Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Aug. 01, 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 | Jun. 30, 2017 | |
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 | 121,431,043 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 19,548 | $ 12,264 |
Accounts receivable-trade, net of allowance for doubtful accounts of $5,407 and $5,234, respectively | 652,729 | 800,607 |
Accounts receivable-affiliates | 1,552 | 6,711 |
Inventories | 563,093 | 561,432 |
Prepaid expenses and other current assets | 96,812 | 103,193 |
Total current assets | 1,333,734 | 1,484,207 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $400,857 and $375,594, respectively | 1,769,618 | 1,790,273 |
GOODWILL | 1,451,716 | 1,451,716 |
INTANGIBLE ASSETS, net of accumulated amortization of $447,392 and $414,605, respectively | 1,130,073 | 1,163,956 |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 190,948 | 187,423 |
LOAN RECEIVABLE-AFFILIATE | 3,700 | 3,200 |
OTHER NONCURRENT ASSETS | 238,926 | 239,604 |
Total assets | 6,118,715 | 6,320,379 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 522,155 | 658,021 |
Accounts payable-affiliates | 1,777 | 7,918 |
Accrued expenses and other payables | 192,849 | 207,125 |
Advance payments received from customers | 57,071 | 35,944 |
Current maturities of long-term debt | 42,793 | 29,590 |
Total current liabilities | 816,645 | 938,598 |
LONG-TERM DEBT, net of debt issuance costs of $31,007 and $33,458, respectively, and current maturities | 2,834,325 | 2,963,483 |
OTHER NONCURRENT LIABILITIES | 176,568 | 184,534 |
COMMITMENTS AND CONTINGENCIES (NOTE 9) | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 19,942,169 and 19,942,169 preferred units issued and outstanding, respectively | 67,048 | 63,890 |
REDEEMABLE NONCONTROLLING INTEREST | 3,251 | 3,072 |
EQUITY: | ||
General partner, representing a 0.1% interest, 120,974 and 120,300 notional units, respectively | (50,648) | (50,529) |
Limited partners, representing a 99.9% interest, 120,853,481 and 120,179,407 common units issued and outstanding, respectively | 2,063,467 | 2,192,413 |
Class B preferred limited partners, 8,400,000 and 0 preferred units issued and outstanding, respectively | 202,977 | 0 |
Accumulated other comprehensive loss | (2,203) | (1,828) |
Noncontrolling interests | 7,285 | 26,746 |
Total equity | 2,220,878 | 2,166,802 |
Total liabilities and equity | $ 6,118,715 | $ 6,320,379 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Accounts receivable - trade, allowance for doubtful accounts | $ 5,407 | $ 5,234 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | 400,857 | 375,594 |
INTANGIBLE ASSETS, accumulated amortization | 447,392 | 414,605 |
LONG-TERM DEBT, debt issuance costs | $ 31,007 | $ 33,458 |
General partner interest | 0.10% | 0.10% |
General partner, notional units outstanding (in units) | 120,974 | 120,300 |
Limited partners interest | 99.90% | 99.90% |
Limited partners, common units issued (in units) | 120,853,481 | 120,179,407 |
Limited partners, common units outstanding (in units) | 120,853,481 | 120,179,407 |
Class A Convertible Preferred Units | ||
Preferred units dividend rate | 10.75% | 10.75% |
Preferred units, issued (in units) | 19,942,169 | 19,942,169 |
Preferred units, outstanding (in units) | 19,942,169 | 19,942,169 |
Class B Perpetual Preferred Units | ||
Preferred units dividend rate | 9.00% | |
Preferred units, issued (in units) | 8,400,000 | |
Preferred units, outstanding (in units) | 8,400,000 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
REVENUES: | ||
Crude Oil Logistics | $ 504,915 | $ 425,951 |
Water Solutions | 46,967 | 35,753 |
Liquids | 277,814 | 205,049 |
Retail Propane | 67,072 | 60,387 |
Refined Products and Renewables | 2,884,637 | 1,994,563 |
Other | 161 | 267 |
Total Revenues | 3,781,566 | 2,721,970 |
COST OF SALES: | ||
Crude Oil Logistics | 469,470 | 405,230 |
Water Solutions | 153 | 5,201 |
Liquids | 271,074 | 190,992 |
Retail Propane | 29,636 | 24,820 |
Refined Products and Renewables | 2,871,702 | 1,940,087 |
Other | 73 | 110 |
Total Cost of Sales | 3,642,108 | 2,566,440 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 76,469 | 75,172 |
General and administrative | 24,991 | 41,871 |
Depreciation and amortization | 63,879 | 48,906 |
Gain on disposal or impairment of assets, net | (11,214) | (204,319) |
Operating (Loss) Income | (14,667) | 193,900 |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 1,816 | 394 |
Revaluation of investments | 0 | (14,365) |
Interest expense | (49,226) | (30,438) |
(Loss) gain on early extinguishment of liabilities, net | (3,281) | 29,952 |
Other income, net | 2,110 | 3,772 |
(Loss) Income Before Income Taxes | (63,248) | 183,215 |
INCOME TAX EXPENSE | (459) | (462) |
Net (Loss) Income | (63,707) | 182,753 |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (52) | (5,833) |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | 397 | 0 |
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | (63,362) | 176,920 |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (9,684) | (3,384) |
LESS: NET LOSS (INCOME) ALLOCATED TO GENERAL PARTNER | 40 | (203) |
LESS: REPURCHASE OF WARRANTS | (349) | 0 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | $ (73,355) | $ 173,333 |
BASIC (LOSS) INCOME PER COMMON UNIT (in dollars per unit) | $ (0.61) | $ 1.66 |
DILUTED (LOSS) INCOME PER COMMON UNIT (in dollars per unit) | $ (0.61) | $ 1.38 |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 120,535,909 | 104,169,573 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 120,535,909 | 128,453,733 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (63,707) | $ 182,753 |
Other comprehensive loss | (375) | (152) |
Comprehensive (loss) income | $ (64,082) | $ 182,601 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statement of Changes in Equity - 3 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests | General Partner | Preferred Class B | Preferred Class BPreferred Class B | Limited Partner | Limited PartnerCommon units |
Beginning Balance (in units) at Mar. 31, 2017 | 120,179,407 | |||||||
Beginning Balance at Mar. 31, 2017 | $ 2,166,802 | $ (1,828) | $ 26,746 | $ (50,529) | $ 2,192,413 | |||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions to partners (Note 10) | (53,399) | (80) | (53,319) | |||||
Distributions to noncontrolling interest owners | (2,898) | (2,898) | ||||||
Contributions | 23 | 23 | 0 | 0 | ||||
Purchase of noncontrolling interest (Note 4) | (22,883) | (16,638) | (6,245) | |||||
Redemption valuation adjustment (Note 2) | (576) | (576) | ||||||
Repurchase of warrants | (10,549) | (10,549) | ||||||
Equity issued pursuant to incentive compensation plan (in units) | 66,421 | |||||||
Equity issued pursuant to incentive compensation plan (Note 10) | 8,295 | 1 | 8,294 | |||||
Conversion of warrants (in units) | 607,653 | |||||||
Conversion of warrants (Note 10) | 6 | 6 | ||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10) | (3,235) | (3,235) | ||||||
Preferred units issued, net of offering costs | 202,977 | $ 202,977 | ||||||
Preferred units, issued (in units) | 8,400,000 | |||||||
Net (loss) income | (63,310) | 52 | (40) | (63,322) | ||||
Other comprehensive loss | (375) | (375) | ||||||
Ending Balance (in units) at Jun. 30, 2017 | 8,400,000 | 120,853,481 | ||||||
Ending Balance at Jun. 30, 2017 | $ 2,220,878 | $ (2,203) | $ 7,285 | $ (50,648) | $ 202,977 | $ 2,063,467 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net (loss) income | $ (63,707) | $ 182,753 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization, including amortization of debt issuance costs | 68,201 | 53,090 |
Loss (gain) on early extinguishment or revaluation of liabilities, net | 3,281 | (29,952) |
Non-cash equity-based compensation expense | 8,821 | 22,337 |
Gain on disposal or impairment of assets, net | (11,214) | (204,319) |
Provision for doubtful accounts | 519 | 12 |
Net adjustments to fair value of commodity derivatives | (36,500) | 59,700 |
Equity in earnings of unconsolidated entities | (1,816) | (394) |
Distributions of earnings from unconsolidated entities | 1,426 | 177 |
Revaluation of investments | 0 | 14,365 |
Other | 3,670 | (1,378) |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable-trade and affiliates | 150,748 | (75,403) |
Inventories | (5,739) | (154,625) |
Other current and noncurrent assets | 13,510 | (57,692) |
Accounts payable-trade and affiliates | (142,007) | 108,844 |
Other current and noncurrent liabilities | 11,798 | 11,945 |
Net cash provided by (used in) operating activities | 991 | (70,540) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (31,491) | (140,179) |
Acquisitions, net of cash acquired | (19,897) | (14,458) |
Cash flows from settlements of commodity derivatives | 23,287 | (21,535) |
Proceeds from sales of assets | 20,135 | 438 |
Proceeds from sale of TLP common units | 0 | 112,370 |
Investments in unconsolidated entities | (5,250) | 0 |
Distributions of capital from unconsolidated entities | 2,115 | 2,941 |
Payments on loan for natural gas liquids facility | 2,401 | 2,130 |
Loan to affiliate | (500) | (1,000) |
Payments on loan to affiliate | 0 | 655 |
Payment to terminate development agreement | 0 | (16,875) |
Net cash used in investing activities | (9,200) | (75,513) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under Revolving Credit Facility | 299,500 | 433,500 |
Payments on Revolving Credit Facility | (344,500) | (454,500) |
Repurchase of senior secured and senior notes | (74,391) | (15,129) |
Payments on other long-term debt | (1,327) | (2,102) |
Debt issuance costs | (2,096) | (45) |
Contributions from noncontrolling interest owners, net | 23 | 329 |
Distributions to partners | (53,399) | (40,696) |
Distributions to noncontrolling interest owners | 0 | (1,355) |
Proceeds from sale of preferred units, net of offering costs | 202,977 | 235,180 |
Repurchase of warrants | (10,549) | 0 |
Payments for settlement and early extinguishment of liabilities | (745) | (26,374) |
Other | 0 | (53) |
Net cash provided by financing activities | 15,493 | 128,755 |
Net increase (decrease) in cash and cash equivalents | 7,284 | (17,298) |
Cash and cash equivalents, beginning of period | 12,264 | 28,176 |
Cash and cash equivalents, end of period | 19,548 | 10,878 |
Supplemental cash flow information: | ||
Cash interest paid | 54,335 | 29,187 |
Income taxes paid (net of income tax refunds) | 1,247 | 1,684 |
Supplemental non-cash investing and financing activities: | ||
Accrued capital expenditures | 1,389 | $ 6,800 |
Limited Partner | ||
FINANCING ACTIVITIES: | ||
Repurchase of warrants | $ (10,549) |
Organization and Operations
Organization and Operations | 3 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership . NGL Energy Holdings LLC serves as our general partner. At June 30, 2017 , our operations include: • Our Crude Oil Logistics segment purchases crude oil from producers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs. • Our Water Solutions segment provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms and drilling fluids and performs truck and frac tank 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 21 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, equipment and supplies to end users consisting of residential, agricultural, commercial, and industrial customers and to certain resellers in 30 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 throughout the country. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2017 | |
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, 2017 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2017 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 26, 2017. 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, 2018 . 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 environmental matters. 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 and forward commodity 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 and renewables 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. The tariffs we charge for our pipeline transportation systems are primarily regulated by the Federal Energy Regulatory Commission. Our tariffs include provisions which allow us to deduct from our customer’s inventory a small percentage of the products our customers transport on our pipeline systems. We refer to these product quantities as pipeline loss allowance. We receive pipeline loss allowances from our customers as consideration for product losses during the transportation of their products on our pipeline systems. Our customers are guaranteed delivery of the amount of their injected volumes, net of pipeline loss allowance, irrespective of what our actual product losses may be during the delivery process. 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 June 30, 2017 and 2016 include $0.3 million and $1.2 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. 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. 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 June 30, 2017 or March 31, 2017 . 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. On April 1, 2017, we adopted the new inventory standard, Accounting Standards Update (“ASU”) No. 2015-11. Under this ASU, inventory is to be measured at the lower of cost or net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. 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: June 30, 2017 March 31, 2017 (in thousands) Crude oil $ 85,715 $ 146,857 Natural gas liquids: Propane 66,108 38,631 Butane 49,706 5,992 Other 6,638 6,035 Refined products: Gasoline 171,329 193,051 Diesel 123,770 98,237 Renewables: Ethanol 38,100 42,009 Biodiesel 12,447 21,410 Other 9,280 9,210 Total $ 563,093 $ 561,432 Investments in Unconsolidated Entities Investments we cannot control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also 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. Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Date Acquired June 30, 2017 March 31, 2017 (in thousands) Glass Mountain Pipeline, LLC (2) Crude Oil Logistics 50% December 2013 $ 175,215 $ 172,098 E Energy Adams, LLC Refined Products and Renewables 19% December 2013 13,445 12,952 Water treatment and disposal facility (3) Water Solutions 50% August 2015 2,165 2,147 Victory Propane, LLC Retail Propane 50% April 2015 123 226 Total $ 190,948 $ 187,423 (1) Ownership interest percentages are at June 30, 2017 . (2) Our investment in Glass Mountain Pipeline, LLC (“Glass Mountain”) exceeds our proportionate share of the historical net book value of Glass Mountain’s net assets by $72.0 million at June 30, 2017 . This difference relates primarily to goodwill and customer relationships. We amortize the value of the customer relationships and record the expense within equity in earnings of unconsolidated entities in our unaudited condensed consolidated statement of operations. (3) This is an investment in an unincorporated joint venture. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Loan receivable (1) $ 38,004 $ 40,684 Line fill (2) 30,628 30,628 Tank bottoms (3) 42,044 42,044 Minimum shipping fees - pipeline commitments (4) 71,048 67,996 Other 57,202 58,252 Total $ 238,926 $ 239,604 (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) Represents minimum volumes of crude oil we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2017 and March 31, 2017 , line fill consisted of 427,193 barrels and 427,193 barrels of crude oil, respectively. Line fill held in pipelines we own is included within property, plant and equipment (see Note 5 ). (3) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. At June 30, 2017 and March 31, 2017 , 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 ). (4) Represents the minimum shipping fees paid in excess of volumes shipped. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9 ). Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Accrued compensation and benefits $ 18,337 $ 22,227 Excise and other tax liabilities 61,284 64,051 Derivative liabilities 23,428 27,622 Accrued interest 36,454 44,418 Product exchange liabilities 8,844 1,693 Deferred gain on sale of general partner interest in TLP 30,113 30,113 Other 14,389 17,001 Total $ 192,849 $ 207,125 Deferred Gain on Sale of General Partner Interest in TLP On February 1, 2016, we sold our general partner interest in TransMontaigne Partners L.P. (“TLP”) to an affiliate of ArcLight Capital Partners. We deferred a portion of the gain on the sale and will recognize this amount over our future lease payment obligations, which is approximately seven years . During the three months ended June 30, 2017 and 2016 , we recognized $7.5 million and $7.5 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, $131.8 million , is recorded in other noncurrent liabilities. Noncontrolling Interests Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our unaudited condensed consolidated balance sheet. The redeemable noncontrolling interest is adjusted at the balance sheet date to its maximum redemption value if the amount is greater than the carrying value. During the three months ended June 30, 2017 , we recorded $0.6 million to adjust the redeemable noncontrolling interest to its maximum redemption value. 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 fair 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. 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. Also, certain line items in our unaudited condensed consolidated statement of cash flows were combined and the prior period amounts were combined to be consistent with the classification methods used in the current fiscal year. Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-15, “Statement of Cash Flows-Classification of Certain Cash Receipts and Cash Payments.” The ASU requires cash payments not made soon after the acquisition date of a business combination by an acquirer to settle a contingent consideration liability to be separated and classified as cash outflows for financing activities and operating activities. Cash payments up to the amount of the contingent consideration liability recognized at the acquisition date (including measurement-period adjustments) should be classified as financing activities and any excess should be classified as operating activities. We adopted this ASU effective April 1, 2017 and have revised previously reported information. 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, which would include accounts receivable. 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 currently 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 currently in the process of compiling a database of leases and analyzing each lease to assess the impact under this ASU on our consolidated financial statements. 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 evaluating our revenue contracts by segment and type to determine the potential impact of adopting this ASU. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts may be impacted by the adoption of this ASU; however, we are still in the process of quantifying these impacts and have not yet determined whether they would be material to our consolidated financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under this ASU. We continue to monitor additional authoritative or interpretive guidance related to this ASU as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us. We currently anticipate utilizing a modified retrospective adoption as of April 1, 2018. |
Income (Loss) Per Common Unit
Income (Loss) Per Common Unit | 3 Months Ended |
Jun. 30, 2017 | |
Earnings Per Unit [Abstract] | |
