Attached files

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EX-31.1 - EX-31.1 - InfraREIT, Inc.hifr-ex311_6.htm
EX-32.1 - EX-32.1 - InfraREIT, Inc.hifr-ex321_8.htm
EX-31.2 - EX-31.2 - InfraREIT, Inc.hifr-ex312_7.htm
EX-32.2 - EX-32.2 - InfraREIT, Inc.hifr-ex322_10.htm
EX-10.2 - EX-10.2 - InfraREIT, Inc.hifr-ex102_117.htm
EX-10.1 - EX-10.1 - InfraREIT, Inc.hifr-ex101_115.htm
EX-10.3 - EX-10.3 - InfraREIT, Inc.hifr-ex103_116.htm
10-Q - 10-Q - InfraREIT, Inc.hifr-10q_20150930.htm

 

Exhibit 99.1

 

 

 

 

 

 

 

 

SHARYLAND UTILITIES, L.P.

Financial Statements

September 30, 2015

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


SHARYLAND UTILITIES, L.P.

Balance Sheets

(In thousands)

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Property, Plant and Equipment - net

 

$

1,503,827

 

 

$

1,230,171

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

16,842

 

 

 

7,383

 

Accounts receivable, net

 

 

33,614

 

 

 

32,810

 

Due from affiliates

 

 

26,980

 

 

 

32,292

 

Prepayments and other current assets

 

 

1,081

 

 

 

1,695

 

Total current assets

 

 

78,517

 

 

 

74,180

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

1,100

 

 

 

1,100

 

Deferred Charges – Regulatory Assets, net

 

 

34,978

 

 

 

38,834

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

1,618,422

 

 

$

1,344,285

 

 

 

 

 

 

 

 

 

 

Partners' Capital and Liabilities

 

 

 

 

 

 

 

 

Partners' Capital

 

 

 

 

 

 

 

 

General partner

 

$

74

 

 

$

26

 

Limited partner

 

 

12,183

 

 

 

7,413

 

Total partners' capital

 

 

12,257

 

 

 

7,439

 

 

 

 

 

 

 

 

 

 

Long Term Financing Obligation

 

 

1,476,130

 

 

 

1,218,558

 

Regulatory Liabilities

 

 

3,610

 

 

 

3,505

 

OPEB and Other Liabilities

 

 

9,712

 

 

 

9,006

 

 

 

 

 

 

 

 

 

 

Total Capitalization

 

 

1,501,709

 

 

 

1,238,508

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

47,179

 

 

 

49,156

 

Short-term borrowing from affiliates

 

 

6,500

 

 

 

 

Current portion of financing obligation

 

 

36,535

 

 

 

32,480

 

Due to affiliates

 

 

25,279

 

 

 

21,999

 

Current state margin tax payable

 

 

1,220

 

 

 

2,142

 

Total current liabilities

 

 

116,713

 

 

 

105,777

 

 

 

 

 

 

 

 

 

 

Total Partners' Capital and Liabilities

 

$

1,618,422

 

 

$

1,344,285

 

 

See accompanying notes to the financial statements.


SHARYLAND UTILITIES, L.P.

Statements of Operations

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenues

 

$

66,023

 

 

$

65,558

 

 

$

190,137

 

 

$

227,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased power

 

 

 

 

 

 

 

 

 

 

 

58,123

 

Distribution expense

 

 

7,193

 

 

 

7,337

 

 

 

21,784

 

 

 

19,410

 

Transmission expense

 

 

6,872

 

 

 

8,276

 

 

 

19,583

 

 

 

12,050

 

General and administrative expense

 

 

8,801

 

 

 

8,214

 

 

 

29,722

 

 

 

26,423

 

Depreciation and amortization

 

 

8,078

 

 

 

6,893

 

 

 

23,321

 

 

 

21,513

 

Total operating expenses

 

 

30,944

 

 

 

30,720

 

 

 

94,410

 

 

 

137,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

 

35,079

 

 

 

34,838

 

 

 

95,727

 

 

 

90,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Expense - Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(31,170

)

 

 

(27,663

)

 

 

(90,805

)

 

 

(77,265

)

Other income

 

 

287

 

 

 

693

 

 

 

940

 

 

 

1,609

 

Total other expense - net

 

 

(30,883

)

 

 

(26,970

)

 

 

(89,865

)

 

 

(75,656

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Before Income Taxes

 

 

4,196

 

 

 

7,868

 

 

 

5,862

 

 

 

14,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

 

129

 

 

 

418

 

 

 

1,044

 

 

 

1,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

4,067

 

 

$

7,450

 

 

$

4,818

 

 

$

12,830

 

 

See accompanying notes to the financial statements.


