Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, reviewed and evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2021, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.
This Form 10-K does not include an attestation report of our registered public accounting firm because, as a smaller reporting company and non-accelerated filer, our registered public accounting firm is not required to issue such an attestation report.
Changes in Internal Control over Financial Reporting
In August 2021 we converted our accounting platform which allowed us to implement more robust automated controls with regards to financial reporting. There was no material change in our internal control over financial reporting during the fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 will be included under the following captions in our definitive proxy statement relating to our 2022 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021 (the "Proxy Statement") and is incorporated herein by reference: “Proposal One: Election of Directors”, “Executive Officers”, “Other Matters—Delinquent Section 16(a) Reports”, “Other Matters—Code of Ethical Business Conduct”, and “Corporate Governance—Board and Committee Information”.
ITEM 11. EXECUTIVE COMPENSATION
We are a smaller reporting company as defined in the Exchange Act and are not required to provide certain disclosures regarding executive compensation required of certain larger public companies.
The information required by this Item 11 will be included under the following captions in our Proxy Statement and is incorporated herein by reference: “Corporate Governance—Compensation of Directors” and “Executive Compensation”.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 will be included under the following captions in our Proxy Statement and is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information”.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 will be included under the following captions in our Proxy Statement and is incorporated herein by reference: “Corporate Governance—Independence of Directors” and “Certain Relationships and Related Transactions”.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 will be included under the following caption in our Proxy Statement and is incorporated herein by reference: “Audit Matters—Independent Auditor’s Fees”.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Financial Statement Schedules.
Our consolidated financial statements are included in Part II, Item 8 of this Form 10-K. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are included in the consolidated financial statements, including the notes thereto, or are inapplicable, and therefore have been omitted.
(b) Exhibit
See Exhibit Index.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit Method of Filing
2.1.1 Arrangement Agreement
Incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
2.1.2 Plan of Arrangement
Incorporated by reference to Exhibit 2.1.2 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on April 13, 2016
3.1 Second Amended and Restated Certificate of Incorporation of Global Water Resources, Inc.
Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016
3.2 Amended and Restated Bylaws of Global Water Resources, Inc.
Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016
4.1 Form of Common Stock Certificate
Incorporated by reference to Exhibit 4.1 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on April 26, 2016
4.2 Form of 4.38% Senior Secured Notes, Series A due on June 15, 2028
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016
4.3 Form of 4.58% Senior Secured Notes, Series B due on December 15, 2036
Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016
4.4 Description of Company's securities
Incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed with the SEC on March 5, 2020.
10.1 Settlement Agreement for Stipulated Condemnation with the City of Buckeye, Arizona, dated March 19, 2015
Incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.2 License Agreement with City of Maricopa, Arizona, dated November 9, 2006
Incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.3 Employment Agreement with Ron Fleming, dated May 4, 2021*
Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021
10.4 Employment Agreement with Michael J. Liebman, dated May 4, 2021*
Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021
10.5 Employment Agreement with Christopher D. Krygier, dated May 4, 2021*
Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021
10.6 Infrastructure Coordination Agreement with Pecan Valley Investments, LLC, dated January 28, 2004
Incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.7 Infrastructure Coordination Agreement with JNAN, LLC, dated July 1, 2004
Incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.8 Infrastructure Coordination and Finance Agreement with Dana B. Byron and Jamie Maccallum, dated July 21, 2006
Incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.9 Infrastructure Coordination and Finance Agreement with The Orchard at Picacho, LLC, dated January 8, 2008
Incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.10 Infrastructure Coordination, Finance and Option Agreement with Sierra Negra Ranch, LLC, dated July 10, 2006
Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.11 Infrastructure Coordination and Finance Agreement, dated December 20, 2007
Incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.12.1 GWR Global Water Resources Corp. Stock Option Plan*
Incorporated by reference to Exhibit 10.17.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.12.2 First Amendment to GWR Global Water Resources Corp. Stock Option Plan, dated September 12, 2012*
Incorporated by reference to Exhibit 10.17.2 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
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Exhibit
Number Description of Exhibit Method of Filing
10.12.3 Second Amendment to GWR Global Water Resources Corp. Stock Option Plan*
Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016
10.12.4 Third Amended to Global Water Resources, Inc. Stock Option Plan*
Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2018
10.13.1 Employment Agreement with Joanne Ellsworth, dated November 9, 2021*
Filed herewith
10.13.1 Global Water Resources, Inc. First Amended and Restated Stock Appreciation Rights Plan, dated March 23, 2015*
Incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.13.2 Amendment to Global Water Resources, Inc. First Amended and Restated Stock Appreciation Rights Plan*
Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016
10.14.1 Global Water Resources, Inc. Deferred Phantom Stock Unit Plan, dated January 1, 2011*
Incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.14.2 Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan*
Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016
10.14.3 Second Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan*
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on August 8, 2017
10.14.4 Third Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan*
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 6, 2017
10.14.5 Fourth Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan*
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on March 13, 2018
10.15.1 Global Water Resources, Inc. Phantom Stock Unit Plan, dated May 1, 2015*
Incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.15.2 Amendment to Global Water Resources, Inc. Phantom Stock Unit Plan*
Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016
10.16.1 GWR Global Water Resources Corp. Deferred Phantom Stock Unit Plan, dated January 1, 2011*
Incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
10.16.2 Amendment to GWR Global Water Resources Corp. Deferred Phantom Stock Unit Plan*
Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016
10.17 Securities Purchase Agreement, dated June 5, 2013
Incorporated by reference to Exhibit 10.22 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on March 17, 2016
10.18 Amended and Restated Agreement, dated September 10, 2019, by and among certain wholly-owned subsidiaries of Global Water Resources, Inc. and Global Water Management, LLC
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on September 12, 2019
10.19.1 Note Purchase Agreement, dated as of May 20, 2016, by and among Global Water Resources, Inc. and certain Initial Purchasers
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2016
10.19.2 Amendment No. 1 to Note Purchase Agreement, dated December 19, 2017, by and among Global Water Resources, Inc. and the noteholders party thereto
Incorporated by reference to Exhibit 10.1 of the Company's Current Report Form 8-K filed with the SEC on December 22, 2017
10.19.3 Amendment No. 2 to Note Purchase Agreement dated May 20, 2016 and Amendment No. 1 to Security Agreements dated as of June 24, 2016, dated April 18, 2018, by and among Global Water Resources, Inc., Global Water, LLC, West Maricopa Combine, LLC, U.S. Bank, National Association, as collateral agent, and the noteholders party thereto
Incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K filed with the SEC on April 25, 2018
