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 |