EX-99.1 9 v456965_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Texas Express Pipeline LLC

 

Financial Statements

for the Years Ended December 31, 2016, 2015 and 2014

 

 

 

Texas Express Pipeline LLC

Index to Financial Statements

 

  Page
   
Independent Auditors’ Report 1
   
Financial Statements:  
   
Balance Sheets 2
Statements of Operations 3
Statements of Cash Flows 4
Statements of Members’ Equity 5
Notes to Financial Statements 6
   

 

 

 

INDEPENDENT AUDITORS’ REPORT

 

To the Management Committee of Texas Express Pipeline LLC

Houston, Texas

 

We have audited the accompanying financial statements of Texas Express Pipeline LLC (the “Company”), which comprise the balance sheets as of December 31, 2016 and 2015 and the related statements of operations, cash flows and members’ equity for the years ended December 31, 2016, 2015 and 2014, 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 accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors’ 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 of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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 Company’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 Company’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 Texas Express Pipeline LLC as of December 31, 2016 and 2015 and the results of its operations and its cash flows for the years ended December 31, 2016, 2015 and 2014 in accordance with accounting principles generally accepted in the United States of America.

 

 /s/ DELOITTE & TOUCHE LLP

 

Houston, Texas

February 13, 2017

 

 1 

 

 

Texas Express Pipeline LLC

Balance Sheets

December 31, 2016 and 2015

 

(in thousands of dollars)

 

   December 31, 
   2016   2015 
Assets          
Current assets          
Cash and cash equivalents  $7,898   $9,898 
Accounts receivable – related parties   11,035    11,590 
Other current assets   544    687 
Total current assets   19,477    22,175 
Property, plant and equipment, net   905,933    934,608 
Total assets  $925,410   $956,783 
           
Liabilities and Members’ Equity          
Current liabilities          
Accounts payable – trade  $91   $410 
Accounts payable – related parties   136    181 
Accrued ad valorem taxes   5,381    4,773 
Deferred revenue attributable to make-up rights   7,084    9,950 
Deferred revenue attributable to in-transit volumes   4,201    4,635 
Other current liabilities   854    993 
Total current liabilities   17,747    20,942 
Other liabilities   1,689    1,327 
Commitments and contingencies (see Note 6)          
Members’ equity   905,974    934,514 
Total liabilities and members’ equity  $925,410   $956,783 

 

The accompanying notes are an integral part of these financial statements.

 

 2 

 

 

Texas Express Pipeline LLC

Statements of Operations

For the Years Ended December 31, 2016, 2015 and 2014

 

(in thousands of dollars)

 

  

For the Year Ended

December 31,

 
   2016   2015   2014 
Revenues  $127,091   $122,383   $70,524 
Costs and expenses               
Depreciation and accretion   26,730    26,662    25,118 
Operating costs and expenses   16,945    13,196    10,506 
General and administrative   317    312    187 
Total costs and expenses   43,992    40,170    35,811 
Operating income   83,099    82,213    34,713 
Provision for income taxes   149    307    385 
Net income  $82,950   $81,906   $34,328 

 

The accompanying notes are an integral part of these financial statements.

 

 3 

 

 

Texas Express Pipeline LLC

Statements of Cash Flows

For the Years Ended December 31, 2016, 2015 and 2014

 

(in thousands of dollars)

 

  

For the Year Ended

December 31,

 
   2016   2015   2014 
Operating activities               
Net income  $82,950   $81,906   $34,328 
Reconciliation of net income to net cash flows provided by operating activities:               
Depreciation and accretion expense   26,730    26,662    25,118 
Loss on sale of assets   51         
Deferred income tax expense   81    122    385 
Effect of changes in operating accounts:               
Decrease (increase) in accounts receivable   555    (2,784)   (2,483)
Decrease (increase) in other current assets   143    319    (300)
Decrease in accounts payable   (187)   (112)   (4,459)
Increase in accrued ad valorem taxes   608    396    3,574 
Increase (decrease) in deferred revenue attributable to
make-up rights
   (2,866)   (2,584)   8,676 
Increase (decrease) in deferred revenue attributable
to in-transit volumes
   (434)   169    2,450 
Increase (decrease) in other current liabilities   (138)   332    (688)
Net cash flows provided by operating activities   107,493    104,426    66,601 
Investing activities               
Capital expenditures   (664)   (11,930)   (49,411)
Return of construction-related security deposit   2,622         
Proceeds from sale of assets   39    4,692    19 
Cash provided by (used in) investing activities   1,997    (7,238)   (49,392)
Financing activities               
Contributions from Members       9,346    47,790 
Distributions to Members   (111,490)   (109,790)   (58,350)
Cash used in financing activities   (111,490)   (100,444)   (10,560)
Net change in cash and cash equivalents   (2,000)   (3,256)   6,649 
Cash and cash equivalents, January 1   9,898    13,154    6,505 
Cash and cash equivalents, December 31  $7,898   $9,898   $13,154 
                
