Note 1:Description of Business and Presentation of Financial Statements
Holly Energy Partners, L.P. (“HEP”), together with its consolidated subsidiaries, is a publicly held master limited partnership. We commenced operations on July 13, 2004, upon the completion of our initial public offering. On March 14, 2022 (the “Closing Date”), HollyFrontier Corporation (“HFC”) and HEP announced the establishment of HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”), as the new parent holding company of HFC and HEP and their subsidiaries, and the completion of their respective acquisitions of Sinclair Oil Corporation (now known as Sinclair Oil LLC, (“Sinclair Oil”)) and Sinclair Transportation Company LLC (“Sinclair Transportation”) from The Sinclair Companies (now known as REH Company and referred to herein as “Sinclair HoldCo”). On the Closing Date, pursuant to that certain Business Combination Agreement, dated as of August 2, 2021 (as amended on March 14, 2022, the “Business Combination Agreement”), by and among HFC, HF Sinclair (formerly known as Hippo Parent Corporation), Hippo Merger Sub, Inc., a wholly owned subsidiary of HF Sinclair (“Parent Merger Sub”), Sinclair HoldCo, and Hippo Holding LLC, a wholly owned subsidiary of Sinclair HoldCo (the “Target Company”), HF Sinclair completed its acquisition of the Target Company by effecting (a) a holding company merger in accordance with Section 251(g) of the Delaware General Corporation Law whereby HFC merged with and into Parent Merger Sub, with HFC surviving such merger as a direct wholly owned subsidiary of HF Sinclair (the “HFC Merger”), and (b) immediately following the HFC Merger, a contribution whereby Sinclair HoldCo contributed all of the equity interests of the Target Company to HF Sinclair in exchange for shares of HF Sinclair, resulting in the Target Company becoming a direct wholly owned subsidiary of HF Sinclair (together with the HFC Merger, the “HFC Transactions”).
As of March 31, 2022, HF Sinclair and its subsidiaries owned a 47% limited partner interest and the non-economic general partner interest in HEP.
In connection with the closing of the HFC Transactions, HF Sinclair issued 60,230,036 shares of HF Sinclair common stock to Sinclair HoldCo, representing 27.0% of the pro forma equity of HF Sinclair with a value of approximately $2,149 million based on HFC’s fully diluted shares of common stock outstanding and closing stock price on March 11, 2022. References herein to HF Sinclair with respect to time periods prior to March 14, 2022 refer to HFC and its consolidated subsidiaries and do not include the Target Company, Sinclair Transportation or their respective consolidated subsidiaries. References herein to HF Sinclair with respect to time periods from and after March 14, 2022 refer to HF Sinclair and its consolidated subsidiaries, which includes the operations of the combined Sinclair HoldCo businesses.
Additionally, on the Closing Date, pursuant to that certain Contribution Agreement, dated August 2, 2021 (as amended on March 14, 2022, the “Contribution Agreement”) by and among Sinclair HoldCo, Sinclair Transportation and HEP, HEP acquired all of the outstanding equity interests of Sinclair Transportation from Sinclair HoldCo in exchange for 21 million newly issued common limited partner units of HEP (the “HEP Units”), representing 16.6% of the pro forma outstanding HEP Units with a value of approximately $349 million based on HEP’s fully diluted common limited partner units outstanding and closing unit price on March 11, 2022, and cash consideration equal to $321.4 million, inclusive of estimated working capital adjustments pursuant to the Contribution Agreement for an aggregate transaction value of $670.4 million (the “HEP Transaction” and together with the HFC Transactions, the “Sinclair Transactions”). Of the 21 million HEP Units, 5.29 million units are currently held in escrow to secure Sinclair HoldCo’s renewable identification numbers (“RINs”) credit obligations to HF Sinclair under Section 6.22 of the Business Combination Agreement. HF Sinclair, and not HEP, would be entitled to the HEP common units held in escrow in the event of Sinclair HoldCo’s breach of its RINs credit obligations under the Business Combination Agreement. The cash consideration was funded through a draw under HEP’s senior secured revolving credit facility. The HEP Transaction was conditioned on the closing of the HFC Transactions, which occurred immediately following the HEP Transaction.
Sinclair Transportation, which together with its subsidiaries, owns integrated crude and refined products pipelines and terminal assets, including approximately 1,200 miles of integrated crude and refined product pipeline supporting the Sinclair HoldCo refineries and other third party refineries, eight product terminals and two crude terminals with approximately 4.5 million barrels of operated storage. In addition, HEP acquired Sinclair Transportation’s interests in three pipeline joint ventures for crude gathering and product offtake.
References herein to HEP with respect to time periods prior to March 14, 2022, include HEP and its consolidated subsidiaries and do not include Sinclair Transportation and its consolidated subsidiaries (collectively, the “Acquired Sinclair Businesses”). References herein to HEP with respect to time periods from and after March 14, 2022 include the operations of the Acquired Sinclair Businesses.
Through our subsidiaries and joint ventures, we own and/or operate petroleum product and crude oil pipelines, terminal, tankage and loading rack facilities and refinery processing units that support refining and marketing operations of HF Sinclair and other refineries in the Mid-Continent, Southwest and Northwest regions of the United States. Additionally, we own (a) a 50% interest in Osage Pipe Line Company, LLC (“Osage”), (b) a 50% interest in Cheyenne Pipeline LLC, (c) a 50% interest in Cushing Connect Pipeline & Terminal LLC, (d) a 25.06% interest in Saddle Butte Pipeline III, LLC and (e) a 49.995% interest in Pioneer Investments Corp. Following the HEP Transaction, we now own the remaining 25% interest in UNEV Pipeline, LLC and as a result, UNEV Pipeline, LLC is our wholly owned subsidiary.
On June 1, 2020, HFC announced plans to permanently cease petroleum refining operations at its Cheyenne Refinery (the “Cheyenne Refinery”) and to convert certain assets at that refinery to renewable diesel production. HFC subsequently began winding down petroleum refining operations at the Cheyenne Refinery on August 3, 2020.
On February 8, 2021, HEP and HFC finalized and executed new agreements for HEP’s Cheyenne assets with the following terms, in each case effective January 1, 2021: (1) a ten-year lease with two five-year renewal option periods for HFC’s (and now HF Sinclair’s) use of certain HEP tank and rack assets in the Cheyenne Refinery to facilitate renewable diesel production with an annual lease payment of approximately $5 million, (2) a five-year contango service fee arrangement that will utilize HEP tank assets inside the Cheyenne Refinery where HFC (and now HF Sinclair) will pay a base tariff to HEP for available crude oil storage and HFC (and now HF Sinclair) and HEP will split any profits generated on crude oil contango opportunities and (3) a $10 million one-time cash payment from HFC to HEP for the termination of the existing minimum volume commitment.
We operate in two reportable segments, a Pipelines and Terminals segment and a Refinery Processing Unit segment. Disclosures around these segments are discussed in Note 16.
We generate revenues by charging tariffs for transporting petroleum products and crude oil through our pipelines, by charging fees for terminalling and storing refined products and other hydrocarbons, providing other services at our storage tanks and terminals and by charging a tolling fee per barrel or thousand standard cubic feet of feedstock throughput in our refinery processing units. We do not take ownership of products that we transport, terminal, store or process, and therefore, we are not exposed directly to changes in commodity prices.
The consolidated financial statements included herein have been prepared without audit, pursuant to the rules and regulations of the SEC. The interim financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of our results for the interim periods. Such adjustments are considered to be of a normal recurring nature. Although certain notes and other information required by U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted, we believe that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. Results of operations for interim periods are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2022.
