Exhibit 99.1
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| SHARYLAND UTILITIES, L.P. Consolidated Financial Statements
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SHARYLAND UTILITIES, L.P.
Consolidated Balance Sheets
(In thousands)
(Unaudited)
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| September 30, |
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| December 31, |
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| 2018 |
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| 2017 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
| $ | 17,510 |
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| $ | 25,503 |
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Accounts receivable, net |
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| 42,487 |
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| 55,885 |
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Due from affiliates |
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| 11,340 |
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| 7,096 |
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Inventory |
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| 1,844 |
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| 1,844 |
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Prepayments and other current assets |
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| 2,925 |
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| 3,321 |
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Total current assets |
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| 76,106 |
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| 93,649 |
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Property, Plant and Equipment - net |
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| 1,970,604 |
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| 1,942,393 |
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Goodwill |
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| 1,100 |
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| 1,100 |
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Deferred Charges - Regulatory Assets, net |
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| 45,984 |
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| 44,055 |
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Total Assets |
| $ | 2,093,794 |
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| $ | 2,081,197 |
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Liabilities and Partners' Capital |
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Current Liabilities |
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Accounts payable and accrued liabilities |
| $ | 32,651 |
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| $ | 46,515 |
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Current portion of long-term debt |
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| 3,493 |
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| 3,493 |
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Current portion of financing obligation |
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| 34,096 |
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| 29,611 |
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Due to affiliates |
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| 29,163 |
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| 31,615 |
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State margin tax payable |
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| 1,369 |
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| 1,915 |
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Total current liabilities |
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| 100,772 |
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| 113,149 |
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Long-Term Financing Obligation |
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| 1,692,691 |
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| 1,668,904 |
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Long-Term Debt |
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| 152,723 |
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| 155,342 |
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Regulatory Liabilities |
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| 24,516 |
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| 13,563 |
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OPEB and Other Liabilities |
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| 1,889 |
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| 1,889 |
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Total Liabilities |
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| 1,972,591 |
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| 1,952,847 |
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Commitments and Contingencies |
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Partners' Capital |
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General partner |
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| 1,161 |
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| 1,232 |
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Limited partner |
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| 120,042 |
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| 127,118 |
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Total partners' capital |
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| 121,203 |
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| 128,350 |
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Total Liabilities and Partners' Capital |
| $ | 2,093,794 |
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| $ | 2,081,197 |
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See accompanying notes to the consolidated financial statements.
SHARYLAND UTILITIES, L.P.
Consolidated Statements of Operations
(In thousands)
(Unaudited)
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| Three Months Ended September 30, |
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| Nine Months Ended September 30, |
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| 2018 |
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| 2017 |
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| 2018 |
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| 2017 |
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Revenues - net |
| $ | 60,552 |
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| $ | 87,033 |
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| $ | 193,054 |
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| $ | 249,831 |
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Operating Expenses |
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Distribution expense |
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| 151 |
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| 6,457 |
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| 234 |
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| 19,303 |
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Transmission expense |
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| 3,965 |
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| 8,191 |
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| 11,895 |
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| 24,064 |
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Administrative and general expense |
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| 7,647 |
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| 7,117 |
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| 25,685 |
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| 31,609 |
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Depreciation and amortization |
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| 11,729 |
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| 11,094 |
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| 34,871 |
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| 33,422 |
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Total operating expenses |
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| 23,492 |
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| 32,859 |
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| 72,685 |
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| 108,398 |
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Operating Income |
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| 37,060 |
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| 54,174 |
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| 120,369 |
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| 141,433 |
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Other Expense - net |
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Interest expense - net |
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| (45,118 | ) |
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| (39,231 | ) |
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| (126,437 | ) |
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| (114,814 | ) |
Other income - net |
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| 18 |
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| 17 |
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| 98 |
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| 43 |
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Tax reimbursements for contribution in aid of construction |
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| — |
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| 106 |
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| — |
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| 294 |
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Total other expense - net |
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| (45,100 | ) |
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| (39,108 | ) |
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| (126,339 | ) |
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| (114,477 | ) |
Net (Loss) Income Before Income Taxes |
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| (8,040 | ) |
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| 15,066 |
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| (5,970 | ) |
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| 26,956 |
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Income Tax Expense |
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| 482 |
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| 459 |
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| 1,177 |
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| 1,315 |
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Net (Loss) Income |
| $ | (8,522 | ) |
| $ | 14,607 |
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| $ | (7,147 | ) |
| $ | 25,641 |
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See accompanying notes to the consolidated financial statements.
SHARYLAND UTILITIES, L.P.
Consolidated Statements of Partners’ Capital
Nine Months Ended September 30, 2018
(In thousands)
(Unaudited)
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| Total |
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| General |
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| Limited |
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| Partners' |
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| Partner |
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| Partner |
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| Capital |
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Balance at December 31, 2017 |
| $ | 1,232 |
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| $ | 127,118 |
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| $ | 128,350 |
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Net Loss |
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| (71 | ) |
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| (7,076 | ) |
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| (7,147 | ) |
Balance at September 30, 2018 |
| $ | 1,161 |
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| $ | 120,042 |
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| $ | 121,203 |
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See accompanying notes to the consolidated financial statements.
