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(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Crestwood Equity Partners LP
iCommon
Units representing limited partnership interests
iCEQP
iNew York Stock Exchange
Crestwood Equity Partners LP
iPreferred
Units representing limited partnership interests
iCEQP-P
iNew York Stock Exchange
Crestwood Midstream Partners LP
None
None
None
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.
Crestwood
Equity Partners LP
iYes
☒
No
☐
Crestwood Midstream Partners LP
iYes
☒
No
☐
(Explanatory
Note: Crestwood Midstream Partners LP is currently a voluntary filer and is not subject to the filing requirements of the Securities Exchange Act of 1934. Although not subject to these filing requirements, Crestwood Midstream Partners LP 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.)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Crestwood
Equity Partners LP
iLarge accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
Crestwood Midstream Partners LP
Large accelerated filer
☐
Accelerated filer
☐
iNon-accelerated
filer
☒
Smaller reporting company
i☐
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Crestwood Equity Partners LP
☐
Crestwood Midstream Partners LP
☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Crestwood Equity Partners LP
Yes
i☐
No
☒
Crestwood
Midstream Partners LP
Yes
i☐
No
☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (April 28, 2023).
Crestwood
Equity Partners LP
i105,259,769
Crestwood Midstream Partners LP
iNone
Crestwood
Midstream Partners LP, as a wholly-owned subsidiary of a reporting company, meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format as permitted by such instruction.
Crestwood Equity Partners LP partners’ capital (ii105,286,780/
and ii104,646,374/
common units issued and outstanding at March 31, 2023 and December 31, 2022)
The accompanying notes to the consolidated financial statements apply to Crestwood Equity Partners LP (Crestwood Equity or CEQP) and Crestwood Midstream Partners LP (Crestwood Midstream or CMLP) unless otherwise indicated.
The accompanying consolidated financial statements and related notes should be read in conjunction with our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 27, 2023. The financial information as of March 31, 2023 and for the three months ended March 31, 2023 and 2022, is unaudited. The consolidated balance sheets as of December 31,
2022 were derived from the audited balance sheets filed in our 2022 Annual Report on Form 10-K.
Unless otherwise indicated, references in this report to “we,”“us,”“our,”“ours,”“our company,” the “Partnership,” the “Company,”“Crestwood Equity,”“CEQP,” 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 “Crestwood Midstream” and “CMLP” refer to Crestwood Midstream Partners LP and its consolidated subsidiaries, as the context requires.
Organization
Crestwood Equity Partners LP. CEQP is a publicly-traded (NYSE: CEQP) Delaware limited
partnership formed in March 2001. Crestwood Equity GP LLC, our wholly-owned subsidiary, owns our non-economic general partnership interest.
Crestwood Midstream Partners LP. Crestwood Equity owns a i99.9% limited partnership interest in Crestwood Midstream and Crestwood Gas Services
GP LLC, a wholly-owned subsidiary of Crestwood Equity, owns a i0.1% limited partnership interest in Crestwood Midstream. Crestwood Midstream GP LLC, a wholly-owned subsidiary of Crestwood Equity, owns the non-economic general partnership interest of Crestwood Midstream.
Business Description
Crestwood
Equity develops, acquires, owns or controls, and operates primarily fee-based assets and operations within the energy midstream sector. We provide broad-ranging infrastructure solutions across the value chain to service premier liquids-rich natural gas and crude oil shale plays across North America. We own and operate a diversified portfolio of natural gas liquids (NGLs), crude oil, natural gas and produced water gathering, processing, storage, disposal and transportation assets that connect fundamental energy supply with energy demand across the United States. Crestwood Equity is a holding company and all of its consolidated operating assets are owned by or through its wholly-owned subsidiary, Crestwood Midstream.
See Note 13 for information regarding our operating and reporting segments.
Note
2 – iBasis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
Our consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States (U.S. 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 U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC.
There were no material changes in our significant accounting policies from those described in our 2022 Annual Report on Form 10-K.
Note 3 – iAcquisition
On February
1, 2022, we completed the merger with Oasis Midstream Partners LP (Oasis Midstream), in an equity and cash transaction which was valued at approximately $i1.8 billion (the Oasis Merger). Pursuant to the merger agreement, Oasis Petroleum Inc., now known as Chord Energy Corporation (Chord), received $i150 million
in cash plus approximately i20.9 million newly issued CEQP common units in exchange for its i33.8 million
common units held in Oasis Midstream. In addition, Oasis Midstream’s public unitholders received approximately i12.9 million newly issued CEQP common units in exchange for the approximately i14.8 million
Oasis Midstream common units held by them. Additionally, under the merger agreement, Chord received a $i10 million cash payment in exchange for its ownership of the general partner of Oasis Midstream.
Note 4 – iCertain
Balance Sheet Information
Accrued Expenses and Other Liabilities
i
Accrued expenses and other liabilities consisted of the following (in millions):
(1)In
July 2022, we acquired the remaining i50% equity interest in Crestwood Permian Basin Holdings LLC (Crestwood Permian), whose operations included its i50%
equity interest in Crestwood Permian Basin LLC (Crestwood Permian Basin). As of March 31, 2023, our equity in the underlying net assets of Crestwood Permian Basin was less than the carrying value of our investment balance by approximately $i2.3 million. During the three months ended March 31, 2023, we recorded amortization of less than $i0.1
million related to this basis difference, which is reflected as a decrease in our earnings from unconsolidated affiliates in our consolidated statement of operations. Our Crestwood Permian Basin investment is included in our gathering and processing south segment.
(2)As of March 31, 2023, our equity in the underlying net assets of Tres Palacios Holdings LLC (Tres Holdings) exceeded the carrying value of our investment balance by approximately $i19.9
million. During both the three months ended March 31, 2023 and 2022, we recorded amortization of approximately $ii0.3/
million related to this excess basis, which is reflected as an increase in our earnings from unconsolidated affiliates in our consolidated statements of operations. Our Tres Holdings investment is included in our storage and logistics segment.
(3)As of March 31, 2023, our equity in the underlying net assets of Powder River Basin Industrial Complex, LLC (PRBIC) approximates the carrying value of our investment balance. Our PRBIC investment is included in our storage and logistics segment.
(4)As discussed above, in July 2022, we acquired the remaining i50%
equity interest in Crestwood Permian and as a result, we control and own i100% of the equity interests in Crestwood Permian. Our Crestwood Permian investment was previously included in our gathering and processing south segment.
