Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 04, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HIFR | |
Entity Registrant Name | InfraREIT, Inc. | |
Entity Central Index Key | 1,506,401 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 43,565,495 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 29,725,000 | $ 15,612,000 |
Restricted cash | 1,682,000 | 1,682,000 |
Due from affiliates | 21,647,000 | 27,822,000 |
Inventory | 7,071,000 | 7,393,000 |
Assets held for sale | 41,211,000 | |
Prepaids and other current assets | 857,000 | 4,897,000 |
Total current assets | 60,982,000 | 98,617,000 |
Electric Plant, net | 1,369,500,000 | 1,227,146,000 |
Goodwill | 138,384,000 | 138,384,000 |
Deferred Assets and Other Regulatory Assets, net | 35,993,000 | 37,948,000 |
Investments | 2,519,000 | 2,519,000 |
Total Assets | 1,607,378,000 | 1,504,614,000 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 26,780,000 | 25,295,000 |
Short-term borrowings | 20,000,000 | 219,000,000 |
Current portion of long-term debt | 19,531,000 | 19,234,000 |
Dividends and distributions payable | 13,634,000 | 14,130,000 |
Contingent consideration | 0 | 27,378,000 |
Accrued taxes | 2,934,000 | 2,359,000 |
Total current liabilities | 82,879,000 | 307,396,000 |
Long-Term Debt | 595,836,000 | 610,522,000 |
Regulatory Liability | 8,477,000 | 1,242,000 |
Total liabilities | $ 687,192,000 | $ 919,160,000 |
Commitments and Contingencies | ||
Equity | ||
Members' capital - 35,053,186 shares issued and outstanding as of December 31, 2014 | $ 440,387,000 | |
Common stock, $0.01 par value; 450,000,000 shares authorized; 43,565,495 issued and outstanding as of September 30, 2015 | $ 436,000 | |
Additional paid-in capital | 702,213,000 | |
Accumulated deficit | (34,529,000) | |
Accumulated other comprehensive loss | 0 | |
Total InfraREIT, Inc. equity | 668,120,000 | 440,387,000 |
Noncontrolling interest | 252,066,000 | 145,067,000 |
Total equity | 920,186,000 | 585,454,000 |
Total Liabilities and Equity | $ 1,607,378,000 | $ 1,504,614,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Members capital, shares issued | 35,053,186 | |
Members capital, shares outstanding | 35,053,186 | |
Common stock, par or stated value per share | $ 0.01 | |
Common stock, shares authorized | 450,000,000 | |
Common stock, shares issued | 43,565,495 | |
Common stock, shares, outstanding | 43,565,495 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Lease revenue | $ 41,452 | $ 39,309 | $ 100,282 | $ 89,371 |
Operating costs and expenses | ||||
General and administrative expense | 5,504 | 6,143 | 58,965 | 12,839 |
Depreciation | 10,259 | 8,998 | 29,438 | 25,825 |
Total operating costs and expenses | 15,763 | 15,141 | 88,403 | 38,664 |
Income from operations | 25,689 | 24,168 | 11,879 | 50,707 |
Other (expense) income | ||||
Interest expense, net | (6,723) | (8,699) | (21,084) | (24,364) |
Other income, net | 707 | 294 | 2,180 | 333 |
Total other expense | (6,016) | (8,405) | (18,904) | (24,031) |
Income (loss) before income taxes | 19,673 | 15,763 | (7,025) | 26,676 |
Income tax expense | 243 | 248 | 575 | 656 |
Net income (loss) | 19,430 | 15,515 | (7,600) | 26,020 |
Less: Net income (loss) attributable to noncontrolling interest | 5,458 | 3,621 | (1,061) | 6,046 |
Net income (loss) attributable to InfraREIT, Inc. | $ 13,972 | $ 11,894 | $ (6,539) | $ 19,974 |
Net income (loss) attributable to InfraREIT, Inc. common shareholders per share: | ||||
Basic | $ 0.32 | $ 0.34 | $ (0.15) | $ 0.57 |
Diluted | 0.32 | $ 0.34 | (0.15) | $ 0.57 |
Cash dividends declared per common share | $ 0.225 | $ 0.850 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 19,430 | $ 15,515 | $ (7,600) | $ 26,020 |
Change in fair value of cash flow hedging instrument | 844 | |||
Comprehensive income (loss) | 19,430 | 15,515 | (7,600) | 26,864 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 5,458 | 3,621 | (1,061) | 6,280 |
Comprehensive income (loss) attributable to InfraREIT, Inc. | $ 13,972 | $ 11,894 | $ (6,539) | $ 20,584 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Members' Capital | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total InfraREIT, Inc. Equity | Noncontrolling Interest |
Balance at Dec. 31, 2014 | $ 585,454 | $ 440,387 | $ 440,387 | $ 145,067 | |||
Dividends and distributions | (47,465) | (8,964) | $ (25,705) | (34,669) | (12,796) | ||
Repurchase of common shares | (66,517) | (66,517) | (66,517) | ||||
Initial public offering, net of offering costs | 490,433 | $ 230 | $ 490,203 | 490,433 | |||
Merger of InfraREIT, L.L.C. and InfraREIT, Inc. and related Reorganization transactions | (101,885) | (367,191) | 206 | 212,010 | (154,975) | 53,090 | |
Net income (loss) | (7,600) | $ 2,285 | (8,824) | (6,539) | (1,061) | ||
Equity based compensation | 493 | 493 | |||||
Non-cash noncontrolling interest equity issuance | 67,273 | 67,273 | |||||
Balance at Sep. 30, 2015 | $ 920,186 | $ 436 | $ 702,213 | $ (34,529) | $ 668,120 | $ 252,066 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net (loss) income | $ (7,600,000) | $ 26,020,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation | 29,438,000 | 25,825,000 |
Amortization of deferred financing costs | 2,436,000 | 3,193,000 |
Allowance for funds used during construction - equity | (2,180,000) | (1,432,000) |
Change in fair value of contingent consideration | 0 | 1,110,000 |
Reorganization structuring fee | 44,897,000 | |
Realized gain on sale of marketable securities | (66,000) | |
Equity based compensation | 493,000 | 120,000 |
Changes in assets and liabilities: | ||
Due from affiliates | 6,175,000 | 8,960,000 |
Inventory | 322,000 | 292,000 |
Prepaids and other current assets | (303,000) | (1,625,000) |
Accounts payable and accrued liabilities | 4,624,000 | 5,228,000 |
Net cash provided by operating activities | 78,236,000 | 67,691,000 |
Cash flows from investing activities | ||
Additions to electric plant | (164,890,000) | (170,200,000) |
Proceeds from sale of assets | 41,211,000 | |
Sale of marketable securities | 1,065,000 | |
Cash paid to InfraREIT, L.L.C. investors in the merger, net of cash assumed | (172,400,000) | |
Net cash used in investing activities | (295,014,000) | (170,200,000) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock upon initial public offering | 493,722,000 | |
Proceeds from short-term borrowings | 53,000,000 | 123,500,000 |
Repayments of short-term borrowings | (253,000,000) | (5,000,000) |
Proceeds from borrowings of long-term debt | 11,000,000 | |
Repayments of long-term debt | (14,389,000) | (9,184,000) |
Net change in restricted cash | (1,000) | |
Deferred financing costs | (481,000) | (897,000) |
Dividends and distributions paid | (47,961,000) | |
Net cash provided by financing activities | 230,891,000 | 119,418,000 |
Net increase in cash and cash equivalents | 14,113,000 | 16,909,000 |
Cash and cash equivalents at beginning of period | 15,612,000 | 7,746,000 |
Cash and cash equivalents at end of period | $ 29,725,000 | $ 24,655,000 |
Description of Business and Pre
Description of Business and Presentation of Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Presentation of Financial Statements | 1. Description of Business and Presentation of Financial Statements InfraREIT, Inc. is a Maryland corporation and the surviving corporation of a merger (Merger) with InfraREIT, L.L.C., a Delaware limited liability company, completed on February 4, 2015 in connection with the initial public offering (IPO) of InfraREIT, Inc. As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise or except as otherwise noted, the words “Company,” “InfraREIT,” “we,” “our” and “us” refer to InfraREIT, L.L.C., before giving effect to the Merger, and InfraREIT, Inc., after giving effect to the Merger, as the context requires, and also refer to the registrant’s subsidiaries, including InfraREIT Partners, LP (Operating Partnership or InfraREIT LP), a Delaware limited partnership. The Merger was accounted for as a reverse acquisition, which means for accounting purposes we treated the assets and liabilities of InfraREIT, Inc. as assumed and incorporated with the assets and liabilities of InfraREIT, L.L.C. The main assets and liabilities assumed were marketable securities of $1.1 million and a note payable of $1.0 million. The marketable securities were sold during February 2015 for $1.1 million resulting in a realized gain of $0.1 million which is recorded in other income (expense), net in the Consolidated Statements of Operations. Additionally, the note payable and associated interest were paid in full in February 2015. We hold 71.9% of the outstanding partnership units (OP Units) in the Operating Partnership as of September 30, 2015 and are its general partner. We include the accounts of the Operating Partnership and its subsidiaries in our consolidated financial statements. MC Transmission Holdings, Inc. (MC Transmission), which is a subsidiary of Marubeni Corporation (Marubeni), seven members of our board of directors and affiliates of Hunt Consolidated, Inc. (HCI) hold the other 28.1% of the outstanding OP Units as of September 30, 2015. Description of Business We are the owners of electric transmission and distribution assets (T&D assets) located in the Texas Panhandle near Amarillo (Panhandle assets), the Permian Basin in and around Stanton, Central Texas around Brady, Northeast Texas in and around Celeste (S/B/C assets) and South Texas near McAllen (McAllen assets). InfraREIT, L.L.C. elected to be treated as a real estate investment trust (REIT) for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2010, and InfraREIT, Inc. will elect to be taxed as a REIT commencing with the taxable year ending December 31, 2015. We are externally managed and advised by Hunt Utility Services, LLC (Hunt Manager), which is responsible for overseeing our day-to-day affairs, subject to the oversight of our board of directors. Initial Public Offering and Reorganization We completed our IPO on February 4, 2015, issuing 23,000,000 shares of common stock at a price of $23.00, resulting in gross proceeds of $529.0 million. Immediately after the closing of our IPO, we completed the Merger, with InfraREIT, L.L.C. merging with and into InfraREIT, Inc., and InfraREIT, Inc. as the surviving entity and general partner of the Operating Partnership. InfraREIT, Inc. used $172.4 million of the net proceeds from the IPO to fund the cash portion of the consideration issued in the Merger, as described in greater detail below. We contributed the remaining $323.2 million to the Operating Partnership in exchange for common OP Units (Common OP Units). The Operating Partnership used the net proceeds from the IPO that it received from InfraREIT, Inc.: · to repay an aggregate of $1.0 million of indebtedness to HCI; · to repay an aggregate of $72.0 million of indebtedness outstanding under the Operating Partnership’s revolving credit facility and $150.0 million of indebtedness outstanding under Sharyland Distribution & Transmission Services, L.L.C.’s (SDTS) revolving credit facility; · to pay offering expenses (other than the underwriting discounts and commissions and the underwriter structuring fee) of $6.3 million; and · for general corporate purposes. The following bullets describe the Merger and related transactions we effected in the first quarter of 2015 (collectively, the Reorganization). · On January 29, 2015, the Operating Partnership effected a reverse unit split whereby each holder of OP Units received 0.938550 OP Units of the same class in exchange for each such unit it held immediately prior to such time, which is referred to as the unit split. Also, on January 29, 2015, InfraREIT, L.L.C. effected a reverse share split whereby each holder of shares received 0.938550 shares of the same class in exchange for each such share it held immediately prior to such time, which is referred to as the share split. All references to unit, share, per unit and per share amounts in these unaudited consolidated financial statements and related disclosures have been adjusted to reflect the reverse share split and reverse unit split for all periods presented. · On January 29, 2015, InfraREIT, Inc. issued 1,700,000 shares of common stock to Hunt-InfraREIT, L.L.C. (Hunt-InfraREIT) as a non-cash reorganization advisory fee in accordance with the structuring fee agreement, resulting in our recognition of a $44.9 million non-cash expense in the first quarter of 2015. · On February 4, 2015, the Operating Partnership issued 1,700,000 OP Units to InfraREIT, Inc. in respect of the structuring fee issuance of 1,700,000 shares of InfraREIT, Inc. common stock described immediately above. · On February 4, 2015, the Operating Partnership issued an aggregate of 28,000 of its profit interest partnership units (LTIP Units) to seven of our directors. · On February 4, 2015, the Operating Partnership issued 983,814 Common OP Units to Hunt-InfraREIT in settlement of the Operating Partnership’s obligation to issue OP Units to Hunt-InfraREIT related to the construction of transmission assets in the Texas Panhandle and Southern Plains (CREZ Project). · On February 4, 2015, the Operating Partnership issued Hunt-InfraREIT 1,167,287 Common OP Units as an accelerated payment of a portion of the carried interest agreed to in 2010 in connection with the organization of InfraREIT, L.L.C. To effect the shift in ownership from the pre-IPO investors to Hunt-InfraREIT, an equal number of OP Units held by InfraREIT, L.L.C. in the Operating Partnership were canceled at the same time. · On February 4, 2015, as a result of the Merger, (1) holders of 8,000,000 common shares of