Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 02, 2015 |
Entity Information [Line Items] | |||
Entity Registrant Name | QEP MIDSTREAM PARTNERS, LP | ||
Entity Central Index Key | 1576044 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Entity Public Float | $592.70 | ||
Limited Partners Common Units | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 26,741,330 | ||
Limited Partners Subordinated Units | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 26,705,000 | ||
General Partner Units | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,090,495 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 5 Months Ended | 12 Months Ended | 7 Months Ended | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Aug. 13, 2013 | Dec. 31, 2012 | ||
Operating Expenses | ||||||
Loss from early extinguishment of debt | $2.40 | |||||
Net income | 19.1 | 50 | ||||
Successor | ||||||
Revenues | ||||||
Gathering and transportation | 46.1 | 117.9 | ||||
Condensate sales | 2 | 5.3 | ||||
Total revenues | 48.1 | 123.2 | ||||
Operating Expenses | ||||||
Gathering | 9.8 | 24.5 | ||||
General and administrative | 5.5 | 17.8 | ||||
Taxes other than income taxes | 0.8 | 2 | ||||
Depreciation and amortization | 11.7 | 32 | ||||
Total operating expenses | 27.8 | 76.3 | ||||
Net loss from property sales | 0 | 0 | ||||
Operating income | 20.3 | 46.9 | ||||
Other income | 0 | 0 | ||||
Income from unconsolidated affiliates | 1.2 | 13.2 | ||||
Loss from early extinguishment of debt | 0 | -2.4 | ||||
Interest expense | -0.9 | -4 | ||||
Net income | 20.6 | 53.7 | ||||
Net income attributable to noncontrolling interest | -1.5 | -3.7 | ||||
Net income | 19.1 | 50 | ||||
Weighted-average limited partner units outstanding (basic and diluted) | ||||||
Cash distributions per unit | $0.39 | [1] | $1.16 | [1] | ||
Predecessor | ||||||
Revenues | ||||||
Gathering and transportation | 92.9 | 151.3 | ||||
Condensate sales | 7.4 | 10.9 | ||||
Total revenues | 100.3 | 162.2 | ||||
Operating Expenses | ||||||
Gathering | 19.7 | 29.9 | ||||
General and administrative | 13.6 | 17 | ||||
Taxes other than income taxes | 1.3 | 3.1 | ||||
Depreciation and amortization | 25 | 39.8 | ||||
Total operating expenses | 59.6 | 89.8 | ||||
Net loss from property sales | -0.5 | 0 | ||||
Operating income | 40.2 | 72.4 | ||||
Other income | 0 | 0.1 | ||||
Income from unconsolidated affiliates | 3.8 | 7.2 | ||||
Loss from early extinguishment of debt | 0 | 0 | ||||
Interest expense | -2.6 | -8.7 | ||||
Net income | 41.4 | 71 | ||||
Net income attributable to noncontrolling interest | -2.5 | -3.7 | ||||
Net income | 38.9 | 67.3 | ||||
Limited Partners Common Units | Successor | ||||||
Operating Expenses | ||||||
Net income | 9.3 | 24.3 | ||||
Net income attributable to QEP Midstream per limited partner unit (basic and diluted) | ||||||
Net income attributable to QEP Midstream per limited partner unit (basic and diluted) | $0.35 | $0.91 | ||||
Weighted-average limited partner units outstanding (basic and diluted) | ||||||
Weighted-average limited partnership units outstanding (basic and diluted) | 26.7 | 26.7 | ||||
Limited Partners Subordinated Units | Successor | ||||||
Operating Expenses | ||||||
Net income | $9.30 | $24.30 | ||||
Net income attributable to QEP Midstream per limited partner unit (basic and diluted) | ||||||
Net income attributable to QEP Midstream per limited partner unit (basic and diluted) | $0.35 | $0.91 | ||||
Weighted-average limited partner units outstanding (basic and diluted) | ||||||
Weighted-average limited partnership units outstanding (basic and diluted) | 26.7 | 26.7 | ||||
[1] | Represents the cash distributions declared related to the period presented. |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (Successor, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Successor | ||
Current assets | ||
Cash and cash equivalents | $15.30 | $19 |
Accounts receivable, net | 12.3 | 9.1 |
Accounts receivable from affiliate | 2.3 | 25.5 |
Natural gas imbalance receivable | 6.8 | 1.7 |
Total current assets | 36.7 | 55.3 |
Property, plant and equipment, net | 476.4 | 493.4 |
Investment in unconsolidated affiliates | 135.5 | 27.8 |
Other noncurrent assets | 0.3 | 3.4 |
Total assets | 648.9 | 579.9 |
Current liabilities | ||
Accounts payable | 5.1 | 6.6 |
Accounts payable to affiliate | 0.6 | 9 |
Natural gas imbalance liability | 6.8 | 1.7 |
Deferred revenue | 1.6 | 9.6 |
Other current liabilities | 0.5 | 0.2 |
Total current liabilities | 14.6 | 27.1 |
Affiliate long-term debt | 210 | 0 |
Asset retirement obligation | 14.2 | 13.3 |
Deferred revenue | 10.9 | 11.9 |
Total long-term liabilities | 235.1 | 25.2 |
Commitments and contingencies (see Note 10) | ||
EQUITY | ||
Limited partner common units - 26.7 million units issued and outstanding | 392.8 | 411.7 |
Limited partner subordinated units - 26.7 million units issued and outstanding | -35.6 | 68 |
General partner units - 1.1 million units issued and outstanding | -0.8 | 2.5 |
Total partners' Capital | 356.4 | 482.2 |
Noncontrolling interest | 42.8 | 45.4 |
Total net equity | 399.2 | 527.6 |
Total liabilities and equity | $648.90 | $579.90 |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parentheticals) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Limited partner common units issued (units) | 26.7 | 26.7 |
Limited partner subordinated units issued (units) | 26.7 | 26.7 |
General partner units issued (units) | 1.1 | 1.1 |
Limited partner common units outstanding (units) | 26.7 | 26.7 |
Limited partner subordinated units outstanding (units) | 26.7 | 26.7 |
General partner units outstanding (units) | 1.1 | 1.1 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 13, 2013 | Dec. 31, 2012 |
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Non-cash loss on early extinguishment of debt | ($2.40) | |||
Successor | ||||
OPERATING ACTIVITIES | ||||
Net income | 53.7 | 20.6 | ||
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Depreciation and amortization | 32 | 11.7 | ||
Equity-based compensation expense | 0.6 | 0.4 | ||
Income from unconsolidated affiliates | -13.2 | -1.2 | ||
Distributions from unconsolidated affiliates | 12.2 | 1.3 | ||
Non-cash loss on early extinguishment of debt | 2.4 | 0 | ||
Amortization of debt issuance costs | 0.6 | 0.2 | ||
Net loss from asset sales | 0 | 0 | ||
Changes in operating assets and liabilities | ||||
Accounts receivable | 26.5 | -8.3 | ||
Accounts payable and accrued expenses | -5.9 | 0.3 | ||
Other | -8.6 | 6.6 | ||
Net cash provided by operating activities | 100.3 | 31.6 | ||
INVESTING ACTIVITIES | ||||
Property, plant and equipment | -18.3 | -14.2 | ||
Equity investments | -106.9 | 0 | ||
Contributions to equity investment | -2.5 | 0 | ||
Distributions from equity investments in excess of cumulative earnings | 2.8 | 0 | ||
Proceeds from sale of assets | 0 | 0.5 | ||
Net cash used in investing activities | -124.9 | -13.7 | ||
FINANCING ACTIVITIES | ||||
Issuance of long-term debt | 529.5 | 0 | ||
Repayments of long-term debt | -319.5 | -95.5 | ||
Long-term debt issuance costs | 0 | -3.3 | ||
Net proceeds from initial public offering | 0 | 449.6 | ||
Proceeds from initial public offering distributed to parent | 0 | -351.1 | ||
Contributions from (distributions to) parent, net | 0.9 | 9.6 | ||
Green River Processing Acquisition - purchase price in excess of net assets acquired | -123.1 | 0 | ||
Distribution to unitholders | -60.6 | -7.1 | ||
Distribution to noncontrolling interest | -6.3 | -2.2 | ||
Net cash provided by (used in) financing activities | 20.9 | 0 | ||
Change in cash and cash equivalents | -3.7 | 17.9 | ||
Beginning cash and cash equivalents | 19 | 1.1 | ||
Ending cash and cash equivalents | 15.3 | 19 | ||
Non-cash investing activities | ||||
Cash paid for interest | -3.4 | -0.7 | ||
Change in capital expenditure accrual balance | -4.2 | 4.3 | ||
Predecessor | ||||
OPERATING ACTIVITIES | ||||
Net income | 41.4 | 71 | ||
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Depreciation and amortization | 25 | 39.8 | ||
Equity-based compensation expense | 0.4 | 0 | 0 | |
Income from unconsolidated affiliates | -3.8 | -7.2 | ||
Distributions from unconsolidated affiliates | 4.9 | 7.8 | ||
Non-cash loss on early extinguishment of debt | 0 | 0 | ||
Amortization of debt issuance costs | 0 | 0 | ||
Net loss from asset sales | 0.5 | 0 | ||
Changes in operating assets and liabilities | ||||
Accounts receivable | 17.8 | -2.4 | ||
Accounts payable and accrued expenses | 8.9 | -1.6 | ||
Other | -3.8 | -0.4 | ||
Net cash provided by operating activities | 90.9 | 107 | ||
INVESTING ACTIVITIES | ||||
Property, plant and equipment | -9.1 | -43.7 | ||
Equity investments | 0 | 0 | ||
Contributions to equity investment | 0 | 0 | ||
Distributions from equity investments in excess of cumulative earnings | 0 | 0 | ||
Proceeds from sale of assets | 0.6 | 0.3 | ||
Net cash used in investing activities | -8.5 | -43.4 | ||
FINANCING ACTIVITIES | ||||
Issuance of long-term debt | 0 | 0 | ||
Repayments of long-term debt | -66.4 | -43.6 | ||
Long-term debt issuance costs | 0 | 0 | ||
Net proceeds from initial public offering | 0 | 0 | ||
Proceeds from initial public offering distributed to parent | 0 | 0 | ||
Contributions from (distributions to) parent, net | -12.2 | -14.5 | ||
Green River Processing Acquisition - purchase price in excess of net assets acquired | 0 | 0 | ||
Distribution to unitholders | 0 | 0 | ||
Distribution to noncontrolling interest | -4.1 | -6.6 | ||
Net cash provided by (used in) financing activities | -82.7 | -64.7 | ||
Change in cash and cash equivalents | -0.3 | -1.1 | ||
Beginning cash and cash equivalents | 1.1 | 1.4 | 2.5 | |
Ending cash and cash equivalents | 1.1 | 1.4 | ||
Non-cash investing activities | ||||
Cash paid for interest | 0 | 0 | ||
Change in capital expenditure accrual balance | ($1.60) | ($1.30) |
Consolidated_Statement_of_Equi
Consolidated Statement of Equity - Successor Statement (USD $) | Total | Successor | Successor | Successor | Successor | Successor |
In Millions, except Share data | USD ($) | Limited Partners Common Units | Limited Partners Subordinated Units | General Partner Units | Noncontrolling Interest | |
USD ($) | USD ($) | USD ($) | USD ($) | |||
Balance at beginning of period (Amount) at Aug. 13, 2013 | ||||||
Contribution of net assets (units) | 3,700,000 | 26,700,000 | 1,100,000 | |||
Contribution of net assets (amount) | $407.80 | $72.20 | $287.30 | $2.20 | $46.10 | |
Net Proceeds from Initial Public Offering (units) | 23,000,000 | |||||
Net Proceeds from Initial Public Offering (amount) | 449.6 | 449.6 | 0 | 0 | 0 | |
Proceeds from initial public offering distributed to parent | -351.1 | -117.5 | -233.6 | |||
Contributions from parent | 9.6 | 1.1 | 8.5 | |||
Distributions to noncontrolling interest | -2.2 | -2.2 | ||||
Distributions to unitholders | -7.1 | -3.5 | -3.5 | -0.1 | ||
Equity-based compensation | 0.4 | 0.4 | ||||
Other | 0 | 0.1 | -0.1 | |||
Net income | 20.6 | 9.3 | 9.3 | 0.5 | 1.5 | |
Balance at end of period (Amount) at Dec. 31, 2013 | 527.6 | 411.7 | 68 | 2.5 | 45.4 | |
Balance at end of period (units) at Dec. 31, 2013 | 26,700,000 | 26,700,000 | 1,100,000 | |||
Balance at beginning of period (Amount) at Sep. 30, 2013 | ||||||
Net income | 13.5 | |||||
Balance at end of period (Amount) at Dec. 31, 2013 | 527.6 | |||||
Net income | 12.5 | |||||
Balance at end of period (Amount) at Mar. 31, 2014 | ||||||
Balance at beginning of period (Amount) at Dec. 31, 2013 | 527.6 | 411.7 | 68 | 2.5 | 45.4 | |
Balance at beginning of period (units) at Dec. 31, 2013 | 26,700,000 | 26,700,000 | 1,100,000 | |||
Contributions from parent | 7.4 | 0.8 | 6.4 | 0.2 | 0 | |
Distributions to noncontrolling interest | -6.3 | -6.3 | ||||
Distributions to unitholders | -60.6 | -29.7 | -29.7 | -1.2 | ||
Equity-based compensation | 0.5 | 0.5 | ||||
Purchase price in excess of net assets of Green River Processing acquisition | -123.1 | -14.8 | -104.6 | -3.7 | ||
Net income | 53.7 | 24.3 | 24.3 | 1.4 | 3.7 | |
Balance at end of period (Amount) at Dec. 31, 2014 | 399.2 | 392.8 | -35.6 | -0.8 | 42.8 | |
Balance at end of period (units) at Dec. 31, 2014 | 26,700,000 | 26,700,000 | 1,100,000 | |||
Balance at beginning of period (Amount) at Sep. 30, 2014 | ||||||
Net income | 15.7 | |||||
Balance at end of period (Amount) at Dec. 31, 2014 | $399.20 |
Consolidated_Statement_of_Equi1
Consolidated Statement of Equity - Predecessor (Predecessor, USD $) | Predecessor | Predecessor | Predecessor |
In Millions, unless otherwise specified | USD ($) | Parent Net Investment | Noncontrolling Interest |
USD ($) | USD ($) | ||
Balance at beginning of period (Amount) at Dec. 31, 2011 | $502.40 | $451.80 | $50.60 |
Increase (Decrease) in Stockholders' Equity | |||
Net income | 71 | 67.3 | 3.7 |
Distributions to parent, net | -14.5 | -14.5 | 0 |
Distributions to noncontrolling interest | -6.6 | 0 | -6.6 |
Balance at end of period (Amount) at Dec. 31, 2012 | 552.3 | 504.6 | 47.7 |
Increase (Decrease) in Stockholders' Equity | |||
Net income | 16 | ||
Balance at end of period (Amount) at Mar. 31, 2013 | |||
Balance at beginning of period (Amount) at Dec. 31, 2012 | 552.3 | 504.6 | 47.7 |
Increase (Decrease) in Stockholders' Equity | |||
Net income | 41.4 | 38.9 | 2.5 |
Distributions to parent, net | -12.2 | -12.2 | 0 |
Distributions to noncontrolling interest | -4.1 | 0 | -4.1 |
Balance at end of period (Amount) at Aug. 13, 2013 | 577.4 | 531.3 | 46.1 |
Balance at beginning of period (Amount) at Jun. 30, 2013 | |||
Increase (Decrease) in Stockholders' Equity | |||
Net income | 7.7 | ||
Balance at end of period (Amount) at Aug. 13, 2013 | $577.40 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Entity Information [Line Items] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation |
