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EX-32.2 - EX-32.2 - InfraREIT, Inc.hifr-ex322_8.htm
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EX-31.2 - EX-31.2 - InfraREIT, Inc.hifr-ex312_10.htm
EX-31.1 - EX-31.1 - InfraREIT, Inc.hifr-ex311_11.htm
10-Q - HIFR-Q1-20170331 - InfraREIT, Inc.hifr-10q_20170331.htm

 

Exhibit 99.1

 

SHARYLAND UTILITIES, L.P.

Consolidated Financial Statements
March 31, 2017
(Unaudited)

 

 

 

 


SHARYLAND UTILITIES, L.P.

 

Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

Assets

 

2017

 

 

2016

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,499

 

 

$

12,263

 

Accounts receivable, net

 

 

45,251

 

 

 

40,744

 

Due from affiliates

 

 

15,119

 

 

 

21,701

 

Inventory

 

 

1,844

 

 

 

1,380

 

Prepayments and other current assets

 

 

3,434

 

 

 

3,475

 

Total current assets

 

 

78,147

 

 

 

79,563

 

Property, Plant and Equipment - net

 

 

1,874,691

 

 

 

1,847,746

 

Goodwill

 

 

1,100

 

 

 

1,100

 

Deferred Charges – Regulatory Assets, net

 

 

42,421

 

 

 

41,807

 

Total Assets

 

$

1,996,359

 

 

$

1,970,216

 

Liabilities and Partners’ Capital

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

30,017

 

 

$

46,174

 

Short-term borrowing from affiliates

 

 

6,000

 

 

 

 

Revolving line of credit

 

 

5,000

 

 

 

 

Current portion of long-term debt

 

 

3,493

 

 

 

3,493

 

Current portion of financing obligation

 

 

35,907

 

 

 

39,028

 

Due to affiliates

 

 

27,740

 

 

 

28,674

 

State margin tax payable

 

 

2,182

 

 

 

1,756

 

Total current liabilities

 

 

110,339

 

 

 

119,125

 

Long-Term Financing Obligation

 

 

1,585,933

 

 

 

1,555,797

 

Long-Term Debt

 

 

157,961

 

 

 

158,834

 

Regulatory Liabilities

 

 

8,183

 

 

 

6,907

 

OPEB and Other Liabilities

 

 

6,131

 

 

 

6,348

 

Total Liabilities

 

 

1,868,547

 

 

 

1,847,011

 

Commitments and Contingencies

 

 

 

 

 

 

Partners’ Capital

 

 

 

 

 

 

 

 

General partner

 

 

1,228

 

 

 

1,181

 

Limited partner

 

 

126,584

 

 

 

122,024

 

Total partners’ capital

 

 

127,812

 

 

 

123,205

 

Total  Liabilities and Partners’ Capital

 

$

1,996,359

 

 

$

1,970,216

 

 

See accompanying notes to the consolidated financial statements.


SHARYLAND UTILITIES, L.P.

 

Consolidated Statements of Operations

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

(as adjusted)

 

Revenues

 

$

80,538

 

 

$

67,963

 

Operating Expenses

 

 

 

 

 

 

 

 

Distribution expense

 

 

6,420

 

 

 

5,591

 

Transmission expense

 

 

7,970

 

 

 

7,490

 

Administrative and general expense

 

 

12,776

 

 

 

10,576

 

Depreciation and amortization

 

 

11,232

 

 

 

9,668

 

Total operating expenses

 

 

38,398

 

 

 

33,325

 

Operating Income

 

 

42,140

 

 

 

34,638

 

Other Expense - net

 

 

 

 

 

 

 

 

Interest expense - net

 

 

(37,193

)

 

 

(32,247

)

Other income - net

 

 

13

 

 

 

1,564

 

Tax reimbursements for contributions in aid of construction

 

 

73

 

 

 

164

 

Total other expense - net

 

 

(37,107

)

 

 

(30,519

)

Net Income Before Income Taxes

 

 

5,033

 

 

 

4,119

 

Income Tax Expense

 

 

426

 

 

 

357

 

Net Income

 

$

4,607

 

 

$

3,762

 

 

See accompanying notes to the consolidated financial statements.


SHARYLAND UTILITIES, L.P.

 

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

(as adjusted)

 

Net Income

 

$

4,607

 

 

$

3,762

 

Change in fair value of cash flow hedging instruments

 

 

 

 

 

(67

)

Comprehensive Net Income

 

$

4,607

 

 

$

3,695

 

 

See accompanying notes to the consolidated financial statements.


SHARYLAND UTILITIES, L.P.

