Attached files

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8-K - 8-K - Shell Midstream Partners, L.P.d21065d8k.htm
EX-99.3 - EX-99.3 - Shell Midstream Partners, L.P.d21065dex993.htm
EX-99.1 - EX-99.1 - Shell Midstream Partners, L.P.d21065dex991.htm
EX-23.1 - EX-23.1 - Shell Midstream Partners, L.P.d21065dex231.htm
EX-99.4 - EX-99.4 - Shell Midstream Partners, L.P.d21065dex994.htm
EX-23.2 - EX-23.2 - Shell Midstream Partners, L.P.d21065dex232.htm
EX-99.5 - EX-99.5 - Shell Midstream Partners, L.P.d21065dex995.htm

Exhibit 99.2

Mars Oil Pipeline Company

(A general partnership)

Condensed Financial Statements (Unaudited)

Nine Months Ended September 30, 2014 and 2013


Mars Oil Pipeline Company

(A general partnership)

Table of Contents

Nine Months Ended September 30, 2014 and 2013

 

     Page(s)  

Condensed Financial Statements (Unaudited)

  

Balance Sheets

     3   

Statements of Income

     4   

Statement of Partners’ Capital

     5   

Statements of Cash Flows

     6   

Notes to Financial Statements

     7–11   

 

2


Mars Oil Pipeline Company

(A general partnership)

Condensed Balance Sheets (unaudited)

 

     September 30, 2014     December 31, 2013  

Assets

    

Current assets

    

Cash and cash equivalents

   $ 22,322,593      $ 27,677,178   

Accounts receivable

    

Related parties

     10,466,449        9,484,523   

Third parties, net

     3,119,415        2,167,528   

Materials and supplies inventory

     276,517        300,013   

Allowance oil

     6,556,908        2,755,315   

Other current assets

     1,086,791        764,339   
  

 

 

   

 

 

 

Total current assets

     43,828,673        43,148,896   
  

 

 

   

 

 

 

Property, plant and equipment

   $ 298,155,975      $ 298,318,213   

Accumulated depreciation

     (86,936,510     (79,462,289
  

 

 

   

 

 

 

Property, plant and equipment, net

     211,219,465        218,855,924   
  

 

 

   

 

 

 

Advance for operations to related party

     538,000        538,000   

Other assets

     1,624,784        4,325,681   
  

 

 

   

 

 

 

Total assets

   $ 257,210,922      $ 266,868,501   
  

 

 

   

 

 

 

Liabilities and Partners’ Capital

    

Current liabilities

    

Accounts payable and accrued liabilities

   $ 1,735,759      $ 7,984,590   

Payable to related parties

     4,686,627        6,925,874   
  

 

 

   

 

 

 

Total current liabilities

     6,422,386        14,910,464   
  

 

 

   

 

 

 

Commitments and contingencies (Note 6)

    

Partners’ capital

     250,788,536        251,958,037   
  

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 257,210,922      $ 266,868,501   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

3


Mars Oil Pipeline Company

(A general partnership)

Condensed Statements of Income (unaudited)

 

     Nine Months Ended September 30,  
     2014      2013  

Revenue

     

Related parties

   $ 98,148,783       $ 57,731,116   

Third parties

     17,614,669         33,743,378   
  

 

 

    

 

 

 

Total revenue

     115,763,452         91,474,494   
  

 

 

    

 

 

 

Costs and expenses

     

Operations

     34,488,405         32,620,396   

Maintenance

     2,353,692         2,477,746   

General and administrative

     1,586,162         3,310,093   

Depreciation and amortization

     10,204,455         3,974,937   

Property taxes

     1,468,011         1,764,318   

Net loss from pipeline operations

     221,524         2,786,606   
  

 

 

    

 

 

 

Total costs and expenses

     50,322,249         46,934,096   
  

 

 

    

 

 

 

Operating income

     65,441,203         44,540,398   

Other expense (income)

     

Loss on disposition of asset

     1,607,788         —     

Other expense (income)

     2,916         (2,355
  

 

 

    

 

 

 

Net income

   $ 63,830,499       $ 44,542,753   
  

 

 

    

 

 

 

The accompanying notes are an integral part of these financial statements.

