Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |||
Sep. 30, 2014 | Oct. 28, 2014 | Oct. 28, 2014 | Oct. 28, 2014 | |
Common Units [Member] | Subordinated Units [Member] | General Partner Units [Member] | ||
Document Information [Line Items] | ' | ' | ' | ' |
Document Type | '10-Q | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' | ' |
Trading Symbol | 'TEP | ' | ' | ' |
Entity Registrant Name | 'TALLGRASS ENERGY PARTNERS, LP | ' | ' | ' |
Entity Central Index Key | '0001569134 | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 32,805,480 | 16,200,000 | 834,391 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash and cash equivalents | $885,000 | $0 |
Accounts receivable, net | 29,194,000 | 30,033,000 |
Notes Receivable, Related Parties, Current | 237,537,000 | 0 |
Gas imbalances | 1,778,000 | 3,128,000 |
Inventories | 91,793,000 | 5,549,000 |
Prepayments and other current assets | 23,120,000 | 16,986,000 |
Total Current Assets | 384,307,000 | 55,696,000 |
Property, plant and equipment, net | 1,779,749,000 | 1,116,806,000 |
Goodwill | 343,288,000 | 334,715,000 |
Intangible asset, net | 106,556,000 | 102,567,000 |
Unconsolidated investment | 0 | 1,255,000 |
Deferred financing costs | 5,914,000 | 4,512,000 |
Deferred charges and other assets | 15,721,000 | 15,862,000 |
Total Assets | 2,635,535,000 | 1,631,413,000 |
Current Liabilities: | ' | ' |
Accounts payable, including $96,831 and $89,212 related to variable interest entities | 122,616,000 | 149,452,000 |
Accounts payable to related parties, including $20,519 and $0 related to variable interest entities | 23,596,000 | 7,137,000 |
Gas imbalances | 2,785,000 | 3,664,000 |
Derivative liabilities at fair value | 44,000 | 184,000 |
Accrued taxes | 4,156,000 | 5,520,000 |
Accrued other current liabilities, including $92,922 and $0 related to variable interest entities | 105,619,000 | 16,783,000 |
Total Current Liabilities | 258,816,000 | 182,740,000 |
Long-term debt | 568,000,000 | 135,000,000 |
Other long-term liabilities and deferred credits | 6,776,000 | 4,572,000 |
Total Long-term Liabilities | 574,776,000 | 139,572,000 |
Commitments and Contingencies | ' | ' |
Equity: | ' | ' |
General partner 834,391 and 826,531 units issued and outstanding at September 30, 2014 and December 31, 2013 | -38,659,000 | 14,078,000 |
Total Partnersb Equity | 1,030,050,000 | 991,162,000 |
Noncontrolling interests | 771,893,000 | 317,939,000 |
Total Equity | 1,801,943,000 | 1,309,101,000 |
Total Liabilities and Equity | 2,635,535,000 | 1,631,413,000 |
Common unitholders | ' | ' |
Equity: | ' | ' |
Unitholders | 795,315,000 | 455,197,000 |
Subordinated unitholder | ' | ' |
Equity: | ' | ' |
Unitholders | 273,394,000 | 274,666,000 |
Predecessor | ' | ' |
Equity: | ' | ' |
Total Partnersb Equity | $0 | $247,221,000 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Accounts payable, including $96,831 and $89,212 related to variable interest entities | $122,616,000 | $149,452,000 |
Accrued other current liabilities, including $92,922 and $0 related to variable interest entities | 105,619,000 | 16,783,000 |
Accounts Payable, Related Parties, Current | 23,596,000 | 7,137,000 |
General partner units issued (in shares) | 834,391 | 826,531 |
General partner units outstanding (in shares) | 834,391 | 826,531 |
Common unitholders | ' | ' |
Unitholders units issued (in shares) | ' | 24,300,000 |
Unitholders units outstanding (in shares) | 32,805,480 | 24,300,000 |
Subordinated unitholder | ' | ' |
Unitholders units issued (in shares) | 16,200,000 | 16,200,000 |
Unitholders units outstanding (in shares) | 16,200,000 | 16,200,000 |
Variable Interest Entity, Primary Beneficiary [Member] | ' | ' |
Accounts payable, including $96,831 and $89,212 related to variable interest entities | 96,831 | 89,212 |
Accrued other current liabilities, including $92,922 and $0 related to variable interest entities | 92,922 | 0 |
Accounts Payable, Related Parties, Current | $20,519 | ' |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Natural gas liquids sales | $47,321 | $32,216 | $132,557 | $97,307 |
Natural gas sales | 1,809 | 3,381 | 9,330 | 8,079 |
Transportation services | 30,745 | 28,916 | 95,418 | 89,443 |
Processing and other revenues | 10,078 | 4,205 | 24,747 | 8,924 |
Total Revenues | 89,953 | 68,718 | 262,052 | 203,753 |
Operating Costs and Expenses: | ' | ' | ' | ' |
Cost of sales and transportation services | 49,096 | 35,004 | 144,921 | 101,447 |
Operations and maintenance | 9,961 | 9,277 | 28,029 | 25,869 |
Depreciation and amortization | 10,071 | 9,870 | 27,905 | 30,106 |
General and administrative | 7,448 | 7,321 | 21,221 | 19,867 |
Taxes, other than income taxes | 1,797 | 1,845 | 5,392 | 5,554 |
Total Operating Costs and Expenses | 78,373 | 63,317 | 227,468 | 182,843 |
Operating Income | 11,580 | 5,401 | 34,584 | 20,910 |
Other (Expense) Income: | ' | ' | ' | ' |
Interest expense, net | -1,058 | -1,376 | -4,492 | -10,435 |
Gain on remeasurement of unconsolidated investment | ' | 0 | 9,388 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | -17,526 |
Equity in earnings of unconsolidated investment | 0 | 0 | 717 | 0 |
Other income, net | 731 | 1,070 | 2,400 | 1,871 |
Total Other (Expense) Income | -327 | -306 | 8,013 | -26,090 |
Net Income (Loss) | 11,253 | 5,095 | 42,597 | -5,180 |
Net loss attributable to noncontrolling interests | 191 | 505 | 1,256 | 1,516 |
Net Income (Loss) attributable to partners | 11,444 | 5,600 | 43,853 | -3,664 |
Allocation of income (loss) to the limited partners: | ' | ' | ' | ' |
Predecessor operations interest in net loss (income) | 1,134 | 1,406 | -1,508 | 4,014 |
Net income (loss) attributable to partners excluding predecessor operations interest in net loss (income) | 12,578 | 7,006 | 42,345 | 350 |
General partner interest in net (income) loss subsequent to May 17, 2013 | -1,435 | -140 | -2,912 | -6,849 |
Common and subordinated unitholders' interest in net income (loss) subsequent to May 17, 2013 | 11,143 | 6,866 | 39,433 | -6,499 |
Basic net income (loss) per common and subordinated unit (usd per share) | $0.24 | $0.17 | $0.92 | ($0.16) |
Diluted net income (loss) per common and subordinated unit (usd per share) | $0.23 | $0.17 | $0.90 | ($0.16) |
Basic average number of common and subordinated units outstanding (in shares) | 46,855 | 40,500 | 42,770 | 40,417 |
Diluted average number of common and subordinated units outstanding (in shares) | 47,948 | 40,863 | 43,771 | 40,417 |
Prior to May 17, 2013 | ' | ' | ' | ' |
Allocation of income (loss) to the limited partners: | ' | ' | ' | ' |
Net income (loss) attributable to partners excluding predecessor operations interest in net loss (income) | 0 | 0 | 0 | -6,982 |
Subsequent to May 17, 2013 | ' | ' | ' | ' |
Allocation of income (loss) to the limited partners: | ' | ' | ' | ' |
Net income (loss) attributable to partners excluding predecessor operations interest in net loss (income) | 12,578 | 7,006 | 42,345 | -6,632 |
General partner interest in net (income) loss subsequent to May 17, 2013 | -1,435 | -140 | -2,912 | 133 |
Common and subordinated unitholders' interest in net income (loss) subsequent to May 17, 2013 | $11,143 | $6,866 | $39,433 | ($6,499) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash Flows from Operating Activities: | ' | ' |
Net Income (Loss) | $42,597 | ($5,180) |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ' | ' |
Depreciation and amortization | 28,946 | 31,584 |
Gain on remeasurement of unconsolidated investment | -9,388 | 0 |
Loss on extinguishment of debt | 0 | 17,526 |
Noncash compensation expense | 3,724 | 948 |
Changes in components of working capital: | ' | ' |
Accounts receivable and other | 2,592 | 11,688 |
Gas imbalances | 1,392 | 2,208 |
Prepayments | -2,566 | -193 |
Inventories | -4,661 | -166 |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | -14,990 | -3,035 |
Other operating, net | -402 | -5,038 |
Net Cash (Used In) Provided by Operating Activities | -47,244 | -50,342 |
Cash Flows from Investing Activities: | ' | ' |
Acquisition of Trailblazer | 150,000 | 0 |
Payments to Acquire Property, Plant, and Equipment | 642,216 | 237,059 |
Payments to Acquire Additional Interest in Subsidiaries | 7,600 | 0 |
Cash Contributed to TD | 27,000 | 0 |
Increase (Decrease) in Notes Payable, Related Parties, Current | -270,000 | 0 |
Payments for (Proceeds from) Other Investing Activities | 2,268 | 301 |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | 1,099,084 | 237,360 |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from Public Offering | 319,588 | 290,498 |
Borrowings under revolving credit facility | 433,000 | 226,000 |
Distributions to unitholders | -46,454 | -5,877 |
Contribution from TD | 27,488 | 0 |
Contributions from Predecessor | 312,125 | 200,262 |
Contribution from Noncontrolling Interest | 5,429 | 0 |
Payments for deferred financing costs | -2,373 | -5,157 |
Repayment of debt assumed from TD | 0 | -400,000 |
Distributions to Member, net | 0 | -118,538 |
Other financing, net | 3,922 | 450 |
Net Cash Provided by (Used in) Financing Activities | 1,052,725 | 187,638 |
Net Change in Cash and Cash Equivalents | 885 | 620 |
Cash and Cash Equivalents, beginning of period | 0 | 0 |
Cash and Cash Equivalents, end of period | 885 | 620 |
Supplemental Disclosures: | ' | ' |
Cash payments for interest | 4,414 | 2,155 |
Schedule of Noncash Investing and Financing Activities: | ' | ' |
Property, Plant, and Equipment Acquired via a Cash Management Agreement | 32,479 | ' |
Increase in accrual for payment of property, plant and equipment | 2,903 | 39,866 |
Receivable for unreimbursed stock compensation from TD | 426 | 373 |
Reimbursable expenses related to construction of Gas Facilities | 0 | 3,516 |
Fair value of TIGT and TMID assets contributed by TD | 0 | 1,027,127 |
Fair value of TIGT and TMID liabilities contributed by TD | $0 | ($566,849) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED) (USD $) | Total | Noncontrolling Interest | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | Predecessor | Limited Partners | Limited Partners | General Partner | TEP Predecessor [Member] | Trailblazer | Trailblazer | Trailblazer | Trailblazer | Trailblazer | Trailblazer | Trailblazer | BNN Water Solutions | BNN Water Solutions | BNN Water Solutions | BNN Water Solutions | BNN Water Solutions | BNN Water Solutions | BNN Water Solutions | Preferred Interest in Pony Express Pipeline | Preferred Interest in Pony Express Pipeline | Preferred Interest in Pony Express Pipeline | Preferred Interest in Pony Express Pipeline | Preferred Interest in Pony Express Pipeline | Preferred Interest in Pony Express Pipeline |
Common unitholders | Subordinated unitholder | Noncontrolling Interest | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | Predecessor | Limited Partners | Limited Partners | General Partner | Noncontrolling Interest | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | Predecessor | Limited Partners | Limited Partners | General Partner | Noncontrolling Interest | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | Predecessor | Limited Partners | General Partner | ||||||||||
Common unitholders | Subordinated unitholder | Common unitholders | Subordinated unitholder | Subordinated unitholder | ||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2012 | $693,280,000 | ' | ' | $121,446,000 | $0 | $0 | $0 | $571,834,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Partners' Capital [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) attributable to partners | 5,810,000 | -761,000 | 5,049,000 | -1,172,000 | 0 | 0 | 0 | 6,982,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Issuance, net of offering costs | 290,498,000 | 0 | 290,498,000 | 0 | 290,498,000 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions from noncontrolling interest | 118,538,000 | 0 | 118,538,000 | 0 | 0 | 0 | 0 | 118,538,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions | 0 | 0 | 0 | 0 | 167,051,000 | 278,992,000 | 14,235,000 | -460,278,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at May. 16, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Partners' Capital [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interests | 200,569,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 1,126,920,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) attributable to partners | -9,474,000 | -755,000 | -10,229,000 | -2,842,000 | -3,899,000 | -2,600,000 | -133,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash Compensation Expense | -2,078,000 | 0 | -2,078,000 | 0 | 2,078,000 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions from noncontrolling interest | 5,877,000 | 0 | 5,877,000 | 0 | 3,455,000 | 2,304,000 | 118,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions from Predecessor | 68,574,000 | 131,688,000 | 200,262,000 | 68,574,000 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Sep. 30, 2013 | 926,351,000 | ' | ' | 186,006,000 | 452,273,000 | 274,088,000 | 13,984,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance at Dec. 31, 2013 | 991,162,000 | ' | ' | 247,221,000 | 455,197,000 | 274,666,000 | 14,078,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Partners' Capital [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interests | 771,893,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 1,801,943,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) attributable to partners | 43,853,000 | -1,256,000 | 42,597,000 | 1,508,000 | 24,181,000 | 15,252,000 | 2,912,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Issuance, net of offering costs | 319,588,000 | 0 | 319,588,000 | 0 | 319,588,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash Compensation Expense | -7,443,000 | 0 | -7,443,000 | 0 | 7,443,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions from noncontrolling interest | 46,454,000 | 0 | 46,454,000 | 0 | 28,117,000 | 16,524,000 | 1,813,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions | 27,488,000 | 0 | 27,488,000 | 0 | 0 | 0 | 27,488,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions from Predecessor | -97,887,000 | 410,012,000 | 312,125,000 | -97,887,000 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to Noncontrolling interest | 0 | -37,000 | -37,000 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of general partner units | 263,000 | 0 | 263,000 | 0 | 0 | 0 | 263,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | -150,000,000 | 0 | -150,000,000 | -91,090,000 | 14,023,000 | 0 | -72,933,000 | 0 | 1,400,000 | 1,400,000 | 0 | 0 | 0 | 0 | -65,406,000 | 38,406,000 | -27,000,000 | -59,752,000 | 0 | -8,654,000 |
Contribution from Noncontrolling Interest | 5,429,000 | 5,429,000 | 5,429,000 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Sep. 30, 2014 | $1,030,050,000 | ' | ' | $0 | $795,315,000 | $273,394,000 | ($38,659,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description_of_Business
Description of Business | 9 Months Ended | |
Sep. 30, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Description of Business | ' | |
Tallgrass Energy Partners, LP (“TEP” or the “Partnership”) is a Delaware limited partnership formed in February 2013. | ||
TEP closed its initial public offering (“IPO”) on May 17, 2013 and on July 25, 2014 closed a public offering of an additional 8,050,000 common units. The 22,650,000 common units held by the public constitute approximately 46.2% of TEP’s aggregate outstanding common and subordinated units and approximately 45.4% of TEP’s aggregate outstanding common, subordinated and general partner units at September 30, 2014. Tallgrass Development, LP (“TD”) held 10,155,480 common units and 16,200,000 subordinated units at September 30, 2014, which comprised approximately 53.8% of TEP’s aggregate outstanding common and subordinated units and approximately 52.9% of TEP’s aggregate outstanding common, subordinated and general partner units. In addition, 834,391 general partner units, representing a 1.7% general partner interest in TEP at September 30, 2014, and all of the incentive distribution rights (“IDRs”) are held by Tallgrass MLP GP, LLC (the “general partner”). In connection with the IPO, TEP entered into a revised partnership agreement on May 17, 2013. The amended and restated 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 11 - Partnership Equity and Distributions. | ||
The term “TEP Predecessor” refers to Tallgrass Energy Partners Predecessor, which is comprised of the businesses described below that were owned by TD, from November 13, 2012 through the completion of the IPO on May 17, 2013. | ||
The businesses included in the TEP Predecessor consist of: | ||
• | Tallgrass Interstate Gas Transmission, LLC (“TIGT”), which owns an interstate gas pipeline and storage system (the “TIGT System”) that is regulated by the FERC. TIGT currently has approximately 4,645 miles of varying diameter natural gas transmission lines in Colorado, Kansas, Missouri, Nebraska and Wyoming. | |
• | Tallgrass Midstream, LLC (“TMID”), which owns and operates one treating and two processing plants in Wyoming. | |
The term "Trailblazer Predecessor" refers to Trailblazer Pipeline Company LLC ("Trailblazer"), which TEP acquired on April 1, 2014, and the term "Pony Express Predecessor" refers to Tallgrass Pony Express Pipeline, LLC ("Pony Express"), of which TEP acquired a 33.3% membership interest effective September 1, 2014 (TEP Predecessor, Trailblazer Predecessor and Pony Express Predecessor are collectively, the "Predecessor Entities"), as further discussed in Note 2 – Summary of Significant Accounting Policies. Financial results for all prior periods have been recast to reflect the operations of the Predecessor Entities. Predecessor Equity as presented in the condensed consolidated financial statements represents the capital account activity of Trailblazer Predecessor prior to April 1, 2014 and of Pony Express Predecessor prior to September 1, 2014. | ||
Trailblazer is an approximately 436-mile FERC regulated natural gas pipeline system that begins along the border of Wyoming and Colorado and extends to Beatrice, Nebraska. Pony Express owns and is developing an oil pipeline project, which we collectively refer to as the Pony Express Project. That project consists of two components that include (i) the conversion of an approximately 430-mile natural gas pipeline and the construction of an approximately 260-mile southward pipeline extension that result in an oil pipeline from Guernsey, Wyoming to Cushing, Oklahoma ("the Pony Express Mainline"), and (ii) the construction of an approximately 66-mile lateral in northeast Colorado that will interconnect with the mainline ("the Northeast Colorado Lateral"). The project is being completed in stages, with the Pony Express Mainline placed in service in October 2014, while the Northeast Colorado Lateral is expected to be in service sometime during the first half of 2015. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Basis of Presentation | |
These unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2014 and 2013 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”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but has not been audited as recast for Trailblazer and Pony Express and does not include disclosures required by GAAP for annual periods. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2014 and 2013 include all normal, recurring adjustments and disclosures that we believe are necessary for a fair presentation of the results for the interim periods. 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. | |
TEP’s financial results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014. These unaudited condensed consolidated financial statements should be read in conjunction with TEP’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Form 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on March 11, 2014. | |
The accompanying consolidated financial statements of TEP include historical cost-basis accounts of the assets of TEP Predecessor, contributed to TEP by TD in connection with the IPO, for the periods prior to May 17, 2013, the closing date of TEP’s IPO, as well as Trailblazer for the periods prior to April 1, 2014, the date TEP acquired Trailblazer from TD, and Pony Express for the periods prior to September 1, 2014, the date TEP acquired a 33.3% membership interest in Pony Express, 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 transfers between the entities of the assets and liabilities have 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. | |
As further discussed in Note 4 – Acquisitions, TEP closed the acquisition of Trailblazer on April 1, 2014 and the acquisition of a 33.3% membership interest in Pony Express effective September 1, 2014. As the acquisitions of Trailblazer and Pony Express are considered transactions between entities under common control, and a change in reporting entity, the financial information presented for prior periods has been recast to include Trailblazer and Pony Express for all periods presented. | |
The condensed consolidated financial statements include the accounts of TEP and its subsidiaries and controlled affiliates. Significant intra-entity items have been eliminated in the presentation. TEP was determined to be the primary beneficiary of Pony Express and has consolidated Pony Express accordingly. Net equity distributions of the TEP Predecessor and the Predecessor Entities included in the Consolidated Statements of Cash Flows represent transfers of cash as a result of TD’s centralized cash management systems prior to May 17, 2013, and prior to April 1, 2014 for Trailblazer and September 1, 2014 for Pony Express, 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. Pony Express participates in a cash management agreement with TD, which holds a 66.7% common membership interest in Pony Express, under which cash balances are swept daily and recorded as loans from Pony Express to TD. | |
A variable interest entity ("VIE") is a legal entity that possesses any of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or equity owners who do not have the obligation to absorb expected losses or the right to receive the expected residual returns of the entity. Companies are required to consolidate a VIE if they are its primary beneficiary, which is the enterprise that has a variable interest that could be significant to the VIE and the power to direct the activities that most significantly impact the entity’s economic performance. TEP has presented separately on its condensed consolidated balance sheets, to the extent material, the assets of its consolidated VIE that can only be used to settle specific obligations of the consolidated VIE, and the liabilities of TEP's consolidated VIE for which creditors do not have recourse to TEP's general credit. Pony Express is considered to be a VIE under the applicable authoritative guidance. Based on a qualitative analysis in accordance with the applicable authoritative guidance, TEP has determined that it has the power to direct matters that most significantly impact the activities of Pony Express and has the right to receive benefits of Pony Express that could potentially be significant to Pony Express. TEP has consolidated Pony Express as TEP is the primary beneficiary. For additional information see Note 3 – Variable Interest Entities. | |
