Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 11-May-15 | |
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 | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q1 | |
Trading Symbol | TEP | |
Amendment Flag | FALSE | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 60,234,105 | |
General Partner Units [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 834,391 |
CONDENSED_BALANCE_SHEETS_UNAUD
CONDENSED BALANCE SHEETS (UNAUDITED) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $876,000 | $867,000 |
Accounts receivable, net | 46,268,000 | 39,768,000 |
Receivable from related party | 0 | 73,393,000 |
Gas imbalances | 911,000 | 2,442,000 |
Inventories | 12,679,000 | 13,045,000 |
Derivative assets at fair value | 90,000 | 0 |
Prepayments and other current assets | 2,728,000 | 2,766,000 |
Total Current Assets | 63,552,000 | 132,281,000 |
Property, plant and equipment, net | 1,921,676,000 | 1,853,081,000 |
Goodwill | 343,288,000 | 343,288,000 |
Intangible asset, net | 102,519,000 | 104,538,000 |
Deferred financing costs | 5,119,000 | 5,528,000 |
Deferred charges and other assets | 17,397,000 | 18,481,000 |
Total Assets | 2,453,551,000 | 2,457,197,000 |
Current Liabilities: | ||
Accounts payable, including $41,363 and $45,534 related to variable interest entities | 64,047,000 | 62,329,000 |
Accounts payable to related parties | 3,000,000 | 3,915,000 |
Gas imbalances | 3,490,000 | 3,611,000 |
Accrued taxes | 15,308,000 | 3,989,000 |
Accrued liabilities | 6,447,000 | 9,384,000 |
Other current liabilities | 12,094,000 | 13,340,000 |
Total Current Liabilities | 104,386,000 | 96,568,000 |
Long-term debt | 698,000,000 | 559,000,000 |
Other long-term liabilities and deferred credits | 6,213,000 | 6,478,000 |
Total Long-term Liabilities | 704,213,000 | 565,478,000 |
Commitments and Contingencies | ||
Equity: | ||
General partner (834,391 units issued and outstanding at March 31, 2015 and December 31, 2014) | -357,145,000 | -35,743,000 |
Total Partners’ Equity | 1,273,302,000 | 1,038,723,000 |
Noncontrolling interests | 371,650,000 | 756,428,000 |
Total Equity | 1,644,952,000 | 1,795,151,000 |
Total Liabilities and Equity | 2,453,551,000 | 2,457,197,000 |
Common unitholders | ||
Equity: | ||
Unitholders | 1,630,447,000 | 800,333,000 |
Subordinated unitholder | ||
Equity: | ||
Unitholders | $0 | $274,133,000 |
CONDENSED_BALANCE_SHEETS_UNAUD1
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Accounts payable, including $41,363 and $45,534 related to variable interest entities | $64,047,000 | $62,329,000 |
General partner units issued (in shares) | 834,391 | 834,391 |
General partner units outstanding (in shares) | 834,391 | 834,391 |
Common unitholders | ||
Unitholders units issued (in shares) | 60,234,105 | 32,834,105 |
Unitholders units outstanding (in shares) | 60,234,105 | 82,834,105 |
Subordinated unitholder | ||
Unitholders units issued (in shares) | 0 | 16,200,000 |
Unitholders units outstanding (in shares) | 0 | 16,200,000 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Accounts payable, including $41,363 and $45,534 related to variable interest entities | $41,363 | $45,534 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Natural gas liquids sales | $21,025 | $48,907 |
Natural gas sales | 844 | 4,808 |
Natural gas transportation services | 32,148 | 34,104 |
Crude oil transportation services | 50,381 | 0 |
Processing and other revenues | 10,277 | 6,960 |
Total Revenues | 114,675 | 94,779 |
Operating Costs and Expenses: | ||
Cost of sales (exclusive of depreciation and amortization shown below) | 19,593 | 48,206 |
Cost of transportation services (exclusive of depreciation and amortization shown below) | 10,715 | 5,117 |
Operations and maintenance | 9,575 | 8,013 |
Depreciation and amortization | 20,605 | 8,309 |
General and administrative | 12,689 | 6,649 |
Taxes, other than income taxes | 11,297 | 1,956 |
Loss on sale of assets | 4,483 | 0 |
Total Operating Costs and Expenses | 88,957 | 78,250 |
Operating Income | 25,718 | 16,529 |
Other (Expense) Income: | ||
Interest expense, net | -3,440 | -1,296 |
Equity in earnings of unconsolidated investment | 0 | 444 |
Other income, net | 712 | 940 |
Total Other (Expense) Income | -2,728 | 88 |
Net Income | 22,990 | 16,617 |
Net loss attributable to noncontrolling interests | -9,329 | -507 |
Net income attributable to partners | 32,319 | 17,124 |
Net loss attributable to noncontrolling interests | ||
Predecessor operations interest in net income | 0 | -4,224 |
Basic net income per common and subordinated unit | -7,438 | -382 |
Diluted net income per common and subordinated unit | $24,881 | $12,518 |
Basic average number of common and subordinated units outstanding | $0.47 | $0.31 |
Diluted average number of common and subordinated units outstanding | $0.46 | $0.30 |
Basic average number of common and subordinated units outstanding | 52,727 | 40,500 |
Diluted average number of common and subordinated units outstanding | 53,994 | 41,272 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows from Operating Activities: | ||
Net income | $22,990 | $16,617 |
Adjustments to reconcile net income to net cash flows from operating activities: | ||
Depreciation and amortization | 21,557 | 8,638 |
Noncash compensation expense | 1,527 | 941 |
Loss on sale of assets | 4,483 | 0 |
Changes in components of working capital: | ||
Accounts receivable and other | -5,678 | 1,356 |
Gas imbalances | 143 | 321 |
Inventories | -2,754 | -887 |
Accounts payable and accrued liabilities | 6,546 | -6,623 |
Other operating, net | -175 | 7,240 |
Net Cash Provided by Operating Activities | -48,639 | -27,603 |
Cash Flows from Investing Activities: | ||
Capital expenditures | -13,300 | -209,111 |
Acquisition of additional 33.3% membership interest in Pony Express | -700,000 | 0 |
Other investing, net | -311 | -1,910 |
Net Cash Used in Investing Activities | 713,611 | 211,021 |
Net Cash Provided by Financing Activities | ||
Proceeds from public offerings, net of offering costs | 551,949 | 0 |
Borrowings under revolving credit facility, net | 139,000 | 0 |
Contributions from Predecessor Member, net | 0 | 195,299 |
Distributions to unitholders | -28,294 | -13,082 |
Other financing, net | 2,326 | 1,201 |
Net Cash Provided by Financing Activities | 664,981 | 183,418 |
Net Change in Cash and Cash Equivalents | ||
Net Change in Cash and Cash Equivalents | 9 | 0 |
Cash and Cash Equivalents, beginning of period | 867 | 0 |
Cash and Cash Equivalents, end of period | 876 | 0 |
Supplemental Disclosures: | ||
Property, plant and equipment acquired via the cash management agreement with TD | 72,407 | 0 |
Increase in accrual for payment of property, plant and equipment | $1,179 | $53,542 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Partners' Capital | $1,273,302 | $1,060,550 | $1,038,723 | $991,162 |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 1,644,952 | 1,510,111 | 1,795,151 | 1,309,101 |
Net income (loss) | 32,319 | 17,124 | ||
Issuance of units to public, net of offering costs | 551,949 | |||
Distributions to unitholders | 28,294 | 13,082 | ||
Noncash compensation expense | 2,933 | 2,176 | ||
Contributions from noncontrolling interest | 0 | |||
Distributions to noncontrolling interest | 0 | |||
Conversion of subordinated units | 0 | |||
Contributions from Predecessor Member, net | 63,170 | |||
TEP Predecessor Post-IPO [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Partners' Capital | 0 | 314,615 | 0 | 247,221 |
Net income (loss) | 0 | 4,224 | ||
Issuance of units to public, net of offering costs | 0 | |||
Distributions to unitholders | 0 | 0 | ||
Noncash compensation expense | 0 | 0 | ||
Contributions from noncontrolling interest | 0 | |||
Distributions to noncontrolling interest | 0 | |||
Conversion of subordinated units | 0 | |||
Contributions from Predecessor Member, net | 63,170 | |||
General Partner | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Partners' Capital | -357,145 | 14,135 | -35,743 | 14,078 |
Net income (loss) | 7,438 | 382 | ||
Issuance of units to public, net of offering costs | 0 | |||
Distributions to unitholders | 4,512 | -325 | ||
Noncash compensation expense | 0 | 0 | ||
Contributions from noncontrolling interest | 0 | |||
Distributions to noncontrolling interest | 0 | |||
Conversion of subordinated units | 0 | |||
Contributions from Predecessor Member, net | 0 | |||
Common unitholders | Limited Partner [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Partners' Capital | 1,630,447 | 457,230 | 800,333 | 455,197 |
Net income (loss) | 19,701 | 7,511 | ||
Issuance of units to public, net of offering costs | -551,949 | |||
Distributions to unitholders | 15,925 | -7,654 | ||
Noncash compensation expense | -2,933 | 2,176 | ||
Contributions from noncontrolling interest | 0 | |||
Distributions to noncontrolling interest | 0 | |||
Conversion of subordinated units | 271,456 | |||
Contributions from Predecessor Member, net | 0 | |||
Subordinated Units [Member] | Limited Partner [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Partners' Capital | 0 | 274,570 | 274,133 | 274,666 |
Net income (loss) | 5,180 | 5,007 | ||
Issuance of units to public, net of offering costs | 0 | |||
Distributions to unitholders | 7,857 | -5,103 | ||
Noncash compensation expense | 0 | 0 | ||
Contributions from noncontrolling interest | 0 | |||
Distributions to noncontrolling interest | 0 | |||
Conversion of subordinated units | -271,456 | |||
Contributions from Predecessor Member, net | 0 | |||
Noncontrolling Interest [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Partners' Capital | 371,650 | 449,561 | 756,428 | 317,939 |
Net income (loss) | -9,329 | -507 | ||
Issuance of units to public, net of offering costs | 0 | |||
Distributions to unitholders | 0 | 0 | ||
Noncash compensation expense | 0 | 0 | ||
Contributions from noncontrolling interest | 2,379 | |||
Distributions to noncontrolling interest | -2,156 | |||
Conversion of subordinated units | 0 | |||
Contributions from Predecessor Member, net | 132,129 | |||
Total Partner Equity Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Net income (loss) | 22,990 | 16,617 | ||
Issuance of units to public, net of offering costs | 551,949 | |||
Distributions to unitholders | 28,294 | 13,082 | ||
Noncash compensation expense | 2,933 | 2,176 | ||
Contributions from noncontrolling interest | 2,379 | |||
Distributions to noncontrolling interest | -2,156 | |||
Conversion of subordinated units | 0 | |||
Contributions from Predecessor Member, net | 195,299 | |||
Pony Express Pipeline | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Net income (loss) | -253 | |||
Acquisition of additional 33.3% membership interest in Pony Express | -324,328 | |||
Pony Express Pipeline | TEP Predecessor Post-IPO [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Acquisition of additional 33.3% membership interest in Pony Express | 0 | |||
Pony Express Pipeline | General Partner | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Acquisition of additional 33.3% membership interest in Pony Express | -324,328 | |||
Pony Express Pipeline | Common unitholders | Limited Partner [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Acquisition of additional 33.3% membership interest in Pony Express | 0 | |||
Pony Express Pipeline | Subordinated Units [Member] | Limited Partner [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Acquisition of additional 33.3% membership interest in Pony Express | 0 | |||
Pony Express Pipeline | Noncontrolling Interest [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Acquisition of additional 33.3% membership interest in Pony Express | -375,672 | |||
Pony Express Pipeline | Total Partner Equity Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Acquisition of additional 33.3% membership interest in Pony Express | ($700,000) |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
