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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NYSE:CMLP | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.18 | 0.00 | 01:00:00 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2017
|
(Exact name of registrant as specified in its charter)
|
Commission file number
|
State or other jurisdiction of incorporation or organization
|
(I.R.S. Employer Identification No.)
|
Crestwood Equity Partners LP
|
001-34664
|
Delaware
|
43-1918951
|
Crestwood Midstream Partners LP
|
001-35377
|
Delaware
|
20-1647837
|
|
Crestwood Equity Partners LP
|
|
Yes
x
No
o
|
Crestwood Midstream Partners LP
|
|
Yes
x
No
o
|
Crestwood Equity Partners LP
|
|
Yes
x
No
o
|
Crestwood Midstream Partners LP
|
|
Yes
x
No
o
|
Crestwood Equity Partners LP
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
Crestwood Midstream Partners LP
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
|
Smaller reporting company
o
|
Emerging growth company
o
|
Crestwood Equity Partners LP
|
|
o
|
Crestwood Midstream Partners LP
|
|
o
|
Crestwood Equity Partners LP
|
|
Yes
o
No
x
|
Crestwood Midstream Partners LP
|
|
Yes
o
No
x
|
Crestwood Equity Partners LP
|
|
69,675,760
|
Crestwood Midstream Partners LP
|
|
None
|
|
Page
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|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions, except unit information)
|
|||||||
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
2.3
|
|
|
$
|
1.6
|
|
Accounts receivable, less allowance for doubtful accounts of $1.4 million and $1.9 million at June 30, 2017 and December 31, 2016
|
290.3
|
|
|
289.8
|
|
||
Inventory
|
63.1
|
|
|
66.0
|
|
||
Assets from price risk management activities
|
12.8
|
|
|
6.3
|
|
||
Prepaid expenses and other current assets
|
7.0
|
|
|
9.7
|
|
||
Total current assets
|
375.5
|
|
|
373.4
|
|
||
Property, plant and equipment
|
2,556.7
|
|
|
2,555.4
|
|
||
Less: accumulated depreciation and depletion
|
516.4
|
|
|
457.8
|
|
||
Property, plant and equipment, net
|
2,040.3
|
|
|
2,097.6
|
|
||
Intangible assets
|
898.6
|
|
|
898.6
|
|
||
Less: accumulated amortization
|
268.0
|
|
|
241.2
|
|
||
Intangible assets, net
|
630.6
|
|
|
657.4
|
|
||
Goodwill
|
199.0
|
|
|
199.0
|
|
||
Investments in unconsolidated affiliates
|
1,181.7
|
|
|
1,115.4
|
|
||
Other assets
|
5.5
|
|
|
6.1
|
|
||
Total assets
|
$
|
4,432.6
|
|
|
$
|
4,448.9
|
|
Liabilities and partners’ capital
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
237.5
|
|
|
$
|
217.2
|
|
Accrued expenses and other liabilities
|
84.5
|
|
|
90.5
|
|
||
Liabilities from price risk management activities
|
8.0
|
|
|
28.6
|
|
||
Current portion of long-term debt
|
1.0
|
|
|
1.0
|
|
||
Total current liabilities
|
331.0
|
|
|
337.3
|
|
||
Long-term debt, less current portion
|
1,613.0
|
|
|
1,522.7
|
|
||
Other long-term liabilities
|
47.3
|
|
|
44.6
|
|
||
Deferred income taxes
|
4.7
|
|
|
5.3
|
|
||
Commitments and contingencies (
Note 10
)
|
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
||||
Crestwood Equity Partners LP partners’ capital (70,027,261 and 69,499,741 common and subordinated units issued and outstanding at June 30, 2017 and December 31, 2016)
|
1,643.5
|
|
|
1,782.0
|
|
||
Preferred units (69,646,630 and 66,533,415 units issued and outstanding at June 30, 2017 and December 31, 2016)
|
595.8
|
|
|
564.5
|
|
||
Total Crestwood Equity Partners LP partners’ capital
|
2,239.3
|
|
|
2,346.5
|
|
||
Interest of non-controlling partners in subsidiaries
|
197.3
|
|
|
192.5
|
|
||
Total partners’ capital
|
2,436.6
|
|
|
2,539.0
|
|
||
Total liabilities and partners’ capital
|
$
|
4,432.6
|
|
|
$
|
4,448.9
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except unit and per unit data)
(unaudited)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product revenues:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
$
|
325.3
|
|
|
$
|
199.1
|
|
|
$
|
618.4
|
|
|
$
|
361.6
|
|
Marketing, supply and logistics
|
421.5
|
|
|
257.4
|
|
|
851.7
|
|
|
463.9
|
|
||||
|
746.8
|
|
|
456.5
|
|
|
1,470.1
|
|
|
825.5
|
|
||||
Services revenues:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
79.4
|
|
|
69.7
|
|
|
154.4
|
|
|
145.4
|
|
||||
Storage and transportation
|
8.5
|
|
|
53.8
|
|
|
18.5
|
|
|
113.2
|
|
||||
Marketing, supply and logistics
|
15.2
|
|
|
21.2
|
|
|
34.5
|
|
|
52.4
|
|
||||
Related party (
Note 11
)
|
0.4
|
|
|
0.7
|
|
|
0.9
|
|
|
1.4
|
|
||||
|
103.5
|
|
|
145.4
|
|
|
208.3
|
|
|
312.4
|
|
||||
Total revenues
|
850.3
|
|
|
601.9
|
|
|
1,678.4
|
|
|
1,137.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Costs of product/services sold (exclusive of items shown separately below):
|
|
|
|
|
|
|
|
||||||||
Product costs:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
350.7
|
|
|
221.9
|
|
|
663.2
|
|
|
397.3
|
|
||||
Marketing, supply and logistics
|
363.0
|
|
|
210.0
|
|
|
717.2
|
|
|
376.0
|
|
||||
Related party (
Note 11
)
|
4.0
|
|
|
4.4
|
|
|
8.1
|
|
|
8.7
|
|
||||
|
717.7
|
|
|
436.3
|
|
|
1,388.5
|
|
|
782.0
|
|
||||
Service costs:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Storage and transportation
|
0.1
|
|
|
1.9
|
|
|
0.1
|
|
|
4.8
|
|
||||
Marketing, supply and logistics
|
11.8
|
|
|
11.8
|
|
|
24.5
|
|
|
26.5
|
|
||||
|
11.9
|
|
|
13.7
|
|
|
24.6
|
|
|
31.4
|
|
||||
Total costs of products/services sold
|
729.6
|
|
|
450.0
|
|
|
1,413.1
|
|
|
813.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operations and maintenance
|
34.2
|
|
|
45.0
|
|
|
67.9
|
|
|
86.8
|
|
||||
General and administrative
|
22.7
|
|
|
28.9
|
|
|
49.1
|
|
|
51.9
|
|
||||
Depreciation, amortization and accretion
|
48.7
|
|
|
64.4
|
|
|
97.1
|
|
|
126.7
|
|
||||
|
105.6
|
|
|
138.3
|
|
|
214.1
|
|
|
265.4
|
|
||||
Other operating expenses:
|
|
|
|
|
|
|
|
||||||||
Loss on long-lived assets, net
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(32.7
|
)
|
||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(109.7
|
)
|
||||
Operating income (loss)
|
15.1
|
|
|
(19.1
|
)
|
|
51.2
|
|
|
(83.3
|
)
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(in millions, except unit and per unit data)
(unaudited)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Earnings from unconsolidated affiliates, net
|
9.6
|
|
|
6.2
|
|
|
17.7
|
|
|
12.7
|
|
||||
Interest and debt expense, net
|
(24.1
|
)
|
|
(34.3
|
)
|
|
(50.6
|
)
|
|
(70.4
|
)
|
||||
Gain (loss) on modification/extinguishment of debt
|
(0.4
|
)
|
|
10.0
|
|
|
(37.7
|
)
|
|
10.0
|
|
||||
Other income, net
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Income (loss) before income taxes
|
0.3
|
|
|
(37.1
|
)
|
|
(19.2
|
)
|
|
(130.8
|
)
|
||||
Benefit for income taxes
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Net income (loss)
|
0.3
|
|
|
(37.1
|
)
|
|
(19.1
|
)
|
|
(130.8
|
)
|
||||
Net income attributable to non-controlling partners
|
6.3
|
|
|
6.0
|
|
|
12.4
|
|
|
11.9
|
|
||||
Net loss attributable to Crestwood Equity Partners LP
|
(6.0
|
)
|
|
(43.1
|
)
|
|
(31.5
|
)
|
|
(142.7
|
)
|
||||
Net income attributable to preferred units
|
13.5
|
|
|
8.1
|
|
|
31.3
|
|
|
9.7
|
|
||||
Net loss attributable to partners
|
$
|
(19.5
|
)
|
|
$
|
(51.2
|
)
|
|
$
|
(62.8
|
)
|
|
$
|
(152.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Subordinated unitholders' interest in net loss
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common unitholders' interest in net loss
|
$
|
(19.5
|
)
|
|
$
|
(51.2
|
)
|
|
$
|
(62.8
|
)
|
|
$
|
(152.4
|
)
|
Net loss per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.28
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(2.21
|
)
|
Diluted
|
$
|
(0.28
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(2.21
|
)
|
Weighted-average limited partners’ units outstanding (
in thousands
):
|
|
|
|
|
|
|
|||||||||
Basic
|
69,655
|
|
|
69,044
|
|
|
69,676
|
|
|
68,978
|
|
||||
Dilutive units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
69,655
|
|
|
69,044
|
|
|
69,676
|
|
|
68,978
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss)
|
$
|
0.3
|
|
|
$
|
(37.1
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
(130.8
|
)
|
Change in fair value of Suburban Propane Partners, L.P. units
|
(0.5
|
)
|
|
0.5
|
|
|
(0.9
|
)
|
|
1.3
|
|
||||
Comprehensive loss
|
(0.2
|
)
|
|
(36.6
|
)
|
|
(20.0
|
)
|
|
(129.5
|
)
|
||||
Comprehensive income attributable to non-controlling interest
|
6.3
|
|
|
6.0
|
|
|
12.4
|
|
|
11.9
|
|
||||
Comprehensive loss attributable to Crestwood Equity Partners LP
|
$
|
(6.5
|
)
|
|
$
|
(42.6
|
)
|
|
$
|
(32.4
|
)
|
|
$
|
(141.4
|
)
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
|
||||||||||||||||||||||||
|
Preferred
|
|
Partners
|
|
|
|
|
|||||||||||||||||
|
Units
|
|
Capital
|
|
Common Units
|
|
Subordinated Units
|
|
Capital
|
|
Non-Controlling
Partners
|
|
Total Partners’
Capital
|
|||||||||||
Balance at December 31, 2016
|
66.5
|
|
|
$
|
564.5
|
|
|
69.1
|
|
|
0.4
|
|
|
$
|
1,782.0
|
|
|
$
|
192.5
|
|
|
$
|
2,539.0
|
|
Distributions to partners
