Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | NGL Energy Partners LP | |
Entity Central Index Key | 1,504,461 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Units Outstanding | 107,274,540 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 43,506 | $ 41,303 |
Accounts receivable-trade, net of allowance for doubtful accounts of $4,827 and $4,367, respectively | 905,196 | 1,024,226 |
Accounts receivable - affiliates | 18,740 | 17,198 |
Inventories | 489,064 | 441,762 |
Prepaid expenses and other current assets | 130,889 | 120,855 |
Total current assets | 1,587,395 | 1,645,344 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of$236,863 and $202,959, respectively | 1,743,584 | 1,617,389 |
GOODWILL | 1,451,654 | 1,402,761 |
INTANGIBLE ASSETS, net of accumulated amortization of $248,497 and $220,517,respectively | 1,251,478 | 1,288,343 |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 474,221 | 472,673 |
LOAN RECEIVABLE-AFFILIATE | 23,775 | 8,154 |
OTHER NONCURRENT ASSETS | 110,544 | 112,837 |
Total assets | 6,642,651 | 6,547,501 |
CURRENT LIABILITIES: | ||
Accounts payable - trade | 755,062 | 833,380 |
Accounts payable - affiliates | 25,592 | 25,794 |
Accrued expenses and other payables | 237,407 | 195,116 |
Advance payments received from customers | 66,706 | 54,234 |
Current maturities of long-term debt | 3,933 | 4,472 |
Total current liabilities | 1,088,700 | 1,112,996 |
LONG-TERM DEBT, net of current maturities | 2,968,069 | 2,745,299 |
OTHER NONCURRENT LIABILITIES | $ 17,082 | $ 16,086 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
General partner, representing a 0.1% interest, 104,286 and 103,899 notional units at June 30, 2015 and March 31, 2015, respectively | $ (35,097) | $ (37,021) |
Accumulated other comprehensive loss | (117) | (109) |
Noncontrolling interests | 547,162 | 547,326 |
Total equity | 2,568,800 | 2,673,120 |
Total liabilities and equity | 6,642,651 | 6,547,501 |
Common Units | ||
EQUITY: | ||
Limited partners, representing a 99.9% interest - 104,181,253 and 103,794,870 common units issued and outstanding at June 30, 2015 and March 31, 2015, respectively | $ 2,056,852 | $ 2,162,924 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Mar. 31, 2015 | |
Accounts receivable - trade, allowance for doubtful accounts (in dollars) | $ 4,827 | $ 4,367 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation (in dollars) | 236,863 | 202,959 |
INTANGIBLE ASSETS, accumulated amortization (in dollars) | $ 248,497 | $ 220,517 |
General partner interest (as a percent) | 0.10% | 0.10% |
General partner, notional units outstanding | 104,286 | 103,899 |
Limited partners, interest (as a percent) | 99.90% | 99.90% |
Common Units | ||
Units issued | 104,181,253 | 103,794,870 |
Units outstanding | 104,181,253 | 103,794,870 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
REVENUES: | ||
Crude oil logistics | $ 1,327,784 | $ 1,929,283 |
Water solutions | 54,293 | 47,314 |
Liquids | 248,985 | 475,157 |
Retail propane | 64,447 | 77,902 |
Refined products and renewables | 1,842,960 | 1,117,497 |
Other | 1,461 | |
Total Revenues | 3,538,469 | 3,648,614 |
COST OF SALES: | ||
Crude oil logistics | 1,291,992 | 1,897,639 |
Water solutions | 3,607 | 10,573 |
Liquids | 232,276 | 462,016 |
Retail propane | 29,564 | 47,524 |
Refined products and renewables | 1,765,112 | 1,114,313 |
Other | 1,988 | |
Total Cost of Sales | 3,322,551 | 3,534,053 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 107,914 | 67,436 |
General and administrative | 62,481 | 27,873 |
Depreciation and amortization | 59,831 | 39,375 |
Loss on disposal or impairment of assets, net | 421 | 432 |
Operating Loss | (14,729) | (20,555) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 8,718 | 2,565 |
Interest expense | (30,802) | (20,494) |
Other expense, net | (1,175) | (391) |
Loss Before Income Taxes | (37,988) | (38,875) |
INCOME TAX PROVISION | (538) | (1,035) |
Net Income (Loss) | (38,526) | (39,910) |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (15,359) | (9,381) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (3,875) | (65) |
NET LOSS ALLOCATED TO LIMITED PARTNERS | (57,760) | (49,356) |
Common Units | ||
OTHER INCOME (EXPENSE): | ||
NET LOSS ALLOCATED TO LIMITED PARTNERS | $ (57,760) | $ (45,343) |
BASIC AND DILUTED LOSS PER COMMON UNIT (in dollars per unit) | $ (0.56) | $ (0.61) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 103,888,281 | 74,126,205 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (38,526) | $ (39,910) |
Other comprehensive income (loss) | (8) | 185 |
Comprehensive loss | $ (38,534) | $ (39,725) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Equity - 3 months ended Jun. 30, 2015 - USD ($) $ in Thousands | General Partner | Limited PartnerCommon Units | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
BALANCES at Mar. 31, 2015 | $ (37,021) | $ 2,162,924 | $ (109) | $ 547,326 | $ 2,673,120 |
BALANCES (in units) at Mar. 31, 2015 | 103,794,870 | ||||
Increase (Decrease) in Partnership Capital | |||||
Distributions | (13,446) | $ (59,651) | (9,057) | (82,154) | |
Contributions | 11 | 3,947 | 3,958 | ||
Business combinations | $ 11,367 | 11,367 | |||
Business combinations (in units) | 386,383 | ||||
Net income (loss) | 15,359 | $ (57,760) | 3,875 | (38,526) | |
Other comprehensive loss | (8) | (8) | |||
Other | (28) | 1,071 | 1,043 | ||
BALANCES at Jun. 30, 2015 | $ (35,097) | $ 2,056,852 | $ (117) | $ 547,162 | $ 2,568,800 |
BALANCES (in units) at Jun. 30, 2015 | 104,181,253 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (38,526) | $ (39,910) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization, including debt issuance cost amortization | 63,814 | 43,424 |
Non-cash equity-based compensation expense | 36,294 | 7,769 |
Loss on disposal or impairment of assets, net | 421 | 432 |
Provision for doubtful accounts | 1,060 | 251 |
Net commodity derivative loss | 41,243 | 17,485 |
Equity in earnings of unconsolidated entities | (8,718) | (2,565) |
Distributions of earnings from unconsolidated entities | 6,163 | |
Other | (8) | 192 |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable - trade | 119,675 | (2,875) |
Accounts receivable - affiliates | (1,542) | 6,335 |
Inventories | (47,017) | (63,536) |
Prepaid expenses and other assets | (25,432) | (14,993) |
Accounts payable - trade | (78,115) | 70,113 |
Accounts payable - affiliates | (202) | (39,140) |
Accrued expenses and other liabilities | 714 | (184) |
Advance payments received from customers | 12,005 | 26,408 |
Net cash provided by operating activities | 81,829 | 9,206 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (122,110) | (48,867) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (63,898) | (15,869) |
Cash flows from commodity derivatives | (21,693) | (9,967) |
Proceeds from sales of assets | 1,931 | 989 |
Investments in unconsolidated entities | (2,149) | (4,094) |
Distributions of capital from unconsolidated entities | 3,156 | |
Loan for facility under construction | (3,913) | |
Payment on loan for facility under construction | 1,600 | |
Loan to affiliate | (15,621) | |
Net cash used in investing activities | (222,697) | (77,808) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 721,200 | 494,500 |
Payments on revolving credit facilities | (498,200) | (681,000) |
Payments on other long-term debt | (1,629) | (2,347) |
Debt issuance costs | (6) | (2,194) |
Contributions from general partner | 11 | 352 |
Contributions from noncontrolling interest owners | 3,947 | |
Distribution to partners | (73,097) | (49,491) |
Distributions to noncontrolling interest owners | (9,057) | (12) |
Proceeds from sale of common units, net of offering costs | 338,033 | |
Other | (98) | |
Net cash provided by financing activities | 143,071 | 97,841 |
Net increase (decrease) in cash and cash equivalents | 2,203 | 29,239 |
Cash and cash equivalents, beginning of period | 41,303 | 10,440 |
Cash and cash equivalents, end of period | $ 43,506 | $ 39,679 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Jun. 30, 2015 | |
Organization and Operations | |
Organization and Operations | Note 1—Organization and Operations NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership. NGL Energy Holdings LLC serves as our general partner. At June 30, 2015, our operations include: · Our crude oil logistics segment, the assets of which include owned and leased crude oil storage terminals, owned and leased pipeline injection stations, a fleet of owned trucks and trailers, a fleet of owned and leased railcars, a fleet of owned and leased barges and towboats, and a 50% interest in a crude oil pipeline. Our crude oil logistics segment purchases crude oil from producers and transports it for resale at owned and leased pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs. · Our water solutions segment, the assets of which include water treatment and disposal facilities. Our water solutions segment generates revenues from the treatment and disposal of wastewater generated from crude oil and natural gas production, from the sale of recycled water and recovered hydrocarbons, and from the disposal of solids such as tank bottoms and drilling fluids. · Our liquids segment, which supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada, and which provides natural gas liquids terminaling and storage services through its 21 owned terminals throughout the United States and its salt dome storage facility in Utah and railcar transportation services through its fleet of leased railcars. Our liquids segment purchases propane, butane, and other products from refiners, processing plants, producers, and other parties, and sells the products to retailers, refiners, petrochemical plants, and other participants in the wholesale markets. · Our retail propane segment, which sells propane, distillates, and equipment and supplies to end users consisting of residential, agricultural, commercial, and industrial customers and to certain resellers in 25 states and the District of Columbia. · Our refined products and renewables segment, which conducts gasoline, diesel, ethanol, and biodiesel marketing operations. We also own the 2.0% general partner interest and a 19.6% limited partner interest in TransMontaigne Partners L.P. (“TLP”), which conducts refined products terminaling operations. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission. The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Investments that we do not have the ability to exercise control of, but do have the ability to exercise significant influence over, are accounted for using the equity method of accounting. All significant intercompany transactions and account balances have been eliminated in consolidation. The unaudited condensed consolidated balance sheet at March 31, 2015 is derived from audited financial statements. We have made certain reclassifications to prior period financial statements to conform to classification methods used in fiscal year 2016. These reclassifications had no impact on previously reported amounts of equity or net income. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position and results of operations for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed herein. Accordingly, the unaudited condensed consolidated financial statements do not include all the information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2015 included in our Annual Report on Form 10—K (“Annual Report”). Due to the seasonal nature of our liquids and retail propane operations and other factors, the results of operations for interim periods are not necessarily indicative of the results to be expected for future periods or for the full fiscal year ending March 31, 2016. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the period. Critical estimates we make in the preparation of our condensed consolidated financial statements include determining the fair value of assets and liabilities acquired in business combinations; the collectability of accounts receivable; the recoverability of inventories; useful lives and recoverability of property, plant and equipment and amortizable intangible assets; the impairment of goodwill; the fair value of asset retirement obligations; the value of equity-based compensation; and accruals for various commitments and contingencies, among others. Although we believe these estimates are reasonable, actual results could differ from those estimates. Significant Accounting Policies Our significant accounting policies are consistent with those disclosed in Note 2 of our audited consolidated financial statements included in our Annual Report. Fair Value Measurements We apply fair value measurements to certain assets and liabilities, principally our commodity derivative instruments and assets and liabilities acquired in business combinations. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. This includes not only the credit standing of counterparties and credit enhancements but also the impact of our own nonperformance risk on our liabilities. Fair value measurements assume that the transaction occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability (the market for which the reporting entity would be able to maximize the amount received or minimize the amount paid). We evaluate the need for credit adjustments to our derivative instrument fair values in accordance with the requirements noted above. Such adjustments were not material to the fair values of our derivative instruments. We use the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: · Level 1—Quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. · Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for significantly similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties. · Level 3—Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement requires judgment, considering factors specific to the asset or liability. Revenue Recognition We record revenues from product sales at the time title to the product transfers to the purchaser, which typically occurs upon receipt of the product by the purchaser. We record terminaling, transportation, storage, and service revenues at the time the service is performed, and we record tank and other rentals over the term of the lease. Pursuant to terminaling service agreements with certain of our throughput customers, we are entitled to the volume of product gained resulting from differences in the measurement of product volumes received and distributed at our terminaling facilities. Such measurement differentials occur as the result of the inherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale of the product gained. Revenues for our water solutions segment are recognized when we take delivery of the wastewater at our treatment and disposal facilities. We report taxes collected from customers and remitted to taxing authorities, such as sales and use taxes, on a net basis. Amounts billed to customers for shipping and handling costs are included in revenues in our condensed consolidated statements of operations. We enter into certain contracts whereby we agree to purchase product from a counterparty and sell the same volume of product to the same counterparty at a different location or time. When such agreements are entered into concurrently and are entered into in contemplation of each other, we record the revenues for these transactions net of cost of sales. Revenues during the three months ended June 30, 2015 include $1.5 million associated with the amortization of a liability recorded in the acquisition accounting for an acquired business related to certain out-of-market revenue contracts. Supplemental Cash Flow Information Supplemental cash flow information is as follows: Three Months Ended June 30, 2015 2014 (in thousands) Interest paid, exclusive of debt issuance costs and letter of credit fees $ $ Income taxes paid $ $ Cash flows from settlements of commodity derivative instruments are classified as cash flows from investing activities in our condensed consolidated statements of cash flows, and adjustments to the fair value of commodity derivative instruments are included in the reconciliation of net loss to net cash provided by operating activities. Inventories We value our inventories at the lower of cost or market, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage. Market is determined based on estimated replacement cost using prices at the end of the reporting period. In performing this analysis, we consider fixed-price forward commitments and the opportunity to transfer propane inventory from our wholesale liquids business to our retail propane business to sell the inventory in retail markets. Inventories consist of the following: June 30, March 31, 2015 2015 (in thousands) Crude oil $ $ Natural gas liquids— Propane Butane Other Refined products— Gasoline Diesel Renewables Other Total $ $ Investments in Unconsolidated Entities In December 2013, as part of our acquisition of Gavilon, LLC (“Gavilon Energy”), we acquired a 50% interest in Glass Mountain Pipeline, LLC (“Glass Mountain”) and an interest in a limited liability company that owns an ethanol production facility in the Midwest. In June 2014, we acquired an interest in a limited liability company that operates a water supply company in the DJ Basin. On July 1, 2014, as part of our acquisition of TransMontaigne Inc. (“TransMontaigne”), we acquired the 2.0% general partner interest and a 19.7% limited partner interest in TLP, which owns a 42.5% interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and a 50% interest in Frontera Brownsville LLC (“Frontera”), which are entities that own refined products storage facilities. We also own a 50% interest in a limited liability company that operates a retail propane business. We account for these investments using the equity method of accounting. Under the equity method, we do not report the individual assets and liabilities of these entities on our condensed consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our condensed consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the historical net book value of the net assets of the investee. Our investments in unconsolidated entities consist of the following: June 30, March 31, Entity Segment 2015 2015 (in thousands) Glass Mountain (1) Crude oil logistics $ $ BOSTCO (2) Refined products and renewables Frontera (2) Refined products and renewables Water supply company Water solutions Ethanol production facility Refined products and renewables Retail propane company Retail propane — Total $ $ (1) When we acquired Gavilon Energy, we recorded the investment in Glass Mountain at fair value. Our investment in Glass Mountain exceeds our share of the historical net book value of Glass Mountain’s net assets by $76.3 million at June 30, 2015. This difference relates primarily to goodwill and customer relationships. (2) When we acquired TransMontaigne, we recorded the investments in BOSTCO and Frontera at fair value. Our investments in BOSTCO and Frontera exceed our share of the historical net book value of BOSTCO’s and Frontera’s net assets by $14.9 million at June 30, 2015. This difference relates primarily to goodwill. Other Noncurrent Assets Other noncurrent assets consist of the following: June 30, March 31, 2015 2015 (in thousands) Loan receivable (1) $ $ Linefill (2) Other Total $ $ (1) Represents a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party. (2) Represents minimum volumes of crude oil we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2015, linefill consisted of 487,104 barrels of crude oil. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following: June 30, March 31, 2015 2015 (in thousands) Accrued compensation and benefits $ $ Excise and other tax liabilities Derivative liabilities Accrued interest Product exchange liabilities Other Total $ $ Noncontrolling Interests We have certain consolidated subsidiaries in which outside parties own interests. The noncontrolling interest shown in our condensed consolidated financial statements represents the other owners’ interests in these entities. On July 1, 2014, as part of our acquisition of TransMontaigne, we acquired a 19.7% limited partner interest in TLP. We have attributed net earnings allocable to TLP’s limited partners to the controlling and noncontrolling interests based on the relative ownership interests in TLP as well as including certain adjustments related to our acquisition accounting. Earnings allocable to TLP’s limited partners are net of the earnings allocable to TLP’s general partner interest. The earnings allocable to TLP’s general partner interest include the distributions of available cash (as defined by TLP’s partnership agreement) attributable to the period to TLP’s general partner interest and incentive distribution rights, net of adjustments for TLP’s general partner’s share of undistributed earnings. Undistributed earnings are allocated to TLP’s limited partners and TLP’s general partner interest based on their respective sharing of earnings or losses specified in TLP’s partnership agreement, which is based on their ownership percentages of 98% and 2%, respectively. Business Combination Measurement Period We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair values of the assets acquired and liabilities assumed in a business combination. As described in Note 4, certain of our acquisitions during the year ended March 31, 2015 are still within this measurement period, and as a result, the acquisition date fair values we have recorded for the assets acquired and liabilities assumed are subject to change. Also as described in Note 4, we made certain adjustments during the three months ended June 30, 2015 to our estimates of the acquisition date fair values of the assets acquired and liabilities assumed in business combinations that occurred during the year ended March 31, 2015. Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015–11, “Simplifying the Measurement of Inventory.” ASU No. 2015–11 requires that inventory within the scope of the guidance be measured at the lower of cost or net realizable value. The ASU is effective for the Partnership beginning April 1, 2017, although early adoption is permitted. We are in the process of assessing the impact of this ASU on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015–03, “Simplifying the Presentation of Debt Issuance Costs.” ASU No. 2015–03 requires that debt issuance costs (excluding costs associated with revolving debt arrangements) be presented in the balance sheet as a reduction to the carrying amount of the debt. We plan to adopt this ASU effective March 31, 2016, at which time we will begin presenting debt issuance costs as a reduction to long-term debt, rather than as an intangible asset. The ASU requires retrospective application for all prior periods presented. In May 2014, the FASB issued ASU No. 2014–09, “Revenue from Contracts with Customers.” ASU No. 2014–09 will replace most existing revenue recognition guidance in GAAP. The core principle of this ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU is effective for the Partnership beginning April 1, 2018, and allows for both full retrospective and modified retrospective (with cumulative effect) methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU on our consolidated financial statements. |
Loss Per Common Unit
Loss Per Common Unit | 3 Months Ended |
Jun. 30, 2015 | |
Loss Per Common Unit | |
Loss Per Common Unit | Note 3—Loss Per Common Unit Our loss per common unit was computed as follows: Three Months Ended June 30, 2015 2014 (in thousands, except unit and per unit amounts) Net loss attributable to parent equity $ ) $ ) Less: Net income allocated to general partner (1) ) ) Less: Net loss allocated to subordinated unitholders (2) — Net loss allocated to common unitholders $ ) $ ) Basic and diluted weighted average common units outstanding Basic and diluted loss per common unit $ ) $ ) (1) Net income allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights, which are described in Note 11. (2) All outstanding subordinated units converted to common units in August 2014. Since the subordinated units did not share in the distribution of cash generated subsequent to June 30, 2014, we did not allocate any income or loss subsequent to that date to the subordinated unitholders. During the three months ended June 30, 2014, 5,919,346 subordinated units were outstanding. The loss per subordinated unit was ($0.68) for the three months ended June 30, 2014. The restricted units described in Note 11 were antidilutive during the three months ended June 30, 2015 and 2014, but could have an impact on earnings per unit in future periods. |
Acquisitions
Acquisitions | 3 Months Ended |
Jun. 30, 2015 | |
Acquisitions | |
