Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-08814
PURE CYCLE CORPORATION
(Exact name of registrant as specified in its charter)
Colorado
84-0705083
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
34501 E. Quincy Avenue, Bldg. 1, Suite D, Watkins, CO
80137
(Address of principal executive offices)
(Zip Code)
(303) 292 – 3456
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock 1/3 of $.01 par value
PCYO
The NASDAQ Stock Market
(Title of each class)
(Trading Symbol(s))
(Name of each exchange on which registered)
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 24,076,305 shares of 1/3 of $.01 par value common stock as of April 7, 2025.
INDEX TO FEBRUARY 28, 2025 FORM 10-Q
Page
PART I. FINANCIAL INFORMATION
4
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets: February 28, 2025 (unaudited) and August 31, 2024
Consolidated Statements of Income (unaudited): For the three and six months ended February 28, 2025 and February 29, 2024
5
Consolidated Statements of Shareholders’ Equity (unaudited): For the three and six months ended February 28, 2025 and February 29, 2024
6
Consolidated Statements of Cash Flows (unaudited): For the three and six months ended February 28, 2025 and February 29, 2024
7
Notes to Consolidated Financial Statements
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3. Quantitative and Qualitative Disclosures About Market Risk
31
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
32
Item 6. Exhibits
SIGNATURES
33
FORWARD-LOOKING STATEMENTS
Statements that are not historical facts contained in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). The words “anticipate,” “seek,” “project,” “future,” “likely,” “believe,” “may,” “should,” “could,” “will,” “estimate,” “expect,” “plan,” “intend,” “potential” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Forward-looking statements include statements relating to, among other things:
1
Forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. There are no assurances that any of our expectations will be realized, and actual results could differ materially from those in such statements. Factors that could cause actual results to differ from those contemplated by such forward-looking statements include, without limitation:
2
We undertake no obligation, and disclaim any obligation, to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise. All forward-looking statements are expressly qualified by this cautionary statement.
3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
February 28, 2025
August 31, 2024
ASSETS:
(unaudited)
Current assets:
Cash and cash equivalents
$
16,801
22,113
Trade accounts receivable, net
3,397
1,472
Income taxes receivable
1,370
—
Prepaid expenses and other assets
811
530
Land under development
4,612
3,647
Reimbursable public improvements and project management fees
10,100
Total current assets
26,991
37,862
Restricted cash
5,338
3,245
Investments in water and water systems, net
64,832
60,486
Construction in progress
1,876
3,161
Single-family rental units
4,947
5,059
Land and mineral rights:
Held for development
4,580
3,683
Held for investment purposes
451
Held for sale
Other assets
1,305
1,164
Notes receivable – related parties, including accrued interest
38,005
30,864
Other
1,197
1,221
Operating leases - right of use assets
134
158
Total assets
149,656
147,354
LIABILITIES:
Current liabilities:
Accounts payable
1,350
1,948
Accrued liabilities
2,423
1,514
Accrued liabilities – related parties
1,107
2,208
Income taxes payable
1,442
Deferred lot sales revenue
2,048
2,173
Debt, current portion
252
64
Total current liabilities
7,180
9,349
Debt, less current portion
6,616
6,821
Deferred tax liability, net
1,395
Lease obligations - operating leases, less current portion
53
87
Total liabilities
15,244
17,652
Commitments and contingencies
SHAREHOLDERS’ EQUITY:
Series B preferred shares: par value $0.001 per share, 25 million authorized; 432,513 issued and outstanding (liquidation preference of $432,513)
Common shares: par value 1/3 of $.01 per share, 40.0 million authorized; 24,076,305 and 24,063,894 outstanding, respectively
80
Additional paid-in capital
175,390
175,125
Accumulated deficit
(41,058)
(45,503)
Total shareholders’ equity
134,412
129,702
Total liabilities and shareholders’ equity
See accompanying Notes to the Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Three Months Ended
Six Months Ended
(In thousands, except share information)
February 29, 2024
Revenues:
Metered water usage from:
Municipal customers
129
111
359
313
Commercial customers
161
1,481
1,175
3,613
Wastewater treatment fees
93
182
173
Water and wastewater tap fees
2,126
3,592
581
Lot sales
1,136
1,215
3,455
3,111
Project management fees
116
41
369
141
Single-family rentals
118
125
242
234
Special facility projects and other
137
373
417
Total revenues
3,995
3,197
9,747
8,583
Cost of revenues:
Water service operations
402
511
885
1,064
Wastewater service operations
226
181
405
340
Land development construction costs
1,048
81
1,623
769
Project management costs
169
168
254
247
Single-family rental costs
25
90
Depletion and depreciation
468
360
839
722
130
86
455
232
Total cost of revenues
2,468
1,420
4,554
3,464
General and administrative expenses
2,705
1,997
4,497
3,435
Depreciation
149
148
304
296
Operating income (loss)
(1,327)
(368)
392
1,388
Other income (expense):
Interest income - related party
322
215
806
939
Interest income - Investments
217
286
465
594
Oil and gas royalty income, net
1,910
4,717
Oil and gas lease income, net
20
38
Other, net
63
122
Interest expense, net
(109)
(111)
(218)
(219)
Income from operations before income taxes
1,076
159
6,284
2,961
Income tax expense
(267)
(41)
(1,538)
(778)
Net income
809
4,746
2,183
Earnings per common share - basic and diluted
Basic
0.03
0.20
0.09
Diluted
Weighted average common shares outstanding:
24,083,718
24,086,826
24,077,780
24,084,773
24,196,178
24,149,195
24,177,677
24,149,524
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(unaudited)
Three Months Ended February 28, 2025
Preferred Shares
Common Shares
Additional
Accumulated
(in thousands, except shares)
Shares
Amount
Paid-in Capital
Deficit
Total
Balance at November 30, 2024
432,513
24,076,909
175,181
(41,674)
133,587
Shares granted for services
15,396
180
Share-based compensation
29
Repurchases of common shares
(16,000)
(193)
Balance at February 28, 2025
24,076,305
Three Months Ended February 29, 2024
Balance at November 30, 2023
24,066,720
174,770
(54,668)
120,182
Restricted shares grants
Stock options exercised
13,978
18,036
57
(10,000)
(100)
Balance at February 29, 2024
24,088,734
175,014
(54,650)
120,444
Six Months Ended February 28, 2025
Balance at August 31, 2024
24,063,894
9,200
21
13,815
(26,000)
(301)
Six Months Ended February 29, 2024
Balance at August 31, 2023
24,078,720
174,689
(56,535)
118,234
8,000
30
Restricted stock grants
Stock granted for services
115
(30,000)
(298)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and depletion
1,143
994
Trade accounts receivable
(1,925)
(620)
Accounts payable and accrued liabilities
(802)
(1,100)
Other assets and liabilities
(38)
Share-based compensation expense
265
325
Prepaid expenses
(281)
(291)
Net activity on notes receivable - related party, other
(51)
(59)
Deferred water sales revenue
(4,310)
(3,074)
Deferred lot sale revenue
(125)
944
Taxes payable / receivable
(2,812)
727
Net activity on note receivable - related party, reimbursable public improvements
8,417
(1,902)
Net cash provided by (used in) operating activities
4,227
(1,685)
Cash flows from investing activities:
Purchase of property and equipment
(293)
(95)
Investments in future development phases at Sky Ranch
(1,094)
(1,612)
Construction costs of single-family rentals
(44)
(176)
Investments in water, water systems and land
(5,772)
(1,240)
Payments on note receivable - related party, other
75
100
Purchase of held-to-maturity investments in U.S. Treasury Bills
-
(169)
Net cash used in investing activities
(7,128)
(3,192)
Cash flows from financing activities:
Payments on notes payable
(17)
(15)
Net cash used in financing activities
(318)
(313)
Net change in cash, cash equivalents and restricted cash
(3,219)
(5,190)
Cash, cash equivalents and restricted cash – beginning of period
25,358
28,487
Cash, cash equivalents and restricted cash – end of period
22,139
23,297
20,417
2,880
Total cash, cash equivalents and restricted cash
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes
1,800
65
Cash paid for interest
207
209
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Change in reimbursable public improvements included in accounts payable and accrued liabilities
404
284
Change in investments in water and water systems included in accounts payable and accrued liabilities
236
171
Issuance of shares for compensation
201
196
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – PRESENTATION OF INTERIM INFORMATION
The accompanying unaudited consolidated financial statements have been prepared by Pure Cycle Corporation (the “Company” or “Pure Cycle”) and include all adjustments that are of a normal recurring nature and are in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company as of and for the three and six months ended February 28, 2025 and February 29, 2024. The August 31, 2024 balance sheet was derived from the Company’s audited consolidated financial statements.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested the accompanying consolidated financial statements and notes be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2024 (“2024 Annual Report”) filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2024. The results of operations for interim periods presented are not necessarily indicative of the operating results expected for the full fiscal year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used to account for certain items such as revenue recognition, dollar amount of reimbursable costs and collectability of reimbursable costs, costs of revenue for lot sales, share-based compensation, certain accrued liabilities, and the useful lives and recoverability of long-lived assets. Actual results could differ from those estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for the Company for annual periods beginning September 1, 2024, and interim periods beginning September 1, 2025. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statement disclosures.
