Tallgrass Energy Partners, LP (NYSE: TEP) ("TEP") and Tallgrass Energy
GP, LP (NYSE: TEGP) ("TEGP"), collectively referred to as Tallgrass
Energy, today reported financial and operating results for the first
quarter of 2016 and announced the potential acquisition by TEP of a 25
percent interest in Rockies Express Pipeline LLC ("REX").
"Tallgrass Energy produced an outstanding first quarter," said Tallgrass
Energy President and CEO David G. Dehaemers Jr. "Pony Express's
exceptional performance, as well as the acquisition of an additional
Pony Express membership interest by TEP contributed to significant
distribution increases for our TEP and TEGP partners. We also believe
the potential acquisition by TEP of a 25 percent interest in REX, a
significant natural gas asset, will further strengthen, diversify and
grow TEP."
First Quarter Distributions
Tallgrass Energy Partners, LP
As previously announced, the board of directors of TEP's general partner
declared a quarterly cash distribution to partners of $0.705 per common
unit for the first quarter of 2016. This quarterly distribution
represents $2.82 on an annualized basis and an increase of 35.6 percent
from the first quarter of 2015. The quarterly distribution will be paid
on Friday, May 13, 2016, to unitholders of record as of the close of
business on Thursday, April 21, 2016.
Tallgrass Energy GP, LP
As previously announced, the board of directors of TEGP's general
partner declared a quarterly cash distribution to Class A shareholders
of $0.21 per Class A share for the first quarter of 2016. This quarterly
distribution represents $0.84 per Class A share on an annualized basis,
a sequential increase of 21.4 percent from the fourth quarter 2015
distribution and an increase of 58 percent from the pro forma
full-quarter, non-prorated second quarter 2015 distribution. The
quarterly distribution will be paid on Friday, May 13, 2016, to Class A
shareholders of record as of the close of business on Thursday, April
21, 2016.
Potential Acquisition of a 25 Percent Interest
in REX by TEP
Tallgrass Development, LP ("TDev") previously announced a purchase
agreement with a unit of Sempra U.S. Gas and Power ("Sempra") to acquire
a 25 percent interest in REX. Since the announcement, a subsidiary of
Phillips 66 has elected not to exercise its right of first refusal in
connection with such sale. In exchange, TDev and Sempra have agreed to
make certain amendments to the REX limited liability company agreement.
TDev has offered to assign its rights and obligations under the purchase
agreement to a subsidiary of TEP. A Conflicts Committee of the board of
directors of TEP's general partner, consisting solely of independent
directors, has been formed and is evaluating the offer with assistance
from external advisors that have been engaged by the Conflicts
Committee. No definitive transaction agreement has been executed yet and
the proposed transaction remains subject to review, negotiations and
approval by the Conflicts Committee and by the board of directors of
TEP's general partner. If consummated, it is currently expected that TEP
would assume the right to purchase the 25 percent interest in REX from
Sempra on the terms set forth in TDev's purchase agreement for total
consideration of approximately $440 million (subject to adjustment under
the purchase agreement).
Management expects the potential acquisition would be immediately
accretive to TEP unitholders and TEGP shareholders and also expects it
would raise its distributions over the subsequent quarters of 2016 based
on a conservative estimate of long-term sustainable distributable cash
flow from its interest in REX. If TEP closes the transaction, management
anticipates providing additional details on the acquisition shortly
thereafter.
TEP Equity Issuances
On April 28, 2016, TEP issued 2,416,987 common units for an aggregate
offering price of $90,008,596 in a private placement transaction to
certain funds managed by Tortoise Capital Advisors. In addition, since
January 1, 2016, TEP issued 1,261,119 units under its ATM program for
net cash proceeds of approximately $47 million after commissions and
professional service expenses.
TEP Revolving Credit Facility Increase
As a result of TEP's potential acquisition of an interest in REX, TEP
has amended its revolving credit facility to, among other things,
increase the lender commitments from $1.5 billion to $1.75 billion. The
increased lender commitments are conditioned upon TEP or one of its
wholly owned subsidiaries closing an acquisition of an interest in REX.
As of April 25, 2016, TEP had approximately $1.14 billion drawn on its
revolving credit facility.
