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Consolidated Water Co. Ltd.

For the period ended Mar 31, 2026. Filed May 11, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

CWCO$27.22+2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001104659-25-109130

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001104659-26-058704

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 162 previous paragraphs and 112 current paragraphs.

51 unchanged; 35 reworded; 25 added; 69 removed; 7 previous and 1 current paragraphs rearranged.

Tables are not compared: 12 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

The retail segment generated $3,955,540 in income from operations for 2026 as compared to $4,946,443 for 2025.

Current report

Revenue generated by retail water operations decreased to $8,577,058 in 2026 from $9,411,342 in 2025 due to a 10.2% decrease in the volume of water sold. The decrease in the volume of water sold in 2026 as compared to 2025 is attributable to significantly greater rainfall on Grand Cayman in 2026, as 2025 rainfall was well below historical norms.

Current report

Bulk segment revenue was $8,744,769 and $8,411,716 for 2026 and 2025, respectively. The slight increase in revenue for 2026 is attributable principally to revenue earned by CW-Bahamas on the contract for its new plant on Cat Island.

Current report

Gross profit for our bulk segment was relatively consistent at $3,008,783 (34% of bulk revenue) for 2026 and $2,827,627 (34% of bulk revenue) for 2025.

Current report

OC-Cayman’s agreements with the WAC for their North Sound and North Side Water Works plants expire on July 1, 2026. We believe we will receive an extension of these agreements for sufficient time to allow the WAC to complete a formal tender process for the granting of new long-term agreements for these plants.

Current report

The services segment generated $1,057,741 in income from operations for 2026 as compared to a loss from operations of ($180,488) for 2025.

Current report

Services segment revenue increased to $11,251,344 for 2026 from $10,078,268 for 2025. Construction revenue remained relatively consistent at $2,101,137 for 2026 as compared to $2,218,230 for 2025. Revenue generated under operations and maintenance (“O&M”) contracts increased to $8,888,458 in 2026 as compared to $7,725,298 in 2025. One of PERC’s significant O&M contracts expired at the end of March 2026. However, prior to this contract’s expiration the customer contracted for certain additional construction work and maintenance services that were completed in 2026. These additional services amounted to $494,332 of the increase in O&M revenue from 2025 to 2026. We recognized approximately $2,540,432 and $1,035,547 in revenue and gross profit, respectively, under this contract in 2026 and approximately $1,032,060 and $213,597 in revenue and gross profit, respectively, under this contract in 2025. The

Current report

remainder of the increase in O&M revenue was attributable to a new contract obtained by PERC for a municipal customer in California. Design and consulting revenue increased to $261,749 for 2026 from $134,740 for 2025.

Current report

G&A expenses for the services segment decreased to $1,785,996 for 2026 as compared to $2,195,338 for 2025 primarily due to a decrease in the provision for credit losses.

Current report

In June 2023, we (through our subsidiary Kalaeloa Desalco) executed a contract with the Honolulu Board of Water Supply (“BWS”) to construct and operate a 1.7 million gallons per day seawater reverse osmosis desalination plant in Oahu, Hawaii, and since that time we have been engaged in the design and development phase for construction of the plant. We have achieved major project milestones under this phase of the project, (i) including successful pilot plant testing, (ii) receipt of confirmation from BWS that we are able to produce water that is a “reasonable match” to the quality of BWS’s current water supply and that we are able to produce water that causes “no detrimental impact” to the BWS water system or their customers’ assets, and (iii) completion of the plant design.

Current report

We are required to obtain federal, state, regional and local permits, licenses and other government approvals as a condition to commencing and completing construction and initiating operations. The permitting process for a project of this scale and complexity is inherently iterative and subject to review by multiple regulatory authorities, public comment procedures and, in certain instances, interagency coordination. During the year ended December 31, 2025, and continuing through the time of the filing of this Quarterly Report on Form 10-Q, we and BWS have experienced delays in obtaining certain required permits and related governmental approvals. These delays have resulted in a corresponding deferral of certain project milestones and a delay in the commencement of plant construction.

Current report

Pursuant to the terms of the contract, we are entitled to extensions of time for performance should delays arise from the failure to obtain required permits or other governmental approvals, provided that we have satisfied certain contractually specified conditions, including the exercise of all reasonable efforts to obtain such permits or other governmental approvals. We believe that we have complied in all material respects with the contractual prerequisites necessary to obtain relief in respect of such delays. BWS has granted change orders to Kalaeloa Desalco to reflect the impact of delays in the project schedule. However, Kalaeloa Desalco may require additional change orders from BWS for pending governmental approvals to further extend the completion date of the plant construction and until such formal change orders, amendments or written confirmations are executed, there can be no assurance as to the timing, scope or terms of any such extensions, or if such extensions will be granted at all.

Current report

The ultimate duration and economic burden of the permitting process remain subject to factors outside of our control, including the workload and resource constraints of applicable regulatory authorities, the timing and outcome of required public processes, the resolution of technical comments or requests for supplemental information and the potential for administrative or judicial challenges. To the extent that Kalaeloa Desalco does not receive the anticipated extensions of time, or if the extensions granted are insufficient to accommodate the full period of delay, Kalaeloa Desalco could be exposed to contractual remedies available to the BWS, which may include the assessment of liquidated damages, the withholding of milestone payments, or termination of the contract.

