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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tallgrass Energy Partners, LP Common Units Representing Limited Partner Interests (delisted) | NYSE:TEP | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 43.31 | 0.00 | 01:00:00 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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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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Large accelerated filer
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x
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Accelerated filer
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¨
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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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September 30, 2016
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December 31, 2015
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||||
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(in thousands)
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||||||
ASSETS
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||||||
Current Assets:
|
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||||
Cash and cash equivalents
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$
|
417
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$
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1,611
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Accounts receivable, net
|
53,085
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|
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57,757
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||
Gas imbalances
|
890
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|
|
1,227
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||
Inventories
|
13,375
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13,793
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Derivative assets at fair value
|
25,690
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—
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Prepayments and other current assets
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3,838
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2,835
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Total Current Assets
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97,295
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77,223
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Property, plant and equipment, net
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2,003,532
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2,025,018
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Goodwill
|
343,288
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343,288
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Intangible asset, net
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94,280
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96,546
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Unconsolidated investment
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455,401
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—
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Deferred financing costs, net
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5,676
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|
5,105
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Deferred charges and other assets
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10,816
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14,894
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Total Assets
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$
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3,010,288
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$
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2,562,074
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LIABILITIES AND EQUITY
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||||
Current Liabilities:
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||||
Accounts payable (including $10,554 at December 31, 2015 related to variable interest entities)
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$
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17,046
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$
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22,218
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Accounts payable to related parties
|
6,207
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7,852
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||
Gas imbalances
|
1,117
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|
1,605
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||
Derivative liabilities at fair value
|
197
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|
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—
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||
Accrued taxes
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20,676
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|
|
13,844
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||
Accrued liabilities
|
10,214
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|
10,019
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Deferred revenue
|
52,138
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26,511
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Other current liabilities
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6,725
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6,880
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Total Current Liabilities
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114,320
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88,929
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Long-term debt, net
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1,398,003
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753,000
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Other long-term liabilities and deferred credits
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7,341
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5,143
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Total Long-term Liabilities
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1,405,344
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758,143
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Commitments and Contingencies
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Equity:
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||||
Common unitholders (72,738,251 and 60,644,232 units issued and outstanding at September 30, 2016 and December 31, 2015, respectively)
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2,094,821
|
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1,618,766
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|
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General partner (834,391 units issued and outstanding at September 30, 2016 and December 31, 2015)
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(637,945
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)
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(348,841
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)
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||
Total Partners' Equity
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1,456,876
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1,269,925
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Noncontrolling interests
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33,748
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445,077
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||
Total Equity
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1,490,624
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1,715,002
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Total Liabilities and Equity
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$
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3,010,288
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$
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2,562,074
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
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(in thousands, except per unit amounts)
|
||||||||||||||
Revenues:
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||||||||
Crude oil transportation services
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$
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91,387
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$
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81,928
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$
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279,281
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$
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206,331
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Natural gas transportation services
|
31,444
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29,431
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|
89,406
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90,620
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||||
Sales of natural gas, NGLs, and crude oil
|
20,758
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20,252
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51,514
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62,132
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Processing and other revenues
|
8,536
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6,557
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24,260
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26,730
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||||
Total Revenues
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152,125
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138,168
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|
444,461
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385,813
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|
||||
Operating Costs and Expenses:
|
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||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
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18,590
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18,186
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48,116
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54,959
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|
||||
Cost of transportation services (exclusive of depreciation and amortization shown below)
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13,528
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14,862
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|
43,924
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|
|
39,069
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||||
Operations and maintenance
|
14,714
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14,071
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41,055
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36,054
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||||
Depreciation and amortization
|
20,831
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|
20,802
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|
64,099
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|
|
61,762
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|
||||
General and administrative
|
13,147
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|
11,807
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|
40,072
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|
37,947
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|
||||
Taxes, other than income taxes
|
6,717
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5,521
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19,862
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16,547
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|