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 to own, operate, acquire and develop midstream energy assets in North America. TEP currently provides natural gas transportation and storage services for customers in the Rocky Mountain and Midwest regions of the United States through the Tallgrass Interstate Gas Transmission System, which we refer to as the TIGT System, and the Trailblazer Pipeline. TEP provides crude oil transportation to customers in Wyoming and the surrounding region, servicing the Bakken oil production area of North Dakota and eastern Montana through our membership interest in Tallgrass Pony Express Pipeline, LLC ("Pony Express"), which owns a crude oil pipeline system commencing in Guernsey, Wyoming and terminating in Cushing, Oklahoma. We refer to this crude oil pipeline system as the Pony Express System. TEP also provides services for customers in Wyoming at its Casper and Douglas natural gas processing facilities, or collectively the Midstream Facilities, and provides water business services to customers in Colorado and Texas through BNN Water Solutions, LLC ("Water Solutions"). TEP's operations are strategically located in and provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford and Bakken shale formations. |
The 33,878,625 common units held by the public constitute approximately 56.2% of TEP’s aggregate outstanding common units and approximately 55.5% of TEP’s aggregate outstanding common and general partner units at March 31, 2015. Tallgrass Development, LP ("TD") held 26,355,480 common units at March 31, 2015, including the 16,200,000 subordinated units converted to common units on February 17, 2015, as discussed further in Note 10 - Partnership Equity and Distributions, which comprised approximately 43.8% of TEP’s aggregate outstanding common units and approximately 43.2% of TEP’s aggregate outstanding common and general partner units. In addition, 834,391 general partner units, representing an approximate 1.4% general partner interest in TEP at March 31, 2015, and all of the incentive distribution rights ("IDRs") are held by Tallgrass MLP GP, LLC (the "general partner"). The partnership agreement requires TEP to distribute its available cash on a quarterly basis, subject to certain terms and conditions. For additional information, see Note 10 - Partnership Equity and Distributions. | |
The term "Trailblazer Predecessor" refers to Trailblazer Pipeline Company LLC ("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 controlling 33.3% membership interest. 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 have been recast to reflect the operations of the Predecessor Entities. Predecessor Equity as presented in the condensed consolidated financial statements represents the capital account activity of Trailblazer Predecessor prior to April 1, 2014 and of Pony Express Predecessor prior to September 1, 2014. For additional information regarding these acquisitions, see Note 4 – Acquisitions. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation |
These unaudited condensed consolidated financial statements and related notes for the three months ended March 31, 2015 and 2014 were prepared in accordance with the accounting principles contained in the Financial Accounting Standards Board’s Accounting Standards Codification, the single source of generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include disclosures required by GAAP for annual periods. The unaudited condensed consolidated financial statements for the three months ended ended March 31, 2015 and 2014 include all normal, recurring adjustments and disclosures that we believe are necessary for a fair presentation of the results for the interim periods. In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Certain prior period amounts have been reclassified to conform to the current presentation. | |
TEP’s financial results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with TEP’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2014 (“2014 Form 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on February 19, 2015. | |
The accompanying condensed consolidated financial statements of TEP include historical cost-basis accounts of the assets of 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 controlling 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. | |
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 the initial 33.3% membership interest in 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 the initial 33.3% membership interest in Pony Express for all periods presented. The acquisition of the additional 33.3% membership interest in Pony Express represents a transaction between entities under common control and an acquisition of noncontrolling interests. As a result, financial information for periods prior to March 1, 2015 have not been recast to reflect the additional 33.3% membership interest. | |
The condensed consolidated financial statements include the accounts of TEP and its subsidiaries and controlled affiliates. Significant intra-entity items have been eliminated in the presentation. Net equity contributions of the Predecessor Entities included in the condensed consolidated statements of cash flows represent transfers of cash as a result of TD’s centralized cash management systems 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 33.3% 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 an initial 33.3% membership interest in Pony Express effective September 1, 2014, TEP, TD, and Pony Express entered into the Second Amended and Restated Limited Liability Agreement of Tallgrass Pony Express Pipeline, LLC ("the Second Amended Pony Express LLC Agreement"), which provided TEP a minimum quarterly preference payment of $16.65 million (prorated to approximately $5.4 million for the quarter ended September 30, 2014) through the quarter ending September 30, 2015. Effective March 1, 2015 with TEP's acquisition of an additional 33.3% membership interest in Pony Express, the Second Amended Pony Express LLC Agreement was further amended (as amended, "the Pony Express LLC Agreement") to increase the minimum quarterly preference payment to $36.65 million (prorated to approximately $23.5 million for the quarter ended March 31, 2015) and extend the term of the preference period through the quarter ending December 31, 2015. 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. Under the terms of the Pony Express LLC Agreement, Pony Express distributions and net income for periods beginning after December 31, 2015 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 in its condensed consolidated balance sheets, to the extent material, the assets of its consolidated VIE that can only be used to settle specific obligations of the consolidated VIE, and the liabilities of TEP's consolidated VIE for which creditors do not have recourse to TEP's general credit. Pony Express is considered to be a VIE under the applicable authoritative guidance. Based on a qualitative analysis in accordance with the applicable authoritative guidance, TEP has determined that it is the primary beneficiary as 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 accordingly. For additional information see Note 3 – Variable Interest Entities. | |
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. | |
Accounting Pronouncements Issued But Not Yet Effective | |
Accounting Standards Update ("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. | |
ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" | |
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis. ASU 2015-02 will change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 will modify the evaluation of whether limited partnerships and other similar legal entities are considered VIEs or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership, and change certain aspects of the consolidation analysis for reporting entities that are involved with VIEs, particularly for those with fee arrangements and related party relationships. | |
The amendments in ASU 2015-02 are effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early application is permitted, including adoption in an interim period. TEP is currently evaluating the impact of ASU 2015-02. |
Variable_Interest_Entity_Notes
Variable Interest Entity (Notes) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Variable Interest Entity Disclosure [Text Block] | TEP does not have the obligation to absorb losses from Pony Express during the preference period as a result of the minimum quarterly preference payments as discussed in Note 4 – Acquisitions. In addition, for the period from the acquisition of the initial 33.3% membership interest effective September 1, 2014 to the acquisition of an additional 33.3% membership interest effective March 1, 2015, TEP, as the managing member of Pony Express, had voting rights disproportionate to its ownership interest. 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 condensed consolidated balance sheets at March 31, 2015 and December 31, 2014 are as follows: | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Current assets | $ | 27,315 | $ | 93,019 | ||||
Noncurrent assets | 1,362,803 | 1,300,816 | ||||||
Total assets | $ | 1,390,118 | $ | 1,393,835 | ||||
Current liabilities | $ | 57,336 | $ | 52,547 | ||||
Total liabilities | $ | 57,336 | $ | 52,547 | ||||
Acquisitions
Acquisitions | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
Acquisitions | 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 10 – Partnership Equity and Distributions. | |||||||||||||||||
TEP Acquisitions of 66.7% of Pony Express | |||||||||||||||||
Effective September 1, 2014, TEP acquired a controlling 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, constituted TEP's 33.3% membership interest in Pony Express, which represented 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 was retained 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. There was no remaining balance outstanding on the related party loan at March 31, 2015. | |||||||||||||||||
The terms of TEP's first acquisition of a 33.3% membership interest in Pony Express provided 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 Pony Express LLC Agreement. At the effective date of that transaction, TEP determined that Pony Express was a VIE of which TEP was the primary beneficiary, and consolidated Pony Express accordingly. For additional discussion and disclosure, see Note 3 – Variable Interest Entities. The acquisition of the initial 33.3% membership interest in Pony Express represented a transaction between entities under common control and a change in reporting entity. | |||||||||||||||||
Effective March 1, 2015, TEP acquired an additional 33.3% membership interest in Pony Express for cash consideration of approximately $700 million. At closing, Pony Express, TD, and TEP entered into the Pony Express LLC Agreement effective March 1, 2015, which sets forth the relative rights of TD and TEP as the owners of Pony Express. The terms of the transaction increased the minimum quarterly preference payment provided to TEP to $36.65 million through the quarter ending December 31, 2015 (prorated to approximately $23.5 million for the quarter ended March 31, 2015) with distributions thereafter shared in accordance with the terms of the Pony Express LLC Agreement. | |||||||||||||||||
Upon the effective date of the transaction, TEP reevaluated its VIE assessment and determined that Pony Express continues to be considered a VIE of which TEP is the primary beneficiary. The acquisition of the additional 33.3% membership interest in Pony Express represents a transaction between entities under common control and an acquisition of noncontrolling interests. As a result, financial information for periods prior to the transaction have not been recast to reflect the additional 33.3% membership interest. | |||||||||||||||||