 

Consolidated Statements of Partners’ Capital

Three Months Ended March 31, 2017

(In thousands)

(Unaudited)

 

 

 

General

Partner

 

 

Limited

Partner

 

 

Total

Partners’

Capital

 

Balance at December 31, 2016

 

$

1,181

 

 

$

122,024

 

 

$

123,205

 

Net income

 

 

47

 

 

 

4,560

 

 

 

4,607

 

Balance at March 31, 2017

 

$

1,228

 

 

$

126,584

 

 

$

127,812

 

 

See accompanying notes to the consolidated financial statements.


SHARYLAND UTILITIES, L.P.

 

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

(as adjusted)

 

Cash flows from Operating Activities

 

 

 

 

 

 

 

 

Net income

 

$

4,607

 

 

$

3,762

 

Adjustments to reconcile net income to net cash provided by

   operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

10,534

 

 

 

9,481

 

Amortization of deferred costs

 

 

1,000

 

 

 

488

 

Allowance for funds used during construction - equity

 

 

 

 

 

(1,563

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(4,507

)

 

 

698

 

Due from affiliates

 

 

6,582

 

 

 

15,590

 

Inventory

 

 

(464

)

 

 

(370

)

Prepayments and other current assets

 

 

36

 

 

 

(1,257

)

Deferred charges - regulatory assets and liabilities

 

 

600

 

 

 

198

 

Accounts payable, accrued liabilities and other

 

 

(17,724

)

 

 

(18,969

)

Due to affiliates

 

 

737

 

 

 

(888

)

State margin tax payable

 

 

426

 

 

 

358

 

Net cash provided by operating activities

 

 

1,827

 

 

 

7,528

 

Cash flows from Investing Activities

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(1,943

)

 

 

(23,111

)

Net cash used in investing activities

 

 

(1,943

)

 

 

(23,111

)

Cash flows from Financing Activities

 

 

 

 

 

 

 

 

Partners' contributions

 

 

 

 

 

9,658

 

Proceeds from short-term borrowing

 

 

5,000

 

 

 

5,000

 

Proceeds from short-term borrowing from affiliates

 

 

10,000

 

 

 

4,000

 

Repayments of short-term borrowing

 

 

 

 

 

(5,000

)

Repayments of short-term borrowing to affiliates

 

 

(4,000

)

 

 

(4,000

)

Repayments of long-term debt

 

 

(873

)

 

 

(8,000

)

Repayments of financing obligation

 

 

(9,775

)

 

 

(9,036

)

Net cash provided by (used in) financing activities

 

 

352

 

 

 

(7,378

)

Net increase (decrease) in cash and cash equivalents

 

 

236

 

 

 

(22,961

)

Cash and cash equivalents at beginning of year

 

 

12,263

 

 

 

35,737

 

Cash and cash equivalents at end of year

 

$

12,499

 

 

$

12,776

 

 

 

 

See accompanying notes to the consolidated financial statements.


SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

March 31,2017

(Unaudited)

 

(1)

Description of Business and Summary of Significant Accounting Policies

 

(a)

Description of Business

Sharyland Utilities, L.P. (the Partnership or SULP) is a partnership engaged in providing regulated electric transmission and distribution delivery services to retail electric providers (REPs) serving over 54,000 electric delivery points in 29 counties in approximately 35,800 circuit miles of overhead and 4,700 circuit miles of underground distribution lines 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 of approximately 323 circuit miles in length near Stanton; approximately 45 circuit miles of 345 kV transmission line located near Stanton; a 138 kV direct current transmission interconnection between Texas and Mexico (Railroad DC Tie); approximately 16 circuit miles of 138 kV transmission line located in the cities of Mission and McAllen; approximately 430 circuit miles of 345 kV transmission loop in the Texas Panhandle and South Plains near Amarillo, Texas; 55 circuit miles 345 kV transmission line between Golden Spread Electric Co-op and the White River Station in the Texas Panhandle; and approximately 48 circuit miles of 345 kV transmission line from the eastern half of the North Edinburg substation to the Palmito substation in the southern region of Texas near Brownsville.

The Partnership was organized as a Texas limited partnership on November 3, 1998, as an electrical distribution utility located in Hidalgo County, Texas. On March 24, 2016, the Partnership transferred its ownership on SU FERC, L.L.C., a subsidiary of the Partnership, to its General Partner.

On March 18, 2016, Hunt Power, L.P. (HP), an affiliate of the Partnership, contributed GS Project Entity, L.L.C. (GSPE) to the partners of the Partnership (Partners). The Partners contributed the interest in GSPE to the Partnership. GSPE became a wholly owned subsidiary of the Partnership. On May 6, 2016, HP also contributed CV Project Entity, L.L.C. (CVPE) to the Partners. The Partners contributed the interest in CVPE to the Partnership. CVPE became a wholly owned subsidiary of the Partnership. See Note 2.

The Partnership leases most of its transmission and distribution assets from a related party, Sharyland Distribution & Transmission Services, L.L.C. (SDTS) under Master Lease Agreements. See Note 3.