Current report

At the time of the filing of this Quarterly Report on Form 10-Q, Kalaeloa Desalco is continuing to advance the permitting process, respond to regulatory inquiries and coordinate with the BWS to mitigate project schedule impacts. Kalaeloa Desalco also is evaluating potential adjustments to sequencing and procurement activities designed to reduce the effect of the delays on the overall project economics. Although we do not currently expect the permitting delays to result in a material adverse effect on our consolidated financial position, the deferral of construction activities has shifted anticipated revenue recognition and associated cash flows related to the Hawaii desalination plant project into future periods. We will continue to assess the impact of these developments on our estimates of total project costs, timing of performance obligations and variable consideration, and will update our disclosures as appropriate in future periodic or current reports.

Current report

The manufacturing segment incurred a loss from operations of ($337,767) in 2026 as compared to generating $1,092,912 in income from operations in 2025.

Current report

Manufacturing revenue decreased to $1,400,529 for 2026, as compared to $5,814,059 for 2025. The decrease in manufacturing revenue for 2026 resulted from a decrease in the total dollar amount of new purchase orders and, to a lesser extent, the timing of the receipt and the commencement of work on these new orders. We believe, based on current projections, that manufacturing revenue for the full 2026 fiscal year will be less than the manufacturing revenue generated for the 2025 fiscal year.

Current report

Manufacturing gross profit decreased to $148,141 (11% of manufacturing revenue) for 2026 as compared to $1,756,990 (30% of manufacturing revenue) for 2025 due to the decrease in revenue.

Current report

G&A expenses for the manufacturing segment decreased to $485,908 for 2026 as compared to $664,078 for 2025 due primarily to a decrease in the provision for credit losses.

Current report

Accounts receivable increased by approximately $3.5 million primarily due to the $3.2 million increase in CW-Bahamas’ accounts receivable.

Current report

Contract assets decreased by approximately $2.0 million primarily due to a $1.1 million decrease in Aerex’s contract assets arising from reduced production activity and an $870,000 decrease in PERC’s contract assets.

Current report

Property, plant and equipment, net, increased by approximately $1.6 million primarily due to a transfer from construction in progress upon the completion of one of the CW-Bahamas’ Cat Island plants.

Current report

Construction in progress decreased by approximately $1.6 million, primarily due to the transfer for the Cat Island plant.
Removed paragraphs (69)

Previous report

In 2020, approximately 80% of Aerex’s revenue, and 89% of Aerex’s gross profit were generated from sales to one customer. While Aerex sells various products to this customer, Aerex’s revenue from this customer had historically been derived primarily from one specialized product. In October 2020, this customer informed Aerex that, for inventory management purposes, it was suspending its purchases of the specialized product from Aerex following 2020 for a period of approximately one year. This customer informed Aerex at that time that it expected to recommence its purchases of the specialized product from Aerex beginning with the first quarter of 2022. As a result of this anticipated loss of revenue for Aerex, we updated our projections for our manufacturing reporting unit’s future cash flows. Such projections assumed, in part, that Aerex’s major customer would recommence its purchases from Aerex in 2022 but at a reduced aggregate amount, as compared to 2020. Based upon these updated projections, we tested our manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020 using the discounted cash flow and guideline public company methods, with a weighting of 80% and 20% applied to these two methods, respectively. As a result of these impairment tests, we determined that the estimated fair value of our manufacturing reporting unit exceeded its carrying value by approximately 31% as of December 31, 2020.

Previous report

On June 29, 2020, our Mexico subsidiary, AdR, received a letter from the State of Baja California (the “State”) terminating AdR’s contract with the State involving the construction and operation of a desalination plant in Rosarito California and accompanying aqueduct to deliver the water produced by this plant to the Mexican public water system. As a result of the cancellation of this contract, we recorded an impairment loss for rights of way acquired for the contract’s proposed aqueduct of approximately ($3.0 million) in 2020.

Previous report

In 2010, we began the pursuit, through our Netherlands subsidiary, Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), and our Mexico subsidiary, N.S.C. Agua, S.A. de C.V. (“NSC”), of a project (the “Project”) that encompassed the construction, operation and minority ownership of a 100 million gallons per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipeline to deliver water to the Mexican potable water system.

Previous report

Through a series of transactions that began in 2012, NSC purchased 20.1 hectares of land for approximately $21.1 million on which the proposed Project’s plant was to be constructed.

Previous report

In November 2015, the State of Baja California (the “State”) officially commenced a public tender for the Project, and in June 2016 a consortium comprised of NSC and two other parties was selected by the State as the winner of the tender process for the Project. NSC subsequently formed AdR to pursue the completion of the Project.

Previous report

On August 22, 2016, the Public Private Partnership Agreement for the Project (the “APP Contract”) was executed between AdR, the State Water Commission of Baja California (“CEA”), the Government of Baja California as represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract required AdR to design, construct, finance and operate a seawater reverse osmosis desalination plant (and accompanying aqueduct) with a capacity of up to 100 million gallons per day in two phases: the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican potable water system in Tijuana, Baja California and the second phase with a capacity of 50 million gallons per day. The first phase was to be operational within 36 months of commencing construction and the second phase was to be operational by July 2024. The APP Contract further required AdR to operate and maintain the plant and aqueduct for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, ownership of the plant and aqueduct would have been transferred to CEA.

Previous report

On June 29, 2020, AdR received a letter (the “Letter”) from CEA and CESPT terminating the APP Contract. The Letter requested that AdR provide an inventory of the assets that comprised the “Project Works” (as defined in the APP Contract) for the purpose of acknowledging and paying the non-recoverable expenses made by AdR in connection with the Project, with such reimbursement to be calculated in accordance with the terms of the APP Contract. On August 28, 2020, AdR submitted their list of non-recoverable expenses, including those of NSC, to CEA and CESPT which was comprised of 51,144,525 United States dollars and an additional 137,333,114 Mexican pesos.

