Document and Entity Information
Document and Entity Information | Apr. 03, 2019 |
Document and Entity Information | |
Entity Registrant Name | NGL Energy Partners LP |
Entity Central Index Key | 0001504461 |
Document Type | 8-K |
Document Period End Date | Apr. 3, 2019 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 22,094 | $ 7,826 |
Accounts receivable-trade, net of allowance for doubtful accounts of $4,201 and $3,954, respectively | 1,026,764 | 755,558 |
Accounts receivable-affiliates | 4,772 | 6,709 |
Inventories | 551,303 | 544,045 |
Prepaid expenses and other current assets | 128,742 | 99,794 |
Assets held for sale | 517,604 | 619,420 |
Total current assets | 2,251,279 | 2,033,352 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $343,345 and $257,657, respectively | 1,518,607 | 1,529,443 |
GOODWILL | 1,204,607 | 1,321,289 |
INTANGIBLE ASSETS, net of accumulated amortization of $433,565 and $359,663, respectively | 913,154 | 1,007,252 |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 17,236 | 187,423 |
LOAN RECEIVABLE-AFFILIATE | 1,200 | 3,200 |
OTHER NONCURRENT ASSETS | 245,039 | 238,420 |
Total assets | 6,151,122 | 6,320,379 |
CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: | ||
Accounts payable-trade | 852,839 | 650,469 |
Accounts payable-affiliates | 1,254 | 7,918 |
Accrued expenses and other payables | 223,504 | 198,456 |
Advance payments received from customers | 8,374 | 10,592 |
Current maturities of long-term debt | 646 | 25,859 |
Liabilities and redeemable noncontrolling interest held for sale | 42,580 | 53,363 |
Total current liabilities and redeemable noncontrolling interest | 1,129,197 | 946,657 |
LONG-TERM DEBT, net of debt issuance costs of $20,645 and $33,458, respectively, and current maturities | 2,679,740 | 2,958,526 |
OTHER NONCURRENT LIABILITIES | 173,514 | 184,504 |
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 | 82,576 | 63,890 |
EQUITY: | ||
General partner, representing a 0.1% interest, 121,594 and 120,300 notional units, respectively | (50,819) | (50,529) |
Limited partners, representing a 99.9% interest, 121,472,725 and 120,179,407 common units issued and outstanding, respectively | 1,852,495 | 2,192,413 |
Class B preferred limited partners, 8,400,000 and 0 preferred units issued and outstanding, respectively | 202,731 | 0 |
Accumulated other comprehensive loss | (1,815) | (1,828) |
Noncontrolling interests | 83,503 | 26,746 |
Total equity | 2,086,095 | 2,166,802 |
Total liabilities and equity | $ 6,151,122 | $ 6,320,379 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accounts receivable - trade, allowance for doubtful accounts | $ (4,201) | $ (3,954) |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | 343,345 | 257,657 |
INTANGIBLE ASSETS, accumulated amortization | 433,565 | 359,663 |
LONG-TERM DEBT, debt issuance costs | $ 20,645 | $ 33,458 |
General partner interest | 0.10% | 0.10% |
General partner, notional units outstanding (in units) | 121,594 | 120,300 |
Limited partner interest | 99.90% | 99.90% |
Limited partners, common units issued (in units) | 121,472,725 | 120,179,407 |
Limited partners, common units outstanding (in units) | 121,472,725 | 120,179,407 |
Class A Convertible Preferred Units | ||
Preferred units dividend rate | 10.75% | 10.75% |
Temporary equity, issued (in units) | 19,942,169 | 19,942,169 |
Temporary equity, 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
REVENUES: | |||
Crude Oil Logistics | $ 2,260,075 | $ 1,666,884 | $ 3,217,079 |
Water Solutions | 229,139 | 159,601 | 185,001 |
Liquids | 2,215,985 | 1,537,172 | 1,273,992 |
Refined Products and Renewables | 12,200,923 | 9,342,702 | 6,792,112 |
Other | 1,174 | 844 | 462 |
Total Revenues | 16,907,296 | 12,707,203 | 11,468,646 |
COST OF SALES: | |||
Crude Oil Logistics | 2,113,747 | 1,572,015 | 3,111,717 |
Water Solutions | 19,345 | 4,068 | (7,336) |
Liquids | 2,128,522 | 1,432,200 | 1,116,631 |
Refined Products and Renewables | 12,150,497 | 9,219,721 | 6,540,599 |
Other | 530 | 400 | 182 |
Total Cost of Sales | 16,412,641 | 12,228,404 | 10,761,793 |
OPERATING COSTS AND EXPENSES: | |||
Operating | 201,068 | 189,003 | 296,831 |
General and administrative | 98,129 | 105,805 | 127,559 |
Depreciation and amortization | 209,020 | 180,239 | 192,932 |
(Gain) loss on disposal or impairment of assets, net | (17,104) | (208,890) | 320,903 |
Revaluation of liabilities | 20,716 | 6,717 | (82,673) |
Operating (Loss) Income | (17,174) | 205,925 | (148,699) |
OTHER INCOME (EXPENSE): | |||
Equity in earnings of unconsolidated entities | 7,539 | 3,830 | 16,649 |
Revaluation of investments | 0 | (14,365) | 0 |
Interest expense | (199,148) | (149,994) | (132,749) |
(Loss) gain on early extinguishment of liabilities, net | (23,201) | 24,727 | 28,532 |
Other income, net | 6,953 | 26,612 | 4,521 |
(Loss) Income From Continuing Operations Before Income Taxes | (225,031) | 96,735 | (231,746) |
INCOME TAX (EXPENSE) BENEFIT | (1,354) | (1,933) | 428 |
(Loss) Income From Continuing Operations | (226,385) | 94,802 | (231,318) |
Income From Discontinued Operations, net of Tax | 156,780 | 49,072 | 44,221 |
Net (Loss) Income | (69,605) | 143,874 | (187,097) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (240) | (6,832) | (11,832) |
LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | (1,030) | 0 | 0 |
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | (70,875) | 137,042 | (198,929) |
NET (LOSS) INCOME FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (Note 3) | (286,521) | 57,645 | (290,725) |
NET INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (Note 3) | 155,595 | 49,023 | 44,176 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | $ (130,926) | $ 106,668 | $ (246,549) |
BASIC (LOSS) INCOME PER COMMON UNIT | |||
(Loss) Income From Continuing Operations | $ (2.37) | $ 0.53 | $ (2.77) |
Income From Discontinued Operations, net of Tax | 1.29 | 0.45 | 0.42 |
Net (Loss) Income | (1.08) | 0.99 | (2.35) |
DILUTED (LOSS) INCOME PER COMMON UNIT | |||
(Loss) Income From Continuing Operations | (2.37) | 0.52 | (2.77) |
Income From Discontinued Operations, net of Tax | 1.29 | 0.44 | 0.42 |
Net (Loss) Income | $ (1.08) | $ 0.95 | $ (2.35) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 120,991,340 | 108,091,486 | 104,838,886 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 120,991,340 | 111,850,621 | 104,838,886 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||||||||||
Net (loss) income | $ 110,912 | $ 56,769 | $ (173,579) | $ (63,707) | $ 26,486 | $ 1,293 | $ (66,658) | $ 182,753 | $ (69,605) | $ 143,874 | $ (187,097) |
Other comprehensive income (loss) | 13 | (1,671) | (48) | ||||||||
Comprehensive (loss) income | $ (69,592) | $ 142,203 | $ (187,145) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | General Partner | Class B Perpetual Preferred Units | Class B Perpetual Preferred UnitsClass B Perpetual Preferred Units | Limited Partner | Limited PartnerCommon units |
Beginning Balance (in units) at Mar. 31, 2015 | 103,794,870 | |||||||
Beginning Balance at Mar. 31, 2015 | $ 2,693,432 | $ (109) | $ 546,990 | $ (37,000) | $ 2,183,551 | |||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions to general and common unit partners and preferred unitholders (Note 10) | (322,007) | (61,485) | (260,522) | |||||
Distributions to noncontrolling interest owners | (35,720) | (35,720) | ||||||
Contributions | 11,601 | 15,376 | 54 | (3,829) | ||||
Business combinations (in units) | 833,454 | |||||||
Business combinations | 28,356 | 9,248 | 19,108 | |||||
Repurchase of warrants | 0 | |||||||
Equity issued pursuant to incentive compensation plan (in units) | 1,165,053 | |||||||
Equity issued pursuant to incentive compensation plan (Note 10) | $ 33,290 | 33,290 | ||||||
Common unit repurchases and cancellations (in units) | 1,623,804 | (1,623,804) | ||||||
Common unit repurchases and cancellations (Note 10) | $ (17,680) | (17,680) | ||||||
Net (loss) income | (187,097) | 11,832 | 47,620 | (246,549) | ||||
Deconsolidation of TLP | (511,291) | (511,291) | ||||||
Other comprehensive income (loss) | (48) | (48) | ||||||
TLP equity-based compensation | 1,301 | 1,301 | ||||||
Other | (72) | (29) | (43) | |||||
Ending Balance (in units) at Mar. 31, 2016 | 104,169,573 | |||||||
Ending Balance at Mar. 31, 2016 | 1,694,065 | (157) | 37,707 | (50,811) | 1,707,326 | |||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions to general and common unit partners and preferred unitholders (Note 10) | (181,581) | (287) | (181,294) | |||||
Distributions to noncontrolling interest owners | (3,292) | (3,292) | ||||||
Contributions | 721 | 1,173 | 49 | (501) | ||||
Business combinations (in units) | 218,617 | |||||||
Business combinations | 3,940 | 3,940 | ||||||
Purchase of noncontrolling interest | (12,817) | (12,602) | (215) | |||||
Repurchase of warrants | 0 | |||||||
Equity issued pursuant to incentive compensation plan (in units) | 2,350,082 | |||||||
Equity issued pursuant to incentive compensation plan (Note 10) | 68,414 | 68,414 | ||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10) | (8,999) | (8,999) | ||||||
Transfer of redeemable noncontrolling interest | (3,072) | (3,072) | ||||||
Units issued, net of offering costs (in units) | 13,441,135 | |||||||
Units issued, net of offering costs (Note 10) | 287,136 | 288 | 286,848 | |||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units (Note 10) | 131,534 | 131,534 | ||||||
Issuance of warrants, net of offering costs (Note 10) | 48,550 | 48,550 | ||||||
Net (loss) income | 143,874 | 6,832 | 232 | 136,810 | ||||
Other comprehensive income (loss) | (1,671) | (1,671) | ||||||
Ending Balance (in units) at Mar. 31, 2017 | 120,179,407 | |||||||
Ending Balance at Mar. 31, 2017 | 2,166,802 | (1,828) | 26,746 | (50,529) | 2,192,413 | |||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions to general and common unit partners and preferred unitholders (Note 10) | (229,792) | (323) | (229,469) | |||||
Distributions to noncontrolling interest owners | (3,082) | (3,082) | ||||||
Contributions | 23 | 23 | ||||||
Sawtooth joint venture (Note 15) | 59,233 | 76,214 | (16,981) | |||||
Business combinations | 0 | |||||||
Purchase of noncontrolling interest | (22,883) | (16,638) | (6,245) | |||||
Redeemable noncontrolling interest valuation adjustment | (5,825) | (5,825) | ||||||
Repurchase of warrants | (10,549) | (10,549) | ||||||
Equity issued pursuant to incentive compensation plan (in units) | 2,260,011 | |||||||
Equity issued pursuant to incentive compensation plan (Note 10) | 34,651 | 28 | 34,623 | |||||
Common unit repurchases and cancellations (in units) | (1,574,346) | |||||||
Common unit repurchases and cancellations (Note 10) | (15,817) | (15,817) | ||||||
Warrants exercised (in units) | 607,653 | |||||||
Warrants exercised (Note 10) | 6 | 6 | ||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10) | (18,781) | (18,781) | ||||||
Units issued, net of offering costs (in units) | 8,400,000 | |||||||
Units issued, net of offering costs (Note 10) | 202,731 | $ 202,731 | ||||||
Net (loss) income | (70,635) | 240 | 5 | (70,880) | ||||
Other comprehensive income (loss) | 13 | 13 | ||||||
Ending Balance (in units) at Mar. 31, 2018 | 8,400,000 | 121,472,725 | ||||||
Ending Balance at Mar. 31, 2018 | $ 2,086,095 | $ (1,815) | $ 83,503 | $ (50,819) | $ 202,731 | $ 1,852,495 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
OPERATING ACTIVITIES: | |||
Net (loss) income | $ (69,605) | $ 143,874 | $ (187,097) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Income from discontinued operations, net of tax | (156,780) | (49,072) | (44,221) |
Depreciation and amortization, including amortization of debt issuance costs | 225,738 | 194,829 | 213,219 |
Loss (gain) on early extinguishment or revaluation of liabilities, net | 43,917 | (18,010) | (111,205) |
Gain on termination of a storage sublease agreement | 0 | (16,205) | 0 |
Non-cash equity-based compensation expense | 35,241 | 53,102 | 51,565 |
(Gain) loss on disposal or impairment of assets, net | (17,104) | (208,890) | 320,903 |
Provision for doubtful accounts | 590 | (1,000) | 4,781 |
Net adjustments to fair value of commodity derivatives | 116,604 | 55,978 | (102,442) |
Equity in earnings of unconsolidated entities | (7,539) | (3,830) | (16,649) |
Distributions of earnings from unconsolidated entities | 4,632 | 3,564 | 17,404 |
Revaluation of investments | 0 | 14,365 | 0 |
Other | (41) | (7,809) | (5,322) |
Changes in operating assets and liabilities, exclusive of acquisitions: | |||
Accounts receivable-trade and affiliates | (272,990) | (254,124) | 482,222 |
Inventories | (7,649) | (190,594) | 72,708 |
Other current and noncurrent assets | (22,472) | (54,184) | 9,976 |
Accounts payable-trade and affiliates | 195,339 | 236,633 | (438,452) |
Other current and noncurrent liabilities | (14,252) | 3,573 | (27,285) |
Net cash provided by (used in) operating activities-continuing operations | 53,629 | (97,800) | 240,105 |
Net cash provided by operating activities-discontinued operations | 84,338 | 72,762 | 114,159 |
Net cash provided by (used in) operating activities | 137,967 | (25,038) | 354,264 |
INVESTING ACTIVITIES: | |||
Capital expenditures | (133,761) | (344,936) | (638,942) |
Acquisitions, net of cash acquired | (19,897) | (41,928) | (208,864) |
Settlements of commodity derivatives | (100,405) | (37,086) | 104,924 |
Proceeds from sales of assets | 33,844 | 28,232 | 7,284 |
Proceeds from divestitures of businesses and investments | 329,780 | 134,370 | 343,135 |
Transaction with an unconsolidated entity (Note 13) | (6,424) | 0 | 0 |
Investments in unconsolidated entities | (21,465) | (2,105) | (11,431) |
Distributions of capital from unconsolidated entities | 11,969 | 9,692 | 15,792 |
Loan for natural gas liquids facility | 0 | 0 | (3,913) |
Repayments on loan for natural gas liquids facility | 10,052 | 8,916 | 7,618 |
Loan to affiliate | (2,510) | (3,200) | (15,621) |
Repayments on loan to affiliate | 4,160 | 655 | 1,513 |
Payment to terminate development agreement | 0 | (16,875) | 0 |
Net cash provided by (used in) investing activities-continuing operations | 105,343 | (264,265) | (398,505) |
Net cash provided by (used in) investing activities-discontinued operations | 165,239 | (98,861) | (46,822) |
Net cash used in investing activities | 270,582 | (363,126) | (445,327) |
FINANCING ACTIVITIES: | |||
Proceeds from borrowings under revolving credit facilities | 2,434,500 | 1,700,000 | 2,602,500 |
Payments on revolving credit facilities | (2,279,500) | (2,733,500) | (2,133,000) |
Issuance of senior unsecured notes | 0 | 1,200,000 | 0 |
Repayment and repurchase of senior secured and senior unsecured notes | (486,699) | (21,193) | (43,421) |
Proceeds from borrowings under other long-term debt | 0 | 0 | 53,223 |
Payments on other long-term debt | (877) | (46,153) | (2,089) |
Debt issuance costs | (2,700) | (33,558) | (10,237) |
Contributions from general partner | 0 | 49 | 54 |
Contributions from noncontrolling interest owners, net | 23 | 672 | 11,547 |
Distributions to general and common unit partners and preferred unitholders | (225,067) | (181,581) | (322,007) |
Distributions to noncontrolling interest owners | (3,082) | (3,292) | (35,720) |
Proceeds from sale of preferred units, net of offering costs | 202,731 | 234,975 | 0 |
Repurchase of warrants | (10,549) | 0 | 0 |
Common unit repurchases and cancellations | (15,817) | 0 | (17,680) |
Proceeds from sale of common units, net of offering costs | 0 | 287,136 | 0 |
Payments for settlement and early extinguishment of liabilities | (3,408) | (28,468) | 0 |
Taxes paid on behalf of equity incentive plan participants | 0 | 0 | (19,395) |
Other | 0 | 0 | (72) |
Net cash (used in) provided by financing activities-continuing operations | (390,445) | 375,087 | 83,703 |
Net cash used in financing activities-discontinued operations | (3,836) | (3,633) | (2,998) |
Net cash (used in) provided by financing activities | (394,281) | 371,454 | 80,705 |
Net increase (decrease) in cash and cash equivalents | 14,268 | (16,710) | (10,358) |
Cash and cash equivalents, beginning of period | 7,826 | 24,536 | 34,894 |
Cash and cash equivalents, end of period | 22,094 | 7,826 | 24,536 |
Supplemental cash flow information: | |||
Cash interest paid | 192,938 | 117,912 | 117,185 |
Income taxes paid (net of income tax refunds) | 1,843 | 2,022 | 2,300 |
Supplemental non-cash investing and financing activities: | |||
Distributions declared but not paid to Class B preferred unitholders | 4,725 | 0 | 0 |
Accrued capital expenditures | 12,123 | 1,758 | 1,907 |
Value of common units issued in business combinations | 3,940 | 28,356 | |
Limited Partner | |||
FINANCING ACTIVITIES: | |||
Repurchase of warrants | (10,549) | ||
Supplemental non-cash investing and financing activities: | |||
Value of common units issued in business combinations | $ 0 | $ 3,940 | $ 19,108 |
Nature of Operations and Organi
Nature of Operations and Organization | 12 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Organization | Nature of Operations and Organization NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership formed in September 2010. NGL Energy Holdings LLC serves as our general partner. On May 17, 2011, we completed our initial public offering (“IPO”). Subsequent to our IPO, we significantly expanded our operations through numerous acquisitions as discussed in Note 4 . At March 31, 2018 , 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, and provides storage, terminaling, trucking, marine and pipeline transportation services through its owned assets. • 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, drilling fluids and drilling muds 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 joint venture in Utah. See Note 15 for a discussion of the joint venture of our Sawtooth NGL Caverns, LLC (“Sawtooth”) business. • 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 21 states and the District of Columbia. See Note 17 for a discussion of the sale of our Retail Propane segment. • Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations , purchase s refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedule s them for delivery at various locations throughout the country. In addition, in certain storage locations, our Refined Products and Renewables segment may also purchase unfinished gasoline blending components for subsequent blending into finished gasoline to supply our marketing business as well as third parties. Recent Developments On March 30, 2018, we sold a portion of our Retail Propane segment to DCC LPG (“DCC”) for $212.4 million in cash after adjusting for estimated working capital. On July 10, 2018, we completed the sale of virtually all of our Retail Propane segment to Superior Plus Corp. (“Superior”) for total consideration of $896.5 million in cash after adjusting for estimated working capital. This sale included all three of the retail propane businesses we acquired subsequent to March 31, 2018 (see Note 18 ). We retained our 50% ownership interest in Victory Propane, LLC (“Victory Propane”), which we subsequently sold on August 14, 2018 (see Note 2 ). These transactions, combined with the sale of a portion of our Retail Propane segment to DCC on March 30, 2018, represent a strategic shift in our operations and will have a significant effect on our operations and financial results going forward. Accordingly, the results of operations and cash flows related to the entire Retail Propane segment (both the portion sold to DCC in March 2018 and the remaining business sold to Superior in July 2018 as well as equity in earnings of Victory Propane) have been classified as discontinued operations and all periods presented have been retrospectively adjusted. In addition, the assets and liabilities related to our entire Retail Propane segment have been classified as held for sale within our March 31, 2018 and 2017 consolidated balance sheets. See Note 17 for a discussion of the sale of our Retail Propane segment. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not 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 consolidated financial statements. 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 consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in business combinations, the fair value of derivative instruments, 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 long-lived assets and goodwill, 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 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 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 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 within revenues in our 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 years ended March 31, 2018 , 2017 and 2016 include $1.3 million , $4.9 million and $5.8 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. Cost of Sales We include all costs we incur to acquire products, including the costs of purchasing, terminaling, and transporting inventory, prior to delivery to our customers, in cost of sales. Cost of sales excludes depreciation of our property, plant and equipment. Depreciation and Amortization Depreciation and amortization in our consolidated statements of operations includes all depreciation of our property, plant and equipment and amortization of intangible assets other than debt issuance costs, for which the amortization is recorded to interest expense, and certain contract-based intangible assets, for which the amortization is recorded to cost of sales. 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 Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2014 to 2017 generally remain subject to examination by federal, state, and Canadian tax authorities. We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in income in the period that includes the enactment date. A publicly traded partnership is required to generate at least 90% of its gross income (as defined for federal income tax purposes) from certain qualifying sources. Income generated by our taxable corporate subsidiaries is excluded from this qualifying income calculation. Although we routinely generate income outside of our corporate subsidiaries that is non-qualifying, we believe that at least 90% of our gross income has been qualifying income for each of the calendar years since our IPO. 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 consolidated financial statements at March 31, 2018 or 2017 . On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law by the President of the United States. The Act amended the Internal Revenue Code of 1986 for taxable years beginning after December 31, 2017 and does not extend retroactively to any prior tax periods. As of March 31, 2018 and 2017 , we do not have any deferred tax assets or liabilities. Any future deferred tax assets or liabilities will be valued based on the new corporate tax rate under the Act. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand and time deposits, and funds invested in highly liquid instruments with maturities of three months or less at the date of purchase. At times, certain account balances may exceed federally insured limits. Accounts Receivable and Concentration of Credit Risk We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customer’s creditworthiness as well as general economic conditions. The allowance for doubtful accounts is based on our assessment of the collectibility of customer accounts, which assessment considers the overall creditworthiness of customers and any specific disputes. Accounts receivable are considered past due or delinquent based on contractual terms. We write off accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted. We execute netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a netting agreement is in place and we intend to settle on a net basis. Our accounts receivable consist of the following at the dates indicated: March 31, 2018 March 31, 2017 Segment Gross Allowance for Net Gross Allowance for Net (in thousands) Crude Oil Logistics $ 404,865 $ — $ 404,865 $ 345,049 $ (3 ) $ 345,046 Water Solutions 59,958 (2,952 ) 57,006 34,335 (2,789 ) 31,546 Liquids 131,006 (20 ) 130,986 94,390 (293 ) 94,097 Refined Products and Renewables 435,136 (1,229 ) 433,907 285,664 (869 ) 284,795 Corporate and Other — — — 74 — 74 Total $ 1,030,965 $ (4,201 ) $ 1,026,764 $ 759,512 $ (3,954 ) $ 755,558 Changes in the allowance for doubtful accounts are as follows for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Allowance for doubtful accounts, beginning of period $ (3,954 ) $ (5,963 ) $ (2,748 ) Provision for doubtful accounts (590 ) 1,000 (4,781 ) Write off of uncollectible accounts 343 1,009 1,566 Allowance for doubtful accounts, end of period $ (4,201 ) $ (3,954 ) $ (5,963 ) Amounts in the tables above do not include accounts receivable or allowance for doubtful accounts related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets and the activity has been included within discontinued operations within our consolidated statements of operations (see Note 17 ). We did not have any customers that represented over 10% of consolidated revenues for fiscal years 2018 , 2017 and 2016 . Inventories Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments. Inventories consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Crude oil $ 77,351 $ 146,857 Natural gas liquids: Propane 38,910 32,347 Butane 12,613 5,992 Other 6,515 6,035 Refined products: Gasoline 253,286 193,015 Diesel 113,939 96,380 Renewables: Ethanol 38,093 42,009 Biodiesel 10,596 21,410 Total $ 551,303 $ 544,045 Amounts in the table above do not include inventory related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets (see Note 17 ). Investments in Unconsolidated Entities Investments we do not 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 consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our 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 net assets of the investee. We consider distributions received from unconsolidated entities which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and are classified as operating activities in our consolidated statements of cash flows. We consider distributions received from unconsolidated entities in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and are classified as investing activities in our consolidated statements of cash flows. Our investments in unconsolidated entities consist of the following at the dates indicated: Ownership Date Acquired March 31, Entity Segment Interest (1) or Formed 2018 2017 (in thousands) Glass Mountain Pipeline, LLC (2) Crude Oil Logistics —% December 2013 $ — $ 172,098 E Energy Adams, LLC (3) Refined Products and Renewables 20% December 2013 15,142 12,952 Water treatment and disposal facility (4) Water Solutions 50% August 2015 2,094 2,147 Victory Propane (5) Corporate and Other 50% April 2015 — 226 Total $ 17,236 $ 187,423 (1) Ownership interest percentages are at March 31, 2018 . (2) On December 22, 2017, we sold our previously held 50% interest in Glass Mountain Pipeline, LLC for net proceeds of $292.1 million and recorded a gain on disposal of $108.6 million during the three months ended December 31, 2017 within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Crude Oil Logistics segment have not been classified as discontinued operations. (3) See Note 18 related to the sale of our interest in E Energy Adams, LLC subsequent to March 31, 2018 . (4) This is an investment in an unincorporated joint venture. (5) As our investment is $0 at March 31, 2018 , our proportionate share of Victory Propane’s losses have been recorded against the loan receivable we have with Victory Propane. On August 14, 2018, we sold our previously held 50% interest in Victory Propane. See Note 13 for a further discussion of the loan receivable and a description of other transactions between us and Victory Propane. Combined summarized financial information for all of our unconsolidated entities is as follows for the dates and periods indicated: Balance sheets: March 31, 2018 2017 (in thousands) Current assets $ 24,431 $ 27,816 Noncurrent assets $ 99,164 $ 291,100 Current liabilities $ 16,787 $ 20,453 Noncurrent liabilities $ 10,620 $ 13,542 Statements of operations: March 31, 2018 2017 2016 (in thousands) Revenues $ 182,820 $ 180,632 $ 273,857 Cost of sales $ 114,890 $ 114,316 $ 107,425 Net income $ 26,438 $ 19,462 $ 46,595 At March 31, 2018 , cumulative equity earnings and cumulative distributions of our unconsolidated entities since they were acquired were $10.6 million and $11.2 million , respectively. Variable Interest Entity Victory Propane was formed as a joint venture in April 2015 by us and an unrelated third party. The business purpose of Victory Propane is to acquire and/or develop retail propane operations in a defined geographic area. In conjunction with the formation of Victory Propane, we agreed to provide Victory Propane a revolving line of credit of $5.0 million and have concluded that Victory Propane is a variable interest entity because the equity of Victory Propane is not sufficient to fund its activities without additional subordinated financial support. On August 14, 2018, we sold our interest in Victory Propane. Our equity in earnings in Victory Propane has been classified within discontinued operations, as discussed further in Note 1 and Note 17. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Loan receivable (1) $ 29,463 $ 40,684 Line fill (2) 34,897 30,628 Tank bottoms (3) 42,044 42,044 Minimum shipping fees - pipeline commitments (4) 88,757 67,996 Other 49,878 57,068 Total $ 245,039 $ 238,420 (1) Represents the noncurrent portion of 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 product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2018 , line fill consisted of 360,425 barrels of crude oil and 262,000 barrels of propane. At March 31, 2017 , line fill consisted of 427,193 barrels of crude oil. 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 March 31, 2018 and 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 for two contracts. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9 ). Under these contracts, we currently have 2.1 years and 2.5 years , respectively, in which to ship the excess volumes. Amounts in the table above do not include other noncurrent assets related to the Retail Propane segment, as these amounts have been classified as assets held for sale within our consolidated balance sheets (see Note 17 ). Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Accrued compensation and benefits $ 18,033 $ 16,559 Excise and other tax liabilities 40,829 62,201 Derivative liabilities 51,039 27,622 Accrued interest 39,947 44,327 Product exchange liabilities 11,842 1,693 Deferred gain on sale of general partner interest in TLP 30,113 30,113 Other 31,701 15,941 Total $ 223,504 $ 198,456 Amounts in the table above do not include accrued expenses and other payables related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets (see Note 17 ). Sale of General Partner Interest in TransMontaigne Partners L.P. (“ TLP ”) As previously reported, on February 1, 2016, we sold our general partner interest in TLP to an affiliate of ArcLight Capital Partners (“ ArcLight ”) for net proceeds of $343.1 million and recorded a gain on disposal of $329.9 million during the three months ended March 31, 2016. As part of this transaction, we retained TransMontaigne Product Services LLC, including its marketing business, customer contracts and its line space on the Colonial and Plantation pipelines, which is a significant part of our Refined Products and Renewables segment. We also entered into lease agreements whereby we will remain the long-term exclusive tenant in the TLP Southeast terminal system. As a result of entering into these leases, we deferred $204.6 million of the gain on the sale and will recognize this amount over our future lease payment obligations, which is approximately seven years (see below accounting guidance that will impact the recognition of the deferred gain). During the years ended March 31, 2018 , 2017 and 2016 , we recognized $30.1 million , $30.1 million and $5.0 million , respectively, of the deferred gain in our consolidated statements of operations. These gains are reported within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. Expected amortization of the remaining deferred gain is as follows (in thousands): Year Ending March 31, 2019 $ 30,113 2020 30,113 2021 29,593 2022 26,993 2023 22,494 Total $ 139,306 Within our March 31, 2018 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, $109.2 million , is recorded in other noncurrent liabilities. See “Recent Accounting Pronouncements” below for a discussion of the accounting for the gain upon the adoption of ASU No. 2014-09. Sale of TLP Common Units On April 1, 2016, we sold all of the TLP common units we owned to ArcLight for approximately $112.4 million in cash and recorded a gain on disposal of $104.1 million during the year ended March 31, 2017 . This gain is reported within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. Property, Plant and Equipment We record property, plant and equipment at cost, less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included in (gain) loss on disposal or impairment of assets, net . We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 5 ). Intangible Assets Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, pipeline capacity rights, rights-of-way and easements, executory contracts and other agreements, covenants not to compete, and trade names. In addition, we capitalize certain debt issuance costs associated with our revolving credit facilities. We amortize the majority of our intangible assets on a straight-line basis over the estimated useful lives of the assets (see Note 7 ). We amortize debt issuance costs over the terms of the related debt using a method that approximates the effective interest method. Impairment of Long-Lived Assets We evaluate the carrying value of our long-lived assets (property, plant and equipment and amortizable intangible assets) for potential impairment when events and circumstances warrant such a review. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. In that event, we recognize a loss equal to the amount by which the carrying value exceeds the fair value of the asset group. When we cease to use an acquired trade name, we test the trade name for impairment using the relief from royalty method and we begin amortizing the trade name over its estimated useful life as a defensive asset. See Note 5 and Note 7 for a further discussion of long-lived asset impairments recognized in the consolidated financial statements. We evaluate our equity method investments for impairment when we believe the current fair value may be less than the carrying amount and record an impairment if we believe the decline in value is other than temporary. Goodwill Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Business combinations are accounted for using the “acquisition method” (see Note 4 ). We expect that all of our goodwill at March 31, 2018 is deductible for federal income tax purposes. Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant. To perform this assessment, we first consider qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit exceeds its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit does not exceed its carrying amount, we calculate the fair value for the reporting unit and compare the amount to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered to be impaired and the goodwill balance is reduced by the difference between the fair value and carrying amount of the reporting unit. Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly affect the outcome of the analysis. The estimates and assumptions we used in the annual goodwill impairment assessment included market participant considerations and future forecasted operating results. Changes in operating results and other assumptions could materially affect these estimates. See Note 6 for a further discussion and analysis of our goodwill impairment assessment. Product Exchanges Quantities of products receivable or returnable under exchange agreements are reported within prepaid expenses and other current assets and within accrued expenses and other payables in our consolidated balance sheets. We estimate the value of product exchange assets and liabilities based on the weighted-average cost basis of the inventory we have delivered or will deliver on the exchange, plus or minus location differentials. Product exchanges related to the Retail Propane segment have been classified as held for sale within our consolidated balance sheets (see Note 17 ). Advance Payments Received from Customers We record customer advances on product purchases as a current liability in our consolidated balance sheets. Advance payments received from customers related to the Retail Propane segment have been classified as held for sale within our consolidated balance sheets (see Note 17 ). 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 consolidated balance sheet. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. The redeemable noncontrolling interest is included in liabilities and redeemable noncontrolling interest held for sale in our consolidated balance sheets (see Note 17 ). The following table summarizes changes in our redeemable noncontrolling interest in our consolidated balance sheets (in thousands): Balance at March 31, 2016 $ — Transfer of redeemable noncontrolling interest 3,072 Balance at March 31, 2017 3,072 Net income attributable to redeemable noncontrolling interest 1,030 Redeemable noncontrolling interest valuation adjustment 5,825 Balance at March 31, 2018 $ 9,927 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 |
(Loss) Income Per Common Unit
(Loss) Income Per Common Unit | 12 Months Ended |
Mar. 31, 2018 | |
Earnings Per Unit [Abstract] | |
(Loss) Income Per Common Unit | (Loss) Income Per Common Unit The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Year Ended March 31, 2018 2017 2016 Weighted average common units outstanding during the period: Common units - Basic 120,991,340 108,091,486 104,838,886 Effect of Dilutive Securities: Performance awards — 173,087 — Warrants — 3,586,048 — Common units - Diluted 120,991,340 111,850,621 104,838,886 For the year ended March 31, 2018 , the Service Awards (as defined herein), Performance Awards (as defined herein), warrants and Class A Preferred Units (as defined herein) were considered antidilutive. For the year ended March 31, 2017, the Class A Preferred Units were considered antidilutive and for the years ended March 31, 2017 , and 2016 , the Service Awards were considered antidilutive. In addition, the Performance Awards were antidilutive for the year ended March 31, 2016 . Our (loss) income per common unit is as follows for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands, except unit and per unit amounts) (Loss) income from continuing operations $ (226,385 ) $ 94,802 $ (231,318 ) Less: Continuing operations income attributable to noncontrolling interests (240 ) (6,832 ) (11,832 ) Net (loss) income from continuing operations attributable to NGL Energy Partners LP (226,625 ) 87,970 (243,150 ) Less: Distributions to preferred unitholders (1) (59,697 ) (30,142 ) — Less: Continuing operations net loss (income) allocated to general partner (2) 150 (183 ) (47,575 ) Less: Repurchase of warrants (3) (349 ) — — Net (loss) income from continuing operations allocated to common unitholders $ (286,521 ) $ 57,645 $ (290,725 ) Income from discontinued operations attributable to NGL Energy Partners, net of tax $ 156,780 $ 49,072 $ 44,221 Less: Discontinued operations income attributable to redeemable noncontrolling interests (1,030 ) — — Less: Discontinued operations income allocated to general partner (2) (155 ) (49 ) (45 ) Net income from discontinued operations allocated to common unitholders $ 155,595 $ 49,023 $ 44,176 Net (loss) income allocated to common unitholders $ (130,926 ) $ 106,668 $ (246,549 ) Basic (loss) income per common unit (Loss) income from continuing operations $ (2.37 ) $ 0.53 $ (2.77 ) Income from discontinued operations, net of tax $ 1.29 $ 0.45 $ 0.42 Net (loss) income $ (1.08 ) $ 0.99 $ (2.35 ) Diluted (loss) income per common unit (Loss) income from continuing operations $ (2.37 ) $ 0.52 $ (2.77 ) Income from discontinued operations, net of tax $ 1.29 $ 0.44 $ 0.42 Net (loss) income $ (1.08 ) $ 0.95 $ (2.35 ) Basic weighted average common units outstanding 120,991,340 108,091,486 104,838,886 Diluted weighted average common units outstanding 120,991,340 111,850,621 104,838,886 (1) This amount includes the distribution to preferred unitholders as well as the accretion for the beneficial conversion, as discussed further in Note 10 . (2) Net loss (income) allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights. (3) This amount represents the excess of the repurchase price over the fair value of the warrants, as discussed further in Note 10 . |
Acquisitions
