Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2016 | Feb. 06, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | NGL Energy Partners LP | |
Entity Central Index Key | 1,504,461 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 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 | 110,059,407 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 28,927 | $ 28,176 |
Accounts receivable-trade, net of allowance for doubtful accounts of $5,578 and $6,928, respectively | 765,290 | 521,014 |
Accounts receivable-affiliates | 20,008 | 15,625 |
Inventories | 613,993 | 367,806 |
Prepaid expenses and other current assets | 134,485 | 95,859 |
Total current assets | 1,562,703 | 1,028,480 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $348,136 and $266,491, respectively | 1,746,925 | 1,649,572 |
GOODWILL | 1,462,116 | 1,315,362 |
INTANGIBLE ASSETS, net of accumulated amortization of $388,517 and $316,878, respectively | 1,164,749 | 1,148,890 |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 187,514 | 219,550 |
LOAN RECEIVABLE-AFFILIATE | 2,700 | 22,262 |
OTHER NONCURRENT ASSETS | 251,369 | 176,039 |
Total assets | 6,378,076 | 5,560,155 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 650,886 | 420,306 |
Accounts payable-affiliates | 22,917 | 7,193 |
Accrued expenses and other payables | 196,033 | 214,426 |
Advance payments received from customers | 63,509 | 56,185 |
Current maturities of long-term debt | 33,501 | 7,907 |
Total current liabilities | 966,846 | 706,017 |
LONG-TERM DEBT, net of debt issuance costs of $24,574 and $15,500, respectively, and current maturities | 3,216,505 | 2,912,837 |
OTHER NONCURRENT LIABILITIES | 186,280 | 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 | 61,170 | 0 |
EQUITY: | ||
General partner, representing a 0.1% interest, 109,201 and 104,274 notional units, respectively | (50,785) | (50,811) |
Limited partners, representing a 99.9% interest, 109,091,710 and 104,169,573 common units issued and outstanding, respectively | 1,969,113 | 1,707,326 |
Accumulated other comprehensive loss | (97) | (157) |
Noncontrolling interests | 29,044 | 37,707 |
Total equity | 1,947,275 | 1,694,065 |
Total liabilities and equity | $ 6,378,076 | $ 5,560,155 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Mar. 31, 2016 | |
Accounts receivable - trade, allowance for doubtful accounts | $ 5,578 | $ 6,928 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | 348,136 | 266,491 |
INTANGIBLE ASSETS, accumulated amortization | 388,517 | 316,878 |
LONG-TERM DEBT, debt issuance costs | $ 24,574 | $ 15,500 |
General partner interest | 0.10% | 0.10% |
General partner, notional units outstanding (in units) | 109,201 | 104,274 |
Limited partners interest | 99.90% | 99.90% |
Limited partners, common units issued (in units) | 109,091,710 | 104,169,573 |
Limited partners, common units outstanding (in units) | 109,091,710 | 104,169,573 |
Class A Convertible Preferred Units | ||
Convertible preferred units dividend rate | 10.75% | 10.75% |
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 | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES: | ||||
Crude Oil Logistics | $ 385,906 | $ 519,425 | $ 1,161,742 | $ 2,854,787 |
Water Solutions | 40,359 | 45,438 | 115,845 | 147,225 |
Liquids | 470,275 | 353,527 | 909,584 | 861,504 |
Retail Propane | 128,654 | 100,145 | 240,131 | 217,798 |
Refined Products and Renewables | 2,381,283 | 1,666,471 | 6,746,168 | 5,335,356 |
Other | 164 | 0 | 679 | 0 |
Total Revenues | 3,406,641 | 2,685,006 | 9,174,149 | 9,416,670 |
COST OF SALES: | ||||
Crude Oil Logistics | 361,839 | 495,529 | 1,107,587 | 2,770,240 |
Water Solutions | 477 | (3,128) | 3,871 | (8,088) |
Liquids | 430,946 | 300,766 | 831,221 | 754,157 |
Retail Propane | 60,508 | 45,974 | 106,019 | 96,417 |
Refined Products and Renewables | 2,374,175 | 1,594,359 | 6,674,194 | 5,149,151 |
Other | 77 | 0 | 300 | 0 |
Total Cost of Sales | 3,228,022 | 2,433,500 | 8,723,192 | 8,761,877 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 76,981 | 104,721 | 225,408 | 307,941 |
General and administrative | 18,280 | 23,035 | 88,077 | 114,814 |
Depreciation and amortization | 60,767 | 59,180 | 160,276 | 175,772 |
Loss (gain) on disposal or impairment of assets, net | 34 | 1,328 | (203,433) | 3,040 |
Revaluation of liabilities | 0 | (19,312) | 0 | (46,416) |
Operating Income | 22,557 | 82,554 | 180,629 | 99,642 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 1,279 | 2,858 | 1,726 | 14,008 |
Revaluation of investments | 0 | 0 | (14,365) | 0 |
Interest expense | (41,436) | (36,176) | (105,316) | (98,549) |
Gain on early extinguishment of liabilities | 0 | 0 | 30,890 | 0 |
Other income, net | 20,007 | 2,161 | 25,860 | 2,941 |
Income Before Income Taxes | 2,407 | 51,397 | 119,424 | 18,042 |
INCOME TAX (EXPENSE) BENEFIT | (1,114) | (402) | (2,036) | 1,846 |
Net Income | 1,293 | 50,995 | 117,388 | 19,888 |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (317) | (6,838) | (6,091) | (14,685) |
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 976 | 44,157 | 111,297 | 5,203 |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (8,906) | 0 | (20,958) | 0 |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (22) | (16,239) | (180) | (47,798) |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | $ (7,952) | $ 27,918 | $ 90,159 | $ (42,595) |
BASIC (LOSS) INCOME PER COMMON UNIT (in dollars per unit) | $ (0.07) | $ 0.27 | $ 0.85 | $ (0.41) |
DILUTED (LOSS) INCOME PER COMMON UNIT (in dollars per unit) | $ (0.07) | $ 0.22 | $ 0.82 | $ (0.41) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 107,966,901 | 105,338,200 | 106,114,668 | 104,808,649 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 107,966,901 | 106,194,547 | 109,554,928 | 104,808,649 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 1,293 | $ 50,995 | $ 117,388 | $ 19,888 |
Other comprehensive income (loss) | 545 | (12) | 60 | (39) |
Comprehensive income | $ 1,838 | $ 50,983 | $ 117,448 | $ 19,849 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statement of Changes in Equity - 9 months ended Dec. 31, 2016 - USD ($) $ in Thousands | Total | Class A Convertible Preferred Units | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests | General Partner | Limited Partner | Limited PartnerClass A Convertible Preferred Units | Limited PartnerCommon units | Retail Propane Business2017 Acquisitions [Member]Limited Partner |
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 to partners | (132,135) | (213) | (131,922) | ||||||
Distributions to noncontrolling interest owners | (3,292) | (3,292) | |||||||
Contributions | 698 | 1,140 | 59 | (501) | |||||
Business combinations (in units) | 218,617 | ||||||||
Business combinations | 3,947 | $ 3,947 | |||||||
Purchase of noncontrolling interest (Notes 4 and 15) | (12,817) | (12,602) | (215) | ||||||
Equity issued pursuant to incentive compensation plan (in units) | 2,350,082 | ||||||||
Equity issued pursuant to incentive compensation plan | $ 61,646 | 0 | 61,646 | ||||||
Common units issued, net of offering costs (in units) | 2,353,438 | 2,353,438 | |||||||
Common units issued, net of offering costs | $ 43,896 | 100 | 43,896 | ||||||
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 | $ (6,265) | $ (6,265) | |||||||
Net income | 117,388 | 6,091 | 180 | 111,117 | |||||
Other comprehensive income | 60 | 60 | |||||||
Ending Balance (in units) at Dec. 31, 2016 | 109,091,710 | ||||||||
Ending Balance at Dec. 31, 2016 | $ 1,947,275 | $ (97) | $ 29,044 | $ (50,785) | $ 1,969,113 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net income | $ 117,388 | $ 19,888 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization, including amortization of debt issuance costs | 173,566 | 191,081 |
Gain on early extinguishment or revaluation of liabilities | (30,890) | (46,416) |
Gain on termination of contract | (16,205) | 0 |
Non-cash equity-based compensation expense | 39,859 | 50,080 |
(Gain) loss on disposal or impairment of assets, net | (203,433) | 3,040 |
Provision for doubtful accounts | 471 | 3,770 |
Net adjustments to fair value of commodity derivatives | 102,638 | (97,069) |
Equity in earnings of unconsolidated entities | (1,726) | (14,008) |
Distributions of earnings from unconsolidated entities | 2,094 | 15,742 |
Revaluation of investments | 14,365 | 0 |
Other | (3,269) | (4,395) |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable-trade and affiliates | (245,065) | 454,686 |
Inventories | (244,941) | 29,236 |
Other current and noncurrent assets | (65,331) | 19,806 |
Accounts payable-trade and affiliates | 245,506 | (337,334) |
Other current and noncurrent liabilities | (2,692) | 5,027 |
Net cash (used in) provided by operating activities | (117,665) | 293,134 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (264,580) | (497,147) |
Acquisitions, net of cash acquired | (127,513) | (187,356) |
Cash flows from settlements of commodity derivatives | (82,815) | 92,216 |
Proceeds from sales of assets | 14,195 | 4,981 |
Proceeds from sale of TLP common units | 112,370 | 0 |
Proceeds from sale of freshwater supply company | 22,000 | 0 |
Investments in unconsolidated entities | 0 | (8,373) |
Distributions of capital from unconsolidated entities | 7,608 | 14,043 |
Loan for natural gas liquids facility | 0 | (3,913) |
Payments on loan for natural gas liquids facility | 6,585 | 5,552 |
Loan to affiliate | (2,700) | (15,621) |
Payments on loan to affiliate | 655 | 517 |
Payment to terminate development agreement | (16,875) | 0 |
Net cash used in investing activities | (331,070) | (595,101) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 1,176,000 | 2,042,100 |
Payments on revolving credit facilities | (1,510,500) | (1,514,100) |
Issuance of senior notes | 700,000 | 0 |
Repurchases of senior notes | (15,129) | 0 |
Proceeds from borrowings under other long-term debt | 0 | 53,223 |
Payments on other long-term debt | (6,549) | (3,649) |
Debt issuance costs | (12,608) | (9,684) |
Contributions from general partner | 59 | 54 |
Contributions from noncontrolling interest owners, net | 639 | 10,037 |
Distributions to partners | (132,135) | (238,414) |
Distributions to noncontrolling interest owners | (3,292) | (26,638) |
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 234,989 | 0 |
Proceeds from sale of common units, net of offering costs | 43,896 | 0 |
Payments for the early extinguishment of liabilities | (25,884) | 0 |
Taxes paid on behalf of equity incentive plan participants | 0 | (19,303) |
Common unit repurchases | 0 | (7,707) |
Other | 0 | (76) |
Net cash provided by financing activities | 449,486 | 285,843 |
Net increase (decrease) in cash and cash equivalents | 751 | (16,124) |
Cash and cash equivalents, beginning of period | 28,176 | 41,303 |
Cash and cash equivalents, end of period | 28,927 | 25,179 |
Supplemental cash flow information: | ||
Cash interest paid | 89,102 | 90,217 |
Income taxes paid (net of income tax refunds) | 1,985 | 1,778 |
Supplemental non-cash investing and financing activities: | ||
Value of common units issued in business combinations | 3,947 | 19,098 |
Accrued capital expenditures | $ 2,754 | $ 9,139 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Dec. 31, 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 December 31, 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, 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, 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 recovered hydrocarbons that result from performing these services. • Our Liquids segment supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada using its leased underground storage and fleet of leased railcars, markets regionally through its 18 owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility in Utah. • Our Retail Propane segment sells propane, distillates, and equipment and supplies to end users consisting of residential, agricultural, commercial, and industrial customers and to certain resellers in 28 states and the District of Columbia. • Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations, purchases refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedules 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 ). As TLP was previously a consolidated entity, our unaudited condensed consolidated statements of operations for the three months and nine months ended December 31, 2015 included 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 ). |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Dec. 31, 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. 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, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our unaudited condensed 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 (“SEC”). 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 was 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 quarters of the fiscal year ended March 31, 2016, so those quarters have been restated for the effects of the error correction. We have restated our previously issued unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of comprehensive income (loss) for the three months and nine months ended December 31, 2015 and unaudited condensed consolidated statement of cash flows for the nine months ended December 31, 2015 . See Note 17 in our Annual Report for a summary of the impact of the error correction for the three months and nine months ended December 31, 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 unaudited condensed consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in business combinations, the collectibility 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. 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 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 inputs (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 unaudited 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 unaudited 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 unaudited 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 December 31, 2016 and 2015 include $1.2 million and $1.5 million , respectively, and revenues during the nine months ended December 31, 2016 and 2015 include $3.7 million and $4.4 million , respectively, associated with the amortization of a liability recorded in the acquisition accounting for an acquired business related to certain out-of-market revenue contracts. Inventories We value our inventories at the lower of cost or market, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage. Market is determined based on estimated replacement cost using prices at the end of the reporting period. In performing this analysis, we consider fixed-price forward commitments and the opportunity to transfer propane inventory from our wholesale Liquids business to our Retail Propane business to sell the inventory in retail markets. Inventories consist of the following at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Crude oil $ 95,011 $ 84,030 Natural gas liquids: Propane 86,909 28,639 Butane 22,452 8,461 Other 4,724 6,011 Refined products: Gasoline 164,570 80,569 Diesel 177,039 99,398 Renewables 53,563 52,458 Other 9,725 8,240 Total $ 613,993 $ 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 unaudited condensed consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our unaudited 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. We use the cumulative earnings approach to classify distributions received from unconsolidated entities as either operating activities or investing activities in our unaudited condensed consolidated statements of cash flows. 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 nine months ended December 31, 2016 . Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Date Acquired December 31, 2016 March 31, 2016 (in thousands) Glass Mountain (1) Crude Oil Logistics 50% December 2013 $ 172,065 $ 179,594 Ethanol production facility Refined Products and Renewables 19% December 2013 12,921 12,570 Water treatment and disposal facility Water Solutions 50% August 2015 2,159 2,238 Retail propane company Retail Propane 50% April 2015 369 972 TLP (2) Refined Products and Renewables 0% July 2014 — 8,301 Freshwater supply company (3) Water Solutions 100% June 2014 — 15,875 Total $ 187,514 $ 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 $73.1 million at December 31, 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 freshwater supply company , and as a result, the freshwater supply company was consolidated in our unaudited condensed consolidated financial statements (see Note 4 ). On November 29, 2016, we sold this freshwater supply company. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Loan receivable (1) $ 42,410 $ 49,827 Tank bottoms (2) 42,044 42,044 Line fill (3) 43,015 35,060 Other 123,900 49,108 Total $ 251,369 $ 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 December 31, 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 December 31, 2016 and March 31, 2016 , line fill consisted of 582,807 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: December 31, 2016 March 31, 2016 (in thousands) Accrued compensation and benefits $ 16,539 $ 40,517 Excise and other tax liabilities 55,451 59,455 Derivative liabilities 40,813 28,612 Accrued interest 27,767 20,543 Product exchange liabilities 9,355 5,843 Deferred gain on sale of general partner interest in TLP 30,113 30,113 Other 15,995 29,343 Total $ 196,033 $ 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 and nine months ended December 31, 2016 , we recognized $7.5 million and $22.6 million , respectively, of the deferred gain in our unaudited condensed consolidated statements of operations. Within our unaudited 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, $146.8 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 unaudited 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 discussed 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 discussed in Note 4 , we made certain adjustments during the three months ended December 31, 2016 to our estimates of the acquisition date fair values of assets acquired and liabilities assumed in business combinations that occurred during the fiscal 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 was effective for the Partnership beginning April 1, 2016, and required 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 June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses.” The ASU requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The ASU is effective for the Partnership beginning April 1, 2020, and requires a modified retrospective method of adoption, although early adoption is permitted. We are in the process of assessing the impact of this ASU on our consolidated financial statements. 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 methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU on our consolidated financial statements. |
Income (Loss) Per Common Unit
Income (Loss) Per Common Unit | 9 Months Ended |
Dec. 31, 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 As Restated Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands, except unit and per unit amounts) Net income $ 1,293 $ 50,995 $ 117,388 $ 19,888 Less: Net income attributable to noncontrolling interests (317 ) (6,838 ) (6,091 ) (14,685 ) Net income attributable to NGL Energy Partners LP 976 44,157 111,297 5,203 Less: Distributions to preferred unitholders (8,906 ) — (20,958 ) — Less: Net income allocated to general partner (1) (22 ) (16,239 ) (180 ) (47,798 ) Net (loss) income allocated to common unitholders (basic) (7,952 ) 27,918 90,159 (42,595 ) Effect of dilutive securities — (3,967 ) — — Net (loss) income allocated to common unitholders (diluted) $ (7,952 ) $ 23,951 $ 90,159 $ (42,595 ) Basic (loss) income per common unit $ (0.07 ) $ 0.27 $ 0.85 $ (0.41 ) Diluted (loss) income per common unit $ (0.07 ) $ 0.22 $ 0.82 $ (0.41 ) Basic weighted average common units outstanding (2) 107,966,901 105,338,200 106,114,668 104,808,649 Diluted weighted average common units outstanding (2) 107,966,901 106,194,547 109,554,928 104,808,649 (1) Net income allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights, which are discussed in Note 11 . (2) The basic and diluted weighted average common units outstanding for the three months and nine months ended December 31, 2015 were not restated. The following table presents our calculation of basic and diluted units outstanding for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 Weighted average units outstanding during the period: Common units - Basic 107,966,901 105,338,200 106,114,668 104,808,649 Effect of Dilutive Securities: Performance units — — 111,826 — Warrants — — 3,328,434 — Restricted units — 856,347 — — Common units - Diluted 107,966,901 106,194,547 109,554,928 104,808,649 For the nine months ended December 31, 2016 , the convertible preferred units were considered antidilutive. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The following summarizes our acquisitions made during the nine months ended December 31, 2016 . Water Solutions Facilities During the nine months ended December 31, 2016 , we acquired three water solutions facilities and paid $26.9 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 one of these facilities. 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 assumed a land lease with a royalty component as part of the acquisition of one of the facilities. The acquisition method of accounting requires that executory contracts with unfavorable terms relative to market conditions at the acquisition date be recorded as assets or liabilities in the acquisition accounting. We recorded a liability to other noncurrent liabilities of $2.8 million related to this lease due to the royalty terms being deemed unfavorable. We will amortize this liability based on the volumes processed by the facility . We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed for these water solutions facilities, and as a result, the estimates of fair value at December 31, 2016 are subject to change. The following table summarizes the preliminary estimates of the fair values of the assets acquired and liabilities assumed (in thousands): Property, plant and equipment $ 15,636 Goodwill 12,918 Intangible assets 3,878 Current liabilities (314 ) Other noncurrent liabilities (5,222 ) Fair value of net assets acquired $ 26,896 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. Acquisition of Remaining Interest in Water Solutions Facilities On September 15, 2016, we acquired the remaining 25% ownership interest in three water solutions facilities and paid $10.0 million of cash. The acquisition of the remaining interest was accounted for as an equity transaction, no gain or loss was recorded and the carrying value of the noncontrolling interest was adjusted to reflect the change in ownership interest of the subsidiary. As of the date of the transaction, the 25% interest had a carrying value of $7.4 million . 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 continue to retain our controlling financial interest), the acquisition of the additional interest was accounted for as an equity transaction, no gain or loss was recorded and the carrying value of the noncontrolling interest was 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 . Freshwater Supply Company On June 3, 2016, we acquired the remaining 65% ownership interest in a freshwater 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 our previously held 35% ownership interest of this freshwater supply company using the equity method of accounting (see Note 2 ). As we owned 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 unaudited condensed consolidated statement of operations. As the amount paid (cash plus the fair value of our previously held 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 unaudited condensed consolidated statement of operations. The following table summarizes the fair values of the assets acquired and liabilities assumed (in thousands): Current assets $ 1,713 Property, plant and equipment 8,874 Intangible asset 14,472 Current liabilities (2,765 ) Notes payable-intercompany (19,900 ) Fair value of net assets acquired $ 2,394 On November 29, 2016, we sold this freshwater supply company. We received proceeds of $22.0 million and recorded a loss on the sale of $2.3 million during the three months ended December 31, 2016 . Retail Propane Businesses During the nine months ended December 31, 2016 , we acquired four retail propane businesses and paid $81.0 million of cash and issued 218,617 common units, valued at $4.0 million . The agreements for these acquisitions contemplate post-closing payments for certain working capital items. