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. Condensed Consolidating Balance Sheet (U.S. Dollars in Thousands) September 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 10,116 $ — $ 12,179 $ 1,132 $ — $ 23,427 Accounts receivable-trade, net of allowance for doubtful accounts — — 585,720 6,354 — 592,074 Accounts receivable-affiliates — — 3,540 — — 3,540 Inventories — — 519,795 545 — 520,340 Prepaid expenses and other current assets — — 109,969 949 — 110,918 Total current assets 10,116 — 1,231,203 8,980 — 1,250,299 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,653,011 102,405 — 1,755,416 GOODWILL — — 1,448,661 19,294 — 1,467,955 INTANGIBLE ASSETS, net of accumulated amortization — — 1,166,439 23,708 — 1,190,147 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 190,662 — — 190,662 NET INTERCOMPANY RECEIVABLES (PAYABLES) 1,290,616 — (1,279,908 ) (10,708 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,689,633 — 96,577 — (1,786,210 ) — LOAN RECEIVABLE-AFFILIATE — — 1,700 — — 1,700 OTHER NONCURRENT ASSETS — — 217,618 121 — 217,739 Total assets $ 2,990,365 $ — $ 4,725,963 $ 143,800 $ (1,786,210 ) $ 6,073,918 LIABILITIES, CONVERTIBLE PREFERRED UNITS AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 510,535 $ 1,569 $ — $ 512,104 Accounts payable-affiliates 1 — 6,054 189 — 6,244 Accrued expenses and other payables 16,232 — 164,918 3,484 — 184,634 Advance payments received from customers — — 87,094 731 — 87,825 Current maturities of long-term debt — — 7,252 794 — 8,046 Total current liabilities 16,233 — 775,853 6,767 — 798,853 LONG-TERM DEBT, net of debt issuance costs and current maturities 989,171 — 2,067,264 6,573 — 3,063,008 OTHER NONCURRENT LIABILITIES — — 193,213 4,788 — 198,001 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 58,742 — — — — 58,742 EQUITY: Partners’ equity 1,926,219 — 1,690,096 125,851 (1,815,305 ) 1,926,861 Accumulated other comprehensive loss — — (463 ) (179 ) — (642 ) Noncontrolling interests — — — — 29,095 29,095 Total equity 1,926,219 — 1,689,633 125,672 (1,786,210 ) 1,955,314 Total liabilities, convertible preferred units and equity $ 2,990,365 $ — $ 4,725,963 $ 143,800 $ (1,786,210 ) $ 6,073,918 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 Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Three Months Ended September 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 3,034,053 $ 12,118 $ (633 ) $ 3,045,538 COST OF SALES — — 2,928,036 1,327 (633 ) 2,928,730 OPERATING COSTS AND EXPENSES: Operating — — 68,750 4,505 — 73,255 General and administrative — — 27,686 240 — 27,926 Depreciation and amortization — — 47,740 2,863 — 50,603 Loss (gain) on disposal or impairment of assets, net — — 896 (44 ) — 852 Operating (Loss) Income — — (39,055 ) 3,227 — (35,828 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 53 — — 53 Interest expense (16,364 ) — (16,870 ) (291 ) 83 (33,442 ) Gain on early extinguishment of liabilities — — 938 — — 938 Other income, net — — 2,154 10 (83 ) 2,081 (Loss) Income Before Income Taxes (16,364 ) — (52,780 ) 2,946 — (66,198 ) INCOME TAX EXPENSE — — (460 ) — — (460 ) EQUITY IN NET (LOSS) INCOME OF CONSOLIDATED SUBSIDIARIES (50,235 ) — 3,005 — 47,230 — Net (Loss) Income (66,599 ) — (50,235 ) 2,946 47,230 (66,658 ) LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 59 59 LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (8,668 ) (8,668 ) LESS: NET LOSS ALLOCATED TO GENERAL PARTNER 45 45 NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDE RS $ (66,599 ) $ — $ (50,235 ) $ 2,946 $ 38,666 $ (75,222 ) Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) As Restated Three Months Ended September 30, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 3,153,370 $ 49,442 $ (9,617 ) $ 3,193,195 COST OF SALES — — 3,009,777 5,610 (9,561 ) 3,005,826 OPERATING COSTS AND EXPENSES: Operating — — 75,023 22,663 (56 ) 97,630 General and administrative — — 24,538 4,760 — 29,298 Depreciation and amortization — — 45,006 11,755 — 56,761 Loss (gain) on disposal or impairment of assets, net — — 1,294 (3 ) — 1,291 Revaluation of liabilities — — (15,909 ) — — (15,909 ) Operating Income — — 13,641 4,657 — 18,298 OTHER INCOME (EXPENSE): Equity in (loss) earnings of unconsolidated entities — — (23 ) 2,455 — 2,432 Interest expense (17,913 ) — (11,351 ) (2,381 ) 74 (31,571 ) Other income, net — — 1,916 113 (74 ) 1,955 (Loss) Income Before Income Taxes (17,913 ) — 4,183 4,844 — (8,886 ) INCOME TAX BENEFIT (EXPENSE) — — 2,793 (7 ) — 2,786 EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 8,316 — 1,340 — (9,656 ) — Net (Loss) Income (9,597 ) — 8,316 4,837 (9,656 ) (6,100 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (3,497 ) (3,497 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (16,185 ) (16,185 ) NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS $ (9,597 ) $ — $ 8,316 $ 4,837 $ (29,338 ) $ (25,782 ) Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Six Months Ended September 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 5,749,034 $ 19,469 $ (995 ) $ 5,767,508 COST OF SALES — — 5,493,864 2,301 (995 ) 5,495,170 OPERATING COSTS AND EXPENSES: Operating — — 139,631 8,796 — 148,427 General and administrative — — 69,312 485 — 69,797 Depreciation and amortization — — 94,049 5,460 — 99,509 Gain on disposal or impairment of assets, net — — (203,443 ) (24 ) — (203,467 ) Operating Income — — 155,621 2,451 — 158,072 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 447 — — 447 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (32,690 ) — (30,898 ) (453 ) 161 (63,880 ) Gain on early extinguishment of liabilities 8,614 — 22,276 — — 30,890 Other income, net — — 5,990 24 (161 ) 5,853 (Loss) Income Before Income Taxes (24,076 ) — 139,071 2,022 — 117,017 INCOME TAX EXPENSE — — (922 ) — — (922 ) EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES 134,397 — (3,752 ) — (130,645 ) — Net Income 110,321 — 134,397 2,022 (130,645 ) 116,095 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (5,774 ) (5,774 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (12,052 ) (12,052 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (158 ) (158 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 110,321 $ — $ 134,397 $ 2,022 $ (148,629 ) $ 98,111 Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) As Restated Six Months Ended September 30, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 6,650,251 $ 100,621 $ (19,208 ) $ 6,731,664 COST OF SALES — — 6,333,438 14,022 (19,083 ) 6,328,377 OPERATING COSTS AND EXPENSES: Operating — — 160,323 43,022 (125 ) 203,220 General and administrative — — 81,208 10,571 — 91,779 Depreciation and amortization — — 90,545 26,047 — 116,592 Loss (gain) on disposal or impairment of assets, net — — 1,715 (3 ) — 1,712 Revaluation of liabilities — — (27,104 ) — — (27,104 ) Operating Income — — 10,126 6,962 — 17,088 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 2,872 8,278 — 11,150 Interest expense (35,714 ) — (22,344 ) (4,463 ) 148 (62,373 ) Other income, net — — 691 237 (148 ) 780 (Loss) Income Before Income Taxes (35,714 ) — (8,655 ) 11,014 — (33,355 ) INCOME TAX BENEFIT (EXPENSE) — — 2,286 (38 ) — 2,248 EQUITY IN NET (LOSS) INCOME OF CONSOLIDATED SUBSIDIARIES (3,240 ) — 3,129 — 111 — Net (Loss) Income (38,954 ) — (3,240 ) 10,976 111 (31,107 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (7,847 ) (7,847 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (31,559 ) (31,559 ) NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS $ (38,954 ) $ — $ (3,240 ) $ 10,976 $ (39,295 ) $ (70,513 ) Condensed Consolidating Statements of Comprehensive Income (Loss) (U.S. Dollars in Thousands) Three Months Ended September 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (66,599 ) $ — $ (50,235 ) $ 2,946 $ 47,230 $ (66,658 ) Other comprehensive loss — — (333 ) — — (333 ) Comprehensive (loss) income $ (66,599 ) $ — $ (50,568 ) $ 2,946 $ 47,230 $ (66,991 ) As Restated Three Months Ended September 30, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (9,597 ) $ — $ 8,316 $ 4,837 $ (9,656 ) $ (6,100 ) Other comprehensive loss — — — (19 ) — (19 ) Comprehensive (loss) income $ (9,597 ) $ — $ 8,316 $ 4,818 $ (9,656 ) $ (6,119 ) Six Months Ended September 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 110,321 $ — $ 134,397 $ 2,022 $ (130,645 ) $ 116,095 Other comprehensive loss — — (475 ) (10 ) — (485 ) Comprehensive income $ 110,321 $ — $ 133,922 $ 2,012 $ (130,645 ) $ 115,610 As Restated Six Months Ended September 30, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (38,954 ) $ — $ (3,240 ) $ 10,976 $ 111 $ (31,107 ) Other comprehensive loss — — — (27 ) — (27 ) Comprehensive (loss) income $ (38,954 ) $ — $ (3,240 ) $ 10,949 $ 111 $ (31,134 ) Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Six Months Ended September 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash used in operating activities $ (31,541 ) $ — $ (12,751 ) $ (12,107 ) $ (56,399 ) INVESTING ACTIVITIES: Capital expenditures — — (158,333 ) (1,347 ) (159,680 ) Purchases of pipeline capacity allocations — — (41,953 ) — (41,953 ) Acquisitions of businesses, including acquired working capital, net of cash acquired — — (113,297 ) — (113,297 ) Cash flows from commodity derivatives — — (25,015 ) — (25,015 ) Proceeds from sales of assets — — 379 17 396 Proceeds from sale of TLP common units — — 112,370 — 112,370 Distributions of capital from unconsolidated entities — — 5,233 — 5,233 Payments on loan for natural gas liquids facility — — 4,324 — 4,324 Loan to affiliate — — (1,700 ) — (1,700 ) Payments on loan to affiliate — — 655 — 655 Payment to terminate development agreement — — (16,875 ) — (16,875 ) Net cash used in investing activities — — (234,212 ) (1,330 ) (235,542 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 770,000 — 770,000 Payments on revolving credit facilities — — (595,500 ) — (595,500 ) Repurchases of senior notes (15,129 ) — — — (15,129 ) Payments on other long-term debt — — (4,080 ) (343 ) (4,423 ) Debt issuance costs (255 ) — (65 ) — (320 ) Contributions from partners (442 ) — — — (442 ) Contributions from noncontrolling interest owners — — — 966 966 Distributions to partners (83,707 ) — — — (83,707 ) Distributions to noncontrolling interest owners — — — (2,750 ) (2,750 ) Proceeds from sale of convertible preferred units and warrants, net of offering costs 235,018 — — — 235,018 Proceeds from sale of common units, net of offering costs 9,383 — — — 9,383 Payments for the early extinguishment of liabilities — — (25,884 ) — (25,884 ) Net changes in advances with consolidated entities (128,960 ) — 113,907 15,053 — Other — — (20 ) — (20 ) Net cash provided by financing activities 15,908 — 258,358 12,926 287,192 Net (decrease) increase in cash and cash equivalents (15,633 ) — 11,395 (511 ) (4,749 ) Cash and cash equivalents, beginning of period 25,749 — 784 1,643 28,176 Cash and cash equivalents, end of period $ 10,116 $ — $ 12,179 $ 1,132 $ 23,427 Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Six Months Ended September 30, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (34,469 ) $ — $ 173,058 $ 35,506 $ 174,095 INVESTING ACTIVITIES: Capital expenditures — — (184,680 ) (37,596 ) (222,276 ) Acquisitions of businesses, including acquired working capital, net of cash acquired — — (150,546 ) — (150,546 ) Cash flows from commodity derivatives — — 43,032 — 43,032 Proceeds from sales of assets — — 3,565 2 3,567 Investments in unconsolidated entities — — (2,700 ) (4,226 ) (6,926 ) Distributions of capital from unconsolidated entities — — 5,652 2,555 8,207 Loan for natural gas liquids facility — — (3,913 ) — (3,913 ) Payments on loan for natural gas liquids facility — — 3,546 — 3,546 Loan to affiliate — — (15,621 ) — (15,621 ) Net cash used in investing activities — — (301,665 ) (39,265 ) (340,930 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 1,311,500 43,200 1,354,700 Payments on revolving credit facilities — — (963,000 ) (43,600 ) (1,006,600 ) Payments on other long-term debt — — (2,274 ) (70 ) (2,344 ) Debt issuance costs 49 — (180 ) (1,249 ) (1,380 ) Contributions from partners 45 — — — 45 Contributions from noncontrolling interest owners — — — 6,613 6,613 Distributions to partners (154,824 ) — — — (154,824 ) Distributions to noncontrolling interest owners — — — (17,780 ) (17,780 ) Taxes paid on behalf of equity incentive plan participants — — (19,083 ) — (19,083 ) Common unit repurchases (3,650 ) — — — (3,650 ) Net changes in advances with consolidated entities 186,776 — (203,533 ) 16,757 — Other — — (33 ) (79 ) (112 ) Net cash provided by financing activities 28,396 — 123,397 3,792 155,585 Net (decrease) increase in cash and cash equivalents (6,073 ) — (5,210 ) 33 (11,250 ) Cash and cash equivalents, beginning of period 29,115 — 9,757 2,431 41,303 Cash and cash equivalents, end of period $ 23,042 $ — $ 4,547 $ 2,464 $ 30,053 |