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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, 2018
|
(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
|
|
71,214,368
|
Crestwood Midstream Partners LP
|
|
None
|
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Page
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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions, except unit information)
|
|||||||
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
6.1
|
|
|
$
|
1.3
|
|
Accounts receivable, less allowance for doubtful accounts of $0.3 million and $2.4 million at June 30, 2018 and December 31, 2017
|
326.6
|
|
|
442.7
|
|
||
Inventory
|
73.6
|
|
|
68.4
|
|
||
Assets from price risk management activities
|
6.0
|
|
|
7.2
|
|
||
Assets held for sale
|
54.0
|
|
|
3.0
|
|
||
Prepaid expenses and other current assets
|
8.3
|
|
|
7.9
|
|
||
Total current assets
|
474.6
|
|
|
530.5
|
|
||
Property, plant and equipment
|
2,409.8
|
|
|
2,285.2
|
|
||
Less: accumulated depreciation and depletion
|
518.1
|
|
|
464.4
|
|
||
Property, plant and equipment, net
|
1,891.7
|
|
|
1,820.8
|
|
||
Intangible assets
|
770.3
|
|
|
788.8
|
|
||
Less: accumulated amortization
|
195.7
|
|
|
191.6
|
|
||
Intangible assets, net
|
574.6
|
|
|
597.2
|
|
||
Goodwill
|
138.6
|
|
|
147.6
|
|
||
Investments in unconsolidated affiliates
|
1,156.7
|
|
|
1,183.0
|
|
||
Other non-current assets
|
5.7
|
|
|
5.8
|
|
||
Total assets
|
$
|
4,241.9
|
|
|
$
|
4,284.9
|
|
Liabilities and partners’ capital
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
310.5
|
|
|
$
|
349.4
|
|
Accrued expenses and other liabilities
|
85.2
|
|
|
105.9
|
|
||
Liabilities from price risk management activities
|
23.0
|
|
|
48.9
|
|
||
Current portion of long-term debt
|
0.9
|
|
|
0.9
|
|
||
Total current liabilities
|
419.6
|
|
|
505.1
|
|
||
Long-term debt, less current portion
|
1,561.0
|
|
|
1,491.3
|
|
||
Other long-term liabilities
|
166.2
|
|
|
104.7
|
|
||
Deferred income taxes
|
3.1
|
|
|
3.3
|
|
||
Commitments and contingencies (
Note 11
)
|
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
||||
Crestwood Equity Partners LP partners’ capital (71,657,106 and 70,721,563 common and subordinated units issued and outstanding at June 30, 2018 and December 31, 2017)
|
1,300.3
|
|
|
1,393.5
|
|
||
Preferred units (71,257,445 units issued and outstanding at both June 30, 2018 and December 31, 2017)
|
612.0
|
|
|
612.0
|
|
||
Total Crestwood Equity Partners LP partners’ capital
|
1,912.3
|
|
|
2,005.5
|
|
||
Interest of non-controlling partner in subsidiary
|
179.7
|
|
|
175.0
|
|
||
Total partners’ capital
|
2,092.0
|
|
|
2,180.5
|
|
||
Total liabilities and partners’ capital
|
$
|
4,241.9
|
|
|
$
|
4,284.9
|
|
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,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product revenues:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
$
|
186.9
|
|
|
$
|
325.3
|
|
|
$
|
459.1
|
|
|
$
|
618.4
|
|
Marketing, supply and logistics
|
562.7
|
|
|
421.5
|
|
|
1,316.1
|
|
|
851.7
|
|
||||
|
749.6
|
|
|
746.8
|
|
|
1,775.2
|
|
|
1,470.1
|
|
||||
Services revenues:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
68.5
|
|
|
79.4
|
|
|
136.6
|
|
|
154.4
|
|
||||
Storage and transportation
|
5.1
|
|
|
8.5
|
|
|
9.3
|
|
|
18.5
|
|
||||
Marketing, supply and logistics
|
17.0
|
|
|
15.2
|
|
|
33.8
|
|
|
34.5
|
|
||||
Related party (
Note 12
)
|
0.3
|
|
|
0.4
|
|
|
0.6
|
|
|
0.9
|
|
||||
|
90.9
|
|
|
103.5
|
|
|
180.3
|
|
|
208.3
|
|
||||
Total revenues
|
840.5
|
|
|
850.3
|
|
|
1,955.5
|
|
|
1,678.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Costs of product/services sold (exclusive of items shown separately below):
|
|
|
|
|
|
|
|
||||||||
Product costs
|
681.8
|
|
|
713.7
|
|
|
1,620.7
|
|
|
1,380.4
|
|
||||
Product costs - related party
(Note 12)
|
32.2
|
|
|
4.0
|
|
|
45.3
|
|
|
8.1
|
|
||||
Service costs
|
11.4
|
|
|
11.9
|
|
|
25.2
|
|
|
24.6
|
|
||||
Total costs of products/services sold
|
725.4
|
|
|
729.6
|
|
|
1,691.2
|
|
|
1,413.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses and other:
|
|
|
|
|
|
|
|
||||||||
Operations and maintenance
|
31.9
|
|
|
34.2
|
|
|
66.4
|
|
|
67.9
|
|
||||
General and administrative
|
23.4
|
|
|
22.7
|
|
|
47.3
|
|
|
49.1
|
|
||||
Depreciation, amortization and accretion
|
44.5
|
|
|
48.7
|
|
|
89.6
|
|
|
97.1
|
|
||||
Loss on long-lived assets, net
|
24.4
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
||||
|
124.2
|
|
|
105.6
|
|
|
227.4
|
|
|
214.1
|
|
||||
Operating income (loss)
|
(9.1
|
)
|
|
15.1
|
|
|
36.9
|
|
|
51.2
|
|
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,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Earnings from unconsolidated affiliates, net
|
12.0
|
|
|
9.6
|
|
|
24.4
|
|
|
17.7
|
|
||||
Interest and debt expense, net
|
(24.3
|
)
|
|
(24.1
|
)
|
|
(48.7
|
)
|
|
(50.6
|
)
|
||||
Loss on modification/extinguishment of debt
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(37.7
|
)
|
||||
Other income, net
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Income (loss) before income taxes
|
(21.3
|
)
|
|
0.3
|
|
|
12.8
|
|
|
(19.2
|
)
|
||||
(Provision) benefit for income taxes
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
||||
Net income (loss)
|
(21.5
|
)
|
|
0.3
|
|
|
12.6
|
|
|
(19.1
|
)
|
||||
Net income attributable to non-controlling partner
|
4.0
|
|
|
6.3
|
|
|
8.0
|
|
|
12.4
|
|
||||
Net income (loss) attributable to Crestwood Equity Partners LP
|
(25.5
|
)
|
|
(6.0
|
)
|
|
4.6
|
|
|
(31.5
|
)
|
||||
Net income attributable to preferred units
|
15.1
|
|
|
13.5
|
|
|
30.1
|
|
|
31.3
|
|
||||
Net loss attributable to partners
|
$
|
(40.6
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
(25.5
|
)
|
|
$
|
(62.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Common unitholders’ interest in net loss
|
$
|
(40.6
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
(25.5
|
)
|
|
$
|
(62.8
|
)
|
Net loss per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.57
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.90
|
)
|
Diluted
|
$
|
(0.57
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.90
|
)
|
Weighted-average limited partners’ units outstanding (
in thousands
):
|
|
|
|
|
|
|
|||||||||
Basic
|
71,225
|
|
|
69,655
|
|
|
71,195
|
|
|
69,676
|
|
||||
Dilutive units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
71,225
|
|
|
69,655
|
|
|
71,195
|
|
|
69,676
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
$
|
(21.5
|
)
|
|
$
|
0.3
|
|
|
$
|
12.6
|
|
|
$
|
(19.1
|
)
|
Change in fair value of Suburban Propane Partners, L.P. units
|
0.2
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
||||
Comprehensive income (loss)
|
(21.3
|
)
|
|
(0.2
|
)
|
|
12.5
|
|
|
(20.0
|
)
|
||||
Comprehensive income attributable to non-controlling partner
|
4.0
|
|
|
6.3
|
|
|
8.0
|
|
|
12.4
|
|
||||
Comprehensive income (loss) attributable to Crestwood Equity Partners LP
|
$
|
(25.3
|
)
|
|
$
|
(6.5
|
)
|
|
$
|
4.5
|
|
|
$
|
(32.4
|
)
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
|
||||||||||||||||||||||||
|
Preferred
|
|
Partners
|
|
|
|
|
|||||||||||||||||
|
Units
|
|
Capital
|
|
Common Units
|
|
Subordinated Units
|
|
Capital
|
|
Non-Controlling
Partner
|
|
Total Partners’
Capital
|
|||||||||||
Balance at December 31, 2017
|
71.3
|
|
|
$
|
612.0
|
|
|
70.3
|
|
|
0.4
|
|
|
$
|
1,393.5
|
|
|
$
|
175.0
|
|
|
$
|
2,180.5
|
|
Cumulative effect of accounting change
(Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
||||
Distributions to partners
|
—
|
|
|
(30.0
|
)
|
|
—
|
|
|
—
|
|
|
(85.4
|
)
|
|
(3.3
|
)
|
|
(118.7
|
)
|
||||
Unit-based compensation charges
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
||||
Change in fair value of Suburban Propane Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Other
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Net income (loss)
|
—
|
|
|
30.1
|
|
|
—
|
|
|
—
|
|
|
(25.5
|
)
|
|
8.0
|
|
|
12.6
|
|
||||
Balance at June 30, 2018
|
71.3
|
|
|
$
|
612.0
|
|
|
71.3
|
|
|
0.4
|
|
|
$
|
1,300.3
|
|
|
$
|
179.7
|
|
|
$
|
2,092.0
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
12.6
|
|
|
$
|
(19.1
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
89.6
|
|
|
97.1
|
|
||
Amortization of debt-related deferred costs
|
3.6
|
|
|
3.5
|
|
||
Unit-based compensation charges
|
17.5
|
|
|
12.7
|
|
||
Loss on long-lived assets, net
|
24.1
|
|
|
—
|
|
||
Loss on modification/extinguishment of debt
|
—
|
|
|
37.7
|
|
||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
(0.2
|
)
|
|
0.5
|
|
||
Deferred income taxes
|
(0.2
|
)
|
|
(0.7
|
)
|
||
Other
|
0.2
|
|
|
(0.4
|
)
|
||
Changes in operating assets and liabilities
|
12.8
|
|
|
1.6
|
|
||
Net cash provided by operating activities
|
160.0
|
|
|
132.9
|
|
||
Investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(118.7
|
)
|
|
(88.7
|
)
|
||
Investment in unconsolidated affiliates
|
(6.9
|
)
|
|
(18.5
|
)
|
||
Capital distributions from unconsolidated affiliates
|
23.9
|
