EX-99.1 6 hifr-ex991_172.htm EX-99.1 hifr-ex991_172.htm

Exhibit 99.1

 

 

 

 

 

 

SHARYLAND UTILITIES, L.P.

Consolidated Financial Statements
March 31, 2018
(Unaudited)

 

 

 

 

 

 


SHARYLAND UTILITIES, L.P.

Consolidated Balance Sheets
(In thousands)

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

Assets

 

2018

 

 

2017

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

9,218

 

 

$

25,503

 

Accounts receivable, net

 

 

39,246

 

 

 

55,885

 

Due from affiliates

 

 

15,934

 

 

 

7,096

 

Inventory

 

 

1,844

 

 

 

1,844

 

Prepayments and other current assets

 

 

1,095

 

 

 

3,321

 

Total current assets

 

 

67,337

 

 

 

93,649

 

Property, Plant and Equipment - net

 

 

1,953,381

 

 

 

1,942,393

 

Goodwill

 

 

1,100

 

 

 

1,100

 

Deferred Charges – Regulatory Assets, net

 

 

47,578

 

 

 

44,055

 

Total Assets

 

$

2,069,396

 

 

$

2,081,197

 

 

 

 

 

 

 

 

 

 

Liabilities and Partners' Capital

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

24,981

 

 

$

46,515

 

Current portion of long-term debt

 

 

3,493

 

 

 

3,493

 

Current portion of financing obligation

 

 

31,843

 

 

 

29,611

 

Due to affiliates

 

 

29,139

 

 

 

31,615

 

State margin tax payable

 

 

2,296

 

 

 

1,915

 

Total current liabilities

 

 

91,752

 

 

 

113,149

 

Long-Term Financing Obligation

 

 

1,676,718

 

 

 

1,668,904

 

Long-Term Debt

 

 

154,469

 

 

 

155,342

 

Regulatory Liabilities

 

 

14,346

 

 

 

13,563

 

OPEB and Other Liabilities

 

 

1,889

 

 

 

1,889

 

Total Liabilities

 

 

1,939,174

 

 

 

1,952,847

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

Partners' Capital

 

 

 

 

 

 

 

 

General partner

 

 

1,252

 

 

 

1,232

 

Limited partner

 

 

128,970

 

 

 

127,118

 

Total partners' capital

 

 

130,222

 

 

 

128,350

 

Total Liabilities and Partners' Capital

 

$

2,069,396

 

 

$

2,081,197

 

 


See accompanying notes to the consolidated financial statements.

 


SHARYLAND UTILITIES, L.P.

Consolidated Statements of Operations
(In thousands)

(Unaudited)

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

Revenues - net

 

$

66,342

 

 

$

80,538

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Distribution expense

 

81

 

 

 

6,420

 

Transmission expense

 

 

3,988

 

 

 

7,970

 

Administrative and general expense

 

 

9,446

 

 

 

12,776

 

Depreciation and amortization

 

 

11,456

 

 

 

11,232

 

Total operating expenses

 

 

24,971

 

 

 

38,398

 

Operating Income

 

 

41,371

 

 

 

42,140

 

Other Expense - net

 

 

 

 

 

 

 

 

Interest expense - net

 

 

(39,183

)

 

 

(37,193

)

Other income - net

 

32

 

 

13

 

Tax reimbursements for contribution in aid of construction

 

-

 

 

73

 

Total other expense - net

 

 

(39,151

)

 

 

(37,107

)

Net Income Before Income Taxes

 

 

2,220

 

 

 

5,033

 

Income Tax Expense

 

348

 

 

426

 

Net Income

 

$

1,872

 

 

$

4,607

 

 


See accompanying notes to the consolidated financial statements.


SHARYLAND UTILITIES, L.P.

