Consolidated Water Annual Report 2016

Plain-text annual report

C o n s o l i d a t e d W a t e r (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:1006) (cid:1004) (cid:1005) (cid:1010) (cid:4) (cid:69) (cid:69) (cid:104) (cid:4) (cid:62) (cid:3) (cid:90) (cid:28) (cid:87) (cid:75) (cid:90) (cid:100) 2016 ANNUAL REPORT FINANCIAL HIGHLIGHTS FOR THE YEARS ENDED DECEMBER 31, (IN U.S. DOLLARS) Total revenues Net income Income from operations (cid:49)(cid:72)(cid:87)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:430)(cid:82)(cid:90)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86) Total assets Total stockholders’ equity Dividends declared per share Basic earnings per share Diluted earnings per share Net income as a % of total revenues Income from operations as a % of total revenues (cid:49)(cid:72)(cid:87)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:430)(cid:82)(cid:90)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:70)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:3)(cid:8) of total revenues TRADING IN SHARES Shares outstanding at year end Low closing share price during year High closing share price during year Closing share price at year end 2016 57,875,707 3,960,501 1,823,302 7,823,352 163,604,528 154,105,372 0.30 0.27 0.27 6.84 3.15 13.52 % % % 2016 14,871,664 10.10 14.62 10.85 $ $ $ $ $ $ $ $ $ $ $ $ 2015 57,116,202 7,518,701 8,468,064 17,319,786 161,616,698 148,195,105 0.30 0.51 0.51 13.16 14.83 30.32 % % % 2015 14,781,201 9.78 13.50 12.24 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2014 65,559,078 6,265,358 6,461,059 18,184,861 160,459,831 144,082,664 0.30 0.43 0.42 9.56 9.86 27.74 % % % CONSOLIDATED WATER (THE “COMPANY”) WAS INCORPORATED AS CAYMAN WATER IN 1973. OVER THE YEARS, WE HAVE BENEFITED FROM THE EXPLOSIVE GROWTH IN THE CAYMAN ISLANDS, GROWTH THAT HAS BEEN FACILITATED BY THE WATER WE HAVE PROVIDED. CONSOLIDATED WATER OPERATES IN THE CAYMAN ISLANDS AS CAYMAN WATER COMPANY LIMITED AND OCEAN CONVERSION (CAYMAN) LIMITED, WHICH TOGETHER OPERATE SEVEN PLANTS TO PRODUCE SUBSTANTIALLY ALL OF THE PIPED DRINKING WATER ON GRAND CAYMAN. ABOUT THE COMPANY (cid:55)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:76)(cid:81)(cid:86)(cid:87)(cid:68)(cid:79)(cid:79)(cid:72)(cid:71)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:429)(cid:85)(cid:86)(cid:87)(cid:3)(cid:54)(cid:72)(cid:68)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:53)(cid:72)(cid:89)(cid:72)(cid:85)(cid:86)(cid:72)(cid:3)(cid:50)(cid:86)(cid:80)(cid:82)(cid:86)(cid:76)(cid:86)(cid:3)(cid:11)(cid:54)(cid:58)(cid:53)(cid:50)(cid:12)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:87)(cid:3)(cid:76)(cid:81)(cid:3)(cid:20)(cid:28)(cid:27)(cid:28)(cid:3)(cid:68)(cid:81)(cid:71)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:85)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:15)(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:80)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:21)(cid:24)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:71)(cid:72)(cid:86)(cid:76)(cid:74)(cid:81)(cid:3)(cid:71)(cid:72)(cid:89)(cid:72)(cid:79)(cid:82)(cid:83)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:85)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:87)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:17)(cid:3)(cid:54)(cid:58)(cid:53)(cid:50)(cid:3)(cid:76)(cid:86)(cid:3)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:79)(cid:79)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:393)(cid:86)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17) (cid:44)(cid:81)(cid:3)(cid:3)(cid:20)(cid:28)(cid:28)(cid:19)(cid:15)(cid:3)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:393)(cid:86)(cid:3)(cid:3)(cid:72)(cid:91)(cid:70)(cid:79)(cid:88)(cid:86)(cid:76)(cid:89)(cid:72)(cid:3)(cid:3)(cid:85)(cid:72)(cid:87)(cid:68)(cid:76)(cid:79)(cid:3)(cid:3)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:3)(cid:79)(cid:76)(cid:70)(cid:72)(cid:81)(cid:86)(cid:72)(cid:3)(cid:3)(cid:87)(cid:82)(cid:3)(cid:3)(cid:86)(cid:88)(cid:83)(cid:83)(cid:79)(cid:92)(cid:3)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:3)(cid:73)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:3)(cid:54)(cid:72)(cid:89)(cid:72)(cid:81)(cid:3)(cid:3) (cid:48)(cid:76)(cid:79)(cid:72)(cid:3)(cid:3)(cid:37)(cid:72)(cid:68)(cid:70)(cid:75)(cid:3)(cid:3)(cid:87)(cid:82)(cid:88)(cid:85)(cid:76)(cid:86)(cid:87)(cid:3)(cid:3)(cid:68)(cid:85)(cid:72)(cid:68)(cid:3)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:72)(cid:91)(cid:83)(cid:68)(cid:81)(cid:71)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:68)(cid:79)(cid:3)(cid:71)(cid:76)(cid:86)(cid:87)(cid:85)(cid:76)(cid:70)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:58)(cid:72)(cid:86)(cid:87)(cid:3)(cid:37)(cid:68)(cid:92)(cid:17) The 1990 license introduced a new business model which is now used throughout the Company’s (cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:69)(cid:68)(cid:86)(cid:72)(cid:3)(cid:86)(cid:72)(cid:79)(cid:79)(cid:76)(cid:81)(cid:74)(cid:3)(cid:83)(cid:85)(cid:76)(cid:70)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:76)(cid:86)(cid:3)(cid:86)(cid:83)(cid:72)(cid:70)(cid:76)(cid:429)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:79)(cid:76)(cid:70)(cid:72)(cid:81)(cid:86)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:76)(cid:86)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:80)(cid:82)(cid:81)(cid:87)(cid:75)(cid:79)(cid:92)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3) (cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:73)(cid:88)(cid:72)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:79)(cid:92)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:76)(cid:81)(cid:430)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:17) In July 2000, Consolidated Water acquired Consolidated Water (Belize) Limited, which supplies up to 550,000 gallons of water per day to the operator of the distribution system on Ambergris Caye, Belize, Central America under an exclusive supply agreement that expires in 2026. In February 2003, through the acquisition of four companies from multiple investors, Consolidated (cid:58)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:82)(cid:69)(cid:87)(cid:68)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3)(cid:68)(cid:73)(cid:429)(cid:79)(cid:76)(cid:68)(cid:87)(cid:72)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:85)(cid:76)(cid:87)(cid:76)(cid:86)(cid:75)(cid:3)(cid:57)(cid:76)(cid:85)(cid:74)(cid:76)(cid:81)(cid:3)(cid:44)(cid:86)(cid:79)(cid:68)(cid:81)(cid:71)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:91)(cid:83)(cid:68)(cid:81)(cid:71)(cid:72)(cid:71)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3) Cayman Islands and The Bahamas. The Company owns 50% of the voting shares and has engineering and management services (cid:68)(cid:74)(cid:85)(cid:72)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:76)(cid:87)(cid:86)(cid:3) (cid:68)(cid:73)(cid:429)(cid:79)(cid:76)(cid:68)(cid:87)(cid:72)(cid:3) (cid:50)(cid:70)(cid:72)(cid:68)(cid:81)(cid:3) (cid:38)(cid:82)(cid:81)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3) (cid:11)(cid:37)(cid:57)(cid:44)(cid:12)(cid:3) (cid:47)(cid:87)(cid:71)(cid:17)(cid:15)(cid:3) (cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3) (cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3) (cid:83)(cid:79)(cid:68)(cid:81)(cid:87)(cid:86)(cid:3) (cid:82)(cid:81)(cid:3) (cid:55)(cid:82)(cid:85)(cid:87)(cid:82)(cid:79)(cid:68)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:45)(cid:82)(cid:86)(cid:87)(cid:3)(cid:89)(cid:68)(cid:81)(cid:3)(cid:39)(cid:92)(cid:78)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:88)(cid:83)(cid:83)(cid:79)(cid:76)(cid:72)(cid:86)(cid:3)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:74)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:85)(cid:76)(cid:87)(cid:76)(cid:86)(cid:75)(cid:3)(cid:57)(cid:76)(cid:85)(cid:74)(cid:76)(cid:81)(cid:3)(cid:44)(cid:86)(cid:79)(cid:68)(cid:81)(cid:71)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:71)(cid:76)(cid:86)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:17) Through private transactions and a tender offer, Consolidated Water acquired approximately 91% of the issued shares of Consolidated Water (Bahamas) Ltd., which produces and supplies water to the Water and Sewerage Corporation of The Bahamas to distribute to Nassau and the remainder of New Providence Island. In 2011, the Company completed the expansion of its Blue Hills plant in the Bahamas to make it the world’s largest desalination plant utilizing diesel-driven high pressure pumps to economically produce water without relying on the local electrical grid. In February 2016, the Company acquired 51% of Aerex Industries, Inc., an original equipment manufacturer and service provider of a wide range of products and services applicable to desalination, municipal water treatment and industrial water and wastewater treatment. Aerex is located in Fort Pierce, Florida, and its products include reverse osmosis desalination equipment, (cid:80)(cid:72)(cid:80)(cid:69)(cid:85)(cid:68)(cid:81)(cid:72)(cid:3) (cid:86)(cid:72)(cid:83)(cid:68)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:72)(cid:84)(cid:88)(cid:76)(cid:83)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3) (cid:429)(cid:79)(cid:87)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:72)(cid:84)(cid:88)(cid:76)(cid:83)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3) (cid:83)(cid:76)(cid:83)(cid:76)(cid:81)(cid:74)(cid:3) (cid:86)(cid:92)(cid:86)(cid:87)(cid:72)(cid:80)(cid:86)(cid:15)(cid:3) (cid:89)(cid:72)(cid:86)(cid:86)(cid:72)(cid:79)(cid:86)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:70)(cid:88)(cid:86)(cid:87)(cid:82)(cid:80)(cid:3) fabricated components. (cid:55)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:393)(cid:86)(cid:3) (cid:72)(cid:91)(cid:87)(cid:72)(cid:81)(cid:86)(cid:76)(cid:89)(cid:72)(cid:3) (cid:72)(cid:91)(cid:83)(cid:72)(cid:85)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3) (cid:76)(cid:81)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:88)(cid:87)(cid:76)(cid:79)(cid:76)(cid:93)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:82)(cid:73)(cid:3) (cid:86)(cid:72)(cid:68)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3) (cid:90)(cid:72)(cid:79)(cid:79)(cid:3) (cid:429)(cid:72)(cid:79)(cid:71)(cid:86)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:79)(cid:72)(cid:68)(cid:71)(cid:72)(cid:85)(cid:86)(cid:75)(cid:76)(cid:83)(cid:3) (cid:76)(cid:81)(cid:3) the reduction of energy consumption (driven by the necessity of operating in high energy cost locations) result in a low environmental footprint for its plants. The Company is proud of its operating record in environmentally sensitive and high energy cost locations as these factors are often cited as barriers to desalination in potential new markets. Dear Shareholders, The efforts and accomplishments of our management and board in 2016 positioned your company for (cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:15)(cid:3)(cid:71)(cid:76)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:429)(cid:70)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:76)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:3)(cid:89)(cid:68)(cid:79)(cid:88)(cid:72)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:76)(cid:81)(cid:74)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:17)(cid:3)(cid:43)(cid:76)(cid:74)(cid:75)(cid:79)(cid:76)(cid:74)(cid:75)(cid:87)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:71)(cid:3) the following: • The acquisition in February 2016 of a 51% ownership interest in Aerex Industries, Inc., (“Aerex”) a highly (cid:84)(cid:88)(cid:68)(cid:79)(cid:76)(cid:429)(cid:72)(cid:71)(cid:3)(cid:73)(cid:68)(cid:69)(cid:85)(cid:76)(cid:70)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:87)(cid:85)(cid:72)(cid:68)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:72)(cid:84)(cid:88)(cid:76)(cid:83)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:90)(cid:72)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:80)(cid:68)(cid:81)(cid:92)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:68)(cid:86)(cid:3) a key component manufacturer for a number of our seawater reverse osmosis plants. This acquisition should improve our competitive position for potential future contracts. • The continued development of our partnership with the Water and Sewerage Corporation of The Bahamas by (i) contracting for a post treatment system for our Blue Hills plant to improve water quality; and (ii) obtaining a new 15 year water supply contract for our Windsor plant to replace the previous contract that expired in 2015. (cid:400)(cid:3) (cid:36)(cid:3)(cid:20)(cid:23)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:3)(cid:72)(cid:91)(cid:87)(cid:72)(cid:81)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:11)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:72)(cid:68)(cid:85)(cid:79)(cid:92)(cid:3)(cid:21)(cid:19)(cid:20)(cid:26)(cid:12)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:74)(cid:85)(cid:72)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:69)(cid:72)(cid:87)(cid:90)(cid:72)(cid:72)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:68)(cid:73)(cid:429)(cid:79)(cid:76)(cid:68)(cid:87)(cid:72)(cid:3)(cid:50)(cid:70)(cid:72)(cid:68)(cid:81)(cid:3) (cid:38)(cid:82)(cid:81)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:11)(cid:37)(cid:57)(cid:44)(cid:12)(cid:3)(cid:47)(cid:87)(cid:71)(cid:17)(cid:3)(cid:11)(cid:395)(cid:50)(cid:38)(cid:16)(cid:37)(cid:57)(cid:44)(cid:396)(cid:12)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:85)(cid:76)(cid:87)(cid:76)(cid:86)(cid:75)(cid:3)(cid:57)(cid:76)(cid:85)(cid:74)(cid:76)(cid:81)(cid:3)(cid:44)(cid:86)(cid:79)(cid:68)(cid:81)(cid:71)(cid:86)(cid:3)(cid:74)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3) (cid:50)(cid:38)(cid:16)(cid:37)(cid:57)(cid:44)(cid:393)(cid:86)(cid:3)(cid:37)(cid:68)(cid:85)(cid:3)(cid:37)(cid:68)(cid:92)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:87)(cid:17) (cid:400)(cid:3) (cid:55)(cid:75)(cid:72)(cid:3) (cid:70)(cid:82)(cid:81)(cid:87)(cid:76)(cid:81)(cid:88)(cid:72)(cid:71)(cid:3) (cid:71)(cid:72)(cid:89)(cid:72)(cid:79)(cid:82)(cid:83)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:82)(cid:73)(cid:3) (cid:82)(cid:88)(cid:85)(cid:3) (cid:83)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3) (cid:87)(cid:82)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3) (cid:68)(cid:3) (cid:20)(cid:19)(cid:19)(cid:3) (cid:80)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)(cid:3) (cid:74)(cid:68)(cid:79)(cid:79)(cid:82)(cid:81)(cid:3) (cid:83)(cid:72)(cid:85)(cid:3) (cid:71)(cid:68)(cid:92)(cid:3) (cid:86)(cid:72)(cid:68)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:85)(cid:72)(cid:89)(cid:72)(cid:85)(cid:86)(cid:72)(cid:3)(cid:82)(cid:86)(cid:80)(cid:82)(cid:86)(cid:76)(cid:86)(cid:3)(cid:71)(cid:72)(cid:86)(cid:68)(cid:79)(cid:76)(cid:81)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:69)(cid:72)(cid:3)(cid:79)(cid:82)(cid:70)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:81)(cid:82)(cid:85)(cid:87)(cid:75)(cid:72)(cid:85)(cid:81)(cid:3)(cid:37)(cid:68)(cid:77)(cid:68)(cid:3)(cid:38)(cid:68)(cid:79)(cid:76)(cid:73)(cid:82)(cid:85)(cid:81)(cid:76)(cid:68)(cid:15)(cid:3)(cid:48)(cid:72)(cid:91)(cid:76)(cid:70)(cid:82)(cid:17)(cid:3) Net income attributable to our common stockholders for 2016 was $3,960,501, ($0.27 per share on a fully- diluted basis), as compared to $7,518,701 ($0.51 per share on a fully-diluted basis) for 2015. The lower net income in 2016 was largely attributable to non-cash impairment losses. Total revenues for 2016 and 2015 were $57,875,707 and $57,116,202, respectively. Higher revenues for the retail and services segments in 2016 served to offset a decrease in the bulk segment revenues. Net Income ($ in millions) (cid:26)(cid:17)(cid:24) (cid:25)(cid:17)(cid:22) Total Revenue ($ in millions) (cid:25)(cid:24)(cid:17)(cid:25) (cid:24)(cid:26)(cid:17)(cid:28) (cid:24)(cid:26)(cid:17)(cid:20) (cid:23)(cid:17)(cid:19) 6 1 0 2 (cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:36)(cid:49)(cid:49)(cid:56)(cid:36)(cid:47)(cid:3)(cid:53)(cid:40)(cid:51)(cid:50)(cid:53)(cid:55)(cid:3)(cid:3)(cid:29)(cid:3)(cid:3)2 5 1 0 2 4 1 0 2 6 1 0 2 5 1 0 2 4 1 0 2 Revenues generated by our retail water operations were $23,505,619 in 2016 as compared to $23,254,757 in 2015. The volume of water sold by our Cayman Water retail operations increased by 12% from 2015 to 2016 which served to offset lower energy costs, which reduced the energy component of the rates charged to Cayman Water customers by $818,771 from 2015 and a reduction in the Cayman Water (cid:69)(cid:68)(cid:86)(cid:72)(cid:3)(cid:85)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:429)(cid:85)(cid:86)(cid:87)(cid:3)(cid:84)(cid:88)(cid:68)(cid:85)(cid:87)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:82)(cid:73)(cid:3)(cid:23)(cid:17)(cid:23)(cid:8)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3) 2015. Revenues from our bulk water sales were $29,647,034 and $31,854,255 for 2016 and 2015, respectively. The decrease in bulk revenues from 2015 to 2016 is attributable to Bahamas and Cayman operations, which generated approximately $1,507,000 and $893,000 less in revenues, respectively, in 2016 than in 2015 due to (cid:68)(cid:3) (cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:429)(cid:70)(cid:68)(cid:81)(cid:87)(cid:3) (cid:71)(cid:72)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:3) (cid:76)(cid:81)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:83)(cid:85)(cid:76)(cid:70)(cid:72)(cid:86)(cid:3) (cid:82)(cid:73)(cid:3) (cid:71)(cid:76)(cid:72)(cid:86)(cid:72)(cid:79)(cid:3) (cid:73)(cid:88)(cid:72)(cid:79)(cid:3) and electricity from 2015 to 2016, which reduced the pass-through energy component of our bulk water rates. (cid:50)(cid:88)(cid:85)(cid:3) (cid:86)(cid:72)(cid:85)(cid:89)(cid:76)(cid:70)(cid:72)(cid:86)(cid:3) (cid:86)(cid:72)(cid:74)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:85)(cid:72)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:86)(cid:3) (cid:90)(cid:72)(cid:85)(cid:72)(cid:3) (cid:7)(cid:23)(cid:15)(cid:26)(cid:21)(cid:22)(cid:15)(cid:19)(cid:24)(cid:23)(cid:3) and $2,007,190 for 2016 and 2015, respectively. Services revenues increased in 2016 due to the addition of approximately $3.9 million of revenues resulting from our acquisition of a 51% interest in Aerex in February 2016. The increase in services revenues in 2016 from the addition of Aerex was offset by a decrease in revenues recognized on (cid:85)(cid:72)(cid:73)(cid:88)(cid:85)(cid:69)(cid:76)(cid:86)(cid:75)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:83)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:86)(cid:3) (cid:83)(cid:79)(cid:68)(cid:81)(cid:87)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) performed for the Water Authority-Cayman. Such revenues totaled $320,296 in 2016 as compared to $1,478,843 in 2015. (cid:38)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:429)(cid:87)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:7)(cid:21)(cid:23)(cid:15)(cid:21)(cid:24)(cid:19)(cid:15)(cid:27)(cid:27)(cid:25)(cid:3)(cid:82)(cid:85)(cid:3) 42% of total revenues, as compared to $23,308,220 (cid:82)(cid:85)(cid:3) (cid:23)(cid:20)(cid:8)(cid:3) (cid:82)(cid:73)(cid:3) (cid:87)(cid:82)(cid:87)(cid:68)(cid:79)(cid:3) (cid:85)(cid:72)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:86)(cid:15)(cid:3) (cid:73)(cid:82)(cid:85)(cid:3) (cid:21)(cid:19)(cid:20)(cid:24)(cid:17)(cid:3) (cid:42)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3) (cid:83)(cid:85)(cid:82)(cid:429)(cid:87)(cid:3) (cid:73)(cid:82)(cid:85)(cid:3) the retail and services segments increased from 2015 (cid:87)(cid:82)(cid:3) (cid:21)(cid:19)(cid:20)(cid:25)(cid:15)(cid:3) (cid:90)(cid:75)(cid:76)(cid:79)(cid:72)(cid:3) (cid:69)(cid:88)(cid:79)(cid:78)(cid:3) (cid:86)(cid:72)(cid:74)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3) (cid:83)(cid:85)(cid:82)(cid:429)(cid:87)(cid:3) (cid:85)(cid:72)(cid:80)(cid:68)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3) relatively consistent. (cid:50)(cid:88)(cid:85)(cid:3) (cid:74)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3) (cid:9)(cid:3) (cid:68)(cid:71)(cid:80)(cid:76)(cid:81)(cid:76)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3) (cid:11)(cid:395)(cid:42)(cid:9)(cid:36)(cid:396)(cid:12)(cid:3) (cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:86)(cid:3) on a consolidated basis were $18,677,584 and $14,840,156 for 2016 and 2015, respectively. The (cid:76)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:3) (cid:76)(cid:81)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:42)(cid:9)(cid:36)(cid:3) (cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:86)(cid:3) (cid:73)(cid:85)(cid:82)(cid:80)(cid:3) (cid:21)(cid:19)(cid:20)(cid:24)(cid:3) to 2016 is primarily attributable to the addition of approximately $2,309,000 in expenses for Aerex and an increase of approximately $1,036,000 in the (cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:86)(cid:3) (cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3) (cid:76)(cid:81)(cid:3) (cid:70)(cid:82)(cid:81)(cid:81)(cid:72)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:82)(cid:88)(cid:85)(cid:3) (cid:83)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3) (cid:71)(cid:72)(cid:89)(cid:72)(cid:79)(cid:82)(cid:83)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:70)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:48)(cid:72)(cid:91)(cid:76)(cid:70)(cid:82)(cid:17) We recorded an impairment loss of $2 million in 2016 to reduce the carrying value of our Bali subsidiary’s long-lived assets to their estimated fair value. We also recorded an impairment loss of $1,750,000 in 2016 to reduce the carrying value of the goodwill associated with the Aerex acquisition. (cid:50)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:11)(cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:12)(cid:15)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:7)(cid:23)(cid:20)(cid:26)(cid:15)(cid:28)(cid:24)(cid:23)(cid:3)(cid:68)(cid:86)(cid:3) compared to ($542,570) for 2015. The primary reasons Stockholders’ Equity At Year End ($ in millions) (cid:20)(cid:24)(cid:23)(cid:17)(cid:20) (cid:20)(cid:23)(cid:27)(cid:17)(cid:21) (cid:20)(cid:23)(cid:23)(cid:17)(cid:20) 6 1 0 2 5 1 0 2 4 1 0 2 Diluted Earnings Per Share (in $) (cid:19)(cid:17)(cid:24)(cid:20) (cid:19)(cid:17)(cid:23)(cid:21) (cid:19)(cid:17)(cid:21)(cid:26) 6 1 0 2 5 1 0 2 4 1 0 2 (cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:36)(cid:49)(cid:49)(cid:56)(cid:36)(cid:47)(cid:3)(cid:53)(cid:40)(cid:51)(cid:50)(cid:53)(cid:55)(cid:3)(cid:3)(cid:29)(cid:3)(cid:3)3 (cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:430)(cid:88)(cid:70)(cid:87)(cid:88)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:82)(cid:81)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:85)(cid:72)(cid:86)(cid:88)(cid:79)(cid:87)(cid:86)(cid:3) of operations were $271,000 relating to the gain (cid:82)(cid:81)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:429)(cid:91)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:72)(cid:76)(cid:74)(cid:81)(cid:3) currency gains relating to our Bali subsidiary of approximately $201,000 in 2016, as compared to foreign currency losses of approximately ($346,000) in 2015. In February 2016, we acquired 51% of Aerex, an original equipment manufacturer and service provider of a wide range of products and services applicable to the municipal and industrial water (cid:87)(cid:85)(cid:72)(cid:68)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:76)(cid:81)(cid:71)(cid:88)(cid:86)(cid:87)(cid:85)(cid:76)(cid:72)(cid:86)(cid:17)(cid:3) (cid:36)(cid:72)(cid:85)(cid:72)(cid:91)(cid:393)(cid:86)(cid:3) (cid:21)(cid:19)(cid:20)(cid:25)(cid:3) (cid:429)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3) performance was below our expectations due to a delay in orders from a large customer. However this delay had nothing to do with Aerex’s quality, pricing or customer service and this customer has recently started purchasing again from Aerex. Consequently, we expect Aerex’s performance in 2017 to improve as compared to 2016. We (cid:85)(cid:72)(cid:80)(cid:68)(cid:76)(cid:81)(cid:3) (cid:70)(cid:82)(cid:81)(cid:429)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3) (cid:87)(cid:75)(cid:68)(cid:87)(cid:3) (cid:36)(cid:72)(cid:85)(cid:72)(cid:91)(cid:3) (cid:90)(cid:76)(cid:79)(cid:79)(cid:3) (cid:83)(cid:85)(cid:82)(cid:89)(cid:72)(cid:3) (cid:87)(cid:82)(cid:3) (cid:69)(cid:72)(cid:3) (cid:68)(cid:81)(cid:3) outstanding complement to our business model and enhance our shareholder value in the coming years. As our longer term shareholders are well aware, (cid:76)(cid:81)(cid:3) (cid:21)(cid:19)(cid:20)(cid:19)(cid:3) (cid:90)(cid:72)(cid:3) (cid:73)(cid:82)(cid:85)(cid:80)(cid:72)(cid:71)(cid:3) (cid:68)(cid:3) (cid:48)(cid:72)(cid:91)(cid:76)(cid:70)(cid:82)(cid:3) (cid:86)(cid:88)(cid:69)(cid:86)(cid:76)(cid:71)(cid:76)(cid:68)(cid:85)(cid:92)(cid:15)(cid:3) (cid:49)(cid:17)(cid:54)(cid:17)(cid:38)(cid:17)(cid:3) (cid:36)(cid:74)(cid:88)(cid:68)(cid:15)(cid:3) (cid:54)(cid:17)(cid:36)(cid:17)(cid:3) (cid:71)(cid:72)(cid:3) (cid:38)(cid:17)(cid:57)(cid:17)(cid:3) (cid:11)(cid:395)(cid:49)(cid:54)(cid:38)(cid:396)(cid:12)(cid:15)(cid:3) (cid:87)(cid:82)(cid:3) (cid:83)(cid:88)(cid:85)(cid:86)(cid:88)(cid:72)(cid:3) (cid:68)(cid:3) (cid:83)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3) (cid:11)(cid:87)(cid:75)(cid:72)(cid:3) (cid:395)(cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:396)(cid:12)(cid:3) (cid:72)(cid:81)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:86)(cid:86)(cid:76)(cid:81)(cid:74)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:15)(cid:3) operation and minority ownership of a 100 million gallon per day seawater reverse osmosis (cid:71)(cid:72)(cid:86)(cid:68)(cid:79)(cid:76)(cid:81)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:83)(cid:79)(cid:68)(cid:81)(cid:87)(cid:3) (cid:87)(cid:82)(cid:3) (cid:69)(cid:72)(cid:3) (cid:79)(cid:82)(cid:70)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:76)(cid:81)(cid:3) (cid:81)(cid:82)(cid:85)(cid:87)(cid:75)(cid:72)(cid:85)(cid:81)(cid:3) (cid:37)(cid:68)(cid:77)(cid:68)(cid:3) (cid:38)(cid:68)(cid:79)(cid:76)(cid:73)(cid:82)(cid:85)(cid:81)(cid:76)(cid:68)(cid:15)(cid:3) (cid:48)(cid:72)(cid:91)(cid:76)(cid:70)(cid:82)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:68)(cid:70)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:76)(cid:81)(cid:74)(cid:3) (cid:83)(cid:76)(cid:83)(cid:72)(cid:79)(cid:76)(cid:81)(cid:72)(cid:86)(cid:3) (cid:87)(cid:82)(cid:3) (cid:71)(cid:72)(cid:79)(cid:76)(cid:89)(cid:72)(cid:85)(cid:3) (cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3) (cid:87)(cid:82)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:48)(cid:72)(cid:91)(cid:76)(cid:70)(cid:68)(cid:81)(cid:3) (cid:83)(cid:82)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3) (cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3) system. Based upon our initiatives and efforts and in recognition of the pressing need for a new water supply for its constituents, in November 2015 the (cid:54)(cid:87)(cid:68)(cid:87)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:37)(cid:68)(cid:77)(cid:68)(cid:15)(cid:3)(cid:38)(cid:68)(cid:79)(cid:76)(cid:73)(cid:82)(cid:85)(cid:81)(cid:76)(cid:68)(cid:3)(cid:11)(cid:87)(cid:75)(cid:72)(cid:3)(cid:395)(cid:54)(cid:87)(cid:68)(cid:87)(cid:72)(cid:396)(cid:12)(cid:3)(cid:70)(cid:82)(cid:80)(cid:80)(cid:72)(cid:81)(cid:70)(cid:72)(cid:71)(cid:3)(cid:68)(cid:3) (cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:79)(cid:3)(cid:87)(cid:72)(cid:81)(cid:71)(cid:72)(cid:85)(cid:3)(cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:86)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:17)(cid:3)(cid:3) In June 2016, the State designated our consortium, which was led by NSC, as the winner for the (cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:17)(cid:3)(cid:3)(cid:58)(cid:72)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:3)(cid:86)(cid:83)(cid:72)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:83)(cid:88)(cid:85)(cid:83)(cid:82)(cid:86)(cid:72)(cid:3)(cid:83)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3) company owned by NSC, Aguas de Rosarito S.A.P.I. (cid:71)(cid:72)(cid:3) (cid:38)(cid:17)(cid:57)(cid:17)(cid:3) (cid:11)(cid:395)(cid:36)(cid:71)(cid:53)(cid:396)(cid:12)(cid:15)(cid:3) (cid:76)(cid:81)(cid:3) (cid:36)(cid:88)(cid:74)(cid:88)(cid:86)(cid:87)(cid:3) (cid:21)(cid:19)(cid:20)(cid:25)(cid:3) (cid:87)(cid:82)(cid:3) (cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:72)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:79)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3) (cid:87)(cid:75)(cid:68)(cid:87)(cid:3) (cid:80)(cid:82)(cid:81)(cid:87)(cid:75)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:51)(cid:88)(cid:69)(cid:79)(cid:76)(cid:70)(cid:16)(cid:51)(cid:85)(cid:76)(cid:89)(cid:68)(cid:87)(cid:72)(cid:3) (cid:51)(cid:68)(cid:85)(cid:87)(cid:81)(cid:72)(cid:85)(cid:86)(cid:75)(cid:76)(cid:83)(cid:3) (cid:36)(cid:74)(cid:85)(cid:72)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:11)(cid:395)(cid:51)(cid:51)(cid:36)(cid:396)(cid:12)(cid:3) (cid:73)(cid:82)(cid:85)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3) was executed between AdR, the State and (cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3) (cid:48)(cid:72)(cid:91)(cid:76)(cid:70)(cid:68)(cid:81)(cid:3) (cid:74)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:68)(cid:79)(cid:3) (cid:72)(cid:81)(cid:87)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:17)(cid:3) (cid:55)(cid:75)(cid:72)(cid:3) (cid:87)(cid:82)(cid:87)(cid:68)(cid:79)(cid:3) (cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:36)(cid:49)(cid:49)(cid:56)(cid:36)(cid:47)(cid:3)(cid:53)(cid:40)(cid:51)(cid:50)(cid:53)(cid:55)(cid:3)(cid:3)(cid:29)(cid:3)(cid:3)4 (cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3) (cid:70)(cid:82)(cid:86)(cid:87)(cid:3) (cid:76)(cid:86)(cid:3) (cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3) (cid:87)(cid:82)(cid:3) (cid:69)(cid:72)(cid:3) (cid:68)(cid:83)(cid:83)(cid:85)(cid:82)(cid:91)(cid:76)(cid:80)(cid:68)(cid:87)(cid:72)(cid:79)(cid:92)(cid:3) (cid:28)(cid:3) (cid:69)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)(cid:3) (cid:48)(cid:72)(cid:91)(cid:76)(cid:70)(cid:68)(cid:81)(cid:3) (cid:83)(cid:72)(cid:86)(cid:82)(cid:86)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3) (cid:85)(cid:72)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:86)(cid:3) (cid:73)(cid:85)(cid:82)(cid:80)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3) (cid:68)(cid:85)(cid:72)(cid:3) (cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3) (cid:87)(cid:82)(cid:3) (cid:69)(cid:72)(cid:3) (cid:68)(cid:83)(cid:83)(cid:85)(cid:82)(cid:91)(cid:76)(cid:80)(cid:68)(cid:87)(cid:72)(cid:79)(cid:92)(cid:3) (cid:20)(cid:17)(cid:19)(cid:21)(cid:3) (cid:69)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)(cid:3) (cid:48)(cid:72)(cid:91)(cid:76)(cid:70)(cid:68)(cid:81)(cid:3) (cid:83)(cid:72)(cid:86)(cid:82)(cid:86)(cid:17)(cid:3) (cid:58)(cid:75)(cid:76)(cid:79)(cid:72)(cid:3) (cid:68)(cid:3) (cid:81)(cid:88)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3) (cid:82)(cid:73)(cid:3) (cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:429)(cid:70)(cid:68)(cid:81)(cid:87)(cid:3)(cid:70)(cid:82)(cid:81)(cid:71)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:85)(cid:72)(cid:80)(cid:68)(cid:76)(cid:81)(cid:3)(cid:87)(cid:82)(cid:3)(cid:69)(cid:72)(cid:3)(cid:80)(cid:72)(cid:87)(cid:3)(cid:69)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3) PPA becomes effective (including the raising of (cid:87)(cid:75)(cid:72)(cid:3)(cid:71)(cid:72)(cid:69)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:84)(cid:88)(cid:76)(cid:87)(cid:92)(cid:3)(cid:429)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:81)(cid:74)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:12)(cid:3)(cid:90)(cid:72)(cid:3) believe we are well on the way to meeting those conditions that apply to us and hope to complete (cid:87)(cid:75)(cid:72)(cid:3)(cid:429)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:70)(cid:79)(cid:82)(cid:86)(cid:76)(cid:81)(cid:74)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:51)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:80)(cid:80)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3) construction by the third quarter of 2017. If both phases of its construction are completed, AdR’s plant will be the largest desalination facility in the Western Hemisphere. (cid:50)(cid:88)(cid:85)(cid:3)(cid:68)(cid:73)(cid:429)(cid:79)(cid:76)(cid:68)(cid:87)(cid:72)(cid:3)(cid:50)(cid:38)(cid:16)(cid:37)(cid:57)(cid:44)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:3)(cid:20)(cid:23)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:3)(cid:72)(cid:91)(cid:87)(cid:72)(cid:81)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3) of the water supply agreement for its Bar Bay (cid:83)(cid:79)(cid:68)(cid:81)(cid:87)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:37)(cid:57)(cid:44)(cid:3) (cid:74)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:76)(cid:81)(cid:3) (cid:48)(cid:68)(cid:85)(cid:70)(cid:75)(cid:3) (cid:21)(cid:19)(cid:20)(cid:26)(cid:15)(cid:3) culminating negotiations we and our partners in (cid:50)(cid:38)(cid:16)(cid:37)(cid:57)(cid:44)(cid:3) (cid:75)(cid:72)(cid:79)(cid:71)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:37)(cid:57)(cid:44)(cid:3) (cid:74)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:82)(cid:89)(cid:72)(cid:85)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) latter half of 2016. Although the extension of this agreement reduced the base water rate charged (cid:69)(cid:92)(cid:3)(cid:50)(cid:38)(cid:16)(cid:37)(cid:57)(cid:44)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:42)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:85)(cid:76)(cid:87)(cid:76)(cid:86)(cid:75)(cid:3)(cid:57)(cid:76)(cid:85)(cid:74)(cid:76)(cid:81)(cid:3) Islands, such extension provides long term viability (cid:87)(cid:82)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:68)(cid:73)(cid:429)(cid:79)(cid:76)(cid:68)(cid:87)(cid:72)(cid:17)(cid:3)(cid:3) (cid:50)(cid:81)(cid:3)(cid:69)(cid:72)(cid:75)(cid:68)(cid:79)(cid:73)(cid:3)(cid:82)(cid:73)(cid:3)(cid:80)(cid:92)(cid:3)(cid:73)(cid:72)(cid:79)(cid:79)(cid:82)(cid:90)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3) (cid:82)(cid:73)(cid:429)(cid:70)(cid:72)(cid:85)(cid:86)(cid:15)(cid:3) (cid:44)(cid:3) (cid:90)(cid:82)(cid:88)(cid:79)(cid:71)(cid:3) (cid:79)(cid:76)(cid:78)(cid:72)(cid:3) (cid:87)(cid:82)(cid:3) (cid:70)(cid:82)(cid:81)(cid:89)(cid:72)(cid:92)(cid:3) (cid:82)(cid:88)(cid:85)(cid:3) (cid:87)(cid:75)(cid:68)(cid:81)(cid:78)(cid:86)(cid:3) (cid:87)(cid:82)(cid:3) (cid:82)(cid:88)(cid:85)(cid:3) business partners, customers, employees, suppliers and other stakeholders for their contributions to (cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:88)(cid:70)(cid:70)(cid:72)(cid:86)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:17)(cid:3)(cid:3)(cid:58)(cid:72)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:70)(cid:82)(cid:81)(cid:429)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:90)(cid:72)(cid:3) have the personnel and resources to more than meet the challenges of our increasingly dynamic business environment and grow the value of your investment in our company. All of us look forward to an exciting and highly successful future for Consolidated Water. Yours truly, Wilmer F. Pergande Chairman of the Board (cid:48)(cid:68)(cid:85)(cid:70)(cid:75)(cid:3)(cid:20)(cid:25)(cid:15)(cid:3)(cid:21)(cid:19)(cid:20)(cid:26) Grand GraGraGraraaaaannnndnndnnd Cayman CayCayCayCayCayCayaymanmmanmananananmyyyyy Grand Cayman (cid:42)(cid:53)(cid:36)(cid:49)(cid:39)(cid:3) (cid:38)(cid:36)(cid:60)(cid:48)(cid:36)(cid:49)(cid:15)(cid:3) (cid:79)(cid:82)(cid:70)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:23)(cid:27)(cid:19)(cid:3) (cid:80)(cid:76)(cid:79)(cid:72)(cid:86)(cid:3) (cid:86)(cid:82)(cid:88)(cid:87)(cid:75)(cid:3) (cid:82)(cid:73)(cid:3) (cid:48)(cid:76)(cid:68)(cid:80)(cid:76)(cid:15)(cid:3) (cid:41)(cid:79)(cid:82)(cid:85)(cid:76)(cid:71)(cid:68)(cid:15)(cid:3) (cid:76)(cid:86)(cid:3) (cid:82)(cid:81)(cid:72)(cid:3) (cid:82)(cid:73)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:79)(cid:68)(cid:85)(cid:74)(cid:72)(cid:86)(cid:87)(cid:3) (cid:429)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3) centers in the world with over $1.8 trillion on deposit in more than 250 banks. A British (cid:50)(cid:89)(cid:72)(cid:85)(cid:86)(cid:72)(cid:68)(cid:86)(cid:3) (cid:55)(cid:72)(cid:85)(cid:85)(cid:76)(cid:87)(cid:82)(cid:85)(cid:92)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:38)(cid:68)(cid:92)(cid:80)(cid:68)(cid:81)(cid:3) (cid:44)(cid:86)(cid:79)(cid:68)(cid:81)(cid:71)(cid:86)(cid:3) (cid:68)(cid:85)(cid:72)(cid:3) comprised of three islands: Grand Cayman, the country’s capital and commercial center with approximately 56,000 residents, and the more sparsely populated “Sister Islands” of Cayman Brac and Little Cayman, located 80 miles to the northeast. The other “economic engine” of the islands is tourism, which in 2015 attracted approximately 2.1 million visitors to Cayman’s beautiful beaches, botanical gardens and wildlife, which include iguana, an endangered species of the blue lizard endemic to Grand Cayman. Consolidated (cid:58)(cid:68)(cid:87)(cid:72)(cid:85)(cid:393)(cid:86)(cid:3) (cid:70)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3) (cid:82)(cid:73)(cid:429)(cid:70)(cid:72)(cid:86)(cid:3) (cid:68)(cid:85)(cid:72)(cid:3) (cid:79)(cid:82)(cid:70)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:82)(cid:81)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:73)(cid:68)(cid:80)(cid:82)(cid:88)(cid:86)(cid:3)(cid:54)(cid:72)(cid:89)(cid:72)(cid:81)(cid:3)(cid:48)(cid:76)(cid:79)(cid:72)(cid:3)(cid:37)(cid:72)(cid:68)(cid:70)(cid:75)(cid:15)(cid:3)(cid:90)(cid:75)(cid:72)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:393)(cid:86)(cid:3) subsidiary, Cayman Water, has been providing drinking water since 1973 and operates one of the two water utilities on Grand Cayman Island. Consolidated Water’s other Cayman subsidiary, (cid:50)(cid:70)(cid:72)(cid:68)(cid:81)(cid:3) (cid:38)(cid:82)(cid:81)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3) (cid:38)(cid:68)(cid:92)(cid:80)(cid:68)(cid:81)(cid:15)(cid:3) (cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:86)(cid:3) (cid:71)(cid:85)(cid:76)(cid:81)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) water to the other utility on Grand Cayman, the Water Authority-Cayman. (cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:36)(cid:49)(cid:49)(cid:56)(cid:36)(cid:47)(cid:3)(cid:53)(cid:40)(cid:51)(cid:50)(cid:53)(cid:55)(cid:3)(cid:3)(cid:29)(cid:3)(cid:3)5 Nassau Bimini Nassau 18th-century NASSAU, the political, tourist and commercial capital of the Commonwealth of The Bahamas, offers visitors amenities ranging from modern resorts and gambling (cid:70)(cid:68)(cid:86)(cid:76)(cid:81)(cid:82)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:83)(cid:76)(cid:70)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86)(cid:84)(cid:88)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:87)(cid:82)(cid:85)(cid:76)(cid:68)(cid:81)(cid:3)(cid:80)(cid:68)(cid:81)(cid:86)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:70)(cid:68)(cid:87)(cid:75)(cid:72)(cid:71)(cid:85)(cid:68)(cid:79)(cid:86)(cid:3) and fortresses. The world-famous Atlantis Resort on Paradise Island draws tourists to its luxury hotels, casino and expansive beachfront. Consolidated Water (Bahamas) Limited provides drinking water in bulk to the Water and Sewerage Corporation of The Bahamas. The Biminis (cid:55)(cid:43)(cid:40)(cid:3) (cid:37)(cid:44)(cid:48)(cid:44)(cid:49)(cid:44)(cid:54)(cid:15)(cid:3) (cid:79)(cid:82)(cid:70)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:82)(cid:81)(cid:79)(cid:92)(cid:3) (cid:23)(cid:27)(cid:3) (cid:80)(cid:76)(cid:79)(cid:72)(cid:86)(cid:3) (cid:72)(cid:68)(cid:86)(cid:87)(cid:3) (cid:82)(cid:73)(cid:3) (cid:48)(cid:76)(cid:68)(cid:80)(cid:76)(cid:15)(cid:3) (cid:41)(cid:79)(cid:82)(cid:85)(cid:76)(cid:71)(cid:68)(cid:15)(cid:3) (cid:68)(cid:85)(cid:72)(cid:3) (cid:83)(cid:68)(cid:85)(cid:87)(cid:3) (cid:82)(cid:73)(cid:3) (cid:68)(cid:81)(cid:3) (cid:76)(cid:86)(cid:79)(cid:68)(cid:81)(cid:71)(cid:3) (cid:74)(cid:85)(cid:82)(cid:88)(cid:83)(cid:3) (cid:76)(cid:81)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) Commonwealth of The Bahamas. Known for their (cid:82)(cid:88)(cid:87)(cid:86)(cid:87)(cid:68)(cid:81)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3) (cid:86)(cid:83)(cid:82)(cid:85)(cid:87)(cid:3) (cid:429)(cid:86)(cid:75)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:37)(cid:76)(cid:80)(cid:76)(cid:81)(cid:76)(cid:86)(cid:15)(cid:3) (cid:76)(cid:81)(cid:3) (cid:73)(cid:68)(cid:70)(cid:87)(cid:15)(cid:3) (cid:75)(cid:68)(cid:89)(cid:72)(cid:3) been dubbed the “Game Fishing Capital of the World.” The Biminis are actually two islands, separated by (cid:68)(cid:3) (cid:81)(cid:68)(cid:85)(cid:85)(cid:82)(cid:90)(cid:3) (cid:70)(cid:75)(cid:68)(cid:81)(cid:81)(cid:72)(cid:79)(cid:15)(cid:3) (cid:68)(cid:81)(cid:71)(cid:15)(cid:3) (cid:76)(cid:81)(cid:3) (cid:68)(cid:71)(cid:71)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:87)(cid:82)(cid:3) (cid:86)(cid:83)(cid:82)(cid:85)(cid:87)(cid:3) (cid:429)(cid:86)(cid:75)(cid:76)(cid:81)(cid:74)(cid:3) (popularized by Ernest Hemingway’s affection for angling, as well as his hanging out at a watering hole called “The Compleat Angler”) offer visitors excellent scuba diving and yachting activities. Consolidated Water provides drinking water to the Bimini Sands Resort, a full-service marina and condominium development on South Bimini. (cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:36)(cid:49)(cid:49)(cid:56)(cid:36)(cid:47)(cid:3)(cid:53)(cid:40)(cid:51)(cid:50)(cid:53)(cid:55)(cid:3)(cid:3)(cid:29)(cid:3)(cid:3)6 Ambergris AmAmbe bergris Caye Caye Jost Van Dyke Tortola Ambergris Caye (cid:37)(cid:72)(cid:68)(cid:88)(cid:87)(cid:76)(cid:73)(cid:88)(cid:79)(cid:3) (cid:36)(cid:48)(cid:37)(cid:40)(cid:53)(cid:42)(cid:53)(cid:44)(cid:54)(cid:3) (cid:38)(cid:36)(cid:60)(cid:40)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:79)(cid:68)(cid:85)(cid:74)(cid:72)(cid:86)(cid:87)(cid:3) (cid:82)(cid:73)(cid:3) (cid:68)(cid:69)(cid:82)(cid:88)(cid:87)(cid:3) 1,000 islands in the northern-most waters of Belize, (cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3) (cid:36)(cid:80)(cid:72)(cid:85)(cid:76)(cid:70)(cid:68)(cid:15)(cid:3) (cid:79)(cid:76)(cid:72)(cid:86)(cid:3) (cid:77)(cid:88)(cid:86)(cid:87)(cid:3) (cid:90)(cid:72)(cid:86)(cid:87)(cid:3) (cid:82)(cid:73)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:37)(cid:72)(cid:79)(cid:76)(cid:93)(cid:72)(cid:3) (cid:37)(cid:68)(cid:85)(cid:85)(cid:76)(cid:72)(cid:85)(cid:3) Reef, which is the second longest barrier reef in the world. Ambergris Caye attracts tourists from around the world—many of them scuba divers or sport (cid:429)(cid:86)(cid:75)(cid:72)(cid:85)(cid:80)(cid:72)(cid:81)(cid:3) (cid:90)(cid:75)(cid:82)(cid:3) (cid:70)(cid:82)(cid:80)(cid:72)(cid:3) (cid:87)(cid:82)(cid:3) (cid:72)(cid:91)(cid:83)(cid:79)(cid:82)(cid:85)(cid:72)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:70)(cid:85)(cid:92)(cid:86)(cid:87)(cid:68)(cid:79)(cid:3) (cid:70)(cid:79)(cid:72)(cid:68)(cid:85)(cid:3) waters surrounding the island. Consolidated Water’s wholly-owned subsidiary, Consolidated Water (Belize) Limited, provides drinking water to the public water utility on Ambergris Caye. British Virgin Islands (cid:38)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:58)(cid:68)(cid:87)(cid:72)(cid:85)(cid:393)(cid:86)(cid:3)(cid:68)(cid:73)(cid:429)(cid:79)(cid:76)(cid:68)(cid:87)(cid:72)(cid:15)(cid:3)(cid:50)(cid:70)(cid:72)(cid:68)(cid:81)(cid:3)(cid:38)(cid:82)(cid:81)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:11)(cid:37)(cid:57)(cid:44)(cid:12)(cid:3) (cid:47)(cid:76)(cid:80)(cid:76)(cid:87)(cid:72)(cid:71)(cid:3) (cid:11)(cid:395)(cid:50)(cid:38)(cid:16)(cid:37)(cid:57)(cid:44)(cid:396)(cid:12)(cid:15)(cid:3) (cid:86)(cid:88)(cid:83)(cid:83)(cid:79)(cid:76)(cid:72)(cid:86)(cid:3) (cid:71)(cid:85)(cid:76)(cid:81)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3) (cid:76)(cid:81)(cid:3) (cid:69)(cid:88)(cid:79)(cid:78)(cid:3) (cid:87)(cid:82)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:74)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:82)(cid:73)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:37)(cid:53)(cid:44)(cid:55)(cid:44)(cid:54)(cid:43)(cid:3) (cid:57)(cid:44)(cid:53)(cid:42)(cid:44)(cid:49)(cid:3) (cid:44)(cid:54)(cid:47)(cid:36)(cid:49)(cid:39)(cid:54)(cid:17)(cid:3) (cid:55)(cid:82)(cid:85)(cid:87)(cid:82)(cid:79)(cid:68)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:80)(cid:82)(cid:86)(cid:87)(cid:3) (cid:83)(cid:82)(cid:83)(cid:88)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:82)(cid:73)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:37)(cid:85)(cid:76)(cid:87)(cid:76)(cid:86)(cid:75)(cid:3) (cid:57)(cid:76)(cid:85)(cid:74)(cid:76)(cid:81)(cid:3) Islands, is located in the northeastern Caribbean Sea, (cid:77)(cid:88)(cid:86)(cid:87)(cid:3) (cid:72)(cid:68)(cid:86)(cid:87)(cid:3) (cid:82)(cid:73)(cid:3) (cid:51)(cid:88)(cid:72)(cid:85)(cid:87)(cid:82)(cid:3) (cid:53)(cid:76)(cid:70)(cid:82)(cid:15)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:76)(cid:86)(cid:3) (cid:68)(cid:3) (cid:90)(cid:82)(cid:85)(cid:79)(cid:71)(cid:16)(cid:85)(cid:72)(cid:81)(cid:82)(cid:90)(cid:81)(cid:72)(cid:71)(cid:3) destination for yachtsmen as well as home to several large yacht-chartering businesses. (cid:50)(cid:38)(cid:16)(cid:37)(cid:57)(cid:44)(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:76)(cid:81)(cid:86)(cid:87)(cid:68)(cid:79)(cid:79)(cid:72)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3)(cid:68)(cid:3)(cid:71)(cid:72)(cid:86)(cid:68)(cid:79)(cid:76)(cid:81)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:83)(cid:79)(cid:68)(cid:81)(cid:87)(cid:3) (cid:82)(cid:81)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:76)(cid:86)(cid:79)(cid:68)(cid:81)(cid:71)(cid:3) (cid:82)(cid:73)(cid:3) (cid:45)(cid:82)(cid:86)(cid:87)(cid:3) (cid:57)(cid:68)(cid:81)(cid:3) (cid:39)(cid:92)(cid:78)(cid:72)(cid:15)(cid:3) (cid:78)(cid:81)(cid:82)(cid:90)(cid:81)(cid:3) (cid:68)(cid:86)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) “barefoot island” because of its casual lifestyle and pristine beaches. (cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:36)(cid:49)(cid:49)(cid:56)(cid:36)(cid:47)(cid:3)(cid:53)(cid:40)(cid:51)(cid:50)(cid:53)(cid:55)(cid:3)(cid:3)(cid:29)(cid:3)(cid:3)7 Bali Bali ForFororttForFoor Fort PPieerce PPiPierce Pierce Florida Consolidated Water owns 51% of Aerex Industries, located in Fort Pierce, Florida. Aerex is an original equipment manufacturer and service provider of a wide range of products and services applicable to municipal water treatment and industrial water and wastewater treatment. Its products include membrane (cid:86)(cid:72)(cid:83)(cid:68)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:72)(cid:84)(cid:88)(cid:76)(cid:83)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3) (cid:429)(cid:79)(cid:87)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:72)(cid:84)(cid:88)(cid:76)(cid:83)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3) (cid:83)(cid:76)(cid:83)(cid:76)(cid:81)(cid:74)(cid:3) systems, vessels and custom fabricated components. (cid:36)(cid:72)(cid:85)(cid:72)(cid:91)(cid:3)(cid:76)(cid:86)(cid:3)(cid:68)(cid:81)(cid:3)(cid:36)(cid:80)(cid:72)(cid:85)(cid:76)(cid:70)(cid:68)(cid:81)(cid:3)(cid:54)(cid:82)(cid:70)(cid:76)(cid:72)(cid:87)(cid:92)(cid:3)(cid:82)(cid:73)(cid:3)(cid:48)(cid:72)(cid:70)(cid:75)(cid:68)(cid:81)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3)(cid:40)(cid:81)(cid:74)(cid:76)(cid:81)(cid:72)(cid:72)(cid:85)(cid:86)(cid:3) (cid:11)(cid:36)(cid:54)(cid:48)(cid:40)(cid:12)(cid:3) (cid:70)(cid:82)(cid:71)(cid:72)(cid:3) (cid:68)(cid:70)(cid:70)(cid:85)(cid:72)(cid:71)(cid:76)(cid:87)(cid:72)(cid:71)(cid:3) (cid:80)(cid:68)(cid:81)(cid:88)(cid:73)(cid:68)(cid:70)(cid:87)(cid:88)(cid:85)(cid:72)(cid:85)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:80)(cid:68)(cid:76)(cid:81)(cid:87)(cid:68)(cid:76)(cid:81)(cid:86)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:36)(cid:54)(cid:48)(cid:40)(cid:3) (cid:56)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:54)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:49)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3) (cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3) (cid:49)(cid:37)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:53)(cid:3) (cid:38)(cid:72)(cid:85)(cid:87)(cid:76)(cid:429)(cid:70)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:36)(cid:88)(cid:87)(cid:75)(cid:82)(cid:85)(cid:76)(cid:93)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:17)(cid:3) Bali BALI is an Indonesian island with a population of more than three million located between Java to the west and Lombok to the east. Bali is one of the world’s premier island tourist destinations, home to numerous (cid:73)(cid:82)(cid:88)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:429)(cid:89)(cid:72)(cid:3)(cid:86)(cid:87)(cid:68)(cid:85)(cid:3)(cid:85)(cid:72)(cid:86)(cid:82)(cid:85)(cid:87)(cid:86)(cid:17)(cid:3)(cid:37)(cid:68)(cid:79)(cid:76)(cid:3)(cid:76)(cid:86)(cid:3)(cid:85)(cid:72)(cid:81)(cid:82)(cid:90)(cid:81)(cid:72)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:75)(cid:76)(cid:74)(cid:75)(cid:79)(cid:92)(cid:3) developed arts, beautiful mountain and coastal areas, diverse tourist attractions, excellent international and local restaurants, and the friendliness of the local people. Consolidated Water Bali has constructed and is operating a desalination plant that provides fresh water to resorts in the Nusa Dua tourist area of the island. (cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:36)(cid:49)(cid:49)(cid:56)(cid:36)(cid:47)(cid:3)(cid:53)(cid:40)(cid:51)(cid:50)(cid:53)(cid:55)(cid:3)(cid:3)(cid:29)(cid:3)(cid:3)8 2016 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) (cid:2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁscal year ended December 31, 2016 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File Number: 0-25248 CONSOLIDATED WATER CO. LTD. (Exact name of Registrant as speciﬁed in its charter) CAYMAN ISLANDS (State or other jurisdiction of incorporation or organization) Regatta Office Park Windward Three, 4th Floor, West Bay Road P.O. Box 1114 Grand Cayman, KY1-1102, Cayman Islands (Address of principal executive offices) 98-0619652 (I.R.S. Employer Identiﬁcation No.) N/A (Zip Code) Registrant’s Telephone number, including area code: (345) 945-4277 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Common Stock, $0.60 Par Value The NASDAQ Stock Market LLC (NASDAQ Global Select Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securities Act. Yes (cid:4) No (cid:2) Indicate by check mark if the registrant is not required to ﬁle reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No (cid:2) Indicate by check mark whether the registrant (1) has ﬁled all reports required to be ﬁled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ﬁle such reports), and (2) has been subject to such ﬁling requirements for the past 90 days. Yes (cid:2) No (cid:4) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such ﬁles). Yes (cid:2) No (cid:4) Indicate by check mark if disclosure of delinquent ﬁlers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in deﬁnitive proxy or information statements incorporated by reference in Part III of this 10-K or any amendments to this Form 10-K. [Not Applicable] Indicate by check mark whether the registrant is a large accelerated ﬁler, an accelerated ﬁler, a non-accelerated ﬁler, or a smaller reporting company. See the deﬁnition of ‘‘large accelerated ﬁler’’, ‘‘accelerated ﬁler’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated ﬁler □ Accelerated ﬁler (cid:2) Non-accelerated ﬁler □ Smaller reporting company □ Indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Exchange Act). Yes (cid:4) No (cid:2) The aggregate market value of common stock held by non-affiliates of the registrant, based on the closing sales price for the registrant’s common shares, as reported on the NASDAQ Global Select Market on June 30, 2016, was $187,204,652. As of March 10, 2017, 14,871,664 shares of the registrant’s common shares were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement related to its Annual Shareholders’ Meeting will be subsequently ﬁled with the Securities and Exchange Commission as to Part III of this Form 10-K. Section Description Page TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Item 3. Item 4. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Item 7. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. Quantitative and Qualitative Disclosure about Market Risk . . . . . . . . . . . . . . . . . . Item 8. Item 9. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13. Item 14. Certain Relationships and Related Transactions, and Director Independence . . . . . . Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 2 16 26 26 28 30 31 31 33 33 54 56 114 114 117 117 117 117 118 118 118 118 124 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, limited to, statements regarding our future including but not revenues, future plans, objectives, expectations and events, assumptions and estimates. Forward-looking statements can be identiﬁed by use of the words or phrases ‘‘will,’’ ‘‘will likely result,’’ ‘‘are expected to,’’ ‘‘will continue,’’ ‘‘estimate,’’ ‘‘project,’’ ‘‘potential,’’ ‘‘believe,’’ ‘‘plan,’’ ‘‘anticipate,’’ ‘‘expect,’’ ‘‘intend,’’ or similar expressions and variations of such words. Statements that are not historical facts are based on our current expectations, beliefs, assumptions, estimates, forecasts and projections for our business and the industry and markets related to our business. The forward-looking statements contained in this report are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Actual outcomes and results may differ materially from what is expressed in such forward-looking statements. Important factors which may affect these actual outcomes and results include, without limitation: • • • • • • tourism and weather conditions in the areas we serve; the economies of the U.S. and other countries in which we conduct business; our relationships with the governments we serve; regulatory matters, including resolution of the negotiations for the renewal of our retail license on Grand Cayman; our ability to successfully enter new markets, including Mexico and the United States; and other factors, including those ‘‘Risk Factors’’ set forth under Part I, Item 1A. ‘‘Risk Factors’’ in this Annual Report. The forward-looking statements in this Annual Report speak as of its date. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained in this Annual Report to reﬂect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based, except as may be required by law. References herein to ‘‘we,’’ ‘‘our,’’ ‘‘ours’’ and ‘‘us’’ refer to Consolidated Water Co. Ltd. and its subsidiaries. Note Regarding Currency and Exchange Rates Unless otherwise indicated, all references to ‘‘$’’ or ‘‘US$’’ are to United States dollars. The exchange rate for conversion of Cayman Island dollars (CI$) into US$, as determined by the Cayman Islands Monetary Authority, has been ﬁxed since April 1974 at US$1.20 per CI$1.00. The exchange rate for conversion of Belize dollars (BZE$) into US$, as determined by the Central Bank of Belize, has been ﬁxed since 1976 at US $0.50 per BZE$1.00. The exchange rate for conversion of Bahamas dollars (B$) into US$, as determined by the Central Bank of The Bahamas, has been ﬁxed since 1973 at US$1.00 per B$1.00. The official currency of the British Virgin Islands is the United States dollar. Our Netherlands subsidiary conducts business in US$ and euros, our Indonesian subsidiary conducts business in US$ and Indonesian rupiahs, and our Mexico subsidiary conducts business in US$ and Mexican pesos. The exchange rates for conversion of euros, rupiahs and Mexican pesos into US$ vary based upon market conditions. 1 PART I ITEM 1. BUSINESS Overview We develop and operate seawater desalination plants (that utilize reverse osmosis technology) and water distribution systems in areas where naturally occurring supplies of potable water are scarce or nonexistent. Through our subsidiaries and affiliates, we provide the following services to our customers in the Cayman Islands, The Bahamas, Belize, the British Virgin Islands and Indonesia: • • • • Retail Water Operations. We produce and supply water including residential, commercial and government customers in the Cayman Islands under an exclusive retail license issued by the Cayman Islands government to provide water in two of the three most populated and rapidly developing areas on Grand Cayman Island. We also have a desalination plant in Bali, Indonesia that sells water to resort and residential properties. In 2016, our retail water operations generated approximately 41% of our consolidated revenues. Substantially all of our retail revenues were generated by our Grand Cayman operations. to end-users, Bulk Water Operations. We produce and supply water to government-owned distributors in the In 2016, our bulk water operations generated Cayman Islands, Belize and the Bahamas. approximately 51% of our consolidated revenues. Services Operations. We provide design, engineering, construction and management services for desalination plants and projects. We manufacture and service a wide range of water-related products and provide design, engineering, construction, management and other services for commercial and municipal water production, water supply and treatment, and industrial water and wastewater treatment. In 2016, our services operations generated approximately 8% of our consolidated revenues. Affıliate Operations. We own 50% of the voting rights and 43.53% of the equity rights of Ocean Conversion (BVI) Ltd., which produces and supplies bulk water to the British Virgin Islands Water and Sewerage Department. As of December 31, 2016, the number of plants we, or our affiliates, operated in each country and the production capacities of these plants are as follows: (1) In millions of gallons per day. Location Cayman Islands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bahamas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belize . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . British Virgin Islands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bali . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Plants 6 3 1 2 1 13 Capacity(1) 8.9 15.2 0.6 0.8 0.8 26.3 (1) In millions of gallons per day. 2 Strategy Our strategy is to provide water services in areas where (i) the supply of potable water is scarce and (ii) the production of potable water by reverse osmosis desalination is, or will be, economically viable for customers in those areas. We also seek to complement this primary strategy with other products and services relevant to desalination, water production and water treatment. We focus primarily on markets with the following characteristics: • • • • inadequate sources of potable water. favorable regulatory and tax environments. a large proportion of tourist properties (which historically have generated higher volume sales than residential properties). growing populations and economies. We believe that our potential market includes any location with a demand for, but a limited supply of, potable water and that has access to seawater. The desalination of seawater is the most widely used process for producing potable water in many locations, desalination is the only commercially viable means to expand the existing water supply. We believe that our experience in the development and operation of reverse osmosis desalination plants provides us with the capabilities to successfully expand our operations beyond our existing markets and we expect to do so in the coming years. in areas with an insufficient natural supply. In addition, Key elements of our strategy include: • • • Expanding our existing operations in the Cayman Islands, The Bahamas and Belize. We plan to continue to seek new water supply agreements and licenses, renewing our existing supply agreements, and increasing our production levels in our existing markets. Penetrating new markets. We plan to continue to seek opportunities to proﬁtably expand our operations into new markets that have signiﬁcant unfulﬁlled demands for potable water. These markets include the rest of the Caribbean, Mexico, Asia, the United States and any other areas where we can provide water on a proﬁtable basis and in favorable regulatory environments. We may pursue these opportunities either on our own or through joint ventures and strategic alliances. Broadening our existing and future operations with complementary products and services. We consider opportunities to leverage our water-related expertise to enter complementary industries as viable complements to our existing business and will pursue such opportunities as they arise. We may pursue these opportunities either on our own or through joint ventures, strategic alliances and/or acquisitions. Consistent with this strategy, in February 2016, we acquired 51% of the ownership of Aerex Industries, Inc., a U.S. original equipment manufacturer and service provider of a wide range of products and services applicable to desalination as well as commercial and municipal water production, water supply and treatment, and industrial water and wastewater treatment. 3 Our Company We conduct our operations in the Cayman Islands, The Bahamas, Belize, the British Virgin Islands, Mexico, the United States and Indonesia through our subsidiaries and our affiliate, as detailed below. Consolidated Water Co. Ltd. Retail Segment Bulk Segment 100% 95% 100% 90.9% 100% 100% Cayman Water Company Limited (Cayman Islands) Consolidated Water (Asia) Pte. Limited (Singapore) Aquilex, Inc. (United States) Consolidated Water (Bahamas) Limited (Bahamas) Consolidated Water (Belize) Limited (Belize) Ocean Conversion (Cayman) Limited (Cayman Islands) 43.5% Ocean Conversion (BVI) Ltd. (British Virgin Islands) 95% PT Consolidated Water Bali (Indonesia) Services Segment 100% 100% 100% DesalCo Limited (Cayman Islands) Consolidated Water Cooperatief, U.A. (Netherlands) Consolidated Water U.S. Holdings, Inc. (United States) 99.9% 51% N.S.C. Agua S.A. de C.V. (Mexico) Aerex Industries Inc. (United States) 99.6% Aguas de Rosarito S.A.P.I de C.V. (Mexico) Retail segment Cayman Water Company Limited (‘‘Cayman Water’’). Cayman Water operates under an exclusive retail license granted by the Cayman Islands government to provide water to customers within a prescribed service area on Grand Cayman that includes the Seven Mile Beach and West Bay areas, two of the three most populated areas in the Cayman Islands. Cayman Water owns and operates three desalination plants and is the only non-government owned public water utility on Grand Cayman. Consolidated Water (Asia) Pte. Limited (‘‘CW-Asia’’) and PT Consolidated Water Bali (‘‘CW-Bali’’). We own 95% of CW-Asia, a Singapore company, which owns 95% of CW-Bali, an Indonesian company. CW-Bali owns and operates a desalination plant with a capacity of 790,000 gallons per day that provides water to resort and residential properties in the Nusa Dua area of Bali, Indonesia. Aquilex, Inc. (‘‘Aquilex’’). Aquilex, a United States company, provides ﬁnancial, engineering, information technology, administrative and supply chain management support services to our subsidiaries and affiliate. We include Aquilex in our retail segment for ﬁnancial reporting purposes; however it provides services to all three of our business segments. Bulk segment Consolidated Water (Bahamas) Limited (‘‘CW-Bahamas’’). We own approximately 90.9% equity interest in CW-Bahamas, which provides bulk water under long-term contracts to the Water and Sewerage Corporation of The Bahamas, a government agency. CW-Bahamas owns and operates our largest desalination plant and two other desalination plants. 4 Consolidated Water (Belize) Limited (‘‘CW-Belize’’). CW-Belize owns and operates one desalination plant and has an exclusive contract to provide bulk water to Belize Water Services Ltd., a water distributor that serves residential, commercial and tourist properties in Ambergris Caye, Belize. Ocean Conversion (Cayman) Limited (‘‘OC-Cayman’’). OC-Cayman provides bulk water under licenses and agreements to the Water Authority-Cayman, a government-owned utility and regulatory agency, which distributes the water to properties located outside our exclusive retail license service area in Grand Cayman. OC-Cayman operates three desalination plants owned by the Water Authority-Cayman. Services segment DesalCo Limited (‘‘DesalCo’’). A Cayman Islands company, DesalCo provides management, engineering and construction services for desalination projects as well as management and engineering services relating to municipal water distribution and treatment. Consolidated Water Cooperatief, U.A. (‘‘CW-Cooperatief’’), N.S.C. Agua, S.A. de C.V. (‘‘NSC’’) and Aguas de Rosarito S.A.P.I. de C.V. (‘‘AdR’’). CW-Cooperatief is a wholly-owned Netherlands subsidiary organized in 2010. CW-Cooperatief owns a 99.9% interest in NSC, a Mexican company. NSC was formed to pursue a project encompassing the design, construction, ownership and operation of a 100 million gallon per day seawater to be located in northern Baja California, Mexico and accompanying pipeline to deliver water to the Mexican potable water system. This project is currently in the development stage and NSC does not generate any operating revenues. In August 2016, NSC and another party incorporated AdR, a special purpose Mexican company that will ultimately own the Baja California project if it proceeds. NSC presently owns 99.6% of AdR. reverse osmosis desalination plant Inc. (‘‘CW-Holdings’’) and Aerex Industries, (‘‘Aerex’’). On Consolidated Water U.S. Holdings, February 11, 2016, we purchased, through a newly formed wholly-owned U.S. subsidiary (CW-Holdings), a 51% interest in Aerex, a U.S. company located in Fort Pierce, Florida. Aerex is an original equipment manufacturer and service provider of a wide range of products and services applicable to desalination, municipal water treatment and industrial water and wastewater treatment. Its products include reverse osmosis desalination equipment, membrane separation equipment, ﬁltration equipment, piping systems, vessels and custom fabricated components. Aerex also offers engineering, design, consulting, training and equipment maintenance services to its customers. inspection, Inc. Affiliate Ocean Conversion (BVI) Ltd. (‘‘OC-BVI’’). We own 50% of the voting stock of OC-BVI, a British Virgin Islands company, which sells bulk water to the Government of the British Virgin Islands Water and Sewerage Department. We own an overall 43.53% equity interest in OC-BVI’s proﬁts and certain proﬁt sharing rights that raise our effective interest in OC-BVI’s proﬁts to approximately 45%. OC-BVI also pays our subsidiary, DesalCo Limited, fees for certain engineering and administrative services. We account for our investment in OC-BVI under the equity method of accounting. Our Operations For ﬁscal year 2016, our retail water, bulk water and services segments generated approximately 41%, 51% and 8%, respectively, of our consolidated revenues. For additional information about our business segments and geographical information about our operating revenues and long-lived assets, see Note 17 to our consolidated ﬁnancial statements at ITEM 8 of this Annual Report. Retail Water Operations For ﬁscal years 2016, 2015 and 2014, our retail water operations accounted for approximately 41%, 41% and 37%, respectively, of our consolidated revenues. This business produces and supplies water to end-users, including residential, commercial and government customers in the Cayman Islands and Bali, Indonesia. Retail Operations in the Cayman Islands We sell water through our retail operations to a variety of residential and commercial customers through our wholly-owned subsidiary, Cayman Water, which operates under an exclusive license issued to us by the Cayman Islands government. Pursuant to the license, we have the exclusive right to produce potable water and 5 distribute it by pipeline to our licensed service area which consists of two of the three most populated areas of Grand Cayman Island: Seven Mile Beach and West Bay. Under our license, we pay a royalty to the government of 7.5% of our gross retail water sales revenues (excluding energy cost adjustments). The selling prices of water sold to our customers are determined by the license and vary depending upon the type and location of the customer and the monthly volume of water purchased. The license provides for an automatic adjustment for inﬂation or deﬂation on an annual basis, subject to temporary limited exceptions, and an automatic adjustment for the cost of electricity on a monthly basis. The Water Authority-Cayman (‘‘WAC’’), on behalf of the government, reviews and conﬁrms the calculations of the price adjustments for inﬂation and electricity costs. If we wish to adjust our prices for any reason other than inﬂation or electricity costs, we must request prior approval of the Cabinet of the Cayman Islands government. Disputes regarding price adjustments would be referred to arbitration. The license was originally scheduled to expire in July 2010 but has been 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 extension of the license expired on June 30, 2016. We continue to provide water subsequent to June 30, 2016 on the assumption that the license has been further extended to allow the parties to continue negotiations without interruption to an essential service. The Cayman Islands government could ultimately offer a third party a license to service some or all of Cayman Water’s present service area. However, as set forth in the existing license, ‘‘the Governor hereby agrees that upon the expiry of the term of this Licence or any extension thereof, he will not grant a licence or franchise to any other person or company for the processing, distribution, sale and supply of water within the Licence Area without having ﬁrst offered such a licence or franchise to the Company on terms no less favourable than the terms offered to such other person or company.’’ In February 2011, the Water (Production and Supply) Law, 2011 and the Water Authority (Amendment) Law, 2011 (the ‘‘New Laws’’) were published and enacted. Under the New Laws, the WAC will issue any new license, and such new license could include a rate of return on invested capital model, as discussed in the following paragraph. Following the enactment of the New Laws, we were advised in correspondence from the Cayman Islands government and the WAC that: (i) the WAC, and not is the principal negotiator in these license negotiations; and (ii) the WAC has determined that a rate of return on invested capital model (‘‘RCAM’’) for the retail license is in the best interest of the public and Cayman Water’s customers. RCAM is the rate model currently utilized in the electricity transmission and distribution license granted by the Cayman Islands government to the Caribbean Utilities Company, Ltd. We responded to the Cayman Islands government that we disagreed with the government’s position on these two matters and negotiations for a new license temporarily ceased. the Cayman Islands government, In July 2012, in an effort to resolve several issues relating to our retail license renewal negotiations, we ﬁled an Application for Leave to Apply for Judicial Review (the ‘‘Application’’) with the Grand Court of the Cayman Islands (the ‘‘Court’’), seeking declarations that: (i) certain provisions of the New Laws appear to be incompatible and a determination as to how those provisions should be interpreted; (ii) the WAC’s roles as the principal license negotiator, statutory regulator and our competitor put the WAC in a position of hopeless conﬂict; and (iii) the WAC’s decision to replace the rate structure under our current exclusive license with RCAM was predetermined and unreasonable. The hearing for this judicial review was held in April 2014 and in June 2014 the Court issued its ruling, which was limited to the determination that (i) the renewal of the license does not require a public bidding process; and (ii) the WAC is the proper entity to negotiate with us for the renewal of the license. In November 2014, we wrote to the Minister of Works offering to recommence license negotiations on the basis of the RCAM model subject to the following conditions: (i) the Government would undertake to amend the current water legislation to provide for an independent regulator and a fair and balanced regulatory regime more consistent with that provided under the electrical utility regulatory regime, (ii) the Government and we would mutually appoint an independent referee and chairman of the negotiations, (iii) our new license would provide exclusivity for the production and provision of all piped water, both potable and non-potable, within 6 our Cayman Islands license area, (iv) the Government would allow us to submit our counter proposal to the WAC’s RCAM license draft, and (v) the principle of subsidization of residential customer rates by commercial customer rates would continue under a new license. In March 2015, we received a letter from the Minister of Works with the following responses to the November 2014 letter: (1) while the Cayman government plans to create a new public utilities commission, the provision of the new retail license will not depend upon the formation of such a commission; (2) any consideration regarding inclusion of the exclusive right to sell non-potable water within the area covered by the retail license will not take place until after the draft license has proceeded through the review process of the negotiations; (3) rather than allow us to submit our counter proposal to the WAC’s RCAM license draft, the WAC will draft the license with the understanding that we will be allowed to propose amendments thereto; (4) the principle of subsidization of residential customer rates by commercial customer rates would continue under the new license; and (5) a request that we consider eliminating our monthly minimum volume charge in the new license. We recommenced license negotiations with the WAC during the third quarter of 2015 based upon a draft RCAM license provided by the WAC. to comment on four draft 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 has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Water utilities are not presently included in the scope of OFREG’s regulatory functions and remain under the regulatory control of the WAC. However, we were given the opportunity by the Cayman Islands government legislative bills which are intended to transfer responsibility for economic regulation of the water utility sector from the WAC to OFREG. We have not been advised as to the ﬁnal form and content of these legislative bills and are therefore presently unable to assess their ultimate impact on our retail license negotiations, however we believe that these bills will be enacted into law within the coming months. OFREG began operations in January 2017, and we have been advised by the WAC that they are presently coordinating with OFREG to transfer responsibility for our license negotiations from the WAC to OFREG. We cannot presently determine the impact of OFREG or the pending legislative bills on our retail license negotiations, when our retail license negotiations will be completed, or the outcome of such negotiations. See also ITEM 1.A. RISK FACTORS and ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Material Commitments, Expenditures and Contingencies — Renewal of Retail License. Our retail operations in the Cayman Islands produce potable water at three reverse osmosis seawater conversion plants in Grand Cayman located at our Abel Castillo Water Works (‘‘ACWW’’), Britannia and West Bay sites. We own the land for our ACWW and West Bay plants and have entered into a lease for the land for our Britannia plant that expires January 1, 2027. The current production capacity of the plant located at ACWW is 2.0 million gallons of water per day. The production capacity of the Britannia plant is 715,000 gallons of water per day. The production capacity of the West Bay plant is approximately 900,000 gallons of water per day. Electricity to our plants is supplied by Caribbean Utilities Co. Ltd., a publicly traded utility company. We maintain diesel engine-driven standby generators at all three retail plant sites with sufficient capacity to operate our distribution pumps and other essential equipment during any temporary interruptions in electricity supply. Standby generation capacity is available at our West Bay plant and ACWW plants to operate a portion of the water production capacity as well. In the event of an emergency, our distribution system is connected to the distribution system of the WAC. In prior years, we have purchased water from the WAC for brief periods of time and have also sold potable water to the WAC from our retail plants. Our pipeline system on Grand Cayman covers the Seven Mile Beach and West Bay areas and consists of approximately 90 miles of potable water pipeline. We extend our distribution system periodically as demand warrants. We have a main pipe loop covering the Seven Mile Beach and West Bay areas. We place extensions 7 of smaller diameter pipe off our main pipe to service new developments in our service area. This system of building branches from the main pipe keeps construction costs low and allows us to provide service to new areas in a timely manner. Developers are responsible for laying the pipeline within their developments at their own cost, but in accordance with our speciﬁcations. When a development is completed, the developer then transfers operation and maintenance of the pipeline to us. We bill our customers on a monthly basis based on metered consumption and bills are typically collected within 30 to 35 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. In 2016, 2015 and 2014, bad debts represented less than 1% of our total annual retail sales. In addition to their past due invoice balance, customers that have had their service disconnected must pay re-connection charges. Historically, demand on our pipeline distribution has varied throughout the year. Demand depends upon various factors including the number of tourists visiting and the amount of rainfall during any particular time of the year and other cyclical climate conditions. In general, the majority of tourists come from the United States during the winter which is also our dry season. Retail Operations in Bali, Indonesia through our subsidiary, CW-Bali, During the latter half of 2012, we commenced, the construction of a seawater desalination plant with an initial capacity of 264,000 gallons per day in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. Nusa Dua has a target customer proﬁle consisting of tourist resorts and luxury/vacation residences comparable to our retail service area on Grand Cayman. We believe the water demands of these properties in Nusa Dua already exceed the supply capacity of the local public water utility, will soon exceed other local sources (such as wells), and that other areas of Bali will also eventually experience fresh water shortages. However, as desalination had not been employed to any meaningful extent in Bali, we concluded that to obtain customers in Bali we must ﬁrst demonstrate the viability of desalination as well as our capabilities and expertise. Consequently, we elected to construct this plant before obtaining water supply agreements for its production. During 2014, we expanded the capacity of this plant to 790,000 gallons per day. Since its inception, we have recorded operating losses for CW-Bali as the sales volumes for its plant have not been sufficient to cover its operating costs. In 2016, we determined, based upon probability-weighted scenarios for CW-Bali’s future undiscounted cash ﬂows, that the carrying values of CW-Bali’s long-lived assets were not recoverable and recorded an impairment loss of $2.0 million for the three months ended September 30, 2016 to reduce the carrying values of these assets to their estimated fair values. ITEM 1.A. RISK FACTORS and ITEM 7. See further discussion of our Bali MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Material Commitments, Expenditures and Contingencies — CW-Bali. retail operations at Bulk Water Operations For ﬁscal years 2016, 2015 and 2014, our bulk water operations accounted for approximately 51%, 56% and 60%, respectively, of our consolidated revenues. These operations produce potable water from seawater and sells this water to governments in the Cayman Islands, Belize and The Bahamas. Bulk Water Operations in the Cayman Islands Through our wholly-owned subsidiary OC-Cayman we provide bulk water on a take-or-pay basis to the WAC, a government owned utility and regulatory agency, under various agreements. The WAC in turn distributes that water to properties in Grand Cayman outside of our retail license area. The water we sell to the WAC is produced at three reverse osmosis seawater conversion plants in Grand Cayman owned by the WAC but designed, built and operated by OC-Cayman: the Red Gate, North Sound and North Side Water Works plants, which have production capacities of approximately 1.3 million, 1.6 million and 2.4 million gallons of water per day, respectively. The plants we operate for the WAC are located on land owned by the WAC. 8 The current operating agreement for the Red Gate plant expires in July 2017. The current operating agreement for the North Sound plant expires in April 2017. The current operating agreement for the North Side Water Works plant expires in June 2019. Bulk Water Operations in Belize In Belize, we sell bulk water through our wholly-owned subsidiary CW-Belize. We own the reverse osmosis seawater conversion plant in Belize and lease the land on which our plant is located from the Belize government at an annual rent of BZE$1.00. The land lease expires in March 2026. The production capacity of the plant is 600,000 gallons of water per day. Electricity to our plant is supplied by Belize Electricity Limited. At the plant site, we maintain a diesel engine-driven, standby generator with sufficient capacity to operate 100% of our water production equipment during any temporary interruption in the electricity supply. In Ambergris Caye, Belize we are the exclusive provider of water to Belize Water Services Ltd. (‘‘BWSL’’), a government controlled entity which distributes the water through its own pipeline system to residential, commercial and tourist properties. BWSL distributes our water primarily to residential properties, small hotels, and businesses that serve the tourist market. The base price of water supplied, and adjustments thereto, are determined by the terms of the contract, which provides for annual adjustments based upon the movement in the government price indices speciﬁed in the contract, as well as monthly adjustments for changes in the cost of diesel fuel and electricity. We have an exclusive contract with BWSL to supply a minimum of 2.03 million gallons of water per week or, upon demand, up to 2.94 million gallons per week, on a take-or-pay basis. This contract expires on March 23, 2026. BWSL has the right, with six months advance notice before the expiration date, to renew the contract for a further 25-year period on the same terms and conditions. Bulk Water Operations in The Bahamas We sell bulk water in The Bahamas through our majority-owned subsidiary, CW-Bahamas, to the Water and Sewerage Corporation of The Bahamas (‘‘WSC’’) and to a private resort on Bimini. We supply bulk water in The Bahamas from our Windsor, Blue Hills and Bimini plants. The water supply agreement for our Windsor plant, which has a capacity of 3.1 million gallons per day, was originally scheduled to expire in July 2013. Subsequent to July 2013, we continued to supply water from the Windsor plant on a month-to-month basis at the request of the government of The Bahamas. On December 28, 2016, we executed an amendment to the Windsor water supply agreement with the WSC, pursuant to which the agreement was extended for 15 years on a take-or-pay basis for a minimum of 16.8 million gallons per week. Pursuant to the amended agreement, CW Bahamas is required to complete capital improvements to the Windsor plant which we estimate will cost approximately $8.9 million to ensure that the plant can meet its performance guarantees during the extended agreement period. The per gallon price for the water supplied under the extended agreement, excluding the pass-through energy component, is approximately 18% less than the price in effect at December 31, 2016. The remaining terms of the amended agreement are substantially consistent with those of the original Windsor water supply agreement. We supply water from the Blue Hills plant, our Company’s largest seawater conversion facility with a capacity of 12.0 million gallons per day, under the terms of a water supply agreement with the WSC that expires in March 2032 that requires us to deliver and requires the WSC to purchase a minimum of 63.0 million gallons of water each week. The Bimini plant has a capacity of 115,000 gallons per day and supplies water to a private resort under a water supply agreement that expires in December 2020. The high-pressure pumps at our Windsor and Blue Hills plants in the Bahamas are diesel engine-driven. Electricity for the remainder of our plant operations is supplied by Bahamas Electricity Corporation. We maintain a standby generator with sufficient capacity to operate essential equipment at our Windsor and Blue Hills plants and are able to produce 100% of the production capacity with these plants during temporary interruptions in the electricity supply. 9 We provide bulk water to the WSC, which distributes the water through its own pipeline system to residential, commercial and tourist properties on the Island of New Providence. Services Operations For ﬁscal years 2016, 2015 and 2014, our services operations accounted for approximately 8%, 3% and 3%, respectively, of our consolidated revenues and are comprised of businesses providing services in the Cayman Islands, The Bahamas, the British Virgin Islands and the United States. These businesses construct, manufacture and service a wide range of water-related products and provide design, engineering, management, and other services for desalination, commercial and municipal water production, water supply and treatment, and industrial water and wastewater treatment. We provide design, engineering and construction services for desalination projects through DesalCo, which is recognized by suppliers as an original equipment manufacturer of reverse osmosis seawater desalination plants for our Company. DesalCo also provides management and procurement services for desalination plants and engineering services relating to municipal water production, distribution and treatment. DesalCo also conducts research and development. DesalCo frequently tests new components and technology offered by suppliers in our business and, at times, we collaborate with suppliers in the development of their products. On February 11, 2016, we purchased, through a newly formed wholly-owned U.S. subsidiary (CW-Holdings), a 51% interest in Aerex, a U.S. company located in Fort Pierce, Florida. Aerex is an original equipment manufacturer and service provider of a wide range of products and services applicable to desalination, municipal water treatment and industrial water and wastewater treatment. Its products include reverse osmosis desalination equipment, membrane separation equipment, ﬁltration equipment, piping systems, vessels and training and custom fabricated components. Aerex also offers engineering, design, consulting, equipment maintenance services to its customers. inspection, Affiliate Operations Our affiliate, OC-BVI, sells water to the Government of the British Virgin Islands Water and Sewerage Department (‘‘BVIW&S’’). We own 50% of the voting shares of OC-BVI and have an overall 43.53% equity interest in the proﬁts of OC-BVI. We also own separate proﬁt sharing rights in OC-BVI that raise our in OC-BVI’s proﬁts from 43.53% to approximately 45%. Sage Water Holdings (BVI) effective interest Limited (‘‘Sage’’) owns the remaining 50% of the voting shares of OC-BVI and the remaining 55% interest in its proﬁts. Under the Articles of Association of OC-BVI, we have the right to appoint three of the six directors of OC-BVI. Sage is entitled to appoint the remaining three directors. In the event of a tied vote of the directors, trade association comprised primarily of government representatives, is entitled to appoint a junior director to cast a deciding vote. the President of the Caribbean Water and Wastewater Association, a regional We provide certain engineering and administrative services to OC-BVI for a monthly fee and a bonus arrangement which provides for payment of 4% of the net operating income of OC-BVI. We account for our investment in OC-BVI using the equity method of accounting. OC-BVI sells bulk water to BVIW&S, which distributes the water through its own pipeline system to residential, commercial and tourist properties on the islands of Tortola and Jost Van Dyke in the British Virgin Islands. OC-BVI provides operating, engineering and procurement services for another plant under a short-term agreement with Sage. OC-BVI owns and operates a desalination plant located at Bar Bay, Tortola with a capacity of 720,000 gallons per day. Pursuant to a water supply agreement with the BVI government, OC-BVI is required to supply up to 600,000 gallons per day to the BVI government on a take-or-pay basis. This water supply agreement was schedule to expire in March 2017, but was extended in February 2017 to March 2031. The per gallon price for the water supplied under the extended agreement, excluding the pass-through energy component, is approximately 31% less than the price in effect at December 31, 2016. The remaining terms of the extended agreement are substantially consistent with those of the original Bar Bay water supply agreement. 10 OC-BVI purchases electrical power to operate this plant from BVI Electric Co. and operates diesel engine driven emergency power generators which can produce 100% of the plant’s production capacity when BVI Electric Co. is unable to provide power to the plant. OC-BVI’s plant on the island of Jost Van Dyke has a capacity of 60,000 gallons per day. This plant operates under a 10-year contract with the BVI government to the contract, OC-BVI is operating the plant on a year-to-year basis until the BVI government informs OC-BVI of its intention to extend the existing, or enter into a new agreement. We purchase electrical power to operate this plant from BVI Electric Co. that expired July 8, 2013. Pursuant Reverse Osmosis Technology The conversion of seawater to potable water is called desalination. The two primary forms of desalination are distillation and reverse osmosis. Both methods are used throughout the world and technologies are improving to lower the costs of production. Reverse osmosis is a ﬂuid separation process in which the saline water (i.e. seawater) is pressurized and the fresh water is separated from the saline water by passing through a semi-permeable membrane which rejects the salts. The saline water is ﬁrst passed through a pretreatment system, which generally consists of ﬁne ﬁltration and treatment chemicals, if required. Pre-treatment removes suspended solids and organics which could cause fouling of the membrane surface. Next, a high-pressure pump pressurizes the saline water thus enabling approximately 40% conversion of the saline water to fresh water as it passes through the membrane, while more than 99% of the dissolved salts are rejected and remain in the now concentrated saline water. This concentrate is discharged without passing through the membrane; however, the remaining hydraulic energy in the concentrate is transferred to the initial saline feed water with an energy recovery device thus reducing the total energy requirement for the reverse osmosis system. The ﬁnal step is post-treatment, which consists of stabilizing the produced fresh water (thereby removing undesirable dissolved gases), adjusting the pH and providing chlorination to prepare it for distribution. We use reverse osmosis technology to convert seawater to potable water at all of the plants we construct and operate. We believe that this technology is the most effective and efficient conversion process for our markets. However, we are always seeking ways to maximize efficiencies in our current processes and investigating new, more efficient processes to convert seawater to potable water. The equipment at our plants is among the most energy efficient available and we monitor and maintain the equipment in an efficient manner. As a result of our decades of experience in seawater desalination, we believe our expertise and experience with respect to the development and operation of desalination plants and similar facilities is easily transferable to locations outside of our current operating areas. Raw Materials and Sources of Supply All materials, parts and supplies essential to our business operations are obtained from multiple sources and we use the latest industry technology. Prior to our acquisition of Aerex, we did not manufacture any parts or components for equipment essential to our business. Aerex has manufactured some of the key components for some of our plants in the past and we expect Aerex to do so in the future. Our access to seawater for processing into potable water is granted through our licenses and contracts with governments of the various jurisdictions in which we have our operations. Seasonal Variations in Our Business Our retail and bulk operations are affected by the levels of tourism and are subject to seasonal variations in our service areas. Demand for our water in the Cayman Islands, Belize, and the Bahamas is affected by variations in the level of tourism and local weather, primarily rainfall. Tourism in our service areas is affected by the economies of the tourists’ home countries, primarily the United States and Europe, terrorist activity and perceived threats thereof, and increased costs of fuel and airfares. We normally sell more water during the ﬁrst and second quarters, when the number of tourists is greater and local rainfall is less in our markets, than in the third and fourth quarters. Government Regulations, Custom Duties and Taxes Our operations and activities are subject to the governmental regulations and taxes of the countries in which we operate. The following summary of regulatory developments and legislation does not purport to describe all present and proposed regulation and legislation that may affect our businesses. Legislative or regulatory 11 requirements currently applicable to our businesses may change in the future. Any such changes could impose new obligations on us that may adversely affect our businesses and operating results. The following paragraphs set forth some of the key governmental regulations in the jurisdictions in which we operate outside of the United States. The Cayman Islands The Cayman Islands are a British Overseas Territory and have had a stable political climate since 1670, when the Treaty of Madrid ceded the Cayman Islands to England. The Queen of England appoints the Governor of the Cayman Islands to make laws with the advice and consent of the legislative assembly. The legislative assembly consists of 18 elected members and two members appointed by the Governor from the Civil Service. The Cabinet is responsible for day-to-day government operations. The Cabinet consists of seven ministers who are chosen by the Premier from its 18 popularly elected members, and the two Civil Service members. The elected members choose from among themselves a leader, who is designated the Premier, and is in effect the leader of the elected government. The Governor has reserved powers and the United Kingdom retains full control over foreign affairs and defense. The Cayman Islands are a common law jurisdiction and have adopted a legal system similar to that of the United Kingdom. The Cayman Islands have no taxes on proﬁts, income, distributions, capital gains or appreciation. We have exemptions from, or receive concessionary rates of customs duties on capital expenditures for plant and major consumable spare parts and supplies imported into the Cayman Islands under our retail water license. We do not pay import duty or taxes on reverse osmosis membranes, electric pumps and motors, and chemicals, but we do pay duty at the rate of 10% of the cost, including insurance and transportation to the Cayman Islands, of other plant and associated materials and equipment to manufacture or supply water in the Seven Mile Beach or West Bay areas. We have been advised by the Government of the Cayman Islands that we will not receive any duty concessions in our new retail water license. The Bahamas The Commonwealth of The Bahamas is an independent nation and a constitutional parliamentary democracy with the Queen of England as the constitutional head of state. The basis of the Bahamian law and legal system is the English common law tradition with a Supreme Court, Court of Appeals, and a Magistrates court. Under the current laws of the Commonwealth of The Bahamas, no income, corporation, capital gains or other taxes are payable by us. We are required to pay an annual business license fee (the calculation of which is based on our preceding year’s ﬁnancial statements) which to date has not been material to the results of our Bahamas operations. Belize Belize achieved full independence from the United Kingdom in 1981. Today, Belize is a constitutional monarchy with the adoption of a constitution in 1981. Based on the British model with three independent branches, the Queen of England is the constitutional head of state, represented by a Governor General. A Prime Minister and cabinet make up the executive branch, while a 31 member elected House of Representatives and a 13 member appointed Senate form a bicameral legislature. The cabinet consists of a prime minister, other ministers and ministers of state who are appointed by the Governor-General on the advice of the Prime Minister, who has the support of the majority party in the House of Representatives. Belize is an English common law jurisdiction with a Supreme Court, Court of Appeals and local Magistrate Courts. The Government of Belize has exempted CW-Belize from certain customs duties and all revenue replacement duties until April 18, 2026, and had exempted CW-Belize from company taxes until January 28, 2006. Belize levies a gross receipts tax on corporations at a rate varying between 0.75% and 25%, depending on the type of business, and a corporate income tax at a rate of 25% of chargeable income. Gross receipts tax payable amounts are credited towards corporate income tax. The Government of Belize also implemented certain environmental taxes and a general sales tax effective July 1, 2006 and increased certain business and personal taxes and created new taxes effective March 1, 2005. Belize levies import duty on most imported items at rates varying between 0% and 45%, with most items attracting a rate of 20%. Under the terms of our water 12 supply agreement with BWSL we are reimbursed by BWSL for all taxes and customs duties that we are required to pay and we record this reimbursement as an offset to our tax expense. The British Virgin Islands The British Virgin Islands (the ‘‘BVI’’) is a British Overseas Territory, with the Queen as the Head of State and Her Majesty’s representative, the Governor, responsible for external affairs, defense and internal security, the Civil Service and administration of the courts. Since 1967, the BVI has held responsibility for its own internal affairs. The BVI Constitution provides for the people of the BVI to be represented by a ministerial system of government, led by an elected Premier, a Cabinet of Ministers and the House of Assembly. The House of Assembly consists of 13 elected representatives, the Attorney General, and the Speaker. The judicial system, based on English law, is under the direction of the Eastern Caribbean Supreme Court, which includes the High Court of Justice and the Court of Appeal. The ultimate appellate court is the Privy Council in London. Market and Service Area Although we currently operate in the Cayman Islands, Belize, the British Virgin Islands, The Commonwealth of The Bahamas, the United States and Indonesia we believe that our potential market consists of any location where a need exists for potable water and with access to seawater or brackish water. The desalination of seawater, either through distillation or reverse osmosis, is the most widely used process for producing potable water in areas with an insufficient natural supply. We believe our experience in the development and operation of reverse osmosis desalination plants will provide us with signiﬁcant opportunities to successfully expand our operations beyond the markets in which we currently operate. Cayman Islands. The Cayman Islands government, through the WAC, supplies water to parts of Grand Cayman, which are not within our licensed area, as well as to Cayman Brac. We operate all but one of the reverse osmosis desalination plants owned by the WAC on Grand Cayman and supply water under licenses and supply agreements held by OC-Cayman with the WAC. According to the most recent information published by the Economics and Statistics Office of the Cayman Islands Government, the population of the Cayman Islands was estimated in December 2015 to be 60,413. According to the ﬁgures published by the Department of Tourism Statistics Information Center, during the year ended December 31, 2016, tourist air arrivals increased by less than 1% and tourist cruise ship arrivals fell by less than 1% compared to 2015. Total visitors for the year were approximately 2.1 million in 2016 and 2015. We believe that our water sales in the Cayman Islands are more positively impacted by stay-over tourists that arrive by air than by those arriving by cruise ship, since cruise ship tourists generally only visit the island for one day or less and do not remain on the island overnight. The Bahamas. On South Bimini Island in The Bahamas, we supply water to a private developer and do not have competitors. GE Water operates a seawater desalination plant on North Bimini Island and other small family islands. We competed with companies such as GE Water, Veolia, IDE Technologies, GS Inima and Biwater for the contract with the Bahamian government to build and operate a seawater desalination plant at Blue Hills, New Providence, Bahamas. We expect to compete with these companies and others for any future water supply contracts in The Bahamas. Belize. Our current operations in Belize are located on Ambergris Caye, which consists of residential, commercial and tourist properties in the town of San Pedro. This town is located on the southern end of Ambergris Caye, one of many islands located east of the Belize mainland and off the southeastern tip of the Yucatan Peninsula. Ambergris Caye is approximately 25 miles long and, according to the Central Statistical Office ‘‘Belize: 2010 National Census Overview’’, has a population of about 11,500 residents. We provide bulk potable water to BWSL, which distributes this water to this market. BWSL currently has no other source of potable water on Ambergris Caye. Our contract with BWSL makes us their exclusive producer of desalinated water on Ambergris Caye through 2026. 13 A 185 mile long barrier reef, which is the largest barrier reef in the Western Hemisphere, is situated just offshore of Ambergris Caye. This natural attraction is a choice destination for scuba divers and tourists. According to information published by the Belize Trade and Investment Development Service, tourism is Belize’s second largest source of foreign income, next to agriculture. British Virgin Islands. The British Virgin Islands are a British Overseas Territory and are situated east of Puerto Rico. They consist of 16 inhabited and more than 20 uninhabited islands, of which Tortola is the largest and most populated. The British Virgin Islands serve as a hub for many large yacht-chartering businesses. Competition Cayman Islands. Pursuant to our license granted by the Cayman Islands government, we have the exclusive right to provide potable, piped water within our licensed service area on Grand Cayman. We are the only non-government-owned public water utility on Grand Cayman. The Cayman Islands government, through the WAC, supplies water to parts of Grand Cayman located outside of our licensed service area. Although we have no competition within our exclusive retail license service area for potable water, our ability to expand our service area is at the discretion of the Cayman Island government. Private residences and commercial multi-unit dwellings up to four units may install potable water making equipment for their own use. Water plants on premises within our license area and serving only their premises in existence prior to 1991 can be maintained but not replaced or expanded. We are aware of only one such plant currently in operation. The Cayman Islands government, through the WAC, supplies water to parts of Grand Cayman outside of our licensed service area. We have competed with such companies as GE Water, Veolia, and IDE Technologies for bulk water supply contracts with the WAC. The Bahamas. On South Bimini Island in The Bahamas, we supply water to a private developer and do not have competitors. GE Water operates a seawater desalination plant on North Bimini Island and other small islands. We competed with companies such as GE Water, Veolia, IDE Technologies, GS Inima and Biwater for the contract with the Bahamian government to build and operate a seawater desalination plant at Blue Hills, New Providence, Bahamas. We expect to compete with these companies and others for any future water supply contracts in The Bahamas. Belize. On Ambergris Caye in Belize, our water supply contract with Belize Water Services Limited is exclusive, and Belize Water Services Limited cannot seek contracts with other water suppliers, or produce water itself, to meet their future needs in San Pedro, Ambergris Caye, Belize. British Virgin Islands. In the British Virgin Islands, GE Water operates seawater desalination plants in West End, Tortola, and on Virgin Gorda and generally bids against OC-BVI for projects. In 2010, Biwater PLC negotiated a 16 year contract on a sole sourced basis, pursuant to which it has constructed and is operating a 2.75 million gallon per day desalination plant in Parakeeta Bay, Tortola for the British Virgin Islands government. In August 2015, this plant was acquired from Biwater by Seven Seas Water, a division of AquaVenture Holdings. United States. Aerex competes in the highly fragmented industry for manufactured water production and treatment equipment, systems and services against a large number of manufacturers, fabricators and service providers, many of which have greater resources than Aerex. Bali, Indonesia. equipment and services to individual resort properties. In Bali, we compete against local water treatment equipment suppliers who provide To implement our growth strategy for our desalination businesses outside our existing operating areas, we will have to compete with some of the same companies we competed with for the Blue Hills project in Nassau, Bahamas such as GE Water, Veolia, IDE Technologies, GS Inima, and Biwater as well as other companies. Some of these companies currently operate in areas in which we would like to expand our operations and already maintain worldwide operations having greater ﬁnancial, managerial and other resources than our company. We believe that our low overhead costs, knowledge of local markets and conditions and our efficient manner of operating desalinated water production and distribution equipment provide us with the capabilities to effectively compete for new projects in the Caribbean basin and other select markets. 14 Environmental and Health Regulatory Matters Cayman Islands. With respect to our Cayman Islands operations, we operate our water plants in accordance with guidelines of the Cayman Islands Department of Environmental Health. We are licensed by the WAC to discharge concentrated seawater, which is a byproduct of our desalination process, into deep disposal wells. Our Cayman Islands license requires that our potable water quality meet the World Health Organization’s Guidelines for Drinking Water Quality and contain less than 200 mg/l of total dissolved solids. The Bahamas, Belize, and British Virgin Islands. With respect to our Bahamas and Belize operations and OC-BVI’s British Virgin Islands operations, we and OC-BVI are required by our water supply contracts to take all reasonable measures to prevent pollution of the environment. We are licensed by the Belize and Bahamian governments to discharge concentrated seawater, which is a by-product of our desalination process, into deep disposal wells. OC-BVI to discharge concentrated seawater into the sea. At several of our locations hydrogen sulﬁde gas is present in the seawater and we operate our plants in a manner so as to minimize the emission of airborne gas into the environment. is licensed by the British Virgin Islands government United States. Consistent with other U.S. manufacturers, Aerex must comply with laws and regulations administered by the U.S. Environmental Protection Agency. We are not aware of any existing or pending environmental legislation which may affect our operations. To date, we have not received any complaints from any regulatory authorities. Employees As of March 10, 2017, we employed a total of 117 persons, 63 in the Cayman Islands, 19 in The Bahamas, 22 in the United States, seven in Belize and six in Asia. We also leased 18 employees for Aerex’s manufacturing activities in the United States and managed the six employees of OC-BVI in the British Virgin Islands. We have 10 management employees and 34 administrative and clerical employees. The remaining employees are engaged in engineering, purchasing, plant maintenance and operations, pipe laying and repair, leak detection, new customer connections, meter reading and laboratory analysis of water quality. None of our employees is a party to a collective bargaining agreement. We consider our relationships with our employees to be good. Available Information Our website address is http://www.cwco.com. Information contained on our website is not incorporated by reference into this Annual Report, and you should not consider information contained on our website as part of this Annual Report. We have adopted a written code of conduct and ethics that applies to all of our employees and directors, including, but not limited to, our principal executive officer, principal ﬁnancial officer, and principal accounting officer or controller, or persons performing similar functions. The Code of Business Conduct and Ethics, the Audit Committee, Compensation Committee, Nominations and Corporate Governance Committee and the Consolidated Water Co. Ltd. Corporate Governance Guidelines of our Board of Directors are available at the Investors portion of our website. the charters of You may access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, plus amendments to such reports as ﬁled or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, on our website and on the website of the Securities and Exchange Commission (the ‘‘SEC’’) as soon as reasonably practicable after we electronically ﬁle such material with, or furnish it to, the SEC. In addition, paper copies of these documents may be obtained free of charge by writing us at the following address: Consolidated Water Co. Ltd., Regatta Office Park, Windward Three, 4th Floor, West Bay Road, P.O. Box 1114, Grand Cayman, KY1-1102, Cayman Islands, Attention: Investor Relations; or by calling us at (345) 945-4277. 15 ITEM 1A. RISK FACTORS Investing in our common shares involves risks. Prior to making a decision about investing in our common shares, you should consider carefully the factors discussed below and the information contained in this Annual Report. Each of these risks, as well as other risks and uncertainties not presently known to us or that we currently deem immaterial, could adversely affect our business, results of operations, cash ﬂows and ﬁnancial condition, and cause the value of our common shares to decline, which may result in the loss of part or all of your investment. Our exclusive license to provide water to retail customers in the Cayman Islands may not be renewed in the future. In the Cayman Islands, we provide water to retail customers under a license issued in July 1990 by the Cayman Islands government that grants our subsidiary, Cayman Water, the exclusive right to provide water to retail customers within our licensed service area. Pursuant to the license, we have the exclusive right to produce potable water and distribute it by pipeline to our licensed service area, which consists of two of the three most populated areas of Grand Cayman, the Seven Mile Beach and West Bay areas. For the years ended December 31, 2016, 2015 and 2014, the Company generated approximately 40%, 40% and 36%, respectively, of its consolidated revenues and 56%, 56% and 54%, respectively, of its consolidated gross proﬁt from the retail water operations conducted pursuant to Cayman Water’s exclusive license. The license was originally scheduled to expire in July 2010 but has been 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 extension of the license expired on June 30, 2016. We continue to provide water subsequent to June 30, 2016 on the assumption that the license has been further extended to allow the parties to continue negotiations without interruption to an essential service. The Cayman Islands government could ultimately offer a third party a license to service some or all of Cayman Water’s present service area. However, as set forth in the existing license, ‘‘the Governor hereby agrees that upon the expiry of the term of this Licence or any extension thereof, he will not grant a licence or franchise to any other person or company for the processing, distribution, sale and supply of water within the Licence Area without having ﬁrst offered such a licence or franchise to the Company on terms no less favourable than the terms offered to such other person or company.’’ In February 2011, the Water (Production and Supply) Law, 2011 and the Water Authority (Amendment) Law, 2011 (the ‘‘New Laws’’) were published and enacted. Under the New Laws, the WAC will issue any new license, and such new license could include a rate of return on invested capital model, as discussed in the following paragraph. Following the enactment of the New Laws, we were advised in correspondence from the Cayman Islands government and the WAC that: (i) the WAC, and not is the principal negotiator in these license negotiations; and (ii) the WAC has determined that a rate of return on invested capital model (‘‘RCAM’’) for the retail license is in the best interest of the public and Cayman Water’s customers. RCAM is the rate model currently utilized in the electricity transmission and distribution license granted by the Cayman Islands government to the Caribbean Utilities Company, Ltd. We responded to the Cayman Islands government that we disagreed with the government’s position on these two matters and negotiations for a new license temporarily ceased. the Cayman Islands government, In July 2012, in an effort to resolve several issues relating to our retail license renewal negotiations, we ﬁled an Application for Leave to Apply for Judicial Review (the ‘‘Application’’) with the Grand Court of the Cayman Islands (the ‘‘Court’’), seeking declarations that: (i) certain provisions of the New Laws appear to be incompatible and a determination as to how those provisions should be interpreted; (ii) the WAC’s roles as the principal license negotiator, statutory regulator and our competitor put the WAC in a position of hopeless conﬂict; and (iii) the WAC’s decision to replace the rate structure under our current exclusive license with RCAM was predetermined and unreasonable. The hearing for this judicial review was held in April 2014 and in June 2014 the Court issued its ruling, which was limited to the determination that (i) the renewal of the license does not require a public bidding process; and (ii) the WAC is the proper entity to negotiate with us for the renewal of the license. 