Use of Estimates | |
Certain amounts included in or affecting these condensed 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’s 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. | |
Income Taxes | |
Prior to September 1, 2014, TEP was comprised solely of limited liability companies that have elected to be treated as partnerships for income tax purposes. As discussed above, effective September 1, 2014 TEP acquired a 33.3% membership interest in Pony Express, which in turn owns 99.8% of Tallgrass Pony Express Pipeline (Colorado), Inc. ("PXP Colorado"), a C corporation. PXP Colorado is currently in the process of constructing the Northeast Colorado Lateral and has not yet commenced operations or generated any income. Accordingly, no provision for federal or state income taxes has been recorded in the financial statements of TEP. | |
Accounting Pronouncements Issued But Not Yet Effective | |
ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a comprehensive and converged set of principles-based revenue recognition guidelines which supersede the existing industry and transaction-specific standards. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, entities must apply a five step process to (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also mandates disclosure of sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The disclosure requirements include qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. | |
The amendments in ASU 2014-09 are effective for public entities for annual reporting periods beginning after December 15, 2016, and for interim periods within that reporting period. Early application is not permitted. TEP is currently evaluating the impact of ASU 2014-09, however it is not expected to have a material impact on TEP's financial position and results of operations. | |
ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period" | |
In June 2014, The FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 provides explicit guidance on accounting for share-based payments requiring a specific performance target to be achieved in order for employees to become eligible to vest in the awards when that performance target may be achieved after the requisite service period for the award. The ASU requires that such performance targets be treated as a performance condition, and should not be reflected in the estimate of the grant-date fair value of the award. Instead, compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2014-12 is not expected to have a material impact on TEP's financial position and results of operations. |
Variable_Interest_Entity_Notes
Variable Interest Entity (Notes) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Variable Interest Entity Disclosure [Text Block] | ' | |||||||
TEP, as the managing member of Pony Express, has voting rights disproportionate to its ownership interest. In addition, TEP does not have the obligation to absorb expected losses as a result of the minimum quarterly preference payments as discussed in Note 4 – Acquisitions. As a result, TEP has determined that Pony Express is a VIE of which TEP is the primary beneficiary and consolidates Pony Express accordingly. | ||||||||
TEP has not provided any additional financial support to Pony Express other than its initial capital contribution of $570 million and has no contractual commitments or obligations to provide additional financial support. In the event that the costs of construction of the Pony Express Mainline and Northeast Colorado Lateral exceed the $270 million retained by Pony Express as discussed in Note 4 – Acquisitions, TD is obligated to fund the remaining costs. | ||||||||
The carrying amounts and classifications of the Pony Express assets and liabilities included in TEP's condensed consolidated balance sheet at September 30, 2014 and December 31, 2013 are as follows: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Current assets | $ | 341,417 | $ | — | ||||
Noncurrent assets | 1,225,638 | 566,156 | ||||||
Total assets | $ | 1,567,055 | $ | 566,156 | ||||
Current liabilities | $ | 210,944 | $ | 89,247 | ||||
Noncurrent liabilities | — | — | ||||||
Total liabilities | $ | 210,944 | $ | 89,247 | ||||
Business_Combinations
Business Combinations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Combinations | ' | ||||||||||||||||
On April 1, 2014, TEP closed the acquisition of Trailblazer from a wholly owned subsidiary of TD for total consideration valued at approximately $164 million, consisting of $150 million in cash and the issuance of 385,140 common units (valued at approximately $14 million based on the March 31, 2014 closing price of TEP’s common units). On that same date, the general partner contributed additional capital in the amount of approximately $263,000 in exchange for the issuance of 7,860 general partner units in order to maintain its 2% general partner interest. The acquisition of Trailblazer represents a change in reporting entity and a transaction between entities under common control. The excess purchase price over the net book value of Trailblazer's assets and liabilities was accounted for as a deemed distribution as discussed further in Note 11 – Partnership Equity and Distributions. | |||||||||||||||||
Effective September 1, 2014, TEP acquired a 33.3% membership interest in Pony Express for total consideration of approximately $600 million. At closing, Pony Express, TD, and TEP entered into a Second Amended and Restated Limited Liability Company Agreement of Pony Express effective September 1, 2014, which sets forth the relative rights of TD and TEP as the owners of Pony Express. Of the total consideration of $600 million, TEP directly paid TD $30 million, consisting of $27 million in cash and 70,340 TEP common units with an aggregate fair value of approximately $3 million, in exchange for the transfer by TD to TEP of a 1.9585% membership interest in Pony Express (as such percentage is computed before giving effect to the issuance of the new membership interest by Pony Express to TEP). TEP also contributed cash of $570 million to Pony Express in exchange for a newly issued membership interest which, when combined with the membership interest transferred from TD and the parties' entry at closing into the Second Amended and Restated Limited Liability Company Agreement of Pony Express, constitutes TEP's 33.3% membership interest in Pony Express, which represents 100% of the preferred membership units issued by Pony Express. Of the $570 million cash consideration received by Pony Express, $300 million was immediately distributed to TD at closing and $270 million is maintained by Pony Express to fund the estimated remaining costs of construction for the Pony Express Mainline and the Northeast Colorado Lateral. The $270 million cash balance was subsequently swept to TD under a cash management agreement between Pony Express and TD and was recorded as a related party loan which bears interest at TD's incremental borrowing rate. | |||||||||||||||||
The terms of the transaction provide TEP a minimum quarterly preference payment of $16.65 million through the quarter ending September 30, 2015 (pro-rated to approximately $5.4 million for the quarter ending September 30, 2014) with distributions thereafter shared in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of Pony Express. TEP has determined that Pony Express is a VIE of which TEP is the primary beneficiary, and consolidates Pony Express accordingly. For additional discussion and disclosure, see Note 3 – Variable Interest Entities. The acquisition of Pony Express represents a transaction between entities under common control and a change in reporting entity. | |||||||||||||||||
Historical Financial Information | |||||||||||||||||
The results of our acquisitions of Trailblazer and Pony Express are included in the consolidated balance sheets as of September 30, 2014 and December 31, 2013. The following table presents the previously reported December 31, 2013 consolidated balance sheet, adjusted for the acquisitions of Trailblazer and Pony Express: | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
ASSETS | |||||||||||||||||
Current Assets: | |||||||||||||||||
Accounts receivable, net | $ | 27,615 | $ | 2,418 | $ | — | $ | 30,033 | |||||||||
Gas imbalances | 2,598 | 530 | — | 3,128 | |||||||||||||
Inventories | 5,148 | 401 | — | 5,549 | |||||||||||||
Prepayments and other current assets | 16,986 | — | — | 16,986 | |||||||||||||
Total Current Assets | 52,347 | 3,349 | — | 55,696 | |||||||||||||
Property, plant and equipment, net | 594,911 | 62,869 | 459,026 | 1,116,806 | |||||||||||||
Goodwill | 304,474 | 30,241 | — | 334,715 | |||||||||||||
Intangible asset, net | — | — | 102,567 | 102,567 | |||||||||||||
Unconsolidated investment | 1,255 | — | — | 1,255 | |||||||||||||
Deferred financing costs | 4,512 | — | — | 4,512 | |||||||||||||
Deferred charges and other assets | 10,299 | 1,000 | 4,563 | 15,862 | |||||||||||||
Total Assets | $ | 967,798 | $ | 97,459 | $ | 566,156 | $ | 1,631,413 | |||||||||
LIABILITIES AND PARTNERS’ EQUITY | |||||||||||||||||
Current Liabilities: | |||||||||||||||||
Accounts payable | $ | 54,621 | $ | 5,619 | $ | 89,212 | $ | 149,452 | |||||||||
Accounts payable to related parties | 7,134 | 3 | — | 7,137 | |||||||||||||
Gas imbalances | 3,142 | 522 | — | 3,664 | |||||||||||||
Derivative liabilities at fair value | 184 | — | — | 184 | |||||||||||||
Accrued taxes | 4,427 | 1,093 | — | 5,520 | |||||||||||||
Accrued other current liabilities | 14,777 | 1,971 | 35 | 16,783 | |||||||||||||
Total Current Liabilities | 84,285 | 9,208 | 89,247 | 182,740 | |||||||||||||
Long-term debt | 135,000 | — | — | 135,000 | |||||||||||||
Other long-term liabilities and deferred credits | 4,572 | — | — | 4,572 | |||||||||||||
Total Long-term Liabilities | 139,572 | — | — | 139,572 | |||||||||||||
Partners’ Equity: | |||||||||||||||||
Net Equity | 743,941 | 88,251 | 476,909 | 1,309,101 | |||||||||||||
Total Partners’ Equity | 743,941 | 88,251 | 476,909 | 1,309,101 | |||||||||||||
Total Liabilities and Partners’ Equity | $ | 967,798 | $ | 97,459 | $ | 566,156 | $ | 1,631,413 | |||||||||
The results of our acquisitions of Trailblazer and Pony Express are included in the condensed consolidated statements of income for the three and nine months ended September 30, 2014 and 2013. The following tables present the previously reported condensed consolidated statements of income for the three and nine months ended September 30, 2013, adjusted for the acquisitions of Trailblazer and Pony Express: | |||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues: | |||||||||||||||||
Natural gas liquids sales | $ | 32,216 | $ | — | $ | — | $ | 32,216 | |||||||||
Natural gas sales | 3,053 | 328 | — | 3,381 | |||||||||||||
Transportation services | 23,785 | 5,131 | — | 28,916 | |||||||||||||
Processing and other revenues | 4,205 | — | — | 4,205 | |||||||||||||
Total Revenues | 63,259 | 5,459 | — | 68,718 | |||||||||||||
Operating Costs and Expenses: | |||||||||||||||||
Cost of sales and transportation services | 32,307 | 2,697 | — | 35,004 | |||||||||||||
Operations and maintenance | 8,588 | 689 | — | 9,277 | |||||||||||||
Depreciation and amortization | 7,342 | 1,771 | 757 | 9,870 | |||||||||||||
General and administrative | 6,071 | 1,249 | 1 | 7,321 | |||||||||||||
Taxes, other than income taxes | 1,577 | 268 | — | 1,845 | |||||||||||||
Total Operating Costs and Expenses | 55,885 | 6,674 | 758 | 63,317 | |||||||||||||
Operating Income (Loss) | 7,374 | (1,215 | ) | (758 | ) | 5,401 | |||||||||||
Other (Expense) Income: | |||||||||||||||||
Interest (expense) income, net | (1,422 | ) | 46 | — | (1,376 | ) | |||||||||||
Loss on extinguishment of debt | — | — | — | — | |||||||||||||
Other income, net | 1,054 | 16 | — | 1,070 | |||||||||||||
Total Other (Expense) Income | (368 | ) | 62 | — | (306 | ) | |||||||||||
Net Income (Loss) | $ | 7,006 | $ | (1,153 | ) | $ | (758 | ) | $ | 5,095 | |||||||
Net loss attributable to noncontrolling interests | — | — | 505 | 505 | |||||||||||||
Net Income (Loss) attributable to partners | $ | 7,006 | $ | (1,153 | ) | $ | (253 | ) | $ | 5,600 | |||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues: | |||||||||||||||||
Natural gas liquids sales | $ | 97,307 | $ | — | $ | — | $ | 97,307 | |||||||||
Natural gas sales | 7,242 | 837 | — | 8,079 | |||||||||||||
Transportation services | 73,446 | 15,997 | — | 89,443 | |||||||||||||
Processing and other revenues | 8,924 | — | — | 8,924 | |||||||||||||
Total Revenues | 186,919 | 16,834 | — | 203,753 | |||||||||||||
Operating Costs and Expenses: | |||||||||||||||||
Cost of sales and transportation services | 94,135 | 7,312 | — | 101,447 | |||||||||||||
Operations and maintenance | 23,428 | 2,441 | — | 25,869 | |||||||||||||
Depreciation and amortization | 22,324 | 5,511 | 2,271 | 30,106 | |||||||||||||
General and administrative | 15,744 | 4,120 | 3 | 19,867 | |||||||||||||
Taxes, other than income taxes | 4,748 | 806 | — | 5,554 | |||||||||||||
Total Operating Costs and Expenses | 160,379 | 20,190 | 2,274 | 182,843 | |||||||||||||
Operating Income (Loss) | 26,540 | (3,356 | ) | (2,274 | ) | 20,910 | |||||||||||
Other (Expense) Income: | |||||||||||||||||
Interest (expense) income, net | (10,486 | ) | 51 | — | (10,435 | ) | |||||||||||
Loss on extinguishment of debt | (17,526 | ) | — | — | (17,526 | ) | |||||||||||
Other income, net | 1,822 | 49 | — | 1,871 | |||||||||||||
Total Other (Expense) Income | (26,190 | ) | 100 | — | (26,090 | ) | |||||||||||
Net Income (Loss) | 350 | (3,256 | ) | (2,274 | ) | (5,180 | ) | ||||||||||
Net loss attributable to noncontrolling interests | — | — | 1,516 | 1,516 | |||||||||||||
Net Income (Loss) attributable to partners | $ | 350 | $ | (3,256 | ) | $ | (758 | ) | $ | (3,664 | ) | ||||||
Formation of BNN Water Solutions, LLC | |||||||||||||||||
On November 26, 2013, TEP, through its wholly-owned subsidiary Tallgrass Energy Investments, LLC (“TEI”), entered into a joint venture agreement with BNN Energy LLC (“BNN”) to form Grasslands Water Services I, LLC (“GWSI”). GWSI subsequently built and began operating an intrastate water pipeline in Colorado. TEP accounted for its 50% equity interest in GWSI as an equity method investment. On May 13, 2014, TEI entered into a contribution agreement with BNN and several other parties to form a new entity known as BNN Water Solutions, LLC (“Water Solutions”). Under the terms of the contribution agreement, TEI agreed to contribute its existing 50% interest in GWSI, along with $7.6 million cash, in exchange for an 80% equity interest in Water Solutions. As part of the transaction, GWSI was renamed BNN Redtail, LLC (“Redtail”), became a subsidiary of Water Solutions, and issued preferred equity interests to TEI. Among the assets contributed by BNN and the other parties to the transaction were the other 50% interest in GWSI and a 100% equity interest in Alpha Reclaim Technology, LLC (“Alpha”), a company which sources treated wastewater from municipalities. Alpha is wholly-owned by Redtail. | |||||||||||||||||
Upon closing of the transaction, TEP obtained a controlling financial interest in Water Solutions and accordingly has accounted for the transaction as a step acquisition under ASC 805. On the acquisition date, TEP remeasured its previously held 50% equity interest in GWSI to its fair value of $11.9 million, recognized a gain of $9.4 million, and consolidated Water Solutions. The 20% equity interest in Water Solutions held by noncontrolling interests was recorded at its acquisition date fair value of $1.4 million. The fair values of the previously held equity interest and the noncontrolling interest were determined using a discounted cash flow based on forecasted cash flows for the business. These fair value measurements are based on significant inputs that are not observable in the market and thus represent fair value measurements categorized within Level 3 of the fair value hierarchy under ASC 820. | |||||||||||||||||
The following represents the fair value of assets acquired and liabilities assumed at May 13, 2014 (in thousands): | |||||||||||||||||
Accounts receivable | $ | 790 | |||||||||||||||
Property, plant and equipment | 4,100 | ||||||||||||||||
Intangible assets | 8,200 | (1) | |||||||||||||||
Accounts payable and accrued liabilities | (134 | ) | |||||||||||||||
Distribution payable | (634 | ) | |||||||||||||||
Net identifiable assets acquired | 12,322 | ||||||||||||||||
Goodwill | 8,573 | ||||||||||||||||
Net assets acquired | $ | 20,895 | |||||||||||||||
(1) | The $8.2 million intangible asset acquired represents a major customer contract. See Note 8 – Goodwill and Other Intangible Assets for additional information. | ||||||||||||||||
At September 30, 2014, the assets acquired and liabilities assumed in the acquisition were recorded at provisional amounts based on the preliminary purchase price allocation. TEP is in the process of obtaining additional information to identify and measure all assets acquired and liabilities assumed in the acquisition within the measurement period. Such provisional amounts will be adjusted if necessary to reflect any new information about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of these amounts. | |||||||||||||||||
Actual revenue and net loss attributable to TEP from Water Solutions of $3.1 million and $0.2 million, respectively, was recognized in the accompanying Condensed Consolidated Statements of Income for the period from May 13, 2014 to September 30, 2014. Pro Forma revenue and net income attributable to TEP for the nine months ended September 30, 2014 was $264.9 million and $34.9 million, respectively. No pro forma information is presented for the three and nine months ended September 30, 2013 as Water Solutions did not begin commercial operations until the first quarter of 2014. | |||||||||||||||||
This unaudited pro forma financial information for TEP is presented as if the acquisition of Water Solutions had been completed on January 1, 2013. 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 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. The pro forma revenue and net income includes adjustments for the nine months ended September 30, 2014 to give effect to the following: | |||||||||||||||||
(a) | Reduction in net income attributable to TEP to remove equity in earnings of GWSI recorded for the period from January 1, 2014 to May 13, 2014. | ||||||||||||||||
(b) | Increase in revenue and net income attributable to TEP to reflect TEP's consolidated 80% equity interest in the operations of GWSI for the period from January 1, 2014 to May 13, 2014. | ||||||||||||||||
(c) | Reduction in net income attributable to TEP to remove gain on remeasurement of previously held equity interest in GWSI. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||
Related Party Transactions | ' | |||||||||||||||
TEP has no employees. Beginning November 13, 2012, TD, through its wholly-owned subsidiary Tallgrass Operations, LLC ("Tallgrass Operations"), provided and charged TEP 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. TEP recorded these costs on the accrual basis in the period in which TD incurred them. Each of the wholly-owned companies comprising TEP had an agency arrangement with TD under which TD paid costs and expenses incurred by TEP, acted as an agent for TEP, and was reimbursed by TEP for such payments. | ||||||||||||||||
On May 17, 2013, in connection with the closing of TEP’s IPO, TEP and its general partner entered into an Omnibus Agreement with TD and certain of its affiliates, including Tallgrass Operations (the “Omnibus Agreement”). 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 TEP’s 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. | ||||||||||||||||
For the calendar year 2014, TEP’s annual cost reimbursements to TD for costs discussed above, are expected to be $20.4 million, inclusive of costs associated with our acquisition of Trailblazer in April 2014 and our consolidation of Water Solutions in May 2014. TEP also pays a quarterly reimbursement to TD for costs associated with being a public company. The quarterly public company reimbursement was $625,000 for the third quarter of 2014 and TEP currently expects it to remain the same through the end of 2014. However, these reimbursement amounts will be periodically reviewed and adjusted as necessary to continue to reflect reasonable allocation of costs to TEP. | ||||||||||||||||
The Pony Express annual reimbursement amount will be determined in the fourth quarter of 2014 after the Pony Express pipeline is placed in service. Pony Express will also reimburse TD for costs incurred on its behalf. | ||||||||||||||||
Due to the cash management agreement discussed in Note 2 – Summary of Significant Accounting Policies, intercompany balances at the Predecessor Entity were periodically settled and treated as equity distributions prior to the completion of the IPO on May 17, 2013 and prior to April 1, 2014 for Trailblazer. Balances lent to TD under the Pony Express cash management agreement effective September 1, 2014 are classified as related party receivables on the condensed consolidated balance sheet and will be cash settled. TEP recognized interest income from TD of $0.5 million during the three and nine months ended September 30, 2014 on the receivable balance under the Pony Express cash management agreement. | ||||||||||||||||
Totals of transactions with affiliated companies are as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Charges to TEP: (1) | ||||||||||||||||
Property, plant and equipment, net | $ | 7,926 | $ | 319 | $ | 14,534 | $ | 5,212 | ||||||||
Operation and maintenance | $ | 4,701 | $ | 4,401 | $ | 13,657 | $ | 13,117 | ||||||||
General and administrative (2) | $ | 5,783 | $ | 7,237 | $ | 14,670 | $ | 19,531 | ||||||||
(1) | Charges to TEP include directly charged wages and salaries, other compensation and benefits, and shared services. | |||||||||||||||
(2) | During the three and nine months ended September 30, 2014 and 2013, TEP reimbursed TD for general and administrative expenses as discussed above, resulting in allocated amounts for general and administrative costs. | |||||||||||||||