SHARYLAND UTILITIES, L.P.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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| Nine Months Ended |
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| September 30, |
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| 2018 |
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| 2017 |
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Cash flows from Operating Activities |
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Net (loss) income |
| $ | (7,147 | ) |
| $ | 25,641 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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| 28,361 |
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| 32,146 |
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Amortization of deferred costs |
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| 7,414 |
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| 2,181 |
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Allowance for funds used during construction - equity |
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| (58 | ) |
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| (1 | ) |
Changes in assets and liabilities: |
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Accounts receivable |
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| 13,398 |
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| (7,188 | ) |
Due from affiliates |
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| (4,244 | ) |
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| 7,316 |
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Inventory |
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| — |
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| (464 | ) |
Prepayments and other current assets |
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| 396 |
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| 2,687 |
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Deferred charges - regulatory assets and liabilities |
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| 1,490 |
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| 3,326 |
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Accounts payable, accrued liabilities and other |
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| (13,157 | ) |
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| (4,264 | ) |
Due to affiliates |
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| (2,452 | ) |
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| (126 | ) |
State margin tax payable |
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| (546 | ) |
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| (224 | ) |
Net cash provided by operating activities |
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| 23,455 |
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| 61,030 |
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Cash flows from Investing Activities |
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Additions to property, plant and equipment |
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| (6,773 | ) |
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| (3,780 | ) |
Net cash used in investing activities |
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| (6,773 | ) |
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| (3,780 | ) |
Cash flows from Financing Activities |
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Proceeds from notes payable |
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| — |
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| 997 |
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Proceeds from short-term borrowing |
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| 16,000 |
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| 10,000 |
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Proceeds from short-term borrowing from affiliates |
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| — |
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| 10,000 |
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Repayments of notes payable |
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| (299 | ) |
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| (395 | ) |
Repayments of short-term borrowing |
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| (16,000 | ) |
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| (10,000 | ) |
Repayments of short-term borrowing to affiliates |
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| — |
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| (10,000 | ) |
Repayments of long-term debt |
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| (2,619 | ) |
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| (2,619 | ) |
Repayments of financing obligation |
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| (21,757 | ) |
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| (30,745 | ) |
Net cash used in financing activities |
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| (24,675 | ) |
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| (32,762 | ) |
Net (decrease) increase in cash and cash equivalents |
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| (7,993 | ) |
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| 24,488 |
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Cash and cash equivalents at beginning of period |
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| 25,503 |
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| 12,263 |
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Cash and cash equivalents at end of period |
| $ | 17,510 |
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| $ | 36,751 |
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See accompanying notes to the consolidated financial statements.
6
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
| (a) | Description of Business |
Sharyland Utilities, L.P. (the Partnership or SULP) is a partnership engaged in providing transmission of electricity throughout Texas. Those transmission activities include the operation and maintenance of: 138 Kilovolt (kV) looped system of transmission lines and connected substations near Stanton; 138 kV direct current transmission interconnection between Texas and Mexico (Railroad DC Tie); 138 kV transmission lines located in South Texas; 345 kV transmission lines and connected substations in the Texas Panhandle; 345 kV transmission lines near Wichita Falls, Abilene and Brownwood, Texas; and a 345 kV transmission line from the eastern half of the North Edinburg substation to the Palmito substation in South Texas.
The Partnership was organized as a Texas limited partnership on November 3, 1998, as an electric distribution utility located in Hidalgo County, Texas. On March 24, 2016, the Partnership transferred its ownership in SU FERC, L.L.C., a subsidiary of the Partnership, to its General Partner.
On March 18, 2016, Hunt Power, L.P. (HP), an affiliate of the Partnership, contributed GS Project Entity, L.L.C. (GSPE) to the partners of the Partnership (Partners). The Partners contributed their interests in GSPE to the Partnership. GSPE became a wholly owned subsidiary of the Partnership. On May 6, 2016, HP also contributed CV Project Entity, L.L.C. (CVPE) to the Partners. The Partners contributed their interests in CVPE to the Partnership. CVPE became a wholly owned subsidiary of the Partnership.
The Partnership leases most of its transmission and distribution assets from a related party, Sharyland Distribution & Transmission Services, L.L.C. (SDTS) under Master Lease Agreements. See Note 3.
| (b) | Principles of Consolidation and Presentation |
All significant intercompany balances and transactions have been eliminated. The Partnership maintains accounting records in accordance with the uniform system of accounts, as prescribed by the Federal Energy Regulatory Commission (FERC). The Partnership’s consolidated financial statements reflect the effects of the different rate making principles mandated by FERC and the Public Utility Counsel of Texas (PUCT) regulating its operations.
| (c) | Use of Estimates |
The preparation of the Partnership’s consolidated financial statements in accordance with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
| (d) | Recent Accounting Guidance |
Recently Adopted Accounting Guidance
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments. The objective of ASU 2016-15 is to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. The new standard should be applied retrospectively to all periods presented, unless deemed impracticable, in which case prospective application is permitted. We adopted the new guidance on January 1, 2018 with no impact on our presentation of our cash flows.
In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715), the amendments of ASU No. 2017-07 require an entity to report the service cost component of net benefit costs in the same line item as other compensation costs arising from services rendered by the related employees during the applicable service period. The other components of net benefit cost are required to be presented separately from the service cost component and outside the subtotal of income from operations. Further, ASU No. 2017-07 prescribes that only the service cost component of net benefit costs is eligible for capitalization. The Partnership adopted the new guidance on January 1, 2018 with minimal impact on its financial position, results of operations or cash flows.
7
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
Recent Accounting Guidance Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 amended the existing accounting standard for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for periods beginning after December 15, 2019 with early adoption permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Partnership is currently evaluating the new guidance and the extent of the impact this standard may have on its financial position, results of operations or cash flows.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the expected consideration for these goods and services. The guidance supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. ASU 2014-09 is effective for periods beginning after December 15, 2018. The Partnership’s revenues from customers are tariff-based and are designed to recover the cost of providing electric delivery service to customers including a reasonable rate of return on invested capital. Revenues are generally recognized when the underlying service has been provided in an amount prescribed by the related tariff. The new guidance does not change this pattern of recognition and therefore the adoption will not have an effect on the Partnership’s financial position, results of operations or cash flows.
