AMBERJACK PIPELINE COMPANY LLC
Table of Contents
Report of Independent Auditors
To the Management Committee and Members
Amberjack Pipeline Company LLC
We have audited the accompanying financial statements of Amberjack Pipeline Company LLC, which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of income, members’ capital and cash flows for each of the three years in the period ended December 31, 2020 and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amberjack Pipeline Company LLC at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with U.S. generally accepted accounting principles.
Adoption of ASU No. 2014-09
As discussed in Note 2 of the financial statements, Amberjack Pipeline Company LLC amended its method for accounting for revenue as of January 1, 2019 due to the adoption of Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), and the amendments in ASUs 2015-14, 2016-08, 2016-10 and 2016-12. Our opinion is not modified with respect to this matter.
Adoption of ASU No. 2016-02
As discussed in Note 2 of the financial statements, Amberjack Pipeline Company LLC changed its method of accounting for leases as a result of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2016-02, “Leases” (Topic 842), effective January 1, 2020. Our opinion is not modified with respect to this matter.
/s/ Ernst & Young LLP
Houston, Texas
February 18, 2021
AMBERJACK PIPELINE COMPANY LLC
BALANCE SHEETS
| | | | | | | | | | | | | | |
| | December 31, |
| | | 2020 | | 2019 |
| ASSETS | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 10,670,102 | | | $ | 18,558,635 | |
| Accounts receivable, net | | | | |
| Related parties | | 13,460,529 | | | 15,003,531 | |
| Third parties | | 12,553,884 | | | 12,786,503 | |
| Materials and supplies inventory | | 5,019,639 | | | 5,019,639 | |
| Allowance oil, net | | 1,597,244 | | | 2,606,822 | |
| Other current assets | | 294,086 | | | 2,156,799 | |
| Total current assets | | 43,595,484 | | | 56,131,929 | |
| Property, plant and equipment | | 1,093,245,582 | | | 1,086,231,821 | |
| Accumulated depreciation | | (340,805,486) | | | (287,799,348) | |
| Property, plant and equipment, net | | 752,440,096 | | | 798,432,473 | |
| Operating lease right of use assets - related party, net | | 38,973,934 | | | — | |
| Operating lease right of use assets - third party, net | | 2,566,753 | | | — | |
| Finance lease right of use assets - related party, net | | 37,987,690 | | | — | |
| Prepaid and other deferred charges | | 4,387,855 | | | 4,704,523 | |
| Advance for operations due from related party | | 300,000 | | | 300,000 | |
| Total assets | | $ | 880,251,812 | | | $ | 859,568,925 | |
| LIABILITIES and MEMBERS’ CAPITAL | | | | |
| Current liabilities | | | | |
| Accounts payable and accrued liabilities | | $ | 1,197,543 | | | $ | 57,128 | |
| Payable to related parties | | 1,084,454 | | | 3,566,311 | |
| Current operating lease liability - related party | | 1,148,752 | | | — | |
| Current operating lease liability - third party | | 122,027 | | | — | |
| Current finance lease liability - related party | | 1,259,427 | | | — | |
| Current asset retirement obligation | | 5,000,000 | | | — | |
| Other current liabilities | | 167,757 | | | 167,757 | |
| Total current liabilities | | 9,979,960 | | | 3,791,196 | |
| Noncurrent operating lease liability - related party | | 36,260,260 | | | — | |
| Noncurrent operating lease liability - third party | | 2,319,206 | | | — | |
| Noncurrent finance lease liability - related party | | 37,223,106 | | | — | |
| Noncurrent asset retirement obligation | | 2,000,000 | | | — | |
| Long-term liabilities and deferred revenue | | 46,605,088 | | | 32,283,319 | |
| Commitments and contingencies (Notes 11) | | | | |
| Members’ capital | | 745,864,192 | | | 823,494,410 | |
| Total liabilities and members’ capital | | $ | 880,251,812 | | | $ | 859,568,925 | |
| The accompanying notes are an integral part of these financial statements. |
AMBERJACK PIPELINE COMPANY LLC
STATEMENTS OF INCOME
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | |
| | | 2020 | | 2019 | | 2018 |
| Revenue | | | | | | |
| Operating revenue – related parties | | $ | 155,104,657 | | | $ | 175,023,100 | | | $ | 166,264,591 | |
| Operating revenue – third parties | | 121,333,319 | | | 135,687,795 | | | 128,604,011 | |
| Product revenue – related parties | | 3,683,029 | | | 4,076,886 | | | — | |
| Total revenue | | 280,121,005 | | | 314,787,781 | | | 294,868,602 | |
| Operating costs and expenses | | | | | | |
| Operations and maintenance - related parties | | 13,439,720 | | | 17,001,274 | | | 17,233,252 | |
| Operations and maintenance - third parties | | 521,094 | | | 1,074,034 | | | 316,173 | |
| Cost of product sold | | 7,945,144 | | | 3,901,004 | | | — | |
| General and administrative - related parties | | 1,631,040 | | | 6,330,437 | | | 8,471,315 | |
| General and administrative - third parties | | 108,436 | | | 356,933 | | | 275,685 | |
| Depreciation and amortization | | 54,486,612 | | | 42,903,834 | | | 42,842,469 | |
| Property taxes | | 91,919 | | | 170,112 | | | 52,091 | |
| Net gain on disposition of asset | | (217,021) | | | — | | | — | |
| Net loss on pipeline operations | | — | | | 1,327,826 | | | 4,257,575 | |
| Total costs and expenses | | 78,006,944 | | | 73,065,454 | | | 73,448,560 | |
| Operating income | | 202,114,061 | | | 241,722,327 | | | 221,420,042 | |
| Other income | | 167,756 | | | 167,756 | | | 167,756 | |
| Interest (expense) income | | (1,012,035) | | | 1,371,179 | | | 11,399 | |
| Net income | | $ | 201,269,782 | | | $ | 243,261,262 | | | $ | 221,599,197 | |
The accompanying notes are an integral part of these financial statements.