Previous report

CW-Cooperatief, as a Netherlands company, had certain rights relating to its investments in NSC and AdR under theAgreement on Promotion, Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and the United Mexican Statesentered into force as of October 1, 1999 (the “Treaty”). On April 16, 2021, CW-Cooperatief submitted a letter to the President of Mexico and other Mexican federal government officials alleging that the State’s termination of the APP Contract constituted a breach by Mexico of its international obligations under the Treaty, entitling CW-Cooperatief to full reparation, including monetary damages. This letter invited Mexico to seek a resolution of this investment dispute through consultation and negotiation but stated that if the dispute could not be resolved in this manner, CW-Cooperatief would refer the dispute to the International Centre for the Settlement of International Disputes for arbitration, as provided for in the Treaty.

Previous report

In February 2022, CW-Cooperatief, filed a Request for Arbitration with the International Centre for Settlement of International Disputes requesting that the United Mexican States pay CW-Cooperatief damages in excess of US$51 million plus MXN$137 million (with the exact amount to be quantified in the proceedings), plus fees, costs and pre- and post-award interest.

Previous report

In May 2024, we, through CW-Cooperatief, NSC, and AdR, entered into a settlement agreement (the “Settlement Agreement”) with the State and Banco Nacional de Obras y Servicios Públicos, S.N.C., as trustee under the trust agreement for the trust named Fondo Nacional de Infraestructura (the “Trust”). Under the Settlement Agreement, CW-Cooperatief requested that ICSID discontinue the arbitration and on May 31, 2024, ICSID issued an order discontinuing the arbitration. Pursuant to the Settlement Agreement, the Trust purchased the 20.1 hectares of land on which the Project’s plant was to be constructed, including related rights of way (the “Land”), on an “as-is” basis, from NSC for MXN$596,144,000. The sale of the Land to the Trust was closed on June 14, 2024 at which time the MXN$596,144,000 was paid to us and converted at the prevailing exchange rate on that date into US$31,959,685.

Previous report

In connection with the Settlement Agreement on June 14, 2024, the State also paid NSC MXN$20,000,000 to purchase certain documentation owned by NSC relating to the Project.

Previous report

As a result of the Settlement Agreement: (i) the parties have been released from all obligations owed to each other in connection with the APP Contract and the arbitration; and (ii) no party to the Settlement Agreement may institute any legal proceedings against another party thereto with respect to the matters which have been addressed by the Settlement Agreement.

Previous report

We are presently in the process of legally terminating/dissolving CW-Cooperatief, NSC and AdR and will continue to incur expenses for these subsidiaries until such processes are completed.

Previous report

The retail segment generated $3,377,580 in income from operations for 2025 as compared to $3,200,441 for 2024.

Previous report

Revenue generated by retail water operations increased to $7,770,344 in 2025 from $7,585,992 in 2024 due to a 6% increase in the volume of water sold. We believe significantly lower rainfall in 2025 on Grand Cayman as compared to 2024 and an increase in total number of customer service connections were the principal reasons for the increase in the volume of water sold in 2025. The impact of greater volume sales on retail revenue for 2025 was partially offset by a decrease in energy costs in 2025 from 2024 that decreased the energy pass-through component of Cayman Water’s rates.

Previous report

As a result of the revenue increase, retail segment gross profit increased in both total dollars and as a percentage of revenue to $4,323,082 (56% of retail revenue) for 2025 from $3,979,048 (52% of retail revenue) for 2024.

Previous report

Retail G&A expenses increased to $952,102 for 2025 compared to $787,403 for 2024 principally due to incremental information technology expenses resulting from the ongoing implementation of a new utility billing system and an increase in employee costs attributable to salary increases.

Previous report

The bulk segment generated $2,642,709 and $2,416,646 in income from operations for 2025 and 2024, respectively.

Previous report

Bulk segment revenue was $8,394,614 and $8,767,168 for 2025 and 2024, respectively. The decrease in bulk revenue from 2024 to 2025 resulted from lower diesel fuel prices, which decreased the pass-through energy component of CW-Bahamas’ rates.

Previous report

Gross profit for our bulk segment increased to $2,910,001 (35% of bulk revenue) for 2025 as compared to $2,797,876 (32% of bulk revenue) for 2024 due to improved plant efficiency and reductions in various operating expenses.

Previous report

Bulk segment G&A expenses decreased to $267,292 for 2025 as compared to $381,230 for 2024 due to a decrease in the provision for credit losses of approximately $122,000.

Previous report

The services segment generated $1,911,730 and $1,798,667 in income from operations for 2025 and 2024, respectively.

Previous report

Services segment revenue increased to $14,289,315 for 2025 from $12,677,837 for 2024. Construction revenue increased to $6,360,333 as compared to $4,251,237. Revenue generated under operations and maintenance contracts increased to $7,715,000 for 2025 as compared to $7,492,121 for 2024 primarily due to the amendment, effective June 2025, of an operating and maintenance contract for a US federal client which increased the scope of services we provide (and thus increased the fees we charge) under that contract. Design and consulting revenue decreased to $213,982 in 2025 from $934,479 in 2024 due to the completion in the fourth quarter of 2024 of a contract for a major plant commissioning and startup project.

Previous report

We have been informed by one of our significant operations and maintenance customers that it is unlikely such customer will extend its existing contract with PERC beyond the current expiration date of this contract in March 2026. We recognized approximately $1.4 million and $474,000 in revenue and gross profit, respectively, under this contract for 2025.

Previous report

G&A expenses for the services segment increased to $1,955,186 for 2025 as compared to $1,469,845 for 2024 primarily due to incremental employee costs of $318,518 attributable to new hires and salary increases.