(2) | Asset Exchange Agreement |
On July 21, 2017, the Partnership and SDTS signed a definitive agreement (2017 Asset Exchange Agreement) with Oncor Electric Delivery Company LLC (Oncor) to exchange SDTS’s retail distribution assets and the Partnership’s general plant used in distribution operations for a group of Oncor’s transmission assets located in West and Central Texas and cash. The 2017 Asset Exchange Agrement closed in November 2017 and, among other things, resulted in the Partnership exchanging $6.1 million of general plant and regulatory assets used for the retail distribution business net of liabilities at its carrying value with Oncor for approximately $6.1 million in cash. On November 9, 2017 Oncor paid Sharyland $6.9 million based on an estimate, and on February 24, 2018, Sharyland repaid $832,000.
SDTS exchanged approximately $403.0 million of net distribution assets for $383 million of transmission assets located in West and Central Texas, $18 million of net cash and a $2 million receivable from Oncor as of December 31, 2017.
The Partnership leases these transmission assets from SDTS and operates them under an amended certificate of convenience and necessity (CCN). The Partnership no longer leases the distribution assets transferred to Oncor. SDTS will continue to own and lease to the Partnership certain substations related to its distribution assets, but the Partnership exited the retail distribution business. On October 13, 2017, the PUCT issued an order under Docket No. 47469 approving the Partnership, SDTS and Oncor’s joint Sale-Transfer-Merger application (STM).
Concurrently with the execution of the 2017 Exchange Agreement, the Partnership and SDTS entered into an agreement (Rate Case Dismissal Agreement) with certain parties to their pending rate case under Docket No 45414 (Rate Case), which resulted in the dismissal of the Rate Case upon the completion of the 2017 Asset Exchange Agreement with Oncor. On September 29, 2017, the PUCT issued an order dismissing the Rate Case contingent on PUCT approval of the STM and the closing of the 2017 Exchange Agreement. For further information related to the Rate Case and the dismissal, see Note 13, Commitments and Contingencies - regulatory proceedings.
8
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
The Partnership leases most of its Transmission and all of its Distribution Substation (T&D) assets from SDTS, a related party, under five Master Lease Agreements (MLA). See Regulatory Proceedings on Note 13, Commitment and Contingencies, leases. Also under these same MLAs, SDTS is responsible for funding all prudently incurred electric plant capital expenditures deemed necessary to serve customers by the Partnership. In accordance with the MLAs, the Partnership is responsible for the maintenance and the operation of the T&D assets and for compliance with all regulatory requirements of the PUCT, FERC, and any other regulatory entity with jurisdiction over the T&D assets. The MLAs obligate the Partnership to pay all property-related expenses, including maintenance, repairs, taxes on equipment in service, insurance, and to comply with the terms of the secured credit facilities and secured-term loan, if any, affecting the leased assets. The MLAs are subject to failed sale-leaseback accounting. See Note 4.
The MLAs, as amended, expire at various dates from December 31, 2019 through December 31, 2022. Each agreement includes annual base payments while all but two agreements include additional payments, based on an agreed upon percentage of revenue earned by the Partnership, as defined in the MLAs, in excess of annual specified breakpoints. The rate used to calculate additional payments varies by lease and ranges from a high of 37% to a low of 23% over the term of the agreements.
The Partnership made fixed lease payments during the periods presented as follows:
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| Three Months Ended September 30, |
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| Nine Months Ended September 30, |
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(In thousands) |
| 2018 |
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| 2017 |
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| 2018 |
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| 2017 |
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Fixed Lease Payments |
| $ | 47,130 |
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| $ | 40,856 |
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| $ | 138,331 |
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| $ | 122,201 |
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The Partnership’s MLAs include a rent validation mechanism after year end to true up lease payments for the difference between actual and estimated incremental capital expenditures placed in service. As a result of the rent validation, the Partnership made additional fixed payments of approximately $346,000 and $334,000 on March 28, 2018 and March 22, 2017, respectively, associated with the years ended December 31, 2017 and 2016, respectively.
The Partnership is also subject to certain restrictive covenants, including indebtedness limits, contained in the MLAs. The Partnership was in compliance with all such covenants as of September 30, 2018 and December 31, 2017.
Future minimum lease payments in accordance with these MLAs are as follows:
(In thousands) |
| Total |
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Year Ending December 31: |
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2018 - Q4 |
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| 48,129 |
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2019 |
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| 193,655 |
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2020 |
|
| 182,099 |
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2021 |
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| 8,576 |
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2022 and Thereafter |
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| 4,460 |
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Total future minimum lease payments |
| $ | 436,919 |
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9
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
The Partnership leases most of its T&D assets from SDTS, a related party. SDTS has legal title to such T&D assets under lease. The Partnership, as a managing member of SDTS, has the exclusive power and authority on behalf of SDTS to manage, control, administer, and operate the T&D assets and business affairs of SDTS in accordance with the limited liability company agreement governing SDTS. These rights and obligations constitute continuing involvement, which results in failed sale-leaseback (financing) accounting. Under failed sale-leaseback accounting, the Partnership is deemed owner of the assets under all MLAs, including assets currently under construction. Consequently, the T&D assets, including assets currently under construction and corresponding financial obligations, are included in the Partnership’s Consolidated Balance Sheets. The leases are considered a failed sale-leaseback (financing) due to the Partnership’s continuing involvement in SDTS and due to the ongoing involvement in the construction of the T&D assets as defined by ASC Topic 840, Accounting for Leases.