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in these business combinations, and as a result, the estimates of fair value at December 31, 2016 are subject to change. The following table summarizes the preliminary estimates of the fair values of the assets acquired and liabilities assumed (in thousands): Current assets $ 4,467 Property, plant and equipment 35,219 Goodwill 10,286 Intangible assets 43,860 Current liabilities (6,621 ) Other noncurrent liabilities (2,207 ) Fair value of net assets acquired $ 85,004 Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill represents a premium paid to acquire the skilled workforce of each of the businesses acquired and the ability to expand into new markets. We estimate that all of the goodwill will be deductible for federal income tax purposes. The following summarizes certain adjustments made during the nine months ended December 31, 2016 , to the preliminary purchase price allocation of acquisitions made prior to April 1, 2016. Water Pipeline Company During the nine months ended December 31, 2016 , we finalized the purchase price accounting for the 57.125% interest acquired in a water pipeline company on January 7, 2016. During the nine months ended December 31, 2016 , 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 a finite-lived asset, which is consistent with our historical accounting policies, and we recorded an adjustment of $0.3 million to other noncurrent liabilities and goodwill to recognize an asset retirement obligation. In addition, we paid $1.0 million in cash to the seller during the nine months ended December 31, 2016 for consideration that was held back at the acquisition date, which we recorded as a liability to accrued expenses and other payables. 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 acquired under the development agreement during the fiscal year ended March 31, 2016 . During the nine months ended December 31, 2016 , we received additional information and recorded an adjustment of $1.4 million to property, plant and equipment and goodwill to recognize the fair value of additional assets that we acquired. In addition, we paid $1.0 million in cash to the seller during the three months ended June 30, 2016 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 nine months ended December 31, 2016 , we finalized the purchase price accounting for five retail propane businesses we acquired during the fiscal year ended March 31, 2016 and paid $0.5 million in cash to sellers during the nine months ended December 31, 2016 for consideration that was held back at the acquisition date, which we recorded as a liability to accrued expenses and other payables. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Dec. 31, 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 December 31, 2016 March 31, 2016 (in thousands) Natural gas liquids terminal and storage assets 2–30 years $ 171,186 $ 169,758 Pipeline and related facilities 30–40 years 220,207 — Refined products terminal assets and equipment 20 years 6,736 6,844 Retail propane equipment 2–30 years 233,643 201,312 Vehicles and railcars 3–25 years 196,798 185,547 Water treatment facilities and equipment 3–30 years 550,928 508,239 Crude oil tanks and related equipment 2–40 years 182,872 137,894 Barges and towboats 5–40 years 89,084 86,731 Information technology equipment 3–7 years 41,298 38,653 Buildings and leasehold improvements 3–40 years 150,966 118,885 Land 49,276 47,114 Tank bottoms 12,093 20,355 Other 3–30 years 47,051 11,699 Construction in progress 142,923 383,032 2,095,061 1,916,063 Accumulated depreciation (348,136 ) (266,491 ) Net property, plant and equipment $ 1,746,925 $ 1,649,572 The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Depreciation expense $ 32,039 $ 35,443 $ 88,396 $ 105,707 Capitalized interest expense $ 1,429 $ 761 $ 6,233 $ 1,451 Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. The following table summarizes the tank bottoms included in the table above at the dates indicated: December 31, 2016 March 31, 2016 Product Volume Value Volume Value Crude oil 132 $ 11,108 231 $ 19,348 Other 27 985 24 1,007 Total $ 12,093 $ 20,355 Loss on Disposal of Assets During the three months and nine months ended December 31, 2016 , we recorded losses of $5.2 million and $16.0 million , respectively, due primarily to the sales and write-down of certain assets in our Crude Oil Logistics, Water Solutions and Refined Products and Renewables segments. During the three months and nine months ended December 31, 2015 , we recorded losses of $0.2 million and $1.9 million , respectively, due primarily to the sales of certain assets in our Crude Oil Logistics and Water Solutions segments. These losses are reported within loss (gain) on disposal or impairment of assets, net in our unaudited condensed consolidated statements of operations. |
Goodwill
Goodwill | 9 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes changes in goodwill by segment during the nine months ended December 31, 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) — (1,110 ) — (2 ) — (1,112 ) Acquisitions (Note 4) — 12,918 — 10,286 — 23,204 Adjustment to initial impairment estimate — 124,662 — — — 124,662 Balances at December 31, 2016 $ 579,846 $ 427,385 $ 266,046 $ 137,712 $ 51,127 $ 1,462,116 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. The reversal was due primarily to the change in the fair value of our customer relationship intangible assets. With the assistance of the third party valuation firm, inputs such as revenue growth rates and attrition rates related to existing customers were refined and resulted in a lower fair value allocated to customer relationships than in our preliminary calculation. We recorded the reversal within loss (gain) on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: December 31, 2016 March 31, 2016 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3–20 years $ 889,496 $ 294,652 $ 594,844 $ 852,118 $ 233,838 $ 618,280 Customer commitments 10 years 310,000 5,167 304,833 — — — Pipeline capacity rights 30 years 161,786 10,304 151,482 119,636 6,559 113,077 Rights-of-way and easements 1–40 years 61,888 1,295 60,593 — — — Water facility development agreement 5 years — — — 14,000 7,700 6,300 Executory contracts and other agreements 5–30 years 22,713 20,114 2,599 23,920 21,075 2,845 Non-compete agreements 2–32 years 32,784 16,395 16,389 20,903 13,564 7,339 Trade names 1–10 years 15,439 13,305 2,134 15,439 12,034 3,405 Debt issuance costs (1) 3 years 39,980 27,285 12,695 39,942 22,108 17,834 Total amortizable 1,534,086 388,517 1,145,569 1,085,958 316,878 769,080 Non-amortizable: Customer commitments (2) — — — 310,000 — 310,000 Rights-of-way and easements (2) — — — 47,190 — 47,190 Trade names 19,180 — 19,180 22,620 — 22,620 Total non-amortizable 19,180 — 19,180 379,810 — 379,810 Total $ 1,553,266 $ 388,517 $ 1,164,749 $ 1,465,768 $ 316,878 $ 1,148,890 (1) Includes debt issuance costs related to the Revolving Credit Facility (as defined herein). Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. (2) Amounts moved to the amortizable section above due to the related assets being placed in service during the three months ended December 31, 2016. The weighted-average remaining amortization period for intangible assets is approximately 9.1 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 ). These losses are reported within loss (gain) on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations. Amortization expense is as follows for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, Recorded In 2016 2015 2016 2015 (in thousands) Depreciation and amortization $ 28,728 $ 23,737 $ 71,880 $ 70,065 Cost of sales 1,753 1,701 5,098 5,102 Interest expense 1,721 4,834 5,177 7,788 Total $ 32,202 $ 30,272 $ 82,155 $ 82,955 Expected amortization of intangible assets is as follows (in thousands): Year Ending March 31, 2017 (three months) $ 33,822 2018 132,843 2019 123,129 2020 115,343 2021 102,541 Thereafter 637,891 Total $ 1,145,569 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: December 31, 2016 March 31, 2016 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ 638,000 $ — $ 638,000 $ 1,229,500 $ — $ 1,229,500 Working capital borrowings 875,500 — 875,500 618,500 — 618,500 5.125% Notes due 2019 383,467 (3,595 ) 379,872 388,467 (4,681 ) 383,786 6.875% Notes due 2021 369,063 (6,186 ) 362,877 388,289 (7,545 ) 380,744 6.650% Notes due 2022 250,000 (2,929 ) 247,071 250,000 (3,166 ) 246,834 7.500% Notes due 2023 700,000 (11,750 ) 688,250 — — — Other long-term debt 58,550 (114 ) 58,436 61,488 (108 ) 61,380 3,274,580 (24,574 ) 3,250,006 2,936,244 (15,500 ) 2,920,744 Less: Current maturities 33,501 — 33,501 7,907 — 7,907 Long-term debt $ 3,241,079 $ (24,574 ) $ 3,216,505 $ 2,928,337 $ (15,500 ) $ 2,912,837 (1) Debt issuance costs related to the Revolving Credit Facility (as defined herein) 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 long-term debt in the table above was $1.2 million and $0.8 million during the three months ended December 31, 2016 and 2015 , respectively, and $3.0 million and $2.4 million during the nine months ended December 31, 2016 and 2015 , respectively. Expected amortization of debt issuance costs is as follows (in thousands): Year Ending March 31, 2017 (three months) $ 1,304 2018 5,077 2019 4,937 2020 3,953 2021 3,539 Thereafter 5,764 Total $ 24,574 Credit Agreement We have entered into a credit agreement (as amended, the “Credit Agreement”) with a syndicate of banks. The Credit Agreement includes a revolving credit facility to fund working capital needs (the “Working Capital Facility”) and a revolving credit facility to fund acquisitions and expansion projects (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). At December 31, 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 December 31, 2016 . At that date, we had outstanding borrowings of $638.0 million on the Expansion Capital Facility. The Working Capital Facility had a total capacity of $1.038 billion for cash borrowings and letters of credit at December 31, 2016 . At that date, we had outstanding borrowings of $875.5 million and outstanding letters of credit o f $79.6 million on the Working Capital Facility. Amounts outstanding for letters of credit are not recorded as long-term debt on our unaudited 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 1.75% per year or (ii) an adjusted LIBOR rate plus a margin of 1.50% to 2.75% per year. The applicable margin is determined based on our consolidated leverage ratio (as defined in the Credit Agreement). At December 31, 2016 , the borrowings under the Credit Agreement had a weighted average interest rate of 3.39% , calculated as the weighted LIBOR rate of 0.74% plus a margin of 2.50% for LIBOR borrowings and the prime rate of 3.75% plus a margin of 1.50% on alternate base rate borrowings. At December 31, 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 Revolving Credit Facility is secured by substantially all of our assets. The Credit Agreement also specifies that our leverage ratio cannot be more than 4.75 to 1 and that our interest coverage ratio cannot be less than 2.75 to 1 at any quarter end. At December 31, 2016 , our leverage ratio was approximately 4.50 to 1 and our interest coverage ratio was approximately 3.94 to 1 . At December 31, 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 December 31, 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 December 31, 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 “2022 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. On September 30, 2016, we amended our Note Purchase Agreement which, among other things, changes the maximum allowable leverage ratio to match the maximum allowable leverage ratio and the calculation of such ratio under our Credit Agreement. Additionally, the amendment provides for an increase in interest charged should our leverage ratio exceed certain predetermined levels. The 2022 Notes are secured by substantially all of our assets and rank equal in priority with borrowings under the Credit Agreement. At December 31, 2016 , we were in compliance with the covenants under the 2022 Note Purchase Agreement. 2023 Notes On October 24, 2016, we entered into a Note Purchase Agreement (as amended, the “2023 Note Purchase Agreement”) whereby we issued $700.0 million of Senior Unsecured Notes (the “2023 Notes”) in a private placement. The 2023 Notes bear interest at 7.50% , which is payable on May 1 and November 1 of each year, beginning on May 1, 2017. We received net proceeds of $687.9 million , after the initial purchasers’ discount of $10.5 million and offering costs of $1.6 million . We used the net proceeds to reduce the outstanding balance on our Revolving Credit Facility. The 2023 Notes mature on November 1, 2023. The Partnership and NGL Energy Finance Corp. are co-issuers of the 2023 Notes, and the obligations under the 2023 Notes are fully and unconditionally guaranteed by certain of our existing and future restricted subsidiaries that incur or guarantee indebtedness under certain of our other indebtedness, including the Revolving Credit Facility. The indenture governing the 2023 Notes contains various customary covenants, including, (i) pay distributions on, purchase or redeem our common equity or purchase or redeem our subordinated debt, (ii) incur or guarantee additional indebtedness or issue preferred units, (iii) create or incur certain liens, (iv) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us, (v) consolidate, merge or transfer all or substantially all of our assets, and (vi) engage in transactions with affiliates. Our obligations under the indenture may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) experiencing an event of default on certain other debt agreements, or (iii) certain events of bankruptcy or insolvency. We have the option to redeem all or a portion of the 2023 Notes at any time on or after November 1, 2019 at 100% of the principal amount of the 2023 Notes redeemed plus accrued and unpaid interest. Prior to November 1, 2019, the Partnership may redeem all or a portion of the 2023 Notes at a price equal to the “make whole price” specified in the indenture, plus accrued and unpaid interest. In connection with the closing of the offering of the 2023 Notes, the Partnership entered into a registration rights agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Partnership agreed to file a registration statement with the SEC so that holders can exchange the 2023 Notes for registered notes that have substantially identical terms as the 2023 Notes and evidence the same indebtedness as the 2023 Notes. In addition, the subsidiary guarantors agreed to exchange the guarantee related to the 2023 Notes for a registered guarantee having substantially the same terms as the original guarantees. The Partnership is obligated use their commercially reasonable efforts to file an exchange offer registration statement with respect to the exchange notes and the exchange guarantees and cause such exchange offer registration statement to become effective on or prior to 365 days after the closing of this offering. If the Partnership fails to satisfy these obligations, it will be required to pay to the holders of the 2023 Notes liquidated damages in an amount equal to 0.25% per annum on the principal amount of the 2023 Notes held by such holder during the 90-day period immediately following the occurrence of such registration default, and such amount shall increase by 0.25% per annum at the end of such 90-day period. At December 31, 2016 , we were in compliance with the covenants under the 2023 Note Purchase Agreement. Other Long-Term Debt We have certain notes payable related to equipment financing. We have also executed various non-interest bearing notes payable, primarily related to non-compete agreements entered into in connection with acquisitions of businesses. These instruments have a combined principal balance of $58.6 million at December 31, 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 December 31, 2016 : Year Ending March 31, Revolving 2019 2021 2022 2023 Other Total (in thousands) 2017 (three months) $ — $ — $ — $ — $ — $ 1,437 $ 1,437 2018 — — — 25,000 — 8,234 33,234 2019 1,513,500 — — 50,000 — 7,106 1,570,606 2020 — 383,467 — 50,000 — 6,594 440,061 2021 — — — 50,000 — 34,902 84,902 Thereafter — — 369,063 75,000 700,000 277 1,144,340 Total $ 1,513,500 $ 383,467 $ 369,063 $ 250,000 $ 700,000 $ 58,550 $ 3,274,580 |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 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 2013 to 2016 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 unaudited condensed consolidated financial statements at December 31, 2016 or March 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 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 unaudited condensed consolidated balance sheet at December 31, 2016 includes a liability, measured on an undiscounted basis, of $2.4 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. As previously disclosed, the U.S. Environmental Protection Agency (“EPA”) had informed NGL Crude Logistics, LLC, formerly known as Gavilon, LLC (hereafter referred to as “Gavilon”) of alleged violations in 2011 by Gavilon of the Clean Air Act’s renewable fuel standards regulations (prior to its acquisition by NGL in December 2013). On October 4, 2016, the U.S. Department of Justice, acting at the request of the EPA, filed a civil complaint in the Northern District of Iowa against Gavilon and one of its then suppliers, Western Dubuque Biodiesel LLC (“Western Dubuque”). Consistent with the earlier allegations by the EPA, the civil complaint related to transactions between Gavilon and Western Dubuque and the generation of biodiesel renewable identification numbers (“RINs”) sold by Western Dubuque to Gavilon in 2011. On December 19, 2016, we filed a motion to dismiss the complaint. On January 9, 2017, the EPA filed an amended complaint. The amended complaint seeks an order declaring Western Dubuque’s RINs invalid, an order requiring the defendants to retire an equivalent number of valid RINs, and that the defendants pay statutory civil penalties. On January 23, 2017, we filed a motion to dismiss the amended complaint. Consistent with our position against the previous EPA allegations, and the original complaint, we deny the allegations in this amended civil complaint and intend to continue vigorously defending ourselves in the civil action. However, at this time NGL is unable to determine the outcome of this action or its significance to us. 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 summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands): Balance at March 31, 2016 $ 5,574 Liabilities incurred 713 Liabilities assumed in acquisitions 406 Liabilities settled (19 ) Accretion expense 351 Balance at December 31, 2016 $ 7,025 In addition to the obligations discussed above, we may be obligated to remove facilities or perform other remediation upon retirement of certain other assets. However, the fair value of the asset retirement obligation cannot currently be reasonably estimated because the settlement dates are indeterminable. We will record an asset retirement obligation for these assets in the periods in which settlement dates are reasonably determinable. Operating Leases We have executed various noncancelable operating lease agreements for product storage, office space, vehicles, real estate, railcars, and equipment. The following table summarizes future minimum lease payments under these agreements at December 31, 2016 (in thousands): Year Ending March 31, 2017 (three months) $ 34,952 2018 134,262 2019 111,760 2020 100,450 2021 87,197 Thereafter 140,153 Total $ 608,774 Rental expense relating to operating leases was $32.0 million and $25.5 million during the three months ended December 31, 2016 and 2015 , respectively, and $88.9 million and $92.6 million during the nine months ended December 31, 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 December 31, 2016 (in thousands): Year Ending March 31, 2017 (three months) $ 13,534 2018 54,365 2019 53,688 2020 43,856 2021 1,438 Thereafter 599 Total $ 167,480 Construction Commitments At December 31, 2016 , we had construction commitments of $43.7 million . Sales and Purchase Contracts We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods. The following table summarizes such commitments at December 31, 2016 : Volume Value (in thousands) Purchase commitments: Natural gas liquids fixed-price (gallons) 17,131 $ 9,504 Natural gas liquids index-price (gallons) 322,711 $ 242,996 Crude oil fixed-price (barrels) 3,671 $ 186,499 Crude oil index-price (barrels) 33,327 $ 1,455,775 Sale commitments: Natural gas liquids fixed-price (gallons) 119,108 $ 82,791 Natural gas liquids index-price (gallons) 205,672 $ 197,433 Crude oil fixed-price (barrels) 4,797 $ 240,874 Crude oil index-price (barrels) 15,157 $ 809,785 We account for the contracts in the table above using 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. Contracts in the table above may have offsetting derivative contracts (see Note 12 ) or inventory positions (see Note 2 ). Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our unaudited condensed consolidated balance sheet and are not included in the table above. These contracts are included in the derivative disclosures (see Note 12 ), and represent $50.2 million of our prepaid expenses and other current assets and $39.9 million of our accrued expenses and other payables at December 31, 2016 . |
Equity
Equity | 9 Months Ended |