Historical Financial Information | |||||||||||||||||
The results of our acquisitions of Trailblazer and 66.7% membership interest in Pony Express are included in the condensed consolidated balance sheet as of March 31, 2015. The results of our acquisitions of Trailblazer and the initial 33.3% membership interest in Pony Express are included in the condensed consolidated balance sheet as of December 31, 2014. The results of our acquisitions of Trailblazer and the initial 33.3% membership interest in Pony Express are included in the condensed consolidated statements of income for the three months ended March 31, 2015 and 2014. The results of our acquisition of an additional 33.3% membership interest in Pony Express are included in the condensed consolidated statements of income prospectively beginning March 1, 2015. | |||||||||||||||||
The following tables present the previously reported condensed consolidated statements of income for the three months ended March 31, 2014, adjusted for the acquisitions of Trailblazer and the initial 33.3% membership interest in Pony Express: | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues: | |||||||||||||||||
Natural gas liquids sales | $ | 48,907 | $ | — | $ | — | $ | 48,907 | |||||||||
Natural gas sales | 2,196 | 2,612 | — | 4,808 | |||||||||||||
Transportation services | 27,051 | 7,053 | — | 34,104 | |||||||||||||
Processing and other revenues | 6,808 | 152 | — | 6,960 | |||||||||||||
Total Revenues | 84,962 | 9,817 | — | 94,779 | |||||||||||||
Operating Costs and Expenses: | |||||||||||||||||
Cost of sales | 45,543 | 2,663 | — | 48,206 | |||||||||||||
Cost of transportation services | 4,903 | 214 | — | 5,117 | |||||||||||||
Operations and maintenance | 7,286 | 727 | — | 8,013 | |||||||||||||
Depreciation and amortization | 6,514 | 1,038 | 757 | 8,309 | |||||||||||||
General and administrative | 6,201 | 448 | — | 6,649 | |||||||||||||
Taxes, other than income taxes | 1,456 | 500 | — | 1,956 | |||||||||||||
Total Operating Costs and Expenses | 71,903 | 5,590 | 757 | 78,250 | |||||||||||||
Operating Income (Loss) | 13,059 | 4,227 | (757 | ) | 16,529 | ||||||||||||
Other (Expense) Income: | |||||||||||||||||
Interest (expense) income, net | (1,324 | ) | 31 | (3 | ) | (1,296 | ) | ||||||||||
Equity in earnings of unconsolidated investment | 444 | — | — | 444 | |||||||||||||
Other income, net | 721 | 219 | — | 940 | |||||||||||||
Total Other (Expense) Income | (159 | ) | 250 | (3 | ) | 88 | |||||||||||
Net Income (Loss) | 12,900 | 4,477 | (760 | ) | 16,617 | ||||||||||||
Net loss attributable to noncontrolling interests | — | — | 507 | 507 | |||||||||||||
Net income (loss) attributable to partners | $ | 12,900 | $ | 4,477 | $ | (253 | ) | $ | 17,124 | ||||||||
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. | |||||||||||||||||
At March 31, 2015, 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. | |||||||||||||||||
Pro forma revenue and net income attributable to TEP for the three months ended March 31, 2014 was $96.7 million and $17.4 million, respectively. This unaudited pro forma financial information for TEP is presented as if the acquisition of Water Solutions had been completed on January 1, 2014. 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 three months ended March 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 March 31, 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 March 31, 2014. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Related Party Transactions | TEP has no employees. TD, through its wholly-owned subsidiary Tallgrass Operations, LLC ("Tallgrass Operations"), provided and charged TEP for direct and indirect costs of services provided to us or incurred on our behalf including employee labor costs, information technology services, employee health and retirement benefits, and all other expenses necessary or appropriate to the conduct of our business. TEP recorded these costs on the accrual basis in the period in which TD incurred them. On May 17, 2013, in connection with the closing of TEP’s initial public offering, 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 first quarter of 2015, TEP’s general and administrative costs under the Omnibus Agreement were $5.4 million, excluding costs attributable to Pony Express. Pony Express had general and administrative costs for the first quarter of 2015 of $5.2 million. TEP also pays a quarterly reimbursement to TD for costs associated with being a public company. The quarterly public company reimbursement was $635,000 for the first quarter of 2015. These 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 Entities were periodically settled and treated as equity distributions 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 in the condensed consolidated balance sheets. TEP recognized interest income from TD of $0.4 million during the three months ended March 31, 2015 on the receivable balance under the Pony Express cash management agreement. | ||||||||
Totals of transactions with affiliated companies are as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Charges to TEP: (1) | ||||||||
Property, plant and equipment, net | $ | 1,307 | $ | 3,400 | ||||
Operation and maintenance | $ | 5,423 | $ | 4,348 | ||||
General and administrative | $ | 9,256 | $ | 4,927 | ||||
(1) | Charges to TEP, inclusive of Pony Express, include directly charged wages and salaries, other compensation and benefits, and shared services. | |||||||
Details of balances with affiliates included in "Receivable from related party" and "Accounts payable to related parties" in the condensed consolidated balance sheets are as follows: | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
(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 | $ | 2,980 | $ | 3,894 | ||||
Rockies Express Pipeline LLC | 11 | 21 | ||||||
Deeprock Development, LLC | 9 | — | ||||||
Total accounts payable to related parties | $ | 3,000 | $ | 3,915 | ||||
Balances of gas imbalances with affiliated shippers are as follows: | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Affiliate gas balance receivables | $ | 168 | $ | 275 | ||||
Affiliate gas balance payables | $ | 410 | $ | 455 | ||||
Inventory
Inventory | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory | The components of inventory at March 31, 2015 and December 31, 2014 consisted of the following: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Gas in underground storage | $ | 6,055 | $ | 8,896 | ||||
Materials and supplies | 4,600 | 3,049 | ||||||
Crude oil | 1,592 | 581 | ||||||
Natural gas liquids | 432 | 519 | ||||||
Total inventory | $ | 12,679 | $ | 13,045 | ||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | A summary of net property, plant and equipment by classification is as follows: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Crude oil pipelines | $ | 961,288 | $ | 939,536 | ||||
Natural gas pipelines | 553,425 | 548,482 | ||||||
Processing and treating assets | 237,049 | 241,671 | ||||||
General and other | 52,666 | 42,719 | ||||||
Construction work in progress | 194,638 | 139,873 | ||||||
Accumulated depreciation and amortization | (77,390 | ) | (59,200 | ) | ||||
Total property, plant and equipment, net | $ | 1,921,676 | $ | 1,853,081 | ||||
Risk_Management
Risk Management | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||
Risk Management | TEP occasionally enters into derivative contracts with third parties for the purpose of hedging exposures that accompany their normal business activities. TEP’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. TEP has elected not to apply hedge accounting and changes in the fair value of all derivative contracts are recorded in earnings in the period in which the change occurs. | |||||||||||||||
Fair Value of Derivative Contracts | ||||||||||||||||
The following table summarizes the fair values of TEP’s derivative contracts included in the condensed consolidated balance sheets: | ||||||||||||||||
Balance Sheet | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Location | ||||||||||||||||
(in thousands) | ||||||||||||||||
Energy commodity derivative contracts | Current assets | $ | 90 | $ | — | |||||||||||
As of March 31, 2015, the fair value shown for commodity contracts was comprised of derivative volumes for short natural gas fixed-price swaps totaling 0.9 Bcf. As of December 31, 2014 there were no derivative contracts outstanding. | ||||||||||||||||
Effect of Derivative Contracts in the Statements of Income | ||||||||||||||||
The following table summarizes the impact of derivative contracts for the three months ended March 31, 2015 and 2014: | ||||||||||||||||
Amount of gain (loss) recognized in income on derivatives | ||||||||||||||||
Location of | Three Months Ended March 31, | |||||||||||||||
gain (loss) recognized | ||||||||||||||||
in income on derivatives | 2015 | 2014 | ||||||||||||||
(in thousands) | ||||||||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | 90 | $ | (351 | ) | ||||||||||
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) 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 credit ratings, it is nevertheless possible that from time to time losses will result from counterparty credit risk in the future. The maximum potential exposure to credit losses on TEP’s derivative contracts at March 31, 2015 was: | ||||||||||||||||
Asset Position | ||||||||||||||||
(in thousands) | ||||||||||||||||
Gross | $ | 90 | ||||||||||||||
Netting agreement impact | — | |||||||||||||||
Cash collateral held | — | |||||||||||||||
Net Exposure | $ | 90 | ||||||||||||||
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 March 31, 2015 and December 31, 2014, 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 March 31, 2015 based on the fair value hierarchy established by the Codification: | ||||||||||||||||
Asset fair value measurements using | ||||||||||||||||
Total | Quoted prices in | Significant | Significant | |||||||||||||
active markets | other observable | unobservable | ||||||||||||||
for identical | inputs | inputs | ||||||||||||||
assets | (Level 2) | (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
TEP as of March 31, 2015 | ||||||||||||||||
Energy commodity derivative contracts | $ | 90 | $ | — | $ | 90 | $ | — | ||||||||
Longterm_Debt
Long-term Debt | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Long-term Debt | The following table sets forth the outstanding borrowings, letters of credit issued, and available borrowing capacity under TEP's revolving credit facility as of March 31, 2015 and December 31, 2014: | |||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Total capacity under the revolving credit facility | $ | 850,000 | $ | 850,000 | ||||||||||||||||
Less: Outstanding borrowings under the revolving credit facility | (698,000 | ) | (559,000 | ) | ||||||||||||||||
Available capacity under the revolving credit facility | $ | 152,000 | $ | 291,000 | ||||||||||||||||
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 March 31, 2015, 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 ranges from 0.300% to 0.500%, based on TEP’s total leverage ratio. As of March 31, 2015, the weighted average interest rate on outstanding borrowings was 2.20%. | ||||||||||||||||||||
Fair Value | ||||||||||||||||||||
The following table sets forth the carrying amount and fair value of TEP’s long-term debt, which is not measured at fair value in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, 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) | ||||||||||||||||||||
March 31, 2015 | $ | — | $ | 698,000 | $ | — | $ | 698,000 | $ | 698,000 | ||||||||||
December 31, 2014 | $ | — | $ | 559,000 | $ | — | $ | 559,000 | $ | 559,000 | ||||||||||
The long-term debt borrowed under the revolving credit facility is carried at amortized cost. As of March 31, 2015 and December 31, 2014, 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 March 31, 2015. |
Partnership_Equity_and_Distrib