Supplemental cash flow information               
Current liabilities for capital expenditures at December 31  $3   $318   $5,845 

 

The accompanying notes are an integral part of these financial statements.

 

 4 

 

 

Texas Express Pipeline LLC

Statements of Members’ Equity

For the Years Ended December 31, 2016, 2015 and 2014

 

(in thousands of dollars)

 

  

Enterprise

Products

Operating

LLC

(35%)

  

 

Midcoast

Operating,

L.P.

(35%)

  

WGR
Operating,

LP

(20%)

  

DCP

Partners

Logistics,

LLC

(10%)

   Total 
                     
Balance – January 1, 2014  $323,977   $323,976   $188,766   $92,565   $929,284 
Net income   12,015    12,014    6,866    3,433    34,328 
Contributions from Members   18,006    18,006    6,623    5,155    47,790 
Distributions to Members   (20,423)   (20,422)   (11,670)   (5,835)   (58,350)
Balance – December 31, 2014   333,575    333,574    190,585    95,318    953,052 
Net income   28,667    28,667    16,382    8,190    81,906 
Contributions from Members   3,270    3,270    1,880    926    9,346 
Distributions to Members   (38,426)   (38,426)   (21,959)   (10,979)   (109,790)
Balance – December 31, 2015   327,086    327,085    186,888    93,455    934,514 
Net income   29,032    29,033    16,590    8,295    82,950 
Distributions to Members   (39,026)   (39,026)   (22,292)   (11,146)   (111,490)
Balance – December 31, 2016  $317,092   $317,092   $181,186   $90,604   $905,974 

 

The accompanying notes are an integral part of these financial statements.

 

 5 

 

 

Texas Express Pipeline LLC

Notes to Financial Statements

 

1. Company Organization and Description of Business

 

Company Organization

Texas Express Pipeline LLC is a Delaware limited liability company formed in September 2011 to design, construct, operate and own the Texas Express Pipeline. Unless the context requires otherwise, references to “we,” “us,” “our” or the “Company” within these notes are intended to mean Texas Express Pipeline LLC.

 

At December 31, 2016, our membership interests were owned as follows: (i) 35% by Enterprise Products Operating LLC (“Enterprise”); (ii) 35% by Midcoast Operating, L.P., formerly known as Enbridge Midcoast Energy, LP (“Enbridge”); (iii) 20% by WGR Operating, LP (“Anadarko”); and (iv) 10% by DCP Partners Logistics, LLC (“DCP”). Enterprise, Enbridge, Anadarko and DCP are referred to individually as a “Member” and collectively as the “Members.”

 

Description of Business

The Texas Express Pipeline, which commenced operations in November 2013, is a 20-inch diameter natural gas liquids (“NGL”) pipeline that originates in Skellytown, Texas and extends 594 miles to NGL fractionation and storage facilities located in Mont Belvieu, Texas. Throughput capacity for the Texas Express Pipeline is approximately 280 thousand barrels per day (“MBPD”) (unaudited). The Texas Express Pipeline, with its pipeline connections to the Mid-America Pipeline System and the Front Range Pipeline (both of which are owned by affiliates), provides producers in West and Central Texas, the Rocky Mountains, Southern Oklahoma and the Mid-Continent regions with takeaway capacity for NGLs and enhanced access to Gulf Coast markets.

 

Enterprise serves as operator of the Texas Express Pipeline.

 

2. Significant Accounting Policies

 

Our financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”).

 

Dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.

 

In preparing these financial statements, we have evaluated subsequent events for potential recognition or disclosure through February 13, 2017, the issuance date of the financial statements.

