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, 2021 ("2021 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; Part II, Item 1A. "Risk Factors" in this Form 10-Q; and Part I, Item 1A. "Risk Factors" in our 2021 Annual Report for further discussion).

We are a diversified water resource and land development company. At our core, we are a wholesale water and wastewater service provider, and we develop land we own into master planned communities. Our newest business is the development of single-family homes held for rental purposes. Both the land development and single-family home rental lines of business generate customers and usage fees for our water and wastewater resource development business.

Our Business Strategy

Over the past 30+ years, we have accumulated a large portfolio of valuable water rights and land interests in Colorado. We have added an extensive network of wholesale water production, storage, treatment and distribution systems, and wastewater collection and treatment systems that we use to serve domestic, commercial, and industrial customers in the eastern Denver metropolitan region. Our primary land asset, Sky Ranch, is in one of the most active development areas in the Denver metropolitan region along the rapidly developing I-70 corridor, and we are developing lots at Sky Ranch for residential, commercial, retail, and light industrial uses. We also



                                       22

Table of Contents

have launched a single-family rental business where we are renting homes in Sky Ranch to families under annual lease agreements. We plan to expand this new line of business to more than 200 rental units over the next several years.

Although we currently 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 United States and more prominently in Colorado are a scarce and valuable resource. Our portfolio of 29,500 acre-feet is comprised of 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 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 service include the Rangeview Metropolitan District (Rangeview District), Arapahoe County, the Sky Ranch Community Authority Board (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. Additionally, prolonged periods of hot and dry weather generally cause increased water usage for watering lawns, washing cars, and keeping parks irrigated. Conversely, prolonged periods of dry weather could lead to drought restrictions and limited water availability. Despite our substantial water supply, customers may be required to cut back 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.

Land Development

Our Land Development segment is primarily focused on developing the Sky Ranch Master Planned Community located along the booming I-70 corridor to provide residential, commercial, retail, and light industrial lots. Sky Ranch is zoned to include up to 3,400 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 1,600 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.



                                       23

Table of Contents

Our land development activities provide a strategic complement to our water and wastewater services 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 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. We are developing it in phases, which is anticipated to take approximately eight to ten more years until it is fully built out. In 2017, we began the initial development phase of Sky Ranch when we entered separate contracts with Richmond American Homes, Taylor Morrison, and KB Home, 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), all of which are substantially complete as of May 31, 2022. As of May 31, 2022, we have incurred a total of $35.9 million in costs related to the development of the first phase of Sky Ranch, which is complete. The total cost of the initial development phase included $32.3 million of public improvements which are reimbursable to us from the Sky Ranch CAB. Of this amount, as of May 31, 2022, we have received a total of $11.0 million in reimbursements from the Sky Ranch CAB. We believe the remaining reimbursables, and associated interest, will be repaid to us from future fees, property taxes, and municipal bonds generated by the Sky Ranch CAB as the project continues to grow its assessed value and tax base. As homes at Sky Ranch have sold faster than anticipated (as of May 31, 2022, there are more than 450 homes sold and occupied in the first development phase), and assessed values have exceeded early estimates, the Sky Ranch CAB has developed an established tax basis, which we believe provides support for the intent and ability of the Sky Ranch CAB to repay the amounts owed to us. We believe it is probable that a substantial portion of the amounts owed to us by the Sky Ranch CAB will be repaid when the Sky Ranch CAB issues municipal bonds. We anticipate the next bond offering being completed before August 31, 2022, and we believe it is probable we will receive at least $16.0 million from this bond offering.

