CEQP - Q3 14
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2014
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from              to             .
COMMISSION FILE NUMBER: 001-34664
Crestwood Equity Partners LP
(Exact name of registrant as specified in its charter)

Delaware
 
43-1918951
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
700 Louisiana Street, Suite 2550
Houston, Texas
 
77002
(Address of principal executive offices)
 
(Zip code)
(832) 519-2200
(Registrant’s telephone number, including area code)
Inergy, L.P.
Two Brush Creek Blvd., Suite 200
Kansas City, Missouri, 64112
September 30
(Former name)
(Former address)
(Former fiscal year)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
 (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of November 3, 2014, the registrant had 186,424,580 Common Units outstanding.


Table of Contents

CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
INDEX TO FORM 10-Q

 
Page
 
 
 
 
 
 
Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013
 
 
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013
 
 
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013
 
 
Consolidated Statement of Partners’ Capital for the Nine Months Ended September 30, 2014
 
 
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements of Crestwood Equity Partners LP

CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
CONSOLIDATED BALANCE SHEETS
(in millions, except unit information)
 
September 30,
2014
 
December 31,
2013
 
(unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
2.2

 
$
5.2

Accounts receivable
430.5

 
412.6

Inventory
104.7

 
73.6

Assets from price risk management activities
19.6

 
14.5

Prepaid expenses and other current assets
28.1

 
16.1

Total current assets
585.1

 
522.0

 
 
 
 
Property, plant and equipment (Note 3)
4,370.0

 
4,108.7

Less: accumulated depreciation and depletion
328.3

 
203.4

Property, plant and equipment, net
4,041.7

 
3,905.3

 
 
 
 
Intangible assets (Note 3)
1,477.6

 
1,466.4

Less: accumulated amortization
189.6

 
106.0

Intangible assets, net
1,288.0

 
1,360.4

 
 
 
 
Goodwill
2,540.6

 
2,552.2

Investment in unconsolidated affiliates (Note 5)
231.9

 
151.4

Other assets
29.4

 
31.9

Total assets
$
8,716.7

 
$
8,523.2

 
 
 
 
Liabilities and partners’ capital
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
336.8

 
$
379.0

Accrued expenses and other liabilities
197.5

 
177.1

Liabilities from price risk management activities
13.4

 
34.9

Current portion of long-term debt (Note 9)
10.5

 
5.1

Total current liabilities
558.2

 
596.1

 
 
 
 
Long-term debt, less current portion (Note 9)
2,357.2

 
2,260.9

Other long-term liabilities
141.9

 
140.4

Deferred income taxes
12.7

 
17.2

Commitments and contingencies (Note 12)


 


 
 
 
 
Partners’ capital (Note 10):
 
 
 
Partners’ capital (186,404,184 and 185,274,279 limited partner units issued and outstanding at September 30, 2014 and December 31, 2013)
762.7

 
831.6

Total Crestwood Equity Partners LP partners’ capital
762.7

 
831.6

Interest of non-controlling partners in subsidiaries
4,884.0

 
4,677.0

Total partners’ capital
5,646.7

 
5,508.6

Total liabilities and partners’ capital
$
8,716.7

 
$
8,523.2


See accompanying notes.

3

Table of Contents

CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except unit and per unit data)
(unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
     Gathering and processing
$
83.9

 
$
47.0

 
$
245.2

 
$
140.3

Storage and transportation
46.6

 
48.8

 
145.4

 
55.1

NGL and crude services
904.9

 
307.3

 
2,541.1

 
348.8

Related party (Note 13)
0.8

 
24.1

 
2.4

 
74.3

 
1,036.2

 
427.2

 
2,934.1

 
618.5

Costs of product/services sold (excluding depreciation, amortization and accretion as shown below):
 
 
 
 
 
 
 
     Gathering and processing
7.3

 
5.3

 
22.8

 
18.2

Storage and transportation
7.4

 
7.1

 
21.4

 
7.7

NGL and crude services
817.3

 
270.0

 
2,300.6

 
307.4

     Related party (Note 13)
11.3

 
7.6

 
32.1

 
22.2

 
843.3

 
290.0

 
2,376.9

 
355.5

Expenses:
 
 
 
 
 
 
 
Operations and maintenance
55.9

 
37.2

 
148.7

 
65.5

General and administrative
21.4

 
29.1

 
73.4

 
52.7

Depreciation, amortization and accretion
71.7

 
55.4

 
209.2

 
105.8

 
149.0

 
121.7

 
431.3

 
224.0

Other operating income (expense):
 
 
 
 
 
 
 
Goodwill impairment

 
(4.1
)
 

 
(4.1
)
Gain (loss) on long-lived assets, net
(0.9
)
 
4.4

 
0.8

 
4.4

Loss on contingent consideration (Note 12)

 

 
(8.6
)
 

Operating income
43.0

 
15.8

 
118.1

 
39.3

Earnings (loss) from unconsolidated affiliates, net
0.3

 
(0.4
)
 
(1.3
)
 
(0.4
)
Interest and debt expense, net
(31.5
)
 
(22.8
)
 
(95.8
)
 
(46.2
)
Other income, net
0.2

 

 
0.4

 

Income (loss) before income taxes
12.0

 
(7.4
)
 
21.4

 
(7.3
)
Provision for income taxes
0.1

 
0.5

 
1.1

 
1.2

Net income (loss)
11.9

 
(7.9
)
 
20.3

 
(8.5
)
Net (income) loss attributable to non-controlling partners
(9.1
)
 
(0.4
)
 
(2.3
)
 
6.9

Net income (loss) attributable to Crestwood Equity Partners LP
$
2.8

 
$
(8.3
)
 
$
18.0

 
$
(1.6
)
 
 
 
 
 
 
 
 
Subordinated unitholders' interest in net income
$

 
$
(0.2
)
 
$
0.4

 
$
(0.1
)
Common unitholders' interest in net income
$
2.8

 
$
(8.1
)
 
$
17.6

 
$
(1.5
)
 
 
 
 
 
 
 
 
Net income (loss) per limited partner unit:
 
 
 
 
 
 
 
Basic
$
0.02

 
$
(0.05
)
 
$
0.10

 
$
(0.02
)
Diluted
$
0.02

 
$
(0.05
)
 
$
0.10

 
$
(0.02
)
 
 
 
 
 
 
 
 
Weighted-average limited partners’ units outstanding (in thousands):
 
 
 
 
 
 
Basic
182,014

 
166,720

 
182,005

 
85,243

Dilutive units
4,388

 
4,388

 
4,388

 
4,388

Diluted
186,402

 
171,108

 
186,393

 
89,631


See accompanying notes.

4

Table of Contents

CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Net income (loss)
$
11.9

 
$
(7.9
)
 
$
20.3

 
$
(8.5
)
Change in fair value of Suburban Propane Partners, L.P. units (Note 10)
(0.2
)
 
0.2

 
(0.3
)
 

Comprehensive income (loss)
$
11.7

 
$
(7.7
)
 
$
20.0

 
$
(8.5
)

See accompanying notes.


5

Table of Contents

CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL
(in millions)
(unaudited)
 
Partners
 
Non-Controlling
Partners
 
Total Partners’
Capital
Balance at December 31, 2013
$
831.6

 
$
4,677.0

 
$
5,508.6

Issuance of preferred equity of subsidiary

 
53.9

 
53.9

Issuance of Crestwood Midstream Partners LP Class A preferred units

 
366.8

 
366.8

Change in invested capital from Legacy Inergy, net of debt (Note 4)
(10.5
)
 
(4.8
)
 
(15.3
)
Unit-based compensation charges
3.0

 
13.4

 
16.4

Taxes paid for unit-based compensation vesting
(2.3
)
 
(1.5
)
 
(3.8
)
Distributions to partners
(76.9
)
 
(222.4
)
 
(299.3
)
Change in fair value of Suburban Propane Partners, L.P. units (Note 10)
(0.3
)
 

 
(0.3
)
Other
0.1

 
(0.7
)
 
(0.6
)
Net income
18.0

 
2.3

 
20.3

Balance at September 30, 2014
$
762.7

 
$
4,884.0

 
$
5,646.7


See accompanying notes.


6

Table of Contents

CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
 
Nine Months Ended
 
September 30,
 
2014
 
2013
Operating activities
 
 
 
Net income (loss)
$
20.3

 
$
(8.5
)
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, amortization and accretion
209.2

 
105.8

Amortization of debt-related deferred costs, discounts and premiums
5.9

 
3.0

Market adjustment on interest rate swaps
(2.0
)
 
(1.1
)
Unit-based compensation charges
16.4

 
7.6

Goodwill impairment

 
4.1

Gain on long-lived assets
(0.8
)
 
(4.4
)
Loss on contingent consideration
8.6

 

Loss from unconsolidated affiliates, net
1.3

 
0.4

Deferred income taxes
(4.5
)
 
(2.6
)
Other

 
(1.2
)
Changes in operating assets and liabilities, net of effects from acquisitions
(97.2
)
 
11.0

Net cash provided by operating activities
157.2

 
114.1

 
 
 
 
Investing activities
 
 
 
Acquisitions, net of cash acquired (Note 4)
(19.5
)
 
6.1

Purchases of property, plant and equipment
(270.7
)
 
(198.6
)
Investment in unconsolidated affiliates
(81.8
)
 
(152.5
)
Proceeds from the sale of assets
0.3

 
11.1

Net cash used in investing activities
(371.7
)
 
(333.9
)
 
 
 
 
Financing activities
 
 
 
Proceeds from the issuance of long-term debt
1,974.9

 
793.5

Principal payments on long-term debt
(1,876.0
)
 
(728.7
)
Payments on capital leases
(2.6
)
 
(3.0
)
Payments for debt-related deferred costs
(1.8
)
 
(0.1
)
Distributions to partners
(76.9
)
 
(43.4
)
Distributions paid to non-controlling partners
(222.4
)
 
(110.0
)
Distributions for additional interest in Crestwood Marcellus Midstream LLC

 
(129.0
)
Net proceeds from issuance of Crestwood Midstream Partners LP common units

 
356.7

Net proceeds from issuance of preferred equity of subsidiary
53.9

 
96.1

Net proceeds from the issuance of Crestwood Midstream Partners LP Class A preferred units
366.8

 

Taxes paid for unit-based compensation vesting
(3.8
)
 
(3.7
)
Other
(0.6
)
 
0.1

Net cash provided by financing activities
211.5

 
228.5

 
 
 
 
Net change in cash
(3.0
)
 
8.7

Cash at beginning of period
5.2

 
0.1

Cash at end of period
$
2.2

 
$
8.8



Supplemental schedule of noncash investing and financing activities
 
 
 
Net change to property, plant and equipment through accounts payable and accrued expenses
$
(8.0
)
 
$
25.4


See accompanying notes.