16 In November 2014 we wrote to the Minister of Works offering to recommence license negotiations on the basis of the RCAM model subject to the following conditions: (i) the Government would undertake to amend the current water legislation to provide for an independent regulator and a fair and balanced regulatory regime more consistent with that provided under the electrical utility regulatory regime, (ii) the Government and we would mutually appoint an independent referee and chairman of the negotiations, (iii) our new license would provide exclusivity for the production and provision of all piped water, both potable and non-potable, within our Cayman Islands license area, (iv) the Government would allow us to submit our counter proposal to the WAC’s RCAM license draft, and (v) the principle of subsidization of residential customer rates by commercial customer rates would continue under a new license. We received a letter from the Minister of Works in March 2015 with the following responses to the November 2014 letter: (1) while the Cayman government plans to create a new public utilities commission, the provision of the new retail license will not depend upon the formation of such a commission; (2) any consideration regarding inclusion of the exclusive right to sell non-potable water within the area covered by the retail license will not take place until after the draft license has proceeded through the review process of the negotiations; (3) rather than allow us to submit our counter proposal to the WAC’s RCAM license draft, the WAC will draft the license with the understanding that we will be allowed to propose amendments thereto; (4) the principle of subsidization of residential customer rates by commercial customer rates would continue under the new license; and (5) a request that we consider eliminating our monthly minimum volume charge in the new license. We recommenced license negotiations with the WAC during the third quarter of 2015 based upon a draft RCAM license provided by the WAC. 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 has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Water utilities are not presently included in the scope of OFREG’s regulatory functions and remain under the regulatory control of the WAC. However, we were given the opportunity by the Cayman Islands legislative bills which are intended to transfer responsibility for government economic regulation of the water utility sector from the WAC to OFREG. We have not been advised as to the ﬁnal form and content of these legislative bills and are therefore presently unable to assess their ultimate impact on our retail license negotiations, however we believe that these bills will be enacted into law within the coming months. OFREG began operations in January 2017, and we have been advised by the WAC that they are presently coordinating with OFREG to transfer responsibility for our license negotiations from the WAC to OFREG. We cannot presently determine the impact of OFREG or the pending legislative bills on our retail license negotiations. to comment on four draft The resolution of these license negotiations could result in a material reduction of the operating income and cash ﬂows we have historically generated from our retail license and could require us to record an impairment loss to reduce the carrying value of our goodwill. Such impairment loss could have a material adverse impact on our results of operations. Our bulk water supply agreements in the Cayman Islands may not be renewed or may be renewed on terms less favorable to us. All of our bulk water supply agreements are for ﬁxed terms, and such agreements for plants that we operate but are owned by our customers provide for our customers to take over the operations of the plant upon expiration of the agreements. Our bulk water supply agreements with the WAC for their North Sound and Red Gate plants expire in April 2017 and July 2017 respectively. Our bulk water supply agreement with the WAC for their North Side Water Works plant expires in June 2019. We generated $3.2 million, $2.2 million, and $2.1 million in revenues from the North Sound, Red Gate, and North Side Water Works plants, respectively, during the year ended December 31, 2016. We generated $3.0 million, $3.0 million, and $2.4 million in revenues from the North Sound, Red Gate, and North Side Water Works plants, respectively, during the year ended December 31, 2015. We generated $4.0 million, $3.0 million, and $2.9 million in revenues from the North Sound, Red Gate, and North Side Water Works plants, respectively, during the year ended December 31, 2014. 17 If our bulk water supply agreements are not renewed or are renewed on terms less favorable to us, our results of operations and cash ﬂows will be adversely affected and we could be required to record an impairment charge to reduce the carrying value of our goodwill. Such impairment charge could have a material adverse impact on our results of operations. We have paid $20.7 million for land and equipment and incurred development expenses of approximately $20.5 million to date for a possible project in Mexico. We expect to expend signiﬁcant additional funds in 2017 to continue to pursue this project. However, we may not be successful in completing this project. We own a 99.9% interest in N.S.C. Agua, S.A. de C.V. (‘‘NSC’’), a development stage Mexico company formed to pursue a project encompassing the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and an accompanying pipeline to deliver water to the Mexican potable water system (the ‘‘Project’’). As of December 31, 2016, our consolidated balance sheet includes purchases for the Project of approximately $20.6 million in land and $91,000 in equipment. The project development activities we have conducted, which include conducting an equipment piloting plant and water data collection program at the proposed feed water source, completing various engineering studies and obtaining various governmental permits, have resulted in additional developmental expenses totaling $20.5 million from 2010 through December 31, 2016. In August 2014, the State of Baja California (the ‘‘State’’) enacted new legislation to regulate Public-Private Association projects which involve the type of long-term contract between a public sector authority and a private party that NSC is seeking to complete the Project. Pursuant to this new legislation, in January 2015, NSC submitted an expression of interest for its project to the Secretary of Infrastructure and Urban Development of the State of Baja California (‘‘SIDUE’’). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that complied with requirements of the new legislation. NSC submitted this detailed proposal (the ‘‘APP Proposal’’) to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private Association Projects State Committee (the ‘‘APP Committee’’) for review and authorization. If the Project was authorized the State would be required to conduct a public tender for the Project. In response to our APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the the State agency with Director General of the Comisión Estatal de Agua de Baja California (‘‘CEA’’), responsibility for the Project that stated (i) the Project is in the public interest with high social beneﬁts and is consistent with the objectives of the State development plan and (ii) that the Project and accompanying required public tender process should be conducted. In November 2015, the State officially commenced the tender for the Project, in 2019 consisting of a 50 million gallons per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. A consortium comprised of NSC, NuWater S.A.P.I. de C.V. and Degremont S.A. de C.V. (the ‘‘Consortium’’) submitted its tender for the Project on the April 21, 2016 tender submission deadline date set by the State. the scope of which the State deﬁned as a ﬁrst phase to be operational We have acknowledged since the inception of the Project that, due to the amount of capital the Project requires, NSC will ultimately need an equity partner or partners for the Project. Consequently, NSC’s tender to the State for the Project was based upon the following: (i) NSC will sell or otherwise transfer the land and other Project assets to a new company (‘‘Newco’’) that would build and own the Project; (ii) NSC’s potential partners would provide the majority of the equity for the Project and thereby would own the majority interest in Newco; (iii) NSC would maintain a minority ownership position in Newco; and (iv) Newco would enter into a long-term management and technical services contract for the Project with an entity partially owned by NSC or another Company subsidiary. On June 15, 2016, the State designated the Consortium as the winner of tender process for the Project. On August 17, 2016, NSC and NuWater incorporated a special purpose company named Aguas de Rosarito S.A.P.I. de C.V. (‘‘AdR’’) to execute the Project and executed a shareholders agreement agreeing among other things that: (i) AdR would purchase the land and other Project assets from NSC on the date that the Project 18 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. As of December 31, 2016, NSC owned 99.6% of AdR. On August 22, 2016, the Public Private Partnership Agreement for public private partnership number 002/2015, contest number SIDUE-CEA-APP-2015-002 (‘‘APP Contract’’) was executed between AdR, the State Water Commission of Baja California (‘‘CEA’’), the Government of Baja California represented by the Secretary of Planning and Finance (‘‘SPF’’), and the Public Utilities Commission of Tijuana (‘‘CESPT’’). The APP Contract requires AdR to design, construct, ﬁnance and operate a seawater desalination plant (and accompanying aqueducts) 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 potable water system in Tijuana, Baja California; and the second phase with a capacity of 50 million gallons per day and an aqueduct to a second delivery point in Tijuana. The ﬁrst phase must be operational within 36 months of commencing construction, and the second phase must be operational by the end of 2024. The APP Contract further requires AdR to operate and maintain the plant and aqueducts 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 aqueducts will be transferred to CEA. is expected to be approximately 9 billion Mexican pesos, or approximately The total Project cost US$463 million (based upon the currency exchange rate as of March 10, 2017). Annual revenues from the Project are expected to be approximately 1.02 billion Mexican pesos, or approximately US$52 million (based upon the currency exchange rate as of March 10, 2017). Water rates under the APP Contract are indexed to the Mexican national consumer price index over its term. Electrical energy costs incurred by AdR to desalinate and deliver water are treated as a pass through charge to CEA, subject to efficiency guarantees. AdR expects to raise Mexican peso denominated debt ﬁnancing through a consortium led by the North American Development Bank, which also provided ﬁnancial advisory services to the consortium through the bidding process and contract negotiations. The APP Contract does not become effective until the following conditions are met: • • • • • • the State has established and registered various payment trusts, guaranties and bank credit lines for speciﬁc use by the Project; the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use; various water purchase and sale agreements between the CEA, the payment trusts and the CESPT have been executed; AdR has obtained all rights of ways required for the aqueduct; AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and all equity and debt ﬁnancing agreements necessary to provide the funding to AdR for the ﬁrst phase of the Project have been executed. Both the exchange rate for the Mexico peso relative to the dollar and general macroeconomic conditions in Mexico have declined since the U.S. Presidential election in November 2016. These changes have adversely impacted the estimated construction, operating, and ﬁnancing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modiﬁcations to the water tariff in the event of such signiﬁcant macroeconomic condition changes. In February 2017, AdR submitted proposals to the CEA requesting an increase to the water tariff to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project. If AdR is unable to obtain this requested increase in the water tariff it may be unable to obtain the debt and equity ﬁnancing required for the Project. We are currently unable to say whether or not such water tariff increase will be approved. 19 If AdR is ultimately unable to proceed with the Project, the land NSC has purchased may lose its strategic importance as the site for the Project and consequently may decline in value. If AdR does not proceed with the Project, NSC may ultimately be unable to sell this land for an amount equal to or in excess of its current carrying value of approximately $20.6 million, and any loss on sale of the land, or impairment loss NSC may be required to record as a result of a decrease in the fair value of the land could have a material adverse impact on our results of operations. in NSC, has ﬁled a lawsuit against NSC, EWG Water LLC (‘‘EWG’’), a minority shareholder CW-Cooperatief, the Public Registry of Commerce of Tijuana, Baja California, and other parties in the Civil Court located in Tecate, Baja California, Mexico. In this lawsuit, EWG is challenging, among other things, the capital investment transactions that increased our ownership interest in NSC to 99.9%. EWG requested that the court, as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order public officials in Mexico to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSC to oversee its commercial activities. The court granted, ex-parte, the preliminary relief sought by EWG, which resulted in the placement of inscriptions for the lawsuit on NSC’s public records. EWG is also seeking an order directing, among other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii) NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief. This litigation could adversely impact our efforts to complete the Project. If we are unable to obtain a strategic partner for CW-Bali or otherwise signiﬁcantly increase the amount of water we presently sell from its plant, we may cease its operations and may be required to record further impairment losses on our investment in this subsidiary. Through our subsidiary, CW-Bali, we have built and presently operate a seawater reverse osmosis plant with a productive capacity of approximately 790,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. Since its inception, the sales volumes for this plant have not been sufficient to cover its operating costs. CW-Bali’s operating loss was approximately ($2.7 million) the year ended December 31, 2016, which includes an impairment loss of $2.0 million recorded for the three months ended September 30, 2016 to reduce the carrying value of CW-Bali’s long-lived assets to their estimated fair value. for in CW-Bali for the period in which we formally commit If in the coming months we are not able to obtain a strategic partner for CW-Bali or otherwise signiﬁcantly increase the revenues generated by its Nusa Dua plant we may cease CW-Bali’s operations. If we cease operations at CW-Bali, we may be required to record further impairment losses to reduce the carrying value of the Bali market. Such our investment impairment losses could equal the carrying value of our investment in CW-Bali and have a material adverse impact on our results of operations. Any sale of a portion of our investment in CW-Bali may be for an amount less than our carrying amount, resulting in a loss on the sale that could have a material adverse impact on our results of operations. The carrying value of our investment in CW-Bali as of December 31, 2016 totaled $1.8 million, consisting of net assets of $1.2 million and a cumulative translation adjustment reﬂected in our stockholders’ equity of $549,555. to exit If the ﬁnancial performance of our recently acquired subsidiary Aerex does not improve, we may be required to record further impairment losses to reduce the carrying value of the goodwill arising from this acquisition. In February 2016, we acquired 51% ownership interest in Aerex. In connection with this acquisition we recorded initial goodwill of $8,035,211. Aerex’s actual results of operations subsequent to our acquisition of this company have fallen signiﬁcantly short of the projected results that were included in the overall cash ﬂow projections we utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Based upon currently available information, we believe Aerex’s results of operations for ﬁscal year 2017 will also fall short of our purchase price projections for Aerex. Due to these actual and projected for possible impairment as of shortfalls in Aerex’s results of operations, we tested Aerex’s goodwill September 30, 2016 by estimating its fair value using the discounted cash ﬂow method. As a result of this 20 impairment testing, we determined that the carrying value of our Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016 to reduce the carrying value of this goodwill to $6,285,211. We may be required to record additional impairment losses to reduce the carrying value of our Aerex goodwill in future periods if we determine it likely that Aerex’s results of operations will continue to fall short of our purchase price projections. Such impairment losses could have a material adverse impact on our results of operations. We do not have voting control over our affiliate, OC-BVI. Should our interests and the interests of OC-BVI’s other voting shareholder diverge, the operations of OC-BVI could be adversely affected which could decrease the value of our investment in OC-BVI. trade association comprised primarily of government We own 43.53% of the equity and 50% of the voting shares of OC-BVI. We and Sage, which owns the remaining 50% of the voting shares, are each entitled to appoint three of the six directors of OC-BVI. If a tie vote of the directors occurs on any matter, the president of the Caribbean Water and Wastewater Association, a regional is entitled to appoint a temporary director to cast the deciding vote. As a result, although we provide operating management and engineering services to OC-BVI, we share the overall management of OC-BVI with Sage and do not fully control its operations. A divergence of our interests and the interests of Sage could adversely affect the operations of OC-BVI and in turn decrease the value of our investment in OC-BVI, in which case we could be required to record an impairment charge to reduce the carrying value of our investment in OC-BVI. Such an impairment charge would reduce our earnings and could have a material adverse impact on our result of operations and ﬁnancial condition. representatives, The proﬁtability of our plants is dependent upon our ability to accurately estimate the costs of their construction and operation. The cost estimates we prepare in connection with the construction and operation of our plants are subject to inherent uncertainties. Additionally, the terms of our supply contracts may require us to guarantee the price of water on a per unit basis, subject to certain annual inﬂation and monthly energy cost adjustments, and to assume the risk that the costs associated with producing this water may be greater than anticipated. Because we base our contracted price of water in part on our estimation of future construction and operating costs, the proﬁtability of our plants is dependent on our ability to estimate these costs accurately. The cost of materials and services and the cost of the delivery of such services may increase signiﬁcantly after we submit our bid for a plant, which could cause the gross proﬁt and net return on investment for a plant to be less than we anticipated when the bid was made. The proﬁt margins we initially expect to generate from a plant could be further reduced if future operating costs for that plant exceed our estimates of such costs. These future operating costs could be affected by a variety of factors, including lower than anticipated production efficiencies and geo-hydrological conditions at the plant site that differ materially from those we believe would exist at the time we submitted our bid. Any construction and operating costs for our plants that signiﬁcantly exceed our initial estimates could adversely impact our results of operations, ﬁnancial condition and cash ﬂows. A signiﬁcant portion of our consolidated revenues are derived from two customers. A loss of, or a less favorable relationship with, either of these customers could adversely affect us. Our top two bulk water customers, the WAC and the Water and Sewerage Corporation of The Bahamas, accounted for approximately 13% and 33%, respectively, of our consolidated revenues for the year ended December 31, 2016. If either of these customers terminate for cause or decide not to renew their contracts with us, or renew such contracts on terms that are less favorable to us, or become unable for ﬁnancial or other reasons to comply with the terms of our contracts with them, our results of operations, cash ﬂows and ﬁnancial condition could be adversely affected. Possible future regulatory oversight and control could adversely impact our Belize operations. By Statutory Instrument No. 81 of 2009, the Minister of Public Utilities of the government of Belize published an order, the Public Utility Provider Class Declaration Order, 2009 (the ‘‘Order’’), which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws of Belize. With this 21 designation, the Public Utilities Commission of Belize (the ‘‘PUC’’) has the authority to set the rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint Order (the ‘‘Second Order’’) which among other things requires that (i) CW-Belize and its customer jointly make a submission to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act, (ii) CW-Belize submit an operations manual for CW-Belize’s desalination plant to the PUC for approval, (iii) CW-Belize and its customer modify the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day, (iv) CW-Belize keep a minimum number of replacement seawater RO membranes in stock at all times and (v) CW-Belize take possession of and reimburse the PUC for certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the Belize courts could hear the matter. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on November 29, 2012. The ruling on this case is pending. An unfavorable ruling on the Order or the Second Order could have an adverse impact on our results of operations, cash ﬂows or ﬁnancial condition. Our operations are affected by tourism and are subject to seasonal ﬂuctuations that could affect the demand for our water. Our operations are affected by the levels of tourism and are subject to seasonal variations in our service areas. Demand for our water in the Cayman Islands, Belize, Bimini and The Bahamas is affected by variations in the level of tourism and local weather, primarily rainfall. Tourism in our service areas is affected by the economies of the tourists’ home countries, primarily the United States and Europe, terrorist activity and perceived threats thereof, and increased costs of fuel and airfares. We normally sell more water during the ﬁrst and second quarters, when the number of tourists is greater and local rainfall is less, than in the third and fourth quarters. A downturn in tourism or greater than expected rainfall in the locations we serve could adversely impact our revenues, cash ﬂows and results of operations. We may have difficulty accomplishing our growth strategy within and outside of our current operating areas. Our expansion both within our current operating areas and into new areas involves signiﬁcant risks, including, but not limited to, the following: • • • • • regulatory risks, including government relations difficulties, local regulations, currency controls and ﬂuctuations in currency exchange rates; receiving and maintaining necessary permits, licenses and approvals; political instability, reliance on local economies, environmental problems, shortages of materials, immigration restrictions and limited skilled labor; risks related to development of new operations, including inaccurate assessment of the demand for water, engineering difficulties and inability to begin operations as scheduled; and risks relating to greater competition in these new territories, including the ability of our competitors to gain or retain market share by reducing prices. Even if we successfully expand our operations, we may have difficulty managing our growth. We cannot assure you that any new operations within or outside of our current operating areas will attain or maintain proﬁtability or that the results from these new operations will not adversely impact our results of operations, cash ﬂows and ﬁnancial condition. 22 Performance shortfalls under any of our bulk supply contracts could result in penalties or cancellation of the contract. Our bulk water supply contracts require us to meet speciﬁed minimum quality, quantity or energy consumption guarantees. Membrane fouling or other technical problems could occur at any of our plants, and if we are unable to meet the guarantees due to such operating issues, we could be in technical default of the supply contract and subject to various adverse consequences, including ﬁnancial penalties or cancellation of the contract. Our operations could be harmed by hurricanes or tropical storms. including the large tourist properties A hurricane or tropical storm could cause major damage to our equipment and properties and the properties of our customers, in September 2004 Hurricane Ivan caused signiﬁcant damage to our plants and our customers’ properties, which adversely affected our revenues. Any future damage could cause us to lose use of our equipment and properties and incur additional repair costs. Damage to our customers’ properties and the adverse impact on tourism could result in a decrease in water demand. A hurricane or tropical storm could also disrupt the delivery of equipment and supplies, including electricity, necessary to our operations. These and other possible effects of hurricanes or tropical storms could have an adverse impact on our results of operations, cash ﬂows and ﬁnancial condition. in our areas of operation. For example, Contamination of our processed water may cause disruption in our services and adversely affect our revenues. including acts of terrorism. In the event Our processed water may become contaminated by natural occurrences and by inadvertent or intentional human interference, that a portion of our processed water is contaminated, we may have to interrupt the supply of water until we are able to install treatment equipment or substitute the ﬂow of water from an uncontaminated water production source. In addition, we may incur signiﬁcant costs in order to treat a contaminated source of plant feed water through expansion of our current treatment facilities, or development of new treatment methods. An inability by us to substitute processed water from an uncontaminated water source or in a to adequately treat cost-effective manner may have an adverse effect on our results of operations, cash ﬂows and ﬁnancial condition. the contaminated plant feed water Potential government decisions, actions and regulations could negatively affect our operations. We are subject to the local regulations of the Cayman Islands, Belize, the British Virgin Islands, The Bahamas and Indonesia, all of which are subject to change. Any government that regulates our operations may issue legislation or adopt new regulations, including but not limited to: • • • • • • • restricting foreign ownership (by us); providing for the expropriation of our assets by the government; providing for nationalization of public utilities by the government; providing for different water quality standards; unilaterally changing or renegotiating our licenses and agreements; restricting the transfer of U.S. currency; or causing currency exchange ﬂuctuations/devaluations or making changes in tax laws. As new laws and regulations are issued, we may be required to modify our operations and business strategy, which we may be unable to do in a cost-effective manner. Failure by us to comply with applicable regulations could result in the loss of our licenses or authorizations to operate, the assessment of penalties or ﬁnes, or otherwise may have a material adverse effect on our results of operations. 23 We rely on the efforts of key employees. Our failure to retain these employees could adversely affect our results of operations. Our success depends upon the abilities of our executive officers. In particular, the loss of the services of Frederick W. McTaggart, our President and Chief Executive Officer, could be detrimental to our operations and our continued success. Mr. McTaggart has an employment agreement expiring on December 31, 2019. Each year, the term of this agreement may be extended for an additional year. However, we cannot guarantee that Mr. McTaggart will continue to work for us during the term of his agreement or will enter into any extensions thereof. We are exposed to credit risk through our relationships with several customers. We are subject to credit risk posed by possible defaults in payment by our bulk water customers in the Cayman Islands, Belize, the British Virgin Islands and The Bahamas and by possible defaults in payment by the WAC on their loans payable to us. Adverse economic conditions affecting, or ﬁnancial difficulties of, those parties could impair their ability to pay us or cause them to delay payment. We depend on these parties to pay us on a timely basis. Our outstanding accounts receivable are not covered by collateral or credit insurance. Any delay or default in payment could adversely affect our results of operations, cash ﬂows, and ﬁnancial condition. We are exposed to the risk of variations in currency exchange rates. Although we report our results in United States dollars, the majority of our revenues are earned in other currencies. Although many of these currencies have been ﬁxed to the United States dollar for more than 20 years, other currencies (e.g. the Mexico peso, Indonesian rupiah and the euro) are not. We do not employ hedging strategies against the foreign currency exchange rate risk associated with conducting business in foreign currencies while reporting in United States dollars. If any of the ﬁxed exchange rates becomes a ﬂoating exchange rate, or the other currencies in which we conduct business depreciate signiﬁcantly against the United State dollar, our results of operations, cash ﬂows and ﬁnancial condition could be adversely affected. We may enter new markets in the future in which we do not have a contractual commitment for our products or existing customers. Our strategy contemplates potential entry into new markets (such as Mexico and other countries) where we believe a demand for potable water exists beyond the current supply of potable water in those markets. We may incur signiﬁcant business development expenses in the pursuit of new markets prior to obtaining a contract for services in these markets, and such expenses could have an adverse impact on our results of operations and cash ﬂows. We may decide to enter such markets by building new reverse osmosis desalination plants before we have obtained a contract for the sale of water produced by the new plant or before we have established a customer base for the water produced by the new plant. If after completing such plant we are unable to obtain a contract or sufficient number of customers for the plant, we may be unable to recover the cost of our investment in the plant, which could have a material adverse effect on our results of operations, cash ﬂows and ﬁnancial condition. We may not pay dividends in the future. If dividends are paid, they may be in lesser amounts than past dividends. Our shareholders may receive dividends out of legally available funds if, and when, they are declared by our Board of Directors. We have paid dividends in the past, but may cease to do so at any time. We may incur increased operating or development expenses or capital requirements or additional indebtedness in the future that may restrict our ability to declare and pay dividends. We may also be restricted from paying dividends in the future due to restrictions imposed by applicable corporate laws, our results of operations, cash ﬂows and ﬁnancial condition, covenants contained in our ﬁnancing agreements, and other factors considered by our Board of Directors. We may not continue to pay dividends in the future or, if dividends are paid, they may not be in amounts similar to past dividends. 24 Service of process and enforcement of legal proceedings commenced against us in the United States may be difficult to obtain. We are incorporated under the laws of the Cayman Islands and substantially all of our assets are located outside of the United States. In addition, eight of our 16 directors and executive officers reside outside the United States. As a result, it may be difficult for investors to affect service of process within the United States upon us and such other persons, or to enforce judgments obtained against such persons in United States the courts, and bring any action, United States securities laws. In addition, it may be difficult for investors to enforce, in original actions brought in courts or jurisdictions located outside of the United States, rights predicated upon the United States securities laws. including actions predicated upon the civil liability provisions of Based on the advice of our Cayman Islands legal counsel, we believe no reciprocal statutory enforcement of foreign judgments exists between the United States and the Cayman Islands, and that foreign judgments originating from the United States are not directly enforceable in the Cayman Islands. A prevailing party in a United States proceeding against us or our officers or directors would have to initiate a new proceeding in the Cayman Islands using the United States judgment as evidence of the party’s claim. A prevailing party could rely on the summary judgment procedures available in the Cayman Islands, subject to available defenses in the Cayman Islands courts, jurisdiction in the United States courts, lack of due service of process in the United States proceeding and the possibility that enforcement or recognition of the United States judgment would be contrary to the public policy of the Cayman Islands. the lack of competent including, but not limited to, Depending on the nature of damages awarded, civil liabilities under the Securities Act of 1933, as amended (or the Securities Act), or the Securities Exchange Act of 1934, as amended (or the Exchange Act), for original actions instituted outside the Cayman Islands may or may not be enforceable. For example, a United States judgment awarding remedies unobtainable in any legal action in the courts of the Cayman Islands, such as treble damages, would likely not be enforceable under any circumstances. The relatively low trading volume of our stock may adversely impact the ability to sell our shares. For the year ended December 31, 2016, the average daily trading volume of our common shares was approximately 70,000 shares, a much lower trading volume than that of many other companies listed on the NASDAQ Global Select Market. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common shares at any given time. This presence in turn depends on the individual decisions of investors and general economic and market conditions over which we have no control. As a consequence of the limited volume of trading in our common shares, an investor in our stock may have difficulty selling a large number of our common shares in the manner, or at the price, that might be attainable if our common shares were more actively traded. We are subject to anti-takeover measures that may discourage, delay or prevent a change of control of our Company. Classiﬁed Board of Directors. We have a classiﬁed Board of Directors that consists of three groups. Only one group of directors is elected each year. Our classiﬁed Board may increase the length of time necessary for an acquirer to change the composition of a majority of directors in order to gain control of our Board. Option Deed. We are party to an Option Deed that is intended to improve the bargaining position of our Board of Directors in the event of an unsolicited offer to acquire our outstanding stock. Under the terms of the Option Deed, a stock purchase right is attached to each of our current or future outstanding common shares and redeemable preferred shares issued prior to the time the purchase rights become exercisable, are redeemed or expire. The purchase rights will become exercisable only if an individual or group has acquired, or obtained the right to acquire, or announced a tender or exchange offer that if consummated would result in such individual or group acquiring, beneﬁcial ownership of 20% or more of our outstanding common shares. Upon the occurrence of a triggering event, the rights will entitle every holder of our shares, other than the acquirer, to purchase our shares or shares of our successor on terms that would likely be economically dilutive to the acquirer. Under certain circumstances, instead of common shares, our Board of Directors may issue cash or debt securities. Our Board of Directors, however, has the power to amend the Option Deed so that it 25 does not apply to a particular acquisition proposal or to redeem the rights for a nominal value before they become exercisable. These features will likely encourage an acquirer to negotiate with our Board of Directors before commencing a tender offer or to condition a tender offer on our Board of Directors taking action to prevent the purchase rights from becoming exercisable. The Option Deed does not expire until July 2017. As a result of these anti-takeover measures, we could deter efforts to make changes to, or exercise control over, current management. In addition, our shareholders may not have an opportunity to sell their common shares to a potential acquirer at the acquirer’s offering price, which is typically at a premium to market price. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Cayman Islands Properties Abel Castillo Water Works Our wholly owned subsidiary, Cayman Water, owns and operates our Abel Castillo Water Works (‘‘ACWW’’) site, which encompasses 12,812 square feet of buildings, a high service distribution pump house, warehouse space and three 1.0 million gallon potable water storage tanks. The site is located on 3.2 acres, including 485 feet of waterfront. The current water production capacity of this site is 2.0 million gallons per day. We own an approximately one acre property adjacent to our ACWW plant which we purchased in 2007 for future use. West Bay Plant We own, operate and maintain our West Bay plant in Grand Cayman, which is located on 6.1 acres in West Bay. The plant began operating in 1995, was expanded over the years, and now has a production capacity of approximately 900,000 gallons per day. On this site we have a 2,600 square foot building which houses our water production facilities, a 2,400 square foot building which houses the potable water distribution pumps, a water quality testing laboratory, and office space and water storage capacity consisting of three 1.0 million gallon potable water tanks. Britannia Plant We own the Britannia seawater desalination plant in Grand Cayman, which consists of a seawater reverse osmosis production plant with a capacity of 715,000 gallons of water per day, an 840,000 gallon potable water storage tank, potable water high service pumps, and various ancillary equipment to support the operation. We have entered into a lease of the 0.73 acre site and steel frame building which houses the plant for a term that ends in 2027 at an annual rent of $1.00. Distribution System We own our Seven Mile Beach and West Bay potable water distribution systems in Grand Cayman. The combined systems consist of potable water pipes, valves, curb stops, meter boxes, and water meters. Corporate Offıce We occupy approximately 5,500 square feet of office space at the Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands under a lease that expires April 30, 2019. Red Gate Plant Under the terms of the water production and supply license that expires in July 2017 between OC-Cayman and the government of the Cayman Islands, OC-Cayman is allowed to use the property and the plant for the Red Gate plant to produce approximately 1.3 million gallons of desalinated water per day for sale to the Water Authority-Cayman (‘‘WAC’’). North Sound Plant OC-Cayman operates the electrically powered North Sound plant, which is owned by the WAC, and supplies approximately 1.6 million gallons of desalinated water per day to the WAC. OC-Cayman leases the property 26 on which the plant is located from the WAC for a minimal annual rent, for the duration of the sale and operating agreement, which expires in April 2017. Responsibility for operation of the plant passes to the WAC upon expiration of the sale and operating agreement. North Side Water Works Plant OC-Cayman operates this electrically powered plant, which is owned by the WAC. This plant can supply up to approximately 2.4 million gallons of desalinated water per day under a vendor-ﬁnanced sale and operating agreement with the WAC. OC-Cayman leases the property on which the plant is located from the WAC for a minimal annual rent for the duration of the sale and operating agreement. Responsibility for operation of the plant passes to the WAC upon expiration of the sale and operating agreement in June 2019. Bahamas Properties Bimini plant We own the water production facility in South Bimini. The facility consists of a 250,000 gallon bolted steel potable water tank and two 40 foot long standard shipping containers which contain a seawater reverse osmosis production plant with a rated capacity of 115,000 gallons per day, a high service pump skid and an office. The facility is located on a parcel of land owned by South Bimini International Ltd., and we are allowed, under the terms of our agreement, to utilize the land for the term of the agreement without charge. Windsor plant We own the Windsor water production facility, located in Nassau, New Providence, with a production capacity of 3.1 million gallons per day. The plant is powered by a combination of diesel engine-driven high-pressure pumps, and electrical power purchased from the Bahamas Electricity Corporation to power all other loads in the plant. The plant is contained within a 13,000 sq. ft. concrete and steel building that also contains a warehouse, workshop and offices. It is located on land owned by the Water and Sewerage Corporation of The Bahamas and our water sales agreement gives us a license to use the land throughout the term of that agreement. This water supply agreement was originally scheduled to expire in July 2013 when we delivered the total amount of water required under the agreement, but has since been extended through 2031. Blue Hills plant In July 2006, we substantially completed construction of a second water production facility in Nassau, New Providence: the Blue Hills plant. With an initial production capacity of 7.2 million gallons per day this plant is the largest desalination plant we have built or operated to date. The plant is powered by a combination of diesel engine-driven high-pressure pumps, and electrical power purchased from the Bahamas Electricity Corporation to power all other loads in the plant. The plant is contained within a 16,000 sq. ft. concrete and steel building that also contains a warehouse, workshop and offices. It is located on land owned by the Water and Sewerage Corporation of The Bahamas and our 20-year water sales agreement gives us a license to use the land throughout the term of that agreement. The Blue Hills plant water supply agreement was amended in January 2011 and extended through 2032. Pursuant to this amendment, we added a second production facility to increase the total production capacity of the Blue Hills plant to 12.0 million gallons per day. The plant expansion was substantially completed in March of 2012 and is powered by a combination of diesel engine-driven high-pressure pumps, and electrical power purchased from the Bahamas Electricity Corporation to power all other loads in the plant. The plant expansion is contained in a 10,640 sq. ft. steel building located adjacent to the initial production facility on land owned by the WSC. Belize Properties We own our San Pedro water production facility in Ambergris Caye, Belize. The plant consists of a one story concrete block building, which contains a seawater reverse osmosis water production plant with a production capacity of 600,000 gallons per day and a 1.0 million gallon potable water storage tank. We lease the land on which our plant is located from the Government of Belize at an annual rent of BZE$1.00. This lease expires in April 2026. 27 U.S. Properties Our Aquilex office consists of 6,500 square feet located in Coral Springs, Florida that has been leased through March 2021. Our U.S. warehouse consists of 4,100 square feet located in Sunrise, Florida that has been leased through September 2020. Aerex owns its 30,000 square foot manufacturing facility located in Fort Pierce, Florida and has approximately 6,000 square feet of office space in downtown Fort Pierce under a lease that expires in June 2018. Mexico Properties NSC owns 20.1 hectares of land in Rosarito Beach, Baja California, Mexico which is designated for use as the plant site for the proposed desalination project to be completed by AdR. In November 2012, NSC entered into a lease with an effective term of 20-years from the date of full operation of the desalination plant, with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at an amount that is currently equivalent to approximately $20,000 per month. This lease is cancellable by NSC should AdR ultimately not proceed with the project. Indonesia Property We own a water production facility located in the Nusa Dua region of Bali, Indonesia consisting of a plant with a production capacity of 790,000 gallons per day and a 528,000 gallon potable water storage tank. The land on which this plant and storage tank is located is leased through October 8, 2032. ITEM 3. LEGAL PROCEEDINGS CW-Belize the Minister of Public Utilities of the government of Belize By Statutory Instrument No. 81 of 2009, published an order, the Public Utility Provider Class Declaration Order, 2009 (the ‘‘Order’’), which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws of Belize. With this designation, the Public Utilities Commission of Belize (the ‘‘PUC’’) has the authority to set the rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint Order (the ‘‘Second Order’’) which among other things requires that (i) CW-Belize and its customer jointly make a submission to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act, (ii) CW-Belize submit an operations manual for CW-Belize’s desalination plant to the PUC for approval, (iii) CW-Belize and its customer modify the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day, (iv) CW-Belize keep a minimum number of replacement seawater RO membranes in stock at all times and (v) CW-Belize take possession of and reimburse the PUC for certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the Belize courts could hear the matter. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on November 29, 2012. The ruling on this case is pending. We are presently unable to determine what impact the Order and the Second Order will have on our ﬁnancial condition, results of operations or cash ﬂows. N.S.C. Agua, S.A. de C.V. In May 2010, we acquired, subsidiary, Consolidated Water through our wholly-owned Netherlands Cooperatief, U.A., (‘‘CW-Cooperatief’’) a 50% interest in N.S.C. Agua, S.A. de C.V. (‘‘NSC’’), a development stage Mexican company. We have since purchased, through the conversion of a loan we made to NSC, 28 sufficient shares to raise our ownership interest in NSC to 99.9%. NSC was formed to pursue a project encompassing the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and an accompanying pipeline to deliver water to the Mexican potable water system (the ‘‘Project’’). Immediately following CW-Cooperatief’s acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company, Norte Sur Agua, S. de R.L. de C.V. (‘‘NSA’’). NSA subsequently transferred ownership of half of its shares in NSC to EWG Water LLC (‘‘EWG’’) and the other half of its shares in NSC to Alejandro de la Vega (the ‘‘individual shareholder’’). In February 2012, we paid $300,000 to enter into an agreement (the ‘‘Option Agreement’’) that provided us with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder, along with an immediate power of attorney to vote those shares, for $1.0 million. Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, we acquired 99.9% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required us to issue new shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option Agreement and (ii) we did not exercise our share purchase option by February 7, 2014. We exercised our option and paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014. In October 2015, we learned that EWG ﬁled a lawsuit against the individual shareholder, NSC, NSA, CW-Cooperatief, Ricardo del Monte Nunez, Carlos Eduardo Ahumada Arruit, Luis de Angitia Becerra, and the Public Registry of Commerce of Tijuana, Baja California in the Civil Court located in Tecate, Baja California, Mexico. In this lawsuit, EWG is challenging, among other things, the capital investment transactions that increased our ownership interest in NSC to 99.9%. EWG requested that the court, as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order public officials in Mexico to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and NSC to oversee its commercial activities. The Court granted, ex-parte, the preliminary relief sought by EWG, which resulted in the placement of inscriptions for the lawsuit on NSC’s public records. EWG is also seeking an order directing, among other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii) NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief. The Court has not yet ruled on these requests. On April 5, 2016, NSC ﬁled a motion for reconsideration with the Tecate, Mexico Court asking, among other things, that the Court; (i) reverse its order to record the pendency of the lawsuit in the public records, (ii) cancel the appointment of the inspector, and (iii) allow NSC to provide a counter-guarantee to suspend the effects of the Court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico Court issued an interlocutory judgment (i) ordering the cancellation of the inscriptions on NSC’s public records and (ii) rejecting NSC’s motion for cancellation of the appointment of the inspector. On April 26, 2016, NSC ﬁled a full answer to EWG’s claims, rejecting every claim made by EWG. The Court’s response on this matter is pending. On May 17, 2016, the Company ﬁled a claim with the Third District Court in Matters of Amparo and Federal Trials in the City of Tijuana, Baja California (the ‘‘Amparo Court’’) challenging the Tecate, Mexico Court ex-parte order which appointed an inspector over NSC’s commercial activities. On July 29, 2016, the Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico Court’s appointment of an inspector. On September 6, 2016, the Tecate, Mexico Court issued a decree granting the counter guaranty requested by NSC. Such counter-guaranty was ﬁxed in the amount of MXP 300,000.00 Mexican pesos and was given to the Court on October 13, 2016 at which time all remaining ex-parte restrictions on NSC related to the challenged transactions were suspended. 29 We believe that the claims made by EWG are baseless and without merit, and we will vigorously defend NSC and CW-Cooperatief in this litigation, and will seek dismissal of the orders entered by the court and all claims against NSC and CW-Cooperatief. We incurred legal fees in connection with this litigation of approximately $203,000 and $138,000 for the years ended December 31, 2016 and 2015, respectively. We cannot presently determine the outcome of this litigation. However, such litigation could adversely impact our efforts to complete the Project. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. 30 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A common stock is listed on the NASDAQ Global Select Market and trades under the symbol ‘‘CWCO.’’ Listed below, for each quarter of the last two ﬁscal years, are the high and low closing prices for our Class A common stock on the NASDAQ Global Select Market. First Quarter 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Quarter 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . First Quarter 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Quarter 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High $12.17 14.62 13.79 12.15 $11.49 13.12 13.50 13.12 Low $10.63 11.95 11.45 10.10 $ 9.78 10.59 9.97 10.37 No trading market exists for our redeemable preferred shares, which are only issued to, or purchased by, long-term employees of our company and must be held by these employees for a period of four years before they vest. On December 16, 2016, we issued 15,192 shares of common stock to our directors under the Non-Executive Directors’ Share Plan in consideration for their service on our Board of Directors and the committees thereof. See ‘‘ITEM 11. EXECUTIVE COMPENSATION.’’ We are a party to an Option Deed dated August 6, 1997, and amended on August 8, 2005, September 27, 2005 and May 30, 2007 (as amended, the ‘‘Option Deed’’), designed to deter coercive takeover tactics. Pursuant to the Option Deed, we granted to the holders of our common shares and redeemable preferred shares options (the ‘‘Options’’) to purchase one one-hundredth of a share of our Class ‘B’ common shares at an exercise price of $100.00 per one one-hundredth of a Class ‘B’ common share, subject to adjustment. The Options are attached to and trade with our common shares and redeemable preferred shares, and no separate certiﬁcates representing the Options have been distributed. The Options will separate from our common shares and redeemable preferred shares, and certiﬁcates representing the Options will be issued, upon the earlier of the date (such date, the ‘‘Distribution Date’’) that is (i) ten business days following a public announcement that a person or group of affiliated or associated persons (an ‘‘Acquiring Person’’) has acquired, or obtained the right to acquire, beneﬁcial ownership of 20% or more of our outstanding common shares, or (ii) ten business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. The Options are not exercisable until the Distribution Date and will expire at the close of business on July 31, 2017, unless the Options are earlier redeemed by us. Additionally, following the Distribution Date, all Options that are, or in certain circumstances were, beneﬁcially owned by any Acquiring Person will be null and void. For a period of ten business days following the date that any person, alone or jointly with its affiliates and associates, becomes an Acquiring Person, we will have the right to redeem the Options at a price of CI$0.01 per Option. If the Options are not redeemed, then following such ten business day period each holder of an Option will have the right to receive on exercise, in lieu of one one-hundredth of a Class ‘B’ common share, common shares (or, in certain circumstances, cash, property or other securities) having a value equal to two times the exercise price of the Option. For example, at an exercise price of $100.00 per Option, each Option not owned by an Acquiring Person (or by certain related parties) following any person, alone or jointly with its affiliates and associates, becoming an Acquiring Person would entitle its holder to purchase $200.00 worth of common shares for $100.00. Assuming that the common shares had a per share value of $20.00 at such time, the holder of each valid Option would be entitled to purchase 10 common shares for $100.00. 