10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-08814

PURE CYCLE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado	84-0705083
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
34501 E. Quincy Avenue, Bldg. 1, Suite D, Watkins, CO	80137
(Address of principal executive offices)	(Zip Code)

(303) 292 – 3456

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock 1/3 of $.01 par value	PCYO	The NASDAQ Stock Market
(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 24,074,305 shares of 1/3 of $.01 par value common stock as of July 7, 2025.

PURE CYCLE CORPORATION

INDEX TO MAY 31, 2025 FORM 10-Q

		Page
PART I. FINANCIAL INFORMATION		4
	Item 1. Consolidated Financial Statements	4
	Consolidated Balance Sheets: May 31, 2025 (unaudited) and August 31, 2024	4
	Consolidated Statements of Income (unaudited): For the three and nine months ended May 31, 2025 and 2024	5
	Consolidated Statements of Shareholders’ Equity (unaudited): For the three and nine months ended May 31, 2025 and 2024	6
	Consolidated Statements of Cash Flows (unaudited): For the three and nine months ended May 31, 2025 and 2024	7
	Notes to Consolidated Financial Statements	8
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
	Item 4. Controls and Procedures	30
PART II. OTHER INFORMATION		30
	Item 1. Legal Proceedings	30
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
	Item 6. Exhibits	31
SIGNATURES		32

FORWARD-LOOKING STATEMENTS

Statements that are not historical facts contained in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). The words “anticipate,” “seek,” “project,” “future,” “likely,” “believe,” “may,” “should,” “could,” “will,” “estimate,” “expect,” “plan,” “intend,” “potential” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Forward-looking statements include statements relating to, among other things:

● future water supply needs in Colorado and how such needs will be met;

● anticipated revenue from water sales;

● anticipated increases in residential and commercial demand for water services and competition for these services;

● estimated population increases in the Denver metropolitan area and the South Platte River basin;

● demand for single-family rental homes;

● plans for, and the efficiency of, development of our Sky Ranch property;

● our competitive advantage;

● the number of units planned for development at Sky Ranch;

● the timing of the completion of construction and sale of finished lots at Sky Ranch;

● the number of lots expected to be delivered in a fiscal period;

● anticipated financial results, including anticipated increases in customers and revenue, from development of our Sky Ranch property;

● estimated tap fees to be generated from the development of the various phases of Sky Ranch;

● anticipated expansion and rental dates for our single-family rental homes;

● anticipated revenue and cash flows from our single-family rental homes;

● timing of and interpretation of royalty obligations to the State Board of Land Commissioners;

● participation in regional water projects, including “WISE” (as defined herein) and the timing and availability of water from, and projected costs related to, WISE;

● future water or wastewater tap fees;

● our ability to collect fees and charges from customers and other users;

● the estimated amount of reimbursable costs for Sky Ranch and the collectability of reimbursables;

● anticipated timing and amount of, and sources of funding for, (i) capital expenditures to construct infrastructure and increase production capacities, (ii) compliance with water, environmental and other regulations, and (iii) operations, including delivery and treatment of water and wastewater;

● capital required and costs to develop Sky Ranch;

● anticipated development of other phases concurrently with the second phase of Sky Ranch;

● plans to provide water for drilling and hydraulic fracturing of oil and gas wells;

● changes in oil and gas drilling activity on our property, on the Lowry Ranch, or in the surrounding areas;

● estimated costs of earthwork, erosion control, streets, drainage and landscaping at Sky Ranch;

● the anticipated revenue from customers in the Rangeview District, Sky Ranch Districts, and Elbert & Highway 86 District;

● plans for the use and development of our water assets and potential delays;

● estimated number of connections we can serve with our existing water rights;

● factors affecting demand for water;

● our ability to meet customer demands in a sustainable and environmentally friendly way;

● our ability to reduce the amount of up-front construction costs for water and wastewater systems;

● costs and plans for treatment of water and wastewater;

● expenditures for expenses and capital needs of the Rangeview District;

● regional cooperation among area water providers in the development of new water supplies and water storage, transmission and distribution systems as the most cost-effective way to expand and enhance service capacities;

● sufficiency of tap fees to fund infrastructure costs of the Rangeview District;

● plans to use raw water, effluent water or reclaimed water for agricultural and irrigation uses;

● factors that may impact labor and material costs;

● our ability to comply with permit requirements and environmental regulations and the cost of such compliance;

1

● the impact of water quality, solid waste disposal and environmental regulations on our financial condition and results of operations;

● our belief that several long-term land development and housing factors remain positive;

● anticipated mortgage interest rates;

● our belief that Sky Ranch is better positioned to navigate the changing market then competitors;

● the impact of the homebuilding market and interest rates on our business and financial condition;

● the recoverability of water and wastewater service costs from rates;

● forfeitures of option grants, vesting of non-vested options and the fair value of option awards;

● the sufficiency of our working capital and financing sources to fund our operations;

● estimated costs of public improvements to be funded by Pure Cycle and constructed on behalf of the Sky Ranch Community Authority Board;

● service life of constructed facilities;

● accounting estimates and the impact of new accounting pronouncements;

● our beliefs regarding the impact of the One Big Beautiful Bill Act; and

● the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting.

Forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. There are no assurances that any of our expectations will be realized, and actual results could differ materially from those in such statements. Factors that could cause actual results to differ from those contemplated by such forward-looking statements include, without limitation:

● political and economic instability, whether resulting from natural disasters, wars, terrorism, pandemics, tariffs, trade policies or other sources;

● our ability to successfully expand our single-family home rental business and rent our single-family homes at rates sufficient to cover our costs;

● the timing of new home construction and other development in the areas where we may sell our water, which in turn may be impacted by credit availability, inflation and interest rates;

● population growth;

● changes in employment levels, job and personal income growth and household debt-to-income levels;

● changes in consumer confidence generally and confidence of potential home buyers in particular;

● declines in property values which impact tax revenue to the Sky Ranch Community Authority Board which would impact their ability to repay us;

● changes in the supply of available new or existing homes and other housing alternatives, such as apartments and other residential rental property;

● timing of oil and gas development in the areas where we sell our water;

● the market price of homes, rental rates, and water, oil and gas prices;

● changes in customer consumption patterns;

● changes in applicable statutory and regulatory requirements;

● changes in governmental policies and procedures, including with respect to land use, environmental, and tax matters;

● changes in interest rates;

● changes in tenant relief laws, including laws regulating evictions, rent control laws, and other regulations that limit our ability to increase rental rates;

● changes in private and federal mortgage financing programs and lending practices;

● uncertainties in the estimation of water available under decrees;

● uncertainties in the estimation of number of connections we can service with our existing water supplies;

● uncertainties in the estimation of costs of delivery of water and treatment of wastewater;

● uncertainties in the estimation of the service life of our systems;

● uncertainties in the estimation of costs of construction projects;

● uncertainties in the amount of reimbursable costs we may ultimately collect;

● the strength and financial resources of our competitors;

● our ability to find and retain skilled personnel;

● climatic and weather conditions, including floods, droughts and freezing conditions;

● turnover of elected and appointed officials and delays caused by political concerns and government procedures;

2

● availability and cost of labor, material and equipment, including the impact of trade policies and tariffs;

● engineering and geological problems;

● environmental risks and regulations;

● our ability to raise capital;

● changes in corporate tax rates;

● our ability to negotiate contracts with customers;

● uncertainties in water court rulings;

● security and cyberattacks, including unauthorized access to confidential information on our information technology systems; and

● the factors described under “Risk Factors” in Part I Item IA of our most recent Annual Report on Form 10-K.

We undertake no obligation, and disclaim any obligation, to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise. All forward-looking statements are expressly qualified by this cautionary statement.

3

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PURE CYCLE CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)	May 31, 2025		August 31, 2024
ASSETS:		(unaudited)
Current assets:
Cash and cash equivalents	$	14,392	$	21,946
Trade accounts receivable, net		1,331		1,472
Income taxes receivable		633		—
Prepaid expenses and other assets		781		530
Land under development		8,068		3,647
Reimbursable public improvements and project management fees		—		10,100
Total current assets		25,205		37,695
Restricted cash		6,065		3,412
Investments in water and water systems, net		64,954		60,486
Construction in progress		2,473		3,161
Single-family rental units		4,891		5,059
Land and mineral rights:
Held for development		4,513		3,683
Held for investment purposes		—		451
Held for sale		352		—
Other assets		1,326		1,164
Notes receivable – related parties, including accrued interest
Reimbursable public improvements and project management fees		40,600		30,864
Other		1,222		1,221
Operating leases - right of use assets		138		158
Total assets	$	151,739	$	147,354
LIABILITIES:
Current liabilities:
Accounts payable	$	2,607	$	1,948
Accrued liabilities		2,303		1,514
Accrued liabilities – related parties		911		2,208
Income taxes payable		—		1,442
Deferred lot sales revenue		984		2,173
Deferred water and other sales revenue		2		—
Debt, current portion		346		64
Total current liabilities		7,153		9,349
Debt, less current portion		6,512		6,821
Deferred tax liability, net		1,395		1,395
Lease obligations - operating leases, less current portion		4		87
Total liabilities		15,064		17,652
Commitments and contingencies
SHAREHOLDERS’ EQUITY:
Series B preferred shares: par value $0.001 per share, 25 million authorized; 432,513 issued and outstanding (liquidation preference of $432,513)		—		—
Common shares: par value 1/3 of $.01 per share, 40.0 million authorized; 24,074,305 and 24,063,894 outstanding, respectively		80		80
Additional paid-in capital		175,419		175,125
Accumulated deficit		(38,824)		(45,503)
Total shareholders’ equity		136,675		129,702
Total liabilities and shareholders’ equity	$	151,739	$	147,354

See accompanying Notes to the Consolidated Financial Statements

4

PURE CYCLE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

	Three Months Ended				Nine Months Ended
(In thousands, except share information)	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
Revenues:
Metered water usage from:
Municipal customers	$	148	$	145	$	507	$	458
Commercial customers		149		1,432		1,324		5,045
Wastewater treatment fees		102		85		284		258
Water and wastewater tap fees		1,700		581		5,292		1,162
Lot sales		2,526		4,795		5,981		7,906
Project management fees		138		221		507		362
Single-family rentals		131		123		373		357
Special facility projects and other		246		222		619		639
Total revenues		5,140		7,604		14,887		16,187
Cost of revenues:
Water service operations		533		564		1,418		1,628
Wastewater service operations		237		173		642		513
Land development construction costs		437		1,192		2,060		1,961
Project management costs		106		154		360		401
Single-family rental costs		40		71		133		161
Depletion and depreciation		409		410		1,248		1,132
Other		121		174		576		406
Total cost of revenues		1,883		2,738		6,437		6,202
General and administrative expenses		1,798		1,647		6,295		5,082
Depreciation		125		151		429		447
Operating income		1,334		3,068		1,726		4,456
Other income (expense):
Interest income - related party		417		217		1,223		1,156
Interest income - Investments		210		279		675		873
Oil and gas royalty income, net		1,140		392		5,857		479
Oil and gas lease income, net		—		18		—		56
Other, net		(7)		(13)		115		121
Interest expense, net		(101)		(109)		(319)		(328)
Income from operations before income taxes		2,993		3,852		9,277		6,813
Income tax expense		(737)		(1,027)		(2,275)		(1,805)
Net income	$	2,256	$	2,825	$	7,002	$	5,008
Earnings per common share - basic and diluted
Basic	$	0.09	$	0.12	$	0.29	$	0.21
Diluted	$	0.09	$	0.12	$	0.29	$	0.21
Weighted average common shares outstanding:
Basic		24,076,022		24,087,170		24,077,188		24,085,578
Diluted		24,143,534		24,143,039		24,166,926		24,146,361

See accompanying Notes to the Consolidated Financial Statements

5

PURE CYCLE CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(unaudited)

	Three Months Ended May 31, 2025
	Preferred Shares			Common Shares			Additional		Accumulated
(in thousands, except shares)	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Total
Balance at February 28, 2025	432,513	$	—	24,076,305	$	80	$	175,390	$	(41,058)	$	134,412
Share-based compensation	—		—	—		—		29		—		29
Repurchases of common shares	—		—	(2,000)		—		—		(22)		(22)
Net income	—		—	—		—		—		2,256		2,256
Balance at May 31, 2025	432,513	$	—	24,074,305	$	80	$	175,419	$	(38,824)	$	136,675
	Three Months Ended May 31, 2024
	Preferred Shares			Common Shares			Additional		Accumulated
(in thousands, except shares)	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Total
Balance at February 29, 2024	432,513	$	—	24,088,734	$	80	$	175,014	$	(54,650)	$	120,444
Shares granted for services	—		—	1,608		—		15		—		15
Share-based compensation	—		—	—		—		40		—		40
Repurchases of common shares	—		—	(15,000)		—		—		(141)		(141)
Net income	—		—	—		—		—		2,825		2,825
Balance at May 31, 2024	432,513	$	—	24,075,342	$	80	$	175,069	$	(51,966)	$	123,183

	Nine Months Ended May 31, 2025
	Preferred Shares			Common Shares			Additional		Accumulated
(in thousands, except shares)	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Total
Balance at August 31, 2024	432,513	$	—	24,063,894	$	80	$	175,125	$	(45,503)	$	129,702
Restricted shares grants	—		—	9,200		—		21		—		21
Stock options exercised	—		—	13,815		—		—		—		—
Shares granted for services	—		—	15,396		—		180		—		180
Share-based compensation	—		—	—		—		93		—		93
Repurchases of common shares	—		—	(28,000)		—		—		(323)		(323)
Net income	—		—	—		—		—		7,002		7,002
Balance at May 31, 2025	432,513	$	—	24,074,305	$	80	$	175,419	$	(38,824)	$	136,675
	Nine Months Ended May 31, 2024
	Preferred Shares			Common Shares			Additional		Accumulated
(in thousands, except shares)	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Total
Balance at August 31, 2023	432,513	$	—	24,078,720	$	80	$	174,689	$	(56,535)	$	118,234
Stock options exercised	—		—	8,000		—		37		—		37
Restricted stock grants	—		—	13,978		—		—		—		—
Stock granted for services	—		—	19,644		—		195		—		195
Share-based compensation	—		—	—		—		148		—		148
Repurchases of common shares	—		—	(45,000)		—		—		(439)		(439)
Net income	—		—	—		—		—		5,008		5,008
Balance at May 31, 2024	432,513	$	—	24,075,342	$	80	$	175,069	$	(51,966)	$	123,183

See accompanying Notes to the Consolidated Financial Statements

6

PURE CYCLE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended
(In thousands)	May 31, 2025		May 31, 2024
Cash flows from operating activities:
Net income	$	7,002	$	5,008
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and depletion		1,677		1,579
Trade accounts receivable		141		(1,211)
Accounts payable and accrued liabilities		213		1,353
Other assets and liabilities		(166)		315
Share-based compensation expense		294		380
Deferred income taxes		—		(122)
Prepaid expenses		(251)		(234)
Net activity on notes receivable - related party, other		(76)		(90)
Deferred water sales revenue		2		(56)
Land under development		(10,161)		(6,550)
Deferred lot sale revenue		(1,189)		(113)
Taxes payable / receivable		(2,075)		1,934
Net activity on note receivable - related party, reimbursable public improvements		8,388		(2,986)
Net cash provided by (used in) operating activities		3,799		(793)
Cash flows from investing activities:
Net Purchase of property and equipment		(282)		(409)
Investments in future development phases at Sky Ranch		(1,206)		(1,994)
Construction costs of single-family rentals		(59)		(291)
Investments in water, water systems and land		(6,878)		(1,226)
Payments on note receivable - related party, other		75		100
Purchase of held-to-maturity investments in U.S. Treasury Bills		-		(171)
Net cash used in investing activities		(8,350)		(3,991)
Cash flows from financing activities:
Payments on notes payable		(27)		(23)
Repurchases of common shares		(323)		(439)
Net cash used in financing activities		(350)		(462)
Net change in cash, cash equivalents and restricted cash		(4,901)		(5,246)
Cash, cash equivalents and restricted cash – beginning of period		25,358		28,487
Cash, cash equivalents and restricted cash – end of period	$	20,457	$	23,241
Cash and cash equivalents	$	14,392	$	20,360
Restricted cash		6,065		2,881
Total cash, cash equivalents and restricted cash	$	20,457	$	23,241
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	4,351	$	65
Cash paid for interest	$	309	$	312
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Change in reimbursable public improvements included in accounts payable and accrued liabilities	$	494	$	205
Change in investments in water and water systems included in accounts payable and accrued liabilities	$	90	$	84
Issuance of shares for compensation	$	201	$	211

See accompanying Notes to the Consolidated Financial Statements

7

PURE CYCLE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

May 31, 2025

NOTE 1 – PRESENTATION OF INTERIM INFORMATION

The accompanying unaudited consolidated financial statements have been prepared by Pure Cycle Corporation (the “Company” or “Pure Cycle”) and include all adjustments that are of a normal recurring nature and are in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company as of and for the three and nine months ended May 31, 2025 and 2024. The August 31, 2024 balance sheet was derived from the Company’s audited consolidated financial statements.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested the accompanying consolidated financial statements and notes be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2024 (“2024 Annual Report”) filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2024. The results of operations for interim periods presented are not necessarily indicative of the operating results expected for the full fiscal year.

Use of Estimates

The preparation of financial statements in conformity with 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, dollar amount of reimbursable costs and collectability of reimbursable costs, costs of revenue for lot sales, share-based compensation, certain accrued liabilities, and the useful lives and recoverability of long-lived assets. Actual results could differ from those estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for the Company for annual periods beginning September 1, 2024, and interim periods beginning September 1, 2025. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statement disclosures.

In December 2023, FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company for annual periods beginning September 1, 2025. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” ("ASU 2024-03"), which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for the Company for annual periods beginning September 1, 2027. The Company is currently evaluating the impact ASU 2024-03 will have on its financial statement disclosures.

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.

Reclassifications

The Company has reclassified certain prior year information to conform to the current year presentation.

8

NOTE 2 – REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD

The Sky Ranch Community Authority Board (“Sky Ranch CAB”) and the Company’s agreements with the Sky Ranch CAB are described in greater detail in Notes 5 and 15 to the 2024 Annual Report.

The notes receivable – related party, reimbursable public improvements and project management fees are due to the Company from the Sky Ranch CAB and reports the balances owed by the Sky Ranch CAB to the Company for public improvements paid for by Pure Cycle which are reimbursable from the Sky Ranch CAB and include project management fees related to the Company’s management of the construction of the public improvements, and interest accrued on the unpaid balances related to advances from the Company to fund certain public improvements in the ongoing development of the Sky Ranch master planned community (Sky Ranch). Pure Cycle has advanced funds to the Sky Ranch CAB for the cost of constructing certain public improvements at Sky Ranch which are the ultimate responsibility of the Sky Ranch CAB. During the three and nine months ended May 31, 2025, Pure Cycle spent $2.9 million and $9.4 million on public improvements which are payable by the Sky Ranch CAB to Pure Cycle. Additionally, for the three and nine months ended May 31, 2025, project management fees of $0.1 million and $0.5 million and interest income on the outstanding note receivable of $0.4 million and $1.2 million were also added to the note receivable. During the three and nine months ended May 31, 2025, the Sky Ranch CAB paid Pure Cycle $0.8 million and $11.4 million pursuant to the note. Pursuant to the agreements with the Sky Ranch CAB, any payments received are initially applied to interest.  

During the three and nine months ended May 31, 2024, Pure Cycle spent $4.1 million and $7.6 million on public improvements which are payable by the Sky Ranch CAB to Pure Cycle. Since Pure Cycle believes the amounts are probable of collection, they have been added to the note receivable from the Sky Ranch CAB. Additionally, for the three and nine months ended May 31, 2024, project management fees of less than $0.2 million and $0.4 million and interest income on the outstanding note receivable of $0.2 million and $1.2 million were also added to the note receivable. During the three and nine months ended May 31, 2024, the Sky Ranch CAB paid Pure Cycle $0 and $0.3 million, respectively, pursuant to the note. Pursuant to the agreements with the Sky Ranch CAB, any payments received are initially applied to interest.  

The following table summarizes the activity and balances associated with the note receivable from the Sky Ranch CAB:

	Three Months Ended
	May 31, 2025		May 31, 2024
Beginning balance	$	38,005	$	28,915
Additions		3,395		4,626
Payments received		(800)		—
Ending balance	$	40,600	$	33,541
	Nine Months Ended
	May 31, 2025		May 31, 2024
Beginning balance	$	40,964	$	24,999
Additions		11,058		8,828
Payments received		(11,422)		(286)
Ending balance	$	40,600	$	33,541

The note receivable from the Sky Ranch CAB accrues interest at 6% per annum. Public improvements which do not qualify for reimbursement at the time of being incurred are considered contract fulfillment costs and are recorded as land development construction costs as incurred. If public improvement costs are deemed qualified for reimbursement, the costs are recognized as notes receivable - related party. The Company assesses the collectability of the note receivable from the Sky Ranch CAB, which includes reimbursable public improvements, project management fees and the related interest income, at each reporting period. The Sky Ranch CAB has an obligation to repay the Company, but the ability of the Sky Ranch CAB to do so before the contractual termination dates is dependent upon the establishment of a tax base or other fee generating activities sufficient to fund reimbursable costs incurred.