SHARYLAND UTILITIES, L.P.

Statements of Partners’ Capital

Nine Months Ended September 30, 2015

(In thousands)

(Unaudited)

 

 

 

General

 

 

Limited

 

 

Total

 

 

 

Partner

 

 

Partner

 

 

Partners' Capital

 

Balance at December 31, 2014

 

$

26

 

 

$

7,413

 

 

$

7,439

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

48

 

 

 

4,770

 

 

 

4,818

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2015

 

$

74

 

 

$

12,183

 

 

$

12,257

 

 

See accompanying notes to the financial statements.


SHARYLAND UTILITIES, L.P.

Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2015

 

 

2014

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Net Income

 

$

4,818

 

 

$

12,830

 

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

 

 

 

 

 

 

 

 

Depreciation

 

 

21,145

 

 

 

21,203

 

Amortization of deferred costs

 

 

2,176

 

 

 

310

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Prepayments and other current assets

 

 

614

 

 

 

(136

)

Accounts receivable

 

 

(804

)

 

 

(4,083

)

Due from affiliates

 

 

5,312

 

 

 

15,729

 

Accounts payable, accrued liabilities and other

 

 

(1,271

)

 

 

(8,395

)

Purchased power payable

 

 

 

 

 

(8,241

)

Due to affiliates

 

 

3,280

 

 

 

4,661

 

State margin tax payable

 

 

(922

)

 

 

407

 

Deferred charges - regulatory assets and liabilities

 

 

1,785

 

 

 

(5,181

)

Net cash provided by operating activities

 

 

36,133

 

 

 

29,104

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Additions to general plant

 

 

(6,558

)

 

 

(2,993

)

Net cash used in investing activities

 

 

(6,558

)

 

 

(2,993

)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from short-term borrowing

 

 

5,000

 

 

 

5,000

 

Proceeds from short-term borrowing from affiliates

 

 

10,000

 

 

 

 

Repayments of short-term borrowing

 

 

(5,000

)

 

 

 

Repayments of short-term borrowing from affiliates

 

 

(3,500

)

 

 

 

Repayments of financing obligation

 

 

(26,616

)

 

 

(30,125

)

Net cash used in financing activities

 

 

(20,116

)

 

 

(25,125

)

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

9,459

 

 

 

986

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

7,383

 

 

 

8,379

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at end of period

 

$

16,842

 

 

$

9,365

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

88,348

 

 

$

72,075

 

 

 

 

 

 

 

 

 

 

Cash paid for margin taxes

 

$

1,966

 

 

$

1,143

 

 

 

 

 

 

 

 

 

 

Noncash financing obligations incurred

 

$

288,243

 

 

$

127,494

 

 

 

 

See accompanying notes to the financial statements.


SHARYLAND UTILITIES, L.P.

Notes to Financial Statements
September 30, 2015

(Unaudited)

 

(1)

Description of Business and Summary of Significant Accounting Policies 

 

(a)

Description of Business

Sharyland Utilities, L.P. (the Partnership or SULP) was organized as a Texas limited partnership on November 3, 1998, as an electrical distribution utility located in Hidalgo County, Texas. On May 8, 2015, SU FERC, L.L.C was merged with and into SULP.  

The Partnership currently serves over 50,000 electric delivery points in 29 counties throughout Texas. The Partnership’s customers are principally residential, commercial and irrigation customers located in the cities of Mission and McAllen, Texas, in the outlying areas of Hidalgo County in south Texas, in the Midland-Stanton area of west Texas, in the central Texas area around Brady, and in northeast Texas in Hunt, Collin and Fannin Counties. The Partnership is also engaged in the transmission of electricity throughout Texas. Those transmission activities include: a 138 Kilovolt (kV) looped system 305 miles in length through a 300 megawatt (MW) high-voltage direct current transmission interconnection between Texas and Mexico (Railroad DC Tie); and a 298 mile 345 kV transmission loop in the Texas Panhandle and South Plains near Amarillo, Texas.