Principles of Consolidation and Common Control Transactions
The consolidated financial statements include our accounts and those of subsidiaries and joint ventures that we control. All significant intercompany transactions and balances have been eliminated.
Most of our acquisitions from HFC occurred while we were a consolidated variable interest entity (“VIE”) of HFC. Therefore, as an entity under common control with HFC, we recorded these acquisitions on our balance sheets at HFC's historical basis instead of our purchase price or fair value.
Goodwill and Long-lived Assets
Goodwill represents the excess of our cost of an acquired business over the fair value of the assets acquired, less liabilities assumed. Goodwill is not subject to amortization and is tested annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our goodwill
impairment testing first entails either a quantitative assessment or an optional qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that based on the qualitative factors that it is more likely than not that the carrying amount of the reporting unit is greater than its fair value, a quantitative test is performed in which we estimate the fair value of the related reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the goodwill of that reporting unit is impaired, and we measure goodwill impairment as the excess of the carrying amount of the reporting unit over the related fair value.
Indicators of Goodwill and Long-lived Asset Impairment
During the first quarter of 2021, changes in our agreements with HF Sinclair related to our Cheyenne assets resulted in an increase in the net book value of our Cheyenne reporting unit due to sales-type lease accounting, which led us to determine indicators of potential goodwill impairment for our Cheyenne reporting unit were present.
The estimated fair value of our Cheyenne reporting unit was derived using a combination of income and market approaches. The income approach reflects expected future cash flows based on anticipated gross margins, operating costs, and capital expenditures. The market approaches include both the guideline public company and guideline transaction methods. Both methods utilize pricing multiples derived from historical market transactions of other like-kind assets. These fair value measurements involve significant unobservable inputs (Level 3 inputs). See Note 6 for further discussion of Level 3 inputs.
Our interim impairment testing of our Cheyenne reporting unit goodwill identified an impairment charge of $11.0 million, which was recorded in the three months ended March 31, 2021.
We performed our annual goodwill impairment testing qualitatively as of July 1, 2021, and determined it was not more likely than not that the carrying amount of each reporting unit was greater than its fair value. Therefore, a quantitative test was not necessary, and no additional impairment of goodwill was recorded.
We evaluate long-lived assets, including finite-lived intangible assets, for potential impairment by identifying whether indicators of impairment exist and, if so, assessing whether the long-lived assets are recoverable from estimated future undiscounted cash flows. The actual amount of impairment loss, if any, to be recorded is equal to the amount by which a long-lived asset’s carrying value exceeds its fair value.
Revenue Recognition
Revenues are generally recognized as products are shipped through our pipelines and terminals, feedstocks are processed through our refinery processing units or other services are rendered. The majority of our contracts with customers meet the definition of a lease since (1) performance of the contracts is dependent on specified property, plant, or equipment and (2) it is unlikely that one or more parties other than the customer will take more than a minor amount of the output associated with the specified property, plant, or equipment. Prior to the adoption of the new lease standard (see below), we bifurcated the consideration received between lease and service revenue. The new lease standard allows the election of a practical expedient whereby a lessor does not have to separate non-lease (service) components from lease components under certain conditions. The majority of our contracts meet these conditions, and we have made this election for those contracts. Under this practical expedient, we treat the combined components as a single performance obligation in accordance with Accounting Standards Codification (“ASC”) 606, which largely codified ASU 2014-09, if the non-lease (service) component is the dominant component. If the lease component is the dominant component, we treat the combined components as a lease in accordance with ASC 842, which largely codified ASU 2016-02.
Several of our contracts include incentive or reduced tariffs once a certain quarterly volume is met. Revenue from the variable element of these transactions is recognized based on the actual volumes shipped as it relates specifically to rendering the services during the applicable quarter.
The majority of our long-term transportation contracts specify minimum volume requirements, whereby, we bill a customer for a minimum level of shipments in the event a customer ships below their contractual requirements. If there are no future performance obligations, we will recognize these deficiency payments in revenue.
In certain of these throughput agreements, a customer may later utilize such shortfall billings as credit towards future volume shipments in excess of its minimum levels within its respective contractual shortfall make-up period. Such amounts represent an obligation to perform future services, which may be initially deferred and later recognized as revenue based on estimated future shipping levels, including the likelihood of a customer’s ability to utilize such amounts prior to the end of the contractual
shortfall make-up period. We recognize these deficiency payments in revenue when we do not expect we will be required to satisfy these performance obligations in the future based on the pattern of rights projected to be exercised by the customer. During the three months ended March 31, 2022 and 2021, we recognized $5.2 million and $3.8 million, respectively, of these deficiency payments in revenue, of which $0.9 million and $0.5 million, respectively, related to deficiency payments billed in prior periods.
We have other cost reimbursement provisions in our throughput / storage agreements providing that customers (including HF Sinclair) reimburse us for certain costs. Such reimbursements are recorded as revenue or deferred revenue depending on the nature of the cost. Deferred revenue is recognized over the remaining contractual term of the related throughput agreement.
Leases
We adopted ASC 842 effective January 1, 2019, and elected to adopt using the modified retrospective transition method and practical expedients, both of which are provided as options by the standard and further defined below.
Lessee Accounting
At inception, we determine if an arrangement is or contains a lease. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our payment obligation under the leasing arrangement. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our estimated incremental borrowing rate (“IBR”) to determine the present value of lease payments as most of our leases do not contain an implicit rate. Our IBR represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We use the implicit rate when readily determinable.
Operating leases are recorded in operating lease right-of-use assets and current and noncurrent operating lease liabilities on our consolidated balance sheet. Finance leases are included in properties and equipment, current finance lease liabilities and noncurrent finance lease liabilities on our consolidated balance sheet.
When renewal options are defined in a lease, our lease term includes an option to extend the lease when it is reasonably certain we will exercise that option. Leases with a term of 12 months or less are not recorded on our balance sheet, and lease expense is accounted for on a straight-line basis. In addition, as a lessee, we separate non-lease components that are identifiable and exclude them from the determination of net present value of lease payment obligations.
Lessor Accounting
Customer contracts that contain leases are generally classified as either operating leases, direct finance leases or sales-type leases. We consider inputs such as the lease term, fair value of the underlying asset and residual value of the underlying assets when assessing the classification.
Deferred Turnaround Costs
Our refinery processing units require regular major maintenance and repairs which are commonly referred to as “turnarounds.” The required frequency of the maintenance varies by unit, but generally is every four to five years. Turnaround costs are deferred and amortized over the period until the next scheduled turnaround.
Note 2:Sinclair Acquisition
HEP Transaction
On March 14, 2022, pursuant to the Contribution Agreement, HEP acquired all of the outstanding equity interests of Sinclair Transportation in exchange for 21 million newly issued HEP Units, representing 16.6% of the pro forma outstanding HEP Units with a value of approximately $349 million based on HEP’s fully diluted common limited partner units outstanding and closing unit price on March 11, 2022, and cash consideration equal to $321.4 million, inclusive of estimated working capital adjustments pursuant to the Contribution Agreement for an aggregate transaction value of $670.4 million. On the same date and immediately following the consummation of the HEP Transaction, pursuant to the Business Combination Agreement, Sinclair HoldCo contributed all of the equity interests of the Target Company to HF Sinclair in exchange for 60,230,036 shares of common stock in HF Sinclair, representing 27.0% of the pro forma equity of HF Sinclair with a value of approximately
$2,149 million based on HF Sinclair’s fully diluted shares of common stock outstanding and closing stock price on March 11, 2022.