Previous report

Manufacturing revenue increased to $4,664,433 from $4,359,560 for 2025 and 2024, respectively, due to increased production activity.

Previous report

Manufacturing gross profit was $1,868,405 (40% of manufacturing revenue) for 2025 as compared to a gross profit of $1,589,222 (36% of manufacturing revenue) for 2024. The increase in manufacturing gross profit in dollars and as a percentage of revenue results from production efficiencies and a higher margin product mix.

Previous report

G&A expenses for the manufacturing segment decreased to $459,038 for 2025 as compared to $745,418 for 2024 due to a decrease in the provision for credit losses of $184,000.

Previous report

Nine Months Ended September 30, 2025 Compared to Nine Months Ended****September 30, 2024

Previous report

As discussed previously, on June 30, 2020 the State of Baja California cancelled its APP Contract with AdR for the Project. As a result of the cancellation of the Project, we discontinued all development activities associated with the Project, commenced marketing efforts to sell the land NSC purchased for the Project, and initiated international arbitration against the Government of Mexico to recover the costs we had incurred for the Project. In May 2024, we executed a Settlement Agreement with the State pursuant to which we discontinued the arbitration in exchange for the purchase by the State (i) of the land for the Project for MXN$596,144,000; and (ii) certain documentation for the Project for MXN$20,000,000. We received the proceeds from the sale of the land and documentation in June 2024.

Previous report

We are presently in the process of legally terminating/dissolving CW-Cooperatief, NSC and AdR and will continue to incur expenses for these subsidiaries until such processes are completed.

Previous report

Our net loss from discontinued operations for the nine months ended September 30, 2025 was ($252,857). We generated net income from discontinued operations of $10,637,926 for the nine months ended September 30, 2024 as a result of the gain generated from the sale of the Project land and documentation under the Settlement Agreement.

Previous report

Revenue for 2025 decreased to $102,425,170 from $105,559,105 in 2024. Increases in revenue for the retail and manufacturing segments were more than offset by a significant decrease in the services segment revenue. Gross profit for 2025 was $38,084,181 (37% of total revenue) as compared to $37,132,895 (35% of total revenue) for 2024. For further discussion of revenue and gross profit see the “Results by Segment” discussion and analysis that follows.

Previous report

G&A expenses on a consolidated basis increased to $22,522,919 for 2025 as compared to $20,126,292 for 2024. The increase in G&A expenses for 2025 arises principally from (i) incremental legal, consulting and other professional fees of approximately $642,000; (ii) added employee costs of approximately $1.2 million attributable to new hires, salary

Previous report

increases and (iii) incremental information technology expenses of almost $240,000 resulting from the ongoing implementation of a new utility billing system for the retail segment.

Previous report

Other income, net, increased to $2,320,300 for 2025 as compared to $1,560,650 for 2024 primarily due to approximately $669,000 of additional interest income earned on higher balances of interest earning assets.

Showing the first 40 of 69 passages. Open the source sections for the rest.

Reworded paragraphs (35)

Previous wording

For 2024, we elected to assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment testing we have conducted in prior years for our reporting units. We assessed the relevant events and circumstances to evaluate whether it is more likely than not that the fair values of such reporting units are less than their carrying values. The events and circumstances assessed for each reporting unit included macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, and other relevant events. Based upon this qualitative assessment, we determined that it is more likely than not that the fair values of our reporting units exceeded their carrying values as of December 31, 2024.

Current wording

For 2025, we elected to assess qualitative factors to determine whether it was necessary to perform quantitative goodwill impairment testing for our reporting units. We assessed the relevant events and circumstances to evaluate whether it is more likely than not that the fair values of such reporting units are less than their carrying values. The events and circumstances assessed for each reporting unit included macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, and other relevant information. Based upon this qualitative assessment, we determined that it is more likely than not that the fair values of our reporting units exceeded their carrying values as of December 31, 2025.

Previous wording

In late July 2021, this former major customer communicated to Aerex that it expected to recommence its purchases of the specialized product from Aerex in 2022 and subsequent years, but informed Aerex that such purchases would be at substantially reduced annual amounts, as compared to the amounts it had purchased from Aerex in 2020 and prior years. Our updated sales estimate for this customer based on this new information was substantially below the sales we anticipated to this customer for 2022 and subsequent years that we used in the discounted cash flow projections we prepared for purposes of testing our manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020. Furthermore, Aerex’s efforts to replace the revenue previously generated from this customer with revenue from existing and new customers were adversely impacted by negative economic conditions (caused in part by the COVID-19 pandemic). These negative economic conditions also increased Aerex’s raw material costs, resulted in raw material shortages and extended delivery times for such materials, and adversely affected the overall financial condition of Aerex’s current and prospective customers. Accordingly, in light of this new information from Aerex’s former major customer, and the on-going weak economic conditions that we believed would continue through 2022, we updated our projections of future cash flows for the manufacturing reporting unit and tested its goodwill for possible impairment as of June 30, 2021 using the discounted cash flow and guideline public company methods, with a weighting of 80% and 20% applied to these two methods, respectively. Based upon this testing, we determined that the carrying value of our manufacturing reporting unit exceeded its fair value by $2.9 million, and we recorded an impairment loss to reduce our manufacturing segment’s goodwill by this amount for the three months ended June 30, 2021.

