Crestwood Announces Second Quarter 2013 Financial and Operating Results

   Crestwood Announces Second Quarter 2013 Financial and Operating Results

Completed capital projects in the Marcellus Shale expected to drive volume
growth in the second half of 2013

PR Newswire

HOUSTON, Aug. 6, 2013

HOUSTON, Aug. 6, 2013 /PRNewswire/ --Crestwood Midstream Partners LP (NYSE:
CMLP) ("Crestwood" or "CMLP") reported today its unaudited financial results
for the three months ended June 30, 2013. Key financial and operating results
included the following:

Second Quarter 2013 Highlights

  oAdjusted earnings before interest, taxes, depreciation, amortization and
    accretion ("Adjusted EBITDA") was $38.9 million, 21% higher than second
    quarter 2012;
  oAdjusted distributable cash flow was $27.6 million, 16% higher than second
    quarter 2012;
  oTotal gathering volumes averaged 993 million cubic feet per day
    ("MMcf/d"), 21% higher than second quarter 2012, with 65% of gathering
    volumes from rich gas areas; and
  oOn May 6, 2013, we announced a series of definitive agreements whereby the
    owner of our general partner, Crestwood Holdings LLC ("Crestwood
    Holdings"), would acquire the general partner interest and approximately
    29% of the outstanding limited partnership interest of Inergy, L.P.
    ("NRGY"), contribute its ownership of Crestwood's general partner to NRGY,
    and Crestwood would merge into Inergy Midstream, L.P. ("Inergy
    Midstream"). Crestwood Holdings completed the acquisition of its interest
    in NRGY and contribution of Crestwood's general partner in June 2013. The
    merger of CMLP into Inergy Midstream is currently expected to be finalized
    late third quarter or early fourth quarter 2013. Collectively, NRGY and
    Inergy Midstream are referred to herein as "Inergy."

"We are pleased to report another quarter of solid performance," stated Robert
G. Phillips, Chairman, President and Chief Executive Officer of Crestwood's
general partner. "As expected, our Marcellus assets continued to drive the
increase in our gathering volumes and offset natural production declines in
the Barnett segment. We continue to focus our growth capital spending on
pipeline expansions and compression additions in the Marcellus region to keep
up with Antero Resources' aggressive development program in the area. 

"We expect that Adjusted EBITDA and distributable cash flow will increase in
the second half of 2013 due primarily to Marcellus growth. Our significant
expansion projects are expected to commence service in the next several weeks
which should boost volumes.

"In addition, we are pleased with the significant progress we have made to
complete the transformational merger between Crestwood and Inergy Midstream.
The combined partnership will have a diverse platform of midstream assets in
virtually every premier shale play in the United States and will provide a
full suite of services expanding across the midstream value chain. Now that
NRGY owns the general partner of Crestwood, we are focused on an efficient
integration of our assets and organizations to position our diverse midstream
operating platform to provide 'best-in–class' customer service and leverage
the capabilities of the combined organization. With the larger size and scale
of the combined partnerships, we will be better positioned to provide a more
comprehensive and competitive suite of customer services that expand margins
and enhance returns. We have an excellent foothold in all of the premier
shale plays and continue to execute on new opportunities.

"We are excited about our new investment in the Powder River Basin Niobrara
rich gas and crude oil focused shale play. As announced last month, Crestwood
completed its acquisition of a 50% interest in the Jackalope system. The $108
million transaction is supported by a 20-year gathering and processing
agreement and a 311,000 acre area of dedication from Chesapeake Energy
Corporation and RKI Exploration & Production. The Jackalope transaction
highlights the benefits of the merger with Inergy Midstream as the Niobrara
play provides additional opportunities to extend value chain services such as
crude oil storage, blending, truck and rail terminalling, transportation and
marketing services that Inergy specializes in," added Phillips.

Second Quarter 2013 Financial and Operating Results

Our Adjusted EBITDA for the second quarter 2013 was $38.9 million, $6.9
million higher than the second quarter 2012. Second quarter 2013 results
included $12.9 million of EBITDA from our Marcellus segment, $26.6 million
from our Barnett segment and $5.0 million from our other segments.