InfraREIT, L.L.C. received $21.551 per common share, which was equal to the IPO price less the underwriting discounts and commissions and an underwriting structure fee, (2) holders of the remaining 19,617,755 common shares of InfraREIT, L.L.C. received 19,617,755 shares of InfraREIT, Inc. Class A common stock and (3) holders of 25,145 Class C shares of InfraREIT, L.L.C. received 25,145 shares of InfraREIT, Inc. Class C common stock. · Marubeni, John Hancock Life Insurance Company (U.S.A), Teachers Insurance and Annuity Association of America, OpTrust Infrastructure N.A. Inc. (OpTrust) (collectively, founding investors) each received both cash and stock consideration in the Merger, and all other pre-IPO investors received shares of InfraREIT, Inc. Class A common stock or Class C common stock in the Merger. InfraREIT, L.L.C. gave each other holder of its common shares the opportunity to receive cash consideration in the Merger, and each such holder elected (or was deemed to have elected) to receive shares of Class A common stock under the merger agreement. All holders of InfraREIT, L.L.C.’s Class C common shares, as a separate class, received shares of Class C common stock pursuant to the merger agreement. · On February 4, 2015, InfraREIT, Inc. contributed $323.2 million to the Operating Partnership in exchange for 15,000,000 Common OP Units. · On February 4, 2015, InfraREIT, Inc. issued 1,551,878 shares of common stock to Hunt-InfraREIT in exchange for 1,551,878 OP Units tendered for redemption by Hunt-InfraREIT in accordance with a redemption agreement. · On February 4, 2015, InfraREIT, Inc. purchased 6,242,999 common shares in consideration for the issuance of a promissory note to Westwood Trust in the principal amount of $66.5 million. · Westwood Trust immediately transferred the promissory note to MC Transmission, and, immediately following receipt of the promissory note, MC Transmission purchased 3,325,874 Common OP Units from the Operating Partnership in consideration for the assignment of the promissory note. The promissory note was then transferred to InfraREIT, Inc. in exchange for the redemption of 6,242,999 OP Units held by InfraREIT, Inc. and the subsequent cancellation of such promissory note, resulting in no cash consideration being paid or received pursuant to the purchase from Westwood Trust or the sale of Common OP Units to MC Transmission. · On March 9, 2015, the Operating Partnership issued 2,329,283 Common OP Units to Hunt-InfraREIT, and InfraREIT, Inc. canceled an equal number of shares of Class A common stock and Class C common stock. Each remaining share of Class A common stock and Class C common stock then converted to common stock on a one-for-one basis. This issuance settled InfraREIT, L.L.C.’s pre-IPO investors carried interest obligation agreed to by Hunt-InfraREIT under the investment documents entered into by the parties in 2010. · On March 9, 2015, the 11,264 long-term incentive plan units issued to two of InfraREIT, L.L.C.’s non-voting directors in May 2014 converted on a one-to-one basis to Common OP Units. Limited Partnership Agreement In connection with the Reorganization, we adopted a Second Amended and Restated Limited Partnership Agreement which became effective with the closing of our IPO. Upon completion of the IPO, the Operating Partnership had five types of OP Units outstanding: Common OP Units, Class A OP Units, Class B OP Units, Class C OP Units and LTIP Units. On March 9, 2015, the Operating Partnership issued Common OP Units in exchange for outstanding Class A OP Units and Class C OP Units. Such Common OP Units were allocated among the holders of Class A OP Units and Class C OP Units, and the Class A OP Units, Class B OP Units and Class C OP Units were canceled. Following such allocation, we adopted a Third Amended and Restated Limited Partnership Agreement that eliminated the provisions related to the Reorganization and the description of the Class A OP Units, Class B OP Units and Class C OP Units; however, it continues to allow amendments to authorize and issue additional classes of OP Units in the future. Basis of Presentation The accompanying unaudited interim consolidated financial statements of InfraREIT, Inc. include our accounts and the accounts of all other entities in which we have a controlling financial interest with noncontrolling interest of consolidated subsidiaries reported separately. This Quarterly Report on Form 10-Q presents the operating results of InfraREIT, L.L.C. for the three and nine months ended September 30, 2014 and the InfraREIT, L.L.C. balance sheet as of December 31, 2014. Our operating results for the three and nine months ended September 30, 2015 reflect the operations of InfraREIT, L.L.C. prior to the effectiveness of the Merger, and the operations of InfraREIT, Inc. for the period from the Merger through September 30, 2015, and our balance sheet as of September 30, 2015 is the balance sheet of InfraREIT, Inc. These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The Consolidated Balance Sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 18, 2015. Recently Issued Accounting Pronouncements In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 2 . Related Party Transactions Our subsidiaries are parties to several lease agreements with Sharyland Utilities, L.P. (Sharyland or tenant), through which we lease our T&D assets to Sharyland. Under the leases we have agreed to fund capital expenditures for footprint projects. Our leases define “footprint projects” to be transmission or distribution projects primarily situated within our distribution service territory, or that physically hang from our existing transmission assets. We earned lease revenues under these agreements of $41.5 million and $39.3 million from Sharyland during the three months ended September 30, 2015 and 2014, respectively. We earned $100.3 million and $89.4 million from Sharyland during the nine months ended September 30, 2015 and 2014, respectively. In connection with our leases with Sharyland, we recorded a deferred rent liability of $13.5 million and $5.0 million as of September 30, 2015 and December 31, 2014, respectively, which is included in accounts payable and accrued liabilities on the Consolidated Balance Sheets. We and Sharyland also make payments to each other under the leases that primarily consist of payments to reimburse Sharyland for the costs of gross plant and equipment added to our T&D assets. For the nine months ended September 30, 2015 and 2014, the net amount of the payments we made to Sharyland was $170.8 million and $148.4 million, respectively. As of September 30, 2015 and December 31, 2014, accounts payable and accrued liabilities on the Consolidated Balance Sheets included $11.9 million and $16.1 million, respectively, related to amounts owed to Sharyland. As of September 30, 2015 and December 31, 2014, amounts due from affiliates on the Consolidated Balance Sheets included $21.6 million and $27.8 million, respectively, related to amounts owed by Sharyland associated with our leases. Our management fee paid to Hunt Manager for the nine months ended September 30, 2015 and 2014 was $9.1 million and $7.5 million, respectively. As of September 30, 2015 and December 31, 2014, there were no prepaid or accrued amounts associated with management fees on the Consolidated Balance Sheets. Additionally, during the nine months ended September 30, 2015 and 2014, we paid Hunt Manager $0.3 million and $0.2 million, respectively, for reimbursement of annual software license and maintenance fees and other expenses in accordance with our management agreement. Our current management agreement with Hunt Manager, which was effective February 4, 2015, provided for an annual base fee, or management fee, of $10.0 million through April 1, 2015. Effective as of April 1, 2015, the annual base fee was adjusted to $13.1 million annually through March 31, 2016. The base fee for each twelve month period beginning April 1 thereafter will equal 1.50% of our total equity as of December 31 of the immediately preceding year, subject to a $30.0 million cap. The term of the management agreement expires December 31, 2019, and will automatically renew for successive five-year terms unless a majority of our independent directors decides to terminate the agreement. In connection with the organization of InfraREIT, L.L.C. in November 2010, the Operating Partnership agreed to issue deemed capital credits and Class A OP Units to Hunt-InfraREIT with respect to certain development projects. The amount of the capital account credits the Operating Partnership was required to issue equaled 5% of our capital expenditures on these projects, including allowance for funds used during construction (AFUDC). The number of Class A OP Units the Operating Partnership was required to issue equaled the amount of the capital account credit divided by $10.65. During the nine months ended September 30, 2014, the Operating Partnership issued approximately 102,927 Class A OP Units, and on January 1, 2015, the Operating Partnership issued an additional 17,600 Class A OP Units to Hunt-InfraREIT. Following the consummation of our IPO, the Operating Partnership no longer has the obligation to issue deemed capital credits and related equity to Hunt-InfraREIT. We recorded these capital account credits as asset acquisition costs included as part of the capital project in our construction work in progress (CWIP) balance. InfraREIT LP also issued deemed capital and equity in connection with its CREZ Project. For further information, see Note 11, Contingent Consideration Prior to our IPO, we and one of our stockholders were parties to a secondee agreement under which employees of the stockholder provided services to us for a secondment fee. We incurred costs associated with secondment fees of less than $0.1 million during the nine months ended September 30, 2014. We have not and will not incur any fees associated with this agreement in 2015. These fees are included in general and administrative expense in the Consolidated Statements of Operations. As of September 30, 2015 and December 31, 2014, there were no amounts owed to the member included in accounts payable and accrued liabilities on the Consolidated Balance Sheets related to the secondee agreement. As a result of our IPO, the secondee agreement terminated. In connection with the IPO, Reorganization and related transactions, we incurred an aggregate of $5.0 million of legal fees, a portion of which was paid to reimburse Hunt Consolidated, Inc. and its subsidiaries (collectively, Hunt), the founding investors and independent directors for legal expenses they incurred in connection with such transactions. This legal expense reimbursement relates to the fees and expenses of outside counsel incurred by those parties and was negotiated separately from the reorganization advisory fee that we paid to Hunt-InfraREIT in connection with the reorganization advisory services provided in connection with the IPO. For further information on additional related party transactions we entered into as a result of the Reorganization, see the caption Initial Public Offering and Reorganization Description of Business and Presentation of Financial Statements On November 20, 2014, InfraREIT, Inc. borrowed $1.0 million from HCI pursuant to a promissory note. The note accrued interest at 2.5% per year and was due on November 1, 2015. This note and accrued interest were repaid in February 2015 with proceeds from our IPO for a total of $1.0 million. On January 15, 2015, we sold assets related to the Cross Valley transmission line (Cross Valley) and the Golden Spread Electric Coop (GSEC) interconnection projects to Hunt for a total purchase price of $41.2 million. For further information, see Note 3, Assets Held for Sale |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2015 | |
Assets Held For Sale Not Part Of Disposal Group [Abstract] | |
Assets Held For Sale Not Part of Disposal Group Disclosure | 3 . Assets Held for Sale In October 2014, InfraREIT, L.L.C.’s board of directors approved a plan to sell the assets related to the Cross Valley and GSEC interconnection projects. As of December 31, 2014, these assets were classified as assets held for sale at the lower of historical carrying amount or fair value on the Consolidated Balance Sheets as they met the criteria for “held for sale” accounting as of December 31, 2014. These assets represent labor, materials, AFUDC and various other costs associated with the construction of the Cross Valley and GSEC interconnections projects. The assets of the Cross Valley and GSEC interconnection projects classified as assets held for sale on the Consolidated Balance Sheets were $41.2 million as of December 31, 2014. Since these assets were not placed in service as of December 31, 2014, no depreciation was taken. Effective January 15, 2015, we sold all the assets related to Cross Valley to a newly formed development company owned by Hunt and certain of our founding investors for cash of $34.2 million, which equaled the CWIP of the project on the date of the sale, plus reimbursement of out of pocket expenses associated with the project financing. Also effective January 15, 2015, we sold all the assets related to the GSEC interconnection project to Hunt for cash of $7.0 million, which equaled the CWIP of the project on the date of the sale. In accordance with our development agreement, Hunt will continue to fund the construction of these identified projects and is required to offer them to us at least 90 days before each project is placed in service. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 9 Months Ended |
