Annual report pursuant to Section 13 and 15(d)

WATER AND LAND ASSETS

v3.5.0.2
WATER AND LAND ASSETS
12 Months Ended
Aug. 31, 2016
Investments In Water Water Systems Land And Improvements  
WATER AND LAND ASSETS

The Company’s water and water systems consist of the following approximate costs and accumulated depreciation and depletion as of August 31:

 

    August 31, 2016     August 31, 2015  
    Costs     Accumulated Depreciation and Depletion     Costs     Accumulated Depreciation and Depletion  
Rangeview water supply   $ 14,444,600     $ (9,400 )   $ 14,444,600     $ (8,800 )
Sky Ranch water rights and other costs     6,607,400       (334,500 )     6,440,800       (194,600 )
Fairgrounds water and water system     2,899,900       (886,800 )     2,899,900       (798,700 )
Rangeview water system     1,624,800       (152,800 )     1,256,300       (110,300 )
Water supply – other     3,703,000       (297,800 )     3,649,800       (193,900 )
Construction in progress     723,500       -       323,500       -  
Totals     30,003,200       (1,681,300 )     29,014,900       (1,306,300 )
Net investments in water and water systems   $ 28,321,900             $ 27,708,600          

 

Depletion and Depreciation

 

The Company recorded $500, $7,000, and $4,400 of depletion charges during the fiscal years ended August 31, 2016, 2015 and 2014, respectively. During the fiscal year ended August 31, 2016, this related entirely to the Rangeview Water Supply (defined below), and during the fiscal years ended August 31, 2015 and 2014, this related to the Rangeview Water Supply and the Sky Ranch water supply (discussed below).

 

The Company recorded $419,600, $340,300 and $192,200 of depreciation expense in each of the fiscal years ended August 31, 2016, 2015 and 2014, respectively. These figures include depreciation for other equipment not included in the table above.

  

Rangeview Water Supply and Water System

 

The “Rangeview Water Supply” consists of 22,985 acre feet and is a combination of tributary surface water and groundwater rights along with certain storage rights associated with the Lowry Range, a 27,000-acre property owned by the Land Board located 16 miles southeast of Denver, Colorado. Approximately $14.4 million of Investments in Water and Water Systems on the Company’s balance sheet as of August 31, 2016, represents the costs of assets acquired or facilities constructed to extend water service to customers located on and off the Lowry Range. The recorded costs of the Rangeview Water Supply include payments to the sellers of the Rangeview Water Supply, design and construction costs and certain direct costs related to improvements to the asset including legal and engineering fees.

The Company acquired the Rangeview Water Supply beginning in 1996 when:

 

(i)  The District entered into the 1996 Amended and Restated Lease Agreement with the Land Board, which owns the Lowry Range;

 

(ii)  The Company entered into the Agreement for Sale of Export Water with the District;

 

(iii)  The Company entered into the 1996 Service Agreement with the District for the provision of water service to the Lowry Range; and

 

(iv)  In 1997, the Company entered into the Wastewater Service Agreement with the District for the provision of wastewater service to the District’s service area.

 

In July 2014, the Company, the District and the Land Board entered into the 2014 Amended and Restated Lease (the “Lease”), which superseded the original 1996 lease, and the Company and the District entered into an Amended and Restated Service Agreement. Collectively, the foregoing agreements, as amended, are referred to as the “Rangeview Water Agreements.”

 

Pursuant to the Rangeview Water Agreements, the Company owns 11,650 acre feet of water consisting of 10,000 acre feet of groundwater and 1,650 acre feet of average yield surface water which can be exported off the Lowry Range to serve area users (referred to as “Export Water”). The 1,650 acre feet of surface rights are subject to completion of documentation by the Land Board related to the Company’s exercise of its right to substitute an aggregate gross volume of 165,000 acre feet of its groundwater for 1,650 acre feet per year of adjudicated surface water and to use this surface water as Export Water. Additionally, assuming completion of the substitution of groundwater for surface water, the Company has the exclusive right to provide water and wastewater service, through 2081, to all water users on the Lowry Range and the right to develop an additional 12,035 acre feet of groundwater and 1,650 acre feet of adjudicated surface water to serve customers either on or off the Lowry Range. The Rangeview Water Agreements also provide for the Company to use surface reservoir storage capacity in providing water service to customers both on and off the Lowry Range.

