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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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Commission file number
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State or other jurisdiction of incorporation or organization
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(I.R.S. Employer Identification No.)
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Crestwood Equity Partners LP
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001-34664
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Delaware
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43-1918951
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Crestwood Midstream Partners LP
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001-35377
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Delaware
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20-1647837
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811 Main Street
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Suite 3400
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Houston
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Texas
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77002
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Crestwood Equity Partners LP
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Common Units representing limited partnership interests
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CEQP
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New York Stock Exchange
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Crestwood Equity Partners LP
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Preferred Units representing limited partnership interests
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CEQP-P
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New York Stock Exchange
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Crestwood Midstream Partners LP
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None
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None
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None
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Crestwood Equity Partners LP
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Yes
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☒
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No
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☐
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Crestwood Midstream Partners LP
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Yes
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☒
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No
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☐
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Crestwood Equity Partners LP
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Yes
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☒
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No
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☐
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Crestwood Midstream Partners LP
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Yes
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☒
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No
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☐
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Crestwood Equity Partners LP
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Crestwood Midstream Partners LP
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Crestwood Equity Partners LP
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☐
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Crestwood Midstream Partners LP
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☐
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Crestwood Equity Partners LP
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Yes
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☐
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No
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☒
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Crestwood Midstream Partners LP
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Yes
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☐
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No
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☒
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Crestwood Equity Partners LP
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73,161,478
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Crestwood Midstream Partners LP
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None
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Page
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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions, except unit information)
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|||||||
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June 30,
2020 |
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December 31,
2019 |
||||
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(unaudited)
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Assets
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||||
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Current assets:
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||||
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Cash
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$
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6.7
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$
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25.7
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Accounts receivable, less allowance for doubtful accounts of $0.6 million and $0.3 million at June 30, 2020 and December 31, 2019
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165.9
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242.2
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Inventory
|
88.9
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53.7
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Assets from price risk management activities
|
44.4
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43.2
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Prepaid expenses and other current assets
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8.7
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11.6
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Total current assets
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314.6
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376.4
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Property, plant and equipment
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3,829.2
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3,612.5
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Less: accumulated depreciation
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786.8
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703.4
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Property, plant and equipment, net
|
3,042.4
|
|
|
2,909.1
|
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Intangible assets
|
1,118.1
|
|
|
1,076.3
|
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Less: accumulated amortization
|
301.0
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|
271.1
|
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Intangible assets, net
|
817.1
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|
|
805.2
|
|
||
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Goodwill
|
138.6
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|
218.9
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Operating lease right-of-use assets, net
|
44.2
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53.8
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|
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Investments in unconsolidated affiliates
|
961.9
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980.4
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Other non-current assets
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4.9
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|
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5.5
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Total assets
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$
|
5,323.7
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$
|
5,349.3
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Liabilities and capital
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Current liabilities:
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Accounts payable
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$
|
118.6
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$
|
189.2
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Accrued expenses and other liabilities
|
133.8
|
|
|
161.7
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|
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Liabilities from price risk management activities
|
32.2
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|
6.7
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|
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Current portion of long-term debt
|
0.2
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|
0.2
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Total current liabilities
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284.8
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357.8
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Long-term debt, less current portion
|
2,575.7
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2,328.3
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Other long-term liabilities
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285.7
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301.6
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Deferred income taxes
|
2.3
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|
2.6
|
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Total liabilities
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3,148.5
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|
2,990.3
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Commitments and contingencies (Note 11)
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Interest of non-controlling partner in subsidiary (Note 10)
|
430.6
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|
426.2
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Crestwood Equity Partners LP partners’ capital (73,605,008 and 72,282,942 common and subordinated units issued and outstanding at June 30, 2020 and December 31, 2019)
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1,132.6
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1,320.8
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Preferred units (71,257,445 units issued and outstanding at both June 30, 2020 and December 31, 2019)
|
612.0
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612.0
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Total partners’ capital
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1,744.6
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1,932.8
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Total liabilities and capital
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$
|
5,323.7
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$
|
5,349.3
|
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per unit data)
(unaudited)
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|||||||||||||||
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Three Months Ended
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Six Months Ended
|
||||||||||||
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June 30,
|
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June 30,
|
||||||||||||
|
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2020
|
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2019
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2020
|
|
2019
|
||||||||
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Revenues:
|
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|
||||||||
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Product revenues:
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Gathering and processing
|
$
|
30.5
|
|
|
$
|
106.2
|
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|
$
|
133.2
|
|
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$
|
215.8
|
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|
Marketing, supply and logistics
|
220.5
|
|
|
472.1
|
|
|
717.0
|
|
|
1,108.9
|
|
||||
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Related party (Note 12)
|
7.4
|
|
|
1.3
|
|
|
14.7
|
|
|
2.5
|
|
||||
|
|
258.4
|
|
|
579.6
|
|
|
864.9
|
|
|
1,327.2
|
|
||||
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Services revenues:
|
|
|
|
|
|
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|
||||||||
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Gathering and processing
|
84.0
|
|
|
93.5
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|
|
196.2
|
|
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166.2
|
|
||||
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Storage and transportation
|
3.1
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|
|
4.9
|
|
|
6.6
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|
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12.7
|
|
||||
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Marketing, supply and logistics
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7.1
|
|
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5.4
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|
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12.6
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|
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12.5
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|
||||
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Related party (Note 12)
|
0.1
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—
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0.3
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|
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—
|
|
||||
|
|
94.3
|
|
|
103.8
|
|
|
215.7
|
|
|
191.4
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||||
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Total revenues
|
352.7
|
|
|
683.4
|
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|
1,080.6
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1,518.6
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||||
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||||||||
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Costs of product/services sold (exclusive of items shown separately below):
|
|
|
|
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||||||||
