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 unsecured 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 unsecured notes. Since NGL Energy Partners LP received the proceeds from the issuance of the senior unsecured 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 unsecured 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) December 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,994 $ — $ 11,179 $ 2,296 $ — $ 28,469 Accounts receivable-trade, net of allowance for doubtful accounts — — 1,060,207 3,700 — 1,063,907 Accounts receivable-affiliates — — 3,517 — — 3,517 Inventories — — 644,154 946 — 645,100 Prepaid expenses and other current assets — — 97,058 337 — 97,395 Assets held for sale — — 131,742 — (151 ) 131,591 Total current assets 14,994 — 1,947,857 7,279 (151 ) 1,969,979 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,676,248 32,435 — 1,708,683 GOODWILL — — 1,300,560 12,757 — 1,313,317 INTANGIBLE ASSETS, net of accumulated amortization — — 1,051,683 13,272 — 1,064,955 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 16,369 — — 16,369 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,116,433 — (2,095,213 ) (21,220 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,727,675 — 24,623 — (1,752,298 ) — LOAN RECEIVABLE-AFFILIATE — — 318 — — 318 OTHER NONCURRENT ASSETS — — 242,765 — — 242,765 Total assets $ 3,859,102 $ — $ 4,165,210 $ 44,523 $ (1,752,449 ) $ 6,316,386 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 865,117 $ 1,651 $ — $ 866,768 Accounts payable-affiliates 1 — 473 — — 474 Accrued expenses and other payables 34,879 — 194,937 936 — 230,752 Advance payments received from customers — — 46,326 675 (151 ) 46,850 Current maturities of long-term debt — — 2,887 373 — 3,260 Liabilities held for sale — — 16,574 — — 16,574 Total current liabilities 34,880 — 1,126,314 3,635 (151 ) 1,164,678 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,774,042 — 1,147,180 744 — 2,921,966 OTHER NONCURRENT LIABILITIES — — 164,041 4,240 — 168,281 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 76,056 — — — — 76,056 REDEEMABLE NONCONTROLLING INTEREST — — — 4,011 — 4,011 EQUITY: Partners’ equity 1,974,124 — 1,728,919 32,127 (1,759,568 ) 1,975,602 Accumulated other comprehensive loss — — (1,244 ) (234 ) — (1,478 ) Noncontrolling interests — — — — 7,270 7,270 Total equity 1,974,124 — 1,727,675 31,893 (1,752,298 ) 1,981,394 Total liabilities and equity $ 3,859,102 $ — $ 4,165,210 $ 44,523 $ (1,752,449 ) $ 6,316,386 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 December 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 4,454,133 $ 10,818 $ (1,688 ) $ 4,463,263 COST OF SALES — — 4,269,586 4,910 (1,688 ) 4,272,808 OPERATING COSTS AND EXPENSES: Operating — — 82,468 2,378 — 84,846 General and administrative — — 29,033 185 — 29,218 Depreciation and amortization — — 61,961 1,379 — 63,340 (Gain) loss on disposal or impairment of assets, net — — (111,509 ) 29 — (111,480 ) Operating Income — — 122,594 1,937 — 124,531 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 3,426 — — 3,426 Interest expense (36,019 ) — (15,752 ) (228 ) 209 (51,790 ) Loss on early extinguishment of liabilities, net (21,141 ) — — — — (21,141 ) Other income, net — — 2,298 18 (209 ) 2,107 (Loss) Income Before Income Taxes (57,160 ) — 112,566 1,727 — 57,133 INCOME TAX EXPENSE — — (364 ) — — (364 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 113,416 — 1,214 — (114,630 ) — Net Income 56,256 — 113,416 1,727 (114,630 ) 56,769 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (89 ) (89 ) LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS (424 ) (424 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (16,219 ) (16,219 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (73 ) (73 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 56,256 $ — $ 113,416 $ 1,727 $ (131,435 ) $ 39,964 Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 3,393,541 $ 14,249 $ (1,149 ) $ 3,406,641 COST OF SALES — — 3,226,175 2,996 (1,149 ) 3,228,022 OPERATING COSTS AND EXPENSES: Operating — — 72,911 4,070 — 76,981 General and administrative — — 18,090 190 — 18,280 Depreciation and amortization — — 58,091 2,676 — 60,767 Loss (gain) on disposal or impairment of assets, net — — 37 (3 ) — 34 Operating Income — — 18,237 4,320 — 22,557 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 1,279 — — 1,279 Interest expense (26,217 ) — (15,340 ) (98 ) 219 (41,436 ) Other income, net — — 20,206 20 (219 ) 20,007 (Loss) Income Before Income Taxes (26,217 ) — 24,382 4,242 — 2,407 INCOME TAX EXPENSE — — (1,114 ) — — (1,114 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 27,193 — 3,925 — (31,118 ) — Net Income 976 — 27,193 4,242 (31,118 ) 1,293 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (317 ) (317 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (8,906 ) (8,906 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (22 ) (22 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 976 $ — $ 27,193 $ 4,242 $ (40,363 ) $ (7,952 ) Unaudited Condensed Consolidating Statement of Operations (in Thousands) Nine Months Ended December 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 12,150,896 $ 20,261 $ (2,999 ) $ 12,168,158 COST OF SALES — — 11,679,386 9,250 (2,999 ) 11,685,637 OPERATING COSTS AND EXPENSES: Operating — — 231,376 5,909 — 237,285 General and administrative — — 77,190 499 — 77,689 Depreciation and amortization — — 188,893 3,534 — 192,427 (Gain) loss on disposal or impairment of assets, net — — (12,436 ) 1,194 — (11,242 ) Revaluation of liabilities — — 5,600 — — 5,600 Operating Loss — — (19,113 ) (125 ) — (19,238 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 7,270 — — 7,270 Interest expense (111,609 ) — (39,576 ) (681 ) 617 (151,249 ) Loss on early extinguishment of liabilities, net (22,479 ) — — — — (22,479 ) Other income, net — — 6,656 74 (617 ) 6,113 Loss Before Income Taxes (134,088 ) — (44,763 ) (732 ) — (179,583 ) INCOME TAX EXPENSE — — (934 ) — — (934 ) EQUITY IN NET LOSS OF CONSOLIDATED SUBSIDIARIES (46,389 ) — (692 ) — 47,081 — Net Loss (180,477 ) — (46,389 ) (732 ) 47,081 (180,517 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (221 ) (221 ) LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS 261 261 LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (42,001 ) (42,001 ) LESS: NET LOSS ALLOCATED TO GENERAL PARTNER 121 121 LESS: REPURCHASE OF WARRANTS (349 ) (349 ) NET LOSS ALLOCATED TO COMMON UNITHOLDERS $ (180,477 ) $ — $ (46,389 ) $ (732 ) $ 4,892 $ (222,706 ) Unaudited Condensed Consolidating Statement of Operations (in Thousands) Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 9,142,575 $ 33,718 $ (2,144 ) $ 9,174,149 COST OF SALES — — 8,720,039 5,297 (2,144 ) 8,723,192 OPERATING COSTS AND EXPENSES: Operating — — 212,542 12,866 — 225,408 General and administrative — — 87,402 675 — 88,077 Depreciation and amortization — — 152,140 8,136 — 160,276 Gain on disposal or impairment of assets, net — — (203,406 ) (27 ) — (203,433 ) Operating Income — — 173,858 6,771 — 180,629 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 1,726 — — 1,726 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (58,907 ) — (46,238 ) (551 ) 380 (105,316 ) Gain on early extinguishment of liabilities, net 8,614 — 22,276 — — 30,890 Other income, net — — 26,196 44 (380 ) 25,860 (Loss) Income Before Income Taxes (50,293 ) — 163,453 6,264 — 119,424 INCOME TAX EXPENSE — — (2,036 ) — — (2,036 ) EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES 161,590 — 173 — (161,763 ) — Net Income 111,297 — 161,590 6,264 (161,763 ) 117,388 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (6,091 ) (6,091 ) LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (20,958 ) (20,958 ) LESS: NET INCOME ALLOCATED TO GENERAL PARTNER (180 ) (180 ) NET INCOME ALLOCATED TO COMMON UNITHOLDERS $ 111,297 $ — $ 161,590 $ 6,264 $ (188,992 ) $ 90,159 Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (in Thousands) Three Months Ended December 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 56,256 $ — $ 113,416 $ 1,727 $ (114,630 ) $ 56,769 Other comprehensive inco me (loss) — — 795 (11 ) — 784 Comprehensive income $ 56,256 $ — $ 114,211 $ 1,716 $ (114,630 ) $ 57,553 Three Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 976 $ — $ 27,193 $ 4,242 $ (31,118 ) $ 1,293 Other comprehensive income (loss) — — 568 (23 ) — 545 Comprehensive income $ 976 $ — $ 27,761 $ 4,219 $ (31,118 ) $ 1,838 Nine Months Ended December 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net loss $ (180,477 ) $ — $ (46,389 ) $ (732 ) $ 47,081 $ (180,517 ) Other comprehensive inco me (loss) — — 383 (33 ) — 350 Comprehensive loss $ (180,477 ) $ — $ (46,006 ) $ (765 ) $ 47,081 $ (180,167 ) Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 111,297 $ — $ 161,590 $ 6,264 $ (161,763 ) $ 117,388 Other comprehensive income (loss) — — 93 (33 ) — 60 Comprehensive income $ 111,297 $ — $ 161,683 $ 6,231 $ (161,763 ) $ 117,448 Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Nine Months Ended December 