8-K

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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): November 9, 2021

PURE CYCLE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

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0-8814		84-0705083
(Commission File Number)	​	(IRS Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

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

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N/A

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

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

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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)

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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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ☐

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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. ☐

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

Item 2.02Results of Operations and Financial Condition.

On November 9, 2021, Pure Cycle Corporation issued a press release announcing its financial results for the three and twelve months ended August 31, 2021. A copy of the press release is furnished as Exhibit 99.1 hereto, and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the press release furnished as Exhibit 99.1 to this current report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in any such filing.

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Item 7.01Regulation FD Disclosure.

On November 9, 2021, Pure Cycle announced its financial results for the twelve months ended August 31, 2021. In conjunction with this release, the Company issued a presentation summarizing Pure Cycle’s operations and financial results (the “Earnings Presentation”). The Earnings Presentation is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

The information contained in the Earnings Presentation is summary information and should be read in conjunction with Pure Cycle’s filings with the Securities and Exchange Commission and other public announcements that Pure Cycle may make by press release or otherwise from time to time. The Earnings Presentation will be posted in the Investor Relations section of Pure Cycle’s website, www.purecyclewater.com

The information contained in this Item 7.01 of Form 8-K, including the accompanying Exhibit 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 presentation 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.

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Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	****	Description
99.1	​	Press Release dated November 9, 2021
99.2	​	Earnings Presentation dated November 9, 2021
104	​	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)

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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: November 12, 2021

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​		PURE CYCLE CORPORATION
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​	​	By:	/s/ Kevin B. McNeill
​	​	​	Kevin B. McNeill
​	​	​	President and Chief Financial Officer

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Exhibit 99.1 Pure Cycle Posts Strong Fiscal 2021 Financial Results

Denver, Colorado, November 9, 2021 – Pure Cycle Corporation (NASDAQ Capital Market: PCYO) posted net income of $20.1 million for its year ended August 31, 2021. Fiscal 2021 marked another positive year for Pure Cycle highlighted by the following:

Ø	Substantially completed the first development phase at Sky Ranch – sold a total of 505 lots since 2018
Ø	Commenced development on the first subphase of the second development phase at Sky Ranch – contracted for the sale of 804 lots that will be developed in four subphases
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o	constructing 229 lots, of which we had the first closing on 152 lots generating $3.9 million in cash proceeds, with 67 lots being under finished lot agreements that will close in fiscal 2022
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o	remaining 10 lots we will use in our single-family rental business
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Ø	Launched single-family rental division with the construction of three homes to be used for rentals
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o	all three rental homes are occupied effective November 1, 2021 at rates above what we budgeted
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Ø	Recognized $2.8 million in revenues from oil and gas customers
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Ø	Recognized $21.8 million of combined project management revenue, interest income and other income from the recognition of reimbursable public improvements
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Ø	Recognized $5.2 million in tap fees
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“We are pleased to have received our first milestone payments for lots in Phase 2 of Sky Ranch in fiscal 2021” commented Mark Harding, President of Pure Cycle. “Our second phase of Sky Ranch incorporates three development contracts, the first which is the largest, is our standard structure where we deliver lots pursuant to development agreements requiring milestone payments as construction progresses; the second is finished lot agreements where the builder makes a single payment at finished lot delivery; and the third is new where we retain the lots for use in our rental business. While COVID and supply chain disruption issues had some impact on starting our second phase, our contractors made great progress with the dirt and utility work so we can deliver lots for construction of model homes late in 2021 and meet our delivery obligations for our homebuilders next year. Since we started developing Sky Ranch, 464 or 92% of the first phase lots have purchased water and wastewater taps, totaling $14.0 million in tap fees. In addition, we are excited to bring our three houses to market for rentals, which were built on budget and are rented at prices above what we budgeted” concluded Mr. Harding.

Financial Highlights for 2021

Revenue – Total revenue was $17.1 million, comprised mainly of the following amounts:

Ø	$5.8 million of recognized lot sales
Ø	$5.2 million of tap fees
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Ø	$2.8 million from oil and gas operations, and
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Ø	$1.0 million from water and wastewater usage fees
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Profitability – The $17.1 million of revenue generated $10.7 million of gross profit, which was then positively impacted by interest and other income resulting in the realization of $20.1 million of net income.

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Working Capital – As of August 31, 2021, our working capital was $26.3 million, which includes cash of $20.1 million.