Tallgrass Energy Partners, LP Summary Financial
Information(1)
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(in thousands, except coverage and per unit data)
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to partners
|
|
|
|
|
|
|
$
|
44,070
|
|
|
$
|
32,319
|
|
Add:
|
|
|
|
|
|
|
|
|
|
Interest expense(2)
|
|
|
|
|
|
|
7,499
|
|
|
3,440
|
|
Depreciation and amortization expense(2)
|
|
|
|
|
|
|
21,967
|
|
|
20,533
|
|
Non-cash loss (gain) related to derivative instruments
|
|
|
|
|
|
|
8,990
|
|
|
(90
|
)
|
Non-cash compensation expense
|
|
|
|
|
|
|
1,166
|
|
|
1,527
|
|
Non-cash loss from asset sales
|
|
|
|
|
|
|
—
|
|
|
4,483
|
|
Less:
|
|
|
|
|
|
|
|
|
|
Non-cash loss allocated to noncontrolling interest
|
|
|
|
|
|
|
—
|
|
|
(9,377
|
)
|
Adjusted EBITDA
|
|
|
|
|
|
|
$
|
83,692
|
|
|
$
|
52,835
|
|
Add:
|
|
|
|
|
|
|
|
|
|
Pony Express deficiency payments received, net
|
|
|
|
|
|
|
7,157
|
|
|
292
|
|
Less:
|
|
|
|
|
|
|
|
|
|
Cash interest cost
|
|
|
|
|
|
|
(6,821
|
)
|
|
(3,031
|
)
|
Maintenance capital expenditures
|
|
|
|
|
|
|
(2,168
|
)
|
|
(1,511
|
)
|
Distributions to noncontrolling interest in excess of earnings
|
|
|
|
|
|
|
—
|
|
|
(2,103
|
)
|
Distributable cash flow (DCF)
|
|
|
|
|
|
|
81,860
|
|
|
46,482
|
|
Less:
|
|
|
|
|
|
|
|
|
|
Distributions
|
|
|
|
|
|
|
(68,884
|
)
|
|
(38,786
|
)
|
Amounts in excess of distributions
|
|
|
|
|
|
|
$
|
12,976
|
|
|
$
|
7,696
|
|
Distribution coverage
|
|
|
|
|
|
|
1.19
|
x
|
|
1.20
|
x
|
|
|
|
|
|
|
|
|
|
|
Common and subordinated units outstanding(3)
|
|
|
|
|
|
|
68,423
|
|
|
60,234
|
|
Distribution per common unit
|
|
|
|
|
|
|
$
|
0.7050
|
|
|
$
|
0.5200
|
|
(1)
|
|
The financial results for all periods presented in the table include
the applicable results of operations of our initial 33.3 percent
membership interest in Tallgrass Pony Express Pipeline, LLC (“Pony
Express”), which was acquired by TEP effective September 1, 2014.
The acquisitions of an additional 33.3 percent and 31.3 percent
membership interest in Pony Express effective March 1, 2015, and
January 1, 2016, respectively, are presented prospectively from the
dates of acquisitions, and as a result, financial information for
periods prior to March 1, 2015, and January 1, 2016, have not been
recast to reflect the additional 33.3 percent and 31.3 percent
membership interests.
|
|
|
|
(2)
|
|
Net of noncontrolling interest.
|
|
|
|
(3)
|
|
Common units outstanding represent the number of units as of the
date of record for the first quarter distributions in both 2016 and
2015. All subordinated units converted into common units on February
17, 2015.
|
|
|
|
Tallgrass Energy Partners, LP Alternative
Reconciliation of Adjusted EBITDA
The following shows what TEP’s Adjusted EBITDA would have been for the
periods presented if TEP included net deficiency payments from shippers'
firm, take-or-pay contracts in calculating Adjusted EBITDA. TEP's
reported DCF and distribution coverage would remain unchanged.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(in thousands)
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
$
|
83,692
|
|
|
$
|
52,835
|
Add:
|
|
|
|
|
|
|
|
|
|
Pony Express deficiency payments received, net
|
|
|
|
|
|
|
7,157
|
|
|
292
|
Alternative Adjusted EBITDA
|
|
|
|
|
|
|
$
|
90,849
|
|
|
$
|
53,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tallgrass Energy Partners, LP Segment Overview(1)
The
first quarter 2016 comparative results by segment are summarized below:
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
(in thousands)
|
Crude Oil Transportation & Logistics
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
$
|
52,666
|
|
|
$
|
14,273
|
|
Add:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense(2)
|
|
|
|
|
|
|
12,918
|
|
|
11,233
|
|
Adjusted EBITDA attributable to noncontrolling interests
|
|
|
|
|
|
|
(1,043
|
)
|
|
9,377
|
|
Less:
|
|
|
|
|
|
|
|
|
|
Non-cash loss allocated to noncontrolling interest
|
|
|
|
|
|
|
—
|
|
|
(9,377
|
)
|
Segment Adjusted EBITDA
|
|
|
|
|
|
|
$
|
64,541
|
|
|
$
|
25,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
(in thousands)
|
Natural Gas Transportation & Logistics
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
$
|
10,664
|
|
|
$
|
12,553
|
|
Add:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
5,878
|
|
|
6,071
|
|
Non-cash loss (gain) related to derivative instruments
|
|
|
|
|
|
|
44
|
|
|
(90
|
)
|
Other income, net
|
|
|
|
|
|
|
566
|
|
|
712
|
|
Segment Adjusted EBITDA
|
|
|
|
|
|
|
$
|
17,152
|
|
|
$
|
19,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
(in thousands)
|
Processing & Logistics
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
178
|
|
|
1,054
|
|
Add:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense(2)
|
|
|
|
|
|
|
3,171
|
|
|
3,229
|
|
Non-cash loss from asset sales
|
|
|
|
|
|
|
—
|
|
|
4,483
|
|
Adjusted EBITDA attributable to noncontrolling interests
|
|
|
|
|
|
|
2
|
|
|
(48
|
)
|
Segment Adjusted EBITDA
|
|
|
|
|
|
|
$
|
3,351
|
|
|
$
|
8,718
|
|
|
(1) Segment reporting does not include corporate
general and administrative costs or intersegment eliminations.
|
|
(2) Net of noncontrolling interest.
|
|
The Crude Oil Transportation & Logistics segment Adjusted
EBITDA was $64.5 million for the first quarter of 2016, representing an
increase of $39.0 million as compared to the first quarter of 2015. The
increase was primarily due to the operating results of the lateral in
Northeast Colorado and the second of two joint upstream tariff
pipelines, neither of which were in-service until the second quarter of
2015. TEP received distributable cash flow from Pony Express of $71.5
million for its 98.0 percent membership interest for the first quarter
of 2016, representing an increase of $21.7 million as compared to the
$49.8 million it received for the fourth quarter of 2015. The increase
is primarily attributable to TEP's purchase of an additional 31.3
percent membership interest in Pony Express effective January 1, 2016.
