Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 01, 2014 | Mar. 01, 2014 | Mar. 01, 2014 |
Common Units [Member] | Subordinated Units [Member] | General Partner Units [Member] | |||
Document Information [Line Items] | ' | ' | ' | ' | ' |
Document Type | '10-K | ' | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' | ' |
Trading Symbol | 'TEP | ' | ' | ' | ' |
Entity Registrant Name | 'TALLGRASS ENERGY PARTNERS, LP | ' | ' | ' | ' |
Entity Central Index Key | '0001569134 | ' | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 24,300,000 | 16,200,000 | 826,531 |
Entity Public Float | ' | $304.70 | ' | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Accounts receivable, net | $27,615 | $17,848 |
Accounts receivable from related parties | ' | 6,463 |
Gas imbalances | 2,598 | 1,282 |
Inventories | 5,148 | 2,204 |
Derivative assets at fair value | ' | 224 |
Prepayments and other current assets | 16,986 | 47 |
Total Current Assets | 52,347 | 28,068 |
Property, plant and equipment, net | 594,911 | 669,476 |
Goodwill | 304,474 | 301,852 |
Deferred financing costs | 4,512 | ' |
Deferred charges and other assets | 11,554 | 23,066 |
Total Assets | 967,798 | 1,035,814 |
Current Liabilities: | ' | ' |
Accounts payable | 54,621 | 35,496 |
Accounts payable to related parties | 7,134 | ' |
Notes payable to related parties | ' | 1,387 |
Gas imbalances | 3,142 | 1,250 |
Derivative liabilities at fair value | 184 | 23 |
Accrued taxes | 4,427 | 3,465 |
Current portion of long-term debt allocated from TD | ' | 4,000 |
Accrued other current liabilities | 14,777 | 26,233 |
Total Current Liabilities | 84,285 | 71,854 |
Long-term debt | 135,000 | 390,491 |
Other long-term liabilities and deferred credits | 4,572 | 1,635 |
Total Long-term Liabilities | 139,572 | 392,126 |
Commitments and Contingencies (Notes 9 and 15) | ' | ' |
Partners' Capital: | ' | ' |
General partner (826,531 units issued and outstanding at December 31, 2013) | 14,078 | ' |
Member's Capital | ' | 571,834 |
Total Partners' Capital | 743,941 | 571,834 |
Total Liabilities and Partners' Capital | 967,798 | 1,035,814 |
TD [Member] | ' | ' |
Current Assets: | ' | ' |
Deferred financing costs | ' | 13,352 |
Current Liabilities: | ' | ' |
Current portion of long-term debt allocated from TD | ' | 4,000 |
Long-term debt | ' | 390,491 |
Common unitholders [Member] | ' | ' |
Partners' Capital: | ' | ' |
Partner's capital | 455,197 | ' |
Subordinated unitholder [Member] | ' | ' |
Partners' Capital: | ' | ' |
Partner's capital | $274,666 | ' |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2013 |
General partner units issued | 826,531 |
General partner units outstanding | 826,531 |
Common unitholders [Member] | ' |
Partner's capital units issued | 24,300,000 |
Partner's capital units outstanding | 24,300,000 |
Subordinated unitholder [Member] | ' |
Partner's capital units issued | 16,200,000 |
Partner's capital units outstanding | 16,200,000 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (USD $) | 2 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 |
TD [Member] | TD [Member] | Beginning of the period to May 16, 2013 [Member] | May 17, 2013 to December 31, 2013 [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | |||
Revenues: | ' | ' | ' | ' | ' | ' | ' | ' |
Natural gas liquids sales | $18,554 | $146,313 | ' | ' | ' | ' | $106,355 | $151,627 |
Natural gas sales | 1,910 | 7,969 | ' | ' | ' | ' | 15,634 | 28,339 |
Transportation services | 13,102 | 98,625 | ' | ' | ' | ' | 93,214 | 123,018 |
Processing and other revenues | 1,722 | 14,801 | ' | ' | ' | ' | 5,089 | 4,059 |
Total Revenues | 35,288 | 267,708 | ' | ' | ' | ' | 220,292 | 307,043 |
Operating Costs and Expenses: | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of sales and transportation services (exclusive of depreciation and amortization shown below) | 18,298 | 137,285 | ' | ' | ' | ' | 101,452 | 150,120 |
Operations and maintenance | 3,353 | 31,945 | ' | ' | ' | ' | 29,901 | 33,294 |
Depreciation and amortization | 4,086 | 29,549 | ' | ' | ' | ' | 20,647 | 22,726 |
General and administrative | 7,133 | 21,894 | ' | ' | ' | ' | 11,318 | 16,044 |
Taxes, other than income taxes | 1,107 | 6,325 | ' | ' | ' | ' | 6,861 | 9,360 |
Total Operating Costs and Expenses | 33,977 | 226,998 | ' | ' | ' | ' | 170,179 | 231,544 |
Operating Income | 1,311 | 40,710 | ' | ' | ' | ' | 50,113 | 75,499 |
Other Income (Expense): | ' | ' | ' | ' | ' | ' | ' | ' |
Interest (expense) income, net | 235 | -2,113 | -3,436 | -9,028 | ' | ' | 1,661 | 2,101 |
Loss on extinguishment of debt | ' | -17,526 | ' | ' | ' | ' | ' | ' |
Other income, net | 482 | 2,136 | ' | ' | ' | ' | 1 | 203 |
Total Other (Expense) Income | -2,719 | -26,531 | ' | ' | ' | ' | 1,662 | 2,304 |
Income (Loss) Before Income Taxes | -1,408 | 14,179 | ' | ' | ' | ' | 51,775 | 77,803 |
Texas Margin Taxes | ' | ' | ' | ' | ' | ' | 279 | 296 |
Net Income (Loss) | -1,408 | 14,179 | ' | ' | 6,982 | 7,197 | 51,496 | 77,507 |
Allocation of income for the year ended December 31, 2013: | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income | -1,408 | 14,179 | ' | ' | 6,982 | 7,197 | 51,496 | 77,507 |
General partner interest in net income for the period from May 17, 2013 to December 31, 2013 | ' | 7,188 | ' | ' | ' | 206 | ' | ' |
Common and subordinated unitholders' interest in net income for the period from May 17, 2013 to December 31, 2013 | ' | $6,991 | ' | ' | ' | $6,991 | ' | ' |
Basic net income per common and subordinated unit | ' | $0.17 | ' | ' | ' | ' | ' | ' |
Diluted net income per common and subordinated unit | ' | $0.17 | ' | ' | ' | ' | ' | ' |
Basic average number of common and subordinated units outstanding | ' | 40,450 | ' | ' | ' | ' | ' | ' |
Diluted average number of common and subordinated units outstanding | ' | 41,458 | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 |
TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | |||
Net Income (Loss) | ($1,408) | $14,179 | $51,496 | $77,507 |
Other Comprehensive Income: | ' | ' | ' | ' |
Reclassification of change in fair value of derivatives to net income | ' | ' | -4,187 | -3,410 |
Change in fair value of derivatives utilized for hedging purposes | ' | ' | 1,024 | 6,146 |
Total Other Comprehensive (Loss) Income | ' | ' | -3,163 | 2,736 |
Comprehensive Income (Loss) | ($1,408) | $14,179 | $48,333 | $80,243 |
CONSOLIDATED_STATEMENTS_OF_PAR
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (USD $) | Total | TD [Member] | TEP Pre-Predecessor Member's Capital [Member] | TEP Pre-Predecessor Member's Capital [Member] | TEP Predecessor Member's Capital [Member] | TEP Predecessor Member's Capital [Member] | Accumulated Other Comprehensive Income [Member] | Beginning of the period to May 16, 2013 [Member] | Beginning of the period to May 16, 2013 [Member] | May 17, 2013 to December 31, 2013 [Member] | Limited Partners [Member] | Limited Partners [Member] | Limited Partners [Member] | Limited Partners [Member] | General Partner [Member] | General Partner [Member] |
In Thousands, except Share data | TD [Member] | TD [Member] | TEP Predecessor Member's Capital [Member] | Common unitholders [Member] | Subordinated unitholder [Member] | May 17, 2013 to December 31, 2013 [Member] | May 17, 2013 to December 31, 2013 [Member] | May 17, 2013 to December 31, 2013 [Member] | ||||||||
Common unitholders [Member] | Subordinated unitholder [Member] | |||||||||||||||
Balance at beginning of period at Dec. 31, 2010 | $737,110 | ' | $736,755 | ' | ' | ' | $355 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) | 77,507 | ' | 77,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total change in fair value of derivatives, including a reclassification to earnings | 2,736 | ' | ' | ' | ' | ' | 2,736 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions | ' | -80,545 | ' | -80,545 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2011 | 736,808 | ' | 733,717 | ' | ' | ' | 3,091 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TEP Predecessor's acquisition of TIGT and TMID | 51,496 | ' | 51,496 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total change in fair value of derivatives, including a reclassification to earnings | -3,163 | ' | ' | ' | ' | ' | -3,163 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions | ' | -57,661 | ' | -57,661 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Nov. 12, 2012 | 727,480 | ' | 727,552 | ' | ' | ' | -72 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TEP Predecessor's acquisition of TIGT and TMID | 573,242 | ' | ' | ' | 573,242 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) | -1,408 | ' | ' | ' | -1,408 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2012 | 571,834 | ' | ' | ' | 571,834 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contribution of net assets of TIGT and TMID | ' | ' | ' | ' | -460,278 | ' | ' | ' | ' | ' | 167,051 | 278,992 | ' | ' | 14,235 | ' |
Contribution of net assets of TIGT and TMID, Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,700,000 | 16,200,000 | ' | ' | 827,000 | ' |
Issuance of units to public (including underwriter over-allotment), net of offering and other costs | 290,483 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 290,483 | ' | ' | ' | ' | ' |
Net Income (Loss) | 14,179 | ' | ' | ' | ' | ' | ' | 6,982 | 6,982 | 7,197 | ' | ' | 4,194 | 2,797 | ' | 206 |
Issuance of units to public (including underwriter over-allotment), net of offering and other costs, units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,600,000 | ' | ' | ' | ' | ' |
Distributions | -18,171 | -118,538 | ' | ' | ' | -118,538 | ' | ' | ' | ' | -10,685 | -7,123 | ' | ' | -363 | ' |
Noncash compensation expense | 4,154 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,154 | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2013 | 743,941 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 455,197 | 274,666 | ' | ' | 14,078 | ' |
Ending Balance, units at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,300,000 | 16,200,000 | ' | ' | 827,000 | ' |
Balance at beginning of period at Sep. 30, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) | 13,829 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions | -13,082 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -262 | ' |
Ending Balance at Dec. 31, 2013 | $743,941 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $14,078 | ' |
Ending Balance, units at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 827,000 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 |
TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | |||
Cash Flows from Operating Activities: | ' | ' | ' | ' |
Net Income (Loss) | ($1,408) | $14,179 | $51,496 | $77,507 |
Adjustments to reconcile net income to net cash flows from operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 4,481 | 31,295 | 20,647 | 22,726 |
Loss on extinguishment of debt | ' | 17,526 | ' | ' |
Noncash compensation expense | ' | 1,798 | ' | ' |
Changes in components of working capital: | ' | ' | ' | ' |
Accounts receivable and other | 3,271 | 5,436 | -3,749 | 3,879 |
Gas imbalances | -465 | 1,124 | 4,551 | -4,212 |
Inventories | -145 | -2,695 | -98 | -205 |
Accounts payable and accrued liabilities | 4,226 | 15,907 | 6,286 | -4,361 |
Other, net | 745 | -904 | 2,202 | -4,829 |
Net Cash Provided by Operating Activities | 10,705 | 83,666 | 81,335 | 90,505 |
Cash Flows from Investing Activities: | ' | ' | ' | ' |
Capital expenditures | -12,631 | -50,642 | -19,540 | -22,788 |
Investment in equity method affiliate | ' | -1,255 | ' | ' |
Net cash paid for purchase and sale of gas in underground storage | ' | ' | -2,249 | 14,669 |
Disposal of property, plant and equipment (net of removal costs) | -56 | 82,667 | 97 | -1,841 |
Net Cash Provided by (Used in) Investing Activities | -12,687 | 30,770 | -21,692 | -9,960 |
Cash Flows from Financing Activities: | ' | ' | ' | ' |
Repayment of debt assumed from TD | ' | -400,000 | ' | ' |
Borrowings under revolving credit facility | ' | 135,000 | ' | ' |
Payments for deferred financing costs | ' | -5,162 | ' | ' |
Proceeds from initial public offering, net of offering costs | ' | 290,483 | ' | ' |
Distributions to Member, net | ' | -118,538 | -57,661 | -80,545 |
Distributions to unitholders | ' | -18,171 | ' | ' |
Reimbursement of stock compensation expense from TD | ' | 1,952 | ' | ' |
Net Cash Used in Financing Activities | ' | -114,436 | -57,661 | -80,545 |
Net Change in Cash and Cash Equivalents | -1,982 | ' | 1,982 | ' |
Cash and Cash Equivalents, beginning of period | 1,982 | ' | ' | ' |
Cash and Cash Equivalents, end of period | ' | ' | 1,982 | ' |
Supplemental Disclosures: | ' | ' | ' | ' |
Cash payments for interest | ' | 3,450 | ' | ' |
Schedule of Noncash Investing and Financing Activities: | ' | ' | ' | ' |
Fair value of TIGT and TMID assets contributed by TD | ' | 1,027,127 | ' | ' |
Fair value of TIGT and TMID liabilities contributed by TD | ' | -566,849 | ' | ' |
Fair value of TIGT and TMID assets acquired by TEP Predecessor | 1,028,071 | ' | ' | ' |
Fair value of TIGT and TMID liabilities acquired by TEP Predecessor | -454,829 | ' | ' | ' |
Increase in accrual for reimbursable construction in progress projects | ' | 14,470 | ' | ' |
Increase in accrual for payment of property, plant and equipment | 5,325 | ' | 1,939 | ' |
Receivable for unreimbursed stock compensation from TD | ' | $404 | ' | ' |
Description_of_Business
Description of Business | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Description of Business | ' | |||
1. Description of Business | ||||
Tallgrass Energy Partners, LP (“TEP”) is a Delaware limited partnership formed in February 2013. On May 17, 2013, TEP closed its initial public offering (“IPO”) of 14,600,000 common units at a price of $21.50 per unit, which included 1,550,000 of a possible 1,957,500 common units from the partial exercise of the over-allotment option by the underwriters. Proceeds to TEP from the sale of the common units were approximately $295.9 million, net of the underwriters’ discount. In addition, TEP recognized $5.4 million of other costs associated with the IPO, including legal, accounting, printing and consulting fees, resulting in total net proceeds of $290.5 million. | ||||
In connection with the IPO, Tallgrass Development, LP (“TD”) contributed 100% of the membership interests in TIGT and TMID (each defined below) to TEP in exchange for (i) 9,700,000 common units, inclusive of the remaining 407,500 overallotment units not issued to the underwriters, and 16,200,000 subordinated units, (ii) TEP’s assumption of $400 million of indebtedness related to TD’s acquisition of TIGT and TMID and (iii) $85.5 million in cash as reimbursement for a portion of the capital expenditures made by TD to purchase the contributed assets. In addition, a payment of approximately $31.2 million, equal to the net proceeds from the issuance of the overallotment units to the underwriters, was distributed by TEP to TD. At the closing of the IPO, TEP used the total proceeds, net of the underwriters’ discount, of approximately $295.9 million to repay approximately $295.9 million of the debt assumed from TD. | ||||
The 14,600,000 common units held by the public constitute approximately 36% of TEP’s outstanding common and subordinated units and approximately 35% of TEP’s outstanding common, subordinated and general partner units. TD’s 9,700,000 common units and 16,200,000 subordinated units comprise approximately 64% of TEP’s outstanding common and subordinated units and approximately 63% of TEP’s outstanding common, subordinated and general partner units. In addition, as part of the contribution transaction, 826,531 general partner units, representing a 2% general partner interest in TEP, and all of our IDRs were issued to Tallgrass MLP GP, LLC (the “GP”). In connection with the IPO, TEP entered into a revised partnership agreement on May 17, 2013. The revised partnership agreement requires TEP to distribute its available cash on a quarterly basis, subject to certain terms and conditions, beginning with the quarter ending June 30, 2013. For additional information, see Note 10 – Partnership Equity and Distributions. | ||||
The term “Predecessor Entities” refers to both Tallgrass Energy Partners Predecessor (“TEP Predecessor”) and Tallgrass Energy Partners Pre-Predecessor (“TEP Pre-Predecessor”), which are comprised of the businesses described below that were owned by Kinder Morgan Energy Partners, LP (“TEP Pre-Predecessor Parent”) prior to November 13, 2012. On November 13, 2012, TEP Pre-Predecessor Parent sold those assets, among others, to TD. The Predecessor Entities are referred to as TEP Predecessor for the period in which they were owned by TD, from November 13, 2012 through the completion of the IPO on May 17, 2013, and as TEP Pre-Predecessor for periods in which they were owned by TEP Pre-Predecessor Parent, prior to November 13, 2012. | ||||
The businesses included in the Predecessor Entities consist of: | ||||
• | Tallgrass Interstate Gas Transmission, LLC (“TIGT”), an interstate gas pipeline and storage system that is regulated by the Federal Energy Regulatory Commission (“FERC”). TIGT currently has approximately 4,645 miles of varying diameter natural gas transmission lines in Colorado, Kansas, Missouri, Nebraska and Wyoming. In 2013, TIGT sold approximately 430 miles of natural gas pipeline, along with the associated rights of way and certain other equipment, to a subsidiary of TD. For more information, see Note 6 – Property, Plant and Equipment and Note 14 – Regulatory Matters. | |||
• | Tallgrass Midstream, LLC (“TMID”) is a Delaware limited liability company that owns and operates one treating and two processing plants in Wyoming. | |||
Prior to the sale of these assets to TD on November 13, 2012, TIGT was named Kinder Morgan Interstate Gas Transmission LLC and TMID was named KM Upstream LLC. | ||||
For additional information regarding the acquisition of TIGT and TMID, see Note 3 – Business Combinations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
2. Summary of Significant Accounting Policies | |||||
Basis of Presentation | |||||
The accompanying financial statements and related notes were prepared in accordance with the accounting principles contained in the Financial Accounting Standards Board’s Accounting Standards Codification, the single source of generally accepted accounting principles in the United States of America (“GAAP”). In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Certain prior period amounts have been reclassified to conform to the current presentation. | |||||
The accompanying combined financial statements for TEP Predecessor as of December 31, 2012 and for the period from November 13, 2012 to December 31, 2012, and for TEP Pre-Predecessor for the period from January 1, 2012 to November 12, 2012, are presented on a “held in use” basis. The accompanying consolidated financial statements of TEP include historical cost-basis accounts of the assets of TEP Predecessor, contributed to us by TD in connection with the IPO for the periods prior to May 17, 2013, the closing date of TEP’s IPO, and include charges from TD for direct costs and allocations of indirect corporate overhead. Management believes that the allocation methods are reasonable, and that the allocations are representative of costs that would have been incurred on a stand-alone basis. Both TEP and TEP Predecessor are considered “entities under common control” as defined under GAAP and, as such, the transfer between the entities of the assets and liabilities has been recorded by TEP at historical cost. TEP, or the Partnership, as used herein refers to the consolidated financial results and operations for TEP Predecessor from its inception through its contribution to TEP and thereafter. | |||||
The combined financial statements of the Predecessor Entities include legal entities, as detailed above, that are indirect wholly-owned subsidiaries of the Predecessor Entities. As the combined financial statements reflect TEP Predecessor and TEP Pre-Predecessor as single entities, significant intra-entity items have been eliminated in the presentation. Net equity distributions of the Predecessor Entities included in the Consolidated Statements of Partners’ Capital and Combined Statement of Cash Flows represent transfers of cash as a result of TD and TEP Pre-Predecessor Parent’s centralized cash management systems prior to May 17, 2013, under which cash balances were swept daily and recorded as loans from the subsidiaries to TD. These loans were then periodically recorded as equity distributions. | |||||
TEP’s financial results as presented on the consolidated statements of income (loss), comprehensive income and cash flows have been separated from TEP Pre-Predecessor’s combined financial results by a bold vertical black line. | |||||
Use of Estimates | |||||
Certain amounts included in or affecting these consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on TEP or the Predecessor Entities’ business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. | |||||
Cash and Cash Equivalents | |||||
TEP and the TEP Pre-Predecessor consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||||
Prior to November 12, 2012, the TEP Pre-Predecessor Parent employed a centralized cash management system that was utilized for its wholly-owned subsidiaries. Subsequent to November 13, 2012, TIGT and TMID entered into similar cash management agreements with TD. In accordance with the cash management agreements, the subsidiary companies make loans on each business day equal to the amount swept from their depository bank accounts. At the beginning of the following month, the total of these loans for each company, less reimbursement payments under the agency agreements described below in Note 4 – Related Party Transactions, is transferred to an interest bearing account and are subsequently, periodically recorded as equity distributions. This practice was discontinued effective May 17, 2013, when TIGT and TMID were contributed to TEP. Subsequent to May 17, 2013, all payable and receivable balances between TEP and TD are cash settled. | |||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||
Accounts receivable are carried at their estimated collectible amounts. TEP and TEP Pre-Predecessor make periodic reviews and evaluations of the appropriateness of the allowance for doubtful accounts based on a historical analysis of uncollected amounts, and adjustments are recorded as necessary for changed circumstances and customer-specific information. When specific receivables are determined to be uncollectible, the reserve and receivable are relieved. Our allowance for doubtful accounts totaled $0.8 million at December 31, 2013 and 2012. | |||||
Inventories | |||||
Inventories primarily consist of natural gas liquids, materials and supplies, and gas in underground storage. Natural gas liquids and gas in underground storage are recorded at the lower of historical cost or market. Materials and supplies are valued at weighted average cost and periodically reviewed for physical deterioration and obsolescence. For additional information, see “Gas in Underground Storage” below. | |||||
Accounting for Regulatory Activities | |||||
Regulated activities are accounted for in accordance with the “Regulated Operations” Topic of the Codification. This Topic prescribes the circumstances in which the application of GAAP is affected by the economic effects of regulation. Regulatory assets and liabilities represent probable future revenues or expenses to TEP and TEP Pre-Predecessor associated with certain charges and credits that will be recovered from or refunded to customers through the ratemaking process. TEP had recorded regulatory assets of approximately $0.3 million included in “Deferred charges and other assets” in the Consolidated Balance Sheets at December 31, 2013 and 2012, respectively. Regulatory assets at December 31, 2013 were primarily attributable to costs associated with the Predecessor Entities’ participation in the TEP Pre-Predecessor entity’s postemployment benefit plans. Regulatory assets at December 31, 2012 were primarily attributable to unamortized FERC annual charge adjustments and costs associated with the Predecessor entities’ participation in the TEP Pre-Predecessor Entity’s postemployment benefit plans. | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment for TEP was adjusted to fair value on November 13, 2012, the date the acquisition of TIGT and TMID by TEP was completed. For additional information see Note 3 – Business Combinations. | |||||
Expenditures that increase capacities, improve efficiencies or extend useful lives are capitalized and depreciated over the remaining useful life of the asset or major asset component. We also capitalize certain costs directly related to the construction of assets, including internal labor costs, interest and engineering costs. | |||||
Routine maintenance, repairs and renewal costs are expensed as incurred. The cost of normal retirements of the regulated depreciable utility property, plant and equipment, plus the cost of removal less salvage value and any gain or loss recognized, is recorded in accumulated depreciation with no effect on current period earnings. Gains or losses are recognized upon retirement of non-regulated or regulated property, plant and equipment constituting an operating unit or system, and land, when sold or abandoned and costs of removal or salvage are expensed when incurred. | |||||
Impairment of Long-Lived Assets | |||||
TEP and TEP Pre-Predecessor review their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss results when the estimated undiscounted future net cash flows expected to result from the asset’s use and its eventual disposition are less than its carrying amount. Any such impairment losses at TIGT would be recorded as a regulatory asset until regulatory review regarding recoverability through the rate-making process is complete, at which time TIGT will recognize the loss if it is determined to be unrecoverable or retain as a regulatory asset and recover through their rates. | |||||
TEP and TEP Pre-Predecessor assess their long-lived assets for impairment in accordance with the relevant Codification guidance. A long-lived asset is tested for impairment whenever events or changes in circumstances indicate its carrying amount may exceed its fair value. | |||||
Examples of long-lived asset impairment indicators include: | |||||
• | a significant decrease in the market value of a long-lived asset or group; | ||||
• | a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; | ||||
• | a significant adverse change in legal factors or in the business climate could affect the value of long-lived asset or asset group, including an adverse action or assessment by a regulator which would exclude allowable costs from the rate-making process; | ||||
