GWRS 10-Q Quarterly Report Sept. 30, 2017

GLOBAL WATER RESOURCES, INC.

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10-Q 1 gwrsq30930201710q.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________________________________

FORM 10-Q

_____________________________________________________________

(Mark One)



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

For the quarterly period ended September 30, 2017



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

For the transition period from _______________ to _______________

Commission File Number: 001-37756

______________________________________________________________

Global Water Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________________________________________________



Delaware	90-0632193
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

21410 N. 19th Avenue #220, Phoenix, AZ	85027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (480) 360-7775

_______________________________________________________________

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

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

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



Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of November 9, 2017, the registrant had 19,631,266 shares of common stock, $0.01 par value per share, outstanding.

TABLE OF CONTENTS




PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statement of Shareholders' Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
Signatures		42

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GLOBAL WATER RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)



	September 30, 2017		December 31, 2016
ASSETS
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment	285,623		273,366
Less accumulated depreciation	(73,786	)	(72,877	)
Net property, plant and equipment	211,837		200,489
CURRENT ASSETS:
Cash and cash equivalents	7,838		20,498
Accounts receivable — net	1,588		1,471
Due from affiliates	494		333
Accrued revenue	1,886		1,619
Prepaid expenses and other current assets	914		819
Total current assets	12,720		24,740
OTHER ASSETS:
Intangible assets — net	12,772		12,772
Regulatory asset	27		110
Bond service fund and other restricted cash	440		228
Equity method investment	375		480
Total other assets	13,614		13,590
TOTAL ASSETS	238,171		238,819
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	241		1,791
Accrued expenses	8,827		7,602
Deferred revenue	2		1
Customer and meter deposits	1,401		1,482
Long-term debt and capital leases — current portion	8		25
Total current liabilities	10,479		10,901
NONCURRENT LIABILITIES:
Long-term debt and capital leases	114,355		114,317
Deferred regulatory gain - ICFA	19,739		19,740
Regulatory liability	7,859		7,859
Advances in aid of construction	62,263		61,996
Contributions in aid of construction — net	4,433		4,585
Deferred income tax liabilities, net	3,719		2,585
Acquisition liability	934		934
Other noncurrent liabilities	1,005		913
Total noncurrent liabilities	214,307		212,929
Total liabilities	224,786		223,830
Commitments and contingencies (see Note 13)
SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value, 60,000,000 shares authorized; 19,631,266 and 19,581,266 shares issued as of September 30, 2017 and December 31, 2016, respectively	196		196
Paid in capital	15,547		18,968
Accumulated deficit	(2,358	)	(4,175	)
Total shareholders' equity	13,385		14,989
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	238,171		238,819

See accompanying notes to the condensed consolidated financial statements

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GLOBAL WATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
REVENUES:
Water services	4,165			$	4,067		$	10,847		$	10,703
Wastewater and recycled water services	4,284			4,093			12,502			11,822
Unregulated revenues	23			20			59			60
Total revenues	8,472			8,180			23,408			22,585

OPERATING EXPENSES:
Operations and maintenance	1,574			1,561			4,499			4,769
Operations and maintenance - related party	366			467			1,091			1,403
General and administrative	2,012			1,741			7,031			6,788
Depreciation	1,710			1,524			5,164			4,751
Total operating expenses	5,662			5,293			17,785			17,711
OPERATING INCOME	2,810			2,887			5,623			4,874

OTHER INCOME (EXPENSE):
Interest income	4			5			14			12
Interest expense	(1,272		)	(1,315		)	(3,889		)	(10,595		)
Other	439			436			1,127			1,866
Other - related party	(12		)	72			169			(70		)
Total other expense	(841		)	(802		)	(2,579		)	(8,787		)

INCOME (LOSS) BEFORE INCOME TAXES	1,969			2,085			3,044			(3,913		)
INCOME TAX (EXPENSE) BENEFIT	(766		)	(800		)	(1,227		)	1,353
NET INCOME (LOSS)	$	1,203		$	1,285		$	1,817		$	(2,560	)

Basic earnings (loss) per common share	$	0.06		$	0.07		$	0.09		$	(0.13	)
Diluted earnings (loss) per common share	$	0.06		$	0.07		$	0.09		$	(0.13	)
Dividends declared per common share	$	0.07		$	0.07		$	0.21		$	0.20

Weighted average number of common shares used in the determination of:
Basic	19,617,951			19,581,266			19,596,467			19,000,566
Diluted	19,667,141			19,610,604			19,632,196			19,000,566

See accompanying notes to the condensed consolidated financial statements

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GLOBAL WATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(in thousands, except share and per share amounts)

(Unaudited)



	Shares	Common Stock		Paid-in Capital			Accumulated Deficit			Total Equity
BALANCE - December 31, 2016	19,581,266	$	196	$	18,968		$	(4,175	)	$	14,989
Dividend declared $0.21 per share	—	—		(4,024		)	—			(4,024		)
Merger of GWRC	—	—		53			—			53
Stock option exercise	50,000	—		375			—			375
Stock compensation	—	—		175			—			175
Net income	—	—		—			1,817			1,817
BALANCE - September 30, 2017	19,631,266	$	196	$	15,547		$	(2,358	)	$	13,385

See accompanying notes to the condensed consolidated financial statements

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GLOBAL WATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



	Nine Months Ended September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,817		$	(2,560	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred compensation	1,229			1,470
Depreciation	5,164			4,751
Write-off of debt issuance costs	—			2,165
Amortization of deferred debt issuance costs and discounts	33			417
Loss on sale of Willow Valley	—			54
Loss on equity investment	106			333
Other (gains) and losses	17			(966		)
Provision for doubtful accounts receivable	87			45
Deferred income tax expense (benefit)	1,134			(1,618		)
Changes in assets and liabilities, net of acquisition related purchase accounting adjustments:
Accounts receivable	(197		)	(422		)
Other current assets	(523		)	(981		)
Accounts payable and other current liabilities	(635		)	(627		)
Other noncurrent assets	80			91
Other noncurrent liabilities	(32		)	16
Net cash provided by operating activities	8,280			2,168

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(16,602		)	(4,513		)
Proceeds from the sale of Willow Valley	—			2,254
(Deposits) withdrawals of restricted cash, net	(212		)	119
Other cash flows from investing activities	—			13
Net cash used in investing activities	(16,814		)	(2,127		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid	(4,012		)	(3,734		)
Advances in aid of construction	435			234
Proceeds from stock option exercise	375			—
Principal payments under capital lease	(80		)	(108		)
Refunds of advances for construction	(844		)	(783		)
Loan borrowings	—			115,000
Repayments of bond debt	—			(106,695		)
Proceeds withdrawn from bond service fund	—			8,825
Proceeds from sale of stock	—			8,372
Payment of Sonoran acquisition liability	—			(2,800		)
Debt issuance costs paid	—			(760		)
Payments of offering costs for sale of stock	—			(2,823		)
Net cash provided by (used in) financing activities	(4,126		)	14,728
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(12,660		)	14,769
CASH AND CASH EQUIVALENTS — Beginning of period	20,498			11,513
CASH AND CASH EQUIVALENTS – End of period	$	7,838		$	26,282

See accompanying notes to the condensed consolidated financial statements

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GLOBAL WATER RESOURCES, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

1. INTERIM FINANCIAL STATEMENTS

Basis of Presentation and Principles of Consolidation – The condensed consolidated financial statements of Global Water Resources, Inc. (the “Company”, “GWRI”, “we”, “us”, or “our”) and related disclosures as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 are unaudited. The December 31, 2016 condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These financial statements follow the same accounting policies and methods of their application as the Company’s most recent annual consolidated financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2016 . In our opinion, these financial statements include all normal and recurring adjustments necessary for the fair statement of the results for the interim period. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year, due to the seasonality of our business.

The Company prepares its financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of the financial statements in conformity with U.S. 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 income and expenses during the reporting period. Actual results could differ from those estimates. The U.S. dollar is the Company’s reporting currency and functional currency.

The Company qualifies as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), under the rules and regulations of the SEC. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. The Company elected to take advantage of these provisions for up to five years or such earlier time that the Company is no longer an emerging growth company. The Company has elected to take advantage of some of the reduced disclosure obligations regarding financial statements. Also, as an emerging growth company the Company can elect to delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has chosen to take advantage of this extended accounting transition provision.

Corporate Transactions — Sale of certain MXA and WMA contracts — In September 2013, the Company sold its Wastewater Facilities Main Extension Agreements (“MXA”) and Offsite Water Management Agreements (“WMA") for the contemplated Loop 303 service area along with their related rights and obligations to EPCOR Water Arizona Inc. (“EPCOR”) (collectively the “Transfer of Project Agreement”, or “Loop 303 Contracts”). Pursuant to the Transfer of Project Agreement, EPCOR agreed to pay GWRI approximately $4.1 million over a multi-year period. As part of the consideration, GWRI agreed to complete certain engineering work required in the WMAs, which work had been completed prior to January 1, 2015. As the engineering work has been completed, the Company effectively has no further obligations under the WMAs, the MXAs, or the Transfer of Project Agreement. Prior to January 1, 2015, the Company had received $2.8 million of proceeds and recognized income of approximately $3.3 million within other income (expense) in the statement of operations related to the gain on sale of these agreements and the proceeds received prior to January 1, 2015 for engineering work required in the WMAs. The Company received additional proceeds of approximately $296,000 in April 2015 and recognized those amounts as income at that time. Receipt of the remaining $1.0 million of proceeds will be recorded as additional income over time as certain milestones are met between EPCOR and the developers/landowners.

S ale of Willow Water Valley Co., Inc. — On March 23, 2015, the Company reached an agreement to sell the operations and assets of Willow Valley Water Company, Inc. (“Willow Valley”) to EPCOR. EPCOR purchased the operations, assets, and rights used by Willow Valley to operate the utility system for $2.3 million . The transaction was approved by the Arizona Corporation Commission (“ACC”) on March 10, 2016, and the transaction closed on May 9, 2016.

Per ASC 360-10-45-9, Impairment and Disposal of Long-Lived Assets, the assets and liabilities of Willow Valley were determined to meet the criteria to be classified as held for sale beginning with our March 31, 2015 consolidated financial statements. The criteria utilized to make this determination were: (i) management had the authority and had entered into an agreement to sell the assets of Willow Valley; (ii) the assets and liabilities were available for immediate sale in their present condition; (iii) the approval from the ACC was probable within the next year; (iv) a reasonable price had been agreed upon; and (v) it was unlikely that significant changes to the agreement would occur prior to approval. In consideration of ASC 205-20-45-1, the Willow Valley

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transaction did not meet the criteria for discontinued operations as the transaction did not change the services provided nor the manner in which the Company operates. Therefore, it was determined the transaction did not represent a strategic shift. A loss of $54,000 was recognized upon close of the sale of Willow Valley in the second quarter of 2016.

Merger with GWR Global Water Resources Corp. (“GWRC”) — On May 3, 2016, the Company completed the merger of GWRC into GWRI. At the time of the merger, GWRC ceased to exist as a British Columbia corporation and the Company continued as the surviving entity of the merger. See Note 7 – “Transactions with Related Parties”. In conjunction with the merger of GWRC into GWRI, the Company recorded $731,000 in accounts payable and $353,000 in deferred compensation on the books of GWRI that were previously recorded at GWRC. In addition to these liabilities, the Company also recorded an approximate $1.4 million tax liability associated with the transfer of GWRC from Canada to the United States, which liability has since been settled. A corresponding reduction in paid in capital was recorded with the merging of these liabilities into GWRI. The 8,726,747 outstanding common shares of the Company held by GWRC, and acquired by the Company at the time of merger, were recorded as treasury stock and were retired in December 2016.

Initial Public Offering — On April 27, 2016, the SEC declared effective the registration statement relating to the public offering of our common stock. On May 3, 2016, the Company completed the initial public offering of 1,164,800 shares of common stock at $6.25 per share for gross proceeds of approximately $7.3 million (the “U.S. IPO”). The Company granted the underwriter the option to purchase up to an additional 174,720 shares of common stock at the same price, which was exercised by the underwriter on May 11, 2016, for additional gross proceeds of $1.1 million . Our shares of common stock are listed on the NASDAQ Global Market and the Toronto Stock Exchange under the symbols “GWRS” and “GWR”, respectively.

Sonoran Acquisition Liability — On March 17, 2016, the Company entered into an agreement with Sonoran Utility Services, LLC (“Sonoran”) to amend certain provisions of the purchase and sale agreement related to the acquisition of Sonoran’s assets on June 15, 2005. The amended agreement allowed the Company to reduce its original $3.8 million acquisition liability due to Sonoran by approximately $1.0 million to $2.8 million , if the Company settled the amount due within ten days of the closing of the note purchase agreement relating to the issuance of the Company's senior secured notes (“Note Purchase Agreement”), see Note 9 – “Debt – 2016 Senior Secured Notes”. The Note Purchase Agreement closed on June 24, 2016 and the Sonoran liability was subsequently settled in June 2016. Upon settlement of the Sonoran acquisition liability, the Company recorded a gain of $954,000 in other income.

Private Letter Ruling — On June 2, 2016, the Company received a Private Letter Ruling from the Internal Revenue Service ("IRS") that, for purposes of deferring the approximately $19.4 million gain realized from the condemnation of the operations and assets of Valencia Water Company, determined that the assets converted upon the condemnation of such assets could be replaced through certain reclamation facility improvements contemplated by the Company under Internal Revenue Code §1033 as property similar or related in service or use. In June 2016, the Company converted all operating subsidiaries from corporations to limited liability companies to take full advantage of the benefits of such ruling.

Pursuant to Internal Revenue Code §1033, the Company may defer the gain on condemnation through the end of 2017. On April 18, 2017, the Company filed a request for a one -year extension to defer the gain to the end of 2018, which the IRS approved on August 8, 2017. Following the approval of the extension, the Company has slightly modified the timing of certain planned investments within its capital improvement plan in accordance with Internal Revenue Code §1033. Accordingly, the Company expects that these investments will be substantially completed in 2017, with the remaining improvements to be completed in early 2018. As a result of the Private Letter Ruling, the Company increased capital expenditures in 2017 as compared to recent years, and expects corresponding reductions to occur in 2018, 2019, and beyond. As of September 30, 2017 , our deferred tax liability relating to the Valencia Water Company condemnation was approximately $10.5 million .