Acquisitions | 12 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The following summarizes our acquisitions during the year ended March 31, 2018 : 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) loss on disposal or impairment of assets, net in our consolidated statement of operations during the year ended March 31, 2018 . Retail Propane Businesses During the year ended March 31, 2018 , we acquired seven retail propane businesses for total consideration of $30.9 million , of which three of those businesses were part of the sale of a portion of our Retail Propane segment (see Note 17 ). The assets and liabilities are included in current assets and current liabilities held for sale in our consolidated balance sheet (see Note 17 ). The agreements for these acquisitions contemplate post-closing payments for certain working capital items. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed for these retail propane businesses, and as a result, the estimates of fair value at March 31, 2018 are subject to change. The following table summarizes the preliminary estimates of the fair values of the assets acquired and liabilities assumed (in thousands): Current assets $ 2,372 Property, plant and equipment 11,370 Goodwill 2,251 Intangible assets 16,765 Current liabilities (1,588 ) Other noncurrent liabilities (291 ) Fair value of net assets acquired $ 30,879 Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill represents a premium paid to acquire the skilled workforce of each of the businesses acquired and the ability to expand into new markets. We expect that all of the goodwill will be deductible for federal income tax purposes. The operations of these retail propane businesses have been included in our consolidated statement of operations since their acquisition date. Our consolidated statement of operations for the year ended March 31, 2018 includes revenues of $17.0 million and operating income of $1.7 million that were generated by the operations of three of these retail propane businesses. The revenues and operating income of the other retail propane business acquisitions are not considered material. The revenues and operating income of these acquisitions have been classified within discontinued operations within our consolidated statement of operations (see Note 17 ). The following summarizes the status of the preliminary purchase price allocation of acquisitions prior to April 1, 2017: Water Solutions Facilities During the year ended March 31, 2018, we completed the acquisition accounting for two water solutions facilities. Due to the receipt of additional information, we recorded a decrease of $0.2 million to property, plant and equipment and an increase of less than $0.1 million to other noncurrent liabilities related to an asset retirement obligation. The offset of these adjustments was recorded to goodwill. Retail Propane Businesses During the year ended March 31, 2018, we completed the acquisition accounting for four retail propane businesses. Due to the receipt of additional information, we recorded a decrease of $0.2 million to current assets and a decrease of less than $0.1 million to property, plant and equipment. The offset of these adjustments was recorded to goodwill. In addition, we paid $0.4 million in cash to the sellers during the year ended March 31, 2018 for consideration that was held back at the acquisition date, which we recorded as a liability within accrued expenses and other payables in our consolidated balance sheet. The assets and liabilities are included in current assets and current liabilities held for sale in our consolidated balance sheet (see Note 17 ). Natural Gas Liquids Facilities During the year ended March 31, 2018, 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 year ended March 31, 2018. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2018 | |
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: Estimated March 31, Description Useful Lives 2018 2017 (in thousands) Natural gas liquids terminal and storage assets 2-30 years $ 238,487 $ 207,825 Pipeline and related facilities 30-40 years 243,616 248,582 Refined products terminal assets and equipment 15-25 years 6,736 6,736 Vehicles and railcars 3-25 years 121,159 117,377 Water treatment facilities and equipment 3-30 years 601,139 557,100 Crude oil tanks and related equipment 2-30 years 218,588 203,003 Barges and towboats 5-30 years 92,712 91,037 Information technology equipment 3-7 years 30,749 34,662 Buildings and leasehold improvements 3-40 years 147,442 131,234 Land 51,816 40,125 Tank bottoms and line fill (1) 20,118 24,462 Other 3-20 years 11,794 37,481 Construction in progress 77,596 87,476 1,861,952 1,787,100 Accumulated depreciation (343,345 ) (257,657 ) Net property, plant and equipment $ 1,518,607 $ 1,529,443 (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. Amounts in the table above do not include property, plant and equipment and accumulated depreciation related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheet (see Note 17 ). The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Depreciation expense $ 100,576 $ 90,474 $ 111,703 Capitalized interest expense $ 182 $ 6,887 $ 4,012 Amounts in the table above do not include depreciation expense and capitalized interest related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). We record losses (gains) from the sales of property, plant and equipment and any write-downs in value due to impairment within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. The following table summarizes losses (gains) on the disposal or impairment of property, plant and equipment by segment for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Crude Oil Logistics (1) $ (3,144 ) $ 8,124 $ 54,952 Water Solutions 8,117 7,169 1,485 Liquids 639 92 (2,992 ) Refined Products and Renewables 15 91 3,080 Corporate 8 (1 ) — Total $ 5,635 $ 15,475 $ 56,525 (1) Amounts for the year ended March 31, 2018 primarily relate to losses from the disposal of certain assets and the write-down of other assets, offset by a gain related to the sale of excess pipe. Amounts for the year ended March 31, 2017 primarily relate to losses from the sale of certain assets, including excess pipe. Amounts for the year ended March 31, 2016 primarily relate to the write-down of pipe we no longer expected to use in our originally planned pipeline from Colorado to Oklahoma. |
Goodwill
Goodwill | 12 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes changes in goodwill by segment for the periods indicated (in thousands): Crude Oil Water Liquids Refined Total (in thousands) Balances at March 31, 2016 $ 579,846 $ 290,915 $ 266,046 $ 51,127 $ 1,187,934 Revisions to acquisition accounting — (1,110 ) — — (1,110 ) Acquisitions — 9,803 — — 9,803 Adjustment to initial impairment estimate — 124,662 — — 124,662 Balances at March 31, 2017 579,846 424,270 266,046 51,127 1,321,289 Revisions to acquisition accounting (Note 4) — 195 — — 195 Impairment — — (116,877 ) — (116,877 ) Balances at March 31, 2018 $ 579,846 $ 424,465 $ 149,169 $ 51,127 $ 1,204,607 Fiscal Year 2018 Goodwill Impairment Assessment Due to the decreased demand for natural gas liquid storage and resulting decline in revenues and earnings as compared to actual and projected results of prior and future periods, we tested the goodwill within our natural gas liquids salt cavern storage reporting unit (“Sawtooth reporting unit”), which is part of our Liquids segment, for impairment at September 30, 2017. We estimated the fair value of our Sawtooth reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of our Sawtooth reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) expected storage volumes, which are assumed to increase in the coming years due to increased production of natural gas liquids, (ii) expected propane and butane prices and (iii) expected rental fees. We assumed a 2% per year increase in commodity prices and a 4% increase in rental fees per year starting in April 2018, and held such prices and fees flat for periods in our model beyond our 2023 fiscal year. For expenses, we assumed an increase consistent with the increase in storage volumes, and maintenance capital was held flat throughout the model. The discount rate used in our discounted cash flow method was a risk adjusted weighted average cost of capital calculated as of September 30, 2017 of 12% . The discounted cash flow results indicated that the estimated fair value of our Sawtooth reporting unit was less than its carrying value by approximately 32% at September 30, 2017. During the three months ended September 30, 2017, we recorded a goodwill impairment charge of $116.9 million , which was recorded within (gain) loss on disposal or impairment of assets, net , in our consolidated statement of operations. At September 30, 2017, our Sawtooth reporting unit had a goodwill balance of $66.2 million . In Note 15 , we discuss a transaction in which we formed a joint venture which included our Sawtooth salt dome storage facility. As a result of this transaction, we tested the goodwill of our Sawtooth reporting unit, immediately prior to the closing of this transaction, for impairment. As of March 30, 2018, our Sawtooth reporting unit had a goodwill balance of $66.2 million . Similar to the analysis we performed as of September 30, 2017, as discussed above, we estimated the fair value of our Sawtooth reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of our Sawtooth reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) expected storage volumes, which are assumed to increase in the coming years due to increased production of natural gas liquids, (ii) expected propane and butane prices and (iii) expected rental fees. We assumed a 2% per year increase in commodity prices and a 4% increase in rental fees per year starting in April 2018, and held such prices and fees flat for periods in our model beyond our 2023 fiscal year. For expenses, we assumed an increase consistent with the increase in storage volumes, and maintenance capital was held flat throughout the model. The discount rate used in our discounted cash flow method was a risk adjusted weighted average cost of capital calculated as of March 30, 2018 of 12.4% . The discounted cash flow results indicated that the estimated fair value of our Sawtooth reporting unit was greater than its carrying value by approximately 2% at March 30, 2018. Our estimated fair value is predicated upon management’s assumption of the growth in the production of natural gas liquids and the decline in the use of railcars to store natural gas liquids. We used these assumptions to estimate the demand for storage at our facility and the revenue generated by customers reserving capacity at our facility. Due to the current volatility in commodity prices and the excess railcars currently in the market, we believe it is reasonably possible that the need for underground storage we estimate in our model does not materialize, such that our estimate of fair value could change and result in further impairment of the goodwill in our Sawtooth reporting unit. We performed a qualitative assessment as of January 1, 2018 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of these reporting units was more likely than not greater than the carrying value of the reporting units. Fiscal Year 2017 Goodwill Impairment Assessment We performed a qualitative assessment as of January 1, 2017 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of these reporting units was more likely than not greater than the carrying value of the reporting units. Fiscal Year 2016 Goodwill Impairment Assessment Due to the continued decline in crude oil prices and crude oil production, we tested the goodwill within our Water Solutions reporting unit for impairment at December 31, 2015. At December 31, 2015, our Water Solutions reporting unit had a goodwill balance of $660.8 million . We estimated the fair value of our Water Solutions reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of cash flows to estimate the fair value. The future cash flows of our Water Solutions reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) expected disposal volumes, which have continued in spite of the lower crude oil price environment as oilfield producers have focused on their most productive properties and have continued to deliver disposal volumes to our facilities, and (ii) the crude oil price environment as reflected in crude oil forward prices as of the test date. In performing the discounted cash flow analysis, we utilized reports issued by independent third parties projecting crude oil prices through 2018. We assumed an approximate $1/barrel increase each quarter for the periods beyond those represented in the reports, with crude oil reaching $65/barrel by the fourth quarter of 2021. We used a price of $32/barrel for the fourth quarter of 2016, the starting point of our cash flow projections. We kept prices constant at $65/barrel for periods in our model beyond 2021. Consistent with observed disposal volume trends, the disposal volumes were based on an expectation of a certain amount of production returning at certain crude oil price levels. For expenses, we assumed an increase consistent with the increase in disposal volumes. The discount rate used in our discounted cash flow method was calculated by using the average of the range of discount rates from a recent water solutions transaction similar in size to our Water Solutions reporting unit. The discounted cash flow results indicated that the estimated fair value of our Water Solutions reporting unit was greater than its carrying value by approximately 9% at December 31, 2015. As a result of the continued decline in crude oil production, its continued adverse impact on our Water Solutions reporting unit and the completion of our annual budget process we decided to test the goodwill within our Water Solutions reporting unit for impairment as of March 31, 2016 as it was more likely than not that the fair value of our Water Solutions reporting unit was less than the carrying amount. Similar to the testing performed as of December 31, 2015, fair value of the Water Solutions reporting unit was based on the income approach, which utilizes the present value of cash flows to estimate the fair value. We utilized the same pricing, expense and discount rate assumptions in our current model as described above but adjusted our expected water volumes and percentage recovered hydrocarbons to match what we have budgeted for our fiscal year 2017. Volumes budgeted for fiscal year 2017 were heavily influenced by the reporting unit’s operating results from the fourth quarter of fiscal year 2016. We utilized the same assumptions related to anticipated volume growth as above. The discounted cash flow results indicated that the estimated fair value of our Water Solutions reporting unit was less than its carrying value by approximately 11% at March 31, 2016. During the year ended March 31, 2016, we recorded an estimated goodwill impairment charge of $380.2 million , which was recorded within (gain) loss on disposal or impairment of assets, net in our consolidated statements of operations. This was an initial estimate pending the completion of valuation work being performed for us by a third party valuation firm. At March 31, 2016, our Water Solutions reporting unit had a goodwill balance of $290.9 million . During the three months ended June 30, 2016, we finalized our goodwill impairment analysis, with the assistance of a third party valuation firm. As a result of finalizing our analysis, we determined that we needed to reverse $124.7 million of the previously recorded goodwill impairment estimate recorded during the year ended March 31, 2016. The adjustment was due primarily to the change in the fair value of our customer relationship intangible assets. With the assistance of the third party valuation firm, inputs such as revenue growth rates and attrition rates related to existing customers were refined to better correlate with our historical revenue growth and attrition rates of our existing customers in our Water Solutions reporting unit. This change resulted in a lower fair value allocated to customer relationships and higher value to goodwill than in our preliminary calculation. We recorded the adjustment within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. At June 30, 2016, our Water Solutions reporting unit had a goodwill balance of $423.7 million . For our other reporting units, we performed a qualitative assessment as of January 1, 2016 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of these reporting units was more likely than not greater than the carrying value of the reporting units. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: March 31, 2018 March 31, 2017 Description Amortizable Lives Gross Carrying Amount Accumulated Amortization Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3-20 years $ 718,763 $ (328,666 ) $ 390,097 $ 733,014 $ (271,457 ) $ 461,557 Customer commitments 10 years 310,000 (43,917 ) 266,083 310,000 (12,917 ) 297,083 Pipeline capacity rights 30 years 161,785 (17,045 ) 144,740 161,785 (11,652 ) 150,133 Rights-of-way and easements 1-40 years 63,995 (3,214 ) 60,781 63,402 (2,154 ) 61,248 Executory contracts and other agreements 3-30 years 42,919 (15,424 ) 27,495 29,036 (20,457 ) 8,579 Non-compete agreements 2-32 years 5,465 (706 ) 4,759 16,190 (9,296 ) 6,894 Trade names 1-10 years — — — 11,705 (11,705 ) — Debt issuance costs (1) 5 years 40,992 (24,593 ) 16,399 38,983 (20,025 ) 18,958 Total amortizable 1,343,919 (433,565 ) 910,354 1,364,115 (359,663 ) 1,004,452 Non-amortizable: Trade names 2,800 — 2,800 2,800 — 2,800 Total non-amortizable 2,800 — 2,800 2,800 — 2,800 Total $ 1,346,719 $ (433,565 ) $ 913,154 $ 1,366,915 $ (359,663 ) $ 1,007,252 (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 $9.7 million in debt issuance costs related to the February 2017 amendment and restatement of our Credit Agreement (as defined herein). Amounts in the table above do not include intangible assets and accumulated amortization related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets (see Note 17 ). The weighted-average remaining amortization period for intangible assets is approximately 13.5 years . Write off of Intangible Assets During the year ended March 31, 2018 , 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 ). In connection with the amendment and restatement of our Credit Agreement (as defined herein) in February 2017, we wrote off $4.5 million of deferred debt issuance costs. During the year ended March 31, 2017 , we wrote-off $5.2 million related to the value of an indefinite-lived trade name intangible asset in conjunction with finalizing our goodwill impairment analysis (see Note 6 ) . In addition, as a result of terminating the development agreement in the Water Solutions segment in June 2016 (see Note 15 ), we incurred a loss of $5.8 million to write off the water facility development agreement. The losses for the years ended March 31, 2018 and 2017 are reported within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. Amortization expense is as follows for the periods indicated: Year Ended March 31, Recorded In 2018 2017 2016 (in thousands) Depreciation and amortization $ 108,444 $ 89,765 $ 81,229 Cost of sales 6,099 6,828 6,700 Interest expense 4,568 4,471 8,942 Total $ 119,111 $ 101,064 $ 96,871 Amounts in the table above do not include amortization expense related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). Expected amortization of our intangible assets is as follows (in thousands): Year Ending March 31, 2019 $ 114,832 2020 112,974 2021 100,966 2022 86,474 2023 77,033 Thereafter 418,075 Total $ 910,354 Amounts in the table above do not include expected amortization related to the Retail Propane segment, as the intangible assets have been classified within assets held for sale within our consolidated balance sheet (see Note 17 ). |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: March 31, 2018 March 31, 2017 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ — $ — $ — $ — $ — $ — Working capital borrowings 969,500 — 969,500 814,500 — 814,500 Senior secured notes — — — 250,000 (4,559 ) 245,441 Senior unsecured notes: 5.125% Notes due 2019 353,424 (1,653 ) 351,771 379,458 (3,191 ) 376,267 6.875% Notes due 2021 367,048 (4,499 ) 362,549 367,048 (5,812 ) 361,236 7.500% Notes due 2023 615,947 (8,542 ) 607,405 700,000 (11,329 ) 688,671 6.125% Notes due 2025 389,135 (5,951 ) 383,184 500,000 (8,567 ) 491,433 Other long-term debt 5,977 — 5,977 6,837 — 6,837 2,701,031 (20,645 ) 2,680,386 3,017,843 (33,458 ) 2,984,385 Less: Current maturities 646 — 646 25,859 — 25,859 Long-term debt $ 2,700,385 $ (20,645 ) $ 2,679,740 $ 2,991,984 $ (33,458 ) $ 2,958,526 (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. Amounts in the table above do not include long-term debt related to the Retail Propane segment, as these amounts have been classified as liabilities held for sale within our consolidated balance sheets (see Note 17 ). Amortization expense for debt issuance costs related to long-term debt in the table above was $6.1 million , $3.3 million and $4.6 million during the years ended March 31, 2018 , 2017 and 2016 . Expected amortization of debt issuance costs is as follows (in thousands): Year Ending March 31, 2019 $ 4,945 2020 4,031 2021 3,658 2022 3,076 2023 2,388 Thereafter 2,547 Total $ 20,645 Credit Agreement We are party to a $1.765 billion credit agreement (the “Credit Agreement”) with a syndicate of banks, which was amended and restated in February 2017. As of March 31, 2018 , the Credit Agreement includes a revolving credit facility to fund working capital needs (the “Working Capital Facility”) and a revolving credit facility to fund acquisitions and expansion projects (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). Our Revolving Credit Facility includes an “accordion” feature that allows us to increase the capacity by $300 million if new lenders wish to join the syndicate or if current lenders wish to increase their commitments. Our Revolving Credit Facility also allows us to reallocate amounts between the Expansion Capital Facility and Working Capital Facility. At March 31, 2018 , we had $100.0 million reallocated from the Working Capital Facility to the Expansion Capital Facility. At March 31, 2018 , the Expansion Capital Facility had a total capacity of $565.0 million for cash borrowings and the Working Capital Facility had a total capacity of $1.2 billion for cash borrowings and letters of credit. At that date, we had outstanding letters of credit of $175.7 million on the Working Capital Facility. Amounts outstanding for letters of credit are not recorded as long-term debt on our consolidated balance sheets, although they decrease our borrowing capacity under the Working Capital Facility. The capacity available under the Working Capital Facility may be limited by a “borrowing base” (as defined in the Credit Agreement), which is calculated based on the value of certain working capital items at any point in time. The commitments under the Credit Agreement expire on October 5, 2021. We have the right to prepay outstanding borrowings under the Credit Agreement without incurring any penalties, and prepayments of principal may be required if we enter into certain transactions to sell assets or obtain new borrowings. The Credit Agreement is secured by substantially all of our assets. All borrowings under the Credit Agreement bear interest, at our option, at either (i) an alternate base rate plus a margin of 0.50% to 2.00% per year or (ii) an adjusted LIBOR rate plus a margin of 1.50% to 3.00% per year. The applicable margin is determined based on our leverage ratio (as defined in the Credit Agreement). At March 31, 2018 , the borrowings under the Credit Agreement had a weighted average interest rate of 4.99% , calculated as the weighted average LIBOR rate of 1.84% plus a margin of 3.00% for LIBOR borrowings and the prime rate of 4.75% plus a margin of 2.00% on alternate base rate borrowings. At March 31, 2018 , the interest rate in effect on letters of credit was 3.00% . Commitment fees are 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 modified our financial covenants. In addition, it also 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. On February 5, 2018, we amended our Credit Agreement. The amendment, among other things, amended the defined term “Consolidated EBITDA” to include the “Accrued Blenders Tax Credits” (as defined in the Credit Agreement) solely for the two quarters ended December 31, 2017 and March 31, 2018. On March 6, 2018, we amended our Credit Agreement. In the amendment, the lenders consented to, subject to the consummation of the initial Sawtooth disposition, release each Sawtooth entity from its guaranty and other obligations under the loan documents. In return, the Partnership agreed to use the net proceeds of each Sawtooth disposition to pay down existing indebtedness no later than five business days after the consummation of such Sawtooth disposition. On May 24, 2018, we amended our Credit Agreement to, among other things, modify our interest coverage ratio financial covenant for periods beginning March 31, 2018 and thereafter and to add a total leverage indebtedness ratio covenant, to be measured beginning March 31, 2019. Additionally, the amendment specifies that, should our leverage ratio be greater than 4.00 to 1 with respect to the quarter ended September 30, 2018, commitments under our Expansion Capital Facility will be decreased, immediately and permanently by $100.0 million. The following table summarizes the debt covenant levels specified in the Credit Agreement as of March 31, 2018 (as modified on May 24, 2018): Senior Secured Interest Total Leverage Period Beginning Leverage Ratio (1) Leverage Ratio (1) Coverage Ratio (2) Indebtedness Ratio (1) March 31, 2018 4.75 3.25 2.50 — December 31, 2018 4.75 3.25 2.75 — March 31, 2019 and thereafter 4.50 3.25 2.75 6.50 (1) Represents the maximum ratio for the period presented. (2) Represents the minimum ratio for the period presented. At March 31, 2018 , our leverage ratio was approximately 4.41 to 1 , our senior secured leverage ratio was approximately 0.02 to 1 and our interest coverage ratio was approximately 2.51 to 1 . The Credit Agreement contains various customary representations, warranties, and additional covenants, including, without limitation, limitations on fundamental changes and limitations on indebtedness and liens. Our obligations under the Credit Agreement may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) a breach by the Partnership or its subsidiaries of any material representation or warranty or any covenant made in the Credit Agreement, or (iii) certain events of bankruptcy or insolvency. At March 31, 2018 , we were in compliance with the covenants under the Credit Agreement. Senior Secured Notes On June 19, 2012, we entered into the Note Purchase Agreement (as amended, the “Senior Secured Notes Purchase Agreement”) whereby we issued $250.0 million of senior secured notes in a private placement (the “Senior Secured Notes”). The Senior Secured Notes bear interest at a fixed rate of 6.65% which is payable quarterly. The Senior Secured Notes are required to be repaid in semi-annual installments of $25.0 million beginning on December 19, 2017 and ending on the maturity date of June 19, 2022. We have the option to prepay outstanding principal, although we would incur a prepayment penalty. In December 2015, we amended the Senior Secured Notes Purchase Agreement to pay an additional 0.5% per year in interest if our leverage ratio exceeds 4.25 to 1 plus an additional 0.5% if our leverage ratio exceeds 4.50 to 1 . On August 2, 2017, we amended the Senior Secured Notes Purchase Agreement with an effective date of June 2, 2017. The amendment, among other things, conforms the financial covenants to match the amended terms of the 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 . The Senior Secured Notes were secured by substantially all of our assets and rank equal in priority with borrowings under the Credit Agreement. Repurchases On December 29, 2017, we repurchased all of the remaining outstanding Senior Secured Notes. The following table summarizes repurchases of Senior Secured Notes for the period indicated: Year Ended March 31, 2018 Senior Secured Notes Notes repurchased $ 230,500 Cash paid (excluding payments of accrued interest) $ 250,179 Loss on early extinguishment of debt (1) $ (23,971 ) (1) Loss on the early extinguishment of debt for the Senior Secured Notes during the year ended March 31, 2018 is inclusive of the write-off of debt issuance costs of $4.3 million . The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. Prior to the December 29, 2017 repurchase of all the remaining outstanding Senior Secured Notes, we made a semi-annual principal installment payment of $19.5 million on December 19, 2017. Senior Unsecured Notes The senior unsecured notes include, as defined below, the 2019 Notes, 2021 Notes, 2023 Notes, and the 2025 Notes (collectively, the “Senior Unsecured Notes”). Issuances On July 9, 2014, we issued $400.0 million of 5.125% Senior Notes Due 2019 (the “2019 Notes”). Interest is payable on January 15 and July 15 of each year. The registration of the 2019 Notes became effective January 13, 2015. The 2019 Notes mature on July 15, 2019. On October 16, 2013, we issued $450.0 million of 6.875% Senior Notes Due 2021 (the “2021 Notes”). Interest is payable on April 15 and October 15 of each year. The registration of the 2021 Notes became effective on January 13, 2015. The 2021 Notes mature on October 15, 2021. On October 24, 2016, we issued $700.0 million of 7.50% Senior Notes Due 2023 (the “2023 Notes”). Interest is payable on May 1 and November 1 of each year. The 2023 Notes mature on November 1, 2023. On February 22, 2017, we issued $500.0 million of 6.125% Senior Notes Due 2025 (the”2025 Notes”). Interest is payable on March 1 and September 1 of each year. The 2025 Notes mature on March 1, 2025 . We have the right to redeem all Senior Unsecured Notes before the maturity date, although we would be required to pay a premium for early redemption. The Partnership and NGL Energy Finance Corp. are co-issuers of the Senior Unsecured Notes, and the obligations under the Senior Unsecured Notes are fully and unconditionally guaranteed by certain of our existing and future restricted subsidiaries that incur or guarantee indebtedness under certain of our other indebtedness, including the Revolving Credit Facility. The indentures governing the Senior Unsecured Notes contain various customary covenants, including, (i) pay distributions on, purchase or redeem our common equity or purchase or redeem our subordinated debt, (ii) incur or guarantee additional indebtedness or issue preferred units, (iii) create or incur certain liens, (iv) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us, (v) consolidate, merge or transfer all or substantially all of our assets, and (vi) engage in transactions with affiliates. Our obligations under the Senior Unsecured Notes may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) experiencing an event of default on certain other debt agreements, or (iii) certain events of bankruptcy or insolvency. Registration Rights In connection with the issuance of the 2023 Notes and the 2025 Notes, we entered into a registration rights agreement in which we agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) so that the holders can exchange the 2023 Notes and the 2025 Notes for registered notes that have substantially identical terms as the 2023 Notes and the 2025 Notes and evidence the same indebtedness of the 2023 Notes and the 2025 Notes. In addition, the subsidiary guarantors agreed to exchange the guarantee related to the 2023 Notes and the 2025 Notes for a registered guarantee having substantially the same terms as the original guarantee. We filed a registration statement for both the 2023 Notes and the 2025 Notes, and the related guarantees, with the SEC which became effective on July 11, 2017 and 99.98% of the 2023 Notes and 99.98% of the 2025 Notes were exchanged on August 8, 2017. Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) 2019 Notes Notes repurchased $ 26,034 $ 9,009 $ 11,533 Cash paid (excluding payments of accrued interest) $ 26,002 $ 7,099 $ 6,972 (Loss) gain on early extinguishment of debt (1) $ (140 ) $ 1,759 $ 4,483 2021 Notes Notes repurchased $ — $ 21,241 $ 61,711 Cash paid (excluding payments of accrued interest) $ — $ 14,094 $ 36,449 Gain on early extinguishment of debt (2) $ — $ 6,748 $ 24,049 2023 Notes Notes repurchased $ 84,053 $ — $ — Cash paid (excluding payments of accrued interest) $ 83,967 $ — $ — Loss on early extinguishment of debt (3) $ (1,136 ) $ — $ — 2025 Notes Notes repurchased $ 110,865 $ — $ — Cash paid (excluding payments of accrued interest) $ 107,050 $ — $ — Gain on early extinguishment of debt (4) $ 2,046 $ — $ — (1) (Loss) gain on the early extinguishment of debt for the 2019 Notes during the years ended March 31, 2018 , 2017 and 2016 is inclusive of the write off of debt issuance costs of $0.2 million , $0.2 million and $0.1 million , respectively. The (loss) gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (2) Gain on the early extinguishment of debt for the 2021 Notes during the years ended March 31, 2017 and 2016 is inclusive of the write off of debt issuance costs of $0.4 million and $1.2 million , respectively. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (3) Loss on the early extinguishment of debt for the 2023 Notes during the year ended March 31, 2018 is inclusive of the write off of debt issuance costs of $1.2 million . The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (4) Gain on the early extinguishment of debt for the 2025 Notes during the year ended March 31, 2018 is inclusive of the write off of debt issuance costs of $1.8 million . The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. Compliance At March 31, 2018 , we were in compliance with the covenants under all of the Senior Unsecured Notes indentures. Other Long-Term Debt We have certain notes payable related to equipment financing. These instruments have an aggregate principal balance of $6.0 million at March 31, 2018 , and the interest rates on these instruments range from 4.13% to 7.10% per year. Equipment loans totaling $41.7 million were paid off on March 30, 2017, resulting in a loss on the early extinguishment of debt of $1.6 million , which was net of $0.1 million of debt issuance costs and $1.5 million of prepayment penalties. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at March 31, 2018 : Year Ending March 31, Revolving Senior Unsecured Notes Other Long-Term Debt Total (in thousands) 2019 $ — $ — $ 646 $ 646 2020 — 353,424 648 354,072 2021 — — 4,683 4,683 2022 969,500 367,048 — 1,336,548 2023 — — — — Thereafter — 1,005,082 — 1,005,082 Total $ 969,500 $ 1,725,554 $ 5,977 $ 2,701,031 Amounts in the table above do not include long-term debt related to the Retail Propane segment, as these amounts have been classified as liabilities held for sale within our consolidated balance sheets (see Note 17 ). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2018 | |
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 At March 31, 2018 , we have an environmental liability, measured on an undiscounted basis, of $2.7 million , which is recorded within accrued expenses and other payables in our 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. On October 17, 2017, the EPA filed a motion for partial summary judgment against Gavilon Energy. Subsequently, we filed a motion for summary judgment and the EPA filed a second motion for partial summary judgment, none of which have yet been decided by the Court. The Court has set August 27, 2018 as the trial date for this matter. Consistent with our position against the previous EPA allegations, we deny the allegations in the amended civil complaint and that the EPA is entitled to summary judgment and we 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 consolidated balance sheets (in thousands): Balance at March 31, 2016 $ 5,574 Liabilities incurred 1,703 Liabilities assumed in acquisitions 406 Liabilities settled (19 ) Accretion expense 517 Balance at March 31, 2017 8,181 Liabilities incurred 592 Liabilities assumed in acquisitions 21 Liabilities settled (549 ) Accretion expense 888 Balance at March 31, 2018 $ 9,133 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 March 31, 2018 (in thousands): Year Ending March 31, 2019 $ 131,044 2020 114,685 2021 98,364 2022 70,242 2023 52,571 Thereafter 44,501 Total $ 511,407 Amounts in the table above do not include operating leases related to the Retail Propane segment (see Note 17 ). Rental expense relating to operating leases was $122.4 million , $122.0 million , and $123.5 million during the years ended March 31, 2018 , 2017 and 2016 , respectively. Amounts do not include rental expense related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). 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, with some contracts containing provisions that allow us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees. We currently have an asset recorded in other noncurrent assets in our consolidated balance sheet for minimum shipping fees paid in both the current and 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 March 31, 2018 (in thousands): Year Ending March 31, 2019 $ 50,201 2020 41,379 Total $ 91,580 Construction Commitments At March 31, 2018 , we had construction commitments of $2.7 million . Sales and Purchase Contracts We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods. At March 31, 2018 , we had the following commodity purchase commitments (in thousands): Crude Oil (1) Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Purchase Commitments: 2019 $ 77,015 1,230 $ 5,616 8,183 Index-Price Commodity Purchase Commitments: 2019 $ 1,403,823 23,559 $ 502,428 582,456 2020 567,987 10,938 — — 2021 453,328 9,330 — — 2022 363,302 7,738 — — 2023 256,327 5,482 — — Thereafter 191,010 4,112 — — Total $ 3,235,777 61,159 $ 502,428 582,456 (1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, we have not entered into corresponding long-term sales contracts for volumes we may not receive. At March 31, 2018 , we had the following commodity sale commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Sale Commitments: 2019 $ 77,132 1,230 $ 26,140 30,917 2020 — — 356 415 2021 — — 28 30 Total $ 77,132 1,230 $ 26,524 31,362 Index-Price Commodity Sale Commitments: 2019 $ 1,261,876 20,262 $ 438,577 413,866 2020 94,660 1,599 2,022 2,253 Total $ 1,356,536 21,861 $ 440,599 416,119 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 consolidated balance sheet and are not included in the tables above. These contracts are included in the derivative disclosures in Note 11 , and represent $48.8 million of our prepaid expenses and other current assets and $48.2 million of our accrued expenses and other payables at March 31, 2018 . |
Equity
Equity | 12 Months Ended |
Mar. 31, 2018 | |
