EX-99.1 2 exhibit99163015.htm EXHIBIT 99.1 Exhibit 99.1 (6/30/15)


Exhibit 99.1
Tallgrass Energy Partners Reports Record Second Quarter 2015 Results; Tallgrass Energy GP Reports Initial Results Following IPO
LEAWOOD, Kan.--(BUSINESS WIRE)--July 30, 2015--Tallgrass Energy Partners, LP (NYSE: TEP) ("TEP") and Tallgrass Energy GP, LP (NYSE: TEGP) ("TEGP") today reported financial and operating results for the second quarter of 2015. TEP and TEGP are collectively referred to as Tallgrass Energy.
"We are reporting another record quarter at TEP and announcing TEGP's results for its first quarter as a public company," said David G. Dehaemers, Jr., President and CEO of Tallgrass Energy. "Our second quarter distribution increased 11.5 percent compared to the first quarter of 2015, thanks to solid performance at each of our business segments and our ownership of a 66.7 percent membership interest in Pony Express. As a result, TEP has already met our 20 percent distribution growth guidance for the full year 2015 with half of the year still remaining. Since our beginning in 2012, the Tallgrass Energy team has successfully executed our plan and delivered exceptional results, even in the challenging environment recently facing the energy commodity markets."
Second Quarter Distributions
Tallgrass Energy Partners, LP
As previously announced, the board of directors of TEP's general partner declared a quarterly cash distribution to partners of $0.58 per common unit for the second quarter of 2015. This quarterly distribution represents $2.32 on an annualized basis. The quarterly distribution will be paid on Friday, August 14, 2015, to unitholders of record as of the close of business on Friday, July 31, 2015.
Tallgrass Energy GP, LP
As previously announced, the board of directors of TEGP's general partner declared a quarterly cash distribution to Class A shareholders of $0.073 per Class A share, which is prorated for the number of days between the closing of TEGP’s initial public offering on May 12, 2015 and the end of the second quarter. The distribution corresponds to a pro forma full-quarter, non-prorated distribution of $0.133 per Class A share or $0.532 on an annualized basis. The quarterly distribution will be paid on Monday, August 17, 2015, to Class A shareholders of record as of the close of business on Friday, July 31, 2015.





Tallgrass Energy Partners, LP
The financial results for all periods presented in the table below include the applicable results of operations of our 33.3 percent membership interest in Tallgrass Pony Express Pipeline, LLC (“Pony Express”), which was acquired by TEP effective September 1, 2014, except for the period under the column "As Reported in 2014." The acquisition of an additional 33.3 percent membership interest in Pony Express effective March 1, 2015, is presented prospectively from the date of acquisition, and as a result, financial information for periods prior to March 1, 2015, have not been recast to reflect the additional 33.3 percent membership interest. The financial results for all periods presented in the table below, including the period "As Reported in 2014," include the results of Trailblazer Pipeline Company LLC, which was acquired by TEP effective April 1, 2014.
Summary Financial Information
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except coverage and per unit data)
2015
 
2014
 
As Reported in 2014
 
2015
 
2014
 
As Reported in 2014
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to partners
$
44,899

 
$
15,286

 
$
16,867

 
$
77,218

 
$
32,410

 
$
35,499

Add:
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net of noncontrolling interest
3,893

 
2,139

 
2,140

 
7,333

 
3,433

 
3,433

Depreciation and amortization expense, net of noncontrolling interest
18,302

 
8,874

 
8,622

 
38,835

 
16,678

 
16,174

Non-cash loss from asset sales

 

 

 
4,483

 

 

Non-cash loss (gain) related to derivative instruments
131

 
(96
)
 
(96
)
 
41

 
255

 
255

Non-cash compensation expense
1,727

 
1,308

 
1,308

 
3,254

 
2,249

 
2,249

Distributions from unconsolidated investment

 
772

 
772

 

 
1,280

 
1,280

Less:
 
 
 
 
 
 
 
 
 
 
 
Gain on remeasurement of unconsolidated investment

 
(9,388
)
 
(9,388
)
 

 
(9,388
)
 
(9,388
)
Non-cash loss allocated to noncontrolling interest

 

 

 
(9,377
)
 

 

Equity in earnings of unconsolidated investment

 
(273
)
 
(273
)
 

 
(717
)
 
