NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1
– Organization and Business Description
Organization
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
2017
Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 26, 2018. The financial information as of
March 31, 2018
, and for the
three months ended
March 31, 2018
and
2017
, is unaudited. The consolidated balance sheets as of
December 31, 2017
, were derived from the audited balance sheets filed in our
2017
Annual Report on Form 10-K.
Business Description
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 that 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 Generally Accepted Accounting Principles (GAAP) and include the accounts of all consolidated subsidiaries after the elimination of all intercompany accounts and transactions. Certain amounts in prior periods have been reclassified to conform to the current year presentation, none of which impacted our previously reported net income, earnings per unit or partners' capital. 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
Effective January 1, 2018, we adopted the following accounting standards. There were no other material changes in our significant accounting policies from those described in our 2017 Annual Report on Form10-K.
Revenue Recognition
We provide gathering, processing, compression, storage, fractionation, and transportation (consisting of pipelines, truck and rail terminals, truck/trailer units and rail cars) services and we sell commodities (including crude oil, natural gas, NGLs and water) under various contracts. These contracts include:
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•
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Fixed-fee contracts
. Under these contracts, we do not take title to the underlying crude oil, natural gas or NGLs but charge our customers a fixed-fee for the services we provide, which can be a firm reservation charge and/or a charge
|
per volume gathered, processed, compressed, stored, loaded and/or transported (which, in certain contracts, can be subject to a minimum level of volumes);
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•
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Percentage-of-proceeds service contracts
. Under these contracts, we effectively take title to crude oil, natural gas or NGLs after the commodity leaves our gathering and processing facilities. We often market and sell those commodities to third parties after they leave our facilities and we will remit a portion of the sales proceeds to our producers;
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•
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Percentage-of-proceeds product contracts.
Under these contracts, we effectively take title to crude oil, natural gas or NGLs before the commodity enters our facilities. We market and sell those commodities to third parties and we will remit a portion of the sales proceeds to our producers; and
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•
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Purchase and sale contracts
. Under these contracts, we purchase crude oil, natural gas or NGLs before the commodity enters our facilities, and we market and sell those commodities to third parties.
|
On January 1, 2018, we adopted the provisions of Accounting Standards Update (ASU) 2014-09,
Revenue from Contracts with Customers (Topic 606)
, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. We adopted the standard using the modified retrospective method for all revenue contracts that involve revenue generating activities that occur after January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new standard, while amounts prior to January 1, 2018 continue to be reported in accordance with our historic accounting under
Revenue Recognition (Topic 605)
.
Prior to January 1, 2018, we recognized revenues for services and products when all of the following criteria were met under
Topic 605
: (i) services have been rendered or products delivered or sold; (ii) persuasive evidence of an exchange arrangement exists; (iii) the price for services is fixed or determinable; and (iv) collectability is reasonably assured. We recorded deferred revenue when we received amounts from our customers but had not yet met the criteria listed above. We recognized deferred revenue in our consolidated statement of operations when the criteria had been met and all services had been rendered. At December 31, 2017, we had deferred revenue of approximately
$0.6 million
, which is reflected in accrued expenses and other liabilities on our consolidated balance sheet.
After January 1, 2018, we recognize revenues for services and products under revenue contracts as our obligations to perform services or deliver/sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and recognized as revenue when, or as, the performance obligation is satisfied. Our fixed-fee contracts and our percentage-of-proceeds service contracts primarily have a single performance obligation to deliver a series of distinct goods or services that are substantially the same and have the same pattern of transfer to our customers. For performance obligations associated with these contracts,
we recognize revenues over time utilizing the output method based on the actual volumes of products delivered/sold or services performed, because the single performance obligation is satisfied over time using the same performance measure of progress toward satisfaction of the performance obligation
. The transaction price under certain of our fixed-price contracts and percentage-of-proceeds service contracts includes variable consideration that varies primarily based on actual volumes that are delivered under the contracts. Because the variable consideration specifically relates to our efforts to transfer the services and/or products under the contracts, we allocate the variable consideration entirely to the distinct service utilizing the allocation exception guidance under Topic 606, and accordingly recognize the variable consideration as revenues at the time the good or service is transferred to the customer.
Certain of our fixed-fee contracts contain minimum volume features under which the customers must utilize our services to gather, compress or load a specified quantity of crude oil or natural gas or pay a deficiency fee based on the difference between actual volumes and the contractual minimum volume. We recognize revenue from these contracts when (i) actual volumes are gathered, compressed or loaded; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model).
We recognize revenues at a point in time for performance obligations associated with our percentage-of proceeds product contracts and purchase and sale contracts, and these revenues are recognized because control of the underlying product is transferred to the customer when the distinct good is provided to the customer.
The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative standalone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can significantly vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration at March 31, 2018.
The following table summarizes the transaction price allocated to our remaining performance obligations as of March 31, 2018
(in millions)
.
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Remaining Performance Obligations
(1)(2)
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2018
|
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2019
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2020
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2021
|
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2022
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2023
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Thereafter
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Total
|
Fixed-fee and percentage-of-proceeds service contracts
(3)
|
$
|
55.0
|
|
|
$
|
25.7
|
|
|
$
|
20.7
|
|
|
$
|
8.7
|
|
|
$
|
7.3
|
|
|
7.3
|
|
|
$
|
3.2
|
|
|
$
|
127.9
|
|
|
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(1)
|
We apply the practical expedient which allows us to exclude the disclosure of any unsatisfied performance obligations where the contract term is one year or less.
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(2)
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We apply the practical expedient to recognize revenues as amounts are invoiced for our percentage-of-proceeds product contracts and our purchase and sales contracts, which allows us to exclude the disclosure of any unsatisfied performance obligations related to these contracts.
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(3)
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Includes fixed consideration associated with these contracts. We apply the practical expedient which allows us to exclude the disclosure of the variable consideration allocated to a wholly-unsatisfied promise to transfer a distinct service that forms part of the identified single performance obligation under these fixed-fee and percentage-of-proceeds service contracts.
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Contract Assets and Contract Liabilities
.
Amounts owed from our customers under our revenue contracts are typically billed as the service is being provided or on a weekly, bi-weekly or monthly basis, are due within 1-30 days of billing, and are classified as receivables on our consolidated balance sheets. Under certain of our contracts, we recognize revenues in excess of billings which we present as contract assets on our consolidated balance sheets. Our costs to obtain or fulfill our revenue contracts were not material as of March 31, 2018.
Under certain contracts, we may be entitled to receive payments in advance of satisfying our performance obligations under the contract. We recognize a liability for these payments in excess of revenue recognized and present it as deferred revenue or contract liabilities on our consolidated balance sheets. Our deferred revenue primarily relates to:
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•
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Capital Reimbursements.
Certain contracts in our G&P segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets utilized to provide services to them under the revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract. We consider these upfront payments to be revenue because control of the long-lived assets does not transfer to our customers and the payments do not represent payments for the transfer of goods. On January 1, 2018, we recorded a
$87.6 million
increase to our property, plant and equipment, net, a
$69.1 million
increase to our deferred revenue liability and a
$18.5 million
increase to partners’ capital as a result of applying the cumulative impact of adopting the new standard on these types of contracts.
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•
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Contracts with Increasing (Decreasing) Rates per Unit.
Certain contracts in our G&P, S&T and MS&L segments have fixed rates per volume that increase and/or decrease over the life of the contract once certain time periods or thresholds are met. We record revenues on these contracts ratably per unit over the life of the contract based on the remaining performance obligations to be performed, which can result in the deferral of revenue for the difference between the consideration received and the ratable revenue recognized. On January 1, 2018, we recorded a
$1.5 million
increase to our deferred revenue liability and a corresponding decrease to partners’ capital as a result of applying the cumulative impact of adopting the new standard on these types of contracts.