• | an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the long-lived asset or asset group; | ||||
• | a current period operating cash flow loss combined with a history of operating cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; and | ||||
• | a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. | ||||
When an impairment indicator is present, TEP and TEP Pre-Predecessors first assess the recoverability of the long-lived assets by comparing the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset to the carrying amount of the asset. If the carrying amount is higher than the undiscounted future cash flows, the fair value of the assets is assessed using a discounted cash flow analysis and used to determine the amount of impairment, if any, to be recognized. | |||||
Gas in Underground Storage | |||||
Gas in underground storage represents the cost of base gas and cushion gas, which refers to the volumes necessary to maintain pressure and deliverability requirements in TEP and TEP Pre-Predecessors’ storage facilities. TEP and TEP Pre-Predecessor record base gas and cushion gas as a component of property, plant and equipment. | |||||
TEP maintains working gas in its underground storage facilities on behalf of certain third parties. TEP receives a fee for its storage services but does not reflect the value of third party gas in the accompanying consolidated financial statements. TEP occasionally acquires volumes of working gas for its own account. These volumes of working gas are recorded as natural gas inventory at the lower of cost of market. Prior to November 12, 2012, TEP Pre-Predecessor recorded these volumes of working gas at historical cost as a component of property, plant and equipment. | |||||
Depreciation and Amortization | |||||
TEP Pre-Predecessor computed depreciation using a composite method employed by applying a single depreciation rate to a group of assets with similar economic characteristics. This composite method of depreciation approximates a straight-line method of depreciation. TEP has elected to continue to use the composite depreciation method for its regulated assets at TIGT. The annualized rate of depreciation at TIGT ranges from 2.50% to 12.00% for the various classes of depreciable, regulated assets. For non-regulated assets at TMID, TEP has elected to use the straight-line method of depreciation. The useful lives for the various classes of depreciable assets at TMID are as follows: | |||||
Range of | |||||
Useful Lives | |||||
(in years) | |||||
Processing & Treating | 30 | ||||
Vehicles | 10 | ||||
General & Other | 3 -13 1/3 | ||||
Gas Imbalances | |||||
Gas imbalances receivable and payable represent the difference between customer nominations and actual gas receipts from and gas deliveries to interconnecting pipelines under various operational balancing and imbalance agreements. Gas imbalances are either made up in-kind or settled in cash, subject to the terms and valuations of the various agreements. Imbalances are valued at the Average Monthly Index Price (“AMIP”) of the Colorado Interstate Gas Index (“CIG”) and Panhandle Eastern Pipeline (“PEPL”). | |||||
Deferred Financing Costs | |||||
Costs incurred in connection with the issuance of long-term debt are deferred and amortized over the related financing period using the effective interest method. | |||||
Deferred financing costs were allocated from TD to TEP on November 13, 2012 as discussed in Note 3 – Business Combinations. Deferred financing costs allocated from TD were amortized over the related financing period using the effective interest method and subsequently written off as a loss on extinguishment of debt upon repayment of the long-term debt allocated from TD on May 17, 2013. See Note 8 – Long-term Debt for additional information. | |||||
Goodwill | |||||
As discussed in Note 3 – Business Combinations, we recorded $301.9 million of goodwill in connection with the acquisition of TIGT and TMID in 2012 and have adjusted the provisional amounts during 2013 for certain immaterial items related to regulatory assets and accrued liabilities assumed in the acquisition. Of the $304.5 million of goodwill at December 31, 2013, $225.3 million was assigned to the Gas Transportation and Storage segment and $79.2 million was assigned to the Processing segment. For more information regarding our segments, see Note 16 – Reporting Segments. | |||||
TEP evaluates goodwill for impairment on an annual basis during the third quarter and whenever events or changes in circumstances necessitate an evaluation for impairment. Examples of such facts and circumstances include the excess of fair value over carrying amount in the last valuation or changes in business environment. TEP evaluates goodwill impairment by reporting unit level, which is an operating segment as defined in the segment reporting guidance of the Codification, using either the qualitative assessment option or the two-step test approach depending on facts and circumstances of the reporting unit. Our reporting units are the same as our reporting segments. If TEP, after performing the qualitative assessment, determines it is “more likely than not” that the fair value of a reporting unit is greater than its carrying amount, the two-step impairment test is unnecessary. When goodwill is evaluated for impairment using the two-step test, the carrying amount of the reporting unit is compared to its fair value in Step 1 and if the fair value exceeds the carrying amount, Step 2 is unnecessary. If the carrying amount exceeds the reporting unit’s fair value, this could indicate potential impairment and Step 2 of the goodwill evaluation process is required to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. When Step 2 is necessary, the fair value of individual assets and liabilities is determined using valuations, or other observable sources of fair value, as appropriate. If the carrying amount of goodwill exceeds its implied fair value, the excess is recognized as an impairment loss. | |||||
TEP did not elect to apply the qualitative assessment option during our 2013 annual goodwill impairment testing, instead we proceeded directly to the two-step quantitative test. In Step 1 of the two-step quantitative test, we compared the fair value of each reporting unit with its respective book value, including goodwill, by using an income approach based on a discounted cash flow analysis. For the purposes of goodwill impairment testing, goodwill was allocated to our reporting units based on the enterprise value of each reporting unit at the date of acquisition. The fair value of each reporting unit was determined on a stand-alone basis from the perspective of a market participant and included a sensitivity analysis of the impact of changes in various assumptions. This approach required us to make long-term forecasts of future operating results and various other assumptions and estimates, the most significant of which are gross margin, operating expenses, general and administrative expenses, long-term growth rates and the weighted average cost of capital. The fair value of the reporting units was determined using significant unobservable inputs, considered Level 3 under the fair value hierarchy in the Codification. For each reporting unit, the results of the Step 1 impairment analysis indicated no potential impairment as the fair value of the reporting units was substantially greater than their respective book values. As a result, in accordance with the Codification guidance, Step 2 of the impairment analysis was not necessary as part of the annual impairment analysis in 2013. Unpredictable events or deteriorating market or operating conditions could result in a future change to the discounted cash flow models and cause impairments in the future. We continue to monitor potential impairment indicators to determine if a triggering event occurs and will perform additional goodwill impairment analyses as necessary. | |||||
Investment in Unconsolidated Affiliates | |||||
We use the equity method to account for investments in greater than 20% owned affiliates that are not variable interest entities and where we do not have the ability to exercise control, and for investments in less than 20% owned affiliates where we have the ability to exercise significant influence. | |||||
We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. We assess the fair value of our investments in unconsolidated affiliates using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. The difference between the carrying amount of the unconsolidated affiliates and their estimated fair value is recognized as an impairment loss when the loss in value is deemed to be other-than-temporary. | |||||
TEP’s investment in Grasslands Water Services, Inc. (“GWSI”), which owns a water transportation pipeline, is recorded under the equity method of accounting as TEP has the ability to exercise significant influence, but not control, over this investment. The investment is reported within the line item “Deferred charges and other assets” on the consolidated balance sheet. As of December 31, 2013, the carrying amount of TEP’s investment in GWSI of $1.3 million consisted of cash contributions made during the year ended December 31, 2013. There was no equity in earnings recognized for the year ended December 31, 2013. | |||||
Revenue Recognition | |||||
TEP and TEP Pre-Predecessor recognize revenues as services are rendered or goods are sold to a purchaser at a fixed and determinable price, delivery has occurred, title has transferred and collectability is reasonably assured. TEP and TEP Pre-Predecessor provide various types of natural gas storage and transportation services to their customers in which the natural gas remains the property of these customers at all times. | |||||
Natural gas liquids sales occur in the Processing segment and consist of the sale of outputs from our processing plants and the marketing of natural gas liquids that are purchased from our suppliers. | |||||
Natural gas sales occur in both the Gas Transportation and Storage segment and in the Processing segment. In the Gas Transportation and Storage segment, transportation services revenue is recognized when a portion of the natural gas transported by customers is collected as a contractual fee to compensate TEP and TEP Pre-Predecessor for fuel consumed by pipeline and storage operations. We take title and record revenue at market prices when the volumes included in the contractual fee are delivered from the customer and injected into our storage facility. When the excess volumes are eventually sold we record natural gas sales revenue at the contractual sales price and cost of sales and transportation services at average cost. In addition, when operational conditions allow, TEP and TEP Pre-Predecessor occasionally sell “cushion gas,” which refers to the minimum volume of natural gas required in order to operate the storage facility. In the Processing segment, we purchase natural gas primarily for use in our operations and for meeting contractual requirements to deliver natural gas to certain customers. In addition, some of our contractual arrangements allow us to keep a portion of the processed natural gas as compensation for processing services. We generate revenue by selling the volumes of natural gas received or purchased that exceed our business needs. | |||||
Transportation services occur in the Gas Transportation and Storage segment. In many cases (generally described as “firm service”), the customer pays a two-part rate that includes (i) a fee reserving the right to transport or store natural gas in TEP and TEP Pre-Predecessors’ facilities and (ii) a per-unit rate for volumes actually transported or injected into/withdrawn from storage. The fee-based component of the overall rate is recognized as revenue in the period the service is provided. The per-unit charge is recognized as revenue when the volumes are delivered to the customers’ agreed upon delivery point, or when the volumes are injected into/withdrawn from TEP and TEP Pre-Predecessors’ storage facilities. In other cases (generally described as “interruptible service”), there is no fee associated with the services because the customer accepts the possibility that service may be interrupted at TEP and TEP Pre-Predecessors’ discretion in order to serve customers who have purchased firm service. In the case of interruptible service, revenue is recognized in the same manner utilized for the per-unit rate for volumes actually transported under firm service agreements. In addition to “firm” and “interruptible” transportation services, TEP and TEP Pre-Predecessor also provide natural gas park and loan services to assist customers in managing short-term gas surpluses or deficits. Revenues are recognized as services are provided, based on the terms negotiated under these contracts. | |||||
Processing and other revenues primarily represent processing fees earned in the Processing segment. | |||||
Commitments and Contingencies | |||||
We recognize liabilities for other commitments and contingencies when, after fully analyzing the available information, we determine it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount, or if no amount is more likely than another, we accrue the minimum of the range of probable loss. | |||||
Environmental Costs | |||||
TEP and TEP Pre-Predecessor expense or capitalize, as appropriate, environmental expenditures that relate to current operations. TEP and TEP Pre-Predecessors’ expense amounts that relate to an existing condition caused by past operations that do not contribute to current or future revenue generation. TEP and TEP Pre-Predecessor do not discount environmental liabilities to a net present value, and record environmental liabilities when environmental assessments and/or remedial efforts are probable and costs can be reasonably estimated. Recording of these accruals coincides with the completion of a feasibility study or a commitment to a formal plan of action. Estimates of environmental liabilities are based on currently available facts and presently enacted laws and regulations taking into consideration the likely effects of other factors including our prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual cost or new information. | |||||
Fair Value | |||||
Fair value, as defined in the Codification, is 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, or exit price. TEP and TEP Pre-Predecessor apply the fair value measurement guidance to financial assets and liabilities in determining the fair value of derivative assets and liabilities, and to nonfinancial assets and liabilities upon the acquisition of a business or in conjunction with the measurement of an impairment loss on an asset group or goodwill under the accounting guidance for the impairment of long-lived assets or goodwill. | |||||
The fair value measurement accounting guidance requires that TEP and TEP Pre-Predecessor make assumptions that market participants would use in pricing an asset or liability based on the best information available. These factors include nonperformance risk (the risk that the obligation will not be fulfilled) and credit risk of the reporting entity (for liabilities) and of the counterparty (for assets). The fair value measurement guidance prohibits the inclusion of transaction costs and any adjustments for blockage factors in determining the instruments’ fair value. The principal or most advantageous market should be considered from the perspective of the reporting entity. | |||||
Fair value, where available, is based on observable market prices. Where observable market prices or inputs are not available, different valuation models and techniques are applied. These models and techniques attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. The process involves varying levels of management judgment, the degree of which is dependent on the price transparency of the instruments or market and the instruments’ complexity. | |||||
To increase consistency and enhance disclosure of fair value, the Codification creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. An asset or liability’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: | |||||
• | Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; | ||||
• | Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and | ||||
• | Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). | ||||
Any transfers between levels within the fair value hierarchy are recognized at the end of the reporting period. | |||||
For information regarding financial instruments measured at fair value on a recurring basis, see Note 7 – Risk Management. For information regarding the fair value of financial instruments not measured at fair value in the Consolidated Balance Sheets, see Note 8 – Long-term Debt. | |||||
Risk Management Activities | |||||
TEP and TEP Pre-Predecessor utilize energy derivatives for the purpose of mitigating its risk resulting from fluctuations in the market price of natural gas and associated transportation. TEP and TEP Pre-Predecessor record derivative contracts at their estimated fair values as of each reporting date. TEP Pre-Predecessor designated certain derivative instruments as qualifying hedges. TEP has elected not to apply hedge accounting for these derivative instruments. For more information on TEP and TEP Pre-Predecessors’ risk management activities, see Note 7 – Risk Management. | |||||
Equity-Based Compensation | |||||
Equity-based compensation grants are measured at their grant date fair value and related compensation cost is recognized over the vesting period of the grant. Compensation cost for awards with graded vesting provisions is recognized on a straight-line basis over the requisite service period of each separately vesting portion of the award. As discussed in Note 13 – Equity-Based Compensation, a portion of the expense recognized relating to equity-based compensation grants is charged to TD. | |||||
Income Taxes | |||||
TEP and TEP Pre-Predecessor are comprised of limited liability companies that have elected to be treated as partnerships for income tax purposes. Accordingly, no provision for federal or state income taxes has been recorded in the financial statements of TEP and TEP Pre-Predecessor and the tax effects of TEP and TEP Pre-Predecessors’ activities accrue to their parents. TEP Pre-Predecessor historically incurred Texas Margin Taxes because it was a part of an affiliated group that generated sales in the State of Texas. Subsequent to the acquisition of TEP Pre-Predecessor by Tallgrass in November 2012, TEP is no longer a part of an affiliated group with sales in Texas and therefore will no longer be subject to Texas Margin Taxes or any other income-based taxes based on currently enacted tax legislation. | |||||
New Accounting Pronouncements Adopted | |||||
ASU No. 2011-11, Balance Sheet (Topic 210), “Disclosures about Offsetting Assets and Liabilities” and ASU No. 2013-01, Balance Sheet (Topic 210), “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” | |||||
On December 16, 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210), “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210), “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,” which clarifies that the scope of ASU No. 2011-11 applies to derivatives accounted for in accordance with the Codification guidance for derivatives and hedging transactions, including bifurcated embedded derivatives, repurchase agreements and reverse purchase agreements, and certain securities borrowing and securities lending transactions. Entities are required to apply the amendments of ASU No. 2011-11 for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. All disclosures provided by those amendments are required to be provided retrospectively for all comparative periods presented. The adoption of ASU 2011-11 on January 1, 2013 did not have a material impact on TEP’s financial statements. | |||||
ASU No. 2013-02, Comprehensive Income (Topic 220), “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” | |||||
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220), “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component, either on the face of the statement where net income is presented or in the notes, depending on whether or not the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. ASU 2013-02 is effective for public entities prospectively for reporting periods beginning after December 15, 2012, or January 1, 2013 for TEP. The adoption of ASU 2013-02 did not have a material impact on TEP’s financial statements. |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||
Business Combinations | ' | ||||||||||||
3. Business Combinations | |||||||||||||
On November 13, 2012, TD completed the acquisition of certain assets from TEP Pre-Predecessor Parent for approximately $1.8 billion in cash and approximately $1.5 billion of assumed debt. The acquisition included a 100% equity interest in both TIGT and TMID, as discussed in Note 1 – Description of Business. Of the approximately $1.8 billion in cash paid to acquire all of the net assets, $573.2 million was allocated to TIGT and TMID. The contribution of the assets and liabilities of TIGT and TMID from TD to TEP, which was effective on May 17, 2013, was accounted for as a transaction between entities under common control under ASC 805. | |||||||||||||
The following table represents the fair value of assets and liabilities of TIGT and TMID, as acquired by TD on November 13, 2012. The fair value is based on TD’s allocation of the purchase price for TIGT and TMID to the assets acquired and liabilities assumed: | |||||||||||||
Preliminary | Adjustments | Final | |||||||||||
(in thousands) | |||||||||||||
Cash | $ | 1,982 | $ | — | $ | 1,982 | |||||||
Accounts receivable and gas imbalances | 29,821 | (1,670 | ) | 28,151 | |||||||||
Inventories | 2,306 | — | 2,306 | ||||||||||
Other current assets | 382 | (294 | ) | 88 | |||||||||
Property, plant and equipment | 655,722 | — | 655,722 | ||||||||||
Other noncurrent assets | 37,334 | (1,986 | ) | 35,348 | |||||||||
Accounts payable, accrued liabilities and gas imbalances | (34,137 | ) | 2,428 | (31,709 | ) | ||||||||
Current portion of long-term debt | (4,000 | ) | — | (4,000 | ) | ||||||||
Other current liabilities | (26,113 | ) | — | (26,113 | ) | ||||||||
Long-term debt | (390,373 | ) | — | (390,373 | ) | ||||||||
Other long-term liabilities and deferred credits | (1,534 | ) | (1,100 | ) | (2,634 | ) | |||||||
Net identifiable assets acquired | 271,390 | (2,622 | ) | 268,768 | |||||||||
Goodwill | 301,852 | 2,622 | 304,474 | ||||||||||
Net assets acquired | $ | 573,242 | $ | — | $ | 573,242 | |||||||
At December 31, 2012, the assets acquired and liabilities assumed in the acquisition were recorded at provisional amounts based on the preliminary purchase price allocation. During the year ended December 31, 2013, the preliminary purchase price allocation was adjusted with respect to TIGT and TMID for certain immaterial items related to regulatory assets and accrued liabilities. These changes were not considered material to TEP, so the adjustments are not retrospectively reflected in the accompanying consolidated balance sheet as of December 31, 2012. | |||||||||||||
The regulation of natural gas pipelines is an integral attribute of the assets contributed by TD and therefore was included in the determination of the fair value of the regulated assets. The Pre-Predecessor’s net book value of natural gas pipeline assets was higher than the historical regulatory net book value, and a comparative decrease in the gross book value of the natural gas pipelines resulted from adjusting the regulatory assets to their approximate fair value. The new basis of property, plant and equipment at December 31, 2012 represents the fair value on November 13, 2012 of the assets contributed to us by TD plus capital expenditures made through December 31, 2012. The fair value on November 13, 2012 of the regulated assets contributed to us by TD in connection with the IPO approximated the net book value of those assets on a regulated basis. The fair value of the non-regulated assets contributed to us by TD in connection with the IPO approximated their replacement cost values on November 13, 2012 and reflect a higher fair market value as compared to the Pre-Predecessor’s basis. | |||||||||||||
Prior to May 17, 2013, the long-term debt held by TD was guaranteed by TIGT and TMID, and $400 million of that debt was expected to be assumed by TEP concurrently with the IPO, and was therefore allocated to TIGT and TMID along with the related deferred financing costs at November 13, 2012. On May 17, 2013, concurrently with the closing of the IPO, this $400 million of the long-term debt held by TD was assumed and repaid by TEP. TIGT and TMID were also released as guarantors of the TD debt and became guarantors of the TEP revolving credit facility. For additional information, see Note 8 – Long-term Debt. | |||||||||||||
The goodwill recorded in the consolidated balance sheet is expected to be deductible for tax purposes. The goodwill is primarily attributable to (i) the strategic location of the assets, including access to key supply sources and major customer demand markets; (ii) the complementary location of the assets relative to each other and relative to key market areas; (iii) growth opportunities through production growth requiring processing in the Rockies; (iv) future pipeline interconnects and fertilizer and power plant conversions that may potentially provide volume growth opportunities; and (v) a trained workforce. | |||||||||||||
The following unaudited pro forma financial information for the historical periods is presented as if the acquisition of TIGT and TMID had been completed on January 1, 2011. The pro forma financial information is not necessarily indicative of what the actual results of operations or financial position of TEP would have been if the transactions had in fact occurred on the date or for the period indicated, nor do they purport to project the results of operations or financial position of TEP Pre-Predecessor for any future periods or as of any date. The pro forma financial information does not give effect to any cost savings, operating synergies, or revenue enhancements expected to result from the transactions or the costs to achieve these cost savings, operating synergies, and revenue enhancements. | |||||||||||||
TEP Pre-Predecessor | |||||||||||||
Period from | Year Ended | ||||||||||||
January 1 to | December 31, 2011 | ||||||||||||
November 12, 2012 | |||||||||||||
(in thousands) | |||||||||||||
Revenue | $ | 220,292 | $ | 307,043 | |||||||||
Net income | $ | 25,890 | $ | 48,036 | |||||||||
Pro forma revenue contains no adjustments to the historical amounts. Pro forma net income includes adjustments for the period from January 1, 2012 to November 12, 2012 to give effect to the following: | |||||||||||||