Dec. 31, 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 has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest. Our general partner is not required to guarantee or pay any of our debts and obligations. General Partner Contributions In connection with the issuance of common units for the vesting of restricted units and the ATM Program (as defined herein), as discussed within this note, as well as common units issued for a retail propane acquisition (see Note 4 ) during the nine months ended December 31, 2016 , we issued 2,575 notional units to our general partner for $0.1 million in order to maintain its 0.1% interest in us. Our Distributions The following table summarizes distributions declared during the last four quarters: Date Declared Record Date Date Paid/Payable Amount Per Unit Amount Paid/Payable to Limited Partners Amount Paid/Payable to General Partner (in thousands) (in thousands) April 21, 2016 May 3, 2016 May 13, 2016 $ 0.3900 $ 40,626 $ 70 July 22, 2016 August 4, 2016 August 12, 2016 $ 0.3900 $ 41,146 $ 71 October 20, 2016 November 4, 2016 November 14, 2016 $ 0.3900 $ 41,907 $ 72 January 19, 2017 February 3, 2017 February 14, 2017 $ 0.3900 $ 42,923 $ 74 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 its 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 4,375,112 warrants ( 1,822,963 at the initial closing date and 2,552,149 at the second closing date) to purchase common units at an exercise price of $0.01 per common unit. We will pay 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 which was paid to the holders of the Preferred Units on August 12, 2016 . On October 20, 2016 , we declared a distribution for the three months ended September 30, 2016 of $6.4 million which was paid to the holders of the Preferred Units on November 14, 2016 . On January 19, 2017 , we declared a distribution for the three months ended December 31, 2016 of $6.4 million to be paid to the holders of the Preferred Units on February 14, 2017 . 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 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 common units, cash or a combination, at our discretion. The conversion multiple means if our common 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 for cash equal to (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 private placement 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. The Partnership’s filed registration statement was declared effective by the SEC on November 23, 2016. 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 $235.0 million (net of offering costs of $5.0 million ) in connection with the issuance of the Preferred Units and warrants. We allocated these net proceeds, on a relative fair value basis, to the Preferred Units ( $186.4 million ), which includes the value of the beneficial conversion feature, and warrants ( $48.6 million ). As discussed below, $131.5 million of the amount allocated to the Preferred Units was allocated to the intrinsic value of the 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 applicable 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 unit value of our common units at the issuance date) and the proceeds attributed to the Preferred Units. We record the accretion attributable 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 $2.5 million for the three months ended December 31, 2016 and $6.3 million for the nine months ended December 31, 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 unaudited condensed consolidated balance sheet. The value allocated to the warrants and the beneficial conversion feature was recorded as part of Limited Partners’ equity within our unaudited condensed consolidated balance sheet. Amended and Restated Partnership Agreement On June 24, 2016, NGL Energy Holdings LLC executed the Third Amended and Restated Agreement of 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. At-The-Market Program On August 24, 2016, we entered into an equity distribution program in connection with an at-the-market program (the “ATM Program”) pursuant to which we may issue and sell common units for up to $200.0 million in gross proceeds. This ATM Program is registered with the SEC on an effective registration statement on Form S-3. During the nine months ended December 31, 2016 , we sold 2,353,438 common units for net proceeds of $43.9 million (net of offering costs of $0.3 million ). As of December 31, 2016 , approximately $155.4 million remained available for sale under the Partnership’s ATM Program. Subsequent to December 31, 2016, we sold an additional 967,697 common units for net proceeds of $20.5 million (net of offering costs of $0.2 million ). 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 upon a change of 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”). During the three months ended September 30, 2016, we changed our process for how taxes are withheld upon the vesting of restricted units. Previously, employees could choose to pay cash for their portion of the taxes or have us withhold enough units to meet their tax withholding requirements. Employees could also elect to have the units withheld to exceed the statutory minimums. Now, employees will still be able to pay cash to satisfy their tax obligation or they can elect to sell enough units, through a broker assisted cashless exercise program, to meet their tax obligation. As a result of this change in process, the unvested restricted units and future grants are eligible for equity classification. Prior to this change in process, we classified any Service Awards or Performance Awards granted as liabilities and were required to recalculate the fair value of the award at each reporting date. Awards classified as equity are valued only at their grant date and are not revalued at each reporting date. As of June 30, 2016, we had liabilities related to our Service Awards and Performance Awards of $25.6 million and $1.8 million , respectively, which we reclassified to equity. The following table summarizes the Service Award activity during the nine months ended December 31, 2016 : Unvested Service Award units at March 31, 2016 2,297,132 Units granted 3,105,600 Units vested and issued (2,350,082 ) Units forfeited (339,600 ) Unvested Service Award units at December 31, 2016 2,713,050 The following table summarizes the scheduled vesting of our unvested Service Award units at December 31, 2016 : Year Ending March 31, 2018 881,350 2019 917,800 Thereafter 913,900 Total 2,713,050 Service Awards are valued at the market price as of the date of grant less the present value of the expected distribution stream over the vesting period using a risk-free interest rate. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. During the three months ended December 31, 2016 and 2015 , we recorded compensation expense related to Service Award units of $4.8 million and $0.4 million , respectively. During the nine months ended December 31, 2016 and 2015 , we recorded compensation expense related to Service Award units of $51.5 million and $33.8 million , respectively. Of the restricted units granted and vested during the nine months ended December 31, 2016 , 1,008,091 units were granted as a bonus for performance during the fiscal year ended March 31, 2016. We accrued expense of $16.8 million during the fiscal year ended March 31, 2016 as an estimate of the value of such bonus units that would be granted. During the nine months ended December 31, 2016 , we recorded an additional $2.2 million to true up the estimate to the $19.0 million of actual expense associated with these bonuses. Since the units were not formally granted until August 2016, the full $19.0 million is reflected in the expense during the three months and nine months ended December 31, 2016 in the amounts in the preceding paragraph above. The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at December 31, 2016 (in thousands): Year Ending March 31, 2017 (three months) $ 4,676 2018 12,510 2019 9,106 Thereafter 2,386 Total $ 28,678 During April 2015, our general partner granted Performance Award units to certain employees. 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. As of December 31, 2016 , performance will be measured over the following periods: Vesting Date of Tranche Performance Period for Tranche July 1, 2017 July 1, 2014 through June 30, 2017 July 1, 2018 July 1, 2015 through June 30, 2018 July 1, 2019 July 1, 2016 through June 30, 2019 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 Total Unitholder Return 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% The following table summarizes the Performance Award activity during the nine months ended December 31, 2016 : Unvested Performance Award units at March 31, 2016 637,382 Units granted 932,309 Units forfeited (380,691 ) Unvested Performance Award units at December 31, 2016 1,189,000 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 and are considered to be forfeited. The fair value of the Performance Awards is estimated using a Monte Carlo simulation at the grant date. 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. Any Performance Awards that do not become earned Performance Awards shall terminate, expire and otherwise be forfeited by the participants. During the three months ended December 31, 2016 , and 2015, we recorded compensation expense related to Performance Award units of $2.1 million and a reversal of previously recorded expense of $1.8 million , respectively, related to Performance Award units. During the nine months ended December 31, 2016 and 2015 , we recorded compensation expense related to Performance Award units of $5.2 million and $16.3 million , respectively. The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at December 31, 2016 (in thousands): Year Ending March 31, 2017 (three months) $ 2,047 2018 6,197 2019 3,232 Thereafter 655 Total $ 12,131 The number of common units that may be delivered pursuant to awards under the LTIP is limited to 10% of the issued and outstanding common units. The maximum number of units deliverable under the LTIP plan automatically increases to 10% of the issued and outstanding common units immediately after each issuance of common units, unless the plan administrator determines to increase the maximum number of units deliverable by a lesser amount. Units withheld to satisfy tax withholding obligations are not considered to be delivered under the LTIP. In addition, when an award is forfeited, canceled, exercised, paid or otherwise terminates or expires without the delivery of units, the units subject to such award are again available for new awards under the LTIP. At December 31, 2016 , approximately 1.3 million common units remain available for issuance under the LTIP. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Dec. 31, 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 unaudited condensed consolidated balance sheet at the dates indicated: December 31, 2016 March 31, 2016 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 3,358 $ (75,986 ) $ 47,361 $ (3,983 ) Level 2 measurements 51,054 (40,982 ) 32,700 (28,612 ) 54,412 (116,968 ) 80,061 (32,595 ) Netting of counterparty contracts (1) (2,690 ) 2,690 (3,384 ) 3,384 Net cash collateral provided (held) (843 ) 73,465 (18,176 ) 599 Commodity derivatives $ 50,879 $ (40,813 ) $ 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 unaudited condensed consolidated balance sheets at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Prepaid expenses and other current assets $ 50,879 $ 58,501 Accrued expenses and other payables (40,813 ) (28,612 ) Net commodity derivative asset $ 10,066 $ 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 December 31, 2016: Cross-commodity (1) January 2017–March 2017 53 $ 1,348 Crude oil fixed-price (2) January 2017–March 2017 (671 ) (2,469 ) Propane fixed-price (2) January 2017–December 2017 106 1,338 Refined products fixed-price (2) January 2017–January 2019 (7,027 ) (66,119 ) Refined products index (2) January 2017–December 2017 (24 ) (197 ) Other January 2017–March 2022 3,543 (62,556 ) Net cash collateral provided 72,622 Net commodity derivative asset $ 10,066 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 derivative asset $ 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 and nine months ended December 31, 2016 , we recorded net losses of $57.7 million and $102.6 million , respectively, and during the three months and nine months ended December 31, 2015 , we recorded net gains of $52.5 million and $97.1 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 December 31, 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 unaudited condensed consolidated balance sheets and recognized in our net income. Interest Rate Risk Our Revolving Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At December 31, 2016 , we had $1.5 billion of outstanding borrowings under our Revolving Credit Facility at a weighted average interest rate of 3.39% . Fair Value of Fixed-Rate Notes The following table provides fair value estimates of our fixed-rate notes at December 31, 2016 (in thousands): 2019 Notes $ 381,070 2021 Notes $ 379,443 2022 Notes $ 277,806 2023 Notes $ 725,667 For the 2019 Notes, 2021 Notes and 2023 Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 1 in the fair value hierarchy. For the 2022 Notes, the fair value estimate was developed using observed yields on publicly traded notes issued by us, adjusted for differences in the key terms of those notes and the key terms of our notes (examples include differences in the tenor of the debt, credit standing of the issuer, whether the notes are publicly traded, and whether the notes are secured or unsecured). This fair value estimate would be classified as Level 3 in the fair value hierarchy. |
Segments
Segments | 9 Months Ended |
Dec. 31, 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 As Restated Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Revenues: Crude Oil Logistics: Crude oil sales $ 366,569 $ 508,863 $ 1,123,169 $ 2,818,752 Crude oil transportation and other 20,914 12,423 43,020 44,118 Elimination of intersegment sales (1,577 ) (1,861 ) (4,447 ) (8,083 ) Total Crude Oil Logistics revenues 385,906 519,425 1,161,742 2,854,787 Water Solutions: Service fees 28,268 35,138 82,493 107,079 Recovered hydrocarbons 6,387 8,414 19,264 34,978 Other revenues 5,704 1,886 14,088 5,168 Total Water Solutions revenues 40,359 45,438 115,845 147,225 Liquids: Propane sales 260,562 188,930 458,646 393,442 Other product sales 235,739 180,620 485,174 488,967 Other revenues 7,704 8,161 22,926 27,531 Elimination of intersegment sales (33,730 ) (24,184 ) (57,162 ) (48,436 ) Total Liquids revenues 470,275 353,527 909,584 861,504 Retail Propane: Propane sales 96,699 68,880 174,510 148,184 Distillate sales 19,569 19,133 35,613 39,758 Other revenues 12,418 12,132 30,056 29,856 Elimination of intersegment sales (32 ) — (48 ) — Total Retail Propane revenues 128,654 100,145 240,131 217,798 Refined Products and Renewables: Refined products sales 2,258,317 1,532,928 6,409,889 4,946,136 Renewables sales 123,065 101,414 325,377 300,756 Service fees 50 32,381 11,195 89,193 Elimination of intersegment sales (149 ) (252 ) (293 ) (729 ) Total Refined Products and Renewables revenues 2,381,283 1,666,471 6,746,168 5,335,356 Corporate and Other 164 — 679 — Total revenues $ 3,406,641 $ 2,685,006 $ 9,174,149 $ 9,416,670 Depreciation and Amortization: Crude Oil Logistics $ 16,503 $ 10,041 $ 34,496 $ 30,096 Water Solutions 27,150 23,644 76,713 66,906 Liquids 4,441 3,537 13,315 11,286 Retail Propane 11,379 9,096 31,771 26,711 Refined Products and Renewables 404 11,493 1,237 36,820 Corporate and Other 890 1,369 2,744 3,953 Total depreciation and amortization $ 60,767 $ 59,180 $ 160,276 $ 175,772 Operating Income (Loss): Crude Oil Logistics $ (9,163 ) $ 804 $ (28,827 ) $ 12,689 Water Solutions (11,898 ) 15,596 63,136 44,300 Liquids 24,765 32,921 33,092 52,820 Retail Propane 21,772 14,450 10,553 11,985 Refined Products and Renewables 8,209 31,702 169,365 59,478 Corporate and Other (11,128 ) (12,919 ) (66,690 ) (81,630 ) Total operating income $ 22,557 $ 82,554 $ 180,629 $ 99,642 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 December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Crude Oil Logistics $ 42,758 $ 214,114 $ 147,460 $ 321,137 Water Solutions 18,275 57,817 86,628 190,837 Liquids 1,736 (24,576 ) 14,897 11,488 Retail Propane 16,196 11,641 94,170 34,350 Refined Products and Renewables (945 ) (4,684 ) 42,175 18,599 Corporate and Other 375 12,715 2,107 13,884 Total $ 78,395 $ 267,027 $ 387,437 $ 590,295 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: December 31, 2016 March 31, 2016 (in thousands) Long-lived assets, net: Crude Oil Logistics $ 1,721,536 $ 1,679,027 Water Solutions 1,276,811 1,162,405 Liquids 573,045 572,081 Retail Propane 555,214 483,330 Refined Products and Renewables 216,906 180,783 Corporate and Other 30,278 36,198 Total $ 4,373,790 $ 4,113,824 Total assets: Crude Oil Logistics $ 2,438,956 $ 2,197,113 Water Solutions 1,315,432 1,236,875 Liquids 837,989 693,872 Retail Propane 639,099 538,267 Refined Products and Renewables 1,032,683 765,806 Corporate and Other 113,917 128,222 Total $ 6,378,076 $ 5,560,155 |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Dec. 31, 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 unaudited 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 unaudited 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 nine months ended December 31, 2016 , $12.8 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 December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Sales to SemGroup $ 150 $ 67 $ 3,734 $ 42,098 Purchases from SemGroup $ 1,911 $ 5,052 $ 5,874 $ 50,355 Sales to equity method investees $ 95 $ 1,676 $ 595 $ 4,762 Purchases from equity method investees $ 33,538 $ 27,153 $ 91,530 $ 82,917 Sales to entities affiliated with management $ 53 $ 91 $ 205 $ 289 Purchases from entities affiliated with management $ 2,580 $ 6,709 $ 14,316 $ 30,103 Accounts receivable from affiliates consist of the following at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Receivables from SemGroup $ 19,957 $ 1,166 Receivables from equity method investees 13 14,446 Receivables from entities affiliated with management 38 13 Total $ 20,008 $ 15,625 Accounts payable to affiliates consist of the following at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Payables to SemGroup $ 20,493 $ 1,823 Payables to equity method investees 1,431 3,947 Payables to entities affiliated with management 993 1,423 Total $ 22,917 $ 7,193 We also have a loan receivable of $2.7 million at December 31, 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 our freshwater supply company 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 was eliminated upon consolidation. As a result of the acquisition, we incurred an impairment charge of $1.7 million to write down the loan receivable to its fair value. |
Other Matters
Other Matters | 9 Months Ended |
Dec. 31, 2016 | |
Other Matters [Abstract] | |
Other Matters | Other Matters Termination of an Agreement During the three months ended December 31, 2016 , we agreed to terminate a storage sublease agreement that was scheduled to commence in January 2017 and had a term of five years . For terminating this agreement, the counterparty agreed to pay us a specific amount in five equal payments beginning in February 2017 and in January of the next four years and removed any future obligations of the Partnership. As a result, we discounted the future payments and recorded a gain of $16.2 million to other income in our unaudited condensed consolidated statement of operations during the three months ended December 31, 2016 . Purchase of Pipeline Capacity Rights 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 nine months ended December 31, 2016 , we paid $42.2 million to acquire certain refined product pipeline capacity rights from other shippers on the Colonial pipeline which is included in intangible assets. 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 (see Note 4 ). Total cash consideration paid under the agreement was $49.6 million 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 was recorded within gain on early extinguishment of liabilities in our unaudited condensed consolidated statement of operations during the nine months ended December 31, 2016 . For the termination of the development agreement, we recorded a loss of $22.7 million , which included the carrying value of the development agreement asset that was written off (see Note 7 ). This loss was recorded within loss (gain) on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations during the nine months ended December 31, 2016 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Certain Assets from Murphy Energy Corporation On January 9, 2017, the Partnership announced that it had closed its acquisition of certain assets from Murphy Energy Corporation. The Partnership acquired a natural gas liquids terminal that supports refined products blending in Port Hudson, Louisiana, and a natural gas liquids and condensate facility in Kingfisher, Oklahoma. The combined purchase price of these assets was approximately $50.0 million . A deposit of $4.1 million was paid in December 2016 related to this transaction and was recorded within noncurrent assets in our unaudited condensed consolidated balance sheet. |
Unaudited Condensed Consolidati
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information | 9 Months Ended |
Dec. 31, 2016 | |
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information [Abstract] | |
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information | Unaudited 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, 2021 Notes and 2023 Notes (collectively, the “Guaranteed Notes”) (see Note 8 ). Pursuant to Rule 3-10 of Regulation S-X, we have presented in columnar format the unaudited 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 Guaranteed Notes. Since NGL Energy Partners LP received the proceeds from the issuance of the Guaranteed 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 Guaranteed Notes. 