In December 2023, FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company for annual periods beginning September 1, 2025. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statement disclosures.
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” ("ASU 2024-03"), which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for the Company for annual periods beginning September 1, 2027. The Company is currently evaluating the impact ASU 2024-03 will have on its financial statement disclosures.
Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.
NOTE 2 – REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD
The Sky Ranch Community Authority Board (“Sky Ranch CAB”) and the Company’s agreements with the Sky Ranch CAB are described in greater detail in Notes 5 and 15 to the 2024 Annual Report.
The notes receivable – related party, reimbursable public improvements and project management fees are due to the Company from the Sky Ranch CAB and reports the balances owed by the Sky Ranch CAB to the Company for public improvements paid for by Pure Cycle which are reimbursable from the Sky Ranch CAB and include project management fees related to the Company’s management of the construction of the public improvements, and interest accrued on the unpaid balances related to the ongoing development of the Sky Ranch master planned community (Sky Ranch). Pure Cycle has advanced funds to the Sky Ranch CAB for the cost of constructing certain public improvements at Sky Ranch which are the ultimate responsibility of the Sky Ranch CAB. During the three and six months ended February 28, 2025, Pure Cycle spent $2.4 million and $6.5 million on public improvements which are payable by the Sky Ranch CAB to Pure Cycle. Since Pure Cycle believes the amounts are probable of collection, they have been added to the note receivable from the Sky Ranch CAB. Additionally, for the three and six months ended February 28, 2025, project management fees of $0.1 million and $0.4 million and interest income on the outstanding note receivable of $0.3 million and $0.8 million were also added to the note receivable. During the three and six months ended February 28, 2025, the Sky Ranch CAB paid Pure Cycle $0.4 million and $10.6 million pursuant to the note. Pursuant to the agreements with the Sky Ranch CAB, any payments received are initially applied to interest.
During the three and six months ended February 29, 2024, Pure Cycle spent $1.0 million and $3.5 million on public improvements which are payable by the Sky Ranch CAB to Pure Cycle. Since Pure Cycle believes the amounts are probable of collection, they have been added to the note receivable from the Sky Ranch CAB. Additionally, for the three and six months ended February 29, 2024, project management fees of less than $0.1 million and $0.1 million and interest income on the outstanding note receivable of $0.2 million and $0.9 million were also added to the note receivable. During the three and six months ended February 29, 2024, the Sky Ranch CAB paid Pure Cycle $0.3 million and $0.3 million, respectively, pursuant to the note. Pursuant to the agreements with the Sky Ranch CAB, any payments received are initially applied to interest.
The following table summarizes the activity and balances associated with the note receivable from the Sky Ranch CAB:
Beginning balance
35,580
28,270
Additions
2,775
931
Payments received
(350)
(286)
Ending balance
28,915
40,964
24,999
7,663
4,202
(10,622)
The note receivable from the Sky Ranch CAB accrues interest at 6% per annum. Public improvements which do not qualify for reimbursement at the time of being incurred are considered contract fulfillment costs and are recorded as land development construction costs as incurred. If public improvement costs are deemed qualified for reimbursement, the costs are recognized as notes receivable - related party. The Company assesses the collectability of the note receivable from the Sky Ranch CAB, which includes reimbursable public improvements, project management fees and the related interest income, at each reporting period. The Sky Ranch CAB has an obligation to repay the Company, but the ability of the Sky Ranch CAB to do so before the contractual termination dates is dependent upon the establishment of a tax base or other fee generating activities sufficient to fund reimbursable costs incurred.
9
NOTE 3 – REVENUES, FEES AND OTHER INCOME ITEMS
The Company’s revenue is primarily generated from three unique segments: (1) Sales of water and wastewater taps, metered water and wastewater usage; (2) the sale of lots to homebuilders; and (3) rent collected from its single-family homes. Detailed descriptions of the policies related to revenue recognition are included in Note 2 to the 2024 Annual Report.
The following describes significant components of revenue for the three and six months ended February 28, 2025 and February 29, 2024.
Water and wastewater tap fees – During the three months ended February 28, 2025 and February 29, 2024, the Company sold a total of 52 and 0 water taps, respectively, generating $1.7 million and $0 in tap fee revenues, respectively. During the three months ended February 28, 2025 and February 29, 2024, the Company sold a total of 52 and 0 wastewater taps, respectively, generating $0.4 million and $0 in tap fee revenues, respectively. During the six months ended February 28, 2025 and February 29, 2024, the Company sold a total of 90 and 15 water taps, respectively, generating $2.9 million and $0.5 million in tap fee revenues, respectively. During the six months ended February 28, 2025 and February 29, 2024, the Company sold a total of 87 and 15 wastewater taps, respectively, generating $0.7 million and $0.1 million in tap fee revenues, respectively. The water taps were all sold at Sky Ranch and Wild Pointe, and the wastewater taps were all sold at Sky Ranch.
Metered water usage and wastewater treatment fees – During the three months ended February 28, 2025 and February 29, 2024, the Company sold a total of 64 and 404 acre-feet of water, respectively, generating $0.4 million and $1.7 million in metered water and wastewater treatment fees revenue, respectively. During the six months ended February 28, 2025 and February 29, 2024, the Company sold a total of 367 and 1,028 acre-feet of water, respectively, generating $1.7 million and $4.1 million in metered water and wastewater treatment fees revenue, respectively. The Company provides water and wastewater services to customers, for which the customers are charged monthly usage fees. Water usage fees are assessed to customers based on actual metered usage each month plus a base monthly service fee assessed per single family equivalent (“SFE”) unit served. One SFE is a customer, whether residential, commercial or industrial, that imparts a demand on the Company’s water or wastewater systems similar to the demand of a family of four persons living in a single-family house on a standard-sized lot. Water usage pricing is based on a tiered pricing structure, and certain usage revenues are subject to royalties as described in the 2024 Annual Report. The Company also sells water for industrial uses, mainly to oil and gas companies for use in the drilling and hydraulic fracking processes.
Lot sales – For the three months ended February 28, 2025 and February 29, 2024, the Company recognized $1.1 million and $1.2 million of lot sales revenue, respectively, which was recognized using the percent-of-completion method for the Company’s land development activities at the Sky Ranch Master Planned Community. For the six months ended February 28, 2025 and February 29, 2024, the Company recognized $3.5 million and $3.1 million of lot sales revenue, respectively, which was recognized using the percent-of-completion method for the Company’s land development activities at the Sky Ranch Master Planned Community. As of February 28, 2025, the first development phase (509 lots) is complete and the second development phase (1,032 lots) is being developed in five subphases, referred to as Phase 2A (229 lots), Phase 2B (211 lots), Phase 2C (228 lots), Phase 2D (218 lots) and Phase 2E (146 lots). As of February 28, 2025, Phase 2A is 100% complete, Phase 2B is approximately 95% complete, Phase 2C is approximately 48% complete, Phase 2D is approximately 18% complete, and Phase 2E is expected to begin development work in fiscal 2025. Phase 2B is substantially completed with some landscaping and warranty items remaining. Phase 2C is expected to be completed by the end of Pure Cycle’s fiscal 2025, Phase 2D is expected to be completed by the end of calendar 2025, and Phase 2E is expected to be completed by the end of the Company’s fiscal 2026.
Project management fees – During each of the three-month periods ended February 28, 2025 and February 29, 2024, the Company recognized $0.1 million and less than $0.1 million of project management revenue, respectively, from the Sky Ranch CAB, a related party, for managing the Sky Ranch development project. During each of the six-month periods ended February 28, 2025 and February 29, 2024, the Company recognized $0.4 million and $0.1 million of project management revenue, respectively, from the Sky Ranch CAB, a related party, for managing the Sky Ranch development project.
10
Single-family rental revenue
As of February 28, 2025, Pure Cycle has 14 single-family detached homes rented under separate lease agreements. Pure Cycle generally rents its single-family properties under non-cancelable one-year lease agreements. For the three months ended February 28, 2025 and February 29, 2024, the Company recognized $0.1 million and $0.1 million of rental property revenues, respectively. For the six months ended February 28, 2025 and February 29, 2024, the Company recognized $0.2 million and $0.2 million of rental property revenues, respectively.