(a) | Reduction in net income to reflect additional depreciation expense associated with the increase in the cost of property, plant and equipment that resulted from the allocation of the purchase price to the fair value of the assets and liabilities acquired by TD. | ||||||||||||
(b) | Reduction in net income to reflect interest expense on the long-term debt allocated to TIGT and TMID in connection with the acquisition of TIGT and TMID by TD. | ||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||||
Related Party Transactions | ' | ||||||||||||||||||
4. Related Party Transactions | |||||||||||||||||||
TEP has no employees. TEP Pre-Predecessor Parent historically provided and charged TEP Pre-Predecessor for all direct and indirect costs of services provided to us or incurred on our behalf including employee labor costs, information technology services, employee health and life benefits, and all other expenses necessary or appropriate to the conduct of our business. Beginning November 13, 2012, TD similarly provided and charged TEP for direct and indirect costs of services. TEP and TEP Pre-Predecessor record these costs on the accrual basis in the period in which TEP Pre-Predecessor Parent (or TD, beginning November 13, 2012) incurs them. Each of the wholly-owned companies comprising TEP and TEP Pre-Predecessor had agency arrangements with TEP Pre-Predecessor Parent or its affiliates (prior to November 13, 2012) and TD (beginning November 13, 2012) under which TEP Pre-Predecessor Parent, or its contractually obligated affiliate, or TD, as applicable, pay costs and expenses incurred by TEP and TEP Pre-Predecessor, act as agents for TEP and TEP Pre-Predecessor, and are reimbursed by TEP and TEP Pre-Predecessor for such payments. While the substance of the operating agreement remains the same, the cost structure under new management has changed, which affected the basis of certain allocations when the agreements transitioned from TEP Pre-Predecessor Parent to TD. | |||||||||||||||||||
On May 17, 2013, in connection with the closing of the IPO, TEP and its subsidiaries entered into an Omnibus Agreement with TD and certain of its affiliates. The Omnibus Agreement provides that, among other things, TEP will reimburse TD and its affiliates for all expenses they incur and payments they make on our behalf, including the costs of employee and director compensation and benefits as well as the cost of the provision of certain centralized corporate functions performed by TD, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology and human resources in each case to the extent reasonably allocable to TEP. | |||||||||||||||||||
Effective May 17, 2013, TEP also pays a quarterly reimbursement to TD for costs associated with being a public company. The public company reimbursement amount was $625,000 per quarter in 2013. These reimbursement amounts will be periodically reviewed and adjusted as necessary to continue to reflect reasonable allocation of costs to TEP. | |||||||||||||||||||
Due to the cash management agreements discussed in Note 2 – Summary of Significant Accounting Policies, intercompany balances were periodically settled and treated as equity distributions prior to the completion of the IPO on May 17, 2013. | |||||||||||||||||||
Totals of transactions with affiliated companies are as follows: | |||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Cost of sales and transportation services | $ | 131 | $ | 23 | $ | 155 | $ | 182 | |||||||||||
Charges to TEP and TEP Pre-Predecessor: (1) | |||||||||||||||||||
Property, plant and equipment, net | $ | 6,916 | $ | 190 | $ | 1,052 | $ | 1,248 | |||||||||||
Other deferred charges | $ | 1,100 | $ | 56 | $ | 130 | $ | 75 | |||||||||||
Operation and maintenance | $ | 16,273 | $ | 2,551 | $ | 12,874 | $ | 16,016 | |||||||||||
General and administrative | $ | 14,866 | (2) | $ | 5,478 | $ | 7,960 | $ | 13,156 | ||||||||||
Property, plant and equipment purchases from: | |||||||||||||||||||
KMP | $ | — | $ | — | $ | — | $ | 1 | |||||||||||
Property, plant and equipment sales to: | |||||||||||||||||||
Tallgrass Development, LP | $ | 82,990 | (3) | $ | — | $ | — | $ | — | ||||||||||
KMP | $ | — | $ | — | $ | 1,948 | $ | — | |||||||||||
NGPL PipeCo LLC | $ | — | $ | — | $ | — | $ | 4 | |||||||||||
(1) | Charges to TEP and TEP Pre-Predecessor include directly charged wages and salaries, other compensation and benefits, and shared services. | ||||||||||||||||||
(2) | During the year ended December 31, 2013, TEP reimbursed TD for general and administrative expenses pursuant to the Omnibus Agreement discussed above, resulting in allocated amounts for general and administrative costs rather than individual charges as in prior periods. | ||||||||||||||||||
(3) | Property, plant and equipment sold to TD during the year ended December 31, 2013 consists of the Pony Express Assets, as discussed in Note 6 – Property, Plant and Equipment. | ||||||||||||||||||
Details of balances with affiliates included in “Accounts receivable” and “Accounts payable” in the Consolidated Balance Sheets are as follows: | |||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
Accounts receivable from affiliated companies: | |||||||||||||||||||
Tallgrass Operations, LLC | $ | — | $ | 6,244 | |||||||||||||||
Rockies Express Pipeline LLC | — | 219 | |||||||||||||||||
Total accounts receivable from affiliated companies | $ | — | $ | 6,463 | |||||||||||||||
Payables to affiliated companies: | |||||||||||||||||||
Note payable to TD | $ | — | $ | 1,381 | |||||||||||||||
Interest payable to TD | — | 6 | |||||||||||||||||
Accounts payable to Tallgrass Operations, LLC | 7,106 | — | |||||||||||||||||
Accounts payable to Rockies Express Pipeline LLC | 28 | — | |||||||||||||||||
Total payables to affiliated companies | $ | 7,134 | $ | 1,387 | |||||||||||||||
Balances of gas imbalances with affiliated shippers are as follows: | |||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
Affiliate gas balance receivables | $ | 7 | $ | — | |||||||||||||||
Affiliate gas balance payable | $ | 116 | $ | 276 | |||||||||||||||
Pursuant to the terms of a Purchase and Sale Agreement dated August 1, 2012, TD, on behalf of its wholly-owned subsidiary, Tallgrass Pony Express, LLC (“PXP”), is reimbursing TIGT for all costs TIGT incurs with respect to the Pony Express Abandonment, as defined in Note 14 – Regulatory Matters, inclusive of development costs, capital costs and related interest costs associated with securing regulatory approvals for the construction of certain gas facilities necessary to maintain existing natural gas service on the TIGT system (the “Replacement Gas Facilities”). The Replacement Gas Facilities are required as part of the Pony Express Abandonment and are required in order for TIGT to continue existing service to customers after the Pony Express Assets, as discussed in Note 6 – Property, Plant and Equipment, are sold to PXP. Expenditures are being captured in “Prepayments and other current assets” on the Consolidated Balance Sheet as they are incurred and interest is accrued until reimbursement takes place which is usually monthly. At December 31, 2013, TEP had $17.0 million in “Prepayments and other current assets” related to this project. During the year ended December 31, 2013, reimbursements of $4.3 million related to expenditures prior to the closing of the IPO on May 17, 2013 were settled as equity distributions with TD. During the year ended December 31, 2013, reimbursements of $30.4 million related to expenditures subsequent to the closing of the IPO on May 17, 2013 were cash settled by TD. |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
5. Inventory | |||||||||
The components of inventory consisted of the following: | |||||||||
TEP | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
(in thousands) | |||||||||
Materials and supplies | $ | 1,736 | $ | 1,567 | |||||
Natural gas liquids | 1,009 | 637 | |||||||
Gas in underground storage | 2,403 | — | |||||||
Total inventory | $ | 5,148 | $ | 2,204 | |||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment | ' | ||||||||
6. Property, Plant and Equipment | |||||||||
A summary of net property, plant and equipment by classification is as follows: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
(in thousands) | |||||||||
Natural gas pipelines | $ | 339,430 | $ | 421,644 | |||||
Processing and treating assets | 209,329 | 195,108 | |||||||
Buildings | 15,479 | 15,518 | |||||||
Vehicles | 3,210 | 3,138 | |||||||
Gas in underground storage | 2,141 | 2,345 | |||||||
Land | 1,526 | 1,534 | |||||||
General and other | 2,503 | 1,207 | |||||||
Construction work in progress | 39,369 | 32,932 | |||||||
Accumulated depreciation and amortization | (18,076 | ) | (3,950 | ) | |||||
Total property, plant and equipment, net | $ | 594,911 | $ | 669,476 | |||||
As discussed further in Note 14 – Regulatory Matters, during the fourth quarter of 2013 TIGT closed the sale of approximately 430 miles of natural gas pipeline, rights-of-way and related equipment and assets, referred to as the Pony Express Assets, to a subsidiary of TD. The net book value of the assets at the date of transfer was approximately $83.0 million. There was no gain or loss recognized on the sale. | |||||||||
Capitalized interest was approximately $752,000 for the year ended December 31, 2013, $9,000 for the period from November 13, 2012 to December 31, 2012, $15,000 for the period from January 1, 2012 to November 12, 2012 and $34,000 for the year ended December, 31 2011. | |||||||||
Under a lease agreement effective November 13, 2012, TIGT, as lessor, leases a portion of its office space to a third party. Rental income for the year ended December 31, 2013 and the period from November 13, 2012 to December 31, 2012 was approximately $1.0 million and $145,000, respectively, and was recorded as other income in the accompanying Consolidated Statements of Income. As of December 31, 2013, future minimum rental income under non-cancelable operating leases as the lessor were as follows (in thousands): | |||||||||
Year | Total | ||||||||
2014 | $ | 1,031 | |||||||
2015 | 258 | ||||||||
2016 | — | ||||||||
2017 | — | ||||||||
2018 | — | ||||||||
Thereafter | — | ||||||||
Total | $ | 1,289 | |||||||
Risk_Management
Risk Management | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||
Risk Management | ' | ||||||||||||||||||||
7. Risk Management | |||||||||||||||||||||
TEP and TEP Pre-Predecessor enter into derivative contracts with third parties for the purpose of hedging exposures that accompany their normal business activities. TEP and TEP Pre-Predecessor’s normal business activities expose them to risks associated with changes in the market price of natural gas, among other commodities. Specifically, the risks associated with changes in the market price of natural gas, include, among others (i) pre-existing or anticipated physical natural gas sales, (ii) natural gas purchases and (iii) natural gas system use and storage. Prior to November 13, 2012, TEP Pre-Predecessor applied hedge accounting to these derivative contracts. As discussed below, TEP elected not to apply hedge accounting. | |||||||||||||||||||||
Beginning on November 13, 2012, all previously hedge-designated derivative contracts were de-designated and changes in the fair value of all derivative contracts are now recorded in earnings in the period in which the change occurs. Accumulated other comprehensive income associated with the derivative contracts was immaterial as of the de-designation date and was eliminated in purchase accounting. | |||||||||||||||||||||
During the period January 1, 2012 to November 12, 2012, the TEP Pre-Predecessor recognized no gain or loss on derivatives associated with the ineffectiveness of these hedges and did not exclude any component of the derivative contracts’ gain or loss from the assessment of hedge effectiveness. Under hedge accounting, as the hedged sales and purchases took place and TEP Pre-Predecessor recorded them into earnings in the same period, the TEP Pre-Predecessor also reclassified the associated gains and losses included in accumulated other comprehensive income into earnings. During the period January 1, 2012 to November 12, 2012, no gain or loss was reclassified into earnings as a result of the discontinuance of cash flow hedges due to a determination that the forecasted transactions would no longer occur by the end of the originally specified time period. | |||||||||||||||||||||
Fair Value of Derivative Contracts | |||||||||||||||||||||
The following table summarizes the fair values of TEP’s derivative contracts included in the accompanying Consolidated Balance Sheets: | |||||||||||||||||||||
Balance Sheet | December 31, 2013 | December 31, 2012 | |||||||||||||||||||
Location | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Energy commodity derivative contracts | Current assets | $ | — | $ | 224 | ||||||||||||||||
Total derivative assets | $ | — | $ | 224 | |||||||||||||||||
Balance Sheet | 31-Dec-13 | 31-Dec-12 | |||||||||||||||||||
Location | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Energy commodity derivative contracts | Current liabilities | $ | 184 | $ | 23 | ||||||||||||||||
Total derivative liabilities | $ | 184 | $ | 23 | |||||||||||||||||
As of December 31, 2013, the fair value shown for commodity contracts was comprised of derivative volumes totaling 0.8 Bcf of fixed-price swaps. | |||||||||||||||||||||
Effect of Derivative Contracts on the Income Statement | |||||||||||||||||||||
The following tables summarize the impact of derivative contracts for the years ended December 31, 2013, the periods from November 13, 2012 to December 31, 2012 and January 1, 2012 to November 12, 2012, and the year ended 2011: | |||||||||||||||||||||
Amount of gain/(loss) recognized in OCI on derivatives (effective portion) | |||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||||||
Energy commodity derivative contracts | $ | — | $ | — | $ | 1,024 | $ | 6,146 | |||||||||||||
Amount of gain/(loss) reclassified from Accumulated OCI into income (effective portion) | |||||||||||||||||||||
Location of gain/ | TEP | TEP Pre-Predecessor | |||||||||||||||||||
(loss) reclassified | |||||||||||||||||||||
from AOCI | |||||||||||||||||||||
into income | |||||||||||||||||||||
(effective portion) | Year Ended | Period from | Period from | Year Ended | |||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | — | $ | — | $ | 4,187 | $ | 3,410 | ||||||||||||
Amount of gain/(loss) recognized in income on derivatives | |||||||||||||||||||||
Location of gain/ | TEP | TEP Pre-Predecessor | |||||||||||||||||||
(loss) recognized | |||||||||||||||||||||
in income on | |||||||||||||||||||||
derivative | Year Ended | Period from | Period from | Year Ended | |||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||
Derivatives not designated as hedging contracts: | |||||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | (548 | ) | $ | 416 | $ | — | $ | — | |||||||||||
Credit Risk | |||||||||||||||||||||
TEP has counterparty credit risk as a result of its use of financial derivative contracts. TEP’s counterparties consist of major financial institutions. This concentration of counterparties may impact TEP’s overall exposure to credit risk, either positively or negatively in that the counterparties may be similarly affected by changes in economic, regulatory or other conditions. | |||||||||||||||||||||
TEP maintains credit policies that it believes minimize its overall credit risk. These policies include (i) an evaluation of potential counterparties’ financial condition (including credit ratings), (ii) collateral requirements under certain circumstances and (iii) the use of standardized agreements which allow for netting of positive and negative exposure associated with a single counterparty. Based on its policies and exposure, TEP’s management does not anticipate a material adverse effect on our financial position, results of operations, or cash flows as a result of counterparty performance. | |||||||||||||||||||||
TEP’s over-the-counter swaps are entered into with counterparties outside central trading organizations such as a futures, options or stock exchange. These contracts are with a financial institution with an investment grade credit rating. While TEP enters into derivative transactions principally with investment grade counterparties and actively monitors their ratings, it is nevertheless possible that from time to time losses will result from counterparty credit risk in the future. As of December 31, 2013, the fair value of TEP’s derivative contracts was a liability, resulting in no credit exposure from our counterparty as of that date. | |||||||||||||||||||||
In addition, when the market value of TEP’s derivative contracts with specific counterparties exceeds established limits, TEP is required to provide collateral to its counterparties, which may include posting letters of credit or placing cash in margin accounts. As of December 31, 2013 and 2012, TEP did not have any outstanding letters of credit or cash in margin accounts in support of its hedging of commodity price risks associated with the sale of natural gas. As of December 31, 2013 and 2012, TEP had no margin deposits with counterparties associated with energy commodity contract positions. | |||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Derivative assets and liabilities are measured and reported at fair value. Derivative contracts can be exchange-traded or traded over-the-counter (“OTC”). Exchange-traded derivative contracts typically fall within Level 1 of the fair value hierarchy if they are traded in an active market. TEP values exchange-traded derivative contracts using quoted market prices for identical securities. | |||||||||||||||||||||
OTC derivatives are valued using models utilizing a variety of inputs including contractual terms; commodity and interest rate curves; and measures of volatility. The selection of a particular model and particular inputs to value an OTC derivative contract depends upon the contractual terms of the instrument as well as the availability of pricing information in the market. TEP uses similar models to value similar instruments. For OTC derivative contracts that trade in liquid markets, such as generic forwards and swaps, model inputs can generally be verified and model selection does not involve significant management judgment. Such contracts are typically classified within Level 2 of the fair value hierarchy. | |||||||||||||||||||||
Certain OTC derivative contracts trade in less liquid markets with limited pricing information, and the determination of fair value for these derivative contracts is inherently more difficult. Such contracts are classified within Level 3 of the fair value hierarchy. The valuations of these less liquid OTC derivatives are typically impacted by Level 1 and/or Level 2 inputs that can be observed in the market, as well as unobservable Level 3 inputs. Use of a different valuation model or different valuation input values could produce a significantly different estimate of fair value. However, derivative contracts valued using inputs unobservable in active markets are generally not material to TEP’s financial statements. | |||||||||||||||||||||
When appropriate, valuations are adjusted for various factors including credit considerations. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. | |||||||||||||||||||||
The following tables summarize the fair value measurements of TEP’s energy commodity derivative contracts as of December 31, 2013 and 2012 based on the fair value hierarchy established by the Codification: | |||||||||||||||||||||
Asset fair value measurements using | |||||||||||||||||||||
Total | Quoted prices in | Significant | Significant | ||||||||||||||||||
active markets | other observable | unobservable | |||||||||||||||||||
for identical | inputs | inputs | |||||||||||||||||||
assets | (Level 2) | (Level 3) | |||||||||||||||||||
(Level 1) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
TEP as of December 31, 2013 | |||||||||||||||||||||
Energy commodity derivative contracts | $ | — | $ | — | $ | — | $ | — | |||||||||||||
TEP as of December 31, 2012 | |||||||||||||||||||||
Energy commodity derivative contracts | $ | 224 | $ | — | $ | 224 | $ | — | |||||||||||||
Liability fair value measurements using | |||||||||||||||||||||
Total | Quoted prices in | Significant | Significant | ||||||||||||||||||
active markets | other observable | unobservable | |||||||||||||||||||
for identical | inputs | inputs | |||||||||||||||||||
assets | (Level 2) | (Level 3) | |||||||||||||||||||
(Level 1) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
TEP as of December 31, 2013 | |||||||||||||||||||||
Energy commodity derivative contracts | $ | 184 | $ | — | $ | 184 | $ | — | |||||||||||||
TEP as of December 31, 2012 | |||||||||||||||||||||
Energy commodity derivative contracts | $ | 23 | $ | — | $ | 23 | $ | — | |||||||||||||
The table below provides a summary of changes in the fair value of TEP and TEP Pre-Predecessor’s significant unobservable inputs (Level 3) energy commodity derivative contracts: | |||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||
Derivatives—net asset (liability): | |||||||||||||||||||||
Beginning of period | $ | — | $ | — | $ | (352 | ) | $ | (124 | ) | |||||||||||
Total gains or (losses) | |||||||||||||||||||||
Included in other comprehensive income | — | — | (61 | ) | (1,099 | ) | |||||||||||||||
Settlements | — | — | 156 | 871 | |||||||||||||||||
Transfers out of Level 3 | — | — | 257 | — | |||||||||||||||||
End of period | $ | — | $ | — | $ | — | $ | (352 | ) | ||||||||||||
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets held at the reporting date | $ | — | $ | — | $ | — | $ | — | |||||||||||||
During the period from January 1, 2012 to November 12, 2012, derivative liabilities with a fair value of $257,000 were transferred from Level 3 to Level 2 as the level of observable inputs used to value those instruments was deemed to be significant. |
Longterm_Debt
Long-term Debt | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Long-term Debt | ' | ||||||||||||||||||||
8. Long-term Debt | |||||||||||||||||||||
TEP’s long-term debt consisted of the following at December 31, 2013 and 2012: | |||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Borrowings under revolving credit facility | $ | 135,000 | $ | — | |||||||||||||||||
Term loan due 2018 (allocated from TD) | — | 400,000 | |||||||||||||||||||
Unamortized discount | — | (5,509 | ) | ||||||||||||||||||
Total principal | 135,000 | 394,491 | |||||||||||||||||||
Current maturities | — | (4,000 | ) | ||||||||||||||||||
Total long-term debt | $ | 135,000 | $ | 390,491 | |||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||||
On May 17, 2013, in connection with the IPO, TEP entered into a $500 million senior secured revolving credit facility with Barclays Bank PLC, as administrative agent, and a syndicate of lenders (“the revolving credit facility”), which will mature on May 17, 2018. On the closing date of the IPO, TEP borrowed $231.0 million under the credit facility, the proceeds of which were used to (i) repay the approximately $104.1 million of debt assumed from TD that remained after payment of a portion of the assumed debt with proceeds from the IPO; (ii) pay a distribution to TD of $31.2 million equal to the net proceeds from the exercise of the underwriter’s overallotment option to purchase additional common units; (iii) pay $85.5 million to TD as reimbursement for a portion of the capital expenditures made by TD to purchase the contributed assets and (iv) pay origination fees related to the new revolving credit facility and certain other fees associated with the IPO, and fund working capital requirements of TEP. The remaining commitments under the credit facility are available to provide for capital expenditures, permitted acquisitions, working capital needs and for other general partnership purposes. The credit facility has an accordion feature that will allow TEP to increase the available revolving borrowings under the credit facility by up to an additional $100 million, subject to TEP’s receipt of increased or new commitments from lenders and satisfaction of certain other conditions. In addition, the credit facility includes a sublimit up to $40 million for swing line loans and a sublimit up to $50 million for letters of credit. As of December 31, 2013, TEP had outstanding borrowings of $135.0 million and had issued letters of credit totaling $654,000. As of December 31, 2013, TEP had available borrowing capacity under the revolving credit facility of $364.3 million. | |||||||||||||||||||||
TEP’s obligations under the credit facility are (i) guaranteed by TEP and each of its existing and subsequently acquired or organized direct or indirect wholly-owned domestic subsidiaries, subject to TEP’s ability to designate certain of its subsidiaries as “Unrestricted Subsidiaries” and (ii) secured by a first priority lien on substantially all of the present and after acquired property owned by TEP and each guarantor (other than real property interests related to TEP’s pipelines). | |||||||||||||||||||||
The credit facility contains various covenants and restrictive provisions that, among other things, limits or restricts TEP’s ability (as well as the ability of TEP’s restricted subsidiaries) to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result therefrom), change the nature of TEP’s business, engage in certain mergers or make certain investments and acquisitions, enter into non arms-length transactions with affiliates and designate certain subsidiaries as “Unrestricted Subsidiaries.” In addition, a consolidated leverage ratio of not more than 4.75 to 1.00 (which will be increased to 5.25 to 1.00 for certain measurement periods following the consummation of certain acquisitions) and a consolidated interest coverage ratio of not less than 2.50 to 1.00 are required. As of December 31, 2013, TEP is in compliance with the covenants required under the revolving credit facility. | |||||||||||||||||||||
Borrowings under the credit facility bear interest, at TEP’s option, at either (a) a base rate, which is a rate equal to the greatest of (i) the prime rate, (ii) the U.S. federal funds rate plus 0.5% or (iii) a one-month reserve adjusted Eurodollar rate plus 1.00%, in each case, plus an applicable margin, or (b) a reserve adjusted Eurodollar rate, plus an applicable margin. Swing line loans bear interest at the base rate plus an applicable margin. For borrowings bearing interest based on the base rate, the applicable margin was initially 1.00%, and for loans bearing interest based on the reserve adjusted Eurodollar rate, the applicable margin was initially 2.00%. After September 30, 2013, the applicable margin will range from 1.00% to 2.00% for base rate borrowings and from 2.00% to 3.00% for reserve adjusted Eurodollar rate borrowings, based upon TEP’s total leverage ratio. The unused portion of the credit facility is subject to a commitment fee, which was initially 0.375%, and after September 30, 2013, is either 0.375% or 0.500%, based on TEP’s total leverage ratio. As of December 31, 2013, the weighted average interest rate on outstanding borrowings was 2.52%. | |||||||||||||||||||||
