8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2021

PURE CYCLE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

0-8814	84-0705083
(Commission<br>File Number)	(IRS<br>Employer Identification No.)

34501 East Quincy Avenue, Building 34, Box 10, Watkins, CO 80137

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code   (303) 292-3456

N/A

(Former name or former address, if changed since last report.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not 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. ☐

This current report on Form 8-K is filed by Pure Cycle Corporation (“Pure Cycle”), a Colorado corporation, in connection with the matters described herein.

Item 7.01

Regulation FD Disclosure.

On March 11, 2021, Pure Cycle issued a press release and prepared an informational slide deck which it posted on its website regarding Pure Cycle launching a new business segment in the single-family residential rental market referred to as the Build-to-Rent (“BTR”) segment. The press release and presentation include forward-looking statements and pro forma information. Pure Cycle will present this new segment as a separate reportable segment in addition to its Land Development and Water and Wastewater Resource Development segments once it is material. There are no material changes to the previously reported financial results of the two segments.

The information contained in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1 and 99.2 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press<br>Release dated March 11, 2021
99.2	Presentation<br>dated March 11, 2021

SIGNATURE

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

Date: March 11, 2021

PURE CYCLE<br>CORPORATION
By:	/s/ Kevin B. McNeill
	Kevin B. McNeill
	Chief Financial Officer

pcyo_ex991

Exhibit 99.1

Pure Cycle Corporation

To Build Single-Family Homes for Long-Term Rental

DENVER, CO / ACCESSWIRE / March 11, 2021 / Pure Cycle Corporation (NASDAQ:PCYO) announced today it is entering the single-family residential home rental market with the launch of its Build-to-Rent (“BTR”) segment.

“We are excited to announce our entry into the rapidly expanding BTR market with our initial BTR homes to be located at the popular Sky Ranch Master Planned Community,” stated Mark Harding, President and CEO. “We continue to leverage our highly appreciated land and water assets and expand on our development success at Sky Ranch to improve shareholder returns through the growing BTR market” continued Mr. Harding. “With a land basis of approximately $1,000 per lot, a water basis at approximately $10,000 per tap, and access to inexpensive capital in the 3.75% range, we are utilizing our assets to significantly strengthen our balance sheet and materially improve recurring revenues. Our water and wastewater resource development segment produces some of the longest-lived recurring revenue customers of any business, generating on average $1,500 per year per single-family home. Adding houses for rent leverages our land and water assets to produce an average estimated annual rental revenue stream of approximately $33,000 per home, which produces a revenue stream significantly higher than our current recurring revenue from just our utility segment per home. Perhaps the most attractive part of this expansion is it will not compromise our highly liquid balance sheet as the cost of each home can be funded with inexpensive capital, which will materially enhance our balance sheet and earnings per share” stated Mr. Harding.

Pure Cycle began construction on the initial BTR units through a fixed price construction contract with an experienced home builder. The BTR launch consists of three single-family detached homes at Sky Ranch (see map included in the presentation located on our website as described below). Pure Cycle expects the homes to be complete and available for long-term rentals in the fall of 2021. This new segment offers Pure Cycle the ability to participate in this growing business for years to come, providing stable long-term continuous cash flows, recurring revenue, significant asset appreciation, and income diversification. “The growth in the single-family rental market continues to exceed expectations, and we have received strong interest from our national home builders to fee build homes on our reserved lots at Sky Ranch, which reduces both our risk of delivering homes at a fixed price as well as allowing our builders to do what they do best - building high quality homes” concluded Mr. Harding.

Pure Cycle plans to build, own, and lease more than 100 homes in the first two development phases of Sky Ranch. Three homes are currently under construction and Pure Cycle reserved an additional 100+ lots in next phase of Sky Ranch for BTR units. Pure Cycle started the second phase of development at Sky Ranch in February 2021, which includes nearly 900 lots in total, of which almost 800 lots were sold to home builders. Pure Cycle expects to start delivering lots in this second phase in the winter of 2021.

For a more in-depth analysis of this new BTR segment, please look for the BTR Presentation on our website at www.purecyclewater.com.

Company Information

Pure Cycle is a diversified land and water resource development company. At our core we are an innovative and vertically integrated wholesale water and wastewater service provider that, in addition to developing wholesale water and wastewater resources, also develops master planned communities to which we provide water and wastewater services.

Additional information, including recent press releases and SEC filings are available at www.purecyclewater.com, or you may contact our President, Mark W. Harding, or our CFO, Kevin B. McNeill, at 303-292-3456 or at [email protected]. Be sure to follow us on Twitter at @PureCycleCorp.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are all statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect or anticipate will or may occur in the future. The words “anticipate,” “likely,” “may,” “should,” “could,” “will,” “believe,” “estimate,” “expect,” “plan,” “intend” and similar expressions are intended to identify forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially from the amounts included above. Factors that could cause actual results to differ from projected results include, without limitation: home mortgage interest rates; home rental rates; water and wastewater usage rates; number of units to be sold or leased and other factors impacting the housing market and home sales; the risk factors discussed in Part I, Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended August 31, 2020; and those factors discussed from time to time in our press releases, public statements and documents filed or furnished with the U.S. Securities and Exchange Commission. Except as required by law, we disclaim any obligation to update publicly any forward-looking statements, whether because of new information, future events or otherwise.

pcyo_ex992

Exhibit 99.2