Acquisitions | Note 4—Acquisitions Year Ending March 31, 2016 Water Solutions Facilities As described below, we are party to certain development agreements that provide us a right to purchase water solutions facilities developed by the other party to the agreements. During the three months ended June 30, 2015, we purchased six water treatment and disposal facilities under these development agreements. On a combined basis, we paid $59.3 million of cash and issued 386,383 common units, valued at $11.4 million, in exchange for these facilities. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in these business combinations, and as a result, the estimates of fair value at June 30, 2015 are subject to change. We expect to complete this process prior to finalizing our financial statements for the year ending March 31, 2016. We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows (in thousands): Property, plant and equipment: Water treatment facilities and equipment (3–30 years) $ Buildings and leasehold improvements (7–30 years) Land Other (5 years) Goodwill Accrued expenses and other payables ) Other noncurrent liabilities ) Fair value of net assets acquired $ Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired business and the Partnership and the opportunity to use the acquired business as a platform for growth. We estimate that all of the goodwill will be deductible for federal income tax purposes. The operations of these water treatment and disposal facilities have been included in our condensed consolidated statement of operations since their acquisition dates. Our condensed consolidated statement of operations for the three months ended June 30, 2015 includes revenues of $1.0 million and an operating loss of $0.5 million that were generated by the operations of these facilities after we acquired them. Retail Propane Acquisition During the three months ended June 30, 2015, we completed an acquisition of a retail propane business that operates in the northeastern United States and paid $4.6 million of cash to acquire these assets and operations. The agreement for this acquisition contemplates post-closing payments for certain working capital items. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at June 30, 2015 are subject to change. We expect to complete this process prior to finalizing our financial statements for the three months ended December 31, 2015. The operations of this retail propane business have been included in our condensed consolidated statement of operations since its acquisition date. Our condensed consolidated statement of operations for the three months ended June 30, 2015 includes revenues of $0.3 million and operating income of $0.1 million that were generated by the operations of this business after we acquired them. Year Ended March 31, 2015 As described in Note 2, pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair values of the assets acquired and liabilities assumed in a business combination. Certain of our acquisitions during the year ended March 31, 2015 are still within this measurement period, and as a result, the acquisition date fair values we have recorded for the assets acquired and liabilities assumed are subject to change. These business combinations are described below. Natural Gas Liquids Storage Acquisition In February 2015, we acquired Sawtooth NGL Caverns, LLC (“Sawtooth”), which owns a natural gas liquids salt dome storage facility in Utah with rail and truck access to western United States markets and entered into a construction agreement to expand the storage capacity of the facility. We paid $97.6 million of cash, net of cash acquired, and issued 7,396,973 common units, valued at $218.5 million, in exchange for these assets and operations. The agreement for this acquisition contemplates post-closing payments for certain working capital items. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at June 30, 2015 are subject to change. We expect to complete this process prior to finalizing our financial statements for the three months ended December 31, 2015. We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows: Estimated At June 30, March 31, 2015 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Prepaid expenses and other current assets Property, plant and equipment: Natural gas liquids terminal and storage assets (2–30 years) — Vehicles and railcars (3–25 years) — Land — Other — Construction in progress — Goodwill ) Intangible assets: Customer relationships (15 years) — Non-compete agreements (10 years) — Accounts payable—trade ) ) — Accrued expenses and other payables ) ) — Advance payments received from customers ) ) — Other noncurrent liabilities ) ) — Fair value of net assets acquired $ $ $ — Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired business and the Partnership, the opportunity to use the acquired business as a platform for growth, and the acquired assembled workforce. We estimate that all of the goodwill will be deductible for federal income tax purposes. We estimated the value of the customer relationship intangible asset using the income approach, which uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The acquisition method of accounting requires that executory contracts with unfavorable terms relative to current market conditions at the acquisition date be recorded as assets or liabilities in the acquisition accounting. Since certain natural gas liquids storage lease commitments were at unfavorable terms relative to acquisition-date market conditions, we recorded a liability of $12.8 million related to these lease commitments in the acquisition accounting, and we amortized $1.5 million of this balance as an increase to revenues during the three months ended June 30, 2015. We will amortize the remainder of this liability over the term of the leases. The future amortization of this liability is shown below (in thousands): Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 Bakken Water Solutions Facilities On November 21, 2014, we completed the acquisition of two saltwater disposal facilities in the Bakken shale play in North Dakota for $34.6 million of cash. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at June 30, 2015 are subject to change. We expect to complete this process prior to finalizing our financial statements for the three months ending September 30, 2015. We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows: Estimated At June 30, March 31, 2015 2015 Change (in thousands) Property, plant and equipment: Vehicles (10 years) $ $ $ — Water treatment facilities and equipment (3–30 years) — Buildings and leasehold improvements (7–30 years) — Land — Goodwill Intangible asset: Customer relationships (6 years) — Other noncurrent assets — Other noncurrent liabilities ) ) ) Fair value of net assets acquired $ $ $ — Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired business and the Partnership and the opportunity to use the acquired business as a platform for growth. We estimate that all of the goodwill will be deductible for federal income tax purposes. TransMontaigne Inc. On July 1, 2014, we acquired TransMontaigne for $200.3 million of cash, net of cash acquired (including $174.1 million paid at closing and $26.2 million paid upon completion of the working capital settlement). As part of this transaction, we also purchased $380.4 million of inventory from the previous owner of TransMontaigne (including $346.9 million paid at closing and $33.5 million subsequently paid as the working capital settlement process progressed). The operations of TransMontaigne include the marketing of refined products. As part of this transaction, we acquired the 2.0% general partner interest, the incentive distribution rights, a 19.7% limited partner interest in TLP, and assumed certain terminaling service agreements with TLP from an affiliate of the previous owner of TransMontaigne. During the three months ended June 30, 2015, we completed the acquisition accounting for this business combination. The following table presents the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed for this acquisition: Estimated at March 31, Final 2015 Change (in thousands) Cash and cash equivalents $ $ $ — Accounts receivable—trade Accounts receivable—affiliates — Inventories — Prepaid expenses and other current assets Property, plant and equipment: Refined products terminal assets and equipment (20 years) Vehicles ) Crude oil tanks and related equipment (20 years) Information technology equipment — Buildings and leasehold improvements (20 years) Land ) Tank bottoms (indefinite life) — Other Construction in progress — Goodwill Intangible assets: Customer relationships (15 years) ) Pipeline capacity rights (30 years) — Investments in unconsolidated entities — Other noncurrent assets — Accounts payable—trade ) ) ) Accounts payable—affiliates ) ) — Accrued expenses and other payables ) ) ) Advance payments received from customers ) ) — Long-term debt ) ) — Other noncurrent liabilities ) ) — Noncontrolling interests ) ) — Fair value of net assets acquired $ $ $ — Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired business and the Partnership, the opportunity to use the acquired business as a platform for growth, and the acquired assembled workforce. We estimate that all of the goodwill will be deductible for federal income tax purposes. We estimated the value of the customer relationship intangible asset using the income approach, which uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The intangible asset for pipeline capacity rights relates to capacity allocations on a third-party refined products pipeline. Demand for use of this pipeline exceeds the pipeline’s capacity, and the limited capacity is allocated based on a shipper’s historical shipment volumes. The fair value of the noncontrolling interests was calculated by multiplying the closing price of TLP’s common units on the acquisition date by the number of TLP common units held by parties other than us, adjusted for a lack-of-control discount. Water Solutions Facilities As described above, we are party to certain development agreements that provide us a right to purchase water solutions facilities developed by the other party to the agreements. During the year ended March 31, 2015, we purchased 16 water treatment and disposal facilities under these development agreements over the course of the year. We also purchased a 75% interest in one additional water treatment and disposal facility in July 2014 from a different seller. On a combined basis, we paid $190.0 million of cash and issued 1,322,032 common units, valued at $37.8 million, in exchange for these 17 facilities. During the three months ended June 30, 2015, we completed the acquisition accounting for 12 of these water treatment and disposal facilities. The following table presents the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed for these water treatment and disposal facilities: Estimated at March 31, Final 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Inventories — Prepaid expenses and other current assets — Property, plant and equipment: Water treatment facilities and equipment (3–30 years) — Buildings and leasehold improvements (7–30 years) — Land — Other (5 years) — Goodwill — Intangible asset: Customer relationships (4 years) — Other noncurrent assets — Accounts payable—trade ) ) — Accrued expenses and other payables ) ) — Other noncurrent liabilities ) ) — Noncontrolling interest ) ) — Fair value of net assets acquired $ $ $ — We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed for the remaining five water treatment and disposal facilities, and as a result, the estimates of fair value at June 30, 2015 are subject to change. We expect to complete this process prior to finalizing our financial statements for the three months ending December 31, 2015. We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows: Estimated At June 30, March 31, 2015 2015 Change (in thousands) Property, plant and equipment: Water treatment facilities and equipment (3–30 years) $ $ $ — Buildings and leasehold improvements (7–30 years) — Land — Other (5 years) — Goodwill — Accrued expenses and other payables ) ) — Other noncurrent liabilities ) ) — Fair value of net assets acquired $ $ $ — Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired business and the Partnership and the opportunity to use the acquired business as a platform for growth. We estimate that all of the goodwill will be deductible for federal income tax purposes. Retail Propane Acquisitions During the year ended March 31, 2015, we completed eight acquisitions of retail propane businesses that operate in the northeastern, Midwest, and southern United States. On a combined basis, we paid $39.0 million of cash and issued 132,100 common units, valued at $3.7 million, in exchange for these assets and operations. The agreements for these acquisitions contemplate post-closing payments for certain working capital items. During the three months ended June 30, 2015, we completed the acquisition accounting for seven of these business combinations. The following table presents the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed for these acquisitions: Estimated at March 31, Final 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Inventories — Prepaid expenses and other current assets — Property, plant and equipment: Retail propane equipment (15–20 years) — Vehicles and railcars (5–7 years) — Buildings and leasehold improvements (30 years) — Land — Other (5–7 years) — Goodwill — Intangible assets: Customer relationships (10–15 years) — Non-compete agreements (5–7 years) — Trade names (3–12 years) — Accounts payable—trade ) ) — Advance payments received from customers ) ) — Current maturities of long-term debt ) ) — Long-term debt, net of current maturities ) ) — Fair value of net assets acquired $ $ $ — We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed for the remaining one of these business combinations, and as a result, the estimates of fair value at June 30, 2015 are subject to change. We expect to complete this process prior to finalizing our financial statements for the three months ending September 30, 2015. We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows: Estimated At June 30, March 31, 2015 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Inventories — Property, plant and equipment: Retail propane equipment (15–20 years) — Vehicles and railcars (5–7 years) — Buildings and leasehold improvements (30 years) — ) Land ) Other (5–7 years) — Intangible assets: Customer relationships (10–15 years) — Non-compete agreements (5–7 years) — Accounts payable—trade — ) Advance payments received from customers ) ) Fair value of net assets acquired $ $ $ — We estimated the value of the customer relationship intangible asset using the income approach, which uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 5—Property, Plant and Equipment Our property, plant and equipment consists of the following: June 30, March 31, Description and Estimated Useful Lives 2015 2015 (in thousands) Natural gas liquids terminal and storage assets (2–30 years) $ $ Refined products terminal assets and equipment (20 years) Retail propane equipment (2–30 years) Vehicles and railcars (3–25 years) Water treatment facilities and equipment (3–30 years) Crude oil tanks and related equipment (2–40 years) Barges and towboats (5–40 years) Information technology equipment (3–7 years) Buildings and leasehold improvements (3–40 years) Land Tank bottoms Other (3–30 years) Construction in progress Accumulated depreciation ) ) Net property, plant and equipment $ $ Depreciation expense was $35.8 million and $18.5 million during the three months ended June 30, 2015 and 2014, respectively. Product volumes required for the operation of storage tanks, known as tank bottoms, are recorded at historical cost. We recover tank bottoms when we no longer use the storage tanks or the storage tanks are removed from service. The following table summarizes the tank bottoms included in the table above: June 30, 2015 March 31, 2015 Product Volume Book Value Volume Book Value (in thousands) Gasoline (barrels) $ $ Crude oil (barrels) Diesel (barrels) Renewables (barrels) Other Total $ $ |
Goodwill
Goodwill | 3 Months Ended |
Jun. 30, 2015 | |
Goodwill | |
Goodwill | Note 6—Goodwill The changes in the balance of goodwill were as follows (in thousands): Balance at March 31, 2015 $ Revisions to acquisition accounting (Note 4) Acquisitions (Note 4) Balance at June 30, 2015 $ Goodwill by segment is as follows: June 30, March 31, 2015 2015 (in thousands) Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Total $ $ |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2015 | |
Intangible Assets | |
Intangible Assets | Note 7—Intangible Assets Our intangible assets consist of the following: June 30, 2015 March 31, 2015 Amortizable Gross Carrying Accumulated Gross Carrying Accumulated Lives Amount Amortization Amount Amortization (in thousands) Amortizable— Customer relationships 3–20 years $ $ $ $ Pipeline capacity rights 30 years Water facility development agreement 5 years Executory contracts and other agreements 2–10 years Non-compete agreements 2–10 years Trade names 2–12 years Debt issuance costs 5–10 years Total amortizable Non-amortizable— Customer commitments — — Trade names — — Total non-amortizable — — Total $ $ $ $ The weighted-average remaining amortization period for intangible assets is approximately 12 years. Amortization expense is as follows: Three Months Ended June 30, Recorded In 2015 2014 (in thousands) Depreciation and amortization $ $ Cost of sales Interest expense Total $ $ Expected amortization of our intangible assets, exclusive of assets that are not yet amortizable, is as follows (in thousands): Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 2020 Thereafter Total $ |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt | |
Long-Term Debt | Note 8—Long-Term Debt Our long-term debt consists of the following: June 30, March 31, 2015 2015 (in thousands) Revolving credit facility — Expansion capital borrowings $ $ Working capital borrowings 5.125% Notes due 2019 6.875% Notes due 2021 6.650% Notes due 2022 TLP credit facility Other long-term debt Less: Current maturities Long-term debt $ $ Credit Agreement We have entered into a credit agreement (as amended, the “Credit Agreement”) with a syndicate of banks. The Credit Agreement includes a revolving credit facility to fund working capital needs (the “Working Capital Facility”) and a revolving credit facility to fund acquisitions and expansion projects (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). At June 30, 2015, our Revolving Credit Facility had a total capacity of $2.296 billion. The Credit Agreement gives us the option to reallocate up to $400 million of capacity between the Working Capital Facility and the Expansion Capital Facility. In May 2015, we reallocated $125 million from the Working Capital Facility to the Expansion Capital Facility. The Expansion Capital Facility had a total capacity of $983.0 million for cash borrowings at June 30, 2015. At that date, we had outstanding borrowings of $890.0 million on the Expansion Capital Facility. The Working Capital Facility had a total capacity of $1.313 billion for cash borrowings and letters of credit at June 30, 2015. At that date, we had outstanding borrowings of $716.5 million and outstanding letters of credit of $129.9 million on the Working Capital Facility. Amounts outstanding for letters of credit are not recorded as long-term debt on our condensed consolidated balance sheets, but decrease our borrowing capacity under the Working Capital Facility. The capacity available under the Working Capital Facility may be limited by a “borrowing base,” as defined in the Credit Agreement, which is calculated based on the value of certain working capital items at any point in time. The commitments under the Credit Agreement mature on November 5, 2018. We have the right to prepay outstanding borrowings under the Credit Agreement without incurring any penalties, and prepayments of principal may be required if we enter into certain transactions to sell assets or obtain new borrowings. All borrowings under the Credit Agreement bear interest, at our option, at (i) an alternate base rate plus a margin of 0.50% to 1.50% per annum or (ii) an adjusted LIBOR rate plus a margin of 1.50% to 2.50% per annum. The applicable margin is determined based on our consolidated leverage ratio, as defined in the Credit Agreement. At June 30, 2015, the majority of the borrowings under the Credit Agreement were LIBOR borrowings with an interest rate at June 30, 2015 of 2.19%, calculated as the LIBOR rate of 0.19% plus a margin of 2.0%. At June 30, 2015, the interest rate in effect on letters of credit was 2.25%. Commitment fees are charged at a rate ranging from 0.38% to 0.50% on any unused capacity. The Credit Agreement is secured by substantially all of our assets. The Credit Agreement specifies that our leverage ratio, as defined in the Credit Agreement, cannot exceed 4.25 to 1 at any quarter end. The leverage coverage ratio in our Credit Agreement excludes TLP’s debt. At June 30, 2015, our leverage ratio was approximately 3.3 to 1. The Credit Agreement also specifies that our interest coverage ratio, as defined in the Credit Agreement, cannot be less than 2.75 to 1 at any quarter end. At June 30, 2015, our interest coverage ratio was approximately 5.9 to 1. The Credit Agreement contains various customary representations, warranties, and additional covenants, including, without limitation, limitations on fundamental changes and limitations on indebtedness and liens. Our obligations under the Credit Agreement may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) a breach by the Partnership or its subsidiaries of any material representation or warranty or any covenant made in the Credit Agreement, or (iii) certain events of bankruptcy or insolvency. At June 30, 2015, we were in compliance with the covenants under the Credit Agreement. 2019 Notes On July 9, 2014, we issued $400.0 million of 5.125% Senior Notes Due 2019 (the “2019 Notes”). We received net proceeds of $393.5 million, after the initial purchasers’ discount of $6.0 million and offering costs of $0.5 million. The 2019 Notes mature on July 15, 2019. Interest is payable on January 15 and July 15 of each year. We have the right to redeem the 2019 Notes prior to the maturity date, although we would be required to pay a premium for early redemption. The Partnership and NGL Energy Finance Corp. are co-issuers of the 2019 Notes, and the obligations under the 2019 Notes are guaranteed by certain of our existing and future restricted subsidiaries that incur or guarantee indebtedness under certain of our other indebtedness, including the Revolving Credit Facility. The indenture governing the 2019 Notes contains various customary covenants, including, without limitation, limitations on fundamental changes and limitations on indebtedness and liens. Our obligations under the indenture may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) experiencing an event of default on certain other debt agreements, or (iii) certain events of bankruptcy or insolvency. At June 30, 2015, we were in compliance with the covenants under the indenture governing the 2019 Notes. 2021 Notes On October 16, 2013, we issued $450.0 million of 6.875% Senior Notes Due 2021 (the “2021 Notes”). We received net proceeds of $438.4 million, after the initial purchasers’ discount of $10.1 million and offering costs of $1.5 million. The 2021 Notes mature on October 15, 2021. Interest is payable on April 15 and October 15 of each year. We have the right to redeem the 2021 Notes prior to the maturity date, although we would be required to pay a premium for early redemption. The Partnership and NGL Energy Finance Corp. are co-issuers of the 2021 Notes, and the obligations under the 2021 Notes are guaranteed by certain of our existing and future restricted subsidiaries that incur or guarantee indebtedness under certain of our other indebtedness, including the Revolving Credit Facility. The indenture governing the 2021 Notes contains various customary covenants, including, without limitation, limitations on fundamental changes and limitations on indebtedness and liens. Our obligations under the indenture may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) experiencing an event of default on certain other debt agreements, or (iii) certain events of bankruptcy or insolvency. At June 30, 2015, we were in compliance with the covenants under the indenture governing the 2021 Notes. 2022 Notes On June 19, 2012, we entered into a Note Purchase Agreement (as amended, the “Note Purchase Agreement”) whereby we issued $250.0 million of Senior Notes in a private placement (the “2022 Notes”). The 2022 Notes bear interest at a fixed rate of 6.65%, which is payable quarterly. The 2022 Notes are required to be repaid in semi-annual installments of $25.0 million beginning on December 19, 2017 and ending on the maturity date of June 19, 2022. We have the option to prepay outstanding principal, although we would incur a prepayment penalty. The 2022 Notes are secured by substantially all of our assets and rank equal in priority with borrowings under the Credit Agreement. The Note Purchase Agreement contains various customary representations, warranties, and additional covenants that, among other things, limit our ability to (subject to certain exceptions): (i) incur additional debt, (ii) pay dividends and make other restricted payments, (iii) create or permit certain liens, (iv) create or permit restrictions on the ability of certain of our subsidiaries to pay dividends or make other distributions to us, (v) enter into transactions with affiliates, (vi) enter into sale and leaseback transactions and (vii) consolidate or merge or sell all or substantially all or any portion of our assets. In addition, the Note Purchase Agreement contains similar leverage ratio and interest coverage ratio requirements to those of our Credit Agreement described above. The Note Purchase Agreement provides for customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) failure to pay principal or interest when due, (ii) breach of certain covenants contained in the Note Purchase Agreement or the 2022 Notes, (iii) failure to pay certain other indebtedness or the acceleration of certain other indebtedness prior to maturity if the total amount of such indebtedness unpaid or accelerated exceeds $10.0 million, (iv) the rendering of a judgment for the payment of money in excess of $10.0 million, (v) the failure of the Note Purchase Agreement, the 2022 Notes, or the guarantees by the subsidiary guarantors to be in full force and effect in all material respects and (vi) certain events of bankruptcy or insolvency. Generally, if an event of default occurs (subject to certain exceptions), the trustee or the holders of at least 51% in aggregate principal amount of the then outstanding 2022 Notes may declare all of the 2022 Notes to be due and payable immediately. At June 30, 2015, we were in compliance with the covenants under the Note Purchase Agreement. TLP Credit Facility TLP is party to a credit agreement with a syndicate of banks that provides for a revolving credit facility (the “TLP Credit Facility”). The TLP Credit Facility provides for a maximum borrowing line of credit equal to the lesser of (i) $400 million and (ii) 4.75 times Consolidated EBITDA (as defined in the TLP Credit Facility). The terms of the TLP Credit Facility include covenants that restrict TLP’s ability to make cash distributions, acquisitions and investments, including investments in joint ventures. TLP may make distributions of cash to the extent of TLP’s “available cash” as defined in TLP’s partnership agreement. TLP may make acquisitions and investments that meet the definition of “permitted acquisitions”, “other investments” which may not exceed 5% of “consolidated net tangible assets”, and additional future “permitted JV investments” up to $125 million, which may include additional investments in BOSTCO. The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date of July 31, 2018. The following table summarizes our basis in the assets and liabilities of TLP at June 30, 2015, inclusive of the impact of our acquisition accounting for the business combination with TransMontaigne (in thousands): Cash and cash equivalents $ Accounts receivable—trade Accounts receivable—affiliates Inventories Prepaid expenses and other current assets Property, plant and equipment, net Goodwill Intangible assets, net Investments in unconsolidated entities Other noncurrent assets Accounts payable—trade ) Accounts payable—affiliates ) Net intercompany payable ) Accrued expenses and other payables ) Advanced payments received from customers ) Long-term debt ) Other noncurrent liabilities ) Net assets $ TLP may elect to have loans under the TLP Credit Facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 2% to 3% depending on the total leverage ratio then in effect, or (ii) at the base rate plus a margin ranging from 1% to 2% depending on the total leverage ratio then in effect. TLP also pays a commitment fee on the unused amount of commitments, ranging from 0.375% to 0.5% per annum, depending on the total leverage ratio then in effect. For the three months ended June 30, 2015, the weighted-average interest rate on borrowings under the TLP Credit Facility was approximately 2.88%. TLP’s obligations under the TLP Credit Facility are secured by a first priority security interest in favor of the lenders in the majority of TLP’s assets, including TLP’s investments in unconsolidated entities. At June 30, 2015, TLP had outstanding borrowings under the TLP Credit Facility of $257.0 million and no outstanding letters of credit. The TLP Credit Facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial covenants contained in the TLP Credit Facility are (i) a total leverage ratio test (not to exceed 4.75 times), (ii) a senior secured leverage ratio test (not to exceed 3.75 times) in the event TLP issues senior unsecured notes, and (iii) a minimum interest coverage ratio test (not less than 3.0 times). These financial covenants are based on a defined financial performance measure within the TLP Credit Facility known as “Consolidated EBITDA.” TLP’s Credit Facility is non-recourse to NGL. Other Long-Term Debt We have executed various noninterest bearing notes payable, primarily related to non-compete agreements entered into in connection with acquisitions of businesses. We also have certain notes payable related to equipment financing. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at June 30, 2015: Revolving TLP Other Credit 2019 2021 2022 Credit Long-Term Year Ending March 31, Facility Notes Notes Notes Facility Debt Total (in thousands) 2016 (nine months) $ — $ — $ — $ — $ — $ $ 2017 — — — — — 2018 — — — — 2019 — — 2020 — — — Thereafter — — — Total $ $ $ $ $ $ $ |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2015 | |
Income Taxes | |
