Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Feb. 19, 2015 |
Document Information [Line Items] | |||
Entity Registrant Name | TALLGRASS ENERGY PARTNERS, LP | ||
Entity Central Index Key | 1569134 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Trading Symbol | TEP | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $546.10 | ||
Common Units [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 49,034,105 | ||
General Partner Units [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 834,391 |
CONDENSED_BALANCE_SHEETS_UNAUD
CONDENSED BALANCE SHEETS (UNAUDITED) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash and cash equivalents | $867,000 | $0 |
Accounts receivable, net | 39,768,000 | 30,033,000 |
Receivable from related party | 73,393,000 | 0 |
Gas imbalances | 2,442,000 | 3,128,000 |
Inventories | 13,045,000 | 5,549,000 |
Prepayments and other current assets | 2,766,000 | 16,986,000 |
Total Current Assets | 132,281,000 | 55,696,000 |
Property, plant and equipment, net | 1,853,081,000 | 1,116,806,000 |
Goodwill | 343,288,000 | 334,715,000 |
Intangible asset, net | 104,538,000 | 102,567,000 |
Deferred financing costs | 5,528,000 | 4,512,000 |
Deferred charges and other assets | 18,481,000 | 17,117,000 |
Total Assets | 2,457,197,000 | 1,631,413,000 |
Current Liabilities: | ||
Accounts payable, including $45,534 and $89,212 related to variable interest entities | 62,329,000 | 149,452,000 |
Accounts payable to related parties | 3,915,000 | 7,137,000 |
Gas imbalances | 3,611,000 | 3,664,000 |
Derivative liabilities at fair value | 0 | 184,000 |
Accrued taxes | 3,989,000 | 5,520,000 |
Accrued liabilities | 9,384,000 | 5,550,000 |
Deferred revenue | 5,468,000 | 538,000 |
Other current liabilities | 7,872,000 | 10,695,000 |
Total Current Liabilities | 96,568,000 | 182,740,000 |
Long-term debt | 559,000,000 | 135,000,000 |
Other long-term liabilities and deferred credits | 6,478,000 | 4,572,000 |
Total Long-term Liabilities | 565,478,000 | 139,572,000 |
Commitments and Contingencies | ||
Equity: | ||
General partner (834,391 and 826,531 units issued and outstanding at December 31, 2014 and 2013, respectively) | -35,743,000 | 14,078,000 |
Total Partners’ Equity | 1,038,723,000 | 991,162,000 |
Noncontrolling interests | 756,428,000 | 317,939,000 |
Total Equity | 1,795,151,000 | 1,309,101,000 |
Total Liabilities and Equity | 2,457,197,000 | 1,631,413,000 |
Common unitholders | ||
Equity: | ||
Unitholders | 800,333,000 | 455,197,000 |
Subordinated unitholder | ||
Equity: | ||
Unitholders | 274,133,000 | 274,666,000 |
Predecessor | ||
Equity: | ||
Total Partners’ Equity | $0 | $247,221,000 |
CONDENSED_BALANCE_SHEETS_UNAUD1
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts payable, including $45,534 and $89,212 related to variable interest entities | $62,329,000 | $149,452,000 |
Other current liabilities | 7,872,000 | 10,695,000 |
Accounts payable to related parties | 3,915,000 | 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) | 32,805,480 | 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 $45,534 and $89,212 related to variable interest entities | 45,534 | 89,212 |
Other current liabilities | 0 | 0 |
Accounts payable to related parties | $0 | $0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Revenues: | ||||
Natural gas liquids sales | $18,554 | $170,924 | $146,313 | |
Natural gas sales | 2,326 | 10,325 | 9,387 | |
Natural gas transportation services | 15,970 | 126,733 | 120,025 | |
Crude oil transportation services | 28,343 | 0 | ||
Processing and other revenues | 1,722 | 35,231 | 14,801 | |
Total Revenues | 38,572 | 371,556 | 290,526 | |
Operating Costs and Expenses: | ||||
Cost of sales and transportation services (exclusive of depreciation and amortization shown below) | 19,050 | 191,654 | 146,154 | |
Operations and maintenance | 3,921 | 39,577 | 35,404 | |
Depreciation and amortization | 5,449 | 47,048 | 39,917 | |
General and administrative | 8,806 | 33,160 | 27,651 | |
Taxes, other than income taxes | 1,277 | 6,704 | 7,401 | |
Total Operating Costs and Expenses | 38,503 | 318,143 | 256,527 | |
Operating Income | 69 | 53,413 | 33,999 | |
Other (Expense) Income: | ||||
Interest (expense) income, net | -3,179 | -7,292 | -11,054 | |
Gain on remeasurement of unconsolidated investment | 0 | 0 | 9,388 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | -17,526 |
Equity in earnings of unconsolidated investment | 717 | 0 | ||
Other income, net | 492 | 3,103 | 2,205 | |
Total Other Income (Expense) | -2,687 | 5,916 | -26,375 | |
Net Income (Loss) Before Income Taxes | 59,329 | 7,624 | ||
Texas Margin Taxes | 0 | 0 | ||
Net Income (Loss) | -2,618 | 51,496 | 59,329 | 7,624 |
Net loss attributable to noncontrolling interests | -252 | -11,352 | -2,123 | |
Net Income (Loss) attributable to partners | -2,366 | 51,496 | 70,681 | 9,747 |
Net loss attributable to noncontrolling interests | ||||
Predecessor operations interest in net (income) loss | -1,508 | 4,432 | ||
Net income attributable to partners, excluding predecessor operations interest | 69,173 | 14,179 | ||
General partner interest in net income subsequent to May 17, 2013 | -7,399 | -7,188 | ||
Common and subordinated unitholders' interest in net income subsequent to May 17, 2013 | 61,774 | 6,991 | ||
Basic net income per common and subordinated unit | $1.39 | $0.17 | ||
Diluted net income per common and subordinated unit | $1.36 | $0.17 | ||
Basic average number of common and subordinated units outstanding | 44,346 | 40,450 | ||
Diluted average number of common and subordinated units outstanding | 45,394 | 41,458 | ||
TEP Pre-Predecessor | ||||
Revenues: | ||||
Natural gas liquids sales | 18,554 | |||
Natural gas sales | 2,326 | |||
Natural gas transportation services | 15,970 | |||
Crude oil transportation services | 0 | |||
Processing and other revenues | 1,722 | |||
Total Revenues | 38,572 | |||
Operating Costs and Expenses: | ||||
Cost of sales and transportation services (exclusive of depreciation and amortization shown below) | 19,050 | |||
Operations and maintenance | 3,921 | |||
Depreciation and amortization | 5,449 | |||
General and administrative | 8,806 | |||
Taxes, other than income taxes | 1,277 | |||
Total Operating Costs and Expenses | 38,503 | |||
Operating Income | 69 | |||
Other (Expense) Income: | ||||
Interest (expense) income, net | -3,179 | |||
Gain on remeasurement of unconsolidated investment | 0 | |||
Loss on extinguishment of debt | 0 | |||
Equity in earnings of unconsolidated investment | 0 | |||
Other income, net | 492 | |||
Total Other Income (Expense) | -2,687 | |||
Net Income (Loss) Before Income Taxes | -2,618 | |||
Texas Margin Taxes | 0 | |||
Net Income (Loss) | -2,618 | |||
Net loss attributable to noncontrolling interests | -252 | |||
Net Income (Loss) attributable to partners | -2,366 | |||
TEP Predecessor Pre-IPO [Member] | ||||
Revenues: | ||||
Natural gas liquids sales | 106,355 | |||
Natural gas sales | 15,634 | |||
Natural gas transportation services | 93,214 | |||
Crude oil transportation services | 0 | |||
Processing and other revenues | 5,089 | |||
Total Revenues | 220,292 | |||
Operating Costs and Expenses: | ||||
Cost of sales and transportation services (exclusive of depreciation and amortization shown below) | 101,452 | |||
Operations and maintenance | 29,901 | |||
Depreciation and amortization | 20,647 | |||
General and administrative | 11,318 | |||
Taxes, other than income taxes | 6,861 | |||
Total Operating Costs and Expenses | 170,179 | |||
Operating Income | 50,113 | |||
Other (Expense) Income: | ||||
Interest (expense) income, net | 1,661 | |||
Gain on remeasurement of unconsolidated investment | 0 | |||
Loss on extinguishment of debt | 0 | |||
Equity in earnings of unconsolidated investment | 0 | |||
Other income, net | 1 | |||
Total Other Income (Expense) | 1,662 | |||
Net Income (Loss) Before Income Taxes | 51,775 | |||
Texas Margin Taxes | 279 | |||
Net Income (Loss) | 51,496 | |||
Net loss attributable to noncontrolling interests | 0 | |||
Net Income (Loss) attributable to partners | 51,496 | |||
Prior to May 17, 2013 | ||||
Net loss attributable to noncontrolling interests | ||||
Net income attributable to partners, excluding predecessor operations interest | 0 | -6,982 | ||
Subsequent to May 17, 2013 | ||||
Net loss attributable to noncontrolling interests | ||||
Net income attributable to partners, excluding predecessor operations interest | 69,173 | 7,197 | ||
General partner interest in net income subsequent to May 17, 2013 | -206 | |||
Common and subordinated unitholders' interest in net income subsequent to May 17, 2013 | $6,991 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash Flows from Operating Activities: | ||||
Net income (loss) | ($2,618) | $51,496 | $59,329 | $7,624 |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||
Depreciation and amortization | 5,844 | 20,647 | 49,041 | 41,663 |
Gain on remeasurement of unconsolidated investment | 0 | 0 | -9,388 | 0 |
Loss on extinguishment of debt | 0 | 0 | 0 | 17,526 |
Noncash compensation expense | 0 | 0 | 5,136 | 1,798 |
Changes in components of working capital: | ||||
Accounts receivable and other | 1,425 | -3,749 | -348 | 8,506 |
Gas imbalances | -318 | 4,551 | 1,504 | 2,393 |
Inventories | -214 | -98 | -8,367 | -2,807 |
Accounts payable and accrued liabilities | 5,540 | 6,286 | -21,787 | 12,207 |
Deferred revenue | 0 | 0 | 6,619 | 0 |
Deferred lease payment | 0 | 0 | 0 | -4,563 |
Other operating, net | 805 | 2,202 | -2,295 | -1,865 |
Net Cash Provided by Operating Activities | -10,464 | -81,335 | -79,444 | -82,482 |
Cash Flows from Investing Activities: | ||||
Capital expenditures | -12,698 | -19,540 | -665,650 | -346,020 |
Issuance of related party loan | 0 | 0 | -270,000 | 0 |
Acquisition of Trailblazer | 0 | 0 | -150,000 | 0 |
Acquisition of additional equity interests in Water Solutions | 0 | 0 | -7,600 | 0 |
Acquisition of Pony Express membership interest | 0 | 0 | -27,000 | 0 |
Other investing, net | -56 | -2,152 | 17,521 | -1,590 |
Net Cash Used in Investing Activities | 12,754 | 21,692 | 1,102,729 | 347,610 |
Net Cash Provided by (Used in) Financing Activities | ||||
Distributions to unitholders | 0 | 0 | -68,117 | -18,171 |
Contribution from TD | 0 | 0 | 27,488 | 0 |
Repayment of debt assumed from TD | 0 | 0 | 0 | -400,000 |
Borrowings under revolving credit facility, net | 0 | 0 | 424,000 | 135,000 |
Proceeds from public offerings, net of offering costs | 0 | 0 | 320,385 | 290,483 |
Contributions from Predecessor Member, net | 0 | 0 | 312,125 | 379,872 |
Distributions to Member, net | 0 | -57,661 | 0 | -118,538 |
Other financing, net | 308 | 0 | 8,271 | -3,518 |
Net Cash Provided by (Used in) Financing Activities | 308 | -57,661 | 1,024,152 | 265,128 |
Net Change in Cash and Cash Equivalents | ||||
Net Change in Cash and Cash Equivalents | -1,982 | 1,982 | 867 | 0 |
Cash and Cash Equivalents, beginning of period | 1,982 | 0 | 0 | 0 |
Cash and Cash Equivalents, end of period | 0 | 1,982 | 867 | 0 |
Supplemental Disclosures: | ||||
Cash payments for interest, net | 0 | 0 | 6,801 | 3,450 |
Property, plant and equipment acquired via the cash management agreement with TD | 0 | 0 | 158,357 | 0 |
Distribution to noncontrolling interests settled via the cash management agreement with TD | 0 | 0 | 5,361 | 0 |
Increase in accrual for payment of property, plant and equipment | 5,325 | 1,939 | 0 | 90,373 |
Increase in accrual for reimbursable construction in progress projects | 0 | 0 | 0 | 14,470 |
Fair value of TIGT & TMID | ||||
Supplemental Disclosures: | ||||
Fair Value of Assets Acquired | 0 | 0 | 0 | 1,027,127 |
Noncash or Part Noncash Acquisition, Value of Liabilities Assumed | 0 | 0 | 0 | -566,849 |
TEP Predecessor | ||||
Supplemental Disclosures: | ||||
Fair Value of Assets Acquired | 1,230,618 | 0 | 0 | 0 |
Noncash or Part Noncash Acquisition, Value of Liabilities Assumed | ($464,323) | $0 | $0 | $0 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED) (USD $) | 0 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 7 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 16-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 13, 2012 | Dec. 31, 2011 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Initial public offering of common units | 28,625 | 8,050,000 | ||||||||||
Partners' Capital | $1,038,723,000 | $693,280,000 | $1,038,723,000 | $991,162,000 | $1,038,723,000 | $991,162,000 | $1,038,723,000 | $991,162,000 | $727,480,000 | $736,808,000 | ||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 1,795,151,000 | 763,677,000 | 1,795,151,000 | 1,309,101,000 | 1,795,151,000 | 1,309,101,000 | 1,795,151,000 | 1,309,101,000 | 727,480,000 | 736,808,000 | ||
Acquisitions | 695,646,000 | |||||||||||
Contribution from Noncontrolling Interest | 0 | |||||||||||
Contributions | 0 | 27,488,000 | ||||||||||
Net Income (loss) attributable to partners | -2,366,000 | 26,827,000 | 13,411,000 | 5,810,000 | 300,000 | 3,937,000 | 51,496,000 | 70,681,000 | 9,747,000 | |||
Partners' Capital Account, Distributions | -118,538,000 | -18,171,000 | -57,661,000 | -68,117,000 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 4,154,000 | 10,154,000 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 130,207,000 | -97,887,000 | ||||||||||
General Partners' contributed capital | 263,000 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 1,100,000 | 290,483,000 | 320,385,000 | |||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | -3,163,000 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | |||||||||||
TEP Pre-Predecessor | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 727,552,000 | 733,717,000 | ||
Acquisitions | 0 | |||||||||||
Contribution from Noncontrolling Interest | 0 | |||||||||||
Contributions | 0 | 0 | ||||||||||
Net Income (loss) attributable to partners | 0 | 0 | 0 | 51,496,000 | 0 | |||||||
Partners' Capital Account, Distributions | 0 | 0 | -57,661,000 | 0 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 0 | 0 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 0 | 0 | ||||||||||
General Partners' contributed capital | 0 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 0 | 0 | ||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | |||||||||||
TEP Predecessor Pre-IPO [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital | 0 | 571,834,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Acquisitions | 573,242,000 | |||||||||||
Contribution from Noncontrolling Interest | 0 | |||||||||||
Contributions | -460,278,000 | 0 | ||||||||||
Net Income (loss) attributable to partners | -1,408,000 | 6,982,000 | 0 | 0 | 0 | |||||||
Partners' Capital Account, Distributions | -118,538,000 | 0 | 0 | 0 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 0 | 0 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 0 | 0 | ||||||||||
General Partners' contributed capital | 0 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 0 | 0 | ||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | |||||||||||
TEP Predecessor Post-IPO [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital | 0 | 121,446,000 | 0 | 247,221,000 | 0 | 247,221,000 | 0 | 247,221,000 | 0 | 0 | ||
Acquisitions | 122,404,000 | |||||||||||
Contribution from Noncontrolling Interest | 0 | |||||||||||
Contributions | 0 | 0 | ||||||||||
Net Income (loss) attributable to partners | -958,000 | -1,172,000 | -3,260,000 | 0 | 1,508,000 | |||||||
Partners' Capital Account, Distributions | 0 | 0 | 0 | 0 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 0 | 0 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 130,207,000 | -97,887,000 | ||||||||||
General Partners' contributed capital | 0 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 0 | 0 | ||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | |||||||||||
General Partner | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital Account, Units | 835,000 | 835,000 | 827,000 | 835,000 | 827,000 | 835,000 | 827,000 | |||||
Partners' Capital Account, Units, Contributed | 827,000 | |||||||||||
Partners' Capital | -35,743,000 | 0 | -35,743,000 | 14,078,000 | -35,743,000 | 14,078,000 | -35,743,000 | 14,078,000 | 0 | 0 | ||
Acquisitions | 0 | |||||||||||
Contribution from Noncontrolling Interest | 0 | |||||||||||
Contributions | 14,235,000 | 27,488,000 | ||||||||||
Net Income (loss) attributable to partners | 0 | 0 | 206,000 | 0 | 7,399,000 | |||||||
Partners' Capital Account, Distributions | 0 | -363,000 | 0 | -3,384,000 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 0 | 0 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 0 | 0 | ||||||||||
General Partners' contributed capital | 263,000 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 0 | 0 | ||||||||||
Partners' Capital Account, Units, Sale of Units | 8,000 | |||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -72,000 | 3,091,000 | ||
Acquisitions | 0 | |||||||||||
Contribution from Noncontrolling Interest | 0 | |||||||||||
Contributions | 0 | 0 | ||||||||||
Net Income (loss) attributable to partners | 0 | 0 | 0 | 0 | 0 | |||||||
Partners' Capital Account, Distributions | 0 | 0 | 0 | 0 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 0 | 0 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 0 | 0 | ||||||||||
General Partners' contributed capital | 0 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 0 | 0 | ||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | -3,163,000 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | |||||||||||
Common unitholders | Limited Partner [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital Account, Units | 32,834,000 | 0 | 32,834,000 | 24,300,000 | 32,834,000 | 24,300,000 | 32,834,000 | 24,300,000 | 0 | 0 | ||
Partners' Capital Account, Units, Contributed | 9,700,000 | |||||||||||
Initial public offering of common units | 14,600,000 | |||||||||||
Partners' Capital | 800,333,000 | 0 | 800,333,000 | 455,197,000 | 800,333,000 | 455,197,000 | 800,333,000 | 455,197,000 | 0 | 0 | ||
Acquisitions | 0 | |||||||||||
Partners' Capital Account, Units, Acquisitions | 70,000 | |||||||||||
Contribution from Noncontrolling Interest | 0 | |||||||||||
Contributions | 167,051,000 | 0 | ||||||||||
Net Income (loss) attributable to partners | 0 | 0 | 4,194,000 | 0 | 39,141,000 | |||||||
Partners' Capital Account, Distributions | 0 | -10,685,000 | 0 | -41,567,000 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 4,154,000 | 10,154,000 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 0 | 0 | ||||||||||
General Partners' contributed capital | 0 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 290,483,000 | 320,385,000 | ||||||||||
Partners' Capital Account, Units, Sale of Units | 8,079,000 | |||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | |||||||||||
Subordinated Units [Member] | Limited Partner [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital Account, Units | 16,200,000 | 0 | 16,200,000 | 16,200,000 | 16,200,000 | 16,200,000 | 16,200,000 | 16,200,000 | 0 | 0 | ||
Partners' Capital Account, Units, Contributed | 16,200,000 | |||||||||||
Partners' Capital | 274,133,000 | 0 | 274,133,000 | 274,666,000 | 274,133,000 | 274,666,000 | 274,133,000 | 274,666,000 | 0 | 0 | ||
Acquisitions | 0 | |||||||||||
Contribution from Noncontrolling Interest | 0 | |||||||||||
Contributions | 278,992,000 | 0 | ||||||||||
Net Income (loss) attributable to partners | 0 | 0 | 2,797,000 | 0 | 22,633,000 | |||||||
Partners' Capital Account, Distributions | 0 | -7,123,000 | 0 | -23,166,000 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 0 | 0 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 0 | 0 | ||||||||||
General Partners' contributed capital | 0 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 0 | 0 | ||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 0 | |||||||||||
General Partner | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital Account, Units | 0 | 0 | 0 | |||||||||
Noncontrolling Interest [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital | 756,428,000 | 70,397,000 | 756,428,000 | 317,939,000 | 756,428,000 | 317,939,000 | 756,428,000 | 317,939,000 | 0 | 0 | ||
Acquisitions | 70,649,000 | |||||||||||
Contribution from Noncontrolling Interest | 5,429,000 | |||||||||||
Contributions | 0 | 0 | ||||||||||
Net Income (loss) attributable to partners | -252,000 | -761,000 | -1,362,000 | 0 | -11,352,000 | |||||||
Partners' Capital Account, Distributions | 0 | 0 | 0 | 0 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 0 | 0 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 249,665,000 | 410,012,000 | ||||||||||
General Partners' contributed capital | 0 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 0 | 0 | ||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | -5,406,000 | |||||||||||
Total Partner Equity Including Portion Attributable to Noncontrolling Interest [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 766,295,000 | |||||||||||
Contribution from Noncontrolling Interest | 5,429,000 | |||||||||||
Contributions | 0 | 27,488,000 | ||||||||||
Net Income (loss) attributable to partners | -2,618,000 | 5,049,000 | 2,575,000 | 51,496,000 | 59,329,000 | |||||||
Partners' Capital Account, Distributions | -118,538,000 | -18,171,000 | -57,661,000 | -68,117,000 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | 4,154,000 | 10,154,000 | ||||||||||
Partner's Capital Account Contributions from Predecessor | 379,872,000 | 312,125,000 | ||||||||||
General Partners' contributed capital | 263,000 | |||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 290,483,000 | 320,385,000 | ||||||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | -3,163,000 | |||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | -5,406,000 | |||||||||||
Trailblazer | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 88,251,000 | 88,251,000 | 88,251,000 | |||||||||
Acquisitions | -150,000,000 | |||||||||||
Net Income (loss) attributable to partners | -832,000 | -3,371,000 | ||||||||||
Trailblazer | TEP Pre-Predecessor | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Trailblazer | TEP Predecessor Pre-IPO [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Trailblazer | TEP Predecessor Post-IPO [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | -91,090,000 | |||||||||||
Trailblazer | General Partner | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | -72,933,000 | |||||||||||
Trailblazer | Accumulated Other Comprehensive Income (Loss) [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Trailblazer | Common unitholders | Limited Partner [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 14,023,000 | |||||||||||
Partners' Capital Account, Units, Acquisitions | 385,000 | |||||||||||
Trailblazer | Subordinated Units [Member] | Limited Partner [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Trailblazer | Noncontrolling Interest [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Trailblazer | Total Partner Equity Including Portion Attributable to Noncontrolling Interest [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | -150,000,000 | |||||||||||
Water Solutions [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Water Solutions [Member] | TEP Pre-Predecessor | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Water Solutions [Member] | TEP Predecessor Pre-IPO [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Water Solutions [Member] | TEP Predecessor Post-IPO [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Water Solutions [Member] | General Partner | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Water Solutions [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Water Solutions [Member] | Common unitholders | Limited Partner [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Water Solutions [Member] | Subordinated Units [Member] | Limited Partner [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Water Solutions [Member] | Noncontrolling Interest [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 1,400,000 | |||||||||||
Water Solutions [Member] | Total Partner Equity Including Portion Attributable to Noncontrolling Interest [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 1,400,000 | |||||||||||
Pony Express Pipeline | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 476,909,000 | 476,909,000 | 476,909,000 | |||||||||
Acquisitions | -65,406,000 | |||||||||||
Net Income (loss) attributable to partners | -126,000 | -1,061,000 | ||||||||||
Pony Express Pipeline | TEP Pre-Predecessor | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Pony Express Pipeline | TEP Predecessor Pre-IPO [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Pony Express Pipeline | TEP Predecessor Post-IPO [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | -59,752,000 | |||||||||||
Pony Express Pipeline | General Partner | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | -8,654,000 | |||||||||||
Pony Express Pipeline | Accumulated Other Comprehensive Income (Loss) [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Pony Express Pipeline | Common unitholders | Limited Partner [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 3,000,000 | |||||||||||
Pony Express Pipeline | Subordinated Units [Member] | Limited Partner [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 0 | |||||||||||
Pony Express Pipeline | Noncontrolling Interest [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | 38,406,000 | |||||||||||
Pony Express Pipeline | Total Partner Equity Including Portion Attributable to Noncontrolling Interest [Member] | ||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||
Acquisitions | ($27,000,000) |
Comprehensive_Income_Loss_Stat
Comprehensive Income (Loss) Statement (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net Income (Loss) attributable to partners | $70,681 | $9,747 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | 0 | 0 | |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 0 | 0 | |
Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 70,681 | 9,747 | |
TEP Pre-Predecessor | |||
Net Income (Loss) attributable to partners | -2,366 | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | 0 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 0 | ||
Other Comprehensive Income (Loss), Net of Tax | 0 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | -2,366 | ||
TEP Predecessor Pre-IPO [Member] | |||
Net Income (Loss) attributable to partners | 51,496 | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | -4,187 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 1,024 | ||
Other Comprehensive Income (Loss), Net of Tax | -3,163 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $48,333 |
Description_of_Business
Description of Business | 12 Months Ended | |
Dec. 31, 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 22,678,625 common units held by the public constitute approximately 46.3% of TEP’s aggregate outstanding common and subordinated units and approximately 45.5% of TEP’s aggregate outstanding common, subordinated and general partner units at December 31, 2014. Tallgrass Development, LP ("TD") held 10,155,480 common units and 16,200,000 subordinated units at December 31, 2014, which comprised approximately 53.7% of TEP’s aggregate outstanding common and subordinated units and approximately 52.8% of TEP’s aggregate outstanding common, subordinated and general partner units. The 16,200,000 subordinated units outstanding at December 31, 2014 were converted to common units on February 17, 2015, as discussed further in Note 11 - Partnership Equity and Distributions. In addition, 834,391 general partner units, representing an approximate 1.7% general partner interest in TEP at December 31, 2014, and all of the incentive distribution rights ("IDRs") are held by Tallgrass MLP GP, LLC (the "general partner"). | ||
The terms "TEP Predecessor" and "TEP Pre-Predecessor" refer to Tallgrass Energy Partners Predecessor and Tallgrass Energy Partners Pre-Predecessor, which are comprised of the businesses described below that were owned by Kinder Morgan Energy Partners, LP ("TEP Pre-Predecessor Parent") prior to November 13, 2012. On November 13, 2012, TEP Pre-Predecessor Parent sold those assets, among others, to TD. | ||
The businesses included in the TEP Pre-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 4,653 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 natural gas processing plants in Wyoming. | |
