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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-1972941
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(State or other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification Number)
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4200 W. 115th Street, Suite 350
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Leawood, Kansas
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66211
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Units Representing Limited Partner Interests
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PART
I
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•
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our ability to complete and integrate acquisitions from Tallgrass Development or from third parties, including our acquisitions of the Trailblazer Pipeline and of a 33.3% interest in Tallgrass Pony Express Pipeline, LLC ("Pony Express") that were completed in 2014 and our potential acquisition of an additional 33.3% interest in Pony Express offered to us by Tallgrass Development, which is subject to review, negotiations and approval by the conflicts committee and by the board of directors of our general partner;
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changes in general economic conditions;
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competitive conditions in our industry;
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actions taken by third-party operators, processors and transporters;
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the demand for natural gas transportation, storage and processing services and crude oil transportation services;
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our ability to successfully implement our business plan;
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our ability to complete internal growth projects on time and on budget;
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the price and availability of debt and equity financing;
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the availability and price of natural gas and crude oil, and fuels derived from both, to the consumer compared to the price of alternative and competing fuels;
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competition from the same and alternative energy sources;
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energy efficiency and technology trends;
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operating hazards and other risks incidental to transporting crude oil and transporting, storing and processing natural gas;
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natural disasters, weather-related delays, casualty losses and other matters beyond our control;
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interest rates;
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labor relations;
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large customer defaults;
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changes in tax status;
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the effects of existing and future laws and governmental regulations;
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the effects of future litigation; and
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certain factors discussed elsewhere in this Annual Report.
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Natural Gas Transportation & Logistics—the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities;
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Crude Oil Transportation & Logistics—the ownership and operation of a crude oil pipeline system; and
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Processing & Logistics—the ownership and operation of natural gas processing, treating and fractionation facilities, as well as water business services provided primarily to the oil and gas exploration and production industry.
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Approximate Number of Miles
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Approximate Compression (Horsepower)
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Approximate Average Daily Throughput (MMcf/d)
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|||||||||
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Year Ended December 31,
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2014
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2013
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2012
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Transportation
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5,089
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196,958
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955
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991
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1,074
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Overall Gas Storage Capacity (Bcf)
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Working Gas Storage Capacity (Bcf)
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Maximum Withdrawal Rate (MMcf/d)
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Storage
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35.1
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15.1
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210
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Approximate Design Capacity
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Total Firm Contracted Capacity
(1)
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Approximate % of Capacity Subscribed under Firm Contracts
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Weighted Average Remaining Firm Contract Life
(2)
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Transportation
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1,982 MMcf/d
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1,439 MMcf/d
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73
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%
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3 years
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Storage
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15.1 Bcf
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(3)
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11 Bcf
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73
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%
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7 years
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(1)
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Reflects total capacity reserved under long-term firm contracts (contracts with an initial duration greater than one year), including backhaul service, as of
December 31, 2014
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(2)
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Weighted by contracted capacity as of
December 31, 2014
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(3)
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Represents working gas storage capacity.
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Approximate Design Capacity (bbls/d)
(1)
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Approximate Contractible Capacity Under Contract
(2)
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Weighted Average Remaining Firm Contract Life
(3)
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Approximate Average Daily Throughput (bbls/d)
(4)
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229,500
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100
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%
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5 years
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85,229
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(1)
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In service capacity out of Guernsey, Wyoming as of
December 31, 2014
. The completion of the lateral on the Pony Express System located in Northeast Colorado will add approximately 90,500 bbls/d of design capacity and is expected to be completed in the second quarter of 2015.
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(2)
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We will always make no less than ten percent of design capacity available for uncommitted, or "walk-up", shippers. Approximately 100% of the remaining design capacity (or available contractible capacity) is committed under contract.
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(3)
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Based on the average annual reservation capacity for each such contract's remaining life.
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(4)
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Approximate average daily throughput for the year ended December 31, 2014 is reflective of the volumetric ramp-up due to commercial in-service of the Pony Express System beginning in October 2014 and delays in the construction and expansion efforts of third-party pipelines with which Pony Express shares joint tariffs.
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(1)
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The West Frenchie Draw natural gas treating facility treats natural gas before it flows into the Casper and Douglas plants and therefore does not result in additional inlet capacity.
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(2)
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Based on the average annual reservation capacity for each such contract's remaining life.
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a 66.7% membership interest in Tallgrass Pony Express Pipeline, LLC, see "
Pony Express System
" above.
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Tallgrass Terminals, LLC, or Terminals, which holds a 20% membership interest in Deeprock Development, LLC (the owner of a crude oil terminal in Cushing, Oklahoma with approximately 2.3 million bbls of storage capacity), and is currently constructing a crude oil terminal in Sterling, Colorado with approximately 1.3 million bbls of storage capacity; and
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a 50% interest in, and operation of, the Rockies Express Pipeline, or REX Pipeline, an approximately 1,712-mile natural gas pipeline with a long-haul design capacity of up to 1.8 Bcf/d, that extends from Opal, Wyoming and Meeker, Colorado to Clarington, Ohio.
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the level of firm transportation and storage capacity sold, the volume of natural gas and crude oil we transport and the volume of natural gas we store, process, and treat;
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the level of production of crude oil and natural gas and the resultant market prices of natural gas, NGLs and crude oil;
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regional, domestic and foreign supply and perceptions of supply of natural gas and crude oil; the level of demand and perceptions of demand in our end-user markets; and actual and anticipated future prices of natural gas, crude oil and other commodities (and the volatility thereof), all of which may impact our ability to renew and replace firm transportation, storage and processing agreements;
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regulatory action affecting the supply of, or demand for, natural gas and crude oil, the rates we can charge on our assets, how we contract for services, our existing contracts, our operating costs or our operating flexibility;
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changes in the fees we charge for our services;
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the effect of seasonal variations in temperature on the amount of natural gas and crude oil that we transport and the amount of natural gas that we store, process and treat;
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the realized pricing impacts on revenues and expenses that are directly related to commodity prices;
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the level of competition from other midstream energy companies in our geographic markets;
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the creditworthiness of our customers;
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the level of our operating and maintenance costs;
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damages to pipelines, facilities, related equipment and surrounding properties caused by earthquakes, floods, fires, severe weather, explosions and other natural disasters or acts of terrorism;
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outages in our pipeline systems or at our processing facilities;
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the relationship between natural gas and NGL prices and resulting effect on processing margins;
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leaks or accidental releases of hazardous materials into the environment, whether as a result of human error or otherwise; and
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prevailing economic conditions.
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the level and timing of capital expenditures we make;
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the level of our general and administrative expenses, including reimbursements to our general partner and its affiliates, including TD, for services provided to us;
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the cost of pursuing and completing acquisitions, if any;
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our debt service requirements and other liabilities;
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fluctuations in our working capital needs;
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our ability to borrow funds and access capital markets;
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restrictions contained in our debt agreements;
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the amount of cash reserves established by our general partner; and
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other business risks affecting our cash levels.
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the level of existing and new competition to provide transportation, storage and processing services to our markets;
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the macroeconomic factors affecting crude oil and natural gas gathering economics for our current and potential customers;
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the balance of supply and demand for natural gas and crude oil, on a short-term, seasonal and long-term basis, in the markets we serve;
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the extent to which the customers in our markets are willing to contract on a long-term basis; and
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the effects of federal, state or local laws or regulations on the contracting practices of our customers.
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mistaken assumptions about volumes, revenue and costs, including synergies and potential growth;
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an inability to maintain or secure adequate customer commitments to use the acquired systems or facilities;
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an inability to integrate successfully the assets or businesses we acquire;
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the assumption of unknown liabilities for which we are not indemnified or for which our indemnity is inadequate;
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the diversion of management’s and employees’ attention from other business concerns;
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unforeseen difficulties operating in new geographic areas or business lines; and
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a decrease in liquidity and increased leverage as a result of using significant amounts of available cash or debt to finance an acquisition.
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rates, operating terms and conditions of service;
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the form of tariffs governing service;
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the types of services we may offer to our customers;
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the certification and construction of new, or the expansion of existing, facilities;
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the acquisition, extension, disposition or abandonment of facilities;
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creditworthiness and credit support requirements;
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the maintenance of accounts and records;
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relationships among affiliated companies involved in certain aspects of the natural gas business;
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depreciation and amortization policies; and
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the initiation and discontinuation of services.
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rates, operating terms and conditions of service;
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the form of tariffs governing service;
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the maintenance of accounts and records;
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relationships among affiliated transporters and shippers; and
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depreciation and amortization policies.
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adverse changes in general global economic conditions;
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adverse changes in domestic regulations;
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technological advancements that may drive further increases in production and reduction in costs of developing natural gas shales;
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the price and availability of other forms of energy;
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prices for natural gas, crude oil and NGLs;
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decisions of the members of the Organization of the Petroleum Exporting Countries regarding price and production controls;
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increased costs to explore for, develop, produce, gather, process and transport natural gas or to transport crude oil;
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weather conditions, seasonal trends and hurricane disruptions;
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the nature and extent of, and changes in, governmental regulation, for example greenhouse gas legislation, taxation and hydraulic fracturing;
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perceptions of customers on the availability and price volatility of our services and natural gas and crude oil prices, particularly customers’ perceptions on the volatility of natural gas and crude oil prices over the long term;
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capacity and transportation service into, or out of, our markets; and
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petrochemical demand for NGLs.
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damage to pipelines, facilities, equipment and surrounding properties caused by hurricanes, earthquakes, tornadoes, floods, fires or other adverse weather conditions and other natural disasters and acts of terrorism;
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inadvertent damage from construction, vehicles, farm and utility equipment;
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uncontrolled releases of crude oil, natural gas and other hydrocarbons;
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leaks, migrations or losses of natural gas and crude oil as a result of the malfunction of equipment or facilities;
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outages at our processing facilities;
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ruptures, fires, leaks and explosions; and
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other hazards that could also result in personal injury and loss of life, pollution and other environmental risks, and suspension of operations.
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reauthorizing funding for federal pipeline safety programs, increasing penalties for safety violations and establishing additional safety requirements for newly constructed pipelines;
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requiring PHMSA to adopt appropriate regulations within two years and requiring the use of automatic or remote- controlled shutoff valves on new or rebuilt pipeline facilities;
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requiring operators of pipelines to verify maximum allowable operating pressure and report exceedances within five days; and
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requiring studies of certain safety issues that could result in the adoption of new regulatory requirements for new and existing pipelines, including changes to integrity management requirements for HCAs, and expansion of those requirements to areas outside of HCAs.
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CAA and analogous state laws, which impose obligations related to air emissions;
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Clean Water Act, or CWA, and analogous state laws, which regulate discharge of pollutants (Section 402) or fill material (Section 404) from our facilities to state and federal waters, including wetlands;
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Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and analogous state laws, which regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations to which we have sent wastes for disposal;
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Resource Conservation and Recovery Act, or RCRA, and analogous state laws, which impose requirements for the handling and discharge of hazardous and nonhazardous solid waste from our facilities;
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Occupational Safety and Health Act, or OSHA, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures;
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The National Environmental Policy Act, or NEPA, which requires federal agencies to evaluate major agency actions having the potential to significantly impact the environment and which may require the preparation of Environmental Assessments and more detailed Environmental Impact Statements that may be made available for public review and comment;
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The Migratory Bird Treaty Act, or MBTA, which implements various treaties and conventions between the United States and certain other nations for the protection of migratory birds and, pursuant to which the taking, killing or possessing of migratory birds is unlawful without a permit, thereby potentially requiring the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas;
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Endangered Species Act, or ESA, and analogous state laws, which seek to ensure that activities do not jeopardize endangered or threatened animals, fish and plant species, nor destroy or modify the critical habitat of such species;
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Bald and Golden Eagle Protection Act, or BGEPA, prohibits anyone, without a permit issued by the Secretary of the Interior, from "taking" bald or golden eagles, including their parts, nests, or eggs. The Act defines "take" as "pursue, shoot, shoot at, poison, wound, kill, capture, trap, collect, molest or disturb;"
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The Oil Pollution Act, or OPA, and analogous laws, which imposes liability for discharges of oil into waters of the United States and requires facilities which could be reasonably expected to discharge oil into waters of the United States to maintain and implement appropriate spill contingency plans; and
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National Historic Preservation Act, or NHPA, and analogous state laws, which is intended to preserve and protect historical and archeological sites.
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incur or guarantee additional debt;
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redeem or repurchase units or make distributions under certain circumstances;
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make certain investments and acquisitions;
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incur certain liens or permit them to exist;
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enter into certain types of transactions with affiliates;
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merge or consolidate with another company; and
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transfer, sell or otherwise dispose of assets.
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
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our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flow required to make interest payments on our debt;
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we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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our flexibility in responding to changing business and economic conditions may be limited.
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Neither our partnership agreement nor any other agreement requires Tallgrass GP Holdings or its owners to pursue a business strategy that favors us, and the officers and directors of Tallgrass GP Holdings have a fiduciary duty to make these decisions in the best interests of Tallgrass GP Holdings and its owners, which may be contrary to our interests. Tallgrass GP Holdings may choose to shift the focus of its investment and growth to areas not served by our assets.
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Tallgrass GP Holdings, its owners, and their respective affiliates are not limited in their ability to compete with us and, other than Tallgrass Development’s obligation to offer us certain assets (if Tallgrass Development decides to sell such assets) pursuant to the right of first offer under the Omnibus Agreement, may offer business opportunities or sell midstream assets to third parties without first offering us the right to bid for them.
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Our general partner is allowed to take into account the interests of parties other than us, such as Tallgrass GP Holdings, its owners, and their respective affiliates in resolving conflicts of interest and exercising certain rights under our partnership agreement, which has the effect of limiting its duty to our unitholders.
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All of the current officers and a majority of the current directors of our general partner are also officers and/or directors of Tallgrass GP Holdings and will owe fiduciary duties to Tallgrass GP Holdings. The officers of our general partner are also officers of the general partner of Tallgrass Development and will devote significant time to the business of Tallgrass Development.
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Our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty.
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Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.
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Disputes may arise under our commercial agreements with Tallgrass Development and its affiliates.
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Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and the creation, reduction or increase of reserves, each of which can affect the amount of cash available for distribution to our unitholders.
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Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion or investment capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders.
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Our general partner determines which costs incurred by it are reimbursable by us.
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Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions.
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Our partnership agreement permits us to classify up to $40 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our general partner units or to our general partner in respect of the IDRs.
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Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf.
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Our general partner may limit its liability regarding our contractual and other obligations.
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Our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if they own more than 80% of the common units.
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Our general partner controls the enforcement of the obligations that it and its affiliates owe to us, including Tallgrass Development’s and its affiliates’ obligations under the Omnibus Agreement and their commercial agreements with us.
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Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
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Our general partner may transfer its IDRs without unitholder approval.
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Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s IDRs without the approval of the conflicts committee of the board of directors of our general partner or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.
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how to allocate business opportunities among us and its affiliates;
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whether to exercise its limited call right;
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whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of our general partner;
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how to exercise its voting rights with respect to the units it owns;
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whether to elect to reset target distribution levels;
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whether to transfer the IDRs or any units it owns to a third party; and
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whether or not to consent to any merger, consolidation or conversion of the partnership or amendment to the partnership agreement.