/
Tres Holdings Divestiture
On February
20, 2023, we and Brookfield Infrastructure Group (Brookfield) entered into an agreement with a subsidiary of Enbridge, Inc. to sell each of our respective interests in Tres Holdings for total consideration of approximately $i335.0 million, plus working capital adjustments. The sale was completed on April 3, 2023 and we received net proceeds of approximately $i178.3 million.
We are exposed to certain market risks related to our ongoing business operations. These risks include exposure to changing commodity prices. We utilize derivative instruments to manage our exposure to fluctuations in commodity prices, which is discussed below. Additional information related to our derivatives is discussed in Note 7.
Risk Management Activities
We
sell NGLs (such as propane, ethane, butane and heating oil), crude oil and natural gas to energy-related businesses and may use a variety of financial and other instruments including forward contracts involving physical delivery of NGLs, crude oil and natural gas. We 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 our 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. Our commodity-based derivatives that are settled with physical commodities are reflected as an increase to product revenues, and the commodity inventory that is utilized
to satisfy those physical obligations is reflected as an increase to product costs in our consolidated statements of operations. Our commodity-based derivatives that are settled financially are also reflected in product costs in our consolidated statements of operations. iThe following table summarizes the increase (decrease) in our product revenues and product
costs, net, in our consolidated statements of operations related to our commodity-based derivatives (in millions):
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 product costs related to these instruments.
Notional Amounts and Terms
i
The notional amounts of our derivative financial instruments include the following:
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 i36 months or less; however, i92%
of the contracted volumes will be delivered or settled 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 our price risk management activities are 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. All collateral amounts have been netted against the asset or liability with the respective counterparty and are reflected in our consolidated balance sheets as assets and liabilities from price risk management activities. For a summary of the fair value of our commodity derivative instruments with credit-risk related contingent features and their associated collateral, see Note 7.
Note
7 – iFair 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 — Includes inputs that are observable in active markets for identical assets or liabilities as of the reporting date such as exchange-traded derivatives, listed equities and US government treasury securities.
•Level 2 — Includes inputs that are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Instruments in this category include non-exchange-traded derivatives such as over the counter (OTC) forwards, options and physical exchanges.
•Level 3 — Includes 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.
Financial
Assets and Liabilities
As of March 31, 2023 and December 31, 2022, 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 crude oil, NGLs and natural gas. Our derivative instruments consist of forwards, swaps, futures, physical exchanges and options. Our derivative instruments that are traded on the New York Mercantile Exchange have been categorized as Level 1. Our derivative instruments also include OTC contracts, which have been categorized as Level 2.
The following tables summarize the fair value hierarchy of our financial instruments that were reflected in our consolidated balance sheets (in millions):
Liabilities
from price risk management with credit-risk-related contingent features
$
i65.7
$
i420.1
$
i—
$
i485.8
$
(i452.1)
$
(i25.6)
$
i8.1
Liabilities
from price risk management without credit-risk-related contingent features
i—
i11.9
i—
i11.9
—
i3.9
i15.8
Total
liabilities at fair value
$
i65.7
$
i432.0
$
i—
$
i497.7
$
(i452.1)
$
(i21.7)
$
i23.9
(1)Amounts
represent the impact of legally enforceable master netting agreements that allow us to settle positive and negative positions.
(2)Amount primarily relates to our investment in Suburban Propane Partners, L.P. units, which is reflected in other non-current assets on CEQP’s consolidated balance sheets.
/
Cash, Accounts Receivable and Accounts Payable
As of March 31, 2023 and December 31, 2022, the carrying amounts of cash, accounts receivable and accounts payable approximate 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 respective carrying amounts as of March 31, 2023 and December 31, 2022, primarily due to the variable nature of the interest rates of the instruments, which is considered a Level 2 fair value measurement. See Note 8 for a further discussion of our credit facilities.
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). iThe following table represents the carrying amount (reduced for deferred financing costs associated with the respective notes) and fair value of our senior notes (in millions):
(1) The
carrying amount includes a fair value adjustment we recorded in conjunction with the merger with Oasis Midstream discussed in Note 3. For a further discussion of this fair value adjustment, see Note 8.
Note 8 – iLong-Term Debt
i
Long-term
debt consisted of the following (in millions):
April 2029 Senior Notes fair value adjustment,
net(1)
i25.7
i26.7
2031
Senior Notes
i600.0
i—
Less:
deferred financing costs, net
i34.8
i27.5
Total
long-term debt
$
i3,314.5
$
i3,378.3
(1)In
conjunction with the merger with Oasis Midstream discussed in Note 3, we assumed the April 2029 Senior Notes, and we recorded a fair value adjustment of approximately $i30.7 million. During the three months ended March 31, 2023 and 2022, we recorded a reduction to our interest and debt expense of approximately $i1.0 million
and $i0.7 million related to the amortization of the fair value adjustment.
/
Credit Facilities
CMLP Credit Facility. Crestwood Midstream’s ifive-year
$i1.75 billion revolving credit facility (the CMLP Credit Facility) is available to fund acquisitions, working capital and internal growth projects and for general partnership purposes. Subject to limited exception, the CMLP Credit Facility is guaranteed and secured by substantially all of the equity interests and assets of Crestwood Midstream’s subsidiaries, except for Crestwood Infrastructure Holdings LLC, Crestwood Niobrara LLC, PRBIC and Tres Holdings and their respective subsidiaries. In January 2023, Crestwood Permian and certain
of its subsidiaries were designated as guarantor subsidiaries of Crestwood Midstream’s credit facility and senior notes.
In conjunction with the merger with Oasis Midstream on February 1, 2022, we borrowed amounts under the CMLP Credit Facility to fund the cash paid of $i160 million to Oasis Petroleum and to repay approximately $i218 million
of borrowings on Oasis Midstream’s credit facility, which was retired on February 1, 2022.
Under the credit agreement, Crestwood Midstream is required to maintain a net debt to consolidated EBITDA ratio (as defined in the credit agreement) of not more than i5.50 to 1.0, a consolidated EBITDA to consolidated interest expense ratio (as defined in the credit agreement) of not less than i2.50
to 1.0, and a senior secured leverage ratio (as defined in the credit agreement) of
not more than i3.50 to 1.0. At March 31, 2023, the net debt to consolidated EBITDA ratio was approximately i4.18
to 1.0, the consolidated EBITDA to consolidated interest expense ratio was approximately i4.25 to 1.0, and the senior secured leverage ratio was i0.59 to 1.0.
