ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to . |
Delaware | 43-1918951 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
700 Louisiana Street, Suite 2060 Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip code) |
Inergy, L.P. | Two Brush Creek Blvd., Suite 200 Kansas City, Missouri, 64112 | September 30 |
(Former name) | (Former address) | (Former fiscal year) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Units representing limited partnership interests | The New York Stock Exchange |
Large accelerated filer | x | Accelerated filer | o | |||
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
(a) | Exhibits, Financial Statements and Financial Statement Schedules: |
1. | Financial Statements: |
2. | Financial Statement Schedules: |
3. | Exhibits: |
Exhibit Number | Description | |
2.1 | Agreement and Plan of Merger, dated August 7, 2010, among Inergy, L.P., Inergy GP, LLC, Inergy Holdings, L.P., NRGP Limited Partner, LLC and NRGP MS, LLC (incorporated herein by reference to Exhibit 2.1 to Inergy, L.P.’s Form 8-K filed on August 9, 2010) | |
2.2 | First Amended and Restated Agreement and Plan of Merger, dated September 3, 2010, among Inergy, L.P., Inergy GP, LLC, Inergy Holdings, L.P., NRGP Limited Partner, LLC and NRGP MS, LLC (incorporated herein by reference to Exhibit 2.1 to Inergy, L.P.’s Form 8-K filed on September 7, 2010) | |
2.3 | Purchase and Sale Agreement, dated September 3, 2010, between TP Gas Holding LLC and Inergy Midstream, LLC (incorporated herein by reference to Exhibit 2.1 to Inergy, L.P.’s Form 8-K filed on September 7, 2010) | |
2.4 | Contribution Agreement dated April 25, 2012 by and among Inergy, L.P., Inergy GP, LLC, Inergy Sales & Services, Inc. and Suburban Propane Partners, L.P. (incorporated herein by reference to Exhibit 2.1 to Inergy, L.P.'s Form 8-K filed April 26, 2012) | |
2.5 | Amendment to Contribution Agreement dated June 15, 2012 by and among Inergy, L.P., Inergy GP, LLC, Inergy Sales & Services, Inc. and Suburban Propane Partners, L.P. (incorporated herein by reference to Exhibit 2.1 to Inergy, L.P.’s Form 8-K filed June 15, 2012) | |
2.6 | Second Amendment to Contribution Agreement dated July 6, 2012 by and among Inergy, L.P., Inergy GP, LLC, Inergy Sales & Services, Inc. and Suburban Propane Partners, L.P. (incorporated herein by reference to Exhibit 2.1 to Inergy, L.P.'s Form 8-K filed July 6, 2012) | |
2.7 | Third Amendment to Contribution Agreement dated July 19, 2012 by and among Inergy, L.P., Inergy GP, LLC, Inergy Sales & Services, Inc. and Suburban Propane Partners, L.P. (incorporated herein by reference to Exhibit 2.1 to Inergy, L.P.'s Form 8-K filed July 19, 2012) | |
2.8 | Contribution Agreement dated May 5, 2013, by and among Crestwood Holdings LLC, Crestwood Gas Services Holdings LLC, Inergy GP, LLC and Inergy, L.P. (incorporated herein by reference to Exhibit 2.1 to Inergy, L.P.’s Form 8-K filed on May 9, 2013) | |
2.9 | Follow-On Contribution Agreement dated as of May 5, 2013, by and among Crestwood Holdings LLC, Crestwood Gas Services Holdings LLC, Inergy GP, LLC and Inergy, L.P. (incorporated herein by reference to Exhibit 2.2 to Inergy, L.P.’s Form 8-K filed on May 9, 2013) | |
3.1 | Certificate of Limited Partnership of Inergy, L.P. (incorporated herein by reference to Exhibit 3.1 to Inergy, L.P.’s Registration Statement on Form S-1 (Registration No. 333-56976) filed on March 14, 2001) | |
3.1A | Certificate of Correction of Certificate of Limited Partnership of Inergy, L.P. (incorporated herein by reference to Exhibit 3.1 to Inergy, L.P.’s Form 10-Q filed on May 12, 2003) | |
Exhibit Number | Description | |
3.1B | Amendment to the Certificate of Limited Partnership of Crestwood Equity Partners LP (f/k/a Inergy, L.P.) (the “Partnership”) dated as of October 7, 2013 (incorporated herein by reference to Exhibit 3.2 to the Partnership’s Form 8-K filed on October 10, 2013) | |
3.2 | Fourth Amended and Restated Agreement of Limited Partnership of Inergy, L.P. dated June 19, 2013 (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on June 19, 2013) | |