(717
)
Adjusted EBITDA
$
68,952

 
$
18,622

 
$
19,952

 
$
121,787

 
$
46,200

 
$
48,785

Less:
 
 
 
 
 
 
 
 
 
 
 
Maintenance capital expenditures
(3,067
)
 
 
 
(2,531
)
 
(4,578
)
 
 
 
(3,472
)
Cash interest expense
(3,482
)
 
 
 
(1,909
)
 
(6,513
)
 
 
 
(3,082
)
Pony Express deficiency payments received, net
3,416

 
 
 

 
3,708

 
 
 

Distributions to noncontrolling interest in excess of earnings
(8,894
)
 
 
 

 
(10,997
)
 
 
 

Cash flow attributable to predecessor operations

 
 
 

 

 
 
 
(6,637
)
Distributable cash flow (DCF)
56,925

 
 
 
15,512

 
103,407

 
 
 
35,594

Less:
 
 
 
 
 
 
 
 
 
 
 
Distributions
(46,180
)
 
 
 
(19,684
)
 
(84,966
)
 
 
 
(33,372
)
Amounts in excess of distributions
$
10,745

 
 
 
$
(4,172
)
 
$
18,441

 
 
 
$
2,222

Distribution coverage
1.23
x
 
 
 
0.79
x
 
1.22
x
 
 
 
1.07
x

 
 
 
 
 
 
 
 
 
 
 
Common and subordinated units outstanding
60,576

 
 
 
48,935

 
60,576

 
 
 
48,935

Distribution per common unit
$
0.5800

 
 
 
$
0.3800

 
$
1.1000

 
 
 
$
0.7050

The "As Reported in 2014" columns for the three and six months ended June 30, 2014, include the impact of the distributions paid on the 8.05 million units issued on July 25, 2014. Excluding the impact of the distributions paid on the 8.05 million units, coverage would have been 0.94x and 1.18x for the three and six months ended June 30, 2014.





Segment Overview
The second quarter 2015 results by segment are summarized below:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Natural Gas Transportation & Logistics
 
 
 
 
 
 
 
Operating income
$
9,937

 
$
8,318

 
$
22,490

 
$
21,284

Add:
 
 
 
 
 
 
 
Depreciation and amortization expense
5,754

 
6,115

 
11,825

 
11,720

Non-cash loss (gain) related to derivative instruments
131

 
(96
)
 
41

 
255

Other income, net
769

 
729

 
1,481

 
1,669

Segment Adjusted EBITDA
$
16,591

 
$
15,066

 
$
35,837

 
$
34,928

 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Crude Oil Transportation & Logistics
(in thousands)
Operating income (loss)
$
45,515

 
$
(757
)
 
$
59,788

 
$
(1,514
)
Add:
 
 
 
 
 
 
 
Depreciation and amortization expense, net of noncontrolling interest
9,196

 
252

 
20,429

 
504

Adjusted EBITDA attributable to noncontrolling interests
(8,391
)
 
505

 
(8,391
)
 
1,010

Segment Adjusted EBITDA
$
46,320

 
$

 
$
71,826

 
$

 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Processing & Logistics
(in thousands)
Operating income
$
3,666

 
$
2,177

 
$
4,720

 
$
9,318

Add:
 
 
 
 
 
 
 
Depreciation and amortization expense, net of noncontrolling interest
3,352

 
2,507

 
6,581

 
4,454

Non-cash loss from asset sales

 

 
4,483

 
 
Distributions from unconsolidated investment

 
772

 