Pure Cycle will begin construction on 17 additional rental homes in Phase 2B, all of which the Company believes will be available for rent in calendar 2025. As of February 28, 2025, the Company had reserved 84 lots in Phases 2B, 2C and 2D of Sky Ranch for future rental units. When combined with the 14 units already built and rented, these additions will bring the total single-family rentals to 98. The Company expects to take approximately three more years to build and rent all these units. Based on these projections, the Company believes this could become a reportable operating segment in the future once its operations become material.
Special facility projects and other revenue
Pure Cycle receives fees from customers including municipalities and area water providers for contract operations services. These fees are recognized as earned, typically monthly, plus charges for additional work performed. Additionally, the Company performs certain construction activities at Sky Ranch. The activities performed include construction and maintenance services. The revenue for both types of services are invoiced and recognized as special facility projects revenue. For the three months ended February 28, 2025 and February 29, 2024, the Company recognized $0.1 million and $0.1 million of special facility projects and other revenue, an immaterial amount of which is from work performed for the Sky Ranch CAB, a related party. For the six months ended February 28, 2025 and February 29, 2024, the Company recognized $0.4 million and $0.4 million of special facility projects and other revenue, an immaterial amount of which is from work performed for the Sky Ranch CAB, a related party.
11
Deferred revenue
Changes and balances of the Company’s deferred revenue accounts by segment are as follows:
Water and Wastewater Resource Development
Land Development
537
Revenue recognized
(828)
Revenue deferred
2,339
50
3,791
3,841
(19)
(1,215)
(1,234)
2,605
2,636
(2,487)
2,362
69
1,661
1,730
(146)
(3,178)
(3,324)
108
4,122
4,230
The Company receives deposits or pre-payments from oil and gas operators to reserve water for use in future well drilling and fracking operations. When the operators use the water, the Company recognizes the revenue for these payments in the metered water usage from the commercial customers’ line on the statement of income.
The Company recognizes lot sales over time as construction activities progress and not necessarily when payment is received. For example, the Company may receive milestone payments before revenue can be recognized (i.e., prior to the Company completing cumulative progress which faithfully represents the transfer of goods and services to the customer) which results in the Company recording deferred revenue. The Company recognizes this revenue into income as construction activities progress, measured based on costs incurred compared to total estimated costs of the project, which management believes is a faithful representation of the transfer of goods and services to the customer.
Revenue allocated to remaining performance obligations such as described above represents contracted revenue that has not yet been recognized, which includes unearned revenue and amounts that will be recognized as revenue in future periods.
12
NOTE 4 – FAIR VALUE MEASUREMENTS
Fair value accounting guidance includes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
The carrying value for certain of the Company’s financial instruments (i.e., cash, restricted cash, short term investments, accounts receivable, accounts payable, accrued liabilities, the SFR Notes and the Lost Creek Note, each as defined in Note 6 below) materially approximate their fair value because of their short-term nature and generally negligible credit losses.
As of February 28, 2025 and August 31, 2024, the Company had no assets or liabilities measured at fair value on a recurring basis. As of February 28, 2025 and August 31, 2024, the Company had one Level 3 asset (notes receivable – related party), for which the Company did not record any impairment charges.
There were no transfers between Level 1, 2 or 3 categories during the three and six months ended February 28, 2025 and February 29, 2024.
NOTE 5 – WATER, LAND AND OTHER FIXED ASSETS
The Company’s water rights and current water and wastewater service agreements, including capitalized terms not defined herein, are more fully described in Note 4 to the 2024 Annual Report.
Investment in Water and Water Systems
The Company’s Investments in water and water systems consist of the following costs and accumulated depreciation and depletion:
Costs
and Depletion
Rangeview water system
24,825
(3,996)
23,381
(3,579)
Rangeview water supply
16,117
(20)
15,889
Water supply – Other
7,647
(2,434)
7,588
(2,307)
Sky Ranch water rights and other costs
7,764
(1,705)
(1,641)
Sky Ranch pipeline
5,740
(1,462)
(1,366)
Lost Creek water supply
10,812
7,357
Fairgrounds water and water system
2,900
(1,635)
(1,591)
Wild Pointe service rights
1,632
(1,353)
(1,261)
Totals
77,437
(12,605)
72,251
(11,765)
Net investments in water and water systems
During the three months ended February 28, 2025 there were no additional acquisitions of water rights. During the six months ended February 28, 2025, the Company’s Lost Creek water supply increased $3.5 million, primarily from the acquisition of 378 acre-feet of ditch water in the Henrylyn Irrigation District and 300 acre-feet of groundwater rights in the Lost Creek Designated Basin.
The Company, the Rangeview Metropolitan District (“Rangeview District”) and the State Land Board filed a Water Court Application on December 31, 2020 seeking: (1) to adjudicate 1,635 acre feet of water from the Box Elder Creek Alluvial aquifer (a new water right), (2) consolidate and enlarge certain reservoirs on the Lowry Ranch, (3) approve new places of use for existing water rights, (4) approve new places of storage for certain water rights, and (5) approve a new alternate diversion point for certain existing water rights. On February 7, 2025, the Water Court denied our new water right application of 1,635 acre feet of Box Elder Creek Alluvial aquifer water, as well as the consolidation and enlargement of certain reservoirs on the Lowry Ranch. Neither of these rulings impacted our existing water rights or existing reservoir storage sites. The Court sought additional information from the parties regarding the three claims which remain outstanding.
13
Construction in Progress
The construction in progress account represents costs incurred on various construction projects currently underway that as of the balance sheet date have not been completed and placed into service. The construction in progress account consists primarily of costs incurred relating to water facilities and Sky Ranch infrastructure being constructed, which Pure Cycle anticipates will be placed in service during the next 12 months. During the three and six months ended February 28, 2025, the Company incurred $0.7 million and $1.1 million of costs related to construction in Sky Ranch and water and wastewater construction projects. The Company capitalized $1.5 million and $2.5 million of costs as projects were completed and placed into service during the three and six months ended February 28, 2025.
Single-Family Rental Homes
As of February 28, 2025, Pure Cycle has 14 single-family detached homes rented under separate lease agreements. Pure Cycle will begin construction on 17 additional rental homes in Phase 2B, all of which the Company believes will be available for rent in fiscal 2025. As of February 28, 2025, the Company had reserved 84 lots in Phases 2B, 2C and 2D of Sky Ranch for future rental units. When combined with the 14 units already built and rented, these additions will bring the total single-family rentals to 98. The Company expects to take approximately three more years to build and rent all these units. Based on these projections, the Company believes this could become a reportable operating segment in the future once its operations become material.
NOTE 6 – DEBT AND OTHER LONG-TERM OBLIGATIONS
As of February 28, 2025, the outstanding principal and deferred financing costs of the Company’s loans are as follows:
Single-Family Rental Home Note Payable
3,920
Lost Creek Note Payable
3,000
Total outstanding principal
6,920
Deferred financing costs
(52)
Less current maturities, net of current deferred financing costs
(252)
As of February 28, 2025, the scheduled maturities (i.e., principal payments) of the Company’s loans are as follows:
Scheduled principal payments
Within 1 year
293
Year 2
1,357
Year 3
348
Year 4
3,141
Year 5
298
Thereafter
1,483
Total principal payments
Total principal payments, net
6,868
SFR Note 1
On November 29, 2021, PCY Holdings, LLC, a wholly owned subsidiary of the Company, entered a Promissory Note (“SFR Note 1”) with its primary bank to reimburse amounts expended for the construction of the first three single-family rental units. The SFR Note 1 has the following terms:
14
SFR Note 2
On August 30, 2023, PCY Holdings, LLC, a wholly owned subsidiary of the Company, entered a Promissory Note (“SFR Note 2”) with its primary bank to reimburse amounts expended for the construction of the next 11 single-family rental homes. The SFR Note 2 has the following terms:
Lost Creek Note
On June 28, 2022, the Company entered a loan with its primary bank to fund the acquisition of 370 acre-feet of water rights the Company acquired on June 27, 2022, in the Lost Creek Designated Groundwater Basin area of Colorado (the “Lost Creek Note”). The Lost Creek Note has an original principal balance of $3.0 million, a ten-year maturity, monthly interest only payments averaging $12,000 per month for thirty-six months which began on July 28, 2022, twenty-four monthly principal and interest payments of $42,000 beginning on July 28, 2025, fifty-nine monthly principal and interest payments of $32,000 beginning on July 28, 2027, and a balloon payment of less than $0.8 million plus unpaid and accrued interest due on June 28, 2032. The Lost Creek Note has a thirty-year amortization period and a fixed per annum interest rate equal to 4.90%. The Lost Creek Note is secured by the Lost Creek Water rights acquired with the note and any fees derived from the use of the Lost Creek Water rights. The Lost Creek Note does not contain any financial covenants.