Approximately $1.7 billion is included in long-term financing obligation liabilities related to the failed sale-leaseback (financing), as of September 30, 2018 and December 31, 2017, respectively. Approximately $34.1 million and $29.6 million of the failed sale-leaseback (financing) obligation are included in current liabilities as of September 30, 2018 and December 31, 2017, respectively.
The Partnership recorded interest on failed sale-leaseback (financing) in interest expense, net as follows:
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| Three Months Ended September 30, |
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| Nine Months Ended September 30, |
| ||||||||||
(In thousands) |
| 2018 |
|
| 2017 |
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| 2018 |
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| 2017 |
| ||||
Failed sale-lease back interest expense |
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|
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|
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|
|
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Fixed portion of failed-leaseback interest |
| $ | 40,005 |
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| $ | 30,057 |
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| $ | 114,139 |
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| $ | 89,855 |
|
Variable portion of failed-leaseback interest |
|
| 2,204 |
|
|
| 7,600 |
|
|
| 5,965 |
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|
| 20,292 |
|
Failed sale-lease back interest expense |
| $ | 42,209 |
|
| $ | 37,657 |
|
| $ | 120,104 |
|
| $ | 110,147 |
|
As a result of the failed sale-leaseback (financing) transaction, the Partnership accounted for lease payments to the lessor as a reduction of its financing obligation. Payments made on the long-term financing obligation were as follows:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
(In thousands) |
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||
Payments on long-term financing obligation |
| $ | 6,673 |
|
| $ | 10,667 |
|
| $ | 21,757 |
|
| $ | 30,745 |
|
Future payments of the financing obligation as of September 30, 2018 are as follows:
|
| Total |
| |
Year Ending December 31: |
|
|
|
|
2018 - Q4 |
| $ | 8,591 |
|
2019 |
|
| 34,296 |
|
2020 |
|
| 29,226 |
|
2021 |
|
| 7,069 |
|
2022 |
|
| 1,167 |
|
Thereafter |
|
| 1,565,819 |
|
Total financing obligation |
|
| 1,646,168 |
|
Less: current portion of financing obligation |
|
| (34,096 | ) |
Leased system under construction obligation |
|
| 56,826 |
|
Lease deferral (Note 7) |
|
| 23,793 |
|
Long-term lease obligation |
| $ | 1,692,691 |
|
10
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
The Partnership recorded depreciation expense related to the assets accounted for in accordance with failed sale-leaseback as follows:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
(In thousands) |
| 2018 |
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| 2017 |
|
| 2018 |
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| 2017 |
| ||||
Failed sale-lease back depreciation expense |
| $ | 7,945 |
|
| $ | 8,981 |
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| $ | 23,424 |
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| $ | 26,430 |
|
(5) | Property, Plant and Equipment - net |
The major classes of property, plant and equipment at September 30, 2018 and December 31, 2017 are as follows:
|
| September 30, |
|
| December 31, |
| ||
(In thousands) |
| 2018 |
|
| 2017 |
| ||
Property, plant and equipment |
|
|
|
|
|
|
|
|
Leased system |
| $ | 1,860,227 |
|
| $ | 1,757,327 |
|
Transmission plant |
|
| 262,399 |
|
|
| 262,465 |
|
General plant |
|
| 8,490 |
|
|
| 10,977 |
|
|
|
| 2,131,116 |
|
|
| 2,030,769 |
|
Construction Work in Progress: |
|
|
|
|
|
|
|
|
Leased system under construction |
|
| 56,826 |
|
|
| 109,697 |
|
Transmission plant under construction |
|
| 7,438 |
|
|
| 2,231 |
|
General plant under construction |
|
| 1,447 |
|
|
| 1,162 |
|
|
|
| 65,711 |
|
|
| 113,090 |
|
Other |
|
| 293 |
|
|
| 293 |
|
Total Property, plant and equipment |
|
| 2,197,120 |
|
|
| 2,144,152 |
|
Accumulated Depreciation - Leased system |
|
| (217,566 | ) |
|
| (194,142 | ) |
Accumulated Depreciation - Transmission plant |
|
| (7,222 | ) |
|
| (4,903 | ) |
Accumulated Depreciation - General plant |
|
| (1,728 | ) |
|
| (2,714 | ) |
Property, Plant, and Equipment - net |
| $ | 1,970,604 |
|
| $ | 1,942,393 |
|
See Note 2 in regards to the 2017 Asset Exchange Agreement.
See Note 4 in regards to leased system and leased system under construction.
General plant consists of a warehouse, furniture, fixtures, equipment, computer hardware, software, and vehicles.
11
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
Deferred Charges – Regulatory Assets, Net
Regulatory assets represent probable future recovery of costs from customers through the regulatory ratemaking process. The table below provides detail of deferred charges that are included on the Partnership’s Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017.