Acquisition of Eagletail Water Company — On May 15, 2017, the Company acquired Eagletail Water Company ("Eagletail") via merger. Eagletail, a small water utility located west of metropolitan Phoenix, adds approximately 55 active water connections and six square miles of approved service area to the Company’s existing regional service footprint. Total consideration was approximately $80,000 . As part of the transaction, the Company acquired assets of approximately $80,000 and assumed liabilities of approximately $78,000 .

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Significant Accounting Policies

Basic and Diluted Earnings per Common Share — As of September 30, 2017 , the Company had 740,000 options outstanding to acquire shares of the Company's common stock. The 275,000 options outstanding from the 2016 option grant provide 49,190 and 35,729 common share equivalents for the three and nine months ended September 30, 2017 , respectively, which were included within the calculation of diluted earnings per share for each respective period. The 465,000 options outstanding from the 2017 option grant were not included within the 2017 dilutive earnings per share calculations, as to do so would be antidilutive.

As of September 30, 2016 , the 325,000 options outstanding from the 2016 option grant provided 29,338 and 15,189 common share equivalents for the three and nine months ended September 30, 2016 , respectively. The 29,338 share equivalents were included within the dilutive earnings per share calculation for the three months ended September 30, 2016 . The 15,189 share equivalents were not included within the dilutive earnings per share calculation for the nine months ended September 30, 2016 , as to do so would be antidilutive in periods of net loss. See Note 11 – “Deferred Compensation Awards” for additional information regarding the option grants.

Immaterial Correction of an Error in Previously Issued Financial Statements — Subsequent to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017, the Company identified prior period misstatements in stock compensation expense that resulted in the overstatement of general and administrative expense in the Company's consolidated statement of operations. The Company assessed the materiality of these misstatements both quantitatively and qualitatively and determined the correction of these errors to be immaterial to the prior consolidated financial statements taken as a whole. As a result, the Company has corrected the misstatements in the accompanying financial statements. The misstatements had no impact on the net cash flows from operating, investing, or financing activities.

The following tables summarize the impact of the correction to the prior accompanying financial statements (in thousands).



	Three Months Ended September 30, 2016 (as Previously Reported)			Adjustments			Three Months Ended September 30, 2016 (as Corrected)
General and administrative	$	1,963		$	(222	)	$	1,741
Total operating expenses	5,515			(222		)	5,293
Operating income	2,665			222			2,887
Income before income taxes	1,863			222			2,085
Income tax expense	(717		)	(83		)	(800		)
Net income	1,146			139			1,285
Basic earnings per common share	0.06			0.01			0.07
Diluted earnings per common share	0.06			0.01			0.07



	Nine Months Ended September 30, 2016 (as Previously Reported)			Adjustments			Nine Months Ended September 30, 2016 (as Corrected)
General and administrative	$	7,110		$	(322	)	$	6,788
Total operating expenses	18,033			(322		)	17,711
Operating income	4,552			322			4,874
Income (loss) before income taxes	(4,235		)	322			(3,913		)
Income tax benefit (expense)	1,473			(120		)	1,353
Net income (loss)	(2,762		)	202			(2,560		)
Basic earnings (loss) per common share	(0.15		)	0.02			(0.13		)
Diluted earnings (loss) per common share	(0.15		)	0.02			(0.13		)

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	December 31, 2016 (as Previously Reported)			Adjustments			December 31, 2016 (as Corrected)
Deferred income tax liabilities, net	$	2,383		$	202		$	2,585
Total liabilities	223,628			202			223,830
Paid in capital	19,510			(542		)	18,968
Accumulated deficit	(4,515		)	340			(4,175		)
Total shareholders' equity	15,191			(202		)	14,989

The correction decreased general and administrative expense by $542,000 and net loss by $340,000 for the year ended December 31, 2016, as previously reported.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which completes the joint effort between the FASB and International Accounting Standards Board to converge the recognition of revenue between the two boards. The new standard affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets not included within other FASB standards. The guiding principal of the new standard is that an entity should recognize revenue in an amount that reflects the consideration to which an entity expects to be entitled for the delivery of goods and services. ASU 2014-09 may be adopted using either of two acceptable methods: (1) retrospective adoption to each prior period presented with the option to elect certain practical expedients; or (2) adoption with the cumulative effect recognized at the date of initial application and providing certain disclosures. To assess at which time revenue should be recognized, an entity should use the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. For public business entities, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within the reporting period. For private companies, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods beginning after December 15, 2019. Earlier application is allowed in certain circumstances. The Company does not believe this update will have an effect on the Company’s regulated revenue. The Company is continuing to monitor the American Institute of Certified Public Accountant's Power and Utility Entities Revenue Recognition Task Force recommendations and proposals specific to utilities, in particular contributions in aid of construction, which the Company does not believe will have an effect on the recognition of revenue.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-2”). ASU 2016-02 requires lessees record a right-of-use asset and corresponding lease obligation for lease arrangements with a term of greater than twelve months. ASU 2016-02 requires additional disclosures about leasing arrangements and requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. This guidance will be effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. For all other entities, the guidance is effective for annual periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed by current U.S. GAAP and thereby reduce the current diversity in practice. This guidance is effective for public companies for annual periods beginning after December 15, 2017 and interim periods within those annual periods. For all other entities, the guidance is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 instructs entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs (compared to current U.S. GAAP which prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party). The guidance is effective for public companies for annual periods beginning after December 15, 2017 and interim periods within those annual periods. For all other entities, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. The guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.

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The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (“ASU2016-18”). ASU 2016-18 requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The guidance is effective for public companies for annual periods beginning after December 15, 2017, and interim periods within those annual periods. For all other entities, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The guidance should be applied using a retrospective transition method for each period presented. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides a more robust framework to use in determining when a set of assets and activities is a business. Also the amendments provide more consistency in applying the guidance, reducing the costs of application, and make the definition of a business more operable. The guidance is effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other entities, the guidance is effective for annual periods beginning after December 15, 2018, and interim periods with annual periods beginning after December 15, 2019. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

2. REGULATORY DECISION AND RELATED ACCOUNTING AND POLICY CHANGES

Our regulated utilities and certain other balances are subject to regulation by the ACC and meet the requirements for regulatory accounting found within ASC Topic 980, Regulated Operations .

In accordance with ASC Topic 980, rates charged to utility customers are intended to recover the costs of the provision of service plus a reasonable return in the same period. Changes to the rates are made through formal rate applications with the ACC, which we have done for all of our operating utilities and which are described below.

On July 9, 2012, we filed formal rate applications with the ACC to adjust the revenue requirements for seven utilities representing a collective rate increase of approximately 28% over 2011 revenue levels. In August 2013, the Company entered into a settlement agreement with ACC Staff, the Residential Utility Consumers Office, the City of Maricopa, and other parties to the rate case. The settlement required approval by the ACC’s Commissioners before it could take effect. In February 2014, the rate case proceedings were completed and the ACC issued Rate Decision No. 74364, effectively approving the settlement agreement. The rulings of the decision include, but are not limited to, the following:


•	For the Company’s utilities, adjusting for the condemnation of the operations and assets of Valencia Water Company and sale of Willow Valley, a collective revenue requirement increase of $3.6 million based on 2011 test year service connections, phased-in over time, with the first increase in January 2015 as follows (in thousands):



	Incremental		Cumulative
2015	$	1,083	$	1,083
2016	887		1,970
2017	335		2,305
2018	335		2,640
2019	335		2,975
2020	335		3,310
2021	335		3,645

Whereas this phase-in of additional revenues was determined using a 2011 test year, to the extent that the number of active service connections increases from 2011 levels, the additional revenues may be greater than the amounts set forth above. On the other hand, if active connections decrease or we experience declining usage per customer, we may not realize all of the anticipated revenues.


•	Full reversal of the imputation of CIAC balances associated with funds previously received under infrastructure coordination and financing agreements (“ICFAs”), as required in the Company’s last rate case. The reversal restored rate base or future rate base and had a significant impact of restoring shareholder equity on the balance sheet.

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•	The Company has agreed to not enter into any new ICFAs. Existing ICFAs will remain in place, but a portion of future payments to be received under the ICFAs will be considered as hook-up fees, which are accounted for as CIAC once expended on plant.


•	A 9.5% return on common equity was adopted.


•	None of the Company’s utilities will file another rate application before May 31, 2016. GWRI’s subsidiaries, Global Water - Santa Cruz Water Company (“Santa Cruz”) and Global Water - Palo Verde Utilities Company (“Palo Verde”), may not file for another rate increase before May 31, 2017.

The following provides additional discussion on accounting and policy changes resulting from Rate Decision No. 74364.

Infrastructure Coordination and Financing Agreements – ICFAs are agreements with developers and homebuilders whereby GWRI, the indirect parent of the operating utilities, provides services to plan, coordinate, and finance the water and wastewater infrastructure that would otherwise be required to be performed or subcontracted by the developer or homebuilder.

Under the ICFAs, GWRI has a contractual obligation to ensure physical capacity exists through its regulated utilities for water and wastewater to the landowner/developer when needed. This obligation persists regardless of connection growth. Fees for these services are typically a negotiated amount per equivalent dwelling unit for the specified development or portion of land. Payments are generally due in installments, with a portion due upon signing of the agreement, a portion due upon completion of certain milestones, and the final payment due upon final plat approval or sale of the subdivision. The payments are non-refundable. The agreements are generally recorded against the land and must be assumed in the event of a sale or transfer of the land. The regional planning and coordination of the infrastructure in the various service areas has been an important part of GWRI’s business model.

Prior to January 1, 2010, GWRI accounted for funds received under ICFAs as revenue once the obligations specified in the ICFA were met. As these arrangements are with developers and not with the end water or wastewater customer, the timing of revenue recognition coincided with the completion of GWRI’s performance obligations under the agreement with the developer and with GWRI’s ability to provide fitted capacity for water and wastewater service through its regulated subsidiaries.

The 2010 Regulatory Rate Decision No. 71878 established new rates for the recovery of reasonable costs incurred by the utilities and a return on invested capital. In determining the new annual revenue requirement, the ACC imputed a reduction to rate base for all amounts related to ICFA funds collected by the Company that the ACC deemed to be CIAC for rate making purposes. As a result of the decision by the ACC, GWRI changed its accounting policy for the accounting of ICFA funds. Effective January 1, 2010, GWRI recorded ICFA funds received as CIAC. Thereafter, the ICFA-related CIAC was amortized as a reduction of depreciation expense over the estimated depreciable life of the utility plant at the related utilities.

With the issuance of Rate Decision No. 74364, in February 2014, the ACC again changed how ICFA funds would be characterized and accounted for going forward. Most notably, the ACC changed the rate treatment of ICFA funds, and ICFA funds already received would no longer be deemed CIAC for rate making purposes. In conjunction with Rate Decision No. 74364, we eliminated the CIAC liability and reversed the associated regulatory liability brought about by the 2010 ruling. ICFA funds already received or which had become due prior to the date of Rate Decision No. 74364 were accounted for in accordance with the Company’s ICFA revenue recognition policy that had been in place prior to the 2010 Regulatory Rate Decision, wherein the funds received are recognized as revenue once the obligations specified in the ICFA were met. Rate Decision No. 74364 prescribes that of the ICFA funds which come due and are paid subsequent to December 31, 2013, 70% of the ICFA funds will be recorded in the associated utility subsidiary as a hook-up fee (“HUF”) liability, with the remaining 30% to be recorded as deferred revenue, which the Company accounts for in accordance with the Company's ICFA revenue recognition policy. A HUF tariff, specifying the dollar value of a HUF for each utility, was approved by the ACC as part of Rate Decision No. 74364. The Company is responsible for assuring the full HUF value is paid from ICFA proceeds, and recorded in its full amount, even if it results in recording less than 30% of the ICFA fee as deferred revenue.

The Company will account for the portion allocated to the HUF as a CIAC contribution. However, in accordance with the ACC directives the CIAC is not deducted from rate base until the HUF funds are expended for utility plant. Such funds will be segregated in a separate bank account and used for plant. A HUF liability will be established and will be amortized as a reduction of depreciation expense over the useful life of the related plant once the HUF funds are utilized for the construction of plant. For facilities required under a HUF or ICFA, the utilities must first use the HUF moneys received, after which, it may use debt or equity financing for the remainder of construction. The Company will record 30% of the funds received, up until the HUF liability is fully funded, as deferred revenue, which is to be recognized as revenue once the obligations specified within the ICFA are met. As of September 30, 2017 and December 31, 2016, ICFA deferred revenue recorded on the consolidated balance sheet totaled $19.7 million , which represents deferred revenue recorded for ICFA funds received on contracts that had become due prior to Rate Decision No. 74364. For ICFA contracts coming due after December 31, 2013, as funding is received 30% will be added to this balance with the

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remaining 70% recorded to a HUF liability, until the HUF liability is fully funded at which time any funding greater that the HUF liability will be recorded as deferred revenue.

Regulatory asset – Under ASC Topic 980, rate regulated entities defer costs and credits on the balance sheet as regulatory assets and liabilities when it is probable that these costs and credits will be recognized in the rate making process in a period different from the period in which they would have been reflected in income by an unregulated company. Certain costs associated with our rate cases have been deferred on our balance sheet as regulatory assets as approved by the ACC. At September 30, 2017 and December 31, 2016, the Company had one regulatory asset in the amount of $27,000 and $110,000 , respectively, related to costs incurred in connection with Rate Decision No. 74364. This amount began to amortize in January 2015, and will amortize over a three -year period.

Intangible assets / Regulatory liability – The Company previously recorded certain intangible assets related to ICFA contracts obtained in connection with our Santa Cruz, Palo Verde, and Sonoran acquisitions. The intangible assets represented the benefits to be received over time by virtue of having those contracts. Prior to January 1, 2010, the ICFA-related intangibles were amortized when ICFA funds were recognized as revenue. Effective January 1, 2010, in connection with the 2010 Regulatory Rate Decision, these assets became fully offset by a regulatory liability of $11.2 million since the imputation of ICFA funds as CIAC effectively resulted in the Company not being able to benefit (through rates) from the acquired ICFA contracts.

