Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 01, 2022 | Sep. 30, 2021 | |
Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-35172 | ||
Entity Registrant Name | NGL Energy Partners LP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-3427920 | ||
Entity Address, Address Line One | 6120 South Yale Avenue, Suite 805 | ||
Entity Address, City or Town | Tulsa, | ||
Entity Address, State or Province | OK | ||
Entity Address, Postal Zip Code | 74136 | ||
City Area Code | (918) | ||
Local Phone Number | 481-1119 | ||
Entity 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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Share Price | $ 2.37 | ||
Entity Public Float | $ 243,400,000 | ||
Entity Common Stock, Shares Outstanding | 130,695,970 | ||
Entity Central Index Key | 0001504461 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Tulsa, Oklahoma | ||
Auditor Firm ID | 248 | ||
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, 2022 | Mar. 31, 2021 | |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,822 | $ 4,829 |
Accounts receivable-trade, net of allowance for expected credit losses of $2,626 and $2,192, respectively | 1,123,163 | 725,943 |
Accounts receivable-affiliates | 8,591 | 9,435 |
Inventories | 251,277 | 158,467 |
Prepaid expenses and other current assets | 159,486 | 109,164 |
Total current assets | 1,546,339 | 1,007,838 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $887,006 and $776,279, respectively | 2,462,390 | 2,706,853 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | (887,006) | (776,279) |
GOODWILL | 744,439 | 744,439 |
INTANGIBLE ASSETS, net of accumulated amortization of $507,285 and $517,518, respectively | 1,135,354 | 1,262,613 |
INTANGIBLE ASSETS, accumulated amortization | (507,285) | (517,518) |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 21,897 | 22,719 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 114,124 | 152,146 |
OTHER NONCURRENT ASSETS | 45,802 | 50,733 |
Total assets | 6,070,345 | 5,947,341 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 1,084,837 | 679,868 |
Accounts payable-affiliates | 73 | 119 |
Accrued expenses and other payables | 140,719 | 170,400 |
Advance payments received from customers | 7,934 | 11,163 |
Current maturities of long-term debt | 2,378 | 2,183 |
Operating lease obligations | 41,261 | 47,070 |
Total current liabilities | 1,277,202 | 910,803 |
LONG-TERM DEBT, net of debt issuance costs of $42,988 and $55,555, respectively, and current maturities | 3,350,463 | 3,319,030 |
Debt issuance costs, noncurrent, net | (42,988) | (55,555) |
OPERATING LEASE OBLIGATIONS | 72,784 | 103,637 |
OTHER NONCURRENT LIABILITIES | 104,346 | 114,615 |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||
EQUITY: | ||
General partner, representing a 0.1% interest, 130,827 and 129,724 notional units, respectively | (52,478) | (52,189) |
Limited partners, representing a 99.9% interest, 130,695,970 and 129,593,939 common units issued and outstanding, respectively | 401,486 | 582,784 |
Accumulated other comprehensive loss | (308) | (266) |
Noncontrolling interests | 17,394 | 69,471 |
Total equity | 714,453 | 948,159 |
Total liabilities and equity | 6,070,345 | 5,947,341 |
Series D Preferred Stock | ||
CURRENT LIABILITIES: | ||
CLASS D 9.00% PREFERRED UNITS, 600,000 and 600,000 preferred units issued and outstanding, respectively | $ 551,097 | $ 551,097 |
Preferred units dividend rate | 9.00% | |
Temporary equity, issued and outstanding (in units) | 600,000 | 600,000 |
Series B Preferred Stock | ||
EQUITY: | ||
Preferred limited partners | $ 305,468 | $ 305,468 |
Preferred units, issued and outstanding (in units) | 12,585,642 | 12,585,642 |
Series C Preferred Stock | ||
EQUITY: | ||
Preferred limited partners | $ 42,891 | $ 42,891 |
Preferred units, issued and outstanding (in units) | 1,800,000 | 1,800,000 |
General Partner | ||
EQUITY: | ||
General partner interest | 0.10% | |
General partner, notional units outstanding (in units) | 130,827 | 129,724 |
Limited Partner | ||
EQUITY: | ||
Limited partner interest | 99.90% | |
Limited partners, common units issued and outstanding (in units) | 130,695,970 | 129,593,939 |
Trade Accounts Receivable | ||
CURRENT ASSETS: | ||
Accounts receivable - trade, allowance for expected credit loss | $ 2,626 | $ 2,192 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Total Revenues | $ 7,947,915 | $ 5,227,023 | $ 7,584,000 |
Total Cost of Sales | 7,139,312 | 4,493,822 | 6,604,383 |
OPERATING COSTS AND EXPENSES: | |||
Operating | 285,535 | 254,562 | 332,993 |
General and administrative | 63,546 | 70,468 | 113,664 |
Depreciation and amortization | 288,720 | 317,227 | 265,312 |
Loss on disposal or impairment of assets, net | 94,254 | 475,436 | 261,786 |
Revaluation of liabilities | (6,495) | 6,261 | 9,194 |
Operating Income (Loss) | 83,043 | (390,753) | (3,332) |
OTHER INCOME (EXPENSE): | |||
Equity in earnings of unconsolidated entities | 1,400 | 1,938 | 1,291 |
Interest expense | (271,640) | (198,799) | (181,184) |
Gain (loss) on early extinguishment of liabilities, net | 1,813 | (16,692) | 1,341 |
Other income (expense), net | 2,254 | (36,503) | 1,684 |
Loss From Continuing Operations Before Income Taxes | (183,130) | (640,809) | (180,200) |
INCOME TAX (EXPENSE) BENEFIT | (971) | 3,391 | (345) |
Loss From Continuing Operations | (184,101) | (637,418) | (180,545) |
Loss From Discontinued Operations, net of Tax | 0 | (1,769) | (218,235) |
Net Loss | (184,101) | (639,187) | (398,780) |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (655) | (632) | 1,773 |
NET LOSS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | (184,756) | (639,819) | (397,007) |
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (288,630) | (730,683) | (367,246) |
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | 0 | (1,767) | (218,017) |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (288,630) | $ (732,450) | $ (585,263) |
BASIC LOSS PER COMMON UNIT | |||
Loss From Continuing Operations | $ (2.22) | $ (5.67) | $ (2.88) |
Loss From Discontinued Operations, net of Tax | 0 | (0.01) | (1.71) |
Net Loss | (2.22) | (5.68) | (4.59) |
DILUTED LOSS PER COMMON UNIT | |||
Loss From Continuing Operations | (2.22) | (5.67) | (2.88) |
Loss From Discontinued Operations, net of Tax | 0 | (0.01) | (1.71) |
Net Loss | $ (2.22) | $ (5.68) | $ (4.59) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 129,840,234 | 128,980,823 | 127,411,908 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 129,840,234 | 128,980,823 | 127,411,908 |
Water solutions | |||
OPERATING COSTS AND EXPENSES: | |||
Loss on disposal or impairment of assets, net | $ 12,800 | ||
Crude oil logistics | |||
OPERATING COSTS AND EXPENSES: | |||
Loss on disposal or impairment of assets, net | $ 5,500 | ||
Liquids logistics | |||
OPERATING COSTS AND EXPENSES: | |||
Loss on disposal or impairment of assets, net | (11,800) | ||
Operating segment | Water solutions | |||
Total Revenues | 544,866 | 370,986 | $ 422,059 |
Total Cost of Sales | 33,980 | 9,622 | (33,870) |
OPERATING COSTS AND EXPENSES: | |||
Operating Income (Loss) | 94,851 | (92,720) | (173,064) |
Operating segment | Crude oil logistics | |||
Total Revenues | 2,505,496 | 1,721,636 | 2,549,767 |
Total Cost of Sales | 2,352,932 | 1,515,993 | 2,293,953 |
OPERATING COSTS AND EXPENSES: | |||
Operating Income (Loss) | 45,033 | (304,330) | 117,768 |
Operating segment | Liquids logistics | |||
Total Revenues | 4,897,553 | 3,133,146 | 4,611,136 |
Total Cost of Sales | 4,752,400 | 2,966,391 | 4,342,526 |
OPERATING COSTS AND EXPENSES: | |||
Operating Income (Loss) | (8,441) | 70,441 | 142,411 |
Operating segment | Corporate and other | |||
Total Revenues | 0 | 1,255 | 1,038 |
Total Cost of Sales | $ 0 | $ 1,816 | $ 1,774 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (184,101) | $ (639,187) | $ (398,780) |
Other comprehensive (loss) income | (42) | 119 | (130) |
Comprehensive loss | $ (184,143) | $ (639,068) | $ (398,910) |
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 | NGL Energy Holdings LLC | Class B Perpetual Preferred Units | Class B Perpetual Preferred UnitsClass B Perpetual Preferred Units | Class C Perpetual Preferred Units | Class C Perpetual Preferred UnitsClass C Perpetual Preferred Units | Preferred Class B and Class C Preferred Units | Preferred Class B and Class C Preferred UnitsPreferred Class B and Class C Preferred Units | Limited Partner | Limited PartnerCommon units |
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 9) | (258,362) | (342) | (258,020) | ||||||||||
Distributions to noncontrolling interest owners | (1,145) | (1,145) | |||||||||||
Mesquite Disposals Unlimited, LLC ("Mesquite") acquisition | 17,124 | 17,124 | |||||||||||
Investment in NGL Energy Holdings LLC (Note 12) | (15,226) | (15,226) | |||||||||||
Equity issued pursuant to incentive compensation plan (in units) | 2,938,481 | ||||||||||||
Equity issued pursuant to incentive compensation plan (Note 9) | 32,964 | 33 | 32,931 | ||||||||||
Common unit repurchases and cancellations (in units) | (133,634) | ||||||||||||
Common unit repurchases and cancellations (Note 9) | (1,644) | (1,644) | |||||||||||
Warrants exercised (in units) | 1,458,371 | ||||||||||||
Warrants exercised (Note 9) | 15 | 15 | |||||||||||
Accretion of beneficial conversion feature of 10.75% Class A convertible preferred units (Note 9) | (36,517) | $ (36,500) | (36,517) | ||||||||||
10.75% Class A convertible preferred units redemption - amount paid in excess of carrying value (Note 9) | (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 9) | 100 | $ 102,737 | $ 42,891 | ||||||||||
Issuance of warrants, net of offering costs (Note 9) | 52,742 | 52,742 | |||||||||||
Net (loss) income | (398,780) | (1,773) | (478) | (396,529) | |||||||||
Other comprehensive (loss) income | (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 | (51,390) | $ 348,359 | 1,366,152 | |||||||
Increase (Decrease) in Partnership Capital | |||||||||||||
Distributions to general and common unit partners and preferred unitholders (Note 9) | (147,780) | (65) | (147,715) | ||||||||||
Distributions to noncontrolling interest owners | (4,115) | (4,115) | |||||||||||
Investment in NGL Energy Holdings LLC (Note 12) | 0 | ||||||||||||
Equity issued pursuant to incentive compensation plan (in units) | 892,450 | ||||||||||||
Equity issued pursuant to incentive compensation plan (Note 9) | 4,727 | 0 | 4,727 | ||||||||||
Common unit repurchases and cancellations (in units) | (70,226) | ||||||||||||
Common unit repurchases and cancellations (Note 9) | (182) | (182) | |||||||||||
Units issued, net of offering costs (Note 9) | 100 | ||||||||||||
Net (loss) income | (639,187) | 632 | (733) | (639,086) | |||||||||
Other comprehensive (loss) income | 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 | (52,189) | 348,359 | 582,784 | |||||||
Increase (Decrease) in Partnership Capital | |||||||||||||
Cumulative effect adjustment for adoption of ASU 2016-13 (Note 16) | (1,113) | ||||||||||||
Cumulative effect adjustment for adoption of ASU 2016-13 (Note 16) | Accounting Standards Update 2016-13 | (1) | (1,112) | |||||||||||
Distributions to noncontrolling interest owners | (1,635) | (1,635) | |||||||||||
Investment in NGL Energy Holdings LLC (Note 12) | 0 | ||||||||||||
Equity issued pursuant to incentive compensation plan (in units) | 1,146,800 | ||||||||||||
Equity issued pursuant to incentive compensation plan (Note 9) | 3,259 | 3,259 | |||||||||||
Common unit repurchases and cancellations (in units) | (44,769) | ||||||||||||
Common unit repurchases and cancellations (Note 9) | (90) | (90) | |||||||||||
Units issued, net of offering costs (Note 9) | 100 | ||||||||||||
Net (loss) income | (184,101) | 655 | (289) | (184,467) | |||||||||
Sawtooth joint venture disposition (Note 17) | (51,097) | (51,097) | |||||||||||
Other comprehensive (loss) income | (42) | (42) | |||||||||||
Ending Balance (in units) at Mar. 31, 2022 | 14,385,642 | 130,695,970 | |||||||||||
Ending Balance at Mar. 31, 2022 | $ 714,453 | $ (308) | $ 17,394 | $ (52,478) | $ 348,359 | $ 401,486 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (184,101) | $ (639,187) | $ (398,780) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss from discontinued operations, net of tax | 0 | 1,769 | 218,235 |
Depreciation and amortization, including amortization of debt issuance costs | 306,208 | 331,200 | 276,848 |
(Gain) loss on early extinguishment or revaluation of liabilities, net | (8,308) | 22,953 | 7,853 |
Non-cash equity-based compensation expense | (1,052) | 6,727 | 26,510 |
Loss on disposal or impairment of assets, net | 94,254 | 475,436 | 261,786 |
Change in provision for expected credit losses | 929 | 5,988 | 1,002 |
Net adjustments to fair value of commodity derivatives | 116,556 | 83,578 | (85,941) |
Equity in earnings of unconsolidated entities | (1,400) | (1,938) | (1,291) |
Distributions of earnings from unconsolidated entities | 2,205 | 3,364 | 0 |
Lower of cost or net realizable value adjustments | 14,761 | 3,898 | 33,973 |
Other | 2,310 | 1,513 | 2,541 |
Changes in operating assets and liabilities, exclusive of acquisitions: | |||