|
|
|
| September 30, 2018 |
|
| December 31, 2017 |
| ||||||||||||||||||
(In thousands) |
| Amortization Period |
| Gross Carrying Amount |
|
| Accumulated Amortization |
|
| Net Carrying Amount |
|
| Gross Carrying Amount |
|
| Accumulated Amortization |
|
| Net Carrying Amount |
| ||||||
Deferred costs recoverable in future years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred financing costs |
| (a) |
| $ | 5,763 |
|
| $ | (4,408 | ) |
| $ | 1,355 |
|
| $ | 5,763 |
|
| $ | (3,504 | ) |
| $ | 2,259 |
|
Inception operating costs |
| (b) |
|
| 23,793 |
|
|
| — |
|
|
| 23,793 |
|
|
| 23,793 |
|
|
| — |
|
|
| 23,793 |
|
Rate case costs |
| (c) |
|
| 13,861 |
|
|
| (4,998 | ) |
|
| 8,863 |
|
|
| 13,324 |
|
|
| (4,998 | ) |
|
| 8,326 |
|
Study costs/Transition to competition |
| (d) |
|
| 5,918 |
|
|
| (2,756 | ) |
|
| 3,162 |
|
|
| 5,918 |
|
|
| (2,610 | ) |
|
| 3,308 |
|
Transition cost |
| (e) |
|
| 14,100 |
|
|
| (6,364 | ) |
|
| 7,736 |
|
|
| 6,369 |
|
|
| — |
|
|
| 6,369 |
|
Deferred Overhead |
|
|
|
| 1,075 |
|
|
| — |
|
|
| 1,075 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Net Deferred Charges - Regulatory Assets |
|
|
| $ | 64,510 |
|
| $ | (18,526 | ) |
| $ | 45,984 |
|
| $ | 55,167 |
|
| $ | (11,112 | ) |
| $ | 44,055 |
|
| a) | Amortized over the length of the related loan. |
| b) | Amortization period is anticipated to be established in a future rate case. |
| c) | $5.0 million was recovered through May 2017. The recovery period for the $8.9 million is anticipated to be established in 2018 in rate case expense Docket No. 45979. |
| d) | $2.0 million was recovered through December 2017. $0.9 million will be recovered through April 2019 and the Partnership anticipates establishing the recovery period for the remaining $3.0 million in a future rate case. |
| e) | This amount began to be recovered in January 2018 and is expected to be fully recoverd in 2019. |
Deferred financing costs included in net deferred charges – regulatory assets consist of debt issuance costs incurred in connection with the construction credit agreements associated with GSPE and CVPE. These assets are classified as regulatory assets and amortized over the length of the related loan. These costs will be included in the costs of debt in connection with a future rate case.
The inception operating costs of approximately $23.8 million at September 30, 2018 and December 31, 2017 represent operating costs incurred from inception through December 31, 2007. The 2013 rate case settlement established that the Partnership may seek recovery in a future rate case, pursuant to the mechanism established in Docket Nos. 21591 and 27556, of the inception operating costs plus related return on rate base. The right to benefit from the inception operating costs was transferred to SDTS. Consequently, due to the failed sale-leaseback accounting treatment, the Partnership has recorded a corresponding liability in financing obligation.
In 2017, the PUCT approved the 2017 Asset Exchange between the Partnership and Oncor in Docket 47649. As part of the Order, the Partnership was allow to recover certain expenses incurred in connection with the transition of the assets between the Partnership and Oncor (Transition Cost) not to exceed $17.0 million. The actual transition costs to be recovered is $14.1 million to be recovered as a regulatory asset.
See Note 13, Commitments and Contingencies – Regulatory proceedings for information regarding the rate case Docket.
Regulatory Liabilities
Regulatory liabilities represent probable future reduction in rates due to the over-recovery of costs from customers through the regulatory ratemaking process.
12
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
The Partnership’s regulatory liability related to cost of removal is established through depreciation rates and represents the amount that the Partnership expects to incur in the future. The regulatory liability is recorded as long-term liability net of actual removal costs incurred.
With the passage of the Tax Cuts and Jobs Act (TCJA), the PUCT ordered electric utilities in Texas to record a regulatory liability for the balance of excess accumulated deferred income taxes (Excess ADFIT) that now exists because of the decrease in the Federal Income Tax rate from 35% to 21%. The Partnership will continue to assess the amount of the regulatory liability and expects that amortization of the regulatory liability will be determined in the Partnership’s next base rate proceeding to be filed in 2020. The regulatory liability is expected to lower future customer rates over a future period to be determined by the PUCT.
In prior interim transmission rate filings, the Partnership incorrectly included certain distribution property, plant and equipment as part of the Partnership’s transmission rate base resulting in the Partnership over-collecting revenues for certain periods of time. The Partnership has calculated the amount of over collected transmission revenue and an associated carrying charge and has booked an interim TCOS regulatory liability in September 2018. The Partnership expects the regulatory liability to be addressed in its next base rate case to be filed in 2020.
The carrying amount of the regulatory liabilities as of September 30, 2018 and December 31, 2017 are as follows:
|
| Amortization period |
| September 30, |
|
| December 31, |
| ||
(In thousands) |
| Ends |
| 2018 |
|
| 2017 |
| ||
Postretirement benefits costs |
| (a) |
| $ | 2,701 |
|
| $ | 2,701 |
|
Postretirement benefits collections |
| (b) |
|
| 5,827 |
|
|
| 5,765 |
|
Estimated net removal costs |
| (c) |
|
| 5,798 |
|
|
| 3,892 |
|
Provision in lieu of excess ADFIT |
| (b) |
|
| 1,205 |
|
|
| 1,205 |
|
Interim TCOS |
| (b) |
|
| 8,985 |
|
|
| — |
|
Regulatory liabilities |
|
|
| $ | 24,516 |
|
| $ | 13,563 |
|
| a) | This item represents liabilities recorded in accordance with postretirement benefits accounting standards. |
| b) | The amortization of this item is anticipated to be established in a future rate case. |
| c) | For regulatory purposes, this balance will be part of accumulated depreciation. In future rate cases, this balance will be taken into account when determing the appropriate depreciation rates. |
The Partnership made payments associated with the lease of some of its T&D assets to SDTS as follows:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
(In thousands) |
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||
Lease payments |
| $ | 48,080 |
|
| $ | 47,420 |
|
| $ | 144,389 |
|
| $ | 140,300 |
|
The Partnership received payments throughout the period related to the acquisition of gross property plant and equipment, contracted services, direct labor, materials and supervision associated with its existing asset build out on the T&D assets from SDTS as follows:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
(In thousands) |
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||
Asset build out payments received |
| $ | 17,285 |
|
| $ | 57,251 |
|
| $ | 48,845 |
|
| $ | 151,075 |
|
13
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
Asset build out costs are included on the Consolidated Balance Sheets under Property, Plant and Equipment - net.