Effective January 1, 2010, the gross ICFAs intangibles began to be amortized when cash was received in proportion to the amount of total cash expected to be received under the underlying agreements. However, such amortization expense was offset by a corresponding reduction of the regulatory liability in the same amount.

As a result of Rate Decision No. 74364, the Company changed its policy around the ICFA related intangible assets. As discussed above, pursuant to Rate Decision No. 74364, approximately 70% of ICFA funds to be received in the future will be recorded as a HUF, until the HUF is fully funded at the Company’s applicable utility subsidiary. The remaining approximate 30% of future ICFA funds will be recorded at the parent company level and will be subject to the Company’s ICFA revenue recognition accounting policy. As the Company now expects to experience an economic benefit from the approximately 30% portion of future ICFA funds, 30% of the regulatory liability, or $3.4 million , was reversed in 2014. The remaining 70% of the regulatory liability, or $7.9 million , will continue to be recorded on the balance sheet. At September 30, 2017 and December 31, 2016, this was the Company's sole regulatory liability.

Subsequent to Rate Decision No. 74364, the intangible assets will continue to amortize when the corresponding ICFA funds are received in proportion to the amount of total cash expected to be received under the underlying agreements. The recognition of amortization expense will be partially offset by a corresponding reduction of the regulatory liability.

3. PROPERTY, PLANT AND EQUIPMENT

Property, plant, and equipment at September 30, 2017 and December 31, 2016 consist of the following (in thousands):



	September 30, 2017			December 31, 2016			Average Depreciation Life (in years)
Mains/lines/sewers	$	116,832		$	115,790		47
Plant	72,535			67,744			25
Equipment	29,824			29,100			10
Meters	12,592			4,637			12
Furniture, fixture and leasehold improvements	368			383			8
Computer and office equipment	683			1,056			5
Software	273			240			3
Land and land rights	861			764
Other	224			226
Construction work-in-process	51,431			53,426
Total property, plant and equipment	285,623			273,366
Less accumulated depreciation	(73,786		)	(72,877		)
Net property, plant and equipment	$	211,837		$	200,489

4. ACCOUNTS RECEIVABLE

Accounts receivable as of September 30, 2017 and December 31, 2016 consist of the following (in thousands):



	September 30, 2017			December 31, 2016
Billed receivables	$	1,741		$	1,547
Less allowance for doubtful accounts	(153		)	(76		)
Accounts receivable – net	$	1,588		$	1,471

5. EQUITY METHOD INVESTMENT

On June 5, 2013, the Company sold Global Water Management, LLC (“GWM”), a wholly-owned subsidiary of GWRI, that owned and operated the FATHOM Water Management Holdings, LLP ("FATHOM™") business. In connection with the sale of GWM, the Company made a $1.6 million investment in FATHOM™ (the "FATHOM™ investment”). This limited partnership investment is accounted for under the equity method due to the FATHOM™ investment being considered more than minor.

In March 2017, FATHOM ™ completed a round of financing, wherein our ownership percentage was reduced from 8.0% to 7.1% on a fully diluted basis. In conjunction with the recapitalization, the Company's equity interest was adjusted in accordance with ASC 323, Investments-Equity Method and Joint Ventures, wherein we recorded a $243,000 gain for the nine months ended September 30, 2017 . The adjustment to the carrying value of the FATHOM™ investment was calculated using our proportionate share of FATHOM™'s adjusted net equity. The gain was recorded within other income and expense in our consolidated statement of operations in the first quarter of 2017. The carrying value of the FATHOM™ investment consisted of a balance of $375,000 as

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of September 30, 2017 and $480,000 as of December 31, 2016 , and reflects our initial investment, the adjustments related to subsequent rounds of financing, and our proportionate share of FATHOM™'s cumulative earnings (losses).

We evaluate the FATHOM™ investment for impairment whenever events or changes in circumstances indicate that the carrying value of the FATHOM™ investment may have experienced an “other-than-temporary” decline in value. Since the sale of GWM, the losses incurred on the FATHOM™ investment were greater than anticipated; however, based upon our evaluation of various relevant factors, including the recent round of financing and the ability of FATHOM™ to achieve and sustain an earnings capacity that would justify the carrying amount of the FATHOM™ investment, we do not believe the FATHOM™ investment to be impaired as of September 30, 2017 .

We have evaluated whether the FATHOM™ investment qualifies as a variable interest entity (“VIE”) pursuant to the accounting guidance of ASC 810, Consolidations . Considering the potential that the total equity investment in the FATHOM™ investment may not be sufficient to absorb the losses of the FATHOM™ investment, the Company currently views the FATHOM™ investment as a VIE. However, considering the Company’s minority interest and limited involvement with the FATHOM™ business, the Company is not required to consolidate FATHOM™. Rather, the Company has accounted for the FATHOM™ investment under the equity method.

6. INTANGIBLE ASSETS

Intangible assets as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands):



	September 30, 2017							December 31, 2016
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
INDEFINITE LIVED INTANGIBLE ASSETS:
CP Water Certificate of Convenience & Necessity service area	$	1,532	$	—		$	1,532	$	1,532	$	—		$	1,532
Intangible trademark	13		—			13		13		—			13
	1,545		—			1,545		1,545		—			1,545
AMORTIZED INTANGIBLE ASSETS:
Acquired ICFAs	17,978		(12,154		)	5,824		17,978		(12,154		)	5,824
Sonoran contract rights	7,406		(2,003		)	5,403		7,406		(2,003		)	5,403
	25,384		(14,157		)	11,227		25,384		(14,157		)	11,227
Total intangible assets	$	26,929	$	(14,157	)	$	12,772	$	26,929	$	(14,157	)	$	12,772

Acquired ICFAs and Sonoran contract rights are amortized when cash is received in proportion to the amount of total cash expected to be received under the underlying agreements. Due to the uncertainty of the timing of when cash will be received under ICFA agreements and contract rights, we cannot reliably estimate when the remaining intangible assets' amortization will be recorded. No amortization was recorded for these balances for the three and nine months ended September 30, 2017 and September 30, 2016 .

7. TRANSACTIONS WITH RELATED PARTIES

On January 19, 2016, GWRC announced that it agreed to pursue a reorganization transaction with the Company that resulted in GWRC merging with and into the Company (the “Reorganization Transaction”). GWRC was organized in 2010 to acquire shares of the Company, and held an approximate 47.8% interest in the Company prior to the merger. The Reorganization Transaction closed on May 3, 2016. As a result of the Reorganization Transaction, GWRC ceased to exist as a British Columbia corporation and the Company, governed by the corporate laws of the State of Delaware, is the surviving entity.

GWRC was not part of the consolidated Company prior to the completion of the Reorganization Transaction. GWRC had no employees. GWRI provided for the ongoing management and general administration of GWRC’s business affairs pursuant to a management agreement between GWRC and GWRI to provide such services. Accordingly, GWRC was economically dependent on the Company. Services provided by the Company under the management agreement were provided at no charge to GWRC, and were not monetarily significant. However, GWRC incurred certain costs not covered by the management agreement. These included GWRC’s accounting fees, legal fees, listing fees, and other costs directly associated with its former status as a publicly traded company. Whereas GWRC did not expect to generate cash flows from operating activities, the operating costs incurred by

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GWRC and other cash requirements were paid by the Company. Amounts paid by the Company on GWRC’s behalf during the nine months ended September 30, 2017 and 2016 totaled zero and $650,000 , respectively. The Company accounted for such payments as equity distributions to GWRC. In conjunction with the merger of GWRC into GWRI, the Company recorded $731,000 in accounts payable and $353,000 in deferred compensation on the books of GWRI that were previously recorded at GWRC. In addition to these liabilities, the Company also recorded an approximate $1.4 million tax liability associated with the transfer of GWRC from Canada to the United States, which liability has since been settled. A corresponding reduction in additional paid in capital was recorded with the merging of these liabilities into GWRI.

The Company provides medical benefits to our employees through our participation in a pooled plan sponsored by an affiliate of a shareholder and director of the Company. Medical claims paid to the plan were approximately $62,000 and $60,000 for the three months ended September 30, 2017 and 2016 , respectively. Medical claims paid to the plan were approximately $200,000 and $461,000 for the nine months ended September 30, 2017 and 2016 , respectively.

GWM has historically provided billing, customer service, and other support services for the Company’s regulated utilities. Amounts collected by GWM from the Company’s customers that GWM has not yet remitted to the Company are included within the “Due from affiliates” caption on the Company’s consolidated balance sheet. As of September 30, 2017 and December 31, 2016 , the unremitted balance totaled $494,000 and $333,000 , respectively. Notwithstanding the sale of GWM on June 5, 2013, GWM continues to provide these services to the Company’s regulated utilities under a long-term service agreement. Based on current service connections, annual fees to be paid to GWM for FATHOM™ services will be approximately $1.5 million at a rate of $6.24 per water account/month. For the three months ended September 30, 2017 and 2016 , the Company incurred FATHOM™ service fees of approximately $366,000 and $467,000 , respectively. For the nine months ended September 30, 2017 and 2016 , the Company incurred FATHOM™ service fees of approximately $1.1 million and $1.4 million , respectively.

Pursuant to the purchase agreement for the sale of GWM, the Company is entitled to quarterly royalty payments based on a percentage of certain of GWM’s recurring revenues for a 10 -year period, up to a maximum of $15.0 million . In addition, the Company entered into a services agreement with GWM whereby the Company has agreed to use the FATHOM™ platform for all of its regulated utility services for an initial term of 10 years. The services agreement was amended on November 17, 2016, which extended the term of the contract through December 31, 2026 . As part of the amended agreement, the Company reduced the monthly rate per connection from $7.79 per water account/month to $6.24 per water account/month. Additionally, the scope of services was expanded to include a meter replacement program of approximately $11.4 million , wherein the Company has replaced a majority of its meter infrastructure. As of September 30, 2017 , $10.0 million has been paid to GWM in connection with the meter exchange program.

The services agreement is automatically renewable for successive 10 -year periods, unless notice of termination is given prior to any renewal period. The services agreement may be terminated by either party for default only and the termination of the services agreement will also result in the termination of the royalty payments payable to the Company. The Company made the election to record these quarterly royalty payments prospectively in income as the amounts are earned. Royalties recorded within other income totaled approximately $88,000 and $87,000 for the three months ended September 30, 2017 and 2016 , respectively. Royalties recorded within other income totaled approximately $275,000 and $264,000 for the nine months ended September 30, 2017 and 2016 , respectively.

8. ACCRUED EXPENSES

Accrued expenses at September 30, 2017 and December 31, 2016 consist of the following (in thousands):



	September 30, 2017		December 31, 2016
Deferred compensation	$	2,006	$	1,920
Interest	1,769		483
Meter replacement - related party	1,417		1,255
Dividend payable	470		458
Property taxes	459		910
Project accruals	374		48
Tax obligation related to GWRC merger	—		178
Other accrued liabilities	2,332		2,350
Total accrued liabilities	$	8,827	$	7,602

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9. DEBT

The outstanding balances and maturity dates for short-term (including the current portion of long-term debt) and long-term debt as of September 30, 2017 and December 31, 2016 are as follows (in thousands):



	September 30, 2017					December 31, 2016
	Short-term		Long-term			Short-term		Long-term
BONDS AND NOTES PAYABLE -
4.380% Series A 2016, maturing June 2028	$	—	$	28,750		$	—	$	28,750
4.580% Series B 2016, maturing June 2036	—		86,250			—		86,250
1.200% WIFA Loan, maturing October 2032	3		43			—		—
4.650% Harquahala Loan, maturing January 2021	5		16			—		—
	8		115,059			—		115,000
OTHER
Capital lease obligations	—		—			25		54
Debt issuance costs	—		(704		)	—		(737		)
Total debt	$	8	$	114,355		$	25	$	114,317

2016 Senior Secured Notes – On June 24, 2016, the Company issued two series of senior secured notes with an aggregate total principal balance of $115.0 million at a blended interest rate of 4.55% . Series A carries a principal balance of $28.8 million and bears an interest rate of 4.38% over a twelve year term, with the principal payment due on June 15, 2028 . Series B carries a principal balance of $86.3 million and bears an interest rate of 4.58% over a 20 -year term. Series B is interest only for the first five years, with $1.9 million principal payments paid semiannually thereafter. The proceeds of the senior secured notes were primarily used to refinance the previously outstanding long-term tax exempt bonds, which were subject to an early redemption option at 103% , plus accrued interest, as a result of the U.S. IPO. As part of the refinancing of the long-term debt, the Company paid a prepayment penalty of $3.2 million and wrote off the remaining $2.2 million in capitalized loan fees related to the tax exempt bonds, which were recorded as additional interest expense in the second quarter of 2016. The senior secured notes are collateralized by a security interest in the Company’s equity interest in its subsidiaries, including all payments representing profits and qualifying distributions.

The senior secured notes require the Company maintain a debt service coverage ratio of consolidated EBITDA to consolidated debt service of at least 1.10 to 1.00. Consolidated EBITDA is calculated as net income plus depreciation, taxes, interest and other non-cash charges net of non-cash income. Consolidated debt service is calculated as interest expense, principal payments, and dividend or stock repurchases. The senior secured notes also contain a provision limiting the payment of dividends if the Company falls below a debt service ratio of 1.25 . However, for the quarter ending June 30, 2021 through the quarter ending March 31, 2024, the ratio drops to 1.20 . As of September 30, 2017 , the Company was in compliance with its financial debt covenants.

Eagletail Loans – In May 2017, the Company acquired Eagletail. As part of the acquisition, the Company assumed two unsecured loans held by Eagletail. These loans are payable to the Water Infrastructure Finance Authority of Arizona ("WIFA") and Harquahala Valley Community Benefits Foundation ("Harquahala") and as of September 30, 2017 carry balances of $46,000 and $21,000 , respectively. The WIFA loan bears an interest rate of 1.20% over a 20 -year term, while the Harquahala loan bears an interest rate of 4.65% over a 15 -year term.

