Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Financial Information Disclosure

Condensed Consolidating Financial Information

Crestwood Midstream is a holding company (Parent) and owns no operating assets and has no significant operations independent of its subsidiaries. Obligations under Crestwood Midstream’s senior notes and its credit facility are jointly and severally guaranteed by substantially all of its subsidiaries, except for Crestwood Infrastructure, Crestwood Niobrara, Crestwood Northeast, PRBIC and Tres Holdings and their respective subsidiaries (collectively, Non-Guarantor Subsidiaries). Crestwood Midstream Finance Corp., the co-issuer of the senior notes, is Crestwood Midstream’s 100% owned subsidiary and has no material assets, operations, revenues or cash flows other than those related to its service as co-issuer of the Crestwood Midstream senior notes.

The tables below present condensed consolidating financial statements for Crestwood Midstream as Parent on a stand-alone, unconsolidated basis, and Crestwood Midstream’s combined guarantor and combined non-guarantor subsidiaries as of and for the years ended December 31, 2019, 2018 and 2017. The financial information may not necessarily be indicative of the results of operations, cash flows or financial position had the subsidiaries operated as independent entities.

Crestwood Midstream Partners LP
Condensed Consolidating Balance Sheet
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 Balance Sheet
December 31, 2018
(in millions)
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash	$	0.2	$	—	$	—	$	—		$	0.2
Restricted cash	16.3		—		—		—			16.3
Accounts receivable	—		246.3		19.9		(16.3		)	249.9
Inventory	—		64.6		—		—			64.6
Other current assets	—		46.0		—		—			46.0
Total current assets	16.5		356.9		19.9		(16.3		)	377.0
Property, plant and equipment, net	—		2,202.3		—		—			2,202.3
Goodwill and intangible assets, net	—		692.4		—		—			692.4
Investments in consolidated affiliates	3,800.4		—		—		(3,800.4		)	—
Investments in unconsolidated affiliates	—		—		1,188.2		—			1,188.2
Other non-current assets	—		2.1		—		—			2.1
Total assets	$	3,816.9	$	3,253.7	$	1,208.1	$	(3,816.7	)	$	4,462.0
Liabilities and partners’ capital
Current liabilities:
Accounts payable	$	16.3	$	210.5	$	—	$	(16.3	)	$	210.5
Other current liabilities	20.0		81.8		16.2		—			118.0
Total current liabilities	36.3		292.3		16.2		(16.3		)	328.5
Long-term liabilities:
Long-term debt, less current portion	1,752.4		—		—		—			1,752.4
Other long-term liabilities	—		114.0		57.0		—			171.0
Deferred income taxes	—		0.6		—		—			0.6
Total liabilities	1,788.7		406.9		73.2		(16.3		)	2,252.5
Partners’ capital	2,028.2		2,846.8		953.6		(3,800.4		)	2,028.2
Interest of non-controlling partner in subsidiary	—		—		181.3		—			181.3
Total partners’ capital	2,028.2		2,846.8		1,134.9		(3,800.4		)	2,209.5
Total liabilities and partners’ capital	$	3,816.9	$	3,253.7	$	1,208.1	$	(3,816.7	)	$	4,462.0

Crestwood Midstream Partners LP
Condensed Consolidating Statements of Operations
Year Ended December 31, 2019
(in millions)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	3,111.8		$	70.1		$	—		$	3,181.9
Costs of product/services sold	—			2,544.9			—			—			2,544.9
Operating expenses and other:
Operations and maintenance	—			120.0			18.8			—			138.8
General and administrative	51.2			47.0			—			—			98.2
Depreciation, amortization and accretion	—			179.4			30.5			—			209.9
Loss on long-lived assets, net	—			6.2			—			—			6.2
Gain on acquisition	—			—			(209.4		)	—			(209.4		)
	51.2			352.6			(160.1		)	—			243.7
Operating income (loss)	(51.2		)	214.3			230.2			—			393.3
Earnings from unconsolidated affiliates, net	—			—			32.8			—			32.8
Interest and debt income (expense), net	(115.5		)	—			0.1			—			(115.4		)
Other income, net	—			0.2			—			—			0.2
Equity in net income (loss) of subsidiaries	442.5			—			—			(442.5		)	—
Income (loss) before income taxes	275.8			214.5			263.1			(442.5		)	310.9
Provision for income taxes	—			(0.3		)	—			—			(0.3		)
Net income (loss)	275.8			214.2			263.1			(442.5		)	310.6
Net income attributable to non-controlling partner	—			—			34.8			—			34.8
Net income (loss) attributable to Crestwood Midstream Partners LP	$	275.8		$	214.2		$	228.3		$	(442.5	)	$	275.8