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83.6
|
)
|
|
(7.6
|
)
|
|
(91.2
|
)
|
||||
Unit-based compensation charges
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
||||
Change in fair value of Suburban Propane Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
Net income (loss)
|
—
|
|
|
31.3
|
|
|
—
|
|
|
—
|
|
|
(62.8
|
)
|
|
12.4
|
|
|
(19.1
|
)
|
||||
Balance at June 30, 2017
|
69.6
|
|
|
$
|
595.8
|
|
|
69.6
|
|
|
0.4
|
|
|
$
|
1,643.5
|
|
|
$
|
197.3
|
|
|
$
|
2,436.6
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(19.1
|
)
|
|
$
|
(130.8
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
97.1
|
|
|
126.7
|
|
||
Amortization of debt-related deferred costs, discounts and premiums
|
3.5
|
|
|
3.4
|
|
||
Unit-based compensation charges
|
12.7
|
|
|
9.3
|
|
||
Loss on long-lived assets, net
|
—
|
|
|
32.7
|
|
||
Goodwill impairment
|
—
|
|
|
109.7
|
|
||
(Gain) loss on modification/extinguishment of debt
|
37.7
|
|
|
(10.0
|
)
|
||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
0.5
|
|
|
(0.8
|
)
|
||
Deferred income taxes
|
(0.7
|
)
|
|
(0.6
|
)
|
||
Other
|
(0.4
|
)
|
|
0.1
|
|
||
Changes in operating assets and liabilities
|
1.6
|
|
|
53.3
|
|
||
Net cash provided by operating activities
|
132.9
|
|
|
193.0
|
|
||
Investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(88.7
|
)
|
|
(76.2
|
)
|
||
Investment in unconsolidated affiliates
|
(18.5
|
)
|
|
(5.5
|
)
|
||
Capital distributions from unconsolidated affiliates
|
21.1
|
|
|
5.5
|
|
||
Net proceeds from sale of assets
|
1.0
|
|
|
942.0
|
|
||
Net cash provided by (used in) investing activities
|
(85.1
|
)
|
|
865.8
|
|
||
Financing activities
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
1,680.4
|
|
|
1,078.8
|
|
||
Payments on long-term debt
|
(1,630.3
|
)
|
|
(1,987.7
|
)
|
||
Payments on capital leases
|
(1.3
|
)
|
|
(0.9
|
)
|
||
Payments for debt-related deferred costs
|
(1.0
|
)
|
|
(3.3
|
)
|
||
Distributions to partners
|
(83.6
|
)
|
|
(137.0
|
)
|
||
Distributions paid to non-controlling partners
|
(7.6
|
)
|
|
(7.6
|
)
|
||
Taxes paid for unit-based compensation vesting
|
(3.6
|
)
|
|
(0.6
|
)
|
||
Other
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Net cash used in financing activities
|
(47.1
|
)
|
|
(1,058.4
|
)
|
||
Net change in cash
|
0.7
|
|
|
0.4
|
|
||
Cash at beginning of period
|
1.6
|
|
|
0.5
|
|
||
Cash at end of period
|
$
|
2.3
|
|
|
$
|
0.9
|
|
Supplemental schedule of noncash investing and financing activities
|
|
|
|
||||
Net change to property, plant and equipment through accounts payable and accrued expenses
|
$
|
(6.9
|
)
|
|
$
|
(11.9
|
)
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions)
|
|||||||
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
2.0
|
|
|
$
|
1.3
|
|
Accounts receivable, less allowance for doubtful accounts of $1.4 million and $1.9 million at June 30, 2017 and December 31, 2016
|
290.3
|
|
|
289.8
|
|
||
Inventory
|
63.1
|
|
|
66.0
|
|
||
Assets from price risk management activities
|
12.8
|
|
|
6.3
|
|
||
Prepaid expenses and other current assets
|
7.0
|
|
|
9.7
|
|
||
Total current assets
|
375.2
|
|
|
373.1
|
|
||
Property, plant and equipment
|
2,886.8
|
|
|
2,885.5
|
|
||
Less: accumulated depreciation and depletion
|
652.8
|
|
|
587.1
|
|
||
Property, plant and equipment, net
|
2,234.0
|
|
|
2,298.4
|
|
||
Intangible assets
|
883.1
|
|
|
883.1
|
|
||
Less: accumulated amortization
|
255.5
|
|
|
230.2
|
|
||
Intangible assets, net
|
627.6
|
|
|
652.9
|
|
||
Goodwill
|
199.0
|
|
|
199.0
|
|
||
Investments in unconsolidated affiliates
|
1,181.7
|
|
|
1,115.4
|
|
||
Other assets
|
2.1
|
|
|
1.8
|
|
||
Total assets
|
$
|
4,619.6
|
|
|
$
|
4,640.6
|
|
Liabilities and partners’ capital
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
234.8
|
|
|
$
|
214.5
|
|
Accrued expenses and other liabilities
|
83.3
|
|
|
87.9
|
|
||
Liabilities from price risk management activities
|
8.0
|
|
|
28.6
|
|
||
Current portion of long-term debt
|
1.0
|
|
|
1.0
|
|
||
Total current liabilities
|
327.1
|
|
|
332.0
|
|
||
Long-term debt, less current portion
|
1,613.0
|
|
|
1,522.7
|
|
||
Other long-term liabilities
|
44.6
|
|
|
42.0
|
|
||
Deferred income taxes
|
0.7
|
|
|
0.7
|
|
||
Commitments and contingencies (
Note 10
)
|
|
|
|
||||
Partners’ capital
|
2,436.9
|
|
|
2,550.7
|
|
||
Interest of non-controlling partners in subsidiary
|
197.3
|
|
|
192.5
|
|
||
Total partners’ capital
|
2,634.2
|
|
|
2,743.2
|
|
||
Total liabilities and partners’ capital
|
$
|
4,619.6
|
|
|
$
|
4,640.6
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
(unaudited)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product revenues:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
$
|
325.3
|
|
|
$
|
199.1
|
|
|
$
|
618.4
|
|
|
$
|
361.6
|
|
Marketing, supply and logistics
|
421.5
|
|
|
257.4
|
|
|
851.7
|
|
|
463.9
|
|
||||
|
746.8
|
|
|
456.5
|
|
|
1,470.1
|
|
|
825.5
|
|
||||
Service revenues:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
79.4
|
|
|
69.7
|
|
|
154.4
|
|
|
145.4
|
|
||||
Storage and transportation
|
8.5
|
|
|
53.8
|
|
|
18.5
|
|
|
113.2
|
|
||||
Marketing, supply and logistics
|
15.2
|
|
|
21.2
|
|
|
34.5
|
|
|
52.4
|
|
||||
Related party (
Note 11
)
|
0.4
|
|
|
0.7
|
|
|
0.9
|
|
|
1.4
|
|
||||
|
103.5
|
|
|
145.4
|
|
|
208.3
|
|
|
312.4
|
|
||||
Total revenues
|
850.3
|
|
|
601.9
|
|
|
1,678.4
|
|
|
1,137.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Costs of product/services sold (exclusive of items shown separately below):
|
|
|
|
|
|
|
|
||||||||
Product costs:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
350.7
|
|
|
221.9
|
|
|
663.2
|
|
|
397.3
|
|
||||
Marketing, supply and logistics
|
363.0
|
|
|
210.0
|
|
|
717.2
|
|
|
376.0
|
|
||||
Related party (
Note 11
)
|
4.0
|
|
|
4.4
|
|
|
8.1
|
|
|
8.7
|
|
||||
|
717.7
|
|
|
436.3
|
|
|
1,388.5
|
|
|
782.0
|
|
||||
Service costs:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Storage and transportation
|
0.1
|
|
|
1.9
|
|
|
0.1
|
|
|
4.8
|
|
||||
Marketing, supply and logistics
|
11.8
|
|
|
11.8
|
|
|
24.5
|
|
|
26.5
|
|
||||
|
11.9
|
|
|
13.7
|
|
|
24.6
|
|
|
31.4
|
|
||||
Total costs of product/services sold
|
729.6
|
|
|
450.0
|
|
|
1,413.1
|
|
|
813.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Operations and maintenance
|
34.2
|
|
|
41.4
|
|
|
67.9
|
|
|
83.1
|
|
||||
General and administrative
|
22.1
|
|
|
28.0
|
|
|
47.6
|
|
|
50.2
|
|
||||
Depreciation, amortization and accretion
|
51.4
|
|
|
67.1
|
|
|
102.6
|
|
|
132.0
|
|
||||
|
107.7
|
|
|
136.5
|
|
|
218.1
|
|
|
265.3
|
|
||||
Other operating expenses:
|
|
|
|
|
|
|
|
||||||||
Loss on long-lived assets, net
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(32.7
|
)
|
||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(109.7
|
)
|
||||
Operating income (loss)
|
13.0
|
|
|
(17.3
|
)
|
|
47.2
|
|
|
(83.2
|
)
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(in millions)
(unaudited)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Earnings from unconsolidated affiliates, net
|
9.6
|
|
|
6.2
|
|
|
17.7
|
|
|
12.7
|
|
||||
Interest and debt expense, net
|
(24.1
|
)
|
|
(34.3
|
)
|
|
(50.6
|
)
|
|
(70.4
|
)
|
||||
Gain (loss) on modification/extinguishment of debt
|
(0.4
|
)
|
|
10.0
|
|
|
(37.7
|
)
|
|
10.0
|
|
||||
Loss before income taxes
|
(1.9
|
)
|
|
(35.4
|
)
|
|
(23.4
|
)
|
|
(130.9
|
)
|
||||
Benefit (provision) for income taxes
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
|
—
|
|
||||
Net loss
|
(1.9
|
)
|
|
(35.6
|
)
|
|
(23.3
|
)
|
|
(130.9
|
)
|
||||
Net income attributable to non-controlling partners
|
6.3
|
|
|
6.0
|
|
|
12.4
|
|
|
11.9
|
|
||||
Net loss attributable to Crestwood Midstream Partners LP
|
$
|
(8.2
|
)
|
|
$
|
(41.6
|
)
|
|
$
|
(35.7
|
)
|
|
$
|
(142.8
|
)
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
|
||||||||||||
|
|
Partners
|
|
Non-Controlling Partners
|
|
Total Partners’
Capital
|
||||||
Balance at December 31, 2016
|
|
$
|
2,550.7
|
|
|
$
|
192.5
|
|
|
$
|
2,743.2
|
|
Distributions to partners
|
|
(86.9
|
)
|
|
(7.6
|
)
|
|
(94.5
|
)
|
|||
Unit-based compensation charges
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
|||
Taxes paid for unit-based compensation vesting
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||
Other
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Net income (loss)
|
|
(35.7
|
)
|
|
12.4
|
|
|
(23.3
|
)
|
|||
Balance at June 30, 2017
|
|
$
|
2,436.9
|
|
|
$
|
197.3
|
|
|
$
|
2,634.2
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(23.3
|
)
|
|
$
|
(130.9
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
102.6
|
|
|
132.0
|
|
||
Amortization of debt-related deferred costs and premiums
|
3.5
|
|
|
3.4
|
|
||
Unit-based compensation charges
|
12.7
|
|
|
9.3
|
|
||
Goodwill impairment
|
—
|
|
|
109.7
|
|
||
Loss on long-lived assets
|
—
|
|
|
32.7
|
|
||
(Gain) loss on modification/extinguishment of debt
|
37.7
|
|
|
(10.0
|
)
|
||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
0.5
|
|
|
(0.8
|
)
|
||
