NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1
– Organization and Business Description
The accompanying notes to the consolidated financial statements apply to Crestwood Equity Partners LP and Crestwood Midstream Partners LP, unless otherwise indicated. References in this report to “we,” “us,” “our,” “ours,” “our company,” the “partnership,” the “Company,” "Crestwood Equity," “CEQP,” and similar terms refer to either Crestwood Equity Partners LP itself or Crestwood Equity Partners LP and its consolidated subsidiaries, as the context requires. Unless otherwise indicated, references to "Crestwood Midstream" and "CMLP" refer to Crestwood Midstream Partners LP and its consolidated subsidiaries.
The accompanying consolidated financial statements and related notes should be read in conjunction with our
2015
Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 29, 2016. The financial information as of
September 30, 2016
, and for the
three and nine months ended
September 30, 2016
and
2015
, is unaudited. The consolidated balance sheets as of
December 31, 2015
, were derived from the audited balance sheets filed in our
2015
Annual Report on Form 10-K.
Organization
Crestwood Equity is a publicly-traded (NYSE: CEQP) Delaware limited partnership that develops, acquires, owns or controls, and operates primarily fee-based assets and operations within the energy midstream sector. We provide broad-ranging infrastructure solutions across the value chain to service premier liquids-rich natural gas and crude oil shale plays across the United States. We own and operate a diversified portfolio of crude oil and natural gas gathering, processing, storage and transportation assets and connect fundamental energy supply with energy demand across North America. Crestwood Equity is a holding company and all of its consolidated operating assets are owned by or through its wholly-owned subsidiary, Crestwood Midstream, a Delaware limited partnership.
Note 2
– Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of all consolidated subsidiaries after the elimination of all intercompany accounts and transactions. In management’s opinion, all necessary adjustments to fairly present our results of operations, financial position and cash flows for the periods presented have been made and all such adjustments are of a normal and recurring nature. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC.
Significant Accounting Policies
There were no material changes in our significant accounting policies from those described in our
2015
Annual Report on Form 10-K. Below is an update of certain of our accounting policies.
Principles of Consolidation
We consolidate entities when we have the ability to control or direct the operating and financial decisions of the entity or when we have a significant interest in the entity that give us the ability to direct the activities that are significant to that entity. The determination to consolidate or apply the equity method of accounting to an entity can also require us to evaluate whether the entity is considered a variable interest entity. This evaluation, along with the determination of our ability to control, direct or exert significant influence over an entity involves the use of judgment. We apply the equity method of accounting where we can exert significant influence over, but do not control or direct the policies, decisions or activities of an entity. We use the cost method of accounting where we are unable to exert significant influence over the entity.
In April 2016, our wholly-owned subsidiary, Crestwood Pipeline and Storage Northeast LLC (Crestwood Northeast) and Con Edison Gas Pipeline and Storage Northeast, LLC (CEGP), a wholly-owned subsidiary of Consolidated Edison, Inc. (Con Edison), entered into a definitive agreement to form a joint venture, Stagecoach Gas Services LLC (Stagecoach Gas), to own
and further develop our existing natural gas pipeline and storage business located in southern New York and northern Pennsylvania (the NE S&T assets) and our
37.5
mile intrastate natural gas pipeline located in New York which is owned by Crestwood Pipeline East LLC (Pipeline East). On June 3, 2016, we contributed to Stagecoach Gas the entities owning the NE S&T assets, CEGP contributed
$945 million
to Stagecoach Gas in exchange for a
50%
equity interest in Stagecoach Gas, and Stagecoach Gas distributed to Crestwood Northeast the net cash proceeds received from CEGP. Our NE S&T assets were previously included in our storage and transportation segment.
Effective June 3, 2016, we deconsolidated the NE S&T assets as a result of the contribution of these assets to Stagecoach Gas as described above and began accounting for our
50%
equity interest in Stagecoach Gas under the equity method of accounting and recorded our Pipeline East assets as assets held for sale as of June 30, 2016. See Notes 3 and 4 for a further discussion of our investment in Stagecoach Gas and our assets held for sale. The deconsolidation of our NE S&T assets resulted in a decrease of
$1,094.6 million
in property, plant and equipment, net,
$8.5 million
of intangible assets, net and
$10.9 million
of other assets and liabilities, net as of June 3, 2016. For a discussion of decreases in goodwill associated with the joint venture transactions, see "
Goodwill
" below.
Property, Plant and Equipment
Property, plant and equipment is recorded at its original cost of construction or, upon acquisition, at the fair value of the assets acquired. The accounting predecessor of Crestwood Equity acquired the accounting predecessor of Crestwood Midstream in October 2010, and accordingly recorded its acquisition of Crestwood Midstream's property, plant and equipment related to its gathering and processing assets in the Barnett Shale at fair value on that date. The resulting increase to Crestwood Midstream's property, plant and equipment was not pushed down by Crestwood Equity to Crestwood Midstream's balance sheet, as permitted by GAAP.
We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the amount of an asset may not be recoverable. If such events or changes in circumstances are present, a loss is recognized if the carrying value of the asset is in excess of the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. During the fourth quarter of 2015, Crestwood Equity recorded a
$354.4 million
impairment of its property, plant and equipment related to its gathering and processing assets in the Barnett Shale. Crestwood Midstream did not record an impairment of its property, plant and equipment related to its gathering and processing assets in the Barnett Shale as the sum of the undiscounted cash flows expected to result from the use of the assets and their eventual disposition exceeded the carrying value of the property, plant and equipment by over
30%
. As a result, Crestwood Midstream's property, plant and equipment exceeds Crestwood Equity's property, plant and equipment related to its gathering and processing assets in the Barnett Shale as of
September 30, 2016
and December 31, 2015.
Assets Held for Sale
We classify assets (or groups of assets) to be disposed of as held for sale when specific criteria have been met. Assets classified as held for sale are recorded at the lower of the carrying value or the estimated fair value less cost to sell of those assets. We cease depreciation and amortization of the assets in the period they are considered held for sale.
Goodwill
Our goodwill represents the excess of the amount we paid for a business over the fair value of the net identifiable assets acquired. We evaluate goodwill for impairment annually on December 31, and whenever events indicate that it is more likely than not that the fair value of a reporting unit could be less than its carrying amount. This evaluation requires us to compare the fair value of each of our reporting units to its carrying value (including goodwill). If the fair value exceeds the carrying amount, goodwill of the reporting unit is not considered impaired.
We estimate the fair value of our reporting units based on a number of factors, including discount rates, projected cash flows, and the potential value we would receive if we sold the reporting unit. We also compare the total fair value of our reporting units to our overall enterprise value, which considers the market value for our common and preferred units. Estimating projected cash flows requires us to make certain assumptions as it relates to the future operating performance of each of our reporting units (which includes assumptions, among others, about estimating future operating margins and related future growth in those margins, contracting efforts and the cost and timing of facility expansions) and assumptions related to our customers, such as their future capital and operating plans and their financial condition. When considering operating performance, various factors are considered such as current and changing economic conditions and the commodity price environment, among others. Due to the imprecise nature of these projections and assumptions, actual results can and often do, differ from our estimates. If
the assumptions embodied in the projections prove inaccurate, we could incur a future impairment charge. In addition, the use of the income approach to determine the fair value of our reporting units (see further discussion of the use of the income approach below) could result in a different fair value if we had utilized a market approach, or a combination thereof.
We acquired substantially all of our reporting units in 2013, 2012 and 2011, which required us to record the assets, liabilities and goodwill of each of those reporting units at fair value on the date they were acquired. As a result, any level of decrease in the forecasted cash flows of these businesses or increases in the discount rates utilized to value those businesses from their respective acquisition dates would likely result in the fair value of the reporting unit falling below the carrying value of the reporting unit, and could result in an assessment of whether that reporting unit's goodwill is impaired.
Commodity prices have declined since 2014, and that decline has adversely impacted forecasted cash flows, discount rates and stock/unit prices for most companies in the midstream industry, including us. In particular, due to the significant, sustained decrease in the market price of our common units during the first quarter of 2016, we evaluated the carrying value of our reporting units and determined it was more likely than not that the goodwill associated with several of our reporting units was impaired as of March 31, 2016. As a result of further analysis of the fair value of our reporting units, we recorded goodwill impairments on several of our reporting units during the first quarter of 2016. Since March 31, 2016, the market price of our common units improved and, as such, we did not record any additional goodwill impairments during the second and third quarters of 2016.
The following table summarizes the goodwill of our various reporting units at
September 30, 2016
(in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill at December 31, 2015
|
|
Goodwill Impairments during the
Three Months Ended
March 31,
2016
|
|
Impact of Deconsolidation of NE S&T Assets during the Three Months Ended
June 30,
2016
|
|
Goodwill at September 30, 2016
|
Gathering and Processing
|
|
|
|
|
|
|
|
|
Marcellus
|
|
$
|
8.6
|
|
|
$
|
8.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Arrow
|
|
45.9
|
|
|
—
|
|
|
—
|
|
|
45.9
|
|
Storage and Transportation
|
|
|
|
|
|
|
|
|
Northeast Storage and Transportation
|
|
726.3
|
|
|
—
|
|
|
726.3
|
|
|
—
|
|
COLT
|
|
44.9
|
|
|
13.7
|
|
|
—
|
|
|
31.2
|
|
Marketing, Supply and Logistics
|
|
|
|
|
|
|
|
|
Supply and Logistics
|
|
167.2
|
|
|
65.5
|
|
|
—
|
|
|
101.7
|
|
Storage and Terminals
|
|
50.5
|
|
|
14.1
|
|
|
—
|
|
|
36.4
|
|
US Salt
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
12.6
|
|
Trucking
|
|
29.5
|
|
|
7.8
|
|
|
—
|
|
|
21.7
|
|
Total
|
|
$
|
1,085.5
|
|
|
$
|
109.7
|
|
|
$
|
726.3
|
|
|
$
|
249.5
|
|
The goodwill impairments recorded during the first quarter of 2016 primarily resulted from increasing the discount rates utilized in determining the fair value of the reporting units for certain of those reporting units considering the significant, sustained decrease in the market price of our common units and the continued decrease in commodity prices and its impact on the midstream industry and our customers. Our COLT, Supply and Logistics, Storage and Terminals and Trucking reporting units also experienced impairments during 2015 based on the impact that the prolonged low commodity price environment was expected to have on the demand for future services provided by these operations. Despite increases in the operating results of these reporting units from 2013 to 2015, we revised our cash flow forecasts for these operations at December 31, 2015 in light of our view at the time that these operations would not grow as fast or as significantly in the future as originally forecasted in 2013 when the assets were acquired.