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Our contract assets and contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Our receivables related to our ASC 606 revenue contracts totaled
$363.3 million
for both CEQP and CMLP at March 31, 2018, and are included in accounts receivable on our consolidated balance sheet. Our contract assets are included in other assets on our consolidated balance sheet and are classified as non-current due to the anticipated timing of when consideration is expected to be received from customers compared to the timing of the satisfaction of the underlying performance obligations under the contract, which is expected to be more than twelve months. The majority of our deferred revenues are included in other long-term liabilities on our consolidated balance sheet and are classified as non-current, for which the majority of revenue is expected to recognized as the performance obligations under the related revenue contracts are satisfied over the next
14 years
.
The following table summarizes the opening and closing balances of our contract assets and contract liabilities
(in millions)
:
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Balance at
January 1, 2018
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Balance at
March 31, 2018
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Contract Assets (Non-current)
(1)
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$
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1.1
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$
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1.1
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Contract Liabilities (Current)
(2)
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12.2
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12.5
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Contract Liabilities (Non-current)
(3)
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60.6
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|
|
61.8
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(1)
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We did not record any impairment losses on our receivables or contract assets arising from contracts with customers during the three months ended March 31, 2018.
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(2)
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Our current contract liabilities primarily consist of current deferred revenues and are included in accrued expenses and other liabilities on our consolidated balance sheets. During the three months ended March 31, 2018, we recognized approximately
$3.1 million
of revenue that were previously included in deferred revenues (current) at January 1, 2018.
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(3)
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Our non-current contract liabilities primarily consist of non-current deferred revenues and are included in other long-term liabilities on our consolidated balance sheets.
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Impact of financial statement line items
.
For contracts that were modified before January 1, 2018, we have not retrospectively restated the contract for those modifications and instead we have reflected the aggregate effect of those modifications when identifying satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to satisfied and unsatisfied obligations. The impact of applying this transition practical expedient was not material to our financial statements. The adoption of
Topic 606
had the following impact on CEQP's and CMLP's consolidated income statement and balance sheet
(in millions)
:
Crestwood Equity
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As of and for the Quarter Ended March 31, 2018
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As Reported under ASC 606
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Prior to Adoption of ASC 606
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Increase (Decrease)
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Income Statement
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Product revenues:
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Gathering and processing
(1)
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$
|
272.2
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$
|
429.6
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$
|
(157.4
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)
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Service revenues:
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Gathering and processing
(1)(2)
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68.1
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|
79.5
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(11.4
|
)
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Marketing, supply and logistics
(3)
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16.8
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16.5
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0.3
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Costs of product/services sold:
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Product costs
(1)
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938.9
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1,110.5
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(171.6
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)
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Depreciation, amortization and accretion
(2)
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45.1
|
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|
43.8
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1.3
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Earnings from unconsolidated affiliates, net
(4)
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|
12.4
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|
14.4
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|
(2.0
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)
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Net income
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34.1
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|
34.3
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|
(0.2
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)
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Balance Sheet
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Assets:
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Property, plant and equipment
(2)
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$
|
2,436.1
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$
|
2,332.0
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$
|
104.1
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Accumulated depreciation and depletion
(2)
|
|
508.8
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495.4
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13.4
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Investments in unconsolidated affiliates
(4)
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1,162.7
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1,174.2
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(11.5
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)
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Liabilities:
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Accrued expenses and other liabilities
(2)(3)
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|
103.3
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|
91.6
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11.7
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Other long-term liabilities
(2)(3)
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|
165.3
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|
|
105.1
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|
60.2
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Partners’ capital:
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Crestwood Equity Partners LP partners’ capital
(2)(3)(4)
|
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1,373.9
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|
1,366.6
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|
7.3
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Crestwood Midstream
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As of and for the Quarter Ended March 31, 2018
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As Reported under ASC 606
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Prior to Adoption of ASC 606
|
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Increase (Decrease)
|
Income Statement
|
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|
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Product revenues:
|
|
|
|
|
|
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Gathering and processing
(1)
|
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$
|
272.2
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|
$
|
429.6
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|
$
|
(157.4
|
)
|
Service revenues:
|
|
|
|
|
|
|
Gathering and processing
(1)(2)
|
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68.1
|
|
|
79.5
|
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|
(11.4
|
)
|
Marketing, supply and logistics
(3)
|
|
16.8
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|
16.5
|
|
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0.3
|
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Costs of product/services sold:
|
|
|
|
|
|
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Product costs
(1)
|
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938.9
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|
1,110.5
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(171.6
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)
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Depreciation, amortization and accretion
(2)
|
|
47.8
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46.5
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1.3
|
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Earnings from unconsolidated affiliates, net
(4)
|
|
12.4
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|
|
14.4
|
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|
(2.0
|
)
|
Net income
|
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32.4
|
|
|
32.6
|
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|
(0.2
|
)
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Balance Sheet
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Assets:
|
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Property, plant and equipment
(2)
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$
|
2,766.1
|
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$
|
2,662.0
|
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|
$
|
104.1
|
|
Accumulated depreciation and depletion
(2)
|
|
655.7
|
|
|
642.3
|
|
|
13.4
|
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Investments in unconsolidated affiliates
(4)
|
|
1,162.7
|
|
|
1,174.2
|
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|
(11.5
|
)
|
Liabilities:
|
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|
|
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Accrued expenses and other liabilities
(2)(3)
|
|
102.0
|
|
|
90.3
|
|
|
11.7
|
|
Other long-term liabilities
(2)(3)
|
|
163.0
|
|
|
102.8
|
|
|
60.2
|
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Partners’ capital
(2)(3)(4)
|
|
2,171.9
|
|
|
2,164.6
|
|
|
7.3
|
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(1)
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On January 1, 2018, we began classifying product and service revenues as a reduction of costs of product sold on certain of our gathering and processing contracts where we do not obtain control of the customers' product prior to it entering our facilities.
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(2)
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On January 1, 2018, we began recording proceeds received from customers for reimbursable construction as deferred revenue instead of as reductions of property, plant and equipment.
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(3)
|
For contracts that have fixed rates per volume that increase and/or decrease over the life of the contract once certain time periods or thresholds have been met, on January 1, 2018, we began recording revenues on those contracts ratably per unit over the life of the contract based on the remaining performance obligations to be performed.
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(4)
|
On January 1, 2018, Jackalope Gas Gathering Services, L.L.C. (Jackalope) adopted the provisions of
Topic 606
, and we recorded a
$9.5 million
decrease to our equity method investment and a corresponding decrease to our partners' capital to reflect our proportionate share of the cumulative effect of accounting change recorded by the equity investment related to the new standard. In addition, our equity earnings decreased by approximately
$2 million
to reflect our proportionate share of the ongoing impact of the new standard on Jackalope's revenues. The adoption of
Topic 606
was not material to our other equity method investments.
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Cash Flows
Effective January 1, 2018, we adopted the provisions of 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. The adoption of this accounting standard did not have a material impact on our consolidated financial statements.
New Accounting Pronouncements Issued But Not Yet Adopted
As of
March 31, 2018
, the following accounting standard had not yet been adopted by us:
In February 2016, the Financial Accounting Standards Board 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. Companies are required to adopt the provisions of the standard using the modified retrospective transition method. 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.
