UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

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

Commission File Number 0-8814

PURE CYCLE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado		84-0705083
(State of incorporation)		(I.R.S. Employer Identification No.)
500 East 8th Ave, Ste 201, Denver, CO 80203		(303) 292-3456
(Address of principal executive office) (Zip Code)		(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		The NASDAQ Stock Market, LLC
(Title of each class)		(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defied in Rule 12b-2 of the Act). Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $40,337,000

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of November 12, 2009 was: 20,206,566

The information required by Part III is incorporated by reference from the registrant’s definitive proxy statement for the 2009 annual meeting of stockholders, which will be filed with the SEC within 120 days of the close of the fiscal year ended August 31, 2009.

 

 

Table of Contents

Item		Page
Part I
1. Business			3
1A. Risk Factors			14
1B. Unresolved Staff Comments			19
2. Properties			19
3. Legal Proceedings			19
4. Submission of Matters to a Vote of Security Holders			19
Part II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			20
6. Selected Financial Data			22
7. Management’s Discussion and Analysis of Financial Condition and Results of Operation			23
7A. Quantitative and Qualitative Disclosures About Market Risk			32
8. Financial Statements and Supplementary Data			32
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			62
9A. Controls and Procedures			62
9B. Other Information			63
Part III
10. Directors, Executive Officers and Corporate Governance			63
11. Executive Compensation			63
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			63
13. Certain Relationships and Related Transactions, and Director Independence			63
14. Principal Accounting Fees and Services			63
Part IV
15. Exhibits, Financial Statement Schedules			63
Signatures			66
Exhibit 23.1
Exhibit 31.1
Exhibit 32.1

“SAFE HARBOR” STATEMENT UNDER THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

Statements that are not historical facts contained in this Annual Report on Form 10-K are forward looking statements that involve risk 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 forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. We cannot assure you that any of our expectations will be realized. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, without limitation, the timing of development of the areas where we may sell our water, including uncertainties related to the real estate market generally and the development of projects we currently have under contract, the market price of water, changes in customer consumption patterns, changes in applicable statutory and regulatory requirements, uncertainties in the estimation of water available under decrees, costs of delivery of water and treatment of wastewater, uncertainties in the estimation of costs of construction projects, the strength and financial resources of our competitors, our ability to find and retain skilled personnel, climatic and weather conditions, labor relations, availability and cost of material and equipment, delays in anticipated permit and construction dates, environmental risks, the results of financing efforts and the ability to meet capital requirements, and general economic conditions.

PART I

Item 1 — Business

Summary of our business

Pure Cycle Corporation is a water and wastewater service provider engaged in the design, construction, operation and maintenance of water and wastewater systems. We have a vertically integrated business model which provides us with control and efficiency in the provision of water and wastewater services by owning all components necessary to offer complete water and wastewater services. Having a vertically integrated system means we own all assets required to provide water and wastewater services, including the following:

•

Water rights used to provide domestic and irrigation water to customers;

•

Infrastructure required to withdraw, treat, store and deliver domestic water to customers;

•

Infrastructure required to collect, treat, store and reuse wastewater; and

•

Infrastructure required to treat and deliver reclaimed water for irrigation use by customers.

We currently provide water services to approximately 247 single family equivalent water connections and 157 single family equivalent wastewater connections located in the southeastern Denver metropolitan area. We plan to utilize our significant water assets, which are summarized below, to provide residential/commercial water and wastewater services to other customers located along the eastern slope of Colorado generally known as the “Front Range” (the area east of the Rocky Mountains extending essentially from Ft. Collins on the north to Colorado Springs on the south). Principally we are targeting the “I-70 corridor” which is located east of downtown Denver and south of the Denver International Airport. This area is predominately undeveloped and is expected to experience substantial growth over the next 30 years. Our ability to increase our customer base is dependent on new development in our targeted service area and on our ability to enter into contracts to deliver water and wastewater service with land owners, land developers, home builders, and municipalities.

Our water rights are described in detail in the Our Water Assets section below, but in general we own over 12,000 acre-feet of decreed groundwater and surface water rights in the Denver area and have the exclusive right to use, through the year 2081, approximately 13,400 acre-feet of decreed groundwater and surface water located at the “Lowry Range” (defined in the Our Water Assets – The Lowry Range Property section below). In addition to these Denver based assets, we also own approximately 60,000 acre-feet of Arkansas River water which is currently being used to irrigate approximately 17,500 acres of land we own in southeastern Colorado, and 70,000 acre-feet of conditionally decreed Colorado River water rights on the western slope of Colorado. Along the Front Range of Colorado, there are over 70 separate water providers with varying needs for replacement and new water supplies. We believe that we are well positioned to assist certain of these water providers in meeting their future water needs. Based on independent engineering estimates, our Denver portfolio can serve approximately 78,000 SFE’s, while our Arkansas River supplies (estimated to be approximately 40,000 acre feet per year of consumptive use water) can provide water service to an additional 100,000 SFE’s for a combined capacity of approximately 180,000 SFE’s.

Glossary of terms

The following terms are commonly used in the water industry and are used throughout our annual report:

•

Acre-foot – approximately 326,000 gallons of water, or enough water to cover an acre of ground with one foot of water. For some instances herein, as context dictates, acre feet is used to designate an annual decreed amount of groundwater or the amount of surface water that might be available during a typical year.

•

Consumptive Use – the amount of water that is evaporated, transpired, incorporated into products or crops, consumed by humans or livestock, or otherwise removed from the immediate water environment.

•

Customer Facilities – facilities that carry potable water and reclaimed water to customers from the Retail water distribution system and collect wastewater from customers and transfer it to the Retail wastewater collection system. Water and wastewater service lines, interior plumbing, meters and other components are typical examples of Customer Facilities. In many cases, portions of the Customer Facilities are constructed by the developer, but they are owned and maintained by the customer.

•

Retail Facilities – facilities that distribute water to and collect wastewater from an individual subdivision or community. Developers are typically responsible for the funding and construction of Retail Facilities. Once we certify that the Retail Facilities have been constructed in accordance with our design criteria, the developer dedicates the Retail Facilities to us or to a quasi-municipal political subdivision of the state and we operate and maintain the facilities.

•

Section – a parcel of land being one square mile and containing 640 acres.

•

Single Family Equivalent unit (“SFE”) – One SFE is a customer; whether residential, commercial or industrial; that imparts a demand on our 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. One SFE is assumed to have a water demand of approximately 0.4 acre-feet per year and to contribute wastewater flows of approximately 300 gallons per day

•

Special Facilities – facilities that are required to extend services to an individual development and are not otherwise classified as a typical “Wholesale Facility” or “Retail Facility.” Temporary infrastructure required prior to construction of permanent water and wastewater systems or transmission pipelines to transfer water from one location to another are examples of Special Facilities. We typically design and construct the Special Facilities using funds provided by the developer in addition to the normal rates, fees and charges that we collect from our customers. We are typically responsible for the operation and maintenance of the Special Facilities upon completion.

•

Wholesale Facilities – facilities that serve an entire service area or major regions or portions thereof. Wells, treatment plants, pump stations, tanks, reservoirs, transmission pipelines, and major sewage lift stations are typical examples of Wholesale Facilities. We own, design, construct, operate, maintain and repair Wholesale Facilities which are typically funded using rates, fees and charges that we collect from our customers.

Our Water Assets

This section should be read in conjunction with Item 1A – Risk Factors, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies and Use of Estimates, and Note 4 to the accompanying financial statements.

The $103.2 million of capitalized water costs on our balance sheet represent the costs of the water rights we own and the related infrastructure developed to provide water and wastewater services. We own or have the exclusive rights to use water in several river basins throughout Colorado, with our most significant assets being located in the Denver metropolitan area and the Arkansas River basin in southern Colorado. Each of these assets is explained in detail below.

Rangeview Water Supply and the Lowry Range

Our Rangeview Water

Our “Rangeview Water Supply” (defined below) includes a total of approximately 3,300 acre feet of tributary surface water, 25,050 acre feet of nontributary and not-nontributary groundwater rights, and storage rights associated with the Lowry Range.

Of the 25,050 acre feet of Lowry Range groundwater, we own approximately 11,650 acre feet of non-tributary and not-nontributary groundwater which we can “export” from the Lowry Range to supply water to nearby communities and developers in need of additional water supplies (this water asset is referred to as our “Export Water”). We also have the right to convert up to 1,650 acre feet of the Export groundwater to a similar amount of surface water for use off the Lowry Range. We hold the exclusive right to develop and deliver (through 2081) the remaining 13,400 acre feet of groundwater, along with the balance of the surface water, for use on the Lowry Range. Collectively we refer to these as our “Rangeview Water Supply.”

We acquired our Rangeview Water Supply in April 1996 pursuant to the following agreements, which collectively are referred to as the “Rangeview Water Agreements”:

(i)

The 1996 Amended and Restated Lease Agreement (the “Lease”) between the State Board of Land Commissioners (the “Land Board”) and the Rangeview Metropolitan District (the “District”), a quasi-municipal political subdivision of the State of Colorado,

(ii)

The Agreement for Sale of Export Water between us and the District, and

(iii)

The Service Agreement between us and the District for the provision of water service to the Lowry Range.

Pursuant to the Rangeview Water Agreements, we design, construct, operate and maintain the District’s water and wastewater systems to provide water and wastewater service to customers within the District’s 24,000 acre service area at the Lowry Range. In exchange for providing water service, we receive 95% of all amounts received by the District relating to water services, after deducting the required royalty to the Land Board, which initially totals 12% of gross revenues received from water sales. The Rangeview Water Agreements require us to charge customers fair market rates for water service based on the average of similar rates and charges at three nearby communities. See the Water and Wastewater Tap Fees section below.

Pursuant to the Wastewater Service Agreement (the “Wastewater Agreement”) between us and the District, we also design, finance, construct, operate and maintain the District’s wastewater system to provide wastewater service to customers within the District’s service area. In exchange for providing wastewater services, we receive 100% of the District’s wastewater tap fees and 90% of the District’s monthly wastewater service fees, as well as the right to use or sell the reclaimed water.

On the Lowry Range, we operate both the water and the wastewater systems during our contract period on behalf of the District, who owns the facilities for both systems. At the expiration of our contract term in 2081, ownership of the water system facilities servicing customers on the Lowry Range will revert to the Land Board, with the District retaining ownership of the wastewater facilities.

Off the Lowry Range, we use our Export Water as well as other supplies owned by us to provide water service to our customers and we own these facilities.

Historically we have contracted with third parties for the construction of these facilities, which is a practice we plan to continue.

The Lowry Range Property

The Lowry Range was acquired by the Land Board in the 1960’s and according to the Land Board it is one of the most complex and visible properties held in trust by the Land Board. Located in unincorporated Arapahoe County, about 20 miles southeast of Metro Denver, the Lowry Range is one of the largest contiguous parcels under single ownership next to a major metropolitan area in the United States. The Lowry Range is Approximately 26,000 acres in size or about 40 square miles of land. Of the 26,000 acres, we have the exclusive rights to provide water and wastewater services to approximately 24,000 acres.

In December 2006, the Land Board selected two development partners for the Lowry Range, one for a parcel designated by the Land Board as the Development Parcel (including approximately 3,800 acres of the Lowry Range) and one for a parcel designated as the Conservation Parcel (including approximately 17,000 acres). In June 2007, the Land Board entered into an agreement with a developer for sole development rights of six sections of the Lowry Range. Of this, we have the exclusive rights to provide water and wastewater services to two sections (or approximately 1,300 acres). As further detailed in Item 1A – Risk Factors, in January 2009, the developer withdrew from the project. We continue to work with the Land Board to develop the Lowry Range water assets for customers located on and off the Lowry Range using the Lowry Range’s surface and groundwater supplies in conjunction with a water management program to provide state-of-the-art, environmentally sensitive, sustainable water and wastewater services, at commercially reasonable rates. The Land Board to date has not finalized an agreement on the Conservation Parcel with its tentative partner.

Despite the developer’s withdrawal, our agreements with the District and the Land Board remain intact and we remain the exclusive water service provider to 24,000 acres of the Lowry Range. The Land Board continues to own the property and has stated its desire to continue to pursue its three-part vision for the Lowry Range which includes land development, conservation, and water resource development. However, we are not aware of any other projects planned by the Land Board and it may be some time before the Land Board commences another project. Beginning in the 1980’s and continuing with the Lease, we have been a dedicated partner with the Land Board in the pursuit of development opportunities at the Lowry Range. We continue to invest in and expand our capabilities to provide water and wastewater services to the Lowry Range and we look forward to continuing to work with the Land Board on these important and valuable assets.

Additionally, on June 1, 2009, the Colorado Supreme Court upheld the decision of the District Court, Water Division I, State of Colorado (“Water Court”) requiring the City of Aurora (“Aurora”) to remove three reservoir sites from its Water Court applications because the reservoir sites were already adjudicated to us pursuant to agreements with the Land Board. This process began in 2003 when Aurora filed an application for conditional water rights with the Water Court in which Aurora listed numerous potential sites for reservoirs for storage of its water rights. Three of the potential reservoir sites were located on the Lowry Range on reservoir sites which had been adjudicated by the District and the Land Board and for which the Land Board had previously granted the right to obtain rights-of-way and to construct reservoirs to the District.

Water supplies and water storage reservoirs are competitively sought throughout the west and along the Front Range of Colorado. We believe regional cooperation among area water providers in developing new water supplies and water storage provides the most cost effective way of expanding and enhancing service capacities for area water providers. We continue to discuss developing water supplies and water storage opportunities with area water providers.

Arkansas River Water

We own approximately 60,000 acre-feet of senior water rights in the Arkansas River basin. Currently this water is being used for agricultural purposes on the approximately 17,500 acres of real property we own in Southern Colorado, which is being leased to area farmers. The water rights we own are represented by over 21,600 shares of the Fort Lyon Canal Company (the “FLCC”), which is a non-profit mutual ditch company established in the late 1800’s to operate and maintain the 110-mile long Fort Lyon Canal between La Junta, Colorado and Lamar, Colorado. We acquired these assets on August 31, 2006, from High Plains A&M, LLC (“HP A&M”) pursuant to an asset purchase agreement (the “Arkansas River Agreement”). Pursuant to agreements we entered into with HP A&M, described in greater detail in Note 4 to the accompanying financial statements, the management of these farm leases is being performed by HP A&M through August 31, 2011. After that date, depending on certain factors described in the accompanying financial statements, HP A&M may extend the management services agreement, or we may assume management of the farms. Pursuant to the management services agreement, while HP A&M is managing the leases, HP A&M is responsible for all expenses associated with maintaining the leases with the exception of the water assessment fees paid to the FLCC, which fees are borne by us. As compensation for their management responsibilities, HP A&M retains all lease and certain other non-crop income associated with the farms and the water used thereon.

