Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-35172 | |
Entity Registrant Name | NGL Energy Partners LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3427920 | |
Entity Address, Address Line One | 6120 South Yale Avenue, Suite 805 | |
Entity Address, City or Town | Tulsa, | |
Entity Address, State or Province | OK | |
Entity Address, Postal Zip Code | 74136 | |
City Area Code | (918) | |
Local Phone Number | 481-1119 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 126,198,168 | |
Entity Central Index Key | 0001504461 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
NEW YORK STOCK EXCHANGE, INC. | Common units | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common units representing Limited Partner Interests | |
Trading Symbol | NGL | |
Security Exchange Name | NYSE | |
NEW YORK STOCK EXCHANGE, INC. | Class B Perpetual Preferred Units | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Fixed-to-floating rate cumulative redeemable perpetual preferred units | |
Trading Symbol | NGL-PB | |
Security Exchange Name | NYSE | |
NEW YORK STOCK EXCHANGE, INC. | Class C Perpetual Preferred Units | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Fixed-to-floating rate cumulative redeemable perpetual preferred units | |
Trading Symbol | NGL-PC | |
Security Exchange Name | NYSE |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 27,501 | $ 18,572 |
Accounts receivable-trade, net of allowance for doubtful accounts of $4,653 and $4,366, respectively | 911,982 | 1,162,919 |
Accounts receivable-affiliates | 11,507 | 12,867 |
Inventories | 519,603 | 463,143 |
Prepaid expenses and other current assets | 178,695 | 155,172 |
Total current assets | 1,649,288 | 1,812,673 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $442,868 and $420,362, respectively | 2,015,518 | 1,844,493 |
GOODWILL | 1,153,029 | 1,145,861 |
INTANGIBLE ASSETS, net of accumulated amortization of $555,307 and $524,257, respectively | 931,709 | 938,335 |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 1,585 | 1,127 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 518,035 | 0 |
OTHER NONCURRENT ASSETS | 125,741 | 160,004 |
Total assets | 6,394,905 | 5,902,493 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 814,141 | 964,665 |
Accounts payable-affiliates | 23,071 | 28,469 |
Accrued expenses and other payables | 214,243 | 248,450 |
Advance payments received from customers | 28,313 | 8,921 |
Current maturities of long-term debt | 649 | 648 |
Operating lease obligations | 77,021 | 0 |
Total current liabilities | 1,157,438 | 1,251,153 |
LONG-TERM DEBT, net of debt issuance costs of $19,025 and $12,008, respectively, and current maturities | 2,586,954 | 2,160,133 |
OPERATING LEASE OBLIGATIONS | 439,083 | 0 |
OTHER NONCURRENT LIABILITIES | 61,165 | 63,575 |
COMMITMENTS AND CONTINGENCIES (NOTE 9) | ||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 0 and 19,942,169 preferred units issued and outstanding, respectively | 0 | 149,814 |
EQUITY: | ||
General partner, representing a 0.1% interest, 126,093 and 124,633 notional units, respectively | (50,773) | (50,603) |
Limited partners, representing a 99.9% interest, 125,966,868 and 124,508,497 common units issued and outstanding, respectively | 1,897,407 | 2,067,197 |
Accumulated other comprehensive loss | (218) | (255) |
Noncontrolling interests | 58,480 | 58,748 |
Total equity | 2,150,265 | 2,277,818 |
Total liabilities and equity | 6,394,905 | 5,902,493 |
Class B Perpetual Preferred Units | ||
EQUITY: | ||
Preferred limited partners | 202,731 | 202,731 |
Class C Perpetual Preferred Units | ||
EQUITY: | ||
Preferred limited partners | $ 42,638 | $ 0 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Mar. 31, 2019 | |
Accounts receivable - trade, allowance for doubtful accounts | $ 4,653 | $ 4,366 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | 442,868 | 420,362 |
INTANGIBLE ASSETS, accumulated amortization | 555,307 | 524,257 |
Debt issuance costs, noncurrent, net | $ 19,025 | $ 12,008 |
General partner interest | 0.10% | 0.10% |
General partner, notional units outstanding (in units) | 126,093 | 124,633 |
Limited partner interest | 99.90% | 99.90% |
Limited partners, common units issued (in units) | 125,966,868 | 124,508,497 |
Limited partners, common units outstanding (in units) | 125,966,868 | 124,508,497 |
Class A Convertible Preferred Units | ||
Preferred units dividend rate | 10.75% | |
Temporary equity, issued (in units) | 19,942,169 | |
Temporary equity, outstanding (in units) | 19,942,169 | |
Class B Perpetual Preferred Units | ||
Preferred units, issued (in units) | 8,400,000 | 8,400,000 |
Preferred units, outstanding (in units) | 8,400,000 | 8,400,000 |
Class C Perpetual Preferred Units | ||
Preferred units, issued (in units) | 1,800,000 | |
Preferred units, outstanding (in units) | 1,800,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES: | ||
Crude Oil Logistics | $ 716,160 | $ 783,830 |
Water Solutions | 71,783 | 76,145 |
Liquids | 347,647 | 459,897 |
Refined Products and Renewables | 5,502,046 | 4,524,407 |
Other | 255 | 155 |
Revenues | 6,637,891 | 5,844,434 |
COST OF SALES: | ||
Crude Oil Logistics | 649,240 | 748,245 |
Water Solutions | (2,807) | 14,269 |
Liquids | 317,352 | 440,515 |
Refined Products and Renewables | 5,489,217 | 4,492,858 |
Other | 465 | 269 |
Total Cost of Sales | 6,453,467 | 5,696,156 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 64,267 | 56,262 |
General and administrative | 20,363 | 22,390 |
Depreciation and amortization | 54,208 | 52,045 |
(Gain) loss on disposal or impairment of assets, net | (967) | 101,335 |
Revaluation of liabilities | 0 | 800 |
Operating Income (Loss) | 46,553 | (84,554) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 8 | 219 |
Interest expense | (39,908) | (46,268) |
Loss on early extinguishment of liabilities, net | 0 | (137) |
Other income (expense), net | 1,075 | (33,742) |
Income (Loss) From Continuing Operations Before Income Taxes | 7,728 | (164,482) |
INCOME TAX BENEFIT (EXPENSE) | 311 | (651) |
Income (Loss) From Continuing Operations | 8,039 | (165,133) |
Loss From Discontinued Operations, net of Tax | 0 | (4,156) |
Net Income (Loss) | 8,039 | (169,289) |
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 268 | 345 |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | 0 | 398 |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 8,307 | (168,546) |
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (121,068) | (184,794) |
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | 0 | (3,754) |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS | $ (121,068) | $ (188,548) |
BASIC LOSS PER COMMON UNIT | ||
Loss From Continuing Operations | $ (0.96) | $ (1.52) |
Loss From Discontinued Operations, net of Tax | 0 | (0.03) |
Net Loss | (0.96) | (1.55) |
DILUTED LOSS PER COMMON UNIT | ||
Loss From Continuing Operations | (0.96) | (1.52) |
Loss From Discontinued Operations, net of Tax | 0 | (0.03) |
Net Loss | $ (0.96) | $ (1.55) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 125,886,738 | 121,544,421 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 125,886,738 | 121,544,421 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 8,039,000 | $ (169,289,000) |
Other comprehensive income (loss) | 37,000 | (11,000) |
Comprehensive income (loss) | $ 8,076,000 | $ (169,300,000) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) | Total | Preferred Stock | Accumulated other comprehensive (loss) income | Noncontrolling Interests | Preferred Stock | General Partner | Limited Partner | Limited PartnerCommon units |
Beginning Balance (in units) at Mar. 31, 2018 | 8,400,000 | 121,472,725 | ||||||
Beginning Balance at Mar. 31, 2018 | $ 2,086,095,000 | $ (1,815,000) | $ 83,503,000 | $ 202,731,000 | $ (50,819,000) | $ 1,852,495,000 | ||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions to general and common unit partners and preferred unitholders (Note 10) | (58,630,000) | (82,000) | (58,548,000) | |||||
Contributions | 169,000 | 169,000 | ||||||
Sawtooth joint venture | 0 | 63,000 | (63,000) | |||||
Purchase of noncontrolling interest | (3,960,000) | (3,927,000) | (33,000) | |||||
Redeemable noncontrolling interest valuation adjustment | (3,300,000) | (3,300,000) | ||||||
Repurchase of warrants | 14,988,000 | (14,988,000) | ||||||
Equity issued pursuant to incentive compensation plan (in units) | 50,992 | |||||||
Equity issued pursuant to incentive compensation plan (Note 10) | 4,619,000 | 4,619,000 | ||||||
Warrants exercised (in units) | 228,797 | |||||||
Warrants exercised (Note 10) | 2,000 | 2,000 | ||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10) | (8,983,000) | (8,983,000) | ||||||
Investment in NGL Energy Holdings LLC | 0 | |||||||
Net (loss) income | (168,891,000) | (345,000) | (155,000) | (168,391,000) | ||||
Other comprehensive loss | (11,000) | (11,000) | ||||||
Ending Balance (in units) at Jun. 30, 2018 | 8,400,000 | 121,752,514 | ||||||
Ending Balance at Jun. 30, 2018 | 1,971,428,000 | (257,000) | 79,463,000 | 202,731,000 | (50,919,000) | 1,740,410,000 | ||
Increase (Decrease) in Partnership Capital | ||||||||
Cumulative effect adjustment for adoption of ASC 606 | 139,306,000 | |||||||
Cumulative effect adjustment for adoption of ASC 606 | General Partner | 139,000 | |||||||
Cumulative effect adjustment for adoption of ASC 606 | Limited Partner | 139,167,000 | |||||||
Cumulative effect adjustment for adoption of ASU 2016-01 | 0 | |||||||
Cumulative effect adjustment for adoption of ASU 2016-01 | General Partner | (2,000) | |||||||
Cumulative effect adjustment for adoption of ASU 2016-01 | Limited Partner | 1,569,000 | (1,567,000) | ||||||
Beginning Balance (in units) at Mar. 31, 2019 | 8,400,000 | 124,508,497 | ||||||
Beginning Balance at Mar. 31, 2019 | 2,277,818,000 | (255,000) | 58,748,000 | 202,731,000 | (50,603,000) | 2,067,197,000 | ||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions to general and common unit partners and preferred unitholders (Note 10) | (63,359,000) | (85,000) | (63,274,000) | |||||
Preferred units, issued (in units) | 1,800,000 | |||||||
Preferred units issued, net of offering costs | 42,638,000 | 42,638,000 | 100,000 | |||||
Repurchase of warrants | 0 | |||||||
Equity issued pursuant to incentive compensation plan (in units) | 0 | |||||||
Equity issued pursuant to incentive compensation plan (Note 10) | 2,752,000 | 0 | 2,752,000 | |||||
Warrants exercised (in units) | 1,458,371 | |||||||
Warrants exercised (Note 10) | 15,000 | 15,000 | ||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10) | (36,517,000) | (36,517,000) | ||||||
Class A convertible preferred units redemption - amount paid in excess of carrying value (Note 10) | (78,797,000) | (78,797,000) | ||||||
Investment in NGL Energy Holdings LLC | (2,361,000) | (2,361,000) | ||||||
Net (loss) income | 8,039,000 | (268,000) | (85,000) | 8,392,000 | ||||
Other comprehensive loss | 37,000 | 37,000 | ||||||
Ending Balance (in units) at Jun. 30, 2019 | 10,200,000 | 125,966,868 | ||||||
Ending Balance at Jun. 30, 2019 | $ 2,150,265,000 | $ (218,000) | $ 58,480,000 | $ 245,369,000 | $ (50,773,000) | $ 1,897,407,000 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 8,039 | $ (169,289) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Loss from discontinued operations, net of tax | 0 | 4,156 |
Depreciation and amortization, including amortization of debt issuance costs | 57,855 | 55,939 |
Loss on early extinguishment or revaluation of liabilities, net | 0 | 937 |
Non-cash equity-based compensation expense | 3,701 | 5,511 |
(Gain) loss on disposal or impairment of assets, net | (967) | 101,335 |
Provision for doubtful accounts | 280 | 196 |
Net adjustments to fair value of commodity derivatives | (26,500) | 52,685 |
Equity in earnings of unconsolidated entities | (8) | (219) |
Lower of cost or market value adjustment | 2,284 | 94 |
Other | (1,061) | (206) |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable-trade and affiliates | 251,745 | (74,930) |
Inventories | (61,459) | (48,864) |
Other current and noncurrent assets | (6,995) | 15,967 |
Accounts payable-trade and affiliates | (156,664) | (30,328) |
Other current and noncurrent liabilities | (356) | 13,830 |
Net cash provided by (used in) operating activities-continuing operations | 69,894 | (73,186) |
Net cash provided by operating activities-discontinued operations | 0 | 32,041 |
Net cash provided by (used in) operating activities | 69,894 | (41,145) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (155,391) | (72,710) |
Acquisitions, net of cash acquired | (54,548) | (116,592) |
Net settlements of commodity derivatives | 6,447 | (60,861) |
Proceeds from sales of assets | 1,673 | 5,406 |
Proceeds from divestitures of businesses and investments, net | 0 | 18,594 |
Investments in unconsolidated entities | (889) | (6) |
Distributions of capital from unconsolidated entities | 439 | 0 |
Repayments on loan for natural gas liquids facility | 3,022 | 2,707 |
Loan to affiliate | 0 | (1,050) |
Net cash used in investing activities-continuing operations | (199,247) | (224,512) |
Net cash used in investing activities-discontinued operations | 0 | (23,008) |
Net cash used in investing activities | (199,247) | (247,520) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under Revolving Credit Facility | 1,139,000 | 962,000 |
Payments on Revolving Credit Facility | (1,155,000) | (605,500) |
Issuance of senior unsecured notes | 450,000 | 0 |
Repayment and repurchase of senior unsecured notes | 0 | (5,069) |
Payments on other long-term debt | (163) | (163) |
Debt issuance costs | (7,873) | (771) |
Contributions from noncontrolling interest owners, net | 0 | 169 |
Distributions to general and common unit partners and preferred unitholders | (62,288) | (53,905) |
Proceeds from sale of preferred units, net of offering costs | 42,638 | 0 |
Payments for redemption of preferred units | (265,128) | 0 |
Repurchase of warrants | 0 | (14,988) |
Payments for settlement and early extinguishment of liabilities | (543) | (1,195) |
Investment in NGL Energy Holdings LLC | (2,361) | 0 |
Net cash provided by financing activities-continuing operations | 138,282 | 280,578 |
Net cash used in financing activities-discontinued operations | 0 | (325) |
Net cash provided by financing activities | 138,282 | 280,253 |
Net increase (decrease) in cash and cash equivalents | 8,929 | (8,412) |
Cash and cash equivalents, beginning of period | 18,572 | 22,094 |
Cash and cash equivalents, end of period | 27,501 | 13,682 |
Supplemental cash flow information: | ||
Cash interest paid | 36,538 | 51,106 |
Income taxes paid (net of income tax refunds) | 2,537 | 908 |
Supplemental non-cash investing and financing activities: | ||
Distributions declared but not paid to Class B and Class C preferred unitholders | 5,796 | 4,725 |
Accrued capital expenditures | $ 32,926 | $ 12,657 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership . NGL Energy Holdings LLC serves as our general partner. At June 30, 2019 , our operations included: • Our Crude Oil Logistics segment purchases crude oil from producers and marketers 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 and sells freshwater to producers for exploration and production activities. • 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 27 owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah. • Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations, purchases refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedules them for delivery at various locations throughout the country. 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 As previously disclosed, on July 10, 2018, we completed the sale of virtually all of our remaining Retail Propane segment to Superior Plus Corp. (“Superior”) for total consideration of $889.8 million in cash. We retained our 50% ownership interest in Victory Propane, LLC (“Victory Propane”), which we subsequently sold on August 14, 2018. This transaction represented 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 our former Retail Propane segment (including equity in earnings of Victory Propane) have been classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we 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 unaudited condensed consolidated financial statements. Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited condensed consolidated financial statements exclude certain information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed in this Quarterly Report. The unaudited condensed consolidated balance sheet at March 31, 2019 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2019 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 30, 2019. These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report. Due to the seasonal nature of certain of our operations and other factors, the results of operations for interim periods are not necessarily indicative of the results of operations to be expected for future periods or for the full fiscal year ending March 31, 2020 . Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. Critical estimates we make in the preparation of our unaudited condensed consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in acquisitions, 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, accruals for environmental matters and estimating certain revenues. Although we believe these estimates are reasonable, actual results could differ from those estimates. Significant Accounting Policies Our significant accounting policies are consistent with those disclosed in Note 2 of our audited consolidated financial statements included in our Annual Report. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels: • Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties. • Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability. Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our unaudited condensed consolidated balance sheets except for certain physical contracts that qualify for the normal purchase and normal sale election . Under this accounting policy election, we do not record the physical 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 physical contracts that do not qualify as normal purchases and normal sales and settlements (whether cash transactions or non-cash mark-to-market adjustments) are reported either within revenue (for sales contracts) or cost of sales (for purchase contracts) in our unaudited condensed consolidated statements of operations, regardless of whether the contract is physically or financially settled. We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations. We do not enter into such contracts for trading purposes. Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements and are reported within cost of sales on the unaudited condensed consolidated statements of operations, along with related 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 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. Income Taxes We qualify as a partnership for income tax purposes. As such, we generally do not pay United States federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership. We have certain taxable corporate subsidiaries in the United States and Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. We have a deferred tax liability of $13.4 million at June 30, 2019 as a result of acquiring a corporation in connection with one of our acquisitions, which is included within other noncurrent liabilities in our unaudited condensed consolidated balance sheet. The deferred tax liability is the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation. For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis. The deferred tax benefit recorded for the three months ended June 30, 2019 was $1.0 million with an effective tax rate of 24.6% . We evaluate uncertain tax positions for recognition and measurement in the unaudited condensed 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 unaudited condensed consolidated financial statements. We had no material uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at June 30, 2019 or March 31, 2019 . 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: June 30, 2019 March 31, 2019 (in thousands) Crude oil $ 65,618 $ 51,359 Natural gas liquids: Propane 38,436 33,478 Butane 25,099 15,294 Other 5,604 7,482 Refined products: Gasoline 173,927 189,802 Diesel 148,581 103,935 Renewables: Ethanol 56,513 51,542 Biodiesel 5,825 10,251 Total $ 519,603 $ 463,143 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 unaudited condensed consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our unaudited condensed consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the net assets of the investee. Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Date Acquired June 30, 2019 March 31, 2019 (in thousands) Aircraft rental company (2) Corporate and Other 50% June 2019 $ 900 $ — Water services company (3) Water Solutions 50% August 2018 480 920 Natural gas liquids terminal company (4) Liquids 50% March 2019 205 207 Total $ 1,585 $ 1,127 (1) Ownership interest percentages are at June 30, 2019 . (2) This is an investment with a related party. See Note 13 for a further discussion. (3) This is an investment that we acquired as part of an acquisition in August 2018. (4) This is an investment that we acquired as part of an acquisition in March 2019. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Loan receivable (1) $ 16,107 $ 19,474 Line fill (2) 33,437 33,437 Tank bottoms (3) 44,148 44,148 Minimum shipping fees - pipeline commitments (4) — 23,494 Other 32,049 39,451 Total $ 125,741 $ 160,004 (1) Represents the noncurrent portion of a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party who filed for Chapter11 bankruptcy subsequent to June 30, 2019. As of June 30, 2019 , we are owed a total of $26.4 million under this loan receivable, of which $13.0 million is recorded within prepaid expenses and other current assets in our unaudited condensed unconsolidated balance sheet. Our loan receivable is secured by the natural gas liquids facility. The remaining amount represents the noncurrent portion of a loan receivable with Victory Propane. (2) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2019 , line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. At March 31, 2019 , line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. Line fill held in pipelines we own is included within property, plant and equipment (see Note 5). (3) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. At June 30, 2019 and March 31, 2019 , tank bottoms held in third party terminals consisted of 389,737 barrels and 389,737 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, or deficiency credits, for two contracts with crude oil pipeline operators. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9). During the three months ended June 30, 2018, we entered into a definitive agreement, in which we agreed to provide the benefit of our deficiency credit under one of these contracts. As a result of providing this benefit to the third party, we wrote off $67.7 million of these deficiency credits and recorded a loss within (gain) loss on disposal or impairment of assets, net . Under the remaining other contract for which we have the future benefit, we currently have ten months in which to ship the excess volumes. At June 30, 2019 , the deficiency credit for the remaining other contract of $23.5 million was reclassified to prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Accrued compensation and benefits $ 18,721 $ 19,558 Excise and other tax liabilities 40,985 40,339 Derivative liabilities 60,402 100,372 Accrued interest 26,120 24,882 Product exchange liabilities 27,116 21,081 Gavilon legal matter settlement (Note 9) 12,500 12,500 Other 28,399 29,718 Total $ 214,243 $ 248,450 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. Acquisitions To determine if a transaction should be accounted for as a business combination or an acquisition of assets, we first calculate the relative fair values of the assets acquired. If substantially all of the relative fair value is concentrated in a single asset or group of similar assets, or if not but the transaction does not include a significant process (does not meet the definition of a business), we record the transaction as an acquisition of assets. For acquisitions of assets, the purchase price is allocated based on the relative fair values. For an acquisition of assets, goodwill is not recorded. All other transactions are recorded as business combinations. We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. For a business combination, the excess of the purchase price over the net fair value of acquired assets and assumed liabilities is recorded as goodwill, which is not amortized but instead is evaluated for impairment at least annually. 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 three months ended June 30, 2019 to our estimates of the acquisition date fair values of the assets acquired and liabilities assumed in business combinations that occurred during the fiscal year ended March 31, 2019. 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 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 ASC 842, “Leases.” This ASU replaced previous lease accounting guidance in GAAP. The new guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. It also retains a distinction between finance leases and operating leases. For lessors, the new accounting model remains largely the same, although some changes have been made to align it with the new lessee model and the ASC 606 revenue recognition guidance. We adopted ASC 842 effective April 1, 2019 using the modified retrospective method, with no adjustment to comparative period information, which remains reported under ASC 840, and no cumulative effect adjustment to equity. See Note 15 for a further discussion of the impact of adoption of ASC 842 to our unaudited condensed consolidated financial statements. |
Loss Per Common Unit
Loss Per Common Unit | 3 Months Ended |
Jun. 30, 2019 | |
Earnings Per Unit [Abstract] | |
Loss Per Common Unit | Loss Per Common Unit The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Three Months Ended June 30, 2019 2018 Weighted average common units outstanding during the period: Common units - Basic 125,886,738 121,544,421 Common units - Diluted 125,886,738 121,544,421 For the three months ended June 30, 2019, the Service Awards (as defined herein) and warrants were considered antidilutive. For the three months ended June 30, 2018 , the performance awards, warrants, Service Awards and the Class A Preferred Units (as defined herein) were considered antidilutive. Our loss per common unit is as follows for the periods indicated: Three Months Ended June 30, 2019 2018 (in thousands, except unit and per unit amounts) Income (loss) from continuing operations $ 8,039 $ (165,133 ) Less: Continuing operations loss attributable to noncontrolling interests 268 345 Net income (loss) from continuing operations attributable to NGL Energy Partners LP 8,307 (164,788 ) Less: Distributions to preferred unitholders (1) (129,460 ) (20,157 ) Less: Continuing operations net loss allocated to general partner (2) 85 151 Net loss from continuing operations allocated to common unitholders $ (121,068 ) $ (184,794 ) Loss from discontinued operations, net of tax $ — $ (4,156 ) Less: Discontinued operations loss attributable to redeemable noncontrolling interests — 398 Less: Discontinued operations loss allocated to general partner (2) — 4 Net loss from discontinued operations allocated to common unitholders $ — $ (3,754 ) Net loss allocated to common unitholders $ (121,068 ) $ (188,548 ) Basic loss per common unit Loss from continuing operations $ (0.96 ) $ (1.52 ) Loss from discontinued operations, net of tax — (0.03 ) Net loss $ (0.96 ) $ (1.55 ) Diluted loss per common unit Loss from continuing operations $ (0.96 ) $ (1.52 ) Loss from discontinued operations, net of tax — (0.03 ) Net loss $ (0.96 ) $ (1.55 ) Basic weighted average common units outstanding 125,886,738 121,544,421 Diluted weighted average common units outstanding 125,886,738 121,544,421 (1) This amount includes distributions to preferred unitholders, the final accretion for the beneficial conversion of the Class A Preferred Units and the excess of the Class A Preferred Units repurchase price over the carrying value of the units, as discussed further in Note 10 . (2) Net loss allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights. |
Acquisitions