Income Taxes | Note 9—Income Taxes We qualify as a partnership for income tax purposes. As such, we generally do not pay United States federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership. We have certain taxable corporate subsidiaries in the United States and in Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2011 to 2015 generally remain subject to examination by federal, state, and Canadian tax authorities. A publicly traded partnership is required to generate at least 90% of its gross income (as defined for federal income tax purposes) from certain qualifying sources. Income generated by our taxable corporate subsidiaries is excluded from this qualifying income calculation. Although we routinely generate income outside of our corporate subsidiaries that is non-qualifying, we believe that at least 90% of our gross income has been qualifying income for each of the calendar years since our initial public offering. We evaluate uncertain tax positions for recognition and measurement in the consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the consolidated financial statements. We had no material uncertain tax positions that required recognition in our condensed consolidated financial statements at June 30, 2015 or March 31, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 10—Commitments and Contingencies Legal Contingencies We are party to various claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop. Environmental Matters Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that significant costs will not be incurred. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business. Asset Retirement Obligations Our condensed consolidated balance sheet at June 30, 2015 includes a liability of $4.6 million related to asset retirement obligations, which is reported within other noncurrent liabilities. This liability is related to facilities for which we have contractual and regulatory obligations to perform remediation and, in some instances, dismantlement and removal activities when the assets are retired. In addition to the obligations described above, we may be obligated to remove facilities or perform other remediation upon retirement of certain other assets. We do not believe the present value of these asset retirement obligations, under current laws and regulations, after considering the estimated lives of our facilities, is material to our consolidated financial position or results of operations. Operating Leases We have executed various noncancelable operating lease agreements for product storage, office space, vehicles, real estate, railcars, and equipment. Future minimum lease payments under these agreements at June 30, 2015 are as follows (in thousands): Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 2020 Thereafter Total $ Rental expense relating to operating leases was $33.8 million and $25.3 million during the three months ended June 30, 2015 and 2014, respectively. Pipeline Capacity Agreements We have executed noncancelable agreements with crude oil and refined products pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. In exchange, we are obligated to pay the minimum shipping fees in the event actual shipments are less than our allotted capacity. Future minimum throughput payments under these agreements at June 30, 2015 are as follows (in thousands): Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 2020 Thereafter Total $ Sales and Purchase Contracts We have entered into sales and purchase contracts for products to be delivered in future periods for which we expect the parties to physically settle the contracts with inventory. At June 30, 2015, we had the following such commitments outstanding: Volume Value (in thousands) Purchase commitments: Natural gas liquids fixed-price (gallons) $ Natural gas liquids index-price (gallons) Crude oil index-price (barrels) Sale commitments: Natural gas liquids fixed-price (gallons) Natural gas liquids index-price (gallons) Crude oil fixed-price (barrels) Crude oil index-price (barrels) We account for the contracts shown in the table above as normal purchases and normal sales. Under this accounting policy election, we do not record the contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. Contracts in the table above may have offsetting derivative contracts (see Note 12) or inventory positions (see Note 2). Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our condensed consolidated balance sheet and are not included in the table above. These contracts are included in the derivative disclosures in Note 12, and represent $39.5 million of our prepaid expenses and other current assets and $26.7 million of our accrued expenses and other payables at June 30, 2015. |
Equity
Equity | 3 Months Ended |
Jun. 30, 2015 | |
Equity | |
Equity | Note 11—Equity Partnership Equity The Partnership’s equity consists of a 0.1% general partner interest and a 99.9% limited partner interest, which consists of common units. Prior to August 2014, the Partnership’s limited partner interest also included subordinated units. The subordination period ended in August 2014, at which time all remaining subordinated units were converted into common units on a one-for-one basis. Our general partner is not obligated to make any additional capital contributions or to guarantee or pay any of our debts and obligations. Common Units Issued in Business Combination During the three months ended June 30, 2015, we issued 386,383 common units as consideration for a water solutions facility acquisition. Our Distribution Policy Our general partner has adopted a cash distribution policy that requires us to pay a quarterly distribution to unitholders as of the record date to the extent we have sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to the general partner and its affiliates, referred to as “available cash.” The general partner will also receive, in addition to distributions on its 0.1% general partner interest, additional distributions based on the level of distributions to the limited partners. These distributions are referred to as “incentive distributions” or “IDRs.” Our general partner currently holds the IDRs, but may transfer these rights separately from its general partner interest, subject to restrictions in our partnership agreement. The following table illustrates the percentage allocations of available cash from operating surplus between our unitholders and our general partner based on the specified target distribution levels. The amounts set forth under “Marginal Percentage Interest In Distributions” are the percentage interests of our general partner and our unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit,” until available cash from operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our general partner include its 0.1% general partner interest, and assume that our general partner has contributed any additional capital necessary to maintain its 0.1% general partner interest and has not transferred its IDRs. Marginal Percentage Interest In Total Quarterly Distributions Distribution Per Unit Unitholders General Partner Minimum quarterly distribution $ % % First target distribution above $ up to $ % % Second target distribution above $ up to $ % % Third target distribution above $ up to $ % % Thereafter above $ % % During the three months ended June 30, 2015, we distributed a total of $73.1 million ($0.6250 per common and general partner notional unit) to our unitholders of record on May 5, 2015, which included an incentive distribution of $13.4 million to our general partner. In July 2015, we declared a distribution of $0.6325 per common unit, to be paid on August 14, 2015 to unitholders of record on August 3, 2015. This distribution is expected to be $81.7 million in total, including amounts to be paid on common and general partner notional units and the amount to be paid on IDRs. TLP’s Distribution Policy TLP’s partnership agreement requires it to pay a quarterly distribution to unitholders as of the record date to the extent TLP has sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to TLP’s general partner and its affiliates, referred to as “available cash.” TLP’s general partner will also receive, in addition to distributions on its 2.0% general partner interest, additional distributions based on the level of distributions to the limited partners. These distributions are referred to as “incentive distributions” or “IDRs.” TLP’s general partner currently holds the IDRs, but may transfer these rights separately from its general partner interest, subject to restrictions in TLP’s partnership agreement. The following table illustrates the percentage allocations of available cash from operating surplus between TLP’s unitholders and TLP’s general partner based on the specified target distribution levels. The amounts set forth under “Marginal Percentage Interest In Distributions” are the percentage interests of TLP’s general partner and TLP’s unitholders in any available cash from operating surplus TLP distributes up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit,” until available cash from operating surplus TLP distributes reaches the next target distribution level, if any. The percentage interests shown for TLP’s unitholders and TLP’s general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for TLP’s general partner include its 2.0% general partner interest, and assume that TLP’s general partner has contributed any additional capital necessary to maintain its 2.0% general partner interest and has not transferred its IDRs. Marginal Percentage Interest In Total Quarterly Distributions Distribution Per Unit Unitholders General Partner Minimum quarterly distribution $ % % First target distribution above $ up to $ % % Second target distribution above $ up to $ % % Third target distribution above $ up to $ % % Thereafter above $ % % During the three months ended June 30, 2015, TLP declared and paid a distribution of $0.6650 per unit. We received a total of $4.0 million from this distribution on our general partner interest, IDRs, and limited partner interest. The noncontrolling interest owners received a total of $8.6 million from this distribution. In July 2015, TLP declared a distribution of $0.6650 per unit, which was paid on August 7, 2015. We received a total of $4.0 million from this distribution on our general partner interest, IDRs, and limited partner interest. The noncontrolling interest owners received a total of $8.6 million from this distribution. Equity-Based Incentive Compensation Our general partner has adopted a long-term incentive plan (“LTIP”), which allows for the issuance of equity-based incentive compensation. Our general partner has granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients. The awards may also vest in the event of a change in control, at the discretion of the board of directors. No distributions accrue to or are paid on the restricted units during the vesting period. The restricted units include awards that vest contingent on the continued service of the recipients through the vesting date (the “Service Awards”). The restricted units also include awards that are contingent both on the continued service of the recipients through the vesting date and also on the performance of our common units relative to other entities in the Alerian MLP Index (the “Index”) over specified periods of time (the “Performance Awards”). The following table summarizes the Service Award activity during the three months ended June 30, 2015: Unvested Service Award units at March 31, 2015 Units granted Unvested Service Award units at June 30, 2015 The scheduled vesting of our Service Award units is summarized below: Year Ending March 31, Number of Units 2016 (nine months) 2017 2018 Thereafter Unvested Service Award units at June 30, 2015 On July 1, 2015, 798,441 of the Service Award units vested. Of these units, recipients elected for us to withhold 252,307 common units for employee taxes, valued at $7.6 million. We issued the remaining 546,134 common units, valued at $16.5 million. We record the expense for the first tranche of each Service Award on a straight-line basis over the period beginning with the grant date of the awards and ending with the vesting date of the tranche. We record the expense for succeeding tranches over the period beginning with the vesting date of the previous tranche and ending with the vesting date of the tranche. At each balance sheet date, we adjust the cumulative expense recorded using the estimated fair value of the awards at the balance sheet date. We calculate the fair value of the awards using the closing price of our common units on the New York Stock Exchange on the balance sheet date, adjusted to reflect the fact that the holders of the unvested units are not entitled to distributions during the vesting period. We estimate the impact of the lack of distribution rights during the vesting period using the value of the most recent distribution and assumptions that a market participant might make about future distribution growth. We recorded expense related to Service Award units of $18.5 million and $7.9 million during the three months ended June 30, 2015 and 2014, respectively. We estimate that the future expense we will record on the unvested Service Award units at June 30, 2015 will be as follows (in thousands), after taking into consideration an estimate of forfeitures of approximately 173,000 units. For purposes of this calculation, we used the closing price of our common units on June 30, 2015, which was $30.33. Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 2020 Total $ The following table is a rollforward of the liability related to the Service Award units, which is reported within accrued expenses and other payables in our condensed consolidated balance sheets (in thousands): Balance at March 31, 2015 $ Expense recorded Balance at June 30, 2015 $ The weighted-average fair value of the Service Award units at June 30, 2015 was $27.40 per common unit, which was calculated as the closing price of our common units on June 30, 2015, adjusted to reflect the fact that the restricted units are not entitled to distributions during the vesting period. The impact of the lack of distribution rights during the vesting period was estimated using the value of the most recent distribution and assumptions that a market participant might make about future distribution growth. During April 2015, our general partner granted Performance Award units to certain employees. The maximum number of units that could vest on these Performance Awards for each vesting tranche is summarized below: Maximum Performance Vesting Date Award Units July 1, 2015 July 1, 2016 July 1, 2017 Total The number of Performance Award units that will vest is contingent on the performance of our common units relative to the performance of the other entities in the Index. Performance will be calculated based on the return on our common units (including changes in the market price of the common units and distributions paid during the performance period) relative to the returns on the common units of the other entities in the Index. Performance will be measured over the following periods: Vesting Date of Tranche Performance Period for Tranche July 1, 2015 July 1, 2012 through June 30, 2015 July 1, 2016 July 1, 2013 through June 30, 2016 July 1, 2017 July 1, 2014 through June 30, 2017 The percentage of the maximum Performance Award units that will vest will depend on the percentage of entities in the Index that NGL outperforms, as summarized in the table below: Percentage of Entities in the Percentage of Maximum Index that NGL Outperforms Performance Award Units to Vest Less than 50% 50% - 75% 25–50% 75% - 90% 50%–100% Greater than 90% During the July 1, 2012 through June 30, 2015 performance period, the return on our common units exceeded the return on 83% of our peer companies in the Index. As a result, the July 1, 2015 tranche of the Performance Awards vested at 76% of the maximum number of awards, and 518,426 common units vested on July 1, 2015. Of these units, recipients elected for us to withhold 205,045 common units for employee taxes, valued at $6.2 million. We issued the remaining 313,381 common units, valued at $9.4 million, on July 1, 2015. We record the expense for each of the tranches of the Performance Awards on a straight-line basis over the period beginning with the grant date and ending with the vesting date of the tranche. At each balance sheet date, we adjust the cumulative expense recorded using the estimated fair value of the awards at the balance sheet date. We calculate the fair value of the awards using a Monte Carlo simulation. The estimated fair value at June 30, 2015 for each vesting tranche, and the expense recorded during the three months ended June 30, 2015, is summarized below (in thousands): Fair Value of Life-to-Date Vesting Date Unvested Awards Expense Recorded July 1, 2015 $ $ July 1, 2016 July 1, 2017 Total $ $ We estimate that the future expense we will record on the unvested Performance Award units at June 30, 2015 will be as follows (in thousands), after taking into consideration an estimate of forfeitures. For purposes of this calculation, we used the June 30, 2015 fair value of the Performance Awards. Year Ending March 31, 2016 (nine months) $ 2017 2018 Total $ The following table is a rollforward of the liability related to the Performance Award units, which is reported within accrued expenses and other payables in our condensed consolidated balance sheets (in thousands): Balance at March 31, 2015 $ — Expense recorded Balance at June 30, 2015 $ The number of common units that may be delivered pursuant to awards under the LTIP is limited to 10% of the issued and outstanding common units. The maximum number of units deliverable under the plan automatically increases to 10% of the issued and outstanding common units immediately after each issuance of common units, unless the plan administrator determines to increase the maximum number of units deliverable by a lesser amount. Units withheld to satisfy tax withholding obligations are not considered to be delivered under the LTIP. In addition, when an award is forfeited, canceled, exercised, paid or otherwise terminates or expires without the delivery of units, the units subject to such award are again available for new awards under the LTIP. At June 30, 2015, approximately 4.8 million common units remain available for issuance under the LTIP. In August 2015, certain bonuses that were recorded as liabilities on the June 30, 2015 condensed consolidated balance sheet were paid in common units. We issued 463,239 common units related to these bonuses (before consideration of common units withheld for employee taxes). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Jun. 30, 2015 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 12—Fair Value of Financial Instruments Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature. Commodity Derivatives The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our condensed consolidated balance sheet at June 30, 2015: Derivative Derivative Assets Liabilities (in thousands) Level 1 measurements $ $ ) Level 2 measurements ) ) Netting of counterparty contracts (1) ) Net cash collateral provided — Commodity derivatives in condensed consolidated balance sheet $ $ ) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our condensed consolidated balance sheet at March 31, 2015: Derivative Derivative Assets Liabilities (in thousands) Level 1 measurements $ $ ) Level 2 measurements ) ) Netting of counterparty contracts (1) ) Net cash collateral provided (held) ) Commodity derivatives in condensed consolidated balance sheet $ $ ) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. Our commodity derivative assets and liabilities are reported in the following accounts in our condensed consolidated balance sheets: June 30, March 31, 2015 2015 (in thousands) Prepaid expenses and other current assets $ $ Accrued expenses and other payables ) ) Net commodity derivative asset $ $ The following table summarizes our open commodity derivative contract positions at June 30, 2015 and March 31, 2015. We do not account for these derivatives as hedges. Net Long (Short) Fair Value Notional of Units Net Assets Contracts Settlement Period (Barrels) (Liabilities) (in thousands) At June 30, 2015— Cross-commodity (1) July 2015–March 2016 $ ) Crude oil fixed-price (2) July 2015–December 2015 ) Crude oil index-price (3) July 2015–July 2015 Propane fixed-price (4) July 2015–November 2017 ) Refined products fixed-price (4) July 2015–December 2015 ) Other July 2015–April 2016 Net cash collateral provided Net commodity derivatives in condensed consolidated balance sheet $ At March 31, 2015— Cross-commodity (1) April 2015–March 2016 $ ) Crude oil fixed-price (2) April 2015–June 2015 ) ) Crude oil index-price (3) April 2015–July 2015 Propane fixed-price (4) April 2015–December 2016 ) Refined products fixed-price (4) April 2015–December 2015 ) Other April 2015–December 2015 Net cash collateral held ) Net commodity derivatives in condensed consolidated balance sheet $ (1) Cross-commodity—We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different commodity price indices. The contracts listed in this table as “Cross-commodity” represent derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price. (2) Crude oil fixed-price—Our crude oil logistics segment routinely purchases crude oil inventory to enable us to fulfill future orders expected to be placed by our customers. The contracts listed in this table as “Crude oil fixed-price” represent derivatives we have entered into as an economic hedge against the risk that crude oil prices will decline while we are holding the inventory. (3) Crude oil index-price—Our crude oil logistics segment may purchase or sell crude oil where the underlying contract pricing mechanisms are tied to different crude oil indices. These indices may vary in the type or location of crude oil, or in the timing of delivery within a given month. The contracts listed in this table as “Crude oil index-price” represent derivatives we have entered into as an economic hedge against the risk of one crude oil index moving relative to another crude oil index. (4) Commodity fixed-price—We may have fixed price physical purchases, including inventory , offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. The contracts listed in this table as “fixed-price” represent derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. We recorded the following net losses from our commodity derivatives to cost of sales (in thousands): Three Months Ended June 30, 2015 $ ) 2014 ) Credit Risk We maintain credit policies with regard to our counterparties on derivative financial instruments that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions, as deemed appropriate. The principal counterparties associated with our operations at June 30, 2015 were retailers, resellers, energy marketers, producers, refiners, and dealers. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, regulatory or other conditions. Failure of a counterparty to perform on a contract could result in our inability to realize amounts that have been recorded in our condensed consolidated balance sheets and recognized in our net income. Interest Rate Risk Our Revolving Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At June 30, 2015, we had $1.6 billion of outstanding borrowings under our Revolving Credit Facility at a rate of 2.2%. A change in interest rates of 0.125% would result in an increase or decrease of our annual interest expense of $2.0 million, based on borrowings outstanding at June 30, 2015. The TLP Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At June 30, 2015, TLP had $257.0 million of outstanding borrowings under the TLP Credit Facility at a rate of 2.93%. A change in interest rates of 0.125% would result in an increase or decrease in TLP’s annual interest expense of $0.3 million, based on borrowings outstanding at June 30, 2015. Fair Value of Fixed-Rate Notes The following table provides fair value estimates of our fixed-rate notes at June 30, 2015 (in thousands): 5.125% Notes due 2019 $ 6.875% Notes due 2021 6.650% Notes due 2022 For the 2019 Notes and the 2021 Notes, the fair value estimates were developed based on publicly traded quotes. These fair value estimates would be classified as Level 1 in the fair value hierarchy. For the 2022 Notes, the fair value estimate was developed using observed yields on publicly traded notes issued by other entities, adjusted for differences in the key terms of those notes and the key terms of our notes (examples include differences in the tenor of the debt, credit standing of the issuer, whether the notes are publicly traded, and whether the notes are secured or unsecured). This fair value estimate would be classified as Level 3 in the fair value hierarchy. |
Segments
Segments | 3 Months Ended |
Jun. 30, 2015 | |
Segments | |
Segments | Note 13—Segments Certain financial data related to our segments is shown below. Transactions between segments are recorded based on prices negotiated between the segments. Our liquids and retail propane segments each consist of two divisions, which are organized based on the location of the operations. The “corporate and other” category consists primarily of certain corporate expenses that are incurred and are not allocated to the reportable segments. This data is included to reconcile the data for the reportable segments to data in our condensed consolidated financial statements. Three Months Ended June 30, 2015 2014 (in thousands) Revenues: Crude oil logistics— Crude oil sales $ $ Crude oil transportation and other Water solutions— Service fees Recovered hydrocarbons Water transportation — Other revenues — Liquids— Propane sales Other product sales Other revenues Retail propane— Propane sales Distillate sales Other revenues Refined products and renewables— Refined products sales Renewables sales Service fees — Corporate and other — Elimination of intersegment sales ) ) Total revenues $ $ Depreciation and Amortization: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total depreciation and amortization $ $ Operating Income (Loss): Crude oil logistics $ $ Water solutions ) ) Liquids ) ) Retail propane ) ) Refined products and renewables ) Corporate and other ) ) Total operating loss $ ) $ ) The following table summarizes additions to property, plant and equipment for each segment. This information has been prepared on the accrual basis, and includes property, plant and equipment acquired in acquisitions. Three Months Ended June 30, 2015 2014 (in thousands) Additions to property, plant and equipment: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables — Corporate and other Total $ $ The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, and goodwill) and total assets by segment: June 30, March 31, 2015 2015 (in thousands) Total assets: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total $ $ Long-lived assets, net: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total $ $ |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Jun. 30, 2015 | |
Transactions with Affiliates | |
Transactions with Affiliates | Note 14—Transactions with Affiliates SemGroup Corporation (“SemGroup”) holds ownership interests in our general partner. We sell product to and purchase product from SemGroup, and these transactions are included within revenues and cost of sales in our condensed consolidated statements of operations. We also lease crude oil storage from SemGroup. We purchase ethanol from one of our equity method investees. These transactions are reported within cost of sales in our condensed consolidated statements of operations. Certain members of our management and members of their families own interests in entities which we have purchased products and services and to which we have sold products and services. Approximately $7.0 million of these transactions during the three months ended June 30, 2015 represented capital expenditures and were recorded as increases to property, plant and equipment. The above transactions are summarized in the following table: Three Months Ended June 30, 2015 2014 (in thousands) Sales to SemGroup $ $ Purchases from SemGroup Sales to equity method investees — Purchases from equity method investees Sales to entities affiliated with management Purchases from entities affiliated with management Accounts receivable from affiliates consist of the following: June 30, March 31, 2015 2015 (in thousands) Receivables from SemGroup $ $ Receivables from equity method investees Receivables from entities affiliated with management Total $ $ Accounts payable to affiliates consist of the following: June 30, March 31, 2015 2015 (in thousands) Payables to SemGroup $ $ Payables to equity method investees Payables to entities affiliated with management Total $ $ We also have a loan receivable of $23.8 million at June 30, 2015 from one of our equity method investees. The investee is required to make monthly principal repayments beginning on June 1, 2018 with the remaining principal balance due on May 31, 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2015 | |