Long-term Debt Allocated from TD | |||||||||||||||||||||
On November 13, 2012, TD entered into a credit agreement with a syndicate of lenders which included a term loan, a delayed draw term loan and a revolving credit facility. As discussed in Note 3 – Business Combinations, $400 million of the term loan, along with the corresponding discount and deferred financing costs, was allocated to TEP on November 13, 2012. The term loan is an obligation of TD and prior to May 17, 2013, was guaranteed by TIGT and TMID. | |||||||||||||||||||||
Upon the closing of the IPO on May 17, 2013, TEP legally assumed the previously allocated $400 million portion of the TD term loan and used a portion of the IPO proceeds, along with borrowings under TEP’s new $500 million credit agreement effective May 17, 2013, to repay its $400 million portion of the term loan, at which time TIGT and TMID were released as guarantors of the TD debt. TEP recognized a loss on extinguishment of debt of $17.5 million during year ended December 31, 2013 associated with the portion of deferred financing costs and unamortized discount on the amount of the TD term loan that was allocated to TEP. | |||||||||||||||||||||
Fair Value | |||||||||||||||||||||
The following table sets forth the carrying amount and fair value of TEP’s long-term debt, which is not measured at fair value in the Consolidated Balance Sheets as of December 31, 2013 and 2012, but for which fair value is disclosed: | |||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Quoted prices | Significant | Significant | Total | Carrying | |||||||||||||||||
in active markets | other observable | unobservable | Amount | ||||||||||||||||||
for identical | inputs (Level 2) | inputs | |||||||||||||||||||
assets (Level 1) | (Level 3) | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
31-Dec-13 | $ | — | $ | 135,000 | $ | — | $ | 135,000 | $ | 135,000 | |||||||||||
31-Dec-12 | $ | — | $ | 404,000 | $ | — | $ | 404,000 | $ | 394,491 | |||||||||||
The long-term debt borrowed under the revolving credit facility and the term loan allocated from TD were carried at amortized cost. As of December 31, 2013, the fair value approximates the carrying amount for the borrowings under the revolving credit facility using a discounted cash flow analysis. The fair value of the debt allocated from TD at December 31, 2012 was estimated based on quoted market prices. TEP is not aware of any factors that would significantly affect the estimated fair value since December 31, 2013. |
Commitments_and_Contingent_Lia
Commitments and Contingent Liabilities | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingent Liabilities | ' | ||||
9. Commitments and Contingent Liabilities | |||||
Leases | |||||
Rent expense under operating leases and right of way agreements totaled approximately $278,000, $37,000, $206,000 and $248,000 for the year ended 2013, the periods from November 13, 2012 to December 31, 2012 and January 1, 2012 to November 12, 2012 and the year ended 2011, respectively. | |||||
At December 31, 2013, future minimum rental commitments under major non-cancelable operating leases were as follows (in thousands): | |||||
Year | Total | ||||
2014 | 363 | ||||
2015 | 378 | ||||
2016 | 317 | ||||
2017 | 256 | ||||
2018 | 143 | ||||
Thereafter | 553 | ||||
Total | $ | 2,010 | |||
Capital Expenditures | |||||
Approximately $1.9 million had been committed for the future purchase of property, plant and equipment at December 31, 2013. An additional $23.4 million had been committed for future capital expenditures related to the Pony Express Abandonment project at December 31, 2013. These expenditures will be reimbursed by PXP. For additional information, see Note 14 – Regulatory Matters. |
Partnership_Equity_and_Distrib
Partnership Equity and Distributions | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
Partnership Equity and Distributions | ' | ||||||||||||||||||||||
10. Partnership Equity and Distributions | |||||||||||||||||||||||
As discussed in Note 1 – Description of Business, TD completed the acquisition of TEP Pre-Predecessor subsidiary entities on November 13, 2012. On May 17, 2013, in conjunction with the closing of TEP’s IPO, TD’s ownership interest in TIGT and TMID was contributed to TEP in exchange for 9,700,000 common and 16,200,000 subordinated units (and other consideration consisting of debt assumption and cash distribution as more fully described above in Note 1 – Description of Business.) | |||||||||||||||||||||||
Distributions to Holders of Common Units, Subordinated Units and General Partner Units | |||||||||||||||||||||||
TEP’s partnership agreement requires TEP to distribute its available cash, defined below, to unitholders of record on the applicable record date within 45 days after the end of each quarter, beginning with the quarter ended June 30, 2013. TEP’s partnership agreement provides that available cash, each quarter, is first distributed to the common unitholders and the general partner on a pro rata basis until each common unitholder has received $0.2875 per unit, which amount is defined in TEP’s partnership agreement as the minimum quarterly distribution (“MQD”). During the subordination period, defined below, holders of the subordinated units are not entitled to receive a distribution of available cash until each holder of common units has received the MQD, and if the MQD is not paid for any quarter, the cumulative amount of any arrearages in the payment of the MQD from prior quarters. | |||||||||||||||||||||||
The following table shows the distributions for the year ended December 31, 2013: | |||||||||||||||||||||||
Distributions | |||||||||||||||||||||||
Limited Partners | General Partner | Distributions | |||||||||||||||||||||
Common and | per Limited | ||||||||||||||||||||||
Three Months Ended | Date Paid | Subordinated | Incentive | 2% | Total | Partner Unit | |||||||||||||||||
(in thousands, except per unit amounts) | |||||||||||||||||||||||
December 31, 2013 | February 12, 2014 | $ | 12,757 | $ | 63 | $ | 262 | $ | 13,082 | $ | 0.315 | ||||||||||||
September 30, 2013 | November 13, 2013 | 12,049 | — | 245 | 12,294 | 0.2975 | |||||||||||||||||
June 30, 2013 (1) | 13-Aug-13 | 5,759 | — | 118 | 5,877 | 0.1422 | (1) | ||||||||||||||||
-1 | The distribution declared on July 18, 2013 for the second quarter of 2013 represented a prorated amount of TEP’s MQD of $0.2875 per common unit, based upon the number of days between the closing of the IPO on May 17, 2013 to June 30, 2013. | ||||||||||||||||||||||
Subordinated Units | |||||||||||||||||||||||
All subordinated units are currently held by TD. The principal difference between our common units and subordinated units is that in any quarter during the subordination period, holders of the subordinated units are not entitled to receive a distribution of available cash until the holders of common units have received the MQD (inclusive of any cumulative arrearages of previously unpaid MQD from previous quarters). Furthermore, subordinated unitholders are not entitled to receive arrearages in previous quarter distributions. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to be distributed on the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution milestones described in the partnership agreement have been met. | |||||||||||||||||||||||
Incentive Distribution Rights | |||||||||||||||||||||||
The GP owns a 2% general partner interest in TEP which is represented by 826,531 general partner units. The GP also owns all of the incentive distribution rights (“IDRs”). IDRs represent the right to receive an increasing percentage (13%, 23% and 48%) of quarterly distributions of available cash from operating surplus after the MQD and the target distribution levels have been achieved. The GP may transfer these rights separately from its general partner interest, subject to restrictions in our partnership agreement. Under TEP’s partnership agreement, the general partner may at any time contribute additional capital to TEP in order to maintain its 2% general partner interest. | |||||||||||||||||||||||
The following discussion related to incentive distributions assumes that TEP’s general partner maintains its 2.0% general partner interest and continues to own all of the IDRs. | |||||||||||||||||||||||
If for any quarter: | |||||||||||||||||||||||
• | TEP has distributed available cash from operating surplus to all of the common unitholders (and during the subordination period, to the subordinated unitholders) in an amount equal to the MQD for each outstanding unit for such quarter; and | ||||||||||||||||||||||
• | TEP has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the MQD to common unitholders; | ||||||||||||||||||||||
then, TEP will distribute additional available cash from operating surplus for that quarter among the unitholders and the GP in the following manner: | |||||||||||||||||||||||
• | first, 98% to all unitholders, pro rata, and 2% to TEP’s general partner, until each unitholder receives a total of $0.3048 per unit for that quarter (the “first target distribution”); | ||||||||||||||||||||||
• | second, 85% to all unitholders, pro rata, and 15% to TEP’s general partner, until each unitholder receives a total of $0.3536 per unit for that quarter (the “second target distribution”); | ||||||||||||||||||||||
• | third, 75% to all unitholders, pro rata, and 25% to TEP’s general partner, until each unitholder receives a total of $0.4313 per unit for that quarter (the “third target distribution”); and | ||||||||||||||||||||||
• | thereafter, 50% to all unitholders, pro rata, and 50% to TEP’s general partner. | ||||||||||||||||||||||
Definition of Available Cash | |||||||||||||||||||||||
Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter: | |||||||||||||||||||||||
• | less, the amount of cash reserves established by TEP’s general partner to: | ||||||||||||||||||||||
• | provide for the proper conduct of our business (including reserves for our future capital expenditures, for anticipated future credit needs subsequent to that quarter, for legal matters and for refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings); | ||||||||||||||||||||||
• | comply with applicable law or regulation, any of TEP’s debt instruments or other agreements; or | ||||||||||||||||||||||
• | provide funds for distributions to unitholders and to TEP’s general partner for any one or more of the next four quarters (provided that TEP’s general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent TEP from distributing the MQD on all common units and any cumulative arrearages on such common units for the current quarter); | ||||||||||||||||||||||
• | plus, if TEP’s general partner so determines, all or any portion of the cash on hand on the date of distribution of available cash for the quarter, including cash on hand resulting from working capital borrowings made subsequent to the end of such quarter. | ||||||||||||||||||||||
Distributions to TD | |||||||||||||||||||||||
As discussed in Note 2 – Summary of Significant Accounting Policies, prior to May 17, 2013, the net amount of transfers for loans made each day through the centralized cash management system, less reimbursement payments under the agency agreement described in Note 4 – Related Party Transactions, was recognized as equity distributions during that time period. Excluding the cash distributions paid to TD as a common and subordinated unitholder, as discussed above, there were net distributions from TEP to TD for the year ended December 31, 2013 of $118.5 million, which included the $85.5 million to TD related to the contribution of TIGT and TMID to TEP as well as the $31.2 million net proceeds from the exercise of the underwriter’s option to purchase additional common units as part of the IPO. There were no net distributions from TEP to TD for the period from November 13, 2012 to December 31, 2012. Net distributions from TEP Pre-Predecessor to its parent for the period from January 1, 2012 to November 12, 2012 were $57.7 million. |
Net_Income_per_Limited_Partner
Net Income per Limited Partner Unit | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Net Income per Limited Partner Unit | ' | ||||||||||||
11. Net Income per Limited Partner Unit | |||||||||||||
The Partnership’s net income is allocated to the general partner and the limited partners, including the holders of the subordinated units, in accordance with their respective ownership percentages, after giving effect to incentive distributions paid to the general partner. Basic and diluted net income per limited partner unit is calculated by dividing limited partners’ interest in net income, less general partner incentive distributions, by the weighted average number of outstanding limited partner units during the period. | |||||||||||||
We compute earnings per unit using the two-class method for Master Limited Partnerships as prescribed in the FASB guidance. The two-class method requires that securities that meet the definition of a participating security be considered for inclusion in the computation of basic earnings per unit. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period. | |||||||||||||
We calculate net income available to limited partners based on the distributions pertaining to the current period’s net income. After adjusting for the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner and limited partners in accordance with the contractual terms of the partnership agreement and as further prescribed in the FASB guidance under the two-class method. | |||||||||||||
The two-class method does not impact our overall net income or other financial results; however, in periods in which aggregate net income exceeds our aggregate distributions for such period, it will have the impact of reducing net income per limited partner unit. This result occurs as a larger portion of our aggregate earnings, as if distributed, is allocated to the incentive distribution rights of the general partner, even though we make distributions on the basis of available cash and not earnings. In periods in which our aggregate net income does not exceed our aggregate distributions for such period, the two-class method does not have any impact on our calculation of earnings per limited partner unit. | |||||||||||||
Basic earnings per unit is computed by dividing net earnings attributable to unitholders by the weighted average number of units outstanding during each period. However, because our IPO was completed on May 17, 2013, the number of units issued following the IPO is utilized for the 2013 periods presented. Diluted earnings per unit reflects the potential dilution of common equivalent units that could occur if equity participation units are converted into common units. | |||||||||||||
As the IPO was completed on May 17, 2013, no income from the period from January 1, 2013 to May 16, 2013 is allocated to the limited partner units that were issued on May 17, 2013 and all income for such period was allocated to the general partner. Net income per limited partner unit is only calculated for the year ended December 31, 2013 as no units were outstanding during the same periods in 2012. | |||||||||||||
The following table illustrates the Partnership’s calculation of net income per common and subordinated unit for the periods indicated: | |||||||||||||
Year Ended | Period from | Period from | |||||||||||
December 31, 2013 | January 1, 2013 | May 17, 2013 to | |||||||||||
to May 16, 2013 | December 31, 2013 | ||||||||||||
(in thousands, except per unit amounts) | |||||||||||||
Net Income | $ | 14,179 | $ | 6,982 | $ | 7,197 | |||||||
General partner interest in net income | 7,188 | 6,982 | 206 | ||||||||||
Net income available to common and subordinated unitholders | $ | 6,991 | $ | — | $ | 6,991 | |||||||
Basic net income per common and subordinated unit | $ | 0.17 | $ | 0.17 | |||||||||
Diluted net income per common and subordinated unit | $ | 0.17 | $ | 0.17 | |||||||||
Basic average number of common and subordinated units outstanding | 40,450 | 40,450 | |||||||||||
Equity Participation Unit equivalent units | 1,008 | 1,008 | |||||||||||
Diluted average number of common and subordinated units outstanding | 41,458 | 41,458 | |||||||||||
Major_Customers_and_Concentrat
Major Customers and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2013 | |
Risks And Uncertainties [Abstract] | ' |
Major Customers and Concentration of Credit Risk | ' |
12. Major Customers and Concentration of Credit Risk | |
During the year ended December 31, 2013 and the period from November 13, 2012 to December 31, 2012, one non-affiliated customer, Phillips 66, accounted for $102.0 million (38%) and $11.2 million (32%) of TEP’s total operating revenues, respectively. During the period from January 1, 2012 to November 12, 2012 and the year ended December 31, 2011, the same non-affiliated customer accounted for $68.9 million (31%) and $101.3 million (33%) of TEP Pre-Predecessor’s total operating revenues, respectively. Phillips 66 was previously a part of ConocoPhillips and began trading separately on the New York Stock Exchange starting May 1, 2012. All of these revenues were earned in our Processing segment. | |
TIGT’s principal delivery market area encompasses the states of Colorado, Kansas, Missouri, Nebraska and Wyoming. TIGT is a large transporter of natural gas to the mid-continent market. For the year ended December 31, 2013, TIGT delivered an average of 356,000 MMBtus per day of natural gas to this market. TIGT has a number of individually significant customers, including local natural gas distribution companies in the mid-continent area and major natural gas marketers. For the year ended December 31, 2013, approximately 93% of TIGT’s transportation and storage revenues were generated under firm transportation and storage contracts. For the year ended December 31, 2013, TIGT’s top ten non-affiliated customers accounted for approximately 60% of TIGT’s total revenue. TIGT mitigates credit risk by requiring collateral or financial guarantees and letters of credit from customers with specific credit concerns. In support of credit extended to certain customers, TIGT had received prepayments of $2.8 million and $3.4 million at December 31, 2013 and 2012, respectively, included in the caption “Accrued other current liabilities” in the accompanying Consolidated Balance Sheets. |
EquityBased_Compensation
Equity-Based Compensation | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Equity-Based Compensation | ' | ||||||||
13. Equity-Based Compensation | |||||||||
Long-term Incentive Plan | |||||||||
Effective May 13, 2013, our general partner adopted a Long-term Incentive Plan (“LTIP”) pursuant to which awards in the form of unrestricted units, restricted units, equity participation units, options, unit appreciation rights or distribution equivalent rights may be granted to employees, consultants, and directors of the general partner and its affiliates who perform services for or on behalf of TEP or its affiliates, including TD. Vesting and forfeiture requirements are at the discretion of the Board of Directors of our general partner at the time of the grant. | |||||||||
The LTIP limits the number of units that may be delivered pursuant to vested awards to 10,000,000 common units. Common units cancelled, forfeited or withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The plan is administered by the board of directors of our general partner or a committee thereof, which we refer to as the plan administrator. | |||||||||
The plan administrator may terminate or amend the LTIP at any time with respect to any units for which a grant has not yet been made. The plan administrator also has the right to alter or amend the LTIP or any part of the plan from time to time, including increasing the number of units that may be granted subject to the requirements of the exchange upon which the common units are listed at that time. However, no change in any outstanding grant may be made that would materially reduce the rights or benefits of the participant without the consent of the participant. The LTIP will expire on the earliest of (i) the date common units are no longer available under the plan for grants, (ii) termination of the plan by the plan administrator or (iii) May 13, 2023. | |||||||||
Equity Participation Units | |||||||||
On June 26, 2013, our general partner approved the grant of up to 1.5 million equity participation units (“EPUs”) for issuance to employees and of 177,500 EPUs to Section 16 officers under the LTIP. Effective the same date, 1.49 million EPUs were granted to employees and Section 16 officers of our general partner and its affiliates. Vesting of the EPUs is contingent upon TD’s Pony Express Pipeline, which upon completion will consist of an approximately 690-mile oil pipeline connecting the Bakken Shale to Cushing, Oklahoma, being placed into service (the “Pony Express Project”) and will occur in two parts, with one-third vesting on the later of the Pony Express Project in-service date or May 13, 2015, and the remaining two-thirds vesting on the later of the Pony Express Project in-service date or May 13, 2017. If the Pony Express Project has not been placed in service by May 13, 2018, the EPUs will expire and no vesting of the EPUs will occur. | |||||||||
The EPU grants under the LTIP plan are measured at their grant date fair value. The EPUs granted are non-participating with respect to distributions, therefore the grant date fair value is discounted from the grant date fair value of TEP’s common units for the present value of the expected future distributions during the vesting period. Total equity-based compensation cost related to the EPU grants of approximately $4.2 million was recognized during the year ended December 31, 2013. Of the total compensation cost, $1.8 million was recognized as compensation expense at TEP for the year ended December 31, 2013 and the remainder was allocated to TD. As of December 31, 2013, $18.3 million of total compensation cost related to non-vested EPUs is expected to be recognized over a weighted average period of 2.7 years, a portion of which will be charged to TD. | |||||||||
The following table summarizes the changes in the EPUs outstanding for the year ended December 31, 2013: | |||||||||
Shares | Weighted Average | ||||||||
Grant Date Fair Value | |||||||||
Beginning of period | — | $ | — | ||||||
Granted | 1,515,000 | 17.54 | |||||||
Forfeited | (40,750 | ) | (17.49 | ) | |||||
End of period | 1,474,250 | $ | 17.54 | ||||||
Regulatory_Matters
Regulatory Matters | 12 Months Ended |
Dec. 31, 2013 | |
Text Block [Abstract] | ' |
Regulatory Matters | ' |
14. Regulatory Matters | |
TIGT | |
Pony Express Abandonment – FERC Docket CP12-495 | |
On August 6, 2012, TIGT filed an application to: (1) abandon for FERC purposes the Pony Express Assets, and the natural gas service therefrom by transferring those assets to, PXP, which will convert the Pony Express Assets into crude oil pipeline facilities; and (2) construct and operate the Replacement Gas Facilities in order to continue service to existing natural gas firm transportation customers following the proposed conversion. We refer to this project as the “Pony Express Abandonment.” The FERC abandonment does not constitute an abandonment for accounting purposes. Pursuant to the terms of the Purchase and Sale Agreement filed with the FERC and cited by FERC in approving the Pony Express Abandonment, PXP was required to reimburse TIGT for the net book value of the Pony Express Assets plus other TIGT incurred costs required to construct the Replacement Gas Facilities and to arrange substitute gas transportation services to certain TIGT shippers. | |
The Pony Express Abandonment and completion of the Pony Express Project by PXP will re-deploy existing pipeline assets to meet the growing market need to transport oil supplies from the Bakken Shale while at the same time continuing to operate TIGT’s natural gas transportation facilities to meet all current and expected needs of its natural gas customers. By order issued September 12, 2013, TIGT was granted authorization to abandon the Pony Express Assets and construct the Replacement Gas Facilities. On October 7, 2013 TIGT commenced the mobilization of personnel and equipment for the construction of the Replacement Gas Facilities necessary to complete the Pony Express Abandonment to continue service to existing TIGT customers. In December 2013, TIGT removed the Pony Express Assets from gas service and sold those assets to PXP. Additional phases of the Pony Express Abandonment are expected to be completed during the second quarter of 2014. | |
Legal_and_Environmental_Matter
Legal and Environmental Matters | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Legal and Environmental Matters | ' |
15. Legal and Environmental Matters | |
Legal | |
Other than the matters discussed below, TEP is a defendant in various lawsuits arising from the day-to-day operations of their business. Although no assurance can be given, TEP believes, based on its experiences to date, that the ultimate resolution of such routine items will not have a material adverse impact on its business, financial position, results of operations or cash flows. | |
TEP has evaluated claims in accordance with the accounting guidance for contingencies that it deems both probable and reasonably estimable and, accordingly, has recorded aggregate reserves for all claims of approximately $0.3 million as of December 31, 2013. There was no reserve at December 31, 2012. | |
TMID | |
West Frenchie Draw | |
TMID was a party to the following legal actions pertaining to its West Frenchie Draw treating plant: | |
Elkhorn Construction, Inc. v. KM Upstream LLC and Newpoint Gas Services, Inc., Civil Action No. 36823 in the District Court of Fremont County, Wyoming (9th Judicial District) (the “Trial Court Action”); Elkhorn Construction, Inc. v. KM Upstream LLC, Appeal No. S-11-0186 and S-11-0208 in the Wyoming Supreme Court (the “Appeal”); In Re: Newpoint Gas, L.P., Case No. 10-16104 in the U.S. Bankruptcy Court for the Western District of Oklahoma (Oklahoma City) (“the Newpoint Bankruptcy”). | |