Current wording

In July 2021, a major customer communicated to Aerex that its purchases of a specialized product from Aerex in 2022 and subsequent years would be at substantially reduced annual amounts, as compared to the amounts it had purchased from Aerex in prior years. As a result, our updated sales estimate for this customer based on this new information was substantially below the sales we anticipated to this customer for 2022 and subsequent years that we used in the discounted cash flow projections we prepared for purposes of testing our manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020. Furthermore, Aerex’s efforts to replace the revenue previously generated from this customer with revenue from existing and new customers were adversely impacted by negative economic conditions (caused in part by the COVID-19 pandemic). These negative economic conditions also increased Aerex’s raw material costs, resulted in raw material shortages and extended delivery times for such materials, and adversely affected the overall financial condition of Aerex’s current and prospective customers. Accordingly, in light of this new information from Aerex’s major customer, and the on-going weak economic conditions that we believed would continue through 2022, we updated our projections of future cash flows for the manufacturing reporting unit and tested its goodwill for possible impairment as of June 30, 2021 using the discounted cash flow and guideline public company methods, with a weighting of 80% and 20% applied to these two methods, respectively. Based upon this testing, we determined that the carrying value of our manufacturing reporting unit exceeded its fair value by $2.9 million, and we recorded an impairment loss to reduce our manufacturing segment’s goodwill by this amount for the three months ended June 30, 2021.

Previous wording

We design, construct, and sell desalination infrastructure through DesalCo, which serves customers in the Cayman Islands, The Bahamas, and the British Virgin Islands. We design, construct, and sell wastewater, water reuse, and water production infrastructure in the United States through PERC and Kalaeloa Desalco. Aerex is a custom and specialty manufacturer in the United States of water-related systems and products applicable to commercial, municipal and industrial water production and treatment.

Current wording

We design, construct, and sell desalination infrastructure through DesalCo, which serves customers in the Cayman Islands, The Bahamas, and the British Virgin Islands. We design, construct, and sell wastewater, water reuse, and water production infrastructure in the United States through PERC and Kalaeloa Desalco. Aerex is a custom and specialty manufacturer in

Previous wording

We recognize revenue for our construction and our specialized/custom manufacturing contracts (and some of our design contracts)over time under the input method using costs incurred (which represents work performed) to date relative to the total estimated costs at completion to measure progress toward satisfying a contract’s performance obligations, as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include labor, materials, subcontractor costs and other expenses. We follow this method since we can make reasonably dependable estimates of the revenue and costs applicable to the various stages of a contract. Under this input method, we record revenue and recognize profit or loss as work on the contract progresses. We estimate total costs to be incurred and profit to be earned on each long-term, fixed price contract prior to commencement of work on the contract and update these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date comprised of estimated total contract costs. Due to the extended time it may take to complete many of our contracts and the scope and nature of the work required to be performed on those contracts, the estimations of total revenue and costs at completion are complicated and subject to many variables and, accordingly, are subject to changes. When adjustments in estimated total contract revenue or estimated total contract costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes. We recognize the full amount of any estimated loss on a contract at the time the estimates indicate such a loss.

Current wording

We recognize revenue for our construction and our specialized/custom manufacturing contracts (and some of our design contracts)over time under the input method using costs incurred (which represents work performed) to date relative to the total estimated costs at completion to measure progress toward satisfying a contract’s performance obligations, as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include labor, materials, subcontractor costs and other expenses. We follow this method since we can make reasonably dependable estimates of the revenue and costs applicable to the various stages of a contract. Under this input method, we record revenue and recognize profit or loss as work on the contract progresses. We estimate total costs to be incurred and profit to be earned on each long-term, fixed price contract prior to commencement of work on the contract and update these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date comprise of estimated total contract costs. Due to the extended time it may take to complete many of our contracts and the scope and nature of the work required to be performed on those contracts, the estimations of total revenue and costs at completion are complicated and subject to many variables and, accordingly, are subject to changes. When adjustments in estimated total contract revenue or estimated total contract costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes. We recognize the full amount of any estimated loss on a contract at the time the estimates indicate such a loss.

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included under Part I, Item 1. “Financial Statements” of this Quarterly Report and our consolidated financial statements and accompanying notes

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included under Part I, Item 1. “Financial Statements” of this Quarterly Report and our consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2025 (“2025 Form 10-K”) and the information set forth under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K.

Previous wording

Including discontinued operations, net income attributable to Consolidated Water Co. Ltd. stockholders for 2025 was $5,532,344 ($0.34 per share on a fully diluted basis), as compared to net income of $4,454,464 ($0.28 per share on a fully diluted basis) for 2024.

Current wording

Including discontinued operations, net income attributable to Consolidated Water Co. Ltd. stockholders for 2026 was $3,777,429 ($0.23 per share on a fully diluted basis), as compared to net income of $4,791,029 ($0.30 per share on a fully diluted basis) for 2025. Our net losses from discontinued operations for 2026 and 2025 were ($43,042) and ($133,081), respectively. See Note 5 of the Notes to the Condensed Consolidated Financial Statements for a discussion of our discontinued operations.

Previous wording

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders for 2025 was $5,569,564 ($0.34 per share on a fully diluted basis), as compared to net income from continuing operations of $4,957,318 ($0.31 per share on a fully diluted basis) for 2024.

Current wording

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders for 2026 was $3,820,471 ($0.24 per share on a fully diluted basis), as compared to net income from continuing operations of $4,924,110 ($0.31 per share on a fully diluted basis) for 2025.

Previous wording

Revenue for 2025 increased to $35,118,706 from $33,390,557 in 2024, as a result of revenue increases in the retail, services and manufacturing segments. These increases were partially offset by a slight decline in revenue for the bulk segment. Gross profit for 2025 was $12,945,909 (37% of total revenue) as compared to $11,634,658 (35% of total revenue) for 2024. For further discussion of revenue and gross profit see the “Results by Segment” discussion and analysis that follows.

