Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2016 | Aug. 01, 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 | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 105,501,564 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 10,878 | $ 28,176 |
Accounts receivable-trade, net of allowance for doubtful accounts of $6,662 and $6,928, respectively | 607,973 | 521,014 |
Accounts receivable-affiliates | 3,752 | 15,625 |
Inventories | 522,535 | 367,806 |
Prepaid expenses and other current assets | 123,959 | 95,859 |
Total current assets | 1,269,097 | 1,028,480 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $292,847 and $266,491, respectively | 1,733,393 | 1,649,572 |
GOODWILL | 1,448,263 | 1,315,362 |
INTANGIBLE ASSETS, net of accumulated amortization of $333,283 and $316,878, respectively | 1,173,547 | 1,148,890 |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 192,766 | 219,550 |
LOAN RECEIVABLE-AFFILIATE | 1,000 | 22,262 |
OTHER NONCURRENT ASSETS | 184,716 | 176,039 |
Total assets | 6,002,782 | 5,560,155 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 528,085 | 420,306 |
Accounts payable-affiliates | 8,469 | 7,193 |
Accrued expenses and other payables | 256,877 | 214,426 |
Advance payments received from customers | 68,253 | 56,185 |
Current maturities of long-term debt | 7,961 | 7,907 |
Total current liabilities | 869,645 | 706,017 |
LONG-TERM DEBT, net of debt issuance costs of $14,188 and $15,500, respectively, and current maturities | 2,866,850 | 2,912,837 |
OTHER NONCURRENT LIABILITIES | 199,033 | 247,236 |
COMMITMENTS AND CONTINGENCIES (NOTE 10) | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 19,942,169 and 0 preferred units issued and outstanding, respectively | 56,685 | 0 |
EQUITY: | ||
General partner, representing a 0.1% interest, 104,274 and 104,274 notional units, respectively | (50,678) | (50,811) |
Limited partners, representing a 99.9% interest, 104,169,573 and 104,169,573 common units issued and outstanding, respectively | 2,023,714 | 1,707,326 |
Accumulated other comprehensive loss | (309) | (157) |
Noncontrolling interests | 37,842 | 37,707 |
Total equity | 2,010,569 | 1,694,065 |
Total liabilities, convertible preferred units and equity | $ 6,002,782 | $ 5,560,155 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Accounts receivable - trade, allowance for doubtful accounts | $ 6,662 | $ 6,928 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | 292,847 | 266,491 |
INTANGIBLE ASSETS, accumulated amortization | 333,283 | 316,878 |
LONG-TERM DEBT, debt issuance costs | $ 14,188 | $ 15,500 |
General partner interest | 0.10% | 0.10% |
General partner, notional units outstanding (in units) | 104,274 | 104,274 |
Limited partners interest | 99.90% | 99.90% |
Limited partners, common units issued (in units) | 104,169,573 | 104,169,573 |
Limited partners, common units outstanding (in units) | 104,169,573 | 104,169,573 |
Class A Convertible Preferred Units | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, units issued (in units) | 19,942,169 | 0 |
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, units outstanding (in units) | 19,942,169 | 0 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
REVENUES: | ||
Crude oil logistics | $ 425,951 | $ 1,327,784 |
Water solutions | 35,753 | 54,293 |
Liquids | 205,049 | 248,985 |
Retail propane | 60,387 | 64,447 |
Refined products and renewables | 1,994,563 | 1,842,960 |
Other | 267 | 0 |
Total Revenues | 2,721,970 | 3,538,469 |
COST OF SALES: | ||
Crude oil logistics | 405,230 | 1,291,992 |
Water solutions | 5,201 | 3,607 |
Liquids | 190,992 | 232,276 |
Retail propane | 24,820 | 29,564 |
Refined products and renewables | 1,940,087 | 1,765,112 |
Other | 110 | 0 |
Total Cost of Sales | 2,566,440 | 3,322,551 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 75,172 | 105,590 |
General and administrative | 41,871 | 62,481 |
Depreciation and amortization | 48,906 | 59,831 |
(Gain) loss on disposal or impairment of assets, net | (204,319) | 421 |
Revaluation of liabilities | 0 | (11,195) |
Operating Income (Loss) | 193,900 | (1,210) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 394 | 8,718 |
Revaluation of investments | (14,365) | 0 |
Interest expense | (30,438) | (30,802) |
Gain on early extinguishment of liabilities | 29,952 | 0 |
Other income (expense), net | 3,772 | (1,175) |
Income (Loss) Before Income Taxes | 183,215 | (24,469) |
INCOME TAX EXPENSE | (462) | (538) |
Net Income (Loss) | 182,753 | (25,007) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (5,833) | (4,350) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 176,920 | (29,357) |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (3,384) | 0 |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (203) | (15,374) |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS | $ 173,333 | $ (44,731) |
BASIC INCOME (LOSS) PER COMMON UNIT (in dollars per unit) | $ 1.66 | $ (0.43) |
DILUTED INCOME (LOSS) PER COMMON UNIT (in dollars per unit) | $ 1.38 | $ (0.43) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 104,169,573 | 103,888,281 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 128,453,733 | 103,888,281 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 182,753 | $ (25,007) |
Other comprehensive loss | (152) | (8) |
Comprehensive income (loss) | $ 182,601 | $ (25,015) |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statement of Changes in Equity - 3 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Class A Convertible Preferred Units | Accumulated Other Comprehensive Loss | Noncontrolling Interests | General Partner | Limited Partner | Limited PartnerClass A Convertible Preferred Units | Limited PartnerCommon units |
Beginning Balance (in units) at Mar. 31, 2016 | 104,169,573 | |||||||
Beginning Balance at Mar. 31, 2016 | $ 1,694,065 | $ (157) | $ 37,707 | $ (50,811) | $ 1,707,326 | |||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions | (42,051) | (1,355) | (70) | (40,626) | ||||
Contributions | 329 | 830 | (501) | |||||
Purchase of additional interest in water pipeline company | (2,817) | (5,173) | 2,356 | |||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units | $ 131,534 | $ 131,534 | ||||||
Issuance of warrants | 48,550 | 48,550 | ||||||
Accretion of beneficial conversion feature of Class A convertible preferred units | $ (1,589) | $ (1,589) | ||||||
Net income (loss) | 182,753 | 5,833 | 203 | 176,717 | ||||
Other comprehensive loss | (152) | (152) | ||||||
Other | (53) | 0 | (53) | |||||
Ending Balance (in units) at Jun. 30, 2016 | 104,169,573 | |||||||
Ending Balance at Jun. 30, 2016 | $ 2,010,569 | $ (309) | $ 37,842 | $ (50,678) | $ 2,023,714 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 182,753 | $ (25,007) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization, including amortization of debt issuance costs | 53,090 | 63,814 |
Gain on early extinguishment of liabilities | (29,952) | 0 |
Non-cash equity-based compensation expense | 22,337 | 36,294 |
(Gain) loss on disposal or impairment of assets, net | (204,319) | 421 |
Revaluation of liabilities | 0 | (11,195) |
Provision for doubtful accounts | 12 | 1,060 |
Net commodity derivative loss | 59,700 | 41,243 |
Equity in earnings of unconsolidated entities | (394) | (8,718) |
Distributions of earnings from unconsolidated entities | 177 | 6,163 |
Revaluation of investments | 14,365 | 0 |
Other | (152) | (8) |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable-trade | (87,276) | 119,675 |
Accounts receivable-affiliates | 11,873 | (1,542) |
Inventories | (154,625) | (47,017) |
Prepaid expenses and other assets | (57,692) | (25,432) |
Accounts payable-trade | 107,568 | (78,115) |
Accounts payable-affiliates | 1,276 | (202) |
Accrued expenses and other liabilities | 490 | (1,610) |
Advance payments received from customers | 9,347 | 12,005 |
Net cash (used in) provided by operating activities | (71,422) | 81,829 |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (99,771) | (122,110) |
Purchases of pipeline capacity allocations | (40,408) | 0 |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (14,458) | (63,898) |
Cash flows from commodity derivatives | (21,535) | (21,693) |
Proceeds from sales of assets | 438 | 1,931 |
Proceeds from sale of TLP common units | 112,370 | 0 |
Investments in unconsolidated entities | 0 | (2,149) |
Distributions of capital from unconsolidated entities | 2,941 | 3,156 |
Loan for natural gas liquids facility | 0 | (3,913) |
Payments on loan for natural gas liquids facility | 2,130 | 1,600 |
Loan to affiliate | (1,000) | (15,621) |
Payments on loan to affiliate | 655 | 0 |
Payment to terminate contract | (16,875) | 0 |
Net cash used in investing activities | (75,513) | (222,697) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 433,500 | 721,200 |
Payments on revolving credit facilities | (454,500) | (498,200) |
Repurchases of senior notes | (15,129) | 0 |
Payments on other long-term debt | (2,102) | (1,629) |
Debt issuance costs | (45) | (6) |
Contributions from general partner | 11 | |
Contributions from limited partners | (501) | |
Contributions from noncontrolling interest owners | 830 | 3,947 |
Distributions to partners | (40,696) | (73,097) |
Distributions to noncontrolling interest owners | (1,355) | (9,057) |
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 235,180 | 0 |
Payments for the early extinguishment of liabilities | (25,492) | 0 |
Other | (53) | (98) |
Net cash provided by financing activities | 129,637 | 143,071 |
Net (decrease) increase in cash and cash equivalents | (17,298) | 2,203 |
Cash and cash equivalents, beginning of period | 28,176 | 41,303 |
Cash and cash equivalents, end of period | 10,878 | 43,506 |
General Partner | ||
OPERATING ACTIVITIES: | ||
Net income (loss) | 203 | |
FINANCING ACTIVITIES: | ||
Contributions from general partner | 0 | |
Limited Partner | ||
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 176,717 | |
FINANCING ACTIVITIES: | ||
Contributions from limited partners | $ 0 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership . NGL Energy Holdings LLC serves as our general partner. At June 30, 2016 , 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, a fleet of owned barges and towboats, and interests in two crude oil pipelines. Our crude oil logistics segment purchases crude oil from producers and transports it to refineries or 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 provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms and drilling fluids and performs truck washouts. In addition, our water solutions segment sells the recycled water and recovered hydrocarbons that result from performing these services. • 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 18 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, which conducts gasoline, diesel, ethanol, and biodiesel marketing operations. We purchase refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedule them for delivery at various locations. Recent Developments On February 1, 2016, we completed the sale of our general partner interest in TransMontaigne Partners L.P. (“TLP”) to an affiliate of ArcLight Capital Partners (“ArcLight”). As a result, on February 1, 2016, we deconsolidated TLP and began to account for our limited partner investment in TLP using the equity method of accounting. See Note 2 for a discussion of the sale. As TLP was previously a consolidated entity, our condensed consolidated statement of operations for the three months ended June 30, 2015 included three months of TLP’s operations and income attributable to the noncontrolling interests of TLP. On April 1, 2016, we sold all of the TLP common units we owned to ArcLight . See Note 2 for a discussion of the sale. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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. We have included 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, 2016 is derived from our audited consolidated financial statements for the fiscal year ended March 31, 2016 included in our Annual Report on Form 10-K (“Annual Report”). As previously reported, subsequent to the issuance of certain previously issued financial statements, in the fourth quarter of fiscal year 2016, we determined that there were errors in those financial statements from not recording certain contingent consideration liabilities related to royalty agreements assumed as part of acquisitions in our water solutions segment. The effect of the error was material to the financial statements for each of the first three fiscal quarters of 2016, so those quarters have been restated for the effects of the error correction. We have restated our previously issued condensed consolidated statement of operations, condensed consolidated statement of comprehensive loss and condensed consolidated statement of cash flows for the three months ended June 30, 2015 . See Note 17 in our Annual Report for a summary of the impact of the error correction for the three months ended June 30, 2015 . 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, 2017 . 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. Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our condensed consolidated balance sheets except for certain contracts that qualify for the normal purchase and normal sale election. 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. We have not designated any financial instruments as hedges for accounting purposes. All changes in the fair value of our commodity derivative instruments that do not qualify as normal purchases and normal sales (whether cash transactions or non-cash mark-to-market adjustments) are reported within cost of sales in our condensed consolidated statements of operations, regardless of whether the contract is physically or financially settled. We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations. We do not enter into such contracts for trading purposes. Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements. We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. However, net unbalanced positions can exist or are established based on our assessment of anticipated market movements. Inherent in the resulting contractual portfolio are certain business risks, including commodity price risk and credit risk. Commodity price risk is the risk that the market value of crude oil, natural gas liquids, or refined products will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. Procedures and limits for managing commodity price risks and credit risks are specified in our market risk policy and credit risk policy, respectively. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel. Credit risk is monitored daily and exposure is minimized through customer deposits, restrictions on product liftings, letters of credit, and entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions. 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. 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 ended June 30, 2016 and 2015 include $1.2 million and $1.5 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 June 30, 2016 2015 (in thousands) Interest paid, exclusive of debt issuance costs and letter of credit fees $ 29,187 $ 31,172 Income taxes paid (net of income tax refunds) $ 1,684 $ 4,083 Cash flows from settlements of commodity derivative instruments are included in 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 in our condensed consolidated statements of cash flows. 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. At March 31, 2016 , our inventory values were reduced by $13.3 million of lower of cost or market adjustments. Inventories consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Crude oil $ 77,201 $ 84,030 Natural gas liquids: Propane 57,379 28,639 Butane 27,946 8,461 Other 5,733 6,011 Refined products: Gasoline 159,585 80,569 Diesel 145,760 99,398 Renewables 40,008 52,458 Other 8,923 8,240 Total $ 522,535 $ 367,806 Investments in Unconsolidated Entities Investments we cannot control, but can exercise significant influence over, are accounted for 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. On April 1, 2016, we sold all of the TLP common units we owned to ArcLight for approximately $112.4 million in cash and recorded a gain on disposal of $104.1 million during the three months ended June 30, 2016 . Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Date Acquired June 30, 2016 March 31, 2016 (in thousands) Glass Mountain (1) Crude oil logistics 50.0% December 2013 $ 176,653 $ 179,594 TLP (2) Refined products and renewables 0% July 2014 — 8,301 Water supply company (3) Water solutions 100.0% June 2014 — 15,875 Water treatment and disposal facility Water solutions 50.0% August 2015 2,238 2,238 Ethanol production facility Refined products and renewables 19.0% December 2013 13,130 12,570 Retail propane company Retail propane 50.0% April 2015 745 972 Total $ 192,766 $ 219,550 (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 $74.1 million at June 30, 2016 . This difference relates primarily to goodwill and customer relationships. (2) On April 1, 2016, we sold all of the TLP common units we owned. (3) On June 3, 2016, we acquired the remaining 65% ownership interest in the water supply company , and as a result, the water supply company is now consolidated in our condensed consolidated financial statements (see Note 4 ). Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Loan receivable (1) $ 47,428 $ 49,827 Tank bottoms (2) 42,044 42,044 Linefill (3) 35,060 35,060 Other 60,184 49,108 Total $ 184,716 $ 176,039 (1) Represents a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party . (2) 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. At June 30, 2016 and March 31, 2016 , tank bottoms held in third party terminals consisted of 366,212 barrels and 366,212 barrels of refined products, respectively. Tank bottoms held in terminals we own are included within property, plant and equipment (see Note 5 ). (3) Represents minimum volumes of crude oil we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2016 and March 31, 2016 , linefill consisted of 487,104 barrels and 487,104 barrels of crude oil, respectively. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Accrued compensation and benefits $ 67,548 $ 40,517 Excise and other tax liabilities 51,951 59,455 Derivative liabilities 47,957 28,612 Accrued interest 18,668 20,543 Product exchange liabilities 10,972 5,843 Deferred gain on sale of general partner interest in TLP 30,113 30,113 Other 29,668 29,343 Total $ 256,877 $ 214,426 Sale of General Partner Interest in TLP As previously reported, on February 1, 2016, we completed the sale of our general partner interest in TLP to ArcLight and deferred a portion of the gain on the sale and will recognize this amount over our future lease payment obligations, which is approximately seven years . During the three months ended June 30, 2016 , we recognized $7.5 million of the deferred gain in our condensed consolidated statement of operations. Within our condensed consolidated balance sheet, the current portion of the deferred gain, $30.1 million , is recorded in accrued expenses and other payables and the long-term portion, $161.9 million , is recorded in other noncurrent liabilities. Noncontrolling Interests We have certain consolidated subsidiaries in which outside parties own interests. The noncontrolling interest shown in our condensed consolidated financial statements represents the other owners’ interests in these entities. Business Combination Measurement Period We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the value of the assets acquired and liabilities assumed in a business combination. As described in Note 4 , certain of our 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. Also, as described in Note 4 , we made certain adjustments during the three months ended June 30, 2016 to our estimates of the acquisition date fair values of assets acquired and liabilities assumed in business combinations that occurred during the year ended March 31, 2016 . In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, “Simplifying the Accounting Adjustments for Measurement-Period Adjustments.” The ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The ASU is effective for the Partnership beginning April 1, 2016, and requires a prospective method of adoption. Reclassifications 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The ASU will replace previous lease accounting guidance in GAAP. The ASU requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The ASU retains a distinction between finance leases and operating leases. The ASU is effective for the Partnership beginning April 1, 2019, and requires a modified retrospective method of adoption. We are in the process of assessing the impact of this ASU on our consolidated financial statements. In July 2015, the FASB issued 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, and requires a prospective method of adoption, 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 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 | 3 Months Ended |