On February 12, 2015, the Partnership entered into a subordinated and unsecured loan agreement of $10.0 million with Loyal Trust No. 1 (LT1), a related party, as amended on, February 16, 2018. The promissory note matures on December 31, 2019. The revolving promissory note accrues interest at the floating JP Morgan Chase Prime Rate with all interest compounded semiannually. As of September 30, 2018 and December 31, 2017, the Partnership had no amount outstanding on the subordinated note.
No interest expense was incurred on the subordinated note during the three and nine month periods ended September 30, 2018. The interest expense and fees on the subordinated note were no amount and approximately $100,000 during the three and nine months ended September 30, 2017, respectively.
The Partnership leases office space for its Dallas location from an affiliate through a contractually agreed upon lease amount. Charges for the lease are included in general and administrative expense in the accompanying Consolidated Statements of Operations as follows:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
(In thousands) |
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||
Lease office expense |
| $ | 69 |
|
| $ | 90 |
|
| $ | 154 |
|
| $ | 262 |
|
An affiliate of the Partnership provides services to the Partnership at contractually agreed upon hourly rates and set amounts for infrastructure support. Charges for such services are included in general and administrative expense in the accompanying Consolidated Statements of Operations as follows:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
(In thousands) |
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
| ||||
Infrastructure support services |
| $ | 667 |
|
| $ | 648 |
|
| $ | 2,659 |
|
| $ | 1,880 |
|
Accrued fees related to these charges are included in due to affiliates on the Partnership’s Consolidated Balance Sheets and were approximately $668,000 and $763,000 as of September 30, 2018 and December 31, 2017, respectively.
(8) | Allocation of Partners’ Capital |
Revenues, income, gains, losses, expenditures, deductions, credits and distributions, as defined in the partnership agreement, are allocated 1 percent to the general partner and 99 percent to the limited partner.
(9) | Credit Facility |
On May 15, 2014, the Partnership entered into an unsecured revolving credit facility of $5.0 million with Amegy Bank, as amended on, December 10, 2014. On August 11, 2017, the credit facility was amended and extended to increase the commitment to $10.0 million and extend the term. The credit facility accrues interest on the outstanding balance at the Prime Rate. At September 30, 2018, the Prime Rate was at 5.25%. In addition to the interest on the outstanding balance, commitment fees accrue at 0.35% for the unused portion of the credit facility. The revolving credit facility expires on August 11, 2019.
As of September 30, 2018 and December 31, 2017, the Partnership had no amount outstanding on the revolving credit facility, respectively. The interest expense and fees for the revolving credit facility were approximately $15,000 and $71,000 during the three and nine months ended September 30, 2018, respectively. The interest expense and fees for the revolving credit facility were approximately $18,000 and $105,000 during the three and nine months ended September 30, 2017, respectively.
The agreement requires maintenance of certain financial ratios and imposes certain restricted covenants. The Partnership was in compliance with all covenants as of September 30, 2018 and December 31, 2017, respectively.
14
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
(In thousands) |
| Maturity Date |
| 30-Sep-18 |
|
| December 31, 2017 | ||||||||||||
CVPE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate Notes - $23.5 million |
| January 15, 2020 |
| $ | 23,500 |
|
|
| 3.58 | % |
| $ | 23,500 |
|
|
| 3.58 | % |
|
Term Loan - $82.5 million |
| January 15, 2020 |
|
| 78,376 |
|
|
| 3.83 | % | * |
| 79,922 |
|
|
| 3.32 | % | * |
GSPE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan - $57.2 million |
| October 31, 2019 |
|
| 54,340 |
|
|
| 3.83 | % | * |
| 55,413 |
|
|
| 3.32 | % | * |
Total long-term debt |
|
|
|
| 156,216 |
|
|
|
|
|
|
| 158,835 |
|
|
|
|
|
|
Less: current portion of long-term debt |
|
|
|
| 3,493 |
|
|
|
|
|
|
| 3,493 |
|
|
|
|
|
|
Long-term debt |
|
|
| $ | 152,723 |
|
|
|
|
|
| $ | 155,342 |
|
|
|
|
|
|
*Interest based on LIBOR plus an applicable margin
Senior Secured Credit Facilities – On January 15, 2015, in conjunction with the acquisition, CVPE entered into a construction-term loan agreement consisting of a $106.5 million construction term loan syndicated to five banks and a $23.5 million senior secured note issued to Prudential Insurance Company of America and affiliates (Fixed Rate Notes). The senior secured credit facilities and Fixed Rate Notes are collateralized by the CVPE assets.
The CV Project was placed in service June 10, 2016 and the new transmission cost of service (TCOS) rate that included the CVPE assets was approved on September 22, 2016 by the PUCT. On November 30, 2016, the amount outstanding on the construction-term loan was converted into a term loan with a balance of $82.5 million. After this conversion, interest accrues at LIBOR plus 1.75%. Interest is payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months. Amortized principal amounts of the term loan are payable quarterly after the conversion. The outstanding borrowing under the term loan at September 30, 2018 and December 31, 2017 was $78.4 million and $79.9 million, respectively.
