Condensed Consolidating Guarantor and Non-Guarantor Financial Information | 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 8 ). Pursuant to Rule 3-10 of Regulation S-X, we have presented in columnar format the condensed consolidating financial information for NGL Energy Partners LP (Parent), NGL Energy Finance Corp., the guarantor subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis in the tables below. NGL Energy Partners LP and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes. Since NGL Energy Partners LP received the proceeds from the issuance of the 2019 Notes and 2021 Notes, all activity has been reflected in the NGL Energy Partners LP (Parent) column in the tables below. During the periods presented in the tables below, the status of certain subsidiaries changed, in that they either became guarantors of or ceased to be guarantors of the 2019 Notes and 2021 Notes. Such changes have been given retrospective application 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. 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) June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 8,309 $ — $ 1,527 $ 1,042 $ — $ 10,878 Accounts receivable-trade, net of allowance for doubtful accounts — — 603,298 4,675 — 607,973 Accounts receivable-affiliates — — 3,752 — — 3,752 Inventories — — 522,005 530 — 522,535 Prepaid expenses and other current assets — — 122,855 1,104 — 123,959 Total current assets 8,309 — 1,253,437 7,351 — 1,269,097 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,640,342 93,051 — 1,733,393 GOODWILL — — 1,429,273 18,990 — 1,448,263 INTANGIBLE ASSETS, net of accumulated amortization — — 1,164,005 9,542 — 1,173,547 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 192,766 — — 192,766 NET INTERCOMPANY RECEIVABLES (PAYABLES) 1,763,254 — (1,763,236 ) (18 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,261,127 — 73,173 — (1,334,300 ) — LOAN RECEIVABLE-AFFILIATE — — 1,000 — — 1,000 OTHER NONCURRENT ASSETS — — 184,595 121 — 184,716 Total assets $ 3,032,690 $ — $ 4,175,355 $ 129,037 $ (1,334,300 ) $ 6,002,782 LIABILITIES, CONVERTIBLE PREFERRED UNITS AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 525,283 $ 2,802 $ — $ 528,085 Accounts payable-affiliates 1 — 8,423 45 — 8,469 Accrued expenses and other payables 14,802 — 239,718 2,357 — 256,877 Advance payments received from customers — — 67,659 594 — 68,253 Current maturities of long-term debt — — 7,160 801 — 7,961 Total current liabilities 14,803 — 848,243 6,599 — 869,645 LONG-TERM DEBT, net of debt issuance costs and current maturities 988,475 — 1,871,506 6,869 — 2,866,850 OTHER NONCURRENT LIABILITIES — — 194,479 4,554 — 199,033 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 56,685 — — — — 56,685 EQUITY Partners’ equity 1,972,727 — 1,261,269 111,182 (1,372,142 ) 1,973,036 Accumulated other comprehensive loss — — (142 ) (167 ) — (309 ) Noncontrolling interests — — — — 37,842 37,842 Total equity 1,972,727 — 1,261,127 111,015 (1,334,300 ) 2,010,569 Total liabilities, convertible preferred units and equity $ 3,032,690 $ — $ 4,175,355 $ 129,037 $ (1,334,300 ) $ 6,002,782 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Balance Sheet (U.S. Dollars in Thousands) March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 25,749 $ — $ 784 $ 1,643 $ — $ 28,176 Accounts receivable-trade, net of allowance for doubtful accounts — — 516,362 4,652 — 521,014 Accounts receivable-affiliates — — 15,625 — — 15,625 Inventories — — 367,250 556 — 367,806 Prepaid expenses and other current assets — — 94,426 1,433 — 95,859 Total current assets 25,749 — 994,447 8,284 — 1,028,480 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,568,488 81,084 — 1,649,572 GOODWILL — — 1,313,364 1,998 — 1,315,362 INTANGIBLE ASSETS, net of accumulated amortization — — 1,146,355 2,535 — 1,148,890 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 219,550 — — 219,550 NET INTERCOMPANY RECEIVABLES (PAYABLES) 1,404,479 — (1,402,360 ) (2,119 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,254,383 — 42,227 — (1,296,610 ) — LOAN