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 or obligations. General Partner Contributions In connection with the issuance of common units for the vesting of restricted units and warrants that were exercised for common units during the year ended March 31, 2018 , we issued 1,294 notional units to our general partner for less than $0.1 million in order to maintain its 0.1% interest in us. In connection with the issuance of common units for the vesting of restricted units, ATM Program (as defined herein) and the equity issuance in February 2017, as discussed within this note, as well as common units issued for a retail propane acquisition during the year ended March 31, 2017 , we issued 16,026 notional units to our general partner for $0.3 million in order to maintain its 0.1% interest in us. Equity Issuances 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. This ATM Program is registered with the SEC on an effective registration statement on Form S-3. During the year ended March 31, 2017 , we sold 3,321,135 common units for net proceeds of $64.4 million (net of offering costs of $0.9 million ). As of March 31, 2018 , approximately $134.7 million remained available for sale under the ATM Program. On February 22, 2017, we completed a public offering of 10,120,000 common units. We received net proceeds of $222.5 million (net of offering costs of $11.8 million ). Common Unit Repurchase Programs On August 29, 2017, the board of directors of our general partner authorized a common unit repurchase program, under which we may repurchase up to $15.0 million of our outstanding common units through December 31, 2017 from time to time in the open market or in other privately negotiated transactions . During the nine months ended December 31, 2017 , we repurchased 1,516,848 common units for an aggregate price of $15.0 million , including commissions. This program ended on December 31, 2017. On September 10, 2015, the board of directors of our general partner authorized a common unit repurchase program pursuant to which we could repurchase up to $45.0 million of our outstanding common units through March 31, 2016 from time to time in the open market or in other privately negotiated transactions. During the year ended March 31, 2016, we repurchased 1,623,804 common units for an aggregate price of $17.7 million . The program ended on March 31, 2016. Our Distributions The following table summarizes distributions declared on our common units for the last three fiscal years: Date Declared Record Date Date Paid Amount Per Unit Amount Paid to Limited Partners Amount Paid to General Partner (in thousands) April 24, 2015 May 5, 2015 May 15, 2015 $ 0.6250 $ 59,651 $ 13,446 July 23, 2015 August 3, 2015 August 14, 2015 $ 0.6325 $ 66,248 $ 15,483 October 22, 2015 November 3, 2015 November 13, 2015 $ 0.6400 $ 67,313 $ 16,277 January 21, 2016 February 3, 2016 February 15, 2016 $ 0.6400 $ 67,310 $ 16,279 April 21, 2016 May 3, 2016 May 13, 2016 $ 0.3900 $ 40,626 $ 70 July 22, 2016 August 4, 2016 August 12, 2016 $ 0.3900 $ 41,146 $ 71 October 20, 2016 November 4, 2016 November 14, 2016 $ 0.3900 $ 41,907 $ 72 January 19, 2017 February 3, 2017 February 14, 2017 $ 0.3900 $ 42,923 $ 74 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 $ 47,460 $ 81 October 19, 2017 November 6, 2017 November 14, 2017 $ 0.3900 $ 47,000 $ 81 January 23, 2018 February 6, 2018 February 14, 2018 $ 0.3900 $ 47,223 $ 81 April 24, 2018 May 7, 2018 May 15, 2018 $ 0.3900 $ 47,374 $ 82 Several of our business combination agreements contained provisions that temporarily limited the distributions to which the newly issued units were entitled. The following table summarizes the number of equivalent units that were not eligible to receive a distribution on each of the record dates: Record Date Equivalent Units May 5, 2015 8,352,902 February 3, 2016 223,077 TLP’s Distributions The following table summarizes distributions declared by TLP through February 1, 2016, the date TLP was deconsolidated: Date Declared Record Date Date Paid Amount Amount Paid Amount Paid To (in thousands) April 13, 2015 April 30, 2015 May 7, 2015 $ 0.6650 $ 4,007 $ 8,617 July 13, 2015 July 31, 2015 August 7, 2015 $ 0.6650 $ 4,007 $ 8,617 October 12, 2015 October 30, 2015 November 6, 2015 $ 0.6650 $ 4,007 $ 8,617 January 19, 2016 January 29, 2016 February 8, 2016 $ 0.6700 $ 4,104 $ 8,681 Class A Convertible Preferred Units On April 21, 2016, we entered into a private placement agreement to issue $200 million of 10.75% Class A Convertible Preferred Units (“Class A Preferred Units”) to Oaktree Capital Management L.P. and its co-investors (“Oaktree”). On June 23, 2016, the private placement agreement was amended to increase the aggregate principal amount from $200 million to $240 million . We received net proceeds of $235.0 million (net of offering costs of $5.0 million ) in connection with the issuance of 19,942,169 Class A Preferred Units and 4,375,112 warrants. 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. To the extent declared, such distributions will be paid for each such quarter within 45 days after each quarter end. The following table summarizes distributions declared on our Class A Preferred Units during the last two fiscal years: Date Declared Date Paid Amount Paid to Class A (in thousands) July 22, 2016 August 12, 2016 $ 1,795 October 20, 2016 November 14, 2016 $ 6,449 January 19, 2017 February 14, 2017 $ 6,449 April 24, 2017 May 15, 2017 $ 6,449 July 20, 2017 August 14, 2017 $ 6,449 October 19, 2017 November 14, 2017 $ 6,449 January 23, 2018 February 14, 2018 $ 6,449 April 24, 2018 May 15, 2018 $ 6,449 If the Class A Preferred Unit quarterly distribution is not made in full in cash for any quarter, the Class A Preferred Unit distribution rate will increase by one quarter of a percentage point ( 0.25% ) per year beginning with distributions for the first six -month period that a payment default is in effect, and will further increase by an additional one quarter of a percentage point ( 0.25% ) beginning with distributions for the next six -month period during which a payment default remains in effect. The deficiency rate shall not exceed 11.25% per year; as long as the default is occurring, the amount of accrued but unpaid Class A Preferred Unit quarterly distributions shall increase at an annual rate of 10.75% , compounded quarterly, until paid in full. The Class A Preferred Units have no mandatory redemption date but are redeemable, at our election, any time after the first anniversary of the closing date. We have the right to redeem all of the outstanding Class A Preferred Units at a price per Class A Preferred Unit equal to the purchase price multiplied by the redemption multiple then in effect. The redemption multiple means (a) 140% for redemptions occurring on or after the first, but prior to the second anniversary of the closing date, (b) 115% for redemptions occurring on or after the second, but prior to the third anniversary of the closing date, (c) 110% for redemptions occurring on or after the third, but prior to the eighth anniversary of the closing date and (d) 101% for redemptions occurring on or after the eighth anniversary of the closing date. At any time after the third anniversary of the initial closing date, the Class A preferred unitholders shall have the right to convert all of the outstanding Class A Preferred Units at a price per Class A Preferred Unit equal to the purchase price multiplied by the conversion multiple then in effect, which may be settled in common units, cash or a combination, at our discretion. The conversion multiple means if our common units are trading at or above $12.035 (“the initial conversion price”), the conversion price is not adjusted. However, if the conversion price is less than the initial conversion price, the conversion price will be reset to the greater of (i) the adjusted volume weighted average price of our common units for the 15 trading days immediately preceding the third anniversary of the closing date or (ii) $5.00 . Upon a change of control of the Partnership, each Class A preferred unitholder shall have the right, at its election, to either (i) elect to have its Class A Preferred Units converted to common units; (ii) if we are the surviving entity of such change of control, it can elect to continue to hold its Class A Preferred Units; or (iii) require us to redeem its Class A Preferred Units for cash equal to (a) prior to the first anniversary of the closing date, 140% of the unit purchase price; (b) on or after the first but prior to the second anniversary of the closing date, 130% of the unit purchase price; (c) on or after the second anniversary of the closing date, 120% of the unit purchase price; and (d) thereafter, 101% of the unit purchase price. In each case, this amount will include any accrued but unpaid distributions at the redemption date. Under the private placement agreement, we are required to file within 180 days of the initial closing date a registration statement registering the resales of common units issued or to be issued upon conversion of the Class A Preferred Units or exercise of the warrants and have the registration statement declared effective within 360 days after the closing date. We are required to continue to maintain the effectiveness of the registration statement until all securities have been sold. The Partnership’s registration statement was declared effective by the SEC on November 23, 2016. The warrants have an eight year term, after which unexercised warrants will expire. The holders of the warrants may exercise 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. Upon a change of control or in the event we exercise our redemption right with respect to the Class A Preferred Units, all unvested warrants shall immediately vest and be exercisable in full. The warrants have an exercise price of $0.01 . During the year ended March 31, 2018 , 607,653 warrants were exercised for common units and we received proceeds of less than $0.1 million . In addition, we repurchased 850,716 unvested warrants for a total purchase price of $10.5 million on June 23, 2017. As of March 31, 2018 , 2,916,743 warrants were outstanding. On April 26, 2018, we repurchased outstanding warrants, as discussed further in Note 18 , from funds managed by Oaktree, who are represented on the board of directors of our general partner. We allocated the net proceeds on a relative fair value basis to the Class A Preferred Units ( $186.4 million ), which includes the value of a beneficial conversion feature, and warrants ( $48.6 million ). As discussed below, $131.5 million of the amount allocated to the Class A Preferred Units was allocated to the intrinsic value of the beneficial conversion feature. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. Per the applicable accounting guidance, we are required to allocate a portion of the proceeds allocated to the Class A Preferred Units to the beneficial conversion feature based on the intrinsic value of the beneficial conversion feature. The intrinsic value is calculated at the commitment date based on the difference between the fair value of the common units at the issuance date (number of common units issuable at conversion multiplied by the per unit value of our common units at the issuance date) and the proceeds attributed to the Class A Preferred Units. We record the accretion attributable to the beneficial conversion feature as a deemed distribution using the effective interest method over the three year period prior to the effective dates of the holders’ conversion right. Accretion for the beneficial conversion feature was $18.8 million and $9.0 million for the years ended March 31, 2018 and 2017 , respectively. As discussed above, the Class A Preferred Units are not mandatorily redeemable but are redeemable upon a change of control, which was not certain to occur at the issuance of the Class A Preferred Units. Due to the redemption being conditioned upon an event that is not certain to occur or that is not under our control, we are required to record the value allocated to the Class A Preferred Units, excluding the value of the beneficial conversion feature, between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet. The value allocated to the warrants and the beneficial conversion feature was recorded within Limited Partners’ equity in our consolidated balance sheet. Class B Preferred Units During the year ended March 31, 2018 , 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 $202.7 million (net of the underwriters’ discount of $6.6 million and offering costs of $0.7 million ). 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. Distributions on the Class B Preferred Units are payable on the 15th day of each January, April, July and October of each year 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%. The following table summarizes distributions declared on our Class B Preferred Units during the last fiscal year: Date Declared Record Date Date Paid Amount Paid to Class B (in thousands) September 18, 2017 September 29, 2017 October 16, 2017 $ 5,670 December 19, 2017 December 29, 2017 January 15, 2018 $ 4,725 March 19, 2018 April 2, 2018 April 16, 2018 $ 4,725 The distribution amount paid on April 16, 2018 is included in accrued expenses and other payables in our consolidated balance sheet at March 31, 2018 . 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 or upon the occurrence of a change in control. On June 24, 2016, NGL Energy Holdings LLC executed the Third Amended and Restated Agreement of Limited Partnership. The preferences, rights, powers and duties of holders of the Class A Preferred Units are defined in the amended and restated partnership agreement. The Class A Preferred Units rank senior to the common units, with respect to the payment of distributions and distribution of assets upon liquidation, dissolution and winding up. The Class A Preferred Units have no stated maturity and are not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless redeemed by the Partnership or converted into common units at the election of the Partnership or the Class A preferred unitholders or in connection with a change of control. Equity-Based Incentive Compensation Our general partner has adopted a long-term incentive plan (“LTIP”), which allows for the issuance of equity-based compensation. Our general partner has granted certain restricted units to employees and directors , which vest in tranches, subject to the continued service of the recipients. The awards may also vest 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”). During the three months ended September 30, 2016, we changed our process for how taxes are withheld upon the vesting of restricted units. Previously, employees could choose to pay cash for their portion of the taxes or have us withhold enough units to meet their tax withholding requirements. Employees could also elect to have the units withheld to exceed the statutory minimums. Now, employees will still be able to pay cash to satisfy their tax obligation or they can elect to sell enough units, through a broker assisted cashless exercise program, to meet their tax obligation. As a result of this change in process, the unvested restricted units and future grants are eligible for equity classification. Prior to this change in process, we classified any Service Awards or Performance Awards granted as liabilities and were required to recalculate the fair value of the award at each reporting date. Awards classified as equity are valued only at their grant date and are not revalued at each reporting date. 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 years ended March 31, 2018 , 2017 and 2016 : Unvested Service Award units at March 31, 2015 2,260,400 Units granted 1,484,412 Units vested and issued (844,626 ) Units withheld for employee taxes (464,054 ) Units forfeited (139,000 ) Unvested Service Award units at March 31, 2016 2,297,132 Units granted 3,124,600 Units vested and issued (2,350,082 ) Units forfeited (363,150 ) Unvested Service Award units at March 31, 2017 2,708,500 Units granted 1,964,911 Units vested and issued (2,260,011 ) Units forfeited (134,525 ) Unvested Service Award units at March 31, 2018 2,278,875 In connection with the vesting of certain restricted units during year ended March 31, 2018 , we canceled 57,498 of the newly-vested common units in satisfaction of $0.8 million of employee tax liability paid by us. Pursuant to the terms of the LTIP, these canceled units are available for future grants under the LTIP. The following table summarizes the scheduled vesting of our unvested Service Award units at March 31, 2018 : Year Ending March 31, Number of Units 2019 935,975 2020 969,475 2021 373,425 Total 2,278,875 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. In December 2017, the compensation committee of the board of directors of our general partner decided that the vesting of all future grants would be split so that half of the award will vest in February and the other half will vest in November instead of the entire grant vesting in July, which was the month the units generally vested. In addition, employees with unvested Service Awards were given an option to switch the vesting of their outstanding Service Awards and split the awards to vest in February and November or keep the vesting in July. For example, if an employee elected to change the vesting of their outstanding Service Awards, an award that was originally scheduled to vest in July 2018 would now be split so that half of the award will vest in February 2018 and the other half in November 2018. The Service Awards of individuals that elected to split the vesting are considered to be modified. The impact of the modification was not material to the current or future unit based compensation expense. During the years ended March 31, 2018 , 2017 and 2016 , we recorded compensation expense related to Service Award units of $16.2 million , $56.2 million and $35.2 million , respectively. Of the restricted units granted and vested during the year ended March 31, 2018 , 964,702 units were granted as a bonus for performance during the fiscal year ended March 31, 2017. The total amount of these bonus payments was $12.4 million , of which we had accrued $5.5 million as of March 31, 2017. Also, 59,393 units were granted and vested as incentive compensation for the fiscal year ended March 31, 2018. The value of these awards was $0.7 million and was recorded within general and administrative expense in our consolidated statement of operations for the year ended March 31, 2018 . Of the restricted units granted and vested during the year ended March 31, 2017, 1,008,091 units were granted as a bonus for performance during the year ended March 31, 2016. We accrued expense of $16.8 million during the year ended March 31, 2016 as an estimate of the value of such bonus units that would be granted. During the year ended March 31, 2017, we recorded an additional $2.2 million to true up the estimate to the $19.0 million of actual expense associated with these bonuses. Since the units were not granted until August 2016, the full $19.0 million is reflected in the expense during the year ended March 31, 2017. The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at March 31, 2018 (in thousands): Year Ending March 31, 2019 $ 12,473 2020 6,644 2021 2,081 Total $ 21,198 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 March 31, 2018 , performance will be measured over the following periods: Vesting Date of Tranche Performance Period for Tranche July 1, 2018 July 1, 2015 through June 30, 2018 July 1, 2019 July 1, 2016 through June 30, 2019 July 1, 2020 July 1, 2017 through June 30, 2020 The following table summarizes the percentage of the maximum Performance Award units that will vest depending on the percentage of entities in the Index that NGL outperforms: Our Relative Total Unitholder Return Percentile Ranking Payout (% of Target Units) Less than 50th percentile 0% Between the 50th and 75th percentile 50%–100% Between the 75th and 90th percentile 100%–200% Above the 90th percentile 200% The following table summarizes the Performance Award activity during the years ended March 31, 2018 , 2017 and 2016 : Unvested Performance Award units at March 31, 2015 — Units granted 1,041,073 Units vested and issued (349,691 ) Units forfeited (54,000 ) Unvested Performance Award units at March 31, 2016 637,382 Units granted 932,309 Units forfeited (380,691 ) Unvested Performance Award units at March 31, 2017 1,189,000 Units granted 224,000 Units forfeited (496,000 ) Unvested Performance Award units at March 31, 2018 917,000 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. The significant inputs used to calculate the fair value of these awards include (i) the price per our common units at the grant date and the beginning of the performance period, (ii) a compounded risk-free interest rate, (iii) our compounded dividend yield, (iv) our historical volatility, (v) the volatility and correlations of our peers and (vi) the remaining performance period. 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 years ended March 31, 2018 , 2017 and 2016, we recorded compensation expense related to Performance Award units of $5.3 million , $7.2 million and $16.4 million , respectively. The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at March 31, 2018 (in thousands): Year Ending March 31, 2019 $ 4,200 2020 1,987 2021 406 Total $ 6,593 The number of common units that may be delivered pursuant to awards under the LTIP is limited to 10% of our issued and outstanding common units. The maximum number of common units deliverable under the LTIP automatically increases to 10% of the issued and outstanding common units immediately after each issuance of common units, unless the plan administrator determines to increase the maximum number of units deliverable by a lesser amount. Units withheld to satisfy tax withholding obligations are not considered to be delivered under the LTIP. In addition, when an award is forfeited, canceled, exercised, paid or otherwise terminates or expires without the delivery of units, the units subject to such award are again available for new awards under the LTIP. At March 31, 2018 , approximately 1.3 million common units remain available for issuance under the LTIP. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Mar. 31, 2018 | |
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 consolidated balance sheet at the dates indicated: March 31, 2018 March 31, 2017 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 5,093 $ (20,186 ) $ 2,590 $ (21,113 ) Level 2 measurements 48,752 (54,410 ) 38,729 (27,799 ) 53,845 (74,596 ) 41,319 (48,912 ) Netting of counterparty contracts (1) (2,922 ) 2,922 (1,508 ) 1,508 Net cash collateral (held) provided (1,762 ) 17,263 (1,035 ) 19,604 Commodity derivatives $ 49,161 $ (54,411 ) $ 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 consolidated balance sheets at the dates indicated: March 31, 2018 2017 (in thousands) Prepaid expenses and other current assets $ 49,161 $ 38,711 Other noncurrent assets — 65 Accrued expenses and other payables (51,039 ) (27,622 ) Other noncurrent liabilities (3,372 ) (178 ) Net commodity derivative (liability) asset $ (5,250 ) $ 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 March 31, 2018: Cross-commodity (1) April 2018–March 2019 155 $ (430 ) Crude oil fixed-price (2) April 2018–December 2019 (1,376 ) (8,960 ) Crude oil index (2) April 2018–April 2018 (10 ) (6 ) Propane fixed-price (2) April 2018–February 2019 14 1,849 Refined products fixed-price (2) April 2018–January 2020 (5,419 ) (17,081 ) Refined products index (2) April 2018–April 2018 (4 ) (17 ) Other April 2018–March 2022 3,894 (20,751 ) Net cash collateral provided 15,501 Net commodity derivative liability $ (5,250 ) At March 31, 2017: Crude oil fixed-price (2) April 2017–May 2017 (800 ) $ (55 ) Propane fixed-price (2) October 2018–December 2018 220 1,082 Refined products fixed-price (2) April 2017–January 2019 (4,682 ) (7,729 ) Refined products index (2) 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 purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different commodity price indices. These contracts are derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price. (2) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. Amounts in the table above do not include commodity derivative contract positions related to the Retail Propane segment, as these amounts have been classified as assets held for sale within our consolidated balance sheets (see Note 17 ). The following table summarizes the net (losses) gains recorded from our commodity derivatives to cost of sales in our consolidated statements of operations for the periods indicated (in thousands): Year Ended March 31, 2018 $ (116,604 ) 2017 $ (55,978 ) 2016 $ 102,442 Amounts in the table above do not include net (losses) gains from our commodity derivatives related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). 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 March 31, 2018 , 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 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 March 31, 2018 , we had $969.5 million of outstanding borrowings under our Revolving Credit Facility at a weighted average interest rate of 4.99% . Fair Value of Fixed-Rate Notes The following table provides fair values estimates of our fixed-rate notes at March 31, 2018 (in thousands): Senior Unsecured Notes: 2019 Notes $ 353,208 2021 Notes $ 366,819 2023 Notes $ 618,072 2025 Notes $ 370,651 For the Senior Unsecured 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 | 12 Months Ended |
Mar. 31, 2018 | |
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. The table below does not include amounts related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). Year Ended March 31, 2018 2017 2016 (in thousands) Revenues: Crude Oil Logistics: Crude oil sales $ 2,151,203 $ 1,603,667 $ 3,170,891 Crude oil transportation and other 122,786 70,027 55,882 Elimination of intersegment sales (13,914 ) (6,810 ) (9,694 ) Total Crude Oil Logistics revenues 2,260,075 1,666,884 3,217,079 Water Solutions: Service fees 149,114 110,049 136,710 Recovered hydrocarbons 58,948 31,103 41,090 Other revenues 21,077 18,449 7,201 Total Water Solutions revenues 229,139 159,601 185,001 Liquids: Propane sales 1,203,486 807,172 618,919 Butane sales 562,066 391,265 317,994 Other product sales 432,570 308,031 302,181 Other revenues 22,548 32,648 35,943 Elimination of intersegment sales (4,685 ) (1,944 ) (1,045 ) Total Liquids revenues 2,215,985 1,537,172 1,273,992 Refined Products and Renewables: Refined products sales 11,827,222 8,884,976 6,294,008 Renewables sales 373,669 447,232 390,753 Service fees 300 10,963 108,221 Elimination of intersegment sales (268 ) (469 ) (870 ) Total Refined Products and Renewables revenues 12,200,923 9,342,702 6,792,112 Corporate and Other 1,174 844 462 Total revenues $ 16,907,296 $ 12,707,203 $ 11,468,646 Depreciation and Amortization: Crude Oil Logistics $ 80,387 $ 54,144 $ 39,363 Water Solutions 98,623 101,758 91,685 Liquids 24,937 19,163 15,642 Refined Products and Renewables 1,294 1,562 40,861 Corporate and Other 3,779 3,612 5,381 Total depreciation and amortization $ 209,020 $ 180,239 $ 192,932 Operating Income (Loss): Crude Oil Logistics $ 122,904 $ (17,475 ) $ (40,745 ) Water Solutions (24,231 ) 44,587 (313,673 ) Liquids (93,113 ) 43,252 76,173 Refined Products and Renewables 56,740 222,546 226,951 Corporate and Other (79,474 ) (86,985 ) (97,405 ) Total operating (loss) income $ (17,174 ) $ 205,925 $ (148,699 ) 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. Year Ended March 31, 2018 2017 2016 (in thousands) Crude Oil Logistics $ 36,762 $ 168,053 $ 447,952 Water Solutions 102,261 109,008 243,308 Liquids 25,023 66,864 50,533 Refined Products and Renewables — 42,175 25,147 Corporate and Other 1,472 2,825 15,172 Total $ 165,518 $ 388,925 $ 782,112 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: March 31, 2018 2017 (in thousands) Long-lived assets, net: Crude Oil Logistics $ 1,638,558 $ 1,724,805 Water Solutions 1,256,143 1,261,944 Liquids (1) 501,302 619,204 Refined Products and Renewables 208,849 215,637 Corporate and Other 31,516 36,394 Total $ 3,636,368 $ 3,857,984 (1) Includes $0.6 million and $0.7 million of non-US long-lived assets at March 31, 2018 and 2017 , respectively. March 31, 2018 2017 (in thousands) Total assets: Crude Oil Logistics $ 2,285,813 $ 2,538,768 Water Solutions 1,323,171 1,301,415 Liquids (1) 717,690 767,597 Refined Products and Renewables 1,204,633 988,073 Corporate and Other 102,211 105,106 Assets Held for Sale 517,604 619,420 Total $ 6,151,122 $ 6,320,379 (1) Includes $27.5 million and $7.9 million of non-US total assets at March 31, 2018 and 2017 , respectively. |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Mar. 31, 2018 | |
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 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 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 year ended March 31, 2018 , $0.8 million of these transactions were capital expenditures and were recorded as increases to property, plant and equipment. The following table summarizes these related party transactions for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Sales to SemGroup $ 606 $ 3,866 $ 43,825 Purchases from SemGroup $ 5,034 $ 12,254 $ 53,209 Sales to equity method investees $ 294 $ 692 $ 14,836 Purchases from equity method investees $ 66,820 $ 121,336 $ 113,780 Sales to entities affiliated with management $ 268 $ 290 $ 318 Purchases from entities affiliated with management $ 3,870 $ 15,209 $ 45,197 Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Receivables from SemGroup $ 49 $ 6,668 Receivables from NGL Energy Holdings LLC 4,693 — Receivables from equity method investees 6 15 Receivables from entities affiliated with management 24 26 Total $ 4,772 $ 6,709 Amounts in the table above do not include accounts receivable from affiliates related to the Retail Propane segment, as these amounts have been classified as assets held for sale within our consolidated balance sheets (see Note 17 ). Accounts payable to affiliates consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Payables to SemGroup $ — $ 6,571 Payables to equity method investees 8 1,306 Payables to entities affiliated with management 1,246 41 Total $ 1,254 $ 7,918 At March 31, 2018 and 2017 , we had a loan receivable from Victory Propane, an equity method investee (see Note 2 ), of $1.2 million (net of our proportionate share of its losses of $0.3 million ) and $3.2 million , respectively, 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. Other Related Party Transactions Repurchase of Warrants On June 23, 2017, we repurchased outstanding warrants, as discussed further in Note 10 , from funds managed by Oaktree, who are represented on the board of directors of our general partner. On April 26, 2018, we repurchased outstanding warrants, as discussed further in Note 18 , from funds managed by Oaktree, who are represented on the board of directors of our general partner. Victory Propane During the three months ended December 31, 2017 we completed a transaction with Victory Propane, an equity method investee (See Note 2 ), to purchase Victory Propane’s Michigan assets. We paid Victory Propane $6.4 million in cash and received current assets, property, plant and equipment and customers. The allocation of the consideration was as follows: Current assets $ 276 Property, plant and equipment 1,366 Intangible assets (customer relationships) 4,782 Fair value of net assets acquired $ 6,424 Victory Propane recognized a gain on this transaction. As all intra-entity profits and losses are eliminated between an investor and investee until realized, we have eliminated our proportionate share of the gain from this transaction on our books. As a result, our underlying equity in the net assets of Victory Propane exceeds our investment (see Note 2 ), and this difference will be amortized as income over the remaining life of the noncurrent assets acquired or until they are sold. Victory Propane used a portion of the proceeds to pay off the outstanding balance of their note payable to us of $4.2 million and paid $2.0 million in distributions to the owners, including us. Grassland We previously had a loan receivable from Grassland Water Solutions, LLC (“Grassland”) and during the three months ended June 30, 2016, we received loan payments of $0.7 million from Grassland in accordance with the loan agreement. On June 3, 2016, we acquired the remaining 65% ownership interest in Grassland. Prior to the completion of this transaction, we accounted for our previously held 35% ownership interest in Grassland using the equity method of accounting. As we owned a controlling interest in Grassland, we revalued our previously held 35% ownership interest to fair value of $0.8 million and recorded a loss of $14.9 million . As the amount paid (cash plus the fair value of our previously held ownership interest) was less than the fair value of the assets acquired and liabilities assumed, we recorded a bargain purchase gain of $0.6 million . Once we acquired the remaining ownership interest in Grassland, the loan receivable was eliminated as Grassland was consolidated in our consolidated financial statements. As a result of the acquisition, we incurred an impairment charge of $1.7 million to write down the loan receivable to its fair value, which was reported within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. On November 29, 2016, we sold Grassland and received proceeds of $22.0 million and recorded a loss on disposal of $2.3 million during the three months ended December 31, 2016. This loss is reported within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2018 | |
Defined Contribution Plan [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We have established a defined contribution 401(k) plan to assist our eligible employees in saving for retirement on a tax-deferred basis. The 401(k) plan permits all eligible employees to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations. For every dollar that employees contribute up to 1% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 1% and 6% of their eligible compensation (as defined in the plan). Our matching contributions prior to January 1, 2015 vest over five years and, effective January 1, 2015, our matching contributions vest over two years. Expenses under the plan for the years ended March 31, 2018 , 2017 and 2016 were $1.8 million , $1.9 million and $2.8 million , respectively. Expenses for matching contributions related to the Retail Propane segment have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). |
Other Matters
Other Matters | 12 Months Ended |
Mar. 31, 2018 | |
Other Matters | |
Other Matters | Other Matters Sawtooth Joint Venture On March 30, 2018, we completed the transaction to form a joint venture with Magnum Liquids, LLC, a portfolio company of Haddington Ventures LLC, along with Magnum Development, LLC and other Haddington-sponsored investment entities (collectively “Magnum”) to focus on the storage of natural gas liquids and refined products by combining our Sawtooth salt dome storage facility with Magnum’s refined products rights and adjacent leasehold. Magnum acquired an approximately 28.5% interest in Sawtooth from us, in exchange for consideration consisting of a cash payment of approximately $37.6 million (excluding working capital) and the contribution of certain refined products rights and adjacent leasehold , which we valued at $21.6 million and recorded within intangible assets in our consolidated balance sheet. The disposition of this 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. We own approximately 71.5% of the joint venture; and within the next three years, Magnum has options to acquire our remaining interest for an additional $182.4 million . Termination of a Storage Sublease Agreement During the year ended March 31, 2017, we agreed to terminate a storage sublease agreement that was scheduled to commence in January 2017 and had a term of five years. For terminating this agreement, the counterparty agreed to pay us a specific amount in five equal payments which began in February 2017 and in January of the next four years and removed any future obligations of the Partnership. As a result, we discounted the future payments and recorded a gain of $16.2 million to other income, net in our consolidated statement of operations during the year ended March 31, 2017. Termination of Development Agreement On June 3, 2016, we entered into a purchase and sale agreement with the counterparty to the development agreement in our Water Solutions segment. Total cash consideration paid under the agreement was $49.6 million and in return we received the following: • Termination of the development agreement (see Note 7 ); • Additional interest in the water pipeline company we acquired in January 2016; • Release of contingent consideration liabilities attributed to certain of our water treatment and disposal facilities; • Certain parcels of land and permits to develop saltwater disposal wells and other parcels of land containing water wells and equipment; and • A two -year non-compete agreement with the counterparty. We accounted for the transaction as an acquisition of assets. Acquiring assets in groups requires not only ascertaining the cost of the asset (or net asset) group but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed/released based on their relative fair values and shall not give rise to goodwill or bargain purchase gains. We allocated $1.2 million of the total consideration to property, plant and equipment, $3.3 million to intangible assets, $2.8 million to noncontrolling interest, $25.5 million to the release of contingent consideration liabilities and $16.9 million to the termination of the development agreement. We recorded a $21.3 million gain on the release of $46.8 million of contingent consideration liabilities, which was recorded within (loss) gain on early extinguishment of liabilities, net in our consolidated statement of operations during the year ended March 31, 2017. For the termination of the development agreement, we recorded a loss of $22.7 million , which included the carrying value of the development agreement asset that was written off (see Note 7 ). This loss was recorded within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations during the year ended March 31, 2017. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following tables summarize our unaudited quarterly financial data. The computation of net income (loss) per common unit is done separately by quarter and year. The total of net income (loss) per common unit of the individual quarters may not equal net income (loss) per common unit for the year, due primarily to the income allocation between the general partner and limited partners and variations in the weighted average units outstanding used in computing such amounts. Our Retail Propane segment’s business (included within discontinued operations, see Note 17 ) is seasonal due to weather conditions in our service areas. Its results are affected by winter heating season requirements, which generally results in net income during the period from October through March of each year and either net losses or lower net income during the period from April through September of each year. Our Liquids segment is also subject to seasonal fluctuations, as demand for propane and butane is typically higher during the winter months. Our operating revenues from our other segments are less weather sensitive. Additionally, the acquisitions described in Note 4 impact the comparability of the quarterly information within the year, and year to year. Quarter Ended Year Ended June 30, 2017 September 30, 2017 December 31, 2017 March 31, 2018 March 31, 2018 (in thousands, except unit and per unit amounts) Total revenues $ 3,730,705 $ 3,876,676 $ 4,353,783 $ 4,946,132 $ 16,907,296 Total cost of sales $ 3,628,683 $ 3,757,450 $ 4,235,867 $ 4,790,641 $ 16,412,641 Net (loss) income $ (63,707 ) $ (173,579 ) $ 56,769 $ 110,912 $ (69,605 ) Net (loss) income attributable to NGL Energy Partners LP $ (63,362 ) $ (173,371 ) $ 56,256 $ 109,602 $ (70,875 ) Basic (loss) income per common unit $ (0.61 ) $ (1.56 ) $ 0.33 $ 0.76 $ (1.08 ) Diluted (loss) income per common unit $ (0.61 ) $ (1.56 ) $ 0.32 $ 0.71 $ (1.08 ) Basic weighted average common units outstanding 120,535,909 121,314,636 120,844,008 121,271,959 120,991,340 Diluted weighted average common units outstanding 120,535,909 121,314,636 124,161,966 146,868,349 120,991,340 Quarter Ended Year Ended June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 March 31, 2017 (in thousands, except unit and per unit amounts) Total revenues $ 2,673,731 $ 3,005,460 $ 3,311,532 $ 3,716,480 $ 12,707,203 Total cost of sales $ 2,553,768 $ 2,919,052 $ 3,201,059 $ 3,554,525 $ 12,228,404 Net income (loss) $ 182,753 $ (66,658 ) $ 1,293 $ 26,486 $ 143,874 Net income (loss) attributable to NGL Energy Partners LP $ 176,920 $ (66,599 ) $ 976 $ 25,745 $ 137,042 Basic income (loss) per common unit $ 1.66 $ (0.71 ) $ (0.07 ) $ 0.14 $ 0.99 Diluted income (loss) per common unit $ 1.38 $ (0.71 ) $ (0.07 ) $ 0.14 $ 0.95 Basic weighted average common units outstanding 104,169,573 106,186,389 107,966,901 114,131,764 108,091,486 Diluted weighted average common units outstanding 128,453,733 106,186,389 107,966,901 120,198,802 111,850,621 The following summarizes significant items recognized during the years ended March 31, 2018 and 2017 : Year Ended March 31, 2018 • On March 30, 2018, we sold a portion of our Retail Propane segment to DCC and recorded a gain (see Note 17 ); • On March 30, 2018, we closed the joint venture related to Sawtooth and sold a portion of our interest in Sawtooth (see Note 15 ); • On December 22, 2017, we sold our previously held interest in Glass Mountain (see Note 2 ); • During the second quarter of fiscal year 2018, we recorded a goodwill impairment charge related to Sawtooth (see Note 6 ); • During fiscal year 2018, we repurchased a portion of our 2019 Notes, 2023 Notes and 2025 Notes and recorded a net gain on the early extinguishment of these notes (see Note 8 ); and • During the first and third quarters of fiscal year 2018, we repurchased a portion of and then all of the remaining outstanding Senior Secured Notes and recorded a loss on the early extinguishment of these notes (see Note 8 ). Year Ended March 31, 2017 • On April 1, 2016, we sold all of the TLP common units we owned and recorded a gain (see Note 2 ); • On June 3, 2016, we recorded a gain on the release of contingent consideration liabilities and a loss for the termination of the development agreement (see Note 15 ); • On June 3, 2016, we acquired the remaining ownership interest in Grassland and revalued our previously held ownership interest to fair value and recorded a loss (see Note 13 ); • During the first quarter of fiscal year 2017, we recorded an adjustment of the previously recorded goodwill impairment charge estimate recognized during the three months ended March 31, 2016 (see Note 6 ); • During the third quarter of fiscal year 2017, we agreed to terminate a storage sublease agreement that was scheduled to commence in January 2017 and recorded a gain (see Note 15 ); • On October 24, 2016 and February 22, 2017, we issued the 2023 Notes and 2025 Notes, respectively (see Note 8 ); and • During fiscal year 2017, we repurchased a portion of our 2019 Notes and 2021 Notes and recorded a net gain on the early extinguishment of these notes (see Note 8 ). |
Assets, Liabilities and Redeema