Working Capital Line of Credit
On January 31, 2024, the Company entered a Business Loan Agreement (“Working Capital LOC”) with its primary bank to provide a $5.0 million operating line of credit. The Working Capital LOC has a two-year maturity, monthly interest only payments if the line is drawn upon with unpaid principal and interest due at maturity, and a floating per annum interest rate equal to the Wall Street Journal Prime Rate (7.5% as of February 28, 2025), which has a floor of 5.00%. In the event of default, the interest rate on the Working Capital LOC would be increased by an additional 2.0%. As of February 28, 2025, the Company has not drawn on the Working Capital LOC.
Letters of Credit
At February 28, 2025, the Company had 11 Irrevocable Letters of Credit (“LOCs”) outstanding. The LOCs are to guarantee the Company’s performance related to certain construction projects at Sky Ranch relating to the delivery of finished lots and as collateral for payment obligations outlined in the construction contract for certain single-family rental homes in Phase 2B. The Company has the intent and ability to perform on the contracts, after which, the LOC’s will expire at various dates from June 2025 through March 2026. As of February 28, 2025, the LOCs totaled $5.6 million, which are secured by cash balances maintained in restricted cash accounts at the Company’s bank, renew annually at various dates and have a 1% annual fee.
15
NOTE 7 – EMPLOYEE STOCK PLANS
The Company reserved 2.0 million shares of common stock for issuance to employees and directors pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 Equity Plan”). As of February 28, 2025, there were 1,973,796 shares available for grant under the 2024 Equity Plan. Prior to the effective date of the 2024 Equity Plan, the Company granted options and stock awards to eligible participants under its 2014 Equity Plan (the “2014 Equity Plan”), which expired on April 12, 2024.
The following table summarizes the combined stock option activity for the 2014 Equity Plan and 2024 Equity Plan for the periods noted:
Number of Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term
Approximate Aggregate Intrinsic Value (in thousands)
Outstanding at August 31, 2024
524,500
9.42
4.7
877
Granted
Net settlement exercised
(35,000)
7.89
Forfeited / Expired
Outstanding at February 28, 2025
489,500
9.52
4.3
1,161
Options exercisable at February 28, 2025
472,500
9.54
4.2
1,116
Outstanding at August 31, 2023
563,000
9.15
5.5
(32,000)
Outstanding at February 29, 2024
531,000
9.36
5.2
689
During the three and six months ended February 28, 2025 and February 29, 2024, the Company had net settlement exercises of stock options, whereby the optionee did not pay cash for the options exercised but instead received the number of shares equal to the difference between the exercise price and the market price on the date of exercise. During the three and six months ended February 28, 2025, net settlement exercises resulted in 13,815 shares being issued and 21,185 options being cancelled in settlement of the shares issued. During the three and six months ended February 29, 2024, net settlement exercises resulted in 13,978 shares being issued and 18,022 options being cancelled in settlement of the shares issued.
The following table summarizes the activity and value of non-vested options under the 2014 Equity Plan and 2024 Equity Plan for the periods presented:
Weighted Average Grant Date Fair Value
Non-vested options outstanding at August 31, 2024
59,000
4.45
Vested
(42,000)
4.66
Non-vested options outstanding at February 28, 2025
17,000
3.93
Non-vested options outstanding at August 31, 2023
111,000
4.47
(52,000)
4.41
Forfeited
Non-vested options outstanding at February 29, 2024
All non-vested options are expected to vest.
On January 15, 2025, the Company’s six non-employee Board members were each granted 2,566 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $11.69. There is no vesting requirement for the unrestricted stock grants.
16
On September 18, 2024, the Company issued certain employees 8,000 shares of restricted stock. These shares vested 20% at the September 18, 2024 grant date, and 20% will vest on each anniversary of the grant date for four years subject to continued employment. On September 18, 2024, the Company also issued an employee 1,200 shares of restricted stock. These shares vest 1/3 at the September 18, 2024 grant date, and 1/3 will vest on each anniversary of the grant date for two years subject to continued employment. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.
On May 22, 2024, the Company issued a non-employee Board member 1,608 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $9.33. There is no vesting requirement for the unrestricted stock grants.
On January 17, 2024, the Company’s six non-employee Board members were each granted 3,006 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $9.98. There is no vesting requirement for the unrestricted stock grants.
On September 19, 2023, the Company issued certain employees 8,000 shares of restricted stock. These shares vested 20% at the September 19, 2023 grant date, and 20% vest each anniversary of the grant date for four years. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.
For the three and six months ended February 28, 2025, the Company recognized $0.2 million and $0.3 million of stock-based compensation expense. For the three and six months ended February 29, 2024, the Company recognized $0.2 million and $0.3 million of stock-based compensation expense.
At February 28, 2025, the Company had unrecognized compensation expenses totaling $0.2 million relating to non-vested options and restricted stock that are expected to vest. The weighted-average period over which these options and shares of restricted stock are expected to vest is approximately two years.
NOTE 8 – RELATED PARTY TRANSACTIONS
The Rangeview Metropolitan District
The Rangeview District and the Company’s agreements with the Rangeview District are described in greater detail in Note 15 to the 2024 Annual Report.
The Rangeview District and the Company have entered into two loan agreements. In 1995, the Company extended a loan to the Rangeview District for borrowings of up to $0.3 million, which is unsecured, and bears interest based on the prevailing prime rate plus 2% (9.5% at February 28, 2025). The maturity date of the loan is December 31, 2025, at which time it automatically renews through December 31, 2026. Beginning in January 2014, the Rangeview District and the Company entered into a funding agreement that allows the Company to continue to provide funding to the Rangeview District for day-to-day operations and accrue the funding into a note that bears interest at a rate of 8% per annum and remains in full force and effect for so long as the 2014 Amended and Restated Lease Agreement among the Rangeview District, the Company, and the State Board of Land Commissioners remains in effect. At February 28, 2025, balance in notes receivable - related parties, other totaled $1.2 million, which included borrowings of $1.2 million and accrued interest of less than $0.1 million. As of August 31, 2024, the principal and interest on both loan agreements totaled $1.2 million, which included $1.2 million of borrowings and less than $0.1 million of accrued interest. During the three and six months ended February 28, 2025, the Company received interest and principal payments totaling $0.1 million from the Rangeview District. During the three and six months ended February 29, 2024, the Company received interest and principal payments totaling $0.1 million from the Rangeview District.
17
Additionally, the Company provides funding to the Rangeview District for the Rangeview District’s participation in the “Wise Partnership.” The WISE Partnership and capitalized terms related to WISE not defined herein are defined in Note 8 to the 2024 Annual Report. During the three months ended February 28, 2025 and February 29, 2024, the Company, through the Rangeview District, recieved no water deliveries from WISE. During the six months ended February 28, 2025 and February 29, 2024, the Company, through the Rangeview District, received metered water deliveries of 30 acre-feet and 65 acre-feet of WISE water, paying $0.1 million and $0.1 million for this water. The cost of WISE water to the members is based on the water rates charged by Aurora Water and can be adjusted each January 1. As of January 1, 2025, WISE water was approximately $7.23 per thousand gallons and such rate will remain in effect through calendar 2025.
Sky Ranch Community Authority Board
The Sky Ranch CAB and the Company’s agreements with the Sky Ranch CAB are described in greater detail in Note 15 to the 2024 Annual Report.
The Sky Ranch Districts and the Sky Ranch CAB are quasi-municipal corporations and political subdivisions of Colorado formed for the purpose of providing service to Sky Ranch. The Sky Ranch CAB was formed to, among other things, design, construct, finance, operate and maintain certain public improvements for the benefit of the property within the boundaries and/or service area of the Sky Ranch Districts. For the public improvements to be constructed and/or acquired, it is necessary for each Sky Ranch District, directly or through the Sky Ranch CAB, to be able to fund the improvements and pay its ongoing operations and maintenance expenses related to the provision of services that benefit the property. To fund these improvements, the Company and the Sky Ranch CAB entered into various funding agreements obligating the Company to advance funds to the Sky Ranch CAB for specified public improvements constructed starting in 2018. All amounts owed under the agreements bear interest at a rate of 6% per annum. Any advances not paid or reimbursed by the Sky Ranch CAB by December 31, 2058, for the first phase and December 31, 2060 for the second phase shall be deemed forever discharged and satisfied in full. The Company has received cumulative, project-to-date payments of $46.9 million from the Sky Ranch CAB for payments on the note receivable including both principal and interest payments.