Sep. 30, 2015 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaids Expenses And Other Current Assets | 4 . Prepaids and Other Current Assets Prepaids and other current assets are as follows: (In thousands) September 30, 2015 December 31, 2014 Offering costs $ — $ 4,397 Prepaid insurance 469 249 Other 388 251 Total prepaids and other current assets $ 857 $ 4,897 Offering costs consisted of costs directly attributable to the registration of our common stock in connection with our IPO. These offering costs, which were netted against our IPO proceeds, equaled $6.3 million in the aggregate, of which $4.4 million were on the Consolidated Balance Sheet at December 31, 2014. |
Electric Plant and Depreciation
Electric Plant and Depreciation | 9 Months Ended |
Sep. 30, 2015 | |
Public Utilities Property Plant And Equipment [Abstract] | |
Electric Plant and Depreciation | 5 . Electric Plant and Depreciation The major classes of electric plant are as follows: (In thousands) September 30, 2015 December 31, 2014 Electric plant: Transmission plant $ 1,073,862 $ 966,560 Distribution plant 439,098 387,329 General plant 15,617 15,018 Total plant in service 1,528,577 1,368,907 CWIP 85,649 41,222 Total electric plant 1,614,226 1,410,129 Accumulated depreciation (244,726 ) (220,101 ) Electric plant held for future use — 37,118 Electric plant, net $ 1,369,500 $ 1,227,146 General plant consists primarily of a warehouse, buildings and associated assets. CWIP relates to various transmission and distribution projects underway. The capitalized amounts of CWIP consist primarily of route development expenditures, labor and materials expenditures, right of way acquisitions, engineering services and legal fees. Electric plant, net includes plant acquisition adjustments of $28.8 million and $28.7 million at September 30, 2015 and December 31, 2014, respectively. Electric plant held for future use included approximately 66 miles of existing transmission lines and two substations located near Stanton, Texas purchased on December 30, 2013 from Southwestern Public Service Company. SDTS holds legal title to the assets and they are subject to a lease with Sharyland. Sharyland will have the responsibility for operating these T&D assets and complying with all applicable regulatory requirements. During August 2015, electric plant held for future use was placed in service and reclassified to transmission plant and began depreciating. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 6 . Goodwill Goodwill represents the excess of costs of an acquired business over the fair value of the assets acquired, less liabilities assumed. We conduct an impairment test of goodwill at least annually. As of September 30, 2015 and December 31, 2014, $138.4 million was recorded as goodwill in the Consolidated Balance Sheets. |
Deferred Assets and Other Regul
Deferred Assets and Other Regulatory Assets, Net | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Finance Costs And Other Regulatory Assets Net [Abstract] | |
Deferred Assets and Other Regulatory Assets, Net | 7 . Deferred Assets and Other Regulatory Assets, net Deferred financing costs primarily consist of costs incurred in connection with the establishment of the InfraREIT LP revolving credit facility and issuance of $25.0 million aggregate principal amount of 8.50% per annum senior notes, see Note 8, Borrowings Under Credit Facilities Long-Term Debt Other regulatory assets consist of deferred financing costs within our regulated entities. 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. Deferred financing costs included in other regulatory assets primarily consist of debt issuance costs incurred in connection with the construction credit agreement entered into by Sharyland Projects, LLC (SPLLC) on June 20, 2011 and refinancing costs incurred in connection with the amended and restated revolving credit facility entered into by SDTS on June 28, 2013. On December 10, 2014, the SDTS credit facility was amended and restated in order to increase the revolving credit facility to a total of $250.0 million revolving credit facility with additional financing costs incurred, see Note 8, Borrowings Under Credit Facilities Long-Term Debt Deferred costs recoverable in future years of $23.8 million at September 30, 2015 and December 31, 2014 represent operating costs incurred from inception of Sharyland through December 31, 2007. We have determined that these costs are probable of recovery through future rates based on orders of the Public Utility Commission of Texas (PUCT) in Sharyland’s prior rate cases and regulatory precedent. Deferred assets and other regulatory assets, net are as follows: September 30, 2015 December 31, 2014 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Deferred financing costs $ 1,292 $ (312 ) $ 980 $ 1,290 $ (143 ) $ 1,147 Other regulatory assets: Deferred financing costs 26,180 (14,960 ) 11,220 25,701 (12,693 ) 13,008 Deferred costs recoverable in future years 23,793 — 23,793 23,793 — 23,793 Deferred financing costs and other regulatory assets, net $ 51,265 $ (15,272 ) $ 35,993 $ 50,784 $ (12,836 ) $ 37,948 |
Borrowings Under Credit Facilit
Borrowings Under Credit Facilities | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Borrowings Under Credit Facilities | 8 . Borrowings Under Credit Facilities InfraREIT LP Revolving Credit Facilities On January 3, 2014, InfraREIT LP entered into a credit agreement, as amended, led by Bank of America, N.A., as administrative agent, which established a revolving credit facility of $130.0 million that included a letter of credit facility. On November 13, 2014, the credit facility was amended to extend the maturity date to March 31, 2015. On December 10, 2014, the credit facility was repaid and terminated using proceeds from InfraREIT LP’s new $75.0 million credit facility and SDTS’s amended credit agreement entered into on December 10, 2014, as discussed below. On December 10, 2014, InfraREIT LP entered into a new $75.0 million revolving credit facility, led by Bank of America, N.A., as administrative agent, with up to $15.0 million available for issuance of letters of credit and a maturity date of December 10, 2019. The revolving credit facility is secured by substantially all of the assets of InfraREIT LP. In addition, Transmission and Distribution Company, LLC (TDC) guarantees the revolving credit facility and this guarantee is secured by the assets of, and InfraREIT LP’s equity interests in, TDC on the same basis as with TDC’s senior notes described below. Upon consummation of the IPO and Merger, InfraREIT, Inc. became a guarantor under this revolving credit facility. The credit agreement requires InfraREIT LP to comply with coverage ratios on a consolidated basis and contains affirmative and negative covenants, including, but not limited to, limitations on additional debt, liens, investments, mergers, acquisitions, dispositions or entry into any line of business other than the business of the transmission and distribution of electric power and the provision of ancillary services and certain restrictions on the payment of dividends. The credit agreement also contains restrictions on the amount of Sharyland’s indebtedness and other restrictions on, and covenants applicable to, Sharyland. Borrowings and other extensions of credit under the revolving credit facility bear interest, at InfraREIT LP’s election, at a rate equal to (i) the one, two, three or six month London Interbank Offered Rate (LIBOR) plus 2.5%, or (ii) a base rate (equal to the highest of (A) the Federal Funds Rate plus ½ of 1%, (B) the Bank of America prime rate and (C) LIBOR plus 1%) plus 1.5%. Letters of credit are subject to a letter of credit fee equal to the daily amount available to be drawn times 2.5%. InfraREIT LP is also required to pay a commitment fee and other customary fees under the new revolving credit facility. InfraREIT LP may prepay amounts outstanding under the revolving credit facility in whole or in part without premium or penalty. There were no outstanding borrowings or letters of credit under the revolving credit facility at September 30, 2015 and there was $75.0 million borrowing capacity available. At December 31, 2014, $57.0 million of borrowings were outstanding at a 2.66% interest rate and no letters of credit outstanding with $18.0 million of remaining capacity under this revolving credit facility. As of September 30, 2015 and December 31, 2014, InfraREIT LP was in compliance with all debt covenants under this agreement. SDTS Credit Agreements On June 28, 2013, SDTS entered into a second amended and restated credit agreement led by Royal Bank of Canada, as administrative agent, which established a revolving credit facility of $75.0 million that originally matured on June 28, 2018 and included a letter of credit facility. On December 10, 2014, SDTS’s second amended and restated credit agreement was amended and restated in order to, among other things, increase the amount of the revolving credit facility to a total of $250.0 million and extend the maturity date to December 10, 2019. Up to $25.0 million of the revolving credit facility is available for issuance of letters of credit, and up to $5.0 million of the revolving facility is available for swingline loans. On September 28, 2015, SDTS amended its credit agreement and related collateral agreements in order to, among other things, modify the collateral requirements. The credit agreement was previously secured by substantially all of the assets of, and TDC’s equity interests in, SDTS . Long-Term Debt The interest rate for the revolving credit facility is based, at SDTS’s option, at a rate equal to either (1) a base rate, determined as the greatest of (A) the administrative agent’s prime rate, (B) the federal funds effective rate plus ½ of 1% and (C) LIBOR plus 1.00% per annum, plus a margin of either 0.75% or 1.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis or (2) LIBOR plus a margin of either 1.75% or 2.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis. SDTS is also required to pay a commitment fee and other customary fees under its revolving credit facility. SDTS is entitled to prepay amounts outstanding under the revolving credit facility with no prepayment penalty. There were $20.0 million of borrowings outstanding at a 4.00% interest rate with no letters of credit outstanding under the credit agreement at September 30, 2015 and there was $230.0 million of borrowing capacity available. At December 31, 2014, $162.0 million of borrowings were outstanding at a 1.91% interest rate with no letters of credit outstanding and $88.0 million of capacity under this revolving credit facility. As of September 30, 2015 and December 31, 2014, SDTS was in compliance with all debt covenants under this agreement. The revolving credit facilities of InfraREIT LP and SDTS are subject to customary events of default. If an event of default occurs and is continuing, the required lenders may accelerate amounts due under each revolving credit facility (except in the case of a bankruptcy event of default, in which case such amounts will automatically become due and payable). |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instruments [Abstract] | |
Long-Term Debt | 9 . Long-Term Debt Long-term debt consisted of the following: September 30, 2015 December 31, 2014 (In thousands) Current Maturity Date Amount Outstanding Interest Rate Amount Outstanding Interest Rate Senior secured notes - $53.5 million December 30, 2029 $ 44,969 7.25% $ 46,291 7.25% Senior secured notes - $110.0 million September 30, 2030 102,650 6.47% 105,622 6.47% Senior secured notes - $25.0 million December 30, 2020 19,063 8.50% 20,000 8.50% Senior secured notes - $60.0 million June 20, 2018 60,000 5.04% 60,000 5.04% Senior secured credit facilities - $407.0 million June 20, 2018 388,685 2.45%* 397,843 2.42%* Total long-term debt 615,367 629,756 Less current portion of long-term debt (19,531 ) (19,234 ) Debt classified as long-term debt $ 595,836 $ 610,522 * Interest based on LIBOR at September 30, 2015 and December 31, 2014, respectively, plus an applicable margin. Senior Secured Notes – On December 31, 2009, SDTS issued $53.5 million aggregate principal amount of 7.25% per annum senior secured notes to The Prudential Insurance Company of America and affiliates. Principal and interest on the senior secured notes are payable quarterly. On July 13, 2010, in connection with the acquisition of Cap Rock Holding Corporation (Cap Rock), SDTS issued $110.0 million aggregate principal amount of 6.47% per annum senior secured notes to The Prudential Insurance Company of America. Principal and interest on the senior secured notes is payable quarterly. On September 28, 2015, SDTS amended its note purchase agreements and related collateral agreements related to its senior secured notes in order to, among other things, modify the collateral requirements. The senior secured notes were previously collateralized by substantially all of the assets of, and TDC’s equity interests in, SDTS. After the amendment, the senior secured notes are secured by SDTS’s T&D assets, our leases, certain accounts and TDC’s equity interests in SDTS. On July 13, 2010, in connection with the acquisition of Cap Rock, TDC issued $25.0 million aggregate principal amount of 8.50% per annum senior secured notes to The Prudential Insurance Company of America and affiliates. Principal and interest on the senior secured notes are payable quarterly and the senior secured notes are collateralized by the equity interest of TDC and