||||
Loss on disposal of assets
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—
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—
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1,849
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|
4,483
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|
||||
Total Operating Costs and Expenses
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87,527
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85,249
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258,977
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250,821
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|
||||
Operating Income
|
64,598
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|
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52,919
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|
185,484
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|
134,992
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|
||||
Other Income (Expense):
|
|
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||||||||
Interest expense, net
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(10,907
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)
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(3,871
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)
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(27,639
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)
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(11,204
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)
|
||||
Unrealized (loss) gain on derivative instrument
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(4,419
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)
|
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—
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5,588
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|
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—
|
|
||||
Equity in earnings of unconsolidated investment
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12,066
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|
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—
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|
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35,387
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|
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—
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|
||||
Other income, net
|
480
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|
|
502
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|
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1,267
|
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1,983
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|
||||
Total Other (Expense) Income
|
(2,780
|
)
|
|
(3,369
|
)
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14,603
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|
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(9,221
|
)
|
||||
Net income
|
61,818
|
|
|
49,550
|
|
|
200,087
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|
|
125,771
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|
||||
Net income attributable to noncontrolling interests
|
(1,084
|
)
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|
(6,871
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)
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(3,235
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)
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|
(5,874
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)
|
||||
Net income attributable to partners
|
$
|
60,734
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|
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$
|
42,679
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$
|
196,852
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$
|
119,897
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Allocation of income to the limited partners:
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||||||||
Net income attributable to partners
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$
|
60,734
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|
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$
|
42,679
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$
|
196,852
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$
|
119,897
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General partner interest in net income
|
(27,674
|
)
|
|
(12,146
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)
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(73,347
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)
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(30,614
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)
|
||||
Common and subordinated unitholders' interest in net income
|
33,060
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|
|
30,533
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|
|
123,505
|
|
|
89,283
|
|
||||
Basic net income per common and subordinated unit
|
$
|
0.45
|
|
|
$
|
0.50
|
|
|
$
|
1.75
|
|
|
$
|
1.54
|
|
Diluted net income per common and subordinated unit
|
$
|
0.45
|
|
|
$
|
0.50
|
|
|
$
|
1.73
|
|
|
$
|
1.52
|
|
Basic average number of common and subordinated units outstanding
|
73,089
|
|
|
60,576
|
|
|
70,686
|
|
|
57,917
|
|
||||
Diluted average number of common and subordinated units outstanding
|
74,063
|
|
|
61,536
|
|
|
71,590
|
|
|
58,884
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
200,087
|
|
|
$
|
125,771
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
68,693
|
|
|
64,624
|
|
||
Equity in earnings of unconsolidated investment
|
(35,387
|
)
|
|
—
|
|
||
Distributions from unconsolidated investment
|
35,387
|
|
|
—
|
|
||
Noncash compensation expense
|
4,270
|
|
|
3,988
|
|
||
Noncash change in fair value of derivative financial instruments
|
(5,391
|
)
|
|
(218
|
)
|
||
Loss on disposal of assets
|
1,849
|
|
|
4,483
|
|
||
Changes in components of working capital:
|
|
|
|
||||
Accounts receivable and other
|
7,924
|
|
|
(11,538
|
)
|
||
Inventories
|
(867
|
)
|
|
(5,265
|
)
|
||
Accounts payable and accrued liabilities
|
4,827
|
|
|
6,786
|
|
||
Deferred revenue
|
25,303
|
|
|
13,995
|
|
||
Other operating, net
|
(779
|
)
|
|
(5,142
|
)
|
||
Net Cash Provided by Operating Activities
|
305,916
|
|
|
197,484
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(45,252
|
)
|
|
(65,146
|
)
|
||
Acquisition of unconsolidated affiliate
|
(436,022
|
)
|
|
—
|
|
||
Acquisition of Pony Express membership interest
|
(49,118
|
)
|
|
(700,000
|
)
|
||
Contributions to unconsolidated investment
|
(35,452
|
)
|
|
—
|
|
||
Distributions from unconsolidated investment in excess of cumulative earnings
|
16,073
|
|
|
—
|
|
||
Other investing, net
|
205
|
|
|
(4,625
|
)
|
||
Net Cash Used in Investing Activities
|
(549,566
|
)
|
|
(769,771
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Acquisition of Pony Express membership interest
|
(425,882
|
)
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
400,000
|
|
|
—
|
|
||
Proceeds from public offering, net of offering costs
|
290,474
|
|
|
551,243
|
|
||
Borrowings under revolving credit facility, net
|
252,000
|
|
|
137,000
|
|
||
Distributions to unitholders
|
(207,539
|
)
|
|
(113,260
|
)
|
||
Partial exercise of call option
|
(151,434
|
)
|
|
—
|
|
||
Proceeds from private placement, net of offering costs
|
90,009
|
|
|
—
|
|
||
Contributions from noncontrolling interests
|
8,700
|
|
|
19,303
|
|
||
Other financing, net
|
(13,872
|
)
|
|
(4,161
|
)
|
||
Net Cash Provided by Financing Activities
|
242,456
|
|
|
590,125
|
|
||
Net Change in Cash and Cash Equivalents
|
(1,194
|
)
|
|
17,838
|
|
||
Cash and Cash Equivalents, beginning of period
|
1,611
|
|
|
867
|
|
||
Cash and Cash Equivalents, end of period
|
$
|
417
|
|
|
$
|
18,705
|
|
Schedule of Noncash Investing and Financing Activities:
|
|
|
|
||||
Property, plant and equipment acquired via the cash management agreement with Tallgrass Development, LP
|
$
|
—
|
|
|
$
|
120,254
|
|
Contributions from noncontrolling interests settled via the cash management agreement with Tallgrass Development, LP
|
$
|
—
|
|
|
$
|
43,401
|
|
Distribution to noncontrolling interests settled via the cash management agreement with Tallgrass Development, LP
|
$
|
—
|
|
|
$
|
44,142
|
|
|
Limited Partners
|
|
General Partner
|
|
Total Partners’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||
|
Common
|
|
Subordinated
|
|
|
|
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Balance at January 1, 2016
|
$
|
1,618,766
|
|
|
$
|
—
|
|
|
$
|
(348,841
|
)
|
|
$
|
1,269,925
|
|
|
$
|
445,077
|
|
|
$
|
1,715,002
|
|
Net income
|
123,505
|
|
|
—
|
|
|
73,347
|
|
|
196,852
|
|
|
3,235
|
|
|
200,087
|
|
||||||
Issuance of units to public, net of offering costs
|
290,474
|
|
|
—
|
|
|
—
|
|
|
290,474
|
|
|
—
|
|
|
290,474
|
|
||||||
Issuance of units in a private placement, net of offering costs
|
90,009
|
|
|
—
|
|
|
—
|
|
|
90,009
|
|
|
—
|
|
|
90,009
|
|
||||||
Distributions to unitholders
|
(145,664
|
)
|
|
—
|
|
|
(61,875
|
)
|
|
(207,539
|
)
|
|
—
|
|
|
(207,539
|
)
|
||||||
Noncash compensation expense
|
5,931
|
|
|
—
|
|
|
—
|
|
|
5,931
|
|
|
—
|
|
|
5,931
|
|
||||||
Acquisition of additional 31.3% membership interest in Pony Express
|
268,607
|
|
|
—
|
|
|
(279,967
|
)
|
|
(11,360
|
)
|
|
(417,679
|
)
|
|
(429,039
|
)
|
||||||
Partial exercise of call option
|
(151,434
|
)
|
|
—
|
|
|
(25,858
|
)
|
|
(177,292
|
)
|
|
—
|
|
|
(177,292
|
)
|
||||||
Contributions from TD
|
—
|
|
|
—
|
|
|
5,308
|
|
|
5,308
|
|
|
—
|
|
|
5,308
|
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,700
|
|
|
8,700
|
|
||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,017
|
)
|
|
(5,017
|
)
|
||||||
Acquisition of noncontrolling interests
|
(5,373
|
)
|
|
—
|
|
|
(59
|
)
|
|
(5,432
|
)
|
|
(568
|
)
|
|
(6,000
|
)
|
||||||
Balance at September 30, 2016
|
$
|
2,094,821
|
|
|
$
|
—
|
|
|
$
|
(637,945
|
)
|
|
$
|
1,456,876
|
|
|
$
|
33,748
|
|
|
$
|
1,490,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Limited Partners
|
|
General Partner
|
|
Total Partners’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||
|
Common
|
|
Subordinated
|
|
|
|
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Balance at January 1, 2015
|
$
|
800,333
|
|
|
$
|
274,133
|
|
|
$
|
(35,743
|
)
|
|
$
|
1,038,723
|
|
|
$
|
756,428
|
|
|
$
|
1,795,151
|
|
Net income
|
84,103
|
|
|
5,180
|
|
|
30,614
|
|
|
119,897
|
|
|
5,874
|
|
|
125,771
|
|
||||||
Issuance of units to public, net of offering costs
|
551,243
|
|
|
—
|
|
|
—
|
|
|
551,243
|
|
|
—
|
|
|
551,243
|
|
||||||
Distributions to unitholders
|
(82,382
|
)
|
|
(7,857
|
)
|
|
(23,021
|
)
|
|
(113,260
|
)
|
|
—
|
|
|
(113,260
|
)
|
||||||
Noncash compensation expense
|
7,325
|
|
|
—
|
|
|
—
|
|
|
7,325
|
|
|
—
|
|
|
7,325
|
|
||||||
LTIP units tendered by employees to satisfy tax withholding obligations
|
(6,562
|
)
|
|
—
|
|
|
—
|
|
|
(6,562
|
)
|
|
—
|
|
|
(6,562
|
)
|
||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,553
|
|
|
110,553
|
|
||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,543
|
)
|
|
(44,543
|
)
|
||||||
Acquisition of additional 33.3% membership interest in Pony Express
|
—
|
|
|
—
|
|
|
(324,328
|
)
|
|
(324,328
|
)
|
|
(375,672
|
)
|
|
(700,000
|
)
|
||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
|
(600
|
)
|
||||||
Conversion of subordinated units
|
271,456
|
|
|
(271,456
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at September 30, 2015
|
$
|
1,625,516
|
|
|
$
|
—
|
|
|
$
|
(352,478
|
)
|
|
$
|
1,273,038
|
|
|
$
|
452,040
|
|
|
$
|
1,725,078
|
|
•
|
Crude Oil Transportation & Logistics—the ownership and operation of a FERC-regulated crude oil pipeline system;
|
•
|
Natural Gas Transportation & Logistics—the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities; and
|
•
|
Processing & Logistics—the ownership and operation of natural gas processing, treating and fractionation facilities, the provision of water business services primarily to the oil and gas exploration and production industry and the transportation of NGLs.