Deferred income taxes
|
—
|
|
|
0.2
|
|
||
Other
|
(0.4
|
)
|
|
0.1
|
|
||
Changes in operating assets and liabilities
|
2.8
|
|
|
50.3
|
|
||
Net cash provided by operating activities
|
136.1
|
|
|
196.0
|
|
||
Investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(88.7
|
)
|
|
(76.2
|
)
|
||
Investment in unconsolidated affiliates
|
(18.5
|
)
|
|
(5.5
|
)
|
||
Capital distributions from unconsolidated affiliates
|
21.1
|
|
|
5.5
|
|
||
Net proceeds from sale of assets
|
1.0
|
|
|
942.0
|
|
||
Net cash provided by (used in) investing activities
|
(85.1
|
)
|
|
865.8
|
|
||
Financing activities
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
1,680.4
|
|
|
1,078.8
|
|
||
Payments on long-term debt
|
(1,630.3
|
)
|
|
(1,987.5
|
)
|
||
Payments on capital leases
|
(1.3
|
)
|
|
(0.9
|
)
|
||
Payments for debt-related deferred costs
|
(1.0
|
)
|
|
(3.3
|
)
|
||
Distributions to partners
|
(94.5
|
)
|
|
(148.2
|
)
|
||
Taxes paid for unit-based compensation vesting
|
(3.6
|
)
|
|
(0.6
|
)
|
||
Net cash used in financing activities
|
(50.3
|
)
|
|
(1,061.7
|
)
|
||
Net change in cash
|
0.7
|
|
|
0.1
|
|
||
Cash at beginning of period
|
1.3
|
|
|
0.1
|
|
||
Cash at end of period
|
$
|
2.0
|
|
|
$
|
0.2
|
|
Supplemental schedule of non-cash investing and financing activities
|
|
|
|
||||
Net change to property, plant and equipment through accounts payable and accrued expenses
|
$
|
(6.9
|
)
|
|
$
|
(11.9
|
)
|
Gathering and Processing
|
|
||
Marcellus
|
$
|
8.6
|
|
Storage and Transportation
|
|
||
COLT
|
13.7
|
|
|
Marketing, Supply and Logistics
|
|
||
Supply and Logistics
|
65.5
|
|
|
Storage and Terminals
|
14.1
|
|
|
Trucking
|
7.8
|
|
|
Total
|
$
|
109.7
|
|
|
CEQP
|
|
CMLP
|
||||||||||||
|
June 30,
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Accrued expenses
|
$
|
39.0
|
|
|
$
|
46.9
|
|
|
$
|
38.1
|
|
|
$
|
45.5
|
|
Accrued property taxes
|
6.6
|
|
|
4.2
|
|
|
6.6
|
|
|
4.2
|
|
||||
Accrued natural gas purchases
|
0.2
|
|
|
4.9
|
|
|
0.2
|
|
|
4.9
|
|
||||
Tax payable
|
0.3
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||
Interest payable
|
21.6
|
|
|
22.8
|
|
|
21.6
|
|
|
22.8
|
|
||||
Accrued additions to property, plant and equipment
|
9.0
|
|
|
1.7
|
|
|
9.0
|
|
|
1.7
|
|
||||
Capital leases
|
1.1
|
|
|
1.3
|
|
|
1.1
|
|
|
1.3
|
|
||||
Deferred revenue
|
6.7
|
|
|
7.5
|
|
|
6.7
|
|
|
7.5
|
|
||||
Total accrued expenses and other liabilities
|
$
|
84.5
|
|
|
$
|
90.5
|
|
|
$
|
83.3
|
|
|
$
|
87.9
|
|
|
Investment
|
|
Earnings (Loss) from Unconsolidated Affiliates
|
||||||||||||||||||||
|
June 30,
|
|
December 31,
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Stagecoach Gas Services LLC
(1)
|
$
|
859.9
|
|
|
$
|
871.0
|
|
|
$
|
6.6
|
|
|
$
|
2.3
|
|
|
$
|
12.6
|
|
|
$
|
2.3
|
|
Jackalope Gas Gathering Services, L.L.C.
(2)
|
190.4
|
|
|
197.2
|
|
|
2.2
|
|
|
5.9
|
|
|
4.0
|
|
|
11.0
|
|
||||||
Tres Palacios Holdings LLC
(3)
|
37.5
|
|
|
39.0
|
|
|
0.7
|
|
|
(2.3
|
)
|
|
1.2
|
|
|
(1.5
|
)
|
||||||
Powder River Basin Industrial Complex, LLC
(4)
|
8.6
|
|
|
8.7
|
|
|
0.5
|
|
|
0.3
|
|
|
0.5
|
|
|
0.9
|
|
||||||
Crestwood Permian Basin Holdings LLC
(5)
|
85.3
|
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||||||
Total
|
$
|
1,181.7
|
|
|
$
|
1,115.4
|
|
|
$
|
9.6
|
|
|
$
|
6.2
|
|
|
$
|
17.7
|
|
|
$
|
12.7
|
|
(1)
|
As of
June 30, 2017
, our equity in the underlying net assets of Stagecoach Gas exceeded our investment balance by approximately
$51.4 million
. This excess amount is entirely attributable to goodwill and, as such, is not subject to amortization. Our Stagecoach Gas investment is included in our storage and transportation segment.
|
(2)
|
As of
June 30, 2017
, our equity in the underlying net assets of Jackalope Gas Gathering Services, L.L.C. (Jackalope) exceeded our investment balance by approximately
$0.8 million
. We amortize this amount over 20 years, which represents the life of Jackalope’s gathering agreement with Chesapeake Energy Corporation (Chesapeake), and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. Our Jackalope investment is included in our gathering and processing segment.
|
(3)
|
As of
June 30, 2017
, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded our investment balance by approximately
$27.2 million
. We amortize this amount over the life of the Tres Palacios Gas Storage LLC (Tres Palacios) sublease agreement, and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. Our Tres Holdings investment is included in our storage and transportation segment.
|
(4)
|
As of
June 30, 2017
, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) exceeded our investment balance by approximately
$6.7 million
. We amortize a portion of this amount over the life of PRBIC's property, plant and equipment and its agreement with Chesapeake, and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. During 2015, we recorded an impairment of our PRBIC equity investment as further discussed in our 2016 Annual Report on Form 10-K. For the year ended December 31, 2016, PRBIC recorded a
$41.3 million
impairment of its goodwill and long-lived assets and as a result, we adjusted our excess basis in PRBIC by approximately
$8.3 million
to reflect our proportionate share of the fair value of PRBIC's net assets. Our PRBIC investment is included in our storage and transportation segment.
|
(5)
|
As of
June 30, 2017
, our equity in the underlying net assets of Crestwood Permian exceeded our investment balance by approximately
$23.9 million
, which is entirely attributable to goodwill and, as such, is not subject to amortization. Our Crestwood Permian investment is included in our gathering and processing segment.
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
||||||||||||
Stagecoach Gas
|
$
|
42.0
|
|
|
$
|
18.6
|
|
|
$
|
23.5
|
|
|
$
|
13.2
|
|
|
$
|
5.7
|
|
|
$
|
7.5
|
|
Other
(1)
|
26.4
|
|
|
21.1
|
|
|
5.2
|
|
|
29.8
|
|
|
23.3
|
|
|
6.4
|
|
||||||
Total
|
$
|
68.4
|
|
|
$
|
39.7
|
|
|
$
|
28.7
|
|
|
$
|
43.0
|
|
|
$
|
29.0
|
|
|
$
|
13.9
|
|
(1)
|
Includes our Jackalope, Tres Holdings, PRBIC and Crestwood Permian equity investments. We amortize the excess basis in certain of our equity investments as an increase in our earnings from unconsolidated affiliates. We recorded amortization of the excess basis in our Jackalope equity investment of less than
$0.1 million
for both the
three months ended
June 30, 2017
and
2016
. We recorded amortization of the excess basis in our Tres Holdings equity investment of approximately
$0.3 million
for both the
three months ended
June 30, 2017
and
2016
. We recorded amortization of the excess basis in our PRBIC equity investment of approximately
$0.1 million
and
$0.4 million
for the
three months ended
June 30, 2017
and
2016
.
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
||||||||||||
Stagecoach Gas
|
$
|
84.0
|
|
|
$
|
38.0
|
|
|
$
|
46.1
|
|
|
$
|
13.2
|
|
|
$
|
5.7
|
|
|
$
|
7.5
|
|
Other
(1)
|
46.3
|
|
|
37.3
|
|
|
8.9
|
|
|
60.2
|
|
|
42.2
|
|
|
17.9
|
|
||||||
Total
|
$
|
130.3
|
|
|
$
|
75.3
|
|
|
$
|
55.0
|
|
|
$
|
73.4
|
|
|
$
|
47.9
|
|
|
$
|
25.4
|
|
(1)
|
Includes our Jackalope, Tres Holdings, PRBIC and Crestwood Permian equity investments. We amortize the excess basis in certain of our equity investments as an increase in our earnings from unconsolidated affiliates. We recorded amortization of the excess basis in our Jackalope equity investment of less than
$0.1 million
for both the
six months ended
June 30, 2017
and
2016
. We recorded amortization of the excess basis in our Tres Holdings equity investment of approximately
$0.6 million
for both the
six months ended
June 30, 2017
and
2016
. We recorded amortization of the excess basis in our PRBIC equity investment of approximately
$0.3 million
and
$0.8 million
for the
six months ended
June 30, 2017
and
2016
.
|
|
|
Distributions
|
|
Contributions
|
||||||||||||
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Stagecoach Gas
(1)
|
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Jackalope
|
|
12.3
|
|
|
12.1
|
|
|
1.5
|
|
|
—
|
|
||||
Tres Holdings
(1)
|
|
2.7
|
|
|
4.1
|
|
|
—
|
|
|
5.5
|
|
||||
PRBIC
|
|
0.6
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||
Crestwood Permian
(2)
|
|
—
|
|
|
—
|
|
|
86.4
|
|
|
—
|
|
||||
Total
|
|
$
|
39.3
|
|
|
$
|
17.4
|
|
|
$
|
87.9
|
|
|
$
|
5.5
|
|
(1)
|
In July 2017, we received a cash distribution from Stagecoach Gas and Tres Holdings of approximately
$12.0 million
and
$3.1 million
, respectively.
|
(2)
|
On June 21, 2017, we contributed to Crestwood Permian
100%
of the equity interest of Crestwood New Mexico at our historical book value of approximately
$69.4 million
. This contribution was treated as a non-cash transaction between entities under common control.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
||||
Propane, crude and heating oil (MMBbls)
|
14.8
|
|
|
16.8
|
|
|
13.1
|
|
|
15.1
|
|
Natural gas (MMBTU’s)
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and US government treasury securities.
