In Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A), "we," "us," "our" and "Pure Cycle" refer to Pure Cycle
Corporation and all entities owned or controlled by Pure Cycle Corporation. You
should read the following discussion in conjunction with our consolidated
financial statements and accompanying notes, related MD&A and discussion of our
business included in our Annual Report on Form 10-K for the year ended August
31, 2021 ("2021 Annual Report") filed with the United States (U.S.) Securities
and Exchange Commission (SEC) and the unaudited consolidated financial
statements and accompanying notes included in this Form 10-Q. The results of
operations reported and summarized below are not necessarily indicative of
future operating results, and future results could differ materially from those
anticipated in forward-looking statements (refer to "Disclosure Regarding
Forward-Looking Statements" in this Form 10-Q; Part II, Item 1A. "Risk Factors"
in this Form 10-Q; and Part I, Item 1A. "Risk Factors" in our 2021 Annual Report
for further discussion).
We are a diversified water resource and land development company. At our core,
we are a wholesale water and wastewater service provider, and we develop land we
own into master planned communities. Our newest business is the development of
single-family homes held for rental purposes. Both the land development and
single-family home rental lines of business generate customers and usage fees
for our water and wastewater resource development business.
Our Business Strategy
Over the past 30+ years, we have accumulated a large portfolio of valuable water
rights and land interests in Colorado. We have added an extensive network of
wholesale water production, storage, treatment and distribution systems, and
wastewater collection and treatment systems that we use to serve domestic,
commercial, and industrial customers in the eastern Denver metropolitan region.
Our primary land asset, Sky Ranch, is in one of the most active development
areas in the Denver metropolitan region along the rapidly developing I-70
corridor, and we are developing lots at Sky Ranch for residential, commercial,
retail, and light industrial uses. We also
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have launched a single-family rental business where we are renting homes in Sky
Ranch to families under annual lease agreements. We plan to expand this new line
of business to more than 200 rental units over the next several years.
Although we currently report our results of operations through our water and
wastewater resource development segment and our land development segment, we
operate these segments as a cohesive business designed to provide a cost
effective, sustainable, and value-added business enterprise.
Water and Wastewater
Water resources throughout the western United States and more prominently in
Colorado are a scarce and valuable resource. Our portfolio of 29,500 acre-feet
is comprised of groundwater and surface water supplies. Our other significant
water assets include 26,000 acre-feet of adjudicated reservoir sites, two
wastewater reclamation facilities, water treatment facilities, potable and raw
water storage facilities, wells and water production facilities, and roughly 50
miles of water distribution and wastewater collection lines. Our water supplies
and wholesale facilities are in southeast Denver, an area which is limited in
both water availability and infrastructure to produce, treat, store, and
distribute water and wastewater. We believe this provides us with a unique
competitive advantage in offering these services.
We provide wholesale water and wastewater service to local governments for both
residential and commercial customers. The local governments we service include
the Rangeview Metropolitan District (Rangeview District), Arapahoe County, the
Sky Ranch Community Authority Board (Sky Ranch CAB), and the Elbert and Highway
86 Commercial Metropolitan District (Elbert 86 District). Our mission is to
provide sustainable, reliable, high-quality water to our customers and collect,
treat, and reuse wastewater using advance water treatment systems, which produce
high quality reclaimed water we can reuse for outdoor irrigation and industrial
demands. By using and reusing our water supplies, we proactively manage our
valuable water rights in the water-scarce Denver, Colorado region which
dramatically reduces the environmental impact of our water resource operations.
We design, permit, construct, operate and maintain wholesale water and
wastewater systems that we own or operate on behalf of governmental entities. We
also design, permit, construct, operate, and maintain retail distribution and
collection systems that we own or exclusively operate on behalf of our
governmental customers. Additionally, we handle administrative functions,
including meter reading, billing and collection of monthly water and wastewater
revenues, regulatory water quality monitoring, sampling, testing, and reporting
requirements to the Colorado Department of Public Health and Environment.
Revenues for our water operations are dependent on us growing the number of
customers we serve. If we are unable to add customers to our systems and sell
taps to builders, our revenues could be negatively impacted. We currently are
the developer of the Sky Ranch Master Planned Community which is the main driver
of our tap sales. Additionally, prolonged periods of hot and dry weather
generally cause increased water usage for watering lawns, washing cars, and
keeping parks irrigated. Conversely, prolonged periods of dry weather could lead
to drought restrictions and limited water availability. Despite our substantial
water supply, customers may be required to cut back water usage under such
drought restrictions which would negatively impact metered usage revenues. We
have addressed some of this vulnerability by instituting minimum customer
charges which are intended to cover fixed costs of operations under all likely
weather conditions.