Note 3
– Certain Balance Sheet Information
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following (
in millions
):
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CEQP
|
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CMLP
|
|
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Accrued expenses
|
$
|
36.8
|
|
|
$
|
56.6
|
|
|
$
|
35.5
|
|
|
$
|
55.5
|
|
Accrued property taxes
|
4.4
|
|
|
4.8
|
|
|
4.4
|
|
|
4.8
|
|
Income tax payable
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
Interest payable
|
38.9
|
|
|
20.3
|
|
|
38.9
|
|
|
20.3
|
|
Accrued additions to property, plant and equipment
|
9.4
|
|
|
22.3
|
|
|
9.4
|
|
|
22.2
|
|
Capital leases
|
0.9
|
|
|
1.0
|
|
|
0.9
|
|
|
1.0
|
|
Deferred revenue
|
12.5
|
|
|
0.6
|
|
|
12.5
|
|
|
0.6
|
|
Total accrued expenses and other liabilities
|
$
|
103.3
|
|
|
$
|
105.9
|
|
|
$
|
102.0
|
|
|
$
|
104.7
|
|
Note 4
- Investments in Unconsolidated Affiliates
Variable Interest Entity
Crestwood Permian Basin Holdings LLC (Crestwood Permian) is a joint venture owned by Crestwood Infrastructure Holdings LLC (Crestwood Infrastructure), our wholly-owned subsidiary, and an affiliate of First Reserve Management, L.P. (First Reserve). We manage and account for our
50%
ownership interest in Crestwood Permian, which is a variable interest entity, under the equity method of accounting as we exercise significant influence, but do not control Crestwood Permian and we are not its primary beneficiary due to First Reserve’s rights to exercise control over the entity.
Net Investments and Earnings
Our net investments in and earnings from our unconsolidated affiliates are as follows (
in millions
):
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Investment
|
|
Earnings (Loss) from Unconsolidated Affiliates
|
|
March 31,
|
|
December 31,
|
|
Three Months Ended March 31,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Stagecoach Gas Services LLC
(1)
|
$
|
844.2
|
|
|
$
|
849.8
|
|
|
$
|
5.7
|
|
|
$
|
6.0
|
|
Jackalope Gas Gathering Services, L.L.C.
(2)(6)
|
171.0
|
|
|
184.9
|
|
|
3.0
|
|
|
1.8
|
|
Crestwood Permian Basin Holdings LLC
(3)
|
100.5
|
|
|
102.0
|
|
|
2.7
|
|
|
(0.2
|
)
|
Tres Palacios Holdings LLC
(4)
|
38.2
|
|
|
37.8
|
|
|
0.4
|
|
|
0.5
|
|
Powder River Basin Industrial Complex, LLC
(5)
|
8.8
|
|
|
8.5
|
|
|
0.6
|
|
|
—
|
|
Total
|
$
|
1,162.7
|
|
|
$
|
1,183.0
|
|
|
$
|
12.4
|
|
|
$
|
8.1
|
|
|
|
(1)
|
As of
March 31, 2018
, our equity in the underlying net assets of Stagecoach Gas exceeded our investment balance by approximately
$51.4 million
. This excess amount is entirely attributable to goodwill and, as such, is not subject to amortization. Our Stagecoach Gas investment is included in our storage and transportation segment.
|
|
|
(2)
|
As of
March 31, 2018
, our equity in the underlying net assets of Jackalope exceeded our investment balance by approximately
$0.7 million
. We amortize this amount over the life of Jackalope’s gathering agreement with Chesapeake Energy Corporation (Chesapeake), and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. Our Jackalope investment is included in our gathering and processing segment.
|
|
|
(3)
|
In June 2017, we contributed to Crestwood Permian 100% of the equity interest of Crestwood New Mexico. This contribution was treated as a transaction between entities under common control (because of our relationship with First Reserve) and the accounting standards related to such transactions requires Crestwood Permian to record the assets and liabilities of Crestwood New Mexico at our historical book value. The difference between our equity in Crestwood Permian's net assets and our investment balance is not subject to amortization. Our Crestwood Permian investment is included in our gathering and processing segment.
|
|
|
(4)
|
As of
March 31, 2018
, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded our investment balance by approximately
$26.2 million
. We amortize this amount over the life of the Tres Palacios Gas Storage LLC sublease agreement, and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. Our Tres Holdings investment is included in our storage and transportation segment.
|
|
|
(5)
|
As of
March 31, 2018
, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) exceeded our investment balance by approximately
$6.2 million
. We amortize this amount over the life of PRBIC's property, plant and equipment and its agreement with Chesapeake, and we reflect the amortization as an increase in our earnings from unconsolidated affiliates. Our PRBIC investment is included in our storage and transportation segment.
|
|
|
(6)
|
On January 1, 2018, Jackalope adopted the provisions of
Topic 606
, and we recorded a
$9.5 million
decrease to our equity method investment and a corresponding decrease to our partners' capital to reflect our proportionate share of the cumulative effect of accounting change recorded by the equity investment related to the new standard. In addition, our equity earnings decreased by approximately
$2 million
to reflect our proportionate share of Jackalope's deferred revenues related to the new standard.
|
Summarized Financial Information of Unconsolidated Affiliates
Below is the summarized operating results for our significant unconsolidated affiliates (
in millions; amounts represent 100% of unconsolidated affiliate information
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2018
|
|
2017
|
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income
|
Stagecoach Gas
|
$
|
41.3
|
|
|
$
|
20.1
|
|
|
$
|
21.2
|
|
|
$
|
42.0
|
|
|
$
|
19.4
|
|
|
$
|
22.6
|
|
Other
(1)
|
47.4
|
|
|
38.6
|
|
|
10.0
|
|
|
34.5
|
|
|
29.0
|
|
|
5.5
|
|
Total
|
$
|
88.7
|
|
|
$
|
58.7
|
|
|
$
|
31.2
|
|
|
$
|
76.5
|
|
|
$
|
48.4
|
|
|
$
|
28.1
|
|
|
|
(1)
|
Includes our Jackalope, Tres Holdings, PRBIC and Crestwood Permian equity investments. We amortize the excess basis in certain of our equity investments as an increase in our earnings from unconsolidated affiliates. We recorded amortization of the excess basis in our Jackalope equity investment of less than
$0.1 million
for both the
three months ended
March 31, 2018
and
2017
. We recorded amortization of the excess basis in our Tres Holdings equity investment of approximately
$0.3 million
for both the
three months ended
March 31, 2018
and
2017
. We recorded amortization of the excess basis in our PRBIC equity investment of approximately
$0.2 million
for both the
three months ended
March 31, 2018
and
2017
.
|
Distributions and Contributions
The following table summarizes our distributions and contributions from our unconsolidated affiliates
(in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
(1)
|
|
Contributions
|
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Stagecoach Gas
|
|
$
|
11.3
|
|
|
$
|
12.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Jackalope
|
|
7.4
|
|
|
5.9
|
|
|
—
|
|
|
0.1
|
|
Crestwood Permian
|
|
4.3
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
PRBIC
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
23.3
|
|
|
$
|
18.3
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
|
(1)
|
In April 2018, we received cash distributions from Stagecoach Gas, Crestwood Permian, Tres Holdings and PRBIC of approximately
$11.2 million
,
$4.0 million
,
$1.4 million
and
$0.6 million
, respectively.
|
Other
Contingent Consideration
. Pursuant to the Stagecoach Gas limited liability company agreement, we may be required to make payments of up to
$57 million
to Con Edison Gas Pipeline and Storage Northeast, LLC after December 31, 2020 if certain criteria are not met by Stagecoach Gas by December 31, 2020, including achieving certain performance targets on growth capital projects. These growth capital projects depend on the construction of other third-party expansion projects, and those third-party projects have experienced regulatory and other delays that have caused Stagecoach Gas to delay its growth capital projects. Although Stagecoach Gas anticipates that these growth capital projects will be constructed in the future, it does not expect that these projects will produce meaningful operating results prior to December 31, 2020. As a result, at March 31, 2018 and December 31, 2017, we have recorded a liability of
$57 million
for this obligation, which in reflected in other long-term liabilities on our consolidated balance sheets.
Guarantee.