3.2A | Amendment No. 1 to Fourth Amended and Restated Agreement of Limited Partnership of Inergy L.P. entered into effective October 7, 2013 (incorporated herein by reference to Exhibit 3.1 to the Partnership’s Form 8-K filed on October 10, 2013) | |
3.3 | Certificate of Formation of Inergy GP, LLC (incorporated herein by reference to Exhibit 3.5 to Inergy, L.P.’s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001) | |
3.3A | Certificate of Amendment of Crestwood Equity GP LLC (f/k/a Inergy GP, LLC) dated October 7, 2013 (incorporated herein by reference to Exhibit 3.3A to the Partnership’s Form 10-Q filed on November 8, 2013) | |
3.4 | First Amended and Restated Limited Liability Company Agreement of Inergy GP, LLC dated as of September 27, 2012 (incorporated by reference to Exhibit 3.1 to Inergy, L.P.'s Form 8-K filed on September 27, 2012) | |
3.4A | Amendment No. 1 to the First Amended and Restated Limited Liability Company Agreement of Crestwood Equity GP LLC (f/k/a Inergy GP, LLC) entered into effective October 7, 2013(incorporated herein by reference to Exhibit 3.4A to the Partnership’s Form 10-Q filed on November 8, 2013) | |
4.1 | Specimen Unit Certificate for Common Units (incorporated herein by reference to Exhibit 4.3 to Inergy L.P.’s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001) | |
4.2 | Indenture dated February 2, 2009, by and among Inergy, L.P., Inergy Finance Corp., the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Inergy, L.P.’s Form 8-K filed on February 3, 2009) | |
4.3 | First Supplemental Indenture and Amendment-Subsidiary Guarantee dated November 5, 2010, to the Indenture, dated February 2, 2009 (incorporated herein by reference to Exhibit 10.4 to Inergy, L.P.’s Form 8-K filed on November 5, 2010) | |
4.4 | Indenture dated September 27, 2010, by and among Inergy, L.P., Inergy Finance Corp., the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Inergy, L.P.’s Form 8-K filed on September 28, 2010) | |
4.5 | First Supplemental Indenture and Amendment-Subsidiary Guarantee dated November 5, 2010, to the Indenture dated September 27, 2010 (incorporated herein by reference to Exhibit 10.5 to Inergy, L.P.’s Form 8-K filed on November 5, 2010) | |
4.6 | Indenture dated as of February 2, 2011, by and among Inergy, L.P., Inergy Finance Corp., the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to Inergy, L.P.’s Form 8-K filed on February 3, 2011) | |
4.7 | Second Supplemental Indenture dated July 17, 2012, to the Indenture dated September 27, 2010 (incorporated herein by reference to Exhibit 4.1 to Inergy, L.P.’s Form 8-K filed on July 19, 2012) | |
4.8 | Second Supplemental Indenture dated July 17, 2012, to the Indenture dated February 2, 2011 (incorporated herein by reference to Exhibit 4.2 to Inergy, L.P.’s Form 8-K filed on July 19, 2012) | |
4.9 | Third Supplemental Indenture dated August 1, 2012, to the Indenture dated September 27, 2010 (incorporated herein by reference to Exhibit 4.1 to Inergy, L.P.’s Form 8-K filed on August 3, 2012) | |
4.10 | Third Supplemental Indenture dated August 1, 2012, to the Indenture dated February 2, 2011 (incorporated herein by reference to Exhibit 4.2 to Inergy, L.P.’s Form 8-K filed on August 3, 2012) | |
4.11 | Second Supplemental Indenture dated August 1, 2012, to the Indenture dated February 2, 2009 (incorporated herein by reference to Exhibit 4.3 to Inergy, L.P.’s Form 8-K filed on August 3, 2012) | |
4.12 | Registration Rights Agreement dated June 19, 2013, by and among Inergy, L.P., John J. Sherman, Crestwood Holdings LLC and Crestwood Gas Services Holdings LLC (incorporated herein by reference to Exhibit 4.1 to Inergy, L.P.’s Form 8-K filed on June 19, 2013) | |
Exhibit Number | Description | |
*10.1 | Employment Agreement between Robert Phillips and Crestwood Operations LLC dated as of January 21, 2014 (incorporated by reference to Exhibit 10.1 to Crestwood Equity Partners LP’s Form 8-K filed on January 27, 2014) | |
*10.2 | Employment Agreement between Michael Campbell and Crestwood Operations LLC dated as of January 21, 2014 (incorporated by reference Exhibit 10.2 to Crestwood Equity Partners LP’s Form 8-K filed on January 27, 2014) | |