RECEIVABLE-AFFILIATE — — 22,262 — — 22,262 OTHER NONCURRENT ASSETS — — 175,512 527 — 176,039 Total assets $ 2,684,611 $ — $ 4,079,845 $ 92,309 $ (1,296,610 ) $ 5,560,155 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 417,707 $ 2,599 $ — $ 420,306 Accounts payable-affiliates 1 — 7,190 2 — 7,193 Accrued expenses and other payables 16,887 — 196,596 943 — 214,426 Advance payments received from customers — — 55,737 448 — 56,185 Current maturities of long-term debt — — 7,109 798 — 7,907 Total current liabilities 16,888 — 684,339 4,790 — 706,017 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,011,365 — 1,894,428 7,044 — 2,912,837 OTHER NONCURRENT LIABILITIES — — 246,695 541 — 247,236 EQUITY Partners’ equity 1,656,358 — 1,254,384 80,090 (1,334,317 ) 1,656,515 Accumulated other comprehensive loss — — (1 ) (156 ) — (157 ) Noncontrolling interests — — — — 37,707 37,707 Total equity 1,656,358 — 1,254,383 79,934 (1,296,610 ) 1,694,065 Total liabilities and equity $ 2,684,611 $ — $ 4,079,845 $ 92,309 $ (1,296,610 ) $ 5,560,155 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 2,714,981 $ 7,351 $ (362 ) $ 2,721,970 COST OF SALES — — 2,565,828 974 (362 ) 2,566,440 OPERATING COSTS AND EXPENSES: Operating — — 70,881 4,291 — 75,172 General and administrative — — 41,626 245 — 41,871 Depreciation and amortization — — 46,309 2,597 — 48,906 (Gain) loss on disposal or impairment of assets, net — — (204,339 ) 20 — (204,319 ) Operating Income (Loss) — — 194,676 (776 ) — 193,900 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 394 — — 394 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (7,712 ) — (22,642 ) (162 ) 78 (30,438 ) Gain on early extinguishment of liabilities — — 29,952 — — 29,952 Other income, net — — 3,836 14 (78 ) 3,772 (Loss) Income Before Income Taxes (7,712 ) — 191,851 (924 ) — 183,215 INCOME TAX EXPENSE — — (462 ) — — (462 ) EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES 184,632 — (6,757 ) — (177,875 ) — Net Income (Loss) 176,920 — 184,632 (924 ) (177,875 ) 182,753 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (5,833 ) (5,833 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (3,384 ) (3,384 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (203 ) (203 ) NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDE RS $ 176,920 $ — $ 184,632 $ (924 ) $ (187,295 ) $ 173,333 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) As Restated Three Months Ended June 30, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 3,496,881 $ 51,179 $ (9,591 ) $ 3,538,469 COST OF SALES — — 3,323,661 8,412 (9,522 ) 3,322,551 OPERATING COSTS AND EXPENSES: Operating — — 85,300 20,359 (69 ) 105,590 General and administrative — — 56,670 5,811 — 62,481 Depreciation and amortization — — 45,539 14,292 — 59,831 Loss on disposal or impairment of assets, net — — 421 — — 421 Revaluation of liabilities — — (11,195 ) — — (11,195 ) Operating (Loss) Income — — (3,515 ) 2,305 — (1,210 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 2,895 5,823 — 8,718 Interest expense (17,801 ) — (10,993 ) (2,082 ) 74 (30,802 ) Other (expense) income, net — — (1,225 ) 124 (74 ) (1,175 ) (Loss) Income Before Income Taxes (17,801 ) — (12,838 ) 6,170 — (24,469 ) INCOME TAX EXPENSE — — (507 ) (31 ) — (538 ) EQUITY IN NET (LOSS) INCOME OF CONSOLIDATED SUBSIDIARIES (11,556 ) — 1,789 — 9,767 — Net (Loss) Income (29,357 ) — (11,556 ) 6,139 9,767 (25,007 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (15,374 ) (15,374 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (4,350 ) (4,350 ) NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS $ (29,357 ) $ — $ (11,556 ) $ 6,139 $ (9,957 ) $ (44,731 ) NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (Loss) (U.S. Dollars in Thousands) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income (loss) $ 176,920 $ — $ 184,632 $ (924 ) $ (177,875 ) $ 182,753 Other comprehensive loss — — (142 ) (10 ) — (152 ) Comprehensive income (loss) $ 176,920 $ — $ 184,490 $ (934 ) $ (177,875 ) $ 182,601 As Restated Three Months Ended June 30, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (29,357 ) $ — $ (11,556 ) $ 6,139 $ 9,767 $ (25,007 ) Other comprehensive loss — — — (8 ) — (8 ) Comprehensive (loss) income $ (29,357 ) $ — $ (11,556 ) $ 6,131 $ 9,767 $ (25,015 ) NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash used in operating activities $ (18,411 ) $ — $ (48,433 ) $ (4,578 ) $ (71,422 ) INVESTING ACTIVITIES: Purchases of long-lived assets — — (98,424 ) (1,347 ) (99,771 ) Purchases of pipeline capacity allocations — — (40,408 ) — (40,408 ) Acquisitions of businesses, including acquired working capital, net of cash acquired — — (14,458 ) — (14,458 ) Cash flows from commodity derivatives — — (21,535 ) — (21,535 ) Proceeds from sales of assets — — 421 17 438 Proceeds from sale of TLP common units — — 112,370 — 112,370 Distributions of capital from unconsolidated entities — — 2,941 — 2,941 Payments on loan for natural gas liquids facility — — 2,130 — 2,130 Loan to affiliate — — (1,000 ) — (1,000 ) Payments on loan to affiliate — — 655 — 655 Payment to terminate development agreement — — (16,875 ) — (16,875 ) Net cash used in investing activities — — (74,183 ) (1,330 ) (75,513 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 433,500 — 433,500 Payments on revolving credit facilities — — (454,500 ) — (454,500 ) Repurchases of senior notes (15,129 ) — — — (15,129 ) Payments on other long-term debt — — (1,777 ) (325 ) (2,102 ) Debt issuance costs (11 ) — (34 ) — (45 ) Contributions from limited partners (501 ) — — — (501 ) Contributions from noncontrolling interest owners — — — 830 830 Distributions to partners (40,696 ) — — — (40,696 ) Distributions to noncontrolling interest owners — — — (1,355 ) (1,355 ) Proceeds from sale of convertible preferred units and warrants, net of offering costs 235,180 — — — 235,180 Payments for the early extinguishment of liabilities — — (25,492 ) — (25,492 ) Net changes in advances with consolidated entities (177,872 ) — 171,715 6,157 — Other — — (53 ) — (53 ) Net cash provided by financing activities 971 — 123,359 5,307 129,637 Net (decrease) increase in cash and cash equivalents (17,440 ) — 743 (601 ) (17,298 ) Cash and cash equivalents, beginning of period 25,749 — 784 1,643 28,176 Cash and cash equivalents, end of period $ 8,309 $ — $ 1,527 $ 1,042 $ 10,878 NGL ENERGY PARTNERS LP AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Three Months Ended June 30, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (20,028 ) $ — $ 93,216 $ 8,641 $ 81,829 INVESTING ACTIVITIES: Purchases of long-lived assets — — (100,508 ) (21,602 ) (122,110 ) Acquisitions of businesses, including acquired working capital, net of cash acquired — — (63,898 ) — (63,898 ) Cash flows from commodity derivatives — — (21,693 ) — (21,693 ) Proceeds from sales of assets — — 1,931 — 1,931 Investments in unconsolidated entities — — (2,149 ) — (2,149 ) Distributions of capital from unconsolidated entities — — 3,156 — 3,156 Loan for natural gas liquids facility — — (3,913 ) — (3,913 ) Payments on loan for natural gas liquids facility — — 1,600 — 1,600 Loan to affiliate — — (15,621 ) — (15,621 ) Net cash used in investing activities — — (201,095 ) (21,602 ) (222,697 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 704,000 17,200 721,200 Payments on revolving credit facilities — — (488,000 ) (10,200 ) (498,200 ) Payments on other long-term debt — — (1,599 ) (30 ) (1,629 ) Debt issuance costs 54 — (60 ) — (6 ) Contributions from general partner 11 — — — 11 Contributions from noncontrolling interest owners — — — 3,947 3,947 Distributions to partners (73,097 ) — — — (73,097 ) Distributions to noncontrolling interest owners — — — (9,057 ) (9,057 ) Net changes in advances with consolidated entities 86,638 — (102,549 ) 15,911 — Other — — (28 ) (70 ) (98 ) Net cash provided by financing activities 13,606 — 111,764 17,701 143,071 Net (decrease) increase in cash and cash equivalents (6,422 ) — 3,885 4,740 2,203 Cash and cash equivalents, beginning of period 29,115 — 9,757 2,431 41,303 Cash and cash equivalents, end of period $ 22,693 $ — $ 13,642 $ 7,171 $ 43,506 |