Tallgrass Energy Reports Strong First Quarter 2017 Results
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 2017.
“Tallgrass Energy delivered another outstanding quarter supported by growth in distributions from Rockies Express, growth in our
Processing and Logistics Segment, contributions from our recent Terminals and NatGas Operator acquisition and continued performance
in our Crude Oil and Logistics segment," said Tallgrass Energy President and CEO David G. Dehaemers Jr. "We remain well-positioned
to deliver record distributable cash flow and distribution coverage metrics at TEP for 2017."
First Quarter Distributions
Tallgrass Energy Partners, LP
As previously announced, the board of directors of TEP's general partner declared a quarterly cash distribution of $0.835 per
common unit for the first quarter of 2017. This quarterly distribution represents $3.34 on an annualized basis, a sequential
increase of 2.5 percent from the fourth quarter 2016 distribution and an increase of 18.4 percent from the first quarter 2016
distribution. The quarterly distribution will be paid on Monday, May 15, 2017, to unitholders of record as of the close of business
on Friday, April 28, 2017.
In addition, as previously announced in conjunction with the recent acquisition of an approximate 25 percent interest in Rockies
Express Pipeline LLC, management intends to recommend to the board of directors of TEP’s general partner that TEP increase its
quarterly distributions for the second and third quarters of 2017 by an aggregate of at least $0.10 per unit, or $0.40 per unit on
an annualized basis. These distributions would be paid in mid-August and mid-November of 2017, respectively.
Tallgrass Energy GP, LP
Also, as previously announced, the board of directors of TEGP's general partner declared a quarterly cash distribution of
$0.2875 per Class A share for the first quarter of 2017. This quarterly distribution represents $1.15 per Class A share on an
annualized basis, a sequential increase of 3.6 percent from the fourth quarter 2016 distribution and an increase of 36.9 percent
from the first quarter 2016 distribution. The quarterly distribution will be paid on Monday, May 15, 2017, to Class A shareholders
of record as of the close of business on Friday, April 28, 2017.
Tallgrass Energy Partners, LP Summary Financial Information (1)
|
|
|
Three Months Ended March 31, |
| (in thousands, except coverage and per unit data) |
|
|
2017 |
|
|
2016 |
|
|
As Reported in
2016
|
|
|
|
|
|
|
|
|
|
|
| Net income attributable to partners |
|
|
$ |
70,905 |
|
|
|
$ |
47,755 |
|
|
|
$ |
44,070 |
|
| Add: |
|
|
|
|
|
|
|
|
|
| Interest expense(2) |
|
|
14,689 |
|
|
|
7,499 |
|
|
|
7,499 |
|
| Depreciation and amortization expense(2) |
|
|
21,867 |
|
|
|
22,482 |
|
|
|
21,967 |
|
| Distributions from unconsolidated investment |
|
|
30,819 |
|
|
|
634 |
|
|
|
— |
|
| Non-cash (gain) loss related to derivative instruments(2) |
|
|
(2,441 |
) |
|
|
8,990 |
|
|
|
8,990 |
|
| Non-cash compensation expense (3) |
|
|
1,458 |
|
|
|
1,166 |
|
|
|
1,166 |
|
| Less: |
|
|
|
|
|
|
|
|
|
| Equity in earnings of unconsolidated investment |
|
|
(20,738 |
) |
|
|
(709 |
) |
|
|
— |
|
| Gain on disposal of assets |
|
|
(1,448 |
) |
|
|
— |
|
|
|
— |
|
| Adjusted EBITDA |
|
|
$ |
115,111 |
|
|
|
$ |
87,817 |
|
|
|
$ |
83,692 |
|
| Add: |
|
|
|
|
|
|
|
|
|
| Deficiency payments received, net |
|
|
16,071 |
|
|
|
|
|
|
7,157 |
|
| Less: |
|
|
|
|
|
|
|
|
|
| Cash interest cost |
|
|
(13,567 |
) |
|
|
|
|
|
(6,821 |
) |
| Maintenance capital expenditures, net |
|
|
(63 |
) |
|
|
|
|
|
(2,168 |
) |
| Distributable Cash Flow |
|
|
117,552 |
|
|
|
|
|
|
81,860 |
|
| Less: |
|
|
|
|
|
|
|
|
|
| Distributions |
|
|
(91,366 |
) |
|
|
|
|
|
(68,884 |
) |
| Amounts in excess of distributions(4) |
|
|
$ |
26,186 |
|
|
|
|
|
|
$ |
12,976 |
|
| Distribution coverage |
|
|
1.29 |
x |
|
|
|
|
|
1.19 |
x |
|
|
|
|
|
|
|
|
|
|
| Common units outstanding(5) |
|
|
72,438 |
|
|
|
|
|
|
68,423 |
|
| Distribution per common unit |
|
|
$ |
0.8350 |
|
|
|
|
|
|
$ |
0.7050 |
|
| (1) |
|
The financial results for all periods presented in the table include the applicable results of
operations of Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC, which were acquired by TEP effective January 1,
2017, except for the period under the column "As Reported in 2016."
|
| (2) |
|
Net of noncontrolling interest.
|
| (3) |
|
Represents TEP's portion of non-cash compensation expense related to Equity Participation
Units, excluding amounts allocated to Tallgrass Development, LP.
|
| (4) |
|
Cumulative distribution coverage from TEP's IPO in May 2013 through March 31, 2017, is $158.6
million and the cumulative distribution coverage ratio is 1.22x.
|
| (5) |
|
Common units represent the number of units as of the date of record for the first quarter
distributions in both 2017 and 2016.
|
|
|
|
Acquisition of Additional Interest in REX
Effective March 31, 2017, TEP acquired an additional 24.99 percent membership interest in Rockies Express Pipeline LLC (“REX”)
from Tallgrass Development, LP for cash consideration of $400 million. The acquisition increases TEP’s ownership interest in REX to
49.99 percent.