As of February 28, 2025, the balance of the Company’s advances to the Sky Ranch CAB for improvements, including interest, net of reimbursements from the Sky Ranch CAB total $38.0 million. The advances have been used by the Sky Ranch CAB to pay for construction of public improvements. The Company submits specific costs for reimbursement to the Sky Ranch CAB that have been certified by an independent third-party. The Company anticipates providing additional funding of approximately $17.6 million for construction of public improvements to the Sky Ranch CAB during the remainder of fiscal 2025 related to Phase 2B, Phase 2C, Phase 2D and Phase 2E of the Sky Ranch development. Payments from Sky Ranch CAB are made based on available cashflow from operations or from proceeds from the issuance of bonds.
In fiscal 2022, through a competitive bidding process, the Sky Ranch CAB awarded the Company a contract to construct fencing around Phase 2A of the Sky Ranch Master Planned Community. The contracted bid price is $0.4 million, which is being recognized as revenue as the construction of the fence progresses. Through the same process, the Sky Ranch CAB awarded the Company in fiscal 2024, a contract to construct fencing around Phase 2B of the Sky Ranch Master Planned Community. The contracted bid price is $0.2 million, which is being recognized as revenue as the construction of the fence progresses. During the three months ended February 28, 2025 and February 29, 2024, the Company recognized less than $0.1 million and $0 of revenue related to these contracts. During the six months ended February 28, 2025 and February 29, 2024, the Company recognized $0.1 and less than $0.1 million of revenue related to these contracts.
Nelson Pipeline Constructors LLC
Through a competitive bidding process, the Sky Ranch CAB awarded Nelson Pipeline Constructors, LLC (“Nelson”), a contract to construct the wet utility pipelines in Phase 2A of Sky Ranch. During the three months ended February 28, 2025 and February 29, 2024, the Sky Ranch CAB paid Nelson $0 related to this contract. During the six months ended February 28, 2025 and February 29, 2024, the Sky Ranch CAB paid Nelson $0 and $0.1 million related to this contract. Nelson is majority owned by the chair of the Company’s Board of Directors.
18
NOTE 9 – SIGNIFICANT CUSTOMERS
The Company has significant customers in its operations. The tables below present the percentage of total revenue for the reported customers for the six months ended February 28, 2025 and February 29, 2024. For water and wastewater customers, the Company provides services on behalf of the Rangeview District for which the significant end users include Sky Ranch CAB and two oil & gas operators. The home builders at Sky Ranch account for lot purchase revenue but also for water and wastewater tap fee revenues.
% of Total Revenue Generated From:
KB Home
19
%
Lennar
Melody (DR Horton)
Two oil & gas operators
40
Challenger
Sky Ranch CAB
As of February 28, 2025, 94% of the reported trade accounts receivable balance, excluding oil and gas royalty receivable, is owed to Pure Cycle by the Rangeview District for tap fees, water usage and wastewater treatment fees.
NOTE 10 – ACCRUED LIABILITIES
Accrued compensation
651
1,045
Other operating payables
393
147
Property taxes
756
206
Operating lease obligation, current
85
73
Professional fees
500
(a)
Rental deposits
Total accrued liabilities
Land development costs due to the Sky Ranch CAB
815
1,556
Due to Rangeview Metropolitan District
292
652
Total accrued liabilities - related parties
NOTE 11 – SEGMENT INFORMATION
The Company reports two operating segments which meet segment disclosure requirements, the water and wastewater resource development segment and the land development segment. The single-family rentals, although not currently material to operations and not a required segment disclosure, is presented within the operating segment information below for informational purposes.
The water and wastewater resource development segment includes providing water and wastewater services to customers. The Company delivers these services by using water rights owned or controlled by the Company and developing, operating, and maintaining infrastructure to divert, treat and distribute that water and collect, treat and reuse reclaimed wastewater. The land development segment includes all activities necessary to develop and sell finished lots, which for the three and six months ended February 28, 2025 and February 29, 2024, was done exclusively at the Company’s Sky Ranch Master Planned Community. The single-family rental business includes the monthly rental fees received from the renters under the non-cancellable annual leases.
The tables below present the measure of profit and assets used to assess the performance of the two required segments and the single-family rentals that the Company believes will become a segment for the periods presented:
Water and wastewater resource development
Land development
Single-family rental
Total revenue
2,625
1,252
Cost of revenue
758
1,217
2,000
Total cost of revenue
1,226
Segment profit
1,399
35
1,527
1,816
1,256
778
249
1,060
1,138
678
1,007
92
1,777
5,681
3,824
1,745
1,877
3,715
2,584
Segment (loss) profit
3,097
1,947
5,193
5,097
3,252
1,636
1,016
2,742
2,358
2,739
2,236
144
5,119
The following table summarizes the Company’s total assets by segment. The assets consist of water rights and water and wastewater systems in the Company’s water and wastewater resource development segment; land, land development costs and deposits in the Company’s land development segment; and the cost of the homes in the single-family rental segment. The Company’s other assets (Corporate) primarily consist of cash, short term investments, restricted cash, equipment, and related party notes receivable.
67,912
64,616
9,151
8,521
5,333
5,371
Corporate
67,260
68,846
NOTE 12 – EARNINGS PER SHARE
Earnings per share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted-average shares of common stock outstanding during the period. Certain outstanding options are excluded from the diluted EPS calculation because they are anti-dilutive (i.e., their assumed conversion into common stock would increase rather than decrease EPS). For the three months ended February 28, 2025 and February 29, 2024, the Company excluded 377,040 options and 468,631 options because their impact was anti-dilutive. For the six months ended February 28, 2025 and February 29, 2024, the Company excluded 389,603 options and 466,249 options because their impact was anti-dilutive.
(In thousands, except share and per share amounts)
Basic weighted average common shares
Effect of dilutive securities
112,460
62,369
99,897
64,751
Weighted average shares applicable to diluted earnings per share
Earnings per share - basic
0.00
Earnings per share - diluted
NOTE 13 – INCOME TAXES
The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items. As of February 28, 2025, the Company is estimating an annual effective tax rate of approximately 25%. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to various factors.
The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year considering any items requiring discrete recognition.
The effective income tax rate for the three and six months ended February 28, 2025, was impacted by adjustments related to reconciling items between the Company’s books and tax returns.
In Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), “we,” “us,” “our” and "Pure Cycle" refer to Pure Cycle Corporation and all entities owned or controlled by Pure Cycle Corporation. You should read the following discussion in conjunction with our consolidated financial statements and accompanying notes, related MD&A and discussion of our business included in our Annual Report on Form 10-K for the year ended August 31, 2024 (2024 Annual Report) filed with the United States (U.S.) Securities and Exchange Commission (SEC) and the unaudited consolidated financial statements and accompanying notes included in this Form 10-Q. The results of operations reported and summarized below are not necessarily indicative of future operating results, and future results could differ materially from those anticipated in forward-looking statements (refer to “Disclosure Regarding Forward-Looking Statements” in this Form 10-Q; and Part I, Item 1A. “Risk Factors” in our 2024 Annual Report for further discussion).
We are a diversified water and wastewater service provider, land developer, and home rental company. We provide wholesale water and wastewater services in the Denver, Colorado area, develop land we own into master planned communities, and develop single-family homes for rent. Each of our businesses, providing water and wastewater services, land development and single-family home rentals generate attractive recurring monthly income.
Recent Developments and Economic Conditions
The housing market stabilized in 2024 and into 2025 as the Federal Reserve shifted from an aggressive monetary policy in 2023 to a balanced policy in 2024 and early 2025 with relatively consistent interest rates. However, with the rising interest rates in 2022 and 2023, the 30-year fixed mortgage rates are still at their highest level in over 15 years. Homebuilders' strategic use of interest rate buydowns as incentives has played a crucial role in driving sales during higher levels of interest rates.
Despite recent market uncertainty stemming from anticipated US governmental policy changes, we maintain a positive long-term outlook on land development and the housing market based on fundamental factors remaining positive. These include favorable demographics, the lot and housing supply-demand imbalance resulting from a decade-plus of underproduction of new homes in relation to population growth, and low resale home inventory. While we remain confident in the long-term growth prospects for the industry given these factors, the current demand for new homes is subject to continued uncertainty due to many factors. The combination of higher mortgage interest rates since early 2022, several years of rising housing prices, elevated inflation, and various other macroeconomic and geopolitical concerns, has been moderating housing demand. Although interest and inflation rates have been stabilizing, we expect this moderate demand to continue throughout 2025. Given current conditions, we continue to monitor market dynamics and surrounding community performance and adjust the timing of additional construction expenditures at Sky Ranch as warranted. We believe our reasonably priced (entry level) lots and the low inventory of entry level housing in the Denver market will help Sky Ranch navigate a changing market better than other surrounding and significantly higher priced communities.