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NOTE 3 – REVENUES, FEES AND OTHER INCOME ITEMS

The Company’s revenue is primarily generated from three unique segments: (1) Sales of water and wastewater taps, metered water and wastewater usage; (2) the sale of lots to homebuilders; and (3) rent collected from its single-family homes. Detailed descriptions of the policies related to revenue recognition are included in Note 2 to the 2024 Annual Report.

The following describes significant components of revenue for the three and nine months ended May 31, 2025 and 2024.

Water and wastewater tap fees – During the three months ended May 31, 2025 and 2024, the Company sold a total of 40 and 20 water taps, respectively, generating $1.4 million and $0.5 million in tap fee revenues, respectively. During the three months ended May 31, 2025 and 2024, the Company sold a total of 40 and 18 wastewater taps, respectively, generating $0.3 million and $0.1 million in tap fee revenues, respectively. During the nine months ended May 31, 2025 and 2024, the Company sold a total of 130 and 35 water taps, respectively, generating $4.3 million and $0.9 million in tap fee revenues, respectively. During the nine months ended May 31, 2025 and 2024, the Company sold a total of 127 and 33 wastewater taps, respectively, generating $1.0 million and $0.2 million in tap fee revenues, respectively. The water taps were all sold at Sky Ranch and Wild Pointe, and the wastewater taps were all sold at Sky Ranch.

Metered water usage and wastewater treatment fees – During the three months ended May 31, 2025 and 2024, the Company sold a total of 76 and 394 acre-feet of water, respectively, generating $0.4 million and $1.7 million in metered water and wastewater treatment fees revenue, respectively. During the nine months ended May 31, 2025 and 2024, the Company sold a total of 442 and 1,422 acre-feet of water, respectively, generating $2.1 million and $5.8 million in metered water and wastewater treatment fees revenue, respectively. 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, and certain usage revenues are subject to royalties as described in the 2024 Annual Report. The Company’s largest customers for water are for industrial users, mainly oil and gas companies using water in drilling and hydraulic fracking processes.

Lot sales – For the three months ended May 31, 2025 and 2024, the Company recognized $2.5 million and $4.8 million of lot sales revenue, respectively, which was recognized using the percent-of-completion method for the Company’s land development activities at the Sky Ranch Master Planned Community. For the nine months ended May 31, 2025 and 2024, the Company recognized $6.0 million and $7.9 million of lot sales revenue, respectively, which was recognized using the percent-of-completion method for the Company’s land development activities at the Sky Ranch Master Planned Community. As of May 31, 2025, the first development phase (509 lots) is complete and the second development phase (1,032 lots) is being developed in five subphases, referred to as Phase 2A (229 lots), Phase 2B (211 lots), Phase 2C (228 lots), Phase 2D (218 lots) and Phase 2E (146 lots). As of May 31 2025, Phase 2A is 100% complete, Phase 2B is approximately 96% complete, Phase 2C is approximately 68% complete, Phase 2D is approximately 29% complete, and Phase 2E is expected to begin development work in fiscal 2026. Phase 2B is substantially complete with some landscaping and warranty items remaining. Phase 2C is expected to be completed by the end of Pure Cycle’s fiscal 2025, Phase 2D is expected to be completed in fiscal 2026, and Phase 2E is expected to be completed by the end of calendar 2026.

Project management fees – During the three months ended May 31, 2025 and 2024, the Company recognized $0.1 million and $0.2 million of project management revenue, respectively, from the Sky Ranch CAB, a related party, for managing the Sky Ranch development project. During the nine months ended May 31, 2025 and 2024, the Company recognized $0.5 million and $0.4 million of project management revenue, respectively, from the Sky Ranch CAB, a related party, for managing the Sky Ranch development project.  

Single-family rental revenue

As of May 31, 2025, Pure Cycle has 14 single-family detached homes rented under separate lease agreements.  Pure Cycle generally rents its single-family properties under non-cancelable one-year lease agreements. For the three months ended May 31, 2025 and 2024, the Company recognized $0.1 million and $0.1 million of rental property revenues, respectively. For the nine months ended May 31, 2025 and 2024, the Company recognized $0.4 million and $0.4 million of rental property revenues, respectively.  

Pure Cycle has begun construction on 17 additional rental homes in Phase 2B, all of which the Company believes will be available for rent in fiscal 2026. As of May 31, 2025, the Company had reserved 84 lots in Phases 2B, 2C and 2D of Sky Ranch for future rental

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units. When combined with the 14 units already built and rented, these additions will bring the total single-family rentals to 98. The Company expects to take approximately three more years to build and rent all these units. Based on these projections, the Company believes this could become a reportable operating segment in the future once its operations become material.

Special facility projects and other revenue

Pure Cycle receives fees from customers including municipalities and area water providers for contract operations services. These fees are recognized as earned, typically monthly, plus charges for additional work performed. Additionally, the Company performs certain construction activities at Sky Ranch. The activities performed include construction and maintenance services. The revenue for both types of services are invoiced and recognized as special facility projects revenue. For the three months ended May 31, 2025 and 2024, the Company recognized $0.2 million and $0.2 million of special facility projects and other revenue, an immaterial amount of which is from work performed for the Sky Ranch CAB, a related party. For the nine months ended May 31, 2025 and 2024, the Company recognized $0.6 million and $0.6 million of special facility projects and other revenue, an immaterial amount of which is from work performed for the Sky Ranch CAB, a related party.

Deferred revenue

Changes and balances of the Company’s deferred revenue accounts by segment are as follows:

	Three Months Ended May 31, 2025
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at February 28, 2025	$	-	$	2,048	$	2,048
Revenue recognized		(11)		(3,540)		(3,551)
Revenue deferred		13		2,476		2,489
Balance at May 31, 2025	$	2	$	984	$	986
	Three Months Ended May 31, 2024
	Water and Wastewater Resource Development		Land Development		Total
Balance at February 29, 2024	$	31	$	2,605	$	2,636
Revenue recognized		(18)		(4,881)		(4,899)
Revenue deferred		-		3,824		3,824
Balance at May 31, 2024	$	13	$	1,548	$	1,561
	Nine Months Ended May 31, 2025
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at August 31, 2024	$	-	$	2,173	$	2,173
Revenue recognized		(11)		(6,027)		(6,038)
Revenue deferred		13		4,838		4,851
Balance at May 31, 2025	$	2	$	984	$	986
	Nine Months Ended May 31, 2024
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at August 31, 2023	$	69	$	1,661	$	1,730
Revenue recognized		(164)		(8,058)		(8,222)
Revenue deferred		108		7,945		8,053
Balance at May 31, 2024	$	13	$	1,548	$	1,561

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The Company receives deposits or pre-payments from oil and gas operators to reserve water for use in future well drilling and fracking operations. When the operators use the water, the Company recognizes the revenue for these payments in the metered water usage from the commercial customers’ line on the statement of income.

The Company recognizes lot sales over time as construction activities progress and not necessarily when payment is received. For example, the Company may 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 compared to total estimated costs of the project, which management believes is a faithful representation of the transfer of goods and services to the customer.

Revenue allocated to remaining performance obligations such as described above represents contracted revenue that has not yet been recognized, which includes unearned revenue and amounts that will be recognized as revenue in future periods.

NOTE 4 – FAIR VALUE MEASUREMENTS

Fair value accounting guidance includes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

The carrying value for certain of the Company’s financial instruments (i.e., cash, restricted cash, short term investments, accounts receivable, accounts payable, accrued liabilities, the SFR Notes and the Lost Creek Note, each as defined in Note 6 below) materially approximate their fair value because of their short-term nature and generally negligible credit losses.

As of May 31, 2025 and August 31, 2024, the Company had no assets or liabilities measured at fair value on a recurring basis. As of May 31, 2025 and August 31, 2024, the Company had one Level 3 asset (notes receivable – related party), measured at fair value on a nonrecurring basis, for which the Company did not record any impairment charges.

There were no transfers between Level 1, 2 or 3 categories during the three and nine months ended May 31, 2025 and 2024.

NOTE 5 – WATER, LAND AND OTHER FIXED ASSETS

The Company’s water rights and current water and wastewater service agreements, including capitalized terms not defined herein, are more fully described in Note 4 to the 2024 Annual Report.

Investment in Water and Water Systems

The Company’s Investments in water and water systems consist of the following costs and accumulated depreciation and depletion:

	May 31, 2025				August 31, 2024
			Accumulated				Accumulated
			Depreciation				Depreciation
(In thousands)	Costs		and Depletion		Costs		and Depletion
Rangeview water system	$	31,695	$	(5,644)	$	23,381	$	(3,579)
Rangeview water supply		16,198		(21)		15,889		(20)
Water supply – Other		1,300		(1,136)		7,588		(2,307)
Sky Ranch water rights and other costs		7,690		(1,661)		7,764		(1,641)
Sky Ranch pipeline		5,740		(1,510)		5,740		(1,366)
Lost Creek water supply		10,812		—		7,357		—
Fairgrounds water and water system		2,900		(1,657)		2,900		(1,591)
Wild Pointe service rights		1,632		(1,384)		1,632		(1,261)
Totals		77,967		(13,013)		72,251		(11,765)
Net investments in water and water systems	$	64,954			$	60,486

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During the three months ended May 31, 2025 there were no additional acquisitions of water rights. During the nine months ended May 31, 2025, the Company’s Lost Creek water supply increased $3.5 million, primarily from the acquisition of 378 acre-feet of ditch water in the Henrylyn Irrigation District and 220 acre-feet of groundwater rights in the Lost Creek Designated Basin.

The Company, the Rangeview Metropolitan District (“Rangeview District”) and the State Land Board filed a Water Court Application on December 31, 2020 seeking: (1) to adjudicate 1,635 acre feet of water from the Box Elder Creek Alluvial aquifer (a new water right), (2) consolidate and enlarge certain reservoirs on the Lowry Ranch, (3) approve new places of use for existing water rights, (4) approve new places of storage for certain water rights, and (5) approve a new alternate diversion point for certain existing water rights. On February 7, 2025, the Water Court denied our new water right application of 1,635 acre feet of Box Elder Creek Alluvial aquifer water, as well as the consolidation and enlargement of certain reservoirs on the Lowry Ranch. Neither of these rulings impacted our existing water rights or existing reservoir storage sites. The Court sought additional information from the Company and opposing parties regarding the three claims which remain outstanding before continuing the trial. The Company has provided the additional information and is working with opposing parties to reach a settlement agreement.

Construction in Progress

The construction in progress account represents costs incurred on various construction projects currently underway that as of the balance sheet date have not been completed and placed into service. The construction in progress account consists primarily of costs incurred relating to water facilities and Sky Ranch infrastructure being constructed, which Pure Cycle anticipates will be placed in service during the next 12 months. During the three and nine months ended May 31, 2025, the Company incurred $0.7 million and $1.9 million of costs related to construction in Sky Ranch and water and wastewater construction projects. The Company capitalized less than $0.1 million and $2.5 million of costs as projects were completed and placed into service during the three and nine months ended May 31, 2025.

Single-Family Rental Homes

As of May 31, 2025, Pure Cycle has 14 single-family detached homes rented under separate lease agreements. Pure Cycle has begun construction on 17 additional rental homes in Phase 2B, all of which the Company believes will be available for rent in fiscal 2026. As of May 31, 2025, the Company had reserved 84 lots in Phases 2B, 2C and 2D of Sky Ranch for future rental units. When combined with the 14 units already built and rented, these additions will bring the total single-family rentals to 98. The Company expects to take approximately three more years to build and rent these units. Based on these projections, the Company believes this could become a reportable operating segment in the future once its operations become material.

NOTE 6 – DEBT AND OTHER LONG-TERM OBLIGATIONS

As of May 31, 2025, the outstanding principal and deferred financing costs of the Company’s loans are as follows:

(In thousands)	May 31, 2025
Single-Family Rental Home Note Payable	$	3,908
Lost Creek Note Payable		3,000
Total outstanding principal		6,908
Deferred financing costs		(50)
Less current maturities, net of current deferred financing costs		(346)
Debt, less current portion	$	6,512

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As of May 31, 2025, the scheduled maturities (i.e., principal payments) of the Company’s loans are as follows:

(In thousands)	Scheduled principal payments
Within 1 year	$	387
Year 2		1,357
Year 3		318
Year 4		3,137
Year 5		302
Thereafter		1,407
Total principal payments		6,908
Deferred financing costs		(50)
Total principal payments, net	$	6,858

SFR Note 1

On November 29, 2021, PCY Holdings, LLC, a wholly owned subsidiary of the Company, entered a Promissory Note (“SFR Note 1”) with its primary bank to reimburse amounts expended for the construction of the first three single-family rental units. The SFR Note 1 has the following terms:

● Initial principal amount of $1.0 million

● Floating per annum interest rate equal to the Western Edition of the “Wall Street Journal” Prime Rate plus 0.5%, which has a floor of 3.75% and a ceiling of 4.25% (4.25% as of May 31, 2025). In the event of default, the interest rate on the SFR Note would be increased by adding an additional 2.0%

● Maturity date of December 1, 2026

● Fifty-three principal and interest payments each month which began July 1, 2022, in the amount of $4,600 each and increased to $5,000 each on November 1, 2024

● Estimated final principal and interest balloon payment of $0.9 million payable on December 1, 2026

● Secured by three single-family rental homes

● Required minimum debt service coverage ratio of 1.10, measured annually based on audited financial statements (which the Company satisfied as of August 31, 2024), calculated as net operating income less distributions divided by required principal and interest payments, with net operating income defined as net income plus interest, depreciation, and amortization.

SFR Note 2

On August 30, 2023, PCY Holdings, LLC, a wholly owned subsidiary of the Company, entered a Promissory Note (“SFR Note 2”) with its primary bank to reimburse amounts expended for the construction of the next 11 single-family rental homes. The SFR Note 2 has the following terms:

● Initial principal amount of $3.0 million

● An interest rate of 7.51%. In the event of default, the interest rate on the SFR Note 2 would be increased by adding an additional 5.0%

● Maturity date of August 30, 2028

● Fifty-nine principal and interest payments each month beginning September 30, 2023, in the amount of $21,200 each

● Estimated final principal and interest balloon payment of $2.9 million payable on August 30, 2028

● Secured by 11 single-family rental homes

● Required minimum EBITDA of $3.0 million, measured annually at each fiscal year end (which the Company satisfied as of August 31, 2024).

Lost Creek Note

On June 28, 2022, the Company entered a loan with its primary bank to fund the acquisition of 370 acre-feet of water rights the Company acquired on June 27, 2022, in the Lost Creek Designated Groundwater Basin area of Colorado (the “Lost Creek Note”). The Lost Creek Note has an original principal balance of $3.0 million, a ten-year maturity, monthly interest only payments averaging $12,000 per month

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for thirty-six months which began on July 28, 2022, twenty-four monthly principal and interest payments of $42,000 beginning on July 28, 2025, fifty-nine monthly principal and interest payments of $32,000 beginning on July 28, 2027, and a balloon payment of less than $0.8 million plus unpaid and accrued interest due on June 28, 2032. The Lost Creek Note has a thirty-year amortization period and a fixed per annum interest rate equal to 4.90%. The Lost Creek Note is secured by the Lost Creek Water rights acquired with the note and any fees derived from the use of the Lost Creek Water rights. The Lost Creek Note does not contain any financial covenants.

Working Capital Line of Credit

On January 31, 2024, the Company entered a Business Loan Agreement (“Working Capital LOC”) with its primary bank to provide a $5.0 million operating line of credit. The Working Capital LOC has a two-year maturity, monthly interest only payments if the line is drawn upon with unpaid principal and interest due at maturity, and a floating per annum interest rate equal to the Wall Street Journal Prime Rate (7.5% as of May 31, 2025), which has a floor of 5.00%. In the event of default, the interest rate on the Working Capital LOC would be increased by an additional 2.0%. As of May 31, 2025, the Company has not drawn on the Working Capital LOC.

Letters of Credit

At May 31, 2025, the Company had 11 Irrevocable Letters of Credit (“LOCs”) outstanding. The LOCs are to guarantee the Company’s performance related to certain construction projects at Sky Ranch relating to the delivery of finished lots and as collateral for payment obligations outlined in the construction contract for certain single-family rental homes in Phase 2B. The Company has the intent and ability to perform on the contracts, after which, the LOC’s will expire at various dates from November 2025 through June 2026. As of May 31, 2025, the LOCs totaled $6 million, which are secured by cash balances maintained in restricted cash accounts at the Company’s bank, renew annually at various dates and have a 1% annual fee.

NOTE 7 – EMPLOYEE STOCK PLANS

The Company reserved 2.0 million shares of common stock for issuance to employees and directors pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 Equity Plan”). As of May 31, 2025, there were 1,973,796 shares available for grant under the 2024 Equity Plan. Prior to the effective date of the 2024 Equity Plan, the Company granted options and stock awards to eligible participants under its 2014 Equity Plan (the “2014 Equity Plan”), which expired on April 12, 2024.

The following table summarizes the combined stock option activity for the 2014 Equity Plan and 2024 Equity Plan for the periods noted:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Approximate Aggregate Intrinsic Value (in thousands)
Outstanding at August 31, 2024	524,500	$	9.42	4.7	$	877
Granted	—		—
Net settlement exercised	(35,000)		7.89
Forfeited / Expired	—		—
Outstanding at May 31, 2025	489,500	$	9.52	4.0	$	769
Options exercisable at May 31, 2025	472,500	$	9.54	4.0	$	741
Outstanding at August 31, 2023	563,000	$	9.15	5.5	$	1,221
Granted	—		—
Net settlement exercised	(32,000)		5.66
Forfeited / Expired	—		—
Outstanding at May 31, 2024	531,000	$	9.36	4.9	$	472

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During the nine months ended May 31, 2025 and 2024, the Company had net settlement exercises of stock options, whereby the optionee did not pay cash for the options exercised but instead received the number of shares equal to the difference between the exercise price and the market price on the date of exercise. During the three months ended May 31, 2025 and 2024, there were no net settlement exercises. During the nine months ended May 31, 2025, net settlement exercises resulted in 13,815 shares being issued and 21,185 options being cancelled in settlement of the shares issued. During the nine months ended May 31, 2024, net settlement exercises resulted in 13,978 shares being issued and 18,022 options being cancelled in settlement of the shares issued.

The following table summarizes the activity and value of non-vested options under the 2014 Equity Plan and 2024 Equity Plan for the periods presented:

	Number of Options	Weighted Average Grant Date Fair Value
Non-vested options outstanding at August 31, 2024	59,000	$	4.45
Granted	—		—
Vested	(42,000)		4.66
Forfeited / Expired	—		—
Non-vested options outstanding at May 31, 2025	17,000	$	3.93
Non-vested options outstanding at August 31, 2023	111,000	$	4.43
Granted	—		—
Vested	(52,000)		4.41
Forfeited	—		—
Non-vested options outstanding at May 31, 2024	59,000	$	4.45

All non-vested options are expected to vest.

On January 15, 2025, the Company’s six non-employee Board members were each granted 2,566 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $11.69. There is no vesting requirement for the unrestricted stock grants.

On September 18, 2024, the Company issued certain employees 8,000 shares of restricted stock. These shares vested 20% at the September 18, 2024 grant date, and 20% will vest on each anniversary of the grant date for four years subject to continued employment. On September 18, 2024, the Company also issued an employee 1,200 shares of restricted stock.  These shares vest 1/3 at the September 18, 2024 grant date, and 1/3 will vest on each anniversary of the grant date for two years subject to continued employment. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.

On May 22, 2024, the Company issued a non-employee Board member 1,608 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $9.33. There is no vesting requirement for the unrestricted stock grants.

On January 17, 2024, the Company’s six non-employee Board members were each granted 3,006 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $9.98. There is no vesting requirement for the unrestricted stock grants.

On September 19, 2023, the Company issued certain employees 8,000 shares of restricted stock. These shares vested 20% at the September 19, 2023 grant date, and 20% vest each anniversary of the grant date for four years. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.

For the three and nine months ended May 31, 2025, the Company recognized less than $0.1 million and $0.3 million of stock-based compensation expense. For the three and nine months ended May 31, 2024, the Company recognized $0.2 million and $0.3 million of stock-based compensation expense.

At May 31, 2025, the Company had unrecognized compensation expenses totaling $0.1 million relating to non-vested options and restricted stock that are expected to vest. The weighted-average period over which these options and shares of restricted stock are expected to vest is approximately two years.

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NOTE 8 – RELATED PARTY TRANSACTIONS

The Rangeview Metropolitan District

The Rangeview District and the Company’s agreements with the Rangeview District are described in greater detail in Note 15 to the 2024 Annual Report.

The Rangeview District and the Company have entered into two loan agreements. In 1995, the Company extended a loan to the Rangeview District for borrowings of up to $0.3 million, which is unsecured, and bears interest based on the prevailing prime rate plus 2% (9.5% at May 31, 2025). The maturity date of the loan is December 31, 2025, at which time it automatically renews through December 31, 2026. 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 2014 Amended and Restated Lease Agreement among the Rangeview District, the Company, and the State Board of Land Commissioners remains in effect. At May 31, 2025, balance in notes receivable - related parties, other totaled $1.2 million, which included borrowings of $1.2 million and accrued interest of less than $0.1 million. As of August 31, 2024, the principal and interest on both loan agreements totaled $1.2 million, which included $1.2 million of borrowings and less than $0.1 million of accrued interest. During the three and nine months ended May 31, 2025, the Company received interest and principal payments totaling $0 and $0.1 million from the Rangeview District. During the three and nine months ended May 31, 2024, the Company received interest and principal payments totaling $0 and $0.1 million from the Rangeview District.