On August 17, 2012, the Public Utility Commission of Texas (PUCT) approved the retail competition plan filed by the Partnership that transitioned its Stanton, Brady, and Celeste service territories to retail electric competition starting on May 1, 2014. The Partnership’s retail customers in these service territories previously did not have the option to purchase their power in the competitive retail electric markets. Their electric rates were regulated and set by the PUCT. In order to receive new “wires only” rates to serve these customers, the Partnership filed a rate case using 2012 “test year” data on May 31, 2013 under Docket No. 41474. During the year of 2013, the rate case was litigated, and a final settlement was reached and rates were approved by the PUCT at its meeting held on January 23, 2014. These new rates went into effect as each customer’s meter was read after May 1, 2014. In addition, to achieve this movement of customers, the Partnership constructed various interconnections with the Electric Reliability Council of Texas (ERCOT) System and disconnected from the Southwest Power Pool (SPP) System in December of 2013.

The Partnership leases all of its transmission and distribution assets from a related party, Sharyland Distribution & Transmission Services, L.L.C. (SDTS) and its subsidiary Sharyland Projects, L.L.C. (SPLLC), under Master Lease Agreements. See Note 2.  

The interim financial information presented in the  financial statements included in this report is unaudited and, in the opinion of management, includes all adjustments of a normal recurring nature necessary to present fairly the financial position as of September 30, 2015, the Statements of Operations for the three and nine month periods ended September 30, 2015 and 2014, the changes in the statement of Partners’ Capital for the nine months ended September 30, 2015 and Cash Flows for the nine months ended September 30, 2015 and 2014. The results of the interim periods shown in this report are not necessarily indicative of the final results to be expected for the full year. The financial statements were prepared in accordance with Generally Accepted Accounting Principles (GAAP). These financial statements and the accompanying notes should be read in conjunction with the Partnership’s audited financial statements for the year ended December 31, 2014.

 

(b)

Principles of Presentation

The Partnership maintains accounting records in accordance with the uniform system of accounts, as prescribed by the Federal Energy Regulatory Commission (FERC). The Partnership’s financial statements reflect the effects of the different rate making principles mandated by the FERC and PUCT regulating its operations.

Certain reclassifications have been made to prior periods’ financial statements for comparative purposes.  The Partnership changed its presentation in the Balance Sheet as of December 31, 2014 by offsetting its transmission cost of service (TCOS) charged from other utilities from accounts payable and accrued liabilities to accounts receivable, net to conform with current presentation. The Partnership also changed its presentation of the Statement of Operations for the three and nine months periods ended September 30, 2014 by combining tax reimbursements for contributions in aid of construction with other income.

 

 

(Continued)


2

SHARYLAND UTILITIES, L.P.

Notes to Financial Statements
(Unaudited)

 

 

(c)

Use of Estimates 

The preparation of the Partnership’s financial statements in accordance with Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

(Continued)


3

SHARYLAND UTILITIES, L.P.

Notes to Financial Statements
(Unaudited)

 

(2)

Master Lease Agreements 

The Partnership leases all of its Transmission and Distribution (T&D) assets from related parties, SDTS and its subsidiary, under Master Lease Agreements (MLA). Also under these same MLAs, SDTS is responsible for funding all prudently incurred electric plant capital expenditures deemed necessary to serve customers by the Partnership. In accordance with the lease agreements, the Partnership is responsible for the maintenance and the operation of the T&D assets and for the compliance with all regulatory requirements of the PUCT, the FERC, and any other regulatory entity with jurisdiction over the T&D assets. The lease agreements obligate the Partnership to pay all property-related expenses, including maintenance, repairs, taxes on equipment in service, insurance, and to comply with the terms of the secured credit facilities and secured-term loan, if any, affecting the leased assets.