|
•
|
Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models
|
•
|
Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
2020 Senior Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
340.6
|
|
|
$
|
350.2
|
|
2022 Senior Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
429.3
|
|
|
$
|
447.3
|
|
2023 Senior Notes
|
$
|
691.3
|
|
|
$
|
717.5
|
|
|
$
|
690.6
|
|
|
$
|
722.6
|
|
2025 Senior Notes
|
$
|
491.8
|
|
|
$
|
498.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
June 30, 2017
|
|
|
||||||||||||||||||||||||
|
Fair Value of Derivatives
|
|
|
|
|
|
|||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting
(1)
|
|
Collateral/Margin Received or Paid
|
|
Recorded in Balance Sheet
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Assets from price risk management
|
$
|
0.7
|
|
|
$
|
41.7
|
|
|
$
|
—
|
|
|
$
|
42.4
|
|
|
$
|
(30.2
|
)
|
|
$
|
0.6
|
|
|
$
|
12.8
|
|
Suburban Propane Partners, L.P. units
(2)
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||||
Total assets at fair value
|
$
|
4.1
|
|
|
$
|
41.7
|
|
|
$
|
—
|
|
|
$
|
45.8
|
|
|
$
|
(30.2
|
)
|
|
$
|
0.6
|
|
|
$
|
16.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities from price risk management
|
$
|
0.3
|
|
|
$
|
36.6
|
|
|
$
|
—
|
|
|
$
|
36.9
|
|
|
$
|
(30.2
|
)
|
|
$
|
1.3
|
|
|
$
|
8.0
|
|
Total liabilities at fair value
|
$
|
0.3
|
|
|
$
|
36.6
|
|
|
$
|
—
|
|
|
$
|
36.9
|
|
|
$
|
(30.2
|
)
|
|
$
|
1.3
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
December 31, 2016
|
|
|
||||||||||||||||||||||||
|
Fair Value of Derivatives
|
|
|
|
|
|
|||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting
(1)
|
|
Collateral/Margin Received or Paid
|
|
Recorded in Balance Sheet
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Assets from price risk management
|
$
|
0.6
|
|
|
$
|
84.4
|
|
|
$
|
—
|
|
|
$
|
85.0
|
|
|
$
|
(67.8
|
)
|
|
$
|
(10.9
|
)
|
|
$
|
6.3
|
|
Suburban Propane Partners, L.P. units
(2)
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|||||||
Total assets at fair value
|
$
|
4.9
|
|
|
$
|
84.4
|
|
|
$
|
—
|
|
|
$
|
89.3
|
|
|
$
|
(67.8
|
)
|
|
$
|
(10.9
|
)
|
|
$
|
10.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities from price risk management
|
$
|
2.7
|
|
|
$
|
90.2
|
|
|
$
|
—
|
|
|
$
|
92.9
|
|
|
$
|
(67.8
|
)
|
|
$
|
3.5
|
|
|
$
|
28.6
|
|
Total liabilities at fair value
|
$
|
2.7
|
|
|
$
|
90.2
|
|
|
$
|
—
|
|
|
$
|
92.9
|
|
|
$
|
(67.8
|
)
|
|
$
|
3.5
|
|
|
$
|
28.6
|
|
(1)
|
Amounts represent the impact of legally enforceable master netting agreements that allow us to settle positive and negative positions as well as cash collateral held or placed with the same counterparties.
|
(2)
|
Amount is reflected in other assets on CEQP's consolidated balance sheets.
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Credit Facility
|
$
|
443.0
|
|
|
$
|
77.0
|
|
2020 Senior Notes
|
—
|
|
|
338.8
|
|
||
Fair value adjustment of 2020 Senior Notes
|
—
|
|
|
1.8
|
|
||
2022 Senior Notes
|
—
|
|
|
436.4
|
|
||
2023 Senior Notes
|
700.0
|
|
|
700.0
|
|
||
2025 Senior Notes
|
500.0
|
|
|
—
|
|
||
Other
|
3.0
|
|
|
3.7
|
|
||
Less: deferred financing costs, net
|
32.0
|
|
|
34.0
|
|
||
Total debt
|
1,614.0
|
|
|
1,523.7
|
|
||
Less: current portion
|
1.0
|
|
|
1.0
|
|
||
Total long-term debt, less current portion
|
$
|
1,613.0
|
|
|
$
|
1,522.7
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Rate
|
|
Cash Distributions
(
in millions
)
|
||||
2017
|
|
|
|
|
|
|
||||
February 7, 2017
|
|
February 14, 2017
|
|
$
|
0.60
|
|
|
$
|
41.8
|
|
May 8, 2017
|
|
May 15, 2017
|
|
0.60
|
|
|
41.8
|
|
||
|
|
|
|
|
|
$
|
83.6
|
|
||
2016
|
|
|
|
|
|
|
||||
February 5, 2016
|
|
February 12, 2016
|
|
$
|
1.375
|
|
|
$
|
95.6
|
|
May 6, 2016
|
|
May 13, 2016
|
|
0.60
|
|
|
41.4
|
|
||
|
|
|
|
|
|
$
|
137.0
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gathering and processing revenues at CEQP and CMLP
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
$
|
1.4
|
|
Gathering and processing costs of product/services sold at CEQP and CMLP
(1)
|
$
|
4.0
|
|
|
$
|
4.4
|
|
|
$
|
8.1
|
|
|
$
|
8.7
|
|
Operations and maintenance expenses at CEQP and CMLP
(2)
|
$
|
5.0
|
|
|
$
|
1.0
|
|
|
$
|
9.8
|
|
|
$
|
1.7
|
|
General and administrative expenses charged by CEQP to CMLP, net
(3)
|
$
|
4.9
|
|
|
$
|
3.2
|
|
|
$
|
10.4
|
|
|
$
|
6.9
|
|
General and administrative expenses at CEQP charged to (from) Crestwood Holdings, net
(4)
|
$
|
0.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.1
|
)
|
(1)
|
Represents natural gas purchases from Sabine.
|
(2)
|
We have operating agreements with certain of our unconsolidated affiliates pursuant to which we charge them operations and maintenance expenses in accordance with their respective agreements. During the
three and six months ended
June 30, 2017
, we charged
$1.9 million
and
$4.5 million
to Stagecoach Gas,
$0.9 million
and
$1.8 million
to Tres Palacios,
$2.1 million
and
$3.3 million
to Crestwood Permian and
$0.1 million
and
$0.2 million
to Jackalope. During the
three and six months ended
June 30, 2016
, we charged
$0.7 million
and
$1.4 million
to Tres Palacios and
$0.3 million
to Stagecoach Gas in both periods .
|
(3)
|
Includes
$5.6 million
and
$11.9 million
of net unit-based compensation charges allocated from CEQP to CMLP for the
three and six months ended
June 30, 2017
and
$3.9 million
and
$8.4 million
for the
three and six months ended
June 30, 2016
. In addition, CMLP shares common management, general and administrative and overhead costs with CEQP. During the
three and six months ended
June 30, 2017
, CMLP allocated
$0.7 million
and
$1.5 million
of general and administrative costs to CEQP and
$0.7 million
and
$1.5 million
for the
three and six months ended
June 30, 2016
.
|
(4)
|
Includes less than
$0.1 million
and
$0.8 million
unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the
three and six months ended
June 30, 2017
and
$0.9 million
during both the
three and six months ended
June 30, 2016
.
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Accounts receivable at CEQP and CMLP
|
$
|
7.6
|
|
|
$
|
5.6
|
|
Accounts payable at CEQP
|
$
|
4.8
|
|
|
$
|
2.5
|
|
Accounts payable at CMLP
|
$
|
2.3
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss)
|
$
|
0.3
|
|
|
$
|
(37.1
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
(130.8
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest and debt expense, net
|
24.1
|
|
|
34.3
|
|
|
50.6
|
|
|
70.4
|
|
||||
(Gain) loss on modification/extinguishment of debt
|
0.4
|
|
|
(10.0
|
)
|
|
37.7
|
|
|
(10.0
|
)
|
||||
Benefit for income taxes
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Depreciation, amortization and accretion
|
48.7
|
|
|
64.4
|
|
|
97.1
|
|
|
126.7
|
|
||||
EBITDA
|
$
|
73.5
|
|
|
$
|
51.6
|
|
|
$
|
166.2
|
|
|
$
|
56.3
|
|
|
Three Months Ended June 30, 2017
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
405.1
|
|
|
$
|
8.5
|
|
|
$
|
436.7
|
|
|
$
|
—
|
|
|
$
|
850.3
|
|
Intersegment revenues
|
34.1
|
|
|
1.7
|
|
|
(35.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
354.7
|
|
|
0.1
|
|
|
374.8
|
|
|
—
|
|
|
729.6
|
|
|||||
Operations and maintenance expense
|
18.2
|
|
|
1.3
|
|
|
14.7
|
|
|
—
|
|
|
34.2
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
22.7
|
|
|
22.7
|
|
|||||
Earnings from unconsolidated affiliates, net
|
1.8
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||
EBITDA
|
$
|
68.1
|
|
|
$
|
16.6
|
|
|
$
|
11.4
|
|
|
$
|
(22.6
|
)
|
|
$
|
73.5
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
153.1
|
|
|
$
|
—
|
|
|
$
|
199.0
|
|
Total assets
|
$
|
2,403.3
|
|
|
$
|
1,064.0
|
|
|
$
|
938.1
|
|
|
$
|
27.2
|
|
|
$
|
4,432.6
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
269.5
|
|
|
$
|
53.8
|
|
|
$
|
278.6
|
|
|
$
|
—
|
|
|
$
|
601.9
|
|
Intersegment revenues
|
30.6
|
|
|
1.1
|
|
|
(31.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
226.3
|
|
|
1.9
|
|
|
221.8
|
|
|
—
|
|
|
450.0
|
|
|||||
Operations and maintenance expense
|
20.9
|
|
|
8.5
|
|
|
15.6
|
|
|
—
|
|
|
45.0
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
28.9
|
|
|
28.9
|
|
|||||
Loss on long-lived assets
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
5.9
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||
EBITDA
|
$
|
58.8
|
|
|
$
|
12.1
|
|
|
$
|
9.5
|
|
|
$
|
(28.8
|
)
|
|
$
|
51.6
|
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
773.7
|
|
|
$
|
18.5
|
|
|
$
|
886.2
|
|
|
$
|
—
|
|
|
$
|
1,678.4
|
|
Intersegment revenues
|
64.4
|
|
|
3.5
|
|
|
(67.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
671.3
|
|
|
0.1
|
|
|
741.7
|
|
|
—
|
|
|
1,413.1
|
|
|||||
Operations and maintenance expense
|
35.6
|
|
|
2.4
|
|
|
29.9
|
|
|
—
|
|
|
67.9
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
49.1
|
|
|
49.1
|
|
|||||
Earnings from unconsolidated affiliates, net
|
3.4
|
|
|
14.3
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
EBITDA
|
$
|
134.6
|
|
|
$
|
33.8
|
|
|
$
|
46.7
|
|
|
$
|
(48.9
|
)
|
|
$
|
166.2
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
153.1
|
|
|
$
|
—
|
|
|
$
|
199.0
|
|
Total assets
|
$
|
2,403.3
|
|
|
$
|
1,064.0
|
|
|
$
|
938.1
|
|
|
$
|
27.2
|
|
|
$
|
4,432.6
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
508.4
|
|
|
$
|
113.2
|
|
|
$
|
516.3
|
|
|
$
|
—
|
|
|
$
|
1,137.9
|
|
Intersegment revenues
|
51.1
|
|
|
1.5
|
|
|
(52.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
406.1
|
|
|
4.8
|
|
|
402.5
|
|
|
—
|
|
|
813.4
|
|
|||||
Operations and maintenance expense
|
38.7
|
|
|
15.7
|
|
|
32.4
|
|
|
—
|
|
|
86.8
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
51.9
|
|
|
51.9
|
|
|||||
Goodwill impairment
|
(8.6
|
)
|
|
(13.7
|
)
|
|
(87.4
|
)
|
|
—
|
|
|
(109.7
|
)
|
|||||
Loss on long-lived assets
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
11.0