Additionally, the Company provides funding to the Rangeview District for the Rangeview District’s participation in the “Wise Partnership.” The WISE Partnership and capitalized terms related to WISE not defined herein are defined in Note 8 to the 2024 Annual Report. During the three months ended May 31, 2025 and 2024, the Company, through the Rangeview District, received 28 and 32 acre-feet of WISE water, paying $0.1 million and $0.1 million for this water. During the nine months ended May 31, 2025 and 2024, the Company, through the Rangeview District, received metered water deliveries of 58 acre-feet and 98 acre-feet of WISE water, paying $0.1 million and $0.3 million for this water. The cost of WISE 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, 2025, WISE water was approximately $7.23 per thousand gallons and such rate will remain in effect through calendar 2025.

Sky Ranch Community Authority Board

The Sky Ranch CAB and the Company’s agreements with the Sky Ranch CAB are described in greater detail in Note 15 to the 2024 Annual Report.

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 Sky Ranch. The Sky Ranch CAB was formed 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. For the public improvements to be constructed and/or acquired, it is necessary for each Sky 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. To fund these improvements, the Company and the Sky Ranch CAB entered into various funding agreements obligating the Company to advance funds to the Sky Ranch CAB for specified public improvements constructed starting in 2018. All amounts owed under the agreements bear interest at a rate of 6% per annum. Any advances not paid or reimbursed by the Sky Ranch CAB by December 31, 2058, for the first phase and December 31, 2060 for the second phase shall be deemed forever discharged and satisfied in full.  The Company has received cumulative, project-to-date payments of $47.7 million from the Sky Ranch CAB for payments on the note receivable including both principal and interest payments.

As of May 31, 2025, the balance of the Company’s advances to the Sky Ranch CAB for improvements, including interest, net of reimbursements from the Sky Ranch CAB total $40.6 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 that have been certified by an independent third-party. The Company anticipates providing additional funding of approximately $5.2 million for construction of public improvements to the Sky Ranch CAB during the remainder of fiscal 2025 related to Phase 2B, Phase 2C, Phase 2D and Phase 2E of the Sky Ranch development.  Payments from Sky Ranch CAB are made based on available cashflow from operations or from proceeds from the issuance of bonds.

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In fiscal 2022, through a competitive bidding process, the Sky Ranch CAB awarded the Company a contract to construct fencing around Phase 2A of the Sky Ranch Master Planned Community. The contracted bid price is $0.4 million, which is being recognized as revenue as the construction of the fence progresses. Through the same process, the Sky Ranch CAB awarded the Company in fiscal 2024, a contract to construct fencing around Phase 2B of the Sky Ranch Master Planned Community.  The contracted bid price is $0.2 million, which is being recognized as revenue as the construction of the fence progresses.  During the three months ended May 31, 2025 and 2024, the Company recognized $0 of revenue related to these contracts. During the nine months ended May 31, 2025 and 2024, the Company recognized $0.1 and less than $0.1 million of revenue related to these contracts.  

Nelson Pipeline Constructors LLC

Through a competitive bidding process, the Sky Ranch CAB awarded Nelson Pipeline Constructors, LLC (“Nelson”), a contract to construct the wet utility pipelines in Phase 2A of Sky Ranch. During the three months ended May 31, 2025 and 2024, the Sky Ranch CAB paid Nelson $0 related to this contract. During the nine months ended May 31, 2025 and 2024, the Sky Ranch CAB paid Nelson $0 and $0.1 million related to this contract. Nelson is majority owned by the chair of the Company’s Board of Directors.

NOTE 9 – SIGNIFICANT CUSTOMERS

The Company has significant customers in its operations. The tables below present the percentage of total revenue for the reported customers for the nine months ended May 31, 2025 and 2024. For water and wastewater customers, the Company provides services on behalf of the Rangeview District, for which the significant end users include Sky Ranch CAB and two oil & gas operators. The home builders at Sky Ranch account for lot purchase revenue but also for water and wastewater tap fee revenues.

	Nine Months Ended
% of Total Revenue Generated From:	May 31, 2025		May 31, 2024
KB Home	20	%	12	%
Lennar	21	%	24	%
Melody (DR Horton)	12	%	6	%
Two oil & gas operators	6	%	30	%
Challenger	7	%	10	%
Sky Ranch CAB	8	%	7	%

As of May 31, 2025, 77% of the reported trade accounts receivable balance, excluding oil and gas royalty receivable, is owed to Pure Cycle by the Rangeview District for tap fees, water usage and wastewater treatment fees.

NOTE 10 – ACCRUED LIABILITIES

(In thousands)	May 31, 2025			August 31, 2024
Accrued compensation	$	999		$	1,045
Other operating payables		409			147
Property taxes		346			206
Operating lease obligation, current		11			73
Professional fees		500	(a)		5
Rental deposits		38			38
Total accrued liabilities	$	2,303		$	1,514
Land development costs due to the Sky Ranch CAB	$	621		$	1,556
Due to Rangeview Metropolitan District		290			652
Total accrued liabilities - related parties	$	911		$	2,208

(a) As of May 31, 2025, the Company has accrued an estimated $0.5 million in legal expenses associated with expenses relating to the water court’s ruling in February 2025 and potential settlement negotiations regarding its remaining three claims.  

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NOTE 11 – SEGMENT INFORMATION

The Company reports two operating segments which meet segment disclosure requirements, the water and wastewater resource development segment and the land development segment. The single-family rentals, although not currently material to operations and not a required segment disclosure, is presented within the operating segment information below for informational purposes.

The water and wastewater resource development segment includes providing water and wastewater services to customers. The Company delivers these services by using water rights owned or controlled by the Company and developing, operating, and maintaining infrastructure to divert, treat and distribute that water and collect, treat and reuse reclaimed wastewater. The land development segment includes all activities necessary to develop and sell finished lots, which for the three and nine months ended May 31, 2025 and 2024, was done exclusively at the Company’s Sky Ranch Master Planned Community. The single-family rental business includes the monthly rental fees received from the renters under the non-cancelable annual leases.

The tables below present the measure of profit and assets used to assess the performance of the two required segments and the single-family rentals that the Company believes will become a segment for the periods presented:

	Three Months Ended May 31, 2025
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	2,345	$	2,664	$	131	$	5,140
Cost of revenue		891		543		40		1,474
Depreciation and depletion		409		—		—		409
Total cost of revenue		1,300		543		40		1,883
Segment profit	$	1,045	$	2,121	$	91	$	3,257
	Three Months Ended May 31, 2024
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	2,465	$	5,016	$	123	$	7,604
Cost of revenue		911		1,346		71		2,328
Depreciation and depletion		410		—		—		410
Total cost of revenue		1,321		1,346		71		2,738
Segment profit	$	1,144	$	3,670	$	52	$	4,866

	Nine Months Ended May 31, 2025
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	8,026	$	6,488	$	373	$	14,887
Cost of revenue		2,636		2,420		133		5,189
Depreciation and depletion		1,248		—		—		1,248
Total cost of revenue		3,884		2,420		133		6,437
Segment (loss) profit	$	4,142	$	4,068	$	240	$	8,450
	Nine Months Ended May 31, 2024
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	7,562	$	8,268	$	357	$	16,187
Cost of revenue		2,547		2,362		161		5,070
Depreciation and depletion		1,132		—		—		1,132
Total cost of revenue		3,679		2,362		161		6,202
Segment profit	$	3,883	$	5,906	$	196	$	9,985

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The following table summarizes the Company’s total assets by segment. The assets consist of water rights and water and wastewater systems in the Company’s water and wastewater resource development segment; land, land development costs and deposits in the Company’s land development segment; and the cost of the homes in the single-family rental segment. The Company’s other assets (Corporate) primarily consist of cash, short term investments, restricted cash, equipment, and related party notes receivable.

(In thousands)	May 31, 2025		August 31, 2024
Water and wastewater resource development	$	68,588	$	64,616
Land development		11,497		8,521
Single-family rental		5,272		5,371
Corporate		66,382		68,846
Total assets	$	151,739	$	147,354

NOTE 12 – EARNINGS PER SHARE

Earnings per share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted-average shares of common stock outstanding during the period. Certain outstanding options are excluded from the diluted EPS calculation because they are anti-dilutive (i.e., their assumed conversion into common stock would increase rather than decrease EPS). For the three months ended May 31, 2025 and 2024, the Company excluded 421,988 options and 475,130 options because their impact was anti-dilutive. For the nine months ended May 31, 2025 and 2024, the Company excluded 399,762 options and 470,217 options because their impact was anti-dilutive.

	Three Months Ended				Nine Months Ended
(In thousands, except share and per share amounts)	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
Net income	$	2,256	$	2,825	$	7,002	$	5,008
Basic weighted average common shares		24,076,022		24,087,170		24,077,188		24,085,578
Effect of dilutive securities		67,512		55,869		89,738		60,783
Weighted average shares applicable to diluted earnings per share		24,143,534		24,143,039		24,166,926		24,146,361
Earnings per share - basic	$	0.09	$	0.12	$	0.29	$	0.21
Earnings per share - diluted	$	0.09	$	0.12	$	0.29	$	0.21

NOTE 13 – INCOME TAXES

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items. As of May 31, 2025, the Company is estimating an annual effective tax rate of approximately 25%. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to various factors.

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year considering any items requiring discrete recognition.

The effective income tax rate for the three and nine months ended May 31, 2025, was impacted by adjustments related to reconciling items between the Company’s books and tax returns.

NOTE 14 – SUBSEQUENT EVENTS

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, as of the date of enactment, and during the three months ended August 31, 2025, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA. The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Form 10-K for the year ended August 31, 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), “we,” “us,” “our” and "Pure Cycle" refer to Pure Cycle Corporation and all entities owned or controlled by Pure Cycle Corporation. You should read the following discussion in conjunction with our consolidated financial statements and accompanying notes, related MD&A and discussion of our business included in our Annual Report on Form 10-K for the year ended August 31, 2024 (2024 Annual Report) filed with the United States (U.S.) Securities and Exchange Commission (SEC) and the unaudited consolidated financial statements and accompanying notes included in this Form 10-Q. The results of operations reported and summarized below are not necessarily indicative of future operating results, and future results could differ materially from those anticipated in forward-looking statements (refer to “Disclosure Regarding Forward-Looking Statements” in this Form 10-Q; and Part I, Item 1A. “Risk Factors” in our 2024 Annual Report for further discussion).

We are a diversified water and wastewater service provider, land developer, and home rental company. We provide wholesale water and wastewater services in the Denver, Colorado area, develop land we own into master planned communities, and develop single-family homes for rent. Each of our businesses, providing water and wastewater services, land development and single-family home rentals generate attractive recurring monthly income.

Recent Developments and Economic Conditions

The housing market stabilized in 2024 as the Federal Reserve shifted from an aggressive monetary policy in 2023 to a more balanced approach that has continued into 2025 with relatively consistent interest rates. In the first half of 2025, the housing market faced additional challenges as consumer demand was influenced by ongoing affordability challenges and uncertainty occurring from federal trade policies.  Elevated mortgage interest rates have kept the 30-year fixed mortgage rates at their highest level in over 15 years.  Additionally, the housing market has faced volatility due to other macroeconomic and geopolitical conditions, including weakened consumer confidence.

Although higher mortgage interest rates and volatile macroeconomic and geopolitical conditions may persist for some time, homebuilders' strategic use of interest rate buydowns as incentives has played a crucial role in driving sales during higher levels of interest rates. Despite higher interest rate and recent market uncertainty stemming from anticipated U.S. governmental policy changes, we maintain a positive long-term outlook on land development and the housing market based on fundamental factors remaining positive. These include favorable demographics, the lot and housing supply-demand imbalance resulting from a decade-plus of underproduction of new homes in relation to population growth, and low resale home inventory. While we remain confident in the long-term growth prospects for the industry given these factors, the current demand for new homes is subject to continued uncertainty due to many factors. The combination of higher mortgage interest rates since early 2022, several years of rising housing prices, elevated inflation, and various other macroeconomic and geopolitical concerns has been moderating housing demand. Although interest rates have been stabilizing, we expect moderate to lower demand to continue throughout 2025 and into early 2026. Given current conditions, we continue to monitor market dynamics and surrounding community performance and adjust the timing of additional construction expenditures at Sky Ranch as warranted. We believe our segment pricing (entry level) lots and the low inventory of entry level housing in the Denver market will help Sky Ranch navigate a changing market better than other surrounding and significantly higher priced communities.

Our future performance and the strategies we implement (and adjust or refine as necessary or appropriate) will depend significantly on prevailing economics, the homebuilding industry, capital, credit and financial market conditions and a stable and constructive political and regulatory environment (particularly regarding housing and mortgage loan financing policies and trade policies impacting the cost of construction and building materials). The continuing impact of the Federal Reserve’s policies for the federal funds interest rate and other measures to moderate persistent U.S. inflation and the uncertainty in future Federal Reserve monetary policy are expected to be ongoing headwinds for the housing market in 2025 and beyond. Prolonged supply chain disruptions, labor shortages and other production-related challenges could extend or delay our construction cycle times and intensify construction-related cost pressures beyond our experience in 2025. In addition, consumer demand for our homes and our ability to grow and scale, revenue and returns in fiscal 2025 and 2026 could be materially and negatively affected by the above-described monetary policy impacts or other factors that curtail mortgage loan availability, employment or income growth or consumer confidence in the U.S. or in the Colorado markets. The potential extent and effect of these factors on our business is highly uncertain, unpredictable and outside our control, and our past performance, including in fiscal 2024, should not be considered indicative of future results.

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On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. We are currently evaluating the impact of the OBBBA and expect the results of such evaluations to be reflected in our Annual Report on Form 10K for the year ended August 31, 2025.

Our Business Strategy

For more than 30 years, we have accumulated and continue to accumulate a portfolio of valuable water rights, land interests and single-family rental homes along the Front Range of Colorado. We have added an extensive network of wholesale water production, storage, treatment and distribution systems, and wastewater collection and treatment systems that we operate and maintain to serve domestic, commercial, and industrial customers in the eastern Denver metropolitan region. Our primary land asset, known as Sky Ranch, is in one of the most active development areas in the Denver metropolitan region along the rapidly developing I-70 corridor, where we are developing lots for residential, commercial, retail, and light industrial uses. Sky Ranch is zoned to include up to 3,200 single family and multifamily homes, parks, open spaces, trails, recreational centers, schools, and over two million square feet of retail, commercial and light industrial space, all of which will be serviced by our water and wastewater services segment. Additionally, we have retained lots in our Sky Ranch development for our single-family rental business where we build single-family homes for rent, typically under annual lease agreements. With 14 homes currently owned and rented, we continue to expand this new line of business which may include more than 200 rental homes at Sky Ranch over the next several years.

Although we report our results of operations through our water and wastewater resource development segment and our land development segment, we operate these segments as a cohesive business designed to provide a cost effective, sustainable, and value-added business enterprise.

Water and Wastewater

Water resources throughout the western U.S., and particularly in Colorado, are a scarce and valuable resource. Our owned and/or controlled portfolio of more than 30,000 acre-feet of water is comprised of groundwater, designated basin groundwater, and surface water supplies. Our other significant water assets include 26,000 acre-feet of adjudicated reservoir sites, two wastewater reclamation facilities, water treatment facilities, potable and raw water storage facilities, wells and water production facilities, and roughly 50 miles of water distribution and wastewater collection lines. Our water supplies and wholesale facilities are primarily located in southeast Denver, an area which is limited in both water availability and infrastructure to produce, treat, store, and distribute water and wastewater. We believe this provides us with a unique competitive advantage in offering these services.

We provide wholesale water and wastewater service to local governments for both residential and commercial customers. The local governments we serve include the Rangeview Metropolitan District (“Rangeview District”), Arapahoe County, the Sky Ranch Community Authority Board and related metropolitan districts (“Sky Ranch CAB”), and the Elbert and Highway 86 Commercial Metropolitan District (“Elbert 86 District”). Our mission is to provide sustainable, reliable, high-quality water to our customers and collect, treat, and reuse wastewater using advanced water treatment systems, which produce high quality reclaimed water we can reuse for outdoor irrigation and industrial demands. By using and reusing our water supplies, we proactively manage our valuable water rights in the water-scarce Denver, Colorado region which dramatically reduces the environmental impact of our water resource operations. We design, permit, construct, operate and maintain wholesale water and wastewater systems that we own or operate on behalf of governmental entities. We also design, permit, construct, operate, and maintain retail distribution and collection systems that we own or exclusively operate on behalf of our governmental customers. Additionally, we handle administrative functions, including meter reading, billing and collection of monthly water and wastewater revenues, regulatory water quality monitoring, sampling, testing, and reporting requirements to the Colorado Department of Public Health and Environment.

Revenues for our water operations are dependent on us growing the number of customers we serve. If we are unable to add customers to our systems and sell taps to builders, our revenues could be negatively impacted. We currently are the developer of the Sky Ranch Master Planned Community, which is the main driver of our tap sales. Prolonged periods of hot and dry weather generally cause increased water usage for watering lawns, washing cars, and keeping parks irrigated. Additionally, prolonged periods of dry weather could lead to drought restrictions and limited water availability. Despite our substantial water supply, customers may be required to conserve water usage under such drought restrictions which would negatively impact metered usage revenues. We have addressed some of this vulnerability by instituting minimum customer charges which are intended to cover fixed costs of operations under all likely weather conditions.

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Land Development

Our Land Development segment is primarily focused on developing the Sky Ranch Master Planned Community located along the booming I-70 corridor. We develop and sell residential, commercial, retail, and light industrial lots. Sky Ranch is zoned to include up to 3,200 single-family and multifamily homes, parks, open spaces, trails, recreational centers, and schools. Additionally, Sky Ranch is zoned to include over two million square feet of retail, commercial, and light industrial space, which is the equivalent of approximately 1,800 residential units, meaning the Sky Ranch community at build-out will include a total of roughly 5,000 residential and equivalent units. Our land development activities include the design, permitting, and construction of all the horizontal infrastructure, including, storm water, drainage, roads, curbs, sidewalks, parks, open space, trails, and other infrastructure to deliver “ready to build” finished lots to home builders and commercial customers. Our land development activities generate revenue from the sale of finished lots as well as construction revenues from activities where we construct infrastructure on behalf of others. Land development revenues come from our home builder customers under specific agreements for the delivery of finished lots. Additionally, pursuant to certain agreements with the Sky Ranch CAB and its related metropolitan districts, on their behalf we construct public infrastructure such as roads, curbs, storm water, drainage, sidewalks, parks, open space, trails etc., the costs of which are reimbursed to us by the Sky Ranch CAB through funds generated from property taxes, fees or the issuance of municipal bonds.

Our land development activities provide a strategic complement to our water and wastewater activities because a significant component of any master planned community is providing high quality domestic water, irrigation water, and wastewater services to the community. Having control over the land and the water and wastewater services enables us to build infrastructure for potable water and irrigation distribution, wastewater and storm water collection, roads, parks, open spaces, and other investments efficiently and to manage delivery of these investments to match take-down commitments from our home builder customers without significant excess capacity in any of these investments.

We have been developing the Sky Ranch community since 2017 in phases. We believe it will take approximately eight to ten more years to fully develop Sky Ranch. In 2017, we began the initial development phase of Sky Ranch when we entered separate contracts with several national homebuilders, pursuant to which we sold a total of 505 single-family, detached residential lots at Sky Ranch. Pursuant to these agreements, we were obligated to construct infrastructure and other public improvements as well as wholesale infrastructure improvements (i.e., a wastewater reclamation facility and wholesale water facilities). Since starting, multiple phases of the Sky Ranch development are complete, and revenue and costs have been recognized.

During our fiscal 2021, we began construction on the second development phase at Sky Ranch. For this phase, we entered separate contracts with several national homebuilders to sell 938 single-family attached and detached residential lots at Sky Ranch, and we retained approximately 94 lots (through such contracts and subsequent amendments) for use in our single-family home rental business. The second development phase is approximately 250 acres and is being completed in five sub-phases (referred to as Phase 2A, 2B, 2C, 2D and 2E). Due to our strong performance in the first phase of the Sky Ranch project, we were able to realize an approximate 76% increase in our average lot prices in Phase 2. For example, we increased our sales price for a 45’ foot lot from an average of $75,000 to $132,000 and added an escalation clause that increases the prices depending on timing of payments. The timing of cash flows includes certain milestone deliveries such as the completion of governmental approvals for final plats, installation of wet utilities, and final completion of lot deliveries.

In February 2021, we began construction activities in Phase 2A at Sky Ranch, which has 229 residential lots, 10 of which we have retained for use in our single-family rental business. Contracts with three of the four homebuilders included milestone payments as construction progressed, with the fourth homebuilder contract making one payment due upon the transfer of title to the finished lots. As of May 31, 2025, Phase 2A of the Sky Ranch development is 100% complete, and we have received all $18.4 million of payments related to the sale of the 219 lots in Phase 2A.

In March 2023, we began construction activities in Phase 2B at Sky Ranch, which is platted for 211 residential lots, 17 of which we retained for use in our single-family rental business. Contracts with three of the four homebuilders in Phase 2B included milestone payments as construction progressed, with the fourth homebuilder making one payment due upon the transfer of title to the finished lots. As of May 31, 2025, Phase 2B of the Sky Ranch development is approximately 96% complete, and we have received all $17.3 million of payments related to the sale of the 211 lots in Phase 2B.

