NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Description of Business
Tallgrass Energy GP, LP ("TEGP" or the "Partnership") is a limited partnership that has elected to be treated as a corporation for U.S. federal income tax purposes. "We," "us," "our" and similar terms refer to TEGP together with its consolidated subsidiaries. TEGP's sole cash-generating asset as of
March 31, 2018
is an approximate
31.43%
controlling membership interest in Tallgrass Equity, LLC ("Tallgrass Equity"). Tallgrass Equity's cash-generating assets consist of the direct and indirect partnership interests in Tallgrass Energy Partners, LP ("TEP") and its membership interest in Rockies Express Pipeline LLC ("Rockies Express") as described below:
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100%
of the outstanding membership interests in Tallgrass MLP GP, LLC ("TEP GP"), which owns the general partner interest in TEP as well as all the TEP incentive distribution rights ("IDRs"). The general partner interest in TEP is represented by
834,391
general partner units, representing an approximate
1.13%
general partner interest in TEP at
March 31, 2018
.
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25,619,218
TEP common units, representing an approximate
34.60%
limited partner interest in TEP at
March 31, 2018
, inclusive of the
5,619,218
TEP common units acquired from Tallgrass Development, LP ("TD") as of February 7, 2018 as described below.
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As of February 7, 2018, TD merged into Tallgrass Development Holdings, LLC, a wholly-owned subsidiary of Tallgrass Equity ("Tallgrass Development Holdings"), and as a result of the merger, Tallgrass Equity acquired a
25.01%
membership in Rockies Express and an additional
5,619,218
TEP common units. As consideration for the acquisition, TEGP and Tallgrass Equity issued
27,554,785
unregistered TEGP Class B shares and Tallgrass Equity units, valued at approximately
$644.8 million
, to the limited partners of TD.
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TEP is a publicly traded, growth-oriented limited partnership formed to own, operate, acquire and develop midstream energy assets in North America. TEP's operations are 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, Bakken, Marcellus, and Utica shale formations.
Our reportable business segments are:
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Natural Gas Transportation—the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities;
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Crude Oil Transportation—the ownership and operation of a FERC-regulated crude oil pipeline system; and
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Gathering, Processing & Terminalling—the ownership and operation of natural gas gathering and processing facilities; crude oil storage and terminalling facilities; the provision of water business services primarily to the oil and gas exploration and production industry; the transportation of NGLs; and the marketing of crude oil and NGLs.
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Natural Gas Transportation.
TEP provides natural gas transportation and storage services for customers in the Rocky Mountain, Midwest and Appalachian regions of the United States through: (1) its
49.99%
membership interest in Rockies Express, which owns the Rockies Express Pipeline, a FERC-regulated natural gas pipeline system extending from Opal, Wyoming and Meeker, Colorado to Clarington, Ohio (the "Rockies Express Pipeline") and its
100%
membership interest in Tallgrass NatGas Operator, LLC ("NatGas"), which operates the Rockies Express Pipeline, (2) the Tallgrass Interstate Gas Transmission system, a FERC-regulated natural gas transportation and storage system located in Colorado, Kansas, Missouri, Nebraska and Wyoming (the "TIGT System"), and (3) the Trailblazer Pipeline system, a FERC-regulated natural gas pipeline system extending from the Colorado and Wyoming border to Beatrice, Nebraska (the "Trailblazer Pipeline"). As discussed in
Note 4
–
Acquisitions and Dispositions
, Tallgrass Equity acquired a
25.01%
membership interest in Rockies Express from TD as of February 7, 2018.
Crude Oil Transportation.
TEP provides crude oil transportation to customers in Wyoming, Colorado, and the surrounding regions through Tallgrass Pony Express Pipeline, LLC ("Pony Express"), which owns a FERC-regulated crude oil pipeline commencing in Guernsey, Wyoming and terminating in Cushing, Oklahoma, and includes a lateral in Northeast Colorado commencing in Weld County, Colorado that interconnects with the pipeline just east of Sterling, Colorado (the "Pony Express System"). In the second quarter of 2018, Pony Express placed into service an extension of the system from a new origin near Platteville, Colorado to the Buckingham Terminal.
Gathering, Processing & Terminalling.
TEP provides natural gas gathering and processing services for customers in Wyoming through: (1) a natural gas gathering system in the Powder River Basin (the "Douglas Gathering System"), (2) the Casper and Douglas natural gas processing facilities, and (3) the West Frenchie Draw natural gas treating facility. TEP also provides NGL transportation services in Northeast Colorado and Wyoming. TEP performs water business services, including freshwater transportation and produced water gathering and disposal, in Colorado, Texas, Wyoming, and North Dakota through BNN Water Solutions, LLC ("Water Solutions"), and crude oil storage and terminalling services through TEP's
100%
membership interest in Tallgrass Terminals, LLC ("Terminals"), which owns and operates crude oil terminals in Colorado, Oklahoma, and Kansas
.
The Gathering, Processing & Terminalling segment also includes Stanchion Energy, LLC ("Stanchion"), which transacts in crude oil.
The term "Terminals Predecessor" refers to Terminals and the term "NatGas Predecessor" refers to NatGas prior to their acquisition by TEP on January 1, 2017. Terminals Predecessor and NatGas Predecessor are collectively referred to as the Predecessor Entities, as further discussed in
Note 2
–
Summary of Significant Accounting Policies
. Financial results for all prior periods have been recast to reflect the operations of the Predecessor Entities. Predecessor Equity as presented in the condensed consolidated financial statements represents the capital account activity of Terminals Predecessor and NatGas Predecessor prior to January 1, 2017.
TEGP Merger Agreement
On March 26, 2018, we announced the execution of a definitive Agreement and Plan of Merger (the "Merger Agreement") pursuant to which we will acquire the approximately
47.6 million
TEP common units held by the public in a share-for-unit merger transaction that is taxable to TEP unitholders for U.S. federal income tax purposes at a ratio of
2.0
Class A shares for each outstanding TEP common unit. As a result of the proposed transaction, TEP's incentive distribution rights will be cancelled, its common units will no longer be publicly traded, and
100%
of its equity interests will be owned by Tallgrass Equity and its subsidiaries. Upon closing of the merger transaction, we will change our name to Tallgrass Energy, LP ("Tallgrass Energy") and will trade on the New York Stock Exchange under the ticker symbol "TGE." Tallgrass Energy will continue to be taxed as a corporation for U.S. federal income tax purposes.
The Merger Agreement has been unanimously approved by the board of directors of our general partner, the conflicts committee of the board of directors of TEP GP, and the board of directors of TEP GP. Subject to customary approvals and conditions, including the approval by holders of a majority of the outstanding TEP common units, the merger is expected to close by the end of the second quarter of 2018.
In connection with the proposed transaction, we filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that included a preliminary proxy statement/prospectus for the TEP unitholders. The registration statement has not yet been declared effective. The description of the proposed transaction above is not a substitute for the proxy statement/prospectus or registration statement or for any other document that TEGP or TEP may file with the SEC and send to TEGP’s and/or TEP’s shareholders or unitholders in connection with the proposed transaction. Investors and security holders of TEGP and TEP are urged to read the proxy statement/prospectus and other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by TEGP or TEP through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by TEGP and TEP will be available free of charge on TEGP’s and TEP’s website at www.tallgrassenergylp.com, in the "Investor Relations" tab near the top of the page.
2. Summary of Significant Accounting Policies
Basis of Presentation
These condensed consolidated financial statements and related notes for the
three months ended March 31, 2018
and
2017
were prepared in accordance with the accounting principles contained in the Financial Accounting Standards Board's Accounting Standards Codification, the single source of accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP for annual periods. The condensed consolidated financial statements for the
three months ended March 31, 2018
and
2017
include all normal, recurring adjustments and disclosures that we believe are necessary for a fair statement of the results for the interim periods. In this report, the Financial Accounting Standards Board is referred to as the FASB and the FASB Accounting Standards Codification is referred to as the Codification or ASC. Certain prior period amounts have been reclassified to conform to the current presentation.
Our financial results for the
three months ended March 31, 2018
are not necessarily indicative of the results that may be expected for the full year ending
December 31, 2018
. The accompanying condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 ("2017 Form 10-K") filed with the SEC on February 13, 2018.
The condensed consolidated financial statements include the accounts of TEGP and its subsidiaries and controlled affiliates. Significant intra-entity items have been eliminated in the presentation. Net income or loss from consolidated subsidiaries that are not wholly-owned by TEGP is attributed to TEGP and noncontrolling interests in accordance with the respective ownership interests.
TEP closed the acquisition of Terminals and NatGas effective January 1, 2017. As the acquisitions of Terminals and NatGas are considered transactions between entities under common control, and a change in reporting entity, the financial information presented has been recast to include Terminals and NatGas for all periods presented.
A variable interest entity ("VIE") is a legal entity that possesses any of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or equity owners who do not have the obligation to absorb expected losses or the right to receive the expected residual returns of the entity. Companies are required to consolidate a VIE if they are its primary beneficiary, which is the enterprise that has a variable interest that could be significant to the VIE and the power to direct the activities that most significantly impact the entity's economic performance. We have presented separately in our condensed consolidated balance sheets, to the extent material, the liabilities of our consolidated VIEs for which creditors do not have recourse to our general credit. Our consolidated VIEs do not have material assets that can only be used to settle specific obligations of the consolidated VIEs. Tallgrass Equity is considered to be a VIE under the applicable authoritative guidance. Based on a qualitative analysis in accordance with the applicable authoritative guidance, we have determined that we are the primary beneficiary as we have the right to receive benefits of Tallgrass Equity that could potentially be significant to Tallgrass Equity. TEP is also considered to be a VIE under the applicable authoritative guidance. Based on a qualitative analysis, we have determined that TEP GP is the primary beneficiary of TEP and we continue to consolidate TEP accordingly.
Use of Estimates
Certain amounts included in or affecting these condensed consolidated financial statements and related disclosures must be estimated, requiring management to make certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods it considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.
Accounting Pronouncement Recently Adopted
Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a comprehensive and converged set of principles-based revenue recognition guidelines which supersede the existing industry and transaction-specific standards. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, entities must apply a five-step process to (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also mandates disclosure of sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The disclosure requirements include qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.
Management has completed its evaluation and implemented the revised guidance using the modified retrospective method as of January 1, 2018. This approach allows us to apply the new standard to (i) all new contracts entered into after January 1, 2018 and (ii) all existing contracts for which all (or substantially all) of the revenue has not been recognized under legacy revenue guidance as of January 1, 2018 through a cumulative adjustment to members' equity. Consolidated revenues presented in the comparative consolidated financial statements for periods prior to January 1, 2018 will not be revised.