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“In 2021 we determined, based on current facts and circumstances, it is probable the Sky Ranch Community Authority Board will be able to repay us for the advances we made to construct the public improvements at Sky Ranch. This not only resulted in the recording of more than $21.0 million of project management revenue and other income but we believe will better align the reporting of these costs with substance of the agreements with the Sky Ranch Community Authority Board. We continue to focus on developing the Sky Ranch community, and producing recurring revenues from our single-family rental business,” commented Kevin McNeill, Pure Cycle’s CFO. “We look forward to completing the first subphase of the second development phase at Sky Ranch and expanding our rental business over the coming years,” concluded Mr. McNeill.

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​ Operational Summary

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Water and wastewater resource development – Our wholesale water and wastewater service segment continues to grow as houses are closed at Sky Ranch and Wild Pointe and as irrigation and landscaping needs require higher water usage and improved industrial water sales. We delivered 258 million gallons of water during fiscal 2021, with approximately 26% of that delivered to Sky Ranch and Wild Pointe. As homes continue selling at Sky Ranch, we continue to collect water and wastewater taps fees and usage revenues, in fact during the twelve months ended August 31, 2021, we sold 163 water and wastewater taps at Sky Ranch for $5.2 million. We saw an increase in industrial water sales in fiscal 2021 compared to fiscal 2020.  Industrial water equated to 60% of the water delivered in 2021. Industrial water is the most variable of our water sales and is dependent on oil and gas production and demand.

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Land development – With our initial development phase at Sky Ranch being completed nearly two years ahead of schedule and unavoidable delays in the permitting process for our next phase due to the continued impacts of COVID-19, our land development revenues and expenses decreased in fiscal 2021 compared to fiscal 2020, but overall the per lot sales prices increased substantially. Since we began developing Sky Ranch, through August 31, 2021, we have sold 657 lots between the first two phases, have another 652 lots under contract with homebuilders. We anticipate receiving the second milestone payment on the 152 lots delivered in the first subphase of the second development phase by the end of the first quarter of fiscal 2022, the final milestone payment for these 152 lots, and full payment for the 67 finished lots by the end of our fiscal 2022, generating $14.6 million in cash proceeds from lot sales. There are more than 360 homes occupied at Sky Ranch, with more than 100 homes actively under construction. Based on current sales levels, all the homes in the first phase are expected to be sold by the end of our second quarter of fiscal 2022.

Single-family rentals – In March 2021, we launched a new line of business, the single-family home rental business. During our first development phase of Sky Ranch, we retained ownership of four residential lots, on which we have completed three single family homes which we own and will maintain and have rented to qualified renters as of November 1, 2021. We contracted the construction of these homes to a reputable home builder. We intend to expand this line of business in our second development phase of Sky Ranch by building and renting homes on the 46 lots we retained out of the 850 lots planned for the second development phase. Grading and wet utilities on the first subphase of the second development phase of Sky Ranch are nearly complete, and once lots are complete, we look to partner with builders to construct our rental units.

Earnings Call Information

Pure Cycle will host a conference call on Tuesday, November 9, 2021, at 4:00PM Eastern (2:00PM Mountain) to discuss the financial results and answer questions. Call details are below. For the earnings call, Pure Cycle will post a detailed slide presentation on its website (www.purecyclewater.com), which provides an overview of Pure Cycle and presents summary financial results for the three and twelve months ended August 31, 2021.

When: 4:00 PM Eastern (2 PM Mountain) on November 9, 2021

Call in number: 888-506-0062 (no pass codes required)

International call in numbers: 973-528-0011 (no pass codes required)

Replay available until: Tuesday, November 23, 2021, 4:00 PM ET

Replay call in number: 877-481-4010, replay pass code: 43446

Event link: https://www.webcaster4.com/Webcast/Page/2247/43446

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Company Information

Pure Cycle is a diversified water resource and land development company. At our core we are an innovative and vertically integrated wholesale water and wastewater service provider which also develops land we own into master planned communities, to which we will continue to provide water and wastewater services as well as operate long-term rental properties.

​ Additional information, including our recent press releases and SEC filings are available at www.purecyclewater.com, or you August contact our President, Mark W. Harding, or our CFO, Kevin B. McNeill, at 303-292-3456 or at info@purecyclewater.com. Also 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 occur in the future, such as statements about the following: timing of development at Sky Ranch; rental timing for our single-family rental homes; and tap sales and home sales by our home builder customers.  The words “anticipate,” “likely,” “August,” “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.  Factors that could cause actual results to differ from projected results include, without limitation: home mortgage interest rates 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, 2021; and those factors discussed from time to time in our press releases, public statement 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 as a result of new information, future events or otherwise.