31 Any of the provisions of the Option Deed may be amended by our Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Option Deed may be amended by the Board of Directors in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Options (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Option Deed. The Option Deed expires on July 31, 2017, and we do not expect our Board of Directors to extend the Option Deed beyond this expiration date. Currently 2,023,850 Bahamian Depository Receipts (‘‘BDRs’’) that constitute ownership of 404,770 shares of our common stock are listed and traded on the Bahamian International Stock Exchange. Our common shares that underlie these BDRs are held in a custodial account in The Bahamas. The BDRs are entitled to dividend payments, if and when declared on our common shares, in proportion to their relative value to our common shares. Holders As of March 10, 2017, we had 805 holders of record of our common stock. Dividends Our Board of Directors declares and approves any and all dividends. We have paid dividends to owners of our common shares and redeemable preferred shares since we began declaring dividends in 1985. However, the payment of any future cash dividends will depend upon our earnings, ﬁnancial condition, cash ﬂows, capital requirements and other factors our Board of Directors deems relevant in determining the amount and timing of such dividends. Listed below, for each quarter of the last two ﬁscal years, is the amount of dividends declared on our issued and outstanding shares of common shares and redeemable preferred shares. First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter 2016 $0.075 0.075 0.075 0.075 $ 0.30 2015 $0.075 0.075 0.075 0.075 $ 0.30 Exchange Controls and Other Limitations Affecting Security Holders Our Company is not subject to any governmental laws, decrees or regulations in the Cayman Islands which restrict the export or import of capital, or that affect the remittance of dividends, interest or other payments to non-resident holders of our securities. The Cayman Islands does not impose any limitations on the right of non-resident owners to hold or vote our common stock. There are no exchange control restrictions in the Cayman Islands. Taxation The Cayman Islands presently impose no taxes on proﬁt, income, distribution, capital gains, or appreciations of our Company and no taxes are currently imposed in the Cayman Islands on proﬁt, income, capital gains, or appreciations of the holders of our securities or in the nature of estate duty, inheritance, or capital transfer tax. The United States and the Cayman Islands do not have an income tax treaty. The information required by Item 201(d) of Regulation S-K is provided under ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS of this Annual Report. 32 ITEM 6. SELECTED FINANCIAL DATA The table below contains selected ﬁnancial data, derived from our audited consolidated ﬁnancial statements for each of the years in the ﬁve-year period ended December 31, 2016. Our consolidated ﬁnancial statements are prepared in accordance with the accounting principles generally accepted in the United States of America (‘‘US-GAAP’’). As a result, all ﬁnancial information presented herein has been prepared in accordance with US-GAAP. This selected ﬁnancial data should be read in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and with our consolidated ﬁnancial statements and related notes thereto contained elsewhere in this Annual Report. 2016 Year Ended December 31, 2014 2015 2013 2012 Statement of Income Data: Revenues . . . . . . . . . . . . . . . . . $ 57,875,707 Net Income . . . . . . . . . . . . . . . 3,960,501(1) $ 57,116,202 $ 65,559,078 $ 63,822,131 $ 65,450,702 9,315,514 6,265,358 7,518,701 8,594,519 Balance Sheet Data: Total Assets . . . . . . . . . . . . . . . Long Term Debt Obligations 163,604,528 161,575,026 160,293,143 165,364,854 150,449,086 (including current portion) . . . . Demand loan payable . . . . . . . . . Note payable to related party . . . . Redeemable Preferred Stock . . . . Non-controlling interests . . . . . . . Dividends Declared Per Share . . . $ Basic Earnings Per Share . . . . . . $ Weighted Average Shares-Basic . . Diluted Earnings Per Share . . . . . $ Weighted Average Shares-Diluted. . — — 490,000 21,135 8,500,424 0.30 0.27 14,809,909 0.27 14,944,028 — 6,958,328 — 23,282 3,154,943 — 15,255,167 — — 22,445 2,599,258 8,833,312 — 22,104 2,933,496 $ $ $ 0.30 $ 0.51 $ 0.30 $ 0.43 $ 0.30 $ 0.59 $ 14,741,748 14,697,896 14,633,884 0.51 $ 0.42 $ 0.58 $ 14,827,755 14,764,323 14,703,880 6,852,660 — — 18,159 1,927,214 0.30 0.64 14,578,518 0.64 14,606,148 (1) Reﬂects $3,750,000 of impairment losses recorded during the third quarter. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Our primary objective is to provide water services in areas where the supply of potable water is scarce and where the use of reverse osmosis technology to produce potable water is economically feasible. We intend to increase revenues by developing new business opportunities both within our current service areas and in new markets. We expect to maintain operating efficiencies by continuing to properly execute our water production, energy recovery, equipment maintenance and water loss mitigation programs. We believe that many water scarce countries in the Caribbean basin and other select markets present opportunities for our business model. Our water production operations and activities, and those of our affiliate OC-BVI, are presently conducted at 13 plants in ﬁve countries: the British Virgin Islands and Indonesia. The following table sets forth the comparative combined production capacity of our retail, bulk and affiliate operations as of December 31 of each year. the Cayman Islands, The Bahamas, Belize, 33 Comparative Operations Plants 6 3 1 2 1 13 Capacity(1) 8.9 15.2 0.6 0.8 0.8 26.3 Location Cayman Islands Bahamas Belize British Virgin Islands Bali, Indonesia 2015 Plants 7 3 1 2 1 14 Capacity(1) 9.1 15.2 0.6 0.8 0.8 26.5 2016 Location Cayman Islands . . . . . . . . . . . . . Bahamas . . . . . . . . . . . . . . . . . . Belize . . . . . . . . . . . . . . . . . . . . British Virgin Islands . . . . . . . . . Bali, Indonesia . . . . . . . . . . . . . . (1) In millions of gallons per day. Cayman Islands We have been operating our business on Grand Cayman since 1973 and have been using reverse osmosis technology to convert seawater to potable water since 1989. The Cayman Islands have a limited natural supply of fresh water. We currently have an exclusive license from the Cayman Islands government to process potable water from seawater and then sell and distribute that water by pipeline to the Seven Mile Beach and West Bay areas of Grand Cayman. Our operations consist of three company owned and three government owned reverse osmosis seawater conversion plants which provide water to approximately 5,900 retail residential and commercial customers within a government licensed area and bulk water sales to the Water Authority-Cayman (‘‘WAC’’), respectively. Our pipeline system in the Cayman Islands covers the Seven Mile Beach and West Bay areas of Grand Cayman and consists of approximately 90 miles of potable water pipe. Our exclusive license from the Cayman Islands government was set to expire on July 30, 2010, however, we and the Cayman Islands government have extended the license several times in order to provide sufficient time to negotiate the terms of a new license. The most recent extension of the license expired on June 30, 2016. We continue to provide water subsequent to June 30, 2016 on the assumption that the license has been further extended to allow the parties to continue negotiations without interruption to an essential service. We have been informed during our retail license negotiations that the Cayman Islands government seeks to restructure the terms of our license to employ a rate of return on invested capital model, the implementation of which could signiﬁcantly reduce the operating income and cash ﬂows we have historically generated from our retail license. Our retail license negotiations have also been impacted by the passage of new legislation in the Cayman Islands. See further discussion of this matter at ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Material Commitments, Expenditures and Contingencies — Renewal of Retail License. The Bahamas CW-Bahamas produces potable water from three reverse osmosis seawater conversion plants. Two of these plants, the Windsor plant and the Blue Hills plant, are located in Nassau, New Providence and have a total installed capacity of 15.1 million gallons per day. CW-Bahamas supplies water from these plants on a take-or-pay basis to the Water and Sewerage Corporation of The Bahamas (‘‘WSC’’) under long-term build, own and operate supply agreements. During 2016, we supplied approximately 3.8 billion gallons (2015: 3.7 billion gallons) of water to the WSC from these plants. CW-Bahamas’ third plant is located in Bimini, has a capacity of 115,000 gallons per day, and provides potable water to the Bimini Sands Resort and to the Bimini Beach Hotel. We have also sold water intermittently to the WSC from our Bimini plant when their regular supply was unavailable. From time to time, CW-Bahamas has experienced delays in collecting its accounts receivable. Representatives of the Bahamas government have informed us that their previous delays in paying our accounts receivables did not reﬂect any type of dispute with us with respect to the amounts owed. To date, we have not been required to provide an allowance for any delinquent CW-Bahamas accounts receivable as such amounts were eventually paid in full. Based upon our experience, we believe that the accounts receivable from the WSC are fully collectible and therefore have not provided any allowance for possible non-payment of these receivables. Our accounts receivable balances due from the Bahamas government amounted to $11.0 million and $4.7 million, at December 31, 2016 and 2015, respectively. 34 Belize CW-Belize was acquired on July 21, 2000, and consists of one reverse osmosis seawater conversion plant on Ambergris Caye, Belize, capable of producing 600,000 gallons per day. We sell water to one customer, Belize Water Services Limited, which then distributes the water through its own distribution system to residential, commercial and tourist properties on Ambergris Caye. the Minister of Public Utilities of the government of Belize published a declaratory order In 2009, designating CW-Belize as a public utility provider. With this order the Public Utilities Commission of Belize (‘‘PUC’’) has the authority to regulate CW-Belize’s activities. In 2011, the PUC issued a second order that requires CW-Belize to take various actions mandated by the PUC that would be signiﬁcant to its operations. Hearings on this matter have been conducted in a Belize court and the ruling on the matter is pending. See further discussion of this matter at ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Material Commitments, Expenditures and Contingencies — CW-Belize. Critical Accounting Estimates The preparation of consolidated ﬁnancial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated ﬁnancial statements and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ signiﬁcantly from such estimates and assumptions. Certain of our accounting estimates or assumptions constitute ‘‘critical accounting estimates’’ for us because: • • the nature of these estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and the impact of the estimates and assumptions on ﬁnancial condition and results of operations is material. Our critical accounting estimates relate to the valuations of our (i) equity investment in our affiliate, OC-BVI; (ii) goodwill and intangible assets; and (iii) long-lived assets. Valuation of Investment in OC-BVI We account for our investment in OC-BVI under the equity method of accounting for investments in common stock. This method requires recognition of a loss on an equity investment that is other than temporary, and indicates that a current fair value of an equity investment that is less than its carrying amount may indicate a loss in the value of the investment. As a quoted market price for OC-BVI’s stock is not available, to test for possible impairment of our investment in OC-BVI, we estimated its fair value through the use of the discounted cash ﬂow method which relies upon projections of OC-BVI’s operating results, working capital and capital expenditures. The use of this method required us to estimate OC-BVI’s cash ﬂows from (i) its water supply agreement with the BVI government for its Bar Bay plant (the ‘‘Bar Bay agreement’’); and (ii) the pending amount awarded by the Eastern Caribbean Court of Appeals for the value of the Baughers Bay plant previously transferred by OC-BVI to the BVI government (see further discussion of the Baughers Bay litigation at Item 8. — Notes to the Consolidated Financial Statements — Note 8). We estimated the cash ﬂows OC-BVI will receive from its Bar Bay plant by (i) identifying various possible future scenarios which included the execution of a new agreement for the Bar Bay plant as well as the termination of Bar Bay plant operations upon the expiration of in March 2017; (ii) estimating the cash ﬂows associated with each possible scenario; and (iii) assigning a probability to each scenario. We similarly estimated the cash ﬂows OC-BVI will receive from the BVI government for the amount due under the ruling by the Eastern Caribbean Court of Appeals for the value of the Baughers Bay plant at the date it was transferred to the BVI government by assigning probabilities to the existing Bar Bay agreement 35 different valuation scenarios. The resulting probability-weighted sum represented the expected cash ﬂows, and our best estimate of future cash ﬂows, to be derived by OC-BVI from its Bar Bay plant and the pending court award. The identiﬁcation of the possible scenarios for the Bar Bay plant and the Baughers Bay plant valuation, the projections of cash ﬂows for each scenario, and the assignment of relative probabilities to each scenario all represented signiﬁcant estimates made by us. While we used our best judgment in identifying these possible scenarios, estimating the expected cash ﬂows for these scenarios and assigning relative probabilities to each scenario, these estimates were by their nature highly subjective and were also subject to material change by our management over time based upon new information or changes in circumstances. During 2016, after updating our probability-weighted estimates of OC-BVI’s future cash ﬂows and our resulting estimate of the fair value of our investment in OC-BVI, we determined that the carrying value of our investment in OC-BVI exceeded its fair value and recorded impairment losses of totaling $925,000 through the nine months ended September 30, 2016. We recorded impairment losses for our investment in OC-BVI of $1,060,000 and $860,000 for 2015 and 2014, respectively. As a result of the impairment losses recorded to date, as of December 31, 2016 the amount of our proportionate share (43.5%) of the net assets reﬂected on OC-BVI’s balance sheet exceeded the carrying value of our investment in OC-BVI by approximately $30,000. In February 2017, the BVI government executed a 14 year extension to Bar Bay water supply agreement. The selling price for the water under this extension is approximately 31% lower than the price that was in effect as of December 31, 2016. Based upon the execution of this extension we believe further impairment losses to reduce the carrying value of our investment in OC-BVI will not be required unless the BVI government fails to comply with the terms of the Bar Bay extension or a presently unforeseen event occurs that would impact the future net cash ﬂows we expect OC-BVI to generate. Goodwill and intangible assets reporting process for the fourth quarter of each ﬁscal year. Management Goodwill represents the excess cost over the fair value of the assets of an acquired business. Goodwill and intangible assets acquired in a business combination accounted for as a purchase and determined to have an indeﬁnite useful life are not amortized, but are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. We evaluate the possible impairment of goodwill annually as part of our identiﬁes our reporting units, which consist of our retail and bulk operations and 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. We determine the fair value of each reporting unit and compare these fair values to the carrying amounts of the reporting units. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, we are required to perform the second step of the impairment test, as this is an indication that the reporting unit’s goodwill may be impaired. In this step, we compare the implied fair value of each reporting unit’s goodwill with the carrying amount of such goodwill. The implied fair value of goodwill the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. If the implied fair value is less than its carrying amount, the impairment loss is recorded. is determined by allocating the fair value of the reporting unit to all For the years ended December 31, 2016 and 2015, we estimated the fair value of our reporting units by applying the discounted cash ﬂow method, the subject company stock price method, the guideline public company method, and the mergers and acquisitions method. The discounted cash ﬂow method relied upon seven-year discrete projections of operating results, working to the discrete period. These capital and capital expenditures, along with a terminal value subsequent 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 each analysis. In preparing these seven-year projections for our retail unit we (i) identiﬁed possible outcomes of our on-going negotiations with the Cayman Islands government for the renewal of our retail license; (ii) estimated the cash ﬂows associated with each possible outcome; and (iii) assigned a probability to each outcome and 36 associated estimated cash ﬂows. The weighted average estimated cash ﬂows were then summed to determine the overall fair value of the retail unit under this method. The possible outcomes used for the discounted cash ﬂow method for the retail unit included the implementation of a rate of return on invested capital model, the methodology proposed by Cayman Islands government representatives for the new retail license. We also estimated the fair value of each of our reporting units for the years ended December 31, 2016 and 2015 through reference to the quoted market prices for our Company and guideline companies and the market multiples implied by guideline merger and acquisition transactions. We weighted the fair values estimated for each of our reporting units under each method and summed such weighted fair values to estimate the overall fair value for each reporting unit. The respective weightings we applied to each method as of December 31, 2016 were consistent with those used as of December 31, 2015 and were as follows: Method Discounted cash ﬂow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subject company stock price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guideline public company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mergers and acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail 50% 30% 10% 10% 100% Bulk 50% 30% 10% 10% 100% The fair values we estimated for our retail, bulk and Aerex units exceeded their carrying amounts by 123%, 41%, and 26%, respectively, as of December 31, 2016. The fair values we estimated for our retail and bulk reporting units exceeded their carrying amounts by 72% and 20%, respectively, as of December 31, 2015. We also performed an analysis reconciling the conclusions of value for our reporting units to our market capitalization at December 31, 2016. This reconciliation resulted in no implied control premium for our Company. On February 11, 2016, we acquired 51% ownership interest in Aerex. In connection with this acquisition we recorded goodwill of $8,035,211. Aerex’s actual results of operations subsequent to its acquisition have fallen signiﬁcantly short of the projected results that were included in the overall cash ﬂow projections we utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Based upon currently available information, we believe Aerex’s results of operations for ﬁscal 2017 will also fall short of our purchase price projections for Aerex. Due to these actual and projected shortfalls in Aerex’s results of operations, we tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash ﬂow method. As a result of this impairment testing, we determined that the carrying value of our Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016 to reduce the carrying value of this goodwill to $6,285,211. We may be required to record additional impairment losses to reduce the carrying value of our Aerex goodwill in future periods if we determine it likely that Aerex’s results of operations will continue to fall short of our purchase price projections. Long-lived assets We review the carrying amounts of our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a signiﬁcant decline in the observable market value of an asset, a signiﬁcant change in the extent or manner in which an asset is used, or a signiﬁcant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash ﬂows and measure the impairment loss based on the difference between the carrying amount and fair value. 37 Through our subsidiary, CW-Bali, we have built and presently operate a seawater reverse osmosis plant with a productive capacity of approximately 790,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. Since its inception, we have recorded operating losses for CW-Bali as the sales volumes for its plant have not been sufficient to cover its operating costs. In 2016, we determined, based upon probability-weighted scenarios for CW-Bali’s future undiscounted cash ﬂows, the carrying values of CW-Bali’s long-lived assets were not recoverable and recorded an impairment loss of $2.0 million for the three months ended September 30, 2016 to reduce the carrying values of these assets to their fair values. See further and discussion Contingencies — CW-Bali.’’ Item 7. — ‘‘Material Commitments, Expenditures subsidiary that this of at Quarterly Results of Operations The following table presents unaudited quarterly results of operations for the eight quarters ended December 31, 2016. We believe that all adjustments, consisting only of normal recurring adjustments, necessary to present fairly such quarterly information have been included in the amounts reported below. Total revenues . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Consolidated Water Co. Ltd. stockholders . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . Total revenues . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Consolidated Water Co. Ltd. stockholders . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . Year Ended December 31, 2016(1) First Quarter $14,034,772 6,177,031 Second Quarter $15,398,635 6,592,379 Third Quarter $14,385,353 5,919,323 Fourth Quarter $14,056,947 5,562,153 2,054,641 0.14 2,204,333 0.15 (1,865,332) (0.13) 1,566,859 0.10 Year Ended December 31, 2015(1) First Quarter $14,666,112 6,148,302 Second Quarter $14,485,669 5,965,294 Third Quarter $14,605,649 5,641,743 Fourth Quarter $13,358,772 5,552,881 1,921,261 0.13 2,228,100 0.15 1,775,500 0.12 1,593,840 0.11 (1) Due to rounding, the sum of the quarterly amounts may not equal the reported amounts for the year. Results of Operations The following discussion and analysis of our ﬁnancial condition and results of operations should be read in conjunction with our audited consolidated ﬁnancial statements and accompanying notes included under Part II, ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, of this Annual Report. Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 Consolidated Results Net income attributable to Consolidated Water Co. Ltd. stockholders for 2016 was $3,960,501, ($0.27 per share on a fully-diluted basis), as compared to $7,518,701 ($0.51 per share on a fully-diluted basis) for 2015. Total revenues for 2016 and 2015 were $57,875,707 and $57,116,202, respectively. Higher revenues for our retail and services segments in 2016 served to offset a decrease in the bulk segment revenues. Gross proﬁt for 2016 was $24,250,886 or 42% of total revenues, as compared to $23,308,220 or 41% of total revenues, for 2015. Gross proﬁt for the retail and services segments increased from 2015 to 2016 while bulk segment gross proﬁt remained relatively consistent. For further discussion of revenues and gross proﬁt for 2016, see the ‘‘Results by Segment’’ analysis that follows. G&A expenses on a consolidated basis were $18,677,584 and $14,840,156 for 2016 and 2015, respectively. The increase in consolidated G&A expenses from 2015 to 2016 is primarily attributable to the addition of approximately $2,309,000 in expenses for Aerex after our acquisition of a 51% ownership interest in this 38 company in February 2016 and an increase of approximately $1,036,000 in the expenses incurred in connection with the project development activities of our Mexican subsidiaries. We recorded an impairment loss of ($2 million) in 2016 to reduce the carrying value of CW-Bali’s long-lived assets to their estimated fair value. See further discussion of this impairment loss at Item 7. — ‘‘Material Commitments, Expenditures and Contingencies — CW-Bali.’’ loss of ($1,750,000) in 2016 to reduce the carrying value of the goodwill We recorded an impairment associated with the Aerex acquisition. See further discussion of this impairment loss at the discussion of the results of the services segment that follows. Other income (expense), net for 2016 was $417,954 as compared to ($542,570) for 2015. The ﬂuctuation in this net component of our results of operations reﬂects (i) interest income that was approximately $404,000 less in 2016 than 2015 due to a decrease in interest earning deposit and loan receivable balances (ii) an impairment loss recorded for our equity investment in OC-BVI in 2016 of ($925,000) as compared to an impairment loss of ($1,060,000) for this investment in 2015; (iii) an unrealized loss of ($297,000) recorded in 2016 resulting from the revaluation of the net put/call option value recorded in connection with the Aerex acquisition; (iv) $271,000 relating to the gain on sale of ﬁxed assets in 2016: and (iv) foreign currency gains relating to CW-Bali of approximately $201,000 in 2016, as compared to foreign currency losses relating to CW-Bali of approximately ($346,000) in 2015. Results by Segment Retail Segment: The retail segment generated a loss from operations of ($248,844) in 2016 as compared to income from operations of $1,615,436 in 2015. The loss from operations for 2016 is attributable to a $2.0 million impairment loss recorded in 2016 on the long-lived assets of CW-Bali. Revenues generated by our retail water operations were $23,505,619 in 2016 as compared to $23,254,757 in 2015. The volume of water sold by our Cayman Water retail operations increased by 12% from 2015 to 2016 which served to offset (i) lower energy costs, which reduced the energy component of the rates we charge to our Cayman Water customers by $818,771 from 2015; (ii) a reduction in Cayman Water base rates in the ﬁrst quarter of 2016 of 4.4% from 2015; and (iii) a decrease in sales for CW-Bali of approximately $277,000. Retail segment gross proﬁt was $13,211,321 (56% of retail revenues) and $12,710,785 (55% of retail revenues) for 2016 and 2015, respectively. Consistent with prior periods, we record all non-direct G&A expenses in our retail segment and do not allocate any of these non-direct expenses to our other two business segments. Retail G&A expenses for 2016 and 2015 remained relatively consistent at $11,460,165 and $11,095,349, respectively. CW-Bali owns and operates a seawater reverse osmosis plant with a productive capacity of approximately 790,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. The revenues we generated from this plant amounted to $91,311 and $368,012 for 2016 and 2015, respectively. CW-Bali’s operating loss was approximately ($2,744,000) for 2016 as we recorded an impairment loss of $2.0 million for the quarter ended September 30, 2016 to reduce the carrying value of CW-Bali’s long-lived assets to their estimated fair value. CW-Bali’s operating loss was approximately ($484,000) for 2015. See further discussion of Item 7. — ‘‘Material Commitments, Expenditures and Contingencies — CW-Bali.’’ subsidiary at this Bulk Segment: The bulk segment contributed $8,413,644 and $8,613,523 to our income from operations for 2016 and 2015, respectively. Bulk segment revenues were $29,647,034 and $31,854,255 for 2016 and 2015, respectively. The decrease in bulk revenues from 2015 to 2016 is attributable to our Bahamas and Cayman operations, which generated approximately $1,507,000 and $893,000 less in revenues, respectively, in 2016 than in 2015 due to a signiﬁcant decrease in the prices of diesel fuel and electricity from 2015 to 2016, which reduced the pass-through energy component of our bulk water rates. 39 Gross proﬁt for our bulk segment was $10,158,484 and $10,219,466 for 2016 and 2015, respectively. Gross proﬁt as a percentage of bulk revenues increased to approximately 34% in 2016 as compared to 32% in 2015 due to the reduced energy prices, as energy expense for our bulk operations was approximately $2,048,000 less in 2016 than in 2015. Bulk segment G&A expenses were $1,744,840 and $1,605,943 for 2016 and 2015, respectively. The slight increase in bulk G&A expenses in 2016 is attributable to a $175,467 increase in bank charges incurred by CW Bahamas attributable to incremental cash transfers from the Bahamas to our Cayman Islands headquarters. Services Segment: The comparability of the services segment’s results from 2015 to 2016 is signiﬁcantly impacted by the inclusion of Aerex’s results of operations subsequent to our acquisition of a 51% ownership interest in this company in February 2016. The services segment incurred losses from operations of ($6,341,498) and ($1,760,895) for 2016 and 2015, respectively. Services segment revenues were $4,723,054 and $2,007,190 for 2016 and 2015, respectively. Services revenues increased in 2016 due to the addition of approximately $3.9 million of revenues from Aerex in 2016. The increase in service revenues in 2016 from the addition of Aerex was offset by a decrease in revenues recognized on plant construction and refurbishment projects performed for the WAC. Such revenues totaled $320,296 in 2016 as compared to $1,478,843 in 2015. Gross proﬁt for our services segment was $881,081 and $377,969 for 2016 and 2015, respectively. The increase in the services segment’s gross proﬁt from 2015 to 2016 reﬂects incremental gross proﬁt generated by Aerex of $796,450 offset by a decrease of $293,338 in gross proﬁt generated on plant construction and refurbishment projects. G&A expenses for the services segment were $5,472,579 and $2,138,864 for 2016 and 2015, respectively. The increase in G&A expenses for 2016 as compared to 2015 reﬂects the incremental G&A expenses of Aerex and an increase of $1,035,581 in the expenses incurred in connection with the project development activities of our Mexican subsidiaries. Total G&A expenses for Aerex for 2016 were approximately $2,308,000 and include $1,320,000 in amortization expenses for the intangible assets arising from our acquisition of Aerex. Aerex’s actual results of operations for the period subsequent to our acquisition of the company on February 11, 2016 fell signiﬁcantly short of the projected results for this period that were included in the overall cash ﬂow projections we utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Based upon currently available information, we believe Aerex’s results of operations for ﬁscal 2017 will also fall short of our purchase price cash ﬂow projections for Aerex. Due to these actual and projected shortfalls in Aerex’s results of operations, we tested Aerex’s goodwill for possible impairment as of September 30, 2016. As a result of this impairment testing, we determined that the carrying value of our Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,750,000 to reduce the carrying value of this goodwill as of September 30, 2016. We may be required to record additional impairment losses to reduce the carrying value of our Aerex goodwill in future periods if we determine it likely that Aerex’s results of operations will continue to fall short of our purchase price projections. Year Ended December 31, 2015 Compared to Year Ended December 31, 2014 Consolidated Results Net income attributable to Consolidated Water Co. Ltd. common stockholders for 2015 was $7,518,701 ($0.51 per share on a fully-diluted basis), as compared to $6,265,358 ($0.42 per share on a fully-diluted basis) for 2014. Total revenues for 2015 decreased to $57,116,202 from $65,559,078 in 2014 due to decreases in revenues for all three business segments. Gross proﬁt for 2015 was $23,308,220 or 41% of total revenues, as compared to $23,472,100 or 36% of total revenues, for 2014. In 2015 as compared to 2014, gross proﬁt dollars for the retail segment increased slightly but decreased for the bulk segment and the services segment generated a 40 gross proﬁt as opposed to incurring a gross loss. For further discussion of revenues and gross proﬁt for 2015, see the ‘‘Results by Segment’’ analysis that follows. General and administrative (‘‘G&A’’) expenses on a consolidated basis were $14,840,156 and $17,011,041 for 2015 and 2014, respectively. The decline in consolidated G&A expenses from 2014 to 2015 reﬂected (i) a decrease in professional fees of almost $484,000, as we incurred added fees in 2014 for the judicial review conducted in connection with our retail license negotiations; and (ii) a decrease of approximately $1,534,000 in the project development expenses incurred by NSC, our Mexico subsidiary. Interest expense decreased to $269,090 in 2015 from $488,770 in 2014 as interest expense for 2014 reﬂected the prepayment premium paid for the early redemption in February 2014 of the remaining outstanding balance on our bonds payable and the amortization of the related bond discount and deferred issuance costs. As a result of the declining cash ﬂows projected from OC-BVI’s Bar Bay contract, we recorded impairment charges aggregating $1,060,000 and $860,000 in 2015 and 2014, respectively, to reduce the carrying value of our investment in OC-BVI to its estimated fair value. See further discussion of these impairment charges at Note 8 of Notes to Consolidated Financial Statements. Other expense increased to $626,400 for 2015 from $203,135 for 2014 due to incremental foreign currency losses recorded for CW-Bali of approximately $223,000. Results by Segment Retail Segment: The retail segment contributed $1,615,436 and $1,043,322 to our income from operations for 2015 and 2014, respectively. Revenues generated by our retail water operations were $23,254,757 and $24,104,932 for 2015 and 2014, respectively. The drop in retail revenues in 2015 was attributable to a decrease in electricity prices from 2014 to 2015 that reduced the energy component of our retail water rates. Retail segment gross proﬁt was $12,710,785 (55% of retail revenues) and $12,583,655 (52% of retail revenues) for 2015 and 2014, respectively. The improvement in retail gross proﬁt as a percentage of revenues from 2014 to 2015 was due to energy prices, maintenance expenses and water system losses for 2015 that were less than those for 2014. Consistent with prior periods, we record all non-direct G&A expenses in our retail segment and do not allocate any of these non-direct costs to our other two business segments. Retail G&A expenses for 2015 and 2014 were $11,095,349 and $11,540,333, respectively. G&A expenses declined from 2014 to 2015 principally as a result of a decrease of approximately $531,000 in professional fees primarily due to incremental legal fees incurred in 2014 for the judicial review conducted in connection with our retail license negotiations. CW-Bali owns and operates a seawater reverse osmosis plant with a productive capacity of approximately 790,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. We sold approximately 44.0 million and 54.0 million gallons of water from this plant during 2015 and 2014, respectively. As of December 31, 2015, capitalized costs for this plant reﬂected on our consolidated balance sheet were approximately $3.0 million. The revenues we generated from this plant amounted to approximately $368,000 and $472,000 for 2015 and 2014, respectively. CW-Bali’s operating losses were approximately ($484,000) and ($458,000) for 2015 and 2014, respectively. Bulk Segment: The bulk segment contributed $8,613,523 and $9,610,071 to our income from operations for 2015 and 2014, respectively. Bulk segment revenues were $31,854,255 and $39,201,011 for 2015 and 2014, respectively. The decrease in bulk revenues from 2014 to 2015 was principally attributable to our Bahamas and Cayman operations, whose revenues decreased by approximately $5,641,000 and $1,532,000, respectively. The 2015 revenue decrease for our bulk operations resulted from signiﬁcant decreases in the prices of diesel fuel and electricity from 2014 to 2015 that reduced the energy component of our bulk water rates, declines of 13% and 3% in the volumes of water sold by our Bahamas and Cayman operations, respectively, a reallocation of production to the Red Gate 41 plant from the North Sound plant while the North Sound plant was being refurbished, and a reduction in rates charged for water produced from the North Sound Plant under the terms of the two-year operating agreement extension. These lower volumes of water sold by our bulk operations in 2015 reﬂected (i) the continuing water conservation and loss mitigation efforts of the Water and Sewerage Corporation of the Bahamas; and (ii) a decrease in purchases by the WAC. Gross proﬁt for our bulk segment was $10,219,466 and $11,215,570 for 2015 and 2014, respectively. Gross proﬁt as a percentage of bulk revenues was approximately 32% for 2015 and 29% for 2014. Total gross proﬁt dollars decreased in 2015 due to maintenance and repairs expenses that exceeded those for 2014 by approximately $363,000 and the lower revenues generated in 2015. Bulk segment G&A expenses remained consistent at $1,605,943 and $1,605,499 for 2015 and 2014, respectively. Services Segment: The services segment incurred losses from operations of ($1,760,895) and ($4,192,334) for 2015 and 2014, respectively. Services segment revenues were $2,007,190 and $2,253,135 for 2015 and 2014, respectively. Services revenues decreased in 2015 due to a decline in procurement services fees of approximately $221,000. The services segment generated a gross proﬁt of $377,969 in 2015 as opposed to a gross loss in 2014 of ($327,125), as a result of improved gross proﬁt margins for our construction activities. G&A expenses for the services segment were $2,138,864 and $3,865,209 for 2015 and 2014, respectively. The decrease in G&A expenses for 2015 as compared to 2014 reﬂected a decrease of approximately $1,534,000 in the project development expenses incurred by NSC, our Mexican subsidiary. LIQUIDITY AND CAPITAL RESOURCES Liquidity Position Our projected liquidity requirements for 2017 include capital expenditures for our existing operations of approximately $9.4 million, approximately $882,000 for notes payable and approximately $1.2 million for NSC’s project development activities. Our liquidity requirements for 2017 may also include quarterly dividends, if such dividends are declared by our Board. Our dividend payments amounted to approximately $4.6 million for the year ended December 31, 2016. In February 2016, we purchased 51% of the equity ownership of Aerex, a U.S. original equipment manufacturer and service provider of a wide range of products and services applicable to municipal and industrial water treatment, for $7.7 million in cash. Immediately following our acquisition of 51% of the ownership interest in Aerex, we and the former sole shareholder of Aerex loaned Aerex $510,000 and $490,000, respectively, in the form of notes payable which mature on June 30, 2017 and bear interest at 1% per annum. In February 2017, we and the former sole shareholder of Aerex loaned Aerex an additional $408,000 and $392,000, respectively, in the form of notes payable which mature on September 30, 2017 and bear interest at 1% per annum. As of December 31, 2016, we had cash and cash equivalents of approximately $39.3 million and working capital of approximately $54.2 million. We are not presently aware of anything that would lead us to believe that we will not have sufficient liquidity to meet our needs for 2017 and thereafter. Discussion of Cash Flows for the Year Ended December 31, 2016 Our cash and cash equivalents decreased to $39,254,116 as of December 31, 2016 from $44,792,734 as of December 31, 2015. Cash Flows from Operating Activities Our operating activities provided net cash of approximately $7.8 million. This net cash provided reﬂects net income generated for the year of approximately $2.8 million as adjusted for (i) various items included in the determination of net income that do not affect cash ﬂows during the year; and (ii) changes in the other 42 components of working capital. The more signiﬁcant of such items and changes in working capital components included depreciation and amortization of approximately $7.4 million, a net increase in accounts losses aggregating approximately receivable of approximately $5.9 million, and non-cash impairment $4.7 million. Cash Flows from Investing Activities Net cash used in our investing activities was approximately $2.8 million. In February 2016, we acquired a 51% ownership interest in Aerex through a stock purchase agreement for an aggregate purchase price of approximately $7.7 million in cash. We purchased property plant and equipment and expended funds on construction in progress in the normal course of business in the aggregate of amount of approximately $3.5 million. We received approximately $5.6 million upon the maturity of a certiﬁcate of deposit. We collected approximately $1.8 million in principal repayments on our loans receivable from the WAC. As a result of a favorable ruling by a Mexico appellate court in February 2016, we also obtained the release of approximately $399,000 in cash that had been restricted and pledged as collateral for a letter of credit at December 31, 2015. Cash Flows from Financing Activities Our ﬁnancing activities used approximately $10.6 million in net cash as we paid dividends of approximately $4.6 million and repaid a $7.0 million demand note payable. We also obtained a $490,000 working capital loan from Aerex’s prior sole stockholder that matures on June 30, 2017. Material Commitments, Expenditures and Contingencies Renewal of Retail License We sell water through our retail operations under a license issued in July 1990 by the Cayman Islands government that grants Cayman Water the exclusive right to provide potable water to customers within its licensed service area. As discussed below, this license was set to expire in July 2010 but has since been extended while negotiations for a new license take place. Pursuant to the 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, the Seven Mile Beach and West Bay areas. For the years ended December 31, 2016, 2015 and 2014, the Company generated approximately 40%, 40% and 36%, respectively, of its consolidated revenues and 56%, 56% and 54%, respectively, of its consolidated gross proﬁt from the retail water operations conducted pursuant to Cayman Water’s exclusive license. Under the license, Cayman Water pays a royalty to the government of 7.5% of its gross retail water sales revenues (excluding energy cost adjustments). The selling prices of water sold to its customers are determined by the license and vary depending upon the type and location of the customer and the monthly volume of water purchased. The license provides for an automatic adjustment for inﬂation or deﬂation on an annual basis, subject to temporary limited exceptions, and an automatic adjustment for the cost of electricity on a monthly basis. The Water Authority-Cayman (the ‘‘WAC’’), on behalf of the government, reviews and conﬁrms the calculations of the price adjustments for inﬂation and electricity costs. If Cayman Water wants to adjust its prices for any reason other than inﬂation or electricity costs, Cayman Water has to request prior approval of the Cabinet of the Cayman Islands government. Disputes regarding price adjustments would be referred to arbitration. The license was originally scheduled to expire in July 2010 but has been 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 extension of the license expired on June 30, 2016. We continue to provide water subsequent to June 30, 2016 on the assumption that the license has been further extended to allow the parties to continue negotiations without interruption to an essential service. The Cayman Islands government could ultimately offer a third party a license to service some or all of Cayman Water’s present service area. However, as set forth in the existing license, ‘‘the Governor hereby agrees that upon the expiry of the term of this Licence or any extension thereof, he will not grant a licence or franchise to any other person or company for the processing, distribution, sale and supply of water within the 43 Licence Area without having ﬁrst offered such a licence or franchise to the Company on terms no less favourable than the terms offered to such other person or company.’’ In February 2011, the Water (Production and Supply) Law, 2011 and the Water Authority (Amendment) Law, 2011 (the ‘‘New Laws’’) were published and enacted. Under the New Laws, the WAC will issue any new license, and such new license could include a rate of return on invested capital model, as discussed in the following paragraph. Following the enactment of the New Laws, we were advised in correspondence from the Cayman Islands government and the WAC that: (i) the WAC, and not is the principal negotiator in these license negotiations; and (ii) the WAC has determined that a rate of return on invested capital model (‘‘RCAM’’) for the retail license is in the best interest of the public and Cayman Water’s customers. RCAM is the rate model currently utilized in the electricity transmission and distribution license granted by the Cayman Islands government to the Caribbean Utilities Company, Ltd. We responded to the Cayman Islands government that we disagreed with the government’s position on these two matters and negotiations for a new license temporarily ceased. the Cayman Islands government, In July 2012, in an effort to resolve several issues relating to our retail license renewal negotiations, we ﬁled an Application for Leave to Apply for Judicial Review (the ‘‘Application’’) with the Grand Court of the Cayman Islands (the ‘‘Court’’), seeking declarations that: (i) certain provisions of the New Laws appear to be incompatible and a determination as to how those provisions should be interpreted; (ii) the WAC’s roles as the principal license negotiator, statutory regulator and our competitor put the WAC in a position of hopeless conﬂict; and (iii) the WAC’s decision to replace the rate structure under our current exclusive license with RCAM was predetermined and unreasonable. The hearing for this judicial review was held in April 2014 and in June 2014 the Court issued its ruling, which was limited to the determination that (i) the renewal of the license does not require a public bidding process; and (ii) the WAC is the proper entity to negotiate with us for the renewal of the license. In November 2014, we wrote to the Minister of Works offering to recommence license negotiations on the basis of the RCAM model subject to the following conditions: (i) the Government would undertake to amend the current water legislation to provide for an independent regulator and a fair and balanced regulatory regime more consistent with that provided under the electrical utility regulatory regime, (ii) the Government and we would mutually appoint an independent referee and chairman of the negotiations, (iii) our new license would provide exclusivity for the production and provision of all piped water, both potable and non-potable, within our Cayman Islands license area, (iv) the Government would allow us to submit our counter proposal to the WAC’s RCAM license draft, and (v) the principle of subsidization of residential customer rates by commercial customer rates would continue under a new license. In March 2015 we received a letter from the Minister of Works with the following responses to the November 2014 letter: (1) while the Cayman government plans to create a new public utilities commission, the provision of the new retail license will not depend upon the formation of such a commission; (2) any consideration regarding inclusion of the exclusive right to sell non-potable water within the area covered by the retail license will not take place until after the draft license has proceeded through the review process of the negotiations; (3) rather than allow us to submit our counter proposal to the WAC’s RCAM license draft, the WAC will draft the license with the understanding that we will be allowed to propose amendments thereto; (4) the principle of subsidization of residential customer rates by commercial customer rates would continue under the new license; and (5) a request that we consider eliminating our monthly minimum volume charge in the new license. We recommenced license negotiations with the WAC during the third quarter of 2015 based upon a draft RCAM license provided by the WAC. 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 has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Water utilities are not presently included in the scope of OFREG’s regulatory functions and remain under the regulatory control of the WAC. However, we were given the opportunity by the Cayman Islands legislative bills which are intended to transfer responsibility for government to comment on four draft 44 economic regulation of the water utility sector from the WAC to OFREG. We have not been advised as to the ﬁnal form and content of these legislative bills and are therefore presently unable to determine their ultimate impact on our retail license negotiations, however we believe that these bills will be enacted into law within the coming months. OFREG began operations in January 2017, and we have been advised by the WAC that they are presently coordinating with OFREG to transfer responsibility for our license negotiations from the WAC to OFREG. We cannot presently determine the impact of OFREG or the pending legislative bills on our retail license negotiations. We are presently unable to determine what impact the resolution of our retail license negotiations will have on our cash ﬂows, ﬁnancial condition or results of operations but such resolution could result in a material reduction of the operating income and cash ﬂows we have historically generated from our retail operations loss to reduce the carrying value of our goodwill. Such and could require us to record an impairment impairment loss could have a material adverse impact on our results of operations. N.S.C. Agua, S.A. de C.V. subsidiary, Consolidated Water through our wholly-owned Netherlands In May 2010, we acquired, Cooperatief, U.A., (‘‘CW-Cooperatief’’) a 50% interest in N.S.C. Agua, S.A. de C.V. (‘‘NSC’’), a development stage Mexican company. We have since purchased, through the conversion of a loan we made to NSC, sufficient shares to raise our ownership interest in NSC to 99.9%. NSC was formed to pursue a project (the ‘‘Project’’) encompassing the construction, operation and minority ownership of a 100 million gallon per day seawater to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. As discussed in the paragraphs that follow, during 2015 the scope of the Project was deﬁned by the State of Baja California (the ‘‘State’’) to consist of a ﬁrst phase consisting of a 50 million gallons per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase consisting of an additional 50 million gallons of production capacity. reverse osmosis desalination plant Since its inception, NSC has engaged engineering groups with extensive regional and/or technical experience to prepare preliminary designs and cost estimates for the desalination plant and the proposed pipeline and prepare the environmental impact studies for local, state and federal regulatory agencies, and has also acquired the land, performed pilot plant and feed water source testing and evaluated ﬁnancing alternatives for the Project. Through a series of transactions completed in 2012 − 2014, NSC purchased 20.1 hectares of land on which the proposed Project’s plant would be constructed for an aggregate price of approximately $20.6 million. In 2012, NSC entered into a lease with an effective term of 20 years from the date of full operation of the desalination plant with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at an amount that is currently equivalent to approximately $20,000 per month. This lease may be cancelled by NSC should NSC ultimately not proceed with the Project. the State enacted new legislation to regulate Public-Private Association projects which In August 2014, involve the type of long-term contract between a public sector authority and a private party that NSC is seeking to complete the Project. Pursuant to this new legislation, on January 4, 2015, NSC submitted an expression of interest for its project to the Secretary of Infrastructure and Urban Development of the State of Baja California (‘‘SIDUE’’). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that complies with requirements of the new legislation. NSC submitted this detailed proposal (the ‘‘APP Proposal’’) to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private Association Projects State Committee (the ‘‘APP Committee’’) for review and authorization. If the Project was authorized the State would be required to conduct a public tender for the Project. In response to its APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal de Agua de Baja California (‘‘CEA’’), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest with high social beneﬁts and is consistent with the objectives of the State development plan and (ii) that the Project and accompanying 45 required public tender process should be conducted. In November 2015, the State officially commenced the tender for the Project, the scope of which the State has deﬁned as a ﬁrst phase to be operational in 2019 consisting of a 50 million gallons per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. A consortium comprised of NSC, NuWater S.A.P.I. de C.V. and Degremont S.A. de C.V. (the ‘‘Consortium’’) submitted its tender for the Project on the April 21, 2016 tender submission deadline date set by the State. We have acknowledged since the inception of the Project that, due to the amount of capital the Project requires, NSC will ultimately need an equity partner or partners for the Project. Consequently, NSC’s tender to the State for the Project was based upon the following: (i) NSC will sell or otherwise transfer the land and other Project assets to a new company (‘‘Newco’’) that would build and own the Project; (ii) NSC’s potential partners would provide the majority of the equity for the Project and thereby would own the majority interest in Newco; (iii) NSC would maintain a minority ownership position in Newco; and (iv) Newco would enter into a long-term management and technical services contract for the Project with an entity partially owned by NSC or another Company subsidiary. On June 15, 2016, the State designated the Consortium as the winner of tender process for the Project. On August 17, 2016, NSC and NuWater incorporated a special purpose project company named Aguas de Rosarito S.A.P.I. de C.V. (‘‘AdR’’) to execute 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. As of December 31, 2016, NSC owned 99.6% of AdR. On August 22, 2016, the Public Private Partnership Agreement for public private partnership number 002/2015, contest number SIDUE-CEA-APP-2015-002 (‘‘APP Contract’’) was executed between AdR, CEA, the Government of Baja California represented by the Secretary of Planning and Finance (‘‘SPF’’), and the Public Utilities Commission of Tijuana (‘‘CESPT’’). The APP Contract requires AdR to design, construct, ﬁnance and operate a seawater desalination plant (and accompanying aqueducts) 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 potable water system in Tijuana, Baja California; and the second phase with a capacity of 50 million gallons per day and an aqueduct to a second delivery point in Tijuana. The ﬁrst phase must be operational within 36 months of commencing construction, and the second phase must be operational by the end of 2024. The APP Contract further requires AdR to operate and maintain the plant and aqueducts 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 aqueducts will be transferred to CEA. The total Project cost is expected to be approximately 9 billion Mexican pesos, or approximately US$463 million (based upon the currency exchange rate as of March 10, 2017). Annual revenues from the Project are expected to be approximately 1.02 billion Mexican pesos, or approximately US$52 million (based upon the currency exchange rate as of March 10, 2017). Water rates under the APP Contract are indexed to the Mexican national consumer price index over its term. Electrical energy costs incurred by AdR to desalinate and deliver water are treated as a pass through charge to CEA, subject to efficiency guarantees. AdR expects to raise Mexican peso denominated debt ﬁnancing through a consortium led by the North American Development Bank, which also provided ﬁnancial advisory services to the consortium through the bidding process and contract negotiations. The APP Contract does not become effective until the following conditions are met: • • the State has established and registered various payment trusts, guaranties and bank credit lines for speciﬁc use by the Project; the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use; 46 • • • • various water purchase and sale agreements between the CEA, the payment trusts and the CESPT have been executed; AdR has obtained all rights of ways required for the aqueduct; AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and all equity and debt ﬁnancing agreements necessary to provide the funding to AdR for the ﬁrst phase of the Project have been executed. Both the exchange rate for the Mexico peso relative to the dollar and general macroeconomic conditions in Mexico have declined since the U.S. Presidential election in November 2016. These changes have adversely impacted the estimated construction, operating, and ﬁnancing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modiﬁcations to the water tariff in the event of such signiﬁcant macroeconomic condition changes. On February 10, 2017, AdR submitted proposals to the CEA requesting an increase to the water tariff to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project. If AdR is unable to obtain this requested increase in the water tariff it may be unable to obtain the debt and equity ﬁnancing required for the Project. We are currently unable to say whether or not such water tariff increase will be approved. If AdR is ultimately unable to proceed with the Project, the land NSC has purchased may lose its strategic importance as the site for the Project and consequently may decline in value. If AdR does not proceed with the Project, NSC may ultimately be unable to sell this land for an amount equal to or in excess of its current carrying value of approximately $20.6 million, and any loss on sale of the land, or impairment loss NSC may be required to record as a result of a decrease in the fair value of the land could have a material adverse impact on our results of operations. Included in our results of operations are general and administrative expenses from NSC and AdR, consisting of organizational, legal, accounting, engineering, consulting and other costs relating to Project development activities. Such expenses amounted to approximately $3.0 million, $2.0 million and $3.