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In February 2024, we began construction activities in Phase 2C at Sky Ranch, which is platted for 228 residential lots, 40 of which we have retained for use in our single-family rental business. Contracts with three of the four homebuilders in Phase 2C include milestone payments as construction progresses, with the fourth homebuilder having one payment due upon the transfer of title to the finished lots. As of May 31, 2025, Phase 2C of the Sky Ranch development is approximately 68% complete. As of May 31, 2025, we received $6.7 million, which consists of the first and second milestone payments from the three builders with milestone payment contracts. We expect all of the finished lot payments from the four homebuilders for Phase 2C, which totals $10.5 million, to be received over the next 3 months.

In December 2024, we began construction activities in Phase 2D at Sky Ranch, which is platted for 218 residential lots, 27 of which we have retained for use in our single-family rental business. We are contracted with one homebuilder and are in negotiations with other  homebuilders in Phase 2D to include milestone payments as construction progresses.  We are contracted with a third homebuilder having one payment due upon the transfer of title to the finished lots. As of May 31, 2025, Phase 2D of the Sky Ranch development is approximately 29% complete. As of May 31, 2025, we received $1.4 million, which consists of the first milestone payment from the first builder with a milestone payment contract. We expect all milestone payments and finished lot payments for Phase 2D, which total $17.5 million, to be received over the next 12 months.

We recognize revenue earned under contracts with milestone payments over time using the percentage of completion method which aligns the recognition of revenue with the requisite progress made on construction activities. During the three months ended May 31, 2025 and 2024, due to the construction progress in Phase 2A through 2D, we recognized $2.5 million and $4.8 million of lot sales revenue related to construction at Sky Ranch. During the nine months ended May 31, 2025 and 2024, due to the construction progress in Phase 2A through 2D, we recognized $6.0 million and $7.9 million of lot sales revenue related to construction at Sky Ranch. Due to construction progress, we have recognized a total of $18.4 million of lot sales revenue since construction began on Phase 2A, $16.5 million of lot sales revenue since construction began on Phase 2B, $6.8 million of lot sales revenue since construction began on Phase 2C and $1.2 million of lot sales revenue since construction began on Phase 2D as of May 31, 2025. We expect to recognize the remaining $0.8 million of revenue for Phase 2B over the next 3 months, the remaining $10.6 million of revenue from all four homebuilders for Phase 2C over the next 12 months, and the remaining $17.6 million of revenue from our homebuilders for Phase 2D before the end of our fiscal 2026.

We expect to begin construction activities in Phase 2E in fiscal 2026, with the completion of approximately 146 lots in calendar 2026 but will plan to pace construction to match builder absorption.

Remaining payments for lot sales and the related revenue for Phase 2D will be recognized as construction of that phase occurs. We believe it will take approximately two more years to complete construction and sell the finished lots in all five subphases depending on market conditions and the permitting process.

In addition to the lot sales described above, from the start of development at Sky Ranch through May 31, 2025, we have received $30.0 million of water and wastewater tap fees from the homebuilders, which is for all 509 taps sold in Phase 1 (with four being allocated to our single-family rentals), all 229 taps sold in Phase 2A (with 10 being allocated to our single-family rentals), 187 of 211 taps sold in Phase 2B (with 17 allocated to our single-family rentals) and 10 of 228 taps sold in Phase 2C. The timing of tap sales is dependent on when homebuilders request building permits. Fees charged per water tap are dependent on lot sizes and average water usage across a broad range of housing product types including duplexes and townhomes. For Phase 2 in total, we estimate water and wastewater tap fees will exceed $20.0 million.

Single-Family Rentals

During our fiscal 2021, we launched a new line of business we are referring to as our single-family rental business. During Phase 1 of Sky Ranch, we retained ownership of four residential lots for use in this business. As of May 31, 2025, we have completed 14 single-family homes on these lots which we own, maintain, and have leased to qualified renters under one-year lease terms. We expect to expand our single-family rentals in our second development phase of Sky Ranch by building homes on lots we did not sell to our home builder partners, which we will rent out once completed. As of May 31, 2025, we reserved approximately 94 lots in Phase 2, 10 of which are in Phase 2A and are completed and rented as of May 31, 2025. Additionally, we have reserved 17 lots in Phase 2B, which we anticipate completing in fiscal 2026.

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

Results of Operations

Executive Summary

For the three months ended May 31, 2025 and 2024, we generated net income of $2.3 million and $2.8 million, respectively. The decrease was primarily due to a decrease in land development. The decrease in water sales to oil and gas operators for drilling purposes in 2025 was offset by an increase in water and wastewater tap fee revenue and an increase in oil and gas royalty income.  Lot sales revenue is recognized using the percentage of completion method, which is based on progress of construction. Despite increased challenges in the housing market, our land development activities continue to perform well, as we continue construction on Phase 2B, 2C and 2D at Sky Ranch.

For the nine months ended May 31, 2025 and 2024, we generated net income of $7.0 million and $5.0 million, respectively. The increase was primarily due to an increase in oil and gas royalty income.  Total revenue decreased over the two periods due to a decrease in land development. Lot sales revenue is recognized using the percentage of completion method, which is based on progress of construction. Despite increased challenges in the housing market, our land development activities continue to perform well; however, land development activities have decreased resulting in a decreased lot sales revenue compared to our historically high level of Lot sales revenue in the prior year period. We are continuing construction on Phase 2B, 2C and 2D at Sky Ranch and expect to align the timing to begin development activities on Phase 2E with market demand for additional lots at Sky Ranch. The increase in cost of revenue was due to an increase in estimated cost for Phase 2B as well as increased property tax due to our accelerated development schedule. The decrease in water sales to oil and gas operators for drilling purposes in 2025 was offset by an increase in water and wastewater tap fee revenue and an increase in oil and gas royalty income.

The tables below present our consolidated results of operations for the three and nine months ended May 31, 2025 and 2024.

	Three Months Ended
(In thousands, except for water deliveries and taps sold)	May 31, 2025		May 31, 2024		$ Change		% Change
Water and wastewater resource development revenue	$	2,345	$	2,465	$	(120)	(5)	%
Land development revenue:
Lot sales		2,526		4,795		(2,269)	(47)	%
Project management fees		138		221		(83)	(38)	%
Single-family rental		131		123		8	7	%
Total revenue		5,140		7,604		(2,464)	(32)	%
Water and wastewater development cost of revenue		1,300		1,321		(21)	(2)	%
Land development cost of revenue		543		1,346		(803)	(60)	%
Single-family rental cost of revenue		40		71		(31)	(44)	%
Total cost of revenue		1,883		2,738		(855)	(31)	%
General and administrative expense and depreciation		1,923		1,798		125	7	%
Operating income (loss)		1,334		3,068		(1,734)	(57)	%
Other income, net		1,659		784		875	112	%
Income taxes		(737)		(1,027)		(290)	(28)	%
Net income	$	2,256	$	2,825	$	(569)	(20)	%
Basic EPS	$	0.09	$	0.12	$	(0.03)	(25)	%
Diluted EPS	$	0.09	$	0.12	$	(0.03)	(25)	%
Water delivered (acre-feet)		76		394		(318)	(81)	%
Water taps sold		40		20		20	100	%
Wastewater taps sold		40		18		22	122	%
Lots delivered		—		—		—	—	%

25

	Nine Months Ended
(In thousands, except for water deliveries and taps sold)	May 31, 2025		May 31, 2024		$ Change		% Change
Water and wastewater resource revenue	$	8,026	$	7,562	$	464	6	%
Land development revenue
Lot sales		5,981		7,906		(1,925)	(24)	%
Project management fees		507		362		145	40	%
Single-family rental		373		357		16	4	%
Total revenue		14,887		16,187		(1,300)	(8)	%
Water and wastewater resource cost of revenue		3,884		3,679		205	6	%
Land development cost of revenue		2,420		2,362		58	2	%
Single-family rental cost of revenue		133		161		(28)	(17)	%
Total cost of revenue		6,437		6,202		235	4	%
General and administrative expense and depreciation		6,724		5,529		1,195	22	%
Operating income		1,726		4,456		(2,730)	(61)	%
Other income, net		7,551		2,357		5,194	220	%
Income tax expense		(2,275)		(1,805)		470	26	%
Net income	$	7,002	$	5,008	$	1,994	40	%
Basic EPS	$	0.29	$	0.21	$	0.08	38	%
Diluted EPS	$	0.29	$	0.21	$	0.08	38	%
Water delivered (acre-feet)		443		1,422		(979)	(69)	%
Water taps sold		130		35		95	271	%
Wastewater taps sold		127		33		94	285	%

Three and Nine Months Ended May 31, 2025 Results Compared to 2024

For the three and nine months ended May 31, 2025, total revenue decreased as compared to 2024, primarily due to a decline in land development activity. When we transfer title to lots to homebuilders under contracts where we remain obligated to deliver finished lots, the sales of such lots are recognized using the percentage of completion method. The decrease in water sales was driven by a decline in oil and gas drilling activities within our service area in 2025. This was offset by an increase in water and wastewater tap fee revenue and oil and gas royalties. Tap fee revenue timing depends on the timing of builders filing for building permits, which has increased with the development of Phase 2B and 2C in 2025.

For the three months ended May 31, 2025, total costs of revenue decreased as compared to 2024, due to decreased revenue.  For the nine months ended May 31, 2025, total costs of revenue increased as compared to 2024, primarily due to an increase in our water and wastewater system overhead as we continue to expand our system capacity, an increase in the estimated cost for Phase 2B and increased property tax due to our accelerated development schedule.

For the three months ended May 31, 2025, general and administrative expense increased as compared to 2024, due to increased expenses associated with additional employees hired in 2025. For the nine months ended May 31, 2025, general and administrative expense increased as compared to 2024, due to an accrual for legal fees booked in 2025 and increased expenses associated with additional employees hired in 2025.

For the three and nine months ended May 31, 2025, other income increased as compared to 2024 primarily due to royalty revenues from our oil and gas mineral interest at Sky Ranch, from the completion of an additional six wells in 2024, which began producing during this fiscal year.

For the three and nine months ended May 31, 2025, water deliveries decreased as compared to 2024 primarily due to a decrease of water sales to oil and gas operators.  

26

Water and Wastewater Resource Development Results of Operation

	Three Months Ended
(In thousands, except for water deliveries)	May 31, 2025		May 31, 2024		$ Change		% Change
Metered water usage from:
Municipal water usage	$	148	$	145	$	3	2	%
Commercial water usage		149		1,432		(1,283)	(90)	%
Wastewater treatment fees		102		85		17	20	%
Water and wastewater tap fees		1,700		581		1,119	193	%
Other revenue		246		222		24	11	%
Total segment revenue		2,345		2,465		(120)	(5)	%
Water service costs		533		564		(31)	(5)	%
Wastewater service costs		237		173		64	37	%
Depreciation		409		410		(1)	(0)	%
Other		121		174		(53)	(30)	%
Total expenses		1,300		1,321		(21)	(2)	%
Segment operating income	$	1,045	$	1,144	$	(99)	(9)	%
Water deliveries (acre-feet)
Export - Commercial		1		1		—	—	%
Sky Ranch		56		45		11	24	%
Wild Pointe		17		18		(1)	(6)	%
O&G operations		2		330		(328)	(99)	%
Total water deliveries		76		394		(318)	(81)	%

	Nine Months Ended
(In thousands, except for water deliveries)	May 31, 2025		May 31, 2024		$ Change		% Change
Metered water usage from:
Municipal water usage	$	507	$	458	$	49	11	%
Commercial water usage		1,324		5,045		(3,721)	(74)	%
Wastewater treatment fees		284		258		26	10	%
Water and wastewater tap fees		5,292		1,162		4,130	355	%
Other revenue		619		639		(20)	(3)	%
Total segment revenue		8,026		7,562		464	6	%
Water service costs		1,418		1,628		(210)	(13)	%
Wastewater service costs		642		513		129	25	%
Depreciation		1,248		1,132		116	10	%
Other		576		406		170	42	%
Total expenses		3,884		3,679		205	6	%
Segment operating income	$	4,142	$	3,883	$	259	7	%
Water deliveries (acre-feet)
On Site		1		2		(1)	(50)	%
Commercial sales - export water and other		2		3		(1)	(33)	%
Sky Ranch		199		145		54	37	%
Wild Pointe		55		52		3	6	%
O&G operations		186		1,220		(1,034)	(85)	%
Total water deliveries		443		1,422		(979)	(69)	%

For the three and nine months ended May 31, 2025, municipal water usage was consistent with 2024.  Commercial water usage revenue decreased for the three and nine months ended May 31, 2025 compared to 2024 due to decreased water sales to oil and gas operators.

For the three and nine months ended May 31, 2025, wastewater treatment fees increased slightly as compared to 2024 primarily due to new Sky Ranch customers.

27

For the three and nine months ended May 31, 2025, water and wastewater tap sales increased compared to 2024 due to the timing of finished lots at Sky Ranch in 2025. Tap sales are driven by builders obtaining building permits in anticipation of home closings.

Land Development Results of Operations

	Three Months Ended
(In thousands)	May 31, 2025		May 31, 2024		$ Change		% Change
Lot sales	$	2,526	$	4,795	$	(2,269)	(47)	%
Project management revenue		138		221		(83)	(38)
Total revenue		2,664		5,016		(2,352)	(47)	%
Land development construction and project management costs		543		1,346		(803)	(60)	%
Segment operating income	$	2,121	$	3,670	$	(1,549)	(42)	%

		Nine Months Ended
(In thousands)	May 31, 2025		May 31, 2024		$ Change		% Change
Lot sales	$	5,981	$	7,906	$	(1,925)	(24)	%
Project management revenue		507		362		145	40	%
Total revenue		6,488		8,268		(1,780)	(22)	%
Land development construction and project management costs		2,420		2,362		58	2	%
Segment operating income	$	4,068	$	5,906	$	(1,838)	(31)	%

For the three and nine months ended May 31, 2025, lot sales revenue decreased as compared to 2024 due primarily to the timing of finished lot deliveries. When we transfer title to lots to homebuilders under contracts where we remain obligated to deliver finished lots, the sales of such lots are recognized using the percentage of completion method. Therefore, revenue will fluctuate due to timing of construction activities as well as the number of lots under the percentage of completion accounting method throughout Phase 2.

For the three months ended May 31, 2025, total costs of revenue decreased as compared to 2024, due to decreased revenue recognition from our percentage of completion revenue recognition and the timing of finished lot deliveries.  For the nine months ended May 31, 2025, total costs of revenue increased as compared to 2024, primarily due to an increase in estimated cost for Phase 2B as well as increased property tax due to our accelerated development schedule.

Single-Family Rental Results of Operations

In fiscal 2021, we began construction on homes for our single-family rental business. Each home is rented under a one-year non-cancelable lease agreement. The costs reflected as cost of sales for the rental units include a pro-rata share of the annual property taxes and insurance related specifically to the rental units as well as immaterial fees related to the operations and maintenance assessments from the Sky Ranch CAB that are assessed to every home in Sky Ranch. Our tenants are responsible for all other utilities including water and wastewater services that are paid to us through the Rangeview District. As of May 31, 2025, the Company had a total of 14 units rented.

28

Liquidity, Capital Resources and Financial Position

As of May 31, 2025, our working capital, defined as current assets less current liabilities, was $18.1 million, which included $14.4 million in cash and cash equivalents.  All our cash is maintained at high-credit quality institutions, and we follow a diversified investment approach for our cash and cash equivalents by maintaining such funds with a portfolio of banks in high quality, highly liquid, short-term deposits and investments to mitigate banking concentration risk. We believe that as of May 31, 2025, and as of the date of the filing of this Quarterly Report on Form 10-Q, we have sufficient working capital to fund our operations for the next 12 months. Our expected obligations for the next 12 months are described below.

Sky Ranch Development

Phase 1 of the Sky Ranch development is complete, Phase 2 began in February 2021, which is being done in five subphases, of which Phase 2A is completed and Phase 2B, Phase 2C and Phase 2D are being actively developed as of May 31, 2025. We estimate total costs to complete the infrastructure (including public improvements) for all 886 lots in the first four subphases of Phase 2 to total $81.1 million. Of this, we anticipate spending up to $18.4 million in the next 12 months, and we anticipate receiving approximately $28.0 million in milestone and finished lot payments from our builder customers. Additionally, we expect to receive tap fee payments from our builder customers over the same period. The amounts we expect to spend and receive in the next 12 months are dependent on the pace of construction in Phase 2B, Phase 2C and Phase 2D. We believe water and wastewater tap fees as well as progress payments from our homebuilder customers and our existing cash balances will fund our obligations for the next 12 months.

Single-Family Rental Construction Contract

As of May 31, 2025, we have entered into contracts with national home builders to construct 17 rental units at Sky Ranch in Phase 2B and 6 of the 40 rental units at Sky Ranch in Phase 2C. The contracted construction costs for all 17 units in Phase 2B and 2 C will be approximately $6 million. As of May 31, 2025, we had incurred $0.3 million of these construction costs. We anticipate financing the majority of the remaining cost for Phase 2B and 2C rental units in fiscal 2026.

South Metropolitan Water Supply Authority (“SMWSA”) and the Water Infrastructure Supply Efficiency Partnership (“WISE”)

We have entered into a financing agreement that obligates us to fund the Rangeview District’s cost of participating in WISE. We anticipate investing up to $0.5 million in total over the next 12 months to fund the Rangeview District’s obligation to purchase water and fund development of infrastructure for WISE, and its obligations related to SMWSA. In exchange for funding the Rangeview District’s obligations in WISE, we have the sole right to use and reuse the Rangeview District’s 9% share of the WISE water and infrastructure to provide water service to the Rangeview District’s customers and to receive the revenue from such service. Our current WISE subscription entitles us to approximately 3.0 million gallons per day of transmission pipeline capacity and up to 900 acre-feet per year of water.

Summary Cash Flows Table

	Nine Months Ended
(In thousands)	May 31, 2025		May 31, 2024		$ Change		% Change
Cash (used) provided by:
Operating activities	$	3,799	$	(793)	$	4,592	579	%
Investing activities		(8,350)		(3,991)		(4,359)	(109)	%
Financing activities		(350)		(462)		112	24	%
Net Change in cash	$	(4,901)	$	(5,246)	$	345	7	%

For the nine months ended May 31, 2025, we used cash as follows:

● Operating activities provided $3.8 million in cash, mainly from a partial reimbursement of the Company’s Note Receivable from the Sky Ranch CAB.  This was offset by normal operations to fund construction activities (including the public improvements) at Sky Ranch and payments to vendors.  We anticipate continuing to spend cash for the construction activities at Sky Ranch for the foreseeable future.

29

● Investing activities used $8.4 million in cash, mainly for the purchase of land and water rights.  We also continued our investing in future phases of Sky Ranch and construction of additional water delivery infrastructure.

● Financing activities used $0.4 million of cash, mainly for the repurchase of common stock.

Critical Accounting Policies and Use of Estimates

Our critical accounting policies and estimates are described in “Critical Accounting Policies and Estimates” within Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 3 of our 2024 Annual Report. The accounting policies and estimates used in preparing our interim consolidated financial statements for the three and nine months ended May 31, 2025, are the same as those described in our 2024 Annual Report. There have been no changes to our critical accounting policies during the three and nine months ended May 31, 2025. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from the interim financial statements included in this Quarterly Report on Form 10-Q pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to make the information not misleading. The unaudited consolidated financial statements and other information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto in our 2024 Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. The President and the Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of May 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, the President and the Chief Financial Officer each concluded that as of May 31, 2025, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company, Rangeview District and the State Land Board filed a Water Court Application in Colorado Water Court Division 1 on December 31, 2020, seeking: (1) to adjudicate 1,635 acre feet of water from the Box Elder Creek Alluvial aquifer (a new water right), (2) consolidate and enlarge certain reservoirs on the Lowry Ranch, (3) approve new places of use for existing water rights, (4) approve new places of storage for certain water rights, and (5) approve a new alternate diversion point for certain existing water rights. On February 7, 2025, the Water Court denied our new water right application of 1,635 acre feet of Box Elder Creek Alluvial aquifer water, as well as the consolidation and enlargement of certain reservoirs on the Lowry Ranch. Neither of these rulings impacted our existing water rights or existing reservoir storage sites. The Court sought additional information from the Company and opposing parties regarding the three claims which remain outstanding before continuing the trial. The Company has provided the additional information and is working with opposing parties to reach a settlement agreement.

30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 2, 2022, our Board of Directors approved a stock repurchase program. The program is open-ended and authorizes repurchases of up to an aggregate of 200,000 shares of common stock in the open market. During the quarter ended May 31, 2025, the Company repurchased 2,000 shares of common stock under the repurchase program. The following table summarizes the purchase of our common stock during the quarter ended May 31, 2025:            

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchase as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 2025		2,000		10.19		2,000		112,074
Total		2,000	$	10.19		2,000		112,074

Item 6. Exhibits

Exhibit Number	Description
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1	Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2	Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
101.INS	Inline XBRL Instance Document. *
101.SCH	Inline XBRL Taxonomy Extension Schema Document. *
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104	Cover page formatted as inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished herewith.