Exhibit 99.2

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Water & Wastewater Development Land Development Financial Results Oil and Gas Overview 1.

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Overview Statements that are not historical facts contained or incorporated by reference in this presentation are "forward­ looking statements" ("FLS") within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 as amended. FLS involve risks and uncertainties that could cause actual results to differ from projected results. The words "anticipate," "believe," "estimate," "expect," "plan ," "intend" and similar expressions, as they relate to us, are intended to identify FLS. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions.We are not able to predict all factors that may affect future results.We cannot assure you that any of our expectations will be realized. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such FLS include, without limitation: the risk factors discussed in our most recent Annual Report on Form 10-K; 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; population growth; employment rates; general economic conditions; the market price of water; changes in customer consumption patterns; changes in applicable statutory and regulatory requirements; changes in governmental policies and procedures; uncertainties in the estimation of water available under decrees; 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 and timing of reimbursable public improvement payments: uncertainty in the single family home rental market and our ability to rent homes in a timely manner or at the amount we project; the strength and financial resources of our competitors; our ability to find and retain skilled personnel; climatic and weather conditions, including flood, droughts and freezing conditions; labor relations; availability and cost of labor, material and equipment; delays in anticipated permit and construction dates; environmental risks and regulations; our ability to raise capital; our ability to negotiate contracts with new customers; and uncertainties in water court rulings; and other factors discussed from time to time in our press releases, public statements and documents filed or furnished with the SEC. 2. SAFE HARBOR STATEMENT

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Water and Wastewater Resource Development Segment • Own a large and valuable portfolio of water rights • Sustainable ground and surface water rights we estimate can serve up to 60,0000 SPEs • Denver metro land development requires developers to have water service as a condition of zoning, offering us a competitive edge • Provide industrial and oil and gas customers with water Land Development Segment • Own property in highly attractive and easily accessible I-70 Corridor of Denver, Colorado • Developing nearly 1,000 acres of a full Master Planned community known as Sky Ranch. • Sky Ranch has over 3,400 residential units and over 2 million square feet of retail, commercial and industrial uses • Developing residential and commercial land for which we are the sole water and wastewater service provider • Retain ownership of portions of property to receive residual benefit Single-Family Home Rentals • Develop single family homes in the Denver metro area in neighborhoods we are developing • Receive rental income in growing housing market • Benefit from immediate asset appreciation and positive cash flows • Provide water and wastewater service to rental properties 3. •

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............ purecyclewater.com Follow us on Twitter @purecyclecorp 4. ......

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WHOLESALE WATER AND WASTEWATER Principal business interests are to deliver wholesale water and wastewater service 0 R'RTG7ITfOffRIU E WELLS/DIVERSION Large water portfolio in water-short Denver Company owns or controls 29,000+ acre feet of groundwater & surface water which we estimate can serve 60,000 taps I --WASTEWATER TREATMENT I Own rights to surface reservoir storage assets I I L COLLECTION TREATMENT I _ ...I I I L---5.

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2 3 Alluvial Wells Storage 150 Acre-Feet of Surface Storage •-<<6 - """""lCastle Rock Tomah Sc roll on mouse to zoom N o '""'-"""-• Ooo<ol-•--e - - --D- - ·-- 6. A·-o - ====.:· ==== o::.-:_ WATER INFRASTRUCTURE

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Monthly Water Customers 5,000 5,000 Growth from: New Residential New service customers added with every neighborhood Avg. residential customer generates $1,500 per year in revenue 4,570 4,500 4,070 4,000 3,570 3,500 3,070 3,000 New Commercial Future Sky Ranch commercial phases 2,570 2,500 2,070 2,000 1,570 Existing Residential Elbert and hwy 86 Residents 1,500 1,000 500 Existing Commercial Elbert and Hwy 86 commercial customers 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 • Actual Projected 7.