Land Development
Our Land Development segment is primarily focused on developing the Sky Ranch
Master Planned Community located along the booming I-70 corridor to provide
residential, commercial, retail, and light industrial lots. Sky Ranch is zoned
to include up to 3,400 single-family and multifamily homes, parks, open spaces,
trails, recreational centers, and schools. Additionally, Sky Ranch is zoned to
include over two million square feet of retail, commercial, and light industrial
space, which is the equivalent of approximately 1,600 residential units, meaning
the Sky Ranch community at build-out will include a total of roughly 5,000
residential and equivalent units. Our land development activities include the
design, permitting, and construction of all the horizontal infrastructure,
including, storm water, drainage, roads, curbs, sidewalks, parks, open space,
trails, and other infrastructure to deliver "ready to build" finished lots to
home builders and commercial customers. Our land development activities generate
revenue from the sale of finished lots as well as construction revenues from
activities where we construct infrastructure on behalf of others. Land
development revenues come from our home builder customers under specific
agreements for the delivery of finished lots. Additionally, pursuant to certain
agreements with the Sky Ranch CAB and its related metropolitan districts, on
their behalf we construct public infrastructure such as roads, curbs, storm
water, drainage, sidewalks, parks, open space, trails etc., the costs of which
are reimbursed to us by the Sky Ranch CAB through funds generated from property
taxes, fees or the issuance of municipal bonds.
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Our land development activities provide a strategic complement to our water and
wastewater services because a significant component of any master planned
community is providing high quality domestic water, irrigation water, and
wastewater to the community. Having control over land and the water and
wastewater services enables us to build infrastructure for potable water and
irrigation distribution, wastewater and storm water collection, roads, parks,
open spaces, and other investments efficiently and to manage delivery of these
investments to match take-down commitments from our home builder customers
without significant excess capacity in any of these investments.
We have been developing the Sky Ranch community since 2017. We are developing it
in phases, which is anticipated to take approximately eight to ten more years
until it is fully built out. In 2017, we began the initial development phase of
Sky Ranch when we entered separate contracts with Richmond American Homes,
Taylor Morrison, and KB Home, pursuant to which we sold a total of 505
single-family, detached residential lots at Sky Ranch. Pursuant to these
agreements, we were obligated to construct infrastructure and other public
improvements as well as wholesale infrastructure improvements (i.e., a
wastewater reclamation facility and wholesale water facilities), all of which
are substantially complete as of May 31, 2022. As of May 31, 2022, we have
incurred a total of $35.9 million in costs related to the development of the
first phase of Sky Ranch, which is complete. The total cost of the initial
development phase included $32.3 million of public improvements which are
reimbursable to us from the Sky Ranch CAB. Of this amount, as of May 31, 2022,
we have received a total of $11.0 million in reimbursements from the Sky Ranch
CAB. We believe the remaining reimbursables, and associated interest, will be
repaid to us from future fees, property taxes, and municipal bonds generated by
the Sky Ranch CAB as the project continues to grow its assessed value and tax
base. As homes at Sky Ranch have sold faster than anticipated (as of May 31,
2022, there are more than 450 homes sold and occupied in the first development
phase), and assessed values have exceeded early estimates, the Sky Ranch CAB has
developed an established tax basis, which we believe provides support for the
intent and ability of the Sky Ranch CAB to repay the amounts owed to us. We
believe it is probable that a substantial portion of the amounts owed to us by
the Sky Ranch CAB will be repaid when the Sky Ranch CAB issues municipal bonds.
We anticipate the next bond offering being completed before August 31, 2022, and
we believe it is probable we will receive at least $16.0 million from this bond
offering.
During our fiscal 2021, we began construction on the second development phase at
Sky Ranch. For this phase we entered into separate contracts with KB Home,
Lennar Colorado, Melody (a DR Horton Company) and Challenger Homes to sell 804
single-family attached and detached residential lots at Sky Ranch. The second
development phase will incorporate approximately 250 acres and is planned to be
completed in four sub-phases (referred to as Phase 2A, 2B, 2C and 2D). Due to
our strong performance in the first phase of the Sky Ranch project, we were able
to realize an approximate 40% increase in our average lot prices. For example,
we increased our sales price for a 50' foot lot from $75,000 to $108,000 and
added an escalation clause that increases the prices depending on timing of
payments. The timing of cash flows includes certain milestone deliveries such as
the completion of governmental approvals for final plats, installation of wet
utilities, and final completion of lot deliveries.
In February 2021, we began construction on Phase 2A at Sky Ranch, which is
platted for 229 residential lots. We have retained ten of these lots for use in
our single-family rental business. As of May 31, 2022, we have received plats
and substantially completed the grading and wet utilities, along with
approximately half the roads, sidewalks and dry utilities for Phase 2A.