On August 2, 2021, in connection with the Contribution Agreement, HEP, Holly Logistics Services, L.L.C., the ultimate general partner of HEP (“HLS”) and Navajo Pipeline Co., L.P., the sole member of HLS (the “Sole Member”), entered into a unitholders agreement (the “Unitholders Agreement”) by and among HEP, HLS, the Sole Member, Sinclair HoldCo and the stockholders of Sinclair HoldCo (each a “Unitholder” and collectively, the “Unitholders,” and along with Sinclair HoldCo and each of their permitted transferees, the “Sinclair Parties”), which became effective on the Closing Date.
Pursuant to the Unitholders Agreement, the Sinclair Parties have the right to nominate, and have nominated, one person to the board of directors of HLS until such time that (x) the Sinclair Parties beneficially own less than 10.5 million HEP Units or (y) the HEP Units beneficially owned by the Sinclair Parties constitute less than 5% of all outstanding HEP Units. The Unitholders Agreement also subjects 15.75 million of the HEP Units issued to the Sinclair Parties (the “Restricted Units”) to a “lock-up” period commencing on the Closing Date, during which the Sinclair Parties will be prohibited from selling the Restricted Units, except for certain permitted transfers. One-third of such Restricted Units will be released from such restrictions on the date that is six months after the closing, one-third of the Restricted Units will be released from such restrictions on the first anniversary of the Closing Date, and the remainder will be released from such restrictions on the date that is 15 months from the Closing Date.
Under the terms of the Contribution Agreement, HEP acquired Sinclair Transportation, which together with its subsidiaries, owned Sinclair HoldCo’s integrated crude and refined products pipelines and terminal assets, including approximately 1,200 miles of integrated crude and refined product pipeline supporting the Sinclair HoldCo refineries and other third-party refineries, eight product terminals and two crude terminals with approximately 4.5 million barrels of operated storage. In addition, HEP acquired Sinclair Transportation’s interests in three pipeline joint ventures for crude gathering and product offtake including: Saddle Butte Pipeline III, LLC (25.06% non-operated interest); Pioneer Pipeline (49.995% non-operated interest); and UNEV Pipeline (the 25% non-operated interest not already owned by HEP, resulting in UNEV Pipeline, LLC becoming a wholly owned subsidiary of HEP).
The HEP Transaction was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the Closing Date, with the excess consideration recorded as goodwill. The preliminary purchase consideration allocation resulted in the recognition of $83.7 million in goodwill.
The following tables present the preliminary purchase consideration and preliminary purchase price allocation to the assets acquired and liabilities assumed on March 14, 2022:
| | | | | | | | |
| Preliminary Purchase Consideration (in thousands except for per share amounts) | | |
| HEP common units issued | | 21,000 | |
Closing price per unit of HEP common units(1) | | $ | 16.62 | |
| Purchase consideration paid in HEP common units | | 349,020 | |
Cash consideration paid by HEP(2) | | 325,000 | |
| Estimated Adjusted Payments HEP | | (3,634) | |
| Total cash consideration | | 321,366 | |
| Total purchase consideration | | $ | 670,386 | |
(1) Based on the HEP closing unit price on March 11, 2022.
(2) Net of cash acquired
| | | | | | | | |
| | (In thousands) |
| Assets Acquired | | |
| Accounts receivable | | $ | 687 | |
| Prepaid and other current assets | | 59 | |
| Properties and equipment | | 357,144 | |
| Operating lease right-of-use assets | | 105 | |
| Other assets | | 46 | |
| Goodwill | | 83,737 | |
| Equity method investments | | 238,484 | |
| Total assets acquired | | $ | 680,262 | |
| | |
| Liabilities Assumed | | |
| Accounts payable | | 2,376 | |
| Accrued property taxes | | 973 | |
| Other current liabilities | | 454 | |
| Operating lease liabilities | | 33 | |
| Noncurrent operating lease liabilities | | 72 | |
| Other long-term liabilities | | 5,968 | |
| Total liabilities assumed | | $ | 9,876 | |
| Net assets acquired | | $ | 670,386 | |
The fair value of properties, plants and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.
The fair value of the equity method investments were based on a combination of valuation methods including discounted cash flows and the guideline public company method.
The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. See Note 6.
The fair values of all other current receivable and payables were equivalent to their carrying values due to their short-term nature.
These fair value estimates are preliminary and, therefore, the final fair values of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all needed information has become available, the working capital true-up is complete, and we finalize our valuations.
Our consolidated financial and operating results reflect the Sinclair Transportation operations beginning March 14, 2022. Our results of operations included revenue, interest income from sales-type leases and net income of $1.7 million, $2.8 million and $2.6 million, respectively, for the period from March 14, 2022 through March 31, 2022 related to these operations.
For the three months ended March 31, 2022, we incurred $0.8 million in incremental direct acquisition and integration costs that principally relate to legal, advisory and other professional fees and are presented as general and administrative expenses in our statements of operations.
The following unaudited pro forma combined condensed financial data for the three months ended March 31, 2022 and 2021 was derived from our historical financial statements giving effect to the HEP Transaction as if it had occurred on January 1, 2021. The below information reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including the depreciation of Sinclair Transportation’s fair-valued properties, plants and equipment.
Additionally, pro forma earnings include certain non-recurring charges, the substantial majority of which consist of transaction costs related to financial advisors, legal advisors, financial advisory and professional accounting services.
The pro forma results of operations do not include any contract adjustments to tariffs made after closing, cost savings or other synergies that may result from the HEP Transaction. The pro forma combined condensed financial data has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the HEP Transaction taken place on January 1, 2021 and is not intended to be a projection of future results.
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
| | (In thousands) |
| Sales and other revenues | | $ | 134,960 | | | $ | 143,190 | |
| Net income (loss) attributable to HEP stockholders | | $ | 50,782 | | | $ | 70,425 | |
See Note 11 for a description of the Letter Agreement between HF Sinclair and HEP entered into in connection with the Contribution Agreement.
Note 3:Investment in Joint Venture
On October 2, 2019, HEP Cushing LLC (“HEP Cushing”), a wholly owned subsidiary of HEP, and Plains Marketing, L.P. (“PMLP”), a wholly owned subsidiary of Plains All American Pipeline, L.P. (“Plains”), formed a 50/50 joint venture, Cushing Connect Pipeline & Terminal LLC (the “Cushing Connect Joint Venture”), for (i) the development and construction of a new 160,000 barrel per day common carrier crude oil pipeline (the “Cushing Connect Pipeline”) that connected the Cushing, Oklahoma crude oil hub to the Tulsa, Oklahoma refining complex owned by a subsidiary of HF Sinclair and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “Cushing Connect JV Terminal”). The Cushing Connect JV Terminal went in service during the second quarter of 2020, and the Cushing Connect Pipeline was placed into service during the third quarter of 2021. Long-term commercial agreements have been entered into to support the Cushing Connect Joint Venture assets.
The Cushing Connect Joint Venture contracted with an affiliate of HEP to manage the construction and operation of the Cushing Connect Pipeline and with an affiliate of Plains to manage the operation of the Cushing Connect JV Terminal. The total Cushing Connect Joint Venture investment will generally be shared equally among the partners. However, we are solely responsible for any Cushing Connect Pipeline construction costs that exceed the budget by more than 10%. HEP estimates its share of the cost of the Cushing Connect JV Terminal contributed by Plains and Cushing Connect Pipeline construction costs are approximately $70 million to $75 million, including $4 million to $6 million of Cushing Connect Pipeline construction costs exceeding the budget by more than 10% to be borne solely by HEP.