Acquisitions | 3 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The following summarizes our acquisitions during the three months ended June 30, 2019 : Saltwater Water Solutions Facilities During the three months ended June 30, 2019 , we acquired one saltwater disposal facility (including three saltwater disposal wells) for total consideration of approximately $53.0 million . As part of this acquisition, we recorded customer relationship, favorable contract, non-compete agreement and right-of way intangible assets. We estimated the value of these intangible assets using the income approach, which uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The agreement for this acquisition contemplates post-closing payments for certain working capital items. We are accounting for this transaction as a business combination. The following table summarizes the preliminary estimates of the fair values as of June 30, 2019 for the assets acquired and liabilities assumed (in thousands): Property, plant and equipment $ 24,324 Goodwill 2,413 Intangible assets 26,688 Other noncurrent liabilities (425 ) Fair value of net assets acquired $ 53,000 As of June 30, 2019 , the allocation of the purchase price is considered preliminary as we are continuing to gather additional information to finalize the fair values of the property, plant and equipment and intangible assets. Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill represents a premium paid to expand the number of our disposal sites in an oilfield production basin currently serviced by us, thereby enhancing our competitive position as a provider of disposal services in this oilfield production basin. We expect that all of the goodwill will be deductible for federal income tax purposes. The operations of these water solutions facilities have been included in our unaudited condensed consolidated statement of operations since their acquisition date. Our unaudited condensed consolidated statement of operations for the three months ended June 30, 2019 includes revenues of $1.9 million and operating income of $0.8 million that were generated by the operations of these water solutions facilities. We incurred less than $0.1 million of transaction costs related to this acquisition during the three months ended June 30, 2019 , which is recorded within general and administrative expenses in our unaudited condensed consolidated statement of operations. During the three months ended June 30, 2019 , we also acquired land and two saltwater disposal wells for total consideration of $13.0 million , which we are accounting for as an acquisition of assets. The consideration paid for this transaction was allocated primarily to property, plant and equipment. The following summarizes the status of the preliminary purchase price allocation of acquisitions prior to April 1, 2019: Saltwater Water Solutions Facilities During the three months ended June 30, 2019, we completed the acquisition accounting for all saltwater disposal facilities and saltwater disposal wells acquired during the fiscal year ended March 31, 2019. Due to the receipt of additional information, we recorded a decrease of $2.3 million to intangible assets with the offset recorded to goodwill. There were no other adjustments to the fair value of assets acquired and liabilities assumed during the three months ended June 30, 2019. Freshwater Water Solutions Facilities During the three months ended June 30, 2019, we completed the acquisition accounting for four freshwater facilities (including 16 freshwater wells). There were no adjustments to the fair value of assets acquired and liabilities assumed during the three months ended June 30, 2019 for this acquisition. For a separate freshwater acquisition, we paid $2.5 million in cash to the sellers during the three months ended June 30, 2019 to complete the settlement of the acquisition. The offset of the cash payment was recorded to goodwill. Natural Gas Liquids Terminal Business During the three months ended June 30, 2019, we finalized the adjustments related to the working capital items received and recorded a decrease of $2.7 million to inventories, an increase of $0.3 million to other current assets, an increase of $0.1 million to property, plant and equipment, a decrease of $0.9 million to current liabilities and a decrease of $0.5 million to noncurrent liabilities. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2019 March 31, 2019 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 280,849 $ 280,106 Pipeline and related facilities 30 - 40 243,762 243,799 Refined products terminal assets and equipment 15 - 25 15,187 15,187 Vehicles and railcars 3 - 25 122,363 124,948 Water treatment facilities and equipment 3 - 30 734,713 704,666 Crude oil tanks and related equipment 2 - 30 225,599 225,476 Barges and towboats 5 - 30 103,737 103,735 Information technology equipment 3 - 7 33,518 33,082 Buildings and leasehold improvements 3 - 40 145,114 144,567 Land 70,362 63,368 Tank bottoms and line fill (1) 20,267 20,071 Other 3 - 20 15,035 15,018 Construction in progress 447,880 290,832 2,458,386 2,264,855 Accumulated depreciation (442,868 ) (420,362 ) Net property, plant and equipment $ 2,015,518 $ 1,844,493 (1) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost. The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2019 2018 (in thousands) Depreciation expense $ 25,821 $ 24,729 Capitalized interest expense $ — $ 149 Amounts in the table above do not include depreciation expense and capitalized interest related to our former Retail Propane segment, as these amounts have been classified within discontinued operations in our unaudited condensed consolidated statements of operations (see Note 16 ). We record (gains) losses 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 unaudited condensed consolidated statements of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated: Three Months Ended June 30, 2019 2018 (in thousands) Crude Oil Logistics $ (533 ) $ (2,041 ) Water Solutions 48 2,475 Liquids (3 ) (10 ) Total $ (488 ) $ 424 |
Goodwill
Goodwill | 3 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes changes in goodwill by segment during the three months ended June 30, 2019 : Crude Oil Water Liquids Refined Total (in thousands) Balances at March 31, 2019 $ 579,846 $ 410,139 $ 103,421 $ 52,455 $ 1,145,861 Revisions to acquisition accounting (Note 4) — 4,755 — — 4,755 Acquisitions (Note 4) — 2,413 — — 2,413 Balances at June 30, 2019 $ 579,846 $ 417,307 $ 103,421 $ 52,455 $ 1,153,029 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: June 30, 2019 March 31, 2019 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 3 - 30 $ 753,432 $ (387,400 ) $ 366,032 $ 747,432 $ (370,072 ) $ 377,360 Customer commitments 10 310,000 (82,667 ) 227,333 310,000 (74,917 ) 235,083 Pipeline capacity rights 30 161,785 (23,786 ) 137,999 161,785 (22,438 ) 139,347 Rights-of-way and easements 1 - 45 76,925 (5,081 ) 71,844 73,409 (4,509 ) 68,900 Water rights 14 64,868 (4,247 ) 60,621 64,868 (3,018 ) 61,850 Executory contracts and other agreements 5 - 30 55,030 (17,860 ) 37,170 47,230 (17,212 ) 30,018 Non-compete agreements 2 - 24 19,823 (3,469 ) 16,354 12,723 (2,570 ) 10,153 Debt issuance costs (1) 5 42,353 (30,797 ) 11,556 42,345 (29,521 ) 12,824 Total amortizable 1,484,216 (555,307 ) 928,909 1,459,792 (524,257 ) 935,535 Non-amortizable: Trade names 2,800 — 2,800 2,800 — 2,800 Total $ 1,487,016 $ (555,307 ) $ 931,709 $ 1,462,592 $ (524,257 ) $ 938,335 (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. The weighted-average remaining amortization period for intangible assets is approximately 13.6 years . Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2019 2018 (in thousands) Depreciation and amortization $ 28,387 $ 27,316 Cost of sales 1,371 1,465 Interest expense 1,276 1,193 Operating expenses 151 — Total $ 31,185 $ 29,974 Amounts in the table above do not include amortization expense related to our former Retail Propane segment, as these amounts have been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16 ). Expected amortization of our intangible assets is as follows (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 93,141 2021 112,212 2022 99,373 2023 91,351 2024 85,211 Thereafter 447,621 Total $ 928,909 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: June 30, 2019 March 31, 2019 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ 260,000 $ — $ 260,000 $ 275,000 $ — $ 275,000 Working capital borrowings 895,000 — 895,000 896,000 — 896,000 Senior unsecured notes: 7.500% Notes due 2023 ("2023 Notes") 607,323 (6,538 ) 600,785 607,323 (6,916 ) 600,407 6.125% Notes due 2025 ("2025 Notes") 389,135 (4,877 ) 384,258 389,135 (5,092 ) 384,043 7.500% Notes due 2026 ("2026 Notes") 450,000 (7,610 ) 442,390 — — — Other long-term debt 5,170 — 5,170 5,331 — 5,331 2,606,628 (19,025 ) 2,587,603 2,172,789 (12,008 ) 2,160,781 Less: Current maturities 649 — 649 648 — 648 Long-term debt $ 2,605,979 $ (19,025 ) $ 2,586,954 $ 2,172,141 $ (12,008 ) $ 2,160,133 (1) Debt issuance costs related to the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. Amortization expense for debt issuance costs related to long-term debt in the table above was $0.8 million and $1.2 million during the three months ended June 30, 2019 and 2018 , respectively. Expected amortization of debt issuance costs is as follows (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 2,618 2021 3,488 2022 3,488 2023 3,488 2024 2,864 Thereafter 3,079 Total $ 19,025 Credit Agreement We are party to a $1.765 billion credit agreement (the “Credit Agreement”) with a syndicate of banks. As of June 30, 2019 , the Credit Agreement includes a revolving credit facility to fund working capital needs, which had a capacity of $1.250 billion for cash borrowings and letters of credit (the “Working Capital Facility”), and a revolving credit facility to fund acquisitions and expansion projects, which had a capacity of $515.0 million (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). The Revolving Credit Facility allows us to reallocate amounts between the Expansion Capital Facility and Working Capital Facility. We had letters of credit of $141.8 million on the Working Capital Facility at June 30, 2019 . The capacity 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. At June 30, 2019 , the borrowings under the Credit Agreement had a weighted average interest rate of 4.27% , calculated as the weighted average LIBOR rate of 2.41% plus a margin of 1.75% for LIBOR borrowings and the prime rate of 5.50% plus a margin of 0.75% on alternate base rate borrowings. At June 30, 2019 , the interest rate in effect on letters of credit was 1.75% . Commitment fees are charged at a rate ranging from 0.375% to 0.50% on any unused capacity. The following table summarizes the debt covenant levels specified in the Credit Agreement as of June 30, 2019 : Senior Secured Interest Total Leverage Period Beginning Leverage Ratio (1) Leverage Ratio (1) Coverage Ratio (2) Indebtedness Ratio (1) June 30, 2019 4.50 3.25 2.75 6.50 September 30, 2019 4.50 3.25 2.75 6.25 March 31, 2020 and thereafter 4.50 3.25 2.75 6.00 (1) Represents the maximum ratio for the period presented. (2) Represents the minimum ratio for the period presented. At June 30, 2019 , our leverage ratio was approximately 3.47 to 1 , our senior secured leverage ratio was approximately 0.59 to 1 , our interest coverage ratio was approximately 3.18 to 1 and our total leverage indebtedness ratio was approximately 5.20 to 1. We were in compliance with the covenants under the Credit Agreement at June 30, 2019 . Senior Unsecured Notes On April 9, 2019, we issued $450.0 million of 7.50% Senior Unsecured Notes Due 2026 (the “2026 Notes”) in a private placement. The 2026 Notes bear interest, which is payable on April 15 and October 15 of each year, beginning on October 15, 2019 at 7.50% per annum. We received net proceeds of $442.1 million , after the initial purchasers’ discount of $6.8 million and offering costs of $1.1 million . The 2026 Notes mature on April 15, 2026. At June 30, 2019 , we were in compliance with the covenants under the indentures for all of the Senior Unsecured Notes . Other Long-Term Debt We have other notes payable related to equipment financing. The interest rates on these instruments range from 4.13% to 7.10% per year and have an aggregate principal balance of $5.2 million at June 30, 2019 . Term Credit Agreement On July 2, 2019 (the “Closing Date”), we entered into a term credit agreement (the “Term Credit Agreement”) with Toronto Dominion (Texas) LLC for a $250.0 million term loan facility. Toronto Dominion (Texas) LLC and certain of its affiliates are also lenders under our Credit Agreement. Proceeds from the term loan facility were used to fund a portion of the purchase price for the Mesquite (as defined herein) acquisition (see Note 17 ). The commitments under the Term Credit Agreement expire on July 2, 2024. We are subject to prepayments of principal if we enter into certain transactions to sell assets, issue equity or obtain new borrowings. The obligations under the Term Credit Agreement are guaranteed by the Partnership and certain of the Borrower’s wholly owned subsidiaries, and are secured by substantially all of the assets of the Borrower, the Partnership and the other subsidiary guarantors subject to certain customary exclusions. All borrowings under the Term Credit Agreement bear interest, at either (a) an alternate base rate plus (i) during the first three-month period after the Closing Date, margin equal to the applicable margin for alternate base rate loans calculated under our existing revolving credit facility, (ii) 2.00% per annum for the second three-month period after the Closing Date, (iii) 2.25% per annum for the third three-month period after the Closing Date, (iv) 2.50% per annum for the fourth three-month period after the Closing Date, and (v) thereafter, the rate per year such that the alternate base rate equals a rate of interest agreed to between us and the administrative agent, or (b) an adjusted LIBOR rate plus (i) during the first three-month period after the Closing Date, margin equal to the applicable margin for LIBOR rate loans calculated under our existing revolving credit facility, (ii) 3.00% per annum for the second three-month period after the Closing Date, (iii) 3.25% per annum for the third three-month period after the Closing Date, (iv) 3.50% per annum for the fourth three-month period after the Closing Date, and (v) thereafter, such rate per annum such that the adjusted LIBOR rate equals a rate of interest agreed to between us and the administrative agent. The Term Credit Agreement contains various customary representations, warranties and covenants by the Partnership and its subsidiaries, including, without limitation, (i) commencing September 30, 2019, the Partnership and the subsidiary guarantors will be subject to financial covenants limiting leverage, including senior leverage, secured leverage and total leverage, and requiring a minimum interest coverage, (ii) negative covenants limiting indebtedness, liens, equity distributions and fundamental changes involving the Partnership or its subsidiaries and (iii) affirmative covenants requiring, among other things, reporting of financial information and material events and covenants to maintain existence and pay taxes, in each case substantially consistent with the Partnership’s existing Revolving Credit Facility, which is described above. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at June 30, 2019 : Fiscal Year Ending March 31, Revolving Senior Unsecured Notes Other Total (in thousands) 2020 (nine months) $ — $ — $ 486 $ 486 2021 — — 4,684 4,684 2022 1,155,000 — — 1,155,000 2023 — — — — 2024 — 607,323 — 607,323 Thereafter — 839,135 — 839,135 Total $ 1,155,000 $ 1,446,458 $ 5,170 $ 2,606,628 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against NGL Energy Holdings LLC (the “GP”) and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc. and related assets in July 2014. After pre-trial rulings, LCT was limited to pursuing claims of (i) quantum meruit (the value of the services rendered by LCT) and (ii) fraudulent misrepresentation against the defendants. Following a jury trial conducted in Delaware state court from July 23, 2018 through August 1, 2018, the jury returned a verdict consisting of an award of $4.0 million for quantum meruit and $29.0 million for fraudulent misrepresentation, subject to statutory interest. The GP and the Partnership contend that the jury verdict, at least in respect of fraudulent misrepresentation, is not supportable by either controlling law or the evidentiary record. Both defendants have a pending motion for judgment as a matter of law on the fraudulent misrepresentation claim and plan to file post-verdict motions as appropriate before the trial court, and, if need be, will file an appeal to the Delaware Supreme Court. It is our position that the awards, even if they each stand, are not cumulative. Any allocation of the ultimate verdict award between the GP and the Partnership will be made by the board of directors once all information is available to it and after the post-trial and any appellate process has run its course and the verdict is final as a matter of law. Because the Partnership is a named defendant in the lawsuit, and any judgment ultimately awarded would be joint and several with the GP, we have determined that it is probable that the Partnership could be liable for a portion of this judgment. At this time, we believe the amount that could be allocated to the Partnership would not be material as it is estimated to be less than $4.0 million . As of June 30, 2019 , we have accrued $2.5 million related to this matter. 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 June 30, 2019 , we have an environmental liability, measured on an undiscounted basis, of $2.4 million , which is recorded within accrued expenses and other payables in our unaudited condensed consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business. In 2015, as previously disclosed, the U.S. Environmental Protection Agency (“EPA”) informed NGL Crude Logistics, LLC, formerly known as Gavilon, LLC (“Gavilon Energy”), of alleged violations that occurred 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. On May 24, 2017, the court denied our motion to dismiss. Subsequently, the EPA filed a second amended complaint seeking an order declaring Western Dubuque’s RINs invalid, an order requiring us to retire an equivalent number of valid RINs and an award against us of statutory civil penalties. In May 2018, the parties completed briefing on cross-motions for summary judgment concerning liability issues in the case. On July 3, 2018, the Court denied our summary judgment motion and largely granted the plaintiff’s two summary judgment motions on liability. On July 19, 2018, Gavilon Energy reached an agreement in principle with the EPA regarding the terms of a settlement of the case, which was memorialized in a consent decree lodged to the Court on September 27, 2018. Such terms will result in Gavilon Energy paying cash of $25.0 million and retiring 36 million RINs, over a twelve-month period. The consent decree was approved by the Court on November 8, 2018. The consent decree resolves all matters between Gavilon Energy and the EPA in connection with the above-described complaint. During the fiscal year ended March 31, 2019 , we paid the EPA $12.5 million and retired all 36 million RINs. As of June 30, 2019 , we have an accrual, which is included within accrued expenses and other payables in our unaudited condensed consolidated balance sheet, of $12.5 million . Asset Retirement Obligations We have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement, or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands): Balance at March 31, 2019 $ 9,723 Liabilities incurred 294 Liabilities assumed in acquisitions 427 Accretion expense 195 Balance at June 30, 2019 $ 10,639 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. Other Commitments We have various noncancelable agreements for product storage, railcar spurs and real estate. The following table summarizes future minimum payments under these agreements at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 10,031 2021 10,757 2022 7,992 2023 5,603 2024 4,476 Thereafter 679 Total $ 39,538 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 prepaid expenses and other current assets in our unaudited condensed 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 future minimum throughput payments under these agreements at June 30, 2019 are $30.1 million . The payments for these agreements will be completed at the end of fiscal year 2020 . Of the total future minimum throughput payments, a third party has contractually agreed to assume all rights and privileges and to be fully responsible for any minimum shipping fees due for actual shipments that are less than our allotted capacity related to $22.6 million of the fiscal year 2020 amount under a definitive agreement we signed during the three months ended June 30, 2018 (see Note 13 ). Construction Commitments At June 30, 2019 , we had construction commitments of $11.4 million . Sales and Purchase Contracts We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods. At June 30, 2019 , we had the following commodity purchase commitments (in thousands): Crude Oil (1) Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Purchase Commitments: 2020 (nine months) $ 77,233 1,456 $ 13,811 21,714 2021 — — 1,341 2,100 Total $ 77,233 1,456 $ 15,152 23,814 Index-Price Commodity Purchase Commitments: 2020 (nine months) $ 1,315,538 24,124 $ 502,600 1,070,293 2021 503,942 10,227 2,076 3,914 2022 397,731 8,264 — — 2023 266,157 5,482 — — 2024 200,233 4,110 — — Total $ 2,683,601 52,207 $ 504,676 1,074,207 (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, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive. At June 30, 2019 , we had the following commodity sale commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Sale Commitments: 2020 (nine months) $ 84,851 1,541 $ 123,655 154,945 2021 — — 4,926 6,375 2022 — — 116 141 Total $ 84,851 1,541 $ 128,697 161,461 Index-Price Commodity Sale Commitments: 2020 (nine months) $ 1,059,581 17,955 $ 763,429 1,112,979 2021 — — 14,493 21,923 Total $ 1,059,581 17,955 $ 777,922 1,134,902 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 physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. Contracts in the tables above may have offsetting derivative contracts (described in Note 11 ) or inventory positions (described in Note 2 ). Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our unaudited condensed consolidated balance sheet and are not included in the tables above. These contracts are included in the derivative disclosures in Note 11 , and represent $61.7 million of our prepaid expenses and other current assets and $60.4 million of our accrued expenses and other payables at June 30, 2019 . |
Equity
Equity | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity | Equity Partnership Equity The Partnership’s equity consists of a 0.1% general partner interest and a 99.9% limited partner interest, which consists of common units. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest. Our general partner is not required to guarantee or pay any of our debts and obligations. General Partner Contributions In connection with the warrants that were exercised for common units during the three months ended June 30, 2019 , we issued 1,460 notional units to our general partner for less than $0.1 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. We did not sell any common units under the ATM Program during the three months ended June 30, 2019 , and approximately $134.7 million remained available for sale under the ATM Program at June 30, 2019 . The registration statement applicable to this program expired in July 2019. Our Distributions The following table summarizes distributions declared on our common units during the last two quarters: Date Declared Record Date Payment Date Amount Per Unit Amount Paid/Payable to Limited Partners Amount Paid/Payable to General Partner (in thousands) (in thousands) April 24, 2019 May 7, 2019 May 15, 2019 $ 0.3900 $ 49,127 $ 85 July 23, 2019 August 7, 2019 August 14, 2019 $ 0.3900 $ 49,127 $ 85 Class A Convertible Preferred Units In 2016, 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 Convertible Preferred Units (“Class A Preferred Units”) and 4,375,112 warrants. We allocated the net proceeds on a relative fair value basis to the Class A Preferred Units, which includes the value of a beneficial conversion feature, and warrants. Accretion for the beneficial conversion feature, recorded as a deemed distribution, was $36.5 million and $9.0 million during the three months ended June 30, 2019 and 2018 , respectively. On April 5, 2019, we redeemed 7,468,978 of the Class A Preferred Units. The applicable Class A redemption price was $13.389 per Class A Preferred Unit, calculated at 111.25% of $12.035 (the Class A Preferred Unit price), plus accrued but unpaid and accumulated distributions of $0.338 . The amount per Class A Preferred Unit paid to each Class A preferred unitholder was $13.727 , for a total payment of $102.5 million . On April 5, 2019, all 1,458,371 outstanding warrants to purchase common units were exercised for proceeds of less than $0.1 million . On May 11, 2019, we redeemed the remaining 12,473,191 outstanding Class A Preferred Units. The applicable Class A redemption price was $13.2385 per Class A Preferred Unit, calculated at 110% of $12.035 , plus accrued but unpaid and accumulated distributions of $0.1437 . The amount per Class A Preferred Unit paid to each Class A preferred unitholder was $13.3822 , for a total payment of $166.9 million . In addition, we paid the Class A preferred unitholders the distribution declared on April 24, 2019 for the quarter ended March 31, 2019 of $4.0 million , or $0.3234 per unit, which was paid to the holders of the Class A Preferred Units on May 10, 2019 . Class B Preferred Units On June 13, 2017, we issued 8,400,000 of our 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $202.7 million (net of the underwriters’ discount of $6.6 million and offering costs of $0.7 million ). On July 2, 2019, we issued 4,185,642 Class B Preferred Units to fund a portion of the purchase price for the Mesquite acquisition (see Note 17 ). The current distribution rate for the Class B Preferred Units is 9.0% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). The following table summarizes distributions declared on our Class B Preferred Units during the last two quarters: Amount Paid to Class B Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) March 15, 2019 April 1, 2019 April 15, 2019 $ 0.5625 $ 4,725 June 14, 2019 July 1, 2019 July 15, 2019 $ 0.5625 $ 4,725 The distribution amount paid on July 15, 2019 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2019 . Class C Preferred Units On April 2, 2019, we issued 1,800,000 of our 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $42.6 million (net of the underwriters’ discount of $1.4 million and offering costs of $0.9 million ). The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year). On June 14, 2019 , the board of directors of our general partner declared a distribution on the Class C Preferred Units for the three months ended June 30, 2019 of $1.1 million , or $0.5949 per unit, in the aggregate, which was paid to the holders of the Class C Preferred Units on July 15, 2019 . The distribution amount paid on July 15, 2019 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2019 . Class D Preferred Units On the Closing Date, we entered into a Class D Preferred Unit and Warrant Purchase Agreement pursuant to which we agreed to issue, in a private placement, $400.0 million of our Class D preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 17,000,000 common units for net proceeds of $385.0 million (net of a closing fee of $8.0 million payable to affiliates of the purchasers and certain estimated expenses and expense reimbursements). Proceeds from this issuance were used to fund a portion of the purchase price for the Mesquite acquisition (see Note 17 ). The holders of the Class D Preferred Units will be entitled to receive a cumulative, quarterly distribution in arrears on each Class D Preferred Unit then held at an annual rate of (i) 9.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on the Closing Date and ending on the date and including the last day of the eleventh full quarter following the Closing Date, (ii) 10.