Contracts with three of the four homebuilders include milestone payments as
construction progresses. We recognize the revenue earned under these contracts
over time using the percentage of completion method to measure progress. As a
result of the construction activities completed on Phase 2A, we have received a
total of $7.9 million in milestone payments. The final milestone payments of
$3.4 million from these three builders will be due when we complete the lots,
which is anticipated to be in fiscal 2022. We estimate Phase 2A is about 67%
complete. During the three and nine months ended May 31, 2022, due to the
construction progress, we recognized $1.0 million and $5.3 million of lot sale
revenue related to Phase 2A. The remaining $3.8 million of revenue will be
recognized over time as Phase 2A construction is completed, which we expect will
be substantially complete within three months. The fourth builder contract is a
finished lot contract recognized at the point-in-time control transfers to the
builder, which means when we complete their 64 Phase 2A lots, anticipated to be
during the fourth quarter of fiscal 2022. We will receive $7.0 million in cash
when control of the completed lots is transferred to that builder.
Payments for lot sales and the related revenue for Phases 2B, 2C, and 2D will
occur as construction of those phases occurs. We believe construction of Phase
2B will begin in the fall of 2022. We further believe it will take approximately
three years to complete construction and sell the finished lots in all four
subphases depending on the market conditions and permitting process.
In addition to the lot sales and reimbursable costs described above, from the
start of development at Sky Ranch through May 31, 2022, we have received $16.4
million of water and wastewater tap fees from the homebuilders, which includes
$14.8 from the first development phase and $1.6 from Phase 2A. Timing of tap
sales is dependent on when homebuilders begin requesting building permits. Fees
charged
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per water tap are dependent on lot sizes and average water usage across a broad
range of housing product types including duplexes and townhomes. For Phase 2A we
estimate water and wastewater tap fees will exceed $4.0 million.
During the nine months ended May 31, 2022, we entered various agreements to sell
approximately 32 acres of undeveloped land in Sky Ranch for $1.6 million to a
charter school operator for the purpose of constructing and operating a charter
school. Simultaneously, pursuant to Arapahoe County land development
regulations, all land developments must dedicate land or pay cash-in-lieu of the
land dedication to the school district in which the development is located. The
amount to be dedicated is calculated pursuant to the County's standard.
Simultaneously with the sale of land to the charter school operator, we made a
$1.6 million cash-in-lieu payment to the Bennett School District, which the
amount is the cash-in-lieu equivalent obligation for this phase of the Sky Ranch
Development. The land sale agreements include requirements for us to construct,
or have constructed, certain improvements leading to the school site such as
roads, sidewalks, and landscaping, all of which were already planned to be
constructed as part of the overall master development for Sky Ranch. The
cash-in-lieu and land sale were accounted for in other income, net.
Single-Family Rentals
During our fiscal 2021, we launched a new line of business we are referring to
as our single-family rental business. During our initial development phase of
Sky Ranch, we retained ownership of four residential lots for use in this
business. As of May 31, 2022, we have finished building three single-family
homes which we own, maintain, and have leased to qualified renters under
one-year lease terms. Construction of the fourth home began after May 31, 2022,
prior to the filing of this Form 10-Q, and we expect it to be completed in the
fall of 2022. We intend to expand our single-family rentals in our second
development phase of Sky Ranch by building and renting homes on the 46 lots we
did not sell to our home builder partners.
We capitalize the costs of the homes and when applicable amortize the costs over
periods not exceeding thirty-years. Lease income is recorded monthly as earned.
We began recognizing monthly lease income for the first three rental units on
November 1, 2021.
On November 15, 2021, we entered into a contract with the builder of the first
three rental homes to build a fourth rental unit, and on April 25, 2022, we
entered in a contract with the builder of the first three homes to build ten
rental units in phase 2A of Sky Ranch. The fourth rental unit is under
construction and expected to be complete near the end of our fiscal 2022. The
ten rental units in phase 2A are expected to break ground during the fourth
quarter of fiscal 2022 with delivery dates throughout fiscal 2023.
Impacts of COVID-19 and the resulting economic conditions
The ongoing COVID-19 pandemic has impacted global economies, the rate of
inflation, supply chains, distribution networks and consumer behavior around the
world. These issues, including the inflationary environment, has worsened during
the first nine months of fiscal year 2022 resulting in higher prices which have
impacted our operations, but not materially. Like many other businesses, our
contractors have experienced delays in receiving materials and parts, but we
have been able to adjust our purchases and operations enough to reduce the
impact this has had on our construction and other activities. The severity and
duration of the COVID-19 pandemic, as well as the current inflationary
environment, remain uncertain and it is difficult for us to estimate the extent
to which these conditions will impact our financial results and operations in
future periods.