Elkhorn Construction, Inc. (“Elkhorn”), a sub-contractor to Newpoint Gas Services, Inc. (“Newpoint Gas Services”), filed suit on March 23, 2009 in Fremont County, Wyoming to enforce liens against TMID arising in connection with the West Frenchie Draw Amine Plant in the principal amount of approximately $4.9 million plus interest, late charges, attorney’s fees and costs from January 16, 2009. On November 24, 2009, Newpoint Gas Services was added to the litigation as a defendant. TMID and Newpoint Gas Services filed cross-claims against each other. On September 21, 2012, TMID paid the adjudicated portion of Elkhorn’s mechanics lien of $4.7 million plus 7% interest from the date of the lien for a total payment of $5.9 million. On April 30, 2013, the Court awarded Elkhorn additional principal and interest (including post-judgment interest) on its mechanic’s lien claim. On May 30, 2013, TMID paid approximately $0.2 million to satisfy the remaining portion of Elkhorn’s mechanic’s lien claim. On June 12, 2013, the Court granted Elkhorn’s motion for summary judgment seeking enforcement and foreclosure of its oil and gas lien claim, which provides for the recovery of attorney’s fees and costs by Elkhorn. | |
Newpoint Gas L.P. (“Newpoint LP”), a closely held affiliate of Newpoint Gas Services, commenced the above-referenced bankruptcy court case under Chapter 7 of the Bankruptcy Code. TMID filed an adversary proceeding in the bankruptcy action seeking to consolidate the assets and liabilities of Newpoint Gas Services with Newpoint LP. The judge issued an order dismissing the adversary proceeding on June 10, 2013 based on a finding that the Trustee was the only party with standing to seek substantive consolidation. TMID’s claim in the bankruptcy case has been withdrawn. | |
In August of 2013, the Company fully and finally settled all legal actions with Newpoint Gas Services and Elkhorn. In exchange for cash settlement payments from TMID, the parties released and dismissed all claims against each other with prejudice. | |
ConocoPhillips Off-Spec Product Deliveries | |
In April and May of 2009, TMID delivered to ConocoPhillips NGL product that was alleged by a ConocoPhillips affiliate to contain fluoride levels that exceeded contract tolerances. In February 2012, TMID paid $1.1 million to settle this issue with the affiliated refinery that received the product from ConocoPhillips. TMID recognized the full settlement amount of $1.1 million in 2009. In 2012, TMID recovered $350,000 from two parties who delivered the contested product to TMID and this matter is now concluded. | |
TIGT | |
Cornhusker Energy Lexington Plant Explosion | |
TIGT was previously a defendant in a lawsuit in state court in Douglas County, Nebraska (CI 10 9387384). Plaintiffs in the suit were Cornhusker Energy Lexington, LLC and its insurer, National Union Fire Insurance Company of Pittsburgh, Pennsylvania. The suit was initiated in February 2010. Plaintiffs alleged that Cornhusker received natural gas that was transported on the TIGT System that did not meet required pipeline specifications, and as a result Cornhusker’s ethanol plant suffered an explosion and subsequent fire. Plaintiffs complaint requested monetary relief, attorney’s fees, costs and interest of approximately $3.9 million; however in connection with mediation in May 2013, Plaintiffs increased the amount of their alleged damages in a statement to the mediator. TD previously agreed to indemnify TIGT for any settlement of damage award in excess of the $3.9 million, pursuant to an Omnibus Agreement between TD and TEP, among others. The case went to trial in November 2013 and the jury returned a verdict in favor of TIGT on all claims. TIGT has filed for recovery of court costs. | |
System Failures | |
On May 4, 2013 and on June 13, 2013, a failure occurred on two separate segments of the TIGT pipeline system; one in Kimball County, Nebraska and one in Goshen County, Wyoming. The failures both resulted in the release of natural gas. Both lines were promptly brought back into service and neither failure caused any known injuries, fatalities, fires or evacuations. The costs to repair or replace the damaged section in Kimball County, Nebraska were not material. The scope and cost of additional remediation activities related to the Goshen County failure are currently being evaluated. | |
Environmental | |
TEP is subject to a variety of federal, state and local laws that regulate permitted activities relating to air and water quality, waste disposal, and other environmental matters. TEP believes that compliance with these laws will not have a material adverse impact on their business, cash flows, financial position or results of operations. However, there can be no assurances that future events, such as changes in existing laws, the promulgation of new laws, or the development of new facts or conditions will not cause TEP to incur significant costs. TEP had recorded environmental accruals of $5.0 million and $4.0 million at December 31, 2013 and December 31, 2012, respectively. | |
TMID | |
Casper and Douglas Plants, United States Environmental Protection Agency Notice of Violation | |
In March 2011, the United States Environmental Protection Agency (“U.S. EPA”) and the Wyoming Department of Environmental Quality (“WDEQ”) conducted an inspection at the Douglas and Casper Gas Plants in Wyoming. In June 2011, TMID received two letters from the U.S. EPA alleging violations at both gas plants of the Risk Management Program requirements under the Clean Air Act. TMID has executed Combined Complaint and Consent Agreements with the U.S. EPA, including monetary penalties of $158,000 for each facility, to resolve these allegations, which were approved by the U.S. EPA in September 2012. | |
Casper Plant, U.S. EPA Notice of Violation | |
In August 2011, the U.S. EPA and the WDEQ conducted an inspection of the Leak Detection and Repair (“LDAR”) Program at the Casper Gas Plant in Wyoming. In September 2011, TMID received a letter from the U.S. EPA alleging violations of the Standards of Performance of Equipment Leaks for Onshore Natural Gas Processing Plant requirements under the Clean Air Act. In April 2013, TMID received a letter from the U.S. EPA concerning settlement of this matter. Settlement negotiations with the U.S. EPA are continuing, including resolution of more recently identified LDAR issues. | |
Casper Mystery Bridge Superfund Site | |
The Casper Gas Plant is part of the Mystery Bridge Road/U.S. Highway 20 Superfund Site also known as Casper Mystery Bridge Superfund Site. Remediation work at the Casper Gas Plant has been completed and TEP has requested that the portion of the site attributable to TEP be delisted from the National Priorities List. |
Reporting_Segments
Reporting Segments | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||
Reporting Segments | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||
16. Reporting Segments | |||||||||||||||||||||||||||||||||||||||||||||||||||
Our operations are located in the United States and are organized into two reporting segments: (1) Gas Transportation and Storage, and (2) Processing. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gas Transportation and Storage | |||||||||||||||||||||||||||||||||||||||||||||||||||
The Gas Transportation and Storage segment is engaged in the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities that provide services primarily to on-system customers such as third-party local distribution companies, or LDCs, industrial users and other shippers. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Processing | |||||||||||||||||||||||||||||||||||||||||||||||||||
The Processing segment is engaged in the ownership and operation of natural gas processing, treating and fractionation facilities that produce NGLs and residue gas that is sold in local wholesale markets or delivered into pipelines for transportation to additional end markets, as well as water transportation services provided to producers. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate and Other | |||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate and Other includes corporate overhead costs incurred subsequent to the IPO on May 17, 2013 which are not directly associated with the operations of our reportable segments, such as interest and fees associated with our revolving credit facility, public company costs reimbursed to TD, and equity-based compensation expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||
These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for their respective operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Prior to the second quarter of 2013, TEP and TEP Predecessor Entity considered operating income to be its primary segment performance measure. Beginning in the second quarter of 2013, TEP began using Adjusted EBITDA as its primary segment performance measure as it provides a more meaningful measure to assess TEP’s financial condition and results of operations as a public entity. Adjusted EBITDA, a non-GAAP measure, is defined as net income before interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset disposals and gains or losses on the repurchase, redemption or early retirement of debt. | |||||||||||||||||||||||||||||||||||||||||||||||||||
The following tables set forth TEP and TEP Pre-Predecessor’s segment information for the periods indicated: | |||||||||||||||||||||||||||||||||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2013 | November 13, 2012 to | January 1, 2012 to | December 31, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||||||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | Revenue | Segment | Revenue | Revenue | Segment | Revenue | ||||||||||||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||
Gas transportation and storage | $ | 105,059 | $ | (1,920 | ) | $ | 103,139 | $ | 13,412 | $ | (96 | ) | $ | 13,316 | $ | 104,002 | $ | (696 | ) | $ | 103,306 | $ | 149,136 | $ | (601 | ) | $ | 148,535 | |||||||||||||||||||||||
Processing | 164,569 | — | 164,569 | 21,972 | — | 21,972 | 116,986 | — | 116,986 | 158,508 | — | 158,508 | |||||||||||||||||||||||||||||||||||||||
Corporate and other | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Total revenue | $ | 269,628 | $ | (1,920 | ) | $ | 267,708 | $ | 35,384 | $ | (96 | ) | $ | 35,288 | $ | 220,988 | $ | (696 | ) | $ | 220,292 | $ | 307,644 | $ | (601 | ) | $ | 307,043 | |||||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2013 | November 13, 2012 to | January 1, 2012 to | December 31, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||||||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | ||||||||||||||||||||||||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | EBITDA | EBITDA | EBITDA | EBITDA | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||
Gas transportation and storage | $ | 52,967 | $ | (1,920 | ) | $ | 51,047 | $ | 2,862 | $ | (96 | ) | $ | 2,766 | $ | 52,459 | $ | (696 | ) | $ | 51,763 | $ | 72,864 | $ | (601 | ) | $ | 72,263 | |||||||||||||||||||||||
Processing | 23,192 | 1,920 | 25,112 | 2,744 | 96 | 2,840 | 18,302 | 696 | 18,998 | 25,564 | 601 | 26,165 | |||||||||||||||||||||||||||||||||||||||
Corporate and other | (1,580 | ) | — | (1,580 | ) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Reconciliation to Income (Loss) before Income Taxes: | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense (income), net | 11,141 | 3,201 | (1,661 | ) | (2,101 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Texas Margin Taxes | — | — | 279 | 296 | |||||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense | 29,549 | 4,086 | 20,647 | 22,726 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 17,526 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Non-cash loss (gain) related to derivative instruments | 386 | (273 | ) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Non-cash compensation expense | 1,798 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | 14,179 | $ | (1,408 | ) | $ | 51,496 | $ | 77,507 | ||||||||||||||||||||||||||||||||||||||||||
TEP | |||||||||||||||||||||||||||||||||||||||||||||||||||
Total Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gas transportation and storage | $ | 636,686 | $ | 741,595 | |||||||||||||||||||||||||||||||||||||||||||||||
Processing | 326,599 | 294,219 | |||||||||||||||||||||||||||||||||||||||||||||||||
Corporate and other | 4,513 | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Total assets | $ | 967,798 | $ | 1,035,814 | |||||||||||||||||||||||||||||||||||||||||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||||||
17. Selected Quarterly Financial Data (Unaudited) | |||||||||||||||||||||||
The following tables summarize the unaudited quarterly statements operations for TEP and TEP Pre-Predecessor for 2013 and 2012: | |||||||||||||||||||||||
TEP | |||||||||||||||||||||||
Quarter Ended 2013 | |||||||||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||||||||
(in thousands, except per unit amounts) | |||||||||||||||||||||||
Total revenues | $ | 60,258 | $ | 63,402 | $ | 63,259 | $ | 80,789 | |||||||||||||||
Operating income | $ | 10,296 | $ | 8,870 | $ | 7,374 | $ | 14,170 | |||||||||||||||
Net income (loss) | $ | 5,071 | $ | (11,727 | ) | $ | 7,006 | $ | 13,829 | ||||||||||||||
Net income attributable to partners | $ | 5,071 | $ | 1,638 | $ | 140 | $ | 339 | |||||||||||||||
Net (loss) income allocable to limited partners | $ | — | (1) | $ | (13,365 | ) (2) | $ | 6,866 | $ | 13,490 | |||||||||||||
Basic net (loss) income per limited partner unit | $ | — | (1) | $ | (0.33 | ) (2) | $ | 0.17 | $ | 0.33 | |||||||||||||
Diluted net (loss) income per limited partner unit | $ | — | (1) | $ | (0.33 | ) (2) | $ | 0.17 | $ | 0.33 | |||||||||||||
(1) | No income was allocated to the limited partners until after the effective date of the IPO, May 17, 2013. | ||||||||||||||||||||||
(2) | The second quarter of 2013 represented a prorated amount of net income allocated to the limited partners, based upon the number of days between the closing of the IPO on May 17, 2013 to June 30, 2013. | ||||||||||||||||||||||
TEP Pre-Predecessor | TEP | ||||||||||||||||||||||
Quarter Ended 2012 | 2012 | ||||||||||||||||||||||
First | Second | Third | October 1, 2012 | November 13, 2012 | |||||||||||||||||||
to November 12, | to December 31, | ||||||||||||||||||||||
2012 | 2012 | ||||||||||||||||||||||
(in thousands, except per unit amounts) | (in thousands, except | ||||||||||||||||||||||
per unit amounts) | |||||||||||||||||||||||
Total revenues | $ | 66,529 | $ | 59,519 | $ | 64,478 | $ | 29,766 | $ | 35,288 | |||||||||||||
Operating income | $ | 17,657 | $ | 13,448 | $ | 12,352 | $ | 6,656 | $ | 1,311 | |||||||||||||
Net income (loss) | $ | 17,147 | $ | 13,604 | $ | 13,865 | $ | 6,880 | $ | (1,408 | ) | ||||||||||||
Net income (loss) attributable to partners | $ | 17,147 | $ | 13,604 | $ | 13,865 | $ | 6,880 | $ | (1,408 | ) |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
18. Subsequent Events | |
In January 2014, TD offered the Trailblazer Pipeline to TEP for purchase. A special committee of the Board of Directors of TEP’s general partner, consisting solely of independent directors, has been formed and is evaluating the offer with assistance from external advisors engaged by the committee. The transaction has not been executed at this time and is subject to final negotiations and approval by the special committee and by the Board of Directors of TEP’s general partner. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Basis of Presentation | ' | ||||
Basis of Presentation | |||||
The accompanying financial statements and related notes were prepared in accordance with the accounting principles contained in the Financial Accounting Standards Board’s Accounting Standards Codification, the single source of generally accepted accounting principles in the United States of America (“GAAP”). In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Certain prior period amounts have been reclassified to conform to the current presentation. | |||||
The accompanying combined financial statements for TEP Predecessor as of December 31, 2012 and for the period from November 13, 2012 to December 31, 2012, and for TEP Pre-Predecessor for the period from January 1, 2012 to November 12, 2012, are presented on a “held in use” basis. The accompanying consolidated financial statements of TEP include historical cost-basis accounts of the assets of TEP Predecessor, contributed to us by TD in connection with the IPO for the periods prior to May 17, 2013, the closing date of TEP’s IPO, and include charges from TD for direct costs and allocations of indirect corporate overhead. Management believes that the allocation methods are reasonable, and that the allocations are representative of costs that would have been incurred on a stand-alone basis. Both TEP and TEP Predecessor are considered “entities under common control” as defined under GAAP and, as such, the transfer between the entities of the assets and liabilities has been recorded by TEP at historical cost. TEP, or the Partnership, as used herein refers to the consolidated financial results and operations for TEP Predecessor from its inception through its contribution to TEP and thereafter. | |||||
The combined financial statements of the Predecessor Entities include legal entities, as detailed above, that are indirect wholly-owned subsidiaries of the Predecessor Entities. As the combined financial statements reflect TEP Predecessor and TEP Pre-Predecessor as single entities, significant intra-entity items have been eliminated in the presentation. Net equity distributions of the Predecessor Entities included in the Consolidated Statements of Partners’ Capital and Combined Statement of Cash Flows represent transfers of cash as a result of TD and TEP Pre-Predecessor Parent’s centralized cash management systems prior to May 17, 2013, under which cash balances were swept daily and recorded as loans from the subsidiaries to TD. These loans were then periodically recorded as equity distributions. | |||||
TEP’s financial results as presented on the consolidated statements of income (loss), comprehensive income and cash flows have been separated from TEP Pre-Predecessor’s combined financial results by a bold vertical black line. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
Certain amounts included in or affecting these consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on TEP or the Predecessor Entities’ business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. | |||||
Cash and Cash Equivalents | ' | ||||
Cash and Cash Equivalents | |||||
TEP and the TEP Pre-Predecessor consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||||
Prior to November 12, 2012, the TEP Pre-Predecessor Parent employed a centralized cash management system that was utilized for its wholly-owned subsidiaries. Subsequent to November 13, 2012, TIGT and TMID entered into similar cash management agreements with TD. In accordance with the cash management agreements, the subsidiary companies make loans on each business day equal to the amount swept from their depository bank accounts. At the beginning of the following month, the total of these loans for each company, less reimbursement payments under the agency agreements described below in Note 4 – Related Party Transactions, is transferred to an interest bearing account and are subsequently, periodically recorded as equity distributions. This practice was discontinued effective May 17, 2013, when TIGT and TMID were contributed to TEP. Subsequent to May 17, 2013, all payable and receivable balances between TEP and TD are cash settled. | |||||
Accounts Receivable and Allowance for Doubtful Accounts | ' | ||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||
Accounts receivable are carried at their estimated collectible amounts. TEP and TEP Pre-Predecessor make periodic reviews and evaluations of the appropriateness of the allowance for doubtful accounts based on a historical analysis of uncollected amounts, and adjustments are recorded as necessary for changed circumstances and customer-specific information. When specific receivables are determined to be uncollectible, the reserve and receivable are relieved. Our allowance for doubtful accounts totaled $0.8 million at December 31, 2013 and 2012. | |||||
Inventories | ' | ||||
Inventories | |||||
Inventories primarily consist of natural gas liquids, materials and supplies, and gas in underground storage. Natural gas liquids and gas in underground storage are recorded at the lower of historical cost or market. Materials and supplies are valued at weighted average cost and periodically reviewed for physical deterioration and obsolescence. For additional information, see “Gas in Underground Storage” below. | |||||
Accounting for Regulatory Activities | ' | ||||
Accounting for Regulatory Activities | |||||
Regulated activities are accounted for in accordance with the “Regulated Operations” Topic of the Codification. This Topic prescribes the circumstances in which the application of GAAP is affected by the economic effects of regulation. Regulatory assets and liabilities represent probable future revenues or expenses to TEP and TEP Pre-Predecessor associated with certain charges and credits that will be recovered from or refunded to customers through the ratemaking process. TEP had recorded regulatory assets of approximately $0.3 million included in “Deferred charges and other assets” in the Consolidated Balance Sheets at December 31, 2013 and 2012, respectively. Regulatory assets at December 31, 2013 were primarily attributable to costs associated with the Predecessor Entities’ participation in the TEP Pre-Predecessor entity’s postemployment benefit plans. Regulatory assets at December 31, 2012 were primarily attributable to unamortized FERC annual charge adjustments and costs associated with the Predecessor entities’ participation in the TEP Pre-Predecessor Entity’s postemployment benefit plans. | |||||
Property, Plant and Equipment | ' | ||||
Property, Plant and Equipment | |||||
Property, plant and equipment for TEP was adjusted to fair value on November 13, 2012, the date the acquisition of TIGT and TMID by TEP was completed. For additional information see Note 3 – Business Combinations. | |||||
Expenditures that increase capacities, improve efficiencies or extend useful lives are capitalized and depreciated over the remaining useful life of the asset or major asset component. We also capitalize certain costs directly related to the construction of assets, including internal labor costs, interest and engineering costs. | |||||
Routine maintenance, repairs and renewal costs are expensed as incurred. The cost of normal retirements of the regulated depreciable utility property, plant and equipment, plus the cost of removal less salvage value and any gain or loss recognized, is recorded in accumulated depreciation with no effect on current period earnings. Gains or losses are recognized upon retirement of non-regulated or regulated property, plant and equipment constituting an operating unit or system, and land, when sold or abandoned and costs of removal or salvage are expensed when incurred. | |||||
Impairment of Long-Lived Assets | ' | ||||
Impairment of Long-Lived Assets | |||||
TEP and TEP Pre-Predecessor review their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss results when the estimated undiscounted future net cash flows expected to result from the asset’s use and its eventual disposition are less than its carrying amount. Any such impairment losses at TIGT would be recorded as a regulatory asset until regulatory review regarding recoverability through the rate-making process is complete, at which time TIGT will recognize the loss if it is determined to be unrecoverable or retain as a regulatory asset and recover through their rates. | |||||
TEP and TEP Pre-Predecessor assess their long-lived assets for impairment in accordance with the relevant Codification guidance. A long-lived asset is tested for impairment whenever events or changes in circumstances indicate its carrying amount may exceed its fair value. | |||||
Examples of long-lived asset impairment indicators include: | |||||
• | a significant decrease in the market value of a long-lived asset or group; | ||||
• | a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; | ||||
• | a significant adverse change in legal factors or in the business climate could affect the value of long-lived asset or asset group, including an adverse action or assessment by a regulator which would exclude allowable costs from the rate-making process; | ||||
• | an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the long-lived asset or asset group; | ||||
• | a current period operating cash flow loss combined with a history of operating cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; and | ||||
• | a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. | ||||
When an impairment indicator is present, TEP and TEP Pre-Predecessors first assess the recoverability of the long-lived assets by comparing the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset to the carrying amount of the asset. If the carrying amount is higher than the undiscounted future cash flows, the fair value of the assets is assessed using a discounted cash flow analysis and used to determine the amount of impairment, if any, to be recognized. | |||||
Gas in Underground Storage | ' | ||||
Gas in Underground Storage | |||||
Gas in underground storage represents the cost of base gas and cushion gas, which refers to the volumes necessary to maintain pressure and deliverability requirements in TEP and TEP Pre-Predecessors’ storage facilities. TEP and TEP Pre-Predecessor record base gas and cushion gas as a component of property, plant and equipment. | |||||
TEP maintains working gas in its underground storage facilities on behalf of certain third parties. TEP receives a fee for its storage services but does not reflect the value of third party gas in the accompanying consolidated financial statements. TEP occasionally acquires volumes of working gas for its own account. These volumes of working gas are recorded as natural gas inventory at the lower of cost of market. Prior to November 12, 2012, TEP Pre-Predecessor recorded these volumes of working gas at historical cost as a component of property, plant and equipment. | |||||
Depreciation and Amortization | ' | ||||
Depreciation and Amortization | |||||
TEP Pre-Predecessor computed depreciation using a composite method employed by applying a single depreciation rate to a group of assets with similar economic characteristics. This composite method of depreciation approximates a straight-line method of depreciation. TEP has elected to continue to use the composite depreciation method for its regulated assets at TIGT. The annualized rate of depreciation at TIGT ranges from 2.50% to 12.00% for the various classes of depreciable, regulated assets. For non-regulated assets at TMID, TEP has elected to use the straight-line method of depreciation. The useful lives for the various classes of depreciable assets at TMID are as follows: | |||||