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At September 30, 2017 , the Company had no capital lease obligations outstanding and the remaining aggregate annual maturities of debt for the years ended December 31 are as follows (in thousands):



	Debt
2017	$	2
2018	7
2019	8
2020	10
2021	1,921
Thereafter	113,119
Subtotal	115,067
Less: amount representing interest	—
Total	$	115,067

At September 30, 2017 , the carrying value of the non-current portion of long-term debt was $115.1 million , with an estimated fair value of $115.2 million . At December 31, 2016 , the carrying value of the non-current portion of long-term debt was $115.0 million , with an estimated fair value of $108.4 million . The fair value of our debt was estimated based on interest rates considered available for instruments of similar terms and remaining maturities.

10. INCOME TAXES

During the three months ended September 30, 2017 , the Company recorded a tax expense of $766,000 on a pre-tax income of $2.0 million , compared to a tax expense of $800,000 on a pre-tax income of $2.1 million for the three months ended September 30, 2016 . During the nine months ended September 30, 2017 , the Company recorded a tax expense of $1.2 million on a pre-tax income of $3.0 million , compared to a tax benefit of $1.4 million on a pre-tax loss of $3.9 million for the nine months ended September 30, 2016 . The income tax provision was computed based on the Company’s estimated effective tax rate and forecasted income expected for the full year, including the impact of any unusual, infrequent, or non-recurring items.

11. DEFERRED COMPENSATION AWARDS

Stock-based compensation – Stock-based compensation related to option awards is measured based on the fair value of the award. The fair value of stock option awards is determined using a Black-Scholes option-pricing model. We recognize compensation expense associated with the options over the vesting period.

2016 stock option grant – In May 2016, GWRI’s Board of Directors granted stock options to acquire 325,000 shares of GWRI’s common stock to the members of the board. The options were granted with an exercise price of $7.50 , the market price of the Company’s common shares on the NASDAQ Global Market at the close of business on May 20, 2016. The options vest over a two -year period, with 50% vesting in May 2017 and 50% vesting in May 2018. The options have a three -year life. The Company will expense the $348,000 fair value of the stock option grant ratably over the two -year vesting period in accordance with ASC 323. Stock-based compensation expense of $43,000 and $130,000 was recorded for the three and nine months ended September 30, 2017 , respectively. Stock-based compensation expense of $43,000 and $63,000 was recorded for the three and nine months ended September 30, 2016 , respectively. As of September 30, 2017 , 50,000 options have been exercised with 275,000 outstanding.

2017 stock option grant - In August 2017, GWRI's Board of Directors granted stock options to acquire 465,000 shares of GWRI's common stock to employees throughout the Company. The options were granted with an exercise price of $9.40 , the market price of the Company's common shares on the NASDAQ Global Market at the close of business on August 10, 2017. The options vest over a four -year period, with 25% vesting in August 2018, 25% vesting in August 2019, 25% vesting in August 2020, and 25% vesting in August 2021. The options have a 10 -year life. The company will expense the $1.3 million fair value of the stock option grant ratably over the four -year vesting period in accordance with ASC 323. Stock-based compensation expense of $44,000 was recorded for the three and nine months ended September 30, 2017 .

Phantom stock compensation – On December 30, 2010, we adopted a phantom stock unit plan authorizing the directors of the Company to issue phantom stock units (‘‘PSUs’’) to our employees. Following the consummation of the Reorganization Transaction, the awarded PSUs have been amended such that the outstanding units track the value of GWRI’s share price. The vesting of the awards has not changed. The PSUs give rise to a right of the holder to receive a cash payment the value of which, on a particular date, is the market value of the equivalent number of shares of GWRI at that date. The issuance of PSUs as a core

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component of employee compensation was intended to strengthen the alignment of interests between the employees of the Company and the shareholders of GWRI by linking their holdings and a portion of their compensation to the future value of the common shares of GWRI.

PSUs are accounted for as liability compensatory awards under ASC 710, Compensation – General , rather than as equity awards. PSU awards are remeasured each period and a liability is recorded equal to GRWI’s closing share price as of the balance sheet date multiplied by the number of units vested and outstanding. The value of the benefits is recorded as an expense in the Company’s financial statements over the related vesting period. Vesting occurs ratably over 12 consecutive quarters beginning in the period granted. The following table details total awards granted and the number of units outstanding as of September 30, 2017 along with the amounts paid to holders of the PSUs for the three and nine months ended September 30, 2017 and 2016 (in thousands, except unit amounts):



			Amounts Paid For the Three Months Ended September 30,				Amounts Paid For the Nine Months Ended September 30,
Grant Date	Units Granted	Units Outstanding	2017		2016		2017		2016
Q1 2013	76,492	—	$	—	$	—	$	—	$	29
Q1 2014	8,775	—	—		3		3		7
Q1 2015	28,828	4,805	24		19		67		46
Q1 2016	34,830	17,415	29		23		80		40
Q1 2017	22,712	18,927	19		—		35		—
Total	171,637	41,147	$	72	$	45	$	185	$	122

Stock appreciation rights compensation – Beginning January 2012, in an effort to reward employees for their performance, the Company adopted a stock appreciation rights plan authorizing the directors of the Company to issue stock appreciation rights (“SARs”) to our employees. Following the consummation of the Reorganization Transaction, the value of the SARs issued under the plan track the performance of GWRI’s shares. Each holder has the right to receive a cash payment amounting to the difference between the exercise price and the closing price of GWRI’s common shares on the exercise date, provided that the closing price is in excess of the exercise price. Holders of SARs may exercise their awards once vested. Individuals who voluntarily or involuntarily leave the Company forfeit their rights under the awards.

The Company historically accounted for SARs as liability compensatory awards under ASC 710, Compensation – General , valued using the intrinsic value method, as permitted by ASC 718 for nonpublic entities, with changes to the value of the SARs recognized as compensation expense at each quarterly reporting date. In connection with becoming a public company, as defined in ASC 718, in the first quarter of 2016, the Company was required to change its methodology for valuing the SARs. While the SARs will continue to be remeasured at each quarterly reporting date, the SARs are required to be accounted for prospectively at fair value using a fair value pricing model, such as Black-Scholes. The Company recorded the impact of the change in valuation methods as a cumulative effect of a change in accounting principle, as permitted by ASC 250. The effect of the change increased the SAR liability by $103,000 which was the difference in compensation cost measured using the intrinsic value method and the fair value method. An offsetting change to accumulated deficit in the consolidated balance sheet was recorded with the revaluation, net of $38,000 in taxes. Any future changes in fair value will be recorded as compensation expense in the consolidated statement of operations.

The following table details the recipients of the SARs awards, the grant date, units granted, exercise price, outstanding shares as of September 30, 2017 and amounts paid during the three and nine months ended September 30, 2017 and 2016 (in thousands, except unit and per unit amounts):

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						Amounts Paid For the Three Months Ended September 30,				Amounts Paid For the Nine Months Ended September 30,
Recipients	Grant Date	Units Granted	Exercise Price		Units Outstanding	2017		2016		2017		2016
Key Executive ⁽¹⁾⁽³⁾	Q3 2013	100,000	$	1.59	20,000	$	—	$	—	$	366	$	151
Key Executive ⁽¹⁾⁽⁴⁾	Q4 2013	100,000	$	2.69	25,500	—		—		312		137
Members of Management ⁽¹⁾⁽⁵⁾	Q1 2015	299,000	$	4.26	233,000	—		63		—		112
Key Executives ⁽²⁾⁽⁶⁾	Q2 2015	300,000	$	5.13	300,000	—		—		—		—
Members of Management ⁽¹⁾⁽⁷⁾	Q3 2017	103,000	$	9.40	103,000	—		—		—		—
Total		902,000			681,500	$	—	$	63	$	678	$	400


(1)	The SARs vest ratably over sixteen quarters from the grant date.


(2)	The SARs vest over sixteen quarters, vesting 20% per year for the first three years, with the remainder, 40% , vesting in year four.


(3)	The exercise price was determined by taking the weighted average GWRC share price of the five days prior to the grant date of July 1, 2013.


(4)	The exercise price was determined by taking the weighted average GWRC share price of the 30 days prior to the grant date of November 14, 2013.


(5)	The exercise price was determined to be the fair market value of one share of GWRC stock on the grant date of February 11, 2015.


(6)	The exercise price was determined to be the fair market value of one share of GWRC stock on the grant date of May 8, 2015.


(7)	The exercise price was determined to be the fair market value of one share of GWRI stock on the grant date of August 10, 2017

As a result of the merger of GWRC into the Company and the U.S. IPO, the exercise prices for the preceding awards were translated to U.S. dollars using the prevailing noon-day Bank of Canada foreign exchange rate of US$0.7969 per CAD $1.00 as measured on May 2, 2016, the day prior to the closing of the merger. The vesting of the awards has not changed. Subsequent to the merger, each SAR provides the holder the right to receive a cash payment amounting to the difference between the per share exercise price and the closing price of GWRI’s common shares on the exercise date, provided that the closing price is in excess of exercise price per share.

For the three months ended September 30, 2017 and 2016 , the Company recorded approximately $97,000 and $28,000 of compensation expense related to the PSUs and SARs, respectively. For the nine months ended September 30, 2017 and 2016 , the Company recorded approximately $962,000 and $1.2 million of compensation expense related to the PSUs and SARs, respectively. Based on GWRI’s closing share price on September 29, 2017 , deferred compensation expense to be recognized over future periods is estimated for the years ending December 31 as follows (in thousands):



	PSUs		SARs
2017	$	69	$	216
2018	184		863
2019	73		186
2020	—		67
2021	—		50
Total	$	326	$	1,382

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12. SUPPLEMENTAL CASH FLOW INFORMATION

The following is supplemental cash flow information for the nine months ended September 30, 2017 and 2016 (in thousands):



	For the Nine Months Ended September 30,
	2017		2016
Supplemental cash flow information:
Cash paid for interest	$	2,616	$	3,491
Cash paid for GWRC tax liability	$	125	$	—
Cash paid for bond prepayment fee	$	—	$	3,201

Non-cash financing and investing activities:
Capital expenditures included in accounts payable and accrued liabilities	$	2,212	$	1,171
Equity method investment gain on recapitalization of FATHOM™	$	243	$	—
Deferred compensation change in accounting principle	$	—	$	103
Reclassification of deferred IPO costs to equity	$	—	$	97

13. COMMITMENTS AND CONTINGENCIES

Commitments – Prior to the sale of GWM, we leased certain office space in Arizona under operating leases with terms that expired in February 2016. The operating lease agreements were between GWM and the landlord. Accordingly, effective June 2013 through February 2016, the Company was not a party under the lease agreements. GWRI subleased a portion of the office space covered under the GWM lease agreements. In February 2016, the Company entered into a three -year lease agreement with the landlord to occupy the same space previously subleased under GWM's lease agreements, inclusive of necessary facility upgrades. Beginning in March 2016, the Company began recording approximately $8,000 in monthly rent expense related to the new agreement. Rent expense arising from the operating leases totaled approximately $25,000 for the three months ended September 30, 2017 and 2016 , and $74,000 and $67,000 for the nine months ended September 30, 2017 and 2016 , respectively.

Contingencies

From time to time, in the ordinary course of business, the Company may be subject to pending or threatened lawsuits in which claims for monetary damages are asserted. Management is not aware of any legal proceeding of which the ultimate resolution could materially affect our financial position, results of operations, or cash flows.

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14. SUBSEQUENT EVENTS

On November 9, 2017 , the Company announced a monthly dividend increase from $0.023060 per share ( $0.276720 per share annually) to $0.023625 per share ( $0.283500 per share annually). Although we expect monthly dividends will be declared and paid for the foreseeable future, the declaration of any dividends is at the discretion of our board of directors and is subject to our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock we may issue in the future, business prospects and other factors that our board of directors may deem relevant.

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

The following management’s discussion and analysis of Global Water Resources, Inc.’s (the “Company”, “GWRI”, “we”, or “us”) financial condition and results of operations relates to the three and nine months ended September 30, 2017 and should be read together with the condensed consolidated financial statements and accompanying notes included herein, as well as our audited annual financial statements and associated management’s discussion, which are available within our Annual Report on Form 10-K for the year ended December 31, 2016 available on our Company’s profile on the Securities and Exchange Commission (“SEC”) website, www.sec.gov.

Basis of Presentation

The financial statements of Global Water Resources, Inc. have been prepared in accordance with U.S. generally accepted accounting principles and, except where otherwise indicated, are presented in U.S. dollars and references to “$”, “US$”, and “dollars” are to U.S. dollars.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this management’s discussion and analysis are forward-looking in nature and may constitute “forward-looking information” within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by the words “believes”, “anticipates”, “plans”, “expects”, “intends”, “projects”, “estimates”, “objective”, “goal”, “focus”, “aim”, “should”, “could”, “may”, and similar expressions. These forward-looking statements include future estimates described in “Business Outlook”, "Factors Affecting our Results of Operations," and “Liquidity and Capital Resources”. These forward-looking statements reflect management’s current expectations regarding GWRI’s future growth, results of operations, performance and business prospects and opportunities and other future events and speak only as of the date of this management’s discussion and analysis. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. Investors are cautioned not to place undue reliance on forward-looking information. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC, as updated from time to time in our subsequent filings with the SEC. Although the forward-looking statements contained in this management’s discussion and analysis are based upon what management believes to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are made as of the date of this management’s discussion and analysis and GWRI assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable law.

Overview

We are a water resource management company that owns, operates, and manages water, wastewater and recycled water utilities in strategically located communities, principally in metropolitan Phoenix, Arizona. We seek to deploy our integrated approach, which we refer to as "Total Water Management," a term we use to mean managing the entire water cycle by owning and operating the water, wastewater and recycled water utilities within the same geographic areas in order to both conserve water and maximize its total economic and social value. We use Total Water Management to promote sustainable communities in areas where we expect growth to outpace the existing potable water supply. Our model focuses on the broad issues of water supply and scarcity and applies principles of water conservation through water reclamation and reuse. Our basic premise is that the world's water supply is limited and yet can be stretched significantly through effective planning, the use of recycled water and by providing individuals and communities resources that promote wise water usage practices.