|
Unit Holder
|
|
Limited Partner Common Units
|
|
General Partner Units
|
|
Percentage of Outstanding Limited Partner Common Units
|
|
Percentage of Outstanding Common and General Partner Units
|
||||
Public Unitholders
(1)
|
|
43,427,917
|
|
|
—
|
|
|
59.70
|
%
|
|
59.04
|
%
|
Tallgrass Equity, LLC
|
|
20,000,000
|
|
|
—
|
|
|
27.50
|
%
|
|
27.18
|
%
|
Tallgrass Development, LP
(2)
|
|
9,310,334
|
|
|
—
|
|
|
12.80
|
%
|
|
12.65
|
%
|
Tallgrass MLP GP, LLC
(3)
|
|
—
|
|
|
834,391
|
|
|
—
|
%
|
|
1.13
|
%
|
Total
(4)
|
|
72,738,251
|
|
|
834,391
|
|
|
100.00
|
%
|
|
100.00
|
%
|
(1)
|
As discussed in
Note 10
–
Partnership Equity and Distributions
, we issued and sold an additional
628,914
common units subsequent to
September 30, 2016
. As of
November 2, 2016
, there were
44,056,831
common units held by public unitholders outstanding.
|
(2)
|
As discussed in
Note 8
–
Risk Management
,
1,251,760
of the common units held by Tallgrass Development, LP ("TD") as of
September 30, 2016
were subsequently deemed cancelled as of October 31, 2016. As of
November 2, 2016
, there were
8,058,574
common units held by TD outstanding.
|
(3)
|
Tallgrass MLP GP, LLC (the "general partner") also holds all of TEP's incentive distribution rights.
|
(4)
|
As of
November 2, 2016
, there were
72,949,796
total limited partner and general partner units outstanding.
|
|
Basis Difference
|
|
Amortization Period
|
||
|
(in thousands)
|
|
|
||
Long-term debt
|
$
|
7,878
|
|
|
2 - 25 years
|
Property, plant and equipment
|
(406,987
|
)
|
|
35 years
|
|
Total basis difference
|
$
|
(399,109
|
)
|
|
|
|
September 30, 2016
|
||
|
(in thousands)
|
||
Current assets
|
$
|
170,472
|
|
Noncurrent assets
|
$
|
6,058,941
|
|
Current liabilities
|
$
|
173,447
|
|
Noncurrent liabilities
|
$
|
2,638,071
|
|
Members' equity
|
$
|
3,417,895
|
|
|
Three Months Ended September 30, 2016
|
|
Period from May 6, 2016 to September 30, 2016
|
||||
|
(in thousands)
|
||||||
Revenue
|
$
|
159,421
|
|
|
$
|
257,582
|
|
Operating income
|
$
|
66,436
|
|
|
$
|
110,268
|
|
Net income to Members
|
$
|
34,184
|
|
|
$
|
118,925
|
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
|
(in thousands)
|
||||||
Revenue
|
$
|
138,651
|
|
|
$
|
387,245
|
|
Net income attributable to partners
|
$
|
42,847
|
|
|
$
|
120,395
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of transportation services
|
$
|
7,313
|
|
|
$
|
7,180
|
|
|
$
|
21,864
|
|
|
$
|
17,771
|
|
Charges to TEP:
(1)
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment, net
|
$
|
432
|
|
|
$
|
958
|
|
|
$
|
1,953
|
|
|
$
|
3,859
|
|
Operation and maintenance
|
$
|
6,317
|
|
|
$
|
6,077
|
|
|
$
|
18,778
|
|
|
$
|
17,325
|
|
General and administrative
|
$
|
9,567
|
|
|
$
|
9,541
|
|
|
$
|
28,784
|
|
|
$
|
28,112
|
|
(1)
|
Charges to TEP, inclusive of Pony Express, include directly charged wages and salaries, other compensation and benefits, and shared services.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Receivable from related parties:
|
|
|
|
||||
Rockies Express Pipeline LLC
|
$
|
126
|
|
|
$
|
15
|
|
Total receivable from related parties
|
$
|
126
|
|
|
$
|
15
|
|
Accounts payable to related parties:
|
|
|
|
||||
Tallgrass Operations, LLC
|
$
|
6,139
|
|
|
$
|
7,792
|
|
Tallgrass Equity, LLC
|
68
|
|
|
36
|
|
||
Deeprock Development, LLC
|
—
|
|
|
17
|
|
||
Rockies Express Pipeline LLC
|
—
|
|
|
7
|
|
||
Total accounts payable to related parties
|
$
|
6,207
|
|
|
$
|
7,852
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Affiliate gas imbalance receivables
|
$
|
82
|
|
|
$
|
92
|
|
Affiliate gas imbalance payables
|
$
|
161
|
|
|
$
|
227
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Crude oil
|
$
|
4,223
|
|
|
$
|
2,661
|
|
Materials and supplies
|
6,505
|
|
|
8,581
|
|
||
Natural gas liquids
|
255
|
|
|
395
|
|
||
Gas in underground storage
|
2,392
|
|
|
2,156
|
|
||
Total inventory
|
$
|
13,375
|
|
|
$
|
13,793
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Crude oil pipelines
|
$
|
1,182,806
|
|
|
$
|
1,172,684
|
|
Natural gas pipelines
|
553,437
|
|
|
550,710
|
|
||
Processing and treating assets
|
256,331
|
|
|
254,073
|
|
||
Water business assets
|
81,507
|
|
|
81,098
|
|
||
General and other
|
71,190
|
|
|
69,181
|
|
||
Construction work in progress
|
38,454
|
|
|
30,699
|
|
||
Accumulated depreciation and amortization
|
(180,193
|
)
|
|
(133,427
|
)
|
||
Total property, plant and equipment, net
|
$
|
2,003,532
|
|
|
$
|
2,025,018
|
|
|
Balance Sheet
Location |
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
|
|
(in thousands)
|
||||||
Call option derivative
(1)
|
Current assets
|
|
$
|
25,690
|
|
|
$
|
—
|
|
Natural gas derivative contracts
(2)
|
Current liabilities
|
|
$
|
190
|
|
|
$
|
—
|
|
Crude oil derivative contract
(3)
|
Current liabilities
|
|
$
|
7
|
|
|
$
|
—
|
|
(1)
|
As discussed in
Note 3
–
Acquisitions
, in conjunction with our acquisition of an additional
31.3%
membership interest in Pony Express effective January 1, 2016, TD granted us an
18
month call option covering the
6,518,000
common units issued to TD.
|
(2)
|
As of
September 30, 2016
, the fair value shown for natural gas derivative contracts was comprised of derivative volumes for short natural gas fixed-price swaps totaling
0.8
Bcf. As of
December 31, 2015
there were no natural gas derivative contracts outstanding.
|
(3)
|
As of
September 30, 2016
, the fair value shown for crude oil derivative contracts was comprised of the sale of
30,000
barrels in October 2016. As of
December 31, 2015
there were no crude oil derivative contracts outstanding.