Ultra Update
On April 12, 2017, Ultra Resources, Inc. ("Ultra") announced that it had completed its restructuring and emerged from
bankruptcy. The reorganization plan contemplates payment of REX’s $150 million claim within three months after Ultra emerges from
bankruptcy. Based on the timing of Ultra's emergence, REX expects to receive its cash payment no later than July 12, 2017. TEP will
receive its approximate 50 percent share of an expected distribution of approximately $150 million from REX resulting from Ultra's
settlement payment.
Conference Call
Please join Tallgrass Energy for a conference call and webcast to discuss first quarter 2017 results at 3:30 p.m. Central Time
on Wednesday, May 3, 2017. 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.
Tallgrass Energy Partners, LP Alternative Reconciliations
Adjusted EBITDA and Distributable Cash Flow, as defined in "Non-GAAP Measures" below, may be impacted by the timing of
cash payments received as a result of shipper deficiency payments received or utilized during the period or incremental barrels
shipped during the period. As such, we have also provided alternative reconciliations of Adjusted EBITDA and Distributable Cash
Flow that illustrate the impact of these items. These alternative reconciliations are also non-GAAP Measures. Management believes
this information provides investors useful information regarding the impact of these items on our current results as well as the
potential impact on future results.
Alternative Reconciliation of Adjusted EBITDA
|
|
|
Three Months Ended
March 31,
|
| (in thousands) |
|
|
2017 |
|
|
|
|
| Adjusted EBITDA |
|
|
$ |
115,111 |
| Add: |
|
|
|
| Deficiency payments received, net(1) |
|
|
16,071 |
| Alternative Adjusted EBITDA(2) |
|
|
$ |
131,182 |
| (1) |
|
Cumulative net deficiency balance at March 31, 2017, is $77.0 million.
|
| (2) |
|
Alternative Adjusted EBITDA shows what TEP's Adjusted EBITDA would have been for the period
presented if TEP included net deficiency payments from shippers' firm, take-or-pay contracts in calculating Adjusted EBITDA.
TEP's reported distributable cash flow and distribution coverage would remain unchanged.
|
|
|
|
Alternative Reconciliation of Distributable Cash Flow and Distribution Coverage
|
|
|
Three Months Ended
March 31,
|
| (in thousands, except coverage) |
|
|
2017 |
|
|
|
|
| Distributable Cash Flow |
|
|
$ |
117,552 |
|
| Less: |
|
|
|
| Cash flow from incremental barrels shipped(1) |
|
|
(2,830 |
) |
| Alternative Distributable Cash Flow(2) |
|
|
114,722 |
|
| Less: |
|
|
|
| Distributions |
|
|
(91,366 |
) |
| Amounts in excess of distributions |
|
|
$ |
23,356 |
|
| Alternative distribution coverage(2) |
|
|
1.26 |
x |
| (1) |
|
Cumulative shipper incremental balance at March 31, 2017, is $25.9 million.
|
| (2) |
|
Alternative distributable cash flow and alternative distribution coverage shown excludes the
impact of cash flows from incremental barrels shipped on the Pony Express system, as incremental barrels shipped during
current periods may reduce the shippers' firm commitment in future periods under their firm, take-or-pay contracts, thereby
potentially reducing cash flows in those corresponding future periods. Under this alternative calculation, the cash flows
received from incremental barrel shipments would be shown in the future periods in which the incremental barrels are utilized
to reduce the shippers' firm commitment.