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
EBITDA
|
$
|
117.1
|
|
|
$
|
49.5
|
|
|
$
|
(58.6
|
)
|
|
$
|
(51.7
|
)
|
|
$
|
56.3
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
$
|
(1.9
|
)
|
|
$
|
(35.6
|
)
|
|
$
|
(23.3
|
)
|
|
$
|
(130.9
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest and debt expense, net
|
24.1
|
|
|
34.3
|
|
|
50.6
|
|
|
70.4
|
|
||||
(Gain) loss on modification/extinguishment of debt
|
0.4
|
|
|
(10.0
|
)
|
|
37.7
|
|
|
(10.0
|
)
|
||||
Provision (benefit) for income taxes
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Depreciation, amortization and accretion
|
51.4
|
|
|
67.1
|
|
|
102.6
|
|
|
132.0
|
|
||||
EBITDA
|
$
|
74.0
|
|
|
$
|
56.0
|
|
|
$
|
167.5
|
|
|
$
|
61.5
|
|
|
Three Months Ended June 30, 2017
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
405.1
|
|
|
$
|
8.5
|
|
|
$
|
436.7
|
|
|
$
|
—
|
|
|
$
|
850.3
|
|
Intersegment revenues
|
34.1
|
|
|
1.7
|
|
|
(35.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
354.7
|
|
|
0.1
|
|
|
374.8
|
|
|
—
|
|
|
729.6
|
|
|||||
Operations and maintenance expense
|
18.2
|
|
|
1.3
|
|
|
14.7
|
|
|
—
|
|
|
34.2
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
22.1
|
|
|
22.1
|
|
|||||
Earnings from unconsolidated affiliates, net
|
1.8
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|||||
EBITDA
|
$
|
68.1
|
|
|
$
|
16.6
|
|
|
$
|
11.4
|
|
|
$
|
(22.1
|
)
|
|
$
|
74.0
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
153.1
|
|
|
$
|
—
|
|
|
$
|
199.0
|
|
Total assets
|
$
|
2,598.3
|
|
|
$
|
1,064.0
|
|
|
$
|
938.1
|
|
|
$
|
19.2
|
|
|
$
|
4,619.6
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
269.5
|
|
|
$
|
53.8
|
|
|
$
|
278.6
|
|
|
$
|
—
|
|
|
$
|
601.9
|
|
Intersegment revenues
|
30.6
|
|
|
1.1
|
|
|
(31.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
226.3
|
|
|
1.9
|
|
|
221.8
|
|
|
—
|
|
|
450.0
|
|
|||||
Operations and maintenance expense
|
20.9
|
|
|
4.9
|
|
|
15.6
|
|
|
—
|
|
|
41.4
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
|
28.0
|
|
|||||
Loss on long-lived assets
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
5.9
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|||||
EBITDA
|
$
|
58.8
|
|
|
$
|
15.7
|
|
|
$
|
9.5
|
|
|
$
|
(28.0
|
)
|
|
$
|
56.0
|
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
773.7
|
|
|
$
|
18.5
|
|
|
$
|
886.2
|
|
|
$
|
—
|
|
|
$
|
1,678.4
|
|
Intersegment revenues
|
64.4
|
|
|
3.5
|
|
|
(67.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
671.3
|
|
|
0.1
|
|
|
741.7
|
|
|
—
|
|
|
1,413.1
|
|
|||||
Operations and maintenance expense
|
35.6
|
|
|
2.4
|
|
|
29.9
|
|
|
—
|
|
|
67.9
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
47.6
|
|
|
47.6
|
|
|||||
Earnings from unconsolidated affiliates, net
|
3.4
|
|
|
14.3
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
|||||
EBITDA
|
$
|
134.6
|
|
|
$
|
33.8
|
|
|
$
|
46.7
|
|
|
$
|
(47.6
|
)
|
|
$
|
167.5
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
153.1
|
|
|
$
|
—
|
|
|
$
|
199.0
|
|
Total assets
|
$
|
2,598.3
|
|
|
$
|
1,064.0
|
|
|
$
|
938.1
|
|
|
$
|
19.2
|
|
|
$
|
4,619.6
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
508.4
|
|
|
$
|
113.2
|
|
|
$
|
516.3
|
|
|
$
|
—
|
|
|
$
|
1,137.9
|
|
Intersegment revenues
|
51.1
|
|
|
1.5
|
|
|
(52.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
406.1
|
|
|
4.8
|
|
|
402.5
|
|
|
—
|
|
|
813.4
|
|
|||||
Operations and maintenance expense
|
38.7
|
|
|
12.0
|
|
|
32.4
|
|
|
—
|
|
|
83.1
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
50.2
|
|
|
50.2
|
|
|||||
Goodwill impairment
|
(8.6
|
)
|
|
(13.7
|
)
|
|
(87.4
|
)
|
|
—
|
|
|
(109.7
|
)
|
|||||
Loss on long-lived assets
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
11.0
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|||||
EBITDA
|
$
|
117.1
|
|
|
$
|
53.2
|
|
|
$
|
(58.6
|
)
|
|
$
|
(50.2
|
)
|
|
$
|
61.5
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
June 30, 2017
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
Accounts receivable
|
—
|
|
|
288.2
|
|
|
2.1
|
|
|
—
|
|
|
290.3
|
|
|||||
Inventory
|
—
|
|
|
63.1
|
|
|
—
|
|
|
—
|
|
|
63.1
|
|
|||||
Other current assets
|
—
|
|
|
19.8
|
|
|
—
|
|
|
—
|
|
|
19.8
|
|
|||||
Total current assets
|
2.0
|
|
|
371.1
|
|
|
2.1
|
|
|
—
|
|
|
375.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
—
|
|
|
2,234.0
|
|
|
—
|
|
|
—
|
|
|
2,234.0
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
|
826.6
|
|
|
—
|
|
|
—
|
|
|
826.6
|
|
|||||
Investment in consolidated affiliates
|
4,069.0
|
|
|
—
|
|
|
—
|
|
|
(4,069.0
|
)
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,181.7
|
|
|
—
|
|
|
1,181.7
|
|
|||||
Other assets
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||
Total assets
|
$
|
4,071.0
|
|
|
$
|
3,433.8
|
|
|
$
|
1,183.8
|
|
|
$
|
(4,069.0
|
)
|
|
$
|
4,619.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and partners' capital
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
234.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
234.8
|
|
Other current liabilities
|
21.9
|
|
|
70.4
|
|
|
—
|
|
|
—
|
|
|
92.3
|
|
|||||
Total current liabilities
|
21.9
|
|
|
305.2
|
|
|
—
|
|
|
—
|
|
|
327.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current portion
|
1,612.2
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
1,613.0
|
|
|||||
Other long-term liabilities
|
—
|
|
|
44.6
|
|
|
—
|
|
|
—
|
|
|
44.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Partners' capital
|
2,436.9
|
|
|
3,082.5
|
|
|
986.5
|
|
|
(4,069.0
|
)
|
|
2,436.9
|
|
|||||
Interest of non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
197.3
|
|
|
—
|
|
|
197.3
|
|
|||||
Total partners' capital
|
2,436.9
|
|
|
3,082.5
|
|
|
1,183.8
|
|
|
(4,069.0
|
)
|
|
2,634.2
|
|
|||||
Total liabilities and partners' capital
|
$
|
4,071.0
|
|
|
$
|
3,433.8
|
|
|
$
|
1,183.8
|
|
|
$
|
(4,069.0
|
)
|
|
$
|
4,619.6
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2016
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
Accounts receivable
|
—
|
|
|
289.3
|
|
|
0.5
|
|
|
—
|
|
|
289.8
|
|
|||||
Inventory
|
—
|
|
|
66.0
|
|
|
—
|
|
|
—
|
|
|
66.0
|
|
|||||
Other current assets
|
—
|
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Total current assets
|
1.3
|
|
|
371.3
|
|
|
0.5
|
|
|
—
|
|
|
373.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
—
|
|
|
2,298.4
|
|
|
—
|
|
|
—
|
|
|
2,298.4
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
|
851.9
|
|
|
—
|
|
|
—
|
|
|
851.9
|
|
|||||
Investment in consolidated affiliates
|
4,093.7
|
|
|
—
|
|
|
—
|
|
|
(4,093.7
|
)
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,115.4
|
|
|
—
|
|
|
1,115.4
|
|
|||||
Other assets
|
—
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||||
Total assets
|
$
|
4,095.0
|
|
|
$
|
3,523.4
|
|
|
$
|
1,115.9
|
|
|
$
|
(4,093.7
|
)
|
|
$
|
4,640.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and partners' capital
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
214.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
214.5
|
|
Other current liabilities
|
23.1
|
|
|
94.4
|
|
|
—
|
|
|
—
|
|
|
117.5
|
|
|||||
Total current liabilities
|
23.1
|
|
|
308.9
|
|
|
—
|
|
|
—
|
|
|
332.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current portion
|
1,521.2
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1,522.7
|
|
|||||
Other long-term liabilities
|
—
|
|
|
42.0
|
|
|
—
|
|
|
—
|
|
|
42.0
|
|
|||||
Deferred income taxes
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Partners' capital
|
2,550.7
|
|
|
3,170.3
|
|
|
923.4
|
|
|
(4,093.7
|
)
|
|
2,550.7
|
|
|||||
Interest of non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
192.5
|
|
|
—
|
|
|
192.5
|
|
|||||
Total partners' capital
|
2,550.7
|
|
|
3,170.3
|
|
|
1,115.9
|
|
|
(4,093.7
|
)
|
|
2,743.2
|
|
|||||
Total liabilities and partners' capital
|
$
|
4,095.0
|
|
|
$
|
3,523.4
|
|
|
$
|
1,115.9
|
|
|
$
|
(4,093.7
|
)
|
|
$
|
4,640.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
Three Months Ended June 30, 2017
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
850.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
850.3
|
|
Costs of product/services sold
|
—
|
|
|
729.6
|
|
|
—
|
|
|
—
|
|
|
729.6
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance
|
—
|
|
|
34.2
|
|
|
—
|
|
|
—
|
|
|
34.2
|
|
|||||
General and administrative
|
16.6
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
22.1
|
|
|||||
Depreciation, amortization and accretion
|
—
|
|
|
51.4
|
|
|
—
|
|
|
—
|
|
|
51.4
|
|
|||||
|
16.6
|
|
|
91.1
|
|
|
—
|
|
|
—
|
|
|
107.7
|
|
|||||
Operating income (loss)
|
(16.6
|
)
|
|
29.6
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
|||||
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
9.6
|
|
|
—
|
|
|
9.6
|
|
|||||
Interest and debt expense, net
|
(24.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.1
|
)
|
|||||
Gain on modification/extinguishment of debt
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
32.9
|
|
|
—
|
|
|
—
|
|
|
(32.9
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
(8.2
|
)
|
|
29.6
|
|
|
9.6
|
|
|
(32.9
|
)
|
|
(1.9
|
)
|
|||||
Provision for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
(8.2
|
)
|
|
29.6
|
|
|
9.6
|
|
|
(32.9
|
)
|
|
(1.9
|
)
|
|||||
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(8.2
|
)
|
|
$
|
29.6
|
|
|
$
|
3.3
|
|
|
$
|
(32.9
|
)
|
|
$
|
(8.2
|
)
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
Three Months Ended June 30, 2016
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
601.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
601.9
|
|
Costs of product/services sold
|
—
|
|
|
450.0
|
|
|
—
|
|
|
—
|
|
|
450.0
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance
|
—
|
|
|
41.4
|
|
|
—
|
|
|
—
|
|
|
41.4
|
|
|||||
General and administrative
|
23.2