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whenever our general partner, the board of directors of our general partner or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of our general partner and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of our partnership, and, except as specifically provided by our partnership agreement, will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;
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our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;
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our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
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our general partner will not be in breach of its obligations under the partnership agreement (including any duties to us or our unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is:
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*
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approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval;
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*
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approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates;
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*
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determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
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*
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determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.
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our existing unitholders’ proportionate ownership interest in us will decrease;
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the amount of cash available for distribution on each unit may decrease;
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because the amount payable to holders of IDRs is based on a percentage of the total cash available for distribution, the distributions to holders of IDRs will increase even if the per unit distribution on common units remains the same;
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the ratio of taxable income to distributions may increase;
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the relative voting strength of each previously outstanding unit may be diminished; and
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the market price of the common units may decline.
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we were conducting business in a state but had not complied with that particular state’s partnership statute; or
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•
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your right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute "control" of our business.
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Quarter Ended
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High
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Low
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Distribution per Common Unit
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||||||
December 31, 2014
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$
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45.49
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$
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33.83
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$
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0.4850
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September 30, 2014
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47.04
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37.90
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0.4100
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June 30, 2014
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40.22
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34.50
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0.3800
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March 31, 2014
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36.49
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25.25
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0.3250
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December 31, 2013
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27.74
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23.00
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0.3150
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September 30, 2013
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24.00
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21.12
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0.2975
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June 30, 2013
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22.91
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20.53
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0.1422
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(1)
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March 31, 2013
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N/A
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N/A
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N/A
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(1)
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The distribution declared in the second quarter of 2013 was prorated for the period from May 17, 2013 to June 30, 2013.
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•
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less, the amount of cash reserves established by our general partner to:
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◦
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provide for proper conduct of business;
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◦
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comply with applicable law or regulation, any of our debt instruments or other agreements; or
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◦
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provide funds for distribution to unitholders and to our general partner for any one or more of the next four quarters;
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•
|
plus, if our general partner so determines, all or any portion of the cash on hand on the date of distribution of available cash for the quarter, including cash on hand resulting from working capital borrowings made subsequent to the end of such quarter.
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
|
Year Ended December 31, 2011
|
||||||||||
|
(in thousands, except per unit amounts)
|
|
|
(in thousands, except per unit amounts)
|
||||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
371,556
|
|
|
$
|
290,526
|
|
|
$
|
38,572
|
|
|
|
$
|
220,292
|
|
|
$
|
307,043
|
|
Operating income
|
$
|
53,413
|
|
|
$
|
33,999
|
|
|
$
|
69
|
|
|
|
$
|
50,113
|
|
|
$
|
75,499
|
|
Net income (loss)
|
$
|
59,329
|
|
|
$
|
7,624
|
|
|
$
|
(2,618
|
)
|
|
|
$
|
51,496
|
|
|
$
|
77,507
|
|
Net income (loss) attributable to partners
|
$
|
70,681
|
|
|
$
|
9,747
|
|
|
$
|
(2,366
|
)
|
|
|
$
|
51,496
|
|
|
$
|
77,507
|
|
Net income allocable to limited partners
|
$
|
61,774
|
|
|
$
|
6,991
|
|
(1)
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
|||
Net income per limited partner unit - basic
|
$
|
1.39
|
|
|
$
|
0.17
|
|
(1)
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
|||
Net income per limited partner unit - diluted
|
$
|
1.36
|
|
|
$
|
0.17
|
|
(1)
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
|||
Balance sheet data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
1,853,081
|
|
|
$
|
1,116,806
|
|
|
$
|
726,754
|
|
|
|
$
|
717,486
|
|
|
$
|
719,009
|
|
Total assets
|
$
|
2,457,197
|
|
|
$
|
1,631,413
|
|
|
$
|
1,238,598
|
|
|
|
$
|
767,681
|
|
|
$
|
772,896
|
|
Long-term debt
|
$
|
559,000
|
|
|
$
|
135,000
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt allocated from TD
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
390,491
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions declared per common unit
|
$
|
1.6000
|
|
|
$
|
0.7547
|
|
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
(1)
|
The net income allocated to the limited partners was based upon the number of days between the closing of the IPO on May 17, 2013 to December 31, 2013.
|
•
|
Natural Gas Transportation & Logistics—the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities;
|
•
|
Crude Oil Transportation & Logistics—the ownership and operation of a crude oil pipeline system; and
|
•
|
Processing & Logistics—the ownership and operation of natural gas processing, treating and fractionation facilities, as well as water business services provided primarily to the oil and gas exploration and production industry.
|
•
|
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various expansion and growth opportunities.
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Reconciliation of Adjusted EBITDA to Net Income
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) attributable to partners
|
$
|
70,681
|
|
|
$
|
9,747
|
|
|
$
|
(2,366
|
)
|
|
|
$
|
51,496
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense (income), net of noncontrolling interest
|
7,648
|
|
|
11,035
|
|
|
3,179
|
|
|
|
(1,661
|
)
|
||||
Depreciation and amortization expense, net of noncontrolling interest
|
45,389
|
|
|
37,898
|
|
|
5,197
|
|
|
|
20,647
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
17,526
|
|
|
—
|
|
|
|
—
|
|
||||
Non-cash (gain) loss related to derivative instruments
|
(184
|
)
|
|
386
|
|
|
(273
|
)
|
|
|
—
|
|
||||
Non-cash compensation expense
|
5,136
|
|
|
1,798
|
|
|
—
|
|
|
|
—
|
|
||||
Distributions from unconsolidated investment
|
1,464
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Gain on remeasurement of unconsolidated investment
|
(9,388
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Texas Margin Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
|
279
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Non-cash loss allocated to noncontrolling interest
|
(10,151
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Equity in earnings of unconsolidated investment
|
(717
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
109,878
|
|
|
$
|
78,390
|
|
|
$
|
5,737
|
|
|
|
$
|
70,761
|
|
Reconciliation of Adjusted EBITDA and Distributable Cash Flow to Net Cash Provided by Operating Activities
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
79,444
|
|
|
$
|
82,482
|
|
|
$
|
10,464
|
|
|
|
$
|
81,335
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense (income), net of noncontrolling interest
|
7,648
|
|
|
11,035
|
|
|
3,179
|
|
|
|
(1,661
|
)
|
||||
Texas Margin Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
|
279
|
|
||||
Other, including changes in operating working capital
|
22,786
|
|
|
(15,127
|
)
|
|
(7,906
|
)
|
|
|
(9,192
|
)
|
||||
Adjusted EBITDA
|
$
|
109,878
|
|
|
$
|
78,390
|
|
|
$
|
5,737
|
|
|
|
$
|
70,761
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Pony Express preferred distributions in excess of distributable cash flow attributable to Pony Express
|
5,429
|
|
|
—
|
|
|
|
|
|
|
||||||
Pony Express deficiency payments
|
5,378
|
|
|
—
|
|
|
|
|
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Maintenance capital expenditures
|
(9,913
|
)
|
|
(15,951
|
)
|
|
|
|
|
|
||||||
Cash interest expense
|
(6,266
|
)
|
|
(3,555
|
)
|
|
|
|
|
|
||||||
Distributions to noncontrolling interest
|
(5,361
|
)
|
|
—
|
|
|
|
|
|
|
||||||
Cash flow attributable to predecessor operations
|
(3,086
|
)
|
|
3,367
|
|
|
|
|
|
|
||||||
Distributable Cash Flow
|
$
|
96,059
|
|
|
$
|
62,251
|
|
|
|
|
|
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Reconciliation of Adjusted EBITDA to Operating Income in the Natural Gas Transportation & Logistics Segment
(1)
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
40,887
|
|
|
$
|
24,040
|
|
|
$
|
(1,474
|
)
|
|
|
$
|
34,563
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
23,788
|
|
|
30,169
|
|
|
4,248
|
|
|
|
17,895
|
|
||||
Non-cash (gain) loss related to derivative instruments
|
(184
|
)
|
|
386
|
|
|
(273
|
)
|
|
|
—
|
|
||||
Other income
|
3,102
|
|
|
2,226
|
|
|
492
|
|
|
|
1
|
|
||||
Segment Adjusted EBITDA
|
$
|
67,593
|
|
|
$
|
56,821
|
|
|
$
|
2,993
|
|
|
|
$
|
52,459
|
|
Reconciliation of Adjusted EBITDA to Operating Income in the Crude Oil Transportation & Logistics Segment
(1)
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
3,601
|
|
|
$
|
(3,156
|
)
|
|
$
|
(378
|
)
|
|
|
$
|
—
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense, net of noncontrolling interest
|
10,553
|
|
|
1,009
|
|
|
126
|
|
|
|
—
|
|
||||
Adjusted EBITDA attributable to noncontrolling interests
|
1,557
|
|
|
2,104
|
|
|
252
|
|
|
|
—
|
|
||||
Segment Adjusted EBITDA
|
$
|
15,711
|
|
|
$
|
(43
|
)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Reconciliation of Adjusted EBITDA to Operating Income in the Processing & Logistics Segment
(1)
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
20,577
|
|
|
$
|
16,472
|
|
|
$
|
1,921
|
|
|
|
$
|
15,550
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense, net of noncontrolling interest
|
11,048
|
|
|
6,720
|
|
|
823
|
|
|
|
2,752
|
|
||||
Distributions from unconsolidated investment
|
1,464
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Segment Adjusted EBITDA
|
$
|
33,089
|
|
|
$
|
23,192
|
|
|
$
|
2,744
|
|
|
|
$
|
18,302
|
|
Total Segment Adjusted EBITDA
|
$
|
116,393
|
|
|
$
|
79,970
|
|
|
$
|
5,737
|
|
|
|
$
|
70,761
|
|
Public company costs
|
(2,500
|
)
|
|
(1,580
|
)
|
|
—
|
|
|
|
—
|
|
||||
Elimination of intersegment activity
|
(4,015
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Total Adjusted EBITDA
|
$
|
109,878
|
|
|
$
|
78,390
|
|
|
$
|
5,737
|
|
|
|
$
|
70,761
|
|
(1)
|
Segment results as presented represent total operating income and Adjusted EBITDA, including intersegment activity, for the Natural Gas Transportation & Logistics, Crude Oil Transportation & Logistics, and Processing & Logistics segments. For reconciliations to the consolidated financial data, see
Note 18
–
Reporting Segments
to the accompanying consolidated financial statements.
|
|
TEP
|
|
|
TEP Pre-Predecessor
(1)
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands, except operating data)
|
|
|
(in thousands, except
operating data)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas liquids sales
|
$
|
170,924
|
|
|
$
|
146,313
|
|
|
$
|
18,554
|
|
|
|
$
|
106,355
|
|
Natural gas sales
|
10,325
|
|
|
9,387
|
|
|
2,326
|
|
|
|
15,634
|
|
||||
Natural gas transportation services
|
126,733
|
|
|
120,025
|
|
|
15,970
|
|
|
|
93,214
|
|
||||
Crude oil transportation services
|
28,343
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Processing and other revenues
|
35,231
|
|
|
14,801
|
|
|
1,722
|
|
|
|
5,089
|
|
||||
Total Revenues
|
371,556
|
|
|
290,526
|
|
|
38,572
|
|
|
|
220,292
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales and transportation services
|
191,654
|
|
|
146,154
|
|
|
19,050
|
|
|
|
101,452
|
|
||||
Operations and maintenance
|
39,577
|
|
|
35,404
|
|
|
3,921
|
|
|
|
29,901
|
|
||||
Depreciation and amortization
|
47,048
|
|
|
39,917
|
|
|
5,449
|
|
|
|
20,647
|
|
||||
General and administrative
|
33,160
|
|
|
27,651
|
|
|
8,806
|
|
|
|
11,318
|
|
||||
Taxes, other than income taxes
|
6,704
|
|
|
7,401
|
|
|
1,277
|
|
|
|
6,861
|
|
||||
Total Operating Costs and Expenses
|
318,143
|
|
|
256,527
|
|
|
38,503
|
|
|
|
170,179
|
|
||||
Operating Income
|
53,413
|
|
|
33,999
|
|
|
69
|
|
|
|
50,113
|
|
||||
Other (Expense) Income:
|
|
|
|
|
|
|
|
|
||||||||
Interest (expense) income, net
|
(7,292
|
)
|
|
(11,054
|
)
|
|
(3,179
|
)
|
|
|
1,661
|
|
||||
Gain on remeasurement of unconsolidated investment
|
9,388
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
(17,526
|
)
|
|
—
|
|
|
|
—
|
|
||||
Equity in earnings of unconsolidated investment
|
717
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other income, net
|
3,103
|
|
|
2,205
|
|
|
492
|
|
|
|
1
|
|
||||
Total Other Income (Expense)
|
5,916
|
|
|
(26,375
|
)
|
|
(2,687
|
)
|
|
|
1,662
|
|
||||
Net Income (Loss) Before Taxes
|
59,329
|
|
|
7,624
|
|
|
(2,618
|
)
|
|
|
51,775
|
|
||||
Texas Margin Taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
|
279
|
|
||||
Net Income (Loss)
|
59,329
|
|
|
7,624
|
|
|
(2,618
|
)
|
|
|
51,496
|
|
||||
Net loss attributable to noncontrolling interests
|
11,352
|
|
|
2,123
|
|
|
252
|
|
|
|
—
|
|
||||
Net Income (Loss) attributable to partners
|
70,681
|
|
|
9,747
|
|
|
(2,366
|
)
|
|
|
51,496
|
|
||||
Other Financial Data
(2)
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
109,878
|
|
|
$
|
78,390
|
|
|
$
|
5,737
|
|
|
|
$
|
70,761
|
|
Operating Data
|
|
|
|
|
|
|
|
|
||||||||
Gas transportation firm contracted capacity (Mmcf/d)
|
1,537
|
|
|
1,411
|
|
|
1,383
|
|
|
|
762
|
|
||||
Crude oil transportation average throughput (Bbls/d)
(3)
|
85,229
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
||||
Natural gas processing inlet volumes (Mmcf/d)
|
152
|
|
|
133
|
|
|
127
|
|
|
|
122
|
|
(1)
|
As discussed further in
Note 2
–
Summary of Significant Accounting Policies
to the accompanying consolidated financial statements, financial information for the TEP Pre-Predecessor has not been recast to reflect the operations of Trailblazer and the 33.3% membership interest in Pony Express.
|
(2)
|
For more information regarding Adjusted EBITDA and a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, please see "Non-GAAP Financial Measures" above.
|
(3)
|
Approximate average daily throughput for the year ended December 31, 2014 is reflective of the volumetric ramp up due to commercial in-service of the Pony Express System beginning in October 2014 and delays in the construction and expansion efforts of third-party pipelines with which Pony Express shares joint tariffs.
