Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | May 28, 2021 | Sep. 30, 2020 | |
Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2021 | ||
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, SuiteĀ 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Share Price | $ 3.96 | ||
Entity Public Float | $ 344,600,000 | ||
Entity Common Stock, Shares Outstanding | 129,593,939 | ||
Entity Central Index Key | 0001504461 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
NEW YORK STOCK EXCHANGE, INC. | Common units | |||
Entity Information | |||
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 | |||
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 | |||
Title of 12(b) Security | Fixed-to-floating rate cumulative redeemable perpetual preferred units | ||
Trading Symbol | NGL-PC | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,829 | $ 22,704 |
Accounts receivable-trade, net of allowance for expected credit losses of $2,192 and $4,540, respectively | 725,943 | 566,834 |
Accounts receivable-affiliates | 9,435 | 12,934 |
Inventories | 158,467 | 69,634 |
Prepaid expenses and other current assets | 109,164 | 101,981 |
Total current assets | 1,007,838 | 774,087 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $776,279 and $529,068, respectively | 2,706,853 | 2,851,555 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | (776,279) | (529,068) |
GOODWILL | 744,439 | 993,587 |
INTANGIBLE ASSETS, net of accumulated amortization of $517,518 and $631,449, respectively | 1,262,613 | 1,612,480 |
INTANGIBLE ASSETS, accumulated amortization | (517,518) | (631,449) |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 22,719 | 23,182 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 152,146 | 180,708 |
OTHER NONCURRENT ASSETS | 50,733 | 63,137 |
Total assets | 5,947,341 | 6,498,736 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 679,868 | 515,049 |
Accounts payable-affiliates | 119 | 17,717 |
Accrued expenses and other payables | 170,400 | 232,062 |
Advance payments received from customers | 11,163 | 19,536 |
Current maturities of long-term debt | 2,183 | 4,683 |
Operating lease obligations | 47,070 | 56,776 |
Total current liabilities | 910,803 | 845,823 |
LONG-TERM DEBT, net of debt issuance costs of $55,555 and $19,795, respectively, and current maturities | 3,319,030 | 3,144,848 |
Debt issuance costs, noncurrent, net | (55,555) | (19,795) |
OPERATING LEASE OBLIGATIONS | 103,637 | 121,013 |
OTHER NONCURRENT LIABILITIES | 114,615 | 114,079 |
COMMITMENTS AND CONTINGENCIES (NOTE 9) | ||
EQUITY: | ||
General partner, representing a 0.1% interest, 129,724 and 128,901 notional units, respectively | (52,189) | (51,390) |
Limited partners, representing a 99.9% interest, 129,593,939 and 128,771,715 common units issued and outstanding, respectively | 582,784 | 1,366,152 |
Accumulated other comprehensive loss | (266) | (385) |
Noncontrolling interests | 69,471 | 72,954 |
Total equity | 948,159 | 1,735,690 |
Total liabilities and equity | $ 5,947,341 | $ 6,498,736 |
General Partner | ||
EQUITY: | ||
General partner interest | 0.10% | |
General partner, notional units outstanding (in units) | 129,724 | 128,901 |
Limited Partner | ||
EQUITY: | ||
Limited partner interest | 99.90% | |
Limited partners, common units issued and outstanding (in units) | 129,593,939 | 128,771,715 |
Class D Preferred Units | ||
CURRENT LIABILITIES: | ||
PREFERRED UNITS | $ 551,097 | $ 537,283 |
Preferred units dividend rate | 9.00% | |
Temporary equity, issued and outstanding (in units) | 600,000 | 600,000 |
Class B Perpetual Preferred Units | ||
EQUITY: | ||
Preferred limited partners | $ 305,468 | $ 305,468 |
Preferred units, issued and outstanding (in units) | 12,585,642 | 12,585,642 |
Class C Perpetual Preferred Units | ||
EQUITY: | ||
Preferred limited partners | $ 42,891 | $ 42,891 |
Preferred units, issued and outstanding (in units) | 1,800,000 | 1,800,000 |
Trade Accounts Receivable | ||
CURRENT ASSETS: | ||
Accounts receivable - trade, allowance for expected credit loss | $ 2,192 | $ 4,540 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUES: | |||
Water Solutions | $ 370,986 | $ 422,059 | $ 301,686 |
Crude Oil Logistics | 1,721,636 | 2,549,767 | 3,136,635 |
Liquids Logistics | 3,133,146 | 4,611,136 | 5,249,474 |
Other | 1,255 | 1,038 | 1,362 |
Total Revenues | 5,227,023 | 7,584,000 | 8,689,157 |
COST OF SALES: | |||
Water Solutions | 9,622 | (33,870) | (10,787) |
Crude Oil Logistics | 1,515,993 | 2,293,953 | 2,902,656 |
Liquids Logistics | 2,966,391 | 4,342,526 | 5,089,263 |
Other | 1,816 | 1,774 | 1,929 |
Total Cost of Sales | 4,493,822 | 6,604,383 | 7,983,061 |
OPERATING COSTS AND EXPENSES: | |||
Operating | 254,562 | 332,993 | 231,065 |
General and administrative | 70,468 | 113,664 | 107,407 |
Depreciation and amortization | 317,227 | 265,312 | 211,973 |
Loss on disposal or impairment of assets, net | 475,436 | 261,786 | 34,296 |
Revaluation of liabilities | 6,261 | 9,194 | (5,373) |
Operating (Loss) Income | (390,753) | (3,332) | 126,728 |
OTHER INCOME (EXPENSE): | |||
Equity in earnings of unconsolidated entities | 1,938 | 1,291 | 2,533 |
Interest expense | (198,799) | (181,184) | (164,725) |
(Loss) gain on early extinguishment of liabilities, net | (16,692) | 1,341 | (12,340) |
Other (expense) income, net | (36,503) | 1,684 | (30,418) |
Loss From Continuing Operations Before Income Taxes | (640,809) | (180,200) | (78,222) |
INCOME TAX BENEFIT (EXPENSE) | 3,391 | (345) | (1,233) |
Loss From Continuing Operations | (637,418) | (180,545) | (79,455) |
(Loss) Income From Discontinued Operations, net of Tax | (1,769) | (218,235) | 418,850 |
Net (Loss) Income | (639,187) | (398,780) | 339,395 |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (632) | 1,773 | 20,206 |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | 0 | 0 | 446 |
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | (639,819) | (397,007) | 360,047 |
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (730,683) | (367,246) | (171,153) |
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (1,767) | (218,017) | 418,877 |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (732,450) | $ (585,263) | $ 247,724 |
BASIC (LOSS) INCOME PER COMMON UNIT | |||
Loss From Continuing Operations | $ (5.67) | $ (2.88) | $ (1.39) |
(Loss) Income From Discontinued Operations, net of Tax | (0.01) | (1.71) | 3.41 |
Net (Loss) Income | (5.68) | (4.59) | 2.01 |
DILUTED (LOSS) INCOME PER COMMON UNIT | |||
Loss From Continuing Operations | (5.67) | (2.88) | (1.39) |
(Loss) Income From Discontinued Operations, net of Tax | (0.01) | (1.71) | 3.41 |
Net (Loss) Income | $ (5.68) | $ (4.59) | $ 2.01 |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 128,980,823 | 127,411,908 | 123,017,064 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 128,980,823 | 127,411,908 | 123,017,064 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (639,187) | $ (398,780) | $ 339,395 |
Other comprehensive income (loss) | 119 | (130) | (9) |
Comprehensive (loss) income | $ (639,068) | $ (398,910) | $ 339,386 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Oaktree Capital Management L.P.Class A Convertible Preferred Units | Accumulated other comprehensive income (loss) | Noncontrolling interests | Preferred Class B and Class C Preferred Units | Preferred Class B and Class C Preferred UnitsPreferred Class B and Class C Preferred Units | General Partner | Class B Perpetual Preferred Units | Class B Perpetual Preferred UnitsClass B Perpetual Preferred Units | Limited Partner | Limited PartnerCommon units | Class C Perpetual Preferred Units | Class C Perpetual Preferred UnitsClass C Perpetual Preferred Units |
Beginning Balance (in units) at Mar. 31, 2018 | 8,400,000 | 121,472,725 | |||||||||||
Beginning Balance at Mar. 31, 2018 | $ 2,086,095 | $ (1,815) | $ 83,503 | $ (50,819) | $ 202,731 | $ 1,852,495 | |||||||
Increase (Decrease) in Partnership Capital | |||||||||||||
Distributions to general and common unit partners and preferred unitholders (Note 10) | (236,633) | (330) | (236,303) | ||||||||||
Contributions | 169 | 169 | |||||||||||
Sawtooth joint venture (Note 18) | (854) | (791) | (63) | ||||||||||
Purchase of noncontrolling interest | (3,960) | (3,927) | (33) | ||||||||||
Redeemable noncontrolling interest valuation adjustment | (3,349) | (3,349) | |||||||||||
Repurchase of warrants | (14,988) | (14,988) | |||||||||||
Investment in NGL Energy Holdings LLC | 0 | ||||||||||||
Equity issued pursuant to incentive compensation plan (in units) | 2,833,968 | ||||||||||||
Equity issued pursuant to incentive compensation plan (Note 10) | 39,734 | 22 | 39,712 | ||||||||||
Common unit repurchases and cancellations (in units) | (26,993) | ||||||||||||
Common unit repurchases and cancellations (Note 10) | (297) | (297) | |||||||||||
Warrants exercised (in units) | 228,797 | ||||||||||||
Warrants exercised (Note 10) | 2 | 2 | |||||||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10) | (67,239) | $ (67,200) | (67,239) | ||||||||||
Net (loss) income | 339,841 | (20,206) | 387 | 359,660 | |||||||||
Other comprehensive income (loss) | (9) | (9) | |||||||||||
Ending Balance (in units) at Mar. 31, 2019 | 8,400,000 | 124,508,497 | |||||||||||
Ending Balance at Mar. 31, 2019 | 2,277,818 | (255) | 58,748 | (50,603) | 202,731 | 2,067,197 | |||||||
Beginning Balance (in units) at Mar. 31, 2018 | 8,400,000 | 121,472,725 | |||||||||||
Beginning Balance at Mar. 31, 2018 | 2,086,095 | (1,815) | 83,503 | (50,819) | 202,731 | 1,852,495 | |||||||
Increase (Decrease) in Partnership Capital | |||||||||||||
Units issued, net of offering costs (Note 10) | 100 | ||||||||||||
Ending Balance (in units) at Mar. 31, 2021 | 14,385,642 | 129,593,939 | |||||||||||
Ending Balance at Mar. 31, 2021 | 948,159 | (266) | 69,471 | $ 348,359 | (52,189) | 582,784 | |||||||
Increase (Decrease) in Partnership Capital | |||||||||||||
Cumulative effect of new accounting principle in period of adoption | ASC 606 | 139,306 | 139 | 139,167 | ||||||||||
Cumulative effect of new accounting principle in period of adoption | Accounting Standards Update 2016-01 | 0 | 1,569 | (2) | (1,567) | |||||||||
Beginning Balance (in units) at Mar. 31, 2019 | 8,400,000 | 124,508,497 | |||||||||||
Beginning Balance at Mar. 31, 2019 | 2,277,818 | (255) | 58,748 | (50,603) | 202,731 | 2,067,197 | |||||||
Increase (Decrease) in Partnership Capital | |||||||||||||
Distributions to general and common unit partners and preferred unitholders (Note 10) | (258,362) | (342) | (258,020) | ||||||||||
Distributions to noncontrolling interest owners | (1,145) | (1,145) | |||||||||||
Repurchase of warrants | 0 | ||||||||||||
Mesquite Disposals Unlimited, LLC ("Mesquite") acquisition | 17,124 | 17,124 | |||||||||||
Investment in NGL Energy Holdings LLC | (15,226) | (15,226) | |||||||||||
Equity issued pursuant to incentive compensation plan (in units) | 2,938,481 | ||||||||||||
Equity issued pursuant to incentive compensation plan (Note 10) | 32,964 | 33 | 32,931 | ||||||||||
Common unit repurchases and cancellations (in units) | (133,634) | ||||||||||||
Common unit repurchases and cancellations (Note 10) | (1,644) | (1,644) | |||||||||||
Warrants exercised (in units) | 1,458,371 | ||||||||||||
Warrants exercised (Note 10) | 15 | 15 | |||||||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10) | (36,517) | $ (36,500) | (36,517) | ||||||||||
Class A convertible preferred units redemption - amount paid in excess of carrying value (Note 10) | (78,797) | (78,797) | |||||||||||
Units issued, net of offering costs (in units) | 4,185,642 | 1,800,000 | |||||||||||
Units issued, net of offering costs (Note 10) | $ 102,737 | $ 42,891 | |||||||||||
Issuance of warrants, net of offering costs (Note 10) | 52,742 | 52,742 | |||||||||||
Net (loss) income | (398,780) | (1,773) | (478) | (396,529) | |||||||||
Other comprehensive income (loss) | (130) | (130) | |||||||||||
Ending Balance (in units) at Mar. 31, 2020 | 14,385,642 | 128,771,715 | |||||||||||
Ending Balance at Mar. 31, 2020 | 1,735,690 | (385) | 72,954 | 348,359 | (51,390) | 1,366,152 | |||||||
Increase (Decrease) in Partnership Capital | |||||||||||||
Distributions to general and common unit partners and preferred unitholders (Note 10) | (147,780) | (65) | (147,715) | ||||||||||
Distributions to noncontrolling interest owners | (4,115) | (4,115) | |||||||||||
Repurchase of warrants | 0 | ||||||||||||
Investment in NGL Energy Holdings LLC | 0 | ||||||||||||
Equity issued pursuant to incentive compensation plan (in units) | 892,450 | ||||||||||||
Equity issued pursuant to incentive compensation plan (Note 10) | 4,727 | 0 | 4,727 | ||||||||||
Common unit repurchases and cancellations (in units) | (70,226) | ||||||||||||
Common unit repurchases and cancellations (Note 10) | (182) | (182) | |||||||||||
Net (loss) income | (639,187) | 632 | (733) | (639,086) | |||||||||
Other comprehensive income (loss) | 119 | 119 | |||||||||||
Ending Balance (in units) at Mar. 31, 2021 | 14,385,642 | 129,593,939 | |||||||||||
Ending Balance at Mar. 31, 2021 | 948,159 | $ (266) | $ 69,471 | $ 348,359 | (52,189) | 582,784 | |||||||
Increase (Decrease) in Partnership Capital | |||||||||||||
Cumulative effect of new accounting principle in period of adoption | $ (1,113) | ||||||||||||
Cumulative effect of new accounting principle in period of adoption | Accounting Standards Update 2016-13 | $ (1) | $ (1,112) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
OPERATING ACTIVITIES: | |||
Net (loss) income | $ (639,187) | $ (398,780) | $ 339,395 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Loss (income) from discontinued operations, net of tax | 1,769 | 218,235 | (418,850) |
Depreciation and amortization, including amortization of debt issuance costs | 331,200 | 276,848 | 221,674 |
Loss on early extinguishment or revaluation of liabilities, net | 22,953 | 7,853 | 6,967 |
Non-cash equity-based compensation expense | 6,727 | 26,510 | 41,367 |
Loss on disposal or impairment of assets, net | 475,436 | 261,786 | 34,296 |
Provision for expected credit losses | 5,988 | 1,002 | 381 |
Net adjustments to fair value of commodity derivatives | 83,578 | (85,941) | (10,817) |
Equity in earnings of unconsolidated entities | (1,938) | (1,291) | (2,533) |
Distributions of earnings from unconsolidated entities | 3,364 | 0 | 2,206 |
Lower of cost or net realizable value adjustments | 3,898 | 33,973 | 14,305 |
Other | 1,513 | 2,541 | (485) |
Changes in operating assets and liabilities, exclusive of acquisitions: | |||
Accounts receivable-trade and affiliates | (162,031) | 436,349 | (185,717) |
Inventories | (92,731) | 29,779 | (10,093) |
Other current and noncurrent assets | 92,555 | 14,081 | 43,996 |
Accounts payable-trade and affiliates | 207,505 | (375,257) | 87,739 |
Other current and noncurrent liabilities | (34,836) | (65,262) | (12,308) |
Net cash provided by operating activities-continuing operations | 305,763 | 382,426 | 151,523 |
Net cash (used in) provided by operating activities-discontinued operations | (1,769) | 81,629 | 185,727 |
Net cash provided by operating activities | 303,994 | 464,055 | 337,250 |
INVESTING ACTIVITIES: | |||
Capital expenditures | (186,801) | (555,713) | (455,586) |
Acquisitions, net of cash acquired | 901 | (1,268,474) | (300,614) |
Net settlements of commodity derivatives | (80,372) | 86,702 | (10,173) |
Proceeds from sales of assets | 45,742 | 17,621 | 16,177 |
Proceeds from divestitures of businesses and investments, net | 0 | 0 | 335,809 |
Investments in unconsolidated entities | (963) | (21,218) | (389) |
Distributions of capital from unconsolidated entities | 0 | 440 | 1,440 |
Repayments on loan for natural gas liquids facility | 0 | 3,022 | 10,336 |
Loan to affiliate | 0 | 0 | (1,515) |
Net cash used in investing activities-continuing operations | (221,493) | (1,737,620) | (404,515) |
Net cash provided by investing activities-discontinued operations | 0 | 298,864 | 857,988 |
Net cash (used in) provided by investing activities | (221,493) | (1,438,756) | 453,473 |
FINANCING ACTIVITIES: | |||
Proceeds from borrowings under revolving credit facilities | 1,261,000 | 4,074,000 | 4,098,500 |
Payments on revolving credit facilities | (2,727,000) | (3,775,000) | (3,897,000) |
Issuance of senior secured and unsecured notes and term credit agreement | 2,300,000 | 700,000 | 0 |
Repayment of term credit agreements | (555,562) | 0 | 0 |
Repayment and repurchase of senior unsecured notes | (115,796) | (454) | (737,058) |
Proceeds from borrowings on other long-term debt | 50,000 | 0 | 0 |
Payments on other long-term debt | (5,590) | (653) | (653) |
Debt issuance costs | (65,566) | (14,950) | (1,383) |
Contributions from noncontrolling interest owners, net | 0 | 0 | 169 |
Distributions to general and common unit partners and preferred unitholders | (142,128) | (244,400) | (236,633) |
Distributions to noncontrolling interest owners | (4,115) | (1,145) | 0 |
Proceeds from sale of preferred units, net of offering costs | 0 | 622,391 | 0 |
Payments for redemption of preferred units | 0 | (265,128) | 0 |
Repurchase of warrants | 0 | 0 | (14,988) |
Common unit repurchases and cancellations | (182) | (1,644) | (297) |
Payments for settlement and early extinguishment of liabilities | (95,437) | (98,958) | (4,577) |
Investment in NGL Energy Holdings LLC | 0 | (15,226) | 0 |
Net cash (used in) provided by financing activities-continuing operations | (100,376) | 978,833 | (793,920) |
Net cash used in financing activities-discontinued operations | 0 | 0 | (325) |
Net cash (used in) provided by financing activities | (100,376) | 978,833 | (794,245) |
Net (decrease) increase in cash and cash equivalents | (17,875) | 4,132 | (3,522) |
Cash and cash equivalents, beginning of period | 22,704 | 18,572 | 22,094 |
Cash and cash equivalents, end of period | 4,829 | 22,704 | 18,572 |
Supplemental cash flow information: | |||
Cash interest paid | 168,642 | 155,445 | 170,632 |
Income taxes paid (net of income tax refunds) | 2,586 | 4,931 | 2,423 |
Supplemental non-cash investing and financing activities: | |||
Distributions declared but not paid to Class B, Class C and Class D preferred unitholders | 13,814 | 18,687 | 4,725 |
Accrued capital expenditures | $ 21,824 | $ 88,917 | $ 19,121 |
Nature of Operations and Organi
Nature of Operations and Organization | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Organization | Nature of Operations and Organization NGL Energy Partners LP (āwe,ā āus,ā āour,ā or the āPartnershipā) is a Delaware limited partnership formed in September 2010. NGL Energy Holdings LLC serves as our general partner. At March 31, 2021, our operations included three segments: ā¢ Our Water Solutions segment transports, treats, recycles and disposes of produced and flowback water generated from oil and natural gas production. We also sell produced water for reuse and brackish non-potable water to our producer customers to be used in their crude oil exploration and production activities. As part of processing water, we aggregate and sell recovered crude oil, also known as skim oil. We also dispose of solids such as tank bottoms, drilling fluids and drilling muds and perform other ancillary services such as truck and frac tank washouts. Our activities in this segment are underpinned by long-term, fixed fee contracts and acreage dedications, some of which contain minimum volume commitments, with leading oil and gas companies including large, investment grade producer customers. ā¢ 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 and transportation services through its owned assets. Our activities in this segment are supported by certain long-term, fixed rate contracts which include minimum volume commitments on our pipelines. ā¢ Our Liquids Logistics segment (formerly named Liquids and Refined Products) conducts supply operations for natural gas liquids, refined petroleum products and biodiesel to a broad range of commercial, retail and industrial customers across the United States and Canada. These operations are conducted through our 28 company-owned terminals, third-party storage and terminal facilities, common carrier pipelines and a fleet of leased railcars. We also provide marine exports of butane through our facility located in Chesapeake, Virginia. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (āGAAPā). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. Critical estimates we make in the preparation of our consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in 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 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: ā¢ Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date. ā¢ 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. ā¢ Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability. Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our consolidated balance sheets except for certain 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 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 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. Cost of Sales We include all costs we incur to acquire products, including the costs of purchasing, terminaling, and transporting inventory, prior to delivery to our customers, in cost of sales. Cost of sales excludes depreciation of our property, plant and equipment. Depreciation and Amortization Depreciation and amortization in our consolidated statements of operations includes all depreciation of our property, plant and equipment and amortization of intangible assets other than debt issuance costs, for which the amortization is recorded to interest expense and certain contract-based intangible assets, for which the amortization is recorded to either cost of sales or operating expense. 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 partnerās 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. Our fiscal years 2017 to 2020 generally remain subject to examination by federal, state, and Canadian tax authorities. We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in income in the period that includes the enactment date. A publicly traded partnership is required to generate at least 90% of its gross income (as defined for federal income tax purposes) from certain qualifying sources. Income generated by our taxable corporate subsidiaries is excluded from this qualifying income calculation. Although we routinely generate income outside of our corporate subsidiaries that is non-qualifying, we believe that at least 90% of our gross income has been qualifying income for each of the calendar years since our IPO. We have a deferred tax liability of $45.8 million and $56.4 million at March 31, 2021 and 2020, respectively, as a result of acquiring corporations in connection with certain of our acquisitions (see Note 4), which is included within other noncurrent liabilities in our consolidated balance sheets. 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 during the year ended March 31, 2021 was $4.7 million with an effective tax rate of 39.7%. The deferred tax benefit recorded during the year ended March 31, 2020 was $2.9 million with an effective tax rate of 27.8%. We evaluate uncertain tax positions for recognition and measurement in the consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the consolidated financial statements. We had no material uncertain tax positions that required recognition in our consolidated financial statements at March 31, 2021 or 2020. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand and time deposits, and funds invested in highly liquid instruments with maturities of three months or less at the date of purchase. At times, certain account balances may exceed federally insured limits. Accounts Receivable and Concentration of Credit Risk We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customerās creditworthiness as well as general economic conditions. See Note 17 for a further discussion of our allowance for expected credit losses. We execute netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a netting agreement is in place and we intend to settle on a net basis. We did not have any customers that represented over 10% of consolidated revenues for fiscal years 2021, 2020 and 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: March 31, 2021 2020 (in thousands) Crude oil $ 64,916 $ 18,201 Propane 45,521 25,163 Butane 19,189 9,619 Biodiesel 16,169 8,195 Ethanol 3,056 1,834 Diesel 2,252 2,414 Other 7,364 4,208 Total $ 158,467 $ 69,634 Investments in Unconsolidated Entities Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. Under the equity method, we do not report the individual assets and liabilities of these entities on our consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the net assets of the investee. We consider distributions received from unconsolidated entities which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and are classified as operating activities in our consolidated statements of cash flows. We consider distributions received from unconsolidated entities in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and are classified as investing activities in our consolidated statements of cash flows. At March 31, 2021, cumulative equity earnings and cumulative distributions of our unconsolidated entities since they were acquired were $5.1 million and $6.8 million, respectively. Our investments in unconsolidated entities consist of the following at the dates indicated: Ownership March 31, Entity Segment Interest (1) Date Acquired 2021 2020 (in thousands) Water services and land company Water Solutions 50% November 2019 $ 15,832 $ 16,607 Water services and land company Water Solutions 50% November 2019 2,284 2,092 Water services and land company Water Solutions 10% November 2019 3,254 3,384 Aircraft company (2) Corporate and Other 50% June 2019 748 447 Water services company Water Solutions 50% August 2018 424 449 Natural gas liquids terminal company Liquids Logistics 50% March 2019 177 203 Total $ 22,719 $ 23,182 (1) Ownership interest percentages are at March 31, 2021. (2) This is an investment with a related party. See Note 13 for a further discussion. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) Loan receivable (1) $ 2,962 $ 5,374 Line fill (2) 28,110 25,763 Minimum shipping fees - pipeline commitments (3) 13,171 17,443 Other 6,490 14,557 Total $ 50,733 $ 63,137 (1) Amounts at March 31, 2021 and 2020 represent the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party. In addition, the amount at March 31, 2020 represents the noncurrent portion of a loan receivable associated with our interest in the construction of a natural gas liquids loading/unloading facility (the āFacilityā) that is utilized by a third party. The third party filed for Chapter 11 bankruptcy in July 2019. For a further discussion, see Note 18. (2) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2021, line fill consisted of 423,978 barrels of crude oil. At March 31, 2020, 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). During the three months ended March 31, 2020, we recorded an impairment of $7.7 million primarily due to adjusting the cost basis of pipeline line fill to the market price of propane as of March 31, 2020. (3) Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for one contract with a crude oil pipeline operator. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9). As of March 31, 2021, the deficiency credit was $17.4 million, of which $4.2 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) Accrued interest $ 56,299 $ 39,803 Accrued compensation and benefits 41,456 29,990 Derivative liabilities 21,562 17,777 Excise and other tax liabilities 10,970 9,941 Contingent consideration liability (1) 3,083 102,419 Product exchange liabilities 1,188 1,687 Other 35,842 30,445 Total $ 170,400 $ 232,062 (1) Decrease is due to the monthly installment payments totaling $100.0 million made during the year ended March 31, 2021 related to our acquisition of certain assets of Mesquite. We made our last installment payment in December 2020. Property, Plant and Equipment We record property, plant and equipment at cost, less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 5). Intangible Assets Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, pipeline capacity rights, rights-of-way and easements, water rights, executory contracts and other agreements, covenants not to compete, and trade names. In addition, we capitalize certain debt issuance costs associated with the Revolving Credit Facility (as defined herein), ABL Facility (as defined herein) and the Sawtooth Caverns, LLC (āSawtoothā) credit agreement. We amortize the majority of our intangible assets on a straight-line basis over the estimated useful lives of the assets (see Note 7). We amortize debt issuance costs over the terms of the related debt using a method that approximates the effective interest method. Impairment of Long-Lived Assets We evaluate the carrying value of our long-lived assets (property, plant and equipment and amortizable intangible assets) for potential impairment when events and circumstances warrant such a review. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. In that event, we recognize a loss equal to the amount by which the carrying value exceeds the fair value of the asset group. When we cease to use an acquired trade name, we test the trade name for impairment using the relief from royalty method and we begin amortizing the trade name over its estimated useful life as a defensive asset. See Note 5 and Note 7 for a further discussion of long-lived asset impairments recognized in the consolidated statements of operations. We evaluate our equity method investments for impairment when we believe the current fair value may be less than the carrying amount and record an impairment if we believe the decline in value is other than temporary. Goodwill Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Business combinations are accounted for using the āacquisition methodā (see Note 4). We expect that all of our goodwill at March 31, 2021 is deductible for federal income tax purposes. Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant. To perform this assessment, we first consider qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit exceeds its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit does not exceed its carrying amount, we calculate the fair value for the reporting unit and compare the amount to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered to be impaired and the goodwill balance is reduced by the difference between the fair value and carrying amount of the reporting unit. Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly affect the outcome of the analysis. The estimates and assumptions we used in the annual goodwill impairment assessment included market participant considerations and future forecasted operating results. Changes in operating results and other assumptions could materially affect these estimates. See Note 6 for a further discussion and analysis of our goodwill impairment assessment. Product Exchanges Quantities of products receivable or returnable under exchange agreements are reported within prepaid expenses and other current assets and within accrued expenses and other payables in our consolidated balance sheets. We estimate the value of product exchange assets and liabilities based on the weighted-average cost basis of the inventory we have delivered or will deliver on the exchange, plus or minus location differentials. Noncontrolling Interests Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third parties. Amounts are adjusted by the noncontrolling interest holderās proportionate share of the subsidiariesā earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. 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 and 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 (as described above). 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. Also, as discussed in Note 4, we made certain adjustments during the year ended March 31, 2021 to our estimates of the acquisition date fair values of the assets acquired and liabilities assumed in business combinations that occurred during the year ended March 31, 2020. Recent Accounting Pronouncements In November 2020, the Securities and Exchange Commission (āSECā) issued a Final Rule, āManagementās Discussion and Analysis, Selected Financial Data, and Supplementary Financial Informationā, to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K. The Final Rule eliminates Regulation S-K, Item 301. Selected Financial Data, streamlines the requirements in Item 302. Supplementary Financial Information, and updates certain requirements in Item 303. Managementās Discussion and Analysis of Financial Condition and Results of Operations. The guidance is effective for fiscal periods ending on or after August 9, 2021, although early adoption is permitted if an entity complies with an amended Item in its entirety. Effective March 31, 2021, we adopted a portion of this guidance by electing to comply with guidance related to Item 301, which eliminated the Selected Financial Data, and Item 302, which allowed us to eliminate the Quarterly Financial Data from this filing. In August 2020, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) No. 2020-06, āDebt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entityās Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entityās Own Equity.ā This ASU (i) simplifies an issuerās accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separate accounting for embedded conversion features, (ii) amends diluted earnings per share calculations for convertible instruments by requiring the use of the if-converted method and (iii) simplifies the settlement assessment entities are required to perform on contracts that can potentially settle in an entityās own equity by removing certain requirements. This guidance is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the effect that this guidance will have on our financial position, results of operations and cash flows. In March 2020, the SEC issued āFinancial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrantās Securitiesā, which amends the disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X. The amendment simplifies the disclosure requirements and permits the amended disclosures to be provided outside the footnotes in audited annual or unaudited interim consolidated financial statements in all filings. The guidance is effective for the Partnership for fiscal periods ending after January 4, 2021, although early adoption is permitted. We adopted this guidance effective April 1, 2020 and elected to include the required summarized financial information in āItem 7. Managementās Discussion and Analysis of Financial Condition and Results of Operations āLiquidity, Sources of Capital and Capital Resource Activitiesā Guarantor Summarized Financial Information .ā In March 2020, the FASB issued ASU 2020-04, āReference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.ā The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance is effective prospectively upon issuance through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of this ASU. We are currently evaluating the effect that this guidance will have on our financial position, results of operations and cash flows. In June 2016, the FASB issued ASU No. 2016-13, āFinancial Instruments-Credit Losses.ā 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 trade 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. We adopted ASU No. 2016-13 on April 1, 2020, using the modified retrospective approach with a cumulative effect adjustment of $1.1 million to opening equity at the beginning of the period of adoption. See Note 17 for a further discussion of the impact of the adoption of this ASU on our consolidated financial statements. |