Subsequent Events | |
Subsequent Events | Note 15—Subsequent Events Water Solutions Facility Acquisition As described in Note 4, we are party to certain development agreements that provide us a right to purchase water solutions facilities developed by the other party to the agreements. During August 2015, we purchased one water treatment and disposal facility under these development agreements for $10.3 million of cash. |
Condensed Consolidating Guarant
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | 3 Months Ended |
Jun. 30, 2015 | |
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | |
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | Note 16—Condensed Consolidating Guarantor and Non-Guarantor Financial Information Certain of our wholly owned subsidiaries have, jointly and severally, fully and unconditionally guaranteed the 2019 Notes and the 2021 Notes (see Note 8). Pursuant to Rule 3-10 of Regulation S-X, we have presented in columnar format the condensed consolidating financial information for NGL Energy Partners LP, NGL Energy Finance Corp. (which, along with NGL Energy Partners LP, is a co-issuer of the 2019 Notes and 2021 Notes), the guarantor subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis in the tables below. There are no significant restrictions upon the ability of the parent or any of the guarantor subsidiaries to obtain funds from their respective subsidiaries by dividend or loan, other than restrictions contained in TLP’s Credit Facility. None of the assets of the guarantor subsidiaries (other than the investments in non-guarantor subsidiaries) represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended. For purposes of the tables below, (i) the condensed consolidating financial information is presented on a legal entity basis, (ii) investments in consolidated subsidiaries are accounted for as equity method investments, and (iii) contributions, distributions, and advances to (from) consolidated entities are reported on a net basis within net changes in advances with consolidated entities in the condensed consolidating statement of cash flow tables below. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Balance Sheet (U.S. Dollars in Thousands) June 30, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ $ — $ $ $ — $ Accounts receivable—trade, net of allowance for doubtful accounts — — — Accounts receivable—affiliates — — Inventories — — — Prepaid expenses and other current assets — — — Total current assets — — PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — — GOODWILL — — — INTANGIBLE ASSETS, net of accumulated amortization — — INVESTMENTS IN UNCONSOLIDATED ENTITIES — — — NET INTERCOMPANY RECEIVABLES (PAYABLES) — ) ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES — — ) — LOAN RECEIVABLE—AFFILIATE — — — — OTHER NONCURRENT ASSETS — — — Total assets $ $ — $ $ $ ) $ LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable—trade $ — $ — $ $ $ — $ Accounts payable—affiliates — — Accrued expenses and other payables — — Advance payments received from customers — — — Current maturities of long-term debt — — — Total current liabilities — — LONG-TERM DEBT, net of current maturities — — OTHER NONCURRENT LIABILITIES — — — EQUITY: Partners’ equity — ) Accumulated other comprehensive loss — — — ) — ) Noncontrolling interests — — — — Total equity — ) Total liabilities and equity $ $ — $ $ $ ) $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Since the parent received the proceeds from the issuance of the 2019 Notes and 2021 Notes, all activity has been reflected in the parent column. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Balance Sheet (U.S. Dollars in Thousands) March 31, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ $ — $ $ $ — $ Accounts receivable—trade, net of allowance for doubtful accounts — — — Accounts receivable—affiliates — — Inventories — — — Prepaid expenses and other current assets — — — Total current assets — — PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — — GOODWILL — — — INTANGIBLE ASSETS, net of accumulated amortization — — INVESTMENTS IN UNCONSOLIDATED ENTITIES — — — NET INTERCOMPANY RECEIVABLES (PAYABLES) — ) ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES — — ) — LOAN RECEIVABLE—AFFILIATE — — — — OTHER NONCURRENT ASSETS — — — Total assets $ $ — $ $ $ ) $ LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable—trade $ — $ — $ $ $ — $ Accounts payable—affiliates — — — Accrued expenses and other payables — — Advance payments received from customers — — — Current maturities of long-term debt — — — Total current liabilities — — LONG-TERM DEBT, net of current maturities — — OTHER NONCURRENT LIABILITIES — — — EQUITY: Partners’ equity — ) Accumulated other comprehensive loss — — — ) — ) Noncontrolling interests — — — — Total equity — ) Total liabilities and equity $ $ — $ $ $ ) $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Since the parent received the proceeds from the issuance of the 2019 Notes and 2021 Notes, all activity has been reflected in the parent column. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Three Months Ended June 30, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated REVENUES $ — $ — $ $ $ ) $ COST OF SALES — — ) OPERATING COSTS AND EXPENSES: Operating — — ) General and administrative — — — Depreciation and amortization — — — Loss on disposal or impairment of assets, net — — — — Operating Income (Loss) — — ) — ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income (expense), net — — ) ) ) Income (Loss) Before Income Taxes ) — ) — ) INCOME TAX PROVISION — — ) ) — ) EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES ) — — — Net Income (Loss) ) — ) ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER ) ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ) ) NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS $ ) $ — $ ) $ $ $ ) (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Three Months Ended June 30, 2014 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated REVENUES $ — $ — $ $ $ ) $ COST OF SALES — — ) OPERATING COSTS AND EXPENSES: Operating — — — General and administrative — — — Depreciation and amortization — — — Loss (gain) on disposal or impairment of assets, net — — ) — Operating Loss — — ) ) — ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — — Interest expense ) — ) ) ) Other income (expense), net — — ) ) ) Loss Before Income Taxes ) — ) ) — ) INCOME TAX PROVISION — — ) ) — ) EQUITY IN NET LOSS OF CONSOLIDATED SUBSIDIARIES ) — ) — — Net Loss ) — ) ) ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER ) ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ) ) NET LOSS ALLOCATED TO LIMITED PARTNERS $ ) $ — $ ) $ ) $ $ ) (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2021 Notes. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (Loss) (U.S. Dollars in Thousands) Three Months Ended June 30, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated Net income (loss) $ ) $ — $ ) $ $ $ ) Other comprehensive loss — — — ) — ) Comprehensive income (loss) $ ) $ — $ ) $ $ $ ) (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Three Months Ended June 30, 2014 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (2) Finance Corp. (2) Subsidiaries Subsidiaries Adjustments Consolidated Net loss $ ) $ — $ ) $ ) $ $ ) Other comprehensive income — — — — Comprehensive loss $ ) $ — $ ) $ ) $ $ ) (2) The parent and NGL Energy Finance Corp. are co-issuers of the 2021 Notes. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Three Months Ended June 30, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Consolidated OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ ) $ — $ $ $ INVESTING ACTIVITIES: Purchases of long-lived assets — — ) ) ) Acquisitions of businesses, including acquired working capital, net of cash acquired — — ) — ) Cash flows from commodity derivatives — — ) — ) Proceeds from sales of assets — — — Investments in unconsolidated entities — — ) — ) Distributions of capital from unconsolidated entities — — — Loan for facility under construction — — ) — ) Payments on loan for facility under construction — — — Loan to affiliate — — ) — ) Net cash used in investing activities — — ) ) ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — Payments on revolving credit facilities — — ) ) ) Payments on other long-term debt — — ) ) ) Debt issuance costs — ) — ) Contributions from general partner — — — Contributions from noncontrolling interest owners — — — Distributions to partners ) — — — ) Distributions to noncontrolling interest owners — — — ) ) Net changes in advances with consolidated entities — ) — Other — — ) ) ) Net cash provided by financing activities — Net increase (decrease) in cash and cash equivalents ) — Cash and cash equivalents, beginning of period — Cash and cash equivalents, end of period $ $ — $ $ $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Three Months Ended June 30, 2014 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Consolidated OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ ) $ — $ $ $ INVESTING ACTIVITIES: Purchases of long-lived assets — — ) ) ) Acquisitions of businesses, including acquired working capital, net of cash acquired — — ) ) ) Cash flows from commodity derivatives — — ) — ) Proceeds from sales of assets — — — Investments in unconsolidated entities — — ) — ) Net cash used in investing activities — — ) ) ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facility — — — Payments on revolving credit facility — — ) — ) Payments on other long-term debt — — ) ) ) Debt issuance costs ) — ) — ) Contributions from general partner — — — Distributions to partners ) — — — ) Distributions to noncontrolling interest owners — — — ) ) Proceeds from sale of common units, net of offering costs — — — Net changes in advances with consolidated entities ) — ) — Net cash provided by (used in) financing activities — ) Net increase (decrease) in cash and cash equivalents — ) Cash and cash equivalents, beginning of period — Cash and cash equivalents, end of period $ $ — $ $ $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2021 Notes. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission. The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Investments that we do not have the ability to exercise control of, but do have the ability to exercise significant influence over, are accounted for using the equity method of accounting. All significant intercompany transactions and account balances have been eliminated in consolidation. The unaudited condensed consolidated balance sheet at March 31, 2015 is derived from audited financial statements. We have made certain reclassifications to prior period financial statements to conform to classification methods used in fiscal year 2016. These reclassifications had no impact on previously reported amounts of equity or net income. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position and results of operations for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed herein. Accordingly, the unaudited condensed consolidated financial statements do not include all the information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2015 included in our Annual Report on Form 10—K (“Annual Report”). Due to the seasonal nature of our liquids and retail propane operations and other factors, the results of operations for interim periods are not necessarily indicative of the results to be expected for future periods or for the full fiscal year ending March 31, 2016. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the period. Critical estimates we make in the preparation of our condensed consolidated financial statements include determining the fair value of assets and liabilities acquired in business combinations; the collectability of accounts receivable; the recoverability of inventories; useful lives and recoverability of property, plant and equipment and amortizable intangible assets; the impairment of goodwill; the fair value of asset retirement obligations; the value of equity-based compensation; and accruals for various commitments and contingencies, among others. Although we believe these estimates are reasonable, actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements We apply fair value measurements to certain assets and liabilities, principally our commodity derivative instruments and assets and liabilities acquired in business combinations. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. This includes not only the credit standing of counterparties and credit enhancements but also the impact of our own nonperformance risk on our liabilities. Fair value measurements assume that the transaction occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability (the market for which the reporting entity would be able to maximize the amount received or minimize the amount paid). We evaluate the need for credit adjustments to our derivative instrument fair values in accordance with the requirements noted above. Such adjustments were not material to the fair values of our derivative instruments. We use the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: · Level 1—Quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access at the measurement date. · Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for significantly similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties. · Level 3—Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement requires judgment, considering factors specific to the asset or liability. |
Revenue Recognition | Revenue Recognition We record revenues from product sales at the time title to the product transfers to the purchaser, which typically occurs upon receipt of the product by the purchaser. We record terminaling, transportation, storage, and service revenues at the time the service is performed, and we record tank and other rentals over the term of the lease. Pursuant to terminaling service agreements with certain of our throughput customers, we are entitled to the volume of product gained resulting from differences in the measurement of product volumes received and distributed at our terminaling facilities. Such measurement differentials occur as the result of the inherent variances in measurement devices and methodology. We recognize as revenue the net proceeds from the sale of the product gained. Revenues for our water solutions segment are recognized when we take delivery of the wastewater at our treatment and disposal facilities. We report taxes collected from customers and remitted to taxing authorities, such as sales and use taxes, on a net basis. Amounts billed to customers for shipping and handling costs are included in revenues in our condensed consolidated statements of operations. We enter into certain contracts whereby we agree to purchase product from a counterparty and sell the same volume of product to the same counterparty at a different location or time. When such agreements are entered into concurrently and are entered into in contemplation of each other, we record the revenues for these transactions net of cost of sales. Revenues during the three months ended June 30, 2015 include $1.5 million associated with the amortization of a liability recorded in the acquisition accounting for an acquired business related to certain out-of-market revenue contracts. |
Inventories | Inventories We value our inventories at the lower of cost or market, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage. Market is determined based on estimated replacement cost using prices at the end of the reporting period. In performing this analysis, we consider fixed-price forward commitments and the opportunity to transfer propane inventory from our wholesale liquids business to our retail propane business to sell the inventory in retail markets. Inventories consist of the following: June 30, March 31, 2015 2015 (in thousands) Crude oil $ $ Natural gas liquids— Propane Butane Other Refined products— Gasoline Diesel Renewables Other Total $ $ |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities In December 2013, as part of our acquisition of Gavilon, LLC (“Gavilon Energy”), we acquired a 50% interest in Glass Mountain Pipeline, LLC (“Glass Mountain”) and an interest in a limited liability company that owns an ethanol production facility in the Midwest. In June 2014, we acquired an interest in a limited liability company that operates a water supply company in the DJ Basin. On July 1, 2014, as part of our acquisition of TransMontaigne Inc. (“TransMontaigne”), we acquired the 2.0% general partner interest and a 19.7% limited partner interest in TLP, which owns a 42.5% interest in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”) and a 50% interest in Frontera Brownsville LLC (“Frontera”), which are entities that own refined products storage facilities. We also own a 50% interest in a limited liability company that operates a retail propane business. We account for these investments using the equity method of accounting. Under the equity method, we do not report the individual assets and liabilities of these entities on our condensed consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our condensed consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the historical net book value of the net assets of the investee. Our investments in unconsolidated entities consist of the following: June 30, March 31, Entity Segment 2015 2015 (in thousands) Glass Mountain (1) Crude oil logistics $ $ BOSTCO (2) Refined products and renewables Frontera (2) Refined products and renewables Water supply company Water solutions Ethanol production facility Refined products and renewables Retail propane company Retail propane — Total $ $ (1) When we acquired Gavilon Energy, we recorded the investment in Glass Mountain at fair value. Our investment in Glass Mountain exceeds our share of the historical net book value of Glass Mountain’s net assets by $76.3 million at June 30, 2015. This difference relates primarily to goodwill and customer relationships. (2) When we acquired TransMontaigne, we recorded the investments in BOSTCO and Frontera at fair value. Our investments in BOSTCO and Frontera exceed our share of the historical net book value of BOSTCO’s and Frontera’s net assets by $14.9 million at June 30, 2015. This difference relates primarily to goodwill. |
Noncontrolling Interests | Noncontrolling Interests We have certain consolidated subsidiaries in which outside parties own interests. The noncontrolling interest shown in our condensed consolidated financial statements represents the other owners’ interests in these entities. On July 1, 2014, as part of our acquisition of TransMontaigne, we acquired a 19.7% limited partner interest in TLP. We have attributed net earnings allocable to TLP’s limited partners to the controlling and noncontrolling interests based on the relative ownership interests in TLP as well as including certain adjustments related to our acquisition accounting. Earnings allocable to TLP’s limited partners are net of the earnings allocable to TLP’s general partner interest. The earnings allocable to TLP’s general partner interest include the distributions of available cash (as defined by TLP’s partnership agreement) attributable to the period to TLP’s general partner interest and incentive distribution rights, net of adjustments for TLP’s general partner’s share of undistributed earnings. Undistributed earnings are allocated to TLP’s limited partners and TLP’s general partner interest based on their respective sharing of earnings or losses specified in TLP’s partnership agreement, which is based on their ownership percentages of 98% and 2%, respectively. |
Business Combination Measurement Period | Business Combination Measurement Period We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair values of the assets acquired and liabilities assumed in a business combination. As described in Note 4, certain of our acquisitions during the year ended March 31, 2015 are still within this measurement period, and as a result, the acquisition date fair values we have recorded for the assets acquired and liabilities assumed are subject to change. Also as described in Note 4, we made certain adjustments during the three months ended June 30, 2015 to our estimates of the acquisition date fair values of the assets acquired and liabilities assumed in business combinations that occurred during the year ended March 31, 2015. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015–11, “Simplifying the Measurement of Inventory.” ASU No. 2015–11 requires that inventory within the scope of the guidance be measured at the lower of cost or net realizable value. The ASU is effective for the Partnership beginning April 1, 2017, although early adoption is permitted. We are in the process of assessing the impact of this ASU on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015–03, “Simplifying the Presentation of Debt Issuance Costs.” ASU No. 2015–03 requires that debt issuance costs (excluding costs associated with revolving debt arrangements) be presented in the balance sheet as a reduction to the carrying amount of the debt. We plan to adopt this ASU effective March 31, 2016, at which time we will begin presenting debt issuance costs as a reduction to long-term debt, rather than as an intangible asset. The ASU requires retrospective application for all prior periods presented. In May 2014, the FASB issued ASU No. 2014–09, “Revenue from Contracts with Customers.” ASU No. 2014–09 will replace most existing revenue recognition guidance in GAAP. The core principle of this ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU is effective for the Partnership beginning April 1, 2018, and allows for both full retrospective and modified retrospective (with cumulative effect) methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU on our consolidated financial statements. |
Significant Accounting Polici25
Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies | |
Schedule of supplemental cash flow information | Three Months Ended June 30, 2015 2014 (in thousands) Interest paid, exclusive of debt issuance costs and letter of credit fees $ $ Income taxes paid $ $ |
Schedule of inventories | June 30, March 31, 2015 2015 (in thousands) Crude oil $ $ Natural gas liquids— Propane Butane Other Refined products— Gasoline Diesel Renewables Other Total $ $ |
Schedule of investments in unconsolidated entities | June 30, March 31, Entity Segment 2015 2015 (in thousands) Glass Mountain (1) Crude oil logistics $ $ BOSTCO (2) Refined products and renewables Frontera (2) Refined products and renewables Water supply company Water solutions Ethanol production facility Refined products and renewables Retail propane company Retail propane — Total $ $ (1) When we acquired Gavilon Energy, we recorded the investment in Glass Mountain at fair value. Our investment in Glass Mountain exceeds our share of the historical net book value of Glass Mountain’s net assets by $76.3 million at June 30, 2015. This difference relates primarily to goodwill and customer relationships. (2) When we acquired TransMontaigne, we recorded the investments in BOSTCO and Frontera at fair value. Our investments in BOSTCO and Frontera exceed our share of the historical net book value of BOSTCO’s and Frontera’s net assets by $14.9 million at June 30, 2015. This difference relates primarily to goodwill. |
Schedule of other noncurrent assets | June 30, March 31, 2015 2015 (in thousands) Loan receivable (1) $ $ Linefill (2) Other Total $ $ (1) Represents a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party. (2) Represents minimum volumes of crude oil we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2015, linefill consisted of 487,104 barrels of crude oil. |
Schedule of accrued expenses and other payables | June 30, March 31, 2015 2015 (in thousands) Accrued compensation and benefits $ $ Excise and other tax liabilities Derivative liabilities Accrued interest Product exchange liabilities Other Total $ $ |
Loss Per Common Unit (Tables)
Loss Per Common Unit (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Loss Per Common Unit | |
Schedule of loss per common unit | Three Months Ended June 30, 2015 2014 (in thousands, except unit and per unit amounts) Net loss attributable to parent equity $ ) $ ) Less: Net income allocated to general partner (1) ) ) Less: Net loss allocated to subordinated unitholders (2) — Net loss allocated to common unitholders $ ) $ ) Basic and diluted weighted average common units outstanding Basic and diluted loss per common unit $ ) $ ) (1) Net income allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights, which are described in Note 11. (2) All outstanding subordinated units converted to common units in August 2014. Since the subordinated units did not share in the distribution of cash generated subsequent to June 30, 2014, we did not allocate any income or loss subsequent to that date to the subordinated unitholders. During the three months ended June 30, 2014, 5,919,346 subordinated units were outstanding. The loss per subordinated unit was ($0.68) for the three months ended June 30, 2014. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Water Solutions Facilities - 2016 Acquisitions | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | We have preliminarily estimated the fair values of the assets acquired (and useful lives) and liabilities assumed as follows (in thousands): Property, plant and equipment: Water treatment facilities and equipment (3–30 years) $ Buildings and leasehold improvements (7–30 years) Land Other (5 years) Goodwill Accrued expenses and other payables ) Other noncurrent liabilities ) Fair value of net assets acquired $ |
Natural Gas Liquids Storage | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | Estimated At June 30, March 31, 2015 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Prepaid expenses and other current assets Property, plant and equipment: Natural gas liquids terminal and storage assets (2–30 years) — Vehicles and railcars (3–25 years) — Land — Other — Construction in progress — Goodwill ) Intangible assets: Customer relationships (15 years) — Non-compete agreements (10 years) — Accounts payable—trade ) ) — Accrued expenses and other payables ) ) — Advance payments received from customers ) ) — Other noncurrent liabilities ) ) — Fair value of net assets acquired $ $ $ — |
Schedule of future amortization of liability | We will amortize the remainder of this liability over the term of the leases. The future amortization of this liability is shown below (in thousands): Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 |
Bakken Shale Play Water Solutions Facilities | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | Estimated At June 30, March 31, 2015 2015 Change (in thousands) Property, plant and equipment: Vehicles (10 years) $ $ $ — Water treatment facilities and equipment (3–30 years) — Buildings and leasehold improvements (7–30 years) — Land — Goodwill Intangible asset: Customer relationships (6 years) — Other noncurrent assets — Other noncurrent liabilities ) ) ) Fair value of net assets acquired $ $ $ — |
TransMontaigne | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | Estimated at March 31, Final 2015 Change (in thousands) Cash and cash equivalents $ $ $ — Accounts receivable—trade Accounts receivable—affiliates — Inventories — Prepaid expenses and other current assets Property, plant and equipment: Refined products terminal assets and equipment (20 years) Vehicles ) Crude oil tanks and related equipment (20 years) Information technology equipment — Buildings and leasehold improvements (20 years) Land ) Tank bottoms (indefinite life) — Other Construction in progress — Goodwill Intangible assets: Customer relationships (15 years) ) Pipeline capacity rights (30 years) — Investments in unconsolidated entities — Other noncurrent assets — Accounts payable—trade ) ) ) Accounts payable—affiliates ) ) — Accrued expenses and other payables ) ) ) Advance payments received from customers ) ) — Long-term debt ) ) — Other noncurrent liabilities ) ) — Noncontrolling interests ) ) — Fair value of net assets acquired $ $ $ — |