Consolidated Statements of Partners’ Capital
Three Months Ended March 31, 2018

(In thousands)

(Unaudited)

 

 

 

General

Partner

 

 

Limited

Partner

 

 

Total

Partners'

Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

 

$

1,232

 

 

$

127,118

 

 

$

128,350

 

Net income

 

 

20

 

 

 

1,852

 

 

 

1,872

 

Balance at March 31, 2018

 

$

1,252

 

 

$

128,970

 

 

$

130,222

 

 


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,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

Cash flows from Operating Activities

 

 

 

 

 

 

 

 

Net income

 

$

1,872

 

 

$

4,607

 

Adjustments to reconcile net income to net cash (used in)

 

 

 

 

 

 

 

 

provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

9,292

 

 

 

10,534

 

Amortization of deferred costs

 

 

2,465

 

 

 

1,000

 

Allowance for funds used during construction - equity

 

 

(21

)

 

 

-

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

16,639

 

 

 

(4,507

)

Due from affiliates

 

 

(8,838

)

 

 

6,582

 

Inventory

 

 

-

 

 

 

(464

)

Prepayments and other current assets

 

 

2,226

 

 

 

36

 

Deferred charges - regulatory assets and liabilities

 

 

(4,247

)

 

 

600

 

Accounts payable, accrued liabilities and other

 

 

(21,500

)

 

 

(17,724

)

Due to affiliates

 

 

(2,661

)

 

 

737

 

State margin tax payable

 

 

381

 

 

 

426

 

Net cash provided (used in) by operating activities

 

 

(4,392

)

 

 

1,827

 

Cash flows from Investing Activities

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(2,823

)

 

 

(1,943

)

Net cash used in investing activities

 

 

(2,823

)

 

 

(1,943

)

Cash flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from short-term borrowing

 

 

-

 

 

 

5,000

 

Proceeds from short-term borrowing from affiliates

 

 

-

 

 

 

10,000

 

Repayments of notes payable

 

 

(299

)

 

 

-

 

Repayments of short-term borrowing to affiliates

 

 

-

 

 

 

(4,000

)

Repayments of long-term debt

 

 

(873

)

 

 

(873

)

Repayments of financing obligation

 

 

(7,898

)

 

 

(9,775

)

Net cash used in financing activities

 

 

(9,070

)

 

 

352

 

Net (decrease) increase in cash and cash equivalents

 

 

(16,285

)

 

 

236

 

Cash and cash equivalents at beginning of period

 

 

25,503

 

 

 

12,263

 

Cash and cash equivalents at end of period

 

$

9,218

 

 

$

12,499

 

 

 

 

See accompanying notes to the consolidated financial statements.


SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements
March 31, 2018
(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 transmission of electricity throughout Texas. Those transmission activities include the operation and maintenance of: 138 Kilovolt (kV) looped system of transmission lines and connected substations near Stanton; 138 kV direct current transmission interconnection between Texas and Mexico (Railroad DC Tie); 138 kV transmission lines located in South Texas;  345 kV transmission lines and connected substations in the Texas Panhandle; 345 kV transmission lines near Wichita Falls, Abilene and Brownwood, Texas; and a 345 kV transmission line from the eastern half of the North Edinburg substation to the Palmito substation in South Texas.

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 in 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 their interests 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 their interests in CVPE to the Partnership. CVPE became a wholly owned subsidiary of the Partnership.

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 FERC and the Public Utility Counsel of Texas (PUCT) regulating its operations.

 

(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) requires 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)

Recent Accounting Guidance

Recently Adopted Accounting Guidance

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. The new standard should be applied retrospectively to all periods presented, unless deemed impracticable, in which case prospective application is permitted. We adopted the new guidance on January 1, 2018 with no impact on our presentation of our cash flows.

In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715), the amendments of ASU No. 2017-07 require an entity to report the service cost component of net benefit costs in the same line item as other compensation costs arising from services rendered by the related employees during the applicable service period. The other components of net benefit cost are required to be presented separately from the service cost component and outside the subtotal of income from operations. Further, ASU No. 2017-07 prescribes that only the service cost component of net benefit costs is eligible for capitalization.  The Partnership adopted the new guidance on January 1, 2018 with minimal impact on its financial position, results of operations or cash flows.