 
1,280

Adjusted EBITDA attributable to noncontrolling interests
59

 
55

 
11

 
55

Segment Adjusted EBITDA
$
7,077

 
$
5,511

 
$
15,795

 
$
15,107

The segment reporting in the table above does not include corporate general and administrative costs or intersegment eliminations. The Crude Oil Transportation & Logistics segment includes figures for 2014 although Pony Express Pipeline was not owned by TEP and did not generate revenue during the three or six month periods ending June 30, 2014.
Adjusted EBITDA in the Natural Gas Transportation & Logistics segment for the second quarter of 2015 was $16.6 million, representing an increase of $1.5 million as compared to the second quarter of 2014 primarily due to lower operating costs and expenses.  Average firm contracted transportation capacity of 1,520 MMcf/d for the second quarter of 2015 was slightly higher than the 1,494 MMcf/d for the second quarter of 2014. When comparing the Natural Gas Transportation & Logistics segment's Adjusted EBITDA for the second quarter of 2015 to its $19.2 million of Adjusted EBITDA for the first quarter of 2015, the decrease of $2.6 million is primarily attributable to lower transportation revenues and higher operating costs.
The Crude Oil Transportation & Logistics segment Adjusted EBITDA was $46.3 million for the second quarter of 2015, representing the operating results of the Pony Express mainline and the lateral in Northeast Colorado, which were placed into commercial service in October 2014 and April 2015, respectively. There were no operating results for the second quarter of 2014 as Pony Express had not yet commenced commercial operations. The Adjusted EBITDA for the second quarter of 2015 represents an increase of $20.8 million over the first quarter of 2015 which was primarily the result of the acquisition of an additional 33.3 percent membership interest in Pony Express on March 1, 2015, the full operation of one of the upstream pipelines that delivers volumes to Pony Express and a decrease in property tax expense estimates during the second quarter of 2015. TEP received distributable cash flow from Pony Express of $40.3 million for its 66.7 percent membership interest for the second quarter of 2015 which is greater than the minimum quarterly preference payment of $36.7 million.





The Processing & Logistics segment generated Adjusted EBITDA of $7.1 million for the second quarter of 2015, representing an increase of $1.6 million as compared to the second quarter of 2014. The increase was primarily due to increased revenues at the water services business during the second quarter of 2015. Approximate average inlet volumes at the processing facilities were 130 MMcf/day for the second quarter of 2015 as compared to 136 MMcf/day for the second quarter of 2014. When comparing the Processing & Logistics segment's $7.1 million of Adjusted EBITDA for the second quarter of 2015 to its Adjusted EBITDA of $8.7 million for the first quarter of 2015, the decrease is primarily attributable to lower average inlet volumes at the processing facilities.
Tallgrass Energy GP, LP
TEGP's sole cash-generating asset is an approximate 30.35 percent controlling interest in Tallgrass Equity, LLC ("Tallgrass Equity"). Tallgrass Equity's sole cash-generating assets consist of direct and indirect partnership interests in Tallgrass Energy Partners, LP ("TEP"), described below:
100 percent of the outstanding membership interests in Tallgrass MLP GP, LLC ("TEP GP"), which owns the general partner interest in TEP as well as all of the TEP incentive distribution rights ("IDRs"). The general partner interest in TEP is represented by 834,391 general partner units, representing a 1.36 percent general partner interest in TEP at June 30, 2015.
20,000,000 common units of TEP, representing an approximately 32.57 percent limited partner interest in TEP at June 30, 2015.
Information on distributions to Tallgrass Equity, TEGP and TEGP's Class A shareholders is shown below (in thousands, except coverage and per share data):
 
Three Months Ended
 
June 30, 2015
 
 
TEP distributions to Tallgrass Equity
 
General partner interest
$
627

IDRs
10,418

TEP common units owned by Tallgrass Equity
11,600

Total TEP distributions to Tallgrass Equity
$
22,645

Less:
 
Cash interest expense attributable to Tallgrass Equity
(545
)
General and administrative expenses attributable to Tallgrass Equity
(250
)
Cash available for distribution by Tallgrass Equity
$
21,850

Distributions to predecessor owners of pre-IPO available cash (1)
10,202

Distributions to TEGP of post-IPO available cash
3,484

Distributions to noncontrolling interests of post-IPO available cash
7,994

Total cash distributions by Tallgrass Equity
21,680

TEGP
 
Distributions received from Tallgrass Equity
3,484

Cash available for distribution to Class A shareholders
$
3,484

Less:
 
Distributions to Class A shareholders
(3,484
)
Amounts in excess of distributions
$

Distribution coverage
1.00

 
 
Class A shares outstanding
47,725

Distribution per Class A share
$
0.0730

(1) 
Distributions received by Tallgrass Equity from TEP and TEP GP related to periods prior to the closing of TEGP’s initial public offering on May 12, 2015 will be paid to Tallgrass Development and the predecessor owners of Tallgrass Equity.