Our future performance and the strategies we implement (and adjust or refine as necessary or appropriate) will depend significantly on prevailing economics, the homebuilding industry, capital, credit and financial market conditions and a stable and constructive political and regulatory environment (particularly regarding housing and mortgage loan financing policies and trade policies impacting the cost of construction and building materials). The continuing impact of the Federal Reserve’s aggressive raising of the federal funds interest rate and other measures during 2022 and 2023 to moderate persistent U.S. inflation and the uncertainty in future Federal Reserve monetary policy are expected to be an ongoing headwind for the housing market in 2025 and beyond, as they have elevated mortgage loan interest rates and created macroeconomic uncertainty and volatility across financial markets. Prolonged supply chain disruptions and other production-related challenges could extend or delay our construction cycle times and intensify construction-related cost pressures beyond our experience in 2024. In addition, consumer demand for our homes, and our ability to grow and scale, revenue and returns in fiscal 2025 could be materially and negatively affected by the above-described monetary policy impacts or other factors that curtail mortgage loan availability, employment or income growth or consumer confidence in the U.S. or in the Colorado markets. The potential extent and effect of these factors on our business is highly uncertain, unpredictable and outside our control, and our past performance, including in fiscal 2024, should not be considered indicative of future results.
Our Business Strategy
For more than 30 years, we have accumulated and continue to accumulate a portfolio of valuable water rights, land interests and single-family rental homes along the Front Range of Colorado. We have added an extensive network of wholesale water production, storage, treatment and distribution systems, and wastewater collection and treatment systems that we operate and maintain to serve domestic, commercial, and industrial customers in the eastern Denver metropolitan region. Our primary land asset, known as Sky Ranch, is in one of the most active development areas in the Denver metropolitan region along the rapidly developing I-70 corridor, where we are developing lots for residential, commercial, retail, and light industrial uses. Sky Ranch is zoned to include up to 3,200 single family and multifamily homes, parks, open spaces, trails, recreational centers, schools, and over two million square feet of retail, commercial and light industrial space, all of which will be serviced by our water and wastewater services segment. Additionally, we have retained lots in our Sky Ranch development for our single-family rental business where we build single-family homes for rent, typically under annual lease agreements. With 14 homes currently owned and rented, we continue to expand this new line of business which may include more than 200 rental homes at Sky Ranch over the next several years.
Although we report our results of operations through our water and wastewater resource development segment and our land development segment, we operate these segments as a cohesive business designed to provide a cost effective, sustainable, and value-added business enterprise.
Water and Wastewater
Water resources throughout the western U.S., and particularly in Colorado, are a scarce and valuable resource. Our owned and/or controlled portfolio of more than 30,000 acre-feet of water is comprised of groundwater, designated basin groundwater, and surface water supplies. Our other significant water assets include 26,000 acre-feet of adjudicated reservoir sites, two wastewater reclamation facilities, water treatment facilities, potable and raw water storage facilities, wells and water production facilities, and roughly 50 miles of water distribution and wastewater collection lines. Our water supplies and wholesale facilities are primarily located in southeast Denver, an area which is limited in both water availability and infrastructure to produce, treat, store, and distribute water and wastewater. We believe this provides us with a unique competitive advantage in offering these services.
We provide wholesale water and wastewater service to local governments for both residential and commercial customers. The local governments we serve include the Rangeview Metropolitan District (“Rangeview District”), Arapahoe County, the Sky Ranch Community Authority Board and related metropolitan districts (“Sky Ranch CAB”), and the Elbert and Highway 86 Commercial Metropolitan District (“Elbert 86 District”). Our mission is to provide sustainable, reliable, high-quality water to our customers and collect, treat, and reuse wastewater using advance water treatment systems, which produce high quality reclaimed water we can reuse for outdoor irrigation and industrial demands. By using and reusing our water supplies, we proactively manage our valuable water rights in the water-scarce Denver, Colorado region which dramatically reduces the environmental impact of our water resource operations. We design, permit, construct, operate and maintain wholesale water and wastewater systems that we own or operate on behalf of governmental entities. We also design, permit, construct, operate, and maintain retail distribution and collection systems that we own or exclusively operate on behalf of our governmental customers. Additionally, we handle administrative functions, including meter reading, billing and collection of monthly water and wastewater revenues, regulatory water quality monitoring, sampling, testing, and reporting requirements to the Colorado Department of Public Health and Environment.
Revenues for our water operations are dependent on us growing the number of customers we serve. If we are unable to add customers to our systems and sell taps to builders, our revenues could be negatively impacted. We currently are the developer of the Sky Ranch Master Planned Community, which is the main driver of our tap sales. Prolonged periods of hot and dry weather generally cause increased water usage for watering lawns, washing cars, and keeping parks irrigated. Additionally, prolonged periods of dry weather could lead to drought restrictions and limited water availability. Despite our substantial water supply, customers may be required to conserve water usage under such drought restrictions which would negatively impact metered usage revenues. We have addressed some of this vulnerability by instituting minimum customer charges which are intended to cover fixed costs of operations under all likely weather conditions.
23
Our Land Development segment is primarily focused on developing the Sky Ranch Master Planned Community located along the booming I-70 corridor. We develop and sell residential, commercial, retail, and light industrial lots. Sky Ranch is zoned to include up to 3,200 single-family and multifamily homes, parks, open spaces, trails, recreational centers, and schools. Additionally, Sky Ranch is zoned to include over two million square feet of retail, commercial, and light industrial space, which is the equivalent of approximately 1,800 residential units, meaning the Sky Ranch community at build-out will include a total of roughly 5,000 residential and equivalent units. Our land development activities include the design, permitting, and construction of all the horizontal infrastructure, including, storm water, drainage, roads, curbs, sidewalks, parks, open space, trails, and other infrastructure to deliver “ready to build” finished lots to home builders and commercial customers. Our land development activities generate revenue from the sale of finished lots as well as construction revenues from activities where we construct infrastructure on behalf of others. Land development revenues come from our home builder customers under specific agreements for the delivery of finished lots. Additionally, pursuant to certain agreements with the Sky Ranch CAB and its related metropolitan districts, on their behalf we construct public infrastructure such as roads, curbs, storm water, drainage, sidewalks, parks, open space, trails etc., the costs of which are reimbursed to us by the Sky Ranch CAB through funds generated from property taxes, fees or the issuance of municipal bonds.
Our land development activities provide a strategic complement to our water and wastewater activities because a significant component of any master planned community is providing high quality domestic water, irrigation water, and wastewater to the community. Having control over the land and the water and wastewater services enables us to build infrastructure for potable water and irrigation distribution, wastewater and storm water collection, roads, parks, open spaces, and other investments efficiently and to manage delivery of these investments to match take-down commitments from our home builder customers without significant excess capacity in any of these investments.
We have been developing the Sky Ranch community since 2017 in phases. We believe it will take approximately eight to ten more years to fully develop Sky Ranch. In 2017, we began the initial development phase of Sky Ranch when we entered separate contracts with several national homebuilders, pursuant to which we sold a total of 505 single-family, detached residential lots at Sky Ranch. Pursuant to these agreements, we were obligated to construct infrastructure and other public improvements as well as wholesale infrastructure improvements (i.e., a wastewater reclamation facility and wholesale water facilities). Phase 1 of the Sky Ranch development is complete, and all revenue and costs have been recognized.
During our fiscal 2021, we began construction on the second development phase at Sky Ranch. For this phase, we entered separate contracts with several national homebuilders to sell 938 single-family attached and detached residential lots at Sky Ranch, and we retained approximately 94 lots (through such contracts and subsequent amendments) for use in our single-family home rental business. The second development phase is approximately 250 acres and is being completed in five sub-phases (referred to as Phase 2A, 2B, 2C, 2D and 2E). Due to our strong performance in the first phase of the Sky Ranch project, we were able to realize an approximate 76% increase in our average lot prices in Phase 2. For example, we increased our sales price for a 45’ foot lot from an average of $75,000 to $132,000 and added an escalation clause that increases the prices depending on timing of payments. The timing of cash flows includes certain milestone deliveries such as the completion of governmental approvals for final plats, installation of wet utilities, and final completion of lot deliveries.