AMBERJACK PIPELINE COMPANY LLC
STATEMENTS OF MEMBERS’ CAPITAL
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shell Pipeline Company LP (1) | | Shell Midstream Partners, L.P. (1) | | Chevron Pipe Line Company | | Total |
| Members’ capital at December 31, 2017 | | $ | 481,100,958 | | | $ | — | | | $ | 451,634,508 | | | $ | 932,735,466 | |
| Net income before May 11, 2018 | | 33,903,997 | | | — | | | 31,224,843 | | | 65,128,840 | |
| Cash distributions before May 11, 2018 | | (36,212,500) | | | — | | | (33,150,000) | | | (69,362,500) | |
| Equity transfer on May 11, 2018 | | (478,792,455) | | | 478,792,455 | | | — | | | — | |
| Net income after May 11, 2018 | | — | | | 80,300,000 | | | 76,170,357 | | | 156,470,357 | |
| Cash distributions after May 11, 2018 | | — | | | (104,400,000) | | | (97,037,500) | | | (201,437,500) | |
| Members’ capital at December 31, 2018 | | $ | — | | | $ | 454,692,455 | | | $ | 428,842,208 | | | $ | 883,534,663 | |
Impact of change in accounting principle (2) | | — | | | (9,426,518) | | | (9,426,517) | | | (18,853,035) | |
| Net income | | — | | | 126,026,831 | | | 117,234,431 | | | 243,261,262 | |
| Cash distributions | | — | | | (147,142,310) | | | (137,306,170) | | | (284,448,480) | |
| Members’ capital at December 31, 2019 | | $ | — | | | $ | 424,150,458 | | | $ | 399,343,952 | | | $ | 823,494,410 | |
| Net income | | — | | | 102,437,549 | | | 98,832,233 | | | 201,269,782 | |
| Cash distributions | | — | | | (146,075,000) | | | (132,825,000) | | | (278,900,000) | |
| Members’ capital at December 31, 2020 | | $ | — | | | $ | 380,513,007 | | | $ | 365,351,185 | | | $ | 745,864,192 | |
(1) On May 11, 2018, Shell Midstream Partners, L.P. acquired Shell Pipeline Company LP’s ownership interests in Amberjack Pipeline Company LLC, which is comprised of 75% of the issued and outstanding Series A membership interests and 50% of the issued and outstanding Series B membership interests. The other 25% of Series A units and 50% of Series B units remain with Chevron Pipe Line Company.
(2) Impact of adoption of Topic 606, Revenue from Contracts with Customers effective January 1, 2019.
The accompanying notes are an integral part of these financial statements.
AMBERJACK PIPELINE COMPANY LLC
STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | 2020 | | 2019 | | 2018 |
| Cash flows from operating activities | | | | | | |
| Net income | | $ | 201,269,782 | | | $ | 243,261,262 | | | $ | 221,599,197 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | 54,486,612 | | | 42,903,834 | | | 42,842,469 | |
| Net loss on pipeline operations | | — | | | 1,327,826 | | | 4,257,575 | |
| Changes in operating assets and liabilities | | | | | | |
| (Increase) decrease in accounts receivables - related parties | | 1,543,002 | | | 517,538 | | | (5,846,396) | |
| (Increase) decrease in accounts receivable - third parties | | 232,620 | | | (481,037) | | | (3,492,423) | |
| (Increase) decrease in materials and supplies inventory and allowance oil, net | | 1,009,578 | | | (2,639,407) | | | (4,769,105) | |
| (Increase) decrease in prepaid and other deferred charges | | 415,416 | | | (141,183) | | | (449,975) | |
| Increase (decrease) in accounts payable, accrued and other liabilities - related parties | | (2,481,856) | | | (384,905) | | | 104,919 | |
| Increase (decrease) in accounts payable, accrued and other liabilities - third parties | | 1,140,414 | | | 904,765 | | | (304,727) | |
| Increase (decrease) in other long-term liability | | 14,321,769 | | | 9,306,179 | | | (167,758) | |
| Net cash provided by operating activities | | 271,937,337 | | | 294,574,872 | | | 253,773,776 | |
| Cash flows from investing activities | | | | | | |
| Capital expenditures | | (13,761) | | | (1,029,776) | | | (1,257,358) | |
| Net cash used in investing activities | | (13,761) | | | (1,029,776) | | | (1,257,358) | |
| Cash flows from financing activities | | | | | | |
| Principal payment for finance lease | | (912,109) | | | — | | | — | |
| Distributions to members | | (278,900,000) | | | (284,448,480) | | | (270,800,000) | |
| Net cash used in financing activities | | (279,812,109) | | | (284,448,480) | | | (270,800,000) | |
| (Decrease) increase in cash and cash equivalents | | (7,888,533) | | | 9,096,616 | | | (18,283,582) | |
| Cash and cash equivalents at the beginning of the period | | 18,558,635 | | | 9,462,019 | | | 27,745,601 | |
| Cash and cash equivalents at the end of the period | | $ | 10,670,102 | | | $ | 18,558,635 | | | $ | 9,462,019 | |
| | | | | | | |
| Supplemental cash flow information | | | | | | |
| Change in accrued capital expenditures | | $ | — | | | $ | 1,029,776 | | | $ | (1,029,776) | |
The accompanying notes are an integral part of these financial statements.
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
1. Organization and Business
Amberjack Pipeline Company LLC (“Amberjack”, “we”, “us” or “our”) is a Delaware limited liability company (“LLC”), which owns a pipeline system for the transportation of crude oil from the Green Canyon, Ewing Bank and Grand Isle areas in the Gulf of Mexico to the intersection with the Mars Oil Pipeline Company LLC’s (“Mars”) pipeline at Fourchon, Louisiana. Amberjack was formed in 2005 from a previous partnership between Shell Pipeline Company LP (“Shell Pipeline”, “Operator“), an indirect wholly-owned subsidiary of Shell Oil Company (“Shell Oil”) and Chevron Pipe Line Company (“Chevron”). Both Shell Pipeline and Chevron (collectively, the “Members”) contributed cash and certain pipeline related assets to Amberjack. Following the formation, Amberjack issued two series of ownership interests wherein, (i) all the assets and liabilities of the former Partnership became the assets and liabilities of Amberjack Series A (“Series A”) units, 75% owned by Shell Pipeline and 25% owned by Chevron and (ii) Amberjack Series B (“Series B”) units were owned 50% by Shell Pipeline and 50% by Chevron. The proceeds from the issuance of the Series B units were used to fund the construction of the Tahiti pipeline. Amberjack is an LLC, and as such, no Member is liable for debts, obligations or liabilities, including under a judgment decree or order of a court, and shall continue until such time as a certificate of cancellation is filed with the Secretary of the State of Delaware.
On May 11, 2018, Shell Midstream Partners, L.P. (“Shell Midstream”) acquired Shell Pipeline’s ownership interests in Amberjack, which is comprised of 75% of the issued and outstanding Series A membership interests and 50% of the issued and outstanding Series B membership interests. The remaining 25% of Series A units and 50% of Series B units remain with Chevron.