At
March 31, 2023, Crestwood Midstream had $i1.1 billion of available capacity under the CMLP Credit Facility considering the most restrictive debt covenants in the credit agreement. At March 31, 2023 and December 31, 2022, outstanding standby letters of credit under the CMLP Credit Facility were $i7.9
million and $i8.2 million. Borrowings under the CMLP Credit Facility accrue interest at either prime or the Adjusted Term SOFR (as defined in the credit agreement) plus applicable spreads, which resulted in interest rates between i6.76%
and i9.00% at March 31, 2023 and i6.28% and i8.50%
at December 31, 2022. The weighted-average interest rate on outstanding borrowings as of March 31, 2023 and December 31, 2022 was i6.96% and i6.40%.
CPBH Credit Facility. In conjunction with the acquisition of the remaining i50% equity interest in Crestwood Permian in July 2022, we assumed a credit agreement entered into by CPB Subsidiary Holdings LLC (CPB Holdings), a wholly-owned subsidiary of Crestwood Permian (the CPBH Credit Facility). In January 2023, we utilized borrowings under the CMLP Credit Facility to repay and terminate the CPBH Credit Facility.
Senior
Notes
2031 Senior Notes.In January 2023, Crestwood Midstream issued $i600 million of i7.375% unsecured
senior notes due 2031 (the 2031 Senior Notes). The 2031 Senior Notes will mature on February 1, 2031, and interest is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The net proceeds from this offering of approximately $i592.5 million were used to repay borrowings outstanding under the CMLP Credit Facility.
Note
9 – iCommitments and Contingencies
Legal Proceedings
Linde Lawsuit. On December 23, 2019, Linde Engineering North America Inc. (Linde) filed a lawsuit in the District Court of Harris County, Texas alleging that Arrow Field Services, LLC, our consolidated subsidiary, and Crestwood Midstream breached a contract entered into in March 2018 under which Linde was
to provide engineering, procurement and construction services to us related to the completion of the construction of the Bear Den II cryogenic processing plant.
A jury trial concluded on June 17, 2022, and a final judgement was entered on October 24, 2022. The final judgment includes an award of damages of approximately $i20.7 million, a pre-judgement interest award of approximately $i17.7 million
and attorney fees and other costs of approximately $i4.7 million. We have insurance coverage related to certain pre-judgement interest awards but have not recorded a receivable related to any potential insurance recovery at March 31, 2023. On January 9, 2023, we paid approximately $i21.2 million
to the Court Registry under protest to mitigate the impact of post-judgement interest. We filed a Notice of Appeal on January 13, 2023, and we are unable to predict the ultimate outcome on the appeal related to this matter.
General. 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 March 31, 2023
and December 31, 2022, we had approximately $i9.0 million and $i35.0 million accrued
for 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.
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 our results of operations, cash flows or financial condition.
Environmental Compliance
Our operations are subject to stringent and complex laws and regulations pertaining to worker health, safety, and the environment. We are subject to laws and regulations at the federal, state, regional 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 both March 31, 2023 and December 31, 2022, our accrual for environmental matters was less than $i1.0 million and our potential exposure related to environmental matters was less than $i1.0 million
at March 31, 2023.
Self-Insurance
We utilize third-party insurance subject to varying retention levels of self-insurance, which management considers prudent. Such self-insurance relates to losses and liabilities primarily associated with medical claims, workers’ compensation claims and general, product, vehicle and environmental liability. Losses are accrued based upon management’s estimates of the aggregate liability for claims incurred using certain assumptions followed in the insurance industry and based on past experience. The primary assumption utilized is actuarially determined loss development factors. The loss development factors are based primarily on historical data. Our self-insurance reserves could be affected if future claim developments differ from the historical trends. We believe
changes in health care costs, trends in health care claims of our employee base, accident frequency and severity and other factors could materially affect the estimate for these liabilities. We continually monitor changes in employee demographics, incident and claim type and evaluate our insurance accruals and adjust our accruals based on our evaluation of these qualitative data points. We are liable for the development of claims for our previously disposed of retail propane operations, provided they were reported prior to August 1, 2012. iThe
following table summarizes CEQP’s and CMLP’s self-insurance reserves (in millions):
(1)At
March 31, 2023, CEQP and CMLP classified approximately $i3.2 million and $i2.7
million, respectively, of these reserves as other long-term liabilities on their consolidated balance sheets.
Indemnifications
We periodically provide indemnification arrangements related to assets or businesses we have sold. Our potential exposure under indemnification arrangements can range from a specified amount to an unlimited amount, depending on the nature of the claim, specificity as to duration, and the particular transaction. As of March 31, 2023 and December 31, 2022, we have no amounts accrued for these indemnifications.
Lease
expense. Our operating lease expense, net totaled $i3.8 million and $i3.5 million for the three months ended March 31,
2023 and 2022. Our finance lease expense totaled $i0.8 million and $i0.9 million for the three months ended March 31,
2023 and 2022.
Other. In March 2022, we exercised an option to purchase crude oil railcars under certain of our finance leases as a result of our plan to exit our crude oil railcar operations. During the three months ended March 31, 2022, we recognized a loss on long-lived assets of approximately $i4.0 million
related to our anticipated sale of these crude oil railcars.
Note 11 – iPartners’ Capital and Non-Controlling Partner
Common Units
On February 1, 2022, we completed the merger with Oasis
Midstream. Pursuant to the merger agreement, Chord received cash and approximately i20.9 million newly issued CEQP common units in exchange for its common units held in Oasis Midstream. In addition, Oasis Midstream’s public unitholders received approximately i12.9 million
newly issued CEQP common units in exchange for the Oasis Midstream common units held by them. For a further discussion of the merger with Oasis Midstream, see Note 3.
Distributions
Crestwood Equity
Limited Partners.iA summary of CEQP’s limited partner quarterly cash distributions for the three months ended March 31,
2023 and 2022 is presented below:
Preferred
Unitholders. During the three months ended March 31, 2023 and 2022, we paid cash distributions to our preferred unitholders of approximately $ii15/
million in both periods. On April 20, 2023, the board of directors of our general partner authorized a cash distribution to our preferred unitholders of approximately $i15 million with respect to the quarter ended March 31, 2023.
Crestwood Midstream
During the three months ended March 31,
2023 and 2022, Crestwood Midstream paid cash distributions of $i85.9 million and $i238.1
million to its partners.
On February 1, 2022, Crestwood Midstream received a non-cash contribution of approximately $i1,075.1 million from Crestwood Equity related to net assets it acquired in conjunction with the merger with Oasis Midstream. In addition, on February 1, 2022, Crestwood Equity contributed cash acquired in conjunction with the merger with Oasis Midstream of approximately
$i14.9 million to Crestwood Midstream.