Business Outlook

2016 and the first three quarters of 2017 continued the trend of positive growth in new connections and re-establishing service on existing previously vacant homes. According to the 2010 U.S. Census Data, the Phoenix metropolitan statistical area (“MSA”) had a population of 4.2 million in 2010 and is the 14th largest MSA in the U.S., an increase of 29% over the 3.3 million people reported in the 2000 Census. Metropolitan Phoenix continues to grow due to its low-cost housing, excellent weather, large and growing universities, a diverse employment base, and low taxes. The Employment and Population Statistics Department of the State of Arizona predicts that Phoenix Metro will have a population of 4.9 million by 2020 and 6.8 million by 2040. During the twelve months ended September 30, 2017 , Arizona’s employment rate improved by 1.9% , ranking the state in the top ten nationally for job growth.

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Also, according to the W.P. Carey School of Business Greater Phoenix Blue Chip Real Estate Consensus panel, most sectors of real estate are expected to experience improved occupancy and growth. For Maricopa County and Pinal County combined, the W.P. Carey School of Business, using U.S. Census data, reported that single family housing permits were approximately 16,786 units for 2015.

For 2016, permits were up approximately 10% to 18,456 units in Maricopa and Pinal Counties combined, and the forecasts for 2017, 2018, and 2019 remain positive at approximately 22,000 units, 25,000 units, and 26,000 units, respectively. From there, we believe growth in the region could steadily return towards its normal historical rate of greater than 30,000 single family dwelling permits. Additionally, multifamily, office, retail, and industrial market occupancy rates continued to increase in 2016 compared to 2015, with the residential and industrial market occupancy rates expected to continue to increase through 2017.

We believe that our utilities and service areas are directly in the anticipated path of growth primarily in the metropolitan Phoenix area. Market data indicates that our service areas currently incorporate a large portion of the final platted lots, partially finished lots and finished lots in metropolitan Phoenix. Management believes that we are well-positioned to benefit from the near-term growth in metropolitan Phoenix due to the availability of lots and existing infrastructure in place within our services areas.

Factors Affecting our Results of Operations

Our financial condition and results of operations are influenced by a variety of industry-wide factors, including but not limited to:


•	population and community growth;


•	economic and environmental utility regulation;


•	economic environment;


•	the need for infrastructure investment;


•	production and treatment costs;


•	weather and seasonality; and


•	access to and quality of water supply.

We are subject to economic regulation by the state regulator, the Arizona Corporation Commission (“ACC”). The U.S. federal and state governments also regulate environmental, health and safety and water quality matters. We continue to execute on our strategy to optimize and focus the Company in order to provide greater value to our customers and shareholders by aiming to deliver predictable financial results, making prudent capital investments and focusing our efforts on earning an appropriate rate of return on our investments.

Population and Community Growth

Population and community growth in the metropolitan Phoenix area served by our utilities have a direct impact on our earnings. An increase or decrease in our active service connections will affect our revenues and variable expenses in a corresponding manner. Our total service connections, including both active service connections and connections to vacant homes, increased 1,443 connections, or 3.8% , from a total of 37,736 as of September 30, 2016 to 39,179 as of September 30, 2017 , an annualized increase of approximately 4.0% . This increase is due primarily to the positive growth in new connections.

As of September 30, 2017 , we have 38,536 active service connections compared to 37,009 active service connections as of September 30, 2016 , an increase of 1,527 , or 4.1% . As with the increase in total service connections, the increase is due primarily to the growth in new connections as well as re-establishing connections on existing homes. Approximately 98.8% of the 38,536 active service connections are serviced by our Global Water - Santa Cruz Water Company, LLC (“Santa Cruz”) and Global Water - Palo Verde Utilities Company, LLC (“Palo Verde”) utilities as of September 30, 2017 .

The graph below presents the historical change in active and total connections for our ongoing operations, adjusting for the July 2015 condemnation of the assets and operations of Valencia Water Company and the May 2016 sale of Willow Valley.

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During the economic downturn beginning in 2008, our utilities experienced an increase in the number of vacant homes, reaching a peak of 4,020 vacant connections as of February 28, 2009, approximately 11.2% of our total connections at the time; however, the negative trend began to reverse thereafter with the number of vacant homes decreasing to 643 or 1.6% of total connections as of September 30, 2017 .

Economic and Environmental Utility Regulation

We are subject to extensive regulation of our rates by the ACC, which is charged with establishing rates based on the provision of reliable service at a reasonable cost while also providing an opportunity to earn a fair rate of return on rate base for investors of utilities. The ACC uses a historical test year to evaluate whether the plant in service is used and useful, to assess whether costs were prudently incurred, and to set “just and reasonable” rates. Rate base is typically the depreciated original cost of the plant in service (net of contributions in aid of construction (“CIAC”) and advances in aid of construction (“AIAC”) which are funds or property provided to a utility under the terms of a main extension agreement, the value of which may be refundable), that has been determined to have been “prudently invested” and “used and useful”, although the reconstruction cost of the utility plant may also be considered in determining the rate base. The ACC also decides on an applicable capital structure based on actual or hypothetical analyses. The ACC determines a “rate of return” on that rate base, which includes the approved capital structure and the actual cost of debt and a fair and reasonable cost of equity based on the ACC's judgment. The overall revenue requirement for rate making purposes is established by multiplying the rate of return by the rate base and adding “prudently” incurred operating expenses for the test year, depreciation, and any applicable pro forma adjustments.

To ensure an optimal combination of access to water and water conservation balanced with a fair rate of return for investors, our water utility operating revenue is based on two components: a fixed fee and a consumption or volumetric fee. For our water utilities, the fixed fee, or “basic service charge,” provides access to water for residential usage and has generally been set at a level to produce 50% of total revenue. The volumetric fee is based on the total volume of water supplied to a given customer after the minimum number of gallons, if any, covered by the basic service charge, multiplied by a price per gallon set by a tariff approved by the ACC. A discount to the volumetric rate applies for customers that use less than an amount specified by the ACC. For all investor-owned water utilities, the ACC requires the establishment of inverted tier conservation oriented rates, meaning that the

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price of water increases as consumption increases. For wastewater utilities, wastewater collection, and treatment can be based on volumetric or fixed fees. Our wastewater utility services are billed based solely on a fixed fee, determined by the size of the water meter installed. Recycled water is sold on a volumetric basis with no fixed fee component.

We are required to file rate cases with the ACC to obtain approval for a change in rates. Rate cases and other rate-related proceedings can take a year or more to complete. As a result, there is frequently a delay, or regulatory lag, between the time of a capital investment or incurrence of an operating expense increase and when those costs are reflected in rates. In normal conditions, it would not be uncommon to see us file for a rate increase every three years based on year one being the test year, year two being the rate case filing year, and year three being the rate case award year. However, based on our recent settlement with the ACC and extended new rate phase-in period, we will not be initiating the next rate case on this timeline. Moving forward, we will continue to analyze all factors that drive the requirement for increased revenue, including our rate of investment and recurring expenses, and determine the appropriate test year for a future rate case. See “—Recent Rate Case Activity” for additional information.

Our water and wastewater operations are also subject to extensive United States federal, state, and local laws and regulations governing the protection of the environment, health and safety, the quality of the water we deliver to our customers, water allocation rights, and the manner in which we collect, treat, and discharge wastewater. We are also required to obtain various environmental permits from regulatory agencies for our operations. The ACC also sets conditions and standards for the water and wastewater services we deliver. We incur substantial costs associated with compliance with environmental, health and safety, and water quality regulation.

Environmental, health and safety, and water quality regulations are complex and change frequently, and they have tended to become more stringent over time. As newer or stricter standards are introduced, they could increase our operating expenses. We would generally expect to recover expenses associated with compliance for environmental and health and safety standards through rate increases, but this recovery may be affected by regulatory lag.

Economic Environment

The growth of our customer base depends almost entirely on the success of developers in developing residential and commercial properties within our service areas. Real estate development is a cyclical industry and the growth rate of development, especially residential development, since 2006, both nationally and in Arizona has been and continues to be below historical rates. In addition, development in our service areas is contingent upon construction or acquisition of major public improvements, such as arterial streets, drainage facilities, telephone and electrical facilities, recreational facilities, street lighting, and local in-tract improvements (e.g., site grading). Many of these improvements are built by municipalities with public financing, and municipal resources and access to capital may not be sufficient to support development in areas of rapid population growth.

Infrastructure Investment

Capital expenditures for infrastructure investment are a component of the rate base on which our regulated utility subsidiaries are allowed to earn an equity return. Capital expenditures for infrastructure provide a basis for earnings growth by expanding our “used and useful” rate base, which is a component of its permitted return on investment and revenue requirement. We are generally able to recover a rate of return on these capital expenditures (return on equity and debt), together with debt service and certain operating costs, through the rates we charge.

We have made significant capital investments in our territories within the last thirteen years, and because the infrastructure is new, we do not expect comparable capital investments to be required in the near term, either for growth or to maintain the existing infrastructure. Nevertheless, we have an established capital improvement plan to make targeted capital investments to repair and replace existing infrastructure as needed, address operating redundancy requirements, and improve our overall financial performance, by lowering expenses and increasing revenue. Additionally, to reduce our deferred tax liability of approximately $19.4 million resulting from the gain on the condemnation of the operations and assets of Valencia Water Company, we have identified certain currently planned investments within our capital improvement plan that we determined will qualify under the Internal Revenue Code §1033 re-investment criteria pursuant to a favorable Private Letter Ruling with the Internal Revenue Service. See “—Recent Events—Private Letter Ruling” for additional information.

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Production and Treatment Costs

Our water and wastewater services require significant production resources and therefore result in significant production costs. Although we are permitted to recover these costs through the rates we charge, regulatory lag can decrease our margins and earnings if production costs or other operating expenses increase significantly before we are able to recover them through increased rates. Our most significant costs include labor, chemicals used to treat water and wastewater, and power used to operate pumps and other equipment. Power and chemical costs can be volatile. However, we employ a variety of technologies and methodologies to minimize costs and maximize operational efficiencies. Additionally, with our Total Water Management approach, whereby we maximize the direct beneficial reuse of recycled water, we can realize significant treatment costs and power savings because smaller volumes of water are required for potable use. Many utilities require that all water be treated to potable standards irrespective of use. Total Water Management focuses on the right water for the right use. Potable water is needed for consumption and recycled water is acceptable for non-potable uses such as irrigation and toilet flushing. Non-potable water does not need to be treated for commonly occurring and regulated constituents such as arsenic, or for other current or future human consumption health-based contaminants.

Weather and Seasonality

Our ability to meet the existing and future water demands of our customers depends on an adequate supply of water. Drought, overuse of sources of water, the protection of threatened species or habitats, or other factors may limit the availability of ground and surface water. Also, customer usage of water and recycled water is affected by weather conditions, particularly during the summer. Our water systems generally experience higher demand in the summer due to the warmer temperatures and increased usage by customers for irrigation and other outdoor uses. However, summer weather that is cooler or wetter than average generally suppresses customer water demand and can have a downward effect on our operating revenue and operating income. Conversely, when weather conditions are extremely dry, our business may be affected by government-issued drought-related warnings and/or water usage restrictions that would artificially lower customer demand and reduce our operating revenue. The limited geographic diversity of our service areas make the results of our operations more sensitive to the effect of local weather extremes. The second and third quarters of the year are generally those in which water services revenue and wastewater services revenue are highest. Accordingly, interim results should not be considered representative of the results of a full year.

Access to and Quality of Water Supply

In many areas of Arizona (including certain areas that we service), water supplies are limited and, in some cases, current usage rates exceed sustainable levels for certain water resources. We currently rely predominantly (and are likely to continue to rely) on the pumping of groundwater and the generation and delivery of recycled water for non-potable uses to meet future demands in our service areas. At present, groundwater (and recycled water derived from groundwater) is the primary water supply available to us. In addition, regulatory restrictions on the use of groundwater and the development of groundwater wells, lack of available water rights, drought, overuse of local or regional sources of water, protection of threatened species or habitats, or other factors, including climate change, may limit the availability of ground or surface water.

Recent Rate Case Activity

On July 9, 2012, we filed rate applications with the ACC to adjust the revenue requirements for seven utilities. In August 2013, we entered into a settlement agreement with the ACC staff, the Residential Utility Consumers Office, the City of Maricopa, and other parties to the rate case. The settlement required approval by the ACC’s commissioners before it could take effect. In February 2014, the rate case proceedings were completed and the ACC issued Rate Decision No. 74364, approving the settlement agreement. The collective rate increase included a 9.5% return on common equity which contributed to a 15% increase over revenue in 2011.

For our utilities, adjusting for the condemnation of the operations and assets of Valencia Water Company and the sale of Willow Valley, the settlement provided for a collective aggregate revenue requirement increase of $3.6 million based on 2011 test year service connections, phased-in over time, with the first increase in January 2015 as follows (in thousands):



	Incremental		Cumulative
2015	$	1,083	$	1,083
2016	887		1,970
2017	335		2,305
2018	335		2,640
2019	335		2,975
2020	335		3,310
2021	335		3,645

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Whereas this phase-in of additional revenues was determined using a 2011 test year, to the extent that the number of active service connections has increased and continues to increase from 2011 levels, the additional revenues may be greater than the amounts set forth above. On the other hand, if active connections decrease or we experience declining usage per customer, we may not realize all of the anticipated revenues.

From 2003 to 2008, we entered into approximately 183 infrastructure coordination and financing agreements (“ICFAs”) with developers and landowners covering approximately 275 square miles. Under these agreements, we have a contractual obligation to the developers and landowners to ensure that amongst other things, physical capacity exists through our regulated utilities for water and wastewater to the landowner/developer when needed. We receive fees from the landowner/developer for undertaking these obligations that typically are a negotiated amount per planned equivalent dwelling unit for the specified development or parcel of land. Payments are generally due to us from the landowner/developer based on progress of the development, with a portion due upon signing of the agreement, a portion due upon completion of certain milestones and the final payment due upon final plat approval or sale of the subdivision. The payments are non-refundable. Our investment can be considerable, as we may phase-in the construction of facilities in accordance with a regional master plan, as opposed to a single development.