The farm land and related personal property and other non-water assets were acquired because the amount of water we will ultimately be permitted to develop for municipal purposes is based on the historical consumptive use of such water. We anticipate that approximately 40,000 acre-feet of the 60,000 acre-feet we own will be available for non-agricultural uses along the Front Range, but the Arkansas River Water will not be available for such purposes until we successfully file for a change of use in Water Court as described below. By owning the land and having the water continue to be used for agricultural purposes, we continue to maintain beneficial use of the water.

In order to use this water for municipal purposes we must file a change of use application with the Water Court. This will likely be a lengthy process and require a substantial amount of capital for legal and engineering services. If we successfully change the use of our water rights to include municipal uses, we would then need to construct a pipeline and other infrastructure to transport the water to the municipal customers, which could cost in excess of $500 million. Although we have not yet filed a change of use application. We are working with the FLCC and other interested parties in the Arkansas River Valley to mitigate any adverse impacts to the local communities and to make investments and decisions on farming operations which benefit continued agricultural operations as well as providing new municipal water supplies for the Front Range. We are conducting a rotational crop study program and participating in discussions with area interests including the Lower Arkansas Valley Super Ditch (“Super Ditch”), which is a group of Arkansas Valley irrigators that have assembled to study alternatives to traditional “buy and dry” agricultural-to-municipal water transfers.

Due to the renewable nature of surface water, owning this large portfolio of surface water allows us to more effectively market our water and wastewater services to customers in the Denver metropolitan market as well as other markets such as the Colorado Springs region. Timing of the development of the Arkansas River water will depend on the timing of new connections to our water and wastewater systems. We plan to fund the development of the Arkansas River water, much like the other water we own, by using proceeds generated from the sale of taps associated with new connections to our system. In addition to increasing our service capacities, the Arkansas River water may present additional market opportunities for us to assist other water providers in solving their long-term water supply needs for their existing and new connections. See also Item 1A – Risk Factors for additional information on the risks associated with a water transfer case and other risks associated with the Arkansas River water.

Arapahoe County Fairgrounds Agreement for Water Service

In 2005, we entered into an Agreement for Water Service (the “County Agreement) with Arapahoe County (the “County”) to design, construct, operate and maintain a water system for, and provide water services to, the Arapahoe County Fairgrounds (the “Fairgrounds”), which is located west of the Lowry Range. Pursuant to the County Agreement we purchased 321 acre-feet of water in 2008. Further details of the funding arrangements with the County are described in Note 4 to the accompanying financial statements.

Pursuant to the County Agreement we constructed various Wholesale and Special Facilities, including a new deep water well, a 175 foot tall, 500,000 gallon water tank and pipelines to transport water to the Fairgrounds. The construction of the Special and Wholesale facilities were completed in our fiscal 2006, and we began providing water service to the Fairgrounds on July 21, 2006.

Sky Ranch Water Supply and Water Service Agreements

The Sky Ranch property incorporates approximately 950 acres located four miles north of the Lowry Range along Interstate 70. As described in Item 1A – Risk Factors below, the developer of Sky Ranch currently has a plan of liquidation pending in federal bankruptcy court. We are party to two Water Service Agreements (the “Sky Ranch Agreements”) with the developer of Sky Ranch which, based on the approved preliminary development plans, obligate us to provide water service to the homes, businesses, schools and other customers at the development, which could include service to up to 4,850 SFEs. The Sky Ranch Agreements also grant us the right to purchase a total of 760 acre feet of water located beneath Sky Ranch as described in greater detail in Note 4 to the accompanying financial statements. Due to the pending bankruptcy proceeding, the timing of development at Sky Ranch, if any, and the status of the Sky Ranch Agreements, is uncertain.

Paradise Water Supply

In 1987 we acquired the conditional rights to build a 70,000 acre-foot reservoir to store Colorado River tributary water and a right-of-way permit from the U.S. Bureau of Land Management for property at the dam and reservoir site (collectively known as our “Paradise Water Supply”). Due to the significant development costs of water assets along the western slope and agreements with other western slope water interests, the use of our Paradise Water Supply is limited to opportunities along the western slope. See discussion of impairment analysis in the Critical Accounting Policies section below for more information. See also Note 4 to the accompanying financial statements for information concerning the Finding of Reasonable Diligence review by the State Engineer.

Well Enhancement and Recovery Systems

In January 2007, we, along with two other parties (each of whom own 1/3^rd of the venture), formed Well Enhancement and Recovery Systems, LLC (“Well Enhancement LLC”), to develop a new deep water well enhancement tool and process which we believe will increase the efficiency of wells into the Denver Basin groundwater formation. In our fiscal 2008, the well enhancement tool and process was completed and tested on two deep water wells developed by an area water provider with favorable results. According to studies performed by an independent hydro-geologist, preliminary results indicate the well enhancement tool effectively increased the production of the two test wells by approximately 80% and 83% when compared to that of nearby wells developed in similar formations at similar depths. Based on the positive results of the test wells, we continue to refine the process of enhancing deep water wells and anticipate marketing the tool to area water providers. We did not utilize the well enhancement tool during 2009 due to a lack of wells being drilled in the Denver metropolitan market. During the fiscal years ended August 31, 2009, 2008 and 2007, Well Enhancement LLC expensed approximately $17,100, $143,600 and $106,700, respectively, for research and development activities. Since we are a 1/3^rd owner of Well Enhancement LLC, we recorded approximately $7,900, $48,700 and $35,600, respectively, of Well Enhancement LLC’s losses for the fiscal years ended August 31, 2009, 2009 and 2007.

Revenues

We generate revenues predominately from three sources:

1.

Water and wastewater tap fees,

2.

Construction fees, and

3.

Monthly service fees.

We typically negotiate the payment terms for tap fees, construction fees, and other water and wastewater service fees with each developer, builder or municipality before we commit to providing service and before construction of the project commences.

Water and Wastewater Tap Fees

Tap fees are paid by the developer in advance of construction activities and are non-refundable. Tap fees are typically used to fund construction of the Wholesale Facilities and defray the acquisition costs of obtaining water rights.

Pursuant to our Rangeview Water Agreements with the District and the Land Board, pricing for water tap fees (as well as water usage charges described further below) is controlled through a market-driven pricing mechanism in which our rates and charges may not exceed the average of similar rates and charges of three nearby water providers. Due to increases in tap fees at these communities, effective July 1, 2009, water tap fees increased $1,000 to $22,500 per SFE, which is a 4.7% increase over the 2008 water tap fee. Wastewater tap fees remained unchanged at $4,883. Table A provides a summary of our water tap fees since 2003:

Table A — Water System Tap Fees

		2009				2008				2007				2006				2005				2004				2003
Water tap fees per SFE		$	22,500			$	21,500			$	20,000			$	16,840			$	14,740			$	12,420			$	11,150
Percentage Increase			4.7	%			7.5	%			18.8	%			14.2	%			18.7	%			11.4	%			6.2	%

Tap fees revenues are deferred and recognized in the statement of operations as income as described in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies and Use of Estimates and Note 2 to the accompanying financial statements.

Developers owning rights to either surface water or groundwater underlying their properties may receive a credit against a portion of their water tap fees if they elect to sell their water to us, which is negotiated at the time of the service agreement.

Construction Fees

Construction fees are fees we receive, typically in advance, from developers, for us to build certain infrastructure such as Special Facilities. Construction revenues are deferred and recognized in the statement of operations as income as described in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies and Use of Estimates and Note 2 to the accompanying financial statements.

Monthly Service Fees

Monthly water usage charges are assessed to our customers based on actual metered usage each month. Water usage pricing uses a tiered pricing structure which is capped at the average of the prices charged by the same three surrounding water providers used as the basis for our water tap fees. Despite increases by these water providers, in 2009 we chose not to increase our monthly usage rates in order to provide more competitive usage charges in our service area; however, the tiered pricing structure has increased over the past several years as noted in Table B below:

Table B — Tiered Water Usage Pricing Structure

		Price ($ per thousand gallons)
Amount of consumption		2009				2008				2007				2006				2005				2004
Base charge per SFE		$	25.11			$	25.11			$	25.11			$	20.44			$	20.28			$	19.80
0 gallons to 10,000 gallons		$	2.55			$	2.55			$	2.55			$	2.58			$	2.46			$	2.40
10,001 gallons to 20,000 gallons		$	3.35			$	3.35			$	3.35			$	3.34			$	3.17			$	3.10
20,001 gallons and above		$	5.96			$	5.96			$	5.96			$	5.90			$	5.54			$	5.40

Water revenues are sensitive to timing and volume of water use, meaning the more water used by a customer in a given month, the higher the cost of additional incremental water deliveries to the customer. Based on this, for a typical residential customer using approximately 0.4 acre-feet of water annually, during a typical weather year, water usage fees total approximately $673 per year.

Wastewater customers are charged a flat monthly fee of $39.50 per SFE, or $474 per year per SFE, which was last increased on July 1, 2007 from $34.80 per SFE, an increase of 13.5%.

We also collect other immaterial fees and charges from residential customers and other end users to cover miscellaneous administrative and service expenses, such as application fees, review fees and permit fees.

Land Board Royalties and District Fees

Pursuant to the Rangeview Water Agreements, the Land Board is entitled to royalty payments based on a percentage of revenues earned from water sales that utilize water from the Lowry Range or Export Water. The calculation of royalties depends on whether the customer is located on the Lowry Range or elsewhere, and whether the customer is a public or private entity. In addition, the District is entitled to retain 5% of amounts collected with respect to water sales to customers located on the Lowry Range, after deducting the royalty payment to the Land Board.

Pursuant to the Wastewater Agreement, the District is entitled to 10% of our wastewater service charge revenue (not including wastewater tap fees) from customers on the Lowry Range. The Land Board does not receive a royalty from wastewater services.

Lowry Range Customers

For services to customers located on the Lowry Range, the District collects fees from customers, pays the royalties to the Land Board, retains its own fee, and remits the remainder to us. Water service related payments from customers on the Lowry Range generate royalties to the Land Board at a rate of 12% of gross revenues. When either (i) metered production of water used on the Lowry Range in any calendar year exceeds 13,000 acre-feet or (ii) 10,000 surface acres on the Lowry Range have been rezoned to non-agricultural use, finally platted and water tap agreements have been entered into with respect to all improvements to be constructed on such acreage, the Land Board may elect, at its option, to receive, in lieu of its royalty of 12% of gross revenues, 50% of the net profits derived by the District and Pure Cycle after the Land Board’s election from the sale or other disposition of water on the Lowry Range. To date neither of these conditions has been met and such conditions are not likely to be met any time soon.

Export Water Customers

Payments for Export Water also generate royalty payments to the Land Board. These royalties vary depending on a number of factors. When we withdraw, treat and deliver water to customers located off the Lowry Range, incurring the costs related to this process, royalties to the Land Board are based on our “Net Revenues,” (which are defined as: gross revenues less costs, including reasonable overhead allocations, incurred as a direct and indirect result of incremental activity associated with the withdrawal, treatment and delivery of the water). Royalties payable to the Land Board for Export Water sales escalate based on the amount of Net Revenue we receive and are lower for sales to a water district or similar municipal or public entity than for sales to a private entity as noted in Table C:

Table C — Royalties for Export Water Sales

		Royalty Rate
		Private				Public
Net Revenues		Entity				Entity
$0 – $45,000,000			12	%			10	%
$45,000,001 – $60,000,000			24	%			20	%
$60,000,001 – $75,000,000			36	%			30	%
$75,000,001 – $90,000,000			48	%			40	%
Over $90,000,000			50	%			50	%

Our Current Operations

We designed, built and operate water and wastewater systems that serve customers both on the Lowry Range as well as customers off the Lowry Range including the Arapahoe County Fairgrounds.

During fiscal 2009 we delivered approximately 33.9 million gallons of potable water to our customers. On average, this equates to approximately 830,000 gallons per month during the winter and over six (6) million gallons per month during the summer. Our wastewater treatment facility has a permitted capacity of 130,000 gallons per day and currently receives about 40,000 gallons per day.

We operate and maintain all of our water and wastewater facilities with limited assistance from third party contractors. We designed, constructed and operate the facilities serving customers on the Lowry Range and plan to operate this system, together with facilities serving customers in areas outside the Lowry Range, in an integrated manner to capitalize on economies of scale and ensure the most efficient use of our water. Currently we provide service to approximately 247 single family equivalent water connections and 157 single family wastewater connections both on and off the Lowry Range.

Significant Customers

Table D lists the customers which accounted for 10% of more of our revenues for the fiscal years ended August 31, 2009, 2008 and 2007, respectively.

Table D — Significant Customers

		% of Water Usage Fees
		2009				2008				2007
Ridgeview Youth Services Center			72	%			71	%			67	%
Schmidt Aggregates			13	%			15	%			20	%
Combined			85	%			86	%			87	%

		% of Wastewater Service Fees
		2009				2008				2007
Ridgeview Youth Services Center			100	%			100	%			100	%

Our Projected Operations

This section should be read in conjunction with Item 1A – Risk Factors.

We design, construct and operate our existing and future water and wastewater facilities using advanced water purification and wastewater treatment technologies which allow us to use our water supplies in an efficient and environmentally friendly manner. We plan to develop our water and wastewater systems in stages to efficiently meet increasing demands in our service areas, thereby reducing the amount of up-front capital costs required for construction. We use third party contractors to construct our facilities as needed. We employ licensed water and wastewater operators to operate our water and wastewater systems. As our systems expand, we expect to hire additional personnel to operate our systems, read meters, bill customers, and manage our operations. We plan to take advantage of advanced technologies, such as systems that enable meter readings and billings to be done remotely, to keep labor and other operating costs low.

Our water and wastewater systems conjunctively use surface and groundwater supplies and storage of raw water and highly treated effluent supplies to provide a balanced sustainable water supply for our customers. Integrating conservation efforts with effective water reuse makes our water and wastewater systems environmentally responsible.

Our Denver based supplies are a valuable, locally available, resource located near the point of use. This enables us to incrementally develop infrastructure to produce, treat and deliver water to customers based on their growing demands. Adding our locally available supplies to our intermediate and longer term supplies from the Arkansas River balances both current and ongoing supplies to meet the growing water demands in the Front Range market.

Our Arkansas River supplies are located in southeast Colorado and will require an approximately 130-mile pipeline and water treatment and pumping facilities with an estimated cost of over $500 million to deliver the water to Front Range customers. We are currently investigating various pipeline alignments and potential partnerships for construction of these facilities. We are also in discussion with the Arkansas Valley Super Ditch which is studying the feasibility of developing a system-wide mechanism to transfer water from the Arkansas River basin to water short regions through a rotational crop fallowing program. Converting the Arkansas Water to municipal use and constructing a delivery system will be a long-term process, but one which will allow us to work closely with those who might benefit or otherwise be impacted by any water transfers. The development of this water will require us to apply for a change of use application in the Water Court which is anticipated to take from one to more than three years and require a significant capital investment. However, we do not plan on starting this process in the near term and anticipate that the tap fees and usage fees from taps sold utilizing our Rangeview Water Supply, along with funding from other pipeline partners, will be sufficient to fund the water delivery facilities.