Average daily throughput for the first quarter of 2016 was approximately
291 Mbbls/d as compared to approximately 288 Mbbls/d for the fourth
quarter of 2015. Pony Express's firm contracted capacity for the first
quarter of 2016 was approximately 291 Mbbls/d.
The Natural Gas Transportation & Logistics segment Adjusted
EBITDA was $17.2 million for the first quarter of 2016, representing a
decrease of $2.1 million as compared to the first quarter of 2015. The
decrease was driven by lower transportation revenues as a result of
decreased prices on fuel reimbursements and warmer weather conditions
that created less demand for short-term transportation capacity during
the first quarter of 2016. When comparing the Natural Gas Transportation
& Logistics segment's Adjusted EBITDA for the first quarter of 2016 to
its $15.5 million of Adjusted EBITDA for the fourth quarter of 2015, the
increase of $1.7 million is primarily attributable to lower operating
and general and administrative costs in the first quarter of 2016. Firm
contracted transportation capacity for the first quarter of 2016 was
1,485 MMcf/d as compared to the 1,609 MMcf/d for the first quarter of
2015 and 1,464 MMcf/d for the fourth quarter of 2015.
The Processing & Logistics segment Adjusted EBITDA was $3.4
million for the first quarter of 2016, representing a decrease of $5.4
million as compared to the first quarter of 2015. The decrease was due
to lower average inlet volumes. When comparing the Processing and
Logistics segment's Adjusted EBITDA for the first quarter of 2016 to its
$3.9 million of Adjusted EBITDA for the fourth quarter of 2015, the
decrease of $0.5 million is primarily due to lower average inlet
volumes. Approximate average inlet volumes at the processing facilities
for the first quarter of 2016 were 98 MMcf/day as compared to 145 MMcf/d
for the first quarter of 2015 and 104 MMcf/d for the fourth quarter of
2015.
Tallgrass Energy GP, LP Summary Financial
Information
Information on distributions to Tallgrass
Equity, TEGP and TEGP's Class A shareholders is shown below (in
thousands, except coverage and per share data):
|
|
|
|
|
|
|
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TEP distributions to Tallgrass Equity(1)
|
|
|
|
|
|
|
|
General partner interest
|
|
|
|
|
|
|
$
|
830
|
|
Incentive Distribution Rights
|
|
|
|
|
|
|
19,816
|
|
TEP common units owned by Tallgrass Equity
|
|
|
|
|
|
|
14,100
|
|
Total TEP distributions to Tallgrass Equity
|
|
|
|
|
|
|
34,746
|
|
Less:
|
|
|
|
|
|
|
|
Cash interest expense attributable to Tallgrass Equity
|
|
|
|
|
|
|
(1,090
|
)
|
Cash General and administrative expenses attributable to Tallgrass
Equity
|
|
|
|
|
|
|
(500
|
)
|
Cash available for distribution by Tallgrass Equity
|
|
|
|
|
|
|
33,156
|
|
Distributions to Class A (TEGP)
|
|
|
|
|
|
|
10,022
|
|
Distributions to Class B (Exchange Right Holders)
|
|
|
|
|
|
|
22,996
|
|
Total cash distributions by Tallgrass Equity
|
|
|
|
|
|
|
$
|
33,018
|
|
TEGP
|
|
|
|
|
|
|
|
Distributions from Tallgrass Equity
|
|
|
|
|
|
|
$
|
10,022
|
|
Less:
|
|
|
|
|
|
|
|
Distributions to Class A shareholders
|
|
|
|
|
|
|
(10,022
|
)
|
Amounts in excess of distributions
|
|
|
|
|
|
|
$
|
—
|
|
Distribution coverage
|
|
|
|
|
|
|
1.00
|
x
|
|
|
|
|
|
|
|
|
Class A shares outstanding
|
|
|
|
|
|
|
47,725
|
|
Distribution per Class A share
|
|
|
|
|
|
|
$
|
0.2100
|
|
(1)
|
|
Represents distributions expected to be received by Tallgrass Equity
from TEP on or about May 13, 2016 in connection with TEP's
distribution for the quarter ended March 31, 2016.
|
|
|
|
Conference Call
Please join Tallgrass Energy for a conference call and webcast to
discuss first quarter 2016 results at 3:30 p.m. Central Time on
Thursday, April 28, 2016. Interested parties may listen via a link
posted on the Investor Relations section of our website and the replay
will be available on our website for at least seven days following the
live call.