Partnership Equity and Distributions | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||
Partnership Equity and Distributions | February Public Offering | ||||||||||||||||||||||
On February 27, 2015, TEP sold 10,000,000 common units representing limited partner interests in an underwritten public offering at a price of $50.82 per unit, or $49.29 per unit net of the underwriter's discount, for net proceeds of approximately $492.6 million after deducting the underwriter's discount and offering expenses paid by TEP. TEP used the net proceeds from the offering to fund a portion of the consideration for the acquisition of an additional 33.3% membership interest in Pony Express as discussed in Note 4 – Acquisitions. Pursuant to the underwriters' option to purchase additional units, TEP sold an additional 1,200,000 common units representing limited partner interests to the underwriters at a price of $50.82 per unit, or $49.29 per unit net of the underwriter’s discount, for net proceeds of approximately $59.3 million after deducting the underwriter’s discount and offering expenses paid by TEP. TEP used the net proceeds from this additional purchase of common units to reduce borrowings under its revolving credit facility, a portion of which were used to fund the March 2015 acquisition of an additional 33.3% membership interest in Pony Express as discussed in Note 4 – Acquisitions. | |||||||||||||||||||||||
Distributions to Holders of Common Units, Subordinated Units, General Partner Units and Incentive Distribution Rights | |||||||||||||||||||||||
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"). | |||||||||||||||||||||||
The following table shows the distributions for the periods indicated: | |||||||||||||||||||||||
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-Mar-15 | May 14, 2015 (1) | $ | 31,322 | $ | 6,934 | $ | 530 | $ | 38,786 | $ | 0.52 | ||||||||||||
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 | |||||||||||||||||
(1) | The distribution declared on April 14, 2015 for the first quarter of 2015 will be paid May 14, 2015 subsequent to the date of this Quarterly Report on 60,234,105 common units of record at the close of business on April 24, 2015. | ||||||||||||||||||||||
Subordinated Units | |||||||||||||||||||||||
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 March 31, 2015, the general partner owns an approximate 1.4% general partner interest in TEP, 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 or attain a 2% general partner interest. | |||||||||||||||||||||||
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 holds a 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 three months ended March 31, 2015, TEP was deemed to have made a noncash capital distribution of $324.3 million to the general partner, which represents the excess purchase price over the carrying value of the additional 33.3% membership interest in Pony Express acquired effective March 1, 2015. See Note 4 - Acquisitions for additional information regarding the transaction. | |||||||||||||||||||||||
During the three months ended March 31, 2014, the Trailblazer Predecessor and Pony Express Predecessor recognized net contributions from TD of $195.3 million. |
Net_Income_per_Limited_Partner
Net Income per Limited Partner Unit | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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. | ||||||||
All net income or loss from Trailblazer prior to its acquisition on April 1, 2014 and Pony Express prior to its acquisition effective September 1, 2014 is allocated to predecessor operations in the table below. Historical earnings of transferred businesses for periods prior to the date of the common control drop-down transaction are solely those of the general partner and, therefore we have appropriately excluded any allocation to the limited partner units when determining net income available to common and subordinated unitholders. We present the financial results of any transferred business prior to the drop down transaction date in the line item "Predecessor operations interest in net (income) loss" in the table below. | ||||||||
The following table illustrates the Partnership’s calculation of net income per common and subordinated unit for the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands, except per unit amounts) | ||||||||
Net Income | $ | 22,990 | $ | 16,617 | ||||
Net loss attributable to noncontrolling interests | 9,329 | 507 | ||||||
Net Income attributable to partners | 32,319 | 17,124 | ||||||
Predecessor operations interest in net income | — | (4,224 | ) | |||||
General partner interest in net income | (7,438 | ) | (382 | ) | ||||
Common and subordinated unitholders' interest in net income | $ | 24,881 | $ | 12,518 | ||||
Basic net income per common and subordinated unit | $ | 0.47 | $ | 0.31 | ||||
Diluted net income per common and subordinated unit | $ | 0.46 | $ | 0.3 | ||||
Basic average number of common and subordinated units outstanding | 52,727 | 40,500 | ||||||
Equity Participation Unit equivalent units | 1,267 | 772 | ||||||
Diluted average number of common and subordinated units outstanding | 53,994 | 41,272 | ||||||
Regulatory_Matters
Regulatory Matters | 3 Months Ended |
Mar. 31, 2015 | |
Regulatory Matters [Abstract] | |
Regulatory Matters | Pony Express Abandonment – FERC Docket CP12-495 |
On August 6, 2012, Tallgrass Interstate Gas Transmission, LLC, or TIGT, which owns the TIGT System, 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 subsequently converted the Pony Express Assets into crude oil pipeline facilities; and (2) construct and operate certain replacement-type facilities necessary to continue service to existing natural gas firm transportation customers following the conversion, which we refer to as the Replacement Gas Facilities. 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 re-deployed 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 the 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, the 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. The 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, the 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 the 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, the 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. | |
2015 Annual Fuel Tracker Filing - Docket No. RP15-841-000 | |
On April 1, 2015, Trailblazer made its annual fuel tracker filing with a proposed effective date of May 1, 2015 in Docket No. RP15-841-000. This filing incorporates the revised fuel tracker and power cost tracker mechanisms agreed to in the 2013 Rate Case Filing settlement. | |
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 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 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 System from the Belle Fourche Pipeline were filed on October 16, 2014 to be effective starting November 1, 2014. Joint Contract Tariff rates for oil received into the Pony Express pipeline system from Hiland Pipeline Company were filed on February 27, 2015 and effective April 1, 2015. | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
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 as of March 31, 2015 and December 31, 2014. | |
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 Failure | |
On June 13, 2013, a failure occurred on a segment of the TIGT pipeline system in Goshen County, Wyoming, resulting in the release of natural gas. The line was promptly brought back into service and the failure did not cause any known injuries, fatalities, fires or evacuations. 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 does not believe the cost of anticipated remediation activities will be material. | |
Pony Express | |
System Failures | |
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 and the costs to remediate were not material. In April 2015, PHSMA granted TEP's request to consider the Sterling Pump Station incident closed with no further action. | |
On March 12, 2015, an event occurred at the Yoder Pump Station in Goshen County, Wyoming, related to repair and replacement activities resulting in a spill of approximately 300 bbls of crude oil. TEP has presented its incident investigation findings to PHMSA and is currently working with PHMSA to resolve the matter. TEP does not believe the cost of anticipated remediation activities will be material. | |
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 $5.2 million and $5.3 million at March 31, 2015 and December 31, 2014, 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 | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||
Reporting Segments | TEP’s operations are located in the United States. TEP is 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, construction, and operation 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 that are not directly associated with the operations of TEP’s reportable segments, such as interest and fees associated with TEP’s revolving credit facility, public company costs reimbursed to TD, and equity-based compensation expense. | ||||||||||||||||||||||||
These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for their respective operations. | ||||||||||||||||||||||||
TEP considers Adjusted EBITDA as its primary segment performance measure as TEP believes it is the most meaningful measure to assess TEP’s financial condition and results of operations as a public entity. Adjusted EBITDA, a non-GAAP measure, is defined as net income excluding the impact of interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments. | ||||||||||||||||||||||||
The following tables set forth TEP’s segment information for the periods indicated: | ||||||||||||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||||||||||||||||||
Revenue: | Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 33,610 | $ | (1,346 | ) | $ | 32,264 | $ | 39,631 | $ | (1,255 | ) | $ | 38,376 | ||||||||||
Crude Oil Transportation & Logistics | 50,381 | — | 50,381 | — | — | — | ||||||||||||||||||
Processing & Logistics | 32,030 | — | 32,030 | 56,403 | — | 56,403 | ||||||||||||||||||
Corporate and Other | — | — | — | — | — | — | ||||||||||||||||||
Total revenue | $ | 116,021 | $ | (1,346 | ) | $ | 114,675 | $ | 96,034 | $ | (1,255 | ) | $ | 94,779 | ||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||||||||||||||||||
Adjusted EBITDA: | Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | |||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | |||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 19,246 | $ | (1,346 | ) | $ | 17,900 | $ | 19,862 | $ | (1,255 | ) | $ | 18,607 | ||||||||||
Crude Oil Transportation & Logistics | 25,506 | 1,346 | 26,852 | — | — | — | ||||||||||||||||||
Processing & Logistics | 8,718 | — | 8,718 | 9,596 | — | 9,596 | ||||||||||||||||||
Corporate and Other | (635 | ) | — | (635 | ) | (625 | ) | — | (625 | ) | ||||||||||||||
Reconciliation to Net Income: | ||||||||||||||||||||||||
Interest expense, net | 3,440 | 1,294 | ||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 20,533 | 7,804 | ||||||||||||||||||||||
Non-cash loss from asset sales | 4,483 | — | ||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (90 | ) | 351 | |||||||||||||||||||||
Non-cash compensation expense | 1,527 | 941 | ||||||||||||||||||||||
Distributions from unconsolidated investment | — | 508 | ||||||||||||||||||||||
Equity in earnings of unconsolidated investment | — | (444 | ) | |||||||||||||||||||||
Non-cash loss allocated to noncontrolling interest | (9,377 | ) | — | |||||||||||||||||||||
Net Income attributable to partners | $ | 32,319 | $ | 17,124 | ||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
Capital Expenditures: | 2015 | 2014 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 3,865 | $ | 9,626 | ||||||||||||||||||||
Crude Oil Transportation & Logistics | 6,480 | 196,437 | ||||||||||||||||||||||