Details of balances with affiliates included in “Accounts receivable” and “Accounts payable” in the Condensed Consolidated Balance Sheets are as follows: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
(in thousands) | ||||||||||||||||
Receivables from affiliated companies: | ||||||||||||||||
Tallgrass Operations, LLC | $ | 237,537 | $ | — | ||||||||||||
Total receivables from affiliated companies | $ | 237,537 | $ | — | ||||||||||||
Payables to affiliated companies: | ||||||||||||||||
Tallgrass Operations, LLC | $ | 23,579 | $ | 7,106 | ||||||||||||
Rockies Express Pipeline LLC | 17 | 31 | ||||||||||||||
Total payables to affiliated companies | $ | 23,596 | $ | 7,137 | ||||||||||||
Balances of gas imbalances with affiliated shippers are as follows: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
(in thousands) | ||||||||||||||||
Affiliate gas balance receivables | $ | 31 | $ | 137 | ||||||||||||
Affiliate gas balance payables | $ | 648 | $ | 122 | ||||||||||||
Pursuant to the terms of a Purchase and Sale Agreement dated August 1, 2012, TD, through August 31, 2014, reimbursed TIGT for all costs TIGT incurred with respect to the Pony Express Abandonment, as defined in Note 15 – Regulatory Matters, including, but not limited to, development costs, capital costs and related interest costs associated with 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 in order for TIGT to continue service to existing customers after having sold approximately 430 miles of natural gas pipeline, and associated rights of way and certain other equipment, to Pony Express in 2013. For more information, see Note 15 – Regulatory Matters. Any costs incurred by TIGT subsequent to August 31, 2014 will be reimbursed directly by Pony Express. | ||||||||||||||||
TIGT’s expenditures for the Replacement Gas Facilities are captured in “Prepayments and other current assets” in the Condensed Consolidated Balance Sheets as they are incurred and interest is accrued until reimbursement takes place (which is typically monthly). During the nine months ended September 30, 2014 we received proceeds from TD of $69.2 million and incurred expenditures of $41.7 million. We recognized a contribution of $27.5 million from TD in our Condensed Consolidated Statement of Partners' Capital which represents the difference between the carrying amount of the Replacement Gas Facilities and the proceeds received from TD. At December 31, 2013, TEP had $17.0 million in “Prepayments and other current assets” related to this project that were cash settled by TD in the first quarter of 2014. |
Inventory
Inventory | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory | ' | |||||||
The components of inventory at September 30, 2014 and December 31, 2013 consisted of the following: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Crude oil | $ | 82,504 | $ | — | ||||
Materials and supplies | 2,461 | 2,137 | ||||||
Natural gas liquids | 1,872 | 1,009 | ||||||
Gas in underground storage | 4,956 | 2,403 | ||||||
Total inventory | $ | 91,793 | $ | 5,549 | ||||
In July 2014, Pony Express entered into an agreement with Shell Trading (US) Company (“Shell”) for the purchase of 800,000 barrels of crude oil for initial line fill on the Pony Express Mainline, which will be sold back to Shell in November 2014. To support the resale obligation of Pony Express, in July 2014 TD paid Shell a deposit of $20 million and issued a letter of credit for $20 million and a parent guarantee of $40 million to Shell on behalf of Pony Express. As of September 30, 2014, TEP has a liability of $86.8 million for the return of the crude oil to Shell included in "Accrued and other current liabilities," a deposit of $20 million in "Prepayments and other current assets," and a related party payable to TD of $20 million included in "Accounts payable to related parties" for the repayment of the funds deposited by TD on behalf of Pony Express on the condensed consolidated balance sheet in addition to the crude oil included in the inventory balance. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
A summary of net property, plant and equipment by classification is as follows: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Natural gas pipelines | $ | 420,658 | $ | 397,287 | ||||
Processing and treating assets | 239,083 | 209,329 | ||||||
General and other | 31,000 | 26,076 | ||||||
Construction work in progress | 1,131,991 | 506,378 | ||||||
Accumulated depreciation and amortization | (42,983 | ) | (22,264 | ) | ||||
Total property, plant and equipment, net | $ | 1,779,749 | $ | 1,116,806 | ||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets (Notes) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||||||||||||
Reconciliation of Goodwill | ||||||||||||||||||||||||
The following table presents a reconciliation of the carrying amount of goodwill by reportable segment for the reporting period: | ||||||||||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | Processing & Logistics | Total | Natural Gas Transportation & Logistics | Processing & Logistics | Total | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Balance at beginning of period | $ | 255,558 | $ | 87,730 | $ | 343,288 | $ | 255,100 | $ | 78,057 | $ | 333,157 | ||||||||||||
Goodwill acquired | — | — | — | — | — | — | ||||||||||||||||||
Balance at end of period | $ | 255,558 | $ | 87,730 | $ | 343,288 | $ | 255,100 | $ | 78,057 | $ | 333,157 | ||||||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | Processing & Logistics | Total | Natural Gas Transportation & Logistics | Processing & Logistics | Total | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Balance at beginning of period | $ | 255,558 | $ | 79,157 | $ | 334,715 | $ | 255,100 | $ | 78,057 | $ | 333,157 | ||||||||||||
Goodwill acquired | — | 8,573 | (1) | 8,573 | — | — | — | |||||||||||||||||
Balance at end of period | $ | 255,558 | $ | 87,730 | $ | 343,288 | $ | 255,100 | $ | 78,057 | $ | 333,157 | ||||||||||||
(1) | The $8.6 million of goodwill was recorded in connection with the acquisition of a controlling interest in Water Solutions on May 13, 2014. | |||||||||||||||||||||||
Annual Goodwill Impairment Analysis | ||||||||||||||||||||||||
TEP evaluates goodwill for impairment on an annual basis 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 the business environment. TEP’s annual impairment testing date is August 31st. TEP evaluates goodwill for impairment at the 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. 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 2014 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 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 2014. 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. | ||||||||||||||||||||||||
Other Intangible Assets | ||||||||||||||||||||||||
A summary of amortized intangible assets is as follows: | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Pony Express oil conversion use rights | $ | 105,973 | $ | 105,973 | ||||||||||||||||||||
Redtail customer contract | 8,200 | — | ||||||||||||||||||||||
Accumulated amortization | (7,617 | ) | (3,406 | ) | ||||||||||||||||||||
Intangible assets, net | $ | 106,556 | $ | 102,567 | ||||||||||||||||||||
We account for intangible assets in accordance with ASC 805, which established that an intangible asset is identifiable if it meets either the separability criterion or the contractual-legal criterion. Further, in accordance with ASC 805, contract-based intangible assets represent the value of rights that arise from contractual arrangements. Use rights such as drilling, water, air, timber cutting, and route authorities are an example of contract-based intangible assets. Intangible assets arose at Pony Express from the acquisition of rights associated with the ability and regulatory permissions to convert a section of TIGT’s natural gas pipeline, which was subsequently purchased by Pony Express, to crude oil and includes the operational and financial benefits that accrue due to those rights and the ability to make that asset more valuable (“Pony Express oil conversion use rights”). These intangible assets are amortized on a straight-line basis over a period of 35 years, the period of expected future benefit. Intangible assets arose at BNN Redtail, LLC ("Redtail") as a result of a significant customer contract with favorable market terms which was acquired as part of the Water Solutions transaction discussed in Note 4 – Acquisitions. These intangible assets are amortized on a straight-line basis over a period of 1.6 years, the remaining term of the contract at the time of acquisition. | ||||||||||||||||||||||||
Amortization of intangible assets was approximately $2.0 million and $4.2 million for the three and nine months ended September 30, 2014, respectively, and $0.8 million and $2.3 million for the three and nine months ended September 30, 2013, respectively. |
Risk_Management
Risk Management | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||
Risk Management | ' | |||||||||||||||||
TEP occasionally enters into derivative contracts with third parties for the purpose of hedging exposures that accompany its normal business activities. TEP’s normal business activities expose it to risks associated with changes in the market price of commodities, including, among others, natural gas and crude oil. 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. TEP has elected not to apply hedge accounting and changes in the fair value of all derivative contracts are recorded in earnings in the period in which the change occurs. | ||||||||||||||||||
Fair Value of Derivative Contracts | ||||||||||||||||||
The following table summarizes the fair values of TEP’s derivative contracts included in the accompanying Condensed Consolidated Balance Sheets: | ||||||||||||||||||
Balance Sheet | 30-Sep-14 | 31-Dec-13 | ||||||||||||||||
Location | ||||||||||||||||||
(in thousands) | ||||||||||||||||||
Energy commodity derivative contracts | Current liabilities | $ | 44 | $ | 184 | |||||||||||||
TEP had no derivative contracts in asset positions as of September 30, 2014 or December 31, 2013. As of September 30, 2014, the fair value shown for commodity contracts was comprised of derivative volumes for short fixed-price swaps totaling 0.2 Bcf. | ||||||||||||||||||
Effect of Derivative Contracts on the Income Statement | ||||||||||||||||||
The following table summarizes the impact of derivative contracts included in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||||
Location of | Amount of gain (loss) recognized in income on derivatives | |||||||||||||||||
gain (loss) recognized | ||||||||||||||||||
in income on | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
derivatives | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | ||||||||||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | 9 | $ | (91 | ) | $ | (449 | ) | $ | (375 | ) | ||||||
Credit Risk | ||||||||||||||||||
TEP has counterparty credit risk as a result of its use of 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 currently anticipate a material adverse effect on TEP’s 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 financial institutions with investment grade credit ratings. 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 September 30, 2014, the fair value of TEP’s derivative contracts was a liability, resulting in no credit exposure from TEP’s counterparties 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. Accordingly, entity valuation adjustments are necessary to reflect the effect of TEP’s own credit quality on the fair value of TEP’s net liability position with each counterparty. The methodology to determine this adjustment is consistent with how TEP evaluates counterparty credit risk, taking into account current credit spreads for its comparative industry sector, as well as any change in such spreads since the last measurement date. As of September 30, 2014 and December 31, 2013, 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 nor did TEP have 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 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 and commodity and interest rate curves. 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; as such, 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 in a liability position as of September 30, 2014 and December 31, 2013 based on the fair value hierarchy established by the Codification: | ||||||||||||||||||
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 September 30, 2014 | ||||||||||||||||||
Energy commodity derivative contracts | $ | 44 | $ | — | $ | 44 | $ | — | ||||||||||
TEP as of December 31, 2013 | ||||||||||||||||||
Energy commodity derivative contracts | $ | 184 | $ | — | $ | 184 | $ | — | ||||||||||
Longterm_Debt
Long-term Debt | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Long-term Debt | ' | |||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
TEP has a senior secured revolving credit facility with Barclays Bank PLC, as administrative agent, and a syndicate of lenders (the "Credit Agreement") which will mature on May 17, 2018. On June 25, 2014, TEP and certain of its subsidiaries entered into Amendment No. 1 (the "Amendment") to the Credit Agreement dated as of May 17, 2013. The Amendment modified certain provisions of the Credit Agreement to, among other things, (i) increase the amount of the revolving facility from $500 million to $850 million, (ii) increase the sublimit for swing line loans to $60 million, (iii) increase the sublimit for letters of credit to $75 million, (iv) increase the accordion feature to allow the Partnership to borrow up to an additional $250 million, subject to the Partnership's receipt of increased or new commitments from lenders and satisfaction of certain other conditions, and (v) reduce the applicable margin for loans by 0.25%. | ||||||||||||||||||||
The following table sets forth the outstanding borrowings, letters of credit issued, and available borrowing capacity under the revolving credit facility as of September 30, 2014 and December 31, 2013: | ||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Total capacity under the revolving credit facility | $ | 850,000 | $ | 500,000 | ||||||||||||||||
Less: Outstanding borrowings under the revolving credit facility | (568,000 | ) | (135,000 | ) | ||||||||||||||||
Less: Letters of credit issued under the revolving credit facility | — | (654 | ) | |||||||||||||||||
Available capacity under the revolving credit facility | $ | 282,000 | $ | 364,346 | ||||||||||||||||
The credit facility contains various covenants and restrictive provisions that, among other things, limit or restrict 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 from making such a distribution), 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.” Currently, no subsidiaries have been designated as Unrestricted Subsidiaries. In addition, TEP is required to maintain 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. As of September 30, 2014, TEP is in compliance with the covenants required under the revolving credit facility. | ||||||||||||||||||||
The unused portion of the credit facility is subject to a commitment fee, which was initially 0.375%, and after June 25, 2014, ranges from 0.300% to 0.500%, based on TEP’s total leverage ratio. As of September 30, 2014, the weighted average interest rate on outstanding borrowings was 2.18%. | ||||||||||||||||||||
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. 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 in connection with the IPO. As such, $400 million of the term loan, along with the corresponding discount and deferred financing costs, was allocated to TEP as of 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 revolving credit agreement, 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 the 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 Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013, but for which fair value is disclosed: | ||||||||||||||||||||
Fair Value | ||||||||||||||||||||
Quoted prices | Significant | Significant | Total | Carrying | ||||||||||||||||
in active markets | other observable | unobservable | Amount | |||||||||||||||||
for identical assets | inputs | inputs | ||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
September 30, 2014 | $ | — | $ | 568,000 | $ | — | $ | 568,000 | $ | 568,000 | ||||||||||
December 31, 2013 | $ | — | $ | 135,000 | $ | — | $ | 135,000 | $ | 135,000 | ||||||||||
The long-term debt borrowed under the revolving credit facility is carried at amortized cost. As of September 30, 2014 and December 31, 2013, the fair value approximates the carrying amount for the borrowings under the revolving credit facility using a discounted cash flow analysis. TEP is not aware of any factors that would significantly affect the estimated fair value subsequent to September 30, 2014. |
Partnership_Equity_and_Distrib
Partnership Equity and Distributions | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||||
Partnership Equity and Distributions | ' | |||||||||||||||||||||||
Public Offering | ||||||||||||||||||||||||
On July 25, 2014, TEP sold 8,050,000 common units representing limited partner interests in an underwritten public offering at a price of $41.07 per unit, or $39.74 per unit net of the underwriter's discount, for net proceeds of approximately $319.6 million after deducting the underwriter's discount and offering expenses paid by TEP. TEP used the net proceeds from the offering to fund a portion of the consideration for the acquisition of a 33.3% membership interest in Pony Express as discussed in Note 4 – Acquisitions. | ||||||||||||||||||||||||
Distributions | ||||||||||||||||||||||||
TEP’s partnership agreement requires TEP to distribute its available cash, as 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 2013 and nine months ended September 30, 2014: | ||||||||||||||||||||||||
Distributions | ||||||||||||||||||||||||
Limited Partners | General Partner | Distributions | ||||||||||||||||||||||
Common and | per Limited | |||||||||||||||||||||||
Three Months Ended | Date Paid | Subordinated Units | Incentive Distribution Rights | General Partner Units | Total | Partner Unit | ||||||||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||||||||||
30-Sep-14 | November 14, 2014(1) | $ | 20,092 | $ | 1,208 | $ | 363 | $ | 21,663 | $ | 0.41 | |||||||||||||
30-Jun-14 | August 14, 2014 | 18,596 | 758 | 330 | 19,684 | 0.38 | ||||||||||||||||||
March 31, 2014 | May 14, 2014 | 13,288 | 126 | 274 | 13,688 | 0.325 | ||||||||||||||||||
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 | August 13, 2013 | 5,759 | — | 118 | 5,877 | 0.1422 | (2) | |||||||||||||||||
(1) | The distribution declared on October 7, 2014 for the third quarter of 2014 will be paid November 14, 2014 subsequent to the date of this Quarterly Report on 49,005,480 common units and subordinated units of record at the close of business on October 31, 2014. | |||||||||||||||||||||||
(2) | The distribution declared on July 18, 2013 for the second quarter of 2013 represented a prorated amount of the MQD of $0.2875 per common unit, based upon the number of days between the closing of the IPO on May 17, 2013 and June 30, 2013. | |||||||||||||||||||||||
Subordinated Units | ||||||||||||||||||||||||
All subordinated units are currently held by TD. The principal difference between the 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 from previous quarterly 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. | ||||||||||||||||||||||||
General Partner Units | ||||||||||||||||||||||||
As of September 30, 2014, the general partner owns a 1.7% general partner interest in TEP, which was represented by 834,391 general partner units. Under TEP’s partnership agreement, the general partner may at any time, but is under no obligation to contribute additional capital to TEP in order to maintain its 2% general partner interest. As discussed in Note 4 – Acquisitions, in April 2014, in connection with TEP’s acquisition of Trailblazer, the general partner contributed capital in exchange for the issuance of an additional 7,860 general partner units in order to continue to maintain its 2% general partner interest. TEP subsequently issued additional units in July 2014 and September 2014 to fund a portion of the consideration and as consideration for the acquisition of Pony Express, respectively. The general partner did not contribute additional capital to maintain its 2% general partner interest at the time of either issuance. | ||||||||||||||||||||||||
Incentive Distribution Rights | ||||||||||||||||||||||||
The general partner also owns all of the 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 general partner may transfer these rights separately from its general partner interest, subject to restrictions in TEP’s partnership agreement. | ||||||||||||||||||||||||
The following discussion related to incentive distributions assumes that TEP’s general partner maintains its 2% 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 the 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 general partner 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 TEP’s business (including reserves for 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. | |||||||||||||||||||||||
Other Contributions and Distributions | ||||||||||||||||||||||||
During the nine months ended September 30, 2014, TEP received net contributions of $312.1 million, $27.5 million, and $5.4 million from the Predecessor Member, TD, and noncontrolling interests, respectively. Net contributions of $312.1 million from the Predecessor Member is composed of net contributions of $612.1 million relating to the cash management agreements with TD, as well as a cash distribution of $300 million of the proceeds from the issuance of the preferred membership interest to TEP from Pony Express to TD pursuant to the Pony Express Contribution and Sale Agreement. As discussed in Note 2 – Summary of Significant Accounting Policies, prior to May 17, 2013 for TIGT and TMID, prior to April 1, 2014 for Trailblazer, and prior to September 1, 2014 for Pony Express, the net amount of transfers for loans made each day through the centralized cash management system with TD, less reimbursement payments under the agency agreement described in Note 5 – Related Party Transactions, was recognized as net equity contributions or distributions during that time period. There were no equity contributions or distributions made to TD subsequent to Trailblazer's acquisition by TEP on April 1, 2014 or the acquisition of Pony Express effective September 1, 2014. The $27.5 million contribution from TD represents the difference between the carrying amount of the Replacement Gas Facilities and the proceeds received from TD, as discussed in Note 5 – Related Party Transactions. The $5.4 million contribution from noncontrolling interests represents the cash contributed to Pony Express from TD to fund the quarterly preference payment to TEP as discussed in Note 4 – Acquisitions. | ||||||||||||||||||||||||