Prior to January 1, 2010, we accounted for funds received under ICFAs as revenue once the obligations specified in the ICFA were met. As these arrangements are with developers and not with the end water or wastewater customer, the timing of revenue recognition coincided with the completion of our performance obligations under the agreement with the developer and with our ability to provide fitted capacity for water and wastewater service to the applicable development or parcel through our regulated subsidiaries.

The 2010 Regulatory Rate Decision No. 71878 established new rates for the recovery of reasonable costs incurred by the utilities and a return on invested capital. In determining the new annual revenue requirement, the ACC imputed a reduction to rate base for all amounts related to ICFA funds collected by us that the ACC deemed to be CIAC for rate making purposes. As a result of the decision by the ACC, we changed our accounting policy for the accounting of ICFA funds. Effective January 1, 2010, we recorded ICFA funds received as CIAC. Thereafter, the ICFA-related CIAC was amortized as a reduction of depreciation expense over the estimated depreciable life of the utility plant at the related utilities.

With the issuance of Rate Decision No. 74364, in February 2014, the ACC again changed how ICFA funds would be characterized and accounted for going forward. Most notably, the ACC changed the rate treatment of ICFA funds, and ICFA funds already received would no longer be deemed CIAC for rate making purposes. In conjunction with Rate Decision No. 74364, we eliminated the CIAC liability and reversed the associated regulatory liability brought about by the 2010 ruling. ICFA funds already received or which had become due prior to the date of Rate Decision No. 74364 were accounted for in accordance with our ICFA revenue recognition policy that had been in place prior to the 2010 Regulatory Rate Decision, wherein the funds received are recognized as revenue once the obligations specified in the ICFA were met. Rate Decision No. 74364 prescribes that of the ICFA funds which come due and are paid subsequent to December 31, 2013, 70% of the ICFA funds will be recorded in the associated utility subsidiary as a hook-up fee (“HUF”) liability, with the remaining 30% to be recorded as deferred revenue, until such time that the HUF tariff is fully funded, after which the remaining funds will be recorded as deferred revenue in accordance with our ICFA revenue recognition policy. A HUF tariff, specifying the dollar value of a HUF for each utility, was approved by the ACC as part of Rate Decision No. 74364. We are responsible for assuring the full HUF value is paid from ICFA proceeds, and recorded in its full amount by predetermined milestones in Rate Decision No. 74364, even if it results in recording more or less than 30% of the ICFA fee as deferred revenue.

We now account for the portion of future payments received under these agreements allocated to HUF liability as CIAC. However, from the regulator’s perspective, HUFs do not impact rate base until the related funds are expended. These funds are segregated in a separate bank account and used to construct plant assets. The HUF liability is to be relieved once the funds are used for the construction of plant. For facilities required under a hook-up fee or ICFA, we must first use the HUF funds received, after which we may use debt or equity financing for the remainder of construction. The deferred revenue portion of these fees is recognized as revenue once the obligations specified within the applicable ICFA are met, including construction of sufficient operating capacity to serve the customers for which revenue was deferred.

We have agreed not to enter into any new ICFAs, and instead will utilize HUF tariffs, which have become an acceptable industry practice in Arizona. As part of the settlement, a HUF tariff was established for each utility. Existing ICFAs will remain in place, with 70% of future ICFA payments to be recorded as HUFs until the HUF liability is fully funded. The HUF liability is relieved as funds are expended to construct plant, at which time a corresponding amount is recorded to CIAC. The portion of ICFA proceeds not recorded as HUF will be recorded as revenue or deferred revenue, in accordance with our ICFA revenue recognition policy.

In addition to ICFAs, we have various line extension agreements with developers and builders, whereby funds, water line extensions or wastewater line extensions are provided to us by the developers and are considered refundable advances for construction. These

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AIACs are subject to refund by us to the developers through annual payments that are computed as a percentage of the total annual gross revenue earned from customers connected to utility services constructed under the agreement over a specified period. Upon the expiration of the agreements’ refunding period, the remaining balance of the AIAC becomes nonrefundable and at that time is considered CIAC. CIAC are amortized as a reduction of depreciation expense over the estimated remaining life of the related utility plant. For rate-making purposes, a utility plant funded by AIAC and CIAC is excluded from rate base.

Recent Events

Reorganization Transaction

On January 19, 2016, GWR Global Water Resources Corp. (“GWRC”) announced that it agreed to pursue a reorganization transaction with the Company that resulted in GWRC merging with and into the Company (the “Reorganization Transaction”). The Reorganization Transaction closed on May 3, 2016. GWRC was organized in 2010 to acquire shares of the Company, and held an approximate 47.8% interest prior to the merger. The Reorganization Transaction was part of the Company’s overall plan to simplify its corporate structure by eliminating one level of holding company ownership, refinance its outstanding tax-exempt bonds on more favorable terms (as described below), improve liquidity for shareholders over the medium to long-term and have a single governing jurisdiction in the U.S., where all of the assets, operations, and employees of the business are located. As a result of the merger, GWRC ceased to exist as a British Columbia corporation and the Company, governed by the corporate laws of the State of Delaware, is the surviving entity.

Debt Refinancing

With the completion of the initial public offering of shares of common stock of the Company in the United States (“U.S. IPO”), the Company had the right to redeem all of its outstanding tax-exempt bonds at a price of 103% of the principal amount, plus interest accrued at the redemption date. Following completion of the U.S. IPO, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) to issue two series of senior secured notes with total principal balance of $115.0 million. On June 24, 2016, the Company closed the Note Purchase Agreement transaction, which proceeds were primarily used to pay down the outstanding $106.7 million in tax-exempt bonds at 103%. For additional information, see “—Liquidity and Capital Resources—Senior Secured Notes.”

Stipulated Condemnation of the Operations and Assets of Valencia Water Company

On July 14, 2015, the Company closed the stipulated condemnation to transfer the operations and assets of Valencia Water Company to the City of Buckeye. Terms of the condemnation were agreed upon through a settlement agreement and stipulated final judgment of condemnation wherein the City of Buckeye acquired all the operations and assets of Valencia Water Company and assumed operation of the utility upon close. The City of Buckeye paid the Company $55.0 million at close, plus an additional $108,000 in working capital adjustments. The City of Buckeye is obligated to pay the Company a growth premium equal to $3,000 for each new water meter installed within Valencia Water Company’s prior service areas in the City of Buckeye, for a 20-year period ending December 31, 2034, subject to a maximum payout of $45.0 million over the term of the agreement.

Sale of Willow Valley

On March 23, 2015, the Company reached an agreement to sell the operations and assets of Willow Valley to EPCOR Water Arizona Inc. (“EPCOR”). Pursuant to the terms of the agreement, EPCOR purchased all the operations, assets, and rights used by Willow Valley to operate the utility system for $2.3 million. The transaction was approved by the ACC on March 10, 2016, and closed on May 9, 2016.

Sale of Loop 303 Contracts

In September 2013, we entered into an agreement to sell certain wastewater facilities main extension agreements and offsite water management agreements for the contemplated Loop 303 service area, along with their related rights and obligations (which we refer to collectively as the “Loop 303 Contracts”), relating to the 7,000-acre territory within a portion of the western planning area of the City of Glendale, Arizona known as the “Loop 303 Corridor.” Pursuant to the agreement, we sold the Loop 303 Contracts to EPCOR for total proceeds of approximately $4.1 million ($3.1 million of which has been received as of December 31, 2016), which will be paid to us over a multi-year period. Receipt of the remaining proceeds will occur and be recorded as additional income over time as certain milestones are met between EPCOR and the developers/landowners of the Loop 303 Corridor. As part of the consideration, we agreed to complete certain engineering work required in the offsite water management agreements, which we completed in 2013, thereby satisfying our remaining obligations relating to the Loop 303 Contracts. In April 2015, we

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received proceeds of approximately $296,000 related to the sale of the Loop 303 Contracts. As of September 30, 2017 , proceeds of $1.0 million remain outstanding, and when received will be recorded as additional income over time as certain milestones are met between EPCOR and the developers/landowners.

Sonoran Acquisition Liability

On March 17, 2016, the Company entered into an agreement with Sonoran Utility Services, LLC (“Sonoran”) to amend certain provisions of the purchase and sale agreement related to the acquisition of Sonoran’s assets on June 15, 2005. The amended agreement allowed the Company to reduce its original $3.8 million acquisition liability due to Sonoran in 2018 to $2.8 million, through a settlement agreement executed subsequent to the Note Purchase Agreement. Upon settlement of the Sonoran acquisition liability in June 2016, the Company recorded a gain of $954,000 in other income.

Private Letter Ruling

On June 2, 2016, the Company received a Private Letter Ruling from the Internal Revenue Service that, for purposes of deferring the approximately $19.4 million gain realized from the condemnation of the operations and assets of Valencia Water Company, determined that the assets converted upon the condemnation of such assets could be replaced through certain reclamation facility improvements contemplated by the Company under Internal Revenue Code §1033 as property similar or related in service or use. In June 2016, the Company converted all operating subsidiaries from corporations to limited liability companies to take full advantage of the benefits of such ruling.

Pursuant to Internal Revenue Code §1033, the Company may defer the gain on condemnation through the end of 2017. On April 18, 2017, the Company filed a request for a one -year extension to defer the gain to the end of 2018, which the IRS approved on August 8, 2017. Following the the approval of the extension, the Company has slightly modified the timing of certain planned investments within its capital improvement plan in accordance with Internal Revenue Code §1033. Accordingly, the Company expects that these investments will be substantially completed in 2017, with the remaining improvements to be completed in early 2018. As a result of the Private Letter Ruling, the Company increased capital expenditures in 2017 as compared to recent years, and expects corresponding reductions to occur in 2018, 2019, and beyond. As of September 30, 2017 , our deferred tax liability relating to the condemnation was approximately $10.5 million .

Acquisition of Eagletail Water Company

On May 15, 2017, the Company acquired Eagletail Water Company ("Eagletail") for approximately $80,000. Eagletail, a small water utility located west of metropolitan Phoenix, adds approximately 55 active water connections and six square miles of approved service area to Global Water’s existing regional service footprint.

Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of the Financial Accounting Standards Board’s Accounting Standards Codification 280, Segment Reporting , we are not organized around specific products and services, geographic regions, or regulatory environments. We currently operate in one geographic region within the State of Arizona, wherein each operating utility operates within the same regulatory environment.

While we report revenue, disaggregated by service type, on the face of our statement of operations, we do not manage the business based on any performance measure at the individual revenue stream level. We do not have any customers that contribute more than 10% to our revenues or revenue streams. Additionally, the chief operating decision maker uses consolidated financial information to evaluate our performance, which is the same basis on which he communicates our results and performance to our board of directors. It is upon this consolidated basis from which he bases all significant decisions regarding the allocation of our resources on a consolidated level. Based on the information described above and in accordance with the applicable literature, management has concluded that we are currently organized and operated as one operating and reportable segment.

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Comparison of Results of Operations for the Three Months Ended September 30, 2017 and 2016

The following table summarizes our results of operations for the three months ended September 30, 2017 and 2016 (in thousands):



	For the Three Months Ended September 30,
	2017			2016
Revenues	$	8,472		$	8,180
Operating expenses	5,662			5,293
Operating income	2,810			2,887
Total other expense	(841		)	(802		)
Income before income taxes	1,969			2,085
Income tax expense	(766		)	(800		)
Net income	$	1,203		$	1,285

Basic earnings per common share	$	0.06		$	0.07
Diluted earnings per common share	$	0.06		$	0.07

Revenues – The following table summarizes our revenues for the three months ended September 30, 2017 and 2016 (in thousands).



	For the Three Months Ended September 30,
	2017		2016
Water services	$	4,165	$	4,067
Wastewater and recycled water services	4,284		4,093
Unregulated revenues	23		20
Total revenues	$	8,472	$	8,180

Total revenues increased $292,000 , or 3.6% , for the three months ended September 30, 2017 compared with the three months ended September 30, 2016 . The increase in revenue reflects the increase in rates related to Rate Decision No. 74364 in February 2014 combined with a 4.1% increase in active service connections, slightly offset by a decrease in consumption during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Water Services – Water services revenue increased $98,000 , or 2.4% , to $4.2 million for the three months ended September 30, 2017 compared to $4.1 million for the three months ended September 30, 2016 .

Water services revenue based on consumption slightly increased by $3,000 , or 0.2% , remaining consistent at $2.1 million for the three months ended September 30, 2017 and 2016. The increase in consumption revenue was primarily driven by an increase in rates partially offset by decreased consumption for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Active water connections increased 4.2% to 19,619 as of September 30, 2017 from 18,824 as of September 30, 2016 , primarily due to the positive growth in new connections.

Water consumption decreased 7.4% to 693 million gallons for the three months ended September 30, 2017 from 748 million gallons for the three months ended September 30, 2016 . The decrease in consumption is primarily related to the decrease in irrigation consumption, which is partially driven by an increase in precipitation. Precipitation more than doubled to 3.9 inches for the three months ended September 30, 2017 compared to 1.6 inches for the three months ended September 30, 2016 .

Water services revenue, excluding miscellaneous charges associated with the basic service charge, increased $76,000 , or 4.1% , to $1.9 million for the three months ended September 30, 2017 compared to $1.8 million for the three months ended September 30, 2016 . The increase resulted from an increase in active service connections, combined with an increase in rates related to Rate Decision No. 74364.

Wastewater and Recycled Water Services – Wastewater and recycled water services revenue increased $191,000 , or 4.7% , for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 . The increase in wastewater and recycled water services revenue is primarily driven by a $175,000 increase in wastewater services revenue combined with a

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$16,000 increase in recycled water services revenue for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 . The increase in wastewater services revenue reflects the increase in rates related to Rate Decision No. 74364, as well as the increase in active wastewater connections, which increased 4.0% to 18,917 as of September 30, 2017 from 18,185 as of September 30, 2016 .