Jun. 30, 2016 | |
Earnings Per Unit [Abstract] | |
Income (Loss) Per Common Unit | Income (Loss) Per Common Unit Our income (loss) per common unit is as follows for the periods indicated: As Restated Three Months Ended June 30, 2016 2015 (in thousands, except unit and per unit amounts) Net income (loss) $ 182,753 $ (25,007 ) Less: Net income attributable to noncontrolling interests (5,833 ) (4,350 ) Net income (loss) attributable to NGL Energy Partners LP 176,920 (29,357 ) Less: Distributions to preferred unitholders (3,384 ) — Less: Net income allocated to general partner (1) (203 ) (15,374 ) Net income (loss) allocated to common unitholders 173,333 (44,731 ) Effect of dilutive securities 3,381 — Net income (loss) attributable to common unitholders (diluted) $ 176,714 $ (44,731 ) Basic income (loss) per common unit $ 1.66 $ (0.43 ) Diluted income (loss) per common unit $ 1.38 $ (0.43 ) Basic weighted average common units outstanding 104,169,573 103,888,281 Diluted weighted average common units outstanding 128,453,733 103,888,281 (1) Net income allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights, which are described in Note 11 . The diluted weighted average common units outstanding for the three months ended June 30, 2016 included 4,341,991 warrants and 19,942,169 preferred units (as described in Note 11 ) that were considered dilutive for the period. For the three months ended June 30, 2016 and 2015 , the restricted units were considered antidilutive. |
Acquisitions
Acquisitions | 3 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Year Ending March 31, 2017 Water Pipeline Company As discussed below, on January 7, 2016, we acquired a 57.125% interest in an existing produced water pipeline company operating in the Delaware Basin portion of West Texas. On June 3, 2016, we acquired an additional 24.5% interest in this water pipeline company as part of the purchase and sale agreement discussed in Note 15 . As we control this entity (and will continue to retain our controlling financial interest), the acquisition of the additional interest is accounted for as an equity transaction, no gain or loss will be recorded and the carrying value of the noncontrolling interest will be adjusted to reflect the change in ownership interest of the subsidiary. As of the date of the transaction, the 24.5% interest had a carrying value of $5.2 million . Water Supply Company On June 3, 2016, we acquired the remaining 65% ownership interest in a water supply company (see Note 2 ). In exchange for this additional interest, we paid $1.0 million of cash and assumed an outstanding note payable, which relates to money this entity previously borrowed from us. Prior to the completion of this transaction we accounted for the 35% previously held ownership interest of this water supply company using the equity method of accounting (see Note 2 ). As we now own a controlling interest in this entity, we revalued our previously held 35% ownership interest to fair value of $0.8 million and recorded a loss of $14.9 million , which is recorded within revaluation of investments in our condensed consolidated statement of operations. As the amount paid (cash plus the fair value of our previous ownership interest) was less than the fair value of the assets acquired and liabilities assumed, we recorded a gain on bargain purchase of $0.6 million within revaluation of investments in our condensed consolidated statement of operations. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at June 30, 2016 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending June 30, 2017. The following table summarizes the preliminary estimates of the fair values of the assets acquired (and useful lives) and liabilities assumed (in thousands): Cash and cash equivalents $ 800 Accounts receivable-trade 721 Prepaid expenses and other current assets 192 Property, plant and equipment: Buildings and leasehold improvements (7-30 years) 8,786 Land 88 Intangible asset: Water rights (indefinite life) 14,472 Accounts payable-trade (33 ) Accrued expenses and other payables (50 ) Advance payments received from customers (2,682 ) Notes payable-intercompany (19,900 ) Fair value of net assets acquired $ 2,394 Water Solutions Facility We were party to a development agreement that required us to purchase water solutions facilities developed by the other party to the agreement. During the three months ended June 30, 2016 , we purchased a water treatment and disposal facility under this development agreement and paid $9.0 million of cash. In addition, we have recorded contingent consideration liabilities within accrued expenses and other payables and other noncurrent liabilities related to future royalty payments due to the sellers of this facility. We estimated the contingent consideration based on the contracted royalty rate, which is a flat rate per disposal barrel and percentage of oil revenues, multiplied by the expected disposal volumes and oil revenue for the expected useful life of the facility and disposal well. This amount was then discounted to present value using our weighted average cost of capital plus a premium representative of the uncertainty associated with the expected disposal volumes and oil revenue. As of the acquisition date, we recorded a contingent liability of $2.6 million . We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed for this water treatment and disposal facility, and as a result, the estimates of fair value at June 30, 2016 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending June 30, 2017. 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) $ 2,325 Buildings and leasehold improvements (7-30 years) 1,073 Land 415 Other (5 years) 8 Goodwill 8,803 Accrued expenses and other payables (1,280 ) Other noncurrent liabilities (2,344 ) Fair value of net assets acquired $ 9,000 For the water solutions facility acquisition during the three months ended June 30, 2016 , 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 represents a premium paid to expand the number of our disposal sites in an oilfield production basin currently serviced by us, thereby enhancing our competitive position as a provider of disposal services in this oilfield production basin. We estimate that all of the goodwill will be deductible for federal income tax purposes. Retail Propane Business During the three months ended June 30, 2016 , we acquired a retail propane business and paid $1.4 million of cash in exchange for these assets and operations. The agreement for this acquisition contemplates post-closing payments for certain working capital items. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at June 30, 2016 are subject to change. Year Ended March 31, 2016 Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the value of the assets acquired and liabilities assumed in a business combination. Water Pipeline Company During the three months ended June 30, 2016 , we finalized the purchase price accounting for the 57.125% interest acquired in a water pipeline company on January 7, 2016. During the current period, we recorded an adjustment to reclassify approximately $1.1 million from property, plant and equipment to intangible assets, in order to present the fair value of the acquired rights-of-way as an indefinite-lived asset, which is consistent with our historical accounting policies. There have been no other adjustments to the fair value of assets acquired and liabilities assumed which were disclosed in our Annual Report. Delaware Basin Water Solutions Facilities During the three months ended June 30, 2016 , we finalized the purchase price accounting for the four saltwater disposal facilities and a 50% interest in an additional saltwater disposal facility in the Delaware Basin of the Permian Basin in Texas we acquired on August 24, 2015. There have been no adjustments to the fair value of assets acquired and liabilities assumed which were disclosed in our Annual Report. Water Solutions Facilities During the three months ended June 30, 2016 , we finalized the purchase price accounting for nine water facilities developed under the development agreement. During the current period, we received additional information and recorded an adjustment of $0.7 million to property, plant and equipment to recognize the fair value of additional assets that we acquired. This adjustment also reduced goodwill by the same amount. In addition, we paid $1.0 million in cash to the seller during the current period, for consideration that was held back at the acquisition date, which we recorded as a liability to accrued expenses and other payables. Retail Propane Businesses During the three months ended June 30, 2016 , we finalized the purchase price accounting for four retail propane businesses we acquired during the year ended March 31, 2016 . There have been no adjustments to the fair value of assets acquired and liabilities assumed which were disclosed in our Annual Report. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2016 March 31, 2016 (in thousands) Natural gas liquids terminal and storage assets 2–30 years $ 169,751 $ 169,758 Refined products terminal assets and equipment 20 years 6,844 6,844 Retail propane equipment 2–30 years 203,409 201,312 Vehicles and railcars 3–25 years 187,392 185,547 Water treatment facilities and equipment 3–30 years 522,037 508,239 Crude oil tanks and related equipment 2–40 years 139,192 137,894 Barges and towboats 5–40 years 85,320 86,731 Information technology equipment 3–7 years 42,409 38,653 Buildings and leasehold improvements 3–40 years 121,689 118,885 Land 48,531 47,114 Tank bottoms 20,319 20,355 Other 3–30 years 55,450 11,699 Construction in progress 423,897 383,032 2,026,240 1,916,063 Accumulated depreciation (292,847 ) (266,491 ) Net property, plant and equipment $ 1,733,393 $ 1,649,572 The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2016 2015 (in thousands) Depreciation expense $ 27,654 $ 35,794 Capitalized interest expense 3,735 141 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: June 30, 2016 March 31, 2016 Product Volume Value Volume Value Crude oil 231 $ 19,348 231 $ 19,348 Other 24 971 24 1,007 Total $ 20,319 $ 20,355 Loss on Disposal of Assets During the three months ended June 30, 2016 , in our crude oil logistics segment, we retired a barge and recorded a loss of $0.9 million and recorded a loss on sale of $0.5 million related to pipe we no longer expect to use in the originally-planned Grand Mesa Pipeline . Both losses are reported within (gain) loss on disposal or impairment of assets, net in our condensed consolidated statement of operations. |
Goodwill
Goodwill | 3 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes changes in goodwill by segment during the three months ended June 30, 2016 : Crude Oil Water Liquids Retail Refined Total (in thousands) Balances at March 31, 2016 $ 579,846 $ 290,915 $ 266,046 $ 127,428 $ 51,127 $ 1,315,362 Revisions to acquisition accounting (Note 4) — (724 ) — — — (724 ) Acquisitions (Note 4) — 8,803 — 160 — 8,963 Adjustment to initial impairment estimate — 124,662 — — — 124,662 Balances at June 30, 2016 $ 579,846 $ 423,656 $ 266,046 $ 127,588 $ 51,127 $ 1,448,263 Goodwill Adjustment to Initial Impairment Estimate During the three months ended March 31, 2016, we recorded a preliminary goodwill impairment charge of $380.2 million . During the three months ended June 30, 2016 , we finalized our goodwill impairment analysis, with the assistance of a third party valuation firm. As a result of finalizing our analysis, we determined that we needed to reverse $124.7 million of the previously recorded goodwill impairment recorded during the three months ended March 31, 2016. We recorded the reversal within (gain) loss on disposal or impairment of assets, net in our condensed consolidated statements of operations. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: June 30, 2016 March 31, 2016 Description Amortizable Lives Gross Carrying Accumulated Gross Carrying Accumulated (in thousands) Amortizable: Customer relationships 3–20 years $ 852,518 $ 253,834 $ 852,118 $ 233,838 Pipeline capacity rights 30 years 160,044 7,613 119,636 6,559 Water facility development agreement 5 years — — 14,000 7,700 Executory contracts and other agreements 2–30 years 25,062 21,633 23,920 21,075 Non-compete agreements 2–32 years 24,269 13,913 20,903 13,564 Trade names 1–10 years 15,439 12,457 15,439 12,034 Debt issuance costs (1) 3 years 39,954 23,833 39,942 22,108 Total amortizable 1,117,286 333,283 1,085,958 316,878 Non-amortizable: Customer commitments 310,000 — 310,000 — Rights-of-way and easements 47,652 — 47,190 — Water rights 14,472 — — — Trade names 17,420 — 22,620 — Total non-amortizable 389,544 — 379,810 — Total $ 1,506,830 $ 333,283 $ 1,465,768 $ 316,878 (1) Includes debt issuance costs related to revolving credit facilities. Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. The weighted-average remaining amortization period for intangible assets is approximately 8.2 years. Write off of Intangible Assets As a result of terminating the development agreement in the Water Solutions segment (see Note 15 ), we incurred a loss of $5.8 million to write off the water facility development agreement. During the three months ended June 30, 2016 , we wrote-off $5.2 million related to the value of an indefinite-lived trade name intangible asset in conjunction with finalizing our goodwill impairment analysis (see Note 6 ). Both losses are reported within (gain) loss on disposal or impairment of assets, net in our condensed consolidated statement of operations. Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2016 2015 (in thousands) Depreciation and amortization $ 21,252 $ 24,037 Cost of sales 1,596 1,701 Interest expense 1,725 1,484 Total $ 24,573 $ 27,222 Expected amortization of our intangible assets, exclusive of assets that are not yet amortizable, is as follows (in thousands): Year Ending March 31, 2017 (nine months) $ 73,529 2018 94,375 2019 85,497 2020 79,363 2021 67,523 Thereafter 383,716 Total $ 784,003 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: June 30, 2016 March 31, 2016 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ 1,171,500 $ — $ 1,171,500 $ 1,229,500 $ — $ 1,229,500 Working capital borrowings 655,500 — 655,500 618,500 — 618,500 5.125% Notes due 2019 383,467 (4,214 ) 379,253 388,467 (4,681 ) 383,786 6.875% Notes due 2021 369,063 (6,802 ) 362,261 388,289 (7,545 ) 380,744 6.650% Notes due 2022 250,000 (3,039 ) 246,961 250,000 (3,166 ) 246,834 Other long-term debt 59,469 (133 ) 59,336 61,488 (108 ) 61,380 2,888,999 (14,188 ) 2,874,811 2,936,244 (15,500 ) 2,920,744 Less: Current maturities 7,961 — 7,961 7,907 — 7,907 Long-term debt $ 2,881,038 $ (14,188 ) $ 2,866,850 $ 2,928,337 $ (15,500 ) $ 2,912,837 (1) Debt issuance costs related to the revolving credit facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. Amortization expense for debt issuance costs related to our notes due in 2019, 2021 and 2022 and other long-term debt was $0.9 million and $0.8 million during the three months ended June 30, 2016 and 2015 , respectively. Expected amortization of debt issuance costs is as follows (in thousands): Year Ending March 31, 2017 (nine months) $ 2,458 2018 3,204 2019 3,201 2020 2,211 2021 1,803 Thereafter 1,311 Total $ 14,188 Credit Agreement We have entered into a credit agreement (as amended, the “Credit Agreement”) with a syndicate of banks. The Credit Agreement includes a revolving credit facility to fund working capital needs (the “Working Capital Facility”) and a revolving credit facility to fund acquisitions and expansion projects (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”) . At June 30, 2016 , our Revolving Credit Facility had a total capacity of $2.484 billion . Our Revolving Credit Facility has an “accordion” feature that allows us to increase the capacity by $150 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 $1.446 billion for cash borrowings at June 30, 2016 . At that date, we had outstanding borrowings of $1.172 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 June 30, 2016 . At that date, we had outstanding borrowings of $655.5 million and outstanding letters of credit o f $71.6 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 expire 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 June 30, 2016 , the borrowings under the Credit Agreement were LIBOR borrowings with an interest rate at June 30, 2016 of 2.73% , calculated as the LIBOR rate of 0.48% plus a margin of 2.25% . At June 30, 2016 , 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. The Credit Agreement also specifies that our leverage ratio cannot be more than 4.50 to 1 and that interest coverage ratio cannot be less than 2.75 to 1 at any quarter end. At June 30, 2016 , our leverage ratio was approximately 4.0 to 1 and our interest coverage ratio was approximately 4.7 to 1 . At June 30, 2016 , 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”). During the three months ended June 30, 2016 , we repurchased $5.0 million of our 2019 Notes for an aggregate purchase price of $3.1 million (excluding payments of accrued interest). As a result, we recorded a gain on the early extinguishment of our 2019 Notes of $1.8 million (net of the write off of debt issuance costs of $0.1 million ). The 2019 Notes mature on July 15, 2019. Interest is payable on January 15 and July 15 of each year. We have the right to redeem the 2019 Notes before the maturity date, although we would be required to pay a premium for early redemption. At June 30, 2016 , 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”). During the three months ended June 30, 2016 , we repurchased $19.2 million of our 2021 Notes for an aggregate purchase price of $12.0 million (excluding payments of accrued interest). As a result, we recorded a gain on the early extinguishment of our 2021 Notes of $6.8 million (net of the write off of debt issuance costs of $0.4 million ). The 2021 Notes mature on October 15, 2021. Interest is payable on April 15 and October 15 of each year. We have the right to redeem the 2021 Notes before the maturity date, although we would be required to pay a premium for early redemption. At June 30, 2016 , 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. At June 30, 2016 , we were in compliance with the covenants under the Note Purchase Agreement. 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 $59.5 million at June 30, 2016 , and the interest rates on these instruments range from 1.17% to 7.08% per year. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at June 30, 2016 : Year Ending March 31, Revolving 2019 2021 2022 Other Total (in thousands) 2017 (nine months) $ — $ — $ — $ — $ 5,786 $ 5,786 2018 — — — 25,000 7,177 32,177 2019 1,827,000 — — 50,000 6,076 1,883,076 2020 — 383,467 — 50,000 5,644 439,111 2021 — — — 50,000 34,687 84,687 Thereafter — — 369,063 75,000 99 444,162 Total $ 1,827,000 $ 383,467 $ 369,063 $ 250,000 $ 59,469 $ 2,888,999 |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We qualify as a partnership for income tax purposes. As such, we generally do not pay United States federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership. We have certain taxable corporate subsidiaries in the United States and in Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2012 to 2015 generally remain subject to examination by federal, state, and Canadian tax authorities. We utilize 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 basis. 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 June 30, 2016 or March 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 June 30, 2016 includes a liability, measured on an undiscounted basis, of $2.3 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 previously 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 We have 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. The following table is a rollforward of our asset retirement obligation, which is reported within other noncurrent liabilities in our condensed consolidated balance sheets (in thousands): Balance at March 31, 2016 $ 5,574 Liabilities incurred 24 Accretion expense 109 Balance at June 30, 2016 $ 5,707 In addition to the obligations described above, we may be obligated to remove facilities or perform other remediation upon retirement of certain other assets. We do not believe the present value of these asset retirement obligations, under current laws and regulations, after taking into consideration the estimated lives of our facilities, is material to our consolidated financial position or results of operations. Operating Leases We have executed various noncancelable operating lease agreements for product storage, office space, vehicles, real estate, railcars, and equipment. The following table summarizes future minimum lease payments under these agreements at June 30, 2016 (in thousands): Year Ending March 31, 2017 (nine months) $ 68,995 2018 79,568 2019 60,043 2020 52,159 2021 47,001 Thereafter 77,649 Total $ 385,415 Rental expense relating to operating leases was $29.9 million and $33.8 million during the three months ended June 30, 2016 and 2015 , respectively. Pipeline Capacity Agreements We have executed noncancelable agreements with crude oil and refined products pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. 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 June 30, 2016 (in thousands): Year Ending March 31, 2017 (nine months) $ 39,012 2018 52,082 2019 52,170 2020 42,418 Total $ 185,682 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 June 30, 2016 : Volume Value (in thousands) Purchase commitments: Natural gas liquids fixed-price (gallons) 40,157 $ 20,350 Natural gas liquids index-price (gallons) 813,911 437,390 Crude oil fixed-price (barrels) 1,789 87,326 Crude oil index-price (barrels) 17,196 747,494 Sale commitments: Natural gas liquids fixed-price (gallons) 118,257 76,308 Natural gas liquids index-price (gallons) 438,941 322,701 Crude oil fixed-price (barrels) 2,739 133,550 Crude oil index-price (barrels) 18,011 880,595 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 (described in Note 12 ) or inventory positions (described in Note 2 ). Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our condensed consolidated balance sheet and are not included in the table above. These contracts are included in the derivative disclosures in Note 12 , and represent $38.5 million of our prepaid expenses and other current assets and $44.0 million of our accrued expenses and other payables at June 30, 2016 . |