|
|
|
|
Tallgrass Energy Partners, LP Segment Overview (1)(2)
The first quarter 2017 comparative results by segment are summarized below:
|
|
|
Three Months Ended March 31, |
|
|
|
2017 |
|
|
2016 |
|
|
As Reported in
2016
|
|
|
|
(in thousands) |
| Crude Oil Transportation & Logistics |
|
|
|
|
|
|
|
|
|
| Operating income |
|
|
$ |
44,715 |
|
|
|
$ |
53,961 |
|
|
|
$ |
52,666 |
|
| Add: |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization expense(3) |
|
|
13,879 |
|
|
|
13,433 |
|
|
|
12,918 |
|
| Distributions from unconsolidated investment |
|
|
694 |
|
|
|
634 |
|
|
|
— |
|
| Less: |
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA attributable to noncontrolling interests |
|
|
(871 |
) |
|
|
(1,043 |
) |
|
|
(1,043 |
) |
| Non-cash gain related to derivative instruments(3) |
|
|
(650 |
) |
|
|
— |
|
|
|
— |
|
| Segment Adjusted EBITDA |
|
|
$ |
57,767 |
|
|
|
$ |
66,985 |
|
|
|
$ |
64,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2017 |
|
|
2016 |
|
|
As Reported in
2016
|
|
|
|
(in thousands) |
| Natural Gas Transportation & Logistics |
|
|
|
|
|
|
|
|
|
| Operating income |
|
|
$ |
18,168 |
|
|
|
$ |
12,345 |
|
|
|
$ |
10,664 |
|
| Add: |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization expense |
|
|
4,783 |
|
|
|
5,878 |
|
|
|
5,878 |
|
| Distributions from unconsolidated investment |
|
|
30,125 |
|
|
|
— |
|
|
|
— |
|
| Non-cash (gain) loss related to derivative instruments |
|
|
(116 |
) |
|
|
44 |
|
|
|
44 |
|
| Other income, net |
|
|
70 |
|
|
|
566 |
|
|
|
566 |
|
| Segment Adjusted EBITDA |
|
|
$ |
53,030 |
|
|
|
$ |
18,833 |
|
|
|
$ |
17,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
2017 |
|
|
2016 |
|
|
|
|
|
|
(in thousands) |
|
|
|
| Processing & Logistics |
|
|
|
|
|
|
|
|
|
| Operating income |
|
|
$ |
4,116 |
|
|
|
$ |
178 |
|
|
|
|
| Add: |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization expense(3) |
|
|
3,205 |
|
|
|
3,171 |
|
|
|
|
| Non-cash gain related to derivative instruments |
|
|
210 |
|
|
|
— |
|
|
|
|
| Less: |
|
|
|
|
|
|
|
|
|
| Gain on disposal of assets |
|
|
(1,448 |
) |
|
|
— |
|
|
|
|
| Adjusted EBITDA attributable to noncontrolling interests |
|
|
(8 |
) |
|
|
2 |
|
|
|
|
| Segment Adjusted EBITDA |
|
|
$ |
6,075 |
|
|
|
$ |
3,351 |
|
|
|
|
| (1) |
|
The financial results for the Crude Oil Transportation and Logistics and Natural Gas
Transportation & Logistics segments for the three months ended March 31, 2016, have been recast to reflect the results of
operations of Terminals and NatGas, respectively, which TEP acquired effective January 1, 2017. The financial results for the
Crude Oil Transportation and Logistics and Natural Gas Transportation & Logistics segments for the three months ended
March 31, 2016, under the column "As Reported in 2016," does not include Terminals and NatGas's results of
operations.
|
| (2) |
|
Segment reporting does not include corporate general and administrative costs or intersegment
eliminations.
|
| (3) |
|
Net of noncontrolling interest.
|
|
|
|
TEP acquired a 25 percent interest in REX effective May 6, 2016, and an additional 24.99 percent interest in REX effective March
31, 2017. TEP's consolidated Adjusted EBITDA, as shown above, includes TEP's membership interest in REX. The table below is a
reconciliation of REX's Adjusted EBITDA and Distributable Cash Flow for the three months ended March 31, 2017 and 2016, presented
to provide additional information on REX's financial results. Results for the three months ended March 31, 2016 are presented for
comparative purposes only, as TEP did not own a membership interest in REX during that period.
|
|
|
Three Months Ended March 31, |
|
|
|
2017 |
|
|
2016 |
|
|
|
(in thousands) |
| Net income |
|
|
$ |
66,250 |
|
|
|
$ |
79,935 |
|
| Add: |
|
|
|
|
|
|
| Interest expense |
|
|
41,826 |
|
|
|
40,545 |
|
| Depreciation and amortization expense |
|
|
54,191 |
|
|
|
50,336 |
|
| Adjusted EBITDA |
|
|
162,267 |
|
|
|
170,816 |
|
| Less: |
|
|
|
|
|
|
| Cash interest cost |
|
|
(40,992 |
) |
|
|
(39,711 |
) |
| Maintenance capital expenditures |
|
|
(3,581 |
) |
|
|
(1,996 |
) |
| Distributable Cash Flow |
|
|
$ |
117,694 |
|
|
|
$ |
129,109 |
|
|
|
|
|
|
|
|
| Distributions to Members |
|
|
$ |
(120,501 |
) |
|
|
$ |
(125,421 |
) |
| Contributions from Members |
|
|
$ |
26,771 |
|
|
|
$ |
74,859 |
|
|
|
|
|
|
|
|
|
|
|
|
Tallgrass Energy GP, LP Summary Financial Information
Information on distributions to Tallgrass Equity, LLC ("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, |
|
|
|
2017 |
|
|
2016 |
|
|
|
|
|
|
|
| TEP distributions to Tallgrass Equity(1) |
|
|
|
|
|
|
| General partner interest |
|
|
$ |
1,040 |
|
|
|
$ |
830 |
|
| Incentive Distribution Rights |
|
|
29,840 |
|
|
|
19,816 |
|
| TEP common units owned by Tallgrass Equity |
|
|
16,700 |
|
|
|
14,100 |
|
| Total TEP distributions to Tallgrass Equity |
|
|
47,580 |
|
|
|
34,746 |
|
| Less: |
|
|
|
|
|
|
| Cash interest expense attributable to Tallgrass Equity |
|
|
(1,209 |
) |
|
|
(1,090 |
) |
| Cash general and administrative expenses attributable to Tallgrass
Equity |
|
|
(500 |
) |
|
|
(500 |
) |
| Cash available for distribution by Tallgrass Equity |
|
|
45,871 |
|
|
|
33,156 |
|
| Distributions to Class A (TEGP) |
|
|
16,697 |
|
|
|
10,022 |
|
| Distributions to Class B (Exchange Right Holders) |
|
|
28,507 |
|
|
|
22,996 |
|
| Total cash distributions by Tallgrass Equity |
|
|
$ |
45,204 |
|
|
|
$ |
33,018 |
|
| TEGP |
|
|
|
|
|
|
| Distributions from Tallgrass Equity |
|
|
$ |
16,697 |
|
|
|
$ |
10,022 |
|
| Less: |
|
|
|
|
|
|
| Distributions to Class A shareholders |
|
|
(16,697 |
) |
|
|
(10,022 |
) |
| Amounts in excess of distributions |
|
|
$ |
— |
|
|
|
$ |
— |
|
| Distribution coverage |
|
|
1.00 |
x |
|
|
1.00 |
x |
|
|
|
|
|
|
|
| Class A shares outstanding |
|
|
58,075 |
|
|
|
47,725 |
|
| Distribution per Class A share |
|
|
$ |
0.2875 |
|
|
|
$ |
0.2100 |
|
| (1) |
|
Represents distributions expected to be received by Tallgrass Equity from TEP on or about May
15, 2017, in connection with TEP's distribution for the quarter ended March 31, 2017.