Prior to the sale of these assets to TD on November 13, 2012, TIGT was named Kinder Morgan Interstate Gas Transmission LLC and TMID was named KM Upstream LLC. | ||
In addition to TIGT and TMID, the businesses included in the TEP Predecessor consist of: | ||
• | Trailblazer Pipeline Company LLC ("Trailblazer"), which TEP acquired from TD on April 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. | |
• | Tallgrass Pony Express Pipeline, LLC ("Pony Express"), of which TEP acquired a 33.3% membership interest effective September 1, 2014. Pony Express owns and operates the Pony Express System, an approximately 698-mile crude oil pipeline commencing in Guernsey, Wyoming, and terminating in Cushing, Oklahoma, with delivery points at the Ponca City Refinery and at Deeprock in Cushing. Upon completion of ongoing construction, Pony Express also will own an approximately 66-mile lateral in Northeast Colorado that will commence in Weld County, Colorado, and interconnect with the Pony Express System just east of Sterling, Colorado. The lateral in Northeast Colorado is expected to be in service sometime during the first half of 2015. TD owns the remaining 66.7% membership interest in Pony Express. | |
The term "Trailblazer Predecessor" refers to Trailblazer for the period from November 13, 2012 to its acquisition by TEP on April 1, 2014, and the term "Pony Express Predecessor" refers to Pony Express for the period from November 13, 2012 to September 1, 2014, the date on which TEP acquired a 33.3% membership interest. TEP Predecessor, Trailblazer Predecessor and Pony Express Predecessor are collectively referred to as the Predecessor Entities, as further discussed in Note 2 – Summary of Significant Accounting Policies. Financial results for all prior periods subsequent to November 13, 2012, the date common control was established, have been recast to reflect the operations of the Predecessor Entities. Predecessor Equity as presented in the consolidated financial statements represents the capital account activity of Trailblazer Predecessor from November 13, 2012 to April 1, 2014 and of Pony Express Predecessor from November 13, 2012 to September 1, 2014. | ||
For additional information regarding these acquisitions, see Note 4 – Acquisitions. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Basis of Presentation | |
The accompanying financial statements and related notes were prepared in accordance with the generally accepted accounting principles contained in the Financial Accounting Standards Board’s Accounting Standards Codification ("GAAP"). In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Certain prior period amounts have been reclassified to conform to the current presentation. | ||
The accompanying combined financial statements for TEP Pre-Predecessor for the period from January 1, 2012 to November 12, 2012, are presented on a "held in use" basis. The accompanying consolidated financial statements of TEP include historical cost-basis accounts of the assets of TEP Predecessor, contributed to 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 subsequent to November 13, 2012. | ||
The combined financial statements of the Predecessor Entities include legal entities, as detailed above, that are indirect wholly-owned subsidiaries of the Predecessor Entities. As the combined financial statements reflect TEP Predecessor and TEP Pre-Predecessor as single entities, significant intra-entity items have been eliminated in the presentation. | ||
Net equity distributions of the TEP Predecessor and the Predecessor Entities included in the Consolidated Statements of Cash Flows represent transfers of cash as a result of TD and TEP Pre-Predecessor Parent’s centralized cash management systems prior to May 17, 2013, 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. | ||
Net income or loss from consolidated subsidiaries that are not wholly-owned by TEP is attributed to TEP and noncontrolling interests. This is done in accordance with substantive profit sharing arrangements, which generally follow the allocation of cash distributions and may not follow the respective ownership percentages held by TEP. Concurrent with TEP's acquisition of a 33.3% membership interest in Pony Express, TEP, TD, and Pony Express entered into the Second Amended and Restated Limited Liability Agreement of Tallgrass Pony Express Pipeline, LLC ("the Pony Express LLC Agreement"). The Pony Express LLC Agreement provides that the net income or loss of Pony Express be allocated, to the extent possible, consistent with the allocation of Pony Express cash distributions. The Pony Express LLC Agreement provides TEP a minimum quarterly preference payment of $16.65 million through the quarter ending September 30, 2015. For periods beginning after September 30, 2015 distributions and net income or loss from Pony Express will be attributed to TEP and noncontrolling interests in accordance with the respective ownership interests. | ||
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 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. | ||
TEP's financial results as presented on the consolidated statements of income (loss), comprehensive income and cash flows have been separated from TEP Pre-Predecessor's combined financial results by a bold vertical black line. | ||
Use of Estimates | ||
Certain amounts included in or affecting these consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on TEP’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. | ||
Cash and Cash Equivalents | ||
TEP and the TEP Pre-Predecessor consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | ||
Prior to November 12, 2012, the TEP Pre-Predecessor Parent employed a centralized cash management system that was utilized for its wholly-owned subsidiaries. Subsequent to November 13, 2012, TIGT and TMID entered into similar cash management agreements with TD. In accordance with the cash management agreements, the subsidiary companies make loans on each business day equal to the amount swept from their depository bank accounts. At the beginning of the following month, the total of these loans for each company, less reimbursement payments under the agency agreements described below in Note 5 - Related Party Transactions, is transferred to an interest bearing account and are subsequently, periodically recorded as equity distributions. This practice was discontinued effective May 17, 2013, when TIGT and TMID were contributed to TEP. Subsequent to May 17, 2013, all payable and receivable balances between TEP and TD are cash settled with the exception of certain balances payable from Pony Express to TD, which have been settled against the receivable from TD via the Pony Express cash management agreement. | ||
Net equity distributions of 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. | ||
Accounts Receivable and Allowance for Doubtful Accounts | ||
Accounts receivable are carried at their estimated collectible amounts. TEP and TEP Pre-Predecessor make periodic reviews and evaluations of the appropriateness of the allowance for doubtful accounts based on a historical analysis of uncollected amounts, and adjustments are recorded as necessary for changed circumstances and customer-specific information. When specific receivables are determined to be uncollectible, the reserve and receivable are relieved. Our allowance for doubtful accounts totaled $0.5 million and $0.8 million at December 31, 2014 and 2013, respectively. | ||
Inventories | ||
Inventories primarily consist of gas in underground storage, materials and supplies, natural gas liquids and crude oil. Natural gas liquids and gas in underground storage, sometimes referred to as working gas, are recorded at the lower of historical cost or market using the average cost method. As discussed further under "Revenue Recognition" below, a loss allowance is factored into the crude oil tariffs to offset losses in transit. As crude oil is transported, TEP earns oil for its services as pipeline allowance oil, which it can then sell. As pipeline allowance oil is accumulated, it is recorded as inventory at the lower of historical cost or market using the average cost method. Materials and supplies are valued at weighted average cost and periodically reviewed for physical deterioration and obsolescence. For additional information, see "Gas in Underground Storage" below. | ||
Accounting for Regulatory Activities | ||
Regulated activities are accounted for in accordance with the "Regulated Operations" Topic of the Codification. This Topic prescribes the circumstances in which the application of GAAP is affected by the economic effects of regulation. Regulatory assets and liabilities represent probable future revenues or expenses to TEP and TEP Pre-Predecessor associated with certain charges and credits that will be recovered from or refunded to customers through the ratemaking process. TEP had recorded regulatory assets of approximately $1.4 million and $1.3 million included in "Deferred charges and other assets" in the Consolidated Balance Sheets at December 31, 2014 and 2013, respectively. Regulatory assets at December 31, 2014 and 2013 were primarily attributable to costs associated with Trailblazer’s 2013 Rate Case Filing as more fully described in Note 16 – Regulatory Matters and costs associated with the Predecessor Entities’ participation in the TEP Pre-Predecessor entity’s postemployment benefit plans. | ||
Property, Plant and Equipment | ||
Property, plant and equipment was adjusted to fair value on November 13, 2012, the date the acquisition of TIGT, TMID and Trailblazer by TD was completed. For additional information see Note 4 - Acquisitions. | ||
Property, plant and equipment is stated at historical cost, which for constructed plants includes indirect costs such as payroll taxes, other employee benefits, allowance for funds used during construction for regulated assets and other costs directly related to the projects. Expenditures that increase capacities, improve efficiencies or extend useful lives are capitalized and depreciated over the remaining useful life of the asset or major asset component. We also capitalize certain costs directly related to the construction of assets, including internal labor costs, interest and engineering costs. | ||
Routine maintenance, repairs and renewal costs are expensed as incurred. The cost of normal retirements of the regulated depreciable utility property, plant and equipment, plus the cost of removal less salvage value and any gain or loss recognized, is recorded in accumulated depreciation with no effect on current period earnings. Gains or losses are recognized upon retirement of non-regulated or regulated property, plant and equipment constituting an operating unit or system, and land, when sold or abandoned and costs of removal or salvage are expensed when incurred. | ||
Intangible Assets | ||
TEP accounts 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 ("the 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. | ||
Impairment of Long-Lived Assets | ||
TEP and TEP Pre-Predecessor review their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss results when the estimated undiscounted future net cash flows expected to result from the asset’s use and its eventual disposition are less than its carrying amount. TEP and TEP Pre-Predecessor assess their long-lived assets for impairment in accordance with the relevant Codification guidance. A long-lived asset is tested for impairment whenever events or changes in circumstances indicate its carrying amount may exceed its fair value. | ||
Examples of long-lived asset impairment indicators include: | ||
• | a significant decrease in the market value of a long-lived asset or group; | |
• | a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; | |
• | a significant adverse change in legal factors or in the business climate could affect the value of long-lived asset or asset group, including an adverse action or assessment by a regulator which would exclude allowable costs from the rate-making process; | |
• | an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the long-lived asset or asset group; | |
• | a current period operating cash flow loss combined with a history of operating cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; and | |
• | a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. | |
When an impairment indicator is present, TEP and TEP Pre-Predecessors first assess the recoverability of the long-lived assets by comparing the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset to the carrying amount of the asset. If the carrying amount is higher than the undiscounted future cash flows, the fair value of the assets is assessed using a discounted cash flow analysis and used to determine the amount of impairment, if any, to be recognized. | ||
Gas in Underground Storage | ||
Gas in underground storage represents the cost of base gas, which refers to the volumes necessary to maintain pressure and deliverability requirements in TEP and TEP Pre-Predecessors’ storage facilities. TEP and TEP Pre-Predecessor record base gas as a component of property, plant and equipment. | ||
TEP maintains working gas in its underground storage facilities on behalf of certain third parties. TEP receives a fee for its storage services but does not reflect the value of third party gas in the accompanying consolidated financial statements. TEP occasionally acquires volumes of working gas for its own account. These volumes of working gas are recorded as natural gas inventory at the lower of cost or market. Prior to November 12, 2012, TEP Pre-Predecessor recorded these volumes of working gas at historical cost as a component of property, plant and equipment. | ||
Depreciation and Amortization - Regulated Assets | ||
TEP Pre-Predecessor computed depreciation using a composite method employed by applying a single depreciation rate to a group of assets with similar economic characteristics. This composite method of depreciation approximates a straight-line method of depreciation. TEP has elected to continue to use the composite depreciation method for its regulated assets at TIGT and Trailblazer. The annualized rate of depreciation ranges from 1.55% to 20.00% for the various classes of depreciable, regulated assets. | ||
Depreciation and Amortization - Non-regulated Assets | ||
For non-regulated assets, TEP has elected to use the straight-line method of depreciation. The useful lives for the various classes of non-regulated depreciable assets are as follows: | ||
Range of Useful Lives | ||
(in years) | ||
Crude oil pipelines | 35 | |
Processing & Treating | 30 | |
Natural gas pipelines (1) | 10 | |
General & Other | 3-13 1/3 | |
(1) | Includes the Replacement Gas Facilities as discussed in Note 5 - Related Party Transactions and Note 16 - Regulatory Matters. | |
Gas Imbalances | ||
Gas imbalances receivable and payable represent the difference between customer nominations and actual gas receipts from and gas deliveries to interconnecting pipelines under various operational balancing and imbalance agreements. Gas imbalances are either made up in-kind or settled in cash, subject to the terms and valuations of the various agreements. Imbalances are valued at the Average Monthly Index Price ("AMIP") of the Colorado Interstate Gas Index ("CIG") and Panhandle Eastern Pipeline Gas Index ("PEPL"). | ||
Deferred Financing Costs | ||
Costs incurred in connection with the issuance of long-term debt are deferred and amortized over the related financing period using the effective interest method. | ||
Deferred financing costs were allocated from TD to TEP on November 13, 2012 as discussed in Note 4 - Acquisitions. Deferred financing costs allocated from TD were amortized over the related financing period using the effective interest method and subsequently written off as a loss on extinguishment of debt upon repayment of the long-term debt allocated from TD on May 17, 2013. See Note 10 - Long-term Debt for additional information. | ||
Goodwill | ||
As discussed in Note 4 - Acquisitions, we recorded goodwill in connection with the acquisition of TIGT, Trailblazer and TMID in 2012 and the acquisition of Water Solutions in 2014. 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 magnitude of the excess of the fair value over the 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. See Note 8 - Goodwill and Other Intangible Assets for additional information. | ||
Investment in Unconsolidated Affiliates | ||
We use the equity method to account for investments in greater than 20% owned affiliates that are not variable interest entities and where we do not have the ability to exercise control, and for investments in less than 20% owned affiliates where we have the ability to exercise significant influence. | ||
We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. We assess the fair value of our investments in unconsolidated affiliates using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. The difference between the carrying amount of the unconsolidated affiliates and their estimated fair value is recognized as an impairment loss when the loss in value is deemed to be other-than-temporary. | ||
TEP’s investment in Grasslands Water Services I, LLC ("GWSI"), which owns a water transportation pipeline, was initially recorded under the equity method of accounting as TEP had the ability to exercise significant influence, but not control, over this investment. As of December 31, 2013, the carrying amount of TEP’s investment in GWSI of $1.3 million consisted of cash contributions made during the year ended December 31, 2013 and was reported within the line item "Deferred charges and other assets" on the consolidated balance sheet. There was $0.7 million equity in earnings recognized for the year ended December 31, 2014. There was no equity in earnings recognized for the year ended December 31, 2013. As discussed in Note 4 - Acquisitions, during the year ended December 31, 2014, TEP acquired a controlling interest in GWSI, which was subsequently renamed BNN Redtail, LLC ("Redtail"), and consolidated its investment in Redtail as of May 13, 2014 accordingly. | ||
Revenue Recognition | ||
TEP and TEP Pre-Predecessor recognize revenues as services are rendered or goods are sold to a purchaser at a fixed and determinable price, delivery has occurred, title has transferred and collectability is reasonably assured. TEP and TEP Pre-Predecessor provide various types of natural gas storage and transportation services and crude oil transportation services to their customers in which the commodity remains the property of these customers at all times. | ||
Natural gas liquids sales occur in the Processing & Logistics segment and consist of the sale of outputs from our processing plants and the marketing of natural gas liquids that are delivered by our suppliers under either fee-based arrangements or percent-of-proceeds arrangements. Under these arrangements, we treat and process the natural gas delivered by our suppliers, and then sell the resulting NGLs and condensate based on published index market prices. We remit to the producers an agreed-upon percentage of the actual proceeds that we receive from our sales of the NGLs and condensate. We keep the difference between the proceeds received and the amount remitted back to the producer. We generally report revenues gross in the consolidated statements of income, as we typically act as the principal in these transactions, take custody to the product, and incur the risks and rewards of ownership. Processing and other revenues primarily represent processing fees for processing, treating and fractionation of natural gas earned under fee-based arrangements and revenue from water services earned in the Processing & Logistics segment. | ||
Natural gas sales occur in both the Natural Gas Transportation & Logistics segment and in the Processing & Logistics segment. In the Natural Gas Transportation & Logistics segment, transportation services revenue is recognized when a portion of the natural gas transported by customers is collected as a contractual fee to compensate TEP and TEP Pre-Predecessor for fuel consumed by pipeline and storage operations. We take title and record revenue at market prices when the volumes included in the contractual fee are delivered from the customer and injected into our storage facility. When the excess volumes are eventually sold we record natural gas sales revenue at the contractual sales price and cost of sales and transportation services at average cost. In addition, when operational conditions allow, TEP and TEP Pre-Predecessor occasionally sell "base gas," which refers to the minimum volume of natural gas required in order to operate the storage facility. In the Processing & Logistics segment, we purchase natural gas primarily for use in our operations and for meeting contractual requirements to deliver natural gas to certain customers. In addition, some of our contractual arrangements allow us to keep a portion of the processed natural gas as compensation for processing services. We generate revenue by selling the volumes of natural gas received or purchased that exceed our business needs. | ||
Natural gas transportation services occur in the Natural Gas Transportation & Logistics segment. In many cases (generally described as "firm service"), the customer pays a two-part rate that includes (i) a fee reserving the right to transport or store natural gas in TEP and TEP Pre-Predecessors’ facilities and (ii) a per-unit rate for volumes actually transported or injected into/withdrawn from storage. The fee-based component of the overall rate is recognized as revenue in the period the service is provided. The per-unit charge is recognized as revenue when the volumes are delivered to the customers’ agreed upon delivery point, or when the volumes are injected into/withdrawn from TEP and TEP Pre-Predecessors’ storage facilities. In other cases (generally described as "interruptible service"), there is no fee associated with the services because the customer accepts the possibility that service may be interrupted at TEP and TEP Pre-Predecessors’ discretion in order to serve customers who have purchased firm service. In the case of interruptible service, revenue is recognized in the same manner utilized for the per-unit rate for volumes actually transported under firm service agreements. In addition to "firm" and "interruptible" transportation services, TEP and TEP Pre-Predecessor also provide natural gas park and loan services to assist customers in managing short-term gas surpluses or deficits. Revenues are recognized as services are provided, based on the terms negotiated under these contracts. | ||
Crude oil transportation services occur in the Crude Oil Transportation & Logistics segment. TEP provides various types of crude oil transportation services to its customers and, other than pipeline allowance oil, does not take title to the crude oil and does not incur the risks and rewards of ownership. In many cases the customer has committed to ship a fixed quantity of oil barrels per month. For barrels physically received by TEP and delivered to the customers’ agreed upon destination point, revenue is recognized in the period the service is provided. Shipper deficiencies, or barrels committed by the customer to be transported in a month but not physically received by TEP for transport or delivered to the customers’ agreed upon destination point are charged at the committed tariff rate per barrel and recorded as a deferred liability until the barrels are physically transported and delivered by TEP. In the case of non-committed shippers, revenue is recognized in the same manner utilized for the barrels physically transported and delivered. A loss allowance is factored into the crude oil tariffs to offset losses in transit. As crude oil is transported, TEP earns oil for its services as pipeline allowance oil. Any pipeline allowance oil that remains after replacing losses in transit can be sold. We take title and record revenue at market prices when the volumes included in the pipeline loss allowance are delivered from the customer. When pipeline loss allowance oil is eventually sold we record revenue at the contractual sales price and cost of sales and transportation services at average cost as discussed in "Inventories" above. There were no sales of pipeline allowance oil during the year ended December 31, 2014. | ||
Commitments and Contingencies | ||
We recognize liabilities for other commitments and contingencies when, after fully analyzing the available information, we determine it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount, or if no amount is more likely than another, we accrue the minimum of the range of probable loss. | ||
Environmental Costs | ||
TEP and TEP Pre-Predecessor expense or capitalize, as appropriate, environmental expenditures that relate to current operations. TEP and TEP Pre-Predecessors’ expense amounts that relate to an existing condition caused by past operations that do not contribute to current or future revenue generation. TEP and TEP Pre-Predecessor do not discount environmental liabilities to a net present value, and record environmental liabilities when environmental assessments and/or remedial efforts are probable and costs can be reasonably estimated. Recording of these accruals coincides with the completion of a feasibility study or a commitment to a formal plan of action. Estimates of environmental liabilities are based on currently available facts and presently enacted laws and regulations taking into consideration the likely effects of other factors including our prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual cost or new information. | ||
Fair Value | ||
Fair value, as defined in the Codification, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, or exit price. TEP and TEP Pre-Predecessor apply the fair value measurement guidance to financial assets and liabilities in determining the fair value of derivative assets and liabilities, and to nonfinancial assets and liabilities upon the acquisition of a business or in conjunction with the measurement of an impairment loss on an asset group or goodwill under the accounting guidance for the impairment of long-lived assets or goodwill. | ||
The fair value measurement accounting guidance requires that TEP and TEP Pre-Predecessor make assumptions that market participants would use in pricing an asset or liability based on the best information available. These factors include nonperformance risk (the risk that the obligation will not be fulfilled) and credit risk of the reporting entity (for liabilities) and of the counterparty (for assets). The fair value measurement guidance prohibits the inclusion of transaction costs and any adjustments for blockage factors in determining the instruments’ fair value. The principal or most advantageous market should be considered from the perspective of the reporting entity. | ||
Fair value, where available, is based on observable market prices. Where observable market prices or inputs are not available, different valuation models and techniques are applied. These models and techniques attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. The process involves varying levels of management judgment, the degree of which is dependent on the price transparency of the instruments or market and the instruments’ complexity. | ||
To increase consistency and enhance disclosure of fair value, the Codification creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. An asset or liability’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: | ||
• | Level 1 Inputs-quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; | |
• | Level 2 Inputs-inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and | |
• | Level 3 Inputs-unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). | |
Any transfers between levels within the fair value hierarchy are recognized at the end of the reporting period. | ||
For information regarding financial instruments measured at fair value on a recurring basis, see Note 9 - Risk Management. For information regarding the fair value of financial instruments not measured at fair value in the Consolidated Balance Sheets, see Note 10 - Long-term Debt. | ||
Risk Management Activities | ||