Accounts receivable-trade and affiliates | (397,607) | (162,031) | 436,349 |
Inventories | (119,806) | (92,731) | 29,779 |
Other current and noncurrent assets | 40,158 | 92,555 | 14,081 |
Accounts payable-trade and affiliates | 405,420 | 207,505 | (375,257) |
Other current and noncurrent liabilities | (64,681) | (34,836) | (65,262) |
Net cash provided by operating activities-continuing operations | 205,846 | 305,763 | 382,426 |
Net cash (used in) provided by operating activities-discontinued operations | 0 | (1,769) | 81,629 |
Net cash provided by operating activities | 205,846 | 303,994 | 464,055 |
INVESTING ACTIVITIES: | |||
Capital expenditures | (142,359) | (186,801) | (555,713) |
Acquisitions, net of cash acquired | 0 | 901 | (1,268,474) |
Net settlements of commodity derivatives | (152,055) | (80,372) | 86,702 |
Proceeds from sales of assets | 18,500 | 45,742 | 17,621 |
Proceeds from divestitures of businesses and investments, net | 63,489 | 0 | 0 |
Investments in unconsolidated entities | (350) | (963) | (21,218) |
Distributions of capital from unconsolidated entities | 367 | 0 | 440 |
Repayments on loan for natural gas liquids facility | 0 | 0 | 3,022 |
Net cash used in investing activities-continuing operations | (212,408) | (221,493) | (1,737,620) |
Net cash provided by investing activities-discontinued operations | 0 | 0 | 298,864 |
Net cash used in investing activities | (212,408) | (221,493) | (1,438,756) |
FINANCING ACTIVITIES: | |||
Proceeds from borrowings under revolving credit facilities | 1,815,000 | 1,261,000 | 4,074,000 |
Payments on revolving credit facilities | (1,703,000) | (2,727,000) | (3,775,000) |
Issuance of senior secured and unsecured notes and term credit agreement | 0 | 2,300,000 | 700,000 |
Repayment of term credit agreements | 0 | (555,562) | 0 |
Repayment and repurchase of senior unsecured notes | (83,167) | (115,796) | (454) |
Proceeds from borrowings on other long-term debt | 0 | 50,000 | 0 |
Payments on other long-term debt | (7,390) | (5,590) | (653) |
Debt issuance costs | (12,932) | (65,566) | (14,950) |
Distributions to general and common unit partners and preferred unitholders | 0 | (142,128) | (244,400) |
Distributions to noncontrolling interest owners | (1,635) | (4,115) | (1,145) |
Proceeds from sale of preferred units, net of offering costs | 0 | 0 | 622,391 |
Payments for redemption of preferred units | 0 | 0 | (265,128) |
Common unit repurchases and cancellations | (90) | (182) | (1,644) |
Payments to settle contingent consideration liabilities | (1,231) | (95,437) | (98,958) |
Investment in NGL Energy Holdings LLC | 0 | 0 | (15,226) |
Net cash provided by (used in) financing activities | 5,555 | (100,376) | 978,833 |
Net (decrease) increase in cash and cash equivalents | (1,007) | (17,875) | 4,132 |
Cash and cash equivalents, beginning of period | 4,829 | 22,704 | 18,572 |
Cash and cash equivalents, end of period | 3,822 | 4,829 | 22,704 |
Supplemental cash flow information: | |||
Cash interest paid | 254,814 | 168,642 | 155,445 |
Income taxes paid (net of income tax refunds) | 2,480 | 2,586 | 4,931 |
Supplemental non-cash investing and financing activities: | |||
Distributions declared but not paid to preferred unitholders | 0 | 13,814 | 18,687 |
Accrued capital expenditures | $ 14,558 | $ 21,824 | $ 88,917 |
Nature of Operations and Organi
Nature of Operations and Organization | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Organization | Nature of Operations and Organization NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership formed in September 2010. NGL Energy Holdings LLC serves as our general partner. At March 31, 2022, our operations included three segments: • Our Water Solutions segment transports, treats, recycles and disposes of produced and flowback water generated from crude oil and natural gas production. We also sell produced water for reuse and recycle 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. • 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 owned and leased pipelines. • Our Liquids Logistics segment 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 24 owned terminals, third-party storage and terminal facilities, nine common carrier pipelines and a fleet of leased railcars. We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia, and expect to commence operations on our propane pipeline in Michigan in June 2022. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. Critical accounting estimates we make in the preparation of our consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectibility of accounts and notes receivable and accruals for environmental matters. Although we believe these estimates are reasonable, actual results could differ from those estimates. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels: • Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties. • Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability. Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our consolidated balance sheets except for normal purchase and normal sale transactions that are expected to result in physical delivery. For these transactions, 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 partner’s basis in the Partnership. We have certain taxable corporate subsidiaries in the United States and Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2018 to 2021 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 value 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 initial public offering. We have a deferred tax liability of $43.5 million and $45.8 million at March 31, 2022 and 2021, respectively, as a result of acquiring corporations in connection with certain of our acquisitions, 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, 2022 was $1.2 million with an effective tax rate of 11.3%. The deferred tax benefit recorded during the year ended March 31, 2021 was $4.7 million with an effective tax rate of 39.7%. 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 uncertain tax positions that required recognition in our consolidated financial statements at March 31, 2022 or 2021. Cash and Cash Equivalents Management considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. We place our cash and cash equivalents with financial institutions that are insured by the Federal Deposit Insurance Corporation; however, we maintain deposits in banks which exceed the amount of deposit insurance available. Management routinely assesses the financial condition of the institutions and believes that any possible credit loss would be minimal. Accounts Receivable and Concentration of Credit Risk We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customer’s creditworthiness as well as general economic conditions. See Note 16 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. CITGO Petroleum Corporation accounted for 12.8% of our consolidated revenues for the year ended March 31, 2022. The majority of the revenue for this customer pertains to our Crude Oil Logistics segment activities, and sales to this customer occur mainly out of our crude oil terminal in Cushing, Oklahoma. We did not have any customers that represented over 10% of consolidated revenues for the years ended March 31, 2021 and 2020. 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, 2022 2021 (in thousands) Crude oil $ 135,485 $ 64,916 Propane 43,971 45,521 Butane 33,144 19,189 Biodiesel 20,474 16,169 Diesel 3,504 2,252 Ethanol 3,503 3,056 Other 11,196 7,364 Total $ 251,277 $ 158,467 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, 2022, cumulative equity earnings and cumulative distributions of our unconsolidated entities since they were acquired were $6.5 million and $9.4 million, respectively. Our investments in unconsolidated entities consist of the following at the dates indicated: March 31, Entity Segment Ownership Interest 2022 2021 (in thousands) Water services and land company Water Solutions 50% $ 15,714 $ 15,832 Water services and land company Water Solutions 10% 2,863 3,254 Water services and land company Water Solutions 50% 2,210 2,284 Aircraft company (1) Corporate and Other 50% 538 748 Water services company Water Solutions 50% 409 424 Natural gas liquids terminal company Liquids Logistics 50% 163 177 Total $ 21,897 $ 22,719 (1) This is an investment with a related party. See Note 12 for a further discussion. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) Linefill (1) $ 28,065 $ 28,110 Minimum shipping fees - pipeline commitments (2) 8,899 13,171 Loan receivable (3) 3,147 2,962 Other 5,691 6,490 Total $ 45,802 $ 50,733 (1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2022 and 2021, linefill consisted of 423,978 barrels of crude oil. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4). 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 linefill to the market price of propane as of March 31, 2020. (2) Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for a contract with a crude oil pipeline operator. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 8). As of March 31, 2022, the deficiency credit was $13.2 million, of which $4.3 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet. (3) Represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) Accrued interest $ 56,104 $ 56,299 Derivative liabilities 27,108 21,562 Accrued compensation and benefits 18,417 41,456 Excise and other tax liabilities 10,451 10,970 Product exchange liabilities 853 1,188 Other 27,786 38,925 Total $ 140,719 $ 170,400 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 4). 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 ABL Facility (as defined herein) and the Sawtooth Caverns, LLC (“Sawtooth”) 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 6). 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. If the carrying value is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value. 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 4 and Note 6 for a further discussion of long-lived asset impairments recognized in the consolidated statements of operations. We evaluate our investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the fair value of such investment may have experienced a decline to less than its carrying value and the decline is other than temporary. Goodwill Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Business combinations are accounted for using the “acquisition method”. We expect that all of our goodwill at March 31, 2022 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 on January 1 of our fiscal year, and more frequently if circumstances warrant. For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics. For each reporting unit, we perform a qualitative assessment of relevant events and circumstances about the likelihood of goodwill impairment. If it is deemed more likely than not that the fair value of the reporting unit is less than its carrying value, we calculate the fair value of the reporting unit. Otherwise, further testing is not required. If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, goodwill is considered to be impaired and the goodwill balance is reduced by the difference between the fair value and carrying value 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 5 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 holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet. 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. Reclassifications We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows. Recent Accounting Pronouncements In November 2020, the Securities and Exchange Commission (“SEC”) issued a Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information”, 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. Management’s 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 the Annual Report on Form 10-K for the year ended March 31, 2021. Effective March 31, 2022, we adopted the guidance to comply with the requirements in Item 303. Management’s Discussion and Analysis of Financial Condition and Results of Operations. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU (i) simplifies an issuer’s accounting for convertible instruments by eliminating two of the three models in Accounting Standards Codification (“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 entity’s own equity by removing certain requirements. We adopted this guidance on April 1, 2022 using the modified retrospective method. Under our Class D Preferred Unit (as defined in Note 9) agreement, we are permitted to issue common units to redeem a portion of the outstanding Class D Preferred Units. Using the if-converted method, we expect our calculation of earnings per unit to be impacted by both an increase in the number of diluted weighted average common units outstanding and a decrease in the amount of Class D Preferred Unit distributions, when they are determined to be dilutive. Other than the potential impact to our future earnings per unit calculations, the adoption of this guidance did not impact our financial position, results of operations or cash flows related to any debt or preferred units issued prior to adoption. |