The MLA, as amended, expires at various dates from December 31, 2015 through December 31, 2022. Each agreement includes annual base payments while all but one agreement includes additional payments based upon percentage of revenue earned by the Partnership, which decrease over the term of the MLA, on the leased assets in excess of specified thresholds. The rate used to calculate additional payments varies by lease and ranges from a high of 37% to a low of 23% over the term of the agreements. Fixed payments were approximately $32.5 million and $96.6 million for the three and nine month periods ended September 30, 2015, respectively. Fixed payments were approximately $28.6 million and $82.0 million for the three and nine month periods ended September 30, 2014, respectively.

The Partnership’s lease agreements include a rent validation after year end to true up lease payments for the difference between actual and estimated incremental capital expenditures placed in service. As a result of the rent validation, the Partnership made additional fixed payments of approximately $2.4 million on March 31, 2015 and the Partnership received approximately $2.5 million for over payments of variable payments associated with the year ended December 31, 2014.

The leases are subject to failed sale-leaseback accounting.  See Note 3.

The Partnership is also subject to certain restrictive covenants, including indebtedness limits, contained in the lease agreements. The Partnership was in compliance with all covenants as of September 30, 2015 and December 31, 2014.

(3)

Failed Sale Leaseback – Financing Obligation

The Partnership leases all of its T&D assets from related parties, SDTS and its subsidiary.  SDTS has legal title to the T&D assets. The Partnership, as a managing member of SDTS, has the exclusive power and authority on behalf of SDTS to manage, control, administer, and operate the T&D assets and business affairs of SDTS in accordance with the limited liability company agreement governing SDTS. These rights and obligations constitute continuing involvement, which results in failed sale-leaseback (financing) accounting. Under failed sale-leaseback accounting, the Partnership is deemed owner of the assets under all master lease agreements, including assets currently under construction. Consequently, the T&D assets, including assets currently under construction and corresponding financial obligations are included in the Partnership’s Balance Sheets. The leases are considered a failed sale-leaseback (financing) due to the Partnership’s continuing involvement in SDTS and due to the ongoing involvement in the construction of the T&D assets as defined by ASC Topic 840, Accounting for Leases.

Approximately $1.5 billion and $1.2 billion are included in long-term financing obligation liabilities related to the failed sale-leaseback (financing), as of September 30, 2015 and December 31, 2014, respectively. Approximately $36.5 million and $32.5 million of the failed sale-leaseback (financing) obligation are included in current liabilities as of September 30, 2015 and December 31, 2014, respectively.

Included in interest expense is interest on the failed sale-leaseback (financing). Interest expense on failed sale-leaseback (financing) was approximately $31.1 million and $90.5 million for the three and nine month periods ended September 30, 2015, respectively. Interest expense on failed sale-leaseback (financing) was approximately $27.6 million and $77.1 million for the three and nine month periods ended September 30, 2014, respectively. The fixed portion of the failed sale-leaseback interest expense was approximately $24.1 million and $71.1 million for the three and nine month periods ended September 30, 2015, respectively. The fixed portion of the failed sale-leaseback interest expense was approximately $19.3 million and $56.0 million for the three and nine month periods ended September 30, 2014, respectively. The variable portion of the failed sale-leaseback (financing) interest expense was approximately $7.0 million and $19.4 million for the three and nine month periods ended September 30, 2015, respectively. The variable portion of the failed sale-leaseback (financing) interest expense was approximately $8.3 million and $21.1 million for the three and nine month periods ended September 30, 2014, respectively.

(Continued)


4

SHARYLAND UTILITIES, L.P.

Notes to Financial Statements
(Unaudited)

 

As a result of the failed sale-leaseback (financing) transaction, the Partnership accounts for lease payments to the lessor as a reduction of its financing obligation. Payments on the long-term financing obligation for the three and nine month periods ended September 30, 2015 were approximately $9.0 million and $26.6 million, respectively. Payments on the long-term financing obligation for the three and nine month periods ended September 30, 2014 were approximately $8.9 million and $30.1 million, respectively.