During our fiscal 2021, we began construction on the second development phase at Sky Ranch. For this phase we entered into separate contracts with KB Home, Lennar Colorado, Melody (a DR Horton Company) and Challenger Homes to sell 804 single-family attached and detached residential lots at Sky Ranch. The second development phase will incorporate approximately 250 acres and is planned to be completed in four sub-phases (referred to as Phase 2A, 2B, 2C and 2D). Due to our strong performance in the first phase of the Sky Ranch project, we were able to realize an approximate 40% increase in our average lot prices. For example, we increased our sales price for a 50' foot lot from $75,000 to $108,000 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 on Phase 2A at Sky Ranch, which is platted for 229 residential lots. We have retained ten of these lots for use in our single-family rental business. As of May 31, 2022, we have received plats and substantially completed the grading and wet utilities, along with approximately half the roads, sidewalks and dry utilities for Phase 2A. Contracts with three of the four homebuilders include milestone payments as construction progresses. We recognize the revenue earned under these contracts over time using the percentage of completion method to measure progress. As a result of the construction activities completed on Phase 2A, we have received a total of $7.9 million in milestone payments. The final milestone payments of $3.4 million from these three builders will be due when we complete the lots, which is anticipated to be in fiscal 2022. We estimate Phase 2A is about 67% complete. During the three and nine months ended May 31, 2022, due to the construction progress, we recognized $1.0 million and $5.3 million of lot sale revenue related to Phase 2A. The remaining $3.8 million of revenue will be recognized over time as Phase 2A construction is completed, which we expect will be substantially complete within three months. The fourth builder contract is a finished lot contract recognized at the point-in-time control transfers to the builder, which means when we complete their 64 Phase 2A lots, anticipated to be during the fourth quarter of fiscal 2022. We will receive $7.0 million in cash when control of the completed lots is transferred to that builder.

Payments for lot sales and the related revenue for Phases 2B, 2C, and 2D will occur as construction of those phases occurs. We believe construction of Phase 2B will begin in the fall of 2022. We further believe it will take approximately three years to complete construction and sell the finished lots in all four subphases depending on the market conditions and permitting process.

In addition to the lot sales and reimbursable costs described above, from the start of development at Sky Ranch through May 31, 2022, we have received $16.4 million of water and wastewater tap fees from the homebuilders, which includes $14.8 from the first development phase and $1.6 from Phase 2A. Timing of tap sales is dependent on when homebuilders begin requesting building permits. Fees charged



                                       24

  Table of Contents

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 2A we estimate water and wastewater tap fees will exceed $4.0 million.

During the nine months ended May 31, 2022, we entered various agreements to sell approximately 32 acres of undeveloped land in Sky Ranch for $1.6 million to a charter school operator for the purpose of constructing and operating a charter school. Simultaneously, pursuant to Arapahoe County land development regulations, all land developments must dedicate land or pay cash-in-lieu of the land dedication to the school district in which the development is located. The amount to be dedicated is calculated pursuant to the County's standard. Simultaneously with the sale of land to the charter school operator, we made a $1.6 million cash-in-lieu payment to the Bennett School District, which the amount is the cash-in-lieu equivalent obligation for this phase of the Sky Ranch Development. The land sale agreements include requirements for us to construct, or have constructed, certain improvements leading to the school site such as roads, sidewalks, and landscaping, all of which were already planned to be constructed as part of the overall master development for Sky Ranch. The cash-in-lieu and land sale were accounted for in other income, net.

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 our initial development phase of Sky Ranch, we retained ownership of four residential lots for use in this business. As of May 31, 2022, we have finished building three single-family homes which we own, maintain, and have leased to qualified renters under one-year lease terms. Construction of the fourth home began after May 31, 2022, prior to the filing of this Form 10-Q, and we expect it to be completed in the fall of 2022. We intend to expand our single-family rentals in our second development phase of Sky Ranch by building and renting homes on the 46 lots we did not sell to our home builder partners.

We capitalize the costs of the homes and when applicable amortize the costs over periods not exceeding thirty-years. Lease income is recorded monthly as earned. We began recognizing monthly lease income for the first three rental units on November 1, 2021.

On November 15, 2021, we entered into a contract with the builder of the first three rental homes to build a fourth rental unit, and on April 25, 2022, we entered in a contract with the builder of the first three homes to build ten rental units in phase 2A of Sky Ranch. The fourth rental unit is under construction and expected to be complete near the end of our fiscal 2022. The ten rental units in phase 2A are expected to break ground during the fourth quarter of fiscal 2022 with delivery dates throughout fiscal 2023.

