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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 March 31, 2019
|
(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
|
|
71,838,746
|
Crestwood Midstream Partners LP
|
|
None
|
|
Page
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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions, except unit information)
|
|||||||
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
0.5
|
|
|
$
|
0.9
|
|
Restricted cash
|
1.3
|
|
|
16.3
|
|
||
Accounts receivable, less allowance for doubtful accounts of $0.3 million at both March 31, 2019 and December 31, 2018
|
255.6
|
|
|
251.5
|
|
||
Inventory
|
42.0
|
|
|
64.6
|
|
||
Assets from price risk management activities
|
16.6
|
|
|
34.7
|
|
||
Prepaid expenses and other current assets
|
10.1
|
|
|
11.3
|
|
||
Total current assets
|
326.1
|
|
|
379.3
|
|
||
Property, plant and equipment
|
2,661.7
|
|
|
2,598.1
|
|
||
Less: accumulated depreciation
|
596.6
|
|
|
568.4
|
|
||
Property, plant and equipment, net
|
2,065.1
|
|
|
2,029.7
|
|
||
Intangible assets
|
770.3
|
|
|
770.3
|
|
||
Less: accumulated amortization
|
226.9
|
|
|
216.5
|
|
||
Intangible assets, net
|
543.4
|
|
|
553.8
|
|
||
Goodwill
|
138.6
|
|
|
138.6
|
|
||
Operating lease right-of-use assets, net
|
61.6
|
|
|
—
|
|
||
Investments in unconsolidated affiliates
|
1,206.4
|
|
|
1,188.2
|
|
||
Other non-current assets
|
5.2
|
|
|
4.9
|
|
||
Total assets
|
$
|
4,346.4
|
|
|
$
|
4,294.5
|
|
Liabilities and partners’ capital
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
224.6
|
|
|
$
|
213.0
|
|
Accrued expenses and other liabilities
|
123.3
|
|
|
112.4
|
|
||
Liabilities from price risk management activities
|
5.0
|
|
|
5.8
|
|
||
Current portion of long-term debt
|
0.6
|
|
|
0.9
|
|
||
Total current liabilities
|
353.5
|
|
|
332.1
|
|
||
Long-term debt, less current portion
|
1,768.4
|
|
|
1,752.4
|
|
||
Long-term operating lease liabilities
|
48.2
|
|
|
—
|
|
||
Other long-term liabilities
|
177.0
|
|
|
173.6
|
|
||
Deferred income taxes
|
2.8
|
|
|
2.6
|
|
||
Commitments and contingencies (
Note 10
)
|
|
|
|
|
|
||
Interest of non-controlling partner in subsidiary
|
182.0
|
|
|
181.3
|
|
||
Crestwood Equity Partners LP partners’ capital (72,335,893 and 71,659,385 common and subordinated units issued and outstanding at March 31, 2019 and December 31, 2018)
|
1,202.5
|
|
|
1,240.5
|
|
||
Preferred units (71,257,445 units issued and outstanding at both March 31, 2019 and December 31, 2018)
|
612.0
|
|
|
612.0
|
|
||
Total Crestwood Equity Partners LP partners’ capital
|
1,814.5
|
|
|
1,852.5
|
|
||
Total partners’ capital
|
1,996.5
|
|
|
2,033.8
|
|
||
Total liabilities and partners’ capital
|
$
|
4,346.4
|
|
|
$
|
4,294.5
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except unit and per unit data)
(unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Product revenues:
|
|
|
|
||||
Gathering and processing
|
$
|
109.6
|
|
|
$
|
272.2
|
|
Marketing, supply and logistics
|
636.8
|
|
|
753.4
|
|
||
Related party (
Note 11
)
|
1.2
|
|
|
—
|
|
||
|
747.6
|
|
|
1,025.6
|
|
||
Services revenues:
|
|
|
|
||||
Gathering and processing
|
72.7
|
|
|
68.1
|
|
||
Storage and transportation
|
7.8
|
|
|
4.2
|
|
||
Marketing, supply and logistics
|
7.1
|
|
|
16.8
|
|
||
Related party (
Note 11
)
|
—
|
|
|
0.3
|
|
||
|
87.6
|
|
|
89.4
|
|
||
Total revenues
|
835.2
|
|
|
1,115.0
|
|
||
|
|
|
|
||||
Costs of product/services sold (exclusive of items shown separately below):
|
|
|
|
||||
Product costs
|
653.5
|
|
|
938.9
|
|
||
Product costs - related party
(Note 11)
|
34.4
|
|
|
13.1
|
|
||
Service costs
|
7.7
|
|
|
13.8
|
|
||
Total costs of products/services sold
|
695.6
|
|
|
965.8
|
|
||
|
|
|
|
||||
Operating expenses and other:
|
|
|
|
||||
Operations and maintenance
|
28.6
|
|
|
34.5
|
|
||
General and administrative
|
37.2
|
|
|
23.9
|
|
||
Depreciation, amortization and accretion
|
39.8
|
|
|
45.1
|
|
||
(Gain) loss on long-lived assets, net
|
2.0
|
|
|
(0.3
|
)
|
||
|
107.6
|
|
|
103.2
|
|
||
Operating income
|
32.0
|
|
|
46.0
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(in millions, except unit and per unit data)
(unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Earnings from unconsolidated affiliates, net
|
6.9
|
|
|
12.4
|
|
||
Interest and debt expense, net
|
(24.9
|
)
|
|
(24.4
|
)
|
||
Other income, net
|
0.1
|
|
|
0.1
|
|
||
Net income
|
14.1
|
|
|
34.1
|
|
||
Net income attributable to non-controlling partner
|
4.0
|
|
|
4.0
|
|
||
Net income attributable to Crestwood Equity Partners LP
|
10.1
|
|
|
30.1
|
|
||
Net income attributable to preferred units
|
15.0
|
|
|
15.0
|
|
||
Net income (loss) attributable to partners
|
$
|
(4.9
|
)
|
|
$
|
15.1
|
|
|
|
|
|
||||
Subordinated unitholders’ interest in net income
|
$
|
—
|
|
|
$
|
0.1
|
|
Common unitholders’ interest in net income (loss)
|
$
|
(4.9
|
)
|
|
$
|
15.0
|
|
Net income (loss) per limited partner unit:
|
|
|
|
||||
Basic
|
$
|
(0.07
|
)
|
|
$
|
0.21
|
|
Diluted
|
$
|
(0.07
|
)
|
|
$
|
0.21
|
|
Weighted-average limited partners’ units outstanding (
in thousands
):
|
|
|
|
||||
Basic
|
71,833
|
|
|
71,165
|
|
||
Dilutive
|
—
|
|
|
789
|
|
||
Diluted
|
71,833
|
|
|
71,954
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
14.1
|
|
|
$
|
34.1
|
|
Change in fair value of Suburban Propane Partners, L.P. units
|
0.4
|
|
|
(0.3
|
)
|
||
Comprehensive income
|
14.5
|
|
|
33.8
|
|
||
Comprehensive income attributable to non-controlling partner
|
4.0
|
|
|
4.0
|
|
||
Comprehensive income attributable to Crestwood Equity Partners LP
|
$
|
10.5
|
|
|
$
|
29.8
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS 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, 2018
|
71.3
|
|
|
$
|
612.0
|
|
|
71.2
|
|
|
0.4
|
|
|
$
|
1,240.5
|
|
|
$
|
181.3
|
|
|
$
|
2,033.8
|
|
Distributions to partners
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(43.1
|
)
|
|
(3.3
|
)
|
|
(61.4
|
)
|
||||
Unit-based compensation charges
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
|
17.3
|
|
||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(7.0
|
)
|
|
—
|
|
|
(7.0
|
)
|
||||
Change in fair value of Suburban Propane Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||
Net income (loss)
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|
4.0
|
|
|
14.1
|
|
||||
Balance at March 31, 2019
|
71.3
|
|
|
$
|
612.0
|
|
|
71.9
|
|
|
0.4
|
|
|
$
|
1,202.5
|
|
|
$
|
182.0
|
|
|
$
|
1,996.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
||||
Distributions to partners
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(42.7
|
)
|
|
—
|
|
|
(57.7
|
)
|
||||
Unit-based compensation charges
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