Income (Loss) Per Common Unit | Income (Loss) Per Common Unit The following table presents our calculation of basic and diluted weighted average units outstanding for the periods indicated: Three Months Ended June 30, 2017 2016 Weighted average units outstanding during the period: Common units - Basic 120,535,909 104,169,573 Effect of Dilutive Securities: Warrants — 4,341,991 Class A Preferred Units — 19,942,169 Common units - Diluted 120,535,909 128,453,733 For the three months ended June 30, 2017 , Class A Preferred Units (as defined herein), warrants, Performance Awards (as defined herein), and Service Awards (as defined herein) were considered antidilutive. For the three months ended June 30, 2016 , the Service Awards and Performance Awards were considered antidilutive. Our income (loss) per common unit is as follows for the periods indicated: Three Months Ended June 30, 2017 2016 (in thousands, except unit and per unit amounts) Net (loss) income $ (63,707 ) $ 182,753 Less: Net income attributable to noncontrolling interests (52 ) (5,833 ) Less: Net loss attributable to redeemable noncontrolling interests 397 — Net (loss) income attributable to NGL Energy Partners LP (63,362 ) 176,920 Less: Distributions to preferred unitholders (9,684 ) (3,384 ) Less: Net loss (income) allocated to general partner (1) 40 (203 ) Less: Repurchase of warrants (2) (349 ) — Net (loss) income allocated to common unitholders (basic) (73,355 ) 173,333 Effect of dilutive securities — 3,381 Net (loss) income allocated to common unitholders (diluted) $ (73,355 ) $ 176,714 Basic (loss) income per common unit $ (0.61 ) $ 1.66 Diluted (loss) income per common unit $ (0.61 ) $ 1.38 Basic weighted average common units outstanding 120,535,909 104,169,573 Diluted weighted average common units outstanding 120,535,909 128,453,733 (1) Net loss (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 10 . (2) This amount represents the excess of the repurchase price over the fair value of the warrants, as discussed further in Note 10 . |
Acquisitions
Acquisitions | 3 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The following summarizes our acquisitions during the three months ended June 30, 2017 : Acquisition of Remaining Interest in NGL Solids Solutions, LLC On April 17, 2017, we entered into a purchase and sale agreement with the party owning the 50% noncontrolling interest in NGL Solids Solutions, LLC, a consolidated subsidiary, in our Water Solutions segment. Total consideration was $23.1 million , which consisted of cash of $20.0 million and the termination of a non-compete agreement that we valued at $3.1 million and in return we received the following: • The remaining 50% interest in NGL Solids Solutions, LLC; and • Two parcels of land to develop saltwater disposal wells. 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 is allocated to the individual assets acquired or liabilities assumed/released based on their relative fair values and does not give rise to goodwill or bargain purchase gains. We allocated $22.9 million to noncontrolling interest and $0.2 million to land. 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 50% noncontrolling interest had a carrying value of $16.6 million . For the termination of the non-compete agreement, we recorded a gain of $1.3 million , which included the carrying value of the non-compete agreement intangible asset that was written off (see Note 7 ). This gain was recorded within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations during the three months ended June 30, 2017 . The following summarizes the status of the preliminary purchase price allocation of acquisitions prior to April 1, 2017: Water Solutions Facilities During the three months ended June 30, 2017 , we completed the acquisition accounting for one water solutions facility. There were no adjustments to the fair value of assets acquired and liabilities assumed during the three months ended June 30, 2017 . We are in the process of finalizing the fair value of the property, plant and equipment acquired and asset retirement obligations assumed for one water solutions facility acquired in September 2016, and as a result, the estimates of fair value at March 31, 2017 are subject to change. Retail Propane Businesses During the three months ended June 30, 2017 , we completed the acquisition accounting for two retail propane businesses. There were no adjustments to the fair value of assets acquired and liabilities assumed during the three months ended June 30, 2017 . We are in the process of finalizing the fair value of the property, plant and equipment acquired for one retail propane business acquired in October 2016, and as a result, the estimates of fair value at March 31, 2017 are subject to change. Natural Gas Liquids Facilities During the three months ended June 30, 2017 , we completed the acquisition accounting for certain natural gas liquids facilities acquired in January 2017. There were no material adjustments to the fair value of assets acquired and liabilities assumed during the three months ended June 30, 2017 . |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2017 March 31, 2017 (in thousands) Natural gas liquids terminal and storage assets 2–30 years $ 236,363 $ 207,825 Pipeline and related facilities 30–40 years 253,022 248,582 Refined products terminal assets and equipment 15–25 years 6,736 6,736 Retail propane equipment 2–30 years 240,861 239,417 Vehicles and railcars 3–25 years 196,576 198,480 Water treatment facilities and equipment 3–30 years 566,306 557,100 Crude oil tanks and related equipment 2–30 years 220,732 203,003 Barges and towboats 5–30 years 91,263 91,037 Information technology equipment 3–7 years 44,009 43,880 Buildings and leasehold improvements 3–40 years 170,651 161,957 Land 59,261 56,545 Tank bottoms and line fill (1) 24,462 24,462 Other 3–20 years 23,630 39,132 Construction in progress 36,603 87,711 2,170,475 2,165,867 Accumulated depreciation (400,857 ) (375,594 ) Net property, plant and equipment $ 1,769,618 $ 1,790,273 (1) 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. Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost. The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2017 2016 (in thousands) Depreciation expense $ 32,344 $ 27,654 Capitalized interest expense $ — $ 3,735 We record losses (gains) from the sales of property, plant and equipment and any write-downs in value due to impairment within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statements of operations. During the three months ended June 30, 2017 , we recorded a net gain of $2.5 million , of which $3.4 million related to a gain on the sale of excess pipe in our Crude Oil Logistics segment . |
Goodwill
Goodwill | 3 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill There were no changes to goodwill during the three months ended June 30, 2017 . |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: June 30, 2017 March 31, 2017 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3–20 years $ 906,782 $ 337,455 $ 569,327 $ 906,782 $ 316,242 $ 590,540 Customer commitments 10 years 310,000 20,667 289,333 310,000 12,917 297,083 Pipeline capacity rights 30 years 161,785 13,000 148,785 161,785 11,652 150,133 Rights-of-way and easements 1–40 years 63,766 2,931 60,835 63,402 2,154 61,248 Executory contracts and other agreements 3–30 years 29,036 21,468 7,568 29,036 20,457 8,579 Non-compete agreements 2–32 years 29,718 17,274 12,444 32,984 17,762 15,222 Trade names 1–10 years 15,439 13,486 1,953 15,439 13,396 2,043 Debt issuance costs (1) 5 years 40,789 21,111 19,678 38,983 20,025 18,958 Total amortizable 1,557,315 447,392 1,109,923 1,558,411 414,605 1,143,806 Non-amortizable: Trade names 20,150 — 20,150 20,150 — 20,150 Total non-amortizable 20,150 — 20,150 20,150 — 20,150 Total $ 1,577,465 $ 447,392 $ 1,130,073 $ 1,578,561 $ 414,605 $ 1,163,956 (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. We incurred $1.8 million in debt issuance costs related to the June 2017 amendment and restatement of our Credit Agreement (as defined herein). The weighted-average remaining amortization period for intangible assets is approximately 11.0 years . Write off of Intangible Assets During the three months ended June 30, 2017 , we wrote off $1.8 million related to the non-compete agreement which was terminated as part of our acquisition of the remaining interest in NGL Solids Solutions, LLC (see Note 4 ). Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2017 2016 (in thousands) Depreciation and amortization $ 31,535 $ 21,252 Cost of sales 1,585 1,596 Interest expense 1,086 1,725 Total $ 34,206 $ 24,573 Expected amortization of our intangible assets is as follows (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 99,985 2019 128,423 2020 125,036 2021 111,928 2022 96,825 Thereafter 547,726 Total $ 1,109,923 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: June 30, 2017 March 31, 2017 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ — $ — $ — $ — $ — $ — Working capital borrowings 769,500 — 769,500 814,500 — 814,500 Senior secured notes 195,000 (3,417 ) 191,583 250,000 (4,559 ) 245,441 Senior notes: 5.125% Notes due 2019 362,256 (2,697 ) 359,559 379,458 (3,191 ) 376,267 6.875% Notes due 2021 367,048 (5,472 ) 361,576 367,048 (5,812 ) 361,236 7.500% Notes due 2023 700,000 (11,043 ) 688,957 700,000 (11,329 ) 688,671 6.125% Notes due 2025 500,000 (8,378 ) 491,622 500,000 (8,567 ) 491,433 Other long-term debt 14,321 — 14,321 15,525 — 15,525 2,908,125 (31,007 ) 2,877,118 3,026,531 (33,458 ) 2,993,073 Less: Current maturities 42,793 — 42,793 29,590 — 29,590 Long-term debt $ 2,865,332 $ (31,007 ) $ 2,834,325 $ 2,996,941 $ (33,458 ) $ 2,963,483 (1) Debt issuance costs related to the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. Amortization expense for debt issuance costs related to long-term debt in the table above was $1.7 million and $0.9 million during the three months ended June 30, 2017 and 2016 , respectively. Expected amortization of debt issuance costs is as follows (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 4,645 2019 6,099 2020 5,171 2021 4,788 2022 4,207 Thereafter 6,097 Total $ 31,007 Credit Agreement We are party to a $1.765 billion credit agreement (the “Credit Agreement”) with a syndicate of banks. As of June 30, 2017 , the Credit Agreement includes a revolving credit facility to fund working capital needs, which had a capacity of $1.0 billion for cash borrowings and letters of credit, (the “Working Capital Facility”) and a revolving credit facility to fund acquisitions and expansion projects, which had a capacity of $765.0 million (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). We had letters of credit of $71.7 million on the Working Capital Facility at June 30, 2017 . At June 30, 2017 , the borrowings under the Credit Agreement had a weighted average interest rate of 3.99% , calculated as the weighted average LIBOR rate of 1.19% plus a margin of 2.75% for LIBOR borrowings and the prime rate of 4.25% plus a margin of 1.75% on alternate base rate borrowings. At June 30, 2017 , the interest rate in effect on letters of credit was 2.75% . Commitment fees were charged at a rate ranging from 0.375% to 0.50% on any unused capacity. On June 2, 2017, we amended our Credit Agreement. The amendment, among other things, restricts us from increasing our distribution rate over the amount paid in the preceding quarter if our leverage ratio is greater than 4.25 to 1 and modifies our financial covenants. The following table summarizes the debt covenant levels specified in the Credit Agreement as of June 30, 2017 : Senior Secured Interest Period Beginning Leverage Ratio (1) Leverage Ratio (1) Coverage Ratio (2) March 31, 2017 4.75 3.25 2.75 June 30, 2017 5.50 2.50 2.25 March 31, 2018 4.75 3.25 2.75 March 31, 2019 and thereafter 4.50 3.25 2.75 (1) Amount represents the maximum ratio for the period presented. (2) Amount represents the minimum ratio for the period presented. At June 30, 2017 our leverage ratio was approximately 5.18 to 1 , our senior secured leverage ratio was approximately 0.49 to 1 and our interest coverage ratio was approximately 2.53 to 1 . At June 30, 2017 , we were in compliance with the covenants under the Credit Agreement. Senior Secured Notes During the three months ended June 30, 2017 , we repurchased $55.0 million of our senior secured notes for an aggregate purchase price of $57.2 million (excluding payments of accrued interest), and recorded a loss on the early extinguishment of $3.2 million (net of $1.0 million of debt issuance costs.) Following the repurchase, semi-annual installment payments will be $19.5 million beginning on December 19, 2017 and ending on the maturity date of June 19, 2022. On August 2, 2017, we amended the note purchase agreement for our senior secured notes with an effective date of June 2, 2017. The amendment, among other things, conforms the financial covenants to match the amended terms of Credit Agreement and provides for an increase in interest charged if our leverage ratio exceeds certain predetermined levels. In addition, the amendment also restricts us from increasing our distribution rate over the amount paid in the preceding quarter if our interest coverage ratio is less than 3.00 to 1. At June 30, 2017 , we were in compliance with the covenants under the note purchase agreement for our senior secured notes. Senior Notes During the three months ended June 30, 2017 , we repurchased $17.2 million of our 5.125% senior notes due 2019 for an aggregate purchase price of $17.2 million (excluding payments of accrued interest), and recorded a loss on the early extinguishment of $0.1 million (net of $0.1 million of debt issuance costs.) At June 30, 2017 , we were in compliance with the covenants under the indentures for all of the senior notes. Other Long-Term Debt We have 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 principal balance of $7.8 million at June 30, 2017 , and the implied interest rates on these instruments range from 1.91% to 7.00% per year. We also have certain notes payable related to equipment financing. These instruments have a principal balance of $6.5 million at June 30, 2017 , and the interest rates on these instruments range from 4.13% to 7.10% per year. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at June 30, 2017 : Fiscal Year Ending March 31, Revolving Senior Secured Notes Senior Notes Other Total (in thousands) 2018 (nine months) $ — $ 19,500 $ — $ 3,359 $ 22,859 2019 — 39,000 — 3,027 42,027 2020 — 39,000 362,256 2,228 403,484 2021 — 39,000 — 5,407 44,407 2022 769,500 39,000 367,048 241 1,175,789 Thereafter — 19,500 1,200,000 59 1,219,559 Total $ 769,500 $ 195,000 $ 1,929,304 $ 14,321 $ 2,908,125 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 includes a liability, measured on an undiscounted basis, of $2.3 million related to environmental matters, which is recorded within accrued expenses and other payables in our unaudited condensed consolidated balance sheet. 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 (“Gavilon Energy”), of alleged violations in 2011 by Gavilon Energy of the Clean Air Act’s renewable fuel standards regulations (prior to its acquisition by us 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 Energy 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 Energy and Western Dubuque and the generation of biodiesel renewable identification numbers (“RINs”) sold by Western Dubuque to Gavilon Energy 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 and 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, which was denied on May 24, 2017. 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 we are 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, 2017 $ 8,181 Liabilities incurred 94 Accretion expense 145 Balance at June 30, 2017 $ 8,420 In addition to the obligations described 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 June 30, 2017 (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 107,711 2019 117,029 2020 105,320 2021 91,837 2022 61,832 Thereafter 90,749 Total $ 574,478 Rental expense relating to operating leases was $31.3 million and $29.9 million during the three months ended June 30, 2017 and 2016 , respectively. Pipeline Capacity Agreements We have executed noncancelable agreements with crude oil 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. Under certain agreements we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement. We currently have a receivable recorded in other noncurrent assets in our unaudited condensed consolidated balance sheet for minimum shipping fees paid in previous periods that are expected to be recovered in future periods by exceeding the minimum monthly volumes (see Note 2 ). The following table summarizes future minimum throughput payments under these agreements at June 30, 2017 (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 39,078 2019 52,170 2020 42,418 Total $ 133,666 Construction Commitments At June 30, 2017 , we had construction commitments of $23.4 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. At June 30, 2017 , we had the following purchase commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Purchase Commitments: 2018 (nine months) $ 64,882 1,425 $ 20,282 34,984 2019 — — 1,341 2,268 Total $ 64,882 1,425 $ 21,623 37,252 Index-Price Purchase Commitments: 2018 (nine months) $ 602,405 14,444 $ 567,089 917,281 2019 309,448 7,547 22,702 37,674 2020 287,148 6,808 — — 2021 247,219 5,722 — — 2022 148,782 3,355 — — Total $ 1,595,002 37,876 $ 589,791 954,955 At June 30, 2017 , we had the following sale commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Sale Commitments: 2018 (nine months) $ 114,945 2,425 $ 89,357 119,500 2019 — — 4,206 5,880 2020 — — 163 215 Total $ 114,945 2,425 $ 93,726 125,595 Index-Price Sale Commitments: 2018 (nine months) $ 565,811 12,540 $ 489,789 577,141 2019 87,299 1,825 3,989 5,979 2020 52,426 1,070 — — Total $ 705,536 15,435 $ 493,778 583,120 We account for the contracts shown in the tables 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 tables above may have offsetting derivative contracts (described in Note 11 ) or inventory positions (described in Note 2 ). Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our unaudited condensed consolidated balance sheet and are not included in the tables above. These contracts are included in the derivative disclosures in Note 11 , and represent $36.0 million of our prepaid expenses and other current assets and $23.3 million of our accrued expenses and other payables at June 30, 2017 . |
Equity
Equity | 3 Months Ended |
Jun. 30, 2017 | |