During the nine months ended September 30, 2014, TEP was deemed to have made a noncash, net capital distribution of $72.9 million to the general partner, which represents the excess purchase price over the carrying value of the Trailblazer net assets acquired on April 1, 2014. Also during the nine months ended September 30, 2014, TEP was deemed to have made a capital distribution of $8.7 million to the general partner, which represents the excess purchase price, consisting of $27 million in cash and limited partner common units valued at $3.0 million issued directly to TD, over the net book value of the 1.9585% membership interest in Pony Express transferred from TD to TEP in accordance with the Pony Express Contribution and Sale Agreement. See Note 4 – Acquisitions for additional information regarding the Trailblazer and Pony Express acquisitions. | ||||||||||||||||||||||||
During the nine months ended September 30, 2013, net distributions from TEP Predecessor to TD were approximately $118.5 million, and 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. During the nine months ended September 30, 2013, the Trailblazer Predecessor and Pony Express Predecessor recognized net contributions from TD of $200.3 million. |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Leases | |
Pony Express entered into a lease agreement with Deeprock Development, LLC (“Deeprock”), an unconsolidated affiliate of TD, on November 7, 2012. The agreement is for the use by Pony Express of storage capacity at the Deeprock tank storage facility near Cushing, Oklahoma and will commence on the first day of the first month immediately following the day the pipeline becomes operational. The lease has a five year term. Lease payments will have two components; a fixed charge of $1.3 million per month and a volumetric charge for barrels delivered in excess of a base volume. Pony Express will also make an upfront payment of $10.9 million, of which $4.6 million was paid in 2013 and the remainder of which will be paid when the lease goes into effect. The upfront payments are recorded as “Deferred charges and other assets” on the accompanying condensed consolidated balance sheets and will be amortized over the lease term. Pony Express has the right to extend the term of the lease for additional periods of five or two years, not to exceed a total of twenty years from when the lease commences. | |
On August 26, 2014, Pony Express entered into a lease agreement with Tallgrass Sterling Terminal, LLC ("Sterling"), an indirect wholly-owned subsidiary of TD. The agreement is for the use by Pony Express of storage capacity at the Sterling tank storage facility in northeast Colorado for a five year term beginning on the first day of the first month immediately following the day that the Northeast Colorado Lateral expansion is placed in service, which is expected to be in the first half of 2015. Pony Express has the right to extend the term of the lease for additional periods of five years, not to exceed a total of twenty years from the commencement of the lease agreement. Lease payments will have two components; a fixed charge of $0.9 million per month and a volumetric charge for barrels delivered in excess of a base volume. | |
TEP has no other significant lease agreements in place. |
Net_Income_per_Limited_Partner
Net Income per Limited Partner Unit | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
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. | ||||||||||||||||
TEP computes 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. | ||||||||||||||||
TEP calculates 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 TEP’s overall net income or other financial results; however, in periods in which aggregate net income exceeds its 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 TEP’s aggregate earnings, as if distributed, is allocated to the incentive distribution rights of the general partner, even though TEP makes distributions on the basis of available cash and not earnings. In periods in which TEP’s aggregate net income does not exceed its 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. 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 or predecessor operations. All net income or loss from Trailblazer prior to its acquisition on April 1, 2014 and Pony Express prior to its acquisition effective September 1, 2014 is allocated to predecessor operations in the table below. Historical earnings of transferred businesses for periods prior to the date of the common control drop-down transaction are solely those of the general partner and, therefore we have appropriately excluded any allocation to the limited partner units when determining net income available to common and subordinated unitholders. We present the financial results of any transferred business prior to the drop down transaction date in the line item "Predecessor operations interest in net (income) loss" in the table below. | ||||||||||||||||
The following table illustrates the Partnership’s calculation of net income per common and subordinated unit for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||
Net income | $ | 11,253 | $ | 5,095 | ||||||||||||
Net loss attributable to noncontrolling interests | 191 | 505 | ||||||||||||||
Net income attributable to partners | 11,444 | 5,600 | ||||||||||||||
Predecessor operations interest in net loss | 1,134 | 1,406 | ||||||||||||||
General partner interest in net income | (1,435 | ) | (140 | ) | ||||||||||||
Net income available to common and subordinated unitholders | $ | 11,143 | $ | 6,866 | ||||||||||||
Basic net income per common and subordinated unit | $ | 0.24 | $ | 0.17 | ||||||||||||
Diluted net income per common and subordinated unit | $ | 0.23 | $ | 0.17 | ||||||||||||
Basic average number of common and subordinated units outstanding | 46,855 | 40,500 | ||||||||||||||
Equity Participation Unit equivalent units | 1,093 | 363 | ||||||||||||||
Diluted average number of common and subordinated units outstanding | 47,948 | 40,863 | ||||||||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | Period from January 1, 2013 to May 16, 2013 | Period from May 17, 2013 to September 30, 2013 | |||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||
Net income (loss) | $ | 42,597 | $ | (5,180 | ) | $ | 5,049 | $ | (10,229 | ) | ||||||
Net loss attributable to noncontrolling interests | 1,256 | 1,516 | 761 | 755 | ||||||||||||
Net income (loss) attributable to partners | 43,853 | (3,664 | ) | 5,810 | (9,474 | ) | ||||||||||
Predecessor operations interest in net (income) loss | (1,508 | ) | 4,014 | 1,172 | 2,842 | |||||||||||
General partner interest in net (income) loss | (2,912 | ) | (6,849 | ) | (6,982 | ) | 133 | |||||||||
Net income (loss) available to common and subordinated unitholders | $ | 39,433 | $ | (6,499 | ) | $ | — | $ | (6,499 | ) | ||||||
Basic net income (loss) per common and subordinated unit | $ | 0.92 | $ | (0.16 | ) | $ | (0.16 | ) | ||||||||
Diluted net income (loss) per common and subordinated unit | $ | 0.9 | $ | (0.16 | ) | $ | (0.16 | ) | ||||||||
Basic average number of common and subordinated units outstanding | 42,770 | 40,417 | 40,417 | |||||||||||||
Equity Participation Unit equivalent units | 1,001 | — | — | |||||||||||||
Diluted average number of common and subordinated units outstanding | 43,771 | 40,417 | 40,417 | |||||||||||||
EquityBased_Compensation
Equity-Based Compensation | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Equity-Based Compensation | ' | |||||||||||||
Long-term Incentive Plan | ||||||||||||||
Effective May 13, 2013, the 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 the 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 canceled, 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 TEP’s general partner or a committee thereof, which is referred 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, TEP’s general partner approved the grant of up to 1.5 million equity participation units (“EPUs”) for issuance to employees and 177,500 EPUs to certain Section 16 officers under the LTIP. Vesting of the EPUs granted to employees is contingent upon the Pony Express Mainline being placed into service and will generally occur in two parts, with one-third vesting on the later of the Pony Express Mainline in-service date or May 13, 2015, and the remaining two-thirds vesting on the later of the Pony Express Mainline in-service date or May 13, 2017. The Pony Express Mainline was placed in service in October 2014. Beginning in the second quarter of 2014, new EPUs granted will vest on terms and conditions as approved by the general partner or the plan administrator. | ||||||||||||||
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 $2.8 million and $7.4 million was recognized during the three and nine months ended September 30, 2014. Of the total compensation cost, $1.5 million and $3.7 million was recognized as compensation expense at TEP for the three and nine months ended September 30, 2014 and the remainder was allocated to TD. Total equity-based compensation cost related to the EPU grants of approximately $2.0 million and $2.1 million was recognized during the three and nine months ended September 30, 2013. As of September 30, 2014, $15.7 million of total compensation cost related to non-vested EPUs is expected to be recognized over a weighted average period of 2.2 years, a portion of which will be charged to TD. | ||||||||||||||
The following table summarizes the changes in the EPUs outstanding for the three and nine months ended September 30, 2014: | ||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||
Shares | Weighted Average | Shares | Weighted Average | |||||||||||
Grant Date Fair Value | Grant Date Fair Value | |||||||||||||
Beginning of period | 1,567,500 | $ | 18.66 | 1,490,000 | $ | 17.49 | ||||||||
Granted | 1,500 | 37.1 | 5,500 | 18.92 | ||||||||||
Forfeited | (30,750 | ) | (17.49 | ) | (29,500 | ) | (17.49 | ) | ||||||
End of period | 1,538,250 | $ | 18.71 | 1,466,000 | $ | 17.49 | ||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||
Shares | Weighted Average | Shares | Weighted Average | |||||||||||
Grant Date Fair Value | Grant Date Fair Value | |||||||||||||
Beginning of period | 1,474,250 | $ | 17.54 | — | $ | — | ||||||||
Granted | 144,000 | 30.07 | 1,495,500 | 17.49 | ||||||||||
Forfeited | (80,000 | ) | (17.53 | ) | (29,500 | ) | (17.49 | ) | ||||||
End of period | 1,538,250 | $ | 18.71 | 1,466,000 | $ | 17.49 | ||||||||
Regulatory_Matters
Regulatory Matters | 9 Months Ended |
Sep. 30, 2014 | |
Regulatory Matters [Abstract] | ' |
Regulatory Matters | ' |
TIGT | |
Pony Express Abandonment – FERC Docket CP12-495 | |
On August 6, 2012, TIGT filed an application to: (1) abandon for FERC purposes approximately 430 miles of mainline natural gas pipeline facilities, along with associated rights of way and other related equipment (collectively, the "Pony Express Assets"), and the natural gas service therefrom, by transferring those assets to Pony Express, 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. This project is referred to 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 the FERC in approving the Pony Express Abandonment, Pony Express is 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 Pony Express will re-deploy existing pipeline assets to meet the growing market need to transport oil supplies 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 a FERC 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 Pony Express. On May 1, 2014, TIGT commenced commercial service through all of the Replacement Gas Facilities, with the exception of Units 3 and 4 at the Tescott Compressor Station. Service through Units 3 and 4 at the Tescott Compressor Station commenced on May 30, 2014. | |
Trailblazer | |
2013 Rate Case Filing - Docket No. RP13-1031 | |
On July 1, 2013, Trailblazer made a rate filing with FERC pursuant to Section 4 of the Natural Gas Act in Docket No. RP13-1031. In this filing, Trailblazer proposed an overall cost of service of $25.7 million, an increase of the base rates, rolled-in base and fuel rates, an overall rate of return of 10.94% and new depreciation rates. On July 31, 2013, FERC issued an order accepting Trailblazer’s filing and suspending the filed tariff rates, subject to refund, for the full statutorily permitted five-month suspension period and setting certain issues for hearing. FERC resolved the non-rate aspects of Trailblazer’s rate case in an order dated December 30, 2013. | |
In conjunction with this filing for rolled-in fuel rates, Trailblazer elected to not seek recovery of unrecovered fuel costs incurred prior to January 1, 2014. Consequently, Trailblazer has recognized expenses related to unrecovered fuel costs of $578,000 for the period from November 13, 2012 to December 31, 2012, $6.0 million for period from January 1, 2012 to November 12, 2012 and $8.4 million during the year ended December 31, 2013. | |
On January 22, 2014, Trailblazer, FERC’s Trial Staff, and the active parties in the pipeline’s general rate case finalized a settlement in principle resolving the pending rate issues, including: (i) establishing transportation rates, as well as fuel and lost and unaccounted for charges; (ii) providing a limited profit sharing arrangement for certain revenues earned from interruptible and short-term firm transport; and (iii) setting the minimum and maximum time that can elapse before Trailblazer’s next rate case at FERC. Trailblazer filed a motion with FERC’s Chief Administrative Law Judge to accept the settlement rates on an interim basis (“Interim Rates”) while the participants finalized a definitive settlement. The Chief Administrative Law Judge accepted the Interim Rates effective February 1, 2014. On February 24, 2014, Trailblazer filed an uncontested offer of settlement (“Stipulation and Agreement”) among active party shippers. The Stipulation and Agreement established the Interim Rates as final settlement rates effective February 1, 2014, subject to the issuance of refunds to certain shippers for January 2014 transportation services and revised fuel and lost and unaccounted for rates, effective July 1, 2014. On March 11, 2014, the Presiding Administrative Law Judge certified the Stipulation and Agreement. On May 29, 2014, FERC approved the Stipulation and Agreement. On June 30, 2014, Trailblazer filed tariff sheets to implement the Stipulation and Agreement effective July 1, 2014. Estimated refunds were reserved from revenues recorded in January 2014. On July 1, 2014, Trailblazer submitted refunds to its customers for amounts collected in excess of amounts that would have been collected under the Settlement Rates, with interest, and on July 18, 2014, filed a report of refunds with the FERC. The FERC issued orders accepting the tariff sheets with the requested effective date of July 1, 2014 and accepting the refund report filing on July 25, 2014 and August 7, 2014, respectively. | |
Pony Express | |
On September 19, 2014 Pony Express filed for initial local Non Contract Rates as well as an initial Rules and Regulations in accordance with the Interstate Commerce Act to be effective starting on October 1, 2014. Local Contract Tariff rates were filed on October 29, 2014. Joint Contract Tariff rates for oil received into the Pony Express pipeline system from the Belle Fourche Pipeline were filed on October 16, 2014. It is not known at this time when Hiland Pipeline Company will file the Joint Contract Tariff rates for movements between its system and Pony Express. | |
Other Regulatory Matters | |
There are currently no proceedings challenging the rates of Pony Express, TIGT, or Trailblazer. Regulators, as well as shippers, do have rights, under circumstances prescribed by applicable regulations, to challenge the rates that TIGT and Trailblazer charge. TEP can provide no assurance that current rates will remain unchallenged. Any successful challenge could have a material, adverse effect on TEP’s future earnings and cash flows. |
Legal_and_Environmental_Matter
Legal and Environmental Matters | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Legal and Environmental Matters | ' |
16. Legal and Environmental Matters | |
Legal | |
In addition to the matters discussed below, TEP is a defendant in various lawsuits arising from the day-to-day operations of its 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 aggregate reserves for legal claims of approximately $0.6 million and $0.3 million as of September 30, 2014 and December 31, 2013, respectively. | |
TIGT | |
Prairie Horizon | |
On July 3, 2014, Prairie Horizon Agri-Energy LLC ("Prairie Horizon") filed an action in the District Court of Phillips County, Kansas against TIGT seeking damages from an alleged intrusion of foreign material and oil from TIGT into Prairie Horizon's ethanol plant. Prairie Horizon asserts that this intrusion caused substantial damage to Prairie Horizon's ethanol production facilities and resulted in corresponding business income losses. Prairie Horizon also claims that the intrusion was a violation of TIGT's FERC Gas Tariff. Prairie Horizon alleges that it has suffered damages in the amount of approximately $2.0 million. TIGT believes Prairie Horizon's claims are without merit and plans to vigorously contest all of the claims in this matter. | |
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. Both failures 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. In February 2014, TEP communicated to PHMSA that TEP’s investigation of the pipeline involved in the Kimball County failure is complete and TEP intends to restore pressure to full maximum allowable operating pressure. TEP is currently working with PHMSA to develop a plan to close the Corrective Action Order received from PHMSA and expects the cost of remaining remediation activities related to the Goshen County failure to approximate $0.8 million. | |
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 its 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 has environmental accruals of $5.4 million and $5.0 million at September 30, 2014 and December 31, 2013, respectively. | |
TMID | |
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. TMID received a letter from the U.S. EPA concerning settlement of this matter in April 2013 and received additional settlement communications from the U.S. EPA and Department of Justice beginning in July 2014. Settlement negotiations are continuing, including attempted 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 Lis |
Reporting_Segments
Reporting Segments | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Reporting Segments | ' | |||||||||||||||||||||||
TEP’s operations are located in the United States. During the third quarter of 2014, management revised TEP's segment reporting structure to reflect the acquisition of a membership interest in Pony Express. As a result, TEP is now organized into three reporting segments: (1) Natural Gas Transportation & Logistics, (2) Crude Oil Transportation & Logistics, and (3) Processing & Logistics. | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | ||||||||||||||||||||||||
The Natural Gas Transportation & Logistics segment is engaged in ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities that provide services to on-system customers (such as third-party LDCs), industrial users and other shippers. As discussed in Note 2 – Summary of Significant Accounting Policies, results for prior periods have been recast to reflect the operations of Trailblazer. | ||||||||||||||||||||||||
Crude Oil Transportation & Logistics | ||||||||||||||||||||||||
The Crude Oil Transportation & Logistics segment is engaged in ownership and construction of a FERC-regulated crude oil pipeline to serve the Bakken Shale and other nearby oil producing basins. The Pony Express Mainline was placed in service in October 2014. The Crude Oil Transportation & Logistics segment also includes the construction of the Northeast Colorado Lateral, which will interconnect with the Pony Express Mainline just east of Sterling, Colorado. The Northeast Colorado Lateral is expected to be placed in service during the first half of 2015. | ||||||||||||||||||||||||
Processing & Logistics | ||||||||||||||||||||||||
The Processing & Logistics segment is engaged in 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 business services provided primarily to the oil and gas exploration and production industry. | ||||||||||||||||||||||||
Corporate and Other | ||||||||||||||||||||||||
Corporate and Other includes corporate overhead costs incurred subsequent to the IPO on May 17, 2013 that are not directly associated with the operations of TEP’s reportable segments, such as interest and fees associated with TEP’s 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. | ||||||||||||||||||||||||
TEP considers Adjusted EBITDA as its primary segment performance measure as TEP believes it is the most 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 excluding the impact of 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 or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments. | ||||||||||||||||||||||||
The following tables set forth TEP’s segment information for the periods indicated: | ||||||||||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | |||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 32,090 | $ | — | $ | 32,090 | $ | 31,893 | $ | (151 | ) | $ | 31,742 | |||||||||||
Processing & Logistics | 57,863 | — | 57,863 | 36,976 | — | 36,976 | ||||||||||||||||||
Total revenue | $ | 89,953 | $ | — | $ | 89,953 | $ | 68,869 | $ | (151 | ) | $ | 68,718 | |||||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | |||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 103,076 | $ | — | $ | 103,076 | $ | 94,754 | $ | (521 | ) | $ | 94,233 | |||||||||||
Processing & Logistics | 158,976 | — | 158,976 | 109,520 | — | 109,520 | ||||||||||||||||||
Total revenue | $ | 262,052 | $ | — | $ | 262,052 | $ | 204,274 | $ | (521 | ) | $ | 203,753 | |||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | |||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | |||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | |||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 17,152 | $ | (1,430 | ) | $ | 15,722 | $ | 14,305 | $ | (151 | ) | $ | 14,154 | ||||||||||
Crude Oil Transportation & Logistics | (22 | ) | — | (22 | ) | (1 | ) | — | (1 | ) | ||||||||||||||