certain accounts of TDC on the same basis as with lenders under InfraREIT LP’s credit facility. SDTS and TDC are entitled to prepay amounts outstanding under the notes, subject to a prepayment penalty equal to the excess of the discounted value of the remaining scheduled payments with respect to such notes over the amount of the prepaid notes. The senior secured notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreements, limitation on liens, investments and the incurrence of additional indebtedness. As of September 30, 2015 and December 31, 2014, SDTS and TDC were in compliance with all debt covenants under these agreements. Senior Secured Credit Facilities - On June 20, 2011, SPLLC entered into a construction term loan agreement consisting of a $667.0 million construction term loan, reduced to $447.0 million on March 8, 2013, syndicated broadly to a group of 14 international banks, and $60.0 million in fixed rate notes issued to The Prudential Insurance Company of America and affiliates. The senior secured credit facility is collateralized by SPLLC’s assets and SDTS’s equity interest in SPLLC. The $447.0 million construction term loan accrued interest at LIBOR plus 2.00%. LIBOR reset at each selected interest period (one, two, three or six months), at SPLLC’s discretion, at the current market rate. The outstanding borrowings under the construction term loan at December 31, 2013 was $396.0 million. On May 16, 2014, the construction term loan outstanding was converted into a term loan with a balance of $407.0 million. After this conversion, interest accrues at LIBOR plus 2.25% for a period of three years, at which point the interest rate will increase to LIBOR plus 2.50%. Interest under the term loan 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. Interest is payable quarterly on the $60.0 million fixed rate notes with the full principal balance due at maturity. The term loan agreement and fixed rate notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreements, limitation on liens, investments and the incurrence of additional indebtedness. SPLLC was in compliance with all debt covenants for the term loan and fixed rate notes as of September 30, 2015 and December 31, 2014. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 10 . Derivative Instruments Interest – During 2011, SPLLC entered into an interest rate swap agreement designated as a cash flow hedge against variable interest rate exposure on a portion of the construction term loan which established a fixed rate on the LIBOR interest rates specified in the SPLLC construction term loan at 0.832% per annum until June 30, 2014. Notional amounts reset on a monthly basis and did not exceed $261.0 million at any given time. There were no notional amounts as of September 30, 2014 as this swap agreement terminated on June 30, 2014. We have not entered into any new derivative instruments since the termination of this swap agreement. This cash flow hedging instrument was 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 instrument was 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 this swap agreement. We reclassified $0.9 million, included in other comprehensive income, during the nine months ended September 30, 2014 to interest expense, net on the Consolidated Statements of Operations. We did not reclassify any amounts related to the swap agreement to interest expense, net during the three months ended September 30, 2014. |
Contingent Consideration
Contingent Consideration | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Contingent Consideration | 11 . Contingent Consideration In connection with our acquisition of InfraREIT LP in 2010, we agreed to contingent consideration in the form of future deemed capital credits in an amount up to $82.5 million to Hunt-InfraREIT. The capital account credits, which were generated pro rata with our cash expenditures on the CREZ Project up to $737.0 million, were issued to Hunt-InfraREIT in the form of Class A OP Units at the agreed upon deemed issue price of $10.65 per unit on the first day of each quarter following the actual expenditures. The future deemed capital credits were determined to be contingent consideration and were assessed a fair value of $78.6 million at the date of acquisition and included as a component of long-term liabilities in the Consolidated Balance Sheets. As of December 31, 2014, InfraREIT LP had issued, as described above, approximately 6.7 million of Class A OP Units to Hunt-InfraREIT. During the first quarter of 2015, the following transactions occurred: · On January 1, 2015, InfraREIT LP issued 53,246 Class A OP Units to Hunt-InfraREIT. · On February 4, 2015, in connection with the Reorganization, InfraREIT LP issued Hunt-InfraREIT 983,418 Common OP Units in full settlement of InfraREIT LP’s contingent consideration obligation. We recognized $0.2 million and $1.1 million as expense due to changes in fair value of our contingent consideration in accordance with the acquisition agreement during the three and nine months ended September 30, 2014, respectively. This expense was recorded as part of other (expense) income, net on the Consolidated Statements of Operations. There was no expense recorded during the three and nine months ended September 30, 2015 related to our contingent consideration. As of December 31, 2014, $27.4 million was recorded as a current liability in the form of contingent consideration in the Consolidated Balance Sheets. As of September 30, 2015, no such liability was recorded as the contingent consideration was fully settled. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 12. Fair Value of Financial Instruments The carrying amounts of our cash and cash equivalents, restricted cash, due from affiliates and accounts payable approximate fair value due to the short-term nature of these assets and liabilities. Our derivative contracts consisted of cash flow hedging instruments which are not traded on a public exchange. The fair values of the cash flow hedging instrument contracts were determined using discounted cash flow techniques. The techniques incorporated Level 2 inputs and quotes from the counterparty to the interest rate swap contract. These market inputs were utilized in a discounted cash flow calculation considering the cash flow hedging instrument term, credit risk, notional amount and discount rate and were classified as Level 2 in the fair value hierarchy. As of September 30, 2015 and December 31, 2014, we had $388.7 million and $397.8 million, respectively, of borrowings under the construction term loan which accrued interest under floating interest rate structures. Accordingly, the carrying value of such indebtedness approximated fair value for the amounts outstanding. We also had borrowings totaling $226.7 million and $231.9 million under senior secured notes with a weighted average interest rate of 6.41% and 6.43% per annum as of September 30, 2015 and December 31, 2014, respectively. The fair value of these borrowings is estimated using discounted cash flow analysis based on current market rates. We assessed the fair market value of our contingent consideration associated with the acquisition of InfraREIT LP using observable Level 2 inputs at December 31, 2014. Financial instruments, measured at fair value, by level within the fair value hierarchy were as follows: Carrying Fair Value (In thousands) Value Level 1 Level 2 Level 3 September 30, 2015 Long-term debt $ 615,367 $ — $ 646,893 $ — December 31, 2014 Long-term debt $ 629,756 $ — $ 658,306 $ — Contingent consideration - long-term 27,378 — 27,378 — |
Regulatory Liability
Regulatory Liability | 9 Months Ended |
Sep. 30, 2015 | |
Regulatory Assets And Liabilities Disclosure [Abstract] | |
Regulatory Liability | 13. Regulatory Liability Our regulatory liability is established through our depreciation rates related to cost of removal and represents amounts that we expect to incur in the future. As of September 30, 2015 and December 31, 2014, we recorded on the Consolidated Balance Sheets as a long-term liability $8.5 million and $1.2 million, respectively, net of actual removal costs incurred. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 4 . Commitments and Contingencies The amounts reported as regulatory assets as of September 30, 2015 and December 31, 2014 are subject to the review by the PUCT and as with all utility assets may change at a later date based on that review, see Note 7, Deferred Assets and Other Regulatory Assets, net We are not a party to any legal proceedings other than legal proceedings arising in the ordinary course of business. We do not believe the resolution of these proceedings, individually or in the aggregate, will have a material impact on our business, financial condition or results of operations, liquidity and cash flows. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity | 15. Equity On January 12, 2015, InfraREIT, Inc. amended its charter to increase the number of authorized common shares from 3,000 to 450,000,000. In addition, the par value of our common stock was reduced from $1 per share to $0.01 per share. Both the authorized number of shares of common stock and the par value were unaffected by the Merger or Reorganization. On September 3, 2015, our board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, Inc., on September 30, 2015 of $0.225 per unit for a total distribution of $13.6 million ($9.8 million to InfraREIT, Inc.). Also, on September 3, 2015, our board of directors approved a cash dividend to shareholders of record on September 30, 2015 of $0.225 per share for a total of $9.8 million. The cash distribution and cash dividend were paid on October 22, 2015. On June 5, 2015, our board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, Inc., on June 30, 2015 of $0.225 per unit for a total distribution of $13.6 million ($9.8 million to InfraREIT, Inc.). Also, on June 5, 2015, our board of directors approved a cash dividend to shareholders of record on June 30, 2015 of $0.225 per share for a total of $9.8 million. The cash distribution and cash dividend were paid on July 23, 2015. On March 6, 2015, our board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, Inc., on March 31, 2015 of $0.14 per unit for a total distribution of $8.5 million ($6.1 million to InfraREIT, Inc.). Also, on March 6, 2015, our board of directors approved a cash dividend to shareholders of record on March 31, 2015 of $0.14 per share for a total of $6.1 million. The cash distribution and cash dividend were paid on April 23, 2015. On January 13, 2015, InfraREIT, L.L.C.’s board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, L.L.C., on January 20, 2015 of $0.26 per unit for a total distribution of $11.7 million ($9.0 million to InfraREIT, L.L.C.). Also, on January 13, 2015, InfraREIT, L.L.C.’s board of directors approved a cash dividend to shareholders of record on January 20, 2015 of $0.26 per share for a total of $9.0 million. The cash distribution and cash dividend were paid on January 29, 2015. On December 18, 2014, InfraREIT, L.L.C.’s board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, L.L.C., on December 18, 2014 of $0.31 per unit for a total distribution of $14.1 million ($10.8 million to InfraREIT, L.L.C.). Also on December 18, 2014, InfraREIT, L.L.C.’s board of directors approved a cash dividend to shareholders of record on December 18, 2014 of $0.31 per share for a total of $10.8 million. The cash distribution and cash dividend were paid on January 16, 2015. For federal income tax purposes, this dividend was classified as ordinary income. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | 16. Accumulated Other Comprehensive Loss There were no changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2015 or the three months ended September 30, 2014. Changes in accumulated other comprehensive loss for the nine months ended September 30, 2014 associated with the interest rate swap designated as a cash flow hedge were as follows: (In thousands) Accumulated Other Comprehensive Loss Attributable to InfraREIT, Inc. Accumulated Other Comprehensive Loss Attributable to Noncontrolling Interest Total Accumulated Other Comprehensive Loss Nine Months Ended September 30, 2014 Other comprehensive loss before reclassifications $ (77 ) $ 28 $ (49 ) Amounts reclassified from accumulated other comprehensive loss 687 206 893 Net period other comprehensive loss $ 610 $ 234 $ 844 |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 17. Noncontrolling Interest We present as a noncontrolling interest the portion of any equity in entities that we control and consolidate but do not own. Generally, Common OP Units participate in net income allocations and distributions and entitle their holder the right, subject to the terms set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the Common OP Units held by such limited partner. At our option, we may satisfy this redemption with cash or by exchanging shares of InfraREIT, Inc. common stock on a one-for-one basis. Prior to the cancellation of all outstanding Class A OP Units, these units also participated in net income allocations and distributions and had the same redemption rights. As of September 30, 2015 and December 31, 2014, there were a total of 17.0 million and 10.7 million OP Units, respectively, held by the limited partners of the Operating Partnership. On May 1, 2014, the limited partnership agreement of InfraREIT LP was amended in order to incorporate a long-term incentive plan and InfraREIT LP issued related OP Units (pre-IPO LTIP Units) to independent non-voting members of the InfraREIT, L.L.C. board of directors as part of their compensation, which were fully vested upon grant. During the first quarter of 2015, an aggregate of 28,000 LTIP Units were issued by the Operating Partnership to seven of our directors which included a one year vesting period. We recognized $0.2 million and $0.5 million of compensation expense as general and administrative expense in the Consolidated Statements of Operations during the three and nine months ended September 30, 2015, respectively. During May 2014, 11,264 pre-IPO LTIP Units were issued with an aggregate value of $0.1 million with $0.1 million of compensation expense recognized as general and administrative expense during the nine months ended September 30, 2014. There was no compensation expense recognized during the three months ended September 30, 2014. We follow the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, we have determined that the Common OP Units meet the requirements to be classified as permanent equity. During the nine months ended September 30, 2015, we did not redeem any OP Units other than, in connection with the Reorganization: (i) 1,551,878 Class A OP Units held by Hunt-InfraREIT, which were exchanged with InfraREIT, Inc. for 1,551,878 shares of common stock of InfraREIT, Inc. and (ii) 6,242,999 Class A OP Units in exchange for the assignment of a promissory note in the principal amount of $66.5 million. The Operating Partnership did not redeem any OP Units during the nine months ended September 30, 2014. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 18. Earnings Per Share Basic earnings per share is calculated by dividing net earnings after noncontrolling interest by the weighted average shares outstanding. Diluted earnings per share is calculated similarly, except that it includes the dilutive effect of the assumed redemption of OP Units for shares of common stock of InfraREIT, Inc. or common shares of InfraREIT, L.L.C., as applicable, if such redemption were dilutive. The redemption of OP Units would have been anti-dilutive during the three and nine months ended September 30, 2015 and 2014. Earnings per share are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2015 2014 2015 2014 Basic net income per share: Net income (loss) attributable to InfraREIT, Inc. $ 13,972 $ 11,894 $ (6,539 ) $ 19,974 Weighted average common shares outstanding 43,565 35,053 42,787 35,053 Basic net income (loss) per share $ 0.32 $ 0.34 $ (0.15 ) $ 0.57 Diluted net income per share: Net income (loss) attributable to InfraREIT, Inc. $ 13,972 $ 11,894 $ (6,539 ) $ 19,974 Weighted average common shares outstanding 43,565 35,053 42,787 35,053 Redemption of operating partnership units — — — — Weighted average dilutive shares outstanding 43,565 35,053 42,787 35,053 Diluted net income (loss) per share $ 0.32 $ 0.34 $ (0.15 ) $ 0.57 Due to the anti-dilutive effect, the computation of diluted earnings per share does not reflect the following adjustments: Net income (loss) attributable to noncontrolling interest $ 5,458 $ 3,621 $ (1,061 ) $ 6,046 Redemption of operating partnership units 17,028 10,656 15,964 10,546 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Leases | 19. Leases The following table shows the composition of our lease revenue: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Base rent (straight-line) $ 31,253 $ 27,020 $ 90,083 $ 76,399 Percentage rent 10,199 12,289 10,199 12,972 Total lease revenue $ 41,452 $ 39,309 $ 100,282 $ 89,371 SDTS and SPLLC have entered into various leases with Sharyland for all of our placed in service T&D assets. The master lease agreements, as amended, expire at various dates from December 31, 2015 through December 31, 2022. Each agreement includes annual base rent while all but one agreement includes additional percentage rent (based on an agreed upon percentage of the gross revenue of Sharyland, as defined in the lease agreements, in excess of annual specified breakpoints). The rate used for percentage rent varies by lease and ranges from a high of 37% to a low of 23% over the term of the agreements. Because an annual specified breakpoint must be met under our leases before we can recognize any percentage rent, we anticipate our revenue will grow over the year with little to no percentage rent recognized in the first and second quarters of each year with the largest amounts recognized during the third and fourth quarters of each year. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 20. Supplemental Cash Flow Information Supplemental cash flow information and non-cash investing and financing activities are as follows: Nine Months Ended September 30, (In thousands) 2015 2014 Supplemental cash flow information Cash paid during the period for interest $ 20,022 $ 22,367 Cash paid during the period for taxes — 75 Non-cash investing and financing activities Non-cash right of way additions to electric plant — 337 Change in accrued additions to electric plant 4,387 31,421 Allowance for funds used during construction - debt 1,312 1,197 Net non-cash equity issuances related to the Merger and Reorganization 97,193 — Net non-cash noncontrolling equity issuances related to the Merger and Reorganization 119,607 — Non-cash noncontrolling interests equity issuance 755 4,590 Dividends and distributions payable 13,634 — |
Description of Business and P28
Description of Business and Presentation of Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Description of Business We are the owners of electric transmission and distribution assets (T&D assets) located in the Texas Panhandle near Amarillo (Panhandle assets), the Permian Basin in and around Stanton, Central Texas around Brady, Northeast Texas in and around Celeste (S/B/C assets) and South Texas near McAllen (McAllen assets). InfraREIT, L.L.C. elected to be treated as a real estate investment trust (REIT) for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2010, and InfraREIT, Inc. will elect to be taxed as a REIT commencing with the taxable year ending December 31, 2015. We are externally managed and advised by Hunt Utility Services, LLC (Hunt Manager), which is responsible for overseeing our day-to-day affairs, subject to the oversight of our board of directors. |
Initial Public Offering and Reorganization | Initial Public Offering and Reorganization We completed our IPO on February 4, 2015, issuing 23,000,000 shares of common stock at a price of $23.00, resulting in gross proceeds of $529.0 million. Immediately after the closing of our IPO, we completed the Merger, with InfraREIT, L.L.C. merging with and into InfraREIT, Inc., and InfraREIT, Inc. as the surviving entity and general partner of the Operating Partnership. InfraREIT, Inc. used $172.4 million of the net proceeds from the IPO to fund the cash portion of the consideration issued in the Merger, as described in greater detail below. We contributed the remaining $323.2 million to the Operating Partnership in exchange for common OP Units (Common OP Units). The Operating Partnership used the net proceeds from the IPO that it received from InfraREIT, Inc.: · to repay an aggregate of $1.0 million of indebtedness to HCI; · to repay an aggregate of $72.0 million of indebtedness outstanding under the Operating Partnership’s revolving credit facility and $150.0 million of indebtedness outstanding under Sharyland Distribution & Transmission Services, L.L.C.’s (SDTS) revolving credit facility; · to pay offering expenses (other than the underwriting discounts and commissions and the underwriter structuring fee) of $6.3 million; and · for general corporate purposes. The following bullets describe the Merger and related transactions we effected in the first quarter of 2015 (collectively, the Reorganization). · On January 29, 2015, the Operating Partnership effected a reverse unit split whereby each holder of OP Units received 0.938550 OP Units of the same class in exchange for each such unit it held immediately prior to such time, which is referred to as the unit split. Also, on January 29, 2015, InfraREIT, L.L.C. effected a reverse share split whereby each holder of shares received 0.938550 shares of the same class in exchange for each such share it held immediately prior to such time, which is referred to as the share split. All references to unit, share, per unit and per share amounts in these unaudited consolidated financial statements and related disclosures have been adjusted to reflect the reverse share split and reverse unit split for all periods presented. · On January 29, 2015, InfraREIT, Inc. issued 1,700,000 shares of common stock to Hunt-InfraREIT, L.L.C. (Hunt-InfraREIT) as a non-cash reorganization advisory fee in accordance with the structuring fee agreement, resulting in our recognition of a $44.9 million non-cash expense in the first quarter of 2015. · On February 4, 2015, the Operating Partnership issued 1,700,000 OP Units to InfraREIT, Inc. in respect of the structuring fee issuance of 1,700,000 shares of InfraREIT, Inc. common stock described immediately above. · On February 4, 2015, the Operating Partnership issued an aggregate of 28,000 of its profit interest partnership units (LTIP Units) to seven of our directors. · On February 4, 2015, the Operating Partnership issued 983,814 Common OP Units to Hunt-InfraREIT in settlement of the Operating Partnership’s obligation to issue OP Units to Hunt-InfraREIT related to the construction of transmission assets in the Texas Panhandle and Southern Plains (CREZ Project). · On February 4, 2015, the Operating Partnership issued Hunt-InfraREIT 1,167,287 Common OP Units as an accelerated payment of a portion of the carried interest agreed to in 2010 in connection with the organization of InfraREIT, L.L.C. To effect the shift in ownership from the pre-IPO investors to Hunt-InfraREIT, an equal number of OP Units held by InfraREIT, L.L.C. in the Operating Partnership were canceled at the same time. · On February 4, 2015, as a result of the Merger, (1) holders of 8,000,000 common shares of InfraREIT, L.L.C. received $21.551 per common share, which was equal to the IPO price less the underwriting discounts and commissions and an underwriting structure fee, (2) holders of the remaining 19,617,755 common shares of InfraREIT, L.L.C. received 19,617,755 shares of InfraREIT, Inc. Class A common stock and (3) holders of 25,145 Class C shares of InfraREIT, L.L.C. received 25,145 shares of InfraREIT, Inc. Class C common stock. · Marubeni, John Hancock Life Insurance Company (U.S.A), Teachers Insurance and Annuity Association of America, OpTrust Infrastructure N.A. Inc. (OpTrust) (collectively, founding investors) each received both cash and stock consideration in the Merger, and all other pre-IPO investors received shares of InfraREIT, Inc. Class A common stock or Class C common stock in the Merger. InfraREIT, L.L.C. gave each other holder of its common shares the opportunity to receive cash consideration in the Merger, and each such holder elected (or was deemed to have elected) to receive shares of Class A common stock under the merger agreement. All holders of InfraREIT, L.L.C.’s Class C common shares, as a separate class, received shares of Class C common stock pursuant to the merger agreement. · On February 4, 2015, InfraREIT, Inc. contributed $323.2 million to the Operating Partnership in exchange for 15,000,000 Common OP Units. · On February 4, 2015, InfraREIT, Inc. issued 1,551,878 shares of common stock to Hunt-InfraREIT in exchange for 1,551,878 OP Units tendered for redemption by Hunt-InfraREIT in accordance with a redemption agreement. · On February 4, 2015, InfraREIT, Inc. purchased 6,242,999 common shares in consideration for the issuance of a promissory note to Westwood Trust in the principal amount of $66.5 million. · Westwood Trust immediately transferred the promissory note to MC Transmission, and, immediately following receipt of the promissory note, MC Transmission purchased 3,325,874 Common OP Units from the Operating Partnership in consideration for the assignment of the promissory note. The promissory note was then transferred to InfraREIT, Inc. in exchange for the redemption of 6,242,999 OP Units held by InfraREIT, Inc. and the subsequent cancellation of such promissory note, resulting in no cash consideration being paid or received pursuant to the purchase from Westwood Trust or the sale of Common OP Units to MC Transmission. · On March 9, 2015, the Operating Partnership issued 2,329,283 Common OP Units to Hunt-InfraREIT, and InfraREIT, Inc. canceled an equal number of shares of Class A common stock and Class C common stock. Each remaining share of Class A common stock and Class C common stock then converted to common stock on a one-for-one basis. This issuance settled InfraREIT, L.L.C.’s pre-IPO investors carried interest obligation agreed to by Hunt-InfraREIT under the investment documents entered into by the parties in 2010. · On March 9, 2015, the 11,264 long-term incentive plan units issued to two of InfraREIT, L.L.C.’s non-voting directors in May 2014 converted on a one-to-one basis to Common OP Units. |