Description of Business | |
QEP Midstream Partners, LP (the “Partnership”) was formed in Delaware on April 19, 2013, to own, operate, acquire and develop midstream energy assets. The Partnership’s assets consist of ownership interests in four gathering systems and two FERC regulated pipelines through which we provide natural gas and crude oil gathering and transportation services in Colorado, North Dakota, Utah and Wyoming. In addition, in July 2014, the Partnership acquired a 40% interest in Green River Processing, LLC (“Green River Processing”). Refer to Note 3 - Acquisitions for further detail. | |
On August 14, 2013, the Partnership completed its initial public offering (the “IPO”) of 20.0 million common units representing limited partner interests in the Partnership. In addition, as of September 4, 2013, the underwriters had exercised their option to purchase an additional 3.0 million common units. Unless the context otherwise requires, references in this report to “Predecessor,” “we,” “our,” “us,” or like terms, when used on a historical basis (periods prior to the IPO on August 14, 2013), refer to QEP Midstream Partners, LP Predecessor (the “Predecessor”). References in this report to “QEP Midstream,” the “Partnership,” “Successor,” “we,” “our,” “us,” or like terms, when used from and after August 14, 2013, in the present tense or prospectively, refer to QEP Midstream Partners, LP and its subsidiaries. For purposes of these financial statements, “QEP Resources” refers to QEP Resources, Inc. and its consolidated subsidiaries, “TLLP” refers to Tesoro Logistics LP and its consolidated subsidiaries and “QEPFS” refers to QEP Field Services, LLC. | |
As part of the IPO, QEP Midstream Partners GP, LLC (our “General Partner”) and QEP Field Services Company (“QEPFSC”), collectively contributed to the Partnership a 100% ownership interest in each of QEP Midstream Partners Operating, LLC (the “Operating Company”), QEPM Gathering I, LLC and Rendezvous Pipeline Company, LLC (“Rendezvous Pipeline”), a 78% interest in Rendezvous Gas Services, L.L.C. (“Rendezvous Gas”), and a 50% equity interest in Three Rivers Gathering, L.L.C. (“Three Rivers Gathering”). | |
On December 2, 2014, QEP Resources’ midstream business was acquired by TLLP, which included all of the issued and outstanding membership interest of QEPFS, a wholly-owned subsidiary of QEPFSC formed for purposes of consummating the QEP Field Services acquisition, pursuant to the Membership Interest Purchase Agreement, dated as of October 19, 2014, by and between TLLP and QEPFSC. QEPFS is the owner of the General Partner, which owns a 2% general partner interest in QEP Midstream and all of the Partnership’s incentive distribution rights (“IDRs”). The acquisition also included an approximate 56% limited partner interest in the Partnership (collectively, the “Acquisition”). Prior to the Acquisition, QEPFSC owned and operated QEP Midstream’s general partner. This resulted in a change of control of the Partnership’s general partner and the Partnership became a consolidated subsidiary of TLLP on the acquisition date. The transaction included consideration of $230.0 million paid by TLLP to QEP Resources, which was used to refinance the Partnership’s debt outstanding under the Partnership’s $500.0 million revolving credit facility (the “Prior Credit Facility”). The transaction did not involve the sale or purchase of any QEP Midstream common units held by the public. Prior to this transaction, QEP Resources, through its wholly-owned subsidiary QEPFSC, served as the Partnership’s general partner and owned a 2% general partner interest, all of the Partnership’s incentive distribution rights and an approximate 56% limited partner interest in the Partnership. | |
The General Partner serves as general partner of the Partnership and, together with TLLP, provides services to the Partnership pursuant to the First Amended and Restated Omnibus Agreement (the “Amended Omnibus Agreement”), entered into in connection with the Acquisition. The Amended Omnibus Agreement, dated December 2, 2014, amended and restated the Omnibus Agreement dated August 14, 2013, (the “Original Omnibus Agreement”), entered into in connection with the closing of the IPO. | |
Basis of Presentation | |
The consolidated financial statements were prepared in accordance with GAAP and with the instructions for annual reports on Form 10-K and Regulations S-X and S-K. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
The consolidated financial statements and accompanying notes prior to the IPO (August 14, 2013) relate to the Predecessor and have been prepared in accordance with GAAP on the basis of QEP Resources’ historical ownership of the Predecessor assets. The Predecessor’s consolidated financial statements have been prepared from the separate records maintained by QEP Resources and may not necessarily be indicative of the actual results of operations that might have occurred if the Predecessor had been operated separately during the periods reported. Because a direct ownership relationship did not exist among the businesses comprising the Predecessor, the net investment in the Predecessor is shown as parent net investment, in lieu of owner’s equity, in the audited consolidated financial statements. Further, management does not believe that these financial statements are necessarily comparable to the financial statements reported by the Partnership for periods subsequent to the IPO nor reflective of other transactions that resulted in the capitalization and start-up of the Partnership. Refer to Item 7 of Part II of this Annual Report on Form 10-K for a description of the significant factors affecting the comparability of the Predecessor’s historical results of operations and those of the Partnership subsequent to the IPO. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||
Use of Estimates | ||||||||
The preparation of the consolidated financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets, liabilities and the disclosure of contingent assets and liabilities. Items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for receivables, valuation of accrued liabilities and accrued revenue, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. | ||||||||
Cash and Cash Equivalents | ||||||||
Historically, the majority of the Predecessor’s operations were funded by QEP Resources and managed under QEP Resources’ centralized cash management program. We maintain our own bank accounts and sources of liquidity. Cash equivalents consist principally of repurchase agreements with maturities of three months or less. The repurchase agreements are highly liquid investments in overnight securities made through commercial-bank accounts that result in available funds the next business day. | ||||||||
Accounts Receivable Trade | ||||||||
QEP Midstream’s receivables primarily consist of third party invoices. We routinely assess the recoverability of all material trade and other receivables to determine their collectability. The Partnership’s allowance for doubtful accounts was $0.1 million at December 31, 2014. The Partnership had no allowance for doubtful accounts at December 31, 2013. | ||||||||
Natural Gas Imbalances | ||||||||
Natural gas imbalance receivables or payables result from differences in gas volumes nominated compared to gas volumes received and gas volumes delivered to counterparties. Imbalances are shown gross as the receivable and payable are with different counterparties. Natural gas volumes owed to or by QEP Midstream that are subject to tariffs are valued at market index prices, as of the balance sheet dates, and are subject to cash settlement procedures. Other natural gas volumes owed to or by QEP Midstream are valued at our weighted average cost of natural gas as of the balance sheet dates and are settled in-kind. | ||||||||
Property, Plant and Equipment | ||||||||
Property, plant and equipment primarily consists of natural gas and crude oil gathering pipelines, transmission pipelines and compressors and are stated at the lower of historical cost, less accumulated depreciation or fair value, if impaired. We capitalize construction-related direct labor and material costs. Maintenance and repair costs are expensed as incurred, except substantial compression overhaul costs that are capitalized and depreciated. Depreciation of gathering equipment is charged to expense using the straight-line method. | ||||||||
Impairment of Long-Lived Assets | ||||||||
We evaluate whether long-lived assets have been impaired and determine if the carrying amount of our assets may not be recoverable. Impairment is indicated when a triggering event occurs and/or the sum of the estimated undiscounted future net cash flows of an evaluated asset is less than the asset’s carrying value. If impairment is indicated, fair value is calculated using a discounted cash flow approach. Cash flow estimates require forecasts and assumptions for many years into the future for a variety of factors, including significant changes in market conditions resulting from events such as changes in commodity prices or the condition of an asset or a change in management’s intent to utilize the asset. There were no long-lived asset impairments recognized during 2014, 2013 or 2012. | ||||||||
Investment in Unconsolidated Affiliates | ||||||||
We use the equity method to account for investment in unconsolidated affiliates. The investment in unconsolidated affiliates on the Consolidated Balance Sheets equals our proportionate share of equity reported by the unconsolidated affiliates. The investment is assessed for possible impairment when events indicate that the fair value of the investment may be below the carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in the determination of net income. | ||||||||
The unconsolidated affiliates of the Partnership and the ownership percentage as of December 31, 2014, were Three Rivers Gathering (50%) and Green River Processing (40%). The unconsolidated affiliate of the Partnership and the ownership percentage as of December 31, 2013 was Three Rivers Gathering (50%). | ||||||||
Asset Retirement Obligations (“AROs”) | ||||||||
AROs are associated with the retirement of tangible long-lived assets and are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets in the period incurred. The cost of the tangible asset, including the asset retirement costs, is depreciated over the useful life of the asset. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at our credit-adjusted, risk-free interest rate. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. If estimated future costs of AROs change, an adjustment is recorded to both the AROs and the long-lived asset. Revisions to estimated AROs can result from changes in retirement cost estimates, revisions to estimated inflation rates and changes in the estimated timing of abandonment. | ||||||||
The initial measurement of AROs at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with property, plant and equipment. Significant Level 3 inputs used in the calculation of AROs include retirement costs and asset lives. Refer to Note 7 - Asset Retirement Obligations for a reconciliation of the Partnership’s AROs. | ||||||||
Environmental Matters | ||||||||
We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and the extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Generally, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value, and environmental expenses are recorded primarily in operating expenses. | ||||||||
Litigation and Other Contingencies | ||||||||
In accordance with Accounting Standards Codification (“ASC”) 450, Contingencies, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. We regularly reviews contingencies to determine the adequacy of our accruals and related disclosures. The amount of ultimate loss may differ from these estimates. Refer to Note 10 - Commitments and Contingencies. | ||||||||
We accrue losses associated with environmental obligations when such losses are probable and can be reasonably estimated. Accruals for estimated environmental losses are recognized no later than at the time the remediation feasibility study, or the evaluation of response options, is complete. These accruals are adjusted as additional information becomes available or as circumstances change. Future environmental expenditures are not discounted to their present value. Recoveries of environmental costs from other parties are recorded separately as assets at their undiscounted value when receipt of such recoveries is probable. | ||||||||
Noncontrolling Interests | ||||||||
QEP Midstream has a 78% interest in Rendezvous Gas , a joint venture with Western Gas Partners, LP (“Western Gas”), which owns a gas gathering system located in Wyoming. Rendezvous Gas is consolidated under the voting interest model and Western Gas’ non-controlling interest is presented on the Consolidated Statements of Income and Consolidated Balance Sheets accordingly. | ||||||||
Fair Value Measurements | ||||||||
There were no assets recorded at fair value as of December 31, 2014 or 2013. We believe the carrying values of our current assets and liabilities approximate fair value. The carrying amount of our affiliate long-term debt approximates fair value. | ||||||||
Revenue Recognition | ||||||||