|
|
21.1
|
|
||
Net proceeds from sale of assets
|
6.8
|
|
|
1.0
|
|
||
Net cash used in investing activities
|
(94.9
|
)
|
|
(85.1
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
847.1
|
|
|
1,680.4
|
|
||
Payments on long-term debt
|
(781.0
|
)
|
|
(1,630.3
|
)
|
||
Payments on capital leases
|
(0.7
|
)
|
|
(1.3
|
)
|
||
Payments for debt-related deferred costs
|
—
|
|
|
(1.0
|
)
|
||
Distributions to partners
|
(85.4
|
)
|
|
(83.6
|
)
|
||
Distributions to non-controlling partner
|
(3.3
|
)
|
|
(7.6
|
)
|
||
Distribution to preferred unit holders
|
(30.0
|
)
|
|
—
|
|
||
Taxes paid for unit-based compensation vesting
|
(6.9
|
)
|
|
(3.6
|
)
|
||
Other
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Net cash used in financing activities
|
(60.3
|
)
|
|
(47.1
|
)
|
||
Net change in cash
|
4.8
|
|
|
0.7
|
|
||
Cash at beginning of period
|
1.3
|
|
|
1.6
|
|
||
Cash at end of period
|
$
|
6.1
|
|
|
$
|
2.3
|
|
Supplemental schedule of noncash investing and financing activities
|
|
|
|
||||
Net change to property, plant and equipment through accounts payable and accrued expenses
|
$
|
6.0
|
|
|
$
|
(6.9
|
)
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions)
|
|||||||
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
5.7
|
|
|
$
|
1.0
|
|
Accounts receivable, less allowance for doubtful accounts of $0.3 million and $2.4 million at June 30, 2018 and December 31, 2017
|
324.3
|
|
|
442.6
|
|
||
Inventory
|
73.6
|
|
|
68.4
|
|
||
Assets from price risk management activities
|
6.0
|
|
|
7.2
|
|
||
Assets held for sale
|
54.0
|
|
|
3.0
|
|
||
Prepaid expenses and other current assets
|
8.3
|
|
|
7.9
|
|
||
Total current assets
|
471.9
|
|
|
530.1
|
|
||
Property, plant and equipment
|
2,739.9
|
|
|
2,615.3
|
|
||
Less: accumulated depreciation and depletion
|
668.6
|
|
|
607.8
|
|
||
Property, plant and equipment, net
|
2,071.3
|
|
|
2,007.5
|
|
||
Intangible assets
|
770.3
|
|
|
773.3
|
|
||
Less: accumulated amortization
|
195.7
|
|
|
177.6
|
|
||
Intangible assets, net
|
574.6
|
|
|
595.7
|
|
||
Goodwill
|
138.6
|
|
|
147.6
|
|
||
Investments in unconsolidated affiliates
|
1,156.7
|
|
|
1,183.0
|
|
||
Other non-current assets
|
2.4
|
|
|
2.4
|
|
||
Total assets
|
$
|
4,415.5
|
|
|
$
|
4,466.3
|
|
Liabilities and partners’ capital
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
307.8
|
|
|
$
|
346.8
|
|
Accrued expenses and other liabilities
|
84.2
|
|
|
104.7
|
|
||
Liabilities from price risk management activities
|
23.0
|
|
|
48.9
|
|
||
Current portion of long-term debt
|
0.9
|
|
|
0.9
|
|
||
Total current liabilities
|
415.9
|
|
|
501.3
|
|
||
Long-term debt, less current portion
|
1,561.0
|
|
|
1,491.3
|
|
||
Other long-term liabilities
|
163.7
|
|
|
102.6
|
|
||
Deferred income taxes
|
0.6
|
|
|
0.7
|
|
||
Commitments and contingencies (
Note 11
)
|
|
|
|
||||
Partners’ capital
|
2,094.6
|
|
|
2,195.4
|
|
||
Interest of non-controlling partner in subsidiary
|
179.7
|
|
|
175.0
|
|
||
Total partners’ capital
|
2,274.3
|
|
|
2,370.4
|
|
||
Total liabilities and partners’ capital
|
$
|
4,415.5
|
|
|
$
|
4,466.3
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
(unaudited)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product revenues:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
$
|
186.9
|
|
|
$
|
325.3
|
|
|
$
|
459.1
|
|
|
$
|
618.4
|
|
Marketing, supply and logistics
|
562.7
|
|
|
421.5
|
|
|
1,316.1
|
|
|
851.7
|
|
||||
|
749.6
|
|
|
746.8
|
|
|
1,775.2
|
|
|
1,470.1
|
|
||||
Service revenues:
|
|
|
|
|
|
|
|
||||||||
Gathering and processing
|
68.5
|
|
|
79.4
|
|
|
136.6
|
|
|
154.4
|
|
||||
Storage and transportation
|
5.1
|
|
|
8.5
|
|
|
9.3
|
|
|
18.5
|
|
||||
Marketing, supply and logistics
|
17.0
|
|
|
15.2
|
|
|
33.8
|
|
|
34.5
|
|
||||
Related party (
Note 12
)
|
0.3
|
|
|
0.4
|
|
|
0.6
|
|
|
0.9
|
|
||||
|
90.9
|
|
|
103.5
|
|
|
180.3
|
|
|
208.3
|
|
||||
Total revenues
|
840.5
|
|
|
850.3
|
|
|
1,955.5
|
|
|
1,678.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Costs of product/services sold (exclusive of items shown separately below):
|
|
|
|
|
|
|
|
||||||||
Product costs
|
681.8
|
|
|
713.7
|
|
|
1,620.7
|
|
|
1,380.4
|
|
||||
Product costs - related party
(Note 12)
|
32.2
|
|
|
4.0
|
|
|
45.3
|
|
|
8.1
|
|
||||
Service costs
|
11.4
|
|
|
11.9
|
|
|
25.2
|
|
|
24.6
|
|
||||
Total costs of product/services sold
|
725.4
|
|
|
729.6
|
|
|
1,691.2
|
|
|
1,413.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses and other:
|
|
|
|
|
|
|
|
||||||||
Operations and maintenance
|
31.9
|
|
|
34.2
|
|
|
66.4
|
|
|
67.9
|
|
||||
General and administrative
|
22.5
|
|
|
22.1
|
|
|
45.3
|
|
|
47.6
|
|
||||
Depreciation, amortization and accretion
|
47.4
|
|
|
51.4
|
|
|
95.2
|
|
|
102.6
|
|
||||
Loss on long-lived assets, net
|
24.4
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
||||
|
126.2
|
|
|
107.7
|
|
|
231.0
|
|
|
218.1
|
|
||||
Operating income (loss)
|
(11.1
|
)
|
|
13.0
|
|
|
33.3
|
|
|
47.2
|
|
||||
Earnings from unconsolidated affiliates, net
|
12.0
|
|
|
9.6
|
|
|
24.4
|
|
|
17.7
|
|
||||
Interest and debt expense, net
|
(24.3
|
)
|
|
(24.1
|
)
|
|
(48.7
|
)
|
|
(50.6
|
)
|
||||
Loss on modification/extinguishment of debt
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(37.7
|
)
|
||||
Income (loss) before income taxes
|
(23.4
|
)
|
|
(1.9
|
)
|
|
9.0
|
|
|
(23.4
|
)
|
||||
(Provision) benefit for income taxes
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||
Net income (loss)
|
(23.5
|
)
|
|
(1.9
|
)
|
|
8.9
|
|
|
(23.3
|
)
|
||||
Net income attributable to non-controlling partner
|
4.0
|
|
|
6.3
|
|
|
8.0
|
|
|
12.4
|
|
||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(27.5
|
)
|
|
$
|
(8.2
|
)
|
|
$
|
0.9
|
|
|
$
|
(35.7
|
)
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
|
||||||||||||
|
|
Partners
|
|
Non-Controlling Partner
|
|
Total Partners’
Capital
|
||||||
Balance at December 31, 2017
|
|
$
|
2,195.4
|
|
|
$
|
175.0
|
|
|
$
|
2,370.4
|
|
Cumulative effect of accounting change
(Note 2)
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|||
Distributions to partners
|
|
(120.0
|
)
|
|
(3.3
|
)
|
|
(123.3
|
)
|
|||
Unit-based compensation charges
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|||
Taxes paid for unit-based compensation vesting
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
|||
Other
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Net income
|
|
0.9
|
|
|
8.0
|
|
|
8.9
|
|
|||
Balance at June 30, 2018
|
|
$
|
2,094.6
|
|
|
$
|
179.7
|
|
|
$
|
2,274.3
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
8.9
|
|
|
$
|
(23.3
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
95.2
|
|
|
102.6
|
|
||
Amortization of debt-related deferred costs
|
3.6
|
|
|
3.5
|
|
||
Unit-based compensation charges
|
17.5
|
|
|
12.7
|
|
||
Loss on long-lived assets
|
24.1
|
|
|
—
|
|
||
Loss on modification/extinguishment of debt
|
—
|
|
|
37.7
|
|
||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
(0.2
|
)
|
|
0.5
|
|
||
Deferred income taxes
|
(0.1
|
)
|
|
—
|
|
||
Other
|
0.2
|
|
|
(0.4
|
)
|
||
Changes in operating assets and liabilities
|
15.2
|
|
|
2.8
|
|
||
Net cash provided by operating activities
|
164.4
|
|
|
136.1
|
|
||
Investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(118.7
|
)
|
|
(88.7
|
)
|
||
Investment in unconsolidated affiliates
|
(6.9
|
)
|
|
(18.5
|
)
|
||
Capital distributions from unconsolidated affiliates
|
23.9
|
|
|
21.1
|
|
||
Net proceeds from sale of assets
|
6.8
|
|
|
1.0
|
|
||
Net cash used in investing activities
|
(94.9
|
)
|
|
(85.1
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
847.1
|
|
|
1,680.4
|
|
||
Payments on long-term debt
|
(781.0
|
)
|
|
(1,630.3
|
)
|
||
Payments on capital leases
|
(0.7
|
)
|
|
(1.3
|
)
|
||
Payments for debt-related deferred costs
|
—
|
|
|
(1.0
|
)
|
||
Distributions to partners
|
(123.3
|
)
|
|
(94.5
|
)
|
||
Taxes paid for unit-based compensation vesting
|
(6.9
|
)
|
|
(3.6
|
)
|
||
Net cash used in financing activities
|
(64.8
|
)
|
|
(50.3
|
)
|
||
Net change in cash
|
4.7
|
|
|
0.7
|
|
||
Cash at beginning of period
|
1.0
|
|
|
1.3
|
|
||
Cash at end of period
|
$
|
5.7
|
|
|
$
|
2.0
|
|
Supplemental schedule of non-cash investing and financing activities
|
|
|
|
||||
Net change to property, plant and equipment through accounts payable and accrued expenses
|
$
|
6.0
|
|
|
$
|
(6.9
|
)
|
•
|
Fixed-fee contracts
. Under these contracts, we do not take title to the underlying crude oil, natural gas or NGLs but charge our customers a fixed-fee for the services we provide, which can be a firm reservation charge and/or a charge
|
•
|
Percentage-of-proceeds service contracts
. Under these contracts, we take title to crude oil, natural gas or NGLs after the commodity leaves our gathering and processing facilities. We often market and sell those commodities to third parties after they leave our facilities and we will remit a portion of the sales proceeds to our producers;
|
•
|
Percentage-of-proceeds product contracts.