Future payments of the financing obligation as of September 30, 2015 are as follows:

 

(In thousands)

 

Total

 

Year Ending December 31:

 

 

 

 

2015

 

$

7,423

 

2016

 

 

22,046

 

2017

 

 

16,709

 

2018

 

 

14,750

 

2019

 

 

13,081

 

Thereafter

 

 

1,168,583

 

Total financing obligation

 

 

1,242,592

 

Less current portion of financing obligation

 

 

(36,535

)

Leased system under construction obligation

 

 

246,280

 

Lease deferral (Note 5)

 

 

23,793

 

Long-term lease obligation

 

$

1,476,130

 

 

The Partnership recorded depreciation expense of approximately $6.7 million and $19.5 million for the three and nine month periods ended September 30, 2015, respectively, related to the assets accounted for in accordance with failed sale-leaseback. The Partnership recorded depreciation expense of approximately $6.1 million and $19.7 million for the three and nine month periods ended September 30, 2014, respectively, related to the assets accounted for in accordance with failed sale-leaseback.

(Continued)


5

SHARYLAND UTILITIES, L.P.

Notes to Financial Statements
(Unaudited)

 

(4)

Property, Plant and Equipment - net 

The major classes of property, plant and equipment at September 30, 2015 and December 31, 2014 are as follows:

 

 

 

September 30,

 

 

December 31,

 

(In thousands)

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

 

 

 

Leased system

 

$

1,460,015

 

 

$

1,300,411

 

General plant

 

 

27,440

 

 

 

24,756

 

 

 

 

1,487,455

 

 

 

1,325,167

 

 

 

 

 

 

 

 

 

 

Construction work in progress:

 

 

 

 

 

 

 

 

Leased system under construction

 

 

246,280

 

 

 

80,521

 

Leased system held for future use

 

 

 

 

 

37,118

 

General plant

 

 

3,847

 

 

 

229

 

 

 

 

250,127

 

 

 

117,868

 

 

 

 

 

 

 

 

 

 

Other

 

 

293

 

 

 

79

 

 

 

 

 

 

 

 

 

 

Total Property, plant and equipment

 

 

1,737,875

 

 

 

1,443,114

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation - Leased system

 

 

(218,613

)

 

 

(199,112

)

Accumulated depreciation - General plant

 

 

(15,435

)

 

 

(13,831

)

 

 

 

 

 

 

 

 

 

Property, Plant, and Equipment - net

 

$

1,503,827

 

 

$

1,230,171

 

 

See Note 3 in regards to leased system and leased system under construction.

General plant consists of a warehouse, furniture, fixtures, equipment, and vehicles.

(5)

Deferred Charges - Regulatory Assets - Liabilities

Deferred Charges – Regulatory Assets, Net

Regulatory assets represent probable future recovery of costs from customers through the regulatory ratemaking process.  The table below provides detail of other deferred charges that are included on the Partnership’s Balance Sheets as of September 30, 2015 and December 31, 2014.

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

Gross

 

 

 

 

 

 

Net

 

 

Gross

 

 

 

 

 

 

Net

 

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

(In thousands)

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred financing costs

 

$

1,069

 

 

$

(307

)

 

$

762

 

 

$

1,069

 

 

 

(267

)

 

$

802

 

Deferred costs recoverable in future years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inception operating costs

 

 

23,793

 

 

 

 

 

 

23,793

 

 

 

23,793

 

 

 

 

 

 

23,793

 

Rate case costs

 

 

5,371

 

 

 

(1,691

)

 

 

3,680

 

 

 

5,158

 

 

 

(111

)

 

 

5,047

 

Study costs

 

 

3,628

 

 

 

(839

)

 

 

2,789

 

 

 

3,587

 

 

 

(373

)

 

 

3,214

 

Under-recovered TCRF

 

 

117

 

 

 

 

 

 

117

 

 

 

3,172

 

 

 

 

 

 

3,172

 

Transition to competition

 

 

1,963

 

 

 

(170

)

 

 

1,793

 

 

 

1,934

 

 

 

(80

)

 

 

1,854

 

Postretirement benefit costs

 

 

784

 

 

 

 

 

 

784

 

 

 

784

 

 

 

 

 

 

784

 

Advanced metering costs

 

 

1,260

 

 

 

 

 

 

1,260

 

 

 

168

 

 

 

 

 

 

168

 

Net Deferred Charges - Regulatory Assets

 

$

37,985

 

 

$

(3,007

)

 

$

34,978

 

 

$

39,665

 

 

$

(831

)

 

$

38,834

 

(Continued)


6

SHARYLAND UTILITIES, L.P.