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Product costs
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217.4
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|
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529.5
|
|
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742.0
|
|
|
1,183.0
|
|
||||
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Product costs - related party (Note 12)
|
3.6
|
|
|
0.9
|
|
|
6.8
|
|
|
35.3
|
|
||||
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Service costs
|
4.7
|
|
|
6.8
|
|
|
11.3
|
|
|
14.5
|
|
||||
|
Total costs of products/services sold
|
225.7
|
|
|
537.2
|
|
|
760.1
|
|
|
1,232.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
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Operating expenses and other:
|
|
|
|
|
|
|
|
||||||||
|
Operations and maintenance
|
31.6
|
|
|
34.7
|
|
|
69.2
|
|
|
63.3
|
|
||||
|
General and administrative
|
29.5
|
|
|
22.3
|
|
|
44.4
|
|
|
59.5
|
|
||||
|
Depreciation, amortization and accretion
|
61.0
|
|
|
49.3
|
|
|
117.1
|
|
|
89.1
|
|
||||
|
Loss on long-lived assets, net
|
3.8
|
|
|
—
|
|
|
4.8
|
|
|
2.0
|
|
||||
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
||||
|
Gain on acquisition
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
||||
|
|
125.9
|
|
|
(103.1
|
)
|
|
315.8
|
|
|
4.5
|
|
||||
|
Operating income
|
1.1
|
|
|
249.3
|
|
|
4.7
|
|
|
281.3
|
|
||||
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CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(in millions, except per unit data)
(unaudited)
|
|||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Earnings from unconsolidated affiliates, net
|
8.4
|
|
|
3.7
|
|
|
13.9
|
|
|
10.6
|
|
||||
|
Interest and debt expense, net
|
(34.0
|
)
|
|
(27.8
|
)
|
|
(66.6
|
)
|
|
(52.7
|
)
|
||||
|
Other income, net
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
|
Income (loss) before income taxes
|
(24.4
|
)
|
|
225.3
|
|
|
(47.8
|
)
|
|
239.4
|
|
||||
|
(Provision) benefit for income taxes
|
0.1
|
|
|
(0.3
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
||||
|
Net income (loss)
|
(24.3
|
)
|
|
225.0
|
|
|
(47.7
|
)
|
|
239.1
|
|
||||
|
Net income attributable to non-controlling partner
|
10.2
|
|
|
10.6
|
|
|
20.1
|
|
|
14.6
|
|
||||
|
Net income (loss) attributable to Crestwood Equity Partners LP
|
(34.5
|
)
|
|
214.4
|
|
|
(67.8
|
)
|
|
224.5
|
|
||||
|
Net income attributable to preferred units
|
15.0
|
|
|
15.0
|
|
|
30.0
|
|
|
30.0
|
|
||||
|
Net income (loss) attributable to partners
|
$
|
(49.5
|
)
|
|
$
|
199.4
|
|
|
$
|
(97.8
|
)
|
|
$
|
194.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Subordinated unitholders’ interest in net income
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
Common unitholders’ interest in net income (loss)
|
$
|
(49.5
|
)
|
|
$
|
198.2
|
|
|
$
|
(97.8
|
)
|
|
$
|
193.3
|
|
|
Net income (loss) per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
(0.68
|
)
|
|
$
|
2.76
|
|
|
$
|
(1.34
|
)
|
|
$
|
2.69
|
|
|
Diluted
|
$
|
(0.68
|
)
|
|
$
|
2.58
|
|
|
$
|
(1.34
|
)
|
|
$
|
2.53
|
|
|
Weighted-average limited partners’ units outstanding:
|
|
|
|
|
|
|
|||||||||
|
Basic
|
73.2
|
|
|
71.8
|
|
|
73.0
|
|
|
71.8
|
|
||||
|
Dilutive
|
—
|
|
|
11.2
|
|
|
—
|
|
|
5.2
|
|
||||
|
Diluted
|
73.2
|
|
|
83.0
|
|
|
73.0
|
|
|
77.0
|
|
||||
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
|
|||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Net income (loss)
|
$
|
(24.3
|
)
|
|
$
|
225.0
|
|
|
$
|
(47.7
|
)
|
|
$
|
239.1
|
|
|
Change in fair value of Suburban Propane Partners, L.P. units
|
—
|
|
|
0.3
|
|
|
(1.1
|
)
|
|
0.7
|
|
||||
|
Comprehensive income (loss)
|
(24.3
|
)
|
|
225.3
|
|
|
(48.8
|
)
|
|
239.8
|
|
||||
|
Comprehensive income attributable to non-controlling partner
|
10.2
|
|
|
10.6
|
|
|
20.1
|
|
|
14.6
|
|
||||
|
Comprehensive income (loss) attributable to Crestwood Equity Partners LP
|
$
|
(34.5
|
)
|
|
$
|
214.7
|
|
|
$
|
(68.9
|
)
|
|
$
|
225.2
|
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
|
||||||||||||||||||||
|
|
Preferred
|
|
Partners
|
|
|
|||||||||||||||
|
|
Units
|
|
Capital
|
|
Common Units
|
|
Subordinated Units
|
|
Capital
|
|
Total Partners’
Capital
|
|||||||||
|
Balance at December 31, 2019
|
71.3
|
|
|
$
|
612.0
|
|
|
71.9
|
|
|
0.4
|
|
|
$
|
1,320.8
|
|
|
$
|
1,932.8
|
|
|
Distributions to partners
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(45.3
|
)
|
|
(60.3
|
)
|
|||
|
Unit-based compensation charges
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(15.1
|
)
|
|
(15.1
|
)
|
|||
|
Change in fair value of Suburban Propane Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|||
|
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
3.5
|
|
|
3.5
|
|
|||
|
Net income (loss)
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
(48.3
|
)
|
|
(33.3
|
)
|
|||
|
Balance at March 31, 2020
|
71.3
|
|
|
612.0
|
|
|
73.3
|
|
|
0.4
|
|
|
1,214.7
|
|
|
1,826.7
|
|
|||
|
Distributions to partners
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(45.7
|
)
|
|
(60.7
|
)
|
|||
|
Unit-based compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.6
|
|
|
13.6
|
|
|||
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
|
Net income (loss)
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
(49.5
|
)
|
|
(34.5
|
)
|
|||
|
Balance at June 30, 2020
|
71.3
|
|
|
$
|
612.0
|
|
|
73.2
|
|
|
0.4
|
|
|
$
|
1,132.6
|
|
|
$
|
1,744.6
|
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (continued)
(in millions)
(unaudited)
|
||||||||||||||||||||||||
|
|
Preferred
|
|
Partners
|
|
|
|
|
|||||||||||||||||
|
|
Units
|
|
Capital
|
|
Common Units
|
|
Subordinated Units
|
|
Capital
|
|
Non-Controlling
Partner
|
|
Total Partners’
Capital
|
|||||||||||
|
Balance at December 31, 2018
|
71.3
|
|
|
$
|
612.0
|
|
|
71.2
|
|
|
0.4
|
|
|
$
|
1,240.5
|
|
|
$
|
181.3
|
|
|
$
|
2,033.8
|
|
|
Distributions to partners
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(43.1
|
)
|
|
(3.3
|
)
|
|
(61.4
|
)
|
||||
|
Unit-based compensation charges
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
|
17.3
|
|
||||
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(7.0
|
)
|
|
—
|
|
|
(7.0
|
)
|
||||
|
Change in fair value of Suburban Propane Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||
|
Net income (loss)
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|
4.0
|
|
|
14.1
|
|
||||
|
Balance at March 31, 2019
|
71.3
|
|
|
612.0
|
|
|
71.9
|
|
|
0.4
|
|
|
1,202.5
|
|
|
182.0
|
|
|
1,996.5
|
|
||||
|
Distributions to partners
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
(43.1
|
)
|
|
(3.3
|
)
|
|
(61.4
|
)
|
||||
|
Unit-based compensation charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
|
11.3
|
|
||||
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
||||
|
Change in fair value of Suburban Propane Partners, L.P. units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
|
Non-controlling interest reclassification (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.8
|
)
|
|
(178.8
|
)
|
||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
||||
|
Net income
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
199.4
|
|
|
—
|
|
|
214.4
|
|
||||
|
Balance at June 30, 2019
|
71.3
|
|
|
$
|
612.0
|
|
|
71.8
|
|
|
0.4
|
|
|
$
|
1,366.4
|
|
|
$
|
—
|
|
|
$
|
1,978.4
|
|
|
CRESTWOOD EQUITY PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Operating activities
|
|
|
|
||||
|
Net income (loss)
|
$
|
(47.7
|
)
|
|
$
|
239.1
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation, amortization and accretion
|
117.1
|
|
|
89.1
|
|
||
|
Amortization of debt-related deferred costs
|
3.2
|
|
|
2.9
|
|
||
|
Unit-based compensation charges
|
9.2
|
|
|
28.6
|
|
||
|
Loss on long-lived assets, net
|
4.8
|
|
|
2.0
|
|
||
|
Gain on acquisition
|
—
|
|
|
(209.4
|
)
|
||
|
Goodwill impairment
|
80.3
|
|
|
—
|
|
||
|
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
5.4
|
|
|
6.3
|
|
||
|
Deferred income taxes
|
(0.3
|
)
|
|
0.3
|
|
||
|
Changes in operating assets and liabilities
|
11.4
|
|
|
35.0
|
|
||
|
Net cash provided by operating activities
|
183.4
|
|
|
193.9
|
|
||
|
Investing activities
|
|
|
|
||||
|
Acquisitions, net of cash acquired (Note 3)
|
(162.3
|
)
|
|
(462.1
|
)
|
||
|
Purchases of property, plant and equipment
|
(143.2
|
)
|
|
(204.7
|
)
|
||
|
Investments in unconsolidated affiliates
|
(6.0
|
)
|
|
(40.9
|
)
|
||
|
Capital distributions from unconsolidated affiliates
|
18.9
|
|
|
24.2
|
|
||
|
Other
|
(0.3
|
)
|
|
(0.5
|
)
|
||
|
Net cash used in investing activities
|
(292.9
|
)
|
|
(684.0
|
)
|
||
|
Financing activities
|
|
|
|
||||
|
Proceeds from the issuance of long-term debt
|
742.5
|
|
|
1,544.0
|
|
||
|
Payments on long-term debt
|
(498.2
|
)
|
|
(1,159.5
|
)
|
||
|
Payments on finance leases
|
(1.6
|
)
|
|
(1.9
|
)
|
||
|
Payments for deferred financing costs
|
—
|
|
|
(9.0
|
)
|
||
|
Net proceeds from issuance of non-controlling interest
|
2.8
|
|
|
235.0
|
|
||
|
Distributions to partners
|
(91.0
|
)
|
|
(86.2
|
)
|
||
|
Distributions to non-controlling partner
|
(18.5
|
)
|
|
(6.6
|
)
|
||
|
Distributions to preferred unitholders
|
(30.0
|
)
|
|
(30.0
|
)
|
||
|
Taxes paid for unit-based compensation vesting
|
(15.5
|
)
|
|
(10.6
|
)
|
||
|
Other
|
—
|
|
|
(0.2
|
)
|
||
|
Net cash provided by financing activities
|
90.5
|
|
|
475.0
|
|
||
|
Net change in cash
|
(19.0
|
)
|
|
(15.1
|
)
|
||
|
Cash at beginning of period
|
25.7
|
|
|
17.2
|
|
||
|
Cash at end of period
|
$
|
6.7
|
|
|
$
|
2.1
|
|
|
Supplemental schedule of noncash investing activities
|
|
|
|
||||
|
Net change to property, plant and equipment through accounts payable and accrued expenses
|
$
|
35.9
|
|
|
$
|
(22.2
|
)
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(in millions)
|
|||||||
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
|
(unaudited)
|
|
|
||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash
|
$
|
6.1
|
|
|
$
|
25.4
|
|
|
Accounts receivable, less allowance for doubtful accounts of $0.6 million and $0.3 million at June 30, 2020 and December 31, 2019
|
165.8
|
|
|
241.9
|
|
||
|
Inventory
|
88.9
|
|
|
53.7
|
|
||
|
Assets from price risk management activities
|
44.4
|
|
|
43.2
|
|
||
|
Prepaid expenses and other current assets
|
8.7
|
|
|
11.6
|
|
||
|
Total current assets
|
313.9
|
|
|
375.8
|
|
||
|
Property, plant and equipment
|
4,159.2
|
|
|
3,942.6
|
|
||
|
Less: accumulated depreciation
|
965.5
|
|
|
875.1
|
|
||
|
Property, plant and equipment, net
|
3,193.7
|
|
|
3,067.5
|
|
||
|
Intangible assets
|
1,118.1
|
|
|
1,076.3
|
|
||
|
Less: accumulated amortization
|
301.0
|
|
|
271.1
|
|
||
|
Intangible assets, net
|
817.1
|
|
|
805.2
|
|
||
|
Goodwill
|
138.6
|
|
|
218.9
|
|
||
|
Operating lease right-of-use assets, net
|
44.2
|
|
|
53.8
|
|
||
|
Investments in unconsolidated affiliates
|
961.9
|
|
|
980.4
|
|
||
|
Other non-current assets
|
2.9
|
|
|
2.4
|
|
||
|
Total assets
|
$
|
5,472.3
|
|
|
$
|
5,504.0
|
|
|
Liabilities and capital
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable
|
$
|
116.1
|
|
|
$
|
186.6
|
|
|
Accrued expenses and other liabilities
|
132.4
|
|
|
160.4
|
|
||
|
Liabilities from price risk management activities
|
32.2
|
|
|
6.7
|
|
||
|
Current portion of long-term debt
|
0.2
|
|
|
0.2
|
|
||
|
Total current liabilities
|
280.9
|
|
|
353.9
|
|
||
|
Long-term debt, less current portion
|
2,575.7
|
|
|
2,328.3
|
|
||
|
Other long-term liabilities
|
284.0
|
|
|
295.6
|
|
||
|
Deferred income taxes
|
0.6
|
|
|
0.7
|
|
||
|
Total liabilities
|
3,141.2
|
|
|
2,978.5
|
|
||
|
Commitments and contingencies (Note 11)
|
|
|
|
||||
|
Interest of non-controlling partner in subsidiary (Note 10)
|
430.6
|
|
|
426.2
|
|
||
|
Partners’ capital
|
1,900.5
|
|
|
2,099.3
|
|
||
|
Total liabilities and capital
|
$
|
5,472.3
|
|
|
$
|
5,504.0
|
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
(unaudited)
|
|||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Product revenues:
|
|
|
|
|
|
|
|
||||||||
|
Gathering and processing
|
$
|
30.5
|
|
|
$
|
106.2
|
|
|
$
|
133.2
|
|
|
$
|
215.8
|
|
|
Marketing, supply and logistics
|
220.5
|
|
|
472.1
|
|
|
717.0
|
|
|
1,108.9
|
|
||||
|
Related party (Note 12)
|
7.4
|
|
|
1.3
|
|
|
14.7
|
|
|
2.5
|
|
||||
|
|
258.4
|
|
|
579.6
|
|
|
864.9
|
|
|
1,327.2
|
|
||||
|
Service revenues:
|
|
|
|
|
|
|
|
||||||||
|
Gathering and processing
|
84.0
|
|
|
93.5
|
|
|
196.2
|
|
|
166.2
|
|
||||
|
Storage and transportation
|
3.1
|
|
|
4.9
|
|
|
6.6
|
|
|
12.7
|
|
||||
|
Marketing, supply and logistics
|
7.1
|
|
|
5.4
|
|
|
12.6
|
|
|
12.5
|
|
||||
|
Related party (Note 12)
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
|
|
94.3
|
|
|
103.8
|
|
|
215.7
|
|
|
191.4
|
|
||||
|
Total revenues
|
352.7
|
|
|
683.4
|
|
|
1,080.6
|
|
|
1,518.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Costs of product/services sold (exclusive of items shown separately below):
|
|
|
|
|
|
|
|
||||||||
|
Product costs
|
217.4
|
|
|
529.5
|
|
|
742.0
|
|
|
1,183.0
|
|
||||
|
Product costs - related party (Note 12)
|
3.6
|
|
|
0.9
|
|
|
6.8
|
|
|
35.3
|
|
||||
|
Service costs
|
4.7
|
|
|
6.8
|
|
|
11.3
|
|
|
14.5
|
|
||||
|
Total costs of product/services sold
|
225.7
|
|
|
537.2
|
|
|
760.1
|
|
|
1,232.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Operating expenses and other:
|
|
|
|
|
|
|
|
||||||||
|
Operations and maintenance
|
31.6
|
|
|
34.7
|
|
|
69.2
|
|
|
63.3
|
|
||||
|
General and administrative
|
28.4
|
|
|
20.9
|
|
|
41.9
|
|
|
56.9
|
|
||||
|
Depreciation, amortization and accretion
|
64.6
|
|
|
52.7
|
|
|
124.2
|
|
|
96.1
|
|
||||
|
Loss on long-lived assets, net
|
3.8
|
|
|
—
|
|
|
4.8
|
|
|
2.0
|
|
||||
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
||||
|
Gain on acquisition
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
||||
|
|
128.4
|
|
|
(101.1
|
)
|
|
320.4
|
|
|
8.9
|
|
||||
|
Operating income (loss)
|
(1.4
|
)
|
|
247.3
|
|
|
0.1
|
|
|
276.9
|
|
||||
|
Earnings from unconsolidated affiliates, net
|
8.4
|
|
|
3.7
|
|
|
13.9
|
|
|
10.6
|
|
||||
|
Interest and debt expense, net
|
(34.0
|
)
|
|
(27.8
|
)
|
|
(66.6
|
)
|
|
(52.7
|
)
|
||||
|
Income (loss) before income taxes
|
(27.0
|
)
|
|
223.2
|
|
|
(52.6
|
)
|
|
234.8
|
|
||||
|
(Provision) benefit for income taxes
|
0.2
|
|
|
(0.3
|
)
|
|
0.2
|
|
|
(0.3
|
)
|
||||
|
Net income (loss)
|
(26.8
|
)
|
|
222.9
|
|
|
(52.4
|
)
|
|
234.5
|
|
||||
|
Net income attributable to non-controlling partner
|
10.2
|
|
|
10.6
|
|
|
20.1
|
|
|
14.6
|
|
||||
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(37.0
|
)
|
|
$
|
212.3
|
|
|
$
|
(72.5
|
)
|
|
$
|
219.9
|
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
|
||||
|
|
|
Total Partners’
Capital
|
||
|
Balance at December 31, 2019
|
|
$
|
2,099.3
|
|
|
Distributions to partners
|
|
(57.0
|
)
|
|
|
Unit-based compensation charges
|
|
(4.4
|
)
|
|
|
Taxes paid for unit-based compensation vesting
|
|
(15.1
|
)
|
|
|
Other
|
|
(1.1
|
)
|
|
|
Net loss
|
|
(35.5
|
)
|
|
|
Balance at March 31, 2020
|
|
1,986.2
|
|
|
|
Distributions to partners
|
|
(62.0
|
)
|
|
|
Unit-based compensation charges
|
|
13.6
|
|
|
|