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
|||||
Depreciation, amortization and accretion
|
—
|
|
|
67.1
|
|
|
—
|
|
|
—
|
|
|
67.1
|
|
|||||
|
23.2
|
|
|
113.3
|
|
|
—
|
|
|
—
|
|
|
136.5
|
|
|||||
Other operating expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on long-lived assets, net
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|||||
Operating income (loss)
|
(23.2
|
)
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
Interest and debt expense, net
|
(34.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.3
|
)
|
|||||
Gain on modification/extinguishment of debt
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||
Equity in net income (loss) of subsidiaries
|
5.9
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
(41.6
|
)
|
|
5.9
|
|
|
6.2
|
|
|
(5.9
|
)
|
|
(35.4
|
)
|
|||||
Provision for income taxes
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Net income (loss)
|
(41.6
|
)
|
|
5.7
|
|
|
6.2
|
|
|
(5.9
|
)
|
|
(35.6
|
)
|
|||||
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
(41.6
|
)
|
|
5.7
|
|
|
0.2
|
|
|
(5.9
|
)
|
|
(41.6
|
)
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
Six Months Ended June 30, 2017
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,678.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,678.4
|
|
Costs of product/services sold
|
—
|
|
|
1,413.1
|
|
|
—
|
|
|
—
|
|
|
1,413.1
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance
|
—
|
|
|
67.9
|
|
|
—
|
|
|
—
|
|
|
67.9
|
|
|||||
General and administrative
|
34.9
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
|
47.6
|
|
|||||
Depreciation, amortization and accretion
|
—
|
|
|
102.6
|
|
|
—
|
|
|
—
|
|
|
102.6
|
|
|||||
|
34.9
|
|
|
183.2
|
|
|
—
|
|
|
—
|
|
|
218.1
|
|
|||||
Operating income (loss)
|
(34.9
|
)
|
|
82.1
|
|
|
—
|
|
|
—
|
|
|
47.2
|
|
|||||
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
17.7
|
|
|
—
|
|
|
17.7
|
|
|||||
Interest and debt expense, net
|
(50.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.6
|
)
|
|||||
Loss on modification/extinguishment of debt
|
(37.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.7
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
87.5
|
|
|
—
|
|
|
—
|
|
|
(87.5
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
(35.7
|
)
|
|
82.1
|
|
|
17.7
|
|
|
(87.5
|
)
|
|
(23.4
|
)
|
|||||
Benefit for income taxes
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Net income (loss)
|
(35.7
|
)
|
|
82.2
|
|
|
17.7
|
|
|
(87.5
|
)
|
|
(23.3
|
)
|
|||||
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(35.7
|
)
|
|
$
|
82.2
|
|
|
$
|
5.3
|
|
|
$
|
(87.5
|
)
|
|
$
|
(35.7
|
)
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
Six Months Ended June 30, 2016
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,137.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,137.9
|
|
Costs of product/services sold
|
—
|
|
|
813.4
|
|
|
—
|
|
|
—
|
|
|
813.4
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance
|
—
|
|
|
83.1
|
|
|
—
|
|
|
—
|
|
|
83.1
|
|
|||||
General and administrative
|
40.9
|
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|
50.2
|
|
|||||
Depreciation, amortization and accretion
|
—
|
|
|
132.0
|
|
|
—
|
|
|
—
|
|
|
132.0
|
|
|||||
|
40.9
|
|
|
224.4
|
|
|
—
|
|
|
—
|
|
|
265.3
|
|
|||||
Other operating expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on long-lived assets, net
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|||||
Goodwill Impairment
|
—
|
|
|
(109.7
|
)
|
|
—
|
|
|
—
|
|
|
(109.7
|
)
|
|||||
Operating loss
|
(40.9
|
)
|
|
(42.3
|
)
|
|
—
|
|
|
—
|
|
|
(83.2
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
|||||
Interest and debt expense, net
|
(70.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70.4
|
)
|
|||||
Gain on modification/extinguishment of debt
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||
Equity in net income (loss) of subsidiaries
|
(41.5
|
)
|
|
—
|
|
|
—
|
|
|
41.5
|
|
|
—
|
|
|||||
Net income (loss)
|
(142.8
|
)
|
|
(42.3
|
)
|
|
12.7
|
|
|
41.5
|
|
|
(130.9
|
)
|
|||||
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
11.9
|
|
|||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(142.8
|
)
|
|
$
|
(42.3
|
)
|
|
$
|
0.8
|
|
|
$
|
41.5
|
|
|
$
|
(142.8
|
)
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
Six Months Ended June 30, 2017
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
$
|
(83.2
|
)
|
|
$
|
202.7
|
|
|
$
|
16.6
|
|
|
$
|
—
|
|
|
$
|
136.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(2.8
|
)
|
|
(85.9
|
)
|
|
—
|
|
|
—
|
|
|
(88.7
|
)
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(18.5
|
)
|
|
—
|
|
|
(18.5
|
)
|
|||||
Net proceeds from sale of assets
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
21.1
|
|
|
—
|
|
|
21.1
|
|
|||||
Capital distributions from consolidated affiliates
|
11.6
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
8.8
|
|
|
(84.9
|
)
|
|
2.6
|
|
|
(11.6
|
)
|
|
(85.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of long-term debt
|
1,680.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,680.4
|
|
|||||
Payments on long-term debt
|
(1,629.6
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,630.3
|
)
|
|||||
Payments on capital leases
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Payments for debt-related deferred costs
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||||
Distributions paid
|
(86.9
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
(94.5
|
)
|
|||||
Distributions to parent
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
11.6
|
|
|
—
|
|
|||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|||||
Change in intercompany balances
|
112.2
|
|
|
(112.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
75.1
|
|
|
(117.8
|
)
|
|
(19.2
|
)
|
|
11.6
|
|
|
(50.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Cash at beginning of period
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Cash at end of period
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
Six Months Ended June 30, 2016
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
$
|
(110.9
|
)
|
|
$
|
296.5
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
196.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(1.0
|
)
|
|
(75.2
|
)
|
|
—
|
|
|
—
|
|
|
(76.2
|
)
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
(5.5
|
)
|
|||||
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||
Net proceeds from sale of assets
|
—
|
|
|
942.0
|
|
|
—
|
|
|
—
|
|
|
942.0
|
|
|||||
Capital contributions to consolidated affiliates
|
2.8
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
1.8
|
|
|
866.8
|
|
|
—
|
|
|
(2.8
|
)
|
|
865.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of long-term debt
|
1,078.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,078.8
|
|
|||||
Principal payments on long-term debt
|
(1,986.8
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(1,987.5
|
)
|
|||||
Payments on capital leases
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||||
Payments for debt-related deferred costs
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||||
Distributions paid
|
(140.6
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
(148.2
|
)
|
|||||
Distributions to parent
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
2.8
|
|
|
—
|
|
|||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Change in intercompany balances
|
1,161.1
|
|
|
(1,161.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
109.2
|
|
|
(1,163.3
|
)
|
|
(10.4
|
)
|
|
2.8
|
|
|
(1,061.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Cash at beginning of period
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Cash at end of period
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
statements that are not historical in nature, including, but not limited to: (i) our belief that anticipated cash from operations, cash distributions from entities that we control, and borrowing capacity under our credit facility will be sufficient to meet our anticipated liquidity needs for the foreseeable future; and (ii) our belief that we do not have material potential liability in connection with legal proceedings that would have a significant financial impact on our consolidated financial condition, results of operations or cash flows; and
|
•
|
statements preceded by, followed by or that contain forward-looking terminology including the words “believe,” “expect,” “may,” “will,” “should,” “could,” “anticipate,” “estimate,” “intend” or the negation thereof, or similar expressions.
|
•
|
our ability to successfully implement our business plan for our assets and operations;
|
•
|
governmental legislation and regulations;
|
•
|
industry factors that influence the supply of and demand for crude oil, natural gas and NGLs;
|
•
|
industry factors that influence the demand for services in the markets (particularly unconventional shale plays) in which we provide services;
|
•
|
weather conditions;
|
•
|
the availability of crude oil, natural gas and NGLs, and the price of those commodities, to consumers relative to the price of alternative and competing fuels;
|
•
|
economic conditions;
|
•
|
costs or difficulties related to the integration of our existing businesses and acquisitions;
|
•
|
environmental claims;
|
•
|
operating hazards and other risks incidental to the provision of midstream services, including gathering, compressing, treating, processing, fractionating, transporting and storing energy products (i.e., crude oil, NGLs and natural gas) and related products (i.e., produced water);
|
•
|
interest rates;
|
•
|
the price and availability of debt and equity financing; and
|
•
|
the ability to sell or monetize assets in the current market, to reduce indebtedness or for other general partnership purposes.