Second Quarter 2013 Segment Performance

Marcellus Segment

Marcellus segment revenues more than doubled to $15.4 million in the second
quarter 2013, compared to $7.0 million in the second quarter 2012. Gathering
volumes increased 61% to 415 MMcf/din the second quarter 2013,compared to
257MMcf/din the second quarter 2012. Compression revenues attributable to
the compression assets acquired from Enerven Compression LLC in December 2012
were $3.9 million in the second quarter 2013. Operating and maintenance
expenses totaled $2.5million during the second quarter 2013, an increase of
approximately $2.0 million from the second quarter 2012, reflecting higher
costs associated with the acquired assets and increased volumes. 

Barnett Segment

Barnett segment revenues increased 5% to $33.1million in the second quarter
2013, compared to $31.5 million in the second quarter 2012. Gathering volumes
increased 9% to 438 MMcf/din the second quarter 2013,compared to 401 MMcf/d
in the second quarter 2012. Processing volumes increased 53% to 197 MMcf/din
the second quarter 2013,compared with 129 MMcf/d in the second quarter 2012.
The increase in gathering and processing volumes was driven by the West
Johnson County assets acquired from Devon Energy Corporation in August 2012,
which contributed approximately $6.6 million of revenue in the second quarter
2013. The increase was partially offset by natural production declines on
existing wells as Quicksilver Resources has not connected any additional wells
during 2013.

Operating and maintenance expenses totaled $6.3million during the second
quarter 2013, an increase of $1.0 million from the second quarter 2012, due
primarily to the operation of the West Johnson County assets. 

Other Segments

The EBITDA contribution from our Fayetteville, Granite Wash and Other segments
totaled approximately $5.0 million for the second quarter 2013, a decline of
12% from $5.7 million in the second quarter 2012. The decrease in EBITDA was
primarily attributable to the expiration of a minimum throughout agreement on
the Haynesville gathering system.

General and Administrative Expenses

General and administrative expenses totaled $10.4 million in the second
quarter 2013, $1.7 million higher than the second quarter 2012. During the
second quarter 2013, $4.8 million of our general and administrative expense
related to transaction and due diligence activities, compared to $2.3 million
in the second quarter 2012. The increase in transaction related expenses was
primarily due to our anticipated merger with Inergy Midstream. 

Capital Investment and Resources

At June 30, 2013, Crestwood had approximately $777.6 million of debt
outstanding, comprised of $350.0 million of 7.75% fixed-rate senior notes due
2019, $300.2 million under the CMLP revolving credit facility and $127.4
million under the Crestwood Marcellus Midstream LLC ("CMM") revolving credit
facility, which is used to fund our Marcellus capital projects. The CMLP and
CMM credit facilities have total committed capacity of $550 million and $200
million, respectively.

Crestwood's capital spending for the six months ended June 30, 2013, totaled
approximately $80.3 million. The majority of capital spending related to
construction of pipeline laterals and compression equipment in the Marcellus
segment.

Basis of Presentation and Non-GAAP Financial Measures

Pursuant to U.S. generally accepted accounting principles ("GAAP"), the
acquisition of CMM in January 2013 was accounted for as a reorganization of
entities under common control. As such, the historic operations of CMM were
retroactively adjusted to reflect Crestwood's results as if Crestwood owned
100% of CMM since CMM's formation and commencement of operations at the end of
March 2012. Full year 2012 results were recast in a Form 8-K filed with the
Securities and Exchange Commission on May 10, 2013. Information related to
2012 reflected in this news release reflects the recast nature of these
amounts.

Adjusted EBITDA and adjusted distributable cash flow are non-GAAP financial
measures. The accompanying schedules of this news release provide
reconciliations of these non-GAAP financial measures to their most directly
comparable financial measures calculated and presented in accordance with
GAAP. Our non-GAAP financial measures should not be considered as alternatives
to GAAP measures such as net income or operating income or any other GAAP
measure of liquidity or financial performance.

Conference Call

Crestwood will host a conference call and internet webcast for investors and
analysts today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) to discuss
the second quarter 2013 performance. The call will be jointly hosted with
Inergy. To participate by phone, dial 1-480-629-9723, and ask for the
Crestwood/Inergy call. A replay of the call will be available for one week by
dialing 1-303-590-3030 and using access code 4631393. A webcast of the
conference call will also be available live and by replay and can be accessed
via the "Presentations" page of Crestwood's Investor Relations website at
www.crestwoodlp.com.