As per the original Operating Agreement dated May 1, 1996, between Amberjack and Shell Pipeline (the “Operating Agreement”), Shell Pipeline continues to operate the Amberjack pipeline system on behalf of the company as of today.
2. Recent Accounting Pronouncements
Standard Adopted as of January 1, 2020
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13 to Topic 326, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the current incurred loss impairment method with a method that reflects expected credit losses on financial instruments. The measurement of current expected credit losses under the new guidance is applicable to financial assets measured at amortized cost, including third-party trade receivables. We adopted the new standard effective January 1, 2020, using the modified retrospective method for all financial assets measured. No cumulative-effect adjustment to Members' Equity was required upon adoption. The adoption of ASU 2016-13 did not have a material impact on our financial statements.
In February 2016, the FASB issued ASU 2016-02 to Topic 842, Leases. As permitted, we adopted the new lease standard (as defined in Note 7 — Leases) using the modified retrospective approach, effective January 1, 2020, which provides a method for recording existing leases at the beginning of the period of adoption. As such, results and balances prior to January 1, 2020 are not adjusted and continue to be reported in accordance with our historical accounting under previous generally accepted accounting principles in the United States (“GAAP”). See Note 7 — Leases for additional information and disclosures required by the new lease standard.
3. Summary of Significant Accounting Policies
We practice the following significant accounting policies, which are presented as an aid to understanding the financial statements.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with GAAP.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management believes the estimates are reasonable.
Cash and Cash Equivalents
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
Cash and cash equivalents are comprised of cash on deposit at the bank.
Accounts Receivable
Our accounts receivable is primarily from purchasers and shippers of crude oil. These purchasers include, but are not limited to, refiners, producers, marketing and trading companies and financial institutions that are active in the physical and financial commodity markets. The majority of our accounts receivable relate to our crude oil logistics activities with our shippers.
We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. We establish provisions for losses on third-party accounts receivable due from shippers and operators based on current expected credit losses. As of December 31, 2020 and 2019, we had no allowance for doubtful accounts.
Inventories
Inventories of materials and supplies are carried at the lower of average cost or net realizable value.
Allowance Oil
A loss allowance factor of 0.1% per barrel is incorporated into applicable crude oil tariffs to offset evaporation and other losses in transit. Allowance oil represents the net difference between the tariff pipeline loss allowance (“PLA”) volumes and the actual volumetric losses. We take title to any excess loss allowance when product losses are within an allowed level and convert that product to cash periodically at prevailing market prices.
Allowance oil is valued at cost using the average market price for the relevant type of crude oil during the month the product was transported. At the end of each reporting period, we assess the carrying value of our allowance oil and make any adjustments necessary to reduce the carrying value to the applicable net realizable value. We recorded a net realizable value adjustment to allowance oil of $465,619, $212,241 and $597,763 for the year ended December 31, 2020, 2019 and 2018, respectively.
Cost of product sold in 2020, 2019 and 2018 presented within the accompanying statements of income represent the cost of sales of allowance oil and any net realizable value adjustments recorded during the reporting period. See Revenue Recognition discussed below.
Other Current Assets
We entered into several lease agreements to lease usage of offshore platform spaces (“LOPS agreements”) located at Green Canyon Block 19 (“GC 19”) and Ship Shoal Block 332 (“SS 332”). Other current assets in the accompanying balance sheets includes prepaid insurance and prepaid common facilities expense.
Property, Plant, and Equipment, net
Property, plant and equipment, net is stated at its historical cost of construction, or upon acquisition, at either the fair value of the assets acquired or the historical carrying value to the entity that placed the asset in service. Expenditures for major renewals and betterments are capitalized while minor replacements, maintenance and repairs, which do not improve or extend asset life, are expensed when incurred. For constructed assets, all construction-related direct labor and material costs, as well as indirect construction costs, are capitalized. Gains and losses on the disposition of assets are recognized on the accompanying balance sheets against the accumulated depreciation unless the retirement was an abnormal or extraordinary item.
We compute depreciation using the straight-line method based on estimated economic lives. Historically, we applied composite depreciation rates from 3.33% to 20% to functional groups of property having similar economic characteristics. Following the composite method of depreciation, the gains and losses from ordinary disposals or retirements of property, plant and equipment normally would be credited or charged to accumulated depreciation. The gains and losses from the disposal of the raw construction material are recognized as Loss on disposition of asset within the statements of income.
The following represent the remaining lives effective January 1, 2018: 20 to 23 years for right-of-way, line pipe, line pipe fittings, pipeline construction; 11 to 19 years for buildings, pumping equipment, other station equipment, office furniture and equipment; and 14 to 17 years for communication systems, vehicles and other work equipment (oil tanks and delivery facilities are no longer applicable to our assets). The composite depreciation rates effective January 1, 2018 range from 2.9% to 5.9%.
Prepaid and Other Deferred Charges
Prepaid and other deferred charges represent payment to Shell GOM Pipeline Company LLC (“SGPC”) for the upgrade and replacement of equipment at GC 19 common facilities platform. This platform is owned by SGPC and is used by Amberjack
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
and other parties. The project was completed in 2016 and our share of the costs are being amortized over the asset useful life of 30 years.
Asset Retirement Obligations
Asset retirement obligations (“AROs”) represent contractual or regulatory obligations associated with the retirement of long-lived assets that result from acquisition, construction, development and/or normal use of the asset. We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses at fair value on a discounted basis when they are incurred and can be reasonably estimated. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value and the initial capitalized costs are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when settled at the time the asset is taken out of service. The settlement date of these obligations will depend mostly on the various supply sources that connect to our pipelines and the ongoing demand for usage in the markets we serve. Except as discussed below, we expect these supply sources and market demands to continue for the foreseeable future. As the settlement dates of obligations are indeterminate, there is not sufficient information to make a reasonable estimate of the AROs of our assets as of December 31, 2020 and 2019.
In October 2020 Amberjack received from Chevron a notification of the cessation of production of the GC 205 platform. Amberjack’s management estimated it would cost $7,000,000 to abandon the South Corridor assets. As a result, management concluded there was sufficient information to make a reasonable estimate of the costs to decommission the asset and that the AROs with respect of the South Corridor assets should be recognized in the fourth quarter of 2020. No other AROs have been recognized for the year ended December 31, 2020 and 2019.