The remaining goodwill related to these reporting units represented the fair value of the goodwill, which is a Level 3 fair value measurement. We utilized the income approach to determine the fair value of our reporting units given the limited availability of comparable market-based transactions as of March 31, 2016 and December 31, 2015, and we utilized discount rates ranging
from
10%
to
19%
in applying the income approach to determine the fair value of our reporting units with goodwill as of March 31, 2016.
The following table summarizes the goodwill impairments recorded during the
three and nine months ended
September 30, 2015
(in millions).
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
September 30, 2015
|
|
September 30,
2015
|
Gathering and Processing
|
|
|
|
Fayetteville
|
$
|
39.1
|
|
|
$
|
47.4
|
|
Storage and Transportation
|
|
|
|
COLT
|
348.0
|
|
|
348.0
|
|
Marketing, Supply and Logistics
|
|
|
|
West Coast
|
57.5
|
|
|
85.9
|
|
Trucking
|
147.3
|
|
|
147.3
|
|
Watkins Glen
|
18.0
|
|
|
49.9
|
|
Total Crestwood Midstream
|
$
|
609.9
|
|
|
$
|
678.5
|
|
Barnett (Gathering and Processing)
|
—
|
|
|
212.4
|
|
Total Crestwood Equity
|
$
|
609.9
|
|
|
$
|
890.9
|
|
The impairment of the Fayetteville, COLT, West Coast and Trucking goodwill primarily resulted from increasing the discount rate utilized in determining the fair value of the reporting units, considering the decrease in commodity prices and its impact on the midstream industry and Crestwood Midstream's customers in those areas. The impairment of the Watkins Glen goodwill primarily resulted from increasing the discount rate utilized in determining the fair value of the reporting unit and delays and uncertainties in the permitting of the proposed storage facility.
In addition to the goodwill impairments recorded by Crestwood Midstream as reflected in the table above, Crestwood Equity recorded a goodwill impairment of its Barnett reporting unit of approximately
$212.4 million
during the three months ended June 30, 2015. The impairment primarily resulted from increasing the discount rate utilized in determining the fair value of the reporting unit, considering the actions of its primary customer in the Barnett Shale, Quicksilver, related to its filing for protection under Chapter 11 of the U.S. Bankruptcy Code in March 2015.
Deferred Financing Costs
Deferred financing costs represent costs associated with obtaining long-term financing and are amortized over the term of the related debt using a method which approximates the effective interest method and has a weighted average life of six years. Effective January 1, 2016, we adopted the provisions of Accounting Standards Update (ASU) 2015-03,
Interest - Imputation of Interest (Subtopic 835-30),
which requires us to classify our net deferred financing costs of
$35.9 million
and
$40.9 million
as a reduction of long-term debt on our consolidated balance sheets at
September 30, 2016
and
December 31, 2015
. Such costs were previously reflected as intangible assets on our consolidated balance sheets.
New Accounting Pronouncements Issued But Not Yet Adopted
As of
September 30, 2016
, the following accounting standards had not yet been adopted by us:
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09,
Revenue from Contracts with Customers,
which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. We expect to adopt the provisions of this standard effective January 1, 2018 and are currently evaluating the method by which we will adopt the standard and the impact that this standard will have on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which revises the accounting for leases by requiring certain leases to be recognized as assets and liabilities on the balance sheet, and requiring companies to disclose additional information about their leasing arrangements. We expect to adopt the provisions of this standard effective January 1, 2019 and are currently evaluating the impact that this standard will have on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
, which simplifies several aspects of the accounting for share-based payment award transactions, including the classification of awards as either equity or liabilities and presentation on the statement of cash flows. We expect to adopt the provisions of this standard effective January 1, 2017 and are currently evaluating the impact that this standard may have on our consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. We expect to adopt the provisions of this standard effective January 1, 2018 and are currently evaluating the impact that this standard may have on our consolidated financial statements.
Note 3
– Certain Balance Sheet Information
Assets Held for Sale
In conjunction with the contribution agreement related to Stagecoach Gas, we agreed to contribute our wholly-owned subsidiary, Pipeline East, to Stagecoach Gas, CEGP has agreed to contribute approximately
$30 million
to Stagecoach Gas, and Stagecoach Gas will distribute to us the net cash proceeds received from CEGP. We classified the property, plant and equipment and goodwill to be contributed to Stagecoach Gas as assets held for sale on our consolidated balance sheet at their fair value at
September 30, 2016
. The fair value is based on the consideration to be received from the contribution of Pipeline East to Stagecoach Gas and the forecasted discounted cash flows to be received from our investment in Stagecoach Gas, which is a Level 3 fair value measurement. The sale is contingent upon New York State regulatory approval and satisfaction of certain other closing conditions, which we believe is probable at
September 30, 2016
.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following at
September 30, 2016
and
December 31, 2015
(
in millions
):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEQP
|
|
CMLP
|
|
September 30,
|
|
December 31,
|
|
September 30,
|
|
December 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Accrued expenses
|
$
|
36.8
|
|
|
$
|
46.4
|
|
|
$
|
35.3
|
|
|
$
|
44.1
|
|
Accrued property taxes
|
6.7
|
|
|
4.8
|
|
|
6.7
|
|
|
4.8
|
|
Accrued product purchases payable
|
5.2
|
|
|
1.5
|
|
|
5.2
|
|
|
1.5
|
|
Taxes payable
|
0.3
|
|
|
0.5
|
|
|
0.2
|
|
|
0.5
|
|
Interest payable
|
32.8
|
|
|
26.2
|
|
|
32.8
|
|
|
26.2
|
|
Accrued additions to property, plant and equipment
|
2.6
|
|
|
10.4
|
|
|
2.6
|
|
|
10.4
|
|
Capital leases
|
1.5
|
|
|
1.6
|
|
|
1.5
|
|
|
1.6
|
|
Deferred revenue
|
27.6
|
|
|
14.2
|
|
|
27.6
|
|
|
14.2
|
|
Total accrued expenses and other liabilities
|
$
|
113.5
|
|
|
$
|
105.6
|
|
|
$
|
111.9
|
|
|
$
|
103.3
|
|
Note 4
- Investments in Unconsolidated Affiliates
Stagecoach Gas Services LLC.
In April 2016, Crestwood Northeast and CEGP entered into a definitive agreement to form the Stagecoach JV to own and further develop our NE S&T assets. Pursuant to the contribution agreement, we contributed to Stagecoach Gas the entities owning the NE S&T assets, CEGP contributed
$945 million
to Stagecoach Gas in exchange for a
50%
equity interest in Stagecoach Gas, and Stagecoach Gas distributed to Crestwood Northeast the cash proceeds received (net of approximately
$3 million
of cash transferred to the joint venture) from CEGP. Effective June 3, 2016, we deconsolidated the
NE S&T assets as a result of this transaction and began accounting for our
50%
equity interest in Stagecoach Gas under the equity method of accounting. We reflected our investment in Stagecoach Gas at
$844 million
, which represented the fair value of our proportionate share of the assets at June 3, 2016 and is based on the forecasted discounted cash flows of the investment (which is a Level 3 fair value measurement). We recognized a loss on the deconsolidation of the NE S&T assets of approximately
$32.9 million
. See our 2015 Annual Report on Form 10-K for a description of our NE S&T assets.
Net Investments and Earnings
Our net investments in and earnings from our unconsolidated affiliates are as follows (
in millions, unless otherwise stated
):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership Percentage
|
|
Investment
|
|
Earnings (Loss) from Unconsolidated Affiliates
|
|
September 30,
|
|
September 30,
|
|
December 31,
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
2016
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Stagecoach Gas Services LLC
(1)
|
50.00
|
%
|
|
$
|
849.4
|
|
|
$
|
—
|
|
|
$
|
6.8
|
|
|
$
|
—
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
Jackalope Gas Gathering Services, L.L.C.
(2)
|
50.00
|
%
|
(3)
|
199.7
|
|
|
202.4
|
|
|
5.5
|
|
|
2.0
|
|
|
16.5
|
|
|
5.6
|
|
Tres Palacios Holdings LLC
(4)
|
50.01
|
%
|
|
35.4
|
|
|
36.8
|
|
|
0.8
|
|
|
0.6
|
|
|
(0.7
|
)
|
|
2.1
|
|
Powder River Basin Industrial Complex, LLC
(5)
|
50.01
|
%
|
|
14.7
|
|
|
15.1
|
|
|
0.3
|
|
|
0.2
|
|
|
1.2
|
|
|
3.5
|
|
Total
|
|
|
$
|
1,099.2
|
|
|
$
|
254.3
|
|
|
$
|
13.4
|
|
|
$
|
2.8
|
|
|
$
|
26.1
|
|
|
$
|
11.2
|
|
|
|
(1)
|
As of
September 30, 2016
, our equity in the underlying net assets of Stagecoach Gas exceeded our investment balance by approximately
$51.0 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
September 30, 2016
, our equity in the underlying net assets of Jackalope Gas Gathering Services, L.L.C. (Jackalope) exceeded our investment balance by approximately
$0.8 million
. We amortize this amount over 20 years, which represents the life of Jackalope’s gathering agreement with Chesapeake Energy Corporation (Chesapeake), and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. We recorded amortization of less than
$0.1 million
for both the
three and nine months ended
September 30, 2016
and
$0.8 million
and
$2.3 million
for the
three and nine months ended
September 30, 2015
. Our Jackalope investment is included in our gathering and processing segment.
|
|
|
(3)
|
Excludes non-controlling interests related to our investment in Jackalope. See
Note 9
for a further discussion of our non-controlling interest related to our investment in Jackalope.
|
|
|
(4)
|
As of
September 30, 2016
, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded our investment balance by approximately
$28.2 million
. We amortize this amount over the life of the Tres Palacios Gas Storage LLC (Tres Palacios) sublease agreement, and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. We recorded amortization of
$0.3 million
for the
three months ended
September 30, 2016
and
2015
, and
$0.9 million
for the
nine months ended
September 30, 2016
and
2015
. Our Tres Holdings investment is included in our storage and transportation segment.
|
|
|
(5)
|
As of
September 30, 2016
, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) exceeded our investment balance by approximately
$22.2 million
. We amortize a portion of this amount over the life of PRBIC's property, plant and equipment and its agreement with Chesapeake, and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. Approximately
$10.6 million
of this excess amount relates to goodwill and, as such, is not subject to amortization. We recorded amortization of approximately
$0.4 million
and
$1.2 million
for the
three and nine months ended
September 30, 2016
. During the
three months ended
June 30, 2015, we recorded additional equity earnings of approximately
$3.2 million
related to a gain associated with the adjustment of our member's capital account by our equity investee. Our PRBIC investment is included in our storage and transportation segment.
|
Distributions and Contributions
Stagecoach Gas.