On January 1, 2018, we recorded a cumulative effect adjustment to equity of
$44.1 million
, increased the carrying amount of our investment in Rockies Express by
$42.8 million
, and recognized a receivable from Rockies Express of
$1.3 million
. These adjustments relate to the cumulative effect adjustment recorded by Rockies Express of
$125.2 million
upon adoption of ASC 606. The cumulative effect adjustment at Rockies Express arose as a result of the allocation of the transaction price to a series of individual performance obligations in certain long-term transportation contracts with tiered-pricing arrangements. The adjustment increases the carrying amount of our investment in Rockies Express to reflect increased equity in earnings and establishes a receivable for the increased management fee revenue that would have been earned by NatGas during the periods prior to implementation.
Through our review process, we also identified the following changes to our revenue recognition policies that did not result in a cumulative effect adjustment on January 1, 2018:
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Gathering & Processing.
We have determined that a number of our gathering & processing contracts at TMID do not represent customer arrangements under ASC 606. Instead, arrangements deemed to represent wellhead purchases of raw gas will be accounted for as supply arrangements pursuant to ASC 705. As a result, gathering & processing fees previously recognized in revenue will be reported as a reduction to cost of sales under ASC 606.
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Pipeline Loss Allowance.
We have determined that pipeline loss allowance, or PLA, collected under certain crude oil transportation arrangements is a component of the transaction price where the PLA both significantly exceeds actual losses and was negotiated with the intent of providing a revenue stream to TEP. Under ASC 606, PLA barrels retained from customers will be subject to the guidance for noncash consideration and recognized in revenue at their contract inception fair value.
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See
Note 12
–
Revenue from Contracts with Customers
for revenue disclosures related to both the implementation and the additional requirements prescribed by the standard. These new disclosures include information regarding the significant judgments used in evaluating when and how revenue is (or will be) recognized and data related to contract assets and liabilities.
Accounting Pronouncements Not Yet Adopted
ASU No. 2016-02, "Leases (Topic 842)"
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 provides a comprehensive update to the lease accounting topic in the Codification intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in ASU 2016-02 include a revised definition of a lease as well as certain scope exceptions. The changes primarily impact lessee accounting, while lessor accounting is largely unchanged from previous GAAP.
Management is currently evaluating the impact of our pending adoption of ASC 842. The status of our implementation is as follows:
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Management has formed an implementation team that meets to discuss implementation challenges, technical interpretations, industry-specific treatment of certain contract types, and project status.
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Management is in the process of gathering data and reviewing contracts in order to identify all impacted contracts.
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Management is evaluating the potential information technology and internal control changes that will be required for adoption based on the findings from its contract review process.
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Management plans to provide internal training and awareness related to the revised guidance to the key stakeholders throughout its organization.
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The amendments in ASU 2016-02 are effective for public entities for annual reporting periods beginning after December 15, 2018, and for interim periods within that reporting period. Early application is permitted. We are currently evaluating the impact of ASU 2016-02.
3. Variable Interest Entities
TEP is a VIE of which TEP GP, our consolidated subsidiary, is the primary beneficiary. We continue to consolidate TEP accordingly. We have not provided any additional financial support other than TEP GP's initial capital contribution to acquire the general partner interest in TEP and have no contractual commitments or obligations to provide additional financial support to TEP.
TEGP, as the managing member of Tallgrass Equity, has voting rights disproportionate to its ownership interest. As a result, we have determined that Tallgrass Equity is a VIE of which we are the primary beneficiary and we consolidate Tallgrass Equity accordingly. We have not provided any additional financial support to Tallgrass Equity other than our initial capital contribution to acquire a portion of our controlling interest in Tallgrass Equity and have no contractual commitments or obligations to provide additional financial support to Tallgrass Equity.
Other than TEGP's deferred tax asset of approximately
$306.3 million
and
$313.0 million
at
March 31, 2018
and
December 31, 2017
, respectively, the assets and liabilities included in our condensed consolidated balance sheets at
March 31, 2018
and
December 31, 2017
represent the consolidated assets and liabilities of Tallgrass Equity, including the assets and liabilities of TEP.
4. Acquisitions and Dispositions
Acquisition of an Additional
25.01%
Membership Interest in Rockies Express and Additional TEP Common Units
In February 2018, TD merged into Tallgrass Development Holdings, a wholly-owned subsidiary of Tallgrass Equity, and as a result of the merger, Tallgrass Equity acquired a
25.01%
membership interest in Rockies Express and an additional
5,619,218
TEP common units. As consideration for the acquisition, TEGP and Tallgrass Equity issued
27,554,785
unregistered TEGP Class B shares and Tallgrass Equity units, valued at approximately
$644.8 million
based on the closing price on February 6, 2018, to the limited partners of TD. Subsequent to the closing of the transaction, our aggregate membership interest in Rockies Express is
75%
.
The transfer of the Rockies Express membership interest between TD and Tallgrass Equity is considered a transaction between entities under common control, but does not represent a change in reporting entity. As a result of the common control nature of the transaction, the acquisition resulted in the recognition of a noncash deemed contribution representing the excess carrying value of the
25.01%
membership interest in Rockies Express acquired over the fair value of the consideration paid. For further discussion, see
Note 11
-
Partnership Equity and Distributions
. As the aggregate
75%
membership interest does not represent a controlling interest in Rockies Express, TEGP's investment in Rockies Express is recorded under the equity method of accounting and is reported as "Unconsolidated investments" on our condensed consolidated balance sheets. As a result of the common control nature of the transaction, the
25.01%
membership interest in Rockies Express was transferred to Tallgrass Equity at TD's historical carrying amount, including the remaining unamortized basis difference driven by the difference between the fair value of the investment and the book value of the underlying assets and liabilities on November 13, 2012, the date of acquisition by TD. For additional information, see
Note 8
-
Investments in Unconsolidated Affiliates
.
The acquisition of an additional
5,619,218
TEP common units is considered an acquisition of noncontrolling interest and resulted in the recognition of a noncash deemed distribution representing the excess purchase price over the
$53.8 million
carrying value of the
5,619,218
TEP units acquired as of February 7, 2018. For further discussion, see
Note 11
-
Partnership Equity and Distributions
.
As of February 7, 2018, the negative basis difference in Rockies Express carried over from TD was approximately
$376.5 million
. The amount of the basis difference allocated to property, plant and equipment is accreted over
35 years
, which equates to the
2.86%
composite depreciation rate utilized by Rockies Express to depreciate the underlying property, plant and equipment. The amount allocated to long-term debt is amortized over the remaining life of the various debt facilities. At
March 31, 2018
, the basis difference for the membership interests acquired by TEP in May 2016 and March 2017, and by Tallgrass Equity in February 2018 were allocated as follows:
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Basis Difference
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Amortization Period
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(in thousands)
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Long-term debt
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$
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48,455
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2 - 25 years
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Property, plant and equipment
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(1,175,719
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)
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35 years
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Total basis difference
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$
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(1,127,264
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)
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TEP Sale of Tallgrass Crude Gathering
In February 2018, TEP entered into an agreement with an affiliate of Silver Creek Midstream, LLC ("Silver Creek") to sell its
100%
membership interest in Tallgrass Crude Gathering, LLC ("TCG"), which owns a
50
-mile crude oil gathering system in the Powder River Basin, for approximately
$50.0 million
. The sale of TCG closed on February 23, 2018. During the
three months ended March 31, 2018
, TEP recognized a gain of
$9.4 million
on the sale which is presented in the line item "Gain on disposal of assets" in the condensed consolidated statements of income.
Iron Horse Joint Venture
In February 2018, TEP entered into an agreement with Silver Creek to form Iron Horse Pipeline, LLC ("Iron Horse"), a new joint venture pipeline to transport crude oil from the Powder River Basin. During the
three months ended March 31, 2018
, TEP contributed an initial
$3.5 million
and committed to funding its proportionate share of the remaining costs of construction in exchange for a
75%
membership interest in Iron Horse. TEP's investment in Iron Horse is accounted for under the equity method of accounting and reported as "Unconsolidated investments" on the condensed consolidated balance sheets.
TEP Acquisition of Additional
2%
Membership Interest in Pony Express
In February 2018, TEP acquired the remaining
2%
membership interest in Pony Express, along with administrative assets consisting primarily of information technology assets, from TD for cash consideration of approximately
$60 million
, bringing its aggregate membership interest in Pony Express to
100%
. The acquisition of the remaining
2%
membership interest in Pony Express represents a transaction between entities under common control and an acquisition of noncontrolling interests. As a result, financial information for periods prior to the transaction has not been recast to reflect the additional
2%
membership interest. The transaction resulted in a deemed distribution of
$16.2 million
to TEP GP.
TEP Acquisition of BNN North Dakota
In January 2018, TEP acquired
100%
of the membership interests in Buckhorn Energy Services, LLC and Buckhorn SWD Solutions, LLC, which were subsequently merged and renamed BNN North Dakota, LLC ("BNN North Dakota"), for approximately
$95.0 million
, net of cash acquired, subject to working capital adjustments. BNN North Dakota owns a produced water gathering and disposal system in the Bakken basin with approximately
133,000
acres under dedication. The transaction qualifies as an acquisition of a business and is accounted for as a business combination under ASC 805.
The following represents the fair value of assets acquired and liabilities assumed (in thousands):
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Accounts receivable
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$
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2,457
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Inventory
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67
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Property, plant and equipment
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48,900
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Intangible asset
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46,800
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(1)
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Accounts payable and accrued liabilities
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(3,224
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)
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Net identifiable assets acquired (excluding cash)
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$
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95,000
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(1)
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The
$46.8 million
intangible asset acquired represents three major customer relationships. This intangible asset is amortized on a straight-line basis over a period of
8
-
14
years, the remaining terms of the underlying contracts at the time of acquisition.
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At
March 31, 2018
, the assets acquired and liabilities assumed in the acquisition were recorded at provisional amounts based on the preliminary purchase price allocation. TEP is in the process of identifying and measuring all assets acquired and liabilities assumed in the acquisition within the measurement period. Such provisional amounts will be adjusted if necessary to reflect any new information about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of these amounts. Actual revenue and net income attributable to TEGP from BNN North Dakota of
$3.1 million
and
$0.2 million
, respectively, was recognized in the accompanying condensed consolidated statements of income for the period from January 12, 2018 to
March 31, 2018
.