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PURE CYCLE CORPORATION

/s/ Marc S. Spezialy

Marc S. Spezialy

Vice President and Chief Financial Officer

July 9, 2025

32

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark W. Harding, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Pure Cycle Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 9, 2025

/s/ Mark W. Harding

Mark W. Harding

Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc S. Spezialy, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Pure Cycle Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 9, 2025

/s/ Marc S. Spezialy

Marc S. Spezialy

Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Pure Cycle Corporation (the “Company”) for the three and nine months ended May 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark W. Harding, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Mark W. Harding

Mark W. Harding

Principal Executive Officer

July 9, 2025

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Pure Cycle Corporation (the “Company”) for the three and nine months ended May 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marc S. Spezialy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Marc S. Spezialy

Marc S. Spezialy

Principal Financial Officer

July 9, 2025

XML

Document and Entity Information - shares	9 Months Ended
	May 31, 2025	Jul. 07, 2025
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	May 31, 2025
Document Transition Report	false
Securities Act File Number	000-08814
Entity Registrant Name	PURE CYCLE CORPORATION
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	84-0705083
Entity Address, Address Line One	34501 E. Quincy Avenue, Bldg. 1, Suite D
Entity Address, City or Town	Watkins
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80137
City Area Code	303
Local Phone Number	292 – 3456
Title of 12(b) Security	Common Stock 1/3 of $.01 par value
Trading Symbol	PCYO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		24,074,305
Entity Central Index Key	0000276720
Current Fiscal Year End Date	--08-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2025
Amendment Flag	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	May 31, 2025	Aug. 31, 2024
Current assets:
Cash and cash equivalents	$ 14,392	$ 21,946
Trade accounts receivable, net	1,331	1,472
Income taxes receivable	633
Prepaid expenses and other assets	781	530
Land under development	8,068	3,647
Reimbursable public improvements and project management fees		10,100
Total current assets	25,205	37,695
Restricted cash	6,065	3,412
Investments in water and water systems, net	64,954	60,486
Construction in progress	2,473	3,161
Single-family rental units	4,891	5,059
Land and mineral rights:
Held for development	4,513	3,683
Held for investment purposes		451
Held for sale	352
Other assets	1,326	1,164
Operating leases - right of use assets	138	158
Total assets	151,739	147,354
Current liabilities:
Accounts payable	2,607	1,948
Income taxes payable		1,442
Debt, current portion	346	64
Total current liabilities	7,153	9,349
Debt, less current portion	6,512	6,821
Deferred tax liability, net	1,395	1,395
Lease obligations - operating leases, less current portion	4	87
Total liabilities	15,064	17,652
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Series B preferred shares: par value $0.001 per share, 25 million authorized; 432,513 issued and outstanding (liquidation preference of $432,513)
Common shares: par value 1/3 of $.01 per share, 40.0 million authorized; 24,074,305 and 24,063,894 outstanding, respectively	80	80
Additional paid-in capital	175,419	175,125
Accumulated deficit	(38,824)	(45,503)
Total shareholders' equity	136,675	129,702
Total liabilities and shareholders' equity	151,739	147,354
Land Development Segment
Current liabilities:
Deferred revenue	984	2,173
Water and Wastewater Resource Development Segment
Current liabilities:
Deferred revenue	2
Related Party
Current liabilities:
Accrued liabilities	911	2,208
Nonrelated Party
Current liabilities:
Accrued liabilities	2,303	1,514
Reimbursable public improvements and project management fees | Related Party
Land and mineral rights:
Notes receivable - related parties, including accrued interest	40,600	30,864
Other | Related Party
Land and mineral rights:
Notes receivable - related parties, including accrued interest	$ 1,222	$ 1,221

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	May 31, 2025	Aug. 31, 2024
SHAREHOLDERS' EQUITY:
Common stock, par value (in dollars per share)	$ 0.003	$ 0.003
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares outstanding (in shares)	24,074,305	24,063,894
Series B Preferred Stock
SHAREHOLDERS' EQUITY:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares issued (in shares)	432,513	432,513
Preferred stock, shares outstanding (in shares)	432,513	432,513
Liquidation preference	$ 432,513	$ 432,513

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CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2025	May 31, 2024	May 31, 2025	May 31, 2024
Revenues:
Total revenues	$ 5,140	$ 7,604	$ 14,887	$ 16,187
Cost of revenues:
Depletion and depreciation	409	410	1,248	1,132
Other	121	174	576	406
Total cost of revenues	1,883	2,738	6,437	6,202
General and administrative expenses	1,798	1,647	6,295	5,082
Depreciation	125	151	429	447
Operating income	1,334	3,068	1,726	4,456
Other income (expense):
Interest income - Investments	210	279	675	873
Oil and gas royalty income, net	1,140	392	5,857	479
Oil and gas lease income, net		18		56
Interest expense, net	(101)	(109)	(319)	(328)
Income from operations before income taxes	2,993	3,852	9,277	6,813
Income tax expense	(737)	(1,027)	(2,275)	(1,805)
Net income	$ 2,256	$ 2,825	$ 7,002	$ 5,008
Earnings per common share - basic and diluted
Basic (in dollars per share)	$ 0.09	$ 0.12	$ 0.29	$ 0.21
Diluted (in dollars per share)	$ 0.09	$ 0.12	$ 0.29	$ 0.21
Weighted average common shares outstanding:
Weighted average common shares outstanding, Basic (in shares)	24,076,022	24,087,170	24,077,188	24,085,578
Weighted average common shares outstanding, Diluted (in shares)	24,143,534	24,143,039	24,166,926	24,146,361
Related Party
Other income (expense):
Other, net	$ 417	$ 217	$ 1,223	$ 1,156
Nonrelated Party
Other income (expense):
Other, net	(7)	(13)	115	121
Water service operations
Cost of revenues:
Expenses	533	564	1,418	1,628
Metered Water Usage - Municipal Customers
Revenues:
Total revenues	148	145	507	458
Metered Water Usage-Commercial Customers
Revenues:
Total revenues	149	1,432	1,324	5,045
Wastewater service operations
Cost of revenues:
Expenses	237	173	642	513
Wastewater treatment fees
Revenues:
Total revenues	102	85	284	258
Water and wastewater tap fees
Revenues:
Total revenues	1,700	581	5,292	1,162
Lot sales
Revenues:
Total revenues	2,526	4,795	5,981	7,906
Land development construction costs
Cost of revenues:
Expenses	437	1,192	2,060	1,961
Project management costs
Cost of revenues:
Expenses	106	154	360	401
Project management fees
Revenues:
Total revenues	138	221	507	362
Single-family rentals
Revenues:
Total revenues	131	123	373	357
Cost of revenues:
Expenses	40	71	133	161
Special facility projects and other
Revenues:
Total revenues	$ 246	$ 222	$ 619	$ 639

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Shares	Common Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Aug. 31, 2023		$ 80	$ 174,689	$ (56,535)	$ 118,234
Balance (in shares) at Aug. 31, 2023	432,513	24,078,720
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted shares grants (in shares)		13,978
Stock options exercised			37		$ 37
Stock options exercised (in shares)		8,000			13,978
Shares granted for services			195		$ 195
Shares granted for services (in shares)		19,644
Share-based compensation			148		148
Repurchases of common shares				(439)	(439)
Repurchases of common shares (in shares)		(45,000)
Net income				5,008	5,008
Balance at May. 31, 2024		$ 80	175,069	(51,966)	123,183
Balance (in shares) at May. 31, 2024	432,513	24,075,342
Balance at Feb. 29, 2024		$ 80	175,014	(54,650)	120,444
Balance (in shares) at Feb. 29, 2024	432,513	24,088,734
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares granted for services			15		15
Shares granted for services (in shares)		1,608
Share-based compensation			40		40
Repurchases of common shares				(141)	(141)
Repurchases of common shares (in shares)		(15,000)
Net income				2,825	2,825
Balance at May. 31, 2024		$ 80	175,069	(51,966)	123,183
Balance (in shares) at May. 31, 2024	432,513	24,075,342
Balance at Aug. 31, 2024		$ 80	175,125	(45,503)	129,702
Balance (in shares) at Aug. 31, 2024	432,513	24,063,894
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted shares grants			21		$ 21
Restricted shares grants (in shares)		9,200
Stock options exercised (in shares)		13,815			13,815
Shares granted for services			180		$ 180
Shares granted for services (in shares)		15,396
Share-based compensation			93		93
Repurchases of common shares				(323)	(323)
Repurchases of common shares (in shares)		(28,000)
Net income				7,002	7,002
Balance at May. 31, 2025		$ 80	175,419	(38,824)	136,675
Balance (in shares) at May. 31, 2025	432,513	24,074,305
Balance at Feb. 28, 2025		$ 80	175,390	(41,058)	134,412
Balance (in shares) at Feb. 28, 2025	432,513	24,076,305
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation			29		29
Repurchases of common shares				(22)	(22)
Repurchases of common shares (in shares)		(2,000)
Net income				2,256	2,256
Balance at May. 31, 2025		$ 80	$ 175,419	$ (38,824)	$ 136,675
Balance (in shares) at May. 31, 2025	432,513	24,074,305

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	May 31, 2025	May 31, 2024
Cash flows from operating activities:
Net income	$ 7,002	$ 5,008
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and depletion	1,677	1,579
Trade accounts receivable	141	(1,211)
Accounts payable and accrued liabilities	213	1,353
Other assets and liabilities	(166)	315
Share-based compensation expense	294	380
Deferred income taxes		(122)
Prepaid expenses	(251)	(234)
Land under development	(10,161)	(6,550)
Taxes payable / receivable	(2,075)	1,934
Net cash provided by (used in) operating activities	3,799	(793)
Cash flows from investing activities:
Net Purchase of property and equipment	(282)	(409)
Investments in future development phases at Sky Ranch	(1,206)	(1,994)
Construction costs of single-family rentals	(59)	(291)
Investments in water, water systems and land	(6,878)	(1,226)
Payments on note receivable - related party, other	75	100
Purchase of held-to-maturity investments in U.S. Treasury Bills		(171)
Net cash used in investing activities	(8,350)	(3,991)
Cash flows from financing activities:
Payments on notes payable	(27)	(23)
Repurchases of common shares	(323)	(439)
Net cash used in financing activities	(350)	(462)
Net change in cash, cash equivalents and restricted cash	(4,901)	(5,246)
Cash, cash equivalents and restricted cash - beginning of period	25,358	28,487
Cash, cash equivalents and restricted cash - end of period	20,457	23,241
Cash and cash equivalents	14,392	20,360
Restricted cash	6,065	2,881
Total cash, cash equivalents and restricted cash	20,457	23,241
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	4,351	65
Cash paid for interest	309	312
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Change in reimbursable public improvements included in accounts payable and accrued liabilities	494	205
Change in investments in water and water systems included in accounts payable and accrued liabilities	90	84
Issuance of shares for compensation	201	211
Water and Wastewater Resource Development Segment
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Deferred revenue	2	(56)
Land Development Segment
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Deferred revenue	(1,189)	(113)
Related Party | Sky Ranch CAB
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net activity for notes receivable - related party, reimbursable public improvements, other	8,388	(2,986)
Related Party | Rangeview District
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net activity for notes receivable - related party, reimbursable public improvements, other	$ (76)	$ (90)

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PRESENTATION OF INTERIM INFORMATION

9 Months Ended

May 31, 2025

PRESENTATION OF INTERIM INFORMATION

PRESENTATION OF INTERIM INFORMATION

NOTE 1 – PRESENTATION OF INTERIM INFORMATION

The accompanying unaudited consolidated financial statements have been prepared by Pure Cycle Corporation (the “Company” or “Pure Cycle”) and include all adjustments that are of a normal recurring nature and are in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company as of and for the three and nine months ended May 31, 2025 and 2024. The August 31, 2024 balance sheet was derived from the Company’s audited consolidated financial statements.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested the accompanying consolidated financial statements and notes be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2024 (“2024 Annual Report”) filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2024. The results of operations for interim periods presented are not necessarily indicative of the operating results expected for the full fiscal year.

Use of Estimates

The preparation of financial statements in conformity with 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, dollar amount of reimbursable costs and collectability of reimbursable costs, costs of revenue for lot sales, share-based compensation, certain accrued liabilities, and the useful lives and recoverability of long-lived assets. Actual results could differ from those estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for the Company for annual periods beginning September 1, 2024, and interim periods beginning September 1, 2025. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statement disclosures.

In December 2023, FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company for annual periods beginning September 1, 2025. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” ("ASU 2024-03"), which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for the Company for annual periods beginning September 1, 2027. The Company is currently evaluating the impact ASU 2024-03 will have on its financial statement disclosures.

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.

Reclassifications

The Company has reclassified certain prior year information to conform to the current year presentation.

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REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD

9 Months Ended

May 31, 2025

REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD

REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD

NOTE 2 – REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD

The Sky Ranch Community Authority Board (“Sky Ranch CAB”) and the Company’s agreements with the Sky Ranch CAB are described in greater detail in Notes 5 and 15 to the 2024 Annual Report.

The notes receivable – related party, reimbursable public improvements and project management fees are due to the Company from the Sky Ranch CAB and reports the balances owed by the Sky Ranch CAB to the Company for public improvements paid for by Pure Cycle which are reimbursable from the Sky Ranch CAB and include project management fees related to the Company’s management of the construction of the public improvements, and interest accrued on the unpaid balances related to advances from the Company to fund certain public improvements in the ongoing development of the Sky Ranch master planned community (Sky Ranch). Pure Cycle has advanced funds to the Sky Ranch CAB for the cost of constructing certain public improvements at Sky Ranch which are the ultimate responsibility of the Sky Ranch CAB. During the three and nine months ended May 31, 2025, Pure Cycle spent $2.9 million and $9.4 million on public improvements which are payable by the Sky Ranch CAB to Pure Cycle. Additionally, for the three and nine months ended May 31, 2025, project management fees of $0.1 million and $0.5 million and interest income on the outstanding note receivable of $0.4 million and $1.2 million were also added to the note receivable. During the three and nine months ended May 31, 2025, the Sky Ranch CAB paid Pure Cycle $0.8 million and $11.4 million pursuant to the note. Pursuant to the agreements with the Sky Ranch CAB, any payments received are initially applied to interest.  

During the three and nine months ended May 31, 2024, Pure Cycle spent $4.1 million and $7.6 million on public improvements which are payable by the Sky Ranch CAB to Pure Cycle. Since Pure Cycle believes the amounts are probable of collection, they have been added to the note receivable from the Sky Ranch CAB. Additionally, for the three and nine months ended May 31, 2024, project management fees of less than $0.2 million and $0.4 million and interest income on the outstanding note receivable of $0.2 million and $1.2 million were also added to the note receivable. During the three and nine months ended May 31, 2024, the Sky Ranch CAB paid Pure Cycle $0 and $0.3 million, respectively, pursuant to the note. Pursuant to the agreements with the Sky Ranch CAB, any payments received are initially applied to interest.  

The following table summarizes the activity and balances associated with the note receivable from the Sky Ranch CAB:

	Three Months Ended
	May 31, 2025		May 31, 2024
Beginning balance	$	38,005	$	28,915
Additions		3,395		4,626
Payments received		(800)		—
Ending balance	$	40,600	$	33,541
	Nine Months Ended
	May 31, 2025		May 31, 2024
Beginning balance	$	40,964	$	24,999
Additions		11,058		8,828
Payments received		(11,422)		(286)
Ending balance	$	40,600	$	33,541

The note receivable from the Sky Ranch CAB accrues interest at 6% per annum. Public improvements which do not qualify for reimbursement at the time of being incurred are considered contract fulfillment costs and are recorded as land development construction costs as incurred. If public improvement costs are deemed qualified for reimbursement, the costs are recognized as notes receivable - related party. The Company assesses the collectability of the note receivable from the Sky Ranch CAB, which includes reimbursable public improvements, project management fees and the related interest income, at each reporting period. The Sky Ranch CAB has an obligation to repay the Company, but the ability of the Sky Ranch CAB to do so before the contractual termination dates is dependent upon the establishment of a tax base or other fee generating activities sufficient to fund reimbursable costs incurred.

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REVENUES, FEES AND OTHER INCOME ITEMS

9 Months Ended

May 31, 2025

REVENUES, FEES AND OTHER INCOME ITEMS

REVENUES, FEES AND OTHER INCOME ITEMS

NOTE 3 – REVENUES, FEES AND OTHER INCOME ITEMS

The Company’s revenue is primarily generated from three unique segments: (1) Sales of water and wastewater taps, metered water and wastewater usage; (2) the sale of lots to homebuilders; and (3) rent collected from its single-family homes. Detailed descriptions of the policies related to revenue recognition are included in Note 2 to the 2024 Annual Report.

The following describes significant components of revenue for the three and nine months ended May 31, 2025 and 2024.

Water and wastewater tap fees – During the three months ended May 31, 2025 and 2024, the Company sold a total of 40 and 20 water taps, respectively, generating $1.4 million and $0.5 million in tap fee revenues, respectively. During the three months ended May 31, 2025 and 2024, the Company sold a total of 40 and 18 wastewater taps, respectively, generating $0.3 million and $0.1 million in tap fee revenues, respectively. During the nine months ended May 31, 2025 and 2024, the Company sold a total of 130 and 35 water taps, respectively, generating $4.3 million and $0.9 million in tap fee revenues, respectively. During the nine months ended May 31, 2025 and 2024, the Company sold a total of 127 and 33 wastewater taps, respectively, generating $1.0 million and $0.2 million in tap fee revenues, respectively. The water taps were all sold at Sky Ranch and Wild Pointe, and the wastewater taps were all sold at Sky Ranch.

Metered water usage and wastewater treatment fees – During the three months ended May 31, 2025 and 2024, the Company sold a total of 76 and 394 acre-feet of water, respectively, generating $0.4 million and $1.7 million in metered water and wastewater treatment fees revenue, respectively. During the nine months ended May 31, 2025 and 2024, the Company sold a total of 442 and 1,422 acre-feet of water, respectively, generating $2.1 million and $5.8 million in metered water and wastewater treatment fees revenue, respectively. 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, and certain usage revenues are subject to royalties as described in the 2024 Annual Report. The Company’s largest customers for water are for industrial users, mainly oil and gas companies using water in drilling and hydraulic fracking processes.

Lot sales – For the three months ended May 31, 2025 and 2024, the Company recognized $2.5 million and $4.8 million of lot sales revenue, respectively, which was recognized using the percent-of-completion method for the Company’s land development activities at the Sky Ranch Master Planned Community. For the nine months ended May 31, 2025 and 2024, the Company recognized $6.0 million and $7.9 million of lot sales revenue, respectively, which was recognized using the percent-of-completion method for the Company’s land development activities at the Sky Ranch Master Planned Community. As of May 31, 2025, the first development phase (509 lots) is complete and the second development phase (1,032 lots) is being developed in five subphases, referred to as Phase 2A (229 lots), Phase 2B (211 lots), Phase 2C (228 lots), Phase 2D (218 lots) and Phase 2E (146 lots). As of May 31 2025, Phase 2A is 100% complete, Phase 2B is approximately 96% complete, Phase 2C is approximately 68% complete, Phase 2D is approximately 29% complete, and Phase 2E is expected to begin development work in fiscal 2026. Phase 2B is substantially complete with some landscaping and warranty items remaining. Phase 2C is expected to be completed by the end of Pure Cycle’s fiscal 2025, Phase 2D is expected to be completed in fiscal 2026, and Phase 2E is expected to be completed by the end of calendar 2026.

Project management fees – During the three months ended May 31, 2025 and 2024, the Company recognized $0.1 million and $0.2 million of project management revenue, respectively, from the Sky Ranch CAB, a related party, for managing the Sky Ranch development project. During the nine months ended May 31, 2025 and 2024, the Company recognized $0.5 million and $0.4 million of project management revenue, respectively, from the Sky Ranch CAB, a related party, for managing the Sky Ranch development project.  

Single-family rental revenue

As of May 31, 2025, Pure Cycle has 14 single-family detached homes rented under separate lease agreements.  Pure Cycle generally rents its single-family properties under non-cancelable one-year lease agreements. For the three months ended May 31, 2025 and 2024, the Company recognized $0.1 million and $0.1 million of rental property revenues, respectively. For the nine months ended May 31, 2025 and 2024, the Company recognized $0.4 million and $0.4 million of rental property revenues, respectively.  

Pure Cycle has begun construction on 17 additional rental homes in Phase 2B, all of which the Company believes will be available for rent in fiscal 2026. As of May 31, 2025, the Company had reserved 84 lots in Phases 2B, 2C and 2D of Sky Ranch for future rental

units. When combined with the 14 units already built and rented, these additions will bring the total single-family rentals to 98. The Company expects to take approximately three more years to build and rent all these units. Based on these projections, the Company believes this could become a reportable operating segment in the future once its operations become material.

Special facility projects and other revenue

Pure Cycle receives fees from customers including municipalities and area water providers for contract operations services. These fees are recognized as earned, typically monthly, plus charges for additional work performed. Additionally, the Company performs certain construction activities at Sky Ranch. The activities performed include construction and maintenance services. The revenue for both types of services are invoiced and recognized as special facility projects revenue. For the three months ended May 31, 2025 and 2024, the Company recognized $0.2 million and $0.2 million of special facility projects and other revenue, an immaterial amount of which is from work performed for the Sky Ranch CAB, a related party. For the nine months ended May 31, 2025 and 2024, the Company recognized $0.6 million and $0.6 million of special facility projects and other revenue, an immaterial amount of which is from work performed for the Sky Ranch CAB, a related party.