The Cushing Connect Joint Venture legal entities are variable interest entities (“VIEs”) as defined under GAAP. A VIE is a legal entity if it has any one of the following characteristics: (i) the entity does not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support; (ii) the at risk equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. The Cushing Connect Joint Venture legal entities do not have sufficient equity at risk to finance their activities without additional financial support. Since HEP constructed and is operating the Cushing Connect Pipeline, HEP has more ability to direct the activities that most significantly impact the financial performance of the Cushing Connect Joint Venture and Cushing Connect Pipeline legal entities. Therefore, HEP consolidates those legal entities. We do not have the ability to direct the activities that most significantly impact the Cushing Connect JV Terminal legal entity, and therefore, we account for our interest in the Cushing Connect JV Terminal legal entity using the equity method of accounting. HEP’s maximum exposure to loss as a result of its
involvement with the Cushing Connect JV Terminal legal entity is not expected to be material due to the long-term terminalling agreements in place to support its operations.
With the exception of the assets of HEP Cushing, creditors of the Cushing Connect Joint Venture legal entities have no recourse to our assets. Any recourse to HEP Cushing would be limited to the extent of HEP Cushing's assets, which other than its investment in Cushing Connect Joint Venture, are not significant. Furthermore, our creditors have no recourse to the assets of the Cushing Connect Joint Venture legal entities.
Note 4:Revenues
Revenues are generally recognized as products are shipped through our pipelines and terminals, feedstocks are processed through our refinery processing units or other services are rendered. See Note 1 for further discussion of revenue recognition.
Disaggregated revenues were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands) | | |
| Pipelines | | $ | 64,780 | | | $ | 66,505 | | | | | |
| Terminals, tanks and loading racks | | 37,015 | | | 38,182 | | | | | |
| Refinery processing units | | 18,403 | | | 22,496 | | | | | |
| | $ | 120,198 | | | $ | 127,183 | | | | | |
Revenues on our consolidated statements of income were composed of the following lease and service revenues:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands) | | |
| Lease revenues | | $ | 72,914 | | | $ | 87,944 | | | | | |
| Service revenues | | 47,284 | | | 39,239 | | | | | |
| | $ | 120,198 | | | $ | 127,183 | | | | | |
A contract liability exists when an entity is obligated to perform future services for a customer for which the entity has received consideration. Since HEP may be required to perform future services for these deficiency payments received, the deferred revenues on our balance sheets were considered contract liabilities. A contract asset exists when an entity has a right to consideration in exchange for goods or services transferred to a customer. Our consolidated balance sheets included the contract assets and liabilities in the table below:
| | | | | | | | | | | | | | |
| | March 31,
2022 | | December 31,
2021 |
| | | (In thousands) |
| Contract assets | | $ | 6,682 | | | $ | 6,637 | |
| Contract liabilities | | $ | (3,431) | | | $ | (4,185) | |
The contract assets and liabilities include both lease and service components. During the three months ended March 31, 2022 and 2021, we recognized $0.9 million and $0.5 million, respectively, of revenue that was previously included in contract liability as of December 31, 2021 and 2020, respectively. During the three months ended March 31, 2022 and 2021, we also recognized $45,000 and $0.1 million, respectively, of revenue included in contract assets.
As of March 31, 2022, we expect to recognize $1.7 billion in revenue related to our unfulfilled performance obligations under the terms of our long-term throughput agreements and leases expiring in 2023 through 2037. These agreements generally provide for changes in the minimum revenue guarantees annually for increases or decreases in the Producer Price Index (“PPI”) or Federal Energy Regulatory Commission (“FERC”) index, with certain contracts having provisions that limit the level of the rate increases or decreases. We expect to recognize revenue for these unfulfilled performance obligations as shown in the table below (amounts shown in table include both service and lease revenues):
| | | | | | | | |
| Years Ending December 31, | | (In millions) |
| Remainder of 2022 | | $ | 256 | |
| 2023 | | 290 | |
| 2024 | | 248 | |
| 2025 | | 178 | |
| 2026 | | 163 | |
| 2027 | | 132 | |
| Thereafter | | 388 | |
| Total | | $ | 1,655 | |
Payment terms under our contracts with customers are consistent with industry norms and are typically payable within 10 to 30 days of the date of invoice.
Note 5:Leases
See Note 1 for further discussion of lease accounting.
Lessee Accounting
As a lessee, we lease land, buildings, pipelines, transportation and other equipment to support our operations. These leases can be categorized into operating and finance leases.
Our leases have remaining terms of less than 1 year to 23 years, some of which include options to extend the leases for up to 10 years.
Finance Lease Obligations
We have finance lease obligations related to vehicle leases with initial terms of 33 to 48 months. The total cost of assets under finance leases was $6.2 million and $6.0 million as of March 31, 2022 and December 31, 2021, respectively, with accumulated depreciation of $3.8 million and $3.6 million as of March 31, 2022 and December 31, 2021, respectively. We include depreciation of finance leases in depreciation and amortization in our consolidated statements of income.
In addition, we have a finance lease obligation related to a pipeline lease with an initial term of 10 years with one remaining subsequent renewal option for an additional 10 years.
Supplemental balance sheet information related to leases was as follows (in thousands, except for lease term and discount rate):
| | | | | | | | | | | | | | |
| | March 31,
2022 | | December 31, 2021 |
| | | | |
| Operating leases: | | | | |
| Operating lease right-of-use assets, net | | $ | 2,727 | | | $ | 2,275 | |
| | | | |
| Current operating lease liabilities | | 1,000 | | | 620 | |
| Noncurrent operating lease liabilities | | 2,207 | | | 2,030 | |
| Total operating lease liabilities | | $ | 3,207 | | | $ | 2,650 | |
| | | | |
| Finance leases: | | | | |
| Properties and equipment | | $ | 6,172 | | | $ | 6,031 | |
| Accumulated amortization | | (3,823) | | | (3,632) | |
| Properties and equipment, net | | $ | 2,349 | | | $ | 2,399 | |
| | | | |
| Current finance lease liabilities | | $ | 3,825 | | | $ | 3,786 | |
| Noncurrent finance lease liabilities | | 63,765 | | | 64,649 | |
| Total finance lease liabilities | | $ | 67,590 | | | $ | 68,435 | |
| | | | |
| Weighted average remaining lease term (in years): | | | | |
| Operating leases | | 5.7 | | 5.8 |
| Finance leases | | 14.8 | | 15.0 |
| | | | |
| Weighted average discount rate: | | | | |
| Operating leases | | 4.8% | | 4.8% |
| Finance leases | | 5.6% | | 5.6% |
Supplemental cash flow and other information related to leases were as follows:
| | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | |
| | (In thousands) |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
| Operating cash flows on operating leases | | $ | 276 | | | $ | 312 | | | |
| Operating cash flows on finance leases | | $ | 981 | | | $ | 1,058 | | | |
| Financing cash flows on finance leases | | $ | 881 | | | $ | 958 | | | |
Maturities of lease liabilities were as follows:
| | | | | | | | | | | | | | |
| | March 31, 2022 |
| | Operating | | Finance |
| | (In thousands) |
| 2022 | | $ | 783 | | | $ | 5,499 | |
| 2023 | | 935 | | | 7,383 | |
| 2024 | | 524 | | | 6,938 | |
| 2025 | | 443 | | | 6,479 | |
| 2026 | | 289 | | | 6,432 | |
| 2027 and thereafter | | 501 | | | 67,463 | |
| Total lease payments | | 3,475 | | | 100,194 | |
| Less: Imputed interest | | (268) | | | (32,604) | |
| Total lease obligations | | 3,207 | | | 67,590 | |
| Less: Current lease liabilities | | (1,000) | | | (3,825) | |
| Noncurrent lease liabilities | | $ | 2,207 | | | $ | 63,765 | |
The components of lease expense were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands) |
| Operating lease costs | | $ | 262 | | | $ | 298 | | | | | |
| Finance lease costs | | | | | | | | |
| Amortization of assets | | 192 | | | 212 | | | | | |
| Interest on lease liabilities | | 959 | | | 1,006 | | | | | |
| Variable lease cost | | 37 | | | 66 | | | | | |
| Total net lease cost | | $ | 1,450 | | | $ | 1,582 | | | | | |
Lessor Accounting
As discussed in Note 1, the majority of our contracts with customers meet the definition of a lease.