Processing & Logistics | 8,615 | — | 8,615 | 3,644 | 151 | 3,795 | ||||||||||||||||||
Corporate and other | (625 | ) | — | (625 | ) | (632 | ) | — | (632 | ) | ||||||||||||||
Reconciliation to Net Income: | ||||||||||||||||||||||||
Interest expense, net | 1,414 | 1,376 | ||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 9,568 | 9,365 | ||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (395 | ) | 112 | |||||||||||||||||||||
Non-cash compensation expense | 1,475 | 863 | ||||||||||||||||||||||
Distributions from unconsolidated investment | 184 | — | ||||||||||||||||||||||
Net Income (Loss) attributable to partners | $ | 11,444 | $ | 5,600 | ||||||||||||||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | |||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | |||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | |||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 52,080 | $ | (4,015 | ) | $ | 48,065 | $ | 39,247 | $ | (521 | ) | $ | 38,726 | ||||||||||
Crude Oil Transportation & Logistics | (22 | ) | — | (22 | ) | (1 | ) | — | (1 | ) | ||||||||||||||
Processing & Logistics | 23,722 | — | 23,722 | 15,713 | 521 | 16,234 | ||||||||||||||||||
Corporate and other | (1,875 | ) | — | (1,875 | ) | (939 | ) | — | (939 | ) | ||||||||||||||
Reconciliation to Net Income: | ||||||||||||||||||||||||
Interest expense, net | 4,848 | 10,435 | ||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 26,246 | 28,592 | ||||||||||||||||||||||
Loss on extinguishment of debt | — | 17,526 | ||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (140 | ) | 183 | |||||||||||||||||||||
Non-cash compensation expense | 3,724 | 948 | ||||||||||||||||||||||
Distributions from unconsolidated investment | 1,464 | — | ||||||||||||||||||||||
Equity in earnings of unconsolidated investment | (717 | ) | — | |||||||||||||||||||||
Gain on remeasurement of unconsolidated investment | (9,388 | ) | — | |||||||||||||||||||||
Net Income (Loss) attributable to partners | $ | 43,853 | $ | (3,664 | ) | |||||||||||||||||||
Total Assets | ||||||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 717,234 | $ | 734,145 | ||||||||||||||||||||
Crude Oil Transportation & Logistics | 1,567,055 | 566,156 | ||||||||||||||||||||||
Processing & Logistics | 344,240 | 326,599 | ||||||||||||||||||||||
Corporate and other | 7,006 | 4,513 | ||||||||||||||||||||||
Total assets | $ | 2,635,535 | $ | 1,631,413 | ||||||||||||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Pony Express Placed In Service | |
On October 8, 2014, TEP announced that line fill for the Pony Express Mainline was completed and the pipeline had been placed in commercial service. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
These unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2014 and 2013 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”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but has not been audited as recast for Trailblazer and Pony Express and does not include disclosures required by GAAP for annual periods. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2014 and 2013 include all normal, recurring adjustments and disclosures that we believe are necessary for a fair presentation of the results for the interim periods. 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. | |
Consolidation | ' |
TEP’s financial results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014. These unaudited condensed consolidated financial statements should be read in conjunction with TEP’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013 (“2013 Form 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on March 11, 2014. | |
The accompanying consolidated financial statements of TEP include historical cost-basis accounts of the assets of TEP Predecessor, contributed to TEP by TD in connection with the IPO, for the periods prior to May 17, 2013, the closing date of TEP’s IPO, as well as Trailblazer for the periods prior to April 1, 2014, the date TEP acquired Trailblazer from TD, and Pony Express for the periods prior to September 1, 2014, the date TEP acquired a 33.3% membership interest in Pony Express, 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 transfers between the entities of the assets and liabilities have 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. | |
As further discussed in Note 4 – Acquisitions, TEP closed the acquisition of Trailblazer on April 1, 2014 and the acquisition of a 33.3% membership interest in Pony Express effective September 1, 2014. As the acquisitions of Trailblazer and Pony Express are considered transactions between entities under common control, and a change in reporting entity, the financial information presented for prior periods has been recast to include Trailblazer and Pony Express for all periods presented. | |
The condensed consolidated financial statements include the accounts of TEP and its subsidiaries and controlled affiliates. Significant intra-entity items have been eliminated in the presentation. TEP was determined to be the primary beneficiary of Pony Express and has consolidated Pony Express accordingly. Net equity distributions of the TEP Predecessor and the Predecessor Entities included in the Consolidated Statements of Cash Flows represent transfers of cash as a result of TD’s centralized cash management systems prior to May 17, 2013, and prior to April 1, 2014 for Trailblazer and September 1, 2014 for Pony Express, 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. Pony Express participates in a cash management agreement with TD, which holds a 66.7% common membership interest in Pony Express, under which cash balances are swept daily and recorded as loans from Pony Express to TD. | |
A variable interest entity ("VIE") is a legal entity that possesses any of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or equity owners who do not have the obligation to absorb expected losses or the right to receive the expected residual returns of the entity. Companies are required to consolidate a VIE if they are its primary beneficiary, which is the enterprise that has a variable interest that could be significant to the VIE and the power to direct the activities that most significantly impact the entity’s economic performance. TEP has presented separately on its condensed consolidated balance sheets, to the extent material, the assets of its consolidated VIE that can only be used to settle specific obligations of the consolidated VIE, and the liabilities of TEP's consolidated VIE for which creditors do not have recourse to TEP's general credit. Pony Express is considered to be a VIE under the applicable authoritative guidance. Based on a qualitative analysis in accordance with the applicable authoritative guidance, TEP has determined that it has the power to direct matters that most significantly impact the activities of Pony Express and has the right to receive benefits of Pony Express that could potentially be significant to Pony Express. TEP has consolidated Pony Express as TEP is the primary beneficiary. For additional information see Note 3 – Variable Interest Entities. | |
Use of Estimates | ' |
Use of Estimates | |
Certain amounts included in or affecting these condensed 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’s 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. | |
Income Tax, Policy | ' |
Income Taxes | |
Prior to September 1, 2014, TEP was comprised solely of limited liability companies that have elected to be treated as partnerships for income tax purposes. As discussed above, effective September 1, 2014 TEP acquired a 33.3% membership interest in Pony Express, which in turn owns 99.8% of Tallgrass Pony Express Pipeline (Colorado), Inc. ("PXP Colorado"), a C corporation. PXP Colorado is currently in the process of constructing the Northeast Colorado Lateral and has not yet commenced operations or generated any income. Accordingly, no provision for federal or state income taxes has been recorded in the financial statements of TEP. | |
Accounting Pronouncements Issued But Not Yet Effective | ' |
Accounting Pronouncements Issued But Not Yet Effective | |
ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a comprehensive and converged set of principles-based revenue recognition guidelines which supersede the existing industry and transaction-specific standards. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, entities must apply a five step process to (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also mandates disclosure of sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The disclosure requirements include qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. | |
The amendments in ASU 2014-09 are effective for public entities for annual reporting periods beginning after December 15, 2016, and for interim periods within that reporting period. Early application is not permitted. TEP is currently evaluating the impact of ASU 2014-09, however it is not expected to have a material impact on TEP's financial position and results of operations. | |
ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period" | |
In June 2014, The FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 provides explicit guidance on accounting for share-based payments requiring a specific performance target to be achieved in order for employees to become eligible to vest in the awards when that performance target may be achieved after the requisite service period for the award. The ASU requires that such performance targets be treated as a performance condition, and should not be reflected in the estimate of the grant-date fair value of the award. Instead, compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2014-12 is not expected to have a material impact on TEP's financial position and results of operations. |
Variable_Interest_Entity_Table
Variable Interest Entity (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Schedule of Variable Interest Entities [Table Text Block] | ' | |||||||
The carrying amounts and classifications of the Pony Express assets and liabilities included in TEP's condensed consolidated balance sheet at September 30, 2014 and December 31, 2013 are as follows: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Current assets | $ | 341,417 | $ | — | ||||
Noncurrent assets | 1,225,638 | 566,156 | ||||||
Total assets | $ | 1,567,055 | $ | 566,156 | ||||
Current liabilities | $ | 210,944 | $ | 89,247 | ||||
Noncurrent liabilities | — | — | ||||||
Total liabilities | $ | 210,944 | $ | 89,247 | ||||
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Impact of Adjustments Related to Transaction Among Entities Under Common Control, Balance Sheet | ' | ||||||||||||||||
The results of our acquisitions of Trailblazer and Pony Express are included in the consolidated balance sheets as of September 30, 2014 and December 31, 2013. The following table presents the previously reported December 31, 2013 consolidated balance sheet, adjusted for the acquisitions of Trailblazer and Pony Express: | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
ASSETS | |||||||||||||||||
Current Assets: | |||||||||||||||||
Accounts receivable, net | $ | 27,615 | $ | 2,418 | $ | — | $ | 30,033 | |||||||||
Gas imbalances | 2,598 | 530 | — | 3,128 | |||||||||||||
Inventories | 5,148 | 401 | — | 5,549 | |||||||||||||
Prepayments and other current assets | 16,986 | — | — | 16,986 | |||||||||||||
Total Current Assets | 52,347 | 3,349 | — | 55,696 | |||||||||||||
Property, plant and equipment, net | 594,911 | 62,869 | 459,026 | 1,116,806 | |||||||||||||
Goodwill | 304,474 | 30,241 | — | 334,715 | |||||||||||||
Intangible asset, net | — | — | 102,567 | 102,567 | |||||||||||||
Unconsolidated investment | 1,255 | — | — | 1,255 | |||||||||||||
Deferred financing costs | 4,512 | — | — | 4,512 | |||||||||||||
Deferred charges and other assets | 10,299 | 1,000 | 4,563 | 15,862 | |||||||||||||
Total Assets | $ | 967,798 | $ | 97,459 | $ | 566,156 | $ | 1,631,413 | |||||||||
LIABILITIES AND PARTNERS’ EQUITY | |||||||||||||||||
Current Liabilities: | |||||||||||||||||
Accounts payable | $ | 54,621 | $ | 5,619 | $ | 89,212 | $ | 149,452 | |||||||||
Accounts payable to related parties | 7,134 | 3 | — | 7,137 | |||||||||||||
Gas imbalances | 3,142 | 522 | — | 3,664 | |||||||||||||
Derivative liabilities at fair value | 184 | — | — | 184 | |||||||||||||
Accrued taxes | 4,427 | 1,093 | — | 5,520 | |||||||||||||
Accrued other current liabilities | 14,777 | 1,971 | 35 | 16,783 | |||||||||||||
Total Current Liabilities | 84,285 | 9,208 | 89,247 | 182,740 | |||||||||||||
Long-term debt | 135,000 | — | — | 135,000 | |||||||||||||
Other long-term liabilities and deferred credits | 4,572 | — | — | 4,572 | |||||||||||||
Total Long-term Liabilities | 139,572 | — | — | 139,572 | |||||||||||||
Partners’ Equity: | |||||||||||||||||
Net Equity | 743,941 | 88,251 | 476,909 | 1,309,101 | |||||||||||||
Total Partners’ Equity | 743,941 | 88,251 | 476,909 | 1,309,101 | |||||||||||||
Total Liabilities and Partners’ Equity | $ | 967,798 | $ | 97,459 | $ | 566,156 | $ | 1,631,413 | |||||||||
Impact of Adjustments Related to Transaction Among Entities Under Common Control, Income Statement | ' | ||||||||||||||||
The results of our acquisitions of Trailblazer and Pony Express are included in the condensed consolidated statements of income for the three and nine months ended September 30, 2014 and 2013. The following tables present the previously reported condensed consolidated statements of income for the three and nine months ended September 30, 2013, adjusted for the acquisitions of Trailblazer and Pony Express: | |||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues: | |||||||||||||||||
Natural gas liquids sales | $ | 32,216 | $ | — | $ | — | $ | 32,216 | |||||||||
Natural gas sales | 3,053 | 328 | — | 3,381 | |||||||||||||
Transportation services | 23,785 | 5,131 | — | 28,916 | |||||||||||||
Processing and other revenues | 4,205 | — | — | 4,205 | |||||||||||||
Total Revenues | 63,259 | 5,459 | — | 68,718 | |||||||||||||
Operating Costs and Expenses: | |||||||||||||||||
Cost of sales and transportation services | 32,307 | 2,697 | — | 35,004 | |||||||||||||
Operations and maintenance | 8,588 | 689 | — | 9,277 | |||||||||||||
Depreciation and amortization | 7,342 | 1,771 | 757 | 9,870 | |||||||||||||
General and administrative | 6,071 | 1,249 | 1 | 7,321 | |||||||||||||
Taxes, other than income taxes | 1,577 | 268 | — | 1,845 | |||||||||||||
Total Operating Costs and Expenses | 55,885 | 6,674 | 758 | 63,317 | |||||||||||||
Operating Income (Loss) | 7,374 | (1,215 | ) | (758 | ) | 5,401 | |||||||||||
Other (Expense) Income: | |||||||||||||||||
Interest (expense) income, net | (1,422 | ) | 46 | — | (1,376 | ) | |||||||||||
Loss on extinguishment of debt | — | — | — | — | |||||||||||||
Other income, net | 1,054 | 16 | — | 1,070 | |||||||||||||
Total Other (Expense) Income | (368 | ) | 62 | — | (306 | ) | |||||||||||
Net Income (Loss) | $ | 7,006 | $ | (1,153 | ) | $ | (758 | ) | $ | 5,095 | |||||||
Net loss attributable to noncontrolling interests | — | — | 505 | 505 | |||||||||||||
Net Income (Loss) attributable to partners | $ | 7,006 | $ | (1,153 | ) | $ | (253 | ) | $ | 5,600 | |||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues: | |||||||||||||||||
Natural gas liquids sales | $ | 97,307 | $ | — | $ | — | $ | 97,307 | |||||||||
Natural gas sales | 7,242 | 837 | — | 8,079 | |||||||||||||
Transportation services | 73,446 | 15,997 | — | 89,443 | |||||||||||||
Processing and other revenues | 8,924 | — | — | 8,924 | |||||||||||||
Total Revenues | 186,919 | 16,834 | — | 203,753 | |||||||||||||
Operating Costs and Expenses: | |||||||||||||||||
Cost of sales and transportation services | 94,135 | 7,312 | — | 101,447 | |||||||||||||
Operations and maintenance | 23,428 | 2,441 | — | 25,869 | |||||||||||||
Depreciation and amortization | 22,324 | 5,511 | 2,271 | 30,106 | |||||||||||||
General and administrative | 15,744 | 4,120 | 3 | 19,867 | |||||||||||||
Taxes, other than income taxes | 4,748 | 806 | — | 5,554 | |||||||||||||
Total Operating Costs and Expenses | 160,379 | 20,190 | 2,274 | 182,843 | |||||||||||||
Operating Income (Loss) | 26,540 | (3,356 | ) | (2,274 | ) | 20,910 | |||||||||||
Other (Expense) Income: | |||||||||||||||||
Interest (expense) income, net | (10,486 | ) | 51 | — | (10,435 | ) | |||||||||||
Loss on extinguishment of debt | (17,526 | ) | — | — | (17,526 | ) | |||||||||||
Other income, net | 1,822 | 49 | — | 1,871 | |||||||||||||
Total Other (Expense) Income | (26,190 | ) | 100 | — | (26,090 | ) | |||||||||||
Net Income (Loss) | 350 | (3,256 | ) | (2,274 | ) | (5,180 | ) | ||||||||||
Net loss attributable to noncontrolling interests | — | — | 1,516 | 1,516 | |||||||||||||
Net Income (Loss) attributable to partners | $ | 350 | $ | (3,256 | ) | $ | (758 | ) | $ | (3,664 | ) | ||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||||
The following represents the fair value of assets acquired and liabilities assumed at May 13, 2014 (in thousands): | |||||||||||||||||
Accounts receivable | $ | 790 | |||||||||||||||
Property, plant and equipment | 4,100 | ||||||||||||||||
Intangible assets | 8,200 | (1) | |||||||||||||||
Accounts payable and accrued liabilities | (134 | ) | |||||||||||||||
Distribution payable | (634 | ) | |||||||||||||||
Net identifiable assets acquired | 12,322 | ||||||||||||||||
Goodwill | 8,573 | ||||||||||||||||
Net assets acquired | $ | 20,895 | |||||||||||||||
(1) | The $8.2 million intangible asset acquired represents a major customer contract. See Note 8 – Goodwill and Other Intangible Assets for additional information. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||
Schedule of Transactions with Affiliated Companies | ' | |||||||||||||||
Totals of transactions with affiliated companies are as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Charges to TEP: (1) | ||||||||||||||||
Property, plant and equipment, net | $ | 7,926 | $ | 319 | $ | 14,534 | $ | 5,212 | ||||||||
Operation and maintenance | $ | 4,701 | $ | 4,401 | $ | 13,657 | $ | 13,117 | ||||||||
General and administrative (2) | $ | 5,783 | $ | 7,237 | $ | 14,670 | $ | 19,531 | ||||||||
(1) | Charges to TEP include directly charged wages and salaries, other compensation and benefits, and shared services. | |||||||||||||||
(2) | During the three and nine months ended September 30, 2014 and 2013, TEP reimbursed TD for general and administrative expenses as discussed above, resulting in allocated amounts for general and administrative costs. | |||||||||||||||
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 Condensed Consolidated Balance Sheets are as follows: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
(in thousands) | ||||||||||||||||
Receivables from affiliated companies: | ||||||||||||||||
Tallgrass Operations, LLC | $ | 237,537 | $ | — | ||||||||||||
Total receivables from affiliated companies | $ | 237,537 | $ | — | ||||||||||||
Payables to affiliated companies: | ||||||||||||||||
Tallgrass Operations, LLC | $ | 23,579 | $ | 7,106 | ||||||||||||
Rockies Express Pipeline LLC | 17 | 31 | ||||||||||||||
Total payables to affiliated companies | $ | 23,596 | $ | 7,137 | ||||||||||||
Schedule of Balances of Gas Imbalance with Affiliated Shippers | ' | |||||||||||||||
Balances of gas imbalances with affiliated shippers are as follows: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
(in thousands) | ||||||||||||||||
Affiliate gas balance receivables | $ | 31 | $ | 137 | ||||||||||||
Affiliate gas balance payables | $ | 648 | $ | 122 | ||||||||||||
Inventory_Tables
Inventory (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Components of Inventory | ' | |||||||
The components of inventory at September 30, 2014 and December 31, 2013 consisted of the following: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Crude oil | $ | 82,504 | $ | — | ||||
Materials and supplies | 2,461 | 2,137 | ||||||
Natural gas liquids | 1,872 | 1,009 | ||||||
Gas in underground storage | 4,956 | 2,403 | ||||||
Total inventory | $ | 91,793 | $ | 5,549 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Components of Property Plant and Equipment | ' | |||||||
A summary of net property, plant and equipment by classification is as follows: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Natural gas pipelines | $ | 420,658 | $ | 397,287 | ||||
Processing and treating assets | 239,083 | 209,329 | ||||||
General and other | 31,000 | 26,076 | ||||||
Construction work in progress | 1,131,991 | 506,378 | ||||||
Accumulated depreciation and amortization | (42,983 | ) | (22,264 | ) | ||||
Total property, plant and equipment, net | $ | 1,779,749 | $ | 1,116,806 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | ' | |||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||||||||||||
The following table presents a reconciliation of the carrying amount of goodwill by reportable segment for the reporting period: | ||||||||||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | Processing & Logistics | Total | Natural Gas Transportation & Logistics | Processing & Logistics | Total | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Balance at beginning of period | $ | 255,558 | $ | 87,730 | $ | 343,288 | $ | 255,100 | $ | 78,057 | $ | 333,157 | ||||||||||||
Goodwill acquired | — | — | — | — | — | — | ||||||||||||||||||
Balance at end of period | $ | 255,558 | $ | 87,730 | $ | 343,288 | $ | 255,100 | $ | 78,057 | $ | 333,157 | ||||||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | Processing & Logistics | Total | Natural Gas Transportation & Logistics | Processing & Logistics | Total | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Balance at beginning of period | $ | 255,558 | $ | 79,157 | $ | 334,715 | $ | 255,100 | $ | 78,057 | $ | 333,157 | ||||||||||||
Goodwill acquired | — | 8,573 | (1) | 8,573 | — | — | — | |||||||||||||||||
Balance at end of period | $ | 255,558 | $ | 87,730 | $ | 343,288 | $ | 255,100 | $ | 78,057 | $ | 333,157 | ||||||||||||
(1) | The $8.6 million of goodwill was recorded in connection with the acquisition of a controlling interest in Water Solutions on May 13, 2014. | |||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||||||||||||
A summary of amortized intangible assets is as follows: | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Pony Express oil conversion use rights | $ | 105,973 | $ | 105,973 | ||||||||||||||||||||
Redtail customer contract | 8,200 | — | ||||||||||||||||||||||
Accumulated amortization | (7,617 | ) | (3,406 | ) | ||||||||||||||||||||
Intangible assets, net | $ | 106,556 | $ | 102,567 | ||||||||||||||||||||
Risk_Management_Tables
Risk Management (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