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DEVELOPMENTENCROACHMENTTOLOWRYRANGE ·--­ -------r-.·. -_·­..-..... - c-..... ---­· ........._. 8. llWll!·----=··=-......... c -

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Sales Water /WW Tap Fees All major infrastructure is in service to support phase 2 of the Sky Ranch Development $6M $5.5M $5M $4.5M $4M $3.5M FY 2021 Water Assets (Net) In millions $3M $2.5M $2M FY2020 FY 2019 $1.5M $1M $0.5M FY2018 0 2019 2020 2021 FY 2017 • $Sold 9. $36.7 $34.6 Investment in Water and Tap

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o All lots delivered (509) o Approximately 375 residents o 467 of 509 Taps Sold o Estimated that homes will be fully sold out by the end of Q2-2022 o Received $10.5 million ofreimbursables and recorded more than $20M in receivables including project management fees and related interest income o Recognized $36.7 million in lot revenue to date o Recognized $13.9 million in tap fees to date taylor morr10 son Homes Inspired by You RICJ-MQN) AMERICAN HOMES PARTNERING HOMEBUILDERS .... HOME 11. kb SKY RANCH - PHASE 1

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• Approximately 850 lots in total • 804 lots under contract with home builders • 46 lots reserved for rental business with an additionallOO potential plats • Initial lots expected to be delivered late calendar 2021 • Estimated lot revenues of $70 million • Estimated tap fees of $20.9 million • Estimated $61.1 million of reimbursable costs • Estimated $73.4 million in total development costs PARTNERING HOMEBUILDERS D·R·HORIDNe CHALLENGER HOMES /bmwica! kb LENNAR® - - I _...--} ------...1.t. -----12. SKY RANCH - PHASE 2 OVERVIEW

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SKY RANCH PHASE 2 FinancialAnd Quantitative Data Totallot costs !17.6m) 'Reimbursable costsare public improvements reimbursable from the Sky RanchCommunity Authority Board TOTAllOT SAlES BY BUilDER 28,000,000 TOTAllOTS BY TYPE TOTAllOTS BY BUilDER • 45'LOTS • 45'LOTIS (ALLEY) • 50'LOTS • 35'LOTS • OUPLEXS • CHALLENGER • LENNAR • DR HORTON • KBHOMES • PCYO BTR • TOWNHOMES 13. Subphase 4 (206 LOTS) Lot Revenue$ 17.9m Tap Revenue5.1m Reimbursable*$14.6m GROSS MARGIN$ 20.0m Subphase 3 (204 LOTS) Lot Revenue$ 16.7m Tap Revenue5.0m Totallot costs !17.4m) Reimbursable*14.5m GROSS MARGIN$18.8m Subphase 2 (2 Lot Revenue Tap Revenue Tota Lot costs Reimbursable* GROSS MARGIN 11 LOTS) $17.0m 5.2m (18.3m) 15.2m $19.1m Subphase1(229 LOTS) Lot Revenue $ 18.4m Tap Revenue 5.6m Totallot costs!20.1m) Reimbursable*16.7m GROSS MARGIN $20.6m Phase 2 (850 LOTS) lot Revenue$ 70.0m Tap Revenue20.9m Totallot costs 03.4m) Reimbursable*61.0m GROSS MARGIN$ 78.5m

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1st SUB-PHASE OF 2nd DEVELOPMENT PHASE lOT CLOSING DASHBOARD 11/3012021 18,417,000 000 000 3 Utilities lOT SAlES BY BUilDER lOTS BY TYPE lOTS BY BUilDER 8,000,000 10.04% • 45'LOTS • 45'LOTTS (ALLEY) • 50'LOTS • 35' LOTS • DUPLEXS • CHALLENGER • LENNAR • DR HORTON • KBHOMES • PCYO BTR Lennar Challenger KBHomes DR Horton • TOWNHOMES 14. Takedown DATE7/311202 AMOUNT$ 10,850, BUILDERS LOA PHASEFinished lot 3 2 4 s Total $ Takedown DATE AMOUNT$ 3,721, BUILDERS LOA PHASEWet 2 Takedown 1 DATE8/2512021 AMOUNT$ 3,846,000 BUILDERS3 LOA PHASEPlatted Lots

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We have contracted for the construction of single family homes with the intent to retain them for long-term rental purposes. Pure Cycle is working with experienced home builders to construct these houses, which Pure Cycle will own and maintain, taking on a new role as property manager. "The single-family rental model is ideal for our highly appreciated land and water assets, allowing us to build an accretive high margin recurring revenue product while maintaining our highly liquid balance sheet using inexpensive capital for the incremental cost of building each home" stated Mark W. Harding, President and CEO Phase 1 Progress 15. Single-Family Rentals