Pro Forma Financial Information
Unaudited pro forma revenue and net income attributable to TEGP for the
three months ended March 31, 2018
and
2017
is presented below as if the acquisition of BNN North Dakota had been completed on January 1, 2017.
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Three Months Ended March 31,
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2018
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2017
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(in thousands)
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Revenue
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$
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179,522
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$
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146,716
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Net income attributable to TEGP
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$
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16,761
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$
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11,939
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The pro forma financial information is not necessarily indicative of what the actual results of operations or financial position of TEGP would have been if the transaction had in fact occurred on the date or for the period indicated, nor does it purport to project the results of operations or financial position of TEGP for any future periods or as of any date. The pro forma financial information does not give effect to any cost savings, operating synergies, or revenue enhancements expected to result from the transaction or the costs to achieve these cost savings, operating synergies, and revenue enhancements.
Acquisition of Deeprock North and Merger with Deeprock Development
In January 2018, Terminals acquired an approximate
38%
membership interest in Deeprock North, LLC ("Deeprock North") from Kinder Morgan Deeprock North Holdco LLC for cash consideration of
$19.5 million
. Immediately following the acquisition, Deeprock North was merged into Deeprock Development, LLC ("Deeprock Development"), and the members of Deeprock North and Deeprock Development received adjusted membership interests in the combined entity. As a result, Terminals recognized additional noncontrolling interests in Deeprock Development of
$31.8 million
. The acquisition of Deeprock North by Deeprock Development has been accounted for as an asset acquisition, with substantially all of the fair value allocated to the long-lived assets acquired based on their relative fair values. After the acquisition and merger, Terminals owns an approximate
60%
membership interest in the combined entity.
5. Related Party Transactions
As a result of our relationship with Tallgrass Energy Holdings, LLC ("Tallgrass Energy Holdings") and its affiliates, we have entered into a number of related party transactions. The following disclosure includes those related party transactions which are not otherwise disclosed in these notes to our condensed consolidated financial statements.
We have no employees. In connection with the closing of the TEP initial public offering on May 17, 2013, TEP and its general partner entered into an Omnibus Agreement with Tallgrass Energy Holdings and certain of its affiliates (the "TEP Omnibus Agreement"). The TEP Omnibus Agreement provides that, among other things, TEP will reimburse Tallgrass Energy Holdings and its affiliates for all expenses they incur and payments they make on TEP's behalf, including the costs of employee and director compensation and benefits as well as the cost of the provision of certain centralized corporate functions performed by Tallgrass Energy Holdings and its affiliates, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology and human resources in each case to the extent reasonably allocable to TEP. In addition, in connection with the closing of our initial public offering on May 12, 2015 (the "TEGP IPO"), TEGP entered into an Omnibus Agreement (the "TEGP Omnibus Agreement") with TEGP Management, LLC, Tallgrass Equity and Tallgrass Energy Holdings.
Totals of transactions with affiliated companies, excluding transactions disclosed elsewhere in these notes, are as follows:
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Three Months Ended March 31,
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2018
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2017
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(in thousands)
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Processing and other revenues
(1)
|
$
|
1,896
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$
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1,632
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Cost of transportation services
(2)
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$
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—
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$
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4,507
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Charges to TEGP:
(3)
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Property, plant and equipment, net
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$
|
—
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$
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293
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Operations and maintenance
|
$
|
—
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$
|
6,277
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General and administrative
|
$
|
—
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$
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9,573
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(1)
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Reflects the fee that NatGas receives as the operator of the Rockies Express Pipeline.
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(2)
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Reflects rent expense for the crude oil storage at the Deeprock Terminal prior to our consolidation of Deeprock Development during the third quarter of 2017
.
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(3)
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Charges to TEGP, inclusive of Tallgrass Equity and TEP, include indirectly charged wages and salaries, other compensation and benefits, and shared services for periods prior to January 1, 2018. Effective January 1, 2018, these costs are incurred by TEP directly and, in the case of certain employee compensation and benefits, paid on TEP's behalf by its affiliate, Tallgrass Management, LLC pursuant to the TEP Omnibus Agreement.
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Details of balances with affiliates included in "Receivable from related parties" and "Accounts payable to related parties" in the condensed consolidated balance sheets are as follows:
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March 31, 2018
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|
December 31, 2017
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(in thousands)
|
Receivable from related parties:
|
|
|
|
Rockies Express Pipeline LLC
|
$
|
4,324
|
|
|
$
|
1,340
|
|
Iron Horse Pipeline, LLC
|
148
|
|
|
—
|
|
Total receivable from related parties
|
$
|
4,472
|
|
|
$
|
1,340
|
|
Accounts payable to related parties:
|
|
|
|
Tallgrass Operations, LLC
(1)
|
$
|
—
|
|
|
$
|
5,342
|
|
Total accounts payable to related parties
|
$
|
—
|
|
|
$
|
5,342
|
|
|
|
(1)
|
Reflects accounts payable for charges to TEGP, inclusive of Tallgrass Equity and TEP, including indirectly charged wages and salaries, other compensation and benefits, and shared services prior to January 1, 2018 as discussed above.
|
Gas imbalances with affiliated shippers are as follows:
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
(in thousands)
|
Affiliate gas imbalance receivables
|
$
|
13
|
|
|
$
|
18
|
|
Affiliate gas imbalance payables
|
$
|
269
|
|
|
$
|
442
|
|
6. Inventory
The components of inventory at
March 31, 2018
and
December 31, 2017
consisted of the following:
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
(in thousands)
|
Crude oil
|
$
|
21,517
|
|
|
$
|
12,792
|
|
Materials and supplies
|
5,914
|
|
|
5,891
|
|
Natural gas liquids
|
607
|
|
|
942
|
|
Gas in underground storage
|
4,109
|
|
|
1,984
|
|
Total inventory
|
$
|
32,147
|
|
|
$
|
21,609
|
|
7. Property, Plant and Equipment
A summary of net property, plant and equipment by classification is as follows:
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
(in thousands)
|
Crude oil pipelines
|
$
|
1,252,262
|
|
|
$
|
1,220,379
|
|
Gathering, processing and terminalling assets
(1)
|
744,515
|
|
|
675,092
|
|
Natural gas pipelines
|
585,483
|
|
|
581,400
|
|
General and other
|
118,355
|
|
|
98,680
|
|
Construction work in progress
|
112,464
|
|
|
97,978
|
|
Accumulated depreciation and amortization
|
(314,364
|
)
|
|
(279,192
|
)
|
Total property, plant and equipment, net
|
$
|
2,498,715
|
|
|
$
|
2,394,337
|
|
|
|
(1)
|
Includes approximately
$46.2 million
and
$40.1 million
of assets associated with the acquisitions of Deeprock North and BNN North Dakota, respectively, in January 2018.
|
8. Investments in Unconsolidated Affiliates
Our investment in Rockies Express is recorded under the equity method of accounting and is reported as "Unconsolidated investments" on our condensed consolidated balance sheets. During the
three months ended March 31, 2018
, we recognized equity in earnings associated with our aggregate
75%
membership interest in Rockies Express of
$67.1 million
, inclusive of the amortization of the negative basis difference, and received distributions from and made contributions to Rockies Express of
$87.8 million
and
$3.2 million
, respectively. As discussed in
Note 4
-
Acquisitions and Dispositions
, Tallgrass Equity acquired an additional
25.01%
membership interest in Rockies Express in February 2018.
Summarized financial information for Rockies Express is as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2018
|
|
2017
|
|
(in thousands)
|
Revenue
|
$
|
230,058
|
|
|
$
|
201,338
|
|
Operating income
|
$
|
128,678
|
|
|
$
|
107,369
|
|
Net income to Members
|
$
|
90,968
|
|
|
$
|
66,250
|
|
9. Risk Management
We enter into derivative contracts with third parties for the purpose of hedging exposures that accompany our normal business activities. Our normal business activities directly and indirectly expose us to risks associated with changes in the market price of crude oil and natural gas, among other commodities. For example, the risks associated with changes in the market price of crude oil and natural gas include, among others (i) pre-existing or anticipated physical crude oil and natural gas sales, (ii) natural gas purchases and (iii) natural gas system use and storage. We have elected not to apply hedge accounting and changes in the fair value of all derivative contracts are recorded in earnings in the period in which the change occurs.
Fair Value of Derivative Contracts
The following table summarizes the fair values of our derivative contracts included in the condensed consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
Location
|
|
March 31, 2018
|
|
December 31, 2017
|
|
|
|
(in thousands)
|
Crude oil derivative contracts
(1)
|
Current assets
|
|
$
|
306
|
|
|
$
|
—
|
|
Crude oil derivative contracts
(1)
|
Current liabilities
|
|
$
|
—
|
|
|
$
|
2,368
|
|
|
|
(1)
|
As of
March 31, 2018
, the fair value shown for crude oil derivative contracts represents the forward sale of
242,000
barrels which will settle throughout the second quarter of 2018. As of
December 31, 2017
, the fair value shown for crude oil derivative contracts represents the forward sale of
356,000
barrels of crude oil which settled in the first quarter of 2018.
|
Effect of Derivative Contracts in the Statements of Income
The following table summarizes the impact of derivative contracts not designated as hedging contracts for the
three months ended March 31,
2018
and
2017
:
|
|
|
|
|
|
|
|
|
|
|
|
Location of gain recognized
in income on derivatives
|
|
Amount of gain recognized in income on derivatives
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2018
|
|
2017
|
|
|
|
(in thousands)
|
Derivatives not designated as hedging contracts:
|
|
|
|
|
|
Crude oil derivative contracts
|
Sales of natural gas, NGLs, and crude oil
|
|
$
|
4,295
|
|
|
$
|
663
|
|
Natural gas derivative contracts
|
Sales of natural gas, NGLs, and crude oil
|
|
$
|
—
|
|
|
$
|
173
|
|
Call option derivative
|
Other income, net
|
|
$
|
—
|
|
|
$
|
1,885
|
|
Call Option Derivative
As part of TEP's acquisition of an additional
31.3%
membership interest in Pony Express effective January 1, 2016, TD granted TEP an
18
month call option at an exercise price of
$42.50
per TEP common unit covering the
6,518,000
TEP common units issued to TD as a portion of the consideration. On
February 1, 2017
, TEP exercised the remainder of the call option covering an additional
1,703,094
common units for a cash payment of
$72.4 million
. These common units were deemed canceled upon the exercise of the call option and as of the applicable exercise date were no longer issued and outstanding.
Credit Risk
We have counterparty credit risk as a result of our use of derivative contracts. Counterparties to our commodity derivatives consist of market participants and major financial institutions. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, regulatory or other conditions. The counterparty to our call option derivative was TD.