7

Table of Contents

CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1 – Business Description

Crestwood Equity Partners LP (the Company or Crestwood) is a publicly-traded (NYSE: CEQP) Delaware limited partnership that provides midstream solutions to customers in the crude oil, natural gas liquids (NGLs) and natural gas sectors of the energy industry. We are engaged primarily in the gathering, processing, storage and transportation of natural gas and NGLs, the marketing of NGLs, and the gathering, storage and transportation of crude oil.

Our general partner, Crestwood Equity GP LLC, owns our non-economic general partnership interest. Our general partner is indirectly owned by Crestwood Holdings LLC (Crestwood Holdings), which is substantially owned and controlled by First Reserve Management, L.P. (First Reserve). As of September 30, 2014, First Reserve owns approximately 27% of our common units, 4,387,889 of our subordinated units, and approximately 11% of the Crestwood Midstream Partners LP (Crestwood Midstream) common units as of September 30, 2014.

We indirectly own Crestwood Midstream GP LLC, the general partner of Crestwood Midstream and, consequently, manage and control Crestwood Midstream. As of September 30, 2014, we also own approximately 4% of Crestwood Midstream’s limited partnership interests and 100% of its incentive distribution rights (IDRs), which entitle us to receive 50% of all distributions paid by Crestwood Midstream in excess of its initial quarterly distribution of $0.37 per common unit.

Our financial statements reflect three operating and reporting segments, including:

Gathering and Processing: our gathering and processing (G&P) operations provide natural gas gathering, processing, treating, compression, transportation services and sales of natural gas and the delivery of NGLs to producers in unconventional shale plays and tight-gas plays in West Virginia, Wyoming, Texas, Arkansas, New Mexico and Louisiana. This segment primarily includes our rich gas gathering systems and processing plants in the Marcellus, Powder River Basin (PRB) Niobrara, Barnett, and Permian Shale plays, and our dry gas gathering systems in the Barnett, Fayetteville, and Haynesville Shale plays;

Storage and Transportation: our storage and transportation operations provide regulated natural gas storage and transportation services to producers, utilities and other customers. This segment primarily includes our natural gas storage facilities (Stagecoach, Thomas Corners, Steuben, Seneca Lake and Tres Palacios) in New York, Pennslyvania and Texas, and our natural gas transmission facilities (the North-South Facilities, the MARC I Pipeline and the East Pipeline) in New York and Pennsylvania; and

NGL and Crude Services: our NGL and crude services operations provide NGL and crude oil gathering, storage, marketing and transportation services to producers, refiners, marketers and other customers. This segment primarily includes our national NGL marketing, supply and logistics business (including our West Coast processing and fractionation operations, Seymour NGL storage facility, and our fleet of terminals and over-the-road and rail transportation assets) and our integrated Bakken crude oil footprint in North Dakota, which consists of (i) the COLT Hub, a crude oil rail loading and storage terminal, (ii) the Arrow crude oil, natural gas and water gathering systems, and (iii) our fleet of over-the-road crude and produced water transportation assets. This segment also includes our Bath storage facility, an NGL underground storage facility under development in New York, and US Salt, a solution-mining and salt production company in New York.

We directly own and operate the Tres Palacios natural gas storage facility and a national NGL marketing, supply and logistics business (including our West Coast NGL processing and fractionation facility, Seymour NGL storage facility, terminals and transportation fleet). All of our other consolidated assets are owned by or through Crestwood Midstream.


8

Table of Contents
CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


On October 7, 2013, we changed our name from Inergy, L.P. to Crestwood Equity Partners LP. Unless otherwise indicated, references in this report to “we,” “us,” “our,” “ours,” “our company,” the “partnership,” the “Company,” “Crestwood,” and similar terms refer to either Crestwood Equity Partners LP itself or Crestwood Equity Partners LP and its consolidated subsidiaries, as the context requires. Unless otherwise indicated, references to (i) the Crestwood Merger refers to the October 7, 2013 merger of the Company’s wholly-owned subsidiary with and into Legacy Crestwood, with Inergy Midstream continuing as the surviving legal entity; (ii) Legacy Inergy refers to either Inergy, L.P. itself or Inergy, L.P. and its consolidated subsidiaries prior to the Crestwood Merger, (iii) Inergy Midstream and NRGM refer to either Inergy Midstream, L.P. itself or Inergy Midstream, L.P. and its consolidated subsidiaries prior to the Crestwood Merger, (iv) Legacy Crestwood and Legacy CMLP refer to either Crestwood Midstream Partners LP itself or Crestwood Midstream Partners LP and its consolidated subsidiaries prior to the Crestwood Merger, and (v) Crestwood Midstream refers to Crestwood Midstream Partners LP and its consolidated subsidiaries following the Crestwood Merger. See Note 4 for additional information on the Crestwood Merger.


Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Our consolidated financial statements were originally the financial statements of Crestwood Gas Services GP, LLC (Legacy Crestwood GP), prior to being acquired by us on June 19, 2013. The acquisition of Legacy Crestwood GP was accounted for as a reverse acquisition under the purchase method of accounting in accordance with accounting standards for business combinations. The accounting for the reverse acquisition resulted in the legal acquiree (Legacy Crestwood GP) being the acquirer for accounting purposes. Although Legacy Crestwood GP was the acquiring entity for accounting purposes, we were the acquiring entity for legal purposes; consequently, the name on these financial statements was changed from Crestwood Gas Services GP, LLC to Crestwood Equity Partners LP.

The financial information as of September 30, 2014, and for the three and nine months ended September 30, 2014 and 2013, is unaudited. The consolidated balance sheet as of December 31, 2013, was derived from the audited balance sheet filed in our 2013 Annual Report on Form 10-K. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of all consolidated subsidiaries after the elimination of all intercompany accounts and transactions. In management’s opinion, all necessary adjustments to fairly present our results of operations, financial position and cash flows for the periods presented have been made and all such adjustments are of a normal and recurring nature. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).

Beginning in the first quarter of 2014, we began reflecting our operating and administrative expenses as operations and maintenance expenses and general and administrative expenses. In addition, we also reclassified our consolidated statements of operations for the three and nine months ended September 30, 2013 to reflect this change. The financial statements in our 2013 Annual Report on Form 10-K have not been recasted to reflect this change. The following table summarizes the reclassification of the amounts previously reported in operating and administrative expenses for the periods presented (in millions):
 
Year Ended December 31,
 
2013
 
2012
 
2011
Operating and administrative expenses as previously reported
$
198.1

 
$
72.7

 
$
60.4

Operations and maintenance expenses
104.6

 
43.1

 
36.3

General and administrative expenses
93.5

 
29.6

 
24.1


In addition to the reclassification described above, our consolidated financial statements for prior periods include reclassifications that were made to conform to the current period presentation. None of our reclassifications had an impact on our previously reported net income, earnings per unit or partners' capital.

The accompanying consolidated financial statements should be read in conjunction with our 2013 Annual Report on Form 10-K filed with the SEC on February 28, 2014.


9

Table of Contents
CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Significant Accounting Policies

There were no material changes in our significant accounting policies from those described in our 2013 Annual Report on Form 10-K.

New Accounting Pronouncement Issued But Not Yet Adopted

As of September 30, 2014, the following accounting standard had not yet been adopted by us.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. We will adopt the provisions of this standard effective January 1, 2017 and are currently evaluating the impact that this standard will have on our financial statements.


Note 3 – Certain Balance Sheet Information

Property, Plant and Equipment

Property, plant and equipment consisted of the following at September 30, 2014 and December 31, 2013 (in millions):
 
September 30,
2014
 
December 31,
2013
Gathering systems and pipelines
$
1,500.4

 
$
1,473.4

Facilities and equipment
1,525.9

 
1,186.5

Buildings, land, rights-of-way, storage contracts and easements
832.1

 
814.7

Vehicles
49.2

 
35.8

Construction in process
225.8

 
365.8

Base gas
103.1

 
102.0

Salt deposits
120.5

 
120.5

Office furniture and fixtures
13.0

 
10.0

 
4,370.0

 
4,108.7

Less: accumulated depreciation and depletion
328.3

 
203.4

Total property, plant and equipment, net
$
4,041.7

 
$
3,905.3


Capital Leases. We have a treating facility and certain auto leases which are accounted for as capital leases. Our treating facility lease is reflected in facilities and equipment in the above table. We had capital lease assets of $4.8 million and $5.0 million included in property, plant and equipment, net at September 30, 2014 and December 31, 2013.