|
|
Location of gain (loss) recognized
in income on derivatives |
|
Amount of gain (loss) recognized in income on derivatives
|
||||||||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
|
|
(in thousands)
|
||||||||||||||
Derivatives not designated as hedging contracts:
|
|
|
|
|
|
|
|
|
|
||||||||
Call option derivative
|
Unrealized (loss) gain on derivative instrument
|
|
$
|
(4,419
|
)
|
|
$
|
—
|
|
|
$
|
5,588
|
|
|
$
|
—
|
|
Natural gas derivative contracts
|
Sales of natural gas, NGLs, and crude oil
|
|
$
|
161
|
|
|
$
|
252
|
|
|
$
|
(190
|
)
|
|
$
|
211
|
|
Crude oil derivative contract
|
Sales of natural gas, NGLs, and crude oil
|
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
466
|
|
|
$
|
—
|
|
|
|
|
Asset 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)
|
||||||||||||||
As of September 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Call option derivative
|
$
|
25,690
|
|
|
$
|
—
|
|
|
$
|
25,690
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
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)
|
||||||||||||||
As of September 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Natural gas derivative contracts
|
$
|
190
|
|
|
$
|
—
|
|
|
$
|
190
|
|
|
$
|
—
|
|
Crude oil derivative contract
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Revolving credit facility
|
$
|
1,005,000
|
|
|
$
|
753,000
|
|
5.50% senior notes due September 15, 2024
|
400,000
|
|
|
—
|
|
||
Less: Deferred financing costs, net
(1)
|
(6,997
|
)
|
|
—
|
|
||
Total long-term debt, net
|
$
|
1,398,003
|
|
|
$
|
753,000
|
|
(1)
|
Deferred financing costs, net as presented above relate solely to the 2024 Notes. Deferred financing costs associated with our revolving credit facility are presented in noncurrent assets on our condensed consolidated balance sheets.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Total capacity under the revolving credit facility
|
$
|
1,750,000
|
|
|
$
|
1,100,000
|
|
Less: Outstanding borrowings under the revolving credit facility
(1)
|
(1,005,000
|
)
|
|
(753,000
|
)
|
||
Available capacity under the revolving credit facility
|
$
|
745,000
|
|
|
$
|
347,000
|
|
(1)
|
As of October 31, 2016, our outstanding borrowings under the revolving credit facility were approximately
$1.003 billion
.
|
|
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)
|
||||||||||||||||||
As of September 30, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
1,005,000
|
|
|
$
|
—
|
|
|
$
|
1,005,000
|
|
|
$
|
1,005,000
|
|
2024 Notes
|
$
|
—
|
|
|
$
|
403,752
|
|
|
$
|
—
|
|
|
$
|
403,752
|
|
|
$
|
393,003
|
|
As of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
753,000
|
|
|
$
|
—
|
|
|
$
|
753,000
|
|
|
$
|
753,000
|
|
|
|
|
|
Distributions
|
|
|
||||||||||||||||
|
|
|
|
Limited Partner
Common 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)
|
|
|
||||||||||||||||
September 30, 2016
|
|
November 14, 2016
(1)
|
|
$
|
57,332
|
|
|
$
|
26,987
|
|
|
$
|
976
|
|
|
$
|
85,295
|
|
|
$
|
0.7950
|
|
June 30, 2016
|
|
August 12, 2016
|
|
54,442
|
|
|
24,262
|
|
|
911
|
|
|
79,615
|
|
|
0.7550
|
|
|||||
March 31, 2016
|
|
May 13, 2016
|
|
48,238
|
|
|
19,816
|
|
|
830
|
|
|
68,884
|
|
|
0.7050
|
|
|||||
December 31, 2015
|
|
February 12, 2016
|
|
42,984
|
|
|
15,332
|
|
|
724
|
|
|
59,040
|
|
|
0.6400
|
|
|||||
September 30, 2015
|
|
November 13, 2015
|
|
36,347
|
|
|
11,567
|
|
|
660
|
|
|
48,574
|
|
|
0.6000
|
|
|||||
June 30, 2015
|
|
August 14, 2015
|
|
35,135
|
|
|
10,418
|
|
|
627
|
|
|
46,180
|
|
|
0.5800
|
|
|||||
March 31, 2015
|
|
May 14, 2015
|
|
31,322
|
|
|
6,934
|
|
|
530
|
|
|
38,786
|
|
|
0.5200
|
|
(1)
|
The distribution announced on
October 5, 2016
for the
third quarter
of
2016
will be paid on
November 14, 2016
to unitholders of record at the close of business on
October 31, 2016
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands, except per unit amounts)
|
||||||||||||||
Net income
|
$
|
61,818
|
|
|
$
|
49,550
|
|
|
$
|
200,087
|
|
|
$
|
125,771
|
|
Net income attributable to noncontrolling interests
|
(1,084
|
)
|
|
(6,871
|
)
|
|
(3,235
|
)
|
|
(5,874
|
)
|
||||
Net income attributable to partners
|
60,734
|
|
|
42,679
|
|
|
196,852
|
|
|
119,897
|
|
||||
General partner interest in net income
|
(27,674
|
)
|
|
(12,146
|
)
|
|
(73,347
|
)
|
|
(30,614
|
)
|
||||
Net income available to common and subordinated unitholders
|
$
|
33,060
|
|
|
$
|
30,533
|
|
|
$
|
123,505
|
|
|
$
|
89,283
|
|
Basic net income per common and subordinated unit
|
$
|
0.45
|
|
|
$
|
0.50
|
|
|
$
|
1.75
|
|
|
$
|
1.54
|
|
Diluted net income per common and subordinated unit
|
$
|
0.45
|
|
|
$
|
0.50
|
|
|
$
|
1.73
|
|
|
$
|
1.52
|
|
Basic average number of common and subordinated units outstanding
|
73,089
|
|
|
60,576
|
|
|
70,686
|
|
|
57,917
|
|
||||
Equity Participation Unit equivalent units
|
974
|
|
|
960
|
|
|
904
|
|
|
967
|
|
||||
Diluted average number of common and subordinated units outstanding
|
74,063
|
|
|
61,536
|
|
|
71,590
|
|
|
58,884
|
|
|
Three Months Ended September 30, 2016
|
|
Three Months Ended September 30, 2015
|
||||||||||||||||||||
Revenue:
|
Total
Revenue |
|
Inter-
Segment |
|
External
Revenue |
|
Total
Revenue |
|
Inter-
Segment |
|
External
Revenue |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Crude Oil Transportation & Logistics
|
$
|
95,826
|
|
|
$
|
—
|
|
|
$
|
95,826
|
|
|
$
|
83,272
|
|
|
$
|
—
|
|
|
$
|
83,272
|
|
Natural Gas Transportation & Logistics
|
33,812
|
|
|
(1,427
|
)
|
|
32,385
|
|
|
33,636
|
|
|
(1,346
|
)
|
|
32,290
|
|
||||||
Processing & Logistics
|
23,914
|
|
|
—
|
|
|
23,914
|
|
|
22,606
|
|
|
—
|
|
|
22,606
|
|
||||||
Corporate and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Revenue
|
$
|
153,552
|
|
|
$
|
(1,427
|
)
|
|
$
|
152,125
|
|
|
$
|
139,514
|
|
|
$
|
(1,346
|
)
|
|
$
|
138,168
|
|
|
Nine Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||||
Revenue:
|
Total
Revenue |
|
Inter-
Segment |
|
External
Revenue |
|
Total
Revenue |
|
Inter-
Segment |
|
External
Revenue |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Crude Oil Transportation & Logistics
|
$
|
283,868
|
|
|
$
|
—
|
|
|
$
|
283,868
|
|
|
$
|
208,872
|
|
|
$
|
—
|
|
|
$
|
208,872
|
|
Natural Gas Transportation & Logistics
|
94,949
|
|
|
(4,192
|
)
|
|
90,757
|
|
|
98,215
|
|
|
(4,036
|
)
|
|
94,179
|
|
||||||
Processing & Logistics
|
69,836
|
|
|
—
|
|
|
69,836
|
|
|
82,762
|
|
|
—
|
|
|
82,762
|
|
||||||
Corporate and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Revenue
|
$
|
448,653
|
|
|
$
|
(4,192
|
)
|
|
$
|
444,461
|
|
|
$
|
389,849