Deferred revenue

Changes and balances of the Company’s deferred revenue accounts by segment are as follows:

	Three Months Ended May 31, 2025
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at February 28, 2025	$	-	$	2,048	$	2,048
Revenue recognized		(11)		(3,540)		(3,551)
Revenue deferred		13		2,476		2,489
Balance at May 31, 2025	$	2	$	984	$	986
	Three Months Ended May 31, 2024
	Water and Wastewater Resource Development		Land Development		Total
Balance at February 29, 2024	$	31	$	2,605	$	2,636
Revenue recognized		(18)		(4,881)		(4,899)
Revenue deferred		-		3,824		3,824
Balance at May 31, 2024	$	13	$	1,548	$	1,561
	Nine Months Ended May 31, 2025
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at August 31, 2024	$	-	$	2,173	$	2,173
Revenue recognized		(11)		(6,027)		(6,038)
Revenue deferred		13		4,838		4,851
Balance at May 31, 2025	$	2	$	984	$	986
	Nine Months Ended May 31, 2024
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at August 31, 2023	$	69	$	1,661	$	1,730
Revenue recognized		(164)		(8,058)		(8,222)
Revenue deferred		108		7,945		8,053
Balance at May 31, 2024	$	13	$	1,548	$	1,561

The Company receives deposits or pre-payments from oil and gas operators to reserve water for use in future well drilling and fracking operations. When the operators use the water, the Company recognizes the revenue for these payments in the metered water usage from the commercial customers’ line on the statement of income.

The Company recognizes lot sales over time as construction activities progress and not necessarily when payment is received. For example, the Company may 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 compared to total estimated costs of the project, which management believes is a faithful representation of the transfer of goods and services to the customer.

Revenue allocated to remaining performance obligations such as described above represents contracted revenue that has not yet been recognized, which includes unearned revenue and amounts that will be recognized as revenue in future periods.

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FAIR VALUE MEASUREMENTS

9 Months Ended

May 31, 2025

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 4 – FAIR VALUE MEASUREMENTS

Fair value accounting guidance includes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

The carrying value for certain of the Company’s financial instruments (i.e., cash, restricted cash, short term investments, accounts receivable, accounts payable, accrued liabilities, the SFR Notes and the Lost Creek Note, each as defined in Note 6 below) materially approximate their fair value because of their short-term nature and generally negligible credit losses.

As of May 31, 2025 and August 31, 2024, the Company had no assets or liabilities measured at fair value on a recurring basis. As of May 31, 2025 and August 31, 2024, the Company had one Level 3 asset (notes receivable – related party), measured at fair value on a nonrecurring basis, for which the Company did not record any impairment charges.

There were no transfers between Level 1, 2 or 3 categories during the three and nine months ended May 31, 2025 and 2024.

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WATER, LAND AND OTHER FIXED ASSETS

9 Months Ended

May 31, 2025

WATER, LAND AND OTHER FIXED ASSETS

WATER, LAND AND OTHER FIXED ASSETS

NOTE 5 – WATER, LAND AND OTHER FIXED ASSETS

The Company’s water rights and current water and wastewater service agreements, including capitalized terms not defined herein, are more fully described in Note 4 to the 2024 Annual Report.

Investment in Water and Water Systems

The Company’s Investments in water and water systems consist of the following costs and accumulated depreciation and depletion:

	May 31, 2025				August 31, 2024
			Accumulated				Accumulated
			Depreciation				Depreciation
(In thousands)	Costs		and Depletion		Costs		and Depletion
Rangeview water system	$	31,695	$	(5,644)	$	23,381	$	(3,579)
Rangeview water supply		16,198		(21)		15,889		(20)
Water supply – Other		1,300		(1,136)		7,588		(2,307)
Sky Ranch water rights and other costs		7,690		(1,661)		7,764		(1,641)
Sky Ranch pipeline		5,740		(1,510)		5,740		(1,366)
Lost Creek water supply		10,812		—		7,357		—
Fairgrounds water and water system		2,900		(1,657)		2,900		(1,591)
Wild Pointe service rights		1,632		(1,384)		1,632		(1,261)
Totals		77,967		(13,013)		72,251		(11,765)
Net investments in water and water systems	$	64,954			$	60,486

During the three months ended May 31, 2025 there were no additional acquisitions of water rights. During the nine months ended May 31, 2025, the Company’s Lost Creek water supply increased $3.5 million, primarily from the acquisition of 378 acre-feet of ditch water in the Henrylyn Irrigation District and 220 acre-feet of groundwater rights in the Lost Creek Designated Basin.

The Company, the Rangeview Metropolitan District (“Rangeview District”) and the State Land Board filed a Water Court Application on December 31, 2020 seeking: (1) to adjudicate 1,635 acre feet of water from the Box Elder Creek Alluvial aquifer (a new water right), (2) consolidate and enlarge certain reservoirs on the Lowry Ranch, (3) approve new places of use for existing water rights, (4) approve new places of storage for certain water rights, and (5) approve a new alternate diversion point for certain existing water rights. On February 7, 2025, the Water Court denied our new water right application of 1,635 acre feet of Box Elder Creek Alluvial aquifer water, as well as the consolidation and enlargement of certain reservoirs on the Lowry Ranch. Neither of these rulings impacted our existing water rights or existing reservoir storage sites. The Court sought additional information from the Company and opposing parties regarding the three claims which remain outstanding before continuing the trial. The Company has provided the additional information and is working with opposing parties to reach a settlement agreement.

Construction in Progress

The construction in progress account represents costs incurred on various construction projects currently underway that as of the balance sheet date have not been completed and placed into service. The construction in progress account consists primarily of costs incurred relating to water facilities and Sky Ranch infrastructure being constructed, which Pure Cycle anticipates will be placed in service during the next 12 months. During the three and nine months ended May 31, 2025, the Company incurred $0.7 million and $1.9 million of costs related to construction in Sky Ranch and water and wastewater construction projects. The Company capitalized less than $0.1 million and $2.5 million of costs as projects were completed and placed into service during the three and nine months ended May 31, 2025.

Single-Family Rental Homes

As of May 31, 2025, Pure Cycle has 14 single-family detached homes rented under separate lease agreements. Pure Cycle has begun construction on 17 additional rental homes in Phase 2B, all of which the Company believes will be available for rent in fiscal 2026. As of May 31, 2025, the Company had reserved 84 lots in Phases 2B, 2C and 2D of Sky Ranch for future rental units. When combined with the 14 units already built and rented, these additions will bring the total single-family rentals to 98. The Company expects to take approximately three more years to build and rent these units. Based on these projections, the Company believes this could become a reportable operating segment in the future once its operations become material.

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DEBT AND OTHER LONG-TERM OBLIGATIONS

9 Months Ended

May 31, 2025

DEBT AND OTHER LONG-TERM OBLIGATIONS

DEBT AND OTHER LONG-TERM OBLIGATIONS

NOTE 6 – DEBT AND OTHER LONG-TERM OBLIGATIONS

As of May 31, 2025, the outstanding principal and deferred financing costs of the Company’s loans are as follows:

(In thousands)	May 31, 2025
Single-Family Rental Home Note Payable	$	3,908
Lost Creek Note Payable		3,000
Total outstanding principal		6,908
Deferred financing costs		(50)
Less current maturities, net of current deferred financing costs		(346)
Debt, less current portion	$	6,512

As of May 31, 2025, the scheduled maturities (i.e., principal payments) of the Company’s loans are as follows:

(In thousands)	Scheduled principal payments
Within 1 year	$	387
Year 2		1,357
Year 3		318
Year 4		3,137
Year 5		302
Thereafter		1,407
Total principal payments		6,908
Deferred financing costs		(50)
Total principal payments, net	$	6,858

SFR Note 1

On November 29, 2021, PCY Holdings, LLC, a wholly owned subsidiary of the Company, entered a Promissory Note (“SFR Note 1”) with its primary bank to reimburse amounts expended for the construction of the first three single-family rental units. The SFR Note 1 has the following terms:

● Initial principal amount of $1.0 million

● Floating per annum interest rate equal to the Western Edition of the “Wall Street Journal” Prime Rate plus 0.5%, which has a floor of 3.75% and a ceiling of 4.25% (4.25% as of May 31, 2025). In the event of default, the interest rate on the SFR Note would be increased by adding an additional 2.0%

● Maturity date of December 1, 2026

● Fifty-three principal and interest payments each month which began July 1, 2022, in the amount of $4,600 each and increased to $5,000 each on November 1, 2024

● Estimated final principal and interest balloon payment of $0.9 million payable on December 1, 2026

● Secured by three single-family rental homes

● Required minimum debt service coverage ratio of 1.10, measured annually based on audited financial statements (which the Company satisfied as of August 31, 2024), calculated as net operating income less distributions divided by required principal and interest payments, with net operating income defined as net income plus interest, depreciation, and amortization.

SFR Note 2

On August 30, 2023, PCY Holdings, LLC, a wholly owned subsidiary of the Company, entered a Promissory Note (“SFR Note 2”) with its primary bank to reimburse amounts expended for the construction of the next 11 single-family rental homes. The SFR Note 2 has the following terms:

● Initial principal amount of $3.0 million

● An interest rate of 7.51%. In the event of default, the interest rate on the SFR Note 2 would be increased by adding an additional 5.0%

● Maturity date of August 30, 2028

● Fifty-nine principal and interest payments each month beginning September 30, 2023, in the amount of $21,200 each

● Estimated final principal and interest balloon payment of $2.9 million payable on August 30, 2028

● Secured by 11 single-family rental homes

● Required minimum EBITDA of $3.0 million, measured annually at each fiscal year end (which the Company satisfied as of August 31, 2024).

Lost Creek Note

On June 28, 2022, the Company entered a loan with its primary bank to fund the acquisition of 370 acre-feet of water rights the Company acquired on June 27, 2022, in the Lost Creek Designated Groundwater Basin area of Colorado (the “Lost Creek Note”). The Lost Creek Note has an original principal balance of $3.0 million, a ten-year maturity, monthly interest only payments averaging $12,000 per month

for thirty-six months which began on July 28, 2022, twenty-four monthly principal and interest payments of $42,000 beginning on July 28, 2025, fifty-nine monthly principal and interest payments of $32,000 beginning on July 28, 2027, and a balloon payment of less than $0.8 million plus unpaid and accrued interest due on June 28, 2032. The Lost Creek Note has a thirty-year amortization period and a fixed per annum interest rate equal to 4.90%. The Lost Creek Note is secured by the Lost Creek Water rights acquired with the note and any fees derived from the use of the Lost Creek Water rights. The Lost Creek Note does not contain any financial covenants.

Working Capital Line of Credit

On January 31, 2024, the Company entered a Business Loan Agreement (“Working Capital LOC”) with its primary bank to provide a $5.0 million operating line of credit. The Working Capital LOC has a two-year maturity, monthly interest only payments if the line is drawn upon with unpaid principal and interest due at maturity, and a floating per annum interest rate equal to the Wall Street Journal Prime Rate (7.5% as of May 31, 2025), which has a floor of 5.00%. In the event of default, the interest rate on the Working Capital LOC would be increased by an additional 2.0%. As of May 31, 2025, the Company has not drawn on the Working Capital LOC.

Letters of Credit

At May 31, 2025, the Company had 11 Irrevocable Letters of Credit (“LOCs”) outstanding. The LOCs are to guarantee the Company’s performance related to certain construction projects at Sky Ranch relating to the delivery of finished lots and as collateral for payment obligations outlined in the construction contract for certain single-family rental homes in Phase 2B. The Company has the intent and ability to perform on the contracts, after which, the LOC’s will expire at various dates from November 2025 through June 2026. As of May 31, 2025, the LOCs totaled $6 million, which are secured by cash balances maintained in restricted cash accounts at the Company’s bank, renew annually at various dates and have a 1% annual fee.

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EMPLOYEE STOCK PLANS

9 Months Ended

May 31, 2025

EMPLOYEE STOCK PLANS

EMPLOYEE STOCK PLANS

NOTE 7 – EMPLOYEE STOCK PLANS

The Company reserved 2.0 million shares of common stock for issuance to employees and directors pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 Equity Plan”). As of May 31, 2025, there were 1,973,796 shares available for grant under the 2024 Equity Plan. Prior to the effective date of the 2024 Equity Plan, the Company granted options and stock awards to eligible participants under its 2014 Equity Plan (the “2014 Equity Plan”), which expired on April 12, 2024.

The following table summarizes the combined stock option activity for the 2014 Equity Plan and 2024 Equity Plan for the periods noted:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Approximate Aggregate Intrinsic Value (in thousands)
Outstanding at August 31, 2024	524,500	$	9.42	4.7	$	877
Granted	—		—
Net settlement exercised	(35,000)		7.89
Forfeited / Expired	—		—
Outstanding at May 31, 2025	489,500	$	9.52	4.0	$	769
Options exercisable at May 31, 2025	472,500	$	9.54	4.0	$	741
Outstanding at August 31, 2023	563,000	$	9.15	5.5	$	1,221
Granted	—		—
Net settlement exercised	(32,000)		5.66
Forfeited / Expired	—		—
Outstanding at May 31, 2024	531,000	$	9.36	4.9	$	472

During the nine months ended May 31, 2025 and 2024, the Company had net settlement exercises of stock options, whereby the optionee did not pay cash for the options exercised but instead received the number of shares equal to the difference between the exercise price and the market price on the date of exercise. During the three months ended May 31, 2025 and 2024, there were no net settlement exercises. During the nine months ended May 31, 2025, net settlement exercises resulted in 13,815 shares being issued and 21,185 options being cancelled in settlement of the shares issued. During the nine months ended May 31, 2024, net settlement exercises resulted in 13,978 shares being issued and 18,022 options being cancelled in settlement of the shares issued.

The following table summarizes the activity and value of non-vested options under the 2014 Equity Plan and 2024 Equity Plan for the periods presented:

	Number of Options	Weighted Average Grant Date Fair Value
Non-vested options outstanding at August 31, 2024	59,000	$	4.45
Granted	—		—
Vested	(42,000)		4.66
Forfeited / Expired	—		—
Non-vested options outstanding at May 31, 2025	17,000	$	3.93
Non-vested options outstanding at August 31, 2023	111,000	$	4.43
Granted	—		—
Vested	(52,000)		4.41
Forfeited	—		—
Non-vested options outstanding at May 31, 2024	59,000	$	4.45

All non-vested options are expected to vest.

On January 15, 2025, the Company’s six non-employee Board members were each granted 2,566 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $11.69. There is no vesting requirement for the unrestricted stock grants.

On September 18, 2024, the Company issued certain employees 8,000 shares of restricted stock. These shares vested 20% at the September 18, 2024 grant date, and 20% will vest on each anniversary of the grant date for four years subject to continued employment. On September 18, 2024, the Company also issued an employee 1,200 shares of restricted stock.  These shares vest 1/3 at the September 18, 2024 grant date, and 1/3 will vest on each anniversary of the grant date for two years subject to continued employment. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.

On May 22, 2024, the Company issued a non-employee Board member 1,608 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $9.33. There is no vesting requirement for the unrestricted stock grants.

On January 17, 2024, the Company’s six non-employee Board members were each granted 3,006 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $9.98. There is no vesting requirement for the unrestricted stock grants.

On September 19, 2023, the Company issued certain employees 8,000 shares of restricted stock. These shares vested 20% at the September 19, 2023 grant date, and 20% vest each anniversary of the grant date for four years. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.

For the three and nine months ended May 31, 2025, the Company recognized less than $0.1 million and $0.3 million of stock-based compensation expense. For the three and nine months ended May 31, 2024, the Company recognized $0.2 million and $0.3 million of stock-based compensation expense.

At May 31, 2025, the Company had unrecognized compensation expenses totaling $0.1 million relating to non-vested options and restricted stock that are expected to vest. The weighted-average period over which these options and shares of restricted stock are expected to vest is approximately two years.

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RELATED PARTY TRANSACTIONS

9 Months Ended

May 31, 2025

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

The Rangeview Metropolitan District

The Rangeview District and the Company’s agreements with the Rangeview District are described in greater detail in Note 15 to the 2024 Annual Report.

The Rangeview District and the Company have entered into two loan agreements. In 1995, the Company extended a loan to the Rangeview District for borrowings of up to $0.3 million, which is unsecured, and bears interest based on the prevailing prime rate plus 2% (9.5% at May 31, 2025). The maturity date of the loan is December 31, 2025, at which time it automatically renews through December 31, 2026. 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 2014 Amended and Restated Lease Agreement among the Rangeview District, the Company, and the State Board of Land Commissioners remains in effect. At May 31, 2025, balance in notes receivable - related parties, other totaled $1.2 million, which included borrowings of $1.2 million and accrued interest of less than $0.1 million. As of August 31, 2024, the principal and interest on both loan agreements totaled $1.2 million, which included $1.2 million of borrowings and less than $0.1 million of accrued interest. During the three and nine months ended May 31, 2025, the Company received interest and principal payments totaling $0 and $0.1 million from the Rangeview District. During the three and nine months ended May 31, 2024, the Company received interest and principal payments totaling $0 and $0.1 million from the Rangeview District.

Additionally, the Company provides funding to the Rangeview District for the Rangeview District’s participation in the “Wise Partnership.” The WISE Partnership and capitalized terms related to WISE not defined herein are defined in Note 8 to the 2024 Annual Report. During the three months ended May 31, 2025 and 2024, the Company, through the Rangeview District, received 28 and 32 acre-feet of WISE water, paying $0.1 million and $0.1 million for this water. During the nine months ended May 31, 2025 and 2024, the Company, through the Rangeview District, received metered water deliveries of 58 acre-feet and 98 acre-feet of WISE water, paying $0.1 million and $0.3 million for this water. The cost of WISE 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, 2025, WISE water was approximately $7.23 per thousand gallons and such rate will remain in effect through calendar 2025.

Sky Ranch Community Authority Board

The Sky Ranch CAB and the Company’s agreements with the Sky Ranch CAB are described in greater detail in Note 15 to the 2024 Annual Report.

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 Sky Ranch. The Sky Ranch CAB was formed 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. For the public improvements to be constructed and/or acquired, it is necessary for each Sky 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. To fund these improvements, the Company and the Sky Ranch CAB entered into various funding agreements obligating the Company to advance funds to the Sky Ranch CAB for specified public improvements constructed starting in 2018. All amounts owed under the agreements bear interest at a rate of 6% per annum. Any advances not paid or reimbursed by the Sky Ranch CAB by December 31, 2058, for the first phase and December 31, 2060 for the second phase shall be deemed forever discharged and satisfied in full.  The Company has received cumulative, project-to-date payments of $47.7 million from the Sky Ranch CAB for payments on the note receivable including both principal and interest payments.

As of May 31, 2025, the balance of the Company’s advances to the Sky Ranch CAB for improvements, including interest, net of reimbursements from the Sky Ranch CAB total $40.6 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 that have been certified by an independent third-party. The Company anticipates providing additional funding of approximately $5.2 million for construction of public improvements to the Sky Ranch CAB during the remainder of fiscal 2025 related to Phase 2B, Phase 2C, Phase 2D and Phase 2E of the Sky Ranch development.  Payments from Sky Ranch CAB are made based on available cashflow from operations or from proceeds from the issuance of bonds.

In fiscal 2022, through a competitive bidding process, the Sky Ranch CAB awarded the Company a contract to construct fencing around Phase 2A of the Sky Ranch Master Planned Community. The contracted bid price is $0.4 million, which is being recognized as revenue as the construction of the fence progresses. Through the same process, the Sky Ranch CAB awarded the Company in fiscal 2024, a contract to construct fencing around Phase 2B of the Sky Ranch Master Planned Community.  The contracted bid price is $0.2 million, which is being recognized as revenue as the construction of the fence progresses.  During the three months ended May 31, 2025 and 2024, the Company recognized $0 of revenue related to these contracts. During the nine months ended May 31, 2025 and 2024, the Company recognized $0.1 and less than $0.1 million of revenue related to these contracts.  

Nelson Pipeline Constructors LLC

Through a competitive bidding process, the Sky Ranch CAB awarded Nelson Pipeline Constructors, LLC (“Nelson”), a contract to construct the wet utility pipelines in Phase 2A of Sky Ranch. During the three months ended May 31, 2025 and 2024, the Sky Ranch CAB paid Nelson $0 related to this contract. During the nine months ended May 31, 2025 and 2024, the Sky Ranch CAB paid Nelson $0 and $0.1 million related to this contract. Nelson is majority owned by the chair of the Company’s Board of Directors.

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SIGNIFICANT CUSTOMERS

9 Months Ended

May 31, 2025

SIGNIFICANT CUSTOMERS.

SIGNIFICANT CUSTOMERS

NOTE 9 – SIGNIFICANT CUSTOMERS

The Company has significant customers in its operations. The tables below present the percentage of total revenue for the reported customers for the nine months ended May 31, 2025 and 2024. For water and wastewater customers, the Company provides services on behalf of the Rangeview District, for which the significant end users include Sky Ranch CAB and two oil & gas operators. The home builders at Sky Ranch account for lot purchase revenue but also for water and wastewater tap fee revenues.

	Nine Months Ended
% of Total Revenue Generated From:	May 31, 2025		May 31, 2024
KB Home	20	%	12	%
Lennar	21	%	24	%
Melody (DR Horton)	12	%	6	%
Two oil & gas operators	6	%	30	%
Challenger	7	%	10	%
Sky Ranch CAB	8	%	7	%

As of May 31, 2025, 77% of the reported trade accounts receivable balance, excluding oil and gas royalty receivable, is owed to Pure Cycle by the Rangeview District for tap fees, water usage and wastewater treatment fees.