We provide natural gas gathering and transportation services, primarily under fee-based contracts. Under these arrangements, we receive a fee or fees for one or more of the following services: firm and interruptible gathering or transmission of natural gas, crude oil, condensate, and water. The revenue we earn from these arrangements is generally directly related to the volume of natural gas, crude oil, or water that flows through the our systems and is not directly dependent on commodity prices. Revenue for these agreements is generally recognized at the time the service is performed. The Partnership defers revenue it receives for certain deficiency payments where the third party has the ability to meet the minimum volume commitment in a subsequent period pursuant to the terms of the specific agreement. In addition, under certain of these gathering agreements, we retain and sell condensate, which falls out of the natural gas stream during the gathering process. We recognize revenue from condensate sales upon transfer of title. | ||||||||
Credit Risk | ||||||||
Exposure to credit risk may be affected by the concentration of customers due to changes in economic or other conditions. Customers may include commercial and industrial enterprises that may react differently to changing conditions. Management believes that its credit-review procedures, loss reserves, customer deposits and collection procedures have adequately provided for usual and customary credit-related losses. | ||||||||
The customers accounting for 10% or more of QEP Midstream’s revenues for the period from August 14, 2013, through December 31, 2013, and for the year ended December 31, 2014 include (in millions): | ||||||||
Year Ended December 31, 2014 | Period from August 14, 2013, through December 31, 2013 | |||||||
QEP Resources | $ | 81.9 | $ | 32.8 | ||||
Questar Gas Company | 18.8 | 7.5 | ||||||
Equity-Based Compensation | ||||||||
The Predecessor’s financial statements reflect various share-based compensation awards by QEP Resources. These awards include stock options, restricted shares and performance share units. For purposes of these combined financial statements, the Predecessor recognized as expense in each period the required allocation from QEP Resources, with the offset included in net parent equity. | ||||||||
In connection with the IPO, the Board of Directors of our General Partner (the “Board”) adopted the QEP Midstream 2013 Long-Term Incentive Plan (the “LTIP”) for officers, directors and employees of the General Partner and its affiliates, and any consultants, affiliates of the General Partner or other individuals who perform services for the Partnership. The LTIP provides for the grant, at the discretion of the Board, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other equity-based awards. Refer to Note 9 - Equity-Based Compensation for additional information on the Partnership’s LTIP. | ||||||||
Income Taxes | ||||||||
We are a limited partnership and are not subject to federal or state income taxes. Accordingly, our taxable income or loss is included in the federal and state income tax returns of our partners. Taxable income may vary substantially from income or loss reported for financial reporting purposes due to differences in the tax bases and financial reporting bases of assets and liabilities, and due to certain taxable income allocation requirements of the partnership agreement. We are unable to readily determine the net difference in the bases of our assets and liabilities for financial and tax reporting purposes because individual unitholders have different investment bases depending upon the timing and price of acquisition of their partnership units. | ||||||||
GAAP requires management to evaluate uncertain tax positions taken by the Partnership. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Partnership and has concluded that there are no uncertain positions taken or expected to be taken. The Partnership is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax periods in progress. | ||||||||
Net Income per Limited Partner Unit | ||||||||
We use the two-class method when calculating the net income per unit applicable to limited partners, because we have more than one participating security. Our participating securities consist of common units, subordinated units, general partner units and IDRs. Net income attributable to the Partnership is allocated between the limited and general partners in accordance with our partnership agreement. We base our calculation of net income per unit on the weighted-average number of common and subordinated limited partner units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, which consist of unvested service and performance phantom units. Basic and diluted net income per unit applicable to subordinated limited partners was historically the same, as there were no potentially dilutive subordinated units outstanding. Distributions less than or greater than earnings are allocated in accordance with our partnership agreement. | ||||||||
Recent Accounting Developments | ||||||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which seeks to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The amendments are effective prospectively for reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Partnership is currently evaluating the impact of this standard on its consolidated financial statements. | ||||||||
In November 2014, the FASB issued ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The guidance provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period. If pushdown accounting is applied, that election is irrevocable. The Securities and Exchange Commission responded by rescinding its guidance on pushdown accounting, which had required registrants to apply pushdown accounting in certain circumstances. With regard to the Acquisition, TLLP elected not to apply pushdown accounting to the Partnership. | ||||||||
The FASB issued ASU No. 2015-02, Consolidation (Topic 810), in February 2015 amending current consolidation guidance including changes to both the variable and voting interest models used by companies to evaluate whether an entity should be consolidated. The requirements from the new ASU are effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We are evaluating the new ASU to determine whether any of our current conclusions with respect to consolidation of variable interest or other entities will change under the new guidance. At this time, we cannot estimate the impact of this ASU on our financial statements and related disclosures. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Acquisitions | Acquisitions | ||||||||||||
Green River Processing Acquisition | |||||||||||||
On July 1, 2014, the Partnership acquired 40% of the membership interests in Green River Processing, from QEPFSC for $230.0 million (the “Green River Processing Acquisition”). Green River Processing owns the Blacks Fork processing complex and the Emigrant Trail processing complex, both of which are located in southwest Wyoming. | |||||||||||||
The Green River Processing Acquisition was funded with $220.0 million of borrowings under the Partnership’s $500.0 million Prior Credit Facility and cash on hand. The Green River Processing Acquisition is accounted for as an equity investment in an unconsolidated affiliate. The investment has been recorded at the historical carrying value of $106.9 million as of the acquisition date as the Green River Processing Acquisition represents a transaction between entities under common control with the difference between the carrying amount and the purchase price recorded to equity. The carrying value of the net property, plant and equipment less asset retirement obligations was used, as these were the only assets, liabilities or working capital of Green River Processing operations that were conveyed by QEPFSC in conjunction with the Green River Processing Acquisition. The portion recorded to equity was allocated among the equity owned by QEPFSC based upon the respective unit balances as of June 30, 2014, and no portion was allocated to the public ownership in QEP Midstream. | |||||||||||||
The table below presents the equity contribution and allocation of the contribution from the Green River Processing Acquisition (in millions, except for per unit amounts): | |||||||||||||
Green River Processing Acquisition purchase price | $ | 230 | |||||||||||
QEPFSC historic carrying value | 267.3 | ||||||||||||
QEP Midstream’s acquired 40% interest of historic carrying value | (106.9 | ) | |||||||||||
Total equity contribution | $ | 123.1 | |||||||||||
Equity Allocation | QEPFSC Units as of June 30, 2014 | % Ownership | |||||||||||
Limited partner common units - QEPFSC | $ | 14.8 | 3,701,750 | 12 | % | ||||||||
Limited partner subordinated units | 104.6 | 26,705,000 | 85 | % | |||||||||
General partner units | 3.7 | 1,090,286 | 3 | % | |||||||||
Total QEP Midstream | $ | 123.1 | 31,497,036 | 100 | % | ||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transactions | Related Party Transactions | |||||||||||||||||||||
The Partnership | ||||||||||||||||||||||
Our General Partner is owned by QEPFS, which is a subsidiary of TLLP. TLLP was formed in December 2010 by its parent, Tesoro Corporation (“Tesoro”) and TLLP’s general partner, Tesoro Logistics GP, LLC (“TLGP”). | ||||||||||||||||||||||
As of December 31, 2014, QEPFS owns 3,701,750 common units and 26,705,000 subordinated units representing a 55.8% limited partner interest in us. In addition, our General Partner owns 1,090,495 general partner units representing a 2.0% general partner interest in us, as well as incentive distribution rights. Transactions with our General Partner, QEPFS and TLLP are considered to be related party transactions because our General Partner and its affiliates own more than 5% of our equity interests. | ||||||||||||||||||||||
The Acquisition on December 2, 2014, resulted in a change of control of our General Partner and the Partnership became a consolidated subsidiary of TLLP on the acquisition date. Prior to the Acquisition, QEP Midstream was a consolidated subsidiary of QEP Resources. | ||||||||||||||||||||||
The following table summarizes the related party income statement transactions of the Partnership and Predecessor: | ||||||||||||||||||||||
Period from December 2, 2014, through December 31, 2014 | Period from January 1, 2014, through December 1, 2014 | Period from August 14, 2013, through December 31, 2013 | Period from January 1, 2013, through August 13, 2013 | Year Ended December 31, 2012 | ||||||||||||||||||
Successor | Successor | Successor | Predecessor | Predecessor | ||||||||||||||||||
(in millions) | ||||||||||||||||||||||
Related Party Transactions with QEP Resources | ||||||||||||||||||||||
Revenues from affiliate | $ | — | $ | 76.1 | $ | 32.8 | $ | 55 | $ | 79.7 | ||||||||||||
General and administrative to affiliate | — | (12.7 | ) | (4.6 | ) | (13.6 | ) | (17.0 | ) | |||||||||||||
Interest expense to affiliate | — | — | — | (2.6 | ) | (8.7 | ) | |||||||||||||||
Related Party Transactions with Tesoro and subsidiaries | ||||||||||||||||||||||
Revenues from affiliate | $ | 0.6 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
General and administrative to affiliate | (1.1 | ) | — | — | — | — | ||||||||||||||||
Interest expense to affiliate | (0.4 | ) | — | — | — | — | ||||||||||||||||
Related Party Agreements Established Prior to the IPO | ||||||||||||||||||||||
Prior to the IPO, the Predecessor had the following agreements in place with QEP Resources resulting in affiliate transactions. | ||||||||||||||||||||||
Centralized Cash Management | ||||||||||||||||||||||
QEP Resources operated a cash management system whereby excess cash from its various subsidiaries, held in separate bank accounts, was consolidated into a centralized account. Sales and purchases related to third-party transactions were settled in cash, but were received or paid by QEP Resources within the centralized cash management system. Cash management was assumed by Tesoro subsequent to the Acquisition. Pursuant to the transitional services agreement, Tesoro along with QEP Resources have joint ability to perform cash management activities. | ||||||||||||||||||||||
Affiliated Debt | ||||||||||||||||||||||
The Predecessor's long-term debt consisted of an allocation from QEPFSC of its total long-term debt related to the respective debt agreements with QEP Resources. During 2013, QEPFSC had a $250.0 million promissory note with QEP Resources, which matured at the end of the first quarter of 2013 with a fixed interest rate of 6.05%. The promissory note was renewed on April 1, 2013, with a maturity date of April 1, 2014. In addition, QEPFSC entered into a $1.0 billion revolving credit type promissory note with QEP Resources, with a maturity date of April 1, 2017, to assist with funding of capital expenditures. Interest allocated to the Predecessor under these notes in the first quarter of 2013 was based on the fixed-rate due to QEP Resources and was settled in cash. QEPFSC was in compliance with its covenants under the agreements for all periods prior to the IPO, and there were no letters of credit outstanding. In connection with the IPO, $95.5 million of affiliated debt was assumed by the Partnership and was repaid in full on August 14, 2013, with proceeds of the IPO extinguishing the affiliated debt of the Partnership. | ||||||||||||||||||||||
Allocation of Costs | ||||||||||||||||||||||