Conference Call
Please join Tallgrass Energy for a conference call and webcast to discuss second quarter 2015 results at 4 p.m. Central Time on Thursday, July 30, 2015. Interested parties may listen via a link posted on the Investor Relations section of our website and the replay will be available on our website for at least seven days following the live call.
About Tallgrass Energy Partners, LP
Tallgrass Energy Partners, LP (NYSE: TEP) is a publicly traded, growth-oriented Delaware limited partnership formed to own, operate, acquire and develop midstream energy assets in North America. We currently provide natural gas transportation and storage services for customers in the Rocky Mountain and Midwest regions of the United States through the Tallgrass Interstate Gas Transmission system, a FERC-regulated natural gas transportation and storage system located in Colorado, Kansas, Missouri, Nebraska and Wyoming, and a FERC-regulated natural gas pipeline system extending from the Colorado and Wyoming border to Beatrice, Nebraska. We provide crude oil transportation to customers in Wyoming, Colorado and the surrounding regions through our membership interest in Pony Express, which owns a crude oil pipeline commencing in Guernsey, Wyoming and terminating in Cushing, Oklahoma. We also provide services for customers in Wyoming at the Casper and Douglas natural gas processing facilities and the West Frenchie Draw natural gas treating facility, or, collectively, the Midstream Facilities, and we provide water business services to customers in Colorado and Texas through BNN Water Solutions, LLC. Our operations are strategically located in and provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford and Bakken shale formations.
About Tallgrass Energy GP, LP
Tallgrass Energy GP, LP (NYSE: TEGP) is a Delaware limited partnership that has elected to be treated as a corporation for U.S. federal income tax purposes. TEGP owns a controlling membership interest in Tallgrass Equity, LLC through its role as the sole managing member. Tallgrass Equity, LLC owns, both directly and through its ownership of the general partner of TEP, all of TEP's incentive distribution rights, 100 percent of the general partner interest in TEP and 20,000,000 TEP Common Units.
To learn more, please visit our website at www.tallgrassenergy.com.
TEP's Non-GAAP Measures
Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that TEP management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
our ability to incur and service debt and fund capital expenditures; and
the viability of acquisitions and other capital expenditure projects and the returns on investment of various expansion and growth opportunities.
We believe that the presentation of Adjusted EBITDA and distributable cash flow provides useful information to investors in assessing our financial condition and results of operations. Adjusted EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP, nor should Adjusted EBITDA and distributable cash flow be considered alternatives to available cash, operating surplus, distributions of available cash from operating surplus or other definitions in our partnership agreement. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. Additionally, because Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definition of Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.





We define Adjusted EBITDA as net income excluding the impact of interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments. We define distributable cash flow as Adjusted EBITDA, plus preferred distributions received from Pony Express in excess of its distributable cash flow attributable to our net interest and adjusted for deficiency payments received from or utilized by Pony Express shippers, less cash interest expense, maintenance capital expenditures, and distributions to noncontrolling interests in excess of earnings allocated to noncontrolling interests. For a reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, please see "Summary Financial Information" above.
Cautionary Note Concerning Forward-Looking Statements
Disclosures in this press release contain “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include distribution growth guidance for the full year 2015 and the ability of the Tallgrass team to continue to successfully execute its plan in a challenging environment for the energy commodity markets. Forward looking statements may also include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of TEP, TEGP and their subsidiaries, including: the ability to pursue expansions and other opportunities for incremental volumes; natural gas and crude oil production growth in TEP's operating areas; expected future benefits of acquisitions or expansion projects; timing of anticipated spending on planned expenses and maintenance capital projects; and distribution rate and growth, including variability of quarterly distribution coverage. These statements are based on certain assumptions made by TEP and TEGP based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of TEP and TEGP, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to TEP and TEGP’s financial performance and results, availability of sufficient cash flow to pay distributions and execute their business plans, the demand for natural gas storage, processing and transportation services and for crude oil transportation services, operating hazards, the effects of government regulation, tax position and other risks incidental to transporting, storing and processing natural gas or transporting crude oil and other important factors that could cause actual results to differ materially from those projected, including those set forth in reports filed by TEP and TEGP with the Securities and Exchange Commission. Any forward-looking statement applies only as of the date on which such statement is made and TEP and TEGP do not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.