(Loss) Income Per Common Unit
(Loss) Income Per Common Unit | 12 Months Ended |
Mar. 31, 2021 | |
Earnings Per Unit [Abstract] | |
(Loss) Income Per Common Unit | (Loss) Income Per Common Unit The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Year Ended March 31, 2021 2020 2019 Weighted average common units outstanding during the period: Common units - Basic 128,980,823 127,411,908 123,017,064 Common units - Diluted 128,980,823 127,411,908 123,017,064 For the years ended March 31, 2021, 2020 and 2019, all potential common units or convertible securities were considered antidilutive. Our (loss) income per common unit is as follows for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands, except unit and per unit amounts) Loss from continuing operations $ (637,418) $ (180,545) $ (79,455) Less: Continuing operations (income) loss attributable to noncontrolling interests (632) 1,773 20,206 Net loss from continuing operations attributable to NGL Energy Partners LP (638,050) (178,772) (59,249) Less: Distributions to preferred unitholders (1)(2) (93,364) (188,734) (111,936) Less: Continuing operations net loss allocated to general partner (3) 731 260 32 Net loss from continuing operations allocated to common unitholders $ (730,683) $ (367,246) $ (171,153) (Loss) income from discontinued operations, net of tax $ (1,769) $ (218,235) $ 418,850 Less: Discontinued operations loss attributable to redeemable noncontrolling interests ā ā 446 Less: Discontinued operations net loss (income) allocated to general partner (3) 2 218 (419) Net (loss) income from discontinued operations allocated to common unitholders $ (1,767) $ (218,017) $ 418,877 Net (loss) income allocated to common unitholders $ (732,450) $ (585,263) $ 247,724 Basic (loss) income per common unit Loss from continuing operations $ (5.67) $ (2.88) $ (1.39) (Loss) income from discontinued operations, net of tax $ (0.01) $ (1.71) $ 3.41 Net (loss) income $ (5.68) $ (4.59) $ 2.01 Diluted (loss) income per common unit Loss from continuing operations $ (5.67) $ (2.88) $ (1.39) (Loss) income from discontinued operations, net of tax $ (0.01) $ (1.71) $ 3.41 Net (loss) income $ (5.68) $ (4.59) $ 2.01 Basic weighted average common units outstanding 128,980,823 127,411,908 123,017,064 Diluted weighted average common units outstanding 128,980,823 127,411,908 123,017,064 (1) This amount includes distributions to preferred unitholders. The final accretion for the beneficial conversion of the 10.75% Class A Preferred Units (as defined herein) and the excess of the 10.75% Class A Preferred Units repurchase price over the carrying value of the units, as discussed further in Note 10, are included in the year ended March 31, 2020. (2) Includes cumulative dividends for the quarter ended March 31, 2021 which were earning but not declared or paid (see Note 10). (3) Net loss (income) allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights. |
Acquisitions
Acquisitions | 12 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The following summarizes our acquisitions of assets during the year ended March 31, 2021: In March 2021, we acquired the Ambassador pipeline, an approximately 225-mile natural gas liquids pipeline, which runs from the Kalkaska gas plant in Kalkaska County, Michigan to a termination point near Marysville in St. Clair County, Michigan. This pipeline complements our existing assets in the upper Midwest and expands our presence with anchor assets in the state of Michigan, one of the top propane markets in the United States. Total consideration for this acquisition was $18.2 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. This acquisition is included in our Liquids Logistics segment. The following summarizes the status of the preliminary purchase price allocation of acquisitions completed prior to April 1, 2020: Hillstone Environmental Partners, LLC (āHillstoneā) Acquisition As of October 31, 2020, we completed the acquisition accounting for the Hillstone acquisition. During the seven months ended October 31, 2020, we received additional information and recorded a decrease of $0.7 million to current assets, a decrease of $5.1 million to current liabilities and a decrease of $6.0 million to the deferred tax liability with the offset to goodwill. Also, there was a $0.9 million decrease to the preliminary purchase price as a result of a true up to the working capital acquired. This amount was recorded as an offset to goodwill. There were no other adjustments to the fair value of assets acquired and liabilities assumed during the seven months ended October 31, 2020. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Our property, plant and equipment consists of the following at the dates indicated: Estimated March 31, Description Useful Lives 2021 2020 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 319,554 $ 314,694 Pipeline and related facilities 30 - 40 264,405 244,751 Vehicles and railcars 3 - 25 126,088 123,937 Water treatment facilities and equipment 3 - 30 1,930,437 1,525,859 Crude oil tanks and related equipment 2 - 30 238,924 234,143 Barges and towboats 5 - 30 137,386 125,162 Information technology equipment 3 - 7 50,220 34,261 Buildings and leasehold improvements 3 - 40 165,679 151,690 Land 100,352 91,446 Tank bottoms and line fill (1) 20,237 20,346 Other 3 - 20 15,054 14,627 Construction in progress 114,796 499,707 3,483,132 3,380,623 Accumulated depreciation (776,279) (529,068) Net property, plant and equipment $ 2,706,853 $ 2,851,555 (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: Year Ended March 31, 2021 2020 2019 (in thousands) Depreciation expense $ 190,204 $ 132,791 $ 101,515 Capitalized interest expense $ 2,778 $ 650 $ 482 Amounts in the table above do not include depreciation expense and capitalized interest related to TransMontaigne Product Services, LLC (āTPSLā) and our former Retail Propane segment, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statement of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands) Water Solutions $ 36,492 $ 22,491 $ 3,067 Crude Oil Logistics 1,766 36 3,489 Liquids Logistics 3,350 (30) 993 Corporate 228 ā ā Total $ 41,836 $ 22,497 $ 7,549 During the year ended March 31, 2021, the following transactions were recorded within our Water Solutions segment: ā¢ An impairment charge of $30.6 million to write down the value of an asset group due to a decline in producer activity, resulting in lower disposal volumes. See Note 7 for a discussion of the impairment of intangible assets within this asset group. ā¢ An impairment charge of $11.9 million to write down the value of certain inactive saltwater disposal facilities that we do not expect to bring back online. ā¢ A net loss of $6.7 million related to write-down or write off of certain assets, including facilities damaged by lightning strikes and abandoned projects, and the sale of certain other miscellaneous assets. ā¢ A gain of $12.8 million related to the sale of certain permits, land and a saltwater disposal facility (see Note 18). During the year ended March 31, 2020, the following transactions were recorded within our Water Solutions segment: ā¢ An impairment charge of $13.5 million to write down the value of certain inactive saltwater disposal facilities. ā¢ A net loss of $9.0 million related to write-down or write off of certain assets, including abandoned projects, and the sale of certain other miscellaneous assets. |
Goodwill
Goodwill | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes changes in goodwill by segment for the periods indicated (in thousands): Water Crude Oil Liquids Logistics Total (in thousands) Balances at March 31, 2019 $ 410,139 $ 579,846 $ 120,471 $ 1,110,456 Revisions to acquisition accounting 4,755 ā (2,103) 2,652 Acquisitions 129,764 ā 715 130,479 Impairment (250,000) ā ā (250,000) Balances at March 31, 2020 294,658 579,846 119,083 993,587 Revisions to acquisition accounting (Note 4) (11,348) ā ā (11,348) Impairment ā (237,800) ā (237,800) Balances at March 31, 2021 $ 283,310 $ 342,046 $ 119,083 $ 744,439 Fiscal Year 2021 Goodwill Impairment Assessment We performed a qualitative assessment as of January 1, 2021 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2021, with the exception of our Water Solutions reporting unit, and our Crude Oil Logistics reporting unit, which was tested for impairment as of December 31, 2020. See below for a further discussion of the testing. Due to lower than expected disposal volumes as a result of a slower than expected recovery in oil production in the various basins in which our Water Solutions reporting unit operates and the completion of our annual budget process, it was decided that the goodwill within the Water Solutions reporting units should be tested for impairment as of January 1, 2021. We estimated the fair value of our Water Solutions reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Water Solutions reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) disposal volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Water Solutions reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Water Solutions reporting unit exceeded its carrying value by approximately 3.0%. As discussed in Note 18, in December 2020, we reached a settlement in the Extraction Oil & Gas, Inc.(āExtractionā) bankruptcy case, which is expected to result in decreases in future cash flows for certain of our assets. Based on this aforementioned event, we concluded that a triggering event occurred, which required us to perform a quantitative impairment test as of December 31, 2020 for our Crude Oil Logistics reporting unit. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit was less than its carrying value by approximately 17.0%. During the three months ended December 31, 2020, in our Crude Oil Logistics reporting unit, we recorded a goodwill impairment charge of $237.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations. Fiscal Year 2020 Goodwill Impairment Assessment We performed a qualitative assessment as of January 1, 2020 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of these reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2020. During the month of March 2020, our market capitalization declined significantly driven by current macroeconomic conditions including the collapse of oil prices driven by both the decrease in demand caused by the novel strain of coronavirus (COVID-19) pandemic and excess supply, as well as changing market conditions and expected lower crude oil production in certain regions, resulting in expected decreases in future cash flows for certain of our assets. In addition, the uncertainty related to oil demand continues to have a significant impact on the investment and operating plans of our primary customers. Based on these events, we concluded that a triggering event occurred which required us to perform a quantitative impairment test as of March 31, 2020 for our reporting units. We estimated the fair value of our reporting units based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of our reporting units were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for each reporting unit were based on five years of projected cash flows and we applied discount rates and terminal multiples that we believe would be applied by a theoretical market participant in similar market transactions. Based on these tests, we concluded that the fair values of each of our reporting units exceeded their carrying values with the exception of our Water Solutions reporting unit, whose fair value was less than its carrying value by 7.3%. During the three months ended March 31, 2020, in our Water Solutions reporting unit, we recorded a goodwill impairment charge of $250.0 million within loss on disposal or impairment of assets, net in our consolidated statement of operations. Fiscal Year 2019 Goodwill Impairment Assessment Due to the continued decrease in demand for natural gas liquid storage and the resulting decline in revenues and earnings as compared to actual and projected results, we tested the goodwill within our natural gas liquids salt cavern storage reporting unit (āSawtooth reporting unitā), which is part of our Liquids Logistics segment, for impairment at January 1, 2019. We estimated the fair value of our Sawtooth reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of our Sawtooth reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) expected storage volumes, which are assumed to increase in the coming years due to increased production of natural gas liquids, (ii) expected propane and butane prices, (iii) expected rental fees and (iv) the addition of storing refined products (which we acquired as part of the sale of a portion of the reporting unit (see Note 18). We assumed that commodity prices would be flat through the duration of the model and an average increase of approximately 7% increase in rental fees per year starting in April 2020, and held such prices and fees flat for periods in our model beyond our 2024 fiscal year. For expenses, we assumed an increase consistent with the increase in storage volumes, and maintenance capital was held flat throughout the model. The discount rate used in our discounted cash flow method was a risk adjusted weighted average cost of capital calculated as of January 1, 2019 of approximately 13.1%. The discounted cash flow results indicated that the estimated fair value of our Sawtooth reporting unit was less than its carrying value by approximately 35.2% at January 1, 2019. During the three months ended March 31, 2019, we recorded a goodwill impairment charge of $66.2 million, which was a write-off of the remaining goodwill within the Sawtooth reporting unit. The goodwill impairment charge was recorded within loss on disposal or impairment of assets, net in our consolidated statement of operations. We performed a qualitative assessment as of January 1, 2019 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of these reporting units was more likely than not greater than the carrying value of the reporting units, other than the Sawtooth reporting unit as previously described. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: March 31, 2021 March 31, 2020 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 3 - 30 $ 1,318,638 $ (450,639) $ 867,999 $ 1,435,573 $ (445,250) $ 990,323 Customer commitments 10 - 25 192,000 (13,440) 178,560 502,000 (111,677) 390,323 Pipeline capacity rights 30 7,799 (1,907) 5,892 7,799 (1,647) 6,152 Rights-of-way and easements 1 - 45 90,703 (9,270) 81,433 89,476 (6,506) 82,970 Water rights 13 - 30 100,369 (14,454) 85,915 100,937 (8,441) 92,496 Executory contracts and other agreements 5 - 30 48,709 (21,300) 27,409 48,570 (18,210) 30,360 Non-compete agreements 2 - 24 12,100 (6,102) 5,998 12,723 (4,735) 7,988 Debt issuance costs (1) 2 - 5 9,558 (406) 9,152 44,051 (34,983) 9,068 Total amortizable 1,779,876 (517,518) 1,262,358 2,241,129 (631,449) 1,609,680 Non-amortizable: Trade names 255 ā 255 2,800 ā 2,800 Total $ 1,780,131 $ (517,518) $ 1,262,613 $ 2,243,929 $ (631,449) $ 1,612,480 (1) Includes debt issuance costs related to the ABL Facility (as defined herein), Revolving Credit Facility (as defined herein) and the Sawtooth credit agreement. Debt issuance costs related to fixed-rate notes, Bridge Term Credit Agreement (as defined herein) and Term Credit Agreement (as defined herein) are reported as a reduction of the carrying amount of long-term debt. The weighted-average remaining amortization period for intangible assets is approximately 20.7 years. Write off of Intangible Assets During the year ended March 31, 2021, we recorded the following: ā¢ An impairment charge of $145.8 million against the customer commitment intangible asset related to a transportation contract with Extraction that was rejected as part of Extractionās bankruptcy. See Note 18 for a further discussion of Extractionās bankruptcy and the impairment of the intangible asset. ā¢ An impairment charge of $39.2 million to write down the value of a customer relationship intangible asset as part of the write down in value of a larger asset group (see Note 5). ā¢ A $4.5 million write off of the debt issuance costs related to the Revolving Credit Facility which was repaid and terminated on February 4, 2021 (see Note 8). ā¢ An impairment charge of $2.5 million to write down the value of the trade name as part of the write down of a larger asset group (see Note 5). Amortization expense is as follows for the periods indicated: Year Ended March 31, Recorded In 2021 2020 2019 (in thousands) Depreciation and amortization $ 127,023 $ 132,521 $ 110,458 Cost of sales 307 349 486 Interest expense 5,572 5,462 4,928 Operating expenses 247 286 ā Total $ 133,149 $ 138,618 $ 115,872 Amounts in the table above do not include amortization expense related to TPSL and our former Retail Propane segment, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). Expected amortization of our intangible assets is as follows (in thousands): Year Ending March 31, 2022 $ 96,206 2023 78,510 2024 72,308 2025 67,807 2026 66,413 Thereafter 881,114 Total $ 1,262,358 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: March 31, 2021 March 31, 2020 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (ā2026 Senior Secured Notesā) $ 2,050,000 $ (44,246) $ 2,005,754 $ ā $ ā $ ā Asset-based revolving credit facility 4,000 ā 4,000 ā ā ā Senior unsecured notes: 7.500% Notes due 2023 (ā2023 Notesā) 555,251 (3,564) 551,687 607,323 (5,405) 601,918 6.125% Notes due 2025 (ā2025 Notesā) 380,020 (3,297) 376,723 387,320 (4,217) 383,103 7.500% Notes due 2026 (ā2026 Notesā) 338,402 (4,378) 334,024 450,000 (6,975) 443,025 Revolving credit facility: Expansion capital borrowings ā ā ā 1,120,000 ā 1,120,000 Working capital borrowings ā ā ā 350,000 ā 350,000 Bridge term credit agreement ā ā ā 250,000 (3,198) 246,802 Other long-term debt 49,095 (70) 49,025 4,683 ā 4,683 3,376,768 (55,555) 3,321,213 3,169,326 (19,795) 3,149,531 Less: Current maturities 2,183 ā 2,183 4,683 ā 4,683 Long-term debt $ 3,374,585 $ (55,555) $ 3,319,030 $ 3,164,643 $ (19,795) $ 3,144,848 (1) Debt issuance costs related to the ABL Facility, the Sawtooth credit agreement (included in other long-term debt) and the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. Recent Developments On February 4, 2021, we closed on our private offering of $2.05 billion of 7.5% 2026 Senior Secured Notes and a new credit agreement (the āNew Credit Agreementā) which consists of a $500.0 million asset-based revolving credit facility (āABL Facilityā). Total offering costs and expenses were approximately $150.7 million, which includes certain make-whole (see Term Credit Agreement below) and consent costs (see Note 13). We used the net proceeds from the issuance of the 2026 Senior Secured Notes (along with borrowings under the ABL Facility) to (i) repay all outstanding borrowings under and terminate our existing revolving credit facility, (ii) repay all outstanding borrowings under and terminate our term credit agreement and (iii) pay fees and expenses in connection therewith as well as fees and expenses in connection with the issuance of the 2026 Senior Secured Notes and entering into the ABL Facility. 2026 Senior Secured Notes The 2026 Senior Secured Notes bear interest at 7.5%, which is payable on February 1 and August 1 of each year, beginning on August 1, 2021. The 2026 Senior Secured Notes mature on February 1, 2026. The 2026 Senior Secured Notes were issued pursuant to an indenture dated February 4, 2021 (the āIndentureā). The 2026 Senior Secured Notes are secured by first priority liens in substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens in our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets. The Indenture contains covenants that, among other things, limit our ability to: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of our assets. The Indenture specifically restricts our ability to pay distributions until our total leverage ratio (as defined in the Indenture) for the most recently ended four full fiscal quarters at the time of the distribution is not greater than 4.75 to 1.00. These covenants are subject to a number of important exceptions and qualifications. We have an option to redeem all or a portion of the 2026 Senior Secured Notes at any time on or after February 1, 2023 at fixed redemption prices contained within the Indenture. Prior to such time, we, at our option, may redeem up to 40% of the aggregate principal amount of the 2026 Senior Secured Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture. In addition, before February 1, 2023, we may redeem some or all of the 2026 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2026 Senior Secured Notes redeemed, plus the applicable premium as specified in the Indenture and accrued and unpaid interest, if any, to, but not including, the redemption date. If we experience certain kinds of change of control triggering events, we will be required to offer to repurchase the 2026 Senior Secured Notes at 101% of the aggregate principal amount of the 2026 Senior Secured Notes repurchased plus accrued and unpaid interest on the 2026 Senior Secured Notes repurchased to, but not including, the date of purchase. Compliance At March 31, 2021, we were in compliance with the covenants under the 2026 Senior Secured Notes indenture. ABL Facility The $500.0 million ABL Facility is subject to a borrowing base, which includes a sub-limit for letters of credit. The initial borrowing base is $500.0 million and the sub-limit for letters of credit is $200.0 million. The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and a second priority lien on all of our other assets. At March 31, 2021, $4.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $156.0 million. The ABL Facility is scheduled to mature at the earliest of (a) February 4, 2026 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, if such indebtedness is outstanding at such time, subject to certain exceptions. The ABL Facility bears interest at a LIBOR-based rate (with such customary provisions under the ABL Facility providing for the replacement of LIBOR with any successor rate) or an alternate base rate, in each case plus an applicable borrowing margin based on our Fixed Charge Coverage Ratio (as defined in the New Credit Agreement). The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for LIBOR-based loans varies from 2.50% to 3.00%. In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility. Such commitment fee will be 0.50% per year, subject to a reduction to 0.375% in the event our Fixed Charge Coverage Ratio is greater than or equal to 1.75 to 1.00. At March 31, 2021, the borrowings under the ABL Facility had a weighted average interest rate of 5.25% calculated as the prime rate of 3.25% plus a margin of 2.00% on the alternate base rate borrowings. On March 31, 2021, the interest rate in effect on letters of credit was 3.00%. The New Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The New Credit Agreement contains, as the only financial covenant, a minimum Fixed Charge Coverage Ratio financial covenant that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the New Credit Agreement). At March 31, 2021, no Cash Dominion Event had occurred or was continuing. At March 31, 2021, we were in compliance with the covenants under the ABL Facility. Senior Unsecured Notes The senior unsecured notes include, as defined below, the 2019 Notes, 2021 Notes, 2023 Notes, 2025 Notes and 2026 Notes (collectively, the āSenior Unsecured Notesā). The Partnership and NGL Energy Finance Corp. are co-issuers of the Senior Unsecured Notes, and the obligations under the Senior Unsecured Notes are fully and unconditionally guaranteed by certain of our existing and future restricted subsidiaries that incur or guarantee indebtedness under certain of our other indebtedness, including the ABL Facility. The indentures governing the Senior Unsecured Notes contain various customary covenants, including, (i) pay distributions on, purchase or redeem our common equity or purchase or redeem our subordinated debt, (ii) incur or guarantee additional indebtedness or issue preferred units, (iii) create or incur certain liens, (iv) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us, (v) consolidate, merge or transfer all or substantially all of our assets, and (vi) engage in transactions with affiliates. Our obligations under the Senior Unsecured Notes may be accelerated following certain events of default (subject to applicable cure periods), including, without limitation, (i) the failure to pay principal or interest when due, (ii) experiencing an event of default on certain other debt agreements, or (iii) certain events of bankruptcy or insolvency. Issuances On July 9, 2014, we issued $400.0 million of 5.125% Senior Unsecured Notes Due 2019 (ā2019 Notesā). The 2019 Notes were redeemed on March 15, 2019. See further discussion below. On October 16, 2013, we issued $450.0 million of 6.875% Senior Unsecured Notes Due 2021 (ā2021 Notesā). The 2021 Notes were redeemed on October 16, 2018. See further discussion below. On October 24, 2016, we issued $700.0 million of 7.5% 2023 Notes. Interest is payable on May 1 and November 1 of each year. The 2023 Notes mature on November 1, 2023. On February 22, 2017, we issued $500.0 million of 6.125% 2025 Notes. Interest is payable on March 1 and September 1 of each year. The 2025 Notes mature on March 1, 2025. On April 9, 2019, we issued $450.0 million of 7.5% 2026 Notes in a private placement. Interest is payable on April 15 and October 15 of each year. The 2026 Notes mature on April 15, 2026. Redemptions The following table summarizes redemptions of Senior Unsecured Notes for the period indicated: Year Ended March 31, 2019 (in thousands) 2019 Notes (1) Notes redeemed $ 328,005 Cash paid (excluding payments of accrued interest) $ 329,719 Loss on early extinguishment of debt $ (2,113) 2021 Notes (2) Notes redeemed $ 367,048 Cash paid (excluding payments of accrued interest) $ 373,358 Loss on early extinguishment of debt $ (10,130) (1) On March 15, 2019, we redeemed all of the remaining outstanding 2019 Notes. Loss on the early extinguishment of debt for the 2019 Notes during the year ended March 31, 2019 is inclusive of the write off of debt issuance costs of $0.4 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (2) On October 16, 2018, we redeemed all of the remaining outstanding 2021 Notes. Loss on the early extinguishment of debt for the 2021 Notes during the year ended March 31, 2019 is inclusive of the write off of debt issuance costs of $3.8 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands) 2019 Notes Notes repurchased $ ā $ ā $ 25,419 Cash paid (excluding payments of accrued interest) $ ā $ ā $ 25,406 Loss on early extinguishment of debt (1) $ ā $ ā $ (34) 2023 Notes Notes repurchased $ 52,072 $ ā $ 8,624 Cash paid (excluding payments of accrued interest) $ 33,566 $ ā $ 8,575 Gain (loss) on early extinguishment of debt (2) $ 18,096 $ ā $ (63) 2025 Notes Notes repurchased $ 7,300 $ 1,815 $ ā Cash paid (excluding payments of accrued interest) $ 3,647 $ 454 $ ā Gain on early extinguishment of debt (3) $ 3,575 $ 1,341 $ ā 2026 Notes Notes repurchased $ 111,598 $ ā $ ā Cash paid (excluding payments of accrued interest) $ 78,583 $ ā $ ā Gain on early extinguishment of debt (4) $ 31,463 $ ā $ ā (1) Loss on early extinguishment of debt for the 2019 Notes during the year ended March 31, 2019 is inclusive of the write off of debt issuance costs of less than $0.1 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (2) Gain (loss) on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2021 and 2019 is inclusive of the write off of debt issuance costs of $0.4 million and $0.1 million, respectively. The gain (loss) is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statements of operations. (3) Gain on early extinguishment of debt for the 2025 Notes during the years ended March 31, 2021 and 2020 is inclusive of the write off of debt issuance costs of $0.1 million and less than $0.1 million, respectively. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statements of operations. (4) Gain on early extinguishment of debt for the 2026 Notes during the year ended March 31, 2021 is inclusive of the write off of debt issuance costs of $1.6 million. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. Compliance At March 31, 2021, we were in compliance with the covenants under all of the Senior Unsecured Notes indentures. Credit Agreement We were party to a credit agreement (āCredit Agreementā) with a syndicate of banks. The Credit Agreement provided up to $1.915 billion in aggregate commitments and consisted of a revolving credit facility to fund working capital needs, which had a capacity of $350.0 million for cash borrowings and letters of credit (the āWorking Capital Facilityā), and a revolving credit facility to fund acquisitions and expansion projects, which had a capacity of $1.565 billion (the āExpansion Capital Facility,ā and together with the Working Capital Facility, the āRevolving Credit Facilityā). On February 4, 2021, we repaid all of the outstanding borrowings under and terminated the Credit Agreement which included $0.3 million of termination expenses as well as the write off of debt issuance cost which were recorded within intangible assets (see Note 7). Term Credit Agreement On June 3, 2020, we entered into a new $250.0 million term credit agreement (the āTerm Credit Agreementā) with certain funds and accounts managed by affiliates of Apollo Global Management, Inc. to refinance the previous Bridge Term Credit Agreement (as defined herein). The commitments under the Term Credit Agreement were set to expire on June 3, 2023 and were callable by us after two years at par. On February 4, 2021, we repaid all of the outstanding borrowings under and terminated the Term Credit Agreement. This termination required us to pay a make-whole fee of $55.6 million, write off debt issuance costs of $7.4 million, and pay additional termination expenses of $0.1 million. Bridge Term Credit Agreement On July 2, 2019 (the āClosing Dateā), we entered into a bridge term credit agreement (the āBridge Term Credit Agreementā) 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. The commitments under the Term Credit Agreement were set to expire on July 2, 2024. On June 3, 2020, we used the proceeds from the Term Credit Agreement to pay off the outstanding balance of the Bridge Term Credit Agreement. We wrote off $2.3 million of debt issuance costs which is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. Sawtooth Credit Agreement On November 27, 2019, Sawtooth, a joint venture in which we own approximately a 71.5% interest, entered into a credit agreement with Zions Bancorporation (doing business as āAmegy Bankā). The Sawtooth credit agreement has a capacity of $20.0 million. The commitments under the Sawtooth credit agreement expire on November 27, 2022. At March 31, 2021, $5.0 million had been borrowed under the Sawtooth credit agreement. The borrowings under this facility had an average interest rate of 2.36%. Commitment fees are charged at a rate of 0.50% on any unused capacity. At March 31, 2021, we were in compliance with the covenants under the Sawtooth credit agreement. Equipment Loan On October 29, 2020, we entered into an equipment loan for $45.0 million with Stonebriar Commercial Finance LLC which bears interest at a rate of 8.6% and is secured by certain of our barges and towboats. We have an aggregate principal balance of $44.1 million at March 31, 2021. The loan matures on November 1, 2027. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at March 31, 2021: Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other Total (in thousands) 2022 $ ā $ ā $ ā $ 2,184 $ 2,184 2023 ā ā ā 7,585 7,585 2024 ā ā 555,251 2,816 558,067 2025 ā ā 380,020 3,068 383,088 2026 2,050,000 4,000 ā 3,343 2,057,343 Thereafter ā ā 338,402 30,099 368,501 Total $ 2,050,000 $ 4,000 $ 1,273,673 $ 49,095 $ 3,376,768 Amortization of Debt Issuance Costs Amortization expense for debt issuance costs related to long-term debt was $7.8 million, $5.4 million and $4.3 million during the years ended March 31, 2021, 2020 and 2019, respectively. Expected amortization of debt issuance costs is as follows (in thousands): Year Ending March 31, 2022 $ 12,247 2023 12,247 2024 11,677 2025 10,802 2026 8,529 Thereafter 53 Total $ 55,555 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies In August 2015, LCT Capital, LLC (āLCTā) filed a lawsuit against NGL Energy Holdings LLC (the āGPā) 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. On December 5, 2019, in response to the defendantsā post-trial motion, the Court issued an Order overturning the juryās damages award and ordering the case to be set for a damages-only trial. Both parties filed applications with the trial court asking the trial court to certify the December 5th Order for interlocutory, immediate review by the Appellate Court. On January 7, 2020, the Supreme Court of Delaware (āSupreme Courtā) entered an Order accepting an interlocutory appeal of various issues relating to both the quantum meruit and fraudulent misrepresentation verdicts. The Supreme Court heard oral arguments of the parties on November 4, 2020, took the matters presented under advisement and on January 28, 2021, issued a ruling that (a) LCT is not entitled to ābenefit-of-the-bargainā damages on its fraud claim; (b) LCT is not entitled to receive fraudulent misrepresentation damages separate from its quantum meruit damages; (c) the trial court abused its discretion when it ordered a new trial on damages relating to LCTās claim of fraudulent misrepresentation; and (d) the trial court properly ordered a new trial on LCTās claim of quantum meruit damages. The date for a new trial, to be limited to the quantum meruit claim, has not yet been set by the trial court. Any allocation of the ultimate verdict award, if any, between the GP and the Partnership will be made by the board of directors of our general partner once all information is available to it and after the new trial, any post-trial and/or any appellate process has concluded and the verdict is final as a matter of law. As of March 31, 2021, we have accrued $2.5 million related to this matter. We are party to various other claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop. Environmental Matters At March 31, 2021, we have an environmental liability, measured on an undiscounted basis, of $1.7 million, which is recorded within accrued expenses and other payables in our consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business. In 2015, as previously disclosed, the United States Environmental Protection Agency (āEPAā) informed NGL Crude Logistics, LLC, formerly known as Gavilon, LLC (āGavilon Energyā), of alleged violations that occurred in 2011 by Gavilon Energy of the Clean Air Actās renewable fuel standards regulations (prior to its acquisition by us in December 2013). On October 4, 2016, the United States 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 (āWestern Dubuqueā). 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 (āRINsā) 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 Dubuqueās 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 Dubuqueās 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 plaintiffās 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 year ended March 31, 2019, we paid the EPA $12.5 million and retired all 36 million RINs. During the year ended March 31, 2020, we paid the final EPA settlement amount 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 consolidated balance sheets (in thousands): Balance at March 31, 2019 $ 9,723 Liabilities incurred 1,643 Liabilities assumed in acquisitions 6,642 Liabilities settled (658) Accretion expense 1,066 Balance at March 31, 2020 18,416 Liabilities incurred 7,952 Liabilities associated with disposed assets (1) (22) Accretion expense 1,733 Balance at March 31, 2021 $ 28,079 (1) This amount relates to the sale of certain permits, land and a saltwater disposal facility (se e Note 18 ). 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 noncancelable agreements for product storage, railcar spurs and real estate. The following table summarizes future minimum payments under these agreements at March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 10,074 2023 4,568 2024 4,568 2025 74 2026 55 Thereafter 275 Total $ 19,614 As part of the Hillstone acquisition discussed in Note 4, we assumed an obligation to pay a quarterly subsidy payment in the event that specified volumetric thresholds are not exceeded at a third-party facility. This agreement expires on December 31, 2022. During the years ended March 31, 2021 and 2020, we recorded $2.6 million and $0.8 million, respectively, within operating expense in our consolidated statements of operations. At March 31, 2021, the range of potential payments we could be obligated to make pursuant to the subsidy agreement could be from $0.0 million to $5.7 million. Pipeline Capacity Agreements We have 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 and in other noncurrent assets in our consolidated balance sheet for minimum shipping fees paid in both the current and previous periods that are expected to be recovered in future periods by exceeding the minimum monthly volumes (see Note 2). The following table summarizes future minimum throughput payments under these agreements at March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 35,314 2023 35,314 2024 35,410 2025 30,897 Total $ 136,935 Sales and Purchase Contracts We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods. At March 31, 2021, we had the following commodity purchase commitments (in thousands): Crude Oil (1) Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Purchase Commitments: 2022 $ 93,285 1,515 $ 12,705 21,936 2023 ā ā 819 1,260 Total $ 93,285 1,515 $ 13,524 23,196 Index-Price Commodity Purchase Commitments: 2022 $ 3,038,806 54,413 $ 848,891 1,094,967 2023 1,835,567 35,588 2,848 4,774 2024 1,715,198 34,775 ā ā 2025 1,532,174 31,938 ā ā 2026 938,787 20,263 ā ā Total $ 9,060,532 176,977 $ 851,739 1,099,741 (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 March 31, 2021, we had the following commodity sale commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Sale Commitments: 2022 $ 93,464 1,515 $ 36,731 45,827 2023 ā ā 2,568 3,640 Total $ 93,464 1,515 $ 39,299 49,467 Index-Price Commodity Sale Commitments: 2022 $ 3,147,543 54,634 $ 546,242 558,346 2023 1,106,564 20,988 1,686 2,088 2024 1,058,526 21,045 ā ā 2025 1,024,037 20,988 ā ā 2026 484,326 10,242 ā ā Total $ 6,820,996 127,897 $ 547,928 560,434 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 consolidated balance sheet and are not included in the tables above. These contracts are included in the derivative disclosures in Note 11, and represent $37.2 million of our prepaid expenses and other current assets and $24.0 million of our accrued expenses and other payables at March 31, 2021. |
Equity
Equity | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | Equity Partnership Equity The Partnershipās equity consists of a 0.1% general partner interest and a 99.9% limited partner interest, which consists of common units. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest. Our general partner is not required to guarantee or pay any of our debts or obligations. As of March 31, 2021, we owned 8.69% of our general partner. General Partner Contributions In connection with the issuance of common units for the vesting of restricted units and warrants that were exercised for common units during the years ended March 31, 2021, 2020 and 2019, we issued 823, 4,268 and 3,039, respectively, notional units to our general partner which represented less than $0.1 million in each of the years, in order to maintain its 0.1% interest in us. Common Unit Repurchase Program On August 30, 2019, the board of directors of our general partner authorized a common unit repurchase program, under which we may repurchase up to $150.0 million of our outstanding common units through September 30, 2021 from time to time in the open market or in other privately negotiated transactions. We have not repurchased units under this program. Suspension of Common Unit and Preferred Unit Distributions The board of directors of our general partner temporarily suspended all distributions (common unit distributions beginning with the quarter ended December 31, 2020 and preferred unit distributions beginning with the quarter ended March 31, 2021) in order to deleverage our balance sheet and meet the financial performance ratios set within the Indenture of the 2026 Senior Secured Notes, as discussed further in Note 8. Our Distributions The following table summarizes distributions declared on our common units during the last three fiscal years: Date Declared Record Date Payment Date Amount Amount Paid to Amount Paid to (in thousands) (in thousands) April 24, 2018 May 7, 2018 May 15, 2018 $ 0.3900 $ 47,374 $ 82 July 24, 2018 August 8, 2018 August 14, 2018 $ 0.3900 $ 47,600 $ 82 October 23, 2018 November 8, 2018 November 14, 2018 $ 0.3900 $ 48,260 $ 83 January 22, 2019 February 6, 2019 February 14, 2019 $ 0.3900 $ 48,373 $ 83 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 $ 49,217 $ 85 October 23, 2019 November 7, 2019 November 14, 2019 $ 0.3900 $ 49,936 $ 86 January 23, 2020 February 7, 2020 February 14, 2020 $ 0.3900 $ 50,056 $ 86 April 27, 2020 May 7, 2020 May 15, 2020 $ 0.2000 $ 25,754 $ 26 July 23, 2020 August 6, 2020 August 14, 2020 $ 0.2000 $ 25,754 $ 26 October 27, 2020 November 6, 2020 November 13, 2020 $ 0.1000 $ 12,877 $ 13 Class A Convertible Preferred Units On April 21, 2016, we entered into a private placement agreement to issue $200 million of 10.75% Class A Convertible Preferred Units (āClass A Preferred Unitsā) to Oaktree Capital Management L.P. and its co-investors (āOaktreeā). On June 23, 2016, the private placement agreement was amended to increase the aggregate principal amount from $200 million to $240 million. We received net proceeds of $235.0 million (net of offering costs of $5.0 million) in connection with the issuance of 19,942,169 Class A Preferred Units and 4,375,112 warrants, which have an exercise price of $0.01. As noted below, the remaining Class A Preferred Units were redeemed and all remaining warrants were exercised during the year ended March 31, 2020. We paid a cumulative, quarterly distribution in arrears at an annual rate of 10.75% on the Class A Preferred Units to the extent declared by the board of directors of our general partner. To the extent declared, such distributions were paid for each such quarter within 45 days after each quarter end. The following table summarizes distributions declared on our Class A Preferred Units during the last two fiscal years: Date Declared Payment Date Amount Paid to Class A (in thousands) April 24, 2018 May 15, 2018 $ 6,449 July 24, 2018 August 14, 2018 $ 6,449 October 23, 2018 November 14, 2018 $ 6,449 January 22, 2019 February 14, 2019 $ 6,449 April 24, 2019 May 10, 2019 $ 4,034 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. We recorded the accretion attributable to the beneficial conversion feature as a deemed distribution. Accretion for the beneficial conversion feature was $36.5 million and $67.2 million for the years ended March 31, 2020 and 2019, respectively. During the year ended March 31, 2019, 228,797 warrants were exercised for common units and we received proceeds of less than $0.1 million, and we repurchased 1,229,575 unvested warrants for a total purchase price of $15.0 million on April 26, 2018. 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 (the Class A Preferred Unit price), 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 (āClass B Preferred Unitsā) representing limited partner interests at a price of $25.00 per unit for net proceeds of $202.7 million (net of the underwritersā 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. At any time on or after July 1, 2022, we may redeem our Class B Preferred Units, in whole or in part, at a redemption price of $25.00 per Class B Preferred Unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Class B Preferred Units upon a change of control as defined in our partnership agreement. If we choose not to redeem the Class B Preferred Units, the Class B preferred unitholders may have the ability to convert the Class B Preferred Units to common units at the then applicable conversion rate. Class B preferred unitholders have no voting rights except with respect to certain matters set forth in our partnership agreement. Distributions on the Class B Preferred Units are payable on the 15th day of each January, April, July and October of each year to holders of record on the first day of each payment month. The initial distribution rate for the Class B Preferred Units from and including the date of original issue to, but not including, July 1, 2022 is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). On and after July 1, 2022, distributions on the Class B Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR plus a spread of 7.213%. The current distribution rate for the Class B Preferred Units is 9.00% 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 three fiscal years: Date Declared Record Date Payment Date Amount Per Unit Amount Paid to Class B (in thousands) March 19, 2018 April 2, 2018 April 16, 2018 $ 0.5625 $ 4,725 June 19, 2018 July 2, 2018 July 16, 2018 $ 0.5625 $ 4,725 September 12, 2018 October 1, 2018 October 15, 2018 $ 0.5625 $ 4,725 December 17, 2018 December 31, 2018 January 15, 2019 $ 0.5625 $ 4,725 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 September 16, 2019 October 1, 2019 October 15, 2019 $ 0.5625 $ 7,079 December 16, 2019 December 31, 2019 January 15, 2020 $ 0.5625 $ 7,079 March 16, 2020 March 31, 2020 April 15, 2020 $ 0.5625 $ 7,079 June 15, 2020 June 30, 2020 July 15, 2020 $ 0.5625 $ 7,079 September 15, 2020 September 30, 2020 October 15, 2020 $ 0.5625 $ 7,079 December 17, 2020 January 1, 2021 January 15, 2021 $ 0.5625 $ 7,079 For the quarter ended March 31, 2021, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the cumulative distribution for each Class B Preferred Unit is $0.5625. 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 (āClass C Preferred Unitsā) representing limited partner interests at a price of $25.00 per unit for net proceeds of $42.9 million (net of the underwritersā discount of $1.4 million and estimated offering costs of $0.7 million). At any time on or after April 15, 2024, we may redeem our Class C Preferred Units, in whole or in part, at a redemption price of $25.00 per Class C Preferred Unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Class C Preferred Units upon a change of control as defined in our partnership agreement. If we choose not to redeem the Class C Preferred Units, the Class C preferred unitholders may have the ability to convert the Class C Preferred Units to common units at the then applicable conversion rate. Class C preferred unitholders have no voting rights except with respect to certain matters set forth in our partnership agreement. Distributions on the Class C Preferred Units are payable on the 15th day of each January, April, July and October of each year to holders of record on the first day of each payment month. On and after April 15, 2024, distributions on the Class C Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR plus a spread of 7.384%. 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). The following table summarizes distributions declared on our Class C Preferred Units during the last two fiscal years: Amount Paid to Class C Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) June 14, 2019 July 1, 2019 July 15, 2019 $ 0.5949 $ 1,071 September 16, 2019 October 1, 2019 October 15, 2019 $ 0.6016 $ 1,083 December 16, 2019 December 31, 2019 January 15, 2020 $ 0.6016 $ 1,083 March 16, 2020 March 31, 2020 April 15, 2020 $ 0.6016 $ 1,083 June 15, 2020 June 30, 2020 July 15, 2020 $ 0.6016 $ 1,083 September 15, 2020 September 30, 2020 October 15, 2020 $ 0.6016 $ 1,083 December 17, 2020 January 1, 2021 January 15, 2021 $ 0.6016 $ 1,083 For the quarter ended March 31, 2021, we did not declare or pay distributions to the holders of the Class C Preferred Units, thus the cumulative distribution for each Class C Preferred Unit is $0.6016. Class D Preferred Units On July 2, 2019, we completed a private placement of an aggregate of 400,000 preferred units (āClass D Preferred Unitsā) and warrants exercisable to purchase an aggregate of 17,000,000 common units for an aggregate purchase price of $400.0 million. The private placement resulted in aggregate net proceeds to us of approximately $385.4 million (net of a closing fee of $14.6 million payable to affiliates of the purchasers and certain estimated expenses and expense reimbursements). We allocated the net proceeds, on a relative fair value basis, to the Class D Preferred Units ($343.7 million) and warrants ($41.7 million). Proceeds from this issuance of Class D Preferred Units were used to fund a portion of the purchase price for the Mesquite acquisition. On October 31, 2019, we completed a private placement of an aggregate of 200,000 Class D Preferred Units and warrants exercisable to purchase an aggregate of 8,500,000 common units for an aggregate purchase price of $200.0 million. The private placement resulted in aggregate net proceeds to us of approximately $194.7 million (net of a closing fee of $5.3 million payable to affiliates of the purchasers and certain estimated expenses and expense reimbursements). We allocated the net proceeds, on a relative fair value basis, to the Class D Preferred Units ($183.6 million) and warrants ($11.1 million). Proceeds from this issuance of Class D Preferred Units were used to fund a portion of the purchase price for the Hillstone acquisition (see Note 4). The holders of the Class D Preferred Units are 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 purchasersā election from time to time, a floating rate equal to the applicable three-month LIBOR, plus 7.00% per annum. The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per unit per year). The following table summarizes cash distributions declared on our Class D Preferred Units during the last two fiscal years: Amount Paid to Class D Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) October 23, 2019 November 7, 2019 November 14, 2019 $ 11.25 $ 4,450 January 23, 2020 February 7, 2020 February 14, 2020 $ 11.25 $ 6,075 April 27, 2020 May 7, 2020 May 15, 2020 $ 11.25 $ 6,868 July 23, 2020 August 6, 2020 August 14, 2020 $ 11.25 $ 6,946 October 27, 2020 November 6, 2020 November 13, 2020 $ 26.01 $ 15,608 January 20, 2021 February 5, 2021 February 12, 2021 $ 26.01 $ 15,608 For the quarter ended March 31, 2021, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the average cumulative distribution at March 31, 2021 for each Class D Preferred Unit is $26.01. The distributions for the quarters ended September 30, 2020 and December 31, 2020 include a 1.0% rate increase due to us exceeding the adjusted total leverage ratio, as defined within the Amended and Restated Partnership Agreement. The distributions paid in cash for the three months ended June 30, 2020 of $6.9 million represented 50% of the Class D Preferred Units distributions amount, as represented in the table above. In accordance with the terms of our Amended and Restated Partnership Agreement, the value of each Class D Preferred Unit automatically increased by the non-cash accretion which was approximately $6.9 million in the aggregate with respect to the distribution for the three months ended June 30, 2020. The distributions paid in cash for the year ended March 31, 2020 of $17.4 million represented 50% of the Class D Preferred Units distribution amount. In accordance with the terms of our Amended and Restated Partnership Agreement, the value of each Class D Preferred Unit automatically increased by the non-cash accretion, which was approximately $17.4 million in the aggregate with respect to the distributions for the year ended March 31, 2020. 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 Partnershipās 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 the 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 July 2, 2019 private placement are exercisable for, in the aggregate, 17,000,000 common units, of which 10,000,000 were issued with an exercise price of $17.45 per common unit (the āPremium Warrantsā), and the remaining warrants to purchase 7,000,000 common units were issued with an exercise price of $14.54 per common unit (the āPar Warrantsā). The warrants issued in the October 31, 2019 private placement are exercisable for, in the aggregate, 8,500,000 common units, of which, 5,000,000 were issued with an exercise price of $16.28 per common unit, and the remaining warrants to purchase 3,500,000 common units were issued with an exercise price of $13.56 per common unit. The warrants may be exercised from and after the first anniversary of the date of issuance. Unexercised warrants will expire on the tenth anniversary of the date of issuance. 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. 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 of the Class D Preferred Units (āPurchasersā) will have the right to designate 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 Class D 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 February 4, 2021, NGL Energy Holdings LLC executed the First Amendment to the Seventh Amended and Restated Agreement of Limited Partnership for the purpose of amending certain consent rights in relation to the Class D Preferred Units. On October 31, 2019, NGL Energy Holdings LLC executed the Seventh 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. On April 2, 2019, NGL Energy Holdings LLC executed the Fifth Amended and Restated Agreement of Limited Partnership. The preferences, rights, powers and duties of holders of the Class C Preferred Units are defined in the Amended and Restated Partnership Agreement. The Class C Preferred Units rank senior to the common units, with respect to the payment of distributions and distribution of assets upon liquidation, dissolution and winding up, and are on parity with the Class A Preferred Units (see above discussion regarding the redemption of these units) and Class B Preferred Units. The Class C Preferred Units have no stated maturity but we may redeem the Class C Preferred Units at any time on or after April 15, 2024 or upon the occurrence of a change in control. Equity-Based Incentive Compensation Our general partner has adopted a long-term incentive plan (āLTIPā), 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 through the vesting date (the āService Awardsā). 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 Service Awards during the vesting period. The following table summarizes the Service Award activity during the years ended March 31, 2021, 2020 and 2019: Unvested Service Award units at March 31, 2018 2,278,875 Units granted 3,141,993 Units vested and issued (2,833,968) Units forfeited (278,500) Unvested Service Award units at March 31, 2019 2,308,400 Units granted 2,211,431 Units vested and issued (2,938,481) Units forfeited (209,925) Unvested Service Award units at March 31, 2020 1,371,425 Units granted 7,000 Units vested and issued (892,450) Units forfeited (39,000) Unvested Service Award units at March 31, 2021 446,975 The weighted-average grant prices for March 31, 2021, 2020 and 2019 were $3.76, $12.84 and $9.74, respectively. In connection with the vesting of certain restricted units during the year ended March 31, 2021, we canceled 70,226 of the newly-vested common units in satisfaction of $0.2 million of employee tax liability paid by us. Pursuant to the terms of the LTIP, these canceled units are available for future grants under the LTIP. As of March 31, 2021, we had 446,975 unvested Service Award units which will vest during the year ended March 31, 2022. 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 years ended March 31, 2021, 2020 and 2019, we recorded compensation expense related to Service Award units of $4.7 million, $8.5 million and $12.0 million, respectively. During the year ended March 31, 2021, no units were granted as performance bonuses. Of the restricted units granted and vested during the years ended March 31, 2020 and 2019, 1,886,131 and 1,922,618 units, respectively, were granted for performance bonuses. The total amount of the bonus payment for the year ended March 31, 2020 was $24.5 million, of which we had accrued $8.7 million as of March 31, 2019. The total amount of the bonus payment for the year ended March 31, 2019 was $22.8 million, of which we had accrued $6.3 million as of March 31, 2018. As of March 31, 2021, we had estimated future expense of $1.7 million on unvested Service Award units which we expect to record during the year ended March 31, 2022. Beginning in April 2015, our general partner granted units to certain employees that vest contingent both on the continued service of the recipients through the vesting date and also on the performance of our common units relative to other entities in the Alerian MLP Index (the āIndexā) over specified periods of time (the āPerformance Awardsā). Performance was to be calculated based on the return on our common units (including changes in the market price of the common units and distributions paid during the performance period) relative to the returns on the common units of the other entities in the Index. During the three months ended December 31, 2018, the compensation committee of the board of directors of our general partner terminated the Performance Award plan and all unvested outstanding Performance Award units were canceled. Accordingly, as no replacement awards were granted, all previously unrecognized compensation cost was expensed as of the cancellation date. During the year ended March 31, 2019, we recorded compensation expense related to the cancellation of the Performance Award units of $3.1 million which was recorded within general and administrative expense in our consolidated statement of operations for the year ended March 31, 2019. The following table summarizes the Performance Award activity during the year ended March 31, 2019: Unvested Performance Award units at March 31, 2018 917,000 Units forfeited (445,500) Units canceled (471,500) Unvested Performance Award units at March 31, 2019 ā During the July 1, 2015 through June 30, 2018 performance period, the return on our common units was below the return of the 50th percentile of our peer companies in the Index. As a result, no Performance Award units vested on July 1, 2018 and Performance Award units with the July 1, 2018 vesting date are considered to be forfeited. The fair value of the Performance Awards was estimated using a Monte Carlo simulation at the grant date. The significant inputs used to calculate the fair value of these awards include (i) the price per our common units at the grant date and the beginning of the performance period, (ii) a compounded risk-free interest rate, (iii) our compounded dividend yield, (iv) our historical volatility, (v) the volatility and correlations of our peers and (vi) the remaining performance period. We recorded the expense on a straight-line basis over the period beginning with the grant date and ending with the vesting date of the tranche. During the year ended March 31, 2019, we recorded compensation expense related to Performance Award units of $4.9 million (including amounts recorded related to the cancellation of the Performance Award plan (see above)). As of March 31, 2021, there are approximately 3.3 million common units remaining available for issuance under the LTIP. Prior to the expiration of the LTIP on May 10, 2021, we granted approximately 3.3 million common units as Service Awards, which will vest in our 2022 and 2023 fiscal years. Due to the LTIP expiring, we have no common units available for grant and any current unvested Service Awards that are forfeited, canceled or expire will not be available for future grants. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsOur cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature. Commodity Derivatives The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our consolidated balance sheet at the dates indicated: March 31, 2021 March 31, 2020 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 12,312 $ (17,857) $ 64,037 $ (2,235) Level 2 measurements 37,520 (24,474) 25,217 (17,635) 49,832 (42,331) 89,254 (19,870) Netting of counterparty contracts (1) (12,648) 12,648 (2,282) 2,282 Net cash collateral provided (held) 2,660 5,543 (50,104) (370) Commodity derivatives $ 39,844 $ (24,140) $ 36,868 $ (17,958) (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 consolidated balance sheets at the dates indicated: March 31, 2021 2020 (in thousands) Prepaid expenses and other current assets $ 39,844 $ 36,868 Accrued expenses and other payables (21,562) (17,777) Other noncurrent liabilities (2,578) (181) Net commodity derivative asset $ 15,704 $ 18,910 The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At March 31, 2021: Crude oil fixed-price (1) April 2021āDecember 2023 (1,850) $ (5,414) Propane fixed-price (1) April 2021āDecember 2023 (195) 2,188 Refined products fixed-price (1) April 2021āJanuary 2022 (503) 1,928 Butane fixed-price (1) April 2021āMarch 2022 (753) (3,764) Other April 2021āJune 2022 12,563 7,501 Net cash collateral provided 8,203 Net commodity derivative asset $ 15,704 At March 31, 2020: Crude oil fixed-price (1) April 2020āDecember 2021 (2,252) $ 41,721 Propane fixed-price (1) April 2020āDecember 2021 415 (738) Refined products fixed-price (1) April 2020āJanuary 2021 (26) 27,401 Other April 2020āMarch 2022 1,000 69,384 Net cash collateral held (50,474) Net commodity derivative asset $ 18,910 (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. The following table summarizes the net (losses) gains recorded from our commodity derivatives to revenues and cost of sales in our consolidated statements of operations for the periods indicated (in thousands): Year Ended March 31, 2021 $ (83,578) 2020 $ 85,941 2019 $ 10,817 Amounts in the table above do not include net (losses) gains from our commodity derivatives related to Mid-Con, Gas Blending, TPSL and our former Retail Propane segment, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). Credit Risk We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterpartiesā financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At March 31, 2021, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our consolidated balance sheets and recognized in our net income. Interest Rate Risk The ABL Facility is variable-rate debt with interest rates that are generally indexed to the Wall Street Journal prime rate or LIBOR interest rate (or successor rate). At March 31, 2021, we had $4.0 million of outstanding borrowings under the ABL Facility at a weighted average interest rate of 5.25%. The Sawtooth credit agreement is variable-rate debt with interest rates that are generally indexed to the rate the lender announces from time to time as its prime rate or base commercial lending rate or LIBOR interest rate (or successor rate). At March 31, 2021, we had $5.0 million of outstanding borrowings under the Sawtooth credit agreement at an average interest rate of 2.36%. Fair Value of Fixed-Rate Notes The following table provides fair values estimates of our fixed-rate notes at March 31, 2021 (in thousands): Senior Secured Notes: 2026 Senior Secured Notes $ 2,114,917 Senior Unsecured Notes: 2023 Notes $ 535,817 2025 Notes $ 322,384 2026 Notes $ 287,924 For the 2026 Senior Secured Notes and Senior Unsecured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy. |
Segments