||||
Change in fair value of Suburban Propane Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
Other
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
Net income
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
15.1
|
|
|
4.0
|
|
|
34.1
|
|
||||
Balance at March 31, 2018
|
71.3
|
|
|
$
|
611.9
|
|
|
71.3
|
|
|
0.4
|
|
|
$
|
1,373.9
|
|
|
$
|
179.0
|
|
|
$
|
2,164.8
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
14.1
|
|
|
$
|
34.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
39.8
|
|
|
45.1
|
|
||
Amortization of debt-related deferred costs
|
1.4
|
|
|
1.8
|
|
||
Unit-based compensation charges
|
17.3
|
|
|
7.2
|
|
||
(Gain) loss on long-lived assets, net
|
2.0
|
|
|
(0.3
|
)
|
||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
3.3
|
|
|
(0.6
|
)
|
||
Deferred income taxes
|
0.2
|
|
|
(0.2
|
)
|
||
Other
|
—
|
|
|
0.1
|
|
||
Changes in operating assets and liabilities
|
52.8
|
|
|
61.5
|
|
||
Net cash provided by operating activities
|
130.9
|
|
|
148.7
|
|
||
Investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(68.5
|
)
|
|
(65.3
|
)
|
||
Investment in unconsolidated affiliates
|
(38.2
|
)
|
|
(0.1
|
)
|
||
Capital distributions from unconsolidated affiliates
|
16.7
|
|
|
11.5
|
|
||
Other
|
(1.0
|
)
|
|
1.2
|
|
||
Net cash used in investing activities
|
(91.0
|
)
|
|
(52.7
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
298.9
|
|
|
399.8
|
|
||
Payments on long-term debt
|
(284.4
|
)
|
|
(425.4
|
)
|
||
Payments on finance/capital leases
|
(1.1
|
)
|
|
(0.3
|
)
|
||
Payments for deferred financing costs
|
(0.2
|
)
|
|
—
|
|
||
Distributions to partners
|
(43.1
|
)
|
|
(42.7
|
)
|
||
Distributions to non-controlling partner
|
(3.3
|
)
|
|
—
|
|
||
Distribution to preferred unit holders
|
(15.0
|
)
|
|
(15.0
|
)
|
||
Taxes paid for unit-based compensation vesting
|
(7.0
|
)
|
|
(6.3
|
)
|
||
Other
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Net cash used in financing activities
|
(55.3
|
)
|
|
(90.0
|
)
|
||
Net change in cash and restricted cash
|
(15.4
|
)
|
|
6.0
|
|
||
Cash and restricted cash at beginning of period
|
17.2
|
|
|
1.3
|
|
||
Cash and restricted cash at end of period
|
$
|
1.8
|
|
|
$
|
7.3
|
|
Supplemental schedule of noncash investing and financing activities
|
|
|
|
||||
Net change to property, plant and equipment through accounts payable and accrued expenses
|
$
|
5.7
|
|
|
$
|
12.7
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions)
|
|||||||
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Restricted cash
|
1.3
|
|
|
16.3
|
|
||
Accounts receivable, less allowance for doubtful accounts of $0.3 million at both March 31, 2019 and December 31, 2018
|
254.9
|
|
|
249.9
|
|
||
Inventory
|
42.0
|
|
|
64.6
|
|
||
Assets from price risk management activities
|
16.6
|
|
|
34.7
|
|
||
Prepaid expenses and other current assets
|
10.1
|
|
|
11.3
|
|
||
Total current assets
|
325.1
|
|
|
377.0
|
|
||
Property, plant and equipment
|
2,991.7
|
|
|
2,928.2
|
|
||
Less: accumulated depreciation
|
757.7
|
|
|
725.9
|
|
||
Property, plant and equipment, net
|
2,234.0
|
|
|
2,202.3
|
|
||
Intangible assets
|
770.3
|
|
|
770.3
|
|
||
Less: accumulated amortization
|
226.9
|
|
|
216.5
|
|
||
Intangible assets, net
|
543.4
|
|
|
553.8
|
|
||
Goodwill
|
138.6
|
|
|
138.6
|
|
||
Operating lease right-of-use assets, net
|
61.6
|
|
|
—
|
|
||
Investments in unconsolidated affiliates
|
1,206.4
|
|
|
1,188.2
|
|
||
Other non-current assets
|
2.0
|
|
|
2.1
|
|
||
Total assets
|
$
|
4,511.1
|
|
|
$
|
4,462.0
|
|
Liabilities and partners’ capital
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
222.0
|
|
|
$
|
210.5
|
|
Accrued expenses and other liabilities
|
122.3
|
|
|
111.3
|
|
||
Liabilities from price risk management activities
|
5.0
|
|
|
5.8
|
|
||
Current portion of long-term debt
|
0.6
|
|
|
0.9
|
|
||
Total current liabilities
|
349.9
|
|
|
328.5
|
|
||
Long-term debt, less current portion
|
1,768.4
|
|
|
1,752.4
|
|
||
Long-term operating lease liabilities
|
48.2
|
|
|
—
|
|
||
Other long-term liabilities
|
174.0
|
|
|
171.0
|
|
||
Deferred income taxes
|
0.6
|
|
|
0.6
|
|
||
Commitments and contingencies (
Note 10
)
|
|
|
|
||||
Interest of non-controlling partner in subsidiary
|
182.0
|
|
|
181.3
|
|
||
Partners’ capital
|
1,988.0
|
|
|
2,028.2
|
|
||
Total partners’ capital
|
2,170.0
|
|
|
2,209.5
|
|
||
Total liabilities and partners’ capital
|
$
|
4,511.1
|
|
|
$
|
4,462.0
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
(unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Product revenues:
|
|
|
|
||||
Gathering and processing
|
$
|
109.6
|
|
|
$
|
272.2
|
|
Marketing, supply and logistics
|
636.8
|
|
|
753.4
|
|
||
Related party (
Note 11
)
|
1.2
|
|
|
—
|
|
||
|
747.6
|
|
|
1,025.6
|
|
||
Service revenues:
|
|
|
|
||||
Gathering and processing
|
72.7
|
|
|
68.1
|
|
||
Storage and transportation
|
7.8
|
|
|
4.2
|
|
||
Marketing, supply and logistics
|
7.1
|
|
|
16.8
|
|
||
Related party (
Note 11
)
|
—
|
|
|
0.3
|
|
||
|
87.6
|
|
|
89.4
|
|
||
Total revenues
|
835.2
|
|
|
1,115.0
|
|
||
|
|
|
|
||||
Costs of product/services sold (exclusive of items shown separately below):
|
|
|
|
||||
Product costs
|
653.5
|
|
|
938.9
|
|
||
Product costs - related party
(Note 11)
|
34.4
|
|
|
13.1
|
|
||
Service costs
|
7.7
|
|
|
13.8
|
|
||
Total costs of product/services sold
|
695.6
|
|
|
965.8
|
|
||
|
|
|
|
||||
Operating expenses and other:
|
|
|
|
||||
Operations and maintenance
|
28.6
|
|
|
34.5
|
|
||
General and administrative
|
36.0
|
|
|
22.8
|
|
||
Depreciation, amortization and accretion
|
43.4
|
|
|
47.8
|
|
||
(Gain) loss on long-lived assets, net
|
2.0
|
|
|
(0.3
|
)
|
||
|
110.0
|
|
|
104.8
|
|
||
Operating income
|
29.6
|
|
|
44.4
|
|
||
Earnings from unconsolidated affiliates, net
|
6.9
|
|
|
12.4
|
|
||
Interest and debt expense, net
|
(24.9
|
)
|
|
(24.4
|
)
|
||
Net income
|
11.6
|
|
|
32.4
|
|
||
Net income attributable to non-controlling partner
|
4.0
|
|
|
4.0
|
|
||
Net income attributable to Crestwood Midstream Partners LP
|
$
|
7.6
|
|
|
$
|
28.4
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
|
||||||||||||
|
|
Partners
|
|
Non-Controlling Partner
|
|
Total Partners’
Capital
|
||||||
Balance at December 31, 2018
|
|
$
|
2,028.2
|
|
|
$
|
181.3
|
|
|
$
|
2,209.5
|
|
Distributions to partners
|
|
(57.8
|
)
|
|
(3.3
|
)
|
|
(61.1
|
)
|
|||
Unit-based compensation charges
|
|
17.3
|
|
|
—
|
|
|
17.3
|
|
|||
Taxes paid for unit-based compensation vesting
|
|
(7.0
|
)
|
|
—
|
|
|
(7.0
|
)
|
|||
Other
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Net income
|
|
7.6
|
|
|
4.0
|
|
|
11.6
|
|
|||
Balance at March 31, 2019
|
|
$
|
1,988.0
|
|
|
$
|
182.0
|
|
|
$
|
2,170.0