Our derivative contracts are entered into with counterparties through central trading organizations such as futures, options or stock exchanges or counterparties outside of central trading organizations. While we typically enter into derivative transactions with investment grade counterparties and actively monitor their credit ratings, it is nevertheless possible that from time to time losses will result from counterparty credit risk in the future. The maximum potential exposure to credit losses on our crude oil derivative contracts at
March 31, 2018
was:
|
|
|
|
|
|
Asset Position
|
|
(in thousands)
|
Gross
|
$
|
306
|
|
Netting agreement impact
|
—
|
|
Cash collateral held
|
—
|
|
Net exposure
|
$
|
306
|
|
As of
March 31, 2018
and
December 31, 2017
, we had
$0.8 million
and
$3.0 million
, respectively, of cash in margin accounts and outstanding letters of credit in support of our commodity derivative contracts.
Fair Value
Derivative assets and liabilities are measured and reported at fair value. Derivative contracts can be exchange-traded or over-the-counter ("OTC"). OTC commodity derivatives are valued using models utilizing a variety of inputs including contractual terms and commodity and interest rate curves. The selection of a particular model and particular inputs to value an OTC derivative contract depends upon the contractual terms of the instrument as well as the availability of pricing information in the market. We use similar models to value similar instruments. For OTC derivative contracts that trade in liquid markets, such as generic forwards and swaps, model inputs can generally be verified and model selection does not involve significant management judgment. Such contracts are typically classified within Level 2 of the fair value hierarchy. The call option granted by TD was valued using a Black-Scholes option pricing model. Key inputs to the valuation model included the term of the option, risk free rate, the exercise price and current market price, expected volatility and expected distribution yield of the underlying units. The call option valuation was classified within Level 2 of the fair value hierarchy as the value was based on significant observable inputs.
The following table summarizes the fair value measurements of our derivative contracts as of
March 31, 2018
and
December 31, 2017
, based on the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 March 31, 2018:
|
|
|
|
|
|
|
|
Crude oil derivative contracts
|
$
|
306
|
|
|
$
|
—
|
|
|
$
|
306
|
|
|
$
|
—
|
|
|
|
|
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 December 31, 2017:
|
|
|
|
|
|
|
|
Crude oil derivative contracts
|
$
|
2,368
|
|
|
$
|
—
|
|
|
$
|
2,368
|
|
|
$
|
—
|
|
10. Long-term Debt
Long-term debt consisted of the following at
March 31, 2018
and
December 31, 2017
:
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
(in thousands)
|
Tallgrass Equity revolving credit facility
|
$
|
124,000
|
|
|
$
|
146,000
|
|
TEP revolving credit facility
|
816,000
|
|
|
661,000
|
|
TEP 5.50% senior notes due September 15, 2024
|
750,000
|
|
|
750,000
|
|
TEP 5.50% senior notes due January 15, 2028
|
750,000
|
|
|
750,000
|
|
Less: Deferred financing costs, net
(1)
|
(17,628
|
)
|
|
(17,737
|
)
|
Plus: Unamortized premium on 2028 Notes
|
3,642
|
|
|
3,730
|
|
Total long-term debt, net
|
$
|
2,426,014
|
|
|
$
|
2,292,993
|
|
|
|
(1)
|
Deferred financing costs, net as presented above relate solely to the 2024 and 2028 Notes. Deferred financing costs associated with our revolving credit facilities are presented in noncurrent assets on our condensed consolidated balance sheets.
|
TEP Senior Unsecured Notes due 2028
On September 15, 2017, TEP and Tallgrass Energy Finance Corp. (the "Co-Issuer" and together with TEP, the "Issuers"), the Guarantors named therein and U.S. Bank, National Association, as trustee, entered into an Indenture dated September 15, 2017 (the "2028 Indenture") pursuant to which the Issuers issued
$500 million
in aggregate principal amount of
5.50%
senior notes due 2028 (the "2028 Notes"). On December 11, 2017, the Issuers issued an additional
$250 million
in aggregate principal amount of the 2028 Notes, which are also governed by the 2028 Indenture. The notes issued on September 15, 2017 and December 11, 2017 are treated as a single class of debt securities and have identical terms, other than the issue date and offering price.
The 2028 Indenture contains covenants that, among other things, limit TEP's ability and the ability of its restricted subsidiaries to: (i) create liens to secure indebtedness; (ii) enter into sale-leaseback transactions; and (iii) consolidate with or merge with or into, or sell substantially all TEP’s properties to, another person. As of
March 31, 2018
, TEP was in compliance with the covenants required under the 2028 Notes.
TEP Senior Unsecured Notes due 2024
On September 1, 2016, the Issuers, the Guarantors named therein and U.S. Bank, National Association, as trustee, entered into an Indenture dated September 1, 2016 (the "2024 Indenture"), pursuant to which the Issuers issued
$400 million
in aggregate principal amount of
5.50%
senior notes due 2024 (the "2024 Notes"). On May 16, 2017, the Issuers issued an additional
$350 million
in aggregate principal amount of the 2024 Notes which are also governed by the 2024 Indenture. The notes issued on September 1, 2016 and May 16, 2017 are treated as a single class of debt securities and have identical terms, other than the issue date, offering price and first interest payment date.
The 2024 Indenture contains covenants that, among other things, limit TEP's ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue preferred units; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests in the event of default or noncompliance with the covenants required, repurchase equity securities or redeem subordinated securities; (iv) make investments; (v) restrict distributions, loans or other asset transfers from TEP's restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of TEP's properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates. As of
March 31, 2018
, TEP was in compliance with the covenants required under the 2024 Notes.
Tallgrass Equity Revolving Credit Facility
The following table sets forth the available borrowing capacity under the Tallgrass Equity revolving credit facility as of
March 31, 2018
and
December 31, 2017
:
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
(in thousands)
|
Total capacity under the Tallgrass Equity revolving credit facility
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Less: Outstanding borrowings under the Tallgrass Equity revolving credit facility
|
(124,000
|
)
|
|
(146,000
|
)
|
Available capacity under the Tallgrass Equity revolving credit facility
|
$
|
26,000
|
|
|
$
|
4,000
|
|
In connection with the TEGP IPO, Tallgrass Equity entered into a
$150 million
senior secured revolving credit facility with Barclays Bank PLC, as administrative agent, and a syndicate of lenders, which will mature on May 12, 2020. Among various other covenants and restrictive provisions, Tallgrass Equity is required to maintain a total leverage ratio of not more than
3.00
to 1.00. As of
March 31, 2018
, Tallgrass Equity was in compliance with the covenants required under the revolving credit facility.
The unused portion of the revolving credit facility is subject to a commitment fee of
0.50%
. As of
March 31, 2018
, the weighted average interest rate on outstanding borrowings under the Tallgrass Equity revolving credit facility was
4.38%
. During the
three months ended March 31, 2018
, Tallgrass Equity's weighted average effective interest rate, including the interest on outstanding borrowings, commitment fees, and amortization of deferred financing costs, was
4.47%
.
TEP Revolving Credit Facility
The following table sets forth the available borrowing capacity under the TEP revolving credit facility as of
March 31, 2018
and
December 31, 2017
:
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
(in thousands)
|
Total capacity under the TEP revolving credit facility
|
$
|
1,750,000
|
|
|
$
|
1,750,000
|
|
Less: Outstanding borrowings under the TEP revolving credit facility
|
(816,000
|
)
|
|
(661,000
|
)
|
Less: Letters of credit issued under the TEP revolving credit facility
|
(94
|
)
|
|
(94
|
)
|
Available capacity under the TEP revolving credit facility
|
$
|
933,906
|
|
|
$
|
1,088,906
|
|
TEP's revolving credit facility contains various covenants and restrictive provisions that, among other things, limit or restrict TEP's ability (as well as the ability of its restricted subsidiaries) to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions, including distributions from available cash, if a default or event of default under the credit agreement then exists or would result therefrom, change the nature of its business, engage in certain mergers or make certain investments and acquisitions, enter into non-arms-length transactions with affiliates and designate certain subsidiaries as "Unrestricted Subsidiaries." In addition, TEP is required to maintain a consolidated leverage ratio of not more than
5.00
to 1.00 (which will be increased to
5.50
to 1.00 for certain measurement periods following the consummation of certain acquisitions), a consolidated senior secured leverage ratio of not more than
3.75
to 1.00 and a consolidated interest coverage ratio of not less than
2.50
to 1.00. As of
March 31, 2018
, TEP was in compliance with the covenants required under its revolving credit facility.
The unused portion of TEP's revolving credit facility is subject to a commitment fee, which ranges from
0.250%
to
0.500%
, based on TEP's total leverage ratio. As of
March 31, 2018
, the weighted average interest rate on outstanding borrowings under the TEP revolving credit facility was
3.27%
. During the
three months ended March 31, 2018
, the weighted average effective interest rate under the TEP revolving credit facility, including the interest on outstanding borrowings under TEP's revolving credit facility, commitment fees, and amortization of deferred financing costs, was
3.53%
.
Fair Value
The following table sets forth the carrying amount and fair value of our long-term debt, which is not measured at fair value in the condensed consolidated balance sheets as of
March 31, 2018
and
December 31, 2017
, but for which fair value is disclosed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 March 31, 2018:
|
|
|
|
|
|
|
|
|
|
Revolving credit facilities
|
$
|
—
|
|
|
$
|
940,000
|
|
|
$
|
—
|
|
|
$
|
940,000
|
|
|
$
|
940,000
|
|
2024 Notes
|
$
|
—
|
|
|
$
|
767,063
|
|
|
$
|
—
|
|
|
$
|
767,063
|
|
|
$
|
740,202
|
|
2028 Notes
|
$
|
—
|
|
|
$
|
754,425
|
|
|
$
|
—
|
|
|
$
|
754,425
|
|
|
$
|
745,812
|
|
As of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
Revolving credit facilities
|
$
|
—
|
|
|
$
|
807,000
|
|
|
$
|
—
|
|
|
$
|
807,000
|
|
|
$
|
807,000
|
|
2024 Notes
|
$
|
—
|
|
|
$
|
771,645
|
|
|
$
|
—
|
|
|
$
|
771,645
|
|
|
$
|
739,824
|
|
2028 Notes
|
$
|
—
|
|
|
$
|
758,168
|
|
|
$
|
—
|
|
|
$
|
758,168
|
|
|
$
|
746,169
|
|
The long-term debt borrowed under the revolving credit facilities is carried at amortized cost. As of
March 31, 2018
and
December 31, 2017
, the fair value of borrowings under the revolving credit facilities approximates the carrying amount of the borrowings using a discounted cash flow analysis. The 2024 and 2028 Notes are carried at amortized cost, net of deferred financing costs. The estimated fair value of the 2024 and 2028 Notes is based upon quoted market prices adjusted for illiquid markets. We are not aware of any factors that would significantly affect the estimated fair value subsequent to
March 31, 2018
.