Taxes paid for unit-based compensation vesting
|
|
(0.4
|
)
|
|
|
Other
|
|
0.1
|
|
|
|
Net loss
|
|
(37.0
|
)
|
|
|
Balance at June 30, 2020
|
|
$
|
1,900.5
|
|
|
|
|
Partners
|
|
Non-Controlling Partner
|
|
Total Partners’
Capital
|
||||||
|
Balance at December 31, 2018
|
|
$
|
2,028.2
|
|
|
$
|
181.3
|
|
|
$
|
2,209.5
|
|
|
Distributions to partners
|
|
(57.8
|
)
|
|
(3.3
|
)
|
|
(61.1
|
)
|
|||
|
Unit-based compensation charges
|
|
17.3
|
|
|
—
|
|
|
17.3
|
|
|||
|
Taxes paid for unit-based compensation vesting
|
|
(7.0
|
)
|
|
—
|
|
|
(7.0
|
)
|
|||
|
Other
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
|
Net income
|
|
7.6
|
|
|
4.0
|
|
|
11.6
|
|
|||
|
Balance at March 31, 2019
|
|
1,988.0
|
|
|
182.0
|
|
|
2,170.0
|
|
|||
|
Distributions to partners
|
|
(59.7
|
)
|
|
(3.3
|
)
|
|
(63.0
|
)
|
|||
|
Unit-based compensation charges
|
|
11.3
|
|
|
—
|
|
|
11.3
|
|
|||
|
Taxes paid for unit-based compensation vesting
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||
|
Non-controlling interest reclassification (Note 10)
|
|
—
|
|
|
(178.8
|
)
|
|
(178.8
|
)
|
|||
|
Other
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|||
|
Net income
|
|
212.3
|
|
|
—
|
|
|
212.3
|
|
|||
|
Balance at June 30, 2019
|
|
$
|
2,148.2
|
|
|
$
|
—
|
|
|
$
|
2,148.2
|
|
|
CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Operating activities
|
|
|
|
||||
|
Net income (loss)
|
$
|
(52.4
|
)
|
|
$
|
234.5
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation, amortization and accretion
|
124.2
|
|
|
96.1
|
|
||
|
Amortization of debt-related deferred costs
|
3.2
|
|
|
2.9
|
|
||
|
Unit-based compensation charges
|
9.2
|
|
|
28.6
|
|
||
|
Loss on long-lived assets, net
|
4.8
|
|
|
2.0
|
|
||
|
Goodwill impairment
|
80.3
|
|
|
—
|
|
||
|
Gain on acquisition
|
—
|
|
|
(209.4
|
)
|
||
|
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
5.4
|
|
|
6.3
|
|
||
|
Deferred income taxes
|
(0.1
|
)
|
|
0.2
|
|
||
|
Changes in operating assets and liabilities
|
6.5
|
|
|
33.9
|
|
||
|
Net cash provided by operating activities
|
181.1
|
|
|
195.1
|
|
||
|
Investing activities
|
|
|
|
||||
|
Acquisitions, net of cash acquired (Note 3)
|
(162.3
|
)
|
|
(462.1
|
)
|
||
|
Purchases of property, plant and equipment
|
(143.2
|
)
|
|
(204.7
|
)
|
||
|
Investments in unconsolidated affiliates
|
(6.0
|
)
|
|
(40.9
|
)
|
||
|
Capital distributions from unconsolidated affiliates
|
18.9
|
|
|
24.2
|
|
||
|
Other
|
(0.3
|
)
|
|
(0.5
|
)
|
||
|
Net cash used in investing activities
|
(292.9
|
)
|
|
(684.0
|
)
|
||
|
Financing activities
|
|
|
|
||||
|
Proceeds from the issuance of long-term debt
|
742.5
|
|
|
1,544.0
|
|
||
|
Payments on long-term debt
|
(498.2
|
)
|
|
(1,159.5
|
)
|
||
|
Payments on finance leases
|
(1.6
|
)
|
|
(1.9
|
)
|
||
|
Payments for deferred financing costs
|
—
|
|
|
(9.0
|
)
|
||
|
Net proceeds from issuance of non-controlling interest
|
2.8
|
|
|
235.0
|
|
||
|
Distributions to partners
|
(119.0
|
)
|
|
(117.5
|
)
|
||
|
Distributions to non-controlling partner
|
(18.5
|
)
|
|
(6.6
|
)
|
||
|
Taxes paid for unit-based compensation vesting
|
(15.5
|
)
|
|
(10.6
|
)
|
||
|
Net cash provided by financing activities
|
92.5
|
|
|
473.9
|
|
||
|
Net change in cash
|
(19.3
|
)
|
|
(15.0
|
)
|
||
|
Cash at beginning of period
|
25.4
|
|
|
16.5
|
|
||
|
Cash at end of period
|
$
|
6.1
|
|
|
$
|
1.5
|
|
|
Supplemental schedule of noncash investing activities
|
|
|
|
||||
|
Net change to property, plant and equipment through accounts payable and accrued expenses
|
$
|
35.9
|
|
|
$
|
(22.2
|
)
|
|
|
|
|
Impairment during the
six months ended
|
|
|
||||||
|
|
December 31, 2019
|
|
June 30, 2020
|
|
June 30, 2020
|
||||||
|
Gathering and Processing
|
|
|
|
|
|
||||||
|
Arrow
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
45.9
|
|
|
Powder River Basin
|
80.3
|
|
|
80.3
|
|
|
—
|
|
|||
|
Marketing, Supply and Logistics
|
|
|
|
|
|
||||||
|
NGL Marketing and Logistics
|
92.7
|
|
|
—
|
|
|
92.7
|
|
|||
|
Total
|
$
|
218.9
|
|
|
$
|
80.3
|
|
|
$
|
138.6
|
|
|
|
CEQP
|
|
CMLP
|
||||||||||||
|
|
June 30,
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Accrued expenses
|
$
|
35.1
|
|
|
$
|
61.6
|
|
|
$
|
33.7
|
|
|
$
|
60.3
|
|
|
Accrued property taxes
|
8.2
|
|
|
6.1
|
|
|
8.2
|
|
|
6.1
|
|
||||
|
Income tax payable
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
||||
|
Interest payable
|
25.0
|
|
|
25.6
|
|
|
25.0
|
|
|
25.6
|
|
||||
|
Accrued additions to property, plant and equipment
|
14.9
|
|
|
38.0
|
|
|
14.9
|
|
|
38.0
|
|
||||
|
Contingent consideration
|
19.0
|
|
|
—
|
|
|
19.0
|
|
|
—
|
|
||||
|
Operating leases
|
17.8
|
|
|
18.1
|
|
|
17.8
|
|
|
18.1
|
|
||||
|
Finance leases
|
3.3
|
|
|
3.2
|
|
|
3.3
|
|
|
3.2
|
|
||||
|
Deferred revenue
|
10.2
|
|
|
8.8
|
|
|
10.2
|
|
|
8.8
|
|
||||
|
Total accrued expenses and other liabilities
|
$
|
133.8
|
|
|
$
|
161.7
|
|
|
$
|
132.4
|
|
|
$
|
160.4
|
|
|
|
CEQP
|
|
CMLP
|
||||||||||||
|
|
June 30,
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Contract liabilities
|
$
|
159.6
|
|
|
$
|
144.7
|
|
|
$
|
159.6
|
|
|
$
|
144.7
|
|
|
Contingent consideration
|
38.0
|
|
|
57.0
|
|
|
38.0
|
|
|
57.0
|
|
||||
|
Operating leases
|
32.9
|
|
|
41.5
|
|
|
32.9
|
|
|
41.5
|
|
||||
|
Asset retirement obligations
|
34.6
|
|
|
33.3
|
|
|
34.6
|
|
|
33.3
|
|
||||
|
Other
|
20.6
|
|
|
25.1
|
|
|
18.9
|
|
|
19.1
|
|
||||
|
Total other long-term liabilities
|
$
|
285.7
|
|
|
$
|
301.6
|
|
|
$
|
284.0
|
|
|
$
|
295.6
|
|
|
|
Investment
|
|
Earnings (Loss) from Unconsolidated Affiliates
|
|
Earnings (Loss) from
Unconsolidated Affiliates
|
||||||||||||||||||
|
|
June 30,
|
|
December 31,
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||
|
Stagecoach Gas Services LLC(1)
|
$
|
802.8
|
|
|
$
|
814.4
|
|
|
$
|
9.2
|
|
|
$
|
6.4
|
|
|
$
|
18.4
|
|
|
$
|
13.4
|
|
|
Crestwood Permian Basin Holdings LLC(2)
|
114.7
|
|
|
121.8
|
|
|
(1.0
|
)
|
|
(3.3
|
)
|
|
(0.2
|
)
|
|
(6.7
|
)
|
||||||
|
Tres Palacios Holdings LLC(3)
|
40.6
|
|
|
35.9
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
||||||
|
Powder River Basin Industrial Complex, LLC(4)
|
3.8
|
|
|
8.3
|
|
|
0.1
|
|
|
—
|
|
|
(4.4
|
)
|
|
(0.1
|
)
|
||||||
|
Jackalope Gas Gathering Services, L.L.C.(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
3.7
|
|
||||||
|
Total
|
$
|
961.9
|
|
|
$
|
980.4
|
|
|
$
|
8.4
|
|
|
$
|
3.7
|
|
|
$
|
13.9
|
|
|
$
|
10.6
|
|
|
(1)
|
As of June 30, 2020, our equity in the underlying net assets of Stagecoach Gas Services LLC (Stagecoach Gas) exceeded our investment balance by approximately $51.3 million. This excess amount is entirely attributable to goodwill and, as such, is not subject to amortization. Our Stagecoach Gas investment is included in our storage and transportation segment.
|
|
(2)
|
As of June 30, 2020, our equity in the underlying net assets of Crestwood Permian exceeded our investment balance by $9.7 million, and this excess amount is not subject to amortization. Our Crestwood Permian investment is included in our gathering and processing segment.
|
|
(3)
|
As of June 30, 2020, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded our investment balance by approximately $23.4 million. Our Tres Holdings investment is included in our storage and transportation segment.
|
|
(4)
|
As of June 30, 2020, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) approximates our investment balance. During the first quarter of 2020, we recorded our share of a long-lived asset impairment recorded by our PRBIC equity investment, which eliminated our $5.5 million historical basis difference between our investment balance and the equity in the underlying net assets of PRBIC, and also resulted in a $4.5 million reduction in our earnings from unconsolidated affiliates during the six months ended June 30, 2020. Our PRBIC investment is included in our storage and transportation segment.
|
|
(5)
|
On April 9, 2019, Crestwood Niobrara acquired Williams 50% equity interest in Jackalope, and as a result, Crestwood Niobrara controls and owns 100% of the equity interests in Jackalope. As a result of this transaction, we eliminated our historical equity investment in Jackalope and began consolidating Jackalope’s operations. Our Jackalope investment was included in our gathering and processing segment.
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||||||||||
|
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income (Loss)
|
|
Operating Revenues
|
|
Operating Expenses
|
|
Net Income (Loss)
|
||||||||||||
|
Stagecoach Gas
|
$
|
75.6
|
|
|
$
|
38.9
|
|
|
$
|
36.8
|
|
|
$
|
79.1
|
|
|
$
|
40.4
|
|
|
$
|
38.9
|
|
|
Other(1)
|
53.5
|
|
|
76.1
|
|
|
(21.6
|
)
|
|
55.4
|
|
|
62.2
|
|
|
(7.9
|
)
|
||||||
|
Total
|
$
|
129.1
|
|
|
$
|
115.0
|
|
|
$
|
15.2
|
|
|
$
|
134.5
|
|
|
$
|
102.6
|
|
|
$
|
31.0
|
|
|
(1)
|
Includes our Crestwood Permian, Tres Holdings and PRBIC equity investments during the six months ended June 30, 2020 and 2019, and our Jackalope equity investment during the six months ended June 30, 2019 (prior to the acquisition of the remaining 50% equity interest from Williams in April 2019). 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 Tres Holdings equity investment of $0.6 million during both the six months ended June 30, 2020 and 2019. We recorded amortization of the excess basis in our PRBIC equity investment of $0.2 million during the six months ended June 30, 2019. We recorded amortization of the excess basis in the Jackalope equity investment of less than $0.1 million during the six months ended June 30, 2019.
|
|
|
|
Distributions(1)
|
|
Contributions
|
||||||||||||
|
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Stagecoach Gas
|
|
$
|
30.0
|
|
|
$
|
25.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Crestwood Permian
|
|
6.7
|
|
|
2.9
|
|
|
—
|
|
|
10.0
|
|
||||
|
Tres Holdings
|
|
1.4
|
|
|
1.2
|
|
|
6.0
|
|
|
6.3
|
|
||||
|
PRBIC
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
|
Jackalope
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
24.4
|
|
||||
|
Total
|
|
$
|
38.2
|
|
|
$
|
41.1
|
|
|
$
|
6.0
|
|
|
$
|
40.9
|
|
|
(1)
|
In July 2020, we received cash distributions from Stagecoach Gas, Crestwood Permian and Tres Holdings of approximately $14.5 million, $1.8 million and $3.0 million, respectively.
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Product revenues
|
|
$
|
18.0
|
|
|
$
|
40.2
|
|
|
$
|
93.0
|
|
|
$
|
144.3
|
|
|
Gain reflected in costs of product/services sold
|
|
$
|
6.8
|
|
|
$
|
9.9
|
|
|
$
|
28.8
|
|
|
$
|
7.0
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
|
Fixed Price
Payor
|
|
Fixed Price
Receiver
|
||||
|
Propane, ethane, butane, heating oil and crude oil (MMBbls)
|
64.4
|
|
|
69.8
|
|
|
33.5
|
|
|
36.6
|
|
|
Natural gas (Bcf)
|
10.2
|
|
|
17.5
|
|
|
3.7
|
|
|
8.7
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Aggregate fair value of derivative instruments with credit-risk-related contingent features(1)
|
$
|
20.3
|
|
|
$
|
1.6
|
|
|
NYMEX-related net derivative asset (liability) position
|
$
|
1.9
|
|
|
$
|
(28.8
|
)
|
|
NYMEX-related cash collateral posted
|
$
|
26.8
|
|
|
$
|
40.4
|
|
|
Cash collateral received, net
|
$
|
21.1
|
|
|
$
|
16.9
|
|
|
(1)
|
At June 30, 2020 and December 31, 2019, we posted less than $0.1 million of collateral associated with these derivatives.
|
|
•
|
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and US government treasury securities.
|
|
•
|
Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter (OTC) forwards, options and physical exchanges.
|
|
•
|
Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
2023 Senior Notes
|
$
|
695.9
|
|
|
$
|
623.0
|
|
|
$
|
695.1
|
|
|
$
|
714.0
|
|
|
2025 Senior Notes
|
$
|
495.0
|
|
|
$
|
435.0
|
|
|
$
|
494.4
|
|
|
$
|
514.4
|
|
|
2027 Senior Notes
|
$
|
592.6
|
|
|
$
|
499.2
|
|
|
$
|
592.1
|
|
|
$
|
610.1
|
|
|
|
June 30, 2020
|
||||||||||||||||||||||||||
|
|
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
|
$
|
26.2
|
|
|
$
|
187.8
|
|
|
$
|
—
|
|
|
$
|
214.0
|
|
|
$
|
(186.3
|
)
|
|
$
|
16.7
|
|
|
$
|
44.4
|
|
|
Suburban Propane Partners, L.P. units(2)
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||||
|
Total assets at fair value
|
$
|
28.2
|
|
|
$
|
187.8
|
|
|
$
|
—
|
|
|
$
|
216.0
|
|
|
$
|
(186.3
|
)
|
|
$
|
16.7
|
|
|
$
|
46.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Liabilities from price risk management
|
$
|
29.7
|
|
|
$
|
177.8
|
|
|
$
|
—
|
|
|
$
|
207.5
|
|
|
$
|
(186.3
|
)
|
|
$
|
11.0
|
|
|
$
|
32.2
|
|
|
Total liabilities at fair value
|
$
|
29.7
|
|
|
$
|
177.8
|
|
|
$
|
—
|
|
|
$
|
207.5
|
|
|
$
|
(186.3
|
)
|
|
$
|
11.0
|
|
|
$
|
32.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
December 31, 2019
|
||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Contract Netting(1)
|
|
Collateral/Margin Received or Paid
|
|
Fair Value
|
||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Assets from price risk management
|
$
|
3.7
|
|
|
$
|
164.0
|
|
|
$
|
—
|
|
|
$
|
167.7
|
|
|
$
|
(122.3
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
43.2
|
|
|
Suburban Propane Partners, L.P. units(2)
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||||
|
Total assets at fair value
|
$
|
6.8
|
|
|
$
|
164.0
|
|
|
$
|
—
|
|
|
$
|
170.8
|
|
|
$
|
(122.3
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
46.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Liabilities from price risk management
|
$
|
2.8
|
|
|
$
|
151.9
|
|
|
$
|
—
|
|
|
$
|
154.7
|
|
|
$
|
(122.3
|
)
|
|
$
|
(25.7
|
)
|
|
$
|
6.7
|
|
|
Total liabilities at fair value
|
$
|
2.8
|
|
|
$
|
151.9
|
|
|
$
|
—
|
|
|
$
|
154.7
|
|
|
$
|
(122.3
|
)
|
|
$
|
(25.7
|
)
|
|
$
|
6.7
|
|
|
(1)
|
Amounts represent the impact of legally enforceable master netting agreements that allow us to settle positive and negative positions.
|
|
(2)
|
Amount is reflected in other assets on CEQP’s consolidated balance sheets.
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
Credit Facility
|
$
|
801.2
|
|
|
$
|
557.0
|
|
|
2023 Senior Notes
|
700.0
|
|
|
700.0
|
|
||
|
2025 Senior Notes
|
500.0
|
|
|
500.0
|
|
||
|
2027 Senior Notes
|
600.0
|
|
|
600.0
|
|
||
|
Other
|
0.6
|
|
|
0.6
|
|
||
|
Less: deferred financing costs, net
|
25.9
|
|
|
29.1
|
|
||
|
Total debt
|
2,575.9
|
|
|
2,328.5
|
|
||
|
Less: current portion
|
0.2
|
|
|
0.2
|
|
||
|
Total long-term debt, less current portion
|
$
|
2,575.7
|
|
|
$
|
2,328.3
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30,
|
|
June 30,
|
||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
|
Preferred units (1)
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|
7.1
|
|
|
Crestwood Niobrara’s preferred units(1)
|
8.2
|
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
Unit-based compensation performance units(1)
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
Subordinated units(1)
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
(1)
|
For additional information regarding the potential conversion/redemption of our preferred units and Crestwood Niobrara’s preferred units to CEQP common units, and of our performance units and subordinated units, see our 2019 Annual Report on Form 10-K.