As of September 30, 2018 and December 31, 2017, the Fixed Rate Notes had a principal balance of $23.5 million, respectively. Interest is payable quarterly at a rate of 3.58% per annum. The Fixed Rate Notes and the term loan mature on January 15, 2020 and do not provide for any principal payments.
The construction-term loan agreement and senior secured notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreement, limitation on liens, investments and the incurrence of additional indebtedness. CVPE was in compliance with all debt covenants for the construction-term loan agreement at September 30, 2018 and December 31, 2017.
On March 31, 2015, GSPE entered into a construction-term loan agreement of $84.0 million syndicated to three banks. The senior secured credit facilities are collateralized by GSPE’s assets.
The GS Project was placed in service in March 29, 2016 and the new TCOS rate that included the GSPE assets was approved on June 13, 2016 by the PUCT. On October 31, 2016, the amount outstanding on the construction-term loan was converted into a term loan with a balance of $57.2 million. After this conversion, interest accrues at LIBOR plus 1.75%. Interest is payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months. Amortized principal amounts of the term loan are payable quarterly after the conversion. The term loan will mature on October 31, 2019. The outstanding borrowing under the term loan at September 30, 2018 and December 31, 2017 was $54.3 million and $55.4 million, respectively.
The construction-term loan agreement contains certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreement, limitation on liens, investments and the incurrence of additional indebtedness. GSPE was in compliance with all debt covenants for the construction-term loan agreement at September 30, 2018 and December 31, 2017.
15
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
Future maturities of the total long-term debt as of September 30, 2018 are as follows:
(In thousands) |
| Total |
| |
Year Ending December 31: |
|
|
|
|
2018 - Q4 |
| $ | 874 |
|
2019 |
|
| 56,045 |
|
2020 |
|
| 99,297 |
|
|
| $ | 156,216 |
|
(11) | Postretirement Benefits |
The Partnership provides continued major medical and dental coverage to retired employees and their dependents meeting certain eligibility requirements. The Partnership’s postretirement health care benefit plan provides prescription drug coverage. The Medicare Prescription Drug Improvement and Modernization Act of 2003 includes a federal subsidy for plans that offer prescription drug benefits that are actuarially equivalent to Medicare Part D. The Partnership and the actuarial advisors have determined that the prescription drug coverage provided by the Partnership’s postretirement health care benefit plan is actuarially equivalent to Medicare Part D, and accordingly, the subsidy provides some relief for ongoing retiree prescription costs.
The Partnership is required to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability on its balance sheet. FASB guidance requires an entity to include items that have not yet been recognized as net periodic postretirement benefit cost as a component of accumulated other comprehensive income. However, for a regulated utility this item is allowed to be recorded as a regulatory asset if: (i) the utility has historically recovered and currently recovers postretirement benefit plan expenses in its electric rates; and (ii) there is no negative evidence that the existing regulatory treatment will change. The Partnership has recorded the unrecognized components of net periodic postretirement benefit cost as a regulatory asset (liability) as these expenses are probable of future recovery.
(12) | Fair Value of Financial Instruments |
In accordance with ASC Topic 820, Fair Value Measurements and Disclosures, the Partnership is required to assess the fair value of its financial instruments and disclose the level of inputs used for that estimate set forth in ASC 820.
The carrying amounts of the Partnership’s cash and cash equivalents, due to and from affiliates, and accounts payable approximate fair value due to the short-term nature of these assets and liabilities.
As of September 30, 2018 and December 31, 2017, the Partnership had approximately $132.7 million and $135.3 million, respectively, of borrowings under the construction-term loans which accrued interest under a floating rate structure. Accordingly, the carrying value of such indebtedness approximated the fair value for the amounts outstanding.
The Partnership also had borrowings totaling $23.5 million under senior secured notes with a rate of 3.58% per annum as of September 30, 2018 and December 31, 2017. The fair value of these borrowings is estimated using discounted cash flow analysis based on current market rates.
Financial instruments, measured at fair value as defined by ASC 820, by level within the fair value hierarchy were as follows:
|
| Carrying |
|
| Fair Value |
| ||||||||||
(In thousands) |
| Value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
September 30, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
| $ | 156,216 |
|
| $ | — |
|
| $ | 155,892 |
|
| $ | — |
|
December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
| 158,835 |
|
|
| — |
|
|
| 158,673 |
|
|
| — |
|
16
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
Leases
The Partnership has various obligations under operating leases pertaining to equipment, facilities and office space. Charges for the operating leases included in general and administrative expense in the accompanying Consolidated Statements of Operations amounted to approximately $114,000 and $392,000 during the three and nine months ended September 30, 2018, respectively.
The following is a schedule of future minimum lease payments required under operating leases with a term of greater than 12 months at inception as of September 30, 2018:
(In thousands) |
| Total |
| |
Year Ending December 31: |
|
|
|
|
2018 - Q4 |
| $ | 189 |
|
2019 |
|
| 493 |
|
2020 |
|
| 283 |
|
2021 |
|
| 277 |
|
Thereafter |
|
| — |
|
|
| $ | 1,242 |
|
On April 29, 2016, the Partnership filed a system-wide rate proceeding with the PUCT to update its rates (April Rate Case Filing). Pursuant to a restructuring order issued by the PUCT in 2008 allowing the Partnership and SDTS to utilize a REIT structure, the April Rate Case Filing was prepared using the audited books and records of both Sharyland and SDTS and proposed rates to be set on a combined basis. However, as a result of a preliminary order issued by the PUCT in October 2016, Sharyland and SDTS filed an amended rate case application and rate filing packages (December Rate Case Filing) on December 30, 2016 with the PUCT, which superseded the April Rate Case Filing. On September 29, 2017, the PUCT issued an order dismissing the December Rate Case filing contingent on PUCT approval of the STM and the closing of the 2017 asset Exchange Agreement. See Note 2, 2017 Asset Exchange Agreement for additional information regarding the 2017 Asset Exchange Agreement.