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | Estimated at March 31, Final 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Inventories — Prepaid expenses and other current assets — Property, plant and equipment: Water treatment facilities and equipment (3–30 years) — Buildings and leasehold improvements (7–30 years) — Land — Other (5 years) — Goodwill — Intangible asset: Customer relationships (4 years) — Other noncurrent assets — Accounts payable—trade ) ) — Accrued expenses and other payables ) ) — Other noncurrent liabilities ) ) — Noncontrolling interest ) ) — Fair value of net assets acquired $ $ $ — |
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | Estimated At June 30, March 31, 2015 2015 Change (in thousands) Property, plant and equipment: Water treatment facilities and equipment (3–30 years) $ $ $ — Buildings and leasehold improvements (7–30 years) — Land — Other (5 years) — Goodwill — Accrued expenses and other payables ) ) — Other noncurrent liabilities ) ) — Fair value of net assets acquired $ $ $ — |
Retail Propane - 2015 Acquisitions, seven completed acquisitions | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | Estimated at March 31, Final 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Inventories — Prepaid expenses and other current assets — Property, plant and equipment: Retail propane equipment (15–20 years) — Vehicles and railcars (5–7 years) — Buildings and leasehold improvements (30 years) — Land — Other (5–7 years) — Goodwill — Intangible assets: Customer relationships (10–15 years) — Non-compete agreements (5–7 years) — Trade names (3–12 years) — Accounts payable—trade ) ) — Advance payments received from customers ) ) — Current maturities of long-term debt ) ) — Long-term debt, net of current maturities ) ) — Fair value of net assets acquired $ $ $ — |
Retail Propane 2015 Acquisitions, one in the process of completion | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | Estimated At June 30, March 31, 2015 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Inventories — Property, plant and equipment: Retail propane equipment (15–20 years) — Vehicles and railcars (5–7 years) — Buildings and leasehold improvements (30 years) — ) Land ) Other (5–7 years) — Intangible assets: Customer relationships (10–15 years) — Non-compete agreements (5–7 years) — Accounts payable—trade — ) Advance payments received from customers ) ) Fair value of net assets acquired $ $ $ — |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | June 30, March 31, Description and Estimated Useful Lives 2015 2015 (in thousands) Natural gas liquids terminal and storage assets (2–30 years) $ $ Refined products terminal assets and equipment (20 years) Retail propane equipment (2–30 years) Vehicles and railcars (3–25 years) Water treatment facilities and equipment (3–30 years) Crude oil tanks and related equipment (2–40 years) Barges and towboats (5–40 years) Information technology equipment (3–7 years) Buildings and leasehold improvements (3–40 years) Land Tank bottoms Other (3–30 years) Construction in progress Accumulated depreciation ) ) Net property, plant and equipment $ $ |
Summary of tank bottoms | June 30, 2015 March 31, 2015 Product Volume Book Value Volume Book Value (in thousands) Gasoline (barrels) $ $ Crude oil (barrels) Diesel (barrels) Renewables (barrels) Other Total $ $ |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Goodwill | |
Schedule of changes in the balance of goodwill | The changes in the balance of goodwill were as follows (in thousands): Balance at March 31, 2015 $ Revisions to acquisition accounting (Note 4) Acquisitions (Note 4) Balance at June 30, 2015 $ |
Schedule of goodwill by segment, including changes to goodwill | June 30, March 31, 2015 2015 (in thousands) Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Total $ $ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Intangible Assets | |
Schedule of intangible assets | June 30, 2015 March 31, 2015 Amortizable Gross Carrying Accumulated Gross Carrying Accumulated Lives Amount Amortization Amount Amortization (in thousands) Amortizable— Customer relationships 3–20 years $ $ $ $ Pipeline capacity rights 30 years Water facility development agreement 5 years Executory contracts and other agreements 2–10 years Non-compete agreements 2–10 years Trade names 2–12 years Debt issuance costs 5–10 years Total amortizable Non-amortizable— Customer commitments — — Trade names — — Total non-amortizable — — Total $ $ $ $ |
Schedule of amortization expense | Three Months Ended June 30, Recorded In 2015 2014 (in thousands) Depreciation and amortization $ $ Cost of sales Interest expense Total $ $ |
Schedule of expected amortization of intangible assets | Expected amortization of our intangible assets, exclusive of assets that are not yet amortizable, is as follows (in thousands): Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 2020 Thereafter Total $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt | |
Schedule of long-term debt | June 30, March 31, 2015 2015 (in thousands) Revolving credit facility — Expansion capital borrowings $ $ Working capital borrowings 5.125% Notes due 2019 6.875% Notes due 2021 6.650% Notes due 2022 TLP credit facility Other long-term debt Less: Current maturities Long-term debt $ $ |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at June 30, 2015: Revolving TLP Other Credit 2019 2021 2022 Credit Long-Term Year Ending March 31, Facility Notes Notes Notes Facility Debt Total (in thousands) 2016 (nine months) $ — $ — $ — $ — $ — $ $ 2017 — — — — — 2018 — — — — 2019 — — 2020 — — — Thereafter — — — Total $ $ $ $ $ $ $ |
TLP | |
Long-Term Debt | |
Summary of assets and liabilities | The following table summarizes our basis in the assets and liabilities of TLP at June 30, 2015, inclusive of the impact of our acquisition accounting for the business combination with TransMontaigne (in thousands): Cash and cash equivalents $ Accounts receivable—trade Accounts receivable—affiliates Inventories Prepaid expenses and other current assets Property, plant and equipment, net Goodwill Intangible assets, net Investments in unconsolidated entities Other noncurrent assets Accounts payable—trade ) Accounts payable—affiliates ) Net intercompany payable ) Accrued expenses and other payables ) Advanced payments received from customers ) Long-term debt ) Other noncurrent liabilities ) Net assets $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under contractual commitments | Future minimum lease payments under these agreements at June 30, 2015 are as follows (in thousands): Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 2020 Thereafter Total $ |
Schedule of future minimum throughput payments under agreements | Future minimum throughput payments under these agreements at June 30, 2015 are as follows (in thousands): Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 2020 Thereafter Total $ |
Schedule of commitments outstanding | At June 30, 2015, we had the following such commitments outstanding: Volume Value (in thousands) Purchase commitments: Natural gas liquids fixed-price (gallons) $ Natural gas liquids index-price (gallons) Crude oil index-price (barrels) Sale commitments: Natural gas liquids fixed-price (gallons) Natural gas liquids index-price (gallons) Crude oil fixed-price (barrels) Crude oil index-price (barrels) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Future Distribution Payments | |
Equity | |
Schedule of percentage allocations of available cash from operating surplus between the unitholders and general partner | Marginal Percentage Interest In Total Quarterly Distributions Distribution Per Unit Unitholders General Partner Minimum quarterly distribution $ % % First target distribution above $ up to $ % % Second target distribution above $ up to $ % % Third target distribution above $ up to $ % % Thereafter above $ % % |
Future Distribution Payments | TLP | |
Equity | |
Schedule of percentage allocations of available cash from operating surplus between the unitholders and general partner | Marginal Percentage Interest In Total Quarterly Distributions Distribution Per Unit Unitholders General Partner Minimum quarterly distribution $ % % First target distribution above $ up to $ % % Second target distribution above $ up to $ % % Third target distribution above $ up to $ % % Thereafter above $ % % |
Service awards | |
Equity | |
Schedule of service awards activity | Unvested Service Award units at March 31, 2015 Units granted Unvested Service Award units at June 30, 2015 |
Summary of scheduled vesting of awards | Year Ending March 31, Number of Units 2016 (nine months) 2017 2018 Thereafter Unvested Service Award units at June 30, 2015 |
Schedule of estimated equity-based expense to be recorded on the service awards granted | We estimate that the future expense we will record on the unvested Service Award units at June 30, 2015 will be as follows (in thousands) Year Ending March 31, 2016 (nine months) $ 2017 2018 2019 2020 Total $ |
Schedule of rollforward of the liability | The following table is a rollforward of the liability related to the Service Award units, which is reported within accrued expenses and other payables in our condensed consolidated balance sheets (in thousands): Balance at March 31, 2015 $ Expense recorded Balance at June 30, 2015 $ |
Performance awards | |
Equity | |
Schedule of rollforward of the liability | The following table is a rollforward of the liability related to the Performance Award units, which is reported within accrued expenses and other payables in our condensed consolidated balance sheets (in thousands): Balance at March 31, 2015 $ — Expense recorded Balance at June 30, 2015 $ |
Schedule of performance measurement period for each tranche | Vesting Date of Tranche Performance Period for Tranche July 1, 2015 July 1, 2012 through June 30, 2015 July 1, 2016 July 1, 2013 through June 30, 2016 July 1, 2017 July 1, 2014 through June 30, 2017 |
Summary of percentage of the maximum performance award units that will vest depending on the percentage of entities in the Index that NGL outperforms | Percentage of Entities in the Percentage of Maximum Index that NGL Outperforms Performance Award Units to Vest Less than 50% 50% - 75% 25–50% 75% - 90% 50%–100% Greater than 90% |
Summary of fair value and expense recorded related to the restricted unit awards | The estimated fair value at June 30, 2015 for each vesting tranche, and the expense recorded during the three months ended June 30, 2015, is summarized below (in thousands): Fair Value of Life-to-Date Vesting Date Unvested Awards Expense Recorded July 1, 2015 $ $ July 1, 2016 July 1, 2017 Total $ $ |
Schedule of estimated share-based expense to be recorded on the awards granted | We estimate that the future expense we will record on the unvested Performance Award units at June 30, 2015 will be as follows (in thousands), after taking into consideration an estimate of forfeitures. For purposes of this calculation, we used the June 30, 2015 fair value of the Performance Awards. Year Ending March 31, 2016 (nine months) $ 2017 2018 Total $ |
Performance awards | Maximum | |
Equity | |
Summary of scheduled vesting of awards | Maximum Performance Vesting Date Award Units July 1, 2015 July 1, 2016 July 1, 2017 Total |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Fair Value of Financial Instruments | |
Schedule of estimated fair value measurements of assets and liabilities | The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our condensed consolidated balance sheet at June 30, 2015: Derivative Derivative Assets Liabilities (in thousands) Level 1 measurements $ $ ) Level 2 measurements ) ) Netting of counterparty contracts (1) ) Net cash collateral provided — Commodity derivatives in condensed consolidated balance sheet $ $ ) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our condensed consolidated balance sheet at March 31, 2015: Derivative Derivative Assets Liabilities (in thousands) Level 1 measurements $ $ ) Level 2 measurements ) ) Netting of counterparty contracts (1) ) Net cash collateral provided (held) ) Commodity derivatives in condensed consolidated balance sheet $ $ ) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. |
Schedule of location of commodity derivative assets and liabilities reported on the condensed consolidated balance sheets | June 30, March 31, 2015 2015 (in thousands) Prepaid expenses and other current assets $ $ Accrued expenses and other payables ) ) Net commodity derivative asset $ $ |
Summary of open commodity derivative contract positions | Net Long (Short) Fair Value Notional of Units Net Assets Contracts Settlement Period (Barrels) (Liabilities) (in thousands) At June 30, 2015— Cross-commodity (1) July 2015–March 2016 $ ) Crude oil fixed-price (2) July 2015–December 2015 ) Crude oil index-price (3) July 2015–July 2015 Propane fixed-price (4) July 2015–November 2017 ) Refined products fixed-price (4) July 2015–December 2015 ) Other July 2015–April 2016 Net cash collateral provided Net commodity derivatives in condensed consolidated balance sheet $ At March 31, 2015— Cross-commodity (1) April 2015–March 2016 $ ) Crude oil fixed-price (2) April 2015–June 2015 ) ) Crude oil index-price (3) April 2015–July 2015 Propane fixed-price (4) April 2015–December 2016 ) Refined products fixed-price (4) April 2015–December 2015 ) Other April 2015–December 2015 Net cash collateral held ) Net commodity derivatives in condensed consolidated balance sheet $ (1) Cross-commodity—We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different commodity price indices. The contracts listed in this table as “Cross-commodity” represent derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price. (2) Crude oil fixed-price—Our crude oil logistics segment routinely purchases crude oil inventory to enable us to fulfill future orders expected to be placed by our customers. The contracts listed in this table as “Crude oil fixed-price” represent derivatives we have entered into as an economic hedge against the risk that crude oil prices will decline while we are holding the inventory. (3) Crude oil index-price—Our crude oil logistics segment may purchase or sell crude oil where the underlying contract pricing mechanisms are tied to different crude oil indices. These indices may vary in the type or location of crude oil, or in the timing of delivery within a given month. The contracts listed in this table as “Crude oil index-price” represent derivatives we have entered into as an economic hedge against the risk of one crude oil index moving relative to another crude oil index. (4) Commodity fixed-price—We may have fixed price physical purchases, including inventory , offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. The contracts listed in this table as “fixed-price” represent derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. |
Schedule of net gains (losses) from entity's commodity derivatives to cost of sales | We recorded the following net losses from our commodity derivatives to cost of sales (in thousands): Three Months Ended June 30, 2015 $ ) 2014 ) |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair value estimates of our fixed-rate notes at June 30, 2015 (in thousands): 5.125% Notes due 2019 $ 6.875% Notes due 2021 6.650% Notes due 2022 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Segments | |
Schedule of certain information related to the results of operations of each segment | Three Months Ended June 30, 2015 2014 (in thousands) Revenues: Crude oil logistics— Crude oil sales $ $ Crude oil transportation and other Water solutions— Service fees Recovered hydrocarbons Water transportation — Other revenues — Liquids— Propane sales Other product sales Other revenues Retail propane— Propane sales Distillate sales Other revenues Refined products and renewables— Refined products sales Renewables sales Service fees — Corporate and other — Elimination of intersegment sales ) ) Total revenues $ $ Depreciation and Amortization: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total depreciation and amortization $ $ Operating Income (Loss): Crude oil logistics $ $ Water solutions ) ) Liquids ) ) Retail propane ) ) Refined products and renewables ) Corporate and other ) ) Total operating loss $ ) $ ) |
Schedule of additions to property, plant and equipment for each segment | Three Months Ended June 30, 2015 2014 (in thousands) Additions to property, plant and equipment: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables — Corporate and other Total $ $ |
Schedule of long-lived assets (consisting of property, plant and equipment, intangible assets and goodwill) and total assets by segment | June 30, March 31, 2015 2015 (in thousands) Total assets: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total $ $ Long-lived assets, net: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total $ $ |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Transactions with Affiliates | |
Summary of purchase and sales transactions of products and services | Three Months Ended June 30, 2015 2014 (in thousands) Sales to SemGroup $ $ Purchases from SemGroup Sales to equity method investees — Purchases from equity method investees Sales to entities affiliated with management Purchases from entities affiliated with management |
Schedule of accounts receivable from affiliates | June 30, March 31, 2015 2015 (in thousands) Receivables from SemGroup $ $ Receivables from equity method investees Receivables from entities affiliated with management Total $ $ |
Schedule of accounts payable to affiliates | June 30, March 31, 2015 2015 (in thousands) Payables to SemGroup $ $ Payables to equity method investees Payables to entities affiliated with management Total $ $ |
Condensed Consolidating Guara37
Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Tables) | 3 Months Ended |
Jun. 30, 2015 | |
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | |
Schedule of Condensed Consolidating Balance Sheets | NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Balance Sheet (U.S. Dollars in Thousands) June 30, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ $ — $ $ $ — $ Accounts receivable—trade, net of allowance for doubtful accounts — — — Accounts receivable—affiliates — — Inventories — — — Prepaid expenses and other current assets — — — Total current assets — — PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — — GOODWILL — — — INTANGIBLE ASSETS, net of accumulated amortization — — INVESTMENTS IN UNCONSOLIDATED ENTITIES — — — NET INTERCOMPANY RECEIVABLES (PAYABLES) — ) ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES — — ) — LOAN RECEIVABLE—AFFILIATE — — — — OTHER NONCURRENT ASSETS — — — Total assets $ $ — $ $ $ ) $ LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable—trade $ — $ — $ $ $ — $ Accounts payable—affiliates — — Accrued expenses and other payables — — Advance payments received from customers — — — Current maturities of long-term debt — — — Total current liabilities — — LONG-TERM DEBT, net of current maturities — — OTHER NONCURRENT LIABILITIES — — — EQUITY: Partners’ equity — ) Accumulated other comprehensive loss — — — ) — ) Noncontrolling interests — — — — Total equity — ) Total liabilities and equity $ $ — $ $ $ ) $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Since the parent received the proceeds from the issuance of the 2019 Notes and 2021 Notes, all activity has been reflected in the parent column. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Balance Sheet (U.S. Dollars in Thousands) March 31, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ $ — $ $ $ — $ Accounts receivable—trade, net of allowance for doubtful accounts — — — Accounts receivable—affiliates — — Inventories — — — Prepaid expenses and other current assets — — — Total current assets — — PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — — GOODWILL — — — INTANGIBLE ASSETS, net of accumulated amortization — — INVESTMENTS IN UNCONSOLIDATED ENTITIES — — — NET INTERCOMPANY RECEIVABLES (PAYABLES) — ) ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES — — ) — LOAN RECEIVABLE—AFFILIATE — — — — OTHER NONCURRENT ASSETS — — — Total assets $ $ — $ $ $ ) $ LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable—trade $ — $ — $ $ $ — $ Accounts payable—affiliates — — — Accrued expenses and other payables — — Advance payments received from customers — — — Current maturities of long-term debt — — — Total current liabilities — — LONG-TERM DEBT, net of current maturities — — OTHER NONCURRENT LIABILITIES — — — EQUITY: Partners’ equity — ) Accumulated other comprehensive loss — — — ) — ) Noncontrolling interests — — — — Total equity — ) Total liabilities and equity $ $ — $ $ $ ) $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Since the parent received the proceeds from the issuance of the 2019 Notes and 2021 Notes, all activity has been reflected in the parent column. |
Schedule of Condensed Consolidating Statements of Operations | NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Three Months Ended June 30, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated REVENUES $ — $ — $ $ $ ) $ COST OF SALES — — ) OPERATING COSTS AND EXPENSES: Operating — — ) General and administrative — — — Depreciation and amortization — — — Loss on disposal or impairment of assets, net — — — — Operating Income (Loss) — — ) — ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income (expense), net — — ) ) ) Income (Loss) Before Income Taxes ) — ) — ) INCOME TAX PROVISION — — ) ) — ) EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES ) — — — Net Income (Loss) ) — ) ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER ) ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ) ) NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS $ ) $ — $ ) $ $ $ ) (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Three Months Ended June 30, 2014 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated REVENUES $ — $ — $ $ $ ) $ COST OF SALES — — ) OPERATING COSTS AND EXPENSES: Operating — — — General and administrative — — — Depreciation and amortization — — — Loss (gain) on disposal or impairment of assets, net — — ) — Operating Loss — — ) ) — ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — — Interest expense ) — ) ) ) Other income (expense), net — — ) ) ) Loss Before Income Taxes ) — ) ) — ) INCOME TAX PROVISION — — ) ) — ) EQUITY IN NET LOSS OF CONSOLIDATED SUBSIDIARIES ) — ) — — Net Loss ) — ) ) ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER ) ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ) ) NET LOSS ALLOCATED TO LIMITED PARTNERS $ ) $ — $ ) $ ) $ $ ) (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2021 Notes. |
Schedule of Condensed Consolidating Statements of Comprehensive Income (Loss) | NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (Loss) (U.S. Dollars in Thousands) Three Months Ended June 30, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated Net income (loss) $ ) $ — $ ) $ $ $ ) Other comprehensive loss — — — ) — ) Comprehensive income (loss) $ ) $ — $ ) $ $ $ ) (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Three Months Ended June 30, 2014 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (2) Finance Corp. (2) Subsidiaries Subsidiaries Adjustments Consolidated Net loss $ ) $ — $ ) $ ) $ $ ) Other comprehensive income — — — — Comprehensive loss $ ) $ — $ ) $ ) $ $ ) (2) The parent and NGL Energy Finance Corp. are co-issuers of the 2021 Notes. |
Schedule of Condensed Consolidating Statements of Cash Flows | NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Three Months Ended June 30, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Consolidated OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ ) $ — $ $ $ INVESTING ACTIVITIES: Purchases of long-lived assets — — ) ) ) Acquisitions of businesses, including acquired working capital, net of cash acquired — — ) — ) Cash flows from commodity derivatives — — ) — ) Proceeds from sales of assets — — — Investments in unconsolidated entities — — ) — ) Distributions of capital from unconsolidated entities — — — Loan for facility under construction — — ) — ) Payments on loan for facility under construction — — — Loan to affiliate — — ) — ) Net cash used in investing activities — — ) ) ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — Payments on revolving credit facilities — — ) ) ) Payments on other long-term debt — — ) ) ) Debt issuance costs — ) — ) Contributions from general partner — — — Contributions from noncontrolling interest owners — — — Distributions to partners ) — — — ) Distributions to noncontrolling interest owners — — — ) ) Net changes in advances with consolidated entities — ) — Other — — ) ) ) Net cash provided by financing activities — Net increase (decrease) in cash and cash equivalents ) — Cash and cash equivalents, beginning of period — Cash and cash equivalents, end of period $ $ — $ $ $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Three Months Ended June 30, 2014 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Consolidated OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ ) $ — $ $ $ INVESTING ACTIVITIES: Purchases of long-lived assets — — ) ) ) Acquisitions of businesses, including acquired working capital, net of cash acquired — — ) ) ) Cash flows from commodity derivatives — — ) — ) Proceeds from sales of assets — — — Investments in unconsolidated entities — — ) — ) Net cash used in investing activities — — ) ) ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facility — — — Payments on revolving credit facility — — ) — ) Payments on other long-term debt — — ) ) ) Debt issuance costs ) — ) — ) Contributions from general partner — — — Distributions to partners ) — — — ) Distributions to noncontrolling interest owners — — — ) ) Proceeds from sale of common units, net of offering costs — — — Net changes in advances with consolidated entities ) — ) — Net cash provided by (used in) financing activities — ) Net increase (decrease) in cash and cash equivalents — ) Cash and cash equivalents, beginning of period — Cash and cash equivalents, end of period $ $ — $ $ $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2021 Notes. |
Organization and Operations (De
Organization and Operations (Details) - item | 3 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Mar. 31, 2015 | |
Organization and operations | ||
Ownership interest (as a percent) | 0.10% | 0.10% |
TLP | General Partner | ||
Organization and operations | ||
Ownership interest (as a percent) | 2.00% | |
TLP | Limited Partner | ||
Organization and operations | ||
Ownership interest (as a percent) | 19.60% | |
Retail propane | ||
Organization and operations | ||
Number of owned terminals | 21 | |
Retail propane | Minimum | ||
Organization and operations | ||
Number of states in which entity operates | 25 | |
Crude oil logistics | ||
Organization and operations | ||
Equity method ownership interest (as a percent) | 50.00% |
Significant Accounting Polici39
Significant Accounting Policies (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2015USD ($) | |
Revenues Recognition | |
Amortization of contract liabilities to revenues | $ 1.5 |
Significant Accounting Polici40
Significant Accounting Policies (Detail2) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Supplemental Cash Flow Information | ||
Interest paid, exclusive of debt issuance costs and letter of credit fees | $ 31,172 | $ 25,984 |
Income taxes paid | $ 4,083 | $ 1,005 |
Significant Accounting Polici41
Significant Accounting Policies (Details 3) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 |
Inventories | ||
Crude oil | $ 109,227 | $ 145,412 |
Natural gas liquids- | ||
Propane | 52,572 | 44,535 |
Butane | 19,999 | 8,668 |
Other | 9,958 | 3,874 |
Refined products- | ||
Gasoline | 161,566 | 128,092 |
Diesel | 91,364 | 59,097 |
Renewables | 34,331 | 44,668 |
Other | 10,047 | 7,416 |
Total | $ 489,064 | $ 441,762 |
Significant Accounting Polici42