Based on our initial development plans, we expect the development of our Rangeview Water Supply to require a significant number of high capacity deep water wells. We anticipate drilling separate wells into each of the three principal aquifers located beneath the Lowry Range. Each well is intended to deliver water to central water treatment facilities for treatment prior to delivery to customers. Development of our Lowry Range surface water supplies will require facilities to divert surface water to storage reservoirs to be located on the Lowry Range and treatment facilities to treat the water prior to introduction into our distribution systems. Surface water diversion facilities will be designed with capacities to divert the surface water when available (particularly during seasonal events such as spring run-off and summer storms). Based on preliminary engineering estimates, the full build-out of water facilities (including diversion structures, transmission pipelines, reservoirs, and water treatment facilities) on the Lowry Range will cost in excess of $340 million and will accommodate water service to customers located in and outside the Lowry Range.

Rangeview Metropolitan District

The District is a quasi-municipal corporation and political subdivision of Colorado formed in 1986 for the purpose of providing water and wastewater service to the Lowry Range. The District is required to utilize the 13,400 acre-feet of water leased to it by the Land Board to serve customers on the Lowry Range.

The District is run by an elected board of directors. The only eligible voters and the only persons eligible to serve as directors are the owners of property within the boundaries of the District. We own certain rights to the real property which encompasses the current boundaries of the District. The current directors of the District are Mark W. Harding and Scott E. Lehman (both employees of Pure Cycle), and an independent board member.

We are party to a Right of First Refusal Agreement with the owners of the property comprising the District. Pursuant to a tenancy in common agreement, in the event of death, bankruptcy or incompetence of any tenant, that tenant’s estate or representative must offer the property interest of that tenant to the remaining tenants for purchase. If the remaining tenants do not purchase all of such person’s interest, the property must be offered to us pursuant to the Right of First Refusal Agreement. In addition, if any tenant wants to sell his interest in the parcel, such tenant must find a bona fide buyer and then offer the property to us. We have the right, at our option, to buy the property by matching the terms of the bona fide third party offer or by paying the appraised value of the property as determined by independent appraisers. A tenant may also negotiate a sale directly with us if he elects not to locate a bona fide buyer. Each of the directors listed above currently owns an undivided interest in the land comprising the District. Under applicable Colorado law, entities are not qualified to serve as directors of municipal districts and may not vote. Our President and Corporate Secretary serve as elected members of the board of directors of the District. Pursuant to Colorado law, directors receive $100 for each board meeting or a maximum of $1,600 per year.

We and the District’s board of directors transact business on an arms-length basis. Potential conflicts of interest of the directors in transactions between us and the District are disclosed in filings with the Colorado Secretary of State. The District and we were each represented by separate legal counsel in negotiating the Rangeview Water Agreements and those agreements were approved by the independent members of the District’s board and by the Land Board at the time they were entered into.

It is likely that at some point in the future, the District’s board of directors will be comprised entirely of independent directors. As the Land Board develops the Lowry Range, landowners on the Lowry Range may petition to include their land within the District’s boundaries. Provided such petition complies with applicable law, the District is required by the Rangeview Water Service Agreements to proceed with due diligence to include the area designated in such petition within the District’s boundaries. As the District’s boundaries expand, the base of persons eligible to serve as directors and eligible to vote will also increase.

Water and Growth in Colorado

In 2009, the Colorado economy, much like that of the US as a whole, has experienced a continuing recession. Housing starts fell nearly 60% over the prior year and the unemployment rates rose to 7.3% in August 2009, as compared to 4.9% in August 2008. Despite this, the Denver Regional Council of Governments (“DRCOG”), a voluntary association of over 50 county and municipal governments in the Denver metropolitan area, estimates that the Denver metropolitan area population will increase by about 44% from today’s 2.7 million people to 3.9 million people by the year 2030. A recent Statewide Water Supply Initiative report by the Colorado Water Conservation Board estimates that the South Platte River basin, which includes the Denver metropolitan region, will grow from a current population of approximately 3.2 million to approximately 4.9 million by the year 2030; while the state populations increases from 4.7 million to 7.2 million. Accordingly, approximately 70% of the projected state population increase is anticipated to occur within the South Platte River basin. Significant increases in Colorado’s population, particularly in the Denver metro region and other areas in the water short South Platte River basin, together with increasing agricultural, recreational, and environmental water demands will intensify competition for water supplies. Estimated population increases brings increased demand for water services; exceeding what municipal service providers are currently capable of providing especially during drought conditions. The Statewide Water Supply Initiative estimates that population growth in the Denver region and the South Platte River Basin will result in additional water supply needs of over 400,000 acre feet by the year 2030, which must be met with new water sources. Many cities and municipalities require property developers to demonstrate they have sufficient water supplies for their proposed projects before considering rezoning or annexation applications. Based on this, we focus our water marketing activities to developers and homebuilders that are active along the Colorado Front Range as well as other area water providers in need of additional supplies.

Colorado’s future water supply needs will be met through conservation, reuse and the development of new supplies. Our rules and regulations for water and wastewater service call for adherence to strict conservation measures, including low flow water fixtures, high efficiency appliances, and advanced irrigation control devices. Additionally, our systems are designed and constructed using a dual-pipe water distribution system that has one pipe to supply customers with high quality potable drinking water and a second pipe to supply raw or reclaimed water for irrigation. Typically, about one-half of the water needed to meet Denver-area residential water demands is used for lawn and outdoor landscape irrigation. Along with most major water providers, we believe that raw or reclaimed water supplies provide the lowest cost water for irrigation. Our systems will include an extensive water reclamation system, in which essentially all effluent water from wastewater treatment plants will be reused to meet non-potable water demands. This will enhance our ability to provide quality water service and reinforce the importance of water reuse and our commitment to environmentally responsible water management policies.

Competition

We negotiate individual service agreements with developers and/or homebuilders, cities and municipalities to design, construct and operate water and wastewater systems and to provide services. These service agreements address all aspects of the development of the water and wastewater systems including:

(i)

The purchase of water and wastewater taps in exchange for our obligation to construct the Wholesale Facilities,

(ii)

The establishment of payment terms, timing, capacity and location of Special Facilities (if any), and

(iii)

Specific terms related to our provision of ongoing water and wastewater services.

Although we have exclusive long-term water and wastewater service contracts for the majority of the Lowry Range (we currently have the exclusive rights to serve two of the six development sections currently proposed at the Lowry Range), providing water service using our Export Water and Arkansas River water is subject to competition. Moreover, competitors have attempted to challenge our exclusive rights to service the Lowry Range. See Item 1A – Risk Factors – Lowry Range below. Alternate sources of water are available, principally from other private parties, such as farmers or others owning senior water rights that have historically been used for agriculture, and from municipalities seeking to annex new development areas in order to increase their tax base. Our principal competition in areas close to the Lowry Range is the City of Aurora, which has the ability to offer potential purchasers incentives, such as annexation and tax credits, which we cannot. The other principal factors affecting competition for potential purchasers of our Arkansas River water and Export Water include the availability of water for the particular purpose, the cost of delivering the water to the desired location and the reliability of the water supply during drought periods. We believe the water assets we own and have the exclusive right to use, which have a supply capacity of approximately 180,000 SFE units, provide us a significant competitive advantage along the Front Range. Our legal rights to the Rangeview Water Supply have been confirmed for municipal use and a significant portion of our water supply is close to Denver area water users. Our pricing structure is competitive and our water portfolio is well balanced with senior surface water rights, groundwater rights, storage capacity and reclaimed water supplies.

Employees

We currently have three full-time employees and one part-time employee.

Available Information and Website Address

Our website address is www.purecyclewater.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after filing with the SEC. They also may be obtained directly from the SEC’s website, www.sec.gov/edgar/searchedgar/companysearch.html, under CIK code 276720. The contents of our website are not incorporated by reference into this report.

Item 1A — Risk Factors

Our business, operations, and financial condition are subject to significant risks. These risks include those listed below and may include additional risks of which we are not currently aware or which we currently do not believe are material. If any of the events or circumstances described in the following risk factors actually occurs, our business could be materially adversely affected. These risks should be read in conjunction with the other information set forth in this report.

We are dependent on the development of the Lowry Range, Sky Ranch, and other areas near our Rangeview Water Supply that are potential markets for our Rangeview Water Supply.

Providing water service using our Rangeview Water Supply is one of our principal sources of future revenue. The timing and amount of these revenues will depend significantly on the development of the Lowry Range, Sky Ranch and other potential developments near our Rangeview Water Supply and along the Colorado Front Range. The development of these areas is not within our control.

Lowry Range

As noted in Item 1 – Business, in June 2007, the Land Board entered into an agreement with a developer for the sole development rights of six sections (or approximately 3,900 acres) of the Lowry Range. Of this, approximately two sections (or approximately 1,300 acres) were subject to our service rights under the Lease. In January 2009, the developer withdrew from the development agreement. The Land Board continues to own the property, however; we are not aware of any other projects planned by the Land Board and it may be some time before the Land Board commences another project. Even if the Land Board does proceed with another development plan, there can be no assurance that development will occur or that water sales will occur on acceptable terms or in the amounts or time required for us to support our costs of operation.

Additionally, certain of our rights on the Lowry Range have been challenged. On June 1, 2009, the Colorado Supreme Court upheld the decision of the Water Court requiring the City of Aurora to remove certain reservoir sites from its Water Court applications because the reservoir sites were already adjudicated to us pursuant to agreements with the Land Board. While Aurora has been unsuccessful so far in obtaining rights to the adjudicated reservoirs under the Lease, additional legal action may become necessary to enforce our rights to the reservoirs and to provide water and wastewater service to the Lowry Range. If additional legal proceedings become necessary and our rights under the Lease are adversely ruled upon in such legal proceedings, it could materially adversely impact the value of our interests, including the value of our Rangeview Water Supply.

Our surface water interests and reservoirs sites at the Lowry Range are conditional decrees and are subject to a Finding of Reasonable Diligence from the Water Court every six years. To arrive at that finding, the Water Court must determine that we, together with the Land Board, continue to diligently pursue the development of the water rights. If the Water Court is unable to make such a finding, these portions of the Lowry Range water supply could be lost. The Lowry Range conditional decrees are currently under their first review by the Water Court to determine if such decrees meet the diligence criteria. If the Water Court does not make a determination of reasonable diligence, it would materially adversely impact the value of our interests in the Rangeview Water Supply.

Because of the prior use of the Lowry Range as a military facility, environmental clean-up may be required prior to development, including the removal of unexploded ordnance. There is often significant delay in adoption of development plans, as the political process involves many constituencies with differing interests. In the event water sales are not forthcoming or development of the Lowry Range is delayed indefinitely, we would need to incur additional short or long-term debt obligations or seek to sell additional equity to generate operating capital, and there are no assurances that we would be successful in obtaining additional operating capital. In addition, the Land Board may not develop large portions of the Lowry Range significantly limiting our ability to utilize the non-Export Water specifically reserved for use on the Lowry Range.

Sky Ranch

The developer of Sky Ranch has filed a plan of liquidation in bankruptcy court, which remains pending. There has been no resolution of our claims against the developer of Sky Ranch and we do not know how the liquidation will impact our agreements with Sky Ranch or the Sky Ranch property. The Sky Ranch Agreements could be rejected in the bankruptcy proceeding leaving us with unsecured damage claims which would likely have little or no value. In addition to our claims against the developer, a bank holds a security interest in the entire Sky Ranch development, including our agreements. We are not aware of the bank’s intentions with respect to its rights in the development. Until these issues are resolved, there will be no development and consequently no sales of water taps or water at Sky Ranch. We cannot reasonably predict how long this process will take or whether any of our rights related to Sky Ranch will have any value following the liquidation of the Sky Ranch developer.

The Colorado housing market and economic conditions could adversely affect our operations.

Our operations are affected by general economic conditions and the pace and location of real estate development activities in the greater Denver metropolitan area, most particularly areas which are close to our Rangeview Water Supply. Since 2006, the Colorado housing market has seen significant declines in new construction, which could continue for some time. The current instability in the credit markets has exacerbated the decline in demand for new homes. New connections to our water and wastewater systems depend on real estate development in our service areas. We have no ability to control the pace and location of real estate development activities which affect our business. If the downturn in the homebuilding and credit markets continues, intensifies, or if the national economy weakens further and economic concerns intensify, it could have a significant negative impact on our business.

We are involved in on-going discussion with the Land Board to clarify our rights and obligations with respect to our Rangeview Water Supply and such negotiations may not be successful.

Our Rangeview Water Supply rights derive principally from the Lease between the Land Board and the District which was entered into in 1996 prior to any development of the Lowry Range or of areas outside the Lowry Range that utilize our Export Water. The terms of the Lease did not fully anticipate the specific circumstances of development that have arisen and may not clearly delineate rights and responsibilities for the forms of transactions that may arise in the future. We are involved in ongoing discussions with the Land Board to clarify the terms of the Lease. An unfavorable outcome in such discussion could have a material adverse effect on our financial results.

In order to utilize the Arkansas River water acquired in fiscal 2006, we must apply for a change of use with the Water Court and this may take several years to complete.

The change of use of our Arkansas River water requires a favorable ruling by the Water Court, which could take several years and be a costly and contentious effort since it is anticipated that many parties will oppose the change of use and the transfer of the water. There are several conditions which must be satisfied prior to our receiving a change of use decree for transfer of our Arkansas River water. One condition that we must satisfy is a showing of anti-speculation in which we, as the applicant, must demonstrate that we have contractual obligations to provide water service to customers prior to the Water Court ruling on the transfer of a water right. The Water Court is also expected to limit the transfer to the “consumptive use” portion of the water right and to address changing the historic use of the water from agricultural uses to other uses such as municipal and industrial use. We expect to face opposition to any consumptive use calculations of the historic agricultural uses of this water. The Water Court may impose conditions on our transfer of the water rights such as requiring us to mitigate the loss of the farming tax base, imposing re-vegetation requirements to convert soils from irrigated to non-irrigated, and imposing water quality measures. Any such conditions will likely increase the cost of transferring the water rights.

We may not be able to obtain sufficient capital to develop our water rights, in particular the Arkansas River water.

Development of water rights requires a substantial capital investment. We anticipate financing water and wastewater systems primarily through the sale of water taps and water delivery charges to users. However, we cannot assure you that these sources of cash will be sufficient to cover our capital costs. Moreover, the development of the Arkansas River water will require a pipeline and other infrastructure to deliver the water to the Front Range, which is anticipated to cost over $500 million. We likely would be required to partner with others to finance a project of this magnitude and there is no assurance we would be able to obtain the financing necessary to develop our Arkansas River water.

Our valuation of the Tap Participation Fee payable to HP A&M contains estimates and management assumptions. The actual results could differ significantly from those estimates.