Assets, Liabilities and Redeemable Noncontrolling Interest Held for Sale and Discontinued Operations | 12 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets, Liabilities and Redeemable Noncontrolling Interest Held for Sale and Discontinued Operations | Assets, Liabilities and Redeemable Noncontrolling Interest Held for Sale and Discontinued Operations As discussed in Note 1 , as of June 30, 2018, we met the criteria for classifying the assets, liabilities and redeemable noncontrolling interest of our Retail Propane segment as held for sale and the operations as discontinued. On March 30, 2018, we sold a portion of our Retail Propane segment to DCC for net proceeds of $212.4 million in cash at closing, and recorded a gain on disposal of $89.3 million during the year ended March 31, 2018. This gain is reported within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. The Retail Propane businesses subject to this transaction consisted of our operations across the Mid-Continent and Western portions of the United States, including three of the seven retail propane businesses we acquired during the year ended March 31, 2018. On July 10, 2018, we completed the sale of virtually all of our Retail Propane segment to Superior and on August 14, 2018, we sold our previously held interest in Victory Propane, see Note 1 for a further discussion. The following table summarizes the major classes of assets, liabilities and redeemable noncontrolling interest classified as held for sale at the dates indicated: March 31, 2018 2017 (in thousands) Assets Held for Sale Cash and cash equivalents $ 4,113 $ 4,438 Accounts receivable-trade, net 45,924 45,049 Accounts receivable-affiliates — 2 Inventories 13,250 17,387 Prepaid expenses and other current assets 2,796 3,399 Property, plant and equipment, net 201,340 260,830 Goodwill 107,951 130,427 Intangible assets, net 141,328 156,704 Other assets 902 1,184 Total assets held for sale $ 517,604 $ 619,420 Liabilities and Redeemable Noncontrolling Interest Held for Sale Accounts payable-trade $ 7,790 $ 7,552 Accrued expenses and other payables 6,583 8,669 Advance payments received from customers 12,842 25,352 Current maturities of long-term debt 2,550 3,731 Long-term debt, net 2,888 4,957 Other liabilities — 30 Redeemable noncontrolling interest 9,927 3,072 Total liabilities and redeemable noncontrolling interest held for sale $ 42,580 $ 53,363 The following table summarizes the results of operations from discontinued operations related to the Retail Propane segment for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Revenues $ 521,511 $ 413,206 $ 352,977 Cost of sales 269,367 191,589 156,757 Operating expenses 129,789 118,922 104,287 General and administrative expense 11,322 10,761 11,982 Depreciation and amortization 43,692 42,966 35,992 Gain on disposal or impairment of assets, net (88,209 ) (287 ) (137 ) Operating income from discontinued operations 155,550 49,255 44,096 Equity in earnings (loss) of unconsolidated entities 425 (746 ) (528 ) Interest expense (422 ) (484 ) (340 ) Other income, net 1,330 1,052 1,055 Income from discontinued operations before taxes (1) 156,883 49,077 44,283 Income tax expense (103 ) (5 ) (62 ) Income from discontinued operations, net of tax $ 156,780 $ 49,072 $ 44,221 (1) Includes net income attributable to redeemable noncontrolling interest of $1.0 million for the year ended March 31, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Repurchase of Warrants On April 26, 2018, we repurchased 1,229,575 outstanding warrants for a total purchase price of $15.0 million . The warrants were repurchased from funds managed by Oaktree, who are represented on the board of directors of our general partner. Acquisitions On April 24, 2018, we acquired the remaining 18.375% interest in NGL Water Pipelines, LLC operating in the Delaware Basin portion of the Permian Basin in West Texas for total consideration of approximately $4.0 million . Subsequent to March 31, 2018 , we acquired one saltwater disposal facility and four freshwater facilities for total consideration of approximately $29.8 million . Subsequent to March 31, 2018 , we acquired three retail propane businesses for total consideration of approximately $19.3 million . Dispositions E Energy Adams, LLC On May 3, 2018, we sold our previously held 20% interest in E Energy Adams, LLC for net proceeds of $18.6 million . |
Consolidating Guarantor and Non
Consolidating Guarantor and Non-Guarantor Financial Information | 12 Months Ended |
Mar. 31, 2018 | |
Consolidating Guarantor and Non-Guarantor Financial Information [Abstract] | |
Consolidating Guarantor and Non-Guarantor Financial Information | 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 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. For purposes of the tables below, when the status of a subsidiary changes, all subsidiary activity is included in either the guarantor subsidiaries column or non-guarantor subsidiaries column based on the status of the subsidiary at the balance sheet date regardless of activity during the year. 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 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 consolidating statement of cash flow tables below. As discussed further in Note 1 and Note 17, the assets and liabilities related to our entire Retail Propane segment (both the portion sold to DCC in March 2018 and the remaining business sold to Superior in July 2018 as well as equity in earnings of Victory Propane) have been classified as held for sale within our March 31, 2018 and 2017 consolidated balance sheets and the results of operations and cash flows related to the entire Retail Propane segment have been classified as discontinued operations and all periods presented have been retrospectively adjusted. Consolidating Balance Sheet (in Thousands) March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 16,915 $ — $ 3,329 $ 1,850 $ — $ 22,094 Accounts receivable-trade, net of allowance for doubtful accounts — — 1,021,616 5,148 — 1,026,764 Accounts receivable-affiliates — — 4,772 — — 4,772 Inventories — — 550,978 325 — 551,303 Prepaid expenses and other current assets — — 128,311 431 — 128,742 Assets held for sale — — 490,800 26,804 — 517,604 Total current assets 16,915 — 2,199,806 34,558 — 2,251,279 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,371,495 147,112 — 1,518,607 GOODWILL — — 1,127,347 77,260 — 1,204,607 INTANGIBLE ASSETS, net of accumulated amortization — — 829,449 83,705 — 913,154 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 17,236 — — 17,236 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,110,940 — (2,121,741 ) 10,801 — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,703,327 — 244,109 — (1,947,436 ) — LOAN RECEIVABLE-AFFILIATE — — 1,200 — — 1,200 OTHER NONCURRENT ASSETS — — 245,039 — — 245,039 Total assets $ 3,831,182 $ — $ 3,913,940 $ 353,436 $ (1,947,436 ) $ 6,151,122 LIABILITIES AND EQUITY CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: Accounts payable-trade $ — $ — $ 850,607 $ 2,232 $ — $ 852,839 Accounts payable-affiliates 1 — 1,253 — — 1,254 Accrued expenses and other payables 41,104 — 181,115 1,285 — 223,504 Advance payments received from customers — — 4,507 3,867 — 8,374 Current maturities of long-term debt — — 646 — — 646 Liabilities and redeemable noncontrolling interest held for sale — — 30,066 12,514 — 42,580 Total current liabilities and redeemable noncontrolling interest 41,105 — 1,068,194 19,898 — 1,129,197 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,704,909 — 974,831 — — 2,679,740 OTHER NONCURRENT LIABILITIES — — 167,588 5,926 — 173,514 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 82,576 — — — — 82,576 EQUITY: Partners’ equity 2,002,592 — 1,704,896 327,858 (2,030,939 ) 2,004,407 Accumulated other comprehensive loss — — (1,569 ) (246 ) — (1,815 ) Noncontrolling interests — — — — 83,503 83,503 Total equity 2,002,592 — 1,703,327 327,612 (1,947,436 ) 2,086,095 Total liabilities and equity $ 3,831,182 $ — $ 3,913,940 $ 353,436 $ (1,947,436 ) $ 6,151,122 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 $ — $ 73 $ 1,496 $ — $ 7,826 Accounts receivable-trade, net of allowance for doubtful accounts — — 752,734 2,824 — 755,558 Accounts receivable-affiliates — — 6,709 — — 6,709 Inventories — — 544,045 — — 544,045 Prepaid expenses and other current assets — — 99,416 378 — 99,794 Assets held for sale — — 592,080 27,340 — 619,420 Total current assets 6,257 — 1,995,057 32,038 — 2,033,352 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,477,804 51,639 — 1,529,443 GOODWILL — — 1,309,049 12,240 — 1,321,289 INTANGIBLE ASSETS, net of accumulated amortization — — 1,000,505 6,747 — 1,007,252 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 — — 238,252 168 — 238,420 Total assets $ 4,409,145 $ — $ 3,850,699 $ 86,291 $ (2,025,756 ) $ 6,320,379 LIABILITIES AND EQUITY CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: Accounts payable-trade $ — $ — $ 650,290 $ 179 $ — $ 650,469 Accounts payable-affiliates 1 — 7,907 10 — 7,918 Accrued expenses and other payables 42,150 — 155,622 684 — 198,456 Advance payments received from customers — — 10,592 — — 10,592 Current maturities of long-term debt 25,000 — 859 — — 25,859 Liabilities and redeemable noncontrolling interest held for sale — — 46,966 6,397 — 53,363 Total current liabilities and redeemable noncontrolling interest 67,151 — 872,236 7,270 — 946,657 LONG-TERM DEBT, net of debt issuance costs and current maturities 2,138,048 — 820,478 — — 2,958,526 OTHER NONCURRENT LIABILITIES — — 179,827 4,677 — 184,504 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 63,890 — — — — 63,890 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 Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 16,888,834 $ 19,954 $ (1,492 ) $ 16,907,296 COST OF SALES — — 16,412,642 1,491 (1,492 ) 16,412,641 OPERATING COSTS AND EXPENSES: Operating — — 194,048 7,020 — 201,068 General and administrative — — 97,552 577 — 98,129 Depreciation and amortization — — 198,119 10,901 — 209,020 (Gain) loss on disposal or impairment of assets, net — — (133,979 ) 116,875 — (17,104 ) Revaluation of liabilities — — 20,124 592 — 20,716 Operating Income (Loss) — — 100,328 (117,502 ) — (17,174 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 7,539 — — 7,539 Interest expense (142,159 ) — (56,988 ) (46 ) 45 (199,148 ) Loss on early extinguishment of liabilities, net (23,201 ) — — — — (23,201 ) Other income, net — — 7,753 19 (819 ) 6,953 (Loss) Income From Continuing Operations Before Income Taxes (165,360 ) — 58,632 (117,529 ) (774 ) (225,031 ) INCOME TAX EXPENSE — — (1,354 ) — — (1,354 ) EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES 94,485 — (116,224 ) — 21,739 — Loss From Continuing Operations (70,875 ) — (58,946 ) (117,529 ) 20,965 (226,385 ) Income From Discontinued Operations, Net of Tax — — 153,431 2,575 774 156,780 Net (Loss) Income (70,875 ) — 94,485 (114,954 ) 21,739 (69,605 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (240 ) (240 ) LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS (1,030 ) (1,030 ) NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ (70,875 ) $ — $ 94,485 $ (114,954 ) $ 20,469 $ (70,875 ) Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 12,688,354 $ 19,639 $ (790 ) $ 12,707,203 COST OF SALES — — 12,228,661 533 (790 ) 12,228,404 OPERATING COSTS AND EXPENSES: Operating — — 182,476 6,527 — 189,003 General and administrative — — 105,402 403 — 105,805 Depreciation and amortization — — 172,798 7,441 — 180,239 Gain on disposal or impairment of assets, net — — (208,890 ) — — (208,890 ) Revaluation of liabilities — — 6,305 412 — 6,717 Operating Income — — 201,602 4,323 — 205,925 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 3,830 — — 3,830 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (91,259 ) — (58,607 ) (174 ) 46 (149,994 ) Gain on early extinguishment of liabilities, net 8,507 — 16,220 — — 24,727 Other income, net — — 27,205 — (593 ) 26,612 (Loss) Income From Continuing Operations Before Income Taxes (82,752 ) — 175,885 4,149 (547 ) 96,735 INCOME TAX EXPENSE — — (1,933 ) — — (1,933 ) EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES 219,794 — (1,336 ) — (218,458 ) — Income From Continuing Operations 137,042 — 172,616 4,149 (219,005 ) 94,802 Income From Discontinued Operations, Net of Tax — — 47,178 1,347 547 49,072 Net Income 137,042 — 219,794 5,496 (218,458 ) 143,874 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (6,832 ) (6,832 ) NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ 137,042 $ — $ 219,794 $ 5,496 $ (225,290 ) $ 137,042 Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 11,329,210 $ 169,987 $ (30,551 ) $ 11,468,646 COST OF SALES — — 10,768,634 23,510 (30,351 ) 10,761,793 OPERATING COSTS AND EXPENSES: Operating — — 227,260 69,771 (200 ) 296,831 General and administrative — — 110,639 16,920 — 127,559 Depreciation and amortization — — 149,158 43,774 — 192,932 Loss on disposal or impairment of assets, net — — 303,559 17,344 — 320,903 Revaluation of liabilities — — (82,673 ) — — (82,673 ) Operating Loss — — (147,367 ) (1,332 ) — (148,699 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 4,902 11,747 — 16,649 Interest expense (43,493 ) — (82,045 ) (7,257 ) 46 (132,749 ) Gain on early extinguishment of liabilities, net — — 28,532 — — 28,532 Other income, net — — 4,536 295 (310 ) 4,521 (Loss) Income From Continuing Operations Before Income Taxes (43,493 ) — (191,442 ) 3,453 (264 ) (231,746 ) INCOME TAX BENEFIT (EXPENSE) — — 635 (207 ) — 428 EQUITY IN NET LOSS FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES (155,436 ) — (7,011 ) — 162,447 — (Loss) Income From Continuing Operations (198,929 ) — (197,818 ) 3,246 162,183 (231,318 ) Income From Discontinued Operations, Net of Tax — — 42,382 1,575 264 44,221 Net (Loss) Income (198,929 ) — (155,436 ) 4,821 162,447 (187,097 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (11,832 ) (11,832 ) NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ (198,929 ) $ — $ (155,436 ) $ 4,821 $ 150,615 $ (198,929 ) Consolidating Statements of Comprehensive Income (Loss) (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (70,875 ) $ — $ 94,485 $ (114,954 ) $ 21,739 $ (69,605 ) Other comprehensive inco me (loss) — — 58 (45 ) — 13 Comprehensive (loss) income $ (70,875 ) $ — $ 94,543 $ (114,999 ) $ 21,739 $ (69,592 ) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 137,042 $ — $ 219,794 $ 5,496 $ (218,458 ) $ 143,874 Other comprehensive loss — — (1,626 ) (45 ) — (1,671 ) Comprehensive income $ 137,042 $ — $ 218,168 $ 5,451 $ (218,458 ) $ 142,203 Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (198,929 ) $ — $ (155,436 ) $ 4,821 $ 162,447 $ (187,097 ) Other comprehensive loss — — — (48 ) — (48 ) Comprehensive (loss) income $ (198,929 ) $ — $ (155,436 ) $ 4,773 $ 162,447 $ (187,145 ) Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (141,967 ) $ — $ 186,959 $ 9,411 $ (774 ) $ 53,629 Net cash provided by operating activities-discontinued operations — — 80,857 3,481 — 84,338 Net cash (used in) provided by operating activities (141,967 ) — 267,816 12,892 (774 ) 137,967 INVESTING ACTIVITIES: Capital expenditures — — (130,760 ) (3,001 ) — (133,761 ) Acquisitions, net of cash acquired — — 3,100 (22,997 ) — (19,897 ) Settlements of commodity derivatives — — (100,405 ) — — (100,405 ) Proceeds from sales of assets — — 33,844 — — 33,844 Proceeds from divestitures of businesses and investments — — 292,112 37,668 — 329,780 Transaction with an unconsolidated entity (Note 13) — — (6,424 ) — — (6,424 ) Investments in unconsolidated entities — — (21,465 ) — — (21,465 ) Distributions of capital from unconsolidated entities — — 11,969 — — 11,969 Repayments on loan for natural gas liquids facility — — 10,052 — — 10,052 Loan to affiliate — — (2,510 ) — — (2,510 ) Repayments on loan to affiliate — — 4,160 — — 4,160 Net cash provided by investing activities-continuing operations — — 93,673 11,670 — 105,343 Net cash provided by (used in) investing activities-discontinued operations — — 165,958 (719 ) — 165,239 Net cash provided by investing activities — — 259,631 10,951 — 270,582 FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 2,434,500 — — 2,434,500 Payments on revolving credit facilities — — (2,279,500 ) — — (2,279,500 ) Repayment and repurchase of senior secured and senior unsecured notes (486,699 ) — — — — (486,699 ) Payments on other long-term debt — — (877 ) — — (877 ) Debt issuance costs (692 ) — (2,008 ) — — (2,700 ) Contributions from noncontrolling interest owners, net — — — 23 — 23 Distributions to general and common unit partners and preferred unitholders (225,067 ) — — — — (225,067 ) 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 (15,817 ) — — — — (15,817 ) Payments for settlement and early extinguishment of liabilities — — (3,408 ) — — (3,408 ) Net changes in advances with consolidated entities 688,718 — (669,452 ) (20,040 ) 774 — Net cash provided by (used in) financing activities-continuing operations 152,625 — (520,745 ) (23,099 ) 774 (390,445 ) Net cash used in financing activities-discontinued operations — — (3,446 ) (390 ) — (3,836 ) Net cash provided by (used in) financing activities 152,625 — (524,191 ) (23,489 ) 774 (394,281 ) Net increase in cash and cash equivalents 10,658 — 3,256 354 — 14,268 Cash and cash equivalents, beginning of period 6,257 — 73 1,496 — 7,826 Cash and cash equivalents, end of period $ 16,915 $ — $ 3,329 $ 1,850 $ — $ 22,094 Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (749,250 ) $ — $ 635,322 $ 16,675 $ (547 ) $ (97,800 ) Net cash provided by operating activities-discontinued operations — — 67,733 5,029 — 72,762 Net cash (used in) provided by operating activities (749,250 ) — 703,055 21,704 (547 ) (25,038 ) INVESTING ACTIVITIES: Capital expenditures — — (338,569 ) (6,367 ) — (344,936 ) Acquisitions, net of cash acquired — — (41,928 ) — — (41,928 ) Settlements of commodity derivatives — — (37,086 ) — — (37,086 ) Proceeds from sales of assets — — 28,232 — — 28,232 Proceeds from divestitures of businesses and investments — — 112,370 22,000 — 134,370 Investments in unconsolidated entities — — (2,105 ) — — (2,105 ) Distributions of capital from unconsolidated entities — — 9,692 — — 9,692 Repayments on loan for natural gas liquids facility — — 8,916 — — 8,916 Loan to affiliate — — (3,200 ) — — (3,200 ) Repayments on loan to affiliate — — 655 — — 655 Payment to terminate development agreement — — (16,875 ) — — (16,875 ) Net cash (used in) provided by investing activities-continuing operations — — (279,898 ) 15,633 — (264,265 ) Net cash used in investing activities-discontinued operations — — (86,463 ) (12,398 ) — (98,861 ) Net cash (used in) provided by investing activities — — (366,361 ) 3,235 — (363,126 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 1,700,000 — — 1,700,000 Payments on revolving credit facilities — — (2,733,500 ) — — (2,733,500 ) Issuance of senior unsecured notes 1,200,000 — — — — 1,200,000 Repayment and repurchase of senior secured and senior unsecured notes (21,193 ) — — — — (21,193 ) Payments on other long-term debt — — (46,153 ) — — (46,153 ) Debt issuance costs (21,868 ) — (11,690 ) — — (33,558 ) Contributions from general partner 49 — — — — 49 Contributions from noncontrolling interest owners, net — — — 672 — 672 Distributions to general and common unit partners and preferred unitholders (181,581 ) — — — — (181,581 ) Distributions to noncontrolling interest owners — — — (3,292 ) — (3,292 ) Proceeds from sale of preferred units, net of offering costs 234,975 — — — — 234,975 Proceeds from sale of common units, net of offering costs 287,136 — — — — 287,136 Payments for settlement and early extinguishment of liabilities — — (28,468 ) — — (28,468 ) Net changes in advances with consolidated entities (767,760 ) — 788,334 (21,121 ) 547 — Net cash provided by (used in) financing activities-continuing operations 729,758 — (331,477 ) (23,741 ) 547 375,087 Net cash used in financing activities-discontinued operations — — (3,443 ) (190 ) — (3,633 ) Net cash provided by (used in) financing activities 729,758 — (334,920 ) (23,931 ) 547 371,454 Net (decrease) increase in cash and cash equivalents (19,492 ) — 1,774 1,008 — (16,710 ) Cash and cash equivalents, beginning of period 25,749 — (1,701 ) 488 — 24,536 Cash and cash equivalents, end of period $ 6,257 $ — $ 73 $ 1,496 $ — $ 7,826 Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (75,446 ) $ — $ 253,385 $ 62,430 $ (264 ) $ 240,105 Net cash provided by operating activities-discontinued operations 624 — 110,022 3,513 — 114,159 Net cash (used in) provided by operating activities (74,822 ) — 363,407 65,943 (264 ) 354,264 INVESTING ACTIVITIES: Capital expenditures — — (581,813 ) (57,129 ) — (638,942 ) Acquisitions, net of cash acquired — — (208,864 ) — — (208,864 ) Settlements of commodity derivatives — — 104,924 — — 104,924 Proceeds from sales of assets — — 7,284 — — 7,284 Proceeds from divestitures of businesses and investments — — 343,135 — — 343,135 Investments in unconsolidated entities — — (4,480 ) (6,951 ) — (11,431 ) Distributions of capital from unconsolidated entities — — 11,031 4,761 — 15,792 Loan for natural gas liquids facility — — (3,913 ) — — (3,913 ) Repayments on loan for natural gas liquids facility — — 7,618 — — 7,618 Loan to affiliate — — (15,621 ) — — (15,621 ) Repayments on loan to affiliate — — 1,513 — — 1,513 Net cash used in investing activities-continuing operations — — (339,186 ) (59,319 ) — (398,505 ) Net cash used in investing activities-discontinued operations (624 ) — (43,778 ) (2,420 ) — (46,822 ) Net cash used in investing activities (624 ) — (382,964 ) (61,739 ) — (445,327 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 2,499,000 103,500 — 2,602,500 Payments on revolving credit facilities — — (2,041,500 ) (91,500 ) — (2,133,000 ) Repayment and repurchase of senior secured and senior unsecured notes (43,421 ) — — — — (43,421 ) Proceeds from borrowings under other long-term debt — — 45,873 7,350 — 53,223 Payments on other long-term debt — — (1,834 ) (255 ) — (2,089 ) Debt issuance costs (3,493 ) — (6,744 ) — — (10,237 ) Contributions from general partner 54 — — — — 54 Contributions from noncontrolling interest owners, net (3,829 ) — — 15,376 — 11,547 Distributions to general and common unit partners and preferred unitholders (322,007 ) — — — — (322,007 ) Distributions to noncontrolling interest owners — — — (35,720 ) — (35,720 ) Common unit repurchases and cancellations (17,680 ) — — — — (17,680 ) Taxes paid on behalf of equity incentive plan participants — — (19,395 ) — — (19,395 ) Net changes in advances with consolidated entities 462,456 — (459,553 ) (3,167 ) 264 — Other — — (43 ) (29 ) — (72 ) Net cash provided by (used in) financing activities-continuing operations 72,080 — 15,804 (4,445 ) 264 83,703 Net cash used in financing activities-discontinued operations — — (2,928 ) (70 ) — (2,998 ) Net cash provided by (used in) financing activities 72,080 — 12,876 (4,515 ) 264 80,705 Net decrease in cash and cash equivalents (3,366 ) — (6,681 ) (311 ) — (10,358 ) Cash and cash equivalents, beginning of period 29,115 — 4,980 799 — 34,894 Cash and cash equivalents, end of period $ 25,749 $ — $ (1,701 ) $ 488 $ — $ 24,536 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not 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 consolidated financial statements. |
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 consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in business combinations, the fair value of derivative instruments, 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 long-lived assets and goodwill, 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 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 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 within revenues in our 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. |
Cost of Sales | Cost of Sales We include all costs we incur to acquire products, including the costs of purchasing, terminaling, and transporting inventory, prior to delivery to our customers, in cost of sales. Cost of sales excludes depreciation of our property, plant and equipment. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization in our consolidated statements of operations includes all depreciation of our property, plant and equipment and amortization of intangible assets other than debt issuance costs, for which the amortization is recorded to interest expense, and certain contract-based intangible assets, for which the amortization is recorded to 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 Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2014 to 2017 generally remain subject to examination by federal, state, and Canadian tax authorities. We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in income in the period that includes the enactment date. A publicly traded partnership is required to generate at least 90% of its gross income (as defined for federal income tax purposes) from certain qualifying sources. Income generated by our taxable corporate subsidiaries is excluded from this qualifying income calculation. Although we routinely generate income outside of our corporate subsidiaries that is non-qualifying, we believe that at least 90% of our gross income has been qualifying income for each of the calendar years since our IPO. 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 consolidated financial statements at March 31, 2018 or 2017 . |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand and time deposits, and funds invested in highly liquid instruments with maturities of three months or less at the date of purchase. At times, certain account balances may exceed federally insured limits. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customer’s creditworthiness as well as general economic conditions. The allowance for doubtful accounts is based on our assessment of the collectibility of customer accounts, which assessment considers the overall creditworthiness of customers and any specific disputes. Accounts receivable are considered past due or delinquent based on contractual terms. We write off accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted. We execute netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a netting agreement is in place and we intend to settle on a net basis. |
Inventories | Inventories Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities Investments we do not 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 consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our 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 net assets of the investee. We consider distributions received from unconsolidated entities which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and are classified as operating activities in our consolidated statements of cash flows. We consider distributions received from unconsolidated entities in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and are classified as investing activities in our consolidated statements of cash flows. |
Variable Interest Entity | Variable Interest Entity Victory Propane was formed as a joint venture in April 2015 by us and an unrelated third party. The business purpose of Victory Propane is to acquire and/or develop retail propane operations in a defined geographic area. In conjunction with the formation of Victory Propane, we agreed to provide Victory Propane a revolving line of credit of $5.0 million and have concluded that Victory Propane is a variable interest entity because the equity of Victory Propane is not sufficient to fund its activities without additional subordinated financial support. |
Property, Plant and Equipment | Property, Plant and Equipment We record property, plant and equipment at cost, less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included in (gain) loss on disposal or impairment of assets, net . We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 5 ). |
Intangible Assets | Intangible Assets Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, pipeline capacity rights, rights-of-way and easements, executory contracts and other agreements, covenants not to compete, and trade names. In addition, we capitalize certain debt issuance costs associated with our revolving credit facilities. We amortize the majority of our intangible assets on a straight-line basis over the estimated useful lives of the assets (see Note 7 ). We amortize debt issuance costs over the terms of the related debt using a method that approximates the effective interest method. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate the carrying value of our long-lived assets (property, plant and equipment and amortizable intangible assets) for potential impairment when events and circumstances warrant such a review. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. In that event, we recognize a loss equal to the amount by which the carrying value exceeds the fair value of the asset group. When we cease to use an acquired trade name, we test the trade name for impairment using the relief from royalty method and we begin amortizing the trade name over its estimated useful life as a defensive asset. See Note 5 and Note 7 for a further discussion of long-lived asset impairments recognized in the consolidated financial statements. We evaluate our equity method investments for impairment when we believe the current fair value may be less than the carrying amount and record an impairment if we believe the decline in value is other than temporary. |
Goodwill | Goodwill Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Business combinations are accounted for using the “acquisition method” (see Note 4 ). We expect that all of our goodwill at March 31, 2018 is deductible for federal income tax purposes. Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant. To perform this assessment, we first consider qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit exceeds its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit does not exceed its carrying amount, we calculate the fair value for the reporting unit and compare the amount to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered to be impaired and the goodwill balance is reduced by the difference between the fair value and carrying amount of the reporting unit. Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly affect the outcome of the analysis. The estimates and assumptions we used in the annual goodwill impairment assessment included market participant considerations and future forecasted operating results. Changes in operating results and other assumptions could materially affect these estimates. See Note 6 for a further discussion and analysis of our goodwill impairment assessment. |
Product Exchanges | Product Exchanges Quantities of products receivable or returnable under exchange agreements are reported within prepaid expenses and other current assets and within accrued expenses and other payables in our consolidated balance sheets. We estimate the value of product exchange assets and liabilities based on the weighted-average cost basis of the inventory we have delivered or will deliver on the exchange, plus or minus location differentials. Product exchanges related to the Retail Propane segment have been classified as held for sale within our consolidated balance sheets (see Note 17 ). |
Advance Payments Received from Customers | Advance Payments Received from Customers We record customer advances on product purchases as a current liability in our consolidated balance sheets. Advance payments received from customers related to the Retail Propane segment have been classified as held for sale within our consolidated balance sheets (see Note 17 ). |
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 consolidated balance sheet. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. The redeemable noncontrolling interest is included in liabilities and redeemable noncontrolling interest held for sale in our consolidated balance sheets (see Note 17 ). |
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. Also, as discussed in Note 4 , we made certain adjustments during the year ended March 31, 2018 to our estimates of the acquisition date fair values of the assets acquired and liabilities assumed in business combinations that occurred during the year ended March 31, 2017 . |
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 assets, liabilities, equity, net income, or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 the revenue recognition requirements in Topic 605, “Revenue Recognition”, and most industry-specific guidance. 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. ASU No. 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP. In addition, the standard requires more extensive disaggregated revenue disclosures in interim and annual financial statements. The guidance permits the use of either a full retrospective or a modified retrospective transaction approach. We adopted this standard on April 1, 2018 using the modified retrospective approach. Other than discussed below, the cumulative effect of adopting the new standard was immaterial and related primarily to non-cash consideration received in our Water Solutions segment. Based on our evaluation, we anticipate that from time to time, differences in the timing of revenues earned and our right to invoice customers may create contract assets or liabilities. These differences in timing would be the result of contracts that contain minimum volume commitments and tiered pricing provisions, primarily within our Water Solutions segment. 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 standard. As discussed above under “ Sale of General Partner Interest in TLP,” we deferred a portion of the gain as this transaction was accounted for under the real estate guidance in ASC 360-20, Property, Plant and Equipment and have been amortizing the gain over the life of the lease agreements. ASU No. 2014-09 supersedes the guidance in ASC 360-20 on determining the gain or loss recognized upon the derecognition of nonfinancial assets, including in-substance nonfinancial assets, that are not an output of an entity’s ordinary activities. This guidance is codified in ASC 610-20. ASC 610-20 does not amend or supersede the guidance on how to determine the gain or loss on the derecognition of a subsidiary or group of assets that meets the definition of a business, which is codified in ASC 810-10-40. ASU No. 2017-05 eliminated the scope exception of “in substance real estate” from ASC 810-10-40. Therefore, upon the adoption of ASU No. 2014-09 and ASU No. 2017-05, it was determined that the transaction should be accounted for under the guidance of ASC 810-10-40 and utilizing the modified retrospective approach of adoption, the deferred gain as of March 31, 2018 of $139.3 million will be recognized in the beginning balance of retained earnings as part of our cumulative effect adjustment. |
Equity (Policies)
Equity (Policies) | 12 Months Ended |
Mar. 31, 2018 | |
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. In December 2017, the compensation committee of the board of directors of our general partner decided that the vesting of all future grants would be split so that half of the award will vest in February and the other half will vest in November instead of the entire grant vesting in July, which was the month the units generally vested. In addition, employees with unvested Service Awards were given an option to switch the vesting of their outstanding Service Awards and split the awards to vest in February and November or keep the vesting in July. For example, if an employee elected to change the vesting of their outstanding Service Awards, an award that was originally scheduled to vest in July 2018 would now be split so that half of the award will vest in February 2018 and the other half in November 2018. The Service Awards of individuals that elected to split the vesting are considered to be modified. The impact of the modification was not material to the current or future unit based compensation expense. |
Performance Awards | The fair value of the Performance Awards is estimated using a Monte Carlo simulation at the grant date. The significant inputs used to calculate the fair value of these awards include (i) the price per our common units at the grant date and the beginning of the performance period, (ii) a compounded risk-free interest rate, (iii) our compounded dividend yield, (iv) our historical volatility, (v) the volatility and correlations of our peers and (vi) the remaining performance period. 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 Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of accounts receivable | Our accounts receivable consist of the following at the dates indicated: March 31, 2018 March 31, 2017 Segment Gross Allowance for Net Gross Allowance for Net (in thousands) Crude Oil Logistics $ 404,865 $ — $ 404,865 $ 345,049 $ (3 ) $ 345,046 Water Solutions 59,958 (2,952 ) 57,006 34,335 (2,789 ) 31,546 Liquids 131,006 (20 ) 130,986 94,390 (293 ) 94,097 Refined Products and Renewables 435,136 (1,229 ) 433,907 285,664 (869 ) 284,795 Corporate and Other — — — 74 — 74 Total $ 1,030,965 $ (4,201 ) $ 1,026,764 $ 759,512 $ (3,954 ) $ 755,558 |
Schedule of changes in the allowance for doubtful accounts | Changes in the allowance for doubtful accounts are as follows for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Allowance for doubtful accounts, beginning of period $ (3,954 ) $ (5,963 ) $ (2,748 ) Provision for doubtful accounts (590 ) 1,000 (4,781 ) Write off of uncollectible accounts 343 1,009 1,566 Allowance for doubtful accounts, end of period $ (4,201 ) $ (3,954 ) $ (5,963 ) Amounts in the tables above do not include accounts receivable or allowance for doubtful accounts related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets and the activity has been included within discontinued operations within our consolidated statements of operations (see Note 17 ). |
Schedule of inventories | Inventories consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Crude oil $ 77,351 $ 146,857 Natural gas liquids: Propane 38,910 32,347 Butane 12,613 5,992 Other 6,515 6,035 Refined products: Gasoline 253,286 193,015 Diesel 113,939 96,380 Renewables: Ethanol 38,093 42,009 Biodiesel 10,596 21,410 Total $ 551,303 $ 544,045 Amounts in the table above do not include inventory related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets (see Note 17 ). |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: Ownership Date Acquired March 31, Entity Segment Interest (1) or Formed 2018 2017 (in thousands) Glass Mountain Pipeline, LLC (2) Crude Oil Logistics —% December 2013 $ — $ 172,098 E Energy Adams, LLC (3) Refined Products and Renewables 20% December 2013 15,142 12,952 Water treatment and disposal facility (4) Water Solutions 50% August 2015 2,094 2,147 Victory Propane (5) Corporate and Other 50% April 2015 — 226 Total $ 17,236 $ 187,423 (1) Ownership interest percentages are at March 31, 2018 . (2) On December 22, 2017, we sold our previously held 50% interest in Glass Mountain Pipeline, LLC for net proceeds of $292.1 million and recorded a gain on disposal of $108.6 million during the three months ended December 31, 2017 within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Crude Oil Logistics segment have not been classified as discontinued operations. (3) See Note 18 related to the sale of our interest in E Energy Adams, LLC subsequent to March 31, 2018 . (4) This is an investment in an unincorporated joint venture. (5) As our investment is $0 at March 31, 2018 , our proportionate share of Victory Propane’s losses have been recorded against the loan receivable we have with Victory Propane. On August 14, 2018, we sold our previously held 50% interest in Victory Propane. See Note 13 for a further discussion of the loan receivable and a description of other transactions between us and Victory Propane. Combined summarized financial information for all of our unconsolidated entities is as follows for the dates and periods indicated: Balance sheets: March 31, 2018 2017 (in thousands) Current assets $ 24,431 $ 27,816 Noncurrent assets $ 99,164 $ 291,100 Current liabilities $ 16,787 $ 20,453 Noncurrent liabilities $ 10,620 $ 13,542 Statements of operations: March 31, 2018 2017 2016 (in thousands) Revenues $ 182,820 $ 180,632 $ 273,857 Cost of sales $ 114,890 $ 114,316 $ 107,425 Net income $ 26,438 $ 19,462 $ 46,595 |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Loan receivable (1) $ 29,463 $ 40,684 Line fill (2) 34,897 30,628 Tank bottoms (3) 42,044 42,044 Minimum shipping fees - pipeline commitments (4) 88,757 67,996 Other 49,878 57,068 Total $ 245,039 $ 238,420 (1) Represents the noncurrent portion of 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 product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2018 , line fill consisted of 360,425 barrels of crude oil and 262,000 barrels of propane. At March 31, 2017 , line fill consisted of 427,193 barrels of crude oil. 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 March 31, 2018 and 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 for two contracts. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9 ). Under these contracts, we currently have 2.1 years and 2.5 years , respectively, in which to ship the excess volumes. Amounts in the table above do not include other noncurrent assets related to the Retail Propane segment, as these amounts have been classified as assets held for sale within our consolidated balance sheets (see Note 17 ). |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Accrued compensation and benefits $ 18,033 $ 16,559 Excise and other tax liabilities 40,829 62,201 Derivative liabilities 51,039 27,622 Accrued interest 39,947 44,327 Product exchange liabilities 11,842 1,693 Deferred gain on sale of general partner interest in TLP 30,113 30,113 Other 31,701 15,941 Total $ 223,504 $ 198,456 Amounts in the table above do not include accrued expenses and other payables related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets (see Note 17 ). |