About Tallgrass Energy Partners, LP
Tallgrass Energy Partners, LP (NYSE: TEP) is a publicly traded,
growth-oriented limited partnership formed to own, operate, acquire and
develop midstream energy assets in North America. TEP currently provides
crude oil transportation to customers in Wyoming, Colorado, and the
surrounding regions through Pony Express, which owns the Pony Express
System, a crude oil pipeline commencing in Guernsey, Wyoming and
terminating in Cushing, Oklahoma that includes a lateral in northeast
Colorado that commences in Weld County, Colorado, and interconnects with
the pipeline just east of Sterling, Colorado. It provides natural gas
transportation and storage services for customers in the Rocky Mountain
and Midwest regions of the United States through the Tallgrass
Interstate Gas Transmission system, a FERC-regulated natural gas
transportation and storage system located in Colorado, Kansas, Missouri,
Nebraska and Wyoming, and the Trailblazer Pipeline system, a
FERC-regulated natural gas pipeline system extending from the Colorado
and Wyoming border to Beatrice, Nebraska. TEP provides services for
customers in Wyoming at the Casper and Douglas natural gas processing
facilities and the West Frenchie Draw natural gas treating facility, and
NGL transportation services in Northeast Colorado. TEP also performs
water business services in Colorado and Texas through BNN Water
Solutions, LLC. TEP’s operations are strategically located in and
provide services to certain key United States hydrocarbon basins,
including the Denver-Julesburg, Powder River, Wind River, Permian and
Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford
and Bakken shale formations.
About Tallgrass Energy GP, LP
Tallgrass Energy GP, LP (NYSE: TEGP) is a limited partnership that has
elected to be treated as a corporation for U.S. federal income tax
purposes. TEGP owns a controlling membership interest in Tallgrass
Equity, LLC through its role as the sole managing member. Tallgrass
Equity, LLC owns, both directly and through its ownership of the general
partner of TEP, all of TEP's incentive distribution rights, 100 percent
of the general partner interest in TEP and 20,000,000 TEP Common Units.
To learn more, please visit our website at www.tallgrassenergy.com.
TEP's Non-GAAP Measures
Adjusted EBITDA and distributable cash flow are non-GAAP supplemental
financial measures that TEP management and external users of our
consolidated financial statements, such as industry analysts, investors,
lenders and rating agencies, may use to assess:
• 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.
We believe that the presentation of Adjusted EBITDA and distributable
cash flow provides useful information to investors in assessing our
financial condition and results of operations. Adjusted EBITDA and
distributable cash flow should not be considered alternatives to net
income, operating income, cash from operations or any other measure of
financial performance or liquidity presented in accordance with GAAP,
nor should Adjusted EBITDA and distributable cash flow be considered
alternatives to available cash, operating surplus, distributions of
available cash from operating surplus or other definitions in our
partnership agreement. Adjusted EBITDA and distributable cash flow have
important limitations as analytical tools because they exclude some but
not all items that affect net income and net cash provided by operating
activities. Additionally, because Adjusted EBITDA and distributable cash
flow may be defined differently by other companies in our industry, our
definition of Adjusted EBITDA and distributable cash flow may not be
comparable to similarly titled measures of other companies, thereby
diminishing their utility.
We generally define Adjusted EBITDA as net income excluding the impact
of interest, income taxes, depreciation and amortization, non-cash
income or loss related to derivative instruments, non-cash long-term
compensation expense, impairment losses, gains or losses on asset or
business disposals or acquisitions, gains or losses on the repurchase,
redemption or early retirement of debt, and earnings from unconsolidated
investments, but including the impact of distributions from
unconsolidated investments. We also use Distributable Cash Flow, which
we generally define as Adjusted EBITDA, plus preferred distributions
received from Pony Express in excess of its distributable cash flow
attributable to our net interest and adjusted for deficiency payments
received from or utilized by Pony Express shippers, less cash interest
expense, maintenance capital expenditures, distributions to
noncontrolling interests in excess of earnings allocated to