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LEASED LISTINGS -19% Steady increase in lease price while other rental types fell Detached and Townhomes, are more affordable per square foot and per bedroom n..· ..CJt .;.o.t<: MEDIAN LEASED PRICE PER BEDROOM MEDIAN LEASED PRICE PSF _7 oavs MEDIAN DAYS IN MIS +13% +7% Detached homes spend less days on market on average then other types rental units • Rented first 3 homes above the average market price • all3 homes rented within 14 days of listing • Detached Townhomes• condomm1ums M.ilt1·Famlly .-Apartments All Denver rvletro Counties:.Adams, Arapahoe, Boulder, Broomfield, Clear Creek, Denver, Douglas, Elbert Gilpm, Jefferson, Park, Weld © 2021Rental Ust1ngData Compliments of RE COLORODO' 16. Sky Ranch Phase l BTR MEDIAN LEASED +9% PRICE Denver Premier Leasing Agents RENTAL MARKET REPORT August 2021 Market Watch

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Pro Forma Single house Monthly Pro forma Single house Annualized 2,820 $ $ Rental Income 33,840 Operations, repairs and maintenance Property taxes and insurance Interest expense Cash flow 150 400 950 1,800 4,800 11,400 1,320 $ $ 15,840 ======:::::i::::::= Assumptions • Rental income is the average actual monthly lease rates on the three initial homes ·Current staffing will provide property management services for the foreseeable future • Property taxes based on current mills in Sky Ranch ·Interest expense based on current finance offering for a 30-year amortizing loan at 3.75% • Cost of homes will be amortized using the straight-line depreciation method over thirty years, which is a non-cash charge and not included in the cash projections table above 1 1 Net operating income/market value. Excludes interest and depreciation. 17.

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PER HOUSE ESTIMATES $342K $317K $547K Assumptions • Flexible debt usage, up to 70% of appraised value • Low cost capital (3.75%) • House appraisal value estimated at $547,000 based on homes sold in Sky Ranch per NMLS ·Annual appreciation estimated at 4% per year • Estimated construction of 12-20 homes per year 18. Fair market value Financed costs Capitalized costs

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PHASE 1-3 RENTAL HOMES 3 Units fully occupied! Approval to start date Utilities complete & vertical construction in progress! Final stages of framing 19.

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--Southern Wattenberg Niobrara More than 200 square miles in Adams & Arapahoe Counties .!:::. ... ...... -.,_·-..····-_ :·=-··.·..-:: ...... e a.---··-·•"""" Five Possible Formations Pad Development: 40 Acre spacing 16 wells/mile formation Over 10,000 well capacity Average $250,000 per well 120 20. Wells Drilled to Date: ·s -----r--.a. ·. • - ,.-., _·_--- CI.._.."'"" ..--._.,...,.._..,._·.·_..-..,....,. --c c - :::;;;•::;:r;:---""'

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FISCAL YEAR 2021 rental line of Business Phase 1 of Sky Ranch is substantially and roughly95% occupied Continued growth despite COVID-19 shutdown from 2020 to date Planned and executed the creation of our new single-family home rental business 21. Completed Sky Ranch Phase 1 Above Market Employee Retention Launched new

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FISCAL YEAR ENDED AUGUST 31, 2021 Gross Margin Revenue Net Income* 22M 20M 18M 16M 14M 12M 10M 8M 6M 4M 2M 0 -2M -4M $26m 26M 24M 22M 20M 18M 16M 14M 12M 11M $11m $20m • 10M $20m 9M 8M $7m $7m 7M $5m $7m 10M FYE 2017 FYE 2018 FYE 2019 FYE 2020 FYE 2021 FYE 2017 FYE 2018 FYE 2019 FYE 2020 FYE 2021 FYE 2017 FYE2018 FYE 2019 FYE 2020 FYE 2021 • Netlncome • W-WW Segment • LandDevelopment • W-WW Segment • Land Development *2021 net income positively impacted by recognition of $16.4m of reimbursables (net of $5.3m of tax) SKY RANGH---------. TOTAlUTiliT-Y-----­ RECEIVABLES CUSTOMERS 22. 650 $24.7m 8M $1m 6M 4M 2M 0 6M SM 4M $3m 3M 2M 1M $1m 0