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 warrants that were converted to common units during the three months ended June 30, 2017 , we issued 674 notional units to our general partner for less than $0.1 million in order to maintain its 0.1% interest in us. Our Distributions The following table summarizes distributions declared on our common units during the last two 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 24, 2017 May 8, 2017 May 15, 2017 $ 0.3900 $ 46,870 $ 80 July 20, 2017 August 4, 2017 August 14, 2017 $ 0.3900 $ 47,132 $ 81 Class A Convertible Preferred Units During the three months ended June 30, 2016 , we received net proceeds $235.0 million (net of offering costs of $5.0 million ) in connection with the issuance of 19,942,169 Class A Convertible Preferred Units (“Class A Preferred Units”) and 4,375,112 warrants. We allocated the net proceeds on a relative fair value basis to the Class A Preferred Units, which includes the value of a beneficial conversion feature, and the warrants. Accretion for the beneficial conversion feature, recorded as a deemed distribution, was $3.2 million for the three months ended June 30, 2017 . 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 and the final one-third of the warrants from and after the third anniversary. The warrants have an exercise price of $0.01 and an eight year term. During the three months ended June 30, 2017 , 607,653 warrants were converted to common units and we received proceeds of less than $0.1 million . In addition, we repurchased 850,716 unvested warrants for total proceeds of $10.5 million on June 23, 2017. We pay a cumulative, quarterly distribution in arrears at an annual rate of 10.75% on the Class A Preferred Units to the extent declared by the board of directors of our general partner. The following table summarizes distributions declared on our Class A Preferred Units during the last two quarters: Amount Paid/Payable to Class A Date Declared Date Paid/Payable Preferred Unitholders (in thousands) April 24, 2017 May 15, 2017 $ 6,449 July 20, 2017 August 14, 2017 $ 6,449 Class B Preferred Units During the three months ended June 30, 2017 , we issued 8,400,000 of our 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $203.0 million (net of the underwriters’ discount of $6.6 million and offering costs of $0.4 million ). Distributions on the Class B Preferred Units are payable on the 15th day of each January, April, July and October of each year (beginning on October 15, 2017) to holders of record on the first day of each payment month. The initial distribution rate for the Class B Preferred Units from and including the date of original issue to, but not including, July 1, 2022 is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). On and after July 1, 2022, distributions on the Class B Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR plus a spread of 7.213%. At any time on or after July 1, 2022, we may redeem our Class B Preferred Units, in whole or in part, at a redemption price of $25.00 per Class B Preferred Unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Class B Preferred Units upon a change of control as defined in our partnership agreement. If we choose not to redeem the Class B Preferred Units, the Class B preferred unitholders may have the ability to convert the Class B Preferred Units to common units at the then applicable conversion rate. Class B preferred unitholders have no voting rights except with respect to certain matters set forth in our partnership agreement. Amended and Restated Partnership Agreement On June 13, 2017, NGL Energy Holdings LLC executed the Fourth Amended and Restated Agreement of Limited Partnership. The preferences, rights, powers and duties of holders of the Class B Preferred Units are defined in the amended and restated partnership agreement. The Class B 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 and are on parity with the Class A Preferred Units. The Class B Preferred Units have no stated maturity but we may redeem the Class B Preferred Units at any time on or after July 1, 2022. Upon the occurrence of a change in control, we may redeem the Class B Preferred Units. At-The-Market Program On August 24, 2016, we entered into an equity distribution agreement in connection with an at-the-market program (the “ATM Program”) pursuant to which we may issue and sell up to $200.0 million of common units. We did not issue any common units under the ATM Program during the three months ended June 30, 2017 , and approximately $134.7 million remained available for sale under the ATM Program at June 30, 2017 . 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 both awards that: (i) vest contingent on the continued service of the recipients through the vesting date (the “Service Awards”) and (ii) vest 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”). On April 1, 2017, we made an accounting policy election to account for actual forfeitures, rather than estimate forfeitures each period (as previously required). As a result, the cumulative effect adjustment, which represents the differential between the amount of compensation expense previously recorded and the amount that would have been recorded without assuming forfeitures, had no impact on our consolidated financial statements. The following table summarizes the Service Award activity during the three months ended June 30, 2017 : Unvested Service Award units at March 31, 2017 2,708,500 Units granted 80,421 Units vested and issued (66,421 ) Units forfeited (25,300 ) Unvested Service Award units at June 30, 2017 2,697,200 The following table summarizes the scheduled vesting of our unvested Service Award units at June 30, 2017 : Fiscal Year Ending March 31, 2018 (nine months) 875,400 2019 911,850 2020 907,450 2021 2,500 Total 2,697,200 Service Awards are valued at the closing price as of the grant date 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 at least equals the portion of the grant-date value of the award that is vested at that date. During the three months ended June 30, 2017 and 2016 , we recorded compensation expense related to Service Award units of $5.3 million and $20.9 million , respectively. Of the restricted units granted and vested during the three months ended June 30, 2017 , 66,421 units were granted as a bonus for performance during the fiscal year ended March 31, 2017 . We accrued expense of $0.9 million during the fiscal year ended March 31, 2017 as an estimate of the value of such bonus units that would be granted. The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at June 30, 2017 (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 9,038 2019 10,631 2020 2,804 2021 10 Total $ 22,483 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 June 30, 2017 , 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 During the three months ended June 30, 2017 , there was no activity related to our Performance Award units. During the July 1, 2014 through June 30, 2017 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 Performance Award units vested on July 1, 2017 and performance units with the July 1, 2017 vesting date 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 will terminate, expire and otherwise be forfeited by the participants. During the three months ended June 30, 2017 and 2016 , we recorded compensation expense related to Performance Award units of $2.1 million and $1.5 million , respectively. The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at June 30, 2017 (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 4,127 2019 3,232 2020 655 Total $ 8,014 At June 30, 2017 , approximately 2.4 million common units remain available for issuance under the LTIP. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Jun. 30, 2017 | |
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: June 30, 2017 March 31, 2017 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 18,116 $ (1,800 ) $ 2,590 $ (21,113 ) Level 2 measurements 36,686 (23,502 ) 38,729 (27,799 ) 54,802 (25,302 ) 41,319 (48,912 ) Netting of counterparty contracts (1) (1,800 ) 1,800 (1,508 ) 1,508 Net cash collateral provided (held) (5,301 ) (11 ) (1,035 ) 19,604 Commodity derivatives $ 47,701 $ (23,513 ) $ 38,776 $ (27,800 ) (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: June 30, 2017 March 31, 2017 (in thousands) Prepaid expenses and other current assets $ 47,123 $ 38,711 Other noncurrent assets 578 65 Accrued expenses and other payables (23,428 ) (27,622 ) Other noncurrent liabilities (85 ) (178 ) Net commodity derivative asset $ 24,188 $ 10,976 The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At June 30, 2017: Crude oil fixed-price (1) July 2017–September 2017 (775 ) $ 604 Propane fixed-price (1) July 2017–December 2018 560 583 Refined products fixed-price (1) July 2017–January 2019 (4,037 ) 25,419 Refined products index (1) July 2017–December 2017 (12 ) (87 ) Other July 2017–March 2022 2,981 29,500 Net cash collateral held (5,312 ) Net commodity derivative asset $ 24,188 At March 31, 2017: Crude oil fixed-price (1) April 2017–May 2017 (800 ) $ (55 ) Propane fixed-price (1) April 2017–December 2018 220 1,082 Refined products fixed-price (1) April 2017–January 2019 (4,682 ) (7,729 ) Refined products index (1) April 2017–December 2017 (18 ) (103 ) Other April 2017–March 2022 (788 ) (7,593 ) Net cash collateral provided 18,569 Net commodity derivative asset $ 10,976 (1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. During the three months ended June 30, 2017 , we recorded a net gain of $36.5 million and during the three months ended June 30, 2016 , we recorded a net loss of $59.7 million from our commodity derivatives to cost of sales in our unaudited condensed consolidated statements of operations. Credit Risk We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At June 30, 2017 , 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 June 30, 2017 , we had $769.5 million of outstanding borrowings under our Revolving Credit Facility at a weighted average interest rate of 3.99% . Fair Value of Fixed-Rate Notes The following table provides fair value estimates of our fixed-rate notes at June 30, 2017 (in thousands): Senior secured notes $ 200,935 Senior notes 5.125% Notes due 2019 $ 361,695 6.875% Notes due 2021 $ 366,130 7.500% Notes due 2023 $ 690,393 6.125% Notes due 2025 $ 460,625 For the senior secured 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. For the senior notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 1 in the fair value hierarchy. |
Segments
Segments | 3 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments The following table summarizes certain financial data related to our segments. 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. Three Months Ended June 30, 2017 2016 (in thousands) Revenues: Crude Oil Logistics: Crude oil sales $ 480,285 $ 414,619 Crude oil transportation and other 26,986 12,934 Elimination of intersegment sales (2,356 ) (1,602 ) Total Crude Oil Logistics revenues 504,915 425,951 Water Solutions: Service fees 33,321 25,697 Recovered hydrocarbons 9,960 7,196 Other revenues 3,686 2,860 Total Water Solutions revenues 46,967 35,753 Liquids: Propane sales 136,860 96,471 Butane sales 68,232 54,575 Other product sales 84,303 59,160 Other revenues 6,012 7,147 Elimination of intersegment sales (17,593 ) (12,304 ) Total Liquids revenues 277,814 205,049 Retail Propane: Propane sales 48,632 41,641 Distillate sales 9,555 10,455 Other revenues 8,893 8,307 Elimination of intersegment sales (8 ) (16 ) Total Retail Propane revenues 67,072 60,387 Refined Products and Renewables: Refined products sales 2,773,607 1,876,857 Renewables sales 110,966 106,482 Service fees 118 11,266 Elimination of intersegment sales (54 ) (42 ) Total Refined Products and Renewables revenues 2,884,637 1,994,563 Corporate and Other 161 267 Total revenues $ 3,781,566 $ 2,721,970 Depreciation and Amortization: Crude Oil Logistics $ 20,835 $ 8,968 Water Solutions 24,008 24,434 Liquids 6,330 4,449 Retail Propane 11,462 9,687 Refined Products and Renewables 324 417 Corporate and Other 920 951 Total depreciation and amortization $ 63,879 $ 48,906 Operating Income (Loss): Crude Oil Logistics $ 4,357 $ (625 ) Water Solutions (1,154 ) 79,464 Liquids (8,772 ) (57 ) Retail Propane (5,868 ) (2,502 ) Refined Products and Renewables 14,496 149,769 Corporate and Other (17,726 ) (32,149 ) Total operating (loss) income $ (14,667 ) $ 193,900 The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Three Months Ended June 30, 2017 2016 (in thousands) Crude Oil Logistics $ 7,058 $ 72,305 Water Solutions 19,405 43,116 Liquids 542 6,468 Retail Propane 3,846 6,549 Refined Products and Renewables — 24 Corporate and Other 269 1,118 Total $ 31,120 $ 129,580 The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, and goodwill) and total assets by segment at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Long-lived assets, net: Crude Oil Logistics $ 1,694,378 $ 1,724,805 Water Solutions 1,255,070 1,261,944 Liquids 613,361 619,204 Retail Propane 538,254 547,960 Refined Products and Renewables 213,883 215,637 Corporate and Other 36,461 36,395 Total $ 4,351,407 $ 4,405,945 Total assets: Crude Oil Logistics $ 2,405,538 $ 2,538,768 Water Solutions 1,307,086 1,301,415 Liquids 817,997 767,597 Retail Propane 606,537 622,859 Refined Products and Renewables 911,361 988,073 Corporate and Other 70,196 101,667 Total $ 6,118,715 $ 6,320,379 |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Jun. 30, 2017 | |
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 E Energy Adams, LLC, an equity method investee (see Note 2). 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 three months ended June 30, 2017 , less than $0.1 million of these transactions were capital expenditures and were recorded as increases to property, plant and equipment. The following table summarizes these related party transactions for the periods indicated: Three Months Ended June 30, 2017 2016 (in thousands) Sales to SemGroup $ 123 $ 71 Purchases from SemGroup $ 1,017 $ 2,025 Sales to equity method investees $ 98 $ 405 Purchases from equity method investees $ 27,906 $ 30,647 Sales to entities affiliated with management $ 83 $ 77 Purchases from entities affiliated with management $ 197 $ 8,243 Accounts receivable from affiliates consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Receivables from SemGroup $ 1,482 $ 6,668 Receivables from equity method investees 16 15 Receivables from entities affiliated with management 54 28 Total $ 1,552 $ 6,711 Accounts payable to affiliates consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Payables to SemGroup $ 1,440 $ 6,571 Payables to equity method investees 323 1,306 Payables to entities affiliated with management 14 41 Total $ 1,777 $ 7,918 We have a loan receivable of $3.7 million at June 30, 2017 from Victory Propane, LLC, an equity method investee (see Note 2), 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. On June 23, 2017, we repurchased outstanding warrants, as discussed further in Note 10 , from funds managed by Oaktree Capital Management, L.P., who are represented on our board of directors. |
Unaudited Condensed Consolidati
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information | 3 Months Ended |
Jun. 30, 2017 | |
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 senior 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 senior notes. Since NGL Energy Partners LP received the proceeds from the issuance of the senior 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 senior 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 (in Thousands) June 30, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 9,847 $ — $ 6,980 $ 2,721 $ — $ 19,548 Accounts receivable-trade, net of allowance for doubtful accounts — — 650,373 2,356 — 652,729 Accounts receivable-affiliates — — 1,552 — — 1,552 Inventories — — 562,490 603 — 563,093 Prepaid expenses and other current assets — — 96,361 451 — 96,812 Total current assets 9,847 — 1,317,756 6,131 — 1,333,734 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,737,694 31,924 — 1,769,618 GOODWILL — — 1,438,959 12,757 — 1,451,716 INTANGIBLE ASSETS, net of accumulated amortization — — 1,116,073 14,000 — 1,130,073 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 190,948 — — 190,948 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,515,786 — (2,494,298 ) (21,488 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,882,025 — 25,044 — (1,907,069 ) — LOAN RECEIVABLE-AFFILIATE — — 3,700 — — 3,700 OTHER NONCURRENT ASSETS — — 238,926 — — 238,926 Total assets $ 4,407,658 $ — $ 3,574,802 $ 43,324 $ (1,907,069 ) $ 6,118,715 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 521,538 $ 617 $ — $ 522,155 Accounts payable-affiliates 1 — 1,776 — — 1,777 Accrued expenses and other payables 33,719 — 158,387 743 — 192,849 Advance payments received from customers — — 56,529 542 — 57,071 Current maturities of long-term debt 39,000 — 3,409 384 — 42,793 Total current liabilities 72,720 — 741,639 2,286 — 816,645 LONG-TERM DEBT, net of debt issuance costs and current maturities 2,054,297 — 778,976 1,052 — 2,834,325 OTHER NONCURRENT LIABILITIES — — 172,162 4,406 — 176,568 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 67,048 — — — — 67,048 REDEEMABLE NONCONTROLLING INTEREST — — — 3,251 — 3,251 EQUITY: Partners’ equity 2,213,593 — 1,884,016 32,541 (1,914,354 ) 2,215,796 Accumulated other comprehensive loss — — (1,991 ) (212 ) — (2,203 ) Noncontrolling interests — — — — 7,285 7,285 Total equity 2,213,593 — 1,882,025 32,329 (1,907,069 ) 2,220,878 Total liabilities and equity $ 4,407,658 $ — $ 3,574,802 $ 43,324 $ (1,907,069 ) $ 6,118,715 Unaudited Condensed Consolidating Balance Sheet (in Thousands) March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,257 $ — $ 2,903 $ 3,104 $ — $ 12,264 Accounts receivable-trade, net of allowance for doubtful accounts — — 795,479 5,128 — 800,607 Accounts receivable-affiliates — — 6,711 — — 6,711 Inventories — — 560,769 663 — 561,432 Prepaid expenses and other current assets — — 102,703 490 — 103,193 Total current assets 6,257 — 1,468,565 9,385 — 1,484,207 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,725,383 64,890 — 1,790,273 GOODWILL — — 1,437,759 13,957 — 1,451,716 INTANGIBLE ASSETS, net of accumulated amortization — — 1,149,524 14,432 — 1,163,956 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 187,423 — — 187,423 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,424,730 — (2,408,189 ) (16,541 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,978,158 — 47,598 — (2,025,756 ) — LOAN RECEIVABLE-AFFILIATE — — 3,200 — — 3,200 OTHER NONCURRENT ASSETS — — 239,436 168 — 239,604 Total assets $ 4,409,145 $ — $ 3,850,699 $ 86,291 $ (2,025,756 ) $ 6,320,379 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 657,077 $ 944 $ — $ 658,021 Accounts payable-affiliates 1 — 7,907 10 — 7,918 Accrued expenses and other payables 42,150 — 164,012 963 — 207,125 Advance payments received from customers — — 35,107 837 — 35,944 Current maturities of long-term debt 25,000 — 4,211 379 — 29,590 Total current liabilities 67,151 — 868,314 3,133 — 938,598 LONG-TERM DEBT, net of debt issuance costs and current maturities 2,138,048 — 824,370 1,065 — 2,963,483 OTHER NONCURRENT LIABILITIES — — 179,857 4,677 — 184,534 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 63,890 — — — — 63,890 REDEEMABLE NONCONTROLLING INTEREST — — — 3,072 — 3,072 EQUITY: Partners’ equity 2,140,056 — 1,979,785 74,545 (2,052,502 ) 2,141,884 Accumulated other comprehensive loss — — (1,627 ) (201 ) — (1,828 ) Noncontrolling interests — — — — 26,746 26,746 Total equity 2,140,056 — 1,978,158 74,344 (2,025,756 ) 2,166,802 Total liabilities and equity $ 4,409,145 $ — $ 3,850,699 $ 86,291 $ (2,025,756 ) $ 6,320,379 Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended June 30, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 3,777,883 $ 4,087 $ (404 ) $ 3,781,566 COST OF SALES — — 3,641,494 1,018 (404 ) 3,642,108 OPERATING COSTS AND EXPENSES: Operating — — 74,504 1,965 — 76,469 General and administrative — — 24,804 187 — 24,991 Depreciation and amortization — — 62,433 1,446 — 63,879 (Gain) loss on disposal or impairment of assets, net — — (11,879 ) 665 — (11,214 ) Operating Loss — — (13,473 ) (1,194 ) — (14,667 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 1,816 — — 1,816 Interest expense (38,371 ) — (10,832 ) (226 ) 203 (49,226 ) Loss on early extinguishment of liabilities, net (3,281 ) — — — — (3,281 ) Other income, net — — 2,274 39 (203 ) 2,110 Loss Before Income Taxes (41,652 ) — (20,215 ) (1,381 ) — (63,248 ) INCOME TAX EXPENSE — — (459 ) — — (459 ) EQUITY IN NET LOSS OF CONSOLIDATED SUBSIDIARIES (21,710 ) — (1,036 ) — 22,746 — Net Loss (63,362 ) — (21,710 ) (1,381 ) 22,746 (63,707 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (52 ) (52 ) LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS 397 397 LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (9,684 ) (9,684 ) LESS: NET LOSS ALLOCATED TO GENERAL PARTNER 40 40 LESS: REPURCHASE OF WARRANTS (349 ) (349 ) NET LOSS ALLOCATED TO COMMON UNITHOLDERS $ (63,362 ) $ — $ (21,710 ) $ (1,381 ) $ 13,098 $ (73,355 ) Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 2,714,981 $ 7,351 $ (362 ) $ 2,721,970 COST OF SALES — — 2,565,828 974 (362 ) 2,566,440 OPERATING COSTS AND EXPENSES: Operating — — 70,881 4,291 — 75,172 General and administrative — — 41,626 245 — 41,871 Depreciation and amortization — — 46,309 2,597 — 48,906 (Gain) loss on disposal or impairment of assets, net — — (204,339 ) 20 — (204,319 ) Operating Income (Loss) — — 194,676 (776 ) — 193,900 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 394 — — 394 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (16,326 ) — (14,028 ) (162 ) 78 (30,438 ) Gain on early extinguishment of liabilities, net 8,614 — 21,338 — — 29,952 Other income, net — — 3,836 14 (78 ) 3,772 (Loss) Income Before Income Taxes (7,712 ) — 191,851 (924 ) — 183,215 INCOME TAX EXPENSE — — (462 ) — — (462 ) EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES 184,632 — (6,757 ) — (177,875 ) — Net Income (Loss) 176,920 — 184,632 (924 ) (177,875 ) 182,753 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (5,833 ) (5,833 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (3,384 ) (3,384 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (203 ) (203 ) NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS $ 176,920 $ — $ 184,632 $ (924 ) $ (187,295 ) $ 173,333 Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (in Thousands) Three Months Ended June 30, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net loss $ (63,362 ) $ — $ (21,710 ) $ (1,381 ) $ 22,746 $ (63,707 ) Other comprehensive loss — — (364 ) (11 ) — (375 ) Comprehensive loss $ (63,362 ) $ — $ (22,074 ) $ (1,392 ) $ 22,746 $ (64,082 ) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income (loss) $ 176,920 $ — $ 184,632 $ (924 ) $ (177,875 ) $ 182,753 Other comprehensive loss — — (142 ) (10 ) — (152 ) Comprehensive income (loss) $ 176,920 $ — $ 184,490 $ (934 ) $ (177,875 ) $ 182,601 Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Three Months Ended June 30, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (60,756 ) $ — $ 26,788 $ 34,959 $ 991 INVESTING ACTIVITIES: Capital expenditures — — (31,164 ) (327 ) (31,491 ) Acquisitions, net of cash acquired — — (19,897 ) — (19,897 ) Cash flows from