Segments | 12 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | SegmentsThe following table summarizes revenues related to our segments for the periods indicated. During the three months ended March 31, 2021, we changed the name of our Liquids and Refined Products segment to Liquids Logistics. Transactions between segments are recorded based on prices negotiated between the segments. The āCorporate and Otherā category in the table below includes certain corporate expenses that are not allocated to the reportable segments. Year Ended March 31, 2021 2020 2019 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 317,640 $ 330,877 $ 217,545 Sale of recovered crude oil 28,599 59,445 72,678 Sale of brackish non-potable water 10,554 11,676 2,404 Other service revenues 14,193 20,061 9,017 Non-Topic 606 revenues ā ā 42 Total Water Solutions revenues 370,986 422,059 301,686 Crude Oil Logistics: Topic 606 revenues Crude oil sales 1,574,699 2,383,812 3,011,355 Crude oil transportation and other 142,233 170,138 148,738 Non-Topic 606 revenues 11,355 13,991 12,598 Elimination of intersegment sales (6,651) (18,174) (36,056) Total Crude Oil Logistics revenues 1,721,636 2,549,767 3,136,635 Liquids Logistics: Topic 606 revenues Refined products sales 1,123,963 2,399,642 2,535,243 Propane sales 1,023,479 842,400 1,169,117 Butane sales 516,358 562,053 628,063 Other product sales 373,707 484,373 592,889 Service revenues 22,270 37,938 26,655 Non-Topic 606 revenues 79,442 289,713 320,798 Elimination of intersegment sales (6,073) (4,983) (23,291) Total Liquids Logistics revenues 3,133,146 4,611,136 5,249,474 Corporate and Other: Non-Topic 606 revenues 1,255 1,038 1,362 Total Corporate and Other revenues 1,255 1,038 1,362 Total revenues $ 5,227,023 $ 7,584,000 $ 8,689,157 The following table summarizes depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 7 and Note 8) and operating income (loss) by segment for the periods indicated. Year Ended March 31, 2021 2020 2019 (in thousands) Depreciation and Amortization: Water Solutions $ 222,354 $ 163,874 $ 108,162 Crude Oil Logistics 60,874 70,759 74,245 Liquids Logistics 29,503 28,279 27,034 Corporate and Other 18,469 13,936 12,233 Total depreciation and amortization $ 331,200 $ 276,848 $ 221,674 Operating Income (Loss): Water Solutions $ (92,720) $ (173,064) $ 210,525 Crude Oil Logistics (304,330) 117,768 (7,379) Liquids Logistics 70,441 142,411 9,288 Corporate and Other (64,144) (90,447) (85,706) Total operating (loss) income $ (390,753) $ (3,332) $ 126,728 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. This information below does not include goodwill by segment. Year Ended March 31, 2021 2020 2019 (in thousands) Water Solutions $ 66,649 $ 2,076,866 $ 567,637 Crude Oil Logistics 9,933 28,828 28,039 Liquids Logistics 31,172 19,753 72,717 Corporate and Other 11,953 7,968 1,819 Total $ 119,707 $ 2,133,415 $ 670,212 All of the tables above do not include amounts related to Mid-Con, Gas Blending, TPSL and our former Retail Propane segment, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated: March 31, 2021 2020 (in thousands) Long-lived assets, net: Water Solutions $ 3,104,450 $ 3,382,727 Crude Oil Logistics 1,090,578 1,567,503 Liquids Logistics (1) 626,221 654,530 Corporate and Other 44,802 33,570 Total $ 4,866,051 $ 5,638,330 (1) Includes $20.9 million and $25.9 million of non-US long-lived assets at March 31, 2021 and 2020, respectively. March 31, 2021 2020 (in thousands) Total assets: Water Solutions $ 3,204,850 $ 3,539,328 Crude Oil Logistics 1,665,005 1,886,211 Liquids Logistics (1) 1,003,370 972,684 Corporate and Other 74,116 100,513 Total $ 5,947,341 $ 6,498,736 (1) Includes $37.9 million and $37.8 million of non-US total assets at March 31, 2021 and 2020, respectively. |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Transactions with Affiliates A member of the board of directors of our general partner was an executive officer of WPX Energy, Inc. (āWPXā). 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 consolidated statement of operations). We also treat and dispose of produced water and solids received from WPX. On January 7, 2021, Devon Energy Corporation (āDevonā) acquired WPX and the member of the board of directors of our general partner has since retired from WPX/Devon. Due to his retirement, we will no longer be classifying transactions with WPX or Devon as related party transactions after December 31, 2020. SemGroup Corporation (āSemGroupā) holds ownership interests in our general partner. We sell product to and purchase product from SemGroup, and these transactions are included within revenues and cost of sales, respectively, in our consolidated statements of operations. In December 2019, Energy Transfer LP (āETā) acquired SemGroup. During the three months ended December 31, 2019, we reevaluated our related parties and determined that SemGroup/ET no longer meet the criteria to be disclosed as a related party. For the tables below, information for the year ended March 31, 2019 and six months ended September 30, 2019 have been retained but we have not disclosed any information related to transactions subsequent to September 30, 2019. The following table summarizes our related party transactions for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands) Sales to WPX $ 39,129 $ 48,222 $ 28,026 Purchases from WPX (1) $ 216,487 $ 313,578 $ 329,525 Sales to SemGroup $ 458 $ 1,114 Purchases from SemGroup $ ā $ 4,395 Sales to entities affiliated with management $ 18,402 $ 8,367 $ 21,385 Purchases from entities affiliated with management $ 1,239 $ 3,799 $ 4,382 Sales to equity method investees $ ā $ 203 $ ā Purchases from equity method investees $ 3,249 $ 2,120 $ ā (1) Amount primarily relates to purchases of crude oil under the definitive agreement we signed with WPX, as discussed further below. Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) NGL Energy Holdings LLC $ 8,245 $ 7,781 WPX ā 3,563 Entities affiliated with management 728 151 Equity method investees 462 1,439 Total $ 9,435 $ 12,934 Accounts payable to affiliates consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) WPX $ ā $ 17,039 Entities affiliated with management 12 149 Equity method investees 107 529 Total $ 119 $ 17,717 Other Related Party Transactions 2026 Senior Secured Notes and ABL Facility To complete the issuance of the 2026 Senior Secured Notes and the ABL Facility (see Note 8), we were required to receive the consent of the holders of our Class D Preferred Units, who are represented on the board of directors of our general partner. For their consent, we paid to the holders of the Class D Preferred Units $40.0 million. Acquisition of Interest in KAIR2014 LLC During the three months ended June 30, 2019, we purchased a 50% interest in an aircraft 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 year ended March 31, 2020, we purchased, in three transactions, a 2.97% interest in our general partner, NGL Energy Holdings LLC, for $3.8 million in cash and accounted for this as a deduction within limited partnersā equity in our consolidated balance sheet. We also purchased a 5.73% interest in our general partner, NGL Energy Holdings LLC, for $11.5 million in cash and accounted for this as a deduction within limited partnersā equity in our consolidated balance sheet. This interest was purchased from a fund controlled by The Energy & Minerals Group, which is represented on the board of directors of our general partner. Victory Propane, LLC On August 14, 2018, we sold our 50% interest in Victory Propane, LLC (āVictory Propaneā) to Victory Propane, LLC. As consideration, we received a promissory note in the amount of $3.4 million, which encompassed the purchase price for our 50% interest plus the outstanding balance of the loan receivable of $2.6 million as of the date of the transaction. The promissory note bears no interest and matures on July 31, 2023. We discounted the promissory note to its net present value of $2.6 million, with the amount of the reduction in the value of the promissory note recorded as a loss within loss on disposal or impairment of assets, net in our consolidated statement of operations. This was the final transaction in exiting the retail propane business and was considered to be inconsequential by management. As a result of the sale, Victory Propane is no longer considered a related party. Agreement with WPX During the three months ended June 30, 2018, we entered into a definitive agreement with WPX. Under this agreement, we agreed to provide WPX the benefit of our minimum shipping fees or deficiency credits (fees paid in previous periods that were in excess of the volumes actually shipped) totaling $67.7 million at the time of the transaction (as discussed further in Note 2), which can be utilized for volumes shipped that exceed the minimum monthly volume commitment in subsequent periods. As a result, we wrote-off these minimum shipping fees previously included within other noncurrent assets in our consolidated balance sheet (see Note 2) and recorded a loss within loss on disposal or impairment of assets, net. We also agreed that we would only ship crude oil that we are required to purchase from WPX in utilizing our allotted capacity on these pipelines and they agreed to be fully responsible to us for all deficiency payments (money due when our actual shipments are less than our allotted capacity) for the remaining term of our contract, which totaled $50.3 million at June 30, 2018 (as discussed further in Note 9). As consideration for this transaction, we paid WPX a net $35.3 million, which was recorded as a loss within loss on disposal or impairment of assets, net. Repurchase of Warrants On April 26, 2018, we repurchased outstanding warrants, as discussed further in Note 10, from funds managed by Oaktree, who were represented on the board of directors of our general partner (see Note 10). |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2021 | |
Defined Contribution Plan [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanWe have established a defined contribution 401(k)Ā plan to assist our eligible employees in saving for retirement on a tax-deferred basis. The 401(k)Ā plan permits all eligible employees to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations. For every dollar that employees contribute up to 1% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 1% and 6% of their eligible compensation (as defined in the plan). Our matching contributions vest over two years. Effective January 1, 2020, for every dollar that employees contribute up to 4% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 4% and 6% of their eligible compensation (as defined in the plan). Expenses under the plan for the years ended MarchĀ 31, 2021, 2020 and 2019 were $3.4 million, $2.3 million and $1.9 million, respectively. Expenses for matching contributions related to Mid-Con, Gas Blending, TPSL and our former Retail Propane segment have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | Revenue from Contracts with CustomersEffective 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 contractās 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 March 31, 2021. 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 Liquids Logistics segment includes $11.0 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the year ended March 31, 2021. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to allow customers to secure the right to reserve the product or storage capacity to be received or used at a later date, not to receive financing from our customers or to provide customers with financing. We report taxes collected from customers and remitted to taxing authorities, such as sales and use taxes, on a net basis. We include amounts billed to customers for shipping and handling costs in revenues in our consolidated statements of operations. Water Solutions Performance Obligations Within the Water Solutions segment, revenue is disaggregated into two primary revenue streams that include service revenue and commodity sales revenue. For contracts involving disposal services, we accept produced water and solids for disposal at our facilities. In cases where we have agreed within a contract or are required by law to remove crude oil from the produced water, the skim oil will be valued as non-cash consideration. Ordinarily, it is required that the fair value of the skim oil is to be estimated at contract inception; however, due to variability of the form of the non-cash consideration, the amount and dollar value is unknown at the contract inception date. Accordingly, ASC 606-10-32-11 allows us to value the skim oil on the date in which the value becomes known. The Water Solutions segment has certain disposal contracts that contain the following types of terms or pricing structures that involve significant judgment that impacts the determination and timing of revenue. ā¢ Minimum volume commitments. We receive a shortfall fee if the customer does not deliver a certain amount of volume of produced water over a specified period of time. At each reporting period, we make a determination as to the likelihood of earning this fee. We recognize revenue from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model). ā¢ Tiered pricing. For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e. the āreset periodā) may vary from monthly to over a period of multiple months. If the tiered pricing is based on a month, we allocate the fee to the distinct daily service to which it relates. If the tiered pricing spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise the estimate of variable consideration at each reporting date throughout each reset period. ā¢ Volume discount pricing. Volume discount pricing is a form of variable consideration whereby the customer pays for the volumes delivered on a cumulative basis. Similar to tiered pricing, the period in which the cumulative volumes are earned and settled (i.e. the āreset periodā) may vary from daily to over a period of multiple months. If the volume discount is based on a month, we allocate the fee to the distinct daily service to which it relates. If the volume discount period spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise the estimate of variable consideration at each reporting date throughout each reset period. For all of our disposal contracts within the Water Solutions segment, revenue will be recognized over time utilizing the output method based on the volume of produced water or solids we accept from the customer. For contracts that involve the sale of recovered crude oil and brackish non-potable water, we will recognize revenue at a point in time, based on when control of the product is transferred to the customer. Crude Oil Logistics Performance Obligations Within the Crude Oil Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue. For sales of commodities, we are obligated to deliver a predetermined amount of product on a month-to-month basis to our customers. For these types of agreements, revenue is recognized at a point in time based on when the product is delivered and control is transferred to the customer. For revenue received from services rendered, we are obligated to provide throughput services to move product via pipeline, truck, railcar, or marine vessel or to provide terminal maintenance services. In either case, the obligation is satisfied over time utilizing the output method based on each volume of product that is moved from the origination point to the final destination or based on the passage of time. Liquids Logistics Performance Obligations Within the Liquids Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and providing services. For commodity sales, we are obligated to deliver a specified amount of product over a specified period of time. For these types of agreements, revenue is recognized at a point in time based on when the product is delivered and control is transferred to the customer. For revenue received from services rendered, we offer a variety of services which include: (i) storage services where product is commingled; (ii) railcar transportation services; (iii) transloading services; and (iv) logistics services. We are obligated to provide these services over a predetermined period of time. All revenue from services is recognized over time utilizing the output method based on volumes stored or moved. 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 March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 111,966 2023 101,702 2024 78,241 2025 56,288 2026 17,732 Thereafter 5,667 Total $ 371,596 Many agreements are short-term in nature with a contract term of one year or less. For those contracts, we utilized the practical expedient in ASC 606-10-50 that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, for our product sales contracts, we have elected the practical expedient set out in ASC 606-10-50-14A, which states that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these agreements, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and disclosure of transaction price allocated to remaining performance obligations is not required. Under product sales contracts, the variability arises as both volume and pricing (typically index-based) are not known until the product is delivered. Contract Assets and Liabilities Amounts owed from our customers under our revenue contracts are typically billed as the service is being provided on a monthly basis and are due within 1-30 days of billing, and are classified as accounts receivable-trade on our consolidated balance sheets. Under certain of our contracts, we recognize revenues in excess of billings, referred to as contract assets, within prepaid expenses and other current assets in our consolidated balance sheets. Accounts receivable from contracts with customers are presented within accounts receivable-trade and accounts receivable-affiliates in our consolidated balance sheets. Our contract asset balances primarily relate to our underground cavern storage contracts with multi-period contracts in which the fee escalates each year and the customer provides upfront payment at the beginning of the contract period. We did not record any contract assets during this period. Under certain of our contracts we may be entitled to receive payments in advance of satisfying our performance obligations under the contract. We recognize a liability for these payments in excess of revenue recognized, referred to as deferred revenue or contract liabilities, within advance payments received from customers in our consolidated balance sheets. Our deferred revenue primarily relates to: ā¢ Prepayments. Some revenue contracts contain prepayment provisions within our Liquids Logistics segment. Revenue received related to our underground cavern storage services is received upfront at the beginning of the contract period and is deferred until services have been rendered. In some cases, we also receive prepayments from customers purchasing commodities, which allows the customer to secure the right to receive their requested volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability. ā¢ Multi-period contract in which fee escalates each subsequent year of the contract. Revenue from these contracts is recognized over time based on a weighted average of what is expected to be received over the life of the contract. As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded. ā¢ Tiered pricing and volume discount pricing. As described above, we revise the estimate of variable consideration at each reporting date throughout each reset period. As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded. ā¢ Capital reimbursements. Certain contracts in our Water Solutions segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets, such as water gathering pipelines and custody transfer points, utilized to provide services to them under the revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract. Contract Assets and Liabilities The following tables summarize the balances of our contract assets and liabilities at the dates indicated: March 31, 2021 March 31, 2020 (in thousands) Accounts receivable from contracts with customers $ 436,682 $ 372,930 Contract liabilities balance at March 31, 2020 $ 19,536 Payment received and deferred 36,861 Payment recognized in revenue (45,234) Contract liabilities balance at March 31, 2021 $ 11,163 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2021 | |
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, including amounts classified as assets and liabilities held for sale as of April 1, 2019. 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 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 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 March 31, 2021, we had operating lease right-of-use assets of $152.1 million and current and noncurrent operating lease obligations of $47.1 million and $103.6 million, respectively, on our consolidated balance sheet. At March 31, 2020, we had operating lease right-of-use assets of $180.7 million and current and noncurrent operating lease obligations of $56.8 million and $121.0 million, respectively, on our consolidated balance sheet. At March 31, 2021, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 6.88 years and 7.06%, respectively. At March 31, 2020, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 6.74 years and 6.06%, respectively. The following table summarizes the components of our lease expense for the periods indicated: Year Ended March 31, 2021 2020 (in thousands) Operating lease expense $ 69,031 $ 72,340 Variable lease expense 18,871 19,158 Short-term lease expense 1,217 799 Total lease expense $ 89,119 $ 92,297 Amounts in the table above do not include lease expense related to TPSL and Gas Blending, as these amounts have been classified within discontinued operations within our consolidated statement of operations for all periods presented (see Note 19). Rental expense relating to operating leases was $91.6 million for the year ended March 31, 2019, which does not include rental expense related to Mid-Con, Gas Blending, TPSL and our former Retail Propane segment, as these amounts have been classified within discontinued operations in our consolidated statements of operations for all periods presented (see Note 19). The following table summarizes maturities of our operating lease obligations at March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 53,842 2023 41,395 2024 26,589 2025 15,349 2026 7,406 Thereafter 50,804 Total lease payments 195,385 Less imputed interest (44,678) Total operating lease obligations $ 150,707 The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the periods indicated: Year Ended March 31, 2021 2020 (1) (in thousands) Cash paid for amounts included in the measurement of operating lease obligations $ 68,141 $ 101,678 Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 33,579 $ 598,734 (1) Amounts include the leases and activity for TPSL and Gas Blending which were sold during the year ended March 31, 2020 (see Note 19). 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 years ended March 31, 2021 and 2020, fixed rental revenue was $15.9 million and $20.4 million, which includes $2.5 million and $4.6 million of sublease revenue, respectively. The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 11,944 2023 8,959 2024 4,817 2025 690 2026 416 Thereafter 800 Total $ 27,626 |
Allowance for Current Expected
Allowance for Current Expected Credit Loss | 12 Months Ended |
Mar. 31, 2021 | |
Credit Loss [Abstract] | |
Allowance for Current Expected Credit Loss | Allowance for Current Expected Credit Loss (CECL)ASU 2016-13 requires that an allowance for expected credit losses be recognized for certain financial assets that reflects the current expected credit loss over the financial assetās contractual life. The valuation allowance considers the risk of loss, even if remote, and considers past events, current conditions and reasonable and supportable forecasts. We are exposed to credit losses primarily through sale of products and services and notes receivable from third-parties. A counterpartyās ability to pay is assessed through a credit process that considers the payment terms, the counterpartyās established credit rating or our assessment of the counterpartyās credit worthiness and other risks. We can require prepayment or collateral to mitigate credit risks. We group our financial assets into pools of counterparties with similar risk characteristics for the purpose of determining the allowance for expected credit losses. Each reporting period, we assess whether a significant change in the risk of expected credit loss has occurred. Among the quantitative and qualitative factors considered in calculating our allowance for expected credit losses are historical financial data, including write-offs and allowances, current conditions, industry risk and current credit ratings. Financial assets will be written off in whole, or in part, when practical recovery efforts have been exhausted and no reasonable expectation of recovery exists. Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance. We manage receivable pools using past due balances as a key credit quality indicator. The following table summarizes changes in our expected credit loss allowance for accounts receivable - trade for the periods indicated: Year Ended March 31, 2021 2020 (1) 2019 (1) (in thousands) Balance at beginning of year $ 4,540 $ 4,016 $ 3,851 Cumulative effect adjustment 433 ā ā Current period provision for expected credit losses 319 1,202 381 Write-offs charged against the allowance (3,100) (678) (216) Balance at end of year $ 2,192 $ 4,540 $ 4,016 (1) We adopted ASU No. 2016-13 as of April 1, 2020. The allowance reported for the years ended March 31, 2020 and 2019 has not been changed from its previous presentation. The following table summarizes changes in our expected credit loss allowance for notes receivable and other for the period indicated: Year Ended March 31, 2021 (1) (in thousands) Balance at beginning of year $ ā Cumulative effect adjustment 680 Write-offs charged against the allowance (222) Balance at end of year $ 458 (1) We adopted ASU No. 2016-13 as of April 1, 2020. An allowance had not been established for notes receivable and other prior to the adoption of ASU No. 2016-13. In addition to the provision for expected credit losses above, we also wrote off $5.7 million during the year ended March 31, 2021 as discussed in Note 18. |
Other Matters
Other Matters | 12 Months Ended |
Mar. 31, 2021 | |
Other Matters | |
Other Matters | Other Matters Third-party Loan Receivable As discussed previously in Note 2, we had an outstanding loan receivable of $26.7 million, including accrued interest, associated with our interest in the Facility that is utilized by a third party. Our loan receivable was secured by title to and a lien interest on the Facility. The third party filed a petition for bankruptcy under Chapter 11 of the bankruptcy code in July 2019, at which time we filed our Proof of Claim within the bankruptcy case. The Chapter 11 plan, as supplemented, was approved by the bankruptcy court in February 2020, pursuant to which we were expected to be paid a $26.7 million secured claim as an unimpaired creditor. After the approval of the supplemental plan, the third party attempted to negotiate with us to accept an amount less than the full amount of our claim or to take back the Facility in kind. In May 2020, we filed a motion with the bankruptcy court to compel the third party to pay us the full amount of the claim in accordance with the approved plan. The bankruptcy court ruled in May 2020 that the third party would need to either pay us the full amount of the claim or deliver the Facility to us at a destination of our reasonable choosing. On June 26, 2020, we settled our claim with the third party and agreed to receive $16.3 million, for which we released any and all claims and/or liens with respect to the Facility and transferred title of the Facility to the third party. For the remaining $10.4 million of the loan receivable, we have filed an unsecured claim within the bankruptcy. As of June 30, 2020, we wrote-off approximately $9.4 million, the portion of the unsecured claimed we have deemed uncollectible, and this amount was recorded as a loss within loss (gain) on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations. As of March 31, 2021, the remaining balance of $0.6 million, net of an allowance for an expected credit loss, is recorded within prepaid expenses and other current assets in our consolidated balance sheet. Third-party Bankruptcy During the three months ended June 30, 2020, Extraction, who is a significant shipper on our crude oil pipeline, filed a petition for bankruptcy under Chapter 11 of the bankruptcy code. Extraction has transportation contracts pursuant to which it has committed to ship crude oil on our pipeline through October 2026. As part of the bankruptcy filing, Extraction requested that the court authorize it to reject these transportation contracts, effective June 14, 2020. We disputed its ability to reject the transportation contracts, filed objections and took various other legal steps within the bankruptcy proceedings to protect the value to us of the contracts at issue. On November 2, 2020, the bankruptcy court issued a bench ruling granting Extractionās motion to reject the transportation contracts effective as of June 14, 2020. We disputed the rejection motion and appealed the bankruptcy courtās approval of the rejection of the transportation contracts. On December 21, 2020, we announced a global settlement agreement with Extraction, as it relates to Extractionās emergence from bankruptcy, which occurred on January 21, 2021. Among other consideration, the global settlement agreement provides for the following: (i) a new long-term supply agreement, which includes a significant acreage dedication in the DJ Basin, and retains Extractionās crude oil volumes for shipping on our Grand Mesa Pipeline; (ii) a new rate structure under the supply agreement which is based on calendar month average New York Mercantile Exchange (āNYMEXā) prices with an agreed upon differential plus an increase in the rate when those NYMEX prices exceed $50.00 per barrel; and (iii) the receipt of $35.0 million from Extraction as a liquidated payment for our unsecured claims, which was received on January 21, 2021. Due to entering into a new supply agreement and withdrawing our appeal of the rejection of our transportation contract, we determined that the customer commitment intangible asset related to one of the transportation contracts was impaired as of December 31, 2020. We recorded an impairment charge of $145.8 million , which was calculated as the difference between the carrying value of the intangible asset of $180.8 million and the $35.0 million received from Extraction. We recorded the impairment charge within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2021 . We also determined, as a result of these transactions, that it was more likely than not, that the fair value of our Crude Oil Logistics reporting unit was less than its carrying value and assessed goodwill for impairment, which resulted in an impairment charge of $237.8 million . See Note 6 for a further discussion of the impairment of goodwill. Extraction continued to utilize, during the bankruptcy period, the services under the transportation contracts by nominating and delivering barrels to be shipped on our pipeline. During the three months ended September 30, 2020, Extraction paid us for the barrels that have actually been shipped, but did not pay for the difference between the minimum volume commitment specified under the contracts and the actual volumes shipped (ādeficiency volumesā). The amount owed by Extraction related to the deficiency volumes is $5.7 million. Following our global settlement, we deemed this amount uncollectible and wrote off the entire amount to bad debt expense within our consolidated statement of operations during the year ended March 31, 2021. Extraction also has a water disposal contract with our Water Solutions segment whereby we dispose of its produced water for a fee. On August 10, 2020, they filed a motion with the bankruptcy court to also reject our water disposal contract but subsequently filed a motion to remove that contract from the list of contracts it was asking the court for permission to reject. Since the filing of the bankruptcy petition, Extraction continued, and has continued after emerging from bankruptcy, to utilize the services under the water disposal contract. We received payment for all prepetition services and they are current on all of its post-filing date receivables. Sale of Certain Assets During the three months ended December 31, 2020, we sold certain permits, land and a saltwater disposal facility to WaterBridge Resources LLC for total proceeds of $43.2 million, of which $0.3 million remains held back until satisfaction of certain conditions. We recorded a gain of $14.0 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2021 . Sale of South Pecos Water Disposal Business On February 28, 2019, we completed the sale of our South Pecos water disposal business to a subsidiary of WaterBridge Resources LLC for $232.2 million in net cash proceeds and recorded a gain on disposal of $107.9 million during the year ended March 31, 2019. This gain is reported within loss on disposal or impairment of assets, net in our consolidated statement of operations. These operations include: (i) nine saltwater disposal facilities, (ii) all disposal agreements, commercial, surface and other contracts related to those facilities, (iii) pipelines connected to the facilities and (iv) several disposal permits. All of the assets sold in this transaction are located near the town of Pecos, Texas in southern Reeves and Ward counties. As part of this transaction, WaterBridge Resources LLC also has the option to acquire additional land and permits once the permitting process has been completed. During the year ended March 31, 2020, WaterBridge Resources LLC acquired two additional permits and we received proceeds of $15.0 million and recorded a gain of $14.5 million. This gain is reported within loss on disposal or impairment of assets, net in our consolidated statement of operations. As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Water Solutions segment have not been classified as discontinued operations. Sale of Bakken Saltwater Disposal Business On November 30, 2018, we completed the sale of NGL Water Solutions Bakken, LLC to an affiliate of Tallgrass Energy, LP for $85.0 million in net cash proceeds and recorded a gain on disposal of $33.4 million during the year ended March 31, 2019 within loss on disposal or impairment of assets, net in our consolidated statement of operations. These operations include five saltwater disposal wells located in McKenzie and Dunn Counties, North Dakota. As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Water Solutions segment have not been classified as discontinued operations. Sale of E Energy Adams, LLC On May 3, 2018, we sold our approximately 20% interest in E Energy Adams, LLC for net proceeds of $18.6 million and recorded a gain on disposal of $3.0 million during the year ended March 31, 2019 within loss on disposal or impairment of assets, net in our consolidated statement of operations. Sawtooth Joint Venture As previously reported, on March 30, 2018, we formed a joint venture with Magnum Liquids, LLC, a portfolio company of Haddington Ventures LLC, along with Magnum Development, LLC and other Haddington-sponsored investment entities (collectively āMagnumā) t o focus on the storage of natural gas liquids and refined products by combining our Sawtooth salt dome storage facility with Magnumās refined products rights and adjacent leasehold. At that time, Magnum acquired an approximately 28.5% interest in Sawtooth from us . Magnum had an option to acquire our remaining 71.5% interest in Sawtooth for an additional $182.4 million by March 31, 2021, which was not exercised. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations As previously disclosed, on July 10, 2018, we completed the sale of virtually all of our remaining Retail Propane segment to Superior Plus Corp. (āSuperiorā) for total consideration of $889.8 million in cash and on August 14, 2018, we sold our interest in Victory Propane (see Note 13). On September 30, 2019, we completed the sale of TPSL to Trajectory Acquisition Company, LLC for total consideration of $233.8 million , including equity consideration, inventory and net working capital. On January 3, 2020, we completed the sale of our refined products business in the mid-continent region of the United States (āMid-Conā) to a third-party. On March 30, 2020, we completed the sale of our gas blending business in the southeastern and eastern regions of the United States (āGas Blendingā) to another third-party. As the sale of each of these businesses represented strategic shifts, the results of operations and cash flows related to these businesses are classified as discontinued operations for all periods presented. The following table summarizes the results of operations from discontinued operations for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands) Revenues $ 16,198 $ 12,186,862 $ 15,398,608 Cost of sales 16,556 12,193,307 15,338,614 Operating expenses 290 6,997 37,348 General and administrative expense ā 56 2,716 Depreciation and amortization ā 749 9,593 Loss (gain) on disposal or impairment of assets, net (1) 1,174 203,990 (407,608) Operating (loss) income from discontinued operations (1,822) (218,237) 417,945 Equity in earnings of unconsolidated entities ā ā 1,183 Interest expense ā (111) (126) Other income, net ā 133 837 (Loss) income from discontinued operations before taxes (2) (1,822) (218,215) 419,839 Income tax benefit (expense) 53 (20) (989) (Loss) income from discontinued operations, net of tax $ (1,769) $ (218,235) $ 418,850 (1) Amount for the year ended March 31, 2021 includes a loss of $1.0 million on the sale of Gas Blending and $0.2 million on the sale of TPSL. Amount for the year ended March 31, 2020 includes a loss of $182.1 million on the sale of TPSL, a loss of $6.3 million on the sale of Mid-Con, a loss of $14.5 million on the sale of Gas Blending and a loss of $1.0 million on the sale of virtually all of our remaining Retail Propane segment to Superior on July 10, 2018. Amount for the year ended March 31, 2019 includes a gain of $408.9 million on the sale of virtually all of our remaining Retail Propane segment to Superior on July 10, 2018, partially offset by a loss of $1.3 million on the sale of a portion of our Retail Propane segment to DCC LPG on March 30, 2018 related to a working capital adjustment. (2) Amount for the year ended March 31, 2019 includes a loss attributable to redeemable noncontrolling interests of $0.4 million. Continuing Involvement As of March 31, 2021, we have commitments to sell up to 3.2 million gallons of propane, valued at $3.8 million (based on the contract price) to Superior and DCC, the purchasers of our former Retail Propane segment, through December 2021. During the year ended March 31, 2021, we received a combined $52.3 million from Superior and DCC for propane sold to them during the period. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (āGAAPā). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. Critical estimates we make in the preparation of our consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in 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: ā¢ Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date. ā¢ 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. ā¢ Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability. |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our consolidated balance sheets except for certain 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 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 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. |