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2017
|
|
$
|
2,195.4
|
|
|
$
|
175.0
|
|
|
$
|
2,370.4
|
|
Cumulative effect of accounting change
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|||
Distributions to partners
|
|
(60.5
|
)
|
|
—
|
|
|
(60.5
|
)
|
|||
Unit-based compensation charges
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|||
Taxes paid for unit-based compensation vesting
|
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
|||
Other
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Net income
|
|
28.4
|
|
|
4.0
|
|
|
32.4
|
|
|||
Balance at March 31, 2018
|
|
$
|
2,171.9
|
|
|
$
|
179.0
|
|
|
$
|
2,350.9
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
11.6
|
|
|
$
|
32.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
43.4
|
|
|
47.8
|
|
||
Amortization of debt-related deferred costs
|
1.4
|
|
|
1.8
|
|
||
Unit-based compensation charges
|
17.3
|
|
|
7.2
|
|
||
(Gain) loss on long-lived assets
|
2.0
|
|
|
(0.3
|
)
|
||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
3.3
|
|
|
(0.6
|
)
|
||
Deferred income taxes
|
—
|
|
|
(0.1
|
)
|
||
Other
|
—
|
|
|
0.1
|
|
||
Changes in operating assets and liabilities
|
51.9
|
|
|
63.1
|
|
||
Net cash provided by operating activities
|
130.9
|
|
|
151.4
|
|
||
Investing activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(68.5
|
)
|
|
(65.3
|
)
|
||
Investment in unconsolidated affiliates
|
(38.2
|
)
|
|
(0.1
|
)
|
||
Capital distributions from unconsolidated affiliates
|
16.7
|
|
|
11.5
|
|
||
Other
|
(1.0
|
)
|
|
1.2
|
|
||
Net cash used in investing activities
|
(91.0
|
)
|
|
(52.7
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
298.9
|
|
|
399.8
|
|
||
Payments on long-term debt
|
(284.4
|
)
|
|
(425.4
|
)
|
||
Payments on finance/capital leases
|
(1.1
|
)
|
|
(0.3
|
)
|
||
Payments for deferred financing costs
|
(0.2
|
)
|
|
—
|
|
||
Distributions to partners
|
(57.8
|
)
|
|
(60.5
|
)
|
||
Distributions paid to non-controlling partners
|
(3.3
|
)
|
|
—
|
|
||
Taxes paid for unit-based compensation vesting
|
(7.0
|
)
|
|
(6.3
|
)
|
||
Net cash used in financing activities
|
(54.9
|
)
|
|
(92.7
|
)
|
||
Net change in cash and restricted cash
|
(15.0
|
)
|
|
6.0
|
|
||
Cash and restricted cash at beginning of period
|
16.5
|
|
|
1.0
|
|
||
Cash and restricted cash at end of period
|
$
|
1.5
|
|
|
$
|
7.0
|
|
Supplemental schedule of non-cash investing and financing activities
|
|
|
|
||||
Net change to property, plant and equipment through accounts payable and accrued expenses
|
$
|
5.7
|
|
|
$
|
12.7
|
|
Operating Leases
|
|
||
Operating lease right-of-use assets, net
|
$
|
61.6
|
|
|
|
||
Accrued expenses and other liabilities
|
$
|
18.1
|
|
Long-term operating lease liabilities
|
48.2
|
|
|
Total operating lease liabilities
|
$
|
66.3
|
|
Finance Leases
|
|
||
Property, plant and equipment
|
$
|
14.1
|
|
Less: accumulated depreciation
|
2.7
|
|
|
Property, plant and equipment, net
|
$
|
11.4
|
|
|
|
||
Accrued expenses and other liabilities
|
$
|
2.9
|
|
Other long-term liabilities
|
7.1
|
|
|
Total finance lease liabilities
|
$
|
10.0
|
|
Operating leases:
|
|
||
Operating lease expense
(1)(2)
|
$
|
7.5
|
|
Sublease income
(3)
|
0.2
|
|
|
Total operating lease expense, net
|
$
|
7.3
|
|
Finance leases:
|
|
||
Amortization of right-of-use assets
(4)
|
$
|
0.9
|
|
Interest on lease liabilities
(5)
|
0.2
|
|
|
Total finance lease expense
|
$
|
1.1
|
|
(1)
|
Approximately
$4.8 million
is included in costs of product/services sold and
$2.7 million
is included in operations and maintenance expense on our consolidated statements of operations.
|
(2)
|
Includes short-term and variable lease costs of approximately
$0.7 million
.
|
(3)
|
Included in Marketing, Supply and Logistics service revenues on our consolidated statements of operations.
|
(4)
|
Included in depreciation, amortization and accretion on our consolidated statements of operations.
|
(5)
|
Included in interest and debt expense, net on our consolidated statements of operations.
|
Cash paid for lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
6.3
|
|
Operating cash flows from finance leases
|
$
|
0.2
|
|
Financing cash flows from finance leases
|
$
|
1.1
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
0.3
|
|
Finance leases
|
$
|
1.0
|
|
|
Topic 842
|
|
Topic 840
|
||||||||||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
Year Ending December 31,
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
|
Operating Leases
|
|
Capital Leases
|
|
Total
|
||||||||||||
2019
(1)
|
$
|
15.7
|
|
|
$
|
2.6
|
|
|
$
|
18.3
|
|
|
$
|
22.3
|
|
|
$
|
3.0
|
|
|
$
|
25.3
|
|
2020
|
18.4
|
|
|
3.5
|
|
|
21.9
|
|
|
18.1
|
|
|
3.3
|
|
|
21.4
|
|
||||||
2021
|
14.8
|
|
|
3.4
|
|
|
18.2
|
|
|
14.4
|
|
|
3.2
|
|
|
17.6
|
|
||||||
2022
|
10.1
|
|
|
1.7
|
|
|
11.8
|
|
|
9.7
|
|
|
1.9
|
|
|
11.6
|
|
||||||
2023
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
||||||
Thereafter
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|
10.7
|
|
|
—
|
|
|
10.7
|
|
||||||
Total lease payments
|
76.2
|
|
|
11.2
|
|
|
87.4
|
|
|
81.2
|
|
|
11.4
|
|
|
92.6
|
|
||||||
Less: Interest
|
9.9
|
|
|
1.2
|
|
|
11.1
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
||||||
Present value of lease liabilities
|
$
|
66.3
|
|
|
$
|
10.0
|
|
|
$
|
76.3
|
|
|
$
|
81.2
|
|
|
$
|
10.1
|
|
|
$
|
91.3
|
|
(1)
|
Represents the remainder of 2019 at March 31, 2019.
|
|
CEQP
|
|
CMLP
|
||||||||||||
|
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Accrued expenses
(1)
|
$
|
39.7
|
|
|
$
|
64.8
|
|
|
$
|
38.7
|
|
|
$
|
63.7
|
|
Accrued property taxes
|
3.9
|
|
|
2.6
|
|
|
3.9
|
|
|
2.6
|
|
||||
Income tax payable
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
||||
Interest payable
|
38.2
|
|
|
19.8
|
|
|
38.2
|
|
|
19.8
|
|
||||
Accrued additions to property, plant and equipment
|
8.1
|
|
|
10.5
|
|
|
8.1
|
|
|
10.5
|
|
||||
Operating leases
|
18.1
|
|
|
—
|
|
|
18.1
|
|
|
—
|
|
||||
Finance leases
|
2.9
|
|
|
2.4
|
|
|
2.9
|
|
|
2.4
|
|
||||
Deferred revenue
|
12.0
|
|
|
12.0
|
|
|
12.0
|
|
|
12.0
|
|
||||
Total accrued expenses and other liabilities
|
$
|
123.3
|
|
|
$
|
112.4
|
|
|
$
|
122.3
|
|
|
$
|
111.3
|
|
(1)
|
Includes
$1.2 million
and
$16.2 million
of related party accrued expenses at
March 31, 2019
and
December 31, 2018
related to deposits received from Jackalope Gas Gathering Services, L.L.C. (Jackalope), our
50%
equity method investment.
|
|
Investment
|
|
Earnings (Loss) from
Unconsolidated Affiliates
|
||||||||||||
|
March 31,
|
|
December 31,
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Stagecoach Gas Services LLC
(1)
|
$
|
824.4
|
|
|
$
|
830.4
|
|
|
$
|
7.0
|
|
|
$
|
5.7
|
|
Jackalope Gas Gathering Services, L.L.C.