Impacts of COVID-19 and the resulting economic conditions

The ongoing COVID-19 pandemic has impacted global economies, the rate of inflation, supply chains, distribution networks and consumer behavior around the world. These issues, including the inflationary environment, has worsened during the first nine months of fiscal year 2022 resulting in higher prices which have impacted our operations, but not materially. Like many other businesses, our contractors have experienced delays in receiving materials and parts, but we have been able to adjust our purchases and operations enough to reduce the impact this has had on our construction and other activities. The severity and duration of the COVID-19 pandemic, as well as the current inflationary environment, remain uncertain and it is difficult for us to estimate the extent to which these conditions will impact our financial results and operations in future periods.

As the COVID-19 pandemic continues, we have continued to enforce many safety measures enacted to protect the health and well-being of our employees, customers, business partners, and their families. While state and local mandates have eased, we continue to encourage voluntary vaccinations and healthy practices such as hand washing, disinfecting, social distancing, and face coverings when necessary. We have been able to maintain our level of efficiency with the use of video conferencing and electronic data sharing platforms. We were informed that our builder customers continue to use precautionary measures to ensure the safety of their employees, customers, business partners, and their families. These measures varied by builder. As a result, some of our builder customers reported material net housing order declines early in the pandemic; however, they are also reporting material increases in orders since the stay-at-home orders have been reduced. The most dramatic impact on our operations has been the delay in inspections, the permit process and other activities requiring the involvement of governmental agencies due to pandemic-related restrictions imposed on their operations. We expect COVID-19 to continue to play a role in potential delays related to the second development phase at Sky Ranch due to rapidly changing governmental orders, city and country shutdowns, and public health concerns. All our operations are located in Colorado and travel and related restrictions have not impacted our operations.



                                       25

  Table of Contents

Results of Operations

Consolidated Results of Operations - Three Months Ended May 31, 2022 and 2021

Executive Summary

For the three months ended May 31, 2022, we generated operating income of $0.6 million. This represented an increase from the comparable period in 2021 of $0.3 million or 90%. The increase was primarily driven by increased lot sales recognized pursuant to the percentage of completion method as Phase 2A continues developing. Although for the three months ended May 31, 2022, we realized increased water deliveries, primarily from sales to oil and gas operators for drilling wells, the revenue reported did not reflect a similar increase. This is due to 2021 having higher water and wastewater tap sales due to the first phase of development at Sky Ranch being in its final stages of development during 2021. The table below presents the summarized consolidated financial results.



                                             Three Months Ended
(In thousands, except for water
deliveries and taps sold)              May 31, 2022      May 31, 2021      $ Change      % Change
Water and wastewater resource
development revenue                   $        2,011    $        2,198    $     (187)         (9) %
Land development revenue:
Lot sales                                      1,070               445            625         140 %
Project management fees                           81                23             58         252 %
Single-family rental                              25                 -             25           - %
Total revenue                                  3,187             2,666            521          20 %

Water and wastewater development
cost of revenue                                1,097               841            256          30 %
Land development cost of revenue                 288                99            189         191 %
Single-family rental cost of
revenue                                            9                 -              9           - %
Total cost of revenue                          1,394               940            454          48 %

General and administrative expense
and depreciation                               1,169             1,398          (229)        (16) %
Operating income                                 624               328            296          90 %

Other income, net                                459               454              5           1 %
Income taxes                                   (246)             (158)             88          56 %
Net income                            $          837    $          624    $       213          34 %

Basic EPS                             $         0.03    $         0.03    $         -           - %
Diluted EPS                           $         0.03    $         0.03    $         -           - %

Water delivered (thousands of
gallons)                                      59,826            16,541         43,285         262 %
Water and wastewater taps sold                    45                59           (14)        (24) %


Total revenue increased in the third quarter of fiscal 2022 as compared to 2021, primarily due to increased lot sale revenue recognize using the percentage of completion method in 2022 as Phase 2A is progressing and rental income from our first three rental homes.