TEP and TEP Pre-Predecessor utilize energy derivatives for the purpose of mitigating its risk resulting from fluctuations in the market price of natural gas. TEP and TEP Pre-Predecessor record derivative contracts at their estimated fair values as of each reporting date. TEP Pre-Predecessor designated certain derivative instruments as qualifying hedges. TEP has elected not to apply hedge accounting for these derivative instruments. For more information on TEP and TEP Pre-Predecessors’ risk management activities, see Note 9 - Risk Management. | ||
Equity-Based Compensation | ||
Equity-based compensation grants are measured at their grant date fair value and related compensation cost is recognized over the vesting period of the grant. Compensation cost for awards with graded vesting provisions is recognized on a straight-line basis over the requisite service period of each separately vesting portion of the award. As discussed in Note 15 - Equity-Based Compensation, a portion of the expense recognized relating to equity-based compensation grants is charged to TD. | ||
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 a lateral pipeline on the Pony Express System located in Northeast Colorado 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 and TEP Pre-Predecessor and the tax effects of TEP and TEP Pre-Predecessors' activities accrue to their parents. TEP Pre-Predecessor historically incurred Texas Margin Taxes because it was part of an affiliated group that generated sales in the State of Texas. | ||
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. | ||
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) | 12 Months Ended | |||||||
Dec. 31, 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 System and lateral in Northeast Colorado 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 consolidated balance sheet at December 31, 2014 and December 31, 2013 are as follows: | ||||||||
31-Dec-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Current assets | $ | 93,019 | $ | — | ||||
Noncurrent assets | 1,300,816 | 566,156 | ||||||
Total assets | $ | 1,393,835 | $ | 566,156 | ||||
Current liabilities | $ | 52,547 | $ | 89,247 | ||||
Total liabilities | $ | 52,547 | $ | 89,247 | ||||
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
Acquisitions | Asset Acquisitions by TD | ||||||||||||||||
On November 13, 2012, TD completed the acquisition of certain assets from TEP Pre-Predecessor Parent for approximately $1.8 billion in cash and approximately $1.5 billion of assumed debt. The acquisition included a 100% equity interest in TIGT, TMID, Trailblazer and Pony Express, as discussed in Note 1 – Description of Business. Of the approximately $1.8 billion in cash paid to acquire all of the net assets, $766.3 million was allocated to TIGT, TMID, Trailblazer and Pony Express. At December 31, 2012, the assets acquired and liabilities assumed in the acquisition were recorded at provisional amounts based on the preliminary purchase price allocation. During the year ended December 31, 2013, the preliminary purchase price allocation was adjusted for certain immaterial items related to regulatory assets and accrued liabilities. | |||||||||||||||||
The regulation of natural gas pipelines is an integral attribute of the assets contributed by TD in connection with the IPO and therefore was included in the determination of the fair value of the regulated assets. The Pre-Predecessor’s net book value of natural gas pipeline assets was higher than the historical regulatory net book value, and a comparative decrease in the gross book value of the natural gas pipelines resulted from adjusting the regulatory assets to their approximate fair value. The new basis of property, plant and equipment at December 31, 2012 represents the fair value on November 13, 2012 of the assets contributed to us by TD plus capital expenditures made through December 31, 2012. The fair value on November 13, 2012 of the regulated assets contributed to us by TD in connection with the IPO approximated the net book value of those assets on a regulated basis. The fair value of the non-regulated assets contributed to us by TD approximated their replacement cost values on November 13, 2012 and reflect a higher fair market value as compared to the Pre-Predecessor’s basis. | |||||||||||||||||
Prior to May 17, 2013, the long-term debt held by TD was guaranteed by TIGT and TMID, and $400 million of that debt was expected to be assumed by TEP concurrently with the IPO, and was therefore allocated to TIGT and TMID along with the related deferred financing costs at November 13, 2012. On May 17, 2013, concurrently with the closing of the IPO, this $400 million of the long-term debt held by TD was assumed and repaid by TEP. TIGT and TMID were also released as guarantors of the TD debt and became guarantors of the TEP revolving credit facility. For additional information, see Note 10 – Long-term Debt. | |||||||||||||||||
Pro forma revenue and net income for the period from January 1, 2012 to November 12, 2012 was $220.3 million and $25.9 million, respectively. The unaudited pro forma financial information for the historical period is presented as if the acquisition of TIGT and TMID had been completed on January 1, 2012. The pro forma financial information is not necessarily indicative of what the actual results of operations or financial position of TEP would have been if the transactions had in fact occurred on the date or for the period indicated, nor do they purport to project the results of operations or financial position of TEP Pre-Predecessor for any future periods or as of any date. The pro forma financial information does not give effect to any cost savings, operating synergies, or revenue enhancements expected to result from the transactions or the costs to achieve these cost savings, operating synergies, and revenue enhancements. | |||||||||||||||||
Pro forma revenue contains no adjustments to the historical amounts. Pro forma net income includes adjustments for the period from January 1, 2012 to November 12, 2012 to give effect to the following: | |||||||||||||||||
(a) | Reduction in net income to reflect additional depreciation expense associated with the increase in the cost of property, plant and equipment that resulted from the allocation of the purchase price to the fair value of the assets and liabilities acquired by TD. | ||||||||||||||||
(b) | Reduction in net income to reflect interest expense on the long-term debt allocated to TIGT and TMID in connection with the acquisition of TIGT and TMID by TD. | ||||||||||||||||
The subsequent contribution of the assets and liabilities of TIGT and TMID from TD to TEP, which was effective on May 17, 2013, was accounted for as a transaction between entities under common control under ASC 805. | |||||||||||||||||
TEP Acquisition of Trailblazer | |||||||||||||||||
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. | |||||||||||||||||
TEP Acquisition of 33.3% of Pony Express | |||||||||||||||||
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 (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 System and the lateral in Northeast Colorado. 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 (prorated to approximately $5.4 million for the quarter ended 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 December 31, 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 | |||||||||||||
Deferred financing costs | 4,512 | — | — | 4,512 | |||||||||||||
Deferred charges and other assets | 11,554 | 1,000 | 4,563 | 17,117 | |||||||||||||
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 liabilities | 4,556 | 959 | 35 | 5,550 | |||||||||||||
Deferred revenue | 538 | — | — | 538 | |||||||||||||
Other current liabilities | 9,683 | 1,012 | — | 10,695 | |||||||||||||
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 | |||||||||||||
Equity: | |||||||||||||||||
Net Equity | 743,941 | 88,251 | 476,909 | 1,309,101 | |||||||||||||
Total Equity | 743,941 | 88,251 | 476,909 | 1,309,101 | |||||||||||||
Total Liabilities and Equity | $ | 967,798 | $ | 97,459 | $ | 566,156 | $ | 1,631,413 | |||||||||
The results of our acquisitions of Trailblazer and Pony Express are included in the consolidated statements of income for the year ended December 31, 2014, the year ended December 31, 2013, and the period from November 13 to December 31, 2012. The following tables present the previously reported consolidated statements of income for the year ended December 31, 2013 and the period from November 13 to December 31, 2012, adjusted for the acquisitions of Trailblazer and Pony Express: | |||||||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues: | |||||||||||||||||
Natural gas liquids sales | $ | 146,313 | $ | — | $ | — | $ | 146,313 | |||||||||
Natural gas sales | 7,969 | 1,418 | — | 9,387 | |||||||||||||
Transportation services | 98,625 | 21,400 | — | 120,025 | |||||||||||||
Processing and other revenues | 14,801 | — | — | 14,801 | |||||||||||||
Total Revenues | 267,708 | 22,818 | — | 290,526 | |||||||||||||
Operating Costs and Expenses: | |||||||||||||||||
Cost of sales and transportation services | 137,285 | 8,869 | — | 146,154 | |||||||||||||
Operations and maintenance | 31,945 | 3,459 | — | 35,404 | |||||||||||||
Depreciation and amortization | 29,549 | 7,340 | 3,028 | 39,917 | |||||||||||||
General and administrative | 21,894 | 5,629 | 128 | 27,651 | |||||||||||||
Taxes, other than income taxes | 6,325 | 1,076 | — | 7,401 | |||||||||||||
Total Operating Costs and Expenses | 226,998 | 26,373 | 3,156 | 256,527 | |||||||||||||
Operating Income (Loss) | 40,710 | (3,555 | ) | (3,156 | ) | 33,999 | |||||||||||
Other (Expense) Income: | |||||||||||||||||
Interest (expense) income, net | (11,141 | ) | 115 | (28 | ) | (11,054 | ) | ||||||||||
Loss on extinguishment of debt | (17,526 | ) | — | — | (17,526 | ) | |||||||||||
Other income, net | 2,136 | 69 | — | 2,205 | |||||||||||||
Total Other (Expense) Income | (26,531 | ) | 184 | (28 | ) | (26,375 | ) | ||||||||||
Net Income (Loss) | 14,179 | (3,371 | ) | (3,184 | ) | 7,624 | |||||||||||
Net loss attributable to noncontrolling interests | — | — | 2,123 | 2,123 | |||||||||||||
Net Income (Loss) attributable to partners | $ | 14,179 | $ | (3,371 | ) | $ | (1,061 | ) | $ | 9,747 | |||||||
Period from November 13, 2012 to December 31, 2012 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues: | |||||||||||||||||
Natural gas liquids sales | $ | 18,554 | $ | — | $ | — | $ | 18,554 | |||||||||
Natural gas sales | 1,910 | 416 | — | 2,326 | |||||||||||||
Transportation services | 13,102 | 2,868 | — | 15,970 | |||||||||||||
Processing and other revenues | 1,722 | — | — | 1,722 | |||||||||||||
Total Revenues | 35,288 | 3,284 | — | 38,572 | |||||||||||||
Operating Costs and Expenses: | |||||||||||||||||
Cost of sales and transportation services | 18,298 | 752 | — | 19,050 | |||||||||||||
Operations and maintenance | 3,353 | 568 | — | 3,921 | |||||||||||||
Depreciation and amortization | 4,086 | 985 | 378 | 5,449 | |||||||||||||
General and administrative | 7,133 | 1,673 | — | 8,806 | |||||||||||||
Taxes, other than income taxes | 1,107 | 170 | — | 1,277 | |||||||||||||
Total Operating Costs and Expenses | 33,977 | 4,148 | 378 | 38,503 | |||||||||||||
Operating Income (Loss) | 1,311 | (864 | ) | (378 | ) | 69 | |||||||||||
Other (Expense) Income: | |||||||||||||||||
Interest (expense) income, net | (3,201 | ) | 22 | — | (3,179 | ) | |||||||||||
Other income, net | 482 | 10 | — | 492 | |||||||||||||
Total Other (Expense) Income | (2,719 | ) | 32 | — | (2,687 | ) | |||||||||||
Net Income (Loss) | (1,408 | ) | (832 | ) | (378 | ) | (2,618 | ) | |||||||||
Net loss attributable to noncontrolling interests | — | — | 252 | 252 | |||||||||||||
Net Income (Loss) attributable to partners | $ | (1,408 | ) | $ | (832 | ) | $ | (126 | ) | $ | (2,366 | ) | |||||
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% membership 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 Redtail and a 100% equity interest in Alpha Reclaim Technology, LLC ("Alpha"), a company which sources treated wastewater from municipalities in Texas. 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 Redtail 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 analysis. 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 December 31, 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 $5.0 million and $0.3 million, respectively, was recognized in the accompanying Consolidated Statements of Income for the period from May 13, 2014 to December 31, 2014. Pro Forma revenue and net income attributable to TEP for the year ended December 31, 2014 was $374.4 million and $61.7 million, respectively. No pro forma information is presented for the year ended December 31, 2013 or the periods from November 13, 2012 to December 31, 2012 or January 1, 2012 to November 12, 2012 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, 2012. 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 year ended December 31, 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% 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 | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||
Related Party Transactions | TEP has no employees. TEP Pre-Predecessor Parent historically provided and charged TEP Pre-Predecessor for all direct and indirect costs of services provided to us or incurred on our behalf including employee labor costs, information technology services, employee health and life benefits, and all other expenses necessary or appropriate to the conduct of our business. Beginning November 13, 2012, TD similarly provided and charged TEP for direct and indirect costs of services. TEP and TEP Pre-Predecessor record these costs on the accrual basis in the period in which TEP Pre-Predecessor Parent (or TD, beginning November 13, 2012) incurs them. Each of the wholly-owned companies comprising TEP and TEP Pre-Predecessor had agency arrangements with TEP Pre-Predecessor Parent or its affiliates (prior to November 13, 2012) and TD (beginning November 13, 2012) under which TEP Pre-Predecessor Parent, or its contractually obligated affiliate, or TD, as applicable, pay costs and expenses incurred by TEP and TEP Pre-Predecessor, act as agents for TEP and TEP Pre-Predecessor, and are reimbursed by TEP and TEP Pre-Predecessor for such payments. While the substance of the operating agreement remains the same, the cost structure under new management has changed, which affected the basis of certain allocations when the agreements transitioned from TEP Pre-Predecessor Parent to TD. | ||||||||||||||||
On May 17, 2013, in connection with the closing of 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 fourth quarter of 2014, TEP’s cost reimbursements to TD for costs discussed above were $5.3 million. In addition, the quarterly reimbursement from Pony Express to TD for the fourth quarter of 2014 was $4.6 million. 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 fourth quarter of 2014. These reimbursement amounts will be periodically reviewed and adjusted as necessary to continue to reflect reasonable allocation of costs to TEP. | |||||||||||||||||
Due to the cash management 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, prior to April 1, 2014 for Trailblazer, and prior to September 1, 2014 for Pony Express. Balances lent to TD under the Pony Express cash management agreement effective September 1, 2014 are classified as related party receivables on the consolidated balance sheet and will be cash settled. TEP recognized interest income from TD of $1.5 million during the year ended December 31, 2014 on the receivable balance under the Pony Express cash management agreement. | |||||||||||||||||
Totals of transactions with affiliated companies are as follows: | |||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
Cost of sales and transportation services | $ | — | $ | — | $ | — | $ | 155 | |||||||||
Charges to TEP and TEP Pre-Predecessor: (1) | |||||||||||||||||
Property, plant and equipment, net | $ | 17,936 | $ | 7,604 | $ | 193 | $ | 1,052 | |||||||||
Other deferred charges | $ | 27 | $ | 799 | $ | 56 | $ | 130 | |||||||||
Operation and maintenance | $ | 18,783 | $ | 18,439 | $ | 2,933 | $ | 12,874 | |||||||||
General and administrative (2) | $ | 23,475 | $ | 20,140 | $ | 6,888 | $ | 7,960 | |||||||||
Property, plant and equipment sales to: | |||||||||||||||||
Kinder Morgan Energy Partners, LP | $ | — | $ | — | $ | — | $ | 1,948 | |||||||||
(1) | Charges to TEP and TEP Pre-Predecessor include directly charged wages and salaries, other compensation and benefits, and shared services. | ||||||||||||||||
(2) | During the years ended December 31, 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 from related party" and "Accounts payable to related parties" in the Consolidated Balance Sheets are as follows: | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Receivable from related party: | |||||||||||||||||
Tallgrass Operations, LLC | $ | 73,393 | $ | — | |||||||||||||
Total receivable from related party | $ | 73,393 | $ | — | |||||||||||||
Accounts payable to related parties: | |||||||||||||||||
Tallgrass Operations, LLC | $ | 3,894 | $ | 7,106 | |||||||||||||
Rockies Express Pipeline LLC | 21 | 31 | |||||||||||||||
Total accounts payable to related parties | $ | 3,915 | $ | 7,137 | |||||||||||||
Balances of gas imbalances with affiliated shippers are as follows: | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Affiliate gas balance receivables | $ | 275 | $ | 137 | |||||||||||||
Affiliate gas balance payables | $ | 455 | $ | 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 16 – 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 433 miles of natural gas pipeline, and associated rights of way and certain other equipment, to Pony Express in 2013. For more information, see Note 16 – Regulatory Matters. Any costs incurred by TIGT subsequent to August 31, 2014 are reimbursed directly by Pony Express. | |||||||||||||||||
TIGT’s expenditures for the Replacement Gas Facilities are captured in "Prepayments and other current assets" in the Consolidated Balance Sheets as they are incurred and interest is accrued until reimbursement takes place (which is typically monthly). During the year ended December 31, 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 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, 2014, TEP had not incurred any expenditures for the Replacement Gas Facilities that had not been reimbursed. During the year ended December 31, 2013, reimbursements of $4.3 million related to expenditures prior to the closing of the IPO on May 17, 2013 were settled as equity distributions with TD. During the year ended December 31, 2013, reimbursements of $30.4 million related to expenditures subsequent to the closing of the IPO on May 17, 2013 were cash settled by TD. 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 | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory | The components of inventory at December 31, 2014 and December 31, 2013 consisted of the following: | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Gas in underground storage | $ | 8,896 | $ | 2,403 | ||||
Materials and supplies | 3,049 | 2,137 | ||||||
Crude oil | 581 | — | ||||||
Natural gas liquids | 519 | 1,009 | ||||||
Total inventory | $ | 13,045 | $ | 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 that was available for initial line fill on the Pony Express System, which was subsequently 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. TEP returned the barrels to Shell in November 2014. At that time, Shell returned the $20 million deposit to Pony Express, which Pony Express subsequently returned to TD. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | A summary of net property, plant and equipment by classification is as follows: | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Crude oil pipelines | $ | 939,536 | $ | — | ||||
Natural gas pipelines | 548,482 | 397,287 | ||||||
Processing and treating assets | 241,671 | 209,329 | ||||||
General and other | 42,719 | 26,076 | ||||||
Construction work in progress | 139,873 | 506,378 | ||||||
Accumulated depreciation and amortization | (59,200 | ) | (22,264 | ) | ||||
Total property, plant and equipment, net | $ | 1,853,081 | $ | 1,116,806 | ||||
Depreciation expense was approximately $40.9 million for the year ended December 31, 2014, $36.6 million for the year ended December 31, 2013, $4.9 million for the period from November 13, 2012 to December 31, 2012, and $19.9 million for the period from January 1, 2012 to November 12, 2012. Capitalized interest was approximately $1.2 million for the year ended December 31, 2014, $867,000 for the year ended December 31, 2013, $15,000 for the period from November 13, 2012 to December 31, 2012 and $9,000 for the period from January 1, 2012 to November 12, 2012. | ||||||||
Under lease agreements effective November 13, 2012, TIGT, as lessor, leases a portion of its office space to a third party. Rental income for the year ended December 31, 2014, the year ended December 31, 2013, and the period from November 13, 2012 to December 31, 2012 was approximately $1.0 million, $1.0 million, and $145,000, respectively, and was recorded as "Other income, net" in the accompanying Consolidated Statements of Income. As of December 31, 2014, future minimum rental income under non-cancelable operating leases as the lessor were as follows (in thousands): | ||||||||
Year | Total | |||||||
2015 | $ | 828 | ||||||
2016 | 772 | |||||||
2017 | 787 | |||||||
2018 | 802 | |||||||
2019 | 817 | |||||||
Thereafter | 205 | |||||||
Total | $ | 4,211 | ||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets (Notes) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [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: | ||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 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 | $ | 255,558 | $ | 79,157 | $ | 334,715 | ||||||||||||
Goodwill acquired | — | 8,573 | (1) | 8,573 | — | — | — | |||||||||||||||||
Balance at end of period | $ | 255,558 | $ | 87,730 | $ | 343,288 | $ | 255,558 | $ | 79,157 | $ | 334,715 | ||||||||||||
(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 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 analysis as necessary. | ||||||||||||||||||||||||
Other Intangible Assets | ||||||||||||||||||||||||
A summary of amortized intangible assets is as follows: | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Pony Express oil conversion use rights | $ | 105,973 | $ | 105,973 | ||||||||||||||||||||
Redtail customer contract | 8,200 | — | ||||||||||||||||||||||
Accumulated amortization | (9,635 | ) | (3,406 | ) | ||||||||||||||||||||
Intangible assets, net | $ | 104,538 | $ | 102,567 | ||||||||||||||||||||
Amortization of intangible assets was approximately $6.2 million for the year ended December 31, 2014, $3.0 million for the year ended December 31, 2013, and $0.4 million for the period from November 13, 2012 to December 31, 2012. There was no amortization for the period from January 1, 2012 to November 12, 2012. | ||||||||||||||||||||||||
Estimated future amortization for these intangible assets is as follows (in thousands): | ||||||||||||||||||||||||
Year | Total | |||||||||||||||||||||||
2015 | $ | 8,026 | ||||||||||||||||||||||
2016 | 3,028 | |||||||||||||||||||||||
2017 | 3,028 | |||||||||||||||||||||||
2018 | 3,028 | |||||||||||||||||||||||
2019 | 3,028 | |||||||||||||||||||||||
Thereafter | 84,400 | |||||||||||||||||||||||
Total | $ | 104,538 | ||||||||||||||||||||||
Risk_Management
Risk Management | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||
Risk Management | TEP and TEP Pre-Predecessor may enter into derivative contracts with third parties for the purpose of hedging exposures that accompany their normal business activities. TEP and TEP Pre-Predecessor’s normal business activities directly and indirectly expose them to risks associated with changes in the market price of crude oil and natural gas, among other commodities. Specifically, the risks associated with changes in the market price of natural gas, include, among others (i) pre-existing or anticipated physical natural gas sales, (ii) natural gas purchases and (iii) natural gas system use and storage. Prior to November 13, 2012, TEP Pre-Predecessor applied hedge accounting to these derivative contracts. As discussed below, TEP elected not to apply hedge accounting. | ||||||||||||||||||
Beginning on November 13, 2012, all previously hedge-designated derivative contracts were de-designated and changes in the fair value of all derivative contracts are now recorded in earnings in the period in which the change occurs. Accumulated other comprehensive income associated with the derivative contracts was immaterial as of the de-designation date and was eliminated in purchase accounting. | |||||||||||||||||||
During the period January 1, 2012 to November 12, 2012, the TEP Pre-Predecessor recognized no gain or loss on derivatives associated with the ineffectiveness of these hedges and did not exclude any component of the derivative contracts’ gain or loss from the assessment of hedge effectiveness. Under hedge accounting, as the hedged sales and purchases took place and TEP Pre-Predecessor recorded them into earnings in the same period, the TEP Pre-Predecessor also reclassified the associated gains and losses included in accumulated other comprehensive income into earnings. During the period January 1, 2012 to November 12, 2012, no gain or loss was reclassified into earnings as a result of the discontinuance of cash flow hedges due to a determination that the forecasted transactions would no longer occur by the end of the originally specified time period. | |||||||||||||||||||
Fair Value of Derivative Contracts | |||||||||||||||||||
The following table summarizes the fair values of TEP’s derivative contracts included in the accompanying Consolidated Balance Sheets: | |||||||||||||||||||
Balance Sheet | 31-Dec-14 | 31-Dec-13 | |||||||||||||||||
Location | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Energy commodity derivative contracts | Current liabilities | $ | — | $ | 184 | ||||||||||||||
TEP had no derivative contracts outstanding as of December 31, 2014. As of December 31, 2013 we had no derivative contracts in asset positions. | |||||||||||||||||||
Effect of Derivative Contracts on the Income Statement | |||||||||||||||||||
The following tables summarize the impact of derivative contracts for the years ended December 31, 2014 and 2013, the period from November 13, 2012 to December 31, 2012, and the period from January 1, 2012 to November 12, 2012: | |||||||||||||||||||
Amount of gain (loss) recognized in OCI on derivatives (effective portion) | |||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||||
Energy commodity derivative contracts | $ | — | $ | — | $ | — | $ | 1,024 | |||||||||||
Amount of gain (loss) reclassified from Accumulated OCI into income (effective portion) | |||||||||||||||||||
Location of | TEP | TEP Pre-Predecessor | |||||||||||||||||
gain (loss) reclassified from AOCI into income (effective portion) | Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | |||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | — | $ | — | $ | — | $ | 4,187 | ||||||||||
Amount of gain (loss) recognized in income on derivatives | |||||||||||||||||||
Location of | TEP | TEP Pre-Predecessor | |||||||||||||||||
gain (loss) recognized | |||||||||||||||||||
in income on derivatives | Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | |||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Derivatives not designated as hedging contracts: | |||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | (410 | ) | $ | (548 | ) | $ | 416 | $ | — | ||||||||
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 December 31, 2014, TEP had no derivative contracts outstanding, 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 December 31, 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 table summarizes the fair value measurements of TEP’s energy commodity derivative contracts as of 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 December 31, 2013 | |||||||||||||||||||
Energy commodity derivative contracts | $ | 184 | $ | — | $ | 184 | $ | — | |||||||||||
Longterm_Debt
Long-term Debt | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Long-term Debt | Revolving Credit Facility | |||||||||||||||||||