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 unaudited 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 unaudited condensed consolidating statement of cash flow tables below. Unaudited Condensed Consolidating Balance Sheet (U.S. Dollars in Thousands) December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 23,811 $ — $ 3,058 $ 2,058 $ — $ 28,927 Accounts receivable-trade, net of allowance for doubtful accounts — — 759,627 5,663 — 765,290 Accounts receivable-affiliates — — 20,008 — — 20,008 Inventories — — 613,223 770 — 613,993 Prepaid expenses and other current assets — — 133,874 611 — 134,485 Total current assets 23,811 — 1,529,790 9,102 — 1,562,703 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,656,110 90,815 — 1,746,925 GOODWILL — — 1,441,105 21,011 — 1,462,116 INTANGIBLE ASSETS, net of accumulated amortization — — 1,149,863 14,886 — 1,164,749 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 187,514 — — 187,514 NET INTERCOMPANY RECEIVABLES (PAYABLES) 1,936,935 — (1,916,242 ) (20,693 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,721,152 — 75,451 — (1,796,603 ) — LOAN RECEIVABLE-AFFILIATE — — 2,700 — — 2,700 OTHER NONCURRENT ASSETS — — 251,204 165 — 251,369 Total assets $ 3,681,898 $ — $ 4,377,495 $ 115,286 $ (1,796,603 ) $ 6,378,076 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 648,326 $ 2,560 $ — $ 650,886 Accounts payable-affiliates 1 — 22,827 89 — 22,917 Accrued expenses and other payables 24,426 — 170,401 1,206 — 196,033 Advance payments received from customers — — 62,745 764 — 63,509 Current maturities of long-term debt — — 33,128 373 — 33,501 Total current liabilities 24,427 — 937,427 4,992 — 966,846 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,678,070 — 1,537,387 1,048 — 3,216,505 OTHER NONCURRENT LIABILITIES — — 181,529 4,751 — 186,280 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 61,170 — — — — 61,170 EQUITY: Partners’ equity 1,918,231 — 1,721,059 104,685 (1,825,647 ) 1,918,328 Accumulated other comprehensive income (loss) — — 93 (190 ) — (97 ) Noncontrolling interests — — — — 29,044 29,044 Total equity 1,918,231 — 1,721,152 104,495 (1,796,603 ) 1,947,275 Total liabilities and equity $ 3,681,898 $ — $ 4,377,495 $ 115,286 $ (1,796,603 ) $ 6,378,076 Unaudited 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 Unaudited Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Three Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 3,393,541 $ 14,249 $ (1,149 ) $ 3,406,641 COST OF SALES — — 3,226,175 2,996 (1,149 ) 3,228,022 OPERATING COSTS AND EXPENSES: Operating — — 72,911 4,070 — 76,981 General and administrative — — 18,090 190 — 18,280 Depreciation and amortization — — 58,091 2,676 — 60,767 Loss (gain) on disposal or impairment of assets, net — — 37 (3 ) — 34 Operating Income — — 18,237 4,320 — 22,557 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 1,279 — — 1,279 Interest expense (26,217 ) — (15,340 ) (98 ) 219 (41,436 ) Other income, net — — 20,206 20 (219 ) 20,007 (Loss) Income Before Income Taxes (26,217 ) — 24,382 4,242 — 2,407 INCOME TAX EXPENSE — — (1,114 ) — — (1,114 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 27,193 — 3,925 — (31,118 ) — Net Income 976 — 27,193 4,242 (31,118 ) 1,293 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (317 ) (317 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (8,906 ) (8,906 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (22 ) (22 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 976 $ — $ 27,193 $ 4,242 $ (40,363 ) $ (7,952 ) Unaudited Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) As Restated Three Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 2,639,958 $ 54,756 $ (9,708 ) $ 2,685,006 COST OF SALES — — 2,436,088 7,065 (9,653 ) 2,433,500 OPERATING COSTS AND EXPENSES: Operating — — 82,761 22,015 (55 ) 104,721 General and administrative — — 17,814 5,221 — 23,035 Depreciation and amortization — — 46,663 12,517 — 59,180 Loss (gain) on disposal or impairment of assets, net — — 1,484 (156 ) — 1,328 Revaluation of liabilities — — (19,312 ) — — (19,312 ) Operating Income — — 74,460 8,094 — 82,554 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 412 2,446 — 2,858 Interest expense (17,830 ) — (16,768 ) (1,662 ) 84 (36,176 ) Other income, net — — 2,141 104 (84 ) 2,161 (Loss) Income Before Income Taxes (17,830 ) — 60,245 8,982 — 51,397 INCOME TAX EXPENSE — — (371 ) (31 ) — (402 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 61,987 — 2,113 — (64,100 ) — Net Income 44,157 — 61,987 8,951 (64,100 ) 50,995 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (6,838 ) (6,838 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (16,239 ) (16,239 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 44,157 $ — $ 61,987 $ 8,951 $ (87,177 ) $ 27,918 Unaudited Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 9,142,575 $ 33,718 $ (2,144 ) $ 9,174,149 COST OF SALES — — 8,720,039 5,297 (2,144 ) 8,723,192 OPERATING COSTS AND EXPENSES: Operating — — 212,542 12,866 — 225,408 General and administrative — — 87,402 675 — 88,077 Depreciation and amortization — — 152,140 8,136 — 160,276 Gain on disposal or impairment of assets, net — — (203,406 ) (27 ) — (203,433 ) Operating Income — — 173,858 6,771 — 180,629 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 1,726 — — 1,726 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (58,907 ) — (46,238 ) (551 ) 380 (105,316 ) Gain on early extinguishment of liabilities 8,614 — 22,276 — — 30,890 Other income, net — — 26,196 44 (380 ) 25,860 (Loss) Income Before Income Taxes (50,293 ) — 163,453 6,264 — 119,424 INCOME TAX EXPENSE — — (2,036 ) — — (2,036 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 161,590 — 173 — (161,763 ) — Net Income 111,297 — 161,590 6,264 (161,763 ) 117,388 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (6,091 ) (6,091 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (20,958 ) (20,958 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (180 ) (180 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 111,297 $ — $ 161,590 $ 6,264 $ (188,992 ) $ 90,159 Unaudited Condensed Consolidating Statement of Operations (U.S. Dollars in Thousands) As Restated Nine Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 9,290,209 $ 155,377 $ (28,916 ) $ 9,416,670 COST OF SALES — — 8,769,526 21,087 (28,736 ) 8,761,877 OPERATING COSTS AND EXPENSES: Operating — — 243,084 65,037 (180 ) 307,941 General and administrative — — 99,022 15,792 — 114,814 Depreciation and amortization — — 137,208 38,564 — 175,772 Loss (gain) on disposal or impairment of assets, net — — 3,199 (159 ) — 3,040 Revaluation of liabilities — — (46,416 ) — — (46,416 ) Operating Income — — 84,586 15,056 — 99,642 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 3,284 10,724 — 14,008 Interest expense (53,544 ) — (39,112 ) (6,125 ) 232 (98,549 ) Other income, net — — 2,832 341 (232 ) 2,941 (Loss) Income Before Income Taxes (53,544 ) — 51,590 19,996 — 18,042 INCOME TAX BENEFIT (EXPENSE) — — 1,915 (69 ) — 1,846 EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 58,747 — 5,242 — (63,989 ) — Net Income 5,203 — 58,747 19,927 (63,989 ) 19,888 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (14,685 ) (14,685 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (47,798 ) (47,798 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 5,203 $ — $ 58,747 $ 19,927 $ (126,472 ) $ (42,595 ) Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (U.S. Dollars in Thousands) Three Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 976 $ — $ 27,193 $ 4,242 $ (31,118 ) $ 1,293 Other comprehensive inco me (loss) — — 568 (23 ) — 545 Comprehensive income $ 976 $ — $ 27,761 $ 4,219 $ (31,118 ) $ 1,838 As Restated Three Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 44,157 $ — $ 61,987 $ 8,951 $ (64,100 ) $ 50,995 Other comprehensive loss — — — (12 ) — (12 ) Comprehensive income $ 44,157 $ — $ 61,987 $ 8,939 $ (64,100 ) $ 50,983 Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 111,297 $ — $ 161,590 $ 6,264 $ (161,763 ) $ 117,388 Other comprehensive inco me (loss) — — 93 (33 ) — 60 Comprehensive income $ 111,297 $ — $ 161,683 $ 6,231 $ (161,763 ) $ 117,448 As Restated Nine Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 5,203 $ — $ 58,747 $ 19,927 $ (63,989 ) $ 19,888 Other comprehensive loss — — — (39 ) — (39 ) Comprehensive income $ 5,203 $ — $ 58,747 $ 19,888 $ (63,989 ) $ 19,849 Unaudited Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash used in operating activities $ (48,850 ) $ — $ (65,943 ) $ (2,872 ) $ (117,665 ) INVESTING ACTIVITIES: Capital expenditures — — (257,734 ) (6,846 ) (264,580 ) Acquisitions, net of cash acquired — — (116,153 ) (11,360 ) (127,513 ) Cash flows from settlements of commodity derivatives — — (82,815 ) — (82,815 ) Proceeds from sales of assets — — 14,136 59 14,195 Proceeds from sale of TLP common units — — 112,370 — 112,370 Proceeds from sale of freshwater supply company — — — 22,000 22,000 Distributions of capital from unconsolidated entities — — 7,608 — 7,608 Payments on loan for natural gas liquids facility — — 6,585 — 6,585 Loan to affiliate — — (2,700 ) — (2,700 ) Payments on loan to affiliate — — 655 — 655 Payment to terminate development agreement — — (16,875 ) — (16,875 ) Net cash (used in) provided by investing activities — — (334,923 ) 3,853 (331,070 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 1,176,000 — 1,176,000 Payments on revolving credit facilities — — (1,510,500 ) — (1,510,500 ) Issuance of senior notes 700,000 — — — 700,000 Repurchases of senior notes (15,129 ) — — — (15,129 ) Payments on other long-term debt — — (6,359 ) (190 ) (6,549 ) Debt issuance costs (12,536 ) — (72 ) — (12,608 ) Contributions from general partner 59 — — — 59 Contributions from noncontrolling interest owners, net — — — 639 639 Distributions to partners (132,135 ) — — — (132,135 ) Distributions to noncontrolling interest owners — — — (3,292 ) (3,292 ) Proceeds from sale of convertible preferred units and warrants, net of offering costs 234,989 — — — 234,989 Proceeds from sale of common units, net of offering costs 43,896 — — — 43,896 Payments for the early extinguishment of liabilities — — (25,884 ) — (25,884 ) Net changes in advances with consolidated entities (772,232 ) — 769,955 2,277 — Net cash provided by financing activities 46,912 — 403,140 (566 ) 449,486 Net (decrease) increase in cash and cash equivalents (1,938 ) — 2,274 415 751 Cash and cash equivalents, beginning of period 25,749 — 784 1,643 28,176 Cash and cash equivalents, end of period $ 23,811 $ — $ 3,058 $ 2,058 $ 28,927 Unaudited Condensed Consolidating Statement of Cash Flows (U.S. Dollars in Thousands) Nine Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (52,989 ) $ — $ 276,244 $ 69,879 $ 293,134 INVESTING ACTIVITIES: Capital expenditures — — (439,476 ) (57,671 ) (497,147 ) Acquisitions, net of cash acquired (624 ) — (184,852 ) (1,880 ) (187,356 ) Cash flows from settlements of commodity derivatives — — 92,216 — 92,216 Proceeds from sales of assets — — 4,979 2 4,981 Investments in unconsolidated entities — — (3,647 ) (4,726 ) (8,373 ) Distributions of capital from unconsolidated entities — — 8,761 5,282 14,043 Loan for natural gas liquids facility — — (3,913 ) — (3,913 ) Payments on loan for natural gas liquids facility — — 5,552 — 5,552 Loan to affiliate — — (15,621 ) — (15,621 ) Payments on loan to affiliate — — 517 — 517 Net cash used in investing activities (624 ) — (535,484 ) (58,993 ) (595,101 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 1,961,000 81,100 2,042,100 Payments on revolving credit facilities — — (1,431,000 ) (83,100 ) (1,514,100 ) Proceedings from borrowings under other long-term debt — — 45,873 7,350 53,223 Payments on other long-term debt — — (3,579 ) (70 ) (3,649 ) Debt issuance costs (3,209 ) — (5,226 ) (1,249 ) (9,684 ) Contributions from general partner 54 — — — 54 Contributions from noncontrolling interest owners, net — — — 10,037 10,037 Distributions to partners (238,414 ) — — — (238,414 ) Distributions to noncontrolling interest owners — — — (26,638 ) (26,638 ) Taxes paid on behalf of equity incentive plan participants — — (19,303 ) — (19,303 ) Common unit repurchases (7,707 ) — — — (7,707 ) Net changes in advances with consolidated entities 295,204 — (295,999 ) 795 — Other — — (34 ) (42 ) (76 ) Net cash provided by (used in) financing activities 45,928 — 251,732 (11,817 ) 285,843 Net decrease in cash and cash equivalents (7,685 ) — (7,508 ) (931 ) (16,124 ) Cash and cash equivalents, beginning of period 29,115 — 9,757 2,431 41,303 Cash and cash equivalents, end of period $ 21,430 $ — $ 2,249 $ 1,500 $ 25,179 |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 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. 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, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our unaudited condensed 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 (“SEC”). 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 was 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 quarters of the fiscal year ended March 31, 2016, so those quarters have been restated for the effects of the error correction. We have restated our previously issued unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of comprehensive income (loss) for the three months and nine months ended December 31, 2015 and unaudited condensed consolidated statement of cash flows for the nine months ended December 31, 2015 . See Note 17 in our Annual Report for a summary of the impact of the error correction for the three months and nine months ended December 31, 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 unaudited condensed consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in business combinations, the collectibility 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. Although we believe these estimates are reasonable, actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements 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 inputs (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 unaudited 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 unaudited 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 unaudited 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. |
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 unaudited condensed consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our unaudited 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. We use the cumulative earnings approach to classify distributions received from unconsolidated entities as either operating activities or investing activities in our unaudited condensed consolidated statements of cash flows. |
Noncontrolling Interests | Noncontrolling Interests We have certain consolidated subsidiaries in which outside parties own interests. The noncontrolling interest shown in our unaudited 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 discussed 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 discussed in Note 4 , we made certain adjustments during the three months ended December 31, 2016 to our estimates of the acquisition date fair values of assets acquired and liabilities assumed in business combinations that occurred during the fiscal 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 was effective for the Partnership beginning April 1, 2016, and required 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 June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses.” The ASU requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The ASU is effective for the Partnership beginning April 1, 2020, and requires a modified retrospective method of adoption, although early adoption is permitted. We are in the process of assessing the impact of this ASU on our consolidated financial statements. 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 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. |
Service Awards | Service Awards are valued at the market price as of the date of grant less the present value of the expected distribution stream over the vesting period using a risk-free interest rate. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. |
Performance Awards | The fair value of the Performance Awards is estimated using a Monte Carlo simulation at the grant date. 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. Any Performance Awards that do not become earned Performance Awards shall terminate, expire and otherwise be forfeited by the participants. |
Significant Accounting Polici26
Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Crude oil $ 95,011 $ 84,030 Natural gas liquids: Propane 86,909 28,639 Butane 22,452 8,461 Other 4,724 6,011 Refined products: Gasoline 164,570 80,569 Diesel 177,039 99,398 Renewables 53,563 52,458 Other 9,725 8,240 Total $ 613,993 $ 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 December 31, 2016 March 31, 2016 (in thousands) Glass Mountain (1) Crude Oil Logistics 50% December 2013 $ 172,065 $ 179,594 Ethanol production facility Refined Products and Renewables 19% December 2013 12,921 12,570 Water treatment and disposal facility Water Solutions 50% August 2015 2,159 2,238 Retail propane company Retail Propane 50% April 2015 369 972 TLP (2) Refined Products and Renewables 0% July 2014 — 8,301 Freshwater supply company (3) Water Solutions 100% June 2014 — 15,875 Total $ 187,514 $ 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 $73.1 million at December 31, 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 freshwater supply company , and as a result, the freshwater supply company was consolidated in our unaudited condensed consolidated financial statements (see Note 4 ). On November 29, 2016, we sold this freshwater supply company. |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Loan receivable (1) $ 42,410 $ 49,827 Tank bottoms (2) 42,044 42,044 Line fill (3) 43,015 35,060 Other 123,900 49,108 Total $ 251,369 $ 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 December 31, 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 December 31, 2016 and March 31, 2016 , line fill consisted of 582,807 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: December 31, 2016 March 31, 2016 (in thousands) Accrued compensation and benefits $ 16,539 $ 40,517 Excise and other tax liabilities 55,451 59,455 Derivative liabilities 40,813 28,612 Accrued interest 27,767 20,543 Product exchange liabilities 9,355 5,843 Deferred gain on sale of general partner interest in TLP 30,113 30,113 Other 15,995 29,343 Total $ 196,033 $ 214,426 |
Income (Loss) Per Common Unit (
Income (Loss) Per Common Unit (Tables) | 9 Months Ended |
Dec. 31, 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 As Restated Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands, except unit and per unit amounts) Net income $ 1,293 $ 50,995 $ 117,388 $ 19,888 Less: Net income attributable to noncontrolling interests (317 ) (6,838 ) (6,091 ) (14,685 ) Net income attributable to NGL Energy Partners LP 976 44,157 111,297 5,203 Less: Distributions to preferred unitholders (8,906 ) — (20,958 ) — Less: Net income allocated to general partner (1) (22 ) (16,239 ) (180 ) (47,798 ) Net (loss) income allocated to common unitholders (basic) (7,952 ) 27,918 90,159 (42,595 ) Effect of dilutive securities — (3,967 ) — — Net (loss) income allocated to common unitholders (diluted) $ (7,952 ) $ 23,951 $ 90,159 $ (42,595 ) Basic (loss) income per common unit $ (0.07 ) $ 0.27 $ 0.85 $ (0.41 ) Diluted (loss) income per common unit $ (0.07 ) $ 0.22 $ 0.82 $ (0.41 ) Basic weighted average common units outstanding (2) 107,966,901 105,338,200 106,114,668 104,808,649 Diluted weighted average common units outstanding (2) 107,966,901 106,194,547 109,554,928 104,808,649 (1) Net income allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights, which are discussed in Note 11 . (2) The basic and diluted weighted average common units outstanding for the three months and nine months ended December 31, 2015 were not restated. |
Schedule of weighted average number of units | The following table presents our calculation of basic and diluted units outstanding for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 Weighted average units outstanding during the period: Common units - Basic 107,966,901 105,338,200 106,114,668 104,808,649 Effect of Dilutive Securities: Performance units — — 111,826 — Warrants — — 3,328,434 — Restricted units — 856,347 — — Common units - Diluted 107,966,901 106,194,547 109,554,928 104,808,649 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
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 liabilities assumed (in thousands): Property, plant and equipment $ 15,636 Goodwill 12,918 Intangible assets 3,878 Current liabilities (314 ) Other noncurrent liabilities (5,222 ) Fair value of net assets acquired $ 26,896 |
Freshwater 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 fair values of the assets acquired and liabilities assumed (in thousands): Current assets $ 1,713 Property, plant and equipment 8,874 Intangible asset 14,472 Current liabilities (2,765 ) Notes payable-intercompany (19,900 ) Fair value of net assets acquired $ 2,394 |
Retail Propane Business2017 Acquisitions [Member] | |
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 liabilities assumed (in thousands): Current assets $ 4,467 Property, plant and equipment 35,219 Goodwill 10,286 Intangible assets 43,860 Current liabilities (6,621 ) Other noncurrent liabilities (2,207 ) Fair value of net assets acquired $ 85,004 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, 2016 March 31, 2016 (in thousands) Natural gas liquids terminal and storage assets 2–30 years $ 171,186 $ 169,758 Pipeline and related facilities 30–40 years 220,207 — Refined products terminal assets and equipment 20 years 6,736 6,844 Retail propane equipment 2–30 years 233,643 201,312 Vehicles and railcars 3–25 years 196,798 185,547 Water treatment facilities and equipment 3–30 years 550,928 508,239 Crude oil tanks and related equipment 2–40 years 182,872 137,894 Barges and towboats 5–40 years 89,084 86,731 Information technology equipment 3–7 years 41,298 38,653 Buildings and leasehold improvements 3–40 years 150,966 118,885 Land 49,276 47,114 Tank bottoms 12,093 20,355 Other 3–30 years 47,051 11,699 Construction in progress 142,923 383,032 2,095,061 1,916,063 Accumulated depreciation (348,136 ) (266,491 ) Net property, plant and equipment $ 1,746,925 $ 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 December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Depreciation expense $ 32,039 $ 35,443 $ 88,396 $ 105,707 Capitalized interest expense $ 1,429 $ 761 $ 6,233 $ 1,451 |
Summary of tank bottoms | The following table summarizes the tank bottoms included in the table above at the dates indicated: December 31, 2016 March 31, 2016 Product Volume Value Volume Value Crude oil 132 $ 11,108 231 $ 19,348 Other 27 985 24 1,007 Total $ 12,093 $ 20,355 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill by segment | The following table summarizes changes in goodwill by segment during the nine months ended December 31, 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) — (1,110 ) — (2 ) — (1,112 ) Acquisitions (Note 4) — 12,918 — 10,286 — 23,204 Adjustment to initial impairment estimate — 124,662 — — — 124,662 Balances at December 31, 2016 $ 579,846 $ 427,385 $ 266,046 $ 137,712 $ 51,127 $ 1,462,116 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: December 31, 2016 March 31, 2016 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3–20 years $ 889,496 $ 294,652 $ 594,844 $ 852,118 $ 233,838 $ 618,280 Customer commitments 10 years 310,000 5,167 304,833 — — — Pipeline capacity rights 30 years 161,786 10,304 151,482 119,636 6,559 113,077 Rights-of-way and easements 1–40 years 61,888 1,295 60,593 — — — Water facility development agreement 5 years — — — 14,000 7,700 6,300 Executory contracts and other agreements 5–30 years 22,713 20,114 2,599 23,920 21,075 2,845 Non-compete agreements 2–32 years 32,784 16,395 16,389 20,903 13,564 7,339 Trade names 1–10 years 15,439 13,305 2,134 15,439 12,034 3,405 Debt issuance costs (1) 3 years 39,980 27,285 12,695 39,942 22,108 17,834 Total amortizable 1,534,086 388,517 1,145,569 1,085,958 316,878 769,080 Non-amortizable: Customer commitments (2) — — — 310,000 — 310,000 Rights-of-way and easements (2) — — — 47,190 — 47,190 Trade names 19,180 — 19,180 22,620 — 22,620 Total non-amortizable 19,180 — 19,180 379,810 — 379,810 Total $ 1,553,266 $ 388,517 $ 1,164,749 $ 1,465,768 $ 316,878 $ 1,148,890 (1) Includes debt issuance costs related to the Revolving Credit Facility (as defined herein). Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. (2) Amounts moved to the amortizable section above due to the related assets being placed in service during the three months ended December 31, 2016. |
Schedule of indefinite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: December 31, 2016 March 31, 2016 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3–20 years $ 889,496 $ 294,652 $ 594,844 $ 852,118 $ 233,838 $ 618,280 Customer commitments 10 years 310,000 5,167 304,833 — — — Pipeline capacity rights 30 years 161,786 10,304 151,482 119,636 6,559 113,077 Rights-of-way and easements 1–40 years 61,888 1,295 60,593 — — — Water facility development agreement 5 years — — — 14,000 7,700 6,300 Executory contracts and other agreements 5–30 years 22,713 20,114 2,599 23,920 21,075 2,845 Non-compete agreements 2–32 years 32,784 16,395 16,389 20,903 13,564 7,339 Trade names 1–10 years 15,439 13,305 2,134 15,439 12,034 3,405 Debt issuance costs (1) 3 years 39,980 27,285 12,695 39,942 22,108 17,834 Total amortizable 1,534,086 388,517 1,145,569 1,085,958 316,878 769,080 Non-amortizable: Customer commitments (2) — — — 310,000 — 310,000 Rights-of-way and easements (2) — — — 47,190 — 47,190 Trade names 19,180 — 19,180 22,620 — 22,620 Total non-amortizable 19,180 — 19,180 379,810 — 379,810 Total $ 1,553,266 $ 388,517 $ 1,164,749 $ 1,465,768 $ 316,878 $ 1,148,890 (1) Includes debt issuance costs related to the Revolving Credit Facility (as defined herein). Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. (2) Amounts moved to the amortizable section above due to the related assets being placed in service during the three months ended December 31, 2016. |
Schedule of amortization expense | Amortization expense is as follows for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, Recorded In 2016 2015 2016 2015 (in thousands) Depreciation and amortization $ 28,728 $ 23,737 $ 71,880 $ 70,065 Cost of sales 1,753 1,701 5,098 5,102 Interest expense 1,721 4,834 5,177 7,788 Total $ 32,202 $ 30,272 $ 82,155 $ 82,955 |