Additional Information and Where to Find It

This communication contains information about the proposed merger transaction
involving Crestwood and Inergy Midstream. In connection with the proposed
merger transaction, Inergy Midstream has filed with the SEC a preliminary
registration statement on Form S-4 that includes a proxy statement/prospectus
for the unitholders of Crestwood. Crestwood will mail the final proxy
statement/prospectus to its unitholders. INVESTORS AND UNITHOLDERS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR
TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESTWOOD, INERGY MIDSTREAM, THE
PROPOSED MERGER TRANSACTION AND RELATED MATTERS. Investors and unitholders are
able to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by Inergy Midstream and Crestwood through the
website maintained by the SEC at www.sec.gov. In addition, investors and
unitholders are able to obtain free copies of documents filed by Crestwood
with the SEC from Crestwood's website, www.crestwoodlp.com, under the heading
"SEC Filings" in the "Investor Relations" tab and free copies of documents
filed by Inergy Midstream with the SEC from Inergy Midstream's website,
www.inergylp.com/midstream, under the heading "SEC Filings" in the "Investor
Relations" tab.

Participants in the Solicitation

Crestwood, Inergy Midtream and Inergy and their respective general partners'
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the unitholders of Crestwood in respect of the
proposed merger transaction. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of the
unitholders of Crestwood in connection with the proposed transaction,
including a description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement/prospectus
when it is filed with the SEC. Information regarding Crestwood's directors and
executive officers is contained in Crestwood's Annual Report on Form 10-K for
the year ended December 31, 2012, which is filed with the SEC. Information
regarding Inergy's directors and executive officers is contained in Inergy's
Annual Report on Form 10-K for the year ended September 30, 2012, which is
filed with the SEC. Free copies of these documents may be obtained from the
sources described above.

Forward-Looking Statements

The statements in this news release regarding future events, occurrences,
circumstances, activities, performance, outcomes and results are
forward-looking statements. Although these statements reflect the current
views, assumptions and expectations of Crestwood and Inergy management, the
matters addressed herein are subject to numerous risks and uncertainties which
could cause actual activities, performance, outcomes and results to differ
materially from those indicated. Such forward-looking statements include, but
are not limited to, statements about the future financial and operating
results, objectives, expectations and intentions and other statements that are
not historical facts. Factors that could result in such differences or
otherwise materially affect Crestwood's or Inergy's financial condition,
results of operations and cash flows include , without limitation, failure to
satisfy closing conditions with respect to the merger; the risks that the
Crestwood and Inergy businesses will not be integrated successfully or may
take longer than anticipated; the possibility that expected synergies will not
be realized, or will not be realized within the expected timeframe;
fluctuations in oil, natural gas and NGL prices; the extent and success of
drilling efforts, as well as the extent and quality of natural gas volumes
produced within proximity of Crestwood or Inergy assets; failure or delays by
customers in achieving expected production in their natural gas projects;
competitive conditions in the industry and their impact on the ability of
Crestwood or Inergy to connect natural gas supplies to Crestwood or Inergy
gathering and processing assets or systems; actions or inactions taken or
non-performance by third parties, including suppliers, contractors, operators,
processors, transporters and customers; the ability of Crestwood or Inergy to
consummate acquisitions, successfully integrate the acquired businesses,
realize any cost savings and other synergies from any acquisition; changes in
the availability and cost of capital; operating hazards, natural disasters,
weather-related delays, casualty losses and other matters beyond Crestwood or
Inergy's control; timely receipt of necessary government approvals and
permits, the ability of Crestwood or Inergy to control the costs of
construction, including costs of materials, labor and right-of-way and other
factors that may impact either company's ability to complete projects within
budget and on schedule; the effects of existing and future laws and
governmental regulations, including environmental and climate change
requirements; the effects of existing and future litigation; and risks related
to the substantial indebtedness, of either company, as well as other factors
disclosed in Crestwood and Inergy's filings with the U.S. Securities and
Exchange Commission. You should read filings made by Crestwood and Inergy
with the U.S. Securities and Exchange Commission, including Annual Reports on
Form 10-K for the year ended December 31, 2012 and September 30, 2012,
respectively, and the most recent Quarterly Reports and Current Reports for a
more extensive list of factors that could affect results. Crestwood and Inergy
do not assume any obligation to update these forward-looking statements.

