What changed in this filing

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Item 9A. Controls and Procedures

2020-11-10 compared with 2019-11-12 · 149 added, 122 removed, 108 unchanged (72% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed or submitted to

the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and

financial officer, as appropriate, to allow timely decisions regarding required disclosures.

The President and Chief Financial Officer (one person) evaluated the effectiveness of disclosure controls and procedures as of August 31, 2019, pursuant to Rule 13a-15(b) under the Exchange Act.

Based on that evaluation, the President and Chief Financial Officer concluded that, as of the end of the period covered by this report,

the Company’s disclosure controls and procedures were not effective.

to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal

executive and financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of August

31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure

controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

8 unchanged sentences

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement

preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or

procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)

in Internal Control – Integrated Framework (the “2013 COSO Framework”).

Based on that evaluation, our management identified deficiencies related to our identification of accruals of costs incurred from related

parties and the preparation of our income tax provision that constitute material weaknesses in our internal control over financial reporting as of August 31, 2019.

A material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our

annual or interim financial statements will not be prevented or detected on a timely basis.

Management is dedicated to remediating the control deficiencies that gave rise to the material weaknesses in our internal control over financial reporting.

The following steps are among the measures

that have been implemented or that we intend to implement in the second quarter of fiscal 2020 to address our material weaknesses as of August 31, 2019:

We have initiated compensating controls in the near term, including designating an additional person to confirm accruals of costs incurred from related parties;

We are enhancing and revising the design of existing controls and procedures to improve our identification of accruals of costs incurred from related parties;

We have initiated compensating controls in the near term, including designating an external tax consulting firm to review and confirm our quarterly tax provisions are correct and complete.

We expect that the remediation of these material weaknesses will be completed prior to the end of our fiscal 2020.

We cannot assure that the measures we take will remediate the identified material

weaknesses or that any additional material weaknesses will not arise in the future.

Report of the Independent Registered Public Accounting Firm

The effectiveness of our internal control over financial reporting as of August 3 1, 2019, has been audited by Plante & Moran PLLC, an independent

registered public accounting firm, as stated in its attestation report which is included in Item 8 – Consolidated Financial Statements

and Supplementary Data of this Annual Report on Form 10-K.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial

statement preparation and presentation.

policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal

Control – Integrated Framework (the “2013 COSO Framework”).

Based on that assessment, management has concluded that, as of August 31, 2020, our internal control over financial reporting is effective based on these criteria.

A material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

Remediation of Material Weaknesses Completed

Management identified control deficiencies related to our identification of expense accruals of costs incurred from related parties and the preparation of our income tax provision that constituted material

weaknesses in our internal control over financial reporting as of August 31, 2019, which continued as of May 31, 2020.

With oversight from our Audit Committee, management dedicated itself to remediating the control deficiencies that gave rise to

the material weaknesses in our control over financial reporting.

As of August 31, 2020, the following measures, among others, have been implemented to address the material weaknesses identified as of August 31, 2019 and May 31, 2020:

We initiated compensating controls, including designating an additional person to review the completeness of our expense accruals;

We enhanced and revised the design of existing controls and procedures to improve our identification of expense accruals of costs;

We initiated compensating controls, including designating an external tax consulting firm and creating a new tax provision model enhancing our ability to review and confirm our quarterly

income tax provisions are correct and complete;

As described below, we hired a Chief Financial Officer separate from the President, who is expected to provide additional expertise and oversight of our internal control over financial reporting.

On April 1, 2020, Kevin B.

McNeill, joined the Company as Vice President, and the board of directors of the Company voted to elect Mr.

McNeill as Chief Financial Officer, principal accounting

officer and principal financial officer of the Company effective as of April 10, 2020.

Harding continues to serve as the Company’s President and Chief Executive Officer, but relinquished his position as Chief Financial Officer, principal

accounting officer and principal financial officer effective as of April 10, 2020.

As a result of these actions, management believes that the previously identified material weaknesses were remedied at August 31, 2020.

Although management believes that the material weaknesses in our internal control over financial reporting

have been remediated, we expect to continue implementing measures to improve our internal control over financial reporting, including upgrading our financial accounting systems and recruiting further accounting and/or finance staff, as

necessary, in order to maintain an effective control environment while growing our business.

We cannot assure that any additional material weaknesses will not arise in the future.

Changes in Internal Controls

Except as noted above, no changes were made to our internal control over financial reporting as of August 31, 2019, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting .

Except as noted above, no changes were made to our internal control over financial reporting during our most recently completed fiscal quarter, that have materially affected, or

are reasonably likely to materially affect, our internal control over financial reporting .

