PURE CYCLE CORP 10-K

Item 8 – Financial Statements and Supplementary Data Index to Financial Statements and Supplementary Data Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations and Comprehensive Income F-5 Consolidated Statements of Shareholders’ Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 ​ ​ ​ ​ 49 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Pure Cycle Corporation: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Pure Cycle Corporation (the “Company”) as of August 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, shareholders' equity, and cash flows for each of the years in the two-year period ended August 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2021 and 2020 and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ● ● ● ● ● ● ● ​ ​ Revenue Recognition of Lot Sales – Refer to Note 2 of the financial statements ​ Critical Audit Matter Description ​ As described in Note 2 in the consolidated financial statements, the Company records revenue on the sale of lots to customers either over time or at a point in time based upon the specific terms of each contract with the customer. ​ Auditing management’s determination of revenue recognized involved significant auditor judgement, as it required the evaluation of subjective factors including the most representative measure of progress for revenue recognized over time, determining the pattern of revenue recognition, and assumptions related to forecasted labor and subcontractor costs. These assumptions involved significant management judgement, which affects the revenue recognized by the Company. ​ ​ ​ F-2 Table of Contents How the Critical Audit Matter was Addressed in the Audit ​ We tested management’s estimates related to revenue recognized. The following are the primary procedures we performed to address this critical audit matter: ​ ● We obtained an understanding of the Company’s process and related controls over revenue recognition. ● We evaluated management’s determination of the most representative measure of progress for contracts in which revenue is being recognized over time. ● We tested the Company’s assessment of progress and related revenue recognized on a contract basis including performing the following: o Inspecting related contract agreements, o Interviews of project team personnel to obtain an understanding of the status of the projects, o Observation of project sites, o Evaluation of the reasonableness of estimated costs to complete by obtaining and analyzing supporting documentation and evaluation of estimated costs at completion to actual costs on similar historical projects. ​ Assessment of Existence and Collectability of Related Party Public Improvement Reimbursable – Refer to Notes 2 and Note 14 of the financial statements Critical Audit Matter Description ​ As described in Note 2 to the consolidated financial statements, the Company records a public improvement reimbursable receivable when the Company has a legally enforceable right to payment for reimbursable costs incurred to date and when collectability of those reimbursable expenditures incurred to date have been determined to be probable of occurrence. As of August 31, 2021, the Company’s related party public improvement reimbursable receivable was $24.8 million. Auditing management’s assessment of existence and collectability of public improvement reimbursable costs involved subjective estimation and complex auditor judgment in determining whether the Company has a legally enforceable right to payment for incurred reimbursable costs and whether the Sky Ranch Community Authority Board (the “Sky Ranch CAB”) has future sources of liquidity which are deemed to be probable of occurrence based upon current and past events to generate sufficient cash flows to support the payment of the existing reimbursable costs incurred as of the balance sheet date. ​ How the Critical Audit Matter was Addressed in the Audit ​ The following are the primary procedures we performed to address this critical audit matter: ● We obtained an understanding of the Company’s process and related controls to evaluate the existence and collectability of the public improvement reimbursable costs. ● We evaluated the assumptions used by the Company to develop projections of future sources of the Sky Ranch CAB revenues and liquidity and we tested the completeness and accuracy of the underlying data used in the projections. ● We compared an estimate of anticipated future lot sales and projections of new home builds to our independent expectation. ● We obtained legal analysis from the Company’s general counsel as to the enforceability of applicable contracts with the Sky Ranch CAB in support of the Company having a legally enforceable right to payment. ● We also considered macroeconomic indicators such as current and projected growth rates and inflation rates to assess the reasonableness of the Sky Ranch CAB’s overall projected revenue base. ​ /s/ Plante & Moran, PLLC We have served as the Company’s auditor since 2017. Boulder, Colorado November 10, 2021 ​ ​ F-3 Table of Contents PURE CYCLE CORPORATION CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, 2021 August 31, 2020 ​ ​ (In thousands, except share and ​ ​ per share amounts) ASSETS: ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 20,117 ​ $ 21,797 Trade accounts receivable, net ​ 1,532 ​ 1,124 Prepaid expenses and other assets ​ 458 ​ 1,001 Land development inventories ​ 608 ​ 481 Notes receivable - public improvement reimbursables - related party ​ ​ 16,000 ​ ​ — Income taxes receivable ​ — ​ 1,588 Total current assets ​ 38,715 ​ 25,991 ​ ​ ​ ​ ​ ​ ​ Restricted cash ​ ​ 2,327 ​ ​ — Investments in water and water systems, net ​ 57,090 ​ 55,087 Land and mineral interests ​ 5,924 ​ 4,915 Other assets ​ 2,591 ​ 2,042 Notes receivable – related parties, including accrued interest: ​ ​ ​ ​ Public improvement reimbursables ​ ​ 8,794 ​ ​ — Other ​ ​ 1,163 ​ ​ 1,079 Long-term land investment ​ 451 ​ 451 Operating leases - right of use assets, less current portion ​ 122 ​ 196 Total assets ​ $ 117,177 ​ $ 89,761 ​ ​ ​ ​ ​ ​ ​ LIABILITIES: ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ 1,787 ​ 180 Accrued liabilities ​ 1,224 ​ 1,391 Accrued liabilities - related parties ​ 2,881 ​ 1,212 Income taxes payable ​ ​ 4,163 ​ ​ — Deferred lot sale revenues ​ 1,995 ​ 1,635 Deferred oil and gas lease payment and water sales payment ​ 410 ​ 1,800 Total current liabilities ​ 12,460 ​ 6,218 ​ ​ ​ ​ ​ ​ ​ Deferred oil and gas lease payment and water sales payment, less current portion ​ — ​ 165 Participating interests in export water supply ​ 325 ​ 328 Deferred tax liability, net ​ 1,615 ​ 886 Lease obligations - operating leases, less current portion ​ 37 ​ 120 Total liabilities ​ 14,437 ​ 7,717 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SHAREHOLDERS’ EQUITY: ​ ​ ​ ​ ​ ​ Preferred stock: ​ ​ ​ ​ ​ ​ Series B – par value $ 0.001 per share, 25 million shares authorized; 432,513 shares issued and outstanding (liquidation preference of $ 432,513 ) ​ — ​ — Common stock: ​ ​ ​ ​ ​ ​ Par value 1/3 of $.01 per share, 40 million shares authorized; 23,916,633 and 23,856,098 shares outstanding, respectively ​ 80 ​ 80 Additional paid-in capital ​ 173,513 ​ 172,927 Accumulated deficit ​ ( 70,853 ) ​ ( 90,963 ) Total shareholders’ equity ​ 102,740 ​ 82,044 Total liabilities and shareholders’ equity ​ $ 117,177 ​ $ 89,761 ​ See accompanying Notes to Consolidated Financial Statements F-4 Table of Contents ​ PURE CYCLE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 31, ​ August 31, ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Revenues: ​ ​ Metered water usage from: ​ ​ ​ ​ ​ ​ Municipal customers ​ $ 846 ​ $ 524 Oil and gas operations ​ 2,792 ​ 513 Wastewater treatment fees ​ 199 ​ 96 Water and wastewater tap fees ​ 5,163 ​ 5,641 Lot sales ​ 5,840 ​ 18,934 Project management fees ​ ​ 1,629 ​ ​ — Special facility projects and other ​ 656 ​ 147 Total revenues ​ 17,125 ​ 25,855 ​ ​ ​ ​ ​ ​ ​ Expenses: ​ ​ ​ ​ ​ ​ Water service operations ​ ( 1,546 ) ​ ( 804 ) Wastewater service operations ​ ( 370 ) ​ ( 200 ) Land development construction costs ​ ( 2,535 ) ​ ( 15,870 ) Depletion and depreciation ​ ( 1,457 ) ​ ( 1,367 ) Other ​ ( 494 ) ​ ( 70 ) Total cost of revenues ​ ( 6,402 ) ​ ( 18,311 ) Gross profit ​ 10,723 ​ 7,544 ​ ​ ​ ​ ​ ​ ​ General and administrative expenses ​ ( 5,139 ) ​ ( 4,250 ) Non-cash mineral interest impairment charge ​ — ​ ( 1,425 ) Depreciation ​ ( 315 ) ​ ( 356 ) Operating income ​ 5,269 ​ 1,513 ​ ​ ​ ​ ​ ​ ​ Other income: ​ ​ ​ ​ ​ ​ Recognition of public improvement reimbursables including interest income - related party ​ ​ 20,217 ​ ​ — Oil and gas royalty income, net ​ 324 ​ 669 Oil and gas lease income, net ​ 196 ​ 247 Interest income from investments ​ ​ 59 ​ ​ 178 Other ​ 40 ​ 36 Reimbursement of construction costs - related party ​ 485 ​ 6,276 Income from operations before income taxes ​ 26,590 ​ 8,919 Income tax expense ​ ( 6,480 ) ​ ( 2,169 ) Net income ​ $ 20,110 ​ $ 6,750 Unrealized holding losses ​ — ​ ( 4 ) Total comprehensive income ​ $ 20,110 ​ $ 6,746 Earnings per common share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.84 ​ $ 0.28 Diluted ​ $ 0.83 ​ $ 0.28 Weighted average common shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ 23,891 ​ 23,845 Diluted ​ 24,111 ​ 24,062 ​ See accompanying Notes to Consolidated Financial Statements F-5 Table of Contents PURE CYCLE CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except for share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stock ​ ​ ​ ​ Common Stock ​ ​ ​ ​ Paid-in ​ Comprehensive ​ Accumulated ​ ​ ​ ​ Shares Amount Shares Amount Capital Income (Loss) Deficit ​ Total August 31, 2019 balance: 432,513 ​ — 23,826,598 ​ 79 ​ 172,361 ​ 4 ​ ( 97,713 ) ​ 74,731 Stock option exercises ​ — ​ — 17,500 ​ 1 ​ 49 ​ — ​ — ​ ​ 50 Stock granted for services ​ — ​ — 12,000 ​ — ​ 149 ​ — ​ — ​ ​ 149 Share-based compensation — ​ — — ​ — ​ 368 ​ — ​ — ​ 368 Net income — ​ — — ​ — ​ — ​ — ​ 6,750 ​ 6,750 Unrealized holding losses on investments — ​ — — ​ — ​ — ​ ( 4 ) ​ — ​ ( 4 ) August 31, 2020 balance: 432,513 ​ — 23,856,098 ​ 80 ​ 172,927 ​ — ​ ( 90,963 ) ​ 82,044 Stock option exercises — ​ — 48,535 ​ — ​ 89 ​ — ​ — ​ 89 Stock granted for services — ​ — 12,000 ​ — ​ — ​ — ​ — ​ — Share-based compensation — ​ — — ​ — ​ 497 ​ — ​ — ​ 497 Net income — ​ — — ​ — ​ — ​ — ​ 20,110 ​ 20,110 August 31, 2021 balance: 432,513 ​ $ — 23,916,633 ​ $ 80 ​ $ 173,513 ​ $ — ​ $ ( 70,853 ) ​ $ 102,740 ​ See accompanying Notes to Consolidated Financial Statements ​ F-6 Table of Contents PURE CYCLE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 31, ​ August 31, ​ 2021 2020 ​ ​ (In thousands) Cash flows from operating activities: ​ ​ Net income ​ $ 20,110 ​ $ 6,750 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and depletion ​ ​ 1,772 ​ ​ 1,723 Share-based compensation expense ​ 497 ​ 517 Investment in Well Enhancement and Recovery Systems LLC ​ — ​ ​ 12 Interest income and other non-cash items ​ — ​ ​ — Deferred income taxes ​ 729 ​ 2,169 Interest added to receivable from related parties ​ ( 47 ) ​ ( 46 ) Proceeds from the Sky Ranch CAB reimbursement applied to land development inventories ​ — ​ 4,230 Non-cash mineral interest impairment charge ​ — ​ 1,425 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Trade accounts receivable ​ ( 414 ) ​ ( 24 ) Prepaid expenses ​ 63 ​ 91 Land development inventories ​ ( 522 ) ​ 6,488 Public improvement reimbursables, including interest ​ ​ ( 24,794 ) ​ ​ — Taxes payable net of taxes receivable ​ ​ 5,750 ​ ​ ( 1,305 ) Accounts payable and accrued liabilities ​ 1,547 ​ 192 Deferred revenues ​ ( 1,199 ) ​ ( 1,456 ) Other assets and liabilities ​ ( 36 ) ​ ( 46 ) Net cash provided by operating activities ​ 3,456 ​ 20,720 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Investments in water, water systems and land ​ ( 2,513 ) ​ ( 8,044 ) Purchase of property and equipment ​ ( 383 ) ​ ( 587 ) Sale and maturities of short-term investments ​ — ​ 6,905 Purchase of short-term investments ​ — ​ ( 1,720 ) Net cash used by investing activities ​ ( 2,896 ) ​ ( 3,446 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Proceeds from exercise of options ​ 89 ​ 50 Payments to contingent liability holders ​ ( 2 ) ​ ( 5 ) Net cash provided by financing activities ​ 87 ​ 45 Net change in cash, cash equivalents and restricted cash ​ 647 ​ 17,319 Cash, cash equivalents and restricted cash – beginning of period ​ 21,797 ​ 4,478 Cash, cash equivalents and restricted cash – end of period ​ $ 22,444 ​ $ 21,797 Cash and cash equivalents ​ $ 20,117 ​ $ 21,797 Restricted cash ​ ​ 2,327 ​ ​ — Total cash, cash equivalents and restricted cash ​ $ 22,444 ​ $ 21,797 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITIES ​ ​ ​ ​ ​ ​ Transfer of land development costs to other assets ​ $ 733 ​ $ — Transfer of land development costs to inventory ​ $ 244 ​ $ — Changes in Land development inventories included in accounts payable and accrued liabilities ​ $ 19 ​ $ 985 Changes in Investments in water, water systems and land included in accounts payable and accrued liabilities ​ $ 3,277 ​ $ 261 Transfer of income taxes receivable to income taxes payable ​ $ 1,588 ​ $ — Income taxes paid ​ $ — ​ $ 1,022 ​ See accompanying Notes to Consolidated Financial Statements F-7 Table of Contents PURE CYCLE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS August 31, 2021 and 2020 NOTE 1 – ORGANIZATION Pure Cycle Corporation (the “Company”) was incorporated in Delaware in 1976 and reincorporated in Colorado in 2008. The Company currently operates in two business segments: (i) wholesale water and wastewater services and (ii) land development. During its fiscal 2021, the Company launched what management believes will likely become its third operating segment, which is its build-to-rent segment which will construct and rent out single-family homes in its Sky Ranch neighborhood. ​ Since its inception, the Company has accumulated valuable water and land interests and has developed an extensive network of wholesale water production, storage, treatment and distribution systems, and wastewater collection and treatment systems which serve domestic, commercial and industrial customers in the Denver metropolitan region. The Company’s land assets are located along the bustling and high-profile I-70 corridor in the Denver metropolitan region. Through its land development segment, the Company is developing Sky Ranch, a 930 acre master planned community located four miles south of Denver International Airport. Sky Ranch is planned to include a mix of 3,200 single-family and multifamily residential units and over two million square feet of commercial, retail, and industrial space. ​ NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements of the Company include the accounts of Pure Cycle Corporation and its two wholly-owned and controlled subsidiaries, PCY Holdings, LLC and PCYO Home Rentals, LLC. Intercompany accounts and transactions have been eliminated in consolidation. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) In March 2020, Congress enacted the CARES Act to provide certain relief because of the outbreak of a novel strain of the coronavirus (“COVID-19”) pandemic. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. COVID-19 delayed the second phase of the Sky Ranch development construction progress due to the extended time taken to approve the platted lots through the County Government. Other than the delay of the approval of the platted lots, there has not been a material impact to the Company’s consolidated financial statements as a result of the CARES Act. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used to account for certain items such as revenue recognition, reimbursable costs and expenses, costs of revenue for lot sales, share-based compensation, deferred tax asset valuation, and the useful lives and recoverability of long-lived assets. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less. The Company had no cash equivalents as of August 31, 2021 or 2020. At various times during the fiscal year ended August 31, 2021, the Company’s main operating account exceeded federally insured limits. To date, the Company has never suffered a loss due to such excess balance. F-8 Table of Contents Contract Asset Contract assets reflect revenue which has been earned but not yet invoiced. Contract assets are transferred to receivables when the Company has the right to bill such amounts and they are invoiced. Contract receivables are recorded at the invoiced amount and do not bear interest. Credit is extended based on the evaluation of a customer’s financial condition and collateral is not required. At August 31, 2021, August 31, 2020, and September 1, 2019, the Company had no contract assets. Land Development Inventories Land development inventories primarily includes land, stated at cost, the Company is developing with plans to sell. The Company began developing its Sky Ranch property in 2018. The Company capitalizes certain legal, engineering, design, permitting, land acquisition, and construction costs related to the development of finished lots at Sky Ranch that meet the Company’s capitalization criteria for improvements to a lot. These costs are capitalized as incurred. The Company uses the specific identification method for purposes of accumulating land development costs and allocates costs to each lot to determine the cost basis for each lot sold. Costs included in Land Development Inventories historically included common area costs the Company funded through the Sky Ranch Community Authority Board (the "Sky Ranch CAB") when collectability of such reimbursable costs was not considered probable. However, in fiscal 2021, because the Company believes these costs will be reimbursed by the Sky Ranch CAB, those costs are now reflected in a note receivable account from the Sky Ranch CAB and collectability was deemed probable due to increases in mill levies resulting from remaining phases being in a different taxing district, the increased tax base resulting from completed homes and lots under contract, as well as other relevant factors impacting the Sky Ranch CAB’s future liquidity so that the land development inventory accounts contain costs directly attributable to lots to be sold, which will not be reimbursed; and expensed as land cost of sales as lots are being completed and sold on a lot-by-lot basis. The Company measures land development inventories held for sale at the lower of the carrying value or net realizable value. In determining net realizable value, the Company primarily relies upon the most recent comparable sales prices. If recent sales prices are not available, the Company will consider several factors, including, but not limited to, current market conditions, nearby recent sales transactions, and market analysis studies. If the net realizable value is lower than the current carrying value, the land is written down to its net realizable value. Notes Receivable – Sky Ranch CAB As noted above and described in greater detail in Note 14 – Related Party Transactions , the Sky Ranch CAB is responsible for building certain public improvements at Sky Ranch, for which the Company provided the funding to the Sky Ranch CAB which is reimbursable to the Company. Prior to fiscal 2021, the repayment of the public improvement reimbursable costs was contingent upon the Sky Ranch CAB issuing bonds or generating enough funds to repay the Company, such that collectability was deemed probable. As the Sky Ranch CAB’s mill levy share increased, home values continued to rise, and more lots were sold, the current tax base and related future revenues have grown at Sky Ranch, the Sky Ranch CAB has the expected ability to repay the Company. The Company has determined the reimbursement of public improvement costs, for which the Company has an enforceable right to payment for costs incurred, are probable of collection, and as such, has recognized the reimbursable public improvements costs incurred to date at Sky Ranch, which is reflected in the Notes Receivable – Related Parties account on the accompanying consolidated balance sheet. Concentration of Credit Risk and Fair Value Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and investments. From time to time, the Company places its cash in money market instruments, certificates of deposit and U.S. government treasury obligations. To date, the Company has not experienced significant losses on any of these investments. The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of significant input to determine where within the fair value hierarchy the measurement falls. The estimated fair value measurements in Note 2 – Fair Value Measurements are based on Level 2 of the fair value hierarchy. F-9 Table of Contents Cash and Cash Equivalents – The Company’s cash and cash equivalents are reported using the values as reported by the financial institution where the funds are held. These securities primarily include balances in the Company’s operating and savings accounts. The carrying amount of cash and cash equivalents approximate fair value. Trade Accounts Receivable – The Company records accounts receivable net of allowances for uncollectible accounts and the carrying values approximate fair value due to the short-term nature of the receivables. Restricted Cash – The Company has entered into four separate cash-secured performance standby letter of credit agreements with its primary bank to provide assurance the Company will perform on various construction agreements. As of August 31, 2021, the four letters of credit totaled $ 2.3 million, which are fully secured by cash held in a restricted account at the bank, which approximates its fair value as it is cash held in a savings account. Accounts Payable – The carrying amounts of accounts payable approximate fair value due to the relatively short period to maturity for these instruments. Long-Term Financial Liabilities – The Comprehensive Amendment Agreement No. 1 (the “CAA”) is comprised of a recorded balance and an off-balance sheet or “contingent” obligation associated with the Company’s acquisition of its “Rangeview Water Supply” (as defined in Note 4 – Water and Land Assets ). The amount payable is a fixed amount but is repayable only upon the sale of “Export Water” (as defined in Note 4 – Water and Land Assets ). Because of the uncertainty of the sale of Export Water, the Company has determined that the contingent portion of the CAA does not have a readily determinable fair value. The CAA is described further in Note 5 – Participating Interests in Export Water . Notes Receivable – Related Parties – The carrying amounts of the Notes receivable – related parties (with the Rangeview Metropolitan District (the “Rangeview District”) and the Sky Ranch CAB approximate their fair value because the interest rates on the notes approximate market rates. Off-Balance Sheet Instruments – The Company’s off-balance sheet instruments consist entirely of the contingent portion of the CAA. Because repayment of this portion of the CAA is contingent on the sale of Export Water, which is not reasonably estimable, the Company has determined that the contingent portion of the CAA does not have a determinable fair value. See further discussion in Note 5 – Participating Interests in Export Water . Trade Accounts Receivable The Company records accounts receivable net of allowances for uncollectible accounts. The Company has recorded an allowance for uncollectible accounts in receivables from continuing operations totaling less than $ 0.1 million and $ 0.2 million for the periods ended August 31, 2021 and 2020. The allowance for uncollectible accounts was determined based on a specific review of all past due accounts. Recoverability of Long-Lived Assets The Company evaluates its long-lived assets for impairment if the Company determines events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Estimates of future cash flows and timing of events for evaluating long-lived assets for impairment are based upon management’s assumptions and market conditions. If any of its long-lived assets are deemed to be impaired, the amount of impairment to be recognized is the excess of the carrying amount of the assets over its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the year ended August 31, 2021 the Company did no t identify any indications of impairment loss. The impairment testing of long-lived assets during fiscal 2020 resulted in $ 1.4 million impairment charge for the Arkansas Valley mineral rights, as described below. ​ As of August 31, 2020, the Company assessed the recoverability of its Arkansas Valley mineral rights. The Company determined the carrying value of these mineral rights is not recoverable. As a result, the Company recorded an impairment charge of $ 1.4 million. The charge was recorded in Non-cash mineral asset impairment charge in the consolidated statements of operations and comprehensive income for fiscal 2020. F-10 Table of Contents Capitalized Costs of Water and Wastewater Systems and Depreciation and Depletion Charges Costs to construct water and wastewater systems that meet the Company’s capitalization criteria are capitalized as incurred, including interest, if applicable, and depreciated on a straight-line basis over their estimated useful lives of up to 30 years . The Company capitalizes design and construction costs related to construction activities, and it capitalizes certain legal, engineering and permitting costs relating to the adjudication and improvement of its water assets. The Company depletes its water assets that are being utilized based on units produced (i.e., thousands of gallons sold) divided by the total volume of water adjudicated in the water decrees. Revenue Recognition The Company disaggregates revenue by major product line as reported on the consolidated statements of operations and comprehensive income. The Company currently generates revenues through its two business segments. Revenues are derived through its wholesale water and wastewater business and through the sale of developed land primarily for residential lots, both of which businesses are described below. Water and Wastewater Resource Development Segment Revenues The Company generates revenues through its wholesale water and wastewater business predominantly from the items described below. Because these items are separately delivered and distinct, the Company accounts for each of the items separately. Monthly water usage and wastewater treatment fees – The Company provides water and wastewater services to customers, for which the customers are charged monthly usage fees. Water usage fees are assessed to customers based on actual metered usage each month plus a base monthly service fee assessed per single family equivalent (“SFE”) unit served. One SFE is a customer, whether residential, commercial or industrial, that imparts a demand on the Company’s water or wastewater systems similar to the demand of a family of four persons living in a single-family house on a standard-sized lot. Water usage pricing is based on a tiered pricing structure. The Company recognizes wholesale water usage revenues at a point in time upon delivering water to its customers or its governmental customers’ end-use customers, as applicable. Revenues recognized by the Company from the sale of “Export Water” and other portions of its “Rangeview Water