INVESTMENTS | 3 Months Ended |
Dec. 31, 2013 |
INVESTMENTS | ' |
INVESTMENTS | ' |
5. INVESTMENTS |
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A summary of Barnwell’s investments is as follows: |
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| | December 31, | | September 30, | |
| | 2013 | | 2013 | |
Investment in two residential parcels | | | | $ | 2,331,000 | | | | | $ | 2,331,000 | | |
Investment in land development partnerships | | | | | 4,993,000 | | | | | | - | | |
Investment in leasehold land interest – Lot 4C | | | | | 50,000 | | | | | | 50,000 | | |
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Total investments | | | | $ | 7,374,000 | | | | | $ | 2,381,000 | | |
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Investment in two residential parcels |
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Kaupulehu 2007 owns two residential parcels in the Lot 4A Increment I area located in the North Kona District of the island of Hawaii, north of Hualalai Resort at Historic Ka`upulehu, between the Queen Kaahumanu Highway and the Pacific Ocean. |
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Investment in land development partnerships |
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On November 27, 2013, Barnwell, through a wholly-owned subsidiary, entered into two limited liability limited partnerships, KD Kona 2013 LLLP and KKM Makai, LLLP, and indirectly acquired a 19.6% ownership interest in each WB Kukio Resorts, LLC, WB Maniniowali, LLC, and WB Kaupulehu, LLC for $5,140,000. These entities own certain real estate and development rights interests in the Kukio, Maniniowali, and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii. WB Kaupulehu, LLC, which is comprised of WB KD Acquisition, LLC (“WB”) and WB KD Acquisition II, LLC (“WBKD”), is the developer of Kaupulehu Lot 4A Increments I and II, the area in which Barnwell has interests in percentage of sales payments. Barnwell’s investment in these entities is accounted for using the equity method of accounting. |
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The limited liability limited partnership agreements provide for a priority return of Barnwell’s investment prior to profit distributions. Net profits, losses and cash flows of the partnerships are allocated to Barnwell and the other partners at varying percentages based on whether the initial and any additional capital contributions have been repaid to the investors. For the period from the acquisition date, November 27, 2013, to December 31, 2013, Barnwell was allocated partnership losses of $147,000. |
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Barnwell, through affiliated entities, borrowed approximately $4,140,000 on the acquisition date under a new bank loan to partially fund the acquisition. In January 2014, Barnwell paid an additional $1,000,000, of which approximately $814,000 was borrowed under the new bank loan, to fund the remainder of the acquisition price. This amount is accrued under the caption “Payable to affiliate” in the Condensed Consolidated Balance Sheets at December 31, 2013. |
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The initial accounting for the acquisition by the general partner of the investees is incomplete as the general partner is currently in the process of performing an acquisition date audit. As such, we are unable to determine the amount, if any, of the basis difference between the underlying equity in net assets of the investee land development partnerships and the carrying value of Barnwell’s investment as a limited partner. |
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Barnwell, as well as WB and certain other owners of the partnership, have jointly and severally executed a surety indemnification agreement. Bonds issued by the surety at December 31, 2013 totaled approximately $4,700,000 and relate to certain construction contracts of WB. If any such performance bonds are called, we may be obligated to reimburse the issuer of the performance bond as Barnwell, WB and certain other owners are jointly and severally liable, however we believe that it is remote that a material amount of any currently outstanding performance bonds will be called. Performance bonds do not have stated expiration dates. Rather, the performance bonds are released as the underlying performance is completed. |
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As of December 31, 2013, Barnwell’s maximum loss exposure as a result of its investment in the land development partnerships was $9,693,000, consisting of the carrying value of the investment of $4,993,000 and $4,700,000 from the surety indemnification agreement of which we are jointly and severally liable. |
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Summarized financial information for the land development partnerships is as follows for the period of November 27, 2013 to December 31, 2013: |
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Revenue | | $ | 269,000 | | | | | | | | | | |
Gross profit | | $ | 211,000 | | | | | | | | | | |
Loss from operations | | $ | (386,000 | ) | | | | | | | | | |
Net loss | | $ | (381,000 | ) | | | | | | | | | |
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Percentage of sales payments |
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Kaupulehu Developments has the right to receive payments resulting from the sale of lots and/or residential units within approximately 870 acres of the Kaupulehu Lot 4A area in two increments (“Increment I” and “Increment II”). |
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The following table summarizes the Increment I percentage of sales payment revenues received during the three months ended December 31, 2013 (no amounts were received during the three months ended December 31, 2012). This sale occurred prior to our purchase of an ownership interest in the land development partnerships: |
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Sale of interest in leasehold land: | | | | | | | | | | | | |
Proceeds | | $ | 140,000 | | | | | | | | | | |
Fees | | | (20,000 | ) | | | | | | | | | |
Revenues – sale of interest in leasehold land, net | | $ | 120,000 | | | | | | | | | | |
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Investment in leasehold land interest - Lot 4C |
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Kaupulehu Developments holds an interest in an area of approximately 1,000 acres of vacant leasehold land zoned conservation located adjacent to Lot 4A. The lease terminates in December 2025. |