 

Cash and Cash Equivalents

Cash and cash equivalents represent unrestricted cash on hand and may also include highly liquid investments with original maturities of less than three months from the date of purchase.

 

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to us but which will only be resolved when one or more future events occur or fail to occur. Our management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to pending legal proceedings or unasserted claims that may result in such proceedings, our legal counsel evaluates the perceived merits of such matters, including the amount of relief sought or expected to be sought therein.

 

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If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be recognized and the nature of the contingent liability would be disclosed in our financial statements.

 

If the assessment indicates that a loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss (if determinable), would be disclosed, if material.

 

Loss contingencies considered remote are generally not disclosed or recognized unless they involve guarantees that are material to us, in which case the nature of the guarantee would be disclosed.

 

We had no loss contingency matters requiring recognition or disclosure at December 31, 2016 or 2015.

 

Environmental Costs

Our operations are subject to extensive federal and state environmental regulations. Environmental costs for remediation are accrued based on estimates of known remediation requirements. Such accruals are based on management’s best estimate of the ultimate cost to remediate a site and are adjusted as further information and circumstances develop.  Those estimates may change substantially depending on information about the nature and extent of contamination, appropriate remediation technologies and regulatory approvals.  Expenditures to mitigate or prevent future environmental contamination will be capitalized. Ongoing environmental compliance costs are charged to expense as incurred. In accruing for environmental remediation liabilities, costs of future expenditures for environmental remediation are not discounted to their present value, unless the amount and timing of the expenditures are fixed or reliably determinable. There were no environmental remediation liabilities incurred as of December 31, 2016 or 2015.

 

Estimates

Preparing our financial statements in conformity with GAAP requires us to make estimates that affect amounts presented in the financial statements. Our most significant estimates relate to (i) the useful lives and depreciation methods used for fixed assets; (ii) measurement of fair value and projections used in impairment testing of fixed assets; and (iii) revenue and expense accruals.

 

Actual results could differ materially from our estimates. On an ongoing basis, we review our estimates based on currently available information. Any changes in the facts and circumstances underlying our estimates may require us to update such estimates, which could have a material impact on our financial statements.

 

Fair Value Information

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values based on their short-term nature.

 

Impairment Testing for Long-Lived Assets

Long-lived assets such as pipelines and facilities are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Long-lived assets with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated fair values. The carrying value of a long-lived asset is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the asset’s carrying value exceeds the sum of its undiscounted cash flows, a non-cash asset impairment charge equal to the excess of the asset’s carrying value over its estimated fair value is recorded. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. We measure fair value using market price indicators or, in the absence of such data, appropriate valuation techniques. No asset impairment charges were recognized during the years ended December 31, 2016, 2015 and 2014.

 

 7 

 

 

Income Taxes

Income taxes reflect our state tax obligations under the Revised Texas Franchise Tax (the “Texas Margin Tax”). Deferred income tax assets and liabilities are recognized for temporary differences between the assets and liabilities of our tax paying entities for financial reporting and tax purposes.

 

We are organized as a pass-through entity for federal income tax purposes. As a result, our financial statements do not provide for such taxes, and our Members are individually responsible for their allocable share of our taxable income for federal income tax purposes.

 

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Expenditures for additions, improvements and other enhancements to property, plant and equipment are capitalized, and minor replacements, maintenance, and repairs that do not extend asset life or add value are charged to expense as incurred. When property, plant and equipment assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in results of operations for the respective period.

 

In general, depreciation is the systematic and rational allocation of an asset’s cost, less its residual value (if any), to the reporting periods it benefits. Our property, plant and equipment is depreciated using the straight-line method, which results in depreciation expense being incurred evenly over the life of an asset. Our estimate of depreciation expense incorporates management assumptions regarding the useful economic lives and residual values of our assets.

 

Asset retirement obligations (“AROs”) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with the retirement of property, plant and equipment assets. We recognize the fair value of a liability for an ARO in the period in which it is incurred and can be reasonably estimated, with the associated asset retirement cost capitalized as part of the carrying value of the asset. ARO amounts are measured at their estimated fair value using expected present value techniques. Over time, the ARO liability is accreted to its present value (through accretion expense) and the capitalized amount is depreciated over the remaining useful life of the related long-term asset. We will incur a gain or loss to the extent that our ARO liabilities are not settled at their recorded amounts.

 

See Note 3 for additional information regarding our property, plant and equipment and related AROs.