Substantially all of the assets supporting contracts meeting the definition of a lease have long useful lives, and we believe these assets will continue to have value when the current agreements expire due to our risk management strategy for protecting the residual fair value of the underlying assets by performing ongoing maintenance during the lease term. HF Sinclair generally has the option to purchase assets located within HF Sinclair refinery boundaries, including refinery tankage, truck racks and refinery processing units, at fair market value when the related agreements expire.
During the three months ended March 31, 2022, we entered into new agreements, and amended other agreements, with HFC related to our newly acquired Sinclair Transportation assets. Certain of these agreements met the criteria of sales-type leases. Under sales-type lease accounting, at the commencement date, the lessor recognizes a net investment in the lease, based on the estimated fair value of the underlying leased assets at contract inception, and derecognizes the underlying assets with the difference recorded as selling profit or loss arising from the lease. Because we recorded these assets at fair values under purchase price accounting, there was no gain or loss on these sales-type leases during the three months ended March 31, 2022. The balance sheet impacts were composed of the following:
| | | | | | | | |
| | |
| | Three Months Ended March 31, 2022 |
| | (In thousands) |
| Net investment in leases | | $ | 235,620 | |
| Properties and equipment, net | | (235,620) | |
| Gain on sales-type leases | | $ | — | |
During the three months ended March 31, 2021, we entered into new agreements and modified other agreements with HF Sinclair related to our Cheyenne assets, Tulsa West lube racks, and various crude tanks. These agreements met the criteria of sales-type leases since the underlying assets are not expected to have an alternative use at the end of the lease terms to anyone other than HF Sinclair. Under sales-type lease accounting, at the commencement date, the lessor recognizes a net investment in the lease, based on the estimated fair value of the underlying leased assets at contract inception, and derecognizes the underlying assets with the difference recorded as selling profit or loss arising from the lease. Therefore, we recognized a gain on sales-type leases during the three months ended March 31, 2021 composed of the following:
| | | | | | | | |
| | Three Months Ended March 31, 2021 |
| | (In thousands) |
| | |
| Net investment in leases | | $ | 41,246 | |
| Properties and equipment, net | | (23,155) | |
| Deferred revenue | | 6,559 | |
| Gain on sales-type leases | | $ | 24,650 | |
These sales-type lease transactions, including the related gain, were non-cash transactions.
Lease income recognized was as follows:
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands) |
| Operating lease revenues | | $ | 69,975 | | | $ | 85,892 | | | | | |
| Direct financing lease interest income | | 520 | | | 524 | | | | | |
| Gain on sales-type leases | | — | | | 24,650 | | | | | |
| Sales-type lease interest income | | 12,123 | | | 6,025 | | | | | |
| Lease revenues relating to variable lease payments not included in measurement of the sales-type lease receivable | | 2,939 | | | 2,052 | | | | | |
For our sales-type leases, we included customer obligations related to minimum volume requirements in guaranteed minimum lease payments. Portions of our minimum guaranteed pipeline tariffs for assets subject to sales-type lease accounting are recorded as interest income with the remaining amounts recorded as a reduction in net investment in leases. We recognized any billings for throughput volumes in excess of minimum volume requirements as variable lease payments, and these variable lease payments were recorded in lease revenues.
Annual minimum undiscounted lease payments under our leases were as follows as of March 31, 2022:
| | | | | | | | | | | | | | | | | | | | |
| | Operating | | Finance | | Sales-type |
| Years Ending December 31, | | (In thousands) |
| Remainder of 2022 | | $ | 214,431 | | | $ | 1,627 | | | $ | 75,223 | |
| 2023 | | 261,938 | | | 2,175 | | | 96,383 | |
| 2024 | | 224,373 | | | 2,192 | | | 93,154 | |
| 2025 | | 159,983 | | | 2,209 | | | 89,727 | |
| 2026 | | 145,748 | | | 2,227 | | | 89,727 | |
| 2027 and thereafter | | 449,793 | | | 36,610 | | | 841,406 | |
| Total lease receipt payments | | $ | 1,456,266 | | | $ | 47,040 | | | $ | 1,285,620 | |
| Less: Imputed interest | | | | (30,693) | | | (1,155,318) | |
| | | | 16,347 | | | 130,302 | |
| Unguaranteed residual assets at end of leases | | | | — | | | 402,750 | |
| Net investment in leases | | | | $ | 16,347 | | | $ | 533,052 | |
Net investments in leases recorded on our balance sheet were composed of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
| | Sales-type Leases | | Direct Financing Leases | | Sales-type Leases | | Direct Financing Leases |
| | (In thousands) | | (In thousands) |
Lease receivables (1) | | $ | 430,779 | | | $ | 16,347 | | | $ | 207,768 | | | $ | 16,371 | |
| Unguaranteed residual assets | | 102,273 | | | — | | | 90,097 | | | — | |
| Net investment in leases | | $ | 533,052 | | | $ | 16,347 | | | $ | 297,865 | | | $ | 16,371 | |
(1) Current portion of lease receivables included in prepaid and other current assets on the balance sheet.
Note 6:Fair Value Measurements
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 the measurement date. Fair value measurements are derived using inputs (assumptions that market participants would use in pricing an asset or liability) including assumptions about risk. GAAP categorizes inputs used in fair value measurements into three broad levels as follows:
•(Level 1) Quoted prices in active markets for identical assets or liabilities.
•(Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.
•(Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs.
Financial Instruments
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and debt. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. Debt consists of outstanding principal under our revolving credit agreement (which approximates fair value as interest rates are reset frequently at current interest rates) and our fixed interest rate senior notes.
The carrying amounts and estimated fair values of our senior notes were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | March 31, 2022 | | December 31, 2021 |
| Financial Instrument | | Fair Value Input Level | | Carrying
Value | | Fair Value | | Carrying
Value | | Fair Value |
| | | | (In thousands) |
| Liabilities: | | | | | | | | | | |
| | | | | | | | | | |
5% Senior Notes | | Level 2 | | 492,867 | | | 474,605 | | | 493,049 | | | 502,705 | |
Level 2 Financial Instruments
Our senior notes are measured at fair value using Level 2 inputs. The fair value of the senior notes is based on market values provided by a third-party bank, which were derived using market quotes for similar type debt instruments. See Note 10 for additional information.
Non-Recurring Fair Value Measurements
The HEP Transaction was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the Closing Date. The fair value measurements were based on a combination of valuation methods including discounted cash flows, the guideline public company method, the market approach and obsolescence adjusted replacement costs, all of which are Level 3 inputs.