In the interim, the Partnership reduced its base distribution rates by approximately 10% for its residential customers in its Stanton, Brady, and Celeste (SBC) service territories in accordance with the regulatory order issued on July 27, 2017 in Docket No. 45414. The recorded regulatory asset was transferred to Oncor in connection with the 2017 Asset Exchange Agreement. See Note 2, regarding the 2017 Asset Exchange Agreement.
On October 13, 2017, the PUCT issued an order approving the STM for the 2017 Asset Exchange Agreement and granting SDTS a CCN to continue to own and lease its assets to the Partnership. Also on October 13, 2017, the PUCT issued an order approving the settlement of Oncor’s rate case in Docket No. 46957 contingent on the closing of the 2017 Asset Exchange Agreement. The PUCT’s approval of the STM and Oncor’s rate case settlement were both conditions to the closing of the 2017 Asset Exchange Agreement.
Once the December Rate Case filing dismissal became effective, the Partnership and SDTS continued operating under their existing regulatory structure, and the current regulatory parameters remain in place until the next rate case, including an allowed return on equity of 9.7%, a capital structure of 55% debt and 45% equity and a cost of debt of 6.73%. The Partnership and SDTS will be required to file a new rate case in the calendar year 2020 with a test year ending December 31, 2019.
17
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
On February 27, 2018, the Partnership filed an update to its transmission cost of service rates under Docket No. 47649 in order to reflect an income tax allowance at the new 21% corporate federal income tax rate, due to the enactment of the TCJA. The Partnership has historically incorporated an income tax allowance in its MLAs at a 35% corporate federal income tax, and the Partnership’s existing lease supplements with SDTS reflect this assumption.
On February 6, 2018, Sharyland filed its request to recover the rate case expenses incurred in Docket’s No. 45414, 41723 and 42699. The amount requested included $7.9 million of expenses incurred by Sharyland and $0.47 million incurred by the municipalities within Sharyland’s service territory who intervened in Docket No. 45414. This case was heard by an administrative law judge (ALJ) in August and the company received a proposal for decision from the ALJ in October. The case is set to be considered by the PUCT in December.
(14) | Supplemental Cash Flow Information |
Supplemental cash flow information and non-cash investment and financing activities for the nine months ended September 30 are as follows:
(In thousands) |
| 2018 |
|
| 2017 |
| ||
Supplemental cash flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ | 126,879 |
|
| $ | 113,216 |
|
Cash paid for margin taxes |
|
| 1,754 |
|
|
| 1,540 |
|
Non-cash investing and financing activities |
|
|
|
|
|
|
|
|
Right of way additions to property, plant and equipment |
| $ | — |
|
| $ | 407 |
|
Financing obligation incurred |
|
| 50,029 |
|
|
| 108,677 |
|
Change in accrued additions to property, plant and equipment |
|
| 537 |
|
|
| 1,654 |
|
Property, plant and equipment - net transferred to deferred charges - regulatory assets |
|
| 1,590 |
|
|
| — |
|
Allowance for funds used during construction - debt |
|
| 74 |
|
|
| 1 |
|
(15) | Subsequent Events |
On October 18, 2018, the Partnership, SU Investment Partners, L.P. (the limited partner of the Partnership), Sempra Texas Utilities Holdings I, LLC (Sempra), and Sempra Energy entered into a definitive agreement pursuant to which Sempra will obtain a fifty percent (50%) limited partnership interest in Sharyland Holdings LP (Sharyland Holdings), which will own a 100% interest in the Partnership (the SU Investment). As a condition to Sempra’s investment in Sharyland Holdings, the Partnership also signed a definitive agreement with SDTS and Oncor to exchange, immediately prior to Sempra’s investment in Sharyland Holdings, the GSPE and certain development projects in the Texas Panhandle and South Plains regions, including the Lubbock Power & Light interconnection (LP&L Project) for SDTS’s south Texas assets (the Asset Exchange). The difference between the net book value of the exchanged assets will be paid in cash at closing. Additionally, under a separate agreement, Oncor agreed to provide certain operation and maintenance services to the Partnership’s assets following the closing of the transactions.
Concurrently with the execution of definitive agreements associated with the SU Investment and the Asset Exchange, Oncor entered into a definitive agreement to acquire InfraREIT, Inc. (the ultimate parent of SDTS)(the Oncor Merger). The Asset Exchange and Oncor Merger are mutually dependent on one another and neither will become effective without the closing of the other.
The closing of the transactions is dependent upon and subject to several closing conditions, including:
| (i) | PUCT approval of the SU Investment, the Asset Exchange, and the Oncor Merger, |
| (ii) | Other necessary regulatory approvals including Federal Energy Regulatory Commission approval, Hart-Scott Rodino clearance, and the Committee on Foreign Investment in the United States clearance, |
| (iii) | InfraREIT, Inc. stockholder approval, |
| (iv) | Certain lender consents, and |
| (v) | Other customary closing conditions. |
18
SHARYLAND UTILITIES, L.P.
Notes to the Consolidated Financial Statements
(Unaudited)
Under the definitive agreements, the Partnership, SDTS, and Oncor are required to file a Sale-Transfer-Merger application with the PUCT no later than November 30, 2018. The transactions are expected to close by mid-2019. Upon closing, all existing agreements between the Partnership and SDTS will terminate.
The Partnership has evaluated subsequent events from the Balance Sheet date through November 12, 2018, the date at which the Financial Statements were made available to be issued, and determined there are no other items to disclose.