Cost of Sales | Cost of Sales We include all costs we incur to acquire products, including the costs of purchasing, terminaling, and transporting inventory, prior to delivery to our customers, in cost of sales. Cost of sales excludes depreciation of our property, plant and equipment. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization in our consolidated statements of operations includes all depreciation of our property, plant and equipment and amortization of intangible assets other than debt issuance costs, for which the amortization is recorded |
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 partnerās 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. Our fiscal years 2017 to 2020 generally remain subject to examination by federal, state, and Canadian tax authorities. We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in income in the period that includes the enactment date. A publicly traded partnership is required to generate at least 90% of its gross income (as defined for federal income tax purposes) from certain qualifying sources. Income generated by our taxable corporate subsidiaries is excluded from this qualifying income calculation. Although we routinely generate income outside of our corporate subsidiaries that is non-qualifying, we believe that at least 90% of our gross income has been qualifying income for each of the calendar years since our IPO. We have a deferred tax liability of $45.8 million and $56.4 million at March 31, 2021 and 2020, respectively, as a result of acquiring corporations in connection with certain of our acquisitions (see Note 4), which is included within other noncurrent liabilities in our consolidated balance sheets. 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 during the year ended March 31, 2021 was $4.7 million with an effective tax rate of 39.7%. The deferred tax benefit recorded during the year ended March 31, 2020 was $2.9 million with an effective tax rate of 27.8%. We evaluate uncertain tax positions for recognition and measurement in the consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the consolidated financial statements. We had no material uncertain tax positions that required recognition in our consolidated financial statements at March 31, 2021 or 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand and time deposits, and funds invested in highly liquid instruments with maturities of three months or less at the date of purchase. At times, certain account balances may exceed federally insured limits. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customerās creditworthiness as well as general economic conditions. See Note 17 for a further discussion of our allowance for expected credit losses. We execute netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a netting agreement is in place and we intend to settle on a net basis. |
Inventories | Inventories Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. Under the equity method, we do not report the individual assets and liabilities of these entities on our consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the net assets of the investee. We consider distributions received from unconsolidated entities which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and are classified as operating activities in our consolidated statements of cash flows. We consider distributions received from unconsolidated entities in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and are classified as investing activities in our consolidated statements of cash flows. |
Property, Plant and Equipment | Property, Plant and Equipment We record property, plant and equipment at cost, less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 5). |
Intangible Assets | Intangible Assets Our intangible assets include contracts and arrangements acquired in business combinations, including customer relationships, customer commitments, pipeline capacity rights, rights-of-way and easements, water rights, executory contracts and other agreements, covenants not to compete, and trade names. In addition, we capitalize certain debt issuance costs associated with the Revolving Credit Facility (as defined herein), ABL Facility (as defined herein) and the Sawtooth Caverns, LLC (āSawtoothā) credit agreement. We amortize the majority of our intangible assets on a straight-line basis over the estimated useful lives of the assets (see Note 7). We amortize debt issuance costs over the terms of the related debt using a method that approximates the effective interest method. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate the carrying value of our long-lived assets (property, plant and equipment and amortizable intangible assets) for potential impairment when events and circumstances warrant such a review. A long-lived asset group is considered impaired when the anticipated undiscounted future cash flows from the use and eventual disposition of the asset group is less than its carrying value. In that event, we recognize a loss equal to the amount by which the carrying value exceeds the fair value of the asset group. When we cease to use an acquired trade name, we test the trade name for impairment using the relief from royalty method and we begin amortizing the trade name over its estimated useful life as a defensive asset. See Note 5 and Note 7 for a further discussion of long-lived asset impairments recognized in the consolidated statements of operations. We evaluate our equity method investments for impairment when we believe the current fair value may be less than the carrying amount and record an impairment if we believe the decline in value is other than temporary. |
Goodwill | Goodwill Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Business combinations are accounted for using the āacquisition methodā (see Note 4). We expect that all of our goodwill at March 31, 2021 is deductible for federal income tax purposes. Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant. To perform this assessment, we first consider qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit exceeds its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit does not exceed its carrying amount, we calculate the fair value for the reporting unit and compare the amount to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered to be impaired and the goodwill balance is reduced by the difference between the fair value and carrying amount of the reporting unit. Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly affect the outcome of the analysis. The estimates and assumptions we used in the annual goodwill impairment assessment included market participant considerations and future forecasted operating results. Changes in operating results and other assumptions could materially affect these estimates. See Note 6 for a further discussion and analysis of our goodwill impairment assessment. |
Product Exchanges | Product Exchanges Quantities of products receivable or returnable under exchange agreements are reported within prepaid expenses and other current assets and within accrued expenses and other payables in our consolidated balance sheets. We estimate the value of product exchange assets and liabilities based on the weighted-average cost basis of the inventory we have delivered or will deliver on the exchange, plus or minus location differentials. |
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 holderās proportionate share of the subsidiariesā earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. |
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 and 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 (as described above). 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. Also, as discussed in Note 4, we made certain adjustments during the year ended March 31, 2021 to our estimates of the acquisition date fair values of the assets acquired and liabilities assumed in business combinations that occurred during the year ended March 31, 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2020, the Securities and Exchange Commission (āSECā) issued a Final Rule, āManagementās Discussion and Analysis, Selected Financial Data, and Supplementary Financial Informationā, to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K. The Final Rule eliminates Regulation S-K, Item 301. Selected Financial Data, streamlines the requirements in Item 302. Supplementary Financial Information, and updates certain requirements in Item 303. Managementās Discussion and Analysis of Financial Condition and Results of Operations. The guidance is effective for fiscal periods ending on or after August 9, 2021, although early adoption is permitted if an entity complies with an amended Item in its entirety. Effective March 31, 2021, we adopted a portion of this guidance by electing to comply with guidance related to Item 301, which eliminated the Selected Financial Data, and Item 302, which allowed us to eliminate the Quarterly Financial Data from this filing. In August 2020, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) No. 2020-06, āDebt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entityās Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entityās Own Equity.ā This ASU (i) simplifies an issuerās accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separate accounting for embedded conversion features, (ii) amends diluted earnings per share calculations for convertible instruments by requiring the use of the if-converted method and (iii) simplifies the settlement assessment entities are required to perform on contracts that can potentially settle in an entityās own equity by removing certain requirements. This guidance is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the effect that this guidance will have on our financial position, results of operations and cash flows. In March 2020, the SEC issued āFinancial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrantās Securitiesā, which amends the disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X. The amendment simplifies the disclosure requirements and permits the amended disclosures to be provided outside the footnotes in audited annual or unaudited interim consolidated financial statements in all filings. The guidance is effective for the Partnership for fiscal periods ending after January 4, 2021, although early adoption is permitted. We adopted this guidance effective April 1, 2020 and elected to include the required summarized financial information in āItem 7. Managementās Discussion and Analysis of Financial Condition and Results of Operations āLiquidity, Sources of Capital and Capital Resource Activitiesā Guarantor Summarized Financial Information .ā In March 2020, the FASB issued ASU 2020-04, āReference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.ā The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance is effective prospectively upon issuance through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of this ASU. We are currently evaluating the effect that this guidance will have on our financial position, results of operations and cash flows. In June 2016, the FASB issued ASU No. 2016-13, āFinancial Instruments-Credit Losses.ā 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 trade 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. We adopted ASU No. 2016-13 on April 1, 2020, using the modified retrospective approach with a cumulative effect adjustment of $1.1 million to opening equity at the beginning of the period of adoption. See Note 17 for a further discussion of the impact of the adoption of this ASU on our consolidated financial statements. |
Commitment and Contingencies (P
Commitment and Contingencies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Asset Retirement Obligation | 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. |
Equity (Policies)
Equity (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
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) | 12 Months Ended |
Mar. 31, 2021 | |
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 contractās 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 March 31, 2021. 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 Liquids Logistics segment includes $11.0 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the year ended March 31, 2021. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to allow customers to secure the right to reserve the product or storage capacity to be received or used at a later date, not to receive financing from our customers or to provide customers with financing. We report taxes collected from customers and remitted to taxing authorities, such as sales and use taxes, on a net basis. We include amounts billed to customers for shipping and handling costs in revenues in our consolidated statements of operations. Water Solutions Performance Obligations Within the Water Solutions segment, revenue is disaggregated into two primary revenue streams that include service revenue and commodity sales revenue. For contracts involving disposal services, we accept produced water and solids for disposal at our facilities. In cases where we have agreed within a contract or are required by law to remove crude oil from the produced water, the skim oil will be valued as non-cash consideration. Ordinarily, it is required that the fair value of the skim oil is to be estimated at contract inception; however, due to variability of the form of the non-cash consideration, the amount and dollar value is unknown at the contract inception date. Accordingly, ASC 606-10-32-11 allows us to value the skim oil on the date in which the value becomes known. The Water Solutions segment has certain disposal contracts that contain the following types of terms or pricing structures that involve significant judgment that impacts the determination and timing of revenue. ā¢ Minimum volume commitments. We receive a shortfall fee if the customer does not deliver a certain amount of volume of produced water over a specified period of time. At each reporting period, we make a determination as to the likelihood of earning this fee. We recognize revenue from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model). ā¢ Tiered pricing. For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e. the āreset periodā) may vary from monthly to over a period of multiple months. If the tiered pricing is based on a month, we allocate the fee to the distinct daily service to which it relates. If the tiered pricing spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise the estimate of variable consideration at each reporting date throughout each reset period. ā¢ Volume discount pricing. Volume discount pricing is a form of variable consideration whereby the customer pays for the volumes delivered on a cumulative basis. Similar to tiered pricing, the period in which the cumulative volumes are earned and settled (i.e. the āreset periodā) may vary from daily to over a period of multiple months. If the volume discount is based on a month, we allocate the fee to the distinct daily service to which it relates. If the volume discount period spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise the estimate of variable consideration at each reporting date throughout each reset period. For all of our disposal contracts within the Water Solutions segment, revenue will be recognized over time utilizing the output method based on the volume of produced water or solids we accept from the customer. For contracts that involve the sale of recovered crude oil and brackish non-potable water, we will recognize revenue at a point in time, based on when control of the product is transferred to the customer. Crude Oil Logistics Performance Obligations Within the Crude Oil Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and service revenue. For sales of commodities, we are obligated to deliver a predetermined amount of product on a month-to-month basis to our customers. For these types of agreements, revenue is recognized at a point in time based on when the product is delivered and control is transferred to the customer. For revenue received from services rendered, we are obligated to provide throughput services to move product via pipeline, truck, railcar, or marine vessel or to provide terminal maintenance services. In either case, the obligation is satisfied over time utilizing the output method based on each volume of product that is moved from the origination point to the final destination or based on the passage of time. Liquids Logistics Performance Obligations Within the Liquids Logistics segment, revenue is disaggregated into two primary revenue streams that include revenue from the sale of commodities and providing services. For commodity sales, we are obligated to deliver a specified amount of product over a specified period of time. For these types of agreements, revenue is recognized at a point in time based on when the product is delivered and control is transferred to the customer. For revenue received from services rendered, we offer a variety of services which include: (i) storage services where product is commingled; (ii) railcar transportation services; (iii) transloading services; and (iv) logistics services. We are obligated to provide these services over a predetermined period of time. All revenue from services is recognized over time utilizing the output method based on volumes stored or moved. Remaining Performance Obligations |
Leases (Policies)
Leases (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
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 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 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. 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. |
Allowance for Current Expecte_2
Allowance for Current Expected Credit Loss (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Credit Loss [Abstract] | |
Allowance for expected credit loss | ASU 2016-13 requires that an allowance for expected credit losses be recognized for certain financial assets that reflects the current expected credit loss over the financial assetās contractual life. The valuation allowance considers the risk of loss, even if remote, and considers past events, current conditions and reasonable and supportable forecasts. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) Crude oil $ 64,916 $ 18,201 Propane 45,521 25,163 Butane 19,189 9,619 Biodiesel 16,169 8,195 Ethanol 3,056 1,834 Diesel 2,252 2,414 Other 7,364 4,208 Total $ 158,467 $ 69,634 |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: Ownership March 31, Entity Segment Interest (1) Date Acquired 2021 2020 (in thousands) Water services and land company Water Solutions 50% November 2019 $ 15,832 $ 16,607 Water services and land company Water Solutions 50% November 2019 2,284 2,092 Water services and land company Water Solutions 10% November 2019 3,254 3,384 Aircraft company (2) Corporate and Other 50% June 2019 748 447 Water services company Water Solutions 50% August 2018 424 449 Natural gas liquids terminal company Liquids Logistics 50% March 2019 177 203 Total $ 22,719 $ 23,182 (1) Ownership interest percentages are at March 31, 2021. (2) This is an investment with a related party. See Note 13 for a further discussion. |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) Loan receivable (1) $ 2,962 $ 5,374 Line fill (2) 28,110 25,763 Minimum shipping fees - pipeline commitments (3) 13,171 17,443 Other 6,490 14,557 Total $ 50,733 $ 63,137 (1) Amounts at March 31, 2021 and 2020 represent the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party. In addition, the amount at March 31, 2020 represents the noncurrent portion of a loan receivable associated with our interest in the construction of a natural gas liquids loading/unloading facility (the āFacilityā) that is utilized by a third party. The third party filed for Chapter 11 bankruptcy in July 2019. For a further discussion, see Note 18. (2) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2021, line fill consisted of 423,978 barrels of crude oil. At March 31, 2020, 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). During the three months ended March 31, 2020, we recorded an impairment of $7.7 million primarily due to adjusting the cost basis of pipeline line fill to the market price of propane as of March 31, 2020. (3) Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for one contract with a crude oil pipeline operator. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9). As of March 31, 2021, the deficiency credit was $17.4 million, of which $4.2 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) Accrued interest $ 56,299 $ 39,803 Accrued compensation and benefits 41,456 29,990 Derivative liabilities 21,562 17,777 Excise and other tax liabilities 10,970 9,941 Contingent consideration liability (1) 3,083 102,419 Product exchange liabilities 1,188 1,687 Other 35,842 30,445 Total $ 170,400 $ 232,062 |
(Loss) Income Per Common Unit (
(Loss) Income Per Common Unit (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Earnings Per Unit [Abstract] | |
Schedule of (loss) income per common unit | Our (loss) income per common unit is as follows for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands, except unit and per unit amounts) Loss from continuing operations $ (637,418) $ (180,545) $ (79,455) Less: Continuing operations (income) loss attributable to noncontrolling interests (632) 1,773 20,206 Net loss from continuing operations attributable to NGL Energy Partners LP (638,050) (178,772) (59,249) Less: Distributions to preferred unitholders (1)(2) (93,364) (188,734) (111,936) Less: Continuing operations net loss allocated to general partner (3) 731 260 32 Net loss from continuing operations allocated to common unitholders $ (730,683) $ (367,246) $ (171,153) (Loss) income from discontinued operations, net of tax $ (1,769) $ (218,235) $ 418,850 Less: Discontinued operations loss attributable to redeemable noncontrolling interests ā ā 446 Less: Discontinued operations net loss (income) allocated to general partner (3) 2 218 (419) Net (loss) income from discontinued operations allocated to common unitholders $ (1,767) $ (218,017) $ 418,877 Net (loss) income allocated to common unitholders $ (732,450) $ (585,263) $ 247,724 Basic (loss) income per common unit Loss from continuing operations $ (5.67) $ (2.88) $ (1.39) (Loss) income from discontinued operations, net of tax $ (0.01) $ (1.71) $ 3.41 Net (loss) income $ (5.68) $ (4.59) $ 2.01 Diluted (loss) income per common unit Loss from continuing operations $ (5.67) $ (2.88) $ (1.39) (Loss) income from discontinued operations, net of tax $ (0.01) $ (1.71) $ 3.41 Net (loss) income $ (5.68) $ (4.59) $ 2.01 Basic weighted average common units outstanding 128,980,823 127,411,908 123,017,064 Diluted weighted average common units outstanding 128,980,823 127,411,908 123,017,064 (1) This amount includes distributions to preferred unitholders. The final accretion for the beneficial conversion of the 10.75% Class A Preferred Units (as defined herein) and the excess of the 10.75% Class A Preferred Units repurchase price over the carrying value of the units, as discussed further in Note 10, are included in the year ended March 31, 2020. (2) Includes cumulative dividends for the quarter ended March 31, 2021 which were earning but not declared or paid (see Note 10). (3) Net loss (income) allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights. |
Schedule of weighted average number of common units | The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Year Ended March 31, 2021 2020 2019 Weighted average common units outstanding during the period: Common units - Basic 128,980,823 127,411,908 123,017,064 Common units - Diluted 128,980,823 127,411,908 123,017,064 For the years ended March 31, 2021, 2020 and 2019, all potential common units or convertible securities were considered antidilutive. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Our property, plant and equipment consists of the following at the dates indicated: Estimated March 31, Description Useful Lives 2021 2020 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 319,554 $ 314,694 Pipeline and related facilities 30 - 40 264,405 244,751 Vehicles and railcars 3 - 25 126,088 123,937 Water treatment facilities and equipment 3 - 30 1,930,437 1,525,859 Crude oil tanks and related equipment 2 - 30 238,924 234,143 Barges and towboats 5 - 30 137,386 125,162 Information technology equipment 3 - 7 50,220 34,261 Buildings and leasehold improvements 3 - 40 165,679 151,690 Land 100,352 91,446 Tank bottoms and line fill (1) 20,237 20,346 Other 3 - 20 15,054 14,627 Construction in progress 114,796 499,707 3,483,132 3,380,623 Accumulated depreciation (776,279) (529,068) Net property, plant and equipment $ 2,706,853 $ 2,851,555 (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: Year Ended March 31, 2021 2020 2019 (in thousands) Depreciation expense $ 190,204 $ 132,791 $ 101,515 Capitalized interest expense $ 2,778 $ 650 $ 482 Amounts in the table above do not include depreciation expense and capitalized interest related to TransMontaigne Product Services, LLC (āTPSLā) and our former Retail Propane segment, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). |
Schedule of (gain) loss on disposal or impairment of assets | We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statement of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands) Water Solutions $ 36,492 $ 22,491 $ 3,067 Crude Oil Logistics 1,766 36 3,489 Liquids Logistics 3,350 (30) 993 Corporate 228 ā ā Total $ 41,836 $ 22,497 $ 7,549 During the year ended March 31, 2021, the following transactions were recorded within our Water Solutions segment: ā¢ An impairment charge of $30.6 million to write down the value of an asset group due to a decline in producer activity, resulting in lower disposal volumes. See Note 7 for a discussion of the impairment of intangible assets within this asset group. ā¢ An impairment charge of $11.9 million to write down the value of certain inactive saltwater disposal facilities that we do not expect to bring back online. ā¢ A net loss of $6.7 million related to write-down or write off of certain assets, including facilities damaged by lightning strikes and abandoned projects, and the sale of certain other miscellaneous assets. ā¢ A gain of $12.8 million related to the sale of certain permits, land and a saltwater disposal facility (see Note 18). During the year ended March 31, 2020, the following transactions were recorded within our Water Solutions segment: ā¢ An impairment charge of $13.5 million to write down the value of certain inactive saltwater disposal facilities. ā¢ A net loss of $9.0 million related to write-down or write off of certain assets, including abandoned projects, and the sale of certain other miscellaneous assets. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill by segment | The following table summarizes changes in goodwill by segment for the periods indicated (in thousands): Water Crude Oil Liquids Logistics Total (in thousands) Balances at March 31, 2019 $ 410,139 $ 579,846 $ 120,471 $ 1,110,456 Revisions to acquisition accounting 4,755 ā (2,103) 2,652 Acquisitions 129,764 ā 715 130,479 Impairment (250,000) ā ā (250,000) Balances at March 31, 2020 294,658 579,846 119,083 993,587 Revisions to acquisition accounting (Note 4) (11,348) ā ā (11,348) Impairment ā (237,800) ā (237,800) Balances at March 31, 2021 $ 283,310 $ 342,046 $ 119,083 $ 744,439 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: March 31, 2021 March 31, 2020 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 3 - 30 $ 1,318,638 $ (450,639) $ 867,999 $ 1,435,573 $ (445,250) $ 990,323 Customer commitments 10 - 25 192,000 (13,440) 178,560 502,000 (111,677) 390,323 Pipeline capacity rights 30 7,799 (1,907) 5,892 7,799 (1,647) 6,152 Rights-of-way and easements 1 - 45 90,703 (9,270) 81,433 89,476 (6,506) 82,970 Water rights 13 - 30 100,369 (14,454) 85,915 100,937 (8,441) 92,496 Executory contracts and other agreements 5 - 30 48,709 (21,300) 27,409 48,570 (18,210) 30,360 Non-compete agreements 2 - 24 12,100 (6,102) 5,998 12,723 (4,735) 7,988 Debt issuance costs (1) 2 - 5 9,558 (406) 9,152 44,051 (34,983) 9,068 Total amortizable 1,779,876 (517,518) 1,262,358 2,241,129 (631,449) 1,609,680 Non-amortizable: Trade names 255 ā 255 2,800 ā 2,800 Total $ 1,780,131 $ (517,518) $ 1,262,613 $ 2,243,929 $ (631,449) $ 1,612,480 (1) Includes debt issuance costs related to the ABL Facility (as defined herein), Revolving Credit Facility (as defined herein) and the Sawtooth credit agreement. Debt issuance costs related to fixed-rate notes, Bridge Term Credit Agreement (as defined herein) and Term Credit Agreement (as defined herein) 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: March 31, 2021 March 31, 2020 Description Amortizable Lives Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 3 - 30 $ 1,318,638 $ (450,639) $ 867,999 $ 1,435,573 $ (445,250) $ 990,323 Customer commitments 10 - 25 192,000 (13,440) 178,560 502,000 (111,677) 390,323 Pipeline capacity rights 30 7,799 (1,907) 5,892 7,799 (1,647) 6,152 Rights-of-way and easements 1 - 45 90,703 (9,270) 81,433 89,476 (6,506) 82,970 Water rights 13 - 30 100,369 (14,454) 85,915 100,937 (8,441) 92,496 Executory contracts and other agreements 5 - 30 48,709 (21,300) 27,409 48,570 (18,210) 30,360 Non-compete agreements 2 - 24 12,100 (6,102) 5,998 12,723 (4,735) 7,988 Debt issuance costs (1) 2 - 5 9,558 (406) 9,152 44,051 (34,983) 9,068 Total amortizable 1,779,876 (517,518) 1,262,358 2,241,129 (631,449) 1,609,680 Non-amortizable: Trade names 255 ā 255 2,800 ā 2,800 Total $ 1,780,131 $ (517,518) $ 1,262,613 $ 2,243,929 $ (631,449) $ 1,612,480 (1) Includes debt issuance costs related to the ABL Facility (as defined herein), Revolving Credit Facility (as defined herein) and the Sawtooth credit agreement. Debt issuance costs related to fixed-rate notes, Bridge Term Credit Agreement (as defined herein) and Term Credit Agreement (as defined herein) 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: Year Ended March 31, Recorded In 2021 2020 2019 (in thousands) Depreciation and amortization $ 127,023 $ 132,521 $ 110,458 Cost of sales 307 349 486 Interest expense 5,572 5,462 4,928 Operating expenses 247 286 ā Total $ 133,149 $ 138,618 $ 115,872 Amounts in the table above do not include amortization expense related to TPSL and our former Retail Propane segment, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). |