 

Revenue Recognition

Our results of operations are dependent upon the volume of mixed NGLs we transport and deliver and the associated tariffs we charge for such services. The tariffs we charge for interstate and intrastate transportation services are regulated by the Federal Energy Regulatory Commission and Texas Railroad Commission, respectively.

 

We recognize revenue when all of the following criteria are met: (i) persuasive evidence of an exchange arrangement exists between us and the shipper (e.g., published tariffs), (ii) delivery of the shipper’s volumes has occurred, (iii) the tariff is fixed or determinable and (iv) collectibility of the amount owed by the shipper is reasonably assured.

 

 8 

 

 

In accordance with our tariffs, we invoice shippers for transportation services upon receipt of their volumes; however, for revenue recognition purposes, the transportation revenue we record is based on delivered volumes. Revenues attributable to “in transit” volumes at each balance sheet date are deferred until such volumes are delivered back to the shipper. At December 31, 2016, deferred revenues attributable to in transit volumes totaled $4.2 million. This amount was recognized as revenue in January 2017.

 

Under certain of our transportation agreements, counterparties are required to ship a minimum volume each month. These arrangements typically entail the shipper paying a transportation fee based on a minimum volume commitment, with a provision that allows the shipper to make-up any volume shortfalls over an agreed-upon period (referred to as shipper “make-up rights”). Revenue pursuant to such agreements is initially deferred and subsequently recognized at the earlier of when the deficiency volume is shipped, when the shipper’s ability to meet the minimum volume commitment has expired (typically a one year contractual period), or when the pipeline is otherwise released from its transportation service performance obligation. At December 31, 2016, our deferred revenues attributable to make-up rights totaled $7.1 million. We expect to recognize these amounts as revenue in 2017.

 

See Note 5 for information regarding related party transportation service agreements.

 

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 606, Revenue From Contracts With Customers (“ASC 606”). The core principle in the new guidance is that a company should recognize revenue in a manner that fairly depicts the transfer of goods or services to customers in amounts that reflect the consideration the company expects to receive for those goods or services.  In order to apply this core principle, companies will apply the following five steps in determining the amount of revenues to recognize: (i) identify the contract; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the performance obligation is satisfied. Each of these steps involves management’s judgment and an analysis of the contract’s material terms and conditions.

 

We are reviewing our revenue contracts in light of this new accounting guidance and currently do not anticipate that there will be a material impact on our financial statements. We will adopt the new standard on January 1, 2018 using the modified retrospective method, which will require us to apply the new guidance to (i) all existing revenue contracts as of January 1, 2018 through a cumulative adjustment to equity for any differences between previously recognized revenues and the amount of revenue that would have been recognized under ASC 606 and (ii) all new revenue contracts entered into after January 1, 2018. Revenues presented for any comparative historical periods prior to 2018 would not be revised.

 

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3. Property, Plant and Equipment

 

The historical cost of our property, plant and equipment and related accumulated depreciation balances were as follows at the dates indicated:

 

   Estimated    
   Useful Life  December 31, 
   in Years  2016   2015 
Pipeline assets  32-38  $985,078   $987,013 
Transportation equipment  6   725    857 
Land      2,351    2,351 
Construction in progress      200    302 
Total      988,354    990,523 
Less accumulated depreciation      82,421    55,915 
Property, plant and equipment, net     $905,933   $934,608 

 

Depreciation expense was $26.6 million, $26.7 million and $25.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. In November 2014, the estimated useful lives of our pipeline assets were revised in connection with a formal depreciation study. The study indicated that the estimated useful lives of these assets ranged from 32 years to 38 years, which was lower than our previous useful life estimate of 40 years for this asset group. We accounted for this change in estimate prospectively. The effect of this change in accounting estimate was an increase in depreciation expense (and corresponding reduction in net income) of $0.5 million, for the year ended December 31, 2014.

 

In January 2016, we received $2.6 million of deposits from a utility company that were made in connection with the construction of our pipeline system. The return of this cash reduced the carrying value of our pipeline assets.