(2)
|
226.2
|
|
|
210.2
|
|
|
3.2
|
|
|
3.0
|
|
||||
Crestwood Permian Basin Holdings LLC
(3)
|
106.1
|
|
|
104.3
|
|
|
(3.4
|
)
|
|
2.7
|
|
||||
Tres Palacios Holdings LLC
(4)
|
41.5
|
|
|
35.0
|
|
|
0.2
|
|
|
0.4
|
|
||||
Powder River Basin Industrial Complex, LLC
(5)
|
8.2
|
|
|
8.3
|
|
|
(0.1
|
)
|
|
0.6
|
|
||||
Total
|
$
|
1,206.4
|
|
|
$
|
1,188.2
|
|
|
$
|
6.9
|
|
|
$
|
12.4
|
|
(1)
|
As of
March 31, 2019
, our equity in the underlying net assets of Stagecoach Gas Services LLC (Stagecoach Gas) exceeded our investment balance by approximately
$51.3 million
. This excess amount is entirely attributable to goodwill and, as such, is not subject to amortization. Pursuant to the Stagecoach limited liability company agreement, our share of Stagecoach’s equity earnings increased from
35%
to
40%
effective July 1, 2018. Our Stagecoach Gas investment is included in our storage and transportation segment.
|
(2)
|
As of
March 31, 2019
, our equity in the underlying net assets of Jackalope exceeded our investment balance by approximately
$0.4 million
. Our Jackalope investment is included in our gathering and processing segment.
|
(3)
|
As of
March 31, 2019
, the difference of
$8.8 million
between our equity in Crestwood Permian’s net assets and our investment balance is not subject to amortization. Pursuant to the Crestwood Permian limited liability company agreement, we were allocated 100% of Crestwood New Mexico Pipeline LLC’s (Crestwood New Mexico) earnings through June 30, 2018. Effective July 1, 2018, our equity earnings from Crestwood New Mexico is based on our ownership percentage of Crestwood Permian, which is currently
50%
. Our Crestwood Permian investment is included in our gathering and processing segment.
|
(4)
|
As of
March 31, 2019
, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded our investment balance by approximately
$25.0 million
. Our Tres Holdings investment is included in our storage and transportation segment.
|
(5)
|
As of
March 31, 2019
, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) exceeded our investment balance by approximately
$5.8 million
. Our PRBIC investment is included in our storage and transportation segment.
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income (Loss)
|
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
||||||||||||
Stagecoach Gas
|
$
|
40.3
|
|
|
$
|
20.2
|
|
|
$
|
20.2
|
|
|
$
|
41.3
|
|
|
$
|
20.1
|
|
|
$
|
21.2
|
|
Jackalope
(1)
|
19.6
|
|
|
13.4
|
|
|
6.3
|
|
|
15.7
|
|
|
9.7
|
|
|
6.1
|
|
||||||
Crestwood Permian
|
13.9
|
|
|
20.0
|
|
|
(6.9
|
)
|
|
21.7
|
|
|
19.8
|
|
|
3.0
|
|
||||||
Other
(2)
|
8.3
|
|
|
8.8
|
|
|
(0.5
|
)
|
|
10.0
|
|
|
9.1
|
|
|
0.9
|
|
||||||
Total
|
$
|
82.1
|
|
|
$
|
62.4
|
|
|
$
|
19.1
|
|
|
$
|
88.7
|
|
|
$
|
58.7
|
|
|
$
|
31.2
|
|
(1)
|
We amortize the excess basis in our Jackalope equity investment as an increase in our earnings from unconsolidated affiliates. During both the
three months ended
March 31, 2019
and
2018
, we recorded amortization of the excess basis in Jackalope of less than
$0.1 million
.
|
(2)
|
Includes our Tres Holdings and PRBIC equity investments. We amortize the excess basis in these equity investments as an increase in our earnings from unconsolidated affiliates. We recorded amortization of the excess basis in our Tres Holdings and PRBIC equity investments of
$0.3 million
and
$0.1 million
, respectively, for the
three months ended
March 31, 2019
, and
$0.3 million
and
$0.2 million
, respectively, for the
three months ended
March 31, 2018
.
|
|
|
Distributions
(1)
|
|
Contributions
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Stagecoach Gas
|
|
$
|
13.0
|
|
|
$
|
11.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Jackalope
|
|
11.6
|
|
|
7.4
|
|
|
24.4
|
|
|
—
|
|
||||
Crestwood Permian
|
|
2.3
|
|
|
4.3
|
|
|
7.5
|
|
|
0.1
|
|
||||
Tres Holdings
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
||||
PRBIC
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
26.9
|
|
|
$
|
23.3
|
|
|
$
|
38.2
|
|
|
$
|
0.1
|
|
(1)
|
In April 2019, we received cash distributions from Stagecoach Gas, Crestwood Permian and Tres Holdings of approximately
$12.4 million
,
$0.6 million
and
$1.2 million
, respectively.
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Product revenues
|
|
$
|
104.1
|
|
|
$
|
97.8
|
|
Gain (loss) reflected in costs of product/services sold
|
|
(2.9
|
)
|
|
7.8
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
||||
Propane, crude and heating oil (MMBbls)
|
28.8
|
|
|
29.5
|
|
|
27.8
|
|
|
30.1
|
|
Natural gas (Bcf)
|
1.6
|
|
|
1.6
|
|
|
1.8
|
|
|
1.8
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Aggregate fair value of derivative instruments with credit-risk-related contingent features
(1)
|
$
|
2.6
|
|
|
$
|
2.2
|
|
NYMEX-related net derivative asset (liability) position
|
$
|
1.4
|
|
|
$
|
(9.4
|
)
|
NYMEX-related cash collateral posted
|
$
|
9.1
|
|
|
$
|
21.7
|
|
Cash collateral received
|
$
|
5.4
|
|
|
$
|
14.2
|
|
(1)
|
At
March 31, 2019
and
December 31, 2018
, we posted less than
$0.1 million
of collateral associated with these derivatives.
|
•
|
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.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
2023 Senior Notes
|
$
|
694.0
|
|
|
$
|
720.8
|
|
|
$
|
693.6
|
|
|
$
|
668.1
|
|
2025 Senior Notes
|
$
|
493.6
|
|
|
$
|
514.8
|
|
|
$
|
493.4
|
|
|
$
|
466.2
|
|
|
March 31, 2019
|
||||||||||||||||||||||||||
|
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
|
$
|
5.6
|
|
|
$
|
64.7
|
|
|
$
|
—
|
|
|
$
|
70.3
|
|
|
$
|
(60.4
|
)
|
|
$
|
6.7
|
|
|
$
|
16.6
|
|
Suburban Propane Partners, L.P. units
(2)
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|||||||
Total assets at fair value
|
$
|
8.8
|
|
|
$
|
64.7
|
|
|
$
|
—
|
|
|
$
|
73.5
|
|
|
$
|
(60.4
|
)
|
|
$
|
6.7
|
|
|
$
|
19.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities from price risk management
|
$
|
5.3
|
|
|
$
|
57.1
|
|
|
$
|
—
|
|
|
$
|
62.4
|
|
|
$
|
(60.4
|
)
|
|
$
|
3.0
|
|
|
$
|
5.0
|
|
Total liabilities at fair value
|
$
|
5.3
|
|
|
$
|
57.1
|
|
|
$
|
—
|
|
|
$
|
62.4
|
|
|
$
|
(60.4
|
)
|
|
$
|
3.0
|
|
|
$
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 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
|
$
|
12.4
|
|
|
$
|
160.7
|
|
|
$
|
—
|
|
|
$
|
173.1
|
|
|
$
|
(140.3
|
)
|
|
$
|
1.9
|
|
|
$
|
34.7
|
|
Suburban Propane Partners, L.P. units
(2)
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|||||||
Total assets at fair value
|
$
|
15.2
|
|
|
$
|
160.7
|
|
|
$
|
—
|
|
|
$
|
175.9
|
|
|
$
|
(140.3
|
)
|
|
$
|
1.9
|
|
|
$
|
37.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities from price risk management
|
$
|
7.0
|
|
|
$
|
144.7
|
|
|
$
|
—
|
|
|
$
|
151.7
|
|
|
$
|
(140.3
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
5.8
|
|
Total liabilities at fair value
|
$
|
7.0
|
|
|
$
|
144.7
|
|
|
$
|
—
|
|
|
$
|
151.7
|
|
|
$
|
(140.3
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
5.8
|
|
(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.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Credit Facility
|
$
|
593.0
|
|
|
$
|
578.2
|
|
2023 Senior Notes
|
700.0
|
|
|
700.0
|
|
||
2025 Senior Notes
|
500.0
|
|
|
500.0
|
|
||
Other
|
1.2
|
|
|
1.5
|
|
||
Less: deferred financing costs, net
|
25.2
|
|
|
26.4
|
|
||
Total debt
|
1,769.0
|
|
|
1,753.3
|
|
||
Less: current portion
|
0.6
|
|
|
0.9
|
|
||
Total long-term debt, less current portion
|
$
|
1,768.4
|
|
|
$
|
1,752.4
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2019
|
|
2018
|
||
Preferred units
(1)
|
7,125,744
|
|
|
7,125,744
|
|
Crestwood Niobrara’s preferred units
(1)
|
5,775,394
|
|
|
7,055,735
|
|
Stock-based compensation performance units
(2)
|
460,091
|
|
|
—
|
|
Subordinated units
(2)
|
438,789
|
|
|
—
|
|
(1)
|
See
Note 9
for additional information regarding the potential conversion/redemption of our preferred units and Crestwood Niobrara’s preferred units to common units.