Schedule of expected amortization of intangible assets | Expected amortization of our intangible assets is as follows (in thousands): Year Ending March 31, 2022 $ 96,206 2023 78,510 2024 72,308 2025 67,807 2026 66,413 Thereafter 881,114 Total $ 1,262,358 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Long-Term Debt | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: March 31, 2021 March 31, 2020 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (ā2026 Senior Secured Notesā) $ 2,050,000 $ (44,246) $ 2,005,754 $ ā $ ā $ ā Asset-based revolving credit facility 4,000 ā 4,000 ā ā ā Senior unsecured notes: 7.500% Notes due 2023 (ā2023 Notesā) 555,251 (3,564) 551,687 607,323 (5,405) 601,918 6.125% Notes due 2025 (ā2025 Notesā) 380,020 (3,297) 376,723 387,320 (4,217) 383,103 7.500% Notes due 2026 (ā2026 Notesā) 338,402 (4,378) 334,024 450,000 (6,975) 443,025 Revolving credit facility: Expansion capital borrowings ā ā ā 1,120,000 ā 1,120,000 Working capital borrowings ā ā ā 350,000 ā 350,000 Bridge term credit agreement ā ā ā 250,000 (3,198) 246,802 Other long-term debt 49,095 (70) 49,025 4,683 ā 4,683 3,376,768 (55,555) 3,321,213 3,169,326 (19,795) 3,149,531 Less: Current maturities 2,183 ā 2,183 4,683 ā 4,683 Long-term debt $ 3,374,585 $ (55,555) $ 3,319,030 $ 3,164,643 $ (19,795) $ 3,144,848 (1) Debt issuance costs related to the ABL Facility, the Sawtooth credit agreement (included in other long-term debt) and the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at March 31, 2021: Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other Total (in thousands) 2022 $ ā $ ā $ ā $ 2,184 $ 2,184 2023 ā ā ā 7,585 7,585 2024 ā ā 555,251 2,816 558,067 2025 ā ā 380,020 3,068 383,088 2026 2,050,000 4,000 ā 3,343 2,057,343 Thereafter ā ā 338,402 30,099 368,501 Total $ 2,050,000 $ 4,000 $ 1,273,673 $ 49,095 $ 3,376,768 |
Schedule of future amortization expense of debt issuance costs | Expected amortization of debt issuance costs is as follows (in thousands): Year Ending March 31, 2022 $ 12,247 2023 12,247 2024 11,677 2025 10,802 2026 8,529 Thereafter 53 Total $ 55,555 |
Redemptions | Senior unsecured notes | |
Long-Term Debt | |
Schedule of repurchases | The following table summarizes redemptions of Senior Unsecured Notes for the period indicated: Year Ended March 31, 2019 (in thousands) 2019 Notes (1) Notes redeemed $ 328,005 Cash paid (excluding payments of accrued interest) $ 329,719 Loss on early extinguishment of debt $ (2,113) 2021 Notes (2) Notes redeemed $ 367,048 Cash paid (excluding payments of accrued interest) $ 373,358 Loss on early extinguishment of debt $ (10,130) (1) On March 15, 2019, we redeemed all of the remaining outstanding 2019 Notes. Loss on the early extinguishment of debt for the 2019 Notes during the year ended March 31, 2019 is inclusive of the write off of debt issuance costs of $0.4 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (2) On October 16, 2018, we redeemed all of the remaining outstanding 2021 Notes. Loss on the early extinguishment of debt for the 2021 Notes during the year ended March 31, 2019 is inclusive of the write off of debt issuance costs of $3.8 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. |
Repurchases | Senior unsecured notes | |
Long-Term Debt | |
Schedule of repurchases | The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands) 2019 Notes Notes repurchased $ ā $ ā $ 25,419 Cash paid (excluding payments of accrued interest) $ ā $ ā $ 25,406 Loss on early extinguishment of debt (1) $ ā $ ā $ (34) 2023 Notes Notes repurchased $ 52,072 $ ā $ 8,624 Cash paid (excluding payments of accrued interest) $ 33,566 $ ā $ 8,575 Gain (loss) on early extinguishment of debt (2) $ 18,096 $ ā $ (63) 2025 Notes Notes repurchased $ 7,300 $ 1,815 $ ā Cash paid (excluding payments of accrued interest) $ 3,647 $ 454 $ ā Gain on early extinguishment of debt (3) $ 3,575 $ 1,341 $ ā 2026 Notes Notes repurchased $ 111,598 $ ā $ ā Cash paid (excluding payments of accrued interest) $ 78,583 $ ā $ ā Gain on early extinguishment of debt (4) $ 31,463 $ ā $ ā (1) Loss on early extinguishment of debt for the 2019 Notes during the year ended March 31, 2019 is inclusive of the write off of debt issuance costs of less than $0.1 million. The loss is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. (2) Gain (loss) on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2021 and 2019 is inclusive of the write off of debt issuance costs of $0.4 million and $0.1 million, respectively. The gain (loss) is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statements of operations. (3) Gain on early extinguishment of debt for the 2025 Notes during the years ended March 31, 2021 and 2020 is inclusive of the write off of debt issuance costs of $0.1 million and less than $0.1 million, respectively. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statements of operations. (4) Gain on early extinguishment of debt for the 2026 Notes during the year ended March 31, 2021 is inclusive of the write off of debt issuance costs of $1.6 million. The gain is reported within (loss) gain on early extinguishment of liabilities, net within our consolidated statement of operations. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of change in asset retirement obligation | The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our consolidated balance sheets (in thousands): Balance at March 31, 2019 $ 9,723 Liabilities incurred 1,643 Liabilities assumed in acquisitions 6,642 Liabilities settled (658) Accretion expense 1,066 Balance at March 31, 2020 18,416 Liabilities incurred 7,952 Liabilities associated with disposed assets (1) (22) Accretion expense 1,733 Balance at March 31, 2021 $ 28,079 (1) This amount relates to the sale of certain permits, land and a saltwater disposal facility (se e Note 18 ). |
Schedule of future minimum payments under contractual commitments | The following table summarizes future minimum payments under these agreements at March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 10,074 2023 4,568 2024 4,568 2025 74 2026 55 Thereafter 275 Total $ 19,614 |
Schedule of future minimum payments under pipeline capacity agreements | The following table summarizes future minimum throughput payments under these agreements at March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 35,314 2023 35,314 2024 35,410 2025 30,897 Total $ 136,935 |
Schedule of outstanding purchase commitments | At March 31, 2021, we had the following commodity purchase commitments (in thousands): Crude Oil (1) Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Purchase Commitments: 2022 $ 93,285 1,515 $ 12,705 21,936 2023 ā ā 819 1,260 Total $ 93,285 1,515 $ 13,524 23,196 Index-Price Commodity Purchase Commitments: 2022 $ 3,038,806 54,413 $ 848,891 1,094,967 2023 1,835,567 35,588 2,848 4,774 2024 1,715,198 34,775 ā ā 2025 1,532,174 31,938 ā ā 2026 938,787 20,263 ā ā Total $ 9,060,532 176,977 $ 851,739 1,099,741 (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 sales commitments | At March 31, 2021, we had the following commodity sale commitments (in thousands): Crude Oil Natural Gas Liquids Value Volume Value Volume Fixed-Price Commodity Sale Commitments: 2022 $ 93,464 1,515 $ 36,731 45,827 2023 ā ā 2,568 3,640 Total $ 93,464 1,515 $ 39,299 49,467 Index-Price Commodity Sale Commitments: 2022 $ 3,147,543 54,634 $ 546,242 558,346 2023 1,106,564 20,988 1,686 2,088 2024 1,058,526 21,045 ā ā 2025 1,024,037 20,988 ā ā 2026 484,326 10,242 ā ā Total $ 6,820,996 127,897 $ 547,928 560,434 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our common units during the last three fiscal years: Date Declared Record Date Payment Date Amount Amount Paid to Amount Paid to (in thousands) (in thousands) April 24, 2018 May 7, 2018 May 15, 2018 $ 0.3900 $ 47,374 $ 82 July 24, 2018 August 8, 2018 August 14, 2018 $ 0.3900 $ 47,600 $ 82 October 23, 2018 November 8, 2018 November 14, 2018 $ 0.3900 $ 48,260 $ 83 January 22, 2019 February 6, 2019 February 14, 2019 $ 0.3900 $ 48,373 $ 83 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 $ 49,217 $ 85 October 23, 2019 November 7, 2019 November 14, 2019 $ 0.3900 $ 49,936 $ 86 January 23, 2020 February 7, 2020 February 14, 2020 $ 0.3900 $ 50,056 $ 86 April 27, 2020 May 7, 2020 May 15, 2020 $ 0.2000 $ 25,754 $ 26 July 23, 2020 August 6, 2020 August 14, 2020 $ 0.2000 $ 25,754 $ 26 October 27, 2020 November 6, 2020 November 13, 2020 $ 0.1000 $ 12,877 $ 13 |
Service awards | |
Equity | |
Schedule of award activity | The following table summarizes the Service Award activity during the years ended March 31, 2021, 2020 and 2019: Unvested Service Award units at March 31, 2018 2,278,875 Units granted 3,141,993 Units vested and issued (2,833,968) Units forfeited (278,500) Unvested Service Award units at March 31, 2019 2,308,400 Units granted 2,211,431 Units vested and issued (2,938,481) Units forfeited (209,925) Unvested Service Award units at March 31, 2020 1,371,425 Units granted 7,000 Units vested and issued (892,450) Units forfeited (39,000) Unvested Service Award units at March 31, 2021 446,975 |
Performance awards | |
Equity | |
Schedule of award activity | The following table summarizes the Performance Award activity during the year ended March 31, 2019: Unvested Performance Award units at March 31, 2018 917,000 Units forfeited (445,500) Units canceled (471,500) Unvested Performance Award units at March 31, 2019 ā |
Class A Convertible Preferred Units | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our Class A Preferred Units during the last two fiscal years: Date Declared Payment Date Amount Paid to Class A (in thousands) April 24, 2018 May 15, 2018 $ 6,449 July 24, 2018 August 14, 2018 $ 6,449 October 23, 2018 November 14, 2018 $ 6,449 January 22, 2019 February 14, 2019 $ 6,449 April 24, 2019 May 10, 2019 $ 4,034 |
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 three fiscal years: Date Declared Record Date Payment Date Amount Per Unit Amount Paid to Class B (in thousands) March 19, 2018 April 2, 2018 April 16, 2018 $ 0.5625 $ 4,725 June 19, 2018 July 2, 2018 July 16, 2018 $ 0.5625 $ 4,725 September 12, 2018 October 1, 2018 October 15, 2018 $ 0.5625 $ 4,725 December 17, 2018 December 31, 2018 January 15, 2019 $ 0.5625 $ 4,725 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 September 16, 2019 October 1, 2019 October 15, 2019 $ 0.5625 $ 7,079 December 16, 2019 December 31, 2019 January 15, 2020 $ 0.5625 $ 7,079 March 16, 2020 March 31, 2020 April 15, 2020 $ 0.5625 $ 7,079 June 15, 2020 June 30, 2020 July 15, 2020 $ 0.5625 $ 7,079 September 15, 2020 September 30, 2020 October 15, 2020 $ 0.5625 $ 7,079 December 17, 2020 January 1, 2021 January 15, 2021 $ 0.5625 $ 7,079 |
Class C Perpetual Preferred Units | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our Class C Preferred Units during the last two fiscal years: Amount Paid to Class C Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) June 14, 2019 July 1, 2019 July 15, 2019 $ 0.5949 $ 1,071 September 16, 2019 October 1, 2019 October 15, 2019 $ 0.6016 $ 1,083 December 16, 2019 December 31, 2019 January 15, 2020 $ 0.6016 $ 1,083 March 16, 2020 March 31, 2020 April 15, 2020 $ 0.6016 $ 1,083 June 15, 2020 June 30, 2020 July 15, 2020 $ 0.6016 $ 1,083 September 15, 2020 September 30, 2020 October 15, 2020 $ 0.6016 $ 1,083 December 17, 2020 January 1, 2021 January 15, 2021 $ 0.6016 $ 1,083 |
Class D Preferred Units | |
Equity | |
Schedule of distributions declared | The following table summarizes cash distributions declared on our Class D Preferred Units during the last two fiscal years: Amount Paid to Class D Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) October 23, 2019 November 7, 2019 November 14, 2019 $ 11.25 $ 4,450 January 23, 2020 February 7, 2020 February 14, 2020 $ 11.25 $ 6,075 April 27, 2020 May 7, 2020 May 15, 2020 $ 11.25 $ 6,868 July 23, 2020 August 6, 2020 August 14, 2020 $ 11.25 $ 6,946 October 27, 2020 November 6, 2020 November 13, 2020 $ 26.01 $ 15,608 January 20, 2021 February 5, 2021 February 12, 2021 $ 26.01 $ 15,608 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value measurements of assets and liabilities | The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our consolidated balance sheet at the dates indicated: March 31, 2021 March 31, 2020 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 12,312 $ (17,857) $ 64,037 $ (2,235) Level 2 measurements 37,520 (24,474) 25,217 (17,635) 49,832 (42,331) 89,254 (19,870) Netting of counterparty contracts (1) (12,648) 12,648 (2,282) 2,282 Net cash collateral provided (held) 2,660 5,543 (50,104) (370) Commodity derivatives $ 39,844 $ (24,140) $ 36,868 $ (17,958) (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 consolidated balance sheets | The following table summarizes the accounts that include our commodity derivative assets and liabilities in our consolidated balance sheets at the dates indicated: March 31, 2021 2020 (in thousands) Prepaid expenses and other current assets $ 39,844 $ 36,868 Accrued expenses and other payables (21,562) (17,777) Other noncurrent liabilities (2,578) (181) Net commodity derivative asset $ 15,704 $ 18,910 |
Schedule of open commodity derivative contract positions | The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At March 31, 2021: Crude oil fixed-price (1) April 2021āDecember 2023 (1,850) $ (5,414) Propane fixed-price (1) April 2021āDecember 2023 (195) 2,188 Refined products fixed-price (1) April 2021āJanuary 2022 (503) 1,928 Butane fixed-price (1) April 2021āMarch 2022 (753) (3,764) Other April 2021āJune 2022 12,563 7,501 Net cash collateral provided 8,203 Net commodity derivative asset $ 15,704 At March 31, 2020: Crude oil fixed-price (1) April 2020āDecember 2021 (2,252) $ 41,721 Propane fixed-price (1) April 2020āDecember 2021 415 (738) Refined products fixed-price (1) April 2020āJanuary 2021 (26) 27,401 Other April 2020āMarch 2022 1,000 69,384 Net cash collateral held (50,474) Net commodity derivative asset $ 18,910 |
Schedule of net (losses) gains from commodity derivatives | The following table summarizes the net (losses) gains recorded from our commodity derivatives to revenues and cost of sales in our consolidated statements of operations for the periods indicated (in thousands): Year Ended March 31, 2021 $ (83,578) 2020 $ 85,941 2019 $ 10,817 Amounts in the table above do not include net (losses) gains from our commodity derivatives related to Mid-Con, Gas Blending, TPSL and our former Retail Propane segment, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair values estimates of our fixed-rate notes at March 31, 2021 (in thousands): Senior Secured Notes: 2026 Senior Secured Notes $ 2,114,917 Senior Unsecured Notes: 2023 Notes $ 535,817 2025 Notes $ 322,384 2026 Notes $ 287,924 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of certain information related to results of operations by segment | The following table summarizes revenues related to our segments for the periods indicated. During the three months ended March 31, 2021, we changed the name of our Liquids and Refined Products segment to Liquids Logistics. Transactions between segments are recorded based on prices negotiated between the segments. The āCorporate and Otherā category in the table below includes certain corporate expenses that are not allocated to the reportable segments. Year Ended March 31, 2021 2020 2019 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 317,640 $ 330,877 $ 217,545 Sale of recovered crude oil 28,599 59,445 72,678 Sale of brackish non-potable water 10,554 11,676 2,404 Other service revenues 14,193 20,061 9,017 Non-Topic 606 revenues ā ā 42 Total Water Solutions revenues 370,986 422,059 301,686 Crude Oil Logistics: Topic 606 revenues Crude oil sales 1,574,699 2,383,812 3,011,355 Crude oil transportation and other 142,233 170,138 148,738 Non-Topic 606 revenues 11,355 13,991 12,598 Elimination of intersegment sales (6,651) (18,174) (36,056) Total Crude Oil Logistics revenues 1,721,636 2,549,767 3,136,635 Liquids Logistics: Topic 606 revenues Refined products sales 1,123,963 2,399,642 2,535,243 Propane sales 1,023,479 842,400 1,169,117 Butane sales 516,358 562,053 628,063 Other product sales 373,707 484,373 592,889 Service revenues 22,270 37,938 26,655 Non-Topic 606 revenues 79,442 289,713 320,798 Elimination of intersegment sales (6,073) (4,983) (23,291) Total Liquids Logistics revenues 3,133,146 4,611,136 5,249,474 Corporate and Other: Non-Topic 606 revenues 1,255 1,038 1,362 Total Corporate and Other revenues 1,255 1,038 1,362 Total revenues $ 5,227,023 $ 7,584,000 $ 8,689,157 The following table summarizes depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 7 and Note 8) and operating income (loss) by segment for the periods indicated. Year Ended March 31, 2021 2020 2019 (in thousands) Depreciation and Amortization: Water Solutions $ 222,354 $ 163,874 $ 108,162 Crude Oil Logistics 60,874 70,759 74,245 Liquids Logistics 29,503 28,279 27,034 Corporate and Other 18,469 13,936 12,233 Total depreciation and amortization $ 331,200 $ 276,848 $ 221,674 Operating Income (Loss): Water Solutions $ (92,720) $ (173,064) $ 210,525 Crude Oil Logistics (304,330) 117,768 (7,379) Liquids Logistics 70,441 142,411 9,288 Corporate and Other (64,144) (90,447) (85,706) Total operating (loss) income $ (390,753) $ (3,332) $ 126,728 |
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. This information below does not include goodwill by segment. Year Ended March 31, 2021 2020 2019 (in thousands) Water Solutions $ 66,649 $ 2,076,866 $ 567,637 Crude Oil Logistics 9,933 28,828 28,039 Liquids Logistics 31,172 19,753 72,717 Corporate and Other 11,953 7,968 1,819 Total $ 119,707 $ 2,133,415 $ 670,212 All of the tables above do not include amounts related to Mid-Con, Gas Blending, TPSL and our former Retail Propane segment, as these amounts have been classified as discontinued operations within our consolidated statements of operations for all periods presented (see Note 19). |
Schedule of long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment | The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated: March 31, 2021 2020 (in thousands) Long-lived assets, net: Water Solutions $ 3,104,450 $ 3,382,727 Crude Oil Logistics 1,090,578 1,567,503 Liquids Logistics (1) 626,221 654,530 Corporate and Other 44,802 33,570 Total $ 4,866,051 $ 5,638,330 (1) Includes $20.9 million and $25.9 million of non-US long-lived assets at March 31, 2021 and 2020, respectively. March 31, 2021 2020 (in thousands) Total assets: Water Solutions $ 3,204,850 $ 3,539,328 Crude Oil Logistics 1,665,005 1,886,211 Liquids Logistics (1) 1,003,370 972,684 Corporate and Other 74,116 100,513 Total $ 5,947,341 $ 6,498,736 (1) Includes $37.9 million and $37.8 million of non-US total assets at March 31, 2021 and 2020, respectively. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of purchase and sales transactions of products and services | The following table summarizes our related party transactions for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands) Sales to WPX $ 39,129 $ 48,222 $ 28,026 Purchases from WPX (1) $ 216,487 $ 313,578 $ 329,525 Sales to SemGroup $ 458 $ 1,114 Purchases from SemGroup $ ā $ 4,395 Sales to entities affiliated with management $ 18,402 $ 8,367 $ 21,385 Purchases from entities affiliated with management $ 1,239 $ 3,799 $ 4,382 Sales to equity method investees $ ā $ 203 $ ā Purchases from equity method investees $ 3,249 $ 2,120 $ ā |
Schedule of accounts receivable from affiliates | Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) NGL Energy Holdings LLC $ 8,245 $ 7,781 WPX ā 3,563 Entities affiliated with management 728 151 Equity method investees 462 1,439 Total $ 9,435 $ 12,934 |
Schedule of accounts payable to affiliates | Accounts payable to affiliates consist of the following at the dates indicated: March 31, 2021 2020 (in thousands) WPX $ ā $ 17,039 Entities affiliated with management 12 149 Equity method investees 107 529 Total $ 119 $ 17,717 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of amount and timing of remaining performance obligations | The following table summarizes the amount and timing of revenue recognition for such contracts at March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 111,966 2023 101,702 2024 78,241 2025 56,288 2026 17,732 Thereafter 5,667 Total $ 371,596 |
Schedule of contract assets and liabilities | The following tables summarize the balances of our contract assets and liabilities at the dates indicated: March 31, 2021 March 31, 2020 (in thousands) Accounts receivable from contracts with customers $ 436,682 $ 372,930 Contract liabilities balance at March 31, 2020 $ 19,536 Payment received and deferred 36,861 Payment recognized in revenue (45,234) Contract liabilities balance at March 31, 2021 $ 11,163 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of components for lease expense | The following table summarizes the components of our lease expense for the periods indicated: Year Ended March 31, 2021 2020 (in thousands) Operating lease expense $ 69,031 $ 72,340 Variable lease expense 18,871 19,158 Short-term lease expense 1,217 799 Total lease expense $ 89,119 $ 92,297 Amounts in the table above do not include lease expense related to TPSL and Gas Blending, as these amounts have been classified within discontinued operations within our consolidated statement of operations for all periods presented (see Note 19). |
Schedule of maturities of operating lease obligations | The following table summarizes maturities of our operating lease obligations at March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 53,842 2023 41,395 2024 26,589 2025 15,349 2026 7,406 Thereafter 50,804 Total lease payments 195,385 Less imputed interest (44,678) Total operating lease obligations $ 150,707 |
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 periods indicated: Year Ended March 31, 2021 2020 (1) (in thousands) Cash paid for amounts included in the measurement of operating lease obligations $ 68,141 $ 101,678 Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 33,579 $ 598,734 (1) Amounts include the leases and activity for TPSL and Gas Blending which were sold during the year ended March 31, 2020 (see Note 19). |
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 March 31, 2021 (in thousands): Year Ending March 31, 2022 $ 11,944 2023 8,959 2024 4,817 2025 690 2026 416 Thereafter 800 Total $ 27,626 |
Allowance for Current Expecte_3
Allowance for Current Expected Credit Loss (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Credit Loss [Abstract] | |
Schedule of allowance for expected credit losses for accounts receivable - trade | The following table summarizes changes in our expected credit loss allowance for accounts receivable - trade for the periods indicated: Year Ended March 31, 2021 2020 (1) 2019 (1) (in thousands) Balance at beginning of year $ 4,540 $ 4,016 $ 3,851 Cumulative effect adjustment 433 ā ā Current period provision for expected credit losses 319 1,202 381 Write-offs charged against the allowance (3,100) (678) (216) Balance at end of year $ 2,192 $ 4,540 $ 4,016 (1) We adopted ASU No. 2016-13 as of April 1, 2020. The allowance reported for the years ended March 31, 2020 and 2019 has not been changed from its previous presentation. |
Schedule of allowance for expected credit losses for notes receivable and other | The following table summarizes changes in our expected credit loss allowance for notes receivable and other for the period indicated: Year Ended March 31, 2021 (1) (in thousands) Balance at beginning of year $ ā Cumulative effect adjustment 680 Write-offs charged against the allowance (222) Balance at end of year $ 458 (1) We adopted ASU No. 2016-13 as of April 1, 2020. An allowance had not been established for notes receivable and other prior to the adoption of ASU No. 2016-13. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of results of operations of discontinued operations | The following table summarizes the results of operations from discontinued operations for the periods indicated: Year Ended March 31, 2021 2020 2019 (in thousands) Revenues $ 16,198 $ 12,186,862 $ 15,398,608 Cost of sales 16,556 12,193,307 15,338,614 Operating expenses 290 6,997 37,348 General and administrative expense ā 56 2,716 Depreciation and amortization ā 749 9,593 Loss (gain) on disposal or impairment of assets, net (1) 1,174 203,990 (407,608) Operating (loss) income from discontinued operations (1,822) (218,237) 417,945 Equity in earnings of unconsolidated entities ā ā 1,183 Interest expense ā (111) (126) Other income, net ā 133 837 (Loss) income from discontinued operations before taxes (2) (1,822) (218,215) 419,839 Income tax benefit (expense) 53 (20) (989) (Loss) income from discontinued operations, net of tax $ (1,769) $ (218,235) $ 418,850 (1) Amount for the year ended March 31, 2021 includes a loss of $1.0 million on the sale of Gas Blending and $0.2 million on the sale of TPSL. Amount for the year ended March 31, 2020 includes a loss of $182.1 million on the sale of TPSL, a loss of $6.3 million on the sale of Mid-Con, a loss of $14.5 million on the sale of Gas Blending and a loss of $1.0 million on the sale of virtually all of our remaining Retail Propane segment to Superior on July 10, 2018. Amount for the year ended March 31, 2019 includes a gain of $408.9 million on the sale of virtually all of our remaining Retail Propane segment to Superior on July 10, 2018, partially offset by a loss of $1.3 million on the sale of a portion of our Retail Propane segment to DCC LPG on March 30, 2018 related to a working capital adjustment. (2) Amount for the year ended March 31, 2019 includes a loss attributable to redeemable noncontrolling interests of $0.4 million. |
Nature of Operations and Orga_2
Nature of Operations and Organization (Details) | Mar. 31, 2021 |
Liquids Logistics | |
Business Acquisition | |
Number of owned terminals | 28 |
Significant Accounting Polici_4
Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Minimum percentage of qualifying income of non-taxable subsidiaries | 90.00% | |
Deferred tax liability | $ 45.8 | $ 56.4 |
Deferred tax benefit | $ 4.7 | $ 2.9 |
Effective tax rate | 39.70% | 27.80% |
Significant Accounting Polici_5
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Inventories | ||
Crude oil | $ 64,916 | $ 18,201 |
Propane | 45,521 | 25,163 |
Butane | 19,189 | 9,619 |
Biodiesel | 16,169 | 8,195 |
Ethanol | 3,056 | 1,834 |
Diesel | 2,252 | 2,414 |
Other | 7,364 | 4,208 |
Total | $ 158,467 | $ 69,634 |
Significant Accounting Polici_6
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2018 |
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% | ||
Carrying value | $ 22,719 | $ 23,182 | |
Cumulative earnings from unconsolidated entities | 5,100 | ||
Cumulative distributions receivedĀ from unconsolidated entities | $ 6,800 | ||
Water Services and Land Company No. 1 | Water solutions | Operating segment | |||
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% | ||
Carrying value | $ 15,832 | 16,607 | |
Water Services and Land Company No. 2 | Water solutions | Operating segment | |||
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% | ||
Carrying value | $ 2,284 | 2,092 | |
Water Services and Land Company No. 3 | Water solutions | Operating segment | |||
Investments in Unconsolidated Entities | |||
Ownership interest | 10.00% | ||
Carrying value | $ 3,254 | 3,384 | |
Aircraft Company | Corporate and Other | Operating segment | |||
Investments in Unconsolidated Entities | |||
Carrying value | $ 748 | 447 | |
Water Services Company | Water solutions | Operating segment | |||
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% | ||
Carrying value | $ 424 | 449 | |
Natural Gas Liquids Terminal Company | Liquids Logistics | Operating segment | |||
Investments in Unconsolidated Entities | |||
Ownership interest | 50.00% | ||
Carrying value | $ 177 | $ 203 | |
KAIR2014 LLC | Aircraft 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 | |
Mar. 31, 2020USD ($)bbl | Mar. 31, 2021USD ($)bbl | |
Other Assets, Noncurrent [Abstract] | ||
Loan receivable | $ 5,374 | $ 2,962 |
Line fill | 25,763 | 28,110 |
Minimum shipping fees - pipeline commitments, noncurrent | 17,443 | 13,171 |
Other | 14,557 | 6,490 |
Total | $ 63,137 | $ 50,733 |
Other Noncurrent Assets | ||
Number of contracts | 1 | |
Minimum shipping fees - pipeline commitments, total | $ 17,400 | |
Minimum shipping fees - pipeline commitments, current | $ 4,200 | |
Crude oil | ||
Other Noncurrent Assets | ||
Number of barrels of product | bbl | 335,069 | 423,978 |
Propane sales | ||
Other Noncurrent Assets | ||
Number of barrels of product | bbl | 262,000 | |
Line fill impairment | $ 7,700 |
Significant Accounting Polici_8
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Accounting Policies [Abstract] | ||
Accrued interest | $ 56,299 | $ 39,803 |
Accrued compensation and benefits | 41,456 | 29,990 |
Derivative liabilities | 21,562 | 17,777 |
Excise and other tax liabilities | 10,970 | 9,941 |
Contingent consideration liability (1) | 3,083 | 102,419 |
Product exchange liabilities | 1,188 | 1,687 |
Other | 35,842 | 30,445 |
Total | 170,400 | $ 232,062 |
Mesquite | ||
Business Acquisition | ||
Total contingent consideration liability | $ 100,000 |
Significant Accounting Polici_9
Significant Accounting Policies - Recent Accounting Pronouncements (Details) $ in Millions | Apr. 01, 2020USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Cumulative effect adjustment for adoption of ASU 2016-13 | $ 1.1 |
(Loss) Income Per Common Unit_2
(Loss) Income Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
(Loss) Income Per Common Unit | ||||
Loss from continuing operations | $ (637,418) | $ (180,545) | $ (79,455) | |
Less: Continuing operations (income) loss attributable to noncontrolling interests | (632) | 1,773 | 20,206 | |
Net loss from continuing operations attributable to NGL Energy Partners LP | (638,050) | (178,772) | (59,249) | |
Less: Distributions to preferred unitholders (1)(2) | (93,364) | (188,734) | (111,936) | |
Less: Continuing operations net loss allocated to general partner (3) | 731 | 260 | 32 | |
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (730,683) | (367,246) | (171,153) | |
(Loss) income from discontinued operations, net of tax | (1,769) | (218,235) | 418,850 | |
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | 0 | 0 | 446 | |
Less: Discontinued operations net loss (income) allocated to general partner (3) | 2 | 218 | (419) | |
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (1,767) | (218,017) | 418,877 | |
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (732,450) | $ (585,263) | $ 247,724 | |
BASIC (LOSS) INCOME PER COMMON UNIT | ||||
Loss from continuing operations | $ (5.67) | $ (2.88) | $ (1.39) | |
(Loss) income from discontinued operations, net of tax | (0.01) | (1.71) | 3.41 | |
Net (Loss) Income | (5.68) | (4.59) | 2.01 | |
DILUTED (LOSS) INCOME PER COMMON UNIT | ||||
Loss from continuing operations | (5.67) | (2.88) | (1.39) | |
(Loss) income from discontinued operations, net of tax | (0.01) | (1.71) | 3.41 | |
Net (Loss) Income | $ (5.68) | $ (4.59) | $ 2.01 | |
Basic weighted average common units outstanding (in units) | 128,980,823 | 127,411,908 | 123,017,064 | |
Diluted weighted average common units outstanding (in units) | 128,980,823 | 127,411,908 | 123,017,064 | |
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | ||||
DILUTED (LOSS) INCOME PER COMMON UNIT | ||||
Preferred units dividend rate | 10.75% | |||
Common units | ||||
BASIC (LOSS) INCOME PER COMMON UNIT | ||||
Loss from continuing operations | $ (5.67) | $ (2.88) | $ (1.39) | |
(Loss) income from discontinued operations, net of tax | (0.01) | (1.71) | 3.41 | |
Net (Loss) Income | (5.68) | (4.59) | 2.01 | |
DILUTED (LOSS) INCOME PER COMMON UNIT | ||||
Loss from continuing operations | (5.67) | (2.88) | (1.39) | |
(Loss) income from discontinued operations, net of tax | (0.01) | (1.71) | 3.41 | |
Net (Loss) Income | $ (5.68) | $ (4.59) | $ 2.01 | |
Basic weighted average common units outstanding (in units) | 128,980,823 | 127,411,908 | 123,017,064 | |
Diluted weighted average common units outstanding (in units) | 128,980,823 | 127,411,908 | 123,017,064 |
Acquisitions - Kalkaska (Detail
Acquisitions - Kalkaska (Details) $ in Millions | 1 Months Ended |
Mar. 31, 2021USD ($) | |
Business Combinations [Abstract] | |
Number of miles of pipeline acquired | 225 |
Payments to acquire assets | $ 18.2 |
Acquisitions - Hillstone (Detai
Acquisitions - Hillstone (Details) - Hillstone $ in Millions | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Business Acquisition | |
Purchase accounting adjustment, current assets | $ (0.7) |
Purchase accounting adjustment, current liabilities | (5.1) |
Purchase accounting adjustment, deferred tax liabilities | (6) |
Purchase price decrease | $ (0.9) |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 3,483,132 | $ 3,380,623 | |
Accumulated depreciation | (776,279) | (529,068) | |
Net property, plant and equipment | 2,706,853 | 2,851,555 | |
Depreciation expense | 190,204 | 132,791 | $ 101,515 |
Capitalized interest expense | 2,778 | 650 | 482 |
(Gain) loss on sales and write-downs of certain assets | 41,836 | 22,497 | 7,549 |
Gain on disposal or impairment of assets, net | (475,436) | (261,786) | (34,296) |
Water solutions | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 36,492 | 22,491 | 3,067 |
Asset impairment charges | 30,600 | ||
Gain on disposal or impairment of assets, net | (12,800) | ||
Water solutions | Inactive saltwater disposal facilities | |||
Property, Plant and Equipment | |||
Asset impairment charges | 11,900 | 13,500 | |
Water solutions | Write down of certain water assets | |||
Property, Plant and Equipment | |||
Asset impairment charges | 6,700 | 9,000 | |