On May 17, 2013, in connection with the IPO, TEP entered into 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. 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 from $40 million to $60 million, (iii) increase the sublimit for letters of credit from $50 million 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 December 31, 2014 and December 31, 2013: | ||||||||||||||||||||
31-Dec-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 | (559,000 | ) | (135,000 | ) | ||||||||||||||||
Less: Letters of credit issued under the revolving credit facility | — | (654 | ) | |||||||||||||||||
Available capacity under the revolving credit facility | $ | 291,000 | $ | 364,346 | ||||||||||||||||
The revolving 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." 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 December 31, 2014, TEP is in compliance with the covenants required under the revolving credit facility. | ||||||||||||||||||||
The unused portion of the revolving 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 December 31, 2014, the weighted average interest rate on outstanding borrowings was 2.45%. | ||||||||||||||||||||
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 Consolidated Balance Sheets as of December 31, 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) | ||||||||||||||||||||
December 31, 2014 | $ | — | $ | 559,000 | $ | — | $ | 559,000 | $ | 559,000 | ||||||||||
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 December 31, 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 December 31, 2014. |
Partnership_Equity_and_Distrib
Partnership Equity and Distributions | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||
Partnership Equity and Distributions | Equity Distribution Agreement | |||||||||||||||||||||||
On October 31, 2014, we entered into an equity distribution agreement pursuant to which we may sell from time to time through a group of managers, as our sales agents, common units representing limited partner interests having an aggregate offering price of up to $200 million. Sales of the common units, if any, will be made by means of ordinary brokers’ transactions, to or through a market maker or directly on or through an electronic communication network, a "dark pool" or any similar market venue, or as otherwise agreed by the Partnership and one or more of the managers. We intend to use the net proceeds from any sale of the units for general partnership purposes, which may include, among other things, capital expenditures, acquisitions and the repayment of debt. | ||||||||||||||||||||||||
As of December 31, 2014, TEP had issued and sold 28,625 common units with a weighted average sales price of $44.20 per unit under our equity distribution agreement for net proceeds of approximately $1.1 million (net of approximately $215,000 in commissions and professional service expenses). We used the net proceeds for general partnership purposes. At December 31, 2014, approximately $198.7 million in aggregate offering price remained available to be issued and sold under the equity distribution agreement. | ||||||||||||||||||||||||
July 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 $319.3 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. | ||||||||||||||||||||||||
Issuance of Common Units to TD | ||||||||||||||||||||||||
As discussed in Note 1 – Description of Business, TD completed the acquisition of TEP Pre-Predecessor subsidiary entities on November 13, 2012. On May 17, 2013, in conjunction with the closing of TEP’s IPO, TD’s ownership interest in TIGT and TMID was contributed to TEP in exchange for 9,700,000 common and 16,200,000 subordinated units (and other consideration consisting of debt assumption and cash distribution as more fully described above in Note 1 –Description of Business). Additionally, in 2014 TEP issued 385,140 common units to TD as partial consideration for the acquisition of Traiblazer and issued 70,340 common units to TD as partial consideration for the acquisition of a 33.3% membership interest in Pony Express. | ||||||||||||||||||||||||
Distributions to Holders of Common Units, Subordinated Units and General Partner Units | ||||||||||||||||||||||||
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 years ended December 31, 2014 and 2013: | ||||||||||||||||||||||||
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) | ||||||||||||||||||||||||
31-Dec-14 | February 13, 2015 | $ | 23,782 | $ | 4,039 | $ | 473 | $ | 28,294 | $ | 0.485 | |||||||||||||
30-Sep-14 | November 14, 2014 | 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 | (1) | |||||||||||||||||
31-Mar-13 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||
(1) | 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 | ||||||||||||||||||||||||
As of December 31, 2014, all subordinated units were currently held by TD. Under the terms of TEP's partnership agreement and upon the payment of the quarterly cash distribution to unitholders on February 13, 2015, the subordination period ended. As a result, the 16,200,000 subordinated units held by TD converted into common units on a one for one basis on February 17, 2015. The conversion of the subordinated units did not impact the aggregate amount of cash distributions paid. | ||||||||||||||||||||||||
General Partner Units | ||||||||||||||||||||||||
As of December 31, 2014, the general partner owns an approximate 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 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, or 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 year ended December 31, 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 year ended December 31, 2014, Pony Express made a distribution of $5.4 million to TD, which was settled via the Pony Express cash management agreement. | ||||||||||||||||||||||||
During the year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 2013, the Trailblazer Predecessor and Pony Express Predecessor recognized net contributions from TD of $379.9 million. | ||||||||||||||||||||||||
There were no net distributions from TEP to TD for the period from November 13, 2012 to December 31, 2012. Net distributions from TEP Pre-Predecessor to its parent for the period from January 1, 2012 to November 12, 2012 were $57.7 million. |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | Leases | ||||
Rent expense under operating leases and right of way agreements totaled approximately $4.7 million, $327,000, $43,000, and $206,000 for the year ended December 31, 2014, the year ended December 31, 2013, the period from November 13, 2012 to December 31, 2012 and the period from January 1, 2012 to November 12, 2012, respectively. | |||||
At December 31, 2014, future minimum rental commitments under major, non-cancelable operating leases were as follows (in thousands): | |||||
Year | Total | ||||
2015 | $ | 24,540 | |||
2016 | 27,784 | ||||
2017 | 28,269 | ||||
2018 | 28,694 | ||||
2019 | 29,225 | ||||
Thereafter | 506,833 | ||||
Total | $ | 645,345 | |||
Operating lease agreements primarily consist of storage capacity leased by Pony Express from Deeprock Development, LLC ("Deeprock"), an unconsolidated affiliate of TD and Tallgrass Sterling Terminal, LLC ("Sterling"), an indirect wholly-owned subsidiary of TD. | |||||
Pony Express entered into a lease agreement with Deeprock on November 7, 2012 for the use by Pony Express of storage capacity at the Deeprock tank storage facility near Cushing, Oklahoma. The lease has a five year term which commenced on October 7, 2014. Pony Express made upfront payments totaling $10.9 million, of which $4.6 million was paid in 2013 and $6.3 million was paid in 2014. The upfront payments are recorded as "Deferred charges and other assets" on the accompanying 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 20 years from when the lease commences. Future minimum rental commitments above assume renewal of the Deeprock lease for the full 20 year term as the storage capacity at Deeprock is integral to the operations of the Pony Express System and renewal of the lease is reasonably assured as a result. | |||||
On August 26, 2014, Pony Express entered into a lease agreement with Sterling 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 lateral on the Pony Express System located in Northeast Colorado 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 20 years from the commencement of the lease agreement. Future minimum rental commitments above assume renewal of the Sterling lease for the full 20 year term as the storage capacity at Sterling is integral to the operations of the lateral in Northeast Colorado and renewal of the lease is reasonably assured as a result. | |||||
Capital Expenditures | |||||
Approximately $63.5 million had been committed for the future purchase of property, plant and equipment at December 31, 2014. |
Net_Income_per_Limited_Partner
Net Income per Limited Partner Unit | 12 Months Ended | |||||||||||||||
Dec. 31, 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 years ended December 31, 2014 and 2013: | ||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from January 1, 2013 to May 16, 2013 | Period from May 17, 2013 to December 31, 2013 | |||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||
Net income | $ | 59,329 | $ | 7,624 | $ | 5,049 | $ | 2,575 | ||||||||
Net loss attributable to noncontrolling interests | 11,352 | 2,123 | 761 | 1,362 | ||||||||||||
Net income attributable to partners | 70,681 | 9,747 | 5,810 | 3,937 | ||||||||||||
Predecessor operations interest in net (income) loss | (1,508 | ) | 4,432 | 1,172 | 3,260 | |||||||||||
General partner interest in net income | (7,399 | ) | (7,188 | ) | (6,982 | ) | (206 | ) | ||||||||
Net income available to common and subordinated unitholders | $ | 61,774 | $ | 6,991 | $ | — | $ | 6,991 | ||||||||
Basic net income per common and subordinated unit | $ | 1.39 | $ | 0.17 | $ | 0.17 | ||||||||||
Diluted net income per common and subordinated unit | $ | 1.36 | $ | 0.17 | $ | 0.17 | ||||||||||
Basic average number of common and subordinated units outstanding | 44,346 | 40,450 | 40,450 | |||||||||||||
Equity Participation Unit equivalent units | 1,048 | 1,008 | 1,008 | |||||||||||||
Diluted average number of common and subordinated units outstanding | 45,394 | 41,458 | 41,458 | |||||||||||||
Major_Customers_and_Concentrat
Major Customers and Concentration of Credit Risk (Notes) | 12 Months Ended | |
Dec. 31, 2014 | ||
Risks and Uncertainties [Abstract] | ||
Major Customers and Concentration of Credit Risk | During the year ended December 31, 2014, the year ended December 31, 2013 and the period from November 13, 2012 to December 31, 2012, one non-affiliated customer, Phillips 66, accounted for $113.6 million (31%), $102.0 million (35%) and $11.2 million (29%) of TEP’s total operating revenues, respectively. During the period from January 1, 2012 to November 12, 2012, the same non-affiliated customer accounted for $68.9 million (31%) of TEP Pre-Predecessor’s total operating revenues. Phillips 66 was previously a part of ConocoPhillips and began trading separately on the New York Stock Exchange starting May 1, 2012. All of these revenues were earned in our Processing & Logistics segment. | |
For the year ended December 31, 2014, the percentage of segment revenues from the top ten non-affiliated customers for each segment was as follows: | ||
Percentage of | ||
Segment Revenue | ||
Natural Gas Transportation & Logistics | 48% | |
Crude Oil Transportation & Logistics | 94% | |
Processing & Logistics | 92% | |
TEP mitigates credit risk by requiring collateral or financial guarantees and letters of credit from customers with specific credit concerns. In support of credit extended to certain customers, TEP had received prepayments of $3.1 million and $3.8 million at December 31, 2014 and 2013, respectively, included in the caption "Other current liabilities" in the accompanying Consolidated Balance Sheets. |
EquityBased_Compensation
Equity-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 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 System being placed into service and will generally occur in two parts, with one-third vesting on the later of the Pony Express System in-service date or May 13, 2015, and the remaining two-thirds vesting on the later of the Pony Express System in-service date or May 13, 2017. The Pony Express System was placed in service in October 2014. New EPUs granted after the first quarter of 2014 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 $10.2 million was recognized during the year ended December 31, 2014. Of the total compensation cost, $5.1 million was recognized as compensation expense at TEP for the year ended December 31, 2014 and the remainder was allocated to TD. Total equity-based compensation cost related to the EPU grants of approximately $4.2 million was recognized during the year ended December 31, 2013. Of the total compensation cost, $1.8 million was recognized as compensation expense at TEP for the year ended December 31, 2013 and the remainder was allocated to TD. As of December 31, 2014, $13.2 million of total compensation cost related to non-vested EPUs is expected to be recognized over a weighted average period of 2.1 years, a portion of which will be charged to TD. | ||||||||||||||
The following table summarizes the changes in the EPUs outstanding for the years ended December 31, 2014 and 2013: | ||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | |||||||||||||
Equity Participation Units | Weighted Average | Equity Participation Units | Weighted Average | |||||||||||
Grant Date Fair Value | Grant Date Fair Value | |||||||||||||
Beginning of period | 1,474,250 | $ | 17.54 | — | $ | — | ||||||||
Granted | 147,500 | 30.23 | 1,515,000 | 17.54 | ||||||||||
Forfeited | (96,000 | ) | 17.83 | (40,750 | ) | (17.49 | ) | |||||||
End of period | 1,525,750 | $ | 18.75 | 1,474,250 | $ | 17.54 | ||||||||
Regulatory_Matters
Regulatory Matters | 12 Months Ended |
Dec. 31, 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 433 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 | |
In anticipation of placing the Pony Express System into service, several petitions for declaratory orders were submitted to the FERC by Pony Express, its predecessor Kinder Morgan Pony Express Pipeline LLC, and certain upstream pipelines interconnected with the Pony Express System to address considerations related to the Pony Express System and other matters. In response to these petitions, the FERC issued three declaratory orders (two in 2012 and one in 2014) approving the proposed rate structures and terms of service for the Pony Express System. | |
On September 19, 2014 Pony Express filed with the FERC to adopt a tariff 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 with the FERC on October 29, 2014 to be effective starting November 1, 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 to be effective starting November 1, 2014. Hiland Pipeline Company has not yet filed the Joint Contract Tariff rates for movements between its system and the Pony Express System. | |
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. Further, the statute governing service by Pony Express allows parties having standing to file complaints in regard to existing tariff rates and provisions. If the complaint is not resolved, the FERC may conduct a hearing and order a crude oil pipeline to make reparations going back for up to two years prior to the date on which a complaint was filed if a rate is found to be unjust and unreasonable. 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 | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
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, had aggregate reserves for legal claims of approximately $0.6 million and $0.3 million as of December 31, 2014 and 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. The matter was removed to the US District Court for the District of Kansas. 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 has since placed this line into oil service and restored 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 regarding the Goshen County failure and is evaluating the cost of anticipated remediation activities. | |
On August 31, 2014, a leak occurred at the Sterling Pump Station on the Pony Express System in Logan County, Colorado, which resulted in a release of approximately 200 bbls of crude oil. The spill was entirely contained on TEP property. We have presented our incident investigation findings to PHMSA and are currently working with PHMSA on the matter. On October 7, 2014 an overpressure event occurred upstream of the Lincoln Pump Station, which resulted in an overflow of the sump at the Lincoln Pump Station. On October 28, 2014, an overpressure situation occurred at the Cushing Terminal in Payne County, Oklahoma. On November 17, 2014, a leak occurred at the Sterling Pig Adapter on the Pony Express System in Logan County, Colorado due to a one-inch valve that was left in a partial open state. This incident resulted in a spill of approximately 119 bbls of crude oil. We have presented our incident investigation findings to PHMSA and are currently working with PHMSA on the matter. TEP is currently evaluating the cost of anticipated remediation activities. | |
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 had environmental accruals of $5.3 million and $5.0 million at December 31, 2014 and 2013, respectively. | |
TMID | |
Casper Plant, U.S. EPA Notice of Violation | |
In August 2011, the U.S. EPA and the Wyoming Department of Environmental Quality ("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 List. | |
Casper Gas Plant | |
On November 25, 2014, WDEQ issued a Notice of Violation for violations of Part 60 Subpart OOOO related to the Depropanizer project (wv-14388, issued 7/9/13) in Docket No. 5506-14. TMID had discussed the issues in a meeting with WDEQ in Cheyenne on November 17, 2014, and submitted a disclosure on November 20, 2014 detailing the regulatory issues and potential violations. The project triggered a modification of Subpart OOOO for the entire plant. The project equipment as well as plant equipment subjected to Subpart OOOO was not monitored timely, and initial notification was not made timely. Settlement negotiations with WDEQ are currently ongoing. |
Reporting_Segments
Reporting Segments | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 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 System was placed in service in October 2014. The Crude Oil Transportation & Logistics segment also includes the construction of a lateral pipeline in Northeast Colorado, which will interconnect with the Pony Express System just east of Sterling, Colorado and is expected to be placed in service during the first half of 2015. As discussed in Note 2 – Summary of Significant Accounting Policies, results for prior periods have been recast to reflect the operations of Pony Express. | |||||||||||||||||||||||||
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: | |||||||||||||||||||||||||
TEP | |||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | ||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 140,080 | $ | (5,257 | ) | $ | 134,823 | $ | 127,877 | $ | (1,920 | ) | $ | 125,957 | |||||||||||
Crude Oil Transportation & Logistics | 28,343 | — | 28,343 | — | — | — | |||||||||||||||||||
Processing & Logistics | 208,390 | — | 208,390 | 164,569 | — | 164,569 | |||||||||||||||||||
Corporate and other | — | — | — | — | — | — | |||||||||||||||||||
Total revenue | $ | 376,813 | $ | (5,257 | ) | $ | 371,556 | $ | 292,446 | $ | (1,920 | ) | $ | 290,526 | |||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||
Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 16,696 | $ | (96 | ) | $ | 16,600 | $ | 104,002 | $ | (696 | ) | $ | 103,306 | |||||||||||
Crude Oil Transportation & Logistics | — | — | — | — | — | — | |||||||||||||||||||
Processing & Logistics | 21,972 | — | 21,972 | 116,986 | — | 116,986 | |||||||||||||||||||
Corporate and other | — | — | — | — | — | — | |||||||||||||||||||
Total revenue | $ | 38,668 | $ | (96 | ) | $ | 38,572 | $ | 220,988 | $ | (696 | ) | $ | 220,292 | |||||||||||
TEP | |||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 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 | $ | 67,593 | $ | (4,015 | ) | $ | 63,578 | $ | 56,821 | $ | (1,920 | ) | $ | 54,901 | |||||||||||
Crude Oil Transportation & Logistics | 15,711 | — | 15,711 | (43 | ) | — | (43 | ) | |||||||||||||||||
Processing & Logistics | 33,089 | — | 33,089 | 23,192 | 1,920 | 25,112 | |||||||||||||||||||
Corporate and other | (2,500 | ) | — | (2,500 | ) | (1,580 | ) | — | (1,580 | ) | |||||||||||||||
Reconciliation to Net Income: | |||||||||||||||||||||||||
Interest expense, net | 7,648 | 11,035 | |||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 45,389 | 37,898 | |||||||||||||||||||||||
Loss on extinguishment of debt | — | 17,526 | |||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (184 | ) | 386 | ||||||||||||||||||||||
Non-cash compensation expense | 5,136 | 1,798 | |||||||||||||||||||||||
Distributions from unconsolidated investment | 1,464 | — | |||||||||||||||||||||||
Equity in earnings of unconsolidated investment | (717 | ) | — | ||||||||||||||||||||||
Non-cash loss allocated to noncontrolling interest | (10,151 | ) | — | ||||||||||||||||||||||
Gain on remeasurement of unconsolidated investment | (9,388 | ) | — | ||||||||||||||||||||||
Net income attributable to partners | $ | 70,681 | $ | 9,747 | |||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||
Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | ||||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | ||||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 2,993 | $ | (96 | ) | $ | 2,897 | $ | 52,459 | $ | (696 | ) | $ | 51,763 | |||||||||||
Crude Oil Transportation & Logistics | — | — | — | — | — | — | |||||||||||||||||||
Processing & Logistics | 2,744 | 96 | 2,840 | 18,302 | 696 | 18,998 | |||||||||||||||||||
Corporate and other | — | — | — | — | — | — | |||||||||||||||||||
Reconciliation to Net Income: | |||||||||||||||||||||||||
Interest expense, net | 3,179 | (1,661 | ) | ||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 5,197 | 20,647 | |||||||||||||||||||||||
Texas Margin Taxes | — | 279 | |||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (273 | ) | — | ||||||||||||||||||||||
Net (loss) income attributable to partners | $ | (2,366 | ) | $ | 51,496 | ||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 20,580 | $ | 28,184 | $ | 9,205 | $ | 7,646 | |||||||||||||||||
Crude Oil Transportation & Logistics | 631,883 | 286,824 | — | — | |||||||||||||||||||||
Processing & Logistics | 13,187 | 31,012 | 3,493 | 11,894 | |||||||||||||||||||||
Corporate and other | — | — | — | — | |||||||||||||||||||||
Total capital expenditures | $ | 665,650 | $ | 346,020 | $ | 12,698 | $ | 19,540 | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 716,106 | $ | 734,145 | |||||||||||||||||||||
Crude Oil Transportation & Logistics | 1,394,793 | 566,156 | |||||||||||||||||||||||
Processing & Logistics | 340,620 | 326,599 | |||||||||||||||||||||||
Corporate and other | 5,678 | 4,513 | |||||||||||||||||||||||
Total assets | $ | 2,457,197 | $ | 1,631,413 | |||||||||||||||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Selected Quarterly Financial Data (Unaudited) [Abstract] | ||||||||||||||||
Quarterly Financial Information [Text Block] | The following tables summarize the unaudited quarterly statements operations for TEP for 2014 and 2013: | |||||||||||||||
TEP | ||||||||||||||||
Quarter Ended 2014 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||
Total revenues | $ | 94,779 | $ | 77,320 | $ | 89,953 | $ | 109,504 | ||||||||
Operating income | $ | 16,529 | $ | 6,475 | $ | 11,580 | $ | 18,829 | ||||||||
Net income | $ | 16,617 | $ | 14,728 | $ | 11,253 | $ | 16,731 | ||||||||
Net income attributable to partners | $ | 17,124 | $ | 15,286 | $ | 11,444 | $ | 26,827 | ||||||||
Net income allocable to limited partners | $ | 12,518 | $ | 15,771 | $ | 11,143 | $ | 22,342 | ||||||||
Basic net income per limited partner unit | $ | 0.31 | $ | 0.39 | $ | 0.24 | $ | 0.46 | ||||||||
Diluted net income per limited partner unit | $ | 0.3 | $ | 0.38 | $ | 0.23 | $ | 0.45 | ||||||||
TEP | ||||||||||||||||
Quarter Ended 2013 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||
Total revenues | $ | 65,688 | $ | 69,347 | $ | 68,718 | $ | 86,773 | ||||||||
Operating income | $ | 8,917 | $ | 6,592 | $ | 5,401 | $ | 13,089 | ||||||||
Net income (loss) | $ | 3,709 | $ | (13,984 | ) | $ | 5,095 | $ | 12,804 | |||||||
Net income (loss) attributable to partners | $ | 4,215 | $ | (13,479 | ) | $ | 5,600 | $ | 13,411 | |||||||
Net income allocable to limited partners | $ | — | (1) | $ | (13,365 | ) | (2) | $ | 6,866 | $ | 13,490 | |||||
Basic net income per limited partner unit | $ | — | (1) | $ | (0.33 | ) | (2) | $ | 0.17 | $ | 0.33 | |||||
Diluted net income per limited partner unit | $ | — | (1) | $ | (0.33 | ) | (2) | $ | 0.17 | $ | 0.33 | |||||
(1) | No income was allocated to the limited partners until after the effective date of the IPO on May 17, 2013. | |||||||||||||||
(2) | The second quarter of 2013 represented a prorated amount of net income allocated to the limited partners, based upon the number of days between the closing of the IPO on May 17, 2013 to June 30, 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | GP Holdings Registration Statement |
On January 28, 2015, Tallgrass GP Holdings, LLC ("GP Holdings"), a privately held limited liability company that currently owns the general partners of TD and TEP, announced that it intends to file a registration statement with the SEC for an initial public offering of equity interests in a newly formed entity that is expected to own, directly or indirectly, all of TEP’s incentive distribution rights, TEP’s general partner interest, and a certain number of common units representing limited partner interests in TEP. | |
Conversion of Subordinated Units | |
The 16,200,000 subordinated units outstanding at December 31, 2014 were converted to common units on February 17, 2015 upon payment of the fourth quarter 2014 distribution on February 13, 2015. For additional information, see Note 11 – Partnership Equity and Distributions. | |
Potential Acquisition | |
On January 8, 2015, TEP announced that TD offered TEP the right to purchase an additional 33.3% membership interest in Pony Express pursuant to the right of first offer in the Omnibus Agreement executed between TEP and TD in connection with TEP's initial public offering in May 2013. If consummated, this transaction would increase TEP’s membership interest in Pony Express to 66.7%. Terms of the offer have not been finalized. A Conflicts Committee of the board of directors of our general partner, consisting solely of independent directors, has been formed to evaluate the offer with assistance from external advisors to be engaged by the Conflicts Committee. No definitive transaction agreement has been executed at this time and the proposed transaction remains subject to review, negotiations and approval by the Conflicts Committee and by the board of directors of TEP’s general partner. In conjunction with the proposed transaction, the parties made required filings under the Hart-Scott-Rodino Antitrust Improvements Act and the waiting period for consummating the transaction has terminated. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
The accompanying financial statements and related notes were prepared in accordance with the generally accepted accounting principles contained in the Financial Accounting Standards Board’s Accounting Standards Codification ("GAAP"). In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Certain prior period amounts have been reclassified to conform to the current presentation. | ||
The accompanying combined financial statements for TEP Pre-Predecessor for the period from January 1, 2012 to November 12, 2012, are presented on a "held in use" basis. The accompanying consolidated financial statements of TEP include historical cost-basis accounts of the assets of TEP Predecessor, contributed to 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. | ||
Consolidation | 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 subsequent to November 13, 2012. | |