 

(b)

Principles of Consolidation and Presentation

All significant intercompany balances and transactions have been eliminated. 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 consolidated financial statements reflect the effects of the different rate making principles mandated by the FERC and PUCT regulating its operations.The Partnership accounted for the contributions of GSPE and CVPE as common control transactions whereby the net assets acquired are combined with the Partnership at their carrying value. Prior period Consolidated Statement of Operations and Consolidated Statement of Cash Flows, have been recast in accordance with ASC Topic 805, Business Combinations. See Note 2.

 

(c)

Use of Estimates

The preparation of the Partnership’s consolidated financial statements in accordance with accounting principles generally accepted in the United States (GAAP) require management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

(Continued)


2

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

 

(d)

Recently Issued Accounting Pronouncements

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments. The objective of ASU 2016-15 is to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for periods beginning after December 15, 2017 with early adoption permitted. The new standard requires a modified retrospective transition approach for all periods presented, unless deemed impracticable, in which case, prospective application is permitted. The Partnership is currently evaluating the new guidance and has not determined the impact this standard may have on our cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 amended the existing accounting standard for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for periods beginning after December 15, 2018 with early adoption permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Partnership is currently evaluating the new guidance and has not determined the impact this standard may have on its financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the expected consideration for theses goods and services. The guidance supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. ASU 2014-09 is effective for periods beginning after December 15, 2017. The Partnership is currently evaluating the new guidance and has not determined the impact this standard may have on its financial position, results of operations or cash flows.

(2)

Acquisition

On March 18, 2016, Hunt Power, L.P. (HP), an affiliate of the Partnership, contributed all of its ownership interest in GS Project Entity, L.L.C. (GSPE) to the Partners. The Partners contributed their interests in GSPE to the Partnership. GSPE became a wholly owned subsidiary of the Partnership. The Partnership accounted for the contributions of GSPE as common control transactions whereby the net assets acquired are combined with the Partnership at their carrying value. GSPE was formed on January 6, 2015 for the purpose of financing and owning the Golden Spread 345 kV-Transmission Line Project (GS Project). The approximately 55 circuit miles transmission line connects Golden Spread Electric Co-op (GSEC) gas-fired generation facilities to the White River Station in the Texas Panhandle which is owned by SDTS.

On May 6, 2016, HP also contributed all of its ownership interest in CV Project Entity, L.L.C. (CVPE) to the Partners. The Partners contributed their interests in CVPE to the Partnership. CVPE became a wholly owned subsidiary of the Partnership. The Partnership accounted for the contributions of CVPE as common control transactions whereby the net assets acquired are combined with the Partnership at their carrying value. As a result of this common control transaction, net income of $1.4 million was included in the Partnership’s Consolidated Statement of Operations for the three months ended March 31, 2016. CVPE was formed on November 14, 2014 for the purpose of financing and owning the Cross Valley 345 kV-Transmission Line Project (CV Project). The approximately 48 circuit miles of transmission line connects the eastern half of the North Edinburg substation owned by American Electric Power (AEP) to the Palmito Station in the Texas Panhandle which is owned by SDTS. The Partnership’s financial statements have been adjusted to reflect CVPE’s activities from the formation date. The CV Project was acquired by CVPE on January 15, 2015.

(Continued)


3

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

(3)

Leases

The Partnership leases most of its Transmission and all of its Distribution (T&D) assets from SDTS, a related party, under five Master Lease Agreements (MLA). See Note 16, Regulatory Proceedings. 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 MLAs, the Partnership is responsible for the maintenance and the operation of the T&D assets and for compliance with all regulatory requirements of the PUCT, the FERC, and any other regulatory entity with jurisdiction over the T&D assets. The MLAs 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 MLAs are subject to failed sale-leaseback accounting. See Note 4.

The MLAs, as amended, expire at various dates from December 31, 2017 through December 31, 2022. Each agreement includes annual base payments while all but one agreement includes additional payments, based on an agreed upon percentage of revenue earned by the Partnership, as defined in the MLAs, in excess of annual specified breakpoints. 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.

The Partnership made fixed lease payments during the periods presented as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands)

 

2017

 

 

2016

 

Fixed Lease Payments

 

$

40,581

 

 

$

36,747

 

 

The Partnership’s MLAs 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 $334,000 and $858,000 on March 22, 2017 and April 12, 2016, respectively, associated with the years ended December 31, 2016 and 2015, respectively.

The Partnership is also subject to certain restrictive covenants, including indebtedness limits, contained in the MLAs. The Partnership was in compliance with all such covenants as of March 31, 2017 and December 31, 2016.