Current wording

Revenue for 2026 decreased to $29,973,700 from $33,715,385 in 2025 as a result of revenue decreases in the manufacturing and retail segments, which were partially offset by revenue increases in the bulk and services segments. Gross profit for 2026 was $10,916,013 (36% of total revenue) as compared to $12,306,287 (37% of total revenue) for 2025. For further discussion of revenue and gross profit see the “Results by Segment” discussion and analysis that follows.

Previous wording

General and administrative (“G&A”) expenses on a consolidated basis increased to $7,218,722 for 2025 as compared to $6,955,969 for 2024. The increase in G&A expenses for 2025 arises principally from incremental employee costs of approximately $193,000 attributable to new hires and salary increases.

Current wording

General and administrative (“G&A”) expenses on a consolidated basis decreased to $7,419,068 for 2026 as compared to $7,723,959 for 2025. An increase in employee costs of approximately $211,000 from 2025 to 2026 was more than offset by a decrease in professional fees and reductions in various other expenses.

Previous wording

Other income, net, remained relatively consistent at $811,227 for 2025 as compared to $724,040 for 2024.

Current wording

Other income, net, remained relatively consistent at $739,566 for 2026 as compared to $688,891 for 2025.

Previous wording

As a result of the revenue increase, retail segment gross profit increased in both total dollars and as a percentage of revenue to $14,890,629 (58% of retail revenue) for 2025 from $13,564,393 (56% of retail revenue) for 2024.

Current wording

As a result of the revenue decrease, retail segment gross profit decreased in both total dollars and as a percentage of revenue to $4,934,901 (58% of retail revenue) for 2026 as compared to $5,705,279 (61% of retail revenue) for 2025.

Previous wording

Retail G&A expenses increased to $2,726,531 for 2025 compared to $2,335,807 for 2024 primarily as a result of incremental information technology expenses to approximately $240,000 for the ongoing implementation of a new utility billing system.

Current wording

Retail G&A expenses increased to $902,607 for 2026 compared to $788,812 for 2025 primarily as a result of incremental employee costs of just over $74,000.

Previous wording

The manufacturing segment contributed $1,414,367 and $843,804 to our income from operations in 2025 and 2024, respectively.

Current wording

The bulk segment contributed $2,604,560 and $2,481,546 to our income from operations for 2026 and 2025, respectively.

Previous wording

Bulk segment G&A expenses remained relatively consistent at $1,008,123 for 2025 as compared to $1,088,639 for 2024.

Current wording

Bulk segment G&A expenses also remained relatively consistent at $404,223 for 2026 as compared to $346,081 for 2025.

Previous wording

Gross profit for the services segment increased to $3,844,421 (27% of services revenue) in 2025 from $3,268,512 (26% of services revenue) in 2024 due to the overall increase in revenue.

Current wording

Gross profit for the services segment increased to $2,824,188 (25% of services revenue) in 2026 from $2,016,391 (20% of services revenue) in 2025 due to the increase in O&M revenue.

Previous wording

Corporate G&A expenses remained relatively consistent at $3,585,104 for 2025 as compared to $3,572,073 for 2024.

Current wording

Corporate G&A expenses remained relatively consistent at $3,840,334 for 2026 as compared to $3,729,650 for 2025.

Previous wording

Contract liabilities increased by $2.6 million due to a $3.2 million increase for the Kalaeloa Desalco construction project.

Current wording

Contract liabilities increased by $1.3 million due to an $874,000 increase in PERC and a $567,000 increasein the Kalaeloa Desalco construction project.

Previous wording

The Cayman Islands does not have a tax treaty with the United States. Consequently, should we be required (or elect) to transfer any profits generated by our U.S. subsidiaries to our parent company in the Cayman Islands, we would be required to pay a withholding tax of 30% on the amount of any such funds transferred.

Current wording

The Cayman Islands does not have a tax treaty with the United States. Consequently, should we be required or elect to transfer any profits generated by our U.S. subsidiaries to our parent company in the Cayman Islands, we will be required to pay a withholding tax of 30% on the amount of any such funds transferred.

Previous wording

Our projected liquidity requirements for the balance of 2025 include capital expenditures for our existing operations of approximately $4.5 million, which includes approximately $1.3 million to be incurred during 2025 for a project in The Bahamas and $266,000 for new equipment for Aerex’s manufacturing facility. We paid approximately $2.3 million for dividends in October 2025. Our liquidity requirements may also include future quarterly dividends, if such dividends are declared by our Board.

Current wording

Our projected liquidity requirements for the balance of 2026 include capital expenditures for our existing operations of approximately $8.6 million. We paid approximately $2.3 million for dividends in April 2026. Our liquidity requirements may also include future quarterly dividends, if such dividends are declared by our Board.

Previous wording

As of September 30, 2025, we had cash and cash equivalents of $123.6 million and working capital of $141.7 million.

Current wording

As of March 31, 2026, we had cash and cash equivalents of $126.3 million and working capital of $144.3 million.

Previous wording

CW-Bahamas’ accounts receivable balances (which include accrued interest) due from the WSC amounted to $16.8 million and $28.4 million as of September 30, 2025 and December 31, 2024, respectively. Approximately 66% and 81% of the accounts receivable balances were delinquent as of those dates, respectively. The delay in collecting these accounts receivable has adversely impacted the liquidity of this subsidiary.