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 Condensed Consolidated Balance Sheets: | ||||||||||||||||||
Balance Sheet | 30-Sep-14 | 31-Dec-13 | ||||||||||||||||
Location | ||||||||||||||||||
(in thousands) | ||||||||||||||||||
Energy commodity derivative contracts | Current liabilities | $ | 44 | $ | 184 | |||||||||||||
Derivative Contracts Included in Consolidated Statements of Income | ' | |||||||||||||||||
The following table summarizes the impact of derivative contracts included in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||||
Location of | Amount of gain (loss) recognized in income on derivatives | |||||||||||||||||
gain (loss) recognized | ||||||||||||||||||
in income on | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
derivatives | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | ||||||||||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | 9 | $ | (91 | ) | $ | (449 | ) | $ | (375 | ) | ||||||
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 in a liability position as of September 30, 2014 and December 31, 2013 based on the fair value hierarchy established by the Codification: | ||||||||||||||||||
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 September 30, 2014 | ||||||||||||||||||
Energy commodity derivative contracts | $ | 44 | $ | — | $ | 44 | $ | — | ||||||||||
TEP as of December 31, 2013 | ||||||||||||||||||
Energy commodity derivative contracts | $ | 184 | $ | — | $ | 184 | $ | — | ||||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of Line of Credit Facilities | ' | |||||||||||||||||||
The following table sets forth the outstanding borrowings, letters of credit issued, and available borrowing capacity under the revolving credit facility as of September 30, 2014 and December 31, 2013: | ||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Total capacity under the revolving credit facility | $ | 850,000 | $ | 500,000 | ||||||||||||||||
Less: Outstanding borrowings under the revolving credit facility | (568,000 | ) | (135,000 | ) | ||||||||||||||||
Less: Letters of credit issued under the revolving credit facility | — | (654 | ) | |||||||||||||||||
Available capacity under the revolving credit facility | $ | 282,000 | $ | 364,346 | ||||||||||||||||
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 Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013, but for which fair value is disclosed: | ||||||||||||||||||||
Fair Value | ||||||||||||||||||||
Quoted prices | Significant | Significant | Total | Carrying | ||||||||||||||||
in active markets | other observable | unobservable | Amount | |||||||||||||||||
for identical assets | inputs | inputs | ||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
September 30, 2014 | $ | — | $ | 568,000 | $ | — | $ | 568,000 | $ | 568,000 | ||||||||||
December 31, 2013 | $ | — | $ | 135,000 | $ | — | $ | 135,000 | $ | 135,000 | ||||||||||
Partnership_Equity_and_Distrib1
Partnership Equity and Distributions (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||||
Summary of Distributions | ' | |||||||||||||||||||||||
The following table shows the distributions for the year ended 2013 and nine months ended September 30, 2014: | ||||||||||||||||||||||||
Distributions | ||||||||||||||||||||||||
Limited Partners | General Partner | Distributions | ||||||||||||||||||||||
Common and | per Limited | |||||||||||||||||||||||
Three Months Ended | Date Paid | Subordinated Units | Incentive Distribution Rights | General Partner Units | Total | Partner Unit | ||||||||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||||||||||
30-Sep-14 | November 14, 2014(1) | $ | 20,092 | $ | 1,208 | $ | 363 | $ | 21,663 | $ | 0.41 | |||||||||||||
30-Jun-14 | August 14, 2014 | 18,596 | 758 | 330 | 19,684 | 0.38 | ||||||||||||||||||
March 31, 2014 | May 14, 2014 | 13,288 | 126 | 274 | 13,688 | 0.325 | ||||||||||||||||||
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 | August 13, 2013 | 5,759 | — | 118 | 5,877 | 0.1422 | (2) | |||||||||||||||||
(1) | The distribution declared on October 7, 2014 for the third quarter of 2014 will be paid November 14, 2014 subsequent to the date of this Quarterly Report on 49,005,480 common units and subordinated units of record at the close of business on October 31, 2014. | |||||||||||||||||||||||
(2) | The distribution declared on July 18, 2013 for the second quarter of 2013 represented a prorated amount of the MQD of $0.2875 per common unit, based upon the number of days between the closing of the IPO on May 17, 2013 and June 30, 2013. |
Net_Income_per_Limited_Partner1
Net Income per Limited Partner Unit (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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 three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||
Net income | $ | 11,253 | $ | 5,095 | ||||||||||||
Net loss attributable to noncontrolling interests | 191 | 505 | ||||||||||||||
Net income attributable to partners | 11,444 | 5,600 | ||||||||||||||
Predecessor operations interest in net loss | 1,134 | 1,406 | ||||||||||||||
General partner interest in net income | (1,435 | ) | (140 | ) | ||||||||||||
Net income available to common and subordinated unitholders | $ | 11,143 | $ | 6,866 | ||||||||||||
Basic net income per common and subordinated unit | $ | 0.24 | $ | 0.17 | ||||||||||||
Diluted net income per common and subordinated unit | $ | 0.23 | $ | 0.17 | ||||||||||||
Basic average number of common and subordinated units outstanding | 46,855 | 40,500 | ||||||||||||||
Equity Participation Unit equivalent units | 1,093 | 363 | ||||||||||||||
Diluted average number of common and subordinated units outstanding | 47,948 | 40,863 | ||||||||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | Period from January 1, 2013 to May 16, 2013 | Period from May 17, 2013 to September 30, 2013 | |||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||
Net income (loss) | $ | 42,597 | $ | (5,180 | ) | $ | 5,049 | $ | (10,229 | ) | ||||||
Net loss attributable to noncontrolling interests | 1,256 | 1,516 | 761 | 755 | ||||||||||||
Net income (loss) attributable to partners | 43,853 | (3,664 | ) | 5,810 | (9,474 | ) | ||||||||||
Predecessor operations interest in net (income) loss | (1,508 | ) | 4,014 | 1,172 | 2,842 | |||||||||||
General partner interest in net (income) loss | (2,912 | ) | (6,849 | ) | (6,982 | ) | 133 | |||||||||
Net income (loss) available to common and subordinated unitholders | $ | 39,433 | $ | (6,499 | ) | $ | — | $ | (6,499 | ) | ||||||
Basic net income (loss) per common and subordinated unit | $ | 0.92 | $ | (0.16 | ) | $ | (0.16 | ) | ||||||||
Diluted net income (loss) per common and subordinated unit | $ | 0.9 | $ | (0.16 | ) | $ | (0.16 | ) | ||||||||
Basic average number of common and subordinated units outstanding | 42,770 | 40,417 | 40,417 | |||||||||||||
Equity Participation Unit equivalent units | 1,001 | — | — | |||||||||||||
Diluted average number of common and subordinated units outstanding | 43,771 | 40,417 | 40,417 | |||||||||||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Summarizes Changes in EPUs Outstanding | ' | |||||||||||||
The following table summarizes the changes in the EPUs outstanding for the three and nine months ended September 30, 2014: | ||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||
Shares | Weighted Average | Shares | Weighted Average | |||||||||||
Grant Date Fair Value | Grant Date Fair Value | |||||||||||||
Beginning of period | 1,567,500 | $ | 18.66 | 1,490,000 | $ | 17.49 | ||||||||
Granted | 1,500 | 37.1 | 5,500 | 18.92 | ||||||||||
Forfeited | (30,750 | ) | (17.49 | ) | (29,500 | ) | (17.49 | ) | ||||||
End of period | 1,538,250 | $ | 18.71 | 1,466,000 | $ | 17.49 | ||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||
Shares | Weighted Average | Shares | Weighted Average | |||||||||||
Grant Date Fair Value | Grant Date Fair Value | |||||||||||||
Beginning of period | 1,474,250 | $ | 17.54 | — | $ | — | ||||||||
Granted | 144,000 | 30.07 | 1,495,500 | 17.49 | ||||||||||
Forfeited | (80,000 | ) | (17.53 | ) | (29,500 | ) | (17.49 | ) | ||||||
End of period | 1,538,250 | $ | 18.71 | 1,466,000 | $ | 17.49 | ||||||||
Reporting_Segments_Tables
Reporting Segments (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Summary of TEP's Segment Information of Revenue | ' | |||||||||||||||||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | |||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 103,076 | $ | — | $ | 103,076 | $ | 94,754 | $ | (521 | ) | $ | 94,233 | |||||||||||
Processing & Logistics | 158,976 | — | 158,976 | 109,520 | — | 109,520 | ||||||||||||||||||
Total revenue | $ | 262,052 | $ | — | $ | 262,052 | $ | 204,274 | $ | (521 | ) | $ | 203,753 | |||||||||||
The following tables set forth TEP’s segment information for the periods indicated: | ||||||||||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | |||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 32,090 | $ | — | $ | 32,090 | $ | 31,893 | $ | (151 | ) | $ | 31,742 | |||||||||||
Processing & Logistics | 57,863 | — | 57,863 | 36,976 | — | 36,976 | ||||||||||||||||||
Total revenue | $ | 89,953 | $ | — | $ | 89,953 | $ | 68,869 | $ | (151 | ) | $ | 68,718 | |||||||||||
Summary of TEP's Segment Information of Earnings | ' | |||||||||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | |||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | |||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | |||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 17,152 | $ | (1,430 | ) | $ | 15,722 | $ | 14,305 | $ | (151 | ) | $ | 14,154 | ||||||||||
Crude Oil Transportation & Logistics | (22 | ) | — | (22 | ) | (1 | ) | — | (1 | ) | ||||||||||||||
Processing & Logistics | 8,615 | — | 8,615 | 3,644 | 151 | 3,795 | ||||||||||||||||||
Corporate and other | (625 | ) | — | (625 | ) | (632 | ) | — | (632 | ) | ||||||||||||||
Reconciliation to Net Income: | ||||||||||||||||||||||||
Interest expense, net | 1,414 | 1,376 | ||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 9,568 | 9,365 | ||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (395 | ) | 112 | |||||||||||||||||||||
Non-cash compensation expense | 1,475 | 863 | ||||||||||||||||||||||
Distributions from unconsolidated investment | 184 | — | ||||||||||||||||||||||
Net Income (Loss) attributable to partners | $ | 11,444 | $ | 5,600 | ||||||||||||||||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | |||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | |||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | |||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 52,080 | $ | (4,015 | ) | $ | 48,065 | $ | 39,247 | $ | (521 | ) | $ | 38,726 | ||||||||||
Crude Oil Transportation & Logistics | (22 | ) | — | (22 | ) | (1 | ) | — | (1 | ) | ||||||||||||||
Processing & Logistics | 23,722 | — | 23,722 | 15,713 | 521 | 16,234 | ||||||||||||||||||
Corporate and other | (1,875 | ) | — | (1,875 | ) | (939 | ) | — | (939 | ) | ||||||||||||||
Reconciliation to Net Income: | ||||||||||||||||||||||||
Interest expense, net | 4,848 | 10,435 | ||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 26,246 | 28,592 | ||||||||||||||||||||||
Loss on extinguishment of debt | — | 17,526 | ||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (140 | ) | 183 | |||||||||||||||||||||
Non-cash compensation expense | 3,724 | 948 | ||||||||||||||||||||||
Distributions from unconsolidated investment | 1,464 | — | ||||||||||||||||||||||
Equity in earnings of unconsolidated investment | (717 | ) | — | |||||||||||||||||||||
Gain on remeasurement of unconsolidated investment | (9,388 | ) | — | |||||||||||||||||||||
Net Income (Loss) attributable to partners | $ | 43,853 | $ | (3,664 | ) | |||||||||||||||||||
Summary of TEP's Segment Information of Assets | ' | |||||||||||||||||||||||
Total Assets | ||||||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 717,234 | $ | 734,145 | ||||||||||||||||||||
Crude Oil Transportation & Logistics | 1,567,055 | 566,156 | ||||||||||||||||||||||
Processing & Logistics | 344,240 | 326,599 | ||||||||||||||||||||||
Corporate and other | 7,006 | 4,513 | ||||||||||||||||||||||
Total assets | $ | 2,635,535 | $ | 1,631,413 | ||||||||||||||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 06, 2012 | Sep. 30, 2014 | Apr. 30, 2014 | Apr. 01, 2014 | Sep. 01, 2014 | Sep. 30, 2014 | |
Ownership Interests Held By Public [Member] | Ownership Interests Held By TD [Member] | Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Pony Express Pipeline [Member] | Pony Express Pipeline [Member] | ||||
mi | mi | mi | mi | |||||||||
Organization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial public offering of common units | 8,050,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unitholders units outstanding (in shares) | ' | ' | ' | 22,650,000 | 10,155,480 | ' | ' | ' | ' | ' | ' | ' |
Common Unitholder Percentage Ownership | ' | ' | ' | 46.20% | 53.80% | ' | ' | ' | ' | ' | ' | ' |
Aggregate outstanding common, subordinated and general partner units | ' | ' | ' | 45.40% | 52.90% | ' | ' | ' | ' | ' | ' | ' |
Subordinated unit | ' | ' | ' | ' | 16,200,000 | ' | ' | ' | ' | ' | ' | ' |
General partner units issued | 834,391 | 834,391 | 826,531 | ' | ' | ' | ' | ' | 7,860 | 7,860 | ' | ' |
General partner interest in TEP | ' | 1.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gas transmission lines owned | ' | ' | ' | ' | ' | 4,645 | 430 | 436 | ' | ' | ' | ' |
Number of gas treatment plants | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Gas Processing Plants | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable Interest Entity, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.30% | 33.30% |
Number of Miles of Gas Pipeline Converted to Oil | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 430 |
Number of Miles of Extended Oil Pipeline | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260 |
Miles of Lateral Constructed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Accounting Policies (Details) | 13-May-14 | Sep. 01, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Pony Express Pipeline [Member] | Pony Express Pipeline [Member] | Tallgrass Pony Express Pipeline (Colorado), Inc. | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Variable Interest Entity, Ownership Percentage | ' | 33.30% | 33.30% | ' |
Equity interest held by noncontrolling interests | ' | ' | 66.70% | ' |
Equity interest acquired | 80.00% | ' | ' | 99.80% |
Variable_Interest_Entity_Detai
Variable Interest Entity (Details) (Pony Express Pipeline [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Sep. 01, 2014 |
Pony Express Pipeline [Member] | ' |
Business Acquisition [Line Items] | ' |
Funds Maintained by Pony to Fund Remaining Construction | $270 |
Cash Contributed to Pony | $570 |
Variable_Interest_Entity_Pony_
Variable Interest Entity Pony Assets and Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Variable Interest Entity [Line Items] | ' | ' |
Assets, Current | $384,307 | $55,696 |
Total Assets | 2,635,535 | 1,631,413 |
Liabilities, Current | 258,816 | 182,740 |
Liabilities, Noncurrent | 574,776 | 139,572 |
Pony Express Pipeline [Member] | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Assets, Current | 341,417 | 0 |
Assets, Noncurrent | 1,225,638 | 566,156 |
Total Assets | 1,567,055 | 566,156 |
Liabilities, Current | 210,944 | 89,247 |
Liabilities, Noncurrent | 0 | 0 |
Liabilities | $210,944 | $89,247 |
Business_Combinations_Details
Business Combinations (Details) (USD $) | 3 Months Ended | 5 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 4 Months Ended | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | 13-May-14 | Apr. 01, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2014 | Apr. 01, 2014 | Dec. 31, 2013 | Sep. 01, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | 13-May-14 | 13-May-14 | Dec. 31, 2013 | 13-May-14 | 13-May-14 | Sep. 30, 2014 | 13-May-14 | 13-May-14 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2014 | Sep. 30, 2014 | ||
Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Pony Express Pipeline [Member] | Pony Express Pipeline [Member] | Pony Express Pipeline [Member] | Pony Express Pipeline [Member] | Pony Express Pipeline [Member] | Tallgrass Energy Partners [Member] | Tallgrass Energy Partners [Member] | Tallgrass Energy Partners [Member] | Grasslands Water Services I, LLC [Member] | Grasslands Water Services I, LLC [Member] | Grasslands Water Services I, LLC [Member] | BNN Water Solutions | BNN Water Solutions | Trailblazer | BNN Energy LLC [Member] | BNN Energy LLC [Member] | General Partner | General Partner | General Partner | General Partner | |||||||||||
Grasslands Water Services I, LLC [Member] | Alpha Reclaim Technology, LLC [Member] | Trailblazer | ||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Natural gas liquids sales | $47,321,000 | $32,216,000 | ' | ' | ' | $132,557,000 | $97,307,000 | ' | ' | ' | $0 | $0 | ' | ' | ' | ' | $0 | ' | $0 | ' | $32,216,000 | $97,307,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Date of acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Apr-14 | ' | ' | ' | ' | ' | 1-Sep-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 164,000,000 | ' | ' | ' | ' | ' | 600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Common and subordinated units issued, units | ' | ' | ' | ' | ' | ' | ' | ' | ' | 385,140 | ' | ' | ' | ' | ' | 70,340 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,000,000 | ' | -3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | 72,933,000 | |
Common unit, issuance value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
General Partners' contributed capital | ' | ' | ' | ' | ' | 263,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 263,000 | ' | |
General partner units issued | 834,391 | ' | 834,391 | ' | ' | 834,391 | ' | 826,531 | ' | ' | ' | ' | 7,860 | 7,860 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
General Partners capital account partnership interest percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Variable Interest Entity, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.30% | ' | 33.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Percentage of Membership Interest before Effect of New Membership | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.96% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred Membership, Percentage Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash Contributed to Pony | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 570,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash Contributed to TD | ' | ' | ' | ' | ' | 27,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 27,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total Consideration Transferred Directly to TD | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash contributed to TD as part of Pony acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Funds Maintained by Pony to Fund Remaining Construction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 270,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Minimum Quarterly Distribution Required by Partnership Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Minimum Monthly Distribution Required by Partnership Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity interest ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity interest transferred as part of acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | 50.00% | 100.00% | ' | ' | ' | ' | |
Acquisition of Trailblazer | ' | ' | ' | ' | ' | 150,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity interest acquired | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | |
Acquisition fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Gain on remeasurement of unconsolidated investment | ' | 0 | ' | ' | ' | 9,388,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity interest held by noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | |
Acquisition, noncontrolling interest, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | |
Intangible asset, net | 106,556,000 | ' | 106,556,000 | ' | ' | 106,556,000 | ' | 102,567,000 | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 102,567,000 | ' | ' | 0 | ' | ' | ' | ' | 8,200,000 | [1] | ' | ' | ' | ' | ' | ' | ' |
Revenues | 89,953,000 | 68,718,000 | 3,100,000 | ' | ' | 262,052,000 | 203,753,000 | ' | ' | ' | 5,459,000 | 16,834,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | 63,259,000 | 186,919,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Acquisition, Pro Forma Revenue | ' | ' | ' | ' | ' | 264,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Acquisition, Pro Forma Net Income (Loss) | ' | ' | ' | ' | ' | 34,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Natural gas sales | 1,809,000 | 3,381,000 | ' | ' | ' | 9,330,000 | 8,079,000 | ' | ' | ' | 328,000 | 837,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | 3,053,000 | 7,242,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Transportation services | 30,745,000 | 28,916,000 | ' | ' | ' | 95,418,000 | 89,443,000 | ' | ' | ' | 5,131,000 | 15,997,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | 23,785,000 | 73,446,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Processing and other revenues | 10,078,000 | 4,205,000 | ' | ' | ' | 24,747,000 | 8,924,000 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 0 | ' | 0 | ' | 4,205,000 | 8,924,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cost of sales and transportation services | 49,096,000 | 35,004,000 | ' | ' | ' | 144,921,000 | 101,447,000 | ' | ' | ' | 2,697,000 | 7,312,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | 32,307,000 | 94,135,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Operations and maintenance | 9,961,000 | 9,277,000 | ' | ' | ' | 28,029,000 | 25,869,000 | ' | ' | ' | 689,000 | 2,441,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | 8,588,000 | 23,428,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Depreciation and amortization | 10,071,000 | 9,870,000 | ' | ' | ' | 27,905,000 | 30,106,000 | ' | ' | ' | 1,771,000 | 5,511,000 | ' | ' | ' | ' | 757,000 | ' | 2,271,000 | ' | 7,342,000 | 22,324,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