The employees supporting the Predecessor's operations were employees of QEP Resources. General and administrative expenses allocated to the Predecessor were $13.6 million for the period from January 1, 2013, through August 13, 2013. The consolidated financial statements of the Predecessor include direct charges for operations of our assets and costs allocated by QEP Resources. These costs were reimbursed and related to: (i) various business services, including payroll, accounts payable and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, equity-based compensation, benefits and pension and post-retirement costs. These expenses were charged or allocated to the Predecessor based on the nature of the expenses and its proportionate share of QEP Resources’ gross property, plant and equipment, operating income and direct labor costs. Management believes these allocation methodologies were reasonable. | ||||||||||||||||||||||
Related Party Agreements Established Following the IPO | ||||||||||||||||||||||
Following the IPO, the Partnership entered into the following related party agreements with QEP Resources. | ||||||||||||||||||||||
Original Omnibus Agreement | ||||||||||||||||||||||
On August 14, 2013, in connection with the closing of the IPO, the Partnership entered into an Omnibus Agreement (the “Original Omnibus Agreement”) with QEPFSC, the General Partner, the Operating Company and QEP Resources, which addresses the following matters: | ||||||||||||||||||||||
• | the Partnership’s payment of an annual amount to QEP Resources, initially in the amount of $13.8 million, for the provision of certain general and administrative services by QEP Resources to the Partnership, including a fixed annual fee of approximately $1.4 million for executive management services provided by certain officers of the General Partner, who are also executives of QEP Resources. The remaining portion of this annual amount reflects an estimate of the costs QEP Resources will incur in providing the services; | |||||||||||||||||||||
• | the Partnership’s obligation to reimburse QEP Resources for any out-of-pocket costs and expenses incurred by QEP Resources in providing general and administrative services (which reimbursement is in addition to certain expenses of the General Partner and its affiliates that are reimbursed under the Partnership Agreement), as well as any other out-of-pocket expenses incurred by QEP Resources on the Partnership’s behalf; and | |||||||||||||||||||||
• | an indemnity by QEP Resources for certain environmental and other liabilities, and the Partnership’s obligation to indemnify QEP Resources and its subsidiaries for events and conditions associated with the operation of the Partnership’s assets that occur after the closing of the IPO. | |||||||||||||||||||||
For the period from August 14, 2013, through December 31, 2013, the Partnership was charged $4.6 million under the Original Omnibus Agreement by QEP Resources. For the period from January 1, 2014, through December 1, 2014, the Partnership was charged $12.7 million under the Original Omnibus Agreement by QEP Resources. | ||||||||||||||||||||||
Service Agreements | ||||||||||||||||||||||
At the closing of the IPO, the Partnership entered into various midstream agreements with QEP Resources and QEPFSC including natural gas, crude oil, water and condensate gathering and transportation agreements, a fixed price condensate purchase agreement, operating agreements and other service agreements. Other than described below, the agreements with QEPFSC and QEP Resources were assigned to QEPFS, TLLP and TLLP’s general partner. The terms of the assigned agreements remained substantially similar subsequent to the Acquisition. The Partnership believes that the terms and conditions under these agreements are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services in the ordinary course of its business. | ||||||||||||||||||||||
Green River Processing Annual General & Administrative Services Fee | ||||||||||||||||||||||
As part of the Green River Processing Acquisition, QEP Midstream became party to the Limited Liability Company Agreement of Green River Processing, LLC, which provided that Green River Processing pay QEPFSC an annual general and administrative services fee of $7.0 million. | ||||||||||||||||||||||
Related Party Agreements Established Following the Acquisition | ||||||||||||||||||||||
Following the Acquisition, as discussed in Note 1 - Description of Business and Basis of Presentation, the Partnership entered into the following related party agreements. In addition, the rights and provisions of the Limited Liability Company Agreement of Green River Processing, LLC were transferred from QEPFSC to QEPFS in connection with the Acquisition, and there were no changes to the annual fee. | ||||||||||||||||||||||
Affiliate Credit Agreement | ||||||||||||||||||||||
On December 2, 2014, in connection with the Acquisition, we entered into a $500.0 million unsecured, affiliate credit agreement (the “Affiliate Credit Agreement”). Under the Affiliate Credit Agreement, QEPFS agreed to provide revolving loans and advances to us up to a borrowing capacity of $500.0 million. In conjunction with the closing of the Acquisition, we borrowed $230.0 million under the Affiliate Credit Agreement and used the funds for the repayment and termination of the Prior Credit Facility. As of December 31, 2014, we had $290.0 million of unused availability under the Affiliate Credit Agreement. The weighted average interest rate of the borrowings outstanding under the Affiliate Credit Agreement was 1.94% for the period from December 2, 2014, through December 31, 2014. The maturity date of the Affiliate Credit Agreement is August 14, 2018. | ||||||||||||||||||||||
Amended and Restated Omnibus Agreement | ||||||||||||||||||||||
On December 2, 2014, and in connection with the Acquisition, the Partnership entered into the Amended Omnibus Agreement with TLGP and affiliates. The Amended Omnibus Agreement restated and amended the Original Omnibus Agreement dated August 14, 2013, and established the general and administrative expense that TLGP would charge to the Partnership. TLGP charged the Partnership a combination of direct and allocated charges for administrative and operational services in accordance with the amended agreement. For the period from December 2, 2014, through December 31, 2014, the Partnership was charged $1.1 million under the Amended Omnibus Agreement by TLGP. | ||||||||||||||||||||||
Keep-Whole Commodity Fee Agreement | ||||||||||||||||||||||
Effective December 2, 2014, following the completion of the Acquisition, Green River Processing entered into a five-year agreement with Tesoro Refining & Marketing Company LLC, a wholly-owned subsidiary of Tesoro Corporation (“TRMC”), which transfers Green River Processing’s commodity risk exposure associated with keep-whole processing agreements to TRMC (the “Keep-Whole Commodity Agreement”). Under a keep-whole agreement, a producer transfers title to the NGLs produced during gas processing, and the processor, in exchange, delivers to the producer natural gas with a BTU content equivalent to the NGLs removed. The operating margin for these contracts is determined by the spread between NGL sales prices and the price paid to purchase the replacement natural gas (“Shrink Gas”). Under the Keep-Whole Commodity Agreement with TRMC, TRMC pays Green River Processing a fee to process NGLs related to keep-whole agreements and delivers Shrink Gas to the producers on behalf of Green River Processing. Green River Processing pays TRMC a marketing fee in exchange for assuming the commodity risk. | ||||||||||||||||||||||
Terms and pricing under this agreement are revised each year. The Keep-Whole Commodity Agreement minimizes the impact of commodity price movement during the annual period subsequent to renegotiation of terms and pricing each year. However, the annual fee we charge TRMC could be impacted as a result of any changes in the spread between NGL sales prices and the price of natural gas. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment | Property, Plant and Equipment | ||||||||||
A summary of the historical cost of QEP Midstream’s property, plant and equipment is as follows: | |||||||||||
Estimated Useful | 31-Dec-14 | 31-Dec-13 | |||||||||
Lives | |||||||||||
Successor | Successor | ||||||||||
(in millions) | |||||||||||
Gathering equipment | 5 to 40 years | $ | 751.8 | $ | 737.9 | ||||||
Total property, plant and equipment | 751.8 | 737.9 | |||||||||
Accumulated depreciation | (275.4 | ) | (244.5 | ) | |||||||
Total net property, plant and equipment | $ | 476.4 | $ | 493.4 | |||||||
Depreciation expense totaled $32.0 million, $36.7 million and $39.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Equity_Investment
Equity Investment | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Equity Method Investments and Joint Ventures [Abstract] | ||||
Equity Investment | Equity Investment | |||
Investment in Green River Processing | ||||
The Partnership owns 40% of the membership interests in Green River Processing, and QEPFS owns the remaining 60% of the membership interests of Green River Processing. Green River Processing owns the Blacks Fork processing complex and the Emigrant Trail processing complex, both of which are located in southwest Wyoming. | ||||
Summarized financial information for Green River Processing from the July 1, 2014 Green River Processing Acquisition date is as follows: | ||||
Condensed Balance Sheet | ||||
31-Dec-14 | ||||
(in millions) | ||||
Current assets | $ | 27.4 | ||
Non-current assets | 277.5 | |||
Total assets | $ | 304.9 | ||
Current liabilities | $ | 20.1 | ||
Non-current liabilities | 5 | |||
Total liabilities | 25.1 | |||
Owners’ net investment | 279.8 | |||
Total liabilities and equity | $ | 304.9 | ||
Results of Operations | ||||
Six Months Ended December 31, | ||||
2014 | ||||
(in millions) | ||||
Revenues | $ | 52.7 | ||
Operating expenses | 26.6 | |||
Net Income | $ | 26.1 | ||
Asset_Retirement_Obligations
Asset Retirement Obligations | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Schedule of Investments [Line Items] | ||||
Asset Retirement Obligations | Asset Retirement Obligations | |||
We record AROs when there are legal obligations associated with the retirement of tangible long-lived assets. The fair values of such costs are estimated by our personnel based on abandonment costs of similar assets and depreciated over the life of the related assets. AROs may be revised for changes in estimated abandonment costs and estimated settlement timing. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at our credit-adjusted, risk-free interest rate. | ||||
The following is a reconciliation of the changes in AROs for the periods specified below (in millions): | ||||
2014 | ||||
Asset Retirement | ||||
Obligations | ||||
Successor | ||||
AROs at January 1, | $ | 13.3 | ||
Additions | 0.1 | |||
Accretion | 0.9 | |||
Liabilities settled | (0.1 | ) | ||
AROs at December 31, | $ | 14.2 | ||
Debt_Notes
Debt (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Debt | Debt |
On December 2, 2014, in connection with the Acquisition, we entered into the $500.0 million unsecured, Affiliate Credit Agreement. Under the Affiliate Credit Agreement, QEPFS agreed to provide revolving loans and advances to us up to a borrowing capacity of $500.0 million. In conjunction with the closing of the Acquisition, we borrowed $230.0 million under the Affiliate Credit Agreement and used the funds for the repayment and termination of the Prior Credit Facility. The maturity date of the Affiliate Credit Agreement is August 14, 2018, and borrowings under the Affiliate Credit Agreement bear interest at a Eurodollar rate of 0.16925% plus an applicable Eurodollar margin of 1.75%. | |
In connection with the IPO and prior to entering into the Affiliate Credit Agreement we were party to a $500.0 million senior secured revolving credit facility with a group of financial institutions. We repaid $230.0 million of outstanding borrowings, as well as any accrued interest and unused commitment fees, and terminated the Prior Credit Facility in connection with the Acquisition on December 2, 2014. We recognized a loss of $2.4 million to write off unamortized deferred financing costs related to the termination of the Prior Credit Facility. | |
As of December 31, 2014, there was $210.0 million of borrowings outstanding under the Affiliate Credit Agreement and the Partnership was in compliance with the covenants under the Affiliate Credit Agreement. During the year ended December 31, 2014, we incurred interest on borrowings under both the Prior Credit Facility and the Affiliate Credit Agreement at a blended rate of 1.94%. | |
All debt outstanding prior to and at the IPO relates to affiliate debt with QEP Resources discussed in Note 4 - Related Party Transactions. The net proceeds from the IPO were used to pay off the $95.5 million of debt assumed by the Partnership in connection with the IPO. |
EquityBased_Compensation
Equity-Based Compensation | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Equity-Based Compensation | Equity-Based Compensation | |||||||
In connection with the IPO, the Board adopted the LTIP for officers, directors and employees of the General Partner and its affiliates, and any consultants, affiliates of the General Partner or other individuals who perform services for the Partnership. The Partnership reserved 5,341,000 common units for issuance pursuant to and in accordance with the LTIP. | ||||||||
The LTIP provides for the grant, at the discretion of the Board, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other equity-based awards. The LTIP limits the number of common units that may be delivered pursuant to awards under the LTIP to 5,341,000 common units. Common units canceled or forfeited will be available for delivery pursuant to other awards. The LTIP is administered by the Board or a designated committee thereof. | ||||||||
Common Units | ||||||||