Significant Accounting Policies (Details 4) - Inventory [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Jul. 01, 2014 | Dec. 31, 2013 |
Investments in Unconsolidated Entities | ||||
Carrying Value | $ 474,221 | $ 472,673 | ||
Glass Mountain | ||||
Investments in Unconsolidated Entities | ||||
Carrying Value | 185,834 | 187,590 | ||
Fair value in excess of historical net book value | 76,300 | |||
Ethanol production facility | ||||
Investments in Unconsolidated Entities | ||||
Carrying Value | 14,350 | 13,539 | ||
Water Supply Company | ||||
Investments in Unconsolidated Entities | ||||
Carrying Value | 16,767 | 16,471 | ||
BOSTCO and Frontera | ||||
Investments in Unconsolidated Entities | ||||
Fair value in excess of historical net book value | 14,900 | |||
BOSTCO | ||||
Investments in Unconsolidated Entities | ||||
Carrying Value | 239,299 | 238,146 | ||
Frontera | ||||
Investments in Unconsolidated Entities | ||||
Carrying Value | 17,287 | $ 16,927 | ||
Retail propane company | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest acquired in general partner (as a percent) | 50.00% | |||
Carrying Value | $ 684 | |||
Gavilon Energy | Glass Mountain | ||||
Investments in Unconsolidated Entities | ||||
Equity method ownership interest (as a percent) | 50.00% | |||
TransMontaigne | BOSTCO | ||||
Investments in Unconsolidated Entities | ||||
Equity method ownership interest (as a percent) | 42.50% | |||
TransMontaigne | Frontera | ||||
Investments in Unconsolidated Entities | ||||
Equity method ownership interest (as a percent) | 50.00% | |||
Limited Partner | TransMontaigne | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest acquired in general partner (as a percent) | 19.70% | |||
General Partner | TransMontaigne | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest acquired in general partner (as a percent) | 2.00% |
Significant Accounting Polici43
Significant Accounting Policies (Details 5) $ in Thousands | Jun. 30, 2015USD ($)bbl | Mar. 31, 2015USD ($) |
Other Noncurrent Assets | ||
Loan receivable | $ 56,605 | $ 58,050 |
Linefill | 35,060 | 35,060 |
Other | 18,879 | 19,727 |
Total | $ 110,544 | $ 112,837 |
Linefill volume | bbl | 487,104 |
Significant Accounting Polici44
Significant Accounting Policies (Details 6) - Entity [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 |
Accrued Expenses and Other Payables | ||
Accrued compensation and benefits | $ 104,044 | $ 52,078 |
Excise and other tax liabilities | 39,844 | 43,847 |
Derivative liabilities | 27,321 | 27,950 |
Accrued interest | 19,655 | 23,065 |
Product exchange liabilities | 17,322 | 15,480 |
Other | 29,221 | 32,696 |
Total | $ 237,407 | $ 195,116 |
Significant Accounting Polici45
Significant Accounting Policies (Details 7) | Jul. 01, 2014 | Jun. 30, 2015 | Mar. 31, 2015 |
Noncontrolling Interests | |||
Limited partners, interest (as a percent) | 99.90% | 99.90% | |
General partner interest (as a percent) | 0.10% | 0.10% | |
TLP | |||
Noncontrolling Interests | |||
Ownership interest acquired (as a percent) | 19.70% | ||
Limited partners, interest (as a percent) | 98.00% | ||
General partner interest (as a percent) | 2.00% |
Loss Per Common Unit (Details)
Loss Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Loss Per Unit | ||
Net loss attributable to parent equity | $ (42,401) | $ (39,975) |
Less: Net income allocated to general partner | (15,359) | (9,381) |
NET LOSS ALLOCATED TO LIMITED PARTNERS | (57,760) | (49,356) |
Common Units | ||
Loss Per Unit | ||
NET LOSS ALLOCATED TO LIMITED PARTNERS | $ (57,760) | $ (45,343) |
Basic and diluted weighted average units outstanding (in units) | 103,888,281 | 74,126,205 |
Basic and diluted loss per unit (in dollars per unit) | $ (0.56) | $ (0.61) |
Subordinated Units | ||
Loss Per Unit | ||
NET LOSS ALLOCATED TO LIMITED PARTNERS | $ 4,013 | |
Basic and diluted weighted average units outstanding (in units) | 5,919,346 | |
Basic and diluted loss per unit (in dollars per unit) | $ (0.68) |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2015USD ($)itemshares | Jun. 30, 2014USD ($) | Mar. 31, 2015USD ($) | |
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 1,451,654 | $ 1,402,761 | |
Revenue | 3,538,469 | $ 3,648,614 | |
Operating loss | $ (14,729) | $ (20,555) | |
Water Solutions Facilities - 2016 Acquisitions | |||
Acquisitions | |||
Number of water treatment disposal facilities acquired | item | 6 | ||
Cash paid | $ 59,300 | ||
Value of common units issued | 11,400 | ||
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | 45,809 | ||
Accrued expenses and other payables | (5,102) | ||
Other noncurrent liabilities | (174) | ||
Fair value of net assets acquired | 70,671 | ||
Revenue | 1,000 | ||
Operating loss | 500 | ||
Water Solutions Facilities - 2016 Acquisitions | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 24,511 | ||
Water Solutions Facilities - 2016 Acquisitions | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 5,050 | ||
Water Solutions Facilities - 2016 Acquisitions | Land | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 547 | ||
Water Solutions Facilities - 2016 Acquisitions | Other | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 30 | ||
Useful life of property, plant and equipment | 5 years | ||
Water Solutions Facilities - 2016 Acquisitions | Common Units | |||
Acquisitions | |||
Common units issued | shares | 386,383 | ||
Maximum | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Maximum | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 40 years | ||
Maximum | Water Solutions Facilities - 2016 Acquisitions | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Maximum | Water Solutions Facilities - 2016 Acquisitions | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Minimum | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Minimum | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Minimum | Water Solutions Facilities - 2016 Acquisitions | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Minimum | Water Solutions Facilities - 2016 Acquisitions | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 7 years |
Acquisitions (Details 2)
Acquisitions (Details 2) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2015USD ($)item | |
Acquisitions | |||
Revenue | $ 3,538,469 | $ 3,648,614 | |
Operating income (loss) | (14,729) | $ (20,555) | |
Retail Propane | |||
Acquisitions | |||
Number of businesses acquired | item | 8 | ||
Cash paid | 4,600 | $ 39,000 | |
Revenue | 300 | ||
Operating income (loss) | $ 100 |
Acquisitions (Details 3)
Acquisitions (Details 3) - Change in Accounting Estimate, Type [Domain] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 1,451,654 | $ 1,402,761 | |
Change | |||
Goodwill | 1,973 | ||
Consideration paid for acquisition | |||
Amortization of contract liabilities to revenues | $ 1,500 | ||
Natural gas liquids terminal and storage assets | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 2 years | ||
Natural gas liquids terminal and storage assets | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Vehicles and railcars | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Vehicles and railcars | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 25 years | ||
Natural Gas Liquids Storage | |||
Acquisitions | |||
Cash paid | $ 97,600 | ||
Value of common units issued | $ 218,500 | ||
Estimated fair values of the assets acquired and liabilities assumed | |||
Accounts receivable - trade | $ 42 | 42 | |
Prepaid expenses and other current assets | 883 | 600 | |
Goodwill | 151,570 | 151,853 | |
Accounts payable - trade | (931) | (931) | |
Accrued expenses and other payables | (6,511) | (6,511) | |
Advance payments received from customers | (1,015) | (1,015) | |
Other noncurrent liabilities | (6,817) | (6,817) | |
Fair value of net assets acquired | 316,126 | 316,126 | |
Change | |||
Prepaid expenses and other current assets | 283 | ||
Goodwill | (283) | ||
Natural Gas Liquids Storage | Common Units | |||
Acquisitions | |||
Common units issued | 7,396,973 | ||
Natural Gas Liquids Storage | Crude oil storage lease commitments | |||
Consideration paid for acquisition | |||
Liability recorded in the acquisition accounting | 12,800 | ||
Amortization of contract liabilities to revenues | 1,500 | ||
Future amortization | |||
2016 (nine months) | 4,355 | ||
2,017 | 4,905 | ||
2,018 | 1,306 | ||
2,019 | 88 | ||
Natural Gas Liquids Storage | Customer relationships | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Intangible assets | $ 85,000 | 85,000 | |
Useful life of intangible assets | 15 years | ||
Natural Gas Liquids Storage | Non-compete agreements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Intangible assets | $ 12,000 | 12,000 | |
Useful life of intangible assets | 10 years | ||
Natural Gas Liquids Storage | Natural gas liquids terminal and storage assets | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 62,205 | 62,205 | |
Natural Gas Liquids Storage | Natural gas liquids terminal and storage assets | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 2 years | ||
Natural Gas Liquids Storage | Natural gas liquids terminal and storage assets | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Natural Gas Liquids Storage | Vehicles and railcars | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 75 | 75 | |
Natural Gas Liquids Storage | Vehicles and railcars | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Natural Gas Liquids Storage | Vehicles and railcars | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 25 years | ||
Natural Gas Liquids Storage | Land | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 68 | 68 | |
Natural Gas Liquids Storage | Other | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 32 | 32 | |
Natural Gas Liquids Storage | Construction in process | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 19,525 | $ 19,525 |
Acquisitions (Details 4)
Acquisitions (Details 4) - Change in Accounting Estimate, Type [Domain] $ in Thousands | Nov. 21, 2014USD ($)item | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) |
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 1,451,654 | $ 1,402,761 | |
Change | |||
Goodwill | $ 1,973 | ||
Water treatment facilities and equipment | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Water treatment facilities and equipment | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Buildings and leasehold improvements | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Buildings and leasehold improvements | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 40 years | ||
Bakken Shale Play Water Solutions Facilities | |||
Acquisitions | |||
Number of businesses acquired | item | 2 | ||
Total consideration paid | $ 34,600 | ||
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 6,721 | 6,560 | |
Other noncurrent assets | 75 | ||
Other noncurrent liabilities | (304) | (68) | |
Fair value of net assets acquired | 34,600 | 34,600 | |
Change | |||
Goodwill | 161 | ||
Other noncurrent assets | 75 | ||
Other noncurrent liabilities | (236) | ||
Bakken Shale Play Water Solutions Facilities | Customer relationships | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Intangible assets | $ 22,000 | 22,000 | |
Useful life of intangible assets | 6 years | ||
Bakken Shale Play Water Solutions Facilities | Vehicles | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 63 | 63 | |
Useful life of property, plant and equipment | 10 years | ||
Bakken Shale Play Water Solutions Facilities | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 5,815 | 5,815 | |
Bakken Shale Play Water Solutions Facilities | Water treatment facilities and equipment | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Bakken Shale Play Water Solutions Facilities | Water treatment facilities and equipment | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Bakken Shale Play Water Solutions Facilities | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 130 | 130 | |
Bakken Shale Play Water Solutions Facilities | Buildings and leasehold improvements | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 7 years | ||
Bakken Shale Play Water Solutions Facilities | Buildings and leasehold improvements | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Bakken Shale Play Water Solutions Facilities | Land | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 100 | $ 100 |
Acquisitions (Details 5)
Acquisitions (Details 5) - Change in Accounting Estimate, Type [Domain] - USD ($) $ in Thousands | Jul. 01, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 |
Acquisitions | ||||
Purchase price, net of cash acquired | $ 63,898 | $ 15,869 | ||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Goodwill | 1,451,654 | $ 1,402,761 | ||
Change | ||||
Goodwill | $ 1,973 | |||
Refined products terminal assets and equipment | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Useful life of property, plant and equipment | 20 years | |||
TransMontaigne | ||||
Acquisitions | ||||
Purchase price, net of cash acquired | $ 200,300 | |||
Paid at closing | 174,100 | |||
Paid upon completion of working capital settlement | 26,200 | |||
Inventory purchased | $ 373,870 | 373,870 | ||
Amount paid for inventory purchased | 346,900 | |||
Working capital settlement payment | 33,500 | |||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Cash and cash equivalents | 1,469 | 1,469 | ||
Accounts receivable - trade | 199,366 | 197,829 | ||
Accounts receivable - affiliates | 528 | 528 | ||
Inventories | 373,870 | 373,870 | ||
Prepaid expenses and other current assets | 15,110 | 15,001 | ||
Goodwill | 30,169 | 28,074 | ||
Investments in unconsolidated entities | 240,583 | 240,583 | ||
Other noncurrent assets | 3,911 | 3,911 | ||
Accounts payable - trade | (113,103) | (113,066) | ||
Accounts payable - affiliates | (69) | (69) | ||
Accrued expenses and other payables | (79,405) | (78,427) | ||
Advance payments received from customers | (1,919) | (1,919) | ||
Long-term debt | (234,000) | (234,000) | ||
Other noncurrent liabilities | (33,227) | (33,227) | ||
Noncontrolling interest | (545,120) | (545,120) | ||
Fair value of net assets acquired | 580,707 | 580,707 | ||
Change | ||||
Accounts receivable - trade | 1,537 | |||
Prepaid expenses and other current assets | 109 | |||
Goodwill | 2,095 | |||
Accounts payable - trade | (37) | |||
Accrued expenses and other payables | (978) | |||
TransMontaigne | Customer relationships | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Intangible assets | $ 66,000 | 76,100 | ||
Useful life of intangible assets | 15 years | |||
Change | ||||
Intangible assets | $ (10,100) | |||
TransMontaigne | Pipeline capacity rights | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Intangible assets | $ 87,618 | 87,618 | ||
Useful life of intangible assets | 30 years | |||
TransMontaigne | Refined products terminal assets and equipment | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | $ 415,317 | 399,323 | ||
Useful life of property, plant and equipment | 20 years | |||
Change | ||||
Property, plant and equipment | $ 15,994 | |||
TransMontaigne | Vehicles | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | 1,696 | 1,698 | ||
Change | ||||
Property, plant and equipment | (2) | |||
TransMontaigne | Crude oil tanks and related equipment | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | $ 1,085 | 1,058 | ||
Useful life of property, plant and equipment | 20 years | |||
Change | ||||
Property, plant and equipment | $ 27 | |||
TransMontaigne | Information technology equipment | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | 7,253 | 7,253 | ||
TransMontaigne | Buildings and leasehold improvements | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | $ 15,323 | 14,770 | ||
Useful life of property, plant and equipment | 20 years | |||
Change | ||||
Property, plant and equipment | $ 553 | |||
TransMontaigne | Land | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | 61,329 | 70,529 | ||
Change | ||||
Property, plant and equipment | (9,200) | |||
TransMontaigne | Tank bottoms | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | 46,900 | 46,900 | ||
TransMontaigne | Other | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | 15,536 | 15,534 | ||
Change | ||||
Property, plant and equipment | 2 | |||
TransMontaigne | Construction in process | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | $ 4,487 | $ 4,487 | ||
Previous owner of TransMontaigne | ||||
Acquisitions | ||||
Inventory purchased | 380,400 | |||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Inventories | $ 380,400 | |||
General Partner | TransMontaigne | ||||
Acquisitions | ||||
Ownership interest acquired (as a percent) | 2.00% | |||
Limited Partner | TransMontaigne | ||||
Acquisitions | ||||
Ownership interest acquired (as a percent) | 19.70% | |||
TLP | Limited Partner | TransMontaigne | ||||
Acquisitions | ||||
Ownership interest acquired (as a percent) | 19.70% |
Acquisitions (Details 6)
Acquisitions (Details 6) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jul. 31, 2014USD ($)itemshares | Jun. 30, 2015USD ($)item | Mar. 31, 2015USD ($)item | |
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 1,451,654 | $ 1,402,761 | |
Change | |||
Goodwill | $ 1,973 | ||
Water treatment facilities and equipment | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Water treatment facilities and equipment | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Buildings and leasehold improvements | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Buildings and leasehold improvements | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 40 years | ||
Water Solutions Facilities - 2015 Acquisitions | |||
Acquisitions | |||
Number of water treatment disposal facilities acquired | item | 16 | ||
Ownership interest acquired (as a percent) | 75.00% | ||
Number of additional water disposal facilities acquired | item | 1 | ||
Cash paid to acquire ownership interests | $ 190,000 | ||
Value of common units issued | $ 37,800 | ||
Number of combined water treatment and disposal facilities acquired | item | 17 | ||
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | |||
Acquisitions | |||
Number of business combinations for which acquisition accounting is completed | item | 12 | ||
Estimated fair values of the assets acquired and liabilities assumed | |||
Accounts receivable - trade | $ 939 | $ 939 | |
Inventories | 253 | 253 | |
Prepaid expenses and other current assets | 62 | 62 | |
Goodwill | 93,358 | 93,358 | |
Other noncurrent assets | 50 | 50 | |
Accounts payable - trade | (58) | (58) | |
Accrued expenses and other payables | (1,092) | (1,092) | |
Other noncurrent liabilities | (420) | (420) | |
Noncontrolling interest | (5,775) | (5,775) | |
Fair value of net assets acquired | 166,025 | 166,025 | |
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Customer relationships | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Intangible assets | $ 10,000 | 10,000 | |
Useful life of intangible assets | 4 years | ||
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 60,784 | 60,784 | |
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Water treatment facilities and equipment | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Water treatment facilities and equipment | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 5,701 | 5,701 | |
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Buildings and leasehold improvements | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 7 years | ||
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Buildings and leasehold improvements | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Land | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 2,122 | 2,122 | |
Water Solutions Facilities - 2015 Acquisitions, 12 completed acquisitions | Other | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 101 | 101 | |
Useful life of property, plant and equipment | 5 years | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | |||
Acquisitions | |||
Number of business combinations for which acquisition accounting remains to be completed | item | 5 | ||
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 39,412 | ||
Accrued expenses and other payables | (2,000) | ||
Other noncurrent liabilities | (162) | ||
Fair value of net assets acquired | 61,736 | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Estimated | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | 39,412 | ||
Accrued expenses and other payables | (2,000) | ||
Other noncurrent liabilities | (162) | ||
Fair value of net assets acquired | 61,736 | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 18,922 | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Water treatment facilities and equipment | Estimated | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 18,922 | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Water treatment facilities and equipment | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Water treatment facilities and equipment | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 4,549 | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Buildings and leasehold improvements | Estimated | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 4,549 | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Buildings and leasehold improvements | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 7 years | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Buildings and leasehold improvements | Maximum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Land | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 987 | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Land | Estimated | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 987 | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Other | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 28 | ||
Useful life of property, plant and equipment | 5 years | ||
Water Solutions Facilities - 2015 Acquisitions, five in the process of completion | Other | Estimated | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 28 | ||
Common Units | Water Solutions Facilities - 2015 Acquisitions | |||
Acquisitions | |||
Common units issued | shares | 1,322,032 |
Acquisitions (Details 7)
Acquisitions (Details 7) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2015USD ($)item | Mar. 31, 2015USD ($)itemshares | |
Estimated fair values of the assets acquired and liabilities assumed | ||
Goodwill | $ 1,451,654 | $ 1,402,761 |
Change | ||
Goodwill | 1,973 | |
Retail Propane | ||
Acquisitions | ||
Number of businesses acquired | item | 8 | |
Cash paid | $ 4,600 | $ 39,000 |
Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Acquisitions | ||
Number of business combinations for which acquisition accounting is completed | item | 7 | |
Estimated fair values of the assets acquired and liabilities assumed | ||
Accounts receivable - trade | $ 1,913 | |
Inventories | 583 | |
Prepaid expenses and other current assets | 110 | |
Goodwill | 8,097 | |
Accounts payable - trade | (1,523) | |
Advance payments received from customers | (1,661) | |
Current maturities of long-term debt | (78) | |
Long-term debt, net of current maturities | (760) | |
Fair value of net assets acquired | $ 38,647 | |
Retail Propane 2015 Acquisitions, one in the process of completion | ||
Acquisitions | ||
Number of business combinations for which acquisition accounting remains to be completed | item | 1 | |
Estimated fair values of the assets acquired and liabilities assumed | ||
Accounts receivable - trade | $ 324 | |
Inventories | 188 | |
Advance payments received from customers | (87) | |
Fair value of net assets acquired | 4,136 | |
Change | ||
Accounts payable - trade | 398 | |
Advance payments received from customers | 2 | |
Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Accounts receivable - trade | 1,913 | |
Inventories | 583 | |
Prepaid expenses and other current assets | 110 | |
Goodwill | 8,097 | |
Accounts payable - trade | (1,523) | |
Advance payments received from customers | (1,661) | |
Current maturities of long-term debt | (78) | |
Long-term debt, net of current maturities | (760) | |
Fair value of net assets acquired | 38,647 | |
Estimated | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Accounts receivable - trade | 324 | |
Inventories | 188 | |
Accounts payable - trade | (398) | |
Advance payments received from customers | (89) | |
Fair value of net assets acquired | 4,136 | |
Retail propane equipment | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 10,821 | |
Retail propane equipment | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 2,356 | |
Retail propane equipment | Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 10,821 | |
Retail propane equipment | Estimated | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 2,356 | |
Vehicles and railcars | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 1,953 | |
Vehicles and railcars | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 379 | |
Vehicles and railcars | Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 1,953 | |
Vehicles and railcars | Estimated | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 379 | |
Buildings and leasehold improvements | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | $ 534 | |
Useful life of property, plant and equipment | 30 years | |
Buildings and leasehold improvements | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 30 years | |
Change | ||
Property, plant and equipment | $ (250) | |
Buildings and leasehold improvements | Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 534 | |
Buildings and leasehold improvements | Estimated | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 250 | |
Land | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 455 | |
Land | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 50 | |
Change | ||
Property, plant and equipment | (150) | |
Land | Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 455 | |
Land | Estimated | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 200 | |
Other | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 90 | |
Other | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | $ 26 | |
Other | Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 90 | |
Other | Estimated | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 26 | |
Minimum | Retail propane equipment | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 2 years | |
Minimum | Retail propane equipment | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 15 years | |
Minimum | Retail propane equipment | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 15 years | |
Minimum | Vehicles and railcars | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 3 years | |
Minimum | Vehicles and railcars | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 5 years | |
Minimum | Vehicles and railcars | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 5 years | |
Minimum | Buildings and leasehold improvements | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 3 years | |
Minimum | Other | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 5 years | |
Minimum | Other | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 5 years | |
Maximum | Retail propane equipment | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 30 years | |
Maximum | Retail propane equipment | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 20 years | |
Maximum | Retail propane equipment | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 20 years | |
Maximum | Vehicles and railcars | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 25 years | |
Maximum | Vehicles and railcars | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 7 years | |
Maximum | Vehicles and railcars | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 7 years | |
Maximum | Buildings and leasehold improvements | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 40 years | |
Maximum | Other | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 7 years | |
Maximum | Other | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 7 years | |
Customer relationships | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 16,763 | |
Customer relationships | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 800 | |
Customer relationships | Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | 16,763 | |
Customer relationships | Estimated | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | 800 | |