Crestwood Permian owns a
50%
equity interest in Crestwood Permian Basin LLC (Crestwood Permian Basin) and Shell Midstream Partners L.P. (Shell Midstream), a subsidiary of Royal Dutch Shell plc, owns the remaining
50%
equity interest in Crestwood Permian Basin. Crestwood Permian Basin owns the Nautilus gathering system. CEQP issued a guarantee in conjunction with the Crestwood Permian Basin gas gathering agreement with SWEPI LP, a subsidiary of Royal Dutch Shell plc, under which CEQP has agreed to fund 100% of the costs to build the Nautilus gathering system (which is currently estimated to cost
$180 million
, of which approximately
$96.5 million
has been spent through March 31, 2018) if Crestwood Permian fails to do so. We do not believe this guarantee is probable of resulting in future losses based on our assessment of the nature of the guarantee, the financial condition of the guaranteed party and the period of time that the guarantee has been outstanding, and as a result, we have not recorded a liability on our balance sheet at
March 31, 2018
and
December 31, 2017
.
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. Our commodity-based derivatives that are settled with physical commodity are reflected as an increase to product revenues, and the commodity inventory that is utilized to satisfy those physical obligations is reflected as an increase to cost of product sold in our consolidated statements of operations. During the
three months ended
March 31, 2018
and
2017
, the impact
to our consolidated statements of operations related to our commodity-based derivatives reflected in costs of product/services sold was a gain of
$7.8 million
and
$5.4 million
, and reflected in operating revenues was a
$97.8 million
and
$45.1 million
increase in product revenues. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
Propane, crude and heating oil (MMBbls)
|
10.0
|
|
|
10.6
|
|
|
15.3
|
|
|
17.5
|
|
Natural gas (MMcf)
|
1,140
|
|
|
1,140
|
|
|
780
|
|
|
660
|
|
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
36 months
or less; however,
89%
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 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
March 31, 2018
and
December 31, 2017
was
$6.4 million
and
$28.9 million
. At
March 31, 2018
and
December 31, 2017
, we posted less than
$0.1 million
of collateral for our commodity derivative instruments with credit-risk-related contingent features. In addition, at
March 31, 2018
and
December 31, 2017
, we had a New York Mercantile Exchange (NYMEX) related net derivative asset position of
$11.3 million
and
$27.2 million
, for which we posted
$3.4 million
and
$5.6 million
of cash collateral in the normal course of business. At
March 31, 2018
and
December 31, 2017
, we also received collateral of
$1.5 million
and
$3.7 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 standard for fair value measurement establishes 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, Accounts Receivable and Accounts Payable
As of
March 31, 2018
and
December 31, 2017
, the carrying amounts of cash, accounts receivable and accounts payable approximate fair value based on the short-term nature of these instruments.
Credit Facility
The fair value of the amounts outstanding under our CMLP credit facility approximates the carrying amounts as of
March 31, 2018
and
December 31, 2017
, 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 amount (reduced for deferred financing costs associated with the respective notes) and fair value of our senior notes (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
2023 Senior Notes
|
$
|
692.5
|
|
|
$
|
710.0
|
|
|
$
|
692.1
|
|
|
$
|
728.8
|
|
2025 Senior Notes
|
$
|
492.6
|
|
|
$
|
497.5
|
|
|
$
|
492.3
|
|
|
$
|
517.9
|
|
Financial Assets and Liabilities
As of
March 31, 2018
and
December 31, 2017
, 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.
Our derivative instruments that are traded on the NYMEX 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
March 31, 2018
and
December 31, 2017
(
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting
(1)
|
|
Collateral/Margin Received or Paid
|
|
Fair Value
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets from price risk management
|
$
|
0.9
|
|
|
$
|
42.8
|
|
|
$
|
—
|
|
|
$
|
43.7
|
|
|
$
|
(30.6
|
)
|
|
$
|
(8.1
|
)
|
|
$
|
5.0
|
|
Suburban Propane Partners, L.P. units
(2)
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
Total assets at fair value
|
$
|
4.1
|
|
|
$
|
42.8
|
|
|
$
|
—
|
|
|
$
|
46.9
|
|
|
$
|
(30.6
|
)
|
|
$
|
(8.1
|
)
|
|
$
|
8.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities from price risk management
|
$
|
1.3
|
|
|
$
|
38.9
|
|
|
$
|
—
|
|
|
$
|
40.2
|
|
|
$
|
(30.6
|
)
|
|
$
|
1.3
|
|
|
$
|
10.9
|
|
Total liabilities at fair value
|
$
|
1.3
|
|
|
$
|
38.9
|
|
|
$
|
—
|
|
|
$
|
40.2
|
|
|
$
|
(30.6
|
)
|
|
$
|
1.3
|
|
|
$
|
10.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting
(1)
|
|
Collateral/Margin Received or Paid
|
|
Fair Value
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets from price risk management
|
$
|
1.1
|
|
|
$
|
102.2
|
|
|
$
|
—
|
|
|
$
|
103.3
|
|
|
$
|
(74.6
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
7.2
|
|
Suburban Propane Partners, L.P. units
(2)
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
Total assets at fair value
|
$
|
4.6
|
|
|
$
|
102.2
|
|
|
$
|
—
|
|
|
$
|
106.8
|
|
|
$
|
(74.6
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities from price risk management
|
$
|
1.4
|
|
|
$
|
118.2
|
|
|
$
|
—
|
|
|
$
|
119.6
|
|
|
$
|
(74.6
|
)
|
|
$
|
3.9
|
|
|
$
|
48.9
|
|
Total liabilities at fair value
|
$
|
1.4
|
|
|
$
|
118.2
|
|
|
$
|
—
|
|
|
$
|
119.6
|
|
|
$
|
(74.6
|
)
|
|
$
|
3.9
|
|
|
$
|
48.9
|
|
|
|
(1)
|
Amounts represent the impact of legally enforceable master netting agreements that allow us to settle positive and negative positions as well as cash collateral held or placed with the same counterparties.
|
|
|
(2)
|
Amount is reflected in other assets on CEQP's consolidated balance sheets.
|
Note 7
– Long-Term Debt
Long-term debt consisted of the following at
March 31, 2018
and
December 31, 2017
(
in millions
):
|
|
|
|
|
|
|
|
|
|
March 31,
2018
|
|
December 31,
2017
|
Credit Facility
|
$
|
293.0
|
|
|
$
|
318.2
|
|
2023 Senior Notes
|
700.0
|
|
|
700.0
|
|
2025 Senior Notes
|
500.0
|
|
|
500.0
|
|
Other
|
2.0
|
|
|
2.4
|
|
Less: deferred financing costs, net
|
26.6
|
|
|
28.4
|
|
Total debt
|
1,468.4
|
|
|
1,492.2
|
|
Less: current portion
|
0.9
|
|
|
0.9
|
|
Total long-term debt, less current portion
|
$
|
1,467.5
|
|
|
$
|
1,491.3
|
|
Credit Facility
At
March 31, 2018
, Crestwood Midstream had
$614.2 million
of available capacity under its credit facility considering the most restrictive debt covenants in its credit agreement. At
March 31, 2018
and
December 31, 2017
, Crestwood Midstream's outstanding standby letters of credit were
$75.5 million
and
$52.2 million
. Borrowings under the credit facility accrue interest at prime or Eurodollar based rates plus applicable spreads, which resulted in interest rates between
4.19%
and
6.25%
at
March 31, 2018
and
3.94%
and
6.00%
at
December 31, 2017
. The weighted-average interest rate as of
March 31, 2018
and
December 31, 2017
was
4.28%
and
4.11%
.
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
March 31, 2018
, the net debt to consolidated EBITDA was approximately
3.90
to 1.0, the consolidated EBITDA to consolidated interest expense was approximately
4.37
to 1.0, and the senior secured leverage ratio was
0.77
to 1.0.