The combined financial statements of the Predecessor Entities include legal entities, as detailed above, that are indirect wholly-owned subsidiaries of the Predecessor Entities. As the combined financial statements reflect TEP Predecessor and TEP Pre-Predecessor as single entities, significant intra-entity items have been eliminated in the presentation. | ||
Net equity distributions of the TEP Predecessor and the Predecessor Entities included in the Consolidated Statements of Cash Flows represent transfers of cash as a result of TD and TEP Pre-Predecessor Parent’s centralized cash management systems prior to May 17, 2013, 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. | ||
Net income or loss from consolidated subsidiaries that are not wholly-owned by TEP is attributed to TEP and noncontrolling interests. This is done in accordance with substantive profit sharing arrangements, which generally follow the allocation of cash distributions and may not follow the respective ownership percentages held by TEP. Concurrent with TEP's acquisition of a 33.3% membership interest in Pony Express, TEP, TD, and Pony Express entered into the Second Amended and Restated Limited Liability Agreement of Tallgrass Pony Express Pipeline, LLC ("the Pony Express LLC Agreement"). The Pony Express LLC Agreement provides that the net income or loss of Pony Express be allocated, to the extent possible, consistent with the allocation of Pony Express cash distributions. The Pony Express LLC Agreement provides TEP a minimum quarterly preference payment of $16.65 million through the quarter ending September 30, 2015. For periods beginning after September 30, 2015 distributions and net income or loss from Pony Express will be attributed to TEP and noncontrolling interests in accordance with the respective ownership interests. | ||
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 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. | ||
TEP's financial results as presented on the consolidated statements of income (loss), comprehensive income and cash flows have been separated from TEP Pre-Predecessor's combined financial results by a bold vertical black line. | ||
Use of Estimates | Use of Estimates | |
Certain amounts included in or affecting these consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on TEP’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. | ||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | |
TEP and the TEP Pre-Predecessor consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | ||
Prior to November 12, 2012, the TEP Pre-Predecessor Parent employed a centralized cash management system that was utilized for its wholly-owned subsidiaries. Subsequent to November 13, 2012, TIGT and TMID entered into similar cash management agreements with TD. In accordance with the cash management agreements, the subsidiary companies make loans on each business day equal to the amount swept from their depository bank accounts. At the beginning of the following month, the total of these loans for each company, less reimbursement payments under the agency agreements described below in Note 5 - Related Party Transactions, is transferred to an interest bearing account and are subsequently, periodically recorded as equity distributions. This practice was discontinued effective May 17, 2013, when TIGT and TMID were contributed to TEP. Subsequent to May 17, 2013, all payable and receivable balances between TEP and TD are cash settled with the exception of certain balances payable from Pony Express to TD, which have been settled against the receivable from TD via the Pony Express cash management agreement. | ||
Net equity distributions of 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. | ||
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts | |
Accounts receivable are carried at their estimated collectible amounts. TEP and TEP Pre-Predecessor make periodic reviews and evaluations of the appropriateness of the allowance for doubtful accounts based on a historical analysis of uncollected amounts, and adjustments are recorded as necessary for changed circumstances and customer-specific information. When specific receivables are determined to be uncollectible, the reserve and receivable are relieved. Our allowance for doubtful accounts totaled $0.5 million and $0.8 million at December 31, 2014 and 2013, respectively. | ||
Inventory, Policy [Policy Text Block] | Inventories | |
Inventories primarily consist of gas in underground storage, materials and supplies, natural gas liquids and crude oil. Natural gas liquids and gas in underground storage, sometimes referred to as working gas, are recorded at the lower of historical cost or market using the average cost method. As discussed further under "Revenue Recognition" below, a loss allowance is factored into the crude oil tariffs to offset losses in transit. As crude oil is transported, TEP earns oil for its services as pipeline allowance oil, which it can then sell. As pipeline allowance oil is accumulated, it is recorded as inventory at the lower of historical cost or market using the average cost method. Materials and supplies are valued at weighted average cost and periodically reviewed for physical deterioration and obsolescence. For additional information, see "Gas in Underground Storage" below. | ||
Accounting for Regulatory Activities [Policy Text Block] | Accounting for Regulatory Activities | |
Regulated activities are accounted for in accordance with the "Regulated Operations" Topic of the Codification. This Topic prescribes the circumstances in which the application of GAAP is affected by the economic effects of regulation. Regulatory assets and liabilities represent probable future revenues or expenses to TEP and TEP Pre-Predecessor associated with certain charges and credits that will be recovered from or refunded to customers through the ratemaking process. TEP had recorded regulatory assets of approximately $1.4 million and $1.3 million included in "Deferred charges and other assets" in the Consolidated Balance Sheets at December 31, 2014 and 2013, respectively. Regulatory assets at December 31, 2014 and 2013 were primarily attributable to costs associated with Trailblazer’s 2013 Rate Case Filing as more fully described in Note 16 – Regulatory Matters and costs associated with the Predecessor Entities’ participation in the TEP Pre-Predecessor entity’s postemployment benefit plans. | ||
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment | |
Property, plant and equipment was adjusted to fair value on November 13, 2012, the date the acquisition of TIGT, TMID and Trailblazer by TD was completed. For additional information see Note 4 - Acquisitions. | ||
Property, plant and equipment is stated at historical cost, which for constructed plants includes indirect costs such as payroll taxes, other employee benefits, allowance for funds used during construction for regulated assets and other costs directly related to the projects. Expenditures that increase capacities, improve efficiencies or extend useful lives are capitalized and depreciated over the remaining useful life of the asset or major asset component. We also capitalize certain costs directly related to the construction of assets, including internal labor costs, interest and engineering costs. | ||
Routine maintenance, repairs and renewal costs are expensed as incurred. The cost of normal retirements of the regulated depreciable utility property, plant and equipment, plus the cost of removal less salvage value and any gain or loss recognized, is recorded in accumulated depreciation with no effect on current period earnings. Gains or losses are recognized upon retirement of non-regulated or regulated property, plant and equipment constituting an operating unit or system, and land, when sold or abandoned and costs of removal or salvage are expensed when incurred. | ||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets | |
TEP accounts 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 ("the 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. | ||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets | |
TEP and TEP Pre-Predecessor review their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss results when the estimated undiscounted future net cash flows expected to result from the asset’s use and its eventual disposition are less than its carrying amount. TEP and TEP Pre-Predecessor assess their long-lived assets for impairment in accordance with the relevant Codification guidance. A long-lived asset is tested for impairment whenever events or changes in circumstances indicate its carrying amount may exceed its fair value. | ||
Examples of long-lived asset impairment indicators include: | ||
• | a significant decrease in the market value of a long-lived asset or group; | |
• | a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; | |
• | a significant adverse change in legal factors or in the business climate could affect the value of long-lived asset or asset group, including an adverse action or assessment by a regulator which would exclude allowable costs from the rate-making process; | |
• | an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the long-lived asset or asset group; | |
• | a current period operating cash flow loss combined with a history of operating cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; and | |
• | a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. | |
When an impairment indicator is present, TEP and TEP Pre-Predecessors first assess the recoverability of the long-lived assets by comparing the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset to the carrying amount of the asset. If the carrying amount is higher than the undiscounted future cash flows, the fair value of the assets is assessed using a discounted cash flow analysis and used to determine the amount of impairment, if any, to be recognized. | ||
Oil and Gas Properties Policy [Policy Text Block] | Gas in Underground Storage | |
Gas in underground storage represents the cost of base gas, which refers to the volumes necessary to maintain pressure and deliverability requirements in TEP and TEP Pre-Predecessors’ storage facilities. TEP and TEP Pre-Predecessor record base gas as a component of property, plant and equipment. | ||
TEP maintains working gas in its underground storage facilities on behalf of certain third parties. TEP receives a fee for its storage services but does not reflect the value of third party gas in the accompanying consolidated financial statements. TEP occasionally acquires volumes of working gas for its own account. These volumes of working gas are recorded as natural gas inventory at the lower of cost or market. Prior to November 12, 2012, TEP Pre-Predecessor recorded these volumes of working gas at historical cost as a component of property, plant and equipment. | ||
Depreciation, Depletion, and Amortization [Policy Text Block] | Depreciation and Amortization - Regulated Assets | |
TEP Pre-Predecessor computed depreciation using a composite method employed by applying a single depreciation rate to a group of assets with similar economic characteristics. This composite method of depreciation approximates a straight-line method of depreciation. TEP has elected to continue to use the composite depreciation method for its regulated assets at TIGT and Trailblazer. The annualized rate of depreciation ranges from 1.55% to 20.00% for the various classes of depreciable, regulated assets. | ||
Depreciation and Amortization - Non-regulated Assets | ||
For non-regulated assets, TEP has elected to use the straight-line method of depreciation. The useful lives for the various classes of non-regulated depreciable assets are as follows: | ||
Range of Useful Lives | ||
(in years) | ||
Crude oil pipelines | 35 | |
Processing & Treating | 30 | |
Natural gas pipelines (1) | 10 | |
General & Other | 3-13 1/3 | |
(1) | Includes the Replacement Gas Facilities as discussed in Note 5 - Related Party Transactions and Note 16 - Regulatory Matters. | |
Gas Balancing, Policy [Policy Text Block] | Gas Imbalances | |
Gas imbalances receivable and payable represent the difference between customer nominations and actual gas receipts from and gas deliveries to interconnecting pipelines under various operational balancing and imbalance agreements. Gas imbalances are either made up in-kind or settled in cash, subject to the terms and valuations of the various agreements. Imbalances are valued at the Average Monthly Index Price ("AMIP") of the Colorado Interstate Gas Index ("CIG") and Panhandle Eastern Pipeline Gas Index ("PEPL"). | ||
Deferred Charges, Policy [Policy Text Block] | Deferred Financing Costs | |
Costs incurred in connection with the issuance of long-term debt are deferred and amortized over the related financing period using the effective interest method. | ||
Deferred financing costs were allocated from TD to TEP on November 13, 2012 as discussed in Note 4 - Acquisitions. Deferred financing costs allocated from TD were amortized over the related financing period using the effective interest method and subsequently written off as a loss on extinguishment of debt upon repayment of the long-term debt allocated from TD on May 17, 2013. See Note 10 - Long-term Debt for additional information. | ||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill | |
As discussed in Note 4 - Acquisitions, we recorded goodwill in connection with the acquisition of TIGT, Trailblazer and TMID in 2012 and the acquisition of Water Solutions in 2014. 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 magnitude of the excess of the fair value over the 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. See Note 8 - Goodwill and Other Intangible Assets for additional information. | ||
Investment, Policy [Policy Text Block] | Investment in Unconsolidated Affiliates | |
We use the equity method to account for investments in greater than 20% owned affiliates that are not variable interest entities and where we do not have the ability to exercise control, and for investments in less than 20% owned affiliates where we have the ability to exercise significant influence. | ||
We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value, we compare the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. We assess the fair value of our investments in unconsolidated affiliates using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. The difference between the carrying amount of the unconsolidated affiliates and their estimated fair value is recognized as an impairment loss when the loss in value is deemed to be other-than-temporary. | ||
TEP’s investment in Grasslands Water Services I, LLC ("GWSI"), which owns a water transportation pipeline, was initially recorded under the equity method of accounting as TEP had the ability to exercise significant influence, but not control, over this investment. As of December 31, 2013, the carrying amount of TEP’s investment in GWSI of $1.3 million consisted of cash contributions made during the year ended December 31, 2013 and was reported within the line item "Deferred charges and other assets" on the consolidated balance sheet. There was $0.7 million equity in earnings recognized for the year ended December 31, 2014. There was no equity in earnings recognized for the year ended December 31, 2013. As discussed in Note 4 - Acquisitions, during the year ended December 31, 2014, TEP acquired a controlling interest in GWSI, which was subsequently renamed BNN Redtail, LLC ("Redtail"), and consolidated its investment in Redtail as of May 13, 2014 accordingly. | ||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | |
TEP and TEP Pre-Predecessor recognize revenues as services are rendered or goods are sold to a purchaser at a fixed and determinable price, delivery has occurred, title has transferred and collectability is reasonably assured. TEP and TEP Pre-Predecessor provide various types of natural gas storage and transportation services and crude oil transportation services to their customers in which the commodity remains the property of these customers at all times. | ||
Natural gas liquids sales occur in the Processing & Logistics segment and consist of the sale of outputs from our processing plants and the marketing of natural gas liquids that are delivered by our suppliers under either fee-based arrangements or percent-of-proceeds arrangements. Under these arrangements, we treat and process the natural gas delivered by our suppliers, and then sell the resulting NGLs and condensate based on published index market prices. We remit to the producers an agreed-upon percentage of the actual proceeds that we receive from our sales of the NGLs and condensate. We keep the difference between the proceeds received and the amount remitted back to the producer. We generally report revenues gross in the consolidated statements of income, as we typically act as the principal in these transactions, take custody to the product, and incur the risks and rewards of ownership. Processing and other revenues primarily represent processing fees for processing, treating and fractionation of natural gas earned under fee-based arrangements and revenue from water services earned in the Processing & Logistics segment. | ||
Natural gas sales occur in both the Natural Gas Transportation & Logistics segment and in the Processing & Logistics segment. In the Natural Gas Transportation & Logistics segment, transportation services revenue is recognized when a portion of the natural gas transported by customers is collected as a contractual fee to compensate TEP and TEP Pre-Predecessor for fuel consumed by pipeline and storage operations. We take title and record revenue at market prices when the volumes included in the contractual fee are delivered from the customer and injected into our storage facility. When the excess volumes are eventually sold we record natural gas sales revenue at the contractual sales price and cost of sales and transportation services at average cost. In addition, when operational conditions allow, TEP and TEP Pre-Predecessor occasionally sell "base gas," which refers to the minimum volume of natural gas required in order to operate the storage facility. In the Processing & Logistics segment, we purchase natural gas primarily for use in our operations and for meeting contractual requirements to deliver natural gas to certain customers. In addition, some of our contractual arrangements allow us to keep a portion of the processed natural gas as compensation for processing services. We generate revenue by selling the volumes of natural gas received or purchased that exceed our business needs. | ||
Natural gas transportation services occur in the Natural Gas Transportation & Logistics segment. In many cases (generally described as "firm service"), the customer pays a two-part rate that includes (i) a fee reserving the right to transport or store natural gas in TEP and TEP Pre-Predecessors’ facilities and (ii) a per-unit rate for volumes actually transported or injected into/withdrawn from storage. The fee-based component of the overall rate is recognized as revenue in the period the service is provided. The per-unit charge is recognized as revenue when the volumes are delivered to the customers’ agreed upon delivery point, or when the volumes are injected into/withdrawn from TEP and TEP Pre-Predecessors’ storage facilities. In other cases (generally described as "interruptible service"), there is no fee associated with the services because the customer accepts the possibility that service may be interrupted at TEP and TEP Pre-Predecessors’ discretion in order to serve customers who have purchased firm service. In the case of interruptible service, revenue is recognized in the same manner utilized for the per-unit rate for volumes actually transported under firm service agreements. In addition to "firm" and "interruptible" transportation services, TEP and TEP Pre-Predecessor also provide natural gas park and loan services to assist customers in managing short-term gas surpluses or deficits. Revenues are recognized as services are provided, based on the terms negotiated under these contracts. | ||
Crude oil transportation services occur in the Crude Oil Transportation & Logistics segment. TEP provides various types of crude oil transportation services to its customers and, other than pipeline allowance oil, does not take title to the crude oil and does not incur the risks and rewards of ownership. In many cases the customer has committed to ship a fixed quantity of oil barrels per month. For barrels physically received by TEP and delivered to the customers’ agreed upon destination point, revenue is recognized in the period the service is provided. Shipper deficiencies, or barrels committed by the customer to be transported in a month but not physically received by TEP for transport or delivered to the customers’ agreed upon destination point are charged at the committed tariff rate per barrel and recorded as a deferred liability until the barrels are physically transported and delivered by TEP. In the case of non-committed shippers, revenue is recognized in the same manner utilized for the barrels physically transported and delivered. A loss allowance is factored into the crude oil tariffs to offset losses in transit. As crude oil is transported, TEP earns oil for its services as pipeline allowance oil. Any pipeline allowance oil that remains after replacing losses in transit can be sold. We take title and record revenue at market prices when the volumes included in the pipeline loss allowance are delivered from the customer. When pipeline loss allowance oil is eventually sold we record revenue at the contractual sales price and cost of sales and transportation services at average cost as discussed in "Inventories" above. There were no sales of pipeline allowance oil during the year ended December 31, 2014. | ||
Commitments and Contingencies, Policy [Policy Text Block] | Commitments and Contingencies | |
We recognize liabilities for other commitments and contingencies when, after fully analyzing the available information, we determine it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount, or if no amount is more likely than another, we accrue the minimum of the range of probable loss. | ||
Environmental Costs, Policy [Policy Text Block] | Environmental Costs | |
TEP and TEP Pre-Predecessor expense or capitalize, as appropriate, environmental expenditures that relate to current operations. TEP and TEP Pre-Predecessors’ expense amounts that relate to an existing condition caused by past operations that do not contribute to current or future revenue generation. TEP and TEP Pre-Predecessor do not discount environmental liabilities to a net present value, and record environmental liabilities when environmental assessments and/or remedial efforts are probable and costs can be reasonably estimated. Recording of these accruals coincides with the completion of a feasibility study or a commitment to a formal plan of action. Estimates of environmental liabilities are based on currently available facts and presently enacted laws and regulations taking into consideration the likely effects of other factors including our prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual cost or new information. | ||
Fair Value Measurement, Policy [Policy Text Block] | Fair Value | |
Fair value, as defined in the Codification, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, or exit price. TEP and TEP Pre-Predecessor apply the fair value measurement guidance to financial assets and liabilities in determining the fair value of derivative assets and liabilities, and to nonfinancial assets and liabilities upon the acquisition of a business or in conjunction with the measurement of an impairment loss on an asset group or goodwill under the accounting guidance for the impairment of long-lived assets or goodwill. | ||
The fair value measurement accounting guidance requires that TEP and TEP Pre-Predecessor make assumptions that market participants would use in pricing an asset or liability based on the best information available. These factors include nonperformance risk (the risk that the obligation will not be fulfilled) and credit risk of the reporting entity (for liabilities) and of the counterparty (for assets). The fair value measurement guidance prohibits the inclusion of transaction costs and any adjustments for blockage factors in determining the instruments’ fair value. The principal or most advantageous market should be considered from the perspective of the reporting entity. | ||
Fair value, where available, is based on observable market prices. Where observable market prices or inputs are not available, different valuation models and techniques are applied. These models and techniques attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. The process involves varying levels of management judgment, the degree of which is dependent on the price transparency of the instruments or market and the instruments’ complexity. | ||
To increase consistency and enhance disclosure of fair value, the Codification creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. An asset or liability’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: | ||
• | Level 1 Inputs-quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; | |
• | Level 2 Inputs-inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and | |
• | Level 3 Inputs-unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). | |
Any transfers between levels within the fair value hierarchy are recognized at the end of the reporting period. | ||
For information regarding financial instruments measured at fair value on a recurring basis, see Note 9 - Risk Management. For information regarding the fair value of financial instruments not measured at fair value in the Consolidated Balance Sheets, see Note 10 - Long-term Debt. | ||
Derivatives, Policy [Policy Text Block] | Risk Management Activities | |
TEP and TEP Pre-Predecessor utilize energy derivatives for the purpose of mitigating its risk resulting from fluctuations in the market price of natural gas. TEP and TEP Pre-Predecessor record derivative contracts at their estimated fair values as of each reporting date. TEP Pre-Predecessor designated certain derivative instruments as qualifying hedges. TEP has elected not to apply hedge accounting for these derivative instruments. For more information on TEP and TEP Pre-Predecessors’ risk management activities, see Note 9 - Risk Management. | ||
Compensation Related Costs, Policy [Policy Text Block] | Equity-Based Compensation | |
Equity-based compensation grants are measured at their grant date fair value and related compensation cost is recognized over the vesting period of the grant. Compensation cost for awards with graded vesting provisions is recognized on a straight-line basis over the requisite service period of each separately vesting portion of the award. As discussed in Note 15 - Equity-Based Compensation, a portion of the expense recognized relating to equity-based compensation grants is charged to TD. | ||
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 a lateral pipeline on the Pony Express System located in Northeast Colorado 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 and TEP Pre-Predecessor and the tax effects of TEP and TEP Pre-Predecessors' activities accrue to their parents. TEP Pre-Predecessor historically incurred Texas Margin Taxes because it was part of an affiliated group that generated sales in the State of Texas. | ||
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. | ||
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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Summary of Significant Accounting Policies Text Block [Abstract] | ||
ScheduleOfEstimatedUsefulLife [Table Text Block] | The useful lives for the various classes of non-regulated depreciable assets are as follows: | |
Range of Useful Lives | ||
(in years) | ||
Crude oil pipelines | 35 | |
Processing & Treating | 30 | |
Natural gas pipelines (1) | 10 | |
General & Other | 3-13 1/3 | |
(1) | Includes the Replacement Gas Facilities as discussed in Note 5 - Related Party Transactions and Note 16 - Regulatory Matters. |
Variable_Interest_Entity_Table
Variable Interest Entity (Tables) | 12 Months Ended | |||||||