|
|
TEP
|
|
|
TEP Pre-Predecessor
(2)
|
||||||||||||
Segment Financial Data - Natural Gas Transportation & Logistics
(1)
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas sales
|
$
|
7,868
|
|
|
$
|
5,906
|
|
|
$
|
624
|
|
|
|
$
|
9,814
|
|
Natural gas transportation services
|
131,990
|
|
|
121,945
|
|
|
16,066
|
|
|
|
93,910
|
|
||||
Processing and other revenues
|
222
|
|
|
26
|
|
|
6
|
|
|
|
278
|
|
||||
Total revenues
|
140,080
|
|
|
127,877
|
|
|
16,696
|
|
|
|
104,002
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales and transportation services
|
25,115
|
|
|
19,293
|
|
|
2,312
|
|
|
|
14,378
|
|
||||
Operations and maintenance
|
27,422
|
|
|
26,682
|
|
|
3,040
|
|
|
|
21,625
|
|
||||
Depreciation and amortization
|
23,788
|
|
|
30,169
|
|
|
4,248
|
|
|
|
17,895
|
|
||||
General and administrative
|
16,767
|
|
|
20,604
|
|
|
7,335
|
|
|
|
8,994
|
|
||||
Taxes, other than income taxes
|
6,101
|
|
|
7,089
|
|
|
1,235
|
|
|
|
6,547
|
|
||||
Total operating costs and expenses
|
99,193
|
|
|
103,837
|
|
|
18,170
|
|
|
|
69,439
|
|
||||
Operating income (loss)
|
$
|
40,887
|
|
|
$
|
24,040
|
|
|
$
|
(1,474
|
)
|
|
|
$
|
34,563
|
|
Segment Adjusted EBITDA
|
$
|
67,593
|
|
|
$
|
56,821
|
|
|
$
|
2,993
|
|
|
|
$
|
52,459
|
|
(1)
|
Segment results as presented represent total revenue and Adjusted EBITDA, including intersegment activity. For reconciliations to the consolidated financial data, see
Note 18
–
Reporting Segments
to the accompanying consolidated financial statements.
|
(2)
|
As discussed further in
Note 2
–
Summary of Significant Accounting Policies
to the accompanying consolidated financial statements, financial information for the TEP Pre-Predecessor has not been recast to reflect the operations of Trailblazer.
|
|
TEP
|
|
|
TEP Pre-Predecessor
(1)
|
||||||||||||
Segment Financial Data - Crude Oil Transportation & Logistics
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Crude Oil transportation services
|
$
|
28,343
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Total revenues
|
28,343
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales and transportation services
|
7,025
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Operations and maintenance
|
717
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Depreciation and amortization
|
12,067
|
|
|
3,028
|
|
|
378
|
|
|
|
—
|
|
||||
General and administrative
|
4,683
|
|
|
128
|
|
|
—
|
|
|
|
—
|
|
||||
Taxes, other than income taxes
|
250
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Total operating costs and expenses
|
24,742
|
|
|
3,156
|
|
|
378
|
|
|
|
—
|
|
||||
Operating income (loss)
|
$
|
3,601
|
|
|
$
|
(3,156
|
)
|
|
$
|
(378
|
)
|
|
|
$
|
—
|
|
Segment Adjusted EBITDA
|
$
|
15,711
|
|
|
$
|
(43
|
)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
(1)
|
As discussed further in
Note 2
–
Summary of Significant Accounting Policies
to the accompanying consolidated financial statements, financial information for the TEP Pre-Predecessor has not been recast to reflect the operations of Pony Express.
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
Segment Financial Data - Processing & Logistics
(1)
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas liquids sales
|
$
|
170,924
|
|
|
$
|
146,313
|
|
|
$
|
18,554
|
|
|
|
$
|
106,355
|
|
Natural gas sales
|
2,457
|
|
|
3,481
|
|
|
1,702
|
|
|
|
5,820
|
|
||||
Processing and other revenues
|
35,009
|
|
|
14,775
|
|
|
1,716
|
|
|
|
4,811
|
|
||||
Total revenues
|
208,390
|
|
|
164,569
|
|
|
21,972
|
|
|
|
116,986
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales and transportation services
|
160,756
|
|
|
128,781
|
|
|
16,834
|
|
|
|
87,770
|
|
||||
Operations and maintenance
|
11,438
|
|
|
8,722
|
|
|
881
|
|
|
|
8,276
|
|
||||
Depreciation and amortization
|
11,193
|
|
|
6,720
|
|
|
823
|
|
|
|
2,752
|
|
||||
General and administrative
|
4,073
|
|
|
3,562
|
|
|
1,471
|
|
|
|
2,324
|
|
||||
Taxes, other than income taxes
|
353
|
|
|
312
|
|
|
42
|
|
|
|
314
|
|
||||
Total operating costs and expenses
|
187,813
|
|
|
148,097
|
|
|
20,051
|
|
|
|
101,436
|
|
||||
Operating income
|
$
|
20,577
|
|
|
$
|
16,472
|
|
|
$
|
1,921
|
|
|
|
$
|
15,550
|
|
Segment Adjusted EBITDA
|
$
|
33,089
|
|
|
$
|
23,192
|
|
|
$
|
2,744
|
|
|
|
$
|
18,302
|
|
(1)
|
Segment results as presented represent total revenue and Adjusted EBITDA, including intersegment activity. For reconciliations to the consolidated financial data, see
Note 18
–
Reporting Segments
to the accompanying consolidated financial statements.
|
•
|
cash generated from our operations;
|
•
|
borrowing capacity available under our revolving credit facility; and
|
•
|
future issuances of additional partnership units and/or debt securities.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Cash on hand
|
$
|
867
|
|
|
$
|
—
|
|
Total capacity under the revolving credit facility
|
850,000
|
|
|
500,000
|
|
||
Less: Outstanding borrowings under the revolving credit facility
|
(559,000
|
)
|
|
(135,000
|
)
|
||
Less: Letters of credit issued under the revolving credit facility
|
—
|
|
|
(654
|
)
|
||
Available capacity under the revolving credit facility
|
291,000
|
|
|
364,346
|
|
||
Total liquidity
|
$
|
291,867
|
|
|
$
|
364,346
|
|
|
TEP
|
|
|
TEP Pre-Predecessor
(1)
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
79,444
|
|
|
$
|
82,482
|
|
|
$
|
10,464
|
|
|
|
$
|
81,335
|
|
Investing activities
|
$
|
(1,102,729
|
)
|
|
$
|
(347,610
|
)
|
|
$
|
(12,754
|
)
|
|
|
$
|
(21,692
|
)
|
Financing activities
|
$
|
1,024,152
|
|
|
$
|
265,128
|
|
|
$
|
308
|
|
|
|
$
|
(57,661
|
)
|
(1)
|
As discussed further in
Note 2
–
Summary of Significant Accounting Policies
to the accompanying consolidated financial statements, financial information for the TEP Pre-Predecessor has not been recast to reflect the operations of Trailblazer and Pony Express.
|
|
|
|
|
Distributions
|
|
|
|
||||||||||||||||
|
|
|
|
Limited Partner Units
|
|
General Partner
|
|
|
|
Distributions
per Limited Partner Unit |
|
||||||||||||
Three Months Ended
|
|
Date Paid
|
|
Incentive Distribution Rights
|
|
General Partner Units
|
|
Total
|
|
|
|||||||||||||
|
|
|
|
(in thousands, except per unit amounts)
|
|
|
|
||||||||||||||||
December 31, 2014
|
|
February 13, 2015
|
|
$
|
23,782
|
|
|
$
|
4,039
|
|
|
$
|
473
|
|
|
$
|
28,294
|
|
|
$
|
0.4850
|
|
|
September 30, 2014
|
|
November 14, 2014
|
|
20,092
|
|
|
1,208
|
|
|
363
|
|
|
21,663
|
|
|
0.4100
|
|
|
|||||
June 30, 2014
|
|
August 14, 2014
|
|
18,596
|
|
|
758
|
|
|
330
|
|
|
19,684
|
|
|
0.3800
|
|
|
|||||
March 31, 2014
|
|
May 14, 2014
|
|
13,288
|
|
|
126
|
|
|
274
|
|
|
13,688
|
|
|
0.3250
|
|
|
|||||
December 31, 2013
|
|
February 12, 2014
|
|
12,757
|
|
|
63
|
|
|
262
|
|
|
13,082
|
|
|
0.3150
|
|
|
|||||
September 30, 2013
|
|
November 13, 2013
|
|
12,049
|
|
|
—
|
|
|
245
|
|
|
12,294
|
|
|
0.2975
|
|
|
|||||
June 30, 2013
|
|
August 13, 2013
|
|
5,759
|
|
|
—
|
|
|
118
|
|
|
5,877
|
|
|
0.1422
|
|
(1)
|
|||||
March 31, 2013
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
(1)
|
The distribution declared on July 18, 2013 for the second quarter of 2013 represented a prorated amount of the MQD of
$0.2875
per common unit, based upon the number of days between the closing of the IPO on May 17, 2013 and June 30, 2013.
|
•
|
maintenance capital expenditures, which are cash expenditures incurred (including expenditures for the construction or development of new capital assets) that we expect to maintain our long-term operating income or operating capacity. These expenditures typically include certain system integrity, compliance and safety improvements; and
|
•
|
expansion capital expenditures, which are cash expenditures to increase our operating income or operating capacity over the long term. Expansion capital expenditures include acquisitions or capital improvements (such as additions to or improvements on the capital assets owned, or acquisition or construction of new capital assets).
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from
November 13, 2012 to December 31, 2012
|
|
|
Period from
January 1, 2012 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
|
|
|
||||||||||
Maintenance capital expenditures
|
$
|
9,913
|
|
|
$
|
15,951
|
|
|
$
|
5,562
|
|
|
|
$
|
6,218
|
|
Expansion capital expenditures
|
762,073
|
|
|
422,981
|
|
|
9,608
|
|
|
|
13,322
|
|
||||
Total capital expenditures incurred
|
$
|
771,986
|
|
|
$
|
438,932
|
|
|
$
|
15,170
|
|
|
|
$
|
19,540
|
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Debt obligations
(1)
|
|
$
|
559,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
559,000
|
|
|
$
|
—
|
|
Interest on debt obligations
(2)
|
|
46,113
|
|
|
13,673
|
|
|
27,346
|
|
|
5,094
|
|
|
—
|
|
|||||
Operating lease and service contract obligations
(3)
|
|
644,456
|
|
|
24,439
|
|
|
55,859
|
|
|
57,745
|
|
|
506,413
|
|
|||||
Land site lease and right-of-way
(4)
|
|
889
|
|
|
101
|
|
|
194
|
|
|
174
|
|
|
420
|
|
|||||
Other purchase commitments
(5)
|
|
65,474
|
|
|
65,439
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,315,932
|
|
|
$
|
103,652
|
|
|
$
|
83,434
|
|
|
$
|
622,013
|
|
|
$
|
506,833
|
|
(1)
|
Debt obligations at
December 31, 2014
consisted of borrowings under the revolving credit facility. For additional information, see
Note 10
-
Long-term Debt
to the Consolidated Financial Statements in Item 8.—Financial Statements and Supplementary Data.
|
(2)
|
Interest on debt obligations is estimated using current borrowings and interest rates as of
December 31, 2014
. For additional information, see
Note 10
-
Long-term Debt
to the Consolidated Financial Statements in Item 8.—Financial Statements and Supplementary Data.
|
(3)
|
Operating leases and service contracts consist of leases for crude oil storage as well as office space and equipment. For additional information, see
Note 12
-
Commitments & Contingent Liabilities
to the Consolidated Financial Statements in Item 8.—Financial Statements and Supplementary Data.
|
(4)
|
Land site lease and right-of-way contracts consist of payments to landowners, primarily in our Natural Gas Transportation & Logistics and Crude Oil Transportation & Logistics segments. For additional information, see
Note 12
-
Commitments & Contingent Liabilities
to the Consolidated Financial Statements in Item 8.—Financial Statements and Supplementary Data.