10

Table of Contents
CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



Intangible Assets

Intangible assets consisted of the following at September 30, 2014 and December 31, 2013 (in millions):
 
September 30,
2014
 
December 31,
2013
Customer accounts
$
583.7

 
$
576.9

Covenants not to compete
9.6

 
7.0

Gas gathering, compression and processing contracts
750.2

 
750.2

Acquired storage contracts
43.5

 
43.5

Trademarks
33.5

 
33.5

Deferred financing and other costs
57.1

 
55.3

 
1,477.6

 
1,466.4

Less: accumulated amortization
189.6

 
106.0

Total intangible assets, net
$
1,288.0

 
$
1,360.4


Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following at September 30, 2014 and December 31, 2013 (in millions):
 
September 30,
2014
 
December 31, 2013
Accrued expenses
$
59.7

 
$
40.3

Accrued property taxes
8.1

 
9.4

Accrued product purchases payable
1.4

 
1.6

Tax payable
0.9

 
14.8

Interest payable
29.0

 
16.7

Accrued additions to property, plant and equipment
45.8

 
58.2

Commitments and contingent liabilities (Note 12)
40.0

 
31.4

Capital leases
1.8

 
2.6

Deferred revenue
10.8

 
2.1

Total accrued expenses and other liabilities
$
197.5

 
$
177.1



Note 4 – Acquisitions and Divestitures

2014 Acquisitions

Crude Transportation Acquisitions (Bakken)

Red Rock. On March 21, 2014, Crestwood Midstream purchased substantially all of the operating assets of Red Rock Transportation Inc. (Red Rock) for approximately $13.8 million, comprised of $12.1 million paid at closing plus deferred payments of $1.7 million. Red Rock is a trucking operation located in Watford City, North Dakota which provides crude oil and produced water hauling services to the oilfields of western North Dakota and eastern Montana. The acquired assets include a fleet of approximately 56 trailer tanks, 22 double bottom body tanks and 44 tractors with 28,000 barrels per day of transportation capacity. In the first quarter of 2014, we finalized the purchase price and allocated approximately $10.6 million of the purchase price to property, plant and equipment and intangible assets and approximately $3.2 million to goodwill. Goodwill recognized relates primarily to anticipated operating synergies between the assets acquired and our existing assets. These assets are included in our NGL and crude services segment.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


LT Enterprises. On May 9, 2014, Crestwood Midstream purchased substantially all of the operating assets of LT Enterprises, Inc. (LT Enterprises) for approximately $10.7 million, comprised of $9.0 million paid at closing plus deferred payments of $1.7 million. LT Enterprises is a trucking operation located in Watford City, North Dakota which provides crude oil and produced water hauling services primarily to the oilfields of western North Dakota. The acquired assets include a fleet of approximately 38 tractors, 51 crude trailers and 17 service vehicles with 20,000 barrels per day of transportation capacity. In addition, Crestwood Midstream acquired employee housing and 20 acres of greenfield real property located two miles south of Watford City. In the second quarter of 2014, we finalized the purchase price and allocated all of the purchase price to property, plant and equipment and intangible assets. These assets are included in our NGL and crude services segment.

The acquisitions of Red Rock and LT Enterprises were not material to our NGL and crude services segment's results of operations for the three and nine months ended September 30, 2014. In addition, transaction costs related to these acquisitions were not material for the three and nine months ended September 30, 2014.

2013 Acquisitions

Crestwood Merger

As described in Note 2, the acquisition of Legacy Crestwood GP was accounted for as a reverse acquisition under the purchase method of accounting in accordance with the accounting standards for business combinations. This accounting treatment requires the accounting acquiree (CEQP) to have its assets and liabilities stated at fair value as well as any other purchase accounting adjustments as of June 19, 2013, the date of the acquisition. The fair value of CEQP was calculated based on the consolidated enterprise fair value of CEQP as of June 19, 2013. This consolidated enterprise fair value considered the discounted future cash flows of the Legacy Inergy and Inergy Midstream operations and the stock prices of NRGY and NRGM, the value of their outstanding senior notes based on quoted market prices for same or similar issuances and the value of their outstanding floating rate debt.
In June 2014, we finalized the Legacy Inergy purchase price allocation. The following table summarizes the final valuation of the assets acquired and liabilities assumed at the merger date (in millions):
Current assets
$
224.5

Property, plant and equipment
2,088.1

Intangible assets
337.5

Other assets
12.7

Total identifiable assets acquired
2,662.8

 
 
Current liabilities
207.6

Long-term debt
1,079.3

Other long-term liabilities
146.6

Total liabilities assumed
1,433.5

 
 
Net identifiable assets acquired
1,229.3

Goodwill
2,134.8

Net assets acquired
$
3,364.1

Reductions of approximately $15.3 million from our preliminary estimates as of December 31, 2013 relate primarily to goodwill and were based on additional valuation information obtained on the components that comprise the enterprise fair value of Legacy Inergy as well as certain of our storage and transportation assets and obligations, primarily related to our Tres Palacios storage operations. Of the $2,134.8 million of goodwill, $1,408.5 million is reflected in our NGL and crude services segment and $726.3 million is reflected in our storage and transportation segment. Goodwill recognized relates primarily to synergies and new expansion opportunities expected to result from the combination of Legacy Crestwood and Legacy Inergy. 


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


During the period from June 19, 2013 to September 30, 2013, we recognized $403.9 million of revenues and recorded a net loss of $10.7 million related to this reverse acquisition. Transaction costs for the reverse acquisition were $6.1 million and $14.1 million and were reflected in general and administrative expenses in our consolidated statements of operations for the three and nine months ended September 30, 2013.
Arrow Acquisition

On November 8, 2013, Crestwood Midstream acquired Arrow Midstream Holdings, LLC (Arrow) for approximately $750 million, subject to customary capital expenditures and working capital adjustments of approximately $11.3 million, representations, warranties and indemnifications.  The acquisition was consummated by merging a wholly-owned subsidiary of Crestwood Midstream with and into Arrow (the Arrow Acquisition), with Arrow continuing as the surviving entity and a wholly-owned subsidiary of Crestwood Midstream. The base merger consideration consisted of $550 million in cash and 8,826,125 Crestwood Midstream common units issued to the sellers, subject to adjustment for standard working capital provisions.

In June 2014, we finalized the Arrow Acquisition purchase price allocation. The following table summarizes the final valuation of the assets acquired and liabilities assumed at the acquisition date (in millions):
Current assets
$
192.7

Property, plant and equipment
400.5

Intangible assets
323.4

Other assets
19.5

Total identifiable assets acquired
936.1

 
 
Current liabilities
215.8

Assets retirement obligations
1.2

Other long-term liabilities
3.7

Total liabilities assumed
220.7

 
 
Net identifiable assets acquired
715.4

Goodwill
45.9

Net assets acquired
$
761.3

The $45.9 million of goodwill is reflected in our NGL and crude services segment. Goodwill recognized relates primarily to anticipated operating synergies between the assets acquired and our existing assets.  During the three and nine months ended September 30, 2014, we also recognized approximately $0.2 million and $5.4 million of transaction-related fees primarily related to services provided in 2013 related to this acquisition.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Unaudited Pro Forma Financial Information

The following table represents the pro forma consolidated statement of operations as if the Arrow Acquisition had been included in our consolidated results for the full three and nine months ended September 30, 2013, and as if the results for Legacy Inergy reverse acquisition had been included for the entire nine months ended September 30, 2013 (in millions, except per unit information):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2013
 
September 30, 2013
Revenues
$
888.3

 
$
2,448.8

Net loss
$
(9.9
)
 
$
(43.2
)
 
 
 
 
Net loss per limited partner unit(1):
 
 
 
Basic
$
(0.11
)
 
$
(0.57
)
Diluted
$
(0.11
)
 
$
(0.57
)

(1) Basic and diluted net income per limited partner unit for the three and nine months ended September 30, 2013 were computed based on the presumption
that the common and subordinated units issued to acquire Legacy Crestwood GP (the accounting predecessor) were outstanding for the entire period
prior to the June 19, 2013 acquisition.

These amounts have been calculated after applying our accounting policies and adjusting the results of the acquisitions to reflect the depreciation and amortization based on the estimated fair value adjustments to property, plant and equipment and intangible assets.

Divestitures

On July 25, 2013, Crestwood Midstream sold a cryogenic plant and associated equipment for approximately $11.0 million (net of fees) and recognized a gain of approximately $4.4 million during the three months ended September 30, 2013.


Note 5 - Investments in Unconsolidated Affiliates

Jackalope Gas Gathering Services, L.L.C.

Crestwood Niobrara LLC (Crestwood Niobrara), our consolidated subsidiary, owns a 50% ownership interest in Jackalope Gas Gathering Services, L.L.C. (Jackalope) which we account for under the equity method of accounting. Our Jackalope investment is included in our gathering and processing segment.

Crestwood Niobrara acquired its interest in Jackalope in July 2013 for approximately $107.5 million. During the nine months
ended September 30, 2014 and 2013, Crestwood Niobrara contributed $78.3 million and $20.6 million to Jackalope to fund its
construction projects.

Our investment in Jackalope was $205.6 million and $127.2 million at September 30, 2014 and December 31, 2013. We have reflected the earnings from our investment in Jackalope in our consolidated statements of income, which includes our share of Jackalope’s net earnings based on our ownership interest and other adjustments recorded by us as discussed below. Our share of Jackalope’s net earnings was approximately $1.2 million and $0.2 million for the three months ended September 30, 2014 and 2013 and $2.4 million and $0.2 million for the nine months ended September 30, 2014 and 2013. As of September 30, 2014, our investment balance in Jackalope exceeded our equity in the underlying net assets of Jackalope by approximately $54.5 million. We amortize and generally assess the recoverability of this amount based on the life of Jackalope’s gathering agreement with Chesapeake Energy Corporation (Chesapeake) and RKI Exploration and Production, LLC (RKI). The amortization is reflected as a reduction of our earnings from unconsolidated affiliates, and we recorded amortization expense of approximately $0.8 million and $0.6 million for the three months ended September 30, 2014 and 2013 and $2.3 million and $0.6 million for the nine months ended September 30, 2014 and 2013.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Jackalope is required to make quarterly distributions of its available cash to its members based on their respective ownership percentage. During the nine months ended September 30, 2014 and 2013, Jackalope did not make any distributions to its members.