On March 17, 2014, the Board granted 8,289 common units to the independent directors of the Board at $23.53 per unit, which vested immediately. On August 14, 2014, the Board granted a total of 2,343 common units to the independent directors of the Board at $25.62 per unit, which vested immediately. The fair value of common unit awards granted to non-employee directors is based on the fair market value of the Partnership’s common units on the date of the grant, and the equity-based compensation expense is recognized at the time of grant, since the common unit awards vest immediately and are non-forfeitable. | ||||||||
Phantom Units | ||||||||
During the year ended December 31, 2014, the Board granted 13,439 phantom units to employees of the General Partner, which vest in equal installments over a three-year period from the grant date and are payable in common units. The fair value of phantom unit awards granted to employees is based on the fair market value of the Partnership’s common units on the date of the grant, and the equity-based compensation expense is recognized over the vesting period of three years. | ||||||||
The following is a summary of the Partnership’s phantom unit award activity for the period ended December 31, 2014: | ||||||||
Phantom Units Outstanding | Weighted-Average Grant-Date Fair Value | |||||||
Unvested balance at January 1, 2014 | 38,250 | $ | 22.03 | |||||
Granted | 13,439 | 23.68 | ||||||
Vested | (12,759 | ) | 22.03 | |||||
Forfeited | (20,823 | ) | 22.12 | |||||
Unvested balance at December 31, 2014 | 18,107 | $ | 23.15 | |||||
Total compensation expense recognized for the year ended December 31, 2014, was $0.6 million, and the total amount of unrecognized compensation cost related to the phantom unit award was $0.2 million as of December 31, 2014, which is expected to be recognized over the remaining vesting period of 2.0 years. Total compensation expense recognized for the period from August 14, 2013, through December 31, 2013, was $0.4 million. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |
Commitments and Contingencies | Commitments and Contingencies |
We are involved in various commercial and regulatory claims, litigation and other legal proceedings that arise in the ordinary course of our business. We assess these claims in an effort to determine the degree of probability and range of possible loss for potential accrual in our consolidated financial statements. In accordance with ASC 450, Contingencies, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. Because legal proceedings are inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about uncertain future events. When evaluating contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matter. The Partnership’s litigation loss contingencies are discussed below. We are unable to estimate reasonably possible losses in excess of recorded accruals for these contingencies for the reasons set forth above. We believe, however, that the resolution of pending proceedings will not have a material effect on our financial position, results of operations or cash flows. | |
Litigation | |
Questar Gas Company v. QEP Field Services Company, Civil No. 120902969, Third Judicial District Court, State of Utah. QEPFSC’s former affiliate, QGC and its affiliate Wexpro, filed a complaint in state court in Utah on May 1, 2012, asserting claims for breach of contract, breach of implied covenant of good faith and fair dealing, and an accounting and declaratory judgment related to a 1993 gathering agreement (the “1993 Agreement”) executed when the parties were affiliates. TLLP has agreed to indemnify QEPFSC for this claim under the acquisition agreement for QEPFSC. Under the 1993 Agreement, certain of QEPFSC’s systems provide gathering services to QGC charging an annual gathering rate which is based on the cost of service calculation. The 1993 Agreement was assigned to QEPFS on December 2, 2014 in connection with the Acquisition. QGC is disputing the annual calculation of the gathering rate, which has been calculated in the same manner since 1998, without objection by QGC. At the closing of the IPO, the assets and agreement discussed above was assigned to QEP Midstream. QGC amended its complaint to add QEP Midstream as a defendant in the litigation. Prior to the Acquisition, QEP Midstream was indemnified by QEPFSC and, effective December 2, 2014, by Tesoro Logistics for costs, expenses and other losses incurred by QEP Midstream in connection with the QGC dispute, subject to certain limitations, as set forth in the QEP Midstream Omnibus Agreement and the Amended Omnibus Agreement, respectively. QGC has netted the disputed amounts from its monthly payments of the gathering fees to QEPFSC and has continued to net such amounts from its monthly payment to QEP Midstream. The total netted from its monthly payments to date were $14.1 million through December 31, 2014. In December 2014, the trial court granted a partial summary judgment in favor of QGC on the issues of the appropriate methodology for certain of the cost of service calculations. Issues regarding other calculations, the amount of damages and certain counterclaims in the litigation remain open pending a trial on the merits. | |
We had previously recorded the amounts QGC netted from its monthly payments as deferred revenue with a related receivable. As a result of the partial summary judgment, we reversed the deferred revenue and related third party receivables. In connection with the indemnification of such losses under the Amended Omnibus Agreement, we received a non-cash contribution of $6.5 million during the year ended December 31, 2014 related to the pre-IPO amounts and have a receivable and related contribution for the remaining amount net within equity. There was no impact of the partial summary judgment or indemnification on our consolidated statement of income for the year ended December 2014. As any additional losses have been indemnified, we believe the outcome of this matter will not have a material impact on our liquidity, financial position, or results of operations. | |
Commitments | |
The Partnership’s Amended Omnibus Agreement includes an annual fee of $13.8 million, which includes a combination of direct and allocated charges for administrative and operational services charged to the Partnership. Our Amended Omnibus Agreement remains in effect between the Partnership and TLGP until a change in control of the Partnership. |
Net_Income_Per_Limited_Partner
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On January 23, 2015, the Partnership declared its quarterly cash distribution totaling $17.1 million, or $0.31 per unit, for the fourth quarter of 2014. This distribution was paid on February 13, 2015, to unitholders of record on the close of business on February 3, 2015. |
Interim_Financial_Information
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On January 23, 2015, the Partnership declared its quarterly cash distribution totaling $17.1 million, or $0.31 per unit, for the fourth quarter of 2014. This distribution was paid on February 13, 2015, to unitholders of record on the close of business on February 3, 2015. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On January 23, 2015, the Partnership declared its quarterly cash distribution totaling $17.1 million, or $0.31 per unit, for the fourth quarter of 2014. This distribution was paid on February 13, 2015, to unitholders of record on the close of business on February 3, 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies Line Items | ||||||||
Use of Estimates, Policy | Use of Estimates | |||||||
The preparation of the consolidated financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets, liabilities and the disclosure of contingent assets and liabilities. Items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for receivables, valuation of accrued liabilities and accrued revenue, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. | ||||||||
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents | |||||||
Historically, the majority of the Predecessor’s operations were funded by QEP Resources and managed under QEP Resources’ centralized cash management program. We maintain our own bank accounts and sources of liquidity. Cash equivalents consist principally of repurchase agreements with maturities of three months or less. The repurchase agreements are highly liquid investments in overnight securities made through commercial-bank accounts that result in available funds the next business day. | ||||||||
Accounts Receivable Trade, Policy | Accounts Receivable Trade | |||||||
QEP Midstream’s receivables primarily consist of third party invoices. We routinely assess the recoverability of all material trade and other receivables to determine their collectability. The Partnership’s allowance for doubtful accounts was $0.1 million at December 31, 2014. The Partnership had no allowance for doubtful accounts at December 31, 2013. | ||||||||
Natural Gas Imbalances, Policy | Natural Gas Imbalances | |||||||
Natural gas imbalance receivables or payables result from differences in gas volumes nominated compared to gas volumes received and gas volumes delivered to counterparties. Imbalances are shown gross as the receivable and payable are with different counterparties. Natural gas volumes owed to or by QEP Midstream that are subject to tariffs are valued at market index prices, as of the balance sheet dates, and are subject to cash settlement procedures. Other natural gas volumes owed to or by QEP Midstream are valued at our weighted average cost of natural gas as of the balance sheet dates and are settled in-kind. | ||||||||
Property, Plant and Equipment, Policy | Property, Plant and Equipment | |||||||
Property, plant and equipment primarily consists of natural gas and crude oil gathering pipelines, transmission pipelines and compressors and are stated at the lower of historical cost, less accumulated depreciation or fair value, if impaired. We capitalize construction-related direct labor and material costs. Maintenance and repair costs are expensed as incurred, except substantial compression overhaul costs that are capitalized and depreciated. Depreciation of gathering equipment is charged to expense using the straight-line method. | ||||||||
Impairment of Long-Lived Assets, Policy | Impairment of Long-Lived Assets | |||||||
We evaluate whether long-lived assets have been impaired and determine if the carrying amount of our assets may not be recoverable. Impairment is indicated when a triggering event occurs and/or the sum of the estimated undiscounted future net cash flows of an evaluated asset is less than the asset’s carrying value. If impairment is indicated, fair value is calculated using a discounted cash flow approach. Cash flow estimates require forecasts and assumptions for many years into the future for a variety of factors, including significant changes in market conditions resulting from events such as changes in commodity prices or the condition of an asset or a change in management’s intent to utilize the asset. There were no long-lived asset impairments recognized during 2014, 2013 or 2012. | ||||||||
Investment in Unconsolidated Affiliates, Policy | Investment in Unconsolidated Affiliates | |||||||
We use the equity method to account for investment in unconsolidated affiliates. The investment in unconsolidated affiliates on the Consolidated Balance Sheets equals our proportionate share of equity reported by the unconsolidated affiliates. The investment is assessed for possible impairment when events indicate that the fair value of the investment may be below the carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in the determination of net income. | ||||||||
The unconsolidated affiliates of the Partnership and the ownership percentage as of December 31, 2014, were Three Rivers Gathering (50%) and Green River Processing (40%). The unconsolidated affiliate of the Partnership and the ownership percentage as of December 31, 2013 was Three Rivers Gathering (50%). | ||||||||
Asset Retirement Obligations, Policy | Asset Retirement Obligations (“AROs”) | |||||||
AROs are associated with the retirement of tangible long-lived assets and are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets in the period incurred. The cost of the tangible asset, including the asset retirement costs, is depreciated over the useful life of the asset. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at our credit-adjusted, risk-free interest rate. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. If estimated future costs of AROs change, an adjustment is recorded to both the AROs and the long-lived asset. Revisions to estimated AROs can result from changes in retirement cost estimates, revisions to estimated inflation rates and changes in the estimated timing of abandonment. | ||||||||
The initial measurement of AROs at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with property, plant and equipment. Significant Level 3 inputs used in the calculation of AROs include retirement costs and asset lives. Refer to Note 7 - Asset Retirement Obligations for a reconciliation of the Partnership’s AROs. | ||||||||
Environmental Matters, Policy | Environmental Matters | |||||||