Costs of revenue increased in the third quarter of fiscal 2022 as compared to 2021 primarily due to increased costs related to the sale of water to oil and gas operators for drilling purposes as well as increased lot construction costs as Phase 2A progresses. As detailed further below (in the Land Development results of operations section), we are now recording the reimbursable public improvements as a receivable from the Sky Ranch CAB resulting in lower cost of sales being recorded for land development activities at Sky Ranch.

General and administrative expense decreased in the third quarter of fiscal 2022 as compared to 2021 primarily due to us receiving a tax credit of $0.2 million pursuant to the employee retention credit program.

Water deliveries increased substantially in the third quarter of fiscal 2022 as compared to 2021 primarily due to increased water sales to oil and gas operators for drilling purposes.

Water and wastewater tap sales declined in the third quarter of fiscal 2022 as compared to 2021 due to timing of closings at Sky Ranch. Tap sales are driven by builders obtaining building permits in anticipation of home closings. As of May 31, 2022, permits issued for



                                       26

  Table of Contents

Phase 2A were limited to model homes and two of the three builders are sold out in the first development phase. As construction nears completion on Phase 2A and builders start taking contracts for homes, we anticipate tap sales to increase.

Consolidated Results of Operations - Nine months Ended May 31, 2022 and 2021

Executive Summary

For the nine months ended May 31, 2022, we generated operating income of $3.6 million. This represented an increase from the comparable period in 2021 of $0.3 million or 8.0%. The increase was primarily driven by increased lot sales recognized pursuant to the percentage of completion method as Phase 2A continues developing. Although for the nine months ended May 31, 2022, we realized increased water deliveries, primarily from sales to oil and gas operators for drilling wells, the revenue reported did not reflect a similar increase. This is due to the 2021 results reflecting a one-time $0.8 million of revenue being recognized due to a prepaid water purchase contract expiring, resulting in the oil and gas operator forfeiting the payment and ability to use the water, resulting in a one-time recognition of revenue. Additionally, project management fees are lower in 2022 compared to 2021, which is due to 2021 including the recognition of prior project management fees that were previously deemed uncollectible until 2021. The nine months ended May 31, 2022, operating income was positively impacted by the increased lot sale revenues under the percentage-of-completion method, the addition of our single-family rental units, and the recognized interest income on the note receivable from the Sky Ranch CAB. These increases were partially offset by increased general and administrative expenses as well as the costs associated with increased water sales and lot development costs. The table below presents the summarized consolidated financial results.



                                             Nine Months Ended
(In thousands, except for water
deliveries and taps sold)              May 31, 2022      May 31, 2021      $ Change     % Change
Water and wastewater resource
revenue                               $        5,891    $        7,386    $  (1,495)        (20) %
Land development revenue
Lot sales                                      5,644             3,316         2,328          70 %
Project management fees                          529             1,571       (1,042)        (66) %
Single-family rental                              59                 -            59           - %
Total revenue                                 12,123            12,273         (150)         (1) %

Water and wastewater resource cost
of revenue                                     3,109             2,862           247           9 %
Land development cost of revenue               1,160             2,087         (927)        (44) %
Single-family rental cost of
revenue                                           16                 -            16           - %
Total cost of revenue                          4,285             4,949         (664)        (13) %

General and administrative expense
and depreciation                               4,227             3,986           241           6 %
Operating income                               3,611             3,338           273           8 %

Other income, net                              1,657            20,844      (19,187)        (92) %
Income taxes                                 (1,224)           (5,906)       (4,682)        (79) %
Net income                            $        4,044    $       18,276    $ (14,232)        (78) %

Basic EPS                             $         0.17    $         0.77    $   (0.60)        (78) %
Diluted EPS                           $         0.17    $         0.76    $   (0.59)        (78) %

Water delivered (thousands of
gallons)                                     274,978           126,253       148,725         118 %
Water and wastewater taps sold                    81               146          (65)        (45) %


Despite an increase in water sales to oil and gas operators, for the nine months ended May 31, 2022, total revenue decreased as compared to 2021, primarily due to lower water fees recognized because 2021 included a one-time revenue recognition amount. Additionally, the prior year had higher tap sales as the first development phase of Sky Ranch was wrapping up and homebuilders selling out final lots. This was partially offset by the current period having higher lot sales recognized pursuant to the percentage of completion method as Phase 2A development is occurring.