Dec. 31, 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 consolidated balance sheet at December 31, 2014 and December 31, 2013 are as follows: | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Current assets | $ | 93,019 | $ | — | ||||
Noncurrent assets | 1,300,816 | 566,156 | ||||||
Total assets | $ | 1,393,835 | $ | 566,156 | ||||
Current liabilities | $ | 52,547 | $ | 89,247 | ||||
Total liabilities | $ | 52,547 | $ | 89,247 | ||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
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 December 31, 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 | ||||||||||||||||||||||||||||||
Deferred financing costs | 4,512 | — | — | 4,512 | ||||||||||||||||||||||||||||||
Deferred charges and other assets | 11,554 | 1,000 | 4,563 | 17,117 | ||||||||||||||||||||||||||||||
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 liabilities | 4,556 | 959 | 35 | 5,550 | ||||||||||||||||||||||||||||||
Deferred revenue | 538 | — | — | 538 | ||||||||||||||||||||||||||||||
Other current liabilities | 9,683 | 1,012 | — | 10,695 | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Equity: | ||||||||||||||||||||||||||||||||||
Net Equity | 743,941 | 88,251 | 476,909 | 1,309,101 | ||||||||||||||||||||||||||||||
Total Equity | 743,941 | 88,251 | 476,909 | 1,309,101 | ||||||||||||||||||||||||||||||
Total Liabilities and 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 consolidated statements of income for the year ended December 31, 2014, the year ended December 31, 2013, and the period from November 13 to December 31, 2012. The following tables present the previously reported consolidated statements of income for the year ended December 31, 2013 and the period from November 13 to December 31, 2012, adjusted for the acquisitions of Trailblazer and Pony Express: | |||||||||||||||||||||||||||||||||
Period from November 13, 2012 to December 31, 2012 | ||||||||||||||||||||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | Year Ended December 31, 2013 | ||||||||||||||||||||||||||||||
(in thousands) | TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||||||||||||||||||
Revenues: | (in thousands) | |||||||||||||||||||||||||||||||||
Natural gas liquids sales | $ | 18,554 | $ | — | $ | — | $ | 18,554 | Revenues: | |||||||||||||||||||||||||
Natural gas liquids sales | $ | 146,313 | $ | — | $ | — | $ | 146,313 | ||||||||||||||||||||||||||
Natural gas sales | 1,910 | 416 | — | 2,326 | ||||||||||||||||||||||||||||||
Natural gas sales | 7,969 | 1,418 | — | 9,387 | ||||||||||||||||||||||||||||||
Transportation services | 13,102 | 2,868 | — | 15,970 | ||||||||||||||||||||||||||||||
Transportation services | 98,625 | 21,400 | — | 120,025 | ||||||||||||||||||||||||||||||
Processing and other revenues | 1,722 | — | — | 1,722 | ||||||||||||||||||||||||||||||
Processing and other revenues | 14,801 | — | — | 14,801 | ||||||||||||||||||||||||||||||
Total Revenues | 35,288 | 3,284 | — | 38,572 | ||||||||||||||||||||||||||||||
Total Revenues | 267,708 | 22,818 | — | 290,526 | ||||||||||||||||||||||||||||||
Operating Costs and Expenses: | ||||||||||||||||||||||||||||||||||
Cost of sales and transportation services | 18,298 | 752 | — | 19,050 | Operating Costs and Expenses: | |||||||||||||||||||||||||||||
Operations and maintenance | 3,353 | 568 | — | 3,921 | Cost of sales and transportation services | 137,285 | 8,869 | — | 146,154 | |||||||||||||||||||||||||
Depreciation and amortization | 4,086 | 985 | 378 | 5,449 | Operations and maintenance | 31,945 | 3,459 | — | 35,404 | |||||||||||||||||||||||||
General and administrative | 7,133 | 1,673 | — | 8,806 | Depreciation and amortization | 29,549 | 7,340 | 3,028 | 39,917 | |||||||||||||||||||||||||
Taxes, other than income taxes | 1,107 | 170 | — | 1,277 | General and administrative | 21,894 | 5,629 | 128 | 27,651 | |||||||||||||||||||||||||
Total Operating Costs and Expenses | 33,977 | 4,148 | 378 | 38,503 | Taxes, other than income taxes | 6,325 | 1,076 | — | 7,401 | |||||||||||||||||||||||||
Operating Income (Loss) | 1,311 | (864 | ) | (378 | ) | 69 | Total Operating Costs and Expenses | 226,998 | 26,373 | 3,156 | 256,527 | |||||||||||||||||||||||
Other (Expense) Income: | Operating Income (Loss) | 40,710 | (3,555 | ) | (3,156 | ) | 33,999 | |||||||||||||||||||||||||||
Interest (expense) income, net | (3,201 | ) | 22 | — | (3,179 | ) | ||||||||||||||||||||||||||||
Other (Expense) Income: | ||||||||||||||||||||||||||||||||||
Other income, net | 482 | 10 | — | 492 | ||||||||||||||||||||||||||||||
Interest (expense) income, net | (11,141 | ) | 115 | (28 | ) | (11,054 | ) | |||||||||||||||||||||||||||
Total Other (Expense) Income | (2,719 | ) | 32 | — | (2,687 | ) | ||||||||||||||||||||||||||||
Loss on extinguishment of debt | (17,526 | ) | — | — | (17,526 | ) | ||||||||||||||||||||||||||||
Net Income (Loss) | (1,408 | ) | (832 | ) | (378 | ) | (2,618 | ) | ||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests | — | — | 252 | 252 | Other income, net | 2,136 | 69 | — | 2,205 | |||||||||||||||||||||||||
Net Income (Loss) attributable to partners | $ | (1,408 | ) | $ | (832 | ) | $ | (126 | ) | $ | (2,366 | ) | Total Other (Expense) Income | (26,531 | ) | 184 | (28 | ) | (26,375 | ) | ||||||||||||||
Net Income (Loss) | 14,179 | (3,371 | ) | (3,184 | ) | 7,624 | ||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests | — | — | 2,123 | 2,123 | ||||||||||||||||||||||||||||||
Net Income (Loss) attributable to partners | $ | 14,179 | $ | (3,371 | ) | $ | (1,061 | ) | $ | 9,747 | ||||||||||||||||||||||||
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) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||
Schedule of Transactions with Affiliated Companies | Totals of transactions with affiliated companies are as follows: | ||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
Cost of sales and transportation services | $ | — | $ | — | $ | — | $ | 155 | |||||||||
Charges to TEP and TEP Pre-Predecessor: (1) | |||||||||||||||||
Property, plant and equipment, net | $ | 17,936 | $ | 7,604 | $ | 193 | $ | 1,052 | |||||||||
Other deferred charges | $ | 27 | $ | 799 | $ | 56 | $ | 130 | |||||||||
Operation and maintenance | $ | 18,783 | $ | 18,439 | $ | 2,933 | $ | 12,874 | |||||||||
General and administrative (2) | $ | 23,475 | $ | 20,140 | $ | 6,888 | $ | 7,960 | |||||||||
Property, plant and equipment sales to: | |||||||||||||||||
Kinder Morgan Energy Partners, LP | $ | — | $ | — | $ | — | $ | 1,948 | |||||||||
(1) | Charges to TEP and TEP Pre-Predecessor include directly charged wages and salaries, other compensation and benefits, and shared services. | ||||||||||||||||
(2) | During the years ended December 31, 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 from related party" and "Accounts payable to related parties" in the Consolidated Balance Sheets are as follows: | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Receivable from related party: | |||||||||||||||||
Tallgrass Operations, LLC | $ | 73,393 | $ | — | |||||||||||||
Total receivable from related party | $ | 73,393 | $ | — | |||||||||||||
Accounts payable to related parties: | |||||||||||||||||
Tallgrass Operations, LLC | $ | 3,894 | $ | 7,106 | |||||||||||||
Rockies Express Pipeline LLC | 21 | 31 | |||||||||||||||
Total accounts payable to related parties | $ | 3,915 | $ | 7,137 | |||||||||||||
Schedule of Balances of Gas Imbalance with Affiliated Shippers | Balances of gas imbalances with affiliated shippers are as follows: | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Affiliate gas balance receivables | $ | 275 | $ | 137 | |||||||||||||
Affiliate gas balance payables | $ | 455 | $ | 122 | |||||||||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Components of Inventory | The components of inventory at December 31, 2014 and December 31, 2013 consisted of the following: | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Gas in underground storage | $ | 8,896 | $ | 2,403 | ||||
Materials and supplies | 3,049 | 2,137 | ||||||
Crude oil | 581 | — | ||||||
Natural gas liquids | 519 | 1,009 | ||||||
Total inventory | $ | 13,045 | $ | 5,549 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 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: | |||||||
31-Dec-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Crude oil pipelines | $ | 939,536 | $ | — | ||||
Natural gas pipelines | 548,482 | 397,287 | ||||||
Processing and treating assets | 241,671 | 209,329 | ||||||
General and other | 42,719 | 26,076 | ||||||
Construction work in progress | 139,873 | 506,378 | ||||||
Accumulated depreciation and amortization | (59,200 | ) | (22,264 | ) | ||||
Total property, plant and equipment, net | $ | 1,853,081 | $ | 1,116,806 | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2014, future minimum rental income under non-cancelable operating leases as the lessor were as follows (in thousands): | |||||||
Year | Total | |||||||
2015 | $ | 828 | ||||||
2016 | 772 | |||||||
2017 | 787 | |||||||
2018 | 802 | |||||||
2019 | 817 | |||||||
Thereafter | 205 | |||||||
Total | $ | 4,211 | ||||||
At December 31, 2014, future minimum rental commitments under major, non-cancelable operating leases were as follows (in thousands): | ||||||||
Year | Total | |||||||
2015 | $ | 24,540 | ||||||
2016 | 27,784 | |||||||
2017 | 28,269 | |||||||
2018 | 28,694 | |||||||
2019 | 29,225 | |||||||
Thereafter | 506,833 | |||||||
Total | $ | 645,345 | ||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of Goodwill | The following table presents a reconciliation of the carrying amount of goodwill by reportable segment for the reporting period: | |||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 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 | $ | 255,558 | $ | 79,157 | $ | 334,715 | ||||||||||||
Goodwill acquired | — | 8,573 | (1) | 8,573 | — | — | — | |||||||||||||||||
Balance at end of period | $ | 255,558 | $ | 87,730 | $ | 343,288 | $ | 255,558 | $ | 79,157 | $ | 334,715 | ||||||||||||
(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 | A summary of amortized intangible assets is as follows: | |||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Pony Express oil conversion use rights | $ | 105,973 | $ | 105,973 | ||||||||||||||||||||
Redtail customer contract | 8,200 | — | ||||||||||||||||||||||
Accumulated amortization | (9,635 | ) | (3,406 | ) | ||||||||||||||||||||
Intangible assets, net | $ | 104,538 | $ | 102,567 | ||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization for these intangible assets is as follows (in thousands): | |||||||||||||||||||||||
Year | Total | |||||||||||||||||||||||
2015 | $ | 8,026 | ||||||||||||||||||||||
2016 | 3,028 | |||||||||||||||||||||||
2017 | 3,028 | |||||||||||||||||||||||
2018 | 3,028 | |||||||||||||||||||||||
2019 | 3,028 | |||||||||||||||||||||||
Thereafter | 84,400 | |||||||||||||||||||||||
Total | $ | 104,538 | ||||||||||||||||||||||
Risk_Management_Tables
Risk Management (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 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 Consolidated Balance Sheets: | ||||||||||||||||||
Balance Sheet | 31-Dec-14 | 31-Dec-13 | |||||||||||||||||
Location | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Energy commodity derivative contracts | Current liabilities | $ | — | $ | 184 | ||||||||||||||
Derivative Contracts Included in Consolidated Statements of Income | |||||||||||||||||||
Amount of gain (loss) recognized in OCI on derivatives (effective portion) | |||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||||
Energy commodity derivative contracts | $ | — | $ | — | $ | — | $ | 1,024 | |||||||||||
Amount of gain (loss) reclassified from Accumulated OCI into income (effective portion) | |||||||||||||||||||
Location of | TEP | TEP Pre-Predecessor | |||||||||||||||||
gain (loss) reclassified from AOCI into income (effective portion) | Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | |||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | — | $ | — | $ | — | $ | 4,187 | ||||||||||
Amount of gain (loss) recognized in income on derivatives | |||||||||||||||||||
Location of | TEP | TEP Pre-Predecessor | |||||||||||||||||
gain (loss) recognized | |||||||||||||||||||
in income on derivatives | Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | |||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Derivatives not designated as hedging contracts: | |||||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | (410 | ) | $ | (548 | ) | $ | 416 | $ | — | ||||||||
Schedule of Energy Commodity Derivative Contracts Based on Fair Value Hierarchy Established by Codification | The following table summarizes the fair value measurements of TEP’s energy commodity derivative contracts as of 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 December 31, 2013 | |||||||||||||||||||
Energy commodity derivative contracts | $ | 184 | $ | — | $ | 184 | $ | — | |||||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 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 December 31, 2014 and December 31, 2013: | |||||||||||||||||||
31-Dec-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 | (559,000 | ) | (135,000 | ) | ||||||||||||||||
Less: Letters of credit issued under the revolving credit facility | — | (654 | ) | |||||||||||||||||
Available capacity under the revolving credit facility | $ | 291,000 | $ | 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 Consolidated Balance Sheets as of December 31, 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) | ||||||||||||||||||||
December 31, 2014 | $ | — | $ | 559,000 | $ | — | $ | 559,000 | $ | 559,000 | ||||||||||
December 31, 2013 | $ | — | $ | 135,000 | $ | — | $ | 135,000 | $ | 135,000 | ||||||||||
Partnership_Equity_and_Distrib1
Partnership Equity and Distributions (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||
Summary of Distributions | The following table shows the distributions for the years ended December 31, 2014 and 2013: | |||||||||||||||||||||||
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) | ||||||||||||||||||||||||
31-Dec-14 | February 13, 2015 | $ | 23,782 | $ | 4,039 | $ | 473 | $ | 28,294 | $ | 0.485 | |||||||||||||
30-Sep-14 | November 14, 2014 | 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 | (1) | |||||||||||||||||
31-Mar-13 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||
(1) | 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, 20 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2014, future minimum rental income under non-cancelable operating leases as the lessor were as follows (in thousands): | ||||
Year | Total | ||||
2015 | $ | 828 | |||
2016 | 772 | ||||
2017 | 787 | ||||
2018 | 802 | ||||
2019 | 817 | ||||
Thereafter | 205 | ||||
Total | $ | 4,211 | |||
At December 31, 2014, future minimum rental commitments under major, non-cancelable operating leases were as follows (in thousands): | |||||
Year | Total | ||||
2015 | $ | 24,540 | |||
2016 | 27,784 | ||||
2017 | 28,269 | ||||
2018 | 28,694 | ||||
2019 | 29,225 | ||||
Thereafter | 506,833 | ||||
Total | $ | 645,345 | |||
Net_Income_per_Limited_Partner1
Net Income per Limited Partner Unit (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 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 years ended December 31, 2014 and 2013: | |||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from January 1, 2013 to May 16, 2013 | Period from May 17, 2013 to December 31, 2013 | |||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||
Net income | $ | 59,329 | $ | 7,624 | $ | 5,049 | $ | 2,575 | ||||||||
Net loss attributable to noncontrolling interests | 11,352 | 2,123 | 761 | 1,362 | ||||||||||||
Net income attributable to partners | 70,681 | 9,747 | 5,810 | 3,937 | ||||||||||||
Predecessor operations interest in net (income) loss | (1,508 | ) | 4,432 | 1,172 | 3,260 | |||||||||||
General partner interest in net income | (7,399 | ) | (7,188 | ) | (6,982 | ) | (206 | ) | ||||||||
Net income available to common and subordinated unitholders | $ | 61,774 | $ | 6,991 | $ | — | $ | 6,991 | ||||||||
Basic net income per common and subordinated unit | $ | 1.39 | $ | 0.17 | $ | 0.17 | ||||||||||
Diluted net income per common and subordinated unit | $ | 1.36 | $ | 0.17 | $ | 0.17 | ||||||||||
Basic average number of common and subordinated units outstanding | 44,346 | 40,450 | 40,450 | |||||||||||||
Equity Participation Unit equivalent units | 1,048 | 1,008 | 1,008 | |||||||||||||
Diluted average number of common and subordinated units outstanding | 45,394 | 41,458 | 41,458 | |||||||||||||
Major_Customers_and_Concentrat1
Major Customers and Concentration of Credit Risk Major Customers and Concentration of Credit Risk (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Risks and Uncertainties [Abstract] | ||
Schedules of Concentration of Risk | For the year ended December 31, 2014, the percentage of segment revenues from the top ten non-affiliated customers for each segment was as follows: | |
Percentage of | ||
Segment Revenue | ||
Natural Gas Transportation & Logistics | 48% | |
Crude Oil Transportation & Logistics | 94% | |
Processing & Logistics | 92% |
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 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 years ended December 31, 2014 and 2013: | |||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | |||||||||||||
Equity Participation Units | Weighted Average | Equity Participation Units | Weighted Average | |||||||||||
Grant Date Fair Value | Grant Date Fair Value | |||||||||||||
Beginning of period | 1,474,250 | $ | 17.54 | — | $ | — | ||||||||
Granted | 147,500 | 30.23 | 1,515,000 | 17.54 | ||||||||||
Forfeited | (96,000 | ) | 17.83 | (40,750 | ) | (17.49 | ) | |||||||
End of period | 1,525,750 | $ | 18.75 | 1,474,250 | $ | 17.54 | ||||||||
Reporting_Segments_Tables
Reporting Segments (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
Summary of TEP's Segment Information of Revenue | The following tables set forth TEP’s segment information for the periods indicated: | ||||||||||||||||||||||||
TEP | |||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | ||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 140,080 | $ | (5,257 | ) | $ | 134,823 | $ | 127,877 | $ | (1,920 | ) | $ | 125,957 | |||||||||||
Crude Oil Transportation & Logistics | 28,343 | — | 28,343 | — | — | — | |||||||||||||||||||
Processing & Logistics | 208,390 | — | 208,390 | 164,569 | — | 164,569 | |||||||||||||||||||
Corporate and other | — | — | — | — | — | — | |||||||||||||||||||
Total revenue | $ | 376,813 | $ | (5,257 | ) | $ | 371,556 | $ | 292,446 | $ | (1,920 | ) | $ | 290,526 | |||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||
Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 16,696 | $ | (96 | ) | $ | 16,600 | $ | 104,002 | $ | (696 | ) | $ | 103,306 | |||||||||||
Crude Oil Transportation & Logistics | — | — | — | — | — | — | |||||||||||||||||||
Processing & Logistics | 21,972 | — | 21,972 | 116,986 | — | 116,986 | |||||||||||||||||||
Corporate and other | — | — | — | — | — | — | |||||||||||||||||||
Total revenue | $ | 38,668 | $ | (96 | ) | $ | 38,572 | $ | 220,988 | $ | (696 | ) | $ | 220,292 | |||||||||||
Summary of TEP's Segment Information of Earnings | |||||||||||||||||||||||||
TEP | |||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 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 | $ | 67,593 | $ | (4,015 | ) | $ | 63,578 | $ | 56,821 | $ | (1,920 | ) | $ | 54,901 | |||||||||||
Crude Oil Transportation & Logistics | 15,711 | — | 15,711 | (43 | ) | — | (43 | ) | |||||||||||||||||
Processing & Logistics | 33,089 | — | 33,089 | 23,192 | 1,920 | 25,112 | |||||||||||||||||||
Corporate and other | (2,500 | ) | — | (2,500 | ) | (1,580 | ) | — | (1,580 | ) | |||||||||||||||
Reconciliation to Net Income: | |||||||||||||||||||||||||
Interest expense, net | 7,648 | 11,035 | |||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 45,389 | 37,898 | |||||||||||||||||||||||
Loss on extinguishment of debt | — | 17,526 | |||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (184 | ) | 386 | ||||||||||||||||||||||
Non-cash compensation expense | 5,136 | 1,798 | |||||||||||||||||||||||
Distributions from unconsolidated investment | 1,464 | — | |||||||||||||||||||||||
Equity in earnings of unconsolidated investment | (717 | ) | — | ||||||||||||||||||||||
Non-cash loss allocated to noncontrolling interest | (10,151 | ) | — | ||||||||||||||||||||||
Gain on remeasurement of unconsolidated investment | (9,388 | ) | — | ||||||||||||||||||||||
Net income attributable to partners | $ | 70,681 | $ | 9,747 | |||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||
Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||||||||||||
Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | ||||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | ||||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 2,993 | $ | (96 | ) | $ | 2,897 | $ | 52,459 | $ | (696 | ) | $ | 51,763 | |||||||||||
Crude Oil Transportation & Logistics | — | — | — | — | — | — | |||||||||||||||||||
Processing & Logistics | 2,744 | 96 | 2,840 | 18,302 | 696 | 18,998 | |||||||||||||||||||
Corporate and other | — | — | — | — | — | — | |||||||||||||||||||
Reconciliation to Net Income: | |||||||||||||||||||||||||
Interest expense, net | 3,179 | (1,661 | ) | ||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 5,197 | 20,647 | |||||||||||||||||||||||
Texas Margin Taxes | — | 279 | |||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (273 | ) | — | ||||||||||||||||||||||
Net (loss) income attributable to partners | $ | (2,366 | ) | $ | 51,496 | ||||||||||||||||||||
Summary of TEP's Segment Information of Assets | |||||||||||||||||||||||||
TEP | TEP Pre-Predecessor | ||||||||||||||||||||||||
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Period from November 13 to December 31, 2012 | Period from January 1 to November 12, 2012 | ||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 20,580 | $ | 28,184 | $ | 9,205 | $ | 7,646 | |||||||||||||||||
Crude Oil Transportation & Logistics | 631,883 | 286,824 | — | — | |||||||||||||||||||||
Processing & Logistics | 13,187 | 31,012 | 3,493 | 11,894 | |||||||||||||||||||||
Corporate and other | — | — | — | — | |||||||||||||||||||||
Total capital expenditures | $ | 665,650 | $ | 346,020 | $ | 12,698 | $ | 19,540 | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 716,106 | $ | 734,145 | |||||||||||||||||||||
Crude Oil Transportation & Logistics | 1,394,793 | 566,156 | |||||||||||||||||||||||
Processing & Logistics | 340,620 | 326,599 | |||||||||||||||||||||||
Corporate and other | 5,678 | 4,513 | |||||||||||||||||||||||
Total assets | $ | 2,457,197 | $ | 1,631,413 | |||||||||||||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | The following tables summarize the unaudited quarterly statements operations for TEP for 2014 and 2013: | |||||||||||||||||||||||||||||||
TEP | ||||||||||||||||||||||||||||||||
TEP | Quarter Ended 2013 | |||||||||||||||||||||||||||||||
Quarter Ended 2014 | First | Second | Third | Fourth | ||||||||||||||||||||||||||||
First | Second | Third | Fourth | (in thousands, except per unit amounts) | ||||||||||||||||||||||||||||
(in thousands, except per unit amounts) | Total revenues | $ | 65,688 | $ | 69,347 | $ | 68,718 | $ | 86,773 | |||||||||||||||||||||||
Total revenues | $ | 94,779 | $ | 77,320 | $ | 89,953 | $ | 109,504 | ||||||||||||||||||||||||
Operating income | $ | 8,917 | $ | 6,592 | $ | 5,401 | $ | 13,089 | ||||||||||||||||||||||||
Operating income | $ | 16,529 | $ | 6,475 | $ | 11,580 | $ | 18,829 | ||||||||||||||||||||||||
Net income (loss) | $ | 3,709 | $ | (13,984 | ) | $ | 5,095 | $ | 12,804 | |||||||||||||||||||||||
Net income | $ | 16,617 | $ | 14,728 | $ | 11,253 | $ | 16,731 | ||||||||||||||||||||||||
Net income (loss) attributable to partners | $ | 4,215 | $ | (13,479 | ) | $ | 5,600 | $ | 13,411 | |||||||||||||||||||||||
Net income attributable to partners | $ | 17,124 | $ | 15,286 | $ | 11,444 | $ | 26,827 | ||||||||||||||||||||||||
Net income allocable to limited partners | $ | — | (1) | $ | (13,365 | ) | (2) | $ | 6,866 | $ | 13,490 | |||||||||||||||||||||
Net income allocable to limited partners | $ | 12,518 | $ | 15,771 | $ | 11,143 | $ | 22,342 | ||||||||||||||||||||||||
Basic net income per limited partner unit | $ | — | (1) | $ | (0.33 | ) | (2) | $ | 0.17 | $ | 0.33 | |||||||||||||||||||||
Basic net income per limited partner unit | $ | 0.31 | $ | 0.39 | $ | 0.24 | $ | 0.46 | ||||||||||||||||||||||||
Diluted net income per limited partner unit | $ | — | (1) | $ | (0.33 | ) | (2) | $ | 0.17 | $ | 0.33 | |||||||||||||||||||||
Diluted net income per limited partner unit | $ | 0.3 | $ | 0.38 | $ | 0.23 | $ | 0.45 | ||||||||||||||||||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Jul. 25, 2014 | Dec. 31, 2014 | Sep. 01, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | 17-May-13 | Aug. 06, 2012 | |
mi | ||||||||
Organization [Line Items] | ||||||||
Initial public offering of common units | 28,625 | 8,050,000 | 8,050,000 | |||||
General partner units issued | 834,391 | 834,391 | 7,860 | 826,531 | ||||
General partner interest in TEP | 1.70% | |||||||
Number of gas treatment plants | 1 | |||||||
Number of Gas Processing Plants | 2 | |||||||
Ownership Interests Held By Public [Member] | ||||||||
Organization [Line Items] | ||||||||
Unitholders units outstanding (in shares) | 22,678,625 | 22,678,625 | ||||||
Common Unitholder Percentage Ownership | 46.30% | |||||||
Aggregate outstanding common, subordinated and general partner units | 45.50% | 45.50% | ||||||
Ownership Interests Held By TD | ||||||||
Organization [Line Items] | ||||||||
Unitholders units outstanding (in shares) | 10,155,480 | 10,155,480 | 9,700,000 | |||||
Common Unitholder Percentage Ownership | 53.70% | |||||||
Aggregate outstanding common, subordinated and general partner units | 52.80% | 52.80% | ||||||
Subordinated unit | 16,200,000 | 16,200,000 | ||||||
Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | ||||||||
Organization [Line Items] | ||||||||
Gas transmission lines owned | 4,653 | 4,653 | 433 | |||||
Trailblazer | ||||||||
Organization [Line Items] | ||||||||
Gas transmission lines owned | 436 | 436 | ||||||
Pony Express Pipeline | ||||||||
Organization [Line Items] | ||||||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | 33.30% | |||||
Miles of crude oil pipeline | 698 | |||||||
Miles of Lateral Constructed | 66 | 66 | ||||||
Equity interest held by noncontrolling interests | 66.70% | 66.70% | ||||||
Tallgrass Development Lp | ||||||||
Organization [Line Items] | ||||||||
Equity interest held by noncontrolling interests | 66.70% | 66.70% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Accounting Policies (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 01, 2014 | Jul. 25, 2014 | 13-May-14 | ||
Business Acquisition [Line Items] | ||||||
Minimum Quarterly Distribution Required by Partnership Agreement | $16,650,000 | |||||
Allowance for Doubtful Accounts Receivable | 500,000 | 800,000 | ||||
Regulatory Assets | 1,400,000 | 1,300,000 | ||||
Equity interest ownership percentage | 20.00% | |||||
Equity Method Investments | 1,300,000 | |||||
Equity in earnings of unconsolidated investment | $717,000 | $0 | ||||
Equity interest acquired | 80.00% | |||||
Pony Express Pipeline | ||||||
Business Acquisition [Line Items] | ||||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | 33.30% | |||
Equity interest held by noncontrolling interests | 66.70% | |||||
Tallgrass Pony Express Pipeline (Colorado), Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Equity interest acquired | 99.80% | |||||
Contract-Based Intangible Assets [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 35 years | |||||
Customer Contracts [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 7 months 6 days | |||||
Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Public Utilities, Property, Plant and Equipment, Disclosure of Composite Depreciation Rate for Plants in Service | 1.55% | |||||
Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Public Utilities, Property, Plant and Equipment, Disclosure of Composite Depreciation Rate for Plants in Service | 20.00% | |||||
Crude Oil Transportation and Logistics | ||||||
Business Acquisition [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 35 years | |||||
Gas Gathering and Processing Equipment | ||||||
Business Acquisition [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 30 years | |||||
Natural Gas Pipe Lines | ||||||