|
|
|
$
|
(4,036
|
)
|
|
$
|
385,813
|
|
|
Three Months Ended September 30, 2016
|
|
Three Months Ended September 30, 2015
|
||||||||||||||||||||
Adjusted EBITDA:
|
Total
Adjusted EBITDA |
|
Inter-
Segment |
|
External
Adjusted EBITDA |
|
Total
Adjusted EBITDA |
|
Inter-
Segment |
|
External
Adjusted EBITDA |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Crude Oil Transportation & Logistics
|
$
|
65,431
|
|
|
$
|
1,346
|
|
|
$
|
66,777
|
|
|
$
|
47,526
|
|
|
$
|
1,346
|
|
|
$
|
48,872
|
|
Natural Gas Transportation & Logistics
|
41,253
|
|
|
(1,427
|
)
|
|
39,826
|
|
|
15,983
|
|
|
(1,346
|
)
|
|
14,637
|
|
||||||
Processing & Logistics
|
3,210
|
|
|
81
|
|
|
3,291
|
|
|
3,046
|
|
|
—
|
|
|
3,046
|
|
||||||
Corporate and Other
|
(1,368
|
)
|
|
—
|
|
|
(1,368
|
)
|
|
(703
|
)
|
|
—
|
|
|
(703
|
)
|
||||||
Reconciliation to Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated investment
|
|
|
|
|
12,066
|
|
|
|
|
|
|
—
|
|
||||||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net of noncontrolling interest
|
|
|
|
|
(10,907
|
)
|
|
|
|
|
|
(3,872
|
)
|
||||||||||
Depreciation and amortization expense, net of noncontrolling interest
|
|
|
|
|
(21,102
|
)
|
|
|
|
|
|
(18,826
|
)
|
||||||||||
Distributions from unconsolidated investment
|
|
|
|
|
(21,804
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Non-cash (loss) gain related to derivative instruments, net of noncontrolling interest
|
|
|
|
|
(4,410
|
)
|
|
|
|
|
|
259
|
|
||||||||||
Non-cash compensation expense
|
|
|
|
|
(1,635
|
)
|
|
|
|
|
|
(734
|
)
|
||||||||||
Net income attributable to partners
|
|
|
|
|
$
|
60,734
|
|
|
|
|
|
|
$
|
42,679
|
|
|
Nine Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||||
Adjusted EBITDA:
|
Total
Adjusted EBITDA |
|
Inter-
Segment |
|
External
Adjusted EBITDA |
|
Total
Adjusted EBITDA |
|
Inter-
Segment |
|
External
Adjusted EBITDA |
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Crude Oil Transportation & Logistics
|
$
|
195,732
|
|
|
$
|
4,037
|
|
|
$
|
199,769
|
|
|
$
|
119,352
|
|
|
$
|
4,036
|
|
|
$
|
123,388
|
|
Natural Gas Transportation & Logistics
|
104,168
|
|
|
(4,192
|
)
|
|
99,976
|
|
|
51,820
|
|
|
(4,036
|
)
|
|
47,784
|
|
||||||
Processing & Logistics
|
10,110
|
|
|
155
|
|
|
10,265
|
|
|
18,841
|
|
|
—
|
|
|
18,841
|
|
||||||
Corporate and Other
|
(3,809
|
)
|
|
—
|
|
|
(3,809
|
)
|
|
(2,374
|
)
|
|
—
|
|
|
(2,374
|
)
|
||||||
Reconciliation to Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated investment
|
|
|
|
|
35,387
|
|
|
|
|
|
|
—
|
|
||||||||||
Non-cash loss allocated to noncontrolling interest
|
|
|
|
|
—
|
|
|
|
|
|
|
9,377
|
|
||||||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net of noncontrolling interest
|
|
|
|
|
(27,639
|
)
|
|
|
|
|
|
(11,205
|
)
|
||||||||||
Depreciation and amortization expense, net of noncontrolling interest
|
|
|
|
|
(64,909
|
)
|
|
|
|
|
|
(57,661
|
)
|
||||||||||
Distributions from unconsolidated investment
|
|
|
|
|
(51,460
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Non-cash gain related to derivative instruments, net of noncontrolling interest
|
|
|
|
|
5,391
|
|
|
|
|
|
|
218
|
|
||||||||||
Non-cash compensation expense
|
|
|
|
|
(4,270
|
)
|
|
|
|
|
|
(3,988
|
)
|
||||||||||
Non-cash loss from asset sales
|
|
|
|
|
(1,849
|
)
|
|
|
|
|
|
(4,483
|
)
|
||||||||||
Net income attributable to partners
|
|
|
|
|
|
|
$
|
196,852
|
|
|
|
|
|
|
|
|
$
|
119,897
|
|
|
Nine Months Ended September 30,
|
||||||
Capital Expenditures:
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Crude Oil Transportation & Logistics
|
$
|
25,985
|
|
|
$
|
40,579
|
|
Natural Gas Transportation & Logistics
|
11,146
|
|
|
10,858
|
|
||
Processing & Logistics
|
8,121
|
|
|
13,709
|
|
||
Corporate and Other
|
—
|
|
|
—
|
|
||
Total capital expenditures
|
$
|
45,252
|
|
|
$
|
65,146
|
|
Assets:
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Crude Oil Transportation & Logistics
|
$
|
1,417,241
|
|
|
$
|
1,439,418
|
|
Natural Gas Transportation & Logistics
|
1,155,372
|
|
|
706,576
|
|
||
Processing & Logistics
|
405,760
|
|
|
409,795
|
|
||
Corporate and Other
|
31,915
|
|
|
6,285
|
|
||
Total assets
|
$
|
3,010,288
|
|
|
$
|
2,562,074
|
|
•
|
our ability to complete and integrate acquisitions from TD or from third parties, including our acquisition of a 25% membership interest in Rockies Express that was completed in May 2016, our purchase of an additional 31.3% membership interest in Pony Express that was completed in January 2016, and our acquisition of water business assets in Weld County, Colorado that was completed in December 2015;
|
•
|
large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;
|
•
|
changes in general economic conditions;
|
•
|
competitive conditions in our industry;
|
•
|
actions taken by third-party operators, processors and transporters;
|
•
|
the demand for our services, including crude oil transportation services, natural gas transportation, storage and processing services and water business services;
|
•
|
our ability to successfully implement our business plan;
|
•
|
our ability to complete internal growth projects on time and on budget;
|
•
|
the price and availability of debt and equity financing;
|
•
|
the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil, natural gas, NGLs, and other hydrocarbons;
|
•
|
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;
|
•
|
competition from the same and alternative energy sources;
|
•
|
energy efficiency and technology trends;
|
•
|
operating hazards and other risks incidental to transporting crude oil, transporting, storing and processing natural gas, and transporting, gathering and disposing of water produced in connection with hydrocarbon exploration and production activities;
|
•
|
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
interest rates;
|
•
|
labor relations;
|
•
|
changes in tax status;
|
•
|
the effects of existing and future laws and governmental regulations;
|
•
|
the effects of future litigation; and
|
•
|
certain factors discussed elsewhere in this Quarterly Report.
|
•
|
Crude Oil Transportation & Logistics—the ownership and operation of a FERC-regulated crude oil pipeline system;
|
•
|
Natural Gas Transportation & Logistics—the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities; and
|
•
|
Processing & Logistics—the ownership and operation of natural gas processing, treating and fractionation facilities, the provision of water business services primarily to the oil and gas exploration and production industry and the transportation of NGLs.