As the COVID-19 pandemic continues, we have continued to enforce many safety
measures enacted to protect the health and well-being of our employees,
customers, business partners, and their families. While state and local mandates
have eased, we continue to encourage voluntary vaccinations and healthy
practices such as hand washing, disinfecting, social distancing, and face
coverings when necessary. We have been able to maintain our level of efficiency
with the use of video conferencing and electronic data sharing platforms. We
were informed that our builder customers continue to use precautionary measures
to ensure the safety of their employees, customers, business partners, and their
families. These measures varied by builder. As a result, some of our builder
customers reported material net housing order declines early in the pandemic;
however, they are also reporting material increases in orders since the
stay-at-home orders have been reduced. The most dramatic impact on our
operations has been the delay in inspections, the permit process and other
activities requiring the involvement of governmental agencies due to
pandemic-related restrictions imposed on their operations. We expect COVID-19 to
continue to play a role in potential delays related to the second development
phase at Sky Ranch due to rapidly changing governmental orders, city and country
shutdowns, and public health concerns. All our operations are located in
Colorado and travel and related restrictions have not impacted our operations.
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Results of Operations
Consolidated Results of Operations - Three Months Ended May 31, 2022 and 2021
Executive Summary
For the three months ended May 31, 2022, we generated operating income of $0.6
million. This represented an increase from the comparable period in 2021 of $0.3
million or 90%. The increase was primarily driven by increased lot sales
recognized pursuant to the percentage of completion method as Phase 2A continues
developing. Although for the three months ended May 31, 2022, we realized
increased water deliveries, primarily from sales to oil and gas operators for
drilling wells, the revenue reported did not reflect a similar increase. This is
due to 2021 having higher water and wastewater tap sales due to the first phase
of development at Sky Ranch being in its final stages of development during
2021. The table below presents the summarized consolidated financial results.
Three Months Ended
(In thousands, except for water
deliveries and taps sold) May 31, 2022 May 31, 2021 $ Change % Change
Water and wastewater resource
development revenue $ 2,011 $ 2,198 $ (187) (9) %
Land development revenue:
Lot sales 1,070 445 625 140 %
Project management fees 81 23 58 252 %
Single-family rental 25 - 25 - %
Total revenue 3,187 2,666 521 20 %
Water and wastewater development
cost of revenue 1,097 841 256 30 %
Land development cost of revenue 288 99 189 191 %
Single-family rental cost of
revenue 9 - 9 - %
Total cost of revenue 1,394 940 454 48 %
General and administrative expense
and depreciation 1,169 1,398 (229) (16) %
Operating income 624 328 296 90 %
Other income, net 459 454 5 1 %
Income taxes (246) (158) 88 56 %
Net income $ 837 $ 624 $ 213 34 %
Basic EPS $ 0.03 $ 0.03 $ - - %
Diluted EPS $ 0.03 $ 0.03 $ - - %
Water delivered (thousands of
gallons) 59,826 16,541 43,285 262 %
Water and wastewater taps sold 45 59 (14) (24) %
Total revenue increased in the third quarter of fiscal 2022 as compared to 2021,
primarily due to increased lot sale revenue recognize using the percentage of
completion method in 2022 as Phase 2A is progressing and rental income from our
first three rental homes.
Costs of revenue increased in the third quarter of fiscal 2022 as compared to
2021 primarily due to increased costs related to the sale of water to oil and
gas operators for drilling purposes as well as increased lot construction costs
as Phase 2A progresses. As detailed further below (in the Land Development
results of operations section), we are now recording the reimbursable public
improvements as a receivable from the Sky Ranch CAB resulting in lower cost of
sales being recorded for land development activities at Sky Ranch.
General and administrative expense decreased in the third quarter of fiscal 2022
as compared to 2021 primarily due to us receiving a tax credit of $0.2 million
pursuant to the employee retention credit program.
Water deliveries increased substantially in the third quarter of fiscal 2022 as
compared to 2021 primarily due to increased water sales to oil and gas operators
for drilling purposes.
Water and wastewater tap sales declined in the third quarter of fiscal 2022 as
compared to 2021 due to timing of closings at Sky Ranch. Tap sales are driven by
builders obtaining building permits in anticipation of home closings. As of May
31, 2022, permits issued for
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Phase 2A were limited to model homes and two of the three builders are sold out
in the first development phase. As construction nears completion on Phase 2A and
builders start taking contracts for homes, we anticipate tap sales to increase.
Consolidated Results of Operations - Nine months Ended May 31, 2022 and 2021
Executive Summary
For the nine months ended May 31, 2022, we generated operating income of $3.6
million. This represented an increase from the comparable period in 2021 of $0.3
million or 8.0%. The increase was primarily driven by increased lot sales
recognized pursuant to the percentage of completion method as Phase 2A continues
developing. Although for the nine months ended May 31, 2022, we realized
increased water deliveries, primarily from sales to oil and gas operators for
drilling wells, the revenue reported did not reflect a similar increase. This is
due to the 2021 results reflecting a one-time $0.8 million of revenue being
recognized due to a prepaid water purchase contract expiring, resulting in the
oil and gas operator forfeiting the payment and ability to use the water,
resulting in a one-time recognition of revenue. Additionally, project management
fees are lower in 2022 compared to 2021, which is due to 2021 including the
recognition of prior project management fees that were previously deemed
uncollectible until 2021. The nine months ended May 31, 2022, operating income
was positively impacted by the increased lot sale revenues under the
percentage-of-completion method, the addition of our single-family rental units,
and the recognized interest income on the note receivable from the Sky Ranch
CAB. These increases were partially offset by increased general and
administrative expenses as well as the costs associated with increased water
sales and lot development costs. The table below presents the summarized
consolidated financial results.