Item 9B – Other Information

1 unchanged sentence

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees that is available on our website at www.purecyclewater.com .

We intend to disclose any

amendments to or waivers from the provisions of our Code of Business Conduct and Ethics that are applicable to our principal executive officer, principal financial officer or principal accounting officer and that relate to any element of the SEC’s

definition of code of ethics by posting such information on our website, in a press release, or on a Current Report on Form 8-K.

Information required by this item will be contained in, and is incorporated herein by reference to, our definitive Proxy Statement pursuant to Regulation 14A promulgated under the Exchange Act for the Annual Meeting of

Shareholders to be held in January 2020, which is expected to be filed on or about December 5, 2019 (the “Proxy Statement”).

disclose any amendments to or waivers from the provisions of our Code of Business Conduct and Ethics that are applicable to our principal executive officer, principal financial officer or principal accounting officer and that relate to any

element of the SEC’s definition of code of ethics by posting such information on our website, in a press release, or on a Current Report on Form 8-K.

Meeting of Shareholders to be held in January 2021, which is expected to be filed on or about December 1, 2020 (the “Proxy Statement”).

Item 11 – Executive Compensation

23 unchanged sentences

Description of Capital Stock.

Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2019.

2004 Incentive Plan, effective April 12, 2004.

1 unchanged sentence

Wastewater Service Agreement, dated January 22, 1997, by and between the Company and the Rangeview Metropolitan District.

Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-KSB for the

fiscal year ended August 31, 1998.

Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-KSB for

the fiscal year ended August 31, 1998.

Comprehensive Amendment Agreement No.

1, dated April 11, 1996, by and among Inco Securities Corporation, the Company, the Bondholders, Gregory M.

Morey, Newell Augur, Jr., Bill Peterson, Stuart Sundlun, Alan C.

Morey, Newell Augur, Jr., Bill Peterson, Stuart Sundlun,

Stormo, Beverlee A.

Beardslee, Bradley Kent Beardslee, Robert Douglas Beardslee, Asra Corporation, International Properties, Inc., and the Land Board.

Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-QSB for the

period ended May 31, 1996.

Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form

10-QSB for the period ended May 31, 1996.

Agreement for Sale of Export Water dated April 11, 1996 by and between the Company and the Rangeview Metropolitan District.

Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-QSB for

the fiscal quarter ended May 31, 1996.

Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-QSB

for the fiscal quarter ended May 31, 1996.

Bargain and Sale Deed among the Land Board, the Rangeview Metropolitan District and the Company dated April 11, 1996.

Incorporated by reference to Exhibit 10.18 to Amendment No.

1 to Registration Statement on

Form SB-2, filed on June 7, 2004, Registration No.

1 to Registration Statement

on Form SB-2, filed on June 7, 2004, Registration No.

Agreement for Water Service dated August 3, 2005 among the Company, Rangeview Metropolitan District and Arapahoe County incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K filed on

2 unchanged sentences

1 to Agreement for Water Service dated August 25, 2008, between the Company and Arapahoe County.

Incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K for the fiscal year

ended August 31, 2008.

Incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K for the fiscal

year ended August 31, 2008.

Paid-Up Oil and Gas Lease dated March 14, 2011, between the Company and Anadarko E&P Company, L.P.

9 unchanged sentences

2014 Amended and Restated Service Agreement, dated July 10, 2014, by and between the Company and the Rangeview Metropolitan District.

Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K

filed on July 14, 2014.

Incorporated by reference to Exhibit 10.5 to the Current Report on Form

8-K filed on July 14, 2014.

Rangeview/Pure Cycle WISE Project Financing and Service Agreement, effective as of December 22, 2014.

1 unchanged sentence

South Metro WISE Authority Formation and Organizational Intergovernmental Agreement, dated December 31, 2013.

Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the fiscal quarter

ended November 30, 2014.

Amended and Restated WISE Partnership – Water Delivery Agreement, dated December 31, 2013, among the City and County of Denver acting through its Board of Water Commissioners, the City of Aurora acting by and

through its Utility Enterprise, and South Metro WISE Authority.

Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the fiscal

quarter ended November 30, 2014.

and through its Utility Enterprise, and South Metro WISE Authority.

Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2014.

Agreement for Purchase and Sale of Western Pipeline Capacity, dated November 19, 2014, among the Rangeview Metropolitan District and certain members of the South Metro WISE Authority.

Incorporated by reference

to Exhibit 10.4 to Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2014.

Water Service Agreement by and between Rangeview Metropolitan District, acting by and through its Water Activity Enterprise, and Elbert & Highway 86 Commercial Metropolitan District, acting by and through

its Water Enterprise, dated as of December 15, 2016.

