Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2015 | Feb. 02, 2016 | |
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 | Dec. 31, 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 | 107,063,269 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 25,179 | $ 41,303 |
Accounts receivable-trade, net of allowance for doubtful accounts of $6,270 and $4,367, respectively | 581,621 | 1,024,226 |
Accounts receivable - affiliates | 3,812 | 17,198 |
Inventories | 414,088 | 441,762 |
Prepaid expenses and other current assets | 117,476 | 120,855 |
Assets held for sale | 87,383 | |
Total current assets | 1,229,559 | 1,645,344 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $305,233 and $202,959, respectively | 1,972,925 | 1,617,389 |
GOODWILL | 1,522,644 | 1,402,761 |
INTANGIBLE ASSETS, net of accumulated amortization of $305,891 and $220,517, respectively | 1,242,440 | 1,288,343 |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 467,559 | 472,673 |
LOAN RECEIVABLE-AFFILIATE | 23,258 | 8,154 |
OTHER NONCURRENT ASSETS | 106,086 | 112,837 |
Total assets | 6,564,471 | 6,547,501 |
CURRENT LIABILITIES: | ||
Accounts payable - trade | 511,309 | 833,380 |
Accounts payable - affiliates | 11,042 | 25,794 |
Accrued expenses and other payables | 193,295 | 195,116 |
Advance payments received from customers | 73,662 | 54,234 |
Current maturities of long-term debt | 7,600 | 4,472 |
Total current liabilities | 796,908 | 1,112,996 |
LONG-TERM DEBT, net of current maturities | 3,323,492 | 2,745,299 |
OTHER NONCURRENT LIABILITIES | $ 13,232 | $ 16,086 |
COMMITMENTS AND CONTINGENCIES ( NOTE 11 ) | ||
EQUITY: | ||
General partner, representing a 0.1% interest, 105,489 and 103,899 notional units, respectively | $ (34,431) | $ (37,021) |
Limited partners, representing a 99.9% interest,105,383,639 and 103,794,870 common units issued and outstanding, respectively | 1,920,528 | 2,162,924 |
Accumulated other comprehensive loss | (148) | (109) |
Noncontrolling interests | 544,890 | 547,326 |
Total equity | 2,430,839 | 2,673,120 |
Total liabilities and equity | $ 6,564,471 | $ 6,547,501 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Mar. 31, 2015 | |
Consolidated Balance Sheets | ||
Accounts receivable - trade, allowance for doubtful accounts (in dollars) | $ 6,270 | $ 4,367 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation (in dollars) | 305,233 | 202,959 |
INTANGIBLE ASSETS, accumulated amortization (in dollars) | $ 305,891 | $ 220,517 |
General partner interest (as a percent) | 0.10% | 0.10% |
General partner, notional units outstanding | 105,489 | 103,899 |
Limited partners, interest (as a percent) | 99.90% | 99.90% |
Common units issued | 105,383,639 | 103,794,870 |
Common units outstanding | 105,383,639 | 103,794,870 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES: | ||||
Crude oil logistics | $ 519,425 | $ 1,694,881 | $ 2,854,787 | $ 5,735,307 |
Water solutions | 45,438 | 50,241 | 147,225 | 150,274 |
Liquids | 353,527 | 685,096 | 861,504 | 1,700,006 |
Retail propane | 100,145 | 139,765 | 217,798 | 286,025 |
Refined products and renewables | 1,666,471 | 1,983,444 | 5,335,356 | 5,708,161 |
Other | (1,281) | 1,513 | ||
Total Revenues | 2,685,006 | 4,552,146 | 9,416,670 | 13,581,286 |
COST OF SALES: | ||||
Crude oil logistics | 495,529 | 1,697,374 | 2,770,240 | 5,678,725 |
Water solutions | (3,128) | (29,085) | (8,088) | (27,951) |
Liquids | 300,766 | 657,010 | 754,157 | 1,633,090 |
Retail propane | 45,974 | 81,172 | 96,417 | 168,590 |
Refined products and renewables | 1,594,359 | 1,905,021 | 5,149,151 | 5,570,185 |
Other | 176 | 2,547 | ||
Total Cost of Sales | 2,433,500 | 4,311,668 | 8,761,877 | 13,025,186 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 106,783 | 97,761 | 314,470 | 262,616 |
General and administrative | 23,035 | 44,230 | 114,814 | 113,742 |
Depreciation and amortization | 59,180 | 50,335 | 175,772 | 139,809 |
Loss on disposal or impairment of assets, net | 1,328 | 30,073 | 3,040 | 34,639 |
Operating Income | 61,180 | 18,079 | 46,697 | 5,294 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 2,858 | 1,242 | 14,008 | 7,504 |
Interest expense | (36,176) | (30,051) | (98,549) | (79,196) |
Other income, net | 2,161 | 3,371 | 2,941 | 2,363 |
Income (Loss) Before Income Taxes | 30,023 | (7,359) | (34,903) | (64,035) |
INCOME TAX (EXPENSE) BENEFIT | (402) | 2,090 | 1,846 | 2,977 |
Net Income (Loss) | 29,621 | (5,269) | (33,057) | (61,058) |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (16,217) | (11,783) | (47,742) | (32,220) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (6,140) | (5,649) | (12,906) | (9,059) |
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS | $ 7,264 | $ (22,701) | $ (93,705) | $ (102,337) |
BASIC INCOME (LOSS) PER COMMON UNIT | $ 0.07 | $ (0.26) | $ (0.89) | $ (1.17) |
DILUTED INCOME (LOSS) PER COMMON UNIT | $ 0.03 | $ (0.26) | $ (0.89) | $ (1.17) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 105,338,200 | 88,545,764 | 104,808,649 | 83,702,571 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 106,194,547 | 88,545,764 | 104,808,649 | 83,702,571 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 29,621 | $ (5,269) | $ (33,057) | $ (61,058) |
Other comprehensive income (loss) | (12) | (16) | (39) | 147 |
Comprehensive income (loss) | $ 29,609 | $ (5,285) | $ (33,096) | $ (60,911) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Equity - 9 months ended Dec. 31, 2015 - USD ($) $ in Thousands | General Partner | Limited Partner | 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 | (45,206) | $ (193,208) | (26,638) | (265,052) | |
Contributions | 54 | 10,037 | 10,091 | ||
Business combinations | $ 19,098 | 19,098 | |||
Business combinations (in units) | 833,454 | ||||
Equity issued pursuant to incentive compensation plan | $ 33,160 | 33,160 | |||
Equity issued pursuant to incentive compensation plan (in units) | 1,153,456 | ||||
Common unit repurchases | $ (7,707) | (7,707) | |||
Common unit repurchases (in units) | (398,141) | ||||
Net income (loss) | 47,742 | $ (93,705) | 12,906 | (33,057) | |
Other comprehensive loss | (39) | (39) | |||
TLP equity-based compensation | 1,301 | 1,301 | |||
Other | (34) | (42) | (76) | ||
BALANCES at Dec. 31, 2015 | $ (34,431) | $ 1,920,528 | $ (148) | $ 544,890 | $ 2,430,839 |
BALANCES (in units) at Dec. 31, 2015 | 105,383,639 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net Loss | $ (33,057) | $ (61,058) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization, including amortization of debt issuance costs | 191,081 | 152,228 |
Non-cash equity-based compensation expense | 50,080 | 13,384 |
Loss on disposal or impairment of assets, net | 3,040 | 34,639 |
Provision for doubtful accounts | 3,770 | 2,398 |
Net commodity derivative gain | (97,069) | (240,992) |
Equity in earnings of unconsolidated entities | (14,008) | (7,504) |
Distributions of earnings from unconsolidated entities | 15,742 | 9,073 |
Other | (40) | 5,275 |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable - trade | 441,300 | (574,658) |
Accounts receivable - affiliates | 13,386 | (34,576) |
Inventories | 29,236 | 154,607 |
Prepaid expenses and other assets | 19,806 | (50,510) |
Accounts payable - trade | (322,582) | 679,945 |
Accounts payable - affiliates | (14,752) | (64,149) |
Accrued expenses and other liabilities | (10,064) | 24,314 |
Advance payments received from customers | 17,265 | 39,424 |
Net cash provided by operating activities | 293,134 | 81,840 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (497,147) | (135,435) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (187,356) | (1,114,045) |
Cash flows from commodity derivatives | 92,216 | 190,455 |
Proceeds from sales of assets | 4,981 | 15,236 |
Investments in unconsolidated entities | (8,373) | (33,528) |
Distributions of capital from unconsolidated entities | 14,043 | 8,736 |
Loan for natural gas liquids facility | (3,913) | (45,855) |
Payment on loan for natural gas liquids facility | 5,552 | |
Loan to affiliate | (15,621) | |
Payments on loan to affiliate | 517 | |
Other | (66) | |
Net cash used in investing activities | (595,101) | (1,114,502) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 2,042,100 | 3,096,700 |
Payments on revolving credit facilities | (1,514,100) | (2,604,700) |
Issuance of notes | 400,000 | |
Proceeds from borrowings under other long-term debt | 53,223 | |
Payments on other long-term debt | (3,649) | (5,476) |
Debt issuance costs | (9,684) | (10,826) |
Contributions from general partner | 54 | 408 |
Contributions from noncontrolling interest owners | 10,037 | |
Distribution to partners | (238,414) | (176,051) |
Distributions to noncontrolling interest owners | (26,638) | (17,497) |
Taxes paid on behalf of equity incentive plan participants | (19,303) | |
Common unit repurchases | (7,707) | |
Proceeds from sale of common units, net of offering costs | 370,376 | |
Other | (76) | (156) |
Net cash provided by financing activities | 285,843 | 1,052,778 |
Net increase (decrease) in cash and cash equivalents | (16,124) | 20,116 |
Cash and cash equivalents, beginning of period | 41,303 | 10,440 |
Cash and cash equivalents, end of period | $ 25,179 | $ 30,556 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Dec. 31, 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 December 31, 2015, our operations include: · Our crude oil logistics segment, the assets of which include owned and leased crude oil storage terminals and pipeline injection stations, a fleet of owned trucks and trailers, a fleet of owned and leased railcars, barges, and towboats, and interests in two crude oil pipelines. 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 pipelines, water treatment and disposal facilities, washout facilities, and solid waste 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, as well as truck and frac tank washouts. · 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 19 owned terminals throughout the United States, its salt dome storage facility in Utah, and its leased storage and railcar transportation services through its fleet of leased railcars. · 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 conducts gasoline, diesel, ethanol, and biodiesel marketing operations. We also own the 2% general partner interest and a 19.6% limited partner interest in TransMontaigne Partners L.P. (“TLP”), which conducts refined products terminaling, storage, and transportation operations. See Note 17 for a discussion of the sale of the 2% general partner interest in TLP. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation. Investments we cannot control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline (see Note 4). We will include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements. 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. Accordingly, the unaudited condensed consolidated financial statements exclude certain 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. 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 in this Quarterly Report. The unaudited condensed consolidated balance sheet at March 31, 2015 is derived from our audited consolidated financial statements for the fiscal year ended March 31, 2015 included in our Annual Report on Form 10-K (“Annual Report”). We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. These reclassifications did not impact previously reported amounts of equity, net income, or cash flows. These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report. Due to the seasonal nature of certain of our operations and other factors, the results of operations for interim periods are not necessarily indicative of the results of operations 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 amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. 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 assets, 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 record our commodity derivative instruments and assets and liabilities acquired in business combinations at fair value. 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. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels: · Level 1—Quoted prices 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 (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) 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 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 a fair value measurement requires judgment, considering factors specific to the asset or liability. Revenue Recognition We record product sales revenues when title to the product transfers to the purchaser, which typically occurs when the purchaser receives the product. We record terminaling, transportation, storage, and service revenues when the service is performed, and we record tank and other rental revenues over the lease term. Several of our terminaling service agreements with throughput customers allow us to receive the product volume gained resulting from differences between the measurement of product volumes received and distributed at our terminaling facilities. Such differences are due to the inherent variances in measurement devices and methodology. We record revenues for the net proceeds from the sale of the product gained. Revenues for our water solutions segment are recognized when we obtain 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. We include amounts billed to customers for shipping and handling costs 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 at the same time and in contemplation of each other, we record the revenues for these transactions net of cost of sales. Revenues during the three months and nine months ended December 31, 2015 include $1.5 million and $4.4 million, respectively, 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 for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) Interest paid, exclusive of debt issuance costs and letter of credit fees $ $ $ $ Income taxes paid (net of income tax refunds) $ ) $ $ $ 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 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 at the dates indicated: December 31, 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 We own noncontrolling interests in certain entities. 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 at the dates indicated: Ownership Date Acquired December 31, March 31, Entity Segment Interest or Formed 2015 2015 (in thousands) Glass Mountain (1) Crude oil logistics 50.0% December 2013 $ $ BOSTCO (2) Refined products and renewables 42.5% July 2014 Frontera (2) Refined products and renewables 50.0% July 2014 Water supply company Water solutions 35.0% June 2014 Water treatment and disposal facility Water solutions 50.0% August 2015 — Ethanol production facility Refined products and renewables 19.0% December 2013 Retail propane company Retail propane 50.0% April 2015 — Total $ $ (1) When we acquired Gavilon, LLC, (“Gavilon Energy”), we recorded the investment in Glass Mountain Pipeline, LLC (“Glass Mountain”), which owns a crude oil pipeline in Oklahoma, at fair value. Our investment in Glass Mountain exceeds our proportionate share of the historical net book value of Glass Mountain’s net assets by $75.1 million at December 31, 2015. This difference relates primarily to goodwill and customer relationships. (2) When we acquired TransMontaigne Inc. (“TransMontaigne”), we recorded the investments in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), which owns a refined products storage facility, and Frontera Brownsville LLC (“Frontera”) at fair value. On a combined basis, our investments in BOSTCO and Frontera exceed our proportionate share of the historical net book value of BOSTCO’s and Frontera’s net assets by $15.6 million at December 31, 2015. This difference relates primarily to goodwill. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: December 31, 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 being used 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 December 31, 2015, linefill consisted of 487,104 barrels of crude oil. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: December 31, 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 reflects the other owners’ interests in these entities. As part of our acquisition of TransMontaigne on July 1, 2014, we acquired a 2% general partner interest and a 19.7% limited partner interest in TLP. We attribute net earnings allocable to TLP’s limited partners to the controlling and noncontrolling interests based on the relative ownership interests in TLP. 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 cash attributable to the period to TLP’s general partner interest and incentive distribution rights, net of adjustments for TLP’s general partner’s proportionate share of undistributed earnings. Undistributed earnings are allocated to TLP’s limited partners and TLP’s general partner interest based on their ownership percentages of 98% and 2%, respectively. See Note 17 for a discussion of the sale of the 2% general partner interest in TLP. 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 no more than 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 5, certain acquisitions 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. 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.” The ASU 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 do not expect the adoption of this ASU to have a material impact on our consolidated financial position or results of operations. In April 2015, the FASB issued ASU No. 2015—03, “Simplifying the Presentation of Debt Issuance Costs.” The ASU 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, when we will begin presenting debt issuance costs as a reduction to long-term debt, rather than as an intangible asset. At December 31, 2015, intangible assets on our condensed consolidated balance sheet include $17.4 million of debt issuance costs associated with our senior notes that, upon adoption of this ASU, would be reclassified as a reduction to long-term debt. The ASU requires retrospective application for all prior periods presented. At March 31, 2015, intangible assets on our condensed consolidated balance sheet include $17.8 million of debt issuance costs associated with our senior notes that, upon adoption of this ASU, will be reclassified as a reduction to long-term debt. In May 2014, the FASB issued ASU No. 2014—09, “Revenue from Contracts with Customers.” The ASU 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. |
Income (Loss) Per Common Unit
Income (Loss) Per Common Unit | 9 Months Ended |
Dec. 31, 2015 | |
Income (Loss) Per Common Unit | |
Income (Loss) Per Common Unit | Note 3—Income (Loss) Per Common Unit Our income (loss) per common unit is as follows for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands, except unit and per unit amounts) Net income (loss) attributable to parent equity $ $ ) $ ) $ ) Less: Net income allocated to general partner (1) ) ) ) ) Less: Net loss allocated to subordinated unitholders (2) — — — Net income (loss) attributable to common unitholders (basic) ) ) ) Effect of dilutive securities (restricted units) ) — — — Net income (loss) attributable to common unitholders (diluted) $ $ ) $ ) $ ) Basic income (loss) per common unit $ $ ) $ ) $ ) Diluted income (loss) per common unit $ $ ) $ ) $ ) Basic weighted average common units ou t standing Diluted weighted average common units outstanding (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 12. (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 after June 30, 2014, we did not allocate any income or loss after that date to the subordinated unitholders. During the three months ended June 30, 2014, 5,919,346 subordinated units were outstanding and the loss per subordinated unit was $(0.68). The diluted weighted average common units outstanding for the three months ended December 31, 2015 included 856,347 restricted units (as described in Note 12) that were considered dilutive for the period. For the nine months ended December 31, 2015 and the three months and nine months ended December 31, 2014, the restricted units were considered antidilutive. |
Grand Mesa Pipeline
Grand Mesa Pipeline | 9 Months Ended |
Dec. 31, 2015 | |
Grand Mesa Pipeline | |