|
(5)
|
Other purchase commitments primarily relate to planned non-reimbursable capital expenditures.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
ASSETS
|
|
||||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
867
|
|
|
$
|
—
|
|
Accounts receivable, net
|
39,768
|
|
|
30,033
|
|
||
Receivable from related party
|
73,393
|
|
|
—
|
|
||
Gas imbalances
|
2,442
|
|
|
3,128
|
|
||
Inventories
|
13,045
|
|
|
5,549
|
|
||
Prepayments and other current assets
|
2,766
|
|
|
16,986
|
|
||
Total Current Assets
|
132,281
|
|
|
55,696
|
|
||
Property, plant and equipment, net
|
1,853,081
|
|
|
1,116,806
|
|
||
Goodwill
|
343,288
|
|
|
334,715
|
|
||
Intangible asset, net
|
104,538
|
|
|
102,567
|
|
||
Deferred financing costs
|
5,528
|
|
|
4,512
|
|
||
Deferred charges and other assets
|
18,481
|
|
|
17,117
|
|
||
Total Assets
|
$
|
2,457,197
|
|
|
$
|
1,631,413
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable, including $45,534 and $89,212 related to variable interest entities
|
$
|
62,329
|
|
|
$
|
149,452
|
|
Accounts payable to related parties
|
3,915
|
|
|
7,137
|
|
||
Gas imbalances
|
3,611
|
|
|
3,664
|
|
||
Derivative liabilities at fair value
|
—
|
|
|
184
|
|
||
Accrued taxes
|
3,989
|
|
|
5,520
|
|
||
Accrued liabilities
|
9,384
|
|
|
5,550
|
|
||
Deferred revenue
|
5,468
|
|
|
538
|
|
||
Other current liabilities
|
7,872
|
|
|
10,695
|
|
||
Total Current Liabilities
|
96,568
|
|
|
182,740
|
|
||
Long-term debt
|
559,000
|
|
|
135,000
|
|
||
Other long-term liabilities and deferred credits
|
6,478
|
|
|
4,572
|
|
||
Total Long-term Liabilities
|
565,478
|
|
|
139,572
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Predecessor Equity
|
—
|
|
|
247,221
|
|
||
Common unitholders (32,834,105 and 24,300,000 units issued and outstanding at December 31, 2014 and 2013, respectively)
|
800,333
|
|
|
455,197
|
|
||
Subordinated unitholder (16,200,000 units issued and outstanding at December 31, 2014 and 2013)
|
274,133
|
|
|
274,666
|
|
||
General partner (834,391 and 826,531 units issued and outstanding at December 31, 2014 and 2013, respectively)
|
(35,743
|
)
|
|
14,078
|
|
||
Total Partners’ Equity
|
1,038,723
|
|
|
991,162
|
|
||
Noncontrolling interests
|
$
|
756,428
|
|
|
$
|
317,939
|
|
Total Equity
|
$
|
1,795,151
|
|
|
$
|
1,309,101
|
|
Total Liabilities and Equity
|
$
|
2,457,197
|
|
|
$
|
1,631,413
|
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands, except per unit amounts)
|
|
|
(in thousands, except per unit amounts)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas liquids sales
|
170,924
|
|
|
146,313
|
|
|
18,554
|
|
|
|
106,355
|
|
||||
Natural gas sales
|
10,325
|
|
|
9,387
|
|
|
2,326
|
|
|
|
15,634
|
|
||||
Natural gas transportation services
|
126,733
|
|
|
120,025
|
|
|
15,970
|
|
|
|
93,214
|
|
||||
Crude oil transportation services
|
28,343
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Processing and other revenues
|
35,231
|
|
|
14,801
|
|
|
1,722
|
|
|
|
5,089
|
|
||||
Total Revenues
|
371,556
|
|
|
290,526
|
|
|
38,572
|
|
|
|
220,292
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales and transportation services (exclusive of depreciation and amortization shown below)
|
191,654
|
|
|
146,154
|
|
|
19,050
|
|
|
|
101,452
|
|
||||
Operations and maintenance
|
39,577
|
|
|
35,404
|
|
|
3,921
|
|
|
|
29,901
|
|
||||
Depreciation and amortization
|
47,048
|
|
|
39,917
|
|
|
5,449
|
|
|
|
20,647
|
|
||||
General and administrative
|
33,160
|
|
|
27,651
|
|
|
8,806
|
|
|
|
11,318
|
|
||||
Taxes, other than income taxes
|
6,704
|
|
|
7,401
|
|
|
1,277
|
|
|
|
6,861
|
|
||||
Total Operating Costs and Expenses
|
318,143
|
|
|
256,527
|
|
|
38,503
|
|
|
|
170,179
|
|
||||
Operating Income
|
53,413
|
|
|
33,999
|
|
|
69
|
|
|
|
50,113
|
|
||||
Other (Expense) Income:
|
|
|
|
|
|
|
|
|
||||||||
Interest (expense) income, net
|
(7,292
|
)
|
|
(11,054
|
)
|
|
(3,179
|
)
|
|
|
1,661
|
|
||||
Gain on remeasurement of unconsolidated investment
|
9,388
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
(17,526
|
)
|
|
—
|
|
|
|
—
|
|
||||
Equity in earnings of unconsolidated investment
|
717
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other income, net
|
3,103
|
|
|
2,205
|
|
|
492
|
|
|
|
1
|
|
||||
Total Other Income (Expense)
|
5,916
|
|
|
(26,375
|
)
|
|
(2,687
|
)
|
|
|
1,662
|
|
||||
Net Income (Loss) Before Income Taxes
|
59,329
|
|
|
7,624
|
|
|
(2,618
|
)
|
|
|
51,775
|
|
||||
Texas Margin Taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
|
279
|
|
||||
Net Income (Loss)
|
59,329
|
|
|
7,624
|
|
|
(2,618
|
)
|
|
|
51,496
|
|
||||
Net loss attributable to noncontrolling interests
|
11,352
|
|
|
2,123
|
|
|
252
|
|
|
|
—
|
|
||||
Net Income (Loss) attributable to partners
|
$
|
70,681
|
|
|
$
|
9,747
|
|
|
$
|
(2,366
|
)
|
|
|
$
|
51,496
|
|
Allocation of income to the limited partners:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to partners
|
$
|
70,681
|
|
|
$
|
9,747
|
|
|
|
|
|
|
||||
Predecessor operations interest in net (income) loss
|
(1,508
|
)
|
|
4,432
|
|
|
|
|
|
|
||||||
Net income attributable to partners, excluding predecessor operations interest
|
69,173
|
|
|
14,179
|
|
|
|
|
|
|
||||||
Net income attributable to partners prior to May 17, 2013
|
—
|
|
|
(6,982
|
)
|
|
|
|
|
|
||||||
Net income attributable to partners subsequent to May 17, 2013
|
69,173
|
|
|
7,197
|
|
|
|
|
|
|
||||||
General partner interest in net income subsequent to May 17, 2013
|
(7,399
|
)
|
|
(206
|
)
|
|
|
|
|
|
||||||
Common and subordinated unitholders' interest in net income subsequent to May 17, 2013
|
61,774
|
|
|
6,991
|
|
|
|
|
|
|
||||||
Basic net income per common and subordinated unit
|
$
|
1.39
|
|
|
$
|
0.17
|
|
|
|
|
|
|
||||
Diluted net income per common and subordinated unit
|
$
|
1.36
|
|
|
$
|
0.17
|
|
|
|
|
|
|
||||
Basic average number of common and subordinated units outstanding
|
44,346
|
|
|
40,450
|
|
|
|
|
|
|
||||||
Diluted average number of common and subordinated units outstanding
|
45,394
|
|
|
41,458
|
|
|
|
|
|
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Net Income (Loss) attributable to partners
|
$
|
70,681
|
|
|
$
|
9,747
|
|
|
$
|
(2,366
|
)
|
|
|
$
|
51,496
|
|
Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of change in fair value of derivatives to net income
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(4,187
|
)
|
||||
Change in fair value of derivatives utilized for hedging purposes
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,024
|
|
||||
Total Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(3,163
|
)
|
||||
Total comprehensive income (loss) attributable to partners
|
$
|
70,681
|
|
|
$
|
9,747
|
|
|
$
|
(2,366
|
)
|
|
|
$
|
48,333
|
|
|
TEP Pre-Predecessor Member's Capital
|
|
TEP Predecessor Member's Capital
|
|
Predecessor Equity
|
|
Accumulated Other Comprehensive Income
|
|
Limited Partners
|
|
General Partner
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
Common
|
|
Subordinated
|
|
|
|
|
|
Total Partners’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|
|
||||||||||||||||||||||||||||||
Balance at January 1, 2012
|
$
|
733,717
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,091
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
736,808
|
|
|
$
|
—
|
|
|
$
|
736,808
|
|
Net income to Member
|
51,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,496
|
|
|
—
|
|
|
51,496
|
|
||||||||||
Distributions to Member, net
|
(57,661
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,661
|
)
|
|
—
|
|
|
(57,661
|
)
|
||||||||||
Total change in fair value of derivatives, including a reclassification to earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,163
|
)
|
|
—
|
|
|
(3,163
|
)
|
||||||||||
Balance at November 12, 2012
|
$
|
727,552
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(72
|
)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
727,480
|
|
|
$
|
—
|
|
|
$
|
727,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
TEP Predecessor's acquisition of TIGT, TMID, Trailblazer and Pony Express
|
$
|
—
|
|
|
$
|
573,242
|
|
|
$
|
122,404
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
695,646
|
|
|
$
|
70,649
|
|
|
$
|
766,295
|
|
Net loss to Member
|
—
|
|
|
(1,408
|
)
|
|
(958
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,366
|
)
|
|
(252
|
)
|
|
(2,618
|
)
|
||||||||||
Balance at December 31, 2012
|
$
|
—
|
|
|
$
|
571,834
|
|
|
$
|
121,446
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
693,280
|
|
|
$
|
70,397
|
|
|
$
|
763,677
|
|
Net income (loss) attributable to to the period from January 1, 2013 to May 16, 2013
|
—
|
|
|
6,982
|
|
|
(1,172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,810
|
|
|
(761
|
)
|
|
5,049
|
|
||||||||||
Distributions to Member, net
|
—
|
|
|
(118,538
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118,538
|
)
|
|
—
|
|
|
(118,538
|
)
|
||||||||||
Contribution of net assets of TIGT and TMID
|
—
|
|
|
(460,278
|
)
|
|
—
|
|
|
—
|
|
|
9,700
|
|
|
167,051
|
|
|
16,200
|
|
|
278,992
|
|
|
827
|
|
|
14,235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Issuance of units to public (including underwriter over-allotment), net of offering and other costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,600
|
|
|
290,483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
290,483
|
|
|
—
|
|
|
290,483
|
|
||||||||||
Net (loss) income attributable to the period from May 17, 2013 to December 31, 2013
|
—
|
|
|
—
|
|
|
(3,260
|
)
|
|
—
|
|
|
—
|
|
|
4,194
|
|
|
—
|
|
|
2,797
|
|
|
—
|
|
|
206
|
|
|
3,937
|
|
|
(1,362
|
)
|
|
2,575
|
|
||||||||||
Distributions to unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,685
|
)
|
|
—
|
|
|
(7,123
|
)
|
|
—
|
|
|
(363
|
)
|
|
(18,171
|
)
|
|
—
|
|
|
(18,171
|
)
|
||||||||||
Noncash compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,154
|
|
|
—
|
|
|
4,154
|
|
||||||||||
Contributions from Predecessor Member, net
|
—
|
|
|
—
|
|
|
130,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,207
|
|
|
249,665
|
|
|
379,872
|
|
||||||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
247,221
|
|
|
$
|
—
|
|
|
24,300
|
|
|
$
|
455,197
|
|
|
16,200
|
|
|
$
|
274,666
|
|
|
827
|
|
|
$
|
14,078
|
|
|
$
|
991,162
|
|
|
$
|
317,939
|
|
|
$
|
1,309,101
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
1,508
|
|
|
—
|
|
|
—
|
|
|
39,141
|
|
|
—
|
|
|
22,633
|
|
|
—
|
|
|
7,399
|
|
|
70,681
|
|
|
(11,352
|
)
|
|
59,329
|
|
||||||||||
Issuance of units to public (including underwriter over-allotment), net of offering and other costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,079
|
|
|
320,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320,385
|
|
|
—
|
|
|
320,385
|
|
||||||||||
Noncash compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,154
|
|
|
—
|
|
|
10,154
|
|
||||||||||
Distributions to unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,567
|
)
|
|
—
|
|
|
(23,166
|
)
|
|
—
|
|
|
(3,384
|
)
|
|
(68,117
|
)
|
|
—
|
|
|
(68,117
|
)
|
||||||||||
Contribution from TD
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,488
|
|
|
27,488
|
|
|
—
|
|
|
27,488
|
|
||||||||||
(Distributions to) Contributions from Predecessor Member, net
|
—
|
|
|
—
|
|
|
(97,887
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,887
|
)
|
|
410,012
|
|
|
312,125
|
|
||||||||||
Contributions from Noncontrolling Interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,429
|
|
|
5,429
|
|
||||||||||
Distributions to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,406
|
)
|
|
(5,406
|
)
|
||||||||||
Issuance of general partner units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
263
|
|
|
263
|
|
|
—
|
|
|
263
|
|
||||||||||
Acquisition of Trailblazer
|
—
|
|
|
—
|
|
|
(91,090
|
)
|
|
—
|
|
|
385
|
|
|
14,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,933
|
)
|
|
(150,000
|
)
|
|
—
|
|
|
(150,000
|
)
|
||||||||||
Acquisition of Water Solutions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,400
|
|
|
1,400
|
|
||||||||||
Acquisition of 33.3% Pony Express membership interest
|
—
|
|
|
—
|
|
|
(59,752
|
)
|
|
—
|
|
|
70
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,654
|
)
|
|
(65,406
|
)
|
|
38,406
|
|
|
(27,000
|
)
|
||||||||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
32,834
|
|
|
$
|
800,333
|
|
|
16,200
|
|
|
$
|
274,133
|
|
|
835
|
|
|
$
|
(35,743
|
)
|
|
$
|
1,038,723
|
|
|
$
|
756,428
|
|
|
$
|
1,795,151
|
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
59,329
|
|
|
$
|
7,624
|
|
|
$
|
(2,618
|
)
|
|
|
$
|
51,496
|
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
49,041
|
|
|
41,663
|
|
|
5,844
|
|
|
|
20,647
|
|
||||
Gain on remeasurement of unconsolidated investment
|
(9,388
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
17,526
|
|
|
—
|
|
|
|
—
|
|
||||
Noncash compensation expense
|
5,136
|
|
|
1,798
|
|
|
—
|
|
|
|
—
|
|
||||
Changes in components of working capital:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable and other
|
(348
|
)
|
|
8,506
|
|
|
1,425
|
|
|
|
(3,749
|
)
|
||||
Gas imbalances
|
1,504
|
|
|
2,393
|
|
|
(318
|
)
|
|
|
4,551
|
|
||||
Inventories
|
(8,367
|
)
|
|
(2,807
|
)
|
|
(214
|
)
|
|
|
(98
|
)
|
||||
Accounts payable and accrued liabilities
|
(21,787
|
)
|
|
12,207
|
|
|
5,540
|
|
|
|
6,286
|
|
||||
Deferred revenue
|
6,619
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Deferred lease payment
|
—
|
|
|
(4,563
|
)
|
|
—
|
|
|
|
—
|
|
||||
Other operating, net
|
(2,295
|
)
|
|
(1,865
|
)
|
|
805
|
|
|
|
2,202
|
|
||||
Net Cash Provided by Operating Activities
|
79,444
|
|
|
82,482
|
|
|
10,464
|
|
|
|
81,335
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(665,650
|
)
|
|
(346,020
|
)
|
|
(12,698
|
)
|
|
|
(19,540
|
)
|
||||
Issuance of related party loan
|
(270,000
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of Trailblazer
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of additional equity interests in Water Solutions
|
(7,600
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of Pony Express membership interest
|
(27,000
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other investing, net
|
17,521
|
|
|
(1,590
|
)
|
|
(56
|
)
|
|
|
(2,152
|
)
|
||||
Net Cash Used in Investing Activities
|
(1,102,729
|
)
|
|
(347,610
|
)
|
|
(12,754
|
)
|
|
|
(21,692
|
)
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Distributions to unitholders
|
(68,117
|
)
|
|
(18,171
|
)
|
|
—
|
|
|
|
—
|
|
||||
Contribution from TD
|
27,488
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Repayment of debt assumed from TD
|
—
|
|
|
(400,000
|
)
|
|
—
|
|
|
|
—
|
|
||||
Borrowings under revolving credit facility, net
|
424,000
|
|
|
135,000
|
|
|
—
|
|
|
|
—
|
|
||||
Proceeds from public offerings, net of offering costs
|
320,385
|
|
|
290,483
|
|
|
—
|
|
|
|
—
|
|
||||
Contributions from Predecessor Member, net
|
312,125
|
|
|
379,872
|
|
|
—
|
|
|
|
—
|
|
||||
Distributions to Member, net
|
—
|
|
|
(118,538
|
)
|
|
—
|
|
|
|
(57,661
|
)
|
||||
Other financing, net
|
8,271
|
|
|
(3,518
|
)
|
|
308
|
|
|
|
—
|
|
||||
Net Cash Provided by (Used in) Financing Activities
|
1,024,152
|
|
|
265,128
|
|
|
308
|
|
|
|
(57,661
|
)
|
||||
Net Change in Cash and Cash Equivalents
|
867
|
|
|
—
|
|
|
(1,982
|
)
|
|
|
1,982
|
|
||||
Cash and Cash Equivalents, beginning of period
|
—
|
|
|
—
|
|
|
1,982
|
|
|
|
—
|
|
||||
Cash and Cash Equivalents, end of period
|
$
|
867
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,982
|
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental Disclosures:
|
|
|
|
|
|
|
|
|
||||||||
Cash payments for interest, net
|
$
|
6,801
|
|
|
$
|
3,450
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Schedule of Noncash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment acquired via the cash management agreement with TD
|
$
|
158,357
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Distribution to noncontrolling interests settled via the cash management agreement with TD
|
$
|
5,361
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Increase in accrual for payment of property, plant and equipment
|
$
|
—
|
|
|
$
|
90,373
|
|
|
$
|
5,325
|
|
|
|
$
|
1,939
|
|
Increase in accrual for reimbursable construction in progress projects
|
$
|
—
|
|
|
$
|
14,470
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Fair value of TIGT and TMID assets contributed by TD
|
$
|
—
|
|
|
$
|
1,027,127
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Fair value of TIGT and TMID liabilities contributed by TD
|
$
|
—
|
|
|
$
|
(566,849
|
)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Fair value of assets acquired by TEP Predecessor
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,230,618
|
|
|
|
$
|
—
|
|
Fair value of liabilities acquired by TEP Predecessor
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(464,323
|
)
|
|
|
$
|
—
|
|
•
|
Tallgrass Interstate Gas Transmission, LLC ("TIGT"), which owns an interstate gas pipeline and storage system (the "TIGT System") that is regulated by the FERC. TIGT currently has approximately
4,653
miles of varying diameter natural gas transmission lines in Colorado, Kansas, Missouri, Nebraska and Wyoming.