As part of our acquisition of the Arkansas River water rights from HP A&M, we granted HP A&M a tap participation fee entitling HP A&M to receive ten percent (10%) of the gross proceeds of our sales of forty thousand (40,000) water taps (the “Tap Participation Fee”). For accounting purposes we have estimated the fair value of the Tap Participation Fee payable to HP A&M using available historic market information and estimated future market data and projections. We believe the estimates we used reasonably reflect the fair value of the Tap Participation Fee. Accounting estimates involve matters of uncertainty and judgment and interpreting relevant market data is inherently subjective in nature. Many factors are necessary to estimate future market conditions, including but not limited to, supply and demand for new homes, population growth along the Front Range, tap fee increases at our rate-base districts, and other market forces beyond our control. The actual results could differ materially from the accounting estimates reflected in our balance sheet which would result in significant changes to the fees being paid to HP A&M and to the imputed interest being reflected on our future statements of operations associated with the Tap Participation Fee.

In the event of default by HP A&M on any of the promissory notes secured by deeds of trust on our properties, we would be required to cure the defaults or lose the properties.

Certain of the real properties we acquired from HP A&M are subject to promissory notes, aggregating approximately $12.0 million in principal and interest as of August 31, 2009. The notes are secured by deeds of trust on the properties we own, but are solely the responsibility of HP A&M. Because of HP A&M’s financial position and the substantial penalties imposed on HP A&M in the event of a default, the likelihood of HP A&M defaulting on the notes is deemed remote. As a result the promissory notes are not reflected on our balance sheet. However, if HP A&M was to default on any of the notes, and the defaults were not cured, we would lose up to approximately 60 of the 80 real properties we acquired which equates to approximately 75% of our Arkansas River water rights.

Our net losses may continue and we may not have sufficient liquidity to pursue our business objectives.

We have experienced significant net losses and could continue to incur net losses. For the fiscal years ended August 31, 2009, 2008 and 2007, we had net losses of approximately $5.7 million, $6.9 million and $6.9 million, respectively, on revenues of approximately $260,200, $282,400 and $265,700, in the respective periods. Our cash flows from operations have not been sufficient to fund our operations in the past, and we have been required to raise debt and equity capital to remain in operation. Since 2004, we have raised approximately $21.5 million through the issuance of common stock to support our operations. Our ability to fund our operational needs and meet our business objectives will depend on our ability to generate cash from future operations. If our future cash flows from operations and other capital resources are not sufficient to fund our operations and the significant capital expenditure requirements to build our water delivery systems, we may be forced to reduce or delay our business activities, or seek to obtain additional debt or equity capital, which may not be available on acceptable terms, or at all.

The rates we are allowed to charge customers on the Lowry Range are limited by the Lease with the Land Board and our contract with the District and may not be sufficient to cover our costs of construction and operation.

The prices we can charge for our water and wastewater services on the Lowry Range are subject to pricing regulations set in the Lease with the Land Board. Both the tap fees and our usage rates and charges are capped at the average of the rates of three surrounding water providers. Annually we survey the tap fees and rates of the surrounding providers and we typically adjust our tap fees and rates and charges based on the average of those charged by this group. Our costs associated with the construction of water delivery systems and the production, treatment and delivery of our water are subject to market conditions and other factors, which may increase at a significantly greater rate than the prices charged by the three surrounding providers. Factors beyond our control and which cannot be predicted, such as drought, water contamination and severe weather conditions, like tornadoes and floods, may result in additional labor and material costs that may not be recoverable under our rate structure. Either increased customer demand or increased water conservation may also impact the overall cost of our operations. If the costs for construction and operation of our water services, including the cost of extracting our groundwater, exceed our revenues, we would be providing service to the Lowry Range at a loss. We may petition the Land Board for rate increases; however, there can be no assurance that the Land Board would approve a rate increase request.

We have three full time employees and may not be able to manage the increasing demands of our expanding operations.

We currently have three employees to administer our existing assets, interface with applicable governmental bodies, market our services and plan for the construction and development of our future assets. We may not be able to maximize the value of our water assets because of our limited manpower. We depend significantly on the services of Mark W. Harding, our President. The loss of Mr. Harding would cause a significant interruption of our operations. The success of our future business development and ability to capitalize on growth opportunities depends on our ability to attract and retain additional experienced and qualified persons to operate and manage our business. State regulations set the training, experience and qualification standards required for our employees to operate specific water and wastewater facilities. Failure to find state-certified and qualified employees to support the operation of our facilities could put us at risk, among other things, for operational errors at the facilities, for improper billing and collection processes, and for loss of contracts and revenues. We cannot assure you that we can successfully manage our assets and our growth.

We may be adversely affected by any future decision by the Colorado Public Utilities Commission to regulate us as a public utility.

The Colorado Public Utilities Commission (“CPUC”) regulates investor-owned water companies operating for the purpose of supplying water to the public. The CPUC regulates many aspects of public utilities’ operations, including establishing water rates and fees, initiating inspections, enforcement and compliance activities and assisting consumers with complaints.

We do not believe we are a public utility under Colorado law. We currently provide services by contract to the District, which supplies the public. Quasi-municipal metropolitan districts, such as the District, are exempt by statute from regulation by the CPUC. However, the CPUC could attempt to regulate us as a public utility. If this were to occur, we might incur significant expense challenging the CPUC’s assertion of jurisdiction, and we may be unsuccessful. In the future, existing regulations may be revised or reinterpreted, and new laws and regulations may be adopted or become applicable to us or our facilities. If we become regulated as a public utility, our ability to generate profits could be limited and we might incur significant costs associated with regulatory compliance.

There are many obstacles to our ability to sell our Paradise Water Supply.

We currently earn no revenues from our Paradise Water Supply, which as of August 31, 2009 has a recorded cost of approximately $5.5 million. Our ability to convert our Paradise Water Supply into an income generating asset is limited. Due to the cost of developing western slope water and agreements with other western slope water interests, our use of the Paradise Water Supply is limited to opportunities along the western slope. As part of our Water Court decree for the Paradise Water Supply, we are permitted to construct a storage facility on the Colorado River. However, due to a stipulation entered into with various objectors to our Paradise Water rights and the strict regulatory requirements for constructing a reservoir on the main stem of the Colorado River, we do not anticipate completing the storage facility at its decreed location. We cannot assure you that we will ever be able to make use of this asset or sell the water profitably.

Our Paradise Water Supply is also conditioned on a Finding of Reasonable Diligence from the Water Court every six years. To arrive at that finding, the Water Court must determine that we continue to diligently pursue the development of the water rights. If the Water Court is unable to make such a finding, our right to the Paradise Water Supply would be lost and we would be required to impair the Paradise Water Supply asset and incur a $5.5 million charge against earnings. The fiscal 2005 review was completed in 2008 but not without objectors and not without us having to agree to certain stipulations to remove the objections. In order to continue to maintain the Paradise water right, over the next six years we must (i) select an alternative reservoir site; (ii) file an application in Water Court to change the place of storage; (iii) identify specific end users and place(s) of use of the water; and (iv) identify specific source(s) of the water rights for use.

Conflicts of interest may arise relating to the operation of the District.

Our officers and employees constitute a majority of the directors of the District. Pure Cycle, along with our officers and employees and one unrelated individual, own, as tenants in common, the 40 acres that form the District. We have made loans to the District to fund its operations. At August 31, 2009, total principal and interest owed to us by the District was approximately $507,800. The District is a party to our agreements with the Land Board and receives fees of 5% of the revenues from the sale of water on the Lowry Range. Proceeds from the fee collections will initially be used to repay the District’s obligations to us, but after these loans are repaid, the District is not required to use the funds to benefit Pure Cycle. We have received benefits from our activities undertaken in conjunction with the District, but conflicts may arise between our interests and those of the District, and with our officers who are acting in dual capacities in negotiating contracts to which both we and the District are parties. We expect that the District will expand when more properties are developed and become part of the District, and our officers acting as directors of the District will have fiduciary obligations to those other constituents. There can be no assurance that all conflicts will be resolved in the best interests of Pure Cycle and its shareholders. In addition, other landowners coming into the District will be eligible to vote and to serve as directors of the District. There can be no assurances that our officers and employees will remain as directors of the District or that the actions of a subsequently elected board would not have an adverse impact on our operations.

We are required to maintain stringent water quality standards and are subject to regulatory and environmental risks.

We must provide water that meets all federal and state regulatory water quality standards and operate our water and wastewater facilities in accordance with these standards. We face contamination and pollution issues regarding our water supplies. Improved detection technology, increasingly stringent regulatory requirements, and heightened consumer awareness of water quality issues contribute to an environment of increased focus on water quality. We cannot assure you that in the future we will be able to reduce the amounts of contaminants in our water to acceptable levels. In addition, the standards that we must meet are constantly changing and becoming more stringent. Future changes in regulations governing the supply of drinking water and treatment of wastewater may have a material adverse impact on our financial results.

In October 2009, the Water Quality Control Division of the Colorado Department of Public Health and Environment advised us of proposed changes to the discharge permit for the District’s Coal Creek wastewater reclamation facility. The revised permit requires compliance with effluent ammonia limitations, use of E. coli rather than fecal coliform as an indicator of effluent disinfection efficacy, and a more stringent (lower) effluent chlorine residual limitation. The revised permit establishes a schedule for complying with the new criteria and although we do not anticipate having significant difficulties complying with the revised permit, future requirements may be more costly and difficult.

Our water supplies are subject to contamination, including contamination from naturally occurring compounds, pollution from man-made sources and intentional sabotage. In addition, we handle certain hazardous materials at our water treatment facilities, primarily sodium hypochlorite. Any failure of our operation of the facilities or any contamination of our supplies in the future, including sewage spills, noncompliance with water quality standards, hazardous materials leaks and spills, and similar events could expose us to environmental liabilities, claims and litigation costs. If any of these events occur, we may have to interrupt the use of that water supply until we are able to substitute the supply from another source or treat the contaminated supply. We cannot assure you that we will successfully manage these issues, and failure to do so could have a material adverse effect on our future results of operations. We might not be able to recover the costs associated with these liabilities through our rates and charges or insurance or such recovery may not occur in a timely manner.

Our contracts for the construction of water and wastewater projects may expose us to certain completion and performance risks.

We intend to rely on independent contractors to construct our water and wastewater facilities. These construction activities may involve risks, including shortages of materials and labor, work stoppages, labor relations disputes, weather interference, engineering, environmental, permitting or geological problems and unanticipated cost increases. These issues could give rise to delays, cost overruns or performance deficiencies, or otherwise adversely affect the construction or operation of our water and wastewater delivery systems.

In addition, we may experience quality problems in the construction of our systems and facilities, including equipment failures. We cannot assure you that we will not face claims from customers or others regarding product quality and installation of equipment placed in service by contractors.

Certain of our contracts may be fixed-price contracts, in which we may bear all or a significant portion of the risk for cost overruns. Under these fixed-price contracts, contract prices are established in part based on fixed, firm subcontractor quotes on contracts and on cost and scheduling estimates. These estimates may be based on a number of assumptions, including assumptions about prices and availability of labor, equipment and materials, and other issues. If these subcontractor quotations or cost estimates prove inaccurate, or if circumstances change, cost overruns may occur, and our financial results would be negatively impacted. In many cases, the incurrence of these additional costs would not be within our control.

We may have contracts in which we guarantee project completion by a scheduled date. At times, we may guarantee that the project, when completed, will achieve certain performance standards. If we fail to complete the project as scheduled, or if we fail to meet guaranteed performance standards, we may be held responsible for cost impacts and/or penalties to the customer resulting from any delay or for the costs to alter the project to achieve the performance standards. To the extent that these events occur and are not due to circumstances for which the customer accepts responsibility or cannot be mitigated by performance bonds or the provisions of our agreements with contractors, the total costs of the project would exceed our original estimates and our financial results would be negatively impacted.

Our customers may require us to secure performance and completion bonds for certain contracts and projects. The market environment for surety companies has become more risk averse. We secure performance and completion bonds for our contracts from these surety companies. To the extent we are unable to obtain bonds; we may not be awarded new contracts. We cannot assure you that we can secure performance and completion bonds when required.

We may operate engineering and construction activities for water and wastewater facilities where design, construction or system failures could result in injury to third parties or damage to property. Any losses that exceed claims against our contractors, the performance bonds and our insurance limits at such facilities could result in claims against us. In addition, if there is a customer dispute regarding performance of our services, the customer may decide to delay or withhold payment to us.

Our business is subject to seasonal fluctuations, which could affect demand for our water service and our revenues.

Demand for our water during the warmer months is generally greater than during cooler months due primarily to additional requirements for water in connection with cooling systems, irrigation systems and other outside water use. Throughout the year, and particularly during typically warmer months, demand will vary with temperature and rainfall levels. If temperatures during the typically warmer months are cooler than expected or there is more rainfall than expected, the demand for our water may decrease and adversely affect our revenues.

Weather conditions and overuse may interfere with our sources of water, demand for water services, and our ability to supply water to our customers.

We depend on an adequate water supply to meet the present and future demands of our customers and to continue our expansion efforts. Conditions beyond our control may interfere with our water supply sources. Drought and overuse may limit the availability of water. These factors might adversely affect our ability to supply water in sufficient quantities to our customers and our revenues and earnings may be adversely affected. Additionally, cool and wet weather, as well as drought restrictions and our customers’ conservation efforts, may reduce consumption demands, also adversely affecting our revenue and earnings. Furthermore, freezing weather may also contribute to water transmission interruptions caused by pipe and main breakage. If we experience an interruption in our water supply, it could have a material adverse effect on our financial condition and results of operations.

Item 1B — Unresolved Staff Comments

We have no unresolved Staff comments.

Item 2 — Properties

At the end of August 2009, we moved into new office space where we occupy approximately 1,000 square feet at a cost of approximately $1,400, per month, at the address shown on the cover of this Form 10-K. This is leased pursuant to a three year operating lease agreement with a third party. Until we moved, we leased approximately 1,000 square feet of office space, for $1,000 per month, which was leased from the estate of Ryan Clark, the deceased son of our former CEO, which was located at 8451 Delaware Street, Thornton, CO 80260.

In addition to the water rights we own in the Denver metropolitan area which are described in Item 1 — Our Water Assets, we also own a 500,000 gallon water tank, a deep water well and pump station, and approximately four miles of water pipeline in Arapahoe County Colorado. Additionally, although owned by the District, we operate and maintain another 500,000 gallon deep water well, water tank and pump station, two alluvial wells, the District’s wastewater treatment plant, and water distribution and wastewater collection pipelines that serve customers located at the Lowry Range. These assets are used to provide service to our existing customers.

In addition to the real property we own in the Arkansas River Valley as described in Item 1 — Our Water Assets – Arkansas River Water, we also own various water delivery fixtures located on our real properties. These items consist mainly of irrigation pumps, irrigation ditches, and irrigation pipelines as well as various structures and agricultural related buildings.

Item 3 — Legal Proceedings

We are involved in ordinary and routine litigation concerning certain water rights incident to our business, none of which are material.

