Discontinued operations - CW-Belize

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

3. Discontinued operations - CW-Belize

During the quarter ended September 30, 2018, the Company signed a non-binding Memorandum of Understanding (“MOU”) with Belize Water Services Ltd. (“BWSL”) with respect to the potential sale of Consolidated Water (Belize) Limited (“CW-Belize”) to BWSL. The Company was not otherwise considering a sale of CW-Belize, so as an incentive for the Company to consider this proposed transaction, BWSL promised in the MOU to facilitate both the conversion from Belize dollars to U.S. dollars and the subsequent repatriation of all cash balances CW-Belize had on deposit in Belize. Transfers of funds held by CW-Belize to its parent company, which were accomplished by means of conversion of Belize dollars into U.S. dollars, required the approval of the Central Bank of Belize and were dependent on the amount of U.S. dollars available to Belize banks to execute such transfers. Weakness in the Belize economy and other factors have reduced the amount of U.S. dollars that Belize banks have available for transfer, which limited for most of 2018 and in prior years the amount of funds the Company was able to transfer from CW-Belize. Repatriations of funds from CW-Belize to its parent company amounted to $458,000 and $400,000 for the years ended December 31, 2017 and 2016, respectively, significantly less than the net income and net cash flows CW-Belize generated for those years. With BWSL’s assistance, the Company was able to repatriate approximately $2.75 million in cash from Belize to its bank accounts in the Cayman Islands during the three months ended September 30, 2018 and an additional $1.0 million during the fourth quarter of 2018.

In late December 2018, the Company’s Board of Directors formally approved the sale of CW-Belize to BWSL, and the Company repatriated an additional $1.1 million from CW-Belize during the first week of 2019.

On February 14, 2019, the Company closed the transaction and completed the sale of CW-Belize to BWSL effective January 1, 2019. After adjustments, the final price for CW-Belize was approximately $7.0 million. Pursuant to the sale and purchase agreement, BWSL has paid the Company $6.735 million of the purchase price, with approximately $265,000 being withheld to cover indemnification obligations of the Company under the agreement. The amount withheld is payable by BWSL to the Company

during the third quarter of fiscal

2019 to the extent not applied to cover any liabilities of the Company under the agreement.

Summarized financial information for CW-Belize as of June 30, 2019 and December 31, 2018 and for the three months and six months ended June 30, 2019 and 2018 is as follows:

	June 30,		December 31,
	2019		2018
Current assets	$	-	$	1,959,494
Property, plant and equipment, net		-		725,930
Inventory, non-current		-		356,854
Goodwill		-		379,651
Intangible assets		-		467,575
Other assets		-		14,023
Total assets of discontinued operations	$	-	$	3,903,527

Total liabilities of discontinued operations	$	-	$	646,452

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Revenues	$	-	$	808,149	$	-	$	1,589,881
Income from operations		-		304,109		-		633,853
Net income		-		299,375		-		626,432
Gain on sale of discontinued operations		-		-		3,621,170		-
Depreciation		-		28,926		-		57,979