|
|
|
|
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 and financial statements of our subsidiaries and unconsolidated investments, 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, net cash provided by operating activities 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 deficiency payments received from or utilized by
our customers and preferred distributions received from Pony Express in excess of its distributable cash flow attributable to our
net interest, 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 achieve record distributable cash
flow and distribution coverage in 2017, whether there will be any and, if so, the amount of, TEP's quarterly distribution increases
during the second and third quarters of 2017 and the amount of any distribution from REX resulting from Ultra's expected settlement
payment. 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
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017 |
|
|
December 31, 2016 |
|
|
|
(in thousands) |
| ASSETS |
|
|
|
| Current Assets: |
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
$ |
1,198 |
|
|
|
$ |
1,873 |
|
| Accounts receivable, net |
|
|
57,274 |
|
|
|
59,536 |
|
| Gas imbalances |
|
|
636 |
|
|
|
1,597 |
|
| Inventories |
|
|
15,647 |
|
|
|
13,093 |
|
| Derivative assets at fair value |
|
|
304 |
|
|
|
10,967 |
|
| Prepayments and other current assets |
|
|
6,785 |
|
|
|
7,628 |
|
| Total Current Assets |
|
|
81,844 |
|
|
|
94,694 |
|
| Property, plant and equipment, net |
|
|
2,085,670 |
|
|
|
2,079,232 |
|
| Goodwill |
|
|
343,288 |
|
|
|
343,288 |
|
| Intangible asset, net |
|
|
92,764 |
|
|
|
93,522 |
|
| Unconsolidated investments |
|
|
935,918 |
|
|
|
475,625 |
|
| Deferred financing costs, net |
|
|
3,930 |
|
|
|
4,815 |
|
| Deferred charges and other assets |
|
|
9,242 |
|
|
|
11,037 |
|
| Total Assets |
|
|
$ |
3,552,656 |
|
|
|
$ |
3,102,213 |
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
| Accounts payable |
|
|
$ |
22,050 |
|
|
|
$ |
24,122 |
|
| Accounts payable to related parties |
|
|
6,175 |
|
|
|
5,935 |
|
| Gas imbalances |
|
|
1,473 |
|
|
|
1,239 |
|
| Derivative liabilities at fair value |
|
|
— |
|
|
|
556 |
|
| Accrued taxes |
|
|
21,857 |
|
|
|
16,996 |
|
| Accrued liabilities |
|
|
6,783 |
|
|
|
16,702 |
|
| Deferred revenue |
|
|
77,067 |
|
|
|
60,757 |
|
| Other current liabilities |
|
|
6,001 |
|
|
|
6,446 |
|
| Total Current Liabilities |
|
|
141,406 |
|
|
|
132,753 |
|
| Long-term debt, net |
|
|
1,960,232 |
|
|
|
1,407,981 |
|
| Other long-term liabilities and deferred credits |
|
|
7,125 |
|
|
|
7,063 |
|
| Total Long-term Liabilities |
|
|
1,967,357 |
|
|
|
1,415,044 |
|
| Commitments and Contingencies |
|
|
|
|
|
|
| Equity: |
|
|
|
|
|
|
| Predecessor Equity |
|
|
— |
|
|
|
82,295 |
|
| Limited partners (72,184,472 and 72,485,954 common units issued and outstanding at
March 31, 2017 and December 31, 2016, respectively) |
|
|
2,045,163 |
|
|
|
2,070,495 |
|
| General partner (834,391 units issued and outstanding at March 31, 2017 and
December 31, 2016) |
|
|
(635,406 |
) |
|
|
(632,339 |
) |
| Total Partners' Equity |
|
|
1,409,757 |
|
|
|
1,520,451 |
|
| Noncontrolling interests |
|
|
34,136 |
|
|
|
33,965 |
|
| Total Equity |
|
|
1,443,893 |
|
|
|
1,554,416 |
|
| Total Liabilities and Equity |
|
|
$ |
3,552,656 |
|
|
|
$ |
3,102,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TALLGRASS ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2017 |
|
|
2016 |
|
|
|
(in thousands, except per unit amounts) |
| Revenues: |
|
|
|
|
|
|
| Crude oil transportation services |
|
|
$ |
84,331 |
|
|
|
$ |