Supply” off the “Lowry Range” are shown gross of royalties to the State of Colorado Board of Land Commissioners (the “Land Board”). The Company is the primary distributor of the Export Water and sets pricing for the sale of Export Water. Revenues recognized by the Company from the sale of water on the Lowry Range are shown net of royalties paid to the Land Board and amounts retained by the Rangeview District. For water sales on the Lowry Range, the Rangeview District is directly selling the water and deemed the primary distributor of the water. The Rangeview District sets the price for the water sales on the Lowry Range. See further description of “Export Water,” the “Lowry Range,” and the “Rangeview Water Supply” in Note 4 – Water and Land Assets under “Rangeview Water Supply and Water System.” The Company also sells raw water for industrial uses, mainly to oil and gas companies for use in the drilling processes (referred to as “O&G operations”). O&G operations revenues are recognized at a point in time upon delivering water to the customer, unless other special arrangements are made. During the years ended August 31, 2021 and 2020, the Company delivered 257.8 million and 76.2 million gallons of water to customers. Of this, 60 % and 1 % was used for O&G operations. The Company recognizes wastewater treatment revenues monthly based on a flat monthly fee and actual usage charges. The monthly wastewater treatment fees are shown net of amounts retained by the Rangeview District. Costs of delivering water and providing wastewater service to customers are recognized as incurred. Water and wastewater tap fees and construction fees/special facility funding – The Company has various water and wastewater service agreements, components of which may require the payment of tap fees. A tap constitutes a right to connect to the wholesale water and wastewater systems through a service line to a residential or commercial building or property, and once granted, the customer may make a physical tap into the wholesale line(s) to connect its property to the Company’s water and/or wastewater systems. The right stays with the property upon sale or transfer. The Company has no obligation to physically connect the property to the lines. Once connected to F-11 Table of Contents the water and/or wastewater systems, the customer has live service and the ability to receive metered water deliveries from the Company’s system and send wastewater into the Company’s system. Thus, the customer has full control of the connection right as it can obtain all the benefits from this right. As such, management has determined that tap fees are separate and distinct performance obligations that are recognized at a point in time. The Company recognizes water and wastewater tap fee revenues at the time the Company grants a right for the customer to connect to the water or wastewater service line to obtain service, and the customer pays the tap fee. During the years ended August 31, 2021 and 2020, the Company recognized $ 4.4 million and $ 4.8 million of water tap fee revenues. The water tap fees recognized are based on the amounts billed by the Rangeview District to customers, after deduction of royalties due to the Land Board for water taps, if applicable, and net of amounts paid to third parties pursuant to the CAA as further described in Note 7 – Long-Term Obligations and Operating Lease . During the years ended August 31, 2021 and 2020, the Company recognized $ 0.8 million and $ 0.9 million of wastewater tap fee revenues. The Company recognizes construction fees, including fees received to construct “special facilities,” over time as the construction is completed because the customer is generally able to use the property improvement to enhance the value of other assets during the construction period. Special facilities are facilities that enable water to be delivered to a single customer and are not otherwise classified as a typical wholesale facility or retail facility. Temporary infrastructure required prior to construction of permanent water and wastewater systems or transmission pipelines to transfer water from one location to another are examples of special facilities. Management has determined that special facilities are separate and distinct performance obligations because these projects are contracted to construct a specific water and wastewater system or transmission pipeline and typically do not include multiple performance obligations in a contract with a customer. For the years ended August 31, 2021 and 2020, the Company recognized $ 0.4 million and $ 0 of special facilities revenue. As of August 31, 2021 and 2020, the Company had no contract liabilities related to water tap and construction fee/special facility funding revenue. Consulting fees – The Company receives, typically monthly, fees from municipalities and area water providers along the I-70 corridor, for contract operations services over time as services are consumed. Consulting fees are recognized monthly based on a flat monthly fee plus charges for additional work performed. During each of the years ended August 31, 2021 and 2020, the Company recognized less than $ 100,000 of consulting fees. These fees are classified in Special facility projects and other income . Land Development Segment Revenues The Company generates revenues through its land development business predominantly from the sources described below. Because these items are separately delivered and distinct, the Company accounts for each of the items separately. Sale of finished lots – The Company acquired approximately 930 acres of land zoned as a Master Planned Community known as Sky Ranch. The Company has entered into purchase and sale agreements with home builders pursuant to which the Company agreed to sell, and each builder agreed to purchase, residential lots at Sky Ranch. The Company began the first development phase in March 2018 and broke ground on the second development phase in February 2021. The first development phase is nearly complete and includes 509 lots, of which 505 were sold to three homebuilders and the remainder were retained by the Company for use in its build-to-rent business. The second development phase is planned to have 850 lots ( 804 under contract with homebuilders and 46 retained for use in the build-to-rent business), is being developed in four subphases (the first subphase is what broke ground in February 2021, which includes a total of 229 lots, 219 lots are sold to home builders with 10 being retained for use in the build-to-rent business). The timing of cash flows from the second development phase, consistent with the first development phase, include certain milestone deliveries, including, but not limited to, completion of governmental approvals for final plats, installation of wet utility public improvements, and final completion of lot deliveries. F-12 Table of Contents The Company sells lots at Sky Ranch pursuant to distinct agreements with each home builder. These agreements follow one of two formats: (1) The sale of a finished lot, whereby the homebuilder pays for a ready-to-build finished lot and the sales price is paid in a lump-sum upon completion of the finished lot that is permit ready. The Company recognizes revenues at the point in time of the closing of the sale of a finished lot in which control transfers to the homebuilder as the transaction cycle is then complete and the Company has no further obligations on the lot. a. For the years ended August 31, 2021 and 2020, the Company received payment and recognized revenue of $ 1.6 million and $ 4.9 million from one homebuilder from the sale of 22 and 70 finished lots. (2) The sale of finished lots pursuant to a lot development agreement with builders, whereby the Company receives payments in stages that include: (i) payment upon the delivery of platted lots (which requires the Company to deliver deeded title to individual lots), (ii) a second payment upon the completion of certain infrastructure milestones, and (iii) final payment upon the delivery of the finished lot. Ownership and control of the platted lots pass to the builders once the Company closes the sale of the platted lots. Because the builder (i.e., the customer) takes control of the lot at the first closing and subsequent improvements made by the Company improve the builder’s lot as construction progresses, the Company accounts for revenue under this delivery agreement over time with progress measured based upon costs incurred to date compared to total expected costs. Any revenue in excess of amounts entitled to be billed is reflected on the balance sheet as a contract asset, and amounts received in excess of revenue recognized are recorded as deferred revenue. a. For the years ended August 31, 2021 and 2020, the Company recognized $ 4.2 million and $ 14.0 million of lot sale revenue over time related to the first and second development phases at Sky Ranch pursuant to lot development agreements. As of August 31, 2021, the Company had received cumulative payments of $ 26.2 million related to the agreements with home builders in the first development phase relating to 356 lots from two home builders, and $ 3.9 million from three home builders in the second development phase. Of the amounts received in the first development phase, $ 26.0 million was recognized as revenue over time based on the costs incurred to date compared to total expected costs for full completion of the 356 lots. Of the amounts received in the second development phase, $ 2.2 million was recognized as revenue over time based on the costs incurred to date compared to total expected costs for full completion of the 152 lots sold pursuant to lot development agreement. b. The Company does not have any material significant payment terms as all payments from the homebuilders are expected to be received within 12 months after the delivery of the platted lot. The Company adopted the practical expedient for financing components and does not need to account for a financing component of these lot sales as the delivery of lot sales is expected to occur within one year . Reimbursable Costs for Public Improvements – The Sky Ranch CAB is obligated to construct certain public improvements at Sky Ranch. Public improvements are items that are not associated with an individual lot or home, but can be used by the public, whether living in Sky Ranch or not. Public improvements include items such as roads, curbs, sidewalks, landscaping, and parks but also includes items such as water distribution systems, sewer collection systems, storm water systems, and drainage improvements. These public improvements are constructed pursuant to design standards specified by local governmental jurisdictions including the Sky Ranch Metropolitan District Nos. 1, 3, 4, 5,6 7 and 8 (collectively, the “Sky Ranch Districts”), the Sky Ranch CAB, Arapahoe County, and the local stormwater authority and, after inspection and acceptance, are turned over to the applicable governmental entity to own, operate and maintain. Pursuant to agreements between the Company and the Sky Ranch CAB (see Note 14 – Related Party Transactions ), the Company is obligated to provide advance funding to the Sky Ranch CAB related to the construction of these public improvements pursuant to a note. Because public improvements are utilized by more than just a single home, the costs are typically reimbursed through property tax assessments, fees and other funding mechanisms like municipal bonds. During the first development phase at Sky Ranch, the Sky Ranch CAB expended $ 32.6 million to build these public improvements, including construction support activities totaling $ 29.7 million and accrued interest of $ 2.9 million, for which the Company provided the funding. Pursuant to the funding agreement between the Company and the Sky Ranch CAB, the constructions costs, the accrued interest, and project management fees are payable to the Company since the Company provided the initial funding. In November 2019, the Sky Ranch CAB issued $ 13.2 million of bonds to recover a portion of the total $ 32.7 million expected to be received related to the public improvements constructed for the first development phase at Sky F-13 Table of Contents Ranch. Upon the issuance of the bonds, the Company received $ 10.5 million as partial reimbursement for advances the Company made to the Sky Ranch CAB. Additionally, in January 2021, the Sky Ranch CAB paid the Company $ 0.4 million as a result of unencumbered funds from a 2020 budget surplus. With the first development phase nearing completion, 804 lots under contract in the second development phase sold (with 152 in the first subphase sold), the Sky Ranch CAB has established a tax base with revenue and fee generation from expected tax collections. Historically, the recognition of these costs was contingent upon the Sky Ranch CAB repaying the Company, but as a mill levy increase was approved due to the remaining development phases at Sky Ranch being in a different taxing district, higher than projected assessed values on completed homes, and the growing lots paying taxes, the Sky Ranch CAB has established a revenue base which the Company has determined provides the Sky Ranch CAB the ability to repay the Company. The Company has determined the reimbursement of these public improvement costs, for which the Company has an enforceable right to payment for costs incurred, are probable of collection due, as such, the Company has recognized the reimbursable public improvements costs incurred to date at Sky Ranch. During the year ended August 31, 2021, the Company recognized an initial $ 21.7 million related to the Note receivable – related party related which was