Future minimum lease payments in accordance with these MLAs are as follows:

 

(In thousands)

 

Total

 

Year Ending December 31:

 

 

 

 

2017

 

$

122,477

 

2018

 

 

86,094

 

2019

 

 

84,163

 

2020

 

 

70,552

 

2021

 

 

8,528

 

Thereafter

 

 

4,414

 

Total future minimum lease payments

 

$

376,228

 

 

(4)

Failed Sale-Leaseback – Financing Obligation

The Partnership leases most of its T&D assets from SDTS, a related party. SDTS has legal title to such T&D assets under lease. 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 MLAs, including assets

(Continued)


4

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

currently under construction. Consequently, the T&D assets, including assets currently under construction and corresponding financial obligations are included in the Partnership’s Consolidated 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 $1.6 billion are included in long-term financing obligation liabilities related to the failed sale-leaseback (financing), as of March 31, 2017 and December 31, 2016. Approximately $35.9 million and $39.0 million of the failed sale-leaseback (financing) obligation are included in current liabilities as of March 31, 2017 and December 31, 2016, respectively.

The Partnership recorded interest on failed sale-leaseback (financing) in interest expense, net as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands)

 

2017

 

 

2016

 

Failed sale-lease back interest expense

 

 

 

 

 

 

 

 

Fixed portion of failed-leaseback interest

 

$

29,574

 

 

$

26,303

 

Variable portion of failed-leaseback

   interest

 

 

6,128

 

 

 

6,502

 

Failed sale-lease back interest expense

 

$

35,702

 

 

$

32,805

 

 

As a result of the failed sale-leaseback (financing) transaction, the Partnership accounted for lease payments to the lessor as a reduction of its financing obligation. Payments made on the long-term financing obligation were as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands)

 

2017

 

 

2016

 

Payments on long-term financing obligation

 

$

9,775

 

 

$

9,036

 

 

Future payments of the financing obligation as of March 31, 2017 are as follows:

 

(In thousands)

 

Total

 

Year Ending December 31:

 

 

 

 

2017

 

$

30,137

 

2018

 

 

19,563

 

2019

 

 

14,076

 

2020

 

 

8,837

 

2021

 

 

3,731

 

Thereafter

 

 

1,417,321

 

Total financing obligation

 

 

1,493,665

 

Less: current portion of financing obligation

 

 

(35,907

)

Leased system under construction obligation

 

 

104,382

 

Lease deferral (Note 7)

 

 

23,793

 

Long-term lease obligation

 

$

1,585,933

 

 

The Partnership recorded depreciation expense related to the assets accounted for in accordance with failed sale-leaseback as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands)

 

2017

 

 

2016

 

Failed sale-lease back depreciation expense

 

$

8,628

 

 

$

7,472

 

 

(Continued)


5

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

(5)

Prepaids and Other Current Assets

Prepaids and other current assets at March 31, 2017 and December 31, 2016 are as follows:

 

 

 

March 31,

 

 

December 31,

 

(In thousands)

 

2017

 

 

2016

 

Field service agent for right of way acquisition

 

$

1,711

 

 

$

1,600

 

Other

 

 

1,723

 

 

 

1,875

 

Total prepaids and other current assets

 

$

3,434

 

 

$

3,475

 

 

(6)

Property, Plant and Equipment - net

The major classes of property, plant and equipment at March 31, 2017 and December 31, 2016 are as follows:

 

(In thousands)

 

2017

 

 

2016

 

Property, plant and equipment

 

 

 

 

 

 

 

 

Leased system

 

$

1,760,190

 

 

$

1,724,090

 

Transmission plant

 

 

262,347

 

 

 

262,279

 

General plant

 

 

33,834

 

 

 

33,878

 

 

 

 

2,056,371

 

 

 

2,020,247

 

Construction Work in Progress:

 

 

 

 

 

 

 

 

Leased system under construction

 

 

104,382

 

 

 

103,695

 

General plant under construction

 

 

1,710

 

 

 

1,568

 

 

 

 

106,092

 

 

 

105,263

 

Other

 

 

293

 

 

 

293

 

Total Property, plant and equipment

 

 

2,162,756

 

 

 

2,125,803

 

Accumulated Depreciation - Leased system

 

 

(266,176

)

 

 

(257,548

)

Accumulated Depreciation – Transmission

   plant

 

 

(2,833

)

 

 

(2,021

)

Accumulated Depreciation - General plant

 

 

(19,056

)

 

 

(18,488

)

Property, Plant, and Equipment - net

 

$

1,874,691

 

 

$

1,847,746

 

 

See Note 2 in regards to the acquisition of transmission plant.

See Note 4 in regards to leased system and leased system under construction.

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

(7)

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 deferred charges that are included on the Partnership’s Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016.