Recent Accounting Guidance Not Yet Adopted

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, 2019 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 the extent of 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, 2018. The Partnership is currently evaluating the new guidance and the extent of the impact this standard may have on its financial position, results of operations or cash flows.

(2)

Asset Exchange Transaction

On July 21, 2017, the Partnership and SDTS signed a definitive agreement (Definitive Agreement) with Oncor Electric Delivery Company LLC (Oncor) to exchange SDTS’s retail distribution assets and the Partnership’s general plant used in distribution operations for a group of Oncor’s transmission assets located in West and Central Texas and cash (the Asset Exchange Transaction). The Asset Exchange Transaction closed in November 2017 and, among other things resulted in the Partnership exchanging $6.1 million of general plant and regulatory assets used for the retail distribution business net of liabilities at its carrying value with Oncor for approximately $6.1 million in cash. On November 9, 2017 Oncor paid Sharyland $6.9 million based on an estimate, and on February 24, 2018, Sharyland repaid $832,000.

(Continued)


3

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

SDTS exchanged approximately $403.0 million of distribution assets for approximately $383.3 million of transmission assets located in West and Central Texas and approximately $19.7 million in cash from Oncor, subject to customary adjustments to be made at and following closing.

The Partnership leases these transmission assets from SDTS and operates them under an amended certificate of convenience and necessity (CCN). The Partnership no longer leases the distribution assets transferred to Oncor. SDTS will continue to own and lease to the Partnership certain substations related to its distribution assets, but the Partnership exited the retail distribution business. On October 13, 2017, the PUCT issued an order under Docket No. 47469 approving the Partnership, SDTS and Oncor’s joint Sale-Transfer-Merger application (STM).

Concurrently with the execution of the Definitive Agreement, the Partnership and SDTS entered into an agreement (Rate Case Dismissal Agreement) with certain parties to their pending rate case under Docket No 45414 (Rate Case), which resulted in the dismissal of the Rate Case upon the completion of the asset exchange transaction with Oncor. On September 29, 2017, the PUCT issued an order dismissing the Rate Case contingent on PUCT approval of the STM and the closing of the Asset Exchange Transaction. For further information related to the Rate Case and the dismissal, see Note 13, Commitments and Contingencies - regulatory proceedings.

(3)

Leases

The Partnership leases most of its Transmission and all of its Distribution Substation (T&D) assets from SDTS, a related party, under five Master Lease Agreements (MLA). See Regulatory Proceedings on Note 13, Commitment and Contingencies, leases. 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, 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, 2019 through December 31, 2022. Each agreement includes annual base payments while all but two agreements include 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)

 

2018

 

 

2017

 

Fixed Lease Payments

 

$

45,394

 

 

$

40,581

 

 

The Partnership’s MLAs include a rent validation mechanism 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 $335,000 and $334,000 on March 28, 2018 and March 22, 2017, respectively, associated with the years ended December 31, 2017 and 2016, respectively.

(Continued)


4

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

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, 2018 and December 31, 2017.

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

 

(In thousands)

 

Total

 

Year Ending December 31:

 

 

 

 

2018 - Q2, Q3 and Q4

 

 

141,066

 

2019

 

 

193,655

 

2020

 

 

182,099

 

2021

 

 

8,576

 

2022 and Thereafter

 

 

4,460

 

Total future minimum lease payments

 

$

529,856

 

 

(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 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 $1.7 billion is included in long-term financing obligation liabilities related to the failed sale-leaseback (financing), as of March 31, 2018 and December 31, 2017, respectively. Approximately $31.8 million and $29.6 million of the failed sale-leaseback (financing) obligation are included in current liabilities as of March 31, 2018 and December 31, 2017, respectively.