 

4


Mars Oil Pipeline Company

(A general partnership)

Condensed Statement of Changes in Partners’ Capital (unaudited)

 

     Shell Pipeline
Company LP
    BP Offshore
Pipelines, Inc
    Total  

Partners’ capital at December 31, 2013

   $ 180,149,995      $ 71,808,042      $ 251,958,037   

Cash distributions

     (46,475,000     (18,525,000     (65,000,000

Net income

     45,638,807        18,191,692        63,830,499   
  

 

 

   

 

 

   

 

 

 

Partners’ capital at September 30, 2014

   $ 179,313,802      $ 71,474,734      $ 250,788,536   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

5


Mars Oil Pipeline Company

(A general partnership)

Condensed Statements of Cash Flows (unaudited)

 

     Nine Months Ended September 30,  
     2014     2013  

Cash flows from operating activities

    

Net income

   $ 63,830,499      $ 44,542,753   

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation and amortization

     10,204,455        3,974,937   

Loss on sale of assets

     1,607,788        —     

Bad Debt Expense

     9,193        —     

Changes in working capital

    

Decrease (increase) in accounts receivable

     (1,943,005     6,990,463   

Increase in materials & supplies inventory and allowance oil

     (3,999,621     (4,468,702

Increase in prepaid expenses and other assets

     (322,453     (313,254

Decrease in accounts payable and accrued liabilities

     (1,995,901     (2,371,016

Increase in payable to related parties

     3,706,329        2,833,443   

Net loss from pipeline operations

     221,524        2,786,606   
  

 

 

   

 

 

 

Net cash provided by operating activities

     71,318,808        53,975,230   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Capital expenditures

     (12,150,571     (60,264,812

Proceeds from sale of assets

     477,178        —     
  

 

 

   

 

 

 

Net cash used in investing activities

     (11,673,393     (60,264,812
  

 

 

   

 

 

 

Cash flows from financing activities

    

Distributions to partners

     (65,000,000     —     
  

 

 

   

 

 

 

Net cash used in financing activities

     (65,000,000     —     
  

 

 

   

 

 

 

Decrease in cash and cash equivalents

     (5,354,585     (6,289,582

Cash and cash equivalents at the beginning of the period

     27,677,178        28,859,039   
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the period

   $ 22,322,593      $ 22,569,457   
  

 

 

   

 

 

 

Supplemental cash flow disclosures

    

Change in accrued capital expenditures

   $ (10,198,506   $ 951,189   

The accompanying notes are an integral part of these financial statements.

 

6


Mars Oil Pipeline Company

(A general partnership)

Notes to Condensed Financial Statements (unaudited)

 

1. Organization and Business

Mars Oil Pipeline Company (“we,” “us,” “our,” the “Partnership”) is a Texas general partnership formed in 1996 which owns and operates a pipeline system for the transportation of crude oil from Mississippi Canyon Block 807 in the Gulf of Mexico, offshore Louisiana, to Clovelly, Louisiana. The pipeline system is regulated by the Federal Energy Regulatory Commission (“FERC”), where applicable, and tariff rates are calculated in accordance with guidelines established by the FERC.

The Partnership is owned by Shell Pipeline Company LP (“Shell Pipeline”), an indirect wholly owned subsidiary of Shell Oil Company (“Shell Oil”), and BP Offshore Pipelines, Inc. (“BP”), (the “Partners”.) Each partner contributed cash and certain pipeline related assets. In accordance with the partnership agreement (the “Partnership Agreement”), the historical relative sharing ratios between the Partners for all revenues, costs and expenses were 71.5% to Shell Pipeline and 28.5% to BP.