Range of | |||||
Useful Lives | |||||
(in years) | |||||
Processing & Treating | 30 | ||||
Vehicles | 10 | ||||
General & Other | 3 -13 1/3 | ||||
Gas Imbalances | ' | ||||
Gas Imbalances | |||||
Gas imbalances receivable and payable represent the difference between customer nominations and actual gas receipts from and gas deliveries to interconnecting pipelines under various operational balancing and imbalance agreements. Gas imbalances are either made up in-kind or settled in cash, subject to the terms and valuations of the various agreements. Imbalances are valued at the Average Monthly Index Price (“AMIP”) of the Colorado Interstate Gas Index (“CIG”) and Panhandle Eastern Pipeline (“PEPL”). | |||||
Deferred Financing Costs | ' | ||||
Deferred Financing Costs | |||||
Costs incurred in connection with the issuance of long-term debt are deferred and amortized over the related financing period using the effective interest method. | |||||
Deferred financing costs were allocated from TD to TEP on November 13, 2012 as discussed in Note 3 – Business Combinations. Deferred financing costs allocated from TD were amortized over the related financing period using the effective interest method and subsequently written off as a loss on extinguishment of debt upon repayment of the long-term debt allocated from TD on May 17, 2013. See Note 8 – Long-term Debt for additional information. | |||||
Goodwill | ' | ||||
Goodwill | |||||
As discussed in Note 3 – Business Combinations, we recorded $301.9 million of goodwill in connection with the acquisition of TIGT and TMID in 2012 and have adjusted the provisional amounts during 2013 for certain immaterial items related to regulatory assets and accrued liabilities assumed in the acquisition. Of the $304.5 million of goodwill at December 31, 2013, $225.3 million was assigned to the Gas Transportation and Storage segment and $79.2 million was assigned to the Processing segment. For more information regarding our segments, see Note 16 – Reporting Segments. | |||||
TEP evaluates goodwill for impairment on an annual basis during the third quarter and whenever events or changes in circumstances necessitate an evaluation for impairment. Examples of such facts and circumstances include the excess of fair value over carrying amount in the last valuation or changes in business environment. TEP evaluates goodwill impairment by reporting unit level, which is an operating segment as defined in the segment reporting guidance of the Codification, using either the qualitative assessment option or the two-step test approach depending on facts and circumstances of the reporting unit. Our reporting units are the same as our reporting segments. If TEP, after performing the qualitative assessment, determines it is “more likely than not” that the fair value of a reporting unit is greater than its carrying amount, the two-step impairment test is unnecessary. When goodwill is evaluated for impairment using the two-step test, the carrying amount of the reporting unit is compared to its fair value in Step 1 and if the fair value exceeds the carrying amount, Step 2 is unnecessary. If the carrying amount exceeds the reporting unit’s fair value, this could indicate potential impairment and Step 2 of the goodwill evaluation process is required to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. When Step 2 is necessary, the fair value of individual assets and liabilities is determined using valuations, or other observable sources of fair value, as appropriate. If the carrying amount of goodwill exceeds its implied fair value, the excess is recognized as an impairment loss. | |||||
TEP did not elect to apply the qualitative assessment option during our 2013 annual goodwill impairment testing, instead we proceeded directly to the two-step quantitative test. In Step 1 of the two-step quantitative test, we compared the fair value of each reporting unit with its respective book value, including goodwill, by using an income approach based on a discounted cash flow analysis. For the purposes of goodwill impairment testing, goodwill was allocated to our reporting units based on the enterprise value of each reporting unit at the date of acquisition. The fair value of each reporting unit was determined on a stand-alone basis from the perspective of a market participant and included a sensitivity analysis of the impact of changes in various assumptions. This approach required us to make long-term forecasts of future operating results and various other assumptions and estimates, the most significant of which are gross margin, operating expenses, general and administrative expenses, long-term growth rates and the weighted average cost of capital. The fair value of the reporting units was determined using significant unobservable inputs, considered Level 3 under the fair value hierarchy in the Codification. For each reporting unit, the results of the Step 1 impairment analysis indicated no potential impairment as the fair value of the reporting units was substantially greater than their respective book values. As a result, in accordance with the Codification guidance, Step 2 of the impairment analysis was not necessary as part of the annual impairment analysis in 2013. Unpredictable events or deteriorating market or operating conditions could result in a future change to the discounted cash flow models and cause impairments in the future. We continue to monitor potential impairment indicators to determine if a triggering event occurs and will perform additional goodwill impairment analyses as necessary. | |||||
Investment in Unconsolidated Affiliates | ' | ||||
Investment in Unconsolidated Affiliates | |||||
We use the equity method to account for investments in greater than 20% owned affiliates that are not variable interest entities and where we do not have the ability to exercise control, and for investments in less than 20% owned affiliates where we have the ability to exercise significant influence. | |||||
We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. We assess the fair value of our investments in unconsolidated affiliates using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. The difference between the carrying amount of the unconsolidated affiliates and their estimated fair value is recognized as an impairment loss when the loss in value is deemed to be other-than-temporary. | |||||
TEP’s investment in Grasslands Water Services, Inc. (“GWSI”), which owns a water transportation pipeline, is recorded under the equity method of accounting as TEP has the ability to exercise significant influence, but not control, over this investment. The investment is reported within the line item “Deferred charges and other assets” on the consolidated balance sheet. As of December 31, 2013, the carrying amount of TEP’s investment in GWSI of $1.3 million consisted of cash contributions made during the year ended December 31, 2013. There was no equity in earnings recognized for the year ended December 31, 2013. | |||||
Revenue Recognition | ' | ||||
Revenue Recognition | |||||
TEP and TEP Pre-Predecessor recognize revenues as services are rendered or goods are sold to a purchaser at a fixed and determinable price, delivery has occurred, title has transferred and collectability is reasonably assured. TEP and TEP Pre-Predecessor provide various types of natural gas storage and transportation services to their customers in which the natural gas remains the property of these customers at all times. | |||||
Natural gas liquids sales occur in the Processing segment and consist of the sale of outputs from our processing plants and the marketing of natural gas liquids that are purchased from our suppliers. | |||||
Natural gas sales occur in both the Gas Transportation and Storage segment and in the Processing segment. In the Gas Transportation and Storage segment, transportation services revenue is recognized when a portion of the natural gas transported by customers is collected as a contractual fee to compensate TEP and TEP Pre-Predecessor for fuel consumed by pipeline and storage operations. We take title and record revenue at market prices when the volumes included in the contractual fee are delivered from the customer and injected into our storage facility. When the excess volumes are eventually sold we record natural gas sales revenue at the contractual sales price and cost of sales and transportation services at average cost. In addition, when operational conditions allow, TEP and TEP Pre-Predecessor occasionally sell “cushion gas,” which refers to the minimum volume of natural gas required in order to operate the storage facility. In the Processing segment, we purchase natural gas primarily for use in our operations and for meeting contractual requirements to deliver natural gas to certain customers. In addition, some of our contractual arrangements allow us to keep a portion of the processed natural gas as compensation for processing services. We generate revenue by selling the volumes of natural gas received or purchased that exceed our business needs. | |||||
Transportation services occur in the Gas Transportation and Storage segment. In many cases (generally described as “firm service”), the customer pays a two-part rate that includes (i) a fee reserving the right to transport or store natural gas in TEP and TEP Pre-Predecessors’ facilities and (ii) a per-unit rate for volumes actually transported or injected into/withdrawn from storage. The fee-based component of the overall rate is recognized as revenue in the period the service is provided. The per-unit charge is recognized as revenue when the volumes are delivered to the customers’ agreed upon delivery point, or when the volumes are injected into/withdrawn from TEP and TEP Pre-Predecessors’ storage facilities. In other cases (generally described as “interruptible service”), there is no fee associated with the services because the customer accepts the possibility that service may be interrupted at TEP and TEP Pre-Predecessors’ discretion in order to serve customers who have purchased firm service. In the case of interruptible service, revenue is recognized in the same manner utilized for the per-unit rate for volumes actually transported under firm service agreements. In addition to “firm” and “interruptible” transportation services, TEP and TEP Pre-Predecessor also provide natural gas park and loan services to assist customers in managing short-term gas surpluses or deficits. Revenues are recognized as services are provided, based on the terms negotiated under these contracts. | |||||
Processing and other revenues primarily represent processing fees earned in the Processing segment. | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | |||||
We recognize liabilities for other commitments and contingencies when, after fully analyzing the available information, we determine it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount, or if no amount is more likely than another, we accrue the minimum of the range of probable loss. | |||||
Environmental Costs | ' | ||||
Environmental Costs | |||||
TEP and TEP Pre-Predecessor expense or capitalize, as appropriate, environmental expenditures that relate to current operations. TEP and TEP Pre-Predecessors’ expense amounts that relate to an existing condition caused by past operations that do not contribute to current or future revenue generation. TEP and TEP Pre-Predecessor do not discount environmental liabilities to a net present value, and record environmental liabilities when environmental assessments and/or remedial efforts are probable and costs can be reasonably estimated. Recording of these accruals coincides with the completion of a feasibility study or a commitment to a formal plan of action. Estimates of environmental liabilities are based on currently available facts and presently enacted laws and regulations taking into consideration the likely effects of other factors including our prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual cost or new information. | |||||
Fair Value | ' | ||||
Fair Value | |||||
Fair value, as defined in the Codification, is 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, or exit price. TEP and TEP Pre-Predecessor apply the fair value measurement guidance to financial assets and liabilities in determining the fair value of derivative assets and liabilities, and to nonfinancial assets and liabilities upon the acquisition of a business or in conjunction with the measurement of an impairment loss on an asset group or goodwill under the accounting guidance for the impairment of long-lived assets or goodwill. | |||||
The fair value measurement accounting guidance requires that TEP and TEP Pre-Predecessor make assumptions that market participants would use in pricing an asset or liability based on the best information available. These factors include nonperformance risk (the risk that the obligation will not be fulfilled) and credit risk of the reporting entity (for liabilities) and of the counterparty (for assets). The fair value measurement guidance prohibits the inclusion of transaction costs and any adjustments for blockage factors in determining the instruments’ fair value. The principal or most advantageous market should be considered from the perspective of the reporting entity. | |||||
Fair value, where available, is based on observable market prices. Where observable market prices or inputs are not available, different valuation models and techniques are applied. These models and techniques attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. The process involves varying levels of management judgment, the degree of which is dependent on the price transparency of the instruments or market and the instruments’ complexity. | |||||
To increase consistency and enhance disclosure of fair value, the Codification creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. An asset or liability’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: | |||||
• | Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; | ||||
• | Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and | ||||
• | Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). | ||||
Any transfers between levels within the fair value hierarchy are recognized at the end of the reporting period. | |||||
For information regarding financial instruments measured at fair value on a recurring basis, see Note 7 – Risk Management. For information regarding the fair value of financial instruments not measured at fair value in the Consolidated Balance Sheets, see Note 8 – Long-term Debt. | |||||
Risk Management Activities | ' | ||||
Risk Management Activities | |||||
TEP and TEP Pre-Predecessor utilize energy derivatives for the purpose of mitigating its risk resulting from fluctuations in the market price of natural gas and associated transportation. TEP and TEP Pre-Predecessor record derivative contracts at their estimated fair values as of each reporting date. TEP Pre-Predecessor designated certain derivative instruments as qualifying hedges. TEP has elected not to apply hedge accounting for these derivative instruments. For more information on TEP and TEP Pre-Predecessors’ risk management activities, see Note 7 – Risk Management. | |||||
Equity-Based Compensation | ' | ||||
Equity-Based Compensation | |||||
Equity-based compensation grants are measured at their grant date fair value and related compensation cost is recognized over the vesting period of the grant. Compensation cost for awards with graded vesting provisions is recognized on a straight-line basis over the requisite service period of each separately vesting portion of the award. As discussed in Note 13 – Equity-Based Compensation, a portion of the expense recognized relating to equity-based compensation grants is charged to TD. | |||||
Income Taxes | ' | ||||
Income Taxes | |||||
TEP and TEP Pre-Predecessor are comprised of limited liability companies that have elected to be treated as partnerships for income tax purposes. Accordingly, no provision for federal or state income taxes has been recorded in the financial statements of TEP and TEP Pre-Predecessor and the tax effects of TEP and TEP Pre-Predecessors’ activities accrue to their parents. TEP Pre-Predecessor historically incurred Texas Margin Taxes because it was a part of an affiliated group that generated sales in the State of Texas. Subsequent to the acquisition of TEP Pre-Predecessor by Tallgrass in November 2012, TEP is no longer a part of an affiliated group with sales in Texas and therefore will no longer be subject to Texas Margin Taxes or any other income-based taxes based on currently enacted tax legislation. | |||||
New Accounting Pronouncements Adopted | ' | ||||
New Accounting Pronouncements Adopted | |||||
ASU No. 2011-11, Balance Sheet (Topic 210), “Disclosures about Offsetting Assets and Liabilities” and ASU No. 2013-01, Balance Sheet (Topic 210), “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” | |||||
On December 16, 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210), “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210), “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,” which clarifies that the scope of ASU No. 2011-11 applies to derivatives accounted for in accordance with the Codification guidance for derivatives and hedging transactions, including bifurcated embedded derivatives, repurchase agreements and reverse purchase agreements, and certain securities borrowing and securities lending transactions. Entities are required to apply the amendments of ASU No. 2011-11 for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. All disclosures provided by those amendments are required to be provided retrospectively for all comparative periods presented. The adoption of ASU 2011-11 on January 1, 2013 did not have a material impact on TEP’s financial statements. | |||||
ASU No. 2013-02, Comprehensive Income (Topic 220), “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” | |||||
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220), “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component, either on the face of the statement where net income is presented or in the notes, depending on whether or not the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. ASU 2013-02 is effective for public entities prospectively for reporting periods beginning after December 15, 2012, or January 1, 2013 for TEP. The adoption of ASU 2013-02 did not have a material impact on TEP’s financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Schedule of Useful Life of Various Classes of Assets | ' | ||||
The useful lives for the various classes of depreciable assets at TMID are as follows: | |||||
Range of | |||||
Useful Lives | |||||
(in years) | |||||
Processing & Treating | 30 | ||||
Vehicles | 10 | ||||
General & Other | 3 -13 1/3 |
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||
Schedule of Fair Value of Assets and Liabilities | ' | ||||||||||||
The following table represents the fair value of assets and liabilities of TIGT and TMID, as acquired by TD on November 13, 2012. The fair value is based on TD’s allocation of the purchase price for TIGT and TMID to the assets acquired and liabilities assumed: | |||||||||||||
Preliminary | Adjustments | Final | |||||||||||
(in thousands) | |||||||||||||
Cash | $ | 1,982 | $ | — | $ | 1,982 | |||||||
Accounts receivable and gas imbalances | 29,821 | (1,670 | ) | 28,151 | |||||||||
Inventories | 2,306 | — | 2,306 | ||||||||||
Other current assets | 382 | (294 | ) | 88 | |||||||||
Property, plant and equipment | 655,722 | — | 655,722 | ||||||||||
Other noncurrent assets | 37,334 | (1,986 | ) | 35,348 | |||||||||
Accounts payable, accrued liabilities and gas imbalances | (34,137 | ) | 2,428 | (31,709 | ) | ||||||||
Current portion of long-term debt | (4,000 | ) | — | (4,000 | ) | ||||||||
Other current liabilities | (26,113 | ) | — | (26,113 | ) | ||||||||
Long-term debt | (390,373 | ) | — | (390,373 | ) | ||||||||
Other long-term liabilities and deferred credits | (1,534 | ) | (1,100 | ) | (2,634 | ) | |||||||
Net identifiable assets acquired | 271,390 | (2,622 | ) | 268,768 | |||||||||
Goodwill | 301,852 | 2,622 | 304,474 | ||||||||||
Net assets acquired | $ | 573,242 | $ | — | $ | 573,242 | |||||||
Pro Forma Revenue and Net Income Including Adjustments | ' | ||||||||||||
TEP Pre-Predecessor | |||||||||||||
Period from | Year Ended | ||||||||||||
January 1 to | December 31, | ||||||||||||
November 12, 2012 | 2011 | ||||||||||||
(in thousands) | |||||||||||||
Revenue | $ | 220,292 | $ | 307,043 | |||||||||
Net income | $ | 25,890 | $ | 48,036 | |||||||||
Pro forma revenue contains no adjustments to the historical amounts. Pro forma net income includes adjustments for the period from January 1, 2012 to November 12, 2012 to give effect to the following: | |||||||||||||
(a) | Reduction in net income to reflect additional depreciation expense associated with the increase in the cost of property, plant and equipment that resulted from the allocation of the purchase price to the fair value of the assets and liabilities acquired by TD. | ||||||||||||
(b) | Reduction in net income to reflect interest expense on the long-term debt allocated to TIGT and TMID in connection with the acquisition of TIGT and TMID by TD. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||||
Schedule of Transactions with Affiliated Companies | ' | ||||||||||||||||||
Totals of transactions with affiliated companies are as follows: | |||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Cost of sales and transportation services | $ | 131 | $ | 23 | $ | 155 | $ | 182 | |||||||||||
Charges to TEP and TEP Pre-Predecessor: (1) | |||||||||||||||||||
Property, plant and equipment, net | $ | 6,916 | $ | 190 | $ | 1,052 | $ | 1,248 | |||||||||||
Other deferred charges | $ | 1,100 | $ | 56 | $ | 130 | $ | 75 | |||||||||||
Operation and maintenance | $ | 16,273 | $ | 2,551 | $ | 12,874 | $ | 16,016 | |||||||||||
General and administrative | $ | 14,866 | (2) | $ | 5,478 | $ | 7,960 | $ | 13,156 | ||||||||||
Property, plant and equipment purchases from: | |||||||||||||||||||
KMP | $ | — | $ | — | $ | — | $ | 1 | |||||||||||
Property, plant and equipment sales to: | |||||||||||||||||||
Tallgrass Development, LP | $ | 82,990 | (3) | $ | — | $ | — | $ | — | ||||||||||
KMP | $ | — | $ | — | $ | 1,948 | $ | — | |||||||||||
NGPL PipeCo LLC | $ | — | $ | — | $ | — | $ | 4 | |||||||||||
(1) | Charges to TEP and TEP Pre-Predecessor include directly charged wages and salaries, other compensation and benefits, and shared services. | ||||||||||||||||||
(2) | During the year ended December 31, 2013, TEP reimbursed TD for general and administrative expenses pursuant to the Omnibus Agreement discussed above, resulting in allocated amounts for general and administrative costs rather than individual charges as in prior periods. | ||||||||||||||||||
(3) | Property, plant and equipment sold to TD during the year ended December 31, 2013 consists of the Pony Express Assets, as discussed in Note 6 – Property, Plant and Equipment. | ||||||||||||||||||
Schedule of Balances with Affiliates Included in Accounts Receivables and Accounts Payable in Consolidated Balance Sheets | ' | ||||||||||||||||||
Details of balances with affiliates included in “Accounts receivable” and “Accounts payable” in the Consolidated Balance Sheets are as follows: | |||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
Accounts receivable from affiliated companies: | |||||||||||||||||||
Tallgrass Operations, LLC | $ | — | $ | 6,244 | |||||||||||||||
Rockies Express Pipeline LLC | — | 219 | |||||||||||||||||
Total accounts receivable from affiliated companies | $ | — | $ | 6,463 | |||||||||||||||
Payables to affiliated companies: | |||||||||||||||||||
Note payable to TD | $ | — | $ | 1,381 | |||||||||||||||
Interest payable to TD | — | 6 | |||||||||||||||||
Accounts payable to Tallgrass Operations, LLC | 7,106 | — | |||||||||||||||||
Accounts payable to Rockies Express Pipeline LLC | 28 | — | |||||||||||||||||
Total payables to affiliated companies | $ | 7,134 | $ | 1,387 | |||||||||||||||
Schedule of Balances of Gas Imbalance with Affiliated Shippers | ' | ||||||||||||||||||
Balances of gas imbalances with affiliated shippers are as follows: | |||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
Affiliate gas balance receivables | $ | 7 | $ | — | |||||||||||||||
Affiliate gas balance payable | $ | 116 | $ | 276 | |||||||||||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Components of Inventory | ' | ||||||||
The components of inventory consisted of the following: | |||||||||
TEP | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
(in thousands) | |||||||||
Materials and supplies | $ | 1,736 | $ | 1,567 | |||||
Natural gas liquids | 1,009 | 637 | |||||||
Gas in underground storage | 2,403 | — | |||||||
Total inventory | $ | 5,148 | $ | 2,204 | |||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Components of Property Plant and Equipment | ' | ||||||||
A summary of net property, plant and equipment by classification is as follows: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
(in thousands) | |||||||||
Natural gas pipelines | $ | 339,430 | $ | 421,644 | |||||
Processing and treating assets | 209,329 | 195,108 | |||||||
Buildings | 15,479 | 15,518 | |||||||
Vehicles | 3,210 | 3,138 | |||||||
Gas in underground storage | 2,141 | 2,345 | |||||||
Land | 1,526 | 1,534 | |||||||
General and other | 2,503 | 1,207 | |||||||
Construction work in progress | 39,369 | 32,932 | |||||||
Accumulated depreciation and amortization | (18,076 | ) | (3,950 | ) | |||||
Total property, plant and equipment, net | $ | 594,911 | $ | 669,476 | |||||
Schedule of Future Minimum Rental Income Under Operating Leases | ' | ||||||||
As of December 31, 2013, future minimum rental income under non-cancelable operating leases as the lessor were as follows (in thousands): | |||||||||
Year | Total | ||||||||
2014 | $ | 1,031 | |||||||
2015 | 258 | ||||||||
2016 | — | ||||||||
2017 | — | ||||||||
2018 | — | ||||||||
Thereafter | — | ||||||||
Total | $ | 1,289 | |||||||
Risk_Management_Tables
Risk Management (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Fair Value of Derivative Contracts | ' | ||||||||||||||||||||
The following table summarizes the fair values of TEP’s derivative contracts included in the accompanying Consolidated Balance Sheets: | |||||||||||||||||||||
Balance Sheet | December 31, 2013 | December 31, 2012 | |||||||||||||||||||
Location | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Energy commodity derivative contracts | Current assets | $ | — | $ | 224 | ||||||||||||||||
Total derivative assets | $ | — | $ | 224 | |||||||||||||||||
Balance Sheet | 31-Dec-13 | 31-Dec-12 | |||||||||||||||||||
Location | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Energy commodity derivative contracts | Current liabilities | $ | 184 | $ | 23 | ||||||||||||||||