Current wording

CW-Bahamas’ accounts receivable balances (which include accrued interest) due from the WSC amounted to $23.9 million and $20.7 million as of March 31, 2026 and December 31, 2025, respectively. Approximately 75% and 71% of the accounts receivable balances were delinquent as of those dates, respectively. The delay in collecting these accounts receivable has adversely impacted the liquidity of this subsidiary.

Previous wording

From time to time (including presently), CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, we hold discussions and meetings with representatives of the WSC and the government of The Bahamas. All previous delinquent accounts receivable from the WSC, including accrued interest thereon, were eventually paid in full. Based upon this payment history, we have not provided for a material allowance for credit losses for CW-Bahamas’ accounts receivable from the WSC as of September 30, 2025.

Current wording

From time to time (including presently), CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, we hold discussions and meetings with representatives of the WSC and the government of The Bahamas. All previous delinquent accounts receivable from the WSC, including accrued interest thereon, were eventually paid in full. Based upon this payment history, we have not provided for a material allowance for credit losses for CW-Bahamas’ accounts receivable from the WSC as of March 31, 2026, or prior periods.

Previous wording

We continue to be in frequent contact with officials of The Bahamas government, who continue to express their intention to eliminate CW-Bahamas delinquent accounts receivable balances in the near future. However, we are unable to determine when such reduction will occur.

Current wording

We continue to be in frequent contact with officials of The Bahamas government, who continue to express their intention to significantly reduce CW-Bahamas’ delinquent accounts receivable balances. However, we are unable to determine when or if such reduction will occur.

Previous wording

If CW-Bahamas is unable to collect a sufficient portion of its delinquent accounts receivable, one or more of the following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations; (ii) we may be required to cease the recognition of revenue on CW-Bahamas’ water supply agreements with the WSC; and (iii) we may be required to provide a material allowance for credit losses for CW-Bahamas’ accounts receivable. Any of these events could have a material adverse impact on our consolidated financial condition, results of operations, and cash flows.

Current wording

If CW-Bahamas is unable to collect a sufficient portion of its delinquent accounts receivable, one or more of the following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations; (ii) we may be required to cease the recognition of revenue on CW-Bahamas’ water supply agreements with the WSC; and (iii) we may be required to significantly increase our allowance for credit losses for CW-Bahamas’ accounts receivable. Any of these events could have a material adverse impact on our consolidated financial condition, results of operations, and cash flows.

Previous wording

Discussion of Cash Flows for the Nine Months Ended September 30, 2025

Current wording

Discussion of Cash Flows for the Three Months Ended March 31, 2026

Previous wording

Our cash and cash equivalents increased to $123,554,648 as of September 30, 2025 from $99,350,121 as of December 31, 2024.

Current wording

Our cash and cash equivalents increased to $126,331,873 as of March 31, 2026 from $123,788,390 as of December 31, 2025.

Previous wording

Net cash provided by our operating activities was $35,932,833. This net cash reflects the net income generated for the nine months ended September 30, 2025 of $15,890,319 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 components of working capital. Significant adjustments included depreciation and amortization of $5,163,826, a decrease in accounts receivable of $10,290,048, a decrease in inventory of $3,610,403, an increase in contract assets of $2,261,618, and an increase in contract liabilities of $2,555,352.

Current wording

Net cash provided by our operating activities was $6,543,681. This net cash reflects the net income generated for the three months ended March 31, 2026 of $3,933,564 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 components of working capital. Significant adjustments included depreciation and amortization of $1,754,705, an increase in accounts receivable of $3,453,459, a decrease in prepaid expenses and other assets of $1,564,843, a decrease in contract assets of $1,996,967, and an increase in contract liabilities of $1,346,535.

Previous wording

Net cash used in our investing activities was $6,045,599 primarily for additions to property, plant and equipment and construction in progress.

Current wording

Net cash used in our investing activities was $1,682,253 primarily for additions to property, plant and equipment and construction in progress.

Previous wording

Net cash used by our financing activities was $5,784,451, almost all of which related to the payment of dividends.

Current wording

Net cash used by our financing activities was $2,311,849, almost all of which related to the payment of dividends.

Previous wording

We sell water through our retail operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. Pursuant to the 1990 license, Cayman Water has the exclusive right to produce potable water and distribute it by pipeline to its licensed service area, which consists of two of the three most populated areas of Grand Cayman Island: Seven Mile Beach and West Bay. For the three months ended September 30, 2025 and 2024, we generated approximately 22% and 23%, respectively, of our consolidated revenue and 33% and 34%, respectively, of our consolidated gross profit from the retail water operations conducted under the 1990 license. For the nine months ended September 30, 2025 and 2024, we generated approximately 25% and 23%, respectively, of our consolidated revenue and 39% and 36%, respectively, of our consolidated gross profit from the retail water operations conducted under the 1990 license.

Current wording

We sell water through our retail operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. Pursuant to the 1990 license, Cayman Water has the exclusive right to produce potable water and distribute it by pipeline to its licensed service area, which consists of two of the three most populated areas of Grand Cayman Island: Seven Mile Beach and West Bay. For the three months ended March 31, 2026 and 2025, we generated approximately 29% and 28%, respectively, of our consolidated revenue and 45% and 46%, respectively, of our consolidated gross profit from the retail water operations conducted under the 1990 license.