Tallgrass Energy Partners, LP Financial Statements
TALLGRASS ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
 
June 30, 2015
 
December 31, 2014
 
(in thousands)
ASSETS
 
Current Assets:
 
 
 
Cash and cash equivalents
$
1,778

 
$
867

Accounts receivable, net
51,521

 
39,768

Receivable from related party

 
73,393

Gas imbalances
1,017

 
2,442

Inventories
15,162

 
13,045

Prepayments and other current assets
3,768

 
2,766

Total Current Assets
73,246

 
132,281

Property, plant and equipment, net
1,943,016

 
1,853,081

Goodwill
343,288

 
343,288

Intangible asset, net
100,506

 
104,538

Deferred financing costs, net
4,735

 
5,528

Deferred charges and other assets
16,651

 
18,481

Total Assets
$
2,481,442

 
$
2,457,197

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
28,583

 
$
62,329

Accounts payable to related parties
3,772

 
3,915

Gas imbalances
2,812

 
3,611

Derivative liabilities at fair value
41

 

Accrued taxes
12,206

 
3,989

Accrued liabilities
6,710

 
9,384

Deferred revenue
9,882

 
5,468

Other current liabilities
4,247

 
7,872

Total Current Liabilities
68,253

 
96,568

Long-term debt
706,000

 
559,000

Other long-term liabilities and deferred credits
6,342

 
6,478

Total Long-term Liabilities
712,342

 
565,478

Commitments and Contingencies
 
 
 
Equity:
 
 
 
Common unitholders (60,576,357 and 32,834,105 units issued and outstanding at June 30, 2015 and December 31, 2014, respectively)
1,629,223

 
800,333

Subordinated unitholder (0 and 16,200,000 units issued and outstanding at June 30, 2015 and December 31, 2014, respectively)

 
274,133

General partner (834,391 units issued and outstanding at June 30, 2015 and December 31, 2014)
(353,579
)
 
(35,743
)
Total Partners’ Equity
1,275,644

 
1,038,723

Noncontrolling interests
$
425,203

 
$
756,428

Total Equity
$
1,700,847

 
$
1,795,151

Total Liabilities and Equity
$
2,481,442

 
$
2,457,197








TALLGRASS ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except per unit amounts)
Revenues:
 
 
 
 
 
 
 
Sales of natural gas, NGLs, and crude oil
$
20,011

 
$
39,042

 
$
41,880

 
$
92,757

Natural gas transportation services
29,041

 
30,569

 
61,189

 
64,673

Crude oil transportation services
74,022

 

 
124,403

 

Processing and other revenues
9,896

 
7,709

 
20,173

 
14,669

Total Revenues
132,970

 
77,320

 
247,645

 
172,099

Operating Costs and Expenses:
 
 
 
 
 
 
 
Cost of sales (exclusive of depreciation and amortization shown below)
17,180

 
37,214

 
36,773

 
85,420

Cost of transportation services (exclusive of depreciation and amortization shown below)
13,492

 
5,288

 
24,207

 
10,405

Operations and maintenance
12,408

 
10,055

 
21,983

 
18,068

Depreciation and amortization
20,355

 
9,525

 
40,960

 
17,834

General and administrative
13,451

 
7,124

 
26,140

 
13,773

Taxes, other than income taxes
(271
)
 
1,639

 
11,026

 
3,595

Loss on sale of assets

 

 
4,483

 

Total Operating Costs and Expenses
76,615

 
70,845

 
165,572

 
149,095

Operating Income
56,355

 
6,475

 
82,073

 
23,004

Other (Expense) Income:
 
 
 
 
 
 
 
Interest expense, net
(3,893
)
 
(2,137
)
 
(7,333
)
 
(3,433
)
Gain on remeasurement of unconsolidated investment

 
9,388

 

 
9,388

Equity in earnings of unconsolidated investment

 
273

 

 
717

Other income, net
769

 
729

 
1,481

 
1,669

Total Other (Expense) Income
(3,124
)
 
8,253

 
(5,852
)
 
8,341

Net income
53,231

 
14,728

 
76,221

 
31,345

Net (income) loss attributable to noncontrolling interests
(8,332
)
 
558

 
997

 
1,065

Net income attributable to partners
$
44,899

 
$
15,286

 
$
77,218

 
$
32,410

Allocation of income to the limited partners:
 
 
 
 
 
 
 
Net income attributable to partners
$
44,899

 
$
15,286

 
$
77,218

 
$
32,410

Predecessor operations interest in net loss (income)

 
1,581

 

 
(2,643
)
General partner interest in net income
(11,030
)
 
(1,096
)
 
(18,468
)
 