Schedule of expected amortization of intangible assets | Expected amortization of intangible assets is as follows (in thousands): Year Ending March 31, 2017 (three months) $ 33,822 2018 132,843 2019 123,129 2020 115,343 2021 102,541 Thereafter 637,891 Total $ 1,145,569 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: December 31, 2016 March 31, 2016 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ 638,000 $ — $ 638,000 $ 1,229,500 $ — $ 1,229,500 Working capital borrowings 875,500 — 875,500 618,500 — 618,500 5.125% Notes due 2019 383,467 (3,595 ) 379,872 388,467 (4,681 ) 383,786 6.875% Notes due 2021 369,063 (6,186 ) 362,877 388,289 (7,545 ) 380,744 6.650% Notes due 2022 250,000 (2,929 ) 247,071 250,000 (3,166 ) 246,834 7.500% Notes due 2023 700,000 (11,750 ) 688,250 — — — Other long-term debt 58,550 (114 ) 58,436 61,488 (108 ) 61,380 3,274,580 (24,574 ) 3,250,006 2,936,244 (15,500 ) 2,920,744 Less: Current maturities 33,501 — 33,501 7,907 — 7,907 Long-term debt $ 3,241,079 $ (24,574 ) $ 3,216,505 $ 2,928,337 $ (15,500 ) $ 2,912,837 (1) Debt issuance costs related to the Revolving Credit Facility (as defined herein) 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 (three months) $ 1,304 2018 5,077 2019 4,937 2020 3,953 2021 3,539 Thereafter 5,764 Total $ 24,574 |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at December 31, 2016 : Year Ending March 31, Revolving 2019 2021 2022 2023 Other Total (in thousands) 2017 (three months) $ — $ — $ — $ — $ — $ 1,437 $ 1,437 2018 — — — 25,000 — 8,234 33,234 2019 1,513,500 — — 50,000 — 7,106 1,570,606 2020 — 383,467 — 50,000 — 6,594 440,061 2021 — — — 50,000 — 34,902 84,902 Thereafter — — 369,063 75,000 700,000 277 1,144,340 Total $ 1,513,500 $ 383,467 $ 369,063 $ 250,000 $ 700,000 $ 58,550 $ 3,274,580 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of change in asset retirement obligation | The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands): Balance at March 31, 2016 $ 5,574 Liabilities incurred 713 Liabilities assumed in acquisitions 406 Liabilities settled (19 ) Accretion expense 351 Balance at December 31, 2016 $ 7,025 |
Schedule of future minimum lease payments under contractual commitments | The following table summarizes future minimum lease payments under these agreements at December 31, 2016 (in thousands): Year Ending March 31, 2017 (three months) $ 34,952 2018 134,262 2019 111,760 2020 100,450 2021 87,197 Thereafter 140,153 Total $ 608,774 |
Schedule of future minimum throughput payments under agreements | The following table summarizes future minimum throughput payments under these agreements at December 31, 2016 (in thousands): Year Ending March 31, 2017 (three months) $ 13,534 2018 54,365 2019 53,688 2020 43,856 2021 1,438 Thereafter 599 Total $ 167,480 |
Schedule of outstanding sales and purchase contracts | The following table summarizes such commitments at December 31, 2016 : Volume Value (in thousands) Purchase commitments: Natural gas liquids fixed-price (gallons) 17,131 $ 9,504 Natural gas liquids index-price (gallons) 322,711 $ 242,996 Crude oil fixed-price (barrels) 3,671 $ 186,499 Crude oil index-price (barrels) 33,327 $ 1,455,775 Sale commitments: Natural gas liquids fixed-price (gallons) 119,108 $ 82,791 Natural gas liquids index-price (gallons) 205,672 $ 197,433 Crude oil fixed-price (barrels) 4,797 $ 240,874 Crude oil index-price (barrels) 15,157 $ 809,785 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Equity | |
Schedule of dividends declared | The following table summarizes distributions declared during the last four quarters: Date Declared Record Date Date Paid/Payable Amount Per Unit Amount Paid/Payable to Limited Partners Amount Paid/Payable to General Partner (in thousands) (in thousands) April 21, 2016 May 3, 2016 May 13, 2016 $ 0.3900 $ 40,626 $ 70 July 22, 2016 August 4, 2016 August 12, 2016 $ 0.3900 $ 41,146 $ 71 October 20, 2016 November 4, 2016 November 14, 2016 $ 0.3900 $ 41,907 $ 72 January 19, 2017 February 3, 2017 February 14, 2017 $ 0.3900 $ 42,923 $ 74 |
Service awards | |
Equity | |
Schedule of service awards activity | The following table summarizes the Service Award activity during the nine months ended December 31, 2016 : Unvested Service Award units at March 31, 2016 2,297,132 Units granted 3,105,600 Units vested and issued (2,350,082 ) Units forfeited (339,600 ) Unvested Service Award units at December 31, 2016 2,713,050 |
Summary of scheduled vesting of awards | The following table summarizes the scheduled vesting of our unvested Service Award units at December 31, 2016 : Year Ending March 31, 2018 881,350 2019 917,800 Thereafter 913,900 Total 2,713,050 |
Schedule of estimated equity-based expense to be recorded on the awards granted | The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at December 31, 2016 (in thousands): Year Ending March 31, 2017 (three months) $ 4,676 2018 12,510 2019 9,106 Thereafter 2,386 Total $ 28,678 |
Performance awards | |
Equity | |
Schedule of service awards activity | The following table summarizes the Performance Award activity during the nine months ended December 31, 2016 : Unvested Performance Award units at March 31, 2016 637,382 Units granted 932,309 Units forfeited (380,691 ) Unvested Performance Award units at December 31, 2016 1,189,000 |
Schedule of estimated equity-based expense to be recorded on the awards granted | The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at December 31, 2016 (in thousands): Year Ending March 31, 2017 (three months) $ 2,047 2018 6,197 2019 3,232 Thereafter 655 Total $ 12,131 |
Schedule of performance measurement period for each tranche | As of December 31, 2016 , performance will be measured over the following periods: Vesting Date of Tranche Performance Period for Tranche July 1, 2017 July 1, 2014 through June 30, 2017 July 1, 2018 July 1, 2015 through June 30, 2018 July 1, 2019 July 1, 2016 through June 30, 2019 |
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 Total Unitholder Return 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% |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Dec. 31, 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 unaudited condensed consolidated balance sheet at the dates indicated: December 31, 2016 March 31, 2016 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 3,358 $ (75,986 ) $ 47,361 $ (3,983 ) Level 2 measurements 51,054 (40,982 ) 32,700 (28,612 ) 54,412 (116,968 ) 80,061 (32,595 ) Netting of counterparty contracts (1) (2,690 ) 2,690 (3,384 ) 3,384 Net cash collateral provided (held) (843 ) 73,465 (18,176 ) 599 Commodity derivatives $ 50,879 $ (40,813 ) $ 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 in the condensed consolidated balance sheets | The following table summarizes the accounts that include our commodity derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Prepaid expenses and other current assets $ 50,879 $ 58,501 Accrued expenses and other payables (40,813 ) (28,612 ) Net commodity derivative asset $ 10,066 $ 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 December 31, 2016: Cross-commodity (1) January 2017–March 2017 53 $ 1,348 Crude oil fixed-price (2) January 2017–March 2017 (671 ) (2,469 ) Propane fixed-price (2) January 2017–December 2017 106 1,338 Refined products fixed-price (2) January 2017–January 2019 (7,027 ) (66,119 ) Refined products index (2) January 2017–December 2017 (24 ) (197 ) Other January 2017–March 2022 3,543 (62,556 ) Net cash collateral provided 72,622 Net commodity derivative asset $ 10,066 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 derivative asset $ 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 December 31, 2016 (in thousands): 2019 Notes $ 381,070 2021 Notes $ 379,443 2022 Notes $ 277,806 2023 Notes $ 725,667 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of certain information related to results of operations by segment | 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 As Restated Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Revenues: Crude Oil Logistics: Crude oil sales $ 366,569 $ 508,863 $ 1,123,169 $ 2,818,752 Crude oil transportation and other 20,914 12,423 43,020 44,118 Elimination of intersegment sales (1,577 ) (1,861 ) (4,447 ) (8,083 ) Total Crude Oil Logistics revenues 385,906 519,425 1,161,742 2,854,787 Water Solutions: Service fees 28,268 35,138 82,493 107,079 Recovered hydrocarbons 6,387 8,414 19,264 34,978 Other revenues 5,704 1,886 14,088 5,168 Total Water Solutions revenues 40,359 45,438 115,845 147,225 Liquids: Propane sales 260,562 188,930 458,646 393,442 Other product sales 235,739 180,620 485,174 488,967 Other revenues 7,704 8,161 22,926 27,531 Elimination of intersegment sales (33,730 ) (24,184 ) (57,162 ) (48,436 ) Total Liquids revenues 470,275 353,527 909,584 861,504 Retail Propane: Propane sales 96,699 68,880 174,510 148,184 Distillate sales 19,569 19,133 35,613 39,758 Other revenues 12,418 12,132 30,056 29,856 Elimination of intersegment sales (32 ) — (48 ) — Total Retail Propane revenues 128,654 100,145 240,131 217,798 Refined Products and Renewables: Refined products sales 2,258,317 1,532,928 6,409,889 4,946,136 Renewables sales 123,065 101,414 325,377 300,756 Service fees 50 32,381 11,195 89,193 Elimination of intersegment sales (149 ) (252 ) (293 ) (729 ) Total Refined Products and Renewables revenues 2,381,283 1,666,471 6,746,168 5,335,356 Corporate and Other 164 — 679 — Total revenues $ 3,406,641 $ 2,685,006 $ 9,174,149 $ 9,416,670 Depreciation and Amortization: Crude Oil Logistics $ 16,503 $ 10,041 $ 34,496 $ 30,096 Water Solutions 27,150 23,644 76,713 66,906 Liquids 4,441 3,537 13,315 11,286 Retail Propane 11,379 9,096 31,771 26,711 Refined Products and Renewables 404 11,493 1,237 36,820 Corporate and Other 890 1,369 2,744 3,953 Total depreciation and amortization $ 60,767 $ 59,180 $ 160,276 $ 175,772 Operating Income (Loss): Crude Oil Logistics $ (9,163 ) $ 804 $ (28,827 ) $ 12,689 Water Solutions (11,898 ) 15,596 63,136 44,300 Liquids 24,765 32,921 33,092 52,820 Retail Propane 21,772 14,450 10,553 11,985 Refined Products and Renewables 8,209 31,702 169,365 59,478 Corporate and Other (11,128 ) (12,919 ) (66,690 ) (81,630 ) Total operating income $ 22,557 $ 82,554 $ 180,629 $ 99,642 |
Schedule of additions to property, plant and equipment and intangible assets 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 December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Crude Oil Logistics $ 42,758 $ 214,114 $ 147,460 $ 321,137 Water Solutions 18,275 57,817 86,628 190,837 Liquids 1,736 (24,576 ) 14,897 11,488 Retail Propane 16,196 11,641 94,170 34,350 Refined Products and Renewables (945 ) (4,684 ) 42,175 18,599 Corporate and Other 375 12,715 2,107 13,884 Total $ 78,395 $ 267,027 $ 387,437 $ 590,295 |
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: December 31, 2016 March 31, 2016 (in thousands) Long-lived assets, net: Crude Oil Logistics $ 1,721,536 $ 1,679,027 Water Solutions 1,276,811 1,162,405 Liquids 573,045 572,081 Retail Propane 555,214 483,330 Refined Products and Renewables 216,906 180,783 Corporate and Other 30,278 36,198 Total $ 4,373,790 $ 4,113,824 Total assets: Crude Oil Logistics $ 2,438,956 $ 2,197,113 Water Solutions 1,315,432 1,236,875 Liquids 837,989 693,872 Retail Propane 639,099 538,267 Refined Products and Renewables 1,032,683 765,806 Corporate and Other 113,917 128,222 Total $ 6,378,076 $ 5,560,155 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Sales to SemGroup $ 150 $ 67 $ 3,734 $ 42,098 Purchases from SemGroup $ 1,911 $ 5,052 $ 5,874 $ 50,355 Sales to equity method investees $ 95 $ 1,676 $ 595 $ 4,762 Purchases from equity method investees $ 33,538 $ 27,153 $ 91,530 $ 82,917 Sales to entities affiliated with management $ 53 $ 91 $ 205 $ 289 Purchases from entities affiliated with management $ 2,580 $ 6,709 $ 14,316 $ 30,103 |
Schedule of accounts receivable from affiliates | Accounts receivable from affiliates consist of the following at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Receivables from SemGroup $ 19,957 $ 1,166 Receivables from equity method investees 13 14,446 Receivables from entities affiliated with management 38 13 Total $ 20,008 $ 15,625 |
Schedule of accounts payable to affiliates | Accounts payable to affiliates consist of the following at the dates indicated: December 31, 2016 March 31, 2016 (in thousands) Payables to SemGroup $ 20,493 $ 1,823 Payables to equity method investees 1,431 3,947 Payables to entities affiliated with management 993 1,423 Total $ 22,917 $ 7,193 |
Unaudited Condensed Consolida38
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information [Abstract] | |
Schedule of Unaudited Condensed Consolidating Balance Sheets | 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 December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 23,811 $ — $ 3,058 $ 2,058 $ — $ 28,927 Accounts receivable-trade, net of allowance for doubtful accounts — — 759,627 5,663 — 765,290 Accounts receivable-affiliates — — 20,008 — — 20,008 Inventories — — 613,223 770 — 613,993 Prepaid expenses and other current assets — — 133,874 611 — 134,485 Total current assets 23,811 — 1,529,790 9,102 — 1,562,703 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,656,110 90,815 — 1,746,925 GOODWILL — — 1,441,105 21,011 — 1,462,116 INTANGIBLE ASSETS, net of accumulated amortization — — 1,149,863 14,886 — 1,164,749 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 187,514 — — 187,514 NET INTERCOMPANY RECEIVABLES (PAYABLES) 1,936,935 — (1,916,242 ) (20,693 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,721,152 — 75,451 — (1,796,603 ) — LOAN RECEIVABLE-AFFILIATE — — 2,700 — — 2,700 OTHER NONCURRENT ASSETS — — 251,204 165 — 251,369 Total assets $ 3,681,898 $ — $ 4,377,495 $ 115,286 $ (1,796,603 ) $ 6,378,076 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 648,326 $ 2,560 $ — $ 650,886 Accounts payable-affiliates 1 — 22,827 89 — 22,917 Accrued expenses and other payables 24,426 — 170,401 1,206 — 196,033 Advance payments received from customers — — 62,745 764 — 63,509 Current maturities of long-term debt — — 33,128 373 — 33,501 Total current liabilities 24,427 — 937,427 4,992 — 966,846 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,678,070 — 1,537,387 1,048 — 3,216,505 OTHER NONCURRENT LIABILITIES — — 181,529 4,751 — 186,280 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 61,170 — — — — 61,170 EQUITY: Partners’ equity 1,918,231 — 1,721,059 104,685 (1,825,647 ) 1,918,328 Accumulated other comprehensive income (loss) — — 93 (190 ) — (97 ) Noncontrolling interests — — — — 29,044 29,044 Total equity 1,918,231 — 1,721,152 104,495 (1,796,603 ) 1,947,275 Total liabilities and equity $ 3,681,898 $ — $ 4,377,495 $ 115,286 $ (1,796,603 ) $ 6,378,076 |
Schedule of Unaudited Condensed Consolidating Statements of Operations | Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 9,142,575 $ 33,718 $ (2,144 ) $ 9,174,149 COST OF SALES — — 8,720,039 5,297 (2,144 ) 8,723,192 OPERATING COSTS AND EXPENSES: Operating — — 212,542 12,866 — 225,408 General and administrative — — 87,402 675 — 88,077 Depreciation and amortization — — 152,140 8,136 — 160,276 Gain on disposal or impairment of assets, net — — (203,406 ) (27 ) — (203,433 ) Operating Income — — 173,858 6,771 — 180,629 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 1,726 — — 1,726 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (58,907 ) — (46,238 ) (551 ) 380 (105,316 ) Gain on early extinguishment of liabilities 8,614 — 22,276 — — 30,890 Other income, net — — 26,196 44 (380 ) 25,860 (Loss) Income Before Income Taxes (50,293 ) — 163,453 6,264 — 119,424 INCOME TAX EXPENSE — — (2,036 ) — — (2,036 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 161,590 — 173 — (161,763 ) — Net Income 111,297 — 161,590 6,264 (161,763 ) 117,388 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (6,091 ) (6,091 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (20,958 ) (20,958 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (180 ) (180 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 111,297 $ — $ 161,590 $ 6,264 $ (188,992 ) $ 90,159 Three Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 3,393,541 $ 14,249 $ (1,149 ) $ 3,406,641 COST OF SALES — — 3,226,175 2,996 (1,149 ) 3,228,022 OPERATING COSTS AND EXPENSES: Operating — — 72,911 4,070 — 76,981 General and administrative — — 18,090 190 — 18,280 Depreciation and amortization — — 58,091 2,676 — 60,767 Loss (gain) on disposal or impairment of assets, net — — 37 (3 ) — 34 Operating Income — — 18,237 4,320 — 22,557 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 1,279 — — 1,279 Interest expense (26,217 ) — (15,340 ) (98 ) 219 (41,436 ) Other income, net — — 20,206 20 (219 ) 20,007 (Loss) Income Before Income Taxes (26,217 ) — 24,382 4,242 — 2,407 INCOME TAX EXPENSE — — (1,114 ) — — (1,114 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 27,193 — 3,925 — (31,118 ) — Net Income 976 — 27,193 4,242 (31,118 ) 1,293 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (317 ) (317 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (8,906 ) (8,906 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (22 ) (22 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 976 $ — $ 27,193 $ 4,242 $ (40,363 ) $ (7,952 ) As Restated Nine Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 9,290,209 $ 155,377 $ (28,916 ) $ 9,416,670 COST OF SALES — — 8,769,526 21,087 (28,736 ) 8,761,877 OPERATING COSTS AND EXPENSES: Operating — — 243,084 65,037 (180 ) 307,941 General and administrative — — 99,022 15,792 — 114,814 Depreciation and amortization — — 137,208 38,564 — 175,772 Loss (gain) on disposal or impairment of assets, net — — 3,199 (159 ) — 3,040 Revaluation of liabilities — — (46,416 ) — — (46,416 ) Operating Income — — 84,586 15,056 — 99,642 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 3,284 10,724 — 14,008 Interest expense (53,544 ) — (39,112 ) (6,125 ) 232 (98,549 ) Other income, net — — 2,832 341 (232 ) 2,941 (Loss) Income Before Income Taxes (53,544 ) — 51,590 19,996 — 18,042 INCOME TAX BENEFIT (EXPENSE) — — 1,915 (69 ) — 1,846 EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 58,747 — 5,242 — (63,989 ) — Net Income 5,203 — 58,747 19,927 (63,989 ) 19,888 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (14,685 ) (14,685 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (47,798 ) (47,798 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 5,203 $ — $ 58,747 $ 19,927 $ (126,472 ) $ (42,595 ) As Restated Three Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 2,639,958 $ 54,756 $ (9,708 ) $ 2,685,006 COST OF SALES — — 2,436,088 7,065 (9,653 ) 2,433,500 OPERATING COSTS AND EXPENSES: Operating — — 82,761 22,015 (55 ) 104,721 General and administrative — — 17,814 5,221 — 23,035 Depreciation and amortization — — 46,663 12,517 — 59,180 Loss (gain) on disposal or impairment of assets, net — — 1,484 (156 ) — 1,328 Revaluation of liabilities — — (19,312 ) — — (19,312 ) Operating Income — — 74,460 8,094 — 82,554 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 412 2,446 — 2,858 Interest expense (17,830 ) — (16,768 ) (1,662 ) 84 (36,176 ) Other income, net — — 2,141 104 (84 ) 2,161 (Loss) Income Before Income Taxes (17,830 ) — 60,245 8,982 — 51,397 INCOME TAX EXPENSE — — (371 ) (31 ) — (402 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 61,987 — 2,113 — (64,100 ) — Net Income 44,157 — 61,987 8,951 (64,100 ) 50,995 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (6,838 ) (6,838 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (16,239 ) (16,239 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 44,157 $ — $ 61,987 $ 8,951 $ (87,177 ) $ 27,918 |
Schedule of Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) | Three Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 976 $ — $ 27,193 $ 4,242 $ (31,118 ) $ 1,293 Other comprehensive inco me (loss) — — 568 (23 ) — 545 Comprehensive income $ 976 $ — $ 27,761 $ 4,219 $ (31,118 ) $ 1,838 As Restated Three Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 44,157 $ — $ 61,987 $ 8,951 $ (64,100 ) $ 50,995 Other comprehensive loss — — — (12 ) — (12 ) Comprehensive income $ 44,157 $ — $ 61,987 $ 8,939 $ (64,100 ) $ 50,983 Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 111,297 $ — $ 161,590 $ 6,264 $ (161,763 ) $ 117,388 Other comprehensive inco me (loss) — — 93 (33 ) — 60 Comprehensive income $ 111,297 $ — $ 161,683 $ 6,231 $ (161,763 ) $ 117,448 As Restated Nine Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 5,203 $ — $ 58,747 $ 19,927 $ (63,989 ) $ 19,888 Other comprehensive loss — — — (39 ) — (39 ) Comprehensive income $ 5,203 $ — $ 58,747 $ 19,888 $ (63,989 ) $ 19,849 |
Schedule of Unaudited Condensed Consolidating Statements of Cash Flows | Nine Months Ended December 31, 2015 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (52,989 ) $ — $ 276,244 $ 69,879 $ 293,134 INVESTING ACTIVITIES: Capital expenditures — — (439,476 ) (57,671 ) (497,147 ) Acquisitions, net of cash acquired (624 ) — (184,852 ) (1,880 ) (187,356 ) Cash flows from settlements of commodity derivatives — — 92,216 — 92,216 Proceeds from sales of assets — — 4,979 2 4,981 Investments in unconsolidated entities — — (3,647 ) (4,726 ) (8,373 ) Distributions of capital from unconsolidated entities — — 8,761 5,282 14,043 Loan for natural gas liquids facility — — (3,913 ) — (3,913 ) Payments on loan for natural gas liquids facility — — 5,552 — 5,552 Loan to affiliate — — (15,621 ) — (15,621 ) Payments on loan to affiliate — — 517 — 517 Net cash used in investing activities (624 ) — (535,484 ) (58,993 ) (595,101 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 1,961,000 81,100 2,042,100 Payments on revolving credit facilities — — (1,431,000 ) (83,100 ) (1,514,100 ) Proceedings from borrowings under other long-term debt — — 45,873 7,350 53,223 Payments on other long-term debt — — (3,579 ) (70 ) (3,649 ) Debt issuance costs (3,209 ) — (5,226 ) (1,249 ) (9,684 ) Contributions from general partner 54 — — — 54 Contributions from noncontrolling interest owners, net — — — 10,037 10,037 Distributions to partners (238,414 ) — — — (238,414 ) Distributions to noncontrolling interest owners — — — (26,638 ) (26,638 ) Taxes paid on behalf of equity incentive plan participants — — (19,303 ) — (19,303 ) Common unit repurchases (7,707 ) — — — (7,707 ) Net changes in advances with consolidated entities 295,204 — (295,999 ) 795 — Other — — (34 ) (42 ) (76 ) Net cash provided by (used in) financing activities 45,928 — 251,732 (11,817 ) 285,843 Net decrease in cash and cash equivalents (7,685 ) — (7,508 ) (931 ) (16,124 ) Cash and cash equivalents, beginning of period 29,115 — 9,757 2,431 41,303 Cash and cash equivalents, end of period $ 21,430 $ — $ 2,249 $ 1,500 $ 25,179 Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash used in operating activities $ (48,850 ) $ — $ (65,943 ) $ (2,872 ) $ (117,665 ) INVESTING ACTIVITIES: Capital expenditures — — (257,734 ) (6,846 ) (264,580 ) Acquisitions, net of cash acquired — — (116,153 ) (11,360 ) (127,513 ) Cash flows from settlements of commodity derivatives — — (82,815 ) — (82,815 ) Proceeds from sales of assets — — 14,136 59 14,195 Proceeds from sale of TLP common units — — 112,370 — 112,370 Proceeds from sale of freshwater supply company — — — 22,000 22,000 Distributions of capital from unconsolidated entities — — 7,608 — 7,608 Payments on loan for natural gas liquids facility — — 6,585 — 6,585 Loan to affiliate — — (2,700 ) — (2,700 ) Payments on loan to affiliate — — 655 — 655 Payment to terminate development agreement — — (16,875 ) — (16,875 ) Net cash (used in) provided by investing activities — — (334,923 ) 3,853 (331,070 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 1,176,000 — 1,176,000 Payments on revolving credit facilities — — (1,510,500 ) — (1,510,500 ) Issuance of senior notes 700,000 — — — 700,000 Repurchases of senior notes (15,129 ) — — — (15,129 ) Payments on other long-term debt — — (6,359 ) (190 ) (6,549 ) Debt issuance costs (12,536 ) — (72 ) — (12,608 ) Contributions from general partner 59 — — — 59 Contributions from noncontrolling interest owners, net — — — 639 639 Distributions to partners (132,135 ) — — — (132,135 ) Distributions to noncontrolling interest owners — — — (3,292 ) (3,292 ) Proceeds from sale of convertible preferred units and warrants, net of offering costs 234,989 — — — 234,989 Proceeds from sale of common units, net of offering costs 43,896 — — — 43,896 Payments for the early extinguishment of liabilities — — (25,884 ) — (25,884 ) Net changes in advances with consolidated entities (772,232 ) — 769,955 2,277 — Net cash provided by financing activities 46,912 — 403,140 (566 ) 449,486 Net (decrease) increase in cash and cash equivalents (1,938 ) — 2,274 415 751 Cash and cash equivalents, beginning of period 25,749 — 784 1,643 28,176 Cash and cash equivalents, end of period $ 23,811 $ — $ 3,058 $ 2,058 $ 28,927 |