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Common unitholders’ interest in net income (loss)
|
|
$
|
(49.5
|
)
|
|
$
|
198.2
|
|
|
$
|
(97.8
|
)
|
|
$
|
193.3
|
|
|
Dilutive effect of net income attributable to preferred units
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
||||
|
Dilutive effect of net income attributable to subordinated units
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||
|
Diluted net income (loss)
|
|
$
|
(49.5
|
)
|
|
$
|
214.4
|
|
|
$
|
(97.8
|
)
|
|
$
|
194.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted-average limited partners’ units outstanding - basic
|
|
73.2
|
|
|
71.8
|
|
|
73.0
|
|
|
71.8
|
|
||||
|
Dilutive effect of preferred units
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
||||
|
Dilutive effect of Crestwood Niobrara preferred units
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
4.5
|
|
||||
|
Dilutive effect of stock-based compensation performance units
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
|
Dilutive effect of subordinated units
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
|
Weighted-average limited partners’ units outstanding - diluted
|
|
73.2
|
|
|
83.0
|
|
|
73.0
|
|
|
77.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings per unit:
|
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss) per limited partner unit
|
|
$
|
(0.68
|
)
|
|
$
|
2.76
|
|
|
$
|
(1.34
|
)
|
|
$
|
2.69
|
|
|
Diluted earnings per unit:
|
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss) per limited partner unit
|
|
$
|
(0.68
|
)
|
|
$
|
2.58
|
|
|
$
|
(1.34
|
)
|
|
$
|
2.53
|
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Rate
|
|
Cash Distributions
(in millions)
|
||||
|
2020
|
|
|
|
|
|
|
||||
|
February 7, 2020
|
|
February 14, 2020
|
|
$
|
0.625
|
|
|
$
|
45.3
|
|
|
May 8, 2020
|
|
May 15, 2020
|
|
0.625
|
|
|
45.7
|
|
||
|
|
|
|
|
|
|
$
|
91.0
|
|
||
|
2019
|
|
|
|
|
|
|
||||
|
February 7, 2019
|
|
February 14, 2019
|
|
$
|
0.60
|
|
|
$
|
43.1
|
|
|
May 8, 2019
|
|
May 15, 2019
|
|
0.60
|
|
|
43.1
|
|
||
|
|
|
|
|
|
|
$
|
86.2
|
|
||
|
Balance at December 31, 2019
|
|
$
|
426.2
|
|
|
Contributions from non-controlling partner
|
|
2.8
|
|
|
|
Distributions to non-controlling partner
|
|
(18.5
|
)
|
|
|
Net income attributable to non-controlling partner
|
|
20.1
|
|
|
|
Balance at June 30, 2020
|
|
$
|
430.6
|
|
|
Balance at December 31, 2018
|
|
$
|
—
|
|
|
Reclassification of Series A-2 Preferred Units
|
|
178.8
|
|
|
|
Issuance of Series A-3 Preferred Units
|
|
235.0
|
|
|
|
Net income attributable to non-controlling partner
|
|
10.6
|
|
|
|
Balance at June 30, 2019
|
|
$
|
424.4
|
|
|
|
CEQP
|
|
CMLP
|
||||||||||||
|
|
June 30, 2020
|
|
December 31, 2019
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
|
Self-insurance reserves(1)
|
$
|
9.4
|
|
|
$
|
9.7
|
|
|
$
|
8.3
|
|
|
$
|
8.3
|
|
|
(1)
|
At June 30, 2020, CEQP and CMLP classified approximately $6.2 million and $5.2 million, respectively of these reserves as other long-term liabilities on their consolidated balance sheets.
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2020
|
|
2019
|
||||
|
Operating Leases
|
|
|
|
||||
|
Operating lease right-of-use assets, net
|
$
|
44.2
|
|
|
$
|
53.8
|
|
|
|
|
|
|
||||
|
Accrued expenses and other liabilities
|
$
|
17.8
|
|
|
$
|
18.1
|
|
|
Long-term operating lease liabilities
|
32.9
|
|
|
41.5
|
|
||
|
Total operating lease liabilities
|
$
|
50.7
|
|
|
$
|
59.6
|
|
|
Finance Leases
|
|
|
|
||||
|
Property, plant and equipment
|
$
|
14.9
|
|
|
$
|
14.9
|
|
|
Less: accumulated depreciation
|
7.2
|
|
|
5.4
|
|
||
|
Property, plant and equipment, net
|
$
|
7.7
|
|
|
$
|
9.5
|
|
|
|
|
|
|
||||
|
Accrued expenses and other liabilities
|
$
|
3.3
|
|
|
$
|
3.2
|
|
|
Other long-term liabilities
|
3.6
|
|
|
5.2
|
|
||
|
Total finance lease liabilities
|
$
|
6.9
|
|
|
$
|
8.4
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Revenues at CEQP and CMLP(1)
|
$
|
7.5
|
|
|
$
|
1.3
|
|
|
$
|
15.0
|
|
|
$
|
2.5
|
|
|
Costs of product/services sold at CEQP and CMLP(2)
|
$
|
3.6
|
|
|
$
|
0.9
|
|
|
$
|
6.8
|
|
|
$
|
35.3
|
|
|
Operations and maintenance expenses charged by CEQP and CMLP(3)
|
$
|
5.5
|
|
|
$
|
5.9
|
|
|
$
|
11.7
|
|
|
$
|
13.4
|
|
|
General and administrative expenses charged by CEQP to CMLP, net(4)
|
$
|
10.9
|
|
|
$
|
10.1
|
|
|
$
|
18.0
|
|
|
$
|
21.1
|
|
|
General and administrative expenses at CEQP charged to (from) Crestwood Holdings, net(5)
|
$
|
(1.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
11.3
|
|
|
$
|
(5.3
|
)
|
|
(1)
|
Includes $7.5 million and $15.0 million during the three and six months ended June 30, 2020 related to the sale of NGLs to a subsidiary of Crestwood Permian and $1.3 million and $2.5 million during the three and six months ended June 30, 2019 related to the sale of natural gas to a subsidiary of Stagecoach Gas.
|
|
(2)
|
Includes (i) $3.2 million and $6.4 million during the three and six months ended June 30, 2020 and $0.9 million and $9.1 million during the three and six months ended June 30, 2019 related to purchases of NGLs from a subsidiary of Crestwood Permian; (ii) $0.1 million during both the three and six months ended June 30, 2020 related to purchases from a subsidiary of Tres Palacios Holdings, (iii) less than $0.1 million and $2.3 million during the three and six months ended June 30, 2019 related to purchases of natural gas from a subsidiary of Stagecoach Gas; and (iv) $0.3 million during both the three and six months ended June 30, 2020 and less than $0.1 million and $23.9 million during the three and six months ended June 30, 2019 related to an agency marketing agreement with Ascent Resources - Utica, LLC, an affiliate of Crestwood Holdings.
|
|
(3)
|
We have operating agreements with certain of our unconsolidated affiliates pursuant to which we charge them operations and maintenance expenses in accordance with their respective agreements, and these charges are reflected as a reduction of operations and maintenance expenses in our consolidated statements of operations. During the three and six months ended June 30, 2020, we charged $1.6 million and $3.3 million to Stagecoach Gas, $1.1 million and $2.2 million to Tres Palacios, and $2.8 million and $6.2 million to Crestwood Permian under these agreements. During the three and six months ended June 30, 2019, we charged $1.9 million and $3.9 million to Stagecoach Gas, $1.0 million and $2.2 million to Tres Palacios, and $3.0 million and $6.8 million to Crestwood Permian. During the six months ended June 30, 2019, we charged $0.5 million to Jackalope under an operating agreement prior to our acquisition of the remaining 50% equity interest in Jackalope in Williams.
|
|
(4)
|
Includes $11.9 million and $20.1 million of unit-based compensation charges allocated from CEQP to CMLP for the three and six months ended June 30, 2020 and $11.0 million and $22.9 million for the three and six months ended June 30, 2019. In addition, includes $1.0 million and $2.1 million of CMLP’s general and administrative costs allocated to CEQP during the three and six months ended June 30, 2020 and $0.9 million and $1.8 million during the three and six months ended June 30, 2019.
|
|
(5)
|
Includes $1.7 million of unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the three months ended June 30, 2020, a $10.9 million reduction of unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the six months ended June 30, 2020 and $0.2 million and $5.6 million of unit-based compensation charges allocated from Crestwood Holdings to CEQP and CMLP during the three and six months ended June 30, 2019. In addition, includes $0.2 million and $0.4 million of CEQP’s general and administrative costs allocated to Crestwood Holdings during the three and six months ended June 30, 2020 and $0.1 million and $0.3 million during the three and six months ended June 30, 2019.
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
Accounts receivable at CEQP and CMLP
|
$
|
10.9
|
|
|
$
|
7.3
|
|
|
Accounts payable at CEQP
|
$
|
6.9
|
|
|
$
|
15.6
|
|
|
Accounts payable at CMLP
|
$
|
4.5
|
|
|
$
|
13.1
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Net income (loss)
|
$
|
(24.3
|
)
|
|
$
|
225.0
|
|
|
$
|
(47.7
|
)
|
|
$
|
239.1
|
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
|
Interest and debt expense, net
|
34.0
|
|
|
27.8
|
|
|
66.6
|
|
|
52.7
|
|
||||
|
Provision (benefit) for income taxes
|
(0.1
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
|
0.3
|
|
||||
|
Depreciation, amortization and accretion
|
61.0
|
|
|
49.3
|
|
|
117.1
|
|
|
89.1
|
|
||||
|
EBITDA
|
$
|
70.6
|
|
|
$
|
302.4
|
|
|
$
|
135.9
|
|
|
$
|
381.2
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Net income (loss)
|
$
|
(26.8
|
)
|
|
$
|
222.9
|
|
|
$
|
(52.4
|
)
|
|
$
|
234.5
|
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
|
Interest and debt expense, net
|
34.0
|
|
|
27.8
|
|
|
66.6
|
|
|
52.7
|
|
||||
|
Provision (benefit) for income taxes
|
(0.2
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|
0.3
|
|
||||
|
Depreciation, amortization and accretion
|
64.6
|
|
|
52.7
|
|
|
124.2
|
|
|
96.1
|
|
||||
|
EBITDA
|
$
|
71.6
|
|
|
$
|
303.7
|
|
|
$
|
138.2
|
|
|
$
|
383.6
|
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
|
Revenues
|
$
|
114.5
|
|
|
$
|
3.1
|
|
|
$
|
235.1
|
|
|
$
|
—
|
|
|
$
|
352.7
|
|
|
Intersegment revenues
|
14.3
|
|
|
2.4
|
|
|
(16.7
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Costs of product/services sold
|
21.3
|
|
|
0.1
|
|
|
204.3
|
|
|
—
|
|
|
225.7
|
|
|||||
|
Operations and maintenance expense
|
19.3
|
|
|
0.7
|
|
|
11.6
|
|
|
—
|
|
|
31.6
|
|
|||||
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
29.5
|
|
|
29.5
|
|
|||||
|
Loss on long-lived assets, net
|
(3.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(3.8
|
)
|
|||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(1.0
|
)
|
|
9.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|||||
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||
|
EBITDA
|
$
|
83.6
|
|
|
$
|
14.1
|
|
|
$
|
2.3
|
|
|
$
|
(29.4
|
)
|
|
$
|
70.6
|
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
|
Total assets
|
$
|
3,589.8
|
|
|
$
|
964.7
|
|
|
$
|
736.9
|
|
|
$
|
32.3
|
|
|
$
|
5,323.7
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
|
Revenues
|
$
|
199.7
|
|
|
$
|
4.9
|
|
|
$
|
478.8
|
|
|
$
|
—
|
|
|
$
|
683.4
|
|
|
Intersegment revenues
|
25.4
|
|
|
3.2
|
|
|
(28.6
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Costs of product/services sold
|
108.9
|
|
|
—
|
|
|
428.3
|
|
|
—
|
|
|
537.2
|
|
|||||
|
Operations and maintenance expense
|
24.6
|
|
|
0.9
|
|
|
9.2
|
|
|
—
|
|
|
34.7
|
|
|||||
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
22.3
|
|
|
22.3
|
|
|||||
|
Gain (loss) on long-lived assets, net
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||||
|
Gain on acquisition
|
209.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209.4
|
|
|||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(2.8
|
)
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||
|
EBITDA
|
$
|
298.0
|
|
|
$
|
13.7
|
|
|
$
|
12.7
|
|
|
$
|
(22.0
|
)
|
|
$
|
302.4
|
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
|
Revenues
|
$
|
329.4
|
|
|
$
|
6.6
|
|
|
$
|
744.6
|
|
|
$
|
—
|
|
|
$
|
1,080.6
|
|
|
Intersegment revenues
|
54.3
|
|
|
5.0
|
|
|
(59.3
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Costs of product/services sold
|
129.6
|
|
|
0.3
|
|
|
630.2
|
|
|
—
|
|
|
760.1
|
|
|||||
|
Operations and maintenance expense
|
46.3
|
|
|
2.1
|
|
|
20.8
|
|
|
—
|
|
|
69.2
|
|
|||||
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|
44.4
|
|
|||||
|
Loss on long-lived assets, net
|
(4.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||||
|
Goodwill impairment
|
(80.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80.3
|
)
|
|||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(0.2
|
)
|
|
14.1
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|||||
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
|
EBITDA
|
$
|
122.7
|
|
|
$
|
23.3
|
|
|
$
|
34.1
|
|
|
$
|
(44.2
|
)
|
|
$
|
135.9
|
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
|
Total assets
|
$
|
3,589.8
|
|
|
$
|
964.7
|
|
|
$
|
736.9
|
|
|
$
|
32.3
|
|
|
$
|
5,323.7
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
|
Revenues
|
$
|
382.0
|
|
|
$
|
12.7
|
|
|
$
|
1,123.9
|
|
|
$
|
—
|
|
|
$
|
1,518.6
|
|
|
Intersegment revenues
|
78.2
|
|
|
6.8
|
|
|
(85.0
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Costs of product/services sold
|
246.9
|
|
|
—
|
|
|
985.9
|
|
|
—
|
|
|
1,232.8
|
|
|||||
|
Operations and maintenance expense
|
42.7
|
|
|
1.9
|
|
|
18.7
|
|
|
—
|
|
|
63.3
|
|
|||||
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
59.5
|
|
|
59.5
|
|
|||||
|
Gain (loss) on long-lived assets, net
|
(2.0
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
(2.0
|
)
|
|||||
|
Gain on acquisition
|
209.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209.4
|
|
|||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(3.0
|
)
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|||||
|
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