Grand Mesa Pipeline | Note 4—Grand Mesa Pipeline In October 2014, we completed a successful open season in which we received the requisite support, in the form of ship-or-pay volume commitments from multiple shippers, to begin construction of Grand Mesa Pipeline, which was planned to originate in Colorado and terminate in Cushing, Oklahoma. In November 2015, we combined the Grand Mesa Pipeline project and entered into an agreement with Saddlehorn Pipeline Company, LLC (“ Saddlehorn ”), under which we acquired a 37.5% undivided interest in a crude oil pipeline currently under construction (the “Joint Pipeline ”). The Joint Pipeline will have several points of origin in Colorado and will terminate in Cushing, Oklahoma. We will have the right to utilize 150,000 barrels per day of capacity on the Joint Pipeline. Operating costs will be allocated to us based on our proportionate ownership interest and throughput. We expect the Joint Pipeline to be operational beginning in the fourth quarter of calendar year 2016. Through our undivided interest in the Joint Pipeline, Grand Mesa will have expanded capacity, sufficient to service our customer contracts at the same origin and termination points with the ability to accept additional volume commitments. We will retain ownership of our previously-acquired easements for the potential future development of transportation projects involving petroleum commodities other than crude oil and condensate. With the consent and participation of Saddlehorn, we and Saddlehorn may consider future opportunities using these easements for projects involving the transportation of crude oil and condensate. We paid $125 million towards the construction of the pipeline during the three months ended December 31, 2015. Prior to reaching the agreement with Saddlehorn, we purchased $87.4 million of pipe that we expected to use for the Grand Mesa Pipeline. During the three months ended December 31, 2015, we reclassified this pipe to assets held for sale. To determine the value of the pipe at December 31, 2015, we inquired of a third party manufacturer as to the current cost of similar pipe. Based on the information we received, the fair value of the pipe approximated our carrying value. To facilitate the sale of this pipe, we notified potential buyers at the end of December 2015 that we would be accepting bids for the pipe through February 15, 2016. Initial discussions held in January 2016 with potential buyers indicated to us that we would probably need to sell the pipe at an amount less than the carrying value as of December 31, 2015. Based on these indications, we expect to record a loss on the sale of these assets during the fourth quarter of fiscal year 2016. In addition, we reclassified $47.0 million of costs to acquire land, rights-of-way, and easements on the originally-planned Grand Mesa Pipeline route as intangible assets in our condensed consolidated balance sheet. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2015 | |
Acquisitions | |
Acquisitions | Note 5—Acquisitions Year Ending March 31, 2016 Delaware Basin Water Solutions Facilities On August 24, 2015, we acquired four saltwater disposal facilities and a 50% interest in an additional saltwater disposal facility in the Delaware Basin of the Permian Basin in Texas for $50.0 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 December 31, 2015 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending June 30, 2016. The following table summarizes the preliminary estimates of the fair values of the assets acquired (and useful lives) and liabilities assumed (in thousands): Property, plant and equipment: Water treatment facilities and equipment (3—30 years) $ Land Goodwill Intangible asset: Customer relationships (6 years) Investments in unconsolidated entities Accrued expenses and other payables ) 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. Water Solutions Facilities We are party to a development agreement that requires us to purchase water solutions facilities developed by the other party to the agreement. During the nine months ended December 31, 2015, we purchased 12 water treatment and disposal facilities under this development agreement. We also purchased one additional water treatment and disposal facility in December 2015 from a different seller. On a combined basis, we paid $120.0 million of cash and issued 781,255 common units, valued at $18.1 million, in exchange for these facilities. During the nine months ended December 31, 2015, we completed the acquisition accounting for six of these water treatment and disposal facilities. The following table summarizes the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed for these water treatment and disposal facilities: 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 $ We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed for the other seven water treatment and disposal facilities, and as a result, the estimates of fair value at December 31, 2015 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending September 30, 2016. The following table summarizes the preliminary estimates of the fair values of the assets acquired (and useful lives) and liabilities assumed (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 Businesses During the nine months ended December 31, 2015, we acquired five retail propane businesses. On a combined basis, we paid $17.4 million of cash and issued 52,199 common units, valued at $1.0 million, in exchange for these assets and operations. The agreements for these acquisitions contemplate 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 these business combinations, and as a result, the estimates of fair value at December 31, 2015 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending September 30, 2016. Year Ended March 31, 2015 As described in Note 2, pursuant to GAAP, an entity is allowed no more than 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. The changes we made during the nine months ended December 31, 2015 to the estimated acquisition date fair values of assets acquired and liabilities assumed in these business combinations are described below. We have not retrospectively adjusted previously issued financial statements for these changes, as we do not believe the changes are material. Natural Gas Liquids Storage Facility 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. During the nine months ended December 31, 2015, we completed the acquisition accounting for this business combination. The following table summarizes 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) Accounts receivable—trade $ $ $ — Inventories — 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 market conditions at the acquisition date be recorded as assets or liabilities in the acquisition accounting. Since certain storage leases were at unfavorable terms relative to acquisition date market conditions, we recorded a liability of $12.8 million related to these leases in the acquisition accounting, a portion of which we recorded to accrued expenses and other payables and a portion of which we recorded to other noncurrent liabilities. We amortized $4.4 million of this balance as an increase to revenues during the nine months ended December 31, 2015. We will amortize the remainder of this liability over the terms of the leases. The following table summarizes the future amortization of this liability (in thousands): Year Ending March 31, 2016 (three months) $ 2017 2018 2019 Bakken Water Solutions Facilities On November 21, 2014, we acquired two saltwater disposal facilities in the Bakken shale play in North Dakota for $34.6 million of cash. During the six months ended September 30, 2015, we completed the acquisition accounting for these water treatment and disposal facilities. The following table summarizes 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) 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 (7 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. 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. 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 summarizes 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. See Note 17 for a discussion of the sale of the 2% general partner interest in TLP. Water Solutions Facilities We are party to a development agreement that requires us to purchase water solutions facilities developed by the other party to the agreement. During the year ended March 31, 2015, we purchased 16 water treatment and disposal facilities under this development agreement. 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 nine months ended December 31, 2015, we completed the acquisition accounting for all of these water treatment and disposal facilities. The following table summarizes 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 $ $ $ — 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 Businesses During the year ended March 31, 2015, we acquired eight retail propane businesses. On a combined basis, we paid $39.1 million of cash and issued 132,100 common units, valued at $3.7 million, in exchange for these assets and operations. During the six months ended September 30, 2015, we completed the acquisition accounting for all of these business combinations. The following table summarizes 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 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 | 9 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 6—Property, Plant and Equipment Our property, plant and equipment consists of the following at the dates indicated: Estimated December 31, March 31, Description 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 $ $ The following table summarizes depreciation expense for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) $ $ $ $ Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. The following table summarizes the tank bottoms included in the table above at the dates indicated: December 31, 2015 March 31, 2015 Volume Volume Product (in barrels) Value (in barrels) Value (in thousands) Gasoline $ $ Crude oil Diesel Renewables Other Total $ $ |
Goodwill
Goodwill | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill | |
Goodwill | Note 7—Goodwill The following table summarizes changes in goodwill by segment for the nine months ended December 31, 2015: Refined Crude Oil Water Retail Products and Logistics Solutions Liquids Propane Renewables Total (in thousands) Balances at March 31, 2015 $ $ $ $ $ $ Revisions to acquisition accounting (Note 5) — ) — Acquisitions (Note 5) — — — Balances at December 31, 2015 $ $ $ $ $ $ |
Intangible Assets
Intangible Assets | 9 Months Ended |
Dec. 31, 2015 | |
Intangible Assets | |
Intangible Assets | Note 8—Intangible Assets Our intangible assets consist of the following at the dates indicated: December 31, 2015 March 31, 2015 Estimated Gross Carrying Accumulated Gross Carrying Accumulated Description Useful 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 1–10 years Total amortizable Non-amortizable— Customer commitments — — Rights-of-way and easements (1) — — — Trade names — — Total non-amortizable — — Total $ $ $ $ (1) As described in Note 4, we acquired land, rights-of-way, and easements along a planned pipeline route. We later acquired an undivided interest in a different crude oil pipeline with the same origin and destination points as those of our originally-planned route. We will retain the land, rights-of-way, and easements along the originally-planned route for potential future development. The weighted-average remaining amortization period for intangible assets is approximately 12 years. Amortization expense is as follows for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, Recorded In 2015 2014 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 (three months) $ 2017 2018 2019 2020 Thereafter Total $ |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt | |
Long-Term Debt | Note 9—Long-Term Debt Our long-term debt consists of the following at the dates indicated: December 31, 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 December 31, 2015, our Revolving Credit Facility had a total capacity of $2.474 billion. Our Revolving Credit Facility has an “accordion” feature that allows us to increase the capacity by $150.0 million if new lenders wish to join the syndicate or if current lenders wish to increase their commitments. The Expansion Capital Facility had a total capacity of $1.436 billion for cash borrowings at December 31, 2015. At that date, we had outstanding borrowings of $1.317 billion on the Expansion Capital Facility. The Working Capital Facility had a total capacity of $1.038 billion for cash borrowings and letters of credit at December 31, 2015. At that date, we had outstanding borrowings of $603.5 million and outstanding letters of credit of $117.1 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, although they 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 either (i) an alternate base rate plus a margin of 0.50% to 1.50% per year or (ii) an adjusted LIBOR rate plus a margin of 1.50% to 2.50% per year. The applicable margin is determined based on our consolidated leverage ratio (as defined in the Credit Agreement). At December 31, 2015, the borrowings under the Credit Agreement were LIBOR borrowings with an interest rate at December 31, 2015 of 2.68%, calculated as the LIBOR rate of 0.43% plus a margin of 2.25%. At December 31, 2015, the interest rate in effect on letters of credit was 2.50%. 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. In December 2015, we entered into an agreement with the banks to increase our maximum leverage ratio to 4.50 to 1 at any quarter end. The leverage coverage ratio in our Credit Agreement excludes TLP’s debt. At December 31, 2015, our leverage ratio was approximately 4.0 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 December 31, 2015, our interest coverage ratio was approximately 5.6 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 December 31, 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”). 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 before 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 December 31, 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”). 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 before 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 December 31, 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, 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. In December 2015, we amended the Note Purchase Agreement to change the covenants to mirror the changes made to the covenants in our Credit Agreement. In addition, we agreed to pay an additional 0.5% per year in interest if our leverage ratio exceeds 4.25 to 1. The Note Purchase Agreement provides for customary events of default that include, among other things (subject to customary grace and cure periods in certain cases): (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 before 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 December 31, 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 or (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 commitments under the TLP Credit Facility mature on July 31, 2018. TLP may elect to have loans under the TLP Credit Facility bear interest at either (i) a rate of LIBOR plus a margin ranging from 2% to 3% depending on the total leverage ratio then in effect, or (ii) the base rate plus a margin ranging from 1% to 2% depending on the total leverage ratio then in effect. TLP also pays commitment fees on any unused capacity, ranging from 0.375% to 0.5% per year, depending on the total leverage ratio then in effect. For the three months ended December 31, 2015, the weighted-average interest rate on borrowings under the TLP Credit Facility was approximately 2.9%. 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 December 31, 2015, TLP had outstanding borrowings under the TLP Credit Facility of $248.0 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) if 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 “Consolidated EBITDA” (as defined in the TLP Credit Facility). The TLP Credit Facility is non-recourse to the Partnership. At December 31, 2015, TLP was in compliance with the covenants under the TLP Credit Facility. The following table summarizes our basis in the assets and liabilities of TLP at December 31, 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 $ 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. These instruments have a combined principal balance of $62.6 million at December 31, 2015, and the interest rates on these instruments range from 2.06% to 8.60% per year. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at December 31, 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 (three months) $ — $ — $ — $ — $ — $ $ 2017 — — — — — 2018 — — — — 2019 — — 2020 — — — Thereafter — — — Total $ $ $ $ $ $ $ |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | Note 10—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 proportionate 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 2012 to 2015 generally remain subject to examination by federal, state, and Canadian tax authorities. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in income in the period that includes the enactment date. 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 December 31, 2015 or March 31, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 11—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 condensed consolidated balance sheet at December 31, 2015 includes a liability of $3.6 million related to environmental matters, which is reported within accrued expenses and other payables. 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 we will not incur significant costs. 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. The U.S. Environmental Protection Agency (“EPA”) has informed NGL Crude Logistics, LLC (“NGL Crude”; formerly known as Gavilon Energy prior to its acquisition by us in December 2013) of alleged violations in 2011 by Gavilon Energy of the Clean Air Act’s renewable fuel standards regulations. The EPA’s allegations relate to transactions between Gavilon Energy and one of its suppliers and the generation of biodiesel renewable identification numbers sold by such supplier to Gavilon Energy in 2011. We have vigorously denied the allegations. In an effort to resolve this matter, the parties have recently commenced settlement negotiations, which are ongoing. At this time, we are unable to ascertain whether the settlement discussions will produce a resolution satisfactory to us or whether the EPA will seek resolution of the matter through an enforcement action. As a result, we are also unable to determine the likely terms of any resolution or their significance to us. Although we believe we have legal defenses, it is reasonably possible that we may agree to pay the EPA some amount to settle the matter. Asset Retirement Obligations Our condensed consolidated balance sheet at December 31, 2015 includes a liability of $5.0 million related to asset retirement obligations, which is reported within other noncurrent liabilities. This liability is related to contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement, or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. In addition to the obligations described above, we may be required to remove facilities or perform other remediation upon retirement of certain other assets. We believe the present value of these asset retirement obligations, under current laws and regulations, after considering the estimated lives of our facilities, is not 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. The following table summarizes future minimum lease payments under these agreements at December 31, 2015 (in thousands): Year Ending March 31, 2016 (three months) $ 2017 2018 2019 2020 Thereafter Total $ The following table summarizes rental expense for operating leases for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) $ $ $ $ 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. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity. The following table summarizes future minimum throughput payments under these agreements at December 31, 2015 (in thousands): Year Ending March 31, 2016 (three months) $ 2017 2018 2019 2020 Thereafter Total $ Sales and Purchase Contracts We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods. The following table summarizes such commitments at December 31, 2015: Volume Value (in thousands) Purchase commitments: Natural gas liquids fixed-price (gallons) $ Natural gas liquids index-price (gallons) Crude oil fixed-price (barrels) 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 13) 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 13, and represent $41.3 million of our prepaid expenses and other current assets and $30.0 million of our accrued expenses and other payables at December 31, 2015. |
Equity
Equity | 9 Months Ended |
Dec. 31, 2015 | |
Equity | |