Incorporated by

reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2014.

Water Service Agreement by and between Rangeview Metropolitan District, acting by and through its Water Activity Enterprise, and Elbert & Highway 86 Commercial Metropolitan District, acting by and

through its Water Enterprise, dated as of December 15, 2016.

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 19, 2016.

Export Service Agreement, effective as of June 16, 2017, between the Company and the Rangeview Metropolitan District.

Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the fiscal

year ended August 31, 2017

Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the

fiscal year ended August 31, 2017

Contract for Purchase and Sale of Real Estate, dated June 27, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by First Amendment to Contract for Purchase and

Sale of Real Estate, dated August 28, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Second Amendment to Contract for Purchase and Sale of Real Estate, dated August 29, 2017, by and between

PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Third Amendment to Contract for Purchase and Sale of Real Estate, dated September 8, 2017, by and between PCY Holdings, LLC and Richmond American Homes of

Colorado, Inc., as amended by Fourth Amendment to Contract for Purchase and Sale of Real Estate, dated September 20, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Fifth Amendment to

between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Third Amendment to Contract for Purchase and Sale of Real Estate, dated September 8, 2017, by and between PCY Holdings, LLC and Richmond American Homes

of Colorado, Inc., as amended by Fourth Amendment to Contract for Purchase and Sale of Real Estate, dated September 20, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Fifth Amendment to

Contract for Purchase and Sale of Real Estate, dated October 6, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Sixth Amendment to Contract for Purchase and Sale of Real Estate, dated

October 11, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Seventh Amendment to Contract for Purchase and Sale of Real Estate, dated October 18, 2017, by and between PCY Holdings, LLC and

Richmond American Homes of Colorado, Inc., as amended by Eighth Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by

Ninth Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Tenth Amendment to Contract for Purchase and Sale of Real

Estate, dated November 3, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Eleventh Amendment

to Contract for Purchase and Sale of Real Estate, dated November 10, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Twelfth Amendment to Contract for Purchase and Sale of Real Estate, dated April 20, 2018, by and between PCY Holdings, LLC and Richmond American

Homes of Colorado, Inc., as amended by Thirteenth Amendment* to Contract

for Purchase and Sale of Real Estate, dated August 9, 2018, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Fourteenth Amendment* to Contract for Purchase and Sale of Real Estate,

dated March 11, 2019, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Fifteenth Amendment* to Contract for Purchase and Sale of Real Estate, dated September 26, 2019, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc.

The Contract for

Purchase and Sale of Real Estate and the First through Tenth Amendments are incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2017.

The Eleventh Amendment is incorporated by

reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2017.

The Twelfth Amendment is incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter

ended May 31, 2018.

The Thirteenth, Fourteenth and Fifteenth Amendments are filed herewith.

and Richmond American Homes of Colorado, Inc., as amended by Eighth Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as

amended by Ninth Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Tenth Amendment to Contract for Purchase

and Sale of Real Estate, dated November 3, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Eleventh

Amendment to Contract for Purchase and Sale of Real Estate, dated November 10, 2017, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Twelfth Amendment to Contract for Purchase and Sale of Real Estate, dated April 20, 2018, by and between PCY

Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Thirteenth Amendment to

Contract for Purchase and Sale of Real Estate, dated August 9, 2018, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Fourteenth Amendment to Contract for Purchase and Sale of Real Estate, dated March 11, 2019, by and

between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc., as amended by Fifteenth Amendment

to Contract for Purchase and Sale of Real Estate, dated September 26, 2019, by and between PCY Holdings, LLC and Richmond American Homes of Colorado, Inc.

The Contract for Purchase and Sale of Real Estate and the First through Tenth

Amendments are incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2017.

The Eleventh Amendment is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form

10-Q for the fiscal quarter ended November 30, 2017.

The Twelfth Amendment is incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2018.

The Thirteenth, Fourteenth and

Fifteenth Amendments are incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2019.

Exhibit Number

1 unchanged sentence

Real Estate, dated August 24, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Second Amendment to Contract for Purchase and Sale of Real Estate, dated September 19, 2017, by and between PCY

Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Third Amendment to Contract for Purchase and Sale of Real Estate, dated October 6, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by

Fourth Amendment to Contract for Purchase and Sale of Real Estate, dated October 13, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Fifth Amendment to Contract for Purchase and Sale of Real Estate,

dated October 18, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Sixth Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and

Taylor Morrison of Colorado, Inc., as amended by Seventh Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Eighth

Amendment to Contract for Purchase and Sale of Real Estate, dated November 3, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Ninth Amendment to Contract for Purchase and Sale of Real Estate, dated

November 7, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Tenth Amendment to Contract for

Purchase and Sale of Real Estate, dated November 10, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Eleventh

Amendment to Contract for Purchase and Sale of Real Estate, dated March 27, 2018, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Twelfth Amendment to Contract for Purchase and Sale of Real Estate, dated April 10, 2018, by and between PCY Holdings, LLC and Taylor Morrison of

Colorado, Inc., as amended by Thirteenth Amendment* to Contract for

Purchase and Sale of Real Estate, dated August 9, 2018, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Fourteenth Amendment* to Contract for Purchase and Sale of Real Estate,

dated July 19, 2019, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc.