Equity
Equity | 3 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Equity | 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. Our Distributions On July 22, 2016 , we declared a distribution of $0.39 per common unit, to be paid on August 12, 2016 to unitholders of record on August 4, 2016 . This distribution is expected to be $41.2 million , including amounts to be paid on common and general partner notional units as well as an incentive distribution. Class A Convertible Preferred Units On April 21, 2016, we entered into a private placement agreement to issue $200 million of 10.75% Class A Convertible Preferred Units (“Preferred Units”) to Oaktree Capital Management L.P. and their co-investors (“Oaktree”) . On June 23, 2016, the private placement agreement was amended to increase the aggregate principal amount from $200 million to $240 million . On May 11, 2016, we received an initial $100 million (“initial closing date”) and Oaktree received 8,309,237 Preferred Units and on June 24, 2016 we received the remaining $140 million (“second closing date”) and Oaktree received 11,632,932 Preferred Units. In addition, Oaktree received 4,345,112 warrants ( 1,822,963 at the initial closing date and 2,522,149 at the second closing date) to purchase common units at an exercise price of $0.01 per common unit. We will pay to the holders of the Preferred Units a cumulative, quarterly distribution in arrears at an annual rate of 10.75% on the Preferred Units then outstanding in cash, to the extent declared by the board of directors of our general partner. To the extent declared, such distributions will be paid for each such quarter within 45 days after each quarter end. On July 22, 2016 , we declared a pro rata distribution for the three months ended June 30, 2016 of $1.8 million to be paid to the holders of the Preferred Units on August 12, 2016 . If the Preferred Unit quarterly distribution is not made in full in cash for any quarter, the Preferred Unit distribution rate will increase by one quarter of a percentage point ( 0.25% ) per annum beginning with distributions for the first six -month period that a payment default is in effect, and will further increase by an additional one quarter of a percentage point ( 0.25% ) beginning with distributions for the next six -month period during which a payment default remains in effect. The deficiency rate shall not exceed 11.25% per annum; as long as the default is occurring, the amount of accrued but unpaid Preferred Unit quarterly distributions shall increase at an annual rate of 10.75% , compounded quarterly, until paid in full. The Preferred Units have no mandatory redemption date but are redeemable, at our election, any time after the first anniversary of the closing date. We have the right to redeem all of the outstanding Preferred Units at a price per Preferred Unit equal to the purchase price multiplied by the redemption multiple then in effect. The redemption multiple means (a) 140% for redemptions occurring on or after the first, but prior to the second anniversary of the closing date, (b) 115% for the redemptions occurring on or after the second, but prior to the third anniversary of the closing date, (c) 110% for redemptions occurring on or after the third, but prior to the eighth anniversary of the closing date and (d) 101% for redemptions occurring on or after the eighth anniversary of the closing date. At any time after the third anniversary of the initial closing date, the Preferred Unit holders shall have the right to convert all of the outstanding Preferred Units at a price per Preferred Unit equal to the purchase price multiplied by the conversion multiple then in effect, which may be settled in units, cash or a combination, at our discretion. The conversion multiple means if our units are trading at or above $12.035 (“the initial conversion price”), the conversion price is not adjusted. However, if the conversion price is less than the initial conversion price, the conversion price will be reset to the greater of (i) the adjusted volume weighted average price of our common units for the fifteen trading days immediately preceding the third anniversary of the closing date or (ii) $5.00 . Upon a change of control of the Partnership, each Preferred Unit holder shall have the right, at its election, to either (i) elect to have its Preferred Units converted to common units; (ii) if we are the surviving entity of such change of control, it can elect to continue to hold its Preferred Units; or (iii) require us to redeem its Preferred Units in cash which equals (a) prior to the first anniversary of the closing date, 140% of the unit purchase price; (b) on or after the first but prior to the second anniversary of the closing date, 130% of the unit purchase price; (c) on or after the second anniversary of the closing date , 120% of the unit purchase price; and (d) thereafter, 101% of the unit purchase price. In each case, this amount will include any accrued but unpaid distributions at the redemption date. Under the agreement, we are required to file within 180 days of the initial closing date a registration statement registering the resales of common units issued or to be issued upon conversion of the Preferred Units or exercise of the warrants and have the registration statement declared effective within 360 days after the closing date. We are required to continue to maintain the effectiveness of the registration statement until all securities have been sold. If the registration statement is not effective before the deadline, then the Preferred Unit holders shall be entitled to liquidated damages. The liquidated damages, which would accrue daily, are an amount equal to 0.25% of the multiplier for the first 60 day period following the effectiveness deadline plus an additional 0.25% of the multiplier for each subsequent 30 day period (i.e. 0.50% for 61-90 days, 0.75% for 91-120 days and 1.00% thereafter) up to a maximum of 1.00% of the liquidated damage multiplier per 30 day period, until the registration statement becomes effective or the Preferred Units are sold. The warrants have an eight year term, after which unexercised warrants will expire. The holders of the warrants may convert one-third of the warrants from and after the first anniversary of the original issue date, another one-third of the warrants from and after the second anniversary of the original issue date and the final one-third may be converted from and after the third anniversary. Upon a change of control or in the event we exercise our redemption right with respect to the Preferred Units, all unvested warrants shall immediately vest and be exercisable in full. We received net proceeds of $235.2 million (net of issuance costs of $4.8 million ) in connection with the issuance of Preferred Units and warrants. We allocated these net proceeds, on a relative fair value basis, to the Preferred Units ( $186.6 million ), which includes the value of the beneficial conversion feature and warrants ( $48.6 million ). As described below, $131.5 million of the amount allocated to the Preferred Units is allocated to the intrinsic value of a beneficial conversion feature. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. Per the accounting guidance, we are required to allocate a portion of the proceeds allocated to the Preferred Units to the beneficial conversion feature based on the intrinsic value of the beneficial conversion feature. The intrinsic value is calculated at the commitment date based on the difference between the fair value of the common units at the issuance date (number of common units issuable at conversion multiplied by the per share value of our common units at the issuance date) and the proceeds attributed to the Preferred Units. We will record the accretion attributed to the beneficial conversion feature as a deemed distribution using the effective interest method over the three year period prior to the effective dates of the holders’ conversion right. Accretion for the beneficial conversion feature was $1.6 million for the three months ended June 30, 2016 . As discussed above, the Preferred Units are not mandatorily redeemable but are redeemable upon a change of control, which was not certain to occur at the issuance of the Preferred Units. Due to the redemption being conditioned upon an event that is not certain to occur or that is not under our control, we are required to record the value allocated to the Preferred Units, excluding the value of the beneficial conversion feature, between liabilities and equity (mezzanine or temporary equity) within our condensed consolidated balance sheet. The value allocated to the warrants and the beneficial conversion feature were recorded as part of Limited Partners’ equity within our condensed consolidated balance sheet. Amended and Restated Partnership Agreement On June 22, 2016, NGL Energy Holdings LLC, the general partner, executed the Third Amended and Restated Agreement to the Limited Partnership. The preferences, rights, powers and duties of holders of the Preferred Units are defined in the amended and restated partnership agreement. The Preferred Units rank senior to the common units, with respect to the payment of distributions and distribution of assets upon liquidation, dissolution and winding up. The Preferred Units have no stated maturity and are not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless redeemed by the partnership or converted into common units at the election of the partnership or the Preferred Unit holders or in connection with a change of control. Equity-Based Incentive Compensation Our general partner has adopted a long-term incentive plan (“LTIP”), which allows for the issuance of equity-based compensation. Our general partner has granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients. The awards may also vest in the event of a change in control, at the discretion of the board of directors of our general partner. No distributions accrue to or are paid on the restricted units during the vesting period. The restricted units include awards that vest contingent on the continued service of the recipients through the vesting date (the “Service Awards”). The restricted units also include awards that are contingent both on the continued service of the recipients through the vesting date and also on the performance of our common units relative to other entities in the Alerian MLP Index (the “Index”) over specified periods of time (the “Performance Awards”). The following table summarizes the Service Award activity during the three months ended June 30, 2016 : Unvested Service Award units at March 31, 2016 2,297,132 Units granted 104,000 Units forfeited (83,000 ) Unvested Service Award units at June 30, 2016 2,318,132 The following table summarizes the scheduled vesting of our unvested Service Award units: Year Ending March 31, 2017 (nine months) 1,375,991 2018 752,141 2019 158,000 Thereafter 32,000 Unvested Service Award units at June 30, 2016 2,318,132 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 distributions. During the three months ended June 30, 2016 and 2015 , we recorded compensation expense related to Service Award units of $20.9 million and $18.5 million , respectively. The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at June 30, 2016 (in thousands), after taking into consideration estimated forfeitures of approximately 110,000 units. For purposes of this calculation, we used the closing price of our common units on June 30, 2016 , which was $19.32 . Year Ending March 31, 2017 (nine months) $ 10,096 2018 5,392 2019 1,406 Thereafter 169 Total $ 17,063 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, 2016 $ 4,725 Expense recorded 20,877 Balance at June 30, 2016 $ 25,602 The weighted-average fair value of the Service Award units at June 30, 2016 was $18.52 per common unit, which was calculated as the closing price of our common units on June 30, 2016 , 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: Vesting Date of Tranche July 1, 2016 — July 1, 2017 583,382 Total 583,382 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: Our Relative TUR Percentile Ranking Payout (% of Target Units) Less than 50th percentile 0% Between the 50th and 75th percentile 50%–100% Between the 75th and 90th percentile 100%–200% Above the 90% percentile 200% During the July 1, 2013 through June 30, 2016 performance period, the return on our common units was below the return of the 50th percentile of our peer companies in the Index. As a result, no units vested on July 1, 2016. The following table summarizes the estimated fair value for each unvested tranche at June 30, 2016 (without consideration of estimated forfeitures) (in thousands): Vesting Date of Tranche July 1, 2016 $ — July 1, 2017 3,509 Total $ 3,509 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 reporting date, we adjust the cumulative expense recorded using the estimated fair value of the awards at the reporting 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 period indicated: Vesting Date of Tranche Three Months Ended (in thousands) July 1, 2016 $ (197 ) July 1, 2017 1,655 Total $ 1,458 The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at June 30, 2016 (in thousands), after taking into consideration estimated forfeitures. For purposes of this calculation, we used the June 30, 2016 fair value of the Performance Awards. Year Ending March 31, 2017 (nine months) $ 1,107 2018 369 Total $ 1,476 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, 2016 $ 309 Expense recorded 1,460 Balance at June 30, 2016 $ 1,769 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 June 30, 2016 , approximately 4.0 million common units remain available for issuance under the LTIP. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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: June 30, 2016 March 31, 2016 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 8,018 $ (24,674 ) $ 47,361 $ (3,983 ) Level 2 measurements 39,768 (48,217 ) 32,700 (28,612 ) 47,786 (72,891 ) 80,061 (32,595 ) Netting of counterparty contracts (1) (8,431 ) 8,431 (3,384 ) 3,384 Net cash collateral provided (held) 326 16,503 (18,176 ) 599 Commodity derivatives in condensed consolidated balance sheet $ 39,681 $ (47,957 ) $ 58,501 $ (28,612 ) (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 at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Prepaid expenses and other current assets $ 39,681 $ 58,501 Accrued expenses and other payables (47,957 ) (28,612 ) Net commodity derivative (liability) asset $ (8,276 ) $ 29,889 The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At June 30, 2016: Cross-commodity (1) July 2016–March 2017 186 $ 1,814 Crude oil fixed-price (2) July 2016–December 2016 (1,010 ) (3,621 ) Propane fixed-price (2) July 2016–December 2017 284 367 Refined products fixed-price (2) July 2016–September 2017 (4,996 ) (16,709 ) Other July 2016–March 2022 (6,956 ) (25,105 ) Net cash collateral provided 16,829 Net commodity derivatives in condensed consolidated balance sheet $ (8,276 ) At March 31, 2016: Cross-commodity (1) April 2016–March 2017 251 $ 1,663 Crude oil fixed-price (2) April 2016–December 2016 (1,583 ) (3,655 ) Propane fixed-price (2) April 2016–December 2017 540 (592 ) Refined products fixed-price (2) April 2016–June 2017 (5,355 ) 48,557 Other April 2016–March 2017 1,493 47,466 Net cash collateral held (17,577 ) Net commodity derivatives in condensed consolidated balance sheet $ 29,889 (1) 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) 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. During the three months ended June 30, 2016 and 2015 , we recorded net losses of $59.7 million and $41.2 million , respectively, from our commodity derivatives to cost of sales. 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 June 30, 2016 , 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 June 30, 2016 , we had $1.8 billion of outstanding borrowings under our Revolving Credit Facility at a rate of 2.73% . Fair Value of Fixed-Rate Notes The following table provides fair value estimates of our fixed-rate notes at June 30, 2016 (in thousands): 5.125% Notes due 2019 $ 348,955 6.875% Notes due 2021 325,083 6.650% Notes due 2022 237,244 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 | 3 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segments | Segments The following table summarizes certain financial data related to our segments for the periods indicated. Transactions between segments are recorded based on prices negotiated between the segments. The “corporate and other” category in the table below includes certain corporate expenses that are not allocated to the reportable segments. As Restated Three Months Ended June 30, 2016 2015 (in thousands) Revenues: Crude oil logistics- Crude oil sales $ 414,619 $ 1,312,783 Crude oil transportation and other 12,934 18,949 Elimination of intersegment sales (1,602 ) (3,948 ) Total crude oil logistics revenues 425,951 1,327,784 Water solutions- Service fees 25,697 36,738 Recovered hydrocarbons 7,196 15,818 Other revenues 2,860 1,737 Total water solutions revenues 35,753 54,293 Liquids (1): Propane sales 96,471 105,490 Other product sales 113,735 147,511 Other revenues 7,147 9,500 Elimination of intersegment sales (12,304 ) (13,516 ) Total liquids revenues 205,049 248,985 Retail propane: Propane sales 41,641 43,185 Distillate sales 10,455 12,947 Other revenues 8,307 8,315 Elimination of intersegment sales (16 ) — Total retail propane revenues 60,387 64,447 Refined products and renewables- Refined products sales 1,876,857 1,708,949 Renewables sales 106,482 106,153 Service fees 11,266 28,073 Elimination of intersegment sales (42 ) (215 ) Total refined products and renewables revenues 1,994,563 1,842,960 Corporate and other 267 — Total revenues $ 2,721,970 $ 3,538,469 Depreciation and Amortization: Crude oil logistics $ 8,968 $ 10,002 Water solutions 24,434 20,846 Liquids 4,449 5,004 Retail propane 9,687 8,706 Refined products and renewables 417 14,175 Corporate and other 951 1,098 Total depreciation and amortization $ 48,906 $ 59,831 Operating Income (Loss): Crude oil logistics $ (625 ) $ 11,960 Water solutions 79,464 10,447 Liquids (57 ) (471 ) Retail propane (2,502 ) (700 ) Refined products and renewables 149,769 33,020 Corporate and other (32,149 ) (55,466 ) Total operating income (loss) $ 193,900 $ (1,210 ) (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 and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Three Months Ended June 30, 2016 2015 (in thousands) Crude oil logistics $ 72,305 $ 62,639 Water solutions 43,116 60,489 Liquids 6,468 17,178 Retail propane 6,549 6,895 Refined products and renewables 24 15,695 Corporate and other 1,118 1,169 Total $ 129,580 $ 164,065 The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, and goodwill) and total assets by segment at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Long-lived assets, net: Crude oil logistics $ 1,741,629 $ 1,679,027 Water solutions 1,305,868 1,162,405 Liquids 573,898 572,081 Retail propane 479,783 483,330 Refined products and renewables 219,482 180,783 Corporate and other 34,543 36,198 Total $ 4,355,203 $ 4,113,824 Total assets: Crude oil logistics $ 2,341,066 $ 2,197,113 Water solutions 1,346,405 1,236,875 Liquids 733,538 693,872 Retail propane 537,596 538,267 Refined products and renewables 959,679 765,806 Corporate and other 84,498 128,222 Total $ 6,002,782 $ 5,560,155 |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | 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 an equity method investee. 