Powder River Basin Industrial Complex, LLC

Crestwood Crude Logistics LLC (Crude Logistics), our consolidated subsidiary, owns a 50% ownership interest in Powder River Basin Industrial Complex, LLC (PRBIC) which we account for under the equity method of accounting. Our PRBIC investment is included in our NGL and crude services segment.

Crestwood Logistics acquired its interest in PRBIC in September 2013 for approximately $22.5 million. During the nine months ended September 30, 2014 and 2013, Crude Logistics contributed approximately $3.5 million and $1.9 million to PRBIC to fund its construction projects.

Our investment in PRBIC was $26.3 million and $24.2 million at September 30, 2014 and December 31, 2013. During the three and nine months ended September 30, 2014, our share of PRBIC’s loss was approximately $0.1 million and $1.4 million. As of September 30, 2014, our investment balance in PRBIC approximated our equity in the underlying net assets of PRBIC. Our share of PRBIC’s net earnings was not material for the three months ended September 30, 2013.

PRBIC is required to make quarterly distributions of its available cash to its members based on their respective ownership percentage. During the nine months ended September 30, 2014 and 2013, PRBIC did not make any distributions to its members.


Note 6 - Earnings Per Limited Partner Unit

Our net income is allocated to the subordinated and limited partner unitholders based on their ownership percentage. We calculate basic net income per limited partner unit using the two-class method. Diluted net income per limited partner unit is computed by dividing net income attributable to the limited partners by the weighted-average number of units outstanding and the effect of dilutive units granted in the acquisition of Legacy Crestwood GP. The weighted average number of units outstanding is calculated based on the presumption that the common and subordinated units issued to acquire Legacy Crestwood GP (the accounting predecessor) were outstanding for the entire period prior to the June 19, 2013 acquisition. There were no units excluded from our dilutive earnings per share as we did not have any anti-dilutive units for the three and nine months ended September 30, 2014 and 2013.


Note 7 – Risk Management

We are exposed to certain market risks related to our ongoing business operations. These risks include exposure to changing commodity prices as well as fluctuations in interest rates. We utilize derivative instruments to manage our exposure to fluctuations in commodity prices, which is discussed below. We also periodically utilize derivative instruments to manage our exposure to fluctuations in interest rates, which is discussed in Note 9.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Commodity Derivative Instruments and Price Risk Management

Risk Management Activities

We sell NGLs to energy related businesses and may use a variety of financial and other instruments including forward contracts involving physical delivery of NGLs, heating oil and crude oil. We will periodically enter into offsetting positions to economically hedge against the exposure our customer contracts create. Certain of these contracts and positions are derivative instruments. We do not designate any of our commodity-based derivatives as hedging instruments for accounting purposes. Our commodity-based derivatives are reflected at fair value in the consolidated balance sheets, and changes in the fair value of these derivatives that impact the consolidated statements of operations are reflected in costs of product/services sold. During the three and nine months ended September 30, 2014, the impact to the statement of operations related to our commodity-based derivatives reflected in costs of product/services sold was a gain of $5.9 million and $10.4 million. During the three and nine months ended September 30, 2013, the impact to the statement of operations related to our commodity-based derivatives reflected in costs of product/services sold was a loss of $2.0 million in both periods. We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. This balance in the contractual portfolio significantly reduces the volatility in costs of product/services sold related to these instruments.

Commodity Price and Credit Risk

Notional Amounts and Terms

The notional amounts and terms of our derivative financial instruments include the following at September 30, 2014 and December 31, 2013 (in millions):
 
September 30, 2014
 
December 31, 2013
 
Fixed Price
Payor
 
Fixed Price
Receiver
 
Fixed Price
Payor
 
Fixed Price
Receiver
Propane, crude and heating oil (barrels)
7.4

 
9.5

 
5.6

 
6.8

Natural gas (MMBTU’s)
0.3

 
0.1

 

 


Notional amounts reflect the volume of transactions, but do not represent the amounts exchanged by the parties to the financial instruments. Accordingly, notional amounts do not reflect our monetary exposure to market or credit risks.

All contracts subject to price risk had a maturity of 31 months or less; however, 96% of the contracts expire within 12 months.

Credit Risk

Inherent in our contractual portfolio are certain credit risks. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. We take an active role in managing credit risk and have established control procedures, which are reviewed on an ongoing basis. We attempt to minimize credit risk exposure through credit policies and periodic monitoring procedures as well as through customer deposits, letters of credit and entering into netting agreements that allow for offsetting counterparty receivable and payable balances for certain financial transactions, as deemed appropriate. The counterparties associated with assets from price risk management activities as of September 30, 2014 and December 31, 2013 were energy marketers and propane retailers, resellers and dealers.

Certain of our derivative instruments have credit limits that require us to post collateral. The amount of collateral required to be posted is a function of the net liability position of the derivative as well as our established credit limit with the respective counterparty. If our credit rating were to change, the counterparties could require us to post additional collateral. The amount of additional collateral that would be required to be posted would vary depending on the extent of change in our credit rating as well as the requirements of the individual counterparty. The aggregate fair value of all commodity derivative instruments with credit-risk-related contingent features that are in a liability position at September 30, 2014 is $4.2 million for which we have posted no collateral in the normal course of business. In addition, we have posted $7.1 million of New York Mercantile Exchange (NYMEX) margin deposits in the normal course of business. We have also received collateral of $13.9 million in the normal course of business. All collateral amounts have been netted against the asset or liability with the respective counterparty.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Note 8 – Fair Value Measurements

The accounting standard for fair value measurement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and US government treasury securities.

Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter (OTC) forwards, options and physical exchanges.

Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Cash and Cash Equivalents, Accounts Receivable and Accounts Payable

As of September 30, 2014 and December 31, 2013, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable represent fair value based on the short-term nature of these instruments.

Credit Facilities

The fair value of the amounts outstanding under our credit facilities approximates their carrying amounts as of September 30, 2014 and December 31, 2013 due primarily to the variable nature of the interest rates of the instruments, which is considered a Level 2 fair value measurement.

Senior Notes

We estimate the fair value of our senior notes primarily based on quoted market prices for the same or similar issuances (representing a Level 2 fair value measurement). The following table reflects the carrying value and fair value of our senior notes (in millions):
 
September 30, 2014
 
December 31, 2013
 
Carrying Amount
 
Fair
Value
 
Carrying Amount
 
Fair
Value
CEQP Senior Notes
$
11.4

 
$
11.7

 
$
11.4

 
$
11.6

Crestwood Midstream 2019 Senior Notes
$
351.0

 
$
369.5

 
$
351.2

 
$
379.3

Crestwood Midstream 2020 Senior Notes
$
504.1

 
$
507.9

 
$
504.7

 
$
513.8

Crestwood Midstream 2022 Senior Notes
$
600.0

 
$
603.0

 
$
600.0

 
$
617.3


Assets and Liabilities

As of September 30, 2014, we held certain assets and liabilities that are required to be measured at fair value on a recurring basis, which include our derivative instruments related to heating oil, crude oil, NGLs and interest rates. Our derivative instruments consist of forwards, swaps, futures, physical exchanges and options.

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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



Certain of our derivative instruments are traded on the NYMEX. These instruments have been categorized as Level 1.

Our derivative instruments also include OTC contracts, which are not traded on a public exchange. The fair values of these derivative instruments are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. These instruments have been categorized as Level 2.

Our OTC options are valued based on the Black Scholes option pricing model that considers time value and volatility of the underlying commodity. The inputs utilized in the model are based on publicly available information as well as broker quotes. These options have been categorized as Level 2.

The assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following tables set forth by level within the fair value hierarchy, our assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2014 and December 31, 2013 (in millions):
 
September 30, 2014
 
Fair Value of Derivatives
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Netting
Agreements(1)
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
Assets from price risk management
$
0.3

 
$
24.7

 
$

 
$
25.0

 
$
(5.4
)
 
$
19.6

Suburban Propane Partners, L.P. units
6.3

 

 

 
6.3

 

 
6.3

Total assets at fair value
$
6.6

 
$
24.7

 
$

 
$
31.3

 
$
(5.4
)
 
$
25.9

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Liabilities from price risk management
$
0.4

 
$
11.3

 
$

 
$
11.7

 
$
1.7

 
$
13.4

Interest rate swaps

 
3.1

 

 
3.1

 

 
3.1

Total liabilities at fair value
$
0.4

 
$
14.4

 
$

 
$
14.8

 
$
1.7

 
$
16.5

 
December 31, 2013
 
Fair Value of Derivatives
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Netting
Agreements(1)
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
Assets from price risk management
$
0.3

 
$
27.7

 
$

 
$
28.0

 
$
(13.5
)
 
$
14.5

Suburban Propane Partners, L.P. units
6.7

 

 

 
6.7

 

 
6.7

Total assets at fair value
$
7.0

 
$
27.7

 
$

 
$
34.7

 
$
(13.5
)
 
$
21.2

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Liabilities from price risk management
$
0.1

 
$
39.5

 
$

 
$
39.6

 
$
(4.7
)
 
$
34.9

Interest rate swaps

 
4.3

 

 
4.3

 

 
4.3

Total liabilities at fair value
$
0.1

 
$
43.8

 
$

 
$
43.9

 
$
(4.7
)
 
$
39.2


(1)
Amounts represent the impact of legally enforceable master netting agreements that allow us to settle positive and negative positions as well as cash collateral held or placed with the same counterparties.