Recycled water services revenue, which is based on the number of gallons delivered, increased $16,000, or 6.8%, to $247,000 for the three months ended September 30, 2017 compared to $231,000 for the three months ended September 30, 2016 . The increase in recycled water services revenue is primarily related to the increase in recycled water consumption, coupled with an increase in recycled water rates. The volume of recycled water delivered increased 7 million gallons, or 3.7% , to 208 million gallons for the three months ended September 30, 2017 compared to 201 million gallons for the three months ended September 30, 2016 . Recycled water rates increased 11.5% per Rate Decision No. 74364 compared to 2016.

Operating Expenses – The following table summarizes our operating expenses for the three months ended September 30, 2017 and 2016 (in thousands):



	For the Three Months Ended September 30,
	2017		2016
Operations and maintenance	$	1,574	$	1,561
Operations and maintenance - related party	366		467
General and administrative	2,012		1,741
Depreciation	1,710		1,524
Total operating expenses	$	5,662	$	5,293

Operations and Maintenance – Operations and maintenance costs, consisting of personnel costs, production costs (primarily chemicals and purchased power), maintenance costs, and property tax, increased $13,000 , or 0.8% , for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Property tax expense increased $54,000, or 11.8%, to $510,000 for the three months ended September 30, 2017 compared to $456,000 for the three months ended September 30, 2016 . Property taxes are calculated using a centrally valued property calculation, which derives property values based upon three-year historical average revenues. As revenues increase, we expect that property taxes will increase.

Total personnel expenses decreased $18,000 , or 4.2% , for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 , primarily due to a decrease in salaries and bonus combined with a decrease in training expenses for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Operations and Maintenance – Related Party – Operations and maintenance related party expenses are for service fees paid to FATHOM™ with respect to billing, customer service and other support provided to our regulated utilities. Service fees paid to FATHOM™ decreased $101,000 , or 21.6% , to $366,000 for the three months ended September 30, 2017 compared to $467,000 for the three months ended September 30, 2016 . The decrease in service fees was driven by the renegotiation of the FATHOM™ service contract in November 2016, wherein the monthly rate per water connection decreased $1.55, or 19.9%, from $7.79 per month to $6.24 per month beginning in January 2017.

General and Administrative – General and administrative costs include the day-to-day expenses of office operation, personnel costs, legal and other professional fees, insurance, rent, and regulatory fees. These costs increased $271,000 , or 15.6% , during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Deferred compensation expense increased $113,000 , or 403.6% , to $141,000 for the three months ended September 30, 2017 , compared to $28,000 for the three months ended September 30, 2016 . The increase was primarily related to continued vesting of awards at a higher average stock price for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 , combined with the expense related to the 2017 stock option grant.

Personnel and related expenses increased $51,000 , or 8.1% , to $681,000 for the three months ended September 30, 2017 , compared to $630,000 for the three months ended September 30, 2016 . The increase is primarily related to an increase in wages coupled with an increase in medical expenses for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

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Professional fees increased $47,000 , or 16.3% , to $336,000 for the three months ended September 30, 2017 , compared to $289,000 for the three months ended September 30, 2016 . The increase is primarily related to timing of audit work performed during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Bad debt expense increased $44,000 , or 366.7% , to $32,000 for the three months ended September 30, 2017 , compared to a credit of $12,000 for the three months ended September 30, 2016 . Bad debt expense increased primarily due to increased collections on aged accounts for the three months ended September 30, 2016 .

Franchise and other taxes increased $43,000 , or 537.5% . This increase was due to an increase in franchise tax of $45,000 . The increase in franchise taxes is associated with GWRI (a Delaware corporation) becoming a U.S. Public Company which requires that we pay $180,000 in Delaware franchise tax each year.

Depreciation – Depreciation expense increased $186,000 , or 12.2% , to $1.7 million for the three months ended September 30, 2017 compared to $1.5 million for the three months ended September 30, 2016 . The increase in depreciation expense was primarily due to the increase in fixed assets associated with the accelerated capital expenditures plan relating to the previously discussed Private Letter Ruling.

Other Income (Expense ) – Other expense totaled $841,000 for the three months ended September 30, 2017 compared to other expense of $802,000 for the three months ended September 30, 2016 . The increase of $39,000 in other expense was primarily attributed to a $84,000 change in Other – related party income (expense), partially offset by an increase in the Valencia earnout of $36,000 . The Valencia earnout consists of $3,000 for each new water meter installed within Valencia Water Company’s prior service areas. This increase was primarily driven by accelerated growth in our former service territory.

Other – related party income (expense) changed $84,000 to an expense of $12,000 for the three months ended September 30, 2017 compared to income of $72,000 for the three months ended September 30, 2016 . Other related party income (expense) includes royalty income based upon a percentage of certain FATHOM™ recurring revenue combined with the equity method gains and losses associated with our equity method investment in FATHOM™. The change in other related party income (expense) was primarily driven by an increase in the equity method loss recorded on our investment in FATHOM™ of $85,000 for the three months ended September 30, 2017 compared to the three months ended September 30, 2016. See Note 5 – “Equity Method Investment” to the condensed consolidated financial statement in Part I, Item 1 of this report for additional information.

Income Tax (Expense) Benefit – Income tax expense of $766,000 was recorded for the three months ended September 30, 2017 compared to $800,000 for the three months ended September 30, 2016 . Income tax expense for the three months ended September 30, 2017 and September 30, 2016 is driven by pretax income for each respective period.

Net Income – Net income totaled $1.2 million for the three months ended September 30, 2017 compared to $1.3 million for the three months ended September 30, 2016 . The $82,000 decrease for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 was primarily attributed to the $77,000 decrease in operating income for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

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Comparison of Results of Operations for the Nine Months Ended September 30, 2017 and 2016

The following table summarizes our results of operations for the nine months ended September 30, 2017 and 2016 (in thousands):



	For the Nine Months Ended September 30,
	2017			2016
Revenues	$	23,408		$	22,585
Operating expenses	17,785			17,711
Operating income	5,623			4,874
Total other expense	(2,579		)	(8,787		)
Income (loss) before income taxes	3,044			(3,913		)
Income tax (expense) benefit	(1,227		)	1,353
Net income (loss)	$	1,817		$	(2,560	)

Basic earnings (losses) per common share	$	0.09		$	(0.13	)
Diluted earnings (losses) per common share	$	0.09		$	(0.13	)

Revenues – The following table summarizes our revenues for the nine months ended September 30, 2017 and 2016 (in thousands).



	For the Nine Months Ended September 30,
	2017		2016
Water services	$	10,847	$	10,703
Wastewater and recycled water services	12,502		11,822
Unregulated revenues	59		60
Total revenues	$	23,408	$	22,585

Total revenues increased $823,000 , or 3.6% , for the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016 . The operations of Willow Valley contributed revenue of $306,000 for the nine months ended September 30, 2016 compared to no revenue for the nine months ended September 30, 2017 . The revenue for the remaining operating utilities increased $1.1 million, or 5.1%, to $23.4 million for the nine months ended September 30, 2017 compared to $22.3 million for the nine months ended September 30, 2016 . The increase in revenue for the remaining operating utilities reflects the increase in rates related to Rate Decision No. 74364 in February 2014 combined with a 4.1% increase in active service connections, coupled with an increase in consumption during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Water Services – Water services revenue increased $144,000 , or 1.3% , to $10.8 million for the nine months ended September 30, 2017 compared to $10.7 million for the nine months ended September 30, 2016 . The operations of Willow Valley contributed $306,000 for the nine months ended September 30, 2016 compared to no revenue for the nine months ended September 30, 2017 . The water services revenue for the remaining operating utilities increased $451,000, or 4.3%, for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Water services revenue based on consumption increased $35,000 , or 0.7% , to $4.9 million for the nine months ended September 30, 2017 compared to $4.8 million for the nine months ended September 30, 2016 . The operations of Willow Valley contributed $67,000 for the nine months ended September 30, 2016 compared to no revenue for the nine months ended September 30, 2017 . Consumption revenue for the remaining operating utilities increased $102,000 , or 2.1% , to $4.9 million for the nine months ended September 30, 2017 compared to $4.8 million for the nine months ended September 30, 2016 . The increase in consumption revenue for the remaining utilities is primarily driven by an increase in consumption combined with an increase in rates for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Active water connections increased 4.2% to 19,619 as of September 30, 2017 from 18,824 as of September 30, 2016 primarily due to the positive growth in new connections.

Water consumption remained relatively consistent with a slight increase of 0.4% to 1.7 billion gallons for the nine months ended September 30, 2017 and 2016. However, adjusting for the sale of Willow Valley, which operations accounted for 17 million gallons of consumption for the nine months ended September 30, 2016 , water consumption for the remaining operating utilities increased

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1.4% to remain at 1.7 billion gallons. The increase in consumption at the remaining operating utilities is primarily attributed to an increase in residential consumption, which was partially offset by a decrease in irrigation and commercial consumption for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . The decrease in irrigation consumption is driven by an increase in precipitation, which increased 2.0 inches, or 64%, to 5.2 inches for the nine months ended September 30, 2017 compared to 3.2 inches for the nine months ended September 30, 2016 .

Water services revenue, excluding miscellaneous charges associated with the basic service charge, decreased $7,000 , or 0.1% , to $5.6 million for the nine months ended September 30, 2017 compared to $5.7 million for the nine months ended September 30, 2016 . The operations of Willow Valley contributed revenue of $235,000 , for the nine months ended September 30, 2016 compared to no revenue for the nine months ended September 30, 2017 . The remaining utilities' basic water service revenue increased $228,000 , or 4.2% , for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . This increase resulted from an increase in active service connections for the remaining operating utilities, combined with an increase in rates related to Rate Decision No. 74364.

Wastewater and Recycled Water Services – Wastewater and recycled water services revenue increased $680,000 , or 5.8% , for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . The increase in wastewater and recycled water services revenue is primarily driven by a $629,000 increase in wastewater services revenue combined with a $51,000 increase in recycled water services revenue for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . The increase in wastewater services revenue reflects the increase in rates related to Rate Decision No. 74364, as well as the increase in active wastewater connections, which increased 4.0% to 18,917 as of September 30, 2017 from 18,185 as of September 30, 2016 .

Recycled water services revenue, which is based on the number of gallons delivered, increased $51,000, or 9.4%, to $601,000 for the nine months ended September 30, 2017 compared to $550,000 for the nine months ended September 30, 2016 . The increase in recycled water services revenue is primarily related to the increase in recycled water consumption coupled with an increase in recycled water rates. The volume of recycled water delivered increased 13 million gallons, or 2.6% , to 513 million gallons for the nine months ended September 30, 2017 compared to 500 million gallons for the nine months ended September 30, 2016 . Recycled water rates increased 11.5% per Rate Decision No. 74364 compared to 2016 .

Operating Expenses – The following table summarizes our operating expenses for the nine months ended September 30, 2017 and 2016 (in thousands):



	For the Nine Months Ended September 30,
	2017		2016
Operations and maintenance	$	4,499	$	4,769
Operations and maintenance - related party	1,091		1,403
General and administrative	7,031		6,788
Depreciation	5,164		4,751
Total operating expenses	$	17,785	$	17,711

Operations and Maintenance – Operations and maintenance costs, consisting of personnel costs, production costs (primarily chemicals and purchased power), maintenance costs, and property tax, decreased $270,000 , or 5.7% , for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Chemical and supply expenses decreased $132,000 , or 30.3% , for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . The decrease is primarily driven by a reduction in chemical utilization for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 , as additional chemicals were required in 2016 to ensure optimal operation of the wastewater facility in readiness for the inception of the Palo Verde wastewater recycling facility expansion project, which is underway.

Total personnel expenses decreased $106,000 , or 8.1% , for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 , primarily due to a decrease in personnel related to the sale of Willow Valley, which operations represented $60,000 of personnel expense for the nine months ended September 30, 2016 compared to zero expense for the nine months ended September 30, 2017 . Total personnel costs for the remaining operating utilities decreased $46,000, or 3.7%, for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . The decrease in personnel expenses for the remaining utilities was primarily driven by a reduction of medical insurance expense, which decreased $28,000 for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 , coupled with a $23,000 decrease in salary and bonus expense. The decrease in medical insurance expense was driven by a reduction in medical claims

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compared to 2016. The decrease in salary and wages expense was primarily driven by an increase in labor capitalized to ongoing projects, which increased as part of the acceleration of our capital improvement plan.

Operations and Maintenance – Related Party – Operations and maintenance related party expenses are for service fees paid to FATHOM™ with respect to billing, customer service, and other support provided to our regulated utilities. Service fees paid to FATHOM™ decreased $312,000 , or 22.2% , to $1.1 million for the nine months ended September 30, 2017 compared to $1.4 million for the nine months ended September 30, 2016 . FATHOM™ service fees partially decreased as a result of the sale of Willow Valley, which operations represented $60,000 of such expenses for the nine months ended September 30, 2016 compared to zero expense for the nine months ended September 30, 2017 . FATHOM™ service fees for the remaining operating utilities decreased $252,000, or 18.8%, for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . The decrease in service fees for the remaining operating utilities was driven by the renegotiation of the FATHOM™ service contract in November 2016, wherein the monthly rate per water connection decreased $1.55, or 19.9%, from $7.79 per month to $6.24 per month beginning in January 2017.

General and Administrative – General and administrative costs include the day-to-day expenses of office operations, personnel costs, legal and other professional fees, insurance, rent, and regulatory fees. These costs increased $243,000 , or 3.6% , for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Deferred compensation expense decreased $195,000 , or 16.2% , to $1.0 million for the nine months ended September 30, 2017 compared to $1.2 million for the nine months ended September 30, 2016 . The decrease was primarily related to the lower increase in the carrying value of our awards due to the change in stock price, which increased $0.36 for the nine months ended September 30, 2017 compared to an increase of $2.55 for the nine months ended September 30, 2016 . The effect of the change in carrying value was partially offset by the continued vesting of awards at a higher average stock price for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Professional fees increased $129,000 , or 12.2% , to $1.2 million for the nine months ended September 30, 2017 compared to $1.1 million for the nine months ended September 30, 2016 . This increase is primarily related to an increase in legal and auditing fees incurred during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . The increase in legal fees primarily relates to the acquisition of Eagletail and ongoing regulatory matters. The increase in audit fees relates to the timing of audit work performed during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Public company expenses increased $130,000 , or 276.6% , to $177,000 for the nine months ended September 30, 2017 compared to $47,000 for the nine months ended September 30, 2016 , due to becoming a U.S. public company in May 2016. Public company expenses were historically recorded at GWRC. Public company expenses primarily consist of listing fees, filing fees, and transfer agent expenses.