Stagecoach Gas is required, within
30 days
following the end of each quarter, to distribute 65% and 35% of its available cash (as defined in its limited liability company agreement) to CEGP and us, respectively. Because our ownership and distribution percentages differ, we determine the equity earnings from Stagecoach Gas using the Hypothetical Liquidation at Book Value (HLBV) method. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount that we would receive if Stagecoach Gas were to liquidate all of its assets, as valued in accordance with GAAP, and distribute that cash to the members. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is our share of the earnings or losses from the equity investment for the period, which approximates how earnings are allocated under the terms of the limited liability company agreement. During the
three months ended
September 30, 2016
, we received a cash distribution of approximately
$3.7 million
from Stagecoach Gas. In October 2016, we received a cash distribution of approximately
$12.3 million
from Stagecoach Gas.
Jackalope.
Jackalope is required, within
30 days
following the end of each quarter, to make quarterly distributions of its available cash to its members based on their respective ownership percentage. During the
nine months ended
September 30, 2016
and
2015
, we received cash distributions of approximately
$19.9 million
and
$8.7 million
from Jackalope. During the
nine months ended
September 30, 2016
and
2015
, we contributed approximately
$0.7 million
and
$25.4 million
to Jackalope.
Tres Holdings.
Tres Holdings is required, within
30 days
following the end of each quarter, to make quarterly distributions of its available cash (as defined in its limited liability company agreement) to its members based on their respective ownership percentage. During the
nine months ended
September 30, 2016
and
2015
, we received cash distributions of approximately
$6.2 million
and
$4.0 million
from Tres Holdings. In October 2016, we received a cash distribution of approximately
$2.3 million
from Tres Holdings. During the
nine months ended
September 30, 2016
and
2015
, we contributed approximately
$5.5 million
and
$5.7 million
to Tres Holdings.
PRBIC.
PRBIC is required to make quarterly distributions of its available cash to its members based on their respective ownership percentage. During the
nine months ended
September 30, 2016
and
2015
, we received cash distributions of approximately
$1.6 million
and
$1.3 million
from PRBIC. In October 2016, we received a cash distribution of approximately
$0.4 million
from PRBIC. During the
nine months ended
September 30, 2015
, we contributed approximately
$8.7 million
to PRBIC.
Note 5
– Risk Management
We are exposed to certain market risks related to our ongoing business operations. These risks include exposure to changing commodity prices. We utilize derivative instruments to manage our exposure to fluctuations in commodity prices, which is discussed below. Additional information related to our derivatives is discussed in
Note 6
.
Commodity Derivative Instruments and Price Risk Management
Risk Management Activities
We sell NGLs and crude oil to energy related businesses and may use a variety of financial and other instruments including forward contracts involving physical delivery of NGLs, heating oil and crude oil. We periodically enter into offsetting positions to economically hedge against the exposure our customer contracts create. Certain of these contracts and positions are derivative instruments. We do not designate any of our commodity-based derivatives as hedging instruments for accounting purposes. Our commodity-based derivatives are reflected at fair value in the consolidated balance sheets, and changes in the fair value of these derivatives that impact the consolidated statements of operations are reflected in costs of product/services sold. During the
three and nine months ended
September 30, 2016
, the impact to the statement of operations related to our commodity-based derivatives reflected in costs of product/services sold was a gain of
$2.1 million
and
$4.1 million
. During the
three and nine months ended
September 30, 2015
, the impact to the statement of operations related to our commodity-based derivatives reflected in costs of product/services sold was a gain of
$5.7 million
and
$11.0 million
. We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. This balance in the contractual portfolio significantly reduces the volatility in costs of product/services sold related to these instruments.
Commodity Price and Credit Risk
Notional Amounts and Terms
The notional amounts and terms of our derivative financial instruments include the following at
September 30, 2016
and
December 31, 2015
(
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
Propane, crude and heating oil (
barrels
)
|
15.9
|
|
|
18.0
|
|
|
9.1
|
|
|
10.9
|
|
Notional amounts reflect the volume of transactions, but do not represent the amounts exchanged by the parties to the financial instruments. Accordingly, notional amounts do not reflect our monetary exposure to market or credit risks.
All contracts subject to price risk had a maturity of
31 months
or less; however,
84%
of the contracted volumes will be delivered or settled within
12 months
.
Credit Risk
Inherent in our contractual portfolio are certain credit risks. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. We take an active role in managing credit risk and have established control procedures, which are reviewed on an ongoing basis. We attempt to minimize credit risk exposure through credit policies and periodic monitoring procedures as well as through customer deposits, letters of credit and entering into netting agreements that allow for offsetting counterparty receivable and payable balances for certain financial transactions, as deemed appropriate. The counterparties associated with our assets from price risk management activities are energy marketers and propane retailers, resellers and dealers.
Certain of our derivative instruments have credit limits that require us to post collateral. The amount of collateral required to be posted is a function of the net liability position of the derivative as well as our established credit limit with the respective counterparty. If our credit rating were to change, the counterparties could require us to post additional collateral. The amount of additional collateral that would be required to be posted would vary depending on the extent of change in our credit rating as well as the requirements of the individual counterparty. The aggregate fair value of all commodity derivative instruments with credit-risk-related contingent features that were in a liability position at
September 30, 2016
and
December 31, 2015
was
$6.3 million
and
$3.3 million
. At
September 30, 2016
and
December 31, 2015
, we posted less than
$0.1 million
of collateral for our commodity derivative instruments with credit-risk-related contingent features. In addition, at
September 30, 2016
and
December 31, 2015
, we had a New York Mercantile Exchange (NYMEX) related net derivative asset position of
$9.4 million
and a NYMEX related net derivative liability position of
$20.8 million
, for which we posted
$6.6 million
and
$26.7 million
of cash collateral in the normal course of business. At
September 30, 2016
and
December 31, 2015
, we also received collateral of
$6.7 million
and
$16.8 million
in the normal course of business. All collateral amounts have been netted against the asset or liability with the respective counterparty and are reflected in our consolidated balance sheets as assets and liabilities from price risk management activities.
Note 6
– Fair Value Measurements
The accounting standards for fair value measurement establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
|
|
•
|
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.
|
Cash and Cash Equivalents, Accounts Receivable and Accounts Payable
As of
September 30, 2016
and
December 31, 2015
, the carrying amounts of cash, accounts receivable and accounts payable represent fair value based on the short-term nature of these instruments.
Credit Facility
The fair value of the amount outstanding under our CMLP credit facility approximates its carrying amount as of
September 30, 2016
and
December 31, 2015
, due primarily to the variable nature of the interest rate of the instrument, which is considered a Level 2 fair value measurement.
Senior Notes
We estimate the fair value of our senior notes primarily based on quoted market prices for the same or similar issuances (representing a Level 2 fair value measurement). The following table reflects the carrying value and fair value of our CMLP senior notes (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
Crestwood Midstream 2020 Senior Notes
|
$
|
340.7
|
|
|
$
|
341.1
|
|
|
$
|
503.3
|
|
|
$
|
382.3
|
|
Crestwood Midstream 2022 Senior Notes
|
$
|
436.4
|
|
|
$
|
436.2
|
|
|
$
|
600.0
|
|
|
$
|
437.4
|
|
Crestwood Midstream 2023 Senior Notes
|
$
|
700.0
|
|
|
$
|
710.0
|
|
|
$
|
700.0
|
|
|
$
|
491.8
|
|
Financial Assets and Liabilities
As of
September 30, 2016
and
December 31, 2015
, we held certain assets and liabilities that are required to be measured at fair value on a recurring basis, which include our derivative instruments related to heating oil, crude oil, and NGLs. Our derivative instruments consist of forwards, swaps, futures, physical exchanges and options.
Certain of our derivative instruments are traded on the NYMEX. These instruments have been categorized as Level 1.
Our derivative instruments also include OTC contracts, which are not traded on a public exchange. The fair values of these derivative instruments are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. These instruments have been categorized as Level 2.
Our OTC options are valued based on the Black Scholes option pricing model that considers time value and volatility of the underlying commodity. The inputs utilized in the model are based on publicly available information as well as broker quotes. These options have been categorized as Level 2.
Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
The following tables set forth by level within the fair value hierarchy, our financial instruments that were accounted for at fair value on a recurring basis at
September 30, 2016
and
December 31, 2015
(
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
|
|
Fair Value of Derivatives
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting
(1)
|
|
Collateral/Margin Received or Paid
|
|
Recorded in Balance Sheet
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets from price risk management
|
$
|
1.1
|
|
|
$
|
55.7
|
|
|
$
|
—
|
|
|
$
|
56.8
|
|
|
$
|
(40.9
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
10.4
|
|
Suburban Propane Partners, L.P. units
(2)
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
Total assets at fair value
|
$
|
5.8
|
|
|
$
|
55.7
|
|
|
$
|
—
|
|
|
$
|
61.5
|
|
|
$
|
(40.9
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
15.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities from price risk management
|
$
|
1.2
|
|
|
$
|
50.0
|
|
|
$
|
—
|
|
|
$
|
51.2
|
|
|
$
|
(40.9
|
)
|
|
$
|
3.9
|
|
|
$
|
14.2
|
|
Total liabilities at fair value
|
$
|
1.2
|
|
|
$
|
50.0
|
|
|
$
|
—
|
|
|
$
|
51.2
|
|
|
$
|
(40.9
|
)
|
|
$
|
3.9
|
|
|
$
|
14.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
Fair Value of Derivatives
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting
(1)
|
|
Collateral/Margin Received or Paid
|
|
Recorded in Balance Sheet
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets from price risk management
|
$
|
0.5
|
|
|
$
|
57.8
|
|
|
$
|
—
|
|
|
$
|
58.3
|
|
|
$
|
(13.7
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
32.6
|
|
Suburban Propane Partners, L.P. units
(2)
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
Total assets at fair value
|
$
|
3.9
|
|
|
$
|
57.8
|
|
|
$
|
—
|
|
|
$
|
61.7
|
|
|
$
|
(13.7
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
36.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities from price risk management
|
$
|
0.2
|
|
|
$
|
41.3
|
|
|
$
|
—
|
|
|
$
|
41.5
|
|
|
$
|
(13.7
|
)
|
|
$
|
(20.4
|
)
|
|
$
|
7.4
|
|
Total liabilities at fair value
|
$
|
0.2
|
|
|
$
|
41.3
|
|
|
$
|
—
|
|
|
$
|
41.5
|
|
|
$
|
(13.7
|
)
|
|
$
|
(20.4
|
)
|
|
$
|
7.4
|
|
|
|
(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.
|
Note 7
– Long-Term Debt
Long-term debt consisted of the following at
September 30, 2016
and
December 31, 2015
(
in millions
):
|
|
|
|
|
|
|
|
|
|
September 30,
2016
|
|
December 31,
2015
|
Credit Facility
|
$
|
132.6
|
|
|
$
|
735.0
|
|
2020 Senior Notes
|
338.8
|
|
|
500.0
|
|
Fair value adjustment of 2020 Senior Notes
|
1.9
|
|
|
3.3
|
|
2022 Senior Notes
|
436.4
|
|
|
600.0
|
|
2023 Senior Notes
|
700.0
|
|
|
700.0
|
|
Other
|
3.8
|
|
|
5.3
|
|
Less: deferred financing costs, net
|
35.9
|
|
|
40.9
|
|
Total Crestwood Midstream debt
|
1,577.6
|
|
|
2,502.7
|
|
Other
|
—
|
|
|
0.2
|
|
Total Crestwood Equity debt
|
1,577.6
|
|
|
2,502.9
|
|
Less: current portion
|
0.9
|
|
|
1.1
|
|
Total long-term debt, less current portion
|
$
|
1,576.7
|
|
|
$
|
2,501.8
|
|
Crestwood Midstream Credit Facility
In conjunction with the contribution agreement with CEGP, Crestwood Midstream amended its credit facility during the second quarter of 2016 to, among other things, (i) facilitate the closing of the joint venture and make investments in the joint venture thereafter, and (ii) implement our liability management plan with the net cash proceeds received from Stagecoach Gas, including the repurchase of Crestwood Midstream's senior notes with the borrowings under its credit facility.