|
•
|
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.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Reconciliation of Adjusted EBITDA to Net Income
|
|
|
|
|
|
|
|
||||||||
Net income attributable to partners
|
$
|
60,734
|
|
|
$
|
42,679
|
|
|
$
|
196,852
|
|
|
$
|
119,897
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of noncontrolling interest
|
10,907
|
|
|
3,872
|
|
|
27,639
|
|
|
11,205
|
|
||||
Depreciation and amortization expense, net of noncontrolling interest
|
21,102
|
|
|
18,826
|
|
|
64,909
|
|
|
57,661
|
|
||||
Distributions from unconsolidated investment
|
21,804
|
|
|
—
|
|
|
51,460
|
|
|
—
|
|
||||
Non-cash loss (gain) related to derivative instruments, net of noncontrolling interest
|
4,410
|
|
|
(259
|
)
|
|
(5,391
|
)
|
|
(218
|
)
|
||||
Non-cash compensation expense
|
1,635
|
|
|
734
|
|
|
4,270
|
|
|
3,988
|
|
||||
Non-cash loss from disposal of assets
|
—
|
|
|
—
|
|
|
1,849
|
|
|
4,483
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated investment
|
(12,066
|
)
|
|
—
|
|
|
(35,387
|
)
|
|
—
|
|
||||
Non-cash loss allocated to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,377
|
)
|
||||
Adjusted EBITDA
|
$
|
108,526
|
|
|
$
|
65,852
|
|
|
$
|
306,201
|
|
|
$
|
187,639
|
|
Reconciliation of Adjusted EBITDA and Distributable Cash Flow to Net Cash Provided by Operating Activities
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
109,370
|
|
|
$
|
85,266
|
|
|
$
|
305,916
|
|
|
$
|
197,484
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of noncontrolling interest
|
10,907
|
|
|
3,872
|
|
|
27,639
|
|
|
11,205
|
|
||||
Other, including changes in operating working capital
|
(11,751
|
)
|
|
(23,286
|
)
|
|
(27,354
|
)
|
|
(21,050
|
)
|
||||
Adjusted EBITDA
|
$
|
108,526
|
|
|
$
|
65,852
|
|
|
$
|
306,201
|
|
|
$
|
187,639
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Deficiency payments received, net
|
9,114
|
|
|
8,342
|
|
|
24,892
|
|
|
12,050
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Cash interest cost
|
(9,950
|
)
|
|
(3,518
|
)
|
|
(25,183
|
)
|
|
(10,031
|
)
|
||||
Maintenance capital expenditures, net
|
(2,828
|
)
|
|
(4,659
|
)
|
|
(7,085
|
)
|
|
(9,237
|
)
|
||||
Distributions to noncontrolling interest in excess of earnings
|
—
|
|
|
(11,520
|
)
|
|
—
|
|
|
(22,517
|
)
|
||||
Distributable Cash Flow
|
$
|
104,862
|
|
|
$
|
54,497
|
|
|
$
|
298,825
|
|
|
$
|
157,904
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Reconciliation of Adjusted EBITDA to Operating Income in the Crude Oil Transportation & Logistics Segment
(1)
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
53,227
|
|
|
$
|
44,069
|
|
|
$
|
159,619
|
|
|
$
|
103,857
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense, net of noncontrolling interest
|
13,112
|
|
|
10,323
|
|
|
39,276
|
|
|
30,752
|
|
||||
Adjusted EBITDA attributable to noncontrolling interests
|
(1,060
|
)
|
|
(6,866
|
)
|
|
(3,170
|
)
|
|
(5,880
|
)
|
||||
Non-cash loss related to derivative instruments, net of noncontrolling interest, net of noncontrolling interests
|
152
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Non-cash loss allocated to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,377
|
)
|
||||
Segment Adjusted EBITDA
|
$
|
65,431
|
|
|
$
|
47,526
|
|
|
$
|
195,732
|
|
|
$
|
119,352
|
|
Reconciliation of Adjusted EBITDA to Operating Income in the Natural Gas Transportation & Logistics Segment
(1)
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
14,254
|
|
|
$
|
10,499
|
|
|
$
|
35,018
|
|
|
$
|
32,989
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
4,876
|
|
|
5,241
|
|
|
16,233
|
|
|
17,066
|
|
||||
Distributions from unconsolidated investment
|
21,804
|
|
|
—
|
|
|
51,460
|
|
|
—
|
|
||||
Non-cash (gain) loss related to derivative instruments
|
(161
|
)
|
|
(259
|
)
|
|
190
|
|
|
(218
|
)
|
||||
Other income, net
|
480
|
|
|
502
|
|
|
1,267
|
|
|
1,983
|
|
||||
Segment Adjusted EBITDA
|
$
|
41,253
|
|
|
$
|
15,983
|
|
|
$
|
104,168
|
|
|
$
|
51,820
|
|
Reconciliation of Adjusted EBITDA to Operating (Loss) Income in the Processing & Logistics Segment
(1)
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
120
|
|
|
$
|
(212
|
)
|
|
$
|
(1,074
|
)
|
|
$
|
4,508
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense, net of noncontrolling interest
|
3,114
|
|
|
3,262
|
|
|
9,400
|
|
|
9,843
|
|
||||
Non-cash loss from disposal of assets
|
—
|
|
|
—
|
|
|
1,849
|
|
|
4,483
|
|
||||
Adjusted EBITDA attributable to noncontrolling interests
|
(24
|
)
|
|
(4
|
)
|
|
(65
|
)
|
|
7
|
|
||||
Segment Adjusted EBITDA
|
$
|
3,210
|
|
|
$
|
3,046
|
|
|
$
|
10,110
|
|
|
$
|
18,841
|
|
Total Segment Adjusted EBITDA
|
$
|
109,894
|
|
|
$
|
66,555
|
|
|
$
|
310,010
|
|
|
$
|
190,013
|
|
Corporate general and administrative costs
|
(1,368
|
)
|
|
(703
|
)
|
|
(3,809
|
)
|
|
(2,374
|
)
|
||||
Total Adjusted EBITDA
|
$
|
108,526
|
|
|
$
|
65,852
|
|
|
$
|
306,201
|
|
|
$
|
187,639
|
|
(1)
|
Segment results as presented represent total operating income and Adjusted EBITDA, including intersegment activity, for the Crude Oil Transportation & Logistics, Natural Gas Transportation & Logistics, and Processing & Logistics segments. For reconciliations to the consolidated financial data, see
Note 14
–
Reporting Segments
to the accompanying condensed consolidated financial statements.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands, except operating data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Crude oil transportation services
|
$
|
91,387
|
|
|
$
|
81,928
|
|
|
$
|
279,281
|
|
|
$
|
206,331
|
|
Natural gas transportation services
|
31,444
|
|
|
29,431
|
|
|
89,406
|
|
|
90,620
|
|
||||
Sales of natural gas, NGLs, and crude oil
|
20,758
|
|
|
20,252
|
|
|
51,514
|
|
|
62,132
|
|
||||
Processing and other revenues
|
8,536
|
|
|
6,557
|
|
|
24,260
|
|
|
26,730
|
|
||||
Total Revenues
|
152,125
|
|
|
138,168
|
|
|
444,461
|
|
|
385,813
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of depreciation and amortization shown below)
|
18,590
|
|
|
18,186
|
|
|
48,116
|
|
|
54,959
|
|
||||
Cost of transportation services (exclusive of depreciation and amortization shown below)
|
13,528
|
|
|
14,862
|
|
|
43,924
|
|
|
39,069
|
|
||||
Operations and maintenance
|
14,714
|
|
|
14,071
|
|
|
41,055
|
|
|
36,054
|
|
||||
Depreciation and amortization
|
20,831
|
|
|
20,802
|
|
|
64,099
|
|
|
61,762
|
|
||||
General and administrative
|
13,147
|
|
|
11,807
|
|
|
40,072
|
|
|
37,947
|
|
||||
Taxes, other than income taxes
|
6,717
|
|
|
5,521
|
|
|
19,862
|
|
|
16,547
|
|
||||
Loss on disposal of assets
|
—
|
|
|
—
|
|
|
1,849
|
|
|
4,483
|
|
||||