noncontrolling interests, and certain cash reserves permitted by our
partnership agreement. For a reconciliation of these non-GAAP measures
to their most directly comparable GAAP financial measures, please see
"Summary Financial Information" above.
Cautionary Note Concerning Forward-Looking
Statements
Disclosures in this press release contain “forward-looking statements.”
All statements, other than statements of historical facts, included in
this press release that address activities, events or developments that
management expects, believes or anticipates will or may occur in the
future are forward-looking statements. Without limiting the generality
of the foregoing, forward-looking statements contained in this press
release specifically include TEP's ability to consummate an acquisition
of a membership interest in REX, as well as the timing, purchase price
and other terms of that transaction, the earnings and cash distribution
growth and accretion expected to be realized by TEP as a result of that
potential acquisition of a membership interest in REX and the
anticipated growth of Tallgrass Energy in 2016. Forward looking
statements may also include the expectations of plans, strategies,
objectives and growth and anticipated financial and operational
performance of TEP, TEGP and their subsidiaries, including: the ability
to pursue expansions and other opportunities for incremental volumes;
natural gas and crude oil production growth in TEP's operating areas;
expected future benefits of acquisitions or expansion projects; timing
of anticipated spending on planned expenses and maintenance capital
projects; and distribution rate and growth, including variability of
quarterly distribution coverage. These statements are based on certain
assumptions made by TEP and TEGP based on management’s experience and
perception of historical trends, current conditions, anticipated future
developments and other factors believed to be appropriate. Such
statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of TEP and TEGP,
which may cause actual results to differ materially from those implied
or expressed by the forward-looking statements. These include risks
relating to TEP and TEGP’s financial performance and results,
availability of sufficient cash flow to pay distributions and execute
their business plans, the demand for natural gas storage, processing and
transportation services and for crude oil transportation services,
operating hazards, the effects of government regulation, tax position
and other risks incidental to transporting, storing and processing
natural gas or transporting crude oil and other important factors that
could cause actual results to differ materially from those projected,
including those set forth in reports filed by TEP and TEGP with the
Securities and Exchange Commission. Any forward-looking statement
applies only as of the date on which such statement is made and TEP and
TEGP do not intend to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
|
Tallgrass Energy Partners, LP Financial
Statements
|
TALLGRASS ENERGY PARTNERS, LP CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
|
|
|
|
|
|
|
(in thousands)
|
ASSETS
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
$
|
2,885
|
|
|
$
|
1,611
|
|
Accounts receivable, net
|
|
|
|
|
|
|
53,330
|
|
|
57,757
|
|
Gas imbalances
|
|
|
|
|
|
|
552
|
|
|
1,227
|
|
Inventories
|
|
|
|
|
|
|
13,739
|
|
|
13,793
|
|
Prepayments and other current assets
|
|
|
|
|
|
|
2,883
|
|
|
2,835
|
|
Total Current Assets
|
|
|
|
|
|
|
73,389
|
|
|
77,223
|
|
Property, plant and equipment, net
|
|
|
|
|
|
|
2,017,138
|
|
|
2,025,018
|
|
Goodwill
|
|
|
|
|
|
|
343,288
|
|
|
343,288
|
|
Intangible asset, net
|
|
|
|
|
|
|
95,795
|
|
|
96,546
|
|
Derivative asset at fair value
|
|
|
|
|
|
|
37,014
|
|
|
—
|
|
Deferred financing costs, net
|
|
|
|
|
|
|
6,102
|
|
|
5,105
|
|
Deferred charges and other assets
|
|
|
|
|
|
|
14,046
|
|
|
14,894
|
|
Total Assets
|
|
|
|
|
|
|
$
|
2,586,772
|
|
|
$
|
2,562,074
|
|
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
|
|
|
$
|
17,794
|
|
|
$
|
22,218
|
|
Accounts payable to related parties
|
|
|
|
|
|
|
4,435
|
|
|
7,852
|
|
Gas imbalances
|
|
|
|
|
|
|
935
|
|
|
1,605
|
|
Derivative liabilities at fair value
|
|
|
|
|
|
|
44
|
|
|
—
|
|
Accrued taxes
|
|
|
|
|
|
|
19,450
|
|
|
13,844
|
|
Accrued liabilities
|
|
|
|
|
|
|
6,520
|
|
|
10,019
|
|
Deferred revenue
|
|
|
|
|
|
|
33,823
|
|
|
26,511
|
|
Other current liabilities
|
|
|
|
|
|
|
6,969
|
|
|
6,880
|
|
Total Current Liabilities
|
|
|
|
|
|
|
89,970
|
|
|
88,929
|
|
Long-term debt
|
|
|
|
|
|
|
1,200,000
|
|
|
753,000
|
|
Other long-term liabilities and deferred credits
|
|
|
|
|
|
|
4,904