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 as well as other associated parties own interests in entities from which we have purchased products and services and to which we have sold products and services. During the three months ended June 30, 2016 , $7.5 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 for the periods indicated: Three Months Ended June 30, 2016 2015 (in thousands) Sales to SemGroup $ 71 $ 37,438 Purchases from SemGroup 2,025 38,825 Sales to equity method investees 405 1,390 Purchases from equity method investees 30,647 30,948 Sales to entities affiliated with management 77 107 Purchases from entities affiliated with management 8,243 7,180 Accounts receivable from affiliates consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Receivables from SemGroup $ 3,675 $ 1,166 Receivables from equity method investees — 14,446 Receivables from entities affiliated with management 77 13 Total $ 3,752 $ 15,625 Accounts payable to affiliates consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Payables to SemGroup $ 4,336 $ 1,823 Payables to equity method investees 548 3,947 Payables to entities affiliated with management 3,585 1,423 Total $ 8,469 $ 7,193 We also have a loan receivable of $1.0 million at June 30, 2016 from an equity method investee with an initial maturity date of March 31, 2021, which can be extended for successive one -year periods unless one of the parties terminates the loan agreement. We had a loan receivable of $22.3 million at March 31, 2016 from an equity method investee. During the three months ended June 30, 2016 , we received loan payments of $0.7 million from our investee in accordance with the loan agreement. On June 3, 2016, we acquired the remaining 65% ownership interest in this equity method investee (see Note 4 ) and this loan receivable is now eliminated upon consolidation. |
Other Matters
Other Matters | 3 Months Ended |
Jun. 30, 2016 | |
Other Matters [Abstract] | |
Other Matters | Other Matters Purchase of Pipeline Capacity Allocations On certain interstate refined product pipelines, shipment demand exceeds available capacity, and capacity is allocated to shippers based on their historical shipment volumes. During the three months ended June 30, 2016 , we paid $40.4 million to acquire certain refined product pipeline capacity allocations from other shippers on the Colonial pipeline . Termination of Development Agreement On June 3, 2016, we entered into a purchase and sale agreement with the counterparty to the development agreement in our Water Solutions segment (as described in Note 4 ). Total cash consideration to be paid under the agreement is $49.6 million , of which $2.1 million was withheld and recorded in accrued expenses and other payables as of June 30, 2016 , and in return we received the following: • Termination of the development agreement (see Note 4 ); • Additional interest in the water pipeline company we acquired in January 2016 (see Note 4 ); • Release of contingent consideration liabilities (see Note 4 ) attributed to certain of our water treatment and disposal facilities; • Certain parcels of land and permits to develop saltwater disposal wells and other parcels of land containing water wells and equipment; and • A two -year non-compete agreement with the counterparty. We accounted for the transaction as an acquisition of assets. Acquiring assets in groups requires not only ascertaining the cost of the asset (or net asset) group but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed/released based on their relative fair values and shall not give rise to goodwill or bargain purchase gains. We allocated $1.2 million of the total consideration to property, plant and equipment, $3.3 million to intangible assets, $2.8 million to noncontrolling interest, $25.5 million to the release of contingent consideration liabilities and $16.9 million to the termination of the development agreement. We recorded a $21.3 million gain on the release of $46.8 million of contingent consideration liabilities, which has been recorded within gain on early extinguishment of liabilities in our condensed consolidated statement of operations during the three months ended June 30, 2016 . For the termination of the development agreement, we recorded a loss of $22.7 million , which includes the carrying value of the development agreement asset that has been written off (see Note 7 ). This loss has been recorded within (gain) loss on disposal or impairment of assets, net in our condensed consolidated statement of operations during the three months ended June 30, 2016 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Retail Propane Acquisition On July 20, 2016, we completed a retail propane acquisition and paid $26.0 million in cash. |
Condensed Consolidating Guarant
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | 3 Months Ended |
Jun. 30, 2016 | |
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | |
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 |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
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. We have included 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, 2016 is derived from our audited consolidated financial statements for the fiscal year ended March 31, 2016 included in our Annual Report on Form 10-K (“Annual Report”). As previously reported, subsequent to the issuance of certain previously issued financial statements, in the fourth quarter of fiscal year 2016, we determined that there were errors in those financial statements from not recording certain contingent consideration liabilities related to royalty agreements assumed as part of acquisitions in our water solutions segment. The effect of the error was material to the financial statements for each of the first three fiscal quarters of 2016, so those quarters have been restated for the effects of the error correction. We have restated our previously issued condensed consolidated statement of operations, condensed consolidated statement of comprehensive loss and condensed consolidated statement of cash flows for the three months ended June 30, 2015 . See Note 17 in our Annual Report for a summary of the impact of the error correction for the three months ended June 30, 2015 . 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, 2017 . |
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. |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our condensed consolidated balance sheets except for certain contracts that qualify for the normal purchase and normal sale election. 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. We have not designated any financial instruments as hedges for accounting purposes. All changes in the fair value of our commodity derivative instruments that do not qualify as normal purchases and normal sales (whether cash transactions or non-cash mark-to-market adjustments) are reported within cost of sales in our condensed consolidated statements of operations, regardless of whether the contract is physically or financially settled. We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations. We do not enter into such contracts for trading purposes. Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements. We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. However, net unbalanced positions can exist or are established based on our assessment of anticipated market movements. Inherent in the resulting contractual portfolio are certain business risks, including commodity price risk and credit risk. Commodity price risk is the risk that the market value of crude oil, natural gas liquids, or refined products will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. Procedures and limits for managing commodity price risks and credit risks are specified in our market risk policy and credit risk policy, respectively. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel. Credit risk is monitored daily and exposure is minimized through customer deposits, restrictions on product liftings, letters of credit, and entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions. |
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. 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. |
Supplemental Cash Flow Information | Cash flows from settlements of commodity derivative instruments are included in 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 in our condensed consolidated statements of cash flows. |
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. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities Investments we cannot control, but can exercise significant influence over, are accounted for 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. |
Noncontrolling Interests | Noncontrolling Interests We have certain consolidated subsidiaries in which outside parties own interests. The noncontrolling interest shown in our condensed consolidated financial statements represents the other owners’ interests in these entities. |
Business Combination Measurement Period | Business Combination Measurement Period We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the value of the assets acquired and liabilities assumed in a business combination. As described in Note 4 , certain of our 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. Also, as described in Note 4 , we made certain adjustments during the three months ended June 30, 2016 to our estimates of the acquisition date fair values of assets acquired and liabilities assumed in business combinations that occurred during the year ended March 31, 2016 . In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, “Simplifying the Accounting Adjustments for Measurement-Period Adjustments.” The ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The ASU is effective for the Partnership beginning April 1, 2016, and requires a prospective method of adoption. |
Reclassifications | Reclassifications 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The ASU will replace previous lease accounting guidance in GAAP. The ASU requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The ASU retains a distinction between finance leases and operating leases. The ASU is effective for the Partnership beginning April 1, 2019, and requires a modified retrospective method of adoption. We are in the process of assessing the impact of this ASU on our consolidated financial statements. In July 2015, the FASB issued 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, and requires a prospective method of adoption, 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 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 Polici26
Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of supplemental cash flow information | Supplemental cash flow information is as follows for the periods indicated: Three Months Ended June 30, 2016 2015 (in thousands) Interest paid, exclusive of debt issuance costs and letter of credit fees $ 29,187 $ 31,172 Income taxes paid (net of income tax refunds) $ 1,684 $ 4,083 |
Schedule of inventories | Inventories consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Crude oil $ 77,201 $ 84,030 Natural gas liquids: Propane 57,379 28,639 Butane 27,946 8,461 Other 5,733 6,011 Refined products: Gasoline 159,585 80,569 Diesel 145,760 99,398 Renewables 40,008 52,458 Other 8,923 8,240 Total $ 522,535 $ 367,806 |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Date Acquired June 30, 2016 March 31, 2016 (in thousands) Glass Mountain (1) Crude oil logistics 50.0% December 2013 $ 176,653 $ 179,594 TLP (2) Refined products and renewables 0% July 2014 — 8,301 Water supply company (3) Water solutions 100.0% June 2014 — 15,875 Water treatment and disposal facility Water solutions 50.0% August 2015 2,238 2,238 Ethanol production facility Refined products and renewables 19.0% December 2013 13,130 12,570 Retail propane company Retail propane 50.0% April 2015 745 972 Total $ 192,766 $ 219,550 (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 $74.1 million at June 30, 2016 . This difference relates primarily to goodwill and customer relationships. (2) On April 1, 2016, we sold all of the TLP common units we owned. (3) On June 3, 2016, we acquired the remaining 65% ownership interest in the water supply company , and as a result, the water supply company is now consolidated in our condensed consolidated financial statements (see Note 4 ). |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Loan receivable (1) $ 47,428 $ 49,827 Tank bottoms (2) 42,044 42,044 Linefill (3) 35,060 35,060 Other 60,184 49,108 Total $ 184,716 $ 176,039 (1) Represents a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party . (2) 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. At June 30, 2016 and March 31, 2016 , tank bottoms held in third party terminals consisted of 366,212 barrels and 366,212 barrels of refined products, respectively. Tank bottoms held in terminals we own are included within property, plant and equipment (see Note 5 ). (3) Represents minimum volumes of crude oil we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2016 and March 31, 2016 , linefill consisted of 487,104 barrels and 487,104 barrels of crude oil, respectively. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Accrued compensation and benefits $ 67,548 $ 40,517 Excise and other tax liabilities 51,951 59,455 Derivative liabilities 47,957 28,612 Accrued interest 18,668 20,543 Product exchange liabilities 10,972 5,843 Deferred gain on sale of general partner interest in TLP 30,113 30,113 Other 29,668 29,343 Total $ 256,877 $ 214,426 |
Income (Loss) Per Common Unit (
Income (Loss) Per Common Unit (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Earnings Per Unit [Abstract] | |
Schedule of income (loss) per common unit | Our income (loss) per common unit is as follows for the periods indicated: As Restated Three Months Ended June 30, 2016 2015 (in thousands, except unit and per unit amounts) Net income (loss) $ 182,753 $ (25,007 ) Less: Net income attributable to noncontrolling interests (5,833 ) (4,350 ) Net income (loss) attributable to NGL Energy Partners LP 176,920 (29,357 ) Less: Distributions to preferred unitholders (3,384 ) — Less: Net income allocated to general partner (1) (203 ) (15,374 ) Net income (loss) allocated to common unitholders 173,333 (44,731 ) Effect of dilutive securities 3,381 — Net income (loss) attributable to common unitholders (diluted) $ 176,714 $ (44,731 ) Basic income (loss) per common unit $ 1.66 $ (0.43 ) Diluted income (loss) per common unit $ 1.38 $ (0.43 ) Basic weighted average common units outstanding 104,169,573 103,888,281 Diluted weighted average common units outstanding 128,453,733 103,888,281 (1) Net income allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights, which are described in Note 11 . |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Water supply company | |
Business Acquisition [Line Items] | |
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): Cash and cash equivalents $ 800 Accounts receivable-trade 721 Prepaid expenses and other current assets 192 Property, plant and equipment: Buildings and leasehold improvements (7-30 years) 8,786 Land 88 Intangible asset: Water rights (indefinite life) 14,472 Accounts payable-trade (33 ) Accrued expenses and other payables (50 ) Advance payments received from customers (2,682 ) Notes payable-intercompany (19,900 ) Fair value of net assets acquired $ 2,394 |
Water Solutions Acquisitions 2017 Acquisitions | |
Business Acquisition [Line Items] | |
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) $ 2,325 Buildings and leasehold improvements (7-30 years) 1,073 Land 415 Other (5 years) 8 Goodwill 8,803 Accrued expenses and other payables (1,280 ) Other noncurrent liabilities (2,344 ) Fair value of net assets acquired $ 9,000 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2016 March 31, 2016 (in thousands) Natural gas liquids terminal and storage assets 2–30 years $ 169,751 $ 169,758 Refined products terminal assets and equipment 20 years 6,844 6,844 Retail propane equipment 2–30 years 203,409 201,312 Vehicles and railcars 3–25 years 187,392 185,547 Water treatment facilities and equipment 3–30 years 522,037 508,239 Crude oil tanks and related equipment 2–40 years 139,192 137,894 Barges and towboats 5–40 years 85,320 86,731 Information technology equipment 3–7 years 42,409 38,653 Buildings and leasehold improvements 3–40 years 121,689 118,885 Land 48,531 47,114 Tank bottoms 20,319 20,355 Other 3–30 years 55,450 11,699 Construction in progress 423,897 383,032 2,026,240 1,916,063 Accumulated depreciation (292,847 ) (266,491 ) Net property, plant and equipment $ 1,733,393 $ 1,649,572 |
Schedule of depreciation expense and capitalized interest expense | The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2016 2015 (in thousands) Depreciation expense $ 27,654 $ 35,794 Capitalized interest expense 3,735 141 |
Summary of tank bottoms | The following table summarizes the tank bottoms included in the table above at the dates indicated: June 30, 2016 March 31, 2016 Product Volume Value Volume Value Crude oil 231 $ 19,348 231 $ 19,348 Other 24 971 24 1,007 Total $ 20,319 $ 20,355 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill by segment, including changes to goodwill | The following table summarizes changes in goodwill by segment during the three months ended June 30, 2016 : Crude Oil Water Liquids Retail Refined Total (in thousands) Balances at March 31, 2016 $ 579,846 $ 290,915 $ 266,046 $ 127,428 $ 51,127 $ 1,315,362 Revisions to acquisition accounting (Note 4) — (724 ) — — — (724 ) Acquisitions (Note 4) — 8,803 — 160 — 8,963 Adjustment to initial impairment estimate — 124,662 — — — 124,662 Balances at June 30, 2016 $ 579,846 $ 423,656 $ 266,046 $ 127,588 $ 51,127 $ 1,448,263 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of intangible assets | Our intangible assets consist of the following at the dates indicated: June 30, 2016 March 31, 2016 Description Amortizable Lives Gross Carrying Accumulated Gross Carrying Accumulated (in thousands) Amortizable: Customer relationships 3–20 years $ 852,518 $ 253,834 $ 852,118 $ 233,838 Pipeline capacity rights 30 years 160,044 7,613 119,636 6,559 Water facility development agreement 5 years — — 14,000 7,700 Executory contracts and other agreements 2–30 years 25,062 21,633 23,920 21,075 Non-compete agreements 2–32 years 24,269 13,913 20,903 13,564 Trade names 1–10 years 15,439 12,457 15,439 12,034 Debt issuance costs (1) 3 years 39,954 23,833 39,942 22,108 Total amortizable 1,117,286 333,283 1,085,958 316,878 Non-amortizable: Customer commitments 310,000 — 310,000 — Rights-of-way and easements 47,652 — 47,190 — Water rights 14,472 — — — Trade names 17,420 — 22,620 — Total non-amortizable 389,544 — 379,810 — Total $ 1,506,830 $ 333,283 $ 1,465,768 $ 316,878 (1) Includes debt issuance costs related to revolving credit facilities. Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. |