Non-Controlling Partner
Crestwood Niobrara LLC (Crestwood Niobrara) issued preferred interests to CN Jackalope Holdings LLC (Jackalope Holdings), which are reflected as non-controlling interest in subsidiary apart from partners’ capital (i.e., temporary equity) on our consolidated balance sheets. We adjust the carrying amount of our non-controlling interest to its redemption value each period
through net income attributable to non-controlling partner.
i
The following tables show the change in our non-controlling interest in subsidiary at March 31, 2023 and 2022 (in millions):
In
April 2023, Crestwood Niobrara paid a cash distribution of approximately $i10.3 million to Jackalope Holdings with respect to the quarter ended March 31, 2023.
Other
In February 2023, Crestwood Equity issued i245,929
performance units (the February 2023 Units) under the Crestwood Equity Partners LP 2018 Long-Term Incentive Plan (Crestwood LTIP). The performance units are designed to provide an incentive for continuous employment to certain key employees. The vesting of performance units is subject to the attainment of certain performance and market goals over a ithree-year period, and entitle a participant to receive common units of Crestwood Equity without payment of an exercise price upon vesting. As of March 31,
2023, we had total unamortized compensation expense of approximately $i5.7 million related to the February 2023 Units. During the three months ended March 31, 2023, we recognized compensation expense of $i0.4 million
related to the February 2023 Units, which is included in general and administrative expenses on our consolidated statements of operations.
During the three months ended March 31, 2023, i161,278 performance units that were previously issued in 2020 under the Crestwood LTIP vested, and as a result of the attainment of certain performance
and market goals and related distributions during the three years that the awards were outstanding, we issued i217,702 common units during the three months ended March 31, 2023 related to those performance units.
We calculate the dilutive effect of the preferred units and Crestwood Niobrara preferred units using the if-converted method which assumes units are converted at the beginning of the period (beginning with their respective issuance date), and the resulting common units are included in the denominator of the diluted net income per common unit calculation for the period being presented. Distributions declared
in the period and undeclared distributions that accumulated during the period are added back to the numerator for purposes of the if-converted calculation. The dilutive effect of the stock-based compensation performance units is calculated using the treasury stock method which considers the impact to net income or loss attributable to Crestwood Equity Partners and limited partner units from the potential issuance of limited partner units.
We exclude potentially dilutive securities from the determination of diluted earnings per unit (as well as their related income statement impacts) when their impact is anti-dilutive. iThe
following table summarizes information regarding the weighted-average of common units excluded during the three months ended March 31, 2023 and 2022(in millions):
(1)For
additional information regarding the potential conversion/redemption of our preferred units and Crestwood Niobrara’s preferred units to CEQP common units, and additional information regarding our performance units, see our 2022 Annual Report on Form 10-K.
i
The following table shows Crestwood Equity’s common unitholders’ interest in net income (loss) and weighted-average limited partner units used in computing basic and diluted net income (loss) per limited partner unit for the three months ended March 31,
2023 and 2022(in millions, except for per unit data):
Our financial statements reflect ithree
operating and reporting segments: (i) gathering and processing north operations; (ii) gathering and processing south operations; and (iii) storage and logistics operations. Our corporate operations include all general and administrative expenses that are not allocated to our reportable segments.
Below is a description of our operating and reporting segments.
•Gathering and Processing North. Our gathering and processing north operations provide natural gas gathering, compression, treating and processing services, crude oil gathering and storage services and produced water gathering and disposal services to producers in the Williston Basin and Powder River Basin.
•Gathering and Processing South.
Our gathering and processing south operations provide natural gas gathering, compression, treating and processing services, crude oil gathering services and produced water gathering and disposal services to producers in the Delaware Basin.
•Storage and Logistics. Our storage and logistics operations provide NGLs, crude oil and natural gas storage, terminal, marketing and transportation (including rail, truck and pipeline) services to producers, refiners, marketers, utilities and other customers.
We assess the performance of our operating segments based on EBITDA, which is identified as income before income taxes, plus debt-related costs (net interest and debt expense) and depreciation, amortization and accretion expense. iBelow
is a reconciliation of CEQP’s and CMLP’s net income to EBITDA (in millions):
iThe
following tables summarize CEQP’s and CMLP’s reportable segment data for the three months ended March 31, 2023 and 2022 (in millions). Intersegment revenues included in the following tables are accounted for as arms-length transactions that apply our revenue recognition policy described in our 2022 Annual Report on Form 10-K. Included in earnings from unconsolidated affiliates, net reflected in the tables below was approximately $i2.5 million
and $i4.6 million of our proportionate share of interest expense, depreciation and amortization expense and gains (losses) on long-lived assets, net recorded by our equity investments for the three months ended March 31, 2023 and 2022./
Our contract assets and contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Our receivables related to our revenue contracts accounted for under Accounting Standards Update 2014-09,
Revenue from Contracts with Customers (Topic 606) totaled $i340.0 million and $i368.2 million at March 31, 2023 and December 31,
2022, and are included in accounts receivable on our consolidated balance sheets. Our contract assets are included in other non-current assets on our consolidated balance sheets. Our contract liabilities primarily consist of current and non-current deferred revenues. On our consolidated balance sheets, our current deferred revenues are included in accrued expenses and other liabilities and our non-current deferred revenues are included in other long-term liabilities. The majority of revenues associated with our deferred revenues is expected to be recognized as the performance obligations under the related contracts are satisfied over the next i14
years.
i
The following table summarizes our contract assets and contract liabilities (in millions):
(1)During
the three months ended March 31, 2023, we recognized revenues of approximately $i8.0 million that were previously included in contract liabilities at December 31, 2022. The remaining change in our contract liabilities during the three months ended March 31, 2023 related to capital reimbursements associated with our revenue contracts and revenue deferrals associated with our
contracts with increasing (decreasing) rates.
/
i
The following table summarizes the transaction price allocated to our remaining performance obligations under certain contracts that have not been recognized as of March 31, 2023(in millions):
Remainder
of 2023
$
i45.2
2024
i42.1
2025
i2.0
2026
i0.6
2027
i0.5
Thereafter
i0.6
Total
$
i91.0
/
Our
remaining performance obligations presented in the table above exclude estimates of variable rate escalation clauses in our contracts with customers, and is generally limited to fixed-fee and percentage-of-proceeds service contracts which have fixed pricing and minimum volume terms and conditions. Our remaining performance obligations generally exclude, based on the following practical expedients that we elected to apply, disclosures for (i) variable consideration allocated to a wholly-unsatisfied promise to transfer a distinct service that forms part of the identified single performance obligation; (ii) unsatisfied performance obligations where the contract term is one year or less; and (iii) contracts for which we recognize revenues as amounts are invoiced.