|
•
|
Tallgrass Midstream, LLC ("TMID"), which owns and operates
one
treating and
two
natural gas processing plants in Wyoming.
|
•
|
Trailblazer Pipeline Company LLC ("Trailblazer"), which TEP acquired from TD on April 1, 2014. Trailblazer is an approximately
436
-mile FERC regulated natural gas pipeline system that begins along the border of Wyoming and Colorado and extends to Beatrice, Nebraska.
|
•
|
Tallgrass Pony Express Pipeline, LLC ("Pony Express"), of which TEP acquired a
33.3%
membership interest effective September 1, 2014. Pony Express owns and operates the Pony Express System, an approximately
698
-mile crude oil pipeline commencing in Guernsey, Wyoming, and terminating in Cushing, Oklahoma, with delivery points at the Ponca City Refinery and at Deeprock in Cushing. Upon completion of ongoing construction, Pony Express also will own an approximately
66
-mile lateral in Northeast Colorado that will commence in Weld County, Colorado, and interconnect with the Pony Express System just east of Sterling, Colorado. The lateral in Northeast Colorado is expected to be in service sometime during the first half of 2015. TD owns the remaining
66.7%
membership interest in Pony Express.
|
•
|
a significant decrease in the market value of a long-lived asset or group;
|
•
|
a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition;
|
•
|
a significant adverse change in legal factors or in the business climate could affect the value of long-lived asset or asset group, including an adverse action or assessment by a regulator which would exclude allowable costs from the rate-making process;
|
•
|
an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the long-lived asset or asset group;
|
•
|
a current period operating cash flow loss combined with a history of operating cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; and
|
•
|
a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
|
|
Range of Useful Lives
|
|
(in years)
|
Crude oil pipelines
|
35
|
Processing & Treating
|
30
|
Natural gas pipelines
(1)
|
10
|
General & Other
|
3-13 1/3
|
(1)
|
Includes the Replacement Gas Facilities as discussed in
Note 5
-
Related Party Transactions
and
Note 16
-
Regulatory Matters
.
|
•
|
Level 1 Inputs-quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
|
•
|
Level 2 Inputs-inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and
|
•
|
Level 3 Inputs-unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data).
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Current assets
|
$
|
93,019
|
|
|
$
|
—
|
|
Noncurrent assets
|
1,300,816
|
|
|
566,156
|
|
||
Total assets
|
$
|
1,393,835
|
|
|
$
|
566,156
|
|
Current liabilities
|
$
|
52,547
|
|
|
$
|
89,247
|
|
Total liabilities
|
$
|
52,547
|
|
|
$
|
89,247
|
|
(a)
|
Reduction in net income to reflect additional depreciation expense associated with the increase in the cost of property, plant and equipment that resulted from the allocation of the purchase price to the fair value of the assets and liabilities acquired by TD.
|
(b)
|
Reduction in net income to reflect interest expense on the long-term debt allocated to TIGT and TMID in connection with the acquisition of TIGT and TMID by TD.
|
|
|
As of December 31, 2013
|
||||||||||||||
|
|
TEP
|
|
Consolidate Trailblazer Pipeline Company LLC
|
|
Consolidate Tallgrass Pony Express Pipeline, LLC
|
|
TEP (As currently reported)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
$
|
27,615
|
|
|
$
|
2,418
|
|
|
$
|
—
|
|
|
$
|
30,033
|
|
Gas imbalances
|
|
2,598
|
|
|
530
|
|
|
—
|
|
|
3,128
|
|
||||
Inventories
|
|
5,148
|
|
|
401
|
|
|
—
|
|
|
5,549
|
|
||||
Prepayments and other current assets
|
|
16,986
|
|
|
—
|
|
|
—
|
|
|
16,986
|
|
||||
Total Current Assets
|
|
52,347
|
|
|
3,349
|
|
|
—
|
|
|
55,696
|
|
||||
Property, plant and equipment, net
|
|
594,911
|
|
|
62,869
|
|
|
459,026
|
|
|
1,116,806
|
|
||||
Goodwill
|
|
304,474
|
|
|
30,241
|
|
|
—
|
|
|
334,715
|
|
||||
Intangible asset, net
|
|
—
|
|
|
—
|
|
|
102,567
|
|
|
102,567
|
|
||||
Deferred financing costs
|
|
4,512
|
|
|
—
|
|
|
—
|
|
|
4,512
|
|
||||
Deferred charges and other assets
|
|
11,554
|
|
|
1,000
|
|
|
4,563
|
|
|
17,117
|
|
||||
Total Assets
|
|
$
|
967,798
|
|
|
$
|
97,459
|
|
|
$
|
566,156
|
|
|
$
|
1,631,413
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
54,621
|
|
|
$
|
5,619
|
|
|
$
|
89,212
|
|
|
$
|
149,452
|
|
Accounts payable to related parties
|
|
7,134
|
|
|
3
|
|
|
—
|
|
|
7,137
|
|
||||
Gas imbalances
|
|
3,142
|
|
|
522
|
|
|
—
|
|
|
3,664
|
|
||||
Derivative liabilities at fair value
|
|
184
|
|
|
—
|
|
|
—
|
|
|
184
|
|
||||
Accrued taxes
|
|
4,427
|
|
|
1,093
|
|
|
—
|
|
|
5,520
|
|
||||
Accrued liabilities
|
|
4,556
|
|
|
959
|
|
|
35
|
|
|
5,550
|
|
||||
Deferred revenue
|
|
538
|
|
|
—
|
|
|
—
|
|
|
538
|
|
||||
Other current liabilities
|
|
9,683
|
|
|
1,012
|
|
|
—
|
|
|
10,695
|
|
||||
Total Current Liabilities
|
|
84,285
|
|
|
9,208
|
|
|
89,247
|
|
|
182,740
|
|
||||
Long-term debt
|
|
135,000
|
|
|
—
|
|
|
—
|
|
|
135,000
|
|
||||
Other long-term liabilities and deferred credits
|
|
4,572
|
|
|
—
|
|
|
—
|
|
|
4,572
|
|
||||
Total Long-term Liabilities
|
|
139,572
|
|
|
—
|
|
|
—
|
|
|
139,572
|
|
||||
Equity:
|
|
|
|
|
|
|
|
|
||||||||
Net Equity
|
|
743,941
|
|
|
88,251
|
|
|
476,909
|
|
|
1,309,101
|
|
||||
Total Equity
|
|
743,941
|
|
|
88,251
|
|
|
476,909
|
|
|
1,309,101
|
|
||||
Total Liabilities and Equity
|
|
$
|
967,798
|
|
|
$
|
97,459
|
|
|
$
|
566,156
|
|
|
$
|
1,631,413
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
|
TEP
|
|
Consolidate Trailblazer Pipeline Company LLC
|
|
Consolidate Tallgrass Pony Express Pipeline, LLC
|
|
TEP (As currently reported)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas liquids sales
|
|
$
|
146,313
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146,313
|
|
Natural gas sales
|
|
7,969
|
|
|
1,418
|
|
|
—
|
|
|
9,387
|
|
||||
Transportation services
|
|
98,625
|
|
|
21,400
|
|
|
—
|
|
|
120,025
|
|
||||
Processing and other revenues
|
|
14,801
|
|
|
—
|
|
|
—
|
|
|
14,801
|
|
||||
Total Revenues
|
|
267,708
|
|
|
22,818
|
|
|
—
|
|
|
290,526
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales and transportation services
|
|
137,285
|
|
|
8,869
|
|
|
—
|
|
|
146,154
|
|
||||
Operations and maintenance
|
|
31,945
|
|
|
3,459
|
|
|
—
|
|
|
35,404
|
|
||||
Depreciation and amortization
|
|
29,549
|
|
|
7,340
|
|
|
3,028
|
|
|
39,917
|
|
||||
General and administrative
|
|
21,894
|
|
|
5,629
|
|
|
128
|
|
|
27,651
|
|
||||
Taxes, other than income taxes
|
|
6,325
|
|
|
1,076
|
|
|
—
|
|
|
7,401
|
|
||||
Total Operating Costs and Expenses
|
|
226,998
|
|
|
26,373
|
|
|
3,156
|
|
|
256,527
|
|
||||
Operating Income (Loss)
|
|
40,710
|
|
|
(3,555
|
)
|
|
(3,156
|
)
|
|
33,999
|
|
||||
Other (Expense) Income:
|
|
|
|
|
|
|
|
|
||||||||
Interest (expense) income, net
|
|
(11,141
|
)
|
|
115
|
|
|
(28
|
)
|
|
(11,054
|
)
|
||||
Loss on extinguishment of debt
|
|
(17,526
|
)
|
|
—
|
|
|
—
|
|
|
(17,526
|
)
|
||||
Other income, net
|
|
2,136
|
|
|
69
|
|
|
—
|
|
|
2,205
|
|
||||
Total Other (Expense) Income
|
|
(26,531
|
)
|
|
184
|
|
|
(28
|
)
|
|
(26,375
|
)
|
||||
Net Income (Loss)
|
|
14,179
|
|
|
(3,371
|
)
|
|
(3,184
|
)
|
|
7,624
|
|
||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
2,123
|
|
|
2,123
|
|
||||
Net Income (Loss) attributable to partners
|
|
$
|
14,179
|
|
|
$
|
(3,371
|
)
|
|
$
|
(1,061
|
)
|
|
$
|
9,747
|
|
|
|
Period from November 13, 2012 to December 31, 2012
|
||||||||||||||
|
|
TEP
|
|
Consolidate Trailblazer Pipeline Company LLC
|
|
Consolidate Tallgrass Pony Express Pipeline, LLC
|
|
TEP (As currently reported)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas liquids sales
|
|
$
|
18,554
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,554
|
|
Natural gas sales
|
|
1,910
|
|
|
416
|
|
|
—
|
|
|
2,326
|
|
||||
Transportation services
|
|
13,102
|
|
|
2,868
|
|
|
—
|
|
|
15,970
|
|
||||
Processing and other revenues
|
|
1,722
|
|
|
—
|
|
|
—
|
|
|
1,722
|
|
||||
Total Revenues
|
|
35,288
|
|
|
3,284
|
|
|
—
|
|
|
38,572
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales and transportation services
|
|
18,298
|
|
|
752
|
|
|
—
|
|
|
19,050
|
|
||||
Operations and maintenance
|
|
3,353
|
|
|
568
|
|
|
—
|
|
|
3,921
|
|
||||
Depreciation and amortization
|
|
4,086
|
|
|
985
|
|
|
378
|
|
|
5,449
|
|
||||
General and administrative
|
|
7,133
|
|
|
1,673
|
|
|
—
|
|
|
8,806
|
|
||||
Taxes, other than income taxes
|
|
1,107
|
|
|
170
|
|
|
—
|
|
|
1,277
|
|
||||
Total Operating Costs and Expenses
|
|
33,977
|
|
|
4,148
|
|
|
378
|
|
|
38,503
|
|
||||
Operating Income (Loss)
|
|
1,311
|
|
|
(864
|
)
|
|
(378
|
)
|
|
69
|
|
||||
Other (Expense) Income:
|
|
|
|
|
|
|
|
|
||||||||
Interest (expense) income, net
|
|
(3,201
|
)
|
|
22
|
|
|
—
|
|
|
(3,179
|
)
|
||||
Other income, net
|
|
482
|
|
|
10
|
|
|
—
|
|
|
492
|
|
||||
Total Other (Expense) Income
|
|
(2,719
|
)
|
|
32
|
|
|
—
|
|
|
(2,687
|
)
|
||||
Net Income (Loss)
|
|
(1,408
|
)
|
|
(832
|
)
|
|
(378
|
)
|
|
(2,618
|
)
|
||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
252
|
|
|
252
|
|
||||
Net Income (Loss) attributable to partners
|
|
$
|
(1,408
|
)
|
|
$
|
(832
|
)
|
|
$
|
(126
|
)
|
|
$
|
(2,366
|
)
|
Accounts receivable
|
$
|
790
|
|
|
Property, plant and equipment
|
4,100
|
|
|
|
Intangible assets
|
8,200
|
|
(1)
|
|
Accounts payable and accrued liabilities
|
(134
|
)
|
|
|
Distribution payable
|
(634
|
)
|
|
|
Net identifiable assets acquired
|
12,322
|
|
|
|
Goodwill
|
8,573
|
|
|
|
Net assets acquired
|
$
|
20,895
|
|
|
(1)
|
The
$8.2 million
intangible asset acquired represents a major customer contract. See
Note 8
–
Goodwill and Other Intangible Assets
for additional information.
|
(a)
|
Reduction in net income attributable to TEP to remove equity in earnings of GWSI recorded for the period from January 1, 2014 to May 13, 2014.
|
(b)
|
Increase in revenue and net income attributable to TEP to reflect TEP's consolidated
80%
interest in the operations of GWSI for the period from January 1, 2014 to May 13, 2014.
|
(c)
|
Reduction in net income attributable to TEP to remove gain on remeasurement of previously held equity interest in GWSI.