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on and including the first day of the twelfth full quarter following the Closing Date and ending on the last day of the nineteenth full quarter following the Closing Date, and (iii) thereafter, 10.00% per annum or, at the purchasers’ election from time to time, a floating rate equal to the applicable three-month LIBOR, plus 7.00% per annum. At any time after the Closing Date, the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable redemption price based on an applicable internal rate of return, as more fully described in the Amended and Restated Partnership Agreement. At any time on or after the eighth anniversary of the Closing Date, each Class D Preferred Unitholder will have the right to require the Partnership to redeem on a date not prior to the 180th day after such anniversary all or a portion of the Class D Preferred Units then held by such preferred unitholder for the then-applicable redemption price, which may be paid in cash or, at the Partnership’s election, a combination of cash and a number of Common Units not to exceed one-half of the aggregate then-applicable redemption price, as more fully described in the Amended and Restated Partnership Agreement. Upon a Class D Change of Control (as defined in the Amended and Restated Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to applicable redemption price. The Class D Preferred Units generally will not have any voting rights, except with respect to certain matters which require the vote of the Class D Preferred Units. The Class D Preferred Units generally do not have any voting rights, except that the Class D Preferred Units shall be entitled to vote as a separate class on any matter on which unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the Class D Preferred Units in relation to other classes of Partnership Interests (as defined in the Amended and Restated Partnership Agreement) or as required by law. The consent of a majority of the then-outstanding Class D Preferred Units, with one vote per Class D Preferred Unit, shall be required to approve any matter for which the preferred unitholders are entitled to vote as a separate class or the consent of the representative of the Class D Preferred Unitholders, as applicable. The warrants issued in the private placement are exercisable for, in the aggregate, 17,000,000 common units. Warrants to purchase 10,000,000 common units were issued with an exercise price of $17.45 per common unit (the “Premium Warrants”), and the remaining warrants to purchase 7,000,000 common units were issued with an exercise price of $14.54 per common unit (the “Par Warrants”). The warrants may be exercised from and after the first anniversary of the Closing Date. Unexercised warrants will expire on the tenth anniversary of the Closing Date. The warrants will not participate in cash distributions. Upon a change of control, all unvested warrants shall immediately vest and be exercisable in full. A change of control occurs when (a) the current general partner owners cease to own, directly or indirectly, at least 50% of the outstanding voting securities of the general partner, (b) the general partner withdraws or is removed by the limited partners, (c) the common units are no longer listed on a national exchange, or (d) the general partners and/or its affiliates become beneficial owner, directly or indirectly, of 80% or more of the outstanding common units or any transaction or event that occurs due to default on our credit agreement. Registration Rights Agreement In connection with the issuance of the Class D Preferred Units, we entered into a registrations rights agreements (“Registration Rights Agreement”) with the purchasers of the Class D Preferred Units (“Purchasers”), pursuant to which we are required to prepare and file a registration statement (the “Registration Statement”) within 180 days of the Closing Date, to permit the public resale of (i) the Class D Preferred Units, (ii) the common units issued or issuable upon the exercise of the warrants, (iii) the common units that are issuable pursuant to the terms of the Class D Preferred Units in connection with a redemption of the Class D Preferred Units and (iv) any common units issued in lieu of cash as liquidated damages under the Registration Rights Agreement. The Partnership is also required to use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 360 days after the Closing Date. The Registration Rights Agreement provides that if the Registration Statement is not declared effective on or prior to the Registration Statement Deadline, the Partnership will be liable to the Purchasers for liquidated damages in accordance with a formula, subject to the limitations set forth in the Registration Rights Agreement. Such liquidated damages would be payable in cash, or if payment in cash would breach any covenant or a cause a default under a credit facility or any other debt instrument filed by the Partnership as an exhibit to a periodic report filed with the SEC, then such liquidated damages would be payable in the form of newly issued common units. In addition, the Registration Rights Agreement grants the Purchasers piggyback registration rights. These registration rights are transferable to affiliates of the Purchasers and, in certain circumstances, to third parties. Board Rights Agreement In connection with the issuance of the Class D Preferred Units, we entered into a board rights agreement pursuant to which affiliates of the Purchasers will have the right to designate up to one director on the board of directors of our general partner, so long as the Purchasers and their respective affiliates, in the aggregate, own either at least (i) (A) 50% of the number of Preferred Units issued on the Closing Date or (B) 50% of the aggregate liquidation preference of any class or series of Class D Parity Securities (as defined in the Amended and Restated Partnership Agreement), or (ii) Warrants and/or common units that, in the aggregate, comprise 10% or more of the then-outstanding Common Units. Amended and Restated Partnership Agreement On July 2, 2019, NGL Energy Holdings LLC executed the Sixth Amended and Restated Agreement of Limited Partnership. The preferences, rights, powers and duties of holders of Class D Preferred Units are defined in the Amended and Restated Partnership Agreement. The Class D Preferred Units rank senior to the common units with respect to payment of distributions and distribution of assets upon liquidation, dissolution and winding up, and are in parity with the Class B Preferred Units and Class C Preferred Units. The Class D Preferred Units have no stated maturity, but we may redeem the Class D Preferred Units at any time after the Closing Date or upon the occurrence of a change in 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 vest contingent on the continued service of the recipients through the vesting date (the “Service Awards”). The following table summarizes the Service Award activity during the three months ended June 30, 2019 : Unvested Service Award units at March 31, 2019 2,308,400 Units granted 17,500 Units forfeited (8,550 ) Unvested Service Award units at June 30, 2019 2,317,350 The following table summarizes the scheduled vesting of our unvested Service Award units at June 30, 2019 : Fiscal Year Ending March 31, 2020 (nine months) 1,009,175 2021 872,925 2022 435,250 Total 2,317,350 Service Awards are valued at the average of the high/low sales price as of the grant date less the present value of the expected distribution stream over the vesting period using a risk-free interest rate. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date value of the award that is vested at that date. During the three months ended June 30, 2019 and 2018 , we recorded compensation expense related to Service Award units of $2.8 million and $2.8 million , respectively. The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 5,454 2021 4,216 2022 1,375 Total $ 11,045 As of June 30, 2019 , there are approximately 3.4 million common units remaining available for issuance under the LTIP. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature. Commodity Derivatives The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our unaudited condensed consolidated balance sheet at the dates indicated: June 30, 2019 March 31, 2019 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 69,517 $ (26,139 ) $ 49,509 $ (7,273 ) Level 2 measurements 63,137 (60,547 ) 86,785 (100,564 ) 132,654 (86,686 ) 136,294 (107,837 ) Netting of counterparty contracts (1) (26,326 ) 26,326 (7,501 ) 7,501 Net cash collateral held (15,782 ) (133 ) (18,271 ) (208 ) Commodity derivatives $ 90,546 $ (60,493 ) $ 110,522 $ (100,544 ) (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. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such netting arrangements. The following table summarizes the accounts that include our commodity derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Prepaid expenses and other current assets $ 90,522 $ 110,521 Other noncurrent assets 24 1 Accrued expenses and other payables (60,402 ) (100,372 ) Other noncurrent liabilities (91 ) (172 ) Net commodity derivative asset $ 30,053 $ 9,978 The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At June 30, 2019: Crude oil fixed-price (1) July 2019–December 2020 (2,200 ) $ 2,580 Propane fixed-price (1) July 2019–December 2020 947 (2,430 ) Refined products fixed-price (1) July 2019–January 2021 (4,623 ) 45,692 Other July 2019–March 2022 126 45,968 Net cash collateral held (15,915 ) Net commodity derivative asset $ 30,053 At March 31, 2019: Crude oil fixed-price (1) April 2019–December 2020 (1,961 ) 1,014 Propane fixed-price (1) April 2019–March 2020 198 608 Refined products fixed-price (1) April 2019–January 2021 (2,296 ) 22,079 Other April 2019–March 2022 4,756 28,457 Net cash collateral held (18,479 ) Net commodity derivative asset $ 9,978 (1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. (2) 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. During the three months ended June 30, 2019 and 2018 , we recorded a net gain of $26.5 million and a net loss of $52.7 million , respectively, from our commodity derivatives to revenues and cost of sales in our unaudited condensed consolidated statements of operations. Credit Risk We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At June 30, 2019 , our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our unaudited condensed consolidated balance sheets and recognized in our net income. Interest Rate Risk The Revolving Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At June 30, 2019 , we had $1.2 billion of outstanding borrowings under the Revolving Credit Facility at a weighted average interest rate of 4.27% . Fair Value of Fixed-Rate Notes The following table provides fair value estimates of our fixed-rate notes at June 30, 2019 (in thousands): Senior Unsecured Notes: 2023 Notes $ 634,243 2025 Notes $ 386,460 2026 Notes $ 469,125 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 | 3 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segments | Segments The following table summarizes revenues 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 our former Retail Propane segment, as these amounts has been classified within discontinued operations in our unaudited condensed consolidated statements of operations (see Note 16 ). Three Months Ended June 30, 2019 2018 (in thousands) Revenues: Crude Oil Logistics: Topic 606 revenues Crude oil sales $ 682,069 $ 756,511 Crude oil transportation and other 39,997 28,546 Non-Topic 606 revenues 3,621 3,298 Elimination of intersegment sales (9,527 ) (4,525 ) Total Crude Oil Logistics revenues 716,160 783,830 Water Solutions: Topic 606 revenues Disposal service fees 51,140 54,004 Sale of recovered hydrocarbons 14,335 20,378 Freshwater revenues 2,096 500 Other service revenues 4,212 1,251 Non-Topic 606 revenues — 12 Total Water Solutions revenues 71,783 76,145 Liquids: Topic 606 revenues Propane sales 139,374 186,489 Butane sales 82,225 113,200 Other product sales 114,605 151,805 Service revenues 8,787 5,671 Non-Topic 606 revenues 3,845 4,397 Elimination of intersegment sales (1,189 ) (1,665 ) Total Liquids revenues 347,647 459,897 Refined Products and Renewables: Topic 606 revenues Refined products sales 1,412,158 1,428,212 Service fees and other revenues 511 4,750 Non-Topic 606 revenues 4,089,377 3,091,445 Total Refined Products and Renewables revenues 5,502,046 4,524,407 Corporate and Other: Non-Topic 606 revenues 255 376 Elimination of intersegment sales — (221 ) Total Corporate and Other revenues 255 155 Total revenues $ 6,637,891 $ 5,844,434 The following tables summarize depreciation and amortization expense and operating income (loss) by segment for the periods indicated. Three Months Ended June 30, 2019 2018 (in thousands) Depreciation and Amortization: Crude Oil Logistics $ 17,585 $ 19,309 Water Solutions 28,223 25,309 Liquids 7,251 6,505 Refined Products and Renewables 1,928 1,669 Corporate and Other 2,868 3,147 Total depreciation and amortization $ 57,855 $ 55,939 Operating Income (Loss): Crude Oil Logistics $ 33,802 $ (99,738 ) Water Solutions 13,689 969 Liquids 8,484 2,623 Refined Products and Renewables 5,920 29,022 Corporate and Other (15,342 ) (17,430 ) Total operating income (loss) $ 46,553 $ (84,554 ) 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. The information below does not include goodwill by segment. Three Months Ended June 30, 2019 2018 (in thousands) Crude Oil Logistics $ 14,805 $ 8,382 Water Solutions 203,900 130,422 Liquids 5,549 992 Refined Products and Renewables 4 — Corporate and Other 739 331 Total $ 224,997 $ 140,127 The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, and goodwill) and total assets by segment at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Long-lived assets, net: Crude Oil Logistics $ 1,610,899 $ 1,584,636 Water Solutions 1,791,345 1,600,836 Liquids (1) 631,416 498,767 Refined Products and Renewables 554,915 217,881 Corporate and Other 29,716 26,569 Total $ 4,618,291 $ 3,928,689 (1) Includes $29.0 million and $0.5 million of non-US long-lived assets at June 30, 2019 and March 31, 2019 , respectively. June 30, 2019 March 31, 2019 (in thousands) Total assets: Crude Oil Logistics $ 2,177,945 $ 2,237,612 Water Solutions 1,862,624 1,668,292 Liquids (1) 837,184 721,008 Refined Products and Renewables 1,435,978 1,198,562 Corporate and Other 81,174 77,019 Total $ 6,394,905 $ 5,902,493 (1) Includes $41.8 million and $12.0 million of non-US total assets at June 30, 2019 and March 31, 2019 , respectively. |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Transactions with Affiliates A member of the board of directors of our general partner is an executive officer of WPX Energy, Inc. (“WPX”). We purchase crude oil from and sell crude oil to WPX (certain of the purchases and sales that were entered into in contemplation of each other are recorded on a net basis within revenues in our unaudited condensed consolidated statement of operations). We also treat and dispose of wastewater and solids received from WPX. SemGroup Corporation (“SemGroup”) holds ownership interests in our general partner. We sell product to and purchase product from SemGroup, and these transactions are included within revenues and cost of sales, respectively, in our unaudited condensed consolidated statements of operations. We also lease crude oil storage from SemGroup. The following table summarizes these related party transactions for the periods indicated: Three Months Ended June 30, 2019 2018 (in thousands) Sales to WPX $ 8,436 $ — Purchases from WPX (1) $ 80,771 $ — Sales to SemGroup $ 241 $ 120 Purchases from SemGroup $ — $ 1,020 Sales to entities affiliated with management $ 1,021 $ 5,280 Purchases from entities affiliated with management $ 1,156 $ 76,534 (1) Amount primarily relates to purchases of crude oil under the definitive agreement we signed with WPX. Accounts receivable from affiliates consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Receivables from NGL Energy Holdings LLC $ 7,355 $ 7,277 Receivables from WPX 4,043 5,185 Receivables from SemGroup 41 71 Receivables from entities affiliated with management 68 334 Total $ 11,507 $ 12,867 Accounts payable to affiliates consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Payables to WPX $ 22,785 $ 27,844 Payables to entities affiliated with management 267 625 Payables to equity method investees 19 — Total $ 23,071 $ 28,469 Other Related Party Transactions Acquisition of Interest in KAIR2014 LLC During the three months ended June 30, 2019 , we purchased a 50% interest in an aircraft rental company, KAIR2014 LLC, for $0.9 million in cash and accounted for our interest using the equity method of accounting (see Note 2 ). The remaining interest in KAIR2014 LLC is owned by our Chief Executive Officer, H. Michael Krimbill. Acquisition of Interest in NGL Energy Holdings LLC During the three months ended June 30, 2019 , we purchased, in two transactions, a 1.89% interest in our general partner, NGL Energy Holdings LLC, for $2.4 million in cash and accounted for this as a deduction within limited partners’ equity in our unaudited condensed consolidated balance sheet. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | Revenue from Contracts with Customers Effective April 1, 2018, we recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and is recognized as revenue when, or as, the performance obligation is satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation. The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative stand-alone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of June 30, 2019 . The majority of our revenue agreements are within scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases and are in scope under Topics 845 and 842, respectively. See Note 12 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Refined Products and Renewables segment includes $28.4 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the three months ended June 30, 2019 . Remaining Performance Obligations Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we are utilizing the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these agreements. The following table summarizes the amount and timing of revenue recognition for such contracts at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 144,623 2021 128,778 2022 120,091 2023 113,915 2024 99,443 Thereafter 242,127 Total $ 848,977 Contract Assets and Liabilities The following tables summarize the balances of our contract assets and liabilities at the dates indicated: Balance at March 31, 2019 June 30, 2019 (in thousands) Accounts receivable from contracts with customers $ 740,878 $ 533,216 Contract liabilities balance at March 31, 2019 $ 8,921 Payment received and deferred 24,810 Payment recognized in revenue (5,418 ) Contract liabilities balance at June 30, 2019 $ 28,313 |
Leases
Leases | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases We adopted ASC 842 effective April 1, 2019 using the modified retrospective method, with no adjustment to comparative period information, which remains reported under ASC 840, and no cumulative effect adjustment to equity. Upon adoption, we recorded operating lease right-of-use assets of $551.2 million and operating lease obligations of $549.0 million . The adoption of this standard did not impact our unaudited condensed consolidated statement of operations or unaudited condensed consolidated statement of cash flows for the three months ended June 30, 2019 . We also elected the following transitional practical expedients, which allowed us to (i) not evaluate land easements prior to April 1, 2019; (ii) use hindsight in determining the lease term; (iii) not reassess whether current or expired contracts contain leases; (iv) not reassess the lease classification for any expired or existing leases; and (v) not reassess initial costs. Lessee Accounting Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment. We determine if an agreement contains a lease at the inception of the arrangement. If an arrangement is determined to contain a lease, we classify the lease as an operating lease or a finance lease depending on the terms of the arrangement. All of our leases are classified as operating leases. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term when we control the use of the asset by obtaining substantially all of the economic benefits of the asset and direct the use of the asset. Operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities with an initial term of greater than one year are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We do not have any leases that provide for guarantees of residual value. Our lease agreements may include options to extend or terminate the lease which are included in the measurement of our operating lease liability when it is reasonably certain that we will exercise the option. Lease renewal terms vary from one year to 30 years . Operating lease expense is recognized on a straight-line basis over the lease term. We have variable lease payments, including adjustments to lease payments based on an index or rate, such as a consumer price index, fair value adjustments to lease payments, and common area maintenance, real estate taxes, and insurance payments in certain real estate leases. We also have certain land leas es within our Water Solutions segment that require us to pay a royalty, which could be based on a flat rate per barrel disposed or a percentage of revenue generated. Variable lease payments are excluded from operating lease right-of-use assets and operating lease liabilities and are expensed as incurred. Operating lease right-of-use assets also include any lease prepayments and exclude lease incentives. For leases acquired as a result of an acquisition, the right-of-use asset also includes adjustments for any favorable or unfavorable market terms present in the lease. Short-term leases with an initial term of 12 months or less that do not include a purchase option, with the exception of railcar leases, are not recorded on the unaudited condensed consolidated balance sheet. Operating lease expense for short-term leases is recognized on a straight-line basis over the lease term and amounts related to short-term leases are disclosed within our condensed consolidated financial statements. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases of buildings and land, we account for the lease and non-lease components as a single lease component based on the election of the practical expedient to not separate lease components from non-lease components. At June 30, 2019 , we had operating lease right-of-use assets of $518.0 million and current and noncurrent operating lease obligations of $77.0 million and $439.1 million , respectively, on our unaudited condensed consolidated balance sheet. At June 30, 2019 , the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 14.95 years and 6.55% , respectively. The following table summarizes the components of our lease expense for the period indicated: Three Months Ended June 30, 2019 (in thousands) Operating lease cost $ 29,398 Variable lease cost 1,808 Short-term lease cost 126 Total lease cost $ 31,332 Rental expense relating to operating leases was $27.9 million during the three months ended June 30, 2018 . This amount does not include rental expense related to our former Retail Propane segment, as this amount has been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16 ). The following table summarizes maturities of our operating lease liabilities at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 82,061 2021 91,400 2022 70,650 2023 50,556 2024 39,252 Thereafter 500,059 Total lease payments 833,978 Less imputed interest (317,874 ) Total operating lease liabilities $ 516,104 The following table summarizes future minimum lease payments under various noncancelable operating lease agreements at March 31, 2019 (in thousands): Fiscal Year Ending March 31, 2020 $ 127,718 2021 105,697 2022 83,595 2023 54,599 2024 18,841 Thereafter 41,845 Total $ 432,295 The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the period indicated: Three Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities $ 29,108 Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 552,527 Lessor Accounting and Subleases Our lessor arrangements include storage and railcar contracts, of which certain agreements contain renewal options for periods of between one year and five years . We determine if an agreement contains a lease at the inception of the arrangement. If an arrangement is determined to contain a lease, we classify the lease as operating, sales-type or direct financing. Lessor accounting under ASC 842 is substantially unchanged and all of our leases will continue to be classified as operating leases. We also, from time to time, sublease certain of our storage capacity and railcars to third parties. Fixed rental revenue is recognized on a straight-line basis over the lease term. During the three months ended June 30, 2019 , fixed rental revenue was $5.4 million , which includes $1.4 million of sublease revenue. The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 14,975 2021 13,444 2022 5,471 2023 1,550 2024 1,325 Thereafter 1,574 Total $ 38,339 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations As discussed in Note 1 , as of June 30, 2018, the operations of our Retail Propane segment were classified as discontinued. On July 10, 2018, we completed the sale of virtually all of our remaining 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 results of operations from discontinued operations related to our former Retail Propane segment for the period indicated: Three Months Ended June 30, 2018 (in thousands) Revenues $ 66,673 Cost of sales 34,496 Operating expenses 24,502 General and administrative expense 2,396 Depreciation and amortization 8,706 Gain on disposal or impairment of assets, net (11 ) Operating loss from discontinued operations (3,416 ) Loss in earnings of unconsolidated entities (115 ) Interest expense (125 ) Other expense, net (500 ) Loss from discontinued operations, net of tax (1) $ (4,156 ) (1) Amount includes loss attributable to redeemable noncontrolling interests of $0.4 million for the three months ended June 30, 2018 . Continuing Involvement As of June 30, 2019 , we have commitments to sell up to 43.2 million gallons of propane, valued at $29.7 million (based on the contract price) to Superior and DCC LPG, the purchasers of our former Retail Propane segment, through April 2020. During the three months ended June 30, 2019 , we received a combined $1.4 million from Superior and DCC LPG for propane sold to them during the period. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisitions On July 2, 2019, we acquired all of the assets of Mesquite Disposals Unlimited, LLC (“Mesquite”) (including 35 saltwater disposal wells) for a total purchase price of $892.5 million . The purchase price was comprised of (i) $592.5 million in cash, (ii) the issuance of $100.0 million of our Class B Preferred Units and (iii) up to $200.0 million in cash to be paid in two deferred installments contingent on certain performance metrics of the assets being acquired. Mesquite SWD Inc. will remain the operator of the Mesquite assets led by Mesquite’s current management team. The assets consist of a fully interconnected produced water pipeline transportation and disposal system in Eddy and Lea Counties, New Mexico, and Loving County, Texas. As of the filing date of this Quarterly Report, we have not obtained all of the information to determine the preliminary purchase price allocation. Term Credit Agreement On July 2, 2019, we entered into the Term Credit Agreement with Toronto Dominion (Texas) LLC for a $250.0 million term loan facility. Toronto Dominion (Texas) LLC and certain of its affiliates are also lenders under our Credit Agreement. Proceeds from the term loan facility were used to fund a portion of the purchase price for the Mesquite acquisition discussed above (see Note 8 ). Issuance of Class D Convertible Preferred Units On the Closing Date, we entered into a Class D Preferred Unit and Warrant Purchase Agreement pursuant to which we agreed to issue, in a private placement, $400.0 million Class D Preferred Units and warrants exercisable to purchase an aggregate of 17,000,000 common units for net proceeds of $385.0 million (net of a closing fee of $8.0 million payable to affiliates of the purchasers and certain estimated expenses and expense reimbursements). Proceeds from this issuance were used to fund a portion of the purchase price for the Mesquite acquisition discussed above (see Note 10 ). Sale of TransMontaigne Product Services, LLC On August 8, 2019, we announced that we signed a definitive agreement to sell TransMontaigne Product Services, LLC (“TPSL”) and associated assets to a strategic buyer with substantial assets for estimated proceeds of approximately $300 million , including equity consideration, inventory, net working capital and the monetization of certain derivative positions at closing, based on June 30, 2019 values and subject to actual values at closing. TPSL makes up a portion of our Refined Products and Renewables segment. The divested assets include (i) TPSL Terminaling Services Agreement with TransMontaigne Partners LP, including the exclusive rights to utilize 18 terminals; (ii) line space along Colonial and Plantation Pipelines; (iii) two wholly-owned refined products terminals in Georgia and multiple third-party throughput agreements; and (iv) all associated customer contracts, inventory and other working capital associated with the assets. Proceeds from this transaction will be used to reduce outstanding indebtedness under our Revolving Credit Facility. The transaction is subject to certain regulatory and other customary closing conditions and is expected to close during the second fiscal quarter. The following table summarizes the major classes of assets and liabilities of this business at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) ASSETS CURRENT ASSETS: Accounts receivable-trade, net $ 121,543 $ 164,716 Inventories 212,111 210,373 Prepaid expenses and other current assets 15,704 12,361 Total current assets 349,358 387,450 Property, plant and equipment, net 15,185 15,553 Goodwill 32,712 32,712 Intangible assets, net 136,074 137,446 Operating lease right-of-use assets 308,117 — Other noncurrent assets 46,871 46,147 Total assets $ 888,317 $ 619,308 LIABILITIES CURRENT LIABILITIES: Accounts payable-trade $ 77,352 $ 85,602 Accrued expenses and other payables 51,041 56,719 Advance payments received from customers 460 460 Operating lease obligations 7,526 — Total current liabilities 136,379 142,781 Operating lease obligations (noncurrent) 300,591 — Total liabilities $ 436,970 $ 142,781 |