*10.3 | Employment Agreement between William Gautreaux and Crestwood Operations LLC dated as of January 21, 2014 (incorporated by reference to Exhibit 10.3 to Crestwood Equity Partners LP’s Form 8-K filed on January 27, 2014) | |
*10.4 | Employment Agreement between J. Heath Deneke and Crestwood Operations LLC (incorporated by reference to Exhibit 10.4 to Crestwood Equity Partners LP's Form 10-K filed on February 28, 2014) | |
*10.5 | Employment Agreement between Joel C. Lambert and Crestwood Operations LLC (incorporated by reference to Exhibit 10.5 to Crestwood Equity Partners LP's Form 10-K filed on February 28, 2014) | |
*10.6 | Employment Agreement between Joel D. Moxley and Crestwood Operations LLC (incorporated by reference to Exhibit 10.6 to Crestwood Equity Partners LP's Form 10-K filed on February 28, 2014) | |
*10.7 | Crestwood Equity Partners LP Long Term Incentive Plan (incorporated by reference to Exhibit 10.7 to Crestwood Equity Partners LP's Form 10-K filed on February 28, 2014) | |
*10.8 | Form of Inergy, L.P.’s Restricted Unit Award Agreement (incorporated herein by reference to Exhibit 10.11 to Inergy, L.P.’s Form 10-K filed on November 29, 2007) | |
*10.9 | Amended and Restated Inergy Unit Purchase Plan (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 10-Q filed on February 13, 2004) | |
*10.10 | Summary of Non-Employee Director Compensation(incorporated herein by reference to Exhibit 10.11 to Inergy, L.P.’s Form 10-K filed on November 29, 2010) | |
*10.11 | Inergy Group Officer Severance Plan (incorporated herein by reference to Exhibit 10.4 to Inergy, L.P.’s Form 8-K filed on May 9, 2013) | |
*10.12 | Form of Amendment to Restricted Unit Agreements under Inergy Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.5 to Inergy, L.P.’s Form 8-K filed on May 9, 2013) | |
10.13 | Amended and Restated Credit Agreement dated as of February 2, 2011 among Inergy, L.P., lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on February 3, 2011) | |
10.14 | Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 28, 2011 among Inergy, L.P., lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on August 1, 2011) | |
10.15 | Consent and Amendment No. 2 dated as of December 21, 2011 among Inergy, L.P., lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on December 22, 2011) | |
10.16 | Consent and Amendment No. 3 dated as of April 13, 2012 among Inergy, L.P., lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on April 19, 2012) | |
10.17 | Consent and Amendment No. 4 dated as of July 26, 2012, to the Amended and Restated Credit Agreement, dated November 24, 2009, as amended and restated as of February 2, 2011, among Inergy, L.P., lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on July 27, 2012) | |
10.18 | Consent, Waiver and Amendment No. 5, dated May 23, 2013, to the Amended and Restated Credit Agreement, dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among Inergy, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions party thereto (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on May 30, 2013) | |
Exhibit Number | Description | |
10.19 | Amendment No. 6, dated August 28, 2013, to the Amended and Restated Credit Agreement, dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among Inergy, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions party thereto (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 8-K filed on August, 30, 2013) | |
10.20 | Amendment No. 7, dated August 28, 2013, to the Amended and Restated Credit Agreement, dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among Crestwood Equity Partners LP, JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions party thereto (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on December 24, 2013) | |
10.21 | Contribution, Conveyance and Assumption Agreement dated December 21, 2011, by and among Inergy GP, LLC, Inergy, L.P., Inergy Propane, LLC, MGP GP, LLC, Inergy Midstream Holdings, L.P., NRGM GP, LLC, and Inergy Midstream, L.P. (incorporated by reference to Exhibit 10.2 to Inergy L.P.’s Form 8-K filed on December 22, 2011) | |