(1,477
)
Common and subordinated unitholders' interest in net income
33,869

 
15,771

 
58,750

 
28,290

Basic net income per common and subordinated unit
$
0.56

 
$
0.39

 
$
1.04

 
$
0.70

Diluted net income per common and subordinated unit
$
0.55

 
$
0.38

 
$
1.02

 
$
0.68

Basic average number of common and subordinated units outstanding
60,362

 
40,885

 
56,566

 
40,694

Diluted average number of common and subordinated units outstanding
61,225

 
41,905

 
57,404

 
41,624







TALLGRASS ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended June 30,
 
2015
 
2014
 
(in thousands)
Cash Flows from Operating Activities:
 
 
 
Net income
$
76,221

 
$
31,345

Adjustments to reconcile net income to net cash flows from operating activities:
 
 
 
Depreciation and amortization
42,867

 
18,470

Gain on remeasurement of unconsolidated investment

 
(9,388
)
Noncash compensation expense
3,254

 
2,249

Loss on sale of assets
4,483

 

Changes in components of working capital:
 
 
 
Accounts receivable and other
(10,215
)
 
4,142

Gas imbalances
189

 
831

Inventories
(6,068
)
 
(867
)
Accounts payable and accrued liabilities
2,183

 
(17,077
)
Deferred revenue
4,198

 
1,673

Other operating, net
(4,894
)
 
(253
)
Net Cash Provided by Operating Activities
112,218

 
31,125

Cash Flows from Investing Activities:
 
 
 
Capital expenditures
(49,544
)
 
(479,309
)
Acquisition of additional 33.3% membership interest in Pony Express
(700,000
)
 

Acquisition of Trailblazer

 
(150,000
)
Acquisition of additional equity interests in Water Solutions

 
(7,600
)
Other investing, net
(4,648
)
 
(1,638
)
Net Cash Used in Investing Activities
(754,192
)
 
(638,547
)
Cash Flows from Financing Activities:
 
 
 
Proceeds from public offering, net of offering costs
551,673

 

Borrowings under revolving credit facility, net
147,000

 
146,000

Contributions from Predecessor Member, net

 
460,400

Distributions to unitholders
(67,080
)
 
(26,770
)
Contribution from TD

 
27,488

Contributions from noncontrolling interests
16,294

 

Other financing, net
(5,002
)
 
330

Net Cash Provided by Financing Activities
642,885

 
607,448

Net Change in Cash and Cash Equivalents
911

 
26

Cash and Cash Equivalents, beginning of period
867

 

Cash and Cash Equivalents, end of period
$
1,778

 
$
26






Tallgrass Energy GP, LP Financial Statements
TALLGRASS ENERGY GP, LP
CONDENSED CONSOLIDATING BALANCE SHEETS 
 
June 30, 2015
 
December 31, 2014
 
TEP
 
Consolidating Adjustments (1)
 
TEGP
 
TEP
 
Consolidating Adjustments (1)
 
TEGP
 
(in thousands)
 
(in thousands)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,778

 
$
500

 
$
2,278

 
$
867

 
$

 
$
867

Accounts receivable, net
51,521

 

 
51,521

 
39,768

 

 
39,768

Receivable from related party

 

 

 
73,393

 

 
73,393

Gas imbalances
1,017

 

 
1,017

 
2,442

 

 
2,442

Inventories
15,162

 

 
15,162

 
13,045

 

 
13,045

Prepayments and other current assets
3,768

 

 
3,768

 
2,766

 

 
2,766

Total Current Assets
73,246

 
500

 
73,746

 
132,281

 

 
132,281

Property, plant and equipment, net
1,943,016

 

 
1,943,016

 
1,853,081

 

 
1,853,081

Goodwill
343,288

 

 
343,288

 
343,288

 

 
343,288

Intangible asset, net
100,506

 

 
100,506

 
104,538

 

 
104,538

Deferred tax asset

 
441,584

 
441,584

 

 

 

Deferred financing costs, net
4,735

 
1,636

 
6,371

 
5,528

 

 
5,528

Deferred charges and other assets
16,651

 

 
16,651

 
18,481

 

 
18,481

Total Assets
$
2,481,442

 
$
443,720

 
$
2,925,162

 
$
2,457,197

 
$

 
$
2,457,197

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
28,583

 
$

 
$
28,583

 
$
62,329

 
$

 
$
62,329

Accounts payable to related parties
3,772

 