Total derivative liabilities | $ | 184 | $ | 23 | |||||||||||||||||
Derivative Contracts Included in Consolidated Statements of Income | ' | ||||||||||||||||||||
The following tables summarize the impact of derivative contracts for the years ended December 31, 2013, the periods from November 13, 2012 to December 31, 2012 and January 1, 2012 to November 12, 2012, and the year ended 2011: | |||||||||||||||||||||
Amount of gain/(loss) recognized in OCI on derivatives (effective portion) | |||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||||||
Energy commodity derivative contracts | $ | — | $ | — | $ | 1,024 | $ | 6,146 | |||||||||||||
Amount of gain/(loss) reclassified from Accumulated OCI into income (effective portion) | |||||||||||||||||||||
Location of gain/ | TEP | TEP Pre-Predecessor | |||||||||||||||||||
(loss) reclassified | |||||||||||||||||||||
from AOCI | |||||||||||||||||||||
into income | |||||||||||||||||||||
(effective portion) | Year Ended | Period from | Period from | Year Ended | |||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | — | $ | — | $ | 4,187 | $ | 3,410 | ||||||||||||
Amount of gain/(loss) recognized in income on derivatives | |||||||||||||||||||||
Location of gain/ | TEP | TEP Pre-Predecessor | |||||||||||||||||||
(loss) recognized | |||||||||||||||||||||
in income on | |||||||||||||||||||||
derivative | Year Ended | Period from | Period from | Year Ended | |||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||
Derivatives not designated as hedging contracts: | |||||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | (548 | ) | $ | 416 | $ | — | $ | — | |||||||||||
Schedule of Energy Commodity Derivative Contracts Based on Fair Value Hierarchy Established by Codification | ' | ||||||||||||||||||||
The following tables summarize the fair value measurements of TEP’s energy commodity derivative contracts as of December 31, 2013 and 2012 based on the fair value hierarchy established by the Codification: | |||||||||||||||||||||
Asset fair value measurements using | |||||||||||||||||||||
Total | Quoted prices in | Significant | Significant | ||||||||||||||||||
active markets | other observable | unobservable | |||||||||||||||||||
for identical | inputs | inputs | |||||||||||||||||||
assets | (Level 2) | (Level 3) | |||||||||||||||||||
(Level 1) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
TEP as of December 31, 2013 | |||||||||||||||||||||
Energy commodity derivative contracts | $ | — | $ | — | $ | — | $ | — | |||||||||||||
TEP as of December 31, 2012 | |||||||||||||||||||||
Energy commodity derivative contracts | $ | 224 | $ | — | $ | 224 | $ | — | |||||||||||||
Liability fair value measurements using | |||||||||||||||||||||
Total | Quoted prices in | Significant | Significant | ||||||||||||||||||
active markets | other observable | unobservable | |||||||||||||||||||
for identical | inputs | inputs | |||||||||||||||||||
assets | (Level 2) | (Level 3) | |||||||||||||||||||
(Level 1) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
TEP as of December 31, 2013 | |||||||||||||||||||||
Energy commodity derivative contracts | $ | 184 | $ | — | $ | 184 | $ | — | |||||||||||||
TEP as of December 31, 2012 | |||||||||||||||||||||
Energy commodity derivative contracts | $ | 23 | $ | — | $ | 23 | $ | — | |||||||||||||
Schedule of Energy Commodity Derivative Contracts | ' | ||||||||||||||||||||
The table below provides a summary of changes in the fair value of TEP and TEP Pre-Predecessor’s significant unobservable inputs (Level 3) energy commodity derivative contracts: | |||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||||
December 31, 2013 | November 13 to | January 1 to | December 31, 2011 | ||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||
Derivatives—net asset (liability): | |||||||||||||||||||||
Beginning of period | $ | — | $ | — | $ | (352 | ) | $ | (124 | ) | |||||||||||
Total gains or (losses) | |||||||||||||||||||||
Included in other comprehensive income | — | — | (61 | ) | (1,099 | ) | |||||||||||||||
Settlements | — | — | 156 | 871 | |||||||||||||||||
Transfers out of Level 3 | — | — | 257 | — | |||||||||||||||||
End of period | $ | — | $ | — | $ | — | $ | (352 | ) | ||||||||||||
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets held at the reporting date | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
Summary of Long Term Debt | ' | ||||||||||||||||||||
TEP’s long-term debt consisted of the following at December 31, 2013 and 2012: | |||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Borrowings under revolving credit facility | $ | 135,000 | $ | — | |||||||||||||||||
Term loan due 2018 (allocated from TD) | — | 400,000 | |||||||||||||||||||
Unamortized discount | — | (5,509 | ) | ||||||||||||||||||
Total principal | 135,000 | 394,491 | |||||||||||||||||||
Current maturities | — | (4,000 | ) | ||||||||||||||||||
Total long-term debt | $ | 135,000 | $ | 390,491 | |||||||||||||||||
Carrying Amount and Fair value of TEP's Long-term Debt | ' | ||||||||||||||||||||
The following table sets forth the carrying amount and fair value of TEP’s long-term debt, which is not measured at fair value in the Consolidated Balance Sheets as of December 31, 2013 and 2012, but for which fair value is disclosed: | |||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Quoted prices | Significant | Significant | Total | Carrying | |||||||||||||||||
in active markets | other observable | unobservable | Amount | ||||||||||||||||||
for identical | inputs (Level 2) | inputs | |||||||||||||||||||
assets (Level 1) | (Level 3) | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
31-Dec-13 | $ | — | $ | 135,000 | $ | — | $ | 135,000 | $ | 135,000 | |||||||||||
31-Dec-12 | $ | — | $ | 404,000 | $ | — | $ | 404,000 | $ | 394,491 |
Commitments_and_Contingent_Lia1
Commitments and Contingent Liabilities (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Future Minimum Operating Lease Payments | ' | ||||
At December 31, 2013, future minimum rental commitments under major non-cancelable operating leases were as follows (in thousands): | |||||
Year | Total | ||||
2014 | 363 | ||||
2015 | 378 | ||||
2016 | 317 | ||||
2017 | 256 | ||||
2018 | 143 | ||||
Thereafter | 553 | ||||
Total | $ | 2,010 | |||
Partnership_Equity_and_Distrib1
Partnership Equity and Distributions (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
Summary of Distributions | ' | ||||||||||||||||||||||
The following table shows the distributions for the year ended December 31, 2013: | |||||||||||||||||||||||
Distributions | |||||||||||||||||||||||
Limited Partners | General Partner | Distributions | |||||||||||||||||||||
Common and | per Limited | ||||||||||||||||||||||
Three Months Ended | Date Paid | Subordinated | Incentive | 2% | Total | Partner Unit | |||||||||||||||||
(in thousands, except per unit amounts) | |||||||||||||||||||||||
December 31, 2013 | February 12, 2014 | $ | 12,757 | $ | 63 | $ | 262 | $ | 13,082 | $ | 0.315 | ||||||||||||
September 30, 2013 | November 13, 2013 | 12,049 | — | 245 | 12,294 | 0.2975 | |||||||||||||||||
June 30, 2013 (1) | 13-Aug-13 | 5,759 | — | 118 | 5,877 | 0.1422 | (1) | ||||||||||||||||
-1 | The distribution declared on July 18, 2013 for the second quarter of 2013 represented a prorated amount of TEP’s MQD of $0.2875 per common unit, based upon the number of days between the closing of the IPO on May 17, 2013 to June 30, 2013. |
Net_Income_per_Limited_Partner1
Net Income per Limited Partner Unit (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Summary of Net Income Per Limited Partner Unit | ' | ||||||||||||
The following table illustrates the Partnership’s calculation of net income per common and subordinated unit for the periods indicated: | |||||||||||||
Year Ended | Period from | Period from | |||||||||||
December 31, 2013 | January 1, 2013 | May 17, 2013 to | |||||||||||
to May 16, 2013 | December 31, 2013 | ||||||||||||
(in thousands, except per unit amounts) | |||||||||||||
Net Income | $ | 14,179 | $ | 6,982 | $ | 7,197 | |||||||
General partner interest in net income | 7,188 | 6,982 | 206 | ||||||||||
Net income available to common and subordinated unitholders | $ | 6,991 | $ | — | $ | 6,991 | |||||||
Basic net income per common and subordinated unit | $ | 0.17 | $ | 0.17 | |||||||||
Diluted net income per common and subordinated unit | $ | 0.17 | $ | 0.17 | |||||||||
Basic average number of common and subordinated units outstanding | 40,450 | 40,450 | |||||||||||
Equity Participation Unit equivalent units | 1,008 | 1,008 | |||||||||||
Diluted average number of common and subordinated units outstanding | 41,458 | 41,458 | |||||||||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Summarizes Changes in EPUs Outstanding | ' | ||||||||
The following table summarizes the changes in the EPUs outstanding for the year ended December 31, 2013: | |||||||||
Shares | Weighted Average | ||||||||
Grant Date Fair Value | |||||||||
Beginning of period | — | $ | — | ||||||
Granted | 1,515,000 | 17.54 | |||||||
Forfeited | (40,750 | ) | (17.49 | ) | |||||
End of period | 1,474,250 | $ | 17.54 | ||||||
Reporting_Segments_Tables
Reporting Segments (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of TEP and TEP Pre-Predecessor's Segment Information | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||
The following tables set forth TEP and TEP Pre-Predecessor’s segment information for the periods indicated: | |||||||||||||||||||||||||||||||||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2013 | November 13, 2012 to | January 1, 2012 to | December 31, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||||||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | Revenue | Segment | Revenue | Revenue | Segment | Revenue | ||||||||||||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||
Gas transportation and storage | $ | 105,059 | $ | (1,920 | ) | $ | 103,139 | $ | 13,412 | $ | (96 | ) | $ | 13,316 | $ | 104,002 | $ | (696 | ) | $ | 103,306 | $ | 149,136 | $ | (601 | ) | $ | 148,535 | |||||||||||||||||||||||
Processing | 164,569 | — | 164,569 | 21,972 | — | 21,972 | 116,986 | — | 116,986 | 158,508 | — | 158,508 | |||||||||||||||||||||||||||||||||||||||
Corporate and other | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Total revenue | $ | 269,628 | $ | (1,920 | ) | $ | 267,708 | $ | 35,384 | $ | (96 | ) | $ | 35,288 | $ | 220,988 | $ | (696 | ) | $ | 220,292 | $ | 307,644 | $ | (601 | ) | $ | 307,043 | |||||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended | Period from | Period from | Year Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2013 | November 13, 2012 to | January 1, 2012 to | December 31, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2012 | November 12, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||||||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | ||||||||||||||||||||||||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | EBITDA | EBITDA | EBITDA | EBITDA | ||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||
Gas transportation and storage | $ | 52,967 | $ | (1,920 | ) | $ | 51,047 | $ | 2,862 | $ | (96 | ) | $ | 2,766 | $ | 52,459 | $ | (696 | ) | $ | 51,763 | $ | 72,864 | $ | (601 | ) | $ | 72,263 | |||||||||||||||||||||||
Processing | 23,192 | 1,920 | 25,112 | 2,744 | 96 | 2,840 | 18,302 | 696 | 18,998 | 25,564 | 601 | 26,165 | |||||||||||||||||||||||||||||||||||||||
Corporate and other | (1,580 | ) | — | (1,580 | ) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Reconciliation to Income (Loss) before Income Taxes: | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense (income), net | 11,141 | 3,201 | (1,661 | ) | (2,101 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Texas Margin Taxes | — | — | 279 | 296 | |||||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense | 29,549 | 4,086 | 20,647 | 22,726 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 17,526 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Non-cash loss (gain) related to derivative instruments | 386 | (273 | ) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Non-cash compensation expense | 1,798 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | 14,179 | $ | (1,408 | ) | $ | 51,496 | $ | 77,507 | ||||||||||||||||||||||||||||||||||||||||||
TEP | |||||||||||||||||||||||||||||||||||||||||||||||||||
Total Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gas transportation and storage | $ | 636,686 | $ | 741,595 | |||||||||||||||||||||||||||||||||||||||||||||||
Processing | 326,599 | 294,219 | |||||||||||||||||||||||||||||||||||||||||||||||||
Corporate and other | 4,513 | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Total assets | $ | 967,798 | $ | 1,035,814 | |||||||||||||||||||||||||||||||||||||||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||
Summary of Unaudited Quarterly Statements Operations for TEP and TEP Pre-Predecessor | ' | ||||||||||||||||||||||
The following tables summarize the unaudited quarterly statements operations for TEP and TEP Pre-Predecessor for 2013 and 2012: | |||||||||||||||||||||||
TEP | |||||||||||||||||||||||
Quarter Ended 2013 | |||||||||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||||||||
(in thousands, except per unit amounts) | |||||||||||||||||||||||
Total revenues | $ | 60,258 | $ | 63,402 | $ | 63,259 | $ | 80,789 | |||||||||||||||
Operating income | $ | 10,296 | $ | 8,870 | $ | 7,374 | $ | 14,170 | |||||||||||||||
Net income (loss) | $ | 5,071 | $ | (11,727 | ) | $ | 7,006 | $ | 13,829 | ||||||||||||||
Net income attributable to partners | $ | 5,071 | $ | 1,638 | $ | 140 | $ | 339 | |||||||||||||||
Net (loss) income allocable to limited partners | $ | — | (1) | $ | (13,365 | ) (2) | $ | 6,866 | $ | 13,490 | |||||||||||||
Basic net (loss) income per limited partner unit | $ | — | (1) | $ | (0.33 | ) (2) | $ | 0.17 | $ | 0.33 | |||||||||||||
Diluted net (loss) income per limited partner unit | $ | — | (1) | $ | (0.33 | ) (2) | $ | 0.17 | $ | 0.33 | |||||||||||||
(1) | No income was allocated to the limited partners until after the effective date of the IPO, May 17, 2013. | ||||||||||||||||||||||
(2) | The second quarter of 2013 represented a prorated amount of net income allocated to the limited partners, based upon the number of days between the closing of the IPO on May 17, 2013 to June 30, 2013. | ||||||||||||||||||||||
TEP Pre-Predecessor | TEP | ||||||||||||||||||||||
Quarter Ended 2012 | 2012 | ||||||||||||||||||||||
First | Second | Third | October 1, 2012 | November 13, 2012 | |||||||||||||||||||
to November 12, | to December 31, | ||||||||||||||||||||||
2012 | 2012 | ||||||||||||||||||||||
(in thousands, except per unit amounts) | (in thousands, except | ||||||||||||||||||||||
per unit amounts) | |||||||||||||||||||||||
Total revenues | $ | 66,529 | $ | 59,519 | $ | 64,478 | $ | 29,766 | $ | 35,288 | |||||||||||||
Operating income | $ | 17,657 | $ | 13,448 | $ | 12,352 | $ | 6,656 | $ | 1,311 | |||||||||||||
Net income (loss) | $ | 17,147 | $ | 13,604 | $ | 13,865 | $ | 6,880 | $ | (1,408 | ) | ||||||||||||
Net income (loss) attributable to partners | $ | 17,147 | $ | 13,604 | $ | 13,865 | $ | 6,880 | $ | (1,408 | ) | ||||||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||
17-May-13 | Dec. 31, 2013 | 17-May-13 | 17-May-13 | Dec. 31, 2013 | 17-May-13 | 17-May-13 | 17-May-13 | Dec. 31, 2013 | 17-May-13 | Dec. 31, 2013 | 17-May-13 | 17-May-13 | 17-May-13 | 17-May-13 | 17-May-13 | 17-May-13 | |
TIGT [Member] | Tallgrass Midstream LLC [Member] | Limited Partners [Member] | IPO [Member] | IPO [Member] | IPO [Member] | TEP Predecessor [Member] | TD [Member] | TD [Member] | TD [Member] | TD [Member] | TD [Member] | TD [Member] | Ownership Interests Held By Public [Member] | Ownership Interests Held By TD [Member] | |||
Common unitholders [Member] | Maximum [Member] | Limited Partners [Member] | Miles | Common unitholders [Member] | Subordinated unitholder [Member] | Limited Partners [Member] | IPO [Member] | ||||||||||
Organization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial public offering of common units | ' | ' | ' | ' | 14,600,000 | ' | ' | 14,600,000 | ' | ' | ' | ' | ' | ' | ' | 14,600,000 | ' |
Unit price of shares | ' | ' | ' | ' | ' | ' | ' | $21.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Partners' Capital Account, Units, Sale of public offering | ' | ' | ' | ' | ' | 1,550,000 | 1,957,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of common units | ' | $290,483,000 | ' | ' | $290,483,000 | ' | ' | $295,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional offering cost | ' | ' | ' | ' | ' | ' | ' | 5,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of common units net of additional offering cost | ' | 290,483,000 | ' | ' | ' | ' | ' | 290,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interest percentage | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common and subordinated units issued, units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,700,000 | 16,200,000 | ' | ' | ' | 9,700,000 |
Unissued common units to underwriters | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 407,500 | ' | ' | ' | ' | ' |
Long term debt assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | ' | ' | ' | ' | ' | ' | ' |
Reimbursement for a portion of capital expenditures made by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,500,000 | 85,500,000 | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of overallotment units to underwriters | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,200,000 | ' | ' | ' |
Repayment of debt assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $295,900,000 | ' | ' |
Ownership interest in common and subordinated units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | 63.00% |
Common and subordinated units in offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36.00% | 64.00% |
Subordinated unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,200,000 |
General partner units issued to Tallgrass MLP GP, LLC (the "GP") | 826,531 | 826,531 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General partner interest in TEP | 2.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gas transmission lines owned | ' | ' | ' | ' | ' | ' | ' | ' | 4,645 | ' | ' | ' | ' | ' | ' | ' | ' |
Gas transmission lines sold | ' | ' | ' | ' | ' | ' | ' | ' | 430 | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
TEP [Member] | Gas Transportation and Storage Segment [Member] | Processing Segment [Member] | Minimum [Member] | Maximum [Member] | ||||
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | $800,000 | $800,000 | ' | ' | ' | ' | ' | ' |
Regulatory assets | 300,000 | 300,000 | ' | ' | ' | ' | ' | ' |
Annualized rate of depreciation | ' | ' | ' | ' | ' | ' | 2.50% | 12.00% |
Business acquisition goodwill amount | 304,474,000 | 301,852,000 | 304,474,000 | ' | 225,300,000 | 79,200,000 | ' | ' |
Carrying amount of equity method investment | ' | ' | ' | $1,300,000 | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Useful Life of Various Classes of Assets (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Processing & Treating [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Range of useful lives | '30 years |
Vehicles [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Range of useful lives | '10 years |
Minimum [Member] | General & Other [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Range of useful lives | '3 years |
Maximum [Member] | General & Other [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Range of useful lives | '13 years 3 months 29 days |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 17-May-13 | Nov. 14, 2012 |
Business Acquisition [Line Items] | ' | ' |
Business acquisition cash paid to acquire asset | ' | $1,982,000 |
Business acquisition assumed debt to acquire asset | ' | 390,373,000 |
Net assets acquired | ' | 573,242,000 |
TEP Predecessor [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Net assets acquired | ' | 573,200,000 |
TEP Predecessor [Member] | TD [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business acquisition cash paid to acquire asset | ' | 1,800,000,000 |
Business acquisition assumed debt to acquire asset | ' | 1,500,000,000 |
TEP Predecessor [Member] | TIGT [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Equity interest percentage | ' | 100.00% |
TEP Predecessor [Member] | Tallgrass Midstream LLC [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Equity interest percentage | ' | 100.00% |
TEP Pre-Predecessor [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business combination, long-term debt | $400,000,000 | $400,000,000 |
Business_Combinations_Schedule
Business Combinations - Schedule of Fair Value of Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 14, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | ' | ' | ' |
Cash | ' | ' | $1,982 |
Accounts receivable and gas imbalances | ' | ' | 28,151 |
Inventories | ' | ' | 2,306 |
Other current assets | ' | ' | 88 |
Property, plant and equipment | ' | ' | 655,722 |
Other noncurrent assets | ' | ' | 35,348 |
Accounts payable, accrued liabilities and gas imbalances | ' | ' | -31,709 |
Current portion of long-term debt | ' | ' | -4,000 |
Other current liabilities | ' | ' | -26,113 |
Long-term debt | ' | ' | -390,373 |
Other long-term liabilities and deferred credits | ' | ' | -2,634 |
Net identifiable assets acquired | ' | ' | 268,768 |
Goodwill | 304,474 | 301,852 | 304,474 |
Net assets acquired | ' | ' | 573,242 |
Preliminary [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Cash | ' | ' | 1,982 |
Accounts receivable and gas imbalances | ' | ' | 29,821 |
Inventories | ' | ' | 2,306 |
Other current assets | ' | ' | 382 |
Property, plant and equipment | ' | ' | 655,722 |
Other noncurrent assets | ' | ' | 37,334 |
Accounts payable, accrued liabilities and gas imbalances | ' | ' | -34,137 |
Current portion of long-term debt | ' | ' | -4,000 |
Other current liabilities | ' | ' | -26,113 |
Long-term debt | ' | ' | -390,373 |
Other long-term liabilities and deferred credits | ' | ' | -1,534 |
Net identifiable assets acquired | ' | ' | 271,390 |
Goodwill | ' | ' | 301,852 |
Net assets acquired | ' | ' | 573,242 |
Adjustments [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Cash | ' | ' | ' |
Accounts receivable and gas imbalances | ' | ' | -1,670 |
Inventories | ' | ' | ' |
Other current assets | ' | ' | -294 |
Property, plant and equipment | ' | ' | ' |
Other noncurrent assets | ' | ' | -1,986 |
Accounts payable, accrued liabilities and gas imbalances | ' | ' | 2,428 |
Current portion of long-term debt | ' | ' | ' |
Other current liabilities | ' | ' | ' |
Long-term debt | ' | ' | ' |
Other long-term liabilities and deferred credits | ' | ' | -1,100 |
Net identifiable assets acquired | ' | ' | -2,622 |
Goodwill | ' | ' | 2,622 |
Net assets acquired | ' | ' | ' |
Business_Combinations_Pro_Form
Business Combinations - Pro Forma Revenue and Net Income Including Adjustments (Detail) (TEP Pre-Predecessor [Member], USD $) | 10 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Nov. 12, 2012 | Dec. 31, 2011 |
TEP Pre-Predecessor [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenue | $220,292 | $307,043 |
Net income | $25,890 | $48,036 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | 17-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
TD [Member] | TD [Member] | Pony Express Project [Member] | Pony Express Project [Member] | Scenario [Member] | |||
TEP [Member] | TD [Member] | Public Company Expense [Member] | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Expected public company cost reimbursement | ' | ' | ' | ' | ' | ' | $625,000 |
Prepayments and other current assets | 16,986,000 | 47,000 | ' | ' | 17,000,000 | ' | ' |
Equity reimbursement for a portion of capital expenditures made by related party | ' | ' | ' | ' | ' | 4,300,000 | ' |
Reimbursement for a portion of capital expenditures made by related party | ' | ' | $85,500,000 | $85,500,000 | ' | $30,400,000 | ' |
Related_Party_Transactions_Sch
Related Party Transactions - Schedule of Transactions with Affiliated Companies (Detail) (USD $) | 2 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Nov. 12, 2012 | Dec. 31, 2011 | Nov. 12, 2012 | Dec. 31, 2011 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 |
KMP [Member] | KMP [Member] | TD [Member] | TD [Member] | NGPL PipeCo LLC Member [Member] | NGPL PipeCo LLC Member [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Operation and maintenance [Member] | Operation and maintenance [Member] | Operation and maintenance [Member] | Operation and maintenance [Member] | Property, plant and equipment, net [Member] | Property, plant and equipment, net [Member] | Property, plant and equipment, net [Member] | Property, plant and equipment, net [Member] | Other deferred charges [Member] | Other deferred charges [Member] | Other deferred charges [Member] | Other deferred charges [Member] | |||
KMP [Member] | KMP [Member] | TD [Member] | TD [Member] | NGPL PipeCo LLC Member [Member] | NGPL PipeCo LLC Member [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of sales and transportation services related to transactions with affiliated companies | $23 | $131 | ' | ' | ' | ' | ' | ' | $155 | $182 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Costs Capitalized related to transactions with affiliated companies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190 | 6,916 | 1,052 | 1,248 | 56 | 1,100 | 130 | 75 |
Expenses related to transactions with affiliated companies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,551 | 16,273 | 12,874 | 16,016 | ' | ' | ' | ' | ' | ' | ' | ' |
General and administrative shared service expenses related to transactions with affiliated companies | 5,478 | 14,866 | ' | ' | ' | ' | ' | ' | 7,960 | 13,156 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment purchases | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment sales | ' | ' | ' | ' | ' | $82,990 | ' | ' | ' | ' | $1,948 | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Sch1
Related Party Transactions - Schedule of Balances with Affiliates Included in Accounts Receivables and Accounts Payable in Consolidated Balance Sheets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ' | ' |
Total accounts receivable from affiliated companies | ' | $6,463 |
Note payable to affiliated companies | ' | 1,387 |
Accounts payable to affiliated companies | 7,134 | ' |
Total payables to affiliated companies | 7,134 | 1,387 |
Tallgrass Operations, LLC [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Total accounts receivable from affiliated companies | ' | 6,244 |
Accounts payable to affiliated companies | 7,106 | ' |
Rockies Express Pipeline LLC [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Total accounts receivable from affiliated companies | ' | 219 |
Accounts payable to affiliated companies | 28 | ' |