Previous wording

We have been informed during our retail license negotiations, both by OfReg and its predecessor in these negotiations, that they seek to restructure the terms of its license in a manner that could significantly reduce the operating income and cash flows we have historically generated from our retail license. We are presently unable to determine what impact the resolution of our retail license negotiations will have on our consolidated financial condition, results of operations, or cash flows but such resolution could result in a material reduction (or the loss) of the operating income and cash flows we have historically generated from our retail operations and could require us to record impairment losses to reduce the carrying

Current wording

We have been informed during our retail license negotiations, both by OfReg and its predecessor in these negotiations, that they seek to restructure the terms of its license in a manner that could significantly reduce the operating income and cash flows we have historically generated from our retail license. We are presently unable to determine what impact the resolution of our retail license negotiations will have on our consolidated financial condition, results of operations, or cash flows but such resolution could result in a material reduction (or the loss) of the operating income and cash flows we have historically generated from our retail operations and could require us to record impairment losses to reduce the carrying values of our retail segment assets. Such impairment losses could have a material adverse impact on ourconsolidated financial condition and results of operations.

Previous wording

In November 2024, the FASB issued ASU 2024-03,*Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.*The ASU requires public companies to disclose, in the notes to financial statements, specific information about certain costs and expenses at each interim and annual reporting period. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact of this guidance.

Current wording

In November 2024, the FASB issued ASU 2024-03,*Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.*The ASU requires public companies to disclose, in the notes to financial statements, specific information about certain costs and expenses at each interim and annual reporting period. The amended ASU is effective on a prospective basis for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact of this guidance on our financial statements.

Previous wording

We have paid dividends to owners of our common stock and redeemable preferred stock since we began declaring dividends in 1985. Our payment of any future cash dividends will depend upon our earnings, financial condition, cash

Current wording

We have paid dividends to owners of our common stock and redeemable preferred stock 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 of Directors deems relevant in determining the amount and timing of such dividends.

Previous wording

Under the terms of our bulk water sales agreements in The Cayman Islands, The Bahamas and the British Virgin Islands, our water rates are automatically adjusted for inflation on an annual basis. Therefore, the impact of inflation on our gross profit from these revenue sources, measured in consistent dollars, historically has not been material. However, while we have received annual inflation adjustments for the rates we charge under our bulk water agreements, we were unable to increase the water rates for Cayman Water since January 2018 (despite the inflation that has occurred since that date) due to the delayed resolution of our negotiations with OfReg for a new retail license. While we believe that we are entitled to apply to OfReg for future rate adjustments under the terms of the February 18, 2025 concession agreement with the Cayman Islands government, the denial by OfReg of such application or approval of an increase that is less than the increase in our costs could adversely affect the profitability of our retail segment. Furthermore, our manufacturing segment has in the past been adversely impacted by significant increases in raw material costs and our manufacturing and services segments could suffer similar adverse impacts in the future.

Current wording

Under the terms of our bulk water sales agreements in The Cayman Islands, The Bahamas and the British Virgin Islands, our water rates are automatically adjusted for inflation on an annual basis. Therefore, the impact of inflation on our gross profit from these revenue sources, measured in consistent dollars, historically has not been material. However, while we have received annual inflation adjustments for the rates we charge under our bulk water agreements, we have not applied to increase the water rates for Cayman Water since January 2018 (despite the inflation that has occurred since that date) due to the delayed resolution of our negotiations with OfReg for a new retail license. While we believe that we are entitled to apply to OfReg for future rate adjustments under the terms of the February 18, 2025 concession agreement with the Cayman Islands government, the denial by OfReg of such application or approval of an increase that is less than the increase in our costs could adversely affect the profitability of our retail segment. Furthermore, our manufacturing segment has in the past been adversely impacted by significant increases in raw material costs and our manufacturing and services segments could suffer similar adverse impacts in the future.

Previous wording

Kalaeloa Desalco has signed a contract with the Honolulu Board of Water Supply pursuant to which it is presently designing and expects to construct and operate a 1.7 million gallons per day seawater reverse osmosis desalination plant in Oahu, Hawaii. Approximately 80% of the $147 million price for the construction of this plant is subject to adjustment based upon changes in inflation indices from September 29, 2022 (the date that was 120 days after the original proposal was submitted) until the date that the notice to proceed with construction is issued by the client.

Current wording

Kalaeloa Desalco has signed a contract with the Honolulu Board of Water Supply pursuant to which it presently expects to construct and operate a 1.7 million gallons per day seawater reverse osmosis desalination plant in Oahu, Hawaii. Approximately 80% of the approximate $148 million price for the construction of this plant is subject to adjustment based upon changes in inflation indices from September 29, 2022 (the date that was 120 days after the original proposal was submitted) until the date that the notice to proceed with construction is issued by the client.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

the United States of water-related systems and products applicable to commercial, municipal and industrial water production and treatment.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2024 (“2024 Form 10-K”) and the information set forth under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Form 10-K.

Previous report — wording carried elsewhere

Our net losses from discontinued operations for the three months ended September 30, 2025 and 2024 were $($37,220) and ($502,854), respectively.

Previous report — wording carried elsewhere

Including discontinued operations, net income attributable to Consolidated Water Co. Ltd. stockholders for 2025 was $15,419,578 ($0.96 per share on a fully diluted basis), as compared to net income of $26,779,069 ($1.68 per share on a fully diluted basis) for 2024.

Previous report — wording carried elsewhere

The following discussion and analysis of our consolidated results of operations and results of operations by segment for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 relates only to our continuing operations.

Previous report — wording carried elsewhere

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders for 2025 was $15,672,435 ($0.97 per share on a fully diluted basis), as compared to net income from continuing operations of $16,141,143 ($1.01 per share on a fully diluted basis) for 2024.

Previous report — wording carried elsewhere

values of our retail segment assets. Such impairment losses could have a material adverse impact on ourconsolidated financial condition and results of operations.

Previous report — wording carried elsewhere

flows, capital requirements and other factors our Board of Directors deems relevant in determining the amount and timing of such dividends.