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ACCRUED LIABILITIES

9 Months Ended

May 31, 2025

ACCRUED LIABILITIES.

ACCRUED LIABILITIES

NOTE 10 – ACCRUED LIABILITIES

(In thousands)	May 31, 2025			August 31, 2024
Accrued compensation	$	999		$	1,045
Other operating payables		409			147
Property taxes		346			206
Operating lease obligation, current		11			73
Professional fees		500	(a)		5
Rental deposits		38			38
Total accrued liabilities	$	2,303		$	1,514
Land development costs due to the Sky Ranch CAB	$	621		$	1,556
Due to Rangeview Metropolitan District		290			652
Total accrued liabilities - related parties	$	911		$	2,208

(a) As of May 31, 2025, the Company has accrued an estimated $0.5 million in legal expenses associated with expenses relating to the water court’s ruling in February 2025 and potential settlement negotiations regarding its remaining three claims.  

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SEGMENT INFORMATION

9 Months Ended

May 31, 2025

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 11 – SEGMENT INFORMATION

The Company reports two operating segments which meet segment disclosure requirements, the water and wastewater resource development segment and the land development segment. The single-family rentals, although not currently material to operations and not a required segment disclosure, is presented within the operating segment information below for informational purposes.

The water and wastewater resource development segment includes providing water and wastewater services to customers. The Company delivers these services by using water rights owned or controlled by the Company and developing, operating, and maintaining infrastructure to divert, treat and distribute that water and collect, treat and reuse reclaimed wastewater. The land development segment includes all activities necessary to develop and sell finished lots, which for the three and nine months ended May 31, 2025 and 2024, was done exclusively at the Company’s Sky Ranch Master Planned Community. The single-family rental business includes the monthly rental fees received from the renters under the non-cancelable annual leases.

The tables below present the measure of profit and assets used to assess the performance of the two required segments and the single-family rentals that the Company believes will become a segment for the periods presented:

	Three Months Ended May 31, 2025
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	2,345	$	2,664	$	131	$	5,140
Cost of revenue		891		543		40		1,474
Depreciation and depletion		409		—		—		409
Total cost of revenue		1,300		543		40		1,883
Segment profit	$	1,045	$	2,121	$	91	$	3,257
	Three Months Ended May 31, 2024
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	2,465	$	5,016	$	123	$	7,604
Cost of revenue		911		1,346		71		2,328
Depreciation and depletion		410		—		—		410
Total cost of revenue		1,321		1,346		71		2,738
Segment profit	$	1,144	$	3,670	$	52	$	4,866

	Nine Months Ended May 31, 2025
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	8,026	$	6,488	$	373	$	14,887
Cost of revenue		2,636		2,420		133		5,189
Depreciation and depletion		1,248		—		—		1,248
Total cost of revenue		3,884		2,420		133		6,437
Segment (loss) profit	$	4,142	$	4,068	$	240	$	8,450
	Nine Months Ended May 31, 2024
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	7,562	$	8,268	$	357	$	16,187
Cost of revenue		2,547		2,362		161		5,070
Depreciation and depletion		1,132		—		—		1,132
Total cost of revenue		3,679		2,362		161		6,202
Segment profit	$	3,883	$	5,906	$	196	$	9,985

The following table summarizes the Company’s total assets by segment. The assets consist of water rights and water and wastewater systems in the Company’s water and wastewater resource development segment; land, land development costs and deposits in the Company’s land development segment; and the cost of the homes in the single-family rental segment. The Company’s other assets (Corporate) primarily consist of cash, short term investments, restricted cash, equipment, and related party notes receivable.

(In thousands)	May 31, 2025		August 31, 2024
Water and wastewater resource development	$	68,588	$	64,616
Land development		11,497		8,521
Single-family rental		5,272		5,371
Corporate		66,382		68,846
Total assets	$	151,739	$	147,354

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EARNINGS PER SHARE

9 Months Ended

May 31, 2025

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 12 – EARNINGS PER SHARE

Earnings per share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted-average shares of common stock outstanding during the period. Certain outstanding options are excluded from the diluted EPS calculation because they are anti-dilutive (i.e., their assumed conversion into common stock would increase rather than decrease EPS). For the three months ended May 31, 2025 and 2024, the Company excluded 421,988 options and 475,130 options because their impact was anti-dilutive. For the nine months ended May 31, 2025 and 2024, the Company excluded 399,762 options and 470,217 options because their impact was anti-dilutive.

	Three Months Ended				Nine Months Ended
(In thousands, except share and per share amounts)	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
Net income	$	2,256	$	2,825	$	7,002	$	5,008
Basic weighted average common shares		24,076,022		24,087,170		24,077,188		24,085,578
Effect of dilutive securities		67,512		55,869		89,738		60,783
Weighted average shares applicable to diluted earnings per share		24,143,534		24,143,039		24,166,926		24,146,361
Earnings per share - basic	$	0.09	$	0.12	$	0.29	$	0.21
Earnings per share - diluted	$	0.09	$	0.12	$	0.29	$	0.21

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INCOME TAXES

9 Months Ended

May 31, 2025

INCOME TAXES

INCOME TAXES

NOTE 13 – INCOME TAXES

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items. As of May 31, 2025, the Company is estimating an annual effective tax rate of approximately 25%. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to various factors.

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year considering any items requiring discrete recognition.

The effective income tax rate for the three and nine months ended May 31, 2025, was impacted by adjustments related to reconciling items between the Company’s books and tax returns.

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SUBSEQUENT EVENTS

9 Months Ended

May 31, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, as of the date of enactment, and during the three months ended August 31, 2025, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA. The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Form 10-K for the year ended August 31, 2025.

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PRESENTATION OF INTERIM INFORMATION (Policies)

9 Months Ended

May 31, 2025

PRESENTATION OF INTERIM INFORMATION

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Pure Cycle Corporation (the “Company” or “Pure Cycle”) and include all adjustments that are of a normal recurring nature and are in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company as of and for the three and nine months ended May 31, 2025 and 2024. The August 31, 2024 balance sheet was derived from the Company’s audited consolidated financial statements.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested the accompanying consolidated financial statements and notes be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2024 (“2024 Annual Report”) filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2024. The results of operations for interim periods presented are not necessarily indicative of the operating results expected for the full fiscal year.

Use Of Estimates

Use of Estimates

The preparation of financial statements in conformity with 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, dollar amount of reimbursable costs and collectability of reimbursable costs, costs of revenue for lot sales, share-based compensation, certain accrued liabilities, and the useful lives and recoverability of long-lived assets. Actual results could differ from those estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for the Company for annual periods beginning September 1, 2024, and interim periods beginning September 1, 2025. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statement disclosures.

In December 2023, FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company for annual periods beginning September 1, 2025. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” ("ASU 2024-03"), which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for the Company for annual periods beginning September 1, 2027. The Company is currently evaluating the impact ASU 2024-03 will have on its financial statement disclosures.

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.

Reclassifications

Reclassifications

The Company has reclassified certain prior year information to conform to the current year presentation.

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REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD (Tables)

9 Months Ended

May 31, 2025

REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD

Summary of activity and balances associated with note receivable

The following table summarizes the activity and balances associated with the note receivable from the Sky Ranch CAB:

	Three Months Ended
	May 31, 2025		May 31, 2024
Beginning balance	$	38,005	$	28,915
Additions		3,395		4,626
Payments received		(800)		—
Ending balance	$	40,600	$	33,541
	Nine Months Ended
	May 31, 2025		May 31, 2024
Beginning balance	$	40,964	$	24,999
Additions		11,058		8,828
Payments received		(11,422)		(286)
Ending balance	$	40,600	$	33,541

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REVENUES, FEES AND OTHER INCOME ITEMS (Tables)

9 Months Ended

May 31, 2025

REVENUES, FEES AND OTHER INCOME ITEMS

Deferred Revenue and Changes in Deferred Revenue

Changes and balances of the Company’s deferred revenue accounts by segment are as follows:

	Three Months Ended May 31, 2025
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at February 28, 2025	$	-	$	2,048	$	2,048
Revenue recognized		(11)		(3,540)		(3,551)
Revenue deferred		13		2,476		2,489
Balance at May 31, 2025	$	2	$	984	$	986
	Three Months Ended May 31, 2024
	Water and Wastewater Resource Development		Land Development		Total
Balance at February 29, 2024	$	31	$	2,605	$	2,636
Revenue recognized		(18)		(4,881)		(4,899)
Revenue deferred		-		3,824		3,824
Balance at May 31, 2024	$	13	$	1,548	$	1,561
	Nine Months Ended May 31, 2025
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at August 31, 2024	$	-	$	2,173	$	2,173
Revenue recognized		(11)		(6,027)		(6,038)
Revenue deferred		13		4,838		4,851
Balance at May 31, 2025	$	2	$	984	$	986
	Nine Months Ended May 31, 2024
(In thousands)	Water and Wastewater Resource Development		Land Development		Total
Balance at August 31, 2023	$	69	$	1,661	$	1,730
Revenue recognized		(164)		(8,058)		(8,222)
Revenue deferred		108		7,945		8,053
Balance at May 31, 2024	$	13	$	1,548	$	1,561

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WATER, LAND AND OTHER FIXED ASSETS (Tables)

9 Months Ended

May 31, 2025

WATER, LAND AND OTHER FIXED ASSETS

Investments in Water and Water Systems

The Company’s Investments in water and water systems consist of the following costs and accumulated depreciation and depletion:

	May 31, 2025				August 31, 2024
			Accumulated				Accumulated
			Depreciation				Depreciation
(In thousands)	Costs		and Depletion		Costs		and Depletion
Rangeview water system	$	31,695	$	(5,644)	$	23,381	$	(3,579)
Rangeview water supply		16,198		(21)		15,889		(20)
Water supply – Other		1,300		(1,136)		7,588		(2,307)
Sky Ranch water rights and other costs		7,690		(1,661)		7,764		(1,641)
Sky Ranch pipeline		5,740		(1,510)		5,740		(1,366)
Lost Creek water supply		10,812		—		7,357		—
Fairgrounds water and water system		2,900		(1,657)		2,900		(1,591)
Wild Pointe service rights		1,632		(1,384)		1,632		(1,261)
Totals		77,967		(13,013)		72,251		(11,765)
Net investments in water and water systems	$	64,954			$	60,486

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DEBT AND OTHER LONG-TERM OBLIGATIONS (Tables)

9 Months Ended

May 31, 2025

DEBT AND OTHER LONG-TERM OBLIGATIONS

Schedule of long-term debt

As of May 31, 2025, the outstanding principal and deferred financing costs of the Company’s loans are as follows:

(In thousands)	May 31, 2025
Single-Family Rental Home Note Payable	$	3,908
Lost Creek Note Payable		3,000
Total outstanding principal		6,908
Deferred financing costs		(50)
Less current maturities, net of current deferred financing costs		(346)
Debt, less current portion	$	6,512

Schedule of maturities of notes payable

As of May 31, 2025, the scheduled maturities (i.e., principal payments) of the Company’s loans are as follows:

(In thousands)	Scheduled principal payments
Within 1 year	$	387
Year 2		1,357
Year 3		318
Year 4		3,137
Year 5		302
Thereafter		1,407
Total principal payments		6,908
Deferred financing costs		(50)
Total principal payments, net	$	6,858

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EMPLOYEE STOCK PLANS (Tables)

9 Months Ended

May 31, 2025

EMPLOYEE STOCK PLANS

Stock Option Activity

The following table summarizes the combined stock option activity for the 2014 Equity Plan and 2024 Equity Plan for the periods noted:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Approximate Aggregate Intrinsic Value (in thousands)
Outstanding at August 31, 2024	524,500	$	9.42	4.7	$	877
Granted	—		—
Net settlement exercised	(35,000)		7.89
Forfeited / Expired	—		—
Outstanding at May 31, 2025	489,500	$	9.52	4.0	$	769
Options exercisable at May 31, 2025	472,500	$	9.54	4.0	$	741
Outstanding at August 31, 2023	563,000	$	9.15	5.5	$	1,221
Granted	—		—
Net settlement exercised	(32,000)		5.66
Forfeited / Expired	—		—
Outstanding at May 31, 2024	531,000	$	9.36	4.9	$	472

Non-Vested Options

The following table summarizes the activity and value of non-vested options under the 2014 Equity Plan and 2024 Equity Plan for the periods presented:

	Number of Options	Weighted Average Grant Date Fair Value
Non-vested options outstanding at August 31, 2024	59,000	$	4.45
Granted	—		—
Vested	(42,000)		4.66
Forfeited / Expired	—		—
Non-vested options outstanding at May 31, 2025	17,000	$	3.93
Non-vested options outstanding at August 31, 2023	111,000	$	4.43
Granted	—		—
Vested	(52,000)		4.41
Forfeited	—		—
Non-vested options outstanding at May 31, 2024	59,000	$	4.45

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SIGNIFICANT CUSTOMERS (Tables)

9 Months Ended

May 31, 2025

SIGNIFICANT CUSTOMERS.

Significant Customers

The tables below present the percentage of total revenue for the reported customers for the nine months ended May 31, 2025 and 2024.

	Nine Months Ended
% of Total Revenue Generated From:	May 31, 2025		May 31, 2024
KB Home	20	%	12	%
Lennar	21	%	24	%
Melody (DR Horton)	12	%	6	%
Two oil & gas operators	6	%	30	%
Challenger	7	%	10	%
Sky Ranch CAB	8	%	7	%

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ACCRUED LIABILITIES (Tables)

9 Months Ended

May 31, 2025

ACCRUED LIABILITIES.

Accrued Liabilities

(In thousands)	May 31, 2025			August 31, 2024
Accrued compensation	$	999		$	1,045
Other operating payables		409			147
Property taxes		346			206
Operating lease obligation, current		11			73
Professional fees		500	(a)		5
Rental deposits		38			38
Total accrued liabilities	$	2,303		$	1,514
Land development costs due to the Sky Ranch CAB	$	621		$	1,556
Due to Rangeview Metropolitan District		290			652
Total accrued liabilities - related parties	$	911		$	2,208

(a) As of May 31, 2025, the Company has accrued an estimated $0.5 million in legal expenses associated with expenses relating to the water court’s ruling in February 2025 and potential settlement negotiations regarding its remaining three claims.  

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SEGMENT INFORMATION (Tables)

9 Months Ended

May 31, 2025

SEGMENT INFORMATION

Segment Reporting

The tables below present the measure of profit and assets used to assess the performance of the two required segments and the single-family rentals that the Company believes will become a segment for the periods presented:

	Three Months Ended May 31, 2025
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	2,345	$	2,664	$	131	$	5,140
Cost of revenue		891		543		40		1,474
Depreciation and depletion		409		—		—		409
Total cost of revenue		1,300		543		40		1,883
Segment profit	$	1,045	$	2,121	$	91	$	3,257
	Three Months Ended May 31, 2024
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	2,465	$	5,016	$	123	$	7,604
Cost of revenue		911		1,346		71		2,328
Depreciation and depletion		410		—		—		410
Total cost of revenue		1,321		1,346		71		2,738
Segment profit	$	1,144	$	3,670	$	52	$	4,866

	Nine Months Ended May 31, 2025
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	8,026	$	6,488	$	373	$	14,887
Cost of revenue		2,636		2,420		133		5,189
Depreciation and depletion		1,248		—		—		1,248
Total cost of revenue		3,884		2,420		133		6,437
Segment (loss) profit	$	4,142	$	4,068	$	240	$	8,450
	Nine Months Ended May 31, 2024
(In thousands)	Water and wastewater resource development		Land development		Single-family rental		Total
Total revenue	$	7,562	$	8,268	$	357	$	16,187
Cost of revenue		2,547		2,362		161		5,070
Depreciation and depletion		1,132		—		—		1,132
Total cost of revenue		3,679		2,362		161		6,202
Segment profit	$	3,883	$	5,906	$	196	$	9,985

The following table summarizes the Company’s total assets by segment.

(In thousands)	May 31, 2025		August 31, 2024
Water and wastewater resource development	$	68,588	$	64,616
Land development		11,497		8,521
Single-family rental		5,272		5,371
Corporate		66,382		68,846
Total assets	$	151,739	$	147,354

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EARNINGS PER SHARE (Tables)

9 Months Ended

May 31, 2025

EARNINGS PER SHARE

Earnings Per Share

	Three Months Ended				Nine Months Ended
(In thousands, except share and per share amounts)	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
Net income	$	2,256	$	2,825	$	7,002	$	5,008
Basic weighted average common shares		24,076,022		24,087,170		24,077,188		24,085,578
Effect of dilutive securities		67,512		55,869		89,738		60,783
Weighted average shares applicable to diluted earnings per share		24,143,534		24,143,039		24,166,926		24,146,361
Earnings per share - basic	$	0.09	$	0.12	$	0.29	$	0.21
Earnings per share - diluted	$	0.09	$	0.12	$	0.29	$	0.21

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REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD (Details) - Related Party - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2025	May 31, 2024	May 31, 2025	May 31, 2024
Related Party Transaction [Line Items]
Interest income	$ 417	$ 217	$ 1,223	$ 1,156
Sky Ranch CAB
Related Party Transaction [Line Items]
Reimbursable public improvement costs	2,900	4,100	9,400	7,600
Project Management Fees Receivable, Related Party	100		500	400
Interest income	400	200	1,200	1,200
Proceeds from Interest Received	$ 800	0	$ 11,400	$ 300
Interest rate			6.00%
Sky Ranch CAB | Maximum [Member]
Related Party Transaction [Line Items]
Project Management Fees Receivable, Related Party		$ 200

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REIMBURSABLE PUBLIC IMPROVEMENTS AND NOTE RECEIVABLE FROM THE SKY RANCH COMMUNITY AUTHORITY BOARD - Note Receivable (Details) - Related Party - Sky Ranch CAB - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2025	May 31, 2024	May 31, 2025	May 31, 2024
Related Party Transaction [Line Items]
Beginning balance	$ 38,005	$ 28,915	$ 40,964	$ 24,999
Additions	3,395	4,626	11,058	8,828
Payments received	(800)		(11,422)	(286)
Ending balance	$ 40,600	$ 33,541	$ 40,600	$ 33,541

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REVENUES, FEES AND OTHER INCOME ITEMS (Details) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2025 USD ($) item home	May 31, 2024 USD ($) item	May 31, 2025 USD ($) item segment home	May 31, 2024 USD ($) item
Revenue Recognition and Reimbursable Costs
Number of revenue generating segments | segment			3
Revenues | $	$ 5,140	$ 7,604	$ 14,887	$ 16,187
Cost of water and land portions of asset acquisition | $	0
Lot sales
Revenue Recognition and Reimbursable Costs
Revenues | $	2,526	4,795	5,981	7,906
Water and wastewater tap fees
Revenue Recognition and Reimbursable Costs
Revenues | $	$ 1,700	$ 581	$ 5,292	$ 1,162
Water Tap Fees
Revenue Recognition and Reimbursable Costs
Number of water and wastewater taps sold	40	20	130	35
Revenues | $	$ 1,400	$ 500	$ 4,300	$ 900
Wastewater Tap Fees
Revenue Recognition and Reimbursable Costs
Number of water and wastewater taps sold	40	18	127	33
Revenues | $	$ 300	$ 100	$ 1,000	$ 200
Metered water usage and wastewater treatment fees
Revenue Recognition and Reimbursable Costs
Number of water and wastewater taps sold	76	394	442	1,422
Revenues | $	$ 400	$ 1,700	$ 2,100	$ 5,800
Project Management Fees - Recognized [Member]
Revenue Recognition and Reimbursable Costs
Revenues | $	138	221	507	362
Single Family Rentals
Revenue Recognition and Reimbursable Costs
Revenues | $	$ 131	123	$ 373	357
Number of additional rental homes constructed | home	17		17
Number of rental units built and rented | home			14
Lessor, Operating Lease, Existence of Option to Terminate [true false]			false
Lessor, Operating Lease, Term of Contract	1 year		1 year
Number of lots | home			98
Expected delivery period for lots sold			3 years
Phase 1 Development
Revenue Recognition and Reimbursable Costs
Number of lots			509
Phase 2 Development
Revenue Recognition and Reimbursable Costs
Number of lots			1,032
Number of sub-phases for second phase of development of Sky Ranch			5
Phase 2A
Revenue Recognition and Reimbursable Costs
Number of lots to be constructed in a subphase			229
Completion Of Sub Phase	100.00%		100.00%
Phase 2B
Revenue Recognition and Reimbursable Costs
Number of lots to be constructed in a subphase			211
Completion Of Sub Phase	96.00%		96.00%
Phase 2C
Revenue Recognition and Reimbursable Costs
Number of lots to be constructed in a subphase			228
Completion Of Sub Phase	68.00%		68.00%
Expected delivery period for lots sold			3 months
Phase 2D
Revenue Recognition and Reimbursable Costs
Number of lots			218
Completion Of Sub Phase	29.00%		29.00%
Expected delivery period for lots sold			15 months
Phase 2E
Revenue Recognition and Reimbursable Costs
Number of lots			146
Expected delivery period for lots sold			18 months 30 days
Related Party | Sky Ranch CAB | Single Family Rentals
Revenue Recognition and Reimbursable Costs
Number of lots reserved for single family rental units			84
Related Party | Sky Ranch CAB | Special Facility Projects and Other Revenue
Revenue Recognition and Reimbursable Costs
Special facility projects and other revenue from related parties | $	$ 200	$ 200	$ 600	$ 600