recorded to Project management revenue, Other income, and Interest Income - related party. For the second development phase and beyond, the Company will continue to assess the collectability of reimbursable public improvement expenditures. The Sky Ranch CAB has an obligation to repay the Company but the ability of the Sky Ranch CAB to repay the Company before the contractual termination of December 31, 2060, is dependent upon the continued establishment of a sufficient tax base or other fee generating activities sufficient to recover reimbursable costs incurred. Public improvements are considered contract fulfillment costs of the Sky Ranch CAB which are payable to the Company, for which the Company has determined collectability is deemed to be probable and the public reimbursable expenditures incurred related to the second development phase are; therefore, reflected as Notes receivable - related party. During the year ended August 31, 2021, the Company recognized $ 3.1 million of project management revenue, other income, and interest income related to the amounts owed to the Company by the Sky Ranch CAB related to both development phases. The Company will evaluate the Notes receivable - related party for indicators of impairment each reporting period and an impairment charge will be incurred for any amounts deemed uncollectible. The note receivable from the Sky Ranch CAB bears an interest rate of six percent ( 6 %) per annum until paid. Project management services – Pursuant to two Service Agreements for Project Management Services (the “Project Management Agreements”) with the Sky Ranch CAB, the Company acts as the project manager and provides the services required to deliver the Sky Ranch CAB-eligible public improvements (see discussion of reimbursable public improvements above), including but not limited to Sky Ranch CAB compliance; planning design and approvals; project administration; contractor agreements; and construction management and administration. The Company is responsible for all expenses it incurs in the performance of the Project Management Agreements and is not entitled to any reimbursement or compensation except as set forth in the Project Management Agreements, unless otherwise approved in advance by the Sky Ranch CAB in writing. The Company receives a project management fee of five percent ( 5 %) of actual qualifying construction costs of Sky Ranch CAB-eligible public improvements. The project management fee is based only on the actual costs of the improvements; thus, items such as fees, permits, review fees, consultant or other soft costs, and land acquisition or any other costs that are not directly related to the cost of construction of Sky Ranch CAB-eligible public improvements are not included in the calculation of the project management fee. Soft costs and other costs incurred by the Company that are not directly related to the construction of Sky Ranch CAB-eligible public improvements are included in Land development inventories and accounted for in the same manner as construction support activities as described below. Per the Project Management Agreements, no payment is required by the Sky Ranch CAB with respect to project management fees unless and until the Sky Ranch CAB and/or the Sky Ranch Districts have sufficient funds from tax assessment, fees or the issuance of municipal bonds in an amount sufficient to reimburse the Company for all or a portion of advances provided, or expenses incurred for construction of public improvements that qualify as reimbursable expenses. Historically, the recognition of project management revenue was deferred as the payment was deemed contingent on a sufficient tax base and or the issuance of municipal bonds for collectability to be considered probable. Due to an approved increase in the mill levy due to the remaining phases being in a different taxing district, the completion of the first development phase, higher than projected assessed home values, and the increase in lots under contract, the Company has determined that it is probable that the Sky Ranch CAB can pay the Company its project management fee, for which service has previously been provided. The Company has determined that payment from the Sky Ranch CAB is probable and as such, during the fiscal year ended August 31, 2021, the Company recognized $ 1.7 million of project management revenue from construction activities at Sky Ranch. The $ 1.7 million is included with the Notes receivable - related party and accrues interest at six percent ( 6 %) per annum. Future amounts will be added to Land development inventories or Notes receivable – related party, dependent upon whether collectability is deemed to be probable of occurrence. F-14 Table of Contents Construction support activities – The Company performs certain construction activities at Sky Ranch. The activities performed include construction and maintenance of the grading erosion and sediment control best management practices and other construction-related services. For Phase 1, these activities are invoiced to the Sky Ranch CAB upon completion and will be recognized as Land development inventories or Notes receivable – related party, dependent upon whether collectability is deemed to be reasonably assured. The second development phase activities are invoiced based on an agreement between the Company and the Sky Ranch CAB. The amounts are invoiced and recognized in Special facility projects and other and is a component in Trade accounts receivable, net. The following table summarizes the amounts the Company paid, what was repaid by the Sky Ranch CAB and amounts still owed to the Company by the Sky Ranch CAB: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of August 31, 2021 ​ ​ ​ ​ ​ ​ ​ Amounts payable to Pure ​ ​ ​ ​ ​ Payments repaid by ​ Cycle by the Sky Ranch ​ Costs incurred to date Sky Ranch CAB CAB ​ ​ (In thousands) Phase 1 ​ ​ ​ ​ ​ ​ ​ ​ ​ Public improvements ​ $ 27,199 ​ $ 10,505 ​ $ 16,694 Accrued interest ​ 2,926 ​ 400 ​ 2,526 Project management services ​ 1,570 ​ — ​ 1,570 Construction support activities ​ 951 ​ — ​ 951 Phase 1 reimbursable costs ​ $ 32,646 ​ $ 10,905 ​ $ 21,741 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Phase 2 ​ ​ ​ ​ ​ ​ ​ ​ ​ Public improvements ​ $ 2,935 ​ $ — ​ $ 2,935 Accrued interest ​ ​ 33 ​ ​ — ​ ​ 33 Project management services ​ ​ 85 ​ ​ — ​ ​ 85 Phase 2 reimbursable costs ​ $ 3,053 ​ $ — ​ $ 3,053 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total reimbursable costs ​ $ 35,699 ​ $ 10,905 ​ $ 24,794 ​ The Company believes it will incur an additional $ 0.2 million before the end of its second quarter of fiscal 2022, to complete the construction related to public improvements in the first development phase at Sky Ranch, and $ 14.2 million related to the first subphase of the second development phase through the end of its fiscal 2022. Deferred Revenue As noted above, the Company recognizes certain lot sales over time as construction activities progress for lots sold pursuant to lot development agreements and not when payment is received. Based on this, the Company will frequently receive milestone payments before revenue can be recognized (i.e. prior to the Company completing cumulative progress which faithfully represents the transfer of goods and services to the customer) which results in the Company recording deferred revenue. The Company recognizes this revenue into income as construction activities progress measured based on costs incurred to total expected costs of the project which management believes is a faithful representation of the transfer of goods and services to the customer. Prior to fiscal 2020, the Company received up-front payments for certain oil and gas leases which permitted an oil and gas operator priority rights to water deliveries over a specified period of time. As the Company was not required to perform on its delivery obligations when the payments were received, recognition of revenue was deferred and was recognized on a straight-line basis over the agreement term. All up-front payments have been fully recognized as of the first quarter of fiscal 2021. The Company also received an up-front payment from an oil and gas industrial customer to reserve priority water for their operations, which the Company is recognizing this revenue based either on actual usage each reporting period or based on amounts which have expired pursuant to the agreement. The customer had up to one year from the invoice date to use such water. The customer did not use the water in the contract period which ended in January 2021, and such water was forfeited by the customer resulting in the Company recognizing revenue of $ 1.2 million. F-15 Table of Contents As of August 31, 2021 and 2020, the Company’s deferred revenues along with the changes in the deferred revenues are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, 2021 August 31, 2020 ​ ​ (In thousands) Land development segment ​ $ 1,995 ​ $ 1,635 Water and wastewater resource development segment ​ 410 ​ 1,965 Balance, end of period ​ $ 2,405 ​ $ 3,600 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, 2021 August 31, 2020 ​ ​ (In thousands) ​ (In thousands) Balance, August 31, 2020 ​ $ 3,600 ​ $ 5,059 Deferral of revenue ​ 6,884 ​ 24,643 Recognition of unearned revenue ​ ​ ( 8,079 ) ​ ​ ( 26,102 ) Balance, August 31, 2021 ​ $ 2,405 ​ $ 3,600 ​ When recognized, the amounts reflected as unearned revenue will be recorded in lot sales , metered water usage from oil and gas operations , or Other income oil and gas lease income, net in the Consolidated Statements of Operations and Comprehensive Income. ​ Royalty and Other Obligations Revenues from the sale of Export Water are shown gross of royalties payable to the Land Board. Revenues from the sale of water on the Lowry Range are invoiced directly by the Rangeview District, and a percentage of such collections are then paid to the Company by the Rangeview District. Water revenue from such sales are shown net of royalties paid to the Land Board and amounts retained by the Rangeview District. Oil and Gas Lease Payments As further described in Note 4 – Water and Land Assets below, on March 10, 2011, the Company entered a Paid-Up Oil and Gas Lease (the “Sky Ranch O&G Lease”) and a Surface Use and Damage Agreement that have been assigned to various other oil and gas companies as a result of acquisitions. Six wells have been drilled within the Company’s mineral interest and placed into service ( four new wells beginning in fiscal 2021) and are producing oil and gas and accruing royalties to the Company. During the years ended August 31, 2021, and 2020, the Company received $ 0.3 million and $ 0.7 million, in royalties attributable to these wells. The Company classifies income from lease and royalty payments as Other income in the consolidated statements of operations and comprehensive income as the Company does not consider these arrangements to be an operating business activity. Oil and gas operations, although material in certain years, are deemed a passive activity as the Chief Operating Decision Maker (“CODM”) does not actively allocate resources to these projects; therefore, this is not classified as a reportable segment. Share-based Compensation The Company maintains a stock option plan for the benefit of its employees and non-employee directors. The Company recognizes share-based compensation costs as expenses over the applicable vesting period of the stock award using the straight-line method. The compensation costs to be expensed are measured at the grant date based on the fair value of the award. The Company has adopted the alternative transition method for calculating the tax effects of share-based compensation, which allows for a simplified method of calculating the tax effects of employee share-based compensation. The impact on the income tax provision for the granting and exercise of stock options during each of the years ended August 31, 2021 and 2020, was immaterial. During the years ended August 31, 2021 and 2020, the Company recognized $ 0.5 million and $ 0.5 million of share-based compensation expense. Income Taxes The Company uses a “more-likely-than-not” threshold for the recognition and de-recognition of tax positions, including any potential interest and penalties relating to tax positions taken by the Company. The Company does no t have any significant unrecognized tax benefits as of August 31, 2021. F-16 Table of Contents The Company records deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating losses and tax credit carry-forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company files income tax returns with the Internal Revenue Service and the State of Colorado. The tax years that remain subject to examination are fiscal 2016 through fiscal 2020. The Company does no t believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax positions as a component of income tax expense. At August 31, 2021, the Company did no t have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year ended August 31, 2020. Earnings per Common Share Basic earnings per common share is computed by dividing net income by the weighted-average number of shares outstanding during each period. Diluted earnings per share is computed similarly but reflects the potential dilution that would occur if dilutive options were exercised and all unvested share-based payment awards were vested. Certain outstanding options are excluded from the diluted earnings per share calculation because they are anti-dilutive (i.e., their assumed conversion into common stock would increase rather than decrease earnings per share). ​ Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its consolidated financial statements and to ensure that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. New pronouncements assessed by the Company recently are discussed below: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Companies will now use forward-looking information to better inform their credit loss estimates. ASU 2016-13 was set to be effective for public companies on January 1, 2020; however, the FASB delayed the effective date for smaller reporting companies, which for the Company the effective date is September 1, 2023. The Company continues to monitor economic implications of the COVID-19 pandemic and is analyzing how the adoption of ASU 2016-13 might impact its notes receivable from the Sky Ranch CAB and the Rangeview District, but the Company does not anticipate ASU 2016-12 having a material impact on the Company’s consolidated financial statements. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. ​ NOTE 3 – FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of significant inputs to determine the level in the fair value hierarchy which is applicable to the fair value measure. Level 1 — Valuations for assets and liabilities traded in active exchange markets, such as The NASDAQ Stock Market. As of August 31, 2021 and August 31, 2020, the Company had no Level 1 assets or liabilities. Level 2 — Valuations for assets and liabilities obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. As of August 31, 2021 and 2020, the Company had no Level 2 assets. F-17 Table of Contents Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, including discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain significant unobservable assumptions and projections in determining the fair value assigned to such assets or liabilities. As of August 31, 2021, the Company had one Level 3 liability, the contingent portion of the CAA. As of August 31, 2020, the Company had one Level 3 liability, the contingent portion of the CAA. The Company has determined that the contingent portion of the CAA does not have a readily determinable fair value (see Note 5 – Participating Interests in Export Water ). The Company maintains policies and procedures to value instruments using what management believes to be the best and most relevant data available. Non-Recurring Fair Value Measures During 2020, as described in Note 2 – Summary of significant Accounting Policies, the Company determined the carrying value of the Arkansas mineral rights was not recoverable and recorded an impairment of $ 1.4 million. The Company estimated the fair value of the mineral rights using a market approach based upon anticipated sales proceeds less costs to sell. There were no transfers between Level 1, 2 or 3 categories during the years ended August 31, 2021 or 2020. NOTE 4 – WATER AND LAND ASSETS Investment in Water and Water Systems The Company’s water and water systems consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, 2021 ​ August 31, 2020 ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Depreciation ​ ​ ​ ​ Depreciation ​ Costs and Depletion Costs and Depletion ​ ​ (In thousands) Rangeview water supply ​ $ 14,622 ​ $ ( 17 ) ​ $ 14,570 ​ $ ( 15 ) Sky Ranch water rights and other costs ​ 7,338 ​ ( 1,087 ) ​ 7,499 ​ ( 981 ) Fairgrounds water and water system ​ 2,900 ​ ( 1,327 ) ​ 2,900 ​ ( 1,239 ) Rangeview water system ​ 17,526 ​ ( 1,470 ) ​ 15,948 ​ ( 789 ) Water supply – Other ​ 7,569 ​ ( 1,433 ) ​ 7,550 ​ ( 1,116 ) Wild Pointe service rights ​ 1,632 ​ ( 775 ) ​ 1,632 ​ ( 708 ) Sky Ranch pipeline ​ 5,727 ​ ( 793 ) ​ 5,727 ​ ( 602 ) Lost Creek water supply ​ 3,374 ​ — ​ 3,372 ​ — Construction in progress ​ 3,304 ​ — ​ 1,339 ​ — Totals ​ 63,992 ​ ( 6,902 ) ​ 60,537 ​ ( 5,450 ) Net investments in water and water systems ​ $ 57,090 ​ ​ ​ ​ $ 55,087 ​ ​ ​ ​ Construction in progress primarily consists of the development of the Box Elder water project, the BTR houses and the Sky Ranch residential and commercial development. The Company anticipates the projects will be placed in service during fiscal 2022. Depletion and Depreciation During the years ended August 31, 2021 and 2020, the Company recorded an immaterial amount of depletion charges, which relates entirely to the Rangeview Water Supply (as defined below). During the years ended August 31, 2021 and 2020, the Company recorded $ 1.8 million and $ 1.7 million of depreciation expense. These figures include $ 0.3 million and $ 0.4 million of depreciation expense for other equipment not included in the table above in the fiscal years ended August 31, 2021 and 2020. F-18 Table of Contents The following table presents the estimated useful lives by asset class used for calculating depreciation and depletion charges: ​ ​ ​ ​ Assets Classes Estimated Useful Lives Wild Pointe Units of production depletion Rangeview water supply Units of production depletion Lost Creek water supply Units of production depletion Rangeview, Sky Ranch and WISE water systems 30 years ECCV wells 10 years Furniture and fixtures 5 years Trucks and heavy equipment 5 years Water system general (pumps, valves, etc.) 5 years Computers 3 years Water equipment 3 years Software 1 year ​ Rangeview Water Supply and Water System The “Rangeview Water Supply” consists of approximately 27,000 acre-feet and is a combination of tributary surface water and groundwater rights along with certain storage rights associated with the Lowry Range, a 26,000 -acre property owned by the Land Board located 16 miles southeast of Denver, Colorado. As of August 31, 2021, the Company has invested $ 17.9 million in facilities to extend water service to customers located on and off the Lowry Range. The recorded costs of the Rangeview Water Supply include payments to the sellers of the Rangeview Water Supply, design and construction costs and certain direct costs related to improvements to the asset, including legal and engineering fees. The Company acquired the Rangeview Water Supply in 1996 pursuant to the following agreements: ● 1996 Amended and Restated Lease Agreement between the Land Board and the Rangeview District, which was superseded by the 2014 Amended and Restated Lease Agreement, dated July 10, 2014 (the “Lease”), between the Company, the Land Board, and the Rangeview District; ● The 1996 Service Agreement between the Company and the Rangeview District, which was superseded by the Amended and Restated Service Agreement, dated July 11, 2014, between the Company and the Rangeview District (the “Lowry Service Agreement”), which provides for the provision of water service to the Rangeview District’s customers located on the Lowry Range; ● The Agreement for Sale of non-tributary and not non-tributary groundwater between the Company and the Rangeview District (the “Export Agreement”), pursuant to which the Company purchased a portion of the Rangeview Water Supply referred to as the “Export Water” because the Export Agreement allows the Company to export water from the Lowry Range to supply water to nearby communities; and ● The 1997 Wastewater Service Agreement between the Company and Rangeview District (the “Lowry Wastewater Agreement”), which allows the Company to provide wastewater service to the Rangeview District’s customers on the Lowry Range. The Lease, the Lowry Service Agreement, the Export Agreement, and the Lowry Wastewater Agreement are collectively referred to as the “Rangeview Water Agreements.” In August 2019, the Company purchased approximately 300 acre-feet of fully consumptive surface water in the Lost Creek Designated Ground Water Basin (“Lost Creek Water”). The Lost Creek Water is currently adjudicated for agricultural use, and the Company has filed an application with the Colorado water court to change the use of the water to augment its municipal/industrial water supplies at the Lowry Range. The Company has consolidated the Lost Creek Water with the Rangeview Water Supply to provide service to the Rangeview District’s customers both on and off the Lowry Range. F-19 Table of Contents Pursuant to the Rangeview Water Agreements, the Company owns 11,650 acre-feet of water consisting of 10,000 acre-feet of groundwater and 1,650 acre-feet of average yield surface water which can be exported off the Lowry Range to serve area users (referred to as “Export Water”). The 1,650 acre-feet of surface rights are subject to completion of documentation by the Land Board related to the Company’s exercise of its right to substitute an aggregate gross volume of 165,000 acre-feet of its groundwater for 1,650 acre-feet per year of adjudicated surface water and to use this surface water as Export Water. Additionally, assuming completion of the substitution of groundwater for surface water, the Company has the exclusive right to provide water and wastewater service, through 2081, to all water users on the Lowry Range and the right to develop an additional 13,685 acre-feet of groundwater and 1,650 acre-feet of adjudicated surface water to serve customers either on or off the Lowry Range. The Rangeview Water Agreements also provide for the Company to use surface reservoir storage capacity in providing water service to customers both on and off the Lowry Range. Services on the Lowry Range – Pursuant to the Rangeview Water Agreements, the Company designs, finances, constructs, operates and maintains the Rangeview District’s water and wastewater systems to provide service to the Rangeview District’s customers on the Lowry Range. The Company will operate both the water and the wastewater systems during the contract period, and the Rangeview District owns both systems. After 2081, ownership of the water system will revert to the Land Board, with the Rangeview District retaining ownership of the wastewater system. Rates and charges for all water and wastewater services on the Lowry Range, including tap fees and usage or monthly fees, are governed by the terms of the Rangeview Water Agreements. Rates and charges cannot exceed the average of similar rates and charges of three surrounding municipal water and wastewater service providers, which are reassessed annually. Pursuant to the Rangeview Water Agreements, the Land Board receives a royalty of 10 % or 12 % of gross revenues from the sale or disposition of the water, depending on the nature and location of the purchaser of the water, except that the royalty on tap fees shall be 2 % (other than taps sold for Sky Ranch which are exempt). The Company also is required to pay the Land Board a minimum annual water production fee of $ 45,600 per year, which offsets earned royalties, and annual rent of $ 8,400 which amount is increased every five years based on the Consumer Price Index for Urban Customers. The Rangeview District retains 2 % of the remaining revenues, and the Company receives 98 % of the remaining revenues after the Land Board royalty. The Land Board does not receive a royalty on wastewater fees. The Company receives 100 % of the Rangeview District’s wastewater tap fees and 90 % of the Rangeview District’s wastewater treatment fees (the Rangeview District retains the other 10 %). Export Water – The Company owns the Export Water and intends to use it to provide wholesale water and wastewater services to customers off the Lowry Range, including customers of the Rangeview District and other governmental entities and industrial and commercial customers. The Company will own all wholesale facilities required to extend water and wastewater services using its Export Water. The Company anticipates contracting with third parties for the construction of these facilities. If the Company sells Export Water, the Company is required to pay royalties to the Land Board ranging from 10 % to 12 % of gross revenues, except that the royalty on tap fees shall be 2 % (other than taps sold for Sky Ranch which are exempt). WISE The WISE Partnership Agreement provides for the purchase of certain infrastructure (i.e., pipelines, water storage facilities, water treatment facilities, and other appurtenant facilities) to deliver water to and among the ten members of the SMWA, Denver Water and Aurora Water. Certain infrastructure has been constructed and other infrastructure will be constructed over the next several years. During the years ended August 31, 2021 and 2020, the Company made less than $ 0.1 million and $ 2.9 million in capital investments in WISE. Capitalized terms used under this caption are defined in Note 7 – Long-Term Obligations and Operating Lease . The Arapahoe County Fairgrounds Water and Water System The Company owns 321 acre-feet of groundwater purchased pursuant to its agreement with Arapahoe County. The Company plans to use this water in conjunction with its Rangeview Water Supply in providing water to areas outside the Lowry Range. The $ 2.9 million of capitalized costs noted in the table Investment in Water and Water Systems above includes the costs to construct various wholesale and special facilities, including a new deep water well, a 500,000 -gallon water tank and pipelines to transport water to the Arapahoe County fairgrounds. F-20 Table of Contents The Lost Creek Water Supply In August 2019, the Company purchased 150 acre-feet of ditch water rights, 800 acre-feet of renewable groundwater rights, 70 acre-feet of deep groundwater rights and 260 acres of land in Weld County. Total consideration for the land, water and related costs was $ 3.5 million. The Company allocated the acquisition cost to the land and water rights based on estimates of each asset’s respective fair value at the acquisition date. The purchase of the Lost Creek land and water was accounted for as an asset acquisition. Service to Customers Not on the Lowry Range Sky Ranch – In 2010, the Company purchased approximately 930 acres of undeveloped land known as Sky