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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Note 9 – Long-Term Debt

Long-term debt consisted of the following at September 30, 2014 and December 31, 2013 (in millions):
 
September 30,
2014
 
December 31,
2013
CEQP Credit Facility
$
459.9

 
$
381.0

CEQP Senior Notes
11.4

 
11.4

Crestwood Midstream Revolver
435.0

 
414.9

Crestwood Midstream 2019 Senior Notes
350.0

 
350.0

Premium on Crestwood Midstream 2019 Senior Notes
1.0

 
1.2

Crestwood Midstream 2020 Senior Notes
500.0

 
500.0

Fair value adjustment of Crestwood Midstream 2020 Senior Notes
4.1

 
4.7

Crestwood Midstream 2022 Senior Notes
600.0

 
600.0

Other
6.3

 
2.8

Total debt
2,367.7

 
2,266.0

Less: current portion
10.5

 
5.1

Total long-term debt
$
2,357.2

 
$
2,260.9


We and our subsidiaries do not provide credit support or guarantee any amounts outstanding under the credit facility or notes of Crestwood Midstream. Crestwood Midstream and its subsidiaries do not provide credit support or guarantee any amounts outstanding under our credit facility or senior notes.

CEQP Credit Facility

We utilize a secured credit facility (the CEQP Credit Facility) with an aggregate revolving loan facility of $625 million due in July 2016, to fund working capital requirements, as a source of capital to fund capital expenditures and acquisitions and for general partnership purposes. All borrowings under the CEQP Credit Facility are generally secured by substantially all of our assets and the equity interests in all of our wholly owned subsidiaries.

On September 10, 2014, we amended the CEQP Credit Facility, among other things, to (i) increase the general partnership commitment from $550 million to $625 million, (ii) decrease the expansion option from $100 million to $25 million, and (iii) modify the maximum total leverage ratio financial covenant levels as discussed further below. The fees paid to our bank syndicate for this amendment were approximately $1.7 million and we will amortize such fees over the remaining term of the facility.

At September 30, 2014, the balance outstanding under the CEQP Credit Facility was $459.9 million and outstanding standby letters of credit were $46.9 million. We had $66.5 million of available capacity under the revolving credit facility (excluding standby letters of credit) at September 30, 2014 considering our most restrictive debt covenants under the facility. The interest rates on the CEQP Credit Facility are based on the prime rate and LIBOR plus the applicable spreads, resulting in interest rates which were between 2.66% and 4.75% at September 30, 2014. The weighted-average interest rate as of September 30, 2014 was 2.80%.

The credit agreement (as amended on September 10, 2014) governing the CEQP Credit Facility contains the following financial covenants:
 
the ratio of our total funded debt (as defined in the credit agreement) to consolidated EBITDA (as defined in the credit agreement) was amended to increase the ratio from 4.75 to 1.0 to no greater than (i) 5.50 to 1.0 for the quarters ended September 30, 2014 and December 31, 2014, (ii) 5.25 to 1.0 for the quarter ended March 31, 2015, (iii) 5.00 to 1.0 for the quarter ended June 30, 2015, and (iv) 4.75 to 1.0 for the quarter ended September 30, 2015 and all subsequent quarters.

the ratio of our consolidated EBITDA to consolidated interest expense (as defined in the credit agreement), for the four quarters then most recently ended, must not be less than 2.50 to 1.0.

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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



At September 30, 2014, the total funded debt to consolidated EBITDA was approximately 4.74 to 1.0 and consolidated EBITDA to consolidated interest expense was approximately 6.62 to 1.0.

At September 30, 2014, we were in compliance with the debt covenants in the CEQP Credit Facility. For additional information regarding our debt covenants, see our 2013 Annual Report on Form 10-K as filed with the SEC.

We have entered into six interest rate swaps that mature in 2015 and 2016 to reduce our exposure to variable interest payments due under the CEQP Credit Facility. These swap agreements require us to pay the counterparty an amount based on fixed rates from 0.84% to 2.52% due quarterly on an aggregate notional amount of $225.0 million. In exchange, the counterparty is required to make quarterly floating interest rate payments on the same date to us based on the three-month LIBOR applied to the same aggregate notional amount of $225.0 million. During the three and nine months ended September 30, 2014, we recorded a gain of approximately $0.8 million and $2.0 million associated with these interest rate swaps, which is reflected as a reduction of our interest and debt expenses, net on our consolidated statements of operations.

CEQP Senior Notes

At September 30, 2014, we had $11.4 million in outstanding senior notes, the majority of which mature on October 1, 2018 and have a coupon rate of 7%. The outstanding senior notes do not contain any financial covenants.

Crestwood Midstream Revolver

Crestwood Midstream has a five-year $1 billion senior secured revolving credit facility due in October 2018 (the Crestwood Midstream Revolver), which is available to fund acquisitions, working capital and internal growth projects and for general partnership purposes. The Crestwood Midstream Revolver includes a sub-limit up to $25 million for same-day swing line advances and a sub-limit up to $250 million for letters of credit. Subject to limited exception, the Crestwood Midstream Revolver is secured by substantially all of the equity interests and assets of Crestwood Midstream’s restricted domestic subsidiaries, and is joint and severally guaranteed by substantially all of its restricted domestic subsidiaries.

On June 11, 2014, Crestwood Midstream amended its revolver to clarify, among other things, (i) the methodology for calculating the value of its investment in certain joint ventures constituting unrestricted subsidiaries, and (ii) that redemptions, repurchases and retirements of equity interests are permitted to the extent made solely through the issuance of additional equity units. Crestwood Midstream did not pay any fees to its bank syndicate for this amendment.

At September 30, 2014, the balance outstanding on the Crestwood Midstream Revolver was $435.0 million and outstanding standby letters of credit were $84.1 million. Crestwood Midstream had $227.0 million of available capacity under its revolving credit facility at September 30, 2014 considering its most restrictive debt covenants under the facility. The interest rates on the Crestwood Midstream Revolver are based on the prime rate and LIBOR plus the applicable spreads, resulting in interest rates which were between 2.91% and 5.00% at September 30, 2014. The weighted-average interest rate as of September 30, 2014 was 2.92%.

Crestwood Midstream is required under its credit agreement to maintain a consolidated leverage ratio (as defined in its credit agreement) of not more than 5.00 to 1.0 and an interest coverage ratio (as defined in its credit agreement) of not less than 2.50 to 1.0. The net debt to consolidated EBITDA was approximately 4.46 to 1.0 and consolidated EBITDA to consolidated interest expense was approximately 3.86 to 1.0 at September 30, 2014.

Crestwood Midstream Senior Notes

Crestwood Midstream has three series of senior unsecured notes outstanding, including (i) $350 million in aggregate principal amount of 7.75% Senior Notes due 2019 (the 2019 Senior Notes), (ii) $500 million in aggregate principal amount of 6.0% Senior Notes due 2020 (the 2020 Senior Notes), and (iii) $600 million in aggregate principal amount of 6.125% Senior Notes due 2022 (the 2022 Senior Notes, and together with the 2019 Senior Notes and 2020 Senior Notes, its Senior Notes). Crestwood Midstream's Senior Notes are guaranteed on a senior unsecured basis by all of its domestic restricted subsidiaries, subject to certain exceptions. 


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Under the indenture governing its 2019 Senior Notes, Crestwood Midstream may not pay any dividend on its common units unless, among other things, at the time of and after giving effect to such dividend payment, no default under the indenture has occurred and is continuing or would occur as a consequence of such dividend payment.

On July 17, 2014, Crestwood Midstream filed a registration statement with the SEC under which it offered to exchange $600 million in aggregate principal amount of registered 6.125% Senior Notes due 2022 for any and all outstanding 2022 Senior Notes, which were issued in a private offering in November 2013. Crestwood Midstream completed the exchange offer on August 29, 2014. The terms of the exchange notes are substantially identical to the terms of the 2022 Senior Notes, except that the exchange notes are freely tradable.

At September 30, 2014, Crestwood Midstream was in compliance with all of its debt covenants applicable to the Crestwood Midstream Revolver and its Senior Notes. For additional information regarding the Crestwood Midstream debt covenants, see our 2013 Annual Report on Form 10-K as filed with the SEC.

Other

For a description of our non-interest bearing obligations due under noncompetition agreements and other note payable agreements, see our 2013 Annual Report on Form 10-K as filed with the SEC.


Note 10 – Partners’ Capital

Distributions

Distributions to Partners

During the nine months ended September 30, 2013, Legacy Crestwood GP and Legacy Inergy paid cash distributions to their members of $9.3 million and $11.8 million, respectively. We paid cash distributions to our common unitholders of $22.3 million during the three months ended September 30, 2013.

A summary of our limited partner quarterly cash distributions for the nine months ended September 30, 2014 is presented below:
Nine Months Ended September 30, 2014
Record Date
 
Payment Date
 
Per Unit Rate
 
Cash Distributions
 (in millions)
February 7, 2014
 
February 14, 2014
 
$
0.1375

 
$
25.6

May 8, 2014
 
May 15, 2014
 
$
0.1375

 
25.7

August 7, 2014
 
August 14, 2014
 
$
0.1375

 
25.6

 
 
 
 
 
 
$
76.9


On October 22, 2014, we declared a distribution of $0.1375 per limited partner unit to be paid on November 14, 2014, to unitholders of record on November 7, 2014 with respect to the third quarter of 2014.

