Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Financial Information

Crestwood Midstream is a holding company (Parent) and owns no operating assets and has no significant operations independent of its subsidiaries. Obligations under Crestwood Midstream’s senior notes and its credit facility are jointly and severally guaranteed by substantially all of its subsidiaries, except for Crestwood Infrastructure, Crestwood Niobrara, Crestwood Pipeline and Storage Northeast LLC, 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 March 31, 2020 and December 31, 2019, and for the three months ended March 31, 2020 and 2019. The financial information may not necessarily be indicative of the results of operations, cash flows or financial position had the subsidiaries operated as independent entities.



Crestwood Midstream Partners LP
Condensed Consolidating Balance Sheet
March 31, 2020
(in millions)
(unaudited)
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash	$	4.8	$	—	$	—	$	—		$	4.8
Accounts receivable	—		176.3		25.9		—			202.2
Inventory	—		20.1		—		—			20.1
Other current assets	—		61.1		0.1		—			61.2
Total current assets	4.8		257.5		26.0		—			288.3

Property, plant and equipment, net	—		2,316.9		770.8		—			3,087.7
Goodwill and intangible assets, net	—		640.3		288.8		—			929.1
Operating lease right-of-use assets, net	—		46.7		2.7		—			49.4
Investments in consolidated affiliates	4,392.5		—		—		(4,392.5		)	—
Investments in unconsolidated affiliates	—		—		972.2		—			972.2
Other non-current assets	—		2.1		0.5		—			2.6
Total assets	$	4,397.3	$	3,263.5	$	2,061.0	$	(4,392.5	)	$	5,329.3

Liabilities and capital
Current liabilities:
Accounts payable	$	—	$	106.9	$	8.6	$	—		$	115.5
Other current liabilities	52.2		82.9		27.6		—			162.7
Total current liabilities	52.2		189.8		36.2		—			278.2

Long-term liabilities:
Long-term debt, less current portion	2,358.9		—		—		—			2,358.9
Other long-term liabilities	—		169.7		108.7		—			278.4
Deferred income taxes	—		0.7		—		—			0.7
Total liabilities	2,411.1		360.2		144.9		—			2,916.2

Interest of non-controlling partner in subsidiary	—		—		426.9		—			426.9
Partners’ capital	1,986.2		2,903.3		1,489.2		(4,392.5		)	1,986.2
Total liabilities and capital	$	4,397.3	$	3,263.5	$	2,061.0	$	(4,392.5	)	$	5,329.3



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 March 31, 2020
(in millions)
(unaudited)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	700.4		$	27.5		$	—		$	727.9
Costs of product/services sold	—			534.4			—			—			534.4
Operating expenses and other:
Operations and maintenance	—			31.8			5.8			—			37.6
General and administrative	17.9			(4.4		)	—			—			13.5
Depreciation, amortization and accretion	—			47.8			11.8			—			59.6
Loss on long-lived assets, net	—			1.0			—			—			1.0
Goodwill impairment	—			—			80.3			—			80.3
	17.9			76.2			97.9			—			192.0
Operating income (loss)	(17.9		)	89.8			(70.4		)	—			1.5
Earnings from unconsolidated affiliates, net	—			—			5.5			—			5.5
Interest and debt expense, net	(32.4		)	(0.2		)	—			—			(32.6		)
Equity in net income (loss) of subsidiaries	14.8			—			—			(14.8		)	—
Net income (loss)	(35.5		)	89.6			(64.9		)	(14.8		)	(25.6		)
Net income attributable to non-controlling partner	—			—			9.9			—			9.9
Net income (loss) attributable to Crestwood Midstream Partners LP	$	(35.5	)	$	89.6		$	(74.8	)	$	(14.8	)	$	(35.5	)