Item 4 — Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of shareholders during the fiscal quarter ended August 31, 2009.

PART II

Item 5 — Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

(a) Market Information

Our common stock is traded on the NASDAQ Capital Market under the symbol “PCYO”. The high and low sales prices of our common stock, by quarter, for the fiscal years ended August 31, 2009 and 2008 are presented with the Selected Quarterly Financial Information in Item 8 below.

(b) Holders

On October 30, 2009, there were 3,341 holders of record of our common stock.

(c) Dividends

We have never paid any dividends on our common stock and expect for the foreseeable future to retain all of our earnings from operations, if any, for use in expanding and developing our business. Any future decision as to the payment of dividends will be at the discretion of our board of directors and will depend upon our earnings, financial position, capital requirements, plans for expansion and such other factors as our board of directors deems relevant. The terms of our Series B Preferred Stock prohibit payment of dividends on common stock unless all dividends accrued on the Series B Preferred Stock have been paid.

(d) Securities authorized for issuance under equity compensation plans

Table E — Securities Authorized for Issuance Under Equity Compensation Plans

Number of securities remaining

Number of securities to

Weighted-average

available for future issuance

be issued upon exercise

exercise price of

under equity compensation

of outstanding options,

outstanding options,

plans (excluding securities

Plan category

warrants and rights

warrants and rights

reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

250,000

$

6.40

1,350,000

Equity compensation plans not approved by security holders

—

—

—

Total

250,000

$

6.40

1,350,000

(e) Performance Graph ¹

This graph compares the cumulative total return of our common stock for the last five fiscal years with the cumulative total return for the same period of the S&P 500 Index and a peer group index². The graph assumes the investment of $100 in common stock in each of the indices as of the market close on August 31 and reinvestment of all dividends.

		2009				2008				2007				2006				2005				2004
Pure Cycle Corporation		$	40.37			$	75.03			$	94.91			$	102.73			$	91.30			$	100.00
S&P 500		$	102.50			$	125.38			$	141.11			$	122.56			$	112.56			$	100.00
Peer Group		$	128.78			$	138.03			$	157.15			$	150.39			$	149.38			$	100.00

(f) Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the three months ended August 31, 2009.

Item 6 — Selected Financial Data

Table F — Selected Financial Data

		For the Fiscal Years Ended August 31,
In thousands (except per share data)		2009				2008				2007				2006 *				2005
Summary Statement of Operations items:
Total revenues		$	260.2			$	282.4			$	265.7			$	271.7			$	234.7
Net loss		$	(5,728.1	)		$	(6,926.7	)		$	(6,914.7	)		$	(792.9	)		$	(1,050.9	)
Basic and diluted loss per share		$	(0.28	)		$	(0.34	)		$	(0.37	)		$	(0.05	)		$	(0.08	)
Weighted average shares outstanding			20,207				20,189				18,590				14,694				13,674

		As of August 31,
		2009				2008				2007				2006 *				2005
Summary Balance Sheet Information:
Current assets		$	3,990.4			$	5,502.2			$	7,288.4			$	3,121.4			$	5,740.3
Total assets		$	108,091.1			$	109,899.4			$	111,891.9			$	108,833.9			$	26,046.5
Current liabilities		$	138.1			$	163.9			$	183.3			$	380.1			$	689.4
Long term liabilities		$	60,183.8			$	56,567.8			$	53,863.8			$	53,789.1			$	10,004.3
Total liabilities		$	60,321.9			$	56,731.6			$	54,047.1			$	54,169.2			$	10,693.7
Equity		$	47,769.2			$	53,167.8			$	57,844.8			$	54,664.7			$	15,352.7

We did not declare or pay any cash dividends in any of the five fiscal years presented.

The following items had a significant impact on our operations:

•

In fiscal 2009, 2008 and 2007, respectively, we imputed approximately $3.7 million, $4.4 million and $4.7 million of interest related to the Tap Participation Fee payable to HP A&M (explained further in Note 8 to the accompanying financing statements).

•

In fiscal 2009, we recognized gains on the sale of non-irrigated land totaling approximately $59,700.

•

In fiscal 2008 and 2007, respectively, we recognized approximately $273,700 of losses and $1.04 million of gains related to the acquisition of certain CAA interests (explained further in Note 6 to the accompanying financial statements). In the 2007 acquisitions, certain of the parties were deemed related to the Company and therefore, approximately $765,100 of this gain was recorded as a contribution of capital in fiscal 2007. The remaining $271,100 of gain is included in the statement of operations.

•

In fiscal 2006, we acquired water and real property interests in the Arkansas River Valley. The consideration for these assets consisted of equity valued at approximately $36.2 million, and a Tap Participation Fee agreement valued at approximately $45.7 million (at August 31, 2006), which is payable when we sell water taps. The total consideration of approximately $81.9 million was allocated to the acquired assets based on each asset’s relative fair value.

•

In fiscal 2006, we recognized $390,900 of gain related to the extinguishment of debt and the acquisition of certain CAA interests.

Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview

The discussion and analysis below includes certain forward-looking statements that are subject to risks, uncertainties and other factors, as described in “Risk Factors” and elsewhere in this Annual Report on Form 10-K, that could cause our actual growth, results of operations, performance, financial position and business prospects and opportunities for this fiscal year and the periods that follow to differ materially from those expressed in, or implied by, those forward-looking statements. Readers are cautioned that forward-looking statements contained in this Form 10-K should be read in conjunction with our disclosure under the heading: “SAFE HARBOR STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995” on page 4.

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and our financial condition and should be read in conjunction with the accompanying financial statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. The following sections focus on the key indicators reviewed by management in evaluating our financial condition and operating performance, including the following:

•

Revenue generated from providing water and wastewater services;

•

Expenses associated with developing our water assets; and

•

Cash available to continue development of our water rights and service agreements.

Our MD&A section includes the following items:

Our Business – a general description of our business, our services and our business strategy.

Critical Accounting Policies and Estimates – a discussion of our critical accounting policies that require critical judgments, assumptions and estimates.

Results of Operations – analysis of our results of operations for the three fiscal years presented in our financial statements. We present our discussion in the MD&A in conjunction with the accompanying Financial Statements.

Liquidity, Capital Resources and Financial Position – an analysis of our cash position and cash flows, as well as a discussion of our financing arrangements.

Our Business

We are a water and wastewater service provider. We contract with land owners, land developers, home builders, cities, and municipalities to design, construct, operate and maintain water and wastewater systems using our balanced water portfolio consisting of surface water and groundwater supplies, surface water storage, aquifer storage, and reclaimed water supplies. We generate cash flows and revenues by (i) selling taps (connections) to our water and wastewater systems and/or (ii) monthly service fees and consumption charges from metered deliveries. Tap fee (connection) charges are a one-time fee typically paid by developers which are used to recoup the cost of the Company’s water rights and for construction of the various facilities required to withdraw, store, treat and deliver water to customers and reclaim, store, treat and deliver treated effluent water to satisfy irrigation demands. Monthly service fees and consumption charges from metered deliveries of water and flat monthly fees for wastewater are paid by customers – homeowners, business owners or consumers of water and wastewater services. Monthly service fees include (i) base monthly fees, (ii) monthly metered water usage fees (both potable and irrigation uses which are charged at different rates), and (iii) other service related fees. We currently provide water service to approximately 247 single family equivalent water connections and approximately 157 single family equivalent wastewater connections. During the fiscal years ended August 31, 2009, 2008 and 2007, we did not sell any water or wastewater taps. During the fiscal years ended August 31, 2009, 2008 and 2007, we received approximately $137,400, $159,700 and $149,500 from the sale of water, respectively, and we received approximately $67,000, $67,000 and $60,300 from monthly wastewater service fees, respectively. Currently all monthly water and wastewater fees are generated utilizing our Rangeview Water Supply. See Critical Accounting Policies and Use of Estimates below regarding our revenue recognition policies.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

The most significant accounting estimates inherent in the preparation of our financial statements include estimates associated with the timing of revenue recognition, the impairment analysis of our water rights, management’s valuation of the Tap Participation Fee, and share-based compensation. Below is a summary of these critical accounting policies.

Revenue Recognition

Our revenues consist mainly of tap fees and monthly service fees. As further described in Note 2 to the accompanying financial statements, proceeds from tap sales are deferred upon receipt and recognized in income based on whether we own or do not own the facilities constructed with the proceeds. We recognize tap fees derived from agreements for which we construct infrastructure the customer will own as revenue, along with the associated costs of construction, pursuant to the percentage-of-completion method. The percentage-of-completion method requires management to estimate the percent of work that is completed on a particular project, which could change materially throughout the duration of the construction period and result in significant fluctuations in revenue recognized during the reporting periods throughout the construction process. We did not recognize any revenues pursuant to the percentage-of-completion method during the fiscal years ended August 31, 2009, 2008 or 2007.

Tap fees derived from agreements for which we own the infrastructure are recognized as revenue ratably over the estimated service life of the assets constructed with said fees. Although the cash will be received up-front and most construction will be completed within one year of receipt of the proceeds, revenue recognition may occur over 30 years or more. Management is required to estimate the service life, and currently the service life is based on the estimated useful accounting life of the assets constructed with the tap fees. The useful accounting life of the asset is based on management’s estimation of an accounting based useful life and may not have any correlation to the actual life of the asset or the actual service life of the tap. This is deemed a reasonable recognition life of the revenues because the depreciation of the assets constructed generating those revenues will be matched with the revenues.

Impairment of Water Assets and Other Long-Lived Assets

We review our long-lived assets for impairment at least annually or whenever management believes events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We measure recoverability of assets to be held and used by a comparison of the carrying amount of an asset to estimated future undiscounted net cash flows we expect to be generated by the eventual use of the asset. If such assets are considered to be impaired and therefore the costs of the assets deemed to be unrecoverable, the impairment to be recognized would be the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

Our water assets will be utilized in the provision of water services which inevitably will encompass many housing and economic cycles. Our service capacities are quantitatively estimated based on an average single family home utilizing .4 acre-feet of water per year. Our water supplies are legally decreed to us through the Water Court. The Water Court decree allocates a specific amount of water (subject to continued beneficial use) which historically has not changed. Thus, individual housing and economic cycles typically do not have an impact on the number of connections we can serve or the amount of water legally decreed to us.

We report assets to be disposed of at the lower of the carrying amount or fair value less costs to sell.

Our Front Range and Arkansas River Water Rights

We determine the undiscounted cash flows for our Denver based assets and the Arkansas River Valley assets by estimating tap sales to potential new developments in our service area and along the Front Range, using estimated future tap fees less estimated costs to provide water services, over an estimated development period. Actual new home development in our service area and the Front Range, actual future tap fees, and actual future operating costs, inevitably will vary significantly from our estimates, which could have a material impact on our financial statements as well as our results of operations. We performed an impairment analysis as of August 31, 2009, and determined that our Rangeview and Arkansas River water assets were not impaired and their costs were deemed recoverable. Our impairment analysis is based on development occurring within areas in which we have service agreements (e.g. Sky Ranch and the Lowry Range) as well as in surrounding areas including the Front Range, and the I-70 corridor. We estimate that we have the ability to provide water services to approximately 180,000 SFE’s using our combined Front Range and Arkansas River water assets which have a carrying value of approximately $97.5 million as of August 31, 2009. Based on the carrying value of our water rights, the long term and uncertain nature of any development plans, current tap fees of $22,500 and estimated gross margins, we estimate that we would need to add approximately 8,000 new water connections (requiring approximately 4.8% of our portfolio) to generate net revenues sufficient to recover the costs of our Front Range and Arkansas River water assets. If tap fees increase 5%, we would need to add approximately 7,600 new water taps (requiring approximately 4.6% of our portfolio) to recover the costs of our Front Range and Arkansas River water assets. If tap fees decrease 5%, we would need to add approximately 8,400 new water taps (requiring approximately 5.0% of our portfolio) to recover the costs of our Front Range and Arkansas River water assets.

Although the withdrawal of the Lowry Range developer, the Sky Ranch bankruptcy filing, and changes in the housing market throughout the Front Range have delayed our estimated tap sale projections, they do not alter our water ownership, nor our service obligation to these properties or the number of SFE’s we can service.

Our Paradise Water Rights

Every six years the Paradise Water Supply is subject to a Finding of Reasonable Diligence review by the Water Court and the State Engineer. For a favorable finding, the Water Court must determine that we continue to diligently pursue the development of the water rights. If the Water Court does not make such a finding, our right to the Paradise Water Supply would be lost and we would be required to impair the Paradise Water Supply asset. The most recent diligence review was started in our fiscal 2005 and was completed in 2008, but not without objectors and not without us having to agree to certain stipulations to remove the objections. In order to continue to maintain the Paradise water right, over the next six years we must (i) select an alternative reservoir site; (ii) file an application in Water Court to change the place of storage; (iii) identify specific end users and place(s) of use of the water; and (iv) identify specific source(s) of the water rights for use. We fully intend to meet the stipulations by the date of the next diligence review.

For our Paradise Water Supply, we determined the undiscounted cash flows by estimating the proceeds we could derive from the leasing of the water rights to commercial, industrial, and agricultural users along the western slope of Colorado, and based on the impairment analysis we completed at August 31, 2009, we believe the Paradise Water Supply is not impaired and the costs are deemed recoverable.

Tap Participation Fee

On August 31, 2006, we acquired 60,000 acre-feet of Arkansas River water along with approximately 17,500 acres of real property and other associated rights from HP A&M. Along with common stock issued to HP A&M, we agreed to pay HP A&M 10% (this may increase to 20% under circumstances described in Note 8 to the accompanying financial statements) of our tap fees on the sale of the next 40,000 water taps we sell from and after the date of the Arkansas River Agreement, of which 38,937 water taps remain to be paid as of August 31, 2009. The Tap Participation Fee is payable when we sell water taps and receive funds from such water tap sales or other dispositions of property purchased in the HP A&M acquisition. The Tap Participation Fee liability is valued by estimating new home development in our service area over an estimated development period. This was done by utilizing third party historical and projected housing and population growth data for the Denver metropolitan area applied to an estimated development pattern supported by historical development patterns of certain master planned communities in the Denver metropolitan area. This development pattern was then applied to estimated future water tap fees determined by using historical water tap fee trends. Based on updated new home activity in the Denver metropolitan area, we updated the estimated discounted cash flow analysis as of February 28, 2009. Due to a lack of significant changes, no such update was deemed necessary as of August 31, 2009. Actual new home development in our service area and actual future tap fees inevitably will vary significantly from our estimates which could have a material impact on our financial statements as well as our results of operations. An important component in our estimate of the value of the Tap Participation Fee, which is based on historical trends, is that we reasonably expect water tap fees to continue to increase in the coming years. Tap fees are a market based pricing metric which in part demonstrates the increasing costs to acquire and develop new water supplies. It is thus a market metric which in part demonstrates the increasing value of our water assets. We continue to assess the value of the Tap Participation Fee liability and update its valuation analysis whenever events or circumstances indicate the assumptions used to estimate the value of the liability have changed materially. The difference between the net present value and the estimated realizable value will be imputed as interest expense using the effective interest method over the estimated development period utilized in the valuation of the Tap Participation Fee.