Distributions to Non-Controlling Partners

Crestwood Midstream paid cash distributions to its limited partners (excluding distributions to its general partner) of $222.4 million during the nine months ended ended September 30, 2014. Legacy Crestwood and Inergy Midstream paid cash distributions to their common unitholders of $75.8 million and $34.2 million, respectively during the nine months ended ended September 30, 2013.

Crestwood Midstream's partnership agreement requires it to make quarterly distributions to its Class A Preferred Unit holders. The holders of the Class A Preferred Units (the Preferred Units) are entitled to receive fixed quarterly distributions of $0.5804 per unit. For the 12 quarters following the quarter ended June 30, 2014 (the Initial Distribution Period), distributions on the Preferred Units can be made in additional Preferred Units, cash, or a combination thereof, at Crestwood Midstream's election. If Crestwood Midstream elects to pay the quarterly distribution through the issuance of additional Preferred Units, the number of units to be

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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


distributed will be calculated as the fixed quarterly distribution of $0.5804 per unit divided by the cash purchase price of $25.10 per unit. Crestwood Midstream accrues the fair value of such distribution at the end of the quarterly period and adjusts the fair
value of the distribution on the date the additional Preferred Units are distributed. Distributions on the Preferred Units following the Initial Distribution Period will be made in cash unless, subject to certain exceptions, (i) there is no distribution being paid on Crestwood Midstream's common units and (ii) its available cash (as defined in its partnership agreement) is insufficient to make a cash distribution to its Preferred Unit holders. If Crestwood Midstream fails to pay the full amount payable to its Preferred Unit holders in cash following the Initial Distribution Period, then (x) the fixed quarterly distribution on the Preferred Units will increase to $0.7059 per unit, and (y) Crestwood Midstream will not be permitted to declare or make any distributions to its common unitholders until such time as all accrued and unpaid distributions on the Preferred Units have been paid in full in cash. In addition, if Crestwood Midstream fails to pay in full any Class A Preferred Distribution (as defined in its partnership agreement), the amount of such unpaid distribution will accrue and accumulate from the last day of the quarter for which such distribution is due until paid in full, and any accrued and unpaid distributions will be increased at a rate of 2.8125% per quarter. For additional information on the Preferred Units, see the Crestwood Midstream Class A Preferred Units section below.

On July 23, 2014 and October 22, 2014, the board of directors of Crestwood Midstream's general partner authorized the issuance of 42,523 and 345,471 Preferred Units to its Preferred Unit holders for the quarters ended June 30, 2014 and September 30, 2014 in lieu of paying a cash distribution. In accordance with the Crestwood Midstream partnership agreement, the additional Preferred Units will be issued in November 2014.

Non-Controlling Partners Equity

Crestwood Midstream Class A Preferred Units

On June 17, 2014, Crestwood Midstream entered into definitive agreements with a group of investors, including Magnetar Capital, affiliates of GSO Capital Partners LP and GE Energy Financial Services (the Class A Purchasers). Under these agreements, Crestwood Midstream has agreed to sell to the Class A Purchasers and the Class A Purchasers have agreed to purchase from Crestwood Midstream up to $500 million of Preferred Units at a fixed price of $25.10 per unit on or before September 30, 2015. Contemporaneously with the closing of this equity commitment, on June 17, 2014, the Class A Purchasers purchased 11,952,191 Preferred Units for a cash purchase price of $25.10 per unit resulting in gross proceeds of approximately $300 million (net proceeds of approximately $293.7 million after deducting transaction fees and offering expenses). The Preferred Units are reflected as non-controlling interests in our consolidated financial statements. On September 22, 2014, the Class A Purchasers purchased 2,988,047 Preferred Units for a cash purchase price of $25.10 per unit resulting in gross proceeds to Crestwood Midstream of approximately $75.0 million (net proceeds of approximately $73.1 million after deducting transaction fees and offering expenses).

Subject to certain conditions, holders of the Preferred Units will have the right to convert Preferred Units into (i) common units on a one-for-one basis after June 17, 2017, or (ii) a number of common units determined pursuant to a conversion ratio set forth in the Crestwood Midstream partnership agreement upon the occurrence of certain events, such as a change in control. Also, subject to certain conditions after the full $500 million purchase commitment has been satisfied, Crestwood Midstream may convert the Preferred Units into common units at a conversion ratio set forth in the partnership agreement, which is based in part on the aggregate principal amount of the Preferred Units outstanding and the weighted average trading price of its common units. 

The Preferred Units have voting rights that are identical to the voting rights of the Crestwood Midstream common units and will vote with the common units as a single class, with each Preferred Unit entitled to one vote for each common unit into which such Preferred Unit is convertible, except that the Preferred Units are entitled to vote as a separate class on any matter on which all unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the Preferred Units in relation to Crestwood Midstream's other securities outstanding.

Additional information on the terms and conditions of the Preferred Units, including distribution, conversion, voting rights and liquidation preferences, is available on Crestwood Midstream's Form 8-Ks filed with the SEC on June 19, 2014 and July 11, 2014, respectively.

On July 9, 2014, Crestwood Midstream filed a shelf registration statement with the SEC under which holders of the Preferred Units may sell the common units into which the Preferred Units are convertible. The registration statement became effective on July 18, 2014. Crestwood Midstream registered 26,299,076 common units under the registration statement.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



Crestwood Niobrara Preferred Interest

Crestwood Niobrara issued a preferred interest to a subsidiary of General Electric Capital Corporation and GE Structured Finance, Inc. (collectively, GE) in conjunction with the acquisition of its investment in Jackalope. The preferred interest is reflected as non-controlling interest in our consolidated financial statements.

Pursuant to Crestwood Niobrara's agreement with GE, GE made capital contributions to Crestwood Niobrara in exchange for an equivalent number of preferred units. During the three months ended September 30, 2014 and 2013, GE made capital contributions of $20.3 million and $96.1 million to Crestwood Niobrara. During the nine months ended September 30, 2014 and 2013, GE made capital contributions of $53.9 million and $96.1 million to Crestwood Niobrara. As of September 30, 2014, GE has fulfilled its capital contribution commitment to Crestwood Niobrara of $150.0 million and is no longer required to make quarterly contributions to Crestwood Niobrara.

Crestwood Niobrara has the option to pay distributions to GE with cash or by issuing additional preferred units through the January 2015 distribution. During the three and nine months ended September 30, 2014, Crestwood Niobrara issued 3,073,357 and 7,819,661 preferred units to GE in lieu of paying a cash distribution. Crestwood Midstream serves as the managing member of Crestwood Niobrara and, subject to certain restrictions, it has the ability to redeem GE’s preferred interest in either cash or Crestwood Midstream common units at an amount equal to the face amount of the preferred units plus an applicable return. On October 31, 2014, Crestwood Niobrara issued 3,599,580 preferred units to GE in lieu of paying a cash distribution.

Net Income (Loss) Attributable to Non-Controlling Partners

The components of net income (loss) attributable to non-controlling partners on our consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013, are as follows (in millions):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Crestwood Midstream limited partner interests
$
(4.5
)
 
$
(1.5
)
 
$
(19.2
)
 
$
(8.8
)
Crestwood Niobrara preferred interests
4.5

 
1.9

 
11.3

 
1.9

Crestwood Midstream Class A preferred units
9.1

 

 
10.2

 

Net income (loss) attributable to non-controlling partners
$
9.1

 
$
0.4

 
$
2.3

 
$
(6.9
)

Other Partners’ Capital Transactions

Equity Distribution Agreement

On July 10, 2014, Crestwood Midstream entered into an equity distribution agreement with Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (each, a Manager), under which it may offer and sell from time to time through one or more of the Managers, its common units having an aggregate offering price of up to $300.0 million. Common units sold pursuant to this at-the-market (ATM) equity distribution program will be issued under a registration statement that became effective on May 27, 2014. Crestwood Midstream will pay the Managers an aggregate fee of up to 2.0% of the gross sales price per common unit sold under its ATM program. Crestwood Midstream has not issued any common units under this equity distribution program as of September 30, 2014 and through the date of this filing. Additional information on the Crestwood Midstream ATM equity distribution program is available in the Crestwood Midstream Form 8-K filed with the SEC on July 10, 2014.

Other

On January 8, 2013, Legacy Crestwood acquired Crestwood Holdings’ 65% membership interest in Crestwood Marcellus Midstream LLC (CMM) for approximately $258.0 million, of which approximately $129.0 million was funded through the issuance of 6,190,469 Class D units and the issuance of 133,060 general partner units to the Legacy Crestwood general partner. We reflected the issuances of the Class D and general partner units as distributions for additional interest in CMM in our consolidated statement of cash flows for the nine months ended September 30, 2013.

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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



In August 2012, Legacy Inergy contributed its retail propane operations to Suburban Propane Partners, L.P. (SPH).  In connection with this contribution, Legacy Inergy retained approximately 142,000 SPH units which we record at fair value each quarter.  The change in fair value is reflected in the consolidated statements of partners’ capital and the consolidated statements of comprehensive income.


Note 11 - Long-Term Incentive Plans

Long-term incentive awards are granted under the Crestwood Equity Partners LP Long Term Incentive Plan (Crestwood LTIP) (formerly the Inergy Long Term Incentive Plan) and the Crestwood Midstream Partners LP Long Term Incentive Plan (Crestwood Midstream LTIP) (formerly the Inergy Midstream, L.P. Long Term Incentive Plan) in order to align the economic interests of key employees and directors with those of CEQP and Crestwood Midstream's common unitholders and to provide an incentive for continuous employment. Long-term incentive compensation consist solely of grants of restricted common units (which represent limited partner interests of CEQP and Crestwood Midstream) which vest based upon continued service.