 
3,772

 
3,915

 

 
3,915

Gas imbalances
2,812

 

 
2,812

 
3,611

 

 
3,611

Derivative liabilities at fair value
41

 

 
41

 

 

 

Accrued taxes
12,206

 

 
12,206

 
3,989

 

 
3,989

Accrued liabilities
6,710

 
205

 
6,915

 
9,384

 

 
9,384

Deferred revenue
9,882

 

 
9,882

 
5,468

 

 
5,468

Other current liabilities
4,247

 

 
4,247

 
7,872

 

 
7,872

Total Current Liabilities
68,253

 
205

 
68,458

 
96,568

 

 
96,568

Long-term debt
706,000

 
147,000

 
853,000

 
559,000

 

 
559,000

Other long-term liabilities and deferred credits
6,342

 

 
6,342

 
6,478

 

 
6,478

Total Long-term Liabilities
712,342

 
147,000

 
859,342

 
565,478

 

 
565,478

Equity:
 
 
 
 
 
 
 
 
 
 
 
Total Partners' Capital
1,275,644

 
(866,959
)
 
408,685

 
1,038,723

 
(891,857
)
 
146,866

Noncontrolling interests
425,203

 
1,163,474

 
1,588,677

 
756,428

 
891,857

 
1,648,285

Total Equity
$
1,700,847

 
$
296,515

 
$
1,997,362

 
$
1,795,151

 
$

 
$
1,795,151

Total Liabilities and Equity
$
2,481,442

 
$
443,720

 
$
2,925,162

 
$
2,457,197

 
$

 
$
2,457,197

(1) 
Represents the aggregate consolidating adjustments necessary to produce consolidated financial statements for TEGP.






TALLGRASS ENERGY GP, LP
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
 
Three Months Ended June 30, 2015
 
Three Months Ended June 30, 2014
 
TEP
 
Consolidating Adjustments (1)
 
TEGP
 
TEP
 
Consolidating Adjustments (1)
 
TEGP
 
(in thousands)
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Sales of natural gas, NGLs, and crude oil
$
20,011

 
$

 
$
20,011

 
$
39,042

 
$

 
$
39,042

Natural gas transportation services
29,041

 

 
29,041

 
30,569

 

 
30,569

Crude oil transportation services
74,022

 

 
74,022

 

 

 

Processing and other revenues
9,896

 

 
9,896

 
7,709

 

 
7,709

Total Revenues
132,970

 

 
132,970

 
77,320

 

 
77,320

Operating Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales (exclusive of depreciation and amortization shown below)
17,180

 

 
17,180

 
37,214

 

 
37,214

Cost of transportation services (exclusive of depreciation and amortization shown below)
13,492

 

 
13,492

 
5,288

 

 
5,288

Operations and maintenance
12,408

 

 
12,408

 
10,055

 

 
10,055

Depreciation and amortization
20,355

 

 
20,355

 
9,525

 

 
9,525

General and administrative
13,451

 
250

 
13,701

 
7,124

 

 
7,124

Taxes, other than income taxes
(271
)
 

 
(271
)
 
1,639

 

 
1,639

Loss on sale of assets

 

 

 

 

 

Total Operating Costs and Expenses
76,615

 
250

 
76,865

 
70,845

 

 
70,845

Operating Income
56,355

 
(250
)
 
56,105

 
6,475

 

 
6,475

Other (Expense) Income:
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
(3,893
)
 
(586
)
 
(4,479
)
 
(2,137
)
 

 
(2,137
)
Gain on remeasurement of unconsolidated investment

 

 

 
9,388

 

 
9,388

Equity in earnings of unconsolidated investment

 

 

 
273

 

 
273

Other income, net
769

 

 
769

 
729

 

 
729

Total Other (Expense) Income
(3,124
)
 
(586
)
 
(3,710
)
 
8,253

 

 
8,253

Net income before tax
53,231

 
(836
)
 
52,395

 
14,728

 

 
14,728

Deferred income tax expense

 
(1,772
)
 
(1,772
)
 

 

 

Net income
53,231

 
(2,608
)
 
50,623

 
14,728

 

 
14,728

less: Net income attributable to noncontrolling interests
(8,332
)
 
(37,557
)
 
(45,889
)
 
558

 
(12,853
)
 
(12,295
)
Net income attributable to TEGP
$
44,899

 
$
(40,165
)
 