The CMLP credit facility allows Crestwood Midstream to increase its available borrowings under the facility by
$350.0 million
, subject to lender approval and the satisfaction of certain other conditions, as described in the credit agreement.
Senior Notes
In March 2017, Crestwood Midstream issued
$500 million
of
5.75%
unsecured senior notes due 2025 (the 2025 Senior Notes) in a private offering. The 2025 Senior Notes will mature on April 1, 2025, and interest is payable semiannually in arrears on April 1 and October 1 of each year, beginning October 1, 2017. The net proceeds from this offering of approximately
$492 million
were used to repay amounts outstanding under certain of Crestwood Midstream's senior notes. During the
three months ended
March 31, 2017
, we recognized a loss on extinguishment of debt of approximately
$37.3 million
in conjunction with the tender of principal amounts of certain of Crestwood Midstream's senior notes. At
March 31, 2018
, Crestwood Midstream was in compliance with all of its debt covenants applicable to its credit facility and 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 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 months ended
March 31, 2018
, we excluded a weighted-average of
7,125,744
common units (representing preferred units), and a weighted-average of
7,055,735
common units (representing Crestwood Niobrara's preferred units). During the
three months ended
March 31, 2017
, we excluded a weighted-average of
6,807,223
common units (representing preferred units), a weighted-average of
7,117,610
common units (representing Crestwood Niobrara's preferred units), a weighted average of
190,852
common units (representing performance units) and a weighted-average of
438,789
common units (representing subordinated 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
Preferred Units
Subject to certain conditions, the holders of the preferred units have the right to convert their preferred units into (i) common units on a 1-for-10 basis or (ii) a number of common units determined pursuant to a conversion ratio set forth in Crestwood Equity's partnership agreement upon the occurrence of certain events, such as a change in control. The preferred units have voting rights that are identical to the voting rights of the common units and will vote with the common units as a single class, with each preferred unit entitled to one vote for each common unit into which such preferred unit is convertible, except that the preferred units are entitled to vote as a separate class on any matter on which all unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the preferred units in relation to Crestwood Equity's other securities outstanding.
Common Units
On August 4, 2017, we entered into an equity distribution agreement with certain financial institutions (each, a Manager), under which we may offer and sell from time to time through one or more of the Managers, common units having an aggregate offering price of up to
$250 million
. Common units sold pursuant to this at-the-market (ATM) equity distribution program are issued under a registration statement that became effective on April 12, 2017. We are required to pay the Managers an aggregate fee of up to
2.0%
of the gross sales price per common unit sold under our ATM equity distribution program. There were
no
units issued under our ATM equity distribution program during the three months ended March 31, 2018.
Distributions
Crestwood Equity
Limited Partners.
A summary of CEQP's limited partner quarterly cash distributions for the
three months ended
March 31, 2018
and
2017
is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Rate
|
|
Cash Distributions
(
in millions
)
|
2018
|
|
|
|
|
|
|
February 7, 2018
|
|
February 14, 2018
|
|
$
|
0.60
|
|
|
$
|
42.7
|
|
2017
|
|
|
|
|
|
|
February 7, 2017
|
|
February 14, 2017
|
|
$
|
0.60
|
|
|
$
|
41.8
|
|
On
April 19, 2018
,
we declared a distribution of
$0.60
per limited partner unit to be paid on
May 15, 2018
, to unitholders of record on
May 8, 2018
with respect to the first quarter of
2018
.
Preferred Unit Holders
.
Beginning with the distribution for the quarter ended December 31, 2017, we are required to make quarterly cash distributions to our preferred unitholders. During the
three months ended
March 31, 2018
, we made a cash distribution to our preferred unitholders of approximately
$15.0 million
. During the three months ended
March 31, 2017
, we issued
1,538,811
Preferred Units to our preferred unitholders in lieu of paying cash distributions of
$14.0 million
. On
April 19, 2018
, the board of directors of our general partner authorized a cash distribution to our preferred unitholders of approximately
$15.0 million
for the quarter ended
March 31, 2018
.
Crestwood Midstream
During the
three months ended
March 31, 2018
and
2017
, Crestwood Midstream paid cash distributions of
$60.5 million
and
$43.1 million
to Crestwood Equity.
Non-Controlling Partners
Crestwood Niobrara issued a preferred interest (Series A Preferred Units) 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. In December 2017, Crestwood Niobrara redeemed 100% of the outstanding Series A Preferred Units from GE and issued new preferred interests (Series A-2 Preferred Units) to CN Jackalope Holdings LLC (Jackalope Holdings). During the
three months ended
March 31, 2018
and
2017
, net income attributable to non-controlling partners was approximately
$4.0 million
and
$6.1 million
. During the
three months ended
March 31, 2017
, Crestwood Niobrara paid cash distributions of
$3.8 million
to GE. In April 2018, Crestwood Niobrara paid a cash distribution of
$3.3 million
to Jackalope Holdings for the quarter ended
March 31, 2018
.
Note 10
– Commitments and Contingencies
Legal Proceedings
California Trucking Lawsuit.
On March 13, 2017, a former Crestwood truck driver filed a lawsuit in the Superior Court for Kern County, California on behalf of all Crestwood Transportation LLC’s California drivers alleging that Crestwood Equity and its officers, directors and employees violated the California wage and hour laws by failing to comply with certain requirements of the laws. The plaintiffs currently include a total of
13
former and current Company drivers, however they are seeking to certify this lawsuit as a class action, which could potentially include approximately
160
drivers. On February 26, 2018, the parties entered into a memorandum of agreement (MOA) with respect to the lawsuit. The finalization of the MOA is subject to a number of conditions, including the drafting and signing of the Stipulation of Settlement of Class Action and Release of Claims, which was executed on April 16, 2018. Although our insurance policies would not cover this action, we believe we have meritorious defenses to this lawsuit and will vigorously defend ourselves. We are unable to predict the outcome or to estimate a reasonably possible loss or range of loss for this matter.
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
March 31, 2018
and
December 31, 2017
, both CEQP and CMLP had approximately
$2.3 million
and
$2.1 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 our results of operations, cash flows or financial condition.
Environmental Compliance
Our operations are subject to stringent and complex laws and regulations pertaining to worker health, safety, and the environment. We are subject to laws and regulations at the federal, state, regional 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.
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. Thereafter, we contained and cleaned up the releases, 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.
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 in April 2017, we entered into an Administrative Order on Consent (the Order) with the EPA. The Order requires us to continue to remediate and monitor the impacted area for no less than four years unless all goals of the Order are satisfied earlier. On December 13, 2017, the EPA and Crestwood signed a Combined Complaint and Consent Agreement (CCCA) whereby we agreed to pay a civil penalty of
$49,000
to the EPA and purchase emergency response equipment at an estimated cost of approximately
$173,000
for the Three Affiliated Tribes as a Supplemental Environmental Project (SEP). The CCCA and SEP concludes the EPA’s penalty phase related to this matter.
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 settlement discussions with the EPA related to the NOPV. Our discussions regarding the notice of violation continue with the Three Affiliated Tribes.
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
March 31, 2018
.
At
March 31, 2018
and
December 31, 2017
, our accrual of approximately
$1.7 million
and
$1.9 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 (including the Arrow water releases described above). We estimate that our potential liability for reasonably possible outcomes related to our environmental exposures could range from approximately
$1.7 million
to
$4.3 million
at
March 31, 2018
.
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
March 31, 2018
and
December 31, 2017
, CEQP's self-insurance reserves were
$14.3 million
and $
13.6 million
. We estimate that
$9.1 million
of this balance will be paid subsequent to
March 31, 2019
. As such, CEQP has classified
$9.1 million
in other long-term liabilities on its consolidated balance sheet at
March 31, 2018
. At
March 31, 2018
and
December 31, 2017
, CMLP's self insurance reserves were
$12.3 million
and
$11.6 million
. CMLP estimates that
$7.6 million
of this balance will be paid subsequent to
March 31, 2019
. As such, CMLP has classified
$7.6 million
in other long-term liabilities on its consolidated balance sheet at
March 31, 2018
.