10.22 | Omnibus Agreement, dated December 21, 2011 by and among Inergy GP, LLC, Inergy, L.P., NRGM GP, LLC and Inergy Midstream, L.P. (incorporated by reference to Exhibit 10.3 to Inergy L.P.’s Form 8-K filed on December 22, 2011) | |
10.23 | Membership Interest Purchase Agreement dated December 21, 2011, by and among Inergy , L.P. and Inergy Holdings GP, LLC (incorporated by reference to Exhibit 10.4 to Inergy L.P.’s Form 8-K filed on December 22, 2011) | |
10.24 | Support Agreement dated August 1, 2012, by and among Inergy , L.P., Suburban Propane Partners, L.P. and Suburban Energy Finance Corp. (incorporated by reference to Exhibit 10.1 to Inergy L.P.’s Form 8-K filed on August 3, 2012) | |
10.25 | Agreement and Plan of Merger dated May 5, 2013, by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Inergy, L.P., Crestwood Holdings LLC, Crestwood Midstream Partners LP and Crestwood Gas Services GP LLC (incorporated herein by reference to Exhibit 10.1 to Inergy L.P.’s Form 8-K filed on May 9, 2013) | |
10.26 | Voting Agreement, dated May 5, 2013, by and among Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Crestwood Gas Services GP LLC, Crestwood Gas Services Holdings LLC, Crestwood Holdings LLC and Crestwood Midstream Partners LP (incorporated herein by reference to Exhibit 10.2 to Inergy, L.P.’s Form 8-K filed on May 9, 2013) | |
10.27 | Option Agreement, dated May 5, 2013, by and among Inergy, L.P., Inergy Midstream, L.P., NRGM GP, LLC, Intrepid Merger Sub, LLC, Crestwood Gas Services GP LLC, Crestwood Gas Services Holdings LLC and Crestwood Holdings LLC (incorporated herein by reference to Exhibit 10.3 to Inergy, L.P.’s Form 8-K filed on May 9, 2013) | |
*10.28 | Employment Agreement dated as of November 24, 2010 between Inergy GP, LLC and John J. Sherman (incorporated herein by reference to Exhibit 10.1 to Inergy, L.P.’s Form 10-K filed on November 29, 2010) | |
*10.29 | Employment Agreement, dated as of January 27, 2011 between Inergy GP, LLC and Laura L. Ozenberger (incorporated herein by reference to Exhibit 10.1 to Inergy L.P.'s Form 10-K filed on November 15, 2011) | |
*10.30 | Amended and Restated Employment Agreement, dated as of February 1, 2010, between Inergy GP, LLC and R. Brooks Sherman, Jr. (incorporated by reference to Exhibit 10.1 to Inergy, L.P.’s Form 10-Q filed on February 3, 2010) | |
*10.31 | Amended and Restated Employment Agreement, dated as of October 1, 2012, between Inergy GP, LLC and Michael J. Campbell (incorporated by reference to Exhibit 10.20 to Inergy, L.P.’s Form 10-K filed on November 20, 2012) | |
*10.32 | Employment Agreement, dated as of April 21, 2011 between Inergy GP, LLC and William C. Gautreaux (incorporated herein by reference to Exhibit 10.121to Inergy L.P.'s ’s Form 10-K filed on November 20, 2012) | |
12.1 | Computation of ratio of earnings to fixed charges (incorporated by reference to Exhibit 12.1 to Crestwood Equity Partners LP's Form 10-K filed on February 28, 2014) | |
16.1 | Letter Regarding Change in Certifying Accountant (incorporated herein by reference to Exhibit 16.1 to Inergy, L.P.’s Form 8-K/A filed on July 23, 2013) |
Exhibit Number | Description | |
21.1 | List of subsidiaries of Crestwood Equity Partners LP (incorporated by reference to Exhibit 21.1 to Crestwood Equity Partners LP's Form 10-K filed on February 28, 2014) | |
**23.1 | Consent of Ernst & Young LLP | |
**23.2 | Consent of Deloitte & Touche LLP | |
**31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
**31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
**32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
**32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
***101.INS | XBRL Instance Document | |
***101.SCH | XBRL Taxonomy Extension Schema Document | |
***101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
***101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
***101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
***101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
* | Management contracts or compensatory plans or arrangements |
** | Filed herewith |
*** | 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 |
(b) | Exhibits. |
(c) | Financial Statement Schedules. |
CRESTWOOD EQUITY PARTNERS LP | |||