Equity | Note 12—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. Our general partner is not required to make any additional capital contributions or to guarantee or pay any of our debts and obligations. Common Units Issued in Business Combinations During the nine months ended December 31, 2015, we issued 833,454 common units, valued at $19.1 million, as consideration for certain business combinations. Common Unit Repurchase Program On September 10, 2015, the Board of Directors of our general partner authorized a common unit repurchase program, under which we may repurchase up to $45 million of our outstanding common units through March 31, 2016. We may repurchase common units from time to time in the open market or in other privately negotiated transactions. The common unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of our common units. During the nine months ended December 31, 2015, we repurchased 398,141 common units for an aggregate price of $7.7 million. 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 limited partners 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 limited partners in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Common Unit,” until available cash from operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for our limited partners 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 Distributions Total Quarterly Distribution Per Common Unit Limited Partners 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 $ % % In January 2016, we declared a distribution of $0.64 per common unit, to be paid on February 15, 2016 to unitholders of record on February 3, 2016. This distribution is expected to be $83.6 million, including amounts to be paid on common and general partner notional units as well as an incentive distribution. 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 limited partners 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 limited partners in any available cash from operating surplus TLP distributes up to and including the corresponding amount in the column “Total Quarterly Distribution Per Common Unit,” until available cash from operating surplus TLP distributes reaches the next target distribution level, if any. The percentage interests shown for TLP’s limited partners 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 Distributions Total Quarterly Distribution Per Common Unit Limited Partners 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 $ % % In January 2016, TLP declared a distribution of $0.67 per common unit, which was paid on February 8, 2016. We received a total of $4.1 million from this distribution on our general partner interest, IDRs, and limited partner interest. The noncontrolling interest owners received a total of $8.7 million from this distribution. Equity-Based Incentive Compensation Our general partner has adopted a long-term incentive plant (“LTIP”), which allows for the issuance of equity-based incentive compensation. Awards granted under the LTIP include restricted units that vest contingent on the continued service of the recipients through the vesting date (the “Service Awards”). Awards also include restricted units that are contingent upon both 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 awards may also vest in the event of a change of 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 following table summarizes the Service Award activity during the nine months ended December 31, 2015: Unvested Service Award units at March 31, 2015 Units granted Units vested and issued ) Units withheld for employee taxes ) Units forfeited ) Unvested Service Award units at December 31, 2015 The following table summarizes the scheduled vesting of our unvested Service Award units: Year Ending March 31, Number of Units 2016 (three months) 2017 2018 Thereafter Unvested Service Award units at December 31, 2015 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. The following table summarizes expense related to Service Award units for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) $ $ $ $ Of the restricted units granted and vested during the nine months ended December 31, 2015, 465,239 units were granted as a bonus for performance during the fiscal year ended March 31, 2015. We accrued expense of $10.0 million during the fiscal year ended March 31, 2015 as an estimate of the value of such bonus units that would be granted. During the nine months ended December 31, 2015, we recorded an additional $1.8 million of expense to true-up the estimate to the $11.8 million of actual expense associated with these bonuses. Since the units were not formally granted until July 2015, the full $11.8 million value is reflected in the expense during the nine months ended December 31, 2015 in the table above. The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at December 31, 2015 (in thousands), after taking into consideration estimated forfeitures of approximately 164,000 units. For purposes of this calculation, we used the closing price of our common units on December 31, 2015, which was $11.04. Year Ending March 31, 2016 (three months) $ 2017 2018 Thereafter 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 Value of units vested and issued ) Taxes paid on behalf of participants ) Balance at December 31, 2015 $ The weighted-average fair value of the Service Award units at December 31, 2015 was $8.24 per common unit, which was calculated as the closing price of our common units on December 31, 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. During April 2015, our general partner granted Performance Award units to certain employees. The following table summarizes the maximum number of units that could vest on these Performance Awards for each vesting tranche, taking into consideration any Performance Awards that have been forfeited since the grant date: Maximum Performance Vesting Date of Tranche Award Units 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, 2016 July 1, 2013 through June 30, 2016 July 1, 2017 July 1, 2014 through June 30, 2017 The following table summarizes the 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% % The April 2015 Performance Award grants included a tranche that vested on July 1, 2015. 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 530,564 common units vested on July 1, 2015. Of these units, recipients elected for us to withhold 210,137 common units for employee taxes, valued at $6.4 million. We issued the remaining 320,427 common units, valued at $9.7 million, on July 1, 2015. The following table summarizes the estimated fair value for each unvested tranche at December 31, 2015 (without consideration of estimated forfeitures): Fair Value of Vesting Date of Tranche Unvested Awards (in thousands) July 1, 2016 $ July 1, 2017 Total $ 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 following table summarizes the expense (benefit) recorded for each vesting tranche during the periods indicated: Three Months Ended Vesting Date of Tranche June 30, 2015 September 30, 2015 December 31, 2015 Total (in thousands) July 1, 2015 $ $ $ — $ July 1, 2016 ) ) July 1, 2017 ) ) Total $ $ $ ) $ The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at December 31, 2015 (in thousands), after taking into consideration estimated forfeitures. For purposes of this calculation, we used the December 31, 2015 fair value of the Performance Awards. Year Ending March 31, 2016 (three 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 Value of units vested and issued ) Taxes paid on behalf of participants ) Balance at December 31, 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 LTIP 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 December 31, 2015, approximately 5.3 million common units remain available for issuance under the LTIP. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 13—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 the dates indicated: December 31, 2015 March 31, 2015 Derivative Derivative Derivative Derivative Assets Liabilities 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. The following table summarizes the accounts that include our commodity derivative assets and liabilities in our condensed consolidated balance sheets: December 31, 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 the dates indicated. 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 December 31, 2015— Cross-commodity (1) January 2016–March 2017 $ Crude oil fixed-price (2) January 2016–March 2016 ) Propane fixed-price (2) January 2016–December 2017 ) Refined products fixed-price (2) January 2016–February 2017 ) Other January 2016–December 2016 ) Net cash collateral held ) 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 (2) April 2015–December 2016 ) Refined products fixed-price (2) 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. These contracts are derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price. (2) 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. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. (3) Commodity index-price—We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different indices. These indices may vary in the commodity grade or location, or in the timing of delivery within a given month. These contracts are derivatives we have entered into as an economic hedge against the risk of one index moving relative to another index. The following table summarizes the net gains recorded from our commodity derivatives to cost of sales for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) $ $ $ $ Credit Risk We have credit policies 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. At December 31, 2015, our primary counterparties 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, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not 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 December 31, 2015, we had $1.92 billion of outstanding borrowings under our Revolving Credit Facility at a rate of 2.68%. The TLP Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At December 31, 2015, TLP had $248.0 million of outstanding borrowings under the TLP Credit Facility at a rate of 2.72%. Fair Value of Fixed-Rate Notes The following table provides fair value estimates of our fixed-rate notes at December 31, 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 and 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 us, 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 | 9 Months Ended |
Dec. 31, 2015 | |
Segments | |
Segments | Note 14—Segments The following table summarizes certain financial data related to our segments. 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 not allocated to the reportable segments. Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 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 income $ $ $ $ (1) During the six months ended September 30, 2015, we made certain changes in the way we attribute revenues to the categories shown in the table above. These changes did not impact total revenues. We have retrospectively adjusted previously reported amounts to conform to the current presentation. The following table summarizes additions to property, plant and equipment by segment. This information has been prepared on the accrual basis, and includes property, plant and equipment acquired in acquisitions. Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 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: December 31, March 31, 2015 2015 (in thousands) Long-lived assets, net: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total $ $ Total assets: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total $ $ |
Goodwill Impairment
Goodwill Impairment | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill Impairment | |
Goodwill Impairment | Note 15 —Goodwill Impairment We test goodwill for impairment on January 1 of each year, or more often if circumstances warrant. Crude oil prices began declining in July 2014 and continued to decline during calendar year 2015. Low crude oil prices have had an unfavorable impact on our water solutions business, as the volume of water we process is driven in part by the level of crude oil production, and the lower crude oil prices have given producers less incentive to expand production. In addition, a portion of the revenues of our water solutions business are generated from the sale of crude oil that we recover in the process of treating the wastewater, and low crude oil prices have had an adverse impact on these revenues. Due to the decline in crude oil prices and the crude oil production, we tested the goodwill within our water solutions business for impairment as of December 31, 2015. We calculated fair value for our water solutions business by discounting the forecasted cash flows. Significant inputs to the valuation of the water solutions business includes estimates of (i) future cash flows, including revenues, expenses and capital expenditures, (ii) timing of cash flow, (iii) useful lives of the assets, (iv) forward crude oil prices, adjusted for estimated location differential and (v) a discount rate. Our calculation of estimated fair value exceeded the carrying value of our water solutions business. Due to the continuing volatility within the crude oil market we believe that it is reasonably possible that our estimate of fair value could change and result in us impairing a portion of the goodwill for our water solutions business. We plan to review our assumptions and inputs used in our calculation during the fourth quarter of fiscal year 2016. |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Dec. 31, 2015 | |
Transactions with Affiliates | |
Transactions with Affiliates | Note 16—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, respectively, 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 from which we have purchased products and services and to which we have sold products and services. During the nine months ended December 31, 2015, $29.5 million of these transactions were capital expenditures and were recorded as increases to property, plant and equipment. The following table summarizes these related party transactions: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 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 at the dates indicated: December 31, 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 at the dates indicated: December 31, 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 $23.3 million at December 31, 2015 from one of our equity method investees. During the three months ended December 31, 2015, we received a loan payment of $0.5 million from our investee in accordance with the loan agreement. The investee makes loan payments from time to time in accordance with the loan agreement and is required to make monthly principal payments beginning on June 1, 2018 with the remaining principal balance due on May 31, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2015 | |
Subsequent Events | |
Subsequent Events | Note 17 —Subsequent Events Water Pipeline Company On January 7, 2016, we paid cash of $12.3 million in exchange for a 57.125% interest in an existing produced water pipeline company operating in the Delaware Basin portion of West Texas. Sale of General Partner Interest in TLP On February 1, 2016, we completed the sale of our general partner interest in TLP to an affiliate of ArcLight Capital Partners (“AcrLight”) for $350 million in cash. We also granted to ArcLight an option to purchase up to 800,000 of the approximately 3.2 million TLP common units we own. We will remain the long-term exclusive tenant in the TLP Southeast terminal system. We will retain TransMontaigne’s marketing business, which is a significant part of our refined products and renewables business, and TransMontaigne Products Services, LLC, its customer contracts and its line space on the Colonial and Plantation pipelines. |
Condensed Consolidating Guarant
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | 9 Months Ended |
Dec. 31, 2015 | |
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | |
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | Note 18 —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 2021 Notes (see Note 9). 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 that prevent the parent or any of the guarantor subsidiaries from obtaining 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) are 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) December 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 — — — Assets held for sale — — — — 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 December 31, 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 (gain) on disposal or impairment of assets, net — — ) — Operating Income — — — OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income, net — — ) Income (Loss) Before Income Taxes ) — — INCOME TAX EXPENSE — — ) ) — ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES — — ) — Net Income — ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER ) ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ) ) NET INCOME 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 December 31, 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 on disposal or impairment of assets, net — — — Operating Income (Loss) — — ) — OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income, net — — ) Income (Loss) Before Income Taxes ) — ) — ) INCOME TAX (EXPENSE) BENEFIT — — ) — 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) Nine Months Ended December 31, 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 (gain) on disposal or impairment of assets, net — — ) — Operating Income — — — OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income, net — — ) Income (Loss) Before Income Taxes ) — ) — ) INCOME TAX (EXPENSE) BENEFIT — — ) — EQUITY IN NET INCOME 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) Nine Months Ended December 31, 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 on disposal or impairment of assets, net — — — Operating Income (Loss) — — ) — OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income, net — — ) Income (Loss) Before Income Taxes ) — ) — ) INCOME TAX (EXPENSE) BENEFIT — — ) — 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 2019 notes and 2021 Notes. NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (Loss) (U.S. Dollars in Thousands) Three Months Ended December 31, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated Net income $ $ — $ $ $ ) $ Other comprehensive loss — — — ) — ) Comprehensive income $ $ — $ $ $ ) $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Three Months Ended December 31, 2014 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (2) Finance Corp. (2) Subsidiaries Subsidiaries Adjustments Consolidated Net income (loss) $ ) $ — $ $ ) $ $ ) Other comprehensive loss — — — ) — ) Comprehensive income (loss) $ ) $ — $ $ ) $ $ ) (2) 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 Statements of Comprehensive Income (Loss) (U.S. Dollars in Thousands) Nine Months Ended December 31, 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. Nine Months Ended December 31, 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 (loss) — — ) — Comprehensive loss $ ) $ — $ ) $ ) $ $ ) (2) 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) Nine Months Ended December 31, 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 natural gas liquids facility — — ) — ) Payments on loan for natural gas liquids facility — — — Loan to affiliate — — ) — ) Payments on loan to affiliate — — — Net cash used in investing activities ) — ) ) ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — Payments on revolving credit facilities — — ) ) ) Proceedings from borrowings under other long-term debt — — 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 — — — ) ) Taxes paid on behalf of equity incentive plan participants — — ) — ) Common unit repurchases ) — — — ) Net changes in advances with consolidated entities — ) — Other — — ) ) ) Net cash provided by (used in) financing activities — ) Net 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) Nine Months Ended December 31, 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 — — ) ) ) Distributions of capital from unconsolidated entities — — Loan for natural gas liquids facility — — ) — ) Other — — — ) ) Net cash used in investing activities — — ) ) ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — Payments on revolving credit facilities — — ) ) ) Issuance of notes — — — 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 ) — ) — Other — — ) — ) Net cash provided by (used in) financing activities — ) Net increase 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. |
Significant Accounting Polici26
Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation. Investments we cannot control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline (see Note 4). We will include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements. 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. Accordingly, the unaudited condensed consolidated financial statements exclude certain 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. 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 in this Quarterly Report. The unaudited condensed consolidated balance sheet at March 31, 2015 is derived from our audited consolidated financial statements for the fiscal year ended March 31, 2015 included in our Annual Report on Form 10-K (“Annual Report”). We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. These reclassifications did not impact previously reported amounts of equity, net income, or cash flows. These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report. Due to the seasonal nature of certain of our operations and other factors, the results of operations for interim periods are not necessarily indicative of the results of operations 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 amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. 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 assets, 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 record our commodity derivative instruments and assets and liabilities acquired in business combinations at fair value. 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. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels: · Level 1—Quoted prices 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 (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) 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 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 a fair value measurement requires judgment, considering factors specific to the asset or liability. |