10.20 Guaranty Agreement, dated as of June 24, 2016, by Global Water, LLC
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016
10.21 Guaranty Agreement, dated as of June 24, 2016, by West Maricopa Combine, Inc.
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016
10.22 Pledge and Security Agreement, dated as of June 24, 2016, by and between Global Water Resources, Inc. and U.S. Bank National Association, as collateral agent
Incorporated by reference to the Exhibit 10.4 to Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016
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Exhibit
Number Description of Exhibit Method of Filing
10.23 Pledge and Security Agreement, dated as of June 24, 2016, by and between Global Water, LLC and U.S. Bank National Association, as collateral agent
Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016
10.24 Pledge and Security Agreement, dated as of June 24, 2016, by and between West Maricopa Combine, Inc. and U.S. Bank National Association, as collateral agent
Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016
10.25 Standstill Agreement, dated March 19, 2021, by and among Global Water Resources, Inc., Levine Investments Limited Partnerships, William S. Levine, Jonathan L. Levine, and Andrew M. Cohn
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on March 24, 2021
10.26 Global Water Resources, Inc. 2018 Stock Option Plan*
Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2018
10.27 Global Water Resources, Inc. 2020 Omnibus Incentive Plan*
Incorporated by reference to Exhibit 10.10 of the Company's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020
10.28 Loan Agreement, dated April 30, 2020, by and between Global Water Resources, Inc. and The Northern Trust Company
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed May 6, 2020
10.29 Guaranty Agreement, dated as of April 30, 2020, by Global Water, LLC
Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed May 6, 2020
10.30 Guaranty Agreement, dated as of April 30, 2020, by West Maricopa Combine, LLC
Incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed May 6, 2020
10.31 Pledge and Security Agreement, dated as of April 30, 2020, by and between Global Water Resources, Inc. and U.S. Bank National Association, as collateral agent
Incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed May 6, 2020
10.32 Pledge and Security Agreement, dated as of April 30, 2020, by and between Global Water LLC and U.S. Bank National Association, as collateral agent
Incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed May 6, 2020
10.33 Pledge and Security Agreement, dated as of April 30, 2020, by and between West Maricopa Combine, LLC and U.S. Bank National Association, as collateral agent
Incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K filed May 6, 2020
10.34 Restricted Stock Agreement with Ron L. Fleming, dated May 8, 2020*
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed May 8, 2020
10.35 Restricted Stock Agreement with Michael J. Liebman, dated May 8, 2020*
Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed May 8, 2020
10.36 Form of Restricted Stock Agreement*
Incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed May 8, 2020
10.37 Modification Agreement dated April 30, 2021, by and between Global Water Resources, Inc. and The Northern Trust Company
Incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021
10.38 Guaranty Agreement, dated as of April 30, 2021, by Global Water Holdings, Inc.
Incorporated by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021
10.39 Pledge and Security Agreement, dated as of April 30, 2021, by and between Global Water Holdings, Inc. and The Northern Trust Company
Incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021
14.1 Code of Ethics
Incorporated by reference to Exhibit 14.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016
21.1 Subsidiaries of Global Water Resources, Inc.
Filed herewith
23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
Filed herewith
24.1 Power of Attorney
See signature page hereto
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Filed herewith
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
Filed herewith
32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
Furnished herewith
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Exhibit
Number Description of Exhibit Method of Filing
99.1 Arizona Corporation Commission Decision No. 74364
Incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) Filed herewith
* Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Global Water Resources, Inc.
Date: March 10, 2022 By: /s/ Ron L. Fleming
Ron L. Fleming
President, Chief Executive Officer and Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ron L. Fleming and Michael J. Liebman, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Ron L. Fleming President, Chief Executive Officer, and Chairman of the Board March 10, 2022
Ron L. Fleming (Principal Executive Officer)
/s/ Michael J. Liebman Chief Financial Officer and Corporate Secretary March 10, 2022
Michael J. Liebman (Principal Financial and Accounting Officer)
/s/ Jonathan L. Levine Director March 10, 2022
Jonathan L. Levine
/s/ Richard M. Alexander Lead Independent Director March 10, 2022
Richard M. Alexander
/s/ Andrew M. Cohn Director March 10, 2022
Andrew M. Cohn
/s/ Debra Coy Director March 10, 2022
Debra Coy
/s/ Brett Huckelbridge Director March 10, 2022
Brett Huckelbridge
/s/ David Rousseau Director March 10, 2022
David Rousseau
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