At
September 30, 2016
, Crestwood Midstream had
$586.6 million
of available capacity under its credit facility considering the most restrictive debt covenants in its credit agreement. At
September 30, 2016
and
December 31, 2015
, Crestwood Midstream's outstanding standby letters of credit were
$65.1 million
and
$62.2 million
. Borrowings under the CMLP credit facility accrue interest at prime or Eurodollar based rates plus applicable spreads, which resulted in interest rates between
2.77%
and
4.75%
at
September 30, 2016
and
2.70%
and
5.00%
at December 31, 2015. The weighted-average interest rate as of
September 30, 2016
and
December 31, 2015
was
2.88%
and
2.70%
.
Crestwood Midstream is required under its credit agreement to maintain a net debt to consolidated EBITDA ratio (as defined in its credit agreement) of not more than
5.50
to 1.0, a consolidated EBITDA to consolidated interest expense ratio (as defined in its credit agreement) of not less than
2.50
to 1.0, and a senior secured leverage ratio (as defined in its credit agreement) of not more than
3.75
to 1.0. At
September 30, 2016
, the net debt to consolidated EBITDA was approximately
4.03
to 1.0, the consolidated EBITDA to consolidated interest expense was approximately
3.76
to 1.0, and the senior secured leverage ratio was
0.33
to 1.0.
Crestwood Midstream Senior Notes
In June 2016, Crestwood Midstream paid approximately
$312.9 million
to purchase and cancel approximately
$161.2 million
and
$163.6 million
of the principal amounts outstanding under its 2020 Senior Notes and 2022 Senior Notes, respectively, utilizing a portion of the proceeds received from Stagecoach Gas, as further discussed in Note 2. Crestwood Midstream recognized a gain on extinguishment of debt of approximately
$10.0 million
in conjunction with the early tender of these notes. Crestwood Midstream also paid
$4.5 million
and
$2.6 million
of accrued interest on the 2020 Senior Notes and 2022 Senior Notes, respectively, on the date they were tendered.
In March 2016, Crestwood Midstream filed a registration statement with the SEC under which it plans to offer to exchange
$700.0 million
of its
6.25%
2023 Senior Notes for any and all outstanding notes. The exchange offer was declared effective by the SEC on June 15, 2016 and closed on July 13, 2016. The terms of the exchange notes are substantially identical to the terms of the 2023 Senior Notes, except that the exchange notes are freely tradable. Crestwood Midstream issued the 2023 Senior Notes in March 2015. The net proceeds from the original offering of approximately
$688.3 million
were used to pay down borrowings under Crestwood Midstream's credit facility and for general partnership purposes.
At
September 30, 2016
, Crestwood Midstream was in compliance with all of its debt covenants applicable to the CMLP credit facility and its senior notes.
Note 8
- Earnings Per Limited Partner Unit
Our net income (loss) attributable to Crestwood Equity Partners is allocated to the subordinated and limited partner unitholders based on their ownership percentage after giving effect to net income attributable to the Class A preferred units. We calculate basic net income per limited partner unit using the two-class method. Diluted net income per limited partner unit is computed using the treasury stock method, which considers the impact to net income attributable to Crestwood Equity Partners and limited partner units from the potential issuance of limited partner units.
We exclude potentially dilutive securities from the determination of diluted earnings per unit (as well as their related income statement impacts) when their impact on net income attributable to Crestwood Equity Partners per limited partner unit is anti-dilutive. During the
three and nine months ended
September 30, 2016
, we excluded a weighted-average of
6,502,907
and
6,358,626
common units (representing preferred units), a weighted-average of
8,669,633
common units in both periods (representing Crestwood Niobrara's preferred units), and a weighted-average of
438,789
common units in both periods (representing subordinated units). During the
three and nine months ended
September 30, 2015
, we excluded a weighted-average of
64,506
and
21,738
common units (representing preferred units), and a weighted-average of
78,968
and
26,612
common units (representing Crestwood Niobrara's preferred units). See
Note 9
for additional information regarding the potential conversion of our preferred units and Crestwood Niobrara's preferred units to common units.
Note 9
– Partners’ Capital
In May 2015, CEQP, Crestwood Midstream and certain of their affiliates entered into a definitive agreement under which Crestwood Midstream would merge with a wholly-owned subsidiary of CEQP, with Crestwood Midstream surviving as a wholly-owned subsidiary of CEQP (the Simplification Merger). The Simplification Merger closed on September 30, 2015.
Distributions
Crestwood Equity
Limited Partners.
A summary of CEQP's limited partner quarterly cash distributions for the
nine months ended
September 30, 2016
and
2015
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Rate
|
|
Cash Distributions
(
in millions
)
|
2016
|
|
|
|
|
|
|
February 5, 2016
|
|
February 12, 2016
|
|
$
|
1.375
|
|
|
$
|
95.6
|
|
May 6, 2016
|
|
May 13, 2016
|
|
0.60
|
|
|
41.4
|
|
August 5, 2016
|
|
August 12, 2016
|
|
0.60
|
|
|
41.4
|
|
|
|
|
|
|
|
$
|
178.4
|
|
2015
|
|
|
|
|
|
|
February 6, 2015
|
|
February 13, 2015
|
|
$
|
1.375
|
|
|
$
|
25.8
|
|
May 8, 2015
|
|
May 15, 2015
|
|
1.375
|
|
|
25.7
|
|
August 7, 2015
|
|
August 14, 2015
|
|
1.375
|
|
|
25.7
|
|
|
|
|
|
|
|
$
|
77.2
|
|
On
October 20, 2016
,
we declared a distribution of
$0.60
per limited partner unit to be paid on
November 14, 2016
, to unitholders of record on
November 7, 2016
with respect to the third quarter of
2016
.
Preferred Unit Holders
.
In conjunction with the closing of the Simplification Merger, the CMLP Class A Preferred Units were exchanged for new preferred units of the Company (the Preferred Units) with substantially similar terms and conditions to those of the CMLP Preferred Units. We are required to make quarterly distributions to our preferred unitholders. During the
nine months ended
September 30, 2016
, we issued
4,311,143
Preferred Units to our preferred unitholders in lieu of paying cash
distributions of
$39.3 million
. On
October 20, 2016
, the board of directors of our general partner authorized the issuance of
1,504,027
Preferred Units to our preferred unit holders for the quarter ended
September 30, 2016
in lieu of paying a cash distribution of
$13.7 million
.
On June 9, 2016, Crestwood Equity filed a shelf registration statement with the SEC under which holders of the Preferred Units may sell the common units into which the Preferred Units are convertible. The registration statement became effective on June 15, 2016. Crestwood Equity registered
7,290,552
common units under the registration statement.
Crestwood Midstream
Prior to the Simplification Merger, the Company indirectly owned a non-economic general partnership interest in Crestwood Midstream and
100%
of its incentive distribution rights (IDRs). Crestwood Midstream was also a publicly-traded limited partnership with common units listed on the NYSE. However, as a result of Crestwood Midstream's completion of the Simplification Merger on September 30, 2015, its common units ceased to be listed on the NYSE, the IDRs were eliminated and Crestwood Midstream became a wholly-owned subsidiary of the Company.
On September 30, 2015, Crestwood Midstream made a distribution of approximately
$378.3 million
to Crestwood Equity for purposes of repaying (or, if applicable, satisfying and discharging) substantially all of its outstanding indebtedness. The distribution was funded with borrowings under the CMLP Credit Facility.
During the
nine months ended
September 30, 2016
and
2015
, Crestwood Midstream paid cash distributions of
$185.0 million
and
$77.4 million
to Crestwood Equity. During the
nine months ended
September 30, 2015
, Crestwood Midstream paid a cash distribution to its general partner (representing IDRs and distributions related to common units held by the general partner) of approximately
$31.4 million
.
Limited Partners
. The following table presents quarterly cash distributions paid to Crestwood Midstream's limited partners (excluding distributions paid to its general partner on its common units held) during the
nine months ended
September 30, 2015
.
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Rate
|
|
Cash Distributions
(
in millions
)
|
February 6, 2015
|
|
February 13, 2015
|
|
$
|
0.41
|
|
|
$
|
74.3
|
|
May 8, 2015
|
|
May 15, 2015
|
|
0.41
|
|
|
74.3
|
|
August 7, 2015
|
|
August 14, 2015
|
|
0.41
|
|
|
74.3
|
|
|
|
|
|
|
|
$
|
222.9
|
|
Non-Controlling Partners
Crestwood Midstream Class A Preferred Units
Prior to the completion of the Simplification Merger, in August 2015, Crestwood Midstream issued
$60.0 million
of its Class A Preferred Units for net proceeds of approximately
$58.8 million
after deducting transaction fees and offering expenses. In conjunction with the closing of the Simplification Merger, the CMLP Class A Preferred Units were exchanged for new preferred units of Crestwood Equity. Prior to the Simplification Merger, Crestwood Equity classified the CMLP Class A Preferred Units as a component of Interest of Non-Controlling Partners on its consolidated balance sheet.
Crestwood Niobrara Preferred Interest
Crestwood Niobrara issued a preferred interest to a subsidiary of General Electric Capital Corporation and GE Structured Finance, Inc. (collectively, GE) in conjunction with the acquisition of its investment in Jackalope, which is reflected as non-controlling interest in our consolidated financial statements.