|
(2)
|
For a description of our performance units and subordinated units, see our 2018 Annual Report on Form 10-K.
|
Record Date
|
|
Payment Date
|
|
Per Unit Rate
|
|
Cash Distributions
(
in millions
)
|
||||
2019
|
|
|
|
|
|
|
||||
February 7, 2019
|
|
February 14, 2019
|
|
$
|
0.60
|
|
|
$
|
43.1
|
|
2018
|
|
|
|
|
|
|
||||
February 7, 2018
|
|
February 14, 2018
|
|
$
|
0.60
|
|
|
$
|
42.7
|
|
(1)
|
At
March 31, 2019
, CEQP and CMLP classified approximately
$7.4 million
and
$6.3 million
, respectively of these reserves as other long-term liabilities on their consolidated balance sheets.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues at CEQP and CMLP
|
$
|
1.2
|
|
|
$
|
0.3
|
|
Costs of product/services sold at CEQP and CMLP
(1)
|
$
|
34.4
|
|
|
$
|
13.1
|
|
Operations and maintenance expenses at CEQP and CMLP
(2)
|
$
|
7.5
|
|
|
$
|
6.7
|
|
General and administrative expenses charged by CEQP to CMLP, net
(3)
|
$
|
11.0
|
|
|
$
|
5.6
|
|
General and administrative expenses at CEQP charged from Crestwood Holdings, net
(4)
|
$
|
(5.2
|
)
|
|
$
|
(0.4
|
)
|
(1)
|
Includes
$8.2 million
and
$13.1 million
during the
three months ended
March 31, 2019
and
2018
related to purchases of NGLs from a subsidiary of Crestwood Permian. The amount for the
three months ended
March 31, 2019
also includes
$23.9 million
related to an agency marketing agreement with Ascent Resources - Utica, LLC, an affiliate of Crestwood Holdings and
$2.3 million
related to purchases of natural gas from a subsidiary of Stagecoach Gas.
|
(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 months ended
March 31, 2019
, we charged
$2.0 million
to Stagecoach Gas,
$1.2 million
to Tres Palacios,
$3.8 million
to Crestwood Permian and
$0.5 million
to Jackalope. During the
three months ended
March 31, 2018
, we charged
$2.1 million
to Stagecoach Gas,
$1.1 million
to Tres Palacios,
$3.4 million
to Crestwood Permian and
$0.1 million
to Jackalope.
|
(3)
|
Includes
$11.9 million
and
$6.4 million
of net unit-based compensation charges allocated from CEQP to CMLP for the
three months ended
March 31, 2019
and
2018
. In addition, includes
$0.9 million
and
$0.8 million
of CMLP’s general and administrative costs allocated to CEQP during the
three months ended
March 31, 2019
and
2018
.
|
(4)
|
Includes
$5.4 million
and
$0.8 million
unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the
three months ended
March 31, 2019
and
2018
.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Accounts receivable at CEQP and CMLP
|
$
|
4.9
|
|
|
$
|
4.1
|
|
Accounts payable at CEQP
|
$
|
17.4
|
|
|
$
|
16.1
|
|
Accounts payable at CMLP
|
$
|
14.9
|
|
|
$
|
13.6
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
14.1
|
|
|
$
|
34.1
|
|
Add:
|
|
|
|
||||
Interest and debt expense, net
|
24.9
|
|
|
24.4
|
|
||
Depreciation, amortization and accretion
|
39.8
|
|
|
45.1
|
|
||
EBITDA
|
$
|
78.8
|
|
|
$
|
103.6
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
11.6
|
|
|
$
|
32.4
|
|
Add:
|
|
|
|
||||
Interest and debt expense, net
|
24.9
|
|
|
24.4
|
|
||
Depreciation, amortization and accretion
|
43.4
|
|
|
47.8
|
|
||
EBITDA
|
$
|
79.9
|
|
|
$
|
104.6
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
182.3
|
|
|
$
|
7.8
|
|
|
$
|
645.1
|
|
|
$
|
—
|
|
|
$
|
835.2
|
|
Intersegment revenues
|
52.8
|
|
|
3.6
|
|
|
(56.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
138.0
|
|
|
—
|
|
|
557.6
|
|
|
—
|
|
|
695.6
|
|
|||||
Operations and maintenance expense
|
18.1
|
|
|
1.0
|
|
|
9.5
|
|
|
—
|
|
|
28.6
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
37.2
|
|
|
37.2
|
|
|||||
Loss on long-lived assets, net
|
(1.8
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
Earnings (loss) from unconsolidated affiliates, net
|
(0.2
|
)
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||
EBITDA
|
$
|
77.0
|
|
|
$
|
17.5
|
|
|
$
|
21.4
|
|
|
$
|
(37.1
|
)
|
|
$
|
78.8
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
Total assets
|
$
|
2,687.9
|
|
|
$
|
1,007.2
|
|
|
$
|
612.2
|
|
|
$
|
39.1
|
|
|
$
|
4,346.4
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
340.3
|
|
|
$
|
4.2
|
|
|
$
|
770.5
|
|
|
$
|
—
|
|
|
$
|
1,115.0
|
|
Intersegment revenues
|
41.3
|
|
|
2.0
|
|
|
(43.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
287.7
|
|
|
0.1
|
|
|
678.0
|
|
|
—
|
|
|
965.8
|
|
|||||
Operations and maintenance expense
|
17.7
|
|
|
0.8
|
|
|
16.0
|
|
|
—
|
|
|
34.5
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
23.9
|
|
|
23.9
|
|
|||||
Gain on long-lived assets
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|||||
Earnings from unconsolidated affiliates, net
|
5.7
|
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
|||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||
EBITDA
|
$
|
82.0
|
|
|
$
|
12.0
|
|
|
$
|
33.4
|
|
|
$
|
(23.8
|
)
|
|
$
|
103.6
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
182.3
|
|
|
$
|
7.8
|
|
|
$
|
645.1
|
|
|
$
|
—
|
|
|
$
|
835.2
|
|
Intersegment revenues
|
52.8
|
|
|
3.6
|
|
|
(56.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
138.0
|
|
|
—
|
|
|
557.6
|
|
|
—
|
|
|
695.6
|
|
|||||
Operations and maintenance expense
|
18.1
|
|
|
1.0
|
|
|
9.5
|
|
|
—
|
|
|
28.6
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
36.0
|
|
|
36.0
|
|
|||||
Loss on long-lived assets, net
|
(1.8
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
Earnings (loss) from unconsolidated affiliates, net
|
(0.2
|
)
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|||||
EBITDA
|
$
|
77.0
|
|
|
$
|
17.5
|
|
|
$
|
21.4
|
|
|
$
|
(36.0
|
)
|
|
$
|
79.9
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
Total assets
|
$
|
2,857.9
|
|
|
$
|
1,007.2
|
|
|
$
|
612.2
|
|
|
$
|
33.8
|
|
|
$
|
4,511.1
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
Revenues
|
$
|
340.3
|
|
|
$
|
4.2
|
|
|
$
|
770.5
|
|
|
$
|
—
|
|
|
$
|
1,115.0
|
|
Intersegment revenues
|
41.3
|
|
|
2.0
|
|
|
(43.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Costs of product/services sold
|
287.7
|
|
|
0.1
|
|
|
678.0
|
|
|
—
|
|
|
965.8
|
|
|||||
Operations and maintenance expense
|
17.7
|
|
|
0.8
|
|
|
16.0
|
|
|
—
|
|
|
34.5
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|
22.8
|
|
|||||
Gain on long-lived assets
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|||||
Earnings from unconsolidated affiliates, net
|
5.7
|
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
|||||
EBITDA
|
$
|
82.0
|
|
|
$
|
12.0
|
|
|
$
|
33.4
|
|
|
$
|
(22.8
|
)
|
|
$
|
104.6
|
|
|
|
Balance at
March 31, 2019
|
|
Balance at December 31, 2018
|
||||
Contract Assets (Non-current)
|
|
$
|
0.9
|
|
|
$
|
1.0
|
|
Contract Liabilities (Current)
(1)
|
|
$
|
12.0
|
|
|
$
|
12.0
|
|
Contract Liabilities (Non-current)
(1)
|
|
$
|
71.5
|
|
|
$
|
65.4
|
|
(1)
|
During the
three months ended
March 31, 2019
, we recognized revenues of approximately
$2.8 million
that were previously included in contract liabilities (current) at
December 31, 2018
. The remaining change in our contract liabilities during the
three months ended
March 31, 2019
, primarily related to capital reimbursements associated with our revenue contracts and revenue deferrals associated with our contracts with increasing (decreasing) rates.