|
|
|
5,143
|
|
Total Long-term Liabilities
|
|
|
|
|
|
|
1,204,904
|
|
|
758,143
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
Common unitholders (67,499,543 and 60,644,232 units issued and
outstanding at March 31, 2016 and December 31, 2015, respectively)
|
|
|
|
|
|
|
1,882,611
|
|
|
1,618,766
|
|
General partner (834,391 units issued and outstanding at March 31,
2016 and December 31, 2015)
|
|
|
|
|
|
|
(624,511
|
)
|
|
(348,841
|
)
|
Total Partners' Equity
|
|
|
|
|
|
|
1,258,100
|
|
|
1,269,925
|
|
Noncontrolling interests
|
|
|
|
|
|
|
$
|
33,798
|
|
|
$
|
445,077
|
|
Total Equity
|
|
|
|
|
|
|
$
|
1,291,898
|
|
|
$
|
1,715,002
|
|
Total Liabilities and Equity
|
|
|
|
|
|
|
$
|
2,586,772
|
|
|
$
|
2,562,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TALLGRASS ENERGY PARTNERS, LP CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
(in thousands, except per unit amounts)
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Crude oil transportation services
|
|
|
|
|
|
|
$
|
94,572
|
|
|
$
|
50,381
|
|
Natural gas transportation services
|
|
|
|
|
|
|
29,280
|
|
|
32,148
|
|
Sales of natural gas, NGLs, and crude oil
|
|
|
|
|
|
|
13,926
|
|
|
21,869
|
|
Processing and other revenues
|
|
|
|
|
|
|
7,627
|
|
|
10,277
|
|
Total Revenues
|
|
|
|
|
|
|
145,405
|
|
|
114,675
|
|
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown
below)
|
|
|
|
|
|
|
13,568
|
|
|
19,593
|
|
Cost of transportation services (exclusive of depreciation and
amortization shown below)
|
|
|
|
|
|
|
16,156
|
|
|
10,715
|
|
Operations and maintenance
|
|
|
|
|
|
|
12,477
|
|
|
9,575
|
|
Depreciation and amortization
|
|
|
|
|
|
|
21,692
|
|
|
20,605
|
|
General and administrative
|
|
|
|
|
|
|
13,016
|
|
|
12,689
|
|
Taxes, other than income taxes
|
|
|
|
|
|
|
7,506
|
|
|
11,297
|
|
Loss on sale of assets
|
|
|
|
|
|
|
—
|
|
|
4,483
|
|
Total Operating Costs and Expenses
|
|
|
|
|
|
|
84,415
|
|
|
88,957
|
|
Operating Income
|
|
|
|
|
|
|
60,990
|
|
|
25,718
|
|
Other (Expense) Income:
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
|
|
|
|
(7,499
|
)
|
|
(3,440
|
)
|
Unrealized loss on derivative instrument
|
|
|
|
|
|
|
(8,946
|
)
|
|
—
|
|
Other income, net
|
|
|
|
|
|
|
566
|
|
|
712
|
|
Total Other Expense
|
|
|
|
|
|
|
(15,879
|
)
|
|
(2,728
|
)
|
Net income
|
|
|
|
|
|
|
45,111
|
|
|
22,990
|
|
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
(1,041
|
)
|
|
9,329
|
|
Net income attributable to partners
|
|
|
|
|
|
|
$
|
44,070
|
|
|
$
|
32,319
|
|
Allocation of income to the limited partners:
|
|
|
|
|
|
|
|
|
|
Net income attributable to partners
|
|
|
|
|
|
|
$
|
44,070
|
|
|
$
|
32,319
|
|
General partner interest in net income
|
|
|
|
|
|
|
(20,353
|
)
|
|
(7,438
|
)
|
Common and subordinated unitholders' interest in net income
|
|
|
|
|
|
|
23,717
|
|
|
24,881
|
|
Basic net income per common and subordinated unit
|
|
|
|
|
|
|
$
|
0.35
|
|
|
$
|
0.47
|
|
Diluted net income per common and subordinated unit
|
|
|
|
|
|
|
$
|
0.35
|
|
|
$
|
0.46
|
|
Basic average number of common and subordinated units outstanding
|
|
|
|
|
|
|
66,967
|
|
|
52,727
|
|
Diluted average number of common and subordinated units outstanding
|
|
|
|
|
|
|
67,807
|
|
|
53,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TALLGRASS ENERGY PARTNERS, LP CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
(in thousands)
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
$
|
45,111
|
|
|
$
|
22,990
|
|
Adjustments to reconcile net income to net cash flows provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
22,870
|
|
|
21,557
|
|
Noncash compensation expense
|
|
|
|
|
|
|
1,166
|
|
|
1,527
|
|
Noncash change in fair value of derivative financial instruments
|
|
|
|
|
|
|
8,990
|
|
|
(90
|
)
|
Loss on sale of assets
|
|
|
|
|
|
|
—
|
|
|
4,483
|
|
Changes in components of working capital:
|
|
|
|
|
|
|
|
|
|
Accounts receivable and other
|
|
|
|
|
|
|
5,800
|
|
|
(5,678
|
)
|
Gas imbalances
|
|
|
|
|
|
|
566
|
|
|
143
|
|
Inventories
|
|
|
|
|
|
|
(508
|
)
|
|
(2,754
|
)
|
Accounts payable and accrued liabilities
|
|
|
|
|
|
|
(2,196
|
)
|
|
6,546
|
|
Deferred revenue
|
|
|
|
|
|
|
7,204
|
|
|
106
|
|
Other operating, net
|
|
|
|
|
|
|
(246
|
)
|
|
(191
|
)
|
Net Cash Provided by Operating Activities
|
|
|
|
|
|
|
88,757
|
|
|
48,639
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
(17,545
|
)
|
|
(13,300
|
)
|
Acquisition of Pony Express membership interest
|
|
|
|
|
|
|
(49,118
|
)
|
|
(700,000
|
)
|
Other investing, net
|
|
|
|
|
|
|
25
|
|
|
(311
|
)
|
Net Cash Used in Investing Activities
|
|
|
|
|
|
|
(66,638
|
)
|
|
(713,611
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Distributions to unitholders
|
|
|
|
|
|