Customer relationships | Minimum | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 10 years | |
Customer relationships | Minimum | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 10 years | |
Customer relationships | Maximum | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 15 years | |
Customer relationships | Maximum | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 15 years | |
Non-compete agreements | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 400 | |
Non-compete agreements | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 100 | |
Non-compete agreements | Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | 400 | |
Non-compete agreements | Estimated | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | 100 | |
Non-compete agreements | Minimum | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 5 years | |
Non-compete agreements | Minimum | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 5 years | |
Non-compete agreements | Maximum | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 7 years | |
Non-compete agreements | Maximum | Retail Propane 2015 Acquisitions, one in the process of completion | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 7 years | |
Trade names | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 950 | |
Trade names | Estimated | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 950 | |
Trade names | Minimum | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 3 years | |
Trade names | Maximum | Retail Propane - 2015 Acquisitions, seven completed acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 12 years | |
Common Units | Retail Propane | ||
Acquisitions | ||
Common units issued | shares | 132,100 | |
Value of common units issued | $ 3,700 |
Property, Plant and Equipment54
Property, Plant and Equipment (Details) bbl in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2015USD ($)bbl | Jun. 30, 2014USD ($) | Mar. 31, 2015USD ($)bbl | |
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 1,980,447 | $ 1,820,348 | |
Accumulated depreciation | (236,863) | (202,959) | |
Net property, plant and equipment | 1,743,584 | 1,617,389 | |
Depreciation expense | 35,800 | $ 18,500 | |
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 133,284 | 132,851 | |
Natural gas liquids terminal and storage assets | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 2 years | ||
Natural gas liquids terminal and storage assets | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Refined products terminal assets and equipment | |||
Property, Plant and Equipment | |||
Useful life | 20 years | ||
Property, plant and equipment, gross | $ 429,038 | 403,609 | |
Retail propane equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 184,749 | 181,140 | |
Retail propane equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 2 years | ||
Retail propane equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Vehicles and railcars | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 182,055 | 180,679 | |
Vehicles and railcars | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Vehicles and railcars | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 25 years | ||
Water treatment facilities and equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 358,118 | 317,317 | |
Water treatment facilities and equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Water treatment facilities and equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Crude oil tanks and related equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 110,637 | 109,909 | |
Crude oil tanks and related equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 2 years | ||
Crude oil tanks and related equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 40 years | ||
Barges and tow boats | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 75,966 | 59,848 | |
Barges and tow boats | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 5 years | ||
Barges and tow boats | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 40 years | ||
Information technology equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 38,516 | 34,915 | |
Information technology equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Information technology equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 7 years | ||
Buildings and leasehold improvements | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 108,529 | 98,989 | |
Buildings and leasehold improvements | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Buildings and leasehold improvements | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 40 years | ||
Land | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 99,593 | 107,098 | |
Tank bottoms | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 64,803 | 62,656 | |
Tank bottoms | Gasoline | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 25,585 | $ 25,710 | |
Volume of property, plant and equipment | bbl | 219 | 219 | |
Tank bottoms | Crude oil | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 19,507 | $ 16,835 | |
Volume of property, plant and equipment | bbl | 232 | 184 | |
Tank bottoms | Diesel | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 14,753 | $ 15,153 | |
Volume of property, plant and equipment | bbl | 121 | 124 | |
Tank bottoms | Renewables | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 4,220 | $ 4,220 | |
Volume of property, plant and equipment | bbl | 41 | 41 | |
Tank bottoms | Other | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 738 | $ 738 | |
Volume of property, plant and equipment | bbl | 504 | 504 | |
Other equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 34,490 | $ 34,415 | |
Other equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Other equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Construction in process | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 160,669 | $ 96,922 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill | |
Goodwill at the beginning of the period | $ 1,402,761 |
Revisions to acquisition accounting (Note 4) | 1,973 |
Acquisitions (Note 4) | 46,920 |
Goodwill at the end of the period | $ 1,451,654 |
Goodwill (Details 2)
Goodwill (Details 2) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 |
Goodwill by segment | ||
Goodwill | $ 1,451,654 | $ 1,402,761 |
Crude oil logistics | ||
Goodwill by segment | ||
Goodwill | 579,846 | 579,846 |
Water solutions | ||
Goodwill by segment | ||
Goodwill | 447,626 | 401,656 |
Liquids | ||
Goodwill by segment | ||
Goodwill | 234,520 | 234,803 |
Retail propane | ||
Goodwill by segment | ||
Goodwill | 123,493 | 122,382 |
Refined products and renewables | ||
Goodwill by segment | ||
Goodwill | $ 66,169 | $ 64,074 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | |
Amortizable | ||
Gross Carrying Amount | $ 1,167,355 | $ 1,176,240 |
Accumulated Amortization | 248,497 | 220,517 |
Non-Amortizable | ||
Total non-amortizable | 332,620 | 332,620 |
Gross carrying amount of intangible assets | 1,499,975 | 1,508,860 |
Trade names | ||
Non-Amortizable | ||
Total non-amortizable | $ 22,620 | 22,620 |
Weighted average | ||
Amortizable | ||
Useful Lives | 12 years | |
Customer relationships | ||
Amortizable | ||
Gross Carrying Amount | $ 912,418 | 921,418 |
Accumulated Amortization | $ 179,743 | 159,215 |
Customer relationships | Minimum | ||
Amortizable | ||
Useful Lives | 3 years | |
Customer relationships | Maximum | ||
Amortizable | ||
Useful Lives | 20 years | |
Pipeline capacity rights | ||
Amortizable | ||
Gross Carrying Amount | $ 119,636 | 119,636 |
Accumulated Amortization | $ 3,568 | 2,571 |
Useful Lives | 30 years | |
Water facility development agreement | ||
Amortizable | ||
Gross Carrying Amount | $ 14,000 | 14,000 |
Accumulated Amortization | $ 5,600 | 4,900 |
Useful Lives | 5 years | |
Executory contracts and other agreements | ||
Amortizable | ||
Gross Carrying Amount | $ 23,920 | 23,920 |
Accumulated Amortization | $ 19,063 | 18,387 |
Executory contracts and other agreements | Minimum | ||
Amortizable | ||
Useful Lives | 2 years | |
Executory contracts and other agreements | Maximum | ||
Amortizable | ||
Useful Lives | 10 years | |
Non-compete agreements | ||
Amortizable | ||
Gross Carrying Amount | $ 26,771 | 26,662 |
Accumulated Amortization | $ 11,629 | 10,408 |
Non-compete agreements | Minimum | ||
Amortizable | ||
Useful Lives | 2 years | |
Non-compete agreements | Maximum | ||
Amortizable | ||
Useful Lives | 10 years | |
Customer commitments | ||
Non-Amortizable | ||
Total non-amortizable | $ 310,000 | 310,000 |
Trade names | ||
Amortizable | ||
Gross Carrying Amount | 15,439 | 15,439 |
Accumulated Amortization | $ 9,184 | 7,569 |
Trade names | Minimum | ||
Amortizable | ||
Useful Lives | 2 years | |
Trade names | Maximum | ||
Amortizable | ||
Useful Lives | 12 years | |
Debt issuance costs | ||
Amortizable | ||
Gross Carrying Amount | $ 55,171 | 55,165 |
Accumulated Amortization | $ 19,710 | $ 17,467 |
Debt issuance costs | Minimum | ||
Amortizable | ||
Useful Lives | 5 years | |
Debt issuance costs | Maximum | ||
Amortizable | ||
Useful Lives | 10 years |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Amortization related to intangible assets | ||
Amortization expense | $ 28,020 | $ 24,942 |
Future amortization expense of intangible assets | ||
2016 (nine months) | 82,671 | |
2,017 | 104,093 | |
2,018 | 100,114 | |
2,019 | 90,904 | |
2,020 | 84,246 | |
Thereafter | 456,830 | |
Total | 918,858 | |
Depreciation and amortization | ||
Amortization related to intangible assets | ||
Amortization expense | 24,037 | 20,893 |
Cost of sales | ||
Amortization related to intangible assets | ||
Amortization expense | 1,701 | 2,137 |
Interest expense | ||
Amortization related to intangible assets | ||
Amortization expense | $ 2,282 | $ 1,912 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | Jul. 09, 2014USD ($) | Oct. 16, 2013USD ($) | May. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Jun. 19, 2012USD ($) |
Long-Term Debt | ||||||||
Total debt | $ 2,972,002 | $ 2,749,771 | ||||||
Less - current maturities | 3,933 | 4,472 | ||||||
Long-term debt | 2,968,069 | 2,745,299 | ||||||
Summary of assets and liabilities | ||||||||
Cash and cash equivalents | 43,506 | 41,303 | $ 39,679 | $ 10,440 | ||||
Accounts receivable-trade | 905,196 | 1,024,226 | ||||||
Accounts receivable - affiliates | 18,740 | 17,198 | ||||||
Inventories | 489,064 | 441,762 | ||||||
Prepaid expenses and other current assets | 130,889 | 120,855 | ||||||
Property, plant and equipment, net | 1,743,584 | 1,617,389 | ||||||
Goodwill | 1,451,654 | 1,402,761 | ||||||
Intangible assets, net | 1,251,478 | 1,288,343 | ||||||
Investments in unconsolidated entities | 474,221 | 472,673 | ||||||
Other noncurrent assets | 110,544 | 112,837 | ||||||
Accounts payable - trade | (755,062) | (833,380) | ||||||
Accounts payable - affiliates | (25,592) | (25,794) | ||||||
Accrued expenses and other payables | (237,407) | (195,116) | ||||||
Advance payments received from customers | (66,706) | (54,234) | ||||||
Long-term debt | (2,968,069) | (2,745,299) | ||||||
Other noncurrent liabilities | (17,082) | (16,086) | ||||||
BOSTCO | ||||||||
Summary of assets and liabilities | ||||||||
Investments in unconsolidated entities | 239,299 | 238,146 | ||||||
TLP | ||||||||
Long-Term Debt | ||||||||
Long-term debt | 257,000 | 250,000 | ||||||
Summary of assets and liabilities | ||||||||
Cash and cash equivalents | 5,046 | |||||||
Accounts receivable-trade | 7,402 | |||||||
Accounts receivable - affiliates | 557 | |||||||
Inventories | 1,404 | |||||||
Prepaid expenses and other current assets | 975 | |||||||
Property, plant and equipment, net | 478,450 | |||||||
Goodwill | 30,169 | |||||||
Intangible assets, net | 61,600 | |||||||
Investments in unconsolidated entities | 256,585 | |||||||
Other noncurrent assets | 2,546 | |||||||
Accounts payable - trade | (5,290) | |||||||
Accounts payable - affiliates | (118) | |||||||
Net intercompany payable | (2,258) | |||||||
Accrued expenses and other payables | (6,151) | |||||||
Advance payments received from customers | (152) | |||||||
Long-term debt | (257,000) | (250,000) | ||||||
Other noncurrent liabilities | (3,301) | |||||||
NET ASSETS | 570,464 | |||||||
TLP | Letters of credit | ||||||||
Long-Term Debt | ||||||||
Outstanding letters of credit | 0 | |||||||
TLP | Credit Facility | ||||||||
Long-Term Debt | ||||||||
Total debt | 257,000 | |||||||
Maximum borrowing capacity | 400,000 | |||||||
Outstanding cash borrowings | $ 257,000 | |||||||
Weighted average interest rate | 2.88% | |||||||
Consolidated EBITDA | 4.75 | |||||||
TLP | Credit Facility | Minimum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 1.00% | |||||||
Commitments fees charged on unused capacity (as a percent) | 0.375% | |||||||
Interest coverage ratio | 3 | |||||||
TLP | Credit Facility | Maximum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 2.00% | |||||||
Commitments fees charged on unused capacity (as a percent) | 0.50% | |||||||
Leverage ratio | 4.75 | |||||||
Leverage ratio, in the event of issuance of senior unsecured notes | 3.75 | |||||||
TLP | Credit Facility | BOSTCO | Maximum | ||||||||
Long-Term Debt | ||||||||
Permitted JV investments | $ 125,000 | |||||||
TLP | Credit Facility | Alternate base rate | Minimum | ||||||||
Long-Term Debt | ||||||||
Acquisitions that can be made as percentage of consolidated net tangible assets and permitted JV investments | 5.00% | |||||||
Revolving Credit Facility | ||||||||
Long-Term Debt | ||||||||
Maximum borrowing capacity | $ 2,296,000 | |||||||
Actual leverage ratio | 3.3 | |||||||
Actual interest coverage ratio | 5.9 | |||||||
Interest rate (as a percent) | 2.19% | |||||||
Revolving Credit Facility | Minimum | ||||||||
Long-Term Debt | ||||||||
Commitments fees charged on unused capacity (as a percent) | 0.38% | |||||||
Interest coverage ratio | 2.75 | |||||||
Revolving Credit Facility | Maximum | ||||||||
Long-Term Debt | ||||||||
Commitments fees charged on unused capacity (as a percent) | 0.50% | |||||||
Leverage ratio | 4.25 | |||||||
Revolving Credit Facility | Alternate base rate | ||||||||
Long-Term Debt | ||||||||
Variable interest rate base | base rate | |||||||
Revolving Credit Facility | Alternate base rate | Minimum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 0.50% | |||||||
Revolving Credit Facility | Alternate base rate | Maximum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 1.50% | |||||||
Revolving Credit Facility | LIBOR option | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 2.00% | |||||||
Reference rate (as a percent) | 0.19% | |||||||
Revolving Credit Facility | LIBOR option | Minimum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 1.50% | |||||||
Revolving Credit Facility | LIBOR option | Maximum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 2.50% | |||||||
Revolving Credit Facility | Expansion Capital Facility | ||||||||
Long-Term Debt | ||||||||
Total debt | $ 890,000 | 702,500 | ||||||
Maximum borrowing capacity | 983,000 | |||||||
Outstanding cash borrowings | 890,000 | |||||||
Revolving Credit Facility | Working Capital Facility | ||||||||
Long-Term Debt | ||||||||
Total debt | 716,500 | 688,000 | ||||||
Maximum borrowing capacity | 1,313,000 | |||||||
Borrowing capacity reallocable to Expansion Capital Facility | 400,000 | |||||||
Borrowing capacity reallocated to Expansion Capital Facility | $ 125,000 | |||||||
Outstanding cash borrowings | 716,500 | |||||||
Outstanding letters of credit | $ 129,900 | |||||||
Revolving Credit Facility | Letters of credit | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate (as a percent) | 2.25% | |||||||
5.125% Senior Notes due 2019 | ||||||||
Long-Term Debt | ||||||||
Total debt | $ 400,000 | 400,000 | ||||||
Fixed interest rate (as a percent) | 5.125% | 5.125% | ||||||
Debt issued | $ 400,000 | |||||||
Net proceeds after underwriting fees and estimated offering costs | 393,500 | |||||||
Initial purchase discount | 6,000 | |||||||
Estimated offering costs | $ 500 | |||||||
6.875% Notes due 2021 | ||||||||
Long-Term Debt | ||||||||
Total debt | $ 450,000 | 450,000 | ||||||
Fixed interest rate (as a percent) | 6.875% | 6.875% | ||||||
Debt issued | $ 450,000 | |||||||
Net proceeds after underwriting fees and estimated offering costs | 438,400 | |||||||
Initial purchase discount | 10,100 | |||||||
Estimated offering costs | $ 1,500 | |||||||
Senior Notes | ||||||||
Long-Term Debt | ||||||||
Total debt | $ 250,000 | 250,000 | ||||||
Fixed interest rate (as a percent) | 6.65% | |||||||
Debt issued | $ 250,000 | |||||||
Repayments in semi-annual installments | $ 25,000 | |||||||
Senior Notes | Minimum | ||||||||
Long-Term Debt | ||||||||
Debt covenant terms, default trigger amount | $ 10,000 | |||||||
Percentage of aggregate principal amount held by trustee or holders to declare notes due and payable | 51.00% | |||||||
Other long-term debt | ||||||||
Long-Term Debt | ||||||||
Total debt | $ 8,502 | $ 9,271 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) $ in Thousands | Jun. 30, 2015USD ($) |
Maturities | |
2016 (nine months) | $ 3,908 |
2,017 | 2,729 |
2,018 | 26,014 |
2,019 | 1,913,979 |
2,020 | 450,249 |
Thereafter | 575,123 |
Total long-term debt | 2,972,002 |
TLP | Credit Facility | |
Maturities | |
2,019 | 257,000 |
Total long-term debt | 257,000 |
Revolving Credit Facility | |
Maturities | |
2,019 | 1,606,500 |
Total long-term debt | 1,606,500 |
5.125% Senior Notes due 2019 | |
Maturities | |
2,020 | 400,000 |
Total long-term debt | 400,000 |
6.875% Notes due 2021 | |
Maturities | |
Thereafter | 450,000 |
Total long-term debt | 450,000 |
6.650% Notes due 2022 | |
Maturities | |
2,018 | 25,000 |
2,019 | 50,000 |
2,020 | 50,000 |
Thereafter | 125,000 |
Total long-term debt | 250,000 |
Other long-term debt | |
Maturities | |
2016 (nine months) | 3,908 |
2,017 | 2,729 |
2,018 | 1,014 |
2,019 | 479 |
2,020 | 249 |
Thereafter | 123 |
Total long-term debt | $ 8,502 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Jun. 30, 2015 | |
Income Taxes | |
Minimum percentage of qualifying income of non-taxable subsidiaries | 90.00% |
Commitments and Contingencies62
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2015USD ($) |
Asset Retirement Obligation [Abstract] | |
Asset Retirement Obligation | $ 4.6 |
Commitments and Contingencies63
Commitments and Contingencies (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Future minimum lease payments | ||
2016 (nine months) | $ 98,704 | |
2,017 | 104,877 | |
2,018 | 89,227 | |
2,019 | 64,815 | |
2,020 | 54,971 | |
Thereafter | 117,568 | |
Total | 530,162 | |
Rental expense | $ 33,800 | $ 25,300 |
Commitments and Contingencies64
Commitments and Contingencies (Details 3) - Pipeline Capacity Agreements $ in Thousands | Jun. 30, 2015USD ($) |
Pipeline Capacity Agreements | |
2016 (nine months) | $ 92,499 |
2,017 | 81,935 |
2,018 | 82,016 |
2,019 | 81,222 |
2,020 | 53,511 |
Thereafter | 90,972 |
Total | $ 482,155 |
Commitments and Contingencies65
Commitments and Contingencies (Details 4) - Jun. 30, 2015 gal in Thousands, bbl in Thousands, $ in Thousands | USD ($)galbbl |
Prepaid expenses and other current assets | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Net asset (liability) | $ 39,500 |
Accrued expenses and other payables | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Net asset (liability) | $ 26,700 |
Natural gas liquids | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Fixed-price purchase commitments (in gallons) | gal | 66,117 |
Index-price purchase commitments (in gallons/barrels) | gal | 662,883 |
Fixed-price sale commitments (in gallons/barrels) | gal | 170,769 |
Index-price sale commitments (in gallons/barrels) | gal | 261,661 |
Fixed-price purchase commitments | $ 42,163 |
Index-price purchase commitments | 324,051 |
Fixed-price sale commitments | 120,156 |
Index-price sale commitments | $ 241,470 |
Crude oil | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Index-price purchase commitments (in gallons/barrels) | bbl | 11,836 |
Fixed-price sale commitments (in gallons/barrels) | bbl | 2,700 |
Index-price sale commitments (in gallons/barrels) | bbl | 9,544 |
Index-price purchase commitments | $ 608,579 |
Fixed-price sale commitments | 162,848 |
Index-price sale commitments | $ 546,758 |
Equity (Details)
Equity (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2015itemshares | Mar. 31, 2015 | |
Partnership equity | ||
General partner interest (as a percent) | 0.10% | 0.10% |
Limited partner interest (as a percent) | 99.90% | 99.90% |
Number of Common Units that Subordinated Units are Converted into | 1 | |
Common Units | Water Solutions Facility | ||
Partnership equity | ||
Common units issued | shares | 386,383 |
Equity (Details 2)
Equity (Details 2) - USD ($) $ / shares in Units, $ in Millions | Aug. 01, 2015 | Jul. 31, 2015 | Jun. 30, 2015 |
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | $ 0.337500 | ||
Total distributions | $ 73.1 | ||
Distribution received from TLP | $ 4 | ||
TLP | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | $ 0.40 | ||
Distribution declared per unit (in dollars per unit) | 0.665 | ||
Amount per unit (in dollars per unit) | $ 0.6650 | $ 0.665 | |
Amount Paid to Limited Partner | $ 8.6 | ||
Subsequent event | |||
Distributions | |||
Distribution declared per unit (in dollars per unit) | $ 0.6325 | ||
Distribution received from TLP | $ 4 | ||
Amount of distribution declared | $ 81.7 | ||
Subsequent event | TLP | |||
Distributions | |||
Distribution declared per unit (in dollars per unit) | $ 0.6650 | ||
Amount Paid to Limited Partner | $ 8.6 | ||
First target distribution | Minimum | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | $ 0.337500 | ||
First target distribution | Minimum | TLP | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.40 | ||
First target distribution | Maximum | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.388125 | ||
First target distribution | Maximum | TLP | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.44 | ||
Second target distribution | Minimum | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.388125 | ||
Second target distribution | Minimum | TLP | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.44 | ||
Second target distribution | Maximum | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.421875 | ||
Second target distribution | Maximum | TLP | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.50 | ||
Third target distribution | Minimum | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.421875 | ||
Third target distribution | Minimum | TLP | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.50 | ||
Third target distribution | Maximum | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.506250 | ||
Third target distribution | Maximum | TLP | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.60 | ||
Thereafter | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | 0.506250 | ||
Thereafter | TLP | |||
Distributions | |||
Total Quarterly Distribution per Unit (in dollars per unit) | $ 0.60 | ||
Limited Partner | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 99.90% | ||
Limited Partner | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 98.00% | ||
Limited Partner | Common Units | |||
Distributions | |||
Total distributions (in dollars per unit) | $ 0.6250 | ||
Limited Partner | First target distribution | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 99.90% | ||
Limited Partner | First target distribution | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 98.00% | ||
Limited Partner | Second target distribution | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 86.90% | ||
Limited Partner | Second target distribution | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 85.00% | ||
Limited Partner | Third target distribution | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 76.90% | ||
Limited Partner | Third target distribution | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 75.00% | ||
Limited Partner | Thereafter | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 51.90% | ||
Limited Partner | Thereafter | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 50.00% | ||
General Partner | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 0.10% | ||
Incentive distribution to general partner | $ 13.4 | ||
General Partner | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 2.00% | ||
General Partner | First target distribution | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 0.10% | ||
General Partner | First target distribution | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 2.00% | ||
General Partner | Second target distribution | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 13.10% | ||
General Partner | Second target distribution | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 15.00% | ||
General Partner | Third target distribution | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 23.10% | ||
General Partner | Third target distribution | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 25.00% | ||
General Partner | Thereafter | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 48.10% | ||
General Partner | Thereafter | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 50.00% |
Equity (Details 3)
Equity (Details 3) - 3 months ended Jun. 30, 2015 - USD ($) $ in Millions | Total |
Restricted units | |
Equity-Based Incentive Compensation | |
Distributions on restricted units during the vesting period | $ 0 |
Service awards | |
Award activity | |
Unvested restricted units at the beginning of the period (in units) | 2,260,400 |
Units granted (in units) | 308,823 |
Unvested restricted units at the end of the period (in units) | 2,569,223 |
Equity (Details 4)
Equity (Details 4) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2015 | Aug. 31, 2015 | Apr. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Other disclosures | ||||||
Maximum number of units that may be issued as a percentage of outstanding common units | 10.00% | |||||
Incremental amount that the maximum units deliverable may automatically increase under the plan, expressed as a percentage of issued and outstanding common units | 10.00% | |||||
Number of units available for issuance under the Long-Term Incentive Plan | 4,800,000 | |||||
Common Units | ||||||
Other disclosures | ||||||
Units granted (in units) | 463,239 | |||||
Service awards | ||||||
Equity-Based Incentive Compensation | ||||||
Units vested and issued (in units) | 798,441 | |||||
Number of common units withhold for employee taxes | 252,307 | |||||
Value of units withheld for employees taxes | $ 7,600 | |||||
Restricted Units, Units Issued Net of Units for Tax Withholdings | 546,134 | |||||
Restricted Units, Value, Units Issued Net of Tax Withholdings | $ 16,500 | |||||
Unvested restricted units at the end of the period (in units) | 2,569,223 | |||||
Number of awards vested | 2,569,223 | |||||
Estimate of forfeiture of unvested awards | 173,000 | |||||
Closing price (in dollars per unit) | $ 30.33 | |||||
Estimated stock-based compensation expense | ||||||
2016 (nine months) | $ 18,373 | |||||
2,017 | 21,211 | |||||
2,018 | 6,853 | |||||
2,019 | 1,399 | |||||
2,020 | 189 | |||||
Total | 48,025 | |||||
Rollforward of the liability related to equity-based compensation | ||||||
Balance at the beginning of the period | 24,657 | $ 6,154 | 6,154 | |||
Expense recorded | 18,503 | $ 7,900 | ||||
Balance at the end of the period | $ 24,657 | |||||
Other disclosures | ||||||
Weighted-average grant date fair value of the awards (in dollars per unit) | $ 27.40 | $ 27.40 | ||||
Units granted (in units) | 308,823 | |||||
Service awards | 2016 | ||||||
Equity-Based Incentive Compensation | ||||||
Number of awards vested | 847,441 | |||||
Service awards | 2017 | ||||||
Equity-Based Incentive Compensation | ||||||
Number of awards vested | 846,141 | |||||
Service awards | 2018 | ||||||
Equity-Based Incentive Compensation | ||||||
Number of awards vested | 772,141 | |||||
Service awards | 2019 | ||||||
Equity-Based Incentive Compensation | ||||||
Number of awards vested | 103,500 | |||||
Performance awards | ||||||
Estimated stock-based compensation expense | ||||||
2016 (nine months) | $ 8,902 | |||||
2,017 | 5,131 | |||||
2,018 | 747 | |||||