11. Partnership Equity and Distributions
TEGP Distributions to Holders of Class A Shares
The following table details the distributions for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Date Paid
|
|
Distributions to Class A Shareholders
|
|
Distributions per Class A Share
|
|
|
|
|
(in thousands)
|
|
|
March 31, 2018
|
|
May 15, 2018
(1)
|
|
$
|
28,316
|
|
|
$
|
0.4875
|
|
December 31, 2017
|
|
February 14, 2018
|
|
21,346
|
|
|
0.3675
|
|
September 30, 2017
|
|
November 14, 2017
|
|
20,617
|
|
|
0.3550
|
|
June 30, 2017
|
|
August 14, 2017
|
|
19,891
|
|
|
0.3425
|
|
March 31, 2017
|
|
May 15, 2017
|
|
16,697
|
|
|
0.2875
|
|
|
|
(1)
|
The distribution announced on
March 26, 2018
for the
first quarter
of
2018
will be paid on
May 15, 2018
to Class A shareholders of record at the close of business on
April 30, 2018
.
|
Subsidiary Distributions
TEP Distributions
. The following table shows the distributions for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
|
|
Distribution
per Limited
Partner Common Unit
|
|
|
|
|
Limited Partner
Common Units
|
|
General Partner
|
|
|
|
Three Months Ended
|
|
Date Paid
|
|
Incentive Distribution Rights
|
|
General Partner Units
|
|
Total
|
|
|
|
|
|
(in thousands, except per unit amounts)
|
March 31, 2018
|
|
May 15, 2018
(1)
|
|
$
|
71,370
|
|
|
$
|
39,816
|
|
|
$
|
1,267
|
|
|
$
|
112,453
|
|
|
$
|
0.9750
|
|
December 31, 2017
|
|
February 14, 2018
|
|
70,638
|
|
|
39,125
|
|
|
1,251
|
|
|
111,014
|
|
|
0.9650
|
|
September 30, 2017
|
|
November 14, 2017
|
|
69,174
|
|
|
37,744
|
|
|
1,219
|
|
|
108,137
|
|
|
0.9450
|
|
June 30, 2017
|
|
August 14, 2017
|
|
67,671
|
|
|
36,342
|
|
|
1,186
|
|
|
105,199
|
|
|
0.9250
|
|
March 31, 2017
|
|
May 15, 2017
|
|
60,486
|
|
|
29,840
|
|
|
1,040
|
|
|
91,366
|
|
|
0.8350
|
|
|
|
(1)
|
The distribution announced on
March 26, 2018
for the
first quarter
of
2018
will be paid on
May 15, 2018
to unitholders of record at the close of business on
April 30, 2018
.
|
Exchange Rights
Our current Class B shareholders (collectively, the "Exchange Right Holders") own an equal number of Tallgrass Equity units. The Exchange Right Holders, and any permitted transferees of their Tallgrass Equity units, each have the right to exchange all or a portion of their Tallgrass Equity units for Class A shares at an exchange ratio of one Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. The Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares are transferred by the exercising party to us. Upon such exchange, we will cancel the Class B shares received from the exercising party.
TEP Equity Distribution Agreements
TEP has active equity distribution agreements pursuant to which it may sell from time to time through a group of managers, as its sales agents, TEP common units representing limited partner interests having an aggregate offering price of up to
$100.2 million
and
$657.5 million
. Net cash proceeds from any sale of the TEP common units may be used for general partnership purposes, which includes, among other things, TEP's exercise of the call option with respect to the
6,518,000
common units issued to TD in connection with TEP's acquisition of an additional
31.3%
of Pony Express in January 2016, repayment or refinancing of debt, funding for acquisitions, capital expenditures and additions to working capital. During the
three months ended March 31, 2018
, TEP did not issue any common units under its equity distribution agreements.
During the
three months ended March 31, 2017
, TEP issued and sold
2,087,647
common units with a weighted average sales price of
$48.23
per unit under its equity distribution agreements for net cash proceeds of approximately
$99.4 million
(net of approximately
$1.3 million
in commissions and professional service expenses).
Repurchase of TEP Common Units Owned by TD
Following an offer received from TD with respect to TEP common units owned by TD not subject to the call option, TEP repurchased
736,262
TEP common units from TD at an aggregate price of approximately
$35.3 million
, or
$47.99
per common unit, on
February 1, 2017
, which was approved by the conflicts committee of the board of directors of TEP's general partner. These common units were deemed canceled upon our purchase and as of such transaction date were no longer issued and outstanding.
Noncontrolling Interests
As of
March 31, 2018
, noncontrolling interests in our subsidiaries consisted of a
68.57%
interest in Tallgrass Equity held by the Exchange Right Holders, the
64.27%
limited partner interest in TEP held by the public TEP unitholders, and a
40%
membership interest in Deeprock Development. During the
three months ended March 31, 2018
, we recognized contributions from and distributions to noncontrolling interests of
$0.2 million
and
$89.1 million
, respectively. Contributions from noncontrolling interests consisted primarily of contributions from TD to Pony Express. Distributions to noncontrolling interests consisted of distributions to TEP unitholders of
$51.3 million
, Tallgrass Equity distributions to the Exchange Right Holders of
$36.4 million
, and distributions to Deeprock and Pony Express noncontrolling interests of
$1.3 million
.
During the
three months ended March 31, 2017
, we recognized contributions from and distributions to noncontrolling interests of
$0.7 million
and
$71.4 million
, respectively. Contributions from noncontrolling interests consisted primarily of contributions from TD to Pony Express. Distributions to noncontrolling interests consisted of distributions to TEP unitholders of
$42.5 million
, Tallgrass Equity distributions to the Exchange Right Holders of
$27.5 million
and distributions to Pony Express noncontrolling interests of
$1.4 million
.
Other Contributions and Distributions
During the
three months ended March 31, 2018
, TEGP recognized the following other contributions and distributions:
|
|
•
|
TEGP was deemed to have made a noncash capital distribution of
$198.0 million
, which represents the excess purchase price over the
$53.8 million
carrying value of the
5,619,218
TEP units acquired as of February 7, 2018; and
|
|
|
•
|
TEGP was deemed to have received a noncash capital contribution of
$108.5 million
, which represents the excess carrying value of the
25.01%
membership interest in Rockies Express acquired as of February 7, 2018 over the fair value of the consideration paid.
|
During the
three months ended March 31, 2017
, TEGP recognized the following other contributions and distributions:
|
|
•
|
TEP received contributions from TD of
$2.3 million
primarily to indemnify TEP for costs associated with Trailblazer's Pipeline Integrity Management Program, as discussed in
Note 15
–
Legal and Environmental Matters
.
|
12. Revenue from Contracts with Customers
Implementation of ASC Topic 606
As discussed in
Note 2
–
Summary of Significant Accounting Policies
, we adopted the guidance in ASC Topic 606 effective January 1, 2018 using the modified retrospective method of adoption. As a result, revenue reported for the
three months ended March 31, 2017
has not been revised. The following tables provide the impact of the guidance on our condensed consolidated balance sheet as of
March 31, 2018
and the condensed consolidated statement of income for the
three months ended March 31, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
|
As currently reported
|
|
Under previous guidance
|
|
Impact of ASC Topic 606
|
|
|
(in thousands)
|
|
Unconsolidated investments
|
$
|
1,446,039
|
|
|
$
|
1,392,894
|
|
|
$
|
53,145
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
|
As currently reported
|
|
Under previous guidance
|
|
Impact of ASC Topic 606
|
|
|
(in thousands)
|
|
Crude oil transportation services
|
$
|
84,738
|
|
|
$
|
84,466
|
|
|
$
|
272
|
|
(2)
|
Sales of natural gas, NGLs, and crude oil
|
$
|
38,145
|
|
|
$
|
39,245
|
|
|
$
|
(1,100
|
)
|
(3)
|
Processing and other revenues
|
$
|
24,015
|
|
|
$
|
25,525
|
|
|
$
|
(1,510
|
)
|
(1)(3)
|
Cost of sales
|
$
|
26,351
|
|
|
$
|
28,845
|
|
|
$
|
(2,494
|
)
|
(2)(3)
|
Equity in earnings of unconsolidated investments
|
$
|
68,402
|
|
|
$
|
58,123
|
|
|
$
|
10,279
|
|
(1)
|
Net income attributable to TEGP
|
$
|
16,735
|
|
|
$
|
15,053
|
|
|
$
|
1,682
|
|
|
Basic net income per Class A share
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
0.03
|
|
|
Diluted net income per Class A share
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
0.03
|
|
|
|
|
(1)
|
Reflects the impact on our investment in Rockies Express and the management fee collected by NatGas of the cumulative effect adjustment at Rockies Express, which arose as a result of the allocation of the transaction price to a series of individual performance obligations in certain long-term transportation contracts with tiered-pricing arrangements. The adjustment increases the carrying amount of our investment in Rockies Express to reflect increased equity in earnings and establishes a receivable for the increased management fee revenue that would have been earned by NatGas.
|
|
|
(2)
|
Reflects the impact to revenue and cost of sales to value PLA barrels collected under certain crude oil transportation arrangements at their contract inception fair value in revenue and record an associated lower of cost or net realizable value adjustment in cost of sales.
|
|
|
(3)
|
Reflects the reclassification of certain gathering and processing fees collected under arrangements determined to be supply arrangements, rather than customer arrangements under ASC 606, to cost of sales and the reclassification of certain commodities retained as consideration for processing services to processing fee revenue.