                                       27

  Table of Contents

For the nine months ended May 31, 2022, costs of revenue decreased as compared to 2021, primarily due to decreased lot construction costs. Although Phase 2A is progressing, which increased revenues, due to the reduction in land development costs associated with reimbursable public improvements as described in Note 2 to the 2021 Annual Report, our cost of lot sales as a percentage of revenue have dropped significantly resulting in better margins on the second phase.

For the nine months ended May 31, 2022, general and administrative expense increased slightly compared to 2021 primarily due to increased head count and increases in certain legal and professional fees due to the second development phase at Sky Ranch, partially offset by the receipt of $0.2 million of tax credits resulting from the employee retention credit program.

For the nine months ended May 31, 2022, other income, net, is comprised mainly of interest income on the Sky Ranch CAB note. For the nine months ended May 31, 2021, we recognized $20.8 million of public improvements and interest income on the outstanding note receivable related to reimbursable public improvements.

For the nine months ended May 31, 2022, water deliveries increased as compared to 2021 primarily due to increased water sales to oil and gas operators.

For the nine months ended May 31, 2022, water and wastewater tap sales declined as compared to 2021 due to timing of closings at Sky Ranch. Tap sales are driven by builders obtaining building permits in anticipation of home closings. As of May 31, 2022, permits issued for Phase 2A were limited to model homes and two of the three builders are sold out in the first development phase. As construction nears completion on Phase 2A and builders start taking contracts for homes, we anticipate tap sales to increase.

Water and Wastewater Resource Development Results of Operations



                                        Three Months Ended
(In thousands, except for
water deliveries)                 May 31, 2022      May 31, 2021      $ Change     % Change
Metered water usage from:
Municipal water usage            $           94    $           63    $       31          49 %
Commercial water usage                      549               147           402         273 %
Wastewater treatment fees                    66                51            15          29 %
Water and wastewater tap fees             1,273             1,856         (583)        (31) %
Other revenue                                29                81          (52)        (64) %
Total segment revenue                     2,011             2,198         (187)         (9) %

Water service costs                         560               316           244          77 %
Wastewater service costs                    109               102             7           7 %
Depreciation                                349               358           (9)         (3) %
Other                                        79                65            14          22 %
Total expenses                            1,097               841           256          30 %

Segment operating income         $          914    $        1,357    $    (443)        (33) %

Water deliveries (thousands
of gallons)
On Site                                     175               475         (300)        (63) %
Export - Commercial                       2,636             4,827       (2,191)        (45) %
Sky Ranch                                10,318             7,389         2,929          40 %
Wild Pointe                               5,668             3,850         1,818          47 %
O&G operations                           41,029                 -        41,029           - %
Total water deliveries                   59,826            16,541        43,285         262 %

Municipal water usage revenue increased in the third quarter of fiscal 2022 as compared to 2021 primarily due to new customers being added at Sky Ranch as homes continue to sell. Commercial water usage increased in the third quarter of fiscal 2022 as compared to 2021 due to increased water sales to oil and gas operators for drilling as well as the additional public parks and open areas at Sky Ranch.

Wastewater treatment fees increased in the third quarter of fiscal 2022 as compared to 2021 primarily due to new Sky Ranch customers in our water and wastewater resource development segment.