About Crestwood Midstream Partners LP

Houston, Texas-based Crestwood is a growth-oriented, midstream master limited
partnership that owns and operates predominately fee-based gathering,
processing, treating and compression assets servicing natural gas producers in
the Barnett Shale in north Texas, the Marcellus Shale in northern West
Virginia, the Fayetteville Shale in northwest Arkansas, the Granite Wash in
the Texas Panhandle, the Avalon Shale/Bone Spring in southeastern New Mexico
and the Haynesville/Bossier Shale in western Louisiana. For more information
about Crestwood, visit www.crestwoodlp.com. The general partner of Crestwood
is owned by Inergy, L.P. (NYSE: NRGY).

About Inergy, L.P.

Inergy, L.P. is a publicly traded master limited partnership that controls,
owns, and operates energy midstream businesses. Inergy's operations include a
natural gas storage business in Texas and an NGL and crude oil supply and
logistics business that serves customers in the United States and Canada.
Through its general partner interest in Inergy Midstream, L.P. and Crestwood
Midstream Partners LP, Inergy is also engaged in the development and operation
of natural gas, NGL and crude oil gathering, processing, storage, and
transportation assets in multiple unconventional shale plays across the United
States. For more information about Inergy, L.P., visit www.inergylp.com.

About Inergy Midstream, L.P.

Inergy Midstream, L.P. is a publicly traded master limited partnership that
develops, owns, and operates predominantly fee-based natural gas, NGL and
crude oil storage and transportation businesses in the Northeast region of the
United States and in North Dakota.

Investor Contact:

Mark Stockard
832-519-2207
mstockard@crestwoodlp.com



CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per unit data)
(Unaudited)
                                                                     Three
                       Three Months Ended      Six Months Ended      Months
                                                                     Ended
                       June 30,                June 30,              March 31,
                       2013        2012^(1)   2013      2012^(1)   2013
Operating revenues
                                                                     $    
Gathering revenues     $  24,103  $  17,761  $        $  29,598      
                                               48,099                    
                                                                     23,996
Gathering revenues -   19,066      21,616      38,973    45,462      19,907
related party
Processing revenues    3,926       1,198       7,974     2,394       4,048
Processing revenues -  5,515       6,550       11,197    13,321      5,682
related party
Compression revenues   3,873       -           7,799     -           3,926
Product sales          14,616      8,104       29,473    18,187      14,857
  Total          71,099      55,229      143,515   108,962     72,416
operating revenues
Operating expenses
Product purchases      6,154       7,441       12,902    16,414      6,748
Product purchases -    7,878       -           14,635    -           6,757
related party
Operations and         12,592      9,400       25,608    19,111      13,016
maintenance
General and            10,380      8,657       18,169    15,395      7,789
administrative
Depreciation,
amortization and       17,701      13,695      35,061    24,341      17,360
accretion
  Total          54,705      39,193      106,375   75,261      51,670
operating expenses
Operating income       16,394      16,036      37,140    33,701      20,746
Interest and debt      (11,185)    (8,963)     (22,635)  (16,520)    (11,450)
expense
Income before income   5,209       7,073       14,505    17,181      9,296
taxes
Income tax expense     339         275         677       578         338
                                                                     $    
Net income             $         $         $        $  16,603      
                       4,870       6,798       13,828                    
                                                                     8,958
General partner's                                                    $    
interest in net        $         $         $        $             
income                5,192       4,154       10,393    7,522           
                                                                     5,201
Limited partners'                                                    $    
interest in net        $         $         $       $             
income                (322)      2,644       3,435     9,081           
                                                                     3,757
Basic earnings (loss)
per unit:
 Net income (loss)                                                $    
per limited partner    $         $        $      $            
unit                   (0.01)      0.06        0.06      0.21            
                                                                      0.07
Diluted earnings
(loss) per unit:
 Net income (loss)                                                $    
per limited partner    $         $        $      $            
unit                   (0.01)      0.06        0.06      0.21            
                                                                      0.07
Weighted-average
number of limited
partner units:
 Basic               60,004      43,333      57,400    43,014      54,766
 Diluted             60,004      43,534      57,673    43,204      55,042
Distributions                                                        $    
declared per limited   $        $        $      $            
partner unit           0.51        0.50        1.02      1.00            
(attributable to the                                                  0.51
period ended)

^(1) Financial information has been revised to include the results of
Crestwood Marcellus Midstream LLC.



CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
(Unaudited)
                                             June 30,          December 31,
                                             2013              2012
ASSETS
Current assets
   Cash and cash equivalents                 $           $       
                                             110               111
   Accounts receivable                       21,772            21,636
   Accounts receivable - related party       20,851            23,755
   Insurance receivable                      3,496             2,920
   Prepaid expenses and other               1,476             1,941
   Assets held for sale                      6,680             -
                  Total current assets       54,385            50,363
Property, plant and equipment, net of        1,016,770         939,846
accumulated depreciation of
   $153,421 in 2013 and $130,030 in 2012
Intangible assets, net of accumulated        490,503           501,380
amortization of
   $23,821 in 2013 and $12,814 in 2012
Goodwill                                     95,031            95,031
Deferred financing costs, net                21,134            22,528
Other assets                                2,107             1,321
                  Total assets               $  1,679,930    $   
                                                               1,610,469
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
   Accrued additions to property, plant and  $     36,173  $      
   equipment                                                   9,213
   Capital leases                            3,408             3,862
   Deferred revenue                          2,426             2,634
   Accounts payable - related party          2,997             3,088
   Accounts payable, accrued expenses and    34,056            29,717
   other liabilities
                  Total current liabilities  79,060            48,514
Long-term debt                               778,944           685,161
Long-term capital leases                     1,509             3,161
Asset retirement obligations                 14,425            14,024
Partners' capital
   Common unitholders (53,766,588 and
   41,164,737 units issued and
    outstanding at June 30, 2013 and     676,214           442,348
   December 31, 2012)
   Class C unitholders (7,165,819 units
   issued and
    outstanding at December 31, 2012)     -                 159,908
   Class D unitholder (6,341,707 units
   issued and
    outstanding at June 30, 2013)         126,644           -
   General partner (1,112,674 and 979,614
   units issued and
    outstanding at June 30, 2013 and      3,134             257,353
   December 31, 2012)
                  Total partners' capital    805,992           859,609
                  Total liabilities and      $  1,679,930    $   
                  partners' capital                            1,610,469



CRESTWOOD MIDSTREAM PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
                                                   Six Months Ended June 30,
                                                   2013           2012^(1)
Cash flows from operating activities
Net income                                         $  13,828    $  16,603
 Adjustments to reconcile net income to net
cash provided by
operating activities:
  Depreciation, amortization and accretion   35,061         24,341
  Equity-based compensation                  1,378          994
 Other non-cash income items                2,067          2,546
 Changes in assets and liabilities:
 Accounts receivable                        (136)          245
 Accounts receivable - related party        2,904          4,010
 Insurance receivable                       (576)          -
 Prepaid expenses and other assets          (321)          (560)
 Accounts payable - related party           (91)           (1,046)
 Accounts payable, accrued expenses and     3,415          (4,919)
other liabilities
Net cash provided by operating activities          57,529         42,214
Cash flows from investing activities
 Capital expenditures                       (80,297)       (22,373)
 Acquisitions, net of cash acquired         -              (376,805)
 Other                                      20             -
Net cash used in investing activities              (80,277)       (399,178)
Cash flows from financing activities
 Proceeds from credit facilities            316,900        244,700
 Repayments of credit facilities            (223,000)      (176,250)
 Payments on capital leases                 (2,248)        (1,375)
 Deferred financing costs paid              (82)           (6,486)
 Proceeds from issuance of common units,    118,562        103,034
net
 Contributions from partners                -              247,163
 Distribution to General Partner for        (129,000)      -
additional interest in CMM
 Distributions to partners                  (57,709)       (45,471)
 Taxes paid for equity-based compensation   (676)          (402)
vesting
Net cash provided by financing activities          22,747         364,913
Change in cash and cash equivalents                (1)            7,949
Cash and cash equivalents at beginning of period   111            797
Cash and cash equivalents at end of period         $     110  $   8,746
Supplemental cash flow information:
 Interest paid, net of amounts capitalized  $  20,270    $  14,903

^(1) Financial information has been revised to include the results of
Crestwood Marcellus Midstream LLC.



