Mark W. Harding
Analyst · William Smith
Thank you. Thank you, very much. I'd like to welcome you all to our 6 months earnings call. Before we get started, I do want to begin by saying our hearts go out to all of our Boston shareholders. As with all of our earnings calls, we do have a slide deck for this. You can find that on the front page of our website at purecyclewater.com. And what I'll do is I'll try and note the transition of the slides for you. You'll have to click through that to pull up the slide deck and then I'll note the transition of each of the slides as I work through the presentation. At the very first slide -- or I guess the second slide, technically, is our Safe Harbor statement, statements that are not historical facts contained or incorporated by reference in this presentation, are forward-looking statements. Actual results could differ materially from those discussed or implied in these forward-looking statements. And I would refer you to our risk factors identified in our annual report. So now that we've got the Safe Harbor statement, really, I want to begin this by giving -- for those of you who may be new to the company, I'd like to provide a brief overview of our business before we detail our financial results. And we'll start that out by the next slide where we really identify the business areas of emphasis that we have. The primary business, really, is the acquisition, the development and the delivery of water and wastewater services to various users in Colorado. And some of those users are our municipal business, where we're providing domestic water and wastewater services; our agricultural operations, where we own significant land interest and the water associated with that in Southeast Colorado that we lease out our land interest to tenant farmers. Some of the more interesting activities more recently are our industrial water sales, where we're developing and selling water for oil development in the area. And then finally, I'll highlight some of our mineral royalty interest that we have relative to some property that we own and the mineral estate associated with that property. If you click to the next slide. It highlights our municipal water and wastewater services. Our municipal segment consists of, really, what we define as cradle to grave approach between acquiring the water rights as a real property asset, developing the facilities that divert that, that treat that, that store it, distribute it, ultimately collect it back and retreat that back, and then we operate and maintain those systems. Currently, the company serves a very modest number of single-family equivalents, and that's our unit of measure, is the amount of water that's typically associated with water delivery to a standard single-family house. We serve about 260 domestic water connections and about 160, 157 domestic wastewater connections. Moving to the next slide. One of the things that we've also sought to do is also make some additional investments to, in part, diversify ourselves away from our reliance on housing but also in part to move up the chain and vertically integrate ourselves, not only on the domestic water and wastewater side of the company and providing wholesale service, but also being able to control and have an interest in our residential land development on properties that we have an interest in. And so one of the things that we did was acquire some real property. A couple of years ago, about 930 acres known as Sky Ranch, this is a fully zoned master plan community. It's located along the I-70 corridor, right -- near an interchange, along the I-70 corridor. It's about 16 miles east of Downtown Denver. As you go straight across on I-70, it's zoned for about 4,400 single-family houses together with some commercial and retail properties, which aggregate to about 4,850 SFEs for us. What this represents is a tremendous opportunity not only from the land standpoint but also from the utility standpoint, where we'll provide wholesale water and wastewater service to this. We get 2 fee instruments in our municipal segment. We get a tap fee instrument, both for a water and a wastewater tap fee. Our current water fees are around $22,500. Our current wastewater tap fees are close to $5,000. So this represents a very attractive opportunity for us on not only the land side but also on providing domestic water, wholesale water and wastewater. And then we get the trailing revenues by providing wholesale water and wastewater operating services to it. If you take a look at the overall property and the number of lots that are zoned on them, deducting out the water rights that came with the property, our basis in the project is very modest. We have a basis of about $900 per lot in that. If you move to the next slide, it's been some time since we had anything positive to report on housing, I thought it might be useful to highlight some of the progress the Denver market had, had during 2012. This is some information that was accumulated by Metrostudy, but it really does highlight the strengthening residential home building market segment in the city of Denver. Annualized starts in 2012 were up about 55% from 2011. We have a data metric on where our price points are for this, the starter home market, which is really predominantly where our Sky Ranch property is zoned. And we'll provide the bulk of our product service with these, still about 40%, a little more than 40% of the overall market, so almost half of all new homes that are going to get built are going to get built in that starter home price points. And really, the most interesting metric is the inventory of finished vacant lots. What you have is a deteriorating inventory of vacant lots, mostly because there haven't been a lot of new projects brought online when housing sort of took its hiatus over the last 4 or 5 years. So we have a very low supply of finished available lots, and that's going to be one of the more sensitive areas and obviously one where the positioning of a well-placed property that's zoned and ready to go is going to be an attractive opportunity for us. Moving on to the next slide. This slide really kind of illustrates some of our facilities and our service areas. It shows the Lowry property, a little bit south of Sky Ranch, Sky Ranch itself, sort of the adjoining areas of Sky Ranch, some of our target service areas and some of the facilities that the company has developed. We show some facilities in blue where we show the Arapahoe County Fairgrounds. Some lines there that are kind of hard to see but ultimately bringing water along Quincy Avenue up on the access road to provide domestic water and then ultimately wastewater service. We also show where we would likely stand facilities