By Crestwood Equity GP LLC | |||
(its general partner) | |||
Dated: | March 4, 2014 | By | /s/ MICHAEL J. CAMPBELL |
Michael J. Campbell | |||
Senior Vice President and Chief Financial Officer | |||
(Principal Financial Officer) |
December 31, | |||||||
2013 | 2012 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 0.1 | $ | — | |||
Total current assets | 0.1 | — | |||||
Investment in subsidiaries | 5,927.1 | 859.7 | |||||
Property, plant and equipment, net | — | 162.5 | |||||
Intangible assets, net | — | 271.3 | |||||
Goodwill | — | 257.2 | |||||
Total assets | $ | 5,927.2 | $ | 1,550.7 | |||
Liabilities and partners’ capital | |||||||
Current liabilities: | |||||||
Accrued expenses | $ | 2.0 | $ | — | |||
Current portion of long-term debt | 2.2 | — | |||||
Total current liabilities | 4.2 | — | |||||
Long-term debt, less current portion | 393.0 | — | |||||
Other long-term liabilities | 21.4 | — | |||||
Total partners’ capital | 5,508.6 | 1,550.7 | |||||
Total liabilities and partners’ capital | $ | 5,927.2 | $ | 1,550.7 | |||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Revenues | $ | — | $ | — | $ | — | |||||
Expenses | — | 21.3 | 20.1 | ||||||||
Gain on contingent consideration | — | 6.8 | 17.2 | ||||||||
Operating income (loss) | — | (14.5 | ) | (2.9 | ) | ||||||
Interest expense, net | (6.5 | ) | — | — | |||||||
Equity in net income (loss) of subsidiaries | (43.9 | ) | 38.9 | 45.0 | |||||||
Income (loss) before income taxes | (50.4 | ) | $ | 24.4 | $ | 42.1 | |||||
Provision for income taxes | 0.2 | — | — | ||||||||
Net income (loss) | (50.6 | ) | 24.4 | 42.1 | |||||||
Net (income) loss attributable to non-controlling partners | — | (9.5 | ) | (34.4 | ) | ||||||
Net income (loss) attributable to Crestwood Equity Partners LP | $ | (50.6 | ) | $ | 14.9 | $ | 7.7 |
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net income (loss) | $ | (50.6 | ) | $ | 24.4 | $ | 42.1 | ||||
Change in unrealized fair value on cash flow hedges | (0.1 | ) | — | — | |||||||
Comprehensive income (loss) | $ | (50.7 | ) | $ | 24.4 | $ | 42.1 |
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cash flows from operating activities | $ | — | $ | — | $ | — | |||||
Cash flows from investing activities | 76.0 | (146.2 | ) | 55.3 | |||||||
Cash flows from financing activities: | |||||||||||
Proceeds from the issuance of long-term debt | — | — | — | ||||||||
Principal payments on long-term debt | — | — | — | ||||||||
Distributions paid | (76.0 | ) | (103.5 | ) | (64.0 | ) | |||||
Contributions received | — | 249.7 | 8.7 | ||||||||
Other | 0.1 | — | — | ||||||||
Net cash provided by (used in) financing activities | (75.9 | ) | 146.2 | (55.3 | ) | ||||||
Net increase in cash | 0.1 | — | — | ||||||||
Cash at beginning of period | — | — | — | ||||||||
Cash at end of period | $ | 0.1 | $ | — | $ | — |
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Crestwood Equity Partners LP (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over the financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Robert G. Phillips |
Robert G. Phillips |
Chairman, President and Chief Executive Officer |
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Crestwood Equity Partners LP (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over the financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Michael J. Campbell |
Michael J. Campbell |
Senior Vice President and Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Robert G. Phillips | |
March 4, 2014 | Robert G. Phillips Chief Executive Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Michael J. Campbell | |
March 4, 2014 | Michael J. Campbell Chief Financial Officer |
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Schedule I - Crestwood Equity Partners LP (Formerly Inergy, L.P.) - Parent Only (Notes)
|
12 Months Ended |
---|---|
Dec. 31, 2013
|
|
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule I - Crestwood Equity Partners LP (Formerly Inergy, L.P.) - Parent Only | Schedule I Crestwood Equity Partners LP (Formerly Inergy, L.P.) Parent Only Notes to Condensed Financial Statements Note 1. Basis of Presentation In the parent-only financial statements, our investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. Our share of net income of our subsidiaries is included in income using the equity method. The parent-only financial statements should be read in conjunction with our consolidated financial statements. |