General and administrative | 7,448,000 | 7,321,000 | ' | ' | ' | 21,221,000 | 19,867,000 | ' | ' | ' | 1,249,000 | 4,120,000 | ' | ' | ' | ' | 1,000 | ' | 3,000 | ' | 6,071,000 | 15,744,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Taxes, other than income taxes | 1,797,000 | 1,845,000 | ' | ' | ' | 5,392,000 | 5,554,000 | ' | ' | ' | 268,000 | 806,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | 1,577,000 | 4,748,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Costs and Expenses | 78,373,000 | 63,317,000 | ' | ' | ' | 227,468,000 | 182,843,000 | ' | ' | ' | 6,674,000 | 20,190,000 | ' | ' | ' | ' | 758,000 | ' | 2,274,000 | ' | 55,885,000 | 160,379,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Operating Income (Loss) | 11,580,000 | 5,401,000 | ' | ' | ' | 34,584,000 | 20,910,000 | ' | ' | ' | -1,215,000 | -3,356,000 | ' | ' | ' | ' | -758,000 | ' | -2,274,000 | ' | 7,374,000 | 26,540,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Interest expense, net | -1,058,000 | -1,376,000 | ' | ' | ' | -4,492,000 | -10,435,000 | ' | ' | ' | 46,000 | 51,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | -1,422,000 | -10,486,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Loss on extinguishment of debt | 0 | 0 | ' | ' | ' | 0 | -17,526,000 | -17,500,000 | ' | ' | 0 | 0 | ' | ' | ' | ' | 0 | ' | 0 | ' | 0 | -17,526,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Other income, net | 731,000 | 1,070,000 | ' | ' | ' | 2,400,000 | 1,871,000 | ' | ' | ' | 16,000 | 49,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | 1,054,000 | 1,822,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Nonoperating Income (Expense) | -327,000 | -306,000 | ' | ' | ' | 8,013,000 | -26,090,000 | ' | ' | ' | 62,000 | 100,000 | ' | ' | ' | ' | 0 | ' | 0 | ' | -368,000 | -26,190,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net Income (Loss) | 11,253,000 | 5,095,000 | ' | -10,229,000 | 5,049,000 | 42,597,000 | -5,180,000 | ' | ' | ' | -1,153,000 | -3,256,000 | ' | ' | ' | ' | -758,000 | ' | -2,274,000 | ' | 7,006,000 | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net loss attributable to noncontrolling interests | 191,000 | 505,000 | ' | 755,000 | 761,000 | 1,256,000 | 1,516,000 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | -505,000 | ' | -1,516,000 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net Income (Loss) attributable to partners | $11,444,000 | $5,600,000 | ($200,000) | ($9,474,000) | $5,810,000 | $43,853,000 | ($3,664,000) | ' | ' | ' | ($1,153,000) | ($3,256,000) | ' | ' | ' | ' | ($253,000) | ' | ($758,000) | ' | $7,006,000 | $350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($133,000) | $0 | $2,912,000 | ' | |
[1] | The $8.2 million intangible asset acquired represents a major customer contract. See Note 8 b Goodwill and Other Intangible Assets for additional information. |
Business_Combinations_Impact_o
Business Combinations Impact of Acquisition, Balance Sheet (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | $29,194,000 | ' | $30,033,000 | ' | ' | ' |
Gas imbalances | 1,778,000 | ' | 3,128,000 | ' | ' | ' |
Inventories | 91,793,000 | ' | 5,549,000 | ' | ' | ' |
Prepayments and other current assets | 23,120,000 | ' | 16,986,000 | ' | ' | ' |
Total Current Assets | 384,307,000 | ' | 55,696,000 | ' | ' | ' |
Property, plant and equipment, net | 1,779,749,000 | ' | 1,116,806,000 | ' | ' | ' |
Goodwill | 343,288,000 | 343,288,000 | 334,715,000 | 333,157,000 | 333,157,000 | 333,157,000 |
Intangible asset, net | 106,556,000 | ' | 102,567,000 | ' | ' | ' |
Unconsolidated investment | 0 | ' | 1,255,000 | ' | ' | ' |
Deferred financing costs | 5,914,000 | ' | 4,512,000 | ' | ' | ' |
Deferred charges and other assets | 15,721,000 | ' | 15,862,000 | ' | ' | ' |
Total Assets | 2,635,535,000 | ' | 1,631,413,000 | ' | ' | ' |
Accounts payable | 122,616,000 | ' | 149,452,000 | ' | ' | ' |
Accounts Payable, Related Parties, Current | 23,596,000 | ' | 7,137,000 | ' | ' | ' |
Gas imbalances | 2,785,000 | ' | 3,664,000 | ' | ' | ' |
Derivative liabilities at fair value | 44,000 | ' | 184,000 | ' | ' | ' |
Accrued taxes | 4,156,000 | ' | 5,520,000 | ' | ' | ' |
Accrued other current liabilities | 105,619,000 | ' | 16,783,000 | ' | ' | ' |
Total Current Liabilities | 258,816,000 | ' | 182,740,000 | ' | ' | ' |
Long-term debt | 568,000,000 | ' | 135,000,000 | ' | ' | ' |
Other long-term liabilities and deferred credits | 6,776,000 | ' | 4,572,000 | ' | ' | ' |
Total Long-term Liabilities | 574,776,000 | ' | 139,572,000 | ' | ' | ' |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 1,801,943,000 | ' | 1,309,101,000 | 1,126,920,000 | ' | 763,677,000 |
Total Liabilities and Equity | 2,635,535,000 | ' | 1,631,413,000 | ' | ' | ' |
Trailblazer Pipeline Company LLC [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | 2,418,000 | ' | ' | ' |
Gas imbalances | ' | ' | 530,000 | ' | ' | ' |
Inventories | ' | ' | 401,000 | ' | ' | ' |
Prepayments and other current assets | ' | ' | 0 | ' | ' | ' |
Total Current Assets | ' | ' | 3,349,000 | ' | ' | ' |
Property, plant and equipment, net | ' | ' | 62,869,000 | ' | ' | ' |
Goodwill | ' | ' | 30,241,000 | ' | ' | ' |
Intangible asset, net | ' | ' | 0 | ' | ' | ' |
Unconsolidated investment | ' | ' | 0 | ' | ' | ' |
Deferred financing costs | ' | ' | 0 | ' | ' | ' |
Deferred charges and other assets | ' | ' | 1,000,000 | ' | ' | ' |
Total Assets | ' | ' | 97,459,000 | ' | ' | ' |
Accounts payable | ' | ' | 5,619,000 | ' | ' | ' |
Accounts Payable, Related Parties, Current | ' | ' | 3,000 | ' | ' | ' |
Gas imbalances | ' | ' | 522,000 | ' | ' | ' |
Derivative liabilities at fair value | ' | ' | 0 | ' | ' | ' |
Accrued taxes | ' | ' | 1,093,000 | ' | ' | ' |
Accrued other current liabilities | ' | ' | 1,971,000 | ' | ' | ' |
Total Current Liabilities | ' | ' | 9,208,000 | ' | ' | ' |
Long-term debt | ' | ' | 0 | ' | ' | ' |
Other long-term liabilities and deferred credits | ' | ' | 0 | ' | ' | ' |
Total Long-term Liabilities | ' | ' | 0 | ' | ' | ' |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | ' | ' | 88,251,000 | ' | ' | ' |
Total Liabilities and Equity | ' | ' | 97,459,000 | ' | ' | ' |
Pony Express Pipeline [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | 0 | ' | ' | ' |
Gas imbalances | ' | ' | 0 | ' | ' | ' |
Inventories | ' | ' | 0 | ' | ' | ' |
Prepayments and other current assets | ' | ' | 0 | ' | ' | ' |
Total Current Assets | 341,417,000 | ' | 0 | ' | ' | ' |
Property, plant and equipment, net | ' | ' | 459,026,000 | ' | ' | ' |
Goodwill | ' | ' | 0 | ' | ' | ' |
Intangible asset, net | ' | ' | 102,567,000 | ' | ' | ' |
Unconsolidated investment | ' | ' | 0 | ' | ' | ' |
Deferred financing costs | ' | ' | 0 | ' | ' | ' |
Deferred charges and other assets | ' | ' | 4,563,000 | ' | ' | ' |
Total Assets | 1,567,055,000 | ' | 566,156,000 | ' | ' | ' |
Accounts payable | ' | ' | 89,212,000 | ' | ' | ' |
Accounts Payable, Related Parties, Current | ' | ' | 0 | ' | ' | ' |
Gas imbalances | ' | ' | 0 | ' | ' | ' |
Derivative liabilities at fair value | ' | ' | 0 | ' | ' | ' |
Accrued taxes | ' | ' | 0 | ' | ' | ' |
Accrued other current liabilities | ' | ' | 35,000 | ' | ' | ' |
Total Current Liabilities | 210,944,000 | ' | 89,247,000 | ' | ' | ' |
Long-term debt | ' | ' | 0 | ' | ' | ' |
Other long-term liabilities and deferred credits | ' | ' | 0 | ' | ' | ' |
Total Long-term Liabilities | 0 | ' | 0 | ' | ' | ' |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | ' | ' | 476,909,000 | ' | ' | ' |
Total Liabilities and Equity | ' | ' | 566,156,000 | ' | ' | ' |
Tallgrass Energy Partners [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | 27,615,000 | ' | ' | ' |
Gas imbalances | ' | ' | 2,598,000 | ' | ' | ' |
Inventories | ' | ' | 5,148,000 | ' | ' | ' |
Prepayments and other current assets | ' | ' | 16,986,000 | ' | ' | ' |
Total Current Assets | ' | ' | 52,347,000 | ' | ' | ' |
Property, plant and equipment, net | ' | ' | 594,911,000 | ' | ' | ' |
Goodwill | ' | ' | 304,474,000 | ' | ' | ' |
Intangible asset, net | ' | ' | 0 | ' | ' | ' |
Unconsolidated investment | ' | ' | 1,255,000 | ' | ' | ' |
Deferred financing costs | ' | ' | 4,512,000 | ' | ' | ' |
Deferred charges and other assets | ' | ' | 10,299,000 | ' | ' | ' |
Total Assets | ' | ' | 967,798,000 | ' | ' | ' |
Accounts payable | ' | ' | 54,621,000 | ' | ' | ' |
Accounts Payable, Related Parties, Current | ' | ' | 7,134,000 | ' | ' | ' |
Gas imbalances | ' | ' | 3,142,000 | ' | ' | ' |
Derivative liabilities at fair value | ' | ' | 184,000 | ' | ' | ' |
Accrued taxes | ' | ' | 4,427,000 | ' | ' | ' |
Accrued other current liabilities | ' | ' | 14,777,000 | ' | ' | ' |
Total Current Liabilities | ' | ' | 84,285,000 | ' | ' | ' |
Long-term debt | ' | ' | 135,000,000 | ' | ' | ' |
Other long-term liabilities and deferred credits | ' | ' | 4,572,000 | ' | ' | ' |
Total Long-term Liabilities | ' | ' | 139,572,000 | ' | ' | ' |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | ' | ' | 743,941,000 | ' | ' | ' |
Total Liabilities and Equity | ' | ' | $967,798,000 | ' | ' | ' |
Business_Combinations_Impact_o1
Business Combinations Impact of Acquisition, Income Statement (Details) (USD $) | 3 Months Ended | 5 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Natural gas liquids sales | $47,321 | $32,216 | ' | ' | ' | $132,557 | $97,307 | ' |
Natural gas sales | 1,809 | 3,381 | ' | ' | ' | 9,330 | 8,079 | ' |
Transportation services | 30,745 | 28,916 | ' | ' | ' | 95,418 | 89,443 | ' |
Processing and other revenues | 10,078 | 4,205 | ' | ' | ' | 24,747 | 8,924 | ' |
Total Revenues | 89,953 | 68,718 | 3,100 | ' | ' | 262,052 | 203,753 | ' |
Cost of sales and transportation services | 49,096 | 35,004 | ' | ' | ' | 144,921 | 101,447 | ' |
Operations and maintenance | 9,961 | 9,277 | ' | ' | ' | 28,029 | 25,869 | ' |
Depreciation and amortization | 10,071 | 9,870 | ' | ' | ' | 27,905 | 30,106 | ' |
General and administrative | 7,448 | 7,321 | ' | ' | ' | 21,221 | 19,867 | ' |
Taxes, other than income taxes | 1,797 | 1,845 | ' | ' | ' | 5,392 | 5,554 | ' |
Total Operating Costs and Expenses | 78,373 | 63,317 | ' | ' | ' | 227,468 | 182,843 | ' |
Operating Income | 11,580 | 5,401 | ' | ' | ' | 34,584 | 20,910 | ' |
Interest expense, net | -1,058 | -1,376 | ' | ' | ' | -4,492 | -10,435 | ' |
Loss on extinguishment of debt | 0 | 0 | ' | ' | ' | 0 | -17,526 | -17,500 |
Other Nonoperating Income (Expense) | 731 | 1,070 | ' | ' | ' | 2,400 | 1,871 | ' |
Total Other (Expense) Income | -327 | -306 | ' | ' | ' | 8,013 | -26,090 | ' |
Net Income (Loss) | 11,253 | 5,095 | ' | -10,229 | 5,049 | 42,597 | -5,180 | ' |
Net loss attributable to noncontrolling interests | 191 | 505 | ' | 755 | 761 | 1,256 | 1,516 | ' |
Net Income (loss) attributable to partners | 11,444 | 5,600 | -200 | -9,474 | 5,810 | 43,853 | -3,664 | ' |
Tallgrass Energy Partners [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Natural gas liquids sales | ' | 32,216 | ' | ' | ' | ' | 97,307 | ' |
Natural gas sales | ' | 3,053 | ' | ' | ' | ' | 7,242 | ' |
Transportation services | ' | 23,785 | ' | ' | ' | ' | 73,446 | ' |
Processing and other revenues | ' | 4,205 | ' | ' | ' | ' | 8,924 | ' |
Total Revenues | ' | 63,259 | ' | ' | ' | ' | 186,919 | ' |
Cost of sales and transportation services | ' | 32,307 | ' | ' | ' | ' | 94,135 | ' |
Operations and maintenance | ' | 8,588 | ' | ' | ' | ' | 23,428 | ' |
Depreciation and amortization | ' | 7,342 | ' | ' | ' | ' | 22,324 | ' |
General and administrative | ' | 6,071 | ' | ' | ' | ' | 15,744 | ' |
Taxes, other than income taxes | ' | 1,577 | ' | ' | ' | ' | 4,748 | ' |
Total Operating Costs and Expenses | ' | 55,885 | ' | ' | ' | ' | 160,379 | ' |
Operating Income | ' | 7,374 | ' | ' | ' | ' | 26,540 | ' |
Interest expense, net | ' | -1,422 | ' | ' | ' | ' | -10,486 | ' |
Loss on extinguishment of debt | ' | 0 | ' | ' | ' | ' | -17,526 | ' |
Other Nonoperating Income (Expense) | ' | 1,054 | ' | ' | ' | ' | 1,822 | ' |
Total Other (Expense) Income | ' | -368 | ' | ' | ' | ' | -26,190 | ' |
Net Income (Loss) | ' | 7,006 | ' | ' | ' | ' | 350 | ' |
Net loss attributable to noncontrolling interests | ' | 0 | ' | ' | ' | ' | 0 | ' |
Net Income (loss) attributable to partners | ' | 7,006 | ' | ' | ' | ' | 350 | ' |
Trailblazer Pipeline Company LLC [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Natural gas liquids sales | ' | 0 | ' | ' | ' | ' | 0 | ' |
Natural gas sales | ' | 328 | ' | ' | ' | ' | 837 | ' |
Transportation services | ' | 5,131 | ' | ' | ' | ' | 15,997 | ' |
Processing and other revenues | ' | 0 | ' | ' | ' | ' | 0 | ' |
Total Revenues | ' | 5,459 | ' | ' | ' | ' | 16,834 | ' |
Cost of sales and transportation services | ' | 2,697 | ' | ' | ' | ' | 7,312 | ' |
Operations and maintenance | ' | 689 | ' | ' | ' | ' | 2,441 | ' |
Depreciation and amortization | ' | 1,771 | ' | ' | ' | ' | 5,511 | ' |
General and administrative | ' | 1,249 | ' | ' | ' | ' | 4,120 | ' |
Taxes, other than income taxes | ' | 268 | ' | ' | ' | ' | 806 | ' |
Total Operating Costs and Expenses | ' | 6,674 | ' | ' | ' | ' | 20,190 | ' |
Operating Income | ' | -1,215 | ' | ' | ' | ' | -3,356 | ' |
Interest expense, net | ' | 46 | ' | ' | ' | ' | 51 | ' |
Loss on extinguishment of debt | ' | 0 | ' | ' | ' | ' | 0 | ' |
Other Nonoperating Income (Expense) | ' | 16 | ' | ' | ' | ' | 49 | ' |
Total Other (Expense) Income | ' | 62 | ' | ' | ' | ' | 100 | ' |
Net Income (Loss) | ' | -1,153 | ' | ' | ' | ' | -3,256 | ' |
Net loss attributable to noncontrolling interests | ' | 0 | ' | ' | ' | ' | 0 | ' |
Net Income (loss) attributable to partners | ' | -1,153 | ' | ' | ' | ' | -3,256 | ' |
Pony Express Pipeline [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Natural gas liquids sales | ' | 0 | ' | ' | ' | ' | 0 | ' |
Natural gas sales | ' | 0 | ' | ' | ' | ' | 0 | ' |
Transportation services | ' | 0 | ' | ' | ' | ' | 0 | ' |
Processing and other revenues | ' | 0 | ' | ' | ' | ' | 0 | ' |
Total Revenues | ' | 0 | ' | ' | ' | ' | 0 | ' |
Cost of sales and transportation services | ' | 0 | ' | ' | ' | ' | 0 | ' |
Operations and maintenance | ' | 0 | ' | ' | ' | ' | 0 | ' |
Depreciation and amortization | ' | 757 | ' | ' | ' | ' | 2,271 | ' |
General and administrative | ' | 1 | ' | ' | ' | ' | 3 | ' |
Taxes, other than income taxes | ' | 0 | ' | ' | ' | ' | 0 | ' |
Total Operating Costs and Expenses | ' | 758 | ' | ' | ' | ' | 2,274 | ' |
Operating Income | ' | -758 | ' | ' | ' | ' | -2,274 | ' |
Interest expense, net | ' | 0 | ' | ' | ' | ' | 0 | ' |
Loss on extinguishment of debt | ' | 0 | ' | ' | ' | ' | 0 | ' |
Other Nonoperating Income (Expense) | ' | 0 | ' | ' | ' | ' | 0 | ' |
Total Other (Expense) Income | ' | 0 | ' | ' | ' | ' | 0 | ' |
Net Income (Loss) | ' | -758 | ' | ' | ' | ' | -2,274 | ' |
Net loss attributable to noncontrolling interests | ' | -505 | ' | ' | ' | ' | -1,516 | ' |
Net Income (loss) attributable to partners | ' | ($253) | ' | ' | ' | ' | ($758) | ' |
Business_Combinations_BNN_Acqu
Business Combinations BNN Acquisition, Assets Acquired & Liabilities Assumed (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | 13-May-14 | |
In Thousands, unless otherwise specified | BNN Water Solutions | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | |
Accounts receivable | $29,194 | ' | $30,033 | ' | ' | ' | $790 | |
Property, plant and equipment | 1,779,749 | ' | 1,116,806 | ' | ' | ' | 4,100 | |
Intangible assets | 106,556 | ' | 102,567 | ' | ' | ' | 8,200 | [1] |
Accounts payable and accrued liabilities | ' | ' | ' | ' | ' | ' | -134 | |
Distribution payable | ' | ' | ' | ' | ' | ' | -634 | |
Net identifiable assets acquired | ' | ' | ' | ' | ' | ' | 12,322 | |
Goodwill | 343,288 | 343,288 | 334,715 | 333,157 | 333,157 | 333,157 | 8,573 | |
Net assets acquired | ' | ' | ' | ' | ' | ' | $20,895 | |
[1] | The $8.2 million intangible asset acquired represents a major customer contract. See Note 8 b Goodwill and Other Intangible Assets for additional information. |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | 4 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | 16-May-13 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | 16-May-13 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | |
mi | General Partner | General Partner | Pony Express Pipeline [Member] | Pony Express Pipeline [Member] | Public Company Expense [Member] | Scenario, Forecast [Member] | |||||
TEP [Member] | Tallgrass Development Lp [Member] | ||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected general administrative expense reimbursement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,400,000 |
Expected public company cost reimbursement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 625,000 | ' |
Gas transmission lines sold | ' | ' | ' | ' | 430 | ' | ' | ' | ' | ' | ' |
Reimbursement of Capital Expenditures from Related Party | ' | ' | 69,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursable expenses related to construction of Gas Facilities | ' | ' | 0 | 3,516,000 | ' | ' | ' | ' | 41,700,000 | ' | ' |
Contributions | ' | 0 | 27,488,000 | ' | ' | 14,235,000 | 27,488,000 | ' | ' | ' | ' |
Prepayments and other current assets | 23,120,000 | ' | 23,120,000 | ' | 16,986,000 | ' | ' | 17,000,000 | ' | ' | ' |
Interest Income, Related Party | $500,000 | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Sch
Related Party Transactions - Schedule of Transactions with Affiliated Companies (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Operation and maintenance [Member] | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ||||
Expenses related to transactions with affiliated companies | $4,701 | [1] | $4,401 | [1] | $13,657 | [1] | $13,117 | [1] |
General and administrative [Member] | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ||||
Expenses related to transactions with affiliated companies | 5,783 | [1],[2] | 7,237 | [1],[2] | 14,670 | [1],[2] | 19,531 | [2] |
Property, Plant and Equipment [Member] | ' | ' | ' | ' | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ||||
Related Party Transaction Costs Capitalized From Transactions With Related Party | $7,926 | $319 | $14,534 | $5,212 | ||||
[1] | Charges to TEP include directly charged wages and salaries, other compensation and benefits, and shared services. | |||||||
[2] | During the three and nine months ended SeptemberB 30, 2014 and 2013, TEP reimbursed TD for general and administrative expenses as discussed above, resulting in allocated amounts for general and administrative costs. |
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 $) | Sep. 30, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Accounts Receivable, Related Parties, Current | $237,537,000 | ' |
Accounts Payable, Related Parties, Current | 23,596,000 | 7,137,000 |
Total payables to affiliated companies | 23,596,000 | 7,137,000 |
Tallgrass Operations, LLC [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Accounts Receivable, Related Parties, Current | 237,537,000 | ' |
Accounts Payable, Related Parties, Current | 23,579,000 | 7,106,000 |
Rockies Express Pipeline LLC [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Accounts Payable, Related Parties, Current | $17,000 | $31,000 |
Related_Party_Transactions_Sch2
Related Party Transactions - Schedule of Balances of Gas Imbalance with Affiliated Shippers (Detail) (Affiliated Shippers [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Affiliated Shippers [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Affiliate gas balance receivables | $31 | $137 |
Affiliate gas balance payables | $648 | $122 |
Inventory_Inventory_Details
Inventory Inventory (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
bbl | |
Inventory details [Line Items] | ' |
Number of barrels of oil Purchased | 800,000 |
Deposit Assets | $20 |
Pony Express Pipeline [Member] | ' |
Inventory details [Line Items] | ' |
Deposit Assets | 20 |
Letters of Credit Outstanding, Amount | 20 |
Guarantee of Payment by Related Party | 40 |
Total Liability associated with the Return of Crude Oil | 86.8 |
Accounts Payable, Related Parties | $20 |
Inventory_Schedule_of_Componen
Inventory - Schedule of Components of Inventory (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Crude oil | $82,504 | $0 |
Materials and supplies | 2,461 | 2,137 |
Natural gas liquids | 1,872 | 1,009 |
Gas in underground storage | 4,956 | 2,403 |
Total inventory | $91,793 | $5,549 |
Property_Plant_and_Equipment_C
Property Plant and Equipment - Components of Property Plant and Equipment (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation and amortization | ($42,983) | ($22,264) |
Property, plant and equipment | 1,779,749 | 1,116,806 |
Natural gas pipelines [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 420,658 | 397,287 |
Processing & Treating [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 239,083 | 209,329 |
General and other [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | 31,000 | 26,076 |
Construction work in progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property , plant and equipment | $1,131,991 | $506,378 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets Goodwill (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill | $343,288 | $333,157 | $343,288 | $333,157 | $343,288 | $334,715 | $333,157 | $333,157 | |
Goodwill, Acquired During Period | 0 | 0 | 8,573 | 0 | ' | ' | ' | ' | |
Natural Gas Transportation and Logistics | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill | 255,558 | 255,100 | 255,558 | 255,100 | 255,558 | 255,558 | 255,100 | 255,100 | |
Goodwill, Acquired During Period | 0 | 0 | 0 | 0 | ' | ' | ' | ' | |
Processing and Logistics | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill | 87,730 | 78,057 | 87,730 | 78,057 | 87,730 | 79,157 | 78,057 | 78,057 | |
Goodwill, Acquired During Period | $0 | $0 | $8,573 | [1] | $0 | ' | ' | ' | ' |
[1] | The $8.6 million of goodwill was recorded in connection with the acquisition of a controlling interest in Water Solutions on May 13, 2014. |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets Intangible Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | ($7,617) | ($3,406) |
Intangible asset, net | 106,556 | 102,567 |
Use Rights [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived Intangible Assets Acquired | 105,973 | 105,973 |
Customer Contracts [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived Intangible Assets Acquired | $8,200 | $0 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets Intangible Assets Additional Detail (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization of Intangible Assets | $2 | $0.80 | $4.20 | $2.30 |
Use Rights [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | ' | ' | '35 years | ' |
Customer Contracts [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | ' | ' | '1 year 7 months 6 days | ' |
Risk_Management_Additional_Inf
Risk Management - Additional Information (Detail) (Current Portion of Derivative Notional Amount [Member], Commodity [Member]) | Sep. 30, 2014 |
Bcf | |
Current Portion of Derivative Notional Amount [Member] | Commodity [Member] | ' |
Derivative [Line Items] | ' |
Derivative volumes | 0.2 |
Risk_Management_Schedule_of_Fa
Risk Management - Schedule of Fair Value of Derivative Contracts (Detail) (Commodity Contract [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | $44 | $184 |
