Partners' Capital

9 Months Ended

Sep. 30, 2020

Statement of Partners' Capital [Abstract]

Partners' Capital

Partners’ Capital

Common Units

Effective April 1, 2020, we suspended the equity distribution program with certain financial institutions under which we were allowed to offer and sell, from time to time through one or more of these financial institutions, common units having an aggregate offering price of up to $250 million. We did not issue any common units under this program during the nine months ended September 30, 2020 and 2019.

Distributions

Crestwood Equity

Limited Partners. A summary of CEQP’s limited partner quarterly cash distributions for the nine months ended September 30, 2020 and 2019 is presented below:

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
August 7, 2020	August 14, 2020	0.625		45.7
				$	136.7
2019
February 7, 2019	February 14, 2019	$	0.60	$	43.1
May 8, 2019	May 15, 2019	0.60		43.1
August 7, 2019	August 14, 2019	0.60		43.1
				$	129.3

On October 15, 2020, we declared a distribution of $0.625 per limited partner unit to be paid on November 13, 2020 to unitholders of record on November 6, 2020 with respect to the quarter ended September 30, 2020.

Preferred Unitholders. During the nine months ended September 30, 2020 and 2019, we made cash distributions to our preferred unitholders of approximately $45.0 million in both periods. On October 15, 2020, the board of directors of our general partner authorized a cash distribution to our preferred unitholders of approximately $15.0 million for the quarter ended September 30, 2020.

Crestwood Midstream

During the nine months ended September 30, 2020 and 2019, Crestwood Midstream paid cash distributions of $180.9 million and $177.3 million to Crestwood Equity.

Non-Controlling Partner

Crestwood Niobrara issued preferred interests to Jackalope Holdings, which are reflected as non-controlling interest in subsidiary apart from partners’ capital (i.e., temporary equity) on our consolidated balance sheets. In April 2019, Crestwood Niobrara issued $235 million in new preferred interests (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, at which time we began classifying our non-controlling interest in subsidiary apart from partners’ capital. We adjust the carrying amount of our non-controlling interest to its redemption value each period through net income attributable to non-controlling partner.

The following table shows the change in our non-controlling interest in subsidiary at September 30, 2020 and 2019 (in millions):

Balance at December 31, 2019	$	426.2
Contributions from non-controlling partner	2.8
Distributions to non-controlling partner	(27.8)
Net income attributable to non-controlling partner	30.4
Balance at September 30, 2020	$	431.6

Balance at December 31, 2018	$	—
Reclassification of Series A-2 Preferred Units	178.8
Issuance of Series A-3 Preferred Units	235.0
Distributions to non-controlling partner	(9.2)
Net income attributable to non-controlling partner	20.5
Balance at September 30, 2019	$	425.1

Crestwood Niobrara makes quarterly cash distributions on its preferred interests within 30 days after the end of each quarter. During the nine months ended September 30, 2020 and 2019, Crestwood Niobrara paid cash distributions of $27.8 million and $15.8 million to Jackalope Holdings. In October 2020, Crestwood Niobrara paid cash distributions to Jackalope Holdings of approximately $9.3 million for the quarter ended September 30, 2020. During the nine months ended September 30, 2020, we received contributions of $2.8 million from our non-controlling partner to fund our Jackalope expansion projects.

Other

In February 2020, Crestwood Equity issued 184,528 performance units under the Crestwood Equity Partners LP Long Term Incentive Plan (Crestwood LTIP). The performance units are designed to provide an incentive for continuous employment to certain key employees. The vesting of performance units is subject to the attainment of certain performance and market goals over a three-year period, and entitle a participant to receive common units of Crestwood Equity without payment of an exercise price upon vesting. As of September 30, 2020, we had total unamortized compensation expense of approximately $3.1 million related to these performance units, which we expect will be amortized during the next three years. During the three and nine months ended September 30, 2020, we recognized compensation expense of approximately $0.3 million and $1.1 million related to these performance units, which is included in general and administrative expenses on our consolidated statements of operations.

During the nine months ended September 30, 2020, 405,620 performance units that were previously issued under the Crestwood LTIP vested, and as a result of the attainment of certain performance and market goals and related distributions during the three years that the awards were outstanding, we issued 838,556 common units during the nine months ended September 30, 2020 related to those performance units.