Net Income (Loss) Attributable to Non-Controlling Partners
The components of net income (loss) attributable to non-controlling partners for the
three and nine months ended
September 30, 2016
and
2015
, are as follows
(in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
September 30,
|
|
September 30,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Crestwood Niobrara preferred interests
|
$
|
6.1
|
|
|
$
|
5.9
|
|
|
$
|
18.0
|
|
|
$
|
17.2
|
|
CMLP net income attributable to non-controlling partners
|
6.1
|
|
|
5.9
|
|
|
18.0
|
|
|
17.2
|
|
Crestwood Midstream limited partner interests
|
—
|
|
|
(408.8
|
)
|
|
—
|
|
|
(683.0
|
)
|
Crestwood Midstream Class A preferred units
|
—
|
|
|
6.4
|
|
|
—
|
|
|
23.1
|
|
CEQP net income (loss) attributable to non-controlling partners
|
$
|
6.1
|
|
|
$
|
(396.5
|
)
|
|
$
|
18.0
|
|
|
$
|
(642.7
|
)
|
Distributions to Non-Controlling Partners
Crestwood Midstream Limited Partners.
As discussed above, Crestwood Midstream paid cash distributions to its limited partners (excluding distributions to its general partner and distributions on the limited partner units that were owned by Crestwood Equity) of
$222.9 million
during the
nine months ended
September 30, 2015
.
Crestwood Midstream Class A Preferred Unit Holders
. During the
nine months ended
September 30, 2015
, Crestwood Midstream issued
1,271,935
Class A Preferred Units to its preferred unit holders in lieu of paying cash distributions of
$25.6 million
.
Crestwood Niobrara Preferred Unit Holders.
During the
nine months ended
September 30, 2016
and
2015
, Crestwood Niobrara paid cash distributions of
$11.4 million
and
$7.6 million
to GE. In October 2016, Crestwood Niobrara paid a cash distribution of
$3.8 million
to GE for the quarter ended
September 30, 2016
.
Note 10
– Commitments and Contingencies
Legal Proceedings
Simplification Merger Lawsuits
. On May 20, 2015, Lawrence G. Farber, a purported unitholder of Crestwood Midstream, filed a complaint in the Southern District of the United States, Houston Division, as a putative class action on behalf of Crestwood Midstream's unitholders, entitled
Lawrence G. Farber, individually and on behalf of all others similarly situated v. Crestwood Midstream Partners LP, Crestwood Midstream GP LLC, Robert G. Phillips, Alvin Bledsoe, Michael G. France, Philip D. Gettig, Warren H. Gfellar, David Lumpkins, John J. Sherman, David Wood, Crestwood Equity Partners LP, Crestwood Equity GP LLC, CEQP ST Sub LLC, MGP GP, LLC, Crestwood Midstream Holdings LP, and Crestwood Gas Services GP LLC
. This complaint alleges, among other things, that Crestwood Midstream's general partner breached its fiduciary duties, certain individual defendants breached their fiduciary duties of loyalty and due care, and that other defendants aided and abetted such breaches.
On July 21, 2015, Isaac Aron, another purported unitholder of Crestwood Midstream, filed a complaint in the Southern District of the United States, Houston Division, as a putative class action on behalf of Crestwood Midstream's unitholders, entitled
Isaac Aron, individually and on behalf of all others similarly situated vs. Robert G. Phillps, Alvin Bledsoe, Michael G. France, Philip D. Getting, Warren H. Gfeller, David Lumpkins, John J. Sherman, David Wood, Crestwood Midstream Partners, LP Crestwood Midstream Holdings LP, Crestwood Midstream GP LLC, Crestwood Gas Services GP, LLC, Crestwood Equity Partners LP, Crestwood Equity GP LLC, CEQP ST Sub LLC and MGP GP, LLC.
The complaint alleges, among other things, that Crestwood Midstream's general partner and certain individual defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 by filing an alleged incomplete and misleading Form S-4 Registration Statement with the SEC.
On August 12, 2015, the defendants filed a motion to consolidate the Farber and Aron cases, which the court granted on September 4, 2015. Farber subsequently dismissed his claims against all the defendants on September 16, 2015. Aron filed a motion for temporary restraining order and requested an expedited preliminary injunction hearing, which had been scheduled for September 23, 2015. On September 22, 2015, however, the parties entered into a memorandum of understanding (MOU) with respect to a proposed settlement of the Aron lawsuit. The settlement contemplated by the MOU is subject to a number of conditions, including notice to the class, limited confirmatory discovery and final court approval of the settlement. In October 2016, the court approved the settlement. The settlement did not have a material impact to our consolidated financial statements.
Property Taxes.
Tres Palacios filed several lawsuits in Matagorda County for tax years 2011, 2012 and 2013 alleging that the Matagorda County Appraisal District (MCAD) assessed taxable value above the fair market value and on an unequal and non-uniform basis compared to other properties. In conjunction with its sale of Tres Palacios to Tres Holdings, Crestwood Equity retained liability for certain tax matters, including these lawsuits. In January 2015, Crestwood Equity received a refund related to the 2011 tax year at the conclusion of the litigation related to that tax year. For the 2012 and 2013 tax years, the MCAD asserted a taxable value that would result in property taxes of approximately
$7 million
for each of those years, while Tres Palacios asserted a taxable value that would result in property taxes of less than
$2 million
in each year. Tres Palacios paid approximately
$8.6 million
to Matagorda County in total for those two tax years. A bench trial was held in October 2015 related to the 2012 and 2013 tax years. In June 2016, the court issued a final judgment on the 2012 and 2013 property tax years which resulted in Crestwood Equity recording additional net property taxes (including interest and penalties) of approximately
$2.9 million
during the
nine months ended
September 30, 2016
. In September 2016, Crestwood Equity paid an additional
$2.1 million
to Matagorda County to settle the litigation related to the 2012 and 2013 tax years.
General.
We are periodically involved in litigation proceedings. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, then we accrue the estimated amount. The results of litigation proceedings cannot be predicted with certainty. We could incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations or cash flows in the period in which the amounts are paid and/or accrued. As of
September 30, 2016
and
December 31, 2015
, both CEQP and CMLP had less than
$0.1 million
accrued for outstanding legal matters. Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures for which we can estimate will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures.
Any loss estimates are inherently subjective, based on currently available information, and are subject to management's judgment and various assumptions. Due to the inherently subjective nature of these estimates and the uncertainty and unpredictability surrounding the outcome of legal proceedings, actual results may differ materially from any amounts that have been accrued.
Regulatory Compliance
In the ordinary course of our business, we are subject to various laws and regulations. In the opinion of our management, compliance with current laws and regulations will not have a material effect on its results of operations, cash flows or financial condition.
Environmental Compliance
During 2014, we experienced
three
releases totaling approximately
28,000
barrels of produced water on our Arrow water gathering system located on the Fort Berthold Indian Reservation in North Dakota. We immediately notified the National Response Center, the Three Affiliated Tribes and numerous other regulatory authorities, and thereafter contained and cleaned up the releases completely and placed the impacted segments of these water lines back into service. In May 2015, we experienced a release of approximately
5,200
barrels of produced water on our Arrow water gathering system, immediately notified numerous regulatory authorities and other third parties, and thereafter contained and cleaned up the releases. We will continue our remediation efforts to ensure the impacted lands are restored to their prior state. We believe these releases are insurable events under our policies, and we have notified our carriers of these events. We have not recorded an insurance receivable as of
September 30, 2016
.
We may potentially be subject to fines and penalties as a result of the water releases. In October 2014, we received data requests from the Environmental Protection Agency (EPA) related to the 2014 water releases and we responded to the requests during the first half of 2015. In April 2015, the EPA issued a Notice of Potential Violation (NOPV) under the Clean Water Act relating to the 2014 water releases. We responded to the NOPV in May 2015, and have commenced settlement discussions with
the EPA concerning the NOPV. On March 3, 2015, we received a grand jury subpoena from the United States Attorney’s Office in Bismarck, North Dakota, seeking documents and information relating to the largest of the three 2014 water releases, and we provided the requested information during the second quarter of 2015. In August 2015, we received a notice of violation from the Three Affiliated Tribes' Environmental Division related to our 2014 produced water releases on the Fort Berthold Indian Reservation. The notice of violation imposes fines and requests reimbursements exceeding
$1.1 million
; however, the notice of violation was stayed on September 15, 2015, upon our posting of a performance bond for the amount contemplated by the notice and pending the outcome of ongoing settlement discussions with the regulatory agencies asserting jurisdiction over the 2014 produced water releases. We cannot predict what the outcome of these investigations will be.
Our operations are subject to stringent and complex laws and regulations pertaining to health, safety, and the environment. We are subject to laws and regulations at the federal, state and local levels that relate to air and water quality, hazardous and solid waste management and disposal and other environmental matters. The cost of planning, designing, constructing and operating our facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures. At
September 30, 2016
and
December 31, 2015
, our accrual of approximately
$2.4 million
and
$1.7 million
is based on our undiscounted estimate of amounts we will spend on compliance with environmental and other regulations, and any associated fines or penalties. We estimate that our potential liability for reasonably possible outcomes related to our environmental exposures (including the Arrow water releases described above) could range from approximately
$2.4 million
to
$4.1 million
at September 30, 2016.
Self-Insurance
We utilize third-party insurance subject to varying retention levels of self-insurance, which management considers prudent. Such self-insurance relates to losses and liabilities primarily associated with medical claims, workers' compensation claims and general, product, vehicle and environmental liability. At
September 30, 2016
and
December 31, 2015
, CEQP's self-insurance reserves were
$18.0 million
and $
17.2 million
. We estimate that
$11.3 million
of this balance will be paid subsequent to September 30, 2017. As such, CEQP has classified
$11.3 million
in other long-term liabilities on its consolidated balance sheet at
September 30, 2016
. At
September 30, 2016
and
December 31, 2015
, CMLP's self insurance reserves were
$12.9 million
and
$11.4 million
. CMLP estimates that
$7.1 million
of this balance will be paid subsequent to September 30, 2017. As such, CMLP has classified
$7.1 million
in other long-term liabilities on its consolidated balance sheet at
September 30, 2016
.
Note 11
– Related Party Transactions
CEQP and CMLP enter into transactions with their affiliates within the ordinary course of business and the services are based on the same terms as non-affiliates, including gas gathering and processing services under long-term contracts, product purchases and various operating agreements.
In May 2016, Crestwood Midstream Operations, LLC (Crestwood Midstream Operations), our wholly-owned subsidiary and Stagecoach Gas entered into a management agreement under which Crestwood Midstream Operations will provide the management and operating services required by Stagecoach Gas' facilities. The initial term of the agreement will expire in May 2021, and is automatically extended for three-year periods unless otherwise terminated pursuant to the terms of the agreement. During the
three and nine months ended
September 30, 2016
, we charged Stagecoach Gas
$1.0 million
and
$1.3 million
under this agreement, which is reflected as operations and maintenance expenses charged by CEQP and CMLP in the table below.