settlements of commodity derivatives — — 23,287 — 23,287 Proceeds from sales of assets — — 20,135 — 20,135 Investments in unconsolidated entities — — (5,250 ) — (5,250 ) Distributions of capital from unconsolidated entities — — 2,115 — 2,115 Payments on loan for natural gas liquids facility — — 2,401 — 2,401 Loan to affiliate — — (500 ) — (500 ) Net cash used in investing activities — — (8,873 ) (327 ) (9,200 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 299,500 — 299,500 Payments on Revolving Credit Facility — — (344,500 ) — (344,500 ) Repurchase of senior secured and senior notes (74,391 ) — — — (74,391 ) Payments on other long-term debt — — (1,297 ) (30 ) (1,327 ) Debt issuance costs (294 ) — (1,802 ) — (2,096 ) Contributions from noncontrolling interest owners, net — — — 23 23 Distributions to partners (53,399 ) — — — (53,399 ) Proceeds from sale of preferred units, net of offering costs 202,977 — — — 202,977 Repurchase of warrants (10,549 ) — — — (10,549 ) Payments for settlement and early extinguishment of liabilities — — (745 ) — (745 ) Net changes in advances with consolidated entities 2 — 35,006 (35,008 ) — Net cash provided by (used in) financing activities 64,346 — (13,838 ) (35,015 ) 15,493 Net increase (decrease) in cash and cash equivalents 3,590 — 4,077 (383 ) 7,284 Cash and cash equivalents, beginning of period 6,257 — 2,903 3,104 12,264 Cash and cash equivalents, end of period $ 9,847 $ — $ 6,980 $ 2,721 $ 19,548 Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash used in operating activities $ (18,411 ) $ — $ (47,551 ) $ (4,578 ) $ (70,540 ) INVESTING ACTIVITIES: Capital expenditures — — (138,832 ) (1,347 ) (140,179 ) Acquisitions, net of cash acquired — — (14,458 ) — (14,458 ) Cash flows from settlements of commodity derivatives — — (21,535 ) — (21,535 ) Proceeds from sales of assets — — 421 17 438 Proceeds from sale of TLP common units — — 112,370 — 112,370 Distributions of capital from unconsolidated entities — — 2,941 — 2,941 Payments on loan for natural gas liquids facility — — 2,130 — 2,130 Loan to affiliate — — (1,000 ) — (1,000 ) Payments on loan to affiliate — — 655 — 655 Payment to terminate development agreement — — (16,875 ) — (16,875 ) Net cash used in investing activities — — (74,183 ) (1,330 ) (75,513 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 433,500 — 433,500 Payments on Revolving Credit Facility — — (454,500 ) — (454,500 ) Repurchase of senior notes (15,129 ) — — — (15,129 ) Payments on other long-term debt — — (1,777 ) (325 ) (2,102 ) Debt issuance costs (11 ) — (34 ) — (45 ) Contributions from noncontrolling interest owners, net (501 ) — — 830 329 Distributions to partners (40,696 ) — — — (40,696 ) Distributions to noncontrolling interest owners — — — (1,355 ) (1,355 ) Proceeds from sale of preferred units, net of offering costs 235,180 — — — 235,180 Payments for settlement and early extinguishment of liabilities — — (26,374 ) — (26,374 ) Net changes in advances with consolidated entities (177,872 ) — 171,715 6,157 — Other — — (53 ) — (53 ) Net cash provided by financing activities 971 — 122,477 5,307 128,755 Net (decrease) increase in cash and cash equivalents (17,440 ) — 743 (601 ) (17,298 ) Cash and cash equivalents, beginning of period 25,749 — 784 1,643 28,176 Cash and cash equivalents, end of period $ 8,309 $ — $ 1,527 $ 1,042 $ 10,878 |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
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, 2017 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2017 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 26, 2017. 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, 2018 . |
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 environmental matters. 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 and forward commodity 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 and renewables 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. The tariffs we charge for our pipeline transportation systems are primarily regulated by the Federal Energy Regulatory Commission. Our tariffs include provisions which allow us to deduct from our customer’s inventory a small percentage of the products our customers transport on our pipeline systems. We refer to these product quantities as pipeline loss allowance. We receive pipeline loss allowances from our customers as consideration for product losses during the transportation of their products on our pipeline systems. Our customers are guaranteed delivery of the amount of their injected volumes, net of pipeline loss allowance, irrespective of what our actual product losses may be during the delivery process. 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. |
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. 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. |
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. On April 1, 2017, we adopted the new inventory standard, Accounting Standards Update (“ASU”) No. 2015-11. Under this ASU, inventory is to be measured at the lower of cost or net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. 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. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also 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 Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our unaudited condensed consolidated balance sheet. The redeemable noncontrolling interest is adjusted at the balance sheet date to its maximum redemption value if the amount is greater than the carrying value. |
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 fair 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. |
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. Also, certain line items in our unaudited condensed consolidated statement of cash flows were combined and the prior period amounts were combined to be consistent with the classification methods used in the current fiscal year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-15, “Statement of Cash Flows-Classification of Certain Cash Receipts and Cash Payments.” The ASU requires cash payments not made soon after the acquisition date of a business combination by an acquirer to settle a contingent consideration liability to be separated and classified as cash outflows for financing activities and operating activities. Cash payments up to the amount of the contingent consideration liability recognized at the acquisition date (including measurement-period adjustments) should be classified as financing activities and any excess should be classified as operating activities. We adopted this ASU effective April 1, 2017 and have revised previously reported information. 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, which would include accounts receivable. 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 currently 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 currently in the process of compiling a database of leases and analyzing each lease to assess the impact under this ASU on our consolidated financial statements. 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 evaluating our revenue contracts by segment and type to determine the potential impact of adopting this ASU. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts may be impacted by the adoption of this ASU; however, we are still in the process of quantifying these impacts and have not yet determined whether they would be material to our consolidated financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under this ASU. We continue to monitor additional authoritative or interpretive guidance related to this ASU as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us. We currently anticipate utilizing a modified retrospective adoption as of April 1, 2018. |
Equity (Policies)
Equity (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Forfeitures | On April 1, 2017, we made an accounting policy election to account for actual forfeitures, rather than estimate forfeitures each period (as previously required). As a result, the cumulative effect adjustment, which represents the differential between the amount of compensation expense previously recorded and the amount that would have been recorded without assuming forfeitures, had no impact on our consolidated financial statements. |
Service Awards | Service Awards are valued at the closing price as of the grant date 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 at least equals 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 will terminate, expire and otherwise be forfeited by the participants. |
Significant Accounting Polici24
Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Crude oil $ 85,715 $ 146,857 Natural gas liquids: Propane 66,108 38,631 Butane 49,706 5,992 Other 6,638 6,035 Refined products: Gasoline 171,329 193,051 Diesel 123,770 98,237 Renewables: Ethanol 38,100 42,009 Biodiesel 12,447 21,410 Other 9,280 9,210 Total $ 563,093 $ 561,432 |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Date Acquired June 30, 2017 March 31, 2017 (in thousands) Glass Mountain Pipeline, LLC (2) Crude Oil Logistics 50% December 2013 $ 175,215 $ 172,098 E Energy Adams, LLC Refined Products and Renewables 19% December 2013 13,445 12,952 Water treatment and disposal facility (3) Water Solutions 50% August 2015 2,165 2,147 Victory Propane, LLC Retail Propane 50% April 2015 123 226 Total $ 190,948 $ 187,423 (1) Ownership interest percentages are at June 30, 2017 . (2) Our investment in Glass Mountain Pipeline, LLC (“Glass Mountain”) exceeds our proportionate share of the historical net book value of Glass Mountain’s net assets by $72.0 million at June 30, 2017 . This difference relates primarily to goodwill and customer relationships. We amortize the value of the customer relationships and record the expense within equity in earnings of unconsolidated entities in our unaudited condensed consolidated statement of operations. (3) This is an investment in an unincorporated joint venture. |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Loan receivable (1) $ 38,004 $ 40,684 Line fill (2) 30,628 30,628 Tank bottoms (3) 42,044 42,044 Minimum shipping fees - pipeline commitments (4) 71,048 67,996 Other 57,202 58,252 Total $ 238,926 $ 239,604 (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) Represents minimum volumes of crude oil we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2017 and March 31, 2017 , line fill consisted of 427,193 barrels and 427,193 barrels of crude oil, respectively. Line fill held in pipelines we own is included within property, plant and equipment (see Note 5 ). (3) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. At June 30, 2017 and March 31, 2017 , 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 ). (4) Represents the minimum shipping fees paid in excess of volumes shipped. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9 ). |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Accrued compensation and benefits $ 18,337 $ 22,227 Excise and other tax liabilities 61,284 64,051 Derivative liabilities 23,428 27,622 Accrued interest 36,454 44,418 Product exchange liabilities 8,844 1,693 Deferred gain on sale of general partner interest in TLP 30,113 30,113 Other 14,389 17,001 Total $ 192,849 $ 207,125 |
Income (Loss) Per Common Unit (
Income (Loss) Per Common Unit (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Earnings Per Unit [Abstract] | |
Schedule of weighted average number of units | The following table presents our calculation of basic and diluted weighted average units outstanding for the periods indicated: Three Months Ended June 30, 2017 2016 Weighted average units outstanding during the period: Common units - Basic 120,535,909 104,169,573 Effect of Dilutive Securities: Warrants — 4,341,991 Class A Preferred Units — 19,942,169 Common units - Diluted 120,535,909 128,453,733 For the three months ended June 30, 2017 , Class A Preferred Units (as defined herein), warrants, Performance Awards (as defined herein), and Service Awards (as defined herein) were considered antidilutive. For the three months ended June 30, 2016 , the Service Awards and Performance Awards were considered antidilutive. |
Schedule of income (loss) per common unit | Our income (loss) per common unit is as follows for the periods indicated: Three Months Ended June 30, 2017 2016 (in thousands, except unit and per unit amounts) Net (loss) income $ (63,707 ) $ 182,753 Less: Net income attributable to noncontrolling interests (52 ) (5,833 ) Less: Net loss attributable to redeemable noncontrolling interests 397 — Net (loss) income attributable to NGL Energy Partners LP (63,362 ) 176,920 Less: Distributions to preferred unitholders (9,684 ) (3,384 ) Less: Net loss (income) allocated to general partner (1) 40 (203 ) Less: Repurchase of warrants (2) (349 ) — Net (loss) income allocated to common unitholders (basic) (73,355 ) 173,333 Effect of dilutive securities — 3,381 Net (loss) income allocated to common unitholders (diluted) $ (73,355 ) $ 176,714 Basic (loss) income per common unit $ (0.61 ) $ 1.66 Diluted (loss) income per common unit $ (0.61 ) $ 1.38 Basic weighted average common units outstanding 120,535,909 104,169,573 Diluted weighted average common units outstanding 120,535,909 128,453,733 (1) Net loss (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 10 . (2) This amount represents the excess of the repurchase price over the fair value of the warrants, as discussed further in Note 10 . |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2017 March 31, 2017 (in thousands) Natural gas liquids terminal and storage assets 2–30 years $ 236,363 $ 207,825 Pipeline and related facilities 30–40 years 253,022 248,582 Refined products terminal assets and equipment 15–25 years 6,736 6,736 Retail propane equipment 2–30 years 240,861 239,417 Vehicles and railcars 3–25 years 196,576 198,480 Water treatment facilities and equipment 3–30 years 566,306 557,100 Crude oil tanks and related equipment 2–30 years 220,732 203,003 Barges and towboats 5–30 years 91,263 91,037 Information technology equipment 3–7 years 44,009 43,880 Buildings and leasehold improvements 3–40 years 170,651 161,957 Land 59,261 56,545 Tank bottoms and line fill (1) 24,462 24,462 Other 3–20 years 23,630 39,132 Construction in progress 36,603 87,711 2,170,475 2,165,867 Accumulated depreciation (400,857 ) (375,594 ) Net property, plant and equipment $ 1,769,618 $ 1,790,273 (1) 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. Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost. |
Schedule of depreciation expense and capitalized interest expense | The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2017 2016 (in thousands) Depreciation expense $ 32,344 $ 27,654 Capitalized interest expense $ — $ 3,735 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: June 30, 2017 March 31, 2017 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3–20 years $ 906,782 $ 337,455 $ 569,327 $ 906,782 $ 316,242 $ 590,540 Customer commitments 10 years 310,000 20,667 289,333 310,000 12,917 297,083 Pipeline capacity rights 30 years 161,785 13,000 148,785 161,785 11,652 150,133 Rights-of-way and easements 1–40 years 63,766 2,931 60,835 63,402 2,154 61,248 Executory contracts and other agreements 3–30 years 29,036 21,468 7,568 29,036 20,457 8,579 Non-compete agreements 2–32 years 29,718 17,274 12,444 32,984 17,762 15,222 Trade names 1–10 years 15,439 13,486 1,953 15,439 13,396 2,043 Debt issuance costs (1) 5 years 40,789 21,111 19,678 38,983 20,025 18,958 Total amortizable 1,557,315 447,392 1,109,923 1,558,411 414,605 1,143,806 Non-amortizable: Trade names 20,150 — 20,150 20,150 — 20,150 Total non-amortizable 20,150 — 20,150 20,150 — 20,150 Total $ 1,577,465 $ 447,392 $ 1,130,073 $ 1,578,561 $ 414,605 $ 1,163,956 (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. We incurred $1.8 million in debt issuance costs related to the June 2017 amendment and restatement of our Credit Agreement (as defined herein). |
Schedule of indefinite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: June 30, 2017 March 31, 2017 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3–20 years $ 906,782 $ 337,455 $ 569,327 $ 906,782 $ 316,242 $ 590,540 Customer commitments 10 years 310,000 20,667 289,333 310,000 12,917 297,083 Pipeline capacity rights 30 years 161,785 13,000 148,785 161,785 11,652 150,133 Rights-of-way and easements 1–40 years 63,766 2,931 60,835 63,402 2,154 61,248 Executory contracts and other agreements 3–30 years 29,036 21,468 7,568 29,036 20,457 8,579 Non-compete agreements 2–32 years 29,718 17,274 12,444 32,984 17,762 15,222 Trade names 1–10 years 15,439 13,486 1,953 15,439 13,396 2,043 Debt issuance costs (1) 5 years 40,789 21,111 19,678 38,983 20,025 18,958 Total amortizable 1,557,315 447,392 1,109,923 1,558,411 414,605 1,143,806 Non-amortizable: Trade names 20,150 — 20,150 20,150 — 20,150 Total non-amortizable 20,150 — 20,150 20,150 — 20,150 Total $ 1,577,465 $ 447,392 $ 1,130,073 $ 1,578,561 $ 414,605 $ 1,163,956 (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. We incurred $1.8 million in debt issuance costs related to the June 2017 amendment and restatement of our Credit Agreement (as defined herein). |
Schedule of amortization expense | Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2017 2016 (in thousands) Depreciation and amortization $ 31,535 $ 21,252 Cost of sales 1,585 1,596 Interest expense 1,086 1,725 Total $ 34,206 $ 24,573 |
Schedule of expected amortization of intangible assets | Expected amortization of our intangible assets is as follows (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 99,985 2019 128,423 2020 125,036 2021 111,928 2022 96,825 Thereafter 547,726 Total $ 1,109,923 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: June 30, 2017 March 31, 2017 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ — $ — $ — $ — $ — $ — Working capital borrowings 769,500 — 769,500 814,500 — 814,500 Senior secured notes 195,000 (3,417 ) 191,583 250,000 (4,559 ) 245,441 Senior notes: 5.125% Notes due 2019 362,256 (2,697 ) 359,559 379,458 (3,191 ) 376,267 6.875% Notes due 2021 367,048 (5,472 ) 361,576 367,048 (5,812 ) 361,236 7.500% Notes due 2023 700,000 (11,043 ) 688,957 700,000 (11,329 ) 688,671 6.125% Notes due 2025 500,000 (8,378 ) 491,622 500,000 (8,567 ) 491,433 Other long-term debt 14,321 — 14,321 15,525 — 15,525 2,908,125 (31,007 ) 2,877,118 3,026,531 (33,458 ) 2,993,073 Less: Current maturities 42,793 — 42,793 29,590 — 29,590 Long-term debt $ 2,865,332 $ (31,007 ) $ 2,834,325 $ 2,996,941 $ (33,458 ) $ 2,963,483 (1) Debt issuance costs related to the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. |
Schedule of future amortization expense of debt issuance costs | Expected amortization of debt issuance costs is as follows (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 4,645 2019 6,099 2020 5,171 2021 4,788 2022 4,207 Thereafter 6,097 Total $ 31,007 |
Schedule of financial covenants in Credit Agreement | The following table summarizes the debt covenant levels specified in the Credit Agreement as of June 30, 2017 : Senior Secured Interest Period Beginning Leverage Ratio (1) Leverage Ratio (1) Coverage Ratio (2) March 31, 2017 4.75 3.25 2.75 June 30, 2017 5.50 2.50 2.25 March 31, 2018 4.75 3.25 2.75 March 31, 2019 and thereafter 4.50 3.25 2.75 (1) Amount represents the maximum ratio for the period presented. (2) Amount represents the minimum ratio for the period presented. |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at June 30, 2017 : Fiscal Year Ending March 31, Revolving Senior Secured Notes Senior Notes Other Total (in thousands) 2018 (nine months) $ — $ 19,500 $ — $ 3,359 $ 22,859 2019 — 39,000 — 3,027 42,027 2020 — 39,000 362,256 2,228 403,484 2021 — 39,000 — 5,407 44,407 2022 769,500 39,000 367,048 241 1,175,789 Thereafter — 19,500 1,200,000 59 1,219,559 Total $ 769,500 $ 195,000 $ 1,929,304 $ 14,321 $ 2,908,125 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
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, 2017 $ 8,181 Liabilities incurred 94 Accretion expense 145 Balance at June 30, 2017 $ 8,420 |
Schedule of future minimum lease payments under contractual commitments | The following table summarizes future minimum lease payments under these agreements at June 30, 2017 (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 107,711 2019 117,029 2020 105,320 2021 91,837 2022 61,832 Thereafter 90,749 Total $ 574,478 |
