What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-03-07 compared with 2023-03-09 · 68 added, 44 removed, 366 unchanged (23% of the section changed)

6 unchanged sentences

• Employing respected subject matter experts and retaining thought and application leaders;

• Leading outreach and educational initiatives to ensure all stakeholders including customers, development partners, regulators, and utility staff are knowledgeable on the principles and practices of our Total Water Management approach;

• Establishing partnerships with communities, developers, and industry stakeholders to gain support of our Total Water Management principles and practices.

Serving more than 74,000 people in approximately 29,000 homes within our 397 square miles of certificated service areas as of December 31, 2022, GWRI provides water and wastewater utility services under the regulatory authority of the ACC.

Approximately 91.0% of the active service connections are customers of Global Water - Santa Cruz Water Company, Inc.

• Establishing partnerships with communities, developers, and industry stakeholders to gain support of the Total Water Management principles and practices.

Serving more than 82,000 people in approximately 32,000 homes within the Company’s 408 square miles of certificated service areas as of December 31, 2023, the Company provides water and wastewater utility services under the regulatory authority of the ACC.

Approximately 89.3% of the active service connections are customers of the Company’s the Company’s Global Water - Santa Cruz Water Company, Inc.

(“Santa Cruz”) and Global Water - Palo Verde Utilities Company, Inc.

10 unchanged sentences

The activities of these businesses include the building, financing, and operating of water and wastewater utilities, utility repair services, contract operations, laboratory services, manufacturing and distribution of infrastructure and technology components, and other specialized services.

At present, the Company does not perform any unregulated services.

Table of Con tents

Key Characteristics of the U.S.

2 unchanged sentences

• Significant Constraints on the Availability of Fresh Water .

In Arizona, the Arizona Department of Water Resources ("ADWR") estimates that annual water usage is 7 million acre-feet per year.

In Arizona, the Arizona Department of Water Resources (“ADWR”) estimates that annual water usage is 7 million acre-feet per year, as of 2017.

Arizona has the right to use 2.8 million acre-feet from the Colorado River and approximately half of that can be delivered through the Central Arizona Project, a 336-mile long system of aqueducts, tunnels, pumping plants, and pipelines from the Colorado River to central Arizona.

33 unchanged sentences

• Outsourcing involves municipally-owned utilities contracting with private sector service providers to provide services, such as meter reading, billing, maintenance, or asset management services.

Table of Con tents

• Public-private partnerships among government, operating companies, and private investors include arrangements, such as design, build, and operate contracts;

18 unchanged sentences

Components of our Total Water Management approach include:

• Regional planning to reduce overall design and implementation costs, leveraging the benefits of replicable designs, gaining the benefits of economies of scale, and enhancing the Company’s position as a primary water and wastewater service provider in the region.

• Regional planning to reduce overall design and implementation costs, leveraging the benefits of replicable designs, gaining the benefits of economies of scale, and enhancing the Company’s position as a premier water and wastewater service provider in the region.

◦ For example, the Company has secured four separate area-wide Clean Water Act Section 208 Regional Water Quality Management Plans in its major planning areas, covering more than 500 square miles of land.

5 unchanged sentences

Because the Company requires developers

Table of Con tents

to take back and utilize recycled water within their communities and invest in “purple pipe” recycled water infrastructure during the initial development of subdivisions, the Company is now able to distribute the majority of its recycled water back to the community for beneficial purposes.

22 unchanged sentences

and allow for proactive maintenance and lower costs related to efficient real-time operations.

◦ Automated Meter Reading.

◦ Automated Meter Infrastructure.

The Company has implemented automated meter reading for 99% of its active customers with a substantial proportion of its remaining customers in the process of or being, or planned to be, upgraded with such functionality.

Currently, all meters in our Maricopa service areas allow for automated meter reading.

Currently, all meters in our Maricopa service areas allow for automated meter infrastructure.

This technology reads each meter numerous times per day (often hourly) and continuously transmits the meter readings back to a centralized data base through a communications tower and cellular transmission units.

2 unchanged sentences

With this data, we can better model demand usage, identify system water loss, identify leaks on the customer side of the meter, monitor for abnormal usage, and present interval, hourly, daily, weekly, or monthly usage back to the customers.

Table of Con tents

◦ Back-Office Technologies and Paperless Billing.

23 unchanged sentences

A summary description of our utilities at December 31, 2023 is set forth in the following table and described in more detail below:

Utility Date of Acquisition (A) or Formation (F) Service Provided Square Miles of Service Area (1)(2) Active Service Connections (2) Average Monthly Rate Per Service Connection

Table of Con tents

Utility Date of Acquisition (A) or Formation (F) Service Provided Square Miles of Service Area (1)

Active Service Connections

Average Monthly Rate Per Service Connection

Global Water - Santa Cruz Water Company, Inc.