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REVENUES, FEES AND OTHER INCOME ITEMS - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2025	May 31, 2024	May 31, 2025	May 31, 2024
Deferred Revenue
Balance	$ 2,048	$ 2,636	$ 2,173	$ 1,730
Revenue recognized	(3,551)	(4,899)	(6,038)	(8,222)
Revenue deferred	2,489	3,824	4,851	8,053
Balance	986	1,561	986	1,561
Water and Wastewater Resource Development Segment
Deferred Revenue
Balance		31		69
Revenue recognized	(11)	(18)	(11)	(164)
Revenue deferred	13		13	108
Balance	2	13	2	13
Land Development Segment
Deferred Revenue
Balance	2,048	2,605	2,173	1,661
Revenue recognized	(3,540)	(4,881)	(6,027)	(8,058)
Revenue deferred	2,476	3,824	4,838	7,945
Balance	$ 984	$ 1,548	$ 984	$ 1,548

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FAIR VALUE MEASUREMENTS (Details) - item	May 31, 2025	Aug. 31, 2024
Fair Value, Recurring [Member]
Fair Value Measurements [Abstract]
Number of assets	0	0
Number of liabilities	0	0
Significant Unobservable Inputs (Level 3) | Fair Value, Nonrecurring [Member]
Fair Value Measurements [Abstract]
Number of assets	1	1

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WATER, LAND AND OTHER FIXED ASSETS - Schedule of investment in water and water systems (Details)	3 Months Ended	9 Months Ended
	May 31, 2025 USD ($) claim	May 31, 2025 USD ($) claim acre ft	Feb. 07, 2025 USD ($)	Aug. 31, 2024 USD ($)	Dec. 31, 2020 USD ($)
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	$ 77,967,000	$ 77,967,000		$ 72,251,000
Accumulated depreciation and depletion	(13,013,000)	(13,013,000)		(11,765,000)
Net investments in water and water systems	64,954,000	$ 64,954,000		60,486,000
Cost of water and land portions of asset acquisition	$ 0
Volume of water adjudicated					1,635
Volume of water adjudicated, denied			1,635
Remaining claims | claim	3	3
Rangeview water system
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	$ 31,695,000	$ 31,695,000		23,381,000
Accumulated depreciation and depletion	(5,644,000)	(5,644,000)		(3,579,000)
Rangeview water supply
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	16,198,000	16,198,000		15,889,000
Accumulated depreciation and depletion	(21,000)	(21,000)		(20,000)
Water supply - Other
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	1,300,000	1,300,000		7,588,000
Accumulated depreciation and depletion	(1,136,000)	(1,136,000)		(2,307,000)
Sky Ranch water rights and other costs
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	7,690,000	7,690,000		7,764,000
Accumulated depreciation and depletion	(1,661,000)	(1,661,000)		(1,641,000)
Sky Ranch pipeline
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	5,740,000	5,740,000		5,740,000
Accumulated depreciation and depletion	(1,510,000)	(1,510,000)		(1,366,000)
Lost Creek water supply
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	10,812,000	10,812,000		7,357,000
Cost of water and land portions of asset acquisition		$ 3,500,000
Henrylyn Irrigation District [Member]
Property, Plant and Equipment, Net [Abstract]
Volume of water purchased | acre ft		378
Lost Creek Designated Basin [Member]
Property, Plant and Equipment, Net [Abstract]
Volume of water purchased | acre ft		220
Fairgrounds water and water system
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	2,900,000	$ 2,900,000		2,900,000
Accumulated depreciation and depletion	(1,657,000)	(1,657,000)		(1,591,000)
Wild Pointe service rights
Property, Plant and Equipment, Net [Abstract]
Water And Water Systems, Gross	1,632,000	1,632,000		1,632,000
Accumulated depreciation and depletion	$ (1,384,000)	$ (1,384,000)		$ (1,261,000)

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WATER, LAND AND OTHER FIXED ASSETS - CIP and Rentals (Details) $ in Millions	3 Months Ended	9 Months Ended
	May 31, 2025 USD ($) home	May 31, 2025 USD ($) home item
Single-family rentals
Property, Plant and Equipment, Net [Abstract]
Number of rental units built and rented | home		14
Number of additional rental homes constructed | home	17	17
Number of lots | home		98
Expected delivery period for lots sold		3 years
Related Party | Single-family rentals | Sky Ranch CAB
Property, Plant and Equipment, Net [Abstract]
Number of lots reserved for single family rental units | item		84
Sky Ranch, Water and Wastewater Construction Projects
Property, Plant and Equipment, Net [Abstract]
Construction costs incurred | $	$ 0.7	$ 1.9
Construction cost capitalized | $		$ 2.5
Sky Ranch, Water and Wastewater Construction Projects | Maximum
Property, Plant and Equipment, Net [Abstract]
Construction cost capitalized | $	$ 0.1

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DEBT AND OTHER LONG-TERM OBLIGATIONS - Outstanding principal and deferred financing costs (Details) $ in Thousands	May 31, 2025 USD ($)
Debt Instrument [Line Items]
Total outstanding principal	$ 6,908
Deferred financing costs	(50)
Less current maturities, net of current deferred financing costs	(346)
Debt, less current portion	6,512
Single-Family Rental Home Note Payable
Debt Instrument [Line Items]
Total outstanding principal	3,908
Lost Creek Note Payable
Debt Instrument [Line Items]
Total outstanding principal	$ 3,000

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DEBT AND OTHER LONG-TERM OBLIGATIONS - Maturities (Details) $ in Thousands	May 31, 2025 USD ($)
DEBT AND OTHER LONG-TERM OBLIGATIONS
Within 1 year	$ 387
Year 2	1,357
Year 3	318
Year 4	3,137
Year 5	302
Thereafter	1,407
Total outstanding principal	6,908
Deferred financing costs	(50)
Total principal payments, net	$ 6,858

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DEBT AND OTHER LONG-TERM OBLIGATIONS - Single Family Rental Notes (Details)	Nov. 01, 2024 USD ($)	Aug. 30, 2023 USD ($) home installment	Nov. 29, 2021 USD ($) item installment	May 31, 2025
SFR Note 1
Debt Instrument [Line Items]
Number of single family homes being constructed | item			3
Basis spread on variable rate			0.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			us-gaap:PrimeRateMember
Floor interest rate			3.75%
Ceiling interest rate			4.25%
Effective interest rate				4.25%
Debt Instrument, Percentage of Default Interest Rate			2.00%
Debt Instrument Interest Rate Increase Decrease | installment			53
Debt Instrument, Periodic Payment	$ 5,000		$ 4,600
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid			$ 900,000
Single family rental homes secured for debt | item			3
Debt service coverage ratio			1.1
Aggregate principal amount			$ 1,000,000
SFR Note 2
Debt Instrument [Line Items]
Number of single family homes being constructed | home		11
Basis spread on variable rate		7.51%
Debt Instrument, Percentage of Default Interest Rate		5.00%
Debt Instrument Interest Rate Increase Decrease | installment		59
Debt Instrument, Periodic Payment		$ 21,200
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid		$ 2,900,000
Single family rental homes secured for debt | home		11
Aggregate principal amount		$ 3,000,000
Minimum EBITDA		$ 3,000,000

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DEBT AND OTHER LONG-TERM OBLIGATIONS - Lost Creek Loan (Details) - Lost Creek Note Payable	Jun. 28, 2022 USD ($) M acre ft
Debt Instrument [Line Items]
Water Rights Acquired In Volume | acre ft	370
Debt Instrument, Face Amount	$ 3,000,000
Debt Instrument, Term	10 years
Monthly interest only payments	$ 12,000
Debt Instrument, Number of Interest Only Payments | M	36
Debt Instrument, Amortization Period	30 years
Debt instrument, interest rate, stated percentage	4.90%
Maximum
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid	$ 800,000
Payment Beginning on July 28, 2025
Debt Instrument [Line Items]
Debt Instrument, Number of Principal and Interest Payments | M	24
Debt Instrument, Periodic Payment	$ 42,000
Payment Beginning on July 28, 2027
Debt Instrument [Line Items]
Monthly interest only payments	$ 32,000
Debt Instrument, Number of Principal and Interest Payments | M	59

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DEBT AND OTHER LONG-TERM OBLIGATIONS - Working Capital Line of Credit and Letters of Credit (Details) $ in Thousands		9 Months Ended
	Jan. 31, 2024 USD ($)	May 31, 2025 USD ($) LetterOfCredit
Debt Instrument [Line Items]
Number of letters of credit | LetterOfCredit		11
Letters of Credit Outstanding, Amount		$ 6,000
Annual fee percentage		1.00%
Line of Credit
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 5,000
Debt Instrument, Term	2 years
Effective interest rate		7.50%
Floor interest rate	5.00%
Debt Instrument, Percentage of Default Interest Rate	2.00%
Working Capital Line of Credit		$ 0

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EMPLOYEE STOCK PLANS - Stock Option Activity (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2025	May 31, 2024	May 31, 2025	May 31, 2024	Aug. 31, 2024	Aug. 31, 2023
Number of Options [Roll Forward]
Net settlement exercised (in shares)	0	0
Stock Options [Abstract]
Exercised (in shares)			13,815	13,978
Options cancelled (in shares)			21,185	18,022
2024 Equity Plan
Shareholders' Equity [Abstract]
Shares reserved for issuance (in shares)	2,000,000		2,000,000
Shares available for grant (in shares)	1,973,796		1,973,796
2014 and 2024 Equity Plan
Number of Options [Roll Forward]
Outstanding, beginning of period (in shares)			524,500	563,000	563,000
Net settlement exercised (in shares)			(35,000)	(32,000)
Outstanding, end of period (in shares)	489,500	531,000	489,500	531,000	524,500	563,000
Options exercisable (in shares)	472,500		472,500
Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning of period (in dollars per share)			$ 9.42	$ 9.15	$ 9.15
Net settlement exercised (in dollars per share)			7.89	5.66
Outstanding, end of period (in dollars per share)	$ 9.52	$ 9.36	9.52	$ 9.36	$ 9.42	$ 9.15
Options exercisable (in dollars per share)	$ 9.54		$ 9.54
Stock Options [Abstract]
Weighted average remaining contractual term			4 years	4 years 10 months 24 days	4 years 8 months 12 days	5 years 6 months
Weighted average remaining contractual term, options exercisable			4 years
Approximate aggregate intrinsic value, outstanding	$ 769,000	$ 472,000	$ 769,000	$ 472,000	$ 877,000	$ 1,221,000
Approximate aggregate intrinsic value, options exercisable	$ 741,000		$ 741,000

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EMPLOYEE STOCK PLANS - Non-Vested Options (Details) $ / shares in Units, $ in Thousands						3 Months Ended		9 Months Ended
	Jan. 15, 2025 item $ / shares shares	Sep. 18, 2024 shares	May 22, 2024 $ / shares shares	Jan. 17, 2024 item $ / shares shares	Sep. 19, 2023 shares	May 31, 2025 USD ($) $ / shares shares	May 31, 2024 USD ($) $ / shares shares	May 31, 2025 USD ($) $ / shares shares	May 31, 2024 USD ($) $ / shares shares
Stock Options [Abstract]
Share-based compensation expense | $								$ 294	$ 380
2014 and 2024 Equity Plan
Number of Options [Roll Forward]
Non-vested options outstanding, beginning of period (in shares)								59,000	111,000
Vested (in shares)								(42,000)	(52,000)
Non-vested options outstanding, end of period (in shares)						17,000	59,000	17,000	59,000
Weighted Average Grant Date Fair Value [Abstract]
Non-vested options outstanding, beginning of period (in dollars per share) | $ / shares								$ 4.45	$ 4.43
Vested (in dollars per share) | $ / shares								4.66	4.41
Non-vested options outstanding, end of period (in dollars per share) | $ / shares						$ 3.93	$ 4.45	$ 3.93	$ 4.45
Stock Options [Abstract]
Share-based compensation expense | $							$ 200	$ 300	$ 300
Unrecognized compensation expenses | $						$ 100		$ 100
Weighted-average period for options expected to vest								2 years
2014 and 2024 Equity Plan | Maximum
Stock Options [Abstract]
Share-based compensation expense | $						$ 100
2014 and 2024 Equity Plan | Employees
Stock Options [Abstract]
Restricted shares		8,000			8,000
2014 and 2024 Equity Plan | Employees | Vesting at grant date
Stock Options [Abstract]
Vesting rights percentage		20.00%			20.00%
2014 and 2024 Equity Plan | Employees | Vesting at anniversary
Stock Options [Abstract]
Vesting rights percentage		20.00%			20.00%
Vesting period		4 years			4 years
2014 and 2024 Equity Plan | Individual employee
Stock Options [Abstract]
Restricted shares		1,200
2014 and 2024 Equity Plan | Individual employee | Vesting at grant date
Stock Options [Abstract]
Vesting rights percentage		33.00%
2014 and 2024 Equity Plan | Individual employee | Vesting at anniversary
Stock Options [Abstract]
Vesting rights percentage		33.00%
Vesting period		2 years
2014 and 2024 Equity Plan | Non-Employee Board Members
Number of Options [Roll Forward]
Granted (in shares)	2,566		1,608	3,006
Stock Options [Abstract]
Number of Board Members | item	6			6
Share Price | $ / shares	$ 11.69		$ 9.33	$ 9.98

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RELATED PARTY TRANSACTIONS (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2025 USD ($) agreement acre ft	May 31, 2024 USD ($) acre ft	May 31, 2025 USD ($) agreement acre ft	May 31, 2024 USD ($) acre ft	Aug. 31, 2022 USD ($)	Jan. 01, 2025 $ / gal	Aug. 31, 2024 USD ($)
Related Party Transaction [Line Items]
Payments on note receivable - related party, other			$ 75	$ 100
Related Party | Sky Ranch CAB
Related Party Transaction [Line Items]
Interest rate			6.00%
Related Party | WISE Partnership | Rangeview District
Related Party Transaction [Line Items]
Volume of received metered water | acre ft	28	32	58	98
Payments for water	$ 100	$ 100	$ 100	$ 300
Water Rate | $ / gal						7.23
Related Party | Loan Receivable | Rangeview District
Related Party Transaction [Line Items]
Number of loan agreements | agreement	2		2
Effective interest rate	9.50%		9.50%
Basis spread on variable rate			2.00%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			us-gaap:PrimeRateMember
Related Party | Loan Receivable | Rangeview District | Maximum
Related Party Transaction [Line Items]
Loan extended, maximum capacity	$ 300		$ 300
Related Party | Note Receivable | Rangeview District
Related Party Transaction [Line Items]
Debt instrument, interest rate, stated percentage	8.00%		8.00%
Notes receivable	$ 1,200		$ 1,200				$ 1,200
Borrowings under notes receivable	1,200		1,200				1,200
Payments on note receivable - related party, other	0	0	100	100
Related Party | Note Receivable | Rangeview District | Maximum
Related Party Transaction [Line Items]
Accrued interest on notes receivable	100		$ 100				$ 100
Related Party | Facilities Funding and Acquisition Agreement | Sky Ranch CAB
Related Party Transaction [Line Items]
Interest rate			6.00%
Note receivable, cumulative payments received	47,700		$ 47,700
Notes receivable	40,600		40,600
Related Party | Facilities Funding and Acquisition Agreement | Sky Ranch CAB | Scenario, Plan
Related Party Transaction [Line Items]
Fund for construction of public improvements	5,200		5,200
Related Party | Contract to Construct Fencing Around Phase 2A | Sky Ranch CAB
Related Party Transaction [Line Items]
Revenue recognized for contracted bid price					$ 400
Revenue	0	0	100
Related Party | Contract to Construct Fencing Around Phase 2A | Sky Ranch CAB | Maximum
Related Party Transaction [Line Items]
Revenue				100
Related Party | Contract To Construct Fencing Around Phase2B | Sky Ranch CAB
Related Party Transaction [Line Items]
Revenue recognized for contracted bid price					$ 200
Related Party | Contract To Construct Wet Utility Pipelines | Nelson Pipeline Constructors, LLC
Related Party Transaction [Line Items]
Amount of payment to construct utility pipelines	$ 0	$ 0	$ 0	$ 100

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SIGNIFICANT CUSTOMERS (Details) - Customer Concentration Risk - customer	9 Months Ended
	May 31, 2025	May 31, 2024
Revenue | KB Home
Concentration Risk [Line Items]
Concentration risk percentage	20.00%	12.00%
Revenue | Lennar
Concentration Risk [Line Items]
Concentration risk percentage	21.00%	24.00%
Revenue | Melody (DR Horton)
Concentration Risk [Line Items]
Concentration risk percentage	12.00%	6.00%
Revenue | Oil & gas operators
Concentration Risk [Line Items]
Concentration risk percentage	6.00%	30.00%
Revenue | Challenger
Concentration Risk [Line Items]
Concentration risk percentage	7.00%	10.00%
Revenue | Sky Ranch CAB
Concentration Risk [Line Items]
Concentration risk percentage	8.00%	7.00%
Revenue | Water and Wastewater Resource Development Segment | Oil & gas operators
Concentration Risk [Line Items]
Number of customers	2	2
Accounts Receivable | Rangeview District | Related Party
Concentration Risk [Line Items]
Concentration risk percentage	77.00%

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ACCRUED LIABILITIES (Details) $ in Thousands	May 31, 2025 USD ($) claim	Aug. 31, 2024 USD ($)
Accrued Liabilities, Current [Line Items]
Professional fees	$ 500
Remaining claims | claim	3
Related Party
Accrued Liabilities, Current [Line Items]
Total accrued liabilities	$ 911	$ 2,208
Related Party | Sky Ranch CAB
Accrued Liabilities, Current [Line Items]
Total accrued liabilities	621	1,556
Related Party | Rangeview District
Accrued Liabilities, Current [Line Items]
Total accrued liabilities	290	652
Nonrelated Party
Accrued Liabilities, Current [Line Items]
Accrued compensation	999	1,045
Other operating payables	409	147
Property taxes	346	206
Operating lease obligation, current	$ 11	$ 73
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total accrued liabilities	Total accrued liabilities
Professional fees	$ 500	$ 5
Rental deposits	38	38
Total accrued liabilities	$ 2,303	$ 1,514

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SEGMENT INFORMATION - Revenue by Segments (Details) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2025 USD ($)	May 31, 2024 USD ($)	May 31, 2025 USD ($) segment	May 31, 2024 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | segment			2
Segment Information Abstract
Total revenues	$ 5,140	$ 7,604	$ 14,887	$ 16,187
Cost of revenue	1,474	2,328	5,189	5,070
Depreciation and depletion	409	410	1,248	1,132
Total cost of revenues	1,883	2,738	6,437	6,202
Segment profit	3,257	4,866	8,450	9,985
Water and Wastewater Resource Development Segment | Operating Segments
Segment Information Abstract
Total revenues	2,345	2,465	8,026	7,562
Cost of revenue	891	911	2,636	2,547
Depreciation and depletion	409	410	1,248	1,132
Total cost of revenues	1,300	1,321	3,884	3,679
Segment profit	1,045	1,144	4,142	3,883
Land Development Segment | Operating Segments
Segment Information Abstract
Total revenues	2,664	5,016	6,488	8,268
Cost of revenue	543	1,346	2,420	2,362
Total cost of revenues	543	1,346	2,420	2,362
Segment profit	2,121	3,670	4,068	5,906
Single-family rentals | Operating Segments
Segment Information Abstract
Total revenues	131	123	373	357
Cost of revenue	40	71	133	161
Total cost of revenues	40	71	133	161
Segment profit	$ 91	$ 52	$ 240	$ 196

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SEGMENT INFORMATION - Corporate Assets (Details) - USD ($) $ in Thousands	May 31, 2025	Aug. 31, 2024
Segment Reporting Information [Line Items]
Total assets	$ 151,739	$ 147,354
Corporate
Segment Reporting Information [Line Items]
Total assets	66,382	68,846
Water and Wastewater Resource Development Segment | Operating Segments
Segment Reporting Information [Line Items]
Total assets	68,588	64,616
Land Development Segment | Operating Segments
Segment Reporting Information [Line Items]
Total assets	11,497	8,521
Single-family rentals | Operating Segments
Segment Reporting Information [Line Items]
Total assets	$ 5,272	$ 5,371

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2025	May 31, 2024	May 31, 2025	May 31, 2024
EARNINGS PER SHARE
Anti-dilutive securities excluded from computation of earnings per share (in shares)	421,988	475,130	399,762	470,217
Earnings Per Share [Abstract]
Net income	$ 2,256	$ 2,825	$ 7,002	$ 5,008
Weighted average common shares outstanding, Basic (in shares)	24,076,022	24,087,170	24,077,188	24,085,578
Effect of dilutive securities (in shares)	67,512	55,869	89,738	60,783
Weighted average common shares outstanding, Diluted (in shares)	24,143,534	24,143,039	24,166,926	24,146,361
Earnings per share - basic (in dollars per share)	$ 0.09	$ 0.12	$ 0.29	$ 0.21
Earnings per share - diluted (in dollars per share)	$ 0.09	$ 0.12	$ 0.29	$ 0.21

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INCOME TAXES (Details)	9 Months Ended
	May 31, 2025
Income Taxes [Abstract]
Effective income tax rate	25.00%