For the net investments in sales-type leases recognized during the three months ended March 31, 2022, the estimated fair value of the underlying leased assets at contract inception and the present value of the estimated unguaranteed residual asset at the end of the lease term are used in determining the net investment in leases recorded. The asset valuation estimates include Level 3 inputs based on a replacement cost valuation method.
Note 7:Properties and Equipment
The carrying amounts of our properties and equipment were as follows:
| | | | | | | | | | | | | | |
| | March 31,
2022 | | December 31,
2021 |
| | | (In thousands) |
| Pipelines, terminals and tankage | | $ | 1,608,197 | | | $ | 1,527,697 | |
| Refinery assets | | 348,882 | | | 348,882 | |
| Land and right of way | | 124,150 | | | 98,837 | |
| Construction in progress | | 35,111 | | | 26,446 | |
| Other | | 62,809 | | | 48,203 | |
| | 2,179,149 | | | 2,050,065 | |
| Less accumulated depreciation | | (738,261) | | | (721,037) | |
| | $ | 1,440,888 | | | $ | 1,329,028 | |
Depreciation expense was $18.5 million and $21.4 million for the three months ended March 31, 2022 and 2021, respectively, and includes depreciation of assets acquired under capital leases.
Note 8:Intangible Assets
Intangible assets include transportation agreements and customer relationships that represent a portion of the total purchase price of certain assets acquired from Delek US Holdings, Inc. (“Delek”) in 2005, from HFC in 2008 prior to HEP becoming a consolidated VIE of HFC, from Plains in 2017, and from other minor acquisitions in 2018.
The carrying amounts of our intangible assets were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Useful Life | | March 31,
2022 | | December 31,
2021 |
| | | | | (In thousands) |
| Delek transportation agreement | | 30 years | | $ | 59,933 | | | $ | 59,933 | |
| HF Sinclair transportation agreement | | 10-15 years | | 75,131 | | | 75,131 | |
| Customer relationships | | 10 years | | 69,683 | | | 69,683 | |
| Other | | 20 years | | 50 | | | 50 | |
| | | | 204,797 | | | 204,797 | |
| Less accumulated amortization | | | | (134,991) | | | (131,490) | |
| | | | $ | 69,806 | | | $ | 73,307 | |
Amortization expense was $3.5 million for each of the three months ended March 31, 2022 and 2021. We estimate amortization expense to be $9.9 million for 2023, and $9.1 million for 2024 through 2027.
We have additional transportation agreements with subsidiaries of HF Sinclair resulting from historical transactions consisting of pipeline, terminal and tankage assets contributed to us or acquired from subsidiaries of HF Sinclair. These transactions occurred while we were a consolidated variable interest entity of HF Sinclair; therefore, our basis in these agreements is zero and does not reflect a step-up in basis to fair value.
Note 9:Employees, Retirement and Incentive Plans
Direct support for our operations is provided by HLS, which utilizes personnel employed by HF Sinclair who are dedicated to performing services for us. Their costs, including salaries, bonuses, payroll taxes, benefits and other direct costs, are charged to us monthly in accordance with an omnibus agreement that we have with HF Sinclair (the “Omnibus Agreement”). These employees participate in the retirement and benefit plans of HF Sinclair. Our share of retirement and benefit plan costs was $2.4 million and $2.2 million for the three months ended March 31, 2022 and 2021, respectively.
Under HLS’s secondment agreement with HF Sinclair (the “Secondment Agreement”), certain employees of HF Sinclair are seconded to HLS to provide operational and maintenance services for certain of our processing, refining, pipeline and tankage assets, and HLS reimburses HF Sinclair for its prorated portion of the wages, benefits, and other costs related to these employees.
We have a Long-Term Incentive Plan for employees and non-employee directors who perform services for us. The Long-Term Incentive Plan consists of five components: restricted or phantom units, performance units, unit options, unit appreciation rights and cash awards. Our accounting policy for the recognition of compensation expense for awards with pro-rata vesting (a significant proportion of our awards) is to expense the costs ratably over the vesting periods.
As of March 31, 2022, we had two types of unit-based awards outstanding, which are described below. The compensation cost charged against income was $0.6 million and $0.7 million for the three months ended March 31, 2022 and 2021, respectively. We currently purchase units in the open market instead of issuing new units for settlement of all unit awards under our Long-Term Incentive Plan. As of March 31, 2022, 2,500,000 units were authorized to be granted under our Long-Term Incentive Plan, of which 814,440 were available to be granted, assuming no forfeitures of the unvested units and full achievement of goals for the unvested performance units.
Phantom Units
Under our Long-Term Incentive Plan, we grant phantom units to our non-employee directors and selected employees who perform services for us, with most awards vesting over a period of one to three years. Although full ownership of the units does not transfer to the recipients until the units vest, the recipients have distribution rights on these units from the date of grant.
The fair value of each phantom unit award is measured at the market price as of the date of grant and is amortized on a straight-line basis over the requisite service period for each separately vesting portion of the award.
A summary of phantom unit activity and changes during the three months ended March 31, 2022, is presented below:
| | | | | | | | | | | | | | |
| Phantom Units | | Units | | Weighted Average Grant-Date Fair Value |
| Outstanding at January 1, 2022 (nonvested) | | 203,263 | | | $ | 14.85 | |
| | | | |
| Vesting and transfer of full ownership to recipients | | (2,558) | | | 15.11 | |
| Forfeited | | (13,085) | | | 14.28 | |
| Outstanding at March 31, 2022 (nonvested) | | 187,620 | | | 14.89 | |
The grant date fair values of phantom units that were vested and transferred to recipients during the three months ended March 31, 2022 were $39 thousand. No phantom units vested and transferred to recipients during the three months ended March 31, 2021. As of March 31, 2022, $1.3 million of total unrecognized compensation expense related to unvested phantom unit grants is expected to be recognized over a weighted-average period of 1.2 years.
Performance Units
Under our Long-Term Incentive Plan, we grant performance units to selected officers who perform services for us. Performance units granted are payable in common units at the end of a three-year performance period based upon meeting certain criteria over the performance period. Under the terms of our performance unit grants, some awards are subject to the growth in our distributable cash flow per common unit over the performance period while other awards are subject to "financial performance" and "market performance." Financial performance is based on meeting certain earnings before interest, taxes, depreciation and amortization ("EBITDA") targets, while market performance is based on the relative standing of total unitholder return achieved by HEP compared to peer group companies. The number of units ultimately issued under these awards can range from 0% to 200%.
We did not grant any performance units during the three months ended March 31, 2022. Although common units are not transferred to the recipients until the performance units vest, the recipients have distribution rights with respect to the target number of performance units subject to the award from the date of grant at the same rate as distributions paid on our common units.
A summary of performance unit activity and changes for the three months ended March 31, 2022, is presented below:
| | | | | | | | |
| Performance Units | | Units |
| Outstanding at January 1, 2022 (nonvested) | | 76,719 | |
| | |
| Vesting and transfer of common units to recipients | | (24,809) | |
| Forfeited | | (9,124) | |
| Outstanding at March 31, 2022 (nonvested) | | 42,786 | |
The grant date fair value of performance units vested and transferred to recipients during the three months ended March 31, 2022 and 2021 was $0.6 million and $0.4 million, respectively. Based on the weighted-average fair value of performance units outstanding at March 31, 2022, of $0.7 million, there was $0.4 million of total unrecognized compensation expense related to nonvested performance units, which is expected to be recognized over a weighted-average period of 1.7 years.