Limited Partnership Agreement | Limited Partnership Agreement In connection with the Reorganization, we adopted a Second Amended and Restated Limited Partnership Agreement which became effective with the closing of our IPO. Upon completion of the IPO, the Operating Partnership had five types of OP Units outstanding: Common OP Units, Class A OP Units, Class B OP Units, Class C OP Units and LTIP Units. On March 9, 2015, the Operating Partnership issued Common OP Units in exchange for outstanding Class A OP Units and Class C OP Units. Such Common OP Units were allocated among the holders of Class A OP Units and Class C OP Units, and the Class A OP Units, Class B OP Units and Class C OP Units were canceled. Following such allocation, we adopted a Third Amended and Restated Limited Partnership Agreement that eliminated the provisions related to the Reorganization and the description of the Class A OP Units, Class B OP Units and Class C OP Units; however, it continues to allow amendments to authorize and issue additional classes of OP Units in the future. |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements of InfraREIT, Inc. include our accounts and the accounts of all other entities in which we have a controlling financial interest with noncontrolling interest of consolidated subsidiaries reported separately. This Quarterly Report on Form 10-Q presents the operating results of InfraREIT, L.L.C. for the three and nine months ended September 30, 2014 and the InfraREIT, L.L.C. balance sheet as of December 31, 2014. Our operating results for the three and nine months ended September 30, 2015 reflect the operations of InfraREIT, L.L.C. prior to the effectiveness of the Merger, and the operations of InfraREIT, Inc. for the period from the Merger through September 30, 2015, and our balance sheet as of September 30, 2015 is the balance sheet of InfraREIT, Inc. These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The Consolidated Balance Sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 18, 2015. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments |
Prepaids and Other Current As29
Prepaids and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule Of Prepaid Expenses And Other Current Assets | Prepaids and other current assets are as follows: (In thousands) September 30, 2015 December 31, 2014 Offering costs $ — $ 4,397 Prepaid insurance 469 249 Other 388 251 Total prepaids and other current assets $ 857 $ 4,897 |
Electric Plant and Depreciati30
Electric Plant and Depreciation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Public Utilities Property Plant And Equipment [Abstract] | |
Schedule of Major Classes of Electric Plant | The major classes of electric plant are as follows: (In thousands) September 30, 2015 December 31, 2014 Electric plant: Transmission plant $ 1,073,862 $ 966,560 Distribution plant 439,098 387,329 General plant 15,617 15,018 Total plant in service 1,528,577 1,368,907 CWIP 85,649 41,222 Total electric plant 1,614,226 1,410,129 Accumulated depreciation (244,726 ) (220,101 ) Electric plant held for future use — 37,118 Electric plant, net $ 1,369,500 $ 1,227,146 |
Deferred Assets and Other Reg31
Deferred Assets and Other Regulatory Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Finance Costs And Other Regulatory Assets Net [Abstract] | |
Summary of Deferred Assets and Other Regulatory Assets, Net | Deferred assets and other regulatory assets, net are as follows: September 30, 2015 December 31, 2014 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Deferred financing costs $ 1,292 $ (312 ) $ 980 $ 1,290 $ (143 ) $ 1,147 Other regulatory assets: Deferred financing costs 26,180 (14,960 ) 11,220 25,701 (12,693 ) 13,008 Deferred costs recoverable in future years 23,793 — 23,793 23,793 — 23,793 Deferred financing costs and other regulatory assets, net $ 51,265 $ (15,272 ) $ 35,993 $ 50,784 $ (12,836 ) $ 37,948 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instruments [Abstract] | |
Components of Long-Term Debt | Long-term debt consisted of the following: September 30, 2015 December 31, 2014 (In thousands) Current Maturity Date Amount Outstanding Interest Rate Amount Outstanding Interest Rate Senior secured notes - $53.5 million December 30, 2029 $ 44,969 7.25% $ 46,291 7.25% Senior secured notes - $110.0 million September 30, 2030 102,650 6.47% 105,622 6.47% Senior secured notes - $25.0 million December 30, 2020 19,063 8.50% 20,000 8.50% Senior secured notes - $60.0 million June 20, 2018 60,000 5.04% 60,000 5.04% Senior secured credit facilities - $407.0 million June 20, 2018 388,685 2.45%* 397,843 2.42%* Total long-term debt 615,367 629,756 Less current portion of long-term debt (19,531 ) (19,234 ) Debt classified as long-term debt $ 595,836 $ 610,522 * Interest based on LIBOR at September 30, 2015 and December 31, 2014, respectively, plus an applicable margin. |
Fair Value of Financial Instr33
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured at Fair Value | Financial instruments, measured at fair value, by level within the fair value hierarchy were as follows: Carrying Fair Value (In thousands) Value Level 1 Level 2 Level 3 September 30, 2015 Long-term debt $ 615,367 $ — $ 646,893 $ — December 31, 2014 Long-term debt $ 629,756 $ — $ 658,306 $ — Contingent consideration - long-term 27,378 — 27,378 — |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Loss Associated with the Interest Rate Swap Designated as Cash Flow Hedge | There were no changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2015 or the three months ended September 30, 2014. Changes in accumulated other comprehensive loss for the nine months ended September 30, 2014 associated with the interest rate swap designated as a cash flow hedge were as follows: (In thousands) Accumulated Other Comprehensive Loss Attributable to InfraREIT, Inc. Accumulated Other Comprehensive Loss Attributable to Noncontrolling Interest Total Accumulated Other Comprehensive Loss Nine Months Ended September 30, 2014 Other comprehensive loss before reclassifications $ (77 ) $ 28 $ (49 ) Amounts reclassified from accumulated other comprehensive loss 687 206 893 Net period other comprehensive loss $ 610 $ 234 $ 844 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | Earnings per share are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2015 2014 2015 2014 Basic net income per share: Net income (loss) attributable to InfraREIT, Inc. $ 13,972 $ 11,894 $ (6,539 ) $ 19,974 Weighted average common shares outstanding 43,565 35,053 42,787 35,053 Basic net income (loss) per share $ 0.32 $ 0.34 $ (0.15 ) $ 0.57 Diluted net income per share: Net income (loss) attributable to InfraREIT, Inc. $ 13,972 $ 11,894 $ (6,539 ) $ 19,974 Weighted average common shares outstanding 43,565 35,053 42,787 35,053 Redemption of operating partnership units — — — — Weighted average dilutive shares outstanding 43,565 35,053 42,787 35,053 Diluted net income (loss) per share $ 0.32 $ 0.34 $ (0.15 ) $ 0.57 Due to the anti-dilutive effect, the computation of diluted earnings per share does not reflect the following adjustments: Net income (loss) attributable to noncontrolling interest $ 5,458 $ 3,621 $ (1,061 ) $ 6,046 Redemption of operating partnership units 17,028 10,656 15,964 10,546 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Schedule of Composition of Lease Revenue | The following table shows the composition of our lease revenue: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Base rent (straight-line) $ 31,253 $ 27,020 $ 90,083 $ 76,399 Percentage rent 10,199 12,289 10,199 12,972 Total lease revenue $ 41,452 $ 39,309 $ 100,282 $ 89,371 |
Supplemental Cash Flow Inform37
Supplemental Cash Flow Information(Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information and Non-cash Investing and Financing Activities | Supplemental cash flow information and non-cash investing and financing activities are as follows: Nine Months Ended September 30, (In thousands) 2015 2014 Supplemental cash flow information Cash paid during the period for interest $ 20,022 $ 22,367 Cash paid during the period for taxes — 75 Non-cash investing and financing activities Non-cash right of way additions to electric plant — 337 Change in accrued additions to electric plant 4,387 31,421 Allowance for funds used during construction - debt 1,312 1,197 Net non-cash equity issuances related to the Merger and Reorganization 97,193 — Net non-cash noncontrolling equity issuances related to the Merger and Reorganization 119,607 — Non-cash noncontrolling interests equity issuance 755 4,590 Dividends and distributions payable 13,634 — |
Description of Business and P38
Description of Business and Presentation of Financial Statements - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 09, 2015shares | Feb. 04, 2015USD ($)Director$ / sharesshares | Feb. 28, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($)shares | Jan. 29, 2015shares | Dec. 31, 2014USD ($)shares |
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Business combination, assets assumed, marketable securities | $ | $ 1,100 | ||||||
Business combination, liabilities assumed, notes payable | $ | 1,000 | ||||||
Proceeds from sale of marketable securities | $ | 1,065 | ||||||
Realized gain on sale of marketable securities | $ | $ 66 | ||||||
Percentage of partnership units outstanding | 71.90% | ||||||
Common stock, shares issued under IPO | 43,565,495 | ||||||
Net proceeds from issuance of common stock upon initial public offering | $ | $ 172,400 | $ 493,722 | |||||
Contributed to the operating partnership | $ | $ 323,200 | ||||||
Offering expenses | $ | 6,300 | $ 4,397 | |||||
Non-cash expense | $ | 44,897 | ||||||
Number of directors | Director | 7 | ||||||
Members capital, shares issued | 35,053,186 | ||||||
Westwood Trust | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Shares purchased consideration for promissory note | 6,242,999 | ||||||
Principal amount of shares purchased consideration for promissory note | $ | $ 66,500 | ||||||
Common Class A | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common shares received | 19,617,755 | ||||||
Common Class C | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common shares received | 25,145 | ||||||
LTIP Units | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Operating partnership issued | 28,000 | ||||||
Revolving Credit Facility | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Repayments of outstanding revolving credit facility | $ | 72,000 | ||||||
Sharyland Distribution & Transmission Services | Revolving Credit Facility | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Repayments of outstanding revolving credit facility | $ | $ 150,000 | ||||||
InfraREIT, L.L.C. | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, shares issued under IPO | 1,700,000 | ||||||
Common stock sold under IPO, per share | $ / shares | $ 21.551 | ||||||
Contributed to the operating partnership | $ | $ 323,200 | ||||||
Partners capital received | 8,000,000 | ||||||
Members capital, shares issued | 15,000,000 | ||||||
Common stock conversion basis | one-for-one basis | ||||||
InfraREIT, L.L.C. | Common Class A | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common shares received | 19,617,755 | ||||||
InfraREIT, L.L.C. | Common Class C | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common shares received | 25,145 | ||||||
InfraREIT, L.L.C. | LTIP Units | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common shares received | 11,264 | ||||||
Common stock conversion basis | one-to-one basis | ||||||
InfraREIT, L.L.C. | Operating Partnership Unit | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Reverse share split | 0.938550 | ||||||
Hunt-InfraREIT | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, shares issued under IPO | 1,551,878 | 1,700,000 | |||||
Non-cash expense | $ | $ 44,900 | ||||||
Operating partnership issued | 1,167,287 | ||||||
Common shares received | 2,329,283 | ||||||
Hunt-InfraREIT | CREZ Project | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Operating partnership issued | 983,814 | ||||||
Hunt-InfraREIT | Operating Partnership Unit | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common shares received | 1,551,878 | ||||||
MC Transmission Holdings Inc. | Operating Partnership Unit | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Shares purchased consideration for promissory note | 3,325,874 | ||||||
Initial Public Offering | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Common stock, shares issued under IPO | 23,000,000 | ||||||
Common stock sold under IPO, per share | $ / shares | $ 23 | ||||||
Net proceeds from issuance of common stock upon initial public offering | $ | $ 529,000 | ||||||
Offering expenses | $ | $ 4,400 | ||||||
Hunt Consolidated Incorporation | |||||||
Description Of Business And Presentation Of Financial Statements [Line Items] | |||||||
Percentage of partnership units outstanding | 28.10% | ||||||
Repayments of related party debt | $ | $ 1,000 | $ 1,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Jan. 15, 2015 | Jan. 01, 2015 | Dec. 31, 2014 | Nov. 20, 2014 | |
Related Party Transaction [Line Items] | |||||||||||
Due from affiliates | $ 21,647,000 | $ 21,647,000 | $ 27,822,000 | ||||||||
Prepaid management fee | 0 | 0 | 0 | ||||||||
Accrued management fee | $ 0 | 0 | $ 0 | ||||||||
Members capital, shares issued | 35,053,186 | ||||||||||
Secondment fees | $ 100,000 | ||||||||||
Total purchase price of assets sold | $ 41,211,000 | ||||||||||
Hunt Utility Services L L C | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payment for management fee | 9,100,000 | 7,500,000 | |||||||||
Reimbursement of annual software license and maintenance fees | $ 300,000 | 200,000 | |||||||||
Effective date of management agreement | Feb. 4, 2015 | ||||||||||
Management fee | $ 10,000,000 | ||||||||||
Management agreement expiration date | Dec. 31, 2019 | ||||||||||
Agreement successive renewal terms | 5 years | ||||||||||
Management fee, description | The base fee for each twelve month period beginning April 1 thereafter will equal 1.50% of our total equity as of December 31 of the immediately preceding year, subject to a $30.0 million cap | ||||||||||