In February 2021, we began construction activities in Phase 2A at Sky Ranch, which has 229 residential lots, 10 of which we have retained for use in our single-family rental business. Contracts with three of the four homebuilders include milestone payments as construction progresses, with the fourth homebuilder contract having one payment due at the transfer of title of the finished lots. As of February 28, 2025, Phase 2A of the Sky Ranch development is 100% complete, and we have received all $18.4 million of payments related to the sale of the 219 lots in Phase 2A.
In March 2023, we began construction activities in Phase 2B at Sky Ranch, which is platted for 211 residential lots, 17 of which we have retained for use in our single-family rental business. Contracts with three of the four homebuilders in Phase 2B include milestone payments as construction progresses, with the fourth homebuilder having one payment due at the transfer of title of the finished lots. As of February 28, 2025, Phase 2B of the Sky Ranch development is approximately 95% complete, and we have received all $17.3 million of payments related to the sale of the 211 lots in Phase 2B.
24
In February 2024, we began construction activities in Phase 2C at Sky Ranch, which is platted for 228 residential lots, 40 of which we have retained for use in our single-family rental business. Contracts with three of the four homebuilders in Phase 2C include milestone payments as construction progresses, with the fourth homebuilder having one payment due at the transfer of title of the finished lots. As of February 28, 2025, Phase 2C of the Sky Ranch development is approximately 48% complete. As of February 28, 2025, we received $4.2 million, which consists of the first milestone payments from the three builders with milestone payment contracts and the second milestone payment from one builder. We expect the remaining second milestone and finished lot payments for Phase 2C, which totals $13.5 million, to be received over the next 6 months.
In December 2024, we began construction activities in Phase 2D at Sky Ranch, which is platted for 218 residential lots, 27 of which we have retained for use in our single-family rental business. We are contracted with one homebuilder and are in contract review with another homebuilder in Phase 2D to include milestone payments as construction progresses. We are contracted with a third homebuilder having one payment due at the transfer of title of the finished lots. As of February 28, 2025, Phase 2D of the Sky Ranch development is approximately 18% complete. As of February 28, 2025, we received $1.4 million, which consists of the first milestone payment from the first builder with a milestone payment contract. We expect all milestone payments and finished lot payments for Phase 2D, which total $17.5 million, to be received over the next 12 months.
We recognize revenue earned under contracts with milestone payments over time using the percentage of completion method which aligns the recognition of revenue with the requisite progress made on construction activities. During the three months ended February 28, 2025 and February 29, 2024, due to the construction progress in Phase 2A through 2D, we recognized $1.1 million and $1.2 million of lot sales revenue related to construction at Sky Ranch. During the six months ended February 28, 2025 and February 29, 2024, due to the construction progress in Phase 2A through 2D, we recognized $3.5 million and $3.1 million of lot sales revenue related to construction at Sky Ranch. Due to construction progress, we have recognized a total of $18.4 million of lot sales revenue since construction began on Phase 2A, $16.4 million of lot sales revenue since construction began on Phase 2B, $4.8 million of lot sales revenue since construction began on Phase 2C and $0.8 million of lot sales revenue since construction began on Phase 2D as of February 28, 2025. We expect to recognize the remaining $0.9 million of revenue for Phase 2B over the next 6 months, the remaining $13.0 million of revenue from all four homebuilders for Phase 2C before the end of our fiscal 2025 and the remaining $18.2 million of revenue from our homebuilders for Phase 2D before the end of our fiscal 2025.
We expect to begin construction activities in Phase 2E in the first quarter of fiscal 2026, with the completion of approximately 146 lots by the end of fiscal 2026.
Remaining payments for lot sales and the related revenue for Phase 2D will be recognized as construction of that phase occurs. We believe it will take approximately two more years to complete construction and sell the finished lots in all five subphases depending on market conditions and the permitting process.
In addition to the lot sales described above, from the start of development at Sky Ranch through February 28, 2025, we have received $28.1 million of water and wastewater tap fees from the homebuilders, which is for all 509 taps sold in Phase 1 (with four being allocated to our single-family rentals), all 229 taps sold in Phase 2A (with 10 being allocated to our single-family rentals) and 157 of 211 taps sold in Phase 2B (with 17 allocated to our single-family rentals). The timing of tap sales is dependent on when homebuilders request building permits. Fees charged per water tap are dependent on lot sizes and average water usage across a broad range of housing product types including duplexes and townhomes. For Phase 2 in total, we estimate water and wastewater tap fees will exceed $20.0 million.
Single-Family Rentals
During our fiscal 2021, we launched a new line of business we are referring to as our single-family rental business. During Phase 1 of Sky Ranch, we retained ownership of four residential lots for use in this business. As of February 28, 2025, we have completed 14 single-family homes on these lots which we own, maintain, and have leased to qualified renters under one-year lease terms. We expect to expand our single-family rentals in our second development phase of Sky Ranch by building homes on lots we did not sell to our home builder partners, which we will rent out once completed. As of February 28, 2025, we reserved approximately 94 lots in Phase 2, 10 of which are in Phase 2A and are completed and rented as of February 28, 2025. Additionally, we have reserved 17 lots in Phase 2B, which we anticipate completing in calendar 2025.
We capitalize the costs of the homes and when applicable depreciate the costs over periods not exceeding thirty-years. Lease income is recorded monthly as earned and renters are typically under a one-year lease. We began recognizing monthly lease income for the first three rental units on November 1, 2021.
Results of Operations
Executive Summary
For the three months ended February 28, 2025 and February 29, 2024, we generated net income of $0.8 million and $0.1 million, respectively. The increase was primarily due to an increase in oil and gas royalty income. The decrease in water sales to oil and gas operators for drilling purposes in 2025 was offset by an increase in water and wastewater tap fee revenue and an increase in oil and gas royalty income. Lot sales revenue is recognized using the percentage of completion method, which is based on progress of construction. Despite increased challenges in the housing market, our land development activities continue to perform well, as we continue construction on Phase 2B, 2C and now 2D at Sky Ranch. The increase in cost of revenue was due to an increase in estimated cost for Phase 2B as well as increased property tax due to our accelerated development schedule.
For the six months ended February 28, 2025 and February 29, 2024, we generated net income of $4.7 million and $2.2 million, respectively. The increase was primarily due to an increase in oil and gas royalty income. Total revenue increased over the two periods as well. Lot sales revenue is recognized using the percentage of completion method, which is based on progress of construction. Despite increased challenges in the housing market, our land development activities continue to perform well and increased compared to the prior year period, as we continue construction on Phase 2B, 2C and now 2D at Sky Ranch. The decrease in water sales to oil and gas operators for drilling purposes in 2025 was offset by an increase in water and wastewater tap fee revenue and an increase in oil and gas royalty income.
The tables below present our consolidated results of operations for the three and six months ended February 28, 2025 and February 29, 2024.
(In thousands, except for water deliveries and taps sold)
$ Change
% Change
Water and wastewater resource development revenue
45
Land development revenue:
(79)
(7)
183
(6)
798
Water and wastewater development cost of revenue
88
Land development cost of revenue
968
389
Single-family rental cost of revenue
(8)
(24)
74
General and administrative expense and depreciation
2,854
2,145
709
959
261
Other income, net
2,403
527
356
Income taxes
551
691
586
Basic EPS
Diluted EPS
Water delivered (acre-feet)
(340)
(84)
Water taps sold
52
Wastewater taps sold
Lots delivered
26
Water and wastewater resource revenue
584
Land development revenue
344
228
162
Water and wastewater resource cost of revenue
861
1,090
4,801
3,731
1,070
Operating income
(996)
(72)
5,892
1,573
4,319
275
760
98
2,563
117
0.11
367
1,028
(661)
(64)
72
480
Three and Six Months Ended February 28, 2025 Results Compared to 2024
For the three and six months ended February 28, 2025, total revenue increased as compared to 2024, primarily due to water and wastewater tap fee revenue in 2025. Lot sales are recognized using the percentage of completion method. Construction activity increased in 2025. During the three months ended February 28, 2025, we were developing in Phase 2A, Phase 2B, Phase 2C and Phase 2D, compared to Phase 2A and Phase 2B in the three months ended February 29, 2024, resulting in more revenue being recognized. The decrease in water sales was driven by a decline in oil and gas drilling activities within our service area in 2025. This was offset by an increase in water and wastewater tap fee revenue. Tap fee revenue timing is dependent on the timing of builders filing for building permits, which has increased with the development of Phase 2B in 2025.
For the three and six months ended February 28, 2025, total costs of revenue increased as compared to 2024, primarily due to an increase in estimated cost for Phase 2B as well as increased property tax due to our accelerated development schedule.