Under these contracts, we take title to crude oil, natural gas or NGLs before the commodity enters our facilities. We market and sell those commodities to third parties and we will remit a portion of the sales proceeds to our producers; and
|
•
|
Purchase and sale contracts
. Under these contracts, we purchase crude oil, natural gas or NGLs before the commodity enters our facilities, and we market and sell those commodities to third parties.
|
Remainder of 2018
|
$
|
32.9
|
|
2019
|
25.4
|
|
|
2020
|
20.7
|
|
|
2021
|
8.7
|
|
|
2022
|
7.3
|
|
|
Thereafter
|
10.5
|
|
|
Total
|
$
|
105.5
|
|
•
|
Capital Reimbursements.
Certain contracts in our G&P segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets utilized to provide services to them under the revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract. On January 1, 2018, we recorded an
$87.6 million
increase to our property, plant and equipment, net, a
$69.1 million
increase to our deferred revenue liability and an
$18.5 million
increase to partners’ capital as a result of applying the cumulative impact of adopting the new standard on these types of contracts.
|
•
|
Contracts with Increasing (Decreasing) Rates per Unit.
Certain contracts in our G&P, S&T and MS&L segments have fixed rates per volume that increase and/or decrease over the life of the contract once certain time periods or thresholds are met. We record revenues on these contracts ratably per unit over the life of the contract based on the remaining performance obligations to be performed, which can result in the deferral of revenue for the difference between the consideration received and the ratable revenue recognized. On January 1, 2018, we recorded a
$1.5 million
increase to our deferred revenue liability and a corresponding decrease to partners’ capital as a result of applying the cumulative impact of adopting the new standard on these types of contracts.
|
|
|
Balance at
January 1, 2018
|
|
Balance at
June 30, 2018
|
||||
Contract Assets (Non-current)
|
|
$
|
1.1
|
|
|
$
|
1.0
|
|
Contract Liabilities (Current)
(1)
|
|
12.2
|
|
|
12.4
|
|
||
Contract Liabilities (Non-current)
(2)
|
|
60.6
|
|
|
62.9
|
|
(1)
|
Our current contract liabilities primarily consist of current deferred revenues and are included in accrued expenses and other liabilities on our consolidated balance sheets. During the three and six months ended June 30, 2018, we recognized revenues of approximately
$3.1 million
and
$6.2 million
that were previously included in deferred revenues (current) at January 1, 2018.
|
(2)
|
Our non-current contract liabilities primarily consist of non-current deferred revenues and are included in other long-term liabilities on our consolidated balance sheets.
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
|
As Reported under Topic 606
|
|
Prior to Adoption of Topic 606
|
|
Increase (Decrease)
|
|
As Reported under Topic 606
|
|
Prior to Adoption of Topic 606
|
|
Increase (Decrease)
|
||||||||||||
Income Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gathering and processing
(1)
|
|
$
|
186.9
|
|
|
$
|
437.3
|
|
|
$
|
(250.4
|
)
|
|
$
|
459.1
|
|
|
$
|
866.9
|
|
|
$
|
(407.8
|
)
|
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gathering and processing
(1)(2)
|
|
68.5
|
|
|
78.4
|
|
|
(9.9
|
)
|
|
136.6
|
|
|
157.9
|
|
|
(21.3
|
)
|
||||||
Marketing, supply and logistics
(3)
|
|
17.0
|
|
|
16.8
|
|
|
0.2
|
|
|
33.8
|
|
|
33.3
|
|
|
0.5
|
|
||||||
Costs of product/services sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product costs
(1)
|
|
681.8
|
|
|
945.0
|
|
|
(263.2
|
)
|
|
1,620.7
|
|
|
2,055.5
|
|
|
(434.8
|
)
|
||||||
Depreciation, amortization and accretion
(2)
|
|
44.5
|
|
|
43.3
|
|
|
1.2
|
|
|
89.6
|
|
|
87.1
|
|
|
2.5
|
|
||||||
Earnings from unconsolidated affiliates, net
(4)
|
|
12.0
|
|
|
15.0
|
|
|
(3.0
|
)
|
|
24.4
|
|
|
29.4
|
|
|
(5.0
|
)
|
||||||
Net income (loss)
|
|
(21.5
|
)
|
|
(20.4
|
)
|
|
(1.1
|
)
|
|
12.6
|
|
|
13.9
|
|
|
(1.3
|
)
|
|
June 30, 2018
|
|||||||||||
|
|
As Reported under Topic 606
|
|
Prior to Adoption of Topic 606
|
|
Increase (Decrease)
|
||||||
Balance Sheet
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Property, plant and equipment
(2)
|
|
$
|
2,409.8
|
|
|
$
|
2,300.5
|
|
|
$
|
109.3
|
|
Accumulated depreciation and depletion
(2)
|
|
518.1
|
|
|
503.4
|
|
|
14.7
|
|
|||
Investments in unconsolidated affiliates
(4)
|
|
1,156.7
|
|
|
1,171.2
|
|
|
(14.5
|
)
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Accrued expenses and other liabilities
(2)(3)
|
|
85.2
|
|
|
73.5
|
|
|
11.7
|
|
|||
Other long-term liabilities
(2)(3)
|
|
166.2
|
|
|
104.0
|
|
|
62.2
|
|
|||
Partners’ capital:
|
|
|
|
|
|
|
||||||
Crestwood Equity Partners LP partners’ capital
(2)(3)(4)
|
|
1,300.3
|
|
|
1,294.1
|
|
|
6.2
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
|
As Reported under Topic 606
|
|
Prior to Adoption of Topic 606
|
|
Increase (Decrease)
|
|
As Reported under Topic 606
|
|
Prior to Adoption of Topic 606
|
|
Increase (Decrease)
|
||||||||||||
Income Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gathering and processing
(1)
|
|
$
|
186.9
|
|
|
$
|
437.3
|
|
|
$
|
(250.4
|
)
|
|
$
|
459.1
|
|
|
$
|
866.9
|
|
|
$
|
(407.8
|
)
|
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gathering and processing
(1)(2)
|
|
68.5
|
|
|
78.4
|
|
|
(9.9
|
)
|
|
136.6
|
|
|
157.9
|
|
|
(21.3
|
)
|
||||||
Marketing, supply and logistics
(3)
|
|
17.0
|
|
|
16.8
|
|
|
0.2
|
|
|
33.8
|
|
|
33.3
|
|
|
0.5
|
|
||||||
Costs of product/services sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product costs
(1)
|
|
681.8
|
|
|
945.0
|
|
|
(263.2
|
)
|
|
1,620.7
|
|
|
2,055.5
|
|
|
(434.8
|
)
|
||||||
Depreciation, amortization and accretion
(2)
|
|
47.4
|
|
|
46.2
|
|
|
1.2
|
|
|
95.2
|
|
|
92.7
|
|
|
2.5
|
|
||||||
Earnings from unconsolidated affiliates, net
(4)
|
|
12.0
|
|
|
15.0
|
|
|
(3.0
|
)
|
|
24.4
|
|
|
29.4
|
|
|
(5.0
|
)
|
||||||
Net income (loss)
|
|
(23.5
|
)
|
|
(22.4
|
)
|
|
(1.1
|
)
|
|
8.9
|
|
|
10.2
|
|
|
(1.3
|
)
|
|
June 30, 2018
|
|||||||||||
|
|
As Reported under Topic 606
|
|
Prior to Adoption of Topic 606
|
|
Increase (Decrease)
|
||||||
Balance Sheet
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Property, plant and equipment
(2)
|
|
$
|
2,739.9
|
|
|
$
|
2,630.6
|
|
|
$
|
109.3
|
|
Accumulated depreciation and depletion
(2)
|
|
668.6
|
|
|
653.9
|
|
|
14.7
|
|
|||
Investments in unconsolidated affiliates
(4)
|
|
1,156.7
|
|
|
1,171.2
|
|
|
(14.5
|
)
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Accrued expenses and other liabilities
(2)(3)
|
|
84.2
|
|
|
72.5
|
|
|
11.7
|
|
|||
Other long-term liabilities
(2)(3)
|
|
163.7
|
|
|
101.5
|
|
|
62.2
|
|
|||
Partners’ capital
(2)(3)(4)
|
|
2,094.6
|
|
|
2,088.4
|
|
|
6.2
|
|
(1)
|
On January 1, 2018, we began classifying product and service revenues as a reduction of costs of product sold on certain of our gathering and processing contracts where we do not obtain control of the customers’ product prior to it entering our facilities.