Guarantees and Indemnifications.
We are involved in various joint ventures that sometimes require financial and performance guarantees. In a financial guarantee, we are obligated to make payments if the guaranteed party fails to make payments under, or violates the terms of, the financial arrangement. In a performance guarantee, we provide assurance that the guaranteed party will execute on the terms of the contract. If they do not, we are required to perform on their behalf. We also periodically provide indemnification arrangements related to assets or businesses we have sold. For a further description of our guarantees associated with our joint ventures, see Note 4, and for a further description of our guarantees associated with our assets or businesses we have sold, see our 2017 Annual Report on Form 10-K.
Our potential exposure under guarantee and indemnification arrangements can range from a specified amount to an unlimited dollar amount, depending on the nature of the claim, specificity as to duration, and the particular transaction. As of
March 31, 2018
and
December 31, 2017
, we have no amounts accrued for these guarantees.
Note 11
– Related Party Transactions
Crestwood Holdings indirectly owns both CEQP's and CMLP's general partner. The affiliates of Crestwood Holdings and its owners are considered CEQP's and CMLP's related parties. We enter into transactions with our affiliates within the ordinary course of business, including gas gathering and processing services under long-term contracts, product purchases and various operating agreements.
The following table shows transactions with our affiliates which are reflected in our consolidated statements of operations (
in millions
):
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
March 31,
|
|
2018
|
|
2017
|
Revenues at CEQP and CMLP
|
$
|
0.3
|
|
|
$
|
0.5
|
|
Costs of product/services sold at CEQP and CMLP
(1)
|
$
|
13.1
|
|
|
$
|
4.1
|
|
Operations and maintenance expenses at CEQP and CMLP
(2)
|
$
|
6.7
|
|
|
$
|
4.7
|
|
General and administrative expenses charged by CEQP to CMLP, net
(3)
|
$
|
5.6
|
|
|
$
|
5.5
|
|
General and administrative expenses at CEQP charged from Crestwood Holdings, net
(4)
|
$
|
(0.4
|
)
|
|
$
|
(0.8
|
)
|
|
|
(1)
|
Includes
$13.1 million
primarily related to purchases of NGLs from Crestwood Permian for the
three months ended
March 31, 2018
. Includes
$4.1 million
representing natural gas purchases from Sabine for the
three months ended
March 31, 2017
.
|
|
|
(2)
|
We have operating agreements with certain of our unconsolidated affiliates pursuant to which we charge them operations and maintenance expenses in accordance with their respective agreements. During the
three months ended
March 31, 2018
, we charged
$2.1 million
to Stagecoach Gas,
$1.1 million
to Tres Palacios,
$3.4 million
to Crestwood Permian and
$0.1 million
to Jackalope. During the
three months ended
March 31, 2017
, we charged
$2.6 million
to Stagecoach Gas,
$0.9 million
to Tres Palacios, and
$1.2 million
to Crestwood Permian.
|
|
|
(3)
|
Includes
$6.4 million
and
$6.3 million
of net unit-based compensation charges allocated from CEQP to CMLP for the
three months ended
March 31, 2018
and 2017. In addition, includes
$0.8 million
of CMLP's general and administrative costs allocated to CEQP during both the
three months ended
March 31, 2018
and
2017
.
|
|
|
(4)
|
Includes
$0.8 million
and
$1.0 million
unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the
three months ended
March 31, 2018
and
2017
.
|
The following table shows accounts receivable and accounts payable from our affiliates (
in millions
):
|
|
|
|
|
|
|
|
|
|
March 31,
2018
|
|
December 31,
2017
|
Accounts receivable at CEQP and CMLP
|
$
|
6.0
|
|
|
$
|
7.1
|
|
Accounts payable at CEQP
|
$
|
13.7
|
|
|
$
|
7.4
|
|
Accounts payable at CMLP
|
$
|
11.2
|
|
|
$
|
5.0
|
|
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. We assess the performance of our operating segments based on EBITDA, which is defined as income before income taxes, plus debt-related costs (interest and debt expense, net and gain (loss) on modification/extinguishment of debt) and depreciation, amortization and accretion expense.
Below is a reconciliation of CEQP's net income (loss) to EBITDA (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2018
|
|
2017
|
Net income (loss)
|
|
$
|
34.1
|
|
|
$
|
(19.4
|
)
|
Add:
|
|
|
|
|
Interest and debt expense, net
|
|
24.4
|
|
|
26.5
|
|
Loss on modification/extinguishment of debt
|
|
—
|
|
|
37.3
|
|
Benefit for income taxes
|
|
—
|
|
|
(0.1
|
)
|
Depreciation, amortization and accretion
|
|
45.1
|
|
|
48.4
|
|
EBITDA
|
|
$
|
103.6
|
|
|
$
|
92.7
|
|
Below is a reconciliation of CMLP's net income (loss) to EBITDA (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2018
|
|
2017
|
Net income (loss)
|
|
$
|
32.4
|
|
|
$
|
(21.4
|
)
|
Add:
|
|
|
|
|
Interest and debt expense, net
|
|
24.4
|
|
|
26.5
|
|
Loss on modification/extinguishment of debt
|
|
—
|
|
|
37.3
|
|
Benefit for income taxes
|
|
—
|
|
|
(0.1
|
)
|
Depreciation, amortization and accretion
|
|
47.8
|
|
|
51.2
|
|
EBITDA
|
|
$
|
104.6
|
|
|
$
|
93.5
|
|
The following tables summarize CEQP's and CMLP's reportable segment data for the
three months ended
March 31, 2018
and
2017
(
in millions
). Intersegment revenues included in the following tables are accounted for as arms-length transactions that apply our revenue recognition policies as described in Note 2. Included in earnings from unconsolidated affiliates, net below was approximately
$9.7 million
and
$7.5 million
of depreciation and amortization expense, gains (losses) on long-lived assets, net, and interest expense related to our equity investments for the
three months ended
March 31, 2018
and
2017
.