|
Remainder of 2019
|
$
|
21.4
|
|
2020
|
23.2
|
|
|
2021
|
9.4
|
|
|
2022
|
7.3
|
|
|
2023
|
7.3
|
|
|
Thereafter
|
3.3
|
|
|
Total
|
$
|
71.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
$
|
30.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.2
|
|
Crude oil
|
15.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.3
|
|
|||||
Water
|
16.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.8
|
|
|||||
Processing
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||
Compression
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||
Storage
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
0.5
|
|
|
1.4
|
|
|
—
|
|
|
(0.7
|
)
|
|
1.2
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||
Pipeline
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
—
|
|
|
1.7
|
|
|
—
|
|
|
(0.7
|
)
|
|
1.0
|
|
|||||
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
3.0
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Rail Loading
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
—
|
|
|
7.2
|
|
|
—
|
|
|
(1.4
|
)
|
|
5.8
|
|
|||||
Product Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
18.8
|
|
|
—
|
|
|
22.3
|
|
|
(6.6
|
)
|
|
34.5
|
|
|||||
Crude oil
|
131.6
|
|
|
—
|
|
|
290.1
|
|
|
(43.3
|
)
|
|
378.4
|
|
|||||
NGLs
|
11.9
|
|
|
—
|
|
|
221.5
|
|
|
(2.8
|
)
|
|
230.6
|
|
|||||
Other
|
—
|
|
|
1.1
|
|
|
—
|
|
|
(0.9
|
)
|
|
0.2
|
|
|||||
Total Topic 606 revenues
|
235.1
|
|
|
11.4
|
|
|
540.8
|
|
|
(56.4
|
)
|
|
730.9
|
|
|||||
Non-Topic 606 revenues
(1)
|
—
|
|
|
—
|
|
|
104.3
|
|
|
—
|
|
|
104.3
|
|
|||||
Total revenues
|
$
|
235.1
|
|
|
$
|
11.4
|
|
|
$
|
645.1
|
|
|
$
|
(56.4
|
)
|
|
$
|
835.2
|
|
(1)
|
Represents revenues primarily related to our commodity-based derivatives. See
Note 5
for additional information related to our price risk management activities.
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
$
|
35.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35.4
|
|
Crude oil
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|||||
Water
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|||||
Processing
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Compression
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|||||
Storage
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
0.5
|
|
|
0.6
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.9
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|||||
Pipeline
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
—
|
|
|
1.2
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.7
|
|
|||||
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
0.6
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.8
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
9.7
|
|
|||||
Water
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Rail Loading
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil
|
—
|
|
|
4.0
|
|
|
—
|
|
|
(1.0
|
)
|
|
3.0
|
|
|||||
NGLs
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||||
Product Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
13.4
|
|
|
—
|
|
|
7.8
|
|
|
(3.9
|
)
|
|
17.3
|
|
|||||
Crude oil
|
279.9
|
|
|
—
|
|
|
190.6
|
|
|
(32.3
|
)
|
|
438.2
|
|
|||||
NGLs
|
20.2
|
|
|
—
|
|
|
457.2
|
|
|
(5.1
|
)
|
|
472.3
|
|
|||||
Other
|
—
|
|
|
0.4
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.1
|
|
|||||
Total Topic 606 revenues
|
381.6
|
|
|
6.2
|
|
|
672.7
|
|
|
(43.3
|
)
|
|
1,017.2
|
|
|||||
Non-Topic 606 revenues
|
—
|
|
|
—
|
|
|
97.8
|
|
|
—
|
|
|
97.8
|
|
|||||
Total revenues
|
$
|
381.6
|
|
|
$
|
6.2
|
|
|
$
|
770.5
|
|
|
$
|
(43.3
|
)
|
|
$
|
1,115.0
|
|
(1)
|
Represents revenues related to our commodity-based derivatives. See
Note 5
for additional information related to our price risk management activities.
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
March 31, 2019
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
(unaudited)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Restricted cash
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Accounts receivable
|
—
|
|
|
250.3
|
|
|
5.9
|
|
|
(1.3
|
)
|
|
254.9
|
|
|||||
Inventory
|
—
|
|
|
42.0
|
|
|
—
|
|
|
—
|
|
|
42.0
|
|
|||||
Other current assets
|
—
|
|
|
26.7
|
|
|
—
|
|
|
—
|
|
|
26.7
|
|
|||||
Total current assets
|
1.5
|
|
|
319.0
|
|
|
5.9
|
|
|
(1.3
|
)
|
|
325.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
—
|
|
|
2,234.0
|
|
|
—
|
|
|
—
|
|
|
2,234.0
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
|
682.0
|
|
|
—
|
|
|
—
|
|
|
682.0
|
|
|||||
Operating lease right-of-use assets, net
|
—
|
|
|
61.6
|
|
|
—
|
|
|
—
|
|
|
61.6
|
|
|||||
Investment in consolidated affiliates
|
3,794.6
|
|
|
—
|
|
|
—
|
|
|
(3,794.6
|
)
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,206.4
|
|
|
—
|
|
|
1,206.4
|
|
|||||
Other non-current assets
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
Total assets
|
$
|
3,796.1
|
|
|
$
|
3,298.6
|
|
|
$
|
1,212.3
|
|
|
$
|
(3,795.9
|
)
|
|
$
|
4,511.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
1.3
|
|
|
$
|
222.0
|
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
222.0
|
|
Other current liabilities
|
38.4
|
|
|
88.3
|
|
|
1.2
|
|
|
—
|
|
|
127.9
|
|
|||||
Total current liabilities
|
39.7
|
|
|
310.3
|
|
|
1.2
|
|
|
(1.3
|
)
|
|
349.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current portion
|
1,768.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,768.4
|
|
|||||
Other long-term liabilities
|
—
|
|
|
165.2
|
|
|
57.0
|
|
|
—
|
|
|
222.2
|
|
|||||
Deferred income taxes
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest of non-controlling partners in subsidiary
|
—
|
|
|
—
|
|
|
182.0
|
|
|
—
|
|
|
182.0
|
|
|||||
Partners’ capital
|
1,988.0
|
|
|
2,822.5
|
|
|
972.1
|
|
|
(3,794.6
|
)
|
|
1,988.0
|
|
|||||
Total partners’ capital
|
1,988.0
|
|
|
2,822.5
|
|
|
1,154.1
|
|
|
(3,794.6
|
)
|
|
2,170.0
|
|
|||||
Total liabilities and partners’ capital
|
$
|
3,796.1
|
|
|
$
|
3,298.6
|
|
|
$
|
1,212.3
|
|
|
$
|
(3,795.9
|
)
|
|
$
|
4,511.1
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Restricted cash
|
16.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
|||||
Accounts receivable
|
—
|
|
|
246.3
|
|
|
19.9
|
|
|
(16.3
|
)
|
|
249.9
|
|
|||||
Inventory
|
—
|
|
|
64.6
|
|
|
—
|
|
|
—
|
|
|
64.6
|
|
|||||
Other current assets
|
—
|
|
|
46.0
|
|
|
—
|
|
|
—
|
|
|
46.0
|
|
|||||
Total current assets
|
16.5
|
|
|
356.9
|
|
|
19.9
|
|
|
(16.3
|
)
|
|
377.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
—
|
|
|
2,202.3
|
|
|
—
|
|
|
—
|
|
|
2,202.3
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
|
692.4
|
|
|
—
|
|
|
—
|
|
|
692.4
|
|
|||||
Investment in consolidated affiliates
|
3,800.4
|
|
|
—
|
|
|
—
|
|
|
(3,800.4
|
)
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,188.2
|
|
|
—
|
|
|
1,188.2
|
|
|||||