Crude oil logistics | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 1,766 | 36 | 3,489 |
Liquids Logistics | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 3,350 | (30) | 993 |
Corporate and Other | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 228 | 0 | $ 0 |
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 319,554 | 314,694 | |
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 | $ 264,405 | 244,751 | |
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 | ||
Vehicles and railcars | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 126,088 | 123,937 | |
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 | $ 1,930,437 | 1,525,859 | |
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 | $ 238,924 | 234,143 | |
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 | $ 137,386 | 125,162 | |
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 | $ 50,220 | 34,261 | |
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 | $ 165,679 | 151,690 | |
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 | $ 100,352 | 91,446 | |
Tank bottoms and line fill | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | 20,237 | 20,346 | |
Other | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 15,054 | 14,627 | |
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 | $ 114,796 | $ 499,707 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill at the beginning of the period | $ 993,587 | $ 1,110,456 | ||
Revisions to acquisition accounting (Note 4) | (11,348) | 2,652 | ||
Acquisitions | 130,479 | |||
Impairment | (237,800) | (250,000) | ||
Goodwill at the end of the period | $ 993,587 | $ 1,110,456 | 744,439 | 993,587 |
Water solutions | ||||
Goodwill [Roll Forward] | ||||
Goodwill at the beginning of the period | 294,658 | 410,139 | ||
Revisions to acquisition accounting (Note 4) | (11,348) | 4,755 | ||
Acquisitions | 129,764 | |||
Impairment | (250,000) | (250,000) | ||
Goodwill at the end of the period | 294,658 | 410,139 | 283,310 | 294,658 |
Crude oil logistics | ||||
Goodwill [Roll Forward] | ||||
Goodwill at the beginning of the period | 579,846 | 579,846 | ||
Impairment | (237,800) | |||
Goodwill at the end of the period | 579,846 | 579,846 | 342,046 | 579,846 |
Liquids Logistics | ||||
Goodwill [Roll Forward] | ||||
Goodwill at the beginning of the period | 119,083 | 120,471 | ||
Revisions to acquisition accounting (Note 4) | (2,103) | |||
Acquisitions | 715 | |||
Impairment | (66,200) | |||
Goodwill at the end of the period | $ 119,083 | $ 120,471 | $ 119,083 | $ 119,083 |
Goodwill Impairment (Details)
Goodwill Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 01, 2020 | Jan. 01, 2019 | |
Goodwill | |||||
Goodwill impairment | $ 237,800 | $ 250,000 | |||
Water solutions | |||||
Goodwill | |||||
Reporting unit percentage of fair value above carrying amount | 3.00% | ||||
Reporting unit, percentage of fair value below carrying amount | 7.30% | ||||
Goodwill impairment | $ 250,000 | $ 250,000 | |||
Crude oil logistics | |||||
Goodwill | |||||
Reporting unit, percentage of fair value below carrying amount | 17.00% | ||||
Goodwill impairment | $ 237,800 | ||||
Sawtooth | |||||
Goodwill | |||||
Reporting unit, percentage of fair value below carrying amount | 35.20% | ||||
Goodwill, impairment test, assumed per year increase in rental fees | 7.00% | ||||
Goodwill, impairment test, discount rate | 13.10% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Amortizable | ||
Finite-lived intangible assets, gross | $ 1,779,876 | $ 2,241,129 |
Accumulated amortization | (517,518) | (631,449) |
Total | 1,262,358 | 1,609,680 |
Gross carrying amount of intangible assets | 1,780,131 | 2,243,929 |
INTANGIBLE ASSETS, net of accumulated amortization | $ 1,262,613 | 1,612,480 |
Weighted average remaining amortization period for intangible assets | 20 years 8 months 12 days | |
Trade names | ||
Non-Amortizable | ||
Indefinite-lived intangible assets | $ 255 | 2,800 |
Trade names | Water solutions | ||
Non-Amortizable | ||
Intangible asset impairment, indefinite-lived | 2,500 | |
Customer relationships | ||
Amortizable | ||
Finite-lived intangible assets, gross | 1,318,638 | 1,435,573 |
Accumulated amortization | (450,639) | (445,250) |
Total | 867,999 | 990,323 |
Customer relationships | Water solutions | ||
Amortizable | ||
Intangible asset impairment | $ 39,200 | |
Customer relationships | Minimum | ||
Amortizable | ||
Amortizable life | 3 years | |
Customer relationships | Maximum | ||
Amortizable | ||
Amortizable life | 30 years | |
Customer commitments | ||
Amortizable | ||
Finite-lived intangible assets, gross | $ 192,000 | 502,000 |
Accumulated amortization | (13,440) | (111,677) |
Total | 178,560 | 390,323 |
Customer commitments | Crude oil logistics | ||
Amortizable | ||
Intangible asset impairment | $ 145,800 | |
Customer commitments | Minimum | ||
Amortizable | ||
Amortizable life | 10 years | |
Customer commitments | Maximum | ||
Amortizable | ||
Amortizable life | 25 years | |
Pipeline capacity rights | ||
Amortizable | ||
Amortizable life | 30 years | |
Finite-lived intangible assets, gross | $ 7,799 | 7,799 |
Accumulated amortization | (1,907) | (1,647) |
Total | 5,892 | 6,152 |
Right-of-way and easements | ||
Amortizable | ||
Finite-lived intangible assets, gross | 90,703 | 89,476 |
Accumulated amortization | (9,270) | (6,506) |
Total | $ 81,433 | 82,970 |
Right-of-way and easements | Minimum | ||
Amortizable | ||
Amortizable life | 1 year | |
Right-of-way and easements | Maximum | ||
Amortizable | ||
Amortizable life | 45 years | |
Water rights | ||
Amortizable | ||
Finite-lived intangible assets, gross | $ 100,369 | 100,937 |
Accumulated amortization | (14,454) | (8,441) |
Total | $ 85,915 | 92,496 |
Water rights | Minimum | ||
Amortizable | ||
Amortizable life | 13 years | |
Water rights | Maximum | ||
Amortizable | ||
Amortizable life | 30 years | |
Executory contracts and other agreements | ||
Amortizable | ||
Finite-lived intangible assets, gross | $ 48,709 | 48,570 |
Accumulated amortization | (21,300) | (18,210) |
Total | $ 27,409 | 30,360 |
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 | $ 12,100 | 12,723 |
Accumulated amortization | (6,102) | (4,735) |
Total | $ 5,998 | 7,988 |
Non-compete agreements | Minimum | ||
Amortizable | ||
Amortizable life | 2 years | |
Non-compete agreements | Maximum | ||
Amortizable | ||
Amortizable life | 24 years | |
Debt issuance costs | ||
Amortizable | ||
Finite-lived intangible assets, gross | $ 9,558 | 44,051 |
Accumulated amortization | (406) | (34,983) |
Total | 9,152 | $ 9,068 |
Debt issuance costs | Corporate and Other | ||
Amortizable | ||
Intangible asset impairment | $ 4,500 | |
Debt issuance costs | Minimum | ||
Amortizable | ||
Amortizable life | 2 years | |
Debt issuance costs | Maximum | ||
Amortizable | ||
Amortizable life | 5 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Amortization related to intangible assets | |||
Amortization expense | $ 133,149 | $ 138,618 | $ 115,872 |
Future amortization expense of intangible assets | |||
2022 | 96,206 | ||
2023 | 78,510 | ||
2024 | 72,308 | ||
2025 | 67,807 | ||
2026 | 66,413 | ||
Thereafter | 881,114 | ||
Total | 1,262,358 | 1,609,680 | |
Depreciation and amortization | |||
Amortization related to intangible assets | |||
Amortization expense | 127,023 | 132,521 | 110,458 |
Cost of sales | |||
Amortization related to intangible assets | |||
Amortization expense | 307 | 349 | 486 |
Interest expense | |||
Amortization related to intangible assets | |||
Amortization expense | 5,572 | 5,462 | 4,928 |
Operating expenses | |||
Amortization related to intangible assets | |||
Amortization expense | $ 247 | $ 286 | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Mar. 31, 2021 | Feb. 04, 2021 | Mar. 31, 2020 | Apr. 09, 2019 | Feb. 22, 2017 | Oct. 24, 2016 | Jul. 09, 2014 | Oct. 16, 2013 |
Long-Term Debt | ||||||||
Face amount | $ 3,376,768,000 | $ 3,169,326,000 | ||||||
Face amount, current portion | 2,183,000 | 4,683,000 | ||||||
Face amount, long-term | 3,374,585,000 | 3,164,643,000 | ||||||
LONG-TERM DEBT, debt issuance costs | (55,555,000) | (19,795,000) | ||||||
Debt issuance costs, current, net | 0 | 0 | ||||||
Debt issuance costs, noncurrent, net | (55,555,000) | (19,795,000) | ||||||
Book value | 3,321,213,000 | 3,149,531,000 | ||||||
Book value, current | 2,183,000 | 4,683,000 | ||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities | 3,319,030,000 | 3,144,848,000 | ||||||
7.5% Senior Secured Notes due 2026 | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate | 7.50% | |||||||
Face amount | 2,050,000,000 | |||||||
LONG-TERM DEBT, debt issuance costs | (44,246,000) | |||||||
Book value | 2,005,754,000 | |||||||
Asset Based Credit Facility | ||||||||
Long-Term Debt | ||||||||
Face amount | 4,000,000 | |||||||
LONG-TERM DEBT, debt issuance costs | 0 | |||||||
Book value | 4,000,000 | |||||||
5.125% Senior Notes due 2019 | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate | 5.125% | |||||||
6.875% Senior Notes due 2021 | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate | 6.875% | |||||||
7.5% Senior Notes due 2023 | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate | 7.50% | |||||||
Face amount | 555,251,000 | 607,323,000 | ||||||
LONG-TERM DEBT, debt issuance costs | (3,564,000) | (5,405,000) | ||||||
Book value | 551,687,000 | 601,918,000 | ||||||
6.125% Senior Notes due 2025 | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate | 6.125% | |||||||
Face amount | 380,020,000 | 387,320,000 | ||||||
LONG-TERM DEBT, debt issuance costs | (3,297,000) | (4,217,000) | ||||||
Book value | 376,723,000 | 383,103,000 | ||||||
7.5% Senior Notes due 2026 | ||||||||
Long-Term Debt | ||||||||
Fixed interest rate | 7.50% | |||||||
Face amount | 338,402,000 | 450,000,000 | ||||||
LONG-TERM DEBT, debt issuance costs | (4,378,000) | (6,975,000) | ||||||
Book value | 334,024,000 | 443,025,000 | ||||||
Bridge Term Credit Agreement | ||||||||
Long-Term Debt | ||||||||
Face amount | 250,000,000 | |||||||
LONG-TERM DEBT, debt issuance costs | (3,198,000) | |||||||
Book value | 246,802,000 | |||||||
Other long-term debt | ||||||||
Long-Term Debt | ||||||||
Face amount | 49,095,000 | 4,683,000 | ||||||
LONG-TERM DEBT, debt issuance costs | (70,000) | 0 | ||||||
Book value | $ 49,025,000 | 4,683,000 | ||||||
Expansion Capital Facility | Revolving Credit Facility | ||||||||
Long-Term Debt | ||||||||
Face amount | 1,120,000,000 | |||||||
LONG-TERM DEBT, debt issuance costs | 0 | |||||||
Book value | 1,120,000,000 | |||||||
Working Capital Facility | Revolving Credit Facility | ||||||||
Long-Term Debt | ||||||||
Face amount | 350,000,000 | |||||||
LONG-TERM DEBT, debt issuance costs | 0 | |||||||
Book value | $ 350,000,000 |
Long Term Debt - 2026 Senior Se
Long Term Debt - 2026 Senior Secured Notes (Details) $ in Thousands | Feb. 04, 2021USD ($) |
7.5% Senior Secured Notes due 2026 | |
Long-Term Debt | |
Face amount | $ 2,050,000 |
Fixed interest rate | 7.50% |
Debt instrument, total leverage ratio | 4.75 |
2026 Senior Secured Notes redemption terms | We have an option to redeem all or a portion of the 2026 Senior Secured Notes at any time on or after February 1, 2023 at fixed redemption prices contained within the Indenture. Prior to such time, we, at our option, may redeem up to 40% of the aggregate principal amount of the 2026 Senior Secured Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price specified in the Indenture. In addition, before February 1, 2023, we may redeem some or all of the 2026 Senior Secured Notes at a redemption price equal to 100% of the aggregate principal amount of the 2026 Senior Secured Notes redeemed, plus the applicable premium as specified in the Indenture and accrued and unpaid interest, if any, to, but not including, the redemption date. If we experience certain kinds of change of control triggering events, we will be required to offer to repurchase the 2026 Senior Secured Notes at 101% of the aggregate principal amount of the 2026 Senior Secured Notes repurchased plus accrued and unpaid interest on the 2026 Senior Secured Notes repurchased to, but not including, the date of purchase. |
2026 Senior Secured Notes and ABL Facility | |
Long-Term Debt | |
2026 Senior Secured Notes and ABL Facility offering costs | $ 150,700 |
Long-Term Debt - Asset Based Cr
Long-Term Debt - Asset Based Credit Facility (Details) - USD ($) | Feb. 04, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Long-Term Debt | |||
Face amount | $ 3,376,768,000 | $ 3,169,326,000 | |
Asset Based Credit Facility | |||
Long-Term Debt | |||
Interest rate | 5.25% | ||
Asset Based Credit Facility | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 500,000,000 | ||
Face amount | $ 4,000,000 | ||
Secured debt, interest rate description | The ABL Facility is scheduled to mature at the earliest of (a) February 4, 2026 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, if such indebtedness is outstanding at such time, subject to certain exceptions. The ABL Facility bears interest at a LIBOR-based rate (with such customary provisions under the ABL Facility providing for the replacement of LIBOR with any successor rate) or an alternate base rate, in each case plus an applicable borrowing margin based on our Fixed Charge Coverage Ratio (as defined in the New Credit Agreement). The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for LIBOR-based loans varies from 2.50% to 3.00%. In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility. Such commitment fee will be 0.50% per year, subject to a reduction to 0.375% in the event our Fixed Charge Coverage Ratio is greater than or equal to 1.75 to 1.00. | ||
Asset Based Credit Facility | Prime rate | |||
Long-Term Debt | |||
Reference rate | 3.25% | ||
Interest rate margin added to variable rate base | 2.00% | ||
Asset Based Credit Facility | Letters of credit | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 200,000,000 | ||
Fixed interest rate | 3.00% | ||
Letters of credit | Asset Based Credit Facility | |||
Long-Term Debt | |||
Outstanding letters of credit | $ 156,000,000 |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Apr. 09, 2019 | Feb. 22, 2017 | Oct. 24, 2016 | Jul. 09, 2014 | Oct. 16, 2013 | |
Long-Term Debt | ||||||||
Notes repurchased | $ 555,562 | $ 0 | $ 0 | |||||
Cash paid (excluding payments of accrued interest) | 115,796 | 454 | 737,058 | |||||
(Loss) gain on early extinguishment of liabilities, net | (16,692) | 1,341 | (12,340) | |||||
5.125% Senior Notes due 2019 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 400,000 | |||||||
Fixed interest rate | 5.125% | |||||||
5.125% Senior Notes due 2019 | Redemptions | ||||||||
Long-Term Debt | ||||||||
Notes repurchased | 328,005 | |||||||
Cash paid (excluding payments of accrued interest) | 329,719 | |||||||
(Loss) gain on early extinguishment of liabilities, net | (2,113) | |||||||
Write off of debt issuance costs | 400 | |||||||
5.125% Senior Notes due 2019 | Repurchases | ||||||||
Long-Term Debt | ||||||||
Notes repurchased | 25,419 | |||||||
Cash paid (excluding payments of accrued interest) | 25,406 | |||||||
(Loss) gain on early extinguishment of liabilities, net | (34) | |||||||
Write off of debt issuance costs | 100 | |||||||
6.875% Senior Notes due 2021 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 450,000 | |||||||
Fixed interest rate | 6.875% | |||||||
6.875% Senior Notes due 2021 | Redemptions | ||||||||
Long-Term Debt | ||||||||
Notes repurchased | 367,048 | |||||||
Cash paid (excluding payments of accrued interest) | 373,358 | |||||||
(Loss) gain on early extinguishment of liabilities, net | (10,130) | |||||||
Write off of debt issuance costs | 3,800 | |||||||
7.5% Senior Notes due 2023 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 700,000 | |||||||
Fixed interest rate | 7.50% | |||||||
7.5% Senior Notes due 2023 | Repurchases | ||||||||
Long-Term Debt | ||||||||
Notes repurchased | 52,072 | 8,624 | ||||||
Cash paid (excluding payments of accrued interest) | 33,566 | 8,575 | ||||||
(Loss) gain on early extinguishment of liabilities, net | 18,096 | (63) | ||||||
Write off of debt issuance costs | 400 | $ 100 | ||||||
6.125% Senior Notes due 2025 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 500,000 | |||||||
Fixed interest rate | 6.125% | |||||||
6.125% Senior Notes due 2025 | Repurchases | ||||||||
Long-Term Debt | ||||||||
Notes repurchased | 7,300 | 1,815 | ||||||
Cash paid (excluding payments of accrued interest) | 3,647 | 454 | ||||||
(Loss) gain on early extinguishment of liabilities, net | 3,575 | 1,341 | ||||||
Write off of debt issuance costs | 100 | $ 100 | ||||||
7.5% Senior Notes due 2026 | ||||||||
Long-Term Debt | ||||||||
Face amount | $ 450,000 | |||||||
Fixed interest rate | 7.50% | |||||||
7.5% Senior Notes due 2026 | Repurchases | ||||||||
Long-Term Debt | ||||||||
Notes repurchased | 111,598 | |||||||
Cash paid (excluding payments of accrued interest) | 78,583 | |||||||
(Loss) gain on early extinguishment of liabilities, net | 31,463 | |||||||
Write off of debt issuance costs | $ 1,600 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement (Details) - Revolving Credit Facility $ in Thousands | Feb. 04, 2021USD ($) |
Long-Term Debt | |
Maximum borrowing capacity | $ 1,915,000 |
Termination fees for Credit Agreement | 300 |
Working Capital Facility | |
Long-Term Debt | |
Maximum borrowing capacity | 350,000 |
Expansion Capital Facility | |
Long-Term Debt | |
Maximum borrowing capacity | $ 1,565,000 |
Long-Term Debt - Term Credit Ag
Long-Term Debt - Term Credit Agreement (Details) - Term Credit Agreement - USD ($) $ in Thousands | Feb. 04, 2021 | Jun. 03, 2020 |
Long-Term Debt | ||
Secured debt | $ 250,000 | |
Term Credit Agreement make-whole fee | $ 55,600 | |
Write off of debt issuance costs | 7,400 | |
Termination fees for Credit Agreement | $ 100 |
Long-Term Debt - Bridge Term Cr
Long-Term Debt - Bridge Term Credit Agreement (Details) - Bridge Term Credit Agreement - USD ($) $ in Millions | Jun. 03, 2020 | Jul. 02, 2019 |
Long-Term Debt | ||
Secured debt | $ 250 | |
Write off of debt issuance costs | $ 2.3 |
Long-Term Debt - Sawtooth Credi
Long-Term Debt - Sawtooth Credit Agreement (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Line of Credit Facility | ||
Face amount | $ 3,376,768,000 | $ 3,169,326,000 |
Sawtooth Credit Agreement | ||
Line of Credit Facility | ||
Interest rate | 2.36% | |
Sawtooth Credit Agreement | ||
Line of Credit Facility | ||
Ownership percentage in Sawtooth | 71.50% | |
Maximum borrowing capacity | $ 20,000,000 | |
Face amount | $ 5,000,000 | |
Commitment fees charged on unused capacity | 0.50% |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Oct. 29, 2020 | Mar. 31, 2020 |
Long-Term Debt | |||
Face amount | $ 3,376,768 | $ 3,169,326 | |
Equipment Loan Secured by Certain Barges and Towboats | |||
Long-Term Debt | |||
Face amount | $ 44,100 | $ 45,000 | |
Fixed interest rate | 8.60% |
Long-Term Debt - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Maturities | |
2022 | $ 2,184 |
2023 | 7,585 |
2024 | 558,067 |
2025 | 383,088 |
2026 | 2,057,343 |
Thereafter | 368,501 |
Total | 3,376,768 |
7.5% Senior Secured Notes due 2026 | |
Maturities | |
2026 | 2,050,000 |
Total | 2,050,000 |
Asset Based Credit Facility | |
Maturities | |
2026 | 4,000 |
Total | 4,000 |
Senior Unsecured Notes | |
Maturities | |
2024 | 555,251 |
2025 | 380,020 |
2026 | 0 |
Thereafter | 338,402 |
Total | 1,273,673 |
Other long-term debt | |
Maturities | |
2022 | 2,184 |
2023 | 7,585 |
2024 | 2,816 |
2025 | 3,068 |
2026 | 3,343 |
Thereafter | 30,099 |
Total | $ 49,095 |
Long-Term Debt - Amortization o
Long-Term Debt - Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Amortization of debt issuance costs | $ 7,800 | $ 5,400 | $ 4,300 |
Expected Future Amortization of Debt Issuance Costs | |||
2022 | 12,247 | ||
2023 | 12,247 | ||
2024 | 11,677 | ||
2025 | 10,802 | ||
2026 | 8,529 | ||
Thereafter | 53 | ||
Total | $ 55,555 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Contingencies (Details) $ in Millions | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Loss Contingencies | |
Loss contingency accrual | $ 2.5 |
Services Rendered | |
Loss Contingencies | |
Damages awarded | 4 |
Fraudulent Misrepresentation | |
Loss Contingencies | |
Damages awarded | $ 29 |
Commitments and Contingencies_2
Commitments and Contingencies - Environmental Matters (Details) number in Millions, $ in Millions | 12 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2021USD ($) | |
Environmental matter | |||
Environmental matters liability | $ 1.7 | ||
Litigation settlement, cash portion | $ 25 | ||
Litigation settlement, renewable identification numbers | 36 | ||
Litigation settlement expense | $ 12.5 | $ 12.5 |
Commitments and Contingencies_3
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 18,416 | $ 9,723 |
Liabilities incurred | 7,952 | 1,643 |
Liabilities assumed in acquisitions | 6,642 | |
Liabilities associated with disposed assets (1) | (22) | |
Liabilities settled | (658) | |
Accretion expense | 1,733 | 1,066 |
Balance at end of period | $ 28,079 | $ 18,416 |
Commitments and Contingencies_4
Commitments and Contingencies - Other Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Future minimum payments | ||
2022 | $ 10,074 | |
2023 | 4,568 | |
2024 | 4,568 | |
2025 | 74 | |
2026 | 55 | |
Thereafter | 275 | |
Total | 19,614 | |
Hillstone Subsidy Payment | ||
Loss Contingencies | ||
Subsidy payment | 2,600 | $ 800 |
Minimum | Hillstone Subsidy Payment | ||
Loss Contingencies | ||
Contractual obligation | 0 | |
Maximum | Hillstone Subsidy Payment | ||
Loss Contingencies | ||
Contractual obligation | $ 5,700 |
Commitments and Contingencies_5
Commitments and Contingencies - Pipeline Capacity Agreements (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Customer contracts | |
Future minimum throughput payments | |
Number of months to continue shipping after maturity date of contract | 6 months |
Pipeline capacity agreements | |
Future minimum throughput payments | |
2022 | $ 35,314 |
2023 | 35,314 |
2024 | 35,410 |
2025 | 30,897 |
Total | $ 136,935 |
Commitments and Contingencies_6
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Mar. 31, 2021USD ($)bblgal |
Crude oil | |
Purchase commitments for crude oil and natural gas | |
Fixed-price purchase commitments, due in next twelve months | $ 93,285 |
Fixed-price purchase commitments (in barrels/gallons), due in next twelve months | bbl | 1,515 |
Total fixed-price purchase commitments | $ 93,285 |
Total fixed-price purchase commitments (in barrels/gallons) | bbl | 1,515 |
Index-price purchase commitments, due in next twelve months | $ 3,038,806 |
Index-price purchase commitments (in barrels/gallons), due in next twelve months | bbl | 54,413 |
Index-price purchase commitments, due in second year | $ 1,835,567 |
Index-price purchase commitments (in barrels/gallons), due in second year | bbl | 35,588 |
Index-price purchase commitments, due in third year | $ 1,715,198 |
Index-price purchase commitments (in barrels), due in third year | bbl | 34,775 |
Index-price purchase commitments, due in fourth year | $ 1,532,174 |
Index-price purchase commitments (in barrels), due in fourth year | bbl | 31,938 |
Index-price purchase commitments, due in fifth year | $ 938,787 |
Index-price purchase commitments (in barrels), due in fifth year | bbl | 20,263 |
Total index-price purchase commitments | $ 9,060,532 |
Total index-price purchase commitments (in barrels/gallons) | bbl | 176,977 |
Natural gas liquids | |
Purchase commitments for crude oil and natural gas | |
Fixed-price purchase commitments, due in next twelve months | $ 12,705 |
Fixed-price purchase commitments (in barrels/gallons), due in next twelve months | gal | 21,936 |
Fixed-price purchase commitments, due in second year | $ 819 |
Fixed-price purchase commitments (in gallons), due in second year | gal | 1,260 |
Total fixed-price purchase commitments | $ 13,524 |
Total fixed-price purchase commitments (in barrels/gallons) | gal | 23,196 |
Index-price purchase commitments, due in next twelve months | $ 848,891 |
Index-price purchase commitments (in barrels/gallons), due in next twelve months | gal | 1,094,967 |
Index-price purchase commitments, due in second year | $ 2,848 |
Index-price purchase commitments (in barrels/gallons), due in second year | gal | 4,774 |
Total index-price purchase commitments | $ 851,739 |
Total index-price purchase commitments (in barrels/gallons) | gal | 1,099,741 |
Commitments and Contingencies_7
Commitments and Contingencies - Sales Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Mar. 31, 2021USD ($)bblgal | Mar. 31, 2020USD ($) |
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 15,704 | $ 18,910 |
Crude oil | ||
Sales commitments for crude oil and natural gas | ||
Fixed-price sale commitments, due in next twelve months | $ 93,464 | |
Fixed-price sales commitments (in barrels/gallons), due in next twelve months | bbl | 1,515 | |
Total fixed-price sale commitments | $ 93,464 | |
Total fixed-price sale commitments (in barrels/gallons) | bbl | 1,515 | |
Index-price sale commitments, due in next twelve months | $ 3,147,543 | |
Index-price sale commitments (in barrels/gallons), due in next twelve months | bbl | 54,634 | |
Unrecorded Unconditional Obligation Outstanding Index Price Sales Contracts, Due in Year two | $ 1,106,564 | |
Index-Price Sale Commitments, Due in Year Two | bbl | 20,988 | |
Unrecorded Unconditional Obligation Outstanding Index Price Sales Contracts, Due in Year Three | $ 1,058,526 | |
Index-Price Sale Commitments, Due in Year Three | bbl | 21,045 | |
Unrecorded Unconditional Obligation Outstanding Index Price Sales Contracts, Due in Year Four | $ 1,024,037 | |
Index-Price Sale Commitments, Due in Year Four | bbl | 20,988 | |
Unrecorded Unconditional Obligation Outstanding Index Price Sales Contracts, Due in Year Five | $ 484,326 | |
Index-Price Sale Commitments, Due in Year Five | bbl | 10,242 | |
Total index-price sale commitments | $ 6,820,996 | |
Total index-price sale commitments (in barrels/gallons) | bbl | 127,897 | |
Natural gas liquids | ||
Sales commitments for crude oil and natural gas | ||
Fixed-price sale commitments, due in next twelve months | $ 36,731 | |
Fixed-price sales commitments (in barrels/gallons), due in next twelve months | gal | 45,827 | |
Fixed-price sale commitments, due in second year | $ 2,568 | |
Fixed-price sale commitments (in gallons), due in second year | gal | 3,640 | |
Total fixed-price sale commitments | $ 39,299 | |
Total fixed-price sale commitments (in barrels/gallons) | gal | 49,467 | |
Index-price sale commitments, due in next twelve months | $ 546,242 | |
Index-price sale commitments (in barrels/gallons), due in next twelve months | gal | 558,346 | |
Index-price sale commitments, due in second year | $ 1,686 | |
Index-price commitments (in gallons), due in second year | gal | 2,088 | |
Total index-price sale commitments | $ 547,928 | |
Total index-price sale commitments (in barrels/gallons) | gal | 560,434 | |
Prepaid expenses and other current assets | ||
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 37,200 | |
Accrued expenses and other payables | ||
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 24,000 |
Equity - Partnership Equity and
Equity - Partnership Equity and General Partner Contributions (Details) - USD ($) $ in Millions | 12 Months Ended | 36 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Equity | ||||
General partners' capital account, notional units issued (in units) | 823 | 823 | 4,268 | 3,039 |
General Partner | ||||
Equity | ||||
Notional units issued | $ 0.1 | |||
Common units | ||||
Equity | ||||
Ownership interest in NGL Energy Holdings LLC | 8.69% | 8.69% | ||
General Partner | ||||
Equity | ||||
General partner interest | 0.10% | |||
General Partner | Common units | ||||
Equity | ||||
General partner interest | 0.10% | |||
Limited Partner | ||||
Equity | ||||
Limited partner interest | 99.90% |
Equity - Common Unit Repurchase
Equity - Common Unit Repurchase Program (Details) $ in Millions | Aug. 30, 2019USD ($) |
Share Repurchase Program | |
Common unit repurchase program, authorized amount | $ 150 |
Equity - Distributions (Details
Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 13, 2020 | Oct. 27, 2020 | Aug. 14, 2020 | Jul. 23, 2020 | May 15, 2020 | Apr. 27, 2020 | Feb. 14, 2020 | Jan. 23, 2020 | Nov. 14, 2019 | Oct. 23, 2019 | Aug. 14, 2019 | Jul. 23, 2019 | May 15, 2019 | Apr. 24, 2019 | Feb. 14, 2019 | Jan. 22, 2019 | Nov. 14, 2018 | Oct. 23, 2018 | Aug. 14, 2018 | Jul. 24, 2018 | May 15, 2018 | Apr. 24, 2018 |
Equity [Abstract] | ||||||||||||||||||||||
Amount PerĀ Unit (in dollars per unit) | $ 0.1000 | $ 0.2000 | $ 0.2000 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | |||||||||||
Amount Paid to LimitedĀ Partners | $ 12,877 | $ 25,754 | $ 25,754 | $ 50,056 | $ 49,936 | $ 49,217 | $ 49,127 | $ 48,373 | $ 48,260 | $ 47,600 | $ 47,374 | |||||||||||
Amount Paid to General Partner | $ 13 | $ 26 | $ 26 | $ 86 | $ 86 | $ 85 | $ 85 | $ 83 | $ 83 | $ 82 | $ 82 |
Equity - Class A Convertible Pr
Equity - Class A Convertible Preferred Units (Details) - USD ($) | May 11, 2019 | May 10, 2019 | Apr. 05, 2019 | Feb. 14, 2019 | Nov. 14, 2018 | Aug. 14, 2018 | May 15, 2018 | Apr. 26, 2018 | Apr. 21, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2017 | Jun. 24, 2016 | Jun. 23, 2016 |
Preferred Units | |||||||||||||||
Accretion of beneficial conversion feature | $ 36,517,000 | $ 67,239,000 | |||||||||||||
Repurchase of warrants | $ 0 | $ 0 | $ 14,988,000 | ||||||||||||
Class A Convertible Preferred Units | |||||||||||||||
Preferred Units | |||||||||||||||
Temporary equity, issued (in units) | 19,942,169 | ||||||||||||||
Oaktree Capital Management L.P. | |||||||||||||||
Preferred Units | |||||||||||||||
Preferred units, authorized amount | $ 200,000,000 | $ 240,000,000 | |||||||||||||
Oaktree Capital Management L.P. | Warrant | |||||||||||||||
Preferred Units | |||||||||||||||
Warrants outstanding (in units) | 4,375,112 | ||||||||||||||
Class of warrant or right, exercise price | $ 0.01 | ||||||||||||||
Warrants exercised and converted to common units (in units) | 1,458,371 | 228,797 | |||||||||||||
Proceeds from warrant exercises | $ 100,000 | $ 100,000 | |||||||||||||
Repurchase of warrants (in units) | 1,229,575 | ||||||||||||||
Repurchase of warrants | $ 15,000,000 | ||||||||||||||
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | |||||||||||||||
Preferred Units | |||||||||||||||
Preferred units dividend rate | 10.75% | ||||||||||||||
Proceeds from sale of convertible preferred units and warrants, net of offering costs | $ 235,000,000 | ||||||||||||||
Offering costs | $ 5,000,000 | ||||||||||||||
Days after quarter end distribution paid | 45 days | ||||||||||||||
Accretion of beneficial conversion feature | $ 36,500,000 | $ 67,200,000 | |||||||||||||
Preferred units redeemed | 12,473,191 | 7,468,978 | |||||||||||||
Preferrred unit redemption price per unit excluding unpaid dividends | $ 13.2385 | $ 13.389 | |||||||||||||
Preferred stock redemption premium percentage | 110.00% | 111.25% | |||||||||||||
Initial conversion price (in dollars per unit) | $ 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 | $ 166,900,000 | $ 102,500,000 | |||||||||||||
Amount paid to preferred unitholders | $ 4,034,000 | $ 6,449,000 | $ 6,449,000 | $ 6,449,000 | $ 6,449,000 | ||||||||||
Distributions made to preferred unitholders distributions declared per unit | $ 0.3234 |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2021 | Oct. 15, 2020 | Jul. 15, 2020 | Apr. 15, 2020 | Jan. 15, 2020 | Oct. 15, 2019 | Jul. 15, 2019 | Jul. 02, 2019 | Apr. 15, 2019 | Jan. 15, 2019 | Oct. 15, 2018 | Jul. 16, 2018 | Apr. 16, 2018 | Jun. 13, 2017 | Mar. 31, 2021 |
Class B Perpetual Preferred Units | |||||||||||||||
Preferred Units | |||||||||||||||
Preferred units dividend rate | 9.00% | ||||||||||||||
Preferred unit par or stated value per share | $ 25 | ||||||||||||||
Units issued, net of offering costs (Note 10) | $ 202,700 | ||||||||||||||
Preferred units, underwriting discounts and commissions | 6,600 | ||||||||||||||
Preferred units, offering costs | $ 700 | ||||||||||||||
Preferred units, redemption terms | At any time on or after July 1, 2022, we may redeem our Class B Preferred Units, in whole or in part, at a redemption price of $25.00 per Class B Preferred Unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Class B Preferred Units upon a change of control as defined in our partnership agreement. If we choose not to redeem the Class B Preferred Units, the Class B preferred unitholders may have the ability to convert the Class B Preferred Units to common units at the then applicable conversion rate. Class B preferred unitholders have no voting rights except with respect to certain matters set forth in our partnership agreement. | ||||||||||||||
Preferred units, dividend payment terms | Distributions on the Class B Preferred Units are payable on the 15th day of each January, April, July and October of each year to holders of record on the first day of each payment month. The initial distribution rate for the Class B Preferred Units from and including the date of original issue to, but not including, July 1, 2022 is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). On and after July 1, 2022, distributions on the Class B Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR plus a spread of 7.213%. | ||||||||||||||
Distributions made to preferred unitholders distributions declared per unit | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | ||
Amount paid to preferred unitholders | $ 7,079 | $ 7,079 | $ 7,079 | $ 7,079 | $ 7,079 | $ 7,079 | $ 4,725 | $ 4,725 | $ 4,725 | $ 4,725 | $ 4,725 | $ 4,725 | |||
Class B Perpetual Preferred Units | |||||||||||||||
Preferred Units | |||||||||||||||
Preferred units, dividend payment terms | The current distribution rate for the Class B Preferred Units is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). | ||||||||||||||