Schedule of future amortization on gain from disposal | Expected amortization of the remaining deferred gain is as follows (in thousands): Year Ending March 31, 2019 $ 30,113 2020 30,113 2021 29,593 2022 26,993 2023 22,494 Total $ 139,306 |
Schedule of redeemable noncontrolling interest | The following table summarizes changes in our redeemable noncontrolling interest in our consolidated balance sheets (in thousands): Balance at March 31, 2016 $ — Transfer of redeemable noncontrolling interest 3,072 Balance at March 31, 2017 3,072 Net income attributable to redeemable noncontrolling interest 1,030 Redeemable noncontrolling interest valuation adjustment 5,825 Balance at March 31, 2018 $ 9,927 |
(Loss) Income Per Common Unit (
(Loss) Income Per Common Unit (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Earnings Per Unit [Abstract] | |
Schedule of weighted average number of units | The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Year Ended March 31, 2018 2017 2016 Weighted average common units outstanding during the period: Common units - Basic 120,991,340 108,091,486 104,838,886 Effect of Dilutive Securities: Performance awards — 173,087 — Warrants — 3,586,048 — Common units - Diluted 120,991,340 111,850,621 104,838,886 For the year ended March 31, 2018 , the Service Awards (as defined herein), Performance Awards (as defined herein), warrants and Class A Preferred Units (as defined herein) were considered antidilutive. For the year ended March 31, 2017, the Class A Preferred Units were considered antidilutive and for the years ended March 31, 2017 , and 2016 , the Service Awards were considered antidilutive. In addition, the Performance Awards were antidilutive for the year ended March 31, 2016 . |
Schedule of (loss) income per common unit | Our (loss) income per common unit is as follows for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands, except unit and per unit amounts) (Loss) income from continuing operations $ (226,385 ) $ 94,802 $ (231,318 ) Less: Continuing operations income attributable to noncontrolling interests (240 ) (6,832 ) (11,832 ) Net (loss) income from continuing operations attributable to NGL Energy Partners LP (226,625 ) 87,970 (243,150 ) Less: Distributions to preferred unitholders (1) (59,697 ) (30,142 ) — Less: Continuing operations net loss (income) allocated to general partner (2) 150 (183 ) (47,575 ) Less: Repurchase of warrants (3) (349 ) — — Net (loss) income from continuing operations allocated to common unitholders $ (286,521 ) $ 57,645 $ (290,725 ) Income from discontinued operations attributable to NGL Energy Partners, net of tax $ 156,780 $ 49,072 $ 44,221 Less: Discontinued operations income attributable to redeemable noncontrolling interests (1,030 ) — — Less: Discontinued operations income allocated to general partner (2) (155 ) (49 ) (45 ) Net income from discontinued operations allocated to common unitholders $ 155,595 $ 49,023 $ 44,176 Net (loss) income allocated to common unitholders $ (130,926 ) $ 106,668 $ (246,549 ) Basic (loss) income per common unit (Loss) income from continuing operations $ (2.37 ) $ 0.53 $ (2.77 ) Income from discontinued operations, net of tax $ 1.29 $ 0.45 $ 0.42 Net (loss) income $ (1.08 ) $ 0.99 $ (2.35 ) Diluted (loss) income per common unit (Loss) income from continuing operations $ (2.37 ) $ 0.52 $ (2.77 ) Income from discontinued operations, net of tax $ 1.29 $ 0.44 $ 0.42 Net (loss) income $ (1.08 ) $ 0.95 $ (2.35 ) Basic weighted average common units outstanding 120,991,340 108,091,486 104,838,886 Diluted weighted average common units outstanding 120,991,340 111,850,621 104,838,886 (1) This amount includes the distribution to preferred unitholders as well as the accretion for the beneficial conversion, as discussed further in Note 10 . (2) Net loss (income) allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights. (3) This amount represents the excess of the repurchase price over the fair value of the warrants, as discussed further in Note 10 . |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Retail Propane Business 2018 Acquisitions Acquisition Accounting In Process | |
Business Acquisition | |
Schedule of the fair values of the assets acquired and liabilities assumed | The following table summarizes the preliminary estimates of the fair values of the assets acquired and liabilities assumed (in thousands): Current assets $ 2,372 Property, plant and equipment 11,370 Goodwill 2,251 Intangible assets 16,765 Current liabilities (1,588 ) Other noncurrent liabilities (291 ) Fair value of net assets acquired $ 30,879 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Our property, plant and equipment consists of the following at the dates indicated: Estimated March 31, Description Useful Lives 2018 2017 (in thousands) Natural gas liquids terminal and storage assets 2-30 years $ 238,487 $ 207,825 Pipeline and related facilities 30-40 years 243,616 248,582 Refined products terminal assets and equipment 15-25 years 6,736 6,736 Vehicles and railcars 3-25 years 121,159 117,377 Water treatment facilities and equipment 3-30 years 601,139 557,100 Crude oil tanks and related equipment 2-30 years 218,588 203,003 Barges and towboats 5-30 years 92,712 91,037 Information technology equipment 3-7 years 30,749 34,662 Buildings and leasehold improvements 3-40 years 147,442 131,234 Land 51,816 40,125 Tank bottoms and line fill (1) 20,118 24,462 Other 3-20 years 11,794 37,481 Construction in progress 77,596 87,476 1,861,952 1,787,100 Accumulated depreciation (343,345 ) (257,657 ) Net property, plant and equipment $ 1,518,607 $ 1,529,443 (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. Amounts in the table above do not include property, plant and equipment and accumulated depreciation related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheet (see Note 17 ). |
Schedule of depreciation expense and capitalized interest expense | The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Depreciation expense $ 100,576 $ 90,474 $ 111,703 Capitalized interest expense $ 182 $ 6,887 $ 4,012 Amounts in the table above do not include depreciation expense and capitalized interest related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). |
Schedule of loss (gain) on sale of assets | We record losses (gains) from the sales of property, plant and equipment and any write-downs in value due to impairment within (gain) loss on disposal or impairment of assets, net in our consolidated statement of operations. The following table summarizes losses (gains) on the disposal or impairment of property, plant and equipment by segment for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Crude Oil Logistics (1) $ (3,144 ) $ 8,124 $ 54,952 Water Solutions 8,117 7,169 1,485 Liquids 639 92 (2,992 ) Refined Products and Renewables 15 91 3,080 Corporate 8 (1 ) — Total $ 5,635 $ 15,475 $ 56,525 (1) Amounts for the year ended March 31, 2018 primarily relate to losses from the disposal of certain assets and the write-down of other assets, offset by a gain related to the sale of excess pipe. Amounts for the year ended March 31, 2017 primarily relate to losses from the sale of certain assets, including excess pipe. Amounts for the year ended March 31, 2016 primarily relate to the write-down of pipe we no longer expected to use in our originally planned pipeline from Colorado to Oklahoma. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill by segment | The following table summarizes changes in goodwill by segment for the periods indicated (in thousands): Crude Oil Water Liquids Refined Total (in thousands) Balances at March 31, 2016 $ 579,846 $ 290,915 $ 266,046 $ 51,127 $ 1,187,934 Revisions to acquisition accounting — (1,110 ) — — (1,110 ) Acquisitions — 9,803 — — 9,803 Adjustment to initial impairment estimate — 124,662 — — 124,662 Balances at March 31, 2017 579,846 424,270 266,046 51,127 1,321,289 Revisions to acquisition accounting (Note 4) — 195 — — 195 Impairment — — (116,877 ) — (116,877 ) Balances at March 31, 2018 $ 579,846 $ 424,465 $ 149,169 $ 51,127 $ 1,204,607 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: March 31, 2018 March 31, 2017 Description Amortizable Lives Gross Carrying Amount Accumulated Amortization Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3-20 years $ 718,763 $ (328,666 ) $ 390,097 $ 733,014 $ (271,457 ) $ 461,557 Customer commitments 10 years 310,000 (43,917 ) 266,083 310,000 (12,917 ) 297,083 Pipeline capacity rights 30 years 161,785 (17,045 ) 144,740 161,785 (11,652 ) 150,133 Rights-of-way and easements 1-40 years 63,995 (3,214 ) 60,781 63,402 (2,154 ) 61,248 Executory contracts and other agreements 3-30 years 42,919 (15,424 ) 27,495 29,036 (20,457 ) 8,579 Non-compete agreements 2-32 years 5,465 (706 ) 4,759 16,190 (9,296 ) 6,894 Trade names 1-10 years — — — 11,705 (11,705 ) — Debt issuance costs (1) 5 years 40,992 (24,593 ) 16,399 38,983 (20,025 ) 18,958 Total amortizable 1,343,919 (433,565 ) 910,354 1,364,115 (359,663 ) 1,004,452 Non-amortizable: Trade names 2,800 — 2,800 2,800 — 2,800 Total non-amortizable 2,800 — 2,800 2,800 — 2,800 Total $ 1,346,719 $ (433,565 ) $ 913,154 $ 1,366,915 $ (359,663 ) $ 1,007,252 (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 $9.7 million in debt issuance costs related to the February 2017 amendment and restatement of our Credit Agreement (as defined herein). Amounts in the table above do not include intangible assets and accumulated amortization related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets (see Note 17 ). |
Schedule of indefinite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: March 31, 2018 March 31, 2017 Description Amortizable Lives Gross Carrying Amount Accumulated Amortization Net Gross Carrying Accumulated Net (in thousands) Amortizable: Customer relationships 3-20 years $ 718,763 $ (328,666 ) $ 390,097 $ 733,014 $ (271,457 ) $ 461,557 Customer commitments 10 years 310,000 (43,917 ) 266,083 310,000 (12,917 ) 297,083 Pipeline capacity rights 30 years 161,785 (17,045 ) 144,740 161,785 (11,652 ) 150,133 Rights-of-way and easements 1-40 years 63,995 (3,214 ) 60,781 63,402 (2,154 ) 61,248 Executory contracts and other agreements 3-30 years 42,919 (15,424 ) 27,495 29,036 (20,457 ) 8,579 Non-compete agreements 2-32 years 5,465 (706 ) 4,759 16,190 (9,296 ) 6,894 Trade names 1-10 years — — — 11,705 (11,705 ) — Debt issuance costs (1) 5 years 40,992 (24,593 ) 16,399 38,983 (20,025 ) 18,958 Total amortizable 1,343,919 (433,565 ) 910,354 1,364,115 (359,663 ) 1,004,452 Non-amortizable: Trade names 2,800 — 2,800 2,800 — 2,800 Total non-amortizable 2,800 — 2,800 2,800 — 2,800 Total $ 1,346,719 $ (433,565 ) $ 913,154 $ 1,366,915 $ (359,663 ) $ 1,007,252 (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 $9.7 million in debt issuance costs related to the February 2017 amendment and restatement of our Credit Agreement (as defined herein). Amounts in the table above do not include intangible assets and accumulated amortization related to the Retail Propane segment, as these amounts have been classified as held for sale within our consolidated balance sheets (see Note 17 ). |
Schedule of amortization expense | Amortization expense is as follows for the periods indicated: Year Ended March 31, Recorded In 2018 2017 2016 (in thousands) Depreciation and amortization $ 108,444 $ 89,765 $ 81,229 Cost of sales 6,099 6,828 6,700 Interest expense 4,568 4,471 8,942 Total $ 119,111 $ 101,064 $ 96,871 Amounts in the table above do not include amortization expense related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). |
Schedule of expected amortization of intangible assets | Expected amortization of our intangible assets is as follows (in thousands): Year Ending March 31, 2019 $ 114,832 2020 112,974 2021 100,966 2022 86,474 2023 77,033 Thereafter 418,075 Total $ 910,354 Amounts in the table above do not include expected amortization related to the Retail Propane segment, as the intangible assets have been classified within assets held for sale within our consolidated balance sheet (see Note 17 ). |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Long-Term Debt | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: March 31, 2018 March 31, 2017 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ — $ — $ — $ — $ — $ — Working capital borrowings 969,500 — 969,500 814,500 — 814,500 Senior secured notes — — — 250,000 (4,559 ) 245,441 Senior unsecured notes: 5.125% Notes due 2019 353,424 (1,653 ) 351,771 379,458 (3,191 ) 376,267 6.875% Notes due 2021 367,048 (4,499 ) 362,549 367,048 (5,812 ) 361,236 7.500% Notes due 2023 615,947 (8,542 ) 607,405 700,000 (11,329 ) 688,671 6.125% Notes due 2025 389,135 (5,951 ) 383,184 500,000 (8,567 ) 491,433 Other long-term debt 5,977 — 5,977 6,837 — 6,837 2,701,031 (20,645 ) 2,680,386 3,017,843 (33,458 ) 2,984,385 Less: Current maturities 646 — 646 25,859 — 25,859 Long-term debt $ 2,700,385 $ (20,645 ) $ 2,679,740 $ 2,991,984 $ (33,458 ) $ 2,958,526 (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. Amounts in the table above do not include long-term debt related to the Retail Propane segment, as these amounts have been classified as liabilities held for sale within our consolidated balance sheets (see Note 17 ). |
Schedule of future amortization expense of debt issuance costs | Expected amortization of debt issuance costs is as follows (in thousands): Year Ending March 31, 2019 $ 4,945 2020 4,031 2021 3,658 2022 3,076 2023 2,388 Thereafter 2,547 Total $ 20,645 |
Schedule of financial covenants in Credit Agreement | The following table summarizes the debt covenant levels specified in the Credit Agreement as of March 31, 2018 (as modified on May 24, 2018): Senior Secured Interest Total Leverage Period Beginning Leverage Ratio (1) Leverage Ratio (1) Coverage Ratio (2) Indebtedness Ratio (1) March 31, 2018 4.75 3.25 2.50 — December 31, 2018 4.75 3.25 2.75 — March 31, 2019 and thereafter 4.50 3.25 2.75 6.50 (1) Represents the maximum ratio for the period presented. (2) 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 March 31, 2018 : Year Ending March 31, Revolving Senior Unsecured Notes Other Long-Term Debt Total (in thousands) 2019 $ — $ — $ 646 $ 646 2020 — 353,424 648 354,072 2021 — — 4,683 4,683 2022 969,500 367,048 — 1,336,548 2023 — — — — Thereafter — 1,005,082 — 1,005,082 Total $ 969,500 $ 1,725,554 $ 5,977 $ 2,701,031 Amounts in the table above do not include long-term debt related to the Retail Propane segment, as these amounts have been classified as liabilities held for sale within our consolidated balance sheets (see Note 17 ). |
Senior unsecured notes | |
Long-Term Debt | |
Schedule of repurchases | The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) 2019 Notes Notes repurchased $ 26,034 $ 9,009 $ 11,533 Cash paid (excluding payments of accrued interest) $ 26,002 $ 7,099 $ 6,972 (Loss) gain on early extinguishment of debt (1) $ (140 ) $ 1,759 $ 4,483 2021 Notes Notes repurchased $ — $ 21,241 $ 61,711 Cash paid (excluding payments of accrued interest) $ — $ 14,094 $ 36,449 Gain on early extinguishment of debt (2) $ — $ 6,748 $ 24,049 2023 Notes Notes repurchased $ 84,053 $ — $ — Cash paid (excluding payments of accrued interest) $ 83,967 $ — $ — Loss on early extinguishment of debt (3) $ (1,136 ) $ — $ — 2025 Notes Notes repurchased $ 110,865 $ — $ — Cash paid (excluding payments of accrued interest) $ 107,050 $ — $ — Gain on early extinguishment of debt (4) $ 2,046 $ — $ — (1) (Loss) gain on the early extinguishment of debt for the 2019 Notes during the years ended March 31, 2018 , 2017 and 2016 is inclusive of the write off of debt issuance costs of $0.2 million , $0.2 million and $0.1 million , respectively. The (loss) gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (2) Gain on the early extinguishment of debt for the 2021 Notes during the years ended March 31, 2017 and 2016 is inclusive of the write off of debt issuance costs of $0.4 million and $1.2 million , respectively. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (3) Loss on the early extinguishment of debt for the 2023 Notes during the year ended March 31, 2018 is inclusive of the write off of debt issuance costs of $1.2 million . The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (4) Gain on the early extinguishment of debt for the 2025 Notes during the year ended March 31, 2018 is inclusive of the write off of debt issuance costs of $1.8 million . The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. |
Senior secured notes | |
Long-Term Debt | |
Schedule of repurchases | The following table summarizes repurchases of Senior Secured Notes for the period indicated: Year Ended March 31, 2018 Senior Secured Notes Notes repurchased $ 230,500 Cash paid (excluding payments of accrued interest) $ 250,179 Loss on early extinguishment of debt (1) $ (23,971 ) (1) Loss on the early extinguishment of debt for the Senior Secured Notes during the year ended March 31, 2018 is inclusive of the write-off of debt issuance costs of $4.3 million . The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
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 consolidated balance sheets (in thousands): Balance at March 31, 2016 $ 5,574 Liabilities incurred 1,703 Liabilities assumed in acquisitions 406 Liabilities settled (19 ) Accretion expense 517 Balance at March 31, 2017 8,181 Liabilities incurred 592 Liabilities assumed in acquisitions 21 Liabilities settled (549 ) Accretion expense 888 Balance at March 31, 2018 $ 9,133 |
Schedule of future minimum lease payments under contractual commitments | The following table summarizes future minimum lease payments under these agreements at March 31, 2018 (in thousands): Year Ending March 31, 2019 $ 131,044 2020 114,685 2021 98,364 2022 70,242 2023 52,571 Thereafter 44,501 Total $ 511,407 Amounts in the table above do not include operating leases related to the Retail Propane segment (see Note 17 ). |
Schedule of future minimum throughput payments under agreements | The following table summarizes future minimum throughput payments under these agreements at March 31, 2018 (in thousands): Year Ending March 31, 2019 $ 50,201 2020 41,379 Total $ 91,580 |
Schedule of outstanding purchase commitments | At March 31, 2018 , we had the following commodity purchase commitments (in thousands): Crude Oil (1) Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Purchase Commitments: 2019 $ 77,015 1,230 $ 5,616 8,183 Index-Price Commodity Purchase Commitments: 2019 $ 1,403,823 23,559 $ 502,428 582,456 2020 567,987 10,938 — — 2021 453,328 9,330 — — 2022 363,302 7,738 — — 2023 256,327 5,482 — — Thereafter 191,010 4,112 — — Total $ 3,235,777 61,159 $ 502,428 582,456 (1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, we have not entered into corresponding long-term sales contracts for volumes we may not receive. |
Schedule of outstanding sales commitments | At March 31, 2018 , we had the following commodity sale commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Sale Commitments: 2019 $ 77,132 1,230 $ 26,140 30,917 2020 — — 356 415 2021 — — 28 30 Total $ 77,132 1,230 $ 26,524 31,362 Index-Price Commodity Sale Commitments: 2019 $ 1,261,876 20,262 $ 438,577 413,866 2020 94,660 1,599 2,022 2,253 Total $ 1,356,536 21,861 $ 440,599 416,119 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our common units for the last three fiscal years: Date Declared Record Date Date Paid Amount Per Unit Amount Paid to Limited Partners Amount Paid to General Partner (in thousands) April 24, 2015 May 5, 2015 May 15, 2015 $ 0.6250 $ 59,651 $ 13,446 July 23, 2015 August 3, 2015 August 14, 2015 $ 0.6325 $ 66,248 $ 15,483 October 22, 2015 November 3, 2015 November 13, 2015 $ 0.6400 $ 67,313 $ 16,277 January 21, 2016 February 3, 2016 February 15, 2016 $ 0.6400 $ 67,310 $ 16,279 April 21, 2016 May 3, 2016 May 13, 2016 $ 0.3900 $ 40,626 $ 70 July 22, 2016 August 4, 2016 August 12, 2016 $ 0.3900 $ 41,146 $ 71 October 20, 2016 November 4, 2016 November 14, 2016 $ 0.3900 $ 41,907 $ 72 January 19, 2017 February 3, 2017 February 14, 2017 $ 0.3900 $ 42,923 $ 74 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 $ 47,460 $ 81 October 19, 2017 November 6, 2017 November 14, 2017 $ 0.3900 $ 47,000 $ 81 January 23, 2018 February 6, 2018 February 14, 2018 $ 0.3900 $ 47,223 $ 81 April 24, 2018 May 7, 2018 May 15, 2018 $ 0.3900 $ 47,374 $ 82 |
Schedule of equivalent units not eligible to receive distributions | The following table summarizes the number of equivalent units that were not eligible to receive a distribution on each of the record dates: Record Date Equivalent Units May 5, 2015 8,352,902 February 3, 2016 223,077 |
Service awards | |
Equity | |
Schedule of awards activity | The following table summarizes the Service Award activity during the years ended March 31, 2018 , 2017 and 2016 : Unvested Service Award units at March 31, 2015 2,260,400 Units granted 1,484,412 Units vested and issued (844,626 ) Units withheld for employee taxes (464,054 ) Units forfeited (139,000 ) Unvested Service Award units at March 31, 2016 2,297,132 Units granted 3,124,600 Units vested and issued (2,350,082 ) Units forfeited (363,150 ) Unvested Service Award units at March 31, 2017 2,708,500 Units granted 1,964,911 Units vested and issued (2,260,011 ) Units forfeited (134,525 ) Unvested Service Award units at March 31, 2018 2,278,875 |
Schedule of scheduled vesting of awards | The following table summarizes the scheduled vesting of our unvested Service Award units at March 31, 2018 : Year Ending March 31, Number of Units 2019 935,975 2020 969,475 2021 373,425 Total 2,278,875 |
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 March 31, 2018 (in thousands): Year Ending March 31, 2019 $ 12,473 2020 6,644 2021 2,081 Total $ 21,198 |
Performance awards | |
Equity | |
Schedule of awards activity | The following table summarizes the Performance Award activity during the years ended March 31, 2018 , 2017 and 2016 : Unvested Performance Award units at March 31, 2015 — Units granted 1,041,073 Units vested and issued (349,691 ) Units forfeited (54,000 ) Unvested Performance Award units at March 31, 2016 637,382 Units granted 932,309 Units forfeited (380,691 ) Unvested Performance Award units at March 31, 2017 1,189,000 Units granted 224,000 Units forfeited (496,000 ) Unvested Performance Award units at March 31, 2018 917,000 |
Schedule of estimated equity-based expense to be recorded on the awards granted | The following table summarizes the estimated future expense we expect to record on the unvested Performance Award units at March 31, 2018 (in thousands): Year Ending March 31, 2019 $ 4,200 2020 1,987 2021 406 Total $ 6,593 |
Schedule of performance measurement period for each tranche | As of March 31, 2018 , performance will be measured over the following periods: Vesting Date of Tranche Performance Period for Tranche July 1, 2018 July 1, 2015 through June 30, 2018 July 1, 2019 July 1, 2016 through June 30, 2019 July 1, 2020 July 1, 2017 through June 30, 2020 |
Schedule of percentage of the maximum performance award units that will vest depending on the percentage of entities in the Index that NGL outperforms | The following table summarizes the percentage of the maximum Performance Award units that will vest depending on the percentage of entities in the Index that NGL outperforms: Our Relative Total Unitholder Return Percentile Ranking Payout (% of Target Units) Less than 50th percentile 0% Between the 50th and 75th percentile 50%–100% Between the 75th and 90th percentile 100%–200% Above the 90th percentile 200% |
Class A Convertible Preferred Units | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our Class A Preferred Units during the last two fiscal years: Date Declared Date Paid Amount Paid to Class A (in thousands) July 22, 2016 August 12, 2016 $ 1,795 October 20, 2016 November 14, 2016 $ 6,449 January 19, 2017 February 14, 2017 $ 6,449 April 24, 2017 May 15, 2017 $ 6,449 July 20, 2017 August 14, 2017 $ 6,449 October 19, 2017 November 14, 2017 $ 6,449 January 23, 2018 February 14, 2018 $ 6,449 April 24, 2018 May 15, 2018 $ 6,449 |
Class B Perpetual Preferred Units | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our Class B Preferred Units during the last fiscal year: Date Declared Record Date Date Paid Amount Paid to Class B (in thousands) September 18, 2017 September 29, 2017 October 16, 2017 $ 5,670 December 19, 2017 December 29, 2017 January 15, 2018 $ 4,725 March 19, 2018 April 2, 2018 April 16, 2018 $ 4,725 |
TLP | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared by TLP through February 1, 2016, the date TLP was deconsolidated: Date Declared Record Date Date Paid Amount Amount Paid Amount Paid To (in thousands) April 13, 2015 April 30, 2015 May 7, 2015 $ 0.6650 $ 4,007 $ 8,617 July 13, 2015 July 31, 2015 August 7, 2015 $ 0.6650 $ 4,007 $ 8,617 October 12, 2015 October 30, 2015 November 6, 2015 $ 0.6650 $ 4,007 $ 8,617 January 19, 2016 January 29, 2016 February 8, 2016 $ 0.6700 $ 4,104 $ 8,681 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
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 consolidated balance sheet at the dates indicated: March 31, 2018 March 31, 2017 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 5,093 $ (20,186 ) $ 2,590 $ (21,113 ) Level 2 measurements 48,752 (54,410 ) 38,729 (27,799 ) 53,845 (74,596 ) 41,319 (48,912 ) Netting of counterparty contracts (1) (2,922 ) 2,922 (1,508 ) 1,508 Net cash collateral (held) provided (1,762 ) 17,263 (1,035 ) 19,604 Commodity derivatives $ 49,161 $ (54,411 ) $ 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 consolidated balance sheets | The following table summarizes the accounts that include our commodity derivative assets and liabilities in our consolidated balance sheets at the dates indicated: March 31, 2018 2017 (in thousands) Prepaid expenses and other current assets $ 49,161 $ 38,711 Other noncurrent assets — 65 Accrued expenses and other payables (51,039 ) (27,622 ) Other noncurrent liabilities (3,372 ) (178 ) Net commodity derivative (liability) asset $ (5,250 ) $ 10,976 |
Schedule 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 March 31, 2018: Cross-commodity (1) April 2018–March 2019 155 $ (430 ) Crude oil fixed-price (2) April 2018–December 2019 (1,376 ) (8,960 ) Crude oil index (2) April 2018–April 2018 (10 ) (6 ) Propane fixed-price (2) April 2018–February 2019 14 1,849 Refined products fixed-price (2) April 2018–January 2020 (5,419 ) (17,081 ) Refined products index (2) April 2018–April 2018 (4 ) (17 ) Other April 2018–March 2022 3,894 (20,751 ) Net cash collateral provided 15,501 Net commodity derivative liability $ (5,250 ) At March 31, 2017: Crude oil fixed-price (2) April 2017–May 2017 (800 ) $ (55 ) Propane fixed-price (2) October 2018–December 2018 220 1,082 Refined products fixed-price (2) April 2017–January 2019 (4,682 ) (7,729 ) Refined products index (2) 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 purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different commodity price indices. These contracts are derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price. (2) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. Amounts in the table above do not include commodity derivative contract positions related to the Retail Propane segment, as these amounts have been classified as assets held for sale within our consolidated balance sheets (see Note 17 ). |
Schedule of net (losses) gains from commodity derivatives | The following table summarizes the net (losses) gains recorded from our commodity derivatives to cost of sales in our consolidated statements of operations for the periods indicated (in thousands): Year Ended March 31, 2018 $ (116,604 ) 2017 $ (55,978 ) 2016 $ 102,442 Amounts in the table above do not include net (losses) gains from our commodity derivatives related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair values estimates of our fixed-rate notes at March 31, 2018 (in thousands): Senior Unsecured Notes: 2019 Notes $ 353,208 2021 Notes $ 366,819 2023 Notes $ 618,072 2025 Notes $ 370,651 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
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. The table below does not include amounts related to the Retail Propane segment, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 17 ). Year Ended March 31, 2018 2017 2016 (in thousands) Revenues: Crude Oil Logistics: Crude oil sales $ 2,151,203 $ 1,603,667 $ 3,170,891 Crude oil transportation and other 122,786 70,027 55,882 Elimination of intersegment sales (13,914 ) (6,810 ) (9,694 ) Total Crude Oil Logistics revenues 2,260,075 1,666,884 3,217,079 Water Solutions: Service fees 149,114 110,049 136,710 Recovered hydrocarbons 58,948 31,103 41,090 Other revenues 21,077 18,449 7,201 Total Water Solutions revenues 229,139 159,601 185,001 Liquids: Propane sales 1,203,486 807,172 618,919 Butane sales 562,066 391,265 317,994 Other product sales 432,570 308,031 302,181 Other revenues 22,548 32,648 35,943 Elimination of intersegment sales (4,685 ) (1,944 ) (1,045 ) Total Liquids revenues 2,215,985 1,537,172 1,273,992 Refined Products and Renewables: Refined products sales 11,827,222 8,884,976 6,294,008 Renewables sales 373,669 447,232 390,753 Service fees 300 10,963 108,221 Elimination of intersegment sales (268 ) (469 ) (870 ) Total Refined Products and Renewables revenues 12,200,923 9,342,702 6,792,112 Corporate and Other 1,174 844 462 Total revenues $ 16,907,296 $ 12,707,203 $ 11,468,646 Depreciation and Amortization: Crude Oil Logistics $ 80,387 $ 54,144 $ 39,363 Water Solutions 98,623 101,758 91,685 Liquids 24,937 19,163 15,642 Refined Products and Renewables 1,294 1,562 40,861 Corporate and Other 3,779 3,612 5,381 Total depreciation and amortization $ 209,020 $ 180,239 $ 192,932 Operating Income (Loss): Crude Oil Logistics $ 122,904 $ (17,475 ) $ (40,745 ) Water Solutions (24,231 ) 44,587 (313,673 ) Liquids (93,113 ) 43,252 76,173 Refined Products and Renewables 56,740 222,546 226,951 Corporate and Other (79,474 ) (86,985 ) (97,405 ) Total operating (loss) income $ (17,174 ) $ 205,925 $ (148,699 ) |
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. Year Ended March 31, 2018 2017 2016 (in thousands) Crude Oil Logistics $ 36,762 $ 168,053 $ 447,952 Water Solutions 102,261 109,008 243,308 Liquids 25,023 66,864 50,533 Refined Products and Renewables — 42,175 25,147 Corporate and Other 1,472 2,825 15,172 Total $ 165,518 $ 388,925 $ 782,112 |
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: March 31, 2018 2017 (in thousands) Long-lived assets, net: Crude Oil Logistics $ 1,638,558 $ 1,724,805 Water Solutions 1,256,143 1,261,944 Liquids (1) 501,302 619,204 Refined Products and Renewables 208,849 215,637 Corporate and Other 31,516 36,394 Total $ 3,636,368 $ 3,857,984 (1) Includes $0.6 million and $0.7 million of non-US long-lived assets at March 31, 2018 and 2017 , respectively. March 31, 2018 2017 (in thousands) Total assets: Crude Oil Logistics $ 2,285,813 $ 2,538,768 Water Solutions 1,323,171 1,301,415 Liquids (1) 717,690 767,597 Refined Products and Renewables 1,204,633 988,073 Corporate and Other 102,211 105,106 Assets Held for Sale 517,604 619,420 Total $ 6,151,122 $ 6,320,379 (1) Includes $27.5 million and $7.9 million of non-US total assets at March 31, 2018 and 2017 , respectively. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
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: Year Ended March 31, 2018 2017 2016 (in thousands) Sales to SemGroup $ 606 $ 3,866 $ 43,825 Purchases from SemGroup $ 5,034 $ 12,254 $ 53,209 Sales to equity method investees $ 294 $ 692 $ 14,836 Purchases from equity method investees $ 66,820 $ 121,336 $ 113,780 Sales to entities affiliated with management $ 268 $ 290 $ 318 Purchases from entities affiliated with management $ 3,870 $ 15,209 $ 45,197 |
Schedule of accounts receivable from affiliates | Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Receivables from SemGroup $ 49 $ 6,668 Receivables from NGL Energy Holdings LLC 4,693 — Receivables from equity method investees 6 15 Receivables from entities affiliated with management 24 26 Total $ 4,772 $ 6,709 Amounts in the table above do not include accounts receivable from affiliates related to the Retail Propane segment, as these amounts have been classified as assets held for sale within our consolidated balance sheets (see Note 17 ). |
Schedule of accounts payable to affiliates | Accounts payable to affiliates consist of the following at the dates indicated: March 31, 2018 2017 (in thousands) Payables to SemGroup $ — $ 6,571 Payables to equity method investees 8 1,306 Payables to entities affiliated with management 1,246 41 Total $ 1,254 $ 7,918 |
Schedule of capital expenditures | The allocation of the consideration was as follows: Current assets $ 276 Property, plant and equipment 1,366 Intangible assets (customer relationships) 4,782 Fair value of net assets acquired $ 6,424 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of summarized unaudited quarterly financial data | The following tables summarize our unaudited quarterly financial data. The computation of net income (loss) per common unit is done separately by quarter and year. The total of net income (loss) per common unit of the individual quarters may not equal net income (loss) per common unit for the year, due primarily to the income allocation between the general partner and limited partners and variations in the weighted average units outstanding used in computing such amounts. Our Retail Propane segment’s business (included within discontinued operations, see Note 17 ) is seasonal due to weather conditions in our service areas. Its results are affected by winter heating season requirements, which generally results in net income during the period from October through March of each year and either net losses or lower net income during the period from April through September of each year. Our Liquids segment is also subject to seasonal fluctuations, as demand for propane and butane is typically higher during the winter months. Our operating revenues from our other segments are less weather sensitive. Additionally, the acquisitions described in Note 4 impact the comparability of the quarterly information within the year, and year to year. Quarter Ended Year Ended June 30, 2017 September 30, 2017 December 31, 2017 March 31, 2018 March 31, 2018 (in thousands, except unit and per unit amounts) Total revenues $ 3,730,705 $ 3,876,676 $ 4,353,783 $ 4,946,132 $ 16,907,296 Total cost of sales $ 3,628,683 $ 3,757,450 $ 4,235,867 $ 4,790,641 $ 16,412,641 Net (loss) income $ (63,707 ) $ (173,579 ) $ 56,769 $ 110,912 $ (69,605 ) Net (loss) income attributable to NGL Energy Partners LP $ (63,362 ) $ (173,371 ) $ 56,256 $ 109,602 $ (70,875 ) Basic (loss) income per common unit $ (0.61 ) $ (1.56 ) $ 0.33 $ 0.76 $ (1.08 ) Diluted (loss) income per common unit $ (0.61 ) $ (1.56 ) $ 0.32 $ 0.71 $ (1.08 ) Basic weighted average common units outstanding 120,535,909 121,314,636 120,844,008 121,271,959 120,991,340 Diluted weighted average common units outstanding 120,535,909 121,314,636 124,161,966 146,868,349 120,991,340 Quarter Ended Year Ended June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 March 31, 2017 (in thousands, except unit and per unit amounts) Total revenues $ 2,673,731 $ 3,005,460 $ 3,311,532 $ 3,716,480 $ 12,707,203 Total cost of sales $ 2,553,768 $ 2,919,052 $ 3,201,059 $ 3,554,525 $ 12,228,404 Net income (loss) $ 182,753 $ (66,658 ) $ 1,293 $ 26,486 $ 143,874 Net income (loss) attributable to NGL Energy Partners LP $ 176,920 $ (66,599 ) $ 976 $ 25,745 $ 137,042 Basic income (loss) per common unit $ 1.66 $ (0.71 ) $ (0.07 ) $ 0.14 $ 0.99 Diluted income (loss) per common unit $ 1.38 $ (0.71 ) $ (0.07 ) $ 0.14 $ 0.95 Basic weighted average common units outstanding 104,169,573 106,186,389 107,966,901 114,131,764 108,091,486 Diluted weighted average common units outstanding 128,453,733 106,186,389 107,966,901 120,198,802 111,850,621 |
Assets, Liabilities and Redee_2
Assets, Liabilities and Redeemable Noncontrolling Interest Held for Sale and Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets, Liabilities and Redeemable Noncontrolling Interest Held for Sale and Discontinued Operations | The following table summarizes the major classes of assets, liabilities and redeemable noncontrolling interest classified as held for sale at the dates indicated: March 31, 2018 2017 (in thousands) Assets Held for Sale Cash and cash equivalents $ 4,113 $ 4,438 Accounts receivable-trade, net 45,924 45,049 Accounts receivable-affiliates — 2 Inventories 13,250 17,387 Prepaid expenses and other current assets 2,796 3,399 Property, plant and equipment, net 201,340 260,830 Goodwill 107,951 130,427 Intangible assets, net 141,328 156,704 Other assets 902 1,184 Total assets held for sale $ 517,604 $ 619,420 Liabilities and Redeemable Noncontrolling Interest Held for Sale Accounts payable-trade $ 7,790 $ 7,552 Accrued expenses and other payables 6,583 8,669 Advance payments received from customers 12,842 25,352 Current maturities of long-term debt 2,550 3,731 Long-term debt, net 2,888 4,957 Other liabilities — 30 Redeemable noncontrolling interest 9,927 3,072 Total liabilities and redeemable noncontrolling interest held for sale $ 42,580 $ 53,363 The following table summarizes the results of operations from discontinued operations related to the Retail Propane segment for the periods indicated: Year Ended March 31, 2018 2017 2016 (in thousands) Revenues $ 521,511 $ 413,206 $ 352,977 Cost of sales 269,367 191,589 156,757 Operating expenses 129,789 118,922 104,287 General and administrative expense 11,322 10,761 11,982 Depreciation and amortization 43,692 42,966 35,992 Gain on disposal or impairment of assets, net (88,209 ) (287 ) (137 ) Operating income from discontinued operations 155,550 49,255 44,096 Equity in earnings (loss) of unconsolidated entities 425 (746 ) (528 ) Interest expense (422 ) (484 ) (340 ) Other income, net 1,330 1,052 1,055 Income from discontinued operations before taxes (1) 156,883 49,077 44,283 Income tax expense (103 ) (5 ) (62 ) Income from discontinued operations, net of tax $ 156,780 $ 49,072 $ 44,221 (1) Includes net income attributable to redeemable noncontrolling interest of $1.0 million for the year ended March 31, 2018. |
Consolidating Guarantor and N_2
Consolidating Guarantor and Non-Guarantor Financial Information (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Consolidating Guarantor and Non-Guarantor Financial Information [Abstract] | |