Organization and Operations (De
Organization and Operations (Details) | Dec. 31, 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 | 28 |
Significant Accounting Polici40
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues [Abstract] | ||||
Amortization of contract liabilities to revenues | $ 1.2 | $ 1.5 | $ 3.7 | $ 4.4 |
Significant Accounting Polici41
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Inventories | ||
Crude oil | $ 95,011 | $ 84,030 |
Natural gas liquids: | ||
Propane | 86,909 | 28,639 |
Butane | 22,452 | 8,461 |
Other | 4,724 | 6,011 |
Refined products: | ||
Gasoline | 164,570 | 80,569 |
Diesel | 177,039 | 99,398 |
Renewables | 53,563 | 52,458 |
Other | 9,725 | 8,240 |
Total | $ 613,993 | $ 367,806 |
Significant Accounting Polici42
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Apr. 01, 2016 | Dec. 31, 2016 | Jun. 03, 2016 | Mar. 31, 2016 |
Investments in Unconsolidated Entities | ||||
Carrying Value | $ 187,514 | $ 219,550 | ||
Freshwater supply company | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 35.00% | |||
Ownership interest acquired | 65.00% | |||
Glass Mountain | ||||
Investments in Unconsolidated Entities | ||||
Fair value in excess of historical net book value | $ 73,100 | |||
Glass Mountain | Crude oil logistics | Operating segment | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 50.00% | |||
Carrying Value | $ 172,065 | $ 179,594 | ||
Ethanol production facility | Refined products and renewables | Operating segment | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 19.00% | |||
Carrying Value | $ 12,921 | 12,570 | ||
Water treatment and disposal facility | Water solutions | Operating segment | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 50.00% | |||
Carrying Value | $ 2,159 | 2,238 | ||
Retail propane company | Retail propane | Operating segment | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 50.00% | |||
Carrying Value | $ 369 | 972 | ||
TLP | ||||
Investments in Unconsolidated Entities | ||||
Proceeds from sale of equity method investment | $ 112,400 | |||
Gain on disposal of equity method investment | $ 104,100 | |||
TLP | Refined products and renewables | Operating segment | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 0.00% | |||
Carrying Value | $ 0 | 8,301 | ||
Freshwater supply company | Water solutions | Operating segment | ||||
Investments in Unconsolidated Entities | ||||
Ownership interest | 100.00% | |||
Carrying Value | $ 0 | $ 15,875 |
Significant Accounting Polici43
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | Dec. 31, 2016USD ($)bbl | Mar. 31, 2016USD ($)bbl |
Other Assets, Noncurrent [Abstract] | ||
Loan receivable | $ 42,410 | $ 49,827 |
Tank bottoms | 42,044 | 42,044 |
Line fill | 43,015 | 35,060 |
Other | 123,900 | 49,108 |
Total | $ 251,369 | $ 176,039 |
Number of barrels of refined product | bbl | 366,212 | 366,212 |
Number of barrels of crude oil | bbl | 582,807 | 487,104 |
Significant Accounting Polici44
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Accounting Policies [Abstract] | ||
Accrued compensation and benefits | $ 16,539 | $ 40,517 |
Excise and other tax liabilities | 55,451 | 59,455 |
Derivative liabilities | 40,813 | 28,612 |
Accrued interest | 27,767 | 20,543 |
Product exchange liabilities | 9,355 | 5,843 |
Deferred gain on sale of general partner interest in TLP | 30,113 | 30,113 |
Other | 15,995 | 29,343 |
Total | $ 196,033 | $ 214,426 |
Significant Accounting Polici45
Significant Accounting Policies Significant Accounting Policies - Sale of General Partner Interest in TLP (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Mar. 31, 2016 |
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 | $ 30,113 | $ 30,113 | $ 30,113 | |
General Partner Interest in TLP | ||||
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 | 22,600 | ||
General Partner Interest in TLP | 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 | 30,100 | ||
General Partner Interest in TLP | 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 | $ 146,800 | $ 146,800 |
Income (Loss) Per Common Unit46
Income (Loss) Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income (Loss) Per Common Unit | ||||
Net income | $ 1,293 | $ 50,995 | $ 117,388 | $ 19,888 |
Less: Net income attributable to noncontrolling interests | (317) | (6,838) | (6,091) | (14,685) |
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 976 | 44,157 | 111,297 | 5,203 |
Less: Distributions to preferred unitholders | (8,906) | 0 | (20,958) | 0 |
Less: Net income allocated to general partner | (22) | (16,239) | (180) | (47,798) |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | (7,952) | 27,918 | 90,159 | (42,595) |
Effect of dilutive securities | 0 | (3,967) | 0 | 0 |
Net (loss) income allocated to common unitholders (diluted) | $ (7,952) | $ 23,951 | $ 90,159 | $ (42,595) |
Basic (loss) income per common unit (in dollars per unit) | $ (0.07) | $ 0.27 | $ 0.85 | $ (0.41) |
Diluted (loss) income per common unit (in dollars per unit) | $ (0.07) | $ 0.22 | $ 0.82 | $ (0.41) |
Basic weighted average common units outstanding (in units) | 107,966,901 | 105,338,200 | 106,114,668 | 104,808,649 |
Diluted weighted average common units outstanding (in units) | 107,966,901 | 106,194,547 | 109,554,928 | 104,808,649 |
Common units | ||||
Income (Loss) Per Common Unit | ||||
Basic (loss) income per common unit (in dollars per unit) | $ (0.07) | $ 0.27 | $ 0.85 | $ (0.41) |
Diluted (loss) income per common unit (in dollars per unit) | $ (0.07) | $ 0.22 | $ 0.82 | $ (0.41) |
Basic weighted average common units outstanding (in units) | 107,966,901 | 105,338,200 | 106,114,668 | 104,808,649 |
Diluted weighted average common units outstanding (in units) | 107,966,901 | 106,194,547 | 109,554,928 | 104,808,649 |
Common units | Performance awards | ||||
Income (Loss) Per Common Unit | ||||
Weighted average number diluted shares outstanding adjustment (in units) | 0 | 0 | 111,826 | 0 |
Common units | Restricted units | ||||
Income (Loss) Per Common Unit | ||||
Weighted average number diluted shares outstanding adjustment (in units) | 0 | 856,347 | 0 | 0 |
Common units | Warrant | ||||
Income (Loss) Per Common Unit | ||||
Weighted average number diluted shares outstanding adjustment (in units) | 0 | 0 | 3,328,434 | 0 |
Acquisitions - Water Solutions
Acquisitions - Water Solutions Facilities (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2016USD ($)facility | Dec. 31, 2016USD ($)facility | Mar. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,462,116 | $ 1,315,362 | |
Water Solutions Acquisitions 2017 Acquisitions | |||
Business Acquisition [Line Items] | |||
Number of businesses acquired | facility | 3 | ||
Cash paid | $ 26,900 | ||
Contingent consideration liability | 2,600 | ||
Unfavorable lease liability | 2,800 | ||
Property, plant and equipment | 15,636 | ||
Goodwill | 12,918 | ||
Intangible assets | 3,878 | ||
Current liabilities | (314) | ||
Other noncurrent liabilities | (5,222) | ||
Fair value of net assets acquired | 26,896 | ||
Water Solutions Facilities2016 Acquisitions Accounting Completed | |||
Business Acquisition [Line Items] | |||
Business combination number for which acquisition accounting is completed | facility | 9 | ||
Adjustment, property, plant, and equipment | $ 1,400 | ||
Adjustment, accrued expenses and other payables | $ 1,000 |
Acquisitions - Acquisition of R
Acquisitions - Acquisition of Remaining Interest in Water Solutions Facilities (Details) $ in Thousands | Sep. 15, 2016USD ($)facility | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||
Carrying value of noncontrolling interest | $ 12,817 | |
Water Solutions Facility 2017 Acquisitions | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | facility | 3 | |
Ownership interest acquired | 25.00% | |
Payments to acquire additional interest | $ 10,000 | |
Carrying value of noncontrolling interest | $ 7,400 |
Acquisitions - Water Pipeline C
Acquisitions - Water Pipeline Company (Details) - USD ($) $ in Thousands | Jun. 03, 2016 | Dec. 31, 2016 | Jan. 07, 2016 |
Business Acquisition [Line Items] | |||
Carrying value of noncontrolling interest | $ 12,817 | ||
Adjustment, other noncurrent liabilities | 713 | ||
Water Pipeline Company | |||
Business Acquisition [Line Items] | |||
Ownership interest acquired | 24.50% | 57.125% | |
Carrying value of noncontrolling interest | $ 5,200 | ||
Adjustment, other noncurrent liabilities | 300 | ||
Adjustment, accrued expenses and other payables | 1,000 | ||
Water Pipeline Company | Rights-of-way | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 1,100 |
Acquisitions - Freshwater Suppl
Acquisitions - Freshwater Supply Company (Details) - USD ($) $ in Thousands | Nov. 29, 2016 | Jun. 03, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2016 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Proceeds from sale of freshwater supply company | $ 22,000 | $ 0 | ||||
Freshwater 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 | (14,900) | |||||
Bargain purchase gain | $ 600 | |||||
Current assets | $ 1,713 | |||||
Property, plant and equipment | 8,874 | |||||
Intangible assets | 14,472 | |||||
Current liabilities | (2,765) | |||||
Notes payable-intercompany | (19,900) | |||||
Fair value of net assets acquired | $ 2,394 | |||||
Water solutions | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from sale of freshwater supply company | $ 22,000 | |||||
Gain (loss) on disposition of freshwater supply company | $ 2,300 |
Acquisitions - Retail Propane B
Acquisitions - Retail Propane Businesses (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2016USD ($)businessfacilityshares | Mar. 31, 2016USD ($) | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,462,116 | $ 1,315,362 |
Retail Propane Business2017 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | facility | 4 | |
Cash paid | $ 81,000 | |
Number of units issued | shares | 218,617 | |
Equity issued | $ 4,000 | |
Current assets | 4,467 | |
Property, plant and equipment | 35,219 | |
Goodwill | 10,286 | |
Intangible assets | 43,860 | |
Current liabilities | (6,621) | |
Other noncurrent liabilities | (2,207) | |
Fair value of net assets acquired | $ 85,004 | |
Retail propane 2016 acquisitions | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | business | 5 | |
Adjustment, accrued expenses and other payables | $ 500 |
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% |
Property, Plant and Equipment53
Property, Plant and Equipment (Details) bbl in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2016USD ($)bbl | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)bbl | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($)bbl | |
Property, Plant and Equipment | |||||
Gross property, plant and equipment | $ 2,095,061 | $ 2,095,061 | $ 1,916,063 | ||
Accumulated depreciation | (348,136) | (348,136) | (266,491) | ||
Net property, plant and equipment | 1,746,925 | 1,746,925 | 1,649,572 | ||
Depreciation expense | 32,039 | $ 35,443 | 88,396 | $ 105,707 | |
Capitalized interest expense | 1,429 | 761 | 6,233 | 1,451 | |
Operating segment | Loss on disposal or impairment of assets, net | |||||
Property, Plant and Equipment | |||||
Loss on sales and write-down of certain assets | 5,200 | $ 200 | 16,000 | $ 1,900 | |
Natural gas liquids terminal and storage assets | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | 171,186 | $ 171,186 | 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 | ||||
Pipeline and related facilities | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | 220,207 | $ 220,207 | 0 | ||
Pipeline and related facilities | Minimum | |||||
Property, Plant and Equipment | |||||
Useful life | 30 years | ||||
Pipeline and related facilities | Maximum | |||||
Property, Plant and Equipment | |||||
Useful life | 40 years | ||||
Refined products terminal assets and equipment | |||||
Property, Plant and Equipment | |||||
Useful life | 20 years | ||||
Gross property, plant and equipment | 6,736 | $ 6,736 | 6,844 | ||
Retail propane equipment | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | 233,643 | $ 233,643 | 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 | |||||
Gross property, plant and equipment | 196,798 | $ 196,798 | 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 | |||||
Gross property, plant and equipment | 550,928 | $ 550,928 | 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 | |||||
Gross property, plant and equipment | 182,872 | $ 182,872 | 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 | |||||
Gross property, plant and equipment | 89,084 | $ 89,084 | 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 | |||||
Gross property, plant and equipment | 41,298 | $ 41,298 | 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 | |||||
Gross property, plant and equipment | 150,966 | $ 150,966 | 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 | |||||
Gross property, plant and equipment | 49,276 | $ 49,276 | 47,114 | ||
Tank bottoms | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | 12,093 | 12,093 | 20,355 | ||
Tank bottoms | Crude oil | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | $ 11,108 | $ 11,108 | $ 19,348 | ||
Volume of property, plant and equipment | bbl | 132 | 132 | 231 | ||
Tank bottoms | Other | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | $ 985 | $ 985 | $ 1,007 | ||
Volume of property, plant and equipment | bbl | 27 | 27 | 24 | ||
Other | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | $ 47,051 | $ 47,051 | $ 11,699 | ||
Other | Minimum | |||||
Property, Plant and Equipment | |||||
Useful life | 3 years | ||||
Other | Maximum | |||||
Property, Plant and Equipment | |||||
Useful life | 30 years | ||||
Construction in progress | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | $ 142,923 | $ 142,923 | $ 383,032 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | |
Goodwill | |||
Goodwill at the beginning of the period | $ 1,315,362 | $ 1,315,362 | |
Revisions to acquisition accounting (Note 4) | (1,112) | ||
Acquisitions (Note 4) | 23,204 | ||
Adjustment to initial impairment estimate | 124,662 | ||
Goodwill at the end of the period | $ 1,315,362 | 1,462,116 | |
Crude oil logistics | |||
Goodwill | |||
Goodwill at the beginning of the period | 579,846 | 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 | 290,915 | |
Revisions to acquisition accounting (Note 4) | (1,110) | ||
Acquisitions (Note 4) | 12,918 | ||
Adjustment to initial impairment estimate | 124,700 | 124,662 | |
Goodwill at the end of the period | 290,915 | 427,385 | |
Goodwill impairment charge | 380,200 | ||
Liquids | |||
Goodwill | |||
Goodwill at the beginning of the period | 266,046 | 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 | 127,428 | |
Revisions to acquisition accounting (Note 4) | (2) | ||
Acquisitions (Note 4) | 10,286 | ||
Goodwill at the end of the period | 127,428 | 137,712 | |
Refined products and renewables | |||
Goodwill | |||
Goodwill at the beginning of the period | $ 51,127 | 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 | Dec. 31, 2016 | Mar. 31, 2016 |
Amortizable | ||||
Finite-lived intangible assets, gross | $ 1,534,086 | $ 1,085,958 | ||
Accumulated amortization | 388,517 | 316,878 | ||
Finite-lived intangible assets, net | 1,145,569 | 769,080 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,164,749 | 1,148,890 | ||
Non-Amortizable | ||||
Indefinite-lived intangible assets | 19,180 | 379,810 | ||
Gross carrying amount of intangible assets | $ 1,553,266 | 1,465,768 | ||
Weighted average remaining amortization period | 9 years 1 month 20 days | |||
Water solutions | ||||
Amortizable | ||||
Amortizable life | 2 years | |||
Customer commitments | ||||
Non-Amortizable | ||||
Indefinite-lived intangible assets | 310,000 | |||
Rights-of-way and easements | ||||
Non-Amortizable | ||||
Indefinite-lived intangible assets | $ 0 | 47,190 | ||
Trade names | ||||
Non-Amortizable | ||||
Indefinite-lived intangible assets | 19,180 | 22,620 | ||
Trade names | Operating segment | Water solutions | ||||
Non-Amortizable | ||||
Write off of intangible asset | $ 5,200 | |||
Customer relationships | ||||
Amortizable | ||||
Finite-lived intangible assets, gross | 889,496 | 852,118 | ||
Accumulated amortization | 294,652 | 233,838 | ||
Finite-lived intangible assets, net | $ 594,844 | 618,280 | ||
Customer relationships | Minimum | ||||
Amortizable | ||||
Amortizable life | 3 years | |||
Customer relationships | Maximum | ||||
Amortizable | ||||
Amortizable life | 20 years | |||
Customer commitments | ||||
Amortizable | ||||
Amortizable life | 10 years | |||
Finite-lived intangible assets, gross | $ 310,000 | 0 | ||
Accumulated amortization | 5,167 | 0 | ||
Finite-lived intangible assets, net | $ 304,833 | 0 | ||
Pipeline capacity rights | ||||
Amortizable | ||||
Amortizable life | 30 years | |||
Finite-lived intangible assets, gross | $ 161,786 | 119,636 | ||
Accumulated amortization | 10,304 | 6,559 | ||
Finite-lived intangible assets, net | 151,482 | 113,077 | ||
Rights-of-way and easements | ||||
Amortizable | ||||
Finite-lived intangible assets, gross | 61,888 | 0 | ||
Accumulated amortization | 1,295 | 0 | ||
Finite-lived intangible assets, net | $ 60,593 | 0 | ||
Rights-of-way and easements | Minimum | ||||
Amortizable | ||||
Amortizable life | 1 year | |||
Rights-of-way and easements | Maximum | ||||
Amortizable | ||||
Amortizable life | 40 years | |||
Water facility development agreement | ||||
Amortizable | ||||
Amortizable life | 5 years | |||
Finite-lived intangible assets, gross | $ 0 | 14,000 | ||
Accumulated amortization | 0 | 7,700 | ||
Finite-lived intangible assets, net | 0 | 6,300 | ||
Water facility development agreement | Operating segment | Water solutions | ||||
Non-Amortizable | ||||
Write off of intangible asset | $ 5,800 | |||
Executory contracts and other agreements | ||||
Amortizable | ||||
Finite-lived intangible assets, gross | 22,713 | 23,920 | ||
Accumulated amortization | 20,114 | 21,075 | ||
Finite-lived intangible assets, net | $ 2,599 | 2,845 | ||
Executory contracts and other agreements | Minimum | ||||
Amortizable | ||||
Amortizable life | 5 years | |||
Executory contracts and other agreements | Maximum | ||||
Amortizable | ||||
Amortizable life | 30 years | |||
Non-compete agreements | ||||
Amortizable | ||||
Finite-lived intangible assets, gross | $ 32,784 | 20,903 | ||
Accumulated amortization | 16,395 | 13,564 | ||
Finite-lived intangible assets, net | $ 16,389 | 7,339 | ||
Non-compete agreements | Minimum | ||||
Amortizable | ||||
Amortizable life | 2 years | |||
Non-compete agreements | Maximum | ||||
Amortizable | ||||
Amortizable life | 32 years | |||
Trade names | ||||
Amortizable | ||||
Finite-lived intangible assets, gross | $ 15,439 | 15,439 | ||
Accumulated amortization | 13,305 | 12,034 | ||
Finite-lived intangible assets, net | $ 2,134 | 3,405 | ||
Trade names | Minimum | ||||
Amortizable | ||||
Amortizable life | 1 year | |||
Trade names | Maximum | ||||
Amortizable | ||||
Amortizable life | 10 years | |||
Debt issuance costs | ||||
Amortizable | ||||
Amortizable life | 3 years | |||
Finite-lived intangible assets, gross | $ 39,980 | 39,942 | ||
Accumulated amortization | 27,285 | 22,108 | ||
Finite-lived intangible assets, net | $ 12,695 | $ 17,834 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Amortization related to intangible assets | |||||
Amortization expense | $ 32,202 | $ 30,272 | $ 82,155 | $ 82,955 | |
Future amortization expense of intangible assets | |||||
2017 (three months) | 33,822 | 33,822 | |||
2,018 | 132,843 | 132,843 | |||
2,019 | 123,129 | 123,129 | |||
2,020 | 115,343 | 115,343 | |||
2,021 | 102,541 | 102,541 | |||
Thereafter | 637,891 | 637,891 | |||
Finite-lived intangible assets, net | 1,145,569 | 1,145,569 | $ 769,080 | ||
Depreciation and amortization | |||||
Amortization related to intangible assets | |||||
Amortization expense | 28,728 | 23,737 | 71,880 | 70,065 | |
Cost of sales | |||||
Amortization related to intangible assets | |||||
Amortization expense | 1,753 | 1,701 | 5,098 | 5,102 | |
Interest expense | |||||
Amortization related to intangible assets | |||||
Amortization expense | $ 1,721 | $ 4,834 | $ 5,177 | $ 7,788 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | Oct. 24, 2016USD ($) | Oct. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Jul. 09, 2014USD ($) | Oct. 16, 2013USD ($) | Jun. 19, 2012USD ($) |
Long-Term Debt | |||||||||||
Face amount | $ 3,274,580 | $ 3,274,580 | $ 2,936,244 | ||||||||
Face amount, current portion | 33,501 | 33,501 | 7,907 | ||||||||
Face amount, long-term | 3,241,079 | 3,241,079 | 2,928,337 | ||||||||
Unamortized debt issuance costs | (24,574) | (24,574) | (15,500) | ||||||||
Book value | 3,250,006 | 3,250,006 | 2,920,744 | ||||||||
Book value, current | 33,501 | 33,501 | 7,907 | ||||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 3,216,505 | 3,216,505 | 2,912,837 | ||||||||
Amortization of debt issuance costs | 1,200 | $ 800 | 3,000 | $ 2,400 | |||||||
Repurchases of senior notes | 15,129 | $ 0 | |||||||||
Expected Future Amortization of Debt Issuance Costs [Abstract] | |||||||||||
2017 (three months) | 1,304 | 1,304 | |||||||||
2,018 | 5,077 | 5,077 | |||||||||
2,019 | 4,937 | 4,937 | |||||||||
2,020 | 3,953 | 3,953 | |||||||||
2,021 | 3,539 | 3,539 | |||||||||
Thereafter | 5,764 | 5,764 | |||||||||
Total | 24,574 | 24,574 | |||||||||
Revolving Credit Facility | |||||||||||
Long-Term Debt | |||||||||||
Long-term line of credit | $ 1,500,000 | $ 1,500,000 | |||||||||
Interest rate | 3.39% | 3.39% | |||||||||
Revolving Credit Facility | |||||||||||
Long-Term Debt | |||||||||||
Maximum borrowing capacity | $ 2,484,000 | $ 2,484,000 | |||||||||
Increased borrowing capacity with the exercise of accordion feature | 150,000 | $ 150,000 | |||||||||
Actual leverage ratio | 4.50 | ||||||||||
Actual interest coverage ratio | 3.94 | ||||||||||
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 | 4.75 | ||||||||||
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 | 1.75% | ||||||||||
Revolving Credit Facility | LIBOR option | |||||||||||
Long-Term Debt | |||||||||||
Interest rate margin added to variable rate base | 2.50% | ||||||||||
Reference rate | 0.74% | ||||||||||
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 | 2.75% | ||||||||||
Revolving Credit Facility | Prime Rate | |||||||||||
Long-Term Debt | |||||||||||
Interest rate margin added to variable rate base | 1.50% | ||||||||||
Reference rate | 3.75% | ||||||||||
Revolving Credit Facility | Expansion Capital Facility | |||||||||||
Long-Term Debt | |||||||||||
Face amount | 638,000 | $ 638,000 | 1,229,500 | ||||||||
Unamortized debt issuance costs | 0 | 0 | 0 | ||||||||
Book value | 638,000 | 638,000 | 1,229,500 | ||||||||
Long-term line of credit | 1,446,000 | 1,446,000 | |||||||||
Revolving Credit Facility | Working Capital Facility | |||||||||||
Long-Term Debt | |||||||||||
Face amount | 875,500 | 875,500 | 618,500 | ||||||||
Unamortized debt issuance costs | 0 | 0 | 0 | ||||||||
Book value | 875,500 | 875,500 | 618,500 | ||||||||
Maximum borrowing capacity | 1,038,000 | 1,038,000 | |||||||||
Outstanding letters of credit | $ 79,600 | $ 79,600 | |||||||||
Revolving Credit Facility | Letters of credit | |||||||||||
Long-Term Debt | |||||||||||
Fixed interest rate | 2.50% | 2.50% | |||||||||
5.125% Senior Notes due 2019 | |||||||||||
Long-Term Debt | |||||||||||
Face amount | $ 383,467 | $ 383,467 | 388,467 | ||||||||
Fixed interest rate | 5.125% | 5.125% | 5.125% | ||||||||
Unamortized debt issuance costs | $ (3,595) | $ (3,595) | (4,681) | ||||||||
Book value | 379,872 | 379,872 | 383,786 | ||||||||
Debt issued | $ 400,000 | ||||||||||
Repurchase amount | 5,000 | 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 | $ 369,063 | 388,289 | ||||||||
Fixed interest rate | 6.875% | 6.875% | 6.875% | ||||||||
Unamortized debt issuance costs | $ (6,186) | $ (6,186) | (7,545) | ||||||||
Book value | 362,877 | 362,877 | 380,744 | ||||||||