to connect the 2 systems up from our Lowry system up to the Sky Ranch facility. We show some facilities that are from a neighboring water provider, the East Cherry Creek facilities that we negotiated an agreement with East Cherry Creek to be able to operate that system for industrial water deliveries. And then also, a bit of highlight of where some facilities that the company is working together with, several Denver area water providers to the South Metro Water Supply Authority in the WISE facilities, which is not concluded yet. It's just a project that we're evaluating, but where some of that infrastructure might logically go as well. If you move to the next slide. Our first-- this really talks a little bit about our agricultural operations, and this year marks the first year of us being able to receive revenues associated with our agricultural operation. As some of you are familiar with, we acquired a large portfolio of irrigated farmland on Southeast Colorado in 2006, and as a component of that, the sellers of that were having an earn-out provision on some of these agricultural revenues for a period of time. This year's first 6 months farming operations have netted the company about $670,000. So we're very delighted to actually take an active role in not only the management of these farm leases but also the income opportunities associated with that. The next slide. I do want to talk briefly about -- give you an update about the High Plains A&M group and some defaults that they had. As we are talking about our farm properties, our farm properties really, we are -- we acquired from the High Plains group. I want to highlight briefly what their default was, but I won't be able to really take any questions on this as we're still working through the defaults of this aspect with High Plains. And we are, in fact, in litigation with High Plains over this. So I'll be a bit sensitive to what it is that we know about, first and foremost, and then secondly, what I can talk about. What happened on this is, when we acquired these properties, High Plains A&M had some seller financing debts associated with that. The company acquired the property free and clear from High Plains. However, High Plains did have that debt, which was subject to some mortgages and some deeds of trust. And they were responsible for those mortgages and deeds of trust. They did default on the majority of those, really beginning in June, July timeframe of 2012. The company had an interest in this because we own the property subject to that. So we were incentivized to remedy in whatever capacity we could to make sure the company did not lose its ownership interest in the property. We had, had some collateral stock associated with that, making sure that they did not default on that. The company did sell that collateral stock. It was about 1.5 million shares in September of 2012. The company did terminate the property management agreement. So we were able to terminate that property management agreement a couple of years in advance of it maturing on its own accord. And subsequently, we're receiving the farm income associated with that. And then the company has been working through being able to purchase some of these High Plains notes with its own obligations. So we're working through that. We've negotiated approximately 75%, 80% of the notes associated with that and are working with the remaining few note holders to make sure that they are secure in that High Plains default. Moving to the next slide. I want to get back to a little bit about our farm operations, kind of give you a sense of what it is that our tenant farmers grow on our acreage. This is basically a region that is mostly feed-based crops. We have the majority of our lands planted with alfalfa. But we do have some corn. Some of that's sweet corn, but the majority of that's going to be feed-based corn, some sorghum and some wheat. So generally, most of the crops that are going to be growing down there are going to be grown for cow feeding operations in one form or another. Moving to the next slide. I want to talk a little bit about our industrial water sales. The area of interest that we're developing, our -- not we, but what is happening is really the development of the Niobrara Formation. And really, what makes the Niobrara Formation wells produce is the advent of the technology of horizontal drilling and hydrologic fracking. And so what they are able to do is release the oil, predominantly oil. This is a very liquid oil play. As much as 70%, 75% of the product coming out of the wells are going to be oil-based products or oil as opposed to oil. There is some gas, but mostly oil. And so each of these wells gets fracked, and they get fracked in multiple stages that the fracs use between 3 and 5 million gallons of water, depending on the length of the lateral and the number of stages of the frac. I think our experience has been that these are generally in the 4 million gallon frac range on some of these early wells. Some of the wells that they're fracking up in the Wattenberg Field, they'll have some that are at 3 million gallons. Some of them are going to be at 5 million gallons. So on average, we're seeing sort of a variety of types of amounts of water used per frac. The main focus in the Niobrara Formation, if you move to the next slide, on oil and gas, has been predominantly, I'd say, 50 miles north of us in what's defined as the Wattenberg Field. It's a very large geographic area in sort of Northeast Colorado, and the field is really looking at its boundaries still. They're trying to define how far out, how far north this goes, how far east this goes and ultimately how far south this goes. And one of the new areas of interest, primarily by Anadarko, Conoco and Carrizo, but there are others that have interest down in there as what is being defined as the new Southern Niobrara Field or Southern Wattenberg Field. And so we've got a number of players, those are the predominant players, but a number of players who have leasehold interest there and are drilling wells in the southern play to see how those results compare to the Wattenberg Field. Moving on to the next slide. This slide gives you kind of an illustration of why this is an interesting play for most of the oil and gas companies because it's not just confined to one particular formation. There are multiple formation potentials here. I think they've had very good results in the C bench of the Niobrara, I think extending into the B bench of the Niobrara, some good results in the Codell, but they believe there's also productive opportunities in as many as 5 different formations here. So as they continue to gain more and more expertise and more experience with these wells, we'll