|
EBITDA
|
$
|
375.0
|
|
|
$
|
31.2
|
|
|
$
|
34.1
|
|
|
$
|
(59.1
|
)
|
|
$
|
381.2
|
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
|
Revenues
|
$
|
114.5
|
|
|
$
|
3.1
|
|
|
$
|
235.1
|
|
|
$
|
—
|
|
|
$
|
352.7
|
|
|
Intersegment revenues
|
14.3
|
|
|
2.4
|
|
|
(16.7
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Costs of product/services sold
|
21.3
|
|
|
0.1
|
|
|
204.3
|
|
|
—
|
|
|
225.7
|
|
|||||
|
Operations and maintenance expense
|
19.3
|
|
|
0.7
|
|
|
11.6
|
|
|
—
|
|
|
31.6
|
|
|||||
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
28.4
|
|
|
28.4
|
|
|||||
|
Loss on long-lived assets, net
|
(3.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(3.8
|
)
|
|||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(1.0
|
)
|
|
9.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|||||
|
EBITDA
|
$
|
83.6
|
|
|
$
|
14.1
|
|
|
$
|
2.3
|
|
|
$
|
(28.4
|
)
|
|
$
|
71.6
|
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
|
Total assets
|
$
|
3,742.1
|
|
|
$
|
964.7
|
|
|
$
|
736.9
|
|
|
$
|
28.6
|
|
|
$
|
5,472.3
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
|
Revenues
|
$
|
199.7
|
|
|
$
|
4.9
|
|
|
$
|
478.8
|
|
|
$
|
—
|
|
|
$
|
683.4
|
|
|
Intersegment revenues
|
25.4
|
|
|
3.2
|
|
|
(28.6
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Costs of product/services sold
|
108.9
|
|
|
—
|
|
|
428.3
|
|
|
—
|
|
|
537.2
|
|
|||||
|
Operations and maintenance expense
|
24.6
|
|
|
0.9
|
|
|
9.2
|
|
|
—
|
|
|
34.7
|
|
|||||
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
20.9
|
|
|
20.9
|
|
|||||
|
Gain (loss) on long-lived assets, net
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||||
|
Gain on acquisition
|
209.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209.4
|
|
|||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(2.8
|
)
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||
|
EBITDA
|
$
|
298.0
|
|
|
$
|
13.7
|
|
|
$
|
12.7
|
|
|
$
|
(20.7
|
)
|
|
$
|
303.7
|
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
|
Revenues
|
$
|
329.4
|
|
|
$
|
6.6
|
|
|
$
|
744.6
|
|
|
$
|
—
|
|
|
$
|
1,080.6
|
|
|
Intersegment revenues
|
54.3
|
|
|
5.0
|
|
|
(59.3
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Costs of product/services sold
|
129.6
|
|
|
0.3
|
|
|
630.2
|
|
|
—
|
|
|
760.1
|
|
|||||
|
Operations and maintenance expense
|
46.3
|
|
|
2.1
|
|
|
20.8
|
|
|
—
|
|
|
69.2
|
|
|||||
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
41.9
|
|
|
41.9
|
|
|||||
|
Loss on long-lived assets, net
|
(4.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||||
|
Goodwill impairment
|
(80.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80.3
|
)
|
|||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(0.2
|
)
|
|
14.1
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|||||
|
EBITDA
|
$
|
122.7
|
|
|
$
|
23.3
|
|
|
$
|
34.1
|
|
|
$
|
(41.9
|
)
|
|
$
|
138.2
|
|
|
Goodwill
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
138.6
|
|
|
Total assets
|
$
|
3,742.1
|
|
|
$
|
964.7
|
|
|
$
|
736.9
|
|
|
$
|
28.6
|
|
|
$
|
5,472.3
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Corporate
|
|
Total
|
||||||||||
|
Revenues
|
$
|
382.0
|
|
|
$
|
12.7
|
|
|
$
|
1,123.9
|
|
|
$
|
—
|
|
|
$
|
1,518.6
|
|
|
Intersegment revenues
|
78.2
|
|
|
6.8
|
|
|
(85.0
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Costs of product/services sold
|
246.9
|
|
|
—
|
|
|
985.9
|
|
|
—
|
|
|
1,232.8
|
|
|||||
|
Operations and maintenance expense
|
42.7
|
|
|
1.9
|
|
|
18.7
|
|
|
—
|
|
|
63.3
|
|
|||||
|
General and administrative expense
|
—
|
|
|
—
|
|
|
—
|
|
|
56.9
|
|
|
56.9
|
|
|||||
|
Gain (loss) on long-lived assets, net
|
(2.0
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
(2.0
|
)
|
|||||
|
Gain on acquisition
|
209.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209.4
|
|
|||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(3.0
|
)
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|||||
|
EBITDA
|
$
|
375.0
|
|
|
$
|
31.2
|
|
|
$
|
34.1
|
|
|
$
|
(56.7
|
)
|
|
$
|
383.6
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Contract assets (non-current)
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
Contract liabilities (current)(1)
|
|
$
|
10.2
|
|
|
$
|
8.8
|
|
|
Contract liabilities (non-current)(1)
|
|
$
|
159.6
|
|
|
$
|
144.7
|
|
|
(1)
|
During the three and six months ended June 30, 2020, we recognized revenues of approximately $3.1 million and $6.9 million that were previously included in contract liabilities (current) at December 31, 2019. The remaining change in our contract liabilities during the three and six months ended June 30, 2020, related to capital reimbursements associated with our revenue contracts and revenue deferrals associated with our contracts with increasing (decreasing) rates.
|
|
Remainder of 2020
|
$
|
52.3
|
|
|
2021
|
94.1
|
|
|
|
2022
|
63.2
|
|
|
|
2023
|
8.0
|
|
|
|
2024
|
3.3
|
|
|
|
Total
|
$
|
220.9
|
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
||||||||||
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gathering
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
$
|
33.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.2
|
|
|
Crude oil
|
17.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.9
|
|
|||||
|
Water
|
18.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|||||
|
Processing
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|||||
|
Compression
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
5.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|||||
|
Storage
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
0.4
|
|
|
1.1
|
|
|
—
|
|
|
(0.8
|
)
|
|
0.7
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|||||
|
Pipeline
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
—
|
|
|
1.3
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.9
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
|
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
1.5
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
1.8
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|||||
|
Rail Loading
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
—
|
|
|
2.9
|
|
|
—
|
|
|
(1.2
|
)
|
|
1.7
|
|
|||||
|
Product Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
6.9
|
|
|
—
|
|
|
15.5
|
|
|
(6.8
|
)
|
|
15.6
|
|
|||||
|
Crude oil
|
34.8
|
|
|
—
|
|
|
102.0
|
|
|
(7.1
|
)
|
|
129.7
|
|
|||||
|
NGLs
|
3.0
|
|
|
—
|
|
|
92.4
|
|
|
(0.3
|
)
|
|
95.1
|
|
|||||
|
Other
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||||
|
Total Topic 606 revenues
|
128.8
|
|
|
5.5
|
|
|
216.8
|
|
|
(16.7
|
)
|
|
334.4
|
|
|||||
|
Non-Topic 606 revenues(1)
|
—
|
|
|
—
|
|
|
18.3
|
|
|
—
|
|
|
18.3
|
|
|||||
|
Total revenues
|
$
|
128.8
|
|
|
$
|
5.5
|
|
|
$
|
235.1
|
|
|
$
|
(16.7
|
)
|
|
$
|
352.7
|
|
|
(1)
|
Represents revenues primarily related to our commodity-based derivatives. See Note 6 for additional information related to our price risk management activities.
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
||||||||||
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gathering
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
$
|
42.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42.9
|
|
|
Crude oil
|
15.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.1
|
|
|||||
|
Water
|
19.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.0
|
|
|||||
|
Processing
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
8.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|||||
|
Compression
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|||||
|
Storage
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
0.5
|
|
|
1.5
|
|
|
—
|
|
|
(0.5
|
)
|
|
1.5
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||
|
Pipeline
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
—
|
|
|
1.5
|
|
|
—
|
|
|
(0.5
|
)
|
|
1.0
|
|
|||||
|
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
1.8
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
3.3
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||||
|
Rail Loading
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
—
|
|
|
3.9
|
|
|
—
|
|
|
(1.4
|
)
|
|
2.5
|
|
|||||
|
Product Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
10.9
|
|
|
—
|
|
|
7.9
|
|
|
(4.8
|
)
|
|
14.0
|
|
|||||
|
Crude oil
|
110.2
|
|
|
—
|
|
|
291.4
|
|
|
(16.0
|
)
|
|
385.6
|
|
|||||
|
NGLs
|
10.4
|
|
|
—
|
|
|
133.9
|
|
|
(4.5
|
)
|
|
139.8
|
|
|||||
|
Other
|
—
|
|
|
1.2
|
|
|
0.3
|
|
|
(0.9
|
)
|
|
0.6
|
|
|||||
|
Total Topic 606 revenues
|
225.1
|
|
|
8.1
|
|
|
438.4
|
|
|
(28.6
|
)
|
|
643.0
|
|
|||||
|
Non-Topic 606 revenues(1)
|
—
|
|
|
—
|
|
|
40.4
|
|
|
—
|
|
|
40.4
|
|
|||||
|
Total revenues
|
$
|
225.1
|
|
|
$
|
8.1
|
|
|
$
|
478.8
|
|
|
$
|
(28.6
|
)
|
|
$
|
683.4
|
|
|
(1)
|
Represents revenues primarily related to our commodity-based derivatives. See Note 6 for additional information related to our price risk management activities.
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
||||||||||
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gathering
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
$
|
77.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77.0
|
|
|
Crude oil
|
44.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.4
|
|
|||||
|
Water
|
41.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.3
|
|
|||||
|
Processing
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
17.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.3
|
|
|||||
|
Compression
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
12.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|||||
|
Storage
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
0.9
|
|
|
1.7
|
|
|
—
|
|
|
(1.2
|
)
|
|
1.4
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
|||||
|
Pipeline
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
—
|
|
|
2.9
|
|
|
—
|
|
|
(0.9
|
)
|
|
2.0
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
|
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
3.5
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
5.4
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|||||
|
Rail Loading
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
—
|
|
|
6.3
|
|
|
—
|
|
|
(2.6
|
)
|
|
3.7
|
|
|||||
|
Product Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
18.9
|
|
|
—
|
|
|
33.8
|
|
|
(18.5
|
)
|
|
34.2
|
|
|||||
|
Crude oil
|
155.9
|
|
|
—
|
|
|
352.2
|
|
|
(23.4
|
)
|
|
484.7
|
|
|||||
|
NGLs
|
12.5
|
|
|
—
|
|
|
252.7
|
|
|
(12.2
|
)
|
|
253.0
|
|
|||||
|
Other
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|
(0.5
|
)
|
|
0.9
|
|
|||||
|
Total Topic 606 revenues
|
383.7
|
|
|
11.6
|
|
|
651.0
|
|
|
(59.3
|
)
|
|
987.0
|
|
|||||
|
Non-Topic 606 revenues(1)
|
—
|
|
|
—
|
|
|
93.6
|
|
|
—
|
|
|
93.6
|
|
|||||
|
Total revenues
|
$
|
383.7
|
|
|
$
|
11.6
|
|
|
$
|
744.6
|
|
|
$
|
(59.3
|
)
|
|
$
|
1,080.6
|
|
|
(1)
|
Represents revenues primarily related to our commodity-based derivatives. See Note 6 for additional information related to our price risk management activities.
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Intersegment Elimination
|
|
Total
|
||||||||||
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gathering
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
$
|
73.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73.1
|
|
|
Crude oil
|
30.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.4
|
|
|||||
|
Water
|
35.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|||||
|
Processing
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
10.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|||||
|
Compression
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
12.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|||||
|
Storage
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
1.0
|
|
|
2.9
|
|
|
—
|
|
|
(1.2
|
)
|
|
2.7
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|||||
|
Pipeline
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
—
|
|
|
3.2
|
|
|
—
|
|
|
(1.2
|
)
|
|
2.0
|
|
|||||
|
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
3.3
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
6.3
|
|
|||||
|
NGLs
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
|
Rail Loading
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Crude oil
|
—
|
|
|
11.1
|
|
|
—
|
|
|
(2.8
|
)
|
|
8.3
|
|
|||||
|
Product Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Natural gas
|
29.7
|
|
|
—
|
|
|
30.2
|
|
|
(11.4
|
)
|
|
48.5
|
|
|||||
|
Crude oil
|
241.8
|
|
|
—
|
|
|
581.5
|
|
|
(59.3
|
)
|
|
764.0
|
|
|||||
|
NGLs
|
22.3
|
|
|
—
|
|
|
355.4
|
|
|
(7.3
|
)
|
|
370.4
|
|
|||||
|
Other
|
—
|
|
|
2.3
|
|
|
0.3
|
|
|
(1.8
|
)
|
|
0.8
|
|
|||||
|
Total Topic 606 revenues
|
460.2
|
|
|
19.5
|
|
|
979.2
|
|
|
(85.0
|
)
|
|
1,373.9
|
|
|||||
|
Non-Topic 606 revenues(1)
|
—
|
|
|
—
|
|
|
144.7
|
|
|
—
|
|
|
144.7
|
|
|||||
|
Total revenues
|
$
|
460.2
|
|
|
$
|
19.5
|
|
|
$
|
1,123.9
|
|
|
$
|
(85.0
|
)
|
|
$
|
1,518.6
|
|
|
(1)
|
Represents revenues primarily related to our commodity-based derivatives. See Note 6 for additional information related to our price risk management activities.