CRESTWOOD MIDSTREAM PARTNERS LP
OPERATING STATISTICS
(In thousands)
(Unaudited)
                                                                Three
                    Three Months Ended    Six Months Ended      Months
                                                                Ended
                    June 30,              June 30,              March 31,
                    2013      2012^(1)   2013      2012^(1)   2013
Marcellus:
                                                                $     
Gathering revenues  $ 11,524  $  7,027   $ 21,872  $  7,027        
                                                                10,348
Compression         3,873     -           7,799     -           3,926
revenues
Total operating                                                 $     
revenues            $ 15,397  $  7,027   $ 29,671  $  7,027        
                                                                14,274
Product purchases   -         -           -         -           -
Operations and
maintenance         2,545     513         4,942     513         2,397
expense
                                                                $     
EBITDA              $ 12,852  $  6,514   $ 24,729  $  6,514        
                                                                11,877
Gathering volumes   37,765    23,424      71,674    23,424      33,909
(in MMcf)
Compression         25,882    -           50,157    -           24,275
volumes (in MMcf)
Barnett:
                                                                $     
Gathering revenues  $ 23,568  $ 23,771    $ 47,910  $ 49,830         
                                                                24,342
Processing          9,440     7,732       19,168    15,616      9,728
revenues
Product sales       64        -           544       -           480
Total operating                                                 $     
revenues            $ 33,072  $ 31,503    $ 67,622  $ 65,446         
                                                                34,550
Product purchases   146       -           401       -           255
Operations and
maintenance         6,312     5,345       13,567    11,475      7,255
expense
                                                                $     
EBITDA              $ 26,614  $ 26,158    $ 53,654  $ 53,971         
                                                                27,040
Gathering volumes   39,833    36,529      80,206    77,182      40,373
(in MMcf)
Processing volumes  17,913    11,765      36,235    23,822      18,322
(in MMcf)
Fayetteville:
                    $                                          $     
Gathering revenues  6,140     $  6,228   $ 13,099  $ 12,994         
                                                                 6,959
Product sales       191       102         485       200         294
Total operating     $                                          $     
revenues            6,331     $  6,330   $ 13,584  $ 13,194         
                                                                 7,253
Product purchases   190       124         483       206         293
Operations and
maintenance         2,310     2,231       4,444     4,544       2,134
expense
                    $                    $                    $     
EBITDA              3,831     $  3,975   8,657     $  8,444        
                                                                 4,826
Gathering volumes   7,696     7,112       15,141    14,647      7,445
(in MMcf)
Granite Wash:
                    $                   $                   $     
Gathering revenues  478      $   270  992      $   409       
                                                                   514
Processing          1         16          3         99          2
revenues
Product sales       13,157    7,436       26,490    16,811      13,333
Total operating                                                 $     
revenues            $ 13,636  $  7,722   $ 27,485  $ 17,319         
                                                                13,849
Product purchases   12,492    6,732       24,699    15,033      12,207
Operations and
maintenance         685       541         1,293     1,059       608
expense
                    $                   $                    $     
EBITDA              459      $   449  1,493     $  1,227        
                                                                 1,034
Gathering volumes   1,870     1,367       3,905     2,720       2,035
(in MMcf)
Processing volumes  1,864     1,362       3,709     2,707       1,845
(in MMcf)
Other:
                    $                    $                    $     
Gathering revenues  1,459     $  2,081   3,199     $  4,800        
                                                                 1,740
Product sales       1,204     566         1,954     1,176       750
Total operating     $                    $                    $     
revenues            2,663     $  2,647   5,153     $  5,976        
                                                                 2,490
Product purchases   1,204     585         1,954     1,175       750
Operations and
maintenance         740       770         1,362     1,520       622
expense
                    $                   $                    $     
EBITDA              719      $  1,292   1,837     $  3,281        
                                                                 1,118
Gathering volumes   3,176     6,044       7,115     12,107      3,939
(in MMcf)

^(1) Financial information has been revised to include the results of
Crestwood Marcellus Midstream LLC.