Unaudited Condensed Consolidati
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information | 3 Months Ended |
Jun. 30, 2019 | |
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information [Abstract] | |
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information | Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information Certain of our wholly owned subsidiaries have, jointly and severally, fully and unconditionally guaranteed the Senior Unsecured Notes (see Note 8 ). Pursuant to Rule 3-10 of Regulation S-X, we have presented in columnar format the unaudited condensed consolidating financial information for NGL Energy Partners LP (Parent), NGL Energy Finance Corp., the guarantor subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis in the tables below. NGL Energy Partners LP and NGL Energy Finance Corp. are co-issuers of the Senior Unsecured Notes. Since NGL Energy Partners LP received the proceeds from the issuance of the Senior Unsecured Notes, all activity has been reflected in the NGL Energy Partners LP (Parent) column in the tables below. During the periods presented in the tables below, the status of certain subsidiaries changed, in that they either became guarantors of or ceased to be guarantors of the Senior Unsecured Notes. 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 unaudited condensed consolidating financial information is presented on a legal entity basis, (ii) investments in consolidated subsidiaries are accounted for as equity method investments, and (iii) contributions, distributions, and advances to (from) consolidated entities are reported on a net basis within net changes in advances with consolidated entities in the unaudited condensed consolidating statement of cash flow tables below. As discussed further in Note 1 and Note 16 , the results of operations and cash flows related to our former Retail Propane segment (including equity in earnings of Victory Propane) have been classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows. Unaudited Condensed Consolidating Balance Sheet (in Thousands) June 30, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 20,256 $ — $ 59 $ 7,186 $ — $ 27,501 Accounts receivable-trade, net of allowance for doubtful accounts — — 905,218 6,764 — 911,982 Accounts receivable-affiliates — — 11,503 4 — 11,507 Inventories — — 518,550 1,053 — 519,603 Prepaid expenses and other current assets — — 177,386 1,309 — 178,695 Total current assets 20,256 — 1,612,716 16,316 — 1,649,288 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,774,413 241,105 — 2,015,518 GOODWILL — — 1,147,854 5,175 — 1,153,029 INTANGIBLE ASSETS, net of accumulated amortization — — 857,711 73,998 — 931,709 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 1,585 — — 1,585 NET INTERCOMPANY RECEIVABLES (PAYABLES) 988,222 — (888,074 ) (100,148 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 2,539,474 — 155,793 — (2,695,267 ) — OPERATING LEASE RIGHT-OF-USE ASSETS — — 514,512 3,523 — 518,035 OTHER NONCURRENT ASSETS — — 125,556 185 — 125,741 Total assets $ 3,547,952 $ — $ 5,302,066 $ 240,154 $ (2,695,267 ) $ 6,394,905 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 804,043 $ 10,098 $ — $ 814,141 Accounts payable-affiliates 1 — 23,070 — — 23,071 Accrued expenses and other payables 28,733 — 183,575 1,935 — 214,243 Advance payments received from customers — — 20,602 7,711 — 28,313 Current maturities of long-term debt — — 649 — — 649 Operating lease obligations — — 76,759 262 — 77,021 Total current liabilities 28,734 — 1,108,698 20,006 — 1,157,438 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,427,433 — 1,159,521 — — 2,586,954 OPERATING LEASE OBLIGATIONS — — 435,943 3,140 — 439,083 OTHER NONCURRENT LIABILITIES — — 58,430 2,735 — 61,165 EQUITY: Partners’ equity 2,091,785 — 2,539,474 214,491 (2,753,747 ) 2,092,003 Accumulated other comprehensive loss — — — (218 ) — (218 ) Noncontrolling interests — — — — 58,480 58,480 Total equity 2,091,785 — 2,539,474 214,273 (2,695,267 ) 2,150,265 Total liabilities and equity $ 3,547,952 $ — $ 5,302,066 $ 240,154 $ (2,695,267 ) $ 6,394,905 Unaudited Condensed Consolidating Balance Sheet (in Thousands) March 31, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 12,798 $ — $ 3,728 $ 2,046 $ — $ 18,572 Accounts receivable-trade, net of allowance for doubtful accounts — — 1,160,908 2,011 — 1,162,919 Accounts receivable-affiliates — — 12,867 — — 12,867 Inventories — — 462,109 1,034 — 463,143 Prepaid expenses and other current assets — — 154,697 475 — 155,172 Total current assets 12,798 — 1,794,309 5,566 — 1,812,673 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,635,637 208,856 — 1,844,493 GOODWILL — — 1,140,686 5,175 — 1,145,861 INTANGIBLE ASSETS, net of accumulated amortization — — 862,988 75,347 — 938,335 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 1,127 — — 1,127 NET INTERCOMPANY RECEIVABLES (PAYABLES) 862,186 — (808,610 ) (53,576 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 2,503,848 — 170,690 — (2,674,538 ) — OTHER NONCURRENT ASSETS — — 160,004 — — 160,004 Total assets $ 3,378,832 $ — $ 4,956,831 $ 241,368 $ (2,674,538 ) $ 5,902,493 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 957,724 $ 6,941 $ — $ 964,665 Accounts payable-affiliates 1 — 28,468 — — 28,469 Accrued expenses and other payables 25,497 — 221,456 1,497 — 248,450 Advance payments received from customers — — 8,010 911 — 8,921 Current maturities of long-term debt — — 648 — — 648 Total current liabilities 25,498 — 1,216,306 9,349 — 1,251,153 LONG-TERM DEBT, net of debt issuance costs and current maturities 984,450 — 1,175,683 — — 2,160,133 OTHER NONCURRENT LIABILITIES — — 60,994 2,581 — 63,575 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 149,814 — — — — 149,814 EQUITY: Partners’ equity 2,219,070 — 2,503,848 229,693 (2,733,286 ) 2,219,325 Accumulated other comprehensive loss — — — (255 ) — (255 ) Noncontrolling interests — — — — 58,748 58,748 Total equity 2,219,070 — 2,503,848 229,438 (2,674,538 ) 2,277,818 Total liabilities and equity $ 3,378,832 $ — $ 4,956,831 $ 241,368 $ (2,674,538 ) $ 5,902,493 Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended June 30, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 6,624,362 $ 15,005 $ (1,476 ) $ 6,637,891 COST OF SALES — — 6,454,701 (8 ) (1,226 ) 6,453,467 OPERATING COSTS AND EXPENSES: Operating — — 59,932 4,585 (250 ) 64,267 General and administrative — — 20,153 210 — 20,363 Depreciation and amortization — — 51,318 2,890 — 54,208 Gain on disposal or impairment of assets, net — — (967 ) — — (967 ) Operating Income — — 39,225 7,328 — 46,553 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 8 — — 8 Interest expense (25,789 ) — (14,119 ) (11 ) 11 (39,908 ) Other income, net — — 1,078 8 (11 ) 1,075 (Loss) Income From Continuing Operations Before Income Taxes (25,789 ) — 26,192 7,325 — 7,728 INCOME TAX BENEFIT — — 311 — — 311 EQUITY IN NET INCOME FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES 34,096 — 7,593 — (41,689 ) — Net Income 8,307 — 34,096 7,325 (41,689 ) 8,039 LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 268 268 NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ 8,307 $ — $ 34,096 $ 7,325 $ (41,421 ) $ 8,307 Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended June 30, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 5,840,539 $ 4,693 $ (798 ) $ 5,844,434 COST OF SALES — — 5,696,990 (36 ) (798 ) 5,696,156 OPERATING COSTS AND EXPENSES: Operating — — 54,172 2,090 — 56,262 General and administrative — — 22,048 342 — 22,390 Depreciation and amortization — — 49,131 2,914 — 52,045 Loss on disposal or impairment of assets, net — — 101,335 — — 101,335 Revaluation of liabilities — — — 800 — 800 Operating Loss — — (83,137 ) (1,417 ) — (84,554 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 219 — — 219 Interest expense (29,500 ) — (16,767 ) (12 ) 11 (46,268 ) Loss on early extinguishment of liabilities, net (137 ) — — — — (137 ) Other expense, net — — (33,546 ) — (196 ) (33,742 ) Loss From Continuing Operations Before Income Taxes (29,637 ) — (133,231 ) (1,429 ) (185 ) (164,482 ) INCOME TAX EXPENSE — — (651 ) — — (651 ) EQUITY IN NET LOSS FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES (138,909 ) — (1,647 ) — 140,556 — Loss From Continuing Operations (168,546 ) — (135,529 ) (1,429 ) 140,371 (165,133 ) Loss From Discontinued Operations, Net of Tax — — (3,380 ) (961 ) 185 (4,156 ) Net Loss (168,546 ) — (138,909 ) (2,390 ) 140,556 (169,289 ) LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 345 345 LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS 398 398 NET LOSS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ (168,546 ) $ — $ (138,909 ) $ (2,390 ) $ 141,299 $ (168,546 ) Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (in Thousands) Three Months Ended June 30, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 8,307 $ — $ 34,096 $ 7,325 $ (41,689 ) $ 8,039 Other comprehensive inco me — — 17 20 — 37 Comprehensive income $ 8,307 $ — $ 34,113 $ 7,345 $ (41,689 ) $ 8,076 Three Months Ended June 30, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net loss $ (168,546 ) $ — $ (138,909 ) $ (2,390 ) $ 140,556 $ (169,289 ) Other comprehensive loss — — (1 ) (10 ) — (11 ) Comprehensive loss $ (168,546 ) $ — $ (138,910 ) $ (2,400 ) $ 140,556 $ (169,300 ) Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Three Months Ended June 30, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (22,759 ) $ — 83,695 $ 8,958 $ 69,894 INVESTING ACTIVITIES: Capital expenditures — — (127,378 ) (28,013 ) (155,391 ) Acquisitions, net of cash acquired — — (54,548 ) — (54,548 ) Net settlements of commodity derivatives — — 6,447 — 6,447 Proceeds from sales of assets — — 1,523 150 1,673 Investments in unconsolidated entities — — (889 ) — (889 ) Distributions of capital from unconsolidated entities — — 439 — 439 Repayments on loan for natural gas liquids facility — — 3,022 — 3,022 Net cash used in investing activities — — (171,384 ) (27,863 ) (199,247 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 1,139,000 — 1,139,000 Payments on Revolving Credit Facility — — (1,155,000 ) — (1,155,000 ) Issuance of senior unsecured notes 450,000 — — — 450,000 Payments on other long-term debt — — (163 ) — (163 ) Debt issuance costs (7,865 ) — (8 ) — (7,873 ) Distributions to general and common unit partners and preferred unitholders (62,288 ) — — — (62,288 ) Proceeds from sale of preferred units, net of offering costs 42,638 — — — 42,638 Payments for redemption of preferred units (265,128 ) — — — (265,128 ) Payments for settlement and early extinguishment of liabilities — — (543 ) — (543 ) Investment in NGL Energy Holdings LLC (2,361 ) — — — (2,361 ) Net changes in advances with consolidated entities (124,779 ) — 100,734 24,045 — Net cash provided by financing activities 30,217 — 84,020 24,045 138,282 Net increase (decrease) in cash and cash equivalents 7,458 — (3,669 ) 5,140 8,929 Cash and cash equivalents, beginning of period 12,798 — 3,728 2,046 18,572 Cash and cash equivalents, end of period $ 20,256 $ — $ 59 $ 7,186 $ 27,501 Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Three Months Ended June 30, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash used in operating activities-continuing operations $ (50,211 ) $ — $ (22,043 ) $ (747 ) $ (185 ) $ (73,186 ) Net cash provided by operating activities-discontinued operations — — 26,220 5,821 — 32,041 Net cash (used in) provided by operating activities (50,211 ) — 4,177 5,074 (185 ) (41,145 ) INVESTING ACTIVITIES: Capital expenditures — — (70,788 ) (1,922 ) — (72,710 ) Acquisitions, net of cash acquired — — (112,665 ) (3,927 ) — (116,592 ) Net settlements of commodity derivatives — — (60,861 ) — — (60,861 ) Proceeds from sales of assets — — 5,406 — — 5,406 Proceeds from divestitures of businesses and investments, net — — 18,594 — — 18,594 Investments in unconsolidated entities — — (6 ) — — (6 ) Repayments on loan for natural gas liquids facility — — 2,707 — — 2,707 Loan to affiliate — — (1,050 ) — — (1,050 ) Net cash used in investing activities-continuing operations — — (218,663 ) (5,849 ) — (224,512 ) Net cash used in investing activities-discontinued operations — — (19,061 ) (3,947 ) — (23,008 ) Net cash used in investing activities — — (237,724 ) (9,796 ) — (247,520 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 962,000 — — 962,000 Payments on Revolving Credit Facility — — (605,500 ) — — (605,500 ) Repurchase of senior secured and senior unsecured notes (5,069 ) — — — — (5,069 ) Payments on other long-term debt — — (163 ) — — (163 ) Debt issuance costs — — (771 ) — — (771 ) Contributions from noncontrolling interest owners, net — — — 169 — 169 Distributions to general and common unit partners and preferred unitholders (53,905 ) — — — — (53,905 ) Repurchase of warrants (14,988 ) — — — — (14,988 ) Payments for settlement and early extinguishment of liabilities — — (1,195 ) — — (1,195 ) Net changes in advances with consolidated entities 112,572 — (122,539 ) 9,782 185 — Net cash provided by financing activities-continuing operations 38,610 — 231,832 9,951 185 280,578 Net cash used in financing activities-discontinued operations — — (295 ) (30 ) — (325 ) Net cash provided by financing activities 38,610 — 231,537 9,921 185 280,253 Net (decrease) increase in cash and cash equivalents (11,601 ) — (2,010 ) 5,199 — (8,412 ) Cash and cash equivalents, beginning of period 16,915 — 3,329 1,850 — 22,094 Cash and cash equivalents, end of period $ 5,314 $ — $ 1,319 $ 7,049 $ — $ 13,682 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we 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 unaudited condensed consolidated financial statements. Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited condensed consolidated financial statements exclude certain information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed in this Quarterly Report. The unaudited condensed consolidated balance sheet at March 31, 2019 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2019 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 30, 2019. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. Critical estimates we make in the preparation of our unaudited condensed consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in acquisitions, 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, accruals for environmental matters and estimating certain revenues. Although we believe these estimates are reasonable, actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels: • Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties. • Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability. |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our unaudited condensed consolidated balance sheets except for certain physical contracts that qualify for the normal purchase and normal sale election . Under this accounting policy election, we do not record the physical 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 physical contracts that do not qualify as normal purchases and normal sales and settlements (whether cash transactions or non-cash mark-to-market adjustments) are reported either within revenue (for sales contracts) or cost of sales (for purchase contracts) in our unaudited condensed consolidated statements of operations, regardless of whether the contract is physically or financially settled. We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations. We do not enter into such contracts for trading purposes. Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements and are reported within cost of sales on the unaudited condensed consolidated statements of operations, along with related 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 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. |
Income Taxes | Income Taxes We qualify as a partnership for income tax purposes. As such, we generally do not pay United States federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership. We have certain taxable corporate subsidiaries in the United States and Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. We have a deferred tax liability of $13.4 million at June 30, 2019 as a result of acquiring a corporation in connection with one of our acquisitions, which is included within other noncurrent liabilities in our unaudited condensed consolidated balance sheet. The deferred tax liability is the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation. For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis. The deferred tax benefit recorded for the three months ended June 30, 2019 was $1.0 million with an effective tax rate of 24.6% . We evaluate uncertain tax positions for recognition and measurement in the unaudited condensed 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 unaudited condensed consolidated financial statements. We had no material uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at June 30, 2019 or March 31, 2019 . |
Inventories | Inventories |
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 unaudited condensed consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our unaudited condensed consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the net assets of the investee. |
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. |
Acquisitions | Acquisitions To determine if a transaction should be accounted for as a business combination or an acquisition of assets, we first calculate the relative fair values of the assets acquired. If substantially all of the relative fair value is concentrated in a single asset or group of similar assets, or if not but the transaction does not include a significant process (does not meet the definition of a business), we record the transaction as an acquisition of assets. For acquisitions of assets, the purchase price is allocated based on the relative fair values. For an acquisition of assets, goodwill is not recorded. All other transactions are recorded as business combinations. We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. For a business combination, the excess of the purchase price over the net fair value of acquired assets and assumed liabilities is recorded as goodwill, which is not amortized but instead is evaluated for impairment at least annually. 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 three months ended June 30, 2019 to our estimates of the acquisition date fair values of the assets acquired and liabilities assumed in business combinations that occurred during the fiscal year ended March 31, 2019. |
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 June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 ASC 842, “Leases.” This ASU replaced previous lease accounting guidance in GAAP. The new guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. It also retains a distinction between finance leases and operating leases. For lessors, the new accounting model remains largely the same, although some changes have been made to align it with the new lessee model and the ASC 606 revenue recognition guidance. We adopted ASC 842 effective April 1, 2019 using the modified retrospective method, with no adjustment to comparative period information, which remains reported under ASC 840, and no cumulative effect adjustment to equity. See Note 15 for a further discussion of the impact of adoption of ASC 842 to our unaudited condensed consolidated financial statements. |
Equity (Policies)
Equity (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Service Awards | Service Awards are valued at the average of the high/low sales 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. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Effective April 1, 2018, we recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and is recognized as revenue when, or as, the performance obligation is satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation. The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative stand-alone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of June 30, 2019 . |
Leases (Policies)
Leases (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee accounting policy | Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment. We determine if an agreement contains a lease at the inception of the arrangement. If an arrangement is determined to contain a lease, we classify the lease as an operating lease or a finance lease depending on the terms of the arrangement. All of our leases are classified as operating leases. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term when we control the use of the asset by obtaining substantially all of the economic benefits of the asset and direct the use of the asset. Operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities with an initial term of greater than one year are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We do not have any leases that provide for guarantees of residual value. Our lease agreements may include options to extend or terminate the lease which are included in the measurement of our operating lease liability when it is reasonably certain that we will exercise the option. Lease renewal terms vary from one year to 30 years . Operating lease expense is recognized on a straight-line basis over the lease term. We have variable lease payments, including adjustments to lease payments based on an index or rate, such as a consumer price index, fair value adjustments to lease payments, and common area maintenance, real estate taxes, and insurance payments in certain real estate leases. We also have certain land leas es within our Water Solutions segment that require us to pay a royalty, which could be based on a flat rate per barrel disposed or a percentage of revenue generated. Variable lease payments are excluded from operating lease right-of-use assets and operating lease liabilities and are expensed as incurred. Operating lease right-of-use assets also include any lease prepayments and exclude lease incentives. For leases acquired as a result of an acquisition, the right-of-use asset also includes adjustments for any favorable or unfavorable market terms present in the lease. Short-term leases with an initial term of 12 months or less that do not include a purchase option, with the exception of railcar leases, are not recorded on the unaudited condensed consolidated balance sheet. Operating lease expense for short-term leases is recognized on a straight-line basis over the lease term and amounts related to short-term leases are disclosed within our condensed consolidated financial statements. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases of buildings and land, we account for the lease and non-lease components as a single lease component based on the election of the practical expedient to not separate lease components from non-lease components. |
Lessor accounting policy | Our lessor arrangements include storage and railcar contracts, of which certain agreements contain renewal options for periods of between one year and five years |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Crude oil $ 65,618 $ 51,359 Natural gas liquids: Propane 38,436 33,478 Butane 25,099 15,294 Other 5,604 7,482 Refined products: Gasoline 173,927 189,802 Diesel 148,581 103,935 Renewables: Ethanol 56,513 51,542 Biodiesel 5,825 10,251 Total $ 519,603 $ 463,143 |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Date Acquired June 30, 2019 March 31, 2019 (in thousands) Aircraft rental company (2) Corporate and Other 50% June 2019 $ 900 $ — Water services company (3) Water Solutions 50% August 2018 480 920 Natural gas liquids terminal company (4) Liquids 50% March 2019 205 207 Total $ 1,585 $ 1,127 (1) Ownership interest percentages are at June 30, 2019 . (2) This is an investment with a related party. See Note 13 for a further discussion. (3) This is an investment that we acquired as part of an acquisition in August 2018. (4) This is an investment that we acquired as part of an acquisition in March 2019. |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Loan receivable (1) $ 16,107 $ 19,474 Line fill (2) 33,437 33,437 Tank bottoms (3) 44,148 44,148 Minimum shipping fees - pipeline commitments (4) — 23,494 Other 32,049 39,451 Total $ 125,741 $ 160,004 (1) Represents the noncurrent portion of a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party who filed for Chapter11 bankruptcy subsequent to June 30, 2019. As of June 30, 2019 , we are owed a total of $26.4 million under this loan receivable, of which $13.0 million is recorded within prepaid expenses and other current assets in our unaudited condensed unconsolidated balance sheet. Our loan receivable is secured by the natural gas liquids facility. The remaining amount represents the noncurrent portion of a loan receivable with Victory Propane. (2) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2019 , line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. At March 31, 2019 , line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. Line fill held in pipelines we own is included within property, plant and equipment (see Note 5). (3) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. At June 30, 2019 and March 31, 2019 , tank bottoms held in third party terminals consisted of 389,737 barrels and 389,737 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, or deficiency credits, for two contracts with crude oil pipeline operators. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9). During the three months ended June 30, 2018, we entered into a definitive agreement, in which we agreed to provide the benefit of our deficiency credit under one of these contracts. As a result of providing this benefit to the third party, we wrote off $67.7 million of these deficiency credits and recorded a loss within (gain) loss on disposal or impairment of assets, net . Under the remaining other contract for which we have the future benefit, we currently have ten months in which to ship the excess volumes. At June 30, 2019 , the deficiency credit for the remaining other contract of $23.5 million was reclassified to prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Accrued compensation and benefits $ 18,721 $ 19,558 Excise and other tax liabilities 40,985 40,339 Derivative liabilities 60,402 100,372 Accrued interest 26,120 24,882 Product exchange liabilities 27,116 21,081 Gavilon legal matter settlement (Note 9) 12,500 12,500 Other 28,399 29,718 Total $ 214,243 $ 248,450 |
Loss Per Common Unit (Tables)
Loss Per Common Unit (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
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: Three Months Ended June 30, 2019 2018 Weighted average common units outstanding during the period: Common units - Basic 125,886,738 121,544,421 Common units - Diluted 125,886,738 121,544,421 For the three months ended June 30, 2019, the Service Awards (as defined herein) and warrants were considered antidilutive. For the three months ended June 30, 2018 , the performance awards, warrants, Service Awards and the Class A Preferred Units (as defined herein) were considered antidilutive. |