Revenue Recognition | Revenue Recognition We record product sales revenues when title to the product transfers to the purchaser, which typically occurs when the purchaser receives the product. We record terminaling, transportation, storage, and service revenues when the service is performed, and we record tank and other rental revenues over the lease term. Several of our terminaling service agreements with throughput customers allow us to receive the product volume gained resulting from differences between the measurement of product volumes received and distributed at our terminaling facilities. Such differences are due to the inherent variances in measurement devices and methodology. We record revenues for the net proceeds from the sale of the product gained. Revenues for our water solutions segment are recognized when we obtain 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. We include amounts billed to customers for shipping and handling costs 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 at the same time and in contemplation of each other, we record the revenues for these transactions net of cost of sales. Revenues during the three months and nine months ended December 31, 2015 include $1.5 million and $4.4 million, respectively, 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 at the dates indicated: December 31, 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 We own noncontrolling interests in certain entities. 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 at the dates indicated: Ownership Date Acquired December 31, March 31, Entity Segment Interest or Formed 2015 2015 (in thousands) Glass Mountain (1) Crude oil logistics 50.0% December 2013 $ $ BOSTCO (2) Refined products and renewables 42.5% July 2014 Frontera (2) Refined products and renewables 50.0% July 2014 Water supply company Water solutions 35.0% June 2014 Water treatment and disposal facility Water solutions 50.0% August 2015 — Ethanol production facility Refined products and renewables 19.0% December 2013 Retail propane company Retail propane 50.0% April 2015 — Total $ $ (1) When we acquired Gavilon, LLC, (“Gavilon Energy”), we recorded the investment in Glass Mountain Pipeline, LLC (“Glass Mountain”), which owns a crude oil pipeline in Oklahoma, at fair value. Our investment in Glass Mountain exceeds our proportionate share of the historical net book value of Glass Mountain’s net assets by $75.1 million at December 31, 2015. This difference relates primarily to goodwill and customer relationships. (2) When we acquired TransMontaigne Inc. (“TransMontaigne”), we recorded the investments in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), which owns a refined products storage facility, and Frontera Brownsville LLC (“Frontera”) at fair value. On a combined basis, our investments in BOSTCO and Frontera exceed our proportionate share of the historical net book value of BOSTCO’s and Frontera’s net assets by $15.6 million at December 31, 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 reflects the other owners’ interests in these entities. As part of our acquisition of TransMontaigne on July 1, 2014, we acquired a 2% general partner interest and a 19.7% limited partner interest in TLP. We attribute net earnings allocable to TLP’s limited partners to the controlling and noncontrolling interests based on the relative ownership interests in TLP. 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 cash attributable to the period to TLP’s general partner interest and incentive distribution rights, net of adjustments for TLP’s general partner’s proportionate share of undistributed earnings. Undistributed earnings are allocated to TLP’s limited partners and TLP’s general partner interest based on their ownership percentages of 98% and 2%, respectively. See Note 17 for a discussion of the sale of the 2% general partner interest in TLP. |
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 no more than 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 5, certain acquisitions 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. |
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.” The ASU 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 do not expect the adoption of this ASU to have a material impact on our consolidated financial position or results of operations. In April 2015, the FASB issued ASU No. 2015—03, “Simplifying the Presentation of Debt Issuance Costs.” The ASU 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, when we will begin presenting debt issuance costs as a reduction to long-term debt, rather than as an intangible asset. At December 31, 2015, intangible assets on our condensed consolidated balance sheet include $17.4 million of debt issuance costs associated with our senior notes that, upon adoption of this ASU, would be reclassified as a reduction to long-term debt. The ASU requires retrospective application for all prior periods presented. At March 31, 2015, intangible assets on our condensed consolidated balance sheet include $17.8 million of debt issuance costs associated with our senior notes that, upon adoption of this ASU, will be reclassified as a reduction to long-term debt. In May 2014, the FASB issued ASU No. 2014—09, “Revenue from Contracts with Customers.” The ASU 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 Polici27
Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies | |
Schedule of supplemental cash flow information | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) Interest paid, exclusive of debt issuance costs and letter of credit fees $ $ $ $ Income taxes paid (net of income tax refunds) $ ) $ $ $ |
Schedule of inventories | December 31, 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 | Ownership Date Acquired December 31, March 31, Entity Segment Interest or Formed 2015 2015 (in thousands) Glass Mountain (1) Crude oil logistics 50.0% December 2013 $ $ BOSTCO (2) Refined products and renewables 42.5% July 2014 Frontera (2) Refined products and renewables 50.0% July 2014 Water supply company Water solutions 35.0% June 2014 Water treatment and disposal facility Water solutions 50.0% August 2015 — Ethanol production facility Refined products and renewables 19.0% December 2013 Retail propane company Retail propane 50.0% April 2015 — Total $ $ (1) When we acquired Gavilon, LLC, (“Gavilon Energy”), we recorded the investment in Glass Mountain Pipeline, LLC (“Glass Mountain”), which owns a crude oil pipeline in Oklahoma, at fair value. Our investment in Glass Mountain exceeds our proportionate share of the historical net book value of Glass Mountain’s net assets by $75.1 million at December 31, 2015. This difference relates primarily to goodwill and customer relationships. (2) When we acquired TransMontaigne Inc. (“TransMontaigne”), we recorded the investments in Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), which owns a refined products storage facility, and Frontera Brownsville LLC (“Frontera”) at fair value. On a combined basis, our investments in BOSTCO and Frontera exceed our proportionate share of the historical net book value of BOSTCO’s and Frontera’s net assets by $15.6 million at December 31, 2015. This difference relates primarily to goodwill. |
Schedule of other noncurrent assets | December 31, 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 being used 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 December 31, 2015, linefill consisted of 487,104 barrels of crude oil. |
Schedule of accrued expenses and other payables | December 31, March 31, 2015 2015 (in thousands) Accrued compensation and benefits $ $ Excise and other tax liabilities Derivative liabilities Accrued interest Product exchange liabilities Other Total $ $ |
Income (Loss) Per Common Unit (
Income (Loss) Per Common Unit (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Income (Loss) Per Common Unit | |
Schedule of income (loss) per common unit | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands, except unit and per unit amounts) Net income (loss) attributable to parent equity $ $ ) $ ) $ ) Less: Net income allocated to general partner (1) ) ) ) ) Less: Net loss allocated to subordinated unitholders (2) — — — Net income (loss) attributable to common unitholders (basic) ) ) ) Effect of dilutive securities (restricted units) ) — — — Net income (loss) attributable to common unitholders (diluted) $ $ ) $ ) $ ) Basic income (loss) per common unit $ $ ) $ ) $ ) Diluted income (loss) per common unit $ $ ) $ ) $ ) Basic weighted average common units ou t standing Diluted weighted average common units outstanding (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 12. (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 after June 30, 2014, we did not allocate any income or loss after that date to the subordinated unitholders. During the three months ended June 30, 2014, 5,919,346 subordinated units were outstanding and the loss per subordinated unit was $(0.68). |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Delaware Basin Water Solutions Facilities | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | The following table summarizes the preliminary estimates of the fair values of the assets acquired (and useful lives) and liabilities assumed (in thousands): Property, plant and equipment: Water treatment facilities and equipment (3—30 years) $ Land Goodwill Intangible asset: Customer relationships (6 years) Investments in unconsolidated entities Accrued expenses and other payables ) Fair value of net assets acquired $ |
Water Solutions Facilities - 2016 Acquisitions, Completed Acquisition Accounting | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | The following table summarizes the final calculation of the fair values of the assets acquired (and useful lives) and liabilities assumed for these water treatment and disposal facilities: 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 $ |
Water Solutions Facilities - 2016 Acquisitions, Acquisition Accounting In Process | |
Acquisitions | |
Schedule of the fair values (and useful lives) of the assets acquired and liabilities assumed | The following table summarizes the preliminary estimates of the fair values of the assets acquired (and useful lives) and liabilities assumed (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 March 31, Final 2015 Change (in thousands) Accounts receivable—trade $ $ $ — Inventories — 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 | The following table summarizes the future amortization of this liability (in thousands): Year Ending March 31, 2016 (three months) $ 2017 2018 2019 |
Bakken Water Solutions Facilities | |
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) 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 (7 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 | |
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 $ $ $ — |
Retail Propane - 2015 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 $ $ $ — |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | Estimated December 31, March 31, Description 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 $ $ |
Schedule of depreciation expense | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) $ $ $ $ |
Summary of tank bottoms | December 31, 2015 March 31, 2015 Volume Volume Product (in barrels) Value (in barrels) Value (in thousands) Gasoline $ $ Crude oil Diesel Renewables Other Total $ $ |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill | |
Schedule of goodwill by segment, including changes to goodwill | Refined Crude Oil Water Retail Products and Logistics Solutions Liquids Propane Renewables Total (in thousands) Balances at March 31, 2015 $ $ $ $ $ $ Revisions to acquisition accounting (Note 5) — ) — Acquisitions (Note 5) — — — Balances at December 31, 2015 $ $ $ $ $ $ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Intangible Assets | |
Schedule of intangible assets | December 31, 2015 March 31, 2015 Estimated Gross Carrying Accumulated Gross Carrying Accumulated Description Useful 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 1–10 years Total amortizable Non-amortizable— Customer commitments — — Rights-of-way and easements (1) — — — Trade names — — Total non-amortizable — — Total $ $ $ $ (1) As described in Note 4, we acquired land, rights-of-way, and easements along a planned pipeline route. We later acquired an undivided interest in a different crude oil pipeline with the same origin and destination points as those of our originally-planned route. We will retain the land, rights-of-way, and easements along the originally-planned route for potential future development. |
Schedule of amortization expense | Three Months Ended December 31, Nine Months Ended December 31, Recorded In 2015 2014 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 (three months) $ 2017 2018 2019 2020 Thereafter Total $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt | |
Schedule of long-term debt | December 31, 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 December 31, 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 (three 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 December 31, 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) | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under contractual commitments | The following table summarizes future minimum lease payments under these agreements at December 31, 2015 (in thousands): Year Ending March 31, 2016 (three months) $ 2017 2018 2019 2020 Thereafter Total $ |
Schedule of rental expense relating to operating leases | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) $ $ $ $ |
Schedule of future minimum throughput payments under agreements | The following table summarizes future minimum throughput payments under these agreements at December 31, 2015 (in thousands): Year Ending March 31, 2016 (three months) $ 2017 2018 2019 2020 Thereafter Total $ |
Schedule of outstanding sales and purchase contracts | The following table summarizes such commitments at December 31, 2015: Volume Value (in thousands) Purchase commitments: Natural gas liquids fixed-price (gallons) $ Natural gas liquids index-price (gallons) Crude oil fixed-price (barrels) 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) | 9 Months Ended |
Dec. 31, 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 Distributions Total Quarterly Distribution Per Common Unit Limited Partners 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 Distributions Total Quarterly Distribution Per Common Unit Limited Partners 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 Units vested and issued ) Units withheld for employee taxes ) Units forfeited ) Unvested Service Award units at December 31, 2015 |
Summary of scheduled vesting of awards | Year Ending March 31, Number of Units 2016 (three months) 2017 2018 Thereafter Unvested Service Award units at December 31, 2015 |
Summary of expense | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) $ $ $ $ |
Schedule of estimated equity-based expense to be recorded on the awards granted | The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at December 31, 2015 (in thousands), after taking into consideration estimated forfeitures of approximately 164,000 units. Year Ending March 31, 2016 (three months) $ 2017 2018 Thereafter 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 Value of units vested and issued ) Taxes paid on behalf of participants ) Balance at December 31, 2015 $ |
Performance awards | |
Equity | |
Schedule of performance measurement period for each tranche | Vesting Date of Tranche Performance Period for Tranche 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 estimated fair value for each unvested tranche | Fair Value of Vesting Date of Tranche Unvested Awards (in thousands) July 1, 2016 $ July 1, 2017 Total $ |
Summary of expense recorded for each vesting tranche | Three Months Ended Vesting Date of Tranche June 30, 2015 September 30, 2015 December 31, 2015 Total (in thousands) July 1, 2015 $ $ $ — $ July 1, 2016 ) ) July 1, 2017 ) ) Total $ $ $ ) $ |
Schedule of estimated equity-based expense to be recorded on the awards granted | The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at December 31, 2015 (in thousands), after taking into consideration estimated forfeitures. Year Ending March 31, 2016 (three months) $ 2017 2018 Total $ |
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 Value of units vested and issued ) Taxes paid on behalf of participants ) Balance at December 31, 2015 $ |
Performance awards | Maximum | |
Equity | |
Summary of scheduled vesting of awards | Maximum Performance Vesting Date of Tranche Award Units July 1, 2016 July 1, 2017 Total |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments | |
Schedule of estimated fair value measurements of assets and liabilities | December 31, 2015 March 31, 2015 Derivative Derivative Derivative Derivative Assets Liabilities 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 | December 31, 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 December 31, 2015— Cross-commodity (1) January 2016–March 2017 $ Crude oil fixed-price (2) January 2016–March 2016 ) Propane fixed-price (2) January 2016–December 2017 ) Refined products fixed-price (2) January 2016–February 2017 ) Other January 2016–December 2016 ) Net cash collateral held ) 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 (2) April 2015–December 2016 ) Refined products fixed-price (2) 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. These contracts are derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price. (2) 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. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. (3) Commodity index-price—We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different indices. These indices may vary in the commodity grade or location, or in the timing of delivery within a given month. These contracts are derivatives we have entered into as an economic hedge against the risk of one index moving relative to another index. |
Schedule of net gains from entity's commodity derivatives to cost of sales | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 (in thousands) $ $ $ $ |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair value estimates of our fixed-rate notes at December 31, 2015 (in thousands): 5.125% Notes due 2019 $ 6.875% Notes due 2021 6.650% Notes due 2022 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Segments | |
Schedule of certain information related to results of operations by segment | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 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 income $ $ $ $ (1) During the six months ended September 30, 2015, we made certain changes in the way we attribute revenues to the categories shown in the table above. These changes did not impact total revenues. We have retrospectively adjusted previously reported amounts to conform to the current presentation. |
Schedule of additions to property, plant and equipment by segment | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 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 | December 31, March 31, 2015 2015 (in thousands) Long-lived assets, net: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total $ $ Total assets: Crude oil logistics $ $ Water solutions Liquids Retail propane Refined products and renewables Corporate and other Total $ $ |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Transactions with Affiliates | |
Summary of purchase and sales transactions of products and services | Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 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 | December 31, 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 | December 31, March 31, 2015 2015 (in thousands) Payables to SemGroup $ $ Payables to equity method investees Payables to entities affiliated with management Total $ $ |
Condensed Consolidating Guara39
Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Tables) | 9 Months Ended |