The following table shows revenues, costs of product/services sold, general and administrative expenses and reimbursements of expenses from our affiliates for the
three and nine months ended
September 30, 2016
and
2015
(
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
September 30,
|
|
September 30,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Gathering and processing revenues at CEQP and CMLP
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
$
|
2.1
|
|
|
$
|
3.0
|
|
Gathering and processing costs of product/services sold at CEQP and CMLP
(1)
|
$
|
5.0
|
|
|
$
|
7.2
|
|
|
$
|
13.7
|
|
|
$
|
23.2
|
|
Operations and maintenance expenses charged by CEQP and CMLP
|
$
|
1.8
|
|
|
$
|
0.6
|
|
|
$
|
3.5
|
|
|
$
|
2.2
|
|
General and administrative expenses charged by CEQP to CMLP, net
(2)
|
$
|
2.7
|
|
|
$
|
14.4
|
|
|
$
|
9.6
|
|
|
$
|
46.2
|
|
General and administrative expenses at CEQP charged to (from) Crestwood Holdings, net
(3)
|
$
|
(0.5
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.4
|
|
|
|
(1)
|
Represents natural gas purchases from Sabine Oil and Gas Corporation.
|
|
|
(2)
|
Includes
$3.5 million
and
$11.9 million
of net unit-based compensation charges allocated from CEQP to CMLP for the
three and nine months ended
September 30, 2016
and
$1.5 million
and
$5.9 million
for the
three and nine months ended
September 30, 2015
. In addition, prior to the completion of the Simplification Merger, CEQP allocated general and administrative costs to CMLP. In conjunction with the Simplification Merger, CMLP shares common management, general and administrative and overhead costs with CEQP. During the
three and nine months ended
September 30, 2016
, CMLP allocated
$0.8 million
and
$2.3 million
of general and administrative costs to CEQP.
|
|
|
(3)
|
Includes
$0.6 million
and
$1.5 million
unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the
three and nine months ended
September 30, 2016
.
|
The following table shows accounts receivable and accounts payable from our affiliates as of
September 30, 2016
and
December 31, 2015
(
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEQP
|
|
CMLP
|
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2016
|
|
December 31, 2015
|
Accounts receivable
|
$
|
3.1
|
|
|
$
|
1.7
|
|
|
$
|
3.1
|
|
|
$
|
1.7
|
|
Accounts payable
|
$
|
2.5
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
Note 12
– Segments
Financial Information
We have
three
operating and reportable segments: (i) gathering and processing operations; (ii) storage and transportation operations; and (iii) marketing, supply and logistics operations. Our corporate operations include all general and administrative expenses that are not allocated to our reportable segments. For a further description of our operating and reporting segments, see our 2015 Annual Report on Form 10-K. We assess the performance of our operating segments based on EBITDA, a non-GAAP financial measure, which is defined as income before income taxes, plus debt-related costs (net interest and debt expense and gain or loss on modification/extinguishment of debt) and depreciation, amortization and accretion expense.
Below is a reconciliation of CEQP's net loss to EBITDA (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
September 30,
|
|
September 30,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Net income (loss)
|
$
|
3.0
|
|
|
$
|
(623.4
|
)
|
|
$
|
(127.8
|
)
|
|
$
|
(901.3
|
)
|
Add:
|
|
|
|
|
|
|
|
Interest and debt expense, net
|
27.5
|
|
|
35.7
|
|
|
97.9
|
|
|
104.7
|
|
(Gain) loss on modification/extinguishment of debt
|
—
|
|
|
2.7
|
|
|
(10.0
|
)
|
|
19.8
|
|
Provision (benefit) for income taxes
|
0.2
|
|
|
(0.3
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
Depreciation, amortization and accretion
|
50.3
|
|
|
75.5
|
|
|
177.0
|
|
|
224.5
|
|
EBITDA
|
$
|
81.0
|
|
|
$
|
(509.8
|
)
|
|
$
|
137.3
|
|
|
$
|
(552.5
|
)
|
The following tables summarize CEQP's reportable segment data for the
three and nine months ended
September 30, 2016
and
2015
(
in millions
). Included in earnings from unconsolidated affiliates below was approximately
$8.3 million
and
$3.4 million
of depreciation and amortization expense and gains (losses) on long-lived assets, net related to our equity investments for the
three months ended
September 30, 2016
and
2015
and
$15.3 million
and
$7.2 million
for the
nine months ended
September 30, 2016
and
2015
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2016
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
279.3
|
|
|
$
|
18.3
|
|
|
$
|
290.0
|
|
|
$
|
—
|
|
|
$
|
587.6
|
|
Intersegment revenues
|
24.8
|
|
|
1.5
|
|
|
(26.3
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
226.1
|
|
|
0.1
|
|
|
240.5
|
|
|
—
|
|
|
466.7
|
|
Operations and maintenance expense
|
17.4
|
|
|
2.5
|
|
|
13.2
|
|
|
—
|
|
|
33.1
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|
18.3
|
|
Loss on long-lived assets
|
(2.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
Earnings from unconsolidated affiliates, net
|
5.5
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
EBITDA
|
$
|
64.1
|
|
|
$
|
25.0
|
|
|
$
|
10.0
|
|
|
$
|
(18.1
|
)
|
|
$
|
81.0
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
31.2
|
|
|
$
|
172.4
|
|
|
$
|
—
|
|
|
$
|
249.5
|
|
Total assets
|
$
|
2,378.6
|
|
|
$
|
1,174.0
|
|
|
$
|
963.2
|
|
|
$
|
28.4
|
|
|
$
|
4,544.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2015
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
355.6
|
|
|
$
|
65.0
|
|
|
$
|
210.1
|
|
|
$
|
—
|
|
|
$
|
630.7
|
|
Intersegment revenues
|
10.6
|
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
282.8
|
|
|
5.2
|
|
|
161.2
|
|
|
—
|
|
|
449.2
|
|
Operations and maintenance expense
|
20.6
|
|
|
10.7
|
|
|
18.0
|
|
|
—
|
|
|
49.3
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
32.8
|
|
|
32.8
|
|
Loss on long-lived assets
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(2.3
|
)
|
Goodwill impairment
|
(39.1
|
)
|
|
(348.0
|
)
|
|
(222.8
|
)
|
|
—
|
|
|
(609.9
|
)
|
Earnings from unconsolidated affiliates, net
|
2.0
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
EBITDA
|
$
|
25.4
|
|
|
$
|
(299.0
|
)
|
|
$
|
(203.6
|
)
|
|
$
|
(32.6
|
)
|
|
$
|
(509.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2016
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
787.7
|
|
|
$
|
131.5
|
|
|
$
|
806.3
|
|
|
$
|
—
|
|
|
$
|
1,725.5
|
|
Intersegment revenues
|
75.9
|
|
|
3.0
|
|
|
(78.9
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
632.2
|
|
|
4.9
|
|
|
643.0
|
|
|
—
|
|
|
1,280.1
|
|
Operations and maintenance expense
|
56.1
|
|
|
18.2
|
|
|
45.6
|
|
|
—
|
|
|
119.9
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
70.2
|
|
|
70.2
|
|
Loss on long-lived assets
|
(2.0
|
)
|
|
(32.8
|
)
|
|
—
|
|
|
—
|
|
|
(34.8
|
)
|
Goodwill impairment
|
(8.6
|
)
|
|
(13.7
|
)
|
|
(87.4
|
)
|
|
—
|
|
|
(109.7
|
)
|
Earnings from unconsolidated affiliates, net
|
16.5
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
26.1
|
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
EBITDA
|
$
|
181.2
|
|
|
$
|
74.5
|
|
|
$
|
(48.6
|
)
|
|
$
|
(69.8
|
)
|
|
$
|
137.3
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
31.2
|
|
|
$
|
172.4
|
|
|
$
|
—
|
|
|
$
|
249.5
|
|
Total assets
|
$
|
2,378.6
|
|
|
$
|
1,174.0
|
|
|
$
|
963.2
|
|
|
$
|
28.4
|
|
|
$
|
4,544.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2015
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
1,052.7
|
|
|
$
|
201.1
|
|
|
$
|
749.9
|
|
|
$
|
—
|
|
|
$
|
2,003.7
|
|
Intersegment revenues
|
54.5
|
|
|
—
|
|
|
(54.5
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
842.6
|
|
|
15.8
|
|
|
580.0
|
|
|
—
|
|
|
1,438.4
|
|
Operations and maintenance expense
|
67.0
|
|
|
23.0
|
|
|
53.8
|
|
|
—
|
|
|
143.8
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
90.9
|
|
|
90.9
|
|
Goodwill impairment
|
(259.8
|
)
|
|
(348.0
|
)
|
|
(283.1
|
)
|
|
—
|
|
|
(890.9
|
)
|
Loss on long-lived assets
|
(1.2
|
)
|
|
(1.6
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(3.9
|
)
|
Earnings from unconsolidated affiliates, net
|
5.6
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
EBITDA
|
$
|
(57.8
|
)
|
|
$
|
(181.7
|
)
|
|
$
|
(222.6
|
)
|
|
$
|
(90.4
|
)
|
|
$
|
(552.5
|
)
|
Below is a reconciliation of CMLP's net loss to EBITDA (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
September 30,
|
|
September 30,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Net income (loss)
|
$
|
0.6
|
|
|
$
|
(610.2
|
)
|
|
$
|
(130.3
|
)
|
|
$
|
(653.9
|
)
|
Add:
|
|
|
|
|
|
|
|
Interest and debt expense, net
|
27.5
|
|
|
32.6
|
|
|
97.9
|
|
|
95.1
|
|
(Gain) loss on modification/extinguishment of debt
|
—
|
|
|
1.8
|
|
|
(10.0
|
)
|
|
18.9
|
|
Provision (benefit) for income taxes
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.4
|
|
Depreciation, amortization and accretion
|
53.2
|
|
|
70.0
|
|
|
185.2
|
|
|
208.3
|
|
EBITDA
|
$
|
81.3
|
|
|
$
|
(505.9
|
)
|
|
$
|
142.8
|
|
|
$
|
(331.2
|
)
|
The following tables summarize CMLP's reportable segment data for the
three and nine months ended
September 30, 2016
and
2015
(
in millions
). Included in earnings from unconsolidated affiliates below was approximately
$8.3 million
and
$3.4 million
of depreciation and amortization expense and gains (losses) on long-lived assets, net related to our equity investments for the three months ended
September 30, 2016
and
2015
and
$15.3 million
and
$7.2 million
for the
nine months ended
September 30, 2016
and
2015
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2016
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
279.3
|
|
|
$
|
18.3
|
|
|
$
|
290.0
|
|
|
$
|
—
|
|
|
$
|
587.6
|
|
Intersegment revenues
|
24.8
|
|
|
1.5
|
|
|
(26.3
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
226.1
|
|
|
0.1
|
|
|
240.5
|
|
|
—
|
|
|
466.7
|
|
Operations and maintenance expense
|
17.4
|
|
|
3.0
|
|
|
13.2
|
|
|
—
|
|
|
33.6