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||
Cost of sales and transportation services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
155
|
|
Charges to TEP and TEP Pre-Predecessor:
(1)
|
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment, net
|
$
|
17,936
|
|
|
$
|
7,604
|
|
|
$
|
193
|
|
|
|
$
|
1,052
|
|
Other deferred charges
|
$
|
27
|
|
|
$
|
799
|
|
|
$
|
56
|
|
|
|
$
|
130
|
|
Operation and maintenance
|
$
|
18,783
|
|
|
$
|
18,439
|
|
|
$
|
2,933
|
|
|
|
$
|
12,874
|
|
General and administrative
(2)
|
$
|
23,475
|
|
|
$
|
20,140
|
|
|
$
|
6,888
|
|
|
|
$
|
7,960
|
|
Property, plant and equipment sales to:
|
|
|
|
|
|
|
|
|
||||||||
Kinder Morgan Energy Partners, LP
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,948
|
|
(1)
|
Charges to TEP and TEP Pre-Predecessor include directly charged wages and salaries, other compensation and benefits, and shared services.
|
(2)
|
During the
years ended December 31, 2014
and
2013
, TEP reimbursed TD for general and administrative expenses as discussed above, resulting in allocated amounts for general and administrative costs.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Receivable from related party:
|
|
|
|
||||
Tallgrass Operations, LLC
|
$
|
73,393
|
|
|
$
|
—
|
|
Total receivable from related party
|
$
|
73,393
|
|
|
$
|
—
|
|
Accounts payable to related parties:
|
|
|
|
||||
Tallgrass Operations, LLC
|
$
|
3,894
|
|
|
$
|
7,106
|
|
Rockies Express Pipeline LLC
|
21
|
|
|
31
|
|
||
Total accounts payable to related parties
|
$
|
3,915
|
|
|
$
|
7,137
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Affiliate gas balance receivables
|
$
|
275
|
|
|
$
|
137
|
|
Affiliate gas balance payables
|
$
|
455
|
|
|
$
|
122
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Gas in underground storage
|
$
|
8,896
|
|
|
$
|
2,403
|
|
Materials and supplies
|
3,049
|
|
|
2,137
|
|
||
Crude oil
|
581
|
|
|
—
|
|
||
Natural gas liquids
|
519
|
|
|
1,009
|
|
||
Total inventory
|
$
|
13,045
|
|
|
$
|
5,549
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Crude oil pipelines
|
$
|
939,536
|
|
|
$
|
—
|
|
Natural gas pipelines
|
548,482
|
|
|
397,287
|
|
||
Processing and treating assets
|
241,671
|
|
|
209,329
|
|
||
General and other
|
42,719
|
|
|
26,076
|
|
||
Construction work in progress
|
139,873
|
|
|
506,378
|
|
||
Accumulated depreciation and amortization
|
(59,200
|
)
|
|
(22,264
|
)
|
||
Total property, plant and equipment, net
|
$
|
1,853,081
|
|
|
$
|
1,116,806
|
|
Year
|
|
Total
|
||
2015
|
|
$
|
828
|
|
2016
|
|
772
|
|
|
2017
|
|
787
|
|
|
2018
|
|
802
|
|
|
2019
|
|
817
|
|
|
Thereafter
|
|
205
|
|
|
Total
|
|
$
|
4,211
|
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||
|
Natural Gas Transportation & Logistics
|
|
Processing & Logistics
|
|
Total
|
|
Natural Gas Transportation & Logistics
|
|
Processing & Logistics
|
|
Total
|
||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
255,558
|
|
|
$
|
79,157
|
|
|
$
|
334,715
|
|
|
$
|
255,558
|
|
|
$
|
79,157
|
|
|
$
|
334,715
|
|
Goodwill acquired
|
—
|
|
|
8,573
|
|
(1)
|
8,573
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
255,558
|
|
|
$
|
87,730
|
|
|
$
|
343,288
|
|
|
$
|
255,558
|
|
|
$
|
79,157
|
|
|
$
|
334,715
|
|
(1)
|
The
$8.6 million
of goodwill was recorded in connection with the acquisition of a controlling interest in Water Solutions on May 13, 2014.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Pony Express oil conversion use rights
|
$
|
105,973
|
|
|
$
|
105,973
|
|
Redtail customer contract
|
8,200
|
|
|
—
|
|
||
Accumulated amortization
|
(9,635
|
)
|
|
(3,406
|
)
|
||
Intangible assets, net
|
$
|
104,538
|
|
|
$
|
102,567
|
|
Year
|
|
Total
|
||
2015
|
|
$
|
8,026
|
|
2016
|
|
3,028
|
|
|
2017
|
|
3,028
|
|
|
2018
|
|
3,028
|
|
|
2019
|
|
3,028
|
|
|
Thereafter
|
|
84,400
|
|
|
Total
|
|
$
|
104,538
|
|
|
Balance Sheet
Location |
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
|
(in thousands)
|
||||||
Energy commodity derivative contracts
|
Current liabilities
|
|
$
|
—
|
|
|
$
|
184
|
|
|
|
|
Liability fair value measurements using
|
||||||||||||
|
Total
|
|
Quoted prices in
active markets for identical assets (Level 1) |
|
Significant
other observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
|
(in thousands)
|
||||||||||||||
TEP as of December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Energy commodity derivative contracts
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Total capacity under the revolving credit facility
|
$
|
850,000
|
|
|
$
|
500,000
|
|
Less: Outstanding borrowings under the revolving credit facility
|
(559,000
|
)
|
|
(135,000
|
)
|
||
Less: Letters of credit issued under the revolving credit facility
|
—
|
|
|
(654
|
)
|
||
Available capacity under the revolving credit facility
|
$
|
291,000
|
|
|
$
|
364,346
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
Quoted prices
in active markets for identical assets (Level 1) |
|
Significant
other observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
|
Total
|
|
Carrying
Amount |
||||||||||
|
(in thousands)
|
|
|
||||||||||||||||
December 31, 2014
|
$
|
—
|
|
|
$
|
559,000
|
|
|
$
|
—
|
|
|
$
|
559,000
|
|
|
$
|
559,000
|
|
December 31, 2013
|
$
|
—
|
|
|
$
|
135,000
|
|
|
$
|
—
|
|
|
$
|
135,000
|
|
|
$
|
135,000
|
|
|
|
|
|
Distributions
|
|
|
|
||||||||||||||||
|
|
|
|
Limited Partners
Common and Subordinated Units |
|
General Partner
|
|
|
|
Distributions
per Limited Partner Unit |
|
||||||||||||
Three Months Ended
|
|
Date Paid
|
|
Incentive Distribution Rights
|
|
General Partner Units
|
|
Total
|
|
|
|||||||||||||
|
|
|
|
(in thousands, except per unit amounts)
|
|
|
|
||||||||||||||||
December 31, 2014
|
|
February 13, 2015
|
|
$
|
23,782
|
|
|
$
|
4,039
|
|
|
$
|
473
|
|
|
$
|
28,294
|
|
|
$
|
0.4850
|
|
|
September 30, 2014
|
|
November 14, 2014
|
|
20,092
|
|
|
1,208
|
|
|
363
|
|
|
21,663
|
|
|
0.4100
|
|
|
|||||
June 30, 2014
|
|
August 14, 2014
|
|
18,596
|
|
|
758
|
|
|
330
|
|
|
19,684
|
|
|
0.3800
|
|
|
|||||
March 31, 2014
|
|
May 14, 2014
|
|
13,288
|
|
|
126
|
|
|
274
|
|
|
13,688
|
|
|
0.3250
|
|
|
|||||
December 31, 2013
|
|
February 12, 2014
|
|
12,757
|
|
|
63
|
|
|
262
|
|
|
13,082
|
|
|
0.3150
|
|
|
|||||
September 30, 2013
|
|
November 13, 2013
|
|
12,049
|
|
|
—
|
|
|
245
|
|
|
12,294
|
|
|
0.2975
|
|
|
|||||
June 30, 2013
|
|
August 13, 2013
|
|
5,759
|
|
|
—
|
|
|
118
|
|
|
5,877
|
|
|
0.1422
|
|
(1)
|
|||||
March 31, 2013
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
(1)
|
The distribution declared on July 18, 2013 for the second quarter of 2013 represented a prorated amount of the MQD of
$0.2875
per common unit, based upon the number of days between the closing of the IPO on May 17, 2013 and June 30, 2013.
|
•
|
TEP has distributed available cash from operating surplus to all of the common unitholders (and during the subordination period, to the subordinated unitholders) in an amount equal to the MQD for each outstanding unit for such quarter; and
|
•
|
TEP has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in the payment of the MQD to common unitholders;
|
•
|
first
,
98%
to all unitholders, pro rata, and
2%
to TEP’s general partner, until each unitholder receives a total of
$0.3048
per unit for that quarter (the "first target distribution");
|
•
|
second
,
85%
to all unitholders, pro rata, and
15%
to TEP’s general partner, until each unitholder receives a total of
$0.3536
per unit for that quarter (the "second target distribution");
|
•
|
third
,
75%
to all unitholders, pro rata, and
25%
to TEP’s general partner, until each unitholder receives a total of
$0.4313
per unit for that quarter (the "third target distribution"); and
|
•
|
thereafter
,
50%
to all unitholders, pro rata, and
50%
to TEP’s general partner.
|
•
|
less,
the amount of cash reserves established by TEP’s general partner to:
|
▪
|
provide for the proper conduct of TEP’s business (including reserves for future capital expenditures, for anticipated future credit needs subsequent to that quarter, for legal matters and for refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings);
|
▪
|
comply with applicable law or regulation, or any of TEP’s debt instruments or other agreements; or
|
▪
|
provide funds for distributions to unitholders and to TEP’s general partner for any one or more of the next four quarters (provided that TEP’s general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent TEP from distributing the MQD on all common units and any cumulative arrearages on such common units for the current quarter);
|
•
|
plus
, if TEP’s general partner so determines, all or any portion of the cash on hand on the date of distribution of available cash for the quarter, including cash on hand resulting from working capital borrowings made subsequent to the end of such quarter.
|
Year
|
|
Total
|
||
2015
|
|
$
|
24,540
|
|
2016
|
|
27,784
|
|
|
2017
|
|
28,269
|
|
|
2018
|
|
28,694
|
|
|
2019
|
|
29,225
|
|
|
Thereafter
|
|
506,833
|
|
|
Total
|
|
$
|
645,345
|
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from January 1, 2013 to May 16, 2013
|
|
Period from May 17, 2013 to December 31, 2013
|
||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||
Net income
|
$
|
59,329
|
|
|
$
|
7,624
|
|
|
$
|
5,049
|
|
|
$
|
2,575
|
|
Net loss attributable to noncontrolling interests
|
11,352
|
|
|
2,123
|
|
|
761
|
|
|
1,362
|
|
||||
Net income attributable to partners
|
70,681
|
|
|
9,747
|
|
|
5,810
|
|
|
3,937
|
|
||||
Predecessor operations interest in net (income) loss
|
(1,508
|
)
|
|
4,432
|
|
|
1,172
|
|
|
3,260
|
|
||||
General partner interest in net income
|
(7,399
|
)
|
|
(7,188
|
)
|
|
(6,982
|
)
|
|
(206
|
)
|
||||
Net income available to common and subordinated unitholders
|
$
|
61,774
|
|
|
$
|
6,991
|
|
|
$
|
—
|
|
|
$
|
6,991
|
|
Basic net income per common and subordinated unit
|
$
|
1.39
|
|
|
$
|
0.17
|
|
|
|
|
$
|
0.17
|
|
||
Diluted net income per common and subordinated unit
|
$
|
1.36
|
|
|
$
|
0.17
|
|
|
|
|
$
|
0.17
|
|
||
Basic average number of common and subordinated units outstanding
|
44,346
|
|
|
40,450
|
|
|
|
|
40,450
|
|
|||||
Equity Participation Unit equivalent units
|
1,048
|
|
|
1,008
|
|
|
|
|
1,008
|
|
|||||
Diluted average number of common and subordinated units outstanding
|
45,394
|
|
|
41,458
|
|
|
|
|
41,458
|
|
|
Percentage of
Segment Revenue
|
Natural Gas Transportation & Logistics
|
48%
|
Crude Oil Transportation & Logistics
|
94%
|
Processing & Logistics
|
92%
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||
|
Equity Participation Units
|
|
Weighted Average
Grant Date Fair Value |
|
Equity Participation Units
|
|
Weighted Average
Grant Date Fair Value |
||||||
Beginning of period
|
1,474,250
|
|
|
$
|
17.54
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
147,500
|
|
|
30.23
|
|
|
1,515,000
|
|
|
17.54
|
|
||
Forfeited
|
(96,000
|
)
|
|
17.83
|
|
|
(40,750
|
)
|
|
(17.49
|
)
|
||
End of period
|
1,525,750
|
|
|
$
|
18.75
|
|
|
1,474,250
|
|
|
$
|
17.54
|
|
|
TEP
|
||||||||||||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||
|
Total
Revenue |
|
Inter-
Segment |
|
External
Revenue |
|
Total
Revenue |
|
Inter-
Segment |
|
External
Revenue |
||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|
|
||||||||||||
Natural Gas Transportation & Logistics
|
$
|
140,080
|
|
|
$
|
(5,257
|
)
|
|
$
|
134,823
|
|
|
$
|
127,877
|
|
|
$
|
(1,920
|
)
|
|
$
|
125,957
|
|
Crude Oil Transportation & Logistics
|
28,343
|
|
|
—
|
|
|
28,343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Processing & Logistics
|
208,390
|
|
|
—
|
|
|
208,390
|
|
|
164,569
|
|
|
—
|
|
|
164,569
|
|
||||||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total revenue
|
$
|
376,813
|
|
|
$
|
(5,257
|
)
|
|
$
|
371,556
|
|
|
$
|
292,446
|
|
|
$
|
(1,920
|
)
|
|
$
|
290,526
|
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||||||||||
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||||||||||||||
|
Total
Revenue |
|
Inter-
Segment |
|
External
Revenue |
|
|
Total
Revenue |
|
Inter-
Segment |
|
External
Revenue |
||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
(in thousands)
|
|
|
||||||||||||
Natural Gas Transportation & Logistics
|
$
|
16,696
|
|
|
$
|
(96
|
)
|
|
$
|
16,600
|
|
|
|
$
|
104,002
|
|
|
$
|
(696
|
)
|
|
$
|
103,306
|
|
Crude Oil Transportation & Logistics
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Processing & Logistics
|
21,972
|
|
|
—
|
|
|
21,972
|
|
|
|
116,986
|
|
|
—
|
|
|
116,986
|
|
||||||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total revenue
|
$
|
38,668
|
|
|
$
|
(96
|
)
|
|
$
|
38,572
|
|
|
|
$
|
220,988
|
|
|
$
|
(696
|
)
|
|
$
|
220,292
|
|
|
TEP
|
||||||||||||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||
|
Total
Adjusted EBITDA |
|
Inter-
Segment |
|
External
Adjusted EBITDA |
|
Total
Adjusted EBITDA |
|
Inter-
Segment |
|
External
Adjusted EBITDA |
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Natural Gas Transportation & Logistics
|
$
|
67,593
|
|
|
$
|
(4,015
|
)
|
|
$
|
63,578
|
|
|
$
|
56,821
|
|
|
$
|
(1,920
|
)
|
|
$
|
54,901
|
|
Crude Oil Transportation & Logistics
|
15,711
|
|
|
—
|
|
|
15,711
|
|
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
||||||
Processing & Logistics
|
33,089
|
|
|
—
|
|
|
33,089
|
|
|
23,192
|
|
|
1,920
|
|
|
25,112
|
|
||||||
Corporate and other
|
(2,500
|
)
|
|
—
|
|
|
(2,500
|
)
|
|
(1,580
|
)
|
|
—
|
|
|
(1,580
|
)
|
||||||
Reconciliation to Net Income:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest expense, net
|
|
|
|
|
7,648
|
|
|
|
|
|
|
11,035
|
|
||||||||||
Depreciation and amortization expense, net of noncontrolling interest
|
|
|
|
|
45,389
|
|
|
|
|
|
|
37,898
|
|
||||||||||
Loss on extinguishment of debt
|
|
|
|
|
—
|
|
|
|
|
|
|
17,526
|
|
||||||||||
Non-cash (gain) loss related to derivative instruments