During the three months ended March 31, 2022, we did not purchase any of our common units in the open market for the issuance and settlement of unit awards under our Long-Term Incentive Plan.
Note 10:Debt
Credit Agreement
In April 2021, we amended our senior secured revolving credit facility (the “Credit Agreement”) decreasing the size of the facility from $1.4 billion to $1.2 billion and extending the maturity date to July 27, 2025. The Credit Agreement is available to fund capital expenditures, investments, acquisitions, distribution payments, working capital and for general partnership purposes. The Credit Agreement is also available to fund letters of credit up to a $50 million sub-limit and continues to provide for an accordion feature that allows us to increase commitments under the Credit Agreement up to a maximum amount of $1.7 billion.
Our obligations under the Credit Agreement are collateralized by substantially all of our assets, and indebtedness under the Credit Agreement is guaranteed by our material, wholly owned subsidiaries. The Credit Agreement requires us to maintain compliance with certain financial covenants consisting of total leverage, senior secured leverage, and interest coverage. It also limits or restricts our ability to engage in certain activities. If, at any time prior to the maturity of the Credit Agreement, HEP obtains two investment grade credit ratings, the Credit Agreement will become unsecured and many of the covenants, limitations, and restrictions will be eliminated.
We may prepay all loans at any time without penalty, except for tranche breakage costs. If an event of default exists under the Credit Agreement, the lenders will be able to accelerate the maturity of all loans outstanding and exercise other rights and remedies. We were in compliance with the covenants under the Credit Agreement as of March 31, 2022.
Senior Notes
On April 8, 2022, we closed a private placement of $400 million in aggregate principal amount of 6.375% senior unsecured notes due in 2027 (the “6.375% Senior Notes”). The 6.375% Senior Notes were issued at par for net proceeds of approximately $393 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The total net proceeds from the offering of the 6.375% Senior Notes were used to partially repay outstanding borrowings under the Credit Agreement, increasing our available liquidity.
As of March 31, 2022, we had $500 million aggregate principal amount of 5% senior unsecured notes due in 2028 (the “5% Senior Notes”).
The 5% Senior Notes and the 6.375% Senior Notes are unsecured and impose certain restrictive covenants, including limitations on our ability to incur additional indebtedness, make investments, sell assets, incur certain liens, pay distributions, enter into transactions with affiliates, and enter into mergers. We were in compliance with the restrictive covenants for the 5% Senior Notes as of March 31, 2022. At any time when the 5% Senior Notes and 6.375% Senior Notes are rated investment grade by either Moody’s or Standard & Poor’s and no default or event of default exists, we will not be subject to many of the foregoing covenants. Additionally, we have certain redemption rights at varying premiums over face value under the 5% Senior Notes and the 6.375% Senior Notes.
Indebtedness under the 5% Senior Notes and the 6.375% Senior Notes is guaranteed by all of our existing wholly owned subsidiaries (other than Holly Energy Finance Corp., UNEV Pipeline, LLC and certain immaterial subsidiaries).
Long-term Debt
The carrying amounts of our long-term debt were as follows:
| | | | | | | | | | | | | | |
| | March 31,
2022 | | December 31,
2021 |
| | (In thousands) |
| Credit Agreement | | | | |
| Amount outstanding | | $ | 1,141,500 | | | 840,000 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
5% Senior Notes | | | | |
| Principal | | 500,000 | | | 500,000 | |
| Unamortized premium and debt issuance costs | | (7,133) | | | (6,951) | |
| | 492,867 | | | 493,049 | |
| | | | |
| Total long-term debt | | $ | 1,634,367 | | | $ | 1,333,049 | |
Note 11:Related Party Transactions
We serve HF Sinclair’s refineries under long-term pipeline, terminal and tankage throughput agreements, and refinery processing unit tolling agreements expiring from 2023 to 2037, and revenues from HF Sinclair accounted for 77% of our total revenues for the three months ended March 31, 2022. Under these agreements, HF Sinclair agrees to transport, store and process throughput volumes of refined product, crude oil and feedstocks on our pipelines, terminals, tankage, loading rack facilities and refinery processing units that result in minimum annual payments to us. These minimum annual payments or revenues are generally subject to annual rate adjustments on July 1st each year based on increases or decreases in PPI or the FERC index. As of March 31, 2022, these agreements with HF Sinclair require minimum annualized payments to us of $424.3 million.
If HF Sinclair fails to meet its minimum volume commitments under the agreements in any quarter, it will be required to pay us the amount of any shortfall in cash by the last day of the month following the end of the quarter. Under certain of these agreements, a shortfall payment may be applied as a credit in the following four quarters after its minimum obligations are met.
Under certain provisions of the Omnibus Agreement, we pay HF Sinclair an annual administrative fee (currently $5.0 million) for the provision by HF Sinclair or its affiliates of various general and administrative services to us. In connection with the HEP Transaction, we pay HF Sinclair a temporary monthly fee of $62,500 relating to transition services to be provided to HEP by HF Sinclair. Neither the annual administrative fee nor the temporary monthly fee includes the salaries of personnel employed by HF Sinclair who perform services for us on behalf of HLS or the cost of their employee benefits, which are charged to us separately by HF Sinclair. Also, we reimburse HF Sinclair and its affiliates for direct expenses they incur on our behalf.
Related party transactions with HF Sinclair and its subsidiaries were as follows:
•Revenues received from HF Sinclair were $92.3 million and $101.9 million for the three months ended March 31, 2022 and 2021, respectively.
•HF Sinclair charged us general and administrative services under the Omnibus Agreement of $0.8 million and $0.7 million for the three months ended March 31, 2022 and 2021, respectively. In addition, HF Sinclair charged us $36,000 for a prorated portion of the temporary administrative fee during the three months ended March 31, 2022.
•We reimbursed HF Sinclair for costs of employees supporting our operations of $16.1 million and $14.4 million for the three months ended March 31, 2022 and 2021, respectively.
•HF Sinclair reimbursed us $3.1 million for each of the three months ended March 31, 2022 and 2021, for expense and capital projects.
•We distributed $20.9 million in each of the three months ended March 31, 2022 and 2021, to HF Sinclair as regular distributions on its common units.
•Accounts receivable from HF Sinclair were $44.3 million and $56.2 million at March 31, 2022, and December 31, 2021, respectively.
•Accounts payable to HF Sinclair were $10.7 million and $11.7 million at March 31, 2022, and December 31, 2021, respectively.
•Deferred revenue in the consolidated balance sheets included at March 31, 2022 and December 31, 2021, includes $3.3 million and $4.1 million, respectively, relating to certain shortfall billings to HF Sinclair.
•We received direct financing lease payments from HF Sinclair for use of our Artesia and Tulsa rail yards of $0.5 million for each of the three months ended March 31, 2022 and 2021.
•We recorded a gain on sales-type leases with HF Sinclair of $24.7 million for the three months ended March 31, 2021, and we received sales-type lease payments of $12.6 million and $6.2 million from HF Sinclair for the three months ended March 31, 2022 and 2021, respectively.
•HEP and HFC reached an agreement to terminate the existing minimum volume commitments for HEP’s Cheyenne assets and enter into new agreements, which were finalized and executed on February 8, 2021, with the following terms, in each case effective January 1, 2021: (1) a ten-year lease with two five-year renewal option periods for HFC’s (and now HF Sinclair’s) use of certain HEP tank and rack assets in the Cheyenne Refinery to facilitate renewable diesel production with an annual lease payment of approximately $5 million, (2) a five-year contango service fee arrangement that will utilize HEP tank assets inside the Cheyenne Refinery where HFC (and now HF Sinclair) will pay a base tariff to HEP for available crude oil storage and HF Sinclair and HEP will split any profits generated on crude oil contango opportunities and (3) a $10 million one-time cash payment from HF Sinclair to HEP for the termination of the existing minimum volume commitment.