(Continued)


6

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Net deferred costs recoverable in future years as of March 31, 2017 and December 31, 2016 are as follows:

 

 

 

 

 

March 31, 2017

 

 

December 31, 2016

 

 

 

Amortization

 

Gross

 

 

 

 

 

 

Net

 

 

Gross

 

 

 

 

 

 

Net

 

 

 

Period

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

(In thousands)

 

Ends

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

Deferred costs recoverable in

   future years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred financing costs

 

(a)

 

$

5,763

 

 

 

(2,599

)

 

$

3,164

 

 

$

5,767

 

 

$

(2,298

)

 

$

3,469

 

Inception operating costs

 

(a)

 

 

23,793

 

 

 

 

 

 

23,793

 

 

 

23,793

 

 

 

 

 

 

23,793

 

Rate case costs

 

(b)

 

 

12,199

 

 

 

(4,810

)

 

 

7,389

 

 

 

10,461

 

 

 

(4,263

)

 

 

6,198

 

Transmission cost recovery factor

 

(c)

 

 

2,359

 

 

 

 

 

 

2,359

 

 

 

2,603

 

 

 

 

 

 

2,603

 

Study costs

 

(d)

 

 

3,629

 

 

 

(1,737

)

 

 

1,892

 

 

 

3,629

 

 

 

(1,619

)

 

 

2,010

 

Transition to competition

 

(e)

 

 

2,289

 

 

 

(350

)

 

 

1,939

 

 

 

2,289

 

 

 

(320

)

 

 

1,969

 

Advanced metering costs

 

(f)

 

 

1,758

 

 

 

 

 

 

1,758

 

 

 

1,755

 

 

 

 

 

 

1,755

 

Energy efficiency cost

   recovery factor

 

(g)

 

 

127

 

 

 

 

 

 

127

 

 

 

10

 

 

 

 

 

 

10

 

Net Deferred Charges -

   Regulatory Assets

 

 

 

$

51,917

 

 

$

(9,496

)

 

$

42,421

 

 

$

50,307

 

 

$

(8,500

)

 

$

41,807

 

 

(a)

Amortization period is anticipated to be established in a future rate case.

(b)

$5.0 million is recovered through November 2017, $7.2 million recovery period is anticipated to be established in the December Filing.  

(c)

This item is recovered or credited through a recovery factor that is set semi-annually.

(d)

$2.0 million is recovered thorugh December 2017, $0.3 million is recovered through April 2019 and $1.3 million recovery period    is anticipated to be established in the December Filing.

(e)

$0.6 million recovered through April 2019, $1.7 million recovery period is anticipated to be established in the December Filing.    

(f)

Recovery period is anticipated to be established in a future rate case.

(g)

This item is recovered through recovery mechanisms establised by tariff.

Deferred financing costs included in net deferred charges – regulatory assets consist of debt issuance costs incurred in connection with the construction credit agreements associated with GSPE and CVPE. These assets are classified as regulatory assets and amortized over the length of the related loan. These costs will be included in the costs to be recovered in connection with a future rate case.

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 was proposed under a separate docket – PUCT Docket No. 41723.

The 2013 rate case order required the Partnership to file a rate case on or before July 1, 2016. In Docket No. 45414, the PUCT ordered the Partnership to file a Rate Filing Package (RFP) by April 30, 2016. The Partnership filed the RFP to adjust the retail delivery tariff for all customers under Docket No. 45414 on April 29, 2016 (April Filing). The application was based on the test year ended December 31, 2015. All rate case costs incurred for Docket No. 45414 are included in the regulatory assets.

On October 10,, 2016, the PUCT issued its preliminary order in the April Filing. The preliminary order required the Partnership and SDTS to amend the current application to include separate RFPs for the Partnership and SDTS. Also, the preliminary order required the Partnership and SDTS to make its amended filing no later than January 1, 2017. On December 30, 2016, the Partnership and SDTS filed an amended application with separate RFPs (December Filing) based on the same test year as the April Filing.

(Continued)


7

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

The inception operating costs of approximately $23.8 million at March 31, 2017 and December 31, 2016 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. The right to benefit from the inception operating costs was transferred to SDTS. Consequently, due to the failed sale-leaseback accounting treatment, 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.

The carrying amount of the regulatory liabilities as of March 31, 2017 and December 31, 2016 are as follows:

 

 

 

Amortization

 

 

 

 

 

 

 

 

 

 

 

period

 

 

March 31,

 

 

December 31,

 

(In thousands)

 

Ends

 

 

2017

 

 

2016

 

Postretirement benefits costs

 

 

(a)

 

 

$

3,018

 

 

$

3,018

 

Postretirement benefits collections

 

 

(b)

 

 

 

3,099

 

 

 

2,681

 

Estimated net removal costs

 

 

(c)

 

 

 

1,644

 

 

 

1,208

 

Deferred overhead costs

 

 

(c)

 

 

 

422

 

 

 

 

Regulatory liabilities

 

 

 

 

 

$

8,183

 

 

$

6,907

 

 

(a)

This item represents liabilities recorded in accordance with OPEB accounting standards.

(b)

The amortization of this item is anticipated to be established in the December Filing.