Schedule of Consolidating Balance Sheets | Consolidating Balance Sheet (in Thousands) March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 16,915 $ — $ 3,329 $ 1,850 $ — $ 22,094 Accounts receivable-trade, net of allowance for doubtful accounts — — 1,021,616 5,148 — 1,026,764 Accounts receivable-affiliates — — 4,772 — — 4,772 Inventories — — 550,978 325 — 551,303 Prepaid expenses and other current assets — — 128,311 431 — 128,742 Assets held for sale — — 490,800 26,804 — 517,604 Total current assets 16,915 — 2,199,806 34,558 — 2,251,279 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,371,495 147,112 — 1,518,607 GOODWILL — — 1,127,347 77,260 — 1,204,607 INTANGIBLE ASSETS, net of accumulated amortization — — 829,449 83,705 — 913,154 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 17,236 — — 17,236 NET INTERCOMPANY RECEIVABLES (PAYABLES) 2,110,940 — (2,121,741 ) 10,801 — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 1,703,327 — 244,109 — (1,947,436 ) — LOAN RECEIVABLE-AFFILIATE — — 1,200 — — 1,200 OTHER NONCURRENT ASSETS — — 245,039 — — 245,039 Total assets $ 3,831,182 $ — $ 3,913,940 $ 353,436 $ (1,947,436 ) $ 6,151,122 LIABILITIES AND EQUITY CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: Accounts payable-trade $ — $ — $ 850,607 $ 2,232 $ — $ 852,839 Accounts payable-affiliates 1 — 1,253 — — 1,254 Accrued expenses and other payables 41,104 — 181,115 1,285 — 223,504 Advance payments received from customers — — 4,507 3,867 — 8,374 Current maturities of long-term debt — — 646 — — 646 Liabilities and redeemable noncontrolling interest held for sale — — 30,066 12,514 — 42,580 Total current liabilities and redeemable noncontrolling interest 41,105 — 1,068,194 19,898 — 1,129,197 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,704,909 — 974,831 — — 2,679,740 OTHER NONCURRENT LIABILITIES — — 167,588 5,926 — 173,514 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 82,576 — — — — 82,576 EQUITY: Partners’ equity 2,002,592 — 1,704,896 327,858 (2,030,939 ) 2,004,407 Accumulated other comprehensive loss — — (1,569 ) (246 ) — (1,815 ) Noncontrolling interests — — — — 83,503 83,503 Total equity 2,002,592 — 1,703,327 327,612 (1,947,436 ) 2,086,095 Total liabilities and equity $ 3,831,182 $ — $ 3,913,940 $ 353,436 $ (1,947,436 ) $ 6,151,122 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 $ — $ 73 $ 1,496 $ — $ 7,826 Accounts receivable-trade, net of allowance for doubtful accounts — — 752,734 2,824 — 755,558 Accounts receivable-affiliates — — 6,709 — — 6,709 Inventories — — 544,045 — — 544,045 Prepaid expenses and other current assets — — 99,416 378 — 99,794 Assets held for sale — — 592,080 27,340 — 619,420 Total current assets 6,257 — 1,995,057 32,038 — 2,033,352 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,477,804 51,639 — 1,529,443 GOODWILL — — 1,309,049 12,240 — 1,321,289 INTANGIBLE ASSETS, net of accumulated amortization — — 1,000,505 6,747 — 1,007,252 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 — — 238,252 168 — 238,420 Total assets $ 4,409,145 $ — $ 3,850,699 $ 86,291 $ (2,025,756 ) $ 6,320,379 LIABILITIES AND EQUITY CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: Accounts payable-trade $ — $ — $ 650,290 $ 179 $ — $ 650,469 Accounts payable-affiliates 1 — 7,907 10 — 7,918 Accrued expenses and other payables 42,150 — 155,622 684 — 198,456 Advance payments received from customers — — 10,592 — — 10,592 Current maturities of long-term debt 25,000 — 859 — — 25,859 Liabilities and redeemable noncontrolling interest held for sale — — 46,966 6,397 — 53,363 Total current liabilities and redeemable noncontrolling interest 67,151 — 872,236 7,270 — 946,657 LONG-TERM DEBT, net of debt issuance costs and current maturities 2,138,048 — 820,478 — — 2,958,526 OTHER NONCURRENT LIABILITIES — — 179,827 4,677 — 184,504 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 63,890 — — — — 63,890 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 Consolidating Statements of Operations | Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 16,888,834 $ 19,954 $ (1,492 ) $ 16,907,296 COST OF SALES — — 16,412,642 1,491 (1,492 ) 16,412,641 OPERATING COSTS AND EXPENSES: Operating — — 194,048 7,020 — 201,068 General and administrative — — 97,552 577 — 98,129 Depreciation and amortization — — 198,119 10,901 — 209,020 (Gain) loss on disposal or impairment of assets, net — — (133,979 ) 116,875 — (17,104 ) Revaluation of liabilities — — 20,124 592 — 20,716 Operating Income (Loss) — — 100,328 (117,502 ) — (17,174 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 7,539 — — 7,539 Interest expense (142,159 ) — (56,988 ) (46 ) 45 (199,148 ) Loss on early extinguishment of liabilities, net (23,201 ) — — — — (23,201 ) Other income, net — — 7,753 19 (819 ) 6,953 (Loss) Income From Continuing Operations Before Income Taxes (165,360 ) — 58,632 (117,529 ) (774 ) (225,031 ) INCOME TAX EXPENSE — — (1,354 ) — — (1,354 ) EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES 94,485 — (116,224 ) — 21,739 — Loss From Continuing Operations (70,875 ) — (58,946 ) (117,529 ) 20,965 (226,385 ) Income From Discontinued Operations, Net of Tax — — 153,431 2,575 774 156,780 Net (Loss) Income (70,875 ) — 94,485 (114,954 ) 21,739 (69,605 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (240 ) (240 ) LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS (1,030 ) (1,030 ) NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ (70,875 ) $ — $ 94,485 $ (114,954 ) $ 20,469 $ (70,875 ) Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 12,688,354 $ 19,639 $ (790 ) $ 12,707,203 COST OF SALES — — 12,228,661 533 (790 ) 12,228,404 OPERATING COSTS AND EXPENSES: Operating — — 182,476 6,527 — 189,003 General and administrative — — 105,402 403 — 105,805 Depreciation and amortization — — 172,798 7,441 — 180,239 Gain on disposal or impairment of assets, net — — (208,890 ) — — (208,890 ) Revaluation of liabilities — — 6,305 412 — 6,717 Operating Income — — 201,602 4,323 — 205,925 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 3,830 — — 3,830 Revaluation of investments — — (14,365 ) — — (14,365 ) Interest expense (91,259 ) — (58,607 ) (174 ) 46 (149,994 ) Gain on early extinguishment of liabilities, net 8,507 — 16,220 — — 24,727 Other income, net — — 27,205 — (593 ) 26,612 (Loss) Income From Continuing Operations Before Income Taxes (82,752 ) — 175,885 4,149 (547 ) 96,735 INCOME TAX EXPENSE — — (1,933 ) — — (1,933 ) EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES 219,794 — (1,336 ) — (218,458 ) — Income From Continuing Operations 137,042 — 172,616 4,149 (219,005 ) 94,802 Income From Discontinued Operations, Net of Tax — — 47,178 1,347 547 49,072 Net Income 137,042 — 219,794 5,496 (218,458 ) 143,874 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (6,832 ) (6,832 ) NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ 137,042 $ — $ 219,794 $ 5,496 $ (225,290 ) $ 137,042 Consolidating Statement of Operations (in Thousands) Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 11,329,210 $ 169,987 $ (30,551 ) $ 11,468,646 COST OF SALES — — 10,768,634 23,510 (30,351 ) 10,761,793 OPERATING COSTS AND EXPENSES: Operating — — 227,260 69,771 (200 ) 296,831 General and administrative — — 110,639 16,920 — 127,559 Depreciation and amortization — — 149,158 43,774 — 192,932 Loss on disposal or impairment of assets, net — — 303,559 17,344 — 320,903 Revaluation of liabilities — — (82,673 ) — — (82,673 ) Operating Loss — — (147,367 ) (1,332 ) — (148,699 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 4,902 11,747 — 16,649 Interest expense (43,493 ) — (82,045 ) (7,257 ) 46 (132,749 ) Gain on early extinguishment of liabilities, net — — 28,532 — — 28,532 Other income, net — — 4,536 295 (310 ) 4,521 (Loss) Income From Continuing Operations Before Income Taxes (43,493 ) — (191,442 ) 3,453 (264 ) (231,746 ) INCOME TAX BENEFIT (EXPENSE) — — 635 (207 ) — 428 EQUITY IN NET LOSS FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES (155,436 ) — (7,011 ) — 162,447 — (Loss) Income From Continuing Operations (198,929 ) — (197,818 ) 3,246 162,183 (231,318 ) Income From Discontinued Operations, Net of Tax — — 42,382 1,575 264 44,221 Net (Loss) Income (198,929 ) — (155,436 ) 4,821 162,447 (187,097 ) LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (11,832 ) (11,832 ) NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP $ (198,929 ) $ — $ (155,436 ) $ 4,821 $ 150,615 $ (198,929 ) |
Schedule of Consolidating Statements of Comprehensive Income (Loss) | Consolidating Statements of Comprehensive Income (Loss) (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (70,875 ) $ — $ 94,485 $ (114,954 ) $ 21,739 $ (69,605 ) Other comprehensive inco me (loss) — — 58 (45 ) — 13 Comprehensive (loss) income $ (70,875 ) $ — $ 94,543 $ (114,999 ) $ 21,739 $ (69,592 ) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 137,042 $ — $ 219,794 $ 5,496 $ (218,458 ) $ 143,874 Other comprehensive loss — — (1,626 ) (45 ) — (1,671 ) Comprehensive income $ 137,042 $ — $ 218,168 $ 5,451 $ (218,458 ) $ 142,203 Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net (loss) income $ (198,929 ) $ — $ (155,436 ) $ 4,821 $ 162,447 $ (187,097 ) Other comprehensive loss — — — (48 ) — (48 ) Comprehensive (loss) income $ (198,929 ) $ — $ (155,436 ) $ 4,773 $ 162,447 $ (187,145 ) |
Schedule of Consolidating Statements of Cash Flows | Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (141,967 ) $ — $ 186,959 $ 9,411 $ (774 ) $ 53,629 Net cash provided by operating activities-discontinued operations — — 80,857 3,481 — 84,338 Net cash (used in) provided by operating activities (141,967 ) — 267,816 12,892 (774 ) 137,967 INVESTING ACTIVITIES: Capital expenditures — — (130,760 ) (3,001 ) — (133,761 ) Acquisitions, net of cash acquired — — 3,100 (22,997 ) — (19,897 ) Settlements of commodity derivatives — — (100,405 ) — — (100,405 ) Proceeds from sales of assets — — 33,844 — — 33,844 Proceeds from divestitures of businesses and investments — — 292,112 37,668 — 329,780 Transaction with an unconsolidated entity (Note 13) — — (6,424 ) — — (6,424 ) Investments in unconsolidated entities — — (21,465 ) — — (21,465 ) Distributions of capital from unconsolidated entities — — 11,969 — — 11,969 Repayments on loan for natural gas liquids facility — — 10,052 — — 10,052 Loan to affiliate — — (2,510 ) — — (2,510 ) Repayments on loan to affiliate — — 4,160 — — 4,160 Net cash provided by investing activities-continuing operations — — 93,673 11,670 — 105,343 Net cash provided by (used in) investing activities-discontinued operations — — 165,958 (719 ) — 165,239 Net cash provided by investing activities — — 259,631 10,951 — 270,582 FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 2,434,500 — — 2,434,500 Payments on revolving credit facilities — — (2,279,500 ) — — (2,279,500 ) Repayment and repurchase of senior secured and senior unsecured notes (486,699 ) — — — — (486,699 ) Payments on other long-term debt — — (877 ) — — (877 ) Debt issuance costs (692 ) — (2,008 ) — — (2,700 ) Contributions from noncontrolling interest owners, net — — — 23 — 23 Distributions to general and common unit partners and preferred unitholders (225,067 ) — — — — (225,067 ) 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 (15,817 ) — — — — (15,817 ) Payments for settlement and early extinguishment of liabilities — — (3,408 ) — — (3,408 ) Net changes in advances with consolidated entities 688,718 — (669,452 ) (20,040 ) 774 — Net cash provided by (used in) financing activities-continuing operations 152,625 — (520,745 ) (23,099 ) 774 (390,445 ) Net cash used in financing activities-discontinued operations — — (3,446 ) (390 ) — (3,836 ) Net cash provided by (used in) financing activities 152,625 — (524,191 ) (23,489 ) 774 (394,281 ) Net increase in cash and cash equivalents 10,658 — 3,256 354 — 14,268 Cash and cash equivalents, beginning of period 6,257 — 73 1,496 — 7,826 Cash and cash equivalents, end of period $ 16,915 $ — $ 3,329 $ 1,850 $ — $ 22,094 Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2017 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (749,250 ) $ — $ 635,322 $ 16,675 $ (547 ) $ (97,800 ) Net cash provided by operating activities-discontinued operations — — 67,733 5,029 — 72,762 Net cash (used in) provided by operating activities (749,250 ) — 703,055 21,704 (547 ) (25,038 ) INVESTING ACTIVITIES: Capital expenditures — — (338,569 ) (6,367 ) — (344,936 ) Acquisitions, net of cash acquired — — (41,928 ) — — (41,928 ) Settlements of commodity derivatives — — (37,086 ) — — (37,086 ) Proceeds from sales of assets — — 28,232 — — 28,232 Proceeds from divestitures of businesses and investments — — 112,370 22,000 — 134,370 Investments in unconsolidated entities — — (2,105 ) — — (2,105 ) Distributions of capital from unconsolidated entities — — 9,692 — — 9,692 Repayments on loan for natural gas liquids facility — — 8,916 — — 8,916 Loan to affiliate — — (3,200 ) — — (3,200 ) Repayments on loan to affiliate — — 655 — — 655 Payment to terminate development agreement — — (16,875 ) — — (16,875 ) Net cash (used in) provided by investing activities-continuing operations — — (279,898 ) 15,633 — (264,265 ) Net cash used in investing activities-discontinued operations — — (86,463 ) (12,398 ) — (98,861 ) Net cash (used in) provided by investing activities — — (366,361 ) 3,235 — (363,126 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 1,700,000 — — 1,700,000 Payments on revolving credit facilities — — (2,733,500 ) — — (2,733,500 ) Issuance of senior unsecured notes 1,200,000 — — — — 1,200,000 Repayment and repurchase of senior secured and senior unsecured notes (21,193 ) — — — — (21,193 ) Payments on other long-term debt — — (46,153 ) — — (46,153 ) Debt issuance costs (21,868 ) — (11,690 ) — — (33,558 ) Contributions from general partner 49 — — — — 49 Contributions from noncontrolling interest owners, net — — — 672 — 672 Distributions to general and common unit partners and preferred unitholders (181,581 ) — — — — (181,581 ) Distributions to noncontrolling interest owners — — — (3,292 ) — (3,292 ) Proceeds from sale of preferred units, net of offering costs 234,975 — — — — 234,975 Proceeds from sale of common units, net of offering costs 287,136 — — — — 287,136 Payments for settlement and early extinguishment of liabilities — — (28,468 ) — — (28,468 ) Net changes in advances with consolidated entities (767,760 ) — 788,334 (21,121 ) 547 — Net cash provided by (used in) financing activities-continuing operations 729,758 — (331,477 ) (23,741 ) 547 375,087 Net cash used in financing activities-discontinued operations — — (3,443 ) (190 ) — (3,633 ) Net cash provided by (used in) financing activities 729,758 — (334,920 ) (23,931 ) 547 371,454 Net (decrease) increase in cash and cash equivalents (19,492 ) — 1,774 1,008 — (16,710 ) Cash and cash equivalents, beginning of period 25,749 — (1,701 ) 488 — 24,536 Cash and cash equivalents, end of period $ 6,257 $ — $ 73 $ 1,496 $ — $ 7,826 Consolidating Statement of Cash Flows (in Thousands) Year Ended March 31, 2016 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities-continuing operations $ (75,446 ) $ — $ 253,385 $ 62,430 $ (264 ) $ 240,105 Net cash provided by operating activities-discontinued operations 624 — 110,022 3,513 — 114,159 Net cash (used in) provided by operating activities (74,822 ) — 363,407 65,943 (264 ) 354,264 INVESTING ACTIVITIES: Capital expenditures — — (581,813 ) (57,129 ) — (638,942 ) Acquisitions, net of cash acquired — — (208,864 ) — — (208,864 ) Settlements of commodity derivatives — — 104,924 — — 104,924 Proceeds from sales of assets — — 7,284 — — 7,284 Proceeds from divestitures of businesses and investments — — 343,135 — — 343,135 Investments in unconsolidated entities — — (4,480 ) (6,951 ) — (11,431 ) Distributions of capital from unconsolidated entities — — 11,031 4,761 — 15,792 Loan for natural gas liquids facility — — (3,913 ) — — (3,913 ) Repayments on loan for natural gas liquids facility — — 7,618 — — 7,618 Loan to affiliate — — (15,621 ) — — (15,621 ) Repayments on loan to affiliate — — 1,513 — — 1,513 Net cash used in investing activities-continuing operations — — (339,186 ) (59,319 ) — (398,505 ) Net cash used in investing activities-discontinued operations (624 ) — (43,778 ) (2,420 ) — (46,822 ) Net cash used in investing activities (624 ) — (382,964 ) (61,739 ) — (445,327 ) FINANCING ACTIVITIES: Proceeds from borrowings under revolving credit facilities — — 2,499,000 103,500 — 2,602,500 Payments on revolving credit facilities — — (2,041,500 ) (91,500 ) — (2,133,000 ) Repayment and repurchase of senior secured and senior unsecured notes (43,421 ) — — — — (43,421 ) Proceeds from borrowings under other long-term debt — — 45,873 7,350 — 53,223 Payments on other long-term debt — — (1,834 ) (255 ) — (2,089 ) Debt issuance costs (3,493 ) — (6,744 ) — — (10,237 ) Contributions from general partner 54 — — — — 54 Contributions from noncontrolling interest owners, net (3,829 ) — — 15,376 — 11,547 Distributions to general and common unit partners and preferred unitholders (322,007 ) — — — — (322,007 ) Distributions to noncontrolling interest owners — — — (35,720 ) — (35,720 ) Common unit repurchases and cancellations (17,680 ) — — — — (17,680 ) Taxes paid on behalf of equity incentive plan participants — — (19,395 ) — — (19,395 ) Net changes in advances with consolidated entities 462,456 — (459,553 ) (3,167 ) 264 — Other — — (43 ) (29 ) — (72 ) Net cash provided by (used in) financing activities-continuing operations 72,080 — 15,804 (4,445 ) 264 83,703 Net cash used in financing activities-discontinued operations — — (2,928 ) (70 ) — (2,998 ) Net cash provided by (used in) financing activities 72,080 — 12,876 (4,515 ) 264 80,705 Net decrease in cash and cash equivalents (3,366 ) — (6,681 ) (311 ) — (10,358 ) Cash and cash equivalents, beginning of period 29,115 — 4,980 799 — 34,894 Cash and cash equivalents, end of period $ 25,749 $ — $ (1,701 ) $ 488 $ — $ 24,536 |
Nature of Operations and Orga_2
Nature of Operations and Organization (Details) $ in Thousands | Jul. 10, 2018USD ($) | Mar. 30, 2018USD ($) | Jun. 30, 2018facility | Mar. 31, 2018USD ($)stateterminal | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Nature of Operations and Organization | ||||||
Proceeds from sale of business | $ | $ 896,500 | $ 212,400 | $ 329,780 | $ 134,370 | $ 343,135 | |
Operating segment | ||||||
Nature of Operations and Organization | ||||||
Ownership interest | 50.00% | |||||
Retail Propane Business 2019 Acquisitions Acquisition Accounting In Process | ||||||
Nature of Operations and Organization | ||||||
Number of businesses acquired | facility | 3 | |||||
Liquids | ||||||
Nature of Operations and Organization | ||||||
Number of owned terminals | terminal | 21 | |||||
Retail propane | ||||||
Nature of Operations and Organization | ||||||
Number of states in which entity operates | state | 21 |
Significant Accounting Polici_4
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues [Abstract] | |||
Amortization of contract liabilities to revenues | $ 1.3 | $ 4.9 | $ 5.8 |
Significant Accounting Polici_5
Significant Accounting Policies - Income Taxes (Details) | 12 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Minimum percentage of qualifying income of non-taxable subsidiaries | 90.00% |
Significant Accounting Polici_6
Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | |
Accounts receivable | |||||
Gross Receivable | $ 1,030,965 | $ 759,512 | |||
Allowance for Doubtful Accounts | $ (3,954) | $ (5,963) | $ (2,748) | (4,201) | (3,954) |
Accounts receivable - trade, net of allowance for doubtful accounts | 1,026,764 | 755,558 | |||
Changes in the allowance for doubtful accounts | |||||
Allowance for doubtful accounts, beginning of period | (3,954) | (5,963) | (2,748) | ||
Provision for doubtful accounts | (590) | 1,000 | (4,781) | ||
Write off of uncollectible accounts | 343 | 1,009 | 1,566 | ||
Allowance for doubtful accounts, end of period | (4,201) | (3,954) | $ (5,963) | ||
Crude oil logistics | |||||
Accounts receivable | |||||
Gross Receivable | 404,865 | 345,049 | |||
Allowance for Doubtful Accounts | (3) | (3) | 0 | (3) | |
Accounts receivable - trade, net of allowance for doubtful accounts | 404,865 | 345,046 | |||
Changes in the allowance for doubtful accounts | |||||
Allowance for doubtful accounts, beginning of period | (3) | ||||
Allowance for doubtful accounts, end of period | 0 | (3) | |||
Water solutions | |||||
Accounts receivable | |||||
Gross Receivable | 59,958 | 34,335 | |||
Allowance for Doubtful Accounts | (2,789) | (2,789) | (2,952) | (2,789) | |
Accounts receivable - trade, net of allowance for doubtful accounts | 57,006 | 31,546 | |||
Changes in the allowance for doubtful accounts | |||||
Allowance for doubtful accounts, beginning of period | (2,789) | ||||
Allowance for doubtful accounts, end of period | (2,952) | (2,789) | |||
Liquids | |||||
Accounts receivable | |||||
Gross Receivable | 131,006 | 94,390 | |||
Allowance for Doubtful Accounts | (293) | (293) | (20) | (293) | |
Accounts receivable - trade, net of allowance for doubtful accounts | 130,986 | 94,097 | |||
Changes in the allowance for doubtful accounts | |||||
Allowance for doubtful accounts, beginning of period | (293) | ||||
Allowance for doubtful accounts, end of period | (20) | (293) | |||
Refined products and renewables | |||||
Accounts receivable | |||||
Gross Receivable | 435,136 | 285,664 | |||
Allowance for Doubtful Accounts | (869) | (869) | (1,229) | (869) | |
Accounts receivable - trade, net of allowance for doubtful accounts | 433,907 | 284,795 | |||
Changes in the allowance for doubtful accounts | |||||
Allowance for doubtful accounts, beginning of period | (869) | ||||
Allowance for doubtful accounts, end of period | (1,229) | (869) | |||
Corporate and Other | |||||
Accounts receivable | |||||
Gross Receivable | 0 | 74 | |||
Allowance for Doubtful Accounts | 0 | 0 | 0 | 0 | |
Accounts receivable - trade, net of allowance for doubtful accounts | $ 0 | $ 74 | |||
Changes in the allowance for doubtful accounts | |||||
Allowance for doubtful accounts, beginning of period | 0 | ||||
Allowance for doubtful accounts, end of period | $ 0 | $ 0 |
Significant Accounting Polici_7
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Inventories | ||
Crude oil | $ 77,351 | $ 146,857 |
Natural gas liquids: | ||
Propane | 38,910 | 32,347 |
Butane | 12,613 | 5,992 |
Other | 6,515 | 6,035 |
Refined products: | ||
Gasoline | 253,286 | 193,015 |
Diesel | 113,939 | 96,380 |
Renewables: | ||
Ethanol | 38,093 | 42,009 |
Biodiesel | 10,596 | 21,410 |
Total | $ 551,303 | $ 544,045 |
Significant Accounting Polici_8
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2017 | |
Investments in Unconsolidated Entities | |||||
Carrying value | $ 17,236,000 | $ 187,423,000 | |||
Balance sheets: | |||||
Current assets | 24,431,000 | 27,816,000 | |||
Noncurrent assets | 99,164,000 | 291,100,000 | |||
Current liabilities | 16,787,000 | 20,453,000 | |||
Noncurrent liabilities | 10,620,000 | 13,542,000 | |||
Statements of operations: | |||||
Revenues | 182,820,000 | 180,632,000 | $ 273,857,000 | ||
Cost of sales | 114,890,000 | 114,316,000 | 107,425,000 | ||
Net income | 26,438,000 | 19,462,000 | $ 46,595,000 | ||
Cumulative earnings and distributions from unconsolidated entities | |||||
Cumulative earnings from unconsolidated entities | 10,600,000 | ||||
Cumulative distributions received from unconsolidated entities | $ 11,200,000 | ||||
Operating segment | |||||
Investments in Unconsolidated Entities | |||||
Ownership interest | 50.00% | ||||
Carrying value | $ 0 | 226,000 | |||
Glass Mountain Pipeline, LLC | Crude oil logistics | Operating segment | |||||
Investments in Unconsolidated Entities | |||||
Ownership interest | 0.00% | 50.00% | |||
Carrying value | $ 0 | 172,098,000 | |||
E Energy Adams, LLC | Refined products and renewables | Operating segment | |||||
Investments in Unconsolidated Entities | |||||
Ownership interest | 20.00% | ||||
Carrying value | $ 15,142,000 | 12,952,000 | |||
Water treatment and disposal facility | Water solutions | Operating segment | |||||
Investments in Unconsolidated Entities | |||||
Ownership interest | 50.00% | ||||
Carrying value | $ 2,094,000 | $ 2,147,000 | |||
Glass Mountain Pipeline, LLC | |||||
Investments in Unconsolidated Entities | |||||
Proceeds from sale of interest in equity method investee | $ 292,100,000 | ||||
Gain on sale of interest in Glass Mountain | $ 108,600,000 |
Significant Accounting Polici_9
Significant Accounting Policies - Variable Interest Entity (Details) $ in Millions | Mar. 31, 2018USD ($) |
Loan agreement | Equity method investees | |
Variable Interest Entity | |
Maximum borrowing capacity | $ 5 |
Significant Accounting Polic_10
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2018USD ($)bbl | Mar. 31, 2017USD ($)bbl | |
Other Assets, Noncurrent [Abstract] | ||
Loan receivable | $ 29,463 | $ 40,684 |
Line fill | 34,897 | 30,628 |
Tank bottoms | 42,044 | 42,044 |
Minimum shipping fees - pipeline commitments | 88,757 | 67,996 |
Other | 49,878 | 57,068 |
Total | $ 245,039 | $ 238,420 |
Number of barrels of refined product | bbl | 366,212 | 366,212 |
Crude oil | ||
Number of barrels of product | bbl | 360,425 | 427,193 |
Propane sales | ||
Number of barrels of product | bbl | 262,000 | |
Customer contracts | Contract No. 1 | ||
Pipeline commitments, period to recover amount | 2 years 30 days | |
Customer contracts | Contract No. 2 | ||
Pipeline commitments, period to recover amount | 2 years 6 months | |
Crude oil logistics | ||
Number of contracts | 2 |
Significant Accounting Polic_11
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Accounting Policies [Abstract] | ||
Accrued compensation and benefits | $ 18,033 | $ 16,559 |
Excise and other tax liabilities | 40,829 | 62,201 |
Derivative liabilities | 51,039 | 27,622 |
Accrued interest | 39,947 | 44,327 |
Product exchange liabilities | 11,842 | 1,693 |
Deferred gain on sale of general partner interest in TLP | 30,113 | 30,113 |
Other | 31,701 | 15,941 |
Total | $ 223,504 | $ 198,456 |
Significant Accounting Polic_12
Significant Accounting Policies - Sale of General Partner Interest in TLP (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Gain on disposal | $ 88,209 | $ 287 | $ 137 | ||
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 | |||||
Net proceeds from sale of general partner interest in TLP, net | $ 343,100 | ||||
Gain on disposal | 329,900 | ||||
Deferred gain on disposal | 204,600 | $ 204,600 | |||
Deferred gain on disposal, amortization period | 7 years | ||||
Recognized gain | $ 5,000 | 30,100 | $ 30,100 | ||
Future Amortization | |||||
2019 | 30,113 | ||||
2020 | 30,113 | ||||
2021 | 29,593 | ||||
2022 | 26,993 | ||||
2023 | 22,494 | ||||
Total | 139,306 | ||||
General Partner Interest in TLP | Accrued expenses and other payables | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
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 | |||||
Deferred gain on sale of general partner interest in TLP, noncurrent | $ 109,200 |
Significant Accounting Polic_13
Significant Accounting Policies - Sale of TLP Common Units (Details) - TLP $ in Millions | Apr. 01, 2016USD ($) |
Investment | |
Proceeds from sale of TLP common units | $ 112.4 |
Gain on sale of TLP common units | $ 104.1 |
Significant Accounting Polic_14
Significant Accounting Policies - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Redeemable Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | $ 3,072 | ||
Transfer of redeemable noncontrolling interest | $ (3,072) | ||
Net income attributable to redeemable noncontrolling interest | (1,030) | 0 | $ 0 |
Redeemable noncontrolling interest valuation adjustment | (5,825) | ||
Balance at end of period | 9,927 | 3,072 | |
Redeemable noncontrolling interest | |||
Redeemable Noncontrolling Interest [Roll Forward] | |||
Balance at beginning of period | 3,072 | 0 | |
Transfer of redeemable noncontrolling interest | 3,072 | ||
Net income attributable to redeemable noncontrolling interest | 1,030 | ||
Redeemable noncontrolling interest valuation adjustment | 5,825 | ||
Balance at end of period | $ 9,927 | $ 3,072 | $ 0 |
Significant Accounting Polic_15
Significant Accounting Policies - Recent Accounting Pronouncements (Details) $ in Millions | Mar. 31, 2018USD ($) |
General Partner Interest in TLP | |
Deferred gain on sale of general partner interest | $ 139.3 |
(Loss) Income Per Common Unit_2
(Loss) Income Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income (Loss) Per Common Unit | |||||||||||
(Loss) income from continuing operations | $ (226,385) | $ 94,802 | $ (231,318) | ||||||||
Less: Continuing operations income attributable to noncontrolling interests | (240) | (6,832) | (11,832) | ||||||||
Net (loss) income from continuing operations attributable to NGL Energy Partners LP | (226,625) | 87,970 | (243,150) | ||||||||
Less: Distributions to preferred unitholders (1) | (59,697) | (30,142) | 0 | ||||||||
Less: Continuing operations net loss (income) allocated to general partner (2) | 150 | (183) | (47,575) | ||||||||
Less: Repurchase of warrants (3) | (349) | 0 | 0 | ||||||||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (Note 3) | (286,521) | 57,645 | (290,725) | ||||||||
Income from discontinued operations attributable to NGL Energy Partners, net of tax | 156,780 | 49,072 | 44,221 | ||||||||
LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | (1,030) | 0 | 0 | ||||||||
Less: Discontinued operations income allocated to general partner (2) | (155) | (49) | (45) | ||||||||
NET INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (Note 3) | 155,595 | 49,023 | 44,176 | ||||||||
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS | $ (130,926) | $ 106,668 | $ (246,549) | ||||||||
BASIC (LOSS) INCOME PER COMMON UNIT | |||||||||||
(Loss) income from continuing operations | $ (2.37) | $ 0.53 | $ (2.77) | ||||||||
Income from discontinued operations, net of tax | 1.29 | 0.45 | 0.42 | ||||||||
Net (Loss) Income | $ 0.76 | $ 0.33 | $ (1.56) | $ (0.61) | $ 0.14 | $ (0.07) | $ (0.71) | $ 1.66 | (1.08) | 0.99 | (2.35) |
DILUTED (LOSS) INCOME PER COMMON UNIT | |||||||||||
(Loss) income from continuing operations | (2.37) | 0.52 | (2.77) | ||||||||
Income from discontinued operations, net of tax | 1.29 | 0.44 | 0.42 | ||||||||
Net (Loss) Income | $ 0.71 | $ 0.32 | $ (1.56) | $ (0.61) | $ 0.14 | $ (0.07) | $ (0.71) | $ 1.38 | $ (1.08) | $ 0.95 | $ (2.35) |
Diluted weighted average common units outstanding (in units) | 146,868,349 | 124,161,966 | 121,314,636 | 120,535,909 | 120,198,802 | 107,966,901 | 106,186,389 | 128,453,733 | 120,991,340 | 111,850,621 | 104,838,886 |
Common units | |||||||||||
BASIC (LOSS) INCOME PER COMMON UNIT | |||||||||||
(Loss) income from continuing operations | $ (2.37) | $ 0.53 | $ (2.77) | ||||||||
Income from discontinued operations, net of tax | 1.29 | 0.45 | 0.42 | ||||||||
Net (Loss) Income | (1.08) | 0.99 | (2.35) | ||||||||
DILUTED (LOSS) INCOME PER COMMON UNIT | |||||||||||
(Loss) income from continuing operations | (2.37) | 0.52 | (2.77) | ||||||||
Income from discontinued operations, net of tax | 1.29 | 0.44 | 0.42 | ||||||||
Net (Loss) Income | $ (1.08) | $ 0.95 | $ (2.35) | ||||||||
Basic weighted average common units outstanding (in units) | 120,991,340 | 108,091,486 | 104,838,886 | ||||||||
Diluted weighted average common units outstanding (in units) | 120,991,340 | 111,850,621 | 104,838,886 | ||||||||
Common units | Performance awards | |||||||||||
DILUTED (LOSS) INCOME PER COMMON UNIT | |||||||||||
Weighted average number diluted shares outstanding adjustment | 0 | 173,087 | 0 | ||||||||
Common units | Warrant | |||||||||||
DILUTED (LOSS) INCOME PER COMMON UNIT | |||||||||||
Weighted average number diluted shares outstanding adjustment | 0 | 3,586,048 | 0 |
Acquisitions - Acquisition of R
Acquisitions - Acquisition of Remaining Interest in NGL Solids Solutions, LLC (Details) $ in Thousands | Apr. 17, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Business Acquisition | ||||
Carrying value of noncontrolling interest | $ 22,883 | $ 12,817 | ||
Gain on disposition or impairment of assets, net | 17,104 | $ 208,890 | $ (320,903) | |
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 disposition or impairment of assets, net | $ 1,300 |
Acquisitions - Retail Propane B
Acquisitions - Retail Propane Businesses (Details) | Mar. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2018USD ($)facility | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Fair Value of Assets Acquired and Liabilities Assumed | ||||||||||||
Goodwill | $ 1,204,607,000 | $ 1,321,289,000 | $ 1,204,607,000 | $ 1,321,289,000 | $ 1,187,934,000 | |||||||
Total revenues | 4,946,132,000 | $ 4,353,783,000 | $ 3,876,676,000 | $ 3,730,705,000 | $ 3,716,480,000 | $ 3,311,532,000 | $ 3,005,460,000 | $ 2,673,731,000 | 16,907,296,000 | 12,707,203,000 | 11,468,646,000 | |
Operating income | $ (17,174,000) | $ 205,925,000 | $ (148,699,000) | |||||||||
Retail Propane Business 2018 Acquisitions Acquisition Accounting In Process | ||||||||||||
Business Acquisition | ||||||||||||
Business combination number for which acquisition accounting is not completed | facility | 7 | |||||||||||
Total consideration to acquire additional interest | $ 30,900,000 | |||||||||||
Number of businesses sold | 3 | |||||||||||
Fair Value of Assets Acquired and Liabilities Assumed | ||||||||||||
Current assets | 2,372,000 | 2,372,000 | ||||||||||
Property, plant and equipment | 11,370,000 | 11,370,000 | ||||||||||
Goodwill | 2,251,000 | 2,251,000 | ||||||||||
Intangible assets | 16,765,000 | 16,765,000 | ||||||||||
Current liabilities | (1,588,000) | (1,588,000) | ||||||||||
Other noncurrent liabilities | (291,000) | (291,000) | ||||||||||
Fair value of net assets acquired | $ 30,879,000 | 30,879,000 | ||||||||||
Total revenues | 17,000,000 | |||||||||||
Operating income | $ 1,700,000 | |||||||||||
Business combination number disclosed for revenues and operating income | facility | 3 | |||||||||||
General and administrative expense | $ 100,000 | |||||||||||
Retail Propane Business 2017 Acquisitions Accounting Completed | ||||||||||||
Fair Value of Assets Acquired and Liabilities Assumed | ||||||||||||
Business combination number for which acquisition accounting is completed | facility | 4 | |||||||||||
Adjustment, current assets | $ (200,000) | |||||||||||
Adjustment, current liabilities | 400,000 | |||||||||||
Minimum | Retail Propane Business 2017 Acquisitions Accounting Completed | ||||||||||||
Fair Value of Assets Acquired and Liabilities Assumed | ||||||||||||
Adjustment, property, plant and equipment | $ (100,000) |
Acquisitions - Water Solutions
Acquisitions - Water Solutions Facilities (Details) - Water Solutions Facilities 2017 Acquisitions Accounting Completed $ in Millions | 12 Months Ended |
Mar. 31, 2018USD ($)facility | |
Business Acquisition | |
Business combination number for which acquisition accounting is completed | facility | 2 |
Adjustment, property, plant and equipment | $ (0.2) |
Minimum | |
Business Acquisition | |
Adjustment, other noncurrent liabilities | $ 0.1 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 1,861,952 | $ 1,787,100 | |
Accumulated depreciation | (343,345) | (257,657) | |
Net property, plant and equipment | 1,518,607 | 1,529,443 | |
Depreciation expense | 100,576 | 90,474 | $ 111,703 |
Capitalized interest expense | 182 | 6,887 | 4,012 |
Gain (loss) on sales and write-downs of certain assets | 5,635 | 15,475 | 56,525 |
Crude oil logistics | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | (3,144) | 8,124 | 54,952 |
Water solutions | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | 8,117 | 7,169 | 1,485 |
Liquids | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | 639 | 92 | (2,992) |
Refined products and renewables | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | 15 | 91 | 3,080 |
Corporate and Other | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | 8 | (1) | $ 0 |
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 238,487 | 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 | $ 243,616 | 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 | ||
Vehicles and railcars | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 121,159 | 117,377 | |
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 | $ 601,139 | 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 | $ 218,588 | 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 | $ 92,712 | 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 | $ 30,749 | 34,662 | |
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 | $ 147,442 | 131,234 | |
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 | $ 51,816 | 40,125 | |
Tank bottoms and line fill | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | 20,118 | 24,462 | |
Other | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 11,794 | 37,481 | |
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 | $ 77,596 | $ 87,476 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | $ 1,321,289 | $ 1,187,934 | |
Revisions to acquisition accounting (Note 4) | 195 | (1,110) | |
Acquisitions (Note 4) | 9,803 | ||
Adjustment to initial impairment estimate | 124,662 | ||
Impairment | (116,877) | ||
Goodwill at the end of the period | 1,204,607 | 1,321,289 | $ 1,187,934 |
Crude oil logistics | |||
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | 579,846 | 579,846 | |
Goodwill at the end of the period | 579,846 | 579,846 | 579,846 |
Water solutions | |||
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | 424,270 | 290,915 | |
Revisions to acquisition accounting (Note 4) | 195 | (1,110) | |
Acquisitions (Note 4) | 9,803 | ||
Adjustment to initial impairment estimate | 124,662 | ||
Impairment | (380,200) | ||
Goodwill at the end of the period | 424,465 | 424,270 | 290,915 |
Liquids | |||
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | 266,046 | 266,046 | |
Impairment | (116,877) | ||
Goodwill at the end of the period | 149,169 | 266,046 | 266,046 |
Refined products and renewables | |||
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | 51,127 | 51,127 | |
Goodwill at the end of the period | $ 51,127 | $ 51,127 | $ 51,127 |
Goodwill Impairment (Details)
Goodwill Impairment (Details) | 12 Months Ended | ||||||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 30, 2018 | Sep. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Goodwill | |||||||
Impairment | $ 116,877,000 | ||||||
Goodwill | 1,204,607,000 | $ 1,321,289,000 | $ 1,187,934,000 | ||||
Adjustment to initial impairment estimate | 124,662,000 | ||||||
Liquids | |||||||
Goodwill | |||||||
Impairment | 116,877,000 | ||||||
Goodwill | 149,169,000 | 266,046,000 | 266,046,000 | ||||
Water solutions | |||||||
Goodwill | |||||||
Impairment | 380,200,000 | ||||||
Goodwill | $ 424,465,000 | 424,270,000 | $ 290,915,000 | $ 423,700,000 | $ 660,800,000 | ||
Adjustment to initial impairment estimate | $ 124,662,000 | ||||||
Sawtooth | |||||||
Goodwill | |||||||
Goodwill, impairment test, assumed per year increase in commodity prices | 2.00% | ||||||
Goodwill, impairment test, assumed per year increase in rental fees | 4.00% | ||||||
Goodwill, impairment test, discount rate | 12.40% | 12.00% | |||||
Reporting unit, percentage of fair value below carrying amount | 32.00% | ||||||
Goodwill | $ 66,200,000 | ||||||
Reporting unit, percentage of fair value in excess of carrying amount | 2.00% | ||||||
Operating segment | Water solutions | |||||||
Goodwill | |||||||
Reporting unit, percentage of fair value below carrying amount | 11.00% | ||||||
Reporting unit, percentage of fair value in excess of carrying amount | 9.00% | ||||||
Goodwill, impairment test, assumed quarterly increase in barrel price | 1 | ||||||
Goodwill, impairment test, assumed barrel price, year five | 65 | ||||||
Goodwill, impairment test, barrel price | 32 | ||||||
Goodwill, impairment test, assumed barrel price, after five years | 65 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 03, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Feb. 14, 2017 |
Amortizable | ||||
Finite-lived intangible assets, gross | $ 1,343,919 | $ 1,364,115 | ||
Accumulated amortization | (433,565) | (359,663) | ||
Finite-lived intangible assets, net | 910,354 | 1,004,452 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 913,154 | 1,007,252 | ||
Non-Amortizable | ||||
Indefinite-lived intangible assets | 2,800 | 2,800 | ||
Gross carrying amount of intangible assets | $ 1,346,719 | 1,366,915 | ||
Weighted average remaining amortization period | 13 years 6 months | |||
Intangible assets written off related to the purchase of the remaining interest in a business | $ 1,800 | |||
Water solutions | ||||
Amortizable | ||||
Amortizable life | 2 years | |||
Revolving Credit Facility | ||||
Intangible assets | ||||
Debt issuance costs | $ 9,700 | |||
Non-Amortizable | ||||
Write off of debt issuance costs | 4,500 | |||
Trade names | ||||
Non-Amortizable | ||||
Indefinite-lived intangible assets | 2,800 | 2,800 | ||
Trade names | Operating segment | Water solutions | ||||
Non-Amortizable | ||||
Write-off of intangible asset | 5,200 | |||
Customer relationships | ||||
Amortizable | ||||
Finite-lived intangible assets, gross | 718,763 | 733,014 | ||
Accumulated amortization | (328,666) | (271,457) | ||
Finite-lived intangible assets, net | $ 390,097 | 461,557 | ||
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 | (43,917) | (12,917) | ||
Finite-lived intangible assets, net | $ 266,083 | 297,083 | ||
Pipeline capacity rights | ||||
Amortizable | ||||
Amortizable life | 30 years | |||
Finite-lived intangible assets, gross | $ 161,785 | 161,785 | ||
Accumulated amortization | (17,045) | (11,652) | ||
Finite-lived intangible assets, net | 144,740 | 150,133 | ||
Right-of-way and easements | ||||
Amortizable | ||||
Finite-lived intangible assets, gross | 63,995 | 63,402 | ||
Accumulated amortization | (3,214) | (2,154) | ||
Finite-lived intangible assets, net | $ 60,781 | 61,248 | ||
Right-of-way and easements | Minimum | ||||
Amortizable | ||||
Amortizable life | 1 year | |||
Right-of-way and easements | Maximum | ||||
Amortizable | ||||
Amortizable life | 40 years | |||
Executory contracts and other agreements | ||||
Amortizable | ||||
Finite-lived intangible assets, gross | $ 42,919 | 29,036 | ||
Accumulated amortization | (15,424) | (20,457) | ||
Finite-lived intangible assets, net | $ 27,495 | 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 | $ 5,465 | 16,190 | ||
Accumulated amortization | (706) | (9,296) | ||
Finite-lived intangible assets, net | $ 4,759 | 6,894 | ||
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 | $ 0 | 11,705 | ||
Accumulated amortization | 0 | (11,705) | ||
Finite-lived intangible assets, net | $ 0 | 0 | ||
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 | $ 40,992 | 38,983 | ||
Accumulated amortization | (24,593) | (20,025) | ||
Finite-lived intangible assets, net | $ 16,399 | $ 18,958 | ||
Water facility development agreement | Operating segment | Water solutions | ||||
Non-Amortizable | ||||
Impairment of intangible assets | $ 5,800 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Amortization related to intangible assets | |||
Amortization expense | $ 119,111 | $ 101,064 | $ 96,871 |
Future amortization expense of intangible assets | |||
2019 | 114,832 | ||