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 415,012 $ — $ (447,316 ) $ 36,365 $ 4,061 INVESTING ACTIVITIES: Capital expenditures — — (97,971 ) (1,413 ) (99,384 ) Acquisitions, net of cash acquired — — (49,081 ) (400 ) (49,481 ) Cash flows from settlements of commodity derivatives — — (85,823 ) — (85,823 ) Proceeds from sales of assets — — 33,673 — 33,673 Proceeds from sale of interest in Glass Mountain — — 292,117 — 292,117 Transaction with an unconsolidated entity (Note 13) — — (6,424 ) — (6,424 ) Investments in unconsolidated entities — — (21,461 ) — (21,461 ) Distributions of capital from unconsolidated entities — — 11,710 — 11,710 Repayments on loan for natural gas liquids facility — — 7,425 — 7,425 Loan to affiliate — — (1,460 ) — (1,460 ) Repayments on loan to affiliate — — 4,160 — 4,160 Other (Note 14) — — 20,000 — 20,000 Net cash provided by (used in) investing activities — — 106,865 (1,813 ) 105,052 FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 1,674,500 — 1,674,500 Payments on Revolving Credit Facility — — (1,349,500 ) — (1,349,500 ) Repayment and repurchase of senior secured and senior unsecured notes (415,568 ) — — — (415,568 ) Payments on other long-term debt — — (3,971 ) (390 ) (4,361 ) Debt issuance costs (693 ) — (1,804 ) — (2,497 ) Contributions from noncontrolling interest owners, net — — — 23 23 Distributions to general and common unit partners and preferred unitholders (166,589 ) — — — (166,589 ) Distributions to noncontrolling interest owners — — — (3,082 ) (3,082 ) Proceeds from sale of preferred units, net of offering costs 202,731 — — — 202,731 Repurchase of warrants (10,549 ) — — — (10,549 ) Common unit repurchases and cancellations (15,608 ) — — — (15,608 ) Payments for settlement and early extinguishment of liabilities — — (2,408 ) — (2,408 ) Net changes in advances with consolidated entities 1 — 31,910 (31,911 ) — Net cash (used in) provided by financing activities (406,275 ) — 348,727 (35,360 ) (92,908 ) Net increase (decrease) in cash and cash equivalents 8,737 — 8,276 (808 ) 16,205 Cash and cash equivalents, beginning of period 6,257 — 2,903 3,104 12,264 Cash and cash equivalents, end of period $ 14,994 $ — $ 11,179 $ 2,296 $ 28,469 Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Nine Months Ended December 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash used in operating activities $ (48,850 ) $ — $ (63,850 ) $ (2,872 ) $ (115,572 ) INVESTING ACTIVITIES: Capital expenditures — — (257,734 ) (6,846 ) (264,580 ) Acquisitions, net of cash acquired — — (116,153 ) (11,360 ) (127,513 ) Cash flows from settlements of commodity derivatives — — (82,815 ) — (82,815 ) Proceeds from sales of assets — — 14,136 59 14,195 Proceeds from sale of TLP common units — — 112,370 — 112,370 Proceeds from sale of Grassland — — — 22,000 22,000 Distributions of capital from unconsolidated entities — — 7,608 — 7,608 Repayments on loan for natural gas liquids facility — — 6,585 — 6,585 Loan to affiliate — — (2,700 ) — (2,700 ) Repayments on loan to affiliate — — 655 — 655 Payment to terminate development agreement — — (16,875 ) — (16,875 ) Net cash (used in) provided by investing activities — — (334,923 ) 3,853 (331,070 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 1,176,000 — 1,176,000 Payments on Revolving Credit Facility — — (1,510,500 ) — (1,510,500 ) Issuance of senior unsecured notes 700,000 — — — 700,000 Repurchase of senior unsecured notes (15,129 ) — — — (15,129 ) Payments on other long-term debt — — (6,359 ) (190 ) (6,549 ) Debt issuance costs (12,536 ) — (72 ) — (12,608 ) Contributions from general partner 59 — — — 59 Contributions from noncontrolling interest owners, net — — — 639 639 Distributions to general and common unit partners and preferred unitholders (132,135 ) — — — (132,135 ) Distributions to noncontrolling interest owners — — — (3,292 ) (3,292 ) Proceeds from sale of preferred units, net of offering costs 234,989 — — — 234,989 Proceeds from sale of common units, net of offering costs 43,896 — — — 43,896 Payments for settlement and early extinguishment of liabilities — — (27,977 ) — (27,977 ) Net changes in advances with consolidated entities (772,232 ) — 769,955 2,277 — Net cash provided by (used in) financing activities 46,912 — 401,047 (566 ) 447,393 Net (decrease) increase in cash and cash equivalents (1,938 ) — 2,274 415 751 Cash and cash equivalents, beginning of period 25,749 — 784 1,643 28,176 Cash and cash equivalents, end of period $ 23,811 $ — $ 3,058 $ 2,058 $ 28,927 |