Processing & Logistics | 2,955 | 3,048 | ||||||||||||||||||||||
Corporate and Other | — | — | ||||||||||||||||||||||
Total capital expenditures | $ | 13,300 | $ | 209,111 | ||||||||||||||||||||
Assets: | 31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 719,510 | $ | 716,106 | ||||||||||||||||||||
Crude Oil Transportation & Logistics | 1,391,417 | 1,394,793 | ||||||||||||||||||||||
Processing & Logistics | 337,303 | 340,620 | ||||||||||||||||||||||
Corporate and Other | 5,321 | 5,678 | ||||||||||||||||||||||
Total assets | $ | 2,453,551 | $ | 2,457,197 | ||||||||||||||||||||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Trailblazer Fuel Tracker Filing |
On April 1, 2015, Trailblazer made its annual fuel tracker filing with a proposed effective date of May 1, 2015 in Docket No. RP15-841-000. See Note 12 - Regulatory Matters for details. | |
Tallgrass Energy GP, LP Initial Public Offering | |
On May 6, 2015, Tallgrass Energy GP, LP (“TEGP”), 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 20,000,000 common units representing limited partner interests in TEP, announced the pricing of its initial public offering of 41,500,000 Class A shares representing limited partner interests in TEGP at $29.00 per Class A share. TEGP granted the underwriters an option to purchase up to an additional 6,225,000 Class A shares, which was exercised on May 7, 2015. TEGP anticipates closing its initial public offering on May 12, 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
These unaudited condensed consolidated financial statements and related notes for the three months ended March 31, 2015 and 2014 were prepared in accordance with the accounting principles contained in the Financial Accounting Standards Board’s Accounting Standards Codification, the single source of generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include disclosures required by GAAP for annual periods. The unaudited condensed consolidated financial statements for the three months ended ended March 31, 2015 and 2014 include all normal, recurring adjustments and disclosures that we believe are necessary for a fair presentation of the results for the interim periods. In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Certain prior period amounts have been reclassified to conform to the current presentation. | |
TEP’s financial results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with TEP’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2014 (“2014 Form 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on February 19, 2015. | |
The accompanying condensed consolidated financial statements of TEP include historical cost-basis accounts of the assets of 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 controlling 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. | |
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 the initial 33.3% membership interest in 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 the initial 33.3% membership interest in Pony Express for all periods presented. The acquisition of the additional 33.3% membership interest in Pony Express represents a transaction between entities under common control and an acquisition of noncontrolling interests. As a result, financial information for periods prior to March 1, 2015 have not been recast to reflect the additional 33.3% membership interest. |
The condensed consolidated financial statements include the accounts of TEP and its subsidiaries and controlled affiliates. Significant intra-entity items have been eliminated in the presentation. Net equity contributions of the Predecessor Entities included in the condensed consolidated statements of cash flows represent transfers of cash as a result of TD’s centralized cash management systems 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 33.3% 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 an initial 33.3% membership interest in Pony Express effective September 1, 2014, TEP, TD, and Pony Express entered into the Second Amended and Restated Limited Liability Agreement of Tallgrass Pony Express Pipeline, LLC ("the Second Amended Pony Express LLC Agreement"), which provided TEP a minimum quarterly preference payment of $16.65 million (prorated to approximately $5.4 million for the quarter ended September 30, 2014) through the quarter ending September 30, 2015. Effective March 1, 2015 with TEP's acquisition of an additional 33.3% membership interest in Pony Express, the Second Amended Pony Express LLC Agreement was further amended (as amended, "the Pony Express LLC Agreement") to increase the minimum quarterly preference payment to $36.65 million (prorated to approximately $23.5 million for the quarter ended March 31, 2015) and extend the term of the preference period through the quarter ending December 31, 2015. 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. Under the terms of the Pony Express LLC Agreement, Pony Express distributions and net income for periods beginning after December 31, 2015 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 in its condensed consolidated balance sheets, to the extent material, the assets of its consolidated VIE that can only be used to settle specific obligations of the consolidated VIE, and the liabilities of TEP's consolidated VIE for which creditors do not have recourse to TEP's general credit. Pony Express is considered to be a VIE under the applicable authoritative guidance. Based on a qualitative analysis in accordance with the applicable authoritative guidance, TEP has determined that it is the primary beneficiary as 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 accordingly. For additional information see Note 3 – Variable Interest Entities. | |
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. | |
Accounting Pronouncements Issued But Not Yet Effective | Accounting Pronouncements Issued But Not Yet Effective |
Accounting Standards Update ("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. | |
ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" | |
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis. ASU 2015-02 will change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 will modify the evaluation of whether limited partnerships and other similar legal entities are considered VIEs or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership, and change certain aspects of the consolidation analysis for reporting entities that are involved with VIEs, particularly for those with fee arrangements and related party relationships. | |
The amendments in ASU 2015-02 are effective for public entities for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early application is permitted, including adoption in an interim period. TEP is currently evaluating the impact of ASU 2015-02. |
Variable_Interest_Entity_Table
Variable Interest Entity (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Schedule of Variable Interest Entities [Table Text Block] | The carrying amounts and classifications of the Pony Express assets and liabilities included in TEP's condensed consolidated balance sheets at March 31, 2015 and December 31, 2014 are as follows: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Current assets | $ | 27,315 | $ | 93,019 | ||||
Noncurrent assets | 1,362,803 | 1,300,816 | ||||||
Total assets | $ | 1,390,118 | $ | 1,393,835 | ||||
Current liabilities | $ | 57,336 | $ | 52,547 | ||||
Total liabilities | $ | 57,336 | $ | 52,547 | ||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
Impact of Adjustments Related to Transaction Among Entities Under Common Control, Income Statement | The following tables present the previously reported condensed consolidated statements of income for the three months ended March 31, 2014, adjusted for the acquisitions of Trailblazer and the initial 33.3% membership interest in Pony Express: | ||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
TEP | Consolidate Trailblazer Pipeline Company LLC | Consolidate Tallgrass Pony Express Pipeline, LLC | TEP (As currently reported) | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues: | |||||||||||||||||
Natural gas liquids sales | $ | 48,907 | $ | — | $ | — | $ | 48,907 | |||||||||
Natural gas sales | 2,196 | 2,612 | — | 4,808 | |||||||||||||
Transportation services | 27,051 | 7,053 | — | 34,104 | |||||||||||||
Processing and other revenues | 6,808 | 152 | — | 6,960 | |||||||||||||
Total Revenues | 84,962 | 9,817 | — | 94,779 | |||||||||||||
Operating Costs and Expenses: | |||||||||||||||||
Cost of sales | 45,543 | 2,663 | — | 48,206 | |||||||||||||
Cost of transportation services | 4,903 | 214 | — | 5,117 | |||||||||||||
Operations and maintenance | 7,286 | 727 | — | 8,013 | |||||||||||||
Depreciation and amortization | 6,514 | 1,038 | 757 | 8,309 | |||||||||||||
General and administrative | 6,201 | 448 | — | 6,649 | |||||||||||||
Taxes, other than income taxes | 1,456 | 500 | — | 1,956 | |||||||||||||
Total Operating Costs and Expenses | 71,903 | 5,590 | 757 | 78,250 | |||||||||||||
Operating Income (Loss) | 13,059 | 4,227 | (757 | ) | 16,529 | ||||||||||||
Other (Expense) Income: | |||||||||||||||||
Interest (expense) income, net | (1,324 | ) | 31 | (3 | ) | (1,296 | ) | ||||||||||
Equity in earnings of unconsolidated investment | 444 | — | — | 444 | |||||||||||||
Other income, net | 721 | 219 | — | 940 | |||||||||||||
Total Other (Expense) Income | (159 | ) | 250 | (3 | ) | 88 | |||||||||||
Net Income (Loss) | 12,900 | 4,477 | (760 | ) | 16,617 | ||||||||||||
Net loss attributable to noncontrolling interests | — | — | 507 | 507 | |||||||||||||
Net income (loss) attributable to partners | $ | 12,900 | $ | 4,477 | $ | (253 | ) | $ | 17,124 | ||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Schedule of Transactions with Affiliated Companies | Totals of transactions with affiliated companies are as follows: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Charges to TEP: (1) | ||||||||
Property, plant and equipment, net | $ | 1,307 | $ | 3,400 | ||||
Operation and maintenance | $ | 5,423 | $ | 4,348 | ||||
General and administrative | $ | 9,256 | $ | 4,927 | ||||
(1) | Charges to TEP, inclusive of Pony Express, include directly charged wages and salaries, other compensation and benefits, and shared services. | |||||||
Schedule of Balances with Affiliates Included in Accounts Receivables and Accounts Payable in Consolidated Balance Sheets | Details of balances with affiliates included in "Receivable from related party" and "Accounts payable to related parties" in the condensed consolidated balance sheets are as follows: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
(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 | $ | 2,980 | $ | 3,894 | ||||
Rockies Express Pipeline LLC | 11 | 21 | ||||||
Deeprock Development, LLC | 9 | — | ||||||
Total accounts payable to related parties | $ | 3,000 | $ | 3,915 | ||||
Schedule of Balances of Gas Imbalance with Affiliated Shippers | Balances of gas imbalances with affiliated shippers are as follows: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Affiliate gas balance receivables | $ | 168 | $ | 275 | ||||
Affiliate gas balance payables | $ | 410 | $ | 455 | ||||
Inventory_Tables
Inventory (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Components of Inventory | The components of inventory at March 31, 2015 and December 31, 2014 consisted of the following: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Gas in underground storage | $ | 6,055 | $ | 8,896 | ||||
Materials and supplies | 4,600 | 3,049 | ||||||
Crude oil | 1,592 | 581 | ||||||
Natural gas liquids | 432 | 519 | ||||||
Total inventory | $ | 12,679 | $ | 13,045 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Crude oil pipelines | $ | 961,288 | $ | 939,536 | ||||
Natural gas pipelines | 553,425 | 548,482 | ||||||
Processing and treating assets | 237,049 | 241,671 | ||||||
General and other | 52,666 | 42,719 | ||||||