Obligations Payable by HP A&M

Certain of the properties we acquired pursuant to the Arkansas River Agreement are subject to outstanding promissory notes with principal and accrued interest totaling approximately $12.0 million at August 31, 2009. These notes are secured by deeds of trust on the properties. We did not assume any of these promissory notes and are not responsible for making any of the required payments under these notes. This responsibility remains solely with HP A&M. However, in the event of default by HP A&M, we may make payments on any or all of the notes and cure any or all defaults. If we do not cure the defaults, we will lose the properties securing the defaulted notes and the water rights associated with said properties. If HP A&M defaults on any of the promissory notes, we can foreclose on a defined amount of Pure Cycle stock issued to HP A&M being held in escrow and reduce the Tap Participation Fee by two times the amount of notes defaulted on by HP A&M. Although the likelihood of HP A&M defaulting on the notes is deemed remote, which is the primary reason these notes are not reflected on our balance sheet, we continue to monitor the status of the notes for any indications of default. We are not aware of any defaults by HP A&M as of August 31, 2009.

Share-based compensation

We estimate the fair value of share-based payment awards made to key employees and directors on the date of grant using the Black-Scholes option-pricing model. We then expense the fair value over the vesting period of the grant using a straight-line expense model. The fair value of share-based payments requires management to estimate/calculate various inputs such as the volatility of the underlying stock, the expected dividend rate, the estimated forfeiture rate and an estimated life of each option. These assumptions are based on historical trends and estimated future actions of option holders and may not be indicative of actual events which may have a material impact on our financial statements. See Note 9 to the accompanying financial statements for further details on share-based compensation expense.

Results of operations

Executive Summary

The results of our operations for the fiscal years ended August 31, 2009, 2008 and 2007 were as follows:

Table G — Summary Results of Operations

														Change
		Fiscal Years Ended August 31,												2009-2008								2008-2007
		2009				2008				2007				$				%				$				%
Millions of gallons of water delivered			33.9				42.8				44.4				(8.9	)			-21	%			(1.6	)			-4	%
Water revenues generated		$	137,400			$	159,600			$	149,500			$	(22,200	)			-14	%		$	10,100				7	%
Water delivery operating costs incurred (excluding depreciation and depletion)		$	54,700			$	58,600			$	54,600			$	(3,900	)			-7	%		$	4,000				7	%
Water delivery gross margin %			60	%			63	%			63	%
Wastewater treatment revenues		$	67,000			$	67,000			$	60,300			$	—				0	%		$	6,700				11	%
Wastewater treatment operating costs incurred		$	20,200			$	18,900			$	22,800			$	1,300				7	%		$	(3,900	)			-17	%
Wastewater treatment gross margin %			70	%			72	%			62	%
General and administrative expenses		$	1,942,200			$	2,316,800			$	2,476,500			$	(374,600	)			-16	%		$	(159,700	)			-6	%
Net losses		$	5,728,100			$	6,926,700			$	6,914,700			$	(1,198,600	)			-17	%		$	12,000				0	%

Water and Wastewater Usage Revenues

Our water service charges are based on a tiered pricing structure that provides for higher prices as customers use greater amounts of water. Our rates and charges are established based on the average of three surrounding water providers. Table B in Item 1 – Business, outlines our tiered pricing structure and changes during the fiscal years ended August 31, 2009, 2008 and 2007, respectively.

Our wastewater customers are charged flat monthly fees based on their number of tap connections.

Fiscal 2009 compared to fiscal 2008

Water deliveries during fiscal 2009 dropped approximately 21% over water deliveries in fiscal 2008, due mainly to precipitation being higher in fiscal 2009, particularly in the late spring and early summer months which are the main irrigation months. Water usage fees in fiscal 2009 decreased 14% over fiscal 2008 which is mainly a result of the decreased water usage which was partially offset by the increased water usage fees.

Wastewater usage fees remained at $39.50 per wastewater tap per month.

Gross margins for water services decreased approximately 3% in 2009 compared to 2008. This was due to the decreased water usage as noted above. The decrease in the gross margin percentage was not as large as the decrease in water usage due to our efforts to maintain costs knowing water usage was decreasing.

Gross margins for wastewater services in fiscal 2009 decreased 2% over fiscal 2008 due to timing of various testing procedures.

Fiscal 2008 compared to fiscal 2007

Water deliveries during fiscal 2008 dropped approximately 4% over water deliveries in fiscal 2007, due mainly to precipitation being higher in fiscal 2008. However, water usage fees in fiscal 2008 increased 7% over fiscal 2007 which is mainly a result of the timing of water usage and an increasing block pricing scale (as of July 1, 2007) for an entire fiscal year in 2008 versus two months in fiscal 2007.

Wastewater usage fees remained at $39.50 per wastewater tap per month and before that they increased July 1, 2007, from $34.80 to $39.50 per wastewater tap per month. Consistent with water taps, the increased wastewater fees in fiscal 2008 is a result of the higher usage fees being charged for the entire fiscal 2008 versus two months in fiscal 2007.

Gross margins for water services remained constant from fiscal 2007 to fiscal 2008. Gross margins for wastewater services in fiscal 2008 increased 10% over fiscal 2007 due to certain testing and compliance expenses incurred during fiscal 2007 not experienced in fiscal 2008.

General and Administrative and Other Expenses

General and administrative (“G&A”) expenses for the fiscal years ended August 31, 2009, 2008 and 2007 were impacted by the share-based compensation expenses as follows (amounts are approximate):

Table H — G&A Expenses

														Change
		Fiscal Years Ended August 31,												2009-2008								2008-2007
		2009				2008				2007				$				%				$				%
G&A expenses as reported		$	1,942,200			$	2,316,300			$	2,476,500			$	(374,100	)			16	%		$	(160,200	)			6	%
Share-based compensation expenses			(325,500	)			(351,500	)			(287,300	)			26,000				-7	%			(64,200	)			22	%
G&A expenses less share-based compensation expenses		$	1,616,700			$	1,964,800			$	2,189,200			$	(348,100	)			18	%		$	(224,400	)			10	%

The changes in G&A expenses, with and without share-based compensation expenses, are mainly attributable to the following:

Fiscal 2009 compared to fiscal 2008

From fiscal 2008 to fiscal 2009, G&A expenses, without share-based compensation expenses, decreased approximately 18%, which is mainly a result of management’s cost cutting efforts in light of the poor economy and lack of new home development in our targeted service areas. Specifically, the following accounts decreased during 2009:

•

Excluding share-based compensation expenses our salary and salary related expenses in fiscal 2009 and 2008 were $465,800 and $463,900, respectively, which is less than a 5% change. Salary and salary related expenses including share-based compensation expenses totaled approximately $791,300 and $815,400 for the fiscal years ended August 31, 2009 and 2008, respectively. This decrease is less than 5%.

•

Consulting fees decreased approximately $143,900, or 63%, from approximately $227,600 in fiscal 2008 to approximately $83,700 in fiscal 2009. This was entirely due to the decrease in use of consultants as a result of the withdrawal of the developer from the Lowry Range development project.

•

Professional fees (legal and accounting) decreased approximately $93,900, or 24%, from approximately $386,000 in fiscal 2008 to approximately $292,100 in fiscal 2009. This is a result of our reduced use of legal counsel as a result of the withdrawal of the developer from the Lowry Range development project and less activity in Water Court.

•

Costs associated with being a corporation and costs associated with being a publicly traded entity decreased approximately $66,700, or 52%, from $127,900 in fiscal 2008 to approximately $61,100 in fiscal 2009. This is due primarily to the elimination of franchise fees paid to the State of Delaware due to our reincorporation into Colorado.

Fiscal 2008 compared to fiscal 2007

From fiscal 2007 to fiscal 2008, G&A expenses decreased approximately 10%, which is mainly a result of:

•

Excluding share-based compensation expenses our salary and salary related expenses in fiscal 2008 and 2007 were $463,900 and $805,200, respectively, a decrease of $341,300 or 42%. Salary and salary related expenses including share-based compensation expenses totaled approximately $815,400 and $1.1 million for the fiscal years ended August 31, 2008 and 2007, respectively. The decrease in salaries is mainly attributable to management and employee wages remaining unchanged in 2008 and there being no incentive compensation paid in 2008 as compared to incentive compensation of $330,000 being paid in fiscal 2007 upon the completion of the July 2007 equity offering.

•

Professional fees (legal and accounting) totaled approximately $386,000 and $470,300, for 2008 and 2007, respectively. This decrease of $84,300 is a result of legal and accounting bills incurred in fiscal 2007 related to our consultations with the Staff of the Commission which did not recur in 2008.

•

Costs associated with being a corporation and costs associated with being a publicly traded entity decreased approximately $92,900 from $220,800 in fiscal 2007 to approximately $127,900 in fiscal 2008. This is due primarily to the elimination of franchise fees paid to the State of Delaware due to our reincorporation into Colorado.

The above decreases were offset by the following significant increases.

•

During fiscal 2008 and 2007, we expensed approximately $330,500 and $255,900 related to water assessment charges payable to the FLCC. This is an increase of $74,600, which is a result of the FLCC increasing assessments for the current fiscal year. This represents our share (based on the number of FLCC shares we own) of FLCC’s annual operating and maintenance expenditures. Additionally, in fiscal 2008 and 2007 we expensed approximately $49,700 and $37,200, respectively, for work performed in the Arkansas River Valley on our behalf by HP A&M. The increase is a result of increased salaries to the HP A&M farm management personnel which resulted in an increase in our costs.

•

We paid approximately $227,600 and $40,000 in consulting fees related to our discussions with the former developer of the Lowry Range concerning the potential development of six sections of the Lowry Range in fiscal 2008 and 2007, respectively.

Depreciation and depletion charges for the fiscal years ended August 31, 2009, 2008 and 2007 were approximately $381,700, $381,300 and $366,100, respectively, which are changes of less than 5% per fiscal year.

Interest income totaled approximately $84,600, $283,600 and $155,700 for the fiscal years ended August 31, 2009, 2008 and 2007, respectively. This represents interest earned on the temporary investment of capital in cash equivalents or available-for-sale securities, interest accrued on the note payable by the District and interest accrued on the Special Facilities construction proceeds receivable from the County. The decrease from fiscal 2008 to fiscal 2009 of approximately $199,000 is due to a significant decline in interest rates due to the recessionary economy and decreasing levels of cash investments. The increase from fiscal 2007 to fiscal 2008 of approximately $127,900 was due to additional funds being invested in interest bearing accounts as a result of the proceeds raised in the July 2007 equity offering.

Imputed interest expense related to the Tap Participation Fee payable to HP A&M totaled approximately $3.7 million, $4.4 million and $4.7 million for the fiscal years ended August 31, 2009, 2008 and 2007, respectively. This represents the expensed portion of the difference between the relative fair value of the liability and the net present value of the liability recognized under the effective interest method. The decreases in the imputed interest expense from fiscal 2007 through fiscal 2009 is a result of the updated valuations performed in the first quarter of fiscal 2008 and the second quarter of fiscal 2009, which are explained in greater detail in Note 8 to the accompanying financial statements.

Liquidity, capital resources and financial position

At August 31, 2009, our working capital, defined as current assets less current liabilities, was approximately $3.9 million, approximately $3.7 million of which consisted of cash and cash equivalents and marketable securities. We also have an effective shelf registration statement pursuant to which we may elect to sell up to another $5.7 million of stock at any time and from time to time. We believe that at August 31, 2009, we have sufficient working capital to fund our operations for the next fiscal year. However, there can be no assurance that we will be successful in marketing the water from our primary water projects in the near term. In order to generate working capital to support our operations, we may incur additional short or long-term debt or seek to sell additional equity securities.

Development of the water that we own, have rights to use, or may seek to acquire, will require substantial capital investments. We anticipate that capital required for the development of the water and wastewater systems will be financed through the sale of water taps to developers and water delivery charges to users. We anticipate tap fees will be sufficient to generate funds with which we can design and construct the necessary Wholesale Facilities. However, once we receive tap fees from a developer, we are contractually obligated to construct those Wholesale Facilities, even if our costs are not covered by the fees we receive. We cannot assure you that these sources of cash will be sufficient to cover all our capital costs, in which case we would need to seek additional financing.

Pursuant to the Arkansas River Agreement we agreed to pay HP A&M 10% of our water tap fees received on the sale of the next 40,000 water taps. As of August 31, 2009, we have estimated the value of the Tap Participation Fee at approximately $57.5 million based on a discounted cash flow valuation analysis, which was originally prepared at August 31, 2006, and was updated as of November 30, 2007 and February 28, 2009. See Note 8 in the accompanying financial statements for the impact of the revaluation. The actual amount to be paid will inevitably differ from our estimates. Tap participation payments are not payable to HP A&M until we receive water tap fee payments. We did not sell any taps but did sell some non-irrigated land and made Tap Participation Fee payments during the fiscal year ended August 31, 2009 totaling approximately $59,700, which is the equivalent of 28 taps and is further described in Note 4 to the accompanying financial statements. As of August 31, 2009, there are 38,937 taps that remain subject to the Tap Participation Fee.

We are obligated to pay the FLCC annual water assessment charges which are the charges assessed to the FLCC shareholders for the upkeep and maintenance of the Fort Lyon Canal. The payments are payable to the FLCC each calendar year. In December 2008, the board and shareholders of the FLCC approved a decrease in the calendar 2009 assessments from $15.00 per share to $14.40 per share, which equates to a decrease in our water assessments from approximately $325,000 per year to approximately $315,000 per year. However, the FLCC shareholders also approved a water purchase prior to August 31, 2009. Subsequent to our fiscal year end we were notified that our share of the acquired water is approximately $32,500.

On August 3, 2005, we entered into the County Agreement to provide water service to the Fairgrounds. In accordance with GAAP, upon completion of construction of the Fairgrounds facilities and the initiation of water service to the Fairgrounds in July 2006, we began ratably recognizing deferred tap fee revenues as income. The tap fees received from the County are being recognized in income over the estimated useful life of the constructed assets, or 30 years. In addition, we started recognizing deferred Special Facilities funding as revenues in fiscal 2006, which will also be recognized over the useful life of the constructed assets. See also Note 3 to the accompanying financial statements for information regarding the amendment to the County Agreement in regards to the Special Facilities funding and the receipt of water rights in August 2008.

Operating Activities

Operating activities include revenues we receive from the sale of water and wastewater services to our customers, costs incurred in the delivery of those services, G&A expenses, and depletion/depreciation expenses.