|
|
Crestwood Equity
|
|
Crestwood Midstream
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Revenues
|
$
|
850.3
|
|
|
$
|
601.9
|
|
|
$
|
1,678.4
|
|
|
$
|
1,137.9
|
|
|
$
|
850.3
|
|
|
$
|
601.9
|
|
|
$
|
1,678.4
|
|
|
$
|
1,137.9
|
|
Costs of product/services sold
|
729.6
|
|
|
450.0
|
|
|
1,413.1
|
|
|
813.4
|
|
|
729.6
|
|
|
450.0
|
|
|
1,413.1
|
|
|
813.4
|
|
||||||||
Operations and maintenance expense
|
34.2
|
|
|
45.0
|
|
|
67.9
|
|
|
86.8
|
|
|
34.2
|
|
|
41.4
|
|
|
67.9
|
|
|
83.1
|
|
||||||||
General and administrative expense
|
22.7
|
|
|
28.9
|
|
|
49.1
|
|
|
51.9
|
|
|
22.1
|
|
|
28.0
|
|
|
47.6
|
|
|
50.2
|
|
||||||||
Depreciation, amortization and accretion
|
48.7
|
|
|
64.4
|
|
|
97.1
|
|
|
126.7
|
|
|
51.4
|
|
|
67.1
|
|
|
102.6
|
|
|
132.0
|
|
||||||||
Loss on long-lived assets, net
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(32.7
|
)
|
||||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(109.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109.7
|
)
|
||||||||
Operating income (loss)
|
15.1
|
|
|
(19.1
|
)
|
|
51.2
|
|
|
(83.3
|
)
|
|
13.0
|
|
|
(17.3
|
)
|
|
47.2
|
|
|
(83.2
|
)
|
||||||||
Earnings from unconsolidated
affiliates, net
|
9.6
|
|
|
6.2
|
|
|
17.7
|
|
|
12.7
|
|
|
9.6
|
|
|
6.2
|
|
|
17.7
|
|
|
12.7
|
|
||||||||
Interest and debt expense, net
|
(24.1
|
)
|
|
(34.3
|
)
|
|
(50.6
|
)
|
|
(70.4
|
)
|
|
(24.1
|
)
|
|
(34.3
|
)
|
|
(50.6
|
)
|
|
(70.4
|
)
|
||||||||
Gain (loss) on modification/extinguishment of debt
|
(0.4
|
)
|
|
10.0
|
|
|
(37.7
|
)
|
|
10.0
|
|
|
(0.4
|
)
|
|
10.0
|
|
|
(37.7
|
)
|
|
10.0
|
|
||||||||
Other income, net
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
(Provision) benefit for income taxes
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
|
—
|
|
||||||||
Net income (loss)
|
0.3
|
|
|
(37.1
|
)
|
|
(19.1
|
)
|
|
(130.8
|
)
|
|
(1.9
|
)
|
|
(35.6
|
)
|
|
(23.3
|
)
|
|
(130.9
|
)
|
||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest and debt expense, net
|
24.1
|
|
|
34.3
|
|
|
50.6
|
|
|
70.4
|
|
|
24.1
|
|
|
34.3
|
|
|
50.6
|
|
|
70.4
|
|
||||||||
(Gain) loss on modification/extinguishment of debt
|
0.4
|
|
|
(10.0
|
)
|
|
37.7
|
|
|
(10.0
|
)
|
|
0.4
|
|
|
(10.0
|
)
|
|
37.7
|
|
|
(10.0
|
)
|
||||||||
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
||||||||
Depreciation, amortization and accretion
|
48.7
|
|
|
64.4
|
|
|
97.1
|
|
|
126.7
|
|
|
51.4
|
|
|
67.1
|
|
|
102.6
|
|
|
132.0
|
|
||||||||
EBITDA
|
73.5
|
|
|
51.6
|
|
|
166.2
|
|
|
56.3
|
|
|
74.0
|
|
|
56.0
|
|
|
167.5
|
|
|
61.5
|
|
||||||||
Unit-based compensation charges
|
5.4
|
|
|
4.8
|
|
|
12.7
|
|
|
9.3
|
|
|
5.4
|
|
|
4.8
|
|
|
12.7
|
|
|
9.3
|
|
||||||||
Loss on long-lived assets, net
|
—
|
|
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
32.7
|
|
||||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
109.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109.7
|
|
||||||||
Earnings from unconsolidated affiliates, net
|
(9.6
|
)
|
|
(6.2
|
)
|
|
(17.7
|
)
|
|
(12.7
|
)
|
|
(9.6
|
)
|
|
(6.2
|
)
|
|
(17.7
|
)
|
|
(12.7
|
)
|
||||||||
Adjusted EBITDA from unconsolidated affiliates, net
|
17.8
|
|
|
10.6
|
|
|
33.4
|
|
|
19.7
|
|
|
17.8
|
|
|
10.6
|
|
|
33.4
|
|
|
19.7
|
|
||||||||
Change in fair value of commodity inventory-related derivative contracts
|
3.7
|
|
|
3.5
|
|
|
(14.9
|
)
|
|
0.8
|
|
|
3.7
|
|
|
3.5
|
|
|
(14.9
|
)
|
|
0.8
|
|
||||||||
Significant transaction and environmental related costs and other items
|
6.5
|
|
|
9.5
|
|
|
8.5
|
|
|
10.7
|
|
|
6.5
|
|
|
9.5
|
|
|
8.5
|
|
|
10.7
|
|
||||||||
Adjusted EBITDA
|
$
|
97.3
|
|
|
$
|
106.5
|
|
|
$
|
188.2
|
|
|
$
|
226.5
|
|
|
$
|
97.8
|
|
|
$
|
110.9
|
|
|
$
|
189.5
|
|
|
$
|
231.7
|
|
|
Crestwood Equity
|
|
Crestwood Midstream
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Net cash provided by operating activities
|
$
|
74.0
|
|
|
$
|
58.7
|
|
|
$
|
132.9
|
|
|
$
|
193.0
|
|
|
$
|
76.1
|
|
|
$
|
60.3
|
|
|
$
|
136.1
|
|
|
$
|
196.0
|
|
Net changes in operating assets and liabilities
|
(16.8
|
)
|
|
(2.7
|
)
|
|
(1.6
|
)
|
|
(53.3
|
)
|
|
(18.3
|
)
|
|
0.4
|
|
|
(2.8
|
)
|
|
(50.3
|
)
|
||||||||
Amortization of debt-related deferred costs, discounts and premiums
|
(1.7
|
)
|
|
(1.7
|
)
|
|
(3.5
|
)
|
|
(3.4
|
)
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|
(3.5
|
)
|
|
(3.4
|
)
|
||||||||
Interest and debt expense, net
|
24.1
|
|
|
34.3
|
|
|
50.6
|
|
|
70.4
|
|
|
24.1
|
|
|
34.3
|
|
|
50.6
|
|
|
70.4
|
|
||||||||
Unit-based compensation charges
|
(5.4
|
)
|
|
(4.8
|
)
|
|
(12.7
|
)
|
|
(9.3
|
)
|
|
(5.4
|
)
|
|
(4.8
|
)
|
|
(12.7
|
)
|
|
(9.3
|
)
|
||||||||
Loss on long-lived assets, net
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(32.7
|
)
|
||||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(109.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109.7
|
)
|
||||||||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
(0.8
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
0.8
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
0.8
|
|
||||||||
Deferred income taxes
|
0.1
|
|
|
0.5
|
|
|
0.7
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||||
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
||||||||
Other non-cash (income) expense
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.1
|
)
|
||||||||
EBITDA
|
73.5
|
|
|
51.6
|
|
|
166.2
|
|
|
56.3
|
|
|
74.0
|
|
|
56.0
|
|
|
167.5
|
|
|
61.5
|
|
||||||||
Unit-based compensation charges
|
5.4
|
|
|
4.8
|
|
|
12.7
|
|
|
9.3
|
|
|
5.4
|
|
|
4.8
|
|
|
12.7
|
|
|
9.3
|
|
||||||||
Loss on long-lived assets, net
|
—
|
|
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
32.7
|
|
||||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
109.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109.7
|
|
||||||||
Earnings from unconsolidated affiliates, net
|
(9.6
|
)
|
|
(6.2
|
)
|
|
(17.7
|
)
|
|
(12.7
|
)
|
|
(9.6
|
)
|
|
(6.2
|
)
|
|
(17.7
|
)
|
|
(12.7
|
)
|
||||||||
Adjusted EBITDA from unconsolidated affiliates, net
|
17.8
|
|
|
10.6
|
|
|
33.4
|
|
|
19.7
|
|
|
17.8
|
|
|
10.6
|
|
|
33.4
|
|
|
19.7
|
|
||||||||
Change in fair value of commodity inventory-related derivative contracts
|
3.7
|
|
|
3.5
|
|
|
(14.9
|
)
|
|
0.8
|
|
|
3.7
|
|
|
3.5
|
|
|
(14.9
|
)
|
|
0.8
|
|
||||||||
Significant transaction and environmental related costs and other items
|
6.5
|
|
|
9.5
|
|
|
8.5
|
|
|
10.7
|
|
|
6.5
|
|
|
9.5
|
|
|
8.5
|
|
|
10.7
|
|
||||||||
Adjusted EBITDA
|
$
|
97.3
|
|
|
$
|
106.5
|
|
|
$
|
188.2
|
|
|
$
|
226.5
|
|
|
$
|
97.8
|
|
|
$
|
110.9
|
|
|
$
|
189.5
|
|
|
$
|
231.7
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
Revenues
|
$
|
405.1
|
|
|
$
|
8.5
|
|
|
$
|
436.7
|
|
|
$
|
269.5
|
|
|
$
|
53.8
|
|
|
$
|
278.6
|
|
Intersegment revenues
|
34.1
|
|
|
1.7
|
|
|
(35.8
|
)
|
|
30.6
|
|
|
1.1
|
|
|
(31.7
|
)
|
||||||
Costs of product/services sold
|
354.7
|
|
|
0.1
|
|
|
374.8
|
|
|
226.3
|
|
|
1.9
|
|
|
221.8
|
|
||||||
Operations and maintenance expense
|
18.2
|
|
|
1.3
|
|
|
14.7
|
|
|
20.9
|
|
|
8.5
|
|
|
15.6
|
|
||||||
Loss on long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
||||||
Earnings from unconsolidated affiliates, net
|
1.8
|
|
|
7.8
|
|
|
—
|
|
|
5.9
|
|
|
0.3
|
|
|
—
|
|
||||||
EBITDA
|
$
|
68.1
|
|
|
$
|
16.6
|
|
|
$
|
11.4
|
|
|
$
|
58.8
|
|
|
$
|
12.1
|
|
|
$
|
9.5
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
Revenues
|
$
|
773.7
|
|
|
$
|
18.5
|
|
|
$
|
886.2
|
|
|
$
|
508.4
|
|
|
$
|
113.2
|
|
|
$
|
516.3
|
|
Intersegment revenues
|
64.4
|
|
|
3.5
|
|
|
(67.9
|
)
|
|
51.1
|
|
|
1.5
|
|
|
(52.6
|
)
|
||||||
Costs of product/services sold
|
671.3
|
|
|
0.1
|
|
|
741.7
|
|
|
406.1
|
|
|
4.8
|
|
|
402.5
|
|
||||||
Operations and maintenance expense
|
35.6
|
|
|
2.4
|
|
|
29.9
|
|
|
38.7
|
|
|
15.7
|
|
|
32.4
|
|
||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
(13.7
|
)
|
|
(87.4
|
)
|
||||||
Loss on long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
||||||
Earnings from unconsolidated affiliates, net
|
3.4
|
|
|
14.3
|
|
|
—
|
|
|
11.0
|
|
|
1.7
|
|
|
—
|
|
||||||
EBITDA
|
$
|
134.6
|
|
|
$
|
33.8
|
|
|
$
|
46.7
|
|
|
$
|
117.1
|
|
|
$
|
49.5
|
|
|
$
|
(58.6
|
)
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
Revenues
|
$
|
405.1
|
|
|
$
|
8.5
|
|
|
$
|
436.7
|
|
|
$
|
269.5
|
|
|
$
|
53.8
|
|
|
$
|
278.6
|
|
Intersegment revenues
|
34.1
|
|
|
1.7
|
|
|
(35.8
|
)
|
|
30.6
|
|
|
1.1
|
|
|
(31.7
|
)
|
||||||
Costs of product/services sold
|
354.7
|
|
|
0.1
|
|
|
374.8
|
|
|
226.3
|
|
|
1.9
|
|
|
221.8
|
|
||||||
Operations and maintenance expense
|
18.2
|
|
|
1.3
|
|
|
14.7
|
|
|
20.9
|
|
|
4.9
|
|
|
15.6
|
|
||||||
Loss on long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
||||||
Earnings from unconsolidated affiliates, net
|
1.8
|
|
|
7.8
|
|
|
—
|
|
|
5.9
|
|
|
0.3
|
|
|
—
|
|
||||||
EBITDA
|
$
|
68.1
|
|
|
$
|
16.6
|
|
|
$
|
11.4
|
|
|
$
|
58.8
|
|
|
$
|
15.7
|
|
|
$
|
9.5
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
Revenues
|
$
|
773.7
|
|
|
$
|
18.5
|
|
|
$
|
886.2
|
|
|
$
|
508.4
|
|
|
$
|
113.2
|
|
|
$
|
516.3
|
|
Intersegment revenues
|
64.4
|
|
|
3.5
|
|
|
(67.9
|
)
|
|
51.1
|
|
|
1.5
|
|
|
(52.6
|
)
|
||||||
Costs of product/services sold
|
671.3
|
|
|
0.1
|
|
|
741.7
|
|
|
406.1
|
|
|
4.8
|
|
|
402.5
|
|
||||||
Operations and maintenance expense
|