Disaggregation of Revenues
iThe
following tables summarize our revenues from contracts with customers disaggregated by type of product/service sold and by commodity type for each of our segments for the three months ended March 31, 2023 and 2022 (in millions). We believe this summary best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. Our non-Topic 606 revenues presented in the tables below primarily represents revenues related to our commodity-based derivatives.
We enter into transactions with our affiliates within the ordinary course of business, including product purchases, marketing services and various operating agreements, including operating leases. We also enter into transactions with our affiliates related to services provided on our expansion projects. For a further description of our related party agreements, see our 2022 Annual Report on Form 10-K. During the three months ended March 31,
2023, we paid approximately $i0.5 million of capital expenditures to Applied Consultants, Inc., an affiliate of First Reserve.
Costs
of product/services sold at CEQP and CMLP(2)
$
i0.4
$
i68.5
Operations
and maintenance expenses at CEQP and CMLP(3)
$
i2.4
$
i4.8
General
and administrative expenses charged by CEQP to CMLP, net(4)
$
i8.9
$
i7.5
General
and administrative expenses at CEQP and CMLP(5)
$
i—
$
i0.9
(1)Includes
(i) $i59.0 million during the three months ended March 31, 2022 primarily related to the sale of crude oil and NGLs to a subsidiary of Chord; (ii) $i36.6 million during the three months ended March 31,
2022 primarily related to gathering and processing services provided to a subsidiary of Chord; (iii) $i1.6 million during the three months ended March 31, 2022 related to the sale of NGLs to a subsidiary of Crestwood Permian; and (iv) $i0.5
million during the three months ended March 31, 2022 related to compressor leases with a subsidiary of Crestwood Permian.
(2)Includes (i) $i0.3 million and $i0.9
million during the three months ended March 31, 2023 and 2022 primarily related to purchases of natural gas from a subsidiary of Tres Holdings; (ii) $i0.1 million during the three months ended March 31, 2023 related to gathering services under agreements Crestwood Permian Basin; (iii) $i31.4
million during the three months ended March 31, 2022 primarily related to purchases of NGLs from a subsidiary of Chord; and (iv) $i36.2 million during the three months ended March 31, 2022 related to purchases of natural gas and NGLs from a subsidiary of Crestwood Permian.
(3)We have operating agreements with certain of our unconsolidated affiliates pursuant to which we charge
them operations and maintenance expenses in accordance with their respective agreements, and these charges are reflected as a reduction of operations and maintenance expenses in our consolidated statements of operations. During the three months ended March 31, 2023, we charged $i1.3 million to Tres Holdings and $i1.1
million to Crestwood Permian Basin. During the three months ended March 31, 2022, we charged $i1.2 million to Tres Holdings and $i3.6
million to Crestwood Permian.
(4)Includes $i10.0 million and $i8.6
million of unit-based compensation charges allocated from CEQP to CMLP during the three months ended March 31, 2023 and 2022. In addition, includes $ii1.1/
million of CMLP’s general and administrative costs allocated to CEQP during both the three months ended March 31, 2023 and 2022.
(5)Represents general and administrative expenses related to a transition services agreement with Chord.
/
i
The
following table shows accounts receivable and accounts payable from our affiliates (in millions):
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included in this Quarterly Report on Form 10-Q and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2022 Annual Report on Form 10-K.
This report, including information included or incorporated by reference herein, contains forward-looking statements concerning the financial condition, results of operations, plans, objectives,
future performance and business of our company and its subsidiaries. These forward-looking statements include:
•statements that are not historical in nature, including, but not limited to: (i) our belief that anticipated cash from operations, cash distributions from entities that we control, and borrowing capacity under our credit facility will be sufficient to meet our anticipated liquidity needs for the foreseeable future; (ii) our belief that we do not have material potential liability in connection with legal proceedings that would have a significant financial impact on our consolidated financial condition, results of operations or cash flows; and (iii) our belief that our assets will continue to benefit from the development of unconventional shale plays as significant supply basins; and
•statements
preceded by, followed by or that contain forward-looking terminology including the words “believe,”“expect,”“may,”“will,”“should,”“could,”“anticipate,”“estimate,”“intend” or the negation thereof, or similar expressions.
Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:
•our ability to successfully implement our business plan for our assets and operations;
•governmental legislation and regulations;
•industry
and global factors that influence the supply of and demand for crude oil, natural gas and NGLs;
•industry factors that influence the demand for services in the markets (particularly unconventional shale plays) in which we provide services;
•weather conditions;
•outbreak of illness, pandemic or any other public health crisis, including the COVID-19 pandemic;
•the availability of crude oil, natural gas and NGLs, and the price of those commodities, to consumers relative to the price of alternative and competing fuels;
•the availability of storage and transportation infrastructure for hydrocarbons;
•the
ability of members of the Organization of Petroleum Exporting Countries and other oil-producing countries to agree and maintain oil price and production controls;
•changes in global economic conditions, including capital and credit market conditions, inflation and interest rates;
•costs or difficulties related to the integration of acquisitions;
•environmental claims;
•operating hazards and other risks incidental to the provision of midstream services, including gathering, compressing, treating, processing, fractionating, transporting and storing energy products (i.e., crude oil, NGLs and natural gas) and related products (i.e., produced water);
•the
price and availability of debt and equity financing, including our ability to raise capital through alternatives like joint ventures; and
•the ability to sell or monetize assets, to reduce indebtedness, to repurchase our equity securities, to make strategic investments, or for other general partnership purposes.
For additional factors that could cause actual results to be materially different from those described in the forward-looking statements above, see Part I, Item 1A. Risk Factors of our 2022 Annual Report on Form 10-K.
Outlook and Trends
Our business objective is to create long-term value
for our unitholders. We expect to create value for our investors by generating stable operating margins and improving cash flows from our diversified midstream operations by prudently financing investments in our assets and expansions of our portfolio, maximizing throughput and optimizing services on our assets, and effectively controlling our capital expenditures, operating and administrative costs.
On February 20, 2023, we and Brookfield entered into an agreement with a third party to sell each of our respective interests in Tres Holdings for total consideration of approximately $335
million, plus working capital adjustments. The sale was completed on April 3, 2023 and largely completes our strategic realignment to divest of non-core assets.