We capitalize environmental expenditures that extend the life or increase the capacity of facilities as well as expenditures that prevent environmental contamination. We expense costs that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation. We record liabilities when environmental assessments and/or remedial efforts are probable and can be reasonably estimated. Cost estimates are based on the expected timing and the extent of remedial actions required by governing agencies, experience gained from similar sites for which environmental assessments or remediation have been completed, and the amount of our anticipated liability considering the proportional liability and financial abilities of other responsible parties. Generally, the timing of these accruals coincides with the completion of a feasibility study or our commitment to a formal plan of action. Estimated liabilities are not discounted to present value, and environmental expenses are recorded primarily in operating expenses. | ||||||||
Litigation and Other Contingencies, Policy | Litigation and Other Contingencies | |||||||
In accordance with Accounting Standards Codification (“ASC”) 450, Contingencies, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. We regularly reviews contingencies to determine the adequacy of our accruals and related disclosures. The amount of ultimate loss may differ from these estimates. Refer to Note 10 - Commitments and Contingencies. | ||||||||
We accrue losses associated with environmental obligations when such losses are probable and can be reasonably estimated. Accruals for estimated environmental losses are recognized no later than at the time the remediation feasibility study, or the evaluation of response options, is complete. These accruals are adjusted as additional information becomes available or as circumstances change. Future environmental expenditures are not discounted to their present value. Recoveries of environmental costs from other parties are recorded separately as assets at their undiscounted value when receipt of such recoveries is probable. | ||||||||
Noncontrolling Interests, Policy | Noncontrolling Interests | |||||||
QEP Midstream has a 78% interest in Rendezvous Gas , a joint venture with Western Gas Partners, LP (“Western Gas”), which owns a gas gathering system located in Wyoming. Rendezvous Gas is consolidated under the voting interest model and Western Gas’ non-controlling interest is presented on the Consolidated Statements of Income and Consolidated Balance Sheets accordingly. | ||||||||
Fair Value Measurement, Policy | Fair Value Measurements | |||||||
There were no assets recorded at fair value as of December 31, 2014 or 2013. We believe the carrying values of our current assets and liabilities approximate fair value. The carrying amount of our affiliate long-term debt approximates fair value. | ||||||||
Revenue Recognition, Policy | Revenue Recognition | |||||||
We provide natural gas gathering and transportation services, primarily under fee-based contracts. Under these arrangements, we receive a fee or fees for one or more of the following services: firm and interruptible gathering or transmission of natural gas, crude oil, condensate, and water. The revenue we earn from these arrangements is generally directly related to the volume of natural gas, crude oil, or water that flows through the our systems and is not directly dependent on commodity prices. Revenue for these agreements is generally recognized at the time the service is performed. The Partnership defers revenue it receives for certain deficiency payments where the third party has the ability to meet the minimum volume commitment in a subsequent period pursuant to the terms of the specific agreement. In addition, under certain of these gathering agreements, we retain and sell condensate, which falls out of the natural gas stream during the gathering process. We recognize revenue from condensate sales upon transfer of title. | ||||||||
Credit Risk, Policy | Credit Risk | |||||||
Exposure to credit risk may be affected by the concentration of customers due to changes in economic or other conditions. Customers may include commercial and industrial enterprises that may react differently to changing conditions. Management believes that its credit-review procedures, loss reserves, customer deposits and collection procedures have adequately provided for usual and customary credit-related losses. | ||||||||
The customers accounting for 10% or more of QEP Midstream’s revenues for the period from August 14, 2013, through December 31, 2013, and for the year ended December 31, 2014 include (in millions): | ||||||||
Year Ended December 31, 2014 | Period from August 14, 2013, through December 31, 2013 | |||||||
QEP Resources | $ | 81.9 | $ | 32.8 | ||||
Questar Gas Company | 18.8 | 7.5 | ||||||
Equity-based Compensation Policy | Equity-Based Compensation | |||||||
The Predecessor’s financial statements reflect various share-based compensation awards by QEP Resources. These awards include stock options, restricted shares and performance share units. For purposes of these combined financial statements, the Predecessor recognized as expense in each period the required allocation from QEP Resources, with the offset included in net parent equity. | ||||||||
In connection with the IPO, the Board of Directors of our General Partner (the “Board”) adopted the QEP Midstream 2013 Long-Term Incentive Plan (the “LTIP”) for officers, directors and employees of the General Partner and its affiliates, and any consultants, affiliates of the General Partner or other individuals who perform services for the Partnership. The LTIP provides for the grant, at the discretion of the Board, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other equity-based awards. Refer to Note 9 - Equity-Based Compensation for additional information on the Partnership’s LTIP. | ||||||||
Income Tax, Policy | Income Taxes | |||||||
We are a limited partnership and are not subject to federal or state income taxes. Accordingly, our taxable income or loss is included in the federal and state income tax returns of our partners. Taxable income may vary substantially from income or loss reported for financial reporting purposes due to differences in the tax bases and financial reporting bases of assets and liabilities, and due to certain taxable income allocation requirements of the partnership agreement. We are unable to readily determine the net difference in the bases of our assets and liabilities for financial and tax reporting purposes because individual unitholders have different investment bases depending upon the timing and price of acquisition of their partnership units. | ||||||||
GAAP requires management to evaluate uncertain tax positions taken by the Partnership. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Partnership and has concluded that there are no uncertain positions taken or expected to be taken. The Partnership is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax periods in progress. | ||||||||
Net Income per Limited Partner Unit , Policy | Net Income per Limited Partner Unit | |||||||
We use the two-class method when calculating the net income per unit applicable to limited partners, because we have more than one participating security. Our participating securities consist of common units, subordinated units, general partner units and IDRs. Net income attributable to the Partnership is allocated between the limited and general partners in accordance with our partnership agreement. We base our calculation of net income per unit on the weighted-average number of common and subordinated limited partner units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, which consist of unvested service and performance phantom units. Basic and diluted net income per unit applicable to subordinated limited partners was historically the same, as there were no potentially dilutive subordinated units outstanding. Distributions less than or greater than earnings are allocated in accordance with our partnership agreement. | ||||||||
Recent Accounting Developments, Policy | Recent Accounting Developments | |||||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which seeks to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The amendments are effective prospectively for reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Partnership is currently evaluating the impact of this standard on its consolidated financial statements. | ||||||||
In November 2014, the FASB issued ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The guidance provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period. If pushdown accounting is applied, that election is irrevocable. The Securities and Exchange Commission responded by rescinding its guidance on pushdown accounting, which had required registrants to apply pushdown accounting in certain circumstances. With regard to the Acquisition, TLLP elected not to apply pushdown accounting to the Partnership. | ||||||||
The FASB issued ASU No. 2015-02, Consolidation (Topic 810), in February 2015 amending current consolidation guidance including changes to both the variable and voting interest models used by companies to evaluate whether an entity should be consolidated. The requirements from the new ASU are effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We are evaluating the new ASU to determine whether any of our current conclusions with respect to consolidation of variable interest or other entities will change under the new guidance. At this time, we cannot estimate the impact of this ASU on our financial statements and related disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Schedule of Revenue by Significant Customer [Line Items] | ||||||||
Schedule of Revenue by Significant Customer | The customers accounting for 10% or more of QEP Midstream’s revenues for the period from August 14, 2013, through December 31, 2013, and for the year ended December 31, 2014 include (in millions): | |||||||
Year Ended December 31, 2014 | Period from August 14, 2013, through December 31, 2013 | |||||||
QEP Resources | $ | 81.9 | $ | 32.8 | ||||
Questar Gas Company | 18.8 | 7.5 | ||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Schedule of Business Acquisitions, by Acquisition | The table below presents the equity contribution and allocation of the contribution from the Green River Processing Acquisition (in millions, except for per unit amounts): | ||||||||||||
Green River Processing Acquisition purchase price | $ | 230 | |||||||||||
QEPFSC historic carrying value | 267.3 | ||||||||||||
QEP Midstream’s acquired 40% interest of historic carrying value | (106.9 | ) | |||||||||||
Total equity contribution | $ | 123.1 | |||||||||||
Equity Allocation | QEPFSC Units as of June 30, 2014 | % Ownership | |||||||||||
Limited partner common units - QEPFSC | $ | 14.8 | 3,701,750 | 12 | % | ||||||||
Limited partner subordinated units | 104.6 | 26,705,000 | 85 | % | |||||||||
General partner units | 3.7 | 1,090,286 | 3 | % | |||||||||
Total QEP Midstream | $ | 123.1 | 31,497,036 | 100 | % | ||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Schedule of Related Party Transactions | The following table summarizes the related party income statement transactions of the Partnership and Predecessor: | |||||||||||||||||||||
Period from December 2, 2014, through December 31, 2014 | Period from January 1, 2014, through December 1, 2014 | Period from August 14, 2013, through December 31, 2013 | Period from January 1, 2013, through August 13, 2013 | Year Ended December 31, 2012 | ||||||||||||||||||
Successor | Successor | Successor | Predecessor | Predecessor | ||||||||||||||||||
(in millions) | ||||||||||||||||||||||
Related Party Transactions with QEP Resources | ||||||||||||||||||||||
Revenues from affiliate | $ | — | $ | 76.1 | $ | 32.8 | $ | 55 | $ | 79.7 | ||||||||||||
General and administrative to affiliate | — | (12.7 | ) | (4.6 | ) | (13.6 | ) | (17.0 | ) | |||||||||||||
Interest expense to affiliate | — | — | — | (2.6 | ) | (8.7 | ) | |||||||||||||||
Related Party Transactions with Tesoro and subsidiaries | ||||||||||||||||||||||
Revenues from affiliate | $ | 0.6 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
General and administrative to affiliate | (1.1 | ) | — | — | — | — | ||||||||||||||||
Interest expense to affiliate | (0.4 | ) | — | — | — | — | ||||||||||||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, Plant and Equipment | A summary of the historical cost of QEP Midstream’s property, plant and equipment is as follows: | ||||||||||
Estimated Useful | 31-Dec-14 | 31-Dec-13 | |||||||||
Lives | |||||||||||
Successor | Successor | ||||||||||
(in millions) | |||||||||||
Gathering equipment | 5 to 40 years | $ | 751.8 | $ | 737.9 | ||||||
Total property, plant and equipment | 751.8 | 737.9 | |||||||||
Accumulated depreciation | (275.4 | ) | (244.5 | ) | |||||||
Total net property, plant and equipment | $ | 476.4 | $ | 493.4 | |||||||
Equity_Investment_Tables
Equity Investment (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Equity Method Investments and Joint Ventures [Abstract] | ||||
Condensed Balance Sheet | Summarized financial information for Green River Processing from the July 1, 2014 Green River Processing Acquisition date is as follows: | |||
Condensed Balance Sheet | ||||
31-Dec-14 | ||||
(in millions) | ||||
Current assets | $ | 27.4 | ||
Non-current assets | 277.5 | |||
Total assets | $ | 304.9 | ||
Current liabilities | $ | 20.1 | ||
Non-current liabilities | 5 | |||
Total liabilities | 25.1 | |||
Owners’ net investment | 279.8 | |||
Total liabilities and equity | $ | 304.9 | ||
Results Of Operations | Results of Operations | |||
Six Months Ended December 31, | ||||
2014 | ||||
(in millions) | ||||
Revenues | $ | 52.7 | ||
Operating expenses | 26.6 | |||
Net Income | $ | 26.1 | ||
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Schedule of Investments [Line Items] | ||||
Schedule of Change in Asset Retirement Obligations | The following is a reconciliation of the changes in AROs for the periods specified below (in millions): | |||