(c)

Not applicable

(8)

Related-Party Transactions

The Partnership made payments associated with the lease of some of its T&D assets to SDTS of approximately $46.1 million and $42.4 million during the three months ended March 31, 2017 and 2016, respectively.

The Partnership received payments throughout the period related to the acquisition of gross property plant and equipment, contracted services, direct labor, materials and supervision associated with its existing asset build out on the T&D assets from SDTS of approximately $50.2 million and $58.2 million during the three months ended March 31, 2017 and 2016, respectively. These costs are included on the Consolidated Balance Sheets under property, plant and equipment - net as leased system.

On February 12, 2015, the Partnership received a subordinated and unsecured loan agreement of $10.0 million from Loyal Trust No. 1 (LT1), a related party, as amended on, February 16, 2017. The promissory note matures on December 31, 2018. The revolving promissory note accrues interest at the floating JP Morgan Chase Prime Rate with all interest compounded semiannually. 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. As of March 31, 2017, the Partnership had $6.0 million on the subordinated note. As of December 31, 2016, the Partnership had no amount outstanding on the subordinated note. The interest expense and fees on the subordinated note were approximately $40,000 and $5,000 during the three months ended March 31, 2017 and 2016, respectively.

The Partnership leases office space for its Dallas location from an affiliate at a contractually agreed upon lease agreement.  Charges for the lease are included in general and administrative expense in the accompanying Consolidated Statements of Operations amounted to approximately $84,000 and $85,000 during the three months ended March 31, 2017 and 2016, respectively.

(Continued)


8

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

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 Consolidated Statements of Operations amounted to approximately $700,000 and $1.0 million during the three months ended March 31, 2017 and 2016, respectively. Accrued fees included in due to affiliates on the Partnership’s Consolidated Balance Sheets related to these charges were approximately $1.1 million and $654,000 as of March 31, 2017 and 2016, respectively.

(9)

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.

(10)

Credit Facility

On May 15, 2014, the Partnership entered into an unsecured revolving credit facility of $5.0 million with Amegy Bank, as amended on, December 10, 2014. The credit facility accrues interest on the outstanding balance at the Prime Rate. At March 31, 2017, the Prime Rate was at 4.0%.  In addition to the interest on the outstanding balance, commitment fees accrue at 0.35% for the unused portion of the credit facility. The revolving credit facility expires on May 15, 2017. The Partnership has entered into discussions with Amegy Bank in order to extend the maturity of this facility.

As of March 31, 2017 and December 31, 2016, the Partnership had $5.0 million and no amount outstanding on the revolving credit facility. The interest expense and fees for the revolving credit facility were approximately $35,000 and $34,000 during the three months ended March 31, 2017 and 2016, respectively.

The agreement requires maintenance of certain financial ratios and imposes certain restricted covenants. The Partnership was in compliance with all covenants as of March 31, 2017 and December 31, 2016, respectively.

(11)

Long-Term Debt

 

(In thousands)

 

March 31, 2017

 

 

 

December 31, 2016

 

 

CVPE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Notes - $23.5 million

 

$

23,500

 

 

 

3.58

%

 

 

$

23,500

 

 

 

3.58

%

 

Term Loan - $82.5 million

 

 

81,469

 

 

 

2.73

%

*

 

 

81,984

 

 

 

2.36

%

*

GSPE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Loan - $57.2 million

 

 

56,485

 

 

 

2.73

%

*

 

 

56,843

 

 

 

2.36

%

*

Total long-term debt

 

 

161,454

 

 

 

 

 

 

 

 

162,327

 

 

 

 

 

 

Less: current portion of long-term debt

 

 

3,493

 

 

 

 

 

 

 

 

3,493

 

 

 

 

 

 

Long-term debt

 

$

157,961

 

 

 

 

 

 

 

$

158,834

 

 

 

 

 

 

 

*

Interest based on LIBOR plus an applicable margin

Senior Secured Credit Facilities – On January 15, 2015, in conjunction with the acquisition, CVPE entered into a construction-term loan agreement consisting of $106.5 million construction term loan syndicated to five banks and a $23.5 million senior secured note issued to Prudential Insurance Company of America and affiliates (Fixed Rate Notes). The senior secured credit facilities and Fixed Rate Notes are collateralized by the CV Project assets.

The $106.5 million construction-term loan accrued interest at LIBOR plus 1.75% and matures on January 15, 2020. LIBOR resets at each selected interest period (one, three, or six months), at CVPE’s discretion at the current market rate. Interest was payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months.

(Continued)


9

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

The CV Project was placed in service June 10, 2016 and the new transmission cost of service (TCOS) rate that included the CV Project assets was approved on September 22, 2016 by the PUCT. On November 30, 2016, the amount outstanding on the construction-term loan was converted into a term loan with a balance of $82.5 million. After this conversion, interest accrues at LIBOR plus 1.75%. Interest is payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months. Amortized principal amounts of the term loan are payable quarterly after the conversion. The outstanding borrowing under the term loan at March 31, 2017 and December 31, 2016 was $81.5 million and $82.0 million, respectively.