Nine Months Ended
(In thousands, except for water
deliveries and taps sold) May 31, 2022 May 31, 2021 $ Change % Change
Water and wastewater resource
revenue $ 5,891 $ 7,386 $ (1,495) (20) %
Land development revenue
Lot sales 5,644 3,316 2,328 70 %
Project management fees 529 1,571 (1,042) (66) %
Single-family rental 59 - 59 - %
Total revenue 12,123 12,273 (150) (1) %
Water and wastewater resource cost
of revenue 3,109 2,862 247 9 %
Land development cost of revenue 1,160 2,087 (927) (44) %
Single-family rental cost of
revenue 16 - 16 - %
Total cost of revenue 4,285 4,949 (664) (13) %
General and administrative expense
and depreciation 4,227 3,986 241 6 %
Operating income 3,611 3,338 273 8 %
Other income, net 1,657 20,844 (19,187) (92) %
Income taxes (1,224) (5,906) (4,682) (79) %
Net income $ 4,044 $ 18,276 $ (14,232) (78) %
Basic EPS $ 0.17 $ 0.77 $ (0.60) (78) %
Diluted EPS $ 0.17 $ 0.76 $ (0.59) (78) %
Water delivered (thousands of
gallons) 274,978 126,253 148,725 118 %
Water and wastewater taps sold 81 146 (65) (45) %
Despite an increase in water sales to oil and gas operators, for the nine months
ended May 31, 2022, total revenue decreased as compared to 2021, primarily due
to lower water fees recognized because 2021 included a one-time revenue
recognition amount. Additionally, the prior year had higher tap sales as the
first development phase of Sky Ranch was wrapping up and homebuilders selling
out final lots. This was partially offset by the current period having higher
lot sales recognized pursuant to the percentage of completion method as Phase 2A
development is occurring.
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For the nine months ended May 31, 2022, costs of revenue decreased as compared
to 2021, primarily due to decreased lot construction costs. Although Phase 2A is
progressing, which increased revenues, due to the reduction in land development
costs associated with reimbursable public improvements as described in Note 2 to
the 2021 Annual Report, our cost of lot sales as a percentage of revenue have
dropped significantly resulting in better margins on the second phase.
For the nine months ended May 31, 2022, general and administrative expense
increased slightly compared to 2021 primarily due to increased head count and
increases in certain legal and professional fees due to the second development
phase at Sky Ranch, partially offset by the receipt of $0.2 million of tax
credits resulting from the employee retention credit program.
For the nine months ended May 31, 2022, other income, net, is comprised mainly
of interest income on the Sky Ranch CAB note. For the nine months ended May 31,
2021, we recognized $20.8 million of public improvements and interest income on
the outstanding note receivable related to reimbursable public improvements.
For the nine months ended May 31, 2022, water deliveries increased as compared
to 2021 primarily due to increased water sales to oil and gas operators.
For the nine months ended May 31, 2022, water and wastewater tap sales declined
as compared to 2021 due to timing of closings at Sky Ranch. Tap sales are driven
by builders obtaining building permits in anticipation of home closings. As of
May 31, 2022, permits issued for Phase 2A were limited to model homes and two of
the three builders are sold out in the first development phase. As construction
nears completion on Phase 2A and builders start taking contracts for homes, we
anticipate tap sales to increase.
Water and Wastewater Resource Development Results of Operations
Three Months Ended
(In thousands, except for
water deliveries) May 31, 2022 May 31, 2021 $ Change % Change
Metered water usage from:
Municipal water usage $ 94 $ 63 $ 31 49 %
Commercial water usage 549 147 402 273 %
Wastewater treatment fees 66 51 15 29 %
Water and wastewater tap fees 1,273 1,856 (583) (31) %
Other revenue 29 81 (52) (64) %
Total segment revenue 2,011 2,198 (187) (9) %
Water service costs 560 316 244 77 %
Wastewater service costs 109 102 7 7 %
Depreciation 349 358 (9) (3) %
Other 79 65 14 22 %
Total expenses 1,097 841 256 30 %
Segment operating income $ 914 $ 1,357 $ (443) (33) %
Water deliveries (thousands
of gallons)
On Site 175 475 (300) (63) %
Export - Commercial 2,636 4,827 (2,191) (45) %
Sky Ranch 10,318 7,389 2,929 40 %
Wild Pointe 5,668 3,850 1,818 47 %
O&G operations 41,029 - 41,029 - %
Total water deliveries 59,826 16,541 43,285 262 %
Municipal water usage revenue increased in the third quarter of fiscal 2022 as
compared to 2021 primarily due to new customers being added at Sky Ranch as
homes continue to sell. Commercial water usage increased in the third quarter of
fiscal 2022 as compared to 2021 due to increased water sales to oil and gas
operators for drilling as well as the additional public parks and open areas at
Sky Ranch.