9 unchanged sentences

2018 (A) Water 7 962 82

Global Water - Red Rock Water Company, Inc.

2018 (A) Water 7.0 0 0

Global Water - Francesca Water Company, Inc.

10 unchanged sentences

2022 (A) Water 9 79 77

Global Water - Farmers Water Company, Inc.

2023 (A) Water 21 3,462 27

Total 408 61,791

(1) Certified areas may overlap in whole or in part for separate utilities.

(2) In February 2023 the Company completed the acquisition of Farmers Water Co., an operator of a water utility with service area in Sahuarita, Arizona and in unincorporated Pima County, Arizona.

The acquisition added approximately 3,300 active water connections and 21.5 square miles of service area.

Refer to Note 16 - "Subsequent Events" of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this report for additional details.

The City of Maricopa is located in Pinal County approximately 12 miles south of Phoenix.

The relative proximity to a significant urban center, coupled with relatively abundant and inexpensive land, were the key drivers of the real estate boom experienced by this community.

While growth has slowed nationally over the past five years, the City of Maricopa continues to grow, as demonstrated by our addition of 12,692 active service connections, which represents 6.6% annualized growth from December 2017 to December 2022.

The City of Maricopa continues to grow, as demonstrated by our addition of 12,959 active service connections, which represents 6.1% annualized growth from December 2018 to December 2023.

Development in the area is still considered to be affordable with the median home value being $341,000 compared to $429,000 in the Phoenix Metro area.

3 unchanged sentences

We acquired Santa Cruz and Palo Verde in 2004.

Santa Cruz serves 26,737 active service connections as of December 31, 2022 and revenues from Santa Cruz represented approximately 40.0% and 39.5% of our total revenue for the years ended December 31, 2022 and 2021, respectively.

Santa Cruz served 27,766 active service connections as of December 31, 2023 and revenues from Santa Cruz represented approximately 39.3% and 40.0% of our total revenue for the years ended December 31, 2023 and 2022, respectively.

In January 2022, Santa Cruz acquired Twin Hawks Utility, Inc., which added 18 new connections to Santa Cruz, at the time of acquisition.

Palo Verde serves 26,415 active service connections as of December 31, 2022 and revenues from Palo Verde represented approximately 51.8% and 50.7% of our total revenue for the years ended December 31, 2022 and 2021, respectively.

Palo Verde served 27,421 active service connections as of December 31, 2023 and revenues from Palo Verde represented approximately 47.9% and 51.8% of our total revenue for the years ended December 31, 2023 and 2022, respectively.

The Santa Cruz and Palo Verde service areas include approximately 205 square miles, which we believe provide further opportunities for growth.

Most of the Santa Cruz and Palo Verde infrastructure is less than nineteen years old.

Santa Cruz and Palo Verde provide water and wastewater services, respectively, under an innovative public-private partnership memorandum of understanding with the City of Maricopa in Pinal County for approximately 278 square miles of its

planning area.

Most of the Santa Cruz and Palo Verde infrastructure is less than twenty years old.

Santa Cruz and Palo Verde provide water, wastewater, and recycled water services, respectively, under an innovative public-private partnership memorandum of understanding with the City of Maricopa in Pinal County for approximately 278 square miles of its planning area.

We signed a similar memorandum of understanding with the City of Casa Grande to partner in providing water, wastewater, and recycled water services to an approximate 100 square miles of its western region for anticipated growth.

Table of Con tents

Rate proceedings were completed in 2022 for both Santa Cruz and Palo Verde , which resulted, among other things, in consolidation of the following utilities into Santa Cruz:

1 unchanged sentence

(water services only)

• Global Water - Picacho Cove Water (water services only)

• Global Water - Picacho Cove Water Company, Inc.

(water services only)

In addition, the following utilities were consolidated into Palo Verde:

3 unchanged sentences

(wastewater services only)

Prior to the consolidation in 2022, Global Water - Red Rock Utilities Company, Inc.

provided water and wastewater utility services in Pinal County and had a service area for water utility service in Pima County.

Only service areas located in Pinal County were consolidated into Santa Cruz and Palo Verde.

Refer to the Pima County section for information on Global Water - Red Rock Water Company, Inc.

which holds the Pima County water utility service area.

For additional information related to the rate case, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Rate Case Activity”, included in Part II, Item 7 of this report and Note 2 – “Regulatory Decision and Related Accounting and Policy Changes” of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this report.

Maricopa County

We operate in this region through Global Water - Belmont Water Company, Inc.

("Belmont"), Global Water - Hassayampa Utilities Company, Inc.

We operate in this region through Global Water - Belmont Water Company, Inc., Global Water - Hassayampa Utilities Company, Inc.

(“Hassayampa”), and Global Water - Turner Ranches Irrigation, Inc.