Impairments of Long-Lived Assets
Long lived assets of identifiable business activities are evaluated for impairment when events or changes in circumstances indicate, in our management’s judgment, that the carrying value of such assets may not be recoverable. These events include market declines that are believed to be other-than-temporary, changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adverse changes in the legal or business environment, such as adverse actions by regulators. If an event occurs, which is a determination that involves judgment, we evaluate the recoverability of our carrying values based on the long-lived asset’s ability to generate future cash flows on an undiscounted basis. When an indicator of impairment has occurred, we compare our management’s estimate of forecasted undiscounted future cash flows attributable to the assets to the carrying value of the assets to determine whether the assets are recoverable (i.e., the undiscounted future cash flows exceed the net carrying value of the assets). If the assets are not recoverable, we determine the amount of the impairment recognized in the financial statements by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the estimated fair value. In October 2020 Chevron filed a notification of the cessation of production of the GC 205 platform to the United States Department of the Interior Bureau of Safety and Environmental Enforcement. As a result of this filing, a review of abandoning the South Corridor assets was performed. After carefully evaluating the current fair value, it was determined that a $3,455,840 impairment was to be included on the Depreciation and amortization line in the accompany statements of income for 2020. No other impairments have been recognized for the year ended December 31,2020, 2019 or 2018.
Fair Value of Financial Instruments
Assets and liabilities requiring fair value presentation or disclosure are measured using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and are disclosed according to the quality of valuation inputs under the following hierarchy:
Level 1 - Quoted prices in an active market for identical assets or liabilities.
Level 2 - Inputs other than quoted prices that are directly or indirectly observable.
Level 3 - Unobservable inputs that are significant to the fair value of assets or liabilities.
The fair value of an asset or liability is classified based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable.
The carrying amounts of our Accounts receivable, net, Other current assets, Prepaid and other deferred charges, Accounts payable and accrued liabilities and Payable to related parties approximate their fair values due to their short-term nature.
Concentration of Credit and Other Risks
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
A significant portion of our receivables are from related parties, as well as other oil and gas companies. Although collection of these receivables could be influenced by economic factors affecting the oil and gas industry, management believes the risk of significant loss to be remote.
The following table shows revenues from third and related parties that accounted for 10% or more of Total revenue in the accompanying statements of income for the indicated periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | 2019 | | 2018 |
Shipper A (1) | $ | 133,265,315 | | 46 | % | | $ | 155,196,539 | | 50 | % | | $ | 145,960,449 | | 50 | % |
Shipper B (2) | 52,377,320 | | 18 | % | | 64,750,446 | | 21 | % | | 56,042,087 | | 19 | % |
(1) Related party shipper.
(2) Third party shipper.
The following table shows receivables from third and related parties that accounted for 10% or more of Accounts receivable, net in the accompanying balance sheet for the indicated dates:
| | | | | | | | | | | | | | | | | |
| December 31, |
| 2020 | | 2019 |
Shipper A (1) | $ | 11,003,853 | | 42 | % | | $ | 13,345,576 | | 48 | % |
Shipper B (2) | 5,699,662 | | 20 | % | | 5,578,152 | | 20 | % |
(1) Related party shipper.
(2) Third party shipper.
Development and production of crude oil in the service area of the pipeline are subject to, among other factors, prices of crude oil, as well as federal and state energy policy, which are not within our control.
We have concentrated credit risk for cash by maintaining deposits in a major bank, which may at times exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). We monitor the financial health of the bank and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. As of December 31, 2020 and 2019, we had $10,420,102 and $18,308,635, respectively, in cash and cash equivalents in excess of FDIC limits.
Net Loss on Pipeline Operations
We experience volumetric gains and losses from our pipeline operations that may arise from factors such as shrinkage or measurement inaccuracies within tolerable limits. Prior to January 1, 2019, gains and losses from pipeline operations that are related to allowance oil are presented net in the accompanying statements of income as net loss on pipeline operations. Beginning January 1, 2019, volumetric losses are recorded under Operating revenue in the accompanying statements of income.
Revenue Recognition
Our revenues are primarily generated from the transportation of crude oil through our pipelines. We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations.
See Note 8 – Revenue Recognition for information and disclosures related to revenue from contracts with customers.
Taxes
As an LLC, we have not historically incurred income tax expense in accordance with the provisions of the Internal Revenue Code, are not subject to U.S. federal income taxes. Rather, each Member includes its allocated share of our income or loss in its own federal and state income tax returns. We are responsible for various state property and ad valorem taxes, which are recorded in the accompanying statements of income as Property taxes.
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
4. Property, Plant and Equipment
Property, plant and equipment, net consists of the following as of the dates indicated:
| | | | | | | | | | | |
|
| December 31, |
| | 2020 | | 2019 |
| Buildings | $ | 26,253,142 | | | $ | 26,253,142 | |
| Line pipe, equipment and other pipeline assets | 1,046,537,440 | | | 1,039,523,679 | |
| Rights-of-way | 826,662 | | | 826,662 | |
| Office, communication and data handling equipment | 19,628,338 | | | 19,628,338 | |
| Total | 1,093,245,582 | | | 1,086,231,821 | |
| Accumulated depreciation | 340,805,486 | | | 287,799,348 | |
| Property, plant and equipment, net | $ | 752,440,096 | | | $ | 798,432,473 | |
Depreciation expense on property, plant and equipment is included in Depreciation and amortization in the accompanying statements of income for the years ended December 31, 2020, 2019 and 2018 in the amounts of $54,486,612, $42,903,834 and $42,842,469, respectively.
5. Related Party Transactions
We derive a significant portion of our operating and product revenue from related parties, which are based on published tariffs and contractual agreements. This activity amounted to $155,104,657, $175,023,100 and $166,264,591 for the years ended December 31, 2020, 2019 and 2018, respectively. All such transactions are within the ordinary course of business. At December 31, 2020 and 2019, we had affiliate receivables of $10,300,999 and $11,071,637, respectively, relating to transportation services. Non-transportation affiliate receivables at December 31, 2020 and 2019 were $3,159,530 and $3,931,894, respectively.
We have no employees and rely on the Operator to provide personnel who perform daily operating and administrative duties on our behalf. In accordance with terms of the Operating Agreement, Shell Pipeline charged us for aggregate expenses incurred on our behalf in the amounts of $8,409,523, $18,923,649 and $21,917,040, respectively, for the years ended December 31, 2020, 2019 and 2018. Chevron also charged us for expenses incurred on our behalf in the amounts of $2,321,519, $4,562,415 and $2,664,829, respectively, for the years ended December 31, 2020, 2019 and 2018. These expenses are included within Operations and maintenance or General and administrative in the accompanying statements of income.