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August 31, 2021 August 31,2020 (I n thousands, except share and per share amounts) ASSETS: Current assets: Cash and cash -qutvalents Trade accounts receivable,net Prepaid expenses and other assets Land development inventories Notes receivable-public tmprovernent rcimbursablcs-related pany Income taxes receivable Total current asscr, s s 20,117 1,532 458 608 16,000 21,797 1,124 1,001 481 1,588 38,715 25,991 Restricted cash Investments in water and water systems, net Land and mineral interests Other assets Notes receivable-related parties, including accrued interest: Public improvement rcimbursablcs Other Long-term land investment Operating leases - right of usc assets, less current portion Total assets 2,327 57,090 5,924 2,591 55,087 4,915 2,042 CONDENSED CONSOLIDATED BALANCE SHEETS 8,794 1,163 451 1,079 451 122 s 117,177 196 s 89,761 LIABI LITIES: Current liabilities: Accounts payable Accrued habiliucs Accrued liabilities-related parties Income taxes payable Deferred lot sale revenues Deferred oil and !,'8S lease payment and water sales payment Total current liabilities 1,787 1,224 2,881 4,163 1,995 410 180 1,391 1,212 1,635 1,800 12,460 6,218 Deferred oil and gas lease paym 'llt and water sales paymenless cum.'llt portion Participating interests in export water supply Deferred tax liability, net Lease obligations-opcratmg leases, I 'SS current portion Total lia bilities 165 328 886 120 325 1,615 37 14,437 7,717 Commitments and contingencies SHAR£HOLDERS' EQUIT Y: Preferred StoCk: Series B -par value SO.OO I per share, 25 million shares authorized;432,513 shares issued and outstanding (liquidation preference of$432,513) Common stock: Par value 1/3 ofS.OI per share, 40 milhon shares authorized; 23,916,633 and 23,856,098shares outstanding, respectively Additional paid-in capital Accumulated deficit Total shareholders'equity Total liabiliti -s and shareholders'equity 80 173,513 (70,853) 80 172,927 90.963) 102,740 s 111,177 82,044 s 89,761 28.

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'ear Ended August 31, Augu<t 31, 2021 2020 Revenues: Metered water usage from: Municipal customers Oil and gas operations Wastewater treatment fees Water and wastewater tap fees Lot sales Project management fees Special facil ity projectS and other Total revenues $ $ 524 51 3 96 5,641 18,934 846 2,792 199 5,163 5,840 1,629 656 147 17,125 25,855 Expenses: Water service operations Wastewater service operations Land development construction costS Depletion and depreciation Other Total cost of revenues Gross profit (1,546) (370) (2,535) (I ,457) 494) (804) (200) (15,870) (1,367) {70 CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME {6,402) {18,311) 1 0,723 7,544 General and administrative expenses Non-cash mineral interest impairment charge Depreciation Operating income (5,139) (4,250) (1,425) (356) (315) 5,269 1,513 Other income: Recognition of public improvement reimbW"Sables including interest i ncome-related party Oil and gas royalty income, net Oil and gas lease income, net Interest income from investmentS Other Reimbursement of construction costs • related party Income from operations before income taXes Income tax expense Net income Unrealized holding losses Total comprehensive income Earnings per common share: Basic Diluted Weighted average common shares outStanding: Basic Diluted 20,217 324 196 59 40 485 669 247 178 36 6,276 26,590 (6.480) 8,919 (2,169) $ 20,1 10 $ 6,750 (4) $ 20,11 0 $ 6,746 $ 0.84 $ 0.28 $ 0.83 $ 0.28 23,891 23,845 24,11 1 24,062 24.

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LEADERSHIP AND BOARD OF DIRECTORS Mark W. Harding President and CEO Kevin B. McNeill Vice President and CPO Jeffrey G. Sheets Director and Chairman of the Nominating and Governance Committee Patrick J. Beirne Chairman of the Board Peter C. Howell Director and Chairman of the Audit Committee Arthur G. Epker Ill Director and Chairman of the Compensation Committee Daniel R. Kozlowski Director Fredrick A. Fendel/11. Director 25.

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CONTACT AND COMPANY INFORMATION Questi-ons{n CORPORATE HEADQUARTERS 34501 E. Quincy Ave, BLDG 34, Watkins, CO 80137 CONTACT INFO Aw Cydt-Coo'Dor11ticft, lD, NASil.lr.Q 1S.SI .O.S7l•l.12\) Vol Sl.l66K info@purecyclewater.com 303-292-3456 www.purecyclewater.com 16 50 Follow us on twitter @PureCycleCorp 13.50 STOCK INFO 13.00 12.50 Ticker symbol (NASDAQ Capital Market): PCYO 12.00 1.I "" ,,,50 1,.00 J . "" Shares outstanding: 23.9 million lJ I I ..., 10.50 ,.. ,.,TradiOIVk-w IIl ... .... .... ..... 26.

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