|
|
|
|
|
(184
|
)
|
|
|
|
|
|
386
|
|
||||||||||
Non-cash compensation expense
|
|
|
|
|
5,136
|
|
|
|
|
|
|
1,798
|
|
||||||||||
Distributions from unconsolidated investment
|
|
|
|
|
1,464
|
|
|
|
|
|
|
—
|
|
||||||||||
Equity in earnings of unconsolidated investment
|
|
|
|
|
(717
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Non-cash loss allocated to noncontrolling interest
|
|
|
|
|
(10,151
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Gain on remeasurement of unconsolidated investment
|
|
|
|
|
(9,388
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Net income attributable to partners
|
|
|
|
|
$
|
70,681
|
|
|
|
|
|
|
$
|
9,747
|
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||||||||||
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||||||||||||||
|
Total
Adjusted EBITDA |
|
Inter-
Segment |
|
External
Adjusted EBITDA |
|
|
Total
Adjusted EBITDA |
|
Inter-
Segment |
|
External
Adjusted EBITDA |
||||||||||||
|
(in thousands)
|
|
|
(in thousands)
|
||||||||||||||||||||
Natural Gas Transportation & Logistics
|
$
|
2,993
|
|
|
$
|
(96
|
)
|
|
$
|
2,897
|
|
|
|
$
|
52,459
|
|
|
$
|
(696
|
)
|
|
$
|
51,763
|
|
Crude Oil Transportation & Logistics
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Processing & Logistics
|
2,744
|
|
|
96
|
|
|
2,840
|
|
|
|
18,302
|
|
|
696
|
|
|
18,998
|
|
||||||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reconciliation to Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
|
|
|
|
3,179
|
|
|
|
|
|
|
|
(1,661
|
)
|
||||||||||
Depreciation and amortization expense, net of noncontrolling interest
|
|
|
|
|
5,197
|
|
|
|
|
|
|
|
20,647
|
|
||||||||||
Texas Margin Taxes
|
|
|
|
|
—
|
|
|
|
|
|
|
|
279
|
|
||||||||||
Non-cash (gain) loss related to derivative instruments
|
|
|
|
|
(273
|
)
|
|
|
|
|
|
|
—
|
|
||||||||||
Net (loss) income attributable to partners
|
|
|
|
|
$
|
(2,366
|
)
|
|
|
|
|
|
|
$
|
51,496
|
|
|
TEP
|
|
|
TEP Pre-Predecessor
|
||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Period from November 13 to December 31, 2012
|
|
|
Period from January 1 to November 12, 2012
|
||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
||||||||
Natural Gas Transportation & Logistics
|
$
|
20,580
|
|
|
$
|
28,184
|
|
|
$
|
9,205
|
|
|
|
$
|
7,646
|
|
Crude Oil Transportation & Logistics
|
631,883
|
|
|
286,824
|
|
|
—
|
|
|
|
—
|
|
||||
Processing & Logistics
|
13,187
|
|
|
31,012
|
|
|
3,493
|
|
|
|
11,894
|
|
||||
Corporate and other
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Total capital expenditures
|
$
|
665,650
|
|
|
$
|
346,020
|
|
|
$
|
12,698
|
|
|
|
$
|
19,540
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Natural Gas Transportation & Logistics
|
$
|
716,106
|
|
|
$
|
734,145
|
|
Crude Oil Transportation & Logistics
|
1,394,793
|
|
|
566,156
|
|
||
Processing & Logistics
|
340,620
|
|
|
326,599
|
|
||
Corporate and other
|
5,678
|
|
|
4,513
|
|
||
Total assets
|
$
|
2,457,197
|
|
|
$
|
1,631,413
|
|
|
TEP
|
||||||||||||||
|
Quarter Ended 2014
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||
Total revenues
|
$
|
94,779
|
|
|
$
|
77,320
|
|
|
$
|
89,953
|
|
|
$
|
109,504
|
|
Operating income
|
$
|
16,529
|
|
|
$
|
6,475
|
|
|
$
|
11,580
|
|
|
$
|
18,829
|
|
Net income
|
$
|
16,617
|
|
|
$
|
14,728
|
|
|
$
|
11,253
|
|
|
$
|
16,731
|
|
Net income attributable to partners
|
$
|
17,124
|
|
|
$
|
15,286
|
|
|
$
|
11,444
|
|
|
$
|
26,827
|
|
Net income allocable to limited partners
|
$
|
12,518
|
|
|
$
|
15,771
|
|
|
$
|
11,143
|
|
|
$
|
22,342
|
|
Basic net income per limited partner unit
|
$
|
0.31
|
|
|
$
|
0.39
|
|
|
$
|
0.24
|
|
|
$
|
0.46
|
|
Diluted net income per limited partner unit
|
$
|
0.30
|
|
|
$
|
0.38
|
|
|
$
|
0.23
|
|
|
$
|
0.45
|
|
|
TEP
|
||||||||||||||
|
Quarter Ended 2013
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||
Total revenues
|
$
|
65,688
|
|
|
$
|
69,347
|
|
|
$
|
68,718
|
|
|
$
|
86,773
|
|
Operating income
|
$
|
8,917
|
|
|
$
|
6,592
|
|
|
$
|
5,401
|
|
|
$
|
13,089
|
|
Net income (loss)
|
$
|
3,709
|
|
|
$
|
(13,984
|
)
|
|
$
|
5,095
|
|
|
$
|
12,804
|
|
Net income (loss) attributable to partners
|
$
|
4,215
|
|
|
$
|
(13,479
|
)
|
|
$
|
5,600
|
|
|
$
|
13,411
|
|
Net income allocable to limited partners
|
$
|
—
|
|
(1)
|
$
|
(13,365
|
)
|
(2)
|
$
|
6,866
|
|
|
$
|
13,490
|
|
Basic net income per limited partner unit
|
$
|
—
|
|
(1)
|
$
|
(0.33
|
)
|
(2)
|
$
|
0.17
|
|
|
$
|
0.33
|
|
Diluted net income per limited partner unit
|
$
|
—
|
|
(1)
|
$
|
(0.33
|
)
|
(2)
|
$
|
0.17
|
|
|
$
|
0.33
|
|
(1)
|
No income was allocated to the limited partners until after the effective date of the IPO on May 17, 2013.
|
(2)
|
The second quarter of 2013 represented a prorated amount of net income allocated to the limited partners, based upon the number of days between the closing of the IPO on May 17, 2013 to June 30, 2013.
|
Name
|
|
Age
|
|
Position with Tallgrass MLP GP, LLC
|
David G. Dehaemers, Jr.
|
|
54
|
|
President, Chief Executive Officer and Director
|
William R. Moler
|
|
49
|
|
Executive Vice President, Chief Operating Officer and Director
|
Gary J. Brauchle
|
|
41
|
|
Executive Vice President and Chief Financial Officer
|
George E. Rider
|
|
61
|
|
Executive Vice President, General Counsel and Secretary
|
Richard L. Bullock
|
|
60
|
|
Vice President, Human Resources, Tax and Risk Management
|
Gary D. Watkins
|
|
42
|
|
Vice President and Chief Accounting Officer
|
Frank J. Loverro
|
|
46
|
|
Director
|
Stanley de J. Osborne
|
|
44
|
|
Director
|
Jeffrey A. Ball
|
|
40
|
|
Director
|
John T. Raymond
|
|
44
|
|
Director
|
Terrance D. Towner
|
|
56
|
|
Director
|
Roy N. Cook
|
|
57
|
|
Director
|
Jeffrey R. Armstrong
|
|
45
|
|
Director
|
|
Year
|
|
Salary
|
|
Bonus
(1)
|
|
EPU
Awards
(2)
|
|
All Other Compensation
(3)
|
|
Total
|
||||||||||
David G. Dehaemers, Jr.
|
2014
|
|
$
|
301,000
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
31,274
|
|
|
$
|
582,274
|
|
President, Chief Executive
|
2013
|
|
$
|
300,000
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
33,186
|
|
|
$
|
433,186
|
|
Officer and Director
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
William R. Moler
|
2014
|
|
$
|
301,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
30,436
|
|
|
$
|
831,436
|
|
Executive Vice President,
|
2013
|
|
$
|
275,000
|
|
|
$
|
200,000
|
|
|
$
|
874,500
|
|
|
$
|
30,578
|
|
|
$
|
1,380,078
|
|
Chief Operating Officer and Director
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gary J. Brauchle
|
2014
|
|
$
|
276,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
26,059
|
|
|
$
|
802,059
|
|
Executive Vice President and
|
2013
|
|
$
|
250,000
|
|
|
$
|
200,000
|
|
|
$
|
874,500
|
|
|
$
|
26,432
|
|
|
$
|
1,350,932
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
George E. Rider
|
2014
|
|
$
|
276,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
29,930
|
|
|
$
|
805,930
|
|
Executive Vice President,
|
2013
|
|
$
|
250,000
|
|
|
$
|
200,000
|
|
|
$
|
874,500
|
|
|
$
|
27,893
|
|
|
$
|
1,352,393
|
|
General Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents discretionary bonuses paid in 2015 and 2014 based on performance in 2014 and 2013, respectively.
|
(2)
|
The amounts in this column represent the aggregate grant date fair value determined in accordance with ASC Topic 718 for equity participation units, or EPUs, granted in June 2013 under the Tallgrass MLP GP, LLC Long-Term Incentive Plan. Pursuant to SEC rules, the amounts shown in the Summary Compensation Table for awards subject to performance conditions are based on the probable outcome as of the date of grant and exclude the impact of estimated forfeitures. The EPU grants are measured at their grant date fair value. The EPUs are non-participating, therefore the grant date fair value is discounted from the grant date fair value of TEP’s common units for the present value of the expected (but non-participating) future dividends during the vesting period. For additional information, see
Note 15
–
Equity-Based Compensation
to our Consolidated Financial Statements in Item 8.—Financial Statements and Supplementary Data in this Annual Report. These amounts do not correspond to the actual value that will be recognized by the executive.
|
(3)
|
The amounts in the column include the following: contributions under the 401(k) savings plan (includes $30,000 for Mr. Dehaemers, $29,615 for Mr. Moler, $25,519 for Mr. Brauchle and $26,366 for Mr. Rider for the year ended December 31, 2014 and $30,000 for Mr. Dehaemers, $27,500 for Mr. Moler, $23,460 for Mr. Brauchle and $24,923 for Mr. Rider for the year ended December 31, 2013) and the dollar value of premiums paid for group life, accidental death and dismemberment insurance.
|
|
Equity Participation Unit Awards
(1)
|
||||||||||||
|
Number of EPU Awards That Have Not Vested
(2)
|
|
Market Value of EPU Awards That Have Not Vested
(3)
|
|
Number of Unearned EPUs That Have Not Vested
|
|
Market or Payout Value of Unearned EPUs That Have Not Vested
|
||||||
David G. Dehaemers, Jr.
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
William R. Moler
|
50,000
|
|
|
$
|
2,235,000
|
|
|
—
|
|
|
$
|
—
|
|
Gary J. Brauchle
|
50,000
|
|
|
$
|
2,235,000
|
|
|
—
|
|
|
$
|
—
|
|
George Rider
|
50,000
|
|
|
$
|
2,235,000
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
The plan administrator may make grants of equity participation units under the plan containing such terms as the
plan administrator shall determine, including the period over which equity participation units granted will vest. The plan administrator, in its discretion, may base its determination upon the achievement of specified financial or other performance objectives. The award agreements pursuant to which the EPUs set forth above were granted to provide for the settlement of the EPUs in common units. |
(2)
|
Vesting of the EPUs is contingent upon the Pony Express System being placed into commercial service and will occur in two parts, with one-third vesting on the later of the Pony Express System in-service date or May 13,
2015, and the remaining two-thirds vesting on the later of the Pony Express System in-service date or May 13, 2017. The Pony Express System was placed in service in October 2014. |
(3)
|
Reflects the closing price of $44.70 per TEP common unit at December 31, 2014.
|
•
|
"Cause" means (i) his conviction of, or plea of nolo contendere to, any crime or offense constituting a felony under applicable law; (ii) his commission of fraud or embezzlement against Tallgrass Management, LLC or certain of its affiliates; (iii) gross neglect by Mr. Dehaemers of, or gross or willful misconduct of Mr. Dehaemers in connection with the performance of, his duties that is not cured within 30 days of receiving a written notice of such gross neglect or gross or willful misconduct; (iv) Mr. Dehaemers’ willful failure or refusal to carry out the reasonable and lawful
|
•
|
"Good reason" means (i) during the period prior to Tallgrass Management, LLC or certain of its affiliates accessing the public markets (through an initial public offering, merger or otherwise), Kelso and EMG and their respective affiliates cease to hold, in the aggregate, a majority of certain equity interests issued to them on or about the date of our initial public offering; (ii) a material diminution of Mr. Dehaemers’ duties and responsibilities to Tallgrass Management, LLC or certain of its affiliates to a level inconsistent with those of a chief executive officer; (iii) a material reduction in Mr. Dehaemers’ cash compensation or the aggregate welfare benefits provided to him (excluding any reduction that is not limited to him specifically); (iv) a willful or intentional breach of his employment agreement by Tallgrass Management, LLC; or (v) a willful or intentional breach by Tallgrass GP Holdings, LLC, Tallgrass Development GP, LLC, Tallgrass Development, our general partner or certain investors in Tallgrass GP Holdings, LLC of a material provision of the applicable operating agreements of such entities that has a material and adverse effect on Mr. Dehaemers.
|
•
|
Quarterly cash retainer payments of $10,000, resulting in an effective annual cash retainer of $40,000.
|
•
|
For serving as the audit committee chair or the conflicts committee chair, an annual committee chair retainer of $5,000.
|
Name and Principal Position
|
Fees Earned or Paid in Cash
(1)
|
|
EPU Awards
(2)
|
|
Non-Equity Incentive Plan Compensation
|
|
All Other Compensation
|
|
Total
|
||||||||||
Terrance D. Towner
|
$
|
45,000
|
|
|
$
|
85,737
|
|
|
$
|
—
|
|
|
$
|
1,316
|
|
|
$
|
132,053
|
|
Roy N. Cook
|
$
|
45,000
|
|
|
$
|
85,737
|
|
|
$
|
—
|
|
|
$
|
2,809
|
|
|
$
|
133,546
|
|
Jeffrey R. Armstrong
|
$
|
40,000
|
|
|
$
|
104,853
|
|
|
$
|
—
|
|
|
$
|
4,202
|
|
|
$
|
149,055
|
|
(2)
|
The amounts in this column represent the aggregate grant date fair value determined in accordance with ASC Topic 718 for equity participation units, or EPUs, granted in 2014 under the Tallgrass MLP GP, LLC Long-Term Incentive Plan. The EPU grants are measured at their grant date fair value. The EPUs are non-participating, therefore the grant date fair value is discounted from the grant date fair value of TEP’s common units for the present value of the expected (but non-participating) future dividends during the vesting period. For additional information, see
Note 15
–
Equity-Based Compensation
to our Consolidated Financial Statements in Item 8.—Financial Statements and Supplementary Data in this Annual Report. These amounts do not correspond to the actual value that will be recognized by the executive.
|
Name of Beneficial Owner
(1)
|
|
Common Units Beneficially Owned
|
|
Percentage of Common Units Beneficially Owned
|
||
Tallgrass Operations, LLC
(2)
|
|
26,355,480
|
|
|
54
|
%
|
Kayne Anderson Capital Advisers, L.P.