The Contract for Purchase and Sale of Real Estate and the First through Ninth Amendments are incorporated by reference to Exhibit 10.20 to the Annual

Report on Form 10-K for the fiscal year ended August 31, 2017.

The Tenth Amendment is incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2017.

The Eleventh and Twelfth

Amendments are incorporated by reference to Exhibits 10.1 and 10.2, respectively, to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2018.

The Thirteenth and Fourteenth Amendments are filed herewith.

Contract for Purchase and Sale of Real Estate, dated June 29, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by First Amendment to Contract for Purchase and Sale of Real Estate,

dated August 28, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Second Amendment to Contract for Purchase and Sale of Real Estate, dated September 15, 2017, by and between PCY Holdings, LLC and KB Home

Colorado Inc., as amended by Third Amendment to Contract for Purchase and Sale of Real Estate, dated September 28, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Fourth Amendment to Contract for Purchase and

Sale of Real Estate, dated October 9, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Fifth Amendment to Contract for Purchase and Sale of Real Estate, dated October 18, 2017, by and between PCY Holdings, LLC

and KB Home Colorado Inc., as amended by Sixth Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Seventh Amendment to Contract for

Purchase and Sale of Real Estate, dated October 31, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Eighth Amendment to Contract for Purchase and Sale of Real Estate, dated November 3, 2017, by and between PCY

Holdings, LLC and KB Home Colorado Inc., as amended by Ninth Amendment to Contract for Purchase and Sale of Real Estate, dated November 7, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Tenth Amendment to Contract for Purchase and Sale of Real Estate, dated November 10, 2017, by and between PCY Holdings, LLC and KB Home

Colorado Inc., as amended by Eleventh Amendment to Contract for Purchase and Sale of Real Estate, dated March 29, 2018, by and between PCY

Holdings, LLC and KB Home Colorado Inc., as amended by Twelfth Amendment to Contract for Purchase and Sale of Real Estate, dated January 22,

2019, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Thirteenth Amendmen t to Contract for Purchase and Sale of Real

Estate, dated April 18, 2019, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Fourteenth Amendment to Contract for

Purchase and Sale of Real Estate, dated May 21, 2019, by and between PCY Holdings, LLC and KB Home Colorado Inc.

The Contract for Purchase and Sale of Real Estate and the First through Ninth Amendments are incorporated by reference to Exhibit

10.21 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2017.

by Fourth Amendment to Contract for Purchase and Sale of Real Estate, dated October 13, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Fifth Amendment to Contract for Purchase and Sale of Real

Estate, dated October 18, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Sixth Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings,

LLC and Taylor Morrison of Colorado, Inc., as amended by Seventh Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by

Eighth Amendment to Contract for Purchase and Sale of Real Estate, dated November 3, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Ninth Amendment to Contract for Purchase and Sale of Real

Estate, dated November 7, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Tenth Amendment to Contract for Purchase and Sale of Real Estate, dated November 10, 2017, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Eleventh Amendment to Contract for Purchase and Sale of Real Estate, dated March 27, 2018, by and between PCY

Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Twelfth Amendment to Contract for Purchase

and Sale of Real Estate, dated April 10, 2018, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Thirteenth

Amendment to Contract for Purchase and Sale of Real Estate, dated August 9, 2018, by and between PCY Holdings, LLC and Taylor Morrison of Colorado, Inc., as amended by Fourteenth Amendment to Contract for Purchase and Sale of Real Estate, dated July 19, 2019, by and between PCY Holdings, LLC and Taylor

Morrison of Colorado, Inc.

The Contract for Purchase and Sale of Real Estate and the First through Ninth Amendments are incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the fiscal year ended August 31,

The Tenth Amendment is incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2017.

Eleventh Amendment is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019.

The Twelfth Amendment is incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form

10-Q for the fiscal quarter ended May 31, 2019.

The Thirteenth Amendment is incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019.

The Fourteenth Amendment is incorporated by

The Eleventh and Twelfth Amendments are incorporated by reference to Exhibits 10.1

and 10.2, respectively, to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2018.