Total Operating Costs and Expenses
|
87,527
|
|
|
85,249
|
|
|
258,977
|
|
|
250,821
|
|
||||
Operating Income
|
64,598
|
|
|
52,919
|
|
|
185,484
|
|
|
134,992
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(10,907
|
)
|
|
(3,871
|
)
|
|
(27,639
|
)
|
|
(11,204
|
)
|
||||
Unrealized (loss) gain on derivative instrument
|
(4,419
|
)
|
|
—
|
|
|
5,588
|
|
|
—
|
|
||||
Equity in earnings of unconsolidated investment
|
12,066
|
|
|
—
|
|
|
35,387
|
|
|
—
|
|
||||
Other income, net
|
480
|
|
|
502
|
|
|
1,267
|
|
|
1,983
|
|
||||
Total Other (Expense) Income
|
(2,780
|
)
|
|
(3,369
|
)
|
|
14,603
|
|
|
(9,221
|
)
|
||||
Net income
|
61,818
|
|
|
49,550
|
|
|
200,087
|
|
|
125,771
|
|
||||
Net income attributable to noncontrolling interests
|
(1,084
|
)
|
|
(6,871
|
)
|
|
(3,235
|
)
|
|
(5,874
|
)
|
||||
Net income attributable to partners
|
$
|
60,734
|
|
|
$
|
42,679
|
|
|
$
|
196,852
|
|
|
$
|
119,897
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
(1)
|
$
|
108,526
|
|
|
$
|
65,852
|
|
|
$
|
306,201
|
|
|
$
|
187,639
|
|
Operating Data:
|
|
|
|
|
|
|
|
||||||||
Crude oil transportation average throughput (Bbls/d)
(2)
|
276,138
|
|
|
252,540
|
|
|
284,512
|
|
|
218,697
|
|
||||
Gas transportation average firm contracted volumes (MMcf/d)
(3)
|
1,440
|
|
|
1,506
|
|
|
1,464
|
|
|
1,543
|
|
||||
Natural gas processing inlet volumes (MMcf/d)
|
103
|
|
|
110
|
|
|
102
|
|
|
128
|
|
(1)
|
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.
|
(2)
|
Approximate average daily throughput for the three and nine months ended September 30, 2015 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.
|
(3)
|
Excludes firm contracted volumes of Rockies Express.
|
Segment Financial Data - Crude Oil Transportation & Logistics
(1)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
(in thousands)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Crude oil transportation services
|
$
|
91,387
|
|
|
$
|
81,928
|
|
|
$
|
279,281
|
|
|
$
|
206,331
|
|
Sales of natural gas, NGLs, and crude oil
|
4,439
|
|
|
1,344
|
|
|
4,587
|
|
|
2,541
|
|
||||
Total revenues
|
95,826
|
|
|
83,272
|
|
|
283,868
|
|
|
208,872
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
3,487
|
|
|
1,482
|
|
|
3,487
|
|
|
2,468
|
|
||||
Cost of transportation services
|
12,939
|
|
|
13,393
|
|
|
41,586
|
|
|
33,630
|
|
||||
Operations and maintenance
|
3,203
|
|
|
2,657
|
|
|
10,244
|
|
|
6,087
|
|
||||
Depreciation and amortization
|
12,836
|
|
|
12,257
|
|
|
38,448
|
|
|
34,791
|
|
||||
General and administrative
|
4,866
|
|
|
5,155
|
|
|
15,236
|
|
|
15,465
|
|
||||
Taxes, other than income taxes
|
5,268
|
|
|
4,259
|
|
|
15,248
|
|
|
12,574
|
|
||||
Total operating costs and expenses
|
42,599
|
|
|
39,203
|
|
|
124,249
|
|
|
105,015
|
|
||||
Operating income
|
$
|
53,227
|
|
|
$
|
44,069
|
|
|
$
|
159,619
|
|
|
$
|
103,857
|
|
(1)
|
Segment results as presented represent total revenue and operating income, including intersegment activity. For reconciliations to the consolidated financial data, see
Note 14
–
Reporting Segments
to the accompanying condensed consolidated financial statements.
|
Segment Financial Data - Natural Gas Transportation & Logistics
(1)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
(in thousands)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Natural gas transportation services
|
$
|
32,871
|
|
|
$
|
30,777
|
|
|
$
|
93,598
|
|
|
$
|
94,656
|
|
Sales of natural gas, NGLs, and crude oil
|
935
|
|
|
2,855
|
|
|
1,331
|
|
|
3,534
|
|
||||
Processing and other revenues
|
6
|
|
|
4
|
|
|
20
|
|
|
25
|
|
||||
Total revenues
|
33,812
|
|
|
33,636
|
|
|
94,949
|
|
|
98,215
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
749
|
|
|
2,565
|
|
|
2,268
|
|
|
2,436
|
|
||||
Cost of transportation services
|
874
|
|
|
2,808
|
|
|
4,171
|
|
|
8,918
|
|
||||
Operations and maintenance
|
8,025
|
|
|
7,263
|
|
|
21,711
|
|
|
20,362
|
|
||||
Depreciation and amortization
|
4,876
|
|
|
5,241
|
|
|
16,233
|
|
|
17,066
|
|
||||
General and administrative
|
3,872
|
|
|
4,104
|
|
|
12,068
|
|
|
12,789
|
|
||||
Taxes, other than income taxes
|
1,162
|
|
|
1,156
|
|
|
3,480
|
|
|
3,655
|
|
||||
Total operating costs and expenses
|
19,558
|
|
|
23,137
|
|
|
59,931
|
|
|
65,226
|
|
||||
Operating income
|
$
|
14,254
|
|
|
$
|
10,499
|
|
|
$
|
35,018
|
|
|
$
|
32,989
|
|
(1)
|
Segment results as presented represent total revenue and operating income, including intersegment activity. For reconciliations to the consolidated financial data, see
Note 14
–
Reporting Segments
to the accompanying condensed consolidated financial statements.
|
Segment Financial Data - Processing & Logistics
(1)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
(in thousands)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Sales of natural gas, NGLs, and crude oil
|
$
|
15,384
|
|
|
$
|
16,053
|
|
|
$
|
45,596
|
|
|
$
|
56,057
|
|
Processing and other revenues
|
8,530
|
|
|
6,553
|
|
|
24,240
|
|
|
26,705
|
|
||||
Total revenues
|
23,914
|
|
|
22,606
|
|
|
69,836
|
|
|
82,762
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
14,435
|
|
|
14,139
|
|
|
42,516
|
|
|
50,055
|
|
||||
Cost of transportation services
|
1,061
|
|
|
7
|
|
|
2,204
|
|
|
557
|
|
||||
Operations and maintenance
|
3,486
|
|
|
4,151
|
|
|
9,100
|
|
|
9,605
|
|
||||
Depreciation and amortization
|
3,119
|
|
|
3,304
|
|
|
9,418
|
|
|
9,905
|
|
||||
General and administrative
|
1,406
|
|
|
1,111
|
|
|
4,689
|
|
|
3,331
|
|
||||
Taxes, other than income taxes
|
287
|
|
|
106
|
|
|
1,134
|
|
|
318
|
|
||||
Loss on disposal of assets
|
—
|
|
|
—
|
|
|
1,849
|
|
|
4,483
|
|
||||
Total operating costs and expenses
|
23,794
|
|
|
22,818
|
|
|
70,910
|
|
|
78,254
|
|
||||
Operating (loss) income
|
$
|
120
|
|
|
$
|
(212
|
)
|
|
$
|
(1,074
|
)
|
|
$
|
4,508
|
|
(1)
|
Segment results as presented represent total revenue and operating income, including intersegment activity. For reconciliations to the consolidated financial data, see
Note 14
–
Reporting Segments
to the accompanying condensed 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.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Cash on hand
|
$
|
417
|
|
|
$
|
1,611
|
|
|
|
|
|
||||
Total capacity under the revolving credit facility
|
1,750,000
|
|
|
1,100,000
|
|
||
Less: Outstanding borrowings under the revolving credit facility
(1)
|
(1,005,000
|
)
|
|
(753,000
|
)
|
||
Available capacity under the revolving credit facility
|
745,000
|
|
|
347,000
|
|
||
Total liquidity
|
$
|
745,417
|
|
|
$
|
348,611
|
|
(1)
|
As of October 31, 2016, our outstanding borrowings under the revolving credit facility were approximately
$1.003 billion
.