Ranch. The property includes the rights to approximately 830 acre-feet of water, which the Company is using in conjunction with its Rangeview Water Supply to provide water service to the Rangeview District’s customers at Sky Ranch. The $ 23.4 million of capitalized costs includes the costs to acquire the water rights and to construct various facilities. Total consideration for the land, water, and acquisition related costs and fees was $ 7.6 million. The Company allocated the total acquisition cost to the land and water rights based on estimates of each asset’s respective fair value at the acquisition date. The purchase of the Sky Ranch land and water was accounted for as an asset acquisition. In June 2017, the Company completed and placed into service its Sky Ranch pipeline, which cost $ 5.7 million to construct, connecting its Sky Ranch water system to the Rangeview District’s water system. Wild Pointe – On December 15, 2016, the Rangeview District, acting by and through its water activity enterprise, and Elbert & Highway 86 Commercial Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado, acting by and through its water enterprise (the “Elbert 86 District”), entered into a Water Service Agreement (the “Wild Pointe Service Agreement”). Subject to the conditions set forth in the Wild Pointe Service Agreement and the terms of the Company’s engagement by the Rangeview District as the Rangeview District’s exclusive service provider, the Company acquired, among other things, the exclusive right to provide water services to residential and commercial customers in the Wild Pointe development, located in unincorporated Elbert County, Colorado, for $ 1.6 million in cash. Pursuant to the terms of the Wild Pointe Service Agreement, the Company, in its capacity as the Rangeview District’s service provider, is responsible for providing water services to all users of water services within the boundaries and service area of the Elbert 86 District and for operating and maintaining the Elbert 86 District’s water system. In exchange, the Company receives 100 % of the tap fees from new customers and 98 % of all other fees and charges, including monthly water service revenues, remitted to the Rangeview District by the Elbert 86 District pursuant to the Wild Pointe Service Agreement. The Elbert 86 District’s water system currently provides water service to approximately 200 SFE water connections in Wild Pointe. O&G Leases In 2011, the Company entered the Sky Ranch O&G Lease. Pursuant to the Sky Ranch O&G Lease, the Company received an up-front payment for the purpose of exploring for, developing, producing, and marketing oil and gas on 634 acres of mineral estate owned by the Company at its Sky Ranch property. The Sky Ranch O&G Lease is now held by production, entitling the Company to royalties based on production. In September 2017, the Company entered a three-year O&G Lease for the purpose of exploring for, developing, producing, and marketing oil and gas on 40 acres of mineral estate owned by the Company adjacent to the Lowry Range. This O&G lease expired during the year end August 31, 2021. Land and Mineral Rights As part of the Sky Ranch acquisition, the Company acquired approximately 930 acres of land, of which approximately 215 acres have been sold to home builders for the purpose of building residential homes. Additionally, the Company holds approximately 13,900 acres of mineral interests in Southeast Colorado in Otero, Bent and Prowers Counties. These mineral rights were initially valued at $ 1.4 million, but as further described in Note 2 – Summary of significant Accounting Policies , in fiscal 2020 the Company assessed the recoverability of the Arkansas Valley mineral right and determined that the fair value of these assets was below their carrying value by $ 1.4 million. As a result, the Company recorded an impairment charge F-21 Table of Contents of $ 1.4 million in Non-cash mineral rights impairment charge in the consolidated statements of operations and comprehensive income for fiscal 2020. As of August 31, the costs allocated to the Company’s land is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, 2021 August 31, 2020 ​ ​ (In thousands) Sky Ranch Land ​ $ 2,601 ​ $ 3,569 Sky Ranch development costs ​ ​ 3,105 ​ ​ 1,128 Lost Creek land ​ 218 ​ 218 Net land and mineral interest ​ $ 5,924 ​ $ 4,915 ​ ​ ​ NOTE 5 – PARTICIPATING INTERESTS IN EXPORT WATER The acquisition of the Rangeview Water Supply was finalized with the signing of the CAA in 1996. Upon entering the CAA, the Company recorded a liability of $ 11.1 million, which represented the cash the Company received from the participating interest holders that was used to purchase the Company’s Export Water (described in greater detail in Note 4 – Water and Land Assets ). The Company agreed to remit a total of $ 31.8 million of proceeds received from the sale of Export Water to the participating interest holders in return for their initial $ 11.1 million investment. The obligation for the $ 11.1 million was recorded as debt, and the remaining $ 20.7 million contingent liability was (and is) not reflected on the Company’s balance sheet because the obligation to pay this is contingent on the sale of Export Water, the amounts and timing of which are not reasonably determinable. The CAA obligation is non-interest bearing, and if the Export Water is not sold, the parties to the CAA have no recourse against the Company. Additionally, if the Company does not sell the Export Water, the holders of the Series B Preferred Stock are not entitled to payment of any dividend and have no contractual recourse against the Company. As the proceeds from the sale of Export Water are received and the amounts are remitted to the CAA holders, the Company allocates a ratable percentage of each payment to the principal portion (the Participating Interests in Export Water Supply liability account), with the balance of the payment being charged to the contingent obligation portion. Because the original recorded liability, which was $ 11.1 million, was 35 % of the original total liability of $ 31.8 million, approximately 35 % of each payment remitted to the CAA holders is allocated to the recorded liability account. The remaining portion of each payment is allocated to the contingent obligation, which is recorded on a net revenue basis. Since entering the CAA, the Company has repurchased various portions of the CAA obligations, which retained their original priority. During the years ended August 31, 2021 and 2020, the Company did not make any CAA acquisitions. Because of these acquisitions, the Company is currently receiving 88 % of the total proceeds from the sale of Export Water (after payment of the Land Board royalty). Additionally, as a result of the acquisitions, and the consideration from the cumulative sales of Export Water, at August 31, 2021, the remaining total potential third-party off-balance sheet obligation is just under $ 1.0 million, while the recorded portion is $ 0.3 million ​ The CAA includes contractually established priorities which call for payments to CAA holders in order of their priority. This means the first payees receive their full payment before the next priority level receives any payment and so on until full repayment. Of the next $ 6.3 million of Export Water payouts, which at current levels would occur over several years, the Company will receive $ 5.5 million. Thereafter, the Company will be entitled to all but $ 0.2 million of the proceeds from the sale of Export Water after deduction of the Land Board royalty. ​ F-22 Table of Contents NOTE 6 – ACCRUED LIABILITIES At August 31, 2021 and 2020, the Company had accrued liabilities of $ 4.1 million and $ 2.6 million, specific balances are detailed in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, 2021 August 31, 2020 ​ ​ (In thousands) Due to the Sky Ranch CAB - related party ​ $ 2,187 ​ $ 1,169 Accrued compensation ​ ​ 729 ​ ​ 767 Other operating payables ​ 248 ​ 353 WISE water ​ ​ 62 ​ ​ 69 Land development - warranty and other - related party ​ 56 ​ — Operating lease obligations ​ ​ 84 ​ ​ 74 Property taxes ​ ​ 50 ​ ​ 72 Professional fees ​ ​ 51 ​ ​ 56 Due to Rangeview - related party ​ ​ 638 ​ ​ 43 Total ​ $ 4,105 ​ $ 2,603 ​ The amounts due to the Sky Ranch CAB are included in Notes receivable – related parties, including accrued interest or Land development i nventories. The amounts recorded in inventory will be subsequently expensed through Land development construction costs . In addition, the amounts payable to the Rangeview District relate to construction costs of water infrastructure, these costs are included in Investments in water and water systems. The remaining items that make up accrued liabilities are generally self-explanatory. ​ NOTE 7 – LONG-TERM OBLIGATIONS AND OPERATING LEASE As of August 31, 2021 and 2020, the Company had no debt. During the year August 31, 2021, the Company entered four Irrevocable Letters of Credit (the “LOCs”). The LOCs are to guarantee the Company’s performance related to certain construction projects at Sky Ranch. As long as the Company performs on the contracts, which the Company has the full intent and ability to perform on the contracts, the LOC’s will expire at various dates from December 2023 through July 2024. As of August 31, 2021, these four LOCs totaled $ 2.3 million, which are secured by cash balances maintained in restricted cash accounts at the Company’s bank. The Participating Interests in Export Water Supply are obligations of the Company that have no scheduled maturity dates. Therefore, these liabilities are not disclosed in tabular format. However, the Participating Interests in Export Water Supply are described in Note 5 – Participating Interests in Export Water . WISE Partnership During December 2014, the Company, through the Rangeview District, consented to the waiver of all contingencies set forth in the Amended and Restated WISE Partnership – Water Delivery Agreement, dated December 31, 2013 (the “WISE Partnership Agreement”), among the City and County of Denver acting through its Board of Water Commissioners (“Denver Water”), the City of Aurora acting by and through its utility enterprise (“Aurora Water”), and the South Metro WISE Authority (“SMWA”). The SMWA was formed by the Rangeview District and nine other governmental or quasi-governmental water providers pursuant to the South Metro WISE Authority Formation and Organizational Intergovernmental Agreement, dated December 31, 2013 (the “SM IGA”), to enable the members of SMWA to participate in the regional water supply project known as the Water Infrastructure Supply Efficiency partnership (“WISE”) created by the WISE Partnership Agreement. The SM IGA specifies each member’s pro rata share of WISE and the members’ rights and obligations with respect to WISE. The WISE Partnership Agreement provides for the purchase of certain infrastructure (i.e., pipelines, water storage facilities, water treatment facilities, and other appurtenant facilities) to deliver water to and among the 10 members of the SMWA, Denver Water and Aurora Water. Certain infrastructure has been constructed and other infrastructure will be constructed over the next several years. Pursuant to the terms of the Rangeview/Pure Cycle WISE Project Financing and Service Agreement (the “WISE Financing Agreement”) between the Company and the Rangeview District, the Company has an agreement to fund the Rangeview District’s participation in WISE effective as of December 22, 2014. During the years ended August 31, 2021 and 2020, the Company, through the Rangeview F-23 Table of Contents District, purchased 120 acre-feet and 49 acre-feet of WISE water for $ 0.6 million and $ 0.1 million. See further discussion in Note 14 – Related Party Transactions. Lease Commitments Operating lease expense is generally recognized evenly over the term of the lease. Effective February 2018, the Company entered an operating lease for more than 11,000 square-feet of office and warehouse space in Watkins, Colorado. The lease had an initial three-year term with payments of $ 6,600 per month and an option to extend the primary lease term for a two-year period at a rate equal to a 12.5 % increase over the primary base payments. In February 2021, the Company exercised its option and extended the lease until February 2023, and its monthly lease payments effective March 1, 2021 are $ 7,100 per month. As of September 1, 2019, the company adopted ASU No. 2016-02, Leases (“Topic 842”). Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Prior to September 1, 2019, leases were accounted for under the previous guidance in Accounting Standard Codification 840. The Company did not enter into any new leases in fiscal 2020. For the years ended August 31, 2021 and 2020, rent expense consisted of operating lease expense of $ 85,200 and $ 85,200 . The Company paid $ 85,200 against Lease obligations — operating leases during fiscal 2021. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet. For lease agreements entered into or reassessed in the future, the Company will be required to combine the lease and non-lease components in determining the lease liabilities and right-of-use (“ROU”) assets. The Company’s lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. The Company used the incremental borrowing rate of six percent ( 6 %) on September 1, 2019, for all leases that commenced prior to that date. The Company elected the hindsight practical expedient to determine the lease term for existing leases, which resulted in the lengthening of the lease term related to the Company’s office lease. ROU lease assets and lease liabilities for the Company’s operating leases were recorded in the consolidated balance sheet as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of August 31, 2021 ​ As of August 31, 2020 ​ ​ (In thousands) ​ Operating leases - ROU assets $ 122 ​ $ 196 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued liabilities ​ $ 84 ​ ​ $ 74 ​ Lease obligations - operating leases, net of current portion ​ 37 ​ ​ 120 ​ Total lease liability ​ $ 121 ​ ​ $ 194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years) ​ 1.4 ​ ​ 2.4 ​ Weighted average discount rate ​ 6 % ​ 6 % ​ ​ ​ NOTE 8 – SHAREHOLDERS’ EQUITY Preferred Stock The Company’s non-voting Series B Preferred Stock has a preference in liquidation of $ 1.00 per share less any dividends previously paid. Additionally, the Series B Preferred Stock is redeemable at the discretion of the Company for $ 1.00 per share less any dividends previously paid. In the event the proceeds from the sale or disposition of Export Water rights exceed $ 36.0 million the Series B Preferred Shareholders will receive the next $ 0.4 million of proceeds in the form of a dividend. The terms of the Series B Preferred Stock prohibit payment of dividends on common stock unless all dividends accrued on the Series B Preferred Stock have been paid. To date, no dividends have been accrued as this contingency has not been met. F-24 Table of Contents Equity Compensation Plan The Company maintains the 2014 Equity Incentive Plan (the “2014 Equity Plan”), which was approved by shareholders in January 2014 and became effective April 12, 2014. Executives, eligible employees, consultants, and non-employee directors are eligible to receive options and stock grants pursuant to the 2014 Equity Plan. Options to purchase shares of stock and restricted stock awards can be granted with exercise prices, vesting conditions and other performance criteria determined by the Compensation Committee of the Company’s board of directors. The Company has reserved 1.6 million shares of common stock for issuance under the 2014 Equity Plan. As of August 31, 2021, stock awards and awards to purchase 638,500 shares of the Company’s common stock have been made under the 2014 Equity Plan, of which 588,500 remain outstanding. As of August 31, 2021, there were 974,965 shares available for grant under the 2014 Equity Plan. Prior to the effective date of the 2014 Equity Plan, the Company granted stock awards to eligible participants under its 2004 Incentive Plan (the “2004 Incentive Plan”), which expired April 11, 2014. No additional awards may be granted pursuant to the 2004 Incentive Plan; however, 126,000 granted awards are outstanding as of April 11, 2014, will continue to vest and expire and may be exercised in accordance with the terms of the 2004 Incentive Plan. The Company estimates the fair value of share-based payment awards on the date of grant using the Black-Scholes option-pricing model (“Black-Scholes model”). Using the Black-Scholes model, the value of the portion of the award that is ultimately expected to vest is recognized as a period expense over the requisite service period in the consolidated statements of operations and comprehensive income (loss). Option forfeitures are to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company does not expect any forfeiture of its option grants, and therefore, the compensation expense has not been reduced for estimated forfeitures. For the years ended August 31,2021 and 2020, zero options and 6,500 options expired. The Company attributes the value of share-based compensation to expense using the straight-line single option method for all options granted. The Company’s determination of the estimated fair value of share-based payment awards on the date of grant is affected by the following variables and assumptions: ● The grant date exercise price – is the closing market price of the Company’s common stock on the date of grant; ● Estimated dividend rates – based on historical and anticipated dividends over the life of the option; ● Life of the option – based on historical experience, including actual and projected employee stock option exercise, option grants have lives of between five and ten years ; ● Risk-free interest rates – with maturities that approximate the expected life of the options granted; ● Calculated stock price volatility – calculated over the expected life of the options granted, which is calculated based on the weekly closing price of the Company’s common stock over a period equal to the expected life of the option. In fiscal 2021, the Company granted 85,000 stock options to employees with weighted-average grant-date fair values of $ 3.93 , and five-year vesting terms which expire ten years from the grant date. In fiscal 2021, the Company granted 30,000 stock options to an executive officer with a weighted-average grant-date fair value of $ 3.37 , a three-year vesting term and an expiration date of ten years from the grant date. In addition, the six non-employee Board members were each granted 2,000 unrestricted stock grants. The fair market value of the unrestricted shares for share-based compensation expensing is equal to the closing price of the Company’s common stock on the date of grant of $ 11.33 . Stock-based compensation expense includes $ 0.1 million of expense related to these unrestricted stock grants. The unrestricted stock grants were fully expensed at the date of the grant because no vesting requirements existed for the unrestricted stock grants. In fiscal 2020, the Company granted 80,000 stock options to employees with weighted-average grant-date fair values of $ 4.21 , and three-year vesting terms which expire ten years from the grant date. In fiscal 2020, the Company granted 50,000 stock options to an executive officer with a weighted-average grant-date fair value of $ 4.16 , a three-year vesting term and an expiration date of ten years from the grant date. In addition, the six non-employee Board members were each granted 2,000 unrestricted stock grants. The fair market value of the unrestricted shares for share-based compensation expensing is equal to the closing price of the Company’s common stock on the date of grant of $ 12.45 . Stock-based compensation expense includes $ 0.1 million of expense related to these unrestricted stock grants. The unrestricted stock grants were fully expensed at the date of the grant because no vesting requirements existed for the unrestricted stock grants. F-25 Table of Contents The assumptions used in the fair value calculations using the Black-Scholes model are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended August 31, ​ 2021 2020 Expected term (years) ​ 7.11 ​ 6.00 ​ Risk-free interest rate ​ 0.68 % ​ 1.71 % Expected volatility ​ 40.01 % ​ 39.32 % Expected dividend yield ​ — % ​ — % Weighted average grant-date fair value ​ $ 3.78 ​ $ 4.19 ​ ​ ​ During the years ended August 31, 2021 and 2020, 48,535 and 17,500 options were exercised. For the options exercised in fiscal 2021, the Company had net settlement exercises of stock options, whereby the optionee did not pay cash for the options but instead received the number of shares equal to the difference between the exercise price and the market price on the date of exercise. Net settlement exercises during the year ended August 31, 2021, resulted in 24,035 shares issued and 13,465 options cancelled in settlement of shares issued. There were no net settlement exercises during fiscal 2020. The following table summarizes the combined stock option activity for the 2004 Incentive Plan and 2014 Equity Plan for the year ended August 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate ​ ​ ​ ​ Weighted Average Aggregate ​ ​ Number ​ Weighted Average ​ Remaining ​ Intrinsic Value ​ of Options Exercise Price Contractual Term (in thousands) Outstanding at August 31, 2019 555,500 ​ $ 6.33 6.27 ​ $ 2,528 Granted 130,000 ​ $ 10.41 ​ Exercised ( 17,500 ) ​ $ 2.81 ​ Forfeited or expired ( 6,500 ) ​ $ 6.08 ​ Outstanding at August 31, 2020 661,500 ​ $ 7.23 6.17 ​ $ 1,831 Granted 115,000 ​ $ 9.00 ​ Exercised ( 24,500 ) ​ $ 3.66 ​ Net settlement exercised ( 37,500 ) ​ $ 3.99 ​ Outstanding at August 31, 2021 714,500 ​ $ 7.80 6.06 ​ $ 5,107 ​ ​ ​ Options exercisable at August 31, 2021 496,167 ​ $ 6.96 4.97 ​ $ 3,966 ​ The following table summarizes the activity and value of non-vested options as of and for the year ended August 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ Number Grant Date ​ of Options Fair Value Non-vested options outstanding at August 31, 2020 179,999 ​ $ 4.31 Granted 115,000 ​ $ 3.78 Vested ( 76,666 ) ​ $ 4.27 Non-vested options outstanding at August 31, 2021 218,333 ​ $ 4.04 ​ All non-vested options are expected to vest. For the years ended August 31, 2021 and 2020, the total fair value of options vested was $ 0.3 million and $ 0.4 million. For the years ended August 31, 2021 and 2020, the weighted-average grant-date fair value of options granted was $ 3.78 and $ 4.19 . For the years ended August 31, 2021 and 2020, share-based compensation expense was $ 0.5 million and $ 0.5 million. As of August 31, 2021, the Company had unrecognized share-based compensation expenses totaling $ 0.5 million relating to non-vested options that are expected to vest. The weighted average period over which these options are expected to vest is 2.3 years. The Company has not recorded any excess tax benefits to additional paid-in capital. F-26 Table of Contents Warrants As of August 31, 2021, the Company had outstanding warrants to purchase 92 shares of common stock at an exercise price of $ 1.80 per share. These warrants expire six months from the earlier of: ● The date that all the Export Water is sold or otherwise disposed of, ● The date that the CAA is terminated with respect to the original holder of the warrant, or ● The date on which the Company makes the final payment pursuant to Section 2.1(r) of the CAA. ​ No warrants were exercised during fiscal 2021 and 2020. ​ NOTE 9 – SIGNIFICANT CUSTOMERS The Company relies on its homebuilder customers for providing most of its land development revenue, and it relies on the Sky Ranch development (which includes both the Sky Ranch CAB and individual homeowners at Sky Ranch) as well as oil and gas operators for its water and wastewater resource revenue. The Company primarily provides water and wastewater services on behalf of Rangeview Metropolitan District but since it is provided to various end users, the Rangeview Metropolitan District itself is not considered a significant customer. ​ For the year ended August 31, 2021, recognized lot sales and water and wastewater tap sales to three homebuilders accounted for 53 % of the Company’s total revenue, comprised of 20 % to KB Home, 17 % to Taylor Morrison and 16 % to Richmond. The Sky Ranch CAB and Sky Ranch homeowners combined accounted for 14 % of the Company’s revenues, which includes water and wastewater usage fees and project management fees. For the year ended August 31, 2020, recognized lot sales and water and wastewater tap sales to three homebuilders accounted for 94 % of the Company’s total revenue, comprised of 27 % to KB Home, 30 % to Taylor Morrison and 37 % to Richmond. ​ NOTE 10 – INCOME TAXES The Company recorded income tax expense of $ 6.5 million and an income tax benefit of $ 2.2 million for the fiscal years ended August 31, 2021 and 2020. The net expense during the fiscal year ended August 31, 2021, consisted of current income tax expense of $ 5.8 million and deferred income tax expense of $ 0.7 million. The deferred tax expense consists of the usage of the Company’s $ 0.6 million net operating loss carryforwards and the timing difference between book and tax depreciation of fixed assets. For the years ended August 31, 2021 and 2020, the Company’s effective income tax rate was 24.7 % and 24.4 %. No taxes were paid during the year ended August 31, 2021. The Company paid Federal and State tax installments of $ 1.1 million and $ 0.2 million during the year ended August 31, 2020. Deferred income taxes reflect the tax effects of net operating loss carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of August 31 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, 2021 August 31, 2020 ​ ​ (In thousands) Deferred tax assets (liabilities): ​ ​ Depreciation and depletion ​ ​ ( 2,360 ) ​ ​ ( 1,701 ) Non-qualified stock options ​ 547 ​ 491 Accrued compensation ​ ​ 141 ​ ​ 167 Deferred revenues ​ ​ 41 ​ ​ 89 Other ​ 16 ​ 45 Net operating loss carryforwards ​ $ — ​ $ 23 Net deferred tax liability ​ $ ( 1,615 ) ​ $ ( 886 ) ​ F-27 Table of Contents As of August 31, 2021 and 2020, the Company had no liability for unrecognized tax benefits. Income taxes computed using the federal statutory income tax rate differs from the Company’s effective tax rate primarily due to the following for the fiscal years ended August 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended August 31, ​ 2021 2020 Expected benefit from federal taxes at statutory rate of 21 % for the years 2021 and 2020 ​ $ 5,584 ​ $ 1,873 State taxes, net of federal benefit ​ ​ 973 ​ ​ 327 Permanent and other differences ​ ​ 4 ​ ​ 2 Stock Compensation ​ ​ ( 77 ) ​ ​ ( 28 ) NOL true up ​ ​ - ​ ​ ( 8 ) Other ​ ​ ( 4 ) ​ ​ 3 Total income tax expense / (benefit) ​ $ 6,480 ​ $ 2,169 ​ At August 31, 2021, the Company had no net operating loss carryforwards available for income tax purposes. At August 31, 2020, the Company had $ 0.1 million of net operating loss carryforwards available for income tax purposes, which were used in fiscal 2021. During the year ended August 31, 2020, no net operating loss carryforwards expired. ​ NOTE 11 – 401(k) PLAN The Company maintains the Pure Cycle Corporation 401(k) Profit Sharing Plan (the “401(k) Plan”), a defined contribution retirement plan