Business Acquisition [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 10 years | [1] | ||||
General and other [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
General and other [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 13 years 3 months 29 days | |||||
[1] | Includes the Replacement Gas Facilities as discussed in Note 5 - Related Party Transactions and Note 16 - Regulatory Matters. |
Variable_Interest_Entity_Detai
Variable Interest Entity (Details) (Pony Express Pipeline, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Sep. 01, 2014 |
Pony Express Pipeline | |
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 $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Variable Interest Entity [Line Items] | ||
Assets, Current | $132,281 | $55,696 |
Total Assets | 2,457,197 | 1,631,413 |
Liabilities, Current | 96,568 | 182,740 |
Pony Express Pipeline | ||
Variable Interest Entity [Line Items] | ||
Assets, Current | 93,019 | 0 |
Assets, Noncurrent | 1,300,816 | 566,156 |
Total Assets | 1,393,835 | 566,156 |
Liabilities, Current | 52,547 | 89,247 |
Liabilities | $52,547 | $89,247 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 7 Months Ended | 10 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||
Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 16-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 13-May-14 | Apr. 01, 2014 | Sep. 01, 2014 | Apr. 30, 2014 | Nov. 13, 2012 | |
Business Acquisition [Line Items] | ||||||||||||||||||||
Equity interest acquired | 80.00% | |||||||||||||||||||
Business Acquisition, Pro Forma Revenue | $374,400,000 | |||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 61,700,000 | |||||||||||||||||||
Acquisitions | -695,646,000 | |||||||||||||||||||
General Partners' contributed capital | 263,000 | |||||||||||||||||||
General partner units issued | 834,391 | 826,531 | 834,391 | 826,531 | 834,391 | 826,531 | 7,860 | |||||||||||||
Cash Contributed to TD | 0 | 0 | 27,000,000 | 0 | ||||||||||||||||
Minimum Quarterly Distribution Required by Partnership Agreement | 16,650,000 | |||||||||||||||||||
Equity interest ownership percentage | 20.00% | 20.00% | 20.00% | |||||||||||||||||
Acquisition of Trailblazer | 0 | 0 | 150,000,000 | 0 | ||||||||||||||||
Gain on remeasurement of unconsolidated investment | 0 | 0 | 9,388,000 | 0 | ||||||||||||||||
Revenues | 38,572,000 | 109,504,000 | 89,953,000 | 77,320,000 | 94,779,000 | 86,773,000 | 68,718,000 | 69,347,000 | 65,688,000 | 5,000,000 | 371,556,000 | 290,526,000 | ||||||||
Net Income (Loss) attributable to partners | -2,366,000 | 26,827,000 | 11,444,000 | 15,286,000 | 17,124,000 | 13,411,000 | 5,600,000 | -13,479,000 | 4,215,000 | 5,810,000 | 300,000 | 3,937,000 | 51,496,000 | 70,681,000 | 9,747,000 | |||||
Water Solutions [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Equity interest acquired | 80.00% | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 20,895,000 | |||||||||||||||||||
Acquisitions | 0 | |||||||||||||||||||
Acquisition of Trailblazer | 7,600,000 | |||||||||||||||||||
Equity interest held by noncontrolling interests | 20.00% | |||||||||||||||||||
Acquisition, noncontrolling interest, fair value | 1,400,000 | |||||||||||||||||||
Trailblazer | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Date of acquisition | 1-Apr-14 | |||||||||||||||||||
Total consideration | 164,000,000 | |||||||||||||||||||
Acquisitions | 150,000,000 | 150,000,000 | ||||||||||||||||||
Common and subordinated units issued, units | 385,140 | |||||||||||||||||||
Common unit, issuance value | 14,000,000 | |||||||||||||||||||
General partner units issued | 7,860 | |||||||||||||||||||
General Partners capital account partnership interest percentage | 2.00% | |||||||||||||||||||
Revenues | 3,284,000 | 22,818,000 | ||||||||||||||||||
Net Income (Loss) attributable to partners | -832,000 | -3,371,000 | ||||||||||||||||||
TEP Pre-Predecessor | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Date of acquisition | 13-Nov-12 | |||||||||||||||||||
Equity interest acquired | 100.00% | |||||||||||||||||||
Total consideration | 1,800,000,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 766,300,000 | |||||||||||||||||||
Debt Assumed in Acquisition | 1,500,000,000 | |||||||||||||||||||
Business combination, long-term debt | 400,000,000 | |||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 220,300,000 | |||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 25,900,000 | |||||||||||||||||||
Pony Express Pipeline | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Date of acquisition | 1-Sep-14 | |||||||||||||||||||
Total consideration | 600,000,000 | |||||||||||||||||||
Acquisitions | 65,406,000 | -3,000,000 | ||||||||||||||||||
Common and subordinated units issued, units | 70,340 | |||||||||||||||||||
Variable Interest Entity, Ownership Percentage | 33.30% | |||||||||||||||||||
Total Consideration Transferred Directly to TD | 30,000,000 | |||||||||||||||||||
Cash Contributed to TD | 27,000,000 | |||||||||||||||||||
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 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 | |||||||||||||||||||
Revenues | 0 | 0 | ||||||||||||||||||
Net Income (Loss) attributable to partners | -126,000 | -1,061,000 | ||||||||||||||||||
Grasslands Water Services I, LLC [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Equity interest ownership percentage | 50.00% | 50.00% | 50.00% | |||||||||||||||||
Equity interest transferred as part of acquisition | 50.00% | |||||||||||||||||||
Acquisition fair value | 11,900,000 | |||||||||||||||||||
Gain on remeasurement of unconsolidated investment | 9,400,000 | |||||||||||||||||||
General Partner | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquisitions | 0 | |||||||||||||||||||
General Partners' contributed capital | 263,000 | 263,000 | ||||||||||||||||||
Net Income (Loss) attributable to partners | 0 | 0 | 206,000 | 0 | 7,399,000 | |||||||||||||||
General Partner | Water Solutions [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquisitions | 0 | |||||||||||||||||||
General Partner | Trailblazer | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquisitions | 72,933,000 | |||||||||||||||||||
General Partner | Pony Express Pipeline | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquisitions | $8,654,000 | |||||||||||||||||||
Grasslands Water Services I, LLC [Member] | BNN Energy LLC [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Equity interest transferred as part of acquisition | 50.00% | |||||||||||||||||||
Alpha Reclaim Technology, LLC [Member] | BNN Energy LLC [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Equity interest transferred as part of acquisition | 100.00% |
Acquisitions_Impact_of_Acquisi
Acquisitions Impact of Acquisition, Balance Sheet (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 13, 2012 | Dec. 31, 2011 |
Business Acquisition [Line Items] | |||||
Accounts receivable, net | $39,768,000 | $30,033,000 | |||
Gas imbalances | 2,442,000 | 3,128,000 | |||
Inventories | 13,045,000 | 5,549,000 | |||
Prepayments and other current assets | 2,766,000 | 16,986,000 | |||
Total Current Assets | 132,281,000 | 55,696,000 | |||
Property, plant and equipment, net | 1,853,081,000 | 1,116,806,000 | |||
Goodwill | 343,288,000 | 334,715,000 | 334,715,000 | ||
Intangible asset, net | 104,538,000 | 102,567,000 | |||
Deferred financing costs | 5,528,000 | 4,512,000 | |||
Deferred charges and other assets | 18,481,000 | 17,117,000 | |||
Total Assets | 2,457,197,000 | 1,631,413,000 | |||
Accounts payable | 62,329,000 | 149,452,000 | |||
Accounts Payable, Related Parties, Current | 3,915,000 | 7,137,000 | |||
Gas imbalances | 3,611,000 | 3,664,000 | |||
Derivative liabilities at fair value | 0 | 184,000 | |||
Accrued taxes | 3,989,000 | 5,520,000 | |||
Accrued liabilities | 5,550,000 | ||||
Deferred revenue | 538,000 | ||||
Accrued other current liabilities | 7,872,000 | 10,695,000 | |||
Total Current Liabilities | 96,568,000 | 182,740,000 | |||
Long-term debt | 559,000,000 | 135,000,000 | |||
Other long-term liabilities and deferred credits | 6,478,000 | 4,572,000 | |||
Total Long-term Liabilities | 565,478,000 | 139,572,000 | |||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 1,795,151,000 | 1,309,101,000 | 763,677,000 | 727,480,000 | 736,808,000 |
Total Liabilities and Equity | 2,457,197,000 | 1,631,413,000 | |||
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 | ||||
Deferred financing costs | 4,512,000 | ||||
Deferred charges and other assets | 11,554,000 | ||||
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 liabilities | 4,556,000 | ||||
Deferred revenue | 538,000 | ||||
Accrued other current liabilities | 9,683,000 | ||||
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 | ||||
Trailblazer | |||||
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 | ||||
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 liabilities | 959,000 | ||||
Deferred revenue | 0 | ||||
Accrued other current liabilities | 1,012,000 | ||||
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 | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable, net | 0 | ||||
Gas imbalances | 0 | ||||
Inventories | 0 | ||||
Prepayments and other current assets | 0 | ||||
Total Current Assets | 0 | ||||
Property, plant and equipment, net | 459,026,000 | ||||
Goodwill | 0 | ||||
Intangible asset, net | 102,567,000 | ||||
Deferred financing costs | 0 | ||||
Deferred charges and other assets | 4,563,000 | ||||
Total Assets | 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 liabilities | 35,000 | ||||
Deferred revenue | 0 | ||||
Accrued other current liabilities | 0 | ||||
Total Current Liabilities | 89,247,000 | ||||
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 | 476,909,000 | ||||
Total Liabilities and Equity | $566,156,000 |
Acquisitions_Impact_of_Acquisi1
Acquisitions Impact of Acquisition, Income Statement (Details) (USD $) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 7 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 16-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||||||||||||
Natural gas liquids sales | $18,554 | $170,924 | $146,313 | ||||||||||||
Natural gas sales | 2,326 | 10,325 | 9,387 | ||||||||||||
Natural gas transportation services | 15,970 | 126,733 | 120,025 | ||||||||||||
Processing and other revenues | 1,722 | 35,231 | 14,801 | ||||||||||||
Total Revenues | 38,572 | 109,504 | 89,953 | 77,320 | 94,779 | 86,773 | 68,718 | 69,347 | 65,688 | 5,000 | 371,556 | 290,526 | |||
Cost of sales and transportation services (exclusive of depreciation and amortization shown below) | 19,050 | 191,654 | 146,154 | ||||||||||||
Operations and maintenance | 3,921 | 39,577 | 35,404 | ||||||||||||
Depreciation and amortization | 5,449 | 47,048 | 39,917 | ||||||||||||
General and administrative | 8,806 | 33,160 | 27,651 | ||||||||||||
Taxes, other than income taxes | 1,277 | 6,704 | 7,401 | ||||||||||||
Total Operating Costs and Expenses | 38,503 | 318,143 | 256,527 | ||||||||||||
Operating Income | 69 | 18,829 | 11,580 | 6,475 | 16,529 | 13,089 | 5,401 | 6,592 | 8,917 | 53,413 | 33,999 | ||||
Interest (expense) income, net | -3,179 | -7,292 | -11,054 | ||||||||||||
Loss on extinguishment of debt | 0 | 0 | 0 | -17,526 | |||||||||||
Other Nonoperating Income (Expense) | 492 | 3,103 | 2,205 | ||||||||||||
Total Other Income (Expense) | -2,687 | 5,916 | -26,375 | ||||||||||||
Net income (loss) | -2,618 | 5,049 | 2,575 | 51,496 | 59,329 | 7,624 | |||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 252 | 761 | 1,362 | 11,352 | 2,123 | ||||||||||
Net Income (Loss) attributable to partners | -2,366 | 26,827 | 11,444 | 15,286 | 17,124 | 13,411 | 5,600 | -13,479 | 4,215 | 5,810 | 300 | 3,937 | 51,496 | 70,681 | 9,747 |
Tallgrass Energy Partners [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Natural gas liquids sales | 18,554 | 146,313 | |||||||||||||
Natural gas sales | 1,910 | 7,969 | |||||||||||||
Natural gas transportation services | 13,102 | 98,625 | |||||||||||||
Processing and other revenues | 1,722 | 14,801 | |||||||||||||
Total Revenues | 35,288 | 267,708 | |||||||||||||
Cost of sales and transportation services (exclusive of depreciation and amortization shown below) | 18,298 | 137,285 | |||||||||||||
Operations and maintenance | 3,353 | 31,945 | |||||||||||||
Depreciation and amortization | 4,086 | 29,549 | |||||||||||||
General and administrative | 7,133 | 21,894 | |||||||||||||
Taxes, other than income taxes | 1,107 | 6,325 | |||||||||||||
Total Operating Costs and Expenses | 33,977 | 226,998 | |||||||||||||
Operating Income | 1,311 | 40,710 | |||||||||||||
Interest (expense) income, net | -3,201 | -11,141 | |||||||||||||
Loss on extinguishment of debt | -17,526 | ||||||||||||||
Other Nonoperating Income (Expense) | 482 | 2,136 | |||||||||||||
Total Other Income (Expense) | -2,719 | -26,531 | |||||||||||||
Net income (loss) | -1,408 | 14,179 | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | 0 | |||||||||||||
Net Income (Loss) attributable to partners | -1,408 | 14,179 | |||||||||||||
Trailblazer | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Natural gas liquids sales | 0 | 0 | |||||||||||||
Natural gas sales | 416 | 1,418 | |||||||||||||
Natural gas transportation services | 2,868 | 21,400 | |||||||||||||
Processing and other revenues | 0 | 0 | |||||||||||||
Total Revenues | 3,284 | 22,818 | |||||||||||||
Cost of sales and transportation services (exclusive of depreciation and amortization shown below) | 752 | 8,869 | |||||||||||||
Operations and maintenance | 568 | 3,459 | |||||||||||||
Depreciation and amortization | 985 | 7,340 | |||||||||||||
General and administrative | 1,673 | 5,629 | |||||||||||||
Taxes, other than income taxes | 170 | 1,076 | |||||||||||||
Total Operating Costs and Expenses | 4,148 | 26,373 | |||||||||||||
Operating Income | -864 | -3,555 | |||||||||||||
Interest (expense) income, net | 22 | 115 | |||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||||
Other Nonoperating Income (Expense) | 10 | 69 | |||||||||||||
Total Other Income (Expense) | 32 | 184 | |||||||||||||
Net income (loss) | -832 | -3,371 | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | 0 | |||||||||||||
Net Income (Loss) attributable to partners | -832 | -3,371 | |||||||||||||
Pony Express Pipeline | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Natural gas liquids sales | 0 | 0 | |||||||||||||
Natural gas sales | 0 | 0 | |||||||||||||
Natural gas transportation services | 0 | 0 | |||||||||||||
Processing and other revenues | 0 | 0 | |||||||||||||
Total Revenues | 0 | 0 | |||||||||||||
Cost of sales and transportation services (exclusive of depreciation and amortization shown below) | 0 | 0 | |||||||||||||
Operations and maintenance | 0 | 0 | |||||||||||||
Depreciation and amortization | 378 | 3,028 | |||||||||||||
General and administrative | 0 | 128 | |||||||||||||
Taxes, other than income taxes | 0 | 0 | |||||||||||||
Total Operating Costs and Expenses | 378 | 3,156 | |||||||||||||
Operating Income | -378 | -3,156 | |||||||||||||
Interest (expense) income, net | 0 | -28 | |||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||||
Other Nonoperating Income (Expense) | 0 | 0 | |||||||||||||
Total Other Income (Expense) | 0 | -28 | |||||||||||||
Net income (loss) | -378 | -3,184 | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 252 | 2,123 | |||||||||||||
Net Income (Loss) attributable to partners | ($126) | ($1,061) |
Acquisitions_BNN_Acquisition_A
Acquisitions BNN Acquisition, Assets Acquired & Liabilities Assumed (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 13-May-14 | |
In Thousands, unless otherwise specified | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Accounts receivable | $39,768 | $30,033 | |||
Property, plant and equipment | 1,853,081 | 1,116,806 | |||
Intangible assets | 104,538 | 102,567 | |||
Goodwill | 343,288 | 334,715 | 334,715 | ||
Water Solutions [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
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 b Goodwill and Other Intangible Assets for additional information. |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | 16-May-13 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
mi | ||||||
Related Party Transaction [Line Items] | ||||||
Gas transmission lines sold | 433 | |||||
Reimbursement of Capital Expenditures from Related Party | $69,200,000 | $30,400,000 | ||||
Increase in accrual for reimbursable construction in progress projects | 0 | 0 | 0 | 14,470,000 | ||
Contributions | 0 | 27,488,000 | ||||
Prepayments and other current assets | 2,766,000 | 2,766,000 | 16,986,000 | |||
Interest Income, Related Party | 500,000 | 1,500,000 | ||||
General Partner | ||||||
Related Party Transaction [Line Items] | ||||||
Contributions | 14,235,000 | 27,488,000 | ||||
TEP | ||||||
Related Party Transaction [Line Items] | ||||||
Expected general administrative expense reimbursement | 5,300,000 | |||||
Pony Express Pipeline | ||||||
Related Party Transaction [Line Items] | ||||||
Expected general administrative expense reimbursement | 4,600,000 | |||||
Pony Express Pipeline | Tallgrass Development Lp | ||||||
Related Party Transaction [Line Items] | ||||||
Increase in accrual for reimbursable construction in progress projects | 41,700,000 | |||||
Pony Express Pipeline | TD | ||||||
Related Party Transaction [Line Items] | ||||||
Prepayments and other current assets | 17,000,000 | |||||
Equity reimbursement for a portion of capital expenditures made by related party | 4,300,000 | |||||
Public Company Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expected public company cost reimbursement | $625,000 |
Related_Party_Transactions_Sch
Related Party Transactions - Schedule of Transactions with Affiliated Companies (Detail) (USD $) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transactions, Cost of Sales and Transportation Services | $0 | $155 | $0 | $0 | ||||
Other Deferred Charges [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 27 | 799 | ||||||
Operation and maintenance [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 18,783 | [1] | 18,439 | [1] | ||||
General and administrative [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 23,475 | [1],[2] | 20,140 | [1],[2] | ||||
Property, Plant and Equipment [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction Costs Capitalized From Transactions With Related Party | 17,936 | 7,604 | ||||||
TEP Pre-Predecessor | Other Deferred Charges [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 130 | |||||||
TEP Pre-Predecessor | Operation and maintenance [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 12,874 | [1] | ||||||
TEP Pre-Predecessor | General and administrative [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 7,960 | [2] | ||||||
TEP Pre-Predecessor | Property, Plant and Equipment [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction Costs Capitalized From Transactions With Related Party | 1,052 | |||||||
TEP Predecessor Pre-IPO [Member] | Other Deferred Charges [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 56 | |||||||
TEP Predecessor Pre-IPO [Member] | Operation and maintenance [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 2,933 | [1] | ||||||
TEP Predecessor Pre-IPO [Member] | General and administrative [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses related to transactions with affiliated companies | 6,888 | [1],[2] | ||||||
TEP Predecessor Pre-IPO [Member] | Property, Plant and Equipment [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction Costs Capitalized From Transactions With Related Party | 193 | |||||||
KMP [Member] | Property, Plant and Equipment [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction Costs Capitalized From Transactions With Related Party | $0 | $1,948 | $0 | $0 | ||||
[1] | Charges to TEP and TEP Pre-Predecessor include directly charged wages and salaries, other compensation and benefits, and shared services. | |||||||
[2] | During the years ended December 31, 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 $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ||
Accounts Receivable, Related Parties, Current | $73,393,000 | $0 |
Accounts Payable, Related Parties, Current | 3,915,000 | 7,137,000 |
Total payables to affiliated companies | 3,915,000 | 7,137,000 |
Tallgrass Operations, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Related Parties, Current | 73,393,000 | 0 |
Accounts Payable, Related Parties, Current | 3,894,000 | 7,106,000 |
Rockies Express Pipeline LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties, Current | $21,000 | $31,000 |
Related_Party_Transactions_Sch2
Related Party Transactions - Schedule of Balances of Gas Imbalance with Affiliated Shippers (Detail) (Affiliated Shippers [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Affiliated Shippers [Member] | ||
Related Party Transaction [Line Items] | ||
Affiliate gas balance receivables | $275 | $137 |
Affiliate gas balance payables | $455 | $122 |
Inventory_Inventory_Details
Inventory Inventory (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Nov. 30, 2014 |
Inventory details [Line Items] | ||
Number of barrels of oil Purchased | 800,000 | |
Pony Express Pipeline | ||
Inventory details [Line Items] | ||
Letters of Credit Outstanding, Amount | $20 | |
Guarantee of Payment by Related Party | 40 | |
Security Deposit | $20 |
Inventory_Schedule_of_Componen
Inventory - Schedule of Components of Inventory (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Crude oil | $581 | $0 |
Materials and supplies | 3,049 | 2,137 |
Natural gas liquids | 519 | 1,009 |
Gas in underground storage | 8,896 | 2,403 |
Total inventory | $13,045 | $5,549 |
Property_Plant_and_Equipment_C
Property Plant and Equipment - Components of Property Plant and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | ($59,200) | ($22,264) |
Property, plant and equipment | 1,853,081 | 1,116,806 |
Crude Oil Pipelines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | 939,536 | 0 |
Natural Gas Pipe Lines | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | 548,482 | 397,287 |
Processing & Treating | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | 241,671 | 209,329 |
General and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | 42,719 | 26,076 |
Construction work in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | $139,873 | $506,378 |
Property_Plant_and_Equipment_A
Property, Plant and Equipment Additional Information (Details) (USD $) | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation | $4,900,000 | $19,900,000 | $40,900,000 | $36,600,000 | |
Capitalized interest | 15,000 | 9,000 | 1,200,000 | 867,000 | |
Rental Income | $1,000,000 | $1,000,000 | $145,000 |
Property_Plant_and_Equipment_F
Property, Plant and Equipment Future Minimum Rental Income (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Property, Plant and Equipment [Abstract] | |
2015 | $828 |
2016 | 772 |
2017 | 787 |
2018 | 802 |
2019 | 817 |
Thereafter | 205 |
Total | $4,211 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets Goodwill (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | ||||
Goodwill | $343,288 | $334,715 | $334,715 | |
Goodwill, Acquired During Period | 8,573 | 0 | ||
Natural Gas Transportation & Logistics | ||||
Goodwill [Line Items] | ||||
Goodwill | 255,558 | 255,558 | 255,558 | |
Goodwill, Acquired During Period | 0 | 0 | ||
Processing & Logistics | ||||
Goodwill [Line Items] | ||||
Goodwill | 87,730 | 79,157 | 79,157 | |
Goodwill, Acquired During Period | $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 $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | ($9,635) | ($3,406) |
Intangible asset, net | 104,538 | 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 $) | 2 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $0.40 | $6.20 | $3 |
Customer Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 7 months 6 days |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets Future Amortization (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2015 | $8,026 |
2016 | 3,028 |
2017 | 3,028 |
2018 | 3,028 |
2019 | 3,028 |
Thereafter | 84,400 |
Total | $104,538 |
Risk_Management_Schedule_of_Fa
Risk Management - Schedule of Fair Value of Derivative Contracts (Detail) (Commodity Contract [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Energy commodity derivative contracts | $184 | |
Significant other observable inputs (Level 2) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Energy commodity derivative contracts | $0 | $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 $) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Derivatives not designated as hedging contracts [Member] | Energy commodity derivative contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in OCI on derivatives (effective portion) | $0 | $1,024 | $0 | $0 |
Amount of gain (loss) reclassified from Accumulated OCI into income (effective portion) | 0 | 4,187 | 0 | 0 |
Amount of gain (loss) recognized in income on derivatives | $416 | $0 | ($410) | ($548) |
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 $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Energy commodity derivative contracts | $184 | |
Quoted prices in active markets for identical assets (Level 1) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Energy commodity derivative contracts | 0 | |
Significant other observable inputs (Level 2) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Energy commodity derivative contracts | 0 | 184 |
Significant unobservable inputs (Level 3) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Energy commodity derivative contracts | $0 |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Jun. 25, 2014 | Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 24, 2014 | Oct. 31, 2014 | 17-May-13 | 16-May-13 | Nov. 13, 2012 | |
Debt Instrument [Line Items] | ||||||||||
Increase in accordion borrowing | $250,000,000 | |||||||||
Percentage Change in Borrowing Rate | 0.25% | |||||||||
Credit facility commitment fee | 0.38% | |||||||||
Weighted average interest rate on outstanding borrowings | 2.45% | |||||||||
Loss on extinguishment of debt | 0 | 0 | 0 | 17,526,000 | ||||||
Senior Revolving Credit Facility [Member] | Barclays Bank [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 850,000,000 | 850,000,000 | 500,000,000 | 500,000,000 | ||||||
Increase in Swingline Borrowings | 60,000,000 | 40,000,000 | ||||||||
Increase in Letters of Credits Sublimit | 75,000,000 | 50,000,000 | ||||||||
Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated leverage ratio | 4.75 | 5.25 | ||||||||
Credit facility commitment fee | 0.50% | |||||||||
Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated interest coverage ratio | 2.5 | |||||||||
Credit facility commitment fee | 0.30% | |||||||||
Predecessor | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Business combination, long-term debt | $400,000,000 | $400,000,000 | $400,000,000 |
Longterm_Debt_Capacity_under_R
Long-term Debt Capacity under Revolving Credit Facility (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 25, 2014 | Jun. 24, 2014 | |
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | ($559,000,000) | ($135,000,000) | ||
Senior Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | -559,000,000 | -135,000,000 | ||
Credit Facility Letters Of Credit Issued | 0 | -654,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 291,000,000 | 364,346,000 | ||
Barclays Bank [Member] | Senior Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $850,000,000 | $500,000,000 | $850,000,000 | $500,000,000 |
Longterm_Debt_Carrying_Amount_
Long-term Debt - Carrying Amount and Fair Value of TEP's Long-term Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Fair Value | $559,000 | $135,000 |
Carrying Amount | 559,000 | 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 | 559,000 | 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 $) | 0 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | 10 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||
Dec. 31, 2014 | Jul. 25, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | 16-May-13 | Jun. 30, 2013 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 01, 2014 | Apr. 01, 2014 | Oct. 31, 2014 | Apr. 30, 2014 | 17-May-13 | Feb. 17, 2015 | ||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Proceeds from Noncontrolling Interests | $5,400,000 | ||||||||||||||||||||||