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
17.3
|
|
|
17.3
|
|
Loss on long-lived assets
|
(2.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
Earnings from unconsolidated affiliates, net
|
5.5
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
EBITDA
|
$
|
64.1
|
|
|
$
|
24.5
|
|
|
$
|
10.0
|
|
|
$
|
(17.3
|
)
|
|
$
|
81.3
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
31.2
|
|
|
$
|
172.4
|
|
|
$
|
—
|
|
|
$
|
249.5
|
|
Total assets
|
$
|
2,584.4
|
|
|
$
|
1,174.0
|
|
|
$
|
963.2
|
|
|
$
|
15.2
|
|
|
$
|
4,736.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2015
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
355.6
|
|
|
$
|
65.0
|
|
|
$
|
210.1
|
|
|
$
|
—
|
|
|
$
|
630.7
|
|
Intersegment revenues
|
10.6
|
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
282.8
|
|
|
5.2
|
|
|
161.2
|
|
|
—
|
|
|
449.2
|
|
Operations and maintenance expense
|
20.6
|
|
|
10.2
|
|
|
18.0
|
|
|
—
|
|
|
48.8
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
29.2
|
|
|
29.2
|
|
Goodwill impairment
|
(39.1
|
)
|
|
(348.0
|
)
|
|
(222.8
|
)
|
|
—
|
|
|
(609.9
|
)
|
Loss on long-lived assets
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(2.3
|
)
|
Earnings from unconsolidated affiliates, net
|
2.0
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
EBITDA
|
$
|
25.4
|
|
|
$
|
(298.5
|
)
|
|
$
|
(203.6
|
)
|
|
$
|
(29.2
|
)
|
|
$
|
(505.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2016
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
787.7
|
|
|
$
|
131.5
|
|
|
$
|
806.3
|
|
|
$
|
—
|
|
|
$
|
1,725.5
|
|
Intersegment revenues
|
75.9
|
|
|
3.0
|
|
|
(78.9
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
632.2
|
|
|
4.9
|
|
|
643.0
|
|
|
—
|
|
|
1,280.1
|
|
Operations and maintenance expense
|
56.1
|
|
|
15.0
|
|
|
45.6
|
|
|
—
|
|
|
116.7
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
67.5
|
|
|
67.5
|
|
Goodwill impairment
|
(8.6
|
)
|
|
(13.7
|
)
|
|
(87.4
|
)
|
|
—
|
|
|
(109.7
|
)
|
Loss on long-lived assets
|
(2.0
|
)
|
|
(32.8
|
)
|
|
—
|
|
|
—
|
|
|
(34.8
|
)
|
Earnings from unconsolidated affiliates, net
|
16.5
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
26.1
|
|
EBITDA
|
$
|
181.2
|
|
|
$
|
77.7
|
|
|
$
|
(48.6
|
)
|
|
$
|
(67.5
|
)
|
|
$
|
142.8
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
31.2
|
|
|
$
|
172.4
|
|
|
$
|
—
|
|
|
$
|
249.5
|
|
Total assets
|
$
|
2,584.4
|
|
|
$
|
1,174.0
|
|
|
$
|
963.2
|
|
|
$
|
15.2
|
|
|
$
|
4,736.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2015
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
1,052.7
|
|
|
$
|
201.1
|
|
|
$
|
749.9
|
|
|
$
|
—
|
|
|
$
|
2,003.7
|
|
Intersegment revenues
|
54.5
|
|
|
—
|
|
|
(54.5
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
842.6
|
|
|
15.8
|
|
|
580.0
|
|
|
—
|
|
|
1,438.4
|
|
Operations and maintenance expense
|
67.0
|
|
|
22.5
|
|
|
53.8
|
|
|
—
|
|
|
143.3
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
82.1
|
|
|
82.1
|
|
Goodwill impairment
|
(47.4
|
)
|
|
(348.0
|
)
|
|
(283.1
|
)
|
|
—
|
|
|
(678.5
|
)
|
Loss on long-lived assets
|
(1.2
|
)
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(3.8
|
)
|
Earnings from unconsolidated affiliates, net
|
5.6
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
EBITDA
|
$
|
154.6
|
|
|
$
|
(181.1
|
)
|
|
$
|
(222.6
|
)
|
|
$
|
(82.1
|
)
|
|
$
|
(331.2
|
)
|
Note 13
– Condensed Consolidating Financial Information
Crestwood Midstream is a holding company (Parent) and owns no operating assets and has no significant operations independent of its subsidiaries. Obligations under Crestwood Midstream's senior notes and its credit facility are jointly and severally guaranteed by substantially all of its subsidiaries, except for Crestwood Delaware Basin LLC, Crestwood Niobrara, Crestwood Northeast, PRBIC and Tres Holdings and their respective subsidiaries (collectively, Non-Guarantor Subsidiaries). Crestwood Midstream Finance Corp., the co-issuer of its senior notes, is Crestwood Midstream's 100% owned subsidiary and has no material assets, operations, revenues or cash flows other than those related to its service as co-issuer of the Crestwood Midstream senior notes.
The tables below present condensed consolidating financial statements for Crestwood Midstream as parent on a stand-alone, unconsolidated basis, and Crestwood Midstream's combined guarantor and combined non-guarantor subsidiaries as of
September 30, 2016
and
December 31, 2015
, and for the
three and nine months ended
September 30, 2016
and
2015
. The financial information may not necessarily be indicative of the results of operations, cash flows or financial position had the subsidiaries operated as independent entities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Balance Sheet
|
September 30, 2016
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Accounts receivable
|
—
|
|
|
220.5
|
|
|
2.7
|
|
|
—
|
|
|
223.2
|
|
Inventory
|
—
|
|
|
61.8
|
|
|
—
|
|
|
—
|
|
|
61.8
|
|
Assets held for sale
|
—
|
|
|
55.0
|
|
|
—
|
|
|
—
|
|
|
55.0
|
|
Other current assets
|
—
|
|
|
15.5
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
Total current assets
|
0.5
|
|
|
352.8
|
|
|
2.7
|
|
|
—
|
|
|
356.0
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
—
|
|
|
2,328.5
|
|
|
—
|
|
|
—
|
|
|
2,328.5
|
|
Goodwill and intangible assets, net
|
—
|
|
|
950.2
|
|
|
—
|
|
|
—
|
|
|
950.2
|
|
Investment in consolidated affiliates
|
4,268.4
|
|
|
—
|
|
|
—
|
|
|
(4,268.4
|
)
|
|
—
|
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,099.2
|
|
|
—
|
|
|
1,099.2
|
|
Other assets
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
Total assets
|
$
|
4,268.9
|
|
|
$
|
3,634.4
|
|
|
$
|
1,101.9
|
|
|
$
|
(4,268.4
|
)
|
|
$
|
4,736.8
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners' capital
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
147.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147.1
|
|
Other current liabilities
|
33.0
|
|
|
94.0
|
|
|
—
|
|
|
—
|
|
|
127.0
|
|
Total current liabilities
|
33.0
|
|
|
241.1
|
|
|
—
|
|
|
—
|
|
|
274.1
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion
|
1,575.2
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1,576.7
|
|
Other long-term liabilities
|
—
|
|
|
34.5
|
|
|
—
|
|
|
—
|
|
|
34.5
|
|
Deferred income taxes
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
Partners' capital
|
2,660.7
|
|
|
3,356.6
|
|
|
911.8
|
|
|
(4,268.4
|
)
|
|
2,660.7
|
|
Interest of non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
190.1
|
|
|
—
|
|
|
190.1
|
|
Total partners' capital
|
2,660.7
|
|
|
3,356.6
|
|
|
1,101.9
|
|
|
(4,268.4
|
)
|
|
2,850.8
|
|
Total liabilities and partners' capital
|
$
|
4,268.9
|
|
|
$
|
3,634.4
|
|
|
$
|
1,101.9
|
|
|
$
|
(4,268.4
|
)
|
|
$
|
4,736.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Balance Sheet
|
December 31, 2015
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Accounts receivable
|
—
|
|
|
236.0
|
|
|
0.5
|
|
|
—
|
|
|
236.5
|
|
Inventory
|
—
|
|
|
44.5
|
|
|
—
|
|
|
—
|
|
|
44.5
|
|
Other current assets
|
—
|
|
|
52.5
|
|
|
—
|
|
|
—
|
|
|
52.5
|
|
Total current assets
|
0.1
|
|
|
333.0
|
|
|
0.5
|
|
|
—
|
|
|
333.6
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
—
|
|
|
3,525.7
|
|
|
—
|
|
|
—
|
|
|
3,525.7
|
|
Goodwill and intangible assets, net
|
—
|
|
|
1,846.9
|
|
|
—
|
|
|
—
|
|
|
1,846.9
|
|
Investment in consolidated affiliates
|
5,506.8
|
|
|
—
|
|
|
—
|
|
|
(5,506.8
|
)
|
|
—
|
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
254.3
|
|
|
—
|
|
|
254.3
|
|
Other assets
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
Total assets
|
$
|
5,506.9
|
|
|
$
|
5,708.7
|
|
|
$
|
254.8
|
|
|
$
|
(5,506.8
|
)
|
|
$
|
5,963.6
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners' capital
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
141.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
141.4
|
|
Other current liabilities
|
26.4
|
|
|
85.2
|
|
|
—
|
|
|
—
|
|
|
111.6
|
|
Total current liabilities
|
26.4
|
|
|
226.5
|
|
|
0.1
|
|
|
—
|
|
|
253.0
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion
|
2,498.9
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2,501.8
|
|
Other long-term liabilities
|
—
|
|
|
43.3
|
|
|
—
|
|
|
—
|
|
|
43.3
|
|
Deferred income taxes
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
Partners' capital
|
2,981.6
|
|
|
5,435.6
|
|
|
71.2
|
|
|
(5,506.8
|
)
|
|
2,981.6
|
|
Interest of non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
183.5
|
|
|
—
|
|
|
183.5
|
|
Total partners' capital
|
2,981.6
|
|
|
5,435.6
|
|
|
254.7
|
|
|
(5,506.8
|
)
|
|
3,165.1
|
|
Total liabilities and partners' capital
|
$
|
5,506.9
|
|
|
$
|
5,708.7
|
|
|
$
|
254.8
|
|
|
$
|
(5,506.8
|
)
|
|
$
|
5,963.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Operations
|
Three Months Ended September 30, 2016
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Revenues
|
$
|
—
|
|
|
$
|
587.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
587.6
|
|
Costs of product/services sold
|
—
|
|
|
466.7
|
|
|
—
|
|
|
—
|
|
|
466.7
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Operations and maintenance
|
—
|
|
|
33.6
|
|
|
—
|
|
|
—
|
|
|
33.6
|
|
General and administrative
|
13.3
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
17.3
|
|
Depreciation, amortization and accretion
|
—
|
|
|
53.2
|
|
|
—
|
|
|
—
|
|
|
53.2
|
|
|
13.3
|
|
|
90.8
|
|
|
—
|
|
|
—
|
|
|
104.1
|
|
Other operating expense:
|
|
|
|
|
|
|
|
|
|
Loss on long-lived assets, net
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
Operating income (loss)
|
(13.3
|
)
|
|
28.0
|
|
|
—
|
|
|
—
|
|
|
14.7
|
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
13.4
|
|
|
—
|
|
|
13.4
|
|
Interest and debt expense, net
|
(27.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.5
|
)
|
Equity in net income (loss) of subsidiary
|
41.4
|
|
|
—
|
|
|
—
|
|
|
(41.4
|
)
|
|
—
|
|
Net income (loss)
|
0.6
|
|
|
28.0
|
|