Construction work in progress | 194,638 | 139,873 | ||||||
Accumulated depreciation and amortization | (77,390 | ) | (59,200 | ) | ||||
Total property, plant and equipment, net | $ | 1,921,676 | $ | 1,853,081 | ||||
Risk_Management_Tables
Risk Management (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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 condensed consolidated balance sheets: | |||||||||||||||
Balance Sheet | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Location | ||||||||||||||||
(in thousands) | ||||||||||||||||
Energy commodity derivative contracts | Current assets | $ | 90 | $ | — | |||||||||||
Derivative Contracts Included in Consolidated Statements of Income | The following table summarizes the impact of derivative contracts for the three months ended March 31, 2015 and 2014: | |||||||||||||||
Amount of gain (loss) recognized in income on derivatives | ||||||||||||||||
Location of | Three Months Ended March 31, | |||||||||||||||
gain (loss) recognized | ||||||||||||||||
in income on derivatives | 2015 | 2014 | ||||||||||||||
(in thousands) | ||||||||||||||||
Derivatives not designated as hedging contracts: | ||||||||||||||||
Energy commodity derivative contracts | Natural gas sales | $ | 90 | $ | (351 | ) | ||||||||||
Derivative Instruments Maximum Potential Exposure To Credit Loss [Table Text Block] | The maximum potential exposure to credit losses on TEP’s derivative contracts at March 31, 2015 was: | |||||||||||||||
Asset Position | ||||||||||||||||
(in thousands) | ||||||||||||||||
Gross | $ | 90 | ||||||||||||||
Netting agreement impact | — | |||||||||||||||
Cash collateral held | — | |||||||||||||||
Net Exposure | $ | 90 | ||||||||||||||
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 March 31, 2015 based on the fair value hierarchy established by the Codification: | |||||||||||||||
Asset fair value measurements using | ||||||||||||||||
Total | Quoted prices in | Significant | Significant | |||||||||||||
active markets | other observable | unobservable | ||||||||||||||
for identical | inputs | inputs | ||||||||||||||
assets | (Level 2) | (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
TEP as of March 31, 2015 | ||||||||||||||||
Energy commodity derivative contracts | $ | 90 | $ | — | $ | 90 | $ | — | ||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
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 TEP's revolving credit facility as of March 31, 2015 and December 31, 2014: | |||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Total capacity under the revolving credit facility | $ | 850,000 | $ | 850,000 | ||||||||||||||||
Less: Outstanding borrowings under the revolving credit facility | (698,000 | ) | (559,000 | ) | ||||||||||||||||
Available capacity under the revolving credit facility | $ | 152,000 | $ | 291,000 | ||||||||||||||||
Carrying Amount and Fair value of TEP's Long-term Debt | The following table sets forth the carrying amount and fair value of TEP’s long-term debt, which is not measured at fair value in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, 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) | ||||||||||||||||||||
March 31, 2015 | $ | — | $ | 698,000 | $ | — | $ | 698,000 | $ | 698,000 | ||||||||||
December 31, 2014 | $ | — | $ | 559,000 | $ | — | $ | 559,000 | $ | 559,000 | ||||||||||
Partnership_Equity_and_Distrib1
Partnership Equity and Distributions (Tables) | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||
Summary of Distributions | The following table shows the distributions for the periods indicated: | ||||||||||||||||||||||
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-Mar-15 | May 14, 2015 (1) | $ | 31,322 | $ | 6,934 | $ | 530 | $ | 38,786 | $ | 0.52 | ||||||||||||
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 | |||||||||||||||||
Net_Income_per_Limited_Partner1
Net Income per Limited Partner Unit (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Summary of Net Income Per Limited Partner Unit | The following table illustrates the Partnership’s calculation of net income per common and subordinated unit for the three months ended March 31, 2015 and 2014: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands, except per unit amounts) | ||||||||
Net Income | $ | 22,990 | $ | 16,617 | ||||
Net loss attributable to noncontrolling interests | 9,329 | 507 | ||||||
Net Income attributable to partners | 32,319 | 17,124 | ||||||
Predecessor operations interest in net income | — | (4,224 | ) | |||||
General partner interest in net income | (7,438 | ) | (382 | ) | ||||
Common and subordinated unitholders' interest in net income | $ | 24,881 | $ | 12,518 | ||||
Basic net income per common and subordinated unit | $ | 0.47 | $ | 0.31 | ||||
Diluted net income per common and subordinated unit | $ | 0.46 | $ | 0.3 | ||||
Basic average number of common and subordinated units outstanding | 52,727 | 40,500 | ||||||
Equity Participation Unit equivalent units | 1,267 | 772 | ||||||
Diluted average number of common and subordinated units outstanding | 53,994 | 41,272 | ||||||
Reporting_Segments_Tables
Reporting Segments (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||
Summary of TEP's Segment Information of Revenue | The following tables set forth TEP’s segment information for the periods indicated: | |||||||||||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||||||||||||||||||
Revenue: | Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||
Revenue | Segment | Revenue | Revenue | Segment | Revenue | |||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 33,610 | $ | (1,346 | ) | $ | 32,264 | $ | 39,631 | $ | (1,255 | ) | $ | 38,376 | ||||||||||
Crude Oil Transportation & Logistics | 50,381 | — | 50,381 | — | — | — | ||||||||||||||||||
Processing & Logistics | 32,030 | — | 32,030 | 56,403 | — | 56,403 | ||||||||||||||||||
Corporate and Other | — | — | — | — | — | — | ||||||||||||||||||
Total revenue | $ | 116,021 | $ | (1,346 | ) | $ | 114,675 | $ | 96,034 | $ | (1,255 | ) | $ | 94,779 | ||||||||||
Summary of TEP's Segment Information of Earnings | ||||||||||||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||||||||||||||||||
Adjusted EBITDA: | Total | Inter- | External | Total | Inter- | External | ||||||||||||||||||
Adjusted | Segment | Adjusted | Adjusted | Segment | Adjusted | |||||||||||||||||||
EBITDA | EBITDA | EBITDA | EBITDA | |||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 19,246 | $ | (1,346 | ) | $ | 17,900 | $ | 19,862 | $ | (1,255 | ) | $ | 18,607 | ||||||||||
Crude Oil Transportation & Logistics | 25,506 | 1,346 | 26,852 | — | — | — | ||||||||||||||||||
Processing & Logistics | 8,718 | — | 8,718 | 9,596 | — | 9,596 | ||||||||||||||||||
Corporate and Other | (635 | ) | — | (635 | ) | (625 | ) | — | (625 | ) | ||||||||||||||
Reconciliation to Net Income: | ||||||||||||||||||||||||
Interest expense, net | 3,440 | 1,294 | ||||||||||||||||||||||
Depreciation and amortization expense, net of noncontrolling interest | 20,533 | 7,804 | ||||||||||||||||||||||
Non-cash loss from asset sales | 4,483 | — | ||||||||||||||||||||||
Non-cash (gain) loss related to derivative instruments | (90 | ) | 351 | |||||||||||||||||||||
Non-cash compensation expense | 1,527 | 941 | ||||||||||||||||||||||
Distributions from unconsolidated investment | — | 508 | ||||||||||||||||||||||
Equity in earnings of unconsolidated investment | — | (444 | ) | |||||||||||||||||||||
Non-cash loss allocated to noncontrolling interest | (9,377 | ) | — | |||||||||||||||||||||
Net Income attributable to partners | $ | 32,319 | $ | 17,124 | ||||||||||||||||||||
Summary of TEP's Segment Information of Assets | ||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||
Capital Expenditures: | 2015 | 2014 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 3,865 | $ | 9,626 | ||||||||||||||||||||
Crude Oil Transportation & Logistics | 6,480 | 196,437 | ||||||||||||||||||||||
Processing & Logistics | 2,955 | 3,048 | ||||||||||||||||||||||
Corporate and Other | — | — | ||||||||||||||||||||||
Total capital expenditures | $ | 13,300 | $ | 209,111 | ||||||||||||||||||||
Assets: | 31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Natural Gas Transportation & Logistics | $ | 719,510 | $ | 716,106 | ||||||||||||||||||||
Crude Oil Transportation & Logistics | 1,391,417 | 1,394,793 | ||||||||||||||||||||||
Processing & Logistics | 337,303 | 340,620 | ||||||||||||||||||||||
Corporate and Other | 5,321 | 5,678 | ||||||||||||||||||||||
Total assets | $ | 2,453,551 | $ | 2,457,197 | ||||||||||||||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Sep. 01, 2014 | Dec. 31, 2014 | Mar. 01, 2015 | Feb. 17, 2015 | |
Organization [Line Items] | |||||
General partner units issued | 834,391 | 834,391 | |||
General partner interest in TEP | 1.40% | ||||
Ownership Interests Held By Public [Member] | |||||
Organization [Line Items] | |||||
Unitholders units outstanding (in shares) | 33,878,625 | ||||
Common Unitholder Percentage Ownership | 56.20% | ||||
Aggregate outstanding common, subordinated and general partner units | 55.50% | ||||
Ownership Interests Held By TD | |||||
Organization [Line Items] | |||||
Unitholders units outstanding (in shares) | 26,355,480 | ||||
Common Unitholder Percentage Ownership | 43.80% | ||||
Aggregate outstanding common, subordinated and general partner units | 43.20% | ||||
Limited Partners Subordinated Units Converted | 16,200,000 | ||||
Pony Express Pipeline | |||||
Organization [Line Items] | |||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | |||
Pony Express Pipeline | |||||
Organization [Line Items] | |||||
Variable Interest Entity, Ownership Percentage | 66.70% | 33.30% | 33.30% |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Accounting Policies (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 01, 2014 | Dec. 31, 2014 | Mar. 01, 2015 | Mar. 31, 2015 |
Pony Express Pipeline | ||||
Business Acquisition [Line Items] | ||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | ||
Equity interest held by noncontrolling interests | 33.30% | |||
Pony Express Pipeline | ||||
Business Acquisition [Line Items] | ||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | 66.70% | |
Preferred Membership, Percentage Acquired | 100.00% | 33.30% | ||
Minimum Quarterly Distribution Required by Partnership Agreement | 16.65 | $36.65 | ||
Minimum Monthly Distribution Required by Partnership Agreement | 5.4 | $23.50 |
Variable_Interest_Entity_Detai
Variable Interest Entity (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 01, 2014 | Dec. 31, 2014 | Mar. 01, 2015 | Mar. 31, 2015 |
Pony Express Pipeline | ||||
Business Acquisition [Line Items] | ||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | ||
Funds Maintained by Pony to Fund Remaining Construction | $270 | |||
Cash Contributed to Pony | 570 | |||
Pony Express Pipeline | ||||
Business Acquisition [Line Items] | ||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | 66.70% | |
Preferred Membership, Percentage Acquired | 100.00% | 33.30% | ||
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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Variable Interest Entity [Line Items] | ||
Assets, Current | $63,552 | $132,281 |
Total Assets | 2,453,551 | 2,457,197 |
Liabilities, Current | 104,386 | 96,568 |
Pony Express Pipeline | ||
Variable Interest Entity [Line Items] | ||
Assets, Current | 27,315 | 93,019 |
Assets, Noncurrent | 1,362,803 | 1,300,816 |
Total Assets | 1,390,118 | 1,393,835 |
Liabilities, Current | 57,336 | 52,547 |
Liabilities | $57,336 | $52,547 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | 13-May-14 | Apr. 01, 2014 | Mar. 01, 2015 | Sep. 01, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
General partner units issued | 834,391 | 834,391 | |||||
Cash Contributed to TD | $700,000,000 | $0 | |||||
Equity interest acquired | 80.00% | ||||||