In 2023, we plan to continue executing on our core-asset optimization strategy. To accomplish this strategy, we have taken steps to (i) engage with our customers to maintain and grow volumes across our asset portfolio; (ii) minimize growth capital expenditures to better align with development activity by our gathering and processing customers; (iii) realign our organization to reduce operating and administrative expenses from recent acquisitions and divestitures; (iv) optimize our storage, transportation and marketing assets to take advantage of regional commodity price volatility; and (v) evaluate our debt and equity structure to preserve liquidity and further enhance balance sheet strength. Given
our efforts over the past few years to improve the Partnership’s competitive position in the businesses we operate, manage costs and improve margins and create a stronger balance sheet, we believe we are well positioned to execute our business plan.
How We Evaluate Our Operations
We evaluate our overall business performance based primarily on EBITDA and Adjusted EBITDA. We do not utilize depreciation, amortization and accretion expense in our key measures because we focus our performance management on cash flow generation and our assets have long useful lives.
EBITDA and Adjusted EBITDA - We believe that EBITDA and Adjusted EBITDA are widely accepted financial indicators of a company’s operational performance and its ability to incur and service debt,
fund capital expenditures and make distributions. We believe that EBITDA and Adjusted EBITDA are useful to our investors because it allows them to use the same performance measure analyzed internally by our management to evaluate the performance of our businesses and investments without regard to the manner in which they are financed or our capital structure. EBITDA is defined as income before income taxes, plus debt-related costs (interest and debt expense, net) and depreciation, amortization and accretion expense. Adjusted EBITDA considers the adjusted earnings impact of our unconsolidated affiliates by adjusting our equity earnings or losses from our unconsolidated affiliates to reflect our proportionate share (based on the distribution percentage) of their EBITDA, excluding gains and losses on long-lived assets and other impairments. Adjusted EBITDA also considers the impact of certain significant items, such as unit-based compensation charges, gains or losses on
long-lived assets, third party costs incurred related to potential and completed acquisitions, certain environmental remediation costs, the change in fair value of commodity inventory-related derivative contracts, costs associated with the realignment and restructuring of our operations and corporate structure, and other transactions identified in a specific reporting period. The change in fair value of commodity inventory-related derivative contracts is considered in determining Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts differs from the recognition of revenue for the related underlying sale of inventory to which these derivatives relate. Changes in the fair value of other derivative contracts are not considered in determining Adjusted EBITDA given the relatively short-term nature of those derivative contracts. EBITDA and Adjusted EBITDA are not measures calculated in accordance with U.S. GAAP, as they do not
include deductions for items such as depreciation, amortization and accretion, interest and income taxes, which are necessary to maintain our business. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income, operating cash flow or any other measure of financial performance presented in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA calculations may vary among entities, so our computation may not be comparable to measures used by other companies. See our reconciliation of net income to EBITDA and Adjusted EBITDA in “Results of Operations” below.
Below
is a discussion of the factors that impacted EBITDA by segment for the three months ended March 31, 2023 compared to the same period in 2022.
Gathering and Processing North
EBITDA for our gathering and processing north segment was relatively flat during the three months ended March 31, 2023 compared to the same period in 2022, primarily due to the contribution of our Williston Basin operations acquired in conjunction with the merger with Oasis Midstream in February 2022, offset by the decline in gathering and processing volumes and the impact of lower commodity prices experienced by our Arrow operations during the three months ended March 31, 2023 compared to the same period in 2022.
Our
gathering and processing north segment’s revenues decreased by approximately $48.2 million during the three months ended March 31, 2023 compared to the same period in 2022, while our costs of product/services sold decreased by approximately $53.2 million. These decreases were primarily driven by our Arrow operations which experienced a more than 30% decrease in the average commodity prices it received on natural gas and NGLs it purchases and sells pursuant to its gas gathering and processing agreements during the three months ended March 31, 2023 compared to the same period in 2022. We manage our company-wide crude oil, natural gas and NGL commodity exposures through price risk management activities conducted by our storage and logistics segment, which is further described under Storage and Logistics below. In addition, Arrow’s
natural gas gathering and processing volumes decreased by approximately 10% and 11%, respectively during the three months ended March 31, 2023 compared to the same period in 2022 due to unusual winter weather conditions experienced at the end of 2022 and into early 2023. Partially offsetting the decrease in revenues described above was the impact of our Williston Basin operations acquired in conjunction with the merger with Oasis Midstream in February 2022, which experienced an increase in its natural gas gathering and processing volumes of approximately 46% and 42%, respectively, during the three months ended March 31, 2023 compared to the same period in 2022.
Our gathering and processing north segment’s operations and maintenance expenses increased by approximately $5.6 million during the three months ended
March 31, 2023 compared to the same period in 2022, primarily due to our Williston Basin operations acquired in conjunction with the merger with Oasis Midstream in February 2022.
EBITDA for our gathering and processing south segment increased by approximately $13.6 million during the three months ended March 31, 2023 compared to the same period in 2022. Our gathering and processing south segment’s revenues, costs of product/services
sold and operations and maintenance expenses increased by approximately $134.4 million, $109.1 million, and $8.4 million, respectively, during the three months ended March 31, 2023 compared to the same period in 2022. These increases were primarily driven by the impact of our Delaware Basin operations acquired during February 2022 in conjunction with the merger with Oasis Midstream, the acquisitions in July 2022 of Sendero Midstream Partners LP and the remaining 50% equity interest in Crestwood Permian, which increased our gathering and processing south segment’s revenues, costs of product/services sold and operations and maintenance expenses by approximately $162.9 million, $109.3 million and $15.2 million, respectively.
Partially offsetting the increases described above were the divestitures of our Barnett and Marcellus legacy, non-core operations during
2022, which decreased our gathering and processing south segment’s revenues and operations and maintenance expenses by approximately $27.6 million and $6.6 million, respectively, during the three months ended March 31, 2023 compared to the same period in 2022.
Our gathering and processing south segment’s EBITDA was also impacted by a net decrease in earnings from unconsolidated affiliates of approximately $2.3 million during the three months ended March 31, 2023 compared to the same period in 2022, primarily due to the consolidation of our Crestwood Permian equity investment as a result of acquiring the remaining 50% equity interest in Crestwood Permian in July 2022.
