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Consolidated Water Co. Ltd.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

View on SEC.gov

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.

Sep 30, 2026 · Filed Nov 9, 2026

CWCO$27.65+1.6%Stored close · as of Nov 9, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001104659-26-093370

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-09.

0001104659-26-124560

Item 1A. Risk Factors

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 10 previous paragraphs and 17 current paragraphs.

7 unchanged; 3 reworded; 7 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 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 (7)

Current report

The License has reduced, and may continue to reduce, the revenue and operating income we generate from our retail operations, and our retail profitability depends on future OfReg rate determinations and our compliance with the License.

Current report

Effective August 1, 2026, Cayman Water sells water under the License issued by OfReg, which established base rates that are lower than those under the 1990 License. Cayman Water’s retail operations generated approximately 27% of our consolidated revenue and 44% of our consolidated gross profit for the nine months ended September 30, 2026. Based on

Current report

our pro forma estimates, application of the License rate structure to historical volumes would have reduced our revenue by approximately $2.1 million for 2024 and $1.9 million for 2025 and $1.3 million for the period from January 1, 2026 to July 31, 2026. Future adjustments to base rates are subject to OfReg verification and approval, and recovery of energy costs is subject to an efficiency-based mechanism. OfReg may modify the License in specified circumstances, with or without our agreement, and may revoke or suspend the License upon specified events. Any of these factors could have a material adverse effect on our consolidated financial condition, results of operations and cash flows and could require us to record impairment losses on our retail segment assets.

Current report

Delays in obtaining permits and approvals for the Kalaeloa desalination plant have deferred, and may further defer, construction, revenue and cash flows from the project and could expose us to contractual remedies.

Current report

Kalaeloa Desalco must obtain federal, state and local permits and approvals before it can begin and complete construction of the 1.7 million gallons per day seawater reverse osmosis plant in Oahu, Hawaii. Permitting delays have deferred project milestones, and we now expect construction to begin in the first half of 2027 rather than late 2026. Several permits and approvals remain outstanding, including a Memorandum of Agreement from the State Historic Preservation Division. If schedule extensions from BWS are insufficient, BWS may attempt to assess liquidated damages, withhold milestone payments or terminate the contract, and cost increases during the delay may not be fully recovered. Any of these developments could have a material adverse effect on our consolidated results of operations and cash flows.

Current report

Our fixed-price design-build contracts, including PERC’s agreement with the City of Pismo Beach, expose us to cost overruns, performance requirements and liquidated damages.

Current report

In October 2026, PERC agreed to design and build the Central Coast Blue Advanced Water Purification Facility for the City of Pismo Beach, California for a fixed price of approximately $39.8 million. PERC must achieve Substantial Completion within 703 calendar days after commencement of services and will owe liquidated damages of $2,500 per day, up to 5% of the contract price, if Substantial Completion is late. PERC’s aggregate liability under the agreement is capped at $14.0 million, and the City may terminate the agreement for convenience. If our costs exceed our estimates or we fail to meet schedule or performance requirements, our consolidated results of operations and cash flows could be materially adversely affected.
Reworded paragraphs (3)

Previous wording

Our business faces significant risks. These risks include those disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as supplemented by the additional risk factors included below. If any of the events or circumstances described in the referenced risks actually occurs, our business, financial condition or results of operations could be materially adversely affected and such events or circumstances could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. These risks should be read in conjunction with the other information set forth in this Quarterly Report as well as in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the Securities and Exchange Commission.

Current wording

Our business faces significant risks. These risks include those disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as updated and supplemented by the risk factors included below. The risk factors below regarding the License supersede the risk factor in that Annual Report regarding the renegotiation of Cayman Water’s retail license. If any of the events or circumstances described in the referenced risks actually occurs, our business, financial condition or results of operations could be materially adversely affected and such events or circumstances could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. These risks should be read in conjunction with the other information set forth in this Quarterly Report as well as in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the Securities and Exchange Commission.

Previous wording

CW-Bahamas’ accounts receivable balances (which include accrued interest) due from the WSC amounted to $18.8 million as of June 30, 2026. Approximately 64% of this June 30, 2026 accounts receivable balance was delinquent as of that date. 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 $23.5 million as of September 30, 2026. Approximately 64% of this September 30, 2026 accounts receivable balance was delinquent as of that date. The delay in collecting these accounts receivable has adversely impacted the liquidity of this subsidiary.

Previous wording

In a report dated April 30, 2026, Moody’s Investor Services (“Moody’s”) upgraded The Bahamas’ long-term issuer and senior unsecured ratings to Ba3 from B1. Moody’s also raised The Bahamas’ local currency ceiling to Baa2 from Baa3 and its foreign currency ceiling to Baa3 from Ba1. Based upon our review of this Moody’s correspondence, we continue to believe that no material allowance for credit losses is required for CW-Bahamas’ accounts receivable from the WSC.

Current wording

In a report dated April 30, 2026, Moody’s Investors Service (“Moody’s”) upgraded The Bahamas’ long-term issuer and senior unsecured ratings to Ba3 from B1. Moody’s also raised The Bahamas’ local currency ceiling to Baa2 from Baa3 and its foreign currency ceiling to Baa3 from Ba1. Based upon our review of this Moody’s correspondence, we continue to believe that no material allowance for credit losses is required for CW-Bahamas’ accounts receivable from the WSC.