Business Acquisition, Pro Forma Revenue | 96,700,000 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | 17,400,000 | ||||||
Water Solutions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest acquired | 80.00% | ||||||
Acquisition of Water Solutions | 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 | ||||||
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% | ||||||
Pony Express Pipeline | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | 1-Mar-15 | 1-Sep-14 | |||||
Total consideration | 600,000,000 | ||||||
Acquisitions | 324,328,000 | -3,000,000 | |||||
Common and subordinated units issued, units | 70,340 | ||||||
Variable Interest Entity, Ownership Percentage | 66.70% | 33.30% | 33.30% | ||||
Total Consideration Transferred Directly to TD | 30,000,000 | ||||||
Cash Contributed to TD | 700,000,000 | 27,000,000 | |||||
Percentage of Membership Interest before Effect of New Membership | 1.96% | ||||||
Preferred Membership, Percentage Acquired | 33.30% | 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 | 36,650,000 | 16,650,000 | |||||
Minimum Monthly Distribution Required by Partnership Agreement | 23,500,000 | 5,400,000 | |||||
Grasslands Water Services I, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest ownership percentage | 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] | |||||||
General Partners' contributed capital | 263,000 | ||||||
General Partner | Pony Express Pipeline | |||||||
Business Acquisition [Line Items] | |||||||
Acquisitions | $324,328,000 | ||||||
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, Income Statement (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisition [Line Items] | ||
Natural gas liquids sales | $21,025 | $48,907 |
Natural gas sales | 844 | 4,808 |
Natural gas transportation services | 32,148 | 34,104 |
Processing and other revenues | 10,277 | 6,960 |
Total Revenues | 114,675 | 94,779 |
Cost of sales (exclusive of depreciation and amortization shown below) | 19,593 | 48,206 |
Cost of transportation services | 10,715 | 5,117 |
Operations and maintenance | 9,575 | 8,013 |
Depreciation and amortization | 20,605 | 8,309 |
General and administrative | 12,689 | 6,649 |
Taxes, other than income taxes | 11,297 | 1,956 |
Total Operating Costs and Expenses | 88,957 | 78,250 |
Operating Income | 25,718 | 16,529 |
Interest expense, net | -3,440 | -1,296 |
Equity in earnings of unconsolidated investment | 0 | 444 |
Other Nonoperating Income (Expense) | 712 | 940 |
Total Other (Expense) Income | -2,728 | 88 |
Net income | 22,990 | 16,617 |
Net Income (Loss) Attributable to Noncontrolling Interest | 9,329 | 507 |
Net income attributable to partners | 32,319 | 17,124 |
Tallgrass Energy Partners [Member] | ||
Business Acquisition [Line Items] | ||
Natural gas liquids sales | 48,907 | |
Natural gas sales | 2,196 | |
Natural gas transportation services | 27,051 | |
Processing and other revenues | 6,808 | |
Total Revenues | 84,962 | |
Cost of sales (exclusive of depreciation and amortization shown below) | 45,543 | |
Cost of transportation services | 4,903 | |
Operations and maintenance | 7,286 | |
Depreciation and amortization | 6,514 | |
General and administrative | 6,201 | |
Taxes, other than income taxes | 1,456 | |
Total Operating Costs and Expenses | 71,903 | |
Operating Income | 13,059 | |
Interest expense, net | -1,324 | |
Equity in earnings of unconsolidated investment | 444 | |
Other Nonoperating Income (Expense) | 721 | |
Total Other (Expense) Income | -159 | |
Net income | 12,900 | |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | |
Net income attributable to partners | 12,900 | |
Trailblazer | ||
Business Acquisition [Line Items] | ||
Natural gas liquids sales | 0 | |
Natural gas sales | 2,612 | |
Natural gas transportation services | 7,053 | |
Processing and other revenues | 152 | |
Total Revenues | 9,817 | |
Cost of sales (exclusive of depreciation and amortization shown below) | 2,663 | |
Cost of transportation services | 214 | |
Operations and maintenance | 727 | |
Depreciation and amortization | 1,038 | |
General and administrative | 448 | |
Taxes, other than income taxes | 500 | |
Total Operating Costs and Expenses | 5,590 | |
Operating Income | 4,227 | |
Interest expense, net | 31 | |
Equity in earnings of unconsolidated investment | 0 | |
Other Nonoperating Income (Expense) | 219 | |
Total Other (Expense) Income | 250 | |
Net income | 4,477 | |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | |
Net income attributable to partners | 4,477 | |
Pony Express Pipeline | ||
Business Acquisition [Line Items] | ||
Natural gas liquids sales | 0 | |
Natural gas sales | 0 | |
Natural gas transportation services | 0 | |
Processing and other revenues | 0 | |
Total Revenues | 0 | |
Cost of sales (exclusive of depreciation and amortization shown below) | 0 | |
Cost of transportation services | 0 | |
Operations and maintenance | 0 | |
Depreciation and amortization | 757 | |
General and administrative | 0 | |
Taxes, other than income taxes | 0 | |
Total Operating Costs and Expenses | 757 | |
Operating Income | -757 | |
Interest expense, net | -3 | |
Equity in earnings of unconsolidated investment | 0 | |
Other Nonoperating Income (Expense) | 0 | |
Total Other (Expense) Income | -3 | |
Net income | -760 | |
Net Income (Loss) Attributable to Noncontrolling Interest | 507 | |
Net income attributable to partners | ($253) |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transaction [Line Items] | |
Interest Income, Related Party | $400,000 |
TEP | |
Related Party Transaction [Line Items] | |
Expected general administrative expense reimbursement | 5,400,000 |
Pony Express Pipeline | |
Related Party Transaction [Line Items] | |
Expected general administrative expense reimbursement | 5,200,000 |
Public Company Expense [Member] | |
Related Party Transaction [Line Items] | |
Expected public company cost reimbursement | $635,000 |
Related_Party_Transactions_Sch
Related Party Transactions - Schedule of Transactions with Affiliated Companies (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Operation and maintenance [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses related to transactions with affiliated companies | $5,423 | [1] | $4,348 | [1] |
General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses related to transactions with affiliated companies | 9,256 | [1] | 4,927 | [1] |
Property, Plant and Equipment [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction Costs Capitalized From Transactions With Related Party | $1,307 | $3,400 | ||
[1] | Charges to TEP, inclusive of Pony Express, include directly charged wages and salaries, other compensation and benefits, and shared services. |
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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Related Parties, Current | $0 | $73,393 |
Accounts Payable, Related Parties, Current | 3,000 | 3,915 |
Total payables to affiliated companies | 3,000 | 3,915 |
Tallgrass Operations, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Related Parties, Current | 0 | 73,393 |
Accounts Payable, Related Parties, Current | 2,980 | 3,894 |
Rockies Express Pipeline LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties, Current | 11 | 21 |
Deeprock Development, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties, Current | $9 | $0 |
Related_Party_Transactions_Sch2
Related Party Transactions - Schedule of Balances of Gas Imbalance with Affiliated Shippers (Detail) (Affiliated Shippers [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Affiliated Shippers [Member] | ||
Related Party Transaction [Line Items] | ||
Affiliate gas balance receivables | $168 | $275 |
Affiliate gas balance payables | $410 | $455 |
Inventory_Inventory_Details
Inventory Inventory (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Energy Related Inventory, Natural Gas in Storage | $6,055 | $8,896 |
Inventory, Raw Materials and Supplies, Gross | 4,600 | 3,049 |
Energy Related Inventory, Crude Oil, Products and Merchandise | 1,592 | 581 |
Energy Related Inventory, Natural Gas Liquids | 432 | 519 |
Inventory, Net | $12,679 | $13,045 |
Property_Plant_and_Equipment_C
Property Plant and Equipment - Components of Property Plant and Equipment (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | ($77,390) | ($59,200) |
Property, plant and equipment | 1,921,676 | 1,853,081 |
Crude Oil Pipelines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | 961,288 | 939,536 |
Natural Gas Pipe Lines | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | 553,425 | 548,482 |
Processing & Treating | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | 237,049 | 241,671 |
General and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | 52,666 | 42,719 |
Construction work in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property , plant and equipment | $194,638 | $139,873 |
Risk_Management_Schedule_of_Fa
Risk Management - Schedule of Fair Value of Derivative Contracts (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets at fair value | $90,000 | $0 |
Commodity Contract [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets at fair value | $90,000 | $0 |
Commodity [Member] | Current Portion of Derivative Notional Amount [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 0.9 |
Risk_Management_Derivative_Con
Risk Management - Derivative Contracts Included in Consolidated Statement of Income (Detail) (Derivatives not designated as hedging contracts [Member], Energy commodity derivative contracts [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Derivatives not designated as hedging contracts [Member] | Energy commodity derivative contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) recognized in income on derivatives | $90 | ($351) |
Risk_Management_Derivative_Ins
Risk Management Derivative Instruments Maximum Potential Exposure To Credit Loss (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Credit Derivative Netting Agreement Impact | $0 |
Cash Collateral for Borrowed Securities | 0 |
Derivative Asset, Securities Purchased under Agreements to Resell, Securities Borrowed | $90 |
Risk_Management_Schedule_of_En
Risk Management - Schedule of Energy Commodity Derivative Contracts Based on Fair Value Hierarchy Established by Codification (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets at fair value | $90,000 | $0 |
Commodity Contract [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Asset | 90,000 | |
Derivative assets at fair value | 90,000 | 0 |
Derivative Asset, Securities Purchased under Agreements to Resell, Securities Borrowed, Gross | 90,000 | |
Commodity Contract [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Asset | 0 | |
Commodity Contract [Member] | Significant other observable inputs (Level 2) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Asset | 90,000 | |
Commodity Contract [Member] | Significant unobservable inputs (Level 3) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Asset | $0 |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Oct. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Weighted average interest rate on outstanding borrowings | 2.20% | ||
Senior Revolving Credit Facility [Member] | Barclays Bank [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 850,000 | $850,000 | |
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Consolidated leverage ratio | 5.25 | 4.75 | |
Credit facility commitment fee | 0.50% | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Consolidated interest coverage ratio | 2.5 | ||
Credit facility commitment fee | 0.30% |
Longterm_Debt_Capacity_under_R
Long-term Debt Capacity under Revolving Credit Facility (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | ($698,000) | ($559,000) |
Senior Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Amount Outstanding | -698,000 | -559,000 |
Line of Credit Facility, Remaining Borrowing Capacity | 152,000 | 291,000 |
Barclays Bank [Member] | Senior Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $850,000 | $850,000 |