Storage and Logistics
EBITDA
for our storage and logistics segment increased by approximately $20.8 million during the three months ended March 31, 2023 compared to the same period in 2022, primarily driven by our NGL logistics operations which experienced an increase in demand for its storage and terminalling services during early 2023 due to unusual winter weather conditions in the Midwest and East Coast. Partially offsetting the increase in our NGL logistics operations was the impact of lower commodity prices described below.
Our NGL marketing and logistics operations experienced a decrease in revenues and costs of product/services sold of approximately $259.0 million and $276.9 million, respectively, during the three months ended March 31, 2023 compared to the same period in 2022. These decreases were primarily driven by lower NGL
prices during the three months ended March 31, 2023 as a result of overall decreases in commodity prices during early 2023 compared to the same period in 2022. Our NGL marketing and logistics operations’ costs of product/services sold decreased more than its revenues primarily due to the increased demand for our NGL storage and terminalling operations described above and the impact of commodity prices on our assets and liabilities from price risk management activities that manage our company-wide crude oil, natural gas and NGL commodity price exposures. Included in our costs of product/services sold was a gain of $7.2 million during the three months ended March 31, 2023 as compared to a loss of $47.6 million during the three months ended March 31, 2022 related to our price risk management activities.
Our
crude oil and natural gas marketing operations experienced a decrease in its revenues and product costs of approximately $147.3 million and $146.1 million, respectively, during the three months ended March 31, 2023 compared to the same period in 2022. These decreases were primarily driven by lower crude oil purchases and sales as a result of decreases in commodity prices during the three months ended March 31, 2023 compared to the same period in 2022.
Our storage and logistics segment’s EBITDA during the three months ended March 31, 2022 was impacted by a loss on long-lived assets of approximately $4.0 million primarily due to the buyout of leases related to our exiting the crude oil railcar leasing business.
Our
storage and transportation segment’s EBITDA was also impacted by an increase in earnings from unconsolidated affiliates of approximately $1.0 million during the three months ended March 31, 2023 compared to the same period in 2022. During the three months ended March 31, 2023, earnings from our Tres Holdings equity investment increased primarily due to higher revenues experienced by Tres Holdings resulting from an increase in demand for its storage and transportation services in early 2023.
General
and Administrative Expenses. During the three months ended March 31, 2023, our general and administrative expenses decreased by approximately $12 million compared to the same period in 2022, primarily due to transaction costs incurred in connection with our strategic transactions executed during 2022.
Items not affecting EBITDA include the following:
Depreciation, Amortization and Accretion Expense. During the three months ended March 31, 2023, our depreciation, amortization and accretion expense increased compared to the same period in 2022, primarily due to our acquisitions during 2022, partially offset by the divestitures of our legacy Barnett and Marcellus operations during 2022.
Interest
and Debt Expense, Net. During the three months ended March 31, 2023, our interest and debt expense, net increased by approximately $20 million compared to the same period in 2022, primarily due to the 2031 Senior Notes issued in January 2023 and higher interest rates on borrowings under the CMLP Credit Facility during 2023 compared to 2022.
The following table provides a summary of our interest and debt expense, net (in millions):
Crestwood Equity is a holding company that derives all of its operating cash flow from its operating subsidiaries. Our principal sources of liquidity include cash generated by operating activities from our subsidiaries, distributions from our joint ventures, borrowings under the CMLP credit facility, and sales of equity and debt securities. Our equity investments use cash from their respective operations and contributions from us to fund their operating activities and maintenance and growth capital expenditures. We believe our liquidity sources and operating cash flows are sufficient to address our future operating, debt service and capital requirements.
We make quarterly cash distributions to our common unitholders within approximately 45 days after the end of each fiscal quarter in an aggregate amount equal to our available
cash for such quarter. We also pay quarterly cash distributions of approximately $15 million to our preferred unitholders and quarterly cash distributions of approximately $10 million to Crestwood Niobrara’s non-controlling partner. The $434.3 million of preferred securities issued to Crestwood Niobrara’s non-controlling partner are redeemable by the non-controlling partner beginning in January 2024, and we believe we have adequate borrowing capacity under the Crestwood Midstream credit facility along with adequate other potential sources of capital to fund any such potential redemption.
On April 20, 2023, we declared a quarterly cash distribution of $0.655 per unit to our common unitholders with respect to the first quarter of 2023, which will be paid on May 15, 2023. Our Board of Directors evaluates the level
of distributions to our common and preferred unitholders every quarter and considers a wide range of strategic, commercial, operational and financial factors, including current and projected operating cash flows. We believe our operating cash flows will exceed cash distributions to our partners, preferred unitholders and non-controlling partner, and as a result, we will have adequate operating cash flows as a source of liquidity for our growth capital expenditures.
As of March 31, 2023, we had $1.1 billion of available capacity under the Crestwood Midstream credit facility, considering the most restrictive debt covenants in the credit agreement. As of March 31, 2023, we were in compliance with all of our debt covenants applicable to our credit facility and senior notes. See Item 1. Financial Statements, Note
8 for a description of the covenants related to our credit facility.
We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In January 2023, Crestwood Midstream issued $600 million of 7.375% unsecured senior notes due 2031 (the 2031 Senior Notes). We
used the proceeds from the issuance of the 2031 Senior Notes to repay borrowings under the Crestwood Midstream credit facility and to repay all outstanding borrowings under the Crestwood Permian credit facility, which was terminated in January 2023. In April 2023, we sold our 50% equity interest in Tres Holdings for approximately $178.3 million, including working capital adjustments, and we used the proceeds from the sale to repay amounts outstanding under the Crestwood Midstream credit facility.
Cash Flows
The following table provides a summary of Crestwood Equity’s cash flows by category (in millions):
Our cash flows from operating activities increased by approximately $23.4 million during the three months March 31, 2023 compared to the same period in 2022. The net increase was primarily driven by our gathering and processing operations acquired in the Williston and Delaware Basins during 2022, partially offset by a reduction in operating cash flows from our Barnett and Marcellus operations which were divested during 2022. In addition, our general and administrative
expenses decreased during the three months ended March 31, 2023 compared to the same period in 2022, primarily due to transaction costs incurred in connection with our strategic transactions executed during 2022.
Investing Activities
Capital Expenditures. The energy midstream business is capital intensive, requiring significant investments for the acquisition or development of new facilities. We categorize our capital expenditures as either:
•growth capital expenditures, which are made to construct additional assets, expand and upgrade existing systems, or acquire additional assets; or
•maintenance
capital expenditures, which are made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets, extend their useful lives or comply with regulatory requirements.