|
(2)
|
On January 1, 2018, we began recording proceeds received from customers for reimbursable construction as deferred revenue instead of as reductions of property, plant and equipment.
|
(3)
|
For contracts that have fixed rates per volume that increase and/or decrease over the life of the contract once certain time periods or thresholds have been met, on January 1, 2018, we began recording revenues on those contracts ratably per unit over the life of the contract based on the remaining performance obligations to be performed.
|
(4)
|
On January 1, 2018, Jackalope Gas Gathering Services, L.L.C. (Jackalope) adopted the provisions of
Topic 606
, and we recorded a
$9.5 million
decrease to our equity method investment and a corresponding decrease to our partners’ capital to reflect our proportionate share of the cumulative effect of accounting change recorded by the equity investment related to the new standard. In addition, our earnings from unconsolidated affiliates decreased by approximately
$3.0 million
and
$5.0 million
during the three and six months ended June 30, 2018 to reflect our proportionate share of the ongoing impact of the new standard on Jackalope’s revenues. The adoption of
Topic 606
was not material to our other equity method investments.
|
|
CEQP
|
|
CMLP
|
||||||||||||
|
June 30,
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Accrued expenses
|
$
|
35.7
|
|
|
$
|
56.6
|
|
|
$
|
34.7
|
|
|
$
|
55.5
|
|
Accrued property taxes
|
6.0
|
|
|
4.8
|
|
|
6.0
|
|
|
4.8
|
|
||||
Income tax payable
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
||||
Interest payable
|
20.5
|
|
|
20.3
|
|
|
20.5
|
|
|
20.3
|
|
||||
Accrued additions to property, plant and equipment
|
9.2
|
|
|
22.3
|
|
|
9.2
|
|
|
22.2
|
|
||||
Capital leases
|
1.2
|
|
|
1.0
|
|
|
1.2
|
|
|
1.0
|
|
||||
Deferred revenue
|
12.4
|
|
|
0.6
|
|
|
12.4
|
|
|
0.6
|
|
||||
Total accrued expenses and other liabilities
|
$
|
85.2
|
|
|
$
|
105.9
|
|
|
$
|
84.2
|
|
|
$
|
104.7
|
|
|
Investment
|
|
Earnings (Loss) from Unconsolidated Affiliates
|
||||||||||||||||||||
|
June 30,
|
|
December 31,
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Stagecoach Gas Services LLC
(1)
|
$
|
840.0
|
|
|
$
|
849.8
|
|
|
$
|
7.0
|
|
|
$
|
6.6
|
|
|
$
|
12.7
|
|
|
$
|
12.6
|
|
Jackalope Gas Gathering Services, L.L.C.
(2)(6)
|
174.0
|
|
|
184.9
|
|
|
3.8
|
|
|
2.2
|
|
|
6.8
|
|
|
4.0
|
|
||||||
Crestwood Permian Basin Holdings LLC
(3)
|
97.2
|
|
|
102.0
|
|
|
0.7
|
|
|
(0.4
|
)
|
|
3.4
|
|
|
(0.6
|
)
|
||||||
Tres Palacios Holdings LLC
(4)
|
36.8
|
|
|
37.8
|
|
|
—
|
|
|
0.7
|
|
|
0.4
|
|
|
1.2
|
|
||||||
Powder River Basin Industrial Complex, LLC
(5)
|
8.7
|
|
|
8.5
|
|
|
0.5
|
|
|
0.5
|
|
|
1.1
|
|
|
0.5
|
|
||||||
Total
|
$
|
1,156.7
|
|
|
$
|
1,183.0
|
|
|
$
|
12.0
|
|
|
$
|
9.6
|
|
|
$
|
24.4
|
|
|
$
|
17.7
|
|
(1)
|
As of
June 30, 2018
, 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, 2018
, our equity in the underlying net assets of Jackalope exceeded our investment balance by approximately
$0.7 million
. We amortize this amount over 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)
|
In June 2017, we contributed to Crestwood Permian 100% of the equity interest of Crestwood New Mexico Pipeline LLC (Crestwood New Mexico). This contribution was treated as a transaction between entities under common control (because of our relationship with First Reserve) and the accounting standards related to such transactions required Crestwood Permian to record the assets and liabilities of Crestwood New Mexico at our historical book value. The difference between our equity in Crestwood Permian’s net assets and our investment balance is not subject to amortization. Our Crestwood Permian investment is included in our gathering and processing segment.
|
(4)
|
As of
June 30, 2018
, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded our investment balance by approximately
$25.9 million
. We amortize this amount over the life of the Tres Palacios Gas Storage LLC 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.
|
(5)
|
As of
June 30, 2018
, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) exceeded our investment balance by approximately
$6.1 million
. We amortize 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. Our PRBIC investment is included in our storage and transportation segment.
|
(6)
|
On January 1, 2018, Jackalope adopted the provisions of
Topic 606
, and we recorded a
$9.5 million
decrease to our equity method investment and a corresponding decrease to our partners’ capital to reflect our proportionate share of the cumulative effect of accounting change recorded by the equity investment related to the new standard. In addition, our earnings from unconsolidated affiliates decreased by approximately
$3.0 million
and
$5.0 million
during the three and six months ended June 30, 2018 to reflect our proportionate share of Jackalope’s deferred revenues related to the new standard.
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
||||||||||||
Stagecoach Gas
|
$
|
85.5
|
|
|
$
|
39.9
|
|
|
$
|
45.6
|
|
|
$
|
84.0
|
|
|
$
|
38.0
|
|
|
$
|
46.1
|
|
Other
(1)
|
92.9
|
|
|
76.8
|
|
|
18.9
|
|
|
76.5
|
|
|
63.3
|
|
|
13.1
|
|
||||||
Total
|
$
|
178.4
|
|
|
$
|
116.7
|
|
|
$
|
64.5
|
|
|
$
|
160.5
|
|
|
$
|
101.3
|
|
|
$
|
59.2
|
|
(1)
|
Includes our Jackalope, Crestwood Permian, Tres Holdings and PRBIC 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, 2018
and
2017
. 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, 2018
and
2017
. We recorded amortization of the excess basis in our PRBIC equity investment of approximately
$0.3 million
for both the
six months ended
June 30, 2018
and
2017
.
|
|
|
Distributions
(1)
|
|
Contributions
|
||||||||||||
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Stagecoach Gas
|
|
$
|
22.5
|
|
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Jackalope
|
|
15.0
|
|
|
12.3
|
|
|
6.8
|
|
|
1.5
|
|
||||
Crestwood Permian
(2)
|
|
8.3
|
|
|
—
|
|
|
0.1
|
|
|
86.4
|
|
||||
Tres Holdings
|
|
1.4
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
||||
PRBIC
|
|
0.9
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
48.1
|
|
|
$
|
39.3
|
|
|
$
|
6.9
|
|
|
$
|
87.9
|
|
(1)
|
In July 2018, we received cash distributions from Stagecoach Gas, Crestwood Permian, Tres Holdings and PRBIC of approximately
$12.2 million
,
$2.3 million
,
$2.5 million
and
$0.5 million
, respectively. In July 2018, we made a cash contribution of approximately
$2.5 million
to Tres Holdings.
|
(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, 2018
|
|
December 31, 2017
|
||||||||
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
||||
Propane, crude and heating oil (MMBbls)
|
11.6
|
|
|
13.8
|
|
|
15.3
|
|
|
17.5
|
|
Natural gas (MMcf)
|
870
|
|
|
820
|
|
|
780
|
|
|
660
|
|
•
|
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 or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter (OTC) forwards, options and physical exchanges.