Crestwood Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
340.3
|
|
|
$
|
4.2
|
|
|
$
|
770.5
|
|
|
$
|
—
|
|
|
$
|
1,115.0
|
|
Intersegment revenues
|
41.3
|
|
|
2.0
|
|
|
(43.3
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
287.7
|
|
|
0.1
|
|
|
678.0
|
|
|
—
|
|
|
965.8
|
|
Operations and maintenance expense
|
17.7
|
|
|
0.8
|
|
|
16.0
|
|
|
—
|
|
|
34.5
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
23.9
|
|
|
23.9
|
|
Gain on long-lived assets, net
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
Earnings from unconsolidated affiliates, net
|
5.7
|
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
EBITDA
|
$
|
82.0
|
|
|
$
|
12.0
|
|
|
$
|
33.4
|
|
|
$
|
(23.8
|
)
|
|
$
|
103.6
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
101.7
|
|
|
$
|
—
|
|
|
$
|
147.6
|
|
Total assets
|
$
|
2,564.4
|
|
|
$
|
1,032.0
|
|
|
$
|
651.7
|
|
|
$
|
23.1
|
|
|
$
|
4,271.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2017
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
368.6
|
|
|
$
|
10.0
|
|
|
$
|
449.5
|
|
|
$
|
—
|
|
|
$
|
828.1
|
|
Intersegment revenues
|
30.3
|
|
|
1.8
|
|
|
(32.1
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
316.6
|
|
|
—
|
|
|
366.9
|
|
|
—
|
|
|
683.5
|
|
Operations and maintenance expense
|
17.4
|
|
|
1.1
|
|
|
15.2
|
|
|
—
|
|
|
33.7
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
26.4
|
|
|
26.4
|
|
Earnings from unconsolidated affiliates, net
|
1.6
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
EBITDA
|
$
|
66.5
|
|
|
$
|
17.2
|
|
|
$
|
35.3
|
|
|
$
|
(26.3
|
)
|
|
$
|
92.7
|
|
Crestwood Midstream
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
340.3
|
|
|
$
|
4.2
|
|
|
$
|
770.5
|
|
|
$
|
—
|
|
|
$
|
1,115.0
|
|
Intersegment revenues
|
41.3
|
|
|
2.0
|
|
|
(43.3
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
287.7
|
|
|
0.1
|
|
|
678.0
|
|
|
—
|
|
|
965.8
|
|
Operations and maintenance expense
|
17.7
|
|
|
0.8
|
|
|
16.0
|
|
|
—
|
|
|
34.5
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|
22.8
|
|
Gain on long-lived assets, net
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
Earnings from unconsolidated affiliates, net
|
5.7
|
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
EBITDA
|
$
|
82.0
|
|
|
$
|
12.0
|
|
|
$
|
33.4
|
|
|
$
|
(22.8
|
)
|
|
$
|
104.6
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
101.7
|
|
|
$
|
—
|
|
|
$
|
147.6
|
|
Total assets
|
$
|
2,748.7
|
|
|
$
|
1,032.0
|
|
|
$
|
651.7
|
|
|
$
|
16.2
|
|
|
$
|
4,448.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2017
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
Revenues
|
$
|
368.6
|
|
|
$
|
10.0
|
|
|
$
|
449.5
|
|
|
$
|
—
|
|
|
$
|
828.1
|
|
Intersegment revenues
|
30.3
|
|
|
1.8
|
|
|
(32.1
|
)
|
|
—
|
|
|
—
|
|
Costs of product/services sold
|
316.6
|
|
|
—
|
|
|
366.9
|
|
|
—
|
|
|
683.5
|
|
Operations and maintenance expense
|
17.4
|
|
|
1.1
|
|
|
15.2
|
|
|
—
|
|
|
33.7
|
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
25.5
|
|
|
25.5
|
|
Earnings from unconsolidated affiliates, net
|
1.6
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
EBITDA
|
$
|
66.5
|
|
|
$
|
17.2
|
|
|
$
|
35.3
|
|
|
$
|
(25.5
|
)
|
|
$
|
93.5
|
|
In conjunction with the adoption of the provisions of
Topic 606
, we began reporting our revenues from contracts with customers disaggregated by type of product/service sold and by commodity type for each of our segments for the three months ended March 31, 2018, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. See details in the table below for disaggregation of our revenues
(in millions)
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
Gathering
|
|
|
|
|
|
|
|
|
|
Natural gas
|
$
|
35.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35.4
|
|
Crude oil
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
Water
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
Processing
|
|
|
|
|
|
|
|
|
|
Natural gas
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
NGLs
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
Compression
|
|
|
|
|
|
|
|
|
|
Natural gas
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
Storage
|
|
|
|
|
|
|
|
|
|
Crude oil
|
0.5
|
|
|
0.6
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.9
|
|
NGLs
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
Pipeline
|
|
|
|
|
|
|
|
|
|
Crude oil
|
—
|
|
|
1.2
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.7
|
|
Transportation
|
|
|
|
|
|
|
|
|
|
|
Crude oil
|
0.6
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.8
|
|
NGLs
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
9.7
|
|
Water
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Rail Loading
|
|
|
|
|
|
|
|
|
|
Crude oil
|
—
|
|
|
4.0
|
|
|
—
|
|
|
(1.0
|
)
|
|
3.0
|
|
NGLs
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
Product Sales
|
|
|
|
|
|
|
|
|
|
Natural gas
|
13.4
|
|
|
—
|
|
|
7.8
|
|
|
(3.9
|
)
|
|
17.3
|
|
Crude oil
|
279.9
|
|
|
—
|
|
|
190.6
|
|
|
(32.3
|
)
|
|
438.2
|
|
NGLs
|
20.2
|
|
|
—
|
|
|
457.2
|
|
|
(5.1
|
)
|
|
472.3
|
|
Other
|
—
|
|
|
0.4
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.1
|
|
Total Topic 606 revenues
|
381.6
|
|
|
6.2
|
|
|
672.7
|
|
|
(43.3
|
)
|
|
1,017.2
|
|
Non-Topic 606 revenues
|
—
|
|
|
—
|
|
|
97.8
|
|
|
—
|
|
|
97.8
|
|
Total revenues
|
$
|
381.6
|
|
|
$
|
6.2
|
|
|
$
|
770.5
|
|
|
$
|
(43.3
|
)
|
|
$
|
1,115.0
|
|
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 Infrastructure, Crestwood Niobrara, Crestwood Pipeline and Storage Northeast LLC (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
March 31, 2018
and
December 31, 2017
, and for the
three months ended
March 31, 2018
and
2017
. 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
|
March 31, 2018
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
Accounts receivable
|
—
|
|
|
382.5
|
|
|
2.2
|
|
|
—
|
|
|
384.7
|
|
Inventory
|
—
|
|
|
32.3
|
|
|
—
|
|
|
—
|
|
|
32.3
|
|
Other current assets
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
16.4
|
|
Total current assets
|
7.0
|
|
|
431.2
|
|
|
2.2
|
|
|
—
|
|
|
440.4
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
—
|
|
|
2,110.4
|
|
|
—
|
|
|
—
|
|
|
2,110.4
|
|
Goodwill and intangible assets, net
|
—
|
|
|
732.7
|
|
|
—
|
|
|
—
|
|
|
732.7
|
|
Investment in consolidated affiliates
|
3,671.1
|
|
|
—
|
|
|
—
|
|
|
(3,671.1
|
)
|
|
—
|
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,162.7
|
|
|
—
|
|
|
1,162.7
|
|
Other assets
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
Total assets
|
$
|
3,678.1
|
|
|
$
|
3,276.7
|
|
|
$
|
1,164.9
|
|
|
$
|
(3,671.1
|
)
|
|
$
|
4,448.6
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners' capital
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
352.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
352.9
|
|
Other current liabilities
|
39.1
|
|
|
74.7
|
|
|
—
|
|
|
—
|
|
|
113.8
|
|
Total current liabilities
|
39.1
|
|
|
427.6
|
|
|
—
|
|
|
—
|
|
|
466.7
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion
|
1,467.1
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
1,467.5
|
|
Other long-term liabilities
|
—
|
|
|
106.0
|
|
|
57.0
|
|
|
—
|
|
|
163.0
|
|
Deferred income taxes
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
Partners' capital
|
2,171.9
|
|
|
2,742.2
|
|
|
928.9
|
|
|
(3,671.1
|
)
|
|
2,171.9
|
|
Interest of non-controlling partners in subsidiary
|
—
|
|
|
—
|
|
|
179.0
|
|
|
—
|
|
|
179.0
|
|
Total partners' capital
|
2,171.9
|
|
|
2,742.2
|
|
|
1,107.9
|
|
|
(3,671.1
|
)
|
|
2,350.9
|
|
Total liabilities and partners' capital
|
$
|
3,678.1
|
|
|
$
|
3,276.7
|
|
|
$
|
1,164.9
|
|
|
$
|
(3,671.1
|
)
|
|
$
|
4,448.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Balance Sheet
|
December 31, 2017
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Accounts receivable
|
—
|
|
|
439.7
|
|
|
2.9
|
|
|
—
|
|
|
442.6
|
|
Inventory
|
—
|
|
|
68.4
|
|
|
—
|
|
|
—
|
|
|
68.4
|
|
Other current assets
|
—
|
|