                                       28

Table of Contents

Water and wastewater tap sales declined in the third quarter of fiscal 2022 as compared to 2021 due to timing of closings at Sky Ranch. Tap sales are driven by building permit applications and are not contractually established with the builders. As of May 31, 2022, permits issued for Phase 2A were limited to model homes and two of the three builders are sold out in the first development phase. As construction nears completion on Phase 2A and builders start taking contracts for homes, we anticipate tap sales to increase. During the three months ended May 31, 2022, the average price of a Sky Ranch water and wastewater tap was $34,000 per tap, compared to $31,000 per tap for the three months ended May 31, 2021.

Water service costs increased during the third quarter of fiscal 2022 as compared to 2021 primarily due to the increased water needed for oil and gas operations.

Wastewater service costs increased slightly during the third quarter of fiscal 2022 as compared to 2021 primarily due to an increase in the number of customers served at Sky Ranch requiring more staff and materials.

Water deliveries increased during the second quarter of fiscal 2022 as compared to 2021 primarily due to the sale of water to oil and gas operations and new Sky Ranch and Wild Pointe customers.



                                        Nine Months Ended
(In thousands, except for
water deliveries)                 May 31, 2022      May 31, 2021      $ Change     % Change
Metered water usage from:
Municipal water usage            $          498    $          171    $      327         191 %
Commercial water usage                    2,462             2,062           400          19 %
Wastewater treatment fees                   185               144            41          28 %
Water and wastewater tap fees             2,447             4,522       (2,075)        (46) %
Other revenue                               299               487         (188)        (39) %
Total segment revenue                     5,891             7,386       (1,495)        (20) %

Water service costs                       1,419             1,074           345          32 %
Wastewater service costs                    337               258            79          31 %
Depreciation                              1,055             1,077          (22)         (2) %
Other                                       298               453         (155)        (34) %
Total expenses                            3,109             2,862           247           9 %

Segment operating income         $        2,782    $        4,524    $  (1,742)        (39) %

Water deliveries (thousands
of gallons)
On Site                                  24,372             3,715        20,657         556 %
Export - Commercial                      11,353             7,276         4,077          56 %
Sky Ranch                                31,899            22,044         9,855          45 %
Wild Pointe                              15,384            13,052         2,332          18 %
O&G operations                          191,970            80,166       111,804         139 %
Total water deliveries                  274,978           126,253       148,725         118 %

For the nine months ended May 31, 2022, municipal water usage increased as compared to 2021 primarily due to new Sky Ranch customers in our water and wastewater resource development segment as well as increased water usage due to landscaping and irrigation usage. For the nine months ended May 31, 2022, commercial water usage increased as compared to 2021 due to increased water sales to oil and gas operators for drilling.

For the nine months ended May 31, 2022, wastewater treatment fees increased as compared to 2021 primarily due to new Sky Ranch customers in our water and wastewater resource development segment.

For the nine months ended May 31, 2022, water and wastewater tap sales declined as compared to 2021 due to timing of closings at Sky Ranch. Tap sales are driven by building permit applications and are not contractually established with the builders. As of May 31, 2022, permits issued for Phase 2A were limited to model homes and two of the three builders are sold out in the first development phase. As construction nears completion on Phase 2A and builders start taking contracts for homes, we anticipate tap sales to increase.



                                       29

Table of Contents

For the nine months ended May 31, 2022, water service costs increased as compared to 2021 primarily due to increased water production costs for oil and gas operations.

For the nine months ended May 31, 2022, wastewater service costs increased as compared to 2021 primarily due to new Sky Ranch customers being added to the wastewater system requiring additional staff to provide required services.

For the nine months ended May 31, 2022, water deliveries increased as compared to 2021 primarily due to the sale of water to oil and gas operations and new Sky Ranch and Wild Pointe customers.