CRESTWOOD MIDSTREAM PARTNERS LP
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(In thousands, except for per unit data)
(Unaudited)
                                                                      Three
                          Three Months Ended     Six Months Ended     Months
                                                                      Ended
                          June 30,               June 30,             March
                                                                      31,
                          2013       2012^(1)   2013     2012^(1)   2013
                                                                      $   
Net income               $  4,870  $  6,798   $       $  16,603     
                                                 13,828                  
                                                                       8,958
Items impacting net
income:
 Significant
transaction-related       4,799      2,295       5,517    2,346       718
expenses
 Non-cash interest
expense (write-off of     -          -           -        370         -
deferred financing
costs)
                                                                      $   
Adjusted net income      $  9,669  $  9,093   $       $  19,319     
                                                 19,345                  
                                                                       9,676
                                                                      $   
Net income (loss) per     $                     $     $           
limited partner unit      (0.01)     $   0.06  0.06     0.21           
(diluted basis)                                                        
                                                                      0.07
Items impacting net       $        $   0.05  $     $        0.01
income                    0.08                   0.10     0.06
                                                                      $   
Adjusted net income per   $                    $     $           
limited partner unit      0.07       $   0.11  0.16     0.27           
(diluted basis)                                                        
                                                                      0.08
                                                                      Three
                          Three Months Ended     Six Months Ended     Months
                                                                      Ended
                          June 30,               June 30,             March
                                                                      31,
                          2013       2012^(1)   2013     2012^(1)   2013
                                                                      $   
Net income                $  4,870  $  6,798   $       $  16,603     
                                                 13,828                  
                                                                       8,958
Depreciation,
amortization and          17,701     13,695      35,061   24,341      17,360
accretion expense
Income tax expense        339        275         677      578         338
Amortization of deferred  1,125      1,339       2,253    2,641       1,128
financing fees
Amortization of debt      (59)       -           (117)    -           (58)
premium
Non-cash equity           781        500         1,378    994         597
compensation
Maintenance capital       (2,002)    (1,079)     (2,923)  (1,593)     (921)
expenditures
Distributable cash flow   22,755     21,528      50,157   43,564      27,402
Add: Significant
transaction-related       4,799      2,295       5,688    2,346       889
expenses
                                                                      $   
Adjusted distributable    $ 27,554   $ 23,823    $       $  45,910     
cash flow                                        55,845                  
                                                                      28,291
                                                                      Three
                          Three Months Ended     Six Months Ended     Months
                                                                      Ended
                          June 30,               June 30,             March
                                                                      31,
                          2013       2012^(1)   2013     2012^(1)   2013
                                                                      $   
Total operating revenues  $ 71,099   $ 55,229    $        $ 108,962      
                                                 143,515                 
                                                                      72,416
Product purchases         14,032     7,441       27,537   16,414      13,505
Operations and            12,592     9,400       25,608   19,111      13,016
maintenance expense
General and               10,380     8,657       18,169   15,395      7,789
administrative expense
EBITDA                    34,095     29,731      72,201   58,042      38,106
Items impacting EBITDA:
Add: Significant
transaction-related       4,799      2,295       5,517    2,346       718
expenses
Adjusted EBITDA           38,894     32,026      77,718   60,388      38,824
Less:
Interest and debt         11,185     8,963       22,635   16,520      11,450
expense
Income tax expense        339        275         677      578         338
Depreciation,
amortization and          17,701     13,695      35,061   24,341      17,360
accretion expense
Items impacting EBITDA    4,799      2,295       5,517    2,346       718
                                                                      $   
 Net income            $  4,870  $  6,798   $       $  16,603     
                                                 13,828                  
                                                                       8,958

^(1) Financial information has been revised to include the results of
Crestwood Marcellus Midstream LLC.





SOURCE Crestwood Midstream Partners LP; Inergy, L.P.

Website: http://www.crestwoodlp.com
 
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