Schedule of loss per common unit | Our loss per common unit is as follows for the periods indicated: Three Months Ended June 30, 2019 2018 (in thousands, except unit and per unit amounts) Income (loss) from continuing operations $ 8,039 $ (165,133 ) Less: Continuing operations loss attributable to noncontrolling interests 268 345 Net income (loss) from continuing operations attributable to NGL Energy Partners LP 8,307 (164,788 ) Less: Distributions to preferred unitholders (1) (129,460 ) (20,157 ) Less: Continuing operations net loss allocated to general partner (2) 85 151 Net loss from continuing operations allocated to common unitholders $ (121,068 ) $ (184,794 ) Loss from discontinued operations, net of tax $ — $ (4,156 ) Less: Discontinued operations loss attributable to redeemable noncontrolling interests — 398 Less: Discontinued operations loss allocated to general partner (2) — 4 Net loss from discontinued operations allocated to common unitholders $ — $ (3,754 ) Net loss allocated to common unitholders $ (121,068 ) $ (188,548 ) Basic loss per common unit Loss from continuing operations $ (0.96 ) $ (1.52 ) Loss from discontinued operations, net of tax — (0.03 ) Net loss $ (0.96 ) $ (1.55 ) Diluted loss per common unit Loss from continuing operations $ (0.96 ) $ (1.52 ) Loss from discontinued operations, net of tax — (0.03 ) Net loss $ (0.96 ) $ (1.55 ) Basic weighted average common units outstanding 125,886,738 121,544,421 Diluted weighted average common units outstanding 125,886,738 121,544,421 (1) This amount includes distributions to preferred unitholders, the final accretion for the beneficial conversion of the Class A Preferred Units and the excess of the Class A Preferred Units repurchase price over the carrying value of the units, as discussed further in Note 10 . (2) Net loss allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Water Solutions Facilities 2020 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 as of June 30, 2019 for the assets acquired and liabilities assumed (in thousands): Property, plant and equipment $ 24,324 Goodwill 2,413 Intangible assets 26,688 Other noncurrent liabilities (425 ) Fair value of net assets acquired $ 53,000 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2019 March 31, 2019 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 280,849 $ 280,106 Pipeline and related facilities 30 - 40 243,762 243,799 Refined products terminal assets and equipment 15 - 25 15,187 15,187 Vehicles and railcars 3 - 25 122,363 124,948 Water treatment facilities and equipment 3 - 30 734,713 704,666 Crude oil tanks and related equipment 2 - 30 225,599 225,476 Barges and towboats 5 - 30 103,737 103,735 Information technology equipment 3 - 7 33,518 33,082 Buildings and leasehold improvements 3 - 40 145,114 144,567 Land 70,362 63,368 Tank bottoms and line fill (1) 20,267 20,071 Other 3 - 20 15,035 15,018 Construction in progress 447,880 290,832 2,458,386 2,264,855 Accumulated depreciation (442,868 ) (420,362 ) Net property, plant and equipment $ 2,015,518 $ 1,844,493 (1) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost. |
Schedule of depreciation expense and capitalized interest expense | The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2019 2018 (in thousands) Depreciation expense $ 25,821 $ 24,729 Capitalized interest expense $ — $ 149 Amounts in the table above do not include depreciation expense and capitalized interest related to our former Retail Propane segment, as these amounts have been classified within discontinued operations in our unaudited condensed consolidated statements of operations (see Note 16 ). |
Schedule of (gain) loss on sale of assets | We record (gains) losses 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 unaudited condensed consolidated statements of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated: Three Months Ended June 30, 2019 2018 (in thousands) Crude Oil Logistics $ (533 ) $ (2,041 ) Water Solutions 48 2,475 Liquids (3 ) (10 ) Total $ (488 ) $ 424 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill by segment | The following table summarizes changes in goodwill by segment during the three months ended June 30, 2019 : Crude Oil Water Liquids Refined Total (in thousands) Balances at March 31, 2019 $ 579,846 $ 410,139 $ 103,421 $ 52,455 $ 1,145,861 Revisions to acquisition accounting (Note 4) — 4,755 — — 4,755 Acquisitions (Note 4) — 2,413 — — 2,413 Balances at June 30, 2019 $ 579,846 $ 417,307 $ 103,421 $ 52,455 $ 1,153,029 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: June 30, 2019 March 31, 2019 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 3 - 30 $ 753,432 $ (387,400 ) $ 366,032 $ 747,432 $ (370,072 ) $ 377,360 Customer commitments 10 310,000 (82,667 ) 227,333 310,000 (74,917 ) 235,083 Pipeline capacity rights 30 161,785 (23,786 ) 137,999 161,785 (22,438 ) 139,347 Rights-of-way and easements 1 - 45 76,925 (5,081 ) 71,844 73,409 (4,509 ) 68,900 Water rights 14 64,868 (4,247 ) 60,621 64,868 (3,018 ) 61,850 Executory contracts and other agreements 5 - 30 55,030 (17,860 ) 37,170 47,230 (17,212 ) 30,018 Non-compete agreements 2 - 24 19,823 (3,469 ) 16,354 12,723 (2,570 ) 10,153 Debt issuance costs (1) 5 42,353 (30,797 ) 11,556 42,345 (29,521 ) 12,824 Total amortizable 1,484,216 (555,307 ) 928,909 1,459,792 (524,257 ) 935,535 Non-amortizable: Trade names 2,800 — 2,800 2,800 — 2,800 Total $ 1,487,016 $ (555,307 ) $ 931,709 $ 1,462,592 $ (524,257 ) $ 938,335 (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. |
Schedule of indefinite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: June 30, 2019 March 31, 2019 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 3 - 30 $ 753,432 $ (387,400 ) $ 366,032 $ 747,432 $ (370,072 ) $ 377,360 Customer commitments 10 310,000 (82,667 ) 227,333 310,000 (74,917 ) 235,083 Pipeline capacity rights 30 161,785 (23,786 ) 137,999 161,785 (22,438 ) 139,347 Rights-of-way and easements 1 - 45 76,925 (5,081 ) 71,844 73,409 (4,509 ) 68,900 Water rights 14 64,868 (4,247 ) 60,621 64,868 (3,018 ) 61,850 Executory contracts and other agreements 5 - 30 55,030 (17,860 ) 37,170 47,230 (17,212 ) 30,018 Non-compete agreements 2 - 24 19,823 (3,469 ) 16,354 12,723 (2,570 ) 10,153 Debt issuance costs (1) 5 42,353 (30,797 ) 11,556 42,345 (29,521 ) 12,824 Total amortizable 1,484,216 (555,307 ) 928,909 1,459,792 (524,257 ) 935,535 Non-amortizable: Trade names 2,800 — 2,800 2,800 — 2,800 Total $ 1,487,016 $ (555,307 ) $ 931,709 $ 1,462,592 $ (524,257 ) $ 938,335 (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. |
Schedule of amortization expense | Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2019 2018 (in thousands) Depreciation and amortization $ 28,387 $ 27,316 Cost of sales 1,371 1,465 Interest expense 1,276 1,193 Operating expenses 151 — Total $ 31,185 $ 29,974 Amounts in the table above do not include amortization expense related to our former Retail Propane segment, as these amounts have been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16 ). |
Schedule of expected amortization of intangible assets | Expected amortization of our intangible assets is as follows (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 93,141 2021 112,212 2022 99,373 2023 91,351 2024 85,211 Thereafter 447,621 Total $ 928,909 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: June 30, 2019 March 31, 2019 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ 260,000 $ — $ 260,000 $ 275,000 $ — $ 275,000 Working capital borrowings 895,000 — 895,000 896,000 — 896,000 Senior unsecured notes: 7.500% Notes due 2023 ("2023 Notes") 607,323 (6,538 ) 600,785 607,323 (6,916 ) 600,407 6.125% Notes due 2025 ("2025 Notes") 389,135 (4,877 ) 384,258 389,135 (5,092 ) 384,043 7.500% Notes due 2026 ("2026 Notes") 450,000 (7,610 ) 442,390 — — — Other long-term debt 5,170 — 5,170 5,331 — 5,331 2,606,628 (19,025 ) 2,587,603 2,172,789 (12,008 ) 2,160,781 Less: Current maturities 649 — 649 648 — 648 Long-term debt $ 2,605,979 $ (19,025 ) $ 2,586,954 $ 2,172,141 $ (12,008 ) $ 2,160,133 (1) Debt issuance costs related to the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. |
Schedule of future amortization expense of debt issuance costs | Expected amortization of debt issuance costs is as follows (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 2,618 2021 3,488 2022 3,488 2023 3,488 2024 2,864 Thereafter 3,079 Total $ 19,025 |
Schedule of financial covenants in Credit Agreement | The following table summarizes the debt covenant levels specified in the Credit Agreement as of June 30, 2019 : Senior Secured Interest Total Leverage Period Beginning Leverage Ratio (1) Leverage Ratio (1) Coverage Ratio (2) Indebtedness Ratio (1) June 30, 2019 4.50 3.25 2.75 6.50 September 30, 2019 4.50 3.25 2.75 6.25 March 31, 2020 and thereafter 4.50 3.25 2.75 6.00 (1) Represents the maximum ratio for the period presented. (2) |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at June 30, 2019 : Fiscal Year Ending March 31, Revolving Senior Unsecured Notes Other Total (in thousands) 2020 (nine months) $ — $ — $ 486 $ 486 2021 — — 4,684 4,684 2022 1,155,000 — — 1,155,000 2023 — — — — 2024 — 607,323 — 607,323 Thereafter — 839,135 — 839,135 Total $ 1,155,000 $ 1,446,458 $ 5,170 $ 2,606,628 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of change in asset retirement obligation | The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands): Balance at March 31, 2019 $ 9,723 Liabilities incurred 294 Liabilities assumed in acquisitions 427 Accretion expense 195 Balance at June 30, 2019 $ 10,639 |
Schedule of future minimum payments under contractual commitments | The following table summarizes future minimum payments under these agreements at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 10,031 2021 10,757 2022 7,992 2023 5,603 2024 4,476 Thereafter 679 Total $ 39,538 |
Schedule of outstanding purchase commitments | At June 30, 2019 , we had the following commodity purchase commitments (in thousands): Crude Oil (1) Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Purchase Commitments: 2020 (nine months) $ 77,233 1,456 $ 13,811 21,714 2021 — — 1,341 2,100 Total $ 77,233 1,456 $ 15,152 23,814 Index-Price Commodity Purchase Commitments: 2020 (nine months) $ 1,315,538 24,124 $ 502,600 1,070,293 2021 503,942 10,227 2,076 3,914 2022 397,731 8,264 — — 2023 266,157 5,482 — — 2024 200,233 4,110 — — Total $ 2,683,601 52,207 $ 504,676 1,074,207 (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, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive. |
Schedule of outstanding sale commitments | At June 30, 2019 , we had the following commodity sale commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Sale Commitments: 2020 (nine months) $ 84,851 1,541 $ 123,655 154,945 2021 — — 4,926 6,375 2022 — — 116 141 Total $ 84,851 1,541 $ 128,697 161,461 Index-Price Commodity Sale Commitments: 2020 (nine months) $ 1,059,581 17,955 $ 763,429 1,112,979 2021 — — 14,493 21,923 Total $ 1,059,581 17,955 $ 777,922 1,134,902 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our common units during the last two quarters: Date Declared Record Date Payment Date Amount Per Unit Amount Paid/Payable to Limited Partners Amount Paid/Payable to General Partner (in thousands) (in thousands) April 24, 2019 May 7, 2019 May 15, 2019 $ 0.3900 $ 49,127 $ 85 July 23, 2019 August 7, 2019 August 14, 2019 $ 0.3900 $ 49,127 $ 85 |
Service awards | |
Equity | |
Schedule of awards activity | The following table summarizes the Service Award activity during the three months ended June 30, 2019 : Unvested Service Award units at March 31, 2019 2,308,400 Units granted 17,500 Units forfeited (8,550 ) Unvested Service Award units at June 30, 2019 2,317,350 |
Schedule of scheduled vesting of awards | The following table summarizes the scheduled vesting of our unvested Service Award units at June 30, 2019 : Fiscal Year Ending March 31, 2020 (nine months) 1,009,175 2021 872,925 2022 435,250 Total 2,317,350 |
Schedule of estimated equity-based expense to be recorded on the awards granted | The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 5,454 2021 4,216 2022 1,375 Total $ 11,045 |
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 two quarters: Amount Paid to Class B Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) March 15, 2019 April 1, 2019 April 15, 2019 $ 0.5625 $ 4,725 June 14, 2019 July 1, 2019 July 15, 2019 $ 0.5625 $ 4,725 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value measurements of assets and liabilities | The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our unaudited condensed consolidated balance sheet at the dates indicated: June 30, 2019 March 31, 2019 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 69,517 $ (26,139 ) $ 49,509 $ (7,273 ) Level 2 measurements 63,137 (60,547 ) 86,785 (100,564 ) 132,654 (86,686 ) 136,294 (107,837 ) Netting of counterparty contracts (1) (26,326 ) 26,326 (7,501 ) 7,501 Net cash collateral held (15,782 ) (133 ) (18,271 ) (208 ) Commodity derivatives $ 90,546 $ (60,493 ) $ 110,522 $ (100,544 ) (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. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such netting arrangements. |
Schedule of location of commodity derivative assets and liabilities reported in the unaudited condensed consolidated balance sheets | The following table summarizes the accounts that include our commodity derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Prepaid expenses and other current assets $ 90,522 $ 110,521 Other noncurrent assets 24 1 Accrued expenses and other payables (60,402 ) (100,372 ) Other noncurrent liabilities (91 ) (172 ) Net commodity derivative asset $ 30,053 $ 9,978 |
Summary of open commodity derivative contract positions | The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At June 30, 2019: Crude oil fixed-price (1) July 2019–December 2020 (2,200 ) $ 2,580 Propane fixed-price (1) July 2019–December 2020 947 (2,430 ) Refined products fixed-price (1) July 2019–January 2021 (4,623 ) 45,692 Other July 2019–March 2022 126 45,968 Net cash collateral held (15,915 ) Net commodity derivative asset $ 30,053 At March 31, 2019: Crude oil fixed-price (1) April 2019–December 2020 (1,961 ) 1,014 Propane fixed-price (1) April 2019–March 2020 198 608 Refined products fixed-price (1) April 2019–January 2021 (2,296 ) 22,079 Other April 2019–March 2022 4,756 28,457 Net cash collateral held (18,479 ) Net commodity derivative asset $ 9,978 (1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. (2) 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. |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair value estimates of our fixed-rate notes at June 30, 2019 (in thousands): Senior Unsecured Notes: 2023 Notes $ 634,243 2025 Notes $ 386,460 2026 Notes $ 469,125 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of certain information related to results of operations by segment | The following table summarizes revenues 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 our former Retail Propane segment, as these amounts has been classified within discontinued operations in our unaudited condensed consolidated statements of operations (see Note 16 ). Three Months Ended June 30, 2019 2018 (in thousands) Revenues: Crude Oil Logistics: Topic 606 revenues Crude oil sales $ 682,069 $ 756,511 Crude oil transportation and other 39,997 28,546 Non-Topic 606 revenues 3,621 3,298 Elimination of intersegment sales (9,527 ) (4,525 ) Total Crude Oil Logistics revenues 716,160 783,830 Water Solutions: Topic 606 revenues Disposal service fees 51,140 54,004 Sale of recovered hydrocarbons 14,335 20,378 Freshwater revenues 2,096 500 Other service revenues 4,212 1,251 Non-Topic 606 revenues — 12 Total Water Solutions revenues 71,783 76,145 Liquids: Topic 606 revenues Propane sales 139,374 186,489 Butane sales 82,225 113,200 Other product sales 114,605 151,805 Service revenues 8,787 5,671 Non-Topic 606 revenues 3,845 4,397 Elimination of intersegment sales (1,189 ) (1,665 ) Total Liquids revenues 347,647 459,897 Refined Products and Renewables: Topic 606 revenues Refined products sales 1,412,158 1,428,212 Service fees and other revenues 511 4,750 Non-Topic 606 revenues 4,089,377 3,091,445 Total Refined Products and Renewables revenues 5,502,046 4,524,407 Corporate and Other: Non-Topic 606 revenues 255 376 Elimination of intersegment sales — (221 ) Total Corporate and Other revenues 255 155 Total revenues $ 6,637,891 $ 5,844,434 The following tables summarize depreciation and amortization expense and operating income (loss) by segment for the periods indicated. Three Months Ended June 30, 2019 2018 (in thousands) Depreciation and Amortization: Crude Oil Logistics $ 17,585 $ 19,309 Water Solutions 28,223 25,309 Liquids 7,251 6,505 Refined Products and Renewables 1,928 1,669 Corporate and Other 2,868 3,147 Total depreciation and amortization $ 57,855 $ 55,939 Operating Income (Loss): Crude Oil Logistics $ 33,802 $ (99,738 ) Water Solutions 13,689 969 Liquids 8,484 2,623 Refined Products and Renewables 5,920 29,022 Corporate and Other (15,342 ) (17,430 ) Total operating income (loss) $ 46,553 $ (84,554 ) |
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. The information below does not include goodwill by segment. Three Months Ended June 30, 2019 2018 (in thousands) Crude Oil Logistics $ 14,805 $ 8,382 Water Solutions 203,900 130,422 Liquids 5,549 992 Refined Products and Renewables 4 — Corporate and Other 739 331 Total $ 224,997 $ 140,127 |
Schedule of long-lived assets (consisting of property, plant and equipment, intangible assets and goodwill) and total assets by segment | The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, and goodwill) and total assets by segment at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Long-lived assets, net: Crude Oil Logistics $ 1,610,899 $ 1,584,636 Water Solutions 1,791,345 1,600,836 Liquids (1) 631,416 498,767 Refined Products and Renewables 554,915 217,881 Corporate and Other 29,716 26,569 Total $ 4,618,291 $ 3,928,689 (1) Includes $29.0 million and $0.5 million of non-US long-lived assets at June 30, 2019 and March 31, 2019 , respectively. June 30, 2019 March 31, 2019 (in thousands) Total assets: Crude Oil Logistics $ 2,177,945 $ 2,237,612 Water Solutions 1,862,624 1,668,292 Liquids (1) 837,184 721,008 Refined Products and Renewables 1,435,978 1,198,562 Corporate and Other 81,174 77,019 Total $ 6,394,905 $ 5,902,493 (1) Includes $41.8 million and $12.0 million of non-US total assets at June 30, 2019 and March 31, 2019 , respectively. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Summary of purchase and sale transactions of products and services | The following table summarizes these related party transactions for the periods indicated: Three Months Ended June 30, 2019 2018 (in thousands) Sales to WPX $ 8,436 $ — Purchases from WPX (1) $ 80,771 $ — Sales to SemGroup $ 241 $ 120 Purchases from SemGroup $ — $ 1,020 Sales to entities affiliated with management $ 1,021 $ 5,280 Purchases from entities affiliated with management $ 1,156 $ 76,534 (1) Amount primarily relates to purchases of crude oil under the definitive agreement we signed with WPX. |
Schedule of accounts receivable from affiliates | Accounts receivable from affiliates consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Receivables from NGL Energy Holdings LLC $ 7,355 $ 7,277 Receivables from WPX 4,043 5,185 Receivables from SemGroup 41 71 Receivables from entities affiliated with management 68 334 Total $ 11,507 $ 12,867 |
Schedule of accounts payable to affiliates | Accounts payable to affiliates consist of the following at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) Payables to WPX $ 22,785 $ 27,844 Payables to entities affiliated with management 267 625 Payables to equity method investees 19 — Total $ 23,071 $ 28,469 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of amount and timing of remaining performance obligation | The following table summarizes the amount and timing of revenue recognition for such contracts at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 144,623 2021 128,778 2022 120,091 2023 113,915 2024 99,443 Thereafter 242,127 Total $ 848,977 |
Schedule of contract assets and liabilities | The following tables summarize the balances of our contract assets and liabilities at the dates indicated: Balance at March 31, 2019 June 30, 2019 (in thousands) Accounts receivable from contracts with customers $ 740,878 $ 533,216 Contract liabilities balance at March 31, 2019 $ 8,921 Payment received and deferred 24,810 Payment recognized in revenue (5,418 ) Contract liabilities balance at June 30, 2019 $ 28,313 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of components of lease expense | The following table summarizes the components of our lease expense for the period indicated: Three Months Ended June 30, 2019 (in thousands) Operating lease cost $ 29,398 Variable lease cost 1,808 Short-term lease cost 126 Total lease cost $ 31,332 |
Schedule of maturities of operating lease liabilities | The following table summarizes maturities of our operating lease liabilities at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 82,061 2021 91,400 2022 70,650 2023 50,556 2024 39,252 Thereafter 500,059 Total lease payments 833,978 Less imputed interest (317,874 ) Total operating lease liabilities $ 516,104 |
Schedule of future minimum lease payments under contractual commitments | The following table summarizes future minimum lease payments under various noncancelable operating lease agreements at March 31, 2019 (in thousands): Fiscal Year Ending March 31, 2020 $ 127,718 2021 105,697 2022 83,595 2023 54,599 2024 18,841 Thereafter 41,845 Total $ 432,295 |
Schedule of supplemental cash flow and non-cash information for operating leases | The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the period indicated: Three Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities $ 29,108 Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 552,527 |
Schedule of future minimum lease payments receivable under contractual commitments | The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at June 30, 2019 (in thousands): Fiscal Year Ending March 31, 2020 (nine months) $ 14,975 2021 13,444 2022 5,471 2023 1,550 2024 1,325 Thereafter 1,574 Total $ 38,339 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The following table summarizes the results of operations from discontinued operations related to our former Retail Propane segment for the period indicated: Three Months Ended June 30, 2018 (in thousands) Revenues $ 66,673 Cost of sales 34,496 Operating expenses 24,502 General and administrative expense 2,396 Depreciation and amortization 8,706 Gain on disposal or impairment of assets, net (11 ) Operating loss from discontinued operations (3,416 ) Loss in earnings of unconsolidated entities (115 ) Interest expense (125 ) Other expense, net (500 ) Loss from discontinued operations, net of tax (1) $ (4,156 ) (1) Amount includes loss attributable to redeemable noncontrolling interests of $0.4 million for the three months ended June 30, 2018 . |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Schedule of assets and liabilities to be disposed of | The following table summarizes the major classes of assets and liabilities of this business at the dates indicated: June 30, 2019 March 31, 2019 (in thousands) ASSETS CURRENT ASSETS: Accounts receivable-trade, net $ 121,543 $ 164,716 Inventories 212,111 210,373 Prepaid expenses and other current assets 15,704 12,361 Total current assets 349,358 387,450 Property, plant and equipment, net 15,185 15,553 Goodwill 32,712 32,712 Intangible assets, net 136,074 137,446 Operating lease right-of-use assets 308,117 — Other noncurrent assets 46,871 46,147 Total assets $ 888,317 $ 619,308 LIABILITIES CURRENT LIABILITIES: Accounts payable-trade $ 77,352 $ 85,602 Accrued expenses and other payables 51,041 56,719 Advance payments received from customers 460 460 Operating lease obligations 7,526 — Total current liabilities 136,379 142,781 Operating lease obligations (noncurrent) 300,591 — Total liabilities $ 436,970 $ 142,781 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information [Abstract] | |
Schedule of Unaudited Condensed Consolidating Balance Sheets | Unaudited Condensed Consolidating Balance Sheet (in Thousands) June 30, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 20,256 $ — $ 59 $ 7,186 $ — $ 27,501 Accounts receivable-trade, net of allowance for doubtful accounts — — 905,218 6,764 — 911,982 Accounts receivable-affiliates — — 11,503 4 — 11,507 Inventories — — 518,550 1,053 — 519,603 Prepaid expenses and other current assets — — 177,386 1,309 — 178,695 Total current assets 20,256 — 1,612,716 16,316 — 1,649,288 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,774,413 241,105 — 2,015,518 GOODWILL — — 1,147,854 5,175 — 1,153,029 INTANGIBLE ASSETS, net of accumulated amortization — — 857,711 73,998 — 931,709 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 1,585 — — 1,585 NET INTERCOMPANY RECEIVABLES (PAYABLES) 988,222 — (888,074 ) (100,148 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 2,539,474 — 155,793 — (2,695,267 ) — OPERATING LEASE RIGHT-OF-USE ASSETS — — 514,512 3,523 — 518,035 OTHER NONCURRENT ASSETS — — 125,556 185 — 125,741 Total assets $ 3,547,952 $ — $ 5,302,066 $ 240,154 $ (2,695,267 ) $ 6,394,905 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 804,043 $ 10,098 $ — $ 814,141 Accounts payable-affiliates 1 — 23,070 — — 23,071 Accrued expenses and other payables 28,733 — 183,575 1,935 — 214,243 Advance payments received from customers — — 20,602 7,711 — 28,313 Current maturities of long-term debt — — 649 — — 649 Operating lease obligations — — 76,759 262 — 77,021 Total current liabilities 28,734 — 1,108,698 20,006 — 1,157,438 LONG-TERM DEBT, net of debt issuance costs and current maturities 1,427,433 — 1,159,521 — — 2,586,954 OPERATING LEASE OBLIGATIONS — — 435,943 3,140 — 439,083 OTHER NONCURRENT LIABILITIES — — 58,430 2,735 — 61,165 EQUITY: Partners’ equity 2,091,785 — 2,539,474 214,491 (2,753,747 ) 2,092,003 Accumulated other comprehensive loss — — — (218 ) — (218 ) Noncontrolling interests — — — — 58,480 58,480 Total equity 2,091,785 — 2,539,474 214,273 (2,695,267 ) 2,150,265 Total liabilities and equity $ 3,547,952 $ — $ 5,302,066 $ 240,154 $ (2,695,267 ) $ 6,394,905 Unaudited Condensed Consolidating Balance Sheet (in Thousands) March 31, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 12,798 $ — $ 3,728 $ 2,046 $ — $ 18,572 Accounts receivable-trade, net of allowance for doubtful accounts — — 1,160,908 2,011 — 1,162,919 Accounts receivable-affiliates — — 12,867 — — 12,867 Inventories — — 462,109 1,034 — 463,143 Prepaid expenses and other current assets — — 154,697 475 — 155,172 Total current assets 12,798 — 1,794,309 5,566 — 1,812,673 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation — — 1,635,637 208,856 — 1,844,493 GOODWILL — — 1,140,686 5,175 — 1,145,861 INTANGIBLE ASSETS, net of accumulated amortization — — 862,988 75,347 — 938,335 INVESTMENTS IN UNCONSOLIDATED ENTITIES — — 1,127 — — 1,127 NET INTERCOMPANY RECEIVABLES (PAYABLES) 862,186 — (808,610 ) (53,576 ) — — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES 2,503,848 — 170,690 — (2,674,538 ) — OTHER NONCURRENT ASSETS — — 160,004 — — 160,004 Total assets $ 3,378,832 $ — $ 4,956,831 $ 241,368 $ (2,674,538 ) $ 5,902,493 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable-trade $ — $ — $ 957,724 $ 6,941 $ — $ 964,665 Accounts payable-affiliates 1 — 28,468 — — 28,469 Accrued expenses and other payables 25,497 — 221,456 1,497 — 248,450 Advance payments received from customers — — 8,010 911 — 8,921 Current maturities of long-term debt — — 648 — — 648 Total current liabilities 25,498 — 1,216,306 9,349 — 1,251,153 LONG-TERM DEBT, net of debt issuance costs and current maturities 984,450 — 1,175,683 — — 2,160,133 OTHER NONCURRENT LIABILITIES — — 60,994 2,581 — 63,575 CLASS A 10.75% CONVERTIBLE PREFERRED UNITS 149,814 — — — — 149,814 EQUITY: Partners’ equity 2,219,070 — 2,503,848 229,693 (2,733,286 ) 2,219,325 Accumulated other comprehensive loss — — — (255 ) — (255 ) Noncontrolling interests — — — — 58,748 58,748 Total equity 2,219,070 — 2,503,848 229,438 (2,674,538 ) 2,277,818 Total liabilities and equity $ 3,378,832 $ — $ 4,956,831 $ 241,368 $ (2,674,538 ) $ 5,902,493 |
Schedule of Unaudited Condensed Consolidating Statements of Operations | Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended June 30, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 6,624,362 $ 15,005 $ (1,476 ) $ 6,637,891 COST OF SALES — — 6,454,701 (8 ) (1,226 ) 6,453,467 OPERATING COSTS AND EXPENSES: Operating — — 59,932 4,585 (250 ) 64,267 General and administrative — — 20,153 210 — 20,363 Depreciation and amortization — — 51,318 2,890 — 54,208 Gain on disposal or impairment of assets, net — — (967 ) — — (967 ) Operating Income — — 39,225 7,328 — 46,553 OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 8 — — 8 Interest expense (25,789 ) — (14,119 ) (11 ) 11 (39,908 ) Other income, net — — 1,078 8 (11 ) 1,075 (Loss) Income From Continuing Operations Before Income Taxes (25,789 ) — 26,192 7,325 — 7,728 INCOME TAX BENEFIT — — 311 — — 311 EQUITY IN NET INCOME FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES 34,096 — 7,593 — (41,689 ) — Net Income 8,307 — 34,096 7,325 (41,689 ) 8,039 LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 268 268 NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ 8,307 $ — $ 34,096 $ 7,325 $ (41,421 ) $ 8,307 Unaudited Condensed Consolidating Statement of Operations (in Thousands) Three Months Ended June 30, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated REVENUES $ — $ — $ 5,840,539 $ 4,693 $ (798 ) $ 5,844,434 COST OF SALES — — 5,696,990 (36 ) (798 ) 5,696,156 OPERATING COSTS AND EXPENSES: Operating — — 54,172 2,090 — 56,262 General and administrative — — 22,048 342 — 22,390 Depreciation and amortization — — 49,131 2,914 — 52,045 Loss on disposal or impairment of assets, net — — 101,335 — — 101,335 Revaluation of liabilities — — — 800 — 800 Operating Loss — — (83,137 ) (1,417 ) — (84,554 ) OTHER INCOME (EXPENSE): Equity in earnings of unconsolidated entities — — 219 — — 219 Interest expense (29,500 ) — (16,767 ) (12 ) 11 (46,268 ) Loss on early extinguishment of liabilities, net (137 ) — — — — (137 ) Other expense, net — — (33,546 ) — (196 ) (33,742 ) Loss From Continuing Operations Before Income Taxes (29,637 ) — (133,231 ) (1,429 ) (185 ) (164,482 ) INCOME TAX EXPENSE — — (651 ) — — (651 ) EQUITY IN NET LOSS FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES (138,909 ) — (1,647 ) — 140,556 — Loss From Continuing Operations (168,546 ) — (135,529 ) (1,429 ) 140,371 (165,133 ) Loss From Discontinued Operations, Net of Tax — — (3,380 ) (961 ) 185 (4,156 ) Net Loss (168,546 ) — (138,909 ) (2,390 ) 140,556 (169,289 ) LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 345 345 LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS 398 398 NET LOSS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ (168,546 ) $ — $ (138,909 ) $ (2,390 ) $ 141,299 $ (168,546 ) |