35.6
|
|
|
2.4
|
|
|
29.9
|
|
|
38.7
|
|
|
12.0
|
|
|
32.4
|
|
||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
(13.7
|
)
|
|
(87.4
|
)
|
||||||
Loss on long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
||||||
Earnings from unconsolidated affiliates, net
|
3.4
|
|
|
14.3
|
|
|
—
|
|
|
11.0
|
|
|
1.7
|
|
|
—
|
|
||||||
EBITDA
|
$
|
134.6
|
|
|
$
|
33.8
|
|
|
$
|
46.7
|
|
|
$
|
117.1
|
|
|
$
|
53.2
|
|
|
$
|
(58.6
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Credit facility
|
$
|
4.8
|
|
|
$
|
6.1
|
|
|
$
|
7.8
|
|
|
$
|
13.1
|
|
Senior notes
|
18.1
|
|
|
26.6
|
|
|
40.1
|
|
|
54.3
|
|
||||
Other debt-related costs
|
1.9
|
|
|
1.8
|
|
|
3.7
|
|
|
3.5
|
|
||||
Gross interest and debt expense
|
24.8
|
|
|
34.5
|
|
|
51.6
|
|
|
70.9
|
|
||||
Less: capitalized interest
|
0.7
|
|
|
0.2
|
|
|
1.0
|
|
|
0.5
|
|
||||
Interest and debt expense, net
|
$
|
24.1
|
|
|
$
|
34.3
|
|
|
$
|
50.6
|
|
|
$
|
70.4
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
$
|
132.9
|
|
|
$
|
193.0
|
|
Net cash provided by (used in) investing activities
|
(85.1
|
)
|
|
865.8
|
|
||
Net cash used in financing activities
|
(47.1
|
)
|
|
(1,058.4
|
)
|
•
|
growth capital expenditures, which are made to construct additional assets, expand and upgrade existing systems, or acquire additional assets; or
|
•
|
maintenance capital expenditures, which are made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets, extend their useful lives or comply with regulatory requirements.
|
Growth capital
|
$
|
62.4
|
|
Maintenance capital
|
11.8
|
|
|
Other
(1)
|
14.5
|
|
|
Purchases of property, plant and equipment
|
88.7
|
|
|
Reimbursements of property, plant and equipment
|
(7.1
|
)
|
|
Net
|
$
|
81.6
|
|
•
|
Beginning in 2016, we declared a decrease in distributions paid per limited partner unit from $1.375 to $0.60. This reduction resulted in a decrease in distributions paid to partners of approximately $53.4 million during the six months ended June 30, 2017 compared to the same period in 2016; and
|
•
|
Increase in taxes paid for unit-based compensation vesting of approximately $3.0 million primarily due to higher vesting of unit-based compensation awards during the six months ended June 30, 2017 compared to the same period in 2016.
|
•
|
During the six months ended June 30, 2017, our debt-related transactions resulted in net proceeds of approximately $49.1 million compared to net repayments of $912.2 million during the same period in 2016. This variance is primarily due to repayments of amounts outstanding under our Credit Facility with the proceeds from our Stagecoach Gas transaction and repayments of Crestwood Midstream's 2020 Senior Notes and 2022 Senior Notes. For a further discussion of these transactions, see Item 1. Financial Statements, Notes 4 and 7.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
Number |
|
Description
|
2.1
|
|
Contribution Agreement, dated as of April 20, 2016, by and between Crestwood Pipeline and Storage Northeast LLC and Con Edison Gas Pipeline and Storage Northeast, LLC (incorporated by reference to Exhibit 2.1 to Crestwood Equity Partners LP's Form 8-K filed on April 22, 2016)
|
|
|
|
3.1
|
|
Certificate of Limited Partnership of Inergy, L.P. (incorporated by reference to Exhibit 3.1 to Inergy, L.P.'s Registration Statement on Form S-1 filed on March 14, 2001)
|
|
|
|
3.2
|
|
Certificate of Correction of Certificate of Limited Partnership of Inergy, L.P. (incorporated by reference to Exhibit 3.1 to Inergy, L.P.'s Form 10-Q filed on May 12, 2003)
|
|
|
|
3.3
|
|
Amendment to the Certificate of Limited Partnership of Crestwood Equity Partners LP (the “Company”) (f/k/a Inergy, L.P.) dated as of October 7, 2013 (incorporated herein by reference to Exhibit 3.2 to Crestwood Equity Partners LP's Form 8-K filed on October 10, 2013)
|
|
|
|
3.4
|
|
Certificate of Formation of Inergy GP, LLC (incorporated by reference to Exhibit 3.5 to Inergy, L.P.'s Registration Statement on Form S-1/A filed on May 7, 2001)
|
|
|
|
3.5
|
|
Certificate of Amendment of Crestwood Equity GP LLC (the “General Partner”) (f/k/a Inergy GP, LLC) dated as of October 7, 2013 (incorporated by reference to Exhibit 3.3A to Crestwood Equity Partners LP's Form 10-Q filed on November 8, 2013)
|
|
|
|
3.6
|
|
First Amended and Restated Limited Liability Company Agreement of Inergy GP, LLC dated as of September 27, 2012 (incorporated by reference to Exhibit 3.1 to Inergy, L.P.'s Form 8-K filed on September 27, 2012)
|
|
|
|
3.7
|
|
Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of the General Partner dated as of October 7, 2013 (incorporated by reference to Exhibit 3.4A to Crestwood Equity Partners LP's Form 10-Q filed on November 8, 2013)
|
|
|
|
3.8
|
|
Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP dated as of April 11, 2014 (incorporated herein by reference to Exhibit 3.1 to Crestwood Equity Partners LP's Form 8-K filed on April 11, 2014)
|
|
|
|
3.9
|
|
First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP entered into and effective as of September 30. 2015 (incorporated by reference to Exhibit 3.1 to Crestwood Equity Partner LP’s Form 8-K filed on October 1, 2015)
|
|
|
|
3.10
|
|
Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP, dated as of September 30, 2015 (incorporated by reference to Exhibit 3.1 to Crestwood Midstream Partners LP's Form 8-K filed on September 30, 2015)
|
|
|
|
3.11
|
|
Certificate of Formation of NRGM GP, LLC (incorporated herein by reference to Exhibit 3.7 to Inergy Midstream, L.P.'s Form S-1/A filed on November 21, 2011)
|
|
|
|
3.12
|
|
Amended and Restated Limited Liability Company Agreement of NRGM GP, LLC, dated December 21, 2011 (incorporated herein by reference to Exhibit 3.2 to Inergy Midstream, L.P.'s Form 8-K filed on December 22, 2011)
|
|
|
|
3.13
|
|
Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Crestwood Midstream GP LLC (f/k/a NRGM GP, LLC) (incorporated herein by reference to Exhibit 3.39 to Crestwood Midstream Partners LP's Form S-4 filed on October 28, 2013)
|
|
|
|
4.1
|
|
Indenture, dated as of March 14, 2017, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Crestwood Midstream’s Form 8- K filed on March 15, 2017)
|
|
|
|
4.2
|
|
Form of 5.75% Senior Note due 2025 (included in Exhibit 4.1)
|
|
|
|
4.3
|
|
Registration Rights Agreement, dated as of March 14, 2017, by and among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the guarantors named therein and J.P. Morgan Securities LLC, as representative of the several initial purchasers, with respect to the 5.75% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to Crestwood Midstream’s Form 8- K filed on March 15, 2017)
|
|
|
|
*10.1
|
|
Separation Agreement and Release Agreement among Crestwood Operations LLC and William C. Gautreaux dated as of June 5, 2017.
|
|
|
|
*10.2
|
|
Supplemental Indenture dated as of June 5, 2017, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corporation, the Guarantors named therein and U.S. Bank National Association, as trustee.
|
|
|
|
*12.1
|
|
Computation of ratio of earnings to fixed charges - Crestwood Equity Partners LP
|
|
|
|
*12.2
|
|
Computation of ratio of earnings to fixed charges - Crestwood Midstream Partners LP
|
|
|
|
*31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended - Crestwood Equity Partners LP
|
|
|
|
*31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended - Crestwood Equity Partners LP
|
|
|
|
*31.3
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended - Crestwood Midstream Partners LP
|
|
|
|
*31.4
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended - Crestwood Midstream Partners LP
|
|
|
|
*32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Crestwood Equity Partners LP
|
|
|
|
*32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Crestwood Equity Partners LP
|
|
|
|
*32.3
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Crestwood Midstream Partners LP
|
|
|
|
*32.4
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Crestwood Midstream Partners LP
|
|
|
|
**101.INS
|
|
XBRL Instance Document
|
|
|
|
**101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
**101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
**101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
**101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
**101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Filed herewith
|
**
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
|
|
CRESTWOOD EQUITY PARTNERS LP
|
|
|
|
|
|
By:
|
CRESTWOOD EQUITY GP LLC
|
|
|
|
|
|
(its general partner)
|
|
|
|
|
|
|
|
|
Date:
|
August 3, 2017
|
By:
|
/s/ ROBERT T. HALPIN
|
|
|
|
|
|
Robert T. Halpin
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
|
|
|
|
|
|
By:
|
CRESTWOOD MIDSTREAM GP LLC
|
|
|
|
|
|
(its general partner)
|
|
|
|
|
|
|
|
|
Date:
|
August 3, 2017
|
By:
|
/s/ ROBERT T. HALPIN
|
|
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Robert T. Halpin
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Senior Vice President and Chief Financial Officer
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(Duly Authorized Officer and Principal Financial Officer)
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1 Year Chart |
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