Cash used by operating activities was approximately $1.48 million, $1.44 million and $2.37 million for the fiscal years ended August 31, 2009, 2008 and 2007, respectively. The increase from 2008 to 2009 was approximately $40,000 which is less than 3%. The decrease of approximately $1.0 million dollars from fiscal 2007 to fiscal 2008 is primarily a result of 2007 having a gain on the extinguishment of CAA interests of approximately $270,100 whereas fiscal 2008 had a loss on the extinguishment of CAA interests of approximately $273,700, which is a $543,800 fiscal year over fiscal year impact to the cash flow statement. The remaining difference was due to the timing of payments and receipts related to operating assets.

As a result of the Arkansas River Agreement signed on August 31, 2006, we imputed approximately $3.7 million, $4.4 million and $4.7 million of interest on the Tap Participation Fee during the fiscal years ended August 31, 2009, 2008 and 2007, respectively. These are reflected as non-cash items in the statements of cash flows.

During the fiscal years ended August 31, 2009, 2008 and 2007, we accrued interest on the note receivable from the District of approximately $13,000, $19,100 and $23,500, respectively. The decreases fiscal year over fiscal year are due to falling interest rates due to the economy. The District note bears interest at prime plus 2%. We also accrued approximately $29,600, $35,900 and $49,900 of interest on the construction proceeds receivable from the County during the fiscal years ended August 31, 2009, 2008 and 2007, respectively. The decrease in the construction proceeds interest income is a result of payments made by the County since the prior fiscal year, which reduced the interest income recognized pursuant to the effective interest method, and due to the amendment to the County Agreement reached with the County as described in Note 4 to the accompanying financial statements.

We incurred approximately $383,200, $382,600 and $369,000 of depreciation, depletion and other non-cash charges during the fiscal years ended August 31, 2009, 2008 and 2007, respectively. Changes per fiscal year are less than 5%.

We will continue to provide domestic water and wastewater service to customers in our service area and we will continue to operate and maintain our water and wastewater systems with our own employees.

Investing Activities

On October 31, 2003 we entered into the Denver Groundwater Purchase Agreement (the “DGPA”) with the developer of Sky Ranch. The DGPA provides us the right to purchase a total of 223 acre-feet of adjudicated decreed water rights owned by the developer. Under the DGPA, we have the right to acquire 44.6 acre-feet of water per year (or 20% of the total 223 acre-feet) for a payment of $50,000 (acquiring the entire 223 acre-feet requires payments totaling $250,000). On March 26, 2004 and May 26, 2005, we exercised our rights and purchased a total of 89.2 acre-feet of Denver aquifer groundwater for payments totaling $100,000. During our fiscal 2007 and fiscal 2006 we made the two required $50,000 payments pursuant to the DGPA; however, we have not received the water rights deeds from the developer, nor has the developer cashed either of the payments. In November 2007, the developer of Sky Ranch filed for Chapter 11 bankruptcy protection and on August 26, 2009 the developer filed a plan of liquidation. Because of the bankruptcy and since we have not received our water rights deeds from Sky Ranch, we have cancelled the two un-cashed checks issued to Sky Ranch and have reversed the $100,000 that was included in the Prepaid Expenses account on our Balance Sheet. We will continue to monitor the bankruptcy proceedings of Sky Ranch and vigorously seek to enforce our rights under the DGPA and other Sky Ranch agreements. However, our rights related to Sky Ranch may have no value following the bankruptcy. Refer to the Risk Factors in Item 1A for additional information on the bankruptcy.

We continue to invest in legal and engineering fees associated with our water rights, and we continue to invest in the right-of-way permit fees to the Department of Interior Bureau of Land Management and legal and engineering costs for our Paradise Water Supply.

Cash (used) provided by investing activities for the fiscal years ended August 31, 2009, 2008 and 2007 was approximately ($3.1 million), $466,100 and $2.5 million, respectively. Investing activities in 2009 consisted mainly of the purchase of marketable securities of approximately $3.0 million and the capitalization of approximately $110,400 related to investments in water systems. Investing activities in 2008 consisted mainly of $790,600 received from the maturity of available-for-sale securities, offset by $271,000 of investments in water rights. The fiscal 2007 cash provided by investing activities was positively impacted by the sale of LAWMA shares, as more fully described in Note 4 to the accompanying financial statements and the sale of approximately $1.5 million of available-for-sale securities.

Financing Activities

Cash provided by financing activities was approximately $19,500, $121,000 and $5.6 million the fiscal years ended August 31, 2009, 2008 and 2007, respectively. Financing activities in 2009 consisted mainly of approximately $82,200 of payments received from the County on the construction note, offset by approximately $59,700 of Tap Participation Fee payments made to HP A&M as more fully described in Note 8 to the accompanying financial statements (the cash generated from the non-irrigated land sales that resulted in this Tap Participation Fee payment is included in the Investing Activities above). Financing activities in 2008 consisted mainly of $150,500 of payments received from the County on the construction note offset by approximately $26,500 of debt payments to a related party. Financing activities in fiscal 2007 was positively impacted by the $9.0 million raised in the equity offering offset by the $2.6 million used to extinguish contingent obligations as described in Note 6 to the accompanying financial statements.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist entirely of the CAA, which is more fully described in Note 6 to the accompanying financial statements.

Recently Adopted and Issued Accounting Pronouncements

See Note 2 to the accompanying financial statements regarding recently adopted and issued accounting pronouncements.

Total Contractual Cash Obligations

Table I — Contractual Cash Obligations

						Payments due by period
						Less than 1				1-3				3-5				More than 5
		Total				year				years				years				years
Contractual obligations
Operating lease obligations		$	50,256			$	16,752			$	33,504				(a)				(a)
Participating Interests in Export Water			1,216,400				(b)				(b)				(b)				(b)
Tap Participation Fee payable to HP A&M			113,126,200				(c)				(c)				(c)				(c)
Total		$	114,392,856			$	16,752			$	33,504			$	—			$	—

Item 7A — Quantitative and Qualitative Disclosures About Market Risk

General

Pure Cycle has limited exposure to market risks from instruments that may impact the Balance Sheets, Statements of Operations, and Statements of Cash Flows. Such exposure is due primarily to changing interest rates.

Interest Rates

The primary objective for our investment activities is to preserve principal while maximizing yields without significantly increasing risk. This is accomplished by investing in diversified short-term interest bearing investments. As of August 31, 2009, the majority of our capital is invested in certificates of deposit with stated maturities and locked interest rates and therefore not subject to interest rate fluctuations. We have no investments denominated in foreign country currencies and therefore our investments are not subject to foreign currency exchange risk.

Item 8 — Financial Statements and Supplementary Data

Index to Financial Statements and Supplementary Data

		Page
Report of Independent Registered Public Accounting Firm			33
Balance Sheets			34
Statements of Operations			35
Statements of Shareholders’ Equity			36
Statements of Cash Flows			37
Notes to Financial Statements			38
Supplemental Data: Selected Quarterly Financial Information			61

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Pure Cycle Corporation

We have audited the accompanying balance sheets of Pure Cycle Corporation as of August 31, 2009 and 2008, and the related statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended August 31, 2009. We also have audited Pure Cycle Corporation’s internal control over financial reporting as of August 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Pure Cycle Corporation’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pure Cycle Corporation as of August 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Pure Cycle Corporation maintained, in all material respects, effective internal control over financial reporting as of August 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ GHP HORWATH, P.C.

Denver, Colorado
November 13, 2009

PURE CYCLE CORPORATION

BALANCE SHEETS

		August 31,
		2009				2008
ASSETS:
Current assets:
Cash and cash equivalents		$	705,083			$	5,238,973
Marketable securities			3,002,208				—
Trade accounts receivable			63,394				71,401
Prepaid expenses			154,928				127,018
Current portion of construction proceeds receivable			64,783				64,783
Total current assets			3,990,396				5,502,175
Investments in water and water systems, net			103,159,632				103,346,623
Construction proceeds receivable, less current portion			414,494				467,102
Notes receviable – related parties:
Rangeview Metropolitan District, including accrued interest			507,795				494,799
Well Enhancement and Recovery Systems, LLC			2,171				—
Assets held for sale			—				77,940
Investment in Well Enhancement and Recovery Systems, LLC			—				2,759
Property and equipment, net			16,593				8,005
Total assets		$	108,091,081			$	109,899,403
LIABILITIES:
Current liabilities:
Accounts payable		$	22,216			$	37,585
Accrued liabilities			60,080				70,478
Deferred revenues			55,800				55,800
Total current liabilities			138,096				163,863
Deferred revenues, less current portion			1,446,108				1,501,910
Participating Interests in Export Water Supply			1,216,360				1,217,876
Tap Participation Fee payable to HP A&M, net of $55.6 million and $54.6 million discount			57,521,329				53,848,000
Total liabilities			60,321,893				56,731,649
Commitments and Contingencies
SHAREHOLDERS’ EQUITY:
Preferred stock:
Series B – par value $.001 per share, 25 million shares authorized; 432,513 shares issued and outstanding (liquidation preference of $432,513)			433				433
Common stock:
Par value 1/3 of $.01 per share, 40 million shares authorized; 20,206,566 shares outstanding			67,360				67,360
Additional paid-in capital			92,253,916				91,928,398
Accumulated comprehensive income			3,986				—
Accumulated deficit			(44,556,507	)			(38,828,437	)
Total shareholders’ equity			47,769,188				53,167,754
Total liabilities and shareholders’ equity		$	108,091,081			$	109,899,403

See accompanying Notes to Financial Statements

PURE CYCLE CORPORATION

STATEMENTS OF OPERATIONS

		For the Fiscal Years Ended August 31,
		2009				2008				2007
Revenues:
Metered water usage		$	137,431			$	159,649			$	149,539
Wastewater treatment fees			66,976				66,976				60,335
Special facility funding recognized			41,508				41,508				41,508
Water tap fees recognized			14,296				14,296				14,294
Total revenues			260,211				282,429				265,676
Expenses:
Water service operations			(54,668	)			(58,576	)			(54,631	)
Wastewater service operations			(20,162	)			(18,925	)			(22,817	)
Depletion and depreciation			(88,576	)			(88,511	)			(87,739	)
Total cost of revenues			(163,406	)			(166,012	)			(165,187	)
Gross margin			96,805				116,417				100,489
General and administrative expenses			(1,942,225	)			(2,316,291	)			(2,476,462	)
Depreciation			(293,113	)			(292,778	)			(278,360	)
Operating loss			(2,138,533	)			(2,492,652	)			(2,654,333	)
Other income (expense):
Interest income			84,636				283,590				155,712
Other			7,099				—				—
(Loss) gain on extinguishment of contingent obligations and debt			—				(273,723	)			271,127
(Loss) gain on sale of assets			59,671				(270	)			17,927
(Loss) gain on sales of marketable securities			—				(1,973	)			142
Share of losses of Well Enhancement and Recovery Systems, LLC			(7,943	)			(48,672	)			(35,569	)
Interest imputed on the Tap Participation Fees payable to HP A&M			(3,733,000	)			(4,393,000	)			(4,669,742	)
Net loss		$	(5,728,070	)		$	(6,926,700	)		$	(6,914,736	)
Net loss per common share – basic and diluted		$	(0.28	)		$	(0.34	)		$	(0.37	)
Weighted average common shares outstanding – basic and diluted			20,206,566				20,188,675				18,589,737

See accompanying Notes to Financial Statements

PURE CYCLE CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

																										Additional				Accumulated
		Preferred Stock								Common Stock								Treasury Stock								Paid-in				Comprehensive				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Income (loss)				Deficit				Total
August 31, 2006 balance:			432,513			$	433				18,479,113			$	61,602				(130,279	)		$	(1,009,534	)		$	80,609,875			$	(10,654	)		$	(24,987,001	)		$	54,664,721
CAA acquisition			—				—				—				—				—				—				765,071				—				—				765,071
Equity offering (net of $275,000 of expenses)			—				—				1,200,000				4,000				—				—				9,020,608				—				—				9,024,608
Options exercised			—				—				538,836				1,796				(126,521	)			(969,913	)			968,117				—				—				—
Restricted stock grant			—				—				34,189				114				—				—				(114	)			—				—				—
Share-based compensation			—				—				—				—				—				—				287,340				—				—				287,340
Unrealized gain on investments			—				—				—				—				—				—				—				17,822				—				17,822
Net loss			—				—				—				—				—				—				—				—				(6,914,736	)			(6,914,736	)
Comprehensive loss																																							(6,896,914	)
August 31, 2007 balance:			432,513				433				20,252,138				67,512				(256,800	)			(1,979,447	)			91,650,897				7,168				(31,901,737	)			57,844,826
CAA acquisition			—				—				211,228				704				—				—				1,904,573				—				—				1,905,277
Retirement of treasury stock			—				—				(256,800	)			(856	)			256,800				1,979,447				(1,978,591	)			—				—				—
Share-based compensation			—				—				—				—				—				—				351,519				—				—				351,519
Unrealized loss on investments			—				—				—				—				—				—				—				(7,168	)			—				(7,168	)
Net loss			—				—				—				—				—				—				—				—				(6,926,700	)			(6,926,700	)
Comprehensive loss																																							(6,933,868	)
August 31, 2008 balance:			432,513				433				20,206,566				67,360				—				—				91,928,398				—				(38,828,437	)			53,167,754
Share-based compensation			—				—				—				—				—				—				325,518				—				—				325,518
Unrealized gain on investments			—				—				—				—				—				—				—				3,986				—				3,986
Net loss			—				—				—				—				—				—				—				—				(5,728,070	)			(5,728,070	)
Comprehensive loss																																							(5,724,084	)
August 31, 2009 balance:			432,513			$	433				20,206,566			$	67,360				—			$	—			$	92,253,916			$	3,986			$	(44,556,507	)		$	47,769,188