Dec. 31, 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) December 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 — — — Assets held for sale — — — — 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 December 31, 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 (gain) on disposal or impairment of assets, net — — ) — Operating Income — — — OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income, net — — ) Income (Loss) Before Income Taxes ) — — INCOME TAX EXPENSE — — ) ) — ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES — — ) — Net Income — ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER ) ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS ) ) NET INCOME 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 December 31, 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 on disposal or impairment of assets, net — — — Operating Income (Loss) — — ) — OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income, net — — ) Income (Loss) Before Income Taxes ) — ) — ) INCOME TAX (EXPENSE) BENEFIT — — ) — 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) Nine Months Ended December 31, 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 (gain) on disposal or impairment of assets, net — — ) — Operating Income — — — OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income, net — — ) Income (Loss) Before Income Taxes ) — ) — ) INCOME TAX (EXPENSE) BENEFIT — — ) — EQUITY IN NET INCOME 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) Nine Months Ended December 31, 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 on disposal or impairment of assets, net — — — Operating Income (Loss) — — ) — OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — — Interest expense ) — ) ) ) Other income, net — — ) Income (Loss) Before Income Taxes ) — ) — ) INCOME TAX (EXPENSE) BENEFIT — — ) — 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 2019 notes and 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 December 31, 2015 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (1) Finance Corp. (1) Subsidiaries Subsidiaries Adjustments Consolidated Net income $ $ — $ $ $ ) $ Other comprehensive loss — — — ) — ) Comprehensive income $ $ — $ $ $ ) $ (1) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Three Months Ended December 31, 2014 NGL Energy Partners LP NGL Energy Guarantor Non-Guarantor Consolidating (Parent) (2) Finance Corp. (2) Subsidiaries Subsidiaries Adjustments Consolidated Net income (loss) $ ) $ — $ $ ) $ $ ) Other comprehensive loss — — — ) — ) Comprehensive income (loss) $ ) $ — $ $ ) $ $ ) (2) 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 Statements of Comprehensive Income (Loss) (U.S. Dollars in Thousands) Nine Months Ended December 31, 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. Nine Months Ended December 31, 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 (loss) — — ) — Comprehensive loss $ ) $ — $ ) $ ) $ $ ) (2) The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 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) Nine Months Ended December 31, 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 natural gas liquids facility — — ) — ) Payments on loan for natural gas liquids facility — — — Loan to affiliate — — ) — ) Payments on loan to affiliate — — — Net cash used in investing activities ) — ) ) ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — Payments on revolving credit facilities — — ) ) ) Proceedings from borrowings under other long-term debt — — 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 — — — ) ) Taxes paid on behalf of equity incentive plan participants — — ) — ) Common unit repurchases ) — — — ) Net changes in advances with consolidated entities — ) — Other — — ) ) ) Net cash provided by (used in) financing activities — ) Net 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) Nine Months Ended December 31, 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 — — ) ) ) Distributions of capital from unconsolidated entities — — Loan for natural gas liquids facility — — ) — ) Other — — — ) ) Net cash used in investing activities — — ) ) ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — Payments on revolving credit facilities — — ) ) ) Issuance of notes — — — 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 ) — ) — Other — — ) — ) Net cash provided by (used in) financing activities — ) Net increase 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. |
Organization and Operations (De
Organization and Operations (Details) - item | Feb. 01, 2016 | Dec. 31, 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% | ||
Ownership interest sold (as a percent) | 2.00% | ||
TLP | Limited Partner | |||
Organization and operations | |||
Ownership interest (as a percent) | 19.60% | ||
Liquids | |||
Organization and operations | |||
Number of owned terminals | 19 | ||
Retail propane | |||
Organization and operations | |||
Number of states in which entity operates | 25 |
Significant Accounting Polici41
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Dec. 31, 2015 | Dec. 31, 2015 | |
Revenue Recognition | ||
Amortization of contract liabilities to revenues | $ 1.5 | $ 4.4 |
Significant Accounting Polici42
Significant Accounting Policies - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Information | ||||
Interest paid, exclusive of debt issuance costs and letter of credit fees | $ 32,722 | $ 28,927 | $ 90,217 | $ 65,356 |
Income taxes paid (net of income tax refunds) | $ (2,838) | $ 303 | $ 1,778 | $ 2,549 |
Significant Accounting Polici43
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Inventories | ||
Crude oil | $ 81,723 | $ 145,412 |
Natural gas liquids- | ||
Propane | 65,962 | 44,535 |
Butane | 15,014 | 8,668 |
Other | 11,300 | 3,874 |
Refined products- | ||
Gasoline | 112,131 | 128,092 |
Diesel | 78,082 | 59,097 |
Renewables | 39,388 | 44,668 |
Other | 10,488 | 7,416 |
Total | $ 414,088 | $ 441,762 |
Significant Accounting Polici44
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Investments in Unconsolidated Entities | ||
Carrying Value | $ 467,559 | $ 472,673 |
Glass Mountain | ||
Investments in Unconsolidated Entities | ||
Equity method ownership interest (as a percent) | 50.00% | |
Carrying Value | $ 181,479 | 187,590 |
Fair value in excess of historical net book value | 75,100 | |
BOSTCO and Frontera | ||
Investments in Unconsolidated Entities | ||
Fair value in excess of historical net book value | $ 15,600 | |
BOSTCO | ||
Investments in Unconsolidated Entities | ||
Equity method ownership interest (as a percent) | 42.50% | |
Carrying Value | $ 236,922 | 238,146 |
Frontera | ||
Investments in Unconsolidated Entities | ||
Equity method ownership interest (as a percent) | 50.00% | |
Carrying Value | $ 17,595 | 16,927 |
Water supply company | ||
Investments in Unconsolidated Entities | ||
Equity method ownership interest (as a percent) | 35.00% | |
Carrying Value | $ 16,102 | 16,471 |
Water treatment and disposal facility | ||
Investments in Unconsolidated Entities | ||
Equity method ownership interest (as a percent) | 50.00% | |
Carrying Value | $ 2,290 | |
Ethanol production facility | ||
Investments in Unconsolidated Entities | ||
Equity method ownership interest (as a percent) | 19.00% | |
Carrying Value | $ 12,507 | $ 13,539 |
Retail propane company | ||
Investments in Unconsolidated Entities | ||
Equity method ownership interest (as a percent) | 50.00% | |
Carrying Value | $ 664 |
Significant Accounting Polici45
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | Dec. 31, 2015USD ($)bbl | Mar. 31, 2015USD ($) |
Other Noncurrent Assets | ||
Loan receivable | $ 52,154 | $ 58,050 |
Linefill | 35,060 | 35,060 |
Other | 18,872 | 19,727 |
Total | $ 106,086 | $ 112,837 |
Linefill volume | bbl | 487,104 |
Significant Accounting Polici46
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Accrued Expenses and Other Payables | ||
Accrued compensation and benefits | $ 41,425 | $ 52,078 |
Excise and other tax liabilities | 49,217 | 43,847 |
Derivative liabilities | 30,739 | 27,950 |
Accrued interest | 19,730 | 23,065 |
Product exchange liabilities | 21,317 | 15,480 |
Other | 30,867 | 32,696 |
Total | $ 193,295 | $ 195,116 |
Significant Accounting Polici47
Significant Accounting Policies - Noncontrolling Interest (Details) | Feb. 01, 2016 | Jul. 01, 2014 | Dec. 31, 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 | ||||
Limited partners, interest (as a percent) | 98.00% | |||
General partner interest (as a percent) | 2.00% | |||
General Partner | TLP | ||||
Noncontrolling Interests | ||||
Ownership interest acquired (as a percent) | 2.00% | |||
Ownership interest sold (as a percent) | 2.00% | |||
Limited Partner | TLP | ||||
Noncontrolling Interests | ||||
Ownership interest acquired (as a percent) | 19.70% |
Significant Accounting Polici48
Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Mar. 31, 2015 |
New Accounting Pronouncements and Changes in Accounting Principles | ||
Debt issuance costs at reporting date | $ 17.4 | $ 17.8 |
Income (Loss) Per Common Unit49
Income (Loss) Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (Loss) Per Common Unit | |||||
Net income (loss) attributable to parent equity | $ 23,481 | $ (10,918) | $ (45,963) | $ (70,117) | |
Less: Net income allocated to general partner | (16,217) | (11,783) | (47,742) | (32,220) | |
Net income (loss) allocated to limited partners | 7,264 | (22,701) | (93,705) | (102,337) | |
Effect of dilutive securities (restricted units) | (3,967) | ||||
Net income (loss) attributable to common unitholders (diluted) | $ 3,297 | $ (22,701) | $ (93,705) | $ (98,324) | |
Basic income (loss) per common unit (in dollars per unit) | $ 0.07 | $ (0.26) | $ (0.89) | $ (1.17) | |
Diluted income (loss) per common unit (in dollars per unit) | $ 0.03 | $ (0.26) | $ (0.89) | $ (1.17) | |
Basic weighted average common units outstanding (in units) | 105,338,200 | 88,545,764 | 104,808,649 | 83,702,571 | |
Diluted weighted average common units outstanding (in units) | 106,194,547 | 88,545,764 | 104,808,649 | 83,702,571 | |
Common Units | |||||
Income (Loss) Per Common Unit | |||||
Net income (loss) allocated to limited partners | $ 7,264 | $ (22,701) | $ (93,705) | $ (98,324) | |
Basic weighted average common units outstanding (in units) | 105,338,200 | 88,545,764 | 104,808,649 | 83,702,571 | |
Restricted units considered dilutive | 856,347 | ||||
Subordinated Units | |||||
Income (Loss) Per Common Unit | |||||
Net income (loss) allocated to limited partners | $ 4,013 | ||||
Basic and diluted weighted average units outstanding (in units) | 5,919,346 | ||||
Basic and diluted income (loss) per unit (in dollars per unit) | $ (0.68) |
Grand Mesa Pipeline (Details)
Grand Mesa Pipeline (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2015bbl | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2015USD ($) | |
Grand Mesa Pipeline | ||||||
Cost | $ 2,278,158 | $ 2,278,158 | $ 1,820,348 | |||
Payment made | 302,242 | $ 120,793 | 606,444 | $ 781,302 | ||
Costs reclassified to intangible assets | 379,616 | 379,616 | $ 332,620 | |||
Rights-of-way and easements | ||||||
Grand Mesa Pipeline | ||||||
Costs reclassified to intangible assets | 46,996 | 46,996 | ||||
Rights-of-way and easements | Grand Mesa Pipeline | ||||||
Grand Mesa Pipeline | ||||||
Costs reclassified to intangible assets | 47,000 | 47,000 | ||||
Joint Pipeline | Grand Mesa Pipeline | ||||||
Grand Mesa Pipeline | ||||||
Interest acquired in a crude oil pipeline | 37.50% | |||||
Number of barrels per day that can be utilized | bbl | 150,000 | |||||
Payment made | 125,000 | |||||
Pipe | Grand Mesa Pipeline | ||||||
Grand Mesa Pipeline | ||||||
Cost | $ 87,400 | $ 87,400 |
Acquisitions - Delaware Basin W
Acquisitions - Delaware Basin Water Solutions Facilities (Details) $ in Thousands | Aug. 24, 2015USD ($)item | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) |
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 1,522,644 | $ 1,402,761 | |
Delaware Basin Water Solutions Facilities | |||
Acquisitions | |||
Cash paid | $ 50,000 | ||
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | 12,776 | ||
Investments in unconsolidated entities | 2,290 | ||
Accrued expenses and other payables | (116) | ||
Fair value of net assets acquired | 50,000 | ||
Delaware Basin Water Solutions Facilities | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 18,650 | ||
Delaware Basin Water Solutions Facilities | Land | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | 400 | ||
Delaware Basin Water Solutions Facilities | Customer relationships | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Intangible assets | $ 16,000 | ||
Useful life of intangible assets | 6 years | ||
Four saltwater disposal facilities | |||
Acquisitions | |||
Number of businesses acquired | item | 4 | ||
A saltwater disposal facility | |||
Acquisitions | |||
Ownership interest acquired (as a percent) | 50.00% | ||
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 | Delaware Basin Water Solutions Facilities | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
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 | Delaware Basin Water Solutions Facilities | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 30 years |
Acquisitions - Water Solutions
Acquisitions - Water Solutions Facilities (Details) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015USD ($)itemshares | Mar. 31, 2015USD ($) | |
Estimated fair values of the assets acquired and liabilities assumed | ||
Goodwill | $ 1,522,644 | $ 1,402,761 |
Water Solutions Facilities - 2016 Acquisitions | ||
Acquisitions | ||
Cash paid | 120,000 | |
Value of common units issued | $ 18,100 | |
Water Solutions Facilities - 2016 Acquisitions | Common Units | ||
Acquisitions | ||
Common units issued | shares | 781,255 | |
12 water treatment and disposal facilities | ||
Acquisitions | ||
Number of businesses acquired | item | 12 | |
Additional water solutions facility acquired in 2016 | ||
Acquisitions | ||
Number of businesses acquired | item | 1 | |
Water Solutions Facilities - 2016 Acquisitions, Completed Acquisition Accounting | ||
Acquisitions | ||
Number of business combinations for which acquisition accounting is completed | item | 6 | |
Estimated fair values of the assets acquired and liabilities assumed | ||
Goodwill | $ 43,252 | |
Accrued expenses and other payables | (102) | |
Other noncurrent liabilities | (174) | |
Fair value of net assets acquired | 75,672 | |
Water Solutions Facilities - 2016 Acquisitions, Completed Acquisition Accounting | Water treatment facilities and equipment | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 25,099 | |
Water Solutions Facilities - 2016 Acquisitions, Completed Acquisition Accounting | Buildings and leasehold improvements | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 6,495 | |
Water Solutions Facilities - 2016 Acquisitions, Completed Acquisition Accounting | Land | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 1,070 | |
Water Solutions Facilities - 2016 Acquisitions, Completed Acquisition Accounting | Other | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | $ 32 | |
Useful life of property, plant and equipment | 5 years | |
Water Solutions Facilities - 2016 Acquisitions, Acquisition Accounting In Process | ||
Acquisitions | ||
Number of business combinations for which acquisition accounting remains to be completed | item | 7 | |
Estimated fair values of the assets acquired and liabilities assumed | ||
Goodwill | $ 28,484 | |
Accrued expenses and other payables | (4,000) | |
Other noncurrent liabilities | (198) | |
Fair value of net assets acquired | 62,428 | |
Water Solutions Facilities - 2016 Acquisitions, Acquisition Accounting In Process | Water treatment facilities and equipment | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 32,776 | |
Water Solutions Facilities - 2016 Acquisitions, Acquisition Accounting In Process | Buildings and leasehold improvements | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 4,802 | |
Water Solutions Facilities - 2016 Acquisitions, Acquisition Accounting In Process | Land | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 544 | |
Water Solutions Facilities - 2016 Acquisitions, Acquisition Accounting In Process | Other | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | $ 20 | |
Useful life of property, plant and equipment | 5 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 | Other | ||
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, Completed Acquisition Accounting | 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, Completed Acquisition Accounting | Buildings and leasehold improvements | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 7 years | |
Minimum | Water Solutions Facilities - 2016 Acquisitions, Acquisition Accounting In Process | 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, Acquisition Accounting In Process | Buildings and leasehold improvements | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 7 years | |
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 | Other | ||
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, Completed Acquisition Accounting | 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, Completed Acquisition Accounting | Buildings and leasehold improvements | ||
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, Acquisition Accounting In Process | 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, Acquisition Accounting In Process | Buildings and leasehold improvements | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 30 years |
Acquisitions Retail Propane Bus
Acquisitions Retail Propane Businesses (Details) - Retail Propane Businesses - 2016 Acquisitions $ in Millions | 9 Months Ended |
Dec. 31, 2015USD ($)itemshares | |
Acquisitions | |
Number of businesses acquired | item | 5 |
Cash paid | $ 17.4 |
Common units issued | shares | 52,199 |
Value of common units issued | $ 1 |
Acquisitions - Natural Gas Liqu
Acquisitions - Natural Gas Liquids Storage Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Feb. 28, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | |
Estimated fair values of the assets acquired and liabilities assumed | ||||
Goodwill | $ 1,522,644 | $ 1,522,644 | $ 1,402,761 | |
Change | ||||
Goodwill | 30,462 | |||
Consideration paid for acquisition | ||||
Amortization of contract liabilities to revenues | 1,500 | $ 4,400 | ||
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 | |||
Other | Minimum | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Useful life of property, plant and equipment | 3 years | |||
Other | Maximum | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Useful life of property, plant and equipment | 30 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 | 42 | |
Inventories | 263 | 263 | ||
Prepaid expenses and other current assets | 843 | 843 | 600 | |
Goodwill | 183,096 | 183,096 | 151,853 | |
Accounts payable - trade | (931) | (931) | (931) | |
Accrued expenses and other payables | (6,774) | (6,774) | (6,511) | |
Advance payments received from customers | (1,015) | (1,015) | (1,015) | |
Other noncurrent liabilities | (6,817) | (6,817) | (6,817) | |
Fair value of net assets acquired | 316,126 | 316,126 | 316,126 | |
Change | ||||
Inventories | 263 | |||
Prepaid expenses and other current assets | 243 | |||
Goodwill | 31,243 | |||
Accrued expenses and other payables | (263) | |||
Natural Gas Liquids Storage | Crude oil storage lease commitments | ||||
Consideration paid for acquisition | ||||
Liability recorded in the acquisition accounting | 12,800 | 12,800 | ||
Amortization of contract liabilities to revenues | 4,400 | |||
Future amortization | ||||
2016 (three months) | 1,452 | |||
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 | 61,500 | $ 61,500 | 85,000 | |
Useful life of intangible assets | 15 years | |||
Change | ||||
Intangible assets | $ (23,500) | |||
Natural Gas Liquids Storage | Non-compete agreements | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Intangible assets | 5,100 | $ 5,100 | 12,000 | |
Useful life of intangible assets | 10 years | |||
Change | ||||
Intangible assets | $ (6,900) | |||
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 | 61,130 | 61,130 | 62,205 | |
Change | ||||
Property, plant and equipment | $ (1,075) | |||
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 | 78 | $ 78 | 75 | |
Change | ||||
Property, plant and equipment | $ 3 | |||
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 | 69 | $ 69 | 68 | |
Change | ||||
Property, plant and equipment | 1 | |||
Natural Gas Liquids Storage | Other | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | 17 | 17 | 32 | |
Change | ||||
Property, plant and equipment | (15) | |||
Natural Gas Liquids Storage | Construction in progress | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Property, plant and equipment | $ 19,525 | $ 19,525 | $ 19,525 | |
Common Units | Natural Gas Liquids Storage | ||||
Acquisitions | ||||
Common units issued | 7,396,973 |
Acquisitions - Bakken Water Sol
Acquisitions - Bakken Water Solutions Facilities (Details) $ in Thousands | Nov. 21, 2014USD ($)item | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) |
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 1,522,644 | $ 1,402,761 | |
Change | |||
Goodwill | $ 30,462 | ||
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 Water Solutions Facilities | |||
Acquisitions | |||
Number of businesses acquired | item | 2 | ||
Cash paid | $ 34,600 | ||
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 4,421 | 6,560 | |
Other noncurrent assets | 75 | ||
