| Supplemental Guarantor / Non-Guarantor Financial Information |
Supplemental Guarantor/Non-Guarantor Financial Information Obligations of HEP (“Parent”) under the Senior Notes have been jointly and severally guaranteed by each of its direct and indirect 100% owned subsidiaries, other than Holly Energy Finance Corp., and certain immaterial subsidiaries (“Guarantor Subsidiaries”). These guarantees are full and unconditional, subject to certain customary release provisions. These circumstances include (i) when a Guarantor Subsidiary is sold or sells all or substantially all of its assets, (ii) when a Guarantor Subsidiary is declared “unrestricted” for covenant purposes, (iii) when a Guarantor Subsidiary’s guarantee of other indebtedness is terminated or released and (iv) when the requirements for legal defeasance or covenant defeasance or to discharge the senior notes have been satisfied.
The following financial information presents condensed consolidating balance sheets, statements of income, and statements of cash flows of the Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. The information has been presented as if the Parent accounted for its ownership in the Guarantor Subsidiaries, and the Guarantor Restricted Subsidiaries accounted for the ownership of the Non-Guarantor Non-Restricted Subsidiaries, using the equity method of accounting.
As a result of the HEP Transaction, UNEV Pipeline, LLC became a 100% owned subsidiary, and it was subsequently added as a guarantor of the obligations of HEP under the Senior Notes during the second quarter of 2022. UNEV Pipeline, LLC financial information has been included in the Guarantor Subsidiaries financial information for all periods presented. Condensed Consolidating Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2022 | | Parent | | Guarantor Restricted Subsidiaries | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | | | | (In thousands) | | ASSETS | | | | | | | | | | | | Current assets: | | | | | | | | | | | | Cash and cash equivalents | | $ | 7,345 | | | $ | 5,535 | | | $ | 2,671 | | | $ | — | | | $ | 15,551 | | | Accounts receivable | | | | 87,579 | | | 1,356 | | | (1,311) | | | 87,624 | | | Prepaid and other current assets | | 155 | | | 9,663 | | | 342 | | | (342) | | | 9,818 | | | Total current assets | | 7,500 | | | 102,777 | | | 4,369 | | | (1,653) | | | 112,993 | | | | | | | | | | | | | | Properties and equipment, net | | — | | | 1,417,198 | | | — | | | — | | | 1,417,198 | | | Operating lease right-of-use assets | | — | | | 2,457 | | | — | | | — | | | 2,457 | | | Net investment in leases | | — | | | 539,394 | | | 101,508 | | | (101,508) | | | 539,394 | | Investment in subsidiaries
| | 2,443,931 | | | 69,368 | | | — | | | (2,513,299) | | | — | | | Intangible assets, net | | — | | | 62,802 | | | — | | | — | | | 62,802 | | | Goodwill | | — | | | 322,007 | | | — | | | — | | | 322,007 | | | Equity method investments | | — | | | 230,448 | | | 35,738 | | | — | | | 266,186 | | | Deferred turnaround costs | | — | | | 25,092 | | | — | | | — | | | 25,092 | | | Other assets | | 6,304 | | | 10,538 | | | — | | | — | | | 16,842 | | | Total assets | | $ | 2,457,735 | | | $ | 2,782,081 | | | $ | 141,615 | | | $ | (2,616,460) | | | $ | 2,764,971 | | | | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | Accounts payable | | $ | — | | | $ | 43,624 | | | $ | 1,968 | | | $ | (1,311) | | | $ | 44,281 | | | Accrued interest | | 17,922 | | | — | | | — | | | — | | | 17,922 | | | Deferred revenue | | — | | | 11,923 | | | — | | | — | | | 11,923 | | | Accrued property taxes | | — | | | 10,603 | | | — | | | — | | | 10,603 | | | Current operating lease liabilities | | — | | | 966 | | | — | | | — | | | 966 | | | Current finance lease liabilities | | — | | | 6,264 | | | — | | | (2,087) | | | 4,177 | | | Other current liabilities | | 87 | | | 1,553 | | | 911 | | | — | | | 2,551 | | | Total current liabilities | | 18,009 | | | 74,933 | | | 2,879 | | | (3,398) | | | 92,423 | | | | | | | | | | | | | | Long-term debt | | 1,593,797 | | | — | | | — | | | — | | | 1,593,797 | | | Noncurrent operating lease liabilities | | — | | | 1,949 | | | — | | | — | | | 