|
•
|
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, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
2023 Senior Notes
|
$
|
692.9
|
|
|
$
|
713.8
|
|
|
$
|
692.1
|
|
|
$
|
728.8
|
|
2025 Senior Notes
|
$
|
492.8
|
|
|
$
|
500.4
|
|
|
$
|
492.3
|
|
|
$
|
517.9
|
|
|
June 30, 2018
|
||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting
(1)
|
|
Collateral/Margin Received or Paid
|
|
Fair Value
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Assets from price risk management
|
$
|
5.1
|
|
|
$
|
71.2
|
|
|
$
|
—
|
|
|
$
|
76.3
|
|
|
$
|
(50.2
|
)
|
|
$
|
(20.1
|
)
|
|
$
|
6.0
|
|
Suburban Propane Partners, L.P. units
(2)
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||||
Total assets at fair value
|
$
|
8.5
|
|
|
$
|
71.2
|
|
|
$
|
—
|
|
|
$
|
79.7
|
|
|
$
|
(50.2
|
)
|
|
$
|
(20.1
|
)
|
|
$
|
9.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities from price risk management
|
$
|
5.8
|
|
|
$
|
65.3
|
|
|
$
|
—
|
|
|
$
|
71.1
|
|
|
$
|
(50.2
|
)
|
|
$
|
2.1
|
|
|
$
|
23.0
|
|
Total liabilities at fair value
|
$
|
5.8
|
|
|
$
|
65.3
|
|
|
$
|
—
|
|
|
$
|
71.1
|
|
|
$
|
(50.2
|
)
|
|
$
|
2.1
|
|
|
$
|
23.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting
(1)
|
|
Collateral/Margin Received or Paid
|
|
Fair Value
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Assets from price risk management
|
$
|
1.1
|
|
|
$
|
102.2
|
|
|
$
|
—
|
|
|
$
|
103.3
|
|
|
$
|
(74.6
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
7.2
|
|
Suburban Propane Partners, L.P. units
(2)
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|||||||
Total assets at fair value
|
$
|
4.6
|
|
|
$
|
102.2
|
|
|
$
|
—
|
|
|
$
|
106.8
|
|
|
$
|
(74.6
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities from price risk management
|
$
|
1.4
|
|
|
$
|
118.2
|
|
|
$
|
—
|
|
|
$
|
119.6
|
|
|
$
|
(74.6
|
)
|
|
$
|
3.9
|
|
|
$
|
48.9
|
|
Total liabilities at fair value
|
$
|
1.4
|
|
|
$
|
118.2
|
|
|
$
|
—
|
|
|
$
|
119.6
|
|
|
$
|
(74.6
|
)
|
|
$
|
3.9
|
|
|
$
|
48.9
|
|
(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,
2018 |
|
December 31,
2017 |
||||
Credit Facility
|
$
|
385.0
|
|
|
$
|
318.2
|
|
2023 Senior Notes
|
700.0
|
|
|
700.0
|
|
||
2025 Senior Notes
|
500.0
|
|
|
500.0
|
|
||
Other
|
1.7
|
|
|
2.4
|
|
||
Less: deferred financing costs, net
|
24.8
|
|
|
28.4
|
|
||
Total debt
|
1,561.9
|
|
|
1,492.2
|
|
||
Less: current portion
|
0.9
|
|
|
0.9
|
|
||
Total long-term debt, less current portion
|
$
|
1,561.0
|
|
|
$
|
1,491.3
|
|
|
|
|
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Rate
|
|
Cash Distributions
(
in millions
)
|
||||
2018
|
|
|
|
|
|
|
||||
February 7, 2018
|
|
February 14, 2018
|
|
$
|
0.60
|
|
|
$
|
42.7
|
|
May 8, 2018
|
|
May 15, 2018
|
|
0.60
|
|
|
42.7
|
|
||
|
|
|
|
|
|
$
|
85.4
|
|
||
2017
|
|
|
|
|
|
|
||||
February 7, 2017
|
|
February 14, 2017
|
|
$
|
0.60
|
|
|
$
|
41.8
|
|
May 8, 2017
|
|
May 15, 2017
|
|
0.60
|
|
|
41.8
|
|
||
|
|
|
|
|
|
$
|
83.6
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues at CEQP and CMLP
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
0.9
|
|
Costs of product/services sold at CEQP and CMLP
(1)
|
$
|
32.2
|
|
|
$
|
4.0
|
|
|
$
|
45.3
|
|
|
$
|
8.1
|
|
Operations and maintenance expenses at CEQP and CMLP
(2)
|
$
|
7.3
|
|
|
$
|
5.0
|
|
|
$
|
14.0
|
|
|
$
|
9.8
|
|
General and administrative expenses charged by CEQP to CMLP, net
(3)
|
$
|
4.9
|
|
|
$
|
4.9
|
|
|
$
|
10.5
|
|
|
$
|
10.4
|
|
General and administrative expenses at CEQP charged to (from) Crestwood Holdings, net
(4)
|
$
|
(4.4
|
)
|
|
$
|
0.6
|
|
|
$
|
(4.8
|
)
|
|
$
|
(0.2
|
)
|
(1)
|
Includes
$15.2 million
and
$28.3 million
during the
three and six months ended
June 30, 2018
related to purchases of NGLs from a subsidiary of Crestwood Permian and
$17.0 million
during both periods in 2018 related to an agency marketing agreement with Ascent Resources - Utica, LLC (Ascent). Includes
$4.0 million
and
$8.1 million
representing natural gas purchases from Sabine for the
three and six months ended
June 30, 2017
. Ascent and Sabine are affiliates of Crestwood Holdings.
|
(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, and these charges are reflected as a reduction of operations and maintenance expenses in our consolidated statements of income. During the
three and six months ended
June 30, 2018
, we charged
$2.1 million
and
$4.2 million
to Stagecoach Gas,
$0.9 million
and
$2.0 million
to Tres Palacios,
$4.1 million
and
$7.5 million
to Crestwood Permian and
$0.2 million
and
$0.3 million
to Jackalope. 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.
|
(3)
|
Includes
$5.7 million
and
$12.1 million
of net unit-based compensation charges allocated from CEQP to CMLP for the
three and six months ended
June 30, 2018
and
$5.6 million
and
$11.9 million
for the three and six months ended June 30, 2017. In addition, includes
$0.8 million
and
$1.6 million
of CMLP’s general and administrative costs allocated to CEQP during the
three and six months ended
June 30, 2018
and
$0.7 million
and
$1.5 million
during the
three and six months ended
June 30, 2017
.
|
(4)
|
Includes
$4.6 million
and
$5.4 million
unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the
three and six months ended
June 30, 2018
and less than
$0.1 million
and
$0.8 million
during the
three and six months ended
June 30, 2017
.
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Accounts receivable at CEQP and CMLP
|
$
|
3.4
|
|
|
$
|
7.1
|
|
Accounts payable at CEQP
|
$
|
18.9
|
|
|
$
|
7.4
|
|
Accounts payable at CMLP
|
$
|
16.4
|
|
|
$
|
5.0
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
$
|
(21.5
|
)
|
|
$
|
0.3
|
|
|
$
|
12.6
|
|
|
$
|
(19.1
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest and debt expense, net
|
24.3
|
|
|
24.1
|
|
|
48.7
|
|
|
50.6
|
|
||||
Loss on modification/extinguishment of debt
|
—
|
|
|
0.4
|
|
|
—
|
|
|
37.7
|
|
||||
Provision (benefit) for income taxes
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
||||
Depreciation, amortization and accretion
|
44.5
|
|
|
48.7
|
|
|
89.6
|
|
|
97.1
|
|
||||
EBITDA
|
$
|
47.5
|
|
|
$
|
73.5
|
|
|
$
|
151.1
|
|
|
$
|
166.2
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
$
|
(23.5
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
8.9
|
|
|
$
|
(23.3
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest and debt expense, net
|
24.3
|
|
|
24.1
|
|
|
48.7
|
|
|
50.6
|
|
||||
Loss on modification/extinguishment of debt
|
—
|
|
|
0.4
|
|
|
—
|
|
|
37.7
|
|
||||
Provision (benefit) for income taxes
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
||||
Depreciation, amortization and accretion
|
47.4
|
|
|
51.4
|
|
|
95.2
|
|
|
102.6
|
|
||||
EBITDA
|
$
|
48.3
|
|
|
$
|
74.0
|
|
|
$
|
152.9
|
|
|
$
|
167.5
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
255.5
|
|
|
$
|
5.1
|
|
|
$
|
579.9
|
|
|
$
|
—
|
|
|
$
|
840.5
|
|
Intersegment revenues
|
45.4
|
|
|
2.5
|
|
|
(47.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
208.8
|
|
|
0.1
|
|
|
516.5
|
|
|
—
|
|
|
725.4
|
|
|||||
Operations and maintenance expense
|
17.8
|
|
|
0.8
|
|
|
13.3
|
|
|
—
|
|
|
31.9
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
23.4
|
|
|||||
Loss on long-lived assets, net
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|
—
|
|
|
(24.4
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
4.5
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||
EBITDA
|
$
|
78.8
|
|
|
$
|
14.2
|
|
|
$
|
(22.2
|
)
|
|
$
|
(23.3
|
)
|
|
$
|
47.5
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
Total assets
|
$
|
2,584.9
|
|
|
$
|
1,025.6
|
|
|
$
|
600.3
|
|
|
$
|
31.1
|
|
|
$
|
4,241.9
|
|
|
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
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
595.8
|
|
|
$
|
9.3
|
|
|
$
|
1,350.4
|
|
|
$
|
—
|
|
|
$
|
1,955.5
|
|
Intersegment revenues
|
86.7
|
|
|
4.5
|
|
|
(91.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
496.5
|
|
|
0.2
|
|
|
1,194.5
|
|
|
—
|
|
|
1,691.2
|
|
|||||
Operations and maintenance expense
|
35.5
|
|
|
1.6
|
|
|
29.3
|
|
|
—
|
|
|
66.4
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
47.3
|
|
|
47.3
|
|
|||||
Gain (loss) on long-lived assets, net
|
0.1
|
|
|
—
|
|
|
(24.2
|
)
|
|
—
|
|
|
(24.1
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
10.2
|
|
|
14.2
|
|
|
—
|
|
|
—
|
|
|
24.4
|
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
EBITDA
|
$
|
160.8
|
|
|
$
|
26.2
|
|
|
$
|
11.2
|
|
|
$
|
(47.1
|
)
|
|
$
|
151.1
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
Total assets
|
$
|
2,584.9
|
|
|
$
|
1,025.6
|
|
|
$
|
600.3
|
|
|
$
|
31.1
|
|
|
$
|
4,241.9
|
|
|
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
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
255.5
|
|
|
$
|
5.1
|
|
|
$
|
579.9
|
|
|
$
|
—
|
|
|
$
|
840.5
|
|
Intersegment revenues
|
45.4
|
|
|
2.5
|
|
|
(47.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
208.8
|
|
|
0.1
|
|
|
516.5
|
|
|
—
|
|
|
725.4
|
|
|||||
Operations and maintenance expense
|
17.8
|
|
|
0.8
|
|
|
13.3
|
|
|
—
|
|
|
31.9
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
22.5
|
|
|
22.5
|
|
|||||
Loss on long-lived assets, net
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|
—
|
|
|
(24.4
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
4.5
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|||||
EBITDA
|
$
|
78.8
|
|
|
$
|
14.2
|
|
|
$
|
(22.2
|
)
|
|
$
|
(22.5
|
)
|
|
$
|
48.3
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
Total assets
|
$
|
2,765.6
|
|
|
$
|
1,025.6
|
|
|
$
|
600.3
|
|
|
$
|
24.0
|
|
|
$
|
4,415.5
|
|
|
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
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
595.8
|
|
|
$
|
9.3
|
|
|
$
|
1,350.4
|
|
|
$
|
—
|
|
|
$
|
1,955.5
|
|
Intersegment revenues
|
86.7
|
|
|
4.5
|
|
|
(91.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
496.5
|
|
|
0.2
|
|
|
1,194.5
|
|
|
—
|
|
|
1,691.2
|
|
|||||
Operations and maintenance expense
|
35.5
|
|
|
1.6
|
|
|
29.3
|
|
|
—
|
|
|
66.4
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
45.3
|
|
|
45.3
|
|
|||||
Gain (loss) on long-lived assets, net
|
0.1
|
|
|
—
|
|
|
(24.2
|
)
|
|
—
|
|
|
(24.1
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
10.2
|
|
|
14.2
|
|
|
—
|
|
|
—
|
|
|
24.4
|
|
|||||
EBITDA
|
$
|
160.8
|
|
|
$
|
26.2
|
|
|
$
|
11.2
|
|
|
$
|
(45.3
|
)
|
|
$
|
152.9
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
Total assets
|
$
|
2,765.6
|
|
|
$
|
1,025.6
|
|
|
$
|
600.3
|
|
|
$
|
24.0
|
|
|
$
|
4,415.5
|
|
|
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
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
$
|
33.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.9
|
|
Crude oil
|
9.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|||||
Water
|
13.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|||||
Processing
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||||
Compression
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|||||
Storage
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
0.4
|
|
|
1.2
|
|
|
—
|
|
|
(0.3
|
)
|
|
1.3
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||||
Pipeline
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.9
|
|
|||||
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
0.6
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
2.3
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
9.7
|
|
|||||
Water
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Rail Loading
|
|
|
|
|
—
|
|
|
|
|
|
|||||||||
Crude oil
|
—
|
|
|
4.7
|
|
|
—
|
|
|
(1.5
|
)
|
|
3.2
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
Product Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
11.9
|
|
|
—
|
|
|
8.9
|
|
|
(2.8
|
)
|
|
18.0
|
|
|||||
Crude oil
|
197.7
|
|
|
—
|
|
|
266.0
|
|
|
(37.0
|
)
|
|
426.7
|
|
|||||
NGLs
|
22.7
|
|
|
—
|
|
|
254.8
|
|
|
(5.6
|
)
|
|
271.9
|
|
|||||
Other
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
|||||
Total Topic 606 revenues
|
300.9
|
|
|
7.6
|
|
|
546.9
|
|
|
(47.9
|
)
|
|
807.5
|
|
|||||
Non-Topic 606 revenues
(1)
|
—
|
|
|
—
|
|
|
33.0
|
|
|
—
|
|
|
33.0
|
|
|||||
Total revenues
|
$
|
300.9
|
|
|
$
|
7.6
|
|
|
$
|
579.9
|
|
|
$
|
(47.9
|
)
|
|
$
|
840.5
|
|
(1)
|
Represents revenues related to our commodity-based derivatives. See Note 6 for additional information related to our price risk management activities.