Schedule of Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) | Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (in Thousands) Three Months Ended June 30, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net income $ 8,307 $ — $ 34,096 $ 7,325 $ (41,689 ) $ 8,039 Other comprehensive inco me — — 17 20 — 37 Comprehensive income $ 8,307 $ — $ 34,113 $ 7,345 $ (41,689 ) $ 8,076 Three Months Ended June 30, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Consolidated Net loss $ (168,546 ) $ — $ (138,909 ) $ (2,390 ) $ 140,556 $ (169,289 ) Other comprehensive loss — — (1 ) (10 ) — (11 ) Comprehensive loss $ (168,546 ) $ — $ (138,910 ) $ (2,400 ) $ 140,556 $ (169,300 ) |
Schedule of Unaudited Condensed Consolidating Statements of Cash Flows | Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Three Months Ended June 30, 2019 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidated OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (22,759 ) $ — 83,695 $ 8,958 $ 69,894 INVESTING ACTIVITIES: Capital expenditures — — (127,378 ) (28,013 ) (155,391 ) Acquisitions, net of cash acquired — — (54,548 ) — (54,548 ) Net settlements of commodity derivatives — — 6,447 — 6,447 Proceeds from sales of assets — — 1,523 150 1,673 Investments in unconsolidated entities — — (889 ) — (889 ) Distributions of capital from unconsolidated entities — — 439 — 439 Repayments on loan for natural gas liquids facility — — 3,022 — 3,022 Net cash used in investing activities — — (171,384 ) (27,863 ) (199,247 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 1,139,000 — 1,139,000 Payments on Revolving Credit Facility — — (1,155,000 ) — (1,155,000 ) Issuance of senior unsecured notes 450,000 — — — 450,000 Payments on other long-term debt — — (163 ) — (163 ) Debt issuance costs (7,865 ) — (8 ) — (7,873 ) Distributions to general and common unit partners and preferred unitholders (62,288 ) — — — (62,288 ) Proceeds from sale of preferred units, net of offering costs 42,638 — — — 42,638 Payments for redemption of preferred units (265,128 ) — — — (265,128 ) Payments for settlement and early extinguishment of liabilities — — (543 ) — (543 ) Investment in NGL Energy Holdings LLC (2,361 ) — — — (2,361 ) Net changes in advances with consolidated entities (124,779 ) — 100,734 24,045 — Net cash provided by financing activities 30,217 — 84,020 24,045 138,282 Net increase (decrease) in cash and cash equivalents 7,458 — (3,669 ) 5,140 8,929 Cash and cash equivalents, beginning of period 12,798 — 3,728 2,046 18,572 Cash and cash equivalents, end of period $ 20,256 $ — $ 59 $ 7,186 $ 27,501 Unaudited Condensed Consolidating Statement of Cash Flows (in Thousands) Three Months Ended June 30, 2018 NGL Energy NGL Energy Guarantor Non-Guarantor Consolidating Adjustments Consolidated OPERATING ACTIVITIES: Net cash used in operating activities-continuing operations $ (50,211 ) $ — $ (22,043 ) $ (747 ) $ (185 ) $ (73,186 ) Net cash provided by operating activities-discontinued operations — — 26,220 5,821 — 32,041 Net cash (used in) provided by operating activities (50,211 ) — 4,177 5,074 (185 ) (41,145 ) INVESTING ACTIVITIES: Capital expenditures — — (70,788 ) (1,922 ) — (72,710 ) Acquisitions, net of cash acquired — — (112,665 ) (3,927 ) — (116,592 ) Net settlements of commodity derivatives — — (60,861 ) — — (60,861 ) Proceeds from sales of assets — — 5,406 — — 5,406 Proceeds from divestitures of businesses and investments, net — — 18,594 — — 18,594 Investments in unconsolidated entities — — (6 ) — — (6 ) Repayments on loan for natural gas liquids facility — — 2,707 — — 2,707 Loan to affiliate — — (1,050 ) — — (1,050 ) Net cash used in investing activities-continuing operations — — (218,663 ) (5,849 ) — (224,512 ) Net cash used in investing activities-discontinued operations — — (19,061 ) (3,947 ) — (23,008 ) Net cash used in investing activities — — (237,724 ) (9,796 ) — (247,520 ) FINANCING ACTIVITIES: Proceeds from borrowings under Revolving Credit Facility — — 962,000 — — 962,000 Payments on Revolving Credit Facility — — (605,500 ) — — (605,500 ) Repurchase of senior secured and senior unsecured notes (5,069 ) — — — — (5,069 ) Payments on other long-term debt — — (163 ) — — (163 ) Debt issuance costs — — (771 ) — — (771 ) Contributions from noncontrolling interest owners, net — — — 169 — 169 Distributions to general and common unit partners and preferred unitholders (53,905 ) — — — — (53,905 ) Repurchase of warrants (14,988 ) — — — — (14,988 ) Payments for settlement and early extinguishment of liabilities — — (1,195 ) — — (1,195 ) Net changes in advances with consolidated entities 112,572 — (122,539 ) 9,782 185 — Net cash provided by financing activities-continuing operations 38,610 — 231,832 9,951 185 280,578 Net cash used in financing activities-discontinued operations — — (295 ) (30 ) — (325 ) Net cash provided by financing activities 38,610 — 231,537 9,921 185 280,253 Net (decrease) increase in cash and cash equivalents (11,601 ) — (2,010 ) 5,199 — (8,412 ) Cash and cash equivalents, beginning of period 16,915 — 3,329 1,850 — 22,094 Cash and cash equivalents, end of period $ 5,314 $ — $ 1,319 $ 7,049 $ — $ 13,682 |
Organization and Operations (De
Organization and Operations (Details) $ in Thousands | Jul. 10, 2018USD ($) | Jun. 30, 2019USD ($)terminal | Jun. 30, 2018USD ($) |
Organization and operations | |||
Proceeds from divestitures of businesses and investments, net | $ 0 | $ 18,594 | |
Ownership interest | 50.00% | ||
Liquids | |||
Organization and operations | |||
Number of owned terminals | terminal | 27 | ||
Retail Propane Segment - East | |||
Organization and operations | |||
Proceeds from divestitures of businesses and investments, net | $ 889,800 |
Significant Accounting Polici_4
Significant Accounting Policies - Income Taxes (Details) - Ranch - Water Solutions Facilities 2019 Acquisitions Acquisition Accounting In Process $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Noncurrent deferred tax liability at balance sheet date | $ 13.4 |
Deferred income tax benefit | $ 1 |
Effective income tax rate | 24.60% |
Significant Accounting Polici_5
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Inventories | ||
Crude oil | $ 65,618 | $ 51,359 |
Natural gas liquids: | ||
Propane | 38,436 | 33,478 |
Butane | 25,099 | 15,294 |
Other | 5,604 | 7,482 |
Refined products: | ||
Gasoline | 173,927 | 189,802 |
Diesel | 148,581 | 103,935 |
Renewables: | ||
Ethanol | 56,513 | 51,542 |
Biodiesel | 5,825 | 10,251 |
Total | $ 519,603 | $ 463,143 |
Significant Accounting Polici_6
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 |
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% | ||
Carrying value | $ 1,585 | $ 1,127 | |
Aircraft Rental Company | Corporate and other | Operating segment | |||
Investments in Unconsolidated Entities | |||
Carrying value | $ 900 | 0 | |
Water Services Company | Water solutions | Operating segment | |||
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% | ||
Carrying value | $ 480 | 920 | |
Natural Gas Liquids Terminal Company | Liquids | Operating segment | |||
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% | ||
Carrying value | $ 205 | $ 207 | |
KAIR2014 LLC | Aircraft Rental Company | Corporate and other | Operating segment | |||
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% |
Significant Accounting Polici_7
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019USD ($)bbl | Jun. 30, 2018USD ($) | Mar. 31, 2019USD ($)bbl | |
Other Assets, Noncurrent [Abstract] | |||
Loan receivable | $ 16,107 | $ 19,474 | |
Line fill | 33,437 | 33,437 | |
Tank bottoms | 44,148 | 44,148 | |
Minimum shipping fees - pipeline commitments, noncurrent | 0 | 23,494 | |
Other | 32,049 | 39,451 | |
Total | 125,741 | $ 160,004 | |
Other Noncurrent Assets | |||
Financing receivable, before allowance for credit loss | 26,400 | ||
Financing receivable, before allowance for credit loss, current | $ 13,000 | ||
Number of barrels of refined product | bbl | 389,737 | 389,737 | |
Crude oil | |||
Other Noncurrent Assets | |||
Number of barrels of product | bbl | 335,069 | 335,069 | |
Propane sales | |||
Other Noncurrent Assets | |||
Number of barrels of product | bbl | 262,000 | 262,000 | |
Customer contracts | Contract No. 1 | |||
Other Noncurrent Assets | |||
Pipeline commitments, period to recover amount | 10 months | ||
Minimum shipping fees - pipeline commitments, current | $ 23,500 | ||
Crude oil logistics | |||
Other Noncurrent Assets | |||
Number of contracts | 2 | ||
Number of contracts with benefit of deficiency credits | 1 | ||
Write-off of pipeline deficiency credits | $ 67,700 |
Significant Accounting Polici_8
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Accounting Policies [Abstract] | ||
Accrued compensation and benefits | $ 18,721 | $ 19,558 |
Excise and other tax liabilities | 40,985 | 40,339 |
Derivative liabilities | 60,402 | 100,372 |
Accrued interest | 26,120 | 24,882 |
Product exchange liabilities | 27,116 | 21,081 |
Gavilon legal matter settlement (Note 9) | 12,500 | 12,500 |
Other | 28,399 | 29,718 |
Total | $ 214,243 | $ 248,450 |
Loss Per Common Unit (Details)
Loss Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Loss Per Common Unit | ||
Income (loss) from continuing operations | $ 8,039 | $ (165,133) |
Less: Continuing operations loss attributable to noncontrolling interests | 268 | 345 |
Net income (loss) from continuing operations attributable to NGL Energy Partners LP | 8,307 | (164,788) |
Less: Distributions to preferred unitholders (1) | (129,460) | (20,157) |
Less: Continuing operations net loss allocated to general partner (2) | 85 | 151 |
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (121,068) | (184,794) |
Loss from discontinued operations, net of tax | 0 | (4,156) |
Net loss attributable to redeemable noncontrolling interest | 0 | 398 |
Less: Discontinued operations loss allocated to general partner (2) | 0 | 4 |
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | 0 | (3,754) |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS | $ (121,068) | $ (188,548) |
BASIC LOSS PER COMMON UNIT | ||
Loss From Continuing Operations | $ (0.96) | $ (1.52) |
Loss From Discontinued Operations, net of Tax | 0 | (0.03) |
Net Loss | (0.96) | (1.55) |
DILUTED LOSS PER COMMON UNIT | ||
Loss From Continuing Operations | (0.96) | (1.52) |
Loss From Discontinued Operations, net of Tax | 0 | (0.03) |
Net Loss | $ (0.96) | $ (1.55) |
Basic weighted average common units outstanding (in units) | 125,886,738 | 121,544,421 |
Diluted weighted average common units outstanding (in units) | 125,886,738 | 121,544,421 |
Common units | ||
BASIC LOSS PER COMMON UNIT | ||
Loss From Continuing Operations | $ (0.96) | $ (1.52) |
Loss From Discontinued Operations, net of Tax | 0 | (0.03) |
Net Loss | (0.96) | (1.55) |
DILUTED LOSS PER COMMON UNIT | ||
Loss From Continuing Operations | (0.96) | (1.52) |
Loss From Discontinued Operations, net of Tax | 0 | (0.03) |
Net Loss | $ (0.96) | $ (1.55) |
Basic weighted average common units outstanding (in units) | 125,886,738 | 121,544,421 |
Diluted weighted average common units outstanding (in units) | 125,886,738 | 121,544,421 |
Acquisitions - Saltwater Water
Acquisitions - Saltwater Water Solutions Facilities (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019USD ($)facility | Jun. 30, 2018USD ($) | Mar. 31, 2019USD ($) | |
Fair Value of Assets Acquired and Liabilities Assumed | |||
Goodwill | $ 1,153,029 | $ 1,145,861 | |
REVENUES | 6,637,891 | $ 5,844,434 | |
Operating income | $ 46,553 | $ (84,554) | |
Water Solutions Facilities 2020 Acquisitions Acquisition Accounting In Process | |||
Business Acquisition | |||
Number of saltwater facilities acquired | facility | 1 | ||
Number of saltwater wells acquired | facility | 3 | ||
Saltwater Facility | Water Solutions Facilities 2020 Acquisitions Acquisition Accounting In Process | |||
Business Acquisition | |||
Total consideration to acquire businesses | $ 53,000 | ||
Saltwater Facility | Water Solutions Facilities 2020 Acquisitions Acquisition Accounting In Process | |||
Fair Value of Assets Acquired and Liabilities Assumed | |||
Property, plant and equipment | 24,324 | ||
Goodwill | 2,413 | ||
Intangible assets | 26,688 | ||
Other noncurrent liabilities | (425) | ||
Fair value of net assets acquired | 53,000 | ||
REVENUES | 1,900 | ||
Operating income | 800 | ||
General and administrative expense | 100 | ||
Saltwater Facility | Water Solutions Facilities 2019 Acquisitions Acquisition Accounting Finalized | |||
Business Acquisition | |||
Purchase accounting adjustment, intangibles | $ 2,300 | ||
Saltwater Facility | |||
Business Acquisition | |||
Number of saltwater wells acquired | facility | 2 | ||
Payments to acquire assets | $ 13,000 |
Acquisitions - Freshwater Water
Acquisitions - Freshwater Water Disposal Facilities (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($)facility | |
Water Solutions Facilities 2019 Acquisitions Acquisition Accounting Finalized | |
Business Acquisition | |
Number of freshwater facilities acquired | 4 |
Number of freshwater wells acquired | 16 |
Freshwater Facility | Water Solutions Facilities 2019 Acquisitions Acquisition Accounting In Process | |
Business Acquisition | |
Amount paid to sellers | $ | $ 2.5 |
Acquisitions - Natural Gas Liqu
Acquisitions - Natural Gas Liquids Terminal Business (Details) - Natural Gas Liquids Terminal Business 2019 Acquisitions Acquisition Accounting In Process $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Business Acquisition | |
Purchase accounting adjustment, inventories | $ (2.7) |
Purchase accounting adjustment, other current assets | 0.3 |
Purchase accounting adjustment, property, plant, and equipment | 0.1 |
Purchase accounting adjustment, current liabilities | 0.9 |
Purchase accounting adjustment, noncurrent liabilities | $ 0.5 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 2,458,386 | $ 2,264,855 | |
Accumulated depreciation | (442,868) | (420,362) | |
Net property, plant and equipment | 2,015,518 | 1,844,493 | |
Depreciation expense | 25,821 | $ 24,729 | |
Capitalized interest expense | 0 | 149 | |
Gain (loss) on sales and write-downs of certain assets | (488) | 424 | |
Crude oil logistics | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | (533) | (2,041) | |
Water solutions | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | 48 | 2,475 | |
Liquids | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | (3) | $ (10) | |
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 280,849 | 280,106 | |
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 | $ 243,762 | 243,799 | |
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 | $ 15,187 | 15,187 | |
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 | $ 122,363 | 124,948 | |
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 | $ 734,713 | 704,666 | |
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 | $ 225,599 | 225,476 | |
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 | $ 103,737 | 103,735 | |
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 | $ 33,518 | 33,082 | |
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 | $ 145,114 | 144,567 | |
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 | $ 70,362 | 63,368 | |
Tank bottoms and line fill | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | 20,267 | 20,071 | |
Other | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 15,035 | 15,018 | |
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 | $ 447,880 | $ 290,832 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at the beginning of the period | $ 1,145,861 |
Revisions to acquisition accounting (Note 4) | 4,755 |
Acquisitions (Note 4) | 2,413 |
Goodwill at the end of the period | 1,153,029 |
Crude oil logistics | |
Goodwill [Roll Forward] | |
Goodwill at the beginning of the period | 579,846 |
Revisions to acquisition accounting (Note 4) | 0 |
Acquisitions (Note 4) | 0 |
Goodwill at the end of the period | 579,846 |
Water solutions | |
Goodwill [Roll Forward] | |
Goodwill at the beginning of the period | 410,139 |
Revisions to acquisition accounting (Note 4) | 4,755 |
Acquisitions (Note 4) | 2,413 |
Goodwill at the end of the period | 417,307 |
Liquids | |
Goodwill [Roll Forward] | |
Goodwill at the beginning of the period | 103,421 |
Revisions to acquisition accounting (Note 4) | 0 |
Acquisitions (Note 4) | 0 |
Goodwill at the end of the period | 103,421 |
Refined products and renewables | |
Goodwill [Roll Forward] | |
Goodwill at the beginning of the period | 52,455 |
Revisions to acquisition accounting (Note 4) | 0 |
Acquisitions (Note 4) | 0 |
Goodwill at the end of the period | $ 52,455 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Amortizable | ||
Finite-lived intangible assets, gross | $ 1,484,216 | $ 1,459,792 |
Accumulated amortization | (555,307) | (524,257) |
Finite-lived intangible assets, net | 928,909 | 935,535 |
INTANGIBLE ASSETS, net of accumulated amortization | 931,709 | 938,335 |
Non-Amortizable | ||
Gross carrying amount of intangible assets | $ 1,487,016 | 1,462,592 |
Weighted-average remaining amortization period for intangible assets | 13 years 7 months 6 days | |
Trade names | ||
Non-Amortizable | ||
Indefinite-lived intangible assets | $ 2,800 | 2,800 |
Customer relationships | ||
Amortizable | ||
Finite-lived intangible assets, gross | 753,432 | 747,432 |
Accumulated amortization | (387,400) | (370,072) |
Finite-lived intangible assets, net | $ 366,032 | 377,360 |
Customer relationships | Minimum | ||
Amortizable | ||
Amortizable life | 3 years | |
Customer relationships | Maximum | ||
Amortizable | ||
Amortizable life | 30 years | |
Customer commitments | ||
Amortizable | ||
Amortizable life | 10 years | |
Finite-lived intangible assets, gross | $ 310,000 | 310,000 |
Accumulated amortization | (82,667) | (74,917) |
Finite-lived intangible assets, net | $ 227,333 | 235,083 |
Pipeline capacity rights | ||
Amortizable | ||
Amortizable life | 30 years | |
Finite-lived intangible assets, gross | $ 161,785 | 161,785 |
Accumulated amortization | (23,786) | (22,438) |
Finite-lived intangible assets, net | 137,999 | 139,347 |
Rights-of-way and easements | ||
Amortizable | ||
Finite-lived intangible assets, gross | 76,925 | 73,409 |
Accumulated amortization | (5,081) | (4,509) |
Finite-lived intangible assets, net | $ 71,844 | 68,900 |
Rights-of-way and easements | Minimum | ||
Amortizable | ||
Amortizable life | 1 year | |
Rights-of-way and easements | Maximum | ||
Amortizable | ||
Amortizable life | 45 years | |
Water rights | ||
Amortizable | ||
Amortizable life | 14 years | |
Finite-lived intangible assets, gross | $ 64,868 | 64,868 |
Accumulated amortization | (4,247) | (3,018) |
Finite-lived intangible assets, net | 60,621 | 61,850 |
Executory contracts and other agreements | ||
Amortizable | ||
Finite-lived intangible assets, gross | 55,030 | 47,230 |
Accumulated amortization | (17,860) | (17,212) |
Finite-lived intangible assets, net | $ 37,170 | 30,018 |
Executory contracts and other agreements | Minimum | ||
Amortizable | ||
Amortizable life | 5 years | |
Executory contracts and other agreements | Maximum | ||
Amortizable | ||
Amortizable life | 30 years | |
Non-compete agreements | ||
Amortizable | ||
Finite-lived intangible assets, gross | $ 19,823 | 12,723 |
Accumulated amortization | (3,469) | (2,570) |
Finite-lived intangible assets, net | $ 16,354 | 10,153 |
Non-compete agreements | Minimum | ||
Amortizable | ||
Amortizable life | 2 years | |
Non-compete agreements | Maximum | ||
Amortizable | ||
Amortizable life | 24 years | |
Debt issuance costs | ||
Amortizable | ||
Amortizable life | 5 years | |
Finite-lived intangible assets, gross | $ 42,353 | 42,345 |
Accumulated amortization | (30,797) | (29,521) |
Finite-lived intangible assets, net | $ 11,556 | $ 12,824 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Amortization related to intangible assets | |||
Amortization expense | $ 31,185 | $ 29,974 | |
Future amortization expense of intangible assets | |||
2020 (nine months) | 93,141 | ||
2021 | 112,212 | ||
2022 | 99,373 | ||
2023 | 91,351 | ||
2024 | 85,211 | ||
Thereafter | 447,621 | ||
Finite-lived intangible assets, net | 928,909 | $ 935,535 | |
Depreciation and amortization | |||
Amortization related to intangible assets | |||
Amortization expense | 28,387 | 27,316 | |
Cost of sales | |||
Amortization related to intangible assets | |||
Amortization expense | 1,371 | 1,465 | |
Interest expense | |||
Amortization related to intangible assets | |||
Amortization expense | 1,276 | 1,193 | |
Operating expenses | |||
Amortization related to intangible assets | |||
Amortization expense | $ 151 | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Apr. 09, 2019 | Mar. 31, 2019 | |
Long-Term Debt | ||||
Face amount | $ 2,606,628 | $ 2,172,789 | ||
Face amount, current portion | 649 | 648 | ||
Face amount, long-term | 2,605,979 | 2,172,141 | ||
LONG-TERM DEBT, debt issuance costs | (19,025) | (12,008) | ||
Debt issuance costs, current, net | 0 | 0 | ||
Debt issuance costs, noncurrent, net | (19,025) | (12,008) | ||
Book value | 2,587,603 | 2,160,781 | ||
Book value, current | 649 | 648 | ||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,586,954 | 2,160,133 | ||
Amortization of debt issuance costs | 800 | $ 1,200 | ||
Expected Future Amortization of Debt Issuance Costs | ||||
2020 (nine months) | 2,618 | |||
2021 | 3,488 | |||
2022 | 3,488 | |||
2023 | 3,488 | |||
2024 | 2,864 | |||
Thereafter | 3,079 | |||
Total | 19,025 | |||
7.50% Senior Notes due 2023 | ||||
Long-Term Debt | ||||
Face amount | 607,323 | 607,323 | ||
LONG-TERM DEBT, debt issuance costs | (6,538) | (6,916) | ||
Book value | 600,785 | 600,407 | ||
6.125% Senior Notes due 2025 | ||||
Long-Term Debt | ||||
Face amount | 389,135 | 389,135 | ||
LONG-TERM DEBT, debt issuance costs | (4,877) | (5,092) | ||
Book value | 384,258 | 384,043 | ||
7.50% Senior Notes due 2026 | ||||
Long-Term Debt | ||||
Fixed interest rate | 7.50% | |||
Face amount | 450,000 | 0 | ||
LONG-TERM DEBT, debt issuance costs | (7,610) | 0 | ||
Book value | 442,390 | 0 | ||
Other long-term debt | ||||
Long-Term Debt | ||||
Face amount | 5,170 | 5,331 | ||
LONG-TERM DEBT, debt issuance costs | 0 | 0 | ||
Book value | 5,170 | 5,331 | ||
Expansion Capital Facility | Revolving Credit Facility | ||||
Long-Term Debt | ||||
Face amount | 260,000 | 275,000 | ||
LONG-TERM DEBT, debt issuance costs | 0 | 0 | ||
Book value | 260,000 | 275,000 | ||
Working Capital Facility | Revolving Credit Facility | ||||
Long-Term Debt | ||||
Face amount | 895,000 | 896,000 | ||
LONG-TERM DEBT, debt issuance costs | 0 | 0 | ||
Book value | $ 895,000 | $ 896,000 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Revolving Credit Facility | |
Long-Term Debt | |
Maximum borrowing capacity | $ 1,765 |
Financial Covenants in Credit Agreement | |
Debt Instrument, actual leverage ratio | 3.47 |
Debt Instrument, actual senior secured leverage ratio | 0.59 |
Debt Instrument, actual interest coverage ratio | 3.18 |
Debt instrument, actual total leverage indebtedness ratio | 5.20 |
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 June 30, 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 June 30, 2019 to October 5, 2021 | 4.50 |
Debt instrument, covenant senior secured leverage ratio June 30, 2019 to October 5, 2021 | 3.25 |
Debt instrument, leverage indebtedness ratio June 30, 2019 to September 30, 2019 | 6.50 |
Debt instrument, covenant total leverage indebtedness ratio September 30, 2019 to December 31, 2019 | 6.25 |
Debt instrument, covenant total leverage indebtedness ratio March 31, 2020 to October 5, 2021 | 6 |
Revolving Credit Facility | LIBOR option | |
Long-Term Debt | |
Reference rate | 2.41% |
Interest rate margin added to variable rate base | 1.75% |
Revolving Credit Facility | Prime rate | |
Long-Term Debt | |
Reference rate | 5.50% |
Interest rate margin added to variable rate base | 0.75% |
Revolving Credit Facility | |
Long-Term Debt | |
Interest rate | 4.27% |
Working Capital Facility | Revolving Credit Facility | |
Long-Term Debt | |
Maximum borrowing capacity | $ 1,250 |
Working Capital Facility | Letter of Credit | |
Long-Term Debt | |
Outstanding letters of credit | 141.8 |
Expansion Capital Facility | Revolving Credit Facility | |
Long-Term Debt | |
Maximum borrowing capacity | $ 515 |
Letter of Credit | Revolving Credit Facility | |
Long-Term Debt | |
Fixed interest rate | 1.75% |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - 7.50% Senior Notes due 2026 $ in Millions | Apr. 09, 2019USD ($) |
Long-Term Debt | |
Face amount | $ 450 |
Fixed interest rate | 7.50% |
Proceeds from 2026 Notes | $ 442.1 |
Purchaser's discount | 6.8 |
Offering costs | $ 1.1 |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Long-Term Debt | ||
Face amount | $ 2,606,628 | $ 2,172,789 |
Equipment loan | ||
Long-Term Debt | ||
Face amount | $ 5,200 | |
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 - Term Credit Ag
Long-Term Debt - Term Credit Agreement (Details) - Subsequent Event - Term Credit Agreement $ in Millions | Jul. 02, 2019USD ($) |
Long-Term Debt | |
Term Credit Agreement, interest rate description | All borrowings under the Term Credit Agreement bear interest, at either (a) an alternate base rate plus (i) during the first three-month period after the Closing Date, margin equal to the applicable margin for alternate base rate loans calculated under our existing revolving credit facility, (ii) 2.00% per annum for the second three-month period after the Closing Date, (iii) 2.25% per annum for the third three-month period after the Closing Date, (iv) 2.50% per annum for the fourth three-month period after the Closing Date, and (v) thereafter, the rate per year such that the alternate base rate equals a rate of interest agreed to between us and the administrative agent, or (b) an adjusted LIBOR rate plus (i) during the first three-month period after the Closing Date, margin equal to the applicable margin for LIBOR rate loans calculated under our existing revolving credit facility, (ii) 3.00% per annum for the second three-month period after the Closing Date, (iii) 3.25% per annum for the third three-month period after the Closing Date, (iv) 3.50% per annum for the fourth three-month period after the Closing Date, and (v) thereafter, such rate per annum such that the adjusted LIBOR rate equals a rate of interest agreed to between us and the administrative agent. |
Term Credit Agreement, current borrowing capacity | $ 250 |
Long-Term Debt - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Maturities | |
2020 (nine months) | $ 486 |
2021 | 4,684 |
2022 | 1,155,000 |
2023 | 0 |
2024 | 607,323 |
Thereafter | 839,135 |
Total | 2,606,628 |
Revolving Credit Facility | |
Maturities | |
2022 | 1,155,000 |
Total | 1,155,000 |
Senior unsecured notes | |
Maturities | |
2024 | 607,323 |
Thereafter | 839,135 |
Total | 1,446,458 |
Other long-term debt | |
Maturities | |
2020 (nine months) | 486 |
2021 | 4,684 |
2022 | 0 |
Total | $ 5,170 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Contingencies (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Loss Contingencies [Line Items] | |
Range of possible loss | $ 4 |
Loss contingency accrual | 2.5 |
Services Rendered | |
Loss Contingencies [Line Items] | |
Damages awarded | 4 |
Fraudulent Misrepresentation | |
Loss Contingencies [Line Items] | |
Damages awarded | $ 29 |
Commitments and Contingencies_2
Commitments and Contingencies - Environmental Matters (Details) $ in Thousands, number in Millions | 12 Months Ended | |
Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | |
Environmental matter | ||
Environmental matters liability | $ 2,400 | |
Litigation settlement, cash portion | $ 25,000 | |
Litigation settlement, renewable identification numbers | 36 | 36 |
Litigation settlement expense | $ 12,500 | |
Estimated litigation liability | $ 12,500 | $ 12,500 |
Commitments and Contingencies_3
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at beginning of period | $ 9,723 |
Liabilities incurred | 294 |
Liabilities assumed in acquisitions | 427 |
Accretion expense | 195 |