Loss Per Common Unit
Loss Per Common Unit | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Unit [Abstract] | |
Loss Per Common Unit | Loss Per Common Unit The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Year Ended March 31, 2022 2021 2020 Weighted average common units outstanding during the period: Common units - Basic 129,840,234 128,980,823 127,411,908 Common units - Diluted 129,840,234 128,980,823 127,411,908 For the years ended March 31, 2022, 2021 and 2020, all potential common units or convertible securities were considered antidilutive. Our loss per common unit is as follows for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands, except unit and per unit amounts) Loss from continuing operations $ (184,101) $ (637,418) $ (180,545) Less: Continuing operations (income) loss attributable to noncontrolling interests (655) (632) 1,773 Net loss from continuing operations attributable to NGL Energy Partners LP (184,756) (638,050) (178,772) Less: Distributions to preferred unitholders (1)(2) (104,163) (93,364) (188,734) Less: Continuing operations net loss allocated to general partner (3) 289 731 260 Net loss from continuing operations allocated to common unitholders $ (288,630) $ (730,683) $ (367,246) Loss from discontinued operations, net of tax $ — $ (1,769) $ (218,235) Less: Discontinued operations net loss allocated to general partner (3) — 2 218 Net loss from discontinued operations allocated to common unitholders $ — $ (1,767) $ (218,017) Net loss allocated to common unitholders $ (288,630) $ (732,450) $ (585,263) Basic loss per common unit Loss from continuing operations $ (2.22) $ (5.67) $ (2.88) Loss from discontinued operations, net of tax $ — $ (0.01) $ (1.71) Net loss $ (2.22) $ (5.68) $ (4.59) Diluted loss per common unit Loss from continuing operations $ (2.22) $ (5.67) $ (2.88) Loss from discontinued operations, net of tax $ — $ (0.01) $ (1.71) Net loss $ (2.22) $ (5.68) $ (4.59) Basic weighted average common units outstanding 129,840,234 128,980,823 127,411,908 Diluted weighted average common units outstanding 129,840,234 128,980,823 127,411,908 (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 9, are included in the year ended March 31, 2020. (2) Includes cumulative distributions for the year ended March 31, 2022 and for the quarter ended March 31, 2021 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions). |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 173,199 $ 319,554 Pipeline and related facilities 30 - 40 265,643 264,405 Vehicles and railcars 3 - 25 93,126 126,088 Water treatment facilities and equipment 3 - 30 2,040,687 1,930,437 Crude oil tanks and related equipment 2 - 30 236,805 238,924 Barges and towboats 5 - 30 138,778 137,386 Information technology equipment 3 - 7 48,664 50,220 Buildings and leasehold improvements 3 - 40 151,071 165,679 Land 100,038 100,352 Tank bottoms and linefill (1) 30,443 20,237 Other 3 - 20 15,252 15,054 Construction in progress 55,690 114,796 3,349,396 3,483,132 Accumulated depreciation (887,006) (776,279) Net property, plant and equipment $ 2,462,390 $ 2,706,853 (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. Linefill, 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, 2022 2021 2020 (in thousands) Depreciation expense $ 203,783 $ 190,204 $ 132,791 Capitalized interest expense $ 916 $ 2,778 $ 650 Amounts in the table above do not include depreciation expense and capitalized interest related to TransMontaigne Product Services, LLC (“TPSL”), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2020 (see Note 18). 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, 2022 2021 2020 (in thousands) Water Solutions $ 28,068 $ 36,492 $ 22,491 Crude Oil Logistics (3,194) 1,766 36 Liquids Logistics 11,750 3,350 (30) Corporate and Other — 228 — Total $ 36,624 $ 41,836 $ 22,497 During the year ended March 31, 2022, the following transactions were recorded: • A net loss of $22.3 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 in our Water Solutions segment. • A loss of $11.8 million on the sale of a natural gas liquids terminals in our Liquids Logistics segment. • An impairment charge of $5.8 million to write down the value of an inactive saltwater disposal facility that we do not expect to bring back online as a result of suspended operations from increased seismic activity in our Water Solutions segment. • A loss of $2.2 million from the retirement of certain crude oil terminal assets damaged as part of Hurricane Ida in our Crude Oil Logistics segment. • A gain of $5.5 million on the sale of our trucking assets in our Crude Oil Logistics segment. During the year ended March 31, 2021, the following transactions were recorded within our Water Solutions segment: • 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 6 for a discussion of the impairment of intangible assets within this asset group. • 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. • 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. • A gain of $12.8 million related to the sale of certain permits, land and a saltwater disposal facility (see Note 17). During the year ended March 31, 2020, the following transactions were recorded within our Water Solutions segment: • An impairment charge of $13.5 million to write down the value of certain inactive saltwater disposal facilities. • 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, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes changes in goodwill by segment for the period indicated: Water Crude Oil Liquids Total (in thousands) Balances at March 31, 2020 $ 294,658 $ 579,846 $ 119,083 $ 993,587 Revisions to acquisition accounting (11,348) — — (11,348) Impairment — (237,800) — (237,800) Balances at March 31, 2021 $ 283,310 $ 342,046 $ 119,083 $ 744,439 Balances at March 31, 2022 $ 283,310 $ 342,046 $ 119,083 $ 744,439 Fiscal Year 2022 Goodwill Impairment Assessment We performed a qualitative assessment as of January 1, 2022 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, 2022, with the exception of our Crude Oil Logistics reporting unit. See below for a further discussion of the testing. Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2022. 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 exceeded its carrying value by approximately 12.0%. 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 unit 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 17, in December 2020, we reached a settlement in the Extraction Oil & Gas, Inc.(“Extraction”) 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. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: Weighted- Average March 31, 2022 March 31, 2021 Description Remaining Useful Life Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.4 $ 1,200,919 $ (436,837) $ 764,082 $ 1,318,638 $ (450,639) $ 867,999 Customer commitments 22.3 192,000 (21,120) 170,880 192,000 (13,440) 178,560 Pipeline capacity rights 21.7 7,799 (2,167) 5,632 7,799 (1,907) 5,892 Rights-of-way and easements 31.8 91,664 (12,201) 79,463 90,703 (9,270) 81,433 Water rights 17.1 99,869 (20,404) 79,465 100,369 (14,454) 85,915 Executory contracts and other agreements 22.5 20,931 (3,014) 17,917 48,709 (21,300) 27,409 Non-compete agreements 0.6 7,000 (6,487) 513 12,100 (6,102) 5,998 Debt issuance costs (1) 3.9 22,202 (5,055) 17,147 9,558 (406) 9,152 Total amortizable 1,642,384 (507,285) 1,135,099 1,779,876 (517,518) 1,262,358 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,642,639 $ (507,285) $ 1,135,354 $ 1,780,131 $ (517,518) $ 1,262,613 (1) Includes debt issuance costs related to the ABL Facility (as defined herein) and the Sawtooth credit agreement. Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. Write off of Intangible Assets For intangible assets other than debt issuance costs, we record (gains) losses from the sales of intangible assets and any write-downs in value due to impairment within loss on disposal or impairment of assets, net in our consolidated statement of operations. We record the write-off of debt issuance costs within gain (loss) on early extinguishment of liabilities, net in our consolidated statement of operations. During the year ended March 31, 2022, we recorded the following: • A gain of $1.6 million related to the sale of certain intangible assets in our Water Solutions segment. • A loss of $0.1 million from the write-off of debt issuance costs related to the Sawtooth credit agreement which was paid off and terminated prior to us selling our ownership interest in Sawtooth (see Note 17). During the year ended March 31, 2021, we recorded the following: • 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 Extraction’s bankruptcy. See Note 17 for a further discussion of Extraction’s bankruptcy and the impairment of the intangible asset. • 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 4). • A $4.5 million write off of the debt issuance costs related to a former revolving credit facility which was repaid and terminated on February 4, 2021 (see Note 7). • 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 4). Amortization expense is as follows for the periods indicated: Year Ended March 31, Recorded In 2022 2021 2020 (in thousands) Depreciation and amortization $ 84,937 $ 127,023 $ 132,521 Cost of sales 281 307 349 Interest expense 4,779 5,572 5,462 Operating expenses 247 247 286 Total $ 90,244 $ 133,149 $ 138,618 Amounts in the table above do not include amortization expense related to TPSL, as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2020 (see Note 18). The following table summarizes expected amortization of our intangible assets at March 31, 2022 (in thousands): Year Ending March 31, 2023 $ 82,380 2024 75,663 2025 67,445 2026 64,639 2027 60,233 Thereafter 784,739 Total $ 1,135,099 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: March 31, 2022 March 31, 2021 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (“2026 Senior Secured Notes”) $ 2,050,000 $ (35,140) $ 2,014,860 $ 2,050,000 $ (44,246) $ 2,005,754 Asset-based revolving credit facility (“ABL Facility”) 116,000 — 116,000 4,000 — 4,000 Senior unsecured notes: 7.500% Notes due 2023 (“2023 Notes”) 475,702 (1,873) 473,829 555,251 (3,564) 551,687 6.125% Notes due 2025 (“2025 Notes”) 380,020 (2,456) 377,564 380,020 (3,297) 376,723 7.500% Notes due 2026 (“2026 Notes”) 332,402 (3,460) 328,942 338,402 (4,378) 334,024 Other long-term debt 41,705 (59) 41,646 49,095 (70) 49,025 3,395,829 (42,988) 3,352,841 3,376,768 (55,555) 3,321,213 Less: Current maturities 2,378 — 2,378 2,183 — 2,183 Long-term debt $ 3,393,451 $ (42,988) $ 3,350,463 $ 3,374,585 $ (55,555) $ 3,319,030 (1) Debt issuance costs related to the ABL Facility and the Sawtooth credit agreement (included in other long-term debt) are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. 2026 Senior Secured Notes On February 4, 2021, we closed on our private offering of $2.05 billion of 7.5% 2026 Senior Secured Notes. Interest 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 “Indenture”). 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, 2022, we were in compliance with the covenants under the 2026 Senior Secured Notes indenture. ABL Facility On February 4, 2021, we closed on our ABL Facility that is subject to a borrowing base, which includes a sub-limit for letters of credit. The initial commitments totaled $500.0 million and the sub-limit for letters of credit was $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, 2022, $116.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $155.1 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. All borrowings under the ABL Facility bear interest at our option, at either (i) a LIBOR-based rate (with such customary provisions under the ABL Facility providing for the replacement of LIBOR with any successor rate such rate having been determined to be a SOFR-base rate (as defined herein) or (ii) an alternate base rate, in each case plus an applicable borrowing margin based on our fixed charge coverage ratio (as defined in the ABL Facility). The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for LIBOR/SOFR-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, 2022, the borrowings under the ABL Facility had a weighted average interest rate of 4.64% calculated as the prime rate of 3.50% plus a margin of 2.00% on the alternate base rate borrowings and weighted average LIBOR of 0.50% plus a margin of 3.00% for the LIBOR borrowings. On March 31, 2022, the interest rate in effect on letters of credit was 3.00%. The ABL Facility 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 ABL Facility contains, as the only financial covenant, a 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 ABL Facility). At March 31, 2022, no Cash Dominion Event had occurred. On April 13, 2022, we amended the ABL Facility to increase the commitments to $600.0 million under the accordion feature within the ABL Facility. As part of the amendment, we agreed to reduce the commitments back to $500.0 million on or before March 31, 2023. In addition, the sub-limit for letters of credit was increased to $250.0 million and the LIBOR benchmark was replaced with an adjusted forward-looking term rate based on the secured overnight financing rate (“SOFR”) as the interest rate benchmark. At March 31, 2022, we were in compliance with the covenants under the ABL Facility. Senior Unsecured Notes The senior unsecured notes include the 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Senior Unsecured Notes”). 