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

 

 

 

March 31,

 

(In thousands)

 

2018

 

 

2017

 

Failed sale-lease back interest expense

 

 

 

 

 

 

 

 

Fixed portion of failed-leaseback interest

 

$

35,610

 

 

$

29,574

 

Variable portion of failed-leaseback interest

 

 

1,925

 

 

 

6,128

 

Failed sale-lease back interest expense

 

$

37,535

 

 

$

35,702

 

 

(Continued)


5

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

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)

 

2018

 

 

2017

 

Payments on long-term financing obligation

 

$

7,898

 

 

$

9,775

 

 

Future payments of the financing obligation as of March 31, 2018 are as follows:

 

(In thousands)

 

Total

 

Year Ending December 31:

 

 

 

 

2018 - Q2, Q3 and Q4

 

$

23,288

 

2019

 

 

31,837

 

2020

 

 

26,994

 

2021

 

 

7,033

 

2022

 

 

1,512

 

Thereafter

 

 

1,529,691

 

Total financing obligation

 

 

1,620,355

 

Less: current portion of financing obligation

 

 

(31,843

)

Leased system under construction obligation

 

 

64,413

 

Lease deferral (Note 7)

 

 

23,793

 

Long-term lease obligation

 

$

1,676,718

 

 

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)

 

2018

 

 

2017

 

Failed sale-lease back depreciation expense

$

 

7,590

 

$

 

8,628

 

 

(Continued)


6

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

(5)

Property, Plant and Equipment - net

The major classes of property, plant and equipment at March 31, 2018 and December 31, 2017 are as follows:

 

 

March 31,

 

 

December 31,

 

(In thousands)

 

2018

 

 

2017

 

Property, plant and equipment

 

 

 

 

 

 

 

 

Leased system

 

$

1,820,552

 

 

$

1,757,327

 

Transmission plant

 

 

262,398

 

 

 

262,465

 

General plant

 

 

8,697

 

 

 

10,977

 

 

 

 

2,091,647

 

 

 

2,030,769

 

Construction Work in Progress:

 

 

 

 

 

 

 

 

Leased system under construction

 

 

64,413

 

 

 

109,697

 

Transmission plant under construction

 

 

5,366

 

 

 

2,231

 

General plant under construction

 

 

712

 

 

 

1,162

 

 

 

 

70,491

 

 

 

113,090

 

Other

 

 

478

 

 

 

293

 

Total Property, plant and equipment

 

 

2,162,616

 

 

 

2,144,152

 

Accumulated Depreciation - Leased system

 

 

(201,732

)

 

 

(194,142

)

Accumulated Depreciation - Transmission plant

 

 

(5,676

)

 

 

(4,903

)

Accumulated Depreciation - General plant

 

 

(1,827

)

 

 

(2,714

)

Property, Plant, and Equipment - net

 

$

1,953,381

 

 

$

1,942,393

 

See Note 2 in regards to the asset exchange transaction.

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.

(6)

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, 2018 and December 31, 2017.

 

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

 

 

Gross

 

 

 

 

 

 

Net

 

 

Gross

 

 

 

 

 

 

Net

 

 

 

Amortization

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

(In thousands)

 

Period

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred costs recoverable in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

future years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred financing costs

 

(a)

 

$

5,763

 

 

$

(3,805

)

 

$

1,958

 

 

$

5,763

 

 

$

(3,504

)

 

$

2,259

 

Inception operating costs

 

(b)

 

 

23,793

 

 

 

-

 

 

 

23,793

 

 

 

23,793

 

 

 

-

 

 

 

23,793

 

Rate case costs

 

(c)

 

 

13,359

 

 

 

(4,998

)

 

 

8,361

 

 

 

13,324

 

 

 

(4,998

)

 

 

8,326

 

Study costs/Transition to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

competition

 

(d)

 

 

5,918

 

 

 

(2,659

)

 

 

3,259

 

 

 

5,918

 

 

 

(2,610

)

 

 

3,308

 

Transition cost

 

(e)

 

 

12,319

 

 

 

(2,112

)

 

 

10,207

 

 

 

6,369

 

 

 

-

 

 

 

6,369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Deferred Charges - Regulatory Assets

 

 

 

$

61,152

 

 

$

(13,574

)

 

$

47,578

 

 

$

55,167

 

 

$

(11,112

)

 

$

44,055

 

 

 

(a)

Amortized over the length of the related loan.