Notes to Financial Statements
(Unaudited)

 

 

The Partnership filed a rate case with the PUCT under Docket No. 41474 (2013 rate case) to adjust the retail delivery tariff for the Stanton, Brady, and Celeste customers. The application was based on a test year ended December 31, 2012, with an effective date of May 1, 2014. The final order was issued January 23, 2014. The final order of the 2013 rate case addressed recovery for costs associated with the transition to competition and certain study costs. Recovery of those costs began when the new tariff went into effect on May 1, 2014. In addition to those costs, the recovery of the 2013 rate case expenses went into effect on December 1, 2014 under a separate docket – PUCT Docket No. 41723.

The inception operating costs of approximately $23.8 million at September 30, 2015 and December 31, 2014 represent operating costs incurred from inception through December 31, 2007. The 2013 rate case settlement established that the Partnership may seek recovery in a future rate case, pursuant to the mechanism established in Docket Nos. 21591 and 27556, of the inception operating costs plus related return on rate base. If the Partnership is successful in recovery of such costs in future rates, provisions of the master lease agreement with SDTS will be adjusted to compensate SDTS for cost recovery. Consequently, the Partnership has recorded a corresponding liability in financing obligation.

Regulatory Liabilities

Regulatory liabilities represent probable future refunds associated with the over-recovery of costs from customers through the regulatory ratemaking process. As of September 30, 2015 and December 31, 2014, approximately $3.6 million and $3.5 million, respectively, are included in regulatory liabilities on the Partnership’s Balance Sheets. The following table provides a detail of the regulatory liabilities.

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

 

Carrying

 

 

Carrying

 

(In thousands)

 

Amount

 

 

Amount

 

Power cost recovery factor (Note 9)

 

$

1,162

 

 

$

1,830

 

Energy efficiency cost recovery factor

 

 

826

 

 

 

1,307

 

Postretirement benefits collections

 

 

1,622

 

 

 

368

 

Regulatory liabilities

 

$

3,610

 

 

$

3,505

 

(6)

Related-Party Transactions

The Partnership made payments associated with the lease of the T&D assets to SDTS of approximately $38.4 million and $114.9 million during the three and nine month periods ended September 30, 2015, respectively. The Partnership made payments associated with the lease of the T&D assets to SDTS of approximately $36.0 million and $102.3 million during the three and nine month periods ended September 30, 2014, respectively.

The Partnership received payments throughout the period related to the acquisition of gross property plant and equipment related to its existing asset build out on the T&D assets from SDTS of approximately $49.3 million and $168.4 million for the three and nine month periods ended September 30, 2015, respectively. The Partnership received payments throughout the period related to the acquisition of gross property plant and equipment related to its existing asset build out on the T&D assets from SDTS of approximately $55.0 million and $144.1 million for the three and nine month periods ended September 30, 2014, respectively. These costs are included on the Partnership’s Balance Sheet under Property, Plant and Equipment - net as leased system.

The Partnership received payments of approximately $670,000 and $2.6 million during the three and nine month periods ended September 30, 2015, respectively, for contracted services, direct labor, materials and supervision associated with the construction of the 345 kV transmission loop project in the panhandle of Texas and interconnections from SPLLC. The Partnership received payments of approximately $2.3 million and $3.6 million during the three and nine month periods ended September 30, 2014, respectively, for contracted services, direct labor, materials and supervision associated with the construction of the 345 kV transmission loop project in the panhandle of Texas and interconnections from SPLLC. These costs for this project are included on the Partnership’s Balance Sheet under Property, Plant and Equipment - net as leased system.

(Continued)


7

SHARYLAND UTILITIES, L.P.

Notes to Financial Statements
(Unaudited)

 

The Partnership received payments of approximately $8.9 million during the nine month period ended September 30, 2015,  for contracted services, direct labor, materials and supervision associated with the Golden Spread interconnection into the 345 kV transmission loop in the panhandle of Texas from GS Project Entity, LLC. The Partnership did not receive payments during the three and nine month periods ended September 30, 2014 from GS Project Entity, LLC associated with the this interconnection. The costs for this project are included on the Partnership’s Balance Sheet under Property, Plant and Equipment - net as leased system under construction.