|
Disaggregated Revenue
A summary of our revenue by line of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
Natural Gas Transportation segment
|
|
Crude Oil Transportation segment
|
|
Gathering, Processing, & Terminalling segment
|
|
Corporate and Other
|
|
Total Revenue
|
|
(in thousands)
|
Crude oil transportation - committed shipper revenue
|
$
|
—
|
|
|
$
|
84,738
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,738
|
|
Natural gas transportation - firm service
|
33,334
|
|
|
—
|
|
|
—
|
|
|
(1,883
|
)
|
|
31,451
|
|
Water business services
|
—
|
|
|
—
|
|
|
13,204
|
|
|
—
|
|
|
13,204
|
|
Natural gas gathering & processing fees
|
—
|
|
|
—
|
|
|
5,044
|
|
|
—
|
|
|
5,044
|
|
All other
(1)
|
2,630
|
|
|
3,319
|
|
|
5,706
|
|
|
(6,088
|
)
|
|
5,567
|
|
Total service revenue
|
35,964
|
|
|
88,057
|
|
|
23,954
|
|
|
(7,971
|
)
|
|
140,004
|
|
Natural gas liquids sales
|
—
|
|
|
—
|
|
|
23,609
|
|
|
—
|
|
|
23,609
|
|
Natural gas sales
|
238
|
|
|
—
|
|
|
7,847
|
|
|
—
|
|
|
8,085
|
|
Crude oil sales
|
—
|
|
|
1,909
|
|
|
247
|
|
|
—
|
|
|
2,156
|
|
Total commodity sales revenue
|
238
|
|
|
1,909
|
|
|
31,703
|
|
|
—
|
|
|
33,850
|
|
Total revenue from contracts with customers
|
36,202
|
|
|
89,966
|
|
|
55,657
|
|
|
(7,971
|
)
|
|
173,854
|
|
Other revenue
(2)
|
—
|
|
|
—
|
|
|
8,181
|
|
|
(2,941
|
)
|
|
5,240
|
|
Total revenue
(3)
|
$
|
36,202
|
|
|
$
|
89,966
|
|
|
$
|
63,838
|
|
|
$
|
(10,912
|
)
|
|
$
|
179,094
|
|
|
|
(1)
|
Includes revenue from crude oil terminal services, interruptible natural gas transportation and storage, and natural gas park and loan service.
|
|
|
(2)
|
Includes lease and derivative revenue not subject to ASC 606.
|
|
|
(3)
|
Excludes
$230.1 million
of revenue recognized at Rockies Express for the
three months ended March 31, 2018
. See
Note 8
–
Investments in Unconsolidated Affiliates
for additional information about our investment in Rockies Express.
|
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation and are billed and collected monthly.
All of our segments engage in commodity sales, in which our performance obligations include an obligation to deliver the specified volume of a commodity to the designated receipt point. Revenue from commodity sales is recognized at a point in time when the customer obtains control of the commodity, typically upon delivery to the designated delivery point when the customer accepts and takes possession of the commodity.
In the Natural Gas Transportation segment, our performance obligations typically include an obligation to stand ready to provide natural gas transportation, storage, or an integrated transportation and storage service over the life of the contract, which is a series. These performance obligations are satisfied over time using each day of service to measure progress toward satisfaction of the performance obligation.
In the Crude Oil Transportation segment, our performance obligations typically include an obligation to provide crude oil transportation services over the life of the contract, which is a series. These performance obligations are satisfied over time using barrels delivered to measure progress toward satisfaction of the performance obligation.
In the Gathering, Processing & Terminalling segment, the performance obligations vary based on the operating asset and type of contract. In our natural gas gathering and processing arrangements, performance obligations typically include an obligation to provide an integrated processing service over the life of the contract, which is a series. These performance obligations are satisfied over time using each unit of gas processed to measure progress toward satisfaction of the performance obligation. In our freshwater supply arrangements, performance obligations typically include an obligation to deliver a specified volume of water to the designated receipt point. These performance obligations are satisfied at a point in time when the customer obtains control of the water. In our produced water gathering and disposal arrangements, performance obligations typically include an obligation to provide an integrated produced water gathering and disposal service over the life of the contract, which is a series. These performance obligations are satisfied over time using barrels disposed to measure progress toward satisfaction of the performance obligation.
On
March 31, 2018
, we had
$1.7 billion
of remaining performance obligations at our consolidated subsidiaries, which we refer to as total backlog. Total backlog includes performance obligations under long-term crude oil transportation contracts with committed shippers, natural gas firm transportation and firm storage contracts, and certain water business service contracts with minimum volume commitments, and excludes variable consideration that is not estimated at contract inception, as discussed further below. We expect to recognize the total backlog during the remainder of
2018
and future periods as follows (in thousands):
|
|
|
|
|
|
Year
|
|
Estimated Revenue
|
|
2018
|
|
$
|
387,826
|
|
2019
|
|
488,919
|
|
2020
|
|
317,235
|
|
2021
|
|
138,686
|
|
2022
|
|
129,548
|
|
Thereafter
|
|
271,311
|
|
Total
|
|
$
|
1,733,525
|
|
Contract Estimates
Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue. Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include the anticipated volumes of crude oil expected to be delivered by our customers for transport in future periods.
The nature of our contracts gives rise to several types of variable consideration, including PLA, volumetric charges for actual volumes delivered, overrun charges, and other fees that are contingent on the actual volumes delivered by our customers. As the amount of variable consideration is allocable to each distinct performance obligation within the series of performance obligations that comprise the single performance obligation, we do not estimate the total variable consideration for the single overall performance obligation because the uncertainty related to the consideration is resolved each month as the distinct service is provided. Consequently, we are able to include in the transaction price each month the actual amount of variable consideration because no uncertainty exists surrounding the services provided that month.
Certain of our contracts include provisions in which a portion of the consideration is noncash. In our Crude Oil Transportation segment, we collect PLA from our customers. As crude oil is transported, we earn, and take title to, a portion of the oil transported for our services. Any PLA that remains after replacing losses in transit can be sold. Where PLA is determined to be a component of compensation for the transportation services provided, crude oil retained is recognized in revenue at its contract inception fair value. In our Gathering, Processing & Terminalling segment, we retain commodity products as consideration under certain of our gathering and processing arrangements. Processing fee revenue is recorded when the performance obligation is completed based on the value of the product received at the time services are performed. At this time, the variability of the non-cash consideration related to both form (price) and other-than-form (volume and product mix), which are interrelated, is resolved.
As a significant change in one or more of these estimates could affect the amount and timing of revenue recognized under our customer contracts, we review and update our contract-related estimates regularly.
Contract Balances
The timing of revenue recognition, billings, and cash collections may result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on our condensed consolidated balance sheets. Revenue is generally billed and collected monthly based on services provided or commodity volumes sold. In our Crude Oil Transportation segment, we recognize shipper deficiencies, or deferred revenue, for barrels committed by the customer to be transported in a month but not physically received by us for transport or delivered to the customers' agreed upon destination point. These shipper deficiencies are charged at the committed tariff rate per barrel and recorded as a contract liability until the barrels are physically transported and delivered, or when the likelihood that the customer will utilize the deficiency balance becomes remote. We also recognize contract liabilities, in the form of deferred revenue, under certain water business services contracts in the Gathering, Processing & Terminalling segment. Contract balances as of
March 31, 2018
were as follows:
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
January 1, 2018
|
|
(in thousands)
|
Accounts receivable from contracts with customers
|
$
|
68,039
|
|
|
$
|
61,888
|
|
Other accounts receivable
|
63,362
|
|
|
56,727
|
|
Accounts receivable, net
|
$
|
131,401
|
|
|
$
|
118,615
|
|
|
|
|
|
Deferred revenue from contracts with customers
(1)
|
$
|
99,922
|
|
|
$
|
88,471
|
|
|
|
(1)
|
Revenue recognized during the
three months ended March 31, 2018
that was included in the deferred revenue balance at the beginning of the period was
$3.1 million
. This revenue primarily represented the utilization of shipper deficiencies at Pony Express.
|
13. Net Income per Class A Share
Basic net income per Class A share is determined by dividing net income attributable to TEGP by the weighted average number of outstanding Class A shares during the period. Class B shares do not share in the earnings of the Partnership. Accordingly, basic and diluted net income per Class B share has not been presented.
Diluted net income per Class A share is determined by dividing net income attributable to TEGP by the weighted average number of outstanding diluted Class A shares during the period. For purposes of calculating diluted net income per Class A share, we considered the impact of possible future exercises of the Exchange Right by the Exchange Right Holders on both net income attributable to TEGP and the diluted weighted average number of Class A shares outstanding. The Exchange Right Holders refers to the group of persons who collectively own all TEGP's outstanding Class B shares and an equivalent number of Tallgrass Equity units. The Exchange Right Holders are entitled to exercise the right to exchange their Tallgrass Equity units (together with an equivalent number of TEGP Class B shares) for TEGP Class A shares at an exchange ratio of one TEGP Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. The Exchange Right Holders primarily consist of Kelso & Company and its affiliated investment funds, The Energy & Minerals Group and its affiliated investment funds, and Tallgrass KC, LLC, which is an entity owned by certain members of TEGP's and TEP's management.
Pursuant to the TEGP partnership agreement and the Tallgrass Equity limited liability company agreement, our capital structure and the capital structure of Tallgrass Equity will generally replicate one another in order to maintain the one-for-one exchange ratio between the Tallgrass Equity units and Class B shares, on the one hand, and our Class A shares, on the other hand. As a result, the exchange of any Class B shares for Class A shares does not have a dilutive effect on basic net income per Class A share.
The following table illustrates the calculation of net income per Class A share for the
three months ended March 31, 2018
and
2017
:
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2018
|
|
2017
|
|
(in thousands, except per unit amounts)
|
Basic Net Income per Class A Share
|
|
|
|
Net income attributable to TEGP
|
$
|
16,735
|
|
|
$
|
12,029
|
|
Basic weighted average Class A Shares outstanding
|
58,085
|
|
|
58,075
|
|
Basic net income per Class A share
|
$
|
0.29
|
|
|
$
|
0.21
|
|
Diluted Net Income per Class A Share
|
|
|
|
Net income attributable to TEGP
|
$
|
16,735
|
|
|
$
|
12,029
|
|
Incremental net income attributable to TEGP including the effect of the assumed issuance of Equity Participation Shares
|
69
|
|
|
8
|
|
Net income attributable to TEGP including incremental net income from assumed issuance of Equity Participation Shares
|
$
|
16,804
|
|
|
$
|
12,037
|
|
Basic weighted average Class A Shares outstanding
|
58,085
|
|
|
58,075
|
|
Equity Participation Shares equivalent shares
|
125
|
|
|
90
|
|
Diluted weighted average Class A Shares outstanding
|
58,210
|
|
|
58,165
|
|
Diluted net income per Class A Share
|
$
|
0.29
|
|
|
$
|
0.21
|
|
14. Regulatory Matters
There are no regulatory proceedings challenging the rates of Pony Express, Rockies Express, Tallgrass Interstate Gas Transmission, LLC ("TIGT") or Trailblazer Pipeline Company LLC ("Trailblazer"). We have made certain regulatory filings with the FERC, including the following:
Pony Express
On May 22, 2017 and May 31, 2017, Pony Express made tariff filings with the FERC in Docket Nos. IS17-263-000, IS17-464-000, and IS17-465-000 to increase the contract and non-contract rates by an amount reflecting the most recent FERC annual index adjustment of approximately
0.2%
, which became effective July 1, 2017.