|
13.4
|
|
|
(41.4
|
)
|
|
0.6
|
|
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
0.6
|
|
|
$
|
28.0
|
|
|
$
|
7.3
|
|
|
$
|
(41.4
|
)
|
|
$
|
(5.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Operations
|
Three Months Ended September 30, 2015
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Revenues
|
$
|
—
|
|
|
$
|
630.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
630.7
|
|
Costs of product/services sold
|
—
|
|
|
449.2
|
|
|
—
|
|
|
—
|
|
|
449.2
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Operations and maintenance
|
—
|
|
|
48.8
|
|
|
—
|
|
|
—
|
|
|
48.8
|
|
General and administrative
|
21.2
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
29.2
|
|
Depreciation, amortization and accretion
|
0.5
|
|
|
69.5
|
|
|
—
|
|
|
—
|
|
|
70.0
|
|
|
21.7
|
|
|
126.3
|
|
|
—
|
|
|
—
|
|
|
148.0
|
|
Other operating expense:
|
|
|
|
|
|
|
|
|
|
Loss on long-lived assets, net
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
Goodwill Impairment
|
—
|
|
|
(609.9
|
)
|
|
—
|
|
|
—
|
|
|
(609.9
|
)
|
Operating loss
|
(21.7
|
)
|
|
(557.0
|
)
|
|
—
|
|
|
—
|
|
|
(578.7
|
)
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
Interest and debt expense, net
|
(32.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.6
|
)
|
Loss on modification/extinguishment of debt
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
Equity in net income (loss) of subsidiary
|
(554.1
|
)
|
|
—
|
|
|
—
|
|
|
554.1
|
|
|
—
|
|
Income (loss) before income taxes
|
(610.2
|
)
|
|
(557.0
|
)
|
|
2.8
|
|
|
554.1
|
|
|
(610.3
|
)
|
Benefit for income taxes
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Net income (loss)
|
(610.2
|
)
|
|
(556.9
|
)
|
|
2.8
|
|
|
554.1
|
|
|
(610.2
|
)
|
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
(610.2
|
)
|
|
(556.9
|
)
|
|
(3.1
|
)
|
|
554.1
|
|
|
(616.1
|
)
|
Net income attributable to Class A preferred units
|
6.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
Net income (loss) attributable to partners
|
$
|
(616.6
|
)
|
|
$
|
(556.9
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
554.1
|
|
|
$
|
(622.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Operations
|
Nine Months Ended September 30, 2016
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Revenues
|
$
|
—
|
|
|
$
|
1,725.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,725.5
|
|
Costs of product/services sold
|
—
|
|
|
1,280.1
|
|
|
—
|
|
|
—
|
|
|
1,280.1
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Operations and maintenance
|
—
|
|
|
116.7
|
|
|
—
|
|
|
—
|
|
|
116.7
|
|
General and administrative
|
54.2
|
|
|
13.3
|
|
|
—
|
|
|
—
|
|
|
67.5
|
|
Depreciation, amortization and accretion
|
—
|
|
|
185.2
|
|
|
—
|
|
|
—
|
|
|
185.2
|
|
|
54.2
|
|
|
315.2
|
|
|
—
|
|
|
—
|
|
|
369.4
|
|
Other operating expense:
|
|
|
|
|
|
|
|
|
|
Loss on long-lived assets, net
|
—
|
|
|
(34.8
|
)
|
|
—
|
|
|
—
|
|
|
(34.8
|
)
|
Goodwill impairment
|
—
|
|
|
(109.7
|
)
|
|
—
|
|
|
—
|
|
|
(109.7
|
)
|
Operating loss
|
(54.2
|
)
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|
(68.5
|
)
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
26.1
|
|
|
—
|
|
|
26.1
|
|
Interest and debt expense, net
|
(97.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97.9
|
)
|
Gain on modification/extinguishment of debt
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
Equity in net income (loss) of subsidiary
|
11.8
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
Net income (loss)
|
(130.3
|
)
|
|
(14.3
|
)
|
|
26.1
|
|
|
(11.8
|
)
|
|
(130.3
|
)
|
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
18.0
|
|
|
—
|
|
|
18.0
|
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(130.3
|
)
|
|
$
|
(14.3
|
)
|
|
$
|
8.1
|
|
|
$
|
(11.8
|
)
|
|
$
|
(148.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Operations
|
Nine Months Ended September 30, 2015
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Revenues
|
$
|
—
|
|
|
$
|
2,003.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,003.7
|
|
Costs of product/services sold
|
—
|
|
|
1,438.4
|
|
|
—
|
|
|
—
|
|
|
1,438.4
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Operations and maintenance
|
—
|
|
|
143.3
|
|
|
—
|
|
|
—
|
|
|
143.3
|
|
General and administrative
|
51.0
|
|
|
31.1
|
|
|
—
|
|
|
—
|
|
|
82.1
|
|
Depreciation, amortization and accretion
|
1.6
|
|
|
206.7
|
|
|
—
|
|
|
—
|
|
|
208.3
|
|
|
52.6
|
|
|
381.1
|
|
|
—
|
|
|
—
|
|
|
433.7
|
|
Other operating expense:
|
|
|
|
|
|
|
|
|
|
Loss on long-lived assets, net
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
Goodwill Impairment
|
—
|
|
|
(678.5
|
)
|
|
—
|
|
|
—
|
|
|
(678.5
|
)
|
Operating loss
|
(52.6
|
)
|
|
(498.1
|
)
|
|
—
|
|
|
—
|
|
|
(550.7
|
)
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
11.2
|
|
|
—
|
|
|
11.2
|
|
Interest and debt expense, net
|
(95.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95.1
|
)
|
Loss on modification/extinguishment of debt
|
(18.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.9
|
)
|
Equity in net income (loss) of subsidiary
|
(487.3
|
)
|
|
—
|
|
|
—
|
|
|
487.3
|
|
|
—
|
|
Income (loss) before income taxes
|
(653.9
|
)
|
|
(498.1
|
)
|
|
11.2
|
|
|
487.3
|
|
|
(653.5
|
)
|
Provision for income taxes
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
Net income (loss)
|
(653.9
|
)
|
|
(498.5
|
)
|
|
11.2
|
|
|
487.3
|
|
|
(653.9
|
)
|
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
17.2
|
|
|
—
|
|
|
17.2
|
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
(653.9
|
)
|
|
(498.5
|
)
|
|
(6.0
|
)
|
|
487.3
|
|
|
(671.1
|
)
|
Net income attributable to Class A preferred units
|
23.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.1
|
|
Net income (loss) attributable to partners
|
$
|
(677.0
|
)
|
|
$
|
(498.5
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
487.3
|
|
|
$
|
(694.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Cash Flows
|
Nine Months Ended September 30, 2016
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Cash flows from operating activities:
|
$
|
(140.4
|
)
|
|
$
|
371.3
|
|
|
$
|
19.9
|
|
|
$
|
—
|
|
|
$
|
250.8
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
(1.6
|
)
|
|
(77.7
|
)
|
|
—
|
|
|
—
|
|
|
(79.3
|
)
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|
—
|
|
|
(6.2
|
)
|
Proceeds from the sale of assets
|
—
|
|
|
943.1
|
|
|
—
|
|
|
—
|
|
|
943.1
|
|
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
9.2
|
|
Capital distributions from consolidated affiliates
|
11.5
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
Net cash provided by (used in) investing activities
|
9.9
|
|
|
865.4
|
|
|
3.0
|
|
|
(11.5
|
)
|
|
866.8
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of long-term debt
|
1,364.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,364.0
|
|
Principal payments on long-term debt
|
(2,278.4
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(2,279.2
|
)
|
Payments on capital leases
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
Payments for debt-related deferred costs
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
Distributions paid
|
(185.0
|
)
|
|
—
|
|
|
(11.4
|
)
|
|
—
|
|
|
(196.4
|
)
|
Distributions to parent
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
11.5
|
|
|
—
|
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
Change in intercompany balances
|
1,233.7
|
|
|
(1,233.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Net cash provided by (used in) financing activities
|
130.9
|
|
|
(1,236.7
|
)
|
|
(22.9
|
)
|
|
11.5
|
|
|
(1,117.2
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
Cash at beginning of period
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Cash at end of period
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Cash Flows
|
Nine Months Ended September 30, 2015
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Cash flows from operating activities:
|
$
|
(133.3
|
)
|
|
$
|
454.6
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
330.6
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
(1.0
|
)
|
|
(121.8
|
)
|
|
—
|
|
|
—
|
|
|
(122.8
|
)
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(39.8
|
)
|
|
—
|
|
|
(39.8
|
)
|
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
Proceeds from the sale of assets
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
Capital contributions to consolidated affiliates
|
(33.7
|
)
|
|
—
|
|
|
—
|
|
|
33.7
|
|
|
—
|
|
Net cash provided by (used in) investing activities
|
(34.7
|
)
|
|
(118.9
|
)
|
|
(35.4
|
)
|
|
33.7
|
|
|
(155.3
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of long-term debt
|
2,698.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,698.8
|
|
Principal payments on long-term debt
|
(2,187.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,187.9
|
)
|
Payments on capital leases
|
(1.2
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
Payments for debt-related deferred costs
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
Financing fees paid for early debt redemption
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.6
|
)
|
Distributions paid
|
(710.0
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
(717.6
|
)
|
Contributions from parent
|
—
|
|
|
—
|
|
|
33.7
|
|
|
(33.7
|
)
|
|
—
|
|
Net proceeds from issuance of Class A preferred units
|
58.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58.8
|
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
Change in intercompany balances
|
340.6
|
|
|
(340.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
Net cash provided by (used in) financing activities
|
168.0
|
|
|
(343.1
|
)
|
|
26.1
|
|
|
(33.7
|
)
|
|
(182.7
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
—
|
|
|
(7.4
|
)
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
Cash at beginning of period
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
Cash at end of period
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|