Significant other observable inputs (Level 2) [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | $44 | $184 |
Risk_Management_Derivative_Con
Risk Management - Derivative Contracts Included in Consolidated Statement of Income (Detail) (Derivatives not designated as hedging contracts [Member], Energy commodity derivative contracts [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Derivatives not designated as hedging contracts [Member] | Energy commodity derivative contracts [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of loss recognized in income on derivatives | $9 | ($91) | ($449) | ($375) |
Location of loss recognized in income on derivatives | ' | ' | 'NaturalB gasB sales | ' |
Risk_Management_Schedule_of_En
Risk Management - Schedule of Energy Commodity Derivative Contracts Based on Fair Value Hierarchy Established by Codification (Detail) (Commodity Contract [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | $44 | $184 |
Quoted prices in active markets for identical assets (Level 1) [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | 44 | 184 |
Significant unobservable inputs (Level 3) [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Energy commodity derivative contracts | $0 | $0 |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||
Jun. 25, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Jun. 25, 2014 | Jun. 24, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 31, 2014 | 17-May-13 | 16-May-13 | Nov. 13, 2012 | |
Senior Revolving Credit Facility [Member] | Senior Revolving Credit Facility [Member] | Senior Revolving Credit Facility [Member] | Maximum [Member] | Minimum [Member] | Scenario, Forecast [Member] | Predecessor | Predecessor | Predecessor | |||||||
Barclays Bank [Member] | Barclays Bank [Member] | Barclays Bank [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility maturity date | ' | ' | ' | ' | ' | ' | 17-May-18 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | $850,000,000 | $850,000,000 | $500,000,000 | ' | ' | ' | ' | ' | ' |
Increase in Swingline Borrowings | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in Letters of Credits Sublimit | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in accordion borrowing | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Change in Borrowing Rate | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.75 | ' | 5.25 | ' | ' | ' |
Consolidated interest coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' |
Credit facility commitment fee | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | 0.50% | 0.30% | ' | ' | ' | ' |
Weighted average interest rate on outstanding borrowings | ' | 2.18% | ' | 2.18% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | 400,000,000 | 400,000,000 |
Loss on extinguishment of debt | ' | $0 | $0 | $0 | $17,526,000 | $17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Longterm_Debt_Capacity_under_R
Long-term Debt Capacity under Revolving Credit Facility (Details) (Senior Revolving Credit Facility [Member], USD $) | 9 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jun. 25, 2014 | Jun. 24, 2014 | |
Barclays Bank [Member] | Barclays Bank [Member] | Barclays Bank [Member] | |||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | $850,000,000 | $850,000,000 | $500,000,000 |
Line of Credit Facility, Amount Outstanding | -568,000,000 | ' | ' | ' | ' |
Credit Facility Letters Of Credit Issued | 0 | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | $282,000,000 | $364,346,000 | ' | ' | ' |
Longterm_Debt_Carrying_Amount_
Long-term Debt - Carrying Amount and Fair Value of TEP's Long-term Debt (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Fair Value | $568,000 | $135,000 |
Carrying Amount | 568,000 | 135,000 |
Quoted prices in active markets for identical assets (Level 1) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fair Value | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fair Value | 568,000 | 135,000 |
Significant unobservable inputs (Level 3) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fair Value | $0 | $0 |
Partnership_Equity_and_Distrib2
Partnership Equity and Distributions - Additional Information (Detail) (USD $) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 4 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 4 Months Ended | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | 16-May-13 | Jun. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 25, 2014 | Sep. 01, 2014 | Sep. 30, 2014 | Apr. 30, 2014 | Apr. 01, 2014 | Jun. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | ||||
Pony Express Pipeline [Member] | Pony Express Pipeline [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Minimum Quarterly Distribution [Member] | Minimum Quarterly Distribution [Member] | Second Target Distribution [Member] | Third Target Distribution [Member] | First Target Distribution [Member] | Thereafter [Member] | General Partner | General Partner | General Partner | Subsequent Event [Member] | Trailblazer | Trailblazer | Preferred Interest in Pony Express Pipeline | Preferred Interest in Pony Express Pipeline | Thereafter [Member] | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | Total Partner Equity Including Portion Attributable to Noncontrolling Interest | ||||||||||||||||
General Partner | General Partner | Trailblazer | Preferred Interest in Pony Express Pipeline | ||||||||||||||||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Distribution Made to Limited Partner, Distribution Date | 14-Nov-14 | ' | 14-May-14 | 12-Feb-14 | 13-Nov-13 | 13-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Initial public offering of common units | 8,050,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Shares Issued, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $41.07 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Shares Issued, Price Per Share, Net of Underwriters Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39.74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Proceeds from Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | $319,588,000 | $290,498,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Variable Interest Entity, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.30% | 33.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Distributions per Limited Partner unit | $0.41 | [1] | $0.38 | [1] | $0.33 | $0.32 | $0.30 | $0.14 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.29 | $0.29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution Made to Limited Partner, Unit Distribution | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,005,480 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
General partner interest in TEP | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
General partner units issued | 834,391 | ' | ' | 826,531 | ' | ' | ' | ' | ' | 834,391 | ' | ' | ' | ' | 7,860 | 7,860 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Increasing incentive distribution right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.00% | 23.00% | ' | 48.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Incentive distribution per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | $0.43 | $0.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Percentage of unit holders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | 75.00% | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | |||
Percentage of general partner | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 25.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | |||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -150,000,000 | -72,933,000 | -65,406,000 | -8,654,000 | ' | ' | ' | ' | -150,000,000 | -27,000,000 | |||
Percentage of Membership Interest before Effect of New Membership | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.96% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cash Contributed to TD | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,000,000 | 0 | ' | 27,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Contributions Relating to Cash Management Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 612,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cash contributed to TD as part of Pony acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Contribution from Noncontrolling Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,429,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 5,429,000 | ' | ' | |||
Cash paid for contribution of pipelines | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net proceeds from underwriters option to purchase additional shares | ' | ' | ' | ' | ' | ' | ' | ' | 31,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Contributions from noncontrolling interest | ' | ' | ' | ' | ' | ' | 5,877,000 | 118,538,000 | ' | 46,454,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 118,000 | 0 | 1,813,000 | ' | ' | ' | ' | ' | ' | 5,877,000 | 118,538,000 | 46,454,000 | ' | ' | |||
Contributions from Predecessor | ' | ' | ' | ' | ' | ' | 68,574,000 | ' | ' | -97,887,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | 200,262,000 | ' | 312,125,000 | ' | ' | |||
Contributions from Predecessor | ' | ' | ' | ' | ' | ' | ' | ' | ' | $312,125,000 | $200,262,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | The distribution declared on October 7, 2014 for the third quarter of 2014 will be paid November 14, 2014 subsequent to the date of this Quarterly Report on 49,005,480 common units and subordinated units of record at the close of business on October 31, 2014. | ||||||||||||||||||||||||||||||||||||||
[2] | The distribution declared on JulyB 18, 2013 for the second quarter of 2013 represented a prorated amount of the MQD of $0.2875 per common unit, based upon the number of days between the closing of the IPO on MayB 17, 2013 and JuneB 30, 2013. |
Partnership_Equity_and_Distrib3
Partnership Equity and Distributions - Summary of Distributions (Detail) (USD $) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2014 | |||
Distribution Made to Limited Partner [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Contributions from noncontrolling interest | ' | ' | ' | ' | ' | ' | $5,877 | $118,538 | $46,454 | |||
Date Paid | 14-Nov-14 | ' | 14-May-14 | 12-Feb-14 | 13-Nov-13 | 13-Aug-13 | ' | ' | ' | |||
Distributions Limited Partners Common | 20,092 | [1] | 18,596 | [1] | 13,288 | 12,757 | 12,049 | 5,759 | ' | ' | ' | |
Distributions declared | 21,663 | [1] | 19,684 | [1] | 13,688 | 13,082 | 12,294 | 5,877 | ' | ' | ' | |
Distributions per Limited Partner unit | $0.41 | [1] | $0.38 | [1] | $0.33 | $0.32 | $0.30 | $0.14 | [2] | ' | ' | ' |
General Partner | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Distribution Made to Limited Partner [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Contributions from noncontrolling interest | ' | ' | ' | ' | ' | ' | 118 | 0 | 1,813 | |||
Distributions General Partner Incentive | 1,208 | [1] | 758 | [1] | 126 | 63 | 0 | 0 | ' | ' | ' | |
Distributions declared | $363 | [1] | $330 | [1] | $274 | $262 | $245 | $118 | ' | ' | ' | |
[1] | The distribution declared on October 7, 2014 for the third quarter of 2014 will be paid November 14, 2014 subsequent to the date of this Quarterly Report on 49,005,480 common units and subordinated units of record at the close of business on October 31, 2014. | |||||||||||
[2] | The distribution declared on JulyB 18, 2013 for the second quarter of 2013 represented a prorated amount of the MQD of $0.2875 per common unit, based upon the number of days between the closing of the IPO on MayB 17, 2013 and JuneB 30, 2013. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Deeprock Lease [Member] | ' | ' |
Operating Leased Assets [Line Items] | ' | ' |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | '5 years | ' |
Operating Leases, Rent Expense | $1.30 | ' |
Prepaid Rent | 10.9 | 4.6 |
Tallgrass Sterling [Member] | ' | ' |
Operating Leased Assets [Line Items] | ' | ' |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | '5 years | ' |
Operating Leases, Rent Expense | $0.90 | ' |
Lessee Leasing Arrangements, Operating Leases, Renewal Term | '5 years | ' |
Maximum Lease Term | '20 years | ' |
Net_Income_per_Limited_Partner2
Net Income per Limited Partner Unit - Summary of Net Income Per Limited Partner Unit (Detail) (USD $) | 3 Months Ended | 5 Months Ended | 4 Months Ended | 9 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) | $11,253 | $5,095 | ' | ($10,229) | $5,049 | $42,597 | ($5,180) |
Net loss attributable to noncontrolling interests | 191 | 505 | ' | 755 | 761 | 1,256 | 1,516 |
Net Income (loss) attributable to partners | 11,444 | 5,600 | -200 | -9,474 | 5,810 | 43,853 | -3,664 |
Predecessor operations interest in net loss (income) | 1,134 | 1,406 | ' | 2,842 | 1,172 | -1,508 | 4,014 |
General partner interest in net (income) loss | -1,435 | -140 | ' | 133 | -6,982 | -2,912 | -6,849 |
Net income (loss) available to common and subordinated unitholders | $11,143 | $6,866 | ' | ($6,499) | $0 | $39,433 | ($6,499) |
Basic net income (loss) per common and subordinated unit (usd per share) | $0.24 | $0.17 | ' | ($0.16) | ' | $0.92 | ($0.16) |
Diluted net income (loss) per common and subordinated unit (usd per share) | $0.23 | $0.17 | ' | ($0.16) | ' | $0.90 | ($0.16) |
Basic average number of common and subordinated units outstanding (in shares) | 46,855 | 40,500 | ' | 40,417 | ' | 42,770 | 40,417 |
Equity Participation Unit equivalent units | 1,093 | 363 | ' | 0 | ' | 1,001 | 0 |
Diluted average number of common and subordinated units outstanding (in shares) | 47,948 | 40,863 | ' | 40,417 | ' | 43,771 | 40,417 |
Equity_Based_Compensation_Addi
Equity Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 26, 2013 | Jun. 26, 2013 |
Maximum [Member] | TEP [Member] | TEP [Member] | Equity Participation Unit [Member] | Equity Participation Unit [Member] | Equity Participation Unit [Member] | Equity Participation Unit [Member] | Equity Participation Unit [Member] | Equity Participation Unit [Member] | |||||
Maximum [Member] | Section 16 Officers [Member] | ||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity participation units granted | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | 1,500,000 | 177,500 |
LTIP expiration period | ' | ' | 13-May-23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity participation units granted | ' | ' | ' | ' | ' | ' | ' | 1,500 | 5,500 | 144,000 | 1,495,500 | ' | ' |
Share-based compensation expense related to the EPU grants recognized | $2.80 | $2 | $7.40 | $2.10 | ' | $1.50 | $3.70 | ' | ' | ' | ' | ' | ' |
Compensation cost related to nonvested EPUs expected to be recognized | $15.70 | ' | $15.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period in which compensation cost related to nonvested EPUs expected to be recognized | '2 years 2 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity_Based_Compensation_Summ
Equity Based Compensation - Summarizes Changes in EPUs Outstanding (Detail) (Equity Participation Unit [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Equity Participation Unit [Member] | ' | ' | ' | ' |
Shares | ' | ' | ' | ' |
Beginning of period, Shares | 1,567,500 | 1,490,000 | 1,474,250 | 0 |
Granted, Shares | 1,500 | 5,500 | 144,000 | 1,495,500 |
Forfeited, Shares | -30,750 | -29,500 | -80,000 | -29,500 |
End of period, Shares | 1,538,250 | 1,466,000 | 1,538,250 | 1,466,000 |
Weighted Average Grant Date Fair Value | ' | ' | ' | ' |
Beginning of period, Weighted Average Grant Date Fair Value | $18.66 | $17.49 | $17.54 | $0 |
Granted, Weighted Average Grant Date Fair Value | $37.10 | $18.92 | $30.07 | $17.49 |
Forfeited, Weighted Average Grant Date Fair Value | ($17.49) | $17.49 | ($17.53) | $17.49 |
End of period, Weighted Average Grant Date Fair Value | $18.71 | $17.49 | $18.71 | $17.49 |
Regulatory_Matters_Regulatory_
Regulatory Matters Regulatory Details (Details) (USD $) | Sep. 30, 2014 | Aug. 06, 2012 | Jul. 01, 2013 | Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2013 | Sep. 30, 2014 |
Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | Trailblazer Pipeline Company LLC [Member] | |
mi | mi | mi | |||||
Entity Information [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Gas transmission lines owned | 4,645 | 430 | ' | ' | ' | ' | 436 |
Cost of Service used by FERC | ' | ' | $25,700,000 | ' | ' | ' | ' |
Rate of Return | ' | ' | 10.94% | ' | ' | ' | ' |
Unrecovered Fuel Costs | ' | ' | ' | $578,000 | $6,000,000 | $8,400,000 | ' |
Legal_and_Environmental_Matter1
Legal and Environmental Matters - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | |||
In Millions, unless otherwise specified | Jun. 13, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Oct. 31, 2014 | Jun. 13, 2013 | Jun. 13, 2013 |
Segment | TEP [Member] | Subsequent Event [Member] | NEBRASKA | WYOMING | |||
Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | Segment | Segment | |||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Aggregate reserves for all claims | ' | $0.60 | $0.30 | ' | ' | ' | ' |
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | 2 | ' | ' |
Segments of Pipeline | 2 | ' | ' | ' | ' | 1 | 1 |
Budgeted cost of remediation activities related to Goshen county failure | ' | ' | ' | 0.8 | ' | ' | ' |
Environmental accruals | ' | $5.40 | $5 | ' | ' | ' | ' |
Reporting_Segments_Additional_
Reporting Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 3 |
Reporting_Segments_Summary_of_
Reporting Segments - Summary of TEP's Segment Information of Revenue (Detail) (USD $) | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | $89,953 | $68,718 | $3,100 | $262,052 | $203,753 |
Natural Gas Transportation and Logistics | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 32,090 | 31,742 | ' | 103,076 | 94,233 |
Processing and Logistics | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 57,863 | 36,976 | ' | 158,976 | 109,520 |
Operating Segments [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 89,953 | 68,869 | ' | 262,052 | 204,274 |
Operating Segments [Member] | Natural Gas Transportation and Logistics | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 32,090 | 31,893 | ' | 103,076 | 94,754 |
Operating Segments [Member] | Processing and Logistics | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 57,863 | 36,976 | ' | 158,976 | 109,520 |
Inter-Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 0 | -151 | ' | 0 | -521 |
Inter-Segment [Member] | Natural Gas Transportation and Logistics | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 0 | -151 | ' | 0 | -521 |
Inter-Segment [Member] | Processing and Logistics | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | $0 | $0 | ' | $0 | $0 |
Reporting_Segments_Summary_of_1
Reporting Segments - Summary of TEP's Segment Information of Earnings (Detail) (USD $) | 3 Months Ended | 5 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Reconciliation to Net Income: | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense (income), net | $1,058 | $1,376 | ' | ' | ' | $4,492 | $10,435 | ' |
Depreciation and amortization expense | 10,071 | 9,870 | ' | ' | ' | 27,905 | 30,106 | ' |
Loss on extinguishment of debt | 0 | 0 | ' | ' | ' | 0 | 17,526 | 17,500 |
Non-cash compensation expense | ' | ' | ' | ' | ' | 3,724 | 948 | ' |
Equity in earnings of unconsolidated investment | 0 | 0 | ' | ' | ' | -717 | 0 | ' |
Gain on remeasurement of unconsolidated investment | ' | 0 | ' | ' | ' | -9,388 | 0 | ' |
Net Income (loss) attributable to partners | 11,444 | 5,600 | -200 | -9,474 | 5,810 | 43,853 | -3,664 | ' |
Natural Gas Transportation and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | 15,722 | 14,154 | ' | ' | ' | 48,065 | 38,726 | ' |
Crude Oil Transportation and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | -22 | -1 | ' | ' | ' | -22 | -1 | ' |
Processing and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | 8,615 | 3,795 | ' | ' | ' | 23,722 | 16,234 | ' |
Corporate and Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | -625 | -632 | ' | ' | ' | -1,875 | -939 | ' |
Operating Segments [Member] | Natural Gas Transportation and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | 17,152 | 14,305 | ' | ' | ' | 52,080 | 39,247 | ' |
Operating Segments [Member] | Crude Oil Transportation and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | -22 | -1 | ' | ' | ' | -22 | -1 | ' |
Operating Segments [Member] | Processing and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | 8,615 | 3,644 | ' | ' | ' | 23,722 | 15,713 | ' |
Operating Segments [Member] | Corporate and Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | -625 | -632 | ' | ' | ' | -1,875 | -939 | ' |
Inter-Segment [Member] | Natural Gas Transportation and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | -1,430 | -151 | ' | ' | ' | -4,015 | -521 | ' |
Inter-Segment [Member] | Crude Oil Transportation and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | 0 | 0 | ' | ' | ' | 0 | 0 | ' |
Inter-Segment [Member] | Processing and Logistics | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | 0 | 151 | ' | ' | ' | 0 | 521 | ' |
Inter-Segment [Member] | Corporate and Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted EBITDA | 0 | 0 | ' | ' | ' | 0 | 0 | ' |
Segment Reconciling Items [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Reconciliation to Net Income: | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense (income), net | 1,414 | 1,376 | ' | ' | ' | 4,848 | 10,435 | ' |
Depreciation and amortization expense | 9,568 | 9,365 | ' | ' | ' | 26,246 | 28,592 | ' |
Loss on extinguishment of debt | ' | ' | ' | ' | ' | 0 | 17,526 | ' |
Non-cash (gain) loss related to derivative instruments | -395 | 112 | ' | ' | ' | -140 | 183 | ' |
Non-cash compensation expense | 1,475 | 863 | ' | ' | ' | 3,724 | 948 | ' |
Distributions from unconsolidated investment | 184 | 0 | ' | ' | ' | 1,464 | 0 | ' |
Equity in earnings of unconsolidated investment | ' | ' | ' | ' | ' | -717 | 0 | ' |
Gain on remeasurement of unconsolidated investment | ' | ' | ' | ' | ' | 9,388 | 0 | ' |
Net Income (loss) attributable to partners | $11,444 | $5,600 | ' | ' | ' | $43,853 | ($3,664) | ' |
Reporting_Segments_Summary_of_2
Reporting Segments - Summary of TEP's Segment Information of Assets (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ' | ' |
Segment assets | $2,635,535 | $1,631,413 |
Natural Gas Transportation and Logistics | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Segment assets | 717,234 | 734,145 |
Crude Oil Transportation and Logistics | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Segment assets | 1,567,055 | 566,156 |
Processing and Logistics | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Segment assets | 344,240 | 326,599 |
Corporate and Other [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Segment assets | $7,006 | $4,513 |