The Partnership received payments of approximately $253,000 during the nine month period ended September 30, 2015, respectively, for contracted services, direct labor, materials and supervision associated with the interconnection into the 345 kV transmission line in South Texas near the Mexican border from Cross Valley Project Entity, LLC. The Partnership did not receive payments during the three and nine month periods ended September 30, 2014 from Cross Valley Project Entity, LLC associated with this interconnection. The costs for this project are included on the Partnership’s Balance Sheet under Property, Plant and Equipment - net as leased system under construction.

On February 12, 2015, the Partnership received a subordinated and unsecured loan of $10.0 million from Loyal Trust No. 1, a related party. The note accrues interest at the greater of the three month London Inter-Bank Offered Rate (LIBOR) plus one hundred fifteen basis points as adjusted or at the floating JP Morgan Chase Prime Rate with all interest compounded semiannually. The note matures on February 12, 2016. As of September 30, 2015, the Partnership had $6.5 million outstanding on the subordinated note. The interest expense and fees on the subordinated note were approximately $53,000 and $148,000 for the three and nine month periods ended September 30, 2015, respectively. Accrued interest, included in due to affiliates on the Partnership’s Balance Sheet, was approximately $53,000 as of September 30, 2015.

An affiliate of the Partnership provides services to the Partnership at contractually agreed upon rates per hour and set amounts for infrastructure support. Charges for such services included in general and administrative expense in the accompanying Statements of Operations amounted to approximately $572,000 and $2.6 million for the three and nine month periods ended September 30, 2015, respectively. Charges for such services included in general and administrative expense in the accompanying Statements of Operations amounted to approximately $824,000 and $2.3 million for the three and nine month periods ended September 30, 2014, respectively. Accrued fees included in due to affiliates on the Partnership’s Balance Sheets related to these charges were approximately $1.2 million and $303,000 as of September 30, 2015 and December 31, 2014, respectively.

(7)

Allocation of Partners’ Capital

Revenues, income, gains, losses, expenditures, deductions, credits and distributions, as defined in the partnership agreement, are allocated 1 percent to the general partner and 99 percent to the limited partner.

(8)

Credit Facility

On May 15, 2014, the Partnership entered into an unsecured revolving credit facility of $5.0 million with Amegy Bank. The credit facility accrues interest on the outstanding balance at the Prime Rate. At December 31, 2014, Prime Rate was at 3.25%. In addition to the interest on the outstanding balance, interest accrues at 0.35% for the unused portion of the credit facility. The revolving credit facility expires on May 15, 2017.

As of September 30, 2015 and December 31, 2014, the Partnership had no amount outstanding on the revolving facility. The interest expense and fees for the revolving credit facility were approximately $32,000 and $106,000 for the three and nine month periods ended September 30, 2015, respectively. The interest expense and fees for the revolving credit facility were approximately $17,000 and $40,000 for the three and nine month periods ended September 30, 2014, respectively.

The agreement requires maintenance of certain financial ratios and imposes certain restricted covenants. The Partnership was in compliance with all covenants as of September 30, 2015 and December 31, 2014.

(9)

Purchased Power

From January 1, 2014 to May 1, 2014, the day before the move to competition, the Partnership purchased all of its electric power pursuant to long-term wholesale electric power contracts with Lower Colorado River Authority (LCRA), and Garland Power and Light (Garland). As discussed in Note 1, after the move to competition the Partnership no longer purchases power for the end use customer. Power is procured by the retail electric provider (REP) selected by the end use customer.

(Continued)


8

SHARYLAND UTILITIES, L.P.

Notes to Financial Statements
(Unaudited)

 

The contracts for power covered kWh usage, kW demand levels, transmission, scheduling and ancillary services, and energy and fuel costs. The Partnership’s purchased power costs fluctuated primarily with the price of the fuel and usage. All costs associated with the purchased power were passed through to the end use customer. After the move to competition, revenue does not reflect the cost of purchased power being passed through to the end use customer, therefore the cost of purchase power is not included as a component on the Partnership’s Statement of Operations.

The Garland contract and the LCRA contract were terminated on May 31, 2014 upon moving to competition.