Class B Perpetual Preferred Units | Class B Perpetual Preferred Units | |||||||||||||||
Preferred Units | |||||||||||||||
Units issued (in units) | 8,400,000 | ||||||||||||||
Class B Perpetual Preferred Units | Class B Perpetual Preferred Units | |||||||||||||||
Preferred Units | |||||||||||||||
Units issued (in units) | 4,185,642 |
Equity - Class C Preferred Unit
Equity - Class C Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2021 | Oct. 15, 2020 | Jul. 15, 2020 | Apr. 15, 2020 | Jan. 15, 2020 | Oct. 15, 2019 | Jul. 15, 2019 | Apr. 02, 2019 | Mar. 31, 2021 |
Class C Perpetual Preferred Units | |||||||||
Preferred Units | |||||||||
Preferred units dividend rate | 9.625% | ||||||||
Preferred unit par or stated value per share | $ 25 | ||||||||
Units issued, net of offering costs (Note 10) | $ 42,900 | ||||||||
Preferred units, underwriting discounts and commissions | 1,400 | ||||||||
Preferred units, offering costs | $ 700 | ||||||||
Preferred units, redemption terms | At any time on or after April 15, 2024, we may redeem our Class C Preferred Units, in whole or in part, at a redemption price of $25.00 per Class C Preferred Unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Class C Preferred Units upon a change of control as defined in our partnership agreement. If we choose not to redeem the Class C Preferred Units, the Class C preferred unitholders may have the ability to convert the Class C Preferred Units to common units at the then applicable conversion rate. Class C preferred unitholders have no voting rights except with respect to certain matters set forth in our partnership agreement. | ||||||||
Preferred units, dividend payment terms | Distributions on the Class C Preferred Units are payable on the 15th day of each January, April, July and October of each year to holders of record on the first day of each payment month. On and after April 15, 2024, distributions on the Class C Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR plus a spread of 7.384%. | ||||||||
Distributions made to preferred unitholders distributions declared per unit | $ 0.6016 | $ 0.6016 | $ 0.6016 | $ 0.6016 | $ 0.6016 | $ 0.6016 | $ 0.5949 | $ 0.6016 | |
Amount paid to preferred unitholders | $ 1,083 | $ 1,083 | $ 1,083 | $ 1,083 | $ 1,083 | $ 1,083 | $ 1,071 | ||
Class C Perpetual Preferred Units | |||||||||
Preferred Units | |||||||||
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). | ||||||||
Class C Perpetual Preferred Units | Class C Perpetual Preferred Units | |||||||||
Preferred Units | |||||||||
Units issued (in units) | 1,800,000 |
Equity - Class D Preferred Unit
Equity - Class D Preferred Units (Details) $ / shares in Units, $ in Thousands | Feb. 12, 2021USD ($)$ / shares | Nov. 13, 2020USD ($)$ / shares | Aug. 14, 2020USD ($)$ / shares | May 15, 2020USD ($)$ / shares | Feb. 14, 2020USD ($)$ / shares | Nov. 14, 2019USD ($)$ / shares | Oct. 31, 2019USD ($)$ / sharesshares | Jul. 02, 2019USD ($)$ / sharesshares | Feb. 12, 2021$ / shares | Oct. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2021$ / shares |
Class of Stock | ||||||||||||
Issuance of warrants, net of offering costs (Note 10) | $ 52,742 | |||||||||||
Class D Preferred Units | ||||||||||||
Class of Stock | ||||||||||||
Preferred units, dividend payment terms | The holders of the Class D Preferred Units are entitled to receive a cumulative, quarterly distribution in arrears on each Class D Preferred Unit then held at an annual rate of (i)Ā 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)Ā 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)Ā thereafter, 10.00% per annum or, at the purchasersā election from time to time, a floating rate equal to the applicable three-month LIBOR, plus 7.00% per annum. The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per unit per year). | |||||||||||
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 Partnershipās 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 ClassĀ 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 the 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. | |||||||||||
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 of the Class D Preferred Units (āPurchasersā) will have the right to designate 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)Ā (A)Ā 50% of the number of Class D Preferred Units issued on the Closing Date or (B)Ā 50% of the aggregate liquidation preference of any class or series of ClassĀ D Parity Securities (as defined in the Amended and Restated Partnership Agreement), or (ii)Ā warrants and/or common units that, in the aggregate, comprise 10% or more of the then-outstanding common units. | |||||||||||
Class D Preferred Units First Issuance | ||||||||||||
Class of Stock | ||||||||||||
Temporary equity, issued (in units) | shares | 400,000 | |||||||||||
Preferred units, authorized amount | $ 400,000 | |||||||||||
Proceeds from sale of preferred units and warrants, net of offering costs | 385,400 | |||||||||||
Closing fee payable to affiliates of the purchaser | 14,600 | |||||||||||
Allocation of net proceeds to Class D Preferred Units | $ 343,700 | |||||||||||
Class D Preferred Units Second Issuance | ||||||||||||
Class of Stock | ||||||||||||
Temporary equity, issued (in units) | shares | 200,000 | 200,000 | ||||||||||
Preferred units, authorized amount | $ 200,000 | $ 200,000 | ||||||||||
Proceeds from sale of preferred units and warrants, net of offering costs | 194,700 | |||||||||||
Closing fee payable to affiliates of the purchaser | 5,300 | $ 5,300 | ||||||||||
Allocation of net proceeds to Class D Preferred Units | $ 183,600 | |||||||||||
Class D Preferred Units | ||||||||||||
Class of Stock | ||||||||||||
Distributions made to preferred unitholders distributions declared per unit | $ / shares | $ 26.01 | $ 26.01 | $ 11.25 | $ 11.25 | $ 11.25 | $ 11.25 | $ 26.01 | $ 26.01 | ||||
Amount paid to preferred unitholders | $ 15,608 | $ 15,608 | $ 6,946 | $ 6,868 | $ 6,075 | $ 4,450 | ||||||
Adjusted Total Leverage Ratio Default Rate | 0.010 | |||||||||||
Dividends paid-in-kind | $ 6,900 | $ 17,400 | ||||||||||
Percent of dividend not paid in cash | 50.00% | 50.00% | ||||||||||
Class D Preferred Units First Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 17,000,000 | |||||||||||
Class D Preferred Units Second Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 8,500,000 | 8,500,000 | ||||||||||
Warrant | Class D Preferred Units First Issuance | ||||||||||||
Class of Stock | ||||||||||||
Issuance of warrants, net of offering costs (Note 10) | $ 41,700 | |||||||||||
Warrant | Class D Preferred Units Second Issuance | ||||||||||||
Class of Stock | ||||||||||||
Issuance of warrants, net of offering costs (Note 10) | $ 11,100 | |||||||||||
Premium Warrants | Class D Preferred Units First Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 10,000,000 | |||||||||||
Class of warrant or right, exercise price | $ / shares | $ 17.45 | |||||||||||
Premium Warrants | Class D Preferred Units Second Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 5,000,000 | 5,000,000 | ||||||||||
Class of warrant or right, exercise price | $ / shares | $ 16.28 | $ 16.28 | ||||||||||
Par Warrants | Class D Preferred Units First Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 7,000,000 | |||||||||||
Class of warrant or right, exercise price | $ / shares | $ 14.54 | |||||||||||
Par Warrants | Class D Preferred Units Second Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 3,500,000 | 3,500,000 | ||||||||||
Class of warrant or right, exercise price | $ / shares | $ 13.56 | $ 13.56 |
Equity - Equity-Based Incentive
Equity - Equity-Based Incentive Compensation - Service Awards (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Cancellation of Common Units for Tax Withholding | ||||
Common units canceled during period (in units) | 70,226 | |||
Value of common units canceled during period | $ 200,000 | |||
Deferred Compensation Arrangements | ||||
Accrued bonuses | $ 8,700,000 | $ 6,300,000 | ||
Service awards | ||||
Equity-Based Incentive Compensation | ||||
Weighted-average grant price | $ 3.76 | $ 12.84 | $ 9.74 | |
Expense recorded | $ 4,700,000 | $ 8,500,000 | $ 12,000,000 | |
Service Award Activity | ||||
Unvested restricted units at the beginning of the period (in units) | 1,371,425 | 2,308,400 | 2,278,875 | |
Units granted (in units) | 7,000 | 2,211,431 | 3,141,993 | |
Units vested and issued (in units) | (892,450) | (2,938,481) | (2,833,968) | |
Units forfeited (in units) | (39,000) | (209,925) | (278,500) | |
Unvested restricted units at the end of the period (in units) | 446,975 | 1,371,425 | 2,308,400 | |
Deferred Compensation Arrangements | ||||
Deferred compensation arrangement with individual, fair value of units issued | $ 24,500,000 | $ 22,800,000 | ||
Expected Future Expense | ||||
Estimated expense in next twelve months | $ 1,700,000 | |||
Restricted units | ||||
Equity-Based Incentive Compensation | ||||
Distributions on Service Awards during the vesting period | $ 0 | |||
2022 | Service awards | ||||
Expected Future Expense | ||||
Unvested Service Awards | 446,975 | |||
Deferred Compensation, Share-based Payments | Deferred Bonus | ||||
Deferred Compensation Arrangements | ||||
Deferred compensation units granted (in units) | 0 | 1,886,131 | 1,922,618 |
Equity - Equity-Based Incenti_2
Equity - Equity-Based Incentive Compensation - Performance Awards (Details) - Performance awards $ in Millions | 12 Months Ended |
Mar. 31, 2019USD ($)shares | |
Performance Award Activity | |
Unvested restricted units at the beginning of the period (in units) | 917,000 |
Units forfeited (in units) | (445,500) |
Units canceled (in units) | (471,500) |
Unvested restricted units at the end of the period (in units) | 0 |
Expense recorded | $ | $ 4.9 |
Vesting on July 1, 2018 | |
Performance Award Activity | |
Units vested and issued (in units) | 0 |
General and Administrative Expense | |
Performance Award Activity | |
Expense recorded | $ | $ 3.1 |
Equity - Equity-Based Compensat
Equity - Equity-Based Compensation - LTIP (Details) - shares | May 10, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | May 11, 2021 |
Restricted units | |||||
LTIP | |||||
Number of units available for grant | 3,300,000 | ||||
Restricted units | Subsequent Event | |||||
LTIP | |||||
Number of units available for grant | 0 | ||||
Deferred Bonus | Deferred Compensation, Share-based Payments | |||||
LTIP | |||||
Deferred compensation units granted (in units) | 0 | 1,886,131 | 1,922,618 | ||
Service awards | |||||
LTIP | |||||
Units granted (in units) | 7,000 | 2,211,431 | 3,141,993 | ||
Service awards | Subsequent Event | |||||
LTIP | |||||
Units granted (in units) | 3,300,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 15,704 | $ 18,910 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 37,200 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 24,000 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 49,832 | 89,254 |
Netting of counterparty contracts, assets | (12,648) | (2,282) |
Net cash collateral provided (held) | 2,660 | (50,104) |
Commodity derivatives | 39,844 | 36,868 |
Liabilities: | ||
Derivative liabilities | (42,331) | (19,870) |
Netting of counterparty contracts, liabilities | 12,648 | 2,282 |
Net cash collateral provided (held) | 5,543 | (370) |
Commodity derivatives | (24,140) | (17,958) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 15,704 | 18,910 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 39,844 | 36,868 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (21,562) | (17,777) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (2,578) | (181) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 12,312 | 64,037 |
Liabilities: | ||
Derivative liabilities | (17,857) | (2,235) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 37,520 | 25,217 |
Liabilities: | ||
Derivative liabilities | $ (24,474) | $ (17,635) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Mar. 31, 2021USD ($)bbl | Mar. 31, 2020USD ($)bbl |
Derivative contract information | ||
FairĀ Value of NetĀ Assets (Liabilities) | $ 7,501 | $ 69,384 |
Net cash collateral provided (held) | 8,203 | (50,474) |
Net commodity derivative (liability) asset | 15,704 | 18,910 |
Crude oil fixed-price | ||
Derivative contract information | ||
FairĀ Value of NetĀ Assets (Liabilities) | $ (5,414) | $ 41,721 |
Crude oil fixed-price | Short | ||
Derivative contract information | ||
Derivative, Nonmonetary Notional Amount | bbl | (1,850) | (2,252) |
Propane fixed-price | ||
Derivative contract information | ||
FairĀ Value of NetĀ Assets (Liabilities) | $ 2,188 | $ (738) |
Propane fixed-price | Long | ||
Derivative contract information | ||
Derivative, Nonmonetary Notional Amount | bbl | 415 | |
Propane fixed-price | Short | ||
Derivative contract information | ||
Derivative, Nonmonetary Notional Amount | bbl | (195) | |
Refined products fixed-price | ||
Derivative contract information | ||
FairĀ Value of NetĀ Assets (Liabilities) | $ 1,928 | $ 27,401 |
Refined products fixed-price | Short | ||
Derivative contract information | ||
Derivative, Nonmonetary Notional Amount | bbl | (503) | (26) |
Butane fixed-price | ||
Derivative contract information | ||
FairĀ Value of NetĀ Assets (Liabilities) | $ (3,764) | |
Butane fixed-price | Short | ||
Derivative contract information | ||
Derivative, Nonmonetary Notional Amount | bbl | (753) | |
Other | ||
Derivative contract information | ||
FairĀ Value of NetĀ Assets (Liabilities) | $ 12,563 | $ 1,000 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - (Losses) Gains From Commodity Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Net adjustments to fair value of commodity derivatives | $ (83,578) | $ 85,941 | $ 10,817 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Interest Rate Risk | ||
Face amount | $ 3,376,768,000 | $ 3,169,326,000 |
Sawtooth Credit Agreement | ||
Interest Rate Risk | ||
Interest rate | 2.36% | |
Asset Based Credit Facility | ||
Interest Rate Risk | ||
Interest rate | 5.25% | |
Asset Based Credit Facility | ||
Interest Rate Risk | ||
Face amount | $ 4,000,000 | |
Sawtooth Credit Agreement | ||
Interest Rate Risk | ||
Face amount | $ 5,000,000 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Mar. 31, 2021USD ($) |
7.5% Senior Secured Notes due 2026 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | $ 2,114,917 |
7.5% Senior Notes due 2023 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | 535,817 |
6.125% Senior Notes due 2025 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | 322,384 |
7.5% Senior Notes due 2026 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | $ 287,924 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Segment information | |||
Revenues | $ 5,227,023 | $ 7,584,000 | $ 8,689,157 |
Depreciation and amortization, including amortization of debt issuance costs | 331,200 | 276,848 | 221,674 |
Operating (Loss) Income | (390,753) | (3,332) | 126,728 |
Additions to property, plant and equipment and intangible assets | 119,707 | 2,133,415 | 670,212 |
Long-lived assets, net | 4,866,051 | 5,638,330 | |
Total assets | 5,947,341 | 6,498,736 | |
Operating segment | Water solutions | |||
Segment information | |||
Revenues | 370,986 | 422,059 | 301,686 |
Depreciation and amortization, including amortization of debt issuance costs | 222,354 | 163,874 | 108,162 |
Operating (Loss) Income | (92,720) | (173,064) | 210,525 |
Additions to property, plant and equipment and intangible assets | 66,649 | 2,076,866 | 567,637 |
Long-lived assets, net | 3,104,450 | 3,382,727 | |
Total assets | 3,204,850 | 3,539,328 | |
Operating segment | Water solutions | Disposal service fees | |||
Segment information | |||
Revenues | 317,640 | 330,877 | 217,545 |
Operating segment | Water solutions | Sale of recovered crude oil | |||
Segment information | |||
Revenues | 28,599 | 59,445 | 72,678 |
Operating segment | Water solutions | Sale of brackish non-potable water | |||
Segment information | |||
Revenues | 10,554 | 11,676 | 2,404 |
Operating segment | Water solutions | Other revenues | |||
Segment information | |||
Revenues | 14,193 | 20,061 | 9,017 |
Operating segment | Water solutions | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 0 | 0 | 42 |
Operating segment | Crude oil logistics | |||
Segment information | |||
Revenues | 1,721,636 | 2,549,767 | 3,136,635 |
Depreciation and amortization, including amortization of debt issuance costs | 60,874 | 70,759 | 74,245 |
Operating (Loss) Income | (304,330) | 117,768 | (7,379) |
Additions to property, plant and equipment and intangible assets | 9,933 | 28,828 | 28,039 |
Long-lived assets, net | 1,090,578 | 1,567,503 | |
Total assets | 1,665,005 | 1,886,211 | |
Operating segment | Crude oil logistics | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 11,355 | 13,991 | 12,598 |
Operating segment | Crude oil logistics | Crude oil sales | |||
Segment information | |||
Revenues | 1,574,699 | 2,383,812 | 3,011,355 |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||
Segment information | |||
Revenues | 142,233 | 170,138 | 148,738 |
Operating segment | Liquids Logistics | |||
Segment information | |||
Revenues | 3,133,146 | 4,611,136 | 5,249,474 |
Depreciation and amortization, including amortization of debt issuance costs | 29,503 | 28,279 | 27,034 |
Operating (Loss) Income | 70,441 | 142,411 | 9,288 |
Additions to property, plant and equipment and intangible assets | 31,172 | 19,753 | 72,717 |
Long-lived assets, net | 626,221 | 654,530 | |
Total assets | 1,003,370 | 972,684 | |
Operating segment | Liquids Logistics | Other revenues | |||
Segment information | |||
Revenues | 22,270 | 37,938 | 26,655 |
Operating segment | Liquids Logistics | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 79,442 | 289,713 | 320,798 |
Operating segment | Liquids Logistics | Refined products sales | |||
Segment information | |||
Revenues | 1,123,963 | 2,399,642 | 2,535,243 |
Operating segment | Liquids Logistics | Propane sales | |||
Segment information | |||
Revenues | 1,023,479 | 842,400 | 1,169,117 |
Operating segment | Liquids Logistics | Butane sales | |||
Segment information | |||
Revenues | 516,358 | 562,053 | 628,063 |
Operating segment | Liquids Logistics | Other product sales | |||
Segment information | |||
Revenues | 373,707 | 484,373 | 592,889 |
Operating segment | Corporate and Other | |||
Segment information | |||
Revenues | 1,255 | 1,038 | 1,362 |
Operating segment | Corporate and Other | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 1,255 | 1,038 | 1,362 |
Elimination of intersegment sales | Crude oil logistics | |||
Segment information | |||
Revenues | (6,651) | (18,174) | (36,056) |
Elimination of intersegment sales | Liquids Logistics | |||
Segment information | |||
Revenues | (6,073) | (4,983) | (23,291) |
Corporate and other | |||
Segment information | |||
Depreciation and amortization, including amortization of debt issuance costs | 18,469 | 13,936 | 12,233 |
Operating (Loss) Income | (64,144) | (90,447) | (85,706) |
Additions to property, plant and equipment and intangible assets | 11,953 | 7,968 | $ 1,819 |
Long-lived assets, net | 44,802 | 33,570 | |
Total assets | 74,116 | 100,513 | |
Non-US | Liquids Logistics | |||
Segment information | |||
Long-lived assets, net | 20,900 | 25,900 | |
Total assets | $ 37,900 | $ 37,800 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 9,435 | $ 12,934 | |
Accounts payable-affiliates | 119 | 17,717 | |
WPX Energy | |||
Transactions with Affiliates | |||
Sales to related party | 39,129 | 48,222 | $ 28,026 |
Purchases from related party | 216,487 | 313,578 | 329,525 |
Accounts receivable-affiliates | 0 | 3,563 | |
Accounts payable-affiliates | 0 | 17,039 | |
SemGroup | |||
Transactions with Affiliates | |||
Sales to related party | 458 | 1,114 | |
Purchases from related party | 0 | 4,395 | |
Entities affiliated with management | |||
Transactions with Affiliates | |||
Sales to related party | 18,402 | 8,367 | 21,385 |
Purchases from related party | 1,239 | 3,799 | 4,382 |
Accounts receivable-affiliates | 728 | 151 | |
Accounts payable-affiliates | 12 | 149 | |
Equity method investees | |||
Transactions with Affiliates | |||
Sales to related party | 0 | 203 | 0 |
Purchases from related party | 3,249 | 2,120 | $ 0 |
Accounts receivable-affiliates | 462 | 1,439 | |
Accounts payable-affiliates | 107 | 529 | |
NGL Energy Holdings LLC | |||
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 8,245 | $ 7,781 |
Transactions with Affiliates _2
Transactions with Affiliates - Other Related Party Transactions (Details) $ in Thousands | Feb. 04, 2021USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Aug. 14, 2018USD ($) |
Transactions with Affiliates | ||||||||
Ownership interest | 50.00% | |||||||
Number of transactions | 3 | |||||||
Investment in NGL Energy Holdings LLC | $ 0 | $ (15,226) | $ 0 | |||||
Promissory note from Victory Propane | $ 3,400 | |||||||
Present value of note receivable from Victory Propane | 2,600 | |||||||
Crude oil logistics | ||||||||
Transactions with Affiliates | ||||||||
Write-off of pipeline deficiency credits | $ 67,700 | |||||||
Remaining deficiency payments | 50,300 | |||||||
Loss on contract | $ 35,300 | |||||||
NGL Energy Holdings LLC | ||||||||
Transactions with Affiliates | ||||||||
Ownership interest in NGL Energy Holdings LLC | 5.73% | 2.97% | ||||||
Equity method investees | Loan agreement | ||||||||
Transactions with Affiliates | ||||||||
Loan receivable from Victory Propane | $ 2,600 | |||||||
NGL Energy Holdings LLC | ||||||||
Transactions with Affiliates | ||||||||
Investment in NGL Energy Holdings LLC | $ (11,500) | $ (3,800) | ||||||
Operating segment | KAIR2014 LLC | Aircraft Company | Corporate and Other | ||||||||
Transactions with Affiliates | ||||||||
Ownership interest | 50.00% | |||||||
Equity method investment, original cost | $ 900 | |||||||
7.5% Senior Secured Notes due 2026 | ||||||||
Transactions with Affiliates | ||||||||
2026 Senior Secured Notes consent cost | $ 40,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Defined Contribution Plan [Abstract] | |||
Description of employee benefit plan | For every dollar that employees contribute up to 1% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 1% and 6% of their eligible compensation (as defined in the plan). Our matching contributions vest over two years. Effective January 1, 2020, for every dollar that employees contribute up to 4% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 4% and 6% of their eligible compensation (as defined in the plan). | ||
Defined contribution plan expense | $ 3.4 | $ 2.3 | $ 1.9 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Revenue Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Net adjustments to fair value of commodity derivatives | $ (83,578) | $ 85,941 | $ 10,817 |
Liquids Logistics | |||
Net adjustments to fair value of commodity derivatives | $ 11,000 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2021 | $ 371,596 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2021 | $ 111,966 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2021 | $ 101,702 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2021 | $ 78,241 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2021 | $ 56,288 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2021 | $ 17,732 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2021 | $ 5,667 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contract with Customer, Asset and Liability [Abstract] | ||
Accounts receivable from contracts with customers | $ 436,682 | $ 372,930 |
Contract liabilities balance | 11,163 | $ 19,536 |
Payment received and deferred | 36,861 | |
Payment recognized in revenue | $ (45,234) |
Leases - Lessee Impact of Adopt
Leases - Lessee Impact of Adoption (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 01, 2019 |
Leases [Abstract] | |||
Operating lease right-of-use asset | $ 152,146 | $ 180,708 | $ 551,200 |
Operating lease obligations | $ 150,707 | $ 549,000 |
Leases - Lessee Balance Sheet a
Leases - Lessee Balance Sheet and Income Statement Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 01, 2019 |
Lessee Description | |||
OPERATING LEASE RIGHT-OF-USE ASSETS | $ 152,146 | $ 180,708 | $ 551,200 |
Operating lease obligations | 47,070 | 56,776 | |
OPERATING LEASE OBLIGATIONS | 103,637 | 121,013 | |
Operating lease right-of-use asset | 152,146 | 180,708 | $ 551,200 |
Operating lease obligation-current | 47,070 | 56,776 | |
Operating lease obligation-noncurrent | $ 103,637 | $ 121,013 | |
Weighted-average remaining lease term | 6 years 10 months 17 days | 6 years 8 months 26 days | |
Weighted-average discount rate | 7.06% | 6.06% | |
Minimum | |||
Lessee Description | |||
Lessee, operating lease renewal term | 1 year | ||
Maximum | |||
Lessee Description | |||
Lessee, operating lease renewal term | 30 years |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Lease, Cost [Abstract] | |||
Operating lease expense | $ 69,031 | $ 72,340 | |
Variable lease expense | 18,871 | 19,158 | |
Short-term lease expense | 1,217 | 799 | |
Total lease expense | $ 89,119 | $ 92,297 | |
Rental expense | $ 91,600 |
Leases - Lessee Maturities of O
Leases - Lessee Maturities of Operating Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Apr. 01, 2019 |
Leases [Abstract] | ||
2022 | $ 53,842 | |
2023 | 41,395 | |
2024 | 26,589 | |
2025 | 15,349 | |
2026 | 7,406 | |
Thereafter | 50,804 | |
Total lease payments | 195,385 | |
Less imputed interest | (44,678) | |
Total operating lease obligations | $ 150,707 | $ 549,000 |
Leases - Lessee Supplemental Ca
Leases - Lessee Supplemental Cash Flow and Non-Cash Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease obligations | $ 68,141 | $ 101,678 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 33,579 | $ 598,734 |
Leases - Lessor Income Statemen
Leases - Lessor Income Statement Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessor Description | ||
Operating lease revenues | $ 15,900 | $ 20,400 |
Sublease revenue | $ 2,500 | $ 4,600 |
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 | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 11,944 |
2023 | 8,959 |
2024 | 4,817 |
2025 | 690 |
2026 | 416 |
Thereafter | 800 |
Total | $ 27,626 |
Allowance for Current Expecte_4
Allowance for Current Expected Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Allowance for Expected Credit Loss | ||||
Provision for expected credit losses | $ 5,988 | $ 1,002 | $ 381 | |
Crude oil logistics | ||||
Allowance for Expected Credit Loss | ||||
Amount owed for deficiency volumes | 5,700 | |||
Trade Accounts Receivable | ||||
Allowance for Expected Credit Loss | ||||
Accounts receivable - trade, allowance for expected credit loss | 2,192 | 4,540 | 4,016 | $ 3,851 |
Cumulative effect adjustment | 433 | 0 | 0 | |
Provision for expected credit losses | 319 | 1,202 | 381 | |
Write-offs charged against the allowance | (3,100) | (678) | $ (216) | |
Notes Receivable and Other | ||||
Allowance for Expected Credit Loss | ||||
Cumulative effect adjustment | 680 | |||
Write-offs charged against the allowance | (222) | |||
Notes receivable and other, allowance for expected credit loss | $ 458 | $ 0 |
Other Matters - Third-party Loa
Other Matters - Third-party Loan Receivable (Details) - Third-party Loan Receivable - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts receivable | |||
Financing receivable, before allowance for credit loss, total | $ 10.4 | $ 26.7 | |
Proceeds from collection of receivables | 16.3 | ||
Write-off of loan receivable | $ 9.4 | ||
Financing receivable, after allowance for credit loss | $ 0.6 |
Other Matters - Third-party Ban
Other Matters - Third-party Bankruptcy (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 21, 2020 | |
Accounts receivable | |||
Goodwill impairment | $ 237,800,000 | $ 250,000,000 | |
Crude oil logistics | |||
Accounts receivable | |||
Increase in rate based on NYMEX prices | $ 50 | ||
Liquidated payment | $ 35,000,000 | ||
Carrying value of intangible assets | 180,800,000 | ||
Goodwill impairment | 237,800,000 | ||
Amount owed for deficiency volumes | 5,700,000 | ||
Crude oil logistics | Customer commitments | |||
Accounts receivable | |||
Intangible asset impairment | $ 145,800,000 |
Other Matters - Sale of Certain
Other Matters - Sale of Certain Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Receivables [Abstract] | |||
Proceeds from sale of assets | $ 43,200 | ||
Gain on sale of certain assets | $ 14,000 | ||
Holdback of certain proceeds | $ 300 |
Other Matters - Sale of South P
Other Matters - Sale of South Pecos Water Disposal Business (Details) | Feb. 28, 2019USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Proceeds from divestitures of businesses and investments, net | $ 0 | $ 0 | $ 335,809,000 | |
Gain on disposal or impairment of assets, net | (475,436,000) | $ (261,786,000) | $ (34,296,000) | |
Gain on sale of certain assets | $ 14,000,000 | |||
Water Solutions South Pecos Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Proceeds from divestitures of businesses and investments, net | $ 232,200,000 | |||
Gain on disposal or impairment of assets, net | $ 107,900,000 | |||
Number of saltwater wells sold | 9 | |||
Number of permits acquired | 2 | |||
Proceeds received from sale of permits | $ 15,000,000 | |||
Gain on sale of certain assets | $ 14,500,000 |
Other Matters - Sale of Bakken
Other Matters - Sale of Bakken Saltwater Disposal Business (Details) - USD ($) | Nov. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Proceeds from divestitures of businesses and investments, net | $ 0 | $ 0 | $ 335,809,000 | |
Gain on disposal or impairment of assets, net | $ (475,436,000) | $ (261,786,000) | $ (34,296,000) | |
Water Solutions Bakken Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Proceeds from divestitures of businesses and investments, net | $ 85,000,000 | |||
Gain on disposal or impairment of assets, net | $ 33,400,000 | |||
Number of saltwater wells sold | 5 |
Other Matters - Sale of E Energ
Other Matters - Sale of E Energy Adams, LLC (Details) - USD ($) $ in Millions | May 03, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Ownership interest | 50.00% | |||
Liquids Logistics | Ethanol Production Facility | Operating segment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Ownership interest | 20.00% | |||
Proceeds from sale of interest in equity method investee | $ 18.6 | |||
Gain on sale of interest in equity method investee | $ 3 |
Other Matters - Sawtooth Joint
Other Matters - Sawtooth Joint Venture (Details) - Sawtooth - USD ($) $ in Millions | 36 Months Ended | |
Mar. 31, 2021 | Mar. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Additional proceeds to acquire remaining interest | $ 182.4 | |
Sawtooth | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Noncontrolling interest, ownership interest percentage | 28.50% | |
Parent, ownership interest percentage | 71.50% |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Thousands, gal in Millions | Sep. 30, 2019USD ($) | Jul. 10, 2018USD ($) | Mar. 31, 2021USD ($)gal | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Proceeds from divestitures of businesses and investments, net | $ 0 | $ 0 | $ 335,809 | ||
Loss (gain) on disposal or impairment of assets, net (1) | 1,174 | 203,990 | (407,608) | ||
Discontinued operations income attributable to redeemable noncontrolling interests | 0 | 0 | (446) | ||
Amount received from DCC and Superior for propane sales | 52,300 | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Revenues | 16,198 | 12,186,862 | 15,398,608 | ||
Cost of sales | 16,556 | 12,193,307 | 15,338,614 | ||
Operating expenses | 290 | 6,997 | 37,348 | ||
General and administrative expense | 0 | 56 | 2,716 | ||
Depreciation and amortization | 0 | 749 | 9,593 | ||
Loss (gain) on disposal or impairment of assets, net (1) | 1,174 | 203,990 | (407,608) | ||
Operating (loss) income from discontinued operations | (1,822) | (218,237) | 417,945 | ||
Equity in earnings of unconsolidated entities | 0 | 0 | 1,183 | ||
Interest expense | 0 | (111) | (126) | ||
Other income, net | 0 | 133 | 837 | ||
(Loss) income from discontinued operations before taxes (2) | (1,822) | (218,215) | 419,839 | ||
Income tax benefit (expense) | 53 | (20) | (989) | ||
(Loss) Income From Discontinued Operations, net of Tax | $ (1,769) | (218,235) | 418,850 | ||
Propane sales | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Sale commitments (in gallons) | gal | 3.2 | ||||
Sale commitments (in dollars) | $ 3,800 | ||||
Gas Blending | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Loss (gain) on disposal or impairment of assets, net (1) | (1,000) | (14,500) | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Loss (gain) on disposal or impairment of assets, net (1) | (1,000) | (14,500) | |||
TPSL | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Loss (gain) on disposal or impairment of assets, net (1) | 200 | 182,100 | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Loss (gain) on disposal or impairment of assets, net (1) | $ 200 | 182,100 | |||
TPSL | Liquids Logistics | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Proceeds from divestitures of businesses and investments, net | $ 233,800 | ||||
Mid-Con | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Loss (gain) on disposal or impairment of assets, net (1) | (6,300) | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Loss (gain) on disposal or impairment of assets, net (1) | (6,300) | ||||
Retail Propane Segment - East | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Proceeds from divestitures of businesses and investments, net | $ 889,800 | ||||
Loss (gain) on disposal or impairment of assets, net (1) | 1,000 | (408,900) | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Loss (gain) on disposal or impairment of assets, net (1) | $ 1,000 | (408,900) | |||
Retail Propane Segment - West | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Loss (gain) on disposal or impairment of assets, net (1) | 1,300 | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Loss (gain) on disposal or impairment of assets, net (1) | $ 1,300 |