(Continued)


7

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

 

(b)

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

 

(c)

$5.0 million was recovered through May 2017. The recovery period for the $8.3 million is anticipated to be established in 2018 in rate case expense Docket No. 45979.

 

(d)

$2.0 million was recovered through December 2017. $0.9 million will be recovered through April 2019 and the Partnership anticipates establishing the recovery period for the remaining $3.0 million in a future rate case.

 

(e)

This amount began to be recovered in January 2018 and is expected to be fully receoverd in 2019.

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 of debt in connection with a future rate case.

The inception operating costs of approximately $23.8 million at March 31, 2018 and December 31, 2017 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.

See Note 13, Commitments and Contingencies – Regulatory proceedings for information regarding the dismissal of the rate case.

Regulatory Liabilities

Regulatory liabilities represent probable future reduction in rates due to the over-recovery of costs from customers through the regulatory ratemaking process.

The Partnership’s regulatory liability related to cost of removal is established through depreciation rates and represents the amount that the Partnership expects to incur in the future. The regulatory liability is recorded as long-term liability net of actual removal costs incurred.

With the passage of the Tax Cuts and Jobs Act (TCJA), the PUCT ordered electric utilities in Texas to record a regulatory liability for the balance of excess accumulated deferred income taxes (Excess ADFIT) that now exists because of the decrease in the Federal Income Tax rate from 35% to 21%. The Partnership will continue to assess the amount of the regulatory liability and expects that amortization of the regulatory liability will be determined in the Partnership’s next base rate proceeding to be filed in 2020. The regulatory liability is expected to lower future customer rates over a future period to be determined by the PUCT.

The carrying amount of the regulatory liabilities as of March 31, 2018 and December 31, 2017 are as follows:

 

 

Amortization

 

 

 

 

 

 

 

 

 

 

period

 

March 31,

 

 

December 31,

 

(In thousands)

 

Ends

 

2018

 

 

2017

 

Postretirement benefits costs

 

(a)

 

$

2,701

 

 

$

2,701

 

Postretirement benefits collections

 

(b)

 

 

5,785

 

 

 

5,765

 

Estimated net removal costs

 

(b)

 

 

4,527

 

 

 

3,892

 

Provision in lieu of Excess ADFIT

 

(b)

 

 

1,205

 

 

 

1,205

 

Deferred overhead costs

 

 

 

 

128

 

 

 

-

 

Regulatory liabilities

 

 

 

$

14,346

 

 

$

13,563

 

 

 

(a)

This item represents liabilities recorded in accordance with postretirement benefits accounting standards.

 

(b)

The amortization of this item is anticipated to be established in a future rate case.

(Continued)


8

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

(7)

Related-Party Transactions

The Partnership made payments associated with the lease of some of its T&D assets to SDTS as follows:

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands)

 

2018

 

 

2017

 

Lease payments

 

$

48,963

 

 

$

46,090

 

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 as follows:

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands)

 

2018

 

 

2017

 

Asset build out payments received

 

$

12,785

 

 

$

50,194

 

Asset build out costs are included on the Consolidated Balance Sheets under property, plant and equipment - net.