Schedule of future minimum throughput payments under agreements | The following table summarizes future minimum throughput payments under these agreements at June 30, 2017 (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 39,078 2019 52,170 2020 42,418 Total $ 133,666 |
Schedule of outstanding purchase commitments | At June 30, 2017 , we had the following purchase commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Purchase Commitments: 2018 (nine months) $ 64,882 1,425 $ 20,282 34,984 2019 — — 1,341 2,268 Total $ 64,882 1,425 $ 21,623 37,252 Index-Price Purchase Commitments: 2018 (nine months) $ 602,405 14,444 $ 567,089 917,281 2019 309,448 7,547 22,702 37,674 2020 287,148 6,808 — — 2021 247,219 5,722 — — 2022 148,782 3,355 — — Total $ 1,595,002 37,876 $ 589,791 954,955 |
Schedule of outstanding sale commitments | At June 30, 2017 , we had the following sale commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Sale Commitments: 2018 (nine months) $ 114,945 2,425 $ 89,357 119,500 2019 — — 4,206 5,880 2020 — — 163 215 Total $ 114,945 2,425 $ 93,726 125,595 Index-Price Sale Commitments: 2018 (nine months) $ 565,811 12,540 $ 489,789 577,141 2019 87,299 1,825 3,989 5,979 2020 52,426 1,070 — — Total $ 705,536 15,435 $ 493,778 583,120 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Equity | |
Schedule of dividends declared | The following table summarizes distributions declared on our common units during the last two 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 24, 2017 May 8, 2017 May 15, 2017 $ 0.3900 $ 46,870 $ 80 July 20, 2017 August 4, 2017 August 14, 2017 $ 0.3900 $ 47,132 $ 81 |
Service awards | |
Equity | |
Schedule of awards activity | The following table summarizes the Service Award activity during the three months ended June 30, 2017 : Unvested Service Award units at March 31, 2017 2,708,500 Units granted 80,421 Units vested and issued (66,421 ) Units forfeited (25,300 ) Unvested Service Award units at June 30, 2017 2,697,200 |
Schedule of scheduled vesting of awards | The following table summarizes the scheduled vesting of our unvested Service Award units at June 30, 2017 : Fiscal Year Ending March 31, 2018 (nine months) 875,400 2019 911,850 2020 907,450 2021 2,500 Total 2,697,200 |
Schedule of estimated equity-based expense to be recorded on the awards granted | The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at June 30, 2017 (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 9,038 2019 10,631 2020 2,804 2021 10 Total $ 22,483 |
Performance awards | |
Equity | |
Schedule of awards activity | During the three months ended June 30, 2017 , there was no activity related to our Performance Award units. |
Schedule of estimated equity-based expense to be recorded on the awards granted | The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at June 30, 2017 (in thousands): Fiscal Year Ending March 31, 2018 (nine months) $ 4,127 2019 3,232 2020 655 Total $ 8,014 |
Schedule of performance measurement period for each tranche | As of June 30, 2017 , 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 |
Class A Convertible Preferred Units | |
Equity | |
Schedule of dividends declared | The following table summarizes distributions declared on our Class A Preferred Units during the last two quarters: Amount Paid/Payable to Class A Date Declared Date Paid/Payable Preferred Unitholders (in thousands) April 24, 2017 May 15, 2017 $ 6,449 July 20, 2017 August 14, 2017 $ 6,449 |
Fair Value of Financial Instr31
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
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: June 30, 2017 March 31, 2017 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 18,116 $ (1,800 ) $ 2,590 $ (21,113 ) Level 2 measurements 36,686 (23,502 ) 38,729 (27,799 ) 54,802 (25,302 ) 41,319 (48,912 ) Netting of counterparty contracts (1) (1,800 ) 1,800 (1,508 ) 1,508 Net cash collateral provided (held) (5,301 ) (11 ) (1,035 ) 19,604 Commodity derivatives $ 47,701 $ (23,513 ) $ 38,776 $ (27,800 ) (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 unaudited 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: June 30, 2017 March 31, 2017 (in thousands) Prepaid expenses and other current assets $ 47,123 $ 38,711 Other noncurrent assets 578 65 Accrued expenses and other payables (23,428 ) (27,622 ) Other noncurrent liabilities (85 ) (178 ) Net commodity derivative asset $ 24,188 $ 10,976 |
Summary of open commodity derivative contract positions | The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At June 30, 2017: Crude oil fixed-price (1) July 2017–September 2017 (775 ) $ 604 Propane fixed-price (1) July 2017–December 2018 560 583 Refined products fixed-price (1) July 2017–January 2019 (4,037 ) 25,419 Refined products index (1) July 2017–December 2017 (12 ) (87 ) Other July 2017–March 2022 2,981 29,500 Net cash collateral held (5,312 ) Net commodity derivative asset $ 24,188 At March 31, 2017: Crude oil fixed-price (1) April 2017–May 2017 (800 ) $ (55 ) Propane fixed-price (1) April 2017–December 2018 220 1,082 Refined products fixed-price (1) April 2017–January 2019 (4,682 ) (7,729 ) Refined products index (1) April 2017–December 2017 (18 ) (103 ) Other April 2017–March 2022 (788 ) (7,593 ) Net cash collateral provided 18,569 Net commodity derivative asset $ 10,976 (1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair value estimates of our fixed-rate notes at June 30, 2017 (in thousands): Senior secured notes $ 200,935 Senior notes 5.125% Notes due 2019 $ 361,695 6.875% Notes due 2021 $ 366,130 7.500% Notes due 2023 $ 690,393 6.125% Notes due 2025 $ 460,625 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
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. 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. Three Months Ended June 30, 2017 2016 (in thousands) Revenues: Crude Oil Logistics: Crude oil sales $ 480,285 $ 414,619 Crude oil transportation and other 26,986 12,934 Elimination of intersegment sales (2,356 ) (1,602 ) Total Crude Oil Logistics revenues 504,915 425,951 Water Solutions: Service fees 33,321 25,697 Recovered hydrocarbons 9,960 7,196 Other revenues 3,686 2,860 Total Water Solutions revenues 46,967 35,753 Liquids: Propane sales 136,860 96,471 Butane sales 68,232 54,575 Other product sales 84,303 59,160 Other revenues 6,012 7,147 Elimination of intersegment sales (17,593 ) (12,304 ) Total Liquids revenues 277,814 205,049 Retail Propane: Propane sales 48,632 41,641 Distillate sales 9,555 10,455 Other revenues 8,893 8,307 Elimination of intersegment sales (8 ) (16 ) Total Retail Propane revenues 67,072 60,387 Refined Products and Renewables: Refined products sales 2,773,607 1,876,857 Renewables sales 110,966 106,482 Service fees 118 11,266 Elimination of intersegment sales (54 ) (42 ) Total Refined Products and Renewables revenues 2,884,637 1,994,563 Corporate and Other 161 267 Total revenues $ 3,781,566 $ 2,721,970 Depreciation and Amortization: Crude Oil Logistics $ 20,835 $ 8,968 Water Solutions 24,008 24,434 Liquids 6,330 4,449 Retail Propane 11,462 9,687 Refined Products and Renewables 324 417 Corporate and Other 920 951 Total depreciation and amortization $ 63,879 $ 48,906 Operating Income (Loss): Crude Oil Logistics $ 4,357 $ (625 ) Water Solutions (1,154 ) 79,464 Liquids (8,772 ) (57 ) Retail Propane (5,868 ) (2,502 ) Refined Products and Renewables 14,496 149,769 Corporate and Other (17,726 ) (32,149 ) Total operating (loss) income $ (14,667 ) $ 193,900 |
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 June 30, 2017 2016 (in thousands) Crude Oil Logistics $ 7,058 $ 72,305 Water Solutions 19,405 43,116 Liquids 542 6,468 Retail Propane 3,846 6,549 Refined Products and Renewables — 24 Corporate and Other 269 1,118 Total $ 31,120 $ 129,580 |
Schedule of long-lived assets (consisting of property, plant and equipment, intangible assets and goodwill) and total assets by segment | The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, and goodwill) and total assets by segment at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Long-lived assets, net: Crude Oil Logistics $ 1,694,378 $ 1,724,805 Water Solutions 1,255,070 1,261,944 Liquids 613,361 619,204 Retail Propane 538,254 547,960 Refined Products and Renewables 213,883 215,637 Corporate and Other 36,461 36,395 Total $ 4,351,407 $ 4,405,945 Total assets: Crude Oil Logistics $ 2,405,538 $ 2,538,768 Water Solutions 1,307,086 1,301,415 Liquids 817,997 767,597 Retail Propane 606,537 622,859 Refined Products and Renewables 911,361 988,073 Corporate and Other 70,196 101,667 Total $ 6,118,715 $ 6,320,379 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Summary of purchase and sales transactions of products and services | The following table summarizes these related party transactions for the periods indicated: Three Months Ended June 30, 2017 2016 (in thousands) Sales to SemGroup $ 123 $ 71 Purchases from SemGroup $ 1,017 $ 2,025 Sales to equity method investees $ 98 $ 405 Purchases from equity method investees $ 27,906 $ 30,647 Sales to entities affiliated with management $ 83 $ 77 Purchases from entities affiliated with management $ 197 $ 8,243 |
Schedule of accounts receivable from affiliates | Accounts receivable from affiliates consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Receivables from SemGroup $ 1,482 $ 6,668 Receivables from equity method investees 16 15 Receivables from entities affiliated with management 54 28 Total $ 1,552 $ 6,711 |
Schedule of accounts payable to affiliates | Accounts payable to affiliates consist of the following at the dates indicated: June 30, 2017 March 31, 2017 (in thousands) Payables to SemGroup $ 1,440 $ 6,571 Payables to equity method investees 323 1,306 Payables to entities affiliated with management 14 41 Total $ 1,777 $ 7,918 |
Unaudited Condensed Consolida34
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information [Abstract] | |
Schedule of Unaudited Condensed Consolidating Balance Sheets | Unaudited Condensed Consolidating Balance Sheet (in Thousands) June 30, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 9,847 $ — $ 6,980 $ 2,721 $ — $ 19,548 Accounts receivable-trade, net of allowance for doubtful accounts — — 650,373 2,356 — 652,729 Accounts receivable-affiliates — — 1,552 — — 1,552 Inventories — — 562,490 603 — 563,093 Prepaid expenses and other current assets — — 96,361 451 — 96,812 Total current assets 9,847 — 1,317,756 6,131 — 1,333,734 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,737,694 31,924 — 1,769,618 GOODWILL — — 1,438,959 12,757 — 1,451,716 INTANGIBLE ASSETS, net of accumulated amortization — — 1,116,073 14,000 — 1,130,073 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 190,948 — — 190,948 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,515,786 — (2,494,298 ) (21,488 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,882,025 — 25,044 — (1,907,069 ) — LOAN RECEIVABLE-AFFILIATE — — 3,700 — — 3,700 OTHER NONCURRENT ASSETS — — 238,926 — — 238,926 Total assets $ 4,407,658 $ — $ 3,574,802 $ 43,324 $ (1,907,069 ) $ 6,118,715 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 521,538 $ 617 $ — $ 522,155 Accounts payable-affiliates 1 — 1,776 — — 1,777 Accrued expenses and other payables 33,719 — 158,387 743 — 192,849 Advance payments received from customers — — 56,529 542 — 57,071 Current maturities of long-term debt 39,000 — 3,409 384 — 42,793 Total current liabilities 72,720 — 741,639 2,286 — 816,645 LONG-TERM DEBT, net of debt issuance costs and current maturities 2,054,297 — 778,976 1,052 — 2,834,325 OTHER NONCURRENT LIABILITIES — — 172,162 4,406 — 176,568 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 67,048 — — — — 67,048 REDEEMABLE NONCONTROLLING INTEREST — — — 3,251 — 3,251 EQUITY: Partners’ equity 2,213,593 — 1,884,016 32,541 (1,914,354 ) 2,215,796 Accumulated other comprehensive loss — — (1,991 ) (212 ) — (2,203 ) Noncontrolling interests — — — — 7,285 7,285 Total equity 2,213,593 — 1,882,025 32,329 (1,907,069 ) 2,220,878 Total liabilities and equity $ 4,407,658 $ — $ 3,574,802 $ 43,324 $ (1,907,069 ) $ 6,118,715 Unaudited Condensed Consolidating Balance Sheet (in Thousands) March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,257 $ — $ 2,903 $ 3,104 $ — $ 12,264 Accounts receivable-trade, net of allowance for doubtful accounts — — 795,479 5,128 — 800,607 Accounts receivable-affiliates — — 6,711 — — 6,711 Inventories — — 560,769 663 — 561,432 Prepaid expenses and other current assets — — 102,703 490 — 103,193 Total current assets 6,257 — 1,468,565 9,385 — 1,484,207 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,725,383 64,890 — 1,790,273 GOODWILL — — 1,437,759 13,957 — 1,451,716 INTANGIBLE ASSETS, net of accumulated amortization — — 1,149,524 14,432 — 1,163,956 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 187,423 — — 187,423 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,424,730 — (2,408,189 ) (16,541 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,978,158 — 47,598 — (2,025,756 ) — LOAN RECEIVABLE-AFFILIATE — — 3,200 — — 3,200 OTHER NONCURRENT ASSETS — — 239,436 168 — 239,604 Total assets $ 4,409,145 $ — $ 3,850,699 $ 86,291 $ (2,025,756 ) $ 6,320,379 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 657,077 $ 944 $ — $ 658,021 Accounts payable-affiliates 1 — 7,907 10 — 7,918 Accrued expenses and other payables 42,150 — 164,012 963 — 207,125 Advance payments received from customers — — 35,107 837 — 35,944 Current maturities of long-term debt 25,000 — 4,211 379 — 29,590 Total current liabilities 67,151 — 868,314 3,133 — 938,598 LONG-TERM DEBT, net of debt issuance costs and current maturities 2,138,048 — 824,370 1,065 — 2,963,483 OTHER NONCURRENT LIABILITIES — — 179,857 4,677 — 184,534 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 63,890 — — — — 63,890 REDEEMABLE NONCONTROLLING INTEREST — — — 3,072 — 3,072 EQUITY: Partners’ equity 2,140,056 — 1,979,785 74,545 (2,052,502 ) 2,141,884 Accumulated other comprehensive loss — — (1,627 ) (201 ) — (1,828 ) Noncontrolling interests — — — — 26,746 26,746 Total equity 2,140,056 — 1,978,158 74,344 (2,025,756 ) 2,166,802 Total liabilities and equity $ 4,409,145 $ — $ 3,850,699 $ 86,291 $ (2,025,756 ) $ 6,320,379 |
Schedule of Unaudited Condensed Consolidating Statements of Operations | Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended June 30, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 3,777,883 $ 4,087 $ (404 ) $ 3,781,566 COST OF SALES — — 3,641,494 1,018 (404 ) 3,642,108 OPERATING COSTS AND EXPENSES: Operating — — 74,504 1,965 — 76,469 General and administrative — — 24,804 187 — 24,991 Depreciation and amortization — — 62,433 1,446 — 63,879 (Gain) loss on disposal or impairment of assets, net — — (11,879 ) 665 — (11,214 ) Operating Loss — — (13,473 ) (1,194 ) — (14,667 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 1,816 — — 1,816 Interest expense (38,371 ) — (10,832 ) (226 ) 203 (49,226 ) Loss on early extinguishment of liabilities, net (3,281 ) — — — — (3,281 ) Other income, net — — 2,274 39 (203 ) 2,110 Loss Before Income Taxes (41,652 ) — (20,215 ) (1,381 ) — (63,248 ) INCOME TAX EXPENSE — — (459 ) — — (459 ) EQUITY IN NET LOSS OF CONSOLIDATED SUBSIDIARIES (21,710 ) — (1,036 ) — 22,746 — Net Loss (63,362 ) — (21,710 ) (1,381 ) 22,746 (63,707 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (52 ) (52 ) LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS 397 397 LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (9,684 ) (9,684 ) LESS: NET LOSS ALLOCATED TO GENERAL PARTNER 40 40 LESS: REPURCHASE OF WARRANTS (349 ) (349 ) NET LOSS ALLOCATED TO COMMON UNITHOLDERS $ (63,362 ) $ — $ (21,710 ) $ (1,381 ) $ 13,098 $ (73,355 ) Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 2,714,981 $ 7,351 $ (362 ) $ 2,721,970 COST OF SALES — — 2,565,828 974 (362 ) 2,566,440 OPERATING COSTS AND EXPENSES: Operating — — 70,881 4,291 — 75,172 General and administrative — — 41,626 245 — 41,871 Depreciation and amortization — — 46,309 2,597 — 48,906 (Gain) loss on disposal or impairment of assets, net — — (204,339 ) 20 — (204,319 ) Operating Income (Loss) — — 194,676 (776 ) — 193,900 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 394 — — 394 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (16,326 ) — (14,028 ) (162 ) 78 (30,438 ) Gain on early extinguishment of liabilities, net 8,614 — 21,338 — — 29,952 Other income, net — — 3,836 14 (78 ) 3,772 (Loss) Income Before Income Taxes (7,712 ) — 191,851 (924 ) — 183,215 INCOME TAX EXPENSE — — (462 ) — — (462 ) EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES 184,632 — (6,757 ) — (177,875 ) — Net Income (Loss) 176,920 — 184,632 (924 ) (177,875 ) 182,753 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (5,833 ) (5,833 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (3,384 ) (3,384 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (203 ) (203 ) NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS $ 176,920 $ — $ 184,632 $ (924 ) $ (187,295 ) $ 173,333 |
Schedule of Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) | Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (in Thousands) Three Months Ended June 30, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net loss $ (63,362 ) $ — $ (21,710 ) $ (1,381 ) $ 22,746 $ (63,707 ) Other comprehensive loss — — (364 ) (11 ) — (375 ) Comprehensive loss $ (63,362 ) $ — $ (22,074 ) $ (1,392 ) $ 22,746 $ (64,082 ) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income (loss) $ 176,920 $ — $ 184,632 $ (924 ) $ (177,875 ) $ 182,753 Other comprehensive loss — — (142 ) (10 ) — (152 ) Comprehensive income (loss) $ 176,920 $ — $ 184,490 $ (934 ) $ (177,875 ) $ 182,601 |
Schedule of Unaudited Condensed Consolidating Statements of Cash Flows | Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Three Months Ended June 30, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (60,756 ) $ — $ 26,788 $ 34,959 $ 991 INVESTING ACTIVITIES: Capital expenditures — — (31,164 ) (327 ) (31,491 ) Acquisitions, net of cash acquired — — (19,897 ) — (19,897 ) Cash flows from settlements of commodity derivatives — — 23,287 — 23,287 Proceeds from sales of assets — — 20,135 — 20,135 Investments in unconsolidated entities — — (5,250 ) — (5,250 ) Distributions of capital from unconsolidated entities — — 2,115 — 2,115 Payments on loan for natural gas liquids facility — — 2,401 — 2,401 Loan to affiliate — — (500 ) — (500 ) Net cash used in investing activities — — (8,873 ) (327 ) (9,200 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 299,500 — 299,500 Payments on Revolving Credit Facility — — (344,500 ) — (344,500 ) Repurchase of senior secured and senior notes (74,391 ) — — — (74,391 ) Payments on other long-term debt — — (1,297 ) (30 ) (1,327 ) Debt issuance costs (294 ) — (1,802 ) — (2,096 ) Contributions from noncontrolling interest owners, net — — — 23 23 Distributions to partners (53,399 ) — — — (53,399 ) Proceeds from sale of preferred units, net of offering costs 202,977 — — — 202,977 Repurchase of warrants (10,549 ) — — — (10,549 ) Payments for settlement and early extinguishment of liabilities — — (745 ) — (745 ) Net changes in advances with consolidated entities 2 — 35,006 (35,008 ) — Net cash provided by (used in) financing activities 64,346 — (13,838 ) (35,015 ) 15,493 Net increase (decrease) in cash and cash equivalents 3,590 — 4,077 (383 ) 7,284 Cash and cash equivalents, beginning of period 6,257 — 2,903 3,104 12,264 Cash and cash equivalents, end of period $ 9,847 $ — $ 6,980 $ 2,721 $ 19,548 Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Three Months Ended June 30, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash used in operating activities $ (18,411 ) $ — $ (47,551 ) $ (4,578 ) $ (70,540 ) INVESTING ACTIVITIES: Capital expenditures — — (138,832 ) (1,347 ) (140,179 ) Acquisitions, net of cash acquired — — (14,458 ) — (14,458 ) Cash flows from settlements of commodity derivatives — — (21,535 ) — (21,535 ) Proceeds from sales of assets — — 421 17 438 Proceeds from sale of TLP common units — — 112,370 — 112,370 Distributions of capital from unconsolidated entities — — 2,941 — 2,941 Payments on loan for natural gas liquids facility — — 2,130 — 2,130 Loan to affiliate — — (1,000 ) — (1,000 ) Payments on loan to affiliate — — 655 — 655 Payment to terminate development agreement — — (16,875 ) — (16,875 ) Net cash used in investing activities — — (74,183 ) (1,330 ) (75,513 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 433,500 — 433,500 Payments on Revolving Credit Facility — — (454,500 ) — (454,500 ) Repurchase of senior notes (15,129 ) — — — (15,129 ) Payments on other long-term debt — — (1,777 ) (325 ) (2,102 ) Debt issuance costs (11 ) — (34 ) — (45 ) Contributions from noncontrolling interest owners, net (501 ) — — 830 329 Distributions to partners (40,696 ) — — — (40,696 ) Distributions to noncontrolling interest owners — — — (1,355 ) (1,355 ) Proceeds from sale of preferred units, net of offering costs 235,180 — — — 235,180 Payments for settlement and early extinguishment of liabilities — — (26,374 ) — (26,374 ) Net changes in advances with consolidated entities (177,872 ) — 171,715 6,157 — Other — — (53 ) — (53 ) Net cash provided by financing activities 971 — 122,477 5,307 128,755 Net (decrease) increase in cash and cash equivalents (17,440 ) — 743 (601 ) (17,298 ) Cash and cash equivalents, beginning of period 25,749 — 784 1,643 28,176 Cash and cash equivalents, end of period $ 8,309 $ — $ 1,527 $ 1,042 $ 10,878 |