Wastewater treatment fees increased in the third quarter of fiscal 2022 as
compared to 2021 primarily due to new Sky Ranch customers in our water and
wastewater resource development segment.
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Water and wastewater tap sales declined in the third quarter of fiscal 2022 as
compared to 2021 due to timing of closings at Sky Ranch. Tap sales are driven by
building permit applications and are not contractually established with the
builders. As of May 31, 2022, permits issued for Phase 2A were limited to model
homes and two of the three builders are sold out in the first development phase.
As construction nears completion on Phase 2A and builders start taking contracts
for homes, we anticipate tap sales to increase. During the three months ended
May 31, 2022, the average price of a Sky Ranch water and wastewater tap was
$34,000 per tap, compared to $31,000 per tap for the three months ended May 31,
2021.
Water service costs increased during the third quarter of fiscal 2022 as
compared to 2021 primarily due to the increased water needed for oil and gas
operations.
Wastewater service costs increased slightly during the third quarter of fiscal
2022 as compared to 2021 primarily due to an increase in the number of customers
served at Sky Ranch requiring more staff and materials.
Water deliveries increased during the second quarter of fiscal 2022 as compared
to 2021 primarily due to the sale of water to oil and gas operations and new Sky
Ranch and Wild Pointe customers.
Nine Months Ended
(In thousands, except for
water deliveries) May 31, 2022 May 31, 2021 $ Change % Change
Metered water usage from:
Municipal water usage $ 498 $ 171 $ 327 191 %
Commercial water usage 2,462 2,062 400 19 %
Wastewater treatment fees 185 144 41 28 %
Water and wastewater tap fees 2,447 4,522 (2,075) (46) %
Other revenue 299 487 (188) (39) %
Total segment revenue 5,891 7,386 (1,495) (20) %
Water service costs 1,419 1,074 345 32 %
Wastewater service costs 337 258 79 31 %
Depreciation 1,055 1,077 (22) (2) %
Other 298 453 (155) (34) %
Total expenses 3,109 2,862 247 9 %
Segment operating income $ 2,782 $ 4,524 $ (1,742) (39) %
Water deliveries (thousands
of gallons)
On Site 24,372 3,715 20,657 556 %
Export - Commercial 11,353 7,276 4,077 56 %
Sky Ranch 31,899 22,044 9,855 45 %
Wild Pointe 15,384 13,052 2,332 18 %
O&G operations 191,970 80,166 111,804 139 %
Total water deliveries 274,978 126,253 148,725 118 %
For the nine months ended May 31, 2022, municipal water usage increased as
compared to 2021 primarily due to new Sky Ranch customers in our water and
wastewater resource development segment as well as increased water usage due to
landscaping and irrigation usage. For the nine months ended May 31, 2022,
commercial water usage increased as compared to 2021 due to increased water
sales to oil and gas operators for drilling.
For the nine months ended May 31, 2022, wastewater treatment fees increased as
compared to 2021 primarily due to new Sky Ranch customers in our water and
wastewater resource development segment.
For the nine months ended May 31, 2022, water and wastewater tap sales declined
as compared to 2021 due to timing of closings at Sky Ranch. Tap sales are driven
by building permit applications and are not contractually established with the
builders. As of May 31, 2022, permits issued for Phase 2A were limited to model
homes and two of the three builders are sold out in the first development phase.
As construction nears completion on Phase 2A and builders start taking contracts
for homes, we anticipate tap sales to increase.
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For the nine months ended May 31, 2022, water service costs increased as
compared to 2021 primarily due to increased water production costs for oil and
gas operations.
For the nine months ended May 31, 2022, wastewater service costs increased as
compared to 2021 primarily due to new Sky Ranch customers being added to the
wastewater system requiring additional staff to provide required services.
For the nine months ended May 31, 2022, water deliveries increased as compared
to 2021 primarily due to the sale of water to oil and gas operations and new Sky
Ranch and Wild Pointe customers.