Authorized amount | 200,000,000 | ||||||||||||||||||||||
Distribution to noncontrolling interests settled via the cash management agreement with TD | 0 | 0 | 5,361,000 | 0 | |||||||||||||||||||
Distribution Made to Limited Partner, Distribution Date | 13-Feb-15 | ||||||||||||||||||||||
Initial public offering of common units | 28,625 | 8,050,000 | 8,050,000 | ||||||||||||||||||||
Shares Issued, Price Per Share | $44.20 | $41.07 | $44.20 | $44.20 | |||||||||||||||||||
Shares Issued, Price Per Share, Net of Underwriters Discount | $39.74 | ||||||||||||||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 1,100,000 | 290,483,000 | 320,385,000 | ||||||||||||||||||||
Proceeds from public offerings, net of offering costs | 319,300,000 | 0 | 0 | 320,385,000 | 290,483,000 | ||||||||||||||||||
Distributions per Limited Partner unit | $0.49 | $0.41 | $0.38 | $0.33 | $0.32 | $0.30 | $0.14 | [1] | |||||||||||||||
General partner interest in TEP | 1.70% | ||||||||||||||||||||||
General partner units issued | 834,391 | 834,391 | 826,531 | 826,531 | 834,391 | 826,531 | 7,860 | ||||||||||||||||
Acquisitions | 695,646,000 | ||||||||||||||||||||||
Cash Contributed to TD | 0 | 0 | 27,000,000 | 0 | |||||||||||||||||||
Contributions Relating to Cash Management Agreement | 612,100,000 | ||||||||||||||||||||||
Cash paid for contribution of pipelines | 85,500,000 | ||||||||||||||||||||||
Net proceeds from underwriters option to purchase additional shares | 31,200,000 | ||||||||||||||||||||||
Contributions from Predecessor Member, net | 0 | 0 | 312,125,000 | 379,872,000 | |||||||||||||||||||
Contribution from TD | 0 | 0 | 27,488,000 | 0 | |||||||||||||||||||
Limited Partners' Offering Costs | 215,000 | 215,000 | 215,000 | ||||||||||||||||||||
Partners' Capital Account, Remaining Authorized Amount | 198,700,000 | 198,700,000 | 198,700,000 | ||||||||||||||||||||
Payments to Noncontrolling Interests | 118,538,000 | 18,171,000 | 57,661,000 | 68,117,000 | |||||||||||||||||||
Pony Express Pipeline | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | 33.30% | ||||||||||||||||||||
Percentage of Membership Interest before Effect of New Membership | 1.96% | ||||||||||||||||||||||
Cash contributed to TD as part of Pony acquisition | 300,000,000 | ||||||||||||||||||||||
Tallgrass Development Lp | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Proceeds from Noncontrolling Interests | 379,900,000 | ||||||||||||||||||||||
Payments to Noncontrolling Interests | 57,700,000 | ||||||||||||||||||||||
Ownership Interests Held By TD | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Unitholders units outstanding (in shares) | 10,155,480 | 10,155,480 | 10,155,480 | 9,700,000 | |||||||||||||||||||
Subordinated unit | 16,200,000 | 16,200,000 | 16,200,000 | ||||||||||||||||||||
Common Units, Conversion Ratio | 1 | ||||||||||||||||||||||
Minimum Quarterly Distribution [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Distributions per Limited Partner unit | $0.29 | $0.29 | |||||||||||||||||||||
Second Target Distribution [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Increasing incentive distribution right | 13.00% | ||||||||||||||||||||||
Incentive distribution per unit | $0.35 | ||||||||||||||||||||||
Percentage of unit holders | 85.00% | ||||||||||||||||||||||
Percentage of general partner | 15.00% | ||||||||||||||||||||||
Third Target Distribution [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Increasing incentive distribution right | 23.00% | ||||||||||||||||||||||
Incentive distribution per unit | $0.43 | ||||||||||||||||||||||
Percentage of unit holders | 75.00% | ||||||||||||||||||||||
Percentage of general partner | 25.00% | ||||||||||||||||||||||
First Target Distribution [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
General partner interest in TEP | 2.00% | ||||||||||||||||||||||
Incentive distribution per unit | $0.30 | ||||||||||||||||||||||
Percentage of unit holders | 98.00% | ||||||||||||||||||||||
Percentage of general partner | 2.00% | ||||||||||||||||||||||
Thereafter [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Increasing incentive distribution right | 48.00% | ||||||||||||||||||||||
General Partner | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 0 | 0 | |||||||||||||||||||||
Acquisitions | 0 | ||||||||||||||||||||||
Payments to Noncontrolling Interests | 0 | 363,000 | 0 | 3,384,000 | |||||||||||||||||||
Trailblazer | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
General partner units issued | 7,860 | ||||||||||||||||||||||
Acquisitions | -150,000,000 | -150,000,000 | |||||||||||||||||||||
Trailblazer | Tallgrass Development Lp | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Common Unit, Issued | 385,140 | 385,140 | 385,140 | ||||||||||||||||||||
Trailblazer | TEP Predecessor | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Acquisitions | -118,500,000 | ||||||||||||||||||||||
Trailblazer | General Partner | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Acquisitions | -72,933,000 | ||||||||||||||||||||||
Pony Express Pipeline | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Variable Interest Entity, Ownership Percentage | 33.30% | ||||||||||||||||||||||
Acquisitions | -65,406,000 | 3,000,000 | |||||||||||||||||||||
Percentage of Membership Interest before Effect of New Membership | 1.96% | ||||||||||||||||||||||
Cash Contributed to TD | 27,000,000 | ||||||||||||||||||||||
Cash contributed to TD as part of Pony acquisition | 300,000,000 | ||||||||||||||||||||||
Pony Express Pipeline | Tallgrass Development Lp | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Common Unit, Issued | 70,340 | 70,340 | 70,340 | ||||||||||||||||||||
Pony Express Pipeline | General Partner | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Acquisitions | -8,654,000 | ||||||||||||||||||||||
Thereafter [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Percentage of unit holders | 50.00% | ||||||||||||||||||||||
Percentage of general partner | 50.00% | ||||||||||||||||||||||
Common unitholders | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Unitholders units outstanding (in shares) | 32,805,480 | 32,805,480 | 24,300,000 | 24,300,000 | 32,805,480 | 24,300,000 | |||||||||||||||||
Common unitholders | Limited Partner [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Initial public offering of common units | 14,600,000 | ||||||||||||||||||||||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 290,483,000 | 320,385,000 | |||||||||||||||||||||
Acquisitions | 0 | ||||||||||||||||||||||
Payments to Noncontrolling Interests | 0 | 10,685,000 | 0 | 41,567,000 | |||||||||||||||||||
Common unitholders | Trailblazer | Limited Partner [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Acquisitions | 14,023,000 | ||||||||||||||||||||||
Common unitholders | Pony Express Pipeline | Limited Partner [Member] | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Acquisitions | $3,000,000 | ||||||||||||||||||||||
Subsequent Event | Ownership Interests Held By TD | |||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||
Limited Partners Subordinated Units Converted | 16,200,000 | ||||||||||||||||||||||
[1] | he 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, 201 |
Partnership_Equity_and_Distrib3
Partnership Equity and Distributions - Summary of Distributions (Detail) (USD $) | 3 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | |
Distribution Made to Limited Partner [Line Items] | ||||||||
Distributions Limited Partners Common | $23,782 | $20,092 | $18,596 | $13,288 | $12,757 | $12,049 | $5,759 | |
Distributions declared | 28,294 | 21,663 | 19,684 | 13,688 | 13,082 | 12,294 | 5,877 | |
Distributions per Limited Partner unit | $0.49 | $0.41 | $0.38 | $0.33 | $0.32 | $0.30 | $0.14 | [1] |
General Partner | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Distributions General Partner Incentive | 4,039 | 1,208 | 758 | 126 | 63 | 0 | 0 | |
Distributions declared | $473 | $363 | $330 | $274 | $262 | $245 | $118 | |
[1] | he 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, 201 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) (USD $) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leased Assets [Line Items] | ||||
Rent Expense | $43,000 | $206,000 | $4,700,000 | $327,000 |
Commitments for Future Capital Expenditures | 63,500,000 | |||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||
2015 | 24,540,000 | |||
2016 | 27,784,000 | |||
2017 | 28,269,000 | |||
2018 | 28,694,000 | |||
2019 | 29,225,000 | |||
Thereafter | 506,833,000 | |||
Total | 645,345,000 | |||
Deeprock Lease [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |||
Prepaid Rent | 10,900,000 | |||
Payments for Rent | $6,300,000 | $4,600,000 | ||
Maximum Lease Term | 20 years | |||
Tallgrass Sterling [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 5 years | |||
Maximum Lease Term | 20 years | |||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||
Maximum [Member] | Deeprock Lease [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||
Minimum [Member] | Deeprock Lease [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 2 years |
Net_Income_per_Limited_Partner2
Net Income per Limited Partner Unit - Summary of Net Income Per Limited Partner Unit (Detail) (USD $) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 7 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 16-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Earnings Per Share [Abstract] | |||||||||||||||||
Net income (loss) | ($2,618) | $5,049 | $2,575 | $51,496 | $59,329 | $7,624 | |||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 252 | 761 | 1,362 | 11,352 | 2,123 | ||||||||||||
Net Income (loss) attributable to partners | -2,366 | 26,827 | 11,444 | 15,286 | 17,124 | 13,411 | 5,600 | -13,479 | 4,215 | 5,810 | 300 | 3,937 | 51,496 | 70,681 | 9,747 | ||
Predecessor operations interest in net (income) loss | 1,172 | 3,260 | -1,508 | 4,432 | |||||||||||||
General partner interest in net (income) loss | -6,982 | -206 | -7,399 | -7,188 | |||||||||||||
Net income available to common and subordinated unitholders | $22,342 | $11,143 | $15,771 | $12,518 | $13,490 | $6,866 | ($13,365) | [1] | $0 | [2] | $0 | $6,991 | $61,774 | $6,991 | |||
Basic net income per common and subordinated unit | $0 | $0 | $0 | $0 | $330 | $170 | ($330) | [1] | $0 | [2] | $0.17 | $1.39 | $0.17 | ||||
Diluted net income per common and subordinated unit | $0 | $0 | $0 | $0 | $330 | $170 | ($330) | [1] | $0 | [2] | $0.17 | $1.36 | $0.17 | ||||
Basic average number of common and subordinated units outstanding | 40,450 | 44,346 | 40,450 | ||||||||||||||
Equity Participation Unit equivalent units | 1,008 | 1,048 | 1,008 | ||||||||||||||
Diluted average number of common and subordinated units outstanding | 41,458 | 45,394 | 41,458 | ||||||||||||||
[1] | (2)B The second quarter of 2013 represented a prorated amount of net income allocated to the limited partners, based upon the number of days between the closing of the IPO on MayB 17, 2013 to JuneB 30, 2013. | ||||||||||||||||
[2] | (1)B No income was allocated to the limited partners until after the effective date of the IPO on MayB 17, 2013. |
Major_Customers_and_Concentrat2
Major Customers and Concentration of Credit Risk (Details) (USD $) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | 10 Months Ended | ||||||||
Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 | |
Concentration Risk [Line Items] | |||||||||||||
Revenues | $38,572,000 | $109,504,000 | $89,953,000 | $77,320,000 | $94,779,000 | $86,773,000 | $68,718,000 | $69,347,000 | $65,688,000 | $5,000,000 | $371,556,000 | $290,526,000 | |
Customer advances and deposits | 3,100,000 | 3,800,000 | 3,100,000 | 3,100,000 | 3,800,000 | ||||||||
Phillips 66 | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Revenues | $11,200,000 | $113,600,000 | $102,000,000 | $68,900,000 | |||||||||
Concentration Risk, Percentage | 29.00% | 31.00% | 35.00% | 31.00% | |||||||||
Natural Gas Transportation & Logistics | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration Risk, Percentage | 48.00% | ||||||||||||
Crude Oil Transportation & Logistics | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration Risk, Percentage | 94.00% | ||||||||||||
Processing & Logistics | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration Risk, Percentage | 92.00% |
Equity_Based_Compensation_Addi
Equity Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 26, 2013 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
LTIP expiration period | 13-May-23 | |||
Share-based compensation expense related to the EPU grants recognized | $10.20 | $4.20 | ||
Compensation cost related to nonvested EPUs expected to be recognized | 13.2 | 13.2 | ||
Weighted average period in which compensation cost related to nonvested EPUs expected to be recognized | 2 years 1 month | |||
Maximum [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Equity participation units granted | 10,000,000 | 10,000,000 | ||
TEP | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Share-based compensation expense related to the EPU grants recognized | $5.10 | $1.80 | ||
Equity Participation Unit [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Equity participation units granted | 147,500 | 1,515,000 | ||
Equity Participation Unit [Member] | Maximum [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Equity participation units granted | 1,500,000 | |||
Equity Participation Unit [Member] | Section 16 Officers [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Equity participation units granted | 177,500 |
Equity_Based_Compensation_Summ
Equity Based Compensation - Summarizes Changes in EPUs Outstanding (Detail) (Equity Participation Unit [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Participation Unit [Member] | ||
Shares | ||
Beginning of period, Shares | 1,474,250 | 0 |
Granted, Shares | 147,500 | 1,515,000 |
Forfeited, Shares | -96,000 | -40,750 |
End of period, Shares | 1,525,750 | 1,474,250 |
Weighted Average Grant Date Fair Value | ||
Beginning of period, Weighted Average Grant Date Fair Value | $17.54 | $0 |
Granted, Weighted Average Grant Date Fair Value | $30.23 | $17.54 |
Forfeited, Weighted Average Grant Date Fair Value | ($17.83) | ($17.49) |
End of period, Weighted Average Grant Date Fair Value | $18.75 | $17.54 |
Regulatory_Matters_Regulatory_
Regulatory Matters Regulatory Details (Details) (USD $) | 0 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jul. 01, 2013 | Dec. 31, 2012 | Nov. 12, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | Aug. 06, 2012 | |
mi | mi | |||||
Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | ||||||
Entity Information [Line Items] | ||||||
Gas transmission lines owned | 4,653 | 433 | ||||
Trailblazer | ||||||
Entity Information [Line Items] | ||||||
Gas transmission lines owned | 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 $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Nov. 17, 2014 | Aug. 31, 2014 | Jun. 13, 2013 | Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
bbl | bbl | Segment | ||||
Loss Contingencies [Line Items] | ||||||
Aggregate reserves for all claims | $0.60 | $0.30 | ||||
Segments of Pipeline | 2 | |||||
Crude Oil Spilled or Leaked | 119 | 200 | ||||
Environmental accruals | 5.3 | 5 | ||||
Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Damages Sought, Value | $2 | |||||
NEBRASKA | ||||||
Loss Contingencies [Line Items] | ||||||
Segments of Pipeline | 1 | |||||
WYOMING | ||||||
Loss Contingencies [Line Items] | ||||||
Segments of Pipeline | 1 |
Reporting_Segments_Additional_
Reporting Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 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 $) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | 10 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 |
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | $38,572 | $109,504 | $89,953 | $77,320 | $94,779 | $86,773 | $68,718 | $69,347 | $65,688 | $5,000 | $371,556 | $290,526 | |
TEP | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 38,572 | 371,556 | 290,526 | ||||||||||
TEP | Natural Gas Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 16,600 | 134,823 | 125,957 | ||||||||||
TEP | Crude Oil Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | 28,343 | 0 | ||||||||||
TEP | Processing & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 21,972 | 208,390 | 164,569 | ||||||||||
TEP | Corporate and other | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||
TEP | Operating Segments | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 38,668 | 376,813 | 292,446 | ||||||||||
TEP | Operating Segments | Natural Gas Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 16,696 | 140,080 | 127,877 | ||||||||||
TEP | Operating Segments | Crude Oil Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | 28,343 | 0 | ||||||||||
TEP | Operating Segments | Processing & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 21,972 | 208,390 | 164,569 | ||||||||||
TEP | Operating Segments | Corporate and other | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||
TEP | Inter-Segment | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | -96 | -5,257 | -1,920 | ||||||||||
TEP | Inter-Segment | Natural Gas Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | -96 | -5,257 | -1,920 | ||||||||||
TEP | Inter-Segment | Crude Oil Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||
TEP | Inter-Segment | Processing & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||
TEP | Inter-Segment | Corporate and other | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||
TEP Pre-Predecessor | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 220,292 | ||||||||||||
TEP Pre-Predecessor | Natural Gas Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 103,306 | ||||||||||||
TEP Pre-Predecessor | Crude Oil Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | ||||||||||||
TEP Pre-Predecessor | Processing & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 116,986 | ||||||||||||
TEP Pre-Predecessor | Corporate and other | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | ||||||||||||
TEP Pre-Predecessor | Operating Segments | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 220,988 | ||||||||||||
TEP Pre-Predecessor | Operating Segments | Natural Gas Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 104,002 | ||||||||||||
TEP Pre-Predecessor | Operating Segments | Crude Oil Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | ||||||||||||
TEP Pre-Predecessor | Operating Segments | Processing & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 116,986 | ||||||||||||
TEP Pre-Predecessor | Operating Segments | Corporate and other | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | ||||||||||||
TEP Pre-Predecessor | Inter-Segment | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | -696 | ||||||||||||
TEP Pre-Predecessor | Inter-Segment | Natural Gas Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | -696 | ||||||||||||
TEP Pre-Predecessor | Inter-Segment | Crude Oil Transportation & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | ||||||||||||
TEP Pre-Predecessor | Inter-Segment | Processing & Logistics | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 0 | ||||||||||||
TEP Pre-Predecessor | Inter-Segment | Corporate and other | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | $0 |
Reporting_Segments_Summary_of_1
Reporting Segments - Summary of TEP's Segment Information of Earnings (Detail) (USD $) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 7 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 16-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Reconciliation to Net Income: | |||||||||||||||
Interest expense (income), net | $3,179 | $7,292 | $11,054 | ||||||||||||
Depreciation and amortization expense | 5,449 | 47,048 | 39,917 | ||||||||||||
Texas Margin Taxes | 0 | 0 | |||||||||||||
Loss on extinguishment of debt | 0 | 0 | 0 | 17,526 | |||||||||||
Non-cash compensation expense | 0 | 0 | 5,136 | 1,798 | |||||||||||
Equity in earnings of unconsolidated investment | -717 | 0 | |||||||||||||
Gain on remeasurement of unconsolidated investment | 0 | 0 | -9,388 | 0 | |||||||||||
Net Income (loss) attributable to partners | -2,366 | 26,827 | 11,444 | 15,286 | 17,124 | 13,411 | 5,600 | -13,479 | 4,215 | 5,810 | 300 | 3,937 | 51,496 | 70,681 | 9,747 |
TEP | |||||||||||||||
Reconciliation to Net Income: | |||||||||||||||
Net Income (loss) attributable to partners | 9,747 | ||||||||||||||
TEP | Natural Gas Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 2,897 | 63,578 | 54,901 | ||||||||||||
TEP | Crude Oil Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | 15,711 | -43 | ||||||||||||
TEP | Processing & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 2,840 | 33,089 | 25,112 | ||||||||||||
TEP | Corporate and other | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | -2,500 | -1,580 | ||||||||||||
TEP | Operating Segments | Natural Gas Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 2,993 | 67,593 | 56,821 | ||||||||||||
TEP | Operating Segments | Crude Oil Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | 15,711 | -43 | ||||||||||||
TEP | Operating Segments | Processing & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 2,744 | 33,089 | 23,192 | ||||||||||||
TEP | Operating Segments | Corporate and other | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | -2,500 | -1,580 | ||||||||||||
TEP | Inter-Segment | Natural Gas Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | -96 | -4,015 | -1,920 | ||||||||||||
TEP | Inter-Segment | Crude Oil Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | 0 | 0 | ||||||||||||
TEP | Inter-Segment | Processing & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 96 | 0 | 1,920 | ||||||||||||
TEP | Inter-Segment | Corporate and other | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | 0 | 0 | ||||||||||||
TEP | Segment Reconciling Items | |||||||||||||||
Reconciliation to Net Income: | |||||||||||||||
Interest expense (income), net | 3,179 | 7,648 | 11,035 | ||||||||||||
Depreciation and amortization expense | 5,197 | 45,389 | 37,898 | ||||||||||||
Texas Margin Taxes | 0 | ||||||||||||||
Loss on extinguishment of debt | 0 | 17,526 | |||||||||||||
Non-cash (gain) loss related to derivative instruments | -273 | -184 | 386 | ||||||||||||
Non-cash compensation expense | 5,136 | 1,798 | |||||||||||||
Distributions from unconsolidated investment | 1,464 | 0 | |||||||||||||
Equity in earnings of unconsolidated investment | -717 | 0 | |||||||||||||
Non-cash loss allocated to noncontrolling interest | -10,151 | 0 | |||||||||||||
Gain on remeasurement of unconsolidated investment | 9,388 | 0 | |||||||||||||
Net Income (loss) attributable to partners | -2,366 | 70,681 | |||||||||||||
TEP Pre-Predecessor | Natural Gas Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 51,763 | ||||||||||||||
TEP Pre-Predecessor | Crude Oil Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | ||||||||||||||
TEP Pre-Predecessor | Processing & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 18,998 | ||||||||||||||
TEP Pre-Predecessor | Corporate and other | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | ||||||||||||||
TEP Pre-Predecessor | Operating Segments | Natural Gas Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 52,459 | ||||||||||||||
TEP Pre-Predecessor | Operating Segments | Crude Oil Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | ||||||||||||||
TEP Pre-Predecessor | Operating Segments | Processing & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 18,302 | ||||||||||||||
TEP Pre-Predecessor | Operating Segments | Corporate and other | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | ||||||||||||||
TEP Pre-Predecessor | Inter-Segment | Natural Gas Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | -696 | ||||||||||||||
TEP Pre-Predecessor | Inter-Segment | Crude Oil Transportation & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | ||||||||||||||
TEP Pre-Predecessor | Inter-Segment | Processing & Logistics | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 696 | ||||||||||||||
TEP Pre-Predecessor | Inter-Segment | Corporate and other | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Adjusted EBITDA | 0 | ||||||||||||||
TEP Pre-Predecessor | Segment Reconciling Items | |||||||||||||||
Reconciliation to Net Income: | |||||||||||||||
Interest expense (income), net | -1,661 | ||||||||||||||
Depreciation and amortization expense | 20,647 | ||||||||||||||
Texas Margin Taxes | 279 | ||||||||||||||
Non-cash (gain) loss related to derivative instruments | 0 | ||||||||||||||
Net Income (loss) attributable to partners | $51,496 |
Reporting_Segments_Summary_of_2
Reporting Segments - Summary of TEP's Segment Information of Assets (Detail) (USD $) | 2 Months Ended | 12 Months Ended | 10 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 |
Segment Reporting Information [Line Items] | ||||
Segment assets | $2,457,197 | $1,631,413 | ||
Natural Gas Transportation & Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Segment assets | 716,106 | 734,145 | ||
Crude Oil Transportation and Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Segment assets | 1,394,793 | 566,156 | ||
Processing & Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Segment assets | 340,620 | 326,599 | ||
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Segment assets | 5,678 | 4,513 | ||
TEP | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 12,698 | 665,650 | 346,020 | |
TEP | Natural Gas Transportation & Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 9,205 | 20,580 | 28,184 | |
TEP | Crude Oil Transportation and Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 0 | 631,883 | 286,824 | |
TEP | Processing & Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 3,493 | 13,187 | 31,012 | |
TEP | Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 0 | 0 | 0 | |
TEP Pre-Predecessor | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 19,540 | |||
TEP Pre-Predecessor | Natural Gas Transportation & Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 7,646 | |||
TEP Pre-Predecessor | Crude Oil Transportation and Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 0 | |||
TEP Pre-Predecessor | Processing & Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 11,894 | |||
TEP Pre-Predecessor | Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $0 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 8 Months Ended | 7 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 16-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Selected Quarterly Financial Data (Unaudited) [Abstract] | |||||||||||||||||
Revenues | $38,572 | $109,504 | $89,953 | $77,320 | $94,779 | $86,773 | $68,718 | $69,347 | $65,688 | $5,000 | $371,556 | $290,526 | |||||
Operating Income (Loss) | 69 | 18,829 | 11,580 | 6,475 | 16,529 | 13,089 | 5,401 | 6,592 | 8,917 | 53,413 | 33,999 | ||||||
Net Income (Loss) Before Income Taxes | 16,731 | 11,253 | 14,728 | 16,617 | 12,804 | 5,095 | -13,984 | 3,709 | 59,329 | 7,624 | |||||||
Net Income (Loss) attributable to partners | -2,366 | 26,827 | 11,444 | 15,286 | 17,124 | 13,411 | 5,600 | -13,479 | 4,215 | 5,810 | 300 | 3,937 | 51,496 | 70,681 | 9,747 | ||
Common and subordinated unitholders' interest in net income subsequent to May 17, 2013 | $22,342 | $11,143 | $15,771 | $12,518 | $13,490 | $6,866 | ($13,365) | [1] | $0 | [2] | $0 | $6,991 | $61,774 | $6,991 | |||
Basic net income per common and subordinated unit | $0 | $0 | $0 | $0 | $330 | $170 | ($330) | [1] | $0 | [2] | $0.17 | $1.39 | $0.17 | ||||
Diluted net income per common and subordinated unit | $0 | $0 | $0 | $0 | $330 | $170 | ($330) | [1] | $0 | [2] | $0.17 | $1.36 | $0.17 | ||||
[1] | (2)B The second quarter of 2013 represented a prorated amount of net income allocated to the limited partners, based upon the number of days between the closing of the IPO on MayB 17, 2013 to JuneB 30, 2013. | ||||||||||||||||
[2] | (1)B No income was allocated to the limited partners until after the effective date of the IPO on MayB 17, 2013. |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event) | Feb. 17, 2015 | Jan. 08, 2015 |
Ownership Interests Held By TD | ||
Subsequent Event [Line Items] | ||
Limited Partners Subordinated Units Converted | 16,200,000 | |
TD | ||
Subsequent Event [Line Items] | ||
Right to purchase additional percent | 33.30% | |
Ownership interest after potential acquisition | 66.70% |