Organization and Operations (De
Organization and Operations (Details) | Jun. 30, 2017stateterminal |
Liquids | |
Organization and operations | |
Number of owned terminals | terminal | 21 |
Retail propane | |
Organization and operations | |
Number of states in which entity operates | state | 30 |
Significant Accounting Polici36
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues [Abstract] | ||
Amortization of contract liabilities to revenues | $ 0.3 | $ 1.2 |
Significant Accounting Polici37
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Inventories | ||
Crude oil | $ 85,715 | $ 146,857 |
Natural gas liquids: | ||
Propane | 66,108 | 38,631 |
Butane | 49,706 | 5,992 |
Other | 6,638 | 6,035 |
Refined products: | ||
Gasoline | 171,329 | 193,051 |
Diesel | 123,770 | 98,237 |
Renewables: | ||
Ethanol | 38,100 | 42,009 |
Biodiesel | 12,447 | 21,410 |
Other | 9,280 | 9,210 |
Total | $ 563,093 | $ 561,432 |
Significant Accounting Polici38
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Investments in Unconsolidated Entities | ||
Carrying value | $ 190,948 | $ 187,423 |
Glass Mountain Pipeline, LLC | ||
Investments in Unconsolidated Entities | ||
Fair value in excess of historical net book value | $ 72,000 | |
Glass Mountain Pipeline, LLC | Crude oil logistics | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50.00% | |
Carrying value | $ 175,215 | 172,098 |
E Energy Adams, LLC | Refined products and renewables | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 19.00% | |
Carrying value | $ 13,445 | 12,952 |
Water treatment and disposal facility | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50.00% | |
Carrying value | $ 2,165 | 2,147 |
Victory Propane, LLC | Retail propane | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50.00% | |
Carrying value | $ 123 | $ 226 |
Significant Accounting Polici39
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | Jun. 30, 2017USD ($)bbl | Mar. 31, 2017USD ($)bbl |
Other Assets, Noncurrent [Abstract] | ||
Loan receivable | $ 38,004 | $ 40,684 |
Line fill | 30,628 | 30,628 |
Tank bottoms | 42,044 | 42,044 |
Minimum shipping fees - pipeline commitments | 71,048 | 67,996 |
Other | 57,202 | 58,252 |
Total | $ 238,926 | $ 239,604 |
Number of barrels of crude oil | bbl | 427,193 | 427,193 |
Number of barrels of refined product | bbl | 366,212 | 366,212 |
Significant Accounting Polici40
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Accounting Policies [Abstract] | ||
Accrued compensation and benefits | $ 18,337 | $ 22,227 |
Excise and other tax liabilities | 61,284 | 64,051 |
Derivative liabilities | 23,428 | 27,622 |
Accrued interest | 36,454 | 44,418 |
Product exchange liabilities | 8,844 | 1,693 |
Deferred gain on sale of general partner interest in TLP | 30,113 | 30,113 |
Other | 14,389 | 17,001 |
Total | $ 192,849 | $ 207,125 |
Significant Accounting Polici41
Significant Accounting Policies - Deferred Gain on Sale of General Partner Interest in TLP (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 |
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, current | $ 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 | $ 7,500 | ||
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, current | 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 | $ 131,800 |
Significant Accounting Polici42
Significant Accounting Policies - Noncontrolling Interests (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2017USD ($) | |
Accounting Policies [Abstract] | |
Redemption valuation adjustment (Note 2) | $ (576) |
Income (Loss) Per Common Unit43
Income (Loss) Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income (Loss) Per Common Unit | ||
Basic weighted average common units outstanding (in units) | 120,535,909 | 104,169,573 |
Diluted weighted average common units outstanding (in units) | 120,535,909 | 128,453,733 |
Net (loss) income | $ (63,707) | $ 182,753 |
Less: Net income attributable to noncontrolling interests | (52) | (5,833) |
Less: Net loss attributable to redeemable noncontrolling interests | 397 | 0 |
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | (63,362) | 176,920 |
Less: Distributions to preferred unitholders | (9,684) | (3,384) |
Less: Net loss (income) allocated to general partner | 40 | (203) |
Less: Repurchase of warrants | (349) | 0 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | (73,355) | 173,333 |
Effect of dilutive securities | 0 | 3,381 |
Net (loss) income allocated to common unitholders (diluted) | $ (73,355) | $ 176,714 |
Basic (loss) income per common unit (in dollars per unit) | $ (0.61) | $ 1.66 |
Diluted (loss) income per common unit (in dollars per unit) | $ (0.61) | $ 1.38 |
Common units | ||
Income (Loss) Per Common Unit | ||
Basic weighted average common units outstanding (in units) | 120,535,909 | 104,169,573 |
Diluted weighted average common units outstanding (in units) | 120,535,909 | 128,453,733 |
Basic (loss) income per common unit (in dollars per unit) | $ (0.61) | $ 1.66 |
Diluted (loss) income per common unit (in dollars per unit) | $ (0.61) | $ 1.38 |
Common units | Class A Convertible Preferred Units | ||
Income (Loss) Per Common Unit | ||
Weighted average number diluted shares outstanding adjustment (in units) | 0 | 19,942,169 |
Common units | Warrant | ||
Income (Loss) Per Common Unit | ||
Weighted average number diluted shares outstanding adjustment (in units) | 0 | 4,341,991 |
Acquisitions - Acquisition of R
Acquisitions - Acquisition of Remaining Interest in NGL Solids Solutions, LLC (Details) $ in Thousands | Apr. 17, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Business Acquisition | |||
Carrying value of noncontrolling interest | $ 22,883 | ||
Gain on disposal or impairment of assets, net | 11,214 | $ 204,319 | |
NGL Solids Solutions | |||
Business Acquisition | |||
Ownership interest acquired | 50.00% | ||
Total consideration to acquire additional interest | $ 23,100 | ||
Total cash to acquire additional interest | 20,000 | ||
Value of non-compete agreement terminated | $ 3,100 | ||
Number of parcels of land acquired | 2 | ||
Noncontrolling interest, increase from acquisition of assets | 22,900 | ||
Payments to acquire land | 200 | ||
Carrying value of noncontrolling interest | $ 16,600 | ||
Gain on disposal or impairment of assets, net | $ 1,300 |
Acquisitions - Water Solutions
Acquisitions - Water Solutions Facilities (Details) | 3 Months Ended |
Jun. 30, 2017facility | |
Water Solutions Acquisitions 2017 Acquisitions Accounting Completed | |
Business Acquisition | |
Business combination number for which acquisition accounting is completed | 1 |
Water Solutions Facilities 2017 Acquisitions Acquisition Accounting In Process | |
Business Acquisition | |
Business combination number for which acquisition accounting is not completed | 1 |
Acquisitions - Retail Propane B
Acquisitions - Retail Propane Businesses (Details) | 3 Months Ended |
Jun. 30, 2017facility | |
Retail Propane Business 2017 Acquisitions Accounting Completed | |
Business Acquisition | |
Business combination number for which acquisition accounting is completed | 2 |
Retail Propane Business 2017 Acquisitions Acquisition Accounting In Process | |
Business Acquisition | |
Business combination number for which acquisition accounting is not completed | 1 |
Property, Plant and Equipment47
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 2,170,475 | $ 2,165,867 | |
Accumulated depreciation | (400,857) | (375,594) | |
Net property, plant and equipment | 1,769,618 | 1,790,273 | |
Depreciation expense | 32,344 | $ 27,654 | |
Capitalized interest expense | 0 | $ 3,735 | |
Gain on sales and write-downs of certain assets | 2,500 | ||
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 236,363 | 207,825 | |
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 | $ 253,022 | 248,582 | |
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 | |||
Gross property, plant and equipment | $ 6,736 | 6,736 | |
Refined products terminal assets and equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 15 years | ||
Refined products terminal assets and equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 25 years | ||
Retail propane equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 240,861 | 239,417 | |
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 | $ 196,576 | 198,480 | |
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 | $ 566,306 | 557,100 | |
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 | $ 220,732 | 203,003 | |
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 | 30 years | ||
Barges and towboats | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 91,263 | 91,037 | |
Barges and towboats | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 5 years | ||
Barges and towboats | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Information technology equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 44,009 | 43,880 | |
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 | $ 170,651 | 161,957 | |
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 | $ 59,261 | 56,545 | |
Tank bottoms and line fill | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | 24,462 | 24,462 | |
Other | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 23,630 | 39,132 | |
Other | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Other | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 20 years | ||
Construction in progress | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 36,603 | $ 87,711 | |
Crude oil logistics | |||
Property, Plant and Equipment | |||
Gain on sales and write-downs of certain assets | $ 3,400 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Amortizable | |||
Finite-lived intangible assets, gross | $ 1,557,315 | $ 1,558,411 | |
Accumulated amortization | 447,392 | 414,605 | |
Finite-lived intangible assets, net | 1,109,923 | 1,143,806 | |
INTANGIBLE ASSETS, net of accumulated amortization | 1,130,073 | 1,163,956 | |
Non-Amortizable | |||
Indefinite-lived intangible assets | 20,150 | 20,150 | |
Gross carrying amount of intangible assets | 1,577,465 | 1,578,561 | |
Debt issuance costs | $ 2,096 | $ 45 | |
Weighted average remaining amortization period | 11 years | ||
Intangible assets written off related to the purchase of the remaining interest in a business | $ 1,800 | ||
Revolving Credit Facility | |||
Non-Amortizable | |||
Debt issuance costs | 1,800 | ||
Trade names | |||
Non-Amortizable | |||
Indefinite-lived intangible assets | 20,150 | 20,150 | |
Customer relationships | |||
Amortizable | |||
Finite-lived intangible assets, gross | 906,782 | 906,782 | |
Accumulated amortization | 337,455 | 316,242 | |
Finite-lived intangible assets, net | $ 569,327 | 590,540 | |
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 | 310,000 | |
Accumulated amortization | 20,667 | 12,917 | |
Finite-lived intangible assets, net | $ 289,333 | 297,083 | |
Pipeline capacity rights | |||
Amortizable | |||
Amortizable life | 30 years | ||
Finite-lived intangible assets, gross | $ 161,785 | 161,785 | |
Accumulated amortization | 13,000 | 11,652 | |
Finite-lived intangible assets, net | 148,785 | 150,133 | |
Rights-of-way and easements | |||
Amortizable | |||
Finite-lived intangible assets, gross | 63,766 | 63,402 | |
Accumulated amortization | 2,931 | 2,154 | |
Finite-lived intangible assets, net | $ 60,835 | 61,248 | |
Rights-of-way and easements | Minimum | |||
Amortizable | |||
Amortizable life | 1 year | ||
Rights-of-way and easements | Maximum | |||
Amortizable | |||
Amortizable life | 40 years | ||
Executory contracts and other agreements | |||
Amortizable | |||
Finite-lived intangible assets, gross | $ 29,036 | 29,036 | |
Accumulated amortization | 21,468 | 20,457 | |
Finite-lived intangible assets, net | $ 7,568 | 8,579 | |
Executory contracts and other agreements | Minimum | |||
Amortizable | |||
Amortizable life | 3 years | ||
Executory contracts and other agreements | Maximum | |||
Amortizable | |||
Amortizable life | 30 years | ||
Non-compete agreements | |||
Amortizable | |||
Finite-lived intangible assets, gross | $ 29,718 | 32,984 | |
Accumulated amortization | 17,274 | 17,762 | |
Finite-lived intangible assets, net | $ 12,444 | 15,222 | |
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 | 13,486 | 13,396 | |
Finite-lived intangible assets, net | $ 1,953 | 2,043 | |
Trade names | Minimum | |||
Amortizable | |||
Amortizable life | 1 year | ||
Trade names | Maximum | |||
Amortizable | |||
Amortizable life | 10 years | ||
Debt issuance costs | |||
Amortizable | |||
Amortizable life | 5 years | ||
Finite-lived intangible assets, gross | $ 40,789 | 38,983 | |
Accumulated amortization | 21,111 | 20,025 | |
Finite-lived intangible assets, net | $ 19,678 | $ 18,958 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Amortization related to intangible assets | |||
Amortization expense | $ 34,206 | $ 24,573 | |
Future amortization expense of intangible assets | |||
2018 (nine months) | 99,985 | ||
2,019 | 128,423 | ||
2,020 | 125,036 | ||
2,021 | 111,928 | ||
2,022 | 96,825 | ||
Thereafter | 547,726 | ||
Finite-lived intangible assets, net | 1,109,923 | $ 1,143,806 | |
Depreciation and amortization | |||
Amortization related to intangible assets | |||
Amortization expense | 31,535 | 21,252 | |
Cost of sales | |||
Amortization related to intangible assets | |||
Amortization expense | 1,585 | 1,596 | |
Interest expense | |||
Amortization related to intangible assets | |||
Amortization expense | $ 1,086 | $ 1,725 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2017USD ($) | |
Long-Term Debt | |||
Face amount | $ 2,908,125 | $ 3,026,531 | |
Face amount, current portion | 42,793 | 29,590 | |
Face amount, long-term | 2,865,332 | 2,996,941 | |
Unamortized debt issuance costs | (31,007) | (33,458) | |
Book value | 2,877,118 | 2,993,073 | |
Book value, current | 42,793 | 29,590 | |
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,834,325 | $ 2,963,483 | |
Amortization of debt issuance costs | 1,700 | $ 900 | |
Expected Future Amortization of Debt Issuance Costs | |||
2018 (nine months) | 4,645 | ||
2,019 | 6,099 | ||
2,020 | 5,171 | ||
2,021 | 4,788 | ||
2,022 | 4,207 | ||
Thereafter | 6,097 | ||
Total | $ 31,007 | ||
Line of Credit Facility, Dividend Restrictions | The amendment, among other things, restricts us from increasing our distribution rate over the amount paid in the preceding quarter if our leverage ratio is greater than 4.25 to 1 | ||
Financial Covenants in Credit Agreement | |||
Senior Secured Notes, Dividend Restriction | In addition, the amendment also restricts us from increasing our distribution rate over the amount paid in the preceding quarter if our interest coverage ratio is less than 3.00 to 1. | ||
Revolving Credit Facility | |||
Expected Future Amortization of Debt Issuance Costs | |||
Interest rate | 3.99% | ||
Revolving Credit Facility | |||
Expected Future Amortization of Debt Issuance Costs | |||
Maximum borrowing capacity | $ 1,765,000 | ||
Financial Covenants in Credit Agreement | |||
Debt instrument, actual leverage ratio | 5.18 | ||
Debt instrument, actual senior secured leverage ratio | 0.49 | ||
Debt instrument, actual interest coverage ratio | 2.53 | ||
Revolving Credit Facility | Minimum | |||
Expected Future Amortization of Debt Issuance Costs | |||
Commitments fees charged on unused capacity | 0.375% | ||
Financial Covenants in Credit Agreement | |||
Debt instrument, covenant interest coverage ratio | 2.75 | ||
Debt instrument, covenant interest coverage ratio June 30, 2017 to March 31, 2018 | 2.25 | ||
Debt instrument, coverage interest coverage ratio March 31, 2018 to October 5, 2021 | 2.75 | ||
Revolving Credit Facility | Maximum | |||
Expected Future Amortization of Debt Issuance Costs | |||
Commitments fees charged on unused capacity | 0.50% | ||
Financial Covenants in Credit Agreement | |||
Debt instrument, covenant leverage ratio | 4.75 | ||
Debt instrument, covenant leverage ratio June 30, 2017 to March 31, 2018 | 5.50 | ||
Debt instrument, covenant leverage ratio March 31, 2018 to March 31, 2019 | 4.75 | ||
Debt instrument, covenant leverage ratio March 31, 2019 to October 5, 2021 | 4.50 | ||
Debt instrument, covenant senior secured leverage ratio | 3.25 | ||
Debt instrument, covenant senior secured leverage ratio June 30, 2017 to March 31, 2018 | 2.50 | ||
Debt instrument, covenant senior secured leverage ratio March 31, 2018 to October 5, 2021 | 3.25 | ||
Revolving Credit Facility | LIBOR option | |||
Expected Future Amortization of Debt Issuance Costs | |||
Reference rate | 1.19% | ||
Interest rate margin added to variable rate base | 2.75% | ||
Revolving Credit Facility | Prime rate | |||
Expected Future Amortization of Debt Issuance Costs | |||
Reference rate | 4.25% | ||
Interest rate margin added to variable rate base | 1.75% | ||
Revolving Credit Facility | Expansion Capital Facility | |||
Long-Term Debt | |||
Face amount | $ 0 | $ 0 | |
Unamortized debt issuance costs | 0 | 0 | |
Book value | 0 | 0 | |
Expected Future Amortization of Debt Issuance Costs | |||
Maximum borrowing capacity | 765,000 | ||
Revolving Credit Facility | Working Capital Facility | |||
Long-Term Debt | |||
Face amount | 769,500 | 814,500 | |
Unamortized debt issuance costs | 0 | 0 | |
Book value | 769,500 | 814,500 | |
Expected Future Amortization of Debt Issuance Costs | |||
Maximum borrowing capacity | $ 1,000,000 | ||
Revolving Credit Facility | Letters of credit | |||
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 2.75% | ||
Senior Secured Notes | |||
Long-Term Debt | |||
Face amount | $ 195,000 | 250,000 | |
Unamortized debt issuance costs | (3,417) | (4,559) | |
Book value | 191,583 | 245,441 | |
Financial Covenants in Credit Agreement | |||
Notes repurchased | 55,000 | ||
Cash paid (excluding payments of accrued interest) | 57,200 | ||
Loss on early extinguishment of debt | 3,200 | ||
Write off of deferred debt issuance costs | 1,000 | ||
Repayments in semi-annual installments | 19,500 | ||
5.125% Senior Notes due 2019 | |||
Long-Term Debt | |||
Face amount | 362,256 | 379,458 | |
Unamortized debt issuance costs | (2,697) | (3,191) | |
Book value | $ 359,559 | 376,267 | |
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 5.125% | ||
Financial Covenants in Credit Agreement | |||
Notes repurchased | $ 17,200 | ||
Cash paid (excluding payments of accrued interest) | 17,200 | ||
Loss on early extinguishment of debt | 100 | ||
Write off of deferred debt issuance costs | 100 | ||
6.875% Senior Notes due 2021 | |||
Long-Term Debt | |||
Face amount | 367,048 | 367,048 | |
Unamortized debt issuance costs | (5,472) | (5,812) | |
Book value | $ 361,576 | 361,236 | |
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 6.875% | ||
7.50% Senior Notes due 2023 | |||
Long-Term Debt | |||
Face amount | $ 700,000 | 700,000 | |
Unamortized debt issuance costs | (11,043) | (11,329) | |
Book value | $ 688,957 | 688,671 | |
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 7.50% | ||
6.125% Senior Notes due 2025 | |||
Long-Term Debt | |||
Face amount | $ 500,000 | 500,000 | |
Unamortized debt issuance costs | (8,378) | (8,567) | |
Book value | $ 491,622 | 491,433 | |
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 6.125% | ||
Other long-term debt | |||
Long-Term Debt | |||
Face amount | $ 14,321 | 15,525 | |
Unamortized debt issuance costs | 0 | 0 | |
Book value | 14,321 | $ 15,525 | |
Letters of credit | Working Capital Facility | |||
Expected Future Amortization of Debt Issuance Costs | |||
Outstanding letters of credit | 71,700 | ||
Non-compete | |||
Long-Term Debt | |||
Face amount | $ 7,800 | ||
Non-compete | Minimum | |||
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 1.91% | ||
Non-compete | Maximum | |||
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 7.00% | ||