Land Development Results of Operations
Three Months Ended
(In thousands) May 31, 2022 May 31, 2021 $ Change % Change
Lot sales $ 1,070 $ 445 $ 625 140 %
Project management revenue 81 23 58 252
Total revenue 1,151 468 683 146 %
Land development construction and
project management costs 288 99 189 191 %
Segment operating income $ 863 $ 369 $ 494 134 %
Lot sales revenue increased in the third quarter of fiscal 2022 as compared to
2021 due to the progress made on Phase 2A at Sky Ranch. Additionally, the price
per lot for delivered lots in the second development phase increased on average
40% over the first phase. Per lot revenue will remain consistent for all four
subphases of the second development phase. Revenue for three of the four builder
contracts in the second development phase is recognized over time with progress
measured under the percent of completion method. Therefore, revenue will
fluctuate due to timing of construction activities throughout the second phase.
Land development construction costs increased in the third quarter of fiscal
2022 as compared to 2021 primarily due to phase one being nearly complete in the
second quarter of fiscal 2021 and Phase 2A progressing in 2022, which are offset
by reimbursable public improvements being reflected as a receivable from the Sky
Ranch CAB instead of as a cost of land development.
Nine Months Ended
(In thousands) May 31, 2022 May 31, 2021 $ Change % Change
Lot sales $ 5,644 $ 3,316 $ 2,328 70 %
Project management revenue 529 1,571 (1,042) (66)
Total revenue 6,173 4,887 1,286 26 %
Land development construction and
project management costs 1,160 2,087 (927) (44) %
Segment operating income $ 5,013 $ 2,800 $ 2,213 79 %
For the nine months ended May 31, 2022, lot sales revenue increased as compared
to 2021 due to the progress made on Phase 2A at Sky Ranch. Additionally, the
price per lot for delivered lots in the second development phase increased on
average 40% over the first development. Per lot revenue will remain consistent
for all four subphases of the second development phase. Revenue for three of the
four builder contracts in the second development phase is recognized over time
with progress measured under the percent of completion method; therefore,
revenue will fluctuate due to timing of construction activities throughout the
second phase.
In the second quarter of fiscal 2021, we recognized $1.5 million of project
management revenues related to prior periods due to the determination that
reimbursable costs due from the Sky Ranch CAB were not deemed probable of
collection prior to that period. In the second quarter of fiscal 2021, we
determined collection of project management fees was probable and after that
point began recognizing project management fees as revenue.
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For the nine months ended May 31, 2022, land development construction costs
decreased as compared to 2021 primarily due to phase one being nearly complete
and lower per lot costs due to reimbursable public improvements being reflected
as a receivable from the Sky Ranch CAB instead of as a cost of land development.
These declines were partially offset by the costs recognized as Phase 2A
progresses.
Single-Family Rental Results of Operations
In fiscal 2021 we began construction on three homes that were completed and put
into service on November 1, 2021. All three homes were rented effective November
1, 2021, under one year lease agreements. For the three and nine months ended
May 31, 2022, the revenue presented in the statement of operations is the amount
received since November 1, 2021, for each respective period presented. The costs
reflected as cost of sales for the rental units include a pro-rata share of the
annual property taxes and insurance related specifically to the rental units as
well as immaterial fees related to the operations and maintenance assessments
from the Sky Ranch CAB that are assessed to every home in Sky Ranch. Our tenants
are responsible for all other utilities including water and wastewater services.
In the first quarter of fiscal 2022, we contracted for the construction of the
fourth rental home, which we anticipate being completed and ready for rental in
the beginning of our fiscal 2023. In the third quarter of fiscal 2022, we
contracted for the construction of ten rental units in Phase 2A, which we
anticipate being completed and ready for rental beginning in the second quarter
of our fiscal 2023.
Liquidity, Capital Resources and Financial Position
As of May 31, 2022, our working capital, defined as current assets less current
liabilities, was $18.6 million, which included $5.4 million in cash and cash
equivalents. We believe that as of May 31, 2022 and as of the date of the filing
of this Quarterly Report on Form 10-Q, we have sufficient working capital to
fund our operations for the next twelve months. Our expected obligations for the
next twelve months are described below.
Sky Ranch Development
The first development phase at Sky Ranch is complete. We began construction of
the second phase in February 2021, which is being done in four subphases, of
which Phase 2A is the only one being actively developed. We estimate total costs
to complete the infrastructure (including public improvements) for the 850 lots
in the second phase of Sky Ranch to be $65.0 million. Of this, we anticipate
spending $18.8 million in the next twelve months, and we anticipate receiving
$18.8 million in milestone and completed lot payments from the home builders
over the same period. We also believe we will receive payments from the Sky
Ranch CAB against the note receivable during the fourth quarter of fiscal 2022,
generated from both unencumbered funds at the Sky Ranch CAB due to recurring tax
payments received by the Sky Ranch CAB and from one or more bond issuances.