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 certain covenants that govern our ability to (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 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. Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands) 2023 Notes Notes repurchased $ 79,549 $ 52,072 $ — Cash paid (excluding payments of accrued interest) $ 77,847 $ 33,566 $ — Gain on early extinguishment of debt (1) $ 1,318 $ 18,096 $ — 2025 Notes Notes repurchased $ — $ 7,300 $ 1,815 Cash paid (excluding payments of accrued interest) $ — $ 3,647 $ 454 Gain on early extinguishment of debt (2) $ — $ 3,575 $ 1,341 2026 Notes Notes repurchased $ 6,000 $ 111,598 $ — Cash paid (excluding payments of accrued interest) $ 5,320 $ 78,583 $ — Gain on early extinguishment of debt (3) $ 610 $ 31,463 $ — (1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.4 million and $0.4 million, respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations. (2) 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 gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations. (3) Gain on early extinguishment of debt for the 2026 Notes during the years ended March 31, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.1 million and $1.6 million, respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations. Compliance At March 31, 2022, we were in compliance with the covenants under all of the Senior Unsecured Notes indentures. Other Long-Term Debt The Sawtooth credit agreement was paid off and terminated prior to us selling our ownership interest in Sawtooth on June 18, 2021 (see Note 17). On October 29, 2020, we entered into an equipment loan for $45.0 million 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 $41.7 million at March 31, 2022. The loan matures on November 1, 2027. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at March 31, 2022: Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other Total (in thousands) 2023 $ — $ — $ — $ 2,378 $ 2,378 2024 — — 475,702 2,816 478,518 2025 — — 380,020 3,068 383,088 2026 2,050,000 116,000 — 3,343 2,169,343 2027 — — 332,402 3,642 336,044 Thereafter — — — 26,458 26,458 Total $ 2,050,000 $ 116,000 $ 1,188,124 $ 41,705 $ 3,395,829 Amortization of Debt Issuance Costs Amortization expense for debt issuance costs related to long-term debt was $12.2 million, $7.8 million and $5.4 million during the years ended March 31, 2022, 2021 and 2020, respectively. The following table summarizes expected amortization of debt issuance costs at March 31, 2022 (in thousands): Year Ending March 31, 2023 $ 12,049 2024 11,560 2025 10,801 2026 8,526 2027 46 Thereafter 6 Total $ 42,988 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against NGL Energy Holdings LLC (the “GP”) and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc. and related assets in July 2014. After pre-trial rulings, LCT was limited to pursuing claims of (i) quantum meruit (the value of the services rendered by LCT) and (ii) fraudulent misrepresentation against the defendants. Following a jury trial conducted in Delaware state court from July 23, 2018 through August 1, 2018, the jury returned a verdict consisting of an award of $4.0 million for quantum meruit and $29.0 million for fraudulent misrepresentation, subject to statutory interest. On December 5, 2019, in response to the defendants’ post-trial motion, the Court issued an Order overturning the jury’s damages award and ordering the case to be set for a damages-only trial (the “December 5th Order”). 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 (“Supreme Court”) 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 “benefit-of-the-bargain” 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 LCT’s claim of fraudulent misrepresentation; and (d) the trial court properly ordered a new trial on LCT’s claim of quantum meruit damages. The date for the new trial, to be limited to the quantum meru i t claim, has been set by the trial court for November 7, 2022. 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, 2022, 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, 2022, we have an environmental liability, measured on an undiscounted basis, of $1.8 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. 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, 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 Liabilities incurred 1,865 Liabilities associated with disposed assets (2) (1,716) Accretion expense 1,713 Balance at March 31, 2022 $ 29,941 (1) Relates to the sale of certain permits, land and saltwater disposal facility (see Note 17). (2) Relates primarily to the disposition of Sawtooth (se e Note 17 ) as well as the sale of certain water disposal wells. 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. Pipeline Capacity Agreements We have noncancelable agreements with crude oil pipeline operators, which guarantee us minimum monthly shipping capacity on their 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, 2022 (in thousands): Year Ending March 31, 2023 $ 35,314 2024 35,410 2025 30,897 Total $ 101,621 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, 2022, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: 2023 $ 188,915 1,815 $ 15,619 14,280 2024 — — 4,588 6,048 Total $ 188,915 1,815 $ 20,207 20,328 Index-Price Commodity Purchase Commitments: 2023 $ 3,875,415 42,808 $ 1,428,476 999,240 2024 2,269,526 29,188 20,314 26,327 2025 1,654,300 22,775 — — 2026 687,824 10,410 — — Total $ 8,487,065 105,181 $ 1,448,790 1,025,567 (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, 2022, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: 2023 $ 187,058 1,839 $ 53,795 46,853 2024 — — 7,844 9,692 2025 — — 46 50 Total $ 187,058 1,839 $ 61,685 56,595 Index-Price Commodity Sale Commitments: 2023 $ 3,093,185 32,502 $ 720,695 420,793 2024 837,815 10,248 1,074 842 2025 777,060 10,220 — — 2026 28,698 390 — — Total $ 4,736,758 53,360 $ 721,769 421,635 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 10) 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 10, and represent $52.0 million of our prepaid expenses and other current assets and $23.0 million of our accrued expenses and other payables at March 31, 2022. 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, 2022 (in thousands): Year Ending March 31, 2023 $ 12,092 2024 8,204 2025 3,257 2026 1,195 2027 1,182 Thereafter 5,502 Total $ 31,432 As part of the acquisition of Hillstone Environmental Partners, LLC (“Hillstone”), 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, 2022, 2021 and 2020, we recorded $2.1 million, $2.6 million and $0.8 million, respectively, within operating expense in our consolidated statements of operations. At March 31, 2022, the range of potential payments we could be obligated to make pursuant to the subsidy agreement could be from $0.0 million to $2.4 million. |
Equity
Equity | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity | Equity Partnership Equity The Partnership’s equity consists of a 0.1% general partner interest and a 99.9% limited partner interest, which consists of common units. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest. Our general partner is not required to guarantee or pay any of our debts or obligations. As of March 31, 2022, 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, 2022, 2021 and 2020, we issued 1,103, 823 and 4,268, 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 did not repurchase any units under this plan and this plan has expired. Suspension of Common Unit and Preferred Unit Distributions The board of directors of our general partner temporarily suspended all distributions (common unit distributions which began with the quarter ended December 31, 2020 and preferred unit distributions which began 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 7. Our Distributions The following table summarizes distributions declared on our common units during the years ended March 31, 2021 and 2020: Date Declared Record Date Payment Date Amount Amount Paid to Amount Paid to (in thousands) (in thousands) April 24, 2019 May 7, 2019 May 15, 2019 $ 0.3900 $ 49,127 $ 85 July 23, 2019 August 7, 2019 August 14, 2019 $ 0.3900 $ 49,217 $ 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 (“Class A Preferred Units”) to Oaktree Capital Management L.P. and its co-investors (“Oaktree”). On June 23, 2016, the private placement agreement was amended to increase the aggregate principal amount from $200 million to $240 million. We received net proceeds of $235.0 million (net of offering costs of $5.0 million) in connection with the issuance of 19,942,169 Class A Preferred Units and 4,375,112 warrants, 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. 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 for the year ended March 31, 2020. 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 (“Class B Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $202.7 million (net of the underwriters’ discount of $6.6 million and offering costs of $0.7 million). On July 2, 2019, we issued 4,185,642 Class B Preferred Units to fund a portion of the purchase price for the Mesquite acquisition. 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 interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread of 7.213%. The following table summarizes distributions declared on our Class B Preferred Units for the years ended March 31, 2021 and 2020: Date Declared Record Date Payment Date Amount Per Unit Amount Paid to Class B (in thousands) March 15, 2019 April 1, 2019 April 15, 2019 $ 0.5625 $ 4,725 June 14, 2019 July 1, 2019 July 15, 2019 $ 0.5625 $ 4,725 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 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). For the quarter ended March 31, 2022, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the quarterly distribution for March 31, 2022 is $0.5625 and the cumulative distributions since suspension for each Class B Preferred unit is $2.8125. In addition, the amount of cumulative but unpaid distribution shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full. The total amount due as of March 31, 2022 is $36.9 million. Class C Preferred Units On April 2, 2019, we issued 1,800,000 of our 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $42.9 million (net of the underwriters’ 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 interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread of 7.384%. The following table summarizes distributions declared on our Class C Preferred Units for the years ended March 31, 2021 and 2020: 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 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). For the quarter ended March 31, 2022, we did not declare or pay distributions to the holders of the Class C Preferred Units, thus the quarterly distribution for each Class C Preferred Unit is $0.6016 and the cumulative distribution since suspension for each Class C Preferred Unit is $3.0078. In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full. The total amount due as of March 31, 2022 is $5.7 million. Class D Preferred Units On July 2, 2019, we completed a private placement of an aggregate of 400,000 preferred units (“Class D Preferred Units”) 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. 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 July 2, 2019 (the “Closing Date”) and ending on the date and including the last day of the eleventh full quarter following Closing Date, (ii) 10.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on and including the first day of the twelfth full quarter following the Closing Date and ending on the last day of the nineteenth full quarter following the Closing Date, and (iii) thereafter, 10.00% per annum or, at the purchasers’ election from time to time, a floating rate equal to the applicable three-month LIBOR (or alternative rate as determined in accordance with the partnership agreement), plus 7.00% per annum. The following table summarizes cash distributions declared on our Class D Preferred Units for the years ended March 31, 2021 and 2020: 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 The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per every $1,000 in unit value per year), plus an additional 1.5% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the Amended and Restated Partnership Agreement. For the quarter ended March 31, 2022, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the average quarterly distribution at March 31, 2022 is $27.32 and the average cumulative distribution since suspension for each Class D Preferred unit is $135.28. In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full. The total amount due as of March 31, 2022 is $85.4 million. 