 

Services on the Lowry Range – Pursuant to the Rangeview Water Agreements, the Company designs, finances, constructs, operates and maintains the District’s water and wastewater systems to provide service to the District’s customers on the Lowry Range. The Company will operate both the water and the wastewater systems during the contract period, and the District owns both systems. After 2081, ownership of the water system will revert to the Land Board, with the District retaining ownership of the wastewater system.

 

Rates and charges for all water and wastewater services on the Lowry Range, including tap fees and usage or monthly fees, are governed by the terms of the Rangeview Water Agreements. Rates and charges are required to be less than the average of similar rates and charges of three surrounding municipal water and wastewater service providers, which are reassessed annually. Pursuant to the Rangeview Water Agreements the Land Board receives a royalty of 10% or 12% of gross revenues from the sale or disposition of the water depending on the purchaser of the water, except that the royalty on tap fees shall be 2% (other than taps sold for Sky Ranch which are exempt). The Company also is required to pay the Land Board a minimum annual water production fee, which will offset future royalty obligations. The Company and the Land Board are working cooperatively to clarify the calculation of the minimum annual production fee. Pursuant to the Company’s determination, the Company has made payments of $45,600 for each of the past two years. The Company does not anticipate any modification to the minimum fee to be material. The District retains 2% of the remaining gross revenues and the Company receives 98% of the remaining gross revenues after the Land Board royalty. The Land Board does not receive a royalty on wastewater fees. The Company receives 100% of the District’s wastewater tap fees and 90% of the District’s wastewater usage fees (the District retains the other 10%).

 

Export Water – The Company owns the Export Water and intends to use it to provide water and wastewater services to customers off the Lowry Range. The Company will own all wholesale facilities required to extend water and wastewater services using its Export Water. The Company anticipates contracting with third parties for the construction of these facilities. If the Company sells water, the Company is required to pay royalties to the Land Board ranging from 10% to 12% of gross revenues.

 

The Arapahoe County Fairgrounds Water and Water System

 

The Company owns 321 acre feet of groundwater purchased pursuant to its agreement with Arapahoe County. The Company plans to use this water in conjunction with its Rangeview Water Rights in providing water to areas outside the Lowry Range. The $2.9 million of capitalized costs includes the costs to construct various Wholesale and Special Facilities, including a new deep water well, a 500,000-gallon water tank and pipelines to transport water to the Arapahoe County fairgrounds.

 

Sky Ranch

 

In 2010, the Company purchased approximately 931 acres of undeveloped land known as Sky Ranch. The property includes the rights to approximately 830 acre feet of water.

 

Total consideration for the land and water included the $7.0 million purchase price, plus direct costs and fees of $554,100. The Company allocated the total acquisition cost to the land and water rights based on estimates of each asset’s respective fair value.

 

O&G Lease – On March 10, 2011, the Company entered into the O&G Lease and the Surface Use Agreement with Anadarko. Pursuant to the O&G Lease, the Company received an up-front payment of $1,243,400 from Anadarko for the purpose of exploring for, developing, producing and marketing oil and gas on 634 acres of mineral estate owned by the Company at its Sky Ranch property. The Company also received $9,000 in surface use and damage payments. In December 2012, the O&G Lease was purchased by a wholly owned subsidiary of ConocoPhillips Company. The Company received an additional payment of $1,243,400 during February 2014 to extend the O&G Lease an additional two years through February 2016. The O&G Lease is now held by production entitling the Company to royalties based on production.