Contemporaneous with the closing of the Sinclair Transactions, HEP and HFC amended certain intercompany agreements, including the master throughput agreement, to include within the scope of such agreements certain of the assets acquired by HEP pursuant to the Contribution Agreement.
Note 12: Partners’ Equity, Income Allocations and Cash Distributions
As of March 31, 2022, HF Sinclair held 59,630,030 of our common units, constituting a 47% limited partner interest in us, and held the non-economic general partner interest.
Continuous Offering Program
We have a continuous offering program under which we may issue and sell common units from time to time, representing limited partner interests, up to an aggregate gross sales amount of $200 million. As of March 31, 2022, HEP has issued 2,413,153 units under this program, providing $82.3 million in gross proceeds.
Allocations of Net Income
Net income attributable to HEP is allocated to the partners based on their weighted-average ownership percentage during the period.
Cash Distributions
On April 21, 2022, we announced our cash distribution for the first quarter of 2022 of $0.35 per unit. The distribution is payable on all common units and will be paid May 13, 2022, to all unitholders of record on May 2, 2022.
Our regular quarterly cash distribution to the limited partners will be $44.3 million for the three months ended March 31, 2022 and was $37.0 million for the three months ended March 31, 2021. Our distributions are declared subsequent to quarter end; therefore, these amounts do not reflect distributions paid during the respective period.
Note 13: Net Income Per Limited Partner Unit
Basic net income per unit applicable to the limited partners is calculated as net income attributable to the partners, adjusted for participating securities’ share in earnings, divided by the weighted average limited partners’ units outstanding. Diluted net income per unit assumes, when dilutive, the issuance of the net incremental units from phantom units and performance units. To the extent net income attributable to the partners exceeds or is less than cash distributions, this difference is allocated to the
partners based on their weighted-average ownership percentage during the period. Our dilutive securities are immaterial for all periods presented.
Net income per limited partner unit is computed as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands, except per unit data) |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Net income attributable to the partners | | 49,559 | | | $ | 64,397 | | | | | |
| Less: Participating securities’ share in earnings | | (111) | | | (225) | | | | | |
| Net income attributable to common units | | 49,448 | | | 64,172 | | | | | |
| Weighted average limited partners' units outstanding | | 109,640 | | | 105,440 | | | | | |
| Limited partners' per unit interest in earnings - basic and diluted | | $ | 0.45 | | | $ | 0.61 | | | | | |
Note 14:Environmental
We expensed $0.1 million and $33 thousand for the three months ended March 31, 2022 and 2021, respectively, for environmental remediation obligations. The accrued environmental liability, net of expected recoveries from indemnifying parties, reflected in our consolidated balance sheets was $8.7 million and $3.9 million at March 31, 2022 and December 31, 2021, of which $7.0 million and $2.4 million was classified as other long-term liabilities for March 31, 2022 and December 31, 2021, respectively. These accruals include remediation and monitoring costs expected to be incurred over an extended period of time. Accrued environmental liabilities assumed in the Sinclair acquisition have preliminarily been fair valued at $5.0 million. Estimated liabilities could increase in the future as the purchase price allocation for the Sinclair Transportation acquisition is finalized and when the results of ongoing investigations become known, are considered probable and can be reasonably estimated.
Under the Omnibus Agreement and certain transportation agreements and purchase agreements with HF Sinclair and/or its subsidiaries, HF Sinclair has agreed to indemnify us, subject to certain monetary and time limitations, for environmental noncompliance and remediation liabilities associated with certain assets transferred to us from HF Sinclair and its subsidiaries and occurring or existing prior to the date of such transfers. Our consolidated balance sheets included additional accrued environmental liabilities of $0.3 million for HF Sinclair indemnified liabilities as of both March 31, 2022 and December 31, 2021, and other assets included equal and offsetting balances representing amounts due from HF Sinclair related to indemnifications for environmental remediation liabilities.
Note 15: Contingencies
We are a party to various legal and regulatory proceedings, none of which we believe will have a material adverse impact on our financial condition, results of operations or cash flows.
Note 16: Segment Information
Although financial information is reviewed by our chief operating decision makers from a variety of perspectives, they view the business in two reportable operating segments: pipelines and terminals, and refinery processing units. These operating segments adhere to the accounting polices used for our consolidated financial statements.
Pipelines and terminals have been aggregated as one reportable segment as both pipeline and terminals (1) have similar economic characteristics, (2) similarly provide logistics services of transportation and storage of petroleum products, (3) similarly support the petroleum refining business, including distribution of its products, (4) have principally the same customers and (5) are subject to similar regulatory requirements.
We evaluate the performance of each segment based on its respective operating income. Certain general and administrative expenses and interest and financing costs are excluded from segment operating income as they are not directly attributable to a
specific reportable segment. Identifiable assets are those used by the segment, whereas other assets are principally equity method investments, cash, deposits and other assets that are not associated with a specific reportable segment.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2022 | | 2021 | | | | |
| | (In thousands) |
| Revenues: | | | | | | | | |
| Pipelines and terminals - affiliate | | $ | 73,851 | | | $ | 79,430 | | | | | |
| Pipelines and terminals - third-party | | 27,944 | | | 25,257 | | | | | |
| Refinery processing units - affiliate | | 18,403 | | | 22,496 | | | | | |
| Total segment revenues | | $ | 120,198 | | | $ | 127,183 | | | | | |
| | | | | | | | |
| Segment operating income: | | | | | | | | |
Pipelines and terminals (1) | | $ | 49,804 | | | $ | 41,484 | | | | | |
| Refinery processing units | | 5,582 | | | 8,235 | | | | | |
| Total segment operating income | | 55,386 | | | 49,719 | | | | | |
| Unallocated general and administrative expenses | | (4,312) | | | (2,968) | | | | | |
| Interest expense | | (13,639) | | | (13,240) | | | | | |
| Interest income | | 12,647 | | | 6,548 | | | | | |
| | | | | | | | |
| Equity in earnings of equity method investments | | 3,626 | | | 1,763 | | | | | |
| Gain on sales-type leases | | — | | | 24,650 | | | | | |
| Gain (loss) on sale of assets and other | | 101 | | | 502 | | | | | |
| Income before income taxes | | $ | 53,809 | | | $ | 66,974 | | | | | |
| | | | | | | | |
| Capital Expenditures: | | | | | | | | |
| Pipelines and terminals | | $ | 10,421 | | | $ | 33,218 | | | | | |
| Refinery processing units | | 3,726 | | | — | | | | | |
| Total capital expenditures | | $ | 14,147 | | | $ | 33,218 | | | | | |
| | | | | | | | |
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| | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
| | (In thousands) |
| Identifiable assets: | | | | |
Pipelines and terminals (2) | | $ | 2,158,800 | | | $ | 1,737,388 | |
| Refinery processing units | | 304,686 | | | 294,452 | |
| Other | | 313,790 | | | 134,027 | |
| Total identifiable assets | | $ | 2,777,276 | | | $ | 2,165,867 | |
(1) Pipelines and terminals segment operating income included goodwill impairment charges of $11.0 million for the three months ended March 31, 2021.
(2) Included goodwill of $307.4 million as of March 31, 2022 and $223.7 million as of December 31, 2021.