2014 | ||||
Asset Retirement | ||||
Obligations | ||||
Successor | ||||
AROs at January 1, | $ | 13.3 | ||
Additions | 0.1 | |||
Accretion | 0.9 | |||
Liabilities settled | (0.1 | ) | ||
AROs at December 31, | $ | 14.2 | ||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Phantom Unit Award Activity | The following is a summary of the Partnership’s phantom unit award activity for the period ended December 31, 2014: | |||||||
Phantom Units Outstanding | Weighted-Average Grant-Date Fair Value | |||||||
Unvested balance at January 1, 2014 | 38,250 | $ | 22.03 | |||||
Granted | 13,439 | 23.68 | ||||||
Vested | (12,759 | ) | 22.03 | |||||
Forfeited | (20,823 | ) | 22.12 | |||||
Unvested balance at December 31, 2014 | 18,107 | $ | 23.15 | |||||
Net_Income_Per_Limited_Partner1
Net Income Per Limited Partner Unit (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Net Income Per Limited Partner Unit [Abstract] | |||||||||||||||||
Distributions Made to Limited Partner, by Distribution | The following tables set forth distributions in excess of net income attributable to QEP Midstream and the calculation of net income per unit for the periods shown. | ||||||||||||||||
Year Ended December 31, 2014 | Period from August 14, 2013, through December 31, 2013 | ||||||||||||||||
(in millions, except per unit amounts) | |||||||||||||||||
Net income attributable to QEP Midstream | $ | 50 | $ | 19.1 | |||||||||||||
General partner’s distribution declared(1) | (1.6 | ) | (0.5 | ) | |||||||||||||
Limited partners’ distribution declared on common units(1) | (31.0 | ) | (10.4 | ) | |||||||||||||
Limited partners’ distribution declared on subordinated units(1) | (31.0 | ) | (10.4 | ) | |||||||||||||
Distribution in excess of net income attributable to QEP Midstream | $ | (13.6 | ) | $ | (2.2 | ) | |||||||||||
____________ | |||||||||||||||||
(1) | The Partnership declares distributions subsequent to quarter end; therefore the amounts shown represent cash distributions applicable to the periods earned. On January 23, 2015, the Partnership declared its quarterly cash distribution totaling $17.1 million, or $0.31 per unit, for the fourth quarter of 2014 (refer to Note 13 - Subsequent Events). | ||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||
General Partner | Limited Partners’ Common Units | Limited Partners’ Subordinated Units | Total | ||||||||||||||
(in millions, except per unit amounts) | |||||||||||||||||
Net income attributable to QEP Midstream: | |||||||||||||||||
Distribution declared (including IDRs) | $ | 1.6 | $ | 31 | $ | 31 | $ | 63.6 | |||||||||
Distributions in excess of net income attributable to QEP Midstream | (0.4 | ) | (6.6 | ) | (6.6 | ) | (13.6 | ) | |||||||||
Net income attributable to QEP Midstream | $ | 1.2 | $ | 24.4 | $ | 24.4 | $ | 50 | |||||||||
Weighted-average limited partner units outstanding: | |||||||||||||||||
Basic and Diluted | 1.1 | 26.7 | 26.7 | 54.5 | |||||||||||||
Net income per limited partner unit attributable to QEP Midstream | |||||||||||||||||
Basic and Diluted | $ | 0.91 | $ | 0.91 | |||||||||||||
Period from August 14, 2013 to December 31, 2013 | |||||||||||||||||
General Partner | Limited Partners’ Common Units | Limited Partners’ Subordinated Units | Total | ||||||||||||||
(in millions, except per unit amounts) | |||||||||||||||||
Net income attributable to QEP Midstream: | |||||||||||||||||
Distribution declared (including IDRs) | $ | 0.5 | $ | 10.4 | $ | 10.4 | $ | 21.3 | |||||||||
Distributions in excess of net income attributable to QEP Midstream | — | (1.1 | ) | (1.1 | ) | (2.2 | ) | ||||||||||
Net income attributable to QEP Midstream | $ | 0.5 | $ | 9.3 | $ | 9.3 | $ | 19.1 | |||||||||
Weighted-average limited partner units outstanding: | |||||||||||||||||
Basic and Diluted | 1.1 | 26.7 | 26.7 | 54.5 | |||||||||||||
Net income per limited partner unit attributable to QEP Midstream | |||||||||||||||||
Basic and Diluted | $ | 0.35 | $ | 0.35 | |||||||||||||
Interim_Financial_Information_
Interim Financial Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Interim Financial Information [Abstract] | |||||||||||||||||||||
Schedule of Quarterly Financial Information | The following tables provide a summary of unaudited quarterly financial information. | ||||||||||||||||||||
2014 - Successor | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||
(in millions, except per unit amounts) | |||||||||||||||||||||
Revenues | $ | 31 | $ | 30.2 | $ | 28.7 | $ | 33.3 | |||||||||||||
Operating income | 11.6 | 10.9 | 10.3 | 14.1 | |||||||||||||||||
Net income | 12.5 | 10.8 | 14.7 | 15.7 | |||||||||||||||||
Net income attributable to QEP Midstream | 11.7 | 9.9 | 13.7 | 14.7 | |||||||||||||||||
Net income attributable to QEP Midstream per limited partner unit | |||||||||||||||||||||
Common | $ | 0.21 | $ | 0.18 | $ | 0.25 | $ | 0.27 | |||||||||||||
Subordinated | 0.21 | 0.18 | 0.25 | 0.27 | |||||||||||||||||
Distributions declared per limited partner common unit | 0.27 | 0.28 | 0.3 | 0.31 | |||||||||||||||||
Third Quarter | |||||||||||||||||||||
First Quarter | Second Quarter | Period from July 1, 2013 to August 13, 2013 | Period from August 14, 2013 to September 30, 2013 | Fourth Quarter | |||||||||||||||||
Predecessor | Predecessor | Predecessor | Successor | Successor | |||||||||||||||||
2013 | (in millions, except per unit amounts) | ||||||||||||||||||||
Revenues | $ | 40.1 | $ | 40.1 | $ | 20.1 | $ | 16.4 | $ | 31.7 | |||||||||||
Operating income | 15.8 | 16.6 | 7.8 | 7.4 | 12.9 | ||||||||||||||||
Net income | 16 | 17.7 | 7.7 | 7.1 | 13.5 | ||||||||||||||||
Net income attributable to QEP Midstream or Predecessor | 15.4 | 16.4 | 7.1 | 6.5 | 12.6 | ||||||||||||||||
Net income attributable to QEP Midstream Partners, LP subsequent to initial public offering per limited partner unit: | |||||||||||||||||||||
Common | $ | — | $ | — | $ | — | $ | 0.12 | $ | 0.23 | |||||||||||
Subordinated | — | — | — | 0.12 | 0.23 | ||||||||||||||||
Distributions declared per limited partner common unit | — | — | — | 0.13 | 0.26 | ||||||||||||||||
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 02, 2014 | Sep. 04, 2013 | Aug. 14, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Limited Partners' Capital Account [Line Items] | |||||
Initial Public Offering Date | 14-Aug-13 | ||||
Partners' Capital Account, Units, Sold in Public Offering | 20,000,000 | ||||
Additional purchase option exercise date | 4-Sep-13 | ||||
Partner's Capital Account, Common Units, Sold to Underwriters | 3,000,000 | ||||
Ownership Interest Contributed In Initial Public Offering | 100.00% | ||||
Date of acquisition | 2-Dec-14 | ||||
General Partner ownership percentage | 2.00% | ||||
Limited partner ownership percentage | 56.00% | ||||
Purchase price | $230 | ||||
Omnibus Agreement Date | 2-Dec-14 | 14-Aug-13 | |||
Prior Credit Facility | |||||
Limited Partners' Capital Account [Line Items] | |||||
Long-term Line of Credit | 500 | ||||
Green River Processing Acquisition | |||||
Limited Partners' Capital Account [Line Items] | |||||
Equity interests ownership percentage | 40.00% | ||||
Date of acquisition | 1-Jul-14 | ||||
Purchase price | $230 | ||||
Rendezvous Gas Services, L.L.C. | |||||
Limited Partners' Capital Account [Line Items] | |||||
Ownership percentage | 78.00% | ||||
Three Rivers Gathering, L.L.C. | |||||
Limited Partners' Capital Account [Line Items] | |||||
Equity interests ownership percentage | 50.00% | 50.00% | |||
Ownership percentage | 50.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Allowance for doubtful accounts receivable (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Allowance for Doubtful Accounts Receivable | $0.10 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Three Rivers Gathering, L.L.C. | ||
Schedule of Investments [Line Items] | ||
Equity interests ownership percentage | 50.00% | 50.00% |
Ownership percentage | 50.00% | |
Green River Processing Acquisition | ||
Schedule of Investments [Line Items] | ||
Equity interests ownership percentage | 40.00% | |
Rendezvous Gas Services, L.L.C. | ||
Schedule of Investments [Line Items] | ||
Ownership percentage | 78.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Credit Risk (Details) (USD $) | 5 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
QEP Resources | ||
Concentration Risk [Line Items] | ||
Revenues from significant customers | $32.80 | $81.90 |
Questar Gas Company | ||
Concentration Risk [Line Items] | ||
Revenues from significant customers | $7.50 | $18.80 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 02, 2014 | Sep. 30, 2014 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | |||
Date of acquisition | 2-Dec-14 | ||
Credit Facility Borrowings | $220 | ||
Historic Carrying Value | 267.3 | ||
Prior Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Long-term Line of Credit | 500 | ||
Green River Processing Acquisition | |||
Line of Credit Facility [Line Items] | |||
Date of acquisition | 1-Jul-14 | ||
Equity interests ownership percentage | 40.00% | ||
Equity Method Investment, Cost Basis | 230 | ||
Historic Carrying Value | $106.90 |
Acquisitions_Schedule_of_Acqui
Acquisitions Schedule of Acquisition Purchase Price Allocation (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Purchase price | $230 | ||
Historic Carrying Value | -267.3 | ||
Total equity allocation | 123.1 | 123.1 | |
Limited partner common units | 26,700,000 | 26,700,000 | |
General partner units outstanding (units) | 1,100,000 | 1,100,000 | |
Partners' Capital Account, Units | 31,497,036 | ||
Ownership Allocation Percentage | 100.00% | ||
Limited Partners Subordinated Units | |||
Business Acquisition [Line Items] | |||
Total equity allocation | 104.6 | ||
Limited partner common units | 26,705,000 | ||
Ownership Allocation Percentage | 85.00% | ||
Limited Partners Common Units | |||
Business Acquisition [Line Items] | |||
Total equity allocation | 14.8 | ||
Limited partner common units | 3,701,750 | ||
Ownership Allocation Percentage | 12.00% | ||
General Partner Units | |||
Business Acquisition [Line Items] | |||
Total equity allocation | 3.7 | ||
General partner units outstanding (units) | 1,090,286 | ||
Ownership Allocation Percentage | 3.00% | ||
Green River Processing Acquisition | |||
Business Acquisition [Line Items] | |||
Purchase price | 230 | ||
Historic Carrying Value | ($106.90) |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 0 Months Ended | 5 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 7 Months Ended | 12 Months Ended | |||
Dec. 02, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Apr. 01, 2013 | Aug. 13, 2013 | Dec. 31, 2012 | Aug. 14, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | |||||||||||
Promissory note with QEP Resources | $250,000,000 | ||||||||||
Limited partner common units | 26,700,000 | 26,700,000 | 26,700,000 | ||||||||
Limited partner subordinated units issued (units) | 26,700,000 | 26,700,000 | 26,700,000 | ||||||||
General partner units outstanding (units) | 1,100,000 | 1,100,000 | 1,100,000 | ||||||||
Limited partner ownership percentage | 56.00% | ||||||||||
General Partner ownership percentage | 2.00% | ||||||||||
Debt instrument interest rate | 6.05% | ||||||||||
Credit agreement expiration date | 14-Aug-18 | ||||||||||
Affiliate debt | 95,500,000 | ||||||||||
Omnibus Agreement Annual Payment | 13,800,000 | ||||||||||
Omnibus Agreement G&A payment for Executive's Salary | 1,400,000 | ||||||||||
Limited Liability Company Agreement Annual Fee | 13,800,000 | ||||||||||
Omnibus Agreement G&A payment | 4,600,000 | 12,700,000 | |||||||||
Keep Whole Agreement Date | 2-Dec-14 | ||||||||||
Keep Whole Term Of Agreement | five-year | ||||||||||
Notes Payable, Other Payables [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Renewal date | 1-Apr-13 | ||||||||||
Affiliate Credit Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Credit Facility, borrowing capacity | 1,000,000,000 | ||||||||||
Long-term Line of Credit | 500,000,000 | 500,000,000 | |||||||||
Limited Partners Common Units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Limited partner common units | 3,701,750 | ||||||||||
Limited Partners Subordinated Units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Limited partner common units | 26,705,000 | ||||||||||
General Partner Units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General partner units outstanding (units) | 1,090,286 | ||||||||||
General Partner ownership percentage | 2.00% | ||||||||||
QEPFS | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General partner units outstanding (units) | 1,090,495 | 1,090,495 | |||||||||
Limited partner ownership percentage | 55.80% | ||||||||||
QEPFS | Affiliate Credit Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Credit agreement expiration date | 14-Aug-18 | ||||||||||
Long-term Line of Credit | 500,000,000 | 500,000,000 | |||||||||
Credit Facility Borrowings | 230,000,000 | ||||||||||
Unused availability | 290,000,000 | 290,000,000 | |||||||||
Credit facility interest rate | 1.94% | ||||||||||
QEPFS | Limited Partners Common Units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Limited partner common units | 3,701,750 | 3,701,750 | |||||||||
QEPFS | Limited Partners Subordinated Units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Limited partner subordinated units issued (units) | 26,705,000 | 26,705,000 | |||||||||
TLGP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Omnibus Agreement G&A payment | 1,100,000 | ||||||||||
Predecessor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Maturity Date | 1-Apr-14 | ||||||||||
General and administrative to affiliate | 13,600,000 | ||||||||||
Predecessor | Affiliate Credit Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Credit agreement expiration date | 1-Apr-17 | ||||||||||