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
$
|
69.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69.3
|
|
Crude oil
|
18.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
|||||
Water
|
25.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.8
|
|
|||||
Processing
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Compression
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
15.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|||||
Storage
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
0.9
|
|
|
1.8
|
|
|
—
|
|
|
(0.5
|
)
|
|
2.2
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||
Pipeline
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
—
|
|
|
2.6
|
|
|
—
|
|
|
(1.0
|
)
|
|
1.6
|
|
|||||
Transportation
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Crude oil
|
1.2
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
4.1
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
19.4
|
|
|
—
|
|
|
19.4
|
|
|||||
Water
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Rail Loading
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
—
|
|
|
8.7
|
|
|
—
|
|
|
(2.5
|
)
|
|
6.2
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||||
Product Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
25.3
|
|
|
—
|
|
|
16.7
|
|
|
(6.7
|
)
|
|
35.3
|
|
|||||
Crude oil
|
477.6
|
|
|
—
|
|
|
456.6
|
|
|
(69.3
|
)
|
|
864.9
|
|
|||||
NGLs
|
42.9
|
|
|
—
|
|
|
712.0
|
|
|
(10.7
|
)
|
|
744.2
|
|
|||||
Other
|
—
|
|
|
0.7
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.2
|
|
|||||
Total Topic 606 revenues
|
682.5
|
|
|
13.8
|
|
|
1,219.6
|
|
|
(91.2
|
)
|
|
1,824.7
|
|
|||||
Non-Topic 606 revenues
(1)
|
—
|
|
|
—
|
|
|
130.8
|
|
|
—
|
|
|
130.8
|
|
|||||
Total revenues
|
$
|
682.5
|
|
|
$
|
13.8
|
|
|
$
|
1,350.4
|
|
|
$
|
(91.2
|
)
|
|
$
|
1,955.5
|
|
(1)
|
Represents revenues related to our commodity-based derivatives. See Note 6 for additional information related to our price risk management activities.
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
June 30, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
5.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
Accounts receivable
|
—
|
|
|
321.3
|
|
|
3.0
|
|
|
—
|
|
|
324.3
|
|
|||||
Inventory
|
—
|
|
|
73.6
|
|
|
—
|
|
|
—
|
|
|
73.6
|
|
|||||
Other current assets
|
—
|
|
|
68.3
|
|
|
—
|
|
|
—
|
|
|
68.3
|
|
|||||
Total current assets
|
5.7
|
|
|
463.2
|
|
|
3.0
|
|
|
—
|
|
|
471.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
—
|
|
|
2,071.3
|
|
|
—
|
|
|
—
|
|
|
2,071.3
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
|
713.2
|
|
|
—
|
|
|
—
|
|
|
713.2
|
|
|||||
Investment in consolidated affiliates
|
3,670.6
|
|
|
—
|
|
|
—
|
|
|
(3,670.6
|
)
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,156.7
|
|
|
—
|
|
|
1,156.7
|
|
|||||
Other assets
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||
Total assets
|
$
|
3,676.3
|
|
|
$
|
3,250.1
|
|
|
$
|
1,159.7
|
|
|
$
|
(3,670.6
|
)
|
|
$
|
4,415.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
307.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
307.8
|
|
Other current liabilities
|
20.7
|
|
|
87.4
|
|
|
—
|
|
|
—
|
|
|
108.1
|
|
|||||
Total current liabilities
|
20.7
|
|
|
395.2
|
|
|
—
|
|
|
—
|
|
|
415.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current portion
|
1,561.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,561.0
|
|
|||||
Other long-term liabilities
|
—
|
|
|
106.7
|
|
|
57.0
|
|
|
—
|
|
|
163.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Partners’ capital
|
2,094.6
|
|
|
2,747.6
|
|
|
923.0
|
|
|
(3,670.6
|
)
|
|
2,094.6
|
|
|||||
Interest of non-controlling partners in subsidiary
|
—
|
|
|
—
|
|
|
179.7
|
|
|
—
|
|
|
179.7
|
|
|||||
Total partners’ capital
|
2,094.6
|
|
|
2,747.6
|
|
|
1,102.7
|
|
|
(3,670.6
|
)
|
|
2,274.3
|
|
|||||
Total liabilities and partners’ capital
|
$
|
3,676.3
|
|
|
$
|
3,250.1
|
|
|
$
|
1,159.7
|
|
|
$
|
(3,670.6
|
)
|
|
$
|
4,415.5
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2017
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Accounts receivable
|
—
|
|
|
439.7
|
|
|
2.9
|
|
|
—
|
|
|
442.6
|
|
|||||
Inventory
|
—
|
|
|
68.4
|
|
|
—
|
|
|
—
|
|
|
68.4
|
|
|||||
Other current assets
|
—
|
|
|
18.1
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
|||||
Total current assets
|
1.0
|
|
|
526.2
|
|
|
2.9
|
|
|
—
|
|
|
530.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
—
|
|
|
2,007.5
|
|
|
—
|
|
|
—
|
|
|
2,007.5
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
|
743.3
|
|
|
—
|
|
|
—
|
|
|
743.3
|
|
|||||
Investment in consolidated affiliates
|
3,705.4
|
|
|
—
|
|
|
—
|
|
|
(3,705.4
|
)
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,183.0
|
|
|
—
|
|
|
1,183.0
|
|
|||||
Other assets
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||
Total assets
|
$
|
3,706.4
|
|
|
$
|
3,279.4
|
|
|
$
|
1,185.9
|
|
|
$
|
(3,705.4
|
)
|
|
$
|
4,466.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
346.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
346.8
|
|
Other current liabilities
|
20.5
|
|
|
134.0
|
|
|
—
|
|
|
—
|
|
|
154.5
|
|
|||||
Total current liabilities
|
20.5
|
|
|
480.8
|
|
|
—
|
|
|
—
|
|
|
501.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current portion
|
1,490.5
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
1,491.3
|
|
|||||
Other long-term liabilities
|
—
|
|
|
45.6
|
|
|
57.0
|
|
|
—
|
|
|
102.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Partners’ capital
|
2,195.4
|
|
|
2,751.5
|
|
|
953.9
|
|
|
(3,705.4
|
)
|
|
2,195.4
|
|
|||||
Interest of non-controlling partners in subsidiary
|
—
|
|
|
—
|
|
|
175.0
|
|
|
—
|
|
|
175.0
|
|
|||||
Total partners’ capital
|
2,195.4
|
|
|
2,751.5
|
|
|
1,128.9
|
|
|
(3,705.4
|
)
|
|
2,370.4
|
|
|||||
Total liabilities and partners’ capital
|
$
|
3,706.4
|
|
|
$
|
3,279.4
|
|
|
$
|
1,185.9
|
|
|
$
|
(3,705.4
|
)
|
|
$
|
4,466.3
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
Three Months Ended June 30, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
840.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
840.5
|
|
Costs of product/services sold
|
—
|
|
|
725.4
|
|
|
—
|
|
|
—
|
|
|
725.4
|
|
|||||
Operating expenses and other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance
|
—
|
|
|
31.9
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
|||||
General and administrative
|
12.1
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
22.5
|
|
|||||
Depreciation, amortization and accretion
|
—
|
|
|
47.4
|
|
|
—
|
|
|
—
|
|
|
47.4
|
|
|||||
Loss on long-lived assets, net
|
—
|
|
|
24.4
|
|
|
—
|
|
|
—
|
|
|
24.4
|
|
|||||
|
12.1
|
|
|
114.1
|
|
|
—
|
|
|
—
|
|
|
126.2
|
|
|||||
Operating income (loss)
|
(12.1
|
)
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
|||||
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|
12.0
|
|
|||||
Interest and debt expense, net
|
(24.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.3
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
8.9
|
|
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
(27.5
|
)
|
|
1.0
|
|
|
12.0
|
|
|
(8.9
|
)
|
|
(23.4
|
)
|
|||||
Provision for income taxes
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net income (loss)
|
(27.5
|
)
|
|
0.9
|
|
|
12.0
|
|
|
(8.9
|
)
|
|
(23.5
|
)
|
|||||
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(27.5
|
)
|
|
$
|
0.9
|
|
|
$
|
8.0
|
|
|
$
|
(8.9
|
)
|
|
$
|
(27.5
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|||||
Operating 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
|
)
|
|||||
Loss on modification/extinguishment of debt
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
32.9
|
|
|
—
|
|
|
—
|
|
|
(32.9
|
)
|
|
—
|
|
|||||
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
|
|||||||||||||||||||