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
|
June 30, 2020
|
|||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||
|
(unaudited)
|
|||||||||||||||||||
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
—
|
|
|
$
|
6.1
|
|
|
Accounts receivable
|
—
|
|
|
146.5
|
|
|
19.3
|
|
|
—
|
|
|
165.8
|
|
|||||
|
Inventory
|
—
|
|
|
88.9
|
|
|
—
|
|
|
—
|
|
|
88.9
|
|
|||||
|
Other current assets
|
—
|
|
|
52.8
|
|
|
0.3
|
|
|
—
|
|
|
53.1
|
|
|||||
|
Total current assets
|
0.4
|
|
|
288.2
|
|
|
25.3
|
|
|
—
|
|
|
313.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Property, plant and equipment, net
|
—
|
|
|
2,410.1
|
|
|
783.6
|
|
|
—
|
|
|
3,193.7
|
|
|||||
|
Goodwill and intangible assets, net
|
—
|
|
|
671.2
|
|
|
284.5
|
|
|
—
|
|
|
955.7
|
|
|||||
|
Operating lease right-of-use assets, net
|
—
|
|
|
41.5
|
|
|
2.7
|
|
|
—
|
|
|
44.2
|
|
|||||
|
Investments in consolidated affiliates
|
4,501.0
|
|
|
—
|
|
|
—
|
|
|
(4,501.0
|
)
|
|
—
|
|
|||||
|
Investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
961.9
|
|
|
—
|
|
|
961.9
|
|
|||||
|
Other non-current assets
|
—
|
|
|
2.4
|
|
|
0.5
|
|
|
—
|
|
|
2.9
|
|
|||||
|
Total assets
|
$
|
4,501.4
|
|
|
$
|
3,413.4
|
|
|
$
|
2,058.5
|
|
|
$
|
(4,501.0
|
)
|
|
$
|
5,472.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities and capital
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable
|
$
|
—
|
|
|
$
|
114.6
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
116.1
|
|
|
Other current liabilities
|
25.2
|
|
|
114.8
|
|
|
24.8
|
|
|
—
|
|
|
164.8
|
|
|||||
|
Total current liabilities
|
25.2
|
|
|
229.4
|
|
|
26.3
|
|
|
—
|
|
|
280.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term debt, less current portion
|
2,575.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,575.7
|
|
|||||
|
Other long-term liabilities
|
—
|
|
|
165.8
|
|
|
118.2
|
|
|
—
|
|
|
284.0
|
|
|||||
|
Deferred income taxes
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
|
Total liabilities
|
2,600.9
|
|
|
395.8
|
|
|
144.5
|
|
|
—
|
|
|
3,141.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest of non-controlling partner in subsidiary
|
—
|
|
|
—
|
|
|
430.6
|
|
|
—
|
|
|
430.6
|
|
|||||
|
Partners’ capital
|
1,900.5
|
|
|
3,017.6
|
|
|
1,483.4
|
|
|
(4,501.0
|
)
|
|
1,900.5
|
|
|||||
|
Total liabilities and capital
|
$
|
4,501.4
|
|
|
$
|
3,413.4
|
|
|
$
|
2,058.5
|
|
|
$
|
(4,501.0
|
)
|
|
$
|
5,472.3
|
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
|
December 31, 2019
|
|||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
23.6
|
|
|
$
|
—
|
|
|
$
|
25.4
|
|
|
Accounts receivable
|
—
|
|
|
229.1
|
|
|
12.8
|
|
|
—
|
|
|
241.9
|
|
|||||
|
Inventory
|
—
|
|
|
53.7
|
|
|
—
|
|
|
—
|
|
|
53.7
|
|
|||||
|
Other current assets
|
—
|
|
|
54.6
|
|
|
0.2
|
|
|
—
|
|
|
54.8
|
|
|||||
|
Total current assets
|
1.8
|
|
|
337.4
|
|
|
36.6
|
|
|
—
|
|
|
375.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Property, plant and equipment, net
|
—
|
|
|
2,331.3
|
|
|
736.2
|
|
|
—
|
|
|
3,067.5
|
|
|||||
|
Goodwill and intangible assets, net
|
—
|
|
|
650.7
|
|
|
373.4
|
|
|
—
|
|
|
1,024.1
|
|
|||||
|
Operating lease right-of-use assets, net
|
—
|
|
|
51.0
|
|
|
2.8
|
|
|
—
|
|
|
53.8
|
|
|||||
|
Investments in consolidated affiliates
|
4,451.6
|
|
|
—
|
|
|
—
|
|
|
(4,451.6
|
)
|
|
—
|
|
|||||
|
Investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
980.4
|
|
|
—
|
|
|
980.4
|
|
|||||
|
Other non-current assets
|
—
|
|
|
1.9
|
|
|
0.5
|
|
|
—
|
|
|
2.4
|
|
|||||
|
Total assets
|
$
|
4,453.4
|
|
|
$
|
3,372.3
|
|
|
$
|
2,129.9
|
|
|
$
|
(4,451.6
|
)
|
|
$
|
5,504.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities and capital
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable
|
$
|
—
|
|
|
$
|
175.9
|
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
186.6
|
|
|
Other current liabilities
|
25.8
|
|
|
123.9
|
|
|
17.6
|
|
|
—
|
|
|
167.3
|
|
|||||
|
Total current liabilities
|
25.8
|
|
|
299.8
|
|
|
28.3
|
|
|
—
|
|
|
353.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term debt, less current portion
|
2,328.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,328.3
|
|
|||||
|
Other long-term liabilities
|
—
|
|
|
174.8
|
|
|
120.8
|
|
|
—
|
|
|
295.6
|
|
|||||
|
Deferred income taxes
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
|
Total liabilities
|
2,354.1
|
|
|
475.3
|
|
|
149.1
|
|
|
—
|
|
|
2,978.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest of non-controlling partner in subsidiary
|
—
|
|
|
—
|
|
|
426.2
|
|
|
—
|
|
|
426.2
|
|
|||||
|
Partners’ capital
|
2,099.3
|
|
|
2,897.0
|
|
|
1,554.6
|
|
|
(4,451.6
|
)
|
|
2,099.3
|
|
|||||
|
Total liabilities and capital
|
$
|
4,453.4
|
|
|
$
|
3,372.3
|
|
|
$
|
2,129.9
|
|
|
$
|
(4,451.6
|
)
|
|
$
|
5,504.0
|
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
|
Three Months Ended June 30, 2020
|
|||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||
|
(unaudited)
|
|||||||||||||||||||
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Revenues
|
$
|
—
|
|
|
$
|
336.5
|
|
|
$
|
16.2
|
|
|
$
|
—
|
|
|
$
|
352.7
|
|
|
Costs of product/services sold
|
—
|
|
|
225.5
|
|
|
0.2
|
|
|
—
|
|
|
225.7
|
|
|||||
|
Operating expenses and other:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operations and maintenance
|
—
|
|
|
26.5
|
|
|
5.1
|
|
|
—
|
|
|
31.6
|
|
|||||
|
General and administrative
|
14.8
|
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
28.4
|
|
|||||
|
Depreciation, amortization and accretion
|
—
|
|
|
50.3
|
|
|
14.3
|
|
|
—
|
|
|
64.6
|
|
|||||
|
Loss on long-lived assets, net
|
—
|
|
|
2.0
|
|
|
1.8
|
|
|
—
|
|
|
3.8
|
|
|||||
|
|
14.8
|
|
|
92.4
|
|
|
21.2
|
|
|
—
|
|
|
128.4
|
|
|||||
|
Operating income (loss)
|
(14.8
|
)
|
|
18.6
|
|
|
(5.2
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|||||
|
Interest and debt expense, net
|
(33.9
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(34.0
|
)
|
|||||
|
Equity in net income (loss) of subsidiaries
|
11.7
|
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|||||
|
Income (loss) before income taxes
|
(37.0
|
)
|
|
18.5
|
|
|
3.2
|
|
|
(11.7
|
)
|
|
(27.0
|
)
|
|||||
|
Benefit for income taxes
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
|
Net income (loss)
|
(37.0
|
)
|
|
18.7
|
|
|
3.2
|
|
|
(11.7
|
)
|
|
(26.8
|
)
|
|||||
|
Net income attributable to non-controlling partner in subsidiary
|
—
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
|
10.2
|
|
|||||
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(37.0
|
)
|
|
$
|
18.7
|
|
|
$
|
(7.0
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
(37.0
|
)
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
|
Three Months Ended June 30, 2019
|
|||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||
|
(unaudited)
|
|||||||||||||||||||
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Revenues
|
$
|
—
|
|
|
$
|
663.2
|
|
|
$
|
20.2
|
|
|
$
|
—
|
|
|
$
|
683.4
|
|
|
Costs of product/services sold
|
—
|
|
|
537.2
|
|
|
—
|
|
|
—
|
|
|
537.2
|
|
|||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operations and maintenance
|
—
|
|
|
27.5
|
|
|
7.2
|
|
|
—
|
|
|
34.7
|
|
|||||
|
General and administrative
|
9.7
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
|
20.9
|
|
|||||
|
Depreciation, amortization and accretion
|
—
|
|
|
43.0
|
|
|
9.7
|
|
|
—
|
|
|
52.7
|
|
|||||
|
Gain on acquisition
|
—
|
|
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
|||||
|
|
9.7
|
|
|
81.7
|
|
|
(192.5
|
)
|
|
—
|
|
|
(101.1
|
)
|
|||||
|
Operating income (loss)
|
(9.7
|
)
|
|
44.3
|
|
|
212.7
|
|
|
—
|
|
|
247.3
|
|
|||||
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||||
|
Interest and debt expense, net
|
(28.0
|
)
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(27.8
|
)
|
|||||
|
Equity in net income (loss) of subsidiaries
|
250.0
|
|
|
—
|
|
|
—
|
|
|
(250.0
|
)
|
|
—
|
|
|||||
|
Income (loss) before income taxes
|
212.3
|
|
|
44.5
|
|
|
216.4
|
|
|
(250.0
|
)
|
|
223.2
|
|
|||||
|
Provision for income taxes
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
|
Net income (loss)
|
212.3
|
|
|
44.2
|
|
|
216.4
|
|
|
(250.0
|
)
|
|
222.9
|
|
|||||
|
Net income attributable to non-controlling partner in subsidiary
|
—
|
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
|||||
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
212.3
|
|
|
$
|
44.2
|
|
|
$
|
205.8
|
|
|
$
|
(250.0
|
)
|
|
$
|
212.3
|
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
|
Six Months Ended June 30, 2020
|
|||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||
|
(unaudited)
|
|||||||||||||||||||
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Revenues
|
$
|
—
|
|
|
$
|
1,036.9
|
|
|
$
|
43.7
|
|
|
$
|
—
|
|
|
$
|
1,080.6
|
|
|
Costs of product/services sold
|
—
|
|
|
759.9
|
|
|
0.2
|
|
|
—
|
|
|
760.1
|
|
|||||
|
Operating expenses and other:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operations and maintenance
|
—
|
|
|
58.3
|
|
|
10.9
|
|
|
—
|
|
|
69.2
|
|
|||||
|
General and administrative
|
32.7
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
41.9
|
|
|||||
|
Depreciation, amortization and accretion
|
—
|
|
|
98.1
|
|
|
26.1
|
|
|
—
|
|
|
124.2
|
|
|||||
|
Loss on long-lived assets, net
|
—
|
|
|
3.0
|
|
|
1.8
|
|
|
—
|
|
|
4.8
|
|
|||||
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
|
80.3
|
|
|||||
|
|
32.7
|
|
|
168.6
|
|
|
119.1
|
|
|
—
|
|
|
320.4
|
|
|||||
|
Operating income (loss)
|
(32.7
|
)
|
|
108.4
|
|
|
(75.6
|
)
|
|
—
|
|
|
0.1
|
|
|||||
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
13.9
|
|
|
—
|
|
|
13.9
|
|
|||||
|
Interest and debt expense, net
|
(66.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(66.6
|
)
|
|||||
|
Equity in net income (loss) of subsidiaries
|
26.5
|
|
|
—
|
|
|
—
|
|
|
(26.5
|
)
|
|
—
|
|
|||||
|
Income (loss) before income taxes
|
(72.5
|
)
|
|
108.1
|
|
|
(61.7
|
)
|
|
(26.5
|
)
|
|
(52.6
|
)
|
|||||
|
Benefit for income taxes
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
|
Net income (loss)
|
(72.5
|
)
|
|
108.3
|
|
|
(61.7
|
)
|
|
(26.5
|
)
|
|
(52.4
|
)
|
|||||
|
Net income attributable to non-controlling partner
|
—
|
|
|
—
|
|
|
20.1
|
|
|
—
|
|
|
20.1
|
|
|||||
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
(72.5
|
)
|
|
$
|
108.3
|
|
|
$
|
(81.8
|
)
|
|
$
|
(26.5
|
)
|
|
$
|
(72.5
|
)
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
|
Six Months Ended June 30, 2019
|
|||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||
|
(unaudited)
|
|||||||||||||||||||
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Revenues
|
$
|
—
|
|
|
$
|
1,498.4
|
|
|
$
|
20.2
|
|
|
$
|
—
|
|
|
$
|
1,518.6
|
|
|
Costs of product/services sold
|
—
|
|
|
1,232.8
|
|
|
—
|
|
|
—
|
|
|
1,232.8
|
|
|||||
|
Operating expenses and other:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operations and maintenance
|
—
|
|
|
56.1
|
|
|
7.2
|
|
|
—
|
|
|
63.3
|
|
|||||
|
General and administrative
|
28.4
|
|
|
28.5
|
|
|
—
|
|
|
—
|
|
|
56.9
|
|
|||||
|
Depreciation, amortization and accretion
|
—
|
|
|
86.4
|
|
|
9.7
|
|
|
—
|
|
|
96.1
|
|
|||||
|
Loss on long-lived assets, net
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
|
Gain on acquisition
|
—
|
|
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
|||||
|
|
28.4
|
|
|
173.0
|
|
|
(192.5
|
)
|
|
—
|
|
|
8.9
|
|
|||||
|
Operating income (loss)
|
(28.4
|
)
|
|
92.6
|
|
|
212.7
|
|
|
—
|
|
|
276.9
|
|
|||||
|
Earnings from unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
|||||
|
Interest and debt expense, net
|
(52.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.7
|
)
|
|||||
|
Equity in net income (loss) of subsidiaries
|
301.0
|
|
|
—
|
|
|
—
|
|
|
(301.0
|
)
|
|
—
|
|
|||||
|
Income (loss) before income taxes
|
219.9
|
|
|
92.6
|
|
|
223.3
|
|
|
(301.0
|
)
|
|
234.8
|
|
|||||
|
Provision for income taxes
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
|
Net income (loss)
|
219.9
|
|
|
92.3
|
|
|
223.3
|
|
|
(301.0
|
)
|
|
234.5
|
|
|||||
|
Net income attributable to non-controlling partner in subsidiary
|
—
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
|
14.6
|
|
|||||
|
Net income (loss) attributable to Crestwood Midstream Partners LP
|
$
|
219.9
|
|
|
$
|
92.3
|
|
|
$
|
208.7
|
|
|
$
|
(301.0
|
)
|
|
$
|
219.9
|
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
|
Six Months Ended June 30, 2020
|
|||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||
|
(unaudited)
|
|||||||||||||||||||
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Cash flows from operating activities
|
$
|
(96.4
|
)
|
|
$
|
197.4
|
|
|
$
|
80.1
|
|
|
$
|
—
|
|
|
$
|
181.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Acquisition, net of cash acquired
|
—
|
|
|
(162.3
|
)
|
|
—
|
|
|
—
|
|
|
(162.3
|
)
|
|||||
|
Purchases of property, plant and equipment
|
—
|
|
|
(56.2
|
)
|
|
(87.0
|
)
|
|
—
|
|
|
(143.2
|
)
|
|||||
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
|||||
|
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
18.9
|
|
|
—
|
|
|
18.9
|
|
|||||
|
Capital distributions from consolidated affiliates
|
8.2
|
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|||||
|
Other
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
|