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 Partnership’s election, a combination of cash and a number of common units not to exceed one-half of the aggregate then-applicable redemption price, as more fully described in the Amended and Restated Partnership Agreement. Upon a Class D Change of Control (as defined in the Amended and Restated Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to 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 “Premium Warrants”), and the remaining warrants to purchase 7,000,000 common units were issued with an exercise price of $14.54 per common unit (the “Par Warrants”). The warrants issued in the October 31, 2019 private placement are exercisable for, in the aggregate, 8,500,000 common units, of which, 5,000,000 (which are considered Premium Warrants) were issued with an exercise price of $16.28 per common unit, and the remaining warrants to purchase 3,500,000 (which are considered Par Warrants) 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 (“Purchasers”) 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 (“LTIP”), which allowed for the issuance of equity-based compensation. Our general partner 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 “Service Awards”). The Service 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 LTIP expired on May 10, 2021. The following table summarizes the Service Award activity during the year ended March 31, 2022: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2021 446,975 $6.61 Units granted 3,294,750 $2.15 Units vested and issued (1,146,800) $3.72 Units forfeited (406,125) $2.63 Unvested Service Award units at March 31, 2022 2,188,800 $2.15 The weighted-average grant prices for the years ended March 31, 2022, 2021 and 2020 were $2.15, $3.76 and $12.84, respectively. In connection with the vesting of certain Service Award units during the year ended March 31, 2022, we canceled 44,769 of the newly-vested common units in satisfaction of $0.1 million of employee tax liability paid by us. Pursuant to the expiration of the LTIP discussed below, those canceled units are not available for future grants. As of March 31, 2022, there are 1,459,075 unvested Service Award units which are expected to vest during the year ended March 31, 2023 and 729,725 unvested Service Award units which are expected to vest during the year ended March 31, 2024. 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, 2022, 2021 and 2020, we recorded compensation expense related to Service Award units of $3.3 million, $4.7 million and $8.5 million, respectively. During the years ended March 31, 2022 and 2021, no Service Award units were granted as performance bonuses. Of the Service Award units granted and vested during the year ended March 31, 2020, 1,886,131 units 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. As of March 31, 2022, we had estimated future expense of $3.1 million on unvested Service Award units which we expect to record during the year ended March 31, 2023 and $1.3 million which we expect to record during the year ended March 31, 2024. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature. Commodity Derivatives The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our consolidated balance sheet at the dates indicated: March 31, 2022 March 31, 2021 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 73,353 $ (47,585) $ 12,312 $ (17,857) Level 2 measurements 51,968 (27,372) 37,520 (24,474) 125,321 (74,957) 49,832 (42,331) Netting of counterparty contracts (1) (47,585) 47,585 (12,648) 12,648 Net cash collateral provided 839 — 2,660 5,543 Commodity derivatives $ 78,575 $ (27,372) $ 39,844 $ (24,140) (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, 2022 2021 (in thousands) Prepaid expenses and other current assets $ 78,575 $ 39,844 Accrued expenses and other payables (27,108) (21,562) Other noncurrent liabilities (264) (2,578) Net commodity derivative asset $ 51,203 $ 15,704 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, 2022: Crude oil fixed-price (1) April 2022–December 2023 (1,330) $ 35,662 Propane fixed-price (1) April 2022–December 2023 184 3,785 Refined products fixed-price (1) April 2022–December 2022 685 (6,063) Butane fixed-price (1) April 2022–December 2023 (268) (1,711) Other April 2022–March 2023 18,691 50,364 Net cash collateral provided 839 Net commodity derivative asset $ 51,203 At March 31, 2021: Crude oil fixed-price (1) April 2021–December 2023 (1,850) $ (5,414) Propane fixed-price (1) April 2021–December 2023 (195) 2,188 Refined products fixed-price (1) April 2021–January 2022 (503) 1,928 Butane fixed-price (1) April 2021–March 2022 (753) (3,764) Other April 2021–June 2022 12,563 7,501 Net cash collateral provided 8,203 Net commodity derivative asset $ 15,704 (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, 2022 $ (116,556) 2021 $ (83,578) 2020 $ 85,941 Amounts in the table above do not include net (losses) gains from our commodity derivatives related to Mid-Con, Gas Blending and TPSL as these amounts have been classified as discontinued operations within our consolidated statements of operations for the years ended March 31, 2021 and 2020 (see Note 18). Credit Risk We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At March 31, 2022, 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, which has since been determined to be SOFR). At March 31, 2022, we had $116.0 million of outstanding borrowings under the ABL Facility at a weighted average interest rate of 4.64%. In addition, on and after certain dates, distributions for our Class B Preferred Units and Class C Preferred Units will be calculated using the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread (see Note 9 for a further discussion). Fair Value of Fixed-Rate Notes The following table provides fair values estimates of our fixed-rate notes at March 31, 2022 (in thousands): Senior Secured Notes: 2026 Senior Secured Notes $ 2,016,688 Senior Unsecured Notes: 2023 Notes $ 455,485 2025 Notes $ 329,984 2026 Notes $ 290,298 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, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments Our operations are organized into three reportable segments: (i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Our Liquids Logistics reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided. Operating income of these segments is reviewed by the chief operating decision maker to evaluate performance and make business decisions. Intersegment transactions are recorded based on prices negotiated between the segments and are eliminated upon consolidation. See Note 1 for a discussion of the products and services of our reportable segments. The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments. The following table summarizes revenues related to our segments for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 409,548 $ 317,640 $ 330,877 Sale of recovered crude oil 77,203 28,599 59,445 Sale of water 39,518 13,569 12,381 Other service revenues 18,597 11,178 19,356 Total Water Solutions revenues 544,866 370,986 422,059 Crude Oil Logistics: Topic 606 revenues Crude oil sales 2,432,393 1,574,699 2,383,812 Crude oil transportation and other 75,484 142,233 170,138 Non-Topic 606 revenues 8,687 11,355 13,991 Elimination of intersegment sales (11,068) (6,651) (18,174) Total Crude Oil Logistics revenues 2,505,496 1,721,636 2,549,767 Liquids Logistics: Topic 606 revenues Refined products sales 1,899,761 1,123,963 2,399,642 Propane sales 1,322,210 1,023,479 842,400 Butane sales 861,998 516,358 562,053 Other product sales 551,841 373,707 484,373 Service revenues 8,781 22,270 37,938 Non-Topic 606 revenues 254,285 79,442 289,713 Elimination of intersegment sales (1,323) (6,073) (4,983) Total Liquids Logistics revenues 4,897,553 3,133,146 4,611,136 Corporate and Other: Non-Topic 606 revenues — 1,255 1,038 Total Corporate and Other revenues — 1,255 1,038 Total revenues $ 7,947,915 $ 5,227,023 $ 7,584,000 The following table summarizes depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 6 and Note 7) and operating income (loss) by segment for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands) Depreciation and Amortization: Water Solutions $ 214,805 $ 222,354 $ 163,874 Crude Oil Logistics 48,489 60,874 70,759 Liquids Logistics 19,000 29,503 28,279 Corporate and Other 23,914 18,469 13,936 Total $ 306,208 $ 331,200 $ 276,848 Operating Income (Loss): Water Solutions $ 94,851 $ (92,720) $ (173,064) Crude Oil Logistics 45,033 (304,330) 117,768 Liquids Logistics (8,441) 70,441 142,411 Corporate and Other (48,400) (64,144) (90,447) Total $ 83,043 $ (390,753) $ (3,332) The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Year Ended March 31, 2022 2021 2020 (in thousands) Water Solutions $ 115,267 $ 66,649 $ 2,076,866 Crude Oil Logistics 6,422 9,933 28,828 Liquids Logistics 11,185 31,172 19,753 Corporate and Other 2,148 11,953 7,968 Total $ 135,022 $ 119,707 $ 2,133,415 All of the tables above do not include amounts related to Mid-Con, Gas Blending and TPSL, as these amounts have been classified as discontinued operations within our consolidated statements of operations for the years ended March 31, 2021 and 2020 (see Note 18). 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, 2022 2021 (in thousands) Long-lived assets, net: Water Solutions $ 2,970,911 $ 3,104,450 Crude Oil Logistics 1,050,546 1,090,578 Liquids Logistics (1) 385,783 626,221 Corporate and Other 49,067 44,802 Total $ 4,456,307 $ 4,866,051 (1) Includes $17.1 million and $20.9 million of non-US long-lived assets at March 31, 2022 and 2021, respectively. March 31, 2022 2021 (in thousands) Total assets: Water Solutions $ 3,130,659 $ 3,204,850 Crude Oil Logistics 1,952,048 1,665,005 Liquids Logistics (1) 888,927 1,003,370 Corporate and Other 98,711 74,116 Total $ 6,070,345 $ 5,947,341 (1) Includes $40.2 million and $37.9 million of non-US total assets at March 31, 2022 and 2021, respectively. |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Transactions with Affiliates The following table summarizes our related party transactions for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands) Sales to entities affiliated with management $ — $ 18,402 $ 8,367 Purchases from entities affiliated with management $ 1,489 $ 1,239 $ 3,799 Sales to equity method investees $ — $ — $ 203 Purchases from equity method investees $ 1,091 $ 3,249 $ 2,120 Sales to WPX (1) $ 39,129 $ 48,222 Purchases from WPX (1) $ 216,487 $ 313,578 Sales to SemGroup (2) $ 458 (1) As previously disclosed, a member of the board of directors of our general partner was an executive officer of WPX Energy, Inc. (“WPX”) and has subsequently retired. Therefore, we are no longer classifying transactions with WPX as a related party. The prior year amounts relate to purchases and sales of crude oil with WPX as well as the treatment and disposal of produced water and solids received from WPX. (2) As previously disclosed, SemGroup Corporation (“SemGroup”), who holds ownership interests in our general partner, was acquired by Energy Transfer LP (“ET”) in December 2019. 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. Therefore, information for the six months ended September 30, 2019 has been retained but we have not disclosed any information related to transactions subsequent to September 30, 2019. Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) NGL Energy Holdings LLC $ 8,483 $ 8,245 Equity method investees 107 462 Entities affiliated with management 1 728 Total $ 8,591 $ 9,435 Accounts payable to affiliates consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) Equity method investees $ 27 $ 107 Entities affiliated with management 46 12 Total $ 73 $ 119 Other Related Party Transactions Guarantee of Outstanding Loan for KAIR2014 LLC (“KAIR2014”) In connection with the purchase of our 50% interest in an aircraft company, KAIR2014, discussed below, we executed a joint and several guarantee for the benefit of the lender for KAIR2014’s outstanding loan. The other owner of KAIR2014, our Chief Executive Officer, H. Michael Krimbill, is a party to a similar guarantee. This guarantee obligates us for the payment and performance of KAIR2014 with respect to the repayment of the loan. As of March 31, 2022, the outstanding balance of the loan is approximately $2.5 million. Payments are made monthly, reducing the outstanding balance, and the loan matures in September 2023. As the guarantee is joint and several, we could be liable for the entire outstanding balance of the loan. The loan is collateralized by the airplane owned by KAIR2014 and in the event of a default, the lender could seek payment in full from us. As of March 31, 2022, no accrual has been recorded related to this guarantee. During the three months ended June 30, 2019, we purchased a 50% interest in KAIR2014 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 is owned by our Chief Executive Officer, H. Michael Krimbill. 