Land Development Results of Operations



                                              Three Months Ended
(In thousands)                         May 31, 2022       May 31, 2021       $ Change     % Change
Lot sales                             $        1,070     $           445    $      625         140 %
Project management revenue                        81                  23            58         252
Total revenue                                  1,151                 468           683         146 %

Land development construction and
project management costs                         288                  99           189         191 %

Segment operating income              $          863     $           369    $      494         134 %

Lot sales revenue increased in the third quarter of fiscal 2022 as compared to 2021 due to the progress made on Phase 2A at Sky Ranch. Additionally, the price per lot for delivered lots in the second development phase increased on average 40% over the first phase. Per lot revenue will remain consistent for all four subphases of the second development phase. Revenue for three of the four builder contracts in the second development phase is recognized over time with progress measured under the percent of completion method. Therefore, revenue will fluctuate due to timing of construction activities throughout the second phase.

Land development construction costs increased in the third quarter of fiscal 2022 as compared to 2021 primarily due to phase one being nearly complete in the second quarter of fiscal 2021 and Phase 2A progressing in 2022, which are offset by reimbursable public improvements being reflected as a receivable from the Sky Ranch CAB instead of as a cost of land development.



                                                Nine Months Ended
(In thousands)                         May 31, 2022      May 31, 2021     $ Change     % Change
Lot sales                             $        5,644     $       3,316    $   2,328          70 %
Project management revenue                       529             1,571      (1,042)        (66)
Total revenue                                  6,173             4,887        1,286          26 %

Land development construction and
project management costs                       1,160             2,087        (927)        (44) %

Segment operating income              $        5,013     $       2,800    $   2,213          79 %

For the nine months ended May 31, 2022, lot sales revenue increased as compared to 2021 due to the progress made on Phase 2A at Sky Ranch. Additionally, the price per lot for delivered lots in the second development phase increased on average 40% over the first development. Per lot revenue will remain consistent for all four subphases of the second development phase. Revenue for three of the four builder contracts in the second development phase is recognized over time with progress measured under the percent of completion method; therefore, revenue will fluctuate due to timing of construction activities throughout the second phase.

In the second quarter of fiscal 2021, we recognized $1.5 million of project management revenues related to prior periods due to the determination that reimbursable costs due from the Sky Ranch CAB were not deemed probable of collection prior to that period. In the second quarter of fiscal 2021, we determined collection of project management fees was probable and after that point began recognizing project management fees as revenue.



                                       30

Table of Contents

For the nine months ended May 31, 2022, land development construction costs decreased as compared to 2021 primarily due to phase one being nearly complete and lower per lot costs due to reimbursable public improvements being reflected as a receivable from the Sky Ranch CAB instead of as a cost of land development. These declines were partially offset by the costs recognized as Phase 2A progresses.

Single-Family Rental Results of Operations

In fiscal 2021 we began construction on three homes that were completed and put into service on November 1, 2021. All three homes were rented effective November 1, 2021, under one year lease agreements. For the three and nine months ended May 31, 2022, the revenue presented in the statement of operations is the amount received since November 1, 2021, for each respective period presented. 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. In the first quarter of fiscal 2022, we contracted for the construction of the fourth rental home, which we anticipate being completed and ready for rental in the beginning of our fiscal 2023. In the third quarter of fiscal 2022, we contracted for the construction of ten rental units in Phase 2A, which we anticipate being completed and ready for rental beginning in the second quarter of our fiscal 2023.

Liquidity, Capital Resources and Financial Position

As of May 31, 2022, our working capital, defined as current assets less current liabilities, was $18.6 million, which included $5.4 million in cash and cash equivalents. We believe that as of May 31, 2022 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 twelve months. Our expected obligations for the next twelve months are described below.

Sky Ranch Development

The first development phase at Sky Ranch is complete. We began construction of the second phase in February 2021, which is being done in four subphases, of which Phase 2A is the only one being actively developed. We estimate total costs to complete the infrastructure (including public improvements) for the 850 lots in the second phase of Sky Ranch to be $65.0 million. Of this, we anticipate spending $18.8 million in the next twelve months, and we anticipate receiving $18.8 million in milestone and completed lot payments from the home builders over the same period. We also believe we will receive payments from the Sky Ranch CAB against the note receivable during the fourth quarter of fiscal 2022, generated from both unencumbered funds at the Sky Ranch CAB due to recurring tax payments received by the Sky Ranch CAB and from one or more bond issuances. There are no assurances the Sky Ranch CAB will be able to issue bonds during this period; however, based on discussions with the Sky Ranch CAB board, we believe the Sky Ranch CAB will complete one or more bond offerings for at least $24.0 million in the next two months. We believe future revenues from 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.