Crestwood Midstream Partners LP
Condensed Consolidating Statements of Operations
Year Ended December 31, 2018
(in millions)
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	3,654.1	$	—	$	—		$	3,654.1
Costs of product/services sold	—			3,129.4		—		—			3,129.4
Operating expenses and other:
Operations and maintenance	—			125.8		—		—			125.8
General and administrative	55.1			28.4		—		—			83.5
Depreciation, amortization and accretion	—			181.4		—		—			181.4
Loss on long-lived assets, net	—			28.6		—		—			28.6
	55.1			364.2		—		—			419.3
Operating income (loss)	(55.1		)	160.5		—		—			105.4
Earnings from unconsolidated affiliates, net	—			—		53.3		—			53.3
Interest and debt expense, net	(99.2		)	—		—		—			(99.2		)
Loss on modification/extinguishment of debt	(0.9		)	—		—		—			(0.9		)
Equity in net income (loss) of subsidiaries	197.6			—		—		(197.6		)	—
Net income (loss)	42.4			160.5		53.3		(197.6		)	58.6
Net income attributable to non-controlling partner	—			—		16.2		—			16.2
Net income (loss) attributable to Crestwood Midstream Partners LP	$	42.4		$	160.5	$	37.1	$	(197.6	)	$	42.4

Crestwood Midstream Partners
Condensed Consolidating Statements of Operations
Year Ended December 31, 2017
(in millions)
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	3,880.9	$	—		$	—		$	3,880.9
Costs of product/services sold	—			3,374.7		—			—			3,374.7
Operating expenses and other:
Operations and maintenance	—			136.0		—			—			136.0
General and administrative	67.6			25.5		—			—			93.1
Depreciation, amortization and accretion	—			202.7		—			—			202.7
Loss on long-lived assets, net	—			65.6		—			—			65.6
Goodwill impairment	—			38.8		—			—			38.8
Loss on contingent consideration	—			—		57.0			—			57.0
	67.6			468.6		57.0			—			593.2
Operating income (loss)	(67.6		)	37.6		(57.0		)	—			(87.0		)
Earnings from unconsolidated affiliates, net	—			—		47.8			—			47.8
Interest and debt expense, net	(99.4		)	—		—			—			(99.4		)
Loss on modification/extinguishment of debt	(37.7		)	—		—			—			(37.7		)
Other income, net	—			0.8		—			—			0.8
Equity in net income (loss) of subsidiaries	3.9			—		—			(3.9		)	—
Net income (loss)	(200.8		)	38.4		(9.2		)	(3.9		)	(175.5		)
Net income attributable to non-controlling partner	—			—		25.3			—			25.3
Net income (loss) attributable to Crestwood Midstream Partners LP	$	(200.8	)	$	38.4	$	(34.5	)	$	(3.9	)	$	(200.8	)

Crestwood Midstream Partners LP
Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2019
(in millions)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(171.0	)	$	469.1		$	126.0		$	—		$	424.1
Cash flows from investing activities:
Acquisition, net of cash acquired	—			—			(462.1		)	—			(462.1		)
Purchases of property, plant and equipment	—			(258.1		)	(197.4		)	—			(455.5		)
Investment in unconsolidated affiliates	—			—			(61.3		)	—			(61.3		)
Capital distributions from unconsolidated affiliates	—			—			35.5			—			35.5
Net proceeds from sale of assets	—			0.8			—			—			0.8
Other	—			(1.1		)	—			—			(1.1		)
Capital contributions to consolidated affiliates	(203.8		)	—			—			203.8			—
Net cash provided by (used in) investing activities	(203.8		)	(258.4		)	(685.3		)	203.8			(943.7		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	2,307.3			—			—			—			2,307.3
Payments on long-term debt	(1,728.6		)	(0.9		)	—			—			(1,729.5		)
Payments on finance leases	—			(3.5		)	—			—			(3.5		)
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	(235.8		)	—			(25.0		)	—			(260.8		)
Contributions from parent	—			—			203.8			(203.8		)	—
Taxes paid for unit-based compensation vesting	—			(11.0		)	—			—			(11.0		)
Change in intercompany balances	26.2			(195.3		)	169.1			—			—
Net cash provided by (used in) financing activities	360.1			(210.7		)	582.9			(203.8		)	528.5
Net change in cash and restricted cash	(14.7		)	—			23.6			—			8.9
Cash and restricted cash at beginning of period	16.5			—			—			—			16.5
Cash and restricted cash at end of period	$	1.8		$	—		$	23.6		$	—		$	25.4