Substantially all expenses we incur are paid by Shell Pipeline on our behalf. At December 31, 2020 and 2019, we owed $612,072 and $3,279,873, respectively, to reimburse Shell Pipeline for these expenses. We also owed Chevron $433,411 and $286,438, respectively, as of December 31, 2020 and 2019 for various projects led by Chevron. At both December 31, 2020 and 2019, we had a receivable balance of $300,000 from Shell Pipeline, which is comprised of advance payments we made to Shell Pipeline to fund operating expenses. This balance is presented as Advance for operations due from related party on the accompanying balance sheets.
Employees who directly or indirectly support our operations participate in the pension, postretirement health and life insurance and defined contribution benefit plans sponsored by Shell Oil, which includes other Shell Oil subsidiaries. Our share of pension and postretirement health and life insurance costs for the years ended December 31, 2020, 2019 and 2018 were $228,953, $849,746 and $1,233,882, respectively. Our share of defined contribution benefit plan costs for the same periods were $86,115, $341,764 and $492,174, respectively. Pension and defined contribution benefit plan expenses are included in General and administrative in the accompanying statements of income.
See Note 7 – Leases for information and disclosures related to leases with related parties.
6. Cost Sharing Agreement
In July 2014, the lease on platform ST301, which was previously utilized by Series A’s pipeline, was terminated. To continue operations, Series A built a subsea access route around the platform and is the sole owner of the new infrastructure, however two affiliate-owned pipelines are connected to Series A’s pipeline. These two affiliates have a cost sharing agreement with
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
Series A to share common costs including the main bypass piping, engineering, design and permitting. The contributed cash is accounted for as deferred income and is included in Other current liabilities and Long-term liabilities and deferred income on the accompanying balance sheets. At December 31, 2020 and 2019, Series A had $3,788,591 and $3,956,348 of deferred income balances, respectively, which relate to prepaid construction costs on Brutus Pipeline as a result of the cost sharing agreement for the ST 301 re-route project. These balances are amortized over the 30-year useful life of the asset and for each of the years ended December 31, 2020, 2019 and 2018, we recorded related amortization of $167,757 to Other income in the accompanying statements of income.
7. Leases
Adoption of ASC Topic 842 “Leases”
On January 1, 2020, we adopted ASC Topic 842 (the “new lease standard”) by applying the modified retrospective approach to all leases on January 1, 2020. Under this new guidance, lessees are required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases. We elected the package of practical expedients upon transition that permits us to not reassess (1) whether any contracts entered into prior to adoption are or contain leases, (2) the lease classification of existing leases and (3) initial direct costs for any leases that existed prior to adoption.
Upon adoption on January 1, 2020, we recognized operating lease right-of-use (“ROU”) assets and corresponding lease liabilities of $58,748,340.
Lessee accounting
We determine if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. The lease classification affects the expense recognition in the income statement. Operating lease costs are recorded entirely in operating expenses. Finance lease costs are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense.
Under the new lease standard, operating leases (as lessee) are included in Operating lease right of use assets- related party, net, Operating lease right of use assets- third party, net, Current operating lease liabilities- related party, Current operating lease liabilities- third party, Noncurrent operating lease liabilities- related party, and Noncurrent operating lease liabilities- third party in our balance sheets. Finance leases (as lessee) are included in Finance lease right of use assets- related party, Finance lease amortization of right of use assets- related party, Finance lease right of use assets- related party, net, Current finance lease liabilities- related party, and Noncurrent finance lease liabilities- related party in our balance sheets. ROU assets and lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at transition date in determining the present value of future payments. The ROU asset includes any lease payments made but excludes lease incentives and initial direct costs incurred, if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Lease extensions
Many of our leases have options to either extend or terminate the lease. In determining the lease term, we considered all available contract extensions that are reasonably certain of occurring.
Significant assumptions and judgments
Incremental borrowing rate. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate (“IBR”) at the commencement of the lease and estimate the IBR for each lease agreement taking into consideration lease contract term, collateral and entity credit ratings, and use sensitivity analyses to evaluate the reasonableness of the rates determined.
Lease balances and costs
Operating leases
We have several LOPS agreements to lease usage of offshore platform spaces located at GC 19. The original LOPS agreement at platform GC 19 commenced on October 1, 1997 was amended on April 1, 2009 and on November 1, 2016 for the lease of
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
additional platform space. The amended agreement is effective for ten years from the effective or amendment date, with an option for annual renewal thereafter with a 180 days prior written notice. Effective April 1, 2020, we elected to discontinue this operational lease agreement and entered into a finance lease agreement as described in the Finance leases section below. Therefore, lease payments for the years ended December 31, 2020, 2019 and 2018 were $552,270, $1,342,254 and $1,298,690, respectively.
In March 2014, Amberjack assumed all of the rights, duties and obligations of Shell Pipeline’s lease of platform space located in SS 332. The assumed lease agreement was effective April 1, 2002 and shall continue until the earliest date that (i) Amberjack facilities are abandoned by Amberjack and removed as set forth in the lease agreement, (ii) Amberjack, in its sole discretion, elects to discontinue operations when crude oil ceases to be delivered through the Amberjack facilities for a period of three consecutive months or (iii) both parties agree to terminate the agreement. Notwithstanding the foregoing, the lease agreement may be terminated earlier upon ninety days’ prior written notice by either party. The agreement requires adjustment of the lease payment annually based on the Wage Index Adjustment as published by the Council of Petroleum Accountants Society (“COPAS”). Lease payments for SS 332 were $187,937, $178,837 and $174,482, respectively, for the years ended December 31, 2020, 2019 and 2018.
Effective July 1, 2014, we entered into a LOPS agreement to lease additional space at GC 19 from an affiliate of Shell Oil in order to deliver crude oil production gathered from the Jack/St. Malo (“JSM”) host platform to downstream pipelines at GC 19. The agreement is effective for an initial term of five years and continues annually thereafter. Each party can terminate the agreement at the end of the initial term, or any extension term, with prior written notice of at least 90 days. The agreement requires adjustment of the lease payment annually based on the Wage Index Adjustment as published by the COPAS. Related lease payments were $1,368,013, $1,337,307 and $1,296,948, respectively, for the years ended December 31, 2020, 2019 and 2018.