1,949 | | | Noncurrent finance lease liabilities | | — | | | 152,147 | | | — | | | (89,357) | | | 62,790 | | | Other long-term liabilities | | 345 | | | 22,885 | | | — | | | — | | | 23,230 | | | Deferred revenue | | — | | | 26,752 | | | — | | | — | | | 26,752 | | | Class B unit | | — | | | 59,484 | | | — | | | — | | | 59,484 | | | Equity - partners | | 845,584 | | | 2,443,931 | | | 69,368 | | | (2,523,705) | | | 835,178 | | | Equity - noncontrolling interests | | — | | | — | | | 69,368 | | | — | | | 69,368 | | | Total liabilities and equity | | $ | 2,457,735 | | | $ | 2,782,081 | | | $ | 141,615 | | | $ | (2,616,460) | | | $ | 2,764,971 | |
Condensed Consolidating Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2021 | | Parent | | Guarantor Restricted Subsidiaries | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | | | | (In thousands) | | ASSETS | | | | | | | | | | | | Current assets: | | | | | | | | | | | | Cash and cash equivalents | | $ | 1,273 | | | $ | 4,227 | | | $ | 8,881 | | | $ | — | | | $ | 14,381 | | | Accounts receivable | | — | | | 68,768 | | | 2,833 | | | (2,702) | | | 68,899 | | | Prepaid and other current assets | | 353 | | | 10,680 | | | 304 | | | (304) | | | 11,033 | | | Total current assets | | 1,626 | | | 83,675 | | | 12,018 | | | (3,006) | | | 94,313 | | | | | | | | | | | | | | Properties and equipment, net | | — | | | 1,329,028 | | | — | | | — | | | 1,329,028 | | | Operating lease right-of-use assets | | — | | | 2,275 | | | — | | | — | | | 2,275 | | | Net investment in leases | | — | | | 309,301 | | | 100,032 | | | (100,030) | | | 309,303 | | | Investment in subsidiaries | | 1,785,024 | | | 70,437 | | | — | | | (1,855,461) | | | — | | | Intangible assets, net | | — | | | 73,307 | | | — | | | — | | | 73,307 | | | Goodwill | | — | | | 223,650 | | | — | | | — | | | 223,650 | | | Equity method investments | | — | | | 78,873 | | | 37,505 | | | — | | | 116,378 | | | Deferred turnaround costs | | — | | | 2,632 | | | — | | | — | | | 2,632 | | | Other assets | | 8,118 | | | 6,863 | | | — | | | — | | | 14,981 | | | Total assets | | $ | 1,794,768 | | | $ | 2,180,041 | | | $ | 149,555 | | | $ | (1,958,497) | | | $ | 2,165,867 | | | | | | | | | | | | | | LIABILITIES AND EQUITY | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | Accounts payable | | $ | — | | | $ | 34,566 | | | $ | 8,416 | | | $ | (2,702) | | | $ | 40,280 | | | Accrued interest | | 11,258 | | | — | | | — | | | — | | | 11,258 | | | Deferred revenue | | — | | | 14,585 | | | — | | | — | | | 14,585 | | | Accrued property taxes | | — | | | 4,542 | | | — | | | — | | | 4,542 | | | Current operating lease liabilities | | — | | | 620 | | | — | | | — | | | 620 | | | Current finance lease liabilities | | — | | | 5,566 | | | — | | | (1,780) | | | 3,786 | | | Other current liabilities | | 3 | | | 1,513 | | | 265 | | | — | | | 1,781 | | | Total current liabilities | | 11,261 | | | 61,392 | | | 8,681 | | | (4,482) | | | 76,852 | | | | | | | | | | | | | | Long-term debt | | 1,333,049 | | | — | | | — | | | — | | | 1,333,049 | | | Noncurrent operating lease liabilities | | — | | | 2,030 | | | — | | | — | | | 2,030 | | | Noncurrent finance lease liabilities | | — | | | 156,102 | | | — | | | (91,453) | | | 64,649 | | | Other long-term liabilities | | 340 | | | 12,187 | | | — | | | — | | | 12,527 | | | Deferred revenue | | — | | | 29,662 | | | — | | | — | | | 29,662 | | | Class B unit | | — | | | 56,549 | | | — | | | — | | | 56,549 | | | Equity - partners | | 450,118 | | | 1,785,024 | | | 70,437 | | | (1,862,562) | | | 443,017 | | | Equity - noncontrolling interests | | — | | | 77,095 | | | 70,437 | | | — | | | 147,532 | | | Total liabilities and equity | | $ | 1,794,768 | | | $ | 2,180,041 | | | $ | 149,555 | | | $ | (1,958,497) | | | $ | 2,165,867 | |