Schedule of amortization expense | Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2016 2015 (in thousands) Depreciation and amortization $ 21,252 $ 24,037 Cost of sales 1,596 1,701 Interest expense 1,725 1,484 Total $ 24,573 $ 27,222 |
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, 2017 (nine months) $ 73,529 2018 94,375 2019 85,497 2020 79,363 2021 67,523 Thereafter 383,716 Total $ 784,003 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: June 30, 2016 March 31, 2016 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ 1,171,500 $ — $ 1,171,500 $ 1,229,500 $ — $ 1,229,500 Working capital borrowings 655,500 — 655,500 618,500 — 618,500 5.125% Notes due 2019 383,467 (4,214 ) 379,253 388,467 (4,681 ) 383,786 6.875% Notes due 2021 369,063 (6,802 ) 362,261 388,289 (7,545 ) 380,744 6.650% Notes due 2022 250,000 (3,039 ) 246,961 250,000 (3,166 ) 246,834 Other long-term debt 59,469 (133 ) 59,336 61,488 (108 ) 61,380 2,888,999 (14,188 ) 2,874,811 2,936,244 (15,500 ) 2,920,744 Less: Current maturities 7,961 — 7,961 7,907 — 7,907 Long-term debt $ 2,881,038 $ (14,188 ) $ 2,866,850 $ 2,928,337 $ (15,500 ) $ 2,912,837 (1) Debt issuance costs related to the revolving credit facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. |
Schedule of future amortization expense of debt issuance costs | Expected amortization of debt issuance costs is as follows (in thousands): Year Ending March 31, 2017 (nine months) $ 2,458 2018 3,204 2019 3,201 2020 2,211 2021 1,803 Thereafter 1,311 Total $ 14,188 |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at June 30, 2016 : Year Ending March 31, Revolving 2019 2021 2022 Other Total (in thousands) 2017 (nine months) $ — $ — $ — $ — $ 5,786 $ 5,786 2018 — — — 25,000 7,177 32,177 2019 1,827,000 — — 50,000 6,076 1,883,076 2020 — 383,467 — 50,000 5,644 439,111 2021 — — — 50,000 34,687 84,687 Thereafter — — 369,063 75,000 99 444,162 Total $ 1,827,000 $ 383,467 $ 369,063 $ 250,000 $ 59,469 $ 2,888,999 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of change in asset retirement obligation | The following table is a rollforward of our asset retirement obligation, which is reported within other noncurrent liabilities in our condensed consolidated balance sheets (in thousands): Balance at March 31, 2016 $ 5,574 Liabilities incurred 24 Accretion expense 109 Balance at June 30, 2016 $ 5,707 |
Schedule of future minimum lease payments under contractual commitments | The following table summarizes future minimum lease payments under these agreements at June 30, 2016 (in thousands): Year Ending March 31, 2017 (nine months) $ 68,995 2018 79,568 2019 60,043 2020 52,159 2021 47,001 Thereafter 77,649 Total $ 385,415 |
Schedule of future minimum throughput payments under agreements | The following table summarizes future minimum throughput payments under these agreements at June 30, 2016 (in thousands): Year Ending March 31, 2017 (nine months) $ 39,012 2018 52,082 2019 52,170 2020 42,418 Total $ 185,682 |
Schedule of outstanding sales and purchase contracts | The following table summarizes such commitments at June 30, 2016 : Volume Value (in thousands) Purchase commitments: Natural gas liquids fixed-price (gallons) 40,157 $ 20,350 Natural gas liquids index-price (gallons) 813,911 437,390 Crude oil fixed-price (barrels) 1,789 87,326 Crude oil index-price (barrels) 17,196 747,494 Sale commitments: Natural gas liquids fixed-price (gallons) 118,257 76,308 Natural gas liquids index-price (gallons) 438,941 322,701 Crude oil fixed-price (barrels) 2,739 133,550 Crude oil index-price (barrels) 18,011 880,595 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Service awards | |
Equity | |
Schedule of service awards activity | The following table summarizes the Service Award activity during the three months ended June 30, 2016 : Unvested Service Award units at March 31, 2016 2,297,132 Units granted 104,000 Units forfeited (83,000 ) Unvested Service Award units at June 30, 2016 2,318,132 |
Summary of scheduled vesting of awards | The following table summarizes the scheduled vesting of our unvested Service Award units: Year Ending March 31, 2017 (nine months) 1,375,991 2018 752,141 2019 158,000 Thereafter 32,000 Unvested Service Award units at June 30, 2016 2,318,132 |
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 June 30, 2016 (in thousands), after taking into consideration estimated forfeitures of approximately 110,000 units. For purposes of this calculation, we used the closing price of our common units on June 30, 2016 , which was $19.32 . Year Ending March 31, 2017 (nine months) $ 10,096 2018 5,392 2019 1,406 Thereafter 169 Total $ 17,063 |
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, 2016 $ 4,725 Expense recorded 20,877 Balance at June 30, 2016 $ 25,602 |
Performance awards | |
Equity | |
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 June 30, 2016 (in thousands), after taking into consideration estimated forfeitures. For purposes of this calculation, we used the June 30, 2016 fair value of the Performance Awards. Year Ending March 31, 2017 (nine months) $ 1,107 2018 369 Total $ 1,476 |
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, 2016 $ 309 Expense recorded 1,460 Balance at June 30, 2016 $ 1,769 |
Schedule of performance measurement period for each tranche | 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 |
Summary of percentage of the maximum performance award units that will vest depending on the percentage of entities in the Index that NGL outperforms | 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: Our Relative TUR Percentile Ranking Payout (% of Target Units) Less than 50th percentile 0% Between the 50th and 75th percentile 50%–100% Between the 75th and 90th percentile 100%–200% Above the 90% percentile 200% |
Summary of estimated fair value for each unvested tranche | The following table summarizes the estimated fair value for each unvested tranche at June 30, 2016 (without consideration of estimated forfeitures) (in thousands): Vesting Date of Tranche July 1, 2016 $ — July 1, 2017 3,509 Total $ 3,509 |
Summary of expense recorded for each vesting tranche | The following table summarizes the expense (benefit) recorded for each vesting tranche during the period indicated: Vesting Date of Tranche Three Months Ended (in thousands) July 1, 2016 $ (197 ) July 1, 2017 1,655 Total $ 1,458 |
Performance awards | Maximum | |
Equity | |
Summary of scheduled vesting of awards | 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: Vesting Date of Tranche July 1, 2016 — July 1, 2017 583,382 Total 583,382 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value measurements of assets and liabilities | The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our condensed consolidated balance sheet at the dates indicated: June 30, 2016 March 31, 2016 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 8,018 $ (24,674 ) $ 47,361 $ (3,983 ) Level 2 measurements 39,768 (48,217 ) 32,700 (28,612 ) 47,786 (72,891 ) 80,061 (32,595 ) Netting of counterparty contracts (1) (8,431 ) 8,431 (3,384 ) 3,384 Net cash collateral provided (held) 326 16,503 (18,176 ) 599 Commodity derivatives in condensed consolidated balance sheet $ 39,681 $ (47,957 ) $ 58,501 $ (28,612 ) (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 | The following table summarizes the accounts that include our commodity derivative assets and liabilities in our condensed consolidated balance sheets at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Prepaid expenses and other current assets $ 39,681 $ 58,501 Accrued expenses and other payables (47,957 ) (28,612 ) Net commodity derivative (liability) asset $ (8,276 ) $ 29,889 |
Summary of open commodity derivative contract positions | The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At June 30, 2016: Cross-commodity (1) July 2016–March 2017 186 $ 1,814 Crude oil fixed-price (2) July 2016–December 2016 (1,010 ) (3,621 ) Propane fixed-price (2) July 2016–December 2017 284 367 Refined products fixed-price (2) July 2016–September 2017 (4,996 ) (16,709 ) Other July 2016–March 2022 (6,956 ) (25,105 ) Net cash collateral provided 16,829 Net commodity derivatives in condensed consolidated balance sheet $ (8,276 ) At March 31, 2016: Cross-commodity (1) April 2016–March 2017 251 $ 1,663 Crude oil fixed-price (2) April 2016–December 2016 (1,583 ) (3,655 ) Propane fixed-price (2) April 2016–December 2017 540 (592 ) Refined products fixed-price (2) April 2016–June 2017 (5,355 ) 48,557 Other April 2016–March 2017 1,493 47,466 Net cash collateral held (17,577 ) Net commodity derivatives in condensed consolidated balance sheet $ 29,889 (1) 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) 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. |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair value estimates of our fixed-rate notes at June 30, 2016 (in thousands): 5.125% Notes due 2019 $ 348,955 6.875% Notes due 2021 325,083 6.650% Notes due 2022 237,244 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of certain information related to results of operations by segment | As Restated Three Months Ended June 30, 2016 2015 (in thousands) Revenues: Crude oil logistics- Crude oil sales $ 414,619 $ 1,312,783 Crude oil transportation and other 12,934 18,949 Elimination of intersegment sales (1,602 ) (3,948 ) Total crude oil logistics revenues 425,951 1,327,784 Water solutions- Service fees 25,697 36,738 Recovered hydrocarbons 7,196 15,818 Other revenues 2,860 1,737 Total water solutions revenues 35,753 54,293 Liquids (1): Propane sales 96,471 105,490 Other product sales 113,735 147,511 Other revenues 7,147 9,500 Elimination of intersegment sales (12,304 ) (13,516 ) Total liquids revenues 205,049 248,985 Retail propane: Propane sales 41,641 43,185 Distillate sales 10,455 12,947 Other revenues 8,307 8,315 Elimination of intersegment sales (16 ) — Total retail propane revenues 60,387 64,447 Refined products and renewables- Refined products sales 1,876,857 1,708,949 Renewables sales 106,482 106,153 Service fees 11,266 28,073 Elimination of intersegment sales (42 ) (215 ) Total refined products and renewables revenues 1,994,563 1,842,960 Corporate and other 267 — Total revenues $ 2,721,970 $ 3,538,469 Depreciation and Amortization: Crude oil logistics $ 8,968 $ 10,002 Water solutions 24,434 20,846 Liquids 4,449 5,004 Retail propane 9,687 8,706 Refined products and renewables 417 14,175 Corporate and other 951 1,098 Total depreciation and amortization $ 48,906 $ 59,831 Operating Income (Loss): Crude oil logistics $ (625 ) $ 11,960 Water solutions 79,464 10,447 Liquids (57 ) (471 ) Retail propane (2,502 ) (700 ) Refined products and renewables 149,769 33,020 Corporate and other (32,149 ) (55,466 ) Total operating income (loss) $ 193,900 $ (1,210 ) (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 | The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Three Months Ended June 30, 2016 2015 (in thousands) Crude oil logistics $ 72,305 $ 62,639 Water solutions 43,116 60,489 Liquids 6,468 17,178 Retail propane 6,549 6,895 Refined products and renewables 24 15,695 Corporate and other 1,118 1,169 Total $ 129,580 $ 164,065 |
Schedule of long-lived assets (consisting of property, plant and equipment, intangible assets and goodwill) and total assets by segment | The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, and goodwill) and total assets by segment at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Long-lived assets, net: Crude oil logistics $ 1,741,629 $ 1,679,027 Water solutions 1,305,868 1,162,405 Liquids 573,898 572,081 Retail propane 479,783 483,330 Refined products and renewables 219,482 180,783 Corporate and other 34,543 36,198 Total $ 4,355,203 $ 4,113,824 Total assets: Crude oil logistics $ 2,341,066 $ 2,197,113 Water solutions 1,346,405 1,236,875 Liquids 733,538 693,872 Retail propane 537,596 538,267 Refined products and renewables 959,679 765,806 Corporate and other 84,498 128,222 Total $ 6,002,782 $ 5,560,155 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Summary of purchase and sales transactions of products and services | The following table summarizes these related party transactions for the periods indicated: Three Months Ended June 30, 2016 2015 (in thousands) Sales to SemGroup $ 71 $ 37,438 Purchases from SemGroup 2,025 38,825 Sales to equity method investees 405 1,390 Purchases from equity method investees 30,647 30,948 Sales to entities affiliated with management 77 107 Purchases from entities affiliated with management 8,243 7,180 |
Schedule of accounts receivable from affiliates | Accounts receivable from affiliates consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Receivables from SemGroup $ 3,675 $ 1,166 Receivables from equity method investees — 14,446 Receivables from entities affiliated with management 77 13 Total $ 3,752 $ 15,625 |
Schedule of accounts payable to affiliates | Accounts payable to affiliates consist of the following at the dates indicated: June 30, 2016 March 31, 2016 (in thousands) Payables to SemGroup $ 4,336 $ 1,823 Payables to equity method investees 548 3,947 Payables to entities affiliated with management 3,585 1,423 Total $ 8,469 $ 7,193 |
Condensed Consolidating Guara38
Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Condensed Consolidating Guarantor and Non-Guarantor Financial Information | |
Schedule of Condensed Consolidating Balance Sheets | 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 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 |
Schedule of Condensed Consolidating Statements of Operations | 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 ) 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 |
Schedule of Condensed Consolidating Statements of Comprehensive Income (Loss) | 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 ) |
Schedule of Condensed Consolidating Statements of Cash Flows | 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 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 |
Organization and Operations (De
Organization and Operations (Details) | Jun. 30, 2016statepipelineterminal |
Crude oil logistics | |
Organization and operations | |
Number of crude oil pipelines | pipeline | 2 |
Liquids | |
Organization and operations | |
Number of owned terminals | terminal | 18 |
Retail propane | |
Organization and operations | |
Number of states in which entity operates | state | 25 |
Significant Accounting Polici40
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues [Abstract] | ||
Amortization of contract liabilities to revenues | $ 1.2 | $ 1.5 |
Significant Accounting Polici41
Significant Accounting Policies - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental Cash Flow Information | ||
Interest paid, exclusive of debt issuance costs and letter of credit fees | $ 29,187 | $ 31,172 |
Income taxes paid (net of income tax refunds) | $ 1,684 | $ 4,083 |
Significant Accounting Polici42
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||
Inventory write-down | $ 13,300 | |
Inventories | ||
Crude oil | 84,030 | $ 77,201 |
Natural gas liquids: | ||
Propane | 28,639 | 57,379 |
Butane | 8,461 | 27,946 |
Other | 6,011 | 5,733 |
Refined products: | ||
Gasoline | 80,569 | 159,585 |
Diesel | 99,398 | 145,760 |
Renewables | 52,458 | 40,008 |
Other | 8,240 | 8,923 |
Total | $ 367,806 | $ 522,535 |
Significant Accounting Polici43
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Apr. 01, 2016 | Jun. 30, 2016 | Jun. 03, 2016 | Mar. 31, 2016 |
Investments in Unconsolidated Entities | ||||
Carrying Value | $ 192,766 | $ 219,550 | ||
Glass Mountain | ||||
Investments in Unconsolidated Entities | ||||
Fair value in excess of historical net book value | $ 74,100 | |||
TLP | ||||
Investments in Unconsolidated Entities | ||||
Proceeds from sale of equity method investments | $ 112,400 | |||
Gain on disposal | $ 104,100 | |||
Crude oil logistics | Operating segment | Glass Mountain | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 50.00% | |||
Carrying Value | $ 176,653 | 179,594 | ||
Refined products and renewables | Operating segment | TLP | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 0.00% | |||
Carrying Value | $ 0 | 8,301 | ||
Refined products and renewables | Operating segment | Ethanol production facility | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 19.00% | |||
Carrying Value | $ 13,130 | 12,570 | ||
Water solutions | Operating segment | Water supply company | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 100.00% | |||
Carrying Value | $ 0 | 15,875 | ||
Water solutions | Operating segment | Water treatment and disposal facility | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 50.00% | |||
Carrying Value | $ 2,238 | 2,238 | ||
Retail propane | Operating segment | Retail propane company | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 50.00% | |||
Carrying Value | $ 745 | $ 972 | ||
Water supply company | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 35.00% | |||
Ownership interest acquired | 65.00% |
Significant Accounting Polici44
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | Jun. 30, 2016USD ($)bbl | Mar. 31, 2016USD ($)bbl |
Other Assets, Noncurrent [Abstract] | ||
Loan receivable | $ 47,428 | $ 49,827 |
Tank bottoms | 42,044 | 42,044 |
Linefill | 35,060 | 35,060 |
Other | 60,184 | 49,108 |
Total | $ 184,716 | $ 176,039 |
Number of barrels of refined product | bbl | 366,212 | 366,212 |
Number of barrels of crude oil | bbl | 487,104 | 487,104 |
Significant Accounting Polici45
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Accounting Policies [Abstract] | ||
Accrued compensation and benefits | $ 67,548 | $ 40,517 |
Excise and other tax liabilities | 51,951 | 59,455 |
Derivative liabilities | 47,957 | 28,612 |
Accrued interest | 18,668 | 20,543 |
Product exchange liabilities | 10,972 | 5,843 |
Deferred gain on sale of general partner interest in TLP | 30,113 | 30,113 |
Other | 29,668 | 29,343 |
Total | $ 256,877 | $ 214,426 |
Significant Accounting Polici46
Significant Accounting Policies Significant Accounting Policies - Sale of General Partner Interest in TLP (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Deferred gain on disposal, amortization period | 7 years | ||
Recognized gain | $ 7,500 | ||
Deferred gain on sale of general partner interest in TLP | 30,113 | $ 30,113 | |
Other noncurrent liabilities | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Deferred gain on sale of general partner interest in TLP, noncurrent | 161,900 | ||
Accrued expenses and other payables | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Deferred gain on sale of general partner interest in TLP | $ 30,100 |
Income (Loss) Per Common Unit47
Income (Loss) Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Income (Loss) Per Common Unit | |||
Net income (loss) | $ 182,753 | $ (25,007) | |
Less: Net income attributable to noncontrolling interests | (5,833) | (4,350) | |
Net income (loss) attributable to NGL Energy Partners LP | 176,920 | (29,357) | |
Less: Distributions to preferred unitholders | (3,384) | 0 | |
Less: Net income allocated to general partner | (203) | (15,374) | |
Net income (loss) allocated to common unitholders | 173,333 | (44,731) | |
Effect of dilutive securities | 3,381 | 0 | |
Net income (loss) attributable to common unitholders (diluted) | $ 176,714 | $ (44,731) | |
Basic income (loss) per common unit (in dollars per unit) | $ 1.66 | $ (0.43) | |
Diluted income (loss) per common unit (in dollars per unit) | $ 1.38 | $ (0.43) | |
Basic weighted average common units outstanding (in units) | 104,169,573 | 103,888,281 | |
Diluted weighted average common units outstanding (in units) | 128,453,733 | 103,888,281 | |
Class A Convertible Preferred Units | |||
Income (Loss) Per Common Unit | |||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, units issued (in units) | 19,942,169 | 0 | |
Common units | |||
Income (Loss) Per Common Unit | |||
Basic income (loss) per common unit (in dollars per unit) | $ 1.66 | $ (0.43) | |
Diluted income (loss) per common unit (in dollars per unit) | $ 1.38 | $ (0.43) | |
Basic weighted average common units outstanding (in units) | 104,169,573 | 103,888,281 | |
Diluted weighted average common units outstanding (in units) | 128,453,733 | 103,888,281 | |
Common units | Warrant | |||
Income (Loss) Per Common Unit | |||
Weighted average number diluted shares outstanding adjustment (in units) | 4,341,991 |
Acquisitions - Water Pipeline C
Acquisitions - Water Pipeline Company (Details) - Water Pipeline Company - USD ($) $ in Thousands | Jun. 03, 2016 | Jun. 30, 2016 | Jan. 07, 2016 |
Business Acquisition [Line Items] | |||
Ownership interest acquired | 24.50% | 57.125% | |