94,572 |
|
| Natural gas transportation services |
|
|
31,685 |
|
|
|
29,280 |
|
| Sales of natural gas, NGLs, and crude oil |
|
|
15,381 |
|
|
|
13,926 |
|
| Processing and other revenues |
|
|
13,003 |
|
|
|
9,390 |
|
| Total Revenues |
|
|
144,400 |
|
|
|
147,168 |
|
| Operating Costs and Expenses: |
|
|
|
|
|
|
| Cost of sales (exclusive of depreciation and amortization shown below) |
|
|
12,370 |
|
|
|
13,568 |
|
| Cost of transportation services (exclusive of depreciation and amortization shown
below) |
|
|
13,503 |
|
|
|
13,529 |
|
| Operations and maintenance |
|
|
12,903 |
|
|
|
12,958 |
|
| Depreciation and amortization |
|
|
21,403 |
|
|
|
22,007 |
|
| General and administrative |
|
|
13,663 |
|
|
|
13,490 |
|
| Taxes, other than income taxes |
|
|
8,226 |
|
|
|
7,650 |
|
| Gain on disposal of assets |
|
|
(1,448 |
) |
|
|
— |
|
| Total Operating Costs and Expenses |
|
|
80,620 |
|
|
|
83,202 |
|
| Operating Income |
|
|
63,780 |
|
|
|
63,966 |
|
| Other Income (Expense): |
|
|
|
|
|
|
| Interest expense, net |
|
|
(14,689 |
) |
|
|
(7,499 |
) |
| Unrealized gain (loss) on derivative instrument |
|
|
1,885 |
|
|
|
(8,946 |
) |
| Equity in earnings of unconsolidated investments |
|
|
20,738 |
|
|
|
709 |
|
| Other income, net |
|
|
70 |
|
|
|
566 |
|
| Total Other Income (Expense) |
|
|
8,004 |
|
|
|
(15,170 |
) |
| Net income |
|
|
71,784 |
|
|
|
48,796 |
|
| Net income attributable to noncontrolling interests |
|
|
(879 |
) |
|
|
(1,041 |
) |
| Net income attributable to partners |
|
|
$ |
70,905 |
|
|
|
$ |
47,755 |
|
| Allocation of income to the limited partners: |
|
|
|
|
|
|
| Net income attributable to partners |
|
|
$ |
70,905 |
|
|
|
$ |
47,755 |
|
| Predecessor operations interest in net income |
|
|
— |
|
|
|
(3,685 |
) |
| General partner interest in net income |
|
|
(30,583 |
) |
|
|
(20,353 |
) |
| Common unitholders' interest in net income |
|
|
40,322 |
|
|
|
23,717 |
|
| Basic net income per common unit |
|
|
$ |
0.56 |
|
|
|
$ |
0.35 |
|
| Diluted net income per common unit |
|
|
$ |
0.55 |
|
|
|
$ |
0.35 |
|
| Basic average number of common units outstanding |
|
|
72,544 |
|
|
|
66,967 |
|
| Diluted average number of common units outstanding |
|
|
73,580 |
|
|
|
67,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TALLGRASS ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2017 |
|
|
2016 |
|
|
|
(in thousands) |
| Cash Flows from Operating Activities: |
|
|
|
|
|
|
| Net income |
|
|
$ |
71,784 |
|
|
|
$ |
48,796 |
|
| Adjustments to reconcile net income to net cash flows provided by operating
activities: |
|
|
|
|
|
|
| Depreciation and amortization |
|
|
23,575 |
|
|
|
23,385 |
|
| Equity in earnings of unconsolidated investments |
|
|
(20,738 |
) |
|
|
(709 |
) |
| Distributions from unconsolidated investments |
|
|
20,740 |
|
|
|
634 |
|
| Noncash change in the fair value of derivative financial instruments |
|
|
(2,454 |
) |
|
|
8,990 |
|
| Changes in components of working capital: |
|
|
|
|
|
|
| Accounts receivable and other |
|
|
2,450 |
|
|
|
6,072 |
|
| Accounts payable and accrued liabilities |
|
|
(5,691 |
) |
|
|
(2,175 |
) |
| Deferred revenue |
|
|
16,202 |
|
|
|
7,204 |
|
| Other current assets and liabilities |
|
|
(819 |
) |
|
|
10 |
|
| Other operating, net |
|
|
(808 |
) |
|
|
968 |
|
| Net Cash Provided by Operating Activities |
|
|
104,241 |
|
|
|
93,175 |
|
| Cash Flows from Investing Activities: |
|
|
|
|
|
|
| Acquisition of Rockies Express membership interest |
|
|
(400,000 |
) |
|
|
— |
|
| Acquisition of Terminals and NatGas |
|
|
(140,000 |
) |
|
|
— |
|
| Capital expenditures |
|
|