2020 | 112,974 | ||
2021 | 100,966 | ||
2022 | 86,474 | ||
2023 | 77,033 | ||
Thereafter | 418,075 | ||
Finite-lived intangible assets, net | 910,354 | 1,004,452 | |
Depreciation and amortization | |||
Amortization related to intangible assets | |||
Amortization expense | 108,444 | 89,765 | 81,229 |
Cost of sales | |||
Amortization related to intangible assets | |||
Amortization expense | 6,099 | 6,828 | 6,700 |
Interest expense | |||
Amortization related to intangible assets | |||
Amortization expense | $ 4,568 | $ 4,471 | $ 8,942 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Long-Term Debt | |||
Face amount | $ 2,701,031 | $ 3,017,843 | |
Face amount, current portion | 646 | 25,859 | |
Face amount, long-term | 2,700,385 | 2,991,984 | |
LONG-TERM DEBT, debt issuance costs | (20,645) | (33,458) | |
Book value | 2,680,386 | 2,984,385 | |
Book value, current | 646 | 25,859 | |
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,679,740 | 2,958,526 | |
Amortization of debt issuance costs | 6,100 | 3,300 | $ 4,600 |
Expected Future Amortization of Debt Issuance Costs | |||
2019 | 4,945 | ||
2020 | 4,031 | ||
2021 | 3,658 | ||
2022 | 3,076 | ||
2023 | 2,388 | ||
Thereafter | 2,547 | ||
Total | 20,645 | ||
Senior secured notes | |||
Long-Term Debt | |||
Face amount | 0 | 250,000 | |
LONG-TERM DEBT, debt issuance costs | 0 | (4,559) | |
Book value | 0 | 245,441 | |
5.125% Senior Notes due 2019 | |||
Long-Term Debt | |||
Face amount | 353,424 | 379,458 | |
LONG-TERM DEBT, debt issuance costs | (1,653) | (3,191) | |
Book value | 351,771 | 376,267 | |
6.875% Senior Notes due 2021 | |||
Long-Term Debt | |||
Face amount | 367,048 | 367,048 | |
LONG-TERM DEBT, debt issuance costs | (4,499) | (5,812) | |
Book value | 362,549 | 361,236 | |
7.50% Senior Notes due 2023 | |||
Long-Term Debt | |||
Face amount | 615,947 | 700,000 | |
LONG-TERM DEBT, debt issuance costs | (8,542) | (11,329) | |
Book value | 607,405 | 688,671 | |
6.125% Senior Notes due 2025 | |||
Long-Term Debt | |||
Face amount | 389,135 | 500,000 | |
LONG-TERM DEBT, debt issuance costs | (5,951) | (8,567) | |
Book value | 383,184 | 491,433 | |
Other long-term debt | |||
Long-Term Debt | |||
Face amount | 5,977 | 6,837 | |
LONG-TERM DEBT, debt issuance costs | 0 | 0 | |
Book value | 5,977 | 6,837 | |
Expansion Capital Facility | Revolving Credit Facility | |||
Long-Term Debt | |||
Face amount | 0 | 0 | |
LONG-TERM DEBT, debt issuance costs | 0 | 0 | |
Book value | 0 | 0 | |
Working Capital Facility | Revolving Credit Facility | |||
Long-Term Debt | |||
Face amount | 969,500 | 814,500 | |
LONG-TERM DEBT, debt issuance costs | 0 | 0 | |
Book value | $ 969,500 | $ 814,500 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement (Details) $ in Thousands | May 24, 2018 | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) |
Long-Term Debt | |||
Face amount | $ 2,701,031 | $ 3,017,843 | |
LONG-TERM DEBT, debt issuance costs | 20,645 | 33,458 | |
Book value | 2,680,386 | 2,984,385 | |
Revolving Credit Facility | |||
Long-Term Debt | |||
Maximum borrowing capacity | 1,765,000 | ||
Increased borrowing capacity with the exercise of accordion feature | 300,000 | ||
Line of credit facility borrowing capacity allocated from one facility to another | $ 100,000 | ||
Credit agreement dividend restrictions | The amendment modified our financial covenants. In addition, it also 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. | ||
Credit agreement consolidated EBITDA definition | The amendment, among other things, amended the defined term “Consolidated EBITDA” to include the “Accrued Blenders Tax Credits” (as defined in the Credit Agreement) solely for the two quarters ended December 31, 2017 and March 31, 2018. | ||
Credit agreement change to guarantors | In the amendment, the lenders consented to, subject to the consummation of the initial Sawtooth disposition, release each Sawtooth entity from its guaranty and other obligations under the loan documents. In return, the Partnership agreed to use the net proceeds of each Sawtooth disposition to pay down existing indebtedness no later than five business days after the consummation of such Sawtooth disposition. | ||
Interest coverage ratio modification | modify our interest coverage ratio financial covenant for periods beginning March 31, 2018 and thereafter and | ||
Credit agreement total leverage indebtedness ratio | to add a total leverage indebtedness ratio covenant, to be measured beginning March 31, 2019. | ||
Credit agreement reduction | Additionally, the amendment specifies that, should our leverage ratio be greater than 4.00 to 1 with respect to the quarter ended September 30, 2018, commitments under our Expansion Capital Facility will be decreased, immediately and permanently by $100.0 million. | ||
Financial Covenants in Credit Agreement | |||
Debt instrument, actual leverage ratio | 4.41 | ||
Debt instrument, actual senior secured leverage ratio | 0.02 | ||
Debt instrument, actual interest coverage ratio | 2.51 | ||
Revolving Credit Facility | Minimum | |||
Long-Term Debt | |||
Commitment fees charged on unused capacity | 0.375% | ||
Financial Covenants in Credit Agreement | |||
Debt instrument, covenant interest coverage ratio March 31, 2018 to December 31, 2018 | 2.50 | ||
Debt instrument, covenant interest coverage ratio December 31, 2018 to March 31, 2019 | 2.75 | ||
Debt instrument, covenant interest coverage ratio March 31, 2019 to October 5, 2021 | 2.75 | ||
Revolving Credit Facility | Maximum | |||
Long-Term Debt | |||
Commitment fees charged on unused capacity | 0.50% | ||
Financial Covenants in Credit Agreement | |||
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 March 31, 2018 to October 5, 2021 | 3.25 | ||
Debt instrument, total leverage indebtedness ratio March 31, 2019 to October 5, 2021 | 6.50 | ||
Revolving Credit Facility | Alternate base rate | Minimum | |||
Long-Term Debt | |||
Interest rate margin added to variable rate base | 0.50% | ||
Revolving Credit Facility | Alternate base rate | Maximum | |||
Long-Term Debt | |||
Interest rate margin added to variable rate base | 2.00% | ||
Revolving Credit Facility | LIBOR option | |||
Long-Term Debt | |||
Interest rate margin added to variable rate base | 3.00% | ||
Reference rate | 1.84% | ||
Revolving Credit Facility | LIBOR option | Minimum | |||
Long-Term Debt | |||
Interest rate margin added to variable rate base | 1.50% | ||
Revolving Credit Facility | LIBOR option | Maximum | |||
Long-Term Debt | |||
Interest rate margin added to variable rate base | 3.00% | ||
Revolving Credit Facility | Prime rate | |||
Long-Term Debt | |||
Interest rate margin added to variable rate base | 2.00% | ||
Reference rate | 4.75% | ||
Revolving Credit Facility | |||
Long-Term Debt | |||
Interest rate | 4.99% | ||
Working Capital Facility | Revolving Credit Facility | |||
Long-Term Debt | |||
Face amount | $ 969,500 | 814,500 | |
LONG-TERM DEBT, debt issuance costs | 0 | 0 | |
Book value | 969,500 | 814,500 | |
Maximum borrowing capacity | 1,200,000 | ||
Working Capital Facility | Letters of credit | |||
Long-Term Debt | |||
Outstanding letters of credit | 175,700 | ||
Expansion Capital Facility | Revolving Credit Facility | |||
Long-Term Debt | |||
Face amount | 0 | 0 | |
LONG-TERM DEBT, debt issuance costs | 0 | 0 | |
Book value | 0 | $ 0 | |
Maximum borrowing capacity | $ 565,000 | ||
Letters of credit | Revolving Credit Facility | |||
Long-Term Debt | |||
Fixed interest rate | 3.00% |
Long Term Debt - Senior Secured
Long Term Debt - Senior Secured Notes (Details) - Senior secured notes $ in Thousands | Dec. 19, 2017USD ($) | Mar. 31, 2018USD ($) | Jun. 19, 2012USD ($) |
Long-Term Debt | |||
Face amount | $ 250,000 | ||
Fixed interest rate | 6.65% | ||
Repayments in semi-annual installments | $ 19,500 | $ 25,000 | |
Covenant penalty rate | 0.50% | ||
Leverage ratio interest penalty rate | 4.25 | ||
Leverage ratio additional interest penalty rate | 4.50 | ||
Senior secured notes, dividend restrictions | 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 | ||
Notes repurchased | $ 230,500 | ||
Cash paid (excluding payments of accrued interest) | 250,179 | ||
Loss on early extinguishment of debt | (23,971) | ||
Write off of debt issuance costs | $ 4,300 |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Aug. 08, 2017 | Feb. 22, 2017 | Oct. 24, 2016 | Jul. 09, 2014 | Oct. 16, 2013 | |
Long-Term Debt | ||||||||
Notes repurchased | $ 486,699 | $ 21,193 | $ 43,421 | |||||
5.125% Senior Notes due 2019 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 400,000 | |||||||
Fixed interest rate | 5.125% | |||||||
Notes repurchased | 26,034 | 9,009 | 11,533 | |||||
Cash paid (excluding payments of accrued interest) | 26,002 | 7,099 | 6,972 | |||||
Gain (loss) on extinguishment of debt | (140) | 1,759 | 4,483 | |||||
Write off of debt issuance costs | 200 | 200 | 100 | |||||
6.875% Senior Notes due 2021 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 450,000 | |||||||
Fixed interest rate | 6.875% | |||||||
Notes repurchased | 0 | 21,241 | 61,711 | |||||
Cash paid (excluding payments of accrued interest) | 0 | 14,094 | 36,449 | |||||
Gain (loss) on extinguishment of debt | 0 | 6,748 | 24,049 | |||||
Write off of debt issuance costs | 400 | 1,200 | ||||||
7.50% Senior Notes due 2023 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 700,000 | |||||||
Fixed interest rate | 7.50% | |||||||
Registration exchange of unsecured securities | 99.98% | |||||||
Notes repurchased | 84,053 | 0 | 0 | |||||
Cash paid (excluding payments of accrued interest) | 83,967 | 0 | 0 | |||||
Gain (loss) on extinguishment of debt | (1,136) | 0 | 0 | |||||
Write off of debt issuance costs | 1,200 | |||||||
6.125% Senior Notes due 2025 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 500,000 | |||||||
Fixed interest rate | 6.125% | |||||||
Registration exchange of unsecured securities | 99.98% | |||||||
Notes repurchased | 110,865 | 0 | 0 | |||||
Cash paid (excluding payments of accrued interest) | 107,050 | 0 | 0 | |||||
Gain (loss) on extinguishment of debt | 2,046 | $ 0 | $ 0 | |||||
Write off of debt issuance costs | $ 1,800 |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2018 | |
Long-Term Debt | ||
Face amount | $ 3,017,843 | $ 2,701,031 |
Equipment loan | ||
Long-Term Debt | ||
Face amount | $ 6,000 | |
Repayments of debt | 41,700 | |
Gain (loss) on extinguishment of debt | 1,600 | |
Write off of debt issuance costs | 100 | |
Other long-term debt repayment penalty | $ 1,500 | |
Equipment loan | Minimum | ||
Long-Term Debt | ||
Fixed interest rate | 4.13% | |
Equipment loan | Maximum | ||
Long-Term Debt | ||
Fixed interest rate | 7.10% |
Long-Term Debt - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Maturities | |
2019 | $ 646 |
2020 | 354,072 |
2021 | 4,683 |
2022 | 1,336,548 |
2023 | 0 |
Thereafter | 1,005,082 |
Total | 2,701,031 |
Revolving Credit Facility | |
Maturities | |
2022 | 969,500 |
Total | 969,500 |
Senior unsecured notes | |
Maturities | |
2020 | 353,424 |
2022 | 367,048 |
Thereafter | 1,005,082 |
Total | 1,725,554 |
Other long-term debt | |
Maturities | |
2019 | 646 |
2020 | 648 |
2021 | 4,683 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | $ 5,977 |
Commitments and Contingencies -
Commitments and Contingencies - Environmental Matters (Details) $ in Millions | Mar. 31, 2018USD ($) |
Environmental matter | |
Environmental matters liability | $ 2.7 |
Commitments and Contingencies_2
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 8,181 | $ 5,574 |
Liabilities incurred | 592 | 1,703 |
Liabilities assumed in acquisitions | 21 | 406 |
Liabilities settled | (549) | (19) |
Accretion expense | 888 | 517 |
Balance at end of period | $ 9,133 | $ 8,181 |
Commitments and Contingencies_3
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Future minimum lease payments | |||
2019 | $ 131,044 | ||
2020 | 114,685 | ||
2021 | 98,364 | ||
2022 | 70,242 | ||
2023 | 52,571 | ||
Thereafter | 44,501 | ||
Total | 511,407 | ||
Rental expense | $ 122,400 | $ 122,000 | $ 123,500 |
Commitments and Contingencies_4
Commitments and Contingencies - Pipeline Capacity Agreements (Details) - Pipeline capacity agreements $ in Thousands | Mar. 31, 2018USD ($) |
Future minimum throughput payments | |
2019 | $ 50,201 |
2020 | 41,379 |
Total | $ 91,580 |
Commitments and Contingencies_5
Commitments and Contingencies - Construction Commitments (Details) $ in Millions | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Construction commitments | $ 2.7 |
Commitments and Contingencies_6
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Mar. 31, 2018USD ($)bblgal |
Crude oil | |
Purchase commitments for crude oil and natural gas | |
Fixed-price purchase commitments, due in next twelve months | $ 77,015 |
Fixed-price purchase commitments (in barrels/gallons), due in next twelve months | bbl | 1,230 |
Index-price purchase commitments, due in next twelve months | $ 1,403,823 |
Index-price purchase commitments (in barrels/gallons), due in next twelve months | bbl | 23,559 |
Index-price purchase commitments, due in second year | $ 567,987 |
Index-price purchase commitments (in barrels), due in second year | bbl | 10,938 |
Index-price purchase commitments, due in third year | $ 453,328 |
Index-price purchase commitments (in barrels), due in third year | bbl | 9,330 |
Index-price purchase commitments, due in fourth year | $ 363,302 |
Index-price purchase commitments (in barrels), due in fourth year | bbl | 7,738 |
Index-price purchase commitments, due in fifth year | $ 256,327 |
Index-price purchase commitments (in barrels), due in fifth year | bbl | 5,482 |
Index-price purchase commitments, due after fifth year | $ 191,010 |
Index-price purchase commitments (in barrels), due after fifth year | bbl | 4,112 |
Total index-price purchase commitments | $ 3,235,777 |
Total index-price purchase commitments (in barrels/gallons) | bbl | 61,159 |
Natural gas liquids | |
Purchase commitments for crude oil and natural gas | |
Fixed-price purchase commitments, due in next twelve months | $ 5,616 |
Fixed-price purchase commitments (in barrels/gallons), due in next twelve months | gal | 8,183 |
Index-price purchase commitments, due in next twelve months | $ 502,428 |
Index-price purchase commitments (in barrels/gallons), due in next twelve months | gal | 582,456 |
Total index-price purchase commitments | $ 502,428 |
Total index-price purchase commitments (in barrels/gallons) | gal | 582,456 |
Commitments and Contingencies_7
Commitments and Contingencies - Sales Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Mar. 31, 2018USD ($)bblgal | Mar. 31, 2017USD ($) |
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ (5,250) | $ 10,976 |
Crude oil | ||
Sales commitments for crude oil and natural gas | ||
Fixed-price sale commitments, due in next twelve months | $ 77,132 | |
Fixed-price sales commitments (in barrels/gallons), due in next twelve months | bbl | 1,230 | |
Total fixed-price sale commitments | $ 77,132 | |
Total fixed-price sale commitments (in barrels/gallons) | bbl | 1,230 | |
Index-price sale commitments, due in next twelve months | $ 1,261,876 | |
Index-price sale commitments (in barrels/gallons), due in next twelve months | bbl | 20,262 | |
Index-price sale commitments, due in second year | $ 94,660 | |
Index-price commitments (in barrels/gallons), due in second year | bbl | 1,599 | |
Total index-price sale commitments | $ 1,356,536 | |
Total index-price sale commitments (in barrels/gallons) | bbl | 21,861 | |
Natural gas liquids | ||
Sales commitments for crude oil and natural gas | ||
Fixed-price sale commitments, due in next twelve months | $ 26,140 | |
Fixed-price sales commitments (in barrels/gallons), due in next twelve months | gal | 30,917 | |
Fixed-price sale commitments, due in second year | $ 356 | |
Fixed-price sale commitments (in gallons), due in second year | gal | 415 | |
Fixed-price sale commitments, due in third year | $ 28 | |
Fixed-price sale commitments (in gallons), due in third year | gal | 30 | |
Total fixed-price sale commitments | $ 26,524 | |
Total fixed-price sale commitments (in barrels/gallons) | gal | 31,362 | |
Index-price sale commitments, due in next twelve months | $ 438,577 | |
Index-price sale commitments (in barrels/gallons), due in next twelve months | gal | 413,866 | |
Index-price sale commitments, due in second year | $ 2,022 | |
Index-price commitments (in barrels/gallons), due in second year | gal | 2,253 | |
Total index-price sale commitments | $ 440,599 | |
Total index-price sale commitments (in barrels/gallons) | gal | 416,119 | |
Prepaid expenses and other current assets | ||
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 48,800 | |
Accrued expenses and other payables | ||
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 48,200 |
Equity - Partnership Equity and
Equity - Partnership Equity and General Partner Contributions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Equity | ||
General partner interest | 0.10% | 0.10% |
Limited partner interest | 99.90% | 99.90% |
General partners' capital account, notional units issued (in units) | 1,294 | 16,026 |
Notional units issued | $ 202,731 | $ 287,136 |
Common units | ||
Equity | ||
General partner interest | 0.10% | |
Limited partner interest | 99.90% | |
General Partner | ||
Equity | ||
Notional units issued | $ 288 | |
Minimum | General Partner | ||
Equity | ||
Notional units issued | $ 100 |
Equity - Equity Issuances (Deta
Equity - Equity Issuances (Details) - USD ($) $ in Thousands | Feb. 22, 2017 | Aug. 24, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 |
Equity | |||||
Proceeds from sale of common units, net of offering costs | $ 0 | $ 287,136 | $ 0 | ||
Common units | |||||
Equity | |||||
Aggregate offering price under at the market program | $ 200,000 | ||||
Units issued (in units) | 10,120,000 | 3,321,135 | |||
Proceeds from sale of common units, net of offering costs | $ 222,500 | $ 64,400 | |||
Limited partners' offering costs | $ 11,800 | $ 900 | |||
Aggregate offering price remaining for sale | $ 134,700 |
Equity - Common Unit Repurchase
Equity - Common Unit Repurchase Programs (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Aug. 29, 2017 | Sep. 10, 2015 | |
Common unit repurchase program, authorized amount | $ 15,000,000 | $ 45,000,000 | ||||
Common unit repurchases (in units) | 1,516,848 | 1,623,804 | ||||
Common unit repurchases and cancellations | $ (15,817,000) | $ 0 | $ (17,680,000) | |||
Share repurchase program | ||||||
Common unit repurchases and cancellations | $ (15,000,000) | $ (17,700,000) |
Equity - Distributions (Details
Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2018 | Apr. 24, 2018 | Apr. 16, 2018 | Feb. 14, 2018 | Jan. 23, 2018 | Jan. 15, 2018 | Nov. 14, 2017 | Oct. 19, 2017 | Oct. 16, 2017 | Aug. 14, 2017 | Jul. 20, 2017 | May 15, 2017 | Apr. 24, 2017 | Feb. 14, 2017 | Jan. 19, 2017 | Nov. 14, 2016 | Oct. 20, 2016 | Aug. 12, 2016 | Jul. 22, 2016 | May 13, 2016 | Apr. 21, 2016 | Feb. 15, 2016 | Feb. 08, 2016 | Feb. 03, 2016 | Jan. 21, 2016 | Jan. 19, 2016 | Nov. 13, 2015 | Nov. 06, 2015 | Oct. 22, 2015 | Oct. 12, 2015 | Aug. 14, 2015 | Aug. 07, 2015 | Jul. 23, 2015 | Jul. 13, 2015 | May 15, 2015 | May 07, 2015 | May 05, 2015 | Apr. 24, 2015 | Apr. 13, 2015 |
Distributions | |||||||||||||||||||||||||||||||||||||||
Amount Per Unit (in dollars per unit) | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.6400 | $ 0.6400 | $ 0.6325 | $ 0.6250 | ||||||||||||||||||||||||||
Amount Paid to Limited Partners | $ 47,374 | $ 47,223 | $ 47,000 | $ 47,460 | $ 46,870 | $ 42,923 | $ 41,907 | $ 41,146 | $ 40,626 | $ 67,310 | $ 67,313 | $ 66,248 | $ 59,651 | ||||||||||||||||||||||||||
Amount Paid to General Partner | 82 | 81 | 81 | 81 | 80 | 74 | 72 | 71 | $ 70 | $ 16,279 | $ 16,277 | $ 15,483 | $ 13,446 | ||||||||||||||||||||||||||
Number of equivalent units that were not eligible to receive a distribution (in units) | 223,077 | 8,352,902 | |||||||||||||||||||||||||||||||||||||
TLP | |||||||||||||||||||||||||||||||||||||||
Distributions | |||||||||||||||||||||||||||||||||||||||
Amount Per Unit (in dollars per unit) | $ 0.6700 | $ 0.6650 | $ 0.6650 | $ 0.6650 | |||||||||||||||||||||||||||||||||||
Amount Paid to Limited Partners | $ 4,104 | $ 4,007 | $ 4,007 | $ 4,007 | |||||||||||||||||||||||||||||||||||
Class B Perpetual Preferred Units | |||||||||||||||||||||||||||||||||||||||
Distributions | |||||||||||||||||||||||||||||||||||||||
Distributions paid to preferred unitholders | $ 4,725 | $ 4,725 | $ 5,670 | ||||||||||||||||||||||||||||||||||||
Other Partners | TLP | |||||||||||||||||||||||||||||||||||||||
Distributions | |||||||||||||||||||||||||||||||||||||||
Amount Paid to Limited Partners | $ 8,681 | $ 8,617 | $ 8,617 | $ 8,617 | |||||||||||||||||||||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | |||||||||||||||||||||||||||||||||||||||
Distributions | |||||||||||||||||||||||||||||||||||||||
Distributions paid to preferred unitholders | $ 6,449 | $ 6,449 | $ 6,449 | $ 6,449 | $ 6,449 | $ 6,449 | $ 6,449 | $ 1,795 |
Equity - Class A Convertible Pr
Equity - Class A Convertible Preferred Units (Details) | May 15, 2018USD ($) | Apr. 26, 2018USD ($)shares | Feb. 14, 2018USD ($) | Nov. 14, 2017USD ($) | Aug. 14, 2017USD ($) | Jun. 23, 2017USD ($)shares | May 15, 2017USD ($) | Feb. 14, 2017USD ($) | Nov. 14, 2016USD ($) | Aug. 12, 2016USD ($) | Apr. 21, 2016USD ($)$ / shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) | Jun. 30, 2016shares | Jun. 24, 2016$ / shares | Jun. 23, 2016USD ($) |
Preferred Units | |||||||||||||||||
Repurchase of warrants | $ 10,549,000 | $ 0 | $ 0 | ||||||||||||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units (Note 10) | 131,534,000 | ||||||||||||||||
Accretion of beneficial conversion feature | $ 18,781,000 | $ 8,999,000 | |||||||||||||||
Class A Convertible Preferred Units | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred units dividend rate | 10.75% | 10.75% | |||||||||||||||
Temporary equity, issued (in units) | shares | 19,942,169 | 19,942,169 | |||||||||||||||
Oaktree Capital Management L.P. | |||||||||||||||||
Preferred Units | |||||||||||||||||
Authorized amount | $ 200,000,000 | $ 240,000,000 | |||||||||||||||
Warrants outstanding (in units) | shares | 4,375,112 | ||||||||||||||||
Oaktree Capital Management L.P. | Warrant | |||||||||||||||||
Preferred Units | |||||||||||||||||
Warrants outstanding (in units) | shares | 2,916,743 | ||||||||||||||||
Class of warrant or right, term | 8 | ||||||||||||||||
Class of warrant or right, exercise price | $ / shares | $ 0.01 | ||||||||||||||||
Warrants converted to common units (in units) | shares | 607,653 | ||||||||||||||||
Repurchase of warrants (in units) | shares | 1,229,575 | 850,716 | |||||||||||||||
Repurchase of warrants | $ 15,000,000 | $ 10,500,000 | |||||||||||||||
Oaktree Capital Management L.P. | Warrant | Minimum | |||||||||||||||||
Preferred Units | |||||||||||||||||
Proceeds from warrant exercises | $ 100,000 | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred units dividend rate | 10.75% | ||||||||||||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | $ 235,000,000 | ||||||||||||||||
Offering costs | $ 5,000,000 | ||||||||||||||||
Days after quarter end distribution paid | 45 days | ||||||||||||||||
Distributions paid to preferred unitholders | $ 6,449,000 | $ 6,449,000 | $ 6,449,000 | $ 6,449,000 | $ 6,449,000 | $ 6,449,000 | $ 6,449,000 | $ 1,795,000 | |||||||||
Initial conversion price (in dollars per unit) | $ / shares | $ 12.035 | ||||||||||||||||
Reset conversion price, trading days used for adjustment | 15 days | ||||||||||||||||
Reset conversion price (in dollars per unit) | $ / shares | $ 5 | ||||||||||||||||
Number of days within closing date of registration statement required to file within | 180 days | ||||||||||||||||
Number of days after closing date registration statement declared effective | 360 days | ||||||||||||||||
Proceeds from sale of preferred units, net of offering costs | $ 186,400,000 | ||||||||||||||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units (Note 10) | $ 131,500,000 | ||||||||||||||||
Conversion period | 3 years | ||||||||||||||||
Accretion of beneficial conversion feature | $ 18,800,000 | $ 9,000,000 | |||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after first, but prior to the second anniversary of the closing date | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred stock redemption premium percentage | 140.00% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the second, but prior to the third anniversary of the closing date | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred stock redemption premium percentage | 115.00% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the third, but prior to the eighth anniversary of the closing date | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred stock redemption premium percentage | 110.00% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the eighth anniversary of the closing date | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred stock redemption premium percentage | 101.00% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Prior to the first anniversary of the closing date | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred stock redemption premium percentage | 140.00% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the first but prior to the second anniversary of the closing date | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred stock redemption premium percentage | 130.00% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | On or after the second anniversary of the closing date | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred stock redemption premium percentage | 120.00% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Thereafter | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred stock redemption premium percentage | 101.00% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Maximum | |||||||||||||||||
Preferred Units | |||||||||||||||||
Preferred units dividend rate | 11.25% | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | First six-month period | |||||||||||||||||
Preferred Units | |||||||||||||||||
Percentage increase in dividend rate | 0.25% | ||||||||||||||||
Payment default period | 6 months | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Second six-month period | |||||||||||||||||
Preferred Units | |||||||||||||||||
Percentage increase in dividend rate | 0.25% | ||||||||||||||||
Payment default period | 6 months | ||||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | Warrant | |||||||||||||||||
Preferred Units | |||||||||||||||||
Proceeds from sale of preferred units, net of offering costs | $ 48,600,000 |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 16, 2018 | Jan. 15, 2018 | Oct. 16, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Preferred Units | |||||
Units issued, net of offering costs (Note 10) | $ 202,731 | $ 287,136 | |||
Preferred units, underwriting discounts and commissions | 6,600 | ||||
Preferred units, offering costs | $ 700 | ||||
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. | ||||
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 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%. | ||||
Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Preferred units dividend rate | 9.00% | ||||
Preferred unit par or stated value per share | $ 25 | ||||
Distributions paid to preferred unitholders | $ 4,725 | $ 4,725 | $ 5,670 | ||
Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Units issued, net of offering costs (Note 10) | $ 202,731 | ||||
Class B Perpetual Preferred Units | Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Units issued (in units) | 8,400,000 |
Equity - Equity-Based Incentive
Equity - Equity-Based Incentive Compensation - Award Activity (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Equity-Based Incentive Compensation | |||
Units granted (in units) | 59,393 | 964,702 | 1,008,091 |
Cumulative effect adjustment | $ 0 | ||
Award activity | |||
Common units canceled during period (in units) | 57,498 | ||
Value of common units canceled during period | $ 800,000 | ||
Restricted units | |||
Equity-Based Incentive Compensation | |||
Distributions on restricted units during the vesting period | 0 | ||
Service awards | |||
Equity-Based Incentive Compensation | |||
Deferred compensation arrangement with individual, fair value of units issued | $ 12,400,000 | $ 19,000,000 | |
Award activity | |||
Unvested restricted units at the beginning of the period (in units) | 2,708,500 | 2,297,132 | 2,260,400 |
Units granted (in units) | 1,964,911 | 3,124,600 | 1,484,412 |
Units vested and issued (in units) | (2,260,011) | (2,350,082) | (844,626) |
Units withheld for employee taxes (in units) | (464,054) | ||
Units forfeited (in units) | (134,525) | (363,150) | (139,000) |
Unvested restricted units at the end of the period (in units) | 2,278,875 | 2,708,500 | 2,297,132 |
Performance awards | |||
Award activity | |||
Unvested restricted units at the beginning of the period (in units) | 1,189,000 | 637,382 | 0 |
Units granted (in units) | 224,000 | 932,309 | 1,041,073 |
Units vested and issued (in units) | (349,691) | ||
Units forfeited (in units) | (496,000) | (380,691) | (54,000) |
Unvested restricted units at the end of the period (in units) | 917,000 | 1,189,000 | 637,382 |
Equity - Equity-Based Incenti_2
Equity - Equity-Based Incentive Compensation - Service Awards Vesting Schedule (Details) - Service awards - shares | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Equity-Based Incentive Compensation | |||
Units vested and issued (in units) | 2,260,011 | 2,350,082 | 844,626 |
Unvested restricted units at the beginning of the period (in units) | 2,708,500 | 2,297,132 | 2,260,400 |
2019 | |||
Equity-Based Incentive Compensation | |||
Units vested and issued (in units) | 935,975 | ||
2020 | |||
Equity-Based Incentive Compensation | |||
Units vested and issued (in units) | 969,475 | ||
2021 | |||
Equity-Based Incentive Compensation | |||
Units vested and issued (in units) | 373,425 |
Equity - Equity-Based Incenti_3
Equity - Equity-Based Incentive Compensation - Service Awards Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Equity-Based Incentive Compensation | |||
Units granted (in units) | 59,393 | 964,702 | 1,008,091 |
Accrued bonuses | $ 5,500 | ||
Service awards | |||
Equity-Based Incentive Compensation | |||
Units withheld for employee taxes (in units) | (464,054) | ||
Expense recorded | $ 16,200 | 56,200 | $ 35,200 |
Deferred compensation arrangement with individual, fair value of units issued | 12,400 | 19,000 | |
Accrued bonuses | $ 2,200 | $ 16,800 | |
Estimated future equity-based compensation expense | |||
2019 | 12,473 | ||
2020 | 6,644 | ||
2021 | 2,081 | ||
Total | 21,198 | ||
General and Administrative Expense | Service awards | |||
Equity-Based Incentive Compensation | |||
Deferred compensation arrangement with individual, fair value of units issued | $ 700 |
Equity - Equity-Based Incenti_4
Equity - Equity-Based Incentive Compensation - Performance Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Equity-Based Incentive Compensation | |||
Percentage of outstanding stock maximum | 10.00% | ||
Incremental percentage of outstanding stock, maximum | 10.00% | ||
Performance awards | |||
Equity-Based Incentive Compensation | |||
Units granted (in units) | 224,000 | 932,309 | 1,041,073 |
Units vested and issued (in units) | (349,691) | ||
Expense recorded | $ 5,300 | $ 7,200 | $ 16,400 |
Estimated future equity-based compensation expense | |||
2019 | 4,200 | ||
2020 | 1,987 | ||
2021 | 406 | ||
Total | $ 6,593 | ||
Performance awards | Less than 50% | |||
Equity-Based Incentive Compensation | |||
Potential percentage payout of common units | 0.00% | ||
Performance awards | 50%-75% | Minimum | |||
Equity-Based Incentive Compensation | |||
Potential percentage payout of common units | 50.00% | ||
Performance awards | 50%-75% | Maximum | |||
Equity-Based Incentive Compensation | |||
Potential percentage payout of common units | 100.00% | ||
Performance awards | 75%-90% | Minimum | |||
Equity-Based Incentive Compensation | |||
Potential percentage payout of common units | 100.00% | ||
Performance awards | 75%-90% | Maximum | |||
Equity-Based Incentive Compensation | |||
Potential percentage payout of common units | 200.00% | ||
Performance awards | Above 90% | |||
Equity-Based Incentive Compensation | |||
Potential percentage payout of common units | 200.00% | ||
Restricted units | |||
Equity-Based Incentive Compensation | |||
Number of units available for grant | 1,300,000 | ||
Vesting on July 1, 2017 | Performance awards | |||
Equity-Based Incentive Compensation | |||
Units vested and issued (in units) | 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Derivative assets (liabilities) | ||
Net commodity derivative (liability) asset | $ (5,250) | $ 10,976 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative (liability) asset | 48,800 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative (liability) asset | 48,200 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 53,845 | 41,319 |
Netting of counterparty contracts, assets | (2,922) | (1,508) |
Net cash collateral (held) provided | (1,762) | (1,035) |
Commodity derivatives | 49,161 | 38,776 |
Liabilities: | ||
Derivative liabilities | (74,596) | (48,912) |
Netting of counterparty contracts, liabilities | 2,922 | 1,508 |
Net cash collateral (held) provided | 17,263 | 19,604 |
Commodity derivatives | (54,411) | (27,800) |
Derivative assets (liabilities) | ||
Net commodity derivative (liability) asset | (5,250) | 10,976 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative (liability) asset | 49,161 | 38,711 |
Commodity contracts | Other noncurrent assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative (liability) asset | 0 | 65 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative (liability) asset | (51,039) | (27,622) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative (liability) asset | (3,372) | (178) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 5,093 | 2,590 |
Liabilities: | ||
Derivative liabilities | (20,186) | (21,113) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 48,752 | 38,729 |
Liabilities: | ||
Derivative liabilities | $ (54,410) | $ (27,799) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Mar. 31, 2018USD ($)bbl | Mar. 31, 2017USD ($)bbl |
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (20,751) | $ (7,593) |
Net cash collateral provided (held) | 15,501 | 18,569 |
Net commodity derivative (liability) asset | (5,250) | 10,976 |
Cross-commodity | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (430) | |
Cross-commodity | Long | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 155 | |
Crude oil fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (8,960) | $ (55) |
Crude oil fixed-price | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | (1,376) | (800) |
Crude oil index | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (6) | |
Crude oil index | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | (10) | |
Propane fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 1,849 | $ 1,082 |
Propane fixed-price | Long | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | 14 | 220 |
Refined products fixed-price | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (17,081) | $ (7,729) |
Refined products fixed-price | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | (5,419) | (4,682) |
Refined products index | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (17) | $ (103) |
Refined products index | Short | ||
Derivative contract information | ||
Total Notional Units (Barrels) | bbl | (4) | (18) |
Other | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 3,894 | $ (788) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Gains (Losses) From Commodity Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |||
Net adjustments to fair value of commodity derivatives | $ (116,604) | $ (55,978) | $ 102,442 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - Revolving Credit Facility $ in Millions | Mar. 31, 2018USD ($) |
Interest Rate Risk | |
Outstanding debt | $ 969.5 |
Interest rate | 4.99% |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Mar. 31, 2018USD ($) |
5.125% Senior Notes due 2019 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | $ 353,208 |
6.875% Senior Notes due 2021 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | 366,819 |
7.50% Senior Notes due 2023 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | 618,072 |
6.125% Senior Notes due 2025 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | $ 370,651 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment information | |||||||||||
Total revenues | $ 4,946,132 | $ 4,353,783 | $ 3,876,676 | $ 3,730,705 | $ 3,716,480 | $ 3,311,532 | $ 3,005,460 | $ 2,673,731 | $ 16,907,296 | $ 12,707,203 | $ 11,468,646 |
Other | 1,174 | 844 | 462 | ||||||||
Depreciation and amortization | 209,020 | 180,239 | 192,932 | ||||||||
Operating (Loss) Income | (17,174) | 205,925 | (148,699) | ||||||||
Additions to property, plant and equipment and intangible assets | 165,518 | 388,925 | 782,112 | ||||||||
Long-lived assets, net | 3,636,368 | 3,857,984 | 3,636,368 | 3,857,984 | |||||||
Total assets | 6,151,122 | 6,320,379 | 6,151,122 | 6,320,379 | |||||||
Operating segment | Crude oil logistics | |||||||||||
Segment information | |||||||||||
Total revenues | 2,260,075 | 1,666,884 | 3,217,079 | ||||||||
Depreciation and amortization | 80,387 | 54,144 | 39,363 | ||||||||
Operating (Loss) Income | 122,904 | (17,475) | (40,745) | ||||||||
Additions to property, plant and equipment and intangible assets | 36,762 | 168,053 | 447,952 | ||||||||
Long-lived assets, net | 1,638,558 | 1,724,805 | 1,638,558 | 1,724,805 | |||||||
Total assets | 2,285,813 | 2,538,768 | 2,285,813 | 2,538,768 | |||||||
Operating segment | Crude oil logistics | Crude oil sales | |||||||||||
Segment information | |||||||||||
Total revenues | 2,151,203 | 1,603,667 | 3,170,891 | ||||||||
Operating segment | Crude oil logistics | Crude oil transportation and other | |||||||||||
Segment information | |||||||||||
Total revenues | 122,786 | 70,027 | 55,882 | ||||||||
Operating segment | Water solutions | |||||||||||
Segment information | |||||||||||
Total revenues | 229,139 | 159,601 | 185,001 | ||||||||
Depreciation and amortization | 98,623 | 101,758 | 91,685 | ||||||||
Operating (Loss) Income | (24,231) | 44,587 | (313,673) | ||||||||
Additions to property, plant and equipment and intangible assets | 102,261 | 109,008 | 243,308 | ||||||||
Long-lived assets, net | 1,256,143 | 1,261,944 | 1,256,143 | 1,261,944 | |||||||
Total assets | 1,323,171 | 1,301,415 | 1,323,171 | 1,301,415 | |||||||
Operating segment | Water solutions | Service fees | |||||||||||
Segment information | |||||||||||
Total revenues | 149,114 | 110,049 | 136,710 | ||||||||
Operating segment | Water solutions | Recovered hydrocarbons | |||||||||||
Segment information | |||||||||||
Total revenues | 58,948 | 31,103 | 41,090 | ||||||||
Operating segment | Water solutions | Other revenues | |||||||||||
Segment information | |||||||||||
Total revenues | 21,077 | 18,449 | 7,201 | ||||||||
Operating segment | Liquids | |||||||||||
Segment information | |||||||||||
Total revenues | 2,215,985 | 1,537,172 | 1,273,992 | ||||||||
Depreciation and amortization | 24,937 | 19,163 | 15,642 | ||||||||
Operating (Loss) Income | (93,113) | 43,252 | 76,173 | ||||||||
Additions to property, plant and equipment and intangible assets | 25,023 | 66,864 | 50,533 | ||||||||
Long-lived assets, net | 501,302 | 619,204 | 501,302 | 619,204 | |||||||
Total assets | 717,690 | 767,597 | 717,690 | 767,597 | |||||||
Operating segment | Liquids | Other revenues | |||||||||||
Segment information | |||||||||||
Total revenues | 22,548 | 32,648 | 35,943 | ||||||||
Operating segment | Liquids | Propane sales | |||||||||||
Segment information | |||||||||||
Total revenues | 1,203,486 | 807,172 | 618,919 | ||||||||
Operating segment | Liquids | Butane sales | |||||||||||
Segment information | |||||||||||
Total revenues | 562,066 | 391,265 | 317,994 | ||||||||
Operating segment | Liquids | Other product sales | |||||||||||
Segment information | |||||||||||
Total revenues | 432,570 | 308,031 | 302,181 | ||||||||
Operating segment | Refined products and renewables | |||||||||||
Segment information | |||||||||||
Total revenues | 12,200,923 | 9,342,702 | 6,792,112 | ||||||||
Depreciation and amortization | 1,294 | 1,562 | 40,861 | ||||||||
Operating (Loss) Income | 56,740 | 222,546 | 226,951 | ||||||||
Additions to property, plant and equipment and intangible assets | 0 | 42,175 | 25,147 | ||||||||
Long-lived assets, net | 208,849 | 215,637 | 208,849 | 215,637 | |||||||
Total assets | 1,204,633 | 988,073 | 1,204,633 | 988,073 | |||||||
Operating segment | Refined products and renewables | Service fees | |||||||||||
Segment information | |||||||||||
Total revenues | 300 | 10,963 | 108,221 | ||||||||
Operating segment | Refined products and renewables | Refined products sales | |||||||||||
Segment information | |||||||||||
Total revenues | 11,827,222 | 8,884,976 | 6,294,008 | ||||||||
Operating segment | Refined products and renewables | Renewables sales | |||||||||||
Segment information | |||||||||||