 

2. Summary of Significant Accounting Policies

The accounting policies are set forth in Note 2 of the Notes to Financial Statements in our annual report for the year ended December 31, 2013. There have been no significant changes to these policies during the nine months ended September 30, 2014.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain reclassifications have been made to the previous year to conform to the 2014 presentation. The unaudited financial statements for the nine months ended September 30, 2014 and 2013 include all adjustments management believes is necessary for a fair statement of the results for the interim periods and are of a normal recurring nature. Operating results for the nine-month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2014. The year-end condensed Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited condensed financial statements and other information included in this interim report should be read in conjunction with our audited financial statements and notes thereto included in our annual report for the year ended December 31, 2013.

Revision to the 2013 Financial Statements

The Partnership has revised the accompanying condensed Balance Sheet for the year ended December 31, 2013. Subsequent to December 31, 2013 the Partnership identified (1) errors in the Partnership’s process for appropriately classifying third and related party revenues, (2) errors in accrual cutoff periods for Revenues and Allowance Oil gains and losses and (3) misclassification of assets between Property, Plant and Equipment and Other Assets. The errors resulted in an understatement of net income for the year ending December 31, 2013 of $607,344 which is reflected as an adjustment to the 2013 Partners’ Capital balance as of December 31, 2013 in the accompanying condensed Balance Sheet. The Partnership has evaluated the errors detailed above, individually and in aggregate, and concluded that the errors were not material to the previously issued financial statements for the year ended December 31, 2013. The accompanying Statements of Income, Changes in Partners’ Capital and Cash Flows are presented for the first time and appropriately reflect the impact of the above errors. The schedule below provides a summary of the impact of these adjustments on the Partnership’s condensed Balance Sheet.

 

7


Mars Oil Pipeline Company

(A general partnership)

Notes to Condensed Financial Statements (unaudited)

 

     Year Ended December 31, 2013  
     As Previously
Reported
     Adjustments      As Revised  

Balance Sheet

        

Accounts Receivables - Related parties

   $ 9,434,602       $ 49,921       $ 9,484,523   

Accounts Receivables - Third parties

     2,394,884         (227,356      2,167,528   

Allowance Oil

     1,884,137         871,178         2,755,315   

Total other current assets

     13,713,623         693,743         14,407,366   

Property, plant and equipment, net of accumulated depreciation

     220,570,897         (1,714,973      218,855,924   

Other assets

     2,697,107         1,628,574         4,325,681   

Total assets

     266,261,157         607,344         266,868,501   

Partners’ capital

     251,350,693         607,344         251,958,037   

Total liabilities and partner’ capital

     266,261,157         607,344         266,868,501   

Recent Accounting Pronouncements

In April 2014, the FASB issued accounting standards updates to Topic 205, “Presentation of Financial Statements” and to Topic 360, “Property, Plant, and Equipment” to change the criteria for reporting discontinued operations. This accounting standard update raises the threshold for a disposal transaction to qualify as a discontinued operation and requires additional disclosures about discontinued operations and disposals of individually significant components that do not qualify as discontinued operations. The adoption of this guidance, effective January 1, 2015, will not affect the financial position or results of operations of the Partnership; however, it may result in changes to the manner in which future dispositions of operations or assets, if any, are presented in the financial statements, or it may require additional disclosures.

In May 2014, the FASB and the International Accounting Standards Board issued a new accounting standard, Topic 606, “Revenue from Contracts with Customers,” to clarify the principles for recognizing revenue. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The standard also requires improved interim and annual disclosures that enable the users of financial statements to better understand the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. The accounting standards update was to be effective on a retrospective or modified retrospective basis for annual reporting periods beginning after December 15, 2016, and interim periods within those years, with no early adoption permitted. However, in April 2015, the FASB proposed to defer the effective date to annual reporting periods beginning after December 15, 2017. In July 2015, the FASB affirmed its proposal to defer the effective date by one year. The FASB also decided to permit early adoption, but not before the original public entity effective date of December 15, 2016. Management is currently evaluating the effect that adopting this new standard will have on the consolidated financial statements and related disclosures.