During 2014, we have issued restricted unit awards, which were approved by either CEQP's and Crestwood Midstream's Board compensation committee or pursuant to the authority granted by the Chief Executive Officer, to certain key employees. These awards vest upon continued service with the Company.

Crestwood LTIP

The following table summarizes information regarding restricted unit activity during the nine months ended September 30, 2014:
 
 
Units
 
Weighted-Average Grant Date Fair Value
Unvested - January 1, 2014
 
493,543

 
$
13.96

Vested - restricted units
 
(440,684
)
 
$
13.97

Granted - restricted units
 
1,354,534

 
$
13.30

Forfeited
 
(84,275
)
 
$
13.85

Unvested - September 30, 2014
 
1,323,118

 
$
13.29


As of September 30, 2014 and December 31, 2013, we had total unamortized compensation expense of approximately $10.3 million and $1.6 million related to restricted units, which we expect will be amortized during the next three years (or sooner in certain cases, which generally represents the original vesting period of these instruments), except for grants to non-employee directors of our general partner, which vest over one year.  We recognized compensation expense of approximately $2.3 million and $7.7 million (including $1.6 million and $5.2 million that was allocated to Crestwood Midstream) under the Crestwood LTIP during the three and nine months ended September 30, 2014, and $5.0 million and $5.5 million (including $3.1 million and $3.3 million that was allocated to Crestwood Midstream) under the Legacy Inergy long-term incentive plan during the three and nine months ended September 30, 2013, which is included in general and administrative expenses on our consolidated statements of operations.  We granted restricted units with a grant date fair value of approximately $18.0 million during the nine months ended September 30, 2014. As of September 30, 2014, we had 8,286,280 units available for issuance under the Crestwood LTIP.

Under the Crestwood LTIP, participants who have been granted restricted units may elect to have us withhold common units to satisfy minimum statutory tax withholding obligations arising in connection with the vesting of non-vested common units. Any such common units withheld are returned to the Crestwood LTIP on the applicable vesting dates, which correspond to the times at which income is recognized by the employee. When we withhold these common units, we are required to remit to the appropriate taxing authorities the fair value of the units withheld as of the vesting date. The number of units withheld is determined based on the closing price per common unit as reported on the NYSE on such dates. During the three months ended September 30, 2013, we withheld 57,501 common units and during the nine months ended September 30, 2014 and 2013, we withheld 156,904 and 214,438 common units to satisfy employee tax withholding obligations. There were no common units withheld during the three months ended September 30, 2014.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Crestwood Midstream LTIP

The following table summarizes information regarding restricted unit activity during the nine months ended September 30, 2014:
 
 
Units
 
Weighted-Average Grant Date Fair Value
Unvested - January 1, 2014
 
250,557

 
$
22.13

Vested - restricted units
 
(190,818
)
 
$
22.16

Granted - restricted units
 
838,036

 
$
23.31

Forfeited
 
(57,208
)
 
$
23.49

Unvested - September 30, 2014
 
840,567

 
$
23.21


As of September 30, 2014 and December 31, 2013, we had total unamortized compensation expense of approximately $11.6 million and $1.8 million related to restricted units issued under the Crestwood Midstream LTIP, which we expect will be amortized during the next three years (or sooner in certain cases, which generally represents the original vesting period of these instruments), except for grants to non-employee directors of the general partner of CEQP, which vest over one year. Crestwood Midstream recognized compensation expense of approximately $2.5 million and $8.7 million during the three and nine months ended September 30, 2014 and $1.7 million and $3.2 million during the three and nine months ended September 30, 2013, which is included in general and administrative expenses on our consolidated statements of operations. We granted restricted units with a grant date fair value of approximately $19.5 million during the nine months ended September 30, 2014.  As of September 30, 2014, we had 6,430,021 units available for issuance under the Crestwood Midstream LTIP.

Under the Crestwood Midstream LTIP, participants who have been granted restricted units may elect to have common units withheld to satisfy minimum statutory tax withholding obligations arising in connection with the vesting of non-vested common units. Any such common units withheld are returned to the Crestwood Midstream LTIP on the applicable vesting dates, which correspond to the times at which income is recognized by the employee. When such common units are withheld, Crestwood Midstream is required to remit to the appropriate taxing authorities the fair value of the units withheld as of the vesting date. The number of units withheld is determined based on the closing price per common unit as reported on the NYSE on such dates. During the three months ended September 30, 2013, Crestwood Midstream withheld 912 common units and during the nine months ended September 30, 2014 and 2013, Crestwood Midstream withheld 68,532 and 3,341 common units to satisfy employee tax withholding obligations. Crestwood Midstream withheld no common units during the three months ended September 30, 2014.

Employee Unit Purchase Plan

Beginning in September 2014, the board of directors of Crestwood Midstream's general partner made available an employee unit purchase plan under which employees of the general partner may purchase Crestwood Midstream's units through payroll deductions up to a maximum of 10 percent of the employees' eligible compensation. Under the plan, CMLP may purchase its units on the open market for the benefit of participating employees based on their payroll deductions. In addition, CMLP may contribute an additional 10 percent of participating employees' payroll deductions to purchase additional CMLP units for participating employees. Unless increased by the board of directors of Crestwood Midstream's general partner, the maximum number of units that may be purchased under the plan is 200,000.


Note 12 – Commitments and Contingencies

Legal Proceedings

Declaratory Action. In January 2014, the entity from whom we lease our Tres Palacios caverns, Underground Services Markham, LLC (USM), filed a petition in the 269th Judicial District Court, Harris County, Texas (Case No. 2014-00823) requesting declaratory judgment on several issues, including whether or not Tres Palacios Gas Storage LLC (TPGS) has breached its lease obligations by filing an application, on December 6, 2013, with the Federal Energy Regulatory Commission (FERC) (Docket No. CP14-27-000) to reduce the certificated working gas storage capacity of our Tres Palacios natural gas

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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


storage facility. We filed our response to USM’s petition in Harris County District Court on January 31, 2014, and requested that the court dismiss or abate the petition based on several grounds.

On March 4, 2014, USM and TPGS filed a joint motion with the District Court requesting an abatement until the FERC renders a decision in TPGS’s abandonment proceeding. The District Court granted the parties’ motion on March 13, 2014 and requested quarterly status reports on the FERC proceeding.

On April 15, 2014, TPGS filed with the FERC the results of a binding open season soliciting bids that closed on April 4, 2014, during which TPGS solicited offers for up to 22.9 Bcf of firm storage capacity at Tres Palacios. We advised the FERC that the open season did not result in any economically acceptable bids.

On September 30, 2014, USM and TPGS submitted a quarterly report advising the Harris County court that the FERC had not yet acted on the abandonment application but may at any time. We continue to believe that TPGS is entitled under its lease to request FERC authorization to reduce Tres Palacios' certificated working gas storage capacity, and that a reduction of such certificated working gas storage capacity will result in lower annual lease payments to USM under our lease.

Arrow Acquisition Class Action Lawsuit. Prior to the completion of the Arrow Acquisition on November 8, 2013, a train transporting over 50,000 barrels of crude oil produced in North Dakota derailed in Lac Megantic, Quebec, Canada on July 6, 2013. The derailment resulted in the death of 47 people, injured numerous others, and caused severe damage to property and the environment.  In October 2013, certain individuals suffering harm in the derailment filed a motion to certify a class action lawsuit in the Superior Court for the District of Megantic, Province of Quebec, Canada, on behalf of all persons suffering loss in the derailment.

In March 2014, the plaintiffs filed their fourth amended motion to name Arrow and numerous other energy companies as additional defendants in the class action lawsuit. The plaintiffs have named at least 53 defendants purportedly involved in the events leading up to the derailment, including the producers and sellers of the crude being transported, the midstream companies that transported the crude from the well head to the rail system, the manufacturers of the rail cars used to transport the crude, the railroad companies involved, the insurers of these companies, and the Canadian Attorney General.  The plaintiffs allege, among other things, that Arrow (i) was a producer of the crude oil being transported on the derailed train, (ii) was negligent in failing to properly classify the crude delivered to the trucks that hauled the crude to the rail loading terminal, and (iii) owed a duty to the petitioners to ensure the safe transportation of the crude being transported.  The motion to authorize the class action and motions in opposition were heard by the Court in June 2014. We anticipate a ruling from the Judge on Petitioners' motion to authorize the class action by the end of November 2014. We believe the claims against us are without merit and will vigorously defend ourselves.  Moreover, to the extent this action proceeds, we believe we have meritorious defenses to the claims.  Because this litigation is in the early stages of the proceeding, we are unable to estimate a reasonably possible loss or range of loss in this matter.  We believe this claim is an insurable event under our insurance policy and we have notified our insurance company of the claim.

We are periodically involved in litigation proceedings. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, then we accrue the estimated amount. The results of litigation proceedings cannot be predicted with certainty. We could incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and such developments could have a material adverse effect on our results of operations or cash flows in the period in which the amounts are paid and/or accrued. As of September 30, 2014 and December 31, 2013, we had less than $0.1 million accrued for our outstanding legal matters. Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures for which we can estimate will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures.

Any loss estimates are inherently subjective, based on currently available information, and are subject to management's judgment and various assumptions. Due to the inherently subjective nature of these estimates and the uncertainty and unpredictability surrounding the outcome of legal proceedings, actual results may differ materially from any amounts that have been accrued.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Regulatory Compliance

In the ordinary course of our business, we are subject to various laws and regulations. In the opinion of our management, compliance with current laws and regulations will not have a material effect on its results of operations, cash flows or financial condition.