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Schedule I - Crestwood Equity Partners LP (Formerly Inergy, L.P.) - Parent Only - Condensed Statement of Cash Flows (Details) (Parent Company, USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Parent Company
|
|||
Condensed Financial Statements, Captions [Line Items] | |||
Cash flows from operating activities | $ 0 | $ 0 | $ 0 |
Net Cash Provided by (Used in) Investing Activities | 76.0 | (146.2) | 55.3 |
Proceeds from the issuance of long-term debt | 0 | 0 | 0 |
Repayments of Long-term Debt | 0 | 0 | 0 |
Payments of Capital Distribution | (76.0) | (103.5) | (64.0) |
Proceeds from Limited Partnership Investments | 0 | 249.7 | 8.7 |
Other | 0.1 | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities | (75.9) | 146.2 | (55.3) |
Cash and Cash Equivalents, Period Increase (Decrease) | 0.1 | 0 | 0 |
Cash and cash equivalents | $ 0.1 | $ 0 | $ 0 |
Schedule I - Crestwood Equity Partners LP (Formerly Inergy, L.P.) - Parent Only - Balance Sheet (Details) (Parent Company, USD $)
In Millions, unless otherwise specified |
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
---|---|---|---|---|
Parent Company
|
||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 0.1 | $ 0 | $ 0 | $ 0 |
Assets, Current | 0.1 | 0 | ||
Investment in subsidiary | 5,927.1 | 859.7 | ||
Property, Plant and Equipment, Net | 0 | 162.5 | ||
Intangible Assets, Net (Excluding Goodwill) | 0 | 271.3 | ||
Goodwill | 0 | 257.2 | ||
Assets | 5,927.2 | 1,550.7 | ||
Accrued Liabilities, Current | 2.0 | 0 | ||
Current portion of long-term debt (Note 7) | 2.2 | 0 | ||
Other current liabilities | 4.2 | 0 | ||
Long-term debt, less current portion (Note 7) | 393.0 | 0 | ||
Other long-term liabilities | 21.4 | 0 | ||
Total partners’ capital | 5,508.6 | 1,550.7 | ||
Liabilities and Equity | $ 5,927.2 | $ 1,550.7 |
Document and Entity Information (USD $)
In Billions, except Share data, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Feb. 14, 2014
|
Jun. 28, 2013
|
|
Document and Entity Information [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Revised to add 2012 and 2011 information to Schedule I | ||
Document Period End Date | Dec. 31, 2013 | ||
Document Fiscal Year Focus | 2013 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CEQP | ||
Entity Registrant Name | Crestwood Equity Partners LP | ||
Entity Central Index Key | 0001136352 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 186,429,575 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1.8 |
Schedule I - Crestwood Equity Partners LP (Formerly Inergy, L.P.) - Parent Only - Statement of Operations (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Condensed Financial Statements, Captions [Line Items] | |||
Net income attributable to Crestwood Equity Partners LP | $ (50.6) | $ 14.9 | $ 7.7 |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | (9.5) | (34.4) |
Parent Company
|
|||
Condensed Financial Statements, Captions [Line Items] | |||
Revenues | 0 | 0 | 0 |
Costs and Expenses | 0 | 21.3 | 20.1 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | 6.8 | 17.2 |
Operating income | 0 | (14.5) | (2.9) |
Interest and debt expense, net | (6.5) | 0 | 0 |
Loss from unconsolidated affiliates | (43.9) | 38.9 | 45.0 |
Income (loss) before income taxes | (50.4) | 24.4 | 42.1 |
Provision for income taxes | 0.2 | 0 | 0 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (50.6) | $ 24.4 | $ 42.1 |
Schedule I - Crestwood Equity Partners LP (Formerly Inergy, L.P.) - Parent Only - Statement of Comprehensive Income (Details) (Parent Company, USD $)
In Millions, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Parent Company
|
|||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | $ (50.6) | $ 24.4 | $ 42.1 |
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge | (0.1) | 0 | 0 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (50.7) | $ 24.4 | $ 42.1 |