Our growth and reimbursable capital expenditures during the year will increase the services we can provide to our customers and the operating efficiencies of our systems. We expect to finance our capital expenditures with a combination of cash generated by our operating subsidiaries, distributions received from our equity investments and borrowings under our credit facility. Additional commitments or expenditures will be made at our discretion, and any discontinuation of the construction of these projects could result in less future operating cash flows and earnings.
The following table summarizes our capital expenditures for the three months ended March 31, 2023 (in millions):
Growth capital(1)
$
57.9
Maintenance capital
6.9
Other(2)
2.5
Purchases
of property, plant and equipment
$
67.3
(1)Includes payments of approximately $21 million related to litigation on the construction of the Bear Den II cryogenic processing plant.
(2)Represents purchases of property, plant and equipment that are reimbursable by third parties.
Acquisition. In February 2022, we acquired Oasis Midstream, which included cash consideration of $160 million, net of cash acquired of approximately $14.9 million.
Investments
in Unconsolidated Affiliates. Pursuant to our joint venture agreements with our respective equity investments, we periodically make contributions to our equity investments to fund their expansion projects and for other operating purposes. During the three months ended March 31, 2023 and 2022, we contributed approximately $5.1 million and $14.5 million to our equity investments.
Financing Activities
The following equity and debt transactions impacted our financing activities during the three months ended March 31, 2023 compared to the same period in 2022:
•During the three months
ended March 31, 2023, distributions to our partners increased by approximately $8 million compared to the same period in 2022, primarily due to an increase in common units outstanding as a result of the units issued in conjunction with our strategic transactions during 2022, as well as an increase in our distribution per limited partner unit from $0.625 per unit to $0.655 per unit;
•During the three months ended March 31, 2023, we received approximately $592.5 million from the issuance of the 2031 Senior Notes;
•During the three months ended March 31, 2022, we borrowed amounts under the Crestwood Midstream credit facility to (i) fund $160.0 million of cash consideration paid in conjunction
with the merger with Oasis Midstream; and (ii) to repay approximately $218.4 million outstanding under the credit facility acquired in conjunction with the merger with Oasis Midstream; and
•During the three months ended March 31, 2023, our other debt-related transactions resulted in net repayments under our credit facilities of approximately $657.1 million compared to net repayments of approximately $100.0 million during the same period in 2022.
Guarantor Summarized Financial Information
Crestwood Midstream and Crestwood Midstream Finance Corp. are issuers of our debt securities (the Issuers). Crestwood Midstream
is a holding company and owns no operating assets and has no significant operations independent of its subsidiaries. Crestwood Midstream Finance Corp. is Crestwood Midstream’s 100% owned subsidiary and has no material assets or operations other than those related to its service as co-issuer of our senior notes. Obligations under Crestwood Midstream’s senior notes and its credit facility are jointly and severally guaranteed by substantially all of its subsidiaries (collectively, the Guarantor Subsidiaries), except for Crestwood Infrastructure Holdings LLC, Crestwood Niobrara LLC, Powder River Basin Industrial Complex LLC, and Tres Palacios Holdings LLC and their respective subsidiaries (collectively, Non-Guarantor Subsidiaries). The assets and credit of our Non-Guarantor Subsidiaries are not available to satisfy the debts of the Issuers or Guarantor Subsidiaries, and the liabilities of our Non-Guarantor Subsidiaries do not constitute obligations of the Issuers or Guarantor
Subsidiaries. In January 2023, Crestwood Permian and certain of its subsidiaries were designated as Guarantor Subsidiaries of Crestwood Midstream’s senior notes and its credit facility. For additional information regarding the Crestwood Midstream credit facility and senior notes and related guarantees, see our 2022 Annual Report on Form 10-K.
The following tables provide summarized financial information for the Issuers and Guarantor Subsidiaries (collectively, the Obligor Group) on a combined basis after elimination of significant intercompany balances and transactions between entities in the Obligor Group.
The investment balances in the Non-Guarantor Subsidiaries have been excluded from the supplemental summarized combined financial information. Transactions with other related parties, including the Non-Guarantor Subsidiaries, represent affiliate transactions and are presented separately in the summarized combined financial information below.
Summarized Combined Balance Sheet Information (in millions)
(1) We have operating agreements with certain of our affiliates pursuant to which we charge
them operations and maintenance expenses in accordance with their respective agreements, and these charges are reflected as a reduction of operations and maintenance expenses in our consolidated statements of operations. During the three months ended March 31, 2023, we charged $5.0 million to our affiliates under these agreements.
(2) Includes $8.9 million of net general and administrative expenses that were charged by our affiliates to us.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Our interest rate risk and commodity price,
market and credit risks are discussed in our 2022 Annual Report on Form 10-K. There have been no material changes in those exposures from December 31, 2022 to March 31, 2023.
Item 4.Controls and Procedures
Disclosure Controls and Procedures
As of March 31, 2023, Crestwood Equity and Crestwood Midstream carried out an evaluation under the supervision and with the participation of their respective management, including the Chief Executive Officer and Chief
Financial Officer of their General Partners, as to the effectiveness, design and operation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (Exchange Act) Rules 13a-15(e) and 15d-15(e)). Crestwood Equity and Crestwood Midstream maintain controls and procedures designed to provide reasonable assurance that information required to be disclosed in their respective reports that are filed or submitted under the Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC, and that information is accumulated and communicated to their respective management, including the Chief Executive Officer and Chief Financial Officer of their General Partners, as appropriate, to allow timely decisions regarding required disclosure. Such management,
including the Chief Executive Officer and Chief Financial Officer of their General Partners, does not expect that the disclosure controls and procedures or the internal controls will prevent and/or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Crestwood Equity’s and Crestwood Midstream’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and the Chief Executive Officer and Chief Financial Officer of their General Partners concluded that our disclosure controls and procedures were effective at the reasonable
assurance level as of March 31, 2023.
Changes in Internal Control over Financial Reporting
There have been no changes in Crestwood Equity’s or Crestwood Midstream’s internal control over financial reporting during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect Crestwood Equity’s or Crestwood Midstream’s internal control over financial reporting.
Part I, Item 1. Financial Statements, Note 9 to the Consolidated Financial Statements, of this Form 10-Q is incorporated herein by reference.
Item 1A.Risk Factors
Our business faces
many risks. Any of the risks discussed elsewhere in this Form 10-Q or our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. For a detailed discussion of the risk factors that should be understood by any investor contemplating investment in our common units, see Part I, Item 1A. Risk Factors in our 2022 Annual Report on Form 10-K.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