See accompanying Notes to Financial Statements

PURE CYCLE CORPORATION

STATEMENTS OF CASH FLOWS

		For the Fiscal Years Ended August 31,
		2009				2008				2007
Cash flows from operating activities:
Net loss		$	(5,728,070	)		$	(6,926,700	)		$	(6,914,736	)
Adjustments to reconcile net loss to net cash used for operating activities:
Imputed interest on Tap Participation Fees payable to HP A&M			3,733,000				4,393,000				4,669,742
Depreciation, depletion and other non-cash items			383,206				382,648				368,960
Share-based compensation expense included with general and administrative expenses			325,518				351,519				287,340
Share of losses of Well Enhancement and Recovery Systems, LLC			7,943				48,672				35,569
Loss (gain) on extinguishment of contingent obligations and debt			—				273,723				(271,127	)
Loss (gain) on sales of marketable securities			—				1,973				(142	)
(Gain) loss on sale of fixed assets			(59,671	)			270				(17,927	)
Interest added to note receivable – related parties:
Rangeview Metropolitan District			(12,996	)			(19,065	)			(23,504	)
Well Enhancement and Recovery Systems, LLC			(355	)			—				—
Interest added to construction proceeds receivable			(29,588	)			(30,906	)			(49,877	)
Changes in operating assets and liabilities:
Trade accounts receivable			8,007				(1,184	)			(4,797	)
Interest receivable and prepaid expenses			(27,910	)			131,535				(170,849	)
Accounts payable and accrued liabilities			(25,767	)			7,088				(223,271	)
Deferred revenues			(55,802	)			(55,801	)			(55,804	)
Net cash used for operating activities			(1,482,485	)			(1,443,228	)			(2,370,423	)
Cash flows from investing activities:
Sale of property and equipment			59,671				1,000				19,250
Issuance of note to Well Enhancement and Recovery Systems, LLC			(7,000	)			—				—
Purchase of property and equipment			(14,992	)			(7,547	)			(3,003	)
Investments in water and water systems			(110,354	)			(270,998	)			(46,983	)
Purchase of marketable securities			(2,998,222	)			—				(208,101	)
Sales and maturities of marketable securities			—				790,661				1,955,669
Sale of LAWMA shares			—				—				849,742
Capitalized acquisition costs			—				—				(37,600	)
Investment in Well Enhancement and Recovery Systems LLC			—				(47,000	)			(40,000	)
Net cash (used) provided by investing activities			(3,070,897	)			466,116				2,488,974
Cash flows from financing activities:
Arapahoe County construction proceeds			82,196				150,518				57,330
Payments to contingent liability holders			(3,033	)			(2,966	)			(4,516	)
Tap Participation Fee payments to HP A&M			(59,671	)			—				(849,742	)
Proceeds from the sale of common and preferred stock, net			—				—				9,024,608
Payments to purchase contingent liabilities			—				—				(2,625,225	)
Payments on long-term debt – related parties			—				(26,542	)			—
Net cash provided by financing activities			19,492				121,010				5,602,455
Net change in cash and cash equivalents			(4,533,890	)			(856,102	)			5,721,006
Cash and cash equivalents – beginning of year			5,238,973				6,095,075				374,069
Cash and cash equivalents – end of year		$	705,083			$	5,238,973			$	6,095,075

See accompanying Notes to Financial Statements

PURE CYCLE CORPORATION

NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009, 2008 AND 2007

NOTE 1: ORGANIZATION

Pure Cycle Corporation (the “Company”) was incorporated in Delaware in 1976 and reincorporated in Colorado in 2008. The Company owns water assets in the Denver, Colorado metropolitan area, in the Arkansas River Valley in southern Colorado, and on the western slope of Colorado. The Company is currently using its water assets located in the Denver metropolitan area to provide water and wastewater services to customers located in the Denver metropolitan area.

The Company provides a full line of water and wastewater services which includes designing and constructing water and wastewater systems as well as operating and maintaining such systems. The Company’s business focus is to provide water and wastewater service to customers throughout the Denver metropolitan area as well as along the Colorado Front Range.

With approximately $3.7 million of cash, cash equivalents and marketable securities, $3.9 million of working capital and an open shelf registration statement allowing the Company to sell up to approximately $5.7 million of stock, at August 31, 2009, the Company believes it has sufficient working capital and financing sources to fund its operations for at least the next fiscal year. However, there can be no assurance that the Company will be successful in marketing its water on terms that are acceptable to the Company. The Company’s ability to generate working capital from its water and wastewater projects is dependent on its ability to successfully market the water, or in the event it is unsuccessful, to sell the underlying water assets. In the event increased sales are not achieved or the Company is unable to sell its water assets at a sufficient level, the Company may have to issue additional short or long-term debt or seek to sell additional shares of the Company’s common or preferred stock to generate sufficient working capital.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company generates revenues mainly from three sources:

(i)

water and wastewater tap fees,

(ii)

construction fees, and

(iii)

monthly water usage fees and wastewater service fees.

Each of the items above is typically included in a single contract with the Company’s customers. However, because these items are separately delivered the Company accounts for each of the items separately.

Tap and Construction Fees. Tap fees are system connection fees paid by the developer in advance of construction activities and are non-refundable. Tap fees are typically used to fund construction of certain facilities and defray the acquisition costs of obtaining water rights. Construction fees are fees the Company may receive from developers to construct assets that are typically required to be constructed by the developer.

Proceeds from tap fees and construction fees are deferred upon receipt and recognized in income either upon completion of construction of infrastructure or ratably over time, depending on whether the Company owns the infrastructure constructed with the proceeds or the customer owns the infrastructure constructed with the proceeds.

Tap and construction fees derived from agreements in which the Company will not own the assets constructed with the fees (for example the assets constructed for use on the Lowry Range) are recognized as revenue using the percentage-of-completion method. Costs of construction of the assets when the Company will not own the assets are recorded as costs of revenue.

Tap and construction fees derived from agreements for which the Company will own the infrastructure (for example the assets constructed for use at the Arapahoe County Fairgrounds (the “Fairgrounds”)) are recognized as revenues ratably over the estimated accounting service life of the facilities constructed, starting at completion of construction, which could be in excess of thirty years. Costs of construction of the assets when the Company will own the assets are capitalized and depreciated over their estimated economic lives.

PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009, 2008 AND 2007

The Company recognized approximately $14,300 of water tap fee revenues in each of the three fiscal years ended August 31, 2009, respectively. These tap fee revenues relate to the Water Service Agreement (the “County Agreement”) with Arapahoe County (the “County”) entered into in August 2005. The Company began recognizing the water tap fees as revenue ratably over the estimated service period upon completion of the Wholesale Facilities in its fiscal 2006. The water tap fees being recognized over this period are net of the royalty payments (described below) to the State of Colorado Board of Land Commissioners (the “Land Board”) and amounts paid to third parties pursuant to the Comprehensive Amendment Agreement No. 1 (the “CAA”) as further described in Note 6 below.

The Company recognized approximately $41,500 of “Special Facilities” funding as revenue in each of the three fiscal years ended August 31, 2009, respectively. These construction revenues also relate to the County Agreement as more fully described in Note 4 below.

As of August 31, 2009, the Company has deferred recognition of approximately $1.5 million of tap and construction fee revenue from the County, which will be recognized as revenue ratably through 2036.

Monthly Usage and Service Fees. Monthly water usage charges 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 our 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. One SFE is assumed to have a water demand of approximately 0.4 acre-feet per year; and to contribute wastewater flows of approximately 300 gallons per day. Water usage pricing uses a tiered pricing structure. The Company recognizes water usage revenues upon delivering water to its customers. The water revenues recognized by the Company are shown net of royalties to the Land Board and amounts retained by the Rangeview Metropolitan District (the “District”).

The Company recognizes wastewater processing revenues monthly based on flat fees assessed per SFE. The monthly wastewater service fees are shown net of amounts retained by the District.

The Company recognized approximately $137,400, $159,600 and $149,500 of water usage revenues during the fiscal years ended August 31, 2009, 2008 and 2007, respectively. The Company recognized approximately $67,000, $67,000, and $60,300 of wastewater revenues during the fiscal years ended August 31, 2009, 2008 and 2007, respectively.

Costs of delivering water and providing wastewater service to customers are recognized as incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less. The Company’s cash equivalents are comprised entirely of money market funds maintained at a high quality financial institution.

PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009, 2008 AND 2007

Financial Instruments – Concentration of Credit Risk and Fair Value

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents and marketable securities. The Company places its cash equivalents and investments with a high quality financial institution. At various times throughout fiscal 2009, cash deposits have exceeded federally insured limits. The Company invests its excess cash primarily in certificates of deposit, money market instruments, commercial paper obligations, corporate bonds and US government treasury obligations. To date, the Company has not experienced significant losses on any of these investments.

Cash Flows

The Company did not pay any interest or income taxes during the three fiscal years ended August 31, 2009.

Marketable Securities

At August 31, 2009, the Company’s marketable securities are comprised entirely of certificates of deposit maintained at various financial institutions, each of which have invested balances below federally insured limits and pay interest at stated rates through maturity. None of the Company’s certificates of deposit had unrealized losses at August 31, 2009. The certificates mature at various dates through February 2011; however, these securities represent temporary investments and it is management’s intent to hold these securities available for current operations and not hold them until maturity, therefore they are classified as available-for-sale securities and are recorded at fair value. The Company has no investments in equity instruments.

The Company’s marketable securities are recorded as available-for-sale and therefore any unrecognized changes in the fair value of these marketable securities is included as a component of accumulated comprehensive income (loss).

At August 31, 2008 the Company did not have any investments classified as marketable securities as they were all sold or matured during the fiscal year.

For the fiscal years ended August 31, 2009, 2008 and 2007 gross realized gains totaled approximately $0, $2,000, and $100, respectively.

Accounts receivable

The Company records accounts receivable net of allowances for uncollectible accounts (none as of August 31, 2009 or 2008). Any allowance for uncollectible accounts would be determined based on specific review of past due accounts.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the eventual use of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company believes there are no impairments in the carrying amounts of its long-lived assets at August 31, 2009.

Water and Wastewater Systems

If costs meet the Company’s capitalization criteria, costs to construct water and wastewater systems are capitalized as incurred, including interest, and depreciated over their estimated useful lives. The Company capitalizes design and construction costs related to construction activities and it capitalizes certain legal, engineering and permitting costs relating to the adjudication and improvement of its water assets.

PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009, 2008 AND 2007

Depletion and Depreciation of Water Assets

The Company depletes its water assets that are being utilized on the basis of units produced divided by the total volume of water adjudicated in the water decrees. Water systems are depreciated on a straight line basis over their estimated useful lives of up to thirty years.

Share-based Compensation

The Company maintains a stock option plan for the benefit of its employees and directors. The Company records share-based compensation costs which are measured at the grant date based on the fair value of the award and are recognized as expense over the applicable vesting period of the stock award using the straight-line method. The Company has adopted the alternative transition method for calculating the tax effects of share-based compensation which allows for a simplified method of calculating the tax effects of employee share-based compensation. Because the Company has a full valuation allowance on its deferred tax assets, the granting and exercise of stock options during the fiscal years ended August 31, 2009 and 2008 had no impact on the income tax provisions.

The Company recognized approximately $325,500, $351,500 and $287,300 of share-based compensation expenses during the fiscal years ended August 31, 2009, 2008 and 2007, respectively.

Income Taxes

Pursuant to GAAP, on September 1, 2007, the Company adopted a “more-likely-than-not” threshold for the recognition and de-recognition of tax positions, including any potential interest and penalties relating to tax positions taken by the Company. The Company did not have any significant unrecognized tax benefits and therefore, there was no material effect on its financial condition or results of operations as a result of this implementation.

The Company files income tax returns with the Internal Revenue Service and the State of Colorado. The tax years that remain subject to examination are fiscal 2006 through fiscal 2009. The Company does not believe there will be any material changes in its unrecognized tax positions over the next twelve months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At August 31, 2009, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the fiscal years ended August 31, 2009, 2008 or 2007.

Loss per Common Share

Loss per common share is computed by dividing net loss by the weighted average number of shares outstanding during each period. Common stock options and warrants aggregating 250,092, 155,092, and 140,092, common share equivalents as of August 31, 2009, 2008 and 2007, respectively, have been excluded from the calculation of loss per common share as their effect is anti-dilutive.

PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009, 2008 AND 2007

Recently Issued Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. New pronouncements assessed by the Company recently are discussed below:

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 provides for the FASB Accounting Standards Codification (the “Codification”) to become the single official source of authoritative, nongovernmental GAAP. The Codification did not change GAAP but reorganizes the literature. SFAS 168 is effective for interim and annual periods ending after September 15, 2009 (November 30, 2009 for the Company). The Company does not believe that the provisions of SFAS 168 will have a material impact on its financial statements

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009 (September 1, 2010 for the Company). The Company is currently evaluating the effect the adoption of SFAS 167 will have on its financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity within the balance sheet. The Company will adopt SFAS 160 on September 1, 2009, and the Company does not believe this will a material impact on its financial statements.

Reclassifications

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

NOTE 3: FAIR VALUE MEASUREMENTS

Effective September 1, 2008, the Company adopted the FASB fair value statements. This did not have a material effect on the Company’s financial position, results of operations or cash flows for the fiscal year ended August 31, 2009. Except for those assets and liabilities which are required to be recorded at fair value, the Company elected not to record any other assets or liabilities at fair value. As permitted, the Company elected to defer the adoption of the nonrecurring fair value measurement disclosures of nonfinancial assets and liabilities until September 1, 2009.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.

Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. The Company had none of these instruments at August 31, 2009.

Level 2 – Valuations are obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal market for these securities is the secondary institutional markets and valuations are based on observable market data in those markets. The Company had one Level 2 asset at August 31, 2009.

Level 3 – Valuations for assets and liabilities that are derived from other valuation methodologies, including discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. The Company had one Level 3 liability at August 31, 2009, the “Tap Participation Fee” liability, which is described in greater detail in Note 8 below.

PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009, 2008 AND 2007

The Company maintains policies and procedures to value instruments using the best and most relevant data available.

Level 2 Asset – Marketable Securities Measured on a Recurring Basis

The Company’s marketable securities were acquired during the fiscal year ended August 31, 2009, and are the Company’s only financial asset or liability measured on a recurring basis. The fair value of the marketable securities are based on the values reported by the financial institution where the funds are held.

These securities include only federally insured certificates of deposit.

Level 3 Liability – Tap Participation Fee Payable to HP A&M

The Company’s Tap Participation Fee liability is the Company’s only financial asset or liability measured on a non-recurring basis. As further described in Note 8 below, the Tap Participation Fee liability is valued by projecting new home development in the Company’s targeted service area over an estimated development period.

The following table provides information on the assets and liabilities measured at fair value as of August 31, 2009.

										Fair Value Measurement Using:
										Quoted Prices				Significant
										in Active				Other				Significant				Total
										Markets for				Observable				Unobservable				Unrealized
										Identical Assets				Inputs				Inputs				Gains and
		Carrying Value				Fair Value				(Level 1)				(Level 2)				(Level 3)				Losses
Marketable securities		$	3,002,208			$	3,002,208			$	—			$	3,002,208			$	—			$	3,986
Tap Participation Fee liability		$	57,521,329			$	57,521,329			$	—			$	—			$	57,521,329			$	—

Although not required, the Company deems the following table, which presents the changes in the Tap Participation Fee for the fiscal year ended August 31, 2009, to be helpful to the users of its financial statements.

		Fair Value Measurement at August 31 using Significant
		Unobservable Inputs (Level 3)
										Discount – to be
										imputed as
		Gross Estimated				Tap Participation				interest expense
		Tap Participation				Fee Reported				in future
		Fee Liability				Liability				periods
Balance at August 31, 2008		$	108,449,321			$	53,848,000			$	54,601,321
Total gains and losses (realized and unrealized):
Imputed interest recorded as “Other Expense”			—				3,733,000				(3,733,000	)
Increase in estimated value (to be realized in future periods)			4,758,038				—				4,758,038
Purchases, sales, issuances, payments, and settlements			(59,671	)			(59,671	)			—
Transfers in and/or out of Level 3			—				—				—
Balance at August 31, 2009		$	113,147,688			$	57,521,329			$	55,626,359