|
(59,040
|
)
|
|
(28,294
|
)
|
Acquisition of Pony Express membership interest
|
|
|
|
|
|
|
(425,882
|
)
|
|
—
|
|
Contributions from noncontrolling interests
|
|
|
|
|
|
|
7,152
|
|
|
2,379
|
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
(1,793
|
)
|
|
(1,416
|
)
|
Borrowings under revolving credit facility, net
|
|
|
|
|
|
|
447,000
|
|
|
139,000
|
|
Proceeds from public offering, net of offering costs
|
|
|
|
|
|
|
12,636
|
|
|
551,949
|
|
Other financing, net
|
|
|
|
|
|
|
(918
|
)
|
|
1,363
|
|
Net Cash (Used in) Provided by Financing Activities
|
|
|
|
|
|
|
(20,845
|
)
|
|
664,981
|
|
Net Change in Cash and Cash Equivalents
|
|
|
|
|
|
|
1,274
|
|
|
9
|
|
Cash and Cash Equivalents, beginning of period
|
|
|
|
|
|
|
1,611
|
|
|
867
|
|
Cash and Cash Equivalents, end of period
|
|
|
|
|
|
|
$
|
2,885
|
|
|
$
|
876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tallgrass Energy GP, LP Financial
Statements
|
TALLGRASS ENERGY GP, LP CONDENSED CONSOLIDATING
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
|
|
|
|
|
|
|
TEP
|
|
Consolidating Adjustments (1)
|
|
TEGP
|
|
TEP
|
|
Consolidating Adjustments (1)
|
|
TEGP
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
$
|
2,885
|
|
|
$
|
914
|
|
|
$
|
3,799
|
|
|
$
|
1,611
|
|
|
$
|
623
|
|
|
$
|
2,234
|
Accounts receivable, net
|
|
|
|
|
|
|
53,330
|
|
|
—
|
|
|
53,330
|
|
|
57,757
|
|
|
—
|
|
|
57,757
|
Gas imbalances
|
|
|
|
|
|
|
552
|
|
|
—
|
|
|
552
|
|
|
1,227
|
|
|
—
|
|
|
1,227
|
Inventories
|
|
|
|
|
|
|
13,739
|
|
|
—
|
|
|
13,739
|
|
|
13,793
|
|
|
—
|
|
|
13,793
|
Prepayments and other current assets
|
|
|
|
|
|
|
2,883
|
|
|
—
|
|
|
2,883
|
|
|
2,835
|
|
|
—
|
|
|
2,835
|
Total Current Assets
|
|
|
|
|
|
|
73,389
|
|
|
914
|
|
|
74,303
|
|
|
77,223
|
|
|
623
|
|
|
77,846
|
Property, plant and equipment, net
|
|
|
|
|
|
|
2,017,138
|
|
|
—
|
|
|
2,017,138
|
|
|
2,025,018
|
|
|
—
|
|
|
2,025,018
|
Goodwill
|
|
|
|
|
|
|
343,288
|
|
|
—
|
|
|
343,288
|
|
|
343,288
|
|
|
—
|
|
|
343,288
|
Intangible asset, net
|
|
|
|
|
|
|
95,795
|
|
|
—
|
|
|
95,795
|
|
|
96,546
|
|
|
—
|
|
|
96,546
|
Derivative asset at fair value
|
|
|
|
|
|
|
37,014
|
|
|
—
|
|
|
37,014
|
|
|
—
|
|
|
—
|
|
|
—
|
Deferred financing costs, net
|
|
|
|
|
|
|
6,102
|
|
|
1,444
|
|
|
7,546
|
|
|
5,105
|
|
|
1,533
|
|
|
6,638
|
Deferred tax asset
|
|
|
|
|
|
|
—
|
|
|
449,640
|
|
|
449,640
|
|
|
—
|
|
|
452,430
|
|
|
452,430
|
Deferred charges and other assets
|
|
|
|
|
|
|
14,046
|
|
|
—
|
|
|
14,046
|
|
|
14,894
|
|
|
—
|
|
|
14,894
|
Total Assets
|
|
|
|
|
|
|
$
|
2,586,772
|
|
|
$
|
451,998
|
|
|
$
|
3,038,770
|
|
|
$
|
2,562,074
|
|
|
$
|
454,586
|
|
|
$
|
3,016,660
|
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
|
|
|
$
|
17,794
|
|
|
$
|
—
|
|
|
$
|
17,794
|
|
|
$
|
22,218
|
|
|
$
|
—
|
|
|
$
|
22,218
|
Accounts payable to related parties
|
|
|
|
|
|
|
4,435
|
|
|
(94
|
)
|
|
4,341
|
|
|
7,852
|
|
|
(97
|
)
|
|
7,755
|
Gas imbalances
|
|
|
|
|
|
|
935
|
|
|
—
|
|
|
935
|
|
|
1,605
|
|
|
—
|
|
|
1,605
|
Derivative liabilities at fair value
|
|
|
|
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
Accrued taxes
|
|
|
|
|
|
|
19,450
|
|
|
—
|
|
|
19,450
|
|
|
13,844
|
|
|
—
|
|
|
13,844
|
Accrued liabilities
|
|
|
|
|
|
|
6,520
|
|
|
133
|
|
|
6,653
|
|
|
10,019
|
|
|
187
|
|
|
10,206
|
Deferred revenue
|
|
|
|
|
|
|
33,823
|
|
|
—
|
|
|
33,823
|
|
|
26,511
|
|
|
—
|
|
|
26,511
|
Other current liabilities
|
|
|
|
|
|
|
6,969
|
|
|
—
|
|
|
6,969
|
|
|
6,880
|
|
|
—
|
|
|
6,880
|
Total Current Liabilities
|
|
|
|
|
|
|
89,970
|
|
|
39
|
|
|
90,009
|
|
|
88,929
|
|
|
90
|
|
|
89,019
|
Long-term debt
|
|
|
|
|
|
|
1,200,000
|
|
|
148,000
|
|
|
1,348,000
|
|
|
753,000
|
|
|
148,000
|
|
|
901,000
|
Other long-term liabilities and deferred credits
|
|
|
|
|
|
|
4,904
|
|
|
—
|
|
|
4,904
|
|
|
5,143
|
|
|
—
|
|
|
5,143
|
Total Long-term Liabilities
|
|
|
|
|
|
|
1,204,904
|
|
|
148,000
|
|
|
1,352,904
|
|
|
758,143
|
|
|
148,000
|
|
|
906,143
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Partners' Equity
|
|
|
|
|
|
|
1,258,100
|
|
|
(1,090,633
|
)
|
|
167,467
|
|
|
1,269,925
|
|
|
(847,615
|
)
|
|
422,310
|
Noncontrolling interests
|
|
|
|
|
|
|
33,798
|
|
|
1,394,592
|
|
|
1,428,390
|
|
|
445,077
|
|
|
1,154,111
|
|
|
1,599,188
|
Total Equity
|
|
|
|
|
|
|
$
|
1,291,898
|
|
|
$
|
303,959
|
|
|
$
|
1,595,857
|
|
|
$
|
1,715,002
|
|
|
$
|
306,496
|
|
|
$
|
2,021,498
|
Total Liabilities and Equity
|
|
|
|
|
|
|
$
|
2,586,772
|
|
|
$
|
451,998
|
|
|
$
|
3,038,770
|
|
|
$
|
2,562,074
|
|
|
$
|
454,586
|
|
|
$
|
3,016,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the aggregate consolidating adjustments
necessary to produce consolidated financial statements for TEGP.