2026 Senior Secured Notes and ABL Facility To complete the issuance of the 2026 Senior Secured Notes and the ABL Facility (see Note 7), 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 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 partners’ 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 partners’ 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanWe have established a defined contribution 401(k) plan to assist our eligible employees in saving for retirement on a tax-deferred basis. The 401(k) plan permits all eligible employees to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations. For every dollar that employees contribute up to 1% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 1% and 6% of their eligible compensation (as defined in the plan). Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service. 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 March 31, 2022, 2021 and 2020 were $3.9 million, $3.4 million and $2.3 million, respectively, and do not include expenses for matching contributions related to Mid-Con, Gas Blending and TPSL which have been classified as discontinued operations within our consolidated statements of operations for the years ended March 31, 2021 and 2020 (see Note 18). |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | Revenue from Contracts with Customers We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and is recognized as revenue when, or as, the performance obligation is satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation. The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative stand-alone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of March 31, 2022. 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 11 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes $2.4 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the year ended March 31, 2022. 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. • 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). • Tiered pricing. For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e. the “reset period”) 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. • 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 “reset period”) 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 reuse, recycled 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 crude oil, primarily 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 crude oil is delivered and control is transferred to the customer. For revenue received from services rendered, we are obligated to provide throughput services to move crude oil 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 crude oil 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 service revenue. For sales of commodities, 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 utilized 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, 2022 (in thousands): Year Ending March 31, 2023 $ 117,792 2024 96,205 2025 73,224 2026 17,240 2027 3,727 Thereafter 2,071 Total $ 310,259 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. We did not record any contract assets during the year ended March 31, 2022. 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: • Prepayments. Some revenue contracts contain prepayment provisions within our Liquids Logistics segment. 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. • 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. • 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. • 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, 2022 March 31, 2021 (in thousands) Accounts receivable from contracts with customers $ 605,384 $ 436,682 Contract liabilities balance at March 31, 2021 $ 10,896 Payment received and deferred 49,024 Payment recognized in revenue (44,019) Disposition of Sawtooth (see Note 17) (8,234) Contract liabilities balance at March 31, 2022 $ 7,667 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We adopted ASC 842 effective April 1, 2019 using the modified retrospective method with 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 is disclosed below. 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, 2022, we had operating lease right-of-use assets of $114.1 million and current and noncurrent operating lease obligations of $41.3 million and $72.8 million, respectively, on our consolidated balance sheet. 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, 2022, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 6.46 years and 7.49%, respectively. 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. The following table summarizes the components of our lease expense for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands) Operating lease expense $ 58,535 $ 69,031 $ 72,340 Variable lease expense 22,130 18,871 19,158 Short-term lease expense 351 1,217 799 Total $ 81,016 $ 89,119 $ 92,297 The following table summarizes maturities of our operating lease obligations at March 31, 2022 (in thousands): Year Ending March 31, 2023 $ 46,599 2024 30,020 2025 17,490 2026 8,416 2027 4,593 Thereafter 38,821 Total lease payments 145,939 Less imputed interest (31,894) Total operating lease obligations $ 114,045 The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the periods indicated: Year Ended March 31, 2022 2021 2020 (1) (in thousands) Cash paid for amounts included in the measurement of operating lease obligations $ 57,449 $ 68,141 $ 101,678 Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 14,950 $ 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 18). 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, 2022, 2021 and 2020, fixed rental revenue was $14.4 million, $15.9 million and $20.4 million, which includes $1.4 million, $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, 2022 (in thousands): Year Ending March 31, 2023 $ 8,947 2024 4,807 2025 692 2026 415 2027 415 Thereafter 423 Total $ 15,699 |
Allowance for Current Expected
Allowance for Current Expected Credit Loss | 12 Months Ended |
Mar. 31, 2022 | |
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 asset’s 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 counterparty’s ability to pay is assessed through a credit process that considers the payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s 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, 2022 2021 2020 (1) (in thousands) Balance at beginning of year $ 2,192 $ 4,540 $ 4,016 Cumulative effect adjustment — 433 — Change in provision for expected credit losses 929 319 1,202 Write-offs charged against the provision (491) (3,100) (678) Disposition of Sawtooth (See Note 17) (4) — — Balance at end of year $ 2,626 $ 2,192 $ 4,540 (1) We adopted ASU 2016-13 as of April 1, 2020. The allowance reported for the year ended March 31, 2020 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 periods indicated: Year Ended March 31, 2022 2021 (1) (in thousands) Balance at beginning of year $ 458 $ — Cumulative effect adjustment — 680 Write-offs charged against the provision — (222) Balance at end of year $ 458 $ 458 (1) We adopted ASU 2016-13 as of April 1, 2020. An allowance had not been established for notes receivable and other prior to the adoption of ASU 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 17. |
Other Matters
Other Matters | 12 Months Ended |
Mar. 31, 2022 | |
Other Matters | |
Other Matters | Other Matters Sale of Sawtooth On June 18, 2021, we sold our approximately 71.5% interest in Sawtooth to a group of buyers for total consideration of $70.0 million less expenses of approximately $2.0 million. We recorded a loss of $60.1 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2022 . 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 Liquids Logistics segment have not been classified as discontinued operations. Third-party Loan Receivable As previously disclosed, we had an outstanding loan receivable of $26.7 million, including accrued interest, associated with our interest in a natural gas liquids loading/unloading facility (the “Facility”) that was 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. 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 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, 2022, 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 As previously disclosed, during the three months ended June 30, 2020, Extraction, who is a significant shipper on our Grand Mesa pipeline, filed a petition for bankruptcy under Chapter 11 of the bankruptcy code. Extraction had transportation contracts pursuant to which it had 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, and on November 2, 2020, the bankruptcy court issued a bench ruling granting Extraction’s motion to reject the transportation contracts effective as of June 14, 2020. On December 21, 2020, we announced a global settlement agreement with Extraction, as it relates to Extraction’s 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 Extraction’s 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 (“NYMEX”) 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. As a result of entering into the global settlement agreement, we determined that the customer commitment intangible asset related to one of the transportation contracts was impaired as of December 31, 2020 and 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 5 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. As of September 30, 2020, Extraction owed us $5.7 million related to deficiency volumes, which was the difference between the actual volumes shipped and the minimum volume commitment specified under the contracts. Following our global settlement, we deemed this amount uncollectible and wrote off the entire balance to bad debt expense within our consolidated statement of operations during the year ended March 31, 2021. 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. 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 . As part of the sale of our South Pecos water disposal business in February 2019, WaterBridge Resources LLC also had the option to acquire additional land and permits once the permitting process had 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 within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2020. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations As previously disclosed, on September 30, 2019, we completed the sale of TPSL to Trajectory Acquisition Company, LLC. On January 3, 2020, we completed the sale of our refined products business in the mid-continent region of the United States (“Mid-Con”) 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 (“Gas Blending”) 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 the periods presented. The following table summarizes the results of operations from discontinued operations for the periods indicated: Year Ended March 31, 2021 2020 (in thousands) Revenues $ 16,198 $ 12,186,862 Cost of sales 16,556 12,193,307 Operating expenses 290 6,997 General and administrative expense — 56 Depreciation and amortization — 749 Loss on disposal or impairment of assets, net (1) 1,174 203,990 Operating loss from discontinued operations (1,822) (218,237) Interest expense — (111) Other income, net — 133 Loss from discontinued operations before taxes (1,822) (218,215) Income tax benefit (expense) 53 (20) Loss from discontinued operations, net of tax $ (1,769) $ (218,235) (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 Plus Corp. on July 10, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 13, 2022, we amended the ABL Facility to increase the commitments to $600.0 million under the accordion feature within the ABL Facility. As part of the amendment, we agreed to reduce the commitments back to $500.0 million on or before March 31, 2023. In addition, the sub-limit for letters of credit was increased to $250.0 million, and the LIBOR benchmark was replaced with the adjusted daily simple SOFR benchmark. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. Critical accounting estimates we make in the preparation of our consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectibility of accounts and notes receivable and accruals for environmental matters. Although we believe these estimates are reasonable, actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels: • Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date. • Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties. • Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability. |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivative financial instrument contracts at fair value in our consolidated balance sheets except for normal purchase and normal sale transactions that are expected to result in physical delivery. For these transactions, 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 partner’s basis in the Partnership. We have certain taxable corporate subsidiaries in the United States and Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales. Our fiscal years 2018 to 2021 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 value 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 initial public offering. We have a deferred tax liability of $43.5 million and $45.8 million at March 31, 2022 and 2021, respectively, as a result of acquiring corporations in connection with certain of our acquisitions, 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, 2022 was $1.2 million with an effective tax rate of 11.3%. The deferred tax benefit recorded during the year ended March 31, 2021 was $4.7 million with an effective tax rate of 39.7%. 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 uncertain tax positions that required recognition in our consolidated financial statements at March 31, 2022 or 2021. |