After the move to competition and a reconciliation of revenue received with costs incurred related to purchase power, an over-recovery balance of approximately $1.2 million and $1.8 million is included in regulatory liabilities in the Partnership’s Balance Sheet as of September 30, 2015 and December 31, 2014, respectively.

(10)

Transmission Cost of Service

All Transmission Service Providers (TSPs) within Electric Reliability Council of Texas (ERCOT) provide open access transmission service and the costs are ultimately passed through to end-use customers. The PUCT regulates the transmission rates that are charged by the ERCOT TSPs. The Partnership is billed based on the Partnership’s pro rata share, during the prior year, of the average of ERCOT coincident peak demand for the months of June, July, August, and September (ERCOT 4CP), excluding the portion of coincident peak demand attributable to wholesale storage load. Each TSP files a tariff for transmission service to establish its rates, calculated as the TSP’s commission-approved transmission cost of service, or revenue requirement, divided by the aggregate ERCOT 4CP during the prior year. Therefore, the monthly transmission service charge to be paid by the Partnership is the product of each TSP’s monthly rate as specified in its tariff and the Partnership’s previous year’s share of the aggregate ERCOT 4CP.

Taking power over the ERCOT network requires the Partnership to pay fees regulated by the PUCT. The annual charges to use the ERCOT transmission network cover the period from January 1 through December 31 of each year. Because the use of the network is governed by ERCOT and falls under the jurisdiction of the PUCT, a contract is not required with each ERCOT TSP.

(11) Postretirement Benefits

The Partnership provides continued major medical and dental coverage to retired employees and their dependents meeting certain eligibility requirements. The Partnership’s postretirement health care benefit plan provides prescription drug coverage. The Medicare Prescription Drug Improvement and Modernization Act of 2003 includes a federal subsidy for plans that offer prescription drug benefits that are actuarially equivalent to Medicare Part D. The Partnership and the actuarial advisors have determined that the prescription drug coverage provided by the Partnership’s postretirement health care benefit plan is actuarially equivalent to Medicare Part D, and accordingly, the subsidy provides some relief for ongoing retiree prescription costs. The Partnership is required to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability on its balance sheet. Financial Accounting Standards Board (FASB) guidance requires an entity to include items that have not yet been recognized as net periodic postretirement benefit cost as a component of accumulated other comprehensive income. However, for a regulated utility this cost is allowed to be recorded as a regulatory asset if: (i) the utility has historically recovered and currently recovers postretirement benefit plan expenses in its electric rates; and (ii) there is no negative evidence that the existing regulatory treatment will change. The Partnership has recorded the unrecognized components of net periodic postretirement benefit cost as a regulatory asset as these expenses are probable of future recovery.

 

 

(Continued)


9

SHARYLAND UTILITIES, L.P.

(Unaudited)

(12)

Commitments and Contingencies

Leases

The Partnership has various obligations under operating leases pertaining to equipment, facilities and office space. Charges for the operating leases included in general and administrative expense in the accompanying Statements of Operations amounted to approximately $90,000 and $285,000 for the three and nine month periods ended September 30, 2015, respectively. Charges for the operating leases included in general and administrative expense in the accompanying Statements of Operations amounted to approximately $109,000 and $453,000 for the three and nine month periods ended September 30, 2014, respectively. The following is a schedule of future minimum lease payments required under operating leases with a term of greater than twelve months at inception as of September 30, 2015:

 

(In thousands)

 

 

 

 

Year Ending December 31:

 

 

 

 

2015 - Q4

 

$

98

 

2016

 

 

322

 

2017

 

 

92

 

2018

 

 

46

 

2019

 

 

1

 

 

 

$

559

 

 

Regulatory proceedings

The Partnership is involved in various legal and regulatory proceedings. While management is unable to predict the outcome of these proceedings, management does not believe that the ultimate resolution will have a materially adverse effect on the Partnership’s results of operation, cash flows or financial position.

As mandated in the final order for the 2013 rate case, the Partnership has agreed to file its next rate case on or before July 1, 2016.

(13)

Subsequent Events

The Partnership has evaluated subsequent events from the Balance Sheet date through October 30, 2015, the date at which the Financial Statements were made available to be issued, and determined there are no other items to disclose.