TD [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Note payable to affiliated companies | ' | 1,381 |
Interest payable to affiliated companies | ' | $6 |
Related_Party_Transactions_Sch2
Related Party Transactions - Schedule of Balances of Gas Imbalance with Affiliated Shippers (Detail) (Affiliated Shippers [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Affiliated Shippers [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Affiliate gas balance receivables | $7 | ' |
Affiliate gas balance payable | $116 | $276 |
Inventory_Schedule_of_Componen
Inventory - Schedule of Components of Inventory (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Materials and supplies | $1,736 | $1,567 |
Natural gas liquids | 1,009 | 637 |
Gas in underground storage | 2,403 | ' |
Total inventory | $5,148 | $2,204 |
Property_Plant_and_Equipment_C
Property Plant and Equipment - Components of Property Plant and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation and amortization | ($18,076) | ($3,950) |
Total property, plant and equipment, net | 594,911 | 669,476 |
Gas in underground storage [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 2,141 | 2,345 |
Natural gas pipelines [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 339,430 | 421,644 |
Processing & Treating [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 209,329 | 195,108 |
Buildings [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 15,479 | 15,518 |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 3,210 | 3,138 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 1,526 | 1,534 |
General and other [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 2,503 | 1,207 |
Construction work in progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | $39,369 | $32,932 |
Property_Plant_and_Equipment_A
Property, Plant and Equipment - Additional Information (Detail) (USD $) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Capitalized interest | $9,000 | $15,000 | $752,000 | $34,000 |
Rental Income | 145,000 | ' | 1,000,000 | ' |
Natural gas pipelines [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Gas transmission lines sold | ' | ' | 430 | ' |
Net book value of assets | ' | ' | 83,000,000 | ' |
Gain or loss recognized | ' | ' | $0 | ' |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Schedule of Future Minimum Rental Income Under Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Operating Leases Future Minimum Payments Receivable [Abstract] | ' |
2014 | $1,031 |
2015 | 258 |
2016 | ' |
2017 | ' |
2018 | ' |
Thereafter | ' |
Total | $1,289 |
Risk_Management_Additional_Inf
Risk Management - Additional Information (Detail) (USD $) | 10 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | |
Nov. 12, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
TEP Pre-Predecessor [Member] | Significant unobservable inputs (Level 3) [Member] | Significant unobservable inputs (Level 3) [Member] | Significant unobservable inputs (Level 3) [Member] | Significant unobservable inputs (Level 3) [Member] | Commodity [Member] | |
TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Bcf | ||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' |
Recognition of gain or loss on derivatives associated with the ineffectiveness of hedges | $0 | ' | ' | ' | ' | ' |
Gain or loss reclassified into earnings as a result of the discontinuance of cash flow hedges | 0 | ' | ' | ' | ' | ' |
Derivative volumes | ' | ' | ' | ' | ' | 0.8 |
Derivative liabilities with a fair value | ' | ' | ' | $257,000 | ' | ' |
Risk_Management_Schedule_of_Fa
Risk Management - Schedule of Fair Value of Derivative Contracts (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Total derivative assets | ' | $224 |
Total derivative liabilities | 184 | 23 |
Energy commodity derivative contracts [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Total derivative assets | ' | 224 |
Total derivative liabilities | 184 | 23 |
Energy commodity derivative contracts [Member] | Current assets [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Total derivative assets | ' | 224 |
Energy commodity derivative contracts [Member] | Current liabilities [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Total derivative liabilities | $184 | $23 |
Risk_Management_Derivative_Con
Risk Management - Derivative Contracts Included in Consolidated Statements of Income (Detail) (Energy commodity derivative contracts [Member], USD $) | 2 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Nov. 12, 2012 | Dec. 31, 2011 |
Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Derivatives not designated as hedging contracts [Member] | Derivatives not designated as hedging contracts [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | |
Derivatives in cash flow hedging relationships [Member] | Derivatives in cash flow hedging relationships [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Derivatives not designated as hedging contracts [Member] | Derivatives not designated as hedging contracts [Member] | |||
Derivatives in cash flow hedging relationships [Member] | Derivatives in cash flow hedging relationships [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of gain/(loss) recognized in OCI on derivative (effective portion) | ' | ' | ' | ' | $1,024 | $6,146 | ' | ' |
Amount of gain/(loss) reclassified from Accumulated OCI into income (effective portion) | ' | ' | ' | ' | 4,187 | 3,410 | ' | ' |
Amount of gain/(loss) recognized in income on derivative | ' | ' | $416 | ($548) | ' | ' | ' | ' |
Location of gain/(loss) reclassified from AOCI into income (effective portion) | 'Natural gas sales | 'Natural gas sales | ' | ' | 'Natural gas sales | 'Natural gas sales | ' | ' |
Location of gain/(loss) recognized in income on derivative | ' | ' | 'Natural gas sales | 'Natural gas sales | ' | ' | 'Natural gas sales | 'Natural gas sales |
Risk_Management_Schedule_of_En
Risk Management - Schedule of Energy Commodity Derivative Contracts Based on Fair Value Hierarchy Established by Codification (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | ' | $224 |
Energy commodity derivative contracts | 184 | 23 |
Energy commodity derivative contracts [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | ' | 224 |
Energy commodity derivative contracts | 184 | 23 |
Quoted prices in active markets for identical assets (Level 1) [Member] | Energy commodity derivative contracts [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | ' | ' |
Energy commodity derivative contracts | ' | ' |
Significant other observable inputs (Level 2) [Member] | Energy commodity derivative contracts [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | ' | 224 |
Energy commodity derivative contracts | 184 | 23 |
Significant unobservable inputs (Level 3) [Member] | Energy commodity derivative contracts [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | ' | ' |
Energy commodity derivative contracts | ' | ' |
Risk_Management_Schedule_of_En1
Risk Management - Schedule of Energy Commodity Derivative Contracts (Detail) (Significant unobservable inputs (Level 3) [Member], USD $) | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 |
TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Beginning of period | ' | ' | ($352) | ($124) |
Total gains or (losses) Included in other comprehensive income | ' | ' | -61 | -1,099 |
Settlements | ' | ' | 156 | 871 |
Transfers out of Level 3 | ' | ' | 257 | ' |
End of period | ' | ' | ' | -352 |
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets held at the reporting date | ' | ' | ' | ' |
Longterm_Debt_Summary_of_Long_
Long-term Debt - Summary of Long Term Debt (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Borrowings under revolving credit facility | $135,000 | ' |
Term loan due 2018 (allocated from TD) | ' | 400,000 |
Unamortized discount | ' | -5,509 |
Total principal | 135,000 | 394,491 |
Current maturities | ' | -4,000 |
Total long-term debt | $135,000 | $390,491 |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2013 | 17-May-13 | 17-May-13 | Dec. 31, 2013 | 17-May-13 | 17-May-13 | 17-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | 17-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | 17-May-13 | 17-May-13 | 17-May-13 | Nov. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Senior Revolving Credit Facility [Member] | Senior Revolving Credit Facility [Member] | Senior Revolving Credit Facility [Member] | Swingline Loan [Member] | Letter of Credit [Member] | Letter of Credit [Member] | Us Federal Fund [Member] | Eurodollar [Member] | Eurodollar [Member] | Base Rate [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | TD [Member] | TD [Member] | TD [Member] | TD [Member] | TD [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Normal [Member] | Certain Acquisition Waiver [Member] | ||||
Barclays Bank [Member] | Senior Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Swingline Loan [Member] | Swingline Loan [Member] | Eurodollar [Member] | Base Rate [Member] | Eurodollar [Member] | Base Rate [Member] | Limited Partners [Member] | Senior Revolving Credit Facility [Member] | Senior Revolving Credit Facility [Member] | Maximum [Member] | Maximum [Member] | |||||||||||||||
Limited Partners [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity under new credit agreement | ' | ' | $500,000,000 | ' | ' | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility maturity date | ' | ' | ' | ' | ' | 17-May-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Borrowing Capacity | ' | 135,000,000 | ' | 231,000,000 | 135,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt assumed from TD | ' | ' | ' | 104,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of additional shares by underwriter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,200,000 | ' | 31,200,000 | ' | ' | ' | ' |
Reimbursement for a portion of capital expenditures made by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,500,000 | 85,500,000 | ' | 85,500,000 | ' | ' | ' | ' | ' |
Increase in revolving borrowings | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Borrowing Capacity | ' | ' | ' | ' | ' | ' | 40,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issued | ' | ' | ' | ' | ' | ' | ' | ' | 654,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility remaining borrowing capacity | ' | ' | ' | ' | 364,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.75 | 5.25 |
Consolidated interest coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing interest rate margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | 2.00% | 1.00% | ' | 3.00% | 2.00% | ' | ' | 2.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility commitment fee | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate on outstanding borrowings | ' | 2.52% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | 400,000,000 | ' | ' |
Loss on extinguishment of debt | ' | $17,526,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Longterm_Debt_Carrying_Amount_
Long-term Debt - Carrying Amount and Fair Value of TEP's Long-term Debt (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Fair Value | $135,000 | $404,000 |
Carrying Amount | 135,000 | 394,491 |
Quoted prices in active markets for identical assets (Level 1) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fair Value | ' | ' |
Significant other observable inputs (Level 2) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fair Value | 135,000 | 404,000 |
Significant unobservable inputs (Level 3) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fair Value | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' |
Rent expense on property leases and equipment leases | $37,000 | $206,000 | $278,000 | $248,000 |
Scenario, Plan [Member] | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' |
Committed for future purchase property plant equipment | ' | ' | 1,900,000 | ' |
Scenario, Plan [Member] | Pony Express Abandonment [Member] | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' |
Committed for future purchase property plant equipment | ' | ' | $23,400,000 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Future Minimum Operating Lease Payments (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $363 |
2015 | 378 |
2016 | 317 |
2017 | 256 |
2018 | 143 |
Thereafter | 553 |
Total | $2,010 |
Partnership_Equity_and_Distrib2
Partnership Equity and Distributions - Additional Information (Detail) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
In Millions, except Share data, unless otherwise specified | 17-May-13 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | 17-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | 17-May-13 | 17-May-13 |
TEP Pre-Predecessor [Member] | Thereafter [Member] | First Target Distribution [Member] | Second Target Distribution [Member] | Third Target Distribution [Member] | Minimum Quarterly Distribution [Member] | TD [Member] | TD [Member] | TD [Member] | TD [Member] | TD [Member] | |||||||
Limited Partners [Member] | Common unitholders [Member] | Subordinated unitholder [Member] | |||||||||||||||
Limited Partners' Capital Account [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common and subordinated units issued, units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,700,000 | 16,200,000 |
Minimum Quarterly Distribution to Common unit holder | ' | ' | $0.32 | $0.30 | $0.14 | ' | ' | ' | ' | ' | ' | $0.29 | ' | ' | ' | ' | ' |
General partner units issued to Tallgrass MLP GP, LLC (the "GP") | 826,531 | ' | 826,531 | ' | ' | 826,531 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General partner interest in TEP | 2.00% | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increasing incentive distribution right | ' | ' | ' | ' | ' | ' | ' | ' | 13.00% | 23.00% | 48.00% | ' | ' | ' | ' | ' | ' |
Incentive distribution per unit | ' | ' | ' | ' | ' | ' | ' | ' | $0.30 | $0.35 | $0.43 | ' | ' | ' | ' | ' | ' |
Percentage of unit holders | ' | ' | ' | ' | ' | ' | ' | 50.00% | 98.00% | 85.00% | 75.00% | ' | ' | ' | ' | ' | ' |
Percentage of general partner | ' | ' | ' | ' | ' | ' | ' | 50.00% | 2.00% | 15.00% | 25.00% | ' | ' | ' | ' | ' | ' |
Distributions to Affiliates | ' | $0 | ' | ' | ' | ' | $57.70 | ' | ' | ' | ' | ' | ' | $118.50 | ' | ' | ' |
Reimbursement for a portion of capital expenditures made by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.5 | 85.5 | ' | ' | ' |
Purchase of additional shares by underwriter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $31.20 | ' | ' |
Partnership_Equity_and_Distrib3
Partnership Equity and Distributions - Summary of Distributions (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 |
Distribution Made to Limited Partner [Line Items] | ' | ' | ' | ' |
Distributions Limited Partners Common | $12,757 | $12,049 | $5,759 | ' |
Distributions | 13,082 | 12,294 | 5,877 | 18,171 |
Distributions per Limited Partner Unit | $0.32 | $0.30 | $0.14 | ' |
General Partner [Member] | ' | ' | ' | ' |
Distribution Made to Limited Partner [Line Items] | ' | ' | ' | ' |
Distributions General Partner Incentive | 63 | ' | ' | ' |
Distributions | $262 | $245 | $118 | $363 |
Net_Income_per_Limited_Partner2
Net Income per Limited Partner Unit - Summary of Net Income Per Limited Partner Unit (Detail) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 7 Months Ended | 12 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | 17-May-13 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 16-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) | ' | ($1,408) | $13,829 | $7,006 | ($11,727) | $5,071 | $6,982 | $7,197 | $14,179 | $77,507 |
General partner interest in net income (loss) | ' | ' | ' | ' | ' | ' | 6,982 | 206 | 7,188 | ' |
Net income (loss) available to common and subordinated unitholders | $0 | ' | $13,490 | $6,866 | ($13,365) | ' | ' | $6,991 | $6,991 | ' |
Basic net loss per common and subordinated unit | ' | ' | $0.33 | $0.17 | ($0.33) | ' | ' | $0.17 | $0.17 | ' |
Diluted net loss per common and subordinated unit | ' | ' | $0.33 | $0.17 | ($0.33) | ' | ' | $0.17 | $0.17 | ' |
Basic average number of common and subordinated units outstanding | ' | ' | ' | ' | ' | ' | ' | 40,450 | 40,450 | ' |
Equity Participation Unit equivalent units | ' | ' | ' | ' | ' | ' | ' | 1,008 | 1,008 | ' |
Diluted average number of common and subordinated units outstanding | ' | ' | ' | ' | ' | ' | ' | 41,458 | 41,458 | ' |
Major_Customers_and_Concentrat1
Major Customers and Concentration of Credit Risk - Additional Information (Detail) (USD $) | 2 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 12, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
TIGT [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Phillips 66 [Member] | Top Ten Non-Affiliated Customers [Member] | |||||||
MMBTU | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Customer | |||||||||||||||
Concentration Of Credit Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | $35,288,000 | $80,789,000 | $63,259,000 | $63,402,000 | $60,258,000 | $267,708,000 | ' | $29,766,000 | $64,478,000 | $59,519,000 | $66,529,000 | $220,292,000 | $307,043,000 | $11,200,000 | $102,000,000 | $68,900,000 | $101,300,000 | ' |
Concentration of risk percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32.00% | 38.00% | 31.00% | 33.00% | ' |
Average natural gas production per day | ' | ' | ' | ' | ' | ' | 356,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from firm transportation and storage contracts | ' | ' | ' | ' | ' | ' | 93.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of revenue from major customers | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayments received from customers | $3,400,000 | $2,800,000 | ' | ' | ' | $2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Major Customers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 |
Equity_Based_Compensation_Addi
Equity Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Jun. 26, 2013 | Dec. 31, 2013 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
LTIP expiration period | ' | 13-May-23 |
Share-based compensation expense related to the EPU grants recognized | ' | 4.2 |
Compensation cost related to nonvested EPUs expected to be recognized | ' | 18.3 |
Weighted average period in which compensation cost related to nonvested EPUs expected to be recognized | ' | '2 years 8 months 12 days |
Maximum [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Equity participation units granted | ' | 10,000,000 |
TEP [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Share-based compensation expense related to the EPU grants recognized | ' | 1.8 |
Equity Participation Unit [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Equity participation units granted | 1,490,000 | 1,515,000 |
Number of units issued | 177,500 | ' |
Equity Participation Unit [Member] | Maximum [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Equity participation units granted | 1,500,000 | ' |
Pony Express Project [Member] | Equity Participation Unit [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Pony Express gas transmission lines converted to oil | 690 | ' |
Equity_Based_Compensation_Summ
Equity Based Compensation - Summarizes Changes in EPUs Outstanding (Detail) (Equity Participation Unit [Member], USD $) | 0 Months Ended | 12 Months Ended |
Jun. 26, 2013 | Dec. 31, 2013 | |
Equity Participation Unit [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Beginning of period, Shares | ' | ' |
Granted, Shares | 1,490,000 | 1,515,000 |
Forfeited, Shares | ' | -40,750 |
End of period, Shares | ' | 1,474,250 |
Beginning of period, Weighted Average Grant Date Fair Value | ' | ' |
Granted, Weighted Average Grant Date Fair Value | ' | $17.54 |
Forfeited, Weighted Average Grant Date Fair Value | ' | ($17.49) |
End of period, Weighted Average Grant Date Fair Value | ' | $17.54 |
Legal_and_Environmental_Matter1
Legal and Environmental Matters - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 30-May-13 | Sep. 30, 2012 | Dec. 31, 2009 | Dec. 31, 2012 | Mar. 23, 2009 | Sep. 21, 2012 | Feb. 29, 2012 |
Cornhusker Energy Lexington Plant Explosion [Member] | Tallgrass Midstream LLC [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Predecessor [Member] | Elkhorn Construction Inc [Member] | Elkhorn Construction Inc [Member] | Conoco Philips NGL [Member] | |||
Elkhorn Mechanic Lien [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | ||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate reserves for all claims | $300,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of damages sought in claim | ' | ' | 3,900,000 | ' | ' | ' | ' | 4,900,000 | ' | ' |
Settlement amount awarded | ' | ' | ' | ' | ' | ' | ' | ' | 4,700,000 | ' |
Interest rate on mechanics lien | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' |
Payment of damages | ' | ' | ' | ' | ' | ' | ' | ' | 5,900,000 | 1,100,000 |
Lien claim expense paid | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' |
Amount recognized to settle the issue with the affiliated refinery that received the product from ConocoPhillips | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' |
Amount recovered from two parties who delivered the contested product | ' | ' | ' | ' | ' | ' | 350,000 | ' | ' | ' |
Environmental accruals | 5,000,000 | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Environmental remediation expense per facility (Douglas and Casper Gas Plants) | ' | ' | ' | ' | $158,000 | ' | ' | ' | ' | ' |
Reporting_Segments_Additional_
Reporting Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 2 |
Reporting_Segments_Summary_of_
Reporting Segments - Summary of TEP and TEP Pre-Predecessor's Segment Information (Detail) (USD $) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 7 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 16-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Nov. 12, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2011 |
TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Inter-Segment [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Gas Transportation and Storage Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Processing Segment [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | Corporate and Other [Member] | ||||||||||
TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Inter-Segment [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | Net Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | External Adjusted EBITDA [Member] | ||||||||||||||||||||||||||||
TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales and revenues | $35,288 | $80,789 | $63,259 | $63,402 | $60,258 | ' | ' | $267,708 | ' | $29,766 | $64,478 | $59,519 | $66,529 | $220,292 | $307,043 | $35,384 | $269,628 | $220,988 | $307,644 | ($96) | ($1,920) | ($696) | ($601) | ' | ' | ' | ' | $13,316 | $103,139 | $103,306 | $148,535 | $13,412 | $105,059 | $104,002 | $149,136 | ($96) | ($1,920) | ($696) | ($601) | ' | ' | ' | ' | ' | ' | ' | ' | $21,972 | $164,569 | $116,986 | $158,508 | $21,972 | $164,569 | $116,986 | $158,508 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -96 | -1,920 | -696 | -601 | 2,862 | 52,967 | 52,459 | 72,864 | 2,766 | 51,047 | 51,763 | 72,263 | ' | ' | ' | ' | ' | ' | ' | ' | 96 | 1,920 | 696 | 601 | 2,744 | 23,192 | 18,302 | 25,564 | 2,840 | 25,112 | 18,998 | 26,165 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,580 | ' | ' | ' | -1,580 | ' | ' |
Reconciliation to Income (Loss) before Income Taxes: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense (income), net | -235 | ' | ' | ' | ' | ' | ' | 2,113 | ' | ' | ' | ' | ' | -1,661 | -2,101 | ' | ' | ' | ' | ' | ' | ' | ' | 3,201 | 11,141 | -1,661 | -2,101 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Texas Margin Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 279 | 296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 279 | 296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization expense | 4,086 | ' | ' | ' | ' | ' | ' | 29,549 | ' | ' | ' | ' | ' | 20,647 | 22,726 | ' | ' | ' | ' | ' | ' | ' | ' | 4,086 | 29,549 | 20,647 | 22,726 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | -17,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash loss (gain) related to derivative instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -273 | 386 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash compensation expense | ' | ' | ' | ' | ' | ' | ' | 1,798 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,798 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) before income taxes | -1,408 | 13,829 | 7,006 | -11,727 | 5,071 | 6,982 | 7,197 | 14,179 | 77,507 | 6,880 | 13,865 | 13,604 | 17,147 | 51,496 | 77,507 | ' | ' | ' | ' | ' | ' | ' | ' | -1,408 | 14,179 | 51,496 | 77,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment assets | $1,035,814 | $967,798 | ' | ' | ' | ' | $967,798 | $967,798 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $741,595 | $636,686 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $294,219 | $326,599 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,513 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) - Summary of Unaudited Quarterly Statements Operations for TEP and TEP Pre-Predecessor (Detail) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 7 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | 17-May-13 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 16-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Nov. 12, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2011 |
TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | TEP Pre-Predecessor [Member] | |||||||||||
Quarterly Financial Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | $35,288 | $80,789 | $63,259 | $63,402 | $60,258 | ' | ' | $267,708 | ' | $29,766 | $64,478 | $59,519 | $66,529 | $220,292 | $307,043 |
Operating income | ' | 1,311 | 14,170 | 7,374 | 8,870 | 10,296 | ' | ' | 40,710 | ' | 6,656 | 12,352 | 13,448 | 17,657 | 50,113 | 75,499 |
Net Income (Loss) | ' | -1,408 | 13,829 | 7,006 | -11,727 | 5,071 | 6,982 | 7,197 | 14,179 | 77,507 | 6,880 | 13,865 | 13,604 | 17,147 | 51,496 | 77,507 |
Net income (loss) attributable to partners | ' | -1,408 | 339 | 140 | 1,638 | 5,071 | ' | ' | ' | ' | 6,880 | 13,865 | 13,604 | 17,147 | ' | ' |
Net (loss) income allocable to limited partners | $0 | ' | $13,490 | $6,866 | ($13,365) | ' | ' | $6,991 | $6,991 | ' | ' | ' | ' | ' | ' | ' |
Basic net (loss) income per limited partner unit | ' | ' | $0.33 | $0.17 | ($0.33) | ' | ' | $0.17 | $0.17 | ' | ' | ' | ' | ' | ' | ' |
Diluted net (loss) income per limited partner unit | ' | ' | $0.33 | $0.17 | ($0.33) | ' | ' | $0.17 | $0.17 | ' | ' | ' | ' | ' | ' | ' |
Selected_Quarterly_Financial_D3
Selected Quarterly Financial Data (Unaudited) - Summary of Unaudited Quarterly Statements Operations for TEP and TEP Pre-Predecessor (Parenthetical) (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | 17-May-13 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Income allocated to limited partners | $0 | $13,490 | $6,866 | ($13,365) | $6,991 | $6,991 |