ECCV Capacity Operating System

The Rangeview District may purchase water produced from East Cherry Creek Valley Water and Sanitation District's (ECCV) Land Board system, which we would pay for pursuant to our funding agreements with the Rangeview District. Our costs associated with the use of the ECCV system were a flat fee of eight thousand dollars per month from January 1, 2013 through December 31, 2021. From January 1, 2021 through April 2032, the fee decreased to three thousand dollars per month. Additionally, we pay a fee per 1,000 gallons of water produced from the ECCV system, which is included in the water usage fees charged to customers. The ECCV system is anticipated to continue to cost us approximately ten thousand dollars per month to maintain going forward.

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 $1.0 million in 2022 and $5.8 million in total for the fiscal years 2023 through 2025 to fund the Rangeview District's obligation to purchase water and 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



                                       31

Table of Contents

to receive the revenue from such service. Our current WISE subscription entitles us to approximately three million gallons per day of transmission pipeline capacity and 900 acre-feet per year of water.

Construction of Public Improvements at School Site

During the nine months ended May 31, 2022, we entered into various contracts related to the sale of land in Sky Ranch to a charter school operator. These agreements included a development agreement whereby we agreed to build or have built various public improvements (mainly roads, sidewalks and landscaping) leading to the school site. The agreements require us to build two roads and related items by defined dates. In addition, the charter school operator is required to construct one road with related items for which we will pay 50% of the costs. All construction items are required to be completed by defined dates, and if not completed, we could owe the charter school up to $4.0 million in liquidated damages. We have already begun construction and believe the construction will be completed in a timely manner. We estimate we will spend $4.0 million over the next eighteen months completing these items, which are public improvements; therefore, we believe these costs will be reimbursed by the Sky Ranch CAB.



Summary Cash Flows Table

                                   Nine Months Ended
(In thousands)               May 31, 2022      May 31, 2021      $ Change     % Change
Cash (used) provided by:
Operating activities        $     (11,933)    $          193    $ (12,126)     (6,283) %
Investing activities               (3,794)           (2,253)       (1,541)        (68) %
Financing activities                 1,033                59           974       1,651 %

Net Change in cash          $     (14,694)    $      (2,001)    $ (12,693)       (634) %

For the nine months ended May 31, 2022, operating activities used a net $11.9 million of cash, which is due to positive net income being offset by income tax payments, use of cash to fund construction activities (including the public improvements) at Sky Ranch, and timing of when payments are remitted to vendors.

We anticipate continuing to spend cash for the construction activities at Sky Ranch for the foreseeable future.

For the nine months ended May 31, 2022, investing activities used $3.8 million in cash. The majority of this was related to the land development activities in the second development phase of Sky Ranch.

For the nine months ended May 31, 2022, financing activities produced $1.0 million of cash, mainly from the receipt of $1.0 million in proceeds from a loan to fund construction of the new single-family rental units.

Off-Balance Sheet Arrangements

Our only off-balance sheet arrangement consists of the contingent portion of the Comprehensive Amendment Agreement No. 1 associated with the acquisition of our Rangeview Water Supply as described in Note 5 to the 2021 Annual Report.

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 2 of the Notes to Consolidated Financial Statements in "Financial Statements and Supplementary Data" included in our 2021 Annual Report. The accounting policies and estimates used in preparing our interim consolidated financial statements for the three months ended May 31, 2022 are the same as those described in our 2021 Annual Report. There have been no changes to our critical accounting policies during the three or nine months ended May 31, 2022. 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 2021 Annual Report.



                                       32

Table of Contents

© Edgar Online, source Glimpses