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. The assets and liabilities of NSC and AdR included in our consolidated balance sheets amounted to approximately $23.3 million and $221,000, respectively, as of December 31, 2016 and approximately $22.0 million and $488,000 respectively, as of December 31, 2015. We expect to incur additional project development costs on behalf of NSC and AdR during 2017. Immediately following CW-Cooperatief’s acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company, Norte Sur Agua, S. de R.L. de C.V. (‘‘NSA’’). NSA subsequently transferred ownership of half of its shares in NSC to EWG Water LLC (‘‘EWG’’) and the other half of its shares in NSC to Alejandro de la Vega (the ‘‘individual shareholder’’). In February 2012, we paid $300,000 to enter into an agreement (the ‘‘Option Agreement’’) that provided us with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder, along with an immediate power of attorney to vote those shares, for $1.0 million. Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, we acquired 99.9% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required us to issue new shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option Agreement and (ii) we did not exercise our share purchase option by February 7, 2014. We exercised our option and paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014. In October 2015, we learned that EWG has ﬁled a lawsuit against the individual shareholder, NSC, NSA, CW-Cooperatief, Ricardo del Monte Nunez, Carlos Eduardo Ahumada Arruit, Luis de Angitia Becerra, and the Public Registry of Commerce of Tijuana, Baja California in the Civil Court located in Tecate, Baja California, Mexico. 47 In this lawsuit, EWG is challenging, among other things, the capital investment transactions that increased our ownership interest in NSC to 99.9%. EWG requested that the court, as a preliminary matter: (a) suspend of the effectiveness of the challenged transactions; (b) order of public officials in Mexico to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and NSC to oversee its commercial activities. The court granted, ex-parte, the preliminary relief sought by EWG, which resulted in the placement of inscriptions for the lawsuit on NSC’s public records. EWG also is seeking an order directing, among other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii) NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief. On April 5, 2016, NSC ﬁled a motion for reconsideration with the Tecate, Mexico Court asking, among other things, that the Court; (i) reverse its order to record the pendency of the lawsuit in the public records; (ii) cancel the appointment of the inspector; and (iii) allow NSC to provide a counter-guarantee to suspend the effects of the Court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico Court issued an interlocutory judgment (i) ordering the cancellation of the inscriptions on NSC’s public records and (ii) rejecting NSC’s motion for cancellation of the appointment of the inspector. On April 26, 2016, NSC ﬁled a full answer to EWG’s claims, rejecting every claim made by EWG. The Court’s response on this matter is pending. On May 17, 2016, NSC ﬁled a claim with the Third District Court in Matters of Amparo and Federal Trials in the City of Tijuana, Baja California (the ‘‘Amparo Court’’) challenging the Tecate, Mexico Court ex-parte order which appointed an inspector over NSC’s commercial activities. On July 29, 2016, the Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico Court’s appointment of an inspector. On September 6, 2016, the Tecate, Mexico Court issued a decree granting the counter guaranty requested by NSC. Such counter-guaranty was ﬁxed in the amount of 300,000 Mexican pesos and was given to the Court on October 13, 2016 at which time all remaining ex-parte restrictions on NSC related to the challenged transactions were suspended. We believe that the claims made by EWG are baseless and without merit, will vigorously defend NSC and CW-Cooperatief in this litigation, and will seek dismissal of the orders entered by the court and all claims against NSC and CW-Cooperatief. We cannot presently determine the outcome of this litigation. However, such litigation could adversely impact our efforts to complete the Project. We incurred legal fees in connection with this litigation of approximately $203,000 and $138,000 for the years ended December 31, 2016 and 2015, respectively. CW-Bali Through our subsidiary CW-Bali, we have built and presently operate a seawater reverse osmosis plant with a productive capacity of approximately 790,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. We built this plant based upon our belief that future water shortages in this area of Bali would eventually enable us to sell all of this plant’s production. However, since its inception, our sales volumes for this plant have not been sufficient to cover its operating costs. In 2015, the Indonesian government passed Regulation 122 which provides a mechanism for governmental the regulatory oversight over the utilization of Indonesia’s water resources. Under this new regulation, approval or cooperation of the local government water utility is required for any water supply contracts executed by non-governmental providers after the effective date of the regulation. Consequently CW-Bali will be required to enter into a cooperation agreement with Bali’s local government water utility, PDAM, or otherwise obtain PDAM’s approval, to supply any new customers. CW-Bali’s target resort customers in Nusa Dua (as do many other parties in Bali) obtain their fresh water primarily from wells on their properties that access the island’s underground fresh water aquifer. The continued use of such wells threatens to permanently damage the aquifer making it vulnerable to intrusion by seawater, sewage and pollution. The Bali government has sought to discourage and/or eliminate the use of such wells by threatening to impose substantial taxes on the water drawn from them. Our decision to build a 48 speculative plant in Bali was based upon (i) PDAM’s inability to provide water to the various newer and planned resorts in Nusa Dua, resorts that required large quantities of fresh water; (ii) these resorts’ apparent interest in securing a new water supply given their eventual reduced access to fresh water wells due to governmental taxation, other regulatory actions or eventual contamination of the aquifer; and (iii) desalination as the only viable new means of supplying large amounts of fresh water to Nusa Dua in a reasonable time frame. We believed the resorts would utilize CW-Bali as a much higher quality, drought-proof, environmentally safe water supply and reduce or eliminate their dependence on wells and/or trucked water. However, no taxes have yet been assessed or governmental regulatory actions taken to discourage or end the use of fresh water wells. Economic conditions in Bali have declined signiﬁcantly since CW-Bali commenced operations and, to date, the resorts in Nusa Dua have not elected to replace or supplement their much less expensive well water with CW-Bali’s alternative supply. A few of these target customers have installed their own small scale desalination plants. CW-Bali’s sales have been inadequate to cover its costs and we have incurred operating losses for this subsidiary since its inception. In late 2015, we decided to seek a strategic partner for CW-Bali to (i) purchase a major portion of its equity ownership in CW-Bali; (ii) lead CW-Bali’s sales and marketing efforts; (iii) liaise with PDAM; and (iv) assist with CW-Bali’s on-going funding requirements. While we have held discussions and exchanged information with potential partners, we have not yet received an offer for an investment in, a purchase of, or a joint venture for CW-Bali on terms we consider acceptable. While we continue to believe that desalination will play a major part in addressing the long term water supply needs of CW-Bali’s target market in Nusa Dua and Bali in general, the time frame for the widespread market adoption of such technology will likely be signiﬁcantly longer than we anticipated when we decided to commence business in Bali. Consequently, effective for the three months ended September 30, 2016, we reassessed the prospects for CW-Bali in light of (i) its results to date; (ii) current circumstances and the uncertainties impacting the business; and (iii) its on-going funding requirements and our willingness to continue to provide such funding, and tested CW-Bali’s long-lived assets for possible impairment. To test for impairment, we estimated the future undiscounted cash ﬂows CW-Bali will receive from its plant by (i) identifying various possible future scenarios for the business; (ii) estimating the undiscounted future cash ﬂows associated with each possible scenario; and (iii) assigning a probability to each scenario. The resulting probability-weighted sum represents our best estimate of the future undiscounted cash ﬂows to be derived by long-lived assets CW-Bali from its long-lived desalination plant assets. The carrying value of our Bali exceeded our probability-weighted estimate of CW-Bali’s future undiscounted cash ﬂows which indicated impairment of these assets, and we recorded an impairment loss of $2.0 million for the three months ended September 30, 2016 to reduce the carrying value of our long-lived CW-Bali assets to their estimated fair value. If in the coming months we are not able to obtain a strategic partner for CW-Bali, sell water to PDAM or to other new customers through a cooperation agreement, or otherwise signiﬁcantly increase the revenues generated by our Nusa Dua plant, we may cease CW-Bali’s operations. If we cease operations at CW-Bali, we in may be required to record further impairment CW-Bali for the period in which we formally commit to exit the Bali market. Such impairment losses could equal the carrying value of our investment in CW Bali and could have a material adverse impact on our results of operations. Any sale of a portion of our investment in CW-Bali may be for an amount less than our carrying amount, resulting in a loss on the sale that could have an adverse impact on our results of operations. The carrying value of our investment in CW-Bali as of December 31, 2016 totaled $1.8 million, consisting of net assets of $1.2 million and a cumulative foreign currency translation adjustment reﬂected in our stockholders’ equity of $549,555. losses to reduce the carrying value of our investment We anticipated at the time CW-Bali commenced operations that CW-Bali’s revenues, expenditures, and other cash ﬂows would be conducted primarily in the local currency, the Indonesian rupiah (IDR). We expected that ﬁnancial support we provided to CW-Bali would not extend beyond CW-Bali’s start-up phase, and that thereafter CW-Bali would generate positive net cash ﬂows from its operations and thus remain relatively self-contained and integrated within the economic environment of Bali, Indonesia. As a result, since inception of its operations through September 30, 2016, the functional currency of CW-Bali was the IDR. 49 However, since its inception CW-Bali has been dependent upon on-going ﬁnancial support in U.S dollars (US$) to continue its operations. We expect such funding to continue until such time, if ever, that CW-Bali generates sufficient revenues to support its operations, or is able to obtain a strategic partner to assist with its on-going funding requirements, or ceases operations. Consequently, effective as of October 1, 2016, we changed the functional currency of CW-Bali to US$. During the periods for which IDR was CW-Bali’s functional currency, we recorded foreign currency gains and losses arising from CW-Bali’s transactions conducted in currencies other than the IDR. Such foreign currency gains and losses included amounts associated with (i) transactions denominated in currencies other than the IDR and (ii) the re-measurement of monetary assets and liabilities denominated in currencies other than the IDR as of the balance sheet date. CW-Bali’s monetary assets and liabilities denominated in currencies other than the IDR consist of US$-denominated bank accounts and US$-denominated loans we provided to CW-Bali. Such foreign currency transaction gains (losses) were included in income and amounted to approximately $201,000, $(345,936) and $(123,327) for the years ended December 31, 2016, 2015 and 2014, respectively. After the re-measurement process of monetary assets and liabilities was completed, the assets and liabilities of CW-Bali were translated into US$ using exchange rates in effect at the end of each period. Revenues and expenses for CW-Bali were translated using rates that approximated those in effect during the period. The effect of these foreign currency translations was recognized in the cumulative translation adjustment included in our stockholders’ equity, which amounted to ($549,555) as of September 30 and December 31 of 2016 and ($533,365) as of December 31, 2015. This change in functional currency will be applied on a prospective basis, and therefore, the cumulative translation adjustment of ($549,555) will remain unchanged until such time that the CW-Bali is no longer dependent on US$ funding to support its operations, we sell all or a portion of our equity interest in CW-Bali, or we discontinue CW-Bali’s operations. Translated amounts for non-monetary assets as of September 30, 2016 became the new accounting basis for those assets effective October 1, 2016. Monetary assets denominated in foreign currencies, including the IDR, will be re-measured to US$ at the current exchange rate as of the balance sheet date going forward. We anticipate that the likely effect of this change in functional currency will result in future foreign currency gains and losses that pertain to (i) transactions denominated in IDR and (ii) foreign currency re-measurements associated with monetary assets and liabilities denominated in IDR. As of December 31, 2016, such balances include IDR-denominated cash, and accounts payable, which amounted to approximately $28,000, and $7,000, respectively, based upon the exchange rate between the IDR and US$ as of that date. Based on this change in functional currency, our US$-denominated loans to CW-Bali will not be subject to further re-measurement adjustments. CW-Belize the Minister of Public Utilities of the government of Belize By Statutory Instrument No. 81 of 2009, published an order, the Public Utility Provider Class Declaration Order, 2009 (the ‘‘Order’’), which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws of Belize. With this designation, the Public Utilities Commission of Belize (the ‘‘PUC’’) has the authority to set the rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint Order (the ‘‘Second Order’’) which among other things requires that (i) CW-Belize and its customer jointly make a submission to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act, (ii) CW-Belize submit an operations manual for CW-Belize’s desalination plant to the PUC for approval, (iii) CW-Belize and its customer modify the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day, (iv) CW-Belize keep a minimum number of replacement seawater RO membranes in stock at all times and (v) CW-Belize take possession of and reimburse the PUC for certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the Belize courts could hear the matter. The 50 initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on November 29, 2012. The ruling on this case is pending. We are presently unable to determine what impact the Order and the Second Order will have on our results of operations, ﬁnancial position or cash ﬂows. Adoption of New Accounting Standards: In February 2015, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) 2015-02, Consolidation (Topic 810) — Amendments to the Consolidation Analysis. The amendments in this update require management to reevaluate whether certain legal entities should be consolidated. Speciﬁcally, the amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (‘‘VIEs’’) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this update are effective for public business entities for ﬁscal years, and interim periods within those ﬁscal years, beginning after December 15, 2015. The adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated ﬁnancial statements. In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 provides authoritative guidance related to the presentation of debt issuance costs on the balance sheet, requiring companies to present debt issuance costs as a direct deduction from the carrying value of debt. The amendments in this update are effective for public business entities in ﬁscal years beginning after December 15, 2015, and interim periods within those ﬁscal years. The new guidance must be applied retrospectively to each prior period presented. The adoption of ASU 2015-03 did not have a material impact on the Company’s consolidated ﬁnancial statements. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clariﬁes the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. The SEC Staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendment requires retrospective application and represents a change in accounting principle. The amendment becomes effective in ﬁscal years beginning after December 15, 2015. The adoption of ASU 2015-15 did not have a material impact on the Company’s consolidated ﬁnancial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments, which requires an acquirer to recognize adjustments identiﬁed during the measurement period in the reporting period in which the adjustment amounts are determined. The adjustment must include the cumulative effect of the adjustment as if the accounting had been completed on the acquisition date. The update should be applied prospectively and becomes effective January 1, 2016. Early application is permitted. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated ﬁnancial statements. Effect of newly issued but not yet effective accounting standards: identiﬁcation of In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reﬂects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 including prescribes a ﬁve step framework in accounting for revenues from contracts within its scope, (a) the contract, identiﬁcation of (c) determination of the transaction price, (d) allocation of the transaction price to the identiﬁed performance obligations and (e) the identiﬁed performance obligations are satisﬁed. ASU 2014-09 also prescribes additional disclosures and ﬁnancial statement presentations. ASU 2014-09 may be adopted retrospectively or under a modiﬁed retrospective method where the cumulative effect is recognized at the date of initial application. This amendment was originally effective January 1, 2017. In August 2015, the performance obligations under recognition of the contract, revenues as (b) 51 the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date by one year to January 1, 2018. Early application is permitted but not before January 1, 2017. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), that amends the principal versus agent guidance in ASU 2014-09. ASU 2016-08 clariﬁes that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. ASU 2016-08 also provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, In April 2016, that amends the revenue guidance in ASU 2014-09 on identifying performance obligations and accounting for licenses of intellectual property. ASU 2016-10 changed the FASB’s previous proposals on renewals of right-to-use licenses and contractual restrictions. The effective date of the standard for the Company will coincide with ASU 2014-09 during the ﬁrst quarter 2018. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codiﬁed in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): In May 2016, Narrow-Scope Improvements and Practical Expedients, which clariﬁes implementation guidance around collectability, sales taxes collected from customers, noncash considerations, contract modiﬁcations at transition, and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amended the guidance on performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and permits early adoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition method. The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 are the same as ASU 2015-14 discussed above. The Company is currently evaluating the effect the adoption of these standards will have on the Company’s consolidated ﬁnancial statements. the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of In July 2015, Inventory. ASU 2015-11 applies to all inventory that is measured using ﬁrst-in, ﬁrst-out or average cost. The guidance requires an entity to measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective prospectively for ﬁscal years, and for interim periods within those years, beginning after December 15, 2016. Early application is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on the Company’s ﬁnancial position, results of operations or cash ﬂows. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740), Balance Sheet Classiﬁcation of Deferred Taxes. ASU 2015-17 requires net deferred tax assets and liabilities be classiﬁed as noncurrent in a the classiﬁcation between current and noncurrent amounts classiﬁed balance sheet and eliminates ASU No. 2015-17 is effective for ﬁnancial statements issued for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The adoption of ASU 2015-17 is not expected to have a material impact on the Company’s ﬁnancial position, results of operations or cash ﬂows. the FASB issued ASU 2016-01, Financial (Subtopic 825-10): In January 2016, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation and disclosure of ﬁnancial assets and ﬁnancial liabilities. ASU 2016-01 is effective for ﬁscal years, and for interim periods within those years, beginning after December 15, 2017 and, for most provisions, is effective using the cumulative-effect transition approach. Early application is Instruments — Overall 52 permitted for certain provisions. The Company is currently evaluating the effect amendment will have on the Company’s consolidated ﬁnancial statements. the adoption of this the FASB issued ASU 2016-02, Leases (Topic 842), which provides guidance for In February 2016, accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. The accounting guidance for lessors will remain relatively largely unchanged. ASU 2016-02 is effective for annual and interim periods beginning after December 15, the adoption of this 2018. Early adoption is permitted. The Company is currently evaluating the effect amendment will have on the Company’s consolidated ﬁnancial statements. In March 2016, the FASB issued ASU 2016-07, Investments — Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains signiﬁcant inﬂuence over a previously held investment. ASU 2016-07 will be effective for the Company’s ﬁscal year beginning January 1, 2017 and subsequent interim periods. The adoption of ASU 2016-07 is not expected to have a material impact on the Company’s ﬁnancial position, results of operations or cash ﬂows. the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): In March 2016, Improvements to Employee Share-Based Payment Accounting, which simpliﬁes several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements and classiﬁcation on the statement of cash ﬂows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2016-09 is not expected to have a material impact on the Company’s ﬁnancial position, results of operations or cash ﬂows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classiﬁcation of Certain Cash Receipts and Cash Payments, which clariﬁes how certain cash receipts and payments are presented in the statement of cash ﬂows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the effect the adoption of this amendment will have on the Company’s consolidated ﬁnancial statements. for Goodwill Impairment, which removes Step 2 of the goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 should be applied on a prospective basis and is effective for annual periods beginning January 1, 2020. Early adoption is permitted for interim or annual goodwill tests performed on testing dates after January 1, 2017. The Company is currently evaluating the effect the adoption of this amendment will have on the Company’s consolidated ﬁnancial statements. impairment impairment Material Expenditures and Commitments The following table summarizes our contractual obligations as of December 31, 2016: Employment agreements . . . . Operating leases . . . . . . . . . Purchase obligations . . . . . . Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . Total Total $ 3,167,484 5,399,179 2,882,113 224,827 $11,673,603 2017 $1,846,150 806,279 2,877,113 — $5,529,542 2018 − 2020 $1,321,334 1,780,678 5,000 124,827 $3,231,839 2021 − 2023 — $ 562,844 — — $562,844 2024 and Thereafter $ — 2,249,378 — 100,000 $2,349,378 CW-Bahamas and CW-Belize Liquidity Considerations Transfers of U.S. dollars from CW-Bahamas to our other subsidiaries require authorization in advance from the Central Bank of The Bahamas. Transfers of U.S. dollars from CW-Belize to our other subsidiaries require authorization in advance from the Central Bank of Belize. Furthermore, weakness in the Belize economy has reduced the amount of U.S. dollars 53 available for transfer by Belize banks, which limited the amount of U.S. dollars we were able to transfer from Belize to our other subsidiaries during 2016. We cannot presently determine when economic conditions in Belize will improve or when we will have an unlimited ability to transfer funds from CW-Belize. CW-Bahamas Performance Guarantees Our contract to supply water to the WSC from our Blue Hills plant requires us to guarantee delivery of a minimum quantity of water per week. If we do not meet this minimum, we are 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 WSC is currently paying us under the contract. The Blue Hills contract expires in 2032 and requires us to deliver 63.0 million gallons of water each week. Dividends • • • • • • On January 31, 2016, we paid a dividend of $0.075 to shareholders of record on January 1, 2016. On April 30, 2016, we paid a dividend of $0.075 to shareholders of record on April 1, 2016. On July 31, 2016, we paid a dividend of $0.075 to shareholders of record on July 1, 2016. On October 31, 2016, we paid a dividend of $0.075 to shareholders of record on October 3, 2016. On January 31, 2017, we paid a dividend of $0.075 to shareholders of record on January 2, 2017. On February 14, 2017, our Board declared a dividend of $0.075 payable on May 1, 2017 to shareholders of record on April 3, 2017. We have paid dividends to owners of our common shares and redeemable preferred shares since we began declaring dividends in 1985. Our payment of any future cash dividends will depend upon our earnings, ﬁnancial condition, cash ﬂows, capital requirements and other factors our Board deems relevant in determining the amount and timing of such dividends. Dividend Reinvestment and Common Stock Purchase Plan This program is available to our shareholders, who may reinvest all or a portion of their common cash dividends into shares of common stock at prevailing market prices and may also invest optional cash payments to purchase additional shares at prevailing market prices as part of this program. Impact of Inﬂation Under the terms of our Cayman Islands license and our water sales agreements in The Bahamas, Belize and the British Virgin Islands, our water rates are automatically adjusted for inﬂation on an annual basis, subject to temporary exceptions. We, therefore, believe that the impact of inﬂation on our gross proﬁt, measured in consistent dollars, will not be material. However, signiﬁcant increases in items such as fuel and energy costs could create additional credit risks for us, as our customers’ ability to pay our invoices could be adversely affected by such increases. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Credit Risk We are not exposed to signiﬁcant credit risk on retail customer accounts in the Cayman Islands as our policy is to cease supply of water to customers whose accounts are more than 45 days overdue. Our primary exposure to credit risk is from accounts receivable arising from bulk water sales to the governments of Belize, The Bahamas, the British Virgin Islands, and the Cayman Islands. As of December 31, 2016, we had approximately $3.8 million in loans receivable due from the WAC. These loans are current as to scheduled principal and interest payments. Interest Rate Risk We are not exposed to signiﬁcant interest rate risk as the balance of our note payable is not material to our operations or ﬁnancial condition. 54 Foreign Exchange Risk All of the currencies in our operating areas other than the Mexican peso, Indonesian rupiah (‘‘IDR’’) and the euro have been ﬁxed to the dollar for over 20 years and we do not employ a hedging strategy against exchange rate risk associated with our reporting in dollars. If any of these ﬁxed exchange rates becomes a ﬂoating exchange rate or if any of the foreign currencies in which we conduct business depreciate signiﬁcantly against the dollar, our results of operations and ﬁnancial condition could be adversely affected. As a result of our foreign operations, we have revenues and expenses, and assets and liabilities that are denominated in foreign currencies that are subject to variable foreign exchange rates. A 10% hypothetical adverse change in foreign exchange rates applied consistently to our ﬁnancial instruments subject to foreign exchange risk would result in an increase or decrease in our consolidated net income of approximately $7,000 for the year ended December 31, 2016. A 10% hypothetical adverse change in foreign exchange rates applied variably to our ﬁnancial instruments subject to foreign exchange risk would result in an increase or decrease in our consolidated net income of approximately $5,000 for the year ended December 31, 2016. Although operations generally are conducted in the relevant local currency, we also are subject to foreign exchange transaction exposure when our subsidiaries transact business in a currency other than their own functional currency. 55 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONSOLIDATED WATER CO. LTD. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets as of December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income for the Years Ended December 31, 2016, 2015 and 2014 . . . . . Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014 . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule II, Valuation and Qualifying Accounts, is omitted because the information is included in the ﬁnancial statements and notes. OCEAN CONVERSION (BVI) LTD. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets as of December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014 . . . Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014 . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 57 58 59 60 61 62 63 102 103 104 105 106 107 56 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders of Consolidated Water Co. Ltd. We have audited the accompanying consolidated balance sheets of Consolidated Water Co. Ltd. (the ‘‘Company’’) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income (loss), stockholders’ equity and cash ﬂows for each of the years in the three-year period ended December 31, 2016. These consolidated ﬁnancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated ﬁnancial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated ﬁnancial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁnancial statements, assessing the accounting principles used and signiﬁcant estimates made by management, as well as evaluating the overall ﬁnancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated ﬁnancial statements referred to above present fairly, in all material respects, the consolidated ﬁnancial position of Consolidated Water Co. Ltd as of December 31, 2016 and 2015, and the consolidated results of its operations and its cash ﬂows for each of the years in the three-year period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Consolidated Water Co. Ltd.’s internal control over ﬁnancial reporting as of December 31, 2016, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) and our report dated March 16, 2017 expressed an unqualiﬁed opinion on the effectiveness of the Company’s internal control over ﬁnancial reporting. /s/ Marcum LLP Fort Lauderdale, Florida March 16, 2017 57 CONSOLIDATED WATER CO. LTD. CONSOLIDATED BALANCE SHEETS December 31, 2016 2015 ASSETS Current assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39,254,116 — Certiﬁcate of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16,500,798 Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,305,879 Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,096,200 Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . 1,633,588 Current portion of loans receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,211 Costs and estimated earnings in excess of billings . . . . . . . . . . . . . . . . . . Total current assets 60,875,792 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,084,105 Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885,494 Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,606,088 Inventory, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,135,428 Loans receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,086,630 Investment in OC-BVI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,195,476 Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,784,248 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill 20,558,424 Land held for development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,392,843 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $163,604,528 $ 44,792,734 5,637,538 428,203 9,529,016 1,918,728 1,282,660 1,841,851 — 65,430,730 53,743,170 1,928,610 4,558,374 3,769,016 4,548,271 771,811 3,499,037 20,558,424 2,767,583 $161,575,026 LIABILITIES AND EQUITY Current liabilities Accounts payable and other current liabilities . . . . . . . . . . . . . . . . . . . . . $ Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note payable to related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Demand loan payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Billings in excess of costs and estimated earnings . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,898,908 1,187,214 490,000 — 102,966 6,679,088 1,915,241 904,827 9,499,156 $ 4,829,535 1,177,246 — 6,958,328 189,985 13,155,094 — 224,827 13,379,921 Commitments and contingencies Equity Consolidated Water Co. Ltd. stockholders’ equity Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 35,225 and 38,804 shares, respectively . . . . . . . . 21,135 23,282 Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 14,871,664 and 14,781,201 shares, respectively . . 8,922,998 8,868,721 Class B common stock, $0.60 par value. Authorized 145,000 shares; none — issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,621,033 51,589,337 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (549,555) Cumulative translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,604,948 Total Consolidated Water Co. Ltd. stockholders’ equity . . . . . . . . . . . . . . . . 8,500,424 Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,105,372 Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $163,604,528 — 84,597,349 52,084,175 (533,365) 145,040,162 3,154,943 148,195,105 $161,575,026 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 58 CONSOLIDATED WATER CO. LTD. CONSOLIDATED STATEMENTS OF INCOME Retail revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bulk revenues Services revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of retail revenues . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of bulk revenues . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of services revenues . . . . . . . . . . . . . . . . . . . . . . . . Total cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . . . Impairment loss on long-lived assets . . . . . . . . . . . . . . . . Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . Income from operations . . . . . . . . . . . . . . . . . . . . . . . . Other income (expense): Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . Proﬁt sharing income from OC-BVI . . . . . . . . . . . . . Equity in earnings of OC-BVI . . . . . . . . . . . . . . . . . Impairment loss on investment in OC-BVI . . . . . . . . . Unrealized loss on put/call option . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . Provision for (beneﬁt from) income taxes . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) attributable to non-controlling interests . . Net income attributable to Consolidated Water Co. Ltd. Other income (expense), net 2016 $23,505,619 29,647,034 4,723,054 57,875,707 10,294,298 19,488,550 3,841,973 33,624,821 24,250,886 18,677,584 2,000,000 1,750,000 1,823,302 Year Ended December 31, 2015 $23,254,757 31,854,255 2,007,190 57,116,202 10,543,972 21,634,789 1,629,221 33,807,982 23,308,220 14,840,156 — — 8,468,064 2014 $24,104,932 39,201,011 2,253,135 65,559,078 11,521,277 27,985,441 2,580,260 42,086,978 23,472,100 17,011,041 — — 6,461,059 609,750 (104,048) 125,550 337,809 (925,000) (297,000) 670,893 417,954 2,241,256 (536,057) 2,777,313 (1,183,188) 1,013,252 (269,090) 105,300 294,368 (1,060,000) — (626,400) (542,570) 7,925,494 — 7,925,494 406,793 1,440,631 (488,770) 111,375 303,380 (860,000) — (203,135) 303,481 6,764,540 — 6,764,540 499,182 stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,960,501 $ 7,518,701 $ 6,265,358 Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders . . Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders . . Dividends declared per common share . . . . . . . . . . . . . $ $ $ Weighted average number of common shares used in the determination of: 0.27 0.27 0.30 $ $ $ 0.51 0.51 0.30 $ $ $ 0.43 0.42 0.30 Basic earnings per share . . . . . . . . . . . . . . . . . . . . . 14,809,909 14,741,748 Diluted earnings per share . . . . . . . . . . . . . . . . . . . . 14,944,028 14,827,755 14,697,896 14,764,323 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 59 CONSOLIDATED WATER CO. LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income (loss) Foreign currency translation adjustment . . . . . . . . . . . . . Total other comprehensive income (loss) . . . . . . . . . . . . . . Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . Comprehensive income (loss) attributable to non-controlling 2016 $ 2,777,313 Year Ended December 31, 2015 $7,925,494 2014 $6,764,540 (17,042) (17,042) 2,760,271 (53,660) (53,660) 7,871,834 (10,953) (10,953) 6,753,587 interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,184,040) 404,110 498,634 Comprehensive income attributable to Consolidated Water Co. Ltd. stockholders . . . . . . . . . . . . . . . . . . . . $ 3,944,311 $7,467,724 $6,254,953 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 60 CONSOLIDATED WATER CO. LTD. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Redeemable preferred stock Shares Dollars Shares Common stock Cumulative translation adjustment Balance as of December 31, 2013 . . 37,408 $22,445 14,686,197 $8,811,718 $83,381,387 $47,155,548 $(471,983) — . . . . . . . . . Issue of share capital — Conversion of preferred stock . . . . — Buyback of preferred stock . . . . . . — Net income . . . . . . . . . . . . . . . — Exercise of options . . . . . . . . . . . Dividends declared . . . . . . . . . . . — Foreign currency translation — — — — 6,265,358 — — (4,420,285) 5,957 (4,756) (1,822) — 53 — 3,574 (2,854) (1,093) — 32 — 18,294 4,756 — — 6,652 — 10,976 2,854 — — 3,991 — 244,787 — (12,569) Additional paid-in capital Retained earnings 49,113 Dollars Non-controlling interests $ 2,599,258 — — — 499,182 — (164,396) Total stockholders’ equity $141,498,373 259,337 — (13,662) 6,764,540 53,136 (4,584,681) — — — — — — adjustment — . . . . . . . . . . . . . . — Stock-based compensation . . . . . . Balance as of December 31, 2014 . . 36,840 22,104 14,715,899 8,829,539 6,308 Issue of share capital . . . . . . . . . 4,317 Conversion of preferred stock . . . . — Buyback of preferred stock . . . . . . Net income — . . . . . . . . . . . . . . . 28,557 Exercise of options . . . . . . . . . . . Dividends declared . . . . . . . . . . . — Foreign currency translation 5,169 (4,317) (449) — 775 — 8,615 (7,195) (748) — 1,292 — 10,514 7,195 — — 47,593 — — — — — — — adjustment . . . . . . . . . — . . . . . . . . . . . . . . Stock-based compensation . . . . . . — Balance as of December 31, 2015 . . 38,804 23,282 14,781,201 8,868,721 15,094 Issue of share capital 8,421 6,935 Conversion of preferred stock . . . . (11,558) — (1,755) Buyback of preferred stock . . . . . . — Net income — . . . . . . . . . . . . . . . 32,248 1,313 Exercise of options . . . . . . . . . . . — — Dividends declared . . . . . . . . . . . Foreign currency translation 5,053 (6,935) (1,053) — 788 — 25,156 11,558 — — 53,749 — — 116,574 83,779,292 131,741 — (5,565) — (10,405) — — (482,388) 49,000,621 — — — — — — — — 7,518,701 — — — — (4,435,147) 427,431 (548) — 2,933,496 — — — 406,793 — (182,663) — 264,450 84,597,349 159,426 — (13,001) (2,683) — (50,977) — — — 3,154,943 (533,365) 52,084,175 — — — — — — — — — — (1,183,188) — 3,960,501 — — — (182,663) — — (4,455,339) 535,813 (10,953) 116,574 144,082,664 143,218 — (6,014) 7,925,494 456,763 (4,617,810) (53,660) 264,450 148,195,105 179,573 — (14,054) 2,777,313 568,849 (4,638,002) adjustment . . . . . . . . . . . . . . — — — — — — (16,190) (852) (17,042) Beginning Aerex non-controlling interest at fair value . . . . . . . . . — Stock-based compensation . . . . . . Balance as of December 31, 2016 . . 35,225 $21,135 14,871,664 $8,922,998 $85,621,033 $51,589,337 $(549,555) 341,446 — — — — — 6,712,184 — $ 8,500,424 6,712,184 341,446 $154,105,372 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 61 CONSOLIDATED WATER CO. LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS Cash ﬂows from operating activities Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,777,313 Adjustments to reconcile net income to net cash provided by $ 7,925,494 $ 6,764,540 Year Ended December 31, 2015 2014 2016 operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of prepaid land lease . . . . . . . . . . . . . . . . . . . . . . . Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . Deferred income tax beneﬁt . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized loss on put/call option . . . . . . . . . . . . . . . . . . . . . . . Compensation expense relating to stock and stock option grants . . . . Net loss (gain) on disposal of ﬁxed assets . . . . . . . . . . . . . . . . . . Foreign currency transaction adjustment . . . . . . . . . . . . . . . . . . . Proﬁt sharing and equity in earnings of OC-BVI . . . . . . . . . . . . . . Impairment loss on long-lived assets . . . . . . . . . . . . . . . . . . . . . Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of investment in OC-BVI . . . . . . . . . . . . . . . . . . . . . Change in: Accounts receivable and costs and estimated earnings in excess of billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . Accounts payable and other liabilities and billings in excess of costs and estimated earnings − construction project . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . Cash ﬂows from investing activities Purchase of certiﬁcate of deposit Maturity of certiﬁcate of deposit Additions to property, plant and equipment and construction in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of equipment . . . . . . . . . . . . . . . . . . . . . . . . Distribution of earnings from OC-BVI . . . . . . . . . . . . . . . . . . . . Acquisition of Aerex, net of cash acquired . . . . . . . . . . . . . . . . . . Collections on loans receivable . . . . . . . . . . . . . . . . . . . . . . . . . Sale of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment for land held for development . . . . . . . . . . . . . . . . . . . . Payment of land purchase obligation . . . . . . . . . . . . . . . . . . . . . Release/(restriction) of cash balance . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . 7,241,915 179,353 19,241 41,672 (536,057) 42,553 297,000 521,019 (314,381) (172,130) (463,359) 2,000,000 1,750,000 925,000 5,657,580 179,353 23,014 125,016 — — — 407,668 32,566 420,641 (399,668) — — 1,060,000 5,524,359 179,353 25,968 170,289 — — — 202,454 77,495 107,839 (414,755) — — 860,000 (5,910,009) (622,724) 185,401 3,402,728 (732,588) 276,116 5,988,523 (566,928) 423,893 (138,455) 7,823,352 (1,058,134) 17,319,786 (1,158,169) 18,184,861 — (5,637,538) 5,000,000 5,637,538 (5,000,000) — (3,462,150) 547,332 — (7,742,853) 1,841,851 — — — 398,744 (2,779,538) (3,626,278) (3,113,565) 13,620 10,160 969,600 — — — 1,691,102 1,726,310 8,587,475 — — (7,382,858) — (10,050,000) (456,083) (15,253,422) (42,716) (2,057,349) Cash ﬂows from ﬁnancing activities (4,433,539) Dividends paid to CWCO common shareholders . . . . . . . . . . . . . . (182,663) Dividends paid to non-controlling interests . . . . . . . . . . . . . . . . . (11,831) Dividends paid to CWCO preferred shareholders . . . . . . . . . . . . . . (14,054) Repurchase of redeemable preferred stock . . . . . . . . . . . . . . . . . . 568,849 Proceeds received from exercise of stock options . . . . . . . . . . . . . 490,000 Issuance of note payable to related party . . . . . . . . . . . . . . . . . . . — Principal repayments of long term debt . . . . . . . . . . . . . . . . . . . . — Proceeds received from demand loan payable . . . . . . . . . . . . . . . . (7,000,000) Repayments of demand loan payable . . . . . . . . . . . . . . . . . . . . . Net cash used in ﬁnancing activities . . . . . . . . . . . . . . . . . . . . . (10,583,238) Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . 806 Net increase (decrease) in cash and cash equivalents (5,538,618) . . . . . . . . . Cash and cash equivalents at beginning of period . . . . . . . . . . . 44,792,734 Cash and cash equivalents at end of period . . . . . . . . . . . . . . . $ 39,254,116 (4,417,534) (201,473) (11,881) (6,014) 456,763 — — — (2,000,000) (6,180,139) (3,253) 9,079,045 35,713,689 $44,792,734 (4,407,249) (164,396) (11,528) (13,077) 52,551 — (5,301,327) 10,000,000 (1,000,000) (845,026) 760 2,087,173 33,626,516 $ 35,713,689 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 62 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Principal activity Consolidated Water Co. Ltd., and its subsidiaries (collectively, the ‘‘Company’’) use reverse osmosis technology to produce potable water from seawater. The Company processes and supplies water and provides water-related products and services to its customers in the Cayman Islands, Belize, The Bahamas, the British Virgin Islands, the United States and Indonesia. The Company sells water to a variety of customers, including public utilities, commercial and tourist properties, residential properties and government facilities. The base price of water supplied by the Company, and adjustments thereto, are determined by the terms of a retail license and bulk water supply contracts which provide for adjustments based upon the movement in the government price indices speciﬁed in the license and contracts as well as monthly adjustments for changes in the cost of energy. The Company also manufactures and services a wide range of products and provides design, engineering, management, operating and other services applicable to desalination, commercial and municipal water production, supply and treatment, and industrial water and wastewater treatment. 2. Accounting policies Basis of preparation: The consolidated ﬁnancial statements presented are prepared in accordance with the accounting principles generally accepted in the United States of America. Use of estimates: The preparation of consolidated ﬁnancial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated ﬁnancial statements and the reported amounts of revenues and expenses during the reporting period. Signiﬁcant to estimates and assumptions include the intangible assets, goodwill and the fair value of the carrying value of property, plant and equipment, Company’s investment in its affiliate. Actual results could differ signiﬁcantly from such estimates. items subject Basis of consolidation: The accompanying consolidated ﬁnancial statements include the accounts of the Inc., Cayman Water Company Limited (‘‘Cayman Company’s (i) wholly-owned subsidiaries, Aquilex, Water’’), Consolidated Water (Belize) Limited (‘‘CW-Belize’’), Ocean Conversion (Cayman) Limited (‘‘OC-Cayman’’), DesalCo Limited (‘‘DesalCo’’), Consolidated Water Cooperatief, U.A. (‘‘CW-Cooperatief’’), Consolidated Water U.S. Holdings, Inc. (‘‘CW-Holdings’’); and (ii) majority-owned subsidiaries Consolidated (Asia) Water Pte. Limited, PT Consolidated Water Bali (‘‘CW-Bali’’), 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. (‘‘CW-Bahamas’’), Aerex Industries, (‘‘Aerex’’), Consolidated Water (Bahamas) Ltd. Inc. (other the Company and its foreign operating subsidiaries Foreign currency: The Company’s reporting currency is the United States dollar (‘‘US$’’). The functional currency of than CW-Bali, NSC and CW-Cooperatief) is the currency for each respective country. As discussed in Note 18, the Company changed the functional currency of CW-Bali from the Indonesian rupiah to the US$ as of October 1, 2016. The functional currency for NSC and CW-Cooperatief is the US$. The exchange rates for the Cayman Islands dollar, the Belize dollar and the Bahamian dollar are ﬁxed to the US$. CW-Cooperatief conducts business in US$ and euros, CW-Bali conducts business in US$ and Indonesian rupiahs, and NSC conducts business in US$ and Mexican pesos. The exchange rates for conversion of euros, rupiahs and Mexican pesos into US$ vary based upon market conditions. Net foreign currency gains (losses) arising from transactions and re-measurements were $50,299, ($485,291) and ($111,409) for the years ended December 31, 2016, 2015 and 2014, respectively, and are included in ‘‘Other income (expense) — Other’’ in the accompanying consolidated statements of income. 63 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Accounting policies − (continued) Comprehensive income: Comprehensive income (loss) is deﬁned as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive income (loss) is the total of net income and other comprehensive income (loss) which, for the Company, is comprised entirely of foreign currency translation adjustments related to CW-Bali. Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents as of December 31, 2016 and December 31, 2015 include $1.0 million and $13.6 million, respectively, of certiﬁcates of deposits with an original maturity of three months or less. As of December 31, 2016, the Company had deposits in U.S. banks in excess of federally insured limits of approximately $2.0 million. As of December 31, 2016, the Company held cash in foreign bank accounts of approximately $40.0 million. Transfers from the Company’s Bahamas and Belize bank accounts to Company bank accounts in other respectively. As of countries require the approval of December 31, 2016, the equivalent United States dollar cash balances for deposits held in the Bahamas and Belize were approximately $5.9 million and $4.9 million, respectively. the Bahamas and Belize, the Central Bank of Accounts receivable and allowance for doubtful accounts: Accounts receivable are recorded at invoiced amounts based on meter readings or minimum take-or-pay amounts per contractual agreements. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write-off experience and monthly review of delinquent accounts. Past due balances are reviewed individually for collectability and disconnection. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered by management to be remote. Inventory: Inventory primarily includes consumables stock and spare parts stock that are valued at the lower of cost or net realizable value with cost determined on the ﬁrst-in, ﬁrst-out basis. Inventory also includes potable water held in the Company’s reservoirs. The carrying amount of the water inventory is the lower of the average cost of producing water during the year or its net realizable value. Loans receivable: Loans receivable relate to notes receivable from customers arising from the construction and sale of water desalination plants. The allowance for loan losses, if any, is the Company’s best estimate of the amount of probable credit losses in the Company’s existing loans and is determined on an individual loan basis. Property, plant and equipment: Property, plant and equipment less accumulated depreciation. Depreciation is calculated using a straight line method with an allowance for estimated residual values. Rates are determined based on the estimated useful lives of the assets as follows: is stated at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings Plant and equipment . . . . . . . . . . . . . . . . . . . . . . Distribution system . . . . . . . . . . . . . . . . . . . . . . . Office furniture, ﬁxtures and equipment . . . . . . . . . Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . Lab equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 5 to 40 years 4 to 40 years 3 to 40 years 3 to 10 years 3 to 10 years Shorter of 5 years or lease term 5 to 10 years Additions to property, plant and equipment are comprised of the cost of the contracted services, direct labor and materials. Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. 64 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Accounting policies − (continued) Long-lived assets are reviewed for Long-lived assets: impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a signiﬁcant decline in the observable market value of an asset, a signiﬁcant change in the extent or manner in which an asset is used, or a signiﬁcant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets is not to be held and used, recoverable through its undiscounted cash ﬂows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. the Company recognizes an impairment loss only if its carrying amount Construction in progress: Interest costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily take a substantial period of time to be ready for their intended use, are added to the cost of those assets until such time as the assets are substantially ready for use. No interest was capitalized during the years ended December 31, 2016, 2015 or 2014. Goodwill and intangible assets: Goodwill represents the excess cost over the fair value of the assets of an acquired business. Goodwill and intangible assets acquired in a business combination accounted for as a purchase and determined to have an indeﬁnite useful life are not amortized, but are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated lives to their estimated residual values and reviewed periodically for impairment. The Company useful 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, which consist of the retail and bulk business segments and 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 the fair value to the carrying amount of the reporting unit. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the Company is required to perform the second step of the impairment test, as this is an indication that the reporting unit’s goodwill may be impaired. In this step, the Company compares the implied fair value of the reporting unit’s goodwill with the carrying amount of the reporting unit’s goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. If the implied fair value is less than its carrying amount, the impairment loss is recorded. For the years ended December 31, 2016 and 2015, the Company estimated the fair value of its reporting units by applying the discounted cash ﬂow method, the subject company stock price method, the guideline public company method, and the mergers and acquisitions method. The discounted cash ﬂow method 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 each analysis. In preparing these seven-year projections for its retail unit, the Company (i) identiﬁed possible outcomes of its on-going negotiations with the Cayman Islands government for the renewal of its retail license; (ii) estimated the cash ﬂows associated with each possible outcome; and (iii) assigned a probability to each outcome and associated estimated cash ﬂows. The weighted average estimated cash ﬂows were then summed to determine the overall fair value of the retail unit under this method. The possible outcomes used for the discounted cash ﬂow method for the retail unit included the implementation of a rate of return on invested capital model, the methodology proposed by Cayman Islands government representatives for the new retail license. 