Effective July 1, 2016, we entered into a LOPS agreement to further lease additional space at GC 19 from an affiliate of Shell Oil in order to operate a 24-inch crude oil pipeline that will deliver crude oil to downstream pipelines at Fourchon Junction. The agreement is effective for an initial term of 5 years and continues annually thereafter. Each party can terminate the agreement at the end of the initial term or extension term with written notice of at least 90 days prior to the intended termination date. The agreement requires minimum annual lease payments of $1,218,808, adjusted annually based on the percent increase published by COPAS. Related lease payments $1,667,349, $1,629,925 and $1,627,922, respectively, for the years ended December 31, 2020, 2019 and 2018.
Total lease expense for the years ended December 31, 2020, 2019 and 2018 was $3,775,568, $4,488,323 and $4,398,042, respectively. Lease expense is included in Operations and maintenance within the accompanying statements of income as all related lease agreements are deemed to be operating leases.
Finance leases
Effective April 1, 2020, we entered into a LOPS agreement with an affiliate company for $2,775,805 per year at the Green Canyon 19 (“GC19”) platform in the Gulf of Mexico. The terms of this agreement were assessed at 100% life of the platform and therefore obligates us to recognize this agreement as a finance lease under the new lease standards. This agreement shall remain in full force and effect for the initial term of five years. Thereafter it may be extended annually or terminated with a written notice at least ninety days prior to the intended termination date. Finance lease payments were $2,081,855 for year ended December 31, 2020.
The following tables summarize balance sheet data related to leases at December 31, 2020 and our lease costs as of and for the year ended December 31, 2020
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
| | | | | | | | | | | | | | | | | | | | |
| Leases | | Classification | | December 31, 2020 |
| Assets | | | | |
| Operating lease assets | | Operating lease right of use assets - related party | | $ | 38,973,934 | |
| Operating lease assets | | Operating lease right of use assets - third party | | 2,566,753 | |
Finance lease assets (1) | | Finance lease right of use assets - related party | | 37,987,689 | |
| Total lease assets | | | | $ | 79,528,376 | |
| | | | |
| Liabilities | | | | |
| Current | | | | |
| Operating | | Current operating lease liability - related party | | $ | 1,148,752 | |
| Operating | | Current operating lease liability - third party | | 122,027 | |
| Finance | | Current finance lease liability- related party | | 1,259,427 | |
| Noncurrent | | | | |
| Operating | | Noncurrent operating lease liability - related party | | 36,260,260 | |
| Operating | | Noncurrent operating lease liability - third party | | 2,319,206 | |
| Finance | | Noncurrent finance lease liability - related party | | 37,223,106 | |
| Total lease liabilities | | | | $ | 78,332,778 | |
(1) Finance lease assets are recorded net of accumulated amortization of $1,406,951 as of December 31, 2020.
| | | | | | | | | | | | | | |
| Lease cost | | Classification | | December 31, 2020 |
| Operating lease cost | | Operations and maintenance - related parties | | $ | 3,772,604 | |
| Operating lease cost | | Operations and maintenance - third parties | | 187,937 | |
| Finance lease cost (cost resulting from lease payments): | | |
| Amortization of leased assets | | Depreciation and amortization | | 1,406,951 | |
| Interest on lease liabilities | | Interest (expense) income | | 1,169,746 | |
| Total lease cost | | | | $ | 6,537,238 | |
Other information
| | | | | | | | |
| | December 31, 2020 |
| Cash paid for amounts included in the measurement of lease liabilities: | | |
| Operating cash flows from operating leases | | $ | (2,295,656) | |
| Operating cash flows from finance leases | | (1,169,746) | |
| Financing cash flows from finance leases | | (912,109) | |
| | | | | | | | |
| | December 31, 2020 |
| Weighted-average remaining lease term (years): | | |
| Operating leases | | 20 | |
| Finance leases | | 20 | |
| | |
| Weighted-average discount rate: | | |
| Operating leases | | 5.0 | % |
| Finance leases | | 4.0 | % |
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
Annual maturity analysis
The future annual maturity of lease payments as of December 31, 2020 for the above lease obligations was:
| | | | | | | | | | | | | | | | | | | | |
| Maturity of lease liabilities | | Operating Leases (1) | | Finance Leases | | Total |
| 2021 | | $ | 3,223,299 | | | $ | 2,775,805 | | | $ | 5,999,104 | |
| 2022 | | 3,223,299 | | | 2,775,805 | | | 5,999,104 | |
| 2023 | | 3,223,299 | | | 2,775,805 | | | 5,999,104 | |
| 2024 | | 3,223,299 | | | 2,775,805 | | | 5,999,104 | |
| 2025 | | 3,223,299 | | | 2,775,805 | | | 5,999,104 | |
| Remainder | | 46,843,529 | | | 42,331,027 | | | 89,174,556 | |
| Total lease payments | | 62,960,024 | | | 56,210,052 | | | 119,170,076 | |
Less: Interest (2) | | 23,109,779 | | | 17,727,519 | | | 40,837,298 | |
Present value of lease liabilities (3) | | $ | 39,850,245 | | | $ | 38,482,533 | | | $ | 78,332,778 | |
(1) Lease payments adjust annually based on the Wage Index Adjustment, as published by COPAS.
(2) Calculated using the interest rate for each lease.
(3) Includes the current portion of $1,270,779 and $1,259,427 for the operating leases and finance leases, respectively.
8. Revenue Recognition
Adoption of Topic 606, Revenue from Contracts with Customers
On January 1, 2019, we adopted Topic 606 and all related ASUs to this Topic (collectively, the “new revenue standard”) by applying the modified retrospective method to all contracts that were not completed on January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented in accordance with the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under previous U.S. GAAP.
Upon the adoption of the new revenue standard, we recorded a non-cash cumulative effect transition adjustment to decrease the opening balance of Members’ capital in the amount of $18,853,034, which related to a deferral of revenue related to cash collected from life of lease contracts in the early years driven by tiered pricing terms or surcharges that relate to all of the performance obligations within the contracts.
Revenue Recognition
The new revenue standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new revenue standard requires entities to recognize revenue through the application of a five-step model, which includes: identification of the contract; identification of the performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and recognition of revenue as the entity satisfies the performance obligations.
Our revenues are primarily generated from the transportation of crude oil through our pipelines. To identify the performance obligations, we considered all the products or services promised in the contracts with customers, whether explicitly stated or implied based on customary business practices. Revenue is recognized when each performance obligation is satisfied under the terms of the contract. Each barrel of product transported is considered a distinct service that represents a performance obligation that would be satisfied over time if it were accounted for separately. The services provided over the contract period are a series of distinct services that are substantially the same, have the same pattern of transfer to the customer, and therefore, qualify as a single performance obligation. Since the customer simultaneously receives and consumes the benefits of services, we recognize revenue over time based on a measure of progress of volumes transported for transportation services contracts.