see how each of these are taking a look at. Also illustrated on this, more in the text format rather than in the graphic illustration, is going to be how many wells each of these companies are looking at. Predominant spacing on each of these horizontal wells is in 80-acre spacing, but there are some companies that are moving to a 40-acre spacing up in the Wattenberg Field because they feel that they're still not seeing well-to-well interference even at the 40-acre spacing. So it kind of gives you an overview of the magnitude of the number of wells and ultimately the number of fracs and water demands for developing the play. Moving on to the next slide. This is sort of an accumulation of the Conoco position. Conoco has accumulated a very significant position on top of where our water supplies are. Initially, they had acquired some of their own independent leasehold interest. And then in April of last year, we're the successful bidder with the Colorado State Land Board for their 27,000 acres at the Lowry property, and then most recently, within the last few months, acquired a substantial position from Anadarko in this area, which aggregates to about 130,000 acres in predominantly Arapahoe County but some spilling over into Adams County and Elbert County. Significant for the company in this is that not only is it on top of where we have our water supplies. We have the exclusive rights to provide water service on the area that we highlighted, which is our Lowry property. And then we also are providing water to the majority of the wells, the majority of the water for the wells outside our service areas in this area. But one of the interesting things is that Anadarko sold not only in a transaction where they sold about 65,000 acres. A component of that was our mineral lease interest at Sky Ranch. So we do now have a relationship with Conoco on the 640-acre mineral estate that we own there at Sky Ranch. Moving on to the next slide. In addition to industrial water sales, we maintain ownership of a mineral lease that, as I highlighted, was now owned by Conoco. We entered into that agreement in March of 2011. So we are in our third anniversary of that lease. And in addition, we have a very small 42-acre lease that we entered into with another third party that subsequently had been acquired by Conoco as well. So we have 2 different leasehold interests that aggregates to about 680 acres with Conoco. Moving to the next slide. The basic terms of this lease were what we call a 3-2 lease where we had an initial 3-year term to those. And then if they did not drill and hold that lease by production, then they have the ability to extend that lease for an additional 2 years by another payment of the bonus. The bonus is about $1.25 million associated with that. So as I mentioned, we are in the third year of that initial term of the lease. We do retain a 20% gross royalty production -- royalty revenue interest associated with that. And so we are looking forward to the development of the oil and gas on that property. We have, I think, 3 well sites identified for that property within the Sky Ranch area. These well sites will be approximately 7 acres. So we try to make those -- we are very specific about the siting of those to make those along the roadway arteries so that we minimize the impact on the development that we're looking for on the residential development at the property. So with that as a kind of a general overview, what I want to do is really talk a little bit about the financial performance for the first 6 months of this year. You'll see our first slide really defines the water deliveries this year. Our water deliveries most notably are up because of the demand for frac water. Water deliveries are up nearly 2x, about 80% of what they were from fiscal year 2012. The actual water usage revenues are up modestly more than that, primarily because the delivery of water on a hydro [ph] pricing basis because those customers are not paying tap fee associated with permanent water delivery has a premium or has a higher price to it than necessarily delivering water to a standard single-family house. Moving on to the next slide, a bit of an overview on G&A. Slightly down from last year, down modestly about 3.5%. Really just a decrease in, I think, some of the bonuses paid in the prior year. If you take a look at net operating losses, we have our NOLs decreased significantly, and that was really attributable to our increased revenue, both from our industrial water sales, but also most notably from our farm leasing operations. The impact is actually a little bit more dramatic when you deduct out the non-cash components, and that's what the darker blue boxes are in front of the other boxes. And when you really deduct out the tap participation fee interest, depreciation and depletion and stock-based compensation, 123 AR expenses, we see a dramatic decrease in net operating losses. Moving on to current assets. Liquidity in current assets are up. Two reasons for this. One was the sale of the collateral stock. And then secondly, we have listed terms, receivables of the HP notes that we purchased. We purchased a number of those High Plains notes from the original note owners and are now the obligee on those notes from High Plains. Moving on to the next slide, total assets. Total assets decreased modestly, mainly due to overall NOLs. The actual slide tabling here, I think, is -- we'll try and label this and repost this because I think it's a bit hard to understand this particular slide, showing the results from 2012 to 2013. What this is illustrating is comparable periods. So it's comparable periods from 6 months ended 2011, 2012, 2013. And so you see about a $5 million decrease in the chart, which is really analogous to the impairments we took at year end, but the text portion of that shows that really, the total assets are in line with where they were at the end of the year. Moving on to the next slide, shareholder equity. Again, that same comment where each of the presentations, '11, '12 and '13 are for comparable periods at 6 months ended for each of those comparable periods. So you see a bit more dramatic illustration of that for comparable periods year-over-year. And again, the shareholder equity is really the NOLs and the impairment from year end. And then lastly, we sort of have the balance sheet summary information, which I won't detail out for you. You all can look through that and really disseminate that for your own analytical metrics, as well as the income statement, statement of operations for those metrics. So with that, as our overview, I guess I'd like to turn it back over to the moderator and see if I can answer any specific questions that you all might have.