65 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Accounting policies − (continued) The Company also estimated the fair value of each of its reporting units for the years ended December 31, 2016 and 2015 through reference to the quoted market prices for the Company and guideline companies and the market multiples implied by guideline merger and acquisition transactions. The Company weighted the fair values estimated for each of its reporting units under each method and summed such weighted fair values to estimate the overall fair value for each reporting unit. The respective weightings the Company applied to each method as of December 31, 2016 were consistent with those used as of December 31, 2015 and were as follows: Method Discounted cash ﬂow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subject company stock price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guideline public company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mergers and acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail 50% 30% 10% 10% 100% Bulk 50% 30% 10% 10% 100% The fair values the Company estimated for its retail, bulk and Aerex units exceeded their carrying amounts by 123%, 41% and 26%, respectively, as of December 31, 2016. The fair values the Company estimated for respectively, as of December 31, 2015. its retail and bulk units exceeded their carrying amounts by 72% and 20%, The Company also performed an analysis reconciling the conclusions of value for its reporting units to its market capitalization at December 31, 2016. This reconciliation resulted in no implied control premium for the Company. On February 11, 2016, the Company acquired 51% ownership interest in Aerex. In connection with this acquisition the Company recorded goodwill of $8,035,211. Aerex’s actual results of operations subsequent to the Company’s acquisition have fallen signiﬁcantly short of the projected results for this period that were included in the overall cash ﬂow projections the Company utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Based upon currently available information, the Company believes Aerex’s results of operations for ﬁscal 2017 will also fall short of its purchase price projections for Aerex. Due to these actual and projected shortfalls in Aerex’s results of operations, the Company tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash ﬂow method. As a result of this impairment the carrying value of the Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016 to reduce the carrying value of this goodwill to $6,285,211. The Company may be required to record additional impairment losses to reduce the carrying value of its Aerex goodwill in future periods if the Company determines it likely that Aerex’s results of operations will continue to fall short of its purchase price projections. the Company determined that testing, Investments: Investments where the Company does not exercise signiﬁcant inﬂuence over the operating and ﬁnancial policies of the investee and holds less than 20% of the voting stock are recorded at cost. The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50% of the voting stock of the investee and has signiﬁcant inﬂuence over its operating and ﬁnancial policies but does not meet the criteria for consolidation. The Company recognizes impairment losses on declines in the fair value of the stock of investees that are other than temporary. Other assets: Under the terms of CW-Bahamas’ contract with the Water and Sewerage Corporation of The Bahamas to supply water from its Blue Hills desalination plant, CW-Bahamas was required to reduce the amount of water lost by the public water distribution system on New Providence Island, The Bahamas, over a one year period by 438 million gallons, a requirement CW Bahamas met during 2007. The Company was solely responsible for the engineering, labor and materials costs incurred to effect the reduction in lost water, 66 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Accounting policies − (continued) which were capitalized and are being amortized on a straight-line basis over the original remaining life of the Blue Hills contract. Such costs are included in other assets and aggregated approximately $3.5 million as of December 31, 2016 and 2015. Accumulated amortization for these costs was approximately $1.8 million and $1.6 million as of December 31, 2016 and 2015, respectively. Other liabilities: Other liabilities consist of security deposits received from large customers as security for accounts receivable from such customers. Income taxes: The Company accounts for the income taxes arising from the operations of its United States and Mexico 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. CW-Belize is liable for business and corporate income taxes. Under the terms of its water supply agreement with Belize Water Services Ltd. (‘‘BWSL’’), its sole customer, CW-Belize is reimbursed by BWSL for all taxes that it is required to pay and records this reimbursement as an offset to its tax expense. The Company is not presently subject to income taxes in the other countries in which it operates. the percentage-of-completion method, Construction revenue and cost of construction revenue: The Company recognizes revenue and related costs as work progresses on long term ﬁxed price construction contracts using the percentage-of-completion method, which relies on contract revenue and estimates of total expected costs. The Company follows this method since it can make reasonably dependable estimates of the revenue and costs applicable to various the Company records revenue and stages of a contract. Under recognizes proﬁt or loss as work on the contract progresses. The Company estimates total project costs and proﬁt to be earned on each long term, ﬁxed price contract prior to commencement of work on the contract and updates these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a speciﬁed point in time is that percentage of total estimated revenue that incurred costs to date comprises of estimated total contract costs. If, as work progresses, the actual contract costs exceed estimates, the proﬁt recognized on revenue from that contract decreases. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any costs and estimated earnings in excess of billings are classiﬁed as current assets. Billings in excess of costs and estimated earnings on uncompleted contracts, if any, are classiﬁed as current liabilities. With respect to the plant construction contracts awarded as the result of a tender process, the Company assumes the risk that the costs associated with constructing the plant may be greater than it anticipated in preparing its bid, as the terms of such tender processes typically require the winner to guarantee the sales price for the plant at the bid amount. Because the Company bases its contracted sales price in part on its estimation of future construction costs, the proﬁtability of its plant sales is dependent on its ability to estimate these costs accurately. The cost estimates the Company prepares in connection with the construction of plants to be sold to third parties are subject to inherent uncertainties. The cost of materials and construction may increase signiﬁcantly after the Company submits its tender and accompanying bid price for a plant due to factors beyond the Company’s control, which could cause the proﬁt margin for a plant to be less than the Company anticipated when the tender was submitted. The proﬁt margin the Company initially expects to generate from a plant sale could be further affected by other factors, such as hydro-geologic conditions at the in plant site that differ materially from those the Company believes exists, and therefore relies upon, determining its bid price. 67 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Accounting policies − (continued) Revenue from water sales: The Company recognizes revenues from water sales at the time water is supplied to the customer’s facility or storage tank. The amount of water supplied is determined based upon water meter readings performed at the end of each month. Under the terms of both its license agreement with the government of the Cayman Islands and its bulk water supply contracts, the Company is entitled to charge its customers the greater of a minimum monthly charge or the price for water supplied during the month. Comparative amounts: Certain amounts presented in the ﬁnancial statements previously issued for 2015 and 2014 have been reclassiﬁed to conform to the current year’s presentation. 3. Cash and cash equivalents Cash and cash equivalents are not restricted by the terms of the Company’s bank accounts as to withdrawal or use. As of December 31, 2016 and 2015, the equivalent United States dollars are denominated in the following currencies: Bank accounts: United States dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cayman Islands dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bahamian dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belize dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bermudian dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mexican peso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesian rupiah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short term deposits: United States dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bahamian dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2016 2015 $11,355,704 16,511,673 4,859,914 4,884,161 3,733 72,507 11,657 25,840 29,220 37,754,409 $10,961,159 10,590,207 1,983,236 4,213,923 4,571 27,872 23,819 25,879 40,483 27,871,149 490,914 1,008,793 1,499,707 $39,254,116 1,307,337 15,614,248 16,921,585 $44,792,734 Transfers from the Company’s Bahamas and Belize bank accounts to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas and Belize, respectively. 4. Accounts receivable Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivable − construction project . . . . . . . . . . . . . . . . . . . . . . . . Receivable from OC-BVI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . December 31 2016 $15,368,218 — 53,970 1,271,948 16,694,136 (193,338) $16,500,798 2015 $8,235,514 521,250 45,118 920,472 9,722,354 (193,338) $9,529,016 68 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Accounts receivable − (continued) The activity for the allowance for doubtful accounts consisted of: Opening allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts written off during the year . . . . . . . . . . . . . . . . . . . . . . . Ending allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . Signiﬁcant concentrations of credit risk are disclosed in Note 21. 5. Inventory Water stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumables stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Spare parts stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory (non-current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6. Loans receivable All loans receivable are due from the Water Authority-Cayman and consisted of: Two loans originally aggregating $10,996,290, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $124,827 to June 2019, and secured by the machinery and equipment of the North Side Water Works plant. . . . . . . . . . . . . . Two loans originally aggregating $3,671,039, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $54,513 to June 2017, and secured by the machinery and equipment of the Red Gate plant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans receivable, excluding current portion . . . . . . . . . . . . . . . . . . December 31 2016 $193,338 42,553 (42,553) $193,338 2015 $193,338 — — $193,338 December 31, $ 2016 23,905 143,028 6,745,034 6,911,967 2,305,879 $4,606,088 $ 2015 27,670 152,350 6,297,082 6,477,102 1,918,728 $4,558,374 December 31, 2016 2015 $3,448,051 $4,678,355 320,965 3,769,016 1,633,588 $2,135,428 932,512 5,610,867 1,841,851 $3,769,016 69 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Property, plant and equipment and construction in progress Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distribution system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Office furniture, ﬁxtures and equipment . . . . . . . . . . . . . . . . . . . Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lab equipment Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2016 $ 3,570,361 19,366,123 62,227,399 33,482,674 3,405,633 1,396,886 261,147 151,233 123,861,456 70,777,351 $ 53,084,105 $ 2015 3,223,361 18,437,758 63,733,553 31,726,766 3,210,819 1,384,294 260,519 157,851 122,134,921 68,391,751 $ 53,743,170 $ 885,494 $ 1,928,610 As of December 31, 2016, the Company had outstanding capital commitments of $1,809,418. The Company maintains insurance for loss or damage to all ﬁxed assets that it deems susceptible to loss. The Company does not insure its underground distribution system as the Company considers the possibility of material loss or damage to this system to be remote. During the years ended December 31, 2016 and 2015, $3,542,119 and $2,694,733, respectively, of construction in progress was placed in service. Depreciation expense was $5,765,580, $5,501,491, and $5,355,771 for the years ended December 31, 2016, 2015 and 2014, respectively. 8. Investment in OC-BVI The Company owns 50% of the outstanding voting common shares and a 43.53% equity interest in the proﬁts of Ocean Conversion (BVI) Ltd. (‘‘OC-BVI’’). The Company also owns certain proﬁt sharing rights in to a OC-BVI that raise its effective interest management services agreement, OC-BVI pays the Company monthly fees for certain engineering and administrative services. OC-BVI’s sole customer is the Ministry of Communications and Works of the Government of the British Virgin Islands (the ‘‘Ministry’’) to which it sells bulk water. in the proﬁts of OC-BVI to approximately 45%. Pursuant The Company’s equity investment in OC-BVI amounted to $4,086,630 and $4,548,271 as of December 31, 2016 and 2015, respectively. Until 2009, substantially all of the water sold by OC-BVI to the Ministry was supplied by one desalination plant with a capacity of 1.7 million gallons per day located at Baughers Bay, Tortola (the ‘‘Baughers Bay plant’’). As discussed later in this Note (see ‘‘Baughers Bay litigation’’), the BVI government assumed the operating responsibilities for the Baughers Bay plant in March 2010. During 2007, OC-BVI completed the construction of a desalination plant with a capacity of 720,000 gallons per day located at Bar Bay, Tortola (the ‘‘Bar Bay plant’’). OC-BVI began selling water to the Ministry from this plant in January 2009 and on March 4, 2010, OC-BVI and the BVI government executed a seven-year contract for the Bar Bay plant (the ‘‘Bar Bay agreement’’). The Bar Bay agreement was extended by 14 years on February 14, 2017. Under the terms of the Bar Bay agreement, OC-BVI delivers up to 600,000 gallons of water per day to the BVI government from the Bar Bay plant on a take-or-pay basis. The Bar Bay agreement required OC-BVI to complete a storage reservoir on a BVI government site by no later than March 4, 2011. OC-BVI has not commenced construction of this storage reservoir due to the BVI government’s failure to pay (i) the full amount of invoices for the water provided by the Bar Bay plant on a timely basis; and (ii) the full amount ordered pursuant to a court ruling relating to the Baughers Bay litigation (see discussion that follows). 70 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Investment in OC-BVI − (continued) Summarized ﬁnancial information for OC-BVI is as follows: Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2016 $5,627,414 3,963,242 $9,590,656 2015 $4,323,792 4,682,650 $9,006,442 December 31, 2016 $ 197,673 1,854,900 $2,052,573 2015 $ 584,116 1,650,252 $2,234,368 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenues Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . Income from operations . . . . . . . . . . . . . . . . . . . . . . Other income (expense), net . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) attributable to non-controlling interests . . Net income attributable to controlling interests . . . . . . 2016 $3,832,929 2,107,557 1,725,372 930,838 794,534 51,475 846,009 69,975 $ 776,034 Year Ended December 31, 2015 $4,143,882 2,261,973 1,881,909 958,364 923,545 (176,448) 747,097 70,854 $ 676,243 2014 $4,679,829 2,833,007 1,846,822 940,072 906,750 (188,751) 717,999 21,045 $ 696,954 A reconciliation of the beginning and ending balances for the investment in OC-BVI for the year ended December 31, 2016: Balance as of December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proﬁt sharing and equity from earnings of OC-BVI . . . . . . . . . . . . . . . . . . . . . . . Distributions received from OC-BVI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of investment in OC-BVI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,548,271 463,359 — (925,000) $4,086,630 The Company recognized $337,809, $294,368 and $303,380 in earnings from its equity investment in OC-BVI for the years ended December 31, 2016, 2015 and 2014, respectively. The Company recognized $125,550, $105,300 and $111,375 in proﬁt sharing income from its proﬁt sharing agreement with OC-BVI for the years ended December 31, 2016, 2015 and 2014, respectively. For the years ended December 31, 2016, 2015, and 2014, the Company recognized $515,474, $528,346, and $747,340, respectively, in revenues from sales of consumable stock and its management services agreement with OC-BVI, which is included in services revenues in the accompanying consolidated statement of income. Amounts payable by OC-BVI to the Company were $34,218 and $23,803 as of December 31, 2016 and 2015, respectively. The Company’s services agreement, which is reﬂected as an intangible asset on the consolidated balance sheet, was approximately $15,500 and $106,000 as of December 31, 2016 and 2015, respectively (see Note 10). remaining unamortized balance recorded for this management 71 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Investment in OC-BVI − (continued) Baughers Bay Litigation Under the terms of a water supply agreement dated May 1990 (the ‘‘1990 Agreement’’) between OC-BVI and the Government of the British Islands (the ‘‘BVI Government’’), upon the expiration of its initial seven-year term in May 1999, the 1990 Agreement would automatically be extended for another seven-year term unless the BVI government provided notice, at least eight months prior to such expiration, of its decision to purchase the plant from OC-BVI at the agreed upon amount under the 1990 Agreement of approximately $1.42 million. In correspondence between the parties from late 1998 through early 2000, the BVI government indicated that it intended to purchase the plant but would be amenable to negotiating a new water supply agreement, and that it considered the 1990 Agreement to be in force on a monthly basis until negotiations between the BVI government and OC-BVI were concluded. Occasional discussions were held between the parties since 2000 without from the plant and expended approximately $4.7 million between 1995 and 2003 to signiﬁcantly expand the production capacity of the plant beyond that contemplated in the 1990 Agreement. the matter. OC-BVI continued to supply water resolution of In 2006, the BVI government took the position that the seven-year extension of the 1990 Agreement had been completed and that it was entitled to ownership of the Baughers Bay plant. In response, OC-BVI disputed the BVI government’s contention that the original terms of the 1990 Agreement remained in effect. During 2007, the BVI government signiﬁcantly reduced its payments for the water being supplied by OC-BVI and ﬁled a lawsuit with the Eastern Caribbean Supreme Court (the ‘‘Court’’) seeking ownership of the Baughers Bay plant. OC-BVI counterclaimed to the Court that it was entitled to continued possession and operation of the Baughers Bay plant until the BVI government paid OC-BVI approximately $4.7 million, which OC-BVI believed represented the value of the Baughers Bay plant at its expanded production capacity. OC-BVI subsequently ﬁled claims with the Court seeking payment for water sold and delivered to the BVI government through May 31, 2009 at the contract prices in effect before the BVI government asserted its purported right of ownership of the plant. The Court ruled on this litigation in 2009, determining that (i) the BVI government was entitled to immediate ownership and possession of the Baughers Bay plant; (ii) OC-BVI was not entitled to compensation for the expenditures made to expand the production capacity of the plant; (iii) OC-BVI was entitled to full payment of water invoices issued up to December 20, 2007, which had been calculated under the terms of the original 1990 Agreement; and (iv) OC-BVI was entitled to the amount of $10.4 million for water produced by OC-BVI from the Baughers Bay plant subsequent to December 20, 2007. OC-BVI ﬁled an appeal with the Eastern Caribbean Court of Appeals (the ‘‘Appellate Court’’) in October 2009 asking the Appellate Court to review the September 17, 2009 ruling by the Court as it related to OC-BVI’s claim for compensation for expenditures made to expand the production capacity of the Baughers Bay plant. In October 2009, the BVI government also ﬁled an appeal with the Appellate Court requesting the Appellate Court to reduce the $10.4 million awarded by the Court to OC-BVI for water supplied subsequent to December 20, 2007 to an amount equal to the cost of producing such water. In March 2010, OC-BVI vacated the Baughers Bay plant and the BVI government assumed direct responsibility for the plant’s operations. In June 2012, the Appellate Court issued the ﬁnal ruling with respect to the Baughers Bay litigation. This ruling dismissed the BVI government’s appeal against the Court awarding $10.4 million for the water supplied, and also awarded OC-BVI compensation for improvements made to the plant in the amount equal to the difference between (i) the value of the Baughers Bay plant at the date OC-BVI transferred possession of the plant to the BVI government and (ii) $1.42 million (the purchase price for the Baughers Bay plant under the 1990 Agreement). OC-BVI was also awarded all of its court costs at the trial level and two-thirds of such costs incurred on appeal. the previous judgment of 72 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Investment in OC-BVI − (continued) OC-BVI and the BVI government engaged a mutually approved valuation expert to complete a valuation of the Baughers Bay plant at the date it was transferred to the BVI government in accordance with the Appellate Court ruling. In June 2016, OC-BVI received the ﬁnal valuation report from the valuation expert, which sets forth a value for the Baughers Bay plant of $13.0 million as of the date OC-BVI transferred possession of the plant to the BVI government. Applying the valuation determined by the valuation expert to the formula set forth by the Appellate Court in its ruling, OC-BVI would be entitled to $11.58 million from the BVI government for the Baughers Bay plant. The BVI government has indicated that it disagrees with the valuation methodology used by the valuation expert and the resulting valuation for the Baughers Bay plant. We cannot presently determine if the Appellate Court will uphold the Baughers Bay plant valuation or when, or to what extent, any amount for the value of the Baughers Bay plant will be paid by the BVI government to OC-BVI. Consequently, any amount due for the Baughers Bay plant valuation will not be included in OC-BVI’s results of operations until such amount, if any, is paid by the BVI government. Valuation of Investment in OC-BVI The Company accounts for its investment in OC-BVI under the equity method of accounting for investments in common stock. This method requires recognition of a loss on an equity investment that is other than temporary, and indicates that a current fair value of an equity investment that is less than its carrying amount may indicate a loss in the value of the investment. As a quoted market price for OC-BVI’s stock is not available, to test for possible impairment of its investment in OC-BVI, the Company estimated its fair value through the use of the discounted cash ﬂow method which relies upon projections of OC-BVI’s operating results, working capital and capital expenditures. The use of this method required the Company to estimate OC-BVI’s cash ﬂows from (i) its water supply agreement with the BVI government for its Bar Bay plant (the ‘‘Bar Bay agreement’’); and (ii) the pending amount awarded by the Eastern Caribbean Court of Appeals for the value of the Baughers Bay plant previously transferred by OC-BVI to the BVI government. The Company estimated the cash ﬂows OC-BVI will receive from its Bar Bay plant by (i) identifying various possible future scenarios which included the execution of a new agreement for the Bar Bay plant as well as the termination of Bar Bay plant operations upon the expiration of the existing Bar Bay agreement in March 2017; (ii) estimating the cash ﬂows associated with each possible scenario; and (iii) assigning a probability to each scenario. The Company similarly estimated the cash ﬂows OC-BVI will receive from the BVI government for the amount due under the ruling by the Eastern Caribbean Court of Appeals for the value of the Baughers Bay plant at the date it was transferred to the BVI government by assigning probabilities to different valuation scenarios. The resulting probability-weighted sum represented the expected cash ﬂows, and the Company’s best estimate of future cash ﬂows, to be derived by OC-BVI from its Bar Bay plant and the pending court award. The identiﬁcation of the possible scenarios for the Bar Bay plant and the Baughers Bay plant valuation, the projections of cash ﬂows for each scenario, and the assignment of relative probabilities to each scenario all represented signiﬁcant estimates made by the Company. While the Company used its best in identifying these possible scenarios, estimating the expected cash ﬂows for these scenarios and assigning relative probabilities to each scenario, these estimates were by their nature highly subjective and were also subject to material change by the Company’s management over time based upon new information or changes in circumstances. judgment During 2016, after updating its probability-weighted estimates of OC-BVI’s future cash ﬂows and its resulting estimate of the fair value of our investment in OC-BVI, the Company determined that the carrying value of its investment in OC-BVI exceeded its fair value and recorded impairment losses of totaling $925,000 through the nine months ended September 30, 2016. The Company recorded impairment losses for its investment in 73 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Investment in OC-BVI − (continued) OC-BVI of $1,060,000 and $860,000 for 2015 and 2014, respectively. As a result of the impairment losses recorded to date, as of December 31, 2016 the amount of the Company’s proportionate share (43.5%) of the net assets reﬂected on OC-BVI’s balance sheet exceeded the carrying value of its investment in OC-BVI by approximately $30,000. In February 2017, the BVI government executed a 14 year extension to Bar Bay plant agreement. The selling price for the water under this extension is approximately 31% lower than the price that was in effect as of December 31, 2016. 9. N.S.C. Agua, S.A. de C.V. In May 2010, the Company acquired, through its wholly-owned Netherlands subsidiary, CW-Cooperatief, a 50% interest in NSC, a development stage Mexican company. The Company has since purchased, through the conversion of a loan it made to NSC, sufficient shares to raise its ownership interest in NSC to 99.9%. NSC was formed to pursue a project (the ‘‘Project’’) that originally encompassed the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. As discussed in paragraphs that follow, during 2015 the scope of the Project was deﬁned by the State of Baja California (the ‘‘State’’) to consist of a ﬁrst phase consisting of a 50 million gallons per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase consisting of an additional 50 million gallons of production capacity. Since its inception, NSC has engaged engineering groups with extensive regional and/or technical experience to prepare preliminary designs and cost estimates for the desalination plant and the proposed pipeline and prepare the environmental impact studies for local, state and federal regulatory agencies, and has also acquired the land, performed pilot plant and feed water source testing and evaluated ﬁnancing alternatives for the Project. Through a series of transactions completed in 2012 − 2014, NSC purchased 20.1 hectares of land on which the proposed Project’s plant would be constructed for an aggregate price of approximately $20.6 million. In November 2012, NSC entered into a lease with an effective term of 20-years from the date of full operation of the desalination plant, with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at an amount that is currently equivalent to approximately $20,000 per month. This lease may be cancelled by NSC should NSC ultimately not proceed with the Project. In August 2014, the State enacted new legislation to regulate Public-Private Association projects which involve the type of long-term contract between a public sector authority and a private party that NSC is seeking to complete the Project. Pursuant to this new legislation, on January 4, 2015, NSC submitted an expression of interest for its project to the Secretary of Infrastructure and Urban Development of the State of Baja California (‘‘SIDUE’’). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that complies with requirements of the new legislation. NSC submitted this detailed proposal (the ‘‘APP Proposal’’) to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private Association Projects State Committee (the ‘‘APP Committee’’) for review and authorization. If the Project was authorized the State would be required to conduct a public tender for the Project. In response to its APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal de Agua de Baja California (‘‘CEA’’), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest with high social beneﬁts and is consistent with the objectives of the State development plan and (ii) that the Project should proceed and the required public tender should be conducted. In November 2015, the State officially commenced the tender for 74 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. N.S.C. Agua, S.A. de C.V. − (continued) the Project, the scope of which the State deﬁned as a ﬁrst phase to be operational in 2019 consisting of a 50 million gallons per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. A consortium comprised of NSC, NuWater S.A.P.I. de C.V. and Degremont S.A. de C.V. (the ‘‘Consortium’’) submitted its tender for the Project on the April 21, 2016 tender submission deadline date set by the State. The Company has acknowledged since the inception of the Project that, due to the amount of capital the Project requires, NSC will ultimately need an equity partner or partners for the Project. Consequently, NSC’s tender to the State for the Project was based upon the following: (i) NSC will sell or otherwise transfer the land and other Project assets to a new company (‘‘Newco’’) that would build and own the Project; (ii) NSC’s potential partners would provide the majority of the equity for the Project and thereby would own the majority interest in Newco; (iii) NSC would maintain a minority ownership position in Newco; and (iv) Newco would enter into a long-term management and technical services contract for the Project with an entity partially owned by NSC or another Company subsidiary. On June 15, 2016, the State designated the Consortium as the winner of tender process for the Project. On August 17, 2016, NSC and NuWater incorporated Aguas de Rosarito S.A.P.I. de C.V. (‘‘AdR’’), a special project company, to execute 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 into a Management and Technical Services begins commercial operations; and (ii) AdR would enter the Project begins commercial operations. As of Agreement with NSC effective on the ﬁrst day that December 31, 2016, NSC owned 99.6% of AdR. On August 22, 2016, the Public Private Partnership Agreement for public private partnership number 002/2015, contest number SIDUE-CEA-APP-2015-002 (‘‘APP Contract’’) was executed between AdR, CEA, the Government of Baja California represented by the Secretary of Planning and Finance (‘‘SPF’’), and the Public Utilities Commission of Tijuana (‘‘CESPT’’). The APP Contract requires AdR to design, construct, ﬁnance and operate a seawater desalination plant (and accompanying aqueducts) 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 potable water system in Tijuana, Baja California; and the second phase with a capacity of 50 million gallons per day and an aqueduct to a second delivery point in Tijuana. The ﬁrst phase must be operational within 36 months of commencing construction, and the second phase must be operational by the end of 2024. The APP Contract further requires AdR to operate and maintain the plant and aqueducts 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 aqueducts will be transferred to CEA. The total Project cost is expected to be approximately 9 billion Mexican pesos, or approximately US$463 million (based upon the currency exchange rate as of March 10, 2017). Annual revenues from the Project are expected to be approximately 1.02 billion Mexican pesos, or approximately US$52 million (based upon the currency exchange rate as of March 10, 2017). Water rates under the APP Contract are indexed to the Mexican national consumer price index over its term. Electrical energy costs incurred by AdR to desalinate and deliver water are treated as a pass through charge to CEA, subject to efficiency guarantees. AdR expects to raise Mexican peso denominated debt ﬁnancing through a consortium led by the North American Development Bank, which also provided ﬁnancial advisory services to the Consortium through the bidding process and contract negotiations. 75 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. N.S.C. Agua, S.A. de C.V. − (continued) The APP Contract does not become effective until the following conditions are met: • • • • • • the State has established and registered various payment trusts, guaranties and bank credit lines for speciﬁc use by the Project; the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use; various water purchase and sale agreements between the CEA, the payment trusts and the CESPT have been executed; AdR has obtained all rights of ways required for the aqueduct; AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and all equity and debt ﬁnancing agreements necessary to provide the funding to AdR for the ﬁrst phase of the Project have been executed. Both the exchange rate for the Mexico peso relative to the dollar and general macroeconomic conditions in Mexico have declined since the U.S. Presidential election in November 2016. These changes have adversely impacted the estimated construction, operating, and ﬁnancing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modiﬁcations to the water tariff in the event of such signiﬁcant macroeconomic condition changes. On February 10, 2017 AdR submitted proposals to the CEA requesting an increase to the water tariff to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project. If AdR is unable to obtain this requested increase in the water tariff it may be unable to obtain the debt and equity ﬁnancing required for the Project. The Company is currently unable to say whether or not such water tariff increase will be approved. If AdR is ultimately unable to proceed with the Project, the land NSC has purchased may lose its strategic importance as the site for the Project and consequently may decline in value. If AdR does not proceed with the Project, NSC may ultimately be unable to sell this land for an amount equal to or in excess of its current carrying value of approximately $20.6 million, and any loss on sale of the land, or impairment loss NSC may be required to record as a result of a decrease in the fair value of the land could have a material adverse impact on our results of operations. Included in the Company’s results of operations are general and administrative expenses from NSC and AdR, consisting of organizational, legal, accounting, engineering, consulting and other costs relating to Project development activities. Such expenses amounted to approximately $3.0 million, $2.0 million and $3.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. The assets and liabilities of NSC and AdR included in the Company’s consolidated balance sheets amounted to approximately $23.3 million and $221,000, respectively, as of December 31, 2016 and approximately $22.0 million and $488,000 respectively, as of December 31, 2015. NSC Litigation Immediately following CW-Cooperatief’s acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company, Norte Sur Agua, S. de R.L. de C.V. (‘‘NSA’’). NSA subsequently transferred ownership of half of its shares in NSC to EWG Water LLC (‘‘EWG’’) and the other half of its shares in NSC to Alejandro de la Vega (the ‘‘individual shareholder’’). In February 2012, the Company paid $300,000 to enter into an agreement (the ‘‘Option Agreement’’) that provided it with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder, along with an immediate power of attorney to vote those shares, for $1.0 million. Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, 76 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. N.S.C. Agua, S.A. de C.V. − (continued) the Company acquired 99.9% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required the Company to issue new shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option Agreement and (ii) the Company did not exercise its share purchase option by February 7, 2014. The Company exercised its option and paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014. In October 2015, the Company learned that EWG had ﬁled a lawsuit against the individual shareholder, NSC, NSA, CW-Cooperatief, Ricardo del Monte Nunez, Carlos Eduardo Ahumada Arruit, Luis de Angitia Becerra, and the Public Registry of Commerce of Tijuana, Baja California in the Civil Court located in Tecate, Baja California, Mexico. In this lawsuit, EWG is challenging, among other things, the capital investment transactions that increased the Company’s ownership interest in NSC to 99.9%. EWG requested that the court, as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order public officials in Mexico to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and NSC to oversee its commercial activities. The court granted, ex-parte, the preliminary relief sought by EWG, which resulted in the placement of inscriptions for the lawsuit on NSC’s public records. EWG is also seeking an order directing, among other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii) NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief. On April 5, 2016, NSC ﬁled a motion for reconsideration with the Tecate, Mexico Court asking, among other things, that the Court; (i) reverse its order to record the pendency of the lawsuit in the public records, (ii) cancel the appointment of the inspector, and (iii) allow NSC to provide a counter-guarantee to suspend the effects of the Court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico Court issued an interlocutory judgment (i) ordering the cancellation of the inscriptions on NSC’s public records and (ii) rejecting NSC’s motion for cancellation of the appointment of the inspector. On April 26, 2016, NSC ﬁled a full answer to EWG’s claims rejecting every claim made by EWG. The Court’s response on this matter is pending. On May 17, 2016, NSC ﬁled a claim with the Third District Court in Matters of Amparo and Federal Trials in the City of Tijuana, Baja California (the ‘‘Amparo Court’’) challenging the Tecate, Mexico Court ex-parte order which appointed an inspector over NSC’s commercial activities. On July 29, 2016, the Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico Court’s appointment of an inspector. On September 6, 2016, the Tecate, Mexico Court issued a decree granting the counter guaranty requested by NSC. Such counter-guaranty was ﬁxed in the amount of 300,000 Mexican pesos and was given to the Court on October 13, 2016 at which time all remaining ex-parte restrictions on NSC related to the challenged transactions were suspended. The Company believes that the claims made by EWG are baseless and without merit, will vigorously defend NSC and CW-Cooperatief in this litigation, and will seek dismissal of the orders entered by the court and all claims against NSC and CW-Cooperatief. The Company incurred legal fees in connection with this litigation of approximately $203,000 and $138,000 for the years ended December 31, 2016 and 2015, respectively. The Company cannot presently determine the outcome of this litigation. However, such litigation could adversely impact the Company’s efforts to complete the Project. 77 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. N.S.C. Agua, S.A. de C.V. − (continued) Mexico Tax Authority The Mexico tax authority, the Servicio de Administracion Tributaria (‘‘SAT’’), assessed NSC for taxes relating to payments to foreign vendors on which the SAT contended should have been subject to income tax withholdings during NSC’s 2011 tax year. As of December 31, 2015, the assessment and related penalties, surcharges, inﬂation adjustments and late fees totaled 7,367,875 Mexican pesos. Such assessments were equivalent to approximately $428,203 as of December 31, 2015 based upon the exchange rate between the United States dollars and the Mexican peso. NSC retained the assistance of Mexican tax advisers in this matter, as it believed the assumptions and related work performed by the SAT did not support their tax assessment. As a result, NSC elected to contest this assessment in Mexico federal tax court. NSC was required to provide an irrevocable letter of credit which amounted to 7,367,875 Mexican pesos as of December 31, 2015 as collateral in connection with this tax case. The restricted cash balance of $428,203 included in the accompanying consolidated balance sheet as of December 31, 2015 represented the US dollar equivalent of Mexican pesos on deposit with a bank to secure payment of this irrevocable letter of credit. In November 2014, NSC received a favorable judgment from the tax court. Based on this outcome, the SAT ﬁled an appeal shortly thereafter to contest the judgment. On February 15, 2016, NSC received a favorable judgment from the appellate tax court and shortly thereafter obtained the release of the Mexican pesos cash balance that had been restricted and pledged as collateral as of December 31, 2015 for the irrevocable letter of credit. 10. Intangible assets In 2003, as part of the acquisition of a group of companies, the Company acquired 100% of the outstanding voting common shares of DesalCo, which had an agreement to provide management and engineering services to OC-BVI. The Company attributed $856,356 of the purchase price of the acquisition to the value of this management services agreement, which has no expiration term. Initially, the Company determined that this intangible asset had an indeﬁnite life and therefore it was not amortized. However in 2010, as a result of the loss by OC-BVI of its Baughers Bay contract (see Note 8), the Company began amortizing this asset over the life of OC-BVI’s remaining seven-year water supply contract for its Bar Bay plant. The carrying amount of the Belize Water Production and Supply Agreement is being amortized over the 23-year term of the agreement that expires in March 2026. On February 11, 2016, the Company purchased a 51% ownership interest in Aerex Industries, Inc. The purchase transaction identiﬁed certain intangible assets with a fair value of $5,900,000 and useful life as follows: Non-Compete (5 years), Trade name (15 years), Certiﬁcations/programs (3 years), Customer backlog (1 year), and Customer relationships (4 years). See further discussion of this acquisition at Note 11. 78 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Intangible assets − (continued) Cost Intangible asset management service agreement . . . . . . . . . . . . . . Belize water production and supply agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aerex − Non-compete agreement Aerex − Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aerex − Certiﬁcations/programs . . . . . . . . . . . . . . . . . . . . . . . . . Aerex − Customer backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aerex − Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated amortization . . . . . . . . . . . . . . Intangible asset management service agreement Belize water production and supply agreement . . . . . . . . . . . . . . . Aerex − Non-compete agreement . . . . . . . . . . . . . . . . . . . . . . . . Aerex − Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aerex − Certiﬁcations/programs . . . . . . . . . . . . . . . . . . . . . . . . . Aerex − Customer backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aerex − Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2016 2015 $ 856,356 1,522,419 400,000 1,400,000 2,000,000 100,000 2,000,000 8,278,775 (840,839) (922,460) (73,333) (85,556) (611,111) (91,667) (458,333) (3,083,299) $ 5,195,476 $ 856,356 1,522,419 — — — — — 2,378,775 (750,697) (856,267) — — — — — (1,606,964) 771,811 $ Amortization of intangible assets for each of the next ﬁve years and thereafter is expected to be as follows: 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,430,042 1,406,192 795,081 281,192 166,192 1,116,777 $5,195,476 Amortization expense was $1,476,335, $156,089, and $168,588 for the years ended December 31, 2016, 2015 and 2014, respectively. 11. Purchase of interest in Aerex Industries, Inc. the Company, through its wholly-owned subsidiary, On February 11, 2016 (the ‘‘Closing Date’’), CW-Holdings, entered into a stock purchase agreement (the ‘‘Purchase Agreement’’) with Aerex and Thomas Donnick, Jr. (‘‘Donnick’’), Aerex’s sole shareholder prior to the Closing Date. Pursuant to the terms of the Purchase Agreement, CW-Holdings purchased a 51% ownership interest in Aerex for an aggregate purchase price of approximately $7.7 million in cash. After giving effect to the transactions contemplated by the Purchase Agreement, CW-Holdings owns 51% of the outstanding capital stock of Aerex and Donnick owns 49% of the outstanding capital stock of Aerex. CW-Holdings also acquired from Donnick an option to compel Donnick to sell, and granted to Donnick an option to require CW-Holdings to purchase, Donnick’s 49% ownership interest in Aerex at a price based upon the fair market value of Aerex at the time of the exercise of the option. The options are exercisable on or after the third anniversary of the Closing Date. In connection 79 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Purchase of interest in Aerex Industries, Inc. − (continued) with the Purchase Agreement, the Company guaranteed the obligations of CW-Holdings with respect to the option granted to Donnick to require CW-Holdings to purchase Donnick’s 49% ownership interest in Aerex. Aerex is an original equipment manufacturer and service provider of a wide range of products and services applicable to municipal water treatment and industrial water and wastewater treatment. Its products include membrane separation equipment, ﬁltration equipment, piping systems, vessels and custom fabricated components. Aerex also offers engineering, design, consulting, inspection, training and equipment maintenance services to its customers. Aerex is an American Society of Mechanical Engineers (ASME) code accredited manufacturer and maintains the ASME U and S and the National Board NB and R Certiﬁcates of Authorization. Its corporate offices and manufacturing facilities are located in Fort Pierce, Florida. In connection with the Purchase Agreement, CW-Holdings, Aerex and Donnick entered into a shareholders agreement pursuant to which CW-Holdings and Donnick agreed to certain rights and obligations with respect to the governance of Aerex. Immediately following the acquisition, Donnick and the Company loaned $490,000 and $510,000, respectively, to Aerex. These loans bear interest at 1% per annum and mature June 30, 2017. In February 2017, the Company and the former sole shareholder of Aerex loaned Aerex an additional $408,000 and $392,000, respectively, in the form of notes payable which mature on September 30, 2017 and bear interest at 1% per annum. The purchase price for Aerex is summarized as follows: Cash consideration Purchase price (excluding working capital) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Working capital adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,140,000 605,179 (2,326) $7,742,853 The following table summarizes the estimated fair values of the assets and liabilities assumed at acquisition date: the Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Costs and estimated earnings in excess of billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment Identiﬁable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net liability arising from put/call options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total identiﬁable net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-controlling interest in Aerex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The identiﬁable intangible assets consisted of the following items: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-compete agreement Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certiﬁcations/programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer relationships Amount $ 400,000 1,400,000 2,000,000 100,000 2,000,000 $5,900,000 $ 456,664 70,487 784,465 2,159,401 5,900,000 (2,451,298) (116,893) (383,000) 6,419,826 (6,712,184) 8,035,211 $ 7,742,853 Useful life 5 years 15 years 3 years 1 year 4 years 80 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Purchase of interest in Aerex Industries, Inc. − (continued) Aerex’s actual results of operations for the period subsequent to its acquisition by the Company on February 11, 2016 fell signiﬁcantly short of the projected results for this period that were included in the overall cash ﬂow projections utilized by the Company to determine the purchase price for Aerex and the fair values of its assets and liabilities. Due to this negative variance in actual results compared to projected results, the Company tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash ﬂow method. As a result of this impairment testing, the Company determined that the carrying value of its Aerex reporting unit exceeded its fair value, and recorded an impairment loss for the three months ended September 30, 2016 of $1,750,000 for the goodwill associated with the Aerex acquisition to reduce the goodwill balance associated with the Aerex acquisition to $6,285,211. The results of operations of Aerex included in the Company’s results of operations for the period February 11, 2016 to December 31, 2016 are as follows: Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment loss Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2016 $ 3,887,284 796,450 (1,320,000) (1,750,000) (1,566,281) The following unaudited pro forma ﬁnancial information presents the results of operations of the Company for the years ended December 31, 2016 and 2015, as if the acquisition of Aerex had taken place on January 1, 2015. The pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually occurred had the transaction taken place on January 1, 2015, or of future results of operations: Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . Impairment loss on long-lived assets . . . . . . . . . . . . . . . . . . . . . . Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes Provision for (beneﬁt from) income taxes . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) attributable to non-controlling interests . . . . . . . . . . Net income attributable to Consolidated Water Co. Ltd. stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders . . . . . . . . . . . . . . . . . . . Weighted average number of common shares used in the determination of: Year Ended December 31, 2016 $58,381,424 33,892,238 24,489,186 18,992,301 2,000,000 1,750,000 1,746,885 419,458 2,166,343 (608,970) 2,775,313 (1,148,675) 2015 $75,919,627 47,624,001 28,295,626 17,266,335 — — 11,029,291 226,762 11,256,053 1,127,911 10,128,142 1,719,425 $ 3,923,988 $ 8,408,717 $ $ 0.26 0.26 $ $ 0.57 0.57 Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,809,909 14,944,028 14,741,748 14,827,755 81 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. Dividends Interim dividends declared on Class A common stock and redeemable preferred stock for each quarter of the respective years ended December 31 were as follows: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Quarter Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 $0.075 0.075 0.075 0.075 $ 0.30 2015 $0.075 0.075 0.075 0.075 $ 0.30 2014 $0.075 0.075 0.075 0.075 $ 0.30 13. Long term debt Long term debt consists of the following: Demand loan payable with an original balance of $10.0 million, payable in quarterly installments of $500,000 with the remaining principal balance due on May 14, 2016, if not called by the lender; bearing interest at LIBOR plus 1.5%. . . . . . . . . . . . . . . . . . . . . . Working capital loan from related party to Aerex bearing interest at 1% per annum and payable on June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long term debt, excluding current portion . . . . . . . . . . . . . . . . . . . December 31, 2016 2015 $ — $7,000,000 490,000 490,000 490,000 — $ — 7,000,000 7,000,000 — $ 14. Share capital and additional paid-in capital Shares of redeemable preferred stock (‘‘preferred shares’’) are issued under the Company’s Employee Share Incentive Plan (see Note 19) and carry the same voting and dividend rights as shares of common stock (‘‘common shares’’). Preferred shares vest over four years and convert to common stock on a share for share basis on the fourth anniversary of each grant date. Preferred shares are only redeemable with the Company’s agreement. Upon liquidation, preferred shares rank in preference to the common shares to the extent of the par value of the preferred shares and any related additional paid in capital. The Company is a party to an Option Deed dated August 6, 1997, and amended on August 8, 2005, September 27, 2005 and May 30, 2007 (as amended, the ‘‘Option Deed’’), which expires on July 31, 2017, that is designed to deter coercive takeover tactics. Pursuant to the Option Deed, the Company granted to the holders of its common shares and redeemable preferred shares options (the ‘‘Options’’) to purchase one one-hundredth of a share of Class ‘B’ common shares of the Company at an exercise price of $100.00 per one one-hundredth of a Class ‘B’ common share, subject to adjustment. The Options are attached to and trade with the Company’s common shares and redeemable preferred shares, and no separate certiﬁcates representing the Options have been distributed. The Options will separate from the Company’s common shares and redeemable preferred shares, and certiﬁcates representing the Options will be issued, upon the earlier of the date (such date, the ‘‘Distribution Date’’) that is (i) ten business days following a public announcement that a person or group of affiliated or associated persons (an ‘‘Acquiring Person’’) has acquired, or obtained the right to acquire, beneﬁcial ownership of 20% or more of the Company’s outstanding common shares, or (ii) ten business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. 82 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. Share capital and additional paid-in capital − (continued) The Options are not exercisable until the Distribution Date and will expire at the close of business on July 31, 2017, unless that date is extended or the Options are earlier redeemed by us. Additionally, following the Distribution Date, all Options that are, or in certain circumstances were, beneﬁcially owned by any Acquiring Person will be null and void. For a period of ten business days following the date that any person, alone or jointly with its affiliates and associates, becomes an Acquiring Person, the Company will have the right to redeem the Options at a price of CI$0.01 per Option. If the Options are not redeemed, then following such ten business day period each holder of an Option will have the right to receive on exercise, in lieu of one one-hundredth of a Class ‘B’ common share, common shares of the Company (or, in certain circumstances, cash, property or other securities) having a value equal to two times the exercise price of the Option. For example, at an exercise price of $100.00 per Option, each Option not owned by an Acquiring Person (or by certain related parties) following any person, alone or jointly with its affiliates and associates, becoming an Acquiring Person would entitle its holder to purchase $200.00 worth of the Company’s common shares for $100.00. Assuming that the common shares had a per share value of $20.00 at such time, the holder of each valid Option would be entitled to purchase 10 common shares for $100.00. Any of the provisions of the Option Deed may be amended by the Company’s Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Option Deed may be amended by the Board of Directors in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Options (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Option Deed. 15. Cost of revenues and general and administrative expenses Cost of revenues consist of: Electricity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fuel oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee costs . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of plant sales . . . . . . . . . . . . . . . . . . . . . . . . Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail license royalties . . . . . . . . . . . . . . . . . . . . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses consist of: Employee costs . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . Directors’ fees and expenses . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . NSC project expenses . . . . . . . . . . . . . . . . . . . . . Amortization of intangibles . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2015 2014 2016 $ 9,037,347 5,355,529 4,210,542 5,541,983 142,151 3,545,269 1,528,914 992,374 1,280,794 1,989,918 $33,624,821 $ 7,598,829 782,013 1,101,938 774,769 384,045 3,011,989 1,410,143 3,613,858 $18,677,584 $10,675,287 5,270,454 4,974,421 4,287,783 878,396 3,436,736 1,427,073 1,187,097 — 1,670,735 $33,807,982 $ 6,841,274 802,386 941,193 754,145 218,032 1,976,408 89,896 3,216,822 $14,840,156 $14,631,638 5,077,293 8,726,195 4,274,007 1,470,045 3,131,947 1,405,067 1,397,799 — 1,972,987 $42,086,978 $ 6,671,510 923,089 1,424,927 686,228 278,478 3,606,332 89,896 3,330,581 $17,011,041 83 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. Earnings per share Earnings per share (‘‘EPS’’) are computed on a basic and diluted basis. Basic EPS is computed by dividing income (less preferred stock dividends) available to common stockholders by the weighted average net 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: Ltd. stockholders Net income attributable to Consolidated Water Co. . . . . . . . . . . . . . . . . . . . . . Less: preferred stock dividends . . . . . . . . . . . . . . Net income available to common shares in the determination of basic earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. . . . . . . . . . . . . . . . . . . common stockholders Plus: Weighted average number of preferred shares outstanding during the period . . . . . . . . . . . . . Potential dilutive effect of unexercised options . . . Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders . . . . . . . . . . . . . . . . . . Year Ended December 31, 2015 2014 2016 $ 3,960,501 (11,563) $ 7,518,701 (12,028) $ 6,265,358 (11,485) $ 3,948,938 $ 7,506,673 $ 6,253,873 14,809,909 14,741,748 14,697,896 37,706 96,413 38,612 47,395 37,924 28,503 14,944,028 14,827,755 14,764,323 17. Segment information The Company has three reportable segments: retail, bulk and services. The retail segment primarily operates the water utility for the Seven Mile Beach and West Bay areas of Grand Cayman Island pursuant to an exclusive license granted by the Cayman Islands government. The bulk segment supplies potable water to government utilities in Grand Cayman, The Bahamas and Belize under long-term contracts. The services segment manufactures and services a wide range of water-related products and provides design, engineering, management, operating and other services applicable to commercial and municipal water production, water supply and treatment, and industrial water and wastewater treatment. The services segment includes the operations of Aerex beginning February 11, 2016. Consistent with prior periods, the Company records all non-direct general and administrative expenses in its retail business segment and does not allocate any of these non-direct costs to its other two 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 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. 84 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Segment information − (continued) . . . . . . . . . . . . . . . . . . . . . . . . . Revenues Cost of revenues . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . Impairment loss on long-lived assets . . . . . . . Impairment of goodwill . . . . . . . . . . . . . . . . Income (loss) from operations . . . . . . . . . . . Other income (expense), net . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . Provision for (beneﬁt from) income taxes . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . Loss attributable to non-controlling interests . . Net income attributable to Consolidated Water Co. Ltd. stockholders . . . . . . . . . . . . . . . . Year Ended December 31, 2016 Retail $23,505,619 10,294,298 13,211,321 11,460,165 2,000,000 — $ (248,844) Bulk $29,647,034 19,488,550 10,158,484 1,744,840 — — $ 8,413,644 Services $ 4,723,054 3,841,973 881,081 5,472,579 — 1,750,000 $(6,341,498) Total $57,875,707 33,624,821 24,250,886 18,677,584 2,000,000 1,750,000 1,823,302 417,954 2,241,256 (536,057) 2,777,313 (1,183,188) $ 3,960,501 Depreciation and amortization expenses for the year ended December 31, 2016 for the retail, bulk and services segments were $2,468,846, $3,288,083 and $1,664,339, respectively. Accounts receivable, net . . . . . . . . . . . . . . . Property plant and equipment, net . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles, net Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . Land held for development . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenues . . . . . . . . . . . . . . . . . . . . Cost of revenues Gross proﬁt (loss) . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . Income (loss) from operations . . . . . . . . . . . Other income (expense), net . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . Income attributable to non-controlling interests Net income attributable to Consolidated Water Co. Ltd. stockholders . . . . . . . . . . . . . . . . Retail $ 2,646,628 $24,890,031 $ 134,392 $ $ 1,170,511 $ $54,303,011 As of December 31, 2016 Services Bulk $ 1,161,456 $12,692,714 $ 2,069,350 $26,124,724 $ 743,296 $ 7,806 $ 4,595,516 599,960 — $ $ 6,285,211 $ 2,328,526 — $20,558,424 $40,637,889 $68,663,628 — $ Year Ended December 31, 2015 Retail $23,254,757 10,543,972 12,710,785 11,095,349 $ 1,615,436 Bulk $31,854,255 21,634,789 10,219,466 1,605,943 $ 8,613,523 Services $ 2,007,190 1,629,221 377,969 2,138,864 $(1,760,895) Total $ 16,500,798 $ 53,084,105 885,494 $ 5,195,476 $ $ 9,784,248 $ 20,558,424 $163,604,528 Total $57,116,202 33,807,982 23,308,220 14,840,156 8,468,064 (542,570) 7,925,494 406,793 $ 7,518,701 Depreciation and amortization expenses for the year ended December 31, 2015 for the retail, bulk and services segments were $2,344,315, $3,389,717 and $102,901, respectively. 85 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Segment information − (continued) Accounts receivable, net . . . . . . . . . . . . . . . Property plant and equipment, net . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles, net Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . Land held for development . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenues Cost of revenues . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . Income from operations . . . . . . . . . . . . . . . . Other income, net . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . Income attributable to non-controlling interests Net income attributable to Consolidated Water Co. Ltd. stockholders . . . . . . . . . . . Retail $ 2,261,141 $25,204,226 $ 1,860,050 $ $ 1,170,511 $ $54,561,577 As of December 31, 2015 Services Bulk $ 1,036,249 $ 6,231,626 $ $28,421,906 117,038 $ 68,560 $ $ 666,152 — $ $ $ 2,328,526 105,659 — $ $83,284,439 — $20,558,424 $23,729,010 — $ $ — $ Total $ 9,529,016 $ 53,743,170 1,928,610 771,811 3,499,037 $ 20,558,424 $161,575,026 Year ended December 31, 2014 Retail $24,104,932 11,521,277 12,583,655 11,540,333 $ 1,043,322 Bulk $39,201,011 27,985,441 11,215,570 1,605,499 $ 9,610,071 Services $ 2,253,135 2,580,260 (327,125) 3,865,209 $(4,192,334) Total $65,559,078 42,086,978 23,472,100 17,011,041 6,461,059 303,481 6,764,540 499,182 $ 6,265,358 Depreciation and amortization expenses for the year ended December 31, 2014 for the retail, bulk and services segments were $2,404,404, $3,196,912 and $102,396, respectively. Revenues earned by major geographic region were: Cayman Islands . . . . . . . . . . . . . . . . . . . . . . . . . Bahamas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belize . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenues earned from management services agreement with OC-BVI . . . . . . . . . . . . . . . . . Revenues earned from major customers were: 2016 $31,211,705 19,554,944 91,311 2,614,989 3,887,284 Year ended December 31, 2015 $32,735,215 21,062,081 368,012 2,422,547 — 2014 $35,040,803 26,702,605 471,919 2,596,410 — 515,474 $57,875,707 528,347 $57,116,202 747,341 $65,559,078 Year ended December 31, 2015 2014 2016 Revenues earned from the Water and Sewerage Corporation of the Bahamas (‘‘WSC’’) . . . . . . . Percentage of total revenues from the WSC . . . . . . Revenues earned from the Water Authority − Cayman (‘‘WAC’’) . . . . . . . . . . . . . Percentage of total revenues from the WAC . . . . . $19,254,395 $20,770,347 $26,376,520 33% 36% 40% $ 7,477,101 $ 8,369,627 $ 9,901,996 13% 15% 15% 86 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Segment information − (continued) Property, plant and equipment, net by major geographic region were: Cayman Islands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bahamas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belize . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other country operations . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2016 $24,252,351 25,180,669 907,752 612,568 1,978,321 152,444 $53,084,105 2015 $22,518,524 27,441,376 920,149 2,665,312 — 197,809 $53,743,170 18. Commitments and contingencies Commitments As of December 31, 2016, the Company held operating leases for land, office space, warehouse space, and equipment. In addition to minimum lease payments, certain leases provide for payment of real estate taxes, insurance, common area maintenance, and certain other expenses. Lease terms may include escalating rent provisions and rent incentives. Minimum lease payments and rent incentives are expensed using a straight line method over the non-cancellable lease term, which expire at various dates through the year 2035. The short-term and long-term components of deferred rent assets are included within prepaid expenses and other current assets, and other assets, respectively, in the consolidated balance sheets. Future minimum lease payments under these non-cancellable operating leases as of December 31, 2016 are as follows: 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 806,279 790,725 557,480 432,473 216,786 2,595,436 $5,399,179 Total rental expense for the years ended December 31, 2016, 2015 and 2014 was $834,738, $821,845, and $812,658, respectively, and is included within general and administrative expenses in the consolidated statements of income. The Company has entered into employment agreements with certain executives, which expire through December 31, 2019 and provide for, among other things, base annual salaries in an aggregate amount of approximately $2.1 million, performance bonuses and various employee beneﬁts. The Company has purchase obligations totaling approximately $2.9 million through March 31, 2018. Retail License The Company sells water through its retail operations under a license issued in July 1990 by the Cayman Islands government that grants Cayman Water the exclusive right to provide potable water to customers within its licensed service area. As discussed below, this license was set to expire in July 2010 but has since been extended while negotiations for a new license take place. Pursuant to the 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, the Seven Mile Beach and West Bay 87 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Commitments and contingencies − (continued) areas. For the years ended December 31, 2016, 2015 and 2014, the Company generated approximately 40%, 40% and 36%, respectively, of its consolidated revenues and 56%, 56% and 54%, respectively, of its consolidated gross proﬁt from the retail water operations conducted pursuant to Cayman Water’s exclusive license. Under the license, Cayman Water pays a royalty to the government of 7.5% of its gross retail water sales revenues (excluding energy cost adjustments). The selling prices of water sold to its customers are determined by the license and vary depending upon the type and location of the customer and the monthly volume of water purchased. The license provides for an automatic adjustment for inﬂation or deﬂation on an annual basis, subject to temporary limited exceptions, and an automatic adjustment for the cost of electricity on a monthly basis. The Water Authority-Cayman (the ‘‘WAC’’), on behalf of the government, reviews and conﬁrms the calculations of the price adjustments for inﬂation and electricity costs. If Cayman Water wants to adjust its prices for any reason other than inﬂation or electricity costs, Cayman Water has to request prior approval of the Cabinet of the Cayman Islands government. Disputes regarding price adjustments would be referred to arbitration. The license was scheduled to expire in July 2010 but has been 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 extension of the license expired on June 30, 2016. The Company continues to provide water subsequent to June 30, 2016 on the assumption that the license has been further extended to allow the parties to continue negotiations without interruption to an essential service. The Cayman Islands government could ultimately offer a third party a license to service some or all of Cayman Water’s present service area. However, as set forth in the existing license, ‘‘the Governor hereby agrees that upon the expiry of the term of this Licence or any extension thereof, he will not grant a licence or franchise to any other person or company for the processing, distribution, sale and supply of water within the Licence Area without having ﬁrst offered such a licence or franchise to the Company on terms no less favourable than the terms offered to such other person or company.’’ In February 2011, the Water (Production and Supply) Law, 2011 and the Water Authority (Amendment) Law, 2011 (the ‘‘New Laws’’) were published and enacted. Under the New Laws, the WAC will issue any new license, and such new license could include a rate of return on invested capital model, as discussed in the following paragraph. Following the enactment of the New Laws, the Company was advised in correspondence from the Cayman Islands government and the WAC that: (i) the WAC, and not the Cayman Islands government, is the principal negotiator in these license negotiations; and (ii) the WAC has determined that a rate of return on invested capital model (‘‘RCAM’’) for the retail license is in the best interest of the public and Cayman Water’s customers. RCAM is the rate model currently utilized in the electricity transmission and distribution license granted by the Cayman Islands government to the Caribbean Utilities Company, Ltd. The Company responded to the Cayman Islands government that it disagreed with the government’s position on these two matters and negotiations for a new license temporarily ceased. In July 2012, in an effort to resolve several issues relating to its retail license renewal negotiations, the Company ﬁled an Application for Leave to Apply for Judicial Review (the ‘‘Application’’) with the Grand Court of the Cayman Islands (the ‘‘Court’’), seeking declarations that: (i) certain provisions of the New Laws appear to be incompatible and a determination as to how those provisions should be interpreted; (ii) the WAC’s roles as the principal license negotiator, statutory regulator and the Company’s competitor put the WAC in a position of hopeless conﬂict; and (iii) the WAC’s decision to replace the rate structure under the Company’s current exclusive license with RCAM was predetermined and unreasonable. The hearing for this judicial review was held in April 2014 and in June 2014 the Court issued its ruling, which was limited to the 88 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Commitments and contingencies − (continued) determination that (i) the renewal of the license does not require a public bidding process; and (ii) the WAC is the proper entity to negotiate with the Company for the renewal of the license. its counter proposal In November 2014, the Company wrote to the Minister of Works offering to recommence license negotiations on the basis of the RCAM model subject to the following conditions: (i) the Government would undertake to amend the current water legislation to provide for an independent regulator and a fair and balanced regulatory regime more consistent with that provided under the electrical utility regulatory regime, (ii) the Government and the Company would mutually appoint an independent referee and chairman of the negotiations, (iii) the Company’s new license would provide exclusivity for the production and provision of all piped water, both potable and non-potable, within its Cayman Islands license area, (iv) the Government would allow the to the WAC’s RCAM license draft, and (v) the principle of Company to submit subsidization of residential customer rates by commercial customer rates would continue under a new license. In March 2015 the Company received a letter from the Minister of Works with the following responses to the Company’s November 2014 letter: (1) while the Cayman government plans to create a new public utilities commission, the provision of the new retail license will not depend upon the formation of such a commission; (2) any consideration regarding inclusion of the exclusive right to sell non-potable water within the area covered by the retail license will not take place until after the draft license has proceeded through the review process of the negotiations; (3) rather than allow the Company to submit its counter proposal to the WAC’s RCAM license draft, the WAC will draft the license with the understanding that the Company will be allowed to propose amendments thereto; (4) the principle of subsidization of residential customer rates by commercial customer rates would continue under the new license; and (5) a request that the Company consider eliminating its monthly minimum volume charge in the new license. The Company recommenced license negotiations with the WAC during the third quarter of 2015 based upon a draft RCAM license provided by the WAC. 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 has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Water utilities are not presently included in the scope of OFREG’s regulatory functions and remain under the regulatory control of the WAC. However, the Company was given the opportunity by the Cayman Islands government to comment on four draft legislative bills which are intended to transfer responsibility for economic regulation of the water utility sector from the WAC to OFREG. The Company has not been advised as to the ﬁnal form and content of these legislative bills and is therefore presently unable to assess their ultimate impact on its retail license negotiations, however the Company believes that these bills will be enacted into law within the coming months. OFREG began operations in January 2017, and the Company has been advised by the WAC that they are presently coordinating with OFREG to transfer responsibility for the Company’s license negotiations from the WAC to OFREG. The Company cannot presently determine the impact of OFREG or the pending legislative bills on its retail license negotiations. The Company is presently unable to determine what impact the resolution of its retail license negotiations will have on its cash ﬂows, ﬁnancial condition or results of operations but such resolution could result in a material reduction of the operating income and cash ﬂows the Company has historically generated from its retail operations and could require the Company to record an impairment loss to reduce the carrying value of its goodwill. Such impairment loss could have a material adverse impact on the Company’s results of operations. 89 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Commitments and contingencies − (continued) CW-Belize the Minister of Public Utilities of the government of Belize By Statutory Instrument No. 81 of 2009, published an order — the Public Utility Provider Class Declaration Order, 2009 (the ‘‘Order’’) — which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws of Belize. With this designation, the Public Utilities Commission of Belize (the ‘‘PUC’’) has the authority to set the rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint Order (the ‘‘Second Order’’) which among other things requires that (i) CW-Belize and its customer jointly make a submission to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act; (ii) CW-Belize submit an operations manual for CW-Belize’s desalination plant to the PUC for approval; (iii) CW-Belize and its customer modify the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day; (iv) CW-Belize keep a minimum number of replacement seawater RO membranes in stock at all times; and (v) CW-Belize take possession of and reimburse the PUC for certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the Belize courts could hear the matter. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on November 29, 2012. The ruling on this case is pending. The Company is presently unable to determine what impact the Order and the Second Order will have on its ﬁnancial condition, results of operations or cash ﬂows. CW-Bali Through its subsidiary CW-Bali, the Company has built and presently operates a seawater reverse osmosis plant with a productive capacity of approximately 790,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. Since its inception, the sales volumes for this plant have not been sufficient to cover its operating costs. CW-Bali’s summarized ﬁnancial results for the three most recent ﬁscal years are as follows: Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment loss on long-lived assets . . . . . . . . . . Loss from operations . . . . . . . . . . . . . . . . . . . . . Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 91,311 $ (2,000,000) (2,744,361) (2,547,332) 450,736 Year ended December 31, 2015 $ 368,012 — (483,544) (860,783) 304,673 2014 $ 471,919 — (458,393) (585,744) 279,037 In 2015, the Indonesian government passed Regulation 122 which provides a mechanism for governmental regulatory oversight over the utilization of Indonesia’s water resources. Under this new regulation, the approval or cooperation of the local government water utility is required for any water supply contracts executed by non-governmental providers after the effective date of the regulation. Consequently CW-Bali will be required to enter into a cooperation agreement with Bali’s local government water utility, PDAM, or otherwise obtain PDAM’s approval, to supply any new customers. In late 2015, the Company decided to seek a strategic partner for CW-Bali to (i) purchase a major portion of its equity ownership in CW-Bali; (ii) lead CW-Bali’s sales and marketing efforts; (iii) liaise with PDAM; and (iv) assist with CW-Bali’s on-going funding requirements. 90 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Commitments and contingencies − (continued) During the three months ended September 30, 2016, the Company reassessed the prospects for CW-Bali in light of its results to date, current circumstances and uncertainties impacting the business, and expected future funding requirements and tested its long-lived assets for possible impairment. To test for impairment, the Company estimated the future undiscounted cash ﬂows CW-Bali will receive from its plant by (i) identifying various possible future scenarios for the business; (ii) estimating the undiscounted future cash ﬂows associated with each possible resulting probability-weighted sum represents the Company’s best estimate of the future undiscounted cash ﬂows to be derived by CW-Bali from its long-lived desalination plant assets. The carrying value of CW-Bali’s long-lived assets exceeded the Company’s probability-weighted estimate of CW-Bali’s future undiscounted cash ﬂows which indicated impairment of these assets, and the Company recorded an impairment loss of $2.0 million during the three months ended September 30, 2016 to reduce the carrying value of its long-lived CW-Bali assets to their estimated fair value. assigning a probability to each scenario. The and (iii) scenario; If in the coming months CW-Bali is not able to obtain a strategic partner, sell water to PDAM or to other new customers through a cooperation agreement, or otherwise signiﬁcantly increase the revenues generated by its Nusa Dua plant, the Company may cease CW-Bali’s operations. If the Company ceases CW-Bali’s operations, it may be required to record further impairment losses to reduce the carrying value of its investment in CW-Bali to its fair value for the period in which the Company formally commits to exit the Bali market. Such impairment losses could have a material adverse impact on the Company’s results of operations. Any sale of a portion of the Company’s investment in CW-Bali may be for an amount less than its carrying amount, resulting in a loss on the sale that could have a material adverse impact on the Company’s results of operations. The carrying value of the Company’s investment in CW-Bali as of December 31, 2016 totaled $1.8 million, consisting of net assets of approximately $1.2 million and a cumulative foreign currency translation adjustment reﬂected in stockholders’ equity of $549,555. The Company anticipated at the time CW-Bali commenced operations that CW-Bali’s revenues, expenditures, and other cash ﬂows would be conducted primarily in the local currency, the Indonesian rupiah (IDR). The Company expected that ﬁnancial support it and its other subsidiaries provided to CW-Bali would not extend beyond CW-Bali’s start-up phase, and that thereafter CW-Bali would generate positive net cash ﬂows from its operations and thus remain relatively self-contained and integrated within the economic environment of Bali, Indonesia. As a result, since inception of its operations through September 30, 2016, the functional currency of CW-Bali was the IDR. However, since its inception CW-Bali has been dependent upon on-going ﬁnancial support from the Company in U.S dollars (US$) to continue its operations. The Company expects such funding to continue until such time, if ever, that CW-Bali generates sufficient revenues to support its operations, or is able to obtain a strategic partner to assist with its on-going funding requirements, or ceases operations. Consequently, effective as of October 1, 2016, the Company changed the functional currency of CW-Bali to US$. During the periods for which IDR was CW-Bali’s functional currency, the Company recorded foreign currency gains and losses arising from CW-Bali’s transactions conducted in currencies other than the IDR. Such foreign currency gains and losses included amounts associated with (i) transactions denominated in currencies other than the IDR and (ii) the re-measurement of monetary assets and liabilities denominated in currencies other than the IDR as of the balance sheet date. CW-Bali’s monetary assets and liabilities denominated in currencies other than the IDR consist of US$-denominated bank accounts and US$-denominated loans provided to CW-Bali by the Company. Such foreign currency transaction gains (losses) were included in income and amounted to approximately $28,000 and ($309,000) for the three months ended September 30, 2016 and 2015, respectively and approximately $202,000 and ($542,000) for the nine months ended September 30, 2016 and 2015, respectively. After the re-measurement process of monetary assets and liabilities was completed, the assets and liabilities of CW-Bali were translated into US$ using exchange rates in effect at the end of each period. Revenues and expenses for CW-Bali were translated using rates that approximated those in effect 91 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Commitments and contingencies − (continued) during the period. The effect of these foreign currency translations was recognized in the cumulative translation adjustment included in the Company’s stockholders’ equity, which amounted to ($549,555) as of September 30, 2016 and December 31, 2016 and ($533,365) as of December 31, 2015. This change in functional currency will be applied on a prospective basis, and therefore, the cumulative translation adjustment of ($549,555) as of September 30, 2016 will remain unchanged until such time that the CW-Bali is no longer dependent on US$ funding to support its operations, the Company sells all or a portion of its equity interest in CW-Bali, or the Company discontinues CW-Bali’s operations. Translated amounts for non-monetary assets as of September 30, 2016 will become the new accounting basis for those assets effective October 1, 2016. Monetary assets denominated in foreign currencies, including the IDR, will be re-measured to US$ at the current exchange rate as of the balance sheet date going forward. The Company anticipates that the likely effect of this change in functional currency will result in future foreign currency gains and losses that pertain to (i) transactions denominated in IDR and (ii) foreign currency re-measurements associated with monetary assets and liabilities denominated in IDR. As of December 31, 2016, such balances include IDR-denominated cash and accounts payable, which amounted to approximately $28,000 and $7,000, respectively, based upon the exchange rate between the IDR and US$ as of that date. Based on this change in functional currency, the US$-denominated loans to CW-Bali from its parent and affiliates will not be subject to further re-measurement adjustments. Other Contingencies CW-Bahamas’ contract to supply water to the WSC from its Blue Hills plant requires CW-Bahamas to guarantee delivery of a minimum quantity of water per week. If CW-Bahamas does not meet this minimum, it will be 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 WSC is currently paying under the contract. The Blue Hills contract expires in 2032 and requires CW-Bahamas to deliver 63.0 million gallons of water each week. 19. Stock-based compensation The Company has the following stock compensation plans that form part of its employees’ remuneration: Employee Share Incentive Plan (Preferred Shares) The Company awards shares of its preferred stock for $nil consideration under its Employee Share Incentive Plan to eligible employees, other than Directors and Officers, after four consecutive years of employment. If these employees remain with the Company for an additional four consecutive years, they can convert these preferred shares into shares of common stock on a one for one basis. In addition, at the time the preferred shares are granted, the employees receive options to purchase an equal number of shares of preferred stock at a discount to the average trading price of the Company’s common stock for the ﬁrst seven days of the October immediately preceding the date of the preferred stock grant. If these options are exercised, the shares of preferred stock obtained may also be converted to shares of common stock if the employee remains with the Company for an additional four consecutive years. Each employee’s option to purchase shares of preferred stock must be exercised within 30 days of the grant date, which is the 90th day after the date of the independent registered public accountants ﬁrm’s audit opinion on the Company’s consolidated ﬁnancial statements. Shares of preferred stock not subsequently converted to shares of common stock are redeemable only at the discretion of the Company. Shares of preferred stock granted under this plan during the years ended December 31, 2016, 2015 and 2014, totaled 8,421, 8,615 and 5,957, respectively, and an equal number of preferred stock options were granted in each of these years. 92 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19. Stock-based compensation − (continued) 2008 Equity Incentive Plan On May 14, 2008, the Company’s stockholders approved the 2008 Equity Incentive Plan (the ‘‘2008 Plan’’) and reserved 1,500,000 shares of the Company’s Class A common shares for issuance under this plan. All Directors, executives and key employees of the Company or its affiliates are eligible for participation in the 2008 Plan which provides for the issuance of options, restricted stock and stock equivalents at the discretion of the Board. No options were granted under the plan in 2014, 2015 or 2016. The Company measures and recognizes compensation expense at fair value for all share-based payments, including stock options. Stock-based compensation for the Employee Share Incentive Plan, Employee Share Option Plan and the 2008 Equity Incentive Plan totaled $152,078, $143,951 and $116,574 for the years ended December 31, 2016, 2015 and 2014, respectively, and is included in general and administrative expenses in the consolidated statements of income. Non-Executive Directors’ Share Plan This stock grant plan provides part of Directors’ remuneration. Under this plan, non-Executive Directors receive a combination of cash and common stock for their participation in Board meetings. The number of shares of common stock granted is calculated based upon the market price of the Company’s common stock on October 1 of the year preceding the grant. Common stock granted under this plan during the years ended December 31, 2016, 2015 and 2014 totaled 15,192, 10,514 and 5,992 shares, respectively. The Company recognized stock-based compensation for these share grants of $179,573, $143,218 and $85,880 for the years ended December 31, 2016, 2015 and 2014, respectively. Employee Share Option Plan (Common Stock Options) The Company has an employee stock option plan for certain long-serving employees of the Company. Under the plan, these employees are granted in each calendar year, as long as the employee is a participant in the Employee Share Incentive Plan, options to purchase common shares. The price at which the option may be exercised will be the closing market price on the grant date, which is the 40th day after the date of the Company’s Annual Shareholder Meeting. The number of options each employee is granted is equal to ﬁve times the sum of (i) the number of preferred shares which that employee receives for $nil consideration and (ii) the number of preferred share options which that employee exercises in that given year. Options may be exercised during the period commencing on the fourth anniversary of the grant date and ending on the thirtieth day after the fourth anniversary of the grant date. Options granted under this plan during the years ended December 31, 2016, 2015, and 2014, totaled 3,980, 4,030 and 2,990, respectively. The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing that uses the assumptions noted in the table below. Expected volatilities are based on historical model volatilities of the Company’s common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate stock option exercises and forfeitures within its valuation model. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The signiﬁcant weighted average assumptions for the years ended December 31, 2016, 2015 and 2014 were as follows: Risk free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected option life (years) . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . 2016 0.43% 1.4 33.49% 2.29% 2015 0.41% 1.4 33.74% 2.35% 2014 0.48% 1.4 48.06% 2.71% 93 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19. Stock-based compensation − (continued) A summary of the Company’s stock option activity for the year ended December 31, 2016 is as follows: Outstanding at beginning of period . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited/expired . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding as of December 31, 2016 . . . . . . . . . . . . Options 94,478 12,401 (55,061) (34,218) 17,600 Exercisable as of December 31, 2016 . . . . . . . . . . . . — Weighted Average Exercise Price $10.52 10.05 7.90 9.87 $12.02 $ 0.00 Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value(1) 1.90 years — years $ $ — — (1) The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $10.85 on the Nasdaq Global Select Market on December 31, 2016, exceeds the exercise price of the option. As of December 31, 2016, 17,600 non-vested options were outstanding, with weighted average exercise price remaining unrecognized of $12.02, and average remaining contractual compensation costs related to unvested stock-based arrangements were $25,336 as of December 31, 2016 and are expected to be recognized over a weighted average period of 1.90 years. life of 1.90 years. The total As of December 31, 2016, unrecognized compensation costs relating to redeemable preferred stock outstanding were $155,231 and are expected to be recognized over a weighted average period of 1.22 years. The following table summarizes the weighted average fair value of options at the date of grant and the intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014: Options granted with an exercise price below market price on the date of grant: Employees − preferred stock . . . . . . . . . . . . . . . . . . . . . . Overall weighted average . . . . . . . . . . . . . . . . . . . . . . . . $ 4.48 4.48 $ 4.19 4.19 $ — — 2016 2015 2014 Options granted with an exercise price at market price on the date of grant: Management employees . . . . . . . . . . . . . . . . . . . . . . . . . Employees − common stock . . . . . . . . . . . . . . . . . . . . . . Overall weighted average . . . . . . . . . . . . . . . . . . . . . . . . $ — 3.13 3.13 $ — 3.39 3.39 $ — 3.11 3.11 Options granted with an exercise price above market price on the date of grant: Management employees . . . . . . . . . . . . . . . . . . . . . . . . . Employees − preferred stock . . . . . . . . . . . . . . . . . . . . . . Overall weighted average . . . . . . . . . . . . . . . . . . . . . . . . Total intrinsic value of options exercised . . . . . . . . . . . . . . $ — — — $73,753 $ — — — $87,371 $ — 0.59 0.59 $17,162 94 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19. Stock-based compensation − (continued) Long-Term Incentive Compensation The Board of Directors approved changes to the long-term incentive compensation for the Company’s executive officers effective for 2015 and thereafter to better align the interests of its executive officers with those of its shareholders. The revised long-term compensation plan includes a combination of performance and non-performance based grants of common stock. The non-performance based stock grants vest ratably the end of three years based upon the over a three-year period. The performance based grants vest at achievement of three year cumulative performance outcomes. The initial three year measurement period for the performance based stock grants is 2015 − 2017. Common stock granted under this plan for the year ended December 31, 2015 but issued in 2016 totaled 9,964 shares. Common stock granted under this plan for the year ended December 31, 2016 but issued in 2017 totaled 17,825 shares. The Company recognized $189,368 and $120,500 in stock-based compensation expense related to the non-performance stock grants under the revised long-term compensation plan for the year ended December 31, 2016 and 2015, respectively. 20. Retirement beneﬁts Staff pension plans are offered to all employees in Florida, Cayman Islands and Bahamas. The plans are administered by third party pension plan providers and are deﬁned contribution plans. The Company matches the contribution of the ﬁrst 5% of each participating employee’s salary up to $104,400 for the Cayman Islands, there is no salary limit for the Bahamas and up to 6% of each participating employee salary for Florida employees. The total amount recognized as an expense under the plan during the year ended December 31, 2016, 2015, and 2014 was $376,086, $328,084, and $325,576, respectively. 21. Financial instruments Credit risk: The Company is not exposed to signiﬁcant credit risk on its retail customer accounts as its policy is to cease supply of water to customers’ accounts that are more than 45 days overdue. The Company’s exposure to credit risk is concentrated on receivables from its Bulk water customers. The Company considers these receivables fully collectible and therefore has not recorded an allowance for these receivables. Interest rate risk: The Company is not subject to signiﬁcant interest-rate risk arising from ﬂuctuations in interest rates as the balance of the Company’s note payable to related party at December 31, 2016 is not signiﬁcant to its ﬁnancial condition or results of operations. Foreign exchange risk: All relevant foreign currencies other than the Mexican peso, Indonesian rupiah and the euro have been ﬁxed to the dollar for over 30 years and the Company does not employ a hedging strategy against exchange rate risk associated with the reporting in dollars. If any of these ﬁxed exchange rates becomes a ﬂoating exchange rate or if any of the foreign currencies in which the Company conducts business depreciate signiﬁcantly against the dollar, the Company’s consolidated results of operations could be adversely affected. Fair values: As of December 31, 2016 and 2015 the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, the note payable to related party, the demand loan payable and dividends payable approximate their fair values due to the short term maturities of these instruments. Management considers that the carrying amounts for loans receivable as of December 31, 2016 and 2015 approximate their fair value as the stated interest rates approximate market rates. 95 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 21. Financial instruments − (continued) 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. The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value as of December 31, 2016 and 2015: Level 1 Level 2 Level 3 Total December 31, 2016 Liabilities: Recurring Net liability arising from put/call options . . . $ — $ — $680,000 $680,000 Level 1 Level 2 Level 3 Total December 31, 2015 Assets: Recurring Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certiﬁcate of deposit Total recurring . . . . . . . . . . . . . . . . . . . . . . . $428,203 — $428,203 $ — 5,637,538 $5,637,538 $ $ — — — $ 428,203 5,637,538 $6,065,741 The activity for the Level 3 liability for the year ended December 31, 2016: Net liability arising from put/call options(1) Balance as of December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — 383,000 297,000 $680,000 (1) The net liability arising from the put/call options is included other liabilities in the accompanying consolidated balance sheets as of December 31, 2016. 96 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 22. Supplemental disclosure of cash ﬂow information Interest paid in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Year Ended December 31, 2015 $ 147,546 2016 74,898 2014 $ 196,768 Non-cash transactions: Transfers from inventory to property plant and equipment and construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . Transfers from construction in progress to property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of 25,156, 10,514, and 18,294, respectively, shares of common stock for services rendered . . . . . . . . . . . . . . . . Issuance of 8,421, 8,615, and 5,957, respectively, shares of $ 276,807 $ 123,036 $ 168,622 $3,542,119 $2,694,733 $2,693,622 $ 278,388 $ 119.018 $ 263,098 redeemable preferred stock for services rendered . . . . . . . . $ 111,410 $ 110,703 $ 65,289 Conversion (on a one-to-one basis) of 11,558, 7,195, and 4,756, respectively, shares of redeemable preferred stock to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends declared but not paid . . . . . . . . . . . . . . . . . . . . . $ 6,935 $1,118,017 $ 4,317 $1,111,501 $ 2,854 $1,106,456 23. Impact of recent accounting standards Adoption of New Accounting Standards: In February 2015, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) 2015-02, Consolidation (Topic 810) — Amendments to the Consolidation Analysis. The amendments in this update require management to reevaluate whether certain legal entities should be consolidated. Speciﬁcally, the amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (‘‘VIEs’’) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this update are effective for public business entities for ﬁscal years, and interim periods within those ﬁscal years, beginning after December 15, 2015. The adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated ﬁnancial statements. In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 provides authoritative guidance related to the presentation of debt issuance costs on the balance sheet, requiring companies to present debt issuance costs as a direct deduction from the carrying value of debt. The amendments in this update are effective for public business entities in ﬁscal years beginning after December 15, 2015, and interim periods within those ﬁscal years. The new guidance must be applied retrospectively to each prior period presented. The adoption of ASU 2015-03 did not have a material impact on the Company’s consolidated ﬁnancial statements. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clariﬁes the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. The SEC Staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendment requires retrospective application 97 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 23. Impact of recent accounting standards − (continued) and represents a change in accounting principle. The amendment becomes effective in ﬁscal years beginning after December 15, 2015. The adoption of ASU 2015-15 did not have a material impact on the Company’s consolidated ﬁnancial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments, which requires an acquirer to recognize adjustments identiﬁed during the measurement period in the reporting period in which the adjustment amounts are determined. The adjustment must include the cumulative effect of the adjustment as if the accounting had been completed on the acquisition date. The update should be applied prospectively and becomes effective January 1, 2016. Early application is permitted. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated ﬁnancial statements. Effect of newly issued but not yet effective accounting standards: the contract, identiﬁcation of In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reﬂects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 including prescribes a ﬁve step framework in accounting for revenues from contracts within its scope, the contract, identiﬁcation of (a) (c) determination of the transaction price, (d) allocation of the transaction price to the identiﬁed performance obligations and (e) the identiﬁed performance obligations are satisﬁed. ASU 2014-09 also prescribes additional disclosures and ﬁnancial statement presentations. ASU 2014-09 may be adopted retrospectively or under a modiﬁed retrospective method where the cumulative effect is recognized at the date of initial application. This amendment was originally effective January 1, 2017. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date by one year to January 1, 2018. Early application is permitted but not before January 1, 2017. the performance obligations under recognition of revenues as (b) In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), that amends the principal versus agent guidance in ASU 2014-09. ASU 2016-08 clariﬁes that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. ASU 2016-08 also provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, In April 2016, that amends the revenue guidance in ASU 2014-09 on identifying performance obligations and accounting for licenses of intellectual property. ASU 2016-10 changed the FASB’s previous proposals on renewals of right-to-use licenses and contractual restrictions. The effective date of the standard for the Company will coincide with ASU 2014-09 during the ﬁrst quarter 2018. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC including, among other items, guidance relating to Staff Announcements that are codiﬁed in Topic 605, accounting for shipping and handling fees and freight services. the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): In May 2016, Narrow-Scope Improvements and Practical Expedients, which clariﬁes implementation guidance around collectability, sales taxes collected from customers, noncash considerations, contract modiﬁcations at transition, and completed contracts at transition. 98 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 23. Impact of recent accounting standards − (continued) In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amended the guidance on performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and permits early adoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition method. The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 are the same as ASU 2015-14 discussed above. The Company is currently evaluating the effect the adoption of these standards will have on the Company’s consolidated ﬁnancial statements. the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of In July 2015, Inventory. ASU 2015-11 applies to all inventory that is measured using ﬁrst-in, ﬁrst-out or average cost. The guidance requires an entity to measure inventory at the lower of cost or net realizable value. ASU 2015-11 is interim periods within those years, beginning after effective prospectively for ﬁscal years, and for December 15, 2016. Early application is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on the Company’s ﬁnancial position, results of operations or cash ﬂows. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740), Balance Sheet Classiﬁcation of Deferred Taxes. ASU 2015-17 requires net deferred tax assets and liabilities be classiﬁed as noncurrent in a classiﬁed balance sheet and eliminates the classiﬁcation between current and noncurrent amounts ASU No. 2015-17 is effective for ﬁnancial statements issued for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The adoption of ASU 2015-17 is not expected to have a material impact on the Company’s ﬁnancial position, results of operations or cash ﬂows. the FASB issued ASU 2016-01, Financial (Subtopic 825-10): In January 2016, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation and disclosure of ﬁnancial assets and ﬁnancial liabilities. ASU 2016-01 is effective for ﬁscal years, and for interim periods within those years, beginning after December 15, 2017 and, for most provisions, is effective using the cumulative-effect transition approach. Early application is the adoption of this permitted for certain provisions. The Company is currently evaluating the effect amendment will have on the Company’s consolidated ﬁnancial statements. Instruments — Overall the FASB issued ASU 2016-02, Leases (Topic 842), which provides guidance for In February 2016, accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. The accounting guidance for lessors will remain relatively largely unchanged. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect the adoption of this amendment will have on the Company’s consolidated ﬁnancial statements. In March 2016, the FASB issued ASU 2016-07, Investments — Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the inﬂuence over a equity method of accounting retrospectively when a reporting entity obtains signiﬁcant previously held investment. ASU 2016-07 will be effective for the Company’s ﬁscal year beginning January 1, 2017 and subsequent interim periods. The adoption of ASU 2016-07 is not expected to have a material impact on the Company’s ﬁnancial position, results of operations or cash ﬂows. 99 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 23. Impact of recent accounting standards − (continued) the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): In March 2016, Improvements to Employee Share-Based Payment Accounting, which simpliﬁes several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements and classiﬁcation on the statement of cash ﬂows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2016-09 is not expected to have a material impact on the Company’s ﬁnancial position, results of operations or cash ﬂows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classiﬁcation of Certain Cash Receipts and Cash Payments, which clariﬁes how certain cash receipts and payments are presented in the statement of cash ﬂows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the effect the adoption of this amendment will have on the Company’s consolidated ﬁnancial statements. for Goodwill Impairment, which removes Step 2 of the goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 should be applied on a prospective basis and is effective for annual periods beginning January 1, 2020. Early adoption is permitted for interim or annual goodwill tests performed on testing dates after January 1, 2017. The Company is currently evaluating the effect the adoption of this amendment will have on the Company’s consolidated ﬁnancial statements. impairment impairment 24. Income taxes The components of income (loss) before income taxes are as follows: Foreign (not subject to income taxes) . . . . . . . . . . Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 $ 8,851,332 (3,339,932) (3,270,144) $ 2,241,256 Years Ended December 31 2015 $10,502,379 (2,576,885) — $ 7,925,494 2014 $10,355,689 (3,591,149) — $ 6,764,540 The Company’s provision for U.S. operations of $536,057. income taxes for 2016 consisted of a deferred tax beneﬁt relating to A reconciliation of the U.S. statutory federal tax rate to the effective beneﬁt rate for the U.S. loss before income taxes for the year ended December 31, 2016 is as follows: U.S statutory federal rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State taxes, net of federal effect Foreign tax rate differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Permanent items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation allowance for deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.0% (2.0)% (128.3)% 20.9% 51.4% (23.9)% 100 CONSOLIDATED WATER CO. LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 24. Income taxes − (continued) The tax effects of signiﬁcant December 31, 2016 were as follows: items comprising the Company’s net long term deferred tax liability at Deferred tax assets: Operating loss carryforwards − Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating loss carryforwards − United States . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,545,008 150,758 (5,695,766) — 129,041 1,786,200 1,915,241 $ 1,915,241 25. Subsequent events The Company evaluated subsequent events through the time of the ﬁling of its Annual Report on Form 10-K. Other than as disclosed in these consolidated ﬁnancial statements, the Company is not aware of any signiﬁcant events that occurred subsequent to the balance sheet date but prior to the ﬁling of this report that would have a material impact on its consolidated ﬁnancial statements. 101 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Ocean Conversion (BVI) Ltd. We have audited the accompanying consolidated balance sheets of Ocean Conversion (BVI) Ltd. (the ‘‘Company’’) as of December 31, 2016 and 2015, and the related consolidated statements of operations, stockholders’ equity and cash ﬂows for each of the years in the three-year period ended December 31, 2016. These ﬁnancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ﬁnancial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over ﬁnancial reporting. Our audit included consideration of internal control over ﬁnancial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over ﬁnancial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁnancial statements, assessing the accounting principles used and signiﬁcant estimates made by management, as well as evaluating the overall ﬁnancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. the ﬁnancial statements referred to above present fairly, In our opinion, the consolidated ﬁnancial position of Ocean Conversion (BVI) Ltd., as of December 31, 2016 and 2015, and the consolidated results of its operations and its cash ﬂows for each of the years in the three-year period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. in all material respects, /s/ Marcum LLP Fort Lauderdale, Florida March 16, 2017 102 OCEAN CONVERSION (BVI) LTD. CONSOLIDATED BALANCE SHEETS December 31, 2016 2015 ASSETS Current assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,509,590 974,368 80,699 62,757 5,627,414 3,318,288 — 262,537 382,417 $9,590,656 $1,290,227 2,839,338 63,365 130,862 4,323,792 3,925,802 63,047 274,384 419,417 $9,006,442 LIABILITIES AND EQUITY Current liabilities Accounts payable and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proﬁt sharing obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 197,673 197,673 1,854,900 — 2,052,573 $ 584,116 584,116 1,603,800 46,452 2,234,368 Equity Class A, voting shares, $1 par value. Authorized 600,000 shares: issued and outstanding 555,000 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Class B, voting shares, $1 par value. Authorized 600,000 shares: issued and outstanding 555,000 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Class C, non-voting shares, $1 par value. Authorized 600,000 shares: issued and outstanding 165,000 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total OC-BVI stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 555,000 555,000 555,000 555,000 165,000 225,659 5,832,863 7,333,522 204,561 7,538,083 $9,590,656 165,000 225,659 5,056,829 6,557,488 214,586 6,772,074 $9,006,442 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 103 OCEAN CONVERSION (BVI) LTD. CONSOLIDATED STATEMENTS OF OPERATIONS Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . . . . . . . Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income (expense) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proﬁt sharing expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income attributable to non-controlling interests . . . . . . . . . . . . . Net income attributable to controlling interests . . . . . . . . . . . 2016 $3,832,929 2,107,557 1,725,372 930,838 794,534 Year Ended December 31, 2015 $4,143,882 2,261,973 1,881,909 958,364 923,545 2014 $4,679,829 2,833,007 1,846,822 940,072 906,750 302,575 (251,100) — 51,475 846,009 69,975 $ 776,034 33,152 (210,600) 1,000 (176,448) 747,097 70,854 $ 676,243 39,299 (222,750) (5,300) (188,751) 717,999 21,045 $ 696,954 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 104 OCEAN CONVERSION (BVI) LTD. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Additional paid-in capital Retained earnings Dollars Shares Balance as of December 31, 2013 . . 1,275,000 $1,275,000 $225,659 $ 5,315,632 — — Net income . . . . . . . . . . . . . . . . . 696,954 — (1,632,000) Dividends declared . . . . . . . . . . . . — 4,380,586 Balance as of December 31, 2014 . . 1,275,000 676,243 — Net income . . . . . . . . . . . . . . . . . Dividends declared . . . . . . . . . . . . — — 5,056,829 Balance as of December 31, 2015 . . 