Other non-current assets
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||
Total assets
|
$
|
3,816.9
|
|
|
$
|
3,253.7
|
|
|
$
|
1,208.1
|
|
|
$
|
(3,816.7
|
)
|
|
$
|
4,462.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and partners’ capital
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
16.3
|
|
|
$
|
210.5
|
|
|
$
|
—
|
|
|
$
|
(16.3
|
)
|
|
$
|
210.5
|
|
Other current liabilities
|
20.0
|
|
|
81.8
|
|
|
16.2
|
|
|
—
|
|
|
118.0
|
|
|||||
Total current liabilities
|
36.3
|
|
|
292.3
|
|
|
16.2
|
|
|
(16.3
|
)
|
|
328.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current portion
|
1,752.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,752.4
|
|
|||||
Other long-term liabilities
|
—
|
|
|
114.0
|
|
|
57.0
|
|
|
—
|
|
|
171.0
|
|
|||||
Deferred income taxes
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest of non-controlling partners in subsidiary
|
—
|
|
|
—
|
|
|
181.3
|
|
|
—
|
|
|
181.3
|
|
|||||
Partners’ capital
|
2,028.2
|
|
|
2,846.8
|
|
|
953.6
|
|
|
(3,800.4
|
)
|
|
2,028.2
|
|
|||||
Total partners’ capital
|
2,028.2
|
|
|
2,846.8
|
|
|
1,134.9
|
|
|
(3,800.4
|
)
|
|
2,209.5
|
|
|||||
Total liabilities and partners’ capital
|
$
|
3,816.9
|
|
|
$
|
3,253.7
|
|
|
$
|
1,208.1
|
|
|
$
|
(3,816.7
|
)
|
|
$
|
4,462.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
Three Months Ended March 31, 2019
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
(unaudited)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
835.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
835.2
|
|
Costs of product/services sold
|
—
|
|
|
695.6
|
|
|
—
|
|
|
—
|
|
|
695.6
|
|
|||||
Operating expenses and other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance
|
—
|
|
|
28.6
|
|
|
—
|
|
|
—
|
|
|
28.6
|
|
|||||
General and administrative
|
18.7
|
|
|
17.3
|
|
|
—
|
|
|
—
|
|
|
36.0
|
|
|||||
Depreciation, amortization and accretion
|
—
|
|
|
43.4
|
|
|
—
|
|
|
—
|
|
|
43.4
|
|
|||||
Loss on long-lived assets, net
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
|
18.7
|
|
|
91.3
|
|
|
—
|
|
|
—
|
|
|
110.0
|
|
|||||
Operating income (loss)
|
(18.7
|
)
|
|
48.3
|
|
|
—
|
|
|
—
|
|
|
29.6
|
|
|||||
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
6.9
|
|
|||||
Interest and debt expense, net
|
(24.7
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(24.9
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
51.0
|
|
|
—
|
|
|
—
|
|
|
(51.0
|
)
|
|
—
|
|
|||||
Net income (loss)
|
7.6
|
|
|
48.1
|
|
|
6.9
|
|
|
(51.0
|
)
|
|
11.6
|
|
|||||
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
7.6
|
|
|
$
|
48.1
|
|
|
$
|
2.9
|
|
|
$
|
(51.0
|
)
|
|
$
|
7.6
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
Three Months Ended March 31, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
(unaudited)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,115.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,115.0
|
|
Costs of product/services sold
|
—
|
|
|
965.8
|
|
|
—
|
|
|
—
|
|
|
965.8
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance
|
—
|
|
|
34.5
|
|
|
—
|
|
|
—
|
|
|
34.5
|
|
|||||
General and administrative
|
15.6
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|||||
Depreciation, amortization and accretion
|
—
|
|
|
47.8
|
|
|
—
|
|
|
—
|
|
|
47.8
|
|
|||||
Gain on long-lived assets, net
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
|
15.6
|
|
|
89.2
|
|
|
—
|
|
|
—
|
|
|
104.8
|
|
|||||
Operating income (loss)
|
(15.6
|
)
|
|
60.0
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|||||
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|||||
Interest and debt expense, net
|
(24.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
68.4
|
|
|
—
|
|
|
—
|
|
|
(68.4
|
)
|
|
—
|
|
|||||
Net income (loss)
|
28.4
|
|
|
60.0
|
|
|
12.4
|
|
|
(68.4
|
)
|
|
32.4
|
|
|||||
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
28.4
|
|
|
$
|
60.0
|
|
|
$
|
8.4
|
|
|
$
|
(68.4
|
)
|
|
$
|
28.4
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
Three Months Ended March 31, 2019
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
(unaudited)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities
|
$
|
(38.6
|
)
|
|
$
|
160.3
|
|
|
$
|
9.2
|
|
|
$
|
—
|
|
|
$
|
130.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
(68.5
|
)
|
|
—
|
|
|
—
|
|
|
(68.5
|
)
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(38.2
|
)
|
|
—
|
|
|
(38.2
|
)
|
|||||
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
16.7
|
|
|||||
Capital contributions to consolidated affiliates
|
(15.6
|
)
|
|
—
|
|
|
—
|
|
|
15.6
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(15.6
|
)
|
|
(69.5
|
)
|
|
(21.5
|
)
|
|
15.6
|
|
|
(91.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of long-term debt
|
298.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
298.9
|
|
|||||
Payments on long-term debt
|
(284.0
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(284.4
|
)
|
|||||
Payments on finance leases
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Payments for debt-related deferred costs
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Distributions to partners
|
(57.8
|
)
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(61.1
|
)
|
|||||
Contributions from parent
|
—
|
|
|
—
|
|
|
15.6
|
|
|
(15.6
|
)
|
|
—
|
|
|||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(7.0
|
)
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|||||
Change in intercompany balances
|
82.3
|
|
|
(82.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
39.2
|
|
|
(90.8
|
)
|
|
12.3
|
|
|
(15.6
|
)
|
|
(54.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and restricted cash
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|||||
Cash and restricted cash at beginning of period
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|||||
Cash and restricted cash at end of period
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
Three Months Ended March 31, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
(unaudited)
|
|||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
$
|
(19.6
|
)
|
|
$
|
158.5
|
|
|
$
|
12.5
|
|
|
$
|
—
|
|
|
$
|
151.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(1.2
|
)
|
|
(64.1
|
)
|
|
—
|
|
|
—
|
|
|
(65.3
|
)
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
11.5
|
|
|||||
Capital distributions from consolidated affiliates
|
23.9
|
|
|
—
|
|
|
—
|
|
|
(23.9
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|||||
Net cash provided by (used in) investing activities
|
22.7
|
|
|
(62.9
|
)
|
|
11.4
|
|
|
(23.9
|
)
|
|
(52.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of long-term debt
|
399.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
399.8
|
|
|||||
Payments on long-term debt
|
(425.0
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(425.4