On November 30, 2017, Pony Express filed with the FERC in Docket No. IS18-60-000 certain changes to its tariffs to reflect the addition of two new destination points, which became effective January 1, 2018.
On December 29, 2017, Pony Express filed with the FERC in Docket No. IS18-113-000 certain changes to its tariffs to reflect a new origin point in Rooks County, Kansas, which became effective on February 1, 2018.
On February 28, 2018, Pony Express filed with the FERC in Docket No. IS18-199-000 certain changes to its tariffs to reflect a new origin point in Platteville, Colorado, which became effective on April 1, 2018.
On March 1, 2018, Pony Express submitted proposed revisions to its Rules and Regulations Tariff in Docket No. IS18-204-000 to establish the right to accept "Specialty Batches" of oil that do not conform to the Quality Specifications reflected in the tariff, provided that the acceptance is operationally feasible. These tariff changes became effective on April 1, 2018.
On April 11, 2018, Pony Express filed with the FERC in Docket No. IS18–267–000 certain changes to its tariffs to reflect additional contract rates from a new origin point in Platteville, Colorado, which are proposed to become effective on May 1, 2018.
Rockies Express
Rockies Express Zone 3 Capacity Enhancement Project – FERC Docket No. CP15-137-000
On March 31, 2015 in Docket No. CP15-137-000, Rockies Express filed with the FERC an application for authorization to construct and operate (1) three new mainline compressor stations located in Pickaway and Fayette Counties, Ohio and Decatur County, Indiana; (2) additional compressors at an existing compressor station in Muskingum County, Ohio; and (3) certain ancillary facilities. The facilities increased the Rockies Express Zone 3 east-to-west mainline capacity by
0.8
Bcf/d. Pursuant to the FERC's obligations under the National Environmental Policy Act, FERC staff issued an Environmental Assessment for the project on August 31, 2015. On February 25, 2016, the FERC issued a Certificate of Public Convenience and Necessity authorizing Rockies Express to proceed with the project. On March 14, 2016, Rockies Express commenced construction of the project facilities. The project was placed in-service for the full
0.8
Bcf/d on January 6, 2017.
Electric Power Charge Clarification - FERC Docket No. RP17-285
On December 21, 2016, in Docket No. RP17-285, Rockies Express proposed certain revisions to the General Terms and Conditions of its tariff to clarify that the electric power costs associated with the operation of gas coolers installed in association with the Zone 3 Capacity Enhancement Project at both electric and gas powered stations, will be included in the Power Cost Tracker. Several shippers submitted comments on the proposal. The FERC issued an order on January 19, 2017 accepting the proposed revisions permitting the recovery of electric power costs from the operation of both gas and electric powered compressor stations, subject to certain clarifications.
2017 Annual and Interim FERC Fuel Tracking Filings - FERC Docket Nos. RP17-401 and RP17-1064
On February 13, 2017, in Docket No. RP17-401, Rockies Express made its annual fuel and power cost tracker filing with a proposed effective date of April 1, 2017. The FERC issued an order accepting the filing, including certain requested waivers, on March 21, 2017. On September 20, 2017, Rockies Express made its interim fuel tracker filing in Docket No. RP17-1064 with a proposed effective date of November 1, 2017. The FERC issued an order accepting the filing on October 18, 2017.
Increased Frequency of FL&U and PCT Adjustments - FERC Docket No. RP18-228
On December 1, 2017, in Docket No. RP18-228, Rockies Express made a filing with the FERC to increase the frequency in which it may adjust fixed fuel and lost and unaccounted for retainages and power cost tracker charges during the year so that its recovery of fixed fuel and lost and unaccounted for charges and power costs more closely track usage. Rockies Express proposed an effective date of April 1, 2018. The comment period ended on December 13, 2017, and no parties opposed Rockies Express’ filing. On April 4, 2018, the FERC issued a letter order accepting Rockies Express’s proposal, subject to certain modifications. Rockies Express submitted a compliance filing reflecting the approved tariff provisions and requested modifications on April 10, 2018. No comments on the compliance filing were submitted by the comment deadline of April 16, 2018. On April 18, 2018, the FERC issued an order accepting Rockies Express’s compliance filing effective April 19, 2018.
2018 Annual FERC Fuel Tracking Filing - FERC Docket No. RP18-453
On February 20, 2018, in Docket No. RP18-453, Rockies Express made its annual fuel and power cost tracker filing with a proposed effective date of April 1, 2018. The FERC issued an order accepting the filing on March 19, 2018.
Cheyenne Hub Enhancement Project - FERC Docket CP18-103
On March 2, 2018, Rockies Express submitted an application pursuant to section 7(c) of the Natural Gas Act for a certificate of public convenience and necessity authorizing the construction and operation of certain booster compressor units and ancillary facilities located at the Cheyenne Hub in Weld County, Colorado that will enable Rockies Express to provide a new hub service allowing for firm receipts and deliveries between Rockies Express and certain other interconnected pipelines at the Cheyenne Hub. Rockies Express filed this certificate application in conjunction with a concurrently filed certificate application by Cheyenne Connector, LLC ("Cheyenne Connector") for the Cheyenne Connector Pipeline Project further described below. The comment period for the Cheyenne Hub Enhancement Project closed on April 9, 2018. To date, various comments have been filed by market participants regarding the proposed project.
Cheyenne Connector
Cheyenne Connector Pipeline Project - FERC Docket CP18-102
On March 2, 2018, Cheyenne Connector, an indirect wholly-owned subsidiary of TEP, submitted an application pursuant to section 7(c) of the Natural Gas Act for a certificate of public convenience and necessity to construct and operate a
70
-mile
36
inch pipeline to transport natural gas from multiple gas processing plants in Weld County, Colorado to Rockies Express’s Cheyenne Hub. The comment period for the Cheyenne Connector Pipeline Project closed on April 9, 2018. To date, various comments have been filed by market participants regarding the proposed project.
TIGT
General Rate Case Filing - FERC Docket No. RP16-137-000, et seq.
On October 30, 2015, in Docket No. RP16-137-000,
et seq.
, TIGT filed a general rate case with the FERC pursuant to Section 4 of the National Gas Act ("NGA"). The general rate case was ultimately resolved via settlement, which the FERC approved on November 2, 2016, and a compliance filing that modernized TIGT's FERC Gas Tariff, consistent with prior FERC orders, which the FERC accepted on March 16, 2017. Per the terms of the settlement, TIGT is required to file a new general rate case on May 1, 2019 (provided that such rate case is not pre-empted by a pre-filing settlement).
2017 Annual Fuel Tracker Filing - FERC Docket No. RP17-428-000
On February 27, 2017, in Docket No. RP17-428-000, TIGT made its annual fuel tracker filing with a proposed effective date of April 1, 2017. The filing incorporated the FL&U tracker and power cost tracker mechanisms agreed to in the TIGT Rate Case Settlement. The FERC accepted the filing on March 21, 2017.
Electric Power Charge Clarification - FERC Docket No. RP17-1051-000
On September 15, 2017, in Docket No. RP17-1051-000, TIGT proposed certain revisions to its tariff to clarify, amongst other things, that the electric power costs associated with the operation of gas coolers at both electric and gas powered stations are properly included in the Power Cost Tracker. The FERC issued an order on October 3, 2017 accepting the proposed revisions.
2018 Annual Fuel Tracker Filing - FERC Docket No. RP18-533-000
On March 1, 2018, in Docket No. RP18-533-000, TIGT made its annual fuel tracker filing with a proposed effective date of April 1, 2018. The FERC accepted the filing on March 22, 2018.
Trailblazer
2017 Annual and Interim Fuel Tracker Filings - FERC Docket Nos. RP17-549-000 and RP17-1052-000
On March 22, 2017, in Docket No. RP17-549-000, Trailblazer made its annual fuel tracker filing with a proposed effective date of May 1, 2017. The FERC accepted the filing on April 19, 2017. On September 15, 2017, Trailblazer made its interim fuel tracker filing in Docket No. RP17-1052-000 with a proposed effective date of November 1, 2017. The FERC accepted the filing on October 13, 2017.
2018 Annual Fuel Tracker Filing - FERC Docket No. RP18-580-000
On March 22, 2018, in Docket No. in Docket No. RP18-580-000, Trailblazer made its annual fuel tracker filing with a proposed effective date of May 1, 2018. The FERC accepted the filing on April 20, 2018.
15. Legal and Environmental Matters
Legal
In addition to the matters discussed below, we are a defendant in various lawsuits arising from the day-to-day operations of our business. Although no assurance can be given, we believe, based on our experiences to date, that the ultimate resolution of such routine items will not have a material adverse impact on our business, financial position, results of operations, or cash flows.
We have evaluated claims in accordance with the accounting guidance for contingencies that we deem both probable and reasonably estimable and, accordingly, have recorded no reserve for legal claims as of
March 31, 2018
or
December 31, 2017
.
Rockies Express
Ultra Resources
In early 2016, Ultra Resources, Inc. ("Ultra") defaulted on its firm transportation service agreement for approximately
0.2
Bcf/d through November 11, 2019. In late March 2016, Rockies Express terminated Ultra's service agreement. On April 14, 2016, Rockies Express filed a lawsuit against Ultra for breach of contract and damages in Harris County, Texas, seeking approximately
$303 million
in damages and other relief. On April 29, 2016, Ultra and certain of its debtor affiliates filed for protection under Chapter 11 of the United States Bankruptcy Code in United States Bankruptcy Court for the Southern District of Texas, which operated as a stay of the Harris County state court proceeding.
On January 12, 2017, Rockies Express and Ultra entered into an agreement to settle Rockies Express' approximately
$303 million
claim against Ultra. In accordance with the settlement agreement, Ultra made a cash payment to Rockies Express of
$150 million
on July 12, 2017, and entered into a new, seven-year firm transportation agreement with Rockies Express commencing December 1, 2019, for west-to-east service of
0.2
Bcf/d at a rate of approximately
$0.37
per dth/d, or approximately
$26.8 million
annually. TEP received its proportionate distribution from the cash settlement payment in July 2017.
Environmental, Health and Safety
We are subject to a variety of federal, state and local laws that regulate permitted activities relating to air and water quality, waste disposal, and other environmental matters. We believe that compliance with these laws will not have a material adverse impact on our business, cash flows, financial position or results of operations. However, there can be no assurances that future events, such as changes in existing laws, the promulgation of new laws, or the development of new facts or conditions will not cause us to incur significant costs. We had environmental reserves of
$7.7 million
at
March 31, 2018
and
December 31, 2017
.