Cash and Cash Equivalents | Cash and Cash EquivalentsManagement considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. We place our cash and cash equivalents with financial institutions that are insured by the Federal Deposit Insurance Corporation; however, we maintain deposits in banks which exceed the amount of deposit insurance available. Management routinely assesses the financial condition of the institutions and believes that any possible credit loss would be minimal. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk We operate in the United States and Canada. We grant unsecured credit to customers under normal industry standards and terms, and have established policies and procedures that allow for an evaluation of each customer’s creditworthiness as well as general economic conditions. See Note 16 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. CITGO Petroleum Corporation accounted for 12.8% of our consolidated revenues for the year ended March 31, 2022. The majority of the revenue for this customer pertains to our Crude Oil Logistics segment activities, and sales to this customer |
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 |
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 ABL Facility (as defined herein) and the Sawtooth Caverns, LLC (“Sawtooth”) 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 6). 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. If the carrying value is not recoverable, an impairment loss is measured as the excess of the asset’s carrying value over its estimated fair value. 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 4 and Note 6 for a further discussion of long-lived asset impairments recognized in the consolidated statements of operations. We evaluate our investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the fair value of such investment may have experienced a decline to less than its carrying value and the decline is other than temporary. |
Goodwill | Goodwill Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Business combinations are accounted for using the “acquisition method”. We expect that all of our goodwill at March 31, 2022 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 on January 1 of our fiscal year, and more frequently if circumstances warrant. For purposes of the goodwill impairment assessment, assets are grouped into “reporting units.” A reporting unit is either an operating segment or a component of an operating segment, depending on how similar the components of the operating segment are to each other in terms of operational and economic characteristics. For each reporting unit, we perform a qualitative assessment of relevant events and circumstances about the likelihood of goodwill impairment. If it is deemed more likely than not that the fair value of the reporting unit is less than its carrying value, we calculate the fair value of the reporting unit. Otherwise, further testing is not required. If the fair value of the reporting unit (including its inherent goodwill) is less than its carrying value, goodwill is considered to be impaired and the goodwill balance is reduced by the difference between the fair value and carrying value 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 5 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 InterestsNoncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet. |
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. |
Reclassifications | Reclassifications We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2020, the Securities and Exchange Commission (“SEC”) issued a Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information”, 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. Management’s 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 the Annual Report on Form 10-K for the year ended March 31, 2021. Effective March 31, 2022, we adopted the guidance to comply with the requirements in Item 303. Management’s Discussion and Analysis of Financial Condition and Results of Operations. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU (i) simplifies an issuer’s accounting for convertible instruments by eliminating two of the three models in Accounting Standards Codification (“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 entity’s own equity by removing certain requirements. We adopted this guidance on April 1, 2022 using the modified retrospective method. Under our Class D Preferred Unit (as defined in Note 9) agreement, we are permitted to issue common units to redeem a portion of the outstanding Class D Preferred Units. Using the if-converted method, we expect our calculation of earnings per unit to be impacted by both an increase in the number of diluted weighted average common units outstanding and a decrease in the amount of Class D Preferred Unit distributions, when they are determined to be dilutive. Other than the potential impact to our future earnings per unit calculations, the adoption of this guidance did not impact our financial position, results of operations or cash flows related to any debt or preferred units issued prior to adoption. |
Commitment and Contingencies (P
Commitment and Contingencies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
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, 2022 | |
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, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and is recognized as revenue when, or as, the performance obligation is satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation. The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative stand-alone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of March 31, 2022. 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 11 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes $2.4 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the year ended March 31, 2022. 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. • 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). • Tiered pricing. For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e. the “reset period”) 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. • 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 “reset period”) 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 reuse, recycled 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 crude oil, primarily 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 crude oil is delivered and control is transferred to the customer. For revenue received from services rendered, we are obligated to provide throughput services to move crude oil 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 crude oil 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 service revenue. For sales of commodities, 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, 2022 | |
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 is disclosed below. 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, 2022 | |
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 asset’s 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, 2022 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) Crude oil $ 135,485 $ 64,916 Propane 43,971 45,521 Butane 33,144 19,189 Biodiesel 20,474 16,169 Diesel 3,504 2,252 Ethanol 3,503 3,056 Other 11,196 7,364 Total $ 251,277 $ 158,467 |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: March 31, Entity Segment Ownership Interest 2022 2021 (in thousands) Water services and land company Water Solutions 50% $ 15,714 $ 15,832 Water services and land company Water Solutions 10% 2,863 3,254 Water services and land company Water Solutions 50% 2,210 2,284 Aircraft company (1) Corporate and Other 50% 538 748 Water services company Water Solutions 50% 409 424 Natural gas liquids terminal company Liquids Logistics 50% 163 177 Total $ 21,897 $ 22,719 (1) This is an investment with a related party. See Note 12 for a further discussion. |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) Linefill (1) $ 28,065 $ 28,110 Minimum shipping fees - pipeline commitments (2) 8,899 13,171 Loan receivable (3) 3,147 2,962 Other 5,691 6,490 Total $ 45,802 $ 50,733 (1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At March 31, 2022 and 2021, linefill consisted of 423,978 barrels of crude oil. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4). 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 linefill to the market price of propane as of March 31, 2020. (2) Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for a contract with a crude oil pipeline operator. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 8). As of March 31, 2022, the deficiency credit was $13.2 million, of which $4.3 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet. (3) Represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) Accrued interest $ 56,104 $ 56,299 Derivative liabilities 27,108 21,562 Accrued compensation and benefits 18,417 41,456 Excise and other tax liabilities 10,451 10,970 Product exchange liabilities 853 1,188 Other 27,786 38,925 Total $ 140,719 $ 170,400 |
Loss Per Common Unit (Tables)
Loss Per Common Unit (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Earnings Per Unit [Abstract] | |
Schedule of weighted average number of units | The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Year Ended March 31, 2022 2021 2020 Weighted average common units outstanding during the period: Common units - Basic 129,840,234 128,980,823 127,411,908 Common units - Diluted 129,840,234 128,980,823 127,411,908 For the years ended March 31, 2022, 2021 and 2020, all potential common units or convertible securities were considered antidilutive. |
Schedule of loss per common unit | Our loss per common unit is as follows for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands, except unit and per unit amounts) Loss from continuing operations $ (184,101) $ (637,418) $ (180,545) Less: Continuing operations (income) loss attributable to noncontrolling interests (655) (632) 1,773 Net loss from continuing operations attributable to NGL Energy Partners LP (184,756) (638,050) (178,772) Less: Distributions to preferred unitholders (1)(2) (104,163) (93,364) (188,734) Less: Continuing operations net loss allocated to general partner (3) 289 731 260 Net loss from continuing operations allocated to common unitholders $ (288,630) $ (730,683) $ (367,246) Loss from discontinued operations, net of tax $ — $ (1,769) $ (218,235) Less: Discontinued operations net loss allocated to general partner (3) — 2 218 Net loss from discontinued operations allocated to common unitholders $ — $ (1,767) $ (218,017) Net loss allocated to common unitholders $ (288,630) $ (732,450) $ (585,263) Basic loss per common unit Loss from continuing operations $ (2.22) $ (5.67) $ (2.88) Loss from discontinued operations, net of tax $ — $ (0.01) $ (1.71) Net loss $ (2.22) $ (5.68) $ (4.59) Diluted loss per common unit Loss from continuing operations $ (2.22) $ (5.67) $ (2.88) Loss from discontinued operations, net of tax $ — $ (0.01) $ (1.71) Net loss $ (2.22) $ (5.68) $ (4.59) Basic weighted average common units outstanding 129,840,234 128,980,823 127,411,908 Diluted weighted average common units outstanding 129,840,234 128,980,823 127,411,908 (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 9, are included in the year ended March 31, 2020. (2) Includes cumulative distributions for the year ended March 31, 2022 and for the quarter ended March 31, 2021 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions). |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 173,199 $ 319,554 Pipeline and related facilities 30 - 40 265,643 264,405 Vehicles and railcars 3 - 25 93,126 126,088 Water treatment facilities and equipment 3 - 30 2,040,687 1,930,437 Crude oil tanks and related equipment 2 - 30 236,805 238,924 Barges and towboats 5 - 30 138,778 137,386 Information technology equipment 3 - 7 48,664 50,220 Buildings and leasehold improvements 3 - 40 151,071 165,679 Land 100,038 100,352 Tank bottoms and linefill (1) 30,443 20,237 Other 3 - 20 15,252 15,054 Construction in progress 55,690 114,796 3,349,396 3,483,132 Accumulated depreciation (887,006) (776,279) Net property, plant and equipment $ 2,462,390 $ 2,706,853 (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. Linefill, 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, 2022 2021 2020 (in thousands) Depreciation expense $ 203,783 $ 190,204 $ 132,791 Capitalized interest expense $ 916 $ 2,778 $ 650 Amounts in the table above do not include depreciation expense and capitalized interest related to TransMontaigne Product Services, LLC (“TPSL”), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2020 (see Note 18). |