Condensed Consolidating Statement of Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, 2022 | | Parent | | Guarantor Restricted Subsidiaries | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | | | | (In thousands) | | Revenues: | | | | | | | | | | | | Affiliates | | $ | — | | | $ | 122,868 | | | $ | — | | | $ | — | | | $ | 122,868 | | | Third parties | | — | | | 26,134 | | | — | | | — | | | 26,134 | | | | — | | | 149,002 | | | — | | | — | | | 149,002 | | | Operating costs and expenses: | | | | | | | | | | | Operations (exclusive of depreciation and amortization) | | — | | | 59,493 | | | 977 | | | — | | | 60,470 | | | Depreciation and amortization | | — | | | 25,236 | | | — | | | — | | | 25,236 | | | General and administrative | | 703 | | | 3,048 | | | — | | | — | | | 3,751 | | | | | | | | | | | | | | | 703 | | | 87,777 | | | 977 | | | — | | | 89,457 | | | Operating income (loss) | | (703) | | | 61,225 | | | (977) | | | — | | | 59,545 | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | | Equity in earnings of subsidiaries | | 64,681 | | | 1,964 | | | — | | | (66,645) | | | — | | | Equity in earnings of equity method investments | | — | | | (17,117) | | | 783 | | | — | | | (16,334) | | | Interest expense | | (22,027) | | | (5,060) | | | — | | | 4,122 | | | (22,965) | | | Interest income | | — | | | 24,234 | | | 4,122 | | | (4,122) | | | 24,234 | | | | | | | | | | | | | | Gain on sale of assets and other | | — | | | 494 | | | — | | | — | | | 494 | | | | 42,654 | | | 4,515 | | | 4,905 | | | (66,645) | | | (14,571) | | | Income before income taxes | | 41,951 | | | 65,740 | | | 3,928 | | | (66,645) | | | 44,974 | | | State income tax (expense) | | — | | | (38) | | | — | | | — | | | (38) | | | Net income | | 41,951 | | | 65,702 | | | 3,928 | | | (66,645) | | | 44,936 | | Allocation of net income attributable to noncontrolling interests | | — | | | (1,021) | | | (1,964) | | | — | | | (2,985) | | | | | | | | | | | | | Net income attributable to the partners | | $ | 41,951 | | | $ | 64,681 | | | $ | 1,964 | | | $ | (66,645) | | | $ | 41,951 | | Condensed Consolidating Statement of Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, 2021 | | Parent | | Guarantor Restricted Subsidiaries | | Non-Guarantor Non-Restricted Subsidiaries | | Eliminations | | Consolidated | | | | (In thousands) | | Revenues: | | | | | | | | | | | | Affiliates | | $ | — | | | $ | 97,124 | | | $ | — | | | $ | — | | | $ | 97,124 | | | Third parties | | — | | | 25,460 | | | — | | | — | | | 25,460 | | | | — | | | 122,584 | | | — | | | — | | | 122,584 | | | Operating costs and expenses: | | | | | | | | | | | Operations (exclusive of depreciation and amortization) | | — | | | 42,276 | | | 517 | | | — | | | 42,793 | | | Depreciation and amortization | | — | | | 21,826 | | | — | | | — | | | 21,826 | | | General and administrative | | 739 | | | 3,110 | | | — | | | — | | | 3,849 | | | | | | | | | | | | | | | 739 | | | 67,212 | | | 517 | | | — | | | 68,468 | | | Operating income (loss) | | (739) | | | 55,372 | | | (517) | | | — | | | 54,116 | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | | Equity in earnings of subsidiaries | | 69,553 | | | 260 | | | — | | | (69,813) | | | — | | | Equity in earnings of equity method investments | | — | | | 2,743 | | | 946 | | | — | | | 3,689 | | | Interest expense | | (12,431) | | | (1,077) | | | — | | | 91 | | | (13,417) | | | Interest income | | — | | | 6,835 | | | 91 | | | (91) | | | 6,835 | | | | | | | | | | | | | | Gain on sales-type lease | | — | | | 7,223 | | | — | | | (7,223) | | | — | | | Gain on sale of assets and other | | — | | | 77 | | | — | | | — | | | 77 | | | | 57,122 | | | 16,061 | | | 1,037 | | | (77,036) | | | (2,816) | | | Income before income taxes | | 56,383 | | | 71,433 | | | 520 | | | (77,036) | | | 51,300 | | | State income tax benefit | | — | | | 4 | | | — | | | — | | | 4 | | | Net income | | 56,383 | | | 71,437 | | | 520 | | | (77,036) | | | 51,304 | | Allocation of net income attributable to noncontrolling interests | | — | | | (1,884) | | | (260) | | | — | | | (2,144) | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to the partners | | $ | 56,383 | | | $ | 69,553 | | | $ | 260 | | | $ | (77,036) | | | $ | 49,160 | | | | | | | | | | | | |