Six Months Ended June 30, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,955.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,955.5
|
|
Costs of product/services sold
|
—
|
|
|
1,691.2
|
|
|
—
|
|
|
—
|
|
|
1,691.2
|
|
|||||
Operating expenses and other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance
|
—
|
|
|
66.4
|
|
|
—
|
|
|
—
|
|
|
66.4
|
|
|||||
General and administrative
|
27.7
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
45.3
|
|
|||||
Depreciation, amortization and accretion
|
—
|
|
|
95.2
|
|
|
—
|
|
|
—
|
|
|
95.2
|
|
|||||
Loss on long-lived assets, net
|
—
|
|
|
24.1
|
|
|
—
|
|
|
—
|
|
|
24.1
|
|
|||||
|
27.7
|
|
|
203.3
|
|
|
—
|
|
|
—
|
|
|
231.0
|
|
|||||
Operating income (loss)
|
(27.7
|
)
|
|
61.0
|
|
|
—
|
|
|
—
|
|
|
33.3
|
|
|||||
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
24.4
|
|
|
—
|
|
|
24.4
|
|
|||||
Interest and debt expense, net
|
(48.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
77.3
|
|
|
—
|
|
|
—
|
|
|
(77.3
|
)
|
|
—
|
|
|||||
Income (loss) before income taxes
|
0.9
|
|
|
61.0
|
|
|
24.4
|
|
|
(77.3
|
)
|
|
9.0
|
|
|||||
Provision for income taxes
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net income (loss)
|
0.9
|
|
|
60.9
|
|
|
24.4
|
|
|
(77.3
|
)
|
|
8.9
|
|
|||||
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
|||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
0.9
|
|
|
$
|
60.9
|
|
|
$
|
16.4
|
|
|
$
|
(77.3
|
)
|
|
$
|
0.9
|
|
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
|
|
|||||
Operating 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 Cash Flows
|
|||||||||||||||||||
Six Months Ended June 30, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities
|
$
|
(72.6
|
)
|
|
$
|
212.9
|
|
|
$
|
24.1
|
|
|
$
|
—
|
|
|
$
|
164.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(2.4
|
)
|
|
(116.3
|
)
|
|
—
|
|
|
—
|
|
|
(118.7
|
)
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
|||||
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
23.9
|
|
|
—
|
|
|
23.9
|
|
|||||
Net proceeds from sale of assets
|
—
|
|
|
6.8
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|||||
Capital distributions from consolidated affiliates
|
37.8
|
|
|
—
|
|
|
—
|
|
|
(37.8
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
35.4
|
|
|
(109.5
|
)
|
|
17.0
|
|
|
(37.8
|
)
|
|
(94.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of long-term debt
|
847.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
847.1
|
|
|||||
Payments on long-term debt
|
(780.3
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(781.0
|
)
|
|||||
Payments on capital leases
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Distributions to partners
|
(120.0
|
)
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(123.3
|
)
|
|||||
Distributions to parent
|
—
|
|
|
—
|
|
|
(37.8
|
)
|
|
37.8
|
|
|
—
|
|
|||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|||||
Change in intercompany balances
|
95.1
|
|
|
(95.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
41.9
|
|
|
(103.4
|
)
|
|
(41.1
|
)
|
|
37.8
|
|
|
(64.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|||||
Cash at beginning of period
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Cash at end of period
|
$
|
5.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
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
|
)
|
|||||
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
21.1
|
|
|
—
|
|
|
21.1
|
|
|||||
Net proceeds from sale of assets
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
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 to partners
|
(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
|
|
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; (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; (iii) our belief that our assets will continue to benefit from the development of unconventional shale plays as significant supply basins; 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 acquisitions and success of our joint ventures’ operations;
|
•
|
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, including our ability to raise capital through alternatives like joint ventures; and
|
•
|
the ability to sell or monetize assets, to reduce indebtedness, to repurchase our equity securities, to make strategic investments, 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,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Revenues
|
$
|
840.5
|
|
|
$
|
850.3
|
|
|
$
|
1,955.5
|
|
|
$
|
1,678.4
|
|
|
$
|
840.5
|
|
|
$
|
850.3
|
|
|
$
|
1,955.5
|
|
|
$
|
1,678.4
|
|
Costs of product/services sold
|
725.4
|
|
|
729.6
|
|
|
1,691.2
|
|
|
1,413.1
|
|
|
725.4
|
|
|
729.6
|
|
|
1,691.2
|
|
|
1,413.1
|
|
||||||||
Operations and maintenance expense
|
31.9
|
|
|
34.2
|
|
|
66.4
|
|
|
67.9
|
|
|
31.9
|
|
|
34.2
|
|
|
66.4
|
|
|
67.9
|
|
||||||||
General and administrative expense
|
23.4
|
|
|
22.7
|
|
|
47.3
|
|
|
49.1
|
|
|
22.5
|
|
|
22.1
|
|
|
45.3
|
|
|
47.6
|
|
||||||||
Depreciation, amortization and accretion
|
44.5
|
|
|
48.7
|
|
|
89.6
|
|
|
97.1
|
|
|
47.4
|
|
|
51.4
|
|
|
95.2
|
|
|
102.6
|
|
||||||||
Loss on long-lived assets, net
|
(24.4
|
)
|
|
—
|
|
|
(24.1
|
)
|
|
—
|
|
|
(24.4
|
)
|
|
—
|
|
|
(24.1
|
)
|
|
—
|
|
||||||||
Operating income (loss)
|
(9.1
|
)
|
|
15.1
|
|
|
36.9
|
|
|
51.2
|
|
|
(11.1
|
)
|
|
13.0
|
|
|
33.3
|
|
|
47.2
|
|
||||||||
Earnings from unconsolidated affiliates, net
|
12.0
|
|
|
9.6
|
|
|
24.4
|
|
|
17.7
|
|
|
12.0
|
|
|
9.6
|
|
|
24.4
|
|
|
17.7
|
|
||||||||
Interest and debt expense, net
|
(24.3
|
)
|
|
(24.1
|
)
|
|
(48.7
|
)
|
|
(50.6
|
)
|
|
(24.3
|
)
|
|
(24.1
|
)
|
|
(48.7
|
)
|
|
(50.6
|
)
|
||||||||
Loss on modification/extinguishment of debt
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(37.7
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(37.7
|
)
|
||||||||
Other income, net
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
(Provision) benefit for income taxes
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||||
Net income (loss)
|
(21.5
|
)
|
|
0.3
|
|
|
12.6
|
|
|
(19.1
|
)
|
|
(23.5
|
)
|
|
(1.9
|
)
|
|
8.9
|
|
|
(23.3
|
)
|
||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest and debt expense, net
|
24.3
|
|
|
24.1
|
|
|
48.7
|
|
|
50.6
|
|
|
24.3
|
|
|
24.1
|
|
|
48.7
|
|
|
50.6
|
|
||||||||
Loss on modification/extinguishment of debt
|
—
|
|
|
0.4
|
|
|
—
|
|
|
37.7
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
37.7
|
|
||||||||
Provision (benefit) for income taxes
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
||||||||
Depreciation, amortization and accretion
|
44.5
|
|
|
48.7
|
|
|
89.6
|
|
|
97.1
|
|
|
47.4
|
|
|
51.4
|
|
|
95.2
|
|
|
102.6
|
|
||||||||
EBITDA
|
47.5
|
|
|
73.5
|
|
|
151.1
|
|
|
166.2
|
|
|
48.3
|
|
|
74.0
|
|
|
152.9
|
|
|
167.5
|
|
||||||||
Unit-based compensation charges
|
10.3
|
|
|
5.4
|
|
|
17.5
|
|
|
12.7
|
|
|
10.3
|
|
|
5.4
|
|
|
17.5
|
|
|
12.7
|
|
||||||||
Loss on long-lived assets, net
|
24.4
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
|
24.4
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
||||||||
Earnings from unconsolidated affiliates, net
|
(12.0
|
)
|
|
(9.6
|
)
|
|
(24.4
|
)
|
|
(17.7
|
)
|
|
(12.0
|
)
|
|
(9.6
|
)
|
|
(24.4
|
)
|
|
(17.7
|
)
|
||||||||
Adjusted EBITDA from unconsolidated affiliates, net
|
21.9
|
|
|
17.8
|
|
|
44.0
|
|
|
33.4
|
|
|
21.9
|
|
|
17.8
|
|
|
44.0
|
|
|
33.4
|
|
||||||||
Change in fair value of commodity inventory-related derivative contracts
|
10.1
|
|
|
3.7
|
|
|
(10.1
|
)
|
|
(14.9
|
)
|
|
10.1
|
|
|
3.7
|
|
|
(10.1
|
)
|
|
(14.9
|
)
|
||||||||
Significant transaction and environmental related costs and other items
|
0.7
|
|
|
6.5
|
|
|
2.4
|
|
|
8.5
|
|
|
0.7
|
|
|
6.5
|
|
|
2.4
|
|
|
8.5
|
|
||||||||
Adjusted EBITDA
|
$
|
102.9
|
|
|
$
|
97.3
|
|
|
$
|
204.6
|