(26,769 |
) |
|
|
(21,207 |
) |
| Distributions from unconsolidated investments in excess of cumulative earnings |
|
|
10,079 |
|
|
|
— |
|
| Contributions to unconsolidated investments |
|
|
(6,693 |
) |
|
|
(63 |
) |
| Acquisition of Pony Express membership interest |
|
|
— |
|
|
|
(49,118 |
) |
| Other investing, net |
|
|
1,341 |
|
|
|
25 |
|
| Net Cash Used in Investing Activities |
|
|
(562,042 |
) |
|
|
(70,363 |
) |
| Cash Flows from Financing Activities: |
|
|
|
|
|
|
| Borrowings under revolving credit facility, net |
|
|
552,000 |
|
|
|
447,000 |
|
| Proceeds from public offering, net of offering costs |
|
|
99,373 |
|
|
|
12,636 |
|
| Distributions to unitholders |
|
|
(88,159 |
) |
|
|
(59,040 |
) |
| Partial exercise of call option |
|
|
(72,381 |
) |
|
|
— |
|
| Repurchase of common units from TD |
|
|
(35,335 |
) |
|
|
— |
|
| Acquisition of Pony Express membership interest |
|
|
— |
|
|
|
(425,882 |
) |
| Other financing, net |
|
|
1,628 |
|
|
|
3,748 |
|
| Net Cash Provided by (Used in) Financing Activities |
|
|
457,126 |
|
|
|
(21,538 |
) |
| Net Change in Cash and Cash Equivalents |
|
|
(675 |
) |
|
|
1,274 |
|
| Cash and Cash Equivalents, beginning of period |
|
|
1,873 |
|
|
|
1,611 |
|
| Cash and Cash Equivalents, end of period |
|
|
$ |
1,198 |
|
|
|
$ |
2,885 |
|
|
|
|
|
|
|
|
|
|
|
|
Tallgrass Energy GP, LP Financial Statements
|
TALLGRASS ENERGY GP, LP
CONDENSED CONSOLIDATING BALANCE SHEETS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017 |
|
|
December 31, 2016 |
|
|
|
TEP |
|
|
Consolidating
Adjustments (1)
|
|
|
TEGP |
|
|
TEP |
|
|
Consolidating
Adjustments (1)
|
|
|
TEGP |
|
|
|
(in thousands) |
|
|
(in thousands) |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
$ |
1,198 |
|
|
|
$ |
855 |
|
|
|
$ |
2,053 |
|
|
|
$ |
1,873 |
|
|
|
$ |
586 |
|
|
|
$ |
2,459 |
| Accounts receivable, net |
|
|
57,274 |
|
|
|
— |
|
|
|
57,274 |
|
|
|
59,536 |
|
|
|
— |
|
|
|
59,536 |
| Gas imbalances |
|
|
636 |
|
|
|
— |
|
|
|
636 |
|
|
|
1,597 |
|
|
|
— |
|
|
|
1,597 |
| Inventories |
|
|
15,647 |
|
|
|
— |
|
|
|
15,647 |
|
|
|
13,093 |
|
|
|
— |
|
|
|
13,093 |
| Derivative assets at fair value |
|
|
304 |
|
|
|
— |
|
|
|
304 |
|
|
|
10,967 |
|
|
|
— |
|
|
|
10,967 |
| Prepayments and other current assets |
|
|
6,785 |
|
|
|
— |
|
|
|
6,785 |
|
|
|
7,628 |
|
|
|
— |
|
|
|
7,628 |
| Total Current Assets |
|
|
81,844 |
|
|
|
855 |
|
|
|
82,699 |
|
|
|
94,694 |
|
|
|
586 |
|
|
|
95,280 |
| Property, plant and equipment, net |
|
|
2,085,670 |
|
|
|
— |
|
|
|
2,085,670 |
|
|
|
2,079,232 |
|
|
|
— |
|
|
|
2,079,232 |
| Goodwill |
|
|
343,288 |
|
|
|
— |
|
|
|
343,288 |
|
|
|
343,288 |
|
|
|
— |
|
|
|
343,288 |
| Intangible asset, net |
|
|
92,764 |
|
|
|
— |
|
|
|
92,764 |
|
|
|
93,522 |
|
|
|
— |
|
|
|
93,522 |
| Unconsolidated investments |
|
|
935,918 |
|
|
|
— |
|
|
|
935,918 |
|
|
|
475,625 |
|
|
|
— |
|
|
|
475,625 |
| Deferred tax asset |
|
|
— |
|
|
|
518,790 |
|
|
|
518,790 |
|
|
|
— |
|
|
|
521,454 |
|
|
|
521,454 |
| Deferred financing costs, net |
|
|
3,930 |
|
|
|
1,109 |
|
|
|
5,039 |
|
|
|
4,815 |
|
|
|
1,227 |
|
|
|
6,042 |
| Deferred charges and other assets |
|
|
9,242 |
|
|
|
— |
|
|
|
9,242 |
|
|
|
11,037 |
|
|
|
— |
|
|
|
11,037 |
| Total Assets |
|
|
$ |
3,552,656 |
|
|
|
$ |
520,754 |
|
|
|
$ |
4,073,410 |
|
|
|
$ |
3,102,213 |
|
|
|
$ |
523,267 |
|
|
|
$ |
3,625,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable |
|
|
$ |
22,050 |
|
|
|
$ |
— |
|
|
|
$ |
22,050 |
|
|
|
$ |
24,122 |
|
|
|
$ |
327 |
|
|
|
$ |
24,449 |
| Accounts payable to related parties |
|
|
6,175 |
|
|
|
(108 |
) |
|
|
6,067 |
|