Other noncurrent liabilities | (304) | (68) | |
Fair value of net assets acquired | 34,600 | 34,600 | |
Change | |||
Goodwill | (2,139) | ||
Other noncurrent assets | 75 | ||
Other noncurrent liabilities | (236) | ||
Bakken Water Solutions Facilities | Customer relationships | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Intangible assets | $ 24,300 | 22,000 | |
Useful life of intangible assets | 7 years | ||
Change | |||
Intangible assets | $ 2,300 | ||
Bakken 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 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 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 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 Water Solutions Facilities | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 130 | 130 | |
Bakken 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 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 Water Solutions Facilities | Land | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 100 | $ 100 |
Acquisitions - TransMontaigne I
Acquisitions - TransMontaigne Inc. (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Jul. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 |
Acquisitions | |||||
Purchase price, net of cash acquired | $ 187,356 | $ 1,114,045 | |||
Estimated fair values of the assets acquired and liabilities assumed | |||||
Goodwill | 1,522,644 | $ 1,402,761 | |||
Change | |||||
Goodwill | $ 30,462 | ||||
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 progress | |||||
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% | ||||
TLP | General Partner | |||||
Acquisitions | |||||
Ownership interest sold (as a percent) | 2.00% | ||||
TLP | Limited Partner | TransMontaigne | |||||
Acquisitions | |||||
Ownership interest acquired (as a percent) | 19.70% |
Acquisitions - Water Solution57
Acquisitions - Water Solutions Facilities (Details)) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jul. 31, 2014USD ($)itemshares | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($)item | |
Estimated fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 1,522,644 | $ 1,402,761 | |
Change | |||
Goodwill | $ 30,462 | ||
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 | ||
Other | Minimum | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Useful life of property, plant and equipment | 3 years | ||
Other | 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 | |||
Acquisitions | |||
Number of businesses acquired | item | 17 | ||
Cash paid | $ 190,000 | ||
Value of common units issued | $ 37,800 | ||
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 | 132,033 | 132,770 | |
Other noncurrent assets | 50 | 50 | |
Accounts payable - trade | (58) | (58) | |
Accrued expenses and other payables | (3,092) | (3,092) | |
Other noncurrent liabilities | (582) | (582) | |
Noncontrolling interest | (5,775) | (5,775) | |
Fair value of net assets acquired | 227,761 | 227,761 | |
Change | |||
Goodwill | (737) | ||
Water Solutions Facilities - 2015 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 | Water treatment facilities and equipment | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 79,982 | 79,706 | |
Change | |||
Property, plant and equipment | $ 276 | ||
Water Solutions Facilities - 2015 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 | 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 | Buildings and leasehold improvements | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 10,690 | 10,250 | |
Change | |||
Property, plant and equipment | $ 440 | ||
Water Solutions Facilities - 2015 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 | 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 | Land | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 3,127 | 3,109 | |
Change | |||
Property, plant and equipment | 18 | ||
Water Solutions Facilities - 2015 Acquisitions | Other | |||
Estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 132 | $ 129 | |
Useful life of property, plant and equipment | 5 years | ||
Change | |||
Property, plant and equipment | $ 3 | ||
16 Water solutions facilities | |||
Acquisitions | |||
Number of businesses acquired | item | 16 | ||
Additional water solutions facility, 2015 | |||
Acquisitions | |||
Number of businesses acquired | item | 1 | ||
Ownership interest acquired (as a percent) | 75.00% | ||
Common Units | Water Solutions Facilities - 2015 Acquisitions | |||
Acquisitions | |||
Common units issued | shares | 1,322,032 |
Acquisitions - Retail Propane B
Acquisitions - Retail Propane Businesses (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($)itemshares | |
Estimated fair values of the assets acquired and liabilities assumed | ||
Goodwill | $ 1,522,644 | $ 1,402,761 |
Change | ||
Goodwill | 30,462 | |
Retail Propane - 2015 Acquisitions | ||
Acquisitions | ||
Number of businesses acquired | item | 8 | |
Cash paid | $ 39,100 | |
Estimated fair values of the assets acquired and liabilities assumed | ||
Accounts receivable - trade | 2,237 | 2,237 |
Inventories | 771 | 771 |
Prepaid expenses and other current assets | 110 | 110 |
Goodwill | 8,097 | 8,097 |
Accounts payable - trade | (1,523) | (1,921) |
Advance payments received from customers | (1,750) | (1,750) |
Current maturities of long-term debt | (78) | (78) |
Long-term debt, net of current maturities | (760) | (760) |
Fair value of net assets acquired | 42,783 | 42,783 |
Change | ||
Accounts payable - trade | (398) | |
Retail propane equipment | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 13,177 | 13,177 |
Vehicles and railcars | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 2,332 | 2,332 |
Buildings and leasehold improvements | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | $ 534 | 784 |
Useful life of property, plant and equipment | 30 years | |
Change | ||
Property, plant and equipment | $ (250) | |
Land | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 505 | 655 |
Change | ||
Property, plant and equipment | (150) | |
Other | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Property, plant and equipment | 118 | 116 |
Change | ||
Property, plant and equipment | $ 2 | |
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
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 | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of property, plant and equipment | 30 years | |
Maximum | Other | Retail Propane - 2015 Acquisitions | ||
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 | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 17,563 | 17,563 |
Customer relationships | Minimum | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 10 years | |
Customer relationships | Maximum | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 15 years | |
Non-compete agreements | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 500 | 500 |
Non-compete agreements | Minimum | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 5 years | |
Non-compete agreements | Maximum | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 7 years | |
Trade names | Retail Propane - 2015 Acquisitions | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Intangible assets | $ 950 | $ 950 |
Trade names | Minimum | Retail Propane - 2015 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 | ||
Estimated fair values of the assets acquired and liabilities assumed | ||
Useful life of intangible assets | 12 years | |
Common Units | Retail Propane - 2015 Acquisitions | ||
Acquisitions | ||
Common units issued | shares | 132,100 | |
Value of common units issued | $ 3,700 |
Property, Plant and Equipment59
Property, Plant and Equipment (Details) bbl in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015USD ($)bbl | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)bbl | Dec. 31, 2014USD ($) | Mar. 31, 2015USD ($)bbl | |
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 2,278,158 | $ 2,278,158 | $ 1,820,348 | ||
Accumulated depreciation | (305,233) | (305,233) | (202,959) | ||
Net property, plant and equipment | 1,972,925 | 1,972,925 | 1,617,389 | ||
Depreciation expense | 35,443 | $ 29,723 | 105,707 | $ 76,593 | |
Natural gas liquids terminal and storage assets | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | 125,579 | $ 125,579 | 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 | 444,087 | $ 444,087 | 403,609 | ||
Retail propane equipment | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | 195,604 | $ 195,604 | 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 | 192,394 | $ 192,394 | 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 | 453,345 | $ 453,345 | 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 | 131,159 | $ 131,159 | 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 towboats | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | 79,113 | $ 79,113 | 59,848 | ||
Barges and towboats | Minimum | |||||
Property, Plant and Equipment | |||||
Useful life | 5 years | ||||
Barges and towboats | Maximum | |||||
Property, Plant and Equipment | |||||
Useful life | 40 years | ||||
Information technology equipment | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | 42,082 | $ 42,082 | 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 | 125,580 | $ 125,580 | 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 | 104,059 | $ 104,059 | 107,098 | ||
Tank bottoms | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | 63,566 | 63,566 | 62,656 | ||
Tank bottoms | Gasoline | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 26,906 | $ 26,906 | $ 25,710 | ||
Volume of property, plant and equipment | bbl | 230 | 230 | 219 | ||
Tank bottoms | Crude oil | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 19,349 | $ 19,349 | $ 16,835 | ||
Volume of property, plant and equipment | bbl | 231 | 231 | 184 | ||
Tank bottoms | Diesel | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 13,697 | $ 13,697 | $ 15,153 | ||
Volume of property, plant and equipment | bbl | 113 | 113 | 124 | ||
Tank bottoms | Renewables | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 2,906 | $ 2,906 | $ 4,220 | ||
Volume of property, plant and equipment | bbl | 28 | 28 | 41 | ||
Tank bottoms | Other | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 708 | $ 708 | $ 738 | ||
Volume of property, plant and equipment | bbl | 12 | 12 | 12 | ||
Other | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 25,851 | $ 25,851 | $ 34,415 | ||
Other | Minimum | |||||
Property, Plant and Equipment | |||||
Useful life | 3 years | ||||
Other | Maximum | |||||
Property, Plant and Equipment | |||||
Useful life | 30 years | ||||
Construction in progress | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 295,739 | $ 295,739 | $ 96,922 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill | |
Goodwill at the beginning of the period | $ 1,402,761 |
Revisions to acquisition accounting (Note 5) | 30,462 |
Acquisitions (Note 5) | 89,421 |
Goodwill at the end of the period | 1,522,644 |
Crude oil logistics | |
Goodwill | |
Goodwill at the beginning of the period | 579,846 |
Goodwill at the end of the period | 579,846 |
Water solutions | |
Goodwill | |
Goodwill at the beginning of the period | 401,656 |
Revisions to acquisition accounting (Note 5) | (2,876) |
Acquisitions (Note 5) | 84,512 |
Goodwill at the end of the period | 483,292 |
Liquids | |
Goodwill | |
Goodwill at the beginning of the period | 234,803 |
Revisions to acquisition accounting (Note 5) | 31,243 |
Goodwill at the end of the period | 266,046 |
Retail propane | |
Goodwill | |
Goodwill at the beginning of the period | 122,382 |
Acquisitions (Note 5) | 4,909 |
Goodwill at the end of the period | 127,291 |
Refined products and renewables | |
Goodwill | |
Goodwill at the beginning of the period | 64,074 |
Revisions to acquisition accounting (Note 5) | 2,095 |
Goodwill at the end of the period | $ 66,169 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Amortizable | ||
Weighted average remaining amortization period | 12 years | |
Gross Carrying Amount | $ 1,168,715 | $ 1,176,240 |
Accumulated Amortization | 305,891 | 220,517 |
Non-Amortizable | ||
Total non-amortizable | 379,616 | 332,620 |
Gross carrying amount of intangible assets | 1,548,331 | 1,508,860 |
Rights-of-way and easements | ||
Non-Amortizable | ||
Total non-amortizable | 46,996 | |
Trade names | ||
Non-Amortizable | ||
Total non-amortizable | 22,620 | 22,620 |
Customer relationships | ||
Amortizable | ||
Gross Carrying Amount | 910,618 | 921,418 |
Accumulated Amortization | $ 220,422 | 159,215 |
Customer relationships | Minimum | ||
Amortizable | ||
Useful Lives | 3 years | |
Customer relationships | Maximum | ||
Amortizable | ||
Useful Lives | 20 years | |
Pipeline capacity rights | ||
Amortizable | ||
Useful Lives | 30 years | |
Gross Carrying Amount | $ 119,636 | 119,636 |
Accumulated Amortization | $ 5,562 | 2,571 |
Water facility development agreement | ||
Amortizable | ||
Useful Lives | 5 years | |
Gross Carrying Amount | $ 14,000 | 14,000 |
Accumulated Amortization | 7,000 | 4,900 |
Executory contracts and other agreements | ||
Amortizable | ||
Gross Carrying Amount | 23,920 | 23,920 |
Accumulated Amortization | $ 20,471 | 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 | $ 20,253 | 26,662 |
Accumulated Amortization | $ 13,152 | 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 | $ 11,610 | 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 | $ 64,849 | 55,165 |
Accumulated Amortization | $ 27,674 | $ 17,467 |
Debt issuance costs | Minimum | ||
Amortizable | ||
Useful Lives | 1 year | |
Debt issuance costs | Maximum | ||
Amortizable | ||
Useful Lives | 10 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amortization related to intangible assets | ||||
Amortization expense | $ 31,087 | $ 24,881 | $ 85,374 | $ 75,635 |
Future amortization expense of intangible assets | ||||
2016 (three months) | 26,679 | 26,679 | ||
2,017 | 103,418 | 103,418 | ||
2,018 | 99,320 | 99,320 | ||
2,019 | 89,360 | 89,360 | ||
2,020 | 81,980 | 81,980 | ||
Thereafter | 462,067 | 462,067 | ||
Total | 862,824 | 862,824 | ||
Depreciation and amortization | ||||
Amortization related to intangible assets | ||||
Amortization expense | 23,737 | 20,612 | 70,065 | 63,216 |
Cost of sales | ||||
Amortization related to intangible assets | ||||
Amortization expense | 1,701 | 1,818 | 5,102 | 5,939 |
Interest expense | ||||
Amortization related to intangible assets | ||||
Amortization expense | $ 5,649 | $ 2,451 | $ 10,207 | $ 6,480 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 09, 2014USD ($) | Mar. 31, 2014USD ($) | Oct. 16, 2013USD ($) | Jun. 19, 2012USD ($) | |
Long-Term Debt | ||||||||
Total debt | $ 3,331,092 | $ 3,331,092 | $ 2,749,771 | |||||
Less - current maturities | 7,600 | 7,600 | 4,472 | |||||
Long-term debt | 3,323,492 | 3,323,492 | 2,745,299 | |||||
Summary of assets and liabilities | ||||||||
Cash and cash equivalents | 25,179 | 25,179 | 41,303 | $ 30,556 | $ 10,440 | |||
Accounts receivable-trade | 581,621 | 581,621 | 1,024,226 | |||||
Accounts receivable - affiliates | 3,812 | 3,812 | 17,198 | |||||
Inventories | 414,088 | 414,088 | 441,762 | |||||
Prepaid expenses and other current assets | 117,476 | 117,476 | 120,855 | |||||
Property, plant and equipment, net | 1,972,925 | 1,972,925 | 1,617,389 | |||||
Goodwill | 1,522,644 | 1,522,644 | 1,402,761 | |||||
Intangible assets, net | 1,242,440 | 1,242,440 | 1,288,343 | |||||
Investments in unconsolidated entities | 467,559 | 467,559 | 472,673 | |||||
Other noncurrent assets | 106,086 | 106,086 | 112,837 | |||||
Accounts payable - trade | (511,309) | (511,309) | (833,380) | |||||
Accounts payable - affiliates | (11,042) | (11,042) | (25,794) | |||||
Accrued expenses and other payables | (193,295) | (193,295) | (195,116) | |||||
Advance payments received from customers | (73,662) | (73,662) | (54,234) | |||||
Long-term debt | (3,323,492) | (3,323,492) | (2,745,299) | |||||
Other noncurrent liabilities | (13,232) | (13,232) | (16,086) | |||||
TLP | ||||||||
Long-Term Debt | ||||||||
Long-term debt | 248,000 | 248,000 | ||||||
Summary of assets and liabilities | ||||||||
Cash and cash equivalents | 681 | 681 | ||||||
Accounts receivable-trade | 5,974 | 5,974 | ||||||
Accounts receivable - affiliates | 515 | 515 | ||||||
Inventories | 1,411 | 1,411 | ||||||
Prepaid expenses and other current assets | 999 | 999 | ||||||
Property, plant and equipment, net | 474,331 | 474,331 | ||||||
Goodwill | 30,169 | 30,169 | ||||||
Intangible assets, net | 60,409 | 60,409 | ||||||
Investments in unconsolidated entities | 254,516 | 254,516 | ||||||
Other noncurrent assets | 674 | 674 | ||||||
Accounts payable - trade | (7,895) | (7,895) | ||||||
Accounts payable - affiliates | (153) | (153) | ||||||
Net intercompany payable | (1,632) | (1,632) | ||||||
Accrued expenses and other payables | (8,584) | (8,584) | ||||||
Advance payments received from customers | (151) | (151) | ||||||
Long-term debt | (248,000) | (248,000) | ||||||
Other noncurrent liabilities | (2,731) | (2,731) | ||||||
Net assets | 560,533 | 560,533 | ||||||
TLP | Letters of credit | ||||||||
Long-Term Debt | ||||||||
Outstanding letters of credit | 0 | 0 | ||||||
TLP | Credit Facility | ||||||||
Long-Term Debt | ||||||||
Total debt | 248,000 | 248,000 | 250,000 | |||||
Maximum borrowing capacity | 400,000 | 400,000 | ||||||
Outstanding cash borrowings | $ 248,000 | $ 248,000 | ||||||
Weighted average interest rate | 2.90% | 2.90% | ||||||
Consolidated EBITDA | 4.75 | |||||||
TLP | Credit Facility | Minimum | ||||||||
Long-Term Debt | ||||||||
Commitments fees charged on unused capacity (as a percent) | 0.375% | |||||||
Interest coverage ratio | 3 | |||||||
TLP | Credit Facility | Maximum | ||||||||
Long-Term Debt | ||||||||
Commitments fees charged on unused capacity (as a percent) | 0.50% | |||||||
Leverage ratio | 4.75 | |||||||
Acquisitions that can be made as percentage of consolidated net tangible assets and permitted JV investments | 5.00% | |||||||
Permitted JV investments | $ 125,000 | $ 125,000 | ||||||
Leverage ratio, in the event of issuance of senior unsecured notes | 3.75 | |||||||
TLP | Credit Facility | Alternate base rate | Minimum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 1.00% | |||||||
TLP | Credit Facility | Alternate base rate | Maximum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 2.00% | |||||||
TLP | Credit Facility | LIBOR option | Minimum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 2.00% | |||||||
TLP | Credit Facility | LIBOR option | Maximum | ||||||||
Long-Term Debt | ||||||||
Interest rate margin added to variable rate base (as a percent) | 3.00% | |||||||
Revolving Credit Facility | ||||||||
Long-Term Debt | ||||||||
Maximum borrowing capacity | 2,474,000 | $ 2,474,000 | ||||||
Increased borrowing capacity with the exercise of accordion feature | $ 150,000 | $ 150,000 | ||||||
Actual leverage ratio | 4 | |||||||
Actual interest coverage ratio | 5.6 | |||||||
Interest rate (as a percent) | 2.68% | 2.68% | ||||||
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 | 4.50 | |||||||
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) | 2.25% | |||||||
Reference rate (as a percent) | 0.43% | |||||||
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 | $ 1,317,000 | $ 1,317,000 | 702,500 | |||||
Maximum borrowing capacity | 1,436,000 | 1,436,000 | ||||||
Outstanding cash borrowings | 1,317,000 | 1,317,000 | ||||||
Revolving Credit Facility | Working Capital Facility | ||||||||
Long-Term Debt | ||||||||
Total debt | 603,500 | 603,500 | 688,000 | |||||
Maximum borrowing capacity | 1,038,000 | 1,038,000 | ||||||
Outstanding cash borrowings | 603,500 | 603,500 | ||||||
Outstanding letters of credit | $ 117,100 | $ 117,100 | ||||||
Revolving Credit Facility | Letters of credit | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate (as a percent) | 2.50% | 2.50% | ||||||
5.125% Senior Notes due 2019 | ||||||||
Long-Term Debt | ||||||||
Total debt | $ 400,000 | $ 400,000 | 400,000 | |||||
Fixed interest rate (as a percent) | 5.125% | 5.125% | 5.125% | |||||
Debt issued | $ 400,000 | |||||||
6.875% Notes due 2021 | ||||||||
Long-Term Debt | ||||||||
Total debt | $ 450,000 | $ 450,000 | 450,000 | |||||
Fixed interest rate (as a percent) | 6.875% | 6.875% | 6.875% | |||||
Debt issued | $ 450,000 | |||||||
6.650% Notes due 2022 | ||||||||
Long-Term Debt | ||||||||
Total debt | $ 250,000 | $ 250,000 | 250,000 | |||||
Fixed interest rate (as a percent) | 6.65% | 6.65% | ||||||
2022 Notes | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate (as a percent) | 6.65% | |||||||
Debt issued | $ 250,000 | |||||||
Repayments in semi-annual installments | $ 25,000 | |||||||
Additional interest rate if leverage ratio exceeds 4.25 to 1( as a percent) | 0.50% | |||||||
Leverage ratio in excess of which additional interest is paid (as a percent) | 4.25 | 4.25 | ||||||
2022 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 | $ 62,592 | $ 62,592 | $ 9,271 | |||||
Other long-term debt | Minimum | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate (as a percent) | 2.06% | 2.06% | ||||||
Other long-term debt | Maximum | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate (as a percent) | 8.60% | 8.60% |