Cash paid | $ 5,200 | ||
Rights-of-way | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 1,100 |
Acquisitions - Water Supply Com
Acquisitions - Water Supply Company (Details) - USD ($) $ in Thousands | Jun. 03, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||||
Revaluation of investments | $ 14,365 | $ 0 | ||
Gain (loss) on disposition of assets | 204,319 | $ (421) | ||
Advance payments received from customers | $ (68,253) | $ (56,185) | ||
Water supply company | ||||
Business Acquisition [Line Items] | ||||
Ownership interest acquired | 65.00% | |||
Cash paid | $ 1,000 | |||
Ownership interest | 35.00% | |||
Fair value of equity method investment | 800 | |||
Revaluation of investments excluding bargain purchase | 14,921 | |||
Bargain purchase | (556) | |||
Cash and cash equivalents | 800 | |||
Accounts receivable - trade | 721 | |||
Prepaid expenses and other current assets | 192 | |||
Accounts payable-trade | (33) | |||
Accrued expenses and other payables | (50) | |||
Advance payments received from customers | (2,682) | |||
Notes payable-intercompany | (19,900) | |||
Fair value of net assets acquired | 2,394 | |||
Buildings And Leasehold Improvements | Water supply company | ||||
Business Acquisition [Line Items] | ||||
Property, plant and equipment | 8,786 | |||
Land | Water supply company | ||||
Business Acquisition [Line Items] | ||||
Property, plant and equipment | 88 | |||
Water rights | Water supply company | ||||
Business Acquisition [Line Items] | ||||
Water rights (indefinite life) | $ 14,472 | |||
Minimum | Buildings And Leasehold Improvements | ||||
Business Acquisition [Line Items] | ||||
Useful life | 3 years | |||
Minimum | Buildings And Leasehold Improvements | Water supply company | ||||
Business Acquisition [Line Items] | ||||
Useful life | 7 years | |||
Maximum | Buildings And Leasehold Improvements | ||||
Business Acquisition [Line Items] | ||||
Useful life | 40 years | |||
Maximum | Buildings And Leasehold Improvements | Water supply company | ||||
Business Acquisition [Line Items] | ||||
Useful life | 30 years | |||
Water solutions | ||||
Business Acquisition [Line Items] | ||||
Gain (loss) on disposition of assets | $ 22,700 | |||
Water supply company | Water solutions | Operating segment | ||||
Business Acquisition [Line Items] | ||||
Ownership interest | 100.00% |
Acquisitions - Water Solutions
Acquisitions - Water Solutions Facilities - 2017 Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,448,263 | $ 1,315,362 |
Water treatment facilities and equipment | Minimum | ||
Business Acquisition [Line Items] | ||
Useful life | 3 years | |
Water treatment facilities and equipment | Maximum | ||
Business Acquisition [Line Items] | ||
Useful life | 30 years | |
Buildings And Leasehold Improvements | Minimum | ||
Business Acquisition [Line Items] | ||
Useful life | 3 years | |
Buildings And Leasehold Improvements | Maximum | ||
Business Acquisition [Line Items] | ||
Useful life | 40 years | |
Other Machinery and Equipment | Minimum | ||
Business Acquisition [Line Items] | ||
Useful life | 3 years | |
Other Machinery and Equipment | Maximum | ||
Business Acquisition [Line Items] | ||
Useful life | 30 years | |
Water Solutions Acquisitions 2017 Acquisitions | ||
Business Acquisition [Line Items] | ||
Cash paid | $ 9,000 | |
Contingent consideration liability | 2,600 | |
Goodwill | 8,803 | |
Accrued expenses and other payables | (1,280) | |
Other noncurrent liabilities | (2,344) | |
Fair value of net assets acquired | 9,000 | |
Water Solutions Acquisitions 2017 Acquisitions | Water treatment facilities and equipment | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment | $ 2,325 | |
Water Solutions Acquisitions 2017 Acquisitions | Water treatment facilities and equipment | Minimum | ||
Business Acquisition [Line Items] | ||
Useful life | 3 years | |
Water Solutions Acquisitions 2017 Acquisitions | Water treatment facilities and equipment | Maximum | ||
Business Acquisition [Line Items] | ||
Useful life | 30 years | |
Water Solutions Acquisitions 2017 Acquisitions | Buildings And Leasehold Improvements | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment | $ 1,073 | |
Water Solutions Acquisitions 2017 Acquisitions | Buildings And Leasehold Improvements | Minimum | ||
Business Acquisition [Line Items] | ||
Useful life | 7 years | |
Water Solutions Acquisitions 2017 Acquisitions | Buildings And Leasehold Improvements | Maximum | ||
Business Acquisition [Line Items] | ||
Useful life | 30 years | |
Water Solutions Acquisitions 2017 Acquisitions | Land | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment | $ 415 | |
Water Solutions Acquisitions 2017 Acquisitions | Other Machinery and Equipment | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment | $ 8 | |
Useful life | 5 years |
Acquisitions - Retail Propane B
Acquisitions - Retail Propane Business - 2017 Acquisitions (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Retail propane 2017 acquisitions | |
Business Acquisition [Line Items] | |
Cash paid | $ 1.4 |
Acquisitions - Delaware Basin W
Acquisitions - Delaware Basin Water Solutions Facilities (Details) - Delaware basin water solutions facilities | Aug. 24, 2015facility |
Business Acquisition [Line Items] | |
Number of businesses acquired | 4 |
Ownership interest acquired | 50.00% |
Acquisitions - Water Solution53
Acquisitions - Water Solutions Facilities (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016USD ($)facility | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 1,448,263 | $ 1,315,362 | |
Change in estimated fair values of the assets acquired and liabilities assumed | |||
Depreciation expense | $ 27,654 | $ 35,794 | |
Water treatment facilities and equipment | Minimum | |||
Business Acquisition [Line Items] | |||
Useful life | 3 years | ||
Water treatment facilities and equipment | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life | 30 years | ||
Buildings And Leasehold Improvements | Minimum | |||
Business Acquisition [Line Items] | |||
Useful life | 3 years | ||
Buildings And Leasehold Improvements | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life | 40 years | ||
Other Machinery and Equipment | Minimum | |||
Business Acquisition [Line Items] | |||
Useful life | 3 years | ||
Other Machinery and Equipment | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life | 30 years | ||
Water Solutions Facilities - 2016 Acquisitions, Completed Acquisition Accounting | |||
Business Acquisition [Line Items] | |||
Number of business combinations for which acquisition accounting is completed | facility | 9 | ||
Change in estimated fair values of the assets acquired and liabilities assumed | |||
Property, plant and equipment | $ 700 | ||
Accrued expenses and other payables | $ 1,000 |
Acquisitions - Retail Propane54
Acquisitions - Retail Propane Business - 2016 Acquisitions (Details) | 12 Months Ended |
Mar. 31, 2016business | |
Retail propane 2016 acquisitions | |
Business Acquisition [Line Items] | |
Number of businesses acquired | 4 |
Property, Plant and Equipment55
Property, Plant and Equipment (Details) bbl in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016USD ($)bbl | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($)bbl | |
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 2,026,240 | $ 1,916,063 | |
Accumulated depreciation | (292,847) | (266,491) | |
Net property, plant and equipment | 1,733,393 | 1,649,572 | |
Depreciation expense | 27,654 | $ 35,794 | |
Capitalized interest expense | 3,735 | $ 141 | |
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 169,751 | 169,758 | |
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 | $ 6,844 | 6,844 | |
Retail propane equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 203,409 | 201,312 | |
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 | $ 187,392 | 185,547 | |
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 | $ 522,037 | 508,239 | |
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 | $ 139,192 | 137,894 | |
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 | $ 85,320 | 86,731 | |
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 | $ 42,409 | 38,653 | |
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 | $ 121,689 | 118,885 | |
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 | $ 48,531 | 47,114 | |
Tank bottoms | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 20,319 | 20,355 | |
Tank bottoms | Crude oil | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 19,348 | $ 19,348 | |
Volume of property, plant and equipment | bbl | 231 | 231 | |
Tank bottoms | Other | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 971 | $ 1,007 | |
Volume of property, plant and equipment | bbl | 24 | 24 | |
Other Machinery and Equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 55,450 | $ 11,699 | |
Other Machinery and Equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Other Machinery and Equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Construction in progress | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 423,897 | $ 383,032 | |
Crude oil logistics | Operating segment | Barge | Loss on disposal or impairment of assets, net | |||
Property, Plant and Equipment | |||
Loss on disposal of assets | 900 | ||
Crude oil logistics | Operating segment | Pipe | Loss on disposal or impairment of assets, net | |||
Property, Plant and Equipment | |||
Loss on disposal of assets | $ 500 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Goodwill | ||
Goodwill at the beginning of the period | $ 1,315,362 | |
Revisions to acquisition accounting (Note 4) | (724) | |
Acquisitions (Note 4) | 8,963 | |
Adjustment to initial impairment estimate | 124,662 | |
Goodwill at the end of the period | 1,448,263 | $ 1,315,362 |
Crude oil logistics | ||
Goodwill | ||
Goodwill at the beginning of the period | 579,846 | |
Goodwill at the end of the period | 579,846 | 579,846 |
Water solutions | ||
Goodwill | ||
Goodwill at the beginning of the period | 290,915 | |
Revisions to acquisition accounting (Note 4) | (724) | |
Acquisitions (Note 4) | 8,803 | |
Adjustment to initial impairment estimate | 124,662 | |
Goodwill at the end of the period | 423,656 | 290,915 |
Goodwill impairment charge | 380,200 | |
Liquids | ||
Goodwill | ||
Goodwill at the beginning of the period | 266,046 | |
Goodwill at the end of the period | 266,046 | 266,046 |
Retail propane | ||
Goodwill | ||
Goodwill at the beginning of the period | 127,428 | |
Acquisitions (Note 4) | 160 | |
Goodwill at the end of the period | 127,588 | 127,428 |
Refined products and renewables | ||
Goodwill | ||
Goodwill at the beginning of the period | 51,127 | |
Goodwill at the end of the period | $ 51,127 | $ 51,127 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 03, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Amortizable | |||
Gross Carrying Amount | $ 1,117,286 | $ 1,085,958 | |
Accumulated Amortization | 333,283 | 316,878 | |
Non-Amortizable | |||
Total non-amortizable | 389,544 | 379,810 | |
Gross carrying amount of intangible assets | $ 1,506,830 | 1,465,768 | |
Weighted average remaining amortization period | 8 years 2 months 12 days | ||
Water solutions | |||
Amortizable | |||
Amortizable life | 2 years | ||
Non-Amortizable | |||
Goodwill impairment charge | 380,200 | ||
Customer Commitments [Member] | |||
Non-Amortizable | |||
Total non-amortizable | $ 310,000 | 310,000 | |
Right-of-way and easements | |||
Non-Amortizable | |||
Total non-amortizable | 47,652 | 47,190 | |
Water rights | |||
Non-Amortizable | |||
Total non-amortizable | 14,472 | 0 | |
Trade names | |||
Non-Amortizable | |||
Total non-amortizable | 17,420 | 22,620 | |
Write off of intangible asset | 5,200 | ||
Customer relationships | |||
Amortizable | |||
Gross Carrying Amount | 852,518 | 852,118 | |
Accumulated Amortization | $ 253,834 | 233,838 | |
Customer relationships | Minimum | |||
Amortizable | |||
Amortizable life | 3 years | ||
Customer relationships | Maximum | |||
Amortizable | |||
Amortizable life | 20 years | ||
Pipeline capacity rights | |||
Amortizable | |||
Amortizable life | 30 years | ||
Gross Carrying Amount | $ 160,044 | 119,636 | |
Accumulated Amortization | $ 7,613 | 6,559 | |
Water facility development agreement | |||
Amortizable | |||
Amortizable life | 5 years | ||
Gross Carrying Amount | $ 0 | 14,000 | |
Accumulated Amortization | 0 | 7,700 | |
Non-Amortizable | |||
Write off of intangible asset | $ 5,800 | ||
Executory contracts and other agreements | |||
Amortizable | |||
Gross Carrying Amount | 25,062 | 23,920 | |
Accumulated Amortization | $ 21,633 | 21,075 | |
Executory contracts and other agreements | Minimum | |||
Amortizable | |||
Amortizable life | 2 years | ||
Executory contracts and other agreements | Maximum | |||
Amortizable | |||
Amortizable life | 30 years | ||
Non-compete agreements | |||
Amortizable | |||
Gross Carrying Amount | $ 24,269 | 20,903 | |
Accumulated Amortization | $ 13,913 | 13,564 | |
Non-compete agreements | Minimum | |||
Amortizable | |||
Amortizable life | 2 years | ||
Non-compete agreements | Maximum | |||
Amortizable | |||
Amortizable life | 32 years | ||
Trade names | |||
Amortizable | |||
Gross Carrying Amount | $ 15,439 | 15,439 | |
Accumulated Amortization | $ 12,457 | 12,034 | |
Trade names | Minimum | |||
Amortizable | |||
Amortizable life | 1 year | ||
Trade names | Maximum | |||
Amortizable | |||
Amortizable life | 10 years | ||
Debt issuance costs | |||
Amortizable | |||
Amortizable life | 3 years | ||
Gross Carrying Amount | $ 39,954 | 39,942 | |
Accumulated Amortization | $ 23,833 | $ 22,108 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Amortization related to intangible assets | ||
Amortization expense | $ 24,573 | $ 27,222 |
Future amortization expense of intangible assets | ||
2017 (nine months) | 73,529 | |
2,018 | 94,375 | |
2,019 | 85,497 | |
2,020 | 79,363 | |
2,021 | 67,523 | |
Thereafter | 383,716 | |
Total | 784,003 | |
Depreciation and amortization | ||
Amortization related to intangible assets | ||
Amortization expense | 21,252 | 24,037 |
Cost of sales | ||
Amortization related to intangible assets | ||
Amortization expense | 1,596 | 1,701 |
Interest expense | ||
Amortization related to intangible assets | ||
Amortization expense | $ 1,725 | $ 1,484 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | 3 Months Ended | |||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($) | Jul. 09, 2014USD ($) | Oct. 16, 2013USD ($) | Jun. 19, 2012USD ($) | |
Long-Term Debt | ||||||
Face amount | $ 2,888,999 | $ 2,936,244 | ||||
Face amount, current portion | 7,961 | 7,907 | ||||
Face amount, long-term | 2,881,038 | 2,928,337 | ||||
Unamortized debt issuance costs | (14,188) | (15,500) | ||||
Book value | 2,874,811 | 2,920,744 | ||||
Book value, current | 7,961 | 7,907 | ||||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,866,850 | 2,912,837 | ||||
Amortization of debt issuance costs | 900 | $ 800 | ||||
Repurchases of senior notes | 15,129 | $ 0 | ||||
Expected Future Amortization of Debt Issuance Costs [Abstract] | ||||||
2017 (nine months) | 2,458 | |||||
2,018 | 3,204 | |||||
2,019 | 3,201 | |||||
2,020 | 2,211 | |||||
2,021 | 1,803 | |||||
Thereafter | 1,311 | |||||
Total | 14,188 | |||||
Revolving Credit Facility | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | 2,484,000 | |||||
Increased borrowing capacity with the exercise of accordion feature | $ 150,000 | |||||
Actual leverage ratio | 4 | |||||
Actual interest coverage ratio | 4.7 | |||||
Revolving Credit Facility | Minimum | ||||||
Long-Term Debt | ||||||
Commitments fees charged on unused capacity | 0.38% | |||||
Interest coverage ratio | 2.75 | |||||
Revolving Credit Facility | Maximum | ||||||
Long-Term Debt | ||||||
Commitments fees charged on unused capacity | 0.50% | |||||
Leverage ratio | 4.50 | |||||
Revolving Credit Facility | Alternate base rate | Minimum | ||||||
Long-Term Debt | ||||||
Interest rate margin added to variable rate base | 0.50% | |||||
Revolving Credit Facility | Alternate base rate | Maximum | ||||||
Long-Term Debt | ||||||
Interest rate margin added to variable rate base | 1.50% | |||||
Revolving Credit Facility | LIBOR option | ||||||
Long-Term Debt | ||||||
Interest rate margin added to variable rate base | 2.25% | |||||
Reference rate | 0.48% | |||||
Revolving Credit Facility | LIBOR option | Minimum | ||||||
Long-Term Debt | ||||||
Interest rate margin added to variable rate base | 1.50% | |||||
Revolving Credit Facility | LIBOR option | Maximum | ||||||
Long-Term Debt | ||||||
Interest rate margin added to variable rate base | 2.50% | |||||
Revolving Credit Facility | Expansion Capital Facility | ||||||
Long-Term Debt | ||||||
Face amount | $ 1,171,500 | 1,229,500 | ||||
Unamortized debt issuance costs | 0 | 0 | ||||
Book value | 1,171,500 | 1,229,500 | ||||
Long-term line of credit | 1,446,000 | |||||
Revolving Credit Facility | Working Capital Facility | ||||||
Long-Term Debt | ||||||
Face amount | 655,500 | 618,500 | ||||
Unamortized debt issuance costs | 0 | 0 | ||||
Book value | 655,500 | 618,500 | ||||
Maximum borrowing capacity | 1,038,000 | |||||
Outstanding letters of credit | $ 71,600 | |||||
Revolving Credit Facility | Letters of credit | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 2.50% | |||||
5.125% Senior Notes due 2019 | ||||||
Long-Term Debt | ||||||
Face amount | $ 383,467 | 388,467 | ||||
Unamortized debt issuance costs | (4,214) | (4,681) | ||||
Book value | $ 379,253 | 383,786 | ||||
Fixed interest rate | 5.125% | |||||
Debt issued | $ 400,000 | |||||
Repurchase amount | $ 5,000 | |||||
Repurchases of senior notes | 3,100 | |||||
Gain on early extinguishment of debt | 1,800 | |||||
Write off of debt issuance cost | 100 | |||||
6.875% Senior Notes due 2021 | ||||||
Long-Term Debt | ||||||
Face amount | 369,063 | 388,289 | ||||
Unamortized debt issuance costs | (6,802) | (7,545) | ||||
Book value | $ 362,261 | 380,744 | ||||
Fixed interest rate | 6.875% | |||||
Debt issued | $ 450,000 | |||||
Repurchase amount | $ 19,200 | |||||
Repurchases of senior notes | 12,000 | |||||
Gain on early extinguishment of debt | 6,800 | |||||
Write off of debt issuance cost | 400 | |||||
6.650% Senior Notes due 2022 | ||||||
Long-Term Debt | ||||||
Face amount | 250,000 | 250,000 | ||||
Unamortized debt issuance costs | (3,039) | (3,166) | ||||
Book value | $ 246,961 | 246,834 | ||||
Fixed interest rate | 6.65% | 6.65% | ||||
Debt issued | $ 250,000 | |||||
Repayments in semi-annual installments | $ 25,000 | |||||
Other long-term debt | ||||||
Long-Term Debt | ||||||
Face amount | 59,469 | 61,488 | ||||
Unamortized debt issuance costs | (133) | (108) | ||||
Book value | $ 59,336 | $ 61,380 | ||||
Other long-term debt | Minimum | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 1.17% | |||||
Other long-term debt | Maximum | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 7.08% |
Long-Term Debt - Maturity Sched
Long-Term Debt - Maturity Schedule (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Maturities | |
2017 (nine months) | $ 5,786 |
2,018 | 32,177 |
2,019 | 1,883,076 |
2,020 | 439,111 |
2,021 | 84,687 |
Thereafter | 444,162 |
Total | 2,888,999 |
Revolving Credit Facility | |
Maturities | |
2,019 | 1,827,000 |
Total | 1,827,000 |
5.125% Senior Notes due 2019 | |
Maturities | |
2,020 | 383,467 |
Total | 383,467 |
6.875% Senior Notes due 2021 | |
Maturities | |
Thereafter | 369,063 |
Total | 369,063 |
6.650% Senior Notes due 2022 | |
Maturities | |
2,018 | 25,000 |
2,019 | 50,000 |
2,020 | 50,000 |
2,021 | 50,000 |
Thereafter | 75,000 |
Total | 250,000 |
Other long-term debt | |
Maturities | |
2017 (nine months) | 5,786 |
2,018 | 7,177 |
2,019 | 6,076 |
2,020 | 5,644 |
2,021 | 34,687 |
Thereafter | 99 |
Total | $ 59,469 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Minimum percentage of qualifying income of non taxable subsidiaries | 90.00% |
Commitments and Contingencies -
Commitments and Contingencies - Environmental Matters (Details) $ in Millions | Jun. 30, 2016USD ($) |
Environmental matter | |
Environmental matters liability | $ 2.3 |
Commitments and Contingencies63
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at beginning of period | $ 5,574 |
Liabilities incurred | 24 |
Accretion expense | 109 |
Balance at end of period | $ 5,707 |
Commitments and Contingencies64
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Future minimum lease payments | ||
2017 (nine months) | $ 68,995 | |
2,018 | 79,568 | |
2,019 | 60,043 | |
2,020 | 52,159 | |
2,021 | 47,001 | |
Thereafter | 77,649 | |
Total | 385,415 | |
Rental expense | $ 29,900 | $ 33,800 |