Net cash provided by (used in) investing activities
|
8.2
|
|
|
(218.8
|
)
|
|
(74.1
|
)
|
|
(8.2
|
)
|
|
(292.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Proceeds from the issuance of long-term debt
|
742.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
742.5
|
|
|||||
|
Payments on long-term debt
|
(498.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(498.2
|
)
|
|||||
|
Payments on finance leases
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||||
|
Net proceeds from issuance of non-controlling interest
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|||||
|
Distributions to partners
|
(119.0
|
)
|
|
—
|
|
|
(18.5
|
)
|
|
—
|
|
|
(137.5
|
)
|
|||||
|
Distributions to parent
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
8.2
|
|
|
—
|
|
|||||
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(15.5
|
)
|
|
—
|
|
|
—
|
|
|
(15.5
|
)
|
|||||
|
Change in intercompany balances
|
(38.5
|
)
|
|
38.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Net cash provided by (used in) financing activities
|
86.8
|
|
|
21.4
|
|
|
(23.9
|
)
|
|
8.2
|
|
|
92.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net change in cash
|
(1.4
|
)
|
|
—
|
|
|
(17.9
|
)
|
|
—
|
|
|
(19.3
|
)
|
|||||
|
Cash at beginning of period
|
1.8
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
25.4
|
|
|||||
|
Cash at end of period
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
—
|
|
|
$
|
6.1
|
|
|
Crestwood Midstream Partners LP
|
|||||||||||||||||||
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
|
Six Months Ended June 30, 2019
|
|||||||||||||||||||
|
(in millions)
|
|||||||||||||||||||
|
(unaudited)
|
|||||||||||||||||||
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Cash flows from operating activities
|
$
|
(87.1
|
)
|
|
$
|
309.5
|
|
|
$
|
(27.3
|
)
|
|
$
|
—
|
|
|
$
|
195.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Acquisition, net of cash acquired
|
—
|
|
|
—
|
|
|
(462.1
|
)
|
|
—
|
|
|
(462.1
|
)
|
|||||
|
Purchases of property, plant and equipment
|
—
|
|
|
(127.7
|
)
|
|
(77.0
|
)
|
|
—
|
|
|
(204.7
|
)
|
|||||
|
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(40.9
|
)
|
|
—
|
|
|
(40.9
|
)
|
|||||
|
Capital distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
24.2
|
|
|
—
|
|
|
24.2
|
|
|||||
|
Capital contributions to consolidated affiliates
|
(217.1
|
)
|
|
—
|
|
|
—
|
|
|
217.1
|
|
|
—
|
|
|||||
|
Other
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
|
Net cash provided by (used in) investing activities
|
(217.1
|
)
|
|
(128.2
|
)
|
|
(555.8
|
)
|
|
217.1
|
|
|
(684.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Proceeds from the issuance of long-term debt
|
1,544.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,544.0
|
|
|||||
|
Payments on long-term debt
|
(1,159.1
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(1,159.5
|
)
|
|||||
|
Payments on finance leases
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|||||
|
Payments for debt-related deferred costs
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|||||
|
Net proceeds from the issuance of non-controlling interest
|
—
|
|
|
—
|
|
|
235.0
|
|
|
—
|
|
|
235.0
|
|
|||||
|
Distributions to partners
|
(117.5
|
)
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
(124.1
|
)
|
|||||
|
Contributions from parent
|
—
|
|
|
—
|
|
|
217.1
|
|
|
(217.1
|
)
|
|
—
|
|
|||||
|
Taxes paid for unit-based compensation vesting
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|||||
|
Change in intercompany balances
|
30.7
|
|
|
(168.4
|
)
|
|
137.7
|
|
|
—
|
|
|
—
|
|
|||||
|
Net cash provided by (used in) financing activities
|
289.1
|
|
|
(181.3
|
)
|
|
583.2
|
|
|
(217.1
|
)
|
|
473.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net change in cash
|
(15.1
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(15.0
|
)
|
|||||
|
Cash at beginning of period
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|||||
|
Cash at end of period
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
•
|
statements that are not historical in nature, including, but not limited to: (i) our belief that anticipated cash from operations, cash distributions from entities that we control, and borrowing capacity under our credit facility will be sufficient to meet our anticipated liquidity needs for the foreseeable future; (ii) our belief that we do not have material potential liability in connection with legal proceedings that would have a significant financial impact on our consolidated financial condition, results of operations or cash flows; and (iii) our belief that our assets will continue to benefit from the development of unconventional shale plays as significant supply basins; and
|
|
•
|
statements preceded by, followed by or that contain forward-looking terminology including the words “believe,” “expect,” “may,” “will,” “should,” “could,” “anticipate,” “estimate,” “intend” or the negation thereof, or similar expressions.
|
|
•
|
our ability to successfully implement our business plan for our assets and operations;
|
|
•
|
governmental legislation and regulations;
|
|
•
|
industry factors that influence the supply of and demand for crude oil, natural gas and NGLs;
|
|
•
|
industry factors that influence the demand for services in the markets (particularly unconventional shale plays) in which we provide services;
|
|
•
|
weather conditions;
|
|
•
|
outbreak of illness, pandemic or any other public health crisis, including the COVID-19 pandemic;
|
|
•
|
the availability of crude oil, natural gas and NGLs, and the price of those commodities, to consumers relative to the price of alternative and competing fuels;
|
|
•
|
the availability of storage for hydrocarbons;
|
|
•
|
the ability of members of the Organization of Petroleum Exporting Countries (OPEC) and other oil-producing countries to agree and maintain oil price and production controls;
|
|
•
|
economic conditions;
|
|
•
|
costs or difficulties related to the integration of acquisitions and success of our joint ventures’ operations;
|
|
•
|
environmental claims;
|
|
•
|
operating hazards and other risks incidental to the provision of midstream services, including gathering, compressing, treating, processing, fractionating, transporting and storing energy products (i.e., crude oil, NGLs and natural gas) and related products (i.e., produced water);
|
|
•
|
interest rates;
|
|
•
|
the price and availability of debt and equity financing, including our ability to raise capital through alternatives like joint ventures; and
|
|
•
|
the ability to sell or monetize assets, to reduce indebtedness, to repurchase our equity securities, to make strategic investments, or for other general partnership purposes.
|
|
|
|
|
Impairment during the
six months ended
|
|
|
||||||
|
|
December 31, 2019
|
|
June 30,
2020
|
|
June 30,
2020
|
||||||
|
Gathering and Processing
|
|
|
|
|
|
||||||
|
Arrow
|
$
|
45.9
|
|
|
$
|
—
|
|
|
$
|
45.9
|
|
|
Powder River Basin
|
80.3
|
|
|
80.3
|
|
|
—
|
|
|||
|
Marketing, Supply and Logistics
|
|
|
|
|
|
||||||
|
NGL Marketing and Logistics
|
92.7
|
|
|
—
|
|
|
92.7
|
|
|||
|
Total
|
$
|
218.9
|
|
|
$
|
80.3
|
|
|
$
|
138.6
|
|
|
|
Crestwood Equity
|
|
Crestwood Midstream
|
||||||||||||||||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||
|
Revenues
|
$
|
352.7
|
|
|
$
|
683.4
|
|
|
$
|
1,080.6
|
|
|
$
|
1,518.6
|
|
|
$
|
352.7
|
|
|
$
|
683.4
|
|
|
$
|
1,080.6
|
|
|
$
|
1,518.6
|
|
|
Costs of product/services sold
|
225.7
|
|
|
537.2
|
|
|
760.1
|
|
|
1,232.8
|
|
|
225.7
|
|
|
537.2
|
|
|
760.1
|
|
|
1,232.8
|
|
||||||||
|
Operations and maintenance expense
|
31.6
|
|
|
34.7
|
|
|
69.2
|
|
|
63.3
|
|
|
31.6
|
|
|
34.7
|
|
|
69.2
|
|
|
63.3
|
|
||||||||
|
General and administrative expense
|
29.5
|
|
|
22.3
|
|
|
44.4
|
|
|
59.5
|
|
|
28.4
|
|
|
20.9
|
|
|
41.9
|
|
|
56.9
|
|
||||||||
|
Depreciation, amortization and accretion
|
61.0
|
|
|
49.3
|
|
|
117.1
|
|
|
89.1
|
|
|
64.6
|
|
|
52.7
|
|
|
124.2
|
|
|
96.1
|
|
||||||||
|
Loss on long-lived assets, net
|
3.8
|
|
|
—
|
|
|
4.8
|
|
|
2.0
|
|
|
3.8
|
|
|
—
|
|
|
4.8
|
|
|
2.0
|
|
||||||||
|
Gain on acquisition
|
—
|
|
|
209.4
|
|
|
—
|
|
|
209.4
|
|
|
—
|
|
|
209.4
|
|
|
—
|
|
|
209.4
|
|
||||||||
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
||||||||
|
Operating income (loss)
|
1.1
|
|
|
249.3
|
|
|
4.7
|
|
|
281.3
|
|
|
(1.4
|
)
|
|
247.3
|
|
|
0.1
|
|
|
276.9
|
|
||||||||
|
Earnings from unconsolidated affiliates, net
|
8.4
|
|
|
3.7
|
|
|
13.9
|
|
|
10.6
|
|
|
8.4
|
|
|
3.7
|
|
|
13.9
|
|
|
10.6
|
|
||||||||
|
Interest and debt expense, net
|
(34.0
|
)
|
|
(27.8
|
)
|
|
(66.6
|
)
|
|
(52.7
|
)
|
|
(34.0
|
)
|
|
(27.8
|
)
|
|
(66.6
|
)
|
|
(52.7
|
)
|
||||||||
|
Other income, net
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
(Provision) benefit for income taxes
|
0.1
|
|
|
(0.3
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
|
0.2
|
|
|
(0.3
|
)
|
|
0.2
|
|
|
(0.3
|
)
|
||||||||
|
Net income (loss)
|
(24.3
|
)
|
|
225.0
|
|
|
(47.7
|
)
|
|
239.1
|
|
|
(26.8
|
)
|
|
222.9
|
|
|
(52.4
|
)
|
|
234.5
|
|
||||||||
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Interest and debt expense, net
|
34.0
|
|
|
27.8
|
|
|
66.6
|
|
|
52.7
|
|
|
34.0
|
|
|
27.8
|
|
|
66.6
|
|
|
52.7
|
|
||||||||
|
Provision (benefit) for income taxes
|
(0.1
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|
0.3
|
|
||||||||
|
Depreciation, amortization and accretion
|
61.0
|
|
|
49.3
|
|
|
117.1
|
|
|
89.1
|
|
|
64.6
|
|
|
52.7
|
|
|
124.2
|
|
|
96.1
|
|
||||||||
|
EBITDA
|
70.6
|
|
|
302.4
|
|
|
135.9
|
|
|
381.2
|
|
|
71.6
|
|
|
303.7
|
|
|
138.2
|
|
|
383.6
|
|
||||||||
|
Unit-based compensation charges
|
13.6
|
|
|
11.3
|
|
|
9.2
|
|
|
28.6
|
|
|
13.6
|
|
|
11.3
|
|
|
9.2
|
|
|
28.6
|
|
||||||||
|
Loss on long-lived assets, net
|
3.8
|
|
|
—
|
|
|
4.8
|
|
|
2.0
|
|
|
3.8
|
|
|
—
|
|
|
4.8
|
|
|
2.0
|
|
||||||||
|
Gain on acquisition
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
||||||||
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
||||||||
|
Earnings from unconsolidated affiliates, net
|
(8.4
|
)
|
|
(3.7
|
)
|
|
(13.9
|
)
|
|
(10.6
|
)
|
|
(8.4
|
)
|
|
(3.7
|
)
|
|
(13.9
|
)
|
|
(10.6
|
)
|
||||||||
|
Adjusted EBITDA from unconsolidated affiliates, net
|
17.9
|
|
|
14.0
|
|
|
37.2
|
|
|
33.6
|
|
|
17.9
|
|
|
14.0
|
|
|
37.2
|
|
|
33.6
|
|
||||||||
|
Change in fair value of commodity inventory-related derivative contracts
|
21.5
|
|
|
3.7
|
|
|
15.7
|
|
|
4.8
|
|
|
21.5
|
|
|
3.7
|
|
|
15.7
|
|
|
4.8
|
|
||||||||
|
Significant transaction and environmental related costs and other items
|
8.8
|
|
|
3.0
|
|
|
10.0
|
|
|
6.4
|
|
|
8.8
|
|
|
3.0
|
|
|
10.0
|
|
|
6.4
|
|
||||||||
|
Adjusted EBITDA
|
$
|
127.8
|
|
|
$
|
121.3
|
|
|
$
|
279.2
|
|
|
$
|
236.6
|
|
|
$
|
128.8
|
|
|
$
|
122.6
|
|
|
$
|
281.5
|
|
|
$
|
239.0
|
|
|
|
Crestwood Equity
|
|
Crestwood Midstream
|
||||||||||||||||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||
|
Net cash provided by operating activities
|
$
|
64.2
|
|
|
$
|
63.0
|
|
|
$
|
183.4
|
|
|
$
|
193.9
|
|
|
$
|
65.3
|
|
|
$
|
64.2
|
|
|
$
|
181.1
|
|
|
$
|
195.1
|
|
|
Net changes in operating assets and liabilities
|
(7.7
|
)
|
|
17.8
|
|
|
(11.4
|
)
|
|
(35.0
|
)
|
|
(7.7
|
)
|
|
18.0
|
|
|
(6.5
|
)
|
|
(33.9
|
)
|
||||||||
|
Amortization of debt-related deferred costs
|
(1.6
|
)
|
|
(1.5
|
)
|
|
(3.2
|
)
|
|
(2.9
|
)
|
|
(1.6
|
)
|
|
(1.5
|
)
|
|
(3.2
|
)
|
|
(2.9
|
)
|
||||||||
|
Interest and debt expense, net
|
34.0
|
|
|
27.8
|
|
|
66.6
|
|
|
52.7
|
|
|
34.0
|
|
|
27.8
|
|
|
66.6
|
|
|
52.7
|
|
||||||||
|
Unit-based compensation charges
|
(13.6
|
)
|
|
(11.3
|
)
|
|
(9.2
|
)
|
|
(28.6
|
)
|
|
(13.6
|
)
|
|
(11.3
|
)
|
|
(9.2
|
)
|
|
(28.6
|
)
|
||||||||
|
Loss on long-lived assets, net
|
(3.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
|
(2.0
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
|
(2.0
|
)
|
||||||||
|
Gain on acquisition
|
—
|
|
|
209.4
|
|
|
—
|
|
|
209.4
|
|
|
—
|
|
|
209.4
|
|
|
—
|
|
|
209.4
|
|
||||||||
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
(80.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80.3
|
)
|
|
—
|
|
||||||||
|
Earnings from unconsolidated affiliates, net, adjusted for cash distributions received
|
(0.9
|
)
|
|
(3.0
|
)
|
|
(5.4
|
)
|
|
(6.3
|
)
|
|
(0.9
|
)
|
|
(3.0
|
)
|
|
(5.4
|
)
|
|
(6.3
|
)
|
||||||||
|
Deferred income taxes
|
0.1
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
||||||||
|
Provision (benefit) for income taxes
|
(0.1
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|
0.3
|
|
||||||||
|
EBITDA
|
70.6
|
|
|
302.4
|
|
|
135.9
|
|
|
381.2
|
|
|
71.6
|
|
|
303.7
|
|
|
138.2
|
|
|
383.6
|
|
||||||||
|
Unit-based compensation charges
|
13.6
|
|
|
11.3
|
|
|
9.2
|
|
|
28.6
|
|
|
13.6
|
|
|
11.3
|
|
|
9.2
|
|
|
28.6
|
|
||||||||
|
Loss on long-lived assets, net
|
3.8
|
|
|
—
|
|
|
4.8
|
|
|
2.0
|
|
|
3.8
|
|
|
—
|
|
|
4.8
|
|
|
2.0
|
|
||||||||
|
Gain on acquisition
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
|
—
|
|
|
(209.4
|
)
|
||||||||
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.3
|
|
|
—
|
|
||||||||
|
Earnings from unconsolidated affiliates, net
|
(8.4
|
)
|
|
(3.7
|
)
|
|
(13.9
|
)
|
|
(10.6
|
)
|
|
(8.4
|
)
|
|
(3.7
|
)
|
|
(13.9
|
)
|