Equipment loan | |||
Long-Term Debt | |||
Face amount | $ 6,500 | ||
Equipment loan | Minimum | |||
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 4.13% | ||
Equipment loan | Maximum | |||
Expected Future Amortization of Debt Issuance Costs | |||
Fixed interest rate | 7.10% |
Long-Term Debt - Maturity Sched
Long-Term Debt - Maturity Schedule (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Maturities | |
2018 (nine months) | $ 22,859 |
2,019 | 42,027 |
2,020 | 403,484 |
2,021 | 44,407 |
2,022 | 1,175,789 |
Thereafter | 1,219,559 |
Total | 2,908,125 |
Revolving Credit Facility | |
Maturities | |
2,022 | 769,500 |
Total | 769,500 |
Senior Secured Notes | |
Maturities | |
2018 (nine months) | 19,500 |
2,019 | 39,000 |
2,020 | 39,000 |
2,021 | 39,000 |
2,022 | 39,000 |
Thereafter | 19,500 |
Total | 195,000 |
Senior Notes | |
Maturities | |
2,020 | 362,256 |
2,022 | 367,048 |
Thereafter | 1,200,000 |
Total | 1,929,304 |
Other long-term debt | |
Maturities | |
2018 (nine months) | 3,359 |
2,019 | 3,027 |
2,020 | 2,228 |
2,021 | 5,407 |
2,022 | 241 |
Thereafter | 59 |
Total | $ 14,321 |
Commitments and Contingencies -
Commitments and Contingencies - Environmental Matters (Details) $ in Millions | Jun. 30, 2017USD ($) |
Environmental matter | |
Environmental matters liability | $ 2.3 |
Commitments and Contingencies53
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2017USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at beginning of period | $ 8,181 |
Liabilities incurred | 94 |
Accretion expense | 145 |
Balance at end of period | $ 8,420 |
Commitments and Contingencies54
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Future minimum lease payments | ||
2018 (nine months) | $ 107,711 | |
2,019 | 117,029 | |
2,020 | 105,320 | |
2,021 | 91,837 | |
2,022 | 61,832 | |
Thereafter | 90,749 | |
Total | 574,478 | |
Rental expense | $ 31,300 | $ 29,900 |
Commitments and Contingencies55
Commitments and Contingencies - Pipeline Capacity Agreements (Details) - Pipeline capacity agreements $ in Thousands | Jun. 30, 2017USD ($) |
Future minimum throughput payments | |
2018 (nine months) | $ 39,078 |
2,019 | 52,170 |
2,020 | 42,418 |
Total | $ 133,666 |
Commitments and Contingencies56
Commitments and Contingencies - Construction Commitments (Details) $ in Millions | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Construction commitments | $ 23.4 |
Commitments and Contingencies57
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2017USD ($)bblgal |
Crude oil | |
Purchase commitments for crude oil and natural gas | |
Fixed-price purchase commitments, due in remainder of fiscal year | $ 64,882 |
Fixed-price purchase commitments (in barrels/gallons), due in remainder of fiscal year | bbl | 1,425 |
Total fixed-price purchase commitments | $ 64,882 |
Total fixed-price purchase commitments (in barrels/gallons) | bbl | 1,425 |
Index-price purchase commitments, due in remainder of fiscal year | $ 602,405 |
Index-price purchase commitments (in barrels/gallons), due in remainder of fiscal year | bbl | 14,444 |
Index-price purchase commitments, due in second year | $ 309,448 |
Index-price purchase commitments (in barrels/gallons), due in second year | bbl | 7,547 |
Index-price purchase commitments, due in third year | $ 287,148 |
Index-price purchase commitments (in barrels), due in third year | bbl | 6,808 |
Index-price purchase commitments, due in fourth year | $ 247,219 |
Index-price purchase commitments (in barrels), due in fourth year | bbl | 5,722 |
Index-price purchase commitments, due in fifth year | $ 148,782 |
Index-price purchase commitments (in barrels), due in fifth year | bbl | 3,355 |
Total index-price purchase commitments | $ 1,595,002 |
Total index-price purchase commitments (in barrels/gallons) | bbl | 37,876 |
Natural gas liquids | |
Purchase commitments for crude oil and natural gas | |
Fixed-price purchase commitments, due in remainder of fiscal year | $ 20,282 |
Fixed-price purchase commitments (in barrels/gallons), due in remainder of fiscal year | gal | 34,984 |
Fixed-price purchase commitments, due in second year | $ 1,341 |
Fixed-price purchase commitments (in gallons), due in second year | gal | 2,268 |
Total fixed-price purchase commitments | $ 21,623 |
Total fixed-price purchase commitments (in barrels/gallons) | gal | 37,252 |
Index-price purchase commitments, due in remainder of fiscal year | $ 567,089 |
Index-price purchase commitments (in barrels/gallons), due in remainder of fiscal year | gal | 917,281 |
Index-price purchase commitments, due in second year | $ 22,702 |
Index-price purchase commitments (in barrels/gallons), due in second year | gal | 37,674 |
Total index-price purchase commitments | $ 589,791 |
Total index-price purchase commitments (in barrels/gallons) | gal | 954,955 |
Commitments and Contingencies58
Commitments and Contingencies - Sale Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2017USD ($)bblgal | Mar. 31, 2017USD ($) |
Purchase commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 24,188 | $ 10,976 |
Crude oil | ||
Purchase commitments for crude oil and natural gas | ||
Fixed-price sale commitments, due in remainder of fiscal year | $ 114,945 | |
Fixed-price sale commitments (in barrels/gallons), due in remainder of fiscal year | bbl | 2,425 | |
Total fixed-price sale commitments | $ 114,945 | |
Total fixed-price sale commitments (in barrels/gallons) | bbl | 2,425 | |
Index-price sale commitments, due in remainder of fiscal year | $ 565,811 | |
Index-price sale commitments (in barrels), due in remainder of fiscal year | bbl | 12,540 | |
Index-price sale commitments, due in second year | $ 87,299 | |
Index-price sale commitments (in barrels/gallons), due in second year | bbl | 1,825 | |
Index-price sale commitments, due in third year | $ 52,426 | |
Index-price sale commitments (in barrels), due in third year | bbl | 1,070 | |
Total index-price sale commitments | $ 705,536 | |
Total index-price sale commitment (in barrels/gallons) | bbl | 15,435 | |
Natural gas liquids | ||
Purchase commitments for crude oil and natural gas | ||
Fixed-price sale commitments, due in remainder of fiscal year | $ 89,357 | |
Fixed-price sale commitments (in barrels/gallons), due in remainder of fiscal year | gal | 119,500 | |
Fixed-price sale commitments, due in second year | $ 4,206 | |
Fixed-price sale commitments (in gallons), due in second year | gal | 5,880 | |
Fixed-price sale commitments, due in third year | $ 163 | |
Fixed-price sale commitments (in gallons), due in third year | gal | 215 | |
Total fixed-price sale commitments | $ 93,726 | |
Total fixed-price sale commitments (in barrels/gallons) | gal | 125,595 | |
Index-price sale commitments, due in remainder of fiscal year | $ 489,789 | |
Index-price sale commitments (in barrels), due in remainder of fiscal year | gal | 577,141 | |
Index-price sale commitments, due in second year | $ 3,989 | |
Index-price sale commitments (in barrels/gallons), due in second year | gal | 5,979 | |
Total index-price sale commitments | $ 493,778 | |
Total index-price sale commitment (in barrels/gallons) | gal | 583,120 | |
Prepaid expenses and other current assets | ||
Purchase commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 36,000 | |
Accrued expenses and other payables | ||
Purchase commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 23,300 |
Equity - Partnership Equity (De
Equity - Partnership Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Equity | ||
General partner interest | 0.10% | 0.10% |
Limited partner interest | 99.90% | 99.90% |
General partner's capital account, notional units issued (in units) | 674 | |
Preferred units issued, net of offering costs | $ 202,977 | |
Common units | ||
Equity | ||
General partner interest | 0.10% | |
Limited partner interest | 99.90% | |
Minimum | General Partner | ||
Equity | ||
Preferred units issued, net of offering costs | $ 100 |
Equity - Distributions (Details
Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 14, 2017 | Jul. 20, 2017 | May 15, 2017 | Apr. 24, 2017 |
Distributions | ||||
Amount Per Unit (in dollars per share) | $ 0.3900 | |||
Amount Paid/Payable to Limited Partners | $ 46,870 | |||
Amount Paid/Payable to General Partner | $ 80 | |||
Subsequent Event | ||||
Distributions | ||||
Amount Per Unit (in dollars per share) | $ 0.3900 | |||
Amount Paid/Payable to Limited Partners | $ 47,132 | |||
Amount Paid/Payable to General Partner | $ 81 |
Equity - Class A Convertible Pr
Equity - Class A Convertible Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Aug. 14, 2017 | May 15, 2017 | Jun. 24, 2016 |
Preferred Units | |||||||
Warrants outstanding (in units) | 4,375,112 | ||||||
Accretion of beneficial conversion | $ 3,235 | ||||||
Exercise price (in dollars per unit) | $ 0.01 | ||||||
Issuance of warrants (Note 10) | 607,653 | ||||||
Repurchase of warrants (in units) | 850,716 | ||||||
Repurchase of warrants | $ (10,549) | $ 0 | |||||
Minimum | |||||||
Preferred Units | |||||||
Proceeds from warrant exercises | $ 100 | ||||||
Class A Convertible Preferred Units | |||||||
Preferred Units | |||||||
Preferred units, issued (in units) | 19,942,169 | 19,942,169 | |||||
Preferred units dividend rate | 10.75% | 10.75% | |||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | |||||||
Preferred Units | |||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | $ 235,000 | ||||||
Payments of stock issuance costs | $ 5,000 | ||||||
Accretion of beneficial conversion | $ 3,200 | ||||||
Class of warrant or right, term | 8 years | ||||||
Preferred units dividend rate | 10.75% | ||||||
Preferred units, distributions declared | $ 6,449 | ||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Subsequent Event | |||||||
Preferred Units | |||||||
Preferred units, distributions declared days after quarter end | $ 6,449 |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 13, 2017 | Jun. 30, 2017 |
Preferred Units | ||
Preferred units issued, net of offering costs | $ 202,977 | |
Underwriting Discounts and Commissions | $ 6,600 | |
Limited Partners' Offering Costs | $ 400 | |
Preferred units, dividend payment terms | Distributions on the Class B Preferred Units are payable on the 15th day of each January, April, July and October of each year (beginning on October 15, 2017) to holders of record on the first day of each payment month. The initial distribution rate for the Class B Preferred Units from and including the date of original issue to, but not including, July 1, 2022 is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). On and after July 1, 2022, distributions on the Class B Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR plus a spread of 7.213%. | |
Preferred units, redemption terms | At any time on or after July 1, 2022, we may redeem our Class B Preferred Units, in whole or in part, at a redemption price of $25.00 per Class B Preferred Unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Class B Preferred Units upon a change of control as defined in our partnership agreement. If we choose not to redeem the Class B Preferred Units, the Class B preferred unitholders may have the ability to convert the Class B Preferred Units to common units at the then applicable conversion rate. Class B preferred unitholders have no voting rights except with respect to certain matters set forth in our partnership agreement. | |
Class B Perpetual Preferred Units | ||
Preferred Units | ||
Preferred units, issued (in units) | 8,400,000 | |
Preferred units dividend rate | 9.00% | |
Preferred unit par or stated value per unit | $ 25 | |
Preferred Class B | ||
Preferred Units | ||
Preferred units issued, net of offering costs | $ 202,977 | |
Preferred Class B | Preferred Class B | ||
Preferred Units | ||
Preferred units, issued (in units) | 8,400,000 |
Equity - At-The-Market ("ATM")
Equity - At-The-Market ("ATM") Offering (Details) - USD ($) | Aug. 24, 2016 | Jun. 30, 2017 |
Equity [Abstract] | ||
Aggregate offering price | $ 200,000,000 | |
Aggregate offering price remaining for sale | $ 134,700,000 |
Equity - Equity-Based Incentive
Equity - Equity-Based Incentive Compensation - Award Activity (Details) | 3 Months Ended |
Jun. 30, 2017USD ($)shares | |
Equity-Based Incentive Compensation | |
Cumulative effect adjustment | $ | $ 0 |
Award activity | |
Units granted (in units) | 66,421 |
Accrued expenses related to bonuses granted in common units | $ | $ 900,000 |
Service awards | |
Award activity | |
Unvested restricted units at the beginning of the period (in units) | 2,708,500 |
Units granted (in units) | 80,421 |
Units vested and issued (in units) | (66,421) |
Units forfeited (in units) | (25,300) |
Unvested restricted units at the end of the period (in units) | 2,697,200 |
Restricted units | |
Equity-Based Incentive Compensation | |
Distributions on restricted units during the vesting period | $ | $ 0 |
2020 | Service awards | |
Award activity | |
Units vested and issued (in units) | (907,450) |
Equity - Equity-Based Incenti65
Equity - Equity-Based Incentive Compensation - Service Awards Vesting Schedule (Details) - Service awards | 3 Months Ended |
Jun. 30, 2017shares | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | 66,421 |
Unvested restricted units at the beginning of the period (in units) | 2,708,500 |
2018 (nine months) | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | 875,400 |
2,019 | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | 911,850 |
2,020 | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | 907,450 |
2,021 | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | 2,500 |
Equity - Equity-Based Incenti66
Equity - Equity-Based Incentive Compensation - Service Awards Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Equity-Based Incentive Compensation | ||
Units granted (in units) | 66,421 | |
Accrued expenses related to bonuses granted in common units | $ 900 | |
Service awards | ||
Equity-Based Incentive Compensation | ||
Expense recorded | $ 5,300 | $ 20,900 |
Units granted (in units) | 80,421 | |
Units vested and issued (in units) | (66,421) | |
Estimated equity-based compensation expense | ||
2018 (nine months) | $ 9,038 | |
2,019 | 10,631 | |
2,020 | 2,804 | |
2,021 | 10 | |
Total | 22,483 | |
Performance awards | ||
Equity-Based Incentive Compensation | ||
Expense recorded | 2,100 | $ 1,500 |
Estimated equity-based compensation expense | ||
2018 (nine months) | 4,127 | |
2,019 | 3,232 | |
2,020 | 655 | |
Total | $ 8,014 | |
2021 | Service awards | ||
Equity-Based Incentive Compensation | ||
Units vested and issued (in units) | (2,500) |
Equity - Equity-Based Incenti67
Equity - Equity-Based Incentive Compensation - Performance Awards (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2017USD ($)shares | |
Performance awards | |
Equity-Based Incentive Compensation | |
Performance award activity (in units) | shares | 0 |
Estimated equity-based compensation expense | |
2018 (nine months) | $ 4,127 |
2,019 | 3,232 |
2,020 | 655 |
Total | $ 8,014 |
Restricted units | |
Estimated equity-based compensation expense | |
Number of shares available for grant | shares | 2,400,000 |
Vesting On July 1, 2017 | Performance awards | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | shares | 0 |
Fair Value of Financial Instr68
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 24,188 | $ 10,976 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 36,000 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 23,300 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 54,802 | 41,319 |
Netting of counterparty contracts, assets | (1,800) | (1,508) |
Net cash collateral provided (held) | (5,301) | (1,035) |
Commodity derivatives | 47,701 | 38,776 |
Liabilities: | ||
Derivative liabilities | (25,302) | (48,912) |
Netting of counterparty contracts, liabilities | 1,800 | 1,508 |
Net cash collateral provided (held) | (11) | 19,604 |
Commodity derivatives | (23,513) | (27,800) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 24,188 | 10,976 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 47,123 | 38,711 |
Commodity contracts | Other noncurrent assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 578 | 65 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (23,428) | (27,622) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (85) | (178) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 18,116 | 2,590 |
Liabilities: | ||
Derivative liabilities | (1,800) | (21,113) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 36,686 | 38,729 |
Liabilities: | ||
Derivative liabilities | $ (23,502) | $ (27,799) |
Fair Value of Financial Instr69
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Jun. 30, 2017USD ($)bbl | Mar. 31, 2017USD ($)bbl |
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 29,500 | $ (7,593) |
Net cash collateral provided (held) | (5,312) | 18,569 |
Net commodity derivative (liability) asset | 24,188 | 10,976 |
Crude oil fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 604 | $ (55) |
Crude oil fixed-price | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 775 | 800 |
Propane fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 583 | $ 1,082 |
Propane fixed-price | Long | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 560 | 220 |
Refined products fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 25,419 | $ (7,729) |
Refined products fixed-price | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 4,037 | 4,682 |
Refined products index | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (87) | $ (103) |
Refined products index | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 12 | 18 |
Other | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 2,981 | $ (788) |
Fair Value of Financial Instr70
Fair Value of Financial Instruments - Gains (Losses) From Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | ||
Net adjustments to fair value of commodity derivatives | $ 36,500 | $ (59,700) |
Fair Value of Financial Instr71
Fair Value of Financial Instruments - Interest Rate Risk (Details) - Revolving Credit Facility $ in Millions | Jun. 30, 2017USD ($) |
Interest Rate Risk | |
Outstanding debt | $ 769.5 |
Interest rate | 3.99% |
Fair Value of Financial Instr72
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Jun. 30, 2017USD ($) |
6.650% Senior Notes due 2022 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | $ 200,935 |
5.125% Senior Notes due 2019 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | $ 361,695 |
Fixed interest rate | 5.125% |
6.875% Senior Notes due 2021 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | $ 366,130 |
Fixed interest rate | 6.875% |
7.50% Senior Notes due 2023 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | $ 690,393 |
Fixed interest rate | 7.50% |
6.125% Senior Notes due 2025 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed-rate notes | $ 460,625 |
Fixed interest rate | 6.125% |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Segment information | |||
Revenues | $ 3,781,566 | $ 2,721,970 | |
Other | 161 | 267 | |
Depreciation and amortization | 63,879 | 48,906 | |
Operating (Loss) Income | (14,667) | 193,900 | |
Additions to property, plant and equipment and intangible assets | 31,120 | 129,580 | |
Long-lived assets, net | 4,351,407 | $ 4,405,945 | |
Total assets | 6,118,715 | 6,320,379 | |
Operating segment | Crude oil logistics | |||
Segment information | |||
Revenues | 504,915 | 425,951 | |
Depreciation and amortization | 20,835 | 8,968 | |
Operating (Loss) Income | 4,357 | (625) | |
Additions to property, plant and equipment and intangible assets | 7,058 | 72,305 | |
Long-lived assets, net | 1,694,378 | 1,724,805 | |
Total assets | 2,405,538 | 2,538,768 | |
Operating segment | Crude oil logistics | Crude oil sales | |||
Segment information | |||
Revenues | 480,285 | 414,619 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||
Segment information | |||
Revenues | 26,986 | 12,934 | |
Operating segment | Water solutions | |||
Segment information | |||
Revenues | 46,967 | 35,753 | |
Depreciation and amortization | 24,008 | 24,434 | |
Operating (Loss) Income | (1,154) | 79,464 | |
Additions to property, plant and equipment and intangible assets | 19,405 | 43,116 | |
Long-lived assets, net | 1,255,070 | 1,261,944 | |
Total assets | 1,307,086 | 1,301,415 | |
Operating segment | Water solutions | Service fees | |||
Segment information | |||
Revenues | 33,321 | 25,697 | |
Operating segment | Water solutions | Recovered hydrocarbons | |||
Segment information | |||
Revenues | 9,960 | 7,196 | |
Operating segment | Water solutions | Other revenues | |||