|
|
5,935 |
|
|
|
(111 |
) |
|
|
5,824 |
| Gas imbalances |
|
|
1,473 |
|
|
|
— |
|
|
|
1,473 |
|
|
|
1,239 |
|
|
|
— |
|
|
|
1,239 |
| Derivative liabilities at fair value |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
556 |
|
|
|
— |
|
|
|
556 |
| Accrued taxes |
|
|
21,857 |
|
|
|
— |
|
|
|
21,857 |
|
|
|
16,996 |
|
|
|
— |
|
|
|
16,996 |
| Accrued liabilities |
|
|
6,783 |
|
|
|
13 |
|
|
|
6,796 |
|
|
|
16,702 |
|
|
|
53 |
|
|
|
16,755 |
| Deferred revenue |
|
|
77,067 |
|
|
|
— |
|
|
|
77,067 |
|
|
|
60,757 |
|
|
|
— |
|
|
|
60,757 |
| Other current liabilities |
|
|
6,001 |
|
|
|
— |
|
|
|
6,001 |
|
|
|
6,446 |
|
|
|
— |
|
|
|
6,446 |
| Total Current Liabilities |
|
|
141,406 |
|
|
|
(95 |
) |
|
|
141,311 |
|
|
|
132,753 |
|
|
|
269 |
|
|
|
133,022 |
| Long-term debt, net |
|
|
1,960,232 |
|
|
|
148,000 |
|
|
|
2,108,232 |
|
|
|
1,407,981 |
|
|
|
148,000 |
|
|
|
1,555,981 |
| Other long-term liabilities and deferred credits |
|
|
7,125 |
|
|
|
— |
|
|
|
7,125 |
|
|
|
7,063 |
|
|
|
— |
|
|
|
7,063 |
| Total Long-term Liabilities |
|
|
1,967,357 |
|
|
|
148,000 |
|
|
|
2,115,357 |
|
|
|
1,415,044 |
|
|
|
148,000 |
|
|
|
1,563,044 |
| Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Partners' Equity |
|
|
1,409,757 |
|
|
|
(1,165,147 |
) |
|
|
244,610 |
|
|
|
1,520,451 |
|
|
|
(1,187,189 |
) |
|
|
333,262 |
| Noncontrolling interests |
|
|
34,136 |
|
|
|
1,537,996 |
|
|
|
1,572,132 |
|
|
|
33,965 |
|
|
|
1,562,187 |
|
|
|
1,596,152 |
| Total Equity |
|
|
1,443,893 |
|
|
|
372,849 |
|
|
|
1,816,742 |
|
|
|
1,554,416 |
|
|
|
374,998 |
|
|
|
1,929,414 |
| Total Liabilities and Equity |
|
|
$ |
3,552,656 |
|
|
|
$ |
520,754 |
|
|
|
$ |
4,073,410 |
|
|
|
$ |
3,102,213 |
|
|
|
$ |
523,267 |
|
|
|
$ |
3,625,480 |
| (1) |
|
Represents the aggregate consolidating adjustments necessary to produce
consolidated financial statements for TEGP. |
|
|
|
|
|
|
|
|
|
|
|
TALLGRASS ENERGY GP, LP
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2017 |
|
|
Three Months Ended March 31, 2016 |
|
|
|
TEP |
|
|
Consolidating
Adjustments (1)
|
|
|
TEGP |
|
|
TEP |
|
|
Consolidating
Adjustments (1)
|
|
|
TEGP |
|
|
|
(in thousands) |
|
|
(in thousands) |
| Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Crude oil transportation services |
|
|
$ |
84,331 |
|
|
|
$ |
— |
|
|
|
$ |
84,331 |
|
|
|
$ |
94,572 |
|
|
|
$ |
— |
|
|
|
$ |
94,572 |
|
| Natural gas transportation services |
|
|
31,685 |
|
|
|
— |
|
|
|
31,685 |
|
|
|
29,280 |
|
|
|
— |
|
|
|
29,280 |
|
| Sales of natural gas, NGLs, and crude oil |
|
|
15,381 |
|
|
|
— |
|
|
|
15,381 |
|
|
|
13,926 |
|
|
|
— |
|
|
|
13,926 |
|
| Processing and other revenues |
|
|
13,003 |
|
|
|
— |
|
|
|
13,003 |
|
|
|
9,390 |
|
|
|
— |
|
|
|
9,390 |
|
| Total Revenues |
|
|
144,400 |
|
|
|
— |
|
|
|
144,400 |
|
|
|
147,168 |
|
|
|
— |
|
|
|
147,168 |
|
| Operating Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of sales (exclusive of depreciation and amortization shown below) |
|
|
12,370 |
|
|
|
— |
|
|
|
12,370 |
|
|
|
13,568 |
|
|
|
— |
|
|
|
13,568 |
|
| Cost of transportation services (exclusive of depreciation and amortization shown
below) |
|
|
13,503 |
|
|
|
— |
|
|
|
13,503 |
|
|
|
13,529 |
|
|
|
— |
|
|
|
13,529 |
|
| Operations and maintenance |
|
|
12,903 |
|
|
|
— |
|
|
|
12,903 |
|
|
|
12,958 |
|
|
|
— |
|
|
|
12,958 |
|
| Depreciation and amortization |
|
|
21,403 |
|
|
|
— |
|
|
|
21,403 |
|
|
|
22,007 |
|
|
|
— |
|
|
|
22,007 |
|
| General and administrative |
|
|
13,663 |
|
|
|
554 |
|
|
|
14,217 |
|
|
|
13,490 |
|
|
|
521 |
|
|
|
14,011 |
|
| Taxes, other than income taxes |
|
|
8,226 |
|