Predecessor | QEP Resources | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General and administrative to affiliate | 13,600,000 | 17,000,000 | |||||||||
Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity interests ownership percentage | 5.00% | 5.00% | |||||||||
Green River Processing Acquisition | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity interests ownership percentage | 40.00% | 40.00% | |||||||||
Limited Liability Company Agreement Annual Fee | $7,000,000 |
Related_Party_Transactions_Sch
Related Party Transactions Schedule of Related Party Income Statement Transactions (Details) (USD $) | 1 Months Ended | 5 Months Ended | 11 Months Ended | 7 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 01, 2014 | Aug. 13, 2013 | Dec. 31, 2012 |
Successor | QEP Resources | |||||
Related Party Transaction [Line Items] | |||||
Revenue from affiliate | $0 | $32.80 | $76.10 | ||
General and administrative to affiliate | 0 | -4.6 | -12.7 | ||
Interest expense to affiliate | 0 | 0 | 0 | ||
Successor | TLGP | |||||
Related Party Transaction [Line Items] | |||||
Revenue from affiliate | 0.6 | 0 | 0 | ||
General and administrative to affiliate | -1.1 | 0 | 0 | ||
Interest expense to affiliate | -0.4 | 0 | 0 | ||
Predecessor | |||||
Related Party Transaction [Line Items] | |||||
General and administrative to affiliate | -13.6 | ||||
Predecessor | QEP Resources | |||||
Related Party Transaction [Line Items] | |||||
Revenue from affiliate | 55 | 79.7 | |||
General and administrative to affiliate | -13.6 | -17 | |||
Interest expense to affiliate | -2.6 | -8.7 | |||
Predecessor | TLGP | |||||
Related Party Transaction [Line Items] | |||||
Revenue from affiliate | 0 | 0 | |||
General and administrative to affiliate | 0 | 0 | |||
Interest expense to affiliate | $0 | $0 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $32 | $36.70 | $39.80 |
Successor | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 751.8 | 737.9 | |
Accumulated depreciation | -275.4 | -244.5 | |
Total net property, plant and equipment | 476.4 | 493.4 | |
Successor | Gathering Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $751.80 | $737.90 | |
Successor | Gathering Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years | ||
Successor | Gathering Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 40 years |
Equity_Investment_Narrative_De
Equity Investment (Narrative) (Details) | Dec. 31, 2014 |
QEPFS | |
Schedule of Equity Method Investments [Line Items] | |
Equity interests ownership percentage | 60.00% |
Green River Processing Acquisition | |
Schedule of Equity Method Investments [Line Items] | |
Equity interests ownership percentage | 40.00% |
Equity_Investment_Equity_Metho
Equity Investment Equity Method Investment Condensed Balance Sheet (Details) (Green River Processing Acquisition, USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Green River Processing Acquisition | |
Schedule of Equity Method Investments [Line Items] | |
Current assets | $27.40 |
Assets, Noncurrent | 277.5 |
Total assets | 304.9 |
Current liabilities | 20.1 |
Liabilities, Noncurrent | 5 |
Total liabilities | 25.1 |
Owners' net investment | 279.8 |
Total liabilities and equity | $304.90 |
Equity_Investment_Equity_Metho1
Equity Investment Equity Method Investment Results Of Operations (Details) (USD $) | 5 Months Ended | 6 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 |
Schedule of Equity Method Investments [Line Items] | |||
Revenues | $52.70 | ||
Operating Expenses | 26.6 | ||
Net income | $19.10 | $26.10 | $50 |
Asset_Retirement_Obligations_D
Asset Retirement Obligations (Details) (Successor, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Successor | |
Schedule of Investments [Line Items] | |
ARO liability at beginning of period | $13.30 |
Additions | 0.1 |
Accretion | 0.9 |
Liabilities settled | -0.1 |
ARO liability at end of period | $14.20 |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | 1 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | |||
Credit agreement expiration date | 14-Aug-18 | ||
Loss from early extinguishment of debt | $2.40 | ||
Repayment of Debt At IPO Date | -95.5 | ||
Affiliate Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Long-term Line of Credit | 500 | 500 | |
Repayments on credit facility | 230 | ||
Affiliate Credit Agreement | QEPFS | |||
Line of Credit Facility [Line Items] | |||
Long-term Line of Credit | 500 | 500 | |
Credit Facility Borrowings | 230 | ||
Credit agreement expiration date | 14-Aug-18 | ||
Amount outstanding | $210 | $210 | |
Credit facility interest rate | 1.94% | ||
Affiliate Credit Agreement | QEPFS | Euro Dollar Rate | |||
Line of Credit Facility [Line Items] | |||
Interest Rate | 0.17% | ||
Affiliate Credit Agreement | QEPFS | Eurodollar Margin | |||
Line of Credit Facility [Line Items] | |||
Spread on variable rate | 1.75% | ||
Prior Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility interest rate | 1.94% |
EquityBased_Compensation_Narra
Equity-Based Compensation (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Aug. 14, 2014 | Mar. 17, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 13, 2013 | Dec. 31, 2012 | Aug. 14, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units reserved for issuance under the LTIP | 5,341,000 | ||||||
Board granted common units, grant date | 14-Aug-14 | 17-Mar-14 | |||||
Common units granted | 2,343 | 8,289 | |||||
Grant date fair value, granted | $25.62 | $23.53 | $23.68 | ||||
Phantom units granted | 13,439 | ||||||
Unrecognized compensation cost attributable to phantom unit awards | $0.20 | ||||||
Remaining vesting period | 2 years | ||||||
Successor | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | 0.6 | 0.4 | |||||
Predecessor | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $0.40 | $0 | $0 |
EquityBased_Compensation_Sched
Equity-Based Compensation Schedule of Phantom Unit Activity (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Aug. 14, 2014 | Mar. 17, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Unvested balance, beginning of period | 38,250 | ||
Granted | 13,439 | ||
Vested | -12,759 | ||
Forfeited | -20,823 | ||
Unvested balance, end of period | 18,107 | ||
Grant date fair value, start of period | $22.03 | ||
Grant date fair value, granted | $25.62 | $23.53 | $23.68 |
Grant date fair value, vested | $22.03 | ||
Grant date fair value, forfeited | $22.12 | ||
Grant date fair value, end of period | $23.15 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | 1-May-12 | Dec. 31, 2014 |
Commitments and Contingencies [Abstract] | ||
QGC and Wexpro complaint filing date | MayB 1, 2012 | |
Accumulated disputed gathering fees | $14.10 | |
Amended Omnibus Agreement Annual Fee | $13.80 |
Net_Income_Per_Limited_Partner2
Net Income Per Limited Partner Unit Schedule of Distributions (Details) (USD $) | 5 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Jan. 23, 2015 | ||
Net Income Per Limited Partner Unit [Line Items] | ||||||
Net income attributable to QEP Midstream | $19.10 | $26.10 | $50 | |||
General partner's distribution declared | -21.3 | -63.6 | ||||
Distribution in excess of net income | -2.2 | -13.6 | ||||
General Partner Units | ||||||
Net Income Per Limited Partner Unit [Line Items] | ||||||
Net income attributable to QEP Midstream | 0.5 | 1.2 | ||||
General partner's distribution declared | -0.5 | [1] | -1.6 | [1] | ||
Distribution in excess of net income | 0 | -0.4 | ||||
Limited Partners Common Units | ||||||
Net Income Per Limited Partner Unit [Line Items] | ||||||
Net income attributable to QEP Midstream | 9.3 | 24.4 | ||||
General partner's distribution declared | -10.4 | -31 | ||||
Limited partnersb distribution declared | -10.4 | [1] | -31 | [1] | ||
Distribution in excess of net income | -1.1 | -6.6 | ||||
Limited Partners Subordinated Units | ||||||
Net Income Per Limited Partner Unit [Line Items] | ||||||
Net income attributable to QEP Midstream | 9.3 | 24.4 | ||||
General partner's distribution declared | -10.4 | -31 | ||||
Limited partnersb distribution declared | -10.4 | [1] | -31 | [1] | ||
Distribution in excess of net income | -1.1 | -6.6 | ||||
Subsequent Event | ||||||
Net Income Per Limited Partner Unit [Line Items] | ||||||
Distribution declared | $17.10 | |||||
Declaration date | 23-Jan-15 | |||||
Cash distributions per unit | $0.31 | |||||
[1] | The Partnership declares distributions subsequent to quarter end; therefore the amounts shown represent cash distributions applicable to the periods earned. On JanuaryB 23, 2015, the Partnership declared its quarterly cash distribution totaling $17.1 million, or $0.31 per unit, for the fourth quarter of 2014 (refer to Note 13 - Subsequent Events). |
Net_Income_Per_Limited_Partner3
Net Income Per Limited Partner Unit Schedule Of Net Income Per Unit (Details) (USD $) | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | ||
Schedule of Net Income Per Unit [Line Items] | |||||
General partner's distribution declared | $21.30 | $63.60 | |||
Distribution in excess of net income | -2.2 | -13.6 | |||
Net income attributable to QEP Midstream | 19.1 | 26.1 | 50 | ||
Weighted-average limited partnership units outstanding (basic and diluted) | 54.5 | 54.5 | |||
General Partner Units | |||||
Schedule of Net Income Per Unit [Line Items] | |||||
General partner's distribution declared | 0.5 | [1] | 1.6 | [1] | |
Distribution in excess of net income | 0 | -0.4 | |||
Net income attributable to QEP Midstream | 0.5 | 1.2 | |||
Weighted-average limited partnership units outstanding (basic and diluted) | 1.1 | 1.1 | |||
Limited Partners Common Units | |||||
Schedule of Net Income Per Unit [Line Items] | |||||
General partner's distribution declared | 10.4 | 31 | |||
Distribution in excess of net income | -1.1 | -6.6 | |||
Net income attributable to QEP Midstream | 9.3 | 24.4 | |||
Weighted-average limited partnership units outstanding (basic and diluted) | 26.7 | 26.7 | |||
Net Income (Loss), Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | $0.35 | $0.91 | |||
Limited Partners Subordinated Units | |||||
Schedule of Net Income Per Unit [Line Items] | |||||
General partner's distribution declared | 10.4 | 31 | |||
Distribution in excess of net income | -1.1 | -6.6 | |||
Net income attributable to QEP Midstream | $9.30 | $24.40 | |||
Weighted-average limited partnership units outstanding (basic and diluted) | 26.7 | 26.7 | |||
Net Income (Loss), Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | $0.35 | $0.91 | |||
[1] | The Partnership declares distributions subsequent to quarter end; therefore the amounts shown represent cash distributions applicable to the periods earned. On JanuaryB 23, 2015, the Partnership declared its quarterly cash distribution totaling $17.1 million, or $0.31 per unit, for the fourth quarter of 2014 (refer to Note 13 - Subsequent Events). |
Interim_Financial_Information_1
Interim Financial Information (Details) (USD $) | 5 Months Ended | 6 Months Ended | 12 Months Ended | 2 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 13, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Aug. 13, 2013 | Dec. 31, 2012 | ||
Net income attributable to QEP Midstream | $19.10 | $26.10 | $50 | |||||||||||||
Limited Partners Common Units | ||||||||||||||||
Net income attributable to QEP Midstream | 9.3 | 24.4 | ||||||||||||||
Limited Partners Subordinated Units | ||||||||||||||||
Net income attributable to QEP Midstream | 9.3 | 24.4 | ||||||||||||||
Successor | ||||||||||||||||
Revenues | 16.4 | 33.3 | 28.7 | 30.2 | 31 | 31.7 | ||||||||||
Operating income | 20.3 | 46.9 | 7.4 | 14.1 | 10.3 | 10.9 | 11.6 | 12.9 | ||||||||
Net income | 20.6 | 53.7 | 7.1 | 15.7 | 14.7 | 10.8 | 12.5 | 13.5 | ||||||||
Net income attributable to QEP Midstream | 19.1 | 50 | 6.5 | 14.7 | 13.7 | 9.9 | 11.7 | 12.6 | ||||||||
Distributions declared per limited partner common unit | $0.39 | [1] | $1.16 | [1] | $0.13 | $0.31 | $0.30 | $0.28 | $0.27 | $0.26 | ||||||
Successor | Limited Partners Common Units | ||||||||||||||||
Net income attributable to QEP Midstream Partners, LP subsequent to initial public offering per limited partner unit | $0.12 | $0.27 | $0.25 | $0.18 | $0.21 | $0.23 | ||||||||||
Successor | Limited Partners Subordinated Units | ||||||||||||||||
Net income attributable to QEP Midstream Partners, LP subsequent to initial public offering per limited partner unit | $0.12 | $0.27 | $0.25 | $0.18 | $0.21 | $0.23 | ||||||||||
Predecessor | ||||||||||||||||
Revenues | 20.1 | 40.1 | 40.1 | |||||||||||||
Operating income | 7.8 | 16.6 | 15.8 | 40.2 | 72.4 | |||||||||||
Net income | 7.7 | 17.7 | 16 | 41.4 | 71 | |||||||||||
Net income attributable to QEP Midstream | $7.10 | $16.40 | $15.40 | $38.90 | $67.30 | |||||||||||
Distributions declared per limited partner common unit | $0 | $0 | $0 | |||||||||||||
Predecessor | Limited Partners Common Units | ||||||||||||||||
Net income attributable to QEP Midstream Partners, LP subsequent to initial public offering per limited partner unit | $0 | $0 | $0 | |||||||||||||
Predecessor | Limited Partners Subordinated Units | ||||||||||||||||
Net income attributable to QEP Midstream Partners, LP subsequent to initial public offering per limited partner unit | $0 | $0 | $0 | |||||||||||||
[1] | Represents the cash distributions declared related to the period presented. |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event, USD $) | 0 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Jan. 23, 2015 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Declaration date | 23-Jan-15 |
Distribution declared | $17.10 |
Cash distributions per unit | $0.31 |
Distribution date | 13-Feb-15 |
Date of record | 3-Feb-15 |