As a result of the rate proceedings completed in 2022, Belmont was formed and consolidated the following utilities:

• Global Water - Greater Tonopah Water Company, Inc.

("Greater Tonopah")

As a result of the rate proceedings completed in 2022, which resulted, among other things, in consolidation of the following utilities into Global Water - Greater Tonopah Water Company, Inc.:

• Global Water - Northern Scottsdale Water Company, Inc.

2 unchanged sentences

(“Eagletail”)

The rate proceedings also resulted in the consolidated of Global Water - Balterra Utilities Company, Inc.

Global Water - Greater Tonopah Water Company, Inc.

was then renamed Global Water - Belmont Water Company, Inc.

The rate proceedings also resulted in the consolidation of Global Water - Balterra Utilities Company, Inc.

into Hassayampa.

Belmont serves 580 active service connections as of December 31, 2022.

Belmont served 622 active service connections as of December 31, 2023.

The service areas include approximately 111 square miles and provides water services to Maricopa County west of the Hassayampa River and to two small subdivisions in northern Scottsdale.

2 unchanged sentences

We formed Hassayampa in 2005.

Hassayampa is a wastewater utility and has a CC&N for approximately 43 square miles in an area in western Maricopa County known as Tonopah.

Hassayampa is a wastewater utility and has a Certificate of Convenience & Necessity (“CC&N”) for approximately 43 square miles in an area in western Maricopa County known as Tonopah.

Hassayampa currently has no active service connections;

5 unchanged sentences

(“Valencia”) and Water Utility of Greater Buckeye (“Greater Buckeye”).

Valencia was consolidated with Greater Buckeye in 2008, and on July 14, 2015, we closed the stipulated condemnation to transfer the operations and assets of Valencia to the City of Buckeye.

See Note 1 — “Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements — Corporate Transactions — Stipulated Condemnation of the

1 The Red Rock service area includes territories in both Pinal and Pima Counties, however, only the Pinal County service area was consolidated into Santa Cruz.

At this time, the Pima County service area has no active service connections.

Operations and Assets of Valencia Water Company, Inc.” of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this report for additional information.

Valencia was consolidated with Greater Buckeye in 2008, and on July 14, 2015, we closed the stipulated condemnation to transfer the operations and assets of Valencia to the City of

Table of Con tents

See Note 1 — “Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements — Corporate Transactions — Stipulated Condemnation of the Operations and Assets of Valencia Water Company, Inc.” of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this report for additional information.

For additional information related to the rate case, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Rate Case Activity”, included in Part II, Item 7 of this report and Note 2 — “Regulatory Decision and Related Accounting and Policy Changes” of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this report.

4 unchanged sentences

(“Lyn Lee”), Global Water - Las Quintas Serenas Water Company, Inc.

(“Las Quintas Serenas”), and Global Water - Rincon Water Company, Inc.

(“Las Quintas Serenas”), Global Water - Rincon Water Company, Inc.

(“Rincon”), Red Rock-Pima, and Global Water - Farmers Company, Inc.

We acquired Mirabell in October 2020.

Mirabell serves 61 active water connections as of December 31, 2022.

Mirabell served 61 active water connections as of December 31, 2023.

Mirabell has a CC&N for 0.4 square miles located in the southwest area of Tucson, Arizona.

1 unchanged sentence

Francesca is located in the southwest area of Tucson, Arizona whereas Tortolita and Lyn Lee are located in Marana, Arizona.

As of December 31, 2022, Francesca, Tortolita, and Lyn Lee serve 121, 23, and 39 active water connections, respectively.

As of December 31, 2023, Francesca, Tortolita, and Lyn Lee served 119, 23, and 38 active water connections, respectively.

We acquired Las Quintas Serenas in November 2021.

Las Quintas Serenas serves 1,252 active water connections with approximately 2.5 square miles of service area located in Sahuarita, Arizona.

In January 2022, the Company acquired the assets of Rincon Water Company, Inc., a water utility serving Sahuarita, Arizona through 80 connections and approximately 9 square miles of service area.

Las Quintas Serenas served 1,238 active water connections with approximately 3.0 square miles of service area located in Sahuarita, Arizona.

In January 2022, the Company acquired the assets of Rincon Water Company, Inc., a water utility serving the vicinity of Vail, Arizona.

As of December 31, 2023, Rincon served 79 active water connections with approximately 9.0 square miles of service area.

Global Water - Red Rock Water Company, Inc.

(“Red Rock”) was acquired by the Company in 2018 and holds service areas located in Pima County .

At this time, Red Rock has no active service connections.

In February 2023, the Company completed the acquisition of Farmers Water Co., an operator of a water utility with service area in Sahuarita, Arizona and in unincorporated Pima County, Arizona.