Longterm_Debt_Carrying_Amount_
Long-term Debt - Carrying Amount and Fair Value of TEP's Long-term Debt (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Fair Value | $698,000 | $559,000 |
Carrying Amount | 698,000 | 559,000 |
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 | 698,000 | 559,000 |
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 | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Mar. 30, 2015 | Feb. 27, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 01, 2014 | Dec. 31, 2014 | Mar. 01, 2015 | Feb. 17, 2015 | |
Limited Partners' Capital Account [Line Items] | ||||||||||||
Distribution Made to Limited Partner, Distribution Date | 14-May-15 | [1] | 13-Feb-15 | 14-Nov-14 | 14-Aug-14 | 14-May-14 | ||||||
Initial public offering of common units | 1,200,000 | 10,000,000 | ||||||||||
Shares Issued, Price Per Share | $50.82 | |||||||||||
Shares Issued, Price Per Share, Net of Underwriters Discount | $49.29 | |||||||||||
Proceeds from public offerings, net of offering costs | $59,300 | $492,600 | $551,949 | $0 | ||||||||
Distributions per Limited Partner unit | $0.52 | $0.49 | $0.41 | $0.38 | $0.33 | |||||||
General partner interest in TEP | 1.40% | |||||||||||
General partner units issued | 834,391 | 834,391 | 834,391 | |||||||||
Pony Express Pipeline | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Variable Interest Entity, Ownership Percentage | 33.30% | 33.30% | ||||||||||
Ownership Interests Held By TD | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Limited Partners Subordinated Units Converted | 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 | |||||||||||
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% | |||||||||||
Pony Express Pipeline | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Variable Interest Entity, Ownership Percentage | 66.70% | 33.30% | 33.30% | |||||||||
Thereafter [Member] | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Percentage of unit holders | 50.00% | |||||||||||
Percentage of general partner | 50.00% | |||||||||||
[1] | (1)B The distribution declared on April 14, 2015 for the first quarter of 2015 will be paid May 14, 2015 subsequent to the date of this Quarterly Report on 60,234,105 common units of record at the close of business on April 24, 2015. |
Partnership_Equity_and_Distrib3
Partnership Equity and Distributions - Summary of Distributions (Detail) (USD $) | 3 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Feb. 27, 2015 | Apr. 24, 2015 | |
Distribution Made to Limited Partner [Line Items] | ||||||||
Contributions from Predecessor Member, net | $63,170 | |||||||
Shares Issued, Price Per Share | $50.82 | |||||||
Distribution Made to Limited Partner, Distribution Date | 14-May-15 | [1] | 13-Feb-15 | 14-Nov-14 | 14-Aug-14 | 14-May-14 | ||
Distributions Limited Partners Common | 31,322 | 23,782 | 20,092 | 18,596 | 13,288 | |||
Distributions declared | 38,786 | 28,294 | 21,663 | 19,684 | 13,688 | |||
Distributions per Limited Partner unit | $0.52 | $0.49 | $0.41 | $0.38 | $0.33 | |||
General Partner | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Contributions from Predecessor Member, net | 0 | |||||||
Distributions General Partner Incentive | 6,934 | 4,039 | 1,208 | 758 | 126 | |||
Distributions declared | $530 | $473 | $363 | $330 | $274 | |||
Common unitholders | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Unitholders units issued (in shares) | 60,234,105 | 32,834,105 | ||||||
Common unitholders | Subsequent Event | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Unitholders units issued (in shares) | 60,234,105 | |||||||
[1] | (1)B The distribution declared on April 14, 2015 for the first quarter of 2015 will be paid May 14, 2015 subsequent to the date of this Quarterly Report on 60,234,105 common units of record at the close of business on April 24, 2015. |
Net_Income_per_Limited_Partner2
Net Income per Limited Partner Unit - Summary of Net Income Per Limited Partner Unit (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net income | $22,990 | $16,617 |
Net Income (Loss) Attributable to Noncontrolling Interest | 9,329 | 507 |
Net income (loss) | 32,319 | 17,124 |
Predecessor operations interest in net income | 0 | -4,224 |
General partner interest in net (income) loss | -7,438 | -382 |
General partner interest in net income | $24,881 | $12,518 |
Basic average number of common and subordinated units outstanding | $0.47 | $0.31 |
Diluted average number of common and subordinated units outstanding | $0.46 | $0.30 |
Basic average number of common and subordinated units outstanding | 52,727 | 40,500 |
Basic average number of common and subordinated units outstanding | 1,267 | 772 |
Diluted average number of common and subordinated units outstanding | 53,994 | 41,272 |
Regulatory_Matters_Regulatory_
Regulatory Matters Regulatory Details (Details) (USD $) | 0 Months Ended | 2 Months Ended | 3 Months Ended | 10 Months Ended | |
Jul. 01, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Nov. 12, 2012 | Aug. 06, 2012 | |
mi | |||||
Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | |||||
Entity Information [Line Items] | |||||
Gas transmission lines owned | 433 | ||||
Trailblazer | |||||
Entity Information [Line Items] | |||||
Cost of Service used by FERC | $25,700,000 | ||||
Rate of Return | 10.94% | ||||
Unrecovered Fuel Costs | $578,000 | $8,400,000 | $6,000,000 |
Legal_and_Environmental_Matter1
Legal and Environmental Matters - Additional Information (Detail) (USD $) | 0 Months Ended | ||||
In Millions, unless otherwise specified | Mar. 12, 2015 | Aug. 31, 2014 | Oct. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
bbl | bbl | ||||
Loss Contingencies [Line Items] | |||||
Aggregate reserves for all claims | $0.60 | $0.60 | |||
Crude Oil Spilled or Leaked | 300 | 200 | |||
Environmental accruals | 5.2 | 5.3 | |||
Tallgrass Interstate Gas Transmission, LLC (TIGT) [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Damages Sought, Value | $2 |
Reporting_Segments_Additional_
Reporting Segments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Reporting_Segments_Summary_of_
Reporting Segments - Summary of TEP's Segment Information of Revenue (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Revenues | $114,675 | $94,779 |
TEP | ||
Segment Reporting Information [Line Items] | ||
Revenues | 114,675 | 94,779 |
TEP | Natural Gas Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 32,264 | 38,376 |
TEP | Crude Oil Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 50,381 | 0 |
TEP | Processing & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 32,030 | 56,403 |
TEP | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
TEP | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 116,021 | 96,034 |
TEP | Operating Segments | Natural Gas Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 33,610 | 39,631 |
TEP | Operating Segments | Crude Oil Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 50,381 | 0 |
TEP | Operating Segments | Processing & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 32,030 | 56,403 |
TEP | Operating Segments | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
TEP | Inter-Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | -1,346 | -1,255 |
TEP | Inter-Segment | Natural Gas Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | -1,346 | -1,255 |
TEP | Inter-Segment | Crude Oil Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
TEP | Inter-Segment | Processing & Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
TEP | Inter-Segment | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | $0 | $0 |
Reporting_Segments_Summary_of_1
Reporting Segments - Summary of TEP's Segment Information of Earnings (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reconciliation to Net Income: | ||
Interest expense (income), net | $3,440 | $1,296 |
Depreciation and amortization expense | 20,605 | 8,309 |
Noncash compensation expense | 1,527 | 941 |
Equity in earnings of unconsolidated investment | 0 | -444 |
Net income (loss) | 32,319 | 17,124 |
TEP | ||
Reconciliation to Net Income: | ||
Net income (loss) | 32,319 | 17,124 |
TEP | Natural Gas Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 17,900 | 18,607 |
TEP | Crude Oil Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 26,852 | 0 |
TEP | Processing & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 8,718 | 9,596 |
TEP | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | -635 | -625 |
TEP | Operating Segments | Natural Gas Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 19,246 | 19,862 |
TEP | Operating Segments | Crude Oil Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 25,506 | 0 |
TEP | Operating Segments | Processing & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 8,718 | 9,596 |
TEP | Operating Segments | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | -635 | -625 |
TEP | Inter-Segment | Natural Gas Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | -1,346 | -1,255 |
TEP | Inter-Segment | Crude Oil Transportation & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 1,346 | 0 |
TEP | Inter-Segment | Processing & Logistics | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 0 | 0 |
TEP | Inter-Segment | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 0 | 0 |
TEP | Segment Reconciling Items | ||
Reconciliation to Net Income: | ||
Interest expense (income), net | 3,440 | 1,294 |
Depreciation and amortization expense | 20,533 | 7,804 |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | -4,483 | 0 |
Non-cash (gain) loss related to derivative instruments | -90 | 351 |
Noncash compensation expense | 1,527 | 941 |
Distributions from unconsolidated investment | 0 | 508 |
Equity in earnings of unconsolidated investment | 0 | -444 |
Non-cash loss allocated to noncontrolling interest | ($9,377) | $0 |
Reporting_Segments_Summary_of_2
Reporting Segments - Summary of TEP's Segment Information of Assets (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | |||
Segment assets | $2,453,551 | $2,457,197 | |
Natural Gas Transportation & Logistics | |||
Segment Reporting Information [Line Items] | |||
Segment assets | 719,510 | 716,106 | |
Crude Oil Transportation and Logistics | |||
Segment Reporting Information [Line Items] | |||
Segment assets | 1,391,417 | 1,394,793 | |
Processing & Logistics | |||
Segment Reporting Information [Line Items] | |||
Segment assets | 337,303 | 340,620 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Segment assets | 5,321 | 5,678 | |
TEP | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 13,300 | 209,111 | |
TEP | Natural Gas Transportation & Logistics | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 3,865 | 9,626 | |
TEP | Crude Oil Transportation and Logistics | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 6,480 | 196,437 | |
TEP | Processing & Logistics | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 2,955 | 3,048 | |
TEP | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $0 | $0 |
Subsequent_Events_Subsequent_E
Subsequent Events Subsequent Events (Details) (USD $) | 0 Months Ended | ||
Mar. 30, 2015 | Feb. 27, 2015 | 12-May-15 | |
Subsequent Event [Line Items] | |||
Initial public offering of common units (in units) | 1,200,000 | 10,000,000 | |
Unit price ($ per share) | $50.82 | ||
Scenario, Forecast | Limited Partner | TEGP | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Unitholders units outstanding (in units) | 20,000,000 | ||
Scenario, Forecast | Limited Partner | Capital Unit, Class A | TEGP | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Initial public offering of common units (in units) | 41,500,000 | ||
Unit price ($ per share) | $29 | ||
Over-Allotment Option | Scenario, Forecast | Limited Partner | Capital Unit, Class A | TEGP | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Initial public offering of common units (in units) | 6,225,000 |