Product revenue related to allowance oil sales is recognized at the point in time when the control of the oil transfers to the customer.
For all performance obligations, payment is typically due in full within 30 days of the invoice date.
Disaggregation of Revenue – The following table provides information about disaggregated revenue by service type and customer type:
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
Series A
| | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | 2020 | | 2019 | | 2018 (1) |
| Transportation services revenue – third parties | | $ | 18.0 | | | $ | 12.5 | | | $ | 19.4 | |
| Transportation services revenue – related parties | | 14.5 | | | 17.8 | | | 13.3 | |
| Total transportation services revenue | | 32.5 | | | 30.3 | | | 32.7 | |
| | | | | | |
| Product revenue – related parties | | 3.7 | | | 4.1 | | | — | |
Total product revenue (2) | | 3.7 | | | 4.1 | | | — | |
| | | | | | |
| Total revenue | | $ | 36.2 | | | $ | 34.4 | | | $ | 32.7 | |
(1) As noted above, prior period amounts have not been adjusted under the modified retrospective method.
(2) Product revenue for 2020 and 2019 is comprised of allowance oil sales.
Series B
| | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | 2020 | | 2019 | | 2018 (1) |
| Transportation services revenue – third parties | | $ | 103.3 | | | $ | 162.5 | | | $ | 146.9 | |
| Transportation services revenue – related parties | | 140.6 | | | 117.9 | | | 115.2 | |
| Total transportation services revenue | | 243.9 | | | 280.4 | | | 262.1 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Total revenue | | $ | 243.9 | | | $ | 280.4 | | | $ | 262.1 | |
(1) As noted above, prior period amounts have not been adjusted under the modified retrospective method.
Transportation services revenue – We have both long-term dedication and transportation contracts and month-to-month transportation contracts for spot shippers that make nominations on our pipelines. For our long-term dedication and transportation contracts, customers dedicate production of the oil well for the life of the dedicated leases. Transportation services are charged at a per barrel rate. We apply the allocation exception guidance for variable consideration related to market indexing for long-term transportation contracts because (a) the variable payment relates specifically to our efforts to transfer the distinct service and (b) we allocate the variable amount of consideration entirely to the distinct service which is consistent with the allocation objective. Transportation services are billed monthly as services are rendered and revenue is recognized over time using an output method measure of progress based on each barrel transported.
Our contracts and tariffs contain terms for the customer to reimburse us for losses from evaporation or other loss in transit in the form of allowance oil. Allowance oil represents the net difference between the tariff PLA volumes and the actual volumetric losses. We obtain control of the excess oil not lost during transportation, if any. Under the revenue standard, we include the excess oil retained during the period, if any, as non-cash consideration and include this amount in the transaction price for transportation services on a net basis. Our allowance oil is valued using the average market price of the relevant type of crude oil during the month product was transported. Gains on pipeline operations that relate to allowance oil are recorded in Operations and maintenance in the accompanying consolidated statements of income.
Certain of our long-term dedication and transportation contracts contain tiered-pricing and/or surcharges imposed over a specific time period. For these contracts, we estimate the total transaction price using production forecasts multiplied by the transportation rate; this approach takes into consideration any tiered pricing, and any applicable surcharge. In considering whether the variable consideration is constrained, we consider scenarios in which forecasted volumes are significantly higher or lower during periods in which a surcharge or tiered price is in effect as well as scenarios in which the life of the dedicated leases is extended past its expected life.
Deferred revenue – Prior to January 1, 2019, deferred revenue under our transportation services arrangements was recognized into revenue once all contingencies or potential performance obligations associated with the related volumes had been satisfied or expired. After January 1, 2019, under certain contracts with tiered pricing arrangements, we are entitled to receive payments in advance of satisfying our performance obligations under the contracts. We recognize a liability for these payments in excess of revenue recognized and present it as deferred revenue on our balance sheets.
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
Product revenue – We generate revenue by selling accumulated allowance oil inventory to customers. Sale of allowance oil is recorded as product revenue, with specific cost based on a weighted average price per barrel recorded as cost of product sold.
Prior to the adoption of the new revenue standard, the subsequent sale of allowance oil, net of the product cost, was recorded as operations expense.
Impact of adoption – In accordance with the new revenue standard, the following table summarizes the impact of adoption on our financial statements as of and for the years ended December 31, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | 2020 |
| Statement of Income | | As Reported Under Topic 606 | | Amounts Without Adoption of Topic 606 | | Effect of Change Increase/(Decrease) |
| Revenue | | | | | | |
| Operating revenue – related parties | | $ | 155.1 | | | $ | 160.7 | | | $ | (5.6) | |
| Operating revenue – third parties | | 121.3 | | | 127.6 | | | (6.3) | |
| Product revenue – related parties | | 3.7 | | | (0.3) | | | 4.0 | |
| Costs and expenses | | | | | | |
| Operations and maintenance | | 13.9 | | | 13.9 | | | — | |
| Cost of product sold | | 7.9 | | | 4.0 | | | 3.9 | |
| Net loss on pipeline operations | | — | | | 2.4 | | | (2.4) | |
| Net income | | $ | 201.2 | | | $ | 210.6 | | | $ | (9.4) | |
| | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | 2019 |
| Statement of Income | | As Reported Under Topic 606 | | Amounts Without Adoption of Topic 606 | | Effect of Change Increase/(Decrease) |
| Revenue | | | | | | |
| Operating revenue – related parties | | $ | 175.0 | | | $ | 180.6 | | | $ | (5.6) | |
| Operating revenue – third parties | | 135.7 | | | 141.3 | | | (5.6) | |
| Product revenue – related parties | | 4.1 | | | — | | | 4.1 | |
| Costs and expenses | | | | | | |
| Operations and maintenance | | 18.0 | | | 18.0 | | | — | |
| Cost of product sold | | 3.9 | | | — | | | 3.9 | |
| Net loss on pipeline operations | | 1.3 | | | 3.7 | | | (2.4) | |
| Net income | | $ | 243.3 | | | $ | 252.7 | | | $ | (9.4) | |
Contract Balances – We perform our obligations under a contract with a customer by providing services in exchange for consideration from the customer. The timing of our performance may differ from the timing of the customer’s payment, which
results in the recognition of a contract asset or a contract liability. Although we did not have any contract assets as of December 31, 2020 and 2019, we recognize a contract asset when we transfer goods or services to a customer and contractually bill an amount which is less than the revenue allocated to the related performance obligation. We recognize deferred revenue (contract liability) when the customer’s payment of consideration precedes our performance.