Debt issued | $ 450,000 | ||||||||||
Repurchase amount | $ 19,200 | ||||||||||
Gain on early extinguishment of debt | 6,800 | ||||||||||
Write off of debt issuance cost | 400 | ||||||||||
Repurchases of senior notes (excluding payments of accrued interest) | $ 12,000 | ||||||||||
6.650% Senior Notes due 2022 | |||||||||||
Long-Term Debt | |||||||||||
Face amount | $ 250,000 | $ 250,000 | 250,000 | ||||||||
Fixed interest rate | 6.65% | 6.65% | 6.65% | ||||||||
Unamortized debt issuance costs | $ (2,929) | $ (2,929) | (3,166) | ||||||||
Book value | 247,071 | 247,071 | 246,834 | ||||||||
Debt issued | $ 250,000 | ||||||||||
Repayments in semi-annual installments | 25,000 | ||||||||||
7.50% Senior Notes due 2023 | |||||||||||
Long-Term Debt | |||||||||||
Face amount | $ 700,000 | $ 700,000 | 0 | ||||||||
Fixed interest rate | 7.50% | 7.50% | 7.50% | ||||||||
Unamortized debt issuance costs | $ (11,750) | $ (11,750) | 0 | ||||||||
Book value | 688,250 | 688,250 | 0 | ||||||||
Debt issued | $ 700,000 | ||||||||||
Proceeds from unsecured notes payable | 687,900 | ||||||||||
Senior unsecured notes purchaser's discount | $ 10,500 | ||||||||||
Senior notes offering costs | $ 1,600 | ||||||||||
Redeemable percentage of principal amount | 100.00% | ||||||||||
Other long-term debt | |||||||||||
Long-Term Debt | |||||||||||
Face amount | 58,550 | 58,550 | 61,488 | ||||||||
Unamortized debt issuance costs | (114) | (114) | (108) | ||||||||
Book value | $ 58,436 | $ 58,436 | $ 61,380 | ||||||||
Other long-term debt | Minimum | |||||||||||
Long-Term Debt | |||||||||||
Fixed interest rate | 1.17% | 1.17% | |||||||||
Other long-term debt | Maximum | |||||||||||
Long-Term Debt | |||||||||||
Fixed interest rate | 7.08% | 7.08% | |||||||||
First 60 day period following the effectiveness deadline | 7.50% Senior Notes due 2023 | |||||||||||
Long-Term Debt | |||||||||||
Distribution rate, percentage increase | 0.25% | ||||||||||
Each subsequent 30 day period | 7.50% Senior Notes due 2023 | |||||||||||
Long-Term Debt | |||||||||||
Distribution rate, percentage increase | 0.25% |
Long-Term Debt - Maturity Sched
Long-Term Debt - Maturity Schedule (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Maturities | |
2017 (three months) | $ 1,437 |
2,018 | 33,234 |
2,019 | 1,570,606 |
2,020 | 440,061 |
2,021 | 84,902 |
Thereafter | 1,144,340 |
Total | 3,274,580 |
Revolving Credit Facility | |
Maturities | |
2,019 | 1,513,500 |
Total | 1,513,500 |
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 |
7.50% Senior Notes due 2023 | |
Maturities | |
Thereafter | 700,000 |
Total | 700,000 |
Other long-term debt | |
Maturities | |
2017 (three months) | 1,437 |
2,018 | 8,234 |
2,019 | 7,106 |
2,020 | 6,594 |
2,021 | 34,902 |
Thereafter | 277 |
Total | $ 58,550 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Dec. 31, 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 | Dec. 31, 2016USD ($) |
Environmental matter | |
Environmental matters liability | $ 2.4 |
Commitments and Contingencies61
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2016USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at beginning of period | $ 5,574 |
Liabilities incurred | 713 |
Liabilities assumed in acquisitions | 406 |
Liabilities settled | (19) |
Accretion expense | 351 |
Balance at end of period | $ 7,025 |
Commitments and Contingencies62
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Future minimum lease payments | ||||
2017 (three months) | $ 34,952 | $ 34,952 | ||
2,018 | 134,262 | 134,262 | ||
2,019 | 111,760 | 111,760 | ||
2,020 | 100,450 | 100,450 | ||
2,021 | 87,197 | 87,197 | ||
Thereafter | 140,153 | 140,153 | ||
Total | 608,774 | 608,774 | ||
Rental expense | $ 32,000 | $ 25,500 | $ 88,900 | $ 92,600 |
Commitments and Contingencies63
Commitments and Contingencies - Pipeline Capacity Agreements (Details) - Pipeline Capacity Agreements $ in Thousands | Dec. 31, 2016USD ($) |
Future minimum throughput payments | |
2017 (three months) | $ 13,534 |
2,018 | 54,365 |
2,019 | 53,688 |
2,020 | 43,856 |
2,021 | 1,438 |
Thereafter | 599 |
Total | $ 167,480 |
Commitment and Contingencies -
Commitment and Contingencies - Construction Commitments (Details) $ in Millions | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Construction commitments | $ 43.7 |
Commitments and Contingencies65
Commitments and Contingencies - Sales and Purchase Contracts (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Dec. 31, 2016USD ($)bblgal | Mar. 31, 2016USD ($) |
Sales and purchase contracts for natural gas liquids and crude oil | ||
Net asset (liability) | $ 10,066 | $ 29,889 |
Prepaid expenses and other current assets | ||
Sales and purchase contracts for natural gas liquids and crude oil | ||
Net asset (liability) | 50,200 | |
Accrued expenses and other payables | ||
Sales and purchase contracts for natural gas liquids and crude oil | ||
Net asset (liability) | $ 39,900 | |
Natural gas liquids | ||
Sales and purchase contracts for natural gas liquids and crude oil | ||
Fixed-price purchase commitments (in gallons/barrels) | gal | 17,131 | |
Index-price purchase commitments (in gallons/barrels) | gal | 322,711 | |
Fixed-price sale commitments (in gallons/barrels) | gal | 119,108 | |
Index-price sale commitments (in gallons/barrels) | gal | 205,672 | |
Fixed-price purchase commitments | $ 9,504 | |
Index-price purchase commitments | 242,996 | |
Fixed-price sale commitments | 82,791 | |
Index-price sale commitments | $ 197,433 | |
Crude oil | ||
Sales and purchase contracts for natural gas liquids and crude oil | ||
Fixed-price purchase commitments (in gallons/barrels) | bbl | 3,671 | |
Index-price purchase commitments (in gallons/barrels) | bbl | 33,327 | |
Fixed-price sale commitments (in gallons/barrels) | bbl | 4,797 | |
Index-price sale commitments (in gallons/barrels) | bbl | 15,157 | |
Fixed-price purchase commitments | $ 186,499 | |
Index-price purchase commitments | 1,455,775 | |
Fixed-price sale commitments | 240,874 | |
Index-price sale commitments | $ 809,785 |
Equity - Partnership Equity (De
Equity - Partnership Equity (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Mar. 31, 2016 | |
Equity | ||
General partner interest | 0.10% | 0.10% |
Limited partner interest | 99.90% | 99.90% |
General partners' capital account, units issued (in units) | 2,575 | |
Common units issued, net of offering costs | $ 43,896 | |
Common units | ||
Equity | ||
General partner interest | 0.10% | |
Limited partner interest | 99.90% | |
General Partner | ||
Equity | ||
Common units issued, net of offering costs | $ 100 |
Equity - Distribution Policy (D
Equity - Distribution Policy (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2017 | Jan. 19, 2017 | Nov. 14, 2016 | Oct. 20, 2016 | Aug. 12, 2016 | Jul. 22, 2016 | May 13, 2016 | Apr. 21, 2016 |
Subsequent Event [Line Items] | ||||||||
Amount Per Unit (in dollars per share) | $ 0.39 | $ 0.39 | $ 0.39 | |||||
Amount Paid/Payable to Limited Partners | $ 41,907 | $ 41,146 | $ 40,626 | |||||
Amount Paid/Payable to General Partner | $ 72 | $ 71 | $ 70 | |||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount Per Unit (in dollars per share) | $ 0.39 | |||||||
Amount Paid/Payable to Limited Partners | $ 42,923 | |||||||
Amount Paid/Payable to General Partner | $ 74 |
Equity - Class A Convertible Pr
Equity - Class A Convertible Preferred Units (Details) - USD ($) | Jan. 19, 2017 | Oct. 20, 2016 | Jun. 24, 2016 | May 11, 2016 | Apr. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 22, 2016 | Jun. 23, 2016 |
Preferred Units | ||||||||||
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) | 2,552,149 | 1,822,963 | 4,375,112 | 4,375,112 | ||||||
Exercise price (in dollars per unit) | $ 0.01 | |||||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | $ 234,989,000 | $ 0 | ||||||||
Oaktree Capital Management L.P. | ||||||||||
Preferred Units | ||||||||||
Authorized amount | $ 200,000,000 | $ 240,000,000 | ||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | ||||||||||
Preferred Units | ||||||||||
Convertible preferred units dividend rate | 10.75% | |||||||||
Days after quarter end distribution paid | 45 days | |||||||||
Dividends declared, amount | $ 1,800,000 | |||||||||
Preferred units, distributions declared | $ 6,400,000 | |||||||||
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 | $ 235,000,000 | |||||||||
Payments of stock issuance costs | 5,000,000 | |||||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 186,400,000 | |||||||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units | $ 131,500,000 | |||||||||
Conversion period | 3 years | |||||||||
Accretion of beneficial conversion | $ 2,500,000 | $ 6,300,000 | ||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Warrant | ||||||||||
Preferred Units | ||||||||||
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 | ||||||||||
Preferred Units | ||||||||||
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 | ||||||||||
Preferred Units | ||||||||||
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 | ||||||||||
Preferred Units | ||||||||||
Percentage convertible | 33.33% | |||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Subsequent Event | ||||||||||
Preferred Units | ||||||||||
Preferred units, distributions declared | $ 6,400,000 | |||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after first, but prior to the second anniversary of the closing date | ||||||||||
Preferred Units | ||||||||||
Preferred stock redemption premium percentage | 1.40 | |||||||||
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 | ||||||||||
Preferred Units | ||||||||||
Preferred stock redemption premium percentage | 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 | ||||||||||
Preferred Units | ||||||||||
Preferred stock redemption premium percentage | 1.10 | |||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the eighth anniversary of the closing date | ||||||||||
Preferred Units | ||||||||||
Preferred stock redemption premium percentage | 1.01 | |||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Prior to the first anniversary of the closing date | ||||||||||
Preferred Units | ||||||||||
Preferred stock redemption premium percentage | 1.40 | |||||||||
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 | ||||||||||
Preferred Units | ||||||||||
Preferred stock redemption premium percentage | 1.30 | |||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the second anniversary of the closing date | ||||||||||
Preferred Units | ||||||||||
Preferred stock redemption premium percentage | 1.20 | |||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Thereafter | ||||||||||
Preferred Units | ||||||||||
Preferred stock redemption premium percentage | 1.01 | |||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Maximum | ||||||||||
Preferred Units | ||||||||||
Convertible preferred units dividend rate | 11.25% | |||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | First six-month period | ||||||||||
Preferred Units | ||||||||||
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 | ||||||||||
Preferred Units | ||||||||||
Percentage increase in dividend rate | 0.25% | |||||||||
Payment default period | 6 months |
Equity - At-The-Market ("ATM")
Equity - At-The-Market ("ATM") Offering (Details) - USD ($) | Aug. 24, 2016 | Feb. 07, 2017 | Dec. 31, 2016 |
Equity | |||
Aggregate offering price | $ 200,000,000 | ||
Limited partners, common units issued (in units) | 2,353,438 | ||
Proceeds from at the market program | $ 43,900,000 | ||
Limited partners' offering costs | 300,000 | ||
Aggregate offering price remaining for sale | $ 155,400,000 | ||
Subsequent Event | |||
Equity | |||
Proceeds from at the market program | $ 20,500,000 | ||
Limited partners' offering costs | $ 200,000 | ||
Shares issued under the ATM Program | 967,697 |
Equity - Award Activity (Detai
Equity - Award Activity (Details) - USD ($) | 9 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Equity-Based Incentive Compensation | |||
Equity | $ 1,947,275,000 | $ 1,694,065,000 | |
Award activity | |||
Units granted (in units) | 1,008,091 | ||
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) | 3,105,600 | ||
Units vested and issued (in units) | (2,350,082) | ||
Units forfeited (in units) | (339,600) | ||
Unvested restricted units at the end of the period (in units) | 2,713,050 | ||
Service awards | Taxes withheld upon the vesting of restricted units | |||
Equity-Based Incentive Compensation | |||
Share-based arrangements liability reclassified to equity | $ (25,600,000) | ||
Equity | 25,600,000 | ||
Performance awards | |||
Award activity | |||
Unvested restricted units at the beginning of the period (in units) | 637,382 | ||
Units granted (in units) | 932,309 | ||
Units forfeited (in units) | (380,691) | ||
Unvested restricted units at the end of the period (in units) | 1,189,000 | ||
Performance awards | Taxes withheld upon the vesting of restricted units | |||
Equity-Based Incentive Compensation | |||
Share-based arrangements liability reclassified to equity | (1,800,000) | ||
Equity | $ 1,800,000 |
Equity - Service Awards Vesting
Equity - Service Awards Vesting Schedule (Details) - Service awards | 9 Months Ended |
Dec. 31, 2016shares | |
Equity-Based Incentive Compensation | |
Number of units scheduled to vest (in units) | 2,350,082 |
Unvested restricted units at the beginning of the period (in units) | 2,297,132 |
2,018 | |
Equity-Based Incentive Compensation | |
Number of units scheduled to vest (in units) | 881,350 |
2,019 | |
Equity-Based Incentive Compensation | |
Number of units scheduled to vest (in units) | 917,800 |
Thereafter | |
Equity-Based Incentive Compensation | |
Number of units scheduled to vest (in units) | 913,900 |
Equity - Service Awards Expense
Equity - Service Awards Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Equity-Based Incentive Compensation | |||||
Units granted (in units) | 1,008,091 | ||||
Accrued expenses related to bonuses granted in common units | $ 2,200 | $ 16,800 | |||
Compensation cost | 19,000 | ||||
Service awards | |||||
Equity-Based Incentive Compensation | |||||
Expense recorded | $ 4,800 | $ 400 | $ 51,500 | $ 33,800 | |
Units granted (in units) | 3,105,600 | ||||
Estimated equity-based compensation expense | |||||
2017 (three months) | $ 4,676 | ||||
2,018 | 12,510 | ||||
2,019 | 9,106 | ||||
Thereafter | 2,386 | ||||
Total | $ 28,678 | ||||
Performance awards | |||||
Equity-Based Incentive Compensation | |||||
Units granted (in units) | 932,309 | ||||
Compensation cost | $ 2,100 | $ 1,800 | $ 5,200 | $ 16,300 | |
Estimated equity-based compensation expense | |||||
2017 (three months) | 2,047 | ||||
2,018 | 6,197 | ||||
2,019 | 3,232 | ||||
Thereafter | 655 | ||||
Total | $ 12,131 |
Equity - Performance Awards (De
Equity - Performance Awards (Details) - USD ($) shares in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Equity-Based Incentive Compensation | |||||
Compensation cost | $ 19,000,000 | ||||
Percentage of outstanding stock maximum | 10.00% | ||||
Incremental percentage of outstanding stock, maximum | 10.00% | ||||
Number of shares available for grant | 1.3 | 1.3 | |||
Performance awards | |||||
Equity-Based Incentive Compensation | |||||
Compensation cost | $ 2,100,000 | $ 1,800,000 | $ 5,200,000 | $ 16,300,000 | |
Performance awards | Less than 50% | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, upper limit | 50.00% | ||||
Percentage of maximum performance award units to vest | 0.00% | ||||
Performance awards | 50%-75% | Minimum | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, lower limit | 50.00% | ||||
Percentage of maximum performance award units to vest | 50.00% | ||||
Performance awards | 50%-75% | Maximum | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, upper limit | 75.00% | ||||
Percentage of maximum performance award units to vest | 100.00% | ||||
Performance awards | 75%-90% | Minimum | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, lower limit | 75.00% | ||||
Percentage of maximum performance award units to vest | 100.00% | ||||
Performance awards | 75%-90% | Maximum | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, upper limit | 90.00% | ||||
Percentage of maximum performance award units to vest | 200.00% | ||||
Performance awards | Above 90% | |||||
Equity-Based Incentive Compensation | |||||
Percentage of entities outperformed, lower limit | 90.00% | ||||
Percentage of maximum performance award units to vest | 200.00% | ||||
Vesting On July 1, 2016 | Performance awards | |||||
Equity-Based Incentive Compensation | |||||
Units vested that are considered to be forfeited | $ 0 |
Fair Value of Financial Instr74
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 10,066 | $ 29,889 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 50,200 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 39,900 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 54,412 | 80,061 |
Netting of counterparty contracts, assets | (2,690) | (3,384) |
Net cash collateral provided (held) | (843) | (18,176) |
Commodity derivatives | 50,879 | 58,501 |
Liabilities: | ||
Derivative liabilities | (116,968) | (32,595) |
Netting of counterparty contracts, liabilities | 2,690 | 3,384 |
Net cash collateral provided (held) | 73,465 | 599 |
Commodity derivatives | (40,813) | (28,612) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 10,066 | 29,889 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 50,879 | 58,501 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (40,813) | (28,612) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 3,358 | 47,361 |
Liabilities: | ||
Derivative liabilities | (75,986) | (3,983) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 51,054 | 32,700 |
Liabilities: | ||
Derivative liabilities | $ (40,982) | $ (28,612) |
Fair Value of Financial Instr75
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Dec. 31, 2016USD ($)bbl | Mar. 31, 2016USD ($)bbl |
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (62,556) | $ 47,466 |
Net cash collateral provided (held) | 72,622 | (17,577) |
Net commodity derivative (liability) asset | 10,066 | 29,889 |
Cross-commodity | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 1,348 | $ 1,663 |
Cross-commodity | Long | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 53 | 251 |
Crude oil fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (2,469) | $ (3,655) |
Crude oil fixed-price | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 671 | 1,583 |
Propane fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 1,338 | $ (592) |
Propane fixed-price | Long | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 106 | 540 |
Refined products fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (66,119) | $ 48,557 |
Refined products fixed-price | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 7,027 | 5,355 |
Refined products index | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (197) | |
Refined products index | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 24 | |
Other | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 3,543 | $ 1,493 |
Fair Value of Financial Instr76
Fair Value of Financial Instruments - Gains (Losses) From Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||||
Net adjustments to fair value of commodity derivatives | $ (57,700) | $ 52,500 | $ (102,638) | $ 97,069 |
Fair Value of Financial Instr77
Fair Value of Financial Instruments - Interest Rate Risk (Details) - Revolving Credit Facility $ in Billions | Dec. 31, 2016USD ($) |
Interest Rate Risk | |
Outstanding debt | $ 1.5 |
Interest rate | 3.39% |
Fair Value of Financial Instr78
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Dec. 31, 2016USD ($) |
5.125% Senior Notes due 2019 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | $ 381,070 |
6.875% Senior Notes due 2021 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | 379,443 |
6.650% Senior Notes due 2022 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | 277,806 |
7.50% Senior Notes due 2023 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | $ 725,667 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Segment information | |||||
Revenues | $ 3,406,641 | $ 2,685,006 | $ 9,174,149 | $ 9,416,670 | |
Other | 164 | 0 | 679 | 0 | |
Depreciation and amortization | 60,767 | 59,180 | 160,276 | 175,772 | |
Operating Income | 22,557 | 82,554 | 180,629 | 99,642 | |
Additions to property, plant and equipment and intangible assets | 78,395 | 267,027 | 387,437 | 590,295 | |
Long-lived assets, net | 4,373,790 | 4,373,790 | $ 4,113,824 | ||
Total assets | 6,378,076 | 6,378,076 | 5,560,155 | ||
Operating segment | Crude oil logistics | |||||
Segment information | |||||
Revenues | 385,906 | 519,425 | 1,161,742 | 2,854,787 | |
Depreciation and amortization | 16,503 | 10,041 | 34,496 | 30,096 | |
Operating Income | (9,163) | 804 | (28,827) | 12,689 | |
Additions to property, plant and equipment and intangible assets | 42,758 | 214,114 | 147,460 | 321,137 | |
Long-lived assets, net | 1,721,536 | 1,721,536 | 1,679,027 | ||
Total assets | 2,438,956 | 2,438,956 | 2,197,113 | ||
Operating segment | Crude oil logistics | Crude oil sales | |||||
Segment information | |||||
Revenues | 366,569 | 508,863 | 1,123,169 | 2,818,752 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||||
Segment information | |||||
Revenues | 20,914 | 12,423 | 43,020 | 44,118 | |
Operating segment | Water solutions | |||||
Segment information | |||||
Revenues | 40,359 | 45,438 | 115,845 | 147,225 | |
Depreciation and amortization | 27,150 | 23,644 | 76,713 | 66,906 | |
Operating Income | (11,898) | 15,596 | 63,136 | 44,300 | |
Additions to property, plant and equipment and intangible assets | 18,275 | 57,817 | 86,628 | 190,837 | |
Long-lived assets, net | 1,276,811 | 1,276,811 | 1,162,405 | ||
Total assets | 1,315,432 | 1,315,432 | 1,236,875 | ||
Operating segment | Water solutions | Service fees | |||||
Segment information | |||||
Revenues | 28,268 | 35,138 | 82,493 | 107,079 | |
Operating segment | Water solutions | Recovered hydrocarbons | |||||
Segment information | |||||
Revenues | 6,387 | 8,414 | 19,264 | 34,978 | |
Operating segment | Water solutions | Other revenues | |||||
Segment information | |||||
Revenues | 5,704 | 1,886 | 14,088 | 5,168 | |
Operating segment | Liquids | |||||
Segment information | |||||
Revenues | 470,275 | 353,527 | 909,584 | 861,504 | |
Depreciation and amortization | 4,441 | 3,537 | 13,315 | 11,286 | |
Operating Income | 24,765 | 32,921 | 33,092 | 52,820 | |
Additions to property, plant and equipment and intangible assets | 1,736 | (24,576) | 14,897 | 11,488 | |
Long-lived assets, net | 573,045 | 573,045 | 572,081 | ||
Total assets | 837,989 | 837,989 | 693,872 | ||
Operating segment | Liquids | Other revenues | |||||
Segment information | |||||
Revenues | 7,704 | 8,161 | 22,926 | 27,531 | |
Operating segment | Liquids | Propane sales | |||||
Segment information | |||||
Revenues | 260,562 | 188,930 | 458,646 | 393,442 | |
Operating segment | Liquids | Other product sales | |||||
Segment information | |||||
Revenues | 235,739 | 180,620 | 485,174 | 488,967 | |
Operating segment | Retail propane | |||||
Segment information | |||||
Revenues | 128,654 | 100,145 | 240,131 | 217,798 | |
Depreciation and amortization | 11,379 | 9,096 | 31,771 | 26,711 | |
Operating Income | 21,772 | 14,450 | 10,553 | 11,985 | |
Additions to property, plant and equipment and intangible assets | 16,196 | 11,641 | 94,170 | 34,350 | |
Long-lived assets, net | 555,214 | 555,214 | 483,330 | ||
Total assets | 639,099 | 639,099 | 538,267 | ||
Operating segment | Retail propane | Other revenues | |||||
Segment information | |||||
Revenues | 12,418 | 12,132 | 30,056 | 29,856 | |
Operating segment | Retail propane | Propane sales | |||||
Segment information | |||||
Revenues | 96,699 | 68,880 | 174,510 | 148,184 | |
Operating segment | Retail propane | Distillate sales | |||||
Segment information | |||||
Revenues | 19,569 | 19,133 | 35,613 | 39,758 | |
Operating segment | Refined products and renewables | |||||