For the three and six months ended February 28, 2025, general and administrative expense increased as compared to 2024, due to an accrual for legal fees booked in 2025 and increased expenses associated with additional employees hired in 2025 due to our continuing growth and accelerated development schedule.
For the three and six months ended February 28, 2025, other income increased as compared to 2024 primarily due to royalty revenues from our oil and gas mineral interest at Sky Ranch, from the completion of an additional six wells in 2024 which began producing during this fiscal year.
For the three and six months ended February 28, 2025, water deliveries decreased as compared to 2024 primarily due to decrease of water sales to oil and gas operators.
27
Water and Wastewater Resource Development Results of Operation
(In thousands, except for water deliveries)
Municipal water usage
Commercial water usage
(1,320)
(89)
Other revenue
(21)
Total segment revenue
Water service costs
Wastewater service costs
44
51
Total expenses
Segment operating income
721
106
Water deliveries (acre-feet)
Sky Ranch
49
145
Wild Pointe
(2)
O&G operations
374
(367)
(98)
Total water deliveries
46
(2,438)
(67)
3,011
518
(11)
(179)
223
96
358
On Site
(1)
(50)
Commercial sales - export water and other
143
43
34
184
890
(706)
For the three and six months ended February 28, 2025, municipal water usage was consistent with 2024. Commercial water usage revenue decreased for the three and six months ended February 28, 2025 compared to 2024 due to decreased water sales to oil and gas operators.
28
For the three and six months ended February 28, 2025, wastewater treatment fees increased slightly as compared to 2024 primarily due to new Sky Ranch customers.
For the three and six months ended February 28, 2025, water and wastewater tap sales increased compared to 2024 due to the timing of finished lots at Sky Ranch in 2025. Tap sales are driven by builders obtaining building permits in anticipation of home closings.
Land Development Results of Operations
Project management revenue
(4)
(0)
Land development construction and project management costs
(972)
(97)
572
(289)
(13)
For the three months ended February 28, 2025, lot sales revenue decreased as compared to 2024 due to an increase in estimated cost to complete Phase 2B in fiscal 2025. For the six months ended February 28, 2025, lot sales revenue increased as compared to 2024 due to having three phases under construction Phase 2B, 2C and 2D in 2025. Per lot revenue is expected to increase as we complete each of the five subphases of Phase 2. Revenue from builder contracts is recognized over time with progress measured under the percent of completion method; therefore, revenue will fluctuate due to timing of construction activities throughout Phase 2.
For the three and six months ended February 28, 2025, land development construction costs increased compared to 2024 due to an increase in estimated cost for Phase 2B as well as increased property tax due to our accelerated development schedule.
Single-Family Rental Results of Operations
In fiscal 2021, we began construction on homes for our single-family rental business. Each home is rented under a one-year non-cancellable lease agreement. The costs reflected as cost of sales for the rental units include a pro-rata share of the annual property taxes and insurance related specifically to the rental units as well as immaterial fees related to the operations and maintenance assessments from the Sky Ranch CAB that are assessed to every home in Sky Ranch. Our tenants are responsible for all other utilities including water and wastewater services that are paid to us through the Rangeview District. As of February 28, 2025, the Company had a total of 14 units rented.
Liquidity, Capital Resources and Financial Position
As of February 28, 2025, our working capital, defined as current assets less current liabilities, was $19.8 million, which included $16.8 million in cash and cash equivalents. All our cash is maintained at high-credit quality institutions, and we follow a diversified investment approach for our cash and cash equivalents by maintaining such funds with a portfolio of banks in high quality, highly liquid, short-term deposits and investments, to mitigate banking concentration risk. We believe that as of February 28, 2025, and as of the date of the filing of this Quarterly Report on Form 10-Q, we have sufficient working capital to fund our operations for the next 12 months. Our expected obligations for the next 12 months are described below.
Sky Ranch Development
Phase 1 of the Sky Ranch development is complete, Phase 2 began in February 2021, which is being done in five subphases, of which Phase 2A, Phase 2B, Phase 2C and Phase 2D are being actively developed as of February 28, 2025. We estimate total costs to complete the infrastructure (including public improvements) for all 886 lots in the first four subphases of Phase 2 to total $81.1 million. Of this, we anticipate spending up to $24.2 million in the next 12 months, and we anticipate receiving approximately $32.1 million in milestone and finished lot payments from our builder customers. Additionally, we expect to receive tap fee payments from our builder customers over the same period. The amounts we expect to spend and receive in the next 12 months are dependent on the pace of construction in Phase 2B, Phase 2C and Phase 2D. We believe water and wastewater tap fees as well as progress payments from our homebuilder customers and our existing cash balances will fund our obligations for the next 12 months.
Single-Family Rental Construction Contract
As of February 28, 2025, we have entered into contracts with national home builders to construct 17 rental units at Sky Ranch in Phase 2B. The contracted construction costs for all 17 units in Phase 2B will be approximately $6 million. As of February 28, 2025, we had incurred $0.3 million of these construction costs. We anticipate financing the majority of the remaining cost for Phase 2B rental units in fiscal 2025.
South Metropolitan Water Supply Authority (“SMWSA”) and the Water Infrastructure Supply Efficiency Partnership (“WISE”)
We have entered into a financing agreement that obligates us to fund the Rangeview District’s cost of participating in WISE. We anticipate investing up to $1.0 million in total through fiscal year 2025 to fund the Rangeview District’s obligation to purchase water and fund development of infrastructure for WISE, its obligations related to SMWSA, and the construction of a connection to the WISE system. In exchange for funding the Rangeview District’s obligations in WISE, we have the sole right to use and reuse the Rangeview District’s 9% share of the WISE water and infrastructure to provide water service to the Rangeview District’s customers and to receive the revenue from such service. Our current WISE subscription entitles us to approximately 3.0 million gallons per day of transmission pipeline capacity and up to 900 acre-feet per year of water.
Summary Cash Flows Table
Cash (used) provided by:
Operating activities
5,912
351
Investing activities
(3,936)
(123)
Financing activities
(5)
Net Change in cash
1,971
For the six months ended February 28, 2025, we used cash as follows:
Critical Accounting Policies and Use of Estimates
Our critical accounting policies and estimates are described in “Critical Accounting Policies and Estimates” within Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 3 of our 2024 Annual Report. The accounting policies and estimates used in preparing our interim consolidated financial statements for the three and six months ended February 28, 2025, are the same as those described in our 2024 Annual Report. There have been no changes to our critical accounting policies during the three and six months ended February 28, 2025. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from the interim financial statements included in this Quarterly Report on Form 10-Q pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. The unaudited consolidated financial statements and other information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto in our 2024 Annual Report.
Not applicable.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. The President and the Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of February 28, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, the President and the Chief Financial Officer each concluded that as of February 28, 2025, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial Reporting
No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company, Rangeview District and the State Land Board filed a Water Court Application in Colorado Water Court Division 1 on December 31, 2020, seeking: (1) to adjudicate 1,635 acre feet of water from the Box Elder Creek Alluvial aquifer (a new water right), (2) consolidate and enlarge certain reservoirs on the Lowry Ranch, (3) approve new places of use for existing water rights, (4) approve new places of storage for certain water rights, and (5) approve a new alternate diversion point for certain existing water rights. On February 7, 2025, the Water Court denied our new water right application of 1,635 acre feet of Box Elder Creek Alluvial aquifer water, as well as the consolidation and enlargement of certain reservoirs on the Lowry Ranch. Neither of these rulings impacted our existing water rights or existing reservoir storage sites. The Court sought additional information from the parties regarding the three claims which remain outstanding.
On November 2, 2022, our Board of Directors approved a stock repurchase program. The program is open-ended and authorizes repurchases of up to an aggregate of 200,000 shares of common stock in the open market. During the quarter ended February 28, 2025, the Company repurchased 16,000 shares of common stock under the repurchase program. The following table summarizes the purchase of our common stock during the quarter ended February 28, 2025 and through April 7, 2025:
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchase as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
December 2024
6,000
12.62
124,074
January 2025
10,000
11.99
114,074
April 2025
10.19
112,074
18,000
11.60
Exhibit Number
Description
31.1
Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2
Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1
Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2
Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
101.INS
Inline XBRL Instance Document. *
101.SCH
Inline XBRL Taxonomy Extension Schema Document. *
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104
Cover page formatted as inline XBRL and contained in Exhibit 101
*
Filed herewith.
**
Furnished herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
/s/ Marc S. Spezialy
Marc S. Spezialy
Vice President and Chief Financial Officer
April 9, 2025