|
18.1
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
Total current assets
|
1.0
|
|
|
526.2
|
|
|
2.9
|
|
|
—
|
|
|
530.1
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
—
|
|
|
2,007.5
|
|
|
—
|
|
|
—
|
|
|
2,007.5
|
|
Goodwill and intangible assets, net
|
—
|
|
|
743.3
|
|
|
—
|
|
|
—
|
|
|
743.3
|
|
Investment in consolidated affiliates
|
3,705.4
|
|
|
—
|
|
|
—
|
|
|
(3,705.4
|
)
|
|
—
|
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
1,183.0
|
|
|
—
|
|
|
1,183.0
|
|
Other assets
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
Total assets
|
$
|
3,706.4
|
|
|
$
|
3,279.4
|
|
|
$
|
1,185.9
|
|
|
$
|
(3,705.4
|
)
|
|
$
|
4,466.3
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners' capital
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
—
|
|
|
$
|
346.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
346.8
|
|
Other current liabilities
|
20.5
|
|
|
134.0
|
|
|
—
|
|
|
—
|
|
|
154.5
|
|
Total current liabilities
|
20.5
|
|
|
480.8
|
|
|
—
|
|
|
—
|
|
|
501.3
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion
|
1,490.5
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
1,491.3
|
|
Other long-term liabilities
|
—
|
|
|
45.6
|
|
|
57.0
|
|
|
—
|
|
|
102.6
|
|
Deferred income taxes
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
Partners' capital
|
2,195.4
|
|
|
2,751.5
|
|
|
953.9
|
|
|
(3,705.4
|
)
|
|
2,195.4
|
|
Interest of non-controlling partners in subsidiary
|
—
|
|
|
—
|
|
|
175.0
|
|
|
—
|
|
|
175.0
|
|
Total partners' capital
|
2,195.4
|
|
|
2,751.5
|
|
|
1,128.9
|
|
|
(3,705.4
|
)
|
|
2,370.4
|
|
Total liabilities and partners' capital
|
$
|
3,706.4
|
|
|
$
|
3,279.4
|
|
|
$
|
1,185.9
|
|
|
$
|
(3,705.4
|
)
|
|
$
|
4,466.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Operations
|
Three Months Ended March 31, 2018
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Revenues
|
$
|
—
|
|
|
$
|
1,115.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,115.0
|
|
Costs of product/services sold
|
—
|
|
|
965.8
|
|
|
—
|
|
|
—
|
|
|
965.8
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Operations and maintenance
|
—
|
|
|
34.5
|
|
|
—
|
|
|
—
|
|
|
34.5
|
|
General and administrative
|
15.6
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
Depreciation, amortization and accretion
|
—
|
|
|
47.8
|
|
|
—
|
|
|
—
|
|
|
47.8
|
|
|
15.6
|
|
|
89.5
|
|
|
—
|
|
|
—
|
|
|
105.1
|
|
Other operating expense:
|
|
|
|
|
|
|
|
|
|
Gain on long-lived assets, net
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
Operating income (loss)
|
(15.6
|
)
|
|
60.0
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
Interest and debt expense, net
|
(24.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
Equity in net income (loss) of subsidiaries
|
68.4
|
|
|
—
|
|
|
—
|
|
|
(68.4
|
)
|
|
—
|
|
Net income (loss)
|
28.4
|
|
|
60.0
|
|
|
12.4
|
|
|
(68.4
|
)
|
|
32.4
|
|
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
28.4
|
|
|
$
|
60.0
|
|
|
$
|
8.4
|
|
|
$
|
(68.4
|
)
|
|
$
|
28.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Operations
|
Three Months Ended March 31, 2017
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Revenues
|
$
|
—
|
|
|
$
|
828.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
828.1
|
|
Costs of product/services sold
|
—
|
|
|
683.5
|
|
|
—
|
|
|
—
|
|
|
683.5
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Operations and maintenance
|
—
|
|
|
33.7
|
|
|
—
|
|
|
—
|
|
|
33.7
|
|
General and administrative
|
18.3
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
25.5
|
|
Depreciation, amortization and accretion
|
—
|
|
|
51.2
|
|
|
—
|
|
|
—
|
|
|
51.2
|
|
|
18.3
|
|
|
92.1
|
|
|
—
|
|
|
—
|
|
|
110.4
|
|
Operating income (loss)
|
(18.3
|
)
|
|
52.5
|
|
|
—
|
|
|
—
|
|
|
34.2
|
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|
8.1
|
|
Interest and debt expense, net
|
(26.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.5
|
)
|
Loss on modification/extinguishment of debt
|
(37.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.3
|
)
|
Equity in net income (loss) of subsidiaries
|
54.6
|
|
|
—
|
|
|
—
|
|
|
(54.6
|
)
|
|
—
|
|
Income (loss) before income taxes
|
(27.5
|
)
|
|
52.5
|
|
|
8.1
|
|
|
(54.6
|
)
|
|
(21.5
|
)
|
Benefit for income taxes
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Net income (loss)
|
(27.5
|
)
|
|
52.6
|
|
|
8.1
|
|
|
(54.6
|
)
|
|
(21.4
|
)
|
Net income attributable to non-controlling partners in subsidiaries
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(27.5
|
)
|
|
$
|
52.6
|
|
|
$
|
2.0
|
|
|
$
|
(54.6
|
)
|
|
$
|
(27.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Cash Flows
|
Three Months Ended March 31, 2018
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Cash flows from operating activities
|
$
|
(19.6
|
)
|
|
$
|
158.5
|
|
|
$
|
12.5
|
|
|
$
|
—
|
|
|
$
|
151.4
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
(1.2
|
)
|
|
(64.1
|
)
|
|
—
|
|
|
—
|
|
|
(65.3
|
)
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
11.5
|
|
Net proceeds from sale of assets
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
Capital distributions from consolidated affiliates
|
23.9
|
|
|
—
|
|
|
—
|
|
|
(23.9
|
)
|
|
—
|
|
Net cash provided by (used in) investing activities
|
22.7
|
|
|
(62.9
|
)
|
|
11.4
|
|
|
(23.9
|
)
|
|
(52.7
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of long-term debt
|
399.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
399.8
|
|
Payments on long-term debt
|
(425.0
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(425.4
|
)
|
Payments on capital leases
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
Distributions to partners
|
(60.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.5
|
)
|
Distributions to parent
|
—
|
|
|
—
|
|
|
(23.9
|
)
|
|
23.9
|
|
|
—
|
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
Change in intercompany balances
|
88.6
|
|
|
(88.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
2.9
|
|
|
(95.6
|
)
|
|
(23.9
|
)
|
|
23.9
|
|
|
(92.7
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
Cash at beginning of period
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
Cash at end of period
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestwood Midstream Partners LP
|
Condensed Consolidating Statement of Cash Flows
|
Three Months Ended March 31, 2017
|
(in millions)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
Cash flows from operating activities
|
$
|
(39.7
|
)
|
|
$
|
94.4
|
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
60.0
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
(0.1
|
)
|
|
(22.6
|
)
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
Capital distributions from consolidated affiliates
|
11.9
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
Net cash provided by (used in) investing activities
|
11.8
|
|
|
(22.6
|
)
|
|
10.4
|
|
|
(11.9
|
)
|
|
(12.3
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of long-term debt
|
1,154.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,154.5
|
|
Payments on long-term debt
|
(1,143.3
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(1,143.7
|
)
|
Payments on capital leases
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
Payments for debt-related deferred costs
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
Distributions to partners
|
(43.1
|
)
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(46.9
|
)
|
Distributions to parent
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
11.9
|
|
|
—
|
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
Change in intercompany balances
|
67.6
|
|
|
(67.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
27.2
|
|
|
(71.8
|
)
|
|
(15.7
|
)
|
|
11.9
|
|
|
(48.4
|
)
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
Cash at beginning of period
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
Cash at end of period
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|