Balance at end of period | $ 10,639 |
Commitments and Contingencies_4
Commitments and Contingencies - Other Commitments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Future minimum payments | |
2020 (nine months) | $ 10,031 |
2021 | 10,757 |
2022 | 7,992 |
2023 | 5,603 |
2024 | 4,476 |
Thereafter | 679 |
Total | $ 39,538 |
Commitments and Contingencies_5
Commitments and Contingencies - Pipeline Capacity Agreements (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Pipeline capacity agreements | |
Future minimum throughput payments | |
Future minimum throughput payments | $ 30.1 |
Future minimum throughput payments assumed by third party | $ 22.6 |
Contract No. 1 | Customer contracts | |
Future minimum throughput payments | |
Number of months to continue shipping after maturity date of contract | 6 months |
Commitments and Contingencies_6
Commitments and Contingencies - Construction Commitments (Details) $ in Millions | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Construction payable | $ 11.4 |
Commitments and Contingencies_7
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2019USD ($)bblgal |
Crude oil | |
Purchase commitments for crude oil and natural gas | |
Fixed-price purchase commitments, due in remainder of fiscal year | $ 77,233 |
Fixed-price purchase commitments (in barrels/gallons), due in remainder of fiscal year | bbl | 1,456 |
Total fixed-price purchase commitments | $ 77,233 |
Total fixed-price purchase commitments (in barrels/gallons) | bbl | 1,456 |
Index-price purchase commitments, due remainder of fiscal year | $ 1,315,538 |
Index-price purchase commitments (in barrels/gallons), due in remainder of fiscal year | bbl | 24,124 |
Index-price purchase commitments, due in second year | $ 503,942 |
Index-price purchase commitments (in barrels/gallons), due in second year | bbl | 10,227 |
Index-price purchase commitments, due in third year | $ 397,731 |
Index-price purchase commitments (in barrels), due in third year | bbl | 8,264 |
Index-price purchase commitments, due in fourth year | $ 266,157 |
Index-price purchase commitments (in barrels), due in fourth year | bbl | 5,482 |
Index-price purchase commitments, due in fifth year | $ 200,233 |
Index-price purchase commitments (in barrels), due in fifth year | bbl | 4,110 |
Total index-price purchase commitments | $ 2,683,601 |
Total index-price purchase commitments (in barrels/gallons) | bbl | 52,207 |
Natural gas liquids | |
Purchase commitments for crude oil and natural gas | |
Fixed-price purchase commitments, due in remainder of fiscal year | $ 13,811 |
Fixed-price purchase commitments (in barrels/gallons), due in remainder of fiscal year | gal | 21,714 |
Fixed-price purchase commitments, due in second year | $ 1,341 |
Fixed-price purchase commitments (in gallons), due in second year | gal | 2,100 |
Total fixed-price purchase commitments | $ 15,152 |
Total fixed-price purchase commitments (in barrels/gallons) | gal | 23,814 |
Index-price purchase commitments, due remainder of fiscal year | $ 502,600 |
Index-price purchase commitments (in barrels/gallons), due in remainder of fiscal year | gal | 1,070,293 |
Index-price purchase commitments, due in second year | $ 2,076 |
Index-price purchase commitments (in barrels/gallons), due in second year | gal | 3,914 |
Total index-price purchase commitments | $ 504,676 |
Total index-price purchase commitments (in barrels/gallons) | gal | 1,074,207 |
Commitments and Contingencies_8
Commitments and Contingencies - Sale Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2019USD ($)bblgal | Mar. 31, 2019USD ($) |
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 30,053 | $ 9,978 |
Crude oil | ||
Sale commitments for crude oil and natural gas | ||
Fixed-price sale commitments, due in remainder of fiscal year | $ 84,851 | |
Fixed-price sale commitments (in barrels/gallons), due in remainder of fiscal year | bbl | 1,541 | |
Total fixed-price sale commitments | $ 84,851 | |
Total fixed-price sale commitments (in barrels/gallons) | bbl | 1,541 | |
Index-price sale commitments, due in remainder of fiscal year | $ 1,059,581 | |
Index-price sale commitments (in barrels), due in remainder of fiscal year | bbl | 17,955 | |
Index-price sale commitments, due in second year | $ 0 | |
Index-price sale commitments (in barrels/gallons), due in second year | bbl | 0 | |
Total index-price sale commitments | $ 1,059,581 | |
Total index-price sale commitment (in barrels/gallons) | bbl | 17,955 | |
Natural gas liquids | ||
Sale commitments for crude oil and natural gas | ||
Fixed-price sale commitments, due in remainder of fiscal year | $ 123,655 | |
Fixed-price sale commitments (in barrels/gallons), due in remainder of fiscal year | gal | 154,945 | |
Fixed-price sale commitments, due in second year | $ 4,926 | |
Fixed-price sale commitments (in gallons), due in second year | gal | 6,375 | |
Fixed-price sale commitments, due in third year | $ 116 | |
Fixed-price sale commitments (in gallons), due in third year | gal | 141 | |
Total fixed-price sale commitments | $ 128,697 | |
Total fixed-price sale commitments (in barrels/gallons) | gal | 161,461 | |
Index-price sale commitments, due in remainder of fiscal year | $ 763,429 | |
Index-price sale commitments (in barrels), due in remainder of fiscal year | gal | 1,112,979 | |
Index-price sale commitments, due in second year | $ 14,493 | |
Index-price sale commitments (in barrels/gallons), due in second year | gal | 21,923 | |
Total index-price sale commitments | $ 777,922 | |
Total index-price sale commitment (in barrels/gallons) | gal | 1,134,902 | |
Prepaid expenses and other current assets | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 61,700 | |
Accrued expenses and other payables | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 60,400 |
Equity - Partnership Equity and
Equity - Partnership Equity and General Partner Contributions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Mar. 31, 2019 | |
Equity | ||
General partner interest | 0.10% | 0.10% |
Limited partner interest | 99.90% | 99.90% |
General partner's capital account, notional units issued (in units) | 1,460 | |
Notional units issued | $ 42,638 | |
Common units | ||
Equity | ||
General partner interest | 0.10% | |
Limited partner interest | 99.90% | |
General Partner | ||
Equity | ||
Notional units issued | $ 100 |
Equity - Equity Issuances (Deta
Equity - Equity Issuances (Details) - Common units - USD ($) $ in Millions | Aug. 24, 2016 | Jun. 30, 2019 |
Equity | ||
Aggregate offering price under at the market program | $ 200 | |
Aggregate offering price remaining for sale | $ 134.7 |
Equity - Distributions (Details
Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 14, 2019 | Jul. 23, 2019 | Jul. 15, 2019 | May 15, 2019 | Apr. 24, 2019 | Apr. 15, 2019 |
Distributions | ||||||
Amount Per Unit (in dollars per unit) | $ 0.3900 | |||||
Amount Paid/Payable to Limited Partners | $ 49,127 | |||||
Amount Paid/Payable to General Partner | $ 85 | |||||
Subsequent Event | ||||||
Distributions | ||||||
Amount Per Unit (in dollars per unit) | $ 0.3900 | |||||
Amount Paid/Payable to Limited Partners | $ 49,127 | |||||
Amount Paid/Payable to General Partner | $ 85 | |||||
Class B Perpetual Preferred Units | ||||||
Distributions | ||||||
Dividends, Preferred Stock, Cash | $ 4,725 | |||||
Class B Perpetual Preferred Units | Subsequent Event | ||||||
Distributions | ||||||
Dividends, Preferred Stock, Cash | $ 4,725 |
Equity - Class A Convertible Pr
Equity - Class A Convertible Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | May 11, 2019 | May 10, 2019 | Apr. 05, 2019 | Apr. 21, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 |
Preferred Units | |||||||
Accretion of beneficial conversion feature | $ 36,517 | $ 8,983 | |||||
Class A Convertible Preferred Units | |||||||
Preferred Units | |||||||
Temporary equity, issued (in units) | 19,942,169 | 19,942,169 | |||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | |||||||
Preferred Units | |||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | $ 235,000 | ||||||
Offering costs | $ 5,000 | ||||||
Accretion of beneficial conversion feature | $ 36,500 | $ 9,000 | |||||
Preferred units redeemed | 12,473,191 | 7,468,978 | |||||
Preferred units redemption price per unit excluding unpaid dividends | $ 13.2385 | $ 13.389 | |||||
Preferred unit redemption premium percentage | 110.00% | 111.25% | |||||
Convertible preferred units initial conversion price | $ 12.035 | ||||||
Preferred units accrued but unpaid distributions | $ 0.1437 | $ 0.338 | |||||
Preferred unit, redemption price per unit | $ 13.3822 | $ 13.727 | |||||
Preferred unit, redemption amount | $ 166,900 | $ 102,500 | |||||
Amount paid to preferred unitholders | $ 4,000 | ||||||
Distributions made to preferred unitholders distributions declared per unit | $ 0.3234 | ||||||
Warrant | Oaktree Capital Management L.P. | |||||||
Preferred Units | |||||||
Warrants outstanding (in units) | 4,375,112 | ||||||
Warrants converted to common units (in units) | 1,458,371 | ||||||
Proceeds from warrant exercises | $ 100 |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2019 | Jul. 02, 2019 | Apr. 15, 2019 | Jun. 13, 2017 | Jun. 30, 2019 |
Preferred Units | |||||
Preferred units issued, net of offering costs | $ 42,638 | ||||
Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Preferred units dividend rate | 9.00% | ||||
Preferred unit par or stated value per unit | $ 25 | ||||
Distributions made to preferred unitholders distributions declared per unit | $ 0.5625 | ||||
Amount paid to preferred unitholders | $ 4,725 | ||||
Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Preferred units issued, net of offering costs | $ 202,700 | ||||
Preferred units, underwriting discounts and commissions | 6,600 | ||||
Preferred units, offering costs | $ 700 | ||||
Preferred units, dividend payment terms | The current distribution rate for the Class B Preferred Units is 9.0% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). | ||||
Class B Perpetual Preferred Units | Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Preferred units, issued (in units) | 8,400,000 | ||||
Subsequent Event | Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Distributions made to preferred unitholders distributions declared per unit | $ 0.5625 | ||||
Amount paid to preferred unitholders | $ 4,725 | ||||
Subsequent Event | Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Preferred units issued, net of offering costs | $ 100,000 | ||||
Subsequent Event | Class B Perpetual Preferred Units | Class B Perpetual Preferred Units | |||||
Preferred Units | |||||
Preferred units, issued (in units) | 4,185,642 |
Equity - Class C Preferred Unit
Equity - Class C Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2019 | Apr. 02, 2019 | Jun. 30, 2019 |
Schedule of Capitalization, Equity [Line Items] | |||
Notional units issued | $ 42,638 | ||
Preferred Class C [Domain] | |||
Schedule of Capitalization, Equity [Line Items] | |||
Notional units issued | $ 42,600 | ||
Preferred units, underwriting discounts and commissions | 1,400 | ||
Preferred units, offering costs | $ 900 | ||
Preferred units, dividend payment terms | The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year). | ||
Preferred Class C [Domain] | Preferred Class C [Domain] | |||
Schedule of Capitalization, Equity [Line Items] | |||
Preferred units, issued (in units) | 1,800,000 | ||
Preferred Class C [Domain] | |||
Schedule of Capitalization, Equity [Line Items] | |||
Preferred units dividend rate | 9.625% | ||
Preferred unit par or stated value per unit | $ 25 | ||
Subsequent Event | Preferred Class C [Domain] | |||
Schedule of Capitalization, Equity [Line Items] | |||
Amount paid to preferred unitholders | $ 1,100 | ||
Distributions made to preferred unitholders distributions declared per unit | $ 0.5949 |
Equity - Class D Preferred Unit
Equity - Class D Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2019 | Jun. 30, 2019 |
Subsequent Event | ||
Preferred units issued, net of offering costs | $ 42,638 | |
Subsequent Event | Preferred Class D [Domain] | ||
Subsequent Event | ||
Preferred units authorized amount | $ 400,000 | |
Warrants outstanding (in units) | 17,000,000 | |
Preferred units issued, net of offering costs | $ 385,000 | |
Closing fee payable to affiliates of the purchaser | $ 8,000 | |
Preferred units, dividend payment terms | The holders of the Class D Preferred Units will be entitled to receive a cumulative, quarterly distribution in arrears on each Class D Preferred Unit then held at an annual rate of (i) 9.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on the Closing Date and ending on the date and including the last day of the eleventh full quarter following the Closing Date, (ii) 10.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on and including the first day of the twelfth full quarter following the Closing Date and ending on the last day of the nineteenth full quarter following the Closing Date, and (iii) thereafter, 10.00% per annum or, at the purchasers’ election from time to time, a floating rate equal to the applicable three-month LIBOR, plus 7.00% per annum. | |
Preferred units, redemption terms | At any time after the Closing Date, the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable redemption price based on an applicable internal rate of return, as more fully described in the Amended and Restated Partnership Agreement. At any time on or after the eighth anniversary of the Closing Date, each Class D Preferred Unitholder will have the right to require the Partnership to redeem on a date not prior to the 180th day after such anniversary all or a portion of the Class D Preferred Units then held by such preferred unitholder for the then-applicable redemption price, which may be paid in cash or, at the Partnership’s election, a combination of cash and a number of Common Units not to exceed one-half of the aggregate then-applicable redemption price, as more fully described in the Amended and Restated Partnership Agreement. Upon a Class D Change of Control (as defined in the Amended and Restated Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to applicable redemption price. The Class D Preferred Units generally will not have any voting rights, except with respect to certain matters which require the vote of the Class D Preferred Units. The Class D Preferred Units generally do not have any voting rights, except that the Class D Preferred Units shall be entitled to vote as a separate class on any matter on which unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the Class D Preferred Units in relation to other classes of Partnership Interests (as defined in the Amended and Restated Partnership Agreement) or as required by law. The consent of a majority of the then-outstanding Class D Preferred Units, with one vote per Class D Preferred Unit, shall be required to approve any matter for which the preferred unitholders are entitled to vote as a separate class or the consent of the representative of the Class D Preferred Unitholders, as applicable. | |
Preferred units, change of control terms | Upon a change of control, all unvested warrants shall immediately vest and be exercisable in full. A change of control occurs when (a) the current general partner owners cease to own, directly or indirectly, at least 50% of the outstanding voting securities of the general partner, (b) the general partner withdraws or is removed by the limited partners, (c) the common units are no longer listed on a national exchange, or (d) the general partners and/or its affiliates become beneficial owner, directly or indirectly, of 80% or more of the outstanding common units or any transaction or event that occurs due to default on our credit agreement. | |
Registration rights agreement terms | In connection with the issuance of the Class D Preferred Units, we entered into a registrations rights agreements (“Registration Rights Agreement”) with the purchasers of the Class D Preferred Units (“Purchasers”), pursuant to which we are required to prepare and file a registration statement (the “Registration Statement”) within 180 days of the Closing Date, to permit the public resale of (i) the Class D Preferred Units, (ii) the common units issued or issuable upon the exercise of the warrants, (iii) the common units that are issuable pursuant to the terms of the Class D Preferred Units in connection with a redemption of the Class D Preferred Units and (iv) any common units issued in lieu of cash as liquidated damages under the Registration Rights Agreement. The Partnership is also required to use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 360 days after the Closing Date. The Registration Rights Agreement provides that if the Registration Statement is not declared effective on or prior to the Registration Statement Deadline, the Partnership will be liable to the Purchasers for liquidated damages in accordance with a formula, subject to the limitations set forth in the Registration Rights Agreement. Such liquidated damages would be payable in cash, or if payment in cash would breach any covenant or a cause a default under a credit facility or any other debt instrument filed by the Partnership as an exhibit to a periodic report filed with the SEC, then such liquidated damages would be payable in the form of newly issued common units. In addition, the Registration Rights Agreement grants the Purchasers piggyback registration rights. These registration rights are transferable to affiliates of the Purchasers and, in certain circumstances, to third parties. | |
Board rights agreement | In connection with the issuance of the Class D Preferred Units, we entered into a board rights agreement pursuant to which affiliates of the Purchasers will have the right to designate up to one director on the board of directors of our general partner, so long as the Purchasers and their respective affiliates, in the aggregate, own either at least (i) (A) 50% of the number of Preferred Units issued on the Closing Date or (B) 50% of the aggregate liquidation preference of any class or series of Class D Parity Securities (as defined in the Amended and Restated Partnership Agreement), or (ii) Warrants and/or common units that, in the aggregate, comprise 10% or more of the then-outstanding Common Units. | |
Subsequent Event | Par Warrants | Preferred Class D [Domain] | ||
Subsequent Event | ||
Warrants outstanding (in units) | 7,000,000 | |
Class of warrant or right, exercise price | $ 14.54 | |
Subsequent Event | Premium Warrants | Preferred Class D [Domain] | ||
Subsequent Event | ||
Warrants outstanding (in units) | 10,000,000 | |
Class of warrant or right, exercise price | $ 17.45 |
Equity - Equity-Based Incentive
Equity - Equity-Based Incentive Compensation - Award Activity (Details) | 3 Months Ended |
Jun. 30, 2019USD ($)shares | |
Restricted units | |
Equity-Based Incentive Compensation | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,400,000 |
Distributions on restricted units during the vesting period | $ | $ 0 |
Service awards | |
Award activity | |
Unvested restricted units at the beginning of the period (in units) | 2,308,400 |
Units granted (in units) | 17,500 |
Units forfeited (in units) | (8,550) |
Unvested restricted units at the end of the period (in units) | 2,317,350 |
Equity - Equity-Based Incenti_2
Equity - Equity-Based Incentive Compensation - Service Awards Vesting Schedule (Details) - Service awards | 3 Months Ended |
Jun. 30, 2019shares | |
Equity-Based Incentive Compensation | |
Unvested restricted units at the beginning of the period (in units) | 2,308,400 |
2020 (nine months) | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | 1,009,175 |
2021 | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | 872,925 |
2022 | |
Equity-Based Incentive Compensation | |
Units vested and issued (in units) | 435,250 |
Equity - Equity-Based Incenti_3
Equity - Equity-Based Incentive Compensation - Service Awards Expense (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Service awards | ||
Equity-Based Incentive Compensation | ||
Expense recorded | $ 2,800 | $ 2,800 |
Estimated future equity-based compensation expense | ||
2020 (nine months) | 5,454 | |
2021 | 4,216 | |
2022 | 1,375 | |
Total | $ 11,045 | |
Restricted units | ||
Equity-Based Incentive Compensation | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3.4 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 30,053 | $ 9,978 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 61,700 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 60,400 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 132,654 | 136,294 |
Netting of counterparty contracts, assets | (26,326) | (7,501) |
Net cash collateral held | (15,782) | (18,271) |
Commodity derivatives | 90,546 | 110,522 |
Liabilities: | ||
Derivative liabilities | (86,686) | (107,837) |
Netting of counterparty contracts, liabilities | 26,326 | 7,501 |
Net cash collateral held | (133) | (208) |
Commodity derivatives | (60,493) | (100,544) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 30,053 | 9,978 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 90,522 | 110,521 |
Commodity contracts | Other noncurrent assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 24 | 1 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (60,402) | (100,372) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (91) | (172) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 69,517 | 49,509 |
Liabilities: | ||
Derivative liabilities | (26,139) | (7,273) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 63,137 | 86,785 |
Liabilities: | ||
Derivative liabilities | $ (60,547) | $ (100,564) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Jun. 30, 2019USD ($)bbl | Mar. 31, 2019USD ($)bbl |
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 45,968 | $ 28,457 |
Net cash collateral held | (15,915) | (18,479) |
Net commodity derivative asset | 30,053 | 9,978 |
Crude oil fixed-price | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 2,580 | $ 1,014 |
Crude oil fixed-price | Short | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (2,200) | (1,961) |
Propane fixed-price | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ (2,430) | $ 608 |
Propane fixed-price | Long | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | 947 | 198 |
Refined products fixed-price | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 45,692 | $ 22,079 |
Refined products fixed-price | Short | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (4,623) | (2,296) |
Other | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 126 | $ 4,756 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Gains (Losses) From Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||
Net adjustments to fair value of commodity derivatives | $ 26,500 | $ (52,685) |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - Revolving Credit Facility $ in Billions | Jun. 30, 2019USD ($) |
Interest Rate Risk | |
Outstanding debt | $ 1.2 |
Interest rate | 4.27% |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Jun. 30, 2019USD ($) |
7.50% Senior Notes due 2023 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Fair value of fixed-rate notes | $ 634,243 |
6.125% Senior Notes due 2025 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Fair value of fixed-rate notes | 386,460 |
7.50% Senior Notes due 2026 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Fair value of fixed-rate notes | $ 469,125 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Segment information | |||
REVENUES | $ 6,637,891 | $ 5,844,434 | |
Depreciation and amortization, including amortization of debt issuance costs | 57,855 | 55,939 | |
Operating Income (Loss) | 46,553 | (84,554) | |
Additions to property, plant and equipment and intangible assets | 224,997 | 140,127 | |
Long-lived assets, net | 4,618,291 | $ 3,928,689 | |
Total assets | 6,394,905 | 5,902,493 | |
Operating segment | Crude oil logistics | |||
Segment information | |||
REVENUES | 716,160 | 783,830 | |
Depreciation and amortization, including amortization of debt issuance costs | 17,585 | 19,309 | |
Operating Income (Loss) | 33,802 | (99,738) | |
Additions to property, plant and equipment and intangible assets | 14,805 | 8,382 | |
Long-lived assets, net | 1,610,899 | 1,584,636 | |
Total assets | 2,177,945 | 2,237,612 | |
Operating segment | Crude oil logistics | Crude oil sales | |||
Segment information | |||
REVENUES | 682,069 | 756,511 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||
Segment information | |||
REVENUES | 39,997 | 28,546 | |
Operating segment | Crude oil logistics | Non-Topic 606 revenues | |||
Segment information | |||
REVENUES | 3,621 | 3,298 | |
Operating segment | Water solutions | |||
Segment information | |||
REVENUES | 71,783 | 76,145 | |
Depreciation and amortization, including amortization of debt issuance costs | 28,223 | 25,309 | |
Operating Income (Loss) | 13,689 | 969 | |
Additions to property, plant and equipment and intangible assets | 203,900 | 130,422 | |
Long-lived assets, net | 1,791,345 | 1,600,836 | |
Total assets | 1,862,624 | 1,668,292 | |
Operating segment | Water solutions | Non-Topic 606 revenues | |||
Segment information | |||
REVENUES | 0 | 12 | |
Operating segment | Water solutions | Service fees | |||
Segment information | |||
REVENUES | 51,140 | 54,004 | |
Operating segment | Water solutions | Recovered hydrocarbons | |||
Segment information | |||
REVENUES | 14,335 | 20,378 | |
Operating segment | Water solutions | Freshwater revenues | |||
Segment information | |||
REVENUES | 2,096 | 500 | |
Operating segment | Water solutions | Other revenues | |||
Segment information | |||
REVENUES | 4,212 | 1,251 | |
Operating segment | Liquids | |||
Segment information | |||
REVENUES | 347,647 | 459,897 | |
Depreciation and amortization, including amortization of debt issuance costs | 7,251 | 6,505 | |
Operating Income (Loss) | 8,484 | 2,623 | |
Additions to property, plant and equipment and intangible assets | 5,549 | 992 | |
Long-lived assets, net | 631,416 | 498,767 | |
Total assets | 837,184 | 721,008 | |
Operating segment | Liquids | Non-Topic 606 revenues | |||
Segment information | |||
REVENUES | 3,845 | 4,397 | |
Operating segment | Liquids | Other revenues | |||
Segment information | |||
REVENUES | 8,787 | 5,671 | |
Operating segment | Liquids | Propane sales | |||
Segment information | |||
REVENUES | 139,374 | 186,489 | |
Operating segment | Liquids | Butane sales | |||
Segment information | |||
REVENUES | 82,225 | 113,200 | |
Operating segment | Liquids | Other product sales | |||
Segment information | |||
REVENUES | 114,605 | 151,805 | |
Operating segment | Refined products and renewables | |||
Segment information | |||
REVENUES | 5,502,046 | 4,524,407 | |
Depreciation and amortization, including amortization of debt issuance costs | 1,928 | 1,669 | |
Operating Income (Loss) | 5,920 | 29,022 | |
Additions to property, plant and equipment and intangible assets | 4 | 0 | |
Long-lived assets, net | 554,915 | 217,881 | |
Total assets | 1,435,978 | 1,198,562 | |
Operating segment | Refined products and renewables | Non-Topic 606 revenues | |||
Segment information | |||
REVENUES | 4,089,377 | 3,091,445 | |
Operating segment | Refined products and renewables | Service fees | |||
Segment information | |||
REVENUES | 511 | 4,750 | |
Operating segment | Refined products and renewables | Refined products sales | |||
Segment information | |||
REVENUES | 1,412,158 | 1,428,212 | |
Operating segment | Corporate and other | |||
Segment information | |||
REVENUES | 255 | 155 | |
Operating segment | Corporate and other | Non-Topic 606 revenues | |||
Segment information | |||
REVENUES | 255 | 376 | |
Corporate and other | |||
Segment information | |||
Depreciation and amortization, including amortization of debt issuance costs | 2,868 | 3,147 | |
Operating Income (Loss) | (15,342) | (17,430) | |
Additions to property, plant and equipment and intangible assets | 739 | 331 | |
Long-lived assets, net | 29,716 | 26,569 | |
Total assets | 81,174 | 77,019 | |
Elimination of intersegment sales | Crude oil logistics | |||
Segment information | |||
REVENUES | (9,527) | (4,525) | |
Elimination of intersegment sales | Liquids | |||
Segment information | |||
REVENUES | (1,189) | (1,665) | |
Elimination of intersegment sales | Corporate and other | |||
Segment information | |||
REVENUES | 0 | $ (221) | |
Non-US | Liquids | |||
Segment information | |||
Long-lived assets, net | 29,000 | 500 | |
Total assets | $ 41,800 | $ 12,000 |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 11,507 | $ 12,867 | |
Accounts payable-affiliates | 23,071 | 28,469 | |
Ownership interest | 50.00% | ||
Investment in general partner | (2,361) | $ 0 | |
WPX Energy | |||
Transactions with Affiliates | |||
Sales to related party | 8,436 | 0 | |
Purchases from related party | 80,771 | 0 | |
Accounts receivable-affiliates | 4,043 | 5,185 | |
Accounts payable-affiliates | 22,785 | 27,844 | |
SemGroup | |||
Transactions with Affiliates | |||
Sales to related party | 241 | 120 | |