Total revenues | 373,669 | 447,232 | 390,753 | ||||||||
Operating segment | Assets held for sale | |||||||||||
Segment information | |||||||||||
Total assets | 517,604 | 619,420 | 517,604 | 619,420 | |||||||
Corporate, non-segment | |||||||||||
Segment information | |||||||||||
Depreciation and amortization | 3,779 | 3,612 | 5,381 | ||||||||
Operating (Loss) Income | (79,474) | (86,985) | (97,405) | ||||||||
Additions to property, plant and equipment and intangible assets | 1,472 | 2,825 | 15,172 | ||||||||
Long-lived assets, net | 31,516 | 36,394 | 31,516 | 36,394 | |||||||
Total assets | 102,211 | 105,106 | 102,211 | 105,106 | |||||||
Elimination of intersegment sales | Crude oil logistics | |||||||||||
Segment information | |||||||||||
Total revenues | (13,914) | (6,810) | (9,694) | ||||||||
Elimination of intersegment sales | Liquids | |||||||||||
Segment information | |||||||||||
Total revenues | (4,685) | (1,944) | (1,045) | ||||||||
Elimination of intersegment sales | Refined products and renewables | |||||||||||
Segment information | |||||||||||
Total revenues | (268) | (469) | $ (870) | ||||||||
Non-US | Liquids | |||||||||||
Segment information | |||||||||||
Long-lived assets, net | 600 | 700 | 600 | 700 | |||||||
Total assets | $ 27,500 | $ 7,900 | $ 27,500 | $ 7,900 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2017 | |
Transactions with Affiliates | ||||
Accounts receivable-affiliates | $ 4,772 | $ 6,709 | ||
Accounts payable-affiliates | 1,254 | 7,918 | ||
Equity in earnings of unconsolidated entities | 7,539 | 3,830 | $ 16,649 | |
SemGroup | ||||
Transactions with Affiliates | ||||
Sales to related party | 606 | 3,866 | 43,825 | |
Purchases from related party | 5,034 | 12,254 | 53,209 | |
Accounts receivable-affiliates | 49 | 6,668 | ||
Accounts payable-affiliates | 0 | 6,571 | ||
NGL Energy Holdings LLC | ||||
Transactions with Affiliates | ||||
Accounts receivable-affiliates | 4,693 | 0 | ||
Equity method investees | ||||
Transactions with Affiliates | ||||
Sales to related party | 294 | 692 | 14,836 | |
Purchases from related party | 66,820 | 121,336 | 113,780 | |
Accounts receivable-affiliates | 6 | 15 | ||
Accounts payable-affiliates | 8 | 1,306 | ||
Equity method investees | Loan agreement | ||||
Transactions with Affiliates | ||||
Loan receivable from Victory Propane, LLC | 1,200 | 3,200 | $ 4,200 | |
Equity in earnings of unconsolidated entities | $ 300 | |||
Loan agreement successive extension period | 1 year | |||
Entities affiliated with management | ||||
Transactions with Affiliates | ||||
Increase in property, plant and equipment | $ 800 | |||
Sales to related party | 268 | 290 | 318 | |
Purchases from related party | 3,870 | 15,209 | $ 45,197 | |
Accounts receivable-affiliates | 24 | 26 | ||
Accounts payable-affiliates | $ 1,246 | $ 41 |
Transactions with Affiliates _2
Transactions with Affiliates - Other Related Party Transactions (Details) - USD ($) $ in Thousands | Jul. 10, 2018 | Mar. 30, 2018 | Nov. 29, 2016 | Jun. 03, 2016 | Dec. 31, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2017 |
Transactions with Affiliates | |||||||||||
Payments to acquire productive assets | $ 133,761 | $ 344,936 | $ 638,942 | ||||||||
Distributions of earnings from unconsolidated entities | 4,632 | 3,564 | 17,404 | ||||||||
Repayments on loan to affiliate | 4,160 | 655 | 1,513 | ||||||||
Proceeds from sale of business | $ 896,500 | $ 212,400 | 329,780 | 134,370 | $ 343,135 | ||||||
Loss on sale of business | $ 89,300 | ||||||||||
Victory Propane, LLC | |||||||||||
Transactions with Affiliates | |||||||||||
Cash paid | $ 6,400 | ||||||||||
Payments to acquire productive assets | 6,424 | ||||||||||
Grassland Water Solutions, LLC | |||||||||||
Transactions with Affiliates | |||||||||||
Repayments on loan to affiliate | $ 700 | ||||||||||
Ownership interest acquired | 65.00% | ||||||||||
Ownership interest | 35.00% | ||||||||||
Fair value of equity method investment | $ 800 | ||||||||||
Revaluation of investments excluding bargain purchase | (14,900) | ||||||||||
Bargain purchase gain | 600 | ||||||||||
Impairment of loan receivable from investee | $ 1,700 | ||||||||||
Proceeds from sale of business | $ 22,000 | ||||||||||
Loss on sale of business | $ 2,300 | ||||||||||
Equity method investees | Loan agreement | |||||||||||
Transactions with Affiliates | |||||||||||
Loan receivable from Victory Propane, LLC | $ 1,200 | $ 3,200 | $ 4,200 | ||||||||
Customer relationships | Victory Propane, LLC | |||||||||||
Transactions with Affiliates | |||||||||||
Payments to acquire productive assets | 4,782 | ||||||||||
Property, plant and equipment | Victory Propane, LLC | |||||||||||
Transactions with Affiliates | |||||||||||
Payments to acquire productive assets | 1,366 | ||||||||||
Prepaid expenses and other current assets | Victory Propane, LLC | |||||||||||
Transactions with Affiliates | |||||||||||
Payments to acquire productive assets | $ 276 | ||||||||||
Victory Propane, LLC | |||||||||||
Transactions with Affiliates | |||||||||||
Distributions of earnings from unconsolidated entities | $ 2,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Contribution Plan [Abstract] | |||
Description of employee benefit plan | For every dollar that employees contribute up to 1% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 1% and 6% of their eligible compensation (as defined in the plan). Our matching contributions prior to January 1, 2015 vest over five years and, effective January 1, 2015, our matching contributions vest over two years. | ||
Defined contribution plan expense | $ 1.8 | $ 1.9 | $ 2.8 |
Other Matters - Sawtooth Joint
Other Matters - Sawtooth Joint Venture (Details) - USD ($) $ in Thousands | Jul. 10, 2018 | Mar. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 30, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Proceeds from sale of business | $ 896,500 | $ 212,400 | $ 329,780 | $ 134,370 | $ 343,135 | |
Sawtooth | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Noncontrolling interest, ownership interest percentage | 28.50% | |||||
Proceeds from sale of business | $ 37,600 | |||||
Intangible asset additions | $ 21,600 | |||||
Parent, ownership interest percentage | 71.50% | |||||
Subsequent Event | Sawtooth | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||
Time period to acquire additional ownership interest | 3 years | |||||
Additional proceeds to acquire remaining interest | $ 182,400 |
Other Matters - Termination of
Other Matters - Termination of a Storage Sublease Agreement (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Other Matters [Abstract] | |||
Storage sublease agreement term | 5 years | ||
Storage sublease agreement number of payments | 5 | ||
Storage sublease agreement period of benefit | 4 years | ||
Gain on termination of contract | $ 0 | $ 16,205 | $ 0 |
Other Matters - Termination o_2
Other Matters - Termination of Development Agreement (Details) - USD ($) $ in Thousands | Jun. 03, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 |
Oil and Gas Delivery Commitments and Contracts | ||||
Payment to terminate contract | $ 0 | $ 16,875 | $ 0 | |
Gain on termination of contract | 0 | 16,205 | 0 | |
Gain on disposition or impairment of assets, net | $ 17,104 | 208,890 | $ (320,903) | |
Water solutions | ||||
Oil and Gas Delivery Commitments and Contracts | ||||
Payment to terminate contract | $ 49,600 | |||
Amortizable life | 2 years | |||
Increase in property, plant and equipment | $ 1,200 | |||
Intangible asset additions | 3,300 | |||
Noncontrolling interest, increase from acquisition of assets | 2,800 | |||
Payments for early extinguishment of liabilities | 25,500 | 46,800 | ||
Release of liabilities, contract termination | $ 16,900 | |||
Gain on termination of contract | 21,300 | |||
Gain on disposition or impairment of assets, net | $ 22,700 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 4,946,132 | $ 4,353,783 | $ 3,876,676 | $ 3,730,705 | $ 3,716,480 | $ 3,311,532 | $ 3,005,460 | $ 2,673,731 | $ 16,907,296 | $ 12,707,203 | $ 11,468,646 |
Total cost of sales | 4,790,641 | 4,235,867 | 3,757,450 | 3,628,683 | 3,554,525 | 3,201,059 | 2,919,052 | 2,553,768 | 16,412,641 | 12,228,404 | 10,761,793 |
Net (loss) income | 110,912 | 56,769 | (173,579) | (63,707) | 26,486 | 1,293 | (66,658) | 182,753 | (69,605) | 143,874 | (187,097) |
Net (loss) income attributable to NGL Energy Partners LP | $ 109,602 | $ 56,256 | $ (173,371) | $ (63,362) | $ 25,745 | $ 976 | $ (66,599) | $ 176,920 | $ (70,875) | $ 137,042 | $ (198,929) |
Basic (loss) income per common unit | $ 0.76 | $ 0.33 | $ (1.56) | $ (0.61) | $ 0.14 | $ (0.07) | $ (0.71) | $ 1.66 | $ (1.08) | $ 0.99 | $ (2.35) |
Diluted (loss) income per common unit | $ 0.71 | $ 0.32 | $ (1.56) | $ (0.61) | $ 0.14 | $ (0.07) | $ (0.71) | $ 1.38 | $ (1.08) | $ 0.95 | $ (2.35) |
Basic weighted average common units outstanding (in units) | 121,271,959 | 120,844,008 | 121,314,636 | 120,535,909 | 114,131,764 | 107,966,901 | 106,186,389 | 104,169,573 | 120,991,340 | 108,091,486 | 104,838,886 |
Diluted weighted average common units outstanding (in units) | 146,868,349 | 124,161,966 | 121,314,636 | 120,535,909 | 120,198,802 | 107,966,901 | 106,186,389 | 128,453,733 | 120,991,340 | 111,850,621 | 104,838,886 |
Assets, Liabilities and Redee_3
Assets, Liabilities and Redeemable Noncontrolling Interest Held for Sale and Discontinued Operations (Details) | Jul. 10, 2018USD ($) | Mar. 30, 2018USD ($) | Mar. 31, 2018USD ($)facility | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Proceeds from sale of business | $ 896,500,000 | $ 212,400,000 | $ 329,780,000 | $ 134,370,000 | $ 343,135,000 |
Gain on sale of business | $ 89,300,000 | ||||
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | |||||
Cash and cash equivalents | 4,113,000 | 4,438,000 | |||
Accounts receivable-trade, net | 45,924,000 | 45,049,000 | |||
Accounts receivable-affiliates | 0 | 2,000 | |||
Inventories | 13,250,000 | 17,387,000 | |||
Prepaid expenses and other current assets | 2,796,000 | 3,399,000 | |||
Property, plant and equipment, net | 201,340,000 | 260,830,000 | |||
Goodwill | 107,951,000 | 130,427,000 | |||
Intangible assets, net | 141,328,000 | 156,704,000 | |||
Other assets | 902,000 | 1,184,000 | |||
Total assets held for sale | 517,604,000 | 619,420,000 | |||
Accounts payable-trade | 7,790,000 | 7,552,000 | |||
Accrued expenses and other payables | 6,583,000 | 8,669,000 | |||
Advance payments received from customers | 12,842,000 | 25,352,000 | |||
Current maturities of long-term debt | 2,550,000 | 3,731,000 | |||
Long-term debt, net | 2,888,000 | 4,957,000 | |||
Other liabilities | 0 | 30,000 | |||
Redeemable noncontrolling interest | 9,927,000 | 3,072,000 | |||
Total liabilities and redeemable noncontrolling interest held for sale | 42,580,000 | 53,363,000 | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Revenues | 521,511,000 | 413,206,000 | 352,977,000 | ||
Cost of sales | 269,367,000 | 191,589,000 | 156,757,000 | ||
Operating expenses | 129,789,000 | 118,922,000 | 104,287,000 | ||
General and administrative expense | 11,322,000 | 10,761,000 | 11,982,000 | ||
Depreciation and amortization | 43,692,000 | 42,966,000 | 35,992,000 | ||
Gain on disposal or impairment of assets, net | (88,209,000) | (287,000) | (137,000) | ||
Operating income from discontinued operations | 155,550,000 | 49,255,000 | 44,096,000 | ||
Equity in earnings (loss) of unconsolidated entities | 425,000 | (746,000) | (528,000) | ||
Interest expense | (422,000) | (484,000) | (340,000) | ||
Other income, net | 1,330,000 | 1,052,000 | 1,055,000 | ||
Income from discontinued operations before taxes (1) | 156,883,000 | 49,077,000 | 44,283,000 | ||
Income tax expense | (103,000) | (5,000) | (62,000) | ||
Income from discontinued operations, net of tax | 156,780,000 | 49,072,000 | 44,221,000 | ||
Discontinued operations income attributable to redeemable noncontrolling interests | $ 1,030,000 | $ 0 | $ 0 | ||
Retail Propane Business 2018 Acquisitions Acquisition Accounting In Process | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Business combination number for which acquisition accounting is not completed | facility | 7 | ||||
Number of businesses sold | 3 |
Subsequent Events - Repurchase
Subsequent Events - Repurchase of Warrants (Details) - USD ($) $ in Thousands | Apr. 26, 2018 | Jun. 23, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Events | |||||
Repurchase of warrants | $ 10,549 | $ 0 | $ 0 | ||
Warrant | Oaktree Capital Management L.P. | |||||
Subsequent Events | |||||
Repurchase of warrants (in units) | 1,229,575 | 850,716 | |||
Repurchase of warrants | $ 15,000 | $ 10,500 |
Subsequent Events - Acquisition
Subsequent Events - Acquisitions - Water Pipeline Company (Details) - Water Pipeline Company $ in Millions | Apr. 24, 2018USD ($) |
Business Acquisition | |
Ownership interest acquired | 18.375% |
Total consideration to acquire additional interest | $ 4 |
Subsequent Events - Acquisiti_2
Subsequent Events - Acquisitions - Water Solutions Facilities (Details) - Water Solutions Facilities 2019 Acquisitions Acquisition Accounting In Process $ in Millions | 2 Months Ended |
May 30, 2018USD ($)facility | |
Business Acquisition | |
Total consideration to acquire businesses | $ | $ 29.8 |
Saltwater Facility | |
Business Acquisition | |
Business combination number for which acquisition accounting is not completed | 1 |
Freshwater Facility | |
Business Acquisition | |
Business combination number for which acquisition accounting is not completed | 4 |
Subsequent Events - Acquisiti_3
Subsequent Events - Acquisitions - Retail Propane Businesses (Details) - Retail Propane Business 2019 Acquisitions Acquisition Accounting In Process $ in Millions | 2 Months Ended | 3 Months Ended |
May 30, 2018USD ($) | Jun. 30, 2018facility | |
Business Acquisition | ||
Number of businesses acquired | facility | 3 | |
Total consideration to acquire businesses | $ | $ 19.3 |
Subsequent Events - Disposition
Subsequent Events - Dispositions - E Energy Adams (Details) - USD ($) $ in Millions | May 03, 2018 | Mar. 31, 2018 |
E Energy Adams, LLC | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Proceeds from sale of interest in equity method investee | $ 18.6 | |
Operating segment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Ownership interest | 50.00% | |
Refined products and renewables | Operating segment | E Energy Adams, LLC | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Ownership interest | 20.00% |
Consolidating Guarantor and N_3
Consolidating Guarantor and Non-Guarantor Financial Information - Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 22,094 | $ 7,826 | $ 24,536 | $ 34,894 |
Accounts receivable - trade, net of allowance for doubtful accounts | 1,026,764 | 755,558 | ||
Accounts receivable-affiliates | 4,772 | 6,709 | ||
Inventories | 551,303 | 544,045 | ||
Prepaid expenses and other current assets | 128,742 | 99,794 | ||
Assets held for sale | 517,604 | 619,420 | ||
Total current assets | 2,251,279 | 2,033,352 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,518,607 | 1,529,443 | ||
GOODWILL | 1,204,607 | 1,321,289 | 1,187,934 | |
INTANGIBLE ASSETS, net of accumulated amortization | 913,154 | 1,007,252 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 17,236 | 187,423 | ||
LOAN RECEIVABLE-AFFILIATE | 1,200 | 3,200 | ||
OTHER NONCURRENT ASSETS | 245,039 | 238,420 | ||
Total assets | 6,151,122 | 6,320,379 | ||
CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: | ||||
Accounts payable-trade | 852,839 | 650,469 | ||
Accounts payable-affiliates | 1,254 | 7,918 | ||
Accrued expenses and other payables | 223,504 | 198,456 | ||
Advance payments received from customers | 8,374 | 10,592 | ||
Current maturities of long-term debt | 646 | 25,859 | ||
Liabilities and redeemable noncontrolling interest held for sale | 42,580 | 53,363 | ||
Total current liabilities and redeemable noncontrolling interest | 1,129,197 | 946,657 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,679,740 | 2,958,526 | ||
OTHER NONCURRENT LIABILITIES | 173,514 | 184,504 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 82,576 | 63,890 | ||
EQUITY: | ||||
Partners' equity | 2,004,407 | 2,141,884 | ||
Accumulated other comprehensive income (loss) | (1,815) | (1,828) | ||
Noncontrolling interests | 83,503 | 26,746 | ||
Total equity | 2,086,095 | 2,166,802 | 1,694,065 | 2,693,432 |
Total liabilities and equity | 6,151,122 | 6,320,379 | ||
Reportable Entity | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 25,749 | |||
Reportable Entity | NGL Energy Partners LP (Parent) | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 16,915 | 6,257 | 25,749 | 29,115 |
Total current assets | 16,915 | 6,257 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 0 | 0 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | 2,110,940 | 2,424,730 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 1,703,327 | 1,978,158 | ||
Total assets | 3,831,182 | 4,409,145 | ||
CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: | ||||
Accounts payable-affiliates | 1 | 1 | ||
Accrued expenses and other payables | 41,104 | 42,150 | ||
Current maturities of long-term debt | 0 | 25,000 | ||
Total current liabilities and redeemable noncontrolling interest | 41,105 | 67,151 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 1,704,909 | 2,138,048 | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 82,576 | 63,890 | ||
EQUITY: | ||||
Partners' equity | 2,002,592 | 2,140,056 | ||
Total equity | 2,002,592 | 2,140,056 | ||
Total liabilities and equity | 3,831,182 | 4,409,145 | ||
Reportable Entity | Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 3,329 | 73 | (1,701) | 4,980 |
Accounts receivable - trade, net of allowance for doubtful accounts | 1,021,616 | 752,734 | ||
Accounts receivable-affiliates | 4,772 | 6,709 | ||
Inventories | 550,978 | 544,045 | ||
Prepaid expenses and other current assets | 128,311 | 99,416 | ||
Assets held for sale | 490,800 | 592,080 | ||
Total current assets | 2,199,806 | 1,995,057 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,371,495 | 1,477,804 | ||
GOODWILL | 1,127,347 | 1,309,049 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 829,449 | 1,000,505 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 17,236 | 187,423 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (2,121,741) | (2,408,189) | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 244,109 | 47,598 | ||
LOAN RECEIVABLE-AFFILIATE | 1,200 | 3,200 | ||
OTHER NONCURRENT ASSETS | 245,039 | 238,252 | ||
Total assets | 3,913,940 | 3,850,699 | ||
CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: | ||||
Accounts payable-trade | 850,607 | 650,290 | ||
Accounts payable-affiliates | 1,253 | 7,907 | ||
Accrued expenses and other payables | 181,115 | 155,622 | ||
Advance payments received from customers | 4,507 | 10,592 | ||
Current maturities of long-term debt | 646 | 859 | ||
Liabilities and redeemable noncontrolling interest held for sale | 30,066 | 46,966 | ||
Total current liabilities and redeemable noncontrolling interest | 1,068,194 | 872,236 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 974,831 | 820,478 | ||
OTHER NONCURRENT LIABILITIES | 167,588 | 179,827 | ||
EQUITY: | ||||
Partners' equity | 1,704,896 | 1,979,785 | ||
Accumulated other comprehensive income (loss) | (1,569) | (1,627) | ||
Noncontrolling interests | 0 | |||
Total equity | 1,703,327 | 1,978,158 | ||
Total liabilities and equity | 3,913,940 | 3,850,699 | ||
Reportable Entity | Non-Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 1,850 | 1,496 | $ 488 | $ 799 |
Accounts receivable - trade, net of allowance for doubtful accounts | 5,148 | 2,824 | ||
Accounts receivable-affiliates | 0 | 0 | ||
Inventories | 325 | 0 | ||
Prepaid expenses and other current assets | 431 | 378 | ||
Assets held for sale | 26,804 | 27,340 | ||
Total current assets | 34,558 | 32,038 | ||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 147,112 | 51,639 | ||
GOODWILL | 77,260 | 12,240 | ||
INTANGIBLE ASSETS, net of accumulated amortization | 83,705 | 6,747 | ||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 0 | 0 | ||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | 10,801 | (16,541) | ||
OTHER NONCURRENT ASSETS | 0 | 168 | ||
Total assets | 353,436 | 86,291 | ||
CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST: | ||||
Accounts payable-trade | 2,232 | 179 | ||
Accounts payable-affiliates | 0 | 10 | ||
Accrued expenses and other payables | 1,285 | 684 | ||
Advance payments received from customers | 3,867 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Liabilities and redeemable noncontrolling interest held for sale | 12,514 | 6,397 | ||
Total current liabilities and redeemable noncontrolling interest | 19,898 | 7,270 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 0 | 0 | ||
OTHER NONCURRENT LIABILITIES | 5,926 | 4,677 | ||
EQUITY: | ||||
Partners' equity | 327,858 | 74,545 | ||
Accumulated other comprehensive income (loss) | (246) | (201) | ||
Total equity | 327,612 | 74,344 | ||
Total liabilities and equity | 353,436 | 86,291 | ||
Consolidating Adjustments | ||||
CURRENT ASSETS: | ||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (1,947,436) | (2,025,756) | ||
Total assets | (1,947,436) | (2,025,756) | ||
EQUITY: | ||||
Partners' equity | (2,030,939) | (2,052,502) | ||
Noncontrolling interests | 83,503 | 26,746 | ||
Total equity | (1,947,436) | (2,025,756) | ||
Total liabilities and equity | $ (1,947,436) | $ (2,025,756) |
Consolidating Guarantor and N_4
Consolidating Guarantor and Non-Guarantor Financial Information - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidating Statement of Operations | |||||||||||
REVENUES | $ 4,946,132 | $ 4,353,783 | $ 3,876,676 | $ 3,730,705 | $ 3,716,480 | $ 3,311,532 | $ 3,005,460 | $ 2,673,731 | $ 16,907,296 | $ 12,707,203 | $ 11,468,646 |
COST OF SALES | 4,790,641 | 4,235,867 | 3,757,450 | 3,628,683 | 3,554,525 | 3,201,059 | 2,919,052 | 2,553,768 | 16,412,641 | 12,228,404 | 10,761,793 |
OPERATING COSTS AND EXPENSES: | |||||||||||
Operating | 201,068 | 189,003 | 296,831 | ||||||||
General and administrative | 98,129 | 105,805 | 127,559 | ||||||||
Depreciation and amortization | 209,020 | 180,239 | 192,932 | ||||||||
(Gain) loss on disposal or impairment of assets, net | (17,104) | (208,890) | 320,903 | ||||||||
Revaluation of liabilities | 20,716 | 6,717 | (82,673) | ||||||||
Operating (Loss) Income | (17,174) | 205,925 | (148,699) | ||||||||
OTHER INCOME (EXPENSE): | |||||||||||
Equity in earnings of unconsolidated entities | 7,539 | 3,830 | 16,649 | ||||||||
Revaluation of investments | 0 | (14,365) | 0 | ||||||||
Interest expense | (199,148) | (149,994) | (132,749) | ||||||||
(Loss) gain on early extinguishment of liabilities, net | (23,201) | 24,727 | 28,532 | ||||||||
Other income, net | 6,953 | 26,612 | 4,521 | ||||||||
(Loss) Income From Continuing Operations Before Income Taxes | (225,031) | 96,735 | (231,746) | ||||||||
INCOME TAX (EXPENSE) BENEFIT | (1,354) | (1,933) | 428 | ||||||||
(Loss) Income From Continuing Operations | (226,385) | 94,802 | (231,318) | ||||||||
Income From Discontinued Operations, net of Tax | 156,780 | 49,072 | 44,221 | ||||||||
Net (Loss) Income | 110,912 | 56,769 | (173,579) | (63,707) | 26,486 | 1,293 | (66,658) | 182,753 | (69,605) | 143,874 | (187,097) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (240) | (6,832) | (11,832) | ||||||||
Net income attributable to redeemable noncontrolling interest | (1,030) | 0 | 0 | ||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | $ 109,602 | $ 56,256 | $ (173,371) | $ (63,362) | $ 25,745 | $ 976 | $ (66,599) | $ 176,920 | (70,875) | 137,042 | (198,929) |
Reportable Entity | NGL Energy Partners LP (Parent) | |||||||||||
OTHER INCOME (EXPENSE): | |||||||||||
Interest expense | (142,159) | (91,259) | (43,493) | ||||||||
(Loss) gain on early extinguishment of liabilities, net | (23,201) | 8,507 | |||||||||
(Loss) Income From Continuing Operations Before Income Taxes | (165,360) | (82,752) | (43,493) | ||||||||
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES | 94,485 | 219,794 | (155,436) | ||||||||
(Loss) Income From Continuing Operations | (70,875) | 137,042 | (198,929) | ||||||||
Net (Loss) Income | (70,875) | 137,042 | (198,929) | ||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | (70,875) | 137,042 | (198,929) | ||||||||
Reportable Entity | Guarantor Subsidiaries | |||||||||||
Consolidating Statement of Operations | |||||||||||
REVENUES | 16,888,834 | 12,688,354 | 11,329,210 | ||||||||
COST OF SALES | 16,412,642 | 12,228,661 | 10,768,634 | ||||||||
OPERATING COSTS AND EXPENSES: | |||||||||||
Operating | 194,048 | 182,476 | 227,260 | ||||||||
General and administrative | 97,552 | 105,402 | 110,639 | ||||||||
Depreciation and amortization | 198,119 | 172,798 | 149,158 | ||||||||
(Gain) loss on disposal or impairment of assets, net | (133,979) | (208,890) | 303,559 | ||||||||
Revaluation of liabilities | 20,124 | 6,305 | (82,673) | ||||||||
Operating (Loss) Income | 100,328 | 201,602 | (147,367) | ||||||||
OTHER INCOME (EXPENSE): | |||||||||||
Equity in earnings of unconsolidated entities | 7,539 | 3,830 | 4,902 | ||||||||
Revaluation of investments | (14,365) | ||||||||||
Interest expense | (56,988) | (58,607) | (82,045) | ||||||||
(Loss) gain on early extinguishment of liabilities, net | 0 | 16,220 | 28,532 | ||||||||
Other income, net | 7,753 | 27,205 | 4,536 | ||||||||
(Loss) Income From Continuing Operations Before Income Taxes | 58,632 | 175,885 | (191,442) | ||||||||
INCOME TAX (EXPENSE) BENEFIT | (1,354) | (1,933) | 635 | ||||||||
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES | (116,224) | (1,336) | (7,011) | ||||||||
(Loss) Income From Continuing Operations | (58,946) | 172,616 | (197,818) | ||||||||
Income From Discontinued Operations, net of Tax | 153,431 | 47,178 | 42,382 | ||||||||
Net (Loss) Income | 94,485 | 219,794 | (155,436) | ||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 94,485 | 219,794 | (155,436) | ||||||||
Reportable Entity | Non-Guarantor Subsidiaries | |||||||||||
Consolidating Statement of Operations | |||||||||||
REVENUES | 19,954 | 19,639 | 169,987 | ||||||||
COST OF SALES | 1,491 | 533 | 23,510 | ||||||||
OPERATING COSTS AND EXPENSES: | |||||||||||
Operating | 7,020 | 6,527 | 69,771 | ||||||||
General and administrative | 577 | 403 | 16,920 | ||||||||
Depreciation and amortization | 10,901 | 7,441 | 43,774 | ||||||||
(Gain) loss on disposal or impairment of assets, net | 116,875 | 0 | 17,344 | ||||||||
Revaluation of liabilities | 592 | 412 | |||||||||
Operating (Loss) Income | (117,502) | 4,323 | (1,332) | ||||||||
OTHER INCOME (EXPENSE): | |||||||||||
Equity in earnings of unconsolidated entities | 0 | 11,747 | |||||||||
Interest expense | (46) | (174) | (7,257) | ||||||||
Other income, net | 19 | 0 | 295 | ||||||||
(Loss) Income From Continuing Operations Before Income Taxes | (117,529) | 4,149 | 3,453 | ||||||||
INCOME TAX (EXPENSE) BENEFIT | 0 | (207) | |||||||||
(Loss) Income From Continuing Operations | (117,529) | 4,149 | 3,246 | ||||||||
Income From Discontinued Operations, net of Tax | 2,575 | 1,347 | 1,575 | ||||||||
Net (Loss) Income | (114,954) | 5,496 | 4,821 | ||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | (114,954) | 5,496 | 4,821 | ||||||||
Consolidating Adjustments | |||||||||||
Consolidating Statement of Operations | |||||||||||
REVENUES | (1,492) | (790) | (30,551) | ||||||||
COST OF SALES | (1,492) | (790) | (30,351) | ||||||||
OPERATING COSTS AND EXPENSES: | |||||||||||
Operating | (200) | ||||||||||
Operating (Loss) Income | 0 | 0 | 0 | ||||||||
OTHER INCOME (EXPENSE): | |||||||||||
Interest expense | 45 | 46 | 46 | ||||||||
Other income, net | (819) | (593) | (310) | ||||||||
(Loss) Income From Continuing Operations Before Income Taxes | (774) | (547) | (264) | ||||||||
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES | 21,739 | (218,458) | 162,447 | ||||||||
(Loss) Income From Continuing Operations | 20,965 | (219,005) | 162,183 | ||||||||
Income From Discontinued Operations, net of Tax | 774 | 547 | 264 | ||||||||
Net (Loss) Income | 21,739 | (218,458) | 162,447 | ||||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (240) | (6,832) | (11,832) | ||||||||
Net income attributable to redeemable noncontrolling interest | (1,030) | ||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | $ 20,469 | $ (225,290) | $ 150,615 |
Consolidating Guarantor and N_5
Consolidating Guarantor and Non-Guarantor Financial Information - Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidating Statement of Comprehensive Income | |||||||||||
Net (loss) income | $ 110,912 | $ 56,769 | $ (173,579) | $ (63,707) | $ 26,486 | $ 1,293 | $ (66,658) | $ 182,753 | $ (69,605) | $ 143,874 | $ (187,097) |
Other comprehensive income (loss) | 13 | (1,671) | (48) | ||||||||
Comprehensive (loss) income | (69,592) | 142,203 | (187,145) | ||||||||
Reportable Entity | NGL Energy Partners LP (Parent) | |||||||||||
Consolidating Statement of Comprehensive Income | |||||||||||
Net (loss) income | (70,875) | 137,042 | (198,929) | ||||||||
Comprehensive (loss) income | (70,875) | 137,042 | (198,929) | ||||||||
Reportable Entity | Guarantor Subsidiaries | |||||||||||
Consolidating Statement of Comprehensive Income | |||||||||||
Net (loss) income | 94,485 | 219,794 | (155,436) | ||||||||
Other comprehensive income (loss) | 58 | (1,626) | 0 | ||||||||
Comprehensive (loss) income | 94,543 | 218,168 | (155,436) | ||||||||
Reportable Entity | Non-Guarantor Subsidiaries | |||||||||||
Consolidating Statement of Comprehensive Income | |||||||||||
Net (loss) income | (114,954) | 5,496 | 4,821 | ||||||||
Other comprehensive income (loss) | (45) | (45) | (48) | ||||||||
Comprehensive (loss) income | (114,999) | 5,451 | 4,773 | ||||||||
Consolidating Adjustments | |||||||||||
Consolidating Statement of Comprehensive Income | |||||||||||
Net (loss) income | 21,739 | (218,458) | 162,447 | ||||||||
Comprehensive (loss) income | $ 21,739 | $ (218,458) | $ 162,447 |
Consolidating Guarantor and N_6
Consolidating Guarantor and Non-Guarantor Financial Information - Statements of Cash Flows (Details) - USD ($) $ in Thousands | Jul. 10, 2018 | Mar. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 |
OPERATING ACTIVITIES: | |||||
Net cash (used in) provided by operating activities-continuing operations | $ 53,629 | $ (97,800) | $ 240,105 | ||
Net cash provided by operating activities-discontinued operations | 84,338 | 72,762 | 114,159 | ||
Net cash provided by (used in) operating activities | 137,967 | (25,038) | 354,264 | ||
INVESTING ACTIVITIES: | |||||
Capital expenditures | (133,761) | (344,936) | (638,942) | ||
Acquisitions, net of cash acquired | (19,897) | (41,928) | (208,864) | ||
Settlements of commodity derivatives | (100,405) | (37,086) | 104,924 | ||
Proceeds from sales of assets | 33,844 | 28,232 | 7,284 | ||
Proceeds from divestitures of businesses and investments | $ 896,500 | $ 212,400 | 329,780 | 134,370 | 343,135 |
Transaction with an unconsolidated entity (Note 13) | (6,424) | 0 | 0 | ||
Investments in unconsolidated entities | (21,465) | (2,105) | (11,431) | ||
Distributions of capital from unconsolidated entities | 11,969 | 9,692 | 15,792 | ||
Loan for natural gas liquids facility | 0 | 0 | (3,913) | ||
Repayments on loan for natural gas liquids facility | 10,052 | 8,916 | 7,618 | ||
Loan to affiliate | (2,510) | (3,200) | (15,621) | ||
Repayments on loan to affiliate | 4,160 | 655 | 1,513 | ||
Payment to terminate development agreement | 0 | (16,875) | 0 | ||
Net cash provided by (used in) investing activities-continuing operations | 105,343 | (264,265) | (398,505) | ||
Net cash provided by (used in) investing activities-discontinued operations | 165,239 | (98,861) | (46,822) | ||
Net cash used in investing activities | 270,582 | (363,126) | (445,327) | ||
FINANCING ACTIVITIES: | |||||
Proceeds from borrowings under revolving credit facilities | 2,434,500 | 1,700,000 | 2,602,500 | ||
Payments on revolving credit facilities | (2,279,500) | (2,733,500) | (2,133,000) | ||
Issuance of senior unsecured notes | 0 | 1,200,000 | 0 | ||
Repayment and repurchase of senior secured and senior unsecured notes | (486,699) | (21,193) | (43,421) | ||
Proceeds from borrowings under other long-term debt | 0 | 0 | 53,223 | ||
Payments on other long-term debt | (877) | (46,153) | (2,089) | ||
Debt issuance costs | (2,700) | (33,558) | (10,237) | ||
Contributions from general partner | 0 | 49 | 54 | ||
Contributions from noncontrolling interest owners, net | 23 | 672 | 11,547 | ||
Distributions to general and common unit partners and preferred unitholders | (225,067) | (181,581) | (322,007) | ||
Distributions to noncontrolling interest owners | (3,082) | (3,292) | (35,720) | ||
Proceeds from sale of preferred units, net of offering costs | 202,731 | 234,975 | 0 | ||
Repurchase of warrants | (10,549) | 0 | 0 | ||
Common unit repurchases and cancellations | (15,817) | 0 | (17,680) | ||
Proceeds from sale of common units, net of offering costs | 0 | 287,136 | 0 | ||
Payments for settlement and early extinguishment of liabilities | (3,408) | (28,468) | 0 | ||
Taxes paid on behalf of equity incentive plan participants | 0 | 0 | (19,395) | ||
Other | 0 | 0 | (72) | ||
Net cash (used in) provided by financing activities-continuing operations | (390,445) | 375,087 | 83,703 | ||
Net cash used in financing activities-discontinued operations | (3,836) | (3,633) | (2,998) | ||
Net cash (used in) provided by financing activities | (394,281) | 371,454 | 80,705 | ||
Net increase (decrease) in cash and cash equivalents | 14,268 | (16,710) | (10,358) | ||
Cash and cash equivalents, beginning of period | 7,826 | 24,536 | 34,894 | ||
Cash and cash equivalents, end of period | 22,094 | 7,826 | 24,536 | ||
Reportable Entity | |||||
FINANCING ACTIVITIES: | |||||
Cash and cash equivalents, beginning of period | 25,749 | ||||
Cash and cash equivalents, end of period | 25,749 | ||||
Reportable Entity | NGL Energy Partners LP (Parent) | |||||
OPERATING ACTIVITIES: | |||||
Net cash (used in) provided by operating activities-continuing operations | (141,967) | (749,250) | (75,446) | ||
Net cash provided by operating activities-discontinued operations | 624 | ||||
Net cash provided by (used in) operating activities | (141,967) | (749,250) | (74,822) | ||
INVESTING ACTIVITIES: | |||||
Acquisitions, net of cash acquired | 0 | ||||
Net cash provided by (used in) investing activities-continuing operations | 0 | 0 | 0 | ||
Net cash provided by (used in) investing activities-discontinued operations | (624) | ||||
Net cash used in investing activities | (624) | ||||
FINANCING ACTIVITIES: | |||||
Issuance of senior unsecured notes | 1,200,000 | ||||
Repayment and repurchase of senior secured and senior unsecured notes | (486,699) | (21,193) | (43,421) | ||
Debt issuance costs | (692) | (21,868) | (3,493) | ||
Contributions from general partner | 49 | 54 | |||
Contributions from noncontrolling interest owners, net | (3,829) | ||||
Distributions to general and common unit partners and preferred unitholders | (225,067) | (181,581) | (322,007) | ||
Proceeds from sale of preferred units, net of offering costs | 202,731 | 234,975 | |||
Repurchase of warrants | (10,549) | ||||
Common unit repurchases and cancellations | (15,817) | (17,680) | |||
Proceeds from sale of common units, net of offering costs | 287,136 | ||||
Net changes in advances with consolidated entities | 688,718 | (767,760) | 462,456 | ||
Net cash (used in) provided by financing activities-continuing operations | 152,625 | 729,758 | 72,080 | ||
Net cash (used in) provided by financing activities | 152,625 | 729,758 | 72,080 | ||
Net increase (decrease) in cash and cash equivalents | 10,658 | (19,492) | (3,366) | ||
Cash and cash equivalents, beginning of period | 6,257 | 25,749 | 29,115 | ||
Cash and cash equivalents, end of period | 16,915 | 6,257 | 25,749 | ||
Reportable Entity | Guarantor Subsidiaries | |||||
OPERATING ACTIVITIES: | |||||
Net cash (used in) provided by operating activities-continuing operations | 186,959 | 635,322 | 253,385 | ||
Net cash provided by operating activities-discontinued operations | 80,857 | 67,733 | 110,022 | ||
Net cash provided by (used in) operating activities | 267,816 | 703,055 | 363,407 | ||
INVESTING ACTIVITIES: | |||||
Capital expenditures | (130,760) | (338,569) | (581,813) | ||
Acquisitions, net of cash acquired | 3,100 | (41,928) | (208,864) | ||
Settlements of commodity derivatives | (100,405) | (37,086) | 104,924 | ||
Proceeds from sales of assets | 33,844 | 28,232 | 7,284 | ||
Proceeds from divestitures of businesses and investments | 292,112 | 112,370 | 343,135 | ||
Transaction with an unconsolidated entity (Note 13) | (6,424) | ||||
Investments in unconsolidated entities | (21,465) | (2,105) | (4,480) | ||
Distributions of capital from unconsolidated entities | 11,969 | 9,692 | 11,031 | ||
Loan for natural gas liquids facility | (3,913) | ||||
Repayments on loan for natural gas liquids facility | 10,052 | 8,916 | 7,618 | ||
Loan to affiliate | (2,510) | (3,200) | (15,621) | ||
Repayments on loan to affiliate | 4,160 | 655 | 1,513 | ||
Payment to terminate development agreement | (16,875) | ||||
Net cash provided by (used in) investing activities-continuing operations | 93,673 | (279,898) | (339,186) | ||
Net cash provided by (used in) investing activities-discontinued operations | 165,958 | (86,463) | (43,778) | ||
Net cash used in investing activities | 259,631 | (366,361) | (382,964) | ||
FINANCING ACTIVITIES: | |||||
Proceeds from borrowings under revolving credit facilities | 2,434,500 | 1,700,000 | 2,499,000 | ||
Payments on revolving credit facilities | (2,279,500) | (2,733,500) | (2,041,500) | ||
Proceeds from borrowings under other long-term debt | 45,873 | ||||
Payments on other long-term debt | (877) | (46,153) | (1,834) | ||
Debt issuance costs | (2,008) | (11,690) | (6,744) | ||
Payments for settlement and early extinguishment of liabilities | (3,408) | (28,468) | |||
Taxes paid on behalf of equity incentive plan participants | (19,395) | ||||
Net changes in advances with consolidated entities | (669,452) | 788,334 | (459,553) | ||
Other | (43) | ||||
Net cash (used in) provided by financing activities-continuing operations | (520,745) | (331,477) | 15,804 | ||
Net cash used in financing activities-discontinued operations | (3,446) | (3,443) | (2,928) | ||
Net cash (used in) provided by financing activities | (524,191) | (334,920) | 12,876 | ||
Net increase (decrease) in cash and cash equivalents | 3,256 | 1,774 | (6,681) | ||
Cash and cash equivalents, beginning of period | 73 | (1,701) | 4,980 | ||
Cash and cash equivalents, end of period | 3,329 | 73 | (1,701) | ||
Reportable Entity | Non-Guarantor Subsidiaries | |||||
OPERATING ACTIVITIES: | |||||
Net cash (used in) provided by operating activities-continuing operations | 9,411 | 16,675 | 62,430 | ||
Net cash provided by operating activities-discontinued operations | 3,481 | 5,029 | 3,513 | ||
Net cash provided by (used in) operating activities | 12,892 | 21,704 | 65,943 | ||
INVESTING ACTIVITIES: | |||||
Capital expenditures | (3,001) | (6,367) | (57,129) | ||
Acquisitions, net of cash acquired | (22,997) | 0 | 0 | ||
Proceeds from sales of assets | 0 | 0 | 0 | ||
Proceeds from divestitures of businesses and investments | 37,668 | 22,000 | |||
Investments in unconsolidated entities | (6,951) | ||||
Distributions of capital from unconsolidated entities | 4,761 | ||||
Net cash provided by (used in) investing activities-continuing operations | 11,670 | 15,633 | (59,319) | ||
Net cash provided by (used in) investing activities-discontinued operations | (719) | (12,398) | (2,420) | ||
Net cash used in investing activities | 10,951 | 3,235 | (61,739) | ||
FINANCING ACTIVITIES: | |||||
Proceeds from borrowings under revolving credit facilities | 103,500 | ||||
Payments on revolving credit facilities | (91,500) | ||||
Proceeds from borrowings under other long-term debt | 7,350 | ||||
Payments on other long-term debt | 0 | 0 | (255) | ||
Contributions from noncontrolling interest owners, net | 23 | 672 | 15,376 | ||
Distributions to noncontrolling interest owners | (3,082) | (3,292) | (35,720) | ||
Net changes in advances with consolidated entities | (20,040) | (21,121) | (3,167) | ||
Other | (29) | ||||
Net cash (used in) provided by financing activities-continuing operations | (23,099) | (23,741) | (4,445) | ||
Net cash used in financing activities-discontinued operations | (390) | (190) | (70) | ||
Net cash (used in) provided by financing activities | (23,489) | (23,931) | (4,515) | ||
Net increase (decrease) in cash and cash equivalents | 354 | 1,008 | (311) | ||
Cash and cash equivalents, beginning of period | 1,496 | 488 | 799 | ||
Cash and cash equivalents, end of period | 1,850 | 1,496 | 488 | ||
Consolidating Adjustments | |||||
OPERATING ACTIVITIES: | |||||
Net cash (used in) provided by operating activities-continuing operations | (774) | (547) | (264) | ||
Net cash provided by (used in) operating activities | (774) | (547) | (264) | ||
FINANCING ACTIVITIES: | |||||
Net changes in advances with consolidated entities | 774 | 547 | 264 | ||
Net cash (used in) provided by financing activities-continuing operations | 774 | 547 | 264 | ||
Net cash (used in) provided by financing activities | $ 774 | $ 547 | $ 264 |