Investment management fee equity multiplier | 1.50% | 1.50% | |||||||||
Management fee cap | $ 30,000,000 | $ 30,000,000 | |||||||||
Hunt Utility Services L L C | Scenario, Forecast | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fee | $ 13,100,000 | ||||||||||
Hunt Consolidated, Inc. and affiliates | Cross Valley and GSEC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Total purchase price of assets sold | $ 41,200,000 | ||||||||||
Sharyland | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lease revenue from related party | 41,500,000 | $ 39,300,000 | 100,300,000 | 89,400,000 | |||||||
Deferred rent liability | 13,500,000 | 13,500,000 | 5,000,000 | ||||||||
Payments to acquire plant, and equipment | 170,800,000 | $ 148,400,000 | |||||||||
Accounts payable and accrued liabilities | $ 11,900,000 | $ 11,900,000 | $ 16,100,000 | ||||||||
Hunt-InfraREIT | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of capital expenditure agreed to issue upon operating partnership units | 5.00% | ||||||||||
Hunt-InfraREIT | Class A OP Units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued price per share | $ 10.65 | $ 10.65 | |||||||||
Members capital, shares issued | 102,927 | 102,927 | 17,600 | ||||||||
Hunt And Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Aggregate legal fees | $ 5,000,000 | ||||||||||
Hunt Consolidated Incorporation | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Borrowings from related parties | $ 1,000,000 | ||||||||||
Accrued interest bearing note | 2.50% | ||||||||||
Interest bearing note, maturity date | Nov. 1, 2015 | ||||||||||
Interest bearing note, maturity date, description | This note and accrued interest were repaid in February 2015 with proceeds from our IPO for a total of $1.0 million | ||||||||||
Repayments of related party debt | $ 1,000,000 | $ 1,000,000 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Jan. 15, 2015 | |
Income Statement Balance Sheet And Additional Disclosures Assets Held For Sale Not Part Of Disposal Group [Line Items] | |||
Assets held for sale | $ 41,211,000 | ||
Depreciation | $ 0 | ||
Minimum Development Agreement Period | 90 days | ||
Cross Valley | |||
Income Statement Balance Sheet And Additional Disclosures Assets Held For Sale Not Part Of Disposal Group [Line Items] | |||
Assets held for sale | $ 34,200,000 | ||
GSEC | |||
Income Statement Balance Sheet And Additional Disclosures Assets Held For Sale Not Part Of Disposal Group [Line Items] | |||
Assets held for sale | $ 7,000,000 |
Prepaids and Other Current As41
Prepaids and Other Current Assets - Summary of Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Offering costs | $ 6,300 | $ 4,397 |
Prepaid insurance | 469 | 249 |
Other | 388 | 251 |
Total prepaids and other current assets | $ 857 | $ 4,897 |
Prepaids and Other Current As42
Prepaids and Other Current Assets - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Prepaid And Other Current Assets [Line Items] | ||
Offering costs | $ 6,300 | $ 4,397 |
Initial Public Offering | ||
Prepaid And Other Current Assets [Line Items] | ||
Aggregate offering costs | $ 6,300 | |
Offering costs | $ 4,400 |
Electric Plant and Depreciati43
Electric Plant and Depreciation - Schedule of Major Classes of Electric Plant (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Electric plant: | ||
Transmission plant | $ 1,073,862 | $ 966,560 |
Distribution plant | 439,098 | 387,329 |
General plant | 15,617 | 15,018 |
Total plant in service | 1,528,577 | 1,368,907 |
CWIP | 85,649 | 41,222 |
Total electric plant | 1,614,226 | 1,410,129 |
Accumulated depreciation | (244,726) | (220,101) |
Electric plant held for future use | 37,118 | |
Electric plant, net | $ 1,369,500 | $ 1,227,146 |
Electric Plant and Depreciati44
Electric Plant and Depreciation - Additional Information (Details) $ in Millions | Dec. 30, 2013Substationsmi | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Public Utility Property Plant And Equipment [Line Items] | |||
Electric plant, net includes plant acquisition adjustments | $ | $ 28.8 | $ 28.7 | |
Electric Plant Held For Future Use | |||
Public Utility Property Plant And Equipment [Line Items] | |||
Electric plant, transmission lines | 66 | ||
Electric Plant Held For Future Use | Stanton | |||
Public Utility Property Plant And Equipment [Line Items] | |||
Number of substations | Substations | 2 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 138,384 | $ 138,384 |
Deferred Assets and Other Reg46
Deferred Assets and Other Regulatory Assets, Net - Additional Information (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 10, 2014 |
Deferred Finance Costs And Other Regulatory Assets Net [Line Items] | |||
Issuance of aggregate principal amount | $ 25,000,000 | ||
Deferred costs recoverable in future years | 23,793,000 | $ 23,793,000 | |
Sharyland Distribution & Transmission Services | |||
Deferred Finance Costs And Other Regulatory Assets Net [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 230,000,000 | ||
Revolving Credit Facility | Sharyland Distribution & Transmission Services | |||
Deferred Finance Costs And Other Regulatory Assets Net [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 250,000,000 | ||
Senior Notes | |||
Deferred Finance Costs And Other Regulatory Assets Net [Line Items] | |||
Long-term debt, stated interest rate | 8.50% |
Deferred Assets and Other Reg47
Deferred Assets and Other Regulatory Assets, Net - Summary of Deferred Assets and Other Regulatory Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Finance Costs And Other Regulatory Assets Net [Abstract] | ||
Deferred financing costs, Gross Carrying Amount | $ 1,292 | $ 1,290 |
Other regulatory assets Deferred financing costs, Gross Carrying Amount | 26,180 | 25,701 |
Deferred costs recoverable in future years | 23,793 | 23,793 |
Deferred financing costs and other regulatory assets, Net Gross Carrying Amount | 51,265 | 50,784 |
Deferred financing costs, Accumulated Amortization | (312) | (143) |
Other regulatory assets Deferred financing costs, Accumulated Amortization | (14,960) | (12,693) |
Deferred financing costs and other regulatory assets, Net Accumulated Amortization | (15,272) | (12,836) |
Deferred financing costs, Net Carrying Amount | 980 | 1,147 |
Other regulatory assets Deferred financing costs, Net Carrying Amount | 11,220 | 13,008 |
Deferred costs recoverable in future years, Net Carrying Amount | 23,793 | 23,793 |
Deferred financing costs and other regulatory assets, Net Carrying Amount | $ 35,993 | $ 37,948 |
Borrowings Under Credit Facil48
Borrowings Under Credit Facilities - Additional Information (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 10, 2014 | Jan. 03, 2014 | Jun. 28, 2013 | |
Line Of Credit Facility [Line Items] | |||||
Amount of revolving credit facility under agreement | $ 0 | $ 57,000,000 | |||
Line of credit facility, remaining borrowing capacity | $ 75,000,000 | $ 18,000,000 | |||
Revolving credit facility, interest rate description | a rate equal to (i) the one, two, three or six month London Interbank Offered Rate (LIBOR) plus 2.5%, or (ii) a base rate (equal to the highest of (A) the Federal Funds Rate plus ½ of 1%, (B) the Bank of America prime rate and (C) LIBOR plus 1%) plus 1.5%. Letters of credit are subject to a letter of credit fee equal to the daily amount available to be drawn times 2.5%. | ||||
Interest rate on credit facility | 2.66% | ||||
SDTS Credit Agreements | |||||
Line Of Credit Facility [Line Items] | |||||
Amount of revolving credit facility under agreement | $ 20,000,000 | $ 162,000,000 | |||
Revolving credit facility, interest rate description | a rate equal to either (1) a base rate, determined as the greatest of (A) the administrative agent’s prime rate, (B) the federal funds effective rate plus ½ of 1% and (C) LIBOR plus 1.00% per annum, plus a margin of either 0.75% or 1.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis or (2) LIBOR plus a margin of either 1.75% or 2.00% per annum | ||||
Interest rate on credit facility | 4.00% | 1.91% | |||
Credit facility, maximum borrowing capacity | $ 230,000,000 | ||||
SDTS Credit Agreements | Swingline Loans | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, remaining borrowing capacity | $ 5,000,000 | ||||
SDTS Credit Agreements | Letter Of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Amount of revolving credit facility under agreement | $ 0 | $ 0 | |||
Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Amount of revolving credit facility under agreement | $ 130,000,000 | ||||
Credit facility, maturity date | Mar. 31, 2015 | ||||
Revolving Credit Facility | SDTS Credit Agreements | |||||
Line Of Credit Facility [Line Items] | |||||
Amount of revolving credit facility under agreement | $ 75,000,000 | ||||
Credit facility, maturity date | Jun. 28, 2018 | ||||
Line of credit facility, remaining borrowing capacity | $ 88,000,000 | 25,000,000 | |||
Credit facility, maximum borrowing capacity | 250,000,000 | ||||
Credit facility, extended maturity date | Dec. 10, 2019 | ||||
New Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Amount of revolving credit facility under agreement | 75,000,000 | ||||
Credit facility, maturity date | Dec. 10, 2019 | ||||
Line of credit facility, remaining borrowing capacity | $ 15,000,000 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Long-term debt, Amount Outstanding | $ 615,367 | $ 629,756 |
Less current portion of long-term debt | (19,531) | (19,234) |
Debt classified as long-term debt | $ 595,836 | 610,522 |
Senior Secured Notes, 7.25% [Member] | ||
Debt Instrument [Line Items] | ||
Interest bearing note, maturity date | Dec. 30, 2029 | |
Long-term debt, Amount Outstanding | $ 44,969 | $ 46,291 |
Long-term debt, Interest Rate | 7.25% | 7.25% |
Senior Secured Notes, 6.47% [Member] | ||
Debt Instrument [Line Items] | ||
Interest bearing note, maturity date | Sep. 30, 2030 | |
Long-term debt, Amount Outstanding | $ 102,650 | $ 105,622 |
Long-term debt, Interest Rate | 6.47% | 6.47% |
Senior Secured Notes, 8.50% [Member] | ||
Debt Instrument [Line Items] | ||
Interest bearing note, maturity date | Dec. 30, 2020 | |
Long-term debt, Amount Outstanding | $ 19,063 | $ 20,000 |
Long-term debt, Interest Rate | 8.50% | 8.50% |
Senior Secured Notes, 5.04% [Member] | ||
Debt Instrument [Line Items] | ||
Interest bearing note, maturity date | Jun. 20, 2018 | |
Long-term debt, Amount Outstanding | $ 60,000 | $ 60,000 |
Long-term debt, Interest Rate | 5.04% | 5.04% |
Senior Secured Credit Facilities, 2.42% [Member] | ||
Debt Instrument [Line Items] | ||
Interest bearing note, maturity date | Jun. 20, 2018 | |
Long-term debt, Amount Outstanding | $ 388,685 | $ 397,843 |
Long-term debt, Interest Rate | 2.45% | 2.42% |
Long-Term Debt - Components o50
Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Details) $ in Millions | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | |
Long-term debt, face amount | $ 25 |
Senior Secured Notes, 7.25% [Member] | |
Debt Instrument [Line Items] | |
Long-term debt, face amount | 53.5 |
Senior Secured Notes, 6.47% [Member] | |
Debt Instrument [Line Items] | |
Long-term debt, face amount | 110 |
Senior Secured Notes, 8.50% [Member] | |
Debt Instrument [Line Items] | |
Long-term debt, face amount | 25 |
Senior Secured Notes, 5.04% [Member] | |
Debt Instrument [Line Items] | |
Long-term debt, face amount | 60 |
Senior Secured Credit Facilities, 2.42% [Member] | |
Debt Instrument [Line Items] | |
Long-term debt, face amount | $ 407 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) $ in Thousands | May. 16, 2014USD ($) | Mar. 08, 2013USD ($)Bank | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 20, 2011USD ($) | Jul. 13, 2010USD ($) | Dec. 31, 2009USD ($) |
Debt Instrument [Line Items] | ||||||||
Long-term debt, face amount | $ 25,000 | |||||||
Long-term debt, Amount Outstanding | 615,367 | $ 629,756 | ||||||
Senior Secured Notes, 7.25% [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, face amount | $ 53,500 | |||||||
Long-term debt, stated interest rate | 7.25% | 7.25% | ||||||
Long-term debt, Amount Outstanding | $ 44,969 | $ 46,291 | ||||||
Senior Secured Notes, 6.47% [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, face amount | $ 110,000 | |||||||
Long-term debt, stated interest rate | 6.47% | 6.47% | ||||||
Long-term debt, Amount Outstanding | $ 102,650 | $ 105,622 | ||||||
Senior Secured Notes, 8.50% [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, face amount | $ 25,000 | |||||||
Long-term debt, stated interest rate | 8.50% | 8.50% | ||||||
Long-term debt, Amount Outstanding | $ 19,063 | $ 20,000 | ||||||
SDTS Credit Agreements | Senior Secured Notes, 7.25% [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, face amount | $ 53,500 | |||||||
Long-term debt, stated interest rate | 7.25% | |||||||
SDTS Credit Agreements | Senior Secured Notes, 6.47% [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, face amount | $ 110,000 | |||||||
Long-term debt, stated interest rate | 6.47% | |||||||
TDC [Member] | Senior Secured Notes, 8.50% [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, face amount | $ 25,000 | |||||||
Long-term debt, stated interest rate | 8.50% | |||||||
Sharyland Projects, L.L.C [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, face amount | $ 60,000 | |||||||
Construction-term loan | $ 447,000 | $ 667,000 | ||||||
Number of banks, providing construction-term loan | Bank | 14 | |||||||
Long-term debt, Amount Outstanding | $ 396,000 | |||||||
Construction term loan outstanding converted into term loan | $ 407,000 | |||||||