 

Asset Retirement Obligations

Our AROs result from pipeline right-of-way agreements associated with our operations. The following table presents information regarding our asset retirement liabilities for the periods indicated:

 

  

For the Year Ended

December 31,

 
   2016   2015   2014 
Balance of ARO at beginning of year  $820   $760   $704 
Revisions in estimated cash flows   (138)        
Accretion expense   65    60    56 
Balance of ARO at end of year  $747   $820   $760 

 

Property, plant and equipment at December 31, 2016, 2015 and 2014 include $0.5 million, $0.7 million and $0.7 million, respectively, of asset retirement costs that were capitalized as an increase in the associated long-lived asset.

 

The following table presents our forecast of accretion expense for the years indicated:

 

   2017   2018   2019   2020   2021 
  $59   $63   $68   $74   $80 

 

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4. Members’ Equity

 

As a limited liability company, our Members are not personally liable for any of our debts, obligations or other liabilities. Income or loss amounts are allocated to our Members based on their respective member interests. Cash contributions by and distributions to Members are also based on their respective membership interests.

 

Cash contributions from Members were used to fund capital projects. Our Members may be required in the future to make additional cash contributions in amounts determined by our Management Committee, which is responsible for conducting our affairs in accordance with the LLC Agreement. Cash distributions to Members are also determined by our Management Committee.

 

5. Related Party Transactions

 

Since we have no employees, our project management, operating functions and general and administrative support services are provided by employees of an affiliate of Enterprise. For the years ended December 31, 2016, 2015 and 2014, our reimbursements to Enterprise for payroll costs were $1.9 million, $1.5 million and $1.3 million, respectively. Also for the years ended December 31, 2016, 2015 and 2014, we paid Enterprise $2.2 million, $2.1 million and $2.0 million in management fees, respectively.

 

Affiliates of Anadarko, Enbridge, DCP and Enterprise executed transportation service agreements (“TSAs”) with us in 2013 that involve monthly minimum volume commitments and make-up rights. Under these arrangements, each shipper is invoiced for its monthly volume commitment and, if needed, the shipper has the following twelve month period in which to make up any volume shortfall that they have paid for. Each of these TSAs has an initial term of 15 years. For years 1 through 10, the shipper is invoiced monthly for its volume commitment, which ceases in October 2023. For years 11 through 15, there is no monthly volume commitment, but the shipper has dedicated production from certain facilities to our pipeline. The TSAs may be renewed after the initial 15 year contract term expires. Transportation rates under the affiliate TSAs range from 4.52 cents per gallon for contract volumes to 4.37 cents per gallon for make-up volumes.

 

The following table presents aggregate average daily volume commitments remaining under the TSAs for the years indicated (in thousands of barrels per day):

 

Year  Total 
2017   159 
2018   193 
2019   196 
2020   204 
2021   208 
2022   223 
2023   234 

 

We have a joint tariff arrangement with Front Range Pipeline LLC (“Front Range”) for transportation volumes that originate on the Front Range Pipeline. Front Range is owned by Anadarko, DCP and Enterprise. At December 31, 2016 and 2015, our related party receivables from Front Range were $6.6 million and $5.9 million, respectively.

 

We also have a joint tariff arrangement with Mid-America Pipeline Company, LLC (“Mid-America”) for transportation volumes that originate on the Mid-America Pipeline System. At December 31, 2016 and 2015, our related party receivables from Mid-America were $3.1 million and $4.1 million, respectively.

 

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6. Commitments and Contingencies and Significant Risks

 

Regulatory and Legal

As part of our normal business activities, we are subject to various laws and regulations, including those related to environmental matters. In the opinion of management, compliance with existing laws and regulations is not expected to have a material effect on our financial position, results of operations or cash flows.

 

Also, in the normal course of business, we may be a party to lawsuits and similar proceedings before various courts and governmental agencies involving, for example, contractual disputes, environmental issues and other matters. We are not aware of any such matters at December 31, 2016. If new information becomes available, we will establish accruals and/or make disclosures as appropriate.

 

Credit Risk

The following table presents the percentage of our revenues attributable to our largest customers for the periods indicated:

 

  

For the Year Ended

December 31,

 
   2016   2015   2014 
Anadarko and its affiliates – related party   43%   44%   30%
DCP and its affiliates – related party   16%   23%   21%
Enbridge and its affiliates – related party   14%   17%   23%
Enterprise and its affiliates – related party   19%   6%   10%
Phillips 66 and its affiliates – non-affiliated   8%   8%   16%

 

The loss of any of these customers would have a material adverse effect on our financial position, results of operations and cash flows.

 

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