There are no assurances the Sky Ranch CAB will be able to issue bonds during
this period; however, based on discussions with the Sky Ranch CAB board, we
believe the Sky Ranch CAB will complete one or more bond offerings for at least
$24.0 million in the next two months. We believe future revenues from water and
wastewater tap fees as well as progress payments from our homebuilder customers
and our existing cash balances will fund our obligations for the next 12 months.
ECCV Capacity Operating System
The Rangeview District may purchase water produced from East Cherry Creek Valley
Water and Sanitation District's (ECCV) Land Board system, which we would pay for
pursuant to our funding agreements with the Rangeview District. Our costs
associated with the use of the ECCV system were a flat fee of eight thousand
dollars per month from January 1, 2013 through December 31, 2021. From
January 1, 2021 through April 2032, the fee decreased to three thousand dollars
per month. Additionally, we pay a fee per 1,000 gallons of water produced from
the ECCV system, which is included in the water usage fees charged to customers.
The ECCV system is anticipated to continue to cost us approximately ten thousand
dollars per month to maintain going forward.
South Metropolitan Water Supply Authority (SMWSA) and the Water Infrastructure
Supply Efficiency Partnership (WISE)
We have entered into a financing agreement that obligates us to fund the
Rangeview District's cost of participating in WISE. We anticipate investing $1.0
million in 2022 and $5.8 million in total for the fiscal years 2023 through 2025
to fund the Rangeview District's obligation to purchase water and infrastructure
for WISE, its obligations related to SMWSA, and the construction of a connection
to the WISE system. In exchange for funding the Rangeview District's obligations
in WISE, we have the sole right to use and reuse the Rangeview District's 9%
share of the WISE water and infrastructure to provide water service to the
Rangeview District's customers and
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to receive the revenue from such service. Our current WISE subscription entitles
us to approximately three million gallons per day of transmission pipeline
capacity and 900 acre-feet per year of water.
Construction of Public Improvements at School Site
During the nine months ended May 31, 2022, we entered into various contracts
related to the sale of land in Sky Ranch to a charter school operator. These
agreements included a development agreement whereby we agreed to build or have
built various public improvements (mainly roads, sidewalks and landscaping)
leading to the school site. The agreements require us to build two roads and
related items by defined dates. In addition, the charter school operator is
required to construct one road with related items for which we will pay 50% of
the costs. All construction items are required to be completed by defined dates,
and if not completed, we could owe the charter school up to $4.0 million in
liquidated damages. We have already begun construction and believe the
construction will be completed in a timely manner. We estimate we will spend
$4.0 million over the next eighteen months completing these items, which are
public improvements; therefore, we believe these costs will be reimbursed by the
Sky Ranch CAB.
Summary Cash Flows Table
Nine Months Ended
(In thousands) May 31, 2022 May 31, 2021 $ Change % Change
Cash (used) provided by:
Operating activities $ (11,933) $ 193 $ (12,126) (6,283) %
Investing activities (3,794) (2,253) (1,541) (68) %
Financing activities 1,033 59 974 1,651 %
Net Change in cash $ (14,694) $ (2,001) $ (12,693) (634) %
For the nine months ended May 31, 2022, operating activities used a net $11.9
million of cash, which is due to positive net income being offset by income tax
payments, use of cash to fund construction activities (including the public
improvements) at Sky Ranch, and timing of when payments are remitted to vendors.
We anticipate continuing to spend cash for the construction activities at Sky
Ranch for the foreseeable future.
For the nine months ended May 31, 2022, investing activities used $3.8 million
in cash. The majority of this was related to the land development activities in
the second development phase of Sky Ranch.
For the nine months ended May 31, 2022, financing activities produced $1.0
million of cash, mainly from the receipt of $1.0 million in proceeds from a loan
to fund construction of the new single-family rental units.
Off-Balance Sheet Arrangements
Our only off-balance sheet arrangement consists of the contingent portion of the
Comprehensive Amendment Agreement No. 1 associated with the acquisition of our
Rangeview Water Supply as described in Note 5 to the 2021 Annual Report.
Critical Accounting Policies and Use of Estimates
Our critical accounting policies and estimates are described in "Critical
Accounting Policies and Estimates" within Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 2 of the
Notes to Consolidated Financial Statements in "Financial Statements and
Supplementary Data" included in our 2021 Annual Report. The accounting policies
and estimates used in preparing our interim consolidated financial statements
for the three months ended May 31, 2022 are the same as those described in our
2021 Annual Report. There have been no changes to our critical accounting
policies during the three or nine months ended May 31, 2022. Certain information
and note disclosures normally included in our annual financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted from the interim
financial statements included in this Quarterly Report on Form 10-Q pursuant to
the rules and regulations of the SEC, although we believe that the disclosures
made are adequate to make the information not misleading. The unaudited
consolidated financial statements and other information included in this
Quarterly Report on Form 10-Q should be read in conjunction with the audited
consolidated financial statements and notes thereto in our 2021 Annual Report.
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