Sharyland Projects, L.L.C [Member] | Senior Secured Credit Facilities [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 2.00% | |||||||
Sharyland Projects, L.L.C [Member] | Senior Secured Credit Facilities [Member] | Period of Three Years [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 2.25% | |||||||
Sharyland Projects, L.L.C [Member] | Senior Secured Credit Facilities [Member] | Period After Three Years [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 2.50% |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2011 | |
Swap Agreement | ||||
Derivative [Line Items] | ||||
Amount reclassified, interest expense | $ 0 | $ 900,000 | ||
Sharyland Projects, L.L.C [Member] | ||||
Derivative [Line Items] | ||||
Term loan, fixed interest rate | 0.832% | |||
Derivative, notional amount | $ 0 | $ 0 | ||
Sharyland Projects, L.L.C [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 261,000,000 |
Contingent Consideration - Addi
Contingent Consideration - Additional Information (Details) - USD ($) | Feb. 04, 2015 | Jan. 01, 2015 | Dec. 31, 2010 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||
Change in fair value of contingent consideration | $ 0 | $ 200,000 | $ 0 | $ 1,110,000 | ||||
Contingent consideration | $ 0 | $ 0 | $ 27,378,000 | |||||
CREZ Project | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, contingent consideration, cash payments | $ 737,000,000 | |||||||
Business combination, contingent consideration, fair value | 78,600,000 | |||||||
Hunt-InfraREIT | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, contingent consideration, capital credits | $ 82,500,000 | |||||||
Hunt-InfraREIT | Operating Partnership Unit | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued | 983,418 | |||||||
Hunt-InfraREIT | Class A Partnership Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued | 53,246 | 6,700,000 | ||||||
Hunt-InfraREIT | CREZ Project | Class A Partnership Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued price per share | $ 10.65 |
Fair Value of Financial Instr54
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Borrowings under construction term loan | $ 388,700 | $ 397,800 |
Long-Term Debt | 595,836 | 610,522 |
Senior Secured Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-Term Debt | $ 226,700 | $ 231,900 |
Debt Instrument, weighted average rate | 6.41% | 6.43% |
Fair Value of Financial Instr55
Fair Value of Financial Instruments - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 615,367 | $ 629,756 |
Contingent consideration - long-term | 27,378 | |
Level 2 | Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 646,893 | 658,306 |
Contingent consideration - long-term | $ 27,378 |
Regulatory Liability - Addition
Regulatory Liability - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Regulated Operations [Abstract] | ||
Regulatory Liability | $ 8,477 | $ 1,242 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 03, 2015 | Jun. 05, 2015 | Mar. 06, 2015 | Jan. 13, 2015 | Dec. 18, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Jan. 12, 2015 | Jan. 11, 2015 |
Class Of Stock [Line Items] | |||||||||
Common stock, shares authorized | 450,000,000 | 450,000,000 | 450,000,000 | 3,000 | |||||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 1 | |||||
Cash dividends declared per share to shareholders | $ 0.225 | $ 0.850 | |||||||
Cash Distribution Approved on September 3, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distribution declaration date | Sep. 3, 2015 | ||||||||
Cash distributions to unit holders, date of record | Sep. 30, 2015 | ||||||||
Dividends Payable, date declared | Sep. 3, 2015 | ||||||||
Dividends payable date of record | Sep. 30, 2015 | ||||||||
Cash dividends declared per share to shareholders | $ 0.225 | ||||||||
Cash distribution and dividend payable date | Oct. 22, 2015 | ||||||||
Cash Distribution Approved on June 5, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distribution declaration date | Jun. 5, 2015 | ||||||||
Cash distributions to unit holders, date of record | Jun. 30, 2015 | ||||||||
Dividends Payable, date declared | Jun. 5, 2015 | ||||||||
Dividends payable date of record | Jun. 30, 2015 | ||||||||
Cash dividends declared per share to shareholders | $ 0.225 | ||||||||
Cash distribution and dividend paid date | Jul. 23, 2015 | ||||||||
Cash Distribution Approved on March 6, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distribution declaration date | Mar. 6, 2015 | ||||||||
Cash distributions to unit holders, date of record | Mar. 31, 2015 | ||||||||
Dividends Payable, date declared | Mar. 6, 2015 | ||||||||
Dividends payable date of record | Mar. 31, 2015 | ||||||||
Cash dividends declared per share to shareholders | $ 0.14 | ||||||||
Cash distribution and dividend paid date | Apr. 23, 2015 | ||||||||
Cash Distribution Approved on January 13, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distribution declaration date | Jan. 13, 2015 | ||||||||
Cash distributions to unit holders, date of record | Jan. 20, 2015 | ||||||||
Dividends Payable, date declared | Jan. 13, 2015 | ||||||||
Dividends payable date of record | Jan. 20, 2015 | ||||||||
Cash dividends declared per share to shareholders | $ 0.26 | ||||||||
Cash distribution and dividend paid date | Jan. 29, 2015 | ||||||||
Cash Distribution Approved on December 18, 2014 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distribution declaration date | Dec. 18, 2014 | ||||||||
Cash distributions to unit holders, date of record | Dec. 18, 2014 | ||||||||
Dividends Payable, date declared | Dec. 18, 2014 | ||||||||
Dividends payable date of record | Dec. 18, 2014 | ||||||||
Cash dividends declared per share to shareholders | $ 0.31 | ||||||||
Cash distribution and dividend paid date | Jan. 16, 2015 | ||||||||
Retained Earnings | Cash Distribution Approved on September 3, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 9.8 | ||||||||
Retained Earnings | Cash Distribution Approved on June 5, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 9.8 | ||||||||
Retained Earnings | Cash Distribution Approved on March 6, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 6.1 | ||||||||
Retained Earnings | Cash Distribution Approved on January 13, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 9 | ||||||||
Retained Earnings | Cash Distribution Approved on December 18, 2014 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 10.8 | ||||||||
InfraREIT, L.L.C. | Cash Distribution Approved on September 3, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distributions declared to unit holders, per unit | $ 0.225 | ||||||||
Cash distribution to unit holders | $ 13.6 | ||||||||
InfraREIT, L.L.C. | Cash Distribution Approved on June 5, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distributions declared to unit holders, per unit | $ 0.225 | ||||||||
Cash distribution to unit holders | $ 13.6 | ||||||||
InfraREIT, L.L.C. | Cash Distribution Approved on March 6, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distributions declared to unit holders, per unit | $ 0.14 | ||||||||
Cash distribution to unit holders | $ 8.5 | ||||||||
InfraREIT, L.L.C. | Cash Distribution Approved on January 13, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distributions declared to unit holders, per unit | $ 0.26 | ||||||||
Cash distribution to unit holders | $ 11.7 | ||||||||
InfraREIT, L.L.C. | Cash Distribution Approved on December 18, 2014 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash distributions declared to unit holders, per unit | $ 0.31 | ||||||||
Cash distribution to unit holders | $ 14.1 | ||||||||
InfraREIT, L.L.C. | Retained Earnings | Cash Distribution Approved on September 3, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 9.8 | ||||||||
InfraREIT, L.L.C. | Retained Earnings | Cash Distribution Approved on June 5, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 9.8 | ||||||||
InfraREIT, L.L.C. | Retained Earnings | Cash Distribution Approved on March 6, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 6.1 | ||||||||
InfraREIT, L.L.C. | Retained Earnings | Cash Distribution Approved on January 13, 2015 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 9 | ||||||||
InfraREIT, L.L.C. | Retained Earnings | Cash Distribution Approved on December 18, 2014 | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash dividends declared to shareholders | $ 10.8 |
Accumulated Other Comprehensi58
Accumulated Other Comprehensive Loss - Additional Information (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Changes in accumulated other comprehensive loss | $ 0 | $ 0 |
Accumulated Other Comprehensi59
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2014USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive loss before reclassifications | $ (49) |
Amounts reclassified from accumulated other comprehensive loss | 893 |
Net period other comprehensive loss | 844 |
Accumulated Other Comprehensive Loss Attributable to InfraREIT, Inc. | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive loss before reclassifications | (77) |
Amounts reclassified from accumulated other comprehensive loss | 687 |
Net period other comprehensive loss | 610 |
Accumulated Other Comprehensive Loss Attributable To Noncontrolling Interest | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive loss before reclassifications | 28 |
Amounts reclassified from accumulated other comprehensive loss | 206 |
Net period other comprehensive loss | $ 234 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Details) - USD ($) | Mar. 09, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Minority Interest [Line Items] | ||||||
Description of units redeemed for cash or, at option, exchanged for common shares | one-for-one basis | |||||
OP Units held by the limited partners | 17,000,000 | 17,000,000 | 10,700,000 | |||
Compensation Expenses | $ 0 | $ 493,000 | $ 120,000 | |||
Hunt-InfraREIT | ||||||
Minority Interest [Line Items] | ||||||
Common shares received | 2,329,283 | |||||
Class A OP Units | ||||||
Minority Interest [Line Items] | ||||||
Shares purchased consideration for promissory note | 6,242,999 | |||||
Principal amount of shares purchased consideration for promissory note | $ 66,500,000 | |||||
Class A OP Units | Hunt-InfraREIT | ||||||
Minority Interest [Line Items] | ||||||
Operating partnership units redeem | 1,551,878 | 0 | ||||
Common shares received | 1,551,878 | |||||
General and Administrative Expense | ||||||
Minority Interest [Line Items] | ||||||
Compensation Expenses | $ 200,000 | $ 500,000 | $ 100,000 | |||
LTIP Units | ||||||
Minority Interest [Line Items] | ||||||
Operating partnership units issued | 28,000 | 11,264 | ||||
Directors vesting period | 1 year | |||||
Aggregate value of pre-IPO LTIP units | $ 100,000 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basic net income per share: | ||||
Net income (loss) attributable to InfraREIT, Inc. | $ 13,972 | $ 11,894 | $ (6,539) | $ 19,974 |
Weighted average common shares outstanding | 43,565 | 35,053 | 42,787 | 35,053 |
Basic net income (loss) per share | $ 0.32 | $ 0.34 | $ (0.15) | $ 0.57 |
Diluted net income per share: | ||||
Net income (loss) attributable to InfraREIT, Inc. | $ 13,972 | $ 11,894 | $ (6,539) | $ 19,974 |
Weighted average common shares outstanding | 43,565 | 35,053 | 42,787 | 35,053 |
Weighted average dilutive shares outstanding | 43,565 | 35,053 | 42,787 | 35,053 |
Diluted net income (loss) per share | $ 0.32 | $ 0.34 | $ (0.15) | $ 0.57 |
Due to the anti-dilutive effect, the computation of diluted earnings per share does not reflect the following adjustments: | ||||
Net income (loss) attributable to noncontrolling interest | $ 5,458 | $ 3,621 | $ (1,061) | $ 6,046 |
Redemption of operating partnership units | 17,028 | 10,656 | 15,964 | 10,546 |
Leases - Schedule of Compositio
Leases - Schedule of Composition of Lease Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Leases [Abstract] | ||||
Base rent (straight-line) | $ 31,253 | $ 27,020 | $ 90,083 | $ 76,399 |
Percentage rent | 10,199 | 12,289 | 10,199 | 12,972 |
Total lease revenue | $ 41,452 | $ 39,309 | $ 100,282 | $ 89,371 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Operating Leased Assets [Line Items] | |
Operating leases placed in services dates description | SDTS and SPLLC have entered into various leases with Sharyland for all of our placed in service T&D assets. The master lease agreements, as amended, expire at various dates from December 31, 2015 through December 31, 2022. |
Lease expiration date range, start date | Dec. 31, 2015 |
Lease expiration date range, end date | Dec. 31, 2022 |
Maximum [Member] | |
Operating Leased Assets [Line Items] | |
Rate of rent used, Percentage | 37.00% |
Minimum | |
Operating Leased Assets [Line Items] | |
Rate of rent used, Percentage | 23.00% |
Supplemental Cash Flow Inform64
Supplemental Cash Flow Information - Supplemental Cash Flow Information and Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Supplemental cash flow information | |||
Cash paid during the period for interest | $ 20,022 | $ 22,367 | |
Cash paid during the period for taxes | 75 | ||
Non-cash investing and financing activities | |||
Non-cash right of way additions to electric plant | 337 | ||
Change in accrued additions to electric plant | 4,387 | 31,421 | |
Allowance for funds used during construction - debt | 1,312 | 1,197 | |
Net non-cash equity issuances related to the Merger and Reorganization | 97,193 | ||
Net non-cash noncontrolling equity issuances related to the Merger and Reorganization | 119,607 | ||
Non-cash noncontrolling interests equity issuance | 755 | $ 4,590 | |
Dividends and distributions payable | $ 13,634 | $ 14,130 |