The Thirteenth and Fourteenth Amendments are incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the

fiscal year ended August 31, 2019.

Contract for Purchase and Sale of Real Estate, dated June 29, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by First Amendment to Contract for Purchase and Sale of Real

Estate, dated August 28, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Second Amendment to Contract for Purchase and Sale of Real Estate, dated September 15, 2017, by and between PCY Holdings, LLC and KB

Home Colorado Inc., as amended by Third Amendment to Contract for Purchase and Sale of Real Estate, dated September 28, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Fourth Amendment to Contract for

Purchase and Sale of Real Estate, dated October 9, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Fifth Amendment to Contract for Purchase and Sale of Real Estate, dated October 18, 2017, by and between

PCY Holdings, LLC and KB Home Colorado Inc., as amended by Sixth Amendment to Contract for Purchase and Sale of Real Estate, dated October 20, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Seventh

Amendment to Contract for Purchase and Sale of Real Estate, dated October 31, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Eighth Amendment to Contract for Purchase and Sale of Real Estate, dated

November 3, 2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Ninth Amendment to Contract for Purchase and Sale of Real Estate, dated November 7, 2017, by and between PCY Holdings, LLC and KB Home Colorado

Inc., as amended by Tenth Amendment to Contract for Purchase and Sale of Real Estate, dated November 10,

2017, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Eleventh Amendment to

Contract for Purchase and Sale of Real Estate, dated March 29, 2018, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Twelfth Amendment to Contract for Purchase and Sale of Real Estate, dated January 22, 2019, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Thirteenth Amendment to Contract for Purchase and Sale of Real Estate, dated April 18, 2019, by and between PCY

Holdings, LLC and KB Home Colorado Inc., as amended by Fourteenth Amendment to Contract for Purchase and Sale

of Real Estate, dated May 21, 2019, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Fifteenth Amendment to

Contract for Purchase and Sale of Real Estate, dated February 20, 2020, by and between PCY Holdings, LLC and KB Home Colorado Inc., as amended by Sixteenth

Amendment to Contract for Purchase and Sale of Real Estate, dated April 30, 2020, by and between PCY Holdings, LLC and KB Home Colorado Inc.

The Contract for Purchase and Sale of Real Estate and the First through Ninth

Amendments are incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2017.

The Tenth Amendment is incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q

for the fiscal quarter ended November 30, 2017.

The Eleventh Amendment is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019.

The Twelfth Amendment is incorporated by

reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019.

The Thirteenth Amendment is incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the fiscal quarter

ended May 31, 2019.

The Fourteenth Amendment is incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019.

The Fifteenth Amendment is incorporated by reference to Exhibit 10.1

to the Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2020.

The Sixteenth Amendment is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2020

Offer Letter between Pure Cycle Corporation and Kevin B.

McNeill dated January 23, 2020.

Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 13, 2020**

Contract for Purchase and Sale of Real Estate, dated October 30, 2020, by and between PCY Holdings, LLC and KB Home Colorado, Inc.*

Contract for Purchase and Sale of Real Estate, dated November 2, 2020, by and between PCY Holdings, LLC and Meritage Homes of Colorado, Inc.*

Contract for Purchase and Sale of Real Estate, dated November 2, 2020, by and between PCY Holdings, LLC and Challenger Denver, LLC.*

Contract for Purchase and Sale of Real Estate, dated October 30, 2020, by and between PCY Holdings, LLC and Melody Homes, Inc.

(a wholly-owned subsidiary of DR Horton, Inc.).

Exhibit Number

Letter of Crowe Horwath dated December 5, 2017.

Incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed on December 6, 2017.

Letter of EKS&H LLLP, dated October 4, 2018.

Incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed on October 4, 2018.

Subsidiaries *

Consent of Plante & Moran PLLC *

Certification under Section 302 of the Sarbanes-Oxley Act of 2002.

Certification pursuant to 18 U.S.C.

Certification of principal executive officer under Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of principal executive officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of principal financial officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

9 unchanged sentences

PURE CYCLE CORPORATION

Harding, President and Chief Financial Officer

Vice President and Chief Financial Officer

November 10, 2020

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.

President, Chief Financial Officer and Director

President, Chief Executive Officer and Director

November 10, 2020

(Principal Executive Officer, Principal Financial and Accounting Officer)

(Principal Executive Officer)

Vice President and Chief Financial Officer

November 10, 2020

(Principal Financial and Accounting Officer)

/s/ Harrison H.

8 unchanged sentences

November 10, 2020

/s/ Jeffrey G.

November 10, 2020

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 9A. Controls and Procedures