(3)
|
|
2,461,082
|
|
|
5
|
%
|
David G. Dehaemers, Jr.
|
|
201,520
|
|
|
*
|
|
William R. Moler
|
|
—
|
|
|
—
|
|
Gary J. Brauchle
|
|
9,113
|
|
|
*
|
|
George E. Rider
|
|
2,500
|
|
|
*
|
|
Richard L. Bullock
|
|
4,672
|
|
|
*
|
|
Gary D. Watkins
|
|
1,000
|
|
|
*
|
|
Frank J. Loverro
|
|
—
|
|
|
—
|
|
Stanley de J. Osborne
|
|
—
|
|
|
—
|
|
Jeffrey A. Ball
|
|
20,000
|
|
|
*
|
|
John T. Raymond
|
|
100,000
|
|
|
*
|
|
Roy N. Cook
|
|
40,000
|
|
|
*
|
|
Terrance D. Towner
|
|
4,000
|
|
|
*
|
|
Jeffrey R. Armstrong
|
|
—
|
|
|
—
|
|
All directors and executive officers as a group (thirteen persons)
|
|
382,633
|
|
|
*
|
|
*
|
Less than 1%.
|
(1)
|
Unless otherwise indicated, the address for all beneficial owners in this table is c/o Tallgrass Energy Partners, LP, 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211, Attn: General Counsel.
|
(2)
|
Tallgrass Development GP, LLC, as the general partner of Tallgrass Development, which is the sole owner of Tallgrass Operations, LLC, has the sole voting and dispositive power with respect to the common units owned by Tallgrass Operations, LLC. Tallgrass Development GP, LLC is controlled by its sole member, Tallgrass GP Holdings, LLC. Tallgrass GP Holdings, LLC is, in turn, controlled by its board of directors, which currently consists of the following: David G. Dehaemers, Jr., William R. Moler, Frank J. Loverro, Stanley de J. Osborne, Jeffrey A. Ball and John T. Raymond. Each of the members of the board of directors of Tallgrass GP Holdings, LLC may be deemed to beneficially own the common units owned by Tallgrass Operations, LLC; however, each disclaims beneficial ownership.
|
(3)
|
As reported on Schedule 13G filed with the SEC on January 13, 2015. The business address for Kayne Anderson Capital Advisors, L.P. is 1800 Avenue of the Stars, Third Floor, Los Angeles, California 90067.
|
Plan category
|
|
(a)
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
|
|
(b)
Weighted average
grant date fair value of
outstanding options,
warrants and rights
|
|
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
|
||||
Equity compensation plans approved by security holders
(1)
|
|
1,525,750
|
|
|
$
|
18.75
|
|
|
8,474,250
|
|
Equity compensation plans not approved by security holders
(2)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
|
1,525,750
|
|
|
$
|
18.75
|
|
|
8,474,250
|
|
(1)
|
Amounts shown represent equity participation unit awards outstanding under the LTIP as of December 31, 2013. The outstanding awards will be settled in common units pursuant to the terms of the award agreements and are not subject to an exercise price.
|
(2)
|
There are no equity compensation plans in place except for the LTIP.
|
•
|
the provision by TD’s general partner to us of certain administrative services and our agreement to reimburse it for such services;
|
•
|
the provision by TD’s general partner of such employees as may be necessary to operate and manage our business, and our agreement to reimburse it for the expenses associated with such employees;
|
•
|
certain indemnification obligations;
|
•
|
our use of the name "Tallgrass" and related marks; and
|
•
|
our right of first offer to acquire certain assets, including each of the Retained Assets from TD, if Tallgrass Development decides to sell such assets.
|
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||
|
|
(in thousands)
|
||||||
Audit fees
(1)
|
|
$
|
1,137
|
|
|
$
|
1,516
|
|
Audit related fees
(2)
|
|
—
|
|
|
—
|
|
||
Tax fees
(3)
|
|
346
|
|
|
210
|
|
||
Total
|
|
$
|
1,483
|
|
|
$
|
1,726
|
|
(1)
|
Audit fees represent amounts billed for each of the years presented for professional services rendered in connection with (i) the integrated audit of our annual financial statements and internal control over financial reporting, (ii) the review of our quarterly financial statements or (iii) those services normally provided in connection with statutory and regulatory filings or engagements including comfort letters, consents and other services related to SEC matters. This information is presented as of the latest practicable date for this Annual Report.
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(2)
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Audit-related fees represent amounts we were billed in each of the years presented for assurance and related services that are reasonably related to the performance of the annual audit or quarterly reviews of our financial statements and are not reported under audit fees.
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(3)
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Tax fees represent amounts we were billed in each of the years presented for professional services rendered in connection with tax compliance, tax advice and tax planning.
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(1) Financial Statements
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Page No.
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(a)
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Reports of Independent Registered Public Accounting Firm
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(b)
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Consolidated Balance Sheets as of December 31, 2014 and 2013
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(c)
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Consolidated Statements of Income (Loss) for the years ended December 31, 2014 and 2013, the period from November 13, 2012 to December 31, 2012, and the period from January 1, 2012 to November 12, 2012
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(d)
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Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2014 and 2013, the period from November 13, 2012 to December 31, 2012 and the period from January 1, 2012 to November 12, 2012
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(e)
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Consolidated Statements of Partners' Capital for the years ended December 31, 2014 and 2013, the period from November 13, 2012 to December 31, 2012, and the period from January 1, 2012 to November 12, 2012
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(f)
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Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013, the period from November 13, 2012 to December 31, 2012, and the period from January 1, 2012 to November 12, 2012
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(g)
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Notes to Consolidated Financial Statements
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Exhibit No.
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Description
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3.1
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Certificate of Limited Partnership of Tallgrass Energy Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership’s Registration Statement on Form S-1 (File No. 333-187595) filed on March 28, 2013).
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3.2
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Certificate of Amendment to Certificate of Limited Partnership of Tallgrass Energy Partners, LP (incorporated by reference to Exhibit 3.2 to the Partnership’s Registration Statement on Form S-1 (File No. 333-187595) filed on March 28, 2013).
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3.3
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Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, LP, dated May 17, 2013 (incorporated by reference to Exhibit 3.2 to the Partnership’s Current Report on Form 8-K filed on May 17, 2013).
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3.4
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Certificate of Formation of Tallgrass MLP GP, LLC (incorporated by reference to Exhibit 3.4 to the Partnership’s Registration Statement on Form S-1 (File No. 333-187595) filed on March 28, 2013).
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3.5
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Second Amended and Restated Limited Liability Company Agreement of Tallgrass MLP GP, LLC, dated May 17, 2013 (incorporated by reference to Exhibit 3.4 to the Partnership’s Current Report on Form 8-K filed on May 17, 2013).
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3.6
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Second Amended and Restated Limited Liability Company Agreement of Tallgrass Pony Express Pipeline, LLC, dated September 1, 2014 (incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K filed on September 8, 2014).
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3.7
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Amendment No. 1, dated September 29, 2014, to Second Amended and Restated Limited Liability Company Agreement of Tallgrass Pony Express Pipeline, LLC, dated September 1, 2014 (incorporated by reference to Exhibit 10.3 to the Partnership’s Quarterly Report on Form 10-Q filed on October 30, 2014).
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3.8*
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Amendment No. 1, dated February 19, 2015, to Second Amended and Restated Limited Liability Company Agreement of Tallgrass MLP GP, LLC, dated May 17, 2013.
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10.1
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Contribution, Conveyance and Assumption Agreement, dated May 17, 2013, by and among Tallgrass Energy Partners, LP, Tallgrass MLP GP, LLC, Tallgrass Development, LP, Tallgrass Development GP, LLC, Tallgrass GP Holdings, LLC, Tallgrass Operations, LLC, Tallgrass Interstate Gas Transmission, LLC, Tallgrass Midstream, LLC and Tallgrass MLP Operations, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on May 17, 2013).
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10.2
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Omnibus Agreement, dated May 17, 2013, by and among Tallgrass Development, LP, Tallgrass Energy Partners, LP, Tallgrass MLP GP, LLC and Tallgrass Development GP, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8- K filed on May 17, 2013).
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10.3
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Revolving Credit Agreement, dated May 17, 2013, by and among Tallgrass Energy Partners, LP, Barclays Bank PLC, as administrative agent, and a syndicate of lenders named therein (incorporated by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8- K filed on May 17, 2013).
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10.4
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Amendment No. 1, dated June 25, 2014, to the Revolving Credit Agreement, dated May 17, 2013, by and among Tallgrass Energy Partners, LP, Barclays Bank PLC, as administrative agent, and a syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on June 30, 2014).
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10.5 †
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Tallgrass MLP GP, LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Partnership’s Current Report on Form 8-K filed on May 17, 2013).
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10.6 †
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Form of Employee Equity Participation Unit Agreement (incorporated by reference to Exhibit 4.5 to the Partnership’s Registration Statement on Form S-8 filed on June 18, 2013).
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10.7 †
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Amended and Restated Employment Agreement, dated May 17, 2013, by and among Tallgrass Management, LLC, Tallgrass Development GP, LLC, Tallgrass GP Holdings, LLC, Tallgrass MLP GP, LLC and David G. Dehaemers, Jr. (incorporated by reference to Exhibit 10.5 to the Partnership’s Registration Statement on Form S-1/A (File No. 333-187595) filed on April 18, 2013).
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10.8
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Purchase and Sale Agreement, dated August 1, 2012, between Kinder Morgan Interstate Gas Transmission LLC and Kinder Morgan Pony Express Pipeline LLC (incorporated by reference to Exhibit 10.7 to the Partnership’s Registration Statement on Form S-1/A (File No. 333-187595) filed on April 8, 2013).
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10.9
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Contribution and Sale Agreement, dated April 1, 2014, by and between Tallgrass Energy Partners, LP and Tallgrass Operations, LLC, and for certain limited purposes, Tallgrass Development, LP (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on April 2, 2014).
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10.10
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Contribution and Transfer Agreement, dated September 1, 2014, by and among Tallgrass Energy Partners, LP, Tallgrass Operations, LLC and Tallgrass Pony Express Pipeline, LLC, and for certain limited purposes, Tallgrass Development, LP (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on September 8, 2014).
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21.1*
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List of Subsidiaries of Tallgrass Energy Partners, LP.
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23.1*
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Consent of PricewaterhouseCoopers LLP.
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31.1*
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Rule 13a-14(a)/15d-14(a) Certification of David G. Dehaemers, Jr.
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31.2*
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Rule 13a-14(a)/15d-14(a) Certification of Gary J. Brauchle.
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32.1*
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Section 1350 Certification of David G. Dehaemers, Jr.
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32.2*
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Section 1350 Certification of Gary J. Brauchle.
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101.INS*
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XBRL Instance Document.
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101.SCH*
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XBRL Taxonomy Extension Schema Document.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document.
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* -
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filed herewith
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† -
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Management contract of compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b).
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By:
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Tallgrass MLP GP, LLC, its general partner
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By:
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/s/ David G. Dehaemers, Jr.
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David G. Dehaemers, Jr.
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President and Chief Executive Officer of Tallgrass MLP GP, LLC (the general partner of Tallgrass Energy Partners, LP)
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Name
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Title
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Date
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/s/ David G. Dehaemers, Jr.
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Director, President and Chief Executive Officer
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June 4, 2015
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David G. Dehaemers, Jr.
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(Principal Executive Officer)
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/s/ Gary J. Brauchle
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Executive Vice President and Chief Financial Officer
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June 4, 2015
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Gary J. Brauchle
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(Principal Financial Officer)
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/s/ Gary D. Watkins
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Vice President and Chief Accounting Officer
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June 4, 2015
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Gary D. Watkins
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(Principal Accounting Officer)
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/s/ Frank J. Loverro
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Director
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June 4, 2015
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Frank J. Loverro
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/s/ Stanley de J. Osborne
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Director
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June 4, 2015
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Stanley de J. Osborne
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/s/ Jeffrey A. Ball
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Director
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June 4, 2015
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Jeffrey A. Ball
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/s/ John T. Raymond
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Director
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June 4, 2015
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John T. Raymond
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/s/ William R. Moler
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Director
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June 4, 2015
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William R. Moler
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/s/ Terrance D. Towner
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Director
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June 4, 2015
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Terrance D. Towner
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/s/ Roy N. Cook
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Director
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June 4, 2015
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Roy N. Cook
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/s/ Jeffrey R. Armstrong
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Director
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June 4, 2015
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Jeffrey R. Armstrong
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By:
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/s/ David G. Dehaemers, Jr.
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David G. Dehaemers, Jr.
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President and Chief Executive Officer
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Company
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Jurisdiction of Organization
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Tallgrass MLP Operations, LLC
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Delaware
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Tallgrass Interstate Gas Transmission, LLC
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Colorado
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Tallgrass Midstream, LLC
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Delaware
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Tallgrass Energy Investments, LLC
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Delaware
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Trailblazer Pipeline Company LLC
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Delaware
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Tallgrass PXP Holdings, LLC
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Delaware
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Tallgrass Pony Express Pipeline, LLC
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Delaware
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Tallgrass Pony Express Pipeline (Colorado), Inc.
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Colorado
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NECL Realty Holdings, LLC
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Delaware
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BNN Water Solutions, LLC
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Delaware
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BNN Redtail, LLC
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Delaware
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Alpha Reclaim Technology, LLC
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Texas
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BNN West Texas, LLC
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Delaware
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BNN Recycle, LLC
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Delaware
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1.
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I have reviewed this Annual Report on Form 10-K/A of Tallgrass Energy Partners, LP;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ David G. Dehaemers, Jr.
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David G. Dehaemers, Jr.
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President and Chief Executive Officer of Tallgrass MLP GP, LLC (the general partner of Tallgrass Energy Partners, LP)
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1.
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I have reviewed this Annual Report on Form 10-K/A of Tallgrass Energy Partners, LP;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Gary J. Brauchle
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Gary J. Brauchle
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Executive Vice President and Chief Financial Officer of Tallgrass MLP GP, LLC (the general partner of Tallgrass Energy Partners, LP)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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By:
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/s/ David G. Dehaemers, Jr.
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David G. Dehaemers, Jr.
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President and Chief Executive Officer of Tallgrass MLP GP, LLC (the general partner of Tallgrass Energy Partners, LP)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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By:
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/s/ Gary J. Brauchle
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Gary J. Brauchle
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Executive Vice President and Chief Financial Officer of Tallgrass MLP GP, LLC (the general partner of Tallgrass Energy Partners, LP)
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