On February 12, 2015, the Partnership entered into a subordinated and unsecured loan agreement of $10.0 million with Loyal Trust No. 1 (LT1), a related party, as amended on, February 16, 2018. The promissory note matures on December 31, 2019. The revolving promissory note accrues interest at the floating JP Morgan Chase Prime Rate with all interest compounded semiannually. As of March 31, 2018 and December 31, 2017, the Partnership had no amount outstanding on the subordinated note.

No interest expense was incurred on the subordinated note during the three months ended March 31, 2018. The interest expense and fees on the subordinated note were approximately $40,000 during the three months ended March 31, 2017.

The Partnership leases office space for its Dallas location from an affiliate through a contractually agreed upon lease amount. Charges for the lease are included in general and administrative expense in the accompanying Consolidated Statements of Operations as follows:

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands)

 

2017

 

 

2016

 

Lease office expense

 

$

45

 

 

$

84

 

An affiliate of the Partnership provides services to the Partnership at contractually agreed upon hourly rates and set amounts for infrastructure support. Charges for such services are included in general and administrative expense in the accompanying Consolidated Statements of Operations as follows:

 

 

Three Months Ended

 

 

 

March 31

 

(In thousands)

 

2018

 

 

2017

 

Infrastructure support services

 

$

464

 

 

$

734

 

Accrued fees related to these charges are included in due to affiliates on the Partnership’s Consolidated Balance Sheets and were approximately $958,000 and $763,000 as of March 31, 2018 and December 31, 2017, respectively.

(Continued)


9

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

(8)

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.

(9)

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. On August 11, 2017, the credit facility was amended and extended to increase the commitment to $10.0 million and extend the term. The credit facility accrues interest on the outstanding balance at the Prime Rate. At March 31, 2018, the Prime Rate was at 4.75%. 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 August 11, 2019.

As of March 31, 2018 and December 31, 2017, the Partnership had no amount outstanding on the revolving credit facility. The interest expense and fees for the revolving credit facility were approximately $19,000 and $35,000 during the three months ended March 31, 2018 and 2017, 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, 2018 and December 31, 2017, respectively.

(10)

Long-Term Debt

(In thousands)

 

Maturity Date

 

March 31, 2018

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CVPE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Notes - $23.5 million

 

January 15, 2020

 

$

23,500

 

 

 

3.58

%

 

$

23,500

 

 

 

3.58

%

 

Term Loan - $82.5 million

 

January 15, 2020

 

 

79,407

 

 

 

3.40

%

*

 

79,922

 

 

 

3.32

%

*

GSPE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Loan - $57.2 million

 

October 31, 2019

 

 

55,055

 

 

 

3.40

%

*

 

55,413

 

 

 

3.32

%

*

Total long-term debt

 

 

 

 

157,962

 

 

 

 

 

 

 

158,835

 

 

 

 

 

 

Less: current portion of long-term debt

 

 

 

 

3,493

 

 

 

 

 

 

 

3,493

 

 

 

 

 

 

Long-term debt

 

 

 

$

154,469

 

 

 

 

 

 

$

155,342

 

 

 

 

 

 

 

*

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 a $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 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, 2018 and December 31, 2017 was $79.4 million and $79.9 million, respectively.

(Continued)


10

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

As of March 31, 2018 and December 31, 2017, 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 and the term loan 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, 2018 and December 31, 2017.

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 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 October 31, 2019. The outstanding borrowing under the term loan at March 31, 2018 and December 31, 2017 was $55.1 million and $55.4 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, 2018 and December 31, 2017.

Future maturities of the total long-term debt as of March 31, 2018 are as follows:

(In thousands)

 

Total

 

Year Ending December 31:

 

 

 

 

2018

 

$

2,620

 

2019

 

 

56,045

 

2020

 

 

99,297

 

 

 

$

157,962

 

(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. 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 item is

(Continued)


11

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

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.

(12)

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, 2018 and December 31, 2017, the Partnership had approximately $134.5 million and $135.3 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, 2018 and December 31, 2017. 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, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

157,962

 

 

$

-

 

 

$

157,685

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

158,835

 

 

 

-

 

 

 

158,673

 

 

 

-

 

(13)

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 $78,000 and $189,000 during the three months ended March 31, 2018 and 2017, respectively.