Condensed Consolidating Statement of Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 30, 2022 | | Parent | | Guarantor Restricted Subsidiaries | | Non-Guarantor Non-restricted Subsidiaries | | Eliminations | | Consolidated | | | | (In thousands) | | Revenues: | | | | | | | | | | | | Affiliates | | $ | — | | | $ | 325,659 | | | $ | — | | | $ | — | | | $ | 325,659 | | | Third parties | | — | | | 79,311 | | | — | | | — | | | 79,311 | | | | — | | | 404,970 | | | — | | | — | | | 404,970 | | | Operating costs and expenses: | | | | | | | | | | | Operations (exclusive of depreciation and amortization) | | — | | | 154,250 | | | 2,744 | | | — | | | 156,994 | | | Depreciation and amortization | | — | | | 74,397 | | | — | | | — | | | 74,397 | | | General and administrative | | 2,703 | | | 10,042 | | | — | | | — | | | 12,745 | | | | 2,703 | | | 238,689 | | | 2,744 | | | — | | | 244,136 | | | Operating income (loss) | | (2,703) | | | 166,281 | | | (2,744) | | | — | | | 160,834 | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | | Equity in earnings of subsidiaries | | 205,112 | | | 6,062 | | | — | | | (211,174) | | | — | | | Equity in earnings of equity method investments | | — | | | (9,756) | | | 2,495 | | | — | | | (7,261) | | | Interest expense | | (54,107) | | | (15,217) | | | — | | | 12,373 | | | (56,951) | | | Interest income | | — | | | 61,212 | | | 12,373 | | | (12,373) | | | 61,212 | | | | | | | | | | | | | | Gain on sale of assets and other | | — | | | 640 | | | — | | | — | | | 640 | | | | 151,005 | | | 42,941 | | | 14,868 | | | (211,174) | | | (2,360) | | | Income before income taxes | | 148,302 | | | 209,222 | | | 12,124 | | | (211,174) | | | 158,474 | | | State income tax (expense) | | — | | | (83) | | | — | | | — | | | (83) | | | Net income | | 148,302 | | | 209,139 | | | 12,124 | | | (211,174) | | | 158,391 | | Allocation of net income attributable to noncontrolling interests | | — | | | (4,027) | | | (6,062) | | | — | | | (10,089) | | | | | | | | | | | | | Net income attributable to the partners | | $ | 148,302 | | | $ | 205,112 | | | $ | 6,062 | | | $ | (211,174) | | | $ | 148,302 | | | | | | | | | | | | |
Condensed Consolidating Statement of Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 30, 2021 | | Parent | | Guarantor Restricted Subsidiaries | | Non-Guarantor Non-restricted Subsidiaries | | Eliminations | | Consolidated | | | | (In thousands) | | Revenues: | | | | | | | | | | | | Affiliates | | $ | — | | | $ | 298,192 | | | $ | — | | | $ | — | | | $ | 298,192 | | | Third parties | | — | | | 77,810 | | | — | | | — | | | 77,810 | | | | — | | | 376,002 | | | — | | | — | | | 376,002 | | | Operating costs and expenses: | | | | | | | | | | | Operations (exclusive of depreciation and amortization) | | — | | | 124,710 | | | 1,516 | | | — | | | 126,226 | | | Depreciation and amortization | | — | | | 71,894 | | | — | | | — | | | 71,894 | | | General and administrative | | 2,824 | | | 6,840 | | | — | | | — | | | 9,664 | | | Goodwill impairment | | — | | | 11,034 | | | — | | | — | | | 11,034 | | | | 2,824 | | | 214,478 | | | 1,516 | | | — | | | 218,818 | | | Operating income (loss) | | (2,824) | | | 161,524 | | | (1,516) | | | — | | | 157,184 | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | | Equity in earnings of subsidiaries | | 216,958 | | | 648 | | | — | | | (217,606) | | | — | | | Equity in earnings of equity method investments | | — | | | 6,154 | | | 2,721 | | | — | | | 8,875 | | | Interest expense | | (37,609) | | | (3,077) | | | — | | | 91 | | | (40,595) | | | Interest income | | — | | | 19,997 | | | 91 | | | (91) | | | 19,997 | | | Gain on sales-type lease | | — | | | 31,900 | | | — | | | (7,223) | | | 24,677 | | | Gain on sale of assets and other | | — | | | 5,994 | | | — | | | — | | | 5,994 | | | | 179,349 | | | 61,616 | | | 2,812 | | | (224,829) | | | 18,948 | | | Income before income taxes | | 176,525 | | | 223,140 | | | 1,296 | | | (224,829) | | | 176,132 | | | State income tax (expense) | | — | | | (60) | | | — | | | — | | | (60) | | | Net income | | 176,525 | | | 223,080 | | | 1,296 | | | (224,829) | | | 176,072 | | Allocation of net income attributable to noncontrolling interests | | — | | | (6,122) | | | (648) | | | — | | | (6,770) | | | | | | | | | | | | | Net income attributable to the partners | | 176,525 | | | 216,958 | | | 648 | | | (224,829) | | | 169,302 | |
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