|
|
$
|
188.2
|
|
|
$
|
103.7
|
|
|
$
|
97.8
|
|
|
$
|
206.4
|
|
|
$
|
189.5
|
|
|
Crestwood Equity
|
|
Crestwood Midstream
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Net cash provided by operating activities
|
$
|
11.3
|
|
|
$
|
74.0
|
|
|
$
|
160.0
|
|
|
$
|
132.9
|
|
|
$
|
13.0
|
|
|
$
|
76.1
|
|
|
$
|
164.4
|
|
|
$
|
136.1
|
|
Net changes in operating assets and liabilities
|
48.7
|
|
|
(16.8
|
)
|
|
(12.8
|
)
|
|
(1.6
|
)
|
|
47.9
|
|
|
(18.3
|
)
|
|
(15.2
|
)
|
|
(2.8
|
)
|
||||||||
Amortization of debt-related deferred costs
|
(1.8
|
)
|
|
(1.7
|
)
|
|
(3.6
|
)
|
|
(3.5
|
)
|
|
(1.8
|
)
|
|
(1.7
|
)
|
|
(3.6
|
)
|
|
(3.5
|
)
|
||||||||
Interest and debt expense, net
|
24.3
|
|
|
24.1
|
|
|
48.7
|
|
|
50.6
|
|
|
24.3
|
|
|
24.1
|
|
|
48.7
|
|
|
50.6
|
|
||||||||
Unit-based compensation charges
|
(10.3
|
)
|
|
(5.4
|
)
|
|
(17.5
|
)
|
|
(12.7
|
)
|
|
(10.3
|
)
|
|
(5.4
|
)
|
|
(17.5
|
)
|
|
(12.7
|
)
|
||||||||
Loss on long-lived assets, net
|
(24.4
|
)
|
|
—
|
|
|
(24.1
|
)
|
|
—
|
|
|
(24.4
|
)
|
|
—
|
|
|
(24.1
|
)
|
|
—
|
|
||||||||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
(0.4
|
)
|
|
(0.8
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
||||||||
Deferred income taxes
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||||||
Provision (benefit) for income taxes
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
||||||||
Other non-cash (income) expense
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.4
|
|
||||||||
EBITDA
|
47.5
|
|
|
73.5
|
|
|
151.1
|
|
|
166.2
|
|
|
48.3
|
|
|
74.0
|
|
|
152.9
|
|
|
167.5
|
|
||||||||
Unit-based compensation charges
|
10.3
|
|
|
5.4
|
|
|
17.5
|
|
|
12.7
|
|
|
10.3
|
|
|
5.4
|
|
|
17.5
|
|
|
12.7
|
|
||||||||
Loss on long-lived assets, net
|
24.4
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
|
24.4
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
||||||||
Earnings from unconsolidated affiliates, net
|
(12.0
|
)
|
|
(9.6
|
)
|
|
(24.4
|
)
|
|
(17.7
|
)
|
|
(12.0
|
)
|
|
(9.6
|
)
|
|
(24.4
|
)
|
|
(17.7
|
)
|
||||||||
Adjusted EBITDA from unconsolidated affiliates, net
|
21.9
|
|
|
17.8
|
|
|
44.0
|
|
|
33.4
|
|
|
21.9
|
|
|
17.8
|
|
|
44.0
|
|
|
33.4
|
|
||||||||
Change in fair value of commodity inventory-related derivative contracts
|
10.1
|
|
|
3.7
|
|
|
(10.1
|
)
|
|
(14.9
|
)
|
|
10.1
|
|
|
3.7
|
|
|
(10.1
|
)
|
|
(14.9
|
)
|
||||||||
Significant transaction and environmental related costs and other items
|
0.7
|
|
|
6.5
|
|
|
2.4
|
|
|
8.5
|
|
|
0.7
|
|
|
6.5
|
|
|
2.4
|
|
|
8.5
|
|
||||||||
Adjusted EBITDA
|
$
|
102.9
|
|
|
$
|
97.3
|
|
|
$
|
204.6
|
|
|
$
|
188.2
|
|
|
$
|
103.7
|
|
|
$
|
97.8
|
|
|
$
|
206.4
|
|
|
$
|
189.5
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
June 30, 2018
|
|
June 30, 2017
|
||||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
Revenues
|
$
|
255.5
|
|
|
$
|
5.1
|
|
|
$
|
579.9
|
|
|
$
|
405.1
|
|
|
$
|
8.5
|
|
|
$
|
436.7
|
|
Intersegment revenues
|
45.4
|
|
|
2.5
|
|
|
(47.9
|
)
|
|
34.1
|
|
|
1.7
|
|
|
(35.8
|
)
|
||||||
Costs of product/services sold
|
208.8
|
|
|
0.1
|
|
|
516.5
|
|
|
354.7
|
|
|
0.1
|
|
|
374.8
|
|
||||||
Operations and maintenance expenses
|
17.8
|
|
|
0.8
|
|
|
13.3
|
|
|
18.2
|
|
|
1.3
|
|
|
14.7
|
|
||||||
Loss on long-lived assets, net
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Earnings from unconsolidated affiliates, net
|
4.5
|
|
|
7.5
|
|
|
—
|
|
|
1.8
|
|
|
7.8
|
|
|
—
|
|
||||||
EBITDA
|
$
|
78.8
|
|
|
$
|
14.2
|
|
|
$
|
(22.2
|
)
|
|
$
|
68.1
|
|
|
$
|
16.6
|
|
|
$
|
11.4
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
June 30, 2018
|
|
June 30, 2017
|
||||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
Revenues
|
$
|
595.8
|
|
|
$
|
9.3
|
|
|
$
|
1,350.4
|
|
|
$
|
773.7
|
|
|
$
|
18.5
|
|
|
$
|
886.2
|
|
Intersegment revenues
|
86.7
|
|
|
4.5
|
|
|
(91.2
|
)
|
|
64.4
|
|
|
3.5
|
|
|
(67.9
|
)
|
||||||
Costs of product/services sold
|
496.5
|
|
|
0.2
|
|
|
1,194.5
|
|
|
671.3
|
|
|
0.1
|
|
|
741.7
|
|
||||||
Operations and maintenance expenses
|
35.5
|
|
|
1.6
|
|
|
29.3
|
|
|
35.6
|
|
|
2.4
|
|
|
29.9
|
|
||||||
Gain (loss) on long-lived assets, net
|
0.1
|
|
|
—
|
|
|
(24.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Earnings from unconsolidated affiliates, net
|
10.2
|
|
|
14.2
|
|
|
—
|
|
|
3.4
|
|
|
14.3
|
|
|
—
|
|
||||||
EBITDA
|
$
|
160.8
|
|
|
$
|
26.2
|
|
|
$
|
11.2
|
|
|
$
|
134.6
|
|
|
$
|
33.8
|
|
|
$
|
46.7
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Credit facility
|
$
|
5.4
|
|
|
$
|
4.8
|
|
|
$
|
10.4
|
|
|
$
|
7.8
|
|
Senior notes
|
18.2
|
|
|
18.1
|
|
|
36.3
|
|
|
40.1
|
|
||||
Other debt-related costs
|
1.8
|
|
|
1.9
|
|
|
3.6
|
|
|
3.7
|
|
||||
Gross interest and debt expense
|
25.4
|
|
|
24.8
|
|
|
50.3
|
|
|
51.6
|
|
||||
Less: capitalized interest
|
1.1
|
|
|
0.7
|
|
|
1.6
|
|
|
1.0
|
|
||||
Interest and debt expense, net
|
$
|
24.3
|
|
|
$
|
24.1
|
|
|
$
|
48.7
|
|
|
$
|
50.6
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
$
|
160.0
|
|
|
$
|
132.9
|
|
Net cash used in investing activities
|
(94.9
|
)
|
|
(85.1
|
)
|
||
Net cash used in financing activities
|
(60.3
|
)
|
|
(47.1
|
)
|
•
|
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
|
$
|
105.0
|
|
Maintenance capital
|
11.3
|
|
|
Other
(1)
|
2.4
|
|
|
Purchases of property, plant and equipment
|
$
|
118.7
|
|
•
|
During the six months ended June 30, 2018, we made cash distributions of $30 million to our preferred unitholders; prior to September 30, 2017, we had the option to make quarterly distributions to our preferred unitholders by issuing additional preferred units;
|
•
|
In December 2017, Crestwood Niobrara redeemed 100% of the outstanding Series A Preferred Units from GE and issued new Series A-2 Preferred Units to Jackalope Holdings. We began making distributions to Jackalope Holdings on its Series A-2 Preferred Units during the three months ended June 30, 2018, and during that period, we distributed approximately $3.3 million to our non-controlling partner. During the six months ended June 30, 2017, we made distributions to our non-controlling partner of approximately $7.6 million; and
|
•
|
Our taxes paid for unit-based compensation vesting increased by approximately $3.3 million during the six months ended June 30, 2018 compared to the same period in 2017, primarily due to higher vesting of unit-based compensation awards.
|
•
|
Our debt-related transactions during the six months ended June 30, 2018 resulted in net proceeds of approximately $66.1 million compared to net proceeds of approximately $49.1 million during the same period in 2017. The net increase during 2018 was primarily driven by an increase in borrowings under our Credit Facility to fund our capital expenditures primarily related to our Arrow expansion projects described in
Segment Highlights
above. During 2017, we repaid amounts outstanding under certain of Crestwood Midstream’s senior notes with the proceeds from the issuance of its $500 million, 5.75% unsecured notes due 2025.
|
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
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
3.8
|
|
|
|
|
|
3.9
|
|
|
|
|
|
3.10
|
|
|
|
|
|
3.11
|
|
|
|
|
|
3.12
|
|
|
|
|
|
3.13
|
|
|
|
|
|
3.14
|
|
|
|
|
|
3.15
|
|
|
|
|
|
*12.1
|
|
|
|
|
|
*12.2
|
|
|
|
|
|
*31.1
|
|
|
|
|
|
*31.2
|
|
|
|
|
|
*31.3
|
|
|
|
|
|
*31.4
|
|
|
|
|
|
*32.1
|
|
|
|
|
|
*32.2
|
|
|
|
|
|
*32.3
|
|
|
|
|
|
*32.4
|
|
|
|
|
|
**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 2, 2018
|
By:
|
/s/ ROBERT T. HALPIN
|
|
|
|
|
|
Robert T. Halpin
|
|
|
|
|
|
Executive 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 2, 2018
|
By:
|
/s/ ROBERT T. HALPIN
|
|
|
|
|
|
Robert T. Halpin
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
|
|
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