|
•
|
an increase in deferred revenue of
$25.6 million
primarily from deficiency payments collected by Pony Express;
|
•
|
an increase in accrued taxes of
$6.8 million
as a result of tax assessments; and
|
•
|
a decrease of
$4.7 million
in accounts receivable primarily due to a decrease in incremental barrels shipped at Pony Express in September 2016 compared to December 2015.
|
•
|
an increase of
$25.7 million
in derivative assets at fair value as a result of the reclassification of the call option derivative to current assets as of September 30, 2016; and
|
•
|
a decrease of
$5.2 million
in accounts payable, primarily driven by the timing of project invoices and payment of contractor retainages related to the construction of the Pony Express lateral in Northeast Colorado.
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
305,916
|
|
|
$
|
197,484
|
|
Investing activities
|
$
|
(549,566
|
)
|
|
$
|
(769,771
|
)
|
Financing activities
|
$
|
242,456
|
|
|
$
|
590,125
|
|
•
|
proceeds from the issuance of
$400 million
in aggregate principal amount of 5.50% Senior Notes due 2024;
|
•
|
the issuance of
6,703,984
common units under the Equity Distribution Agreements for net cash proceeds of
$290.5 million
;
|
•
|
net borrowings under the revolving credit facility of
$252.0 million
;
|
•
|
the issuance of
2,416,987
common units representing limited partnership interests in a private placement transaction for net cash proceeds of
$90.0 million
; and
|
•
|
contributions from noncontrolling interests of
$8.7 million
, which primarily consisted of contributions from TD to Pony Express.
|
•
|
$425.9 million
for the portion of the acquisition of an additional 31.3% membership interest in Pony Express which exceeds the cumulative capital spending on the underlying assets acquired; and
|
•
|
distributions to unitholders of
$207.5 million
; and
|
•
|
$151.4 million
for the partial exercise of the call option granted by TD covering
3,563,146
common units.
|
•
|
net cash proceeds of
$551.2 million
from the issuance of 11,200,000 common units in a public offering;
|
•
|
net borrowings under the revolving credit facility of
$137.0 million
; and
|
•
|
contributions from noncontrolling interests of
$19.3 million
, primarily driven by contributions from TD to Pony Express.
|
•
|
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).
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Maintenance capital expenditures
|
$
|
7,085
|
|
|
$
|
9,237
|
|
Expansion capital expenditures
|
19,308
|
|
|
17,453
|
|
||
Total capital expenditures incurred
|
$
|
26,393
|
|
|
$
|
26,690
|
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ from Assumptions
|
Impairment of Goodwill
|
||||
We evaluate goodwill for impairment annually in the third quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
|
|
We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These techniques are also used when assigning the purchase price to acquired assets and liabilities. These types of analyses require us to make assumptions and estimates regarding industry and economic factors and the profitability of future business strategies. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, including anticipated volumes, contract renewals and changes in our regulated rates, and selecting the discount rate that reflects the risk inherent in future cash flows. It is our policy to conduct impairment testing based on our current business strategy in light of present industry and economic conditions, as well as future expectations.
|
|
We primarily use a discounted cash flow analysis, supplemented by a market approach analysis, to perform the assessment. Key assumptions in the analysis include the use of an appropriate discount rate, terminal year multiples, and estimated future cash flows including an estimate of operating and general and administrative costs. In estimating cash flows, we incorporate current market information, as well as historical and other factors, into our forecasted commodity prices. If our assumptions are not appropriate, or future events indicate that our goodwill is impaired, our net income would be impacted by the amount by which the carrying value exceeds the fair value of the reporting unit, to the extent of the balance of goodwill. A prolonged period of lower commodity prices may adversely affect our estimate of future operating results, which could result in future goodwill impairment for reporting units due to the potential impact on our operations and cash flows. We completed our impairment testing of goodwill in the third quarter of 2015 using the methodology described herein, and determined there was no impairment. As a result of a decreased commodity prices in late 2015 and into early 2016, which caused a significant drop in the volumes anticipated from several producers from which TMID receives natural gas for processing, we identified a potential impairment trigger with respect to the $79.2 million of goodwill at the TMID reporting unit, which is a component of our Processing & Logistics segment. We tested TMID's goodwill for impairment as of December 31, 2015 and determined that the fair value of the reporting unit exceeds the carrying value by approximately 21%. As a result, no impairment charge was recorded, however our analysis includes assumptions of a gradual recovery of commodity prices and a corresponding increase in volumes over time. If our outlook for long-term commodity prices is not realized, or our producers further decrease volumes, we could have an impairment in the future. While commodity prices do not have a significant direct exposure to the cash flows projected at TMID, the current commodity price environment has had an indirect impact on TMID's business as certain producers have significantly reduced their anticipated volumes. Keeping all other assumptions constant, as of December 31, 2015 an increase in the discount rate applied of approximately 1.38% or a decrease in overall cash flows by more than 16% would result in a step one failure, however we do not believe that these represent reasonably likely assumptions. If the reporting unit fails step one in the future, we would be required to perform step two of the goodwill impairment test and up to $79.2 million of goodwill at the TMID reporting unit could be written off in the period that the impairment is triggered. During the third quarter of 2016, we completed our annual goodwill impairment testing for all reporting units, and determined that there was no impairment.
|
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Indenture, dated September 1, 2016, among Tallgrass Energy Partners, LP, Tallgrass Energy Finance Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed on September 1, 2016).
|
|
|
|
4.2
|
|
Form of 5.50% Senior Note (included as Exhibit A in Exhibit 4.1 which is incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed on September 1, 2016).
|
|
|
|
12.1*
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
31.1*
|
|
Rule 13a-14(a)/15d-14(a) Certification of David G. Dehaemers, Jr.
|
|
|
|
31.2*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Gary J. Brauchle.
|
|
|
|
32.1*
|
|
Section 1350 Certification of David G. Dehaemers, Jr.
|
|
|
|
32.2*
|
|
Section 1350 Certification of Gary J. Brauchle.
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
* -
|
filed herewith
|
|
|
|
Tallgrass Energy Partners, LP
|
||||
|
|
|
(registrant)
|
||||
|
|
|
By:
|
Tallgrass MLP GP, LLC, its general partner
|
|
||
|
|
|
|
|
|
|
|
Date:
|
November 2, 2016
|
By:
|
/s/ Gary J. Brauchle
|
|
|||
|
|
|
|
Name:
|
Gary J. Brauchle
|
|
|
|
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
1 Year TALLGRASS ENERGY PARTNERS, LP Chart |
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