Long-Term Debt - Maturity Sched
Long-Term Debt - Maturity Schedule (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Maturities | |
2016 (three months) | $ 1,016 |
2,017 | 7,263 |
2,018 | 32,056 |
2,019 | 2,225,081 |
2,020 | 455,959 |
Thereafter | 609,717 |
Total long-term debt | 3,331,092 |
TLP | Credit Facility | |
Maturities | |
2,019 | 248,000 |
Total long-term debt | 248,000 |
Revolving Credit Facility | |
Maturities | |
2,019 | 1,920,500 |
Total long-term debt | 1,920,500 |
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 (three months) | 1,016 |
2,017 | 7,263 |
2,018 | 7,056 |
2,019 | 6,581 |
2,020 | 5,959 |
Thereafter | 34,717 |
Total long-term debt | $ 62,592 |
Commitments and Contingencies -
Commitments and Contingencies - Environmental Matters (Details) $ in Millions | Dec. 31, 2015USD ($) |
Environmental matter | |
Environmental matters | $ 3.6 |
Commitments and Contingencies66
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Millions | Dec. 31, 2015USD ($) |
Asset Retirement Obligation | |
Asset retirement obligations | $ 5 |
Commitments and Contingencies67
Commitments and Contingencies -Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Future minimum lease payments | ||||
2016 (three months) | $ 28,264 | $ 28,264 | ||
2,017 | 100,606 | 100,606 | ||
2,018 | 85,570 | 85,570 | ||
2,019 | 61,645 | 61,645 | ||
2,020 | 52,043 | 52,043 | ||
Thereafter | 115,311 | 115,311 | ||
Total | 443,439 | 443,439 | ||
Rental expense | $ 25,548 | $ 36,767 | $ 92,623 | $ 91,400 |
Commitments and Contingencies68
Commitments and Contingencies - Pipeline Capacity Agreements (Details) - Pipeline Capacity Agreements $ in Thousands | Dec. 31, 2015USD ($) |
Future minimum throughput payments | |
2016 (three months) | $ 14,156 |
2,017 | 56,684 |
2,018 | 56,770 |
2,019 | 55,978 |
2,020 | 46,146 |
Thereafter | 90,972 |
Total | $ 320,706 |
Commitments and Contingencies69
Commitments and Contingencies - Sales and Purchase Contracts (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Dec. 31, 2015USD ($)galbbl |
Prepaid expenses and other current assets | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Net asset (liability) | $ 41,300 |
Accrued expenses and other payables | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Net asset (liability) | $ 30,000 |
Natural gas liquids | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Fixed-price purchase commitments (in gallons/barrels) | gal | 25,653 |
Index-price purchase commitments (in gallons/barrels) | gal | 406,147 |
Fixed-price sale commitments (in gallons/barrels) | gal | 146,488 |
Index-price sale commitments (in gallons/barrels) | gal | 267,468 |
Fixed-price purchase commitments | $ 14,506 |
Index-price purchase commitments | 167,396 |
Fixed-price sale commitments | 102,610 |
Index-price sale commitments | $ 175,650 |
Crude oil | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Fixed-price purchase commitments (in gallons/barrels) | bbl | 1,075 |
Index-price purchase commitments (in gallons/barrels) | bbl | 21,371 |
Fixed-price sale commitments (in gallons/barrels) | bbl | 2,093 |
Index-price sale commitments (in gallons/barrels) | bbl | 21,331 |
Fixed-price purchase commitments | $ 46,195 |
Index-price purchase commitments | 546,299 |
Fixed-price sale commitments | 95,902 |
Index-price sale commitments | $ 658,906 |
Equity - Partnership Equity (De
Equity - Partnership Equity (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Mar. 31, 2015 | |
Equity | ||
General partner interest (as a percent) | 0.10% | 0.10% |
Limited partner interest (as a percent) | 99.90% | 99.90% |
Common Units | ||
Equity | ||
Common units issued | 833,454 | |
Value of common units | $ 19.1 |
Equity -Common Unit Repurchase
Equity -Common Unit Repurchase Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Sep. 10, 2015 | |
Common Unit Repurchase Program | |||
Value of common units repurchased | $ 7,707 | ||
Common Units | |||
Common Unit Repurchase Program | |||
Authorized amount under common unit repurchase program | $ 45,000 | ||
Number of common units repurchased | 398,141 | ||
Value of common units repurchased | $ 7,700 |
Equity - Distribution Policy (D
Equity - Distribution Policy (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | $ 0.337500 | ||
Distribution declared per common unit (in dollars per unit) | $ 0.6400 | ||
Amount of distribution declared | $ 83.6 | ||
Ownership interest (as a percent) | 0.10% | 0.10% | |
Distribution received from TLP | $ 4.1 | ||
TLP | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | $ 0.40 | ||
Distribution declared per common unit (in dollars per unit) | $ 0.670 | ||
Amount Paid to Noncontrolling Interest Owners | $ 8.7 | ||
First target distribution | Minimum | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.337500 | ||
First target distribution | Minimum | TLP | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.40 | ||
First target distribution | Maximum | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.388125 | ||
First target distribution | Maximum | TLP | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.44 | ||
Second target distribution | Minimum | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.388125 | ||
Second target distribution | Minimum | TLP | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.44 | ||
Second target distribution | Maximum | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.421875 | ||
Second target distribution | Maximum | TLP | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.50 | ||
Third target distribution | Minimum | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.421875 | ||
Third target distribution | Minimum | TLP | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.50 | ||
Third target distribution | Maximum | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.506250 | ||
Third target distribution | Maximum | TLP | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.60 | ||
Thereafter | |||
Distributions | |||
Total Quarterly Distribution Per Common Unit (in dollars per unit) | 0.506250 | ||
Thereafter | TLP | |||
Distributions | |||
Total Quarterly Distribution Per Common 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 | 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% | ||
General Partner | TLP | |||
Distributions | |||
Marginal Percentage Interest In Distributions | 2.00% | ||
Ownership interest (as a percent) | 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 - Service Award Activity
Equity - Service Award Activity (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2015USD ($)shares | |
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) | 787,562 |
Units vested and issued (in units) | (833,029) |
Units withheld for employee taxes (in units) | (455,651) |
Units forfeited (in units) | (91,000) |
Unvested restricted units at the end of the period (in units) | 1,668,282 |
Equity - Service Awards Vesting
Equity - Service Awards Vesting Schedule (Details) - Service awards - shares | 9 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest | 833,029 | |
Unvested units at reporting date (in units) | 1,668,282 | 2,260,400 |
2016 (three months) | ||
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest | 20,000 | |
2,017 | ||
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest | 807,141 | |
2,018 | ||
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest | 734,141 | |
Thereafter | ||
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest | 107,000 |
Equity - Service Awards Expense
Equity - Service Awards Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Service awards | |||||
Equity-Based Incentive Compensation | |||||
Expense recorded | $ 403 | $ 1,600 | $ 33,765 | $ 23,300 | |
Units granted (in units) | 787,562 | ||||
Estimated forfeiture of unvested awards | 164,000 | 164,000 | |||
Closing price (in dollars per unit) | $ 11.04 | $ 11.04 | |||
Estimated equity-based compensation expense | |||||
2016 (three months) | $ 2,413 | ||||
2,017 | 7,634 | ||||
2,018 | 2,435 | ||||
Thereafter | 588 | ||||
Total | 13,070 | ||||
Restricted unit bonus awards | |||||
Equity-Based Incentive Compensation | |||||
Expense recorded | $ 11,800 | 11,800 | $ 10,000 | ||
Additional share-based compensation expense | $ 1,800 | ||||
Units granted (in units) | 465,239 |
Equity - Service Awards Liabili
Equity - Service Awards Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Rollforward of the liability related to equity-based compensation | ||||
Taxes paid on behalf of participants | $ (19,303) | |||
Service awards | ||||
Rollforward of the liability related to equity-based compensation | ||||
Balance at the beginning of the period | 6,154 | |||
Expense recorded | $ 403 | $ 1,600 | 33,765 | $ 23,300 |
Value of units vested and issued | (23,502) | |||
Taxes paid on behalf of participants | (12,883) | |||
Balance at the end of the period | $ 3,534 | $ 3,534 | ||
Other disclosures | ||||
Weighted-average grant date fair value of the awards (in dollars per unit) | $ 8.24 | $ 8.24 |
Equity - Performance Awards (De
Equity - Performance Awards (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | |
Equity-Based Incentive Compensation | |||||
Value of common units withheld for employee taxes | $ 19,303 | ||||
Rollforward of the liability related to equity-based compensation | |||||
Taxes paid on behalf of participants | $ (19,303) | ||||
Other disclosures | |||||
Maximum number of common units that may be delivered under the LTIP as a percentage of issued and outstanding common units | 10.00% | ||||
Incremental amount that the maximum common units deliverable may automatically increase under the LTIP, expressed as a percentage of issued and outstanding common units | 10.00% | ||||
Number of common units available for issuance under the LTIP | 5,300,000 | 5,300,000 | |||
Performance awards | |||||
Equity-Based Incentive Compensation | |||||
Value of common units withheld for employee taxes | $ 6,420 | ||||
Estimated equity-based compensation expense | |||||
2016 (three months) | 84 | ||||
2,017 | 180 | ||||
2,018 | 32 | ||||
Total | 296 | ||||
Rollforward of the liability related to equity-based compensation | |||||
Expense recorded | 16,315 | ||||
Value of units vested and issued | (9,658) | ||||
Taxes paid on behalf of participants | (6,420) | ||||
Balance at the end of the period | $ 237 | $ 237 | |||
Performance awards | Less than 50% | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, upper limit | 50.00% | ||||
Percentage of awards to vest | 0.00% | ||||
Performance awards | 50%-75% | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, lower limit | 50.00% | ||||
Percentage of entities outperformed, upper limit | 75.00% | ||||
Performance awards | 50%-75% | Minimum | |||||
Equity-Based Incentive Compensation | |||||
Percentage of awards to vest | 25.00% | ||||
Performance awards | 50%-75% | Maximum | |||||
Equity-Based Incentive Compensation | |||||
Percentage of awards to vest | 50.00% | ||||
Performance awards | 75%-90% | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, lower limit | 75.00% | ||||
Percentage of entities outperformed, upper limit | 90.00% | ||||
Performance awards | 75%-90% | Minimum | |||||
Equity-Based Incentive Compensation | |||||
Percentage of awards to vest | 50.00% | ||||
Performance awards | 75%-90% | Maximum | |||||
Equity-Based Incentive Compensation | |||||
Percentage of awards to vest | 100.00% | ||||
Performance awards | Greater than 90% | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, lower limit | 90.00% | ||||
Percentage of awards to vest | 100.00% | ||||
Performance awards | July 1, 2016 | |||||
Equity-Based Incentive Compensation | |||||
Fair value of unvested awards | 266 | $ 266 | |||
Rollforward of the liability related to equity-based compensation | |||||
Expense recorded | $ 1,720 | 148 | |||
Benefit recorded | (1,352) | $ (220) | |||
Performance awards | July 1, 2017 | |||||
Equity-Based Incentive Compensation | |||||
Fair value of unvested awards | 303 | 303 | |||
Rollforward of the liability related to equity-based compensation | |||||
Expense recorded | 602 | $ 89 | |||
Benefit recorded | (453) | (60) | |||
Performance awards | July 1, 2015 to July 1, 2017 | |||||
Equity-Based Incentive Compensation | |||||
Percentage of awards to vest | 76.00% | ||||
Fair value of unvested awards | 569 | $ 569 | |||
Rollforward of the liability related to equity-based compensation | |||||
Expense recorded | 329 | 17,791 | $ 16,315 | ||
Benefit recorded | $ (1,805) | ||||
Performance awards | July 1, 2015 | |||||
Equity-Based Incentive Compensation | |||||
Maximum award units | 530,564 | ||||
Percentage of entities in the Index that NGL outperforms | 83.00% | ||||
Number of common units withheld for employee taxes | 210,137 | ||||
Value of common units withheld for employee taxes | $ 6,400 | ||||
Common units issued during period (in units) | 320,427 | ||||
Common units issued during period | $ 9,700 | ||||
Rollforward of the liability related to equity-based compensation | |||||
Expense recorded | $ 609 | $ 15,469 | 16,078 | ||
Taxes paid on behalf of participants | $ (6,400) | ||||
Performance awards | April 2015 | July 1, 2016 | |||||
Equity-Based Incentive Compensation | |||||
Maximum award units | 665,382 | ||||
Performance awards | April 2015 | July 1, 2017 | |||||
Equity-Based Incentive Compensation | |||||
Maximum award units | 657,382 | ||||
Performance awards | April 2015 | July 1, 2016 to July 1, 2017 | |||||
Equity-Based Incentive Compensation | |||||
Maximum award units | 1,322,764 |
Fair Value of Financial Instr78
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net asset | $ 41,300 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net asset | 30,000 | |
Commodity contracts | ||
Assets: | ||
Derivative Assets | 110,708 | $ 118,742 |
Netting of counterparty contracts, assets | (1,215) | (1,804) |
Net cash collateral provided (held) | (41,573) | (56,660) |
Commodity derivatives in condensed consolidated balance sheet, assets | 67,920 | 60,278 |
Liabilities: | ||
Derivative Liabilities | (34,163) | (32,733) |
Netting of counterparty contracts, liabilities | 1,215 | 1,804 |
Cash collateral provided (held) | 2,209 | 2,979 |
Commodity derivatives in condensed consolidated balance sheet, liabilities | (30,739) | (27,950) |
Derivative assets (liabilities) | ||
Net asset | 37,181 | 32,328 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net asset | 67,920 | 60,278 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net asset | (30,739) | (27,950) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative Assets | 65,865 | 83,779 |
Liabilities: | ||
Derivative Liabilities | (2,965) | (3,969) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative Assets | 44,843 | 34,963 |
Liabilities: | ||
Derivative Liabilities | $ (31,198) | $ (28,764) |
Fair Value of Financial Instr79
Fair Value of Financial Instruments - Derivative Contract Positions (Details) item in Thousands, $ in Thousands | Dec. 31, 2015USD ($)item | Mar. 31, 2015USD ($)item |
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 76,545 | $ 86,009 |
Net cash collateral (held) provided | (39,364) | (53,681) |
Net commodity derivatives in condensed consolidated balance sheet | 37,181 | 32,328 |
Cross-commodity | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 1,684 | (105) |
Crude oil fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 3,603 | (171) |
Crude oil index-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 1,835 | |
Propane fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | (2,265) | (2,842) |
Refined products fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 69,448 | 84,996 |
Other. | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 4,075 | $ 2,296 |
Long | Cross-commodity | ||
Derivative contract information | ||
Total Notional Units (Barrels) | item | 284 | 98 |
Long | Crude oil index-price | ||
Derivative contract information | ||
Total Notional Units (Barrels) | item | 751 | |
Long | Propane fixed-price | ||
Derivative contract information | ||
Total Notional Units (Barrels) | item | 425 | 193 |
Short | Crude oil fixed-price | ||
Derivative contract information | ||
Total Notional Units (Barrels) | item | 1,048 | 1,113 |
Short | Refined products fixed-price | ||
Derivative contract information | ||
Total Notional Units (Barrels) | item | 6,520 | 3,005 |
Short | Other. | ||
Derivative contract information | ||
Total Notional Units (Barrels) | item | 220 |
Fair Value of Financial Instr80
Fair Value of Financial Instruments - Gains From Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value of Financial Instruments | ||||
Net gains on derivatives | $ 52,535 | $ 202,496 | $ 97,069 | $ 240,992 |
Fair Value of Financial Instr81
Fair Value of Financial Instruments - Interest Rate Risk (Details) $ in Millions | Dec. 31, 2015USD ($) |
TLP | Credit Facility | |
Interest Rate Risk | |
Outstanding debt | $ 248 |
Revolving Credit Facility | |
Interest Rate Risk | |
Interest rate (as a percent) | 2.68% |
Interest Rate Risk | TLP | Credit Facility | |
Interest Rate Risk | |
Outstanding debt | $ 248 |
Interest rate (as a percent) | 2.72% |
Interest Rate Risk | Revolving Credit Facility | |
Interest Rate Risk | |
Outstanding debt | $ 1,920 |
Interest rate (as a percent) | 2.68% |
Fair Value of Financial Instr82
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Dec. 31, 2015USD ($) |
5.125% Senior Notes due 2019 | |
Fair Value of Fixed - Rate Notes | |
Fair value of Fixed - Rate Notes | $ 328,000 |
6.875% Notes due 2021 | |
Fair Value of Fixed - Rate Notes | |
Fair value of Fixed - Rate Notes | 337,500 |
6.650% Notes due 2022 | |
Fair Value of Fixed - Rate Notes | |
Fair value of Fixed - Rate Notes | $ 200,500 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Mar. 31, 2015USD ($) | |
Segment information | |||||
Revenue | $ 2,685,006 | $ 4,552,146 | $ 9,416,670 | $ 13,581,286 | |
Depreciation and amortization | 59,180 | 50,335 | 175,772 | 139,809 | |
Operating income (loss) | 61,180 | 18,079 | 46,697 | 5,294 | |
Additions to property, plant and equipment | 302,242 | 120,793 | 606,444 | 781,302 | |
Long-lived assets, net | 4,738,009 | 4,738,009 | $ 4,308,493 | ||
Total assets | 6,564,471 | 6,564,471 | 6,547,501 | ||
Crude oil logistics | |||||
Segment information | |||||
Depreciation and amortization | 10,041 | 10,630 | 30,096 | 29,601 | |
Operating income (loss) | 804 | (26,814) | 12,689 | (25,313) | |
Additions to property, plant and equipment | 214,114 | 16,517 | 321,137 | 97,930 | |
Long-lived assets, net | 1,524,723 | 1,524,723 | 1,327,538 | ||
Total assets | 2,198,205 | 2,198,205 | 2,337,188 | ||
Water solutions | |||||
Segment information | |||||
Depreciation and amortization | 23,644 | 17,807 | 66,906 | 52,472 | |
Operating income (loss) | (5,778) | 34,505 | (8,645) | 48,390 | |
Additions to property, plant and equipment | 55,517 | 69,137 | 172,537 | 117,209 | |
Long-lived assets, net | 1,323,828 | 1,323,828 | 1,119,794 | ||
Total assets | 1,413,274 | 1,413,274 | 1,185,929 | ||
Liquids | |||||
Segment information | |||||
Depreciation and amortization | 3,537 | 2,838 | 11,286 | 9,423 | |
Operating income (loss) | 32,921 | (14,048) | 52,820 | (4,032) | |
Additions to property, plant and equipment | 5,824 | 1,096 | 41,888 | 4,166 | |
Long-lived assets, net | 564,783 | 564,783 | 534,560 | ||
Total assets | 761,916 | $ 761,916 | 713,547 | ||
Retail propane | |||||
Segment information | |||||
Number of operating divisions | item | 2 | ||||
Depreciation and amortization | 9,096 | 7,949 | $ 26,711 | 23,204 | |
Operating income (loss) | 14,450 | 21,477 | 11,985 | 16,829 | |
Additions to property, plant and equipment | 9,716 | 12,097 | 29,359 | 24,508 | |
Long-lived assets, net | 479,240 | 479,240 | 467,652 | ||
Total assets | 540,268 | 540,268 | 542,476 | ||
Refined products and renewables | |||||
Segment information | |||||
Depreciation and amortization | 11,493 | 9,788 | 36,820 | 22,549 | |
Operating income (loss) | 31,702 | 28,958 | 59,478 | 36,525 | |
Additions to property, plant and equipment | 5,416 | 21,330 | 28,699 | 533,611 | |
Long-lived assets, net | 787,798 | 787,798 | 808,757 | ||
Total assets | 1,512,911 | 1,512,911 | 1,668,836 | ||
Corporate and other | |||||
Segment information | |||||
Depreciation and amortization | 1,369 | 1,323 | 3,953 | 2,560 | |
Operating income (loss) | (12,919) | (25,999) | (81,630) | (67,105) | |
Additions to property, plant and equipment | 11,655 | 616 | 12,824 | 3,878 | |
Long-lived assets, net | 57,637 | 57,637 | 50,192 | ||
Total assets | 137,897 | 137,897 | $ 99,525 | ||
Operating segment | Crude oil logistics | Crude oil | |||||
Segment information | |||||
Revenue | 508,863 | 1,689,106 | 2,818,752 | 5,727,779 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||||
Segment information | |||||
Revenue | 12,423 | 12,143 | 44,118 | 33,727 | |
Operating segment | Water solutions | Service fees | |||||
Segment information | |||||
Revenue | 35,138 | 30,870 | 107,079 | 72,809 | |
Operating segment | Water solutions | Recovered hydrocarbons | |||||
Segment information | |||||