Environmental Compliance

During the three months ended September 30, 2014, we experienced two releases totaling approximately 28,000 barrels of produced water on our Arrow water gathering system located on the Fort Berthold Indian Reservation in North Dakota. We immediately notified the National Response Center, the Three Affiliated Tribes and numerous other regulatory authorities, and thereafter contained and cleaned up the releases completely and placed the impacted segments of these water lines back into service during the third quarter of 2014. During the three months ended September 30, 2014, we recognized $3.7 million of operations and maintenance expense related to these releases, of which $1.7 million was included in other current liabilities on our balance sheet as of September 30, 2014. We will continue our remediation efforts to ensure the impacted lands are restored to their prior state, and we may potentially be subject to fines and penalties. As of September 30, 2014, we had no amounts accrued for fines and penalties. We believe these releases are insurable events under our policies, and we have notified our carriers of these events; however, we have not recorded an insurance receivable as of September 30, 2014.

Our operations are subject to stringent and complex laws and regulations pertaining to health, safety, and the environment. We are subject to laws and regulations at the federal, state and local levels that relate to air and water quality, hazardous and solid waste management and disposal and other environmental matters. The cost of planning, designing, constructing and operating our facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures. At September 30, 2014, our accrual of approximately $1.7 million was primarily related to the Arrow water releases described above, which is based on our undiscounted estimate of amounts we will spend on compliance with environmental and other regulations. We estimate that our potential liability for reasonably possible outcomes related to our environmental exposures (including the Arrow water releases described above) could range from approximately $1.7 million to $2.1 million. Our accrual and potential exposure related to our environmental matters was immaterial at December 31, 2013.

Contingent Consideration - Antero

In connection with the acquisition of Antero Resources (Antero), Legacy Crestwood agreed to pay Antero conditional consideration in the form of potential additional cash payments of up to $40.0 million, depending on the achievement of certain defined average annual production levels achieved during 2012, 2013 and 2014. During 2012 and 2013, Antero did not meet the annual production level to earn additional payments. Based on our estimates of Antero’s 2014 production, we believe their production levels will exceed the annual production threshold in the earn-out provision and accordingly, we recognized a liability of $40.0 million and $31.4 million as of September 30, 2014 and December 31, 2013, which we anticipate paying in the first quarter of 2015.


Note 13 – Related Party Transactions

The following table shows revenues, costs of goods sold and general and administrative expenses from our affiliates for the three and nine months ended September 30, 2014 and 2013 (in millions):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014(1)
 
2013
 
2014(1)
 
2013
Gathering and processing revenues
$
0.8

 
$
24.1

 
$
2.4

 
$
74.3

Gathering and processing costs of product/services sold
$
11.3

 
$
7.6

 
$
32.1

 
$
22.2

General and administrative expenses
$
4.5

 
$
5.9

 
$
12.8

 
$
16.5


(1) Concurrent with the Crestwood Merger, Quicksilver Resources Inc. (Quicksilver) is no longer a related party, and as a result our transactions with
Quicksilver subsequent to June 19, 2013, are now considered non-affiliated transactions.


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CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The following table shows accounts payable from our affiliates as of September 30, 2014 and December 31, 2013 (in millions):
 
September 30, 2014
 
December 31, 2013
Accounts payable
$
9.9

 
$
3.6


We had no accounts receivables from affiliates at September 30, 2014 and December 31, 2013. For additional information regarding our related party transactions, see our 2013 Annual Report on Form 10-K as filed with the SEC.


Note 14 – Segments

Financial Information

We have three operating and reportable segments: (i) gathering and processing operations; (ii) storage and transportation operations; and (iii) NGL and crude services operations. Our gathering and processing operations engage in the gathering, processing, treating, compression, transportation and sales of natural gas and the delivery of NGLs. Our storage and transportation operations provide regulated natural gas storage and transportation services to producers, utilities and other customers. Our NGL and crude services operations provide NGL processing and fractionation, NGLs and crude oil gathering, storage, marketing and transportation, supply and logistics services to producers, refiners, marketers, and other customers that effectively provide flow assurances to our customers, as well as the production and sale of salt products. Our corporate operations include all general and administrative expenses that are not allocated to our reportable segments. We assess the performance of our operating segments based on EBITDA, which represents operating income plus depreciation, amortization and accretion expense.

The following table is a reconciliation of net income to EBITDA (in millions):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Net income (loss)
$
11.9

 
$
(7.9
)
 
$
20.3

 
$
(8.5
)
Add:
 
 
 
 
 
 
 
Interest and debt expense, net
31.5

 
22.8

 
95.8

 
46.2

Provision for income taxes
0.1

 
0.5

 
1.1

 
1.2

Depreciation, amortization and accretion
71.7

 
55.4

 
209.2

 
105.8

EBITDA
$
115.2

 
$
70.8

 
$
326.4

 
$
144.7



28

Table of Contents
CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


The following tables summarize the reportable segment data for the three and nine months ended September 30, 2014 and 2013 (in millions). The net asset/liability from price risk management, as reported in the accompanying consolidated balance sheets, is primarily related to the NGL and crude services segment.
 
Three Months Ended September 30, 2014
 
Gathering and Processing
 
Storage and Transportation
 
NGL and Crude Services
 
Intersegment
 
Corporate
 
Total
Revenues
$
85.3

 
$
46.6

 
$
904.9

 
$
(0.6
)
 
$

 
$
1,036.2

Cost of product/services sold
18.6

 
7.4

 
817.9

 
(0.6
)
 

 
843.3

Operations and maintenance expense
15.9

 
6.0

 
34.0

 

 

 
55.9

General and administrative expense

 

 

 

 
21.4

 
21.4

Loss on long-lived assets
(0.9
)
 

 

 

 

 
(0.9
)
Earnings (loss) from unconsolidated affiliates, net
0.4

 

 
(0.1
)
 

 

 
0.3

Other income, net

 

 

 

 
0.2

 
0.2

EBITDA
$
50.3

 
$
33.2

 
$
52.9

 
$

 
$
(21.2
)
 
$
115.2

Goodwill
$
356.8

 
$
726.3

 
$
1,457.5

 
$

 
$

 
$
2,540.6

Total assets
$
2,682.7

 
$
2,125.3

 
$
3,713.7

 
$

 
$
195.0

 
$
8,716.7

Cash expenditures for property, plant and equipment
$
57.5

 
$
2.4

 
$
36.9

 
$

 
$
1.6

 
$
98.4

 
Three Months Ended September 30, 2013
 
Gathering and Processing
 
Storage and Transportation
 
NGL and Crude Services
 
Intersegment
 
Corporate
 
Total
Revenues
$
71.1

 
$
48.8

 
$
307.3

 
$

 
$

 
$
427.2

Cost of product/services sold
12.9

 
7.1

 
270.0

 

 

 
290.0

Operations and maintenance expense
14.9

 
6.8

 
15.5

 

 

 
37.2

General and administrative expense

 

 

 

 
29.1

 
29.1

Goodwill impairment
(4.1
)
 

 

 

 

 
(4.1
)
Gain on long-lived assets
4.4

 

 

 

 

 
4.4

Loss from unconsolidated affiliates, net
(0.4
)
 

 

 

 

 
(0.4
)
EBITDA
$
43.2

 
$
34.9

 
$
21.8

 
$

 
$
(29.1
)
 
$
70.8

Goodwill
$
356.8

 
$
1,133.6

 
$
1,430.8

 
$

 
$

 
$
2,921.2

Total assets
$
2,532.0

 
$
2,091.1

 
$
3,358.5

 
$

 
$
68.8

 
$
8,050.4

Cash expenditures for property, plant and equipment
$
84.1

 
$
12.4

 
$
17.9

 
$

 
$
0.1

 
$
114.5



29

Table of Contents
CRESTWOOD EQUITY PARTNERS LP (FORMERLY INERGY, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


 
Nine Months Ended September 30, 2014
 
Gathering and Processing
 
Storage and Transportation
 
NGL and Crude Services
 
Intersegment
 
Corporate
 
Total
Revenues
$
248.2

 
$
145.4

 
$
2,541.1

 
$
(0.6
)
 
$

 
$
2,934.1

Costs of product/services sold
54.9

 
21.4

 
2,301.2

 
(0.6
)
 

 
2,376.9

Operations and maintenance expense
44.0

 
18.5

 
86.2

 

 

 
148.7

General and administrative expense

 

 

 

 
73.4

 
73.4

Gain on long-lived assets
0.1

 
0.6

 
0.1

 

 

 
0.8

Loss on contingent consideration
(8.6
)
 

 

 

 

 
(8.6
)
Earnings (loss) from unconsolidated affiliates, net
0.1

 

 
(1.4
)
 

 

 
(1.3
)
Other income, net

 

 

 
 
 
0.4

 
0.4

EBITDA
$
140.9

 
$
106.1

 
$
152.4

 
$

 
$
(73.0
)
 
$
326.4

Goodwill
$
356.8

 
$
726.3

 
$
1,457.5

 
$

 
$

 
$
2,540.6

Total assets
$
2,682.7

 
$
2,125.3

 
$
3,713.7

 
$

 
$
195.0

 
$
8,716.7

Cash expenditures for property, plant and equipment
$
178.6

 
$
5.2

 
$
79.0

 
$

 
$
7.9

 
$
270.7

 
Nine Months Ended September 30, 2013
 
Gathering and Processing
 
Storage and Transportation
 
NGL and Crude Services
 
Intersegment
 
Corporate
 
Total
Revenues
$
214.6

 
$
55.1

 
$
348.8

 
$

 
$

 
$
618.5

Costs of product/services sold
40.4

 
7.7

 
307.4

 

 

 
355.5

Operations and maintenance expense
40.5

 
7.7

 
17.3

 

 

 
65.5

General and administrative expense

 

 

 

 
52.7

 
52.7