Commitments and Contingencies65
Commitments and Contingencies - Pipeline Capacity Agreements (Details) - Pipeline Capacity Agreements $ in Thousands | Jun. 30, 2016USD ($) |
Future minimum throughput payments | |
2017 (nine months) | $ 39,012 |
2,018 | 52,082 |
2,019 | 52,170 |
2,020 | 42,418 |
Total | $ 185,682 |
Commitments and Contingencies66
Commitments and Contingencies - Sales and Purchase Contracts (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2016USD ($)bblgal |
Prepaid expenses and other current assets | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Net asset (liability) | $ 38,500 |
Accrued expenses and other payables | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Net asset (liability) | $ 44,000 |
Natural gas liquids | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Fixed-price purchase commitments (in gallons/barrels) | gal | 40,157 |
Index-price purchase commitments (in gallons/barrels) | gal | 813,911 |
Fixed-price sale commitments (in gallons/barrels) | gal | 118,257 |
Index-price sale commitments (in gallons/barrels) | gal | 438,941 |
Fixed-price purchase commitments | $ 20,350 |
Index-price purchase commitments | 437,390 |
Fixed-price sale commitments | 76,308 |
Index-price sale commitments | $ 322,701 |
Crude oil | |
Sales and purchase contracts for natural gas liquids and crude oil | |
Fixed-price purchase commitments (in gallons/barrels) | bbl | 1,789 |
Index-price purchase commitments (in gallons/barrels) | bbl | 17,196 |
Fixed-price sale commitments (in gallons/barrels) | bbl | 2,739 |
Index-price sale commitments (in gallons/barrels) | bbl | 18,011 |
Fixed-price purchase commitments | $ 87,326 |
Index-price purchase commitments | 747,494 |
Fixed-price sale commitments | 133,550 |
Index-price sale commitments | $ 880,595 |
Equity - Partnership Equity (De
Equity - Partnership Equity (Details) | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Equity | ||
General partner interest | 0.10% | 0.10% |
Limited partner interest | 99.90% | 99.90% |
Common units | ||
Equity | ||
General partner interest | 0.10% | |
Limited partner interest | 99.90% |
Equity - Distribution Policy (D
Equity - Distribution Policy (Details) - Subsequent Event $ / shares in Units, $ in Millions | Jul. 22, 2016USD ($)$ / shares |
Distributions | |
Distribution declared per common unit (in dollars per unit) | $ / shares | $ 0.39 |
Amount of distribution declared | $ | $ 41.2 |
Equity - Class A Convertible Pr
Equity - Class A Convertible Preferred Units (Details) - USD ($) | Jun. 24, 2016 | May 11, 2016 | Apr. 21, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 22, 2016 | Jun. 23, 2016 |
Equity-Based Incentive Compensation | |||||||
Proceeds from issuance of preferred units | $ 140,000,000 | $ 100,000,000 | |||||
Preferred units, issued (in units) | 11,632,932 | 8,309,237 | |||||
Outstanding (in units) | 2,522,149 | 1,822,963 | 4,345,112 | ||||
Exercise price (in dollars per unit) | $ 0.01 | ||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | $ 235,180,000 | $ 0 | |||||
Oaktree Capital Management L.P. | |||||||
Equity-Based Incentive Compensation | |||||||
Authorized amount | $ 200,000,000 | $ 240,000,000 | |||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | |||||||
Equity-Based Incentive Compensation | |||||||
Stated interest rate | 10.75% | ||||||
Days after quarter end distributions paid | 45 days | ||||||
Initial conversion price (in dollars per unit) | $ 12.035 | ||||||
Reset conversion price, trading days used for adjustment | 15 days | ||||||
Reset conversion price (in dollars per unit) | $ 5 | ||||||
Number of days within closing date of registration statement required to file within | 180 days | ||||||
Number of days after closing date registration statement declared effective | 360 days | ||||||
Class of warrant or right, term | 8 years | ||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | $ 235,200,000 | ||||||
Payments of stock issuance costs | 4,800,000 | ||||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units | $ 131,500,000 | ||||||
Conversion period | 3 years | ||||||
Accretion of beneficial conversion | $ 1,600,000 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Portion at fair value | |||||||
Equity-Based Incentive Compensation | |||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 186,600,000 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Portion at fair value | Warrant | |||||||
Equity-Based Incentive Compensation | |||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | $ 48,600,000 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | From and after the first anniversary of the original issue date | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage convertible | 33.33% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | From and after the second anniversary of the original issue date | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage convertible | 33.33% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | From and after the third anniversary of the original issue date | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage convertible | 33.33% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after first, but prior to the second anniversary of the closing date | |||||||
Equity-Based Incentive Compensation | |||||||
Preferred unit redemption premium | $ 1.4 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the second, but prior to the third anniversary of the closing date | |||||||
Equity-Based Incentive Compensation | |||||||
Preferred unit redemption premium | 1.15 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the third, but prior to the eighth anniversary of the closing date | |||||||
Equity-Based Incentive Compensation | |||||||
Preferred unit redemption premium | 1.1 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the eighth anniversary of the closing date | |||||||
Equity-Based Incentive Compensation | |||||||
Preferred unit redemption premium | 1.01 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Prior to the first anniversary of the closing date | |||||||
Equity-Based Incentive Compensation | |||||||
Preferred unit redemption premium | 1.4 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the first but prior to the second anniversary of the closing date | |||||||
Equity-Based Incentive Compensation | |||||||
Preferred unit redemption premium | 1.3 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | After the second anniversary of the closing date | |||||||
Equity-Based Incentive Compensation | |||||||
Preferred unit redemption premium | 1.2 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Thereafter | |||||||
Equity-Based Incentive Compensation | |||||||
Preferred unit redemption premium | $ 1.01 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Maximum | |||||||
Equity-Based Incentive Compensation | |||||||
Stated interest rate | 11.25% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | First 60 day period following the effectiveness deadline | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage increase in dividend rate | 0.25% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Each subsequent 30 day period | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage increase in dividend rate | 0.25% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | 61-91 days | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage increase in dividend rate | 0.50% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | 91-120 days | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage increase in dividend rate | 0.75% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Thereafter | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage increase in dividend rate | 1.00% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Thereafter | Maximum | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage increase in dividend rate | 1.00% | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | First six-month period | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage increase in dividend rate | 0.25% | ||||||
Payment default period | 6 months | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Second six-month period | |||||||
Equity-Based Incentive Compensation | |||||||
Percentage increase in dividend rate | 0.25% | ||||||
Payment default period | 6 months | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Subsequent Event | |||||||
Equity-Based Incentive Compensation | |||||||
Dividends declared, amount | $ 1,800,000 |
Equity - Service Award Activity
Equity - Service Award Activity (Details) | 3 Months Ended |
Jun. 30, 2016USD ($)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) | 2,297,132 |
Units granted (in units) | 104,000 |
Units forfeited (in units) | (83,000) |
Unvested restricted units at the end of the period (in units) | 2,318,132 |
Equity - Service Awards Vesting
Equity - Service Awards Vesting Schedule (Details) - Service awards - shares | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Equity-Based Incentive Compensation | ||
Unvested units at reporting date (in units) | 2,318,132 | 2,297,132 |
2017 (nine months) | ||
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest (in units) | 1,375,991 | |
2,018 | ||
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest (in units) | 752,141 | |
2,019 | ||
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest (in units) | 158,000 | |
Thereafter | ||
Equity-Based Incentive Compensation | ||
Number of units scheduled to vest (in units) | 32,000 |
Equity - Service Awards Expense
Equity - Service Awards Expense (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Equity-Based Incentive Compensation | ||
Expense recorded | $ 1,458 | |
Service awards | ||
Equity-Based Incentive Compensation | ||
Expense recorded | $ 20,877 | $ 18,500 |
Estimated forfeiture of unvested awards (in units) | 110 | |
Closing price (in dollars per unit) | $ 19.32 | |
Estimated equity-based compensation expense | ||
2017 (nine months) | $ 10,096 | |
2,018 | 5,392 | |
2,019 | 1,406 | |
Thereafter | 169 | |
Total | $ 17,063 |
Equity - Service Awards Liabili
Equity - Service Awards Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Rollforward of the liability related to equity-based compensation | ||
Balance at the beginning of the period | $ 309 | |
Expense recorded | 1,458 | |
Service awards | ||
Rollforward of the liability related to equity-based compensation | ||
Balance at the beginning of the period | 4,725 | |
Expense recorded | 20,877 | $ 18,500 |
Balance at the end of the period | $ 25,602 | |
Other disclosures | ||
Weighted-average grant date fair value of the awards (in dollars per unit) | $ 18.52 |
Equity - Performance Awards (De
Equity - Performance Awards (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Apr. 30, 2015 | Jun. 30, 2016 | |
Rollforward of the liability related to equity-based compensation | ||
Balance at the beginning of the period | $ 309,000 | |
Expense recorded | $ 1,458,000 | |
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 (in units) | 4,000,000 | |
July 1, 2016 | ||
Rollforward of the liability related to equity-based compensation | ||
Expense recorded | $ (197,000) | |
July 1, 2017 | ||
Rollforward of the liability related to equity-based compensation | ||
Expense recorded | 1,655,000 | |
Performance awards | ||
Estimated equity-based compensation expense | ||
2017 (nine months) | 1,107,000 | |
2,018 | 369,000 | |
Total | 1,476,000 | |
Rollforward of the liability related to equity-based compensation | ||
Expense recorded | 1,460,000 | |
Balance at the end of the period | $ 1,769,000 | |
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 | 50.00% | |
Performance awards | 50%-75% | Maximum | ||
Equity-Based Incentive Compensation | ||
Percentage of awards to vest | 100.00% | |
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 | 100.00% | |
Performance awards | 75%-90% | Maximum | ||
Equity-Based Incentive Compensation | ||
Percentage of awards to vest | 200.00% | |
Performance awards | Greater than 90% | ||
Equity-Based Incentive Compensation | ||
Percentage of entities outperformed, lower limit | 90.00% | |
Percentage of awards to vest | 200.00% | |
Performance awards | July 1, 2016 | ||
Equity-Based Incentive Compensation | ||
Fair value of unvested awards | $ 0 | |
Performance awards | July 1, 2017 | ||
Equity-Based Incentive Compensation | ||
Fair value of unvested awards | 3,509,000 | |
Performance awards | July 1, 2016 to July 1, 2017 | ||
Equity-Based Incentive Compensation | ||
Fair value of unvested awards | $ 3,509,000 | |
Performance awards | April 2015 | July 1, 2016 | ||
Equity-Based Incentive Compensation | ||
Maximum award units (in units) | 0 | |
Performance awards | April 2015 | July 1, 2017 | ||
Equity-Based Incentive Compensation | ||
Maximum award units (in units) | 583,382 | |
Performance awards | April 2015 | July 1, 2016 to July 1, 2017 | ||
Equity-Based Incentive Compensation | ||
Maximum award units (in units) | 583,382 |
Fair Value of Financial Instr75
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net (liability) asset | $ 38,500 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net (liability) asset | 44,000 | |
Commodity contracts | ||
Assets: | ||
Derivative Assets | 47,786 | $ 80,061 |
Netting of counterparty contracts, assets | (8,431) | (3,384) |
Net cash collateral provided (held) | 326 | (18,176) |
Commodity derivatives in condensed consolidated balance sheet, assets | 39,681 | 58,501 |
Liabilities: | ||
Derivative Liabilities | (72,891) | (32,595) |
Netting of counterparty contracts, liabilities | 8,431 | 3,384 |
Cash collateral provided (held) | 16,503 | 599 |
Commodity derivatives in condensed consolidated balance sheet, liabilities | (47,957) | (28,612) |
Derivative assets (liabilities) | ||
Net (liability) asset | (8,276) | 29,889 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net (liability) asset | 39,681 | 58,501 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net (liability) asset | (47,957) | (28,612) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative Assets | 8,018 | 47,361 |
Liabilities: | ||
Derivative Liabilities | (24,674) | (3,983) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative Assets | 39,768 | 32,700 |
Liabilities: | ||
Derivative Liabilities | $ (48,217) | $ (28,612) |
Fair Value of Financial Instr76
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Jun. 30, 2016USD ($)bbl | Mar. 31, 2016USD ($)bbl |
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (25,105) | $ 47,466 |
Net cash collateral (held) provided | 16,829 | (17,577) |
Net commodity derivatives in condensed consolidated balance sheet | (8,276) | 29,889 |
Cross-commodity | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 1,814 | $ 1,663 |
Cross-commodity | Long | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 186 | 251 |
Crude oil fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (3,621) | $ (3,655) |
Crude oil fixed-price | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 1,010 | 1,583 |
Propane fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 367 | $ (592) |
Propane fixed-price | Long | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 284 | 540 |
Refined products fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (16,709) | $ 48,557 |
Refined products fixed-price | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 4,996 | 5,355 |
Other | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (6,956) | $ 1,493 |
Fair Value of Financial Instr77
Fair Value of Financial Instruments - Losses From Commodity Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | ||
Net losses on derivatives | $ (59.7) | $ (41.2) |
Fair Value of Financial Instr78
Fair Value of Financial Instruments - Interest Rate Risk (Details) - Revolving Credit Facility $ in Billions | Jun. 30, 2016USD ($) |
Interest Rate Risk | |
Outstanding debt | $ 1.8 |
Interest rate | 2.73% |
Fair Value of Financial Instr79
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 19, 2012 |
5.125% Senior Notes due 2019 | ||
Fair Value of Fixed - Rate Notes | ||
Fair value of fixed - rate notes | $ 348,955 | |
Fixed interest rate | 5.125% | |
6.875% Senior Notes due 2021 | ||
Fair Value of Fixed - Rate Notes | ||
Fair value of fixed - rate notes | $ 325,083 | |
Fixed interest rate | 6.875% | |
6.650% Senior Notes due 2022 | ||
Fair Value of Fixed - Rate Notes | ||
Fair value of fixed - rate notes | $ 237,244 | |
Fixed interest rate | 6.65% | 6.65% |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Segment information | |||
Revenues | $ 2,721,970 | $ 3,538,469 | |
Other Revenue, Net | 267 | 0 | |
Depreciation and amortization | 48,906 | 59,831 | |
Operating income (loss) | 193,900 | (1,210) | |
Additions to property, plant and equipment and intangible assets | 129,580 | 164,065 | |
Long-lived assets, net | 4,355,203 | $ 4,113,824 | |
Total assets | 6,002,782 | 5,560,155 | |
Operating segment | Crude oil logistics | |||
Segment information | |||
Revenues | 425,951 | 1,327,784 | |
Depreciation and amortization | 8,968 | 10,002 | |
Operating income (loss) | (625) | 11,960 | |
Additions to property, plant and equipment and intangible assets | 72,305 | 62,639 | |
Long-lived assets, net | 1,741,629 | 1,679,027 | |
Total assets | 2,341,066 | 2,197,113 | |
Operating segment | Crude oil logistics | Crude oil sales | |||
Segment information | |||
Revenues | 414,619 | 1,312,783 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||
Segment information | |||
Revenues | 12,934 | 18,949 | |
Operating segment | Water solutions | |||
Segment information | |||
Revenues | 35,753 | 54,293 | |
Depreciation and amortization | 24,434 | 20,846 | |
Operating income (loss) | 79,464 | 10,447 | |
Additions to property, plant and equipment and intangible assets | 43,116 | 60,489 | |
Long-lived assets, net | 1,305,868 | 1,162,405 | |
Total assets | 1,346,405 | 1,236,875 | |
Operating segment | Water solutions | Service fees | |||
Segment information | |||
Revenues | 25,697 | 36,738 | |
Operating segment | Water solutions | Recovered hydrocarbons | |||
Segment information | |||
Revenues | 7,196 | 15,818 | |
Operating segment | Water solutions | Other revenues | |||
Segment information | |||
Revenues | 2,860 | 1,737 | |
Operating segment | Liquids | |||
Segment information | |||
Revenues | 205,049 | 248,985 | |
Depreciation and amortization | 4,449 | 5,004 | |
Operating income (loss) | (57) | (471) | |
Additions to property, plant and equipment and intangible assets | 6,468 | 17,178 | |
Long-lived assets, net | 573,898 | 572,081 | |
Total assets | 733,538 | 693,872 | |
Operating segment | Liquids | Other revenues | |||
Segment information | |||
Revenues | 7,147 | 9,500 | |
Operating segment | Liquids | Propane sales | |||
Segment information | |||
Revenues | 96,471 | 105,490 | |
Operating segment | Liquids | Other product sales | |||
Segment information | |||
Revenues | 113,735 | 147,511 | |
Operating segment | Retail propane | |||
Segment information | |||
Revenues | 60,387 | 64,447 | |
Depreciation and amortization | 9,687 | 8,706 | |
Operating income (loss) | (2,502) | (700) | |
Additions to property, plant and equipment and intangible assets | 6,549 | 6,895 | |
Long-lived assets, net | 479,783 | 483,330 | |
Total assets | 537,596 | 538,267 | |
Operating segment | Retail propane | Other revenues | |||
Segment information | |||
Revenues | 8,307 | 8,315 | |
Operating segment | Retail propane | Propane sales | |||
Segment information | |||
Revenues | 41,641 | 43,185 | |
Operating segment | Retail propane | Distillate sales | |||
Segment information | |||
Revenues | 10,455 | 12,947 | |
Operating segment | Refined products and renewables | |||
Segment information | |||
Revenues | 1,994,563 | 1,842,960 | |
Depreciation and amortization | 417 | 14,175 | |
Operating income (loss) | 149,769 | 33,020 | |
Additions to property, plant and equipment and intangible assets | 24 | 15,695 | |
Long-lived assets, net | 219,482 | 180,783 | |
Total assets | 959,679 | 765,806 | |
Operating segment | Refined products and renewables | Service fees | |||
Segment information | |||
Revenues | 11,266 | 28,073 | |
Operating segment | Refined products and renewables | Refined products sales | |||
Segment information | |||
Revenues | 1,876,857 | 1,708,949 | |
Operating segment | Refined products and renewables | Renewables sales | |||
Segment information | |||
Revenues | 106,482 | 106,153 | |
Operating segment | Corporate and other | |||
Segment information | |||
Depreciation and amortization | 951 | 1,098 | |
Operating income (loss) | (32,149) | (55,466) | |