Revenue | 8,414 | 19,355 | 34,978 | 66,704 | |
Operating segment | Water solutions | Water transportation | |||||
Segment information | |||||
Revenue | 16 | 10,761 | |||
Operating segment | Water solutions | Other revenues | |||||
Segment information | |||||
Revenue | 1,886 | 5,168 | |||
Operating segment | Liquids | Propane sales | |||||
Segment information | |||||
Revenue | 188,930 | 396,248 | 393,442 | 859,984 | |
Operating segment | Liquids | Other product sales | |||||
Segment information | |||||
Revenue | 180,620 | 329,943 | 488,967 | 925,018 | |
Operating segment | Liquids | Other revenues | |||||
Segment information | |||||
Revenue | 8,161 | 8,674 | 27,531 | 20,256 | |
Operating segment | Retail propane | Propane sales | |||||
Segment information | |||||
Revenue | 68,880 | 99,859 | 148,184 | 200,437 | |
Operating segment | Retail propane | Distillate sales | |||||
Segment information | |||||
Revenue | 19,133 | 29,102 | 39,758 | 59,327 | |
Operating segment | Retail propane | Other revenues | |||||
Segment information | |||||
Revenue | 12,132 | 10,804 | 29,856 | 26,261 | |
Operating segment | Refined products and renewables | Service fees | |||||
Segment information | |||||
Revenue | 32,381 | 25,993 | 89,193 | 49,999 | |
Operating segment | Refined products and renewables | Refined products sales | |||||
Segment information | |||||
Revenue | 1,532,928 | 1,831,243 | 4,946,136 | 5,283,855 | |
Operating segment | Refined products and renewables | Renewables sales | |||||
Segment information | |||||
Revenue | 101,414 | 126,212 | 300,756 | 374,911 | |
Operating segment | Corporate and other | |||||
Segment information | |||||
Revenue | (1,281) | 1,513 | |||
Elimination of intersegment sales | |||||
Segment information | |||||
Revenue | $ (26,297) | $ (56,741) | $ (57,248) | $ (132,055) |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Transactions with Affiliates | |||||
Accounts receivable from affiliates | $ 3,812 | $ 3,812 | $ 17,198 | ||
Accounts payable to affiliates | 11,042 | 11,042 | 25,794 | ||
Loan receivable | 23,258 | 23,258 | 8,154 | ||
SemGroup | |||||
Transactions with Affiliates | |||||
Sales to related party | 67 | $ 21,781 | 42,098 | $ 85,364 | |
Purchases from related party | 5,052 | 31,247 | 50,355 | 116,931 | |
Accounts receivable from affiliates | 3,091 | 3,091 | 13,443 | ||
Accounts payable to affiliates | 5,101 | 5,101 | 11,546 | ||
Equity method investees | |||||
Transactions with Affiliates | |||||
Sales to related party | 1,676 | 2,382 | 4,762 | 11,512 | |
Purchases from related party | 27,153 | 44,580 | 82,917 | 115,546 | |
Accounts receivable from affiliates | 693 | 693 | 652 | ||
Accounts payable to affiliates | 3,453 | 3,453 | 6,788 | ||
Loan receivable | 23,300 | 23,300 | |||
Loan payment received from investee | 500 | ||||
Entities affiliated with management | |||||
Transactions with Affiliates | |||||
Increase in property, plant and equipment | 29,500 | ||||
Sales to related party | 91 | 186 | 289 | 2,040 | |
Purchases from related party | 6,709 | $ 10,446 | 30,103 | $ 17,430 | |
Accounts receivable from affiliates | 28 | 28 | 3,103 | ||
Accounts payable to affiliates | $ 2,488 | $ 2,488 | $ 7,460 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - USD ($) $ in Millions | Feb. 01, 2016 | Jan. 07, 2016 |
Water Pipeline Company | ||
Subsequent events | ||
Cash paid | $ 12.3 | |
Ownership interest acquired (as a percent) | 57.125% | |
General Partner | TLP | ||
Subsequent events | ||
Proceeds from sale of interest | $ 350 | |
Common Units | TLP | ||
Subsequent events | ||
Maximum number of shares granted to ArcLight to purchase in the future | 800,000 | |
Number of shares retained | 3,200,000 |
Condensed Consolidating Guara86
Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 25,179 | $ 41,303 | $ 30,556 | $ 10,440 |
Accounts receivable - trade, net of allowance for doubtful accounts | 581,621 | 1,024,226 | ||
Accounts receivable - affiliates | 3,812 | 17,198 | ||
Inventories | 414,088 | 441,762 | ||
Prepaid expenses and other current assets | 117,476 | 120,855 | ||
Assets held for sale | 87,383 | |||
Total current assets | 1,229,559 | 1,645,344 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,972,925 | 1,617,389 | ||
GOODWILL | 1,522,644 | 1,402,761 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,242,440 | 1,288,343 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 467,559 | 472,673 | ||
LOAN RECEIVABLE-AFFILIATE | 23,258 | 8,154 | ||
OTHER NONCURRENT ASSETS | 106,086 | 112,837 | ||
Total assets | 6,564,471 | 6,547,501 | ||
CURRENT LIABILITIES: | ||||
Accounts payable - trade | 511,309 | 833,380 | ||
Accounts payable - affiliates | 11,042 | 25,794 | ||
Accrued expenses and other payables | 193,295 | 195,116 | ||
Advance payments received from customers | 73,662 | 54,234 | ||
Current maturities of long-term debt | 7,600 | 4,472 | ||
Total current liabilities | 796,908 | 1,112,996 | ||
LONG-TERM DEBT, net of current maturities | 3,323,492 | 2,745,299 | ||
OTHER NONCURRENT LIABILITIES | 13,232 | 16,086 | ||
EQUITY : | ||||
Partners' equity | 1,886,097 | 2,125,903 | ||
Accumulated other comprehensive loss | (148) | (109) | ||
Noncontrolling interests | 544,890 | 547,326 | ||
Total equity | 2,430,839 | 2,673,120 | ||
Total liabilities and equity | 6,564,471 | 6,547,501 | ||
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 21,430 | 29,115 | 3,287 | 1,181 |
Accounts receivable - affiliates | 5 | |||
Total current assets | 21,430 | 29,120 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 17,428 | 17,834 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | 1,470,296 | 1,363,792 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 1,493,420 | 1,834,738 | ||
Total assets | 3,002,574 | 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 | 1,885,949 | 2,125,794 | ||
Total equity | 1,885,949 | 2,125,794 | ||
Total liabilities and equity | 3,002,574 | 3,245,484 | ||
Reportable Entity | Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 2,249 | 9,757 | 23,573 | 8,728 |
Accounts receivable - trade, net of allowance for doubtful accounts | 569,304 | 1,007,001 | ||
Accounts receivable - affiliates | 3,297 | 16,610 | ||
Inventories | 411,981 | 440,026 | ||
Prepaid expenses and other current assets | 115,673 | 104,528 | ||
Assets held for sale | 87,383 | |||
Total current assets | 1,189,887 | 1,577,922 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,415,391 | 1,093,018 | ||
GOODWILL | 1,490,283 | 1,372,690 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,161,941 | 1,195,896 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 213,043 | 217,600 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (1,454,047) | (1,319,724) | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 83,048 | 56,690 | ||
LOAN RECEIVABLE-AFFILIATE | 23,258 | 8,154 | ||
OTHER NONCURRENT ASSETS | 104,942 | 110,120 | ||
Total assets | 4,227,746 | 4,312,366 | ||
CURRENT LIABILITIES: | ||||
Accounts payable - trade | 498,378 | 820,441 | ||
Accounts payable - affiliates | 10,888 | 25,690 | ||
Accrued expenses and other payables | 167,131 | 165,819 | ||
Advance payments received from customers | 72,786 | 53,903 | ||
Current maturities of long-term debt | 6,804 | 4,413 | ||
Total current liabilities | 755,987 | 1,070,266 | ||
LONG-TERM DEBT, net of current maturities | 1,968,302 | 1,395,100 | ||
OTHER NONCURRENT LIABILITIES | 10,037 | 12,262 | ||
EQUITY : | ||||
Partners' equity | 1,493,420 | 1,834,738 | ||
Total equity | 1,493,420 | 1,834,738 | ||
Total liabilities and equity | 4,227,746 | 4,312,366 | ||
Reportable Entity | Non-Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 1,500 | 2,431 | $ 3,696 | $ 531 |
Accounts receivable - trade, net of allowance for doubtful accounts | 12,317 | 17,225 | ||
Accounts receivable - affiliates | 515 | 583 | ||
Inventories | 2,107 | 1,736 | ||
Prepaid expenses and other current assets | 1,803 | 16,327 | ||
Total current assets | 18,242 | 38,302 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 557,534 | 524,371 | ||
GOODWILL | 32,361 | 30,071 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 63,071 | 74,613 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 254,516 | 255,073 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (16,249) | (44,068) | ||
OTHER NONCURRENT ASSETS | 1,144 | 2,717 | ||
Total assets | 910,619 | 881,079 | ||
CURRENT LIABILITIES: | ||||
Accounts payable - trade | 12,931 | 12,939 | ||
Accounts payable - affiliates | 153 | 104 | ||
Accrued expenses and other payables | 9,540 | 9,607 | ||
Advance payments received from customers | 876 | 331 | ||
Current maturities of long-term debt | 796 | 59 | ||
Total current liabilities | 24,296 | 23,040 | ||
LONG-TERM DEBT, net of current maturities | 255,190 | 250,199 | ||
OTHER NONCURRENT LIABILITIES | 3,195 | 3,824 | ||
EQUITY : | ||||
Partners' equity | 628,086 | 604,125 | ||
Accumulated other comprehensive loss | (148) | (109) | ||
Total equity | 627,938 | 604,016 | ||
Total liabilities and equity | 910,619 | 881,079 | ||
Consolidating Adjustments | ||||
CURRENT ASSETS: | ||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (1,576,468) | (1,891,428) | ||
Total assets | (1,576,468) | (1,891,428) | ||
EQUITY : | ||||
Partners' equity | (2,121,358) | (2,438,754) | ||
Noncontrolling interests | 544,890 | 547,326 | ||
Total equity | (1,576,468) | (1,891,428) | ||
Total liabilities and equity | $ (1,576,468) | $ (1,891,428) |
Condensed Consolidating Guara87
Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidating Statement of Operations | ||||
REVENUES | $ 2,685,006 | $ 4,552,146 | $ 9,416,670 | $ 13,581,286 |
COST OF SALES | 2,433,500 | 4,311,668 | 8,761,877 | 13,025,186 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 106,783 | 97,761 | 314,470 | 262,616 |
General and administrative | 23,035 | 44,230 | 114,814 | 113,742 |
Depreciation and amortization | 59,180 | 50,335 | 175,772 | 139,809 |
Loss (gain) on disposal or impairment of assets, net | 1,328 | 30,073 | 3,040 | 34,639 |
Operating Income | 61,180 | 18,079 | 46,697 | 5,294 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 2,858 | 1,242 | 14,008 | 7,504 |
Interest expense | (36,176) | (30,051) | (98,549) | (79,196) |
Other income, net | 2,161 | 3,371 | 2,941 | 2,363 |
Income (loss) before income taxes | 30,023 | (7,359) | (34,903) | (64,035) |
INCOME TAX (EXPENSE) BENEFIT | (402) | 2,090 | 1,846 | 2,977 |
Net Income (Loss) | 29,621 | (5,269) | (33,057) | (61,058) |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (16,217) | (11,783) | (47,742) | (32,220) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (6,140) | (5,649) | (12,906) | (9,059) |
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS | 7,264 | (22,701) | (93,705) | (102,337) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
OTHER INCOME (EXPENSE): | ||||
Interest expense | (17,830) | (18,067) | (53,544) | (47,660) |
Income (loss) before income taxes | (17,830) | (18,067) | (53,544) | (47,660) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 41,311 | 7,149 | 7,581 | (22,457) |
Net Income (Loss) | 23,481 | (10,918) | (45,963) | (70,117) |
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS | 23,481 | (10,918) | (45,963) | (70,117) |
Reportable Entity | Guarantor Subsidiaries | ||||
Condensed Consolidating Statement of Operations | ||||
REVENUES | 2,639,958 | 4,519,060 | 9,290,209 | 13,471,832 |
COST OF SALES | 2,436,088 | 4,322,892 | 8,769,526 | 12,999,773 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 84,823 | 76,599 | 249,613 | 222,744 |
General and administrative | 17,814 | 38,233 | 99,022 | 102,357 |
Depreciation and amortization | 46,663 | 43,064 | 137,208 | 120,609 |
Loss (gain) on disposal or impairment of assets, net | 1,484 | 179 | 3,199 | 4,953 |
Operating Income | 53,086 | 38,093 | 31,641 | 21,396 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 412 | 4 | 3,284 | 4,879 |
Interest expense | (16,768) | (10,108) | (39,112) | (28,166) |
Other income, net | 2,141 | 3,314 | 2,832 | 2,258 |
Income (loss) before income taxes | 38,871 | 31,303 | (1,355) | 367 |
INCOME TAX (EXPENSE) BENEFIT | (371) | 2,117 | 1,915 | 3,110 |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 2,811 | (26,271) | 7,021 | (25,934) |
Net Income (Loss) | 41,311 | 7,149 | 7,581 | (22,457) |
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS | 41,311 | 7,149 | 7,581 | (22,457) |
Reportable Entity | Non-Guarantor Subsidiaries | ||||
Condensed Consolidating Statement of Operations | ||||
REVENUES | 54,756 | 58,058 | 155,377 | 134,479 |
COST OF SALES | 7,065 | 13,748 | 21,087 | 50,438 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 22,015 | 21,162 | 65,037 | 39,872 |
General and administrative | 5,221 | 5,997 | 15,792 | 11,385 |
Depreciation and amortization | 12,517 | 7,271 | 38,564 | 19,200 |
Loss (gain) on disposal or impairment of assets, net | (156) | 29,894 | (159) | 29,686 |
Operating Income | 8,094 | (20,014) | 15,056 | (16,102) |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 2,446 | 1,238 | 10,724 | 2,625 |
Interest expense | (1,662) | (1,887) | (6,125) | (3,404) |
Other income, net | 104 | 68 | 341 | 139 |
Income (loss) before income taxes | 8,982 | (20,595) | 19,996 | (16,742) |
INCOME TAX (EXPENSE) BENEFIT | (31) | (27) | (69) | (133) |
Net Income (Loss) | 8,951 | (20,622) | 19,927 | (16,875) |
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS | 8,951 | (20,622) | 19,927 | (16,875) |
Consolidating Adjustments | ||||
Condensed Consolidating Statement of Operations | ||||
REVENUES | (9,708) | (24,972) | (28,916) | (25,025) |
COST OF SALES | (9,653) | (24,972) | (28,736) | (25,025) |
OPERATING COSTS AND EXPENSES: | ||||
Operating | (55) | (180) | ||
OTHER INCOME (EXPENSE): | ||||
Interest expense | 84 | 11 | 232 | 34 |
Other income, net | (84) | (11) | (232) | (34) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | (44,122) | 19,122 | (14,602) | 48,391 |
Net Income (Loss) | (44,122) | 19,122 | (14,602) | 48,391 |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (16,217) | (11,783) | (47,742) | (32,220) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (6,140) | (5,649) | (12,906) | (9,059) |
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS | $ (66,479) | $ 1,690 | $ (75,250) | $ 7,112 |
Condensed Consolidating Guara88
Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Condensed Consolidating Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 29,621 | $ (5,269) | $ (33,057) | $ (61,058) |
Other comprehensive income (loss) | (12) | (16) | (39) | 147 |
Comprehensive income (loss) | 29,609 | (5,285) | (33,096) | (60,911) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income (loss) | 23,481 | (10,918) | (45,963) | (70,117) |
Comprehensive income (loss) | 23,481 | (10,918) | (45,963) | (70,117) |
Reportable Entity | Guarantor Subsidiaries | ||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income (loss) | 41,311 | 7,149 | 7,581 | (22,457) |
Other comprehensive income (loss) | 189 | |||
Comprehensive income (loss) | 41,311 | 7,149 | 7,581 | (22,268) |
Reportable Entity | Non-Guarantor Subsidiaries | ||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income (loss) | 8,951 | (20,622) | 19,927 | (16,875) |
Other comprehensive income (loss) | (12) | (16) | (39) | (42) |
Comprehensive income (loss) | 8,939 | (20,638) | 19,888 | (16,917) |
Consolidating Adjustments | ||||
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income (loss) | (44,122) | 19,122 | (14,602) | 48,391 |
Comprehensive income (loss) | $ (44,122) | $ 19,122 | $ (14,602) | $ 48,391 |
Condensed Consolidating Guara89
Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Condensed Consolidating Statements Of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | $ 293,134 | $ 81,840 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (497,147) | (135,435) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (187,356) | (1,114,045) |
Cash flows from commodity derivatives | 92,216 | 190,455 |
Proceeds from sales of assets | 4,981 | 15,236 |
Investments in unconsolidated entities | (8,373) | (33,528) |
Distributions of capital from unconsolidated entities | 14,043 | 8,736 |
Loan for natural gas liquids facility | (3,913) | (45,855) |
Payment on loan for natural gas liquids facility | 5,552 | |
Loan to affiliate | (15,621) | |
Payments on loan to affiliate | 517 | |
Other | (66) | |
Net cash used in investing activities | (595,101) | (1,114,502) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 2,042,100 | 3,096,700 |
Payments on revolving credit facilities | (1,514,100) | (2,604,700) |
Proceeds from borrowings under other long-term debt | 53,223 | |
Payments on other long-term debt | (3,649) | (5,476) |
Debt issuance costs | (9,684) | (10,826) |
Contributions from general partner | 54 | 408 |
Contributions from noncontrolling interest owners | 10,037 | |
Distribution to partners | (238,414) | (176,051) |
Distributions to noncontrolling interest owners | (26,638) | (17,497) |
Taxes paid on behalf of equity incentive plan participants | (19,303) | |
Common unit repurchases | (7,707) | |
Proceeds from sale of common units, net of offering costs | 370,376 | |
Other | (76) | (156) |
Issuance of notes | 400,000 | |
Net cash provided by financing activities | 285,843 | 1,052,778 |
Net increase (decrease) in cash and cash equivalents | (16,124) | 20,116 |
Cash and cash equivalents, beginning of period | 41,303 | 10,440 |
Cash and cash equivalents, end of period | 25,179 | 30,556 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | (52,989) | (43,114) |
INVESTING ACTIVITIES: | ||
Acquisitions of businesses, including acquired working capital, net of cash acquired | (624) | |
Net cash used in investing activities | (624) | |
FINANCING ACTIVITIES: | ||
Debt issuance costs | (3,209) | (8,003) |
Contributions from general partner | 54 | 408 |
Distribution to partners | (238,414) | (176,051) |
Common unit repurchases | (7,707) | |
Proceeds from sale of common units, net of offering costs | 370,376 | |
Net changes in advances with consolidated entities | 295,204 | (541,510) |
Issuance of notes | 400,000 | |
Net cash provided by financing activities | 45,928 | 45,220 |
Net increase (decrease) in cash and cash equivalents | (7,685) | 2,106 |
Cash and cash equivalents, beginning of period | 29,115 | 1,181 |
Cash and cash equivalents, end of period | 21,430 | 3,287 |
Reportable Entity | Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | 276,244 | 86,074 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (439,476) | (130,522) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (184,852) | (1,108,646) |
Cash flows from commodity derivatives | 92,216 | 190,455 |
Proceeds from sales of assets | 4,979 | 1,230 |
Investments in unconsolidated entities | (3,647) | (13,244) |
Distributions of capital from unconsolidated entities | 8,761 | 3,396 |
Loan for natural gas liquids facility | (3,913) | (45,855) |
Payment on loan for natural gas liquids facility | 5,552 | |
Loan to affiliate | (15,621) | |
Payments on loan to affiliate | 517 | |
Net cash used in investing activities | (535,484) | (1,103,186) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 1,961,000 | 3,016,000 |
Payments on revolving credit facilities | (1,431,000) | (2,542,000) |
Proceeds from borrowings under other long-term debt | 45,873 | |
Payments on other long-term debt | (3,579) | (5,454) |
Debt issuance costs | (5,226) | (2,823) |
Taxes paid on behalf of equity incentive plan participants | (19,303) | |
Net changes in advances with consolidated entities | (295,999) | 566,390 |
Other | (34) | (156) |
Net cash provided by financing activities | 251,732 | 1,031,957 |
Net increase (decrease) in cash and cash equivalents | (7,508) | 14,845 |
Cash and cash equivalents, beginning of period | 9,757 | 8,728 |
Cash and cash equivalents, end of period | 2,249 | 23,573 |
Reportable Entity | Non-Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash provided by (used in) operating activities | 69,879 | 38,880 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (57,671) | (4,913) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (1,880) | (5,399) |
Proceeds from sales of assets | 2 | 14,006 |
Investments in unconsolidated entities | (4,726) | (20,284) |
Distributions of capital from unconsolidated entities | 5,282 | 5,340 |
Other | (66) | |
Net cash used in investing activities | (58,993) | (11,316) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 81,100 | 80,700 |
Payments on revolving credit facilities | (83,100) | (62,700) |
Proceeds from borrowings under other long-term debt | 7,350 | |
Payments on other long-term debt | (70) | (22) |
Debt issuance costs | (1,249) | |
Contributions from noncontrolling interest owners | 10,037 | |
Distributions to noncontrolling interest owners | (26,638) | (17,497) |
Net changes in advances with consolidated entities | 795 | (24,880) |
Other | (42) | |
Net cash provided by financing activities | (11,817) | (24,399) |
Net increase (decrease) in cash and cash equivalents | (931) | 3,165 |
Cash and cash equivalents, beginning of period | 2,431 | 531 |
Cash and cash equivalents, end of period | $ 1,500 | $ 3,696 |