|
|
|
TALLGRASS ENERGY GP, LP CONDENSED CONSOLIDATING
STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
TEP
|
|
Consolidating Adjustments (1)
|
|
TEGP
|
|
TEP
|
|
Consolidating Adjustments (1)
|
|
TEGP
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil transportation services
|
|
|
|
|
|
|
$
|
94,572
|
|
|
$
|
—
|
|
|
$
|
94,572
|
|
|
$
|
50,381
|
|
|
$
|
—
|
|
|
$
|
50,381
|
|
Natural gas transportation services
|
|
|
|
|
|
|
29,280
|
|
|
—
|
|
|
29,280
|
|
|
32,148
|
|
|
—
|
|
|
32,148
|
|
Sales of natural gas, NGLs, and crude oil
|
|
|
|
|
|
|
13,926
|
|
|
—
|
|
|
13,926
|
|
|
21,869
|
|
|
—
|
|
|
21,869
|
|
Processing and other revenues
|
|
|
|
|
|
|
7,627
|
|
|
—
|
|
|
7,627
|
|
|
10,277
|
|
|
—
|
|
|
10,277
|
|
Total Revenues
|
|
|
|
|
|
|
145,405
|
|
|
—
|
|
|
145,405
|
|
|
114,675
|
|
|
—
|
|
|
114,675
|
|
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown
below)
|
|
|
|
|
|
|
13,568
|
|
|
—
|
|
|
13,568
|
|
|
19,593
|
|
|
—
|
|
|
19,593
|
|
Cost of transportation services (exclusive of depreciation and
amortization shown below)
|
|
|
|
|
|
|
16,156
|
|
|
—
|
|
|
16,156
|
|
|
10,715
|
|
|
—
|
|
|
10,715
|
|
Operations and maintenance
|
|
|
|
|
|
|
12,477
|
|
|
—
|
|
|
12,477
|
|
|
9,575
|
|
|
—
|
|
|
9,575
|
|
Depreciation and amortization
|
|
|
|
|
|
|
21,692
|
|
|
—
|
|
|
21,692
|
|
|
20,605
|
|
|
—
|
|
|
20,605
|
|
General and administrative
|
|
|
|
|
|
|
13,016
|
|
|
521
|
|
|
13,537
|
|
|
12,689
|
|
|
—
|
|
|
12,689
|
|
Taxes, other than income taxes
|
|
|
|
|
|
|
7,506
|
|
|
—
|
|
|
7,506
|
|
|
11,297
|
|
|
—
|
|
|
11,297
|
|
Loss on sale of assets
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,483
|
|
|
—
|
|
|
4,483
|
|
Total Operating Costs and Expenses
|
|
|
|
|
|
|
84,415
|
|
|
521
|
|
|
84,936
|
|
|
88,957
|
|
|
—
|
|
|
88,957
|
|
Operating Income
|
|
|
|
|
|
|
60,990
|
|
|
(521
|
)
|
|
60,469
|
|
|
25,718
|
|
|
—
|
|
|
25,718
|
|
Other (Expense) Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
|
|
|
|
(7,499
|
)
|
|
(1,178
|
)
|
|
(8,677
|
)
|
|
(3,440
|
)
|
|
—
|
|
|
(3,440
|
)
|
Unrealized loss on derivative instrument
|
|
|
|
|
|
|
(8,946
|
)
|
|
—
|
|
|
(8,946
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Other income, net
|
|
|
|
|
|
|
566
|
|
|
—
|
|
|
566
|
|
|
712
|
|
|
—
|
|
|
712
|
|
Total Other Expense
|
|
|
|
|
|
|
(15,879
|
)
|
|
(1,178
|
)
|
|
(17,057
|
)
|
|
(2,728
|
)
|
|
—
|
|
|
(2,728
|
)
|
Net income before tax
|
|
|
|
|
|
|
45,111
|
|
|
(1,699
|
)
|
|
43,412
|
|
|
22,990
|
|
|
—
|
|
|
22,990
|
|
Deferred income tax expense
|
|
|
|
|
|
|
—
|
|
|
(2,791
|
)
|
|
(2,791
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Net income
|
|
|
|
|
|
|
45,111
|
|
|
(4,490
|
)
|
|
40,621
|
|
|
22,990
|
|
|
—
|
|
|
22,990
|
|
Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
|
(1,041
|
)
|
|
(31,991
|
)
|
|
(33,032
|
)
|
|
9,329
|
|
|
(27,197
|
)
|
|
(17,868
|
)
|
Net income attributable TEGP
|
|
|
|
|
|
|
$
|
44,070
|
|
|
$
|
(36,481
|
)
|
|
$
|
7,589
|
|
|
$
|
32,319
|
|
|
$
|
(27,197
|
)
|
|
$
|
5,122
|
|
Basic net income per Class A share
|
|
|
|
|
|
|
|
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|
Diluted net income per Class A share
|
|
|
|
|
|
|
|
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|
Basic and diluted average number of Class A shares outstanding
|
|
|
|
|
|
|
|
|
|
|
47,725
|
|
|
|
|
|
|
|
Diluted average number of Class A shares outstanding
|
|
|
|
|
|
|
|
|
|
|
47,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the aggregate consolidating adjustments
necessary to produce consolidated financial statements for TEGP.
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20160428006536/en/
Copyright Business Wire 2016