In August 2014, the FASB issued accounting standards update, Subtopic 205-40, “Presentation of Financial Statements—Going Concern,” requiring management to evaluate whether events or conditions could impact an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued) and to provide disclosures if necessary. Disclosures will be required if conditions give rise to substantial doubt and the type of disclosure will be determined based on whether management’s plans will be able to alleviate the substantial doubt. The accounting standards update will be effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early application permitted. The adoption of this guidance is not expected to affect the financial position or results of operations of the Partnership.

 

8


Mars Oil Pipeline Company

(A general partnership)

Notes to Condensed Financial Statements (unaudited)

 

In January 2015, the FASB issued accounting standards update, Subtopic 225-20, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” The adoption of this guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance will not affect the current financial position or results of operations of the Partnership.

In June 2015, the FASB issued an accounting standards update, “Technical Corrections and Improvements,” which covers a wide range of topics in the codification. The amendments in this update represent changes to clarify the codification, correct unintended application of guidance, or make minor improvements to the codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost on most entities. The Partnership does not anticipate that the adoption of this standard will have a material impact on its financial statements and footnote disclosures.

 

3. Property, Plant and Equipment

Property, plant and equipment consisted of the following at September 30, 2014 and December 31, 2013:

 

     September 30, 2014      December 31, 2013  

Rights-of-way

   $ 10,374,182       $ 10,361,114   

Buildings

     3,954,126         3,954,126   

Line pipe, equipment and other pipeline assets

     282,082,560         132,548,877   

Office, communication and data handling equipment

     651,592         651,592   

Construction work-in-progress

     1,093,515         150,802,504   
  

 

 

    

 

 

 
     298,155,975         298,318,213   

Accumulated depreciation

     (86,936,510      (79,462,289
  

 

 

    

 

 

 

Total property, plant and equipment, net

   $ 211,219,465       $ 218,855,924   
  

 

 

    

 

 

 

Depreciation expense on property, plant and equipment of $7,503,557 and $3,678,875 is included in “Depreciation and amortization” in the accompanying condensed Statements of Income for the nine-month periods ended September 30, 2014 and September 30, 2013, respectively.

In 2009, the Partnership began construction of the Olympus pipeline, which transports crude oil from a region in the Gulf of Mexico adjacent to the region that the Mars pipeline services. In 2014, excess pipe associated with the project, with an original cost of $2,084,966, was sold at auction for $477,178. As a result, the Partnership recognized a loss of $1,607,788 included under the “Other expense (income)” heading in the accompanying condensed Statement of Income for the period ended September 30, 2014.

 

4. Other Assets

The Partnership paid $5,921,228 during 2004 to replace a Brine pipeline owned by a related party. The Partnership was contractually obligated to make capital improvements to the asset as part of the

 

9


Mars Oil Pipeline Company

(A general partnership)

Notes to Condensed Financial Statements (unaudited)

 

terms of the operating agreement. The costs associated with the Brine String Project were capitalized and were being amortized over an estimated useful life of 15 years. In February 2015, it was determined the improvements had no future economic useful life as of September 30, 2014 and the remaining $1,973,743 of costs were written off as of September 30, 2014 and is included in Depreciation and amortization within the condensed accompanying Statements of Income.

 

5. Related Party Transactions

The Partnership derives a significant portion of its transportation, allowance oil and rental revenues from related parties, which are based on published tariffs and contractual agreements, and amounted to $98,148,783 and $57,731,116 for the nine-month periods September 30, 2014 and September 30, 2013, respectively. All such transactions are considered to be within the ordinary course of business. At September 30, 2014 and December 31, 2013, the Partnership had related party receivables of $10,466,449 and $9,484,523, respectively.