As of December 31, 2023, Farmers served 3,462 active water connections with approximately 21.0 square miles of service area.

Our water and wastewater utility operations are subject to extensive regulation by U.S.

7 unchanged sentences

Although these organizations may lack regulatory or enforcement authority, they may be influential in achieving service quality and rate improvements for customers.

Table of Con tents

We maintain a comprehensive environmental program which addresses, among other things, responsible business practices and compliance with environmental laws and regulations, including the use and conservation of natural resources.

23 unchanged sentences

We believe we maintain the necessary permits and approvals for the discharges from our water and wastewater facilities.

Table of Con tents

Arizona Regulatory Agencies

The ACC is the regulatory authority in Arizona with jurisdiction over water and wastewater utilities.

The ACC has exclusive authority to approve rates, mandate accounting treatments, authorize long-term financing programs, evaluate significant capital expenditures and plant additions, examine and regulate transactions between a regulated subsidiary and its affiliated entities, and approve or disapprove some reorganizations, mergers, and acquisitions prior to their completion.

The ACC is the regulatory authority in Arizona with jurisdiction over privately-held water and wastewater utilities.

The ACC has exclusive constitutional authority related to ratemaking and extensive constitutional authority to mandate accounting treatments, authorize long-term financing programs, evaluate significant capital expenditures and plant additions, examine and regulate transactions between a regulated subsidiary and its affiliated entities, and approve or disapprove some reorganizations, mergers, and acquisitions prior to their completion.

Additionally, the ACC has statutory authority to oversee service quality and consumer complaints, and approve or disapprove expansion of service areas.

22 unchanged sentences

See “Risk Factors—Business and Operational Factors—Inadequate water and wastewater supplies could have a material adverse effect upon our ability to achieve the customer growth necessary to increase our revenues,” included in Part I, Item 1A of this report, for additional information.

Table of Con tents

Nearly all of our service areas are located in “Active Management Areas” within which the use of groundwater is regulated by ADWR in order to manage ongoing problems with groundwater overdraft.

28 unchanged sentences

In addition, communication plans have been developed as a component of our procedures.

While we do not make public comments on the details of our security programs, we have been in contact with federal, state, and local law enforcement agencies to coordinate and improve the security of our water delivery systems and to safeguard our water supply.

While we do not make public comments on the details of our

Table of Con tents

security programs, we have been in contact with federal, state, and local law enforcement agencies to coordinate and improve the security of our water delivery systems and to safeguard our water supply.

We treat water to potable standards and also treat, clean, and recycle wastewater for a variety of non-potable uses.

24 unchanged sentences

Although there has not traditionally been a significant economic incentive or other reward for automation and resource efficiency in our industry, we believe our use of automation in lieu of labor, together with our emphasis on streamlined operations and conservation, will position us well for continued profitable growth and allow us to take advantage of future incentives or rewards that may be available to water utilities that are able to successfully enhance the use of renewable resources.

Table of Con tents

As an owner and operator of regulated utilities, we do not face competition within our existing service areas because Arizona law provides the holder of a CC&N for water and wastewater service with an exclusive right to provide that service within the certificated area, as against other public service corporations.

3 unchanged sentences

and Liberty Utilities.

We believe competition for new service areas and acquisitions is based on relationships with municipalities and developers, experience in making acquisitions, the ability to

finance and obtain regulatory approval, quality and breadth of products and services, the ability to integrate both water and wastewater services, and implement conservation practices throughout the service areas, price, speed, and ease of implementation.

We believe competition for new service areas and acquisitions is based on relationships with municipalities and developers, experience in making acquisitions, the ability to finance and obtain regulatory approval, quality and breadth of products and services, the ability to integrate both water and wastewater services, and implement conservation practices throughout the service areas, price, speed, and ease of implementation.

If we seek to extend our services outside Arizona, we will face competition from other regional or national water utilities for these opportunities.

13 unchanged sentences

As of December 31, 2023, we employed 106 full-time individuals and 3 part-time employees.

This represents an increase of twelve employees, or 12% from December 31, 2021 due primarily to the hiring of additional employees throughout the organization as the company continues to grow.

This represents an increase of nine employees, or 9% from December 31, 2022 due primarily to the hiring of additional employees throughout the organization as the company continues to grow and the acquisition of Farmers in February 2023.

Currently, none of our employees participate in collective bargaining agreements, and we consider our employee relations to be good.

2 unchanged sentences

Global Water Management, LLC (“GWM”) was formed as an affiliated company to provide business development, management, construction project management, operations, and administrative services to GWR and all of its regulated subsidiaries.

Table of Con tents

In early 2010, the members of GWR made the decision to raise money through the capital markets, and GWR and GWM were reorganized to form Global Water Resources, Inc., a Delaware corporation.

13 unchanged sentences

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov .

Table of Con tents

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business