(Continued)


12

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

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, 2018:

(In thousands)

 

Total

 

Year Ending December 31:

 

 

 

 

2018 - Q2, Q3 and Q4

 

$

425

 

2019

 

305

 

2020

 

283

 

2021

 

 

277

 

Thereafter

 

-

 

 

 

$

1,290

 

Regulatory proceedings

On April 29, 2016, the Partnership filed a system-wide rate proceeding with the PUCT to update its rates (April Rate Case Filing). Pursuant to a restructuring order issued by the PUCT in 2008 allowing the Partnership and SDTS to utilize a REIT structure, the April Rate Case Filing was prepared using the audited books and records of both Sharyland and SDTS and proposed rates to be set on a combined basis. However, as a result of a preliminary order issued by the PUCT in October 2016, Sharyland and SDTS filed an amended rate case application and rate filing packages (December Rate Case Filing) on December 30, 2016 with the PUCT, which superseded the April Rate Case Filing. On September 29, 2017, the PUCT issued an order dismissing the December Rate Case filing contingent on PUCT approval of the STM and the closing of the asset Exchange Transaction. See Note 2, Asset Exchange Transaction for additional information regarding the asset exchange transaction.

In the interim, the Partnership reduced its base distribution rates by approximately 10% for its residential customers in its Stanton, Brady, and Celeste (SBC) service territories in accordance with the regulatory order issued on July 27, 2017 in Docket No. 45414. The recorded regulatory asset was transferred to Oncor in connection with the Asset Exchange Transaction. See Note 2, regarding the Asset Exchange Transaction.

(Continued)


18

SHARYLAND UTILITIES, L.P.

Notes to the Consolidated Financial Statements

(Unaudited)

On October 13, 2017, the PUCT issued an order approving the STM for the Asset Exchange Transaction and granting SDTS a CCN to continue to own and lease its assets to the Partnership. Also on October 13, 2017, the PUCT issued an order approving the settlement of Oncor’s rate case in Docket No. 46957 contingent on the closing of the asset exchange transaction. The PUCT’s approval of the STM and Oncor’s rate case settlement were both conditions to the closing of the asset exchange transaction.

Once the December Rate Case filing dismissal became effective, the Partnership and SDTS continued operating under their existing regulatory structure, and the current regulatory parameters remain in place until the next rate case, including an allowed return on equity of 9.7%, a capital structure of 55% debt and 45% equity and a cost of debt of 6.73%. The Partnership and SDTS will be required to file a new rate case in the calendar year 2020 with a test year ending December 31, 2019.

On February 27, 2018, the Partnership filed an update to its transmission cost of service rates under Docket No. 47649 in order to reflect an income tax allowance at the new 21% corporate federal income tax rate, due to the enactment of the TCJA. The Partnership has historically incorporated an income tax allowance in its MLAs at a 35% corporate federal income tax, and the Partnership’s existing lease supplements with SDTS reflect this assumption.

(14)

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)

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

42,286

 

 

$

37,586

 

Cash paid for margin taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

 

 

Right of way additions to property, plant and equipment

 

 

-

 

 

 

5

 

Financing obligation incurred

 

 

17,941

 

 

 

36,786

 

Change in accrued additions to property, plant and equipment

 

 

450

 

 

 

21

 

Property, plant and equipment - net transferred to deferred

 

 

 

 

 

 

 

 

charges - regulatory assets

 

 

1,590

 

 

 

-

 

Allowance for funds used during construction - debt

 

 

21

 

 

 

-

 

(15)

Subsequent Events

The Partnership has evaluated subsequent events from the Balance Sheet date through April 25, 2018, the date at which the Financial Statements were made available to be issued, and determined there are no other items to disclose.