Total | 14,780 | |||||
Rollforward of the liability related to equity-based compensation | ||||||
Balance at the beginning of the period | $ 17,791 | |||||
Expense recorded | 17,791 | |||||
Balance at the end of the period | $ 17,791 | |||||
Performance awards | Less than 50% | ||||||
Other disclosures | ||||||
Percentage of entities outperformed, upper limit | 50.00% | |||||
Performance awards | 50%-75% | ||||||
Other disclosures | ||||||
Percentage of entities outperformed, lower limit | 50.00% | |||||
Percentage of entities outperformed, upper limit | 75.00% | |||||
Performance awards | 50%-75% | Minimum | ||||||
Other disclosures | ||||||
Percentage of awards to vest | 25.00% | |||||
Performance awards | 50%-75% | Maximum | ||||||
Other disclosures | ||||||
Percentage of awards to vest | 50.00% | |||||
Performance awards | 75%-90% | ||||||
Other disclosures | ||||||
Percentage of entities outperformed, lower limit | 75.00% | |||||
Percentage of entities outperformed, upper limit | 90.00% | |||||
Performance awards | 75%-90% | Minimum | ||||||
Other disclosures | ||||||
Percentage of awards to vest | 50.00% | |||||
Performance awards | 75%-90% | Maximum | ||||||
Other disclosures | ||||||
Percentage of awards to vest | 100.00% | |||||
Performance awards | Greater than 90% | ||||||
Other disclosures | ||||||
Percentage of entities outperformed, lower limit | 90.00% | |||||
Percentage of awards to vest | 100.00% | |||||
Performance awards | July 1, 2015 to July 1, 2017 | ||||||
Rollforward of the liability related to equity-based compensation | ||||||
Expense recorded | $ 17,791 | |||||
Other disclosures | ||||||
Percentage of awards to vest | 76.00% | |||||
Fair value of unvested awards | $ 33,182 | |||||
Performance awards | July 1, 2015 | ||||||
Equity-Based Incentive Compensation | ||||||
Number of common units withhold for employee taxes | 205,045 | |||||
Rollforward of the liability related to equity-based compensation | ||||||
Expense recorded | $ 15,469 | |||||
Other disclosures | ||||||
Number of awards vested | 518,426 | |||||
Return on common units exceeded the return | 83.00% | |||||
Value of common units withhold for employee taxes | $ 6,200 | |||||
Units issued during period (in units) | 313,381 | |||||
Units issued during period | $ 9,400 | |||||
Fair value of unvested awards | 15,708 | |||||
Performance awards | July 1, 2016 | ||||||
Rollforward of the liability related to equity-based compensation | ||||||
Expense recorded | 1,720 | |||||
Other disclosures | ||||||
Fair value of unvested awards | 10,543 | |||||
Performance awards | July 1, 2017 | ||||||
Rollforward of the liability related to equity-based compensation | ||||||
Expense recorded | 602 | |||||
Other disclosures | ||||||
Fair value of unvested awards | $ 6,931 | |||||
Performance awards | April 2015 | July 1, 2015 to July 1, 2017 | ||||||
Other disclosures | ||||||
Number of awards vested | 2,035,146 | |||||
Performance awards | April 2015 | July 1, 2015 | ||||||
Other disclosures | ||||||
Number of awards vested | 682,382 | |||||
Performance awards | April 2015 | July 1, 2016 | ||||||
Other disclosures | ||||||
Number of awards vested | 680,382 | |||||
Performance awards | April 2015 | July 1, 2017 | ||||||
Other disclosures | ||||||
Number of awards vested | 672,382 |
Fair Value of Financial Instr70
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net asset | $ 39,500 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net asset | 26,700 | |
Commodity contracts | ||
Derivative assets (liabilities) | ||
Net asset | 12,778 | $ 32,328 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net asset | 40,099 | 60,278 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net asset | (27,321) | (27,950) |
Recurring | Commodity contracts | ||
Assets: | ||
Derivative Assets | 42,890 | 118,742 |
Netting of counterparty contracts, assets | (2,791) | (1,804) |
Cash collateral provided (held), assets | (56,660) | |
Liabilities: | ||
Derivative Liabilities | 38,655 | 32,733 |
Netting of counterparty contracts, liabilities | 2,791 | 1,804 |
Derivative, Collateral, Right to Reclaim Cash | 8,543 | 2,979 |
Commodity derivatives reported on consolidated balance sheet, assets | 40,099 | 60,278 |
Commodity derivatives reported on consolidated balance sheet, liabilities | 27,321 | 27,950 |
Recurring | Level 1 | Commodity contracts | ||
Assets: | ||
Derivative Assets | 2,879 | 83,779 |
Liabilities: | ||
Derivative Liabilities | 9,070 | 3,969 |
Recurring | Level 2 | Commodity contracts | ||
Assets: | ||
Derivative Assets | 40,011 | 34,963 |
Liabilities: | ||
Derivative Liabilities | $ 29,585 | $ 28,764 |
Fair Value of Financial Instr71
Fair Value of Financial Instruments (Details 2) item in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2015USD ($)item | Jun. 30, 2014USD ($) | Mar. 31, 2015USD ($)item | |
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | $ 4,235 | $ 86,009 | |
Net cash collateral (held) provided | 8,543 | (53,681) | |
Net commodity derivatives in condensed consolidated balance sheet | 12,778 | 32,328 | |
Cross-commodity | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | (1,320) | (105) | |
Crude oil fixed-price | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | 102 | (171) | |
Crude oil index-price | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | 624 | 1,835 | |
Propane fixed-price | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | (3,973) | (2,842) | |
Refined products fixed-price | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | 5,391 | 84,996 | |
Other. | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | 3,411 | $ 2,296 | |
Commodity contracts | |||
Derivative contract information | |||
Net gains (losses) on derivatives | $ (41,243) | $ (17,485) | |
Long | Cross-commodity | |||
Derivative contract information | |||
Total Notional Units (Barrels) | item | 99 | 98 | |
Long | Crude oil index-price | |||
Derivative contract information | |||
Total Notional Units (Barrels) | item | 198 | 751 | |
Long | Propane fixed-price | |||
Derivative contract information | |||
Total Notional Units (Barrels) | item | 485 | 193 | |
Short | Crude oil fixed-price | |||
Derivative contract information | |||
Total Notional Units (Barrels) | item | 1,209 | 1,113 | |
Short | Refined products fixed-price | |||
Derivative contract information | |||
Total Notional Units (Barrels) | item | 2,667 | 3,005 |
Fair Value of Financial Instr72
Fair Value of Financial Instruments (Details 3) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
TLP | Credit Facility | |
Interest Rate Risk | |
Outstanding debt | $ 257 |
Revolving Credit Facility | |
Interest Rate Risk | |
Interest rate (as a percent) | 2.19% |
Interest Rate Risk | TLP | Credit Facility | |
Interest Rate Risk | |
Outstanding debt | $ 257 |
Interest rate (as a percent) | 2.93% |
Change in interest rate that would result in an increase or decrease of annual interest expense (as a percent) | 0.125% |
Increase or decrease in annual interest expense | $ 0.3 |
Interest Rate Risk | Revolving Credit Facility | |
Interest Rate Risk | |
Outstanding debt | $ 1,600 |
Interest rate (as a percent) | 2.20% |
Change in interest rate that would result in an increase or decrease of annual interest expense (as a percent) | 0.125% |
Increase or decrease in annual interest expense | $ 2 |
Fair Value of Financial Instr73
Fair Value of Financial Instruments (Details 4) $ in Thousands | Jun. 30, 2015USD ($) |
5.125% Senior Notes due 2019 | |
Fair Value of Fixed - Rate Notes | |
Fair value of Fixed - Rate Notes | $ 396,000 |
6.875% Notes due 2021 | |
Fair Value of Fixed - Rate Notes | |
Fair value of Fixed - Rate Notes | 467,438 |
6.650% Notes due 2022 | |
Fair Value of Fixed - Rate Notes | |
Fair value of Fixed - Rate Notes | $ 270,794 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2015USD ($)item | Jun. 30, 2014USD ($) | Mar. 31, 2015USD ($) | |
Segment information | |||
Revenue | $ 3,538,469 | $ 3,648,614 | |
Depreciation and amortization | 59,831 | 39,375 | |
Operating income (loss) | (14,729) | (20,555) | |
Additions to property, plant and equipment | 164,065 | 54,867 | |
Total assets | 6,642,651 | $ 6,547,501 | |
Long-lived assets, net | 4,446,716 | 4,308,493 | |
Crude oil logistics | |||
Segment information | |||
Depreciation and amortization | 10,002 | 9,731 | |
Operating income (loss) | 11,960 | 1,463 | |
Additions to property, plant and equipment | 62,639 | 41,949 | |
Total assets | 2,269,187 | 2,337,188 | |
Long-lived assets, net | 1,379,921 | 1,327,538 | |
Water solutions | |||
Segment information | |||
Depreciation and amortization | 20,846 | 17,092 | |
Operating income (loss) | (3,072) | (907) | |
Additions to property, plant and equipment | 60,489 | 7,462 | |
Total assets | 1,298,697 | 1,185,929 | |
Long-lived assets, net | 1,204,133 | 1,119,794 | |
Liquids | |||
Segment information | |||
Depreciation and amortization | 5,004 | 3,201 | |
Operating income (loss) | (471) | (913) | |
Additions to property, plant and equipment | 17,178 | 1,159 | |
Total assets | 737,114 | 713,547 | |
Long-lived assets, net | $ 546,204 | 534,560 | |
Retail propane | |||
Segment information | |||
Number of operating divisions | item | 2 | ||
Depreciation and amortization | $ 8,706 | 7,571 | |
Operating income (loss) | (700) | (1,586) | |
Additions to property, plant and equipment | 6,895 | 2,844 | |
Total assets | 528,934 | 542,476 | |
Long-lived assets, net | 468,007 | 467,652 | |
Refined products and renewables | |||
Segment information | |||
Depreciation and amortization | 14,175 | 844 | |
Operating income (loss) | 33,020 | (1,255) | |
Additions to property, plant and equipment | 15,695 | ||
Total assets | 1,671,503 | 1,668,836 | |
Long-lived assets, net | 800,457 | 808,757 | |
Corporate and other | |||
Segment information | |||
Depreciation and amortization | 1,098 | 936 | |
Operating income (loss) | (55,466) | (17,357) | |
Additions to property, plant and equipment | 1,169 | 1,453 | |
Total assets | 137,216 | 99,525 | |
Long-lived assets, net | 47,994 | $ 50,192 | |
Operating segment | Crude oil logistics | Crude oil | |||
Segment information | |||
Revenue | 1,312,783 | 1,929,055 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||
Segment information | |||
Revenue | 18,949 | 10,003 | |
Operating segment | Water solutions | Water transportation | |||
Segment information | |||
Revenue | 5,598 | ||
Operating segment | Water solutions | Service fees | |||
Segment information | |||
Revenue | 36,738 | 17,701 | |
Operating segment | Water solutions | Recovered hydrocarbons | |||
Segment information | |||
Revenue | 15,818 | 24,015 | |
Operating segment | Water solutions | Other revenues | |||
Segment information | |||
Revenue | 1,737 | ||
Operating segment | Liquids | Propane sales | |||
Segment information | |||
Revenue | 105,162 | 222,446 | |
Operating segment | Liquids | Other product sales | |||
Segment information | |||
Revenue | 147,589 | 288,359 | |
Operating segment | Liquids | Other revenues | |||
Segment information | |||
Revenue | 9,750 | 5,716 | |
Operating segment | Retail propane | Propane sales | |||
Segment information | |||
Revenue | 43,185 | 52,026 | |
Operating segment | Retail propane | Distillate sales | |||
Segment information | |||
Revenue | 12,947 | 18,695 | |
Operating segment | Retail propane | Other revenues | |||
Segment information | |||
Revenue | 8,315 | 7,181 | |
Operating segment | Refined products and renewables | Service fees | |||
Segment information | |||
Revenue | 28,073 | ||
Operating segment | Refined products and renewables | Refined products sales | |||
Segment information | |||
Revenue | 1,708,949 | 986,223 | |
Operating segment | Refined products and renewables | Renewables sales | |||
Segment information | |||
Revenue | 106,153 | 131,274 | |
Operating segment | Corporate and other | |||
Segment information | |||
Revenue | 1,461 | ||
Elimination of intersegment sales | |||
Segment information | |||
Revenue | $ (17,679) | $ (51,139) |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - Entity [Domain] - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | |
Transactions with Affiliates | |||
Accounts receivable from affiliates | $ 18,740 | $ 17,198 | |
Accounts payable to affiliates | 25,592 | 25,794 | |
SemGroup | |||
Transactions with Affiliates | |||
Sales to related party | 37,438 | $ 25,982 | |
Purchase from related party | 38,825 | 39,120 | |
Accounts receivable from affiliates | 17,975 | 13,443 | |
Accounts payable to affiliates | 17,391 | 11,546 | |
Equity method investees | |||
Transactions with Affiliates | |||
Sales to related party | 1,390 | ||
Purchase from related party | 30,948 | 36,276 | |
Accounts receivable from affiliates | 713 | 652 | |
Accounts payable to affiliates | 4,649 | 6,788 | |
Loan receivable | 23,800 | ||
Entities affiliated with management | |||
Transactions with Affiliates | |||
Increase in property, plant and equipment | 7,000 | ||
Sales to related party | 107 | 148 | |
Purchase from related party | 7,180 | $ 3,139 | |
Accounts receivable from affiliates | 52 | 3,103 | |
Accounts payable to affiliates | $ 3,552 | $ 7,460 |
Subsequent Events (Details)
Subsequent Events (Details) - Aug. 10, 2015 - Subsequent event - Water Solutions Facility $ in Millions | USD ($)item |
Subsequent events | |
Number of water treatment disposal facilities acquired | 1 |
Cash paid | $ | $ 10.3 |
Condensed Consolidating Guara77
Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 43,506 | $ 41,303 | $ 39,679 | $ 10,440 |
Accounts receivable - trade, net of allowance for doubtful accounts | 905,196 | 1,024,226 | ||
Accounts receivable - affiliates | 18,740 | 17,198 | ||
Inventories | 489,064 | 441,762 | ||
Prepaid expenses and other current assets | 130,889 | 120,855 | ||
Total current assets | 1,587,395 | 1,645,344 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,743,584 | 1,617,389 | ||
GOODWILL | 1,451,654 | 1,402,761 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,251,478 | 1,288,343 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 474,221 | 472,673 | ||
LOAN RECEIVABLE-AFFILIATE | 23,775 | 8,154 | ||
OTHER NONCURRENT ASSETS | 110,544 | 112,837 | ||
Total assets | 6,642,651 | 6,547,501 | ||
CURRENT LIABILITIES: | ||||
Accounts payable - trade | 755,062 | 833,380 | ||
Accounts payable - affiliates | 25,592 | 25,794 | ||
Accrued expenses and other payables | 237,407 | 195,116 | ||
Advance payments received from customers | 66,706 | 54,234 | ||
Current maturities of long-term debt | 3,933 | 4,472 | ||
Total current liabilities | 1,088,700 | 1,112,996 | ||
LONG-TERM DEBT, net of current maturities | 2,968,069 | 2,745,299 | ||
OTHER NONCURRENT LIABILITIES | 17,082 | 16,086 | ||
EQUITY : | ||||
Partners' equity | 2,021,755 | 2,125,903 | ||
Accumulated other comprehensive loss | (117) | (109) | ||
Noncontrolling interests | 547,162 | 547,326 | ||
Total equity | 2,568,800 | 2,673,120 | ||
Total liabilities and equity | 6,642,651 | 6,547,501 | ||
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 22,693 | 29,115 | 31,399 | 1,181 |
Accounts receivable - affiliates | 11 | 5 | ||
Total current assets | 22,704 | 29,120 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 16,936 | 17,834 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | 1,371,288 | 1,363,792 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 1,727,335 | 1,834,738 | ||
Total assets | 3,138,263 | 3,245,484 | ||
CURRENT LIABILITIES: | ||||
Accounts payable - affiliates | 1 | |||
Accrued expenses and other payables | 16,624 | 19,690 | ||
Total current liabilities | 16,625 | 19,690 | ||
LONG-TERM DEBT, net of current maturities | 1,100,000 | 1,100,000 | ||
EQUITY : | ||||
Partners' equity | 2,021,638 | 2,125,794 | ||
Total equity | 2,021,638 | 2,125,794 | ||
Total liabilities and equity | 3,138,263 | 3,245,484 | ||
Reportable Entity | Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 13,642 | 9,757 | 7,589 | 8,728 |
Accounts receivable - trade, net of allowance for doubtful accounts | 889,449 | 1,007,001 | ||
Accounts receivable - affiliates | 18,172 | 16,610 | ||
Inventories | 487,313 | 440,026 | ||
Prepaid expenses and other current assets | 113,594 | 104,528 | ||
Total current assets | 1,522,170 | 1,577,922 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,204,560 | 1,093,018 | ||
GOODWILL | 1,419,487 | 1,372,690 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,170,731 | 1,195,896 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 217,636 | 217,600 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (1,333,513) | (1,319,724) | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 73,107 | 56,690 | ||
LOAN RECEIVABLE-AFFILIATE | 23,775 | 8,154 | ||
OTHER NONCURRENT ASSETS | 107,651 | 110,120 | ||
Total assets | 4,405,604 | 4,312,366 | ||
CURRENT LIABILITIES: | ||||
Accounts payable - trade | 744,886 | 820,441 | ||
Accounts payable - affiliates | 25,473 | 25,690 | ||
Accrued expenses and other payables | 213,484 | 165,819 | ||
Advance payments received from customers | 66,248 | 53,903 | ||
Current maturities of long-term debt | 3,863 | 4,413 | ||
Total current liabilities | 1,053,954 | 1,070,266 | ||
LONG-TERM DEBT, net of current maturities | 1,610,868 | 1,395,100 | ||
OTHER NONCURRENT LIABILITIES | 13,447 | 12,262 | ||
EQUITY : | ||||
Partners' equity | 1,727,335 | 1,834,738 | ||
Total equity | 1,727,335 | 1,834,738 | ||
Total liabilities and equity | 4,405,604 | 4,312,366 | ||
Reportable Entity | Non-Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 7,171 | 2,431 | $ 691 | $ 531 |
Accounts receivable - trade, net of allowance for doubtful accounts | 15,747 | 17,225 | ||
Accounts receivable - affiliates | 557 | 583 | ||
Inventories | 1,751 | 1,736 | ||
Prepaid expenses and other current assets | 17,295 | 16,327 | ||
Total current assets | 42,521 | 38,302 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 539,024 | 524,371 | ||
GOODWILL | 32,167 | 30,071 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 63,811 | 74,613 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 256,585 | 255,073 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (37,775) | (44,068) | ||
OTHER NONCURRENT ASSETS | 2,893 | 2,717 | ||
Total assets | 899,226 | 881,079 | ||
CURRENT LIABILITIES: | ||||
Accounts payable - trade | 10,176 | 12,939 | ||
Accounts payable - affiliates | 118 | 104 | ||
Accrued expenses and other payables | 7,299 | 9,607 | ||
Advance payments received from customers | 458 | 331 | ||
Current maturities of long-term debt | 70 | 59 | ||
Total current liabilities | 18,121 | 23,040 | ||
LONG-TERM DEBT, net of current maturities | 257,201 | 250,199 | ||
OTHER NONCURRENT LIABILITIES | 3,635 | 3,824 | ||
EQUITY : | ||||
Partners' equity | 620,386 | 604,125 | ||
Accumulated other comprehensive loss | (117) | (109) | ||
Total equity | 620,269 | 604,016 | ||
Total liabilities and equity | 899,226 | 881,079 | ||
Consolidating Adjustments | ||||
CURRENT ASSETS: | ||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (1,800,442) | (1,891,428) | ||
Total assets | (1,800,442) | (1,891,428) | ||
EQUITY : | ||||
Partners' equity | (2,347,604) | (2,438,754) | ||
Noncontrolling interests | 547,162 | 547,326 | ||
Total equity | (1,800,442) | (1,891,428) | ||
Total liabilities and equity | $ (1,800,442) | $ (1,891,428) |
Condensed Consolidating Guara78
Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidating Statement of Operations | ||
REVENUES | $ 3,538,469 | $ 3,648,614 |
COST OF SALES | 3,322,551 | 3,534,053 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 107,914 | 67,436 |
General and administrative | 62,481 | 27,873 |
Depreciation and amortization | 59,831 | 39,375 |
Loss (gain) on disposal or impairment of assets, net | 421 | 432 |
Operating Loss | (14,729) | (20,555) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 8,718 | 2,565 |
Interest expense | (30,802) | (20,494) |
Other income (expense), net | (1,175) | (391) |
Loss Before Income Taxes | (37,988) | (38,875) |
INCOME TAX (PROVISION) BENEFIT | (538) | (1,035) |
Net Income (Loss) | (38,526) | (39,910) |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (15,359) | (9,381) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (3,875) | (65) |
NET LOSS ALLOCATED TO LIMITED PARTNERS | (57,760) | (49,356) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OTHER INCOME (EXPENSE): | ||
Interest expense | (17,801) | (12,392) |
Loss Before Income Taxes | (17,801) | (12,392) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | (24,600) | (27,583) |
Net Income (Loss) | (42,401) | (39,975) |
NET LOSS ALLOCATED TO LIMITED PARTNERS | (42,401) | (39,975) |
Reportable Entity | Guarantor Subsidiaries | ||
Condensed Consolidating Statement of Operations | ||
REVENUES | 3,496,881 | 3,627,586 |
COST OF SALES | 3,323,661 | 3,514,946 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 87,624 | 66,061 |
General and administrative | 56,670 | 27,764 |
Depreciation and amortization | 45,539 | 38,546 |
Loss (gain) on disposal or impairment of assets, net | 421 | 558 |
Operating Loss | (17,034) | (20,289) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 2,895 | 2,565 |
Interest expense | (10,993) | (8,102) |
Other income (expense), net | (1,225) | (532) |
Loss Before Income Taxes | (26,357) | (26,358) |
INCOME TAX (PROVISION) BENEFIT | (507) | (958) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 2,264 | (267) |
Net Income (Loss) | (24,600) | (27,583) |
NET LOSS ALLOCATED TO LIMITED PARTNERS | (24,600) | (27,583) |
Reportable Entity | Non-Guarantor Subsidiaries | ||
Condensed Consolidating Statement of Operations | ||
REVENUES | 51,179 | 21,057 |
COST OF SALES | 8,412 | 19,136 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 20,359 | 1,375 |
General and administrative | 5,811 | 109 |
Depreciation and amortization | 14,292 | 829 |
Loss (gain) on disposal or impairment of assets, net | (126) | |
Operating Loss | 2,305 | (266) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 5,823 | |
Interest expense | (2,082) | (11) |
Other income (expense), net | 124 | 152 |
Loss Before Income Taxes | 6,170 | (125) |
INCOME TAX (PROVISION) BENEFIT | (31) | (77) |
Net Income (Loss) | 6,139 | (202) |
NET LOSS ALLOCATED TO LIMITED PARTNERS | 6,139 | (202) |
Consolidating Adjustments | ||
Condensed Consolidating Statement of Operations | ||
REVENUES | (9,591) | (29) |
COST OF SALES | (9,522) | (29) |
OPERATING COSTS AND EXPENSES: | ||
Operating | (69) | |
OTHER INCOME (EXPENSE): | ||
Interest expense | 74 | 11 |
Other income (expense), net | (74) | (11) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 22,336 | 27,850 |
Net Income (Loss) | 22,336 | 27,850 |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (15,359) | (9,381) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (3,875) | (65) |
NET LOSS ALLOCATED TO LIMITED PARTNERS | $ 3,102 | $ 18,404 |
Condensed Consolidating Guara79
Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidating Statement of Comprehensive Income | ||
Net income (loss) | $ (38,526) | $ (39,910) |
Other comprehensive income (loss) | (8) | 185 |
Comprehensive loss | (38,534) | (39,725) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
Condensed Consolidating Statement of Comprehensive Income | ||
Net income (loss) | (42,401) | (39,975) |
Comprehensive loss | (42,401) | (39,975) |
Reportable Entity | Guarantor Subsidiaries | ||
Condensed Consolidating Statement of Comprehensive Income | ||
Net income (loss) | (24,600) | (27,583) |
Other comprehensive income (loss) | 185 | |
Comprehensive loss | (24,600) | (27,398) |
Reportable Entity | Non-Guarantor Subsidiaries | ||
Condensed Consolidating Statement of Comprehensive Income | ||
Net income (loss) | 6,139 | (202) |
Other comprehensive income (loss) | (8) | |
Comprehensive loss | 6,131 | (202) |
Consolidating Adjustments | ||
Condensed Consolidating Statement of Comprehensive Income | ||
Net income (loss) | 22,336 | 27,850 |
Comprehensive loss | $ 22,336 | $ 27,850 |
Condensed Consolidating Guara80
Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Details 4) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | $ 81,829 | $ 9,206 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (122,110) | (48,867) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (63,898) | (15,869) |
Cash flows from commodity derivatives | (21,693) | (9,967) |
Proceeds from sales of assets | 1,931 | 989 |
Investments in unconsolidated entities | (2,149) | (4,094) |
Distributions of capital from unconsolidated entities | 3,156 | |
Loan for facility under construction | (3,913) | |
Payment on loan for facility under construction | 1,600 | |
Loan to affiliate | (15,621) | |
Net cash used in investing activities | (222,697) | (77,808) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 721,200 | 494,500 |
Payments on revolving credit facilities | (498,200) | (681,000) |
Payments on other long-term debt | (1,629) | (2,347) |
Debt issuance costs | (6) | (2,194) |
Contributions from general partner | 11 | 352 |
Contributions from noncontrolling interest owners | 3,947 | |
Distribution to partners | (73,097) | (49,491) |
Distributions to noncontrolling interest owners | (9,057) | (12) |
Proceeds from sale of common units, net of offering costs | 338,033 | |
Other | (98) | |
Net cash provided by financing activities | 143,071 | 97,841 |
Net increase (decrease) in cash and cash equivalents | 2,203 | 29,239 |
Cash and cash equivalents, beginning of period | 41,303 | 10,440 |
Cash and cash equivalents, end of period | 43,506 | 39,679 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | (20,028) | (19,540) |
FINANCING ACTIVITIES: | ||
Debt issuance costs | 54 | (576) |
Contributions from general partner | 11 | 352 |
Distribution to partners | (73,097) | (49,491) |
Proceeds from sale of common units, net of offering costs | 338,033 | |
Net changes in advances with consolidated entities | 86,638 | (238,560) |
Net cash provided by financing activities | 13,606 | 49,758 |
Net increase (decrease) in cash and cash equivalents | (6,422) | 30,218 |
Cash and cash equivalents, beginning of period | 29,115 | 1,181 |
Cash and cash equivalents, end of period | 22,693 | 31,399 |
Reportable Entity | Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | 93,216 | 26,650 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (100,508) | (48,608) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (63,898) | (15,619) |
Cash flows from commodity derivatives | (21,693) | (9,967) |
Proceeds from sales of assets | 1,931 | 989 |
Investments in unconsolidated entities | (2,149) | (4,094) |
Distributions of capital from unconsolidated entities | 3,156 | |
Loan for facility under construction | (3,913) | |
Payment on loan for facility under construction | 1,600 | |
Loan to affiliate | (15,621) | |
Net cash used in investing activities | (201,095) | (77,299) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 704,000 | 494,500 |
Payments on revolving credit facilities | (488,000) | (681,000) |
Payments on other long-term debt | (1,599) | (2,345) |
Debt issuance costs | (60) | (1,618) |
Net changes in advances with consolidated entities | (102,549) | 239,973 |
Other | (28) | |
Net cash provided by financing activities | 111,764 | 49,510 |
Net increase (decrease) in cash and cash equivalents | 3,885 | (1,139) |
Cash and cash equivalents, beginning of period | 9,757 | 8,728 |
Cash and cash equivalents, end of period | 13,642 | 7,589 |
Reportable Entity | Non-Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | 8,641 | 2,096 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (21,602) | (259) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (250) | |
Net cash used in investing activities | (21,602) | (509) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 17,200 | |
Payments on revolving credit facilities | (10,200) | |
Payments on other long-term debt | (30) | (2) |
Contributions from noncontrolling interest owners | 3,947 | |
Distributions to noncontrolling interest owners | (9,057) | (12) |
Net changes in advances with consolidated entities | 15,911 | (1,413) |
Other | (70) | |
Net cash provided by financing activities | 17,701 | (1,427) |
Net increase (decrease) in cash and cash equivalents | 4,740 | 160 |
Cash and cash equivalents, beginning of period | 2,431 | 531 |
Cash and cash equivalents, end of period | $ 7,171 | $ 691 |