|
|
— |
|
|
|
8,226 |
|
|
|
7,650 |
|
|
|
— |
|
|
|
7,650 |
|
| Gain on disposal of assets |
|
|
(1,448 |
) |
|
|
— |
|
|
|
(1,448 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Total Operating Costs and Expenses |
|
|
80,620 |
|
|
|
554 |
|
|
|
81,174 |
|
|
|
83,202 |
|
|
|
521 |
|
|
|
83,723 |
|
| Operating Income |
|
|
63,780 |
|
|
|
(554 |
) |
|
|
63,226 |
|
|
|
63,966 |
|
|
|
(521 |
) |
|
|
63,445 |
|
| Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
|
(14,689 |
) |
|
|
(1,328 |
) |
|
|
(16,017 |
) |
|
|
(7,499 |
) |
|
|
(1,178 |
) |
|
|
(8,677 |
) |
| Unrealized gain (loss) on derivative instrument |
|
|
1,885 |
|
|
|
— |
|
|
|
1,885 |
|
|
|
(8,946 |
) |
|
|
— |
|
|
|
(8,946 |
) |
| Equity in earnings of unconsolidated investments |
|
|
20,738 |
|
|
|
— |
|
|
|
20,738 |
|
|
|
709 |
|
|
|
— |
|
|
|
709 |
|
| Other income, net |
|
|
70 |
|
|
|
— |
|
|
|
70 |
|
|
|
566 |
|
|
|
— |
|
|
|
566 |
|
| Total Other Income (Expense) |
|
|
8,004 |
|
|
|
(1,328 |
) |
|
|
6,676 |
|
|
|
(15,170 |
) |
|
|
(1,178 |
) |
|
|
(16,348 |
) |
| Net income before tax |
|
|
71,784 |
|
|
|
(1,882 |
) |
|
|
69,902 |
|
|
|
48,796 |
|
|
|
(1,699 |
) |
|
|
47,097 |
|
| Deferred income tax expense |
|
|
— |
|
|
|
(2,664 |
) |
|
|
(2,664 |
) |
|
|
— |
|
|
|
(2,791 |
) |
|
|
(2,791 |
) |
| Net income |
|
|
71,784 |
|
|
|
(4,546 |
) |
|
|
67,238 |
|
|
|
48,796 |
|
|
|
(4,490 |
) |
|
|
44,306 |
|
| Net income attributable to noncontrolling interests |
|
|
(879 |
) |
|
|
(54,330 |
) |
|
|
(55,209 |
) |
|
|
(1,041 |
) |
|
|
(31,991 |
) |
|
|
(33,032 |
) |
| Net income attributable to TEGP |
|
|
$ |
70,905 |
|
|
|
$ |
(58,876 |
) |
|
|
$ |
12,029 |
|
|
|
$ |
47,755 |
|
|
|
$ |
(36,481 |
) |
|
|
$ |
11,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allocation of income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income attributable to TEGP |
|
|
|
|
|
|
|
|
$ |
12,029 |
|
|
|
|
|
|
|
|
|
$ |
11,274 |
|
| Predecessor operations interest in net income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
(3,685 |
) |
| Net income attributable to TEGP, excluding predecessor operations
interest |
|
|
|
|
|
|
|
|
12,029 |
|
|
|
|
|
|
|
|
|
7,589 |
|
| Basic net income per Class A share |
|
|
|
|
|
|
|
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
$ |
0.16 |
|
| Diluted net income per Class A share |
|
|
|
|
|
|
|
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
$ |
0.16 |
|
| Basic average number of Class A shares outstanding |
|
|
|
|
|
|
|
|
58,075 |
|
|
|
|
|
|
|
|
|
47,725 |
|
| Diluted average number of Class A shares outstanding |
|
|
|
|
|
|
|
|
58,165 |
|
|
|
|
|
|
|
|
|
47,725 |
|
| (1) |
|
Represents the aggregate consolidating adjustments necessary to produce
consolidated financial statements for TEGP. |
|
|
|
About Tallgrass Energy
Tallgrass Energy is a family of companies that includes publicly traded partnerships Tallgrass Energy Partners, LP (NYSE: TEP)
and Tallgrass Energy GP, LP (NYSE: TEGP), and privately held Tallgrass Development, LP. Operating across 10 states, Tallgrass is a
growth-oriented midstream energy operator with transportation, storage, terminal and processing assets that serve some of the
nation’s most prolific crude oil and natural gas basins.
To learn more, please visit our website at www.tallgrassenergy.com .
Tallgrass Energy
Investor and Financial Inquiries:
Nate Lien, 913-928-6012
investor.relations@tallgrassenergylp.com
or
Media and Trade Inquiries:
Phyllis Hammond, 913-928-6014
media.relations@tallgrassenergylp.com
View source version on businesswire.com: http://www.businesswire.com/news/home/20170503006154/en/