|
)
|
|||||
Payments on capital leases
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Distributions to partners
|
(60.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.5
|
)
|
|||||
Distributions to parent
|
—
|
|
|
—
|
|
|
(23.9
|
)
|
|
23.9
|
|
|
—
|
|
|||||
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|||||
Change in intercompany balances
|
88.6
|
|
|
(88.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
2.9
|
|
|
(95.6
|
)
|
|
(23.9
|
)
|
|
23.9
|
|
|
(92.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and restricted cash
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||
Cash and restricted cash at beginning of period
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Cash and restricted cash at end of period
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
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
|
|
Three Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
835.2
|
|
|
$
|
1,115.0
|
|
|
$
|
835.2
|
|
|
$
|
1,115.0
|
|
Costs of product/services sold
|
695.6
|
|
|
965.8
|
|
|
695.6
|
|
|
965.8
|
|
||||
Operations and maintenance expense
|
28.6
|
|
|
34.5
|
|
|
28.6
|
|
|
34.5
|
|
||||
General and administrative expense
|
37.2
|
|
|
23.9
|
|
|
36.0
|
|
|
22.8
|
|
||||
Depreciation, amortization and accretion
|
39.8
|
|
|
45.1
|
|
|
43.4
|
|
|
47.8
|
|
||||
Gain (loss) on long-lived assets, net
|
(2.0
|
)
|
|
0.3
|
|
|
(2.0
|
)
|
|
0.3
|
|
||||
Operating income
|
32.0
|
|
|
46.0
|
|
|
29.6
|
|
|
44.4
|
|
||||
Earnings from unconsolidated affiliates, net
|
6.9
|
|
|
12.4
|
|
|
6.9
|
|
|
12.4
|
|
||||
Interest and debt expense, net
|
(24.9
|
)
|
|
(24.4
|
)
|
|
(24.9
|
)
|
|
(24.4
|
)
|
||||
Other income, net
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
14.1
|
|
|
34.1
|
|
|
11.6
|
|
|
32.4
|
|
||||
Add:
|
|
|
|
|
|
|
|
||||||||
Interest and debt expense, net
|
24.9
|
|
|
24.4
|
|
|
24.9
|
|
|
24.4
|
|
||||
Depreciation, amortization and accretion
|
39.8
|
|
|
45.1
|
|
|
43.4
|
|
|
47.8
|
|
||||
EBITDA
|
78.8
|
|
|
103.6
|
|
|
79.9
|
|
|
104.6
|
|
||||
Unit-based compensation charges
|
17.3
|
|
|
7.2
|
|
|
17.3
|
|
|
7.2
|
|
||||
(Gain) loss on long-lived assets, net
|
2.0
|
|
|
(0.3
|
)
|
|
2.0
|
|
|
(0.3
|
)
|
||||
Earnings from unconsolidated affiliates, net
|
(6.9
|
)
|
|
(12.4
|
)
|
|
(6.9
|
)
|
|
(12.4
|
)
|
||||
Adjusted EBITDA from unconsolidated affiliates, net
|
19.6
|
|
|
22.1
|
|
|
19.6
|
|
|
22.1
|
|
||||
Change in fair value of commodity inventory-related derivative contracts
|
1.1
|
|
|
(20.2
|
)
|
|
1.1
|
|
|
(20.2
|
)
|
||||
Significant transaction and environmental related costs and other items
|
3.4
|
|
|
1.7
|
|
|
3.4
|
|
|
1.7
|
|
||||
Adjusted EBITDA
|
$
|
115.3
|
|
|
$
|
101.7
|
|
|
$
|
116.4
|
|
|
$
|
102.7
|
|
|
Crestwood Equity
|
|
Crestwood Midstream
|
||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net cash provided by operating activities
|
$
|
130.9
|
|
|
$
|
148.7
|
|
|
$
|
130.9
|
|
|
$
|
151.4
|
|
Net changes in operating assets and liabilities
|
(52.8
|
)
|
|
(61.5
|
)
|
|
(51.9
|
)
|
|
(63.1
|
)
|
||||
Amortization of debt-related deferred costs
|
(1.4
|
)
|
|
(1.8
|
)
|
|
(1.4
|
)
|
|
(1.8
|
)
|
||||
Interest and debt expense, net
|
24.9
|
|
|
24.4
|
|
|
24.9
|
|
|
24.4
|
|
||||
Unit-based compensation charges
|
(17.3
|
)
|
|
(7.2
|
)
|
|
(17.3
|
)
|
|
(7.2
|
)
|
||||
Gain (loss) on long-lived assets, net
|
(2.0
|
)
|
|
0.3
|
|
|
(2.0
|
)
|
|
0.3
|
|
||||
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
(3.3
|
)
|
|
0.6
|
|
|
(3.3
|
)
|
|
0.6
|
|
||||
Deferred income taxes
|
(0.2
|
)
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
||||
Other non-cash income
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
EBITDA
|
78.8
|
|
|
103.6
|
|
|
79.9
|
|
|
104.6
|
|
||||
Unit-based compensation charges
|
17.3
|
|
|
7.2
|
|
|
17.3
|
|
|
7.2
|
|
||||
(Gain) loss on long-lived assets, net
|
2.0
|
|
|
(0.3
|
)
|
|
2.0
|
|
|
(0.3
|
)
|
||||
Earnings from unconsolidated affiliates, net
|
(6.9
|
)
|
|
(12.4
|
)
|
|
(6.9
|
)
|
|
(12.4
|
)
|
||||
Adjusted EBITDA from unconsolidated affiliates, net
|
19.6
|
|
|
22.1
|
|
|
19.6
|
|
|
22.1
|
|
||||
Change in fair value of commodity inventory-related derivative contracts
|
1.1
|
|
|
(20.2
|
)
|
|
1.1
|
|
|
(20.2
|
)
|
||||
Significant transaction and environmental related costs and other items
|
3.4
|
|
|
1.7
|
|
|
3.4
|
|
|
1.7
|
|
||||
Adjusted EBITDA
|
$
|
115.3
|
|
|
$
|
101.7
|
|
|
$
|
116.4
|
|
|
$
|
102.7
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
Revenues
|
$
|
182.3
|
|
|
$
|
7.8
|
|
|
$
|
645.1
|
|
|
$
|
340.3
|
|
|
$
|
4.2
|
|
|
$
|
770.5
|
|
Intersegment revenues
|
52.8
|
|
|
3.6
|
|
|
(56.4
|
)
|
|
41.3
|
|
|
2.0
|
|
|
(43.3
|
)
|
||||||
Costs of product/services sold
|
138.0
|
|
|
—
|
|
|
557.6
|
|
|
287.7
|
|
|
0.1
|
|
|
678.0
|
|
||||||
Operations and maintenance expenses
|
18.1
|
|
|
1.0
|
|
|
9.5
|
|
|
17.7
|
|
|
0.8
|
|
|
16.0
|
|
||||||
Gain (loss) on long-lived assets, net
|
(1.8
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
||||||
Earnings (loss) from unconsolidated affiliates, net
|
(0.2
|
)
|
|
7.1
|
|
|
—
|
|
|
5.7
|
|
|
6.7
|
|
|
—
|
|
||||||
EBITDA
|
$
|
77.0
|
|
|
$
|
17.5
|
|
|
$
|
21.4
|
|
|
$
|
82.0
|
|
|
$
|
12.0
|
|
|
$
|
33.4
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Credit facility
|
$
|
7.9
|
|
|
$
|
5.0
|
|
Senior notes
|
18.1
|
|
|
18.1
|
|
||
Other debt-related costs
|
1.6
|
|
|
1.8
|
|
||
Gross interest and debt expense
|
27.6
|
|
|
24.9
|
|
||
Less: capitalized interest
|
2.7
|
|
|
0.5
|
|
||
Interest and debt expense, net
|
$
|
24.9
|
|
|
$
|
24.4
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
130.9
|
|
|
$
|
148.7
|
|
Net cash used in investing activities
|
$
|
(91.0
|
)
|
|
$
|
(52.7
|
)
|
Net cash used in financing activities
|
$
|
(55.3
|
)
|
|
$
|
(90.0
|
)
|
•
|
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
|
$
|
60.0
|
|
Maintenance capital
|
1.4
|
|
|
Other
(1)
|
7.1
|
|
|
Purchases of property, plant and equipment
|
$
|
68.5
|
|
•
|
During the three months ended March 31, 2019, we distributed approximately $3.3 million to our non-controlling partner.
|
•
|
During the three months ended March 31, 2019, our debt-related transactions resulted in net borrowings of approximately $14.3 million compared to net repayments of approximately $25.6 million during the same period in 2018.
|
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
|
|
|
|
|
|
2.2
|
|
|
|
|
|
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
|
|
|
|
|
|
*10.1
|
|
|
|
|
|
*10.2
|
|
|
|
|
|
*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:
|
May 2, 2019
|
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:
|
May 2, 2019
|
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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