Purchases from related party | 0 | 1,020 | |
Accounts receivable-affiliates | 41 | 71 | |
Entities affiliated with management | |||
Transactions with Affiliates | |||
Sales to related party | 1,021 | 5,280 | |
Purchases from related party | 1,156 | $ 76,534 | |
Accounts receivable-affiliates | 68 | 334 | |
Accounts payable-affiliates | 267 | 625 | |
NGL Energy Holdings LLC | |||
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 7,355 | 7,277 | |
Ownership interest in general partner | 1.89% | ||
Equity method investee | |||
Transactions with Affiliates | |||
Accounts payable-affiliates | $ 19 | $ 0 | |
Operating segment | Aircraft Rental Company | Corporate and other | KAIR2014 LLC | |||
Transactions with Affiliates | |||
Ownership interest | 50.00% | ||
Equity method investment, original cost | $ 900 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Revenue Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Net adjustments to fair value of commodity derivatives | $ 26,500 | $ (52,685) |
Refined products and renewables | ||
Net adjustments to fair value of commodity derivatives | $ 28,400 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months |
Revenue expected to be recognized as of June 30, 2019 | $ 144,623 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized as of June 30, 2019 | $ 128,778 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized as of June 30, 2019 | $ 120,091 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized as of June 30, 2019 | $ 113,915 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized as of June 30, 2019 | $ 99,443 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue expected to be recognized as of June 30, 2019 | $ 242,127 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Revenue expected to be recognized as of June 30, 2019 | $ 848,977 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Contract with Customer, Asset and Liability [Abstract] | ||
Accounts receivable from contracts with customers | $ 533,216 | $ 740,878 |
Contract liabilities balance | 28,313 | $ 8,921 |
Payment received and deferred | 24,810 | |
Payment recognized in revenue | $ (5,418) |
Leases - Lessee Impact of Adopt
Leases - Lessee Impact of Adoption (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Apr. 01, 2019 | Mar. 31, 2019 |
Leases [Abstract] | |||
Operating lease right-of-use asset | $ 518,035 | $ 551,200 | $ 0 |
Operating lease obligation | $ 516,104 | $ 549,000 |
Leases - Lessee Balance Sheet a
Leases - Lessee Balance Sheet and Income Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Apr. 01, 2019 | Mar. 31, 2019 | |
Lessee Description | ||||
Operating lease right-of-use asset | $ 518,035 | $ 551,200 | $ 0 | |
Operating lease obligation-current | 77,021 | 0 | ||
Operating lease obligation-noncurrent | $ 439,083 | $ 0 | ||
Weighted-average remaining lease term | 14 years 11 months 12 days | |||
Weighted-average discount rate | 6.55% | |||
Lease Cost | ||||
Operating lease cost | $ 29,398 | |||
Variable lease cost | 1,808 | |||
Short-term lease cost | 126 | |||
Total lease cost | $ 31,332 | |||
Rental expense | $ 27,900 | |||
Minimum | ||||
Lessee Description | ||||
Lessee, operating lease renewal term | 1 year | |||
Maximum | ||||
Lessee Description | ||||
Lessee, operating lease renewal term | 30 years |
Leases - Lessee Maturities of O
Leases - Lessee Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Apr. 01, 2019 |
Leases [Abstract] | ||
2020 (nine months) | $ 82,061 | |
2021 | 91,400 | |
2022 | 70,650 | |
2023 | 50,556 | |
2024 | 39,252 | |
Thereafter | 500,059 | |
Total lease payments | 833,978 | |
Less imputed interest | (317,874) | |
Total operating lease liabilities | $ 516,104 | $ 549,000 |
Leases - Lessee Future Minimum
Leases - Lessee Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 127,718 |
2021 | 105,697 |
2022 | 83,595 |
2023 | 54,599 |
2024 | 18,841 |
Thereafter | 41,845 |
Total | $ 432,295 |
Leases - Lessee Supplemental Ca
Leases - Lessee Supplemental Cash Flow and Non-Cash Information (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 29,108 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 552,527 |
Leases - Lessor Income Statemen
Leases - Lessor Income Statement Information (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Lessor Description | |
Operating lease revenues | $ 5.4 |
Sublease revenue | $ 1.4 |
Minimum | |
Lessor Description | |
Lessor, operating lease renewal term | 1 year |
Maximum | |
Lessor Description | |
Lessor, operating lease renewal term | 5 years |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Lease Payments Receivable (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2020 (nine months) | $ 14,975 |
2021 | 13,444 |
2022 | 5,471 |
2023 | 1,550 |
2024 | 1,325 |
Thereafter | 1,574 |
Total | $ 38,339 |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Thousands, gal in Millions | 3 Months Ended | |
Jun. 30, 2019USD ($)gal | Jun. 30, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
(Gain) loss on disposal or impairment of assets, net | $ (11) | |
Net loss attributable to redeemable noncontrolling interest | $ 0 | (398) |
Amount received from DCC and Superior for propane sales | 1,400 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenues | 66,673 | |
Cost of sales | 34,496 | |
Operating expenses | 24,502 | |
General and administrative expense | 2,396 | |
Depreciation and amortization | 8,706 | |
(Gain) loss on disposal or impairment of assets, net | (11) | |
Operating loss from discontinued operations | (3,416) | |
Loss in earnings of unconsolidated entities | (115) | |
Interest expense | (125) | |
Other expense, net | (500) | |
Loss from discontinued operations, net of tax (1) | $ 0 | $ (4,156) |
Propane sales | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale commitments (in gallons) | gal | 43.2 | |
Sale commitments | $ 29,700 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 02, 2019USD ($)shares | Jun. 13, 2017USD ($) | Jun. 30, 2019USD ($) |
Subsequent Event | |||
Preferred units issued, net of offering costs | $ 42,638,000 | ||
Subsequent Event | |||
Subsequent Event | |||
Number of saltwater wells acquired | 35 | ||
Total consideration to acquire businesses | $ 892,500,000 | ||
Total consideration paid in cash | 592,500,000 | ||
Total consideration to be paid in installments | $ 200,000,000 | ||
Number of installment payments | 2 | ||
Term Credit Agreement | Subsequent Event | |||
Subsequent Event | |||
Term Credit Agreement, current borrowing capacity | $ 250,000,000 | ||
Preferred Class D [Domain] | Subsequent Event | |||
Subsequent Event | |||
Preferred units issued, net of offering costs | 385,000,000 | ||
Preferred units authorized amount | $ 400,000,000 | ||
Warrants outstanding (in units) | shares | 17,000,000 | ||
Closing fee payable to affiliates of the purchaser | $ 8,000,000 | ||
Class B Perpetual Preferred Units | |||
Subsequent Event | |||
Preferred units issued, net of offering costs | $ 202,700,000 | ||
Class B Perpetual Preferred Units | Subsequent Event | |||
Subsequent Event | |||
Preferred units issued, net of offering costs | $ 100,000,000 |
Subsequent Events - Sale of Tra
Subsequent Events - Sale of TransMontaigne Product Services, LLC (Details) $ in Thousands | Aug. 08, 2019USD ($)terminal | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Apr. 01, 2019USD ($) | Mar. 31, 2019USD ($) |
Subsequent Event | |||||
Proceeds from divestitures of businesses and investments, net | $ 0 | $ 18,594 | |||
Accounts receivable-trade, net of allowance for doubtful accounts | 911,982 | $ 1,162,919 | |||
Inventories | 519,603 | 463,143 | |||
Prepaid expenses and other current assets | 178,695 | 155,172 | |||
Total current assets | 1,649,288 | 1,812,673 | |||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 2,015,518 | 1,844,493 | |||
Goodwill | 1,153,029 | 1,145,861 | |||
INTANGIBLE ASSETS, net of accumulated amortization | 931,709 | 938,335 | |||
Operating lease right-of-use asset | 518,035 | $ 551,200 | 0 | ||
Other noncurrent assets | 125,741 | 160,004 | |||
Total assets | 6,394,905 | 5,902,493 | |||
Accounts payable-trade | 814,141 | 964,665 | |||
Accrued expenses and other payables | 214,243 | 248,450 | |||
Advance payments received from customers | 28,313 | 8,921 | |||
Operating lease obligation-current | 77,021 | 0 | |||
Total current liabilities | 1,157,438 | 1,251,153 | |||
Operating lease obligation-noncurrent | 439,083 | 0 | |||
TransMontaigne Product Services, LLC | |||||
Subsequent Event | |||||
Accounts receivable-trade, net of allowance for doubtful accounts | 121,543 | 164,716 | |||
Inventories | 212,111 | 210,373 | |||
Prepaid expenses and other current assets | 15,704 | 12,361 | |||
Total current assets | 349,358 | 387,450 | |||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 15,185 | 15,553 | |||
Goodwill | 32,712 | 32,712 | |||
INTANGIBLE ASSETS, net of accumulated amortization | 136,074 | 137,446 | |||
Operating lease right-of-use asset | 308,117 | 0 | |||
Other noncurrent assets | 46,871 | 46,147 | |||
Total assets | 888,317 | 619,308 | |||
Accounts payable-trade | 77,352 | 85,602 | |||
Accrued expenses and other payables | 51,041 | 56,719 | |||
Advance payments received from customers | 460 | 460 | |||
Operating lease obligation-current | 7,526 | 0 | |||
Total current liabilities | 136,379 | 142,781 | |||
Operating lease obligation-noncurrent | 300,591 | 0 | |||
Total liabilities | $ 436,970 | $ 142,781 | |||
TransMontaigne Product Services, LLC | Subsequent Event | |||||
Subsequent Event | |||||
Proceeds from divestitures of businesses and investments, net | $ 300,000 | ||||
Number of terminals to be utilized | terminal | 18 | ||||
Number of owned terminals | terminal | 2 |
Unaudited Condensed Consolida_8
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Apr. 01, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 |
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 27,501 | $ 18,572 | $ 13,682 | $ 22,094 | |
Accounts receivable-trade, net of allowance for doubtful accounts | 911,982 | 1,162,919 | |||
Accounts receivable-affiliates | 11,507 | 12,867 | |||
Inventories | 519,603 | 463,143 | |||
Prepaid expenses and other current assets | 178,695 | 155,172 | |||
Total current assets | 1,649,288 | 1,812,673 | |||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 2,015,518 | 1,844,493 | |||
GOODWILL | 1,153,029 | 1,145,861 | |||
INTANGIBLE ASSETS, net of accumulated amortization | 931,709 | 938,335 | |||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 1,585 | 1,127 | |||
OPERATING LEASE RIGHT-OF-USE ASSETS | 518,035 | $ 551,200 | 0 | ||
OTHER NONCURRENT ASSETS | 125,741 | 160,004 | |||
Total assets | 6,394,905 | 5,902,493 | |||
CURRENT LIABILITIES: | |||||
Accounts payable-trade | 814,141 | 964,665 | |||
Accounts payable-affiliates | 23,071 | 28,469 | |||
Accrued expenses and other payables | 214,243 | 248,450 | |||
Advance payments received from customers | 28,313 | 8,921 | |||
Current maturities of long-term debt | 649 | 648 | |||
Operating lease obligations | 77,021 | 0 | |||
Total current liabilities | 1,157,438 | 1,251,153 | |||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 2,586,954 | 2,160,133 | |||
OPERATING LEASE OBLIGATIONS | 439,083 | 0 | |||
OTHER NONCURRENT LIABILITIES | 61,165 | 63,575 | |||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 0 | 149,814 | |||
EQUITY: | |||||
Partners’ equity | 2,092,003 | 2,219,325 | |||
Accumulated other comprehensive income (loss) | (218) | (255) | |||
Noncontrolling interests | 58,480 | 58,748 | |||
Total equity | 2,150,265 | 2,277,818 | 1,971,428 | 2,086,095 | |
Total liabilities and equity | 6,394,905 | 5,902,493 | |||
Reportable Entity | NGL Energy Partners LP (Parent) | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 20,256 | 12,798 | 5,314 | 16,915 | |
Total current assets | 20,256 | 12,798 | |||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | 988,222 | 862,186 | |||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 2,539,474 | 2,503,848 | |||
Total assets | 3,547,952 | 3,378,832 | |||
CURRENT LIABILITIES: | |||||
Accounts payable-affiliates | 1 | 1 | |||
Accrued expenses and other payables | 28,733 | 25,497 | |||
Current maturities of long-term debt | 0 | 0 | |||
Total current liabilities | 28,734 | 25,498 | |||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 1,427,433 | 984,450 | |||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS | 149,814 | ||||
EQUITY: | |||||
Partners’ equity | 2,091,785 | 2,219,070 | |||
Total equity | 2,091,785 | 2,219,070 | |||
Total liabilities and equity | 3,547,952 | 3,378,832 | |||
Reportable Entity | Guarantor Subsidiaries | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 59 | 3,728 | 1,319 | 3,329 | |
Accounts receivable-trade, net of allowance for doubtful accounts | 905,218 | 1,160,908 | |||
Accounts receivable-affiliates | 11,503 | 12,867 | |||
Inventories | 518,550 | 462,109 | |||
Prepaid expenses and other current assets | 177,386 | 154,697 | |||
Total current assets | 1,612,716 | 1,794,309 | |||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 1,774,413 | 1,635,637 | |||
GOODWILL | 1,147,854 | 1,140,686 | |||
INTANGIBLE ASSETS, net of accumulated amortization | 857,711 | 862,988 | |||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 1,585 | 1,127 | |||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (888,074) | (808,610) | |||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 155,793 | 170,690 | |||
OPERATING LEASE RIGHT-OF-USE ASSETS | 514,512 | ||||
OTHER NONCURRENT ASSETS | 125,556 | 160,004 | |||
Total assets | 5,302,066 | 4,956,831 | |||
CURRENT LIABILITIES: | |||||
Accounts payable-trade | 804,043 | 957,724 | |||
Accounts payable-affiliates | 23,070 | 28,468 | |||
Accrued expenses and other payables | 183,575 | 221,456 | |||
Advance payments received from customers | 20,602 | 8,010 | |||
Current maturities of long-term debt | 649 | 648 | |||
Operating lease obligations | 76,759 | ||||
Total current liabilities | 1,108,698 | 1,216,306 | |||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 1,159,521 | 1,175,683 | |||
OPERATING LEASE OBLIGATIONS | 435,943 | ||||
OTHER NONCURRENT LIABILITIES | 58,430 | 60,994 | |||
EQUITY: | |||||
Partners’ equity | 2,539,474 | 2,503,848 | |||
Accumulated other comprehensive income (loss) | 0 | 0 | |||
Total equity | 2,539,474 | 2,503,848 | |||
Total liabilities and equity | 5,302,066 | 4,956,831 | |||
Reportable Entity | Non-Guarantor Subsidiaries | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 7,186 | 2,046 | $ 7,049 | $ 1,850 | |
Accounts receivable-trade, net of allowance for doubtful accounts | 6,764 | 2,011 | |||
Accounts receivable-affiliates | 4 | ||||
Inventories | 1,053 | 1,034 | |||
Prepaid expenses and other current assets | 1,309 | 475 | |||
Total current assets | 16,316 | 5,566 | |||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 241,105 | 208,856 | |||
GOODWILL | 5,175 | 5,175 | |||
INTANGIBLE ASSETS, net of accumulated amortization | 73,998 | 75,347 | |||
NET INTERCOMPANY RECEIVABLES (PAYABLES) | (100,148) | (53,576) | |||
OPERATING LEASE RIGHT-OF-USE ASSETS | 3,523 | ||||
OTHER NONCURRENT ASSETS | 185 | ||||
Total assets | 240,154 | 241,368 | |||
CURRENT LIABILITIES: | |||||
Accounts payable-trade | 10,098 | 6,941 | |||
Accrued expenses and other payables | 1,935 | 1,497 | |||
Advance payments received from customers | 7,711 | 911 | |||
Operating lease obligations | 262 | ||||
Total current liabilities | 20,006 | 9,349 | |||
OPERATING LEASE OBLIGATIONS | 3,140 | ||||
OTHER NONCURRENT LIABILITIES | 2,735 | 2,581 | |||
EQUITY: | |||||
Partners’ equity | 214,491 | 229,693 | |||
Accumulated other comprehensive income (loss) | (218) | (255) | |||
Total equity | 214,273 | 229,438 | |||
Total liabilities and equity | 240,154 | 241,368 | |||
Consolidating Adjustments | |||||
CURRENT ASSETS: | |||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (2,695,267) | (2,674,538) | |||
Total assets | (2,695,267) | (2,674,538) | |||
EQUITY: | |||||
Partners’ equity | (2,753,747) | (2,733,286) | |||
Noncontrolling interests | 58,480 | 58,748 | |||
Total equity | (2,695,267) | (2,674,538) | |||
Total liabilities and equity | $ (2,695,267) | $ (2,674,538) |
Unaudited Condensed Consolida_9
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Unaudited Condensed Consolidating Statement of Operations | ||
REVENUES | $ 6,637,891 | $ 5,844,434 |
COST OF SALES | 6,453,467 | 5,696,156 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 64,267 | 56,262 |
General and administrative | 20,363 | 22,390 |
Depreciation and amortization | 54,208 | 52,045 |
(Gain) loss on disposal or impairment of assets, net | (967) | 101,335 |
Revaluation of liabilities | 0 | 800 |
Operating Income (Loss) | 46,553 | (84,554) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 8 | 219 |
Interest expense | (39,908) | (46,268) |
(Loss) gain on early extinguishment of liabilities, net | 0 | (137) |
Other income (expense), net | 1,075 | (33,742) |
Income (Loss) From Continuing Operations Before Income Taxes | 7,728 | (164,482) |
INCOME TAX EXPENSE | 311 | (651) |
Income (Loss) From Continuing Operations | 8,039 | (165,133) |
Loss From Discontinued Operations, net of Tax | 0 | (4,156) |
Net Income (Loss) | 8,039 | (169,289) |
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 268 | 345 |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | 0 | 398 |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 8,307 | (168,546) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OTHER INCOME (EXPENSE): | ||
Interest expense | (25,789) | (29,500) |
(Loss) gain on early extinguishment of liabilities, net | (137) | |
Income (Loss) From Continuing Operations Before Income Taxes | (25,789) | (29,637) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 34,096 | (138,909) |
Income (Loss) From Continuing Operations | (168,546) | |
Loss From Discontinued Operations, net of Tax | 0 | |
Net Income (Loss) | 8,307 | (168,546) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 8,307 | (168,546) |
Reportable Entity | Guarantor Subsidiaries | ||
Unaudited Condensed Consolidating Statement of Operations | ||
REVENUES | 6,624,362 | 5,840,539 |
COST OF SALES | 6,454,701 | 5,696,990 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 59,932 | 54,172 |
General and administrative | 20,153 | 22,048 |
Depreciation and amortization | 51,318 | 49,131 |
(Gain) loss on disposal or impairment of assets, net | (967) | 101,335 |
Operating Income (Loss) | 39,225 | (83,137) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 8 | 219 |
Interest expense | (14,119) | (16,767) |
(Loss) gain on early extinguishment of liabilities, net | 0 | |
Other income (expense), net | 1,078 | (33,546) |
Income (Loss) From Continuing Operations Before Income Taxes | 26,192 | (133,231) |
INCOME TAX EXPENSE | 311 | (651) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | 7,593 | (1,647) |
Income (Loss) From Continuing Operations | (135,529) | |
Loss From Discontinued Operations, net of Tax | (3,380) | |
Net Income (Loss) | 34,096 | (138,909) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 34,096 | (138,909) |
Reportable Entity | Non-Guarantor Subsidiaries | ||
Unaudited Condensed Consolidating Statement of Operations | ||
REVENUES | 15,005 | 4,693 |
COST OF SALES | (8) | (36) |
OPERATING COSTS AND EXPENSES: | ||
Operating | 4,585 | 2,090 |
General and administrative | 210 | 342 |
Depreciation and amortization | 2,890 | 2,914 |
(Gain) loss on disposal or impairment of assets, net | 0 | 0 |
Revaluation of liabilities | 800 | |
Operating Income (Loss) | 7,328 | (1,417) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (11) | (12) |
Other income (expense), net | 8 | 0 |
Income (Loss) From Continuing Operations Before Income Taxes | 7,325 | (1,429) |
INCOME TAX EXPENSE | 0 | 0 |
Income (Loss) From Continuing Operations | (1,429) | |
Loss From Discontinued Operations, net of Tax | (961) | |
Net Income (Loss) | 7,325 | (2,390) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 7,325 | (2,390) |
Consolidating Adjustments | ||
Unaudited Condensed Consolidating Statement of Operations | ||
REVENUES | (1,476) | (798) |
COST OF SALES | (1,226) | (798) |
OPERATING COSTS AND EXPENSES: | ||
Operating | (250) | |
OTHER INCOME (EXPENSE): | ||
Interest expense | 11 | 11 |
Other income (expense), net | (11) | (196) |
Income (Loss) From Continuing Operations Before Income Taxes | 0 | (185) |
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES | (41,689) | 140,556 |
Income (Loss) From Continuing Operations | 140,371 | |
Loss From Discontinued Operations, net of Tax | 185 | |
Net Income (Loss) | (41,689) | 140,556 |
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 268 | 345 |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | 398 | |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | $ (41,421) | $ 141,299 |
Unaudited Condensed Consolid_10
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | $ 8,039,000 | $ (169,289,000) |
Other comprehensive income (loss) | 37,000 | (11,000) |
Comprehensive income (loss) | 8,076,000 | (169,300,000) |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | 8,307,000 | (168,546,000) |
Comprehensive income (loss) | 8,307,000 | (168,546,000) |
Reportable Entity | Guarantor Subsidiaries | ||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | 34,096,000 | (138,909,000) |
Other comprehensive income (loss) | 17,000 | (1,000) |
Comprehensive income (loss) | 34,113,000 | (138,910,000) |
Reportable Entity | Non-Guarantor Subsidiaries | ||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | 7,325,000 | (2,390,000) |
Other comprehensive income (loss) | 20,000 | (10,000) |
Comprehensive income (loss) | 7,345,000 | (2,400,000) |
Consolidating Adjustments | ||
Unaudited Condensed Consolidating Statement of Comprehensive Income (Loss) | ||
Net income (loss) | (41,689,000) | 140,556,000 |
Comprehensive income (loss) | $ (41,689,000) | $ 140,556,000 |
Unaudited Condensed Consolid_11
Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information - Unaudited Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net cash used in operating activities-continuing operations | $ 69,894 | $ (73,186) |
Net cash provided by operating activities-discontinued operations | 0 | 32,041 |
Net cash provided by (used in) operating activities | 69,894 | (41,145) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (155,391) | (72,710) |
Acquisitions, net of cash acquired | (54,548) | (116,592) |
Net settlements of commodity derivatives | 6,447 | (60,861) |
Proceeds from sales of assets | 1,673 | 5,406 |
Proceeds from divestitures of businesses and investments, net | 0 | 18,594 |
Investments in unconsolidated entities | (889) | (6) |
Distributions of capital from unconsolidated entities | 439 | 0 |
Repayments on loan for natural gas liquids facility | 3,022 | 2,707 |
Loan to affiliate | 0 | (1,050) |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (199,247) | (224,512) |
Net cash used in investing activities-discontinued operations | 0 | (23,008) |
Net cash used in investing activities | (199,247) | (247,520) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under Revolving Credit Facility | 1,139,000 | 962,000 |
Payments on Revolving Credit Facility | (1,155,000) | (605,500) |
Issuance of senior unsecured notes | 450,000 | 0 |
Repayment and repurchase of senior unsecured notes | 0 | (5,069) |
Payments on other long-term debt | (163) | (163) |
Debt issuance costs | (7,873) | (771) |
Contributions from noncontrolling interest owners, net | 0 | 169 |
Distributions to general and common unit partners and preferred unitholders | (62,288) | (53,905) |
Proceeds from sale of preferred units, net of offering costs | 42,638 | 0 |
Payments for redemption of preferred units | (265,128) | 0 |
Repurchase of warrants | 0 | (14,988) |
Payments for settlement and early extinguishment of liabilities | (543) | (1,195) |
Investment in NGL Energy Holdings LLC | (2,361) | 0 |
Net cash provided by financing activities-continuing operations | 138,282 | 280,578 |
Net cash used in financing activities-discontinued operations | 0 | (325) |
Net cash provided by financing activities | 138,282 | 280,253 |
Net increase (decrease) in cash and cash equivalents | 8,929 | (8,412) |
Cash and cash equivalents, beginning of period | 18,572 | 22,094 |
Cash and cash equivalents, end of period | 27,501 | 13,682 |
Reportable Entity | NGL Energy Partners LP (Parent) | ||
OPERATING ACTIVITIES: | ||
Net cash used in operating activities-continuing operations | (50,211) | |
Net cash provided by (used in) operating activities | (22,759) | (50,211) |
FINANCING ACTIVITIES: | ||
Issuance of senior unsecured notes | 450,000 | |
Repayment and repurchase of senior unsecured notes | (5,069) | |
Debt issuance costs | (7,865) | 0 |
Distributions to general and common unit partners and preferred unitholders | (62,288) | (53,905) |
Proceeds from sale of preferred units, net of offering costs | 42,638 | |
Payments for redemption of preferred units | (265,128) | |
Repurchase of warrants | (14,988) | |
Investment in NGL Energy Holdings LLC | (2,361) | |
Net changes in advances with consolidated entities | (124,779) | 112,572 |
Net cash provided by financing activities-continuing operations | 38,610 | |
Net cash provided by financing activities | 30,217 | 38,610 |
Net increase (decrease) in cash and cash equivalents | 7,458 | (11,601) |
Cash and cash equivalents, beginning of period | 12,798 | 16,915 |
Cash and cash equivalents, end of period | 20,256 | 5,314 |
Reportable Entity | Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash used in operating activities-continuing operations | (22,043) | |
Net cash provided by operating activities-discontinued operations | 26,220 | |
Net cash provided by (used in) operating activities | 83,695 | 4,177 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (127,378) | (70,788) |
Acquisitions, net of cash acquired | (54,548) | (112,665) |
Net settlements of commodity derivatives | 6,447 | (60,861) |
Proceeds from sales of assets | 1,523 | 5,406 |
Proceeds from divestitures of businesses and investments, net | 18,594 | |
Investments in unconsolidated entities | (889) | (6) |
Distributions of capital from unconsolidated entities | 439 | |
Repayments on loan for natural gas liquids facility | 3,022 | 2,707 |
Loan to affiliate | (1,050) | |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (218,663) | |
Net cash used in investing activities-discontinued operations | (19,061) | |
Net cash used in investing activities | (171,384) | (237,724) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under Revolving Credit Facility | 1,139,000 | 962,000 |
Payments on Revolving Credit Facility | (1,155,000) | (605,500) |
Payments on other long-term debt | (163) | (163) |
Debt issuance costs | (8) | (771) |
Payments for settlement and early extinguishment of liabilities | (543) | (1,195) |
Net changes in advances with consolidated entities | 100,734 | (122,539) |
Net cash provided by financing activities-continuing operations | 231,832 | |
Net cash used in financing activities-discontinued operations | (295) | |
Net cash provided by financing activities | 84,020 | 231,537 |
Net increase (decrease) in cash and cash equivalents | (3,669) | (2,010) |
Cash and cash equivalents, beginning of period | 3,728 | 3,329 |
Cash and cash equivalents, end of period | 59 | 1,319 |
Reportable Entity | Non-Guarantor Subsidiaries | ||
OPERATING ACTIVITIES: | ||
Net cash used in operating activities-continuing operations | (747) | |
Net cash provided by operating activities-discontinued operations | 5,821 | |
Net cash provided by (used in) operating activities | 8,958 | 5,074 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (28,013) | (1,922) |
Acquisitions, net of cash acquired | 0 | (3,927) |
Proceeds from sales of assets | 150 | 0 |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (5,849) | |
Net cash used in investing activities-discontinued operations | (3,947) | |
Net cash used in investing activities | (27,863) | (9,796) |
FINANCING ACTIVITIES: | ||
Payments on other long-term debt | 0 | 0 |
Contributions from noncontrolling interest owners, net | 169 | |
Net changes in advances with consolidated entities | 24,045 | 9,782 |
Net cash provided by financing activities-continuing operations | 9,951 | |
Net cash used in financing activities-discontinued operations | (30) | |
Net cash provided by financing activities | 24,045 | 9,921 |
Net increase (decrease) in cash and cash equivalents | 5,140 | 5,199 |
Cash and cash equivalents, beginning of period | 2,046 | 1,850 |
Cash and cash equivalents, end of period | $ 7,186 | 7,049 |
Consolidating Adjustments | ||
OPERATING ACTIVITIES: | ||
Net cash used in operating activities-continuing operations | (185) | |
Net cash provided by operating activities-discontinued operations | 0 | |
Net cash provided by (used in) operating activities | (185) | |
FINANCING ACTIVITIES: | ||
Net changes in advances with consolidated entities | 185 | |
Net cash provided by financing activities-continuing operations | 185 | |
Net cash provided by financing activities | $ 185 |