Segment information | |||||
Revenues | 2,381,283 | 1,666,471 | 6,746,168 | 5,335,356 | |
Depreciation and amortization | 404 | 11,493 | 1,237 | 36,820 | |
Operating Income | 8,209 | 31,702 | 169,365 | 59,478 | |
Additions to property, plant and equipment and intangible assets | (945) | (4,684) | 42,175 | 18,599 | |
Long-lived assets, net | 216,906 | 216,906 | 180,783 | ||
Total assets | 1,032,683 | 1,032,683 | 765,806 | ||
Operating segment | Refined products and renewables | Service fees | |||||
Segment information | |||||
Revenues | 50 | 32,381 | 11,195 | 89,193 | |
Operating segment | Refined products and renewables | Refined products sales | |||||
Segment information | |||||
Revenues | 2,258,317 | 1,532,928 | 6,409,889 | 4,946,136 | |
Operating segment | Refined products and renewables | Renewables sales | |||||
Segment information | |||||
Revenues | 123,065 | 101,414 | 325,377 | 300,756 | |
Corporate, non-segment | |||||
Segment information | |||||
Depreciation and amortization | 890 | 1,369 | 2,744 | 3,953 | |
Operating Income | (11,128) | (12,919) | (66,690) | (81,630) | |
Additions to property, plant and equipment and intangible assets | 375 | 12,715 | 2,107 | 13,884 | |
Long-lived assets, net | 30,278 | 30,278 | 36,198 | ||
Total assets | 113,917 | 113,917 | $ 128,222 | ||
Elimination of intersegment sales | Crude oil logistics | |||||
Segment information | |||||
Revenues | (1,577) | (1,861) | (4,447) | (8,083) | |
Elimination of intersegment sales | Liquids | |||||
Segment information | |||||
Revenues | (33,730) | (24,184) | (57,162) | (48,436) | |
Elimination of intersegment sales | Retail propane | |||||
Segment information | |||||
Revenues | (32) | 0 | (48) | 0 | |
Elimination of intersegment sales | Refined products and renewables | |||||
Segment information | |||||
Revenues | $ (149) | $ (252) | $ (293) | $ (729) |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 03, 2016 | Mar. 31, 2016 | |
Transactions with Affiliates | |||||||
Accounts receivable-affiliates | $ 20,008 | $ 20,008 | $ 15,625 | ||||
Accounts payable to affiliates | 22,917 | 22,917 | 7,193 | ||||
Payments on loan to affiliate | 655 | $ 517 | |||||
Freshwater supply company | |||||||
Transactions with Affiliates | |||||||
Ownership interest acquired | 65.00% | ||||||
SemGroup | |||||||
Transactions with Affiliates | |||||||
Sales to related party | 150 | $ 67 | 3,734 | 42,098 | |||
Purchases from related party | 1,911 | 5,052 | 5,874 | 50,355 | |||
Accounts receivable-affiliates | 19,957 | 19,957 | 1,166 | ||||
Accounts payable to affiliates | 20,493 | 20,493 | 1,823 | ||||
Equity method investees | |||||||
Transactions with Affiliates | |||||||
Sales to related party | 95 | 1,676 | 595 | 4,762 | |||
Purchases from related party | 33,538 | 27,153 | 91,530 | 82,917 | |||
Accounts receivable-affiliates | 13 | 13 | 14,446 | ||||
Accounts payable to affiliates | 1,431 | 1,431 | 3,947 | ||||
Loan receivable from investee | 22,300 | ||||||
Payments on loan to affiliate | $ 700 | ||||||
Impairment of loan receivable from investee | $ 1,700 | ||||||
Equity method investees | Loan Agreement | |||||||
Transactions with Affiliates | |||||||
Loan receivable from investee | 2,700 | $ 2,700 | |||||
Loan agreement successive extension period | 1 year | ||||||
Entities affiliated with management | |||||||
Transactions with Affiliates | |||||||
Increase in property, plant and equipment | $ 12,800 | ||||||
Sales to related party | 53 | 91 | 205 | 289 | |||
Purchases from related party | 2,580 | $ 6,709 | 14,316 | $ 30,103 | |||
Accounts receivable-affiliates | 38 | 38 | 13 | ||||
Accounts payable to affiliates | $ 993 | $ 993 | $ 1,423 |
Other Matters (Details)
Other Matters (Details) $ in Thousands | Jun. 03, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Segment information | |||||
Storage sublease agreement, term | 5 years | ||||
Storage sublease agreement, number of payments | 5 | ||||
Storage sublease agreement, period of benefit | 4 years | ||||
Gain on termination of contract | $ 16,200 | $ 16,205 | $ 0 | ||
Purchases of pipeline capacity rights | 42,200 | ||||
Payment to terminate contract | 16,875 | 0 | |||
Payments for the early extinguishment of liabilities | 25,884 | 0 | |||
Loss on disposal or impairment of assets, net | $ (34) | $ (1,328) | 203,433 | $ (3,040) | |
Water solutions | |||||
Segment information | |||||
Gain on termination of contract | 21,300 | ||||
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 | ||||
Loss on disposal or impairment of assets, net | $ 22,700 |
Subsequent Events (Details)
Subsequent Events (Details) - Murphy Energy Corporation - USD ($) $ in Millions | Jan. 09, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||
Deposit payment | $ 4.1 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Business combination, consideration transferred | $ 50 |
Unaudited Condensed Consolida83
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 28,927 | $ 28,176 | $ 25,179 | $ 41,303 |
Accounts receivable-trade, net of allowance for doubtful accounts | 765,290 | 521,014 | ||
Accounts receivable-affiliates | 20,008 | 15,625 | ||
Inventories | 613,993 | 367,806 | ||
Prepaid expenses and other current assets | 134,485 | 95,859 | ||
Total current assets | 1,562,703 | 1,028,480 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,746,925 | 1,649,572 | ||
GOODWILL | 1,462,116 | 1,315,362 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,164,749 | 1,148,890 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 187,514 | 219,550 | ||
LOAN RECEIVABLE-AFFILIATE | 2,700 | 22,262 | ||
OTHER NONCURRENT ASSETS | 251,369 | 176,039 | ||
Total assets | 6,378,076 | 5,560,155 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 650,886 | 420,306 | ||
Accounts payable-affiliates | 22,917 | 7,193 | ||
Accrued expenses and other payables | 196,033 | 214,426 | ||
Advance payments received from customers | 63,509 | 56,185 | ||
Current maturities of long-term debt | 33,501 | 7,907 | ||
Total current liabilities | 966,846 | 706,017 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 3,216,505 | 2,912,837 | ||
OTHER NONCURRENT LIABILITIES | 186,280 | 247,236 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 61,170 | 0 | ||
EQUITY: | ||||
Partners' equity | 1,918,328 | 1,656,515 | ||
Accumulated other comprehensive income (loss) | (97) | (157) | ||
Noncontrolling interests | 29,044 | 37,707 | ||
Total equity | 1,947,275 | 1,694,065 | ||
Total liabilities and equity | 6,378,076 | 5,560,155 | ||
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 23,811 | 25,749 | 21,430 | 29,115 |
Total current assets | 23,811 | 25,749 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 0 | 0 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | 1,936,935 | 1,404,479 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 1,721,152 | 1,254,383 | ||
Total assets | 3,681,898 | 2,684,611 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-affiliates | 1 | 1 | ||
Accrued expenses and other payables | 24,426 | 16,887 | ||
Total current liabilities | 24,427 | 16,888 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 1,678,070 | 1,011,365 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 61,170 | |||
EQUITY: | ||||
Partners' equity | 1,918,231 | 1,656,358 | ||
Total equity | 1,918,231 | 1,656,358 | ||
Total liabilities and equity | 3,681,898 | 2,684,611 | ||
Reportable Entity | Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 3,058 | 784 | 2,249 | 9,757 |
Accounts receivable-trade, net of allowance for doubtful accounts | 759,627 | 516,362 | ||
Accounts receivable-affiliates | 20,008 | 15,625 | ||
Inventories | 613,223 | 367,250 | ||
Prepaid expenses and other current assets | 133,874 | 94,426 | ||
Total current assets | 1,529,790 | 994,447 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,656,110 | 1,568,488 | ||
GOODWILL | 1,441,105 | 1,313,364 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,149,863 | 1,146,355 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 187,514 | 219,550 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (1,916,242) | (1,402,360) | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 75,451 | 42,227 | ||
LOAN RECEIVABLE-AFFILIATE | 2,700 | 22,262 | ||
OTHER NONCURRENT ASSETS | 251,204 | 175,512 | ||
Total assets | 4,377,495 | 4,079,845 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 648,326 | 417,707 | ||
Accounts payable-affiliates | 22,827 | 7,190 | ||
Accrued expenses and other payables | 170,401 | 196,596 | ||
Advance payments received from customers | 62,745 | 55,737 | ||
Current maturities of long-term debt | 33,128 | 7,109 | ||
Total current liabilities | 937,427 | 684,339 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 1,537,387 | 1,894,428 | ||
OTHER NONCURRENT LIABILITIES | 181,529 | 246,695 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 0 | |||
EQUITY: | ||||
Partners' equity | 1,721,059 | 1,254,384 | ||
Accumulated other comprehensive income (loss) | 93 | (1) | ||
Noncontrolling interests | 0 | |||
Total equity | 1,721,152 | 1,254,383 | ||
Total liabilities and equity | 4,377,495 | 4,079,845 | ||
Reportable Entity | Non-Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 2,058 | 1,643 | $ 1,500 | $ 2,431 |
Accounts receivable-trade, net of allowance for doubtful accounts | 5,663 | 4,652 | ||
Accounts receivable-affiliates | 0 | 0 | ||
Inventories | 770 | 556 | ||
Prepaid expenses and other current assets | 611 | 1,433 | ||
Total current assets | 9,102 | 8,284 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 90,815 | 81,084 | ||
GOODWILL | 21,011 | 1,998 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 14,886 | 2,535 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 0 | 0 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (20,693) | (2,119) | ||
OTHER NONCURRENT ASSETS | 165 | 527 | ||
Total assets | 115,286 | 92,309 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 2,560 | 2,599 | ||
Accounts payable-affiliates | 89 | 2 | ||
Accrued expenses and other payables | 1,206 | 943 | ||
Advance payments received from customers | 764 | 448 | ||
Current maturities of long-term debt | 373 | 798 | ||
Total current liabilities | 4,992 | 4,790 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 1,048 | 7,044 | ||
OTHER NONCURRENT LIABILITIES | 4,751 | 541 | ||
EQUITY: | ||||
Partners' equity | 104,685 | 80,090 | ||
Accumulated other comprehensive income (loss) | (190) | (156) | ||
Total equity | 104,495 | 79,934 | ||
Total liabilities and equity | 115,286 | 92,309 | ||
Consolidating Adjustments | ||||
CURRENT ASSETS: | ||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (1,796,603) | (1,296,610) | ||
Total assets | (1,796,603) | (1,296,610) | ||
EQUITY: | ||||
Partners' equity | (1,825,647) | (1,334,317) | ||
Noncontrolling interests | 29,044 | 37,707 | ||
Total equity | (1,796,603) | (1,296,610) | ||
Total liabilities and equity | $ (1,796,603) | $ (1,296,610) |
Unaudited Condensed Consolida84
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Unaudited Condensed Consolidating Statement of Operations | ||||
REVENUES | $ 3,406,641 | $ 2,685,006 | $ 9,174,149 | $ 9,416,670 |
COST OF SALES | 3,228,022 | 2,433,500 | 8,723,192 | 8,761,877 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 76,981 | 104,721 | 225,408 | 307,941 |
General and administrative | 18,280 | 23,035 | 88,077 | 114,814 |
Depreciation and amortization | 60,767 | 59,180 | 160,276 | 175,772 |
Loss (gain) on disposal or impairment of assets, net | 34 | 1,328 | (203,433) | 3,040 |
Revaluation of liabilities | 0 | (19,312) | 0 | (46,416) |
Operating Income | 22,557 | 82,554 | 180,629 | 99,642 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 1,279 | 2,858 | 1,726 | 14,008 |
Revaluation of investments | 0 | 0 | (14,365) | 0 |
Interest expense | (41,436) | (36,176) | (105,316) | (98,549) |
Gain on early extinguishment of liabilities | 0 | 0 | 30,890 | 0 |
Other income, net | 20,007 | 2,161 | 25,860 | 2,941 |
Income (loss) before income taxes | 2,407 | 51,397 | 119,424 | 18,042 |
INCOME TAX EXPENSE | (1,114) | (402) | (2,036) | 1,846 |
Net Income | 1,293 | 50,995 | 117,388 | 19,888 |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (317) | (6,838) | (6,091) | (14,685) |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (8,906) | 0 | (20,958) | 0 |
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (22) | (16,239) | (180) | (47,798) |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | (7,952) | 27,918 | 90,159 | (42,595) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
OTHER INCOME (EXPENSE): | ||||
Interest expense | (26,217) | (17,830) | (58,907) | (53,544) |
Gain on early extinguishment of liabilities | 8,614 | |||
Income (loss) before income taxes | (26,217) | (17,830) | (50,293) | (53,544) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 27,193 | 61,987 | 161,590 | 58,747 |
Net Income | 976 | 44,157 | 111,297 | 5,203 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | 976 | 44,157 | 111,297 | 5,203 |
Reportable Entity | Guarantor Subsidiaries | ||||
Unaudited Condensed Consolidating Statement of Operations | ||||
REVENUES | 3,393,541 | 2,639,958 | 9,142,575 | 9,290,209 |
COST OF SALES | 3,226,175 | 2,436,088 | 8,720,039 | 8,769,526 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 72,911 | 82,761 | 212,542 | 243,084 |
General and administrative | 18,090 | 17,814 | 87,402 | 99,022 |
Depreciation and amortization | 58,091 | 46,663 | 152,140 | 137,208 |
Loss (gain) on disposal or impairment of assets, net | 37 | 1,484 | (203,406) | 3,199 |
Revaluation of liabilities | (19,312) | (46,416) | ||
Operating Income | 18,237 | 74,460 | 173,858 | 84,586 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 1,279 | 412 | 1,726 | 3,284 |
Revaluation of investments | (14,365) | |||
Interest expense | (15,340) | (16,768) | (46,238) | (39,112) |
Gain on early extinguishment of liabilities | 22,276 | |||
Other income, net | 20,206 | 2,141 | 26,196 | 2,832 |
Income (loss) before income taxes | 24,382 | 60,245 | 163,453 | 51,590 |
INCOME TAX EXPENSE | (1,114) | (371) | (2,036) | 1,915 |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 3,925 | 2,113 | 173 | 5,242 |
Net Income | 27,193 | 61,987 | 161,590 | 58,747 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | 27,193 | 61,987 | 161,590 | 58,747 |
Reportable Entity | Non-Guarantor Subsidiaries | ||||
Unaudited Condensed Consolidating Statement of Operations | ||||
REVENUES | 14,249 | 54,756 | 33,718 | 155,377 |
COST OF SALES | 2,996 | 7,065 | 5,297 | 21,087 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 4,070 | 22,015 | 12,866 | 65,037 |
General and administrative | 190 | 5,221 | 675 | 15,792 |
Depreciation and amortization | 2,676 | 12,517 | 8,136 | 38,564 |
Loss (gain) on disposal or impairment of assets, net | (3) | (156) | (27) | (159) |
Operating Income | 4,320 | 8,094 | 6,771 | 15,056 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 0 | 2,446 | 0 | 10,724 |
Interest expense | (98) | (1,662) | (551) | (6,125) |
Other income, net | 20 | 104 | 44 | 341 |
Income (loss) before income taxes | 4,242 | 8,982 | 6,264 | 19,996 |
INCOME TAX EXPENSE | 0 | (31) | 0 | (69) |
Net Income | 4,242 | 8,951 | 6,264 | 19,927 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | 4,242 | 8,951 | 6,264 | 19,927 |
Consolidating Adjustments | ||||
Unaudited Condensed Consolidating Statement of Operations | ||||
REVENUES | (1,149) | (9,708) | (2,144) | (28,916) |
COST OF SALES | (1,149) | (9,653) | (2,144) | (28,736) |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 0 | (55) | 0 | (180) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | 219 | 84 | 380 | 232 |
Other income, net | (219) | (84) | (380) | (232) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | (31,118) | (64,100) | (161,763) | (63,989) |
Net Income | (31,118) | (64,100) | (161,763) | (63,989) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (317) | (6,838) | (6,091) | (14,685) |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (8,906) | (20,958) | ||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER | (22) | (16,239) | (180) | (47,798) |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | $ (40,363) | $ (87,177) | $ (188,992) | $ (126,472) |
Unaudited Condensed Consolida85
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income | $ 1,293 | $ 50,995 | $ 117,388 | $ 19,888 |
Other comprehensive income (loss) | 545 | (12) | 60 | (39) |
Comprehensive income (loss) | 1,838 | 50,983 | 117,448 | 19,849 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income | 976 | 44,157 | 111,297 | 5,203 |
Comprehensive income (loss) | 976 | 44,157 | 111,297 | 5,203 |
Reportable Entity | Guarantor Subsidiaries | ||||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income | 27,193 | 61,987 | 161,590 | 58,747 |
Other comprehensive income (loss) | 568 | 0 | 93 | 0 |
Comprehensive income (loss) | 27,761 | 61,987 | 161,683 | 58,747 |
Reportable Entity | Non-Guarantor Subsidiaries | ||||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income | 4,242 | 8,951 | 6,264 | 19,927 |
Other comprehensive income (loss) | (23) | (12) | (33) | (39) |
Comprehensive income (loss) | 4,219 | 8,939 | 6,231 | 19,888 |
Consolidating Adjustments | ||||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||||
Net income | (31,118) | (64,100) | (161,763) | (63,989) |
Comprehensive income (loss) | $ (31,118) | $ (64,100) | $ (161,763) | $ (63,989) |
Unaudited Condensed Consolida86
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | $ (117,665) | $ 293,134 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (264,580) | (497,147) |
Acquisitions, net of cash acquired | (127,513) | (187,356) |
Cash flows from settlements of commodity derivatives | (82,815) | 92,216 |
Proceeds from sales of assets | 14,195 | 4,981 |
Proceeds from sale of TLP common units | 112,370 | 0 |
Proceeds from sale of freshwater supply company | 22,000 | 0 |
Investments in unconsolidated entities | 0 | (8,373) |
Distributions of capital from unconsolidated entities | 7,608 | 14,043 |
Loan for natural gas liquids facility | 0 | (3,913) |
Payments on loan for natural gas liquids facility | 6,585 | 5,552 |
Loan to affiliate | (2,700) | (15,621) |
Payments on loan to affiliate | 655 | 517 |
Payment to terminate contract | (16,875) | 0 |
Net cash used in investing activities | (331,070) | (595,101) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 1,176,000 | 2,042,100 |
Payments on revolving credit facilities | (1,510,500) | (1,514,100) |
Issuance of senior notes | 700,000 | 0 |
Proceedings from borrowings under other long-term debt | 0 | 53,223 |
Repurchases of senior notes | (15,129) | 0 |
Payments on other long-term debt | (6,549) | (3,649) |
Debt issuance costs | (12,608) | (9,684) |
Contributions from general partner | 59 | 54 |
Contributions from noncontrolling interest owners, net | 639 | 10,037 |
Distributions to partners | (132,135) | (238,414) |
Distributions to noncontrolling interest owners | (3,292) | (26,638) |
Taxes paid on behalf of equity incentive plan participants | 0 | (19,303) |
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 234,989 | 0 |
Proceeds from sale of common units, net of offering costs | 43,896 | 0 |
Payments for the early extinguishment of liabilities | (25,884) | 0 |
Common unit repurchases | 0 | (7,707) |
Other | 0 | (76) |
Net cash provided by financing activities | 449,486 | 285,843 |
Net increase (decrease) in cash and cash equivalents | 751 | (16,124) |
Cash and cash equivalents, beginning of period | 28,176 | 41,303 |
Cash and cash equivalents, end of period | 28,927 | 25,179 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (48,850) | (52,989) |
INVESTING ACTIVITIES: | ||
Acquisitions, net of cash acquired | (624) | |
Net cash used in investing activities | (624) | |
FINANCING ACTIVITIES: | ||
Issuance of senior notes | 700,000 | |
Repurchases of senior notes | (15,129) | |
Debt issuance costs | (12,536) | (3,209) |
Contributions from general partner | 59 | 54 |
Distributions to partners | (132,135) | (238,414) |
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 234,989 | |
Proceeds from sale of common units, net of offering costs | 43,896 | |
Common unit repurchases | (7,707) | |
Net changes in advances with consolidated entities | (772,232) | 295,204 |
Net cash provided by financing activities | 46,912 | 45,928 |
Net increase (decrease) in cash and cash equivalents | (1,938) | (7,685) |
Cash and cash equivalents, beginning of period | 25,749 | 29,115 |
Cash and cash equivalents, end of period | 23,811 | 21,430 |
Reportable Entity | Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (65,943) | 276,244 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (257,734) | (439,476) |
Acquisitions, net of cash acquired | (116,153) | (184,852) |
Cash flows from settlements of commodity derivatives | (82,815) | 92,216 |
Proceeds from sales of assets | 14,136 | 4,979 |
Proceeds from sale of TLP common units | 112,370 | |
Proceeds from sale of freshwater supply company | 0 | |
Investments in unconsolidated entities | (3,647) | |
Distributions of capital from unconsolidated entities | 7,608 | 8,761 |
Loan for natural gas liquids facility | (3,913) | |
Payments on loan for natural gas liquids facility | 6,585 | 5,552 |
Loan to affiliate | (2,700) | (15,621) |
Payments on loan to affiliate | 655 | 517 |
Payment to terminate contract | (16,875) | |
Net cash used in investing activities | (334,923) | (535,484) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 1,176,000 | 1,961,000 |
Payments on revolving credit facilities | (1,510,500) | (1,431,000) |
Issuance of senior notes | 0 | |
Proceedings from borrowings under other long-term debt | 45,873 | |
Repurchases of senior notes | 0 | |
Payments on other long-term debt | (6,359) | (3,579) |
Debt issuance costs | (72) | (5,226) |
Contributions from general partner | 0 | 0 |
Contributions from noncontrolling interest owners, net | 0 | 0 |
Distributions to partners | 0 | 0 |
Distributions to noncontrolling interest owners | 0 | 0 |
Taxes paid on behalf of equity incentive plan participants | (19,303) | |
Proceeds from sale of convertible preferred units and warrants, net of offering costs | 0 | |
Payments for the early extinguishment of liabilities | (25,884) | |
Net changes in advances with consolidated entities | 769,955 | (295,999) |
Other | (34) | |
Net cash provided by financing activities | 403,140 | 251,732 |
Net increase (decrease) in cash and cash equivalents | 2,274 | (7,508) |
Cash and cash equivalents, beginning of period | 784 | 9,757 |
Cash and cash equivalents, end of period | 3,058 | 2,249 |
Reportable Entity | Non-Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (2,872) | 69,879 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (6,846) | (57,671) |
Acquisitions, net of cash acquired | (11,360) | (1,880) |
Proceeds from sales of assets | 59 | 2 |
Proceeds from sale of freshwater supply company | 22,000 | |
Investments in unconsolidated entities | (4,726) | |
Distributions of capital from unconsolidated entities | 0 | 5,282 |
Payments on loan for natural gas liquids facility | 0 | |
Loan to affiliate | 0 | |
Payments on loan to affiliate | 0 | |
Net cash used in investing activities | 3,853 | (58,993) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facilities | 0 | 81,100 |
Payments on revolving credit facilities | 0 | (83,100) |
Issuance of senior notes | 0 | |
Proceedings from borrowings under other long-term debt | 7,350 | |
Payments on other long-term debt | (190) | (70) |
Debt issuance costs | 0 | (1,249) |
Contributions from noncontrolling interest owners, net | 639 | 10,037 |
Distributions to noncontrolling interest owners | (3,292) | (26,638) |
Net changes in advances with consolidated entities | 2,277 | 795 |
Other | (42) | |
Net cash provided by financing activities | (566) | (11,817) |
Net increase (decrease) in cash and cash equivalents | 415 | (931) |
Cash and cash equivalents, beginning of period | 1,643 | 2,431 |
Cash and cash equivalents, end of period | $ 2,058 | $ 1,500 |