Crestwood Midstream Partners LP
Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2019
(in millions)
(unaudited)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	835.2		$	—	$	—		$	835.2
Costs of product/services sold	—			695.6			—		—			695.6
Operating expenses and other:
Operations and maintenance	—			28.6			—		—			28.6
General and administrative	18.7			17.3			—		—			36.0
Depreciation, amortization and accretion	—			43.4			—		—			43.4
Loss on long-lived assets, net	—			2.0			—		—			2.0
	18.7			91.3			—		—			110.0
Operating income (loss)	(18.7		)	48.3			—		—			29.6
Earnings from unconsolidated affiliates, net	—			—			6.9		—			6.9
Interest and debt expense, net	(24.7		)	(0.2		)	—		—			(24.9		)
Equity in net income (loss) of subsidiaries	51.0			—			—		(51.0		)	—
Net income (loss)	7.6			48.1			6.9		(51.0		)	11.6
Net income attributable to non-controlling partner in subsidiary	—			—			4.0		—			4.0
Net income (loss) attributable to Crestwood Midstream Partners LP	$	7.6		$	48.1		$	2.9	$	(51.0	)	$	7.6



Crestwood Midstream Partners LP
Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2020
(in millions)
(unaudited)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities	$	(22.3	)	$	93.4		$	44.7		$	—		$	115.8

Cash flows from investing activities:
Purchases of property, plant and equipment	—			(33.6		)	(53.2		)	—			(86.8		)
Investment in unconsolidated affiliates	—			—			(6.0		)	—			(6.0		)
Capital distributions from unconsolidated affiliates	—			—			9.5			—			9.5
Capital contributions from consolidated affiliates	17.2			—			—			(17.2		)	—
Net cash provided by (used in) investing activities	17.2			(33.6		)	(49.7		)	(17.2		)	(83.3		)

Cash flows from financing activities:
Proceeds from the issuance of long-term debt	275.9			—			—			—			275.9
Payments on long-term debt	(246.9		)	—			—			—			(246.9		)
Payments on finance leases	—			(0.8		)	—			—			(0.8		)
Distributions to partners	(57.0		)	—			(9.2		)	—			(66.2		)
Distributions to parent	—			—			(17.2		)	17.2			—
Taxes paid for unit-based compensation vesting	—			(15.1		)	—			—			(15.1		)
Change in intercompany balances	36.1			(43.9		)	7.8			—			—
Net cash provided by (used in) financing activities	8.1			(59.8		)	(18.6		)	17.2			(53.1		)

Net change in cash	3.0			—			(23.6		)	—			(20.6		)
Cash at beginning of period	1.8			—			23.6			—			25.4
Cash at end of period	$	4.8		$	—		$	—		$	—		$	4.8



Crestwood Midstream Partners LP
Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2019
(in millions)
(unaudited)
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:	$	(38.6	)	$	160.3		$	9.2		$	—		$	130.9

Cash flows from investing activities:
Purchases of property, plant and equipment	—			(68.5		)	—			—			(68.5		)
Investment in unconsolidated affiliates	—			—			(38.2		)	—			(38.2		)
Capital distributions from unconsolidated affiliates	—			—			16.7			—			16.7
Capital contributions to consolidated affiliates	(15.6		)	—			—			15.6			—
Other	—			(1.0		)	—			—			(1.0		)
Net cash provided by (used in) investing activities	(15.6		)	(69.5		)	(21.5		)	15.6			(91.0		)

Cash flows from financing activities:
Proceeds from the issuance of long-term debt	298.9			—			—			—			298.9
Payments on long-term debt	(284.0		)	(0.4		)	—			—			(284.4		)
Payments on finance leases	—			(1.1		)	—			—			(1.1		)
Payments for debt-related deferred costs	(0.2		)	—			—			—			(0.2		)
Distributions to partners	(57.8		)	—			(3.3		)	—			(61.1		)
Contributions from parent	—			—			15.6			(15.6		)	—
Taxes paid for unit-based compensation vesting	—			(7.0		)	—			—			(7.0		)
Change in intercompany balances	82.3			(82.3		)	—			—			—
Net cash provided by (used in) financing activities	39.2			(90.8		)	12.3			(15.6		)	(54.9		)

Net change in cash	(15.0		)	—			—			—			(15.0		)
Cash at beginning of period	16.5			—			—			—			16.5
Cash at end of period	$	1.5		$	—		$	—		$	—		$	1.5