Additions to property, plant and equipment and intangible assets | 1,118 | 1,169 | |
Long-lived assets, net | 34,543 | 36,198 | |
Total assets | 84,498 | $ 128,222 | |
Elimination of intersegment sales | Crude oil logistics | |||
Segment information | |||
Revenues | (1,602) | (3,948) | |
Elimination of intersegment sales | Liquids | |||
Segment information | |||
Revenues | (12,304) | (13,516) | |
Elimination of intersegment sales | Retail propane | |||
Segment information | |||
Revenues | (16) | 0 | |
Elimination of intersegment sales | Refined products and renewables | |||
Segment information | |||
Revenues | $ (42) | $ (215) |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 3,752 | $ 15,625 | |
Accounts payable to affiliates | 8,469 | 7,193 | |
SemGroup | |||
Transactions with Affiliates | |||
Sales to related party | 71 | $ 37,438 | |
Purchases from related party | 2,025 | 38,825 | |
Accounts receivable-affiliates | 3,675 | 1,166 | |
Accounts payable to affiliates | 4,336 | 1,823 | |
Equity method investees | |||
Transactions with Affiliates | |||
Sales to related party | 405 | 1,390 | |
Purchases from related party | 30,647 | 30,948 | |
Accounts receivable-affiliates | 0 | 14,446 | |
Accounts payable to affiliates | 548 | 3,947 | |
Loan receivable from affiliates | 22,300 | ||
Loan payment received from investee | 700 | ||
Equity method investees | Loan Agreement | |||
Transactions with Affiliates | |||
Loan receivable from affiliates | $ 1,000 | ||
Loan agreement successive extension period | 1 year | ||
Entities affiliated with management | |||
Transactions with Affiliates | |||
Increase in property, plant and equipment | $ 7,500 | ||
Sales to related party | 77 | 107 | |
Purchases from related party | 8,243 | $ 7,180 | |
Accounts receivable-affiliates | 77 | 13 | |
Accounts payable to affiliates | $ 3,585 | $ 1,423 |
Other Matters (Details)
Other Matters (Details) - USD ($) $ in Thousands | Jun. 03, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Segment information | |||
Purchases of pipeline capacity allocations | $ 40,408 | $ 0 | |
Payment to terminate contract | 16,875 | 0 | |
Payments for the early extinguishment of liabilities | 25,492 | 0 | |
Gain (loss) on disposition of assets | 204,319 | (421) | |
Gains (losses) on early extinguishment of liabilities | 29,952 | $ 0 | |
Water Pipeline Company | |||
Segment information | |||
Cash paid | $ 5,200 | ||
Water solutions | |||
Segment information | |||
Payment to terminate contract | $ 49,600 | ||
Amortizable life | 2 years | ||
Increase in property, plant and equipment | $ 1,200 | ||
Intangible asset additions | 3,300 | ||
Noncontrolling Interest, Increase from Business Combination | 2,800 | ||
Payments for the early extinguishment of liabilities | 25,500 | 46,800 | |
Release of Liabilities, Contract Termination | 16,900 | ||
Gain (loss) on disposition of assets | 22,700 | ||
Gains (losses) on early extinguishment of liabilities | $ 21,300 | ||
Water solutions | Accrued expenses and other payables | |||
Segment information | |||
Payment to terminate contract | $ 2,100 |
Subsequent Events (Details)
Subsequent Events (Details) - Retail propane 2017 acquisitions - USD ($) $ in Millions | Jul. 20, 2016 | Jun. 30, 2016 |
Subsequent events | ||
Cash paid | $ 1.4 | |
Subsequent Event | ||
Subsequent events | ||
Cash paid | $ 26 |
Condensed Consolidating Guara84
Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 10,878 | $ 28,176 | $ 43,506 | $ 41,303 |
Accounts receivable - trade, net of allowance for doubtful accounts | 607,973 | 521,014 | ||
Accounts receivable-affiliates | 3,752 | 15,625 | ||
Inventories | 522,535 | 367,806 | ||
Prepaid expenses and other current assets | 123,959 | 95,859 | ||
Total current assets | 1,269,097 | 1,028,480 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,733,393 | 1,649,572 | ||
GOODWILL | 1,448,263 | 1,315,362 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,173,547 | 1,148,890 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 192,766 | 219,550 | ||
LOAN RECEIVABLE-AFFILIATE | 1,000 | 22,262 | ||
OTHER NONCURRENT ASSETS | 184,716 | 176,039 | ||
Total assets | 6,002,782 | 5,560,155 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 528,085 | 420,306 | ||
Accounts payable-affiliates | 8,469 | 7,193 | ||
Accrued expenses and other payables | 256,877 | 214,426 | ||
Advance payments received from customers | 68,253 | 56,185 | ||
Current maturities of long-term debt | 7,961 | 7,907 | ||
Total current liabilities | 869,645 | 706,017 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,866,850 | 2,912,837 | ||
OTHER NONCURRENT LIABILITIES | 199,033 | 247,236 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 56,685 | 0 | ||
EQUITY : | ||||
Partners' equity | 1,973,036 | 1,656,515 | ||
Accumulated other comprehensive loss | (309) | (157) | ||
Noncontrolling interests | 37,842 | 37,707 | ||
Total equity | 2,010,569 | 1,694,065 | ||
Total liabilities, convertible preferred units and equity | 6,002,782 | 5,560,155 | ||
Liabilities and Equity | 5,560,155 | |||
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 8,309 | 25,749 | 22,693 | 29,115 |
Total current assets | 8,309 | 25,749 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 0 | 0 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | 1,763,254 | 1,404,479 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 1,261,127 | 1,254,383 | ||
Total assets | 3,032,690 | 2,684,611 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-affiliates | 1 | 1 | ||
Accrued expenses and other payables | 14,802 | 16,887 | ||
Total current liabilities | 14,803 | 16,888 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 988,475 | 1,011,365 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 56,685 | |||
EQUITY : | ||||
Partners' equity | 1,972,727 | 1,656,358 | ||
Total equity | 1,972,727 | 1,656,358 | ||
Total liabilities, convertible preferred units and equity | 3,032,690 | |||
Liabilities and Equity | 2,684,611 | |||
Reportable Entity | Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 1,527 | 784 | 13,642 | 9,757 |
Accounts receivable - trade, net of allowance for doubtful accounts | 603,298 | 516,362 | ||
Accounts receivable-affiliates | 3,752 | 15,625 | ||
Inventories | 522,005 | 367,250 | ||
Prepaid expenses and other current assets | 122,855 | 94,426 | ||
Total current assets | 1,253,437 | 994,447 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,640,342 | 1,568,488 | ||
GOODWILL | 1,429,273 | 1,313,364 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,164,005 | 1,146,355 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 192,766 | 219,550 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (1,763,236) | (1,402,360) | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 73,173 | 42,227 | ||
LOAN RECEIVABLE-AFFILIATE | 1,000 | 22,262 | ||
OTHER NONCURRENT ASSETS | 184,595 | 175,512 | ||
Total assets | 4,175,355 | 4,079,845 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 525,283 | 417,707 | ||
Accounts payable-affiliates | 8,423 | 7,190 | ||
Accrued expenses and other payables | 239,718 | 196,596 | ||
Advance payments received from customers | 67,659 | 55,737 | ||
Current maturities of long-term debt | 7,160 | 7,109 | ||
Total current liabilities | 848,243 | 684,339 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 1,871,506 | 1,894,428 | ||
OTHER NONCURRENT LIABILITIES | 194,479 | 246,695 | ||
EQUITY : | ||||
Partners' equity | 1,261,269 | 1,254,384 | ||
Accumulated other comprehensive loss | (142) | (1) | ||
Total equity | 1,261,127 | 1,254,383 | ||
Total liabilities, convertible preferred units and equity | 4,175,355 | |||
Liabilities and Equity | 4,079,845 | |||
Reportable Entity | Non-Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 1,042 | 1,643 | $ 7,171 | $ 2,431 |
Accounts receivable - trade, net of allowance for doubtful accounts | 4,675 | 4,652 | ||
Accounts receivable-affiliates | 0 | 0 | ||
Inventories | 530 | 556 | ||
Prepaid expenses and other current assets | 1,104 | 1,433 | ||
Total current assets | 7,351 | 8,284 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 93,051 | 81,084 | ||
GOODWILL | 18,990 | 1,998 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 9,542 | 2,535 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 0 | 0 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (18) | (2,119) | ||
OTHER NONCURRENT ASSETS | 121 | 527 | ||
Total assets | 129,037 | 92,309 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 2,802 | 2,599 | ||
Accounts payable-affiliates | 45 | 2 | ||
Accrued expenses and other payables | 2,357 | 943 | ||
Advance payments received from customers | 594 | 448 | ||
Current maturities of long-term debt | 801 | 798 | ||
Total current liabilities | 6,599 | 4,790 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 6,869 | 7,044 | ||
OTHER NONCURRENT LIABILITIES | 4,554 | 541 | ||
EQUITY : | ||||
Partners' equity | 111,182 | 80,090 | ||
Accumulated other comprehensive loss | (167) | (156) | ||
Total equity | 111,015 | 79,934 | ||
Total liabilities, convertible preferred units and equity | 129,037 | |||
Liabilities and Equity | 92,309 | |||
Consolidating Adjustments | ||||
CURRENT ASSETS: | ||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (1,334,300) | (1,296,610) | ||
Total assets | (1,334,300) | (1,296,610) | ||
EQUITY : | ||||
Partners' equity | (1,372,142) | (1,334,317) | ||
Noncontrolling interests | 37,842 | 37,707 | ||
Total equity | (1,334,300) | (1,296,610) | ||
Total liabilities, convertible preferred units and equity | $ (1,334,300) | |||
Liabilities and Equity | $ (1,296,610) |
Condensed Consolidating Guara85
Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidating Statement of Operations | ||
REVENUES | $ 2,721,970 | $ 3,538,469 |
COST OF SALES | 2,566,440 | 3,322,551 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 75,172 | 105,590 |
General and administrative | 41,871 | 62,481 |
Depreciation and amortization | 48,906 | 59,831 |
(Gain) loss on disposal or impairment of assets, net | (204,319) | 421 |
Revaluation of liabilities | 0 | (11,195) |
Operating Income (Loss) | 193,900 | (1,210) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 394 | 8,718 |
Revaluation of investments | (14,365) | 0 |
Interest expense | (30,438) | (30,802) |
Gain on early extinguishment of liabilities | 29,952 | 0 |
Other income, net | 3,772 | (1,175) |
Income (loss) before income taxes | 183,215 | (24,469) |
INCOME TAX EXPENSE | (462) | (538) |
Net Income (Loss) | 182,753 | (25,007) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (5,833) | (4,350) |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (3,384) | 0 |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (203) | (15,374) |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS | 173,333 | (44,731) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OTHER INCOME (EXPENSE): | ||
Interest expense | (7,712) | (17,801) |
Income (loss) before income taxes | (7,712) | (17,801) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 184,632 | (11,556) |
Net Income (Loss) | 176,920 | (29,357) |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS | 176,920 | (29,357) |
Reportable Entity | Guarantor Subsidiaries | ||
Condensed Consolidating Statement of Operations | ||
REVENUES | 2,714,981 | 3,496,881 |
COST OF SALES | 2,565,828 | 3,323,661 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 70,881 | 85,300 |
General and administrative | 41,626 | 56,670 |
Depreciation and amortization | 46,309 | 45,539 |
(Gain) loss on disposal or impairment of assets, net | (204,339) | 421 |
Revaluation of liabilities | (11,195) | |
Operating Income (Loss) | 194,676 | (3,515) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 394 | 2,895 |
Revaluation of investments | (14,365) | |
Interest expense | (22,642) | (10,993) |
Gain on early extinguishment of liabilities | 29,952 | |
Other income, net | 3,836 | (1,225) |
Income (loss) before income taxes | 191,851 | (12,838) |
INCOME TAX EXPENSE | (462) | (507) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | (6,757) | 1,789 |
Net Income (Loss) | 184,632 | (11,556) |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS | 184,632 | (11,556) |
Reportable Entity | Non-Guarantor Subsidiaries | ||
Condensed Consolidating Statement of Operations | ||
REVENUES | 7,351 | 51,179 |
COST OF SALES | 974 | 8,412 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 4,291 | 20,359 |
General and administrative | 245 | 5,811 |
Depreciation and amortization | 2,597 | 14,292 |
(Gain) loss on disposal or impairment of assets, net | 20 | 0 |
Operating Income (Loss) | (776) | 2,305 |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 0 | 5,823 |
Interest expense | (162) | (2,082) |
Other income, net | 14 | 124 |
Income (loss) before income taxes | (924) | 6,170 |
INCOME TAX EXPENSE | 0 | (31) |
Net Income (Loss) | (924) | 6,139 |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS | (924) | 6,139 |
Consolidating Adjustments | ||
Condensed Consolidating Statement of Operations | ||
REVENUES | (362) | (9,591) |
COST OF SALES | (362) | (9,522) |
OPERATING COSTS AND EXPENSES: | ||
Operating | 0 | (69) |
OTHER INCOME (EXPENSE): | ||
Interest expense | 78 | 74 |
Other income, net | (78) | (74) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | (177,875) | 9,767 |
Net Income (Loss) | (177,875) | 9,767 |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (5,833) | (4,350) |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (3,384) | |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (203) | (15,374) |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS | $ (187,295) | $ (9,957) |
Condensed Consolidating Guara86
Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Condensed Consolidating Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | $ 182,753 | $ (25,007) |
Other comprehensive loss | (152) | (8) |
Comprehensive income (loss) | 182,601 | (25,015) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | 176,920 | (29,357) |
Comprehensive income (loss) | 176,920 | (29,357) |
Reportable Entity | Guarantor Subsidiaries | ||
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | 184,632 | (11,556) |
Other comprehensive loss | (142) | |
Comprehensive income (loss) | 184,490 | (11,556) |
Reportable Entity | Non-Guarantor Subsidiaries | ||
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | (924) | 6,139 |
Other comprehensive loss | (10) | (8) |
Comprehensive income (loss) | (934) | 6,131 |
Consolidating Adjustments | ||
Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | (177,875) | 9,767 |
Comprehensive income (loss) | $ (177,875) | $ 9,767 |
Condensed Consolidating Guara87
Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Condensed Consolidating Statements Of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | $ (99,771) | $ (122,110) |
Purchases of pipeline capacity allocations | (40,408) | 0 |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (14,458) | (63,898) |
Cash flows from commodity derivatives | (21,535) | (21,693) |
Proceeds from sales of assets | 438 | 1,931 |
Proceeds from sale of TLP common units | 112,370 | 0 |
Investments in unconsolidated entities | 0 | (2,149) |
Distributions of capital from unconsolidated entities | 2,941 | 3,156 |
Loan for natural gas liquids facility | 0 | (3,913) |
Payments on loan for natural gas liquids facility | 2,130 | 1,600 |
Loan to affiliate | (1,000) | (15,621) |
Payments on loan to affiliate | 655 | 0 |
Payment to terminate contract | (16,875) | 0 |
Net cash used in investing activities | (75,513) | (222,697) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 433,500 | 721,200 |
Payments on revolving credit facilities | (454,500) | (498,200) |
Repurchases of senior notes | (15,129) | 0 |
Payments on other long-term debt | (2,102) | (1,629) |
Debt issuance costs | (45) | (6) |
Contributions from general partner | (11) | |
Contributions from limited partners | (501) | |
Contributions from noncontrolling interest owners | 830 | 3,947 |
Distributions to partners | (40,696) | (73,097) |
Distributions to noncontrolling interest owners | (1,355) | (9,057) |
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 235,180 | 0 |
Payments for the early extinguishment of liabilities | (25,492) | 0 |
Other | (53) | (98) |
Net cash provided by financing activities | 129,637 | 143,071 |
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (71,422) | 81,829 |
Net (decrease) increase in cash and cash equivalents | (17,298) | 2,203 |
Cash and cash equivalents, beginning of period | 28,176 | 41,303 |
Cash and cash equivalents, end of period | 10,878 | 43,506 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
FINANCING ACTIVITIES: | ||
Repurchases of senior notes | (15,129) | |
Debt issuance costs | (11) | 54 |
Contributions from general partner | (11) | |
Contributions from limited partners | (501) | |
Distributions to partners | (40,696) | (73,097) |
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 235,180 | |
Net changes in advances with consolidated entities | (177,872) | 86,638 |
Net cash provided by financing activities | 971 | 13,606 |
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (18,411) | (20,028) |
Net (decrease) increase in cash and cash equivalents | (17,440) | (6,422) |
Cash and cash equivalents, beginning of period | 25,749 | 29,115 |
Cash and cash equivalents, end of period | 8,309 | 22,693 |
Reportable Entity | Guarantor Subsidiaries | ||
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (98,424) | (100,508) |
Purchases of pipeline capacity allocations | (40,408) | |
Acquisitions of businesses, including acquired working capital, net of cash acquired | (14,458) | (63,898) |
Cash flows from commodity derivatives | (21,535) | (21,693) |
Proceeds from sales of assets | 421 | 1,931 |
Proceeds from sale of TLP common units | 112,370 | |
Investments in unconsolidated entities | (2,149) | |
Distributions of capital from unconsolidated entities | 2,941 | 3,156 |
Loan for natural gas liquids facility | (3,913) | |
Payments on loan for natural gas liquids facility | 2,130 | 1,600 |
Loan to affiliate | (1,000) | (15,621) |
Payments on loan to affiliate | 655 | |
Payment to terminate contract | (16,875) | |
Net cash used in investing activities | (74,183) | (201,095) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 433,500 | 704,000 |
Payments on revolving credit facilities | (454,500) | (488,000) |
Repurchases of senior notes | 0 | |
Payments on other long-term debt | (1,777) | (1,599) |
Debt issuance costs | (34) | (60) |
Contributions from noncontrolling interest owners | 0 | |
Distributions to partners | 0 | |
Distributions to noncontrolling interest owners | 0 | |
Payments for the early extinguishment of liabilities | (25,492) | |
Net changes in advances with consolidated entities | 171,715 | (102,549) |
Other | (53) | (28) |
Net cash provided by financing activities | 123,359 | 111,764 |
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (48,433) | 93,216 |
Net (decrease) increase in cash and cash equivalents | 743 | 3,885 |
Cash and cash equivalents, beginning of period | 784 | 9,757 |
Cash and cash equivalents, end of period | 1,527 | 13,642 |
Reportable Entity | Non-Guarantor Subsidiaries | ||
INVESTING ACTIVITIES: | ||
Purchases of long-lived assets | (1,347) | (21,602) |
Acquisitions of businesses, including acquired working capital, net of cash acquired | 0 | 0 |
Proceeds from sales of assets | 17 | 0 |
Investments in unconsolidated entities | 0 | |
Distributions of capital from unconsolidated entities | 0 | 0 |
Payments on loan for natural gas liquids facility | 0 | |
Loan to affiliate | 0 | |
Net cash used in investing activities | (1,330) | (21,602) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 0 | 17,200 |
Payments on revolving credit facilities | 0 | (10,200) |
Payments on other long-term debt | (325) | (30) |
Debt issuance costs | 0 | |
Contributions from noncontrolling interest owners | 830 | 3,947 |
Distributions to noncontrolling interest owners | (1,355) | (9,057) |
Net changes in advances with consolidated entities | 6,157 | 15,911 |
Other | 0 | (70) |
Net cash provided by financing activities | 5,307 | 17,701 |
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (4,578) | 8,641 |
Net (decrease) increase in cash and cash equivalents | (601) | 4,740 |
Cash and cash equivalents, beginning of period | 1,643 | 2,431 |
Cash and cash equivalents, end of period | 1,042 | 7,171 |
Limited Partner | ||
FINANCING ACTIVITIES: | ||
Contributions from limited partners | $ 0 | |
General Partner | ||
FINANCING ACTIVITIES: | ||
Contributions from general partner | $ 0 |