Segment information | |||
Revenues | 3,686 | 2,860 | |
Operating segment | Liquids | |||
Segment information | |||
Revenues | 277,814 | 205,049 | |
Depreciation and amortization | 6,330 | 4,449 | |
Operating (Loss) Income | (8,772) | (57) | |
Additions to property, plant and equipment and intangible assets | 542 | 6,468 | |
Long-lived assets, net | 613,361 | 619,204 | |
Total assets | 817,997 | 767,597 | |
Operating segment | Liquids | Other revenues | |||
Segment information | |||
Revenues | 6,012 | 7,147 | |
Operating segment | Liquids | Propane sales | |||
Segment information | |||
Revenues | 136,860 | 96,471 | |
Operating segment | Liquids | Butane sales | |||
Segment information | |||
Revenues | 68,232 | 54,575 | |
Operating segment | Liquids | Other product sales | |||
Segment information | |||
Revenues | 84,303 | 59,160 | |
Operating segment | Retail propane | |||
Segment information | |||
Revenues | 67,072 | 60,387 | |
Depreciation and amortization | 11,462 | 9,687 | |
Operating (Loss) Income | (5,868) | (2,502) | |
Additions to property, plant and equipment and intangible assets | 3,846 | 6,549 | |
Long-lived assets, net | 538,254 | 547,960 | |
Total assets | 606,537 | 622,859 | |
Operating segment | Retail propane | Other revenues | |||
Segment information | |||
Revenues | 8,893 | 8,307 | |
Operating segment | Retail propane | Propane sales | |||
Segment information | |||
Revenues | 48,632 | 41,641 | |
Operating segment | Retail propane | Distillate sales | |||
Segment information | |||
Revenues | 9,555 | 10,455 | |
Operating segment | Refined products and renewables | |||
Segment information | |||
Revenues | 2,884,637 | 1,994,563 | |
Depreciation and amortization | 324 | 417 | |
Operating (Loss) Income | 14,496 | 149,769 | |
Additions to property, plant and equipment and intangible assets | 0 | 24 | |
Long-lived assets, net | 213,883 | 215,637 | |
Total assets | 911,361 | 988,073 | |
Operating segment | Refined products and renewables | Service fees | |||
Segment information | |||
Revenues | 118 | 11,266 | |
Operating segment | Refined products and renewables | Refined products sales | |||
Segment information | |||
Revenues | 2,773,607 | 1,876,857 | |
Operating segment | Refined products and renewables | Renewables sales | |||
Segment information | |||
Revenues | 110,966 | 106,482 | |
Corporate, non-segment | |||
Segment information | |||
Depreciation and amortization | 920 | 951 | |
Operating (Loss) Income | (17,726) | (32,149) | |
Additions to property, plant and equipment and intangible assets | 269 | 1,118 | |
Long-lived assets, net | 36,461 | 36,395 | |
Total assets | 70,196 | $ 101,667 | |
Elimination of intersegment sales | Crude oil logistics | |||
Segment information | |||
Revenues | (2,356) | (1,602) | |
Elimination of intersegment sales | Liquids | |||
Segment information | |||
Revenues | (17,593) | (12,304) | |
Elimination of intersegment sales | Retail propane | |||
Segment information | |||
Revenues | (8) | (16) | |
Elimination of intersegment sales | Refined products and renewables | |||
Segment information | |||
Revenues | $ (54) | $ (42) |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 1,552 | $ 6,711 | |
Accounts payable-affiliates | 1,777 | 7,918 | |
SemGroup | |||
Transactions with Affiliates | |||
Sales to related party | 123 | $ 71 | |
Purchases from related party | 1,017 | 2,025 | |
Accounts receivable-affiliates | 1,482 | 6,668 | |
Accounts payable-affiliates | 1,440 | 6,571 | |
Equity method investees | |||
Transactions with Affiliates | |||
Sales to related party | 98 | 405 | |
Purchases from related party | 27,906 | 30,647 | |
Accounts receivable-affiliates | 16 | 15 | |
Accounts payable-affiliates | 323 | 1,306 | |
Equity method investees | Loan Agreement | |||
Transactions with Affiliates | |||
Loan receivable from Victory Propane, LLC | $ 3,700 | ||
Loan agreement successive extension period | 1 year | ||
Entities affiliated with management | |||
Transactions with Affiliates | |||
Sales to related party | $ 83 | 77 | |
Purchases from related party | 197 | $ 8,243 | |
Accounts receivable-affiliates | 54 | 28 | |
Accounts payable-affiliates | 14 | $ 41 | |
Minimum | Entities affiliated with management | |||
Transactions with Affiliates | |||
Increase in property, plant and equipment | $ 100 |
Unaudited Condensed Consolida75
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 19,548 | $ 12,264 | $ 10,878 | $ 28,176 |
Accounts receivable-trade, net of allowance for doubtful accounts | 652,729 | 800,607 | ||
Accounts receivable-affiliates | 1,552 | 6,711 | ||
Inventories | 563,093 | 561,432 | ||
Prepaid expenses and other current assets | 96,812 | 103,193 | ||
Total current assets | 1,333,734 | 1,484,207 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,769,618 | 1,790,273 | ||
GOODWILL | 1,451,716 | 1,451,716 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,130,073 | 1,163,956 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 190,948 | 187,423 | ||
LOAN RECEIVABLE-AFFILIATE | 3,700 | 3,200 | ||
OTHER NONCURRENT ASSETS | 238,926 | 239,604 | ||
Total assets | 6,118,715 | 6,320,379 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 522,155 | 658,021 | ||
Accounts payable-affiliates | 1,777 | 7,918 | ||
Accrued expenses and other payables | 192,849 | 207,125 | ||
Advance payments received from customers | 57,071 | 35,944 | ||
Current maturities of long-term debt | 42,793 | 29,590 | ||
Total current liabilities | 816,645 | 938,598 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,834,325 | 2,963,483 | ||
OTHER NONCURRENT LIABILITIES | 176,568 | 184,534 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 67,048 | 63,890 | ||
REDEEMABLE NONCONTROLLING INTEREST | 3,251 | 3,072 | ||
EQUITY: | ||||
Partners' equity | 2,215,796 | 2,141,884 | ||
Accumulated other comprehensive income (loss) | (2,203) | (1,828) | ||
Noncontrolling interests | 7,285 | 26,746 | ||
Total equity | 2,220,878 | 2,166,802 | ||
Total liabilities and equity | 6,118,715 | 6,320,379 | ||
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 9,847 | 6,257 | 8,309 | 25,749 |
Total current assets | 9,847 | 6,257 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | 2,515,786 | 2,424,730 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 1,882,025 | 1,978,158 | ||
Total assets | 4,407,658 | 4,409,145 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-affiliates | 1 | 1 | ||
Accrued expenses and other payables | 33,719 | 42,150 | ||
Current maturities of long-term debt | 39,000 | 25,000 | ||
Total current liabilities | 72,720 | 67,151 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,054,297 | 2,138,048 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 67,048 | 63,890 | ||
EQUITY: | ||||
Partners' equity | 2,213,593 | 2,140,056 | ||
Total equity | 2,213,593 | 2,140,056 | ||
Total liabilities and equity | 4,407,658 | 4,409,145 | ||
Reportable Entity | Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 6,980 | 2,903 | 1,527 | 784 |
Accounts receivable-trade, net of allowance for doubtful accounts | 650,373 | 795,479 | ||
Accounts receivable-affiliates | 1,552 | 6,711 | ||
Inventories | 562,490 | 560,769 | ||
Prepaid expenses and other current assets | 96,361 | 102,703 | ||
Total current assets | 1,317,756 | 1,468,565 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,737,694 | 1,725,383 | ||
GOODWILL | 1,438,959 | 1,437,759 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 1,116,073 | 1,149,524 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 190,948 | 187,423 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (2,494,298) | (2,408,189) | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 25,044 | 47,598 | ||
LOAN RECEIVABLE-AFFILIATE | 3,700 | 3,200 | ||
OTHER NONCURRENT ASSETS | 238,926 | 239,436 | ||
Total assets | 3,574,802 | 3,850,699 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 521,538 | 657,077 | ||
Accounts payable-affiliates | 1,776 | 7,907 | ||
Accrued expenses and other payables | 158,387 | 164,012 | ||
Advance payments received from customers | 56,529 | 35,107 | ||
Current maturities of long-term debt | 3,409 | 4,211 | ||
Total current liabilities | 741,639 | 868,314 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 778,976 | 824,370 | ||
OTHER NONCURRENT LIABILITIES | 172,162 | 179,857 | ||
EQUITY: | ||||
Partners' equity | 1,884,016 | 1,979,785 | ||
Accumulated other comprehensive income (loss) | (1,991) | (1,627) | ||
Total equity | 1,882,025 | 1,978,158 | ||
Total liabilities and equity | 3,574,802 | 3,850,699 | ||
Reportable Entity | Non-Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 2,721 | 3,104 | $ 1,042 | $ 1,643 |
Accounts receivable-trade, net of allowance for doubtful accounts | 2,356 | 5,128 | ||
Accounts receivable-affiliates | 0 | 0 | ||
Inventories | 603 | 663 | ||
Prepaid expenses and other current assets | 451 | 490 | ||
Total current assets | 6,131 | 9,385 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 31,924 | 64,890 | ||
GOODWILL | 12,757 | 13,957 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 14,000 | 14,432 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 0 | 0 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (21,488) | (16,541) | ||
OTHER NONCURRENT ASSETS | 0 | 168 | ||
Total assets | 43,324 | 86,291 | ||
CURRENT LIABILITIES: | ||||
Accounts payable-trade | 617 | 944 | ||
Accounts payable-affiliates | 0 | 10 | ||
Accrued expenses and other payables | 743 | 963 | ||
Advance payments received from customers | 542 | 837 | ||
Current maturities of long-term debt | 384 | 379 | ||
Total current liabilities | 2,286 | 3,133 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 1,052 | 1,065 | ||
OTHER NONCURRENT LIABILITIES | 4,406 | 4,677 | ||
REDEEMABLE NONCONTROLLING INTEREST | 3,251 | 3,072 | ||
EQUITY: | ||||
Partners' equity | 32,541 | 74,545 | ||
Accumulated other comprehensive income (loss) | (212) | (201) | ||
Total equity | 32,329 | 74,344 | ||
Total liabilities and equity | 43,324 | 86,291 | ||
Consolidating Adjustments | ||||
CURRENT ASSETS: | ||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (1,907,069) | (2,025,756) | ||
Total assets | (1,907,069) | (2,025,756) | ||
EQUITY: | ||||
Partners' equity | (1,914,354) | (2,052,502) | ||
Noncontrolling interests | 7,285 | 26,746 | ||
Total equity | (1,907,069) | (2,025,756) | ||
Total liabilities and equity | $ (1,907,069) | $ (2,025,756) |
Unaudited Condensed Consolida76
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Unaudited Condensed Consolidating Statement of Operations | ||
REVENUES | $ 3,781,566 | $ 2,721,970 |
COST OF SALES | 3,642,108 | 2,566,440 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 76,469 | 75,172 |
General and administrative | 24,991 | 41,871 |
Depreciation and amortization | 63,879 | 48,906 |
Gain on disposal or impairment of assets, net | (11,214) | (204,319) |
Operating (Loss) Income | (14,667) | 193,900 |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 1,816 | 394 |
Revaluation of investments | 0 | (14,365) |
Interest expense | (49,226) | (30,438) |
(Loss) gain on early extinguishment of liabilities, net | (3,281) | 29,952 |
Other income, net | 2,110 | 3,772 |
(Loss) Income Before Income Taxes | (63,248) | 183,215 |
INCOME TAX EXPENSE | (459) | (462) |
Net (Loss) Income | (63,707) | 182,753 |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (52) | (5,833) |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | 397 | 0 |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (9,684) | (3,384) |
LESS: NET LOSS (INCOME) ALLOCATED TO GENERAL PARTNER | 40 | (203) |
LESS: REPURCHASE OF WARRANTS | (349) | 0 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | (73,355) | 173,333 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OTHER INCOME (EXPENSE): | ||
Interest expense | (38,371) | (16,326) |
(Loss) gain on early extinguishment of liabilities, net | (3,281) | 8,614 |
(Loss) Income Before Income Taxes | (41,652) | (7,712) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | (21,710) | 184,632 |
Net (Loss) Income | (63,362) | 176,920 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | (63,362) | 176,920 |
Reportable Entity | Guarantor Subsidiaries | ||
Unaudited Condensed Consolidating Statement of Operations | ||
REVENUES | 3,777,883 | 2,714,981 |
COST OF SALES | 3,641,494 | 2,565,828 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 74,504 | 70,881 |
General and administrative | 24,804 | 41,626 |
Depreciation and amortization | 62,433 | 46,309 |
Gain on disposal or impairment of assets, net | (11,879) | (204,339) |
Operating (Loss) Income | (13,473) | 194,676 |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 1,816 | 394 |
Revaluation of investments | (14,365) | |
Interest expense | (10,832) | (14,028) |
(Loss) gain on early extinguishment of liabilities, net | 21,338 | |
Other income, net | 2,274 | 3,836 |
(Loss) Income Before Income Taxes | (20,215) | 191,851 |
INCOME TAX EXPENSE | (459) | (462) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | (1,036) | (6,757) |
Net (Loss) Income | (21,710) | 184,632 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | (21,710) | 184,632 |
Reportable Entity | Non-Guarantor Subsidiaries | ||
Unaudited Condensed Consolidating Statement of Operations | ||
REVENUES | 4,087 | 7,351 |
COST OF SALES | 1,018 | 974 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 1,965 | 4,291 |
General and administrative | 187 | 245 |
Depreciation and amortization | 1,446 | 2,597 |
Gain on disposal or impairment of assets, net | 665 | 20 |
Operating (Loss) Income | (1,194) | (776) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 0 | 0 |
Interest expense | (226) | (162) |
Other income, net | 39 | 14 |
(Loss) Income Before Income Taxes | (1,381) | (924) |
INCOME TAX EXPENSE | 0 | 0 |
Net (Loss) Income | (1,381) | (924) |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | (1,381) | (924) |
Consolidating Adjustments | ||
Unaudited Condensed Consolidating Statement of Operations | ||
REVENUES | (404) | (362) |
COST OF SALES | (404) | (362) |
OPERATING COSTS AND EXPENSES: | ||
Operating | 0 | |
OTHER INCOME (EXPENSE): | ||
Interest expense | 203 | 78 |
Other income, net | (203) | (78) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 22,746 | (177,875) |
Net (Loss) Income | 22,746 | (177,875) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (52) | (5,833) |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | 397 | |
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS | (9,684) | (3,384) |
LESS: NET LOSS (INCOME) ALLOCATED TO GENERAL PARTNER | 40 | (203) |
LESS: REPURCHASE OF WARRANTS | (349) | |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | $ 13,098 | $ (187,295) |
Unaudited Condensed Consolida77
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net (loss) income | $ (63,707) | $ 182,753 |
Other comprehensive loss | (375) | (152) |
Comprehensive income (loss) | (64,082) | 182,601 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net (loss) income | (63,362) | 176,920 |
Comprehensive income (loss) | (63,362) | 176,920 |
Reportable Entity | Guarantor Subsidiaries | ||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net (loss) income | (21,710) | 184,632 |
Other comprehensive loss | (364) | (142) |
Comprehensive income (loss) | (22,074) | 184,490 |
Reportable Entity | Non-Guarantor Subsidiaries | ||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net (loss) income | (1,381) | (924) |
Other comprehensive loss | (11) | (10) |
Comprehensive income (loss) | (1,392) | (934) |
Consolidating Adjustments | ||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net (loss) income | 22,746 | (177,875) |
Comprehensive income (loss) | $ 22,746 | $ (177,875) |
Unaudited Condensed Consolida78
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | $ 991 | $ (70,540) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (31,491) | (140,179) |
Acquisitions, net of cash acquired | (19,897) | (14,458) |
Cash flows from settlements of commodity derivatives | 23,287 | (21,535) |
Proceeds from sales of assets | 20,135 | 438 |
Proceeds from sale of TLP common units | 0 | 112,370 |
Investments in unconsolidated entities | (5,250) | 0 |
Distributions of capital from unconsolidated entities | 2,115 | 2,941 |
Payments on loan for natural gas liquids facility | 2,401 | 2,130 |
Loan to affiliate | (500) | (1,000) |
Payments on loan to affiliate | 0 | 655 |
Payment to terminate contract | 0 | (16,875) |
Net cash used in investing activities | (9,200) | (75,513) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under Revolving Credit Facility | 299,500 | 433,500 |
Payments on Revolving Credit Facility | (344,500) | (454,500) |
Repurchase of senior secured and senior notes | (74,391) | (15,129) |
Payments on other long-term debt | (1,327) | (2,102) |
Debt issuance costs | (2,096) | (45) |
Contributions from noncontrolling interest owners, net | 23 | 329 |
Distributions to partners | (53,399) | (40,696) |
Distributions to noncontrolling interest owners | 0 | (1,355) |
Proceeds from sale of preferred units, net of offering costs | 202,977 | 235,180 |
Repurchase of warrants | (10,549) | 0 |
Payments for settlement and early extinguishment of liabilities | (745) | (26,374) |
Other | 0 | (53) |
Net cash provided by financing activities | 15,493 | 128,755 |
Net increase (decrease) in cash and cash equivalents | 7,284 | (17,298) |
Cash and cash equivalents, beginning of period | 12,264 | 28,176 |
Cash and cash equivalents, end of period | 19,548 | 10,878 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (60,756) | (18,411) |
FINANCING ACTIVITIES: | ||
Repurchase of senior secured and senior notes | (74,391) | (15,129) |
Debt issuance costs | (294) | (11) |
Contributions from noncontrolling interest owners, net | (501) | |
Distributions to partners | (53,399) | (40,696) |
Proceeds from sale of preferred units, net of offering costs | 202,977 | 235,180 |
Repurchase of warrants | (10,549) | |
Net changes in advances with consolidated entities | 2 | (177,872) |
Net cash provided by financing activities | 64,346 | 971 |
Net increase (decrease) in cash and cash equivalents | 3,590 | (17,440) |
Cash and cash equivalents, beginning of period | 6,257 | 25,749 |
Cash and cash equivalents, end of period | 9,847 | 8,309 |
Reportable Entity | Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | 26,788 | (47,551) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (31,164) | (138,832) |
Acquisitions, net of cash acquired | (19,897) | (14,458) |
Cash flows from settlements of commodity derivatives | 23,287 | (21,535) |
Proceeds from sales of assets | 20,135 | 421 |
Proceeds from sale of TLP common units | 112,370 | |
Investments in unconsolidated entities | (5,250) | |
Distributions of capital from unconsolidated entities | 2,115 | 2,941 |
Payments on loan for natural gas liquids facility | 2,401 | 2,130 |
Loan to affiliate | (500) | (1,000) |
Payments on loan to affiliate | 655 | |
Payment to terminate contract | (16,875) | |
Net cash used in investing activities | (8,873) | (74,183) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under Revolving Credit Facility | 299,500 | 433,500 |
Payments on Revolving Credit Facility | (344,500) | (454,500) |
Payments on other long-term debt | (1,297) | (1,777) |
Debt issuance costs | (1,802) | (34) |
Payments for settlement and early extinguishment of liabilities | (745) | (26,374) |
Net changes in advances with consolidated entities | 35,006 | 171,715 |
Other | (53) | |
Net cash provided by financing activities | (13,838) | 122,477 |
Net increase (decrease) in cash and cash equivalents | 4,077 | 743 |
Cash and cash equivalents, beginning of period | 2,903 | 784 |
Cash and cash equivalents, end of period | 6,980 | 1,527 |
Reportable Entity | Non-Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | 34,959 | (4,578) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (327) | (1,347) |
Acquisitions, net of cash acquired | 0 | |
Proceeds from sales of assets | 0 | 17 |
Net cash used in investing activities | (327) | (1,330) |
FINANCING ACTIVITIES: | ||
Payments on other long-term debt | (30) | (325) |
Contributions from noncontrolling interest owners, net | 23 | 830 |
Distributions to noncontrolling interest owners | (1,355) | |
Net changes in advances with consolidated entities | (35,008) | 6,157 |
Net cash provided by financing activities | (35,015) | 5,307 |
Net increase (decrease) in cash and cash equivalents | (383) | (601) |
Cash and cash equivalents, beginning of period | 3,104 | 1,643 |
Cash and cash equivalents, end of period | $ 2,721 | $ 1,042 |