$
4,734

 
$
15,286

 
$
(12,853
)
 
$
2,433

Allocation of income for the three months ended June 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TEGP from the beginning of the period to May 11, 2015
 
 
 
 
$
2,271

 
 
 
 
 
 
Net income attributable to TEGP from May 12, 2015 to June 30, 2015
 
 
 
 
2,463

 
 
 
 
 
 
Basic and diluted net income per Class A share
 
 
 
 
$
0.05

 
 
 
 
 
 
Basic and diluted average number of Class A shares outstanding
 
 
 
 
47,725

 
 
 
 
 
 
(1) 
Represents the aggregate consolidating adjustments necessary to produce consolidated financial statements for TEGP.






 
Six Months Ended June 30, 2015
 
Six Months Ended June 30, 2014
 
TEP
 
Consolidating Adjustments (1)
 
TEGP
 
TEP
 
Consolidating Adjustments (1)
 
TEGP
 
(in thousands)
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Sales of natural gas, NGLs, and crude oil
$
41,880

 
$

 
$
41,880

 
$
92,757

 
$

 
$
92,757

Natural gas transportation services
61,189

 

 
61,189

 
64,673

 

 
64,673

Crude oil transportation services
124,403

 

 
124,403

 

 

 

Processing and other revenues
20,173

 

 
20,173

 
14,669

 

 
14,669

Total Revenues
247,645

 

 
247,645

 
172,099

 

 
172,099

Operating Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales (exclusive of depreciation and amortization shown below)
36,773

 

 
36,773

 
85,420

 

 
85,420

Cost of transportation services (exclusive of depreciation and amortization shown below)
24,207

 

 
24,207

 
10,405

 

 
10,405

Operations and maintenance
21,983

 

 
21,983

 
18,068

 

 
18,068

Depreciation and amortization
40,960

 

 
40,960

 
17,834

 

 
17,834

General and administrative
26,140

 
250

 
26,390

 
13,773

 

 
13,773

Taxes, other than income taxes
11,026

 

 
11,026

 
3,595

 

 
3,595

Loss on sale of assets
4,483

 

 
4,483

 

 

 

Total Operating Costs and Expenses
165,572

 
250

 
165,822

 
149,095

 

 
149,095

Operating Income
82,073

 
(250
)
 
81,823

 
23,004

 

 
23,004

Other (Expense) Income:
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
(7,333
)
 
(586
)
 
(7,919
)
 
(3,433
)
 

 
(3,433
)
Gain on remeasurement of unconsolidated investment

 

 

 
9,388

 

 
9,388

Equity in earnings of unconsolidated investment

 

 

 
717

 

 
717

Other income, net
1,481

 

 
1,481

 
1,669

 

 
1,669

Total Other (Expense) Income
(5,852
)
 
(586
)
 
(6,438
)
 
8,341

 

 
8,341

Net income before tax
76,221

 
(836
)
 
75,385

 
31,345

 

 
31,345

Deferred income tax expense

 
(1,772
)
 
(1,772
)
 

 

 

Net income
76,221

 
(2,608
)
 
73,613

 
31,345

 

 
31,345

less: Net income attributable to noncontrolling interests
997

 
(64,754
)
 
(63,757
)
 
1,065

 
(27,339
)
 
(26,274
)
Net income attributable to TEGP
$
77,218

 
$
(67,362
)
 
$
9,856

 
$
32,410

 
$
(27,339
)
 
$
5,071

Allocation of income for the six months ended June 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TEGP from the beginning of the period to May 11, 2015
 
 
 
 
$
7,393

 
 
 
 
 
 
Net income attributable to TEGP from May 12, 2015 to June 30, 2015
 
 
 
 
2,463

 
 
 
 
 
 
Basic and diluted net income per Class A share
 
 
 
 
$
0.05

 
 
 
 
 
 
Basic and diluted average number of Class A shares outstanding
 
 
 
 
47,725

 
 
 
 
 
 
(1) 
Represents the aggregate consolidating adjustments necessary to produce consolidated financial statements for TEGP.






CONTACT:
Investor and Financial Inquiries
Nate Lien
(913) 928-6012
investor.relations@tallgrassenergylp.com

Media and Trade Inquiries
Phyllis Hammond
(913) 928-6014
media.relations@tallgrassenergylp.com