for the benefit of its employees. The Company matches employee contributions at the rate of 50 % of the first 3 % up to a maximum of $ 2,500 per annum. The contributions vest based on years of service - first anniversary 25 %, second anniversary 50 %, third anniversary 75 % and the fourth anniversary 100 %. The Company pays the annual administrative fees of the 401(k) Plan, and the 401(k) Plan participants pay the investment fees. The 401(k) Plan is open to all employees, age 18 or older, who have been employees of the Company for at least three months . For the years ended August 31, 2021 and 2020, the Company recorded less than $ 0.1 million of expenses related to the 401(k) Plan. ​ NOTE 12 – COMMITMENTS AND CONTINGENCIES The Company has historically been involved in various claims, litigation and other legal proceedings that arise in the ordinary course of its business. The Company records an accrual for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. The Company makes such estimates based on information known about the claims and experience in contesting, litigating, and settling similar claims. Disclosures are also provided for reasonably possible losses that could have a material effect on the Company’s financial position, results of operations or cash flows. As of August 31, 2021, the Company had no contingencies where the risk of material loss was probable. ​ NOTE 13 – SEGMENT REPORTING An operating segment is defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the CODM, or decision-making group, to evaluate performance and make operating decisions. The Company has identified its CODM as its Chief Executive Officer. Based on the methods used by the CODM to allocate resources, the Company has identified two operating segments which meet GAAP segment disclosure requirements, namely the water and wastewater resource development segment and the land development segment. The Company’s newly launched build-to-rent business will likely be presented as a third segment in future periods when it is material to the Company’s operations. The water and wastewater resource development segment provides water and wastewater services to customers for fees. The water is provided by the Company using water rights owned or controlled by the Company, and developing infrastructure to divert, treat and F-28 Table of Contents distribute that water and collect, treat, and reuse wastewater. The land resource development segment includes all the activities necessary to develop and sell finished lots, which as of August 31, 2021 and 2020, was done exclusively at the Company’s Sky Ranch Master Planned Community. O&G operations, although material in certain years, are deemed a passive activity as the CODM does not actively allocate resources to these projects; therefore, this is not classified as a reportable segment. The tables below present the measure of profit and assets the CODM uses to assess the performance of the segment for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended August 31, 2021 ​ ​ Water and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ wastewater ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ resource ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ development Land development Corporate Total ​ ​ (In thousands) Total revenue $ 9,656 $ 7,469 $ — $ 17,125 Cost of revenue ​ ( 2,410 ) ​ ( 2,535 ) ​ — ​ ( 4,945 ) Depreciation and depletion ​ ( 1,457 ) ​ — ​ — ​ ( 1,457 ) Total cost of revenue ​ ( 3,867 ) ​ ( 2,535 ) ​ — ​ ( 6,402 ) Gross profit ​ $ 5,789 ​ $ 4,934 ​ $ — ​ $ 10,723 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended August 31, 2020 ​ Water and ​ ​ ​ ​ ​ ​ ​ ​ ​ wastewater ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ resource ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ development Land development Corporate Total ​ ​ (In thousands) Total revenue ​ $ 6,921 ​ $ 18,934 ​ $ — ​ $ 25,855 Cost of revenue ​ ( 1,074 ) ​ ( 15,870 ) ​ — ​ ( 16,944 ) Depreciation and depletion ​ ( 1,367 ) ​ — ​ — ​ ( 1,367 ) Total cost of revenue ​ ( 2,441 ) ​ ( 15,870 ) ​ — ​ ( 18,311 ) Gross profit ​ $ 4,480 ​ $ 3,064 ​ $ — ​ $ 7,544 ​ The following table summarizes total assets for the Company’s water and wastewater resource development business and land development business by segment. The assets consist of water rights and water and wastewater systems in the Company’s water and wastewater resource development segment and land, inventories, and deposits in the Company’s land development segment. The Company’s other assets (“Corporate”) primarily consist of cash, cash equivalents and restricted cash, equipment, and related party notes receivables. ​ ​ ​ ​ ​ ​ ​ ​ ​ August 31, 2021 August 31, 2020 ​ ​ (In thousands) Water and wastewater resource development ​ $ 57,791 ​ $ 56,267 Land development ​ ​ 32,844 ​ ​ 6,975 Corporate ​ ​ 26,542 ​ ​ 26,519 Total assets ​ $ 117,177 ​ $ 89,761 ​ ​ NOTE 14 – RELATED PARTY TRANSACTIONS On December 16, 2009, the Company entered into a Participation Agreement with the Rangeview District, whereby the Company agreed to provide funding to the Rangeview District in connection with the Rangeview District joining the South Metro Water Supply Authority (“SMWSA”). During the years ended August 31, 2021 and 2020, the Company provided funding of less than $ 0.1 million to the Rangeview District related to this Participation Agreement. F-29 Table of Contents Through the WISE Financing Agreement, to date the Company has made payments totaling $ 6.3 million to purchase certain rights to use existing water transmission and related infrastructure acquired by the WISE project and to construct the connection to the WISE system. At August 31, 2021, the amounts are included in Investments in water and water systems on the Company’s balance sheet. During the year ended August 31, 2020, the Company, through the Rangeview District, purchased an additional 400 acre-feet of WISE water for $ 0.6 million. The cost of the water to the members is based on the water rates charged by Aurora Water and can be adjusted each January 1. As of January 1, 2021, WISE water was $ 5.98 per thousand gallons and such rate will remain in effect through calendar 2021. Effective, January 1, 2022, WISE water is expected to increase to $ 6.13 per thousand gallons. In addition, the Company pays certain system operational and construction costs. If a WISE member, including the Rangeview District, does not need its WISE water each year or a member needs additional water, the members can trade and/or buy and sell water amongst themselves. In fiscal 2021, the Company agreed to fund the construction of the WISE Rangeview pipeline extension through the Rangeview District. Per the agreement, the Rangeview District will construct the pipeline extension in exchange for $ 0.6 million. Because the Company is funding the entire project costs, the revenue from the agreement is recognized 100 % by the Company. As of August 31, 2021, the Company has recognized $ 0.4 million in revenue related to this construction project. The Company accounts for this revenue over time with progress measured based upon costs incurred to date compared to total expected costs. As of August 31, 2021, the company has a deferred revenue balance of $ 0.2 million for this agreement. During the years ended August 31, 2021 and 2020, the Company provided $ 1.1 million and $ 2.8 million of financing to the Rangeview District to fund the Rangeview District’s obligation to purchase WISE water rights and pay for operational and construction charges. Ongoing funding requirements are dependent on the WISE water subscription amount and the Rangeview District’s allocated share of the operational and overhead costs of SMWA and construction activities related to delivery of WISE water. The Company has outstanding notes receivable of $ 26.0 million in the aggregate from the Rangeview District and the Sky Ranch CAB, which are related parties, as discussed below: The Rangeview District is a quasi-municipal corporation and political subdivision of Colorado formed in 1986 for the purpose of providing water and wastewater service to the Lowry Range and other approved areas. The Rangeview District is governed by an elected board of directors. Eligible voters and persons eligible to serve as a director of the Rangeview District must own an interest in property within the boundaries of the Rangeview District. The Company owns certain rights and real property interests which encompass the current boundaries of the Rangeview District. Sky Ranch Metropolitan District Nos. 1, 3, 4, 5, 6, 7 and 8 (the “Sky Ranch Districts”) and the Sky Ranch CAB are quasi-municipal corporations and political subdivisions of Colorado formed for the purpose of providing service to the Company’s Sky Ranch property. The current members of the board of directors of the Rangeview District, each Sky Ranch District, and the Sky Ranch CAB consist of three employees of the Company (including the Company’s President) and one independent board member. The Rangeview District In 1995, the Company extended a loan to the Rangeview District. The loan provided for borrowings of up to $ 0.25 million, is unsecured, and bears interest based on the prevailing prime rate plus 2 % ( 5.25 % at August 31, 2021). The maturity date of the loan is December 31, 2021 . Beginning in January 2014, the Rangeview District and the Company entered into a funding agreement that allows the Company to continue to provide funding to the Rangeview District for day-to-day operations and accrue the funding into a note that bears interest at a rate of 8 % per annum and remains in full force and effect for so long as the Lease remains in effect. Of the August 31, 2021 balance in Notes receivable - related parties , $ 1.2 million includes borrowings by the Rangeview District of $ 0.7 million and accrued interest of $ 0.5 million. Of the August 31, 2020 balance in Notes receivable - related parties , $ 1.1 million includes borrowings by the Rangeview District of $ 0.6 million and accrued interest of $ 0.5 million. Sky Ranch Community Authority Board Pursuant to a certain Community Authority Board Establishment Agreement, as the same may be amended from time to time, Sky Ranch Metropolitan District No. 1 and Sky Ranch Metropolitan District No. 5 formed the Sky Ranch CAB to, among other things, design, construct, finance, operate and maintain certain public improvements for the benefit of the property within the boundaries and/or service area of the Sky Ranch Districts. In order for the public improvements to be constructed and/or acquired, it is necessary for each Sky F-30 Table of Contents Ranch District, directly or through the Sky Ranch CAB, to be able to fund the improvements and pay its ongoing operations and maintenance expenses related to the provision of services that benefit the property. In November 2017, but effective as of January 1, 2018, the Company entered into a Project Funding and Reimbursement Agreement (“PF Agreement”) with the CAB for the Sky Ranch property. The PF Agreement required the Company to fund an agreed upon list of public improvements for Sky Ranch with respect to earthwork, erosion control, streets, drainage, and landscaping at an estimated cost of $ 13.2 million for calendar years 2018 and 2019. Each advance or reimbursable expense accrues interest at a rate of six percent ( 6 %) per annum. The Company and the Sky Ranch CAB entered into a Facilities Funding and Acquisition Agreement (the “FFAA”) effective November 2017, obligating the company to advance funding to the Sky Ranch CAB for specified public improvements constructed from 2018 to 2023. All amounts owed under the FFAA bear interest at a rate of six percent ( 6 %) per annum. Any advances not paid or reimbursed by the Sky Ranch CAB by December 31, 2058 for the first development phase and December 31, 2060 for the second development phase, shall be deemed forever discharged and satisfied in full. As of August 31, 2021, the balance of the Company’s advances for improvements, including interest, net of reimbursements already received from the Sky Ranch CAB, totaled $ 24.8 million. The advances have been used by the Sky Ranch CAB to pay for construction of public improvements. The Company submits specific costs for reimbursement to the Sky Ranch CAB which have been certified by an independent third-party. In addition to the note receivable balance of $ 24.8 million, the Sky Ranch CAB is obligated to refund the Company $ 0.5 million for the reimbursement of development fees from the South Metropolitan Water Supply Authority (“SMSWA”). These fees will be refunded to the Sky Ranch CAB upon the acceptance of the stormwater infrastructure by SMSWA. The Company recorded this reimbursable fee in Trade accounts receivable, net. ​ NOTE 15 – EARNINGS PER SHARE Certain outstanding options are excluded from the diluted earnings per share calculation because they are anti-dilutive (i.e., their assumed conversion into common stock would increase rather than decrease earnings per share). No options were excluded for the fiscal year ended August 31, 2021. The excluded options totaled 50,000 for the fiscal year ended August 31, 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ August 31, ​ August 31, ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 20,110 ​ $ 6,750 Basic weighted average common shares ​ ​ 23,890,792 ​ ​ 23,845,015 Effect of dilutive securities ​ ​ 220,126 ​ ​ 216,597 Weighted average shares applicable to diluted earnings per share ​ ​ 24,110,918 ​ ​ 24,061,612 Earnings per share - basic ​ $ 0.84 ​ $ 0.28 Earnings per share - diluted ​ $ 0.83 ​ $ 0.28 ​ ​ ​ ​ F-31 Table of Contents Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None ​