Crestwood Midstream Partners LP
Condensed Consolidating Statements of Cash Flows
Year Ended December 31, 2018
(in millions)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(131.7	)	$	339.2		$	53.0		$	—		$	260.5
Cash flows from investing activities:
Purchases of property, plant and equipment	—			(305.5		)	—			—			(305.5		)
Investment in unconsolidated affiliates	—			—			(64.4		)	—			(64.4		)
Capital distributions from unconsolidated affiliates	—			—			49.2			—			49.2
Net proceeds from sale of assets	—			79.5			—			—			79.5
Capital distributions from consolidated affiliates	27.9			—			—			(27.9		)	—
Net cash provided by (used in) investing activities	27.9			(226.0		)	(15.2		)	(27.9		)	(241.2		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	2,274.8			—			—			—			2,274.8
Payments on long-term debt	(2,014.8		)	(0.9		)	—			—			(2,015.7		)
Payments on capital leases	—			(1.6		)	—			—			(1.6		)
Payments for deferred financing costs	(5.7		)	—			—			—			(5.7		)
Distributions to partners	(238.4		)	—			(9.9		)	—			(248.3		)
Distributions to parent	—			—			(27.9		)	27.9			—
Taxes paid for unit-based compensation vesting	—			(7.4		)	—			—			(7.4		)
Change in intercompany balances	103.4			(103.4		)	—			—			—
Other	—			0.1			—			—			0.1
Net cash provided by (used in) financing activities	119.3			(113.2		)	(37.8		)	27.9			(3.8		)
Net change in cash and restricted cash	15.5			—			—			—			15.5
Cash and restricted cash at beginning of period	1.0			—			—			—			1.0
Cash and restricted cash at end of period	$	16.5		$	—		$	—		$	—		$	16.5

Crestwood Midstream Partners LP
Condensed Consolidating Statements of Cash Flows
December 31, 2017
(in millions)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(162.3	)	$	379.2		$	45.3		$	—		$	262.2
Cash flows from investing activities:
Purchases of property, plant and equipment	—			(188.4		)	—			—			(188.4		)
Investment in unconsolidated affiliates	—			—			(58.0		)	—			(58.0		)
Capital distributions from unconsolidated affiliates	—			—			59.9			—			59.9
Net proceeds from sale of assets	—			225.2			—			—			225.2
Capital contributions to consolidated affiliates	4.3			—			—			(4.3		)	—
Net cash provided by (used in) investing activities	4.3			36.8			1.9			(4.3		)	38.7
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	2,838.6			—			—			—			2,838.6
Payments on long-term debt	(2,912.6		)	(1.3		)	—			—			(2,913.9		)
Payments on capital leases	—			(2.7		)	—			—			(2.7		)
Payments for deferred financing costs	(1.0		)	—			—			—			(1.0		)
Redemption of non-controlling interest	—			—			(202.7		)	—			(202.7		)
Net proceeds from issuance of non-controlling      interest	—			—			175.0			—			175.0
Distributions to partners	(174.0		)	—			(15.2		)	—			(189.2		)
Distributions to parent	—			—			(4.3		)	4.3			—
Taxes paid for unit-based compensation vesting	—			(5.5		)	—			—			(5.5		)
Change in intercompany balances	406.7			(406.7		)	—			—			—
Other	—			0.2			—			—			0.2
Net cash provided by (used in) financing activities	157.7			(416.0		)	(47.2		)	4.3			(301.2		)
Net change in cash and restricted cash	(0.3		)	—			—			—			(0.3		)
Cash and restricted cash at beginning of period	1.3			—			—			—			1.3
Cash and restricted cash at end of period	$	1.0		$	—		$	—		$	—		$	1.0