Rockies Express
Seneca Lateral
On January 31, 2018, Rockies Express experienced an operational disruption on its Seneca Lateral due to a pipe rupture and natural gas release in a rural area in Noble County, Ohio. There were no injuries reported and no evacuations. The release required Rockies Express to shut off the flow through the segment until February 27, 2018, when temporary repairs were completed allowing the segment to be placed back into service. Total cost of remediation is expected to be approximately
$4.8 million
prior to any insurance recoveries. A root cause investigation is ongoing.
TMID
Casper Plant, EPA Notice of Violation
In August 2011, the EPA and the Wyoming Department of Environmental Quality ("WDEQ") conducted an inspection of the Leak Detection and Repair ("LDAR") Program at the Casper Gas Plant in Wyoming. In September 2011, Tallgrass Midstream, LLC ("TMID") received a letter from the EPA alleging violations of the Standards of Performance of Equipment Leaks for Onshore Natural Gas Processing Plant requirements under the Clean Air Act. TMID received a letter from the EPA concerning settlement of this matter in April 2013 and received additional settlement communications from the EPA and Department of Justice beginning in July 2014. Settlement negotiations are continuing, including the expected inclusion of TIGT as a party to any possible settlement as a result of TIGT owning a compressor that is located adjacent to the Casper Gas Plant site.
Casper Gas Plant
On November 25, 2014, WDEQ issued a Notice of Violation for violations of Part 60 Subpart OOOO related to the Depropanizer project (wv-14388, issued 7/9/13) in Docket No. 5506-14. TMID had discussed the issues in a meeting with WDEQ in Cheyenne on November 17, 2014, and submitted a disclosure on November 20, 2014 detailing the regulatory issues and potential violations. The project triggered a modification of Subpart OOOO for the entire plant. The project equipment as well as plant equipment subjected to Subpart OOOO was not monitored timely, and initial notification was not made timely. Settlement negotiations with WDEQ are currently ongoing.
TMG
Archibald Booster Station
Tallgrass Midstream Gathering, LLC ("TMG") is currently a party to a remedy agreement entered into with the WDEQ in July 2013 with respect to the Archibald Booster Station located in Campbell County, Wyoming. In connection with the remedy agreement, TMG has agreed to complete certain remedial actions at the site related to a former earthen pit including semi-annual groundwater sampling, and quarterly recovery activities at monitoring wells. The facility is currently in compliance with the WDEQ under the remedy agreement.
Irwin Booster Station
TMG is also party to a remedy agreement entered into with the WDEQ in July 2013 with respect to the Irwin Booster Station located in Converse County, Wyoming. In connection with the remedy agreement, TMG has agreed to complete certain remedial actions at the site related to a former earthen pit including semi-annual groundwater sampling. The facility is currently in compliance with the WDEQ under the remedy agreement.
Trailblazer
Pipeline Integrity Management Program
Starting in 2014 Trailblazer's operating capacity was decreased as a result of smart tool surveys that identified approximately
25
-
35
miles of pipe as potentially requiring repair or replacement. During 2016 and 2017, Trailblazer incurred approximately
$21.8 million
of remediation costs to address this issue, including replacing approximately
8
miles of pipe. To date the pressure and capacity reduction has not prevented Trailblazer from fulfilling its firm service obligations at existing subscription levels or had a material adverse financial impact on us. However, Trailblazer intends to continue performing remediation to increase and maximize its operating capacity over the long-term and expects to spend in excess of
$20 million
during 2018 for this pipe replacement and remediation work. Trailblazer is exploring all possible cost recovery options to recover expenditures, including recovery through a general rate increase, negotiated rate agreements with its customers, or other FERC-approved recovery mechanisms.
In connection with TEP's acquisition of Trailblazer in April 2014, TD agreed to indemnify TEP for certain out of pocket costs related to repairing or remediating the Trailblazer Pipeline. The contractual indemnity was capped at
$20 million
and subject to a
$1.5 million
deductible. TEP received the entirety of the
$20 million
from TD pursuant to the contractual indemnity as of December 31, 2017.
Pony Express
Pipeline Integrity
In connection with certain crack tool runs on the Pony Express System completed in 2015, 2016, and 2017, Pony Express completed approximately
$18 million
of remediation for anomalies identified on the Pony Express System associated with the initial conversion and commissioning of portions of the pipeline converted from natural gas to crude oil service. Remediation work is substantially complete as of March 31, 2018.
16. Reportable Segments
Our operations are located in the United States. We are organized into
three
reportable segments: (1) Natural Gas Transportation, (2) Crude Oil Transportation, and (3) Gathering, Processing & Terminalling.
Natural Gas Transportation
The Natural Gas Transportation segment is engaged in the ownership and operation of FERC-regulated interstate natural gas pipelines and an integrated natural gas storage facility that provide services to on-system customers (such as third-party LDCs), industrial users and other shippers. The Natural Gas Transportation segment includes our aggregate
75%
membership interest in Rockies Express, inclusive of the additional
25.01%
membership interest acquired effective February 7, 2018
.
Crude Oil Transportation
The Crude Oil Transportation segment is engaged in the ownership and operation of the Pony Express System, which is a FERC-regulated crude oil pipeline serving the Bakken Shale, Denver-Julesburg and Powder River Basins, and other nearby oil producing basins. The Pony Express System also includes a lateral pipeline in Northeast Colorado, which interconnects with the Pony Express System just east of Sterling, Colorado, and an extension of the system from a new origin near Platteville, Colorado ending at the Buckingham Terminal.
Gathering, Processing & Terminalling
The Gathering, Processing & Terminalling segment is engaged in the ownership and operation of natural gas gathering and processing facilities that produce NGLs and residue gas sold in local wholesale markets or delivered into pipelines for transportation to additional end markets; our crude oil terminal services; water business services provided primarily to the oil and gas exploration and production industry; the transportation of NGLs; and Stanchion.
Corporate and Other
Corporate and Other includes corporate overhead costs that are not directly associated with the operations of our reportable segments, such as interest and fees associated with our revolving credit facilities and the 2024 and 2028 Notes, public company costs, and equity-based compensation expense.
These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for their respective operations.
The following tables set forth our segment information for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
Three Months Ended March 31, 2017
|
Revenue:
|
Total
Revenue
|
|
Inter-
Segment
|
|
External
Revenue
|
|
Total
Revenue
|
|
Inter-
Segment
|
|
External
Revenue
|
|
(in thousands)
|
Natural Gas Transportation
|
$
|
36,202
|
|
|
$
|
(1,858
|
)
|
|
$
|
34,344
|
|
|
$
|
36,428
|
|
|
$
|
(1,445
|
)
|
|
$
|
34,983
|
|
Crude Oil Transportation
|
89,966
|
|
|
(3,319
|
)
|
|
86,647
|
|
|
84,994
|
|
|
—
|
|
|
84,994
|
|
Gathering, Processing & Terminalling
|
63,838
|
|
|
(5,735
|
)
|
|
58,103
|
|
|
27,307
|
|
|
(2,884
|
)
|
|
24,423
|
|
Corporate and Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total revenue
|
$
|
190,006
|
|
|
$
|
(10,912
|
)
|
|
$
|
179,094
|
|
|
$
|
148,729
|
|
|
$
|
(4,329
|
)
|
|
$
|
144,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
Three Months Ended March 31, 2017
|
Operating Income:
|
Total
Operating Income
|
|
Inter-
Segment
|
|
External
Operating Income
|
|
Total
Operating Income
|
|
Inter-
Segment
|
|
External
Operating Income
|
|
(in thousands)
|
Natural Gas Transportation
|
$
|
19,384
|
|
|
$
|
(2,255
|
)
|
|
$
|
17,129
|
|
|
$
|
18,168
|
|
|
$
|
(1,445
|
)
|
|
$
|
16,723
|
|
Crude Oil Transportation
|
46,527
|
|
|
4,150
|
|
|
50,677
|
|
|
43,725
|
|
|
4,228
|
|
|
47,953
|
|
Gathering, Processing & Terminalling
|
23,305
|
|
|
(1,895
|
)
|
|
21,410
|
|
|
5,106
|
|
|
(2,783
|
)
|
|
2,323
|
|
Corporate and Other
|
(7,303
|
)
|
|
—
|
|
|
(7,303
|
)
|
|
(3,773
|
)
|
|
—
|
|
|
(3,773
|
)
|
Total Operating Income
|
$
|
81,913
|
|
|
$
|
—
|
|
|
$
|
81,913
|
|
|
$
|
63,226
|
|
|
$
|
—
|
|
|
$
|
63,226
|
|
Reconciliation to Net Income:
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of unconsolidated investments
|
|
|
|
|
68,402
|
|
|
|
|
|
|
20,738
|
|
Interest expense, net
|
|
|
|
|
(29,761
|
)
|
|
|
|
|
|
(16,017
|
)
|
Other income, net
|
|
|
|
|
451
|
|
|
|
|
|
|
1,955
|
|
Net income before tax
|
|
|
|
|
$
|
121,005
|
|
|
|
|
|
|
$
|
69,902
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
Capital Expenditures:
|
2018
|
|
2017
|
|
(in thousands)
|
Natural Gas Transportation
|
$
|
9,885
|
|
|
$
|
4,655
|
|
Crude Oil Transportation
|
16,952
|
|
|
7,343
|
|
Gathering, Processing & Terminalling
|
31,139
|
|
|
14,771
|
|
Corporate and Other
|
784
|
|
|
—
|
|
Total capital expenditures
|
$
|
58,760
|
|
|
$
|
26,769
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
March 31, 2018
|
|
December 31, 2017
|
|
(in thousands)
|
Natural Gas Transportation
|
$
|
2,143,693
|
|
|
$
|
1,606,666
|
|
Crude Oil Transportation
|
1,412,650
|
|
|
1,407,758
|
|
Gathering, Processing & Terminalling
|
1,095,410
|
|
|
943,340
|
|
Corporate and Other
|
341,907
|
|
|
334,249
|
|
Total assets
|
$
|
4,993,660
|
|
|
$
|
4,292,013
|
|
17. Subsequent Events
Pawnee Terminal
On January 2, 2018, Terminals entered into an agreement to acquire a
51%
membership interest in the Pawnee, Colorado crude oil terminal ("Pawnee Terminal") from Zenith Energy Terminals Holdings, LLC for cash consideration of approximately
$31 million
. The transaction closed on April 1, 2018.