As of March 31, 2017 and December 31, 2016, the Fixed Rate Notes had a principal balance of $23.5 million, respectively. Interest is payable quarterly at a rate of 3.58% per annum. The Fixed Rate Notes mature on January 15, 2020 and do not provide for any principal payments.

The construction-term loan agreement and senior secured notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreement, limitation on liens, investments and the incurrence of additional indebtedness. CVPE was in compliance with all debt covenants for the construction-term loan agreement at March 31, 2017 and December 31, 2016.

On March 31, 2015, GSPE entered into a construction-term loan agreement of $84.0 million syndicated to three banks. The senior secured credit facilities are collateralized by GSPE’s assets. The $84.0 million construction-term loan accrued interest at LIBOR plus 1.75%. LIBOR resets at each selected interest period (one, two, three or six months), at GSPE’s discretion, at the current market rate. Interest was payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months.

The GS Project was placed in service in March 29, 2016 and the new TCOS rate that included the GS Project assets was approved on June 13, 2016 by the PUCT. On October 31, 2016, the amount outstanding on the construction-term loan was converted into a term loan with a balance of $57.2 million. After this conversion, interest accrues at LIBOR plus 1.75%. Interest is payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months. Amortized principal amounts of the term loan are payable quarterly after the conversion. The term loan will mature on the third anniversary after principal conversion. The outstanding borrowing under the term loan at March 31, 2017 and December 31, 2016 was $56.5 million and $56.8 million, respectively.

The construction-term loan agreement contains certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreement, limitation on liens, investments and the incurrence of additional indebtedness. GSPE was in compliance with all debt covenants for the construction-term loan agreement at March 31, 2017 and December 31, 2016.

Future maturities of the total long-term debt as of March 31, 2017 are as follows:

 

(In thousands)

 

Total

 

Year Ending December 31:

 

 

 

 

2017

 

$

2,619

 

2018

 

 

3,493

 

2019

 

 

56,045

 

2020

 

 

99,297

 

 

 

$

161,454

 

 

(Continued)


10

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

(12)

Derivative Instruments

Interest – During 2015, CVPE and GSPE entered into an interest swap agreement designated as a cash flow hedge against variable interest rate exposure on a portion of their construction-term loans that established a fixed rate on the LIBOR interest rates specified in the construction-term loans at 0.7185% and 0.760%, respectively, per annum until December 31, 2016. Notional amounts reset on a monthly basis and did not exceed $35.4 million and $39.1 million, respectively, at any given time. There were no notional amounts as of March 31, 2017 as these swap agreements terminated on December 31, 2016.

These cash flow hedging instruments were recorded as a liability in the Consolidated Balance Sheets at fair value, with an offset to accumulated other comprehensive income to the extent the cash flow hedging instruments were effective. The cash flow hedging instrument gains and losses included in other comprehensive income were reclassified into earnings as the underlying transaction occurred. There was no cash flow hedging instrument ineffectiveness recorded for these swap agreements.

The Partnership reclassified approximately $67,000 included in other comprehensive income, during the three months ended March 31, 2016 to interest expense, net on the Consolidated Statement of Operations.

(13)

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.

(14)

Postretirement Benefits

The Partnership provides continued major medical 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. 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 information 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 (liability) as these expenses are probable of future recovery.

(Continued)


11

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

(15)

Fair Value of Financial Instruments

In accordance with ASC Topic 820, Fair Value Measurements and Disclosures, the Partnership is required to assess the fair value of its financial instruments and disclose the level of inputs used for that estimate set forth in ASC 820.

The carrying amounts of the Partnership’s cash and cash equivalents, due to and from affiliates, and accounts payable approximate fair value due to the short-term nature of these assets and liabilities.

As of March 31, 2017 and December 31, 2016, the Partnership had approximately $138.0 million and $138.8 million, respectively, of borrowings under the construction-term loans which accrued interest under a floating rate structure. Accordingly, the carrying value of such indebtedness approximated the fair value for the amounts outstanding.

The Partnership also had borrowings totaling $23.5 million under senior secured notes with a rate of 3.58% per annum as of March 31, 2017 and December 31, 2016. The fair value of these borrowings is estimated using discounted cash flow analysis based on current market rates.

Financial instruments, measured at fair value as defined by ASC 820, by level within the fair value hierarchy were as follows:

 

 

 

Carrying

 

 

Fair Value

 

(In thousands)

 

Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

161,454

 

 

$

 

 

$

161,784

 

 

$

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

162,327

 

 

 

 

 

 

162,352

 

 

 

 

 

(16)

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 Consolidated Statements of Operations amounted to approximately $189,000 during the three months ended March 31, 2017.