1,275,000 776,034 — Net income . . . . . . . . . . . . . . . . . — — Dividends declared . . . . . . . . . . . . Balance as of December 31, 2016 . . 1,275,000 $1,275,000 $225,659 $ 5,832,863 — — 1,275,000 — — 1,275,000 — — 225,659 — — 225,659 — — Non-controlling interest $122,687 21,045 — 143,732 70,854 — 214,586 69,975 (80,000) $204,561 Total stockholders’ equity $ 6,938,978 717,999 (1,632,000) 6,024,977 747,097 — 6,772,074 846,009 (80,000) $ 7,538,083 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 105 OCEAN CONVERSION (BVI) LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS Cash ﬂows from operating activities Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss on disposal of ﬁxed assets . . . . . . . . . . . . . . . . . . . Proﬁt sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) decrease in accounts receivable . . . . . . . . . . . . . . (Increase) decrease in inventory . . . . . . . . . . . . . . . . . . . . . (Increase) decrease in prepaid expenses and other assets . . . . Increase (decrease) in accounts payable and other liabilities . . Increase (decrease) in deferred revenue . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . Cash ﬂows from investing activities Additions to property, plant and equipment and construction in Year Ended December 31, 2015 2014 2016 $ 846,009 $ 747,097 $ 717,999 716,750 — 251,100 1,864,970 (5,487) 105,105 (386,443) (46,452) 3,345,552 673,711 — 210,600 (1,340,817) 13,013 (1,972) 156,847 46,452 504,931 753,759 14,454 222,750 1,253,309 (69,010) 62,373 (290,618) — 2,665,016 progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash (used in) investing activities . . . . . . . . . . . . . . . . . . (46,189) (46,189) (63,664) (63,664) (122,583) (122,583) Cash ﬂows from ﬁnancing activities Proﬁt sharing rights paid . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash (used in) ﬁnancing activities . . . . . . . . . . . . . . . . . Net increase in cash and cash equivalents . . . . . . . . . . . . . . Cash and cash equivalents at the beginning of the period . . . Cash and cash equivalents at the end of the period . . . . . . . . — (80,000) (80,000) 3,219,363 1,290,227 $4,509,590 — (518,400) — (1,632,000) — (2,150,400) 392,033 456,927 848,960 $ 441,267 848,960 $ 1,290,227 Non-cash transactions Transfers from inventory to property, plant and equipment, net . . $ 109,236 $ 64,426 $ — The accompanying notes are an integral part of these consolidated ﬁnancial statements. 106 OCEAN CONVERSION (BVI) LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Principal activity (‘‘OC-BVI’’) was incorporated in the British Virgin Islands under Ocean Conversion (BVI) Ltd. the Companies Act, Cap 285, on May 14, 1990 and is engaged in the production and sale of potable water to the Government of the British Virgin Islands (the ‘‘BVI government’’). OC-BVI has an agreement with the BVI government, its sole customer, to produce and supply a guaranteed quantity and quality of potable water. This agreement provides for speciﬁc penalties should OC-BVI not be able to provide the guaranteed quantity of water. JVD Ocean Desalination Ltd. (‘‘JVD’’), a majority owned subsidiary of OC-BVI, was incorporated on January 2, 2003 and began producing potable water on the island of Jost Van Dyke for the BVI government in July 2003 under a 10-year contract with the BVI government that expired July 8, 2013. Pursuant to the contract, OC-BVI is operating the plant on a year-to-year basis until the BVI government informs OC-BVI of its intention to extend the existing, or enter into a new agreement. OC-BVI supplies water to the BVI government under a seven-year contract executed in March 2010 for OC-BVI’s plant located at Bar Bay, Tortola (the ‘‘Bar Bay Agreement’’). Under the terms of the Bar Bay Agreement, OC-BVI delivers up to 600,000 gallons of water per day to the BVI government from the Bar Bay plant and the BVI government is obligated to pay for this water at a speciﬁed price as adjusted by a monthly energy factor. In February 2017, the OC-BVI and BVI government executed a 14 year extension of the Bar Bay Agreement at a reduced price per gallon for the water provided. 2. Accounting policies Basis of preparation: The consolidated ﬁnancial statements presented are prepared in accordance with the accounting principles generally accepted in the United States of America. Basis of consolidation: The consolidated ﬁnancial statements include the ﬁnancial statements of OC-BVI and its majority owned subsidiary, JVD (collectively, the ‘‘Company’’). All signiﬁcant intercompany balances and transactions have been eliminated. Use of estimates: The preparation of the consolidated ﬁnancial statements in conformity with the accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated ﬁnancial statements and the reported amounts of revenues and expenses during the reporting period. Signiﬁcant items subject to estimates and assumptions include the carrying value of property, plant and equipment and inventory. Actual results could differ from those estimates. Cash and cash equivalents: Cash and cash equivalents are comprised of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents are not restricted as to withdrawal or use. Accounts receivable: Accounts receivable are recorded at the invoiced amounts based on meter readings. Interest income: The Company earns interest income on accounts receivable based on the overdue invoices from its customer. Inventory: net realizable value, with cost determined on the ﬁrst-in, ﬁrst-out basis. Inventory primarily includes replacement spares and parts that are valued at the lower of cost or Impairment of long-lived assets: Assets such as property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash ﬂows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash ﬂows, an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset. 107 OCEAN CONVERSION (BVI) LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Accounting policies − (continued) Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using a straight line method with an allowance for estimated residual values. Rates are determined based on the estimated useful lives of the assets as follows: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plant and equipment Office furniture, ﬁxtures and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lab equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 to 14 years 3 to 10 years 3 to 10 years 5 to 10 years Additions to property, plant and equipment consist of the cost of the contracted services, direct labor and materials. Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month of addition. Revenue from water sales: OC-BVI recognizes revenues from Bar Bay plant water sales at the time water is supplied to the BVI government’s distribution system. The amount of water supplied is determined based upon water meter readings performed at the end of each month. Under the terms of its bulk water supply contracts, OC-BVI is entitled to charge its customers the greater of a minimum monthly charge or the price for water supplied during the month. 3. Litigation with the BVI government Under the terms of a water supply agreement dated May 1990 (the ‘‘1990 Agreement’’) between OC-BVI and the Government of the British Islands (the ‘‘BVI Government’’), upon the expiration of its initial seven-year term in May 1999, the 1990 Agreement would automatically be extended for another seven-year term unless the BVI government provided notice, at least eight months prior to such expiration, of its decision to purchase the plant from OC-BVI at the agreed upon amount under the 1990 Agreement of approximately $1.42 million. In correspondence between the parties from late 1998 through early 2000, the BVI government indicated that it intended to purchase the plant but would be amenable to negotiating a new water supply agreement, and that it considered the 1990 Agreement to be in force on a monthly basis until negotiations between the BVI government and OC-BVI were concluded. Occasional discussions were held between the parties since 2000 without resolution of the matter. OC-BVI continued to supply water from the plant and expended approximately $4.7 million between 1995 and 2003 to signiﬁcantly expand the production capacity of the plant beyond that contemplated in the 1990 Agreement. In 2006, the BVI government took the position that the seven-year extension of the 1990 Agreement had been completed and that it was entitled to ownership of the Baughers Bay plant. In response, OC-BVI disputed the BVI government’s contention that the original terms of the 1990 Agreement remained in effect. During 2007, the BVI government signiﬁcantly reduced its payments for the water being supplied by OC-BVI and ﬁled a lawsuit with the Eastern Caribbean Supreme Court (the ‘‘Court’’) seeking ownership of the Baughers Bay plant. OC-BVI counterclaimed to the Court that it was entitled to continued possession and operation of the Baughers Bay plant until the BVI government paid OC-BVI approximately $4.7 million, which OC-BVI believed represented the value of the Baughers Bay plant at its expanded production capacity. OC-BVI subsequently ﬁled claims with the Court seeking payment for water sold and delivered to the BVI government through May 31, 2009 at the contract prices in effect before the BVI government asserted its purported right of ownership of the plant. The Court ruled on this litigation in 2009, determining that (i) the BVI government was entitled to immediate ownership and possession of the Baughers Bay plant; (ii) OC-BVI was not entitled to compensation for the expenditures made to expand the production capacity of the plant; (iii) OC-BVI was entitled to full payment of water invoices issued up to December 20, 2007, which had been calculated under the terms of the original 1990 Agreement; and (iv) OC-BVI was entitled to the amount of $10.4 million for water produced by OC-BVI from the Baughers Bay plant subsequent to December 20, 2007. 108 OCEAN CONVERSION (BVI) LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Litigation with the BVI government − (continued) OC-BVI ﬁled an appeal with the Eastern Caribbean Court of Appeals (the ‘‘Appellate Court’’) in October 2009 asking the Appellate Court to review the September 17, 2009 ruling by the Court as it related to OC-BVI’s claim for compensation for expenditures made to expand the production capacity of the Baughers Bay plant. In October 2009, the BVI government also ﬁled an appeal with the Appellate Court requesting the Appellate Court to reduce the $10.4 million awarded by the Court to OC-BVI for water supplied subsequent to December 20, 2007 to an amount equal to the cost of producing such water. In March 2010, OC-BVI vacated the Baughers Bay plant and the BVI government assumed direct responsibility for the plant’s operations. In June 2012, the Appellate Court issued the ﬁnal ruling with respect to the Baughers Bay litigation. This ruling dismissed the BVI government’s appeal against the Court awarding $10.4 million for the water supplied, and also awarded OC-BVI compensation for improvements made to the plant in the amount equal to the difference between (i) the value of the Baughers Bay plant at the date OC-BVI transferred possession of the plant to the BVI government and (ii) $1.42 million (the purchase price for the Baughers Bay plant under the 1990 Agreement). OC-BVI was also awarded all of its court costs at the trial level and two-thirds of such costs incurred on appeal. the previous judgment of OC-BVI and the BVI government engaged a mutually approved valuation expert to complete a valuation of the Baughers Bay plant at the date it was transferred to the BVI government in accordance with the Appellate Court ruling. In June 2016, OC-BVI received the ﬁnal valuation report from the valuation expert, which sets forth a value for the Baughers Bay plant of $13.0 million as of the date OC-BVI transferred possession of the plant to the BVI government. Applying the valuation determined by the valuation expert to the formula set forth by the Appellate Court in its ruling, OC-BVI would be entitled to $11.58 million from the BVI government for the Baughers Bay plant. The BVI government has indicated that it disagrees with the valuation methodology used by the valuation expert and the resulting valuation for the Baughers Bay plant. OC-BVI cannot presently determine if the Appellate Court will uphold the Baughers Bay plant valuation or when, or to what extent, any amount for the value of the Baughers Bay plant will be paid by the BVI government. Consequently, any amount due for the Baughers Bay plant valuation will not be included in OC-BVI’s results of operations until such amount, if any, is paid by the BVI government. 4. Inventory Inventory consists of: Consumables stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Spare parts inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory (non-current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2016 $ 16,302 326,934 343,236 80,699 $262,537 $ 2015 8,043 329,706 337,749 63,365 $274,384 109 OCEAN CONVERSION (BVI) LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Property, plant and equipment Property, plant and equipment consist of: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plant and equipment Office furniture, ﬁxtures and equipment . . . . . . . . . . . . . . . . . . . . Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tools & test equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment, net December 31, 2016 $ 3,599,824 5,864,904 44,203 78,428 9,622 9,596,981 (6,278,693) $ 3,318,288 2015 $ 3,599,824 5,755,668 44,203 78,428 9,622 9,487,745 (5,561,943) $ 3,925,802 Depreciation expense was $716,750, $673,711 and $753,759 for the years ended December 31, 2016, 2015 and 2014, respectively. During 2007, OC-BVI completed, for a total cost of approximately $8 million, the construction of a desalination plant with a capacity of 720,000 gallons per day located at Bar Bay, Tortola (the ‘‘Bar Bay plant’’). OC-BVI began selling water to the Ministry from this plant in January 2009 and on March 4, 2010, OC-BVI and the BVI government executed a deﬁnitive seven-year contract for the Bar Bay plant (the ‘‘Bar Bay Agreement’’). Under the terms of the Bar Bay Agreement, OC-BVI delivers up to 600,000 gallons of water per day to the BVI government from the Bar Bay plant and the BVI government is obligated to pay for this water at a speciﬁed price as adjusted by a monthly energy factor. The Bar Bay Agreement included a seven-year extension option exercisable by the BVI government and required OC-BVI to complete a storage reservoir on a BVI government site by no later than March 4, 2011. OC-BVI has not commenced construction of this storage reservoir due to the BVI government’s failure to pay the invoices for the water provided by the Bar Bay plant on a timely basis. In February 2017, the OC-BVI and BVI government executed a 14 year extension of the Bar Bay Agreement at a reduced price per gallon for the water provided. 6. Commitments During 2005, OC-BVI entered into a 25-year lease agreement with Bar Bay Estate Holdings Limited (‘‘Bar Bay Holdings’’), a private company incorporated in the Territory of the British Virgin Islands, pursuant to which OC-BVI agreed to lease from Bar Bay Holdings approximately 50,000 square feet of land on Tortola, British Virgin Islands on which a seawater desalination plant and wells was constructed. Under the terms of the lease agreement, a lease premium payment of $750,000 was made on June 10, 2005, annual lease and easement payments of $17,662 are due annually and royalty payments of 2.87% of annual sales, as deﬁned in the lease agreement, are payable quarterly. Sage Water Holdings (BVI) Limited currently owns 100% of the non-voting stock, 50% of the voting common stock and 50% of the proﬁt sharing rights of OC-BVI. A Director of Sage Water Holdings is also a Director of OC-BVI and holds 50% of the outstanding shares of Bar Bay Holdings. OC-BVI entered into an agreement that grants an easement over a parcel of land used to access certain Bar Bay plant. Under the terms of the agreement, an initial premium payment of $70,000 was made and fees of $6,000 are due annually through September 2019. 110 OCEAN CONVERSION (BVI) LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Commitments − (continued) Future minimum lease payments under non-cancelable operating leases as of December 31, 2016 are as follows: 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter $ 25,319 25,319 23,319 19,319 19,319 162,597 $275,192 Total rental expense amounted to $77,227, $76,262 and $76,262 for the years ended December 31, 2016, 2015 and 2014, respectively. 7. Expenses Cost of water sales consist of the following: Fuel oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Electricity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee costs Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other General and administrative expenses consist of the following: Management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Year Ended December 31, 2015 2014 2016 $ 26,121 585,177 114,615 715,084 338,899 73,183 254,478 $2,107,557 $ 42,685 777,680 85,518 671,804 338,143 74,394 271,749 $2,261,973 $ 89,672 1,114,780 90,025 751,705 395,648 74,086 317,091 $2,833,007 $611,722 48,750 78,390 69,969 1,666 410 119,931 $930,838 $630,932 88,738 28,525 66,254 1,908 948 141,059 $958,364 $628,643 71,390 25,626 65,213 2,054 — 147,146 $940,072 8. Related party transactions Pursuant to an amended and restated Management Services Agreement between DesalCo Limited (‘‘DesalCo’’), a wholly-owned subsidiary of CWCO, and the Company, DesalCo provides the Company with management, administration, ﬁnance, operations, maintenance, engineering and purchasing services, and is entitled to be reimbursed for all reasonable expenses incurred on behalf of the Company. Pursuant to a Management Services Memorandum effective January 1, 2004 between the Class B Directors who at any point in time represent Sage Water Holdings (BVI) Limited (‘‘SWHL’’), and the Company, the Class B directors provide the Company with delegated operational matters, general management of local business matters, donation, sponsorship and public relations activities, and are entitled to an annual ﬁxed fee 111 OCEAN CONVERSION (BVI) LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Related party transactions − (continued) of $60,000, adjusted annually for inﬂation, and a proﬁt sharing bonus equal to 2% of the Company’s income before depreciation, interest (income and expense), and other expenses not directly related to the operation of the Company. Pursuant to a Services Agreement effective November 30, 2012 between the Company and Sage Utilities Holdings (BVI) Limited (‘‘SUHL’’), which is related to Sage Water Holdings (BVI) Ltd. through common ownership, the Company provides SUHL with operations, maintenance, engineering, and purchasing services. The statements of operations include the following transactions with related parties: Year ended December 31, 2015 2014 2016 Revenues SUHL management fees . . . . . . . . . . . . . . . . . . . . . $303,477 $331,599 $447,965 General and administrative expenses DesalCo management fees . . . . . . . . . . . . . . . . . . . . SWHL management fees . . . . . . . . . . . . . . . . . . . . . $497,544 114,178 $611,722 $514,858 116,074 $630,932 $513,048 115,595 $628,643 The accompanying balance sheets include the following amounts associated with related parties: December 31, 2016 2015 Accounts receivable SUHL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $368,922 $351,161 Prepaid expenses and other assets DesalCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 46,452 Accounts payable and other liabilities DesalCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SWHL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53,900 8,790 $ 62,690 $ 44,977 9,251 $ 54,228 Deferred revenue SUHL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 46,452 9. Proﬁt sharing obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Opening balance Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributions paid and accrued . . . . . . . . . . . . . . . . . . . . . . . . . . . Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2016 $1,603,800 251,100 — $1,854,900 2015 $1,393,200 210,600 — $1,603,800 In 1993, the Company and its existing shareholders at that time, entered into two Share Repurchase and Proﬁt Sharing Agreements (the ‘‘Agreements’’) to repurchase 225,000 shares each from those shareholders (the ‘‘Parties’’), whose shares were issued in exchange for guarantees of the Company’s long term debt. The the Agreements were subsequently approved by special resolution at an Extraordinary Meeting of all Company’s shareholders. 112 OCEAN CONVERSION (BVI) LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. Proﬁt sharing obligation − (continued) Under the terms of the Agreements, the Company, in exchange for the above-mentioned shares, granted the Parties, proﬁt sharing rights in the Company’s proﬁts for as long as the Company remains in business as a going concern. The Agreement states that where the Company has proﬁts available for the payment of dividends and pays a dividend from there, a distribution shall be made to each of the Parties equal to 202,500 times the dividend per share received by the remaining shareholders and paid concurrently with such dividend. The factor of 202,500 shall be subject to amendment by the same proportion and at the same time as changes take place or adjustments are made in respect of the remaining shareholders. The current shareholders and an affiliate of a current shareholder have acquired these proﬁt sharing rights. The Company has recorded an obligation as of December 31, 2016 for the maximum proﬁt shares payable to the Parties if all retained earnings were to be distributed as dividends and proﬁt shares. 10. Taxation Under the terms of the water sale agreements with the Government, non-employee taxation in the British Virgin Islands. the Company is exempt from all 11. Pension plan Effective December 1, 2003, the Company established the MWM Global Retirement Plan (the ‘‘Plan’’). The Plan is a deﬁned contribution plan whereby the Company contributes 5% of each participating employee’s salary to the Plan. The total amount recognized as an expense under the plan was $11,587, $11,648, and $11,319 for the years ended December 31, 2016, 2015 and 2014, respectively. 12. Financial instruments Credit risk: Financial assets that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and intercompany loans receivable. The Company’s cash is placed with high credit quality ﬁnancial institutions. The accounts receivable are due from the Company’s sole customer, the BVI government. As a result, the Company is subject to credit risk to the extent of any non-performance by the BVI government. Interest rate risk: The Company has no long-term debt as of December 31, 2016. Fair values: As of December 31, 2016 and 2015, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values due to the short term maturities of these assets and liabilities. 13. Subsequent events On January 3, 2017, the Company declared a cash dividend of $1.50 per share to the shareholders of record on that date, amounting to total dividends and proﬁt sharing rights payable of $2,520,000. The Company has evaluated subsequent events through the date the ﬁnancial statements were issued and has determined that other than as disclosed in these consolidated ﬁnancial statements, the Company is not aware of any signiﬁcant events that occurred subsequent to the balance sheet date but prior to the ﬁling of this report that would have a material impact on its consolidated ﬁnancial statements. 113 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we ﬁle or submit under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’) is recorded, processed, summarized and reported within the time periods speciﬁed in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we ﬁle under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal ﬁnancial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the possible controls and procedures. Our management has evaluated, with the participation of our principal executive officer and principal ﬁnancial officer, the effectiveness of our disclosure controls and procedures (as such term is deﬁned in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal ﬁnancial officer, has concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at the reasonable assurance level. Internal Control Over Financial Reporting (a) Management’s Annual Report on Internal Control Over Financial Reporting MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Company management is responsible for establishing and maintaining adequate internal control over ﬁnancial reporting. Internal control over ﬁnancial reporting is a process designed by, or under the supervision of, our principal executive officer and principal ﬁnancial officer and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles in the United States of America and includes those policies and procedures that: • • • pertain to the maintenance of records that in reasonable detail accurately and fairly reﬂect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁnancial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the ﬁnancial statements. limitations, Because of inherent internal control over ﬁnancial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over ﬁnancial reporting as of December 31, 2016. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). 114 Based on our assessment, management has concluded that, as of December 31, 2016, the Company’s internal control over ﬁnancial reporting was effective at the reasonable assurance level. The Company’s independent registered public accounting ﬁrm, Marcum LLP, has issued a report on the effectiveness of report appears in ITEM 9A(b). the Company’s internal control over ﬁnancial reporting. Their (b) Attestation Report of the Independent Registered Public Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING Board of Directors and Stockholders Consolidated Water Co. Ltd. We have audited Consolidated Water Co. Ltd.’s (the ‘‘Company’’) internal control over ﬁnancial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). The Company’s management is responsible for maintaining effective internal control over ﬁnancial reporting, and for its assessment of the effectiveness of internal control over ﬁnancial reporting, included in the accompanying Management Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over ﬁnancial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over ﬁnancial reporting was maintained in all material respects. Our audit of internal control over ﬁnancial reporting included obtaining an understanding of internal control over ﬁnancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over ﬁnancial reporting is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over ﬁnancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁnancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the ﬁnancial statements. Because of the inherent limitations, internal control over ﬁnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate. In our opinion, Consolidated Water Co. Ltd. maintained, in all material aspects, effective internal control over ﬁnancial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). 115 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2016 and 2015 and the related consolidated statements of income, comprehensive income (loss), stockholders’ equity and cash ﬂows for each of the years in the three-year period ended December 31, 2016 of the Company and our report dated March 16, 2017 expressed an unqualiﬁed opinion on those ﬁnancial statements. /s/ Marcum LLP Fort Lauderdale, Florida March 16, 2017 (c) Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over ﬁnancial reporting identiﬁed in connection with the evaluation of such internal control that occurred during the Company’s last ﬁscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over ﬁnancial reporting. 116 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information required by this item with respect to our directors and the nomination process is contained in the proxy statement for our 2016 Annual Meeting of Shareholders to be ﬁled with the SEC (the ‘‘Proxy Statement’’) under the heading ‘‘Proposal 1 — Election of Group II Directors’’ and is incorporated by reference in this Annual Report. Information required by this item with respect to our executive officers is set forth in the Proxy Statement under the heading ‘‘Executive Officers.’’ contained in the Proxy Statement under Information required by this item with respect to our audit committee and our audit committee ﬁnancial expert is the heading ‘‘Proposal 1 — Election of Group II Directors — Committees of the Board of Directors — Audit Committee’’ and is incorporated by reference in this Annual Report. Information required by this item with respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy Statement under Information Regarding Executive Compensation — Section 16(a) Beneﬁcial Ownership Reporting Compliance’’ and is incorporated by reference in this Annual Report. the heading ‘‘Additional The Board of Directors has adopted a Code of Business Conduct and Ethics (the ‘‘Code’’) that applies to all of the Company’s directors, officers (including the principal executive officer, principal ﬁnancial officer and principal accounting officer) and employees. Information related to the Code is contained in the Proxy Statement under the heading ‘‘Proposal 1 — Election of Group II Directors — Governance of the Company’’ and is incorporated by reference in this Annual Report. We intend to disclose future amendments to certain provisions of the Code, or waivers of such provisions granted to executive officers and directors, on our website within four business days following the date of such amendment or waiver. ITEM 11. EXECUTIVE COMPENSATION to executive compensation and director compensation is Information required by this item with respect contained in the Proxy Statement under the headings ‘‘Compensation Discussion and Analysis’’ and ‘‘Additional Information Regarding Executive Compensation’’, respectively, and is incorporated by reference in this Annual Report. The information required by this item with respect to compensation committee interlocks and insider participation is contained in the Proxy Statement under the heading ‘‘Additional Information Regarding Executive Compensation — Compensation Committee Interlocks and Insider Participation in Compensation Decisions’’ and is incorporated by reference in this Annual Report. The compensation committee report required by this item is contained in the Proxy Statement under the heading ‘‘Compensation Discussion and Analysis — Compensation Committee Report’’ and is incorporated by reference in this Annual Report. The information required by this item with respect to compensation policies and practices as they relate to the Company’s risk management the heading ‘‘Compensation is contained in the Proxy Statement under Discussion and Analysis’’ and is incorporated by reference in this Annual Report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this item with respect to security ownership of certain beneﬁcial owners and management is contained in the Proxy Statement under the heading ‘‘Security Ownership of Certain Beneﬁcial Owners and Management and Related Shareholders Matters’’ and is incorporated by reference in this Annual Report. 117 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by this item with respect to such contractual relationships and director independence is contained in the Proxy Statement under Information Regarding Executive Compensation — Transactions With Related Persons’’ and is incorporated by reference in this Annual Report. the headings ‘‘Additional ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Information with respect to principal accounting fees and services are contained in the Proxy Statement under the heading ‘‘Proposal 4 Ratiﬁcation of the Selection of Independent Accountants — Principal Accounting Fees and Services’’ and is incorporated by reference in this Annual Report. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES 1. Financial Statements The Consolidated Water Co. Ltd. Financial statements found in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA are incorporated herein by reference. Pursuant to Rule 3-09 of Regulation S-X, when either the ﬁrst or third condition set forth in Rule 1-02(w), substituting 20 percent for 10 percent, is met by a 50 percent-or-less-owned person accounted for by the equity method separate ﬁnancial statements shall be ﬁled. The Ocean Conversion (BVI) Ltd. ﬁnancial statements found in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA are incorporated herein by reference. 2. Financial Statement Schedules None 3. Exhibits The Exhibits listed in the Exhibit Index immediately preceding the Signatures are ﬁled as part of this Annual Report on Form 10-K. 118 Number 3.1 3.2 3.3 3.4 4.1 4.2 4.3 4.4 10.1.1 10.1.2 10.1.3 10.1.4 10.1.5 10.1.6 CONSOLIDATED WATER CO. LTD. INDEX TO EXHIBITS FILED WITH 10-K Exhibit Description Amended and Restated Memorandum of Association of Consolidated Water Co. Ltd. dated May 14, 2008 (incorporated by reference to Exhibit 3.1 ﬁled as part of our Form 8-K ﬁled June 6, 2008, Commission File No. 0-25248) Amended and Restated Articles of Association of Consolidated Water Co. Ltd. dated May 10, 2006 (incorporated by reference to Exhibit 4.2 ﬁled as part of our Form F-3 ﬁled October 12, 2006, Commission File No. 333-137970) Amendment to Articles of Association of Consolidated Water Co. Ltd. dated May 11, 2007 (incorporated by reference to Exhibit 3.1 ﬁled as part of our Form 8-K ﬁled May 14, 2007, Commission File No. 0-25248) Amendment to Articles of Association of Consolidated Water Co. Ltd. dated May 26, 2009 (incorporated by reference to Exhibit 3.1 ﬁled as part of our Form 8-K ﬁled May 27, 2009, Commission File No. 0-25248) Option Deed, dated August 6, 1997, between Cayman Water Company Limited and American Stock Transfer & Trust Company (incorporated herein by reference to the exhibit ﬁled on our Form 6-K, dated August 7, 1997, Commission File No. 0-25248) Deed of Amendment of Option Deed dated August 8, 2005 (incorporated herein by reference to Exhibit 4.2 ﬁled as a part of our Form 8-K dated August 11, 2005, Commission File No. 0-25248) Second Deed of Amendment of Option Deed, dated September 27, 2005 (incorporated herein by reference to Exhibit 4.2 ﬁled as a part of our Form 8-K dated October 3, 2005, Commission File No. 0-25248) Third Deed of Amendment to Option Deed, dated May 30, 2007 (incorporated herein by reference to Exhibit 4.3 ﬁled as part of our Form 8-K ﬁled June 1, 2007, Commission File No. 0-25248) License Agreement dated July 11, 1990 between Cayman Water Company Limited and the Government of the Cayman Islands (incorporated herein by reference to the exhibit ﬁled as a part of our Form 20-F dated December 7, 1994, Commission File No. 0-25248) First Amendment to License Agreement dated September 18, 1990 between Cayman Water Company Limited and the Government of the Cayman Islands. (incorporated herein by reference to the exhibit ﬁled as a part of our Form 20-F dated December 7, 1994, Commission File No. 0-25248) Second Amendment to License Agreement dated February 14, 1991 between Cayman Water Company Limited and the Government of the Cayman Islands. (incorporated herein by reference to the exhibit ﬁled as a part of our Form 20-F dated December 7, 1994, Commission File No. 0-25248) Third Amendment to a License to Produce Potable Water dated August 15, 2001 between Consolidated Water Co. Ltd. by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.4 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2001, Commission File No. 0-25248) Fourth Amendment to a License to Produce Potable Water dated February 1, 2003 between Consolidated Water Co. Ltd. by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.5 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2002, Commission File No. 0-25248) Amendment to License Agreement dated July 20, 2010 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10 ﬁled as a part of our Form 8-K ﬁled July 23, 2010, Commission File No. 0-25248) 119 Number 10.1.7 10.1.8 10.1.9 10.1.10 10.1.11 10.1.12 10.1.13 10.1.14 10.2 10.3.1* 10.3.2* 10.3.3* 10.4* Exhibit Description Amendment to a License to Produce Potable Water dated July 11, 2012 between Cayman Water Company Limited and the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.1 ﬁled as a part of our Form 10-Q for the second quarter ended June 30, 2012, Commission File No. 0-25248) Amendment to License Agreement dated December 31, 2012 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1 ﬁled as a part of our Form 8-K ﬁled March 4, 2013, Commission File No. 0-25248) to License Agreement dated April 24, 2013 between the Government of the Amendment Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.9 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2013, Commission File No. 0-25248) Amendment to License Agreement dated November 6, 2013 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.10 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2013, Commission File No. 0-25248) to License Agreement dated June 30, 2014 between the Government of the Amendment Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1 to our Form 8-K ﬁled July 14, 2014, Commission File No. 0-25248) Amendment to License Agreement dated January 20, 2015 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.12 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2014, Commission File No. 0-25248) Amendment to License Agreement dated August 5, 2015 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.13 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2015, Commission File No. 0-25248) Amendment to License Agreement dated April 11, 2016 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated by reference to Exhibit 10.1 ﬁlled as part of our Form 10-Q for the ﬁscal quarter ended June 30, 2016, Commission File No. 0-25248) Water Supply Agreement dated December 18, 2000 between Consolidated Water Co. Ltd. and South Bimini International Ltd. (incorporated herein by reference to Exhibit 10.2 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2000, Commission File No. 0-25248) Employment contract dated December 5, 2003 between Frederick McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.18 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2003, Commission File No. 0-25248) Amendment of Engagement Agreement dated September 14, 2007 between Frederick W. McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.2 to our Form 8-K ﬁled September 19, 2007, Commission File No. 0-25248) Third Amendment of Engagement Agreement dated September 9, 2009 between Frederick W. McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K ﬁled September 9, 2009, Commission File No. 0-25248) Engagement Agreement dated January 15, 2008 between David Sasnett and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 ﬁled as part of our Form 8-K ﬁled January 22, 2008, Commission File No. 0-25248) 120 Number 10.5* 10.6* 10.7* 10.8 10.9* 10.10* 10.11* 10.12 10.13 10.14 10.15 10.16.1 10.16.2 10.16.3 10.16.4 Exhibit Description Employment contract dated January 14, 2008 between Ramjeet Jerrybandan and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.11 ﬁled as part of our Form 10-K for the ﬁscal year ended December 31, 2008, Commission File No. 0-25248) Employment contract dated January 16, 2008 between Gerard Pereira and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.12 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2008, Commission File No. 0-25248) Engagement Agreement dated July 12, 2011 between John Tonner and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 ﬁled as a part of our Form 8-K ﬁled August 5, 2011, Commission File No. 0-25248). Specimen Service Agreement between Cayman Water Company Limited and consumers (incorporated herein by reference to the exhibit ﬁled as part of our Registration Statement on Form F-1 dated March 26, 1996) Summary Share Grant Plan for Directors (incorporated herein by reference to Exhibit 10.24 ﬁled as part of our Registration Statement on Form F-2 dated May 17, 2000, Commission File No. 333-35356) Employee Share Option Plan (incorporated herein by reference to Exhibit 10.26 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2001, Commission File No. 0-25248) 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 ﬁlled as part of our Form 10-Q for the ﬁscal quarter ended September 30, 2008, Commission File No. 0-25248) Agreement dated February 1, 2002 between Consolidated Water Co. Ltd. and Cayman Hotel and Golf Inc. (incorporated herein by reference to Exhibit 10.31 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2001, Commission File No. 0-25248) Lease dated December 10, 2001 between Cayman Hotel and Golf Inc. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.52 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2001, Commission File No. 0-25248) Amended Lease dated April 27, 1993 signed January 2, 2004 between Government of Belize and Belize Water Limited (incorporated herein by reference to Exhibit 10.36 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2003, Commission File No. 0-25248) Loan Agreement dated February 7, 2003 between Consolidated Water Co. Ltd. and Scotiabank (Cayman Islands) Ltd. (incorporated herein by reference to Exhibit 10.1 ﬁled as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) Loan Agreement dated May 25, 2005 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 99.1 ﬁled as a part of our Form 8-K dated June 1, 2005, Commission File No. 0-25248) Debenture Agreement dated August 24, 2007 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.31.2 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2009, Commission File No. 0-25248) Amending Debenture Agreement dated March 14, 2008 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.31.3 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2009, Commission File No. 0-25248) Second Amending Debenture Agreement dated February 18, 2009 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.31.4 ﬁled as a part of our Form 10-K in the ﬁscal year ended December 31, 2009, Commission File No. 0-25248) 121 Number 10.16.5 10.16.6 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29.1† Exhibit Description Amending Loan Agreement dated August 20, 2009 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. (incorporated herein by reference to Exhibit 10.31.5 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2009, Commission File No. 0-25248) Amending Loan Agreement dated February 10, 2010 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. (incorporated herein by reference to Exhibit 10.31.6 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2009, Commission File No. 0-25248) Trust Deed dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.1 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Subscription Agreement dated August 4, 2006 between Consolidated Water Co. Ltd. and Scotiatrust and Merchant Bank Trinidad & Tobago Limited (incorporated herein by reference to Exhibit 10.2 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Deed of Second Debenture dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.5 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Deed of Second Collateral Debenture dated August 4, 2006 between Cayman Water Company Limited and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.6 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Equitable Charge of Shares dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.7 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Intercreditor Deed dated August 4, 2006 among Scotiabank & Trust (Cayman) Ltd., Dextra Bank & Trust Co. Ltd., Consolidated Water Co. Ltd. and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.8 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Cayman Islands Collateral Charge, West Bay Beach South Property, Block 12D, Parcel 79REM1/2 (incorporated herein by reference to Exhibit 10.9 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Cayman Islands Collateral Charge, West Bay Beach North, Block 11D, Parcel 40 (incorporated herein by reference to Exhibit 10.10 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Cayman Islands Collateral Charge, West Bay Beach North, Block 11D, Parcel 8 (incorporated herein by reference to Exhibit 10.11 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Cayman Islands Collateral Charge, West Bay North East, Block 9A, Parcel 8 (incorporated herein by reference to Exhibit 10.12 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Cayman Islands Collateral Charge, West Bay North East, Block 9A, Parcel 469 (incorporated herein by reference to Exhibit 10.13 ﬁled as a part of our Form 8-K ﬁled August 9, 2006, File No. 0-25248) Loan Agreement dated as of October 4, 2006, by and between Royal Bank of Canada and Consolidated Water (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.1 ﬁled as a part of our Form 8-K ﬁled October 6, 2006, File No. 0-25248) Form of Agreement for Desalinated Water Supply dated May 2005 among Water and Sewerage Corporation, Consolidated Water Co. Ltd. and Consolidated Water (Bahamas) Limited (incorporated herein by reference to Exhibit 10.1 ﬁled as a part of our Form 8-K ﬁled February 4, 2011, File No. 0-25248) 122 Number 10.29.2† 10.29.3† 10.30.1 10.30.2 10.30.3 10.30.4 10.31 10.32 21.1** 23.1** 23.2** 31.1** 31.2** 32.1** 32.2** Exhibit Description Letter of Acceptance dated January 25, 2011 (effective January 31, 2011) between Water and Sewerage Corporation and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.2 ﬁled as a part of our Form 8-K ﬁled February 4, 2011, File No. 0-25248) Proposal letter dated December 8, 2010 addressed to the Water and Sewerage Corporation (incorporated herein by reference to Exhibit 10.3 ﬁled as a part of our Form 8-K ﬁled February 4, 2011, File No. 0-25248) N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.1 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2013, Commission File No. 0-25248) Appendix to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.2 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2013, Commission File No. 0-25248) Exhibit Index to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.3 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2013, Commission File No. 0-25248) Exhibits to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.4 ﬁled as a part of our Form 10-K for the ﬁscal year ended December 31, 2013, Commission File No. 0-25248) Stock Purchase Agreement dated February 11, 2016 among Consolidated Water U.S. Holdings, Inc., Aerex Industries, Inc. and Thomas Donnick, Jr. (incorporated herein by reference to Exhibit 10.1 ﬁled as a part of our Form 8-K ﬁled February 16, 2016, File No. 0-25248) Public-Private Partnership Contract dated August 22, 2016 among Aguas de Rosarito S.A.P.I. de C.V., the State Water Commission of Baja California, the Government of Baja California represented by the Secretary of Planning and Finance, and the Public Utilities Commission of Tijuana. (incorporated herein by reference to Exhibit 10.1 to be ﬁled as a part of our amendment to Form 8-K ﬁled August 26, 2016, File No. 0-25248) Subsidiaries of the Registrant Consent of Marcum LLP — Consolidated Water Co. Ltd. Consent of Marcum LLP — Ocean Conversion (BVI) Ltd. Certiﬁcation by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certiﬁcation by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certiﬁcation by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 Certiﬁcation by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 101.INS** XBRL Instance Document 101.SCH** XBRL Taxonomy Schema 101.CAL** XBRL Taxonomy Calculation Linkbase 101.DEF** XBRL Taxonomy Deﬁnition Linkbase 101.LAB** XBRL Taxonomy Label Linkbase 101.PRE** XBRL Taxonomy Presentation Linkbase Indicates a management contract or compensatory plan. * ** Filed herewith. † Portions of these Exhibits have been omitted pursuant to a request for conﬁdential treatment. 123 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES CONSOLIDATED WATER CO. LTD. By: /s/ Wilmer F. Pergande Wilmer F. Pergande Chairman of the Board of Directors Dated: March 16, 2017 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date By: /s/ Wilmer F. Pergande Wilmer F. Pergande Chairman of the Board of Directors March 16, 2017 By: /s/ Frederick W. McTaggart Frederick W. McTaggart Director, Chief Executive Officer and President (Principal Executive Officer) March 16, 2017 By: /s/ David W. Sasnett David W. Sasnett By: /s/ Brian E. Butler Brian E. Butler By: /s/ Carson K. Ebanks Carson K. Ebanks By: /s/ Richard L. Finlay Richard L. Finlay By: /s/ Clarence B. Flowers, Jr. Clarence B. Flowers, Jr. By: /s/ Leonard J. Sokolow Leonard J. Sokolow By: /s/ Raymond Whittaker Raymond Whittaker Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) March 16, 2017 March 16, 2017 March 16, 2017 March 16, 2017 March 16, 2017 March 16, 2017 March 16, 2017 Director Director Director Director Director Director 124 EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 In connection with the Form 10-K of Consolidated Water Co. Ltd. for the ﬁscal year ended December 31, 2016, as ﬁled with the Securities and Exchange Commission on the date hereof, I, Frederick W. McTaggart, certify, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, that: 1. I have reviewed the Form 10-K of Consolidated Water Co. Ltd. December 31, 2016; for the ﬁscal year ended 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial information included in this report, fairly present in all material respects the ﬁnancial condition, results of operations and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporting (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over ﬁnancial reporting, or caused such internal control over to provide reasonable assurance ﬁnancial reporting to be designed under our supervision, regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over ﬁnancial reporting that occurred during the registrant’s most recent ﬁscal quarter (the registrant’s fourth ﬁscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over ﬁnancial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over ﬁnancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All signiﬁcant deﬁciencies and material weaknesses in the design or operation of internal control over ﬁnancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report ﬁnancial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant’s internal control over ﬁnancial reporting. Date: March 16, 2017 By: Name: Title: /s/ Frederick W. McTaggart Frederick W. McTaggart Chief Executive Officer (Principal Executive Officer) EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 In connection with the Form 10-K of Consolidated Water Co. Ltd. for the ﬁscal year ended December 31, 2016, as ﬁled with the Securities and Exchange Commission on the date hereof, I, David W. Sasnett, certify, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, that: 1. I have reviewed the Form 10-K of Consolidated Water Co. Ltd. December 31, 2016; for the ﬁscal year ended 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial information included in this report, fairly present in all material respects the ﬁnancial condition, results of operations and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporting (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over ﬁnancial reporting, or caused such internal control over to provide reasonable assurance ﬁnancial reporting to be designed under our supervision, regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over ﬁnancial reporting that occurred during the registrant’s most recent ﬁscal quarter (the registrant’s fourth ﬁscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over ﬁnancial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over ﬁnancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All signiﬁcant deﬁciencies and material weaknesses in the design or operation of internal control over ﬁnancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report ﬁnancial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant’s internal control over ﬁnancial reporting. Date: March 16, 2017 By: /s/ David W. Sasnett Name: David W. Sasnett Title: Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.1 In connection with the Form 10-K of Consolidated Water Co. Ltd. for the year ended December 31, 2016 as ﬁled with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), I, Frederick W. McTaggart, certify, pursuant the Sarbanes-Oxley Act of 2002, that: to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the ﬁnancial condition and result of operations of the Company. Date: March 16, 2017 By: /s/ Frederick W. McTaggart Name: Frederick W. McTaggart Chief Executive Officer Title: (Principal Executive Officer) EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Form 10-K of Consolidated Water Co. Ltd. for the year ended December 31, 2016 as ﬁled with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), I, David W. Sasnett, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the ﬁnancial condition and result of operations of the Company. Date: March 16, 2017 By: /s/ David W. Sasnett Name: David W. Sasnett Title: Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) CORPORATE INFORMATION Board of Directors Wilmer F. Pergande Independent Consultant WF Pergande Consulting LLC Chairman of the Board Consolidated Water Co. Ltd. Frederick W. McTaggart (cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:429)(cid:70)(cid:72)(cid:85) Consolidated Water Co. Ltd. Richard L. Finlay Attorney-at-Law and Notary Public Cayman Islands Clarence B. Flowers, Jr. Real Estate Developer Orchid Development Company Ltd. Director C.L. Flowers & Sons Brian E. Butler Property Developer Butler Development Group Leonard J. Sokolow CEO and President Newbridge Financial, Inc. Carson K. Ebanks, MBE, JP Retired Permanent Secretary of Finance Tourism and Development Cayman Islands Government Raymond Whittaker Principal FCM, Ltd. INDEPENDENT ACCOUNTANTS Marcum LLP 450 East Las Olas Boulevard, Suite 950 Ft. Lauderdale, FL 33301 USA LEGAL COUNSEL Duane Morris LLP 200 South Biscayne Boulevard, Suite 3400 Miami, FL 33131 USA PRINCIPAL BANKERS Scotiabank & Trust (Cayman) Ltd. P.O. Box 689 Grand Cayman, KY1-1107 Cayman Islands Fidelity Merchant Bank & Trust Limited 51 Frederick Street P.O. Box CB-12337 Nassau, The Bahamas (cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:50)(cid:73)(cid:429)(cid:70)(cid:72)(cid:85)(cid:86) Frederick W. McTaggart (cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:429)(cid:70)(cid:72)(cid:85) Armando V. Averhoff Vice President of Information Technology David W. Sasnett Executive Vice President and (cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:429)(cid:70)(cid:72)(cid:85) John B. Tonner Executive Vice President and (cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:72)(cid:85)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:429)(cid:70)(cid:72)(cid:85) Ramjeet Jerrybandan Executive Vice President of Operations Brent A. Brodie Vice President of Sales and Marketing Gregory S. McTaggart Vice President of Cayman Operations Robert B. Morrison Vice President of Procurement & Logistics Douglas R. Vizzini Vice President of Finance Transfer Agents & Registrar American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11219 REGISTERED AND PRINCIPAL OFFICE Consolidated Water Co. Ltd. (cid:53)(cid:72)(cid:74)(cid:68)(cid:87)(cid:87)(cid:68)(cid:3)(cid:50)(cid:73)(cid:429)(cid:70)(cid:72)(cid:3)(cid:51)(cid:68)(cid:85)(cid:78) Windward Three, 4th Floor West Bay Road P.O. Box 1114 Grand Cayman, KY1-1102 Cayman Islands TEL: (345) 945-4277 FAX: (345) 949-2957 EMAIL: info@cwco.com www.cwco.com STOCK EXCHANGE LISTING The Company’s common shares trade on the NASDAQ Global Select Market. The trading symbol is “CWCO.” “The Nasdaq Stock Market, Inc.” or “NASDAQ” is a highly regulated electronic securities market comprising of competing Market Makers whose trading is supported by a communications network linking them to quotation dissemination, trade reporting, and execution systems. FORMS 10-Q AND 10-K (cid:55)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:429)(cid:79)(cid:72)(cid:86)(cid:3)(cid:52)(cid:88)(cid:68)(cid:85)(cid:87)(cid:72)(cid:85)(cid:79)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:36)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79) Reports with the U.S. Securities and Exchange Commission on Form 10-Q and 10-K, pursuant to the Securities Exchange Act of 1934. A copy of these reports may be obtained by calling or writing to the (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:393)(cid:86)(cid:3)(cid:83)(cid:85)(cid:76)(cid:81)(cid:70)(cid:76)(cid:83)(cid:68)(cid:79)(cid:3)(cid:82)(cid:73)(cid:429)(cid:70)(cid:72)(cid:86)(cid:3)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3) address shown on overleaf, attention: Investor Relations Department, or alternatively online at the SEC website www.sec.gov. Consolidated Water Co. Ltd. (cid:90)(cid:286)(cid:336)(cid:258)(cid:425)(cid:258)(cid:3)(cid:75)(cid:312)(cid:272)(cid:286)(cid:3)(cid:87)(cid:258)(cid:396)(cid:364) (cid:116)(cid:349)(cid:374)(cid:282)(cid:449)(cid:258)(cid:396)(cid:282)(cid:3)(cid:100)(cid:346)(cid:396)(cid:286)(cid:286)(cid:853)(cid:3)(cid:1008)(cid:410)(cid:346)(cid:3)(cid:38)(cid:367)(cid:381)(cid:381)(cid:396) (cid:116)(cid:286)(cid:400)(cid:410)(cid:3)(cid:17)(cid:258)(cid:455)(cid:3)(cid:90)(cid:381)(cid:258)(cid:282) (cid:87)(cid:856)(cid:75)(cid:856)(cid:3)(cid:17)(cid:381)(cid:454)(cid:3)(cid:1005)(cid:1005)(cid:1005)(cid:1008) (cid:39)(cid:396)(cid:258)(cid:374)(cid:282)(cid:3)(cid:18)(cid:258)(cid:455)(cid:373)(cid:258)(cid:374)(cid:853)(cid:3)(cid:60)(cid:122)(cid:1005)(cid:882)(cid:1005)(cid:1005)(cid:1004)(cid:1006) (cid:18)(cid:258)(cid:455)(cid:373)(cid:258)(cid:374)(cid:3)(cid:47)(cid:400)(cid:367)(cid:258)(cid:374)(cid:282)(cid:400) WWW.CWCO.COM

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