The Partnership has no employees and relies on the operator, Shell Pipeline, to provide personnel to perform daily operating and administrative duties on behalf of the Partnership. In accordance with the terms of the operating agreement, the operator has charged the Partnership for expenses incurred on behalf of the Partnership in amounts of $4,845,699 and $5,642,690 for the nine months ending September 30, 2014 and September 30, 2013, respectively which are included in “Operations and Maintenance” within the accompanying condensed Statements of Income. Payments made by Shell Pipeline related to the Olympus Project in 2014 and 2013 were $2,083,911 and $13,847,164 for the nine-month periods ended September 30, 2014 and 2013, respectively. With the completion of the Olympus project in 2013, the amounts paid by Shell Pipeline related to the Olympus project decreased significantly in 2014.

Substantially all expenses incurred by the Partnership are paid by Shell Pipeline on the Partnership’s behalf. At September 30, 2014 and December 31, 2013, the Partnership owed $504,720 and $3,590,097 respectively, to reimburse Shell Pipeline for these expenses. At September 30, 2014 and December 31, 2013, the Partnership had a receivable balance of $611,747 and $700,934, respectively, from Shell Pipeline, which includes advance payments made by the Partners to Shell Pipeline and owed to the Partnership for operating expenses.

The Partnership operates under a joint tariff, which the Partnership is responsible for billing and collecting cash on behalf of two interconnecting pipelines, the Amberjack Pipeline Company and URSA Oil Pipeline Company LLC, which are owned by related parties.

Employees who directly or indirectly support our operations participate in the pension, postretirement health and life insurance, and defined contribution benefit plans sponsored by Shell Oil, which includes other Shell Oil subsidiaries. Our share of pension and postretirement health and life insurance costs for the nine-month periods ended September 30, 2014 and September 30, 2013 was $225,606 and $249,600, respectively. Our share of defined contribution plan costs for the same periods was $59,600 and $93,900, respectively. Pension and defined contribution benefit plan expenses are included in “General and administrative costs and expenses” in the accompanying condensed Statements of Income.

The Partnership has several lease agreements with a related party for cavern space. For the nine-month periods ended September 30, 2014 and 2013, payments made to the related party for costs related to cavern operations and usage totaled $27,080,428 and $29,000,751 respectively and are included primarily in “Operations” within the accompanying condensed Statements of Income. At September 30, 2014 and December 31, 2013, the Partnership had a payable balance of $2,923,627 and $3,335,777 respectively.

 

10


Mars Oil Pipeline Company

(A general partnership)

Notes to Condensed Financial Statements (unaudited)

 

6. Commitments and Contingencies

In the ordinary course of business, the Partnership is subject to various laws and regulations, including regulations of the FERC. In the opinion of management, compliance with existing laws and regulations will not materially affect the financial position, results of operations, or cash flows of the Partnership. We are subject to several lease agreements which are accounted for as operating leases and the minimum lease payments over the next five years are disclosed in our annual financial statements.

 

7. Subsequent Events

In preparing the accompanying financial statements, we have reviewed events that have occurred after September 30 2014, up until July 16, 2015, the date the financial statements were issued.

On November 3, 2014, Shell Midstream Partners, L.P. (“SMP”) completed an initial public offering of 46,000,000 common units. In connection with this offering and pursuant to the Contribution, Assumption, and Assignment Agreement (“Contribution Agreement”), Shell Pipeline contributed 40% of its 71.5% interest in the Partnership to SMP, which resulted in SMP holding a 28.6% ownership interest in the Partnership. As a result of this contribution, Shell Pipeline owns a 42.9% interest in the Partnership. BP’s 28.5% ownership interest in the Partnership was unaffected by the Contribution Agreement. SMP and Shell Pipeline are considered one party in establishing voting rights in accordance with amendments to the Partnership Agreement.

 

11