Franchise and other taxes increased $134,000 , or 609.1% to $156,000 for the nine months ended September 30, 2017 compared to $22,000 for the nine months ended September 30, 2016 . This increase was due to an increase in franchise tax of $135,000 . The increase in franchise taxes is associated with GWRI (a Delaware corporation) becoming a U.S. Public Company which requires that we pay $180,000 in Delaware franchise tax each year.

Other Income (Expense ) – Other expense totaled $2.6 million for the nine months ended September 30, 2017 compared to other expense of $8.8 million for the nine months ended September 30, 2016 . The decrease of $6.2 million in other expense was primarily driven by a $6.7 million decrease in interest expense combined with a $239,000 change in Other – related party income, which were partially offset by a decrease in other income of $739,000 for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Interest expense decreased $6.7 million , or 63.3% , to $3.9 million for the nine months ended September 30, 2017 compared to $10.6 million for the nine months ended September 30, 2016 . Interest expense decreased due to the June 2016 debt refinancing. As part of the refinancing, we paid $3.2 million in prepayment penalties and wrote off the remaining $2.2 million in capitalized loan fees related to the retired bonds during the nine months ended September 30, 2016 . Additionally, interest expense was further reduced by approximately $865,000 due to reduced interest rates on the new notes.

Other – related party income (expense) increased $239,000 to income of $169,000 for the nine months ended September 30, 2017 compared to a loss of $70,000 for the nine months ended September 30, 2016 . Other related party income (expense) includes royalty income based upon a percentage of certain FATHOM ™ recurring revenue combined with the equity method gains and losses associated with our equity method investment in FATHOM ™ . The change in other related party income (expense) was primarily driven by a $243,000 gain from the revaluation of our ownership interest in FATHOM ™ in connection with FATHOM ™ ’s

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financing transaction in March 2017 (See Note 5 – “Equity Method Investment” to the condensed consolidated financial statement in Part I, Item 1 of this report) combined with a reduction of our share of FATHOM ™ operating losses for the nine months ended September 30, 2017 compared to September 30, 2016 .

Other income decreased $739,000 to $1.1 million for the nine months ended September 30, 2017 compared to $1.9 million for the nine months ended September 30, 2016 . The decrease in other income is primarily related to the $954,000 gain on the settlement of the Sonoran purchase liability recognized in the nine months ended September 30, 2016 . Partially offsetting the decrease was an increase in the Valencia earnout of $282,000 to $1.1 million for the nine months ended September 30, 2017 compared to $858,000 for the nine months ended September 30, 2016 . The Valencia earnout consists of $3,000 for each new water meter installed within Valencia Water Company’s prior service areas. This increase was primarily driven by accelerated growth in our former service territory. Other income was also affected by a $54,000 loss we recorded for the sale of Willow Valley for the nine months ended September 30, 2016 .

Income Tax (Expense) Benefit – Income tax expense of $1.2 million was recorded for the nine months ended September 30, 2017 compared to an income tax benefit of $1.4 million for the nine months ended September 30, 2016 . The income tax expense recorded for the nine months ended September 30, 2017 is related to current period pretax income compared to a pretax loss for the nine months ended September 30, 2016 .

Net Income – Our net income totaled $1.8 million for the nine months ended September 30, 2017 compared to net loss of $2.6 million for the nine months ended September 30, 2016 . The $4.4 million increase for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 is primarily attributed to the $6.7 million reduction of interest expense, a $749,000 operating income increase, a $282,000 increase in the Valencia earnout, a $228,000 change of our equity method investment, and a $2.6 million change in income taxes. Additionally, net income for the nine months ended September 30, 2016 included a $954,000 gain on the settlement of the Sonoran purchase liability.

Outstanding Share Data

As of November 9, 2017, there were 19,631,266 shares of our common stock outstanding and options to acquire an additional 740,000 shares of our common stock outstanding.

Liquidity and Capital Resources

Our capital resources are provided by internally generated cash flows from operations as well as debt and equity financing. Additionally, our regulated utility subsidiaries receive advances and contributions from customers, home builders and real estate developers to partially fund construction necessary to extend service to new areas. We use our capital resources to:


•	fund operating costs;


•	fund capital requirements, including construction expenditures;


•	pay dividends;


•	make debt and interest payments; and


•	invest in new and existing ventures.

Our utility subsidiaries operate in rate-regulated environments in which the amount of new investment recovery may be limited. Such recovery will take place over an extended period of time because recovery through rate increases is subject to regulatory lag.

As of September 30, 2017 , we have no notable near-term cash expenditure or debt obligations. While specific facts and circumstances could change, we believe that we have sufficient cash on hand and will be able to generate sufficient cash flows to meet our operating cash flow requirements and capital expenditure plan as well as remain in compliance with our debt covenants for at least the next twelve months.

In March 2014, we initiated a dividend program to declare and pay a monthly dividend. On November 9, 2017, we announced a monthly dividend increase from $0.023060 per share ($0.276720 per share annually) to $0.023625 per share ($0.28350 per share annually). Although we expect monthly dividends will be declared and paid for the foreseeable future, the declaration of any dividends is at the discretion of our board of directors and is subject to legal requirements and debt service ratio covenant requirements (see “—Senior Secured notes").

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Cash from Operating Activities – Cash flows provided by operating activities are used for operating needs and to meet capital expenditure requirements. Our future cash flows from operating activities will be affected by economic utility regulation, infrastructure investment, growth in service connections, customer usage of water, compliance with environmental health and safety standards, production costs, weather, and seasonality.

For the nine months ended September 30, 2017 , our net cash provided by operating activities totaled $8.3 million compared to $2.2 million for the nine months ended September 30, 2016 . The $6.1 million change in cash from operating activities is primarily driven by the increase in operating income for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 and by the decrease in interest expense due to the 2016 debt refinancing.

Cash Used In Investing Activities – Our net cash used in investing activities totaled $16.8 million for the nine months ended September 30, 2017 compared to $2.1 million for the nine months ended September 30, 2016 . The $14.7 million change in cash used in investing activities was primarily driven by an increase in capital expenditures of $12.1 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . In addition, cash provided by investing activities for the nine months ended September 30, 2016 included $2.3 million in cash proceeds from the sale of Willow Valley.

We continue to invest capital prudently in our existing, core service areas where we are able to deploy our Total Water Management model as service connections grow. This includes any required maintenance capital expenditures and the construction of new water and wastewater treatment and delivery facilities. Capital expenditures increased in 2017 as compared to recent years as a result of our decision to accelerate certain capital expenditures within our capital improvement plan related to the Private Letter Ruling (see “—Recent Events—Private Letter Ruling”). Our projected capital expenditures and other investments are subject to periodic review and revision to reflect changes in economic conditions and other factors.

Cash Used In Financing Activities – Our net cash used in financing activities totaled $4.1 million for the nine months ended September 30, 2017 , a $18.9 million change as compared to the $14.7 million in cash provided by financing activities for the nine months ended September 30, 2016 . This change was primarily driven by the refinancing of tax exempt bonds in 2016, wherein, we repaid $106.7 million in tax exempt bonds with $115.0 million in proceeds from our two series of senior secured notes, combined with the release of $8.8 million in bond reserves associated with the refinancing. Additionally, we generated $5.6 million in net proceeds from our U.S. IPO. Proceeds for the nine months ended September 30, 2016 were partially offset by the $2.8 million payment to settle our Sonoran acquisition liability.

Senior Secured Notes – On June 24, 2016, we issued two series of senior secured notes with a total principal balance of $115.0 million at a blended interest rate of 4.55%. Series A carries a principal balance of $28.8 million and bears an interest rate of 4.38% over a twelve-year term, with the principal payment due on June 15, 2028. Series B carries a principal balance of $86.3 million and bears an interest rate of 4.58% over a 20-year term. Series B is interest only for the first five years, with $1.9 million principal payments paid semiannually thereafter. The proceeds of the senior secured notes were primarily used to refinance the existing long-term tax exempt bonds, pursuant to an early redemption option at 103%, plus accrued interest, as a result of the U.S. IPO.

Insurance Coverage

We carry various property, casualty, and financial insurance policies with limits, deductibles, and exclusions consistent with industry standards. However, insurance coverage may not be adequate or available to cover unanticipated losses or claims. We are self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Such losses could have a material adverse effect on our short-term and long-term financial condition and the results of operations and cash flows.

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Critical Accounting Policies, Judgments, and Estimates

The application of critical accounting policies is particularly important to our financial condition and results of operations and provides a framework for management to make significant estimates, assumptions, and other judgments. Additionally, our financial condition, results of operations, and cash flow are impacted by the methods, assumptions, and estimates used in the application of critical accounting policies. Although our management believes that these estimates, assumptions, and other judgments are appropriate, they relate to matters that are inherently uncertain and that may change in subsequent periods. Accordingly, changes in the estimates, assumptions, and other judgments applied to these accounting policies could have a significant impact on our financial condition and results of operations as reflected in our financial statements.

There have been no significant changes to our critical accounting policies from those disclosed under “Managements’ Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies, Judgments, and Estimates” in our most recent Annual Report on Form 10-K filed with the SEC on March 10, 2017.

Off Balance Sheet Arrangements

As of September 30, 2017 and December 31, 2016 , we did not have any off-balance sheet arrangements.

Contractual Obligations

The following table summarizes our contractual cash obligations as of September 30, 2017 (in thousands):



			Payments Due By Period
	Total		Less than 1 Year		2 - 3 Years		3 - 5 Years		More than 5 Years
Long term debt obligations	$	115,070	$	7	$	17	$	3,843	$	111,203
Interest on long-term debt ⁽²⁾	69,823		5,212		10,423		10,376		43,812
Operating lease obligations	256		123		86		47		—
FATHOM ™ purchase obligations ⁽³⁾	1,417		1,417		—		—		—
Total ⁽¹⁾	$	186,566	$	6,759	$	10,526	$	14,266	$	155,015

(1)

In addition to these obligations, the Company pays annual refunds on advances in aid of construction over a specific period of time based on operating revenues generated from developer-installed infrastructure. The refund amounts are considered an investment in infrastructure and eligible for inclusion in future rate base. These refund amounts are not included in the above table because the refund amounts and timing are dependent upon several variables, including new customer connections, customer consumption levels, and future rate increases, which cannot be accurately estimated. Portions of these refund amounts are payable annually over the next two decades, and amounts not paid by the contract expiration dates become nonrefundable and are transferred to contributions in aid of construction.


(2)	Interest on the long-term debt is based on the fixed rates of the Company’s senior secured notes.


(3)	The Company has entered into an agreement with FATHOM™ to replace a majority of its meter infrastructure within the upcoming year. See Note 7 – “Transactions with Related Parties” of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for additional information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk associated with changes in commodity prices, equity prices, and interest rates. The Company uses fixed-rate long-term debt to reduce the risk from interest rate fluctuations. Although the Company’s long-term debt is based on fixed rates, changes in interest rates could impact the fair market value of the Company’s long-term debt. As of September 30, 2017 , the fair market value of the Company’s long-term debt was $115.2 million . For additional information about the Company’s long-term debt, see Note 9 – “Debt” of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Other than interest-related risks, the Company believes the risks associated with price increases for chemicals, electricity, and other commodities are mitigated by the Company’s ability over the long-term to recover its costs through rate increases to its customers, though such recovery is subject to regulatory lag.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Office and Chief Financial Officer, reviewed and evaluated our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Office and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in providing them with timely material information relating to the Company.

Change in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the fiscal quarter ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, we may, from time to time, be subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. To our knowledge, we are not involved in any legal proceeding which is expected to have a material effect on us.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10‑K for the year ended December 31, 2016 .

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a) Sales of Unregistered Securities

No unregistered securities were sold during the three months ended September 30, 2017 .

b) Use of Proceeds

None.

c) Issuer Purchases of Equity Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS



Exhibit Number	Description of Exhibit	Method of Filing

2.1.1	Arrangement Agreement	Incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed January 19, 2016.

2.1.2	Plan of Arrangement	Incorporated by reference to Exhibit 2.1.2 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed April 13, 2016.

3.1	Second Amended and Restated Certificate of Incorporation of Global Water Resources, Inc.	Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed May 4, 2016.

3.2	Amended and Restated Bylaws of Global Water Resources, Inc.	Incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed May 4, 2016.

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	Filed herewith.

31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	Filed herewith.

32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer	Furnished herewith.

101.INS	XBRL Instance Document	Filed herewith.

101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith.

101. PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.

________________________________

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SIGNATURES

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



		Global Water Resources, Inc.

Date:	November 9, 2017	By:	/s/ Michael J. Liebman
			Michael J. Liebman
			Chief Financial Officer and Corporate Secretary
			(Duly Authorized Officer and Principal Financial Officer)

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TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

2.1.1 Arrangement Agreement Incorporated by reference to Exhibit 2.1 of the Companys Registration Statement on Form S-1 (File No. 333-209025) filed January 19, 2016. 2.1.2 Plan of Arrangement Incorporated by reference to Exhibit 2.1.2 of Amendment No. 2 to the Companys Registration Statement on Form S-1 (File No. 333-209025) filed April 13, 2016. 3.1 Second Amended and Restated Certificate of Incorporation of Global Water Resources, Inc. Incorporated by reference to Exhibit 3.1 of the Companys Form 8-K filed May 4, 2016. 3.2 Amended and Restated Bylaws of Global Water Resources, Inc. Incorporated by reference to Exhibit 3.2 of the Companys Form 8-K filed May 4, 2016. 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer Filed herewith. 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer Filed herewith. 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer Furnished herewith.

GWRS 10-Q Quarter ended Sept. 30, 2017

Exhibits