|
(10.6
|
)
|
||||||||
|
Adjusted EBITDA from unconsolidated affiliates, net
|
17.9
|
|
|
14.0
|
|
|
37.2
|
|
|
33.6
|
|
|
17.9
|
|
|
14.0
|
|
|
37.2
|
|
|
33.6
|
|
||||||||
|
Change in fair value of commodity inventory-related derivative contracts
|
21.5
|
|
|
3.7
|
|
|
15.7
|
|
|
4.8
|
|
|
21.5
|
|
|
3.7
|
|
|
15.7
|
|
|
4.8
|
|
||||||||
|
Significant transaction and environmental related costs and other items
|
8.8
|
|
|
3.0
|
|
|
10.0
|
|
|
6.4
|
|
|
8.8
|
|
|
3.0
|
|
|
10.0
|
|
|
6.4
|
|
||||||||
|
Adjusted EBITDA
|
$
|
127.8
|
|
|
$
|
121.3
|
|
|
$
|
279.2
|
|
|
$
|
236.6
|
|
|
$
|
128.8
|
|
|
$
|
122.6
|
|
|
$
|
281.5
|
|
|
$
|
239.0
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
|
June 30, 2020
|
|
June 30, 2019
|
||||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
|
Revenues
|
$
|
114.5
|
|
|
$
|
3.1
|
|
|
$
|
235.1
|
|
|
$
|
199.7
|
|
|
$
|
4.9
|
|
|
$
|
478.8
|
|
|
Intersegment revenues
|
14.3
|
|
|
2.4
|
|
|
(16.7
|
)
|
|
25.4
|
|
|
3.2
|
|
|
(28.6
|
)
|
||||||
|
Costs of product/services sold
|
21.3
|
|
|
0.1
|
|
|
204.3
|
|
|
108.9
|
|
|
—
|
|
|
428.3
|
|
||||||
|
Operations and maintenance expenses
|
19.3
|
|
|
0.7
|
|
|
11.6
|
|
|
24.6
|
|
|
0.9
|
|
|
9.2
|
|
||||||
|
Loss on long-lived assets, net
|
(3.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
209.4
|
|
|
—
|
|
|
—
|
|
||||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(1.0
|
)
|
|
9.4
|
|
|
—
|
|
|
(2.8
|
)
|
|
6.5
|
|
|
—
|
|
||||||
|
EBITDA
|
$
|
83.6
|
|
|
$
|
14.1
|
|
|
$
|
2.3
|
|
|
$
|
298.0
|
|
|
$
|
13.7
|
|
|
$
|
12.7
|
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
|
June 30, 2020
|
|
June 30, 2019
|
||||||||||||||||||||
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
|
Gathering and Processing
|
|
Storage and Transportation
|
|
Marketing, Supply and Logistics
|
||||||||||||
|
Revenues
|
$
|
329.4
|
|
|
$
|
6.6
|
|
|
$
|
744.6
|
|
|
$
|
382.0
|
|
|
$
|
12.7
|
|
|
$
|
1,123.9
|
|
|
Intersegment revenues
|
54.3
|
|
|
5.0
|
|
|
(59.3
|
)
|
|
78.2
|
|
|
6.8
|
|
|
(85.0
|
)
|
||||||
|
Costs of product/services sold
|
129.6
|
|
|
0.3
|
|
|
630.2
|
|
|
246.9
|
|
|
—
|
|
|
985.9
|
|
||||||
|
Operations and maintenance expenses
|
46.3
|
|
|
2.1
|
|
|
20.8
|
|
|
42.7
|
|
|
1.9
|
|
|
18.7
|
|
||||||
|
Loss on long-lived assets, net
|
(4.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
|
Goodwill impairment
|
(80.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
209.4
|
|
|
—
|
|
|
—
|
|
||||||
|
Earnings (loss) from unconsolidated affiliates, net
|
(0.2
|
)
|
|
14.1
|
|
|
—
|
|
|
(3.0
|
)
|
|
13.6
|
|
|
—
|
|
||||||
|
EBITDA
|
$
|
122.7
|
|
|
$
|
23.3
|
|
|
$
|
34.1
|
|
|
$
|
375.0
|
|
|
$
|
31.2
|
|
|
$
|
34.1
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Credit facility
|
$
|
6.1
|
|
|
$
|
5.7
|
|
|
$
|
12.5
|
|
|
$
|
13.6
|
|
|
Senior notes
|
26.5
|
|
|
25.2
|
|
|
53.1
|
|
|
43.3
|
|
||||
|
Other debt-related costs
|
1.8
|
|
|
1.6
|
|
|
3.6
|
|
|
3.2
|
|
||||
|
Gross interest and debt expense
|
34.4
|
|
|
32.5
|
|
|
69.2
|
|
|
60.1
|
|
||||
|
Less: capitalized interest
|
0.4
|
|
|
4.7
|
|
|
2.6
|
|
|
7.4
|
|
||||
|
Interest and debt expense, net
|
$
|
34.0
|
|
|
$
|
27.8
|
|
|
$
|
66.6
|
|
|
$
|
52.7
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
Net cash provided by operating activities
|
$
|
183.4
|
|
|
$
|
193.9
|
|
|
Net cash used in investing activities
|
$
|
(292.9
|
)
|
|
$
|
(684.0
|
)
|
|
Net cash provided by financing activities
|
$
|
90.5
|
|
|
$
|
475.0
|
|
|
•
|
growth capital expenditures, which are made to construct additional assets, expand and upgrade existing systems, or acquire additional assets; or
|
|
•
|
maintenance capital expenditures, which are made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets, extend their useful lives or comply with regulatory requirements.
|
|
Growth capital
|
$
|
127.2
|
|
|
Maintenance capital
|
6.4
|
|
|
|
Other (1)
|
9.6
|
|
|
|
Purchases of property, plant and equipment
|
$
|
143.2
|
|
|
•
|
During the six months ended June 30, 2020, distributions to our partners increased by $4.8 million compared to the same period in 2019, primarily due to the increase in our distribution per limited partner unit from $0.60 per limited partner unit to $0.625 per limited partner unit;
|
|
•
|
During the six months ended June 30, 2020 and 2019, Crestwood Niobrara paid cash distributions of $18.5 million and $6.6 million to its non-controlling partner. In addition, during the six months ended June 30, 2020, Crestwood Niobrara received contributions of $2.8 million from its non-controlling partner;
|
|
•
|
During the six months ended June 30, 2019, Crestwood Niobrara issued $235 million in new Series A-3 Preferred Units to Jackalope Holdings in conjunction with Crestwood Niobrara’s acquisition of the remaining 50% equity interest in Jackalope from Williams. For a further discussion of this transaction, see Item 1. Financial Statements, Note 10;
|
|
•
|
During the six months ended June 30, 2020, our taxes paid from unit-based compensation vesting increased by $4.9 million compared to the same period in 2019, primarily due to higher vesting of unit-based compensation awards; and
|
|
•
|
During the six months ended June 30, 2020, our debt-related transactions resulted in net proceeds of approximately $244.3 million compared to net proceeds of $375.5 million during the six months ended June 30, 2019.
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
•
|
changes in general domestic and global economic and political conditions;
|
|
•
|
changes in domestic regulations that could impact the supply or demand for oil and gas;
|
|
•
|
technological advancements that may drive further increases in production and reduction in costs of developing shale plays;
|
|
•
|
competition from imported supplies and alternate fuels;
|
|
•
|
commodity price changes, including the recent decline in crude oil and natural gas prices, that could negatively impact the supply of, or the demand for these products;
|
|
•
|
outbreak of illness, pandemic or any other public health crisis, including the COVID-19 pandemic;
|
|
•
|
the availability of hydrocarbon storage;
|
|
•
|
increased costs to explore for, develop, produce, gather, process or transport commodities;
|
|
•
|
impact of interest rates on economic activity;
|
|
•
|
shareholder activism and activities by non-governmental organizations to limit sources of funding for the energy sector or restrict the exploration, development and production of oil and gas:
|
|
•
|
operational hazards, including terrorism, cyber-attacks or domestic vandalism;
|
|
•
|
adoption of various energy efficiency and conservation measures; and
|
|
•
|
perceptions of customers on the availability and price volatility of our services, particularly customers’ perceptions on the volatility of commodity prices over the longer-term.
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
Exhibit
Number |
|
Description
|
|
2.1
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
|
3.5
|
|
|
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
3.7
|
|
|
|
|
|
|
|
3.8
|
|
|
|
|
|
|
|
3.9
|
|
|
|
|
|
|
|
3.10
|
|
|
|
|
|
|
|
3.11
|
|
|
|
|
|
|
|
3.12
|
|
|
|
|
|
|
|
3.13
|
|
|
|
|
|
|
|
3.14
|
|
|
|
|
|
|
|
3.15
|
|
|
|
|
|
|
|
3.16
|
|
|
|
|
|
|
|
*10.1
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*31.1
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*31.2
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*31.3
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*31.4
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*32.1
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*32.2
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*32.3
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*32.4
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**101.INS
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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**101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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**101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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**101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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**101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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**101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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104
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Cover Page Interactive Data File (contained in Exhibit 101)
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*
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Filed herewith
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**
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Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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CRESTWOOD EQUITY PARTNERS LP
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By:
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CRESTWOOD EQUITY GP LLC
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(its general partner)
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Date:
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August 6, 2020
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By:
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/s/ ROBERT T. HALPIN
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Robert T. Halpin
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Executive Vice President and Chief Financial Officer
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(Duly Authorized Officer and Principal Financial Officer)
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CRESTWOOD MIDSTREAM PARTNERS LP
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By:
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CRESTWOOD MIDSTREAM GP LLC
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(its general partner)
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Date:
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August 6, 2020
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By:
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/s/ ROBERT T. HALPIN
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Robert T. Halpin
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Executive Vice President and Chief Financial Officer
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(Duly Authorized Officer and Principal Financial Officer)
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CRESTWOOD EQUITY GP LLC
811 Main Street, Suite 3400
Houston, Texas 77002
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||
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By:
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Name
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Title:
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||||
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[DIRECTOR/OFFICER]
[ADDRESS]
[ADDRESS]
[ADDRESS]
[CITY, STATE, ZIP CODE]
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[NAME]
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||||
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Very truly yours,
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________________
Name:
[Title:]
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1.
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I have reviewed this quarterly report on Form 10-Q of Crestwood Equity Partners LP (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Robert G. Phillips
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Robert G. Phillips
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Chairman, President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Crestwood Equity Partners LP (the “registrant”);
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|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
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/s/ Robert T. Halpin
|
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Robert T. Halpin
|
|
Executive Vice President and Chief Financial Officer
|
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1.
|
I have reviewed this quarterly report on Form 10-Q of Crestwood Midstream Partners LP (the “registrant”);
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
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/s/ Robert G. Phillips
|
|
Robert G. Phillips
|
|
Chairman, President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Crestwood Midstream Partners LP (the “registrant”);
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Robert T. Halpin
|
|
Robert T. Halpin
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Robert G. Phillips
|
|
August 6, 2020
|
Robert G. Phillips
Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Robert T. Halpin
|
|
August 6, 2020
|
Robert T. Halpin
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Robert G. Phillips
|
|
August 6, 2020
|
Robert G. Phillips
Chief Executive Officer |
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Robert T. Halpin
|
|
August 6, 2020
|
Robert T. Halpin
Chief Financial Officer
|