The following table provides information about receivables and contract liabilities from contracts with customers:
| | | | | | | | | | | | | | |
| ($ in millions) | | January 1, 2020 | | December 31, 2020 |
| Receivables from contracts with customers – third parties | | $ | 15.0 | | | $ | 12.5 | |
| Receivables from contracts with customers – related parties | | 12.8 | | | 13.5 | |
| Deferred revenue – related parties | | 17.8 | | | 25.8 | |
| Deferred revenue – third parties | | 14.5 | | | 20.8 | |
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
| | | | | | | | | | | | | | |
| ($ in millions) | | January 1, 2019 | | December 31, 2019 |
| Receivables from contracts with customers – third parties | | $ | 15.5 | | | $ | 15.0 | |
| Receivables from contracts with customers – related parties | | 12.3 | | | 12.8 | |
| Deferred revenue – related parties | | 4.1 | | | 17.8 | |
| Deferred revenue – third parties | | — | | | 14.5 | |
Significant changes in the deferred revenue balances with customers during the period are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | December 31, 2019 | | 2020 Additions (1) | | 2020 Reductions | | December 31, 2020 |
| Deferred revenue – related parties | | $ | 17.8 | | | $ | 8.0 | | | $ | — | | | $ | 25.8 | |
| Deferred revenue – third parties | | 14.5 | | | 6.3 | | | — | | | 20.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | December 31, 2018 | | Transition Adjustment | | 2019 Additions (1) | | 2019 Reductions | | December 31, 2019 |
| Deferred revenue – related parties | | $ | 4.1 | | | $ | 8.8 | | | $ | 4.9 | | | $ | — | | | $ | 17.8 | |
| Deferred revenue – third parties | | — | | | 10.1 | | | 4.5 | | | — | | | 14.5 | |
(1) Deferred revenue additions resulted from collection of cash for unsatisfied performance obligations.
As an exemption, we do not disclose the amount of our remaining performance obligations because they represent variable consideration.
9. Supplemental Information
Equity interest in Amberjack is comprised of two series; Series A and Series B, as defined in Note 1 – Organization and Business. Series A of the Members’ capital represents the assets and liabilities in the pipeline system from the Green Canyon, Ewing Bank and Grand Isle areas in the Gulf of Mexico to the intersection with Mars at Fourchon, Louisiana. Series A assets, liabilities, income and losses are shared in the ratio of 75:25 between (i) Shell Pipeline prior to May 11, 2018 and Shell Midstream effective May 11, 2018 and (ii) Chevron, respectively. Series B of the Members’ capital represents the assets and liabilities in the pipeline system extension connecting the offshore production area called JSM in the Gulf of Mexico to the existing Amberjack Pipeline in the Gulf of Mexico at GC19. Series B assets, liabilities, income and losses are shared in the ratio of 50:50 between (i) Shell Pipeline prior to May 11, 2018 and Shell Midstream effective May 11, 2018 and (ii) Chevron, respectively. Supplemental information of Series A units and Series B units are presented below:
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2020 |
| | | Series A | | Series B | | Total |
| Revenue | | $ | 36,156,056 | | | $ | 243,964,949 | | | $ | 280,121,005 | |
| Operating costs and expenses | | 28,732,023 | | | 49,274,921 | | | 78,006,944 | |
| Operating income | | 7,424,033 | | | 194,690,028 | | | 202,114,061 | |
| Other income | | 167,757 | | | — | | | 167,757 | |
| Interest (expense) income | | (381,157) | | | (630,878) | | | (1,012,035) | |
| Net income | | 7,210,634 | | | 194,059,148 | | | 201,269,782 | |
| Total assets | | 128,130,572 | | | 752,121,240 | | | 880,251,812 | |
| Members’ capital | | $ | 33,949,886 | | | $ | 711,914,306 | | | $ | 745,864,192 | |
AMBERJACK PIPELINE COMPANY LLC
NOTES TO FINANCIAL STATEMENTS
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2019 |
| | | Series A | | Series B | | Total |
| Revenue | | $ | 34,391,878 | | | $ | 280,395,903 | | | $ | 314,787,781 | |
| Operating costs and expenses | | 17,342,051 | | | 55,723,403 | | | 73,065,454 | |
| Operating income | | 17,049,826 | | | 224,672,501 | | | 241,722,327 | |
| Other income | | 167,756 | | | — | | | 167,756 | |
| Interest (expense) income | | 367,226 | | | 1,003,953 | | | 1,371,179 | |
| Net income | | 17,584,807 | | | 225,676,455 | | | 243,261,262 | |
| Total assets | | 97,393,556 | | | 762,175,369 | | | 859,568,925 | |
| Members’ capital | | $ | 53,239,252 | | | $ | 770,255,158 | | | $ | 823,494,410 | |
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2018 |
| | | Series A | | Series B | | Total |
| Revenue | | $ | 32,734,354 | | | $ | 262,134,248 | | | $ | 294,868,602 | |
| Operating costs and expenses | | 19,287,546 | | | 54,161,014 | | | 73,448,560 | |
| Operating income | | 13,446,808 | | | 207,973,234 | | | 221,420,042 | |
| Other income | | 167,756 | | | — | | | 167,756 | |
| Interest (expense) income | | 3,028 | | | 8,371 | | | 11,399 | |
| Net income | | 13,617,592 | | | 207,981,605 | | | 221,599,197 | |
| Total assets | | 99,900,138 | | | 792,059,742 | | | 891,959,880 | |
| Members’ capital | | $ | 55,326,731 | | | $ | 828,207,932 | | | $ | 883,534,663 | |
10. Environmental Matters
We are subject to federal, state and local environmental laws and regulations. We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our net income in the period in which they are probable and reasonably estimable. For both December 31, 2020 and 2019, these costs and any related liabilities are not material.
11. Commitments and Contingencies
In the ordinary course of business, we are subject to various laws and regulations. In the opinion of management, we are in compliance with existing laws and regulations and are not aware of any violations that could materially affect our financial position, results of operations or cash flows. We are subject to several lease agreements, which are accounted for as operating leases and the minimum lease payments over the next five years are disclosed in Note 7 – Leases.
12. Subsequent Events
In preparing the accompanying financial statements, we have reviewed events that have occurred subsequent to December 31, 2020 through February 18, 2021, which is the date of the issuance of these financial statements. Any material subsequent event that occurred during this time has been properly disclosed in the financial statements.