The following is a schedule of future minimum lease payments required under operating leases with a term of greater than 12 months at inception as of March 31, 2017:

 

(In thousands)

 

 

 

 

Year Ending December 31:

 

 

 

 

2017 - Q2, Q3 and Q4

 

$

498

 

2018

 

 

586

 

2019

 

 

381

 

2020

 

 

359

 

Thereafter

 

 

353

 

 

 

$

2,177

 

 

(Continued)


12

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Regulatory proceedings

The Partnership is regulated by the PUCT. The 2013 rate case order required the Partnership to file a rate case on or before July 1, 2016. In Docket No. 45414, the PUCT ordered the Partnership to file an RFP by April 30, 2016. The Partnership filed the RFP to adjust the retail delivery tariff for all customers under Docket No. 45414 on April 29, 2016 (April Filing). The application was based on the test year ended December 31, 2015.

On October 10, 2016, the PUCT issued its preliminary order in the April Filing. The preliminary order required the Partnership and SDTS to amend the current application to include separate RFPs for the Partnership and SDTS no later than January 1, 2017. On December 30, 2016, the Partnership and SDTS filed an amended application with separate RFPs based on the same test year as the April Filing.

Consistent with the Preliminary Order, SULP and SDTS proposed to replace their five existing MLAs with two new leases, one for transmission assets and one for distribution assets. Each of the leases, if approved by the PUCT, will be executed upon the effectiveness of the rate case and will have a four year term. SULP will continue to have operational control over SDTS’s T&D assets and will remain primarily responsible for regulatory compliance and reporting requirements on behalf of and with cooperation from SDTS.

On March 28, 2017, an abatement of the April Filing was granted, and the hearing on the merits that was scheduled from March 29 through April 7, 2017 was canceled, pending ongoing settlement negotiations among the parties to the rate case. However, there can be no guarantee that a settlement will be reached or when the abatement may be lifted and, if necessary, the hearings rescheduled; therefore, the ultimate timing and outcome of the rate case cannot be predicted at this time.

In June 2016, the Partnership began discussions with the staff of the PUCT and the Office of Public Utility Counsel regarding the Partnership’s procedure for transitioning customers from its secondary service less than or equal to 10 kW (Small Secondary) rate schedule to its secondary service greater than 10 kW (Large Secondary) rate schedule. In early July, the Partnership received 13 complaints from customers stating that they had demand meters and were incorrectly moved to the Large Secondary rate schedule. On July 14, 2016, the Partnership received formal notification from the Oversight and Enforcement (O&E) Division of the PUCT that an investigation was being opened to determine whether the Partnership’s policy and procedures related to the transitioning of approximately 1,500 customers from the Small Secondary to the Large Secondary rate schedule were consistent with the Partnership’s tariff for delivery service, the Public Utilities Regulatory Authority (PURA), and the PUCT’s rules. After the O&E staff analyzed the data obtained from the Partnership, O&E staff concluded that over 1,000 customers were impacted by this transition from Small Secondary to the Large Secondary rate schedule. On February 17, 2017, the Partnership and O&E (the Parties) executed and filed in Docket No 46873, a settlement resolving O&E staff’s investigation of the Partnership for alleged violations of PURA, the PUCT’s rules, and the Partnership’s tariff. On March 30, 2017, the order for the settlement agreement was approved by the PUCT.  The settlement order requires the Partnership to pay an administrative penalty of approximately $425,000 and to refund the impacted customers approximately $990,000 including interest. On April 25, 2017, the Partnership paid the administrative penalty of $425,000 to the PUCT, which was accrued for as of March 31, 2017 as accounts payable and accrued liabilities on the Partnership’s Consolidated Balance Sheet. As of December 31, 2016, approximately $1.4 million was accrued as accounts payable and accrued liabilities on the Partnership’s Consolidated Balance Sheet.

 

 

 

(Continued)


13

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

(17)

Supplemental Cash Flow Information

Supplemental cash flow information and non-cash investment and financing activities for the three months ended March 31 are as follows:

 

(In thousands)

 

2017

 

 

2016

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

37,586

 

 

$

34,185

 

Cash paid for margin taxes

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

 

 

Non-cash right of way additions to

   property, plant and equipment

 

 

5

 

 

 

41

 

Noncash financing obligation incurred

 

 

36,786

 

 

 

52,589

 

Change in accrued additions to property,

   plant and equipment

 

 

21

 

 

 

2,983

 

Allowance for funds used during

   contruction - debt

 

 

 

 

 

2,020

 

 

(18)

Subsequent Events

The Partnership has evaluated subsequent events from the Balance Sheet date through April 25, 2017, the date at which the Financial Statements were made available to be issued, and determined there are no other items to disclose.