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, 2022 2021 2020 (in thousands) Water Solutions $ 28,068 $ 36,492 $ 22,491 Crude Oil Logistics (3,194) 1,766 36 Liquids Logistics 11,750 3,350 (30) Corporate and Other — 228 — Total $ 36,624 $ 41,836 $ 22,497 During the year ended March 31, 2022, the following transactions were recorded: • A net loss of $22.3 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 in our Water Solutions segment. • A loss of $11.8 million on the sale of a natural gas liquids terminals in our Liquids Logistics segment. • An impairment charge of $5.8 million to write down the value of an inactive saltwater disposal facility that we do not expect to bring back online as a result of suspended operations from increased seismic activity in our Water Solutions segment. • A loss of $2.2 million from the retirement of certain crude oil terminal assets damaged as part of Hurricane Ida in our Crude Oil Logistics segment. • A gain of $5.5 million on the sale of our trucking assets in our Crude Oil Logistics segment. During the year ended March 31, 2021, the following transactions were recorded within our Water Solutions segment: • 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 6 for a discussion of the impairment of intangible assets within this asset group. • 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. • 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. • A gain of $12.8 million related to the sale of certain permits, land and a saltwater disposal facility (see Note 17). During the year ended March 31, 2020, the following transactions were recorded within our Water Solutions segment: • An impairment charge of $13.5 million to write down the value of certain inactive saltwater disposal facilities. • 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, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill by segment | The following table summarizes changes in goodwill by segment for the period indicated: Water Crude Oil Liquids Total (in thousands) Balances at March 31, 2020 $ 294,658 $ 579,846 $ 119,083 $ 993,587 Revisions to acquisition accounting (11,348) — — (11,348) Impairment — (237,800) — (237,800) Balances at March 31, 2021 $ 283,310 $ 342,046 $ 119,083 $ 744,439 Balances at March 31, 2022 $ 283,310 $ 342,046 $ 119,083 $ 744,439 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: Weighted- Average March 31, 2022 March 31, 2021 Description Remaining Useful Life Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.4 $ 1,200,919 $ (436,837) $ 764,082 $ 1,318,638 $ (450,639) $ 867,999 Customer commitments 22.3 192,000 (21,120) 170,880 192,000 (13,440) 178,560 Pipeline capacity rights 21.7 7,799 (2,167) 5,632 7,799 (1,907) 5,892 Rights-of-way and easements 31.8 91,664 (12,201) 79,463 90,703 (9,270) 81,433 Water rights 17.1 99,869 (20,404) 79,465 100,369 (14,454) 85,915 Executory contracts and other agreements 22.5 20,931 (3,014) 17,917 48,709 (21,300) 27,409 Non-compete agreements 0.6 7,000 (6,487) 513 12,100 (6,102) 5,998 Debt issuance costs (1) 3.9 22,202 (5,055) 17,147 9,558 (406) 9,152 Total amortizable 1,642,384 (507,285) 1,135,099 1,779,876 (517,518) 1,262,358 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,642,639 $ (507,285) $ 1,135,354 $ 1,780,131 $ (517,518) $ 1,262,613 (1) Includes debt issuance costs related to the ABL Facility (as defined herein) and the Sawtooth credit agreement. Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. |
Schedule of indefinite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: Weighted- Average March 31, 2022 March 31, 2021 Description Remaining Useful Life Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.4 $ 1,200,919 $ (436,837) $ 764,082 $ 1,318,638 $ (450,639) $ 867,999 Customer commitments 22.3 192,000 (21,120) 170,880 192,000 (13,440) 178,560 Pipeline capacity rights 21.7 7,799 (2,167) 5,632 7,799 (1,907) 5,892 Rights-of-way and easements 31.8 91,664 (12,201) 79,463 90,703 (9,270) 81,433 Water rights 17.1 99,869 (20,404) 79,465 100,369 (14,454) 85,915 Executory contracts and other agreements 22.5 20,931 (3,014) 17,917 48,709 (21,300) 27,409 Non-compete agreements 0.6 7,000 (6,487) 513 12,100 (6,102) 5,998 Debt issuance costs (1) 3.9 22,202 (5,055) 17,147 9,558 (406) 9,152 Total amortizable 1,642,384 (507,285) 1,135,099 1,779,876 (517,518) 1,262,358 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,642,639 $ (507,285) $ 1,135,354 $ 1,780,131 $ (517,518) $ 1,262,613 (1) Includes debt issuance costs related to the ABL Facility (as defined herein) and the Sawtooth credit agreement. Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. |
Schedule of amortization expense | Amortization expense is as follows for the periods indicated: Year Ended March 31, Recorded In 2022 2021 2020 (in thousands) Depreciation and amortization $ 84,937 $ 127,023 $ 132,521 Cost of sales 281 307 349 Interest expense 4,779 5,572 5,462 Operating expenses 247 247 286 Total $ 90,244 $ 133,149 $ 138,618 Amounts in the table above do not include amortization expense related to TPSL, as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2020 (see Note 18). |
Schedule of expected amortization of intangible assets | The following table summarizes expected amortization of our intangible assets at March 31, 2022 (in thousands): Year Ending March 31, 2023 $ 82,380 2024 75,663 2025 67,445 2026 64,639 2027 60,233 Thereafter 784,739 Total $ 1,135,099 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: March 31, 2022 March 31, 2021 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (“2026 Senior Secured Notes”) $ 2,050,000 $ (35,140) $ 2,014,860 $ 2,050,000 $ (44,246) $ 2,005,754 Asset-based revolving credit facility (“ABL Facility”) 116,000 — 116,000 4,000 — 4,000 Senior unsecured notes: 7.500% Notes due 2023 (“2023 Notes”) 475,702 (1,873) 473,829 555,251 (3,564) 551,687 6.125% Notes due 2025 (“2025 Notes”) 380,020 (2,456) 377,564 380,020 (3,297) 376,723 7.500% Notes due 2026 (“2026 Notes”) 332,402 (3,460) 328,942 338,402 (4,378) 334,024 Other long-term debt 41,705 (59) 41,646 49,095 (70) 49,025 3,395,829 (42,988) 3,352,841 3,376,768 (55,555) 3,321,213 Less: Current maturities 2,378 — 2,378 2,183 — 2,183 Long-term debt $ 3,393,451 $ (42,988) $ 3,350,463 $ 3,374,585 $ (55,555) $ 3,319,030 (1) Debt issuance costs related to the ABL Facility and the Sawtooth credit agreement (included in other long-term debt) are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. |
Schedule of repurchases | The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands) 2023 Notes Notes repurchased $ 79,549 $ 52,072 $ — Cash paid (excluding payments of accrued interest) $ 77,847 $ 33,566 $ — Gain on early extinguishment of debt (1) $ 1,318 $ 18,096 $ — 2025 Notes Notes repurchased $ — $ 7,300 $ 1,815 Cash paid (excluding payments of accrued interest) $ — $ 3,647 $ 454 Gain on early extinguishment of debt (2) $ — $ 3,575 $ 1,341 2026 Notes Notes repurchased $ 6,000 $ 111,598 $ — Cash paid (excluding payments of accrued interest) $ 5,320 $ 78,583 $ — Gain on early extinguishment of debt (3) $ 610 $ 31,463 $ — (1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.4 million and $0.4 million, respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations. (2) 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 gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations. (3) Gain on early extinguishment of debt for the 2026 Notes during the years ended March 31, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.1 million and $1.6 million, respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations. |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at March 31, 2022: Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other Total (in thousands) 2023 $ — $ — $ — $ 2,378 $ 2,378 2024 — — 475,702 2,816 478,518 2025 — — 380,020 3,068 383,088 2026 2,050,000 116,000 — 3,343 2,169,343 2027 — — 332,402 3,642 336,044 Thereafter — — — 26,458 26,458 Total $ 2,050,000 $ 116,000 $ 1,188,124 $ 41,705 $ 3,395,829 |
Schedule of future amortization expense of debt issuance costs | The following table summarizes expected amortization of debt issuance costs at March 31, 2022 (in thousands): Year Ending March 31, 2023 $ 12,049 2024 11,560 2025 10,801 2026 8,526 2027 46 Thereafter 6 Total $ 42,988 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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, 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 Liabilities incurred 1,865 Liabilities associated with disposed assets (2) (1,716) Accretion expense 1,713 Balance at March 31, 2022 $ 29,941 (1) Relates to the sale of certain permits, land and saltwater disposal facility (see Note 17). (2) Relates primarily to the disposition of Sawtooth (se e Note 17 ) as well as the sale of certain water disposal wells. |
Schedule of future minimum payments under pipeline capacity agreements | The following table summarizes future minimum throughput payments under these agreements at March 31, 2022 (in thousands): Year Ending March 31, 2023 $ 35,314 2024 35,410 2025 30,897 Total $ 101,621 |
Schedule of outstanding purchase commitments | At March 31, 2022, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: 2023 $ 188,915 1,815 $ 15,619 14,280 2024 — — 4,588 6,048 Total $ 188,915 1,815 $ 20,207 20,328 Index-Price Commodity Purchase Commitments: 2023 $ 3,875,415 42,808 $ 1,428,476 999,240 2024 2,269,526 29,188 20,314 26,327 2025 1,654,300 22,775 — — 2026 687,824 10,410 — — Total $ 8,487,065 105,181 $ 1,448,790 1,025,567 (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, 2022, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: 2023 $ 187,058 1,839 $ 53,795 46,853 2024 — — 7,844 9,692 2025 — — 46 50 Total $ 187,058 1,839 $ 61,685 56,595 Index-Price Commodity Sale Commitments: 2023 $ 3,093,185 32,502 $ 720,695 420,793 2024 837,815 10,248 1,074 842 2025 777,060 10,220 — — 2026 28,698 390 — — Total $ 4,736,758 53,360 $ 721,769 421,635 |
Schedule of future minimum payments under contractual commitments | The following table summarizes future minimum payments under these agreements at March 31, 2022 (in thousands): Year Ending March 31, 2023 $ 12,092 2024 8,204 2025 3,257 2026 1,195 2027 1,182 Thereafter 5,502 Total $ 31,432 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our common units during the years ended March 31, 2021 and 2020: Date Declared Record Date Payment Date Amount Amount Paid to Amount Paid to (in thousands) (in thousands) April 24, 2019 May 7, 2019 May 15, 2019 $ 0.3900 $ 49,127 $ 85 July 23, 2019 August 7, 2019 August 14, 2019 $ 0.3900 $ 49,217 $ 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 Service Awards activity | The following table summarizes the Service Award activity during the year ended March 31, 2022: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2021 446,975 $6.61 Units granted 3,294,750 $2.15 Units vested and issued (1,146,800) $3.72 Units forfeited (406,125) $2.63 Unvested Service Award units at March 31, 2022 2,188,800 $2.15 |
Class B Perpetual Preferred Units | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our Class B Preferred Units for the years ended March 31, 2021 and 2020: Date Declared Record Date Payment Date Amount Per Unit Amount Paid to Class B (in thousands) March 15, 2019 April 1, 2019 April 15, 2019 $ 0.5625 $ 4,725 June 14, 2019 July 1, 2019 July 15, 2019 $ 0.5625 $ 4,725 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 for the years ended March 31, 2021 and 2020: 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 for the years ended March 31, 2021 and 2020: 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, 2022 | |
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, 2022 March 31, 2021 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 73,353 $ (47,585) $ 12,312 $ (17,857) Level 2 measurements 51,968 (27,372) 37,520 (24,474) 125,321 (74,957) 49,832 (42,331) Netting of counterparty contracts (1) (47,585) 47,585 (12,648) 12,648 Net cash collateral provided 839 — 2,660 5,543 Commodity derivatives $ 78,575 $ (27,372) $ 39,844 $ (24,140) (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, 2022 2021 (in thousands) Prepaid expenses and other current assets $ 78,575 $ 39,844 Accrued expenses and other payables (27,108) (21,562) Other noncurrent liabilities (264) (2,578) Net commodity derivative asset $ 51,203 $ 15,704 |
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, 2022: Crude oil fixed-price (1) April 2022–December 2023 (1,330) $ 35,662 Propane fixed-price (1) April 2022–December 2023 184 3,785 Refined products fixed-price (1) April 2022–December 2022 685 (6,063) Butane fixed-price (1) April 2022–December 2023 (268) (1,711) Other April 2022–March 2023 18,691 50,364 Net cash collateral provided 839 Net commodity derivative asset $ 51,203 At March 31, 2021: Crude oil fixed-price (1) April 2021–December 2023 (1,850) $ (5,414) Propane fixed-price (1) April 2021–December 2023 (195) 2,188 Refined products fixed-price (1) April 2021–January 2022 (503) 1,928 Butane fixed-price (1) April 2021–March 2022 (753) (3,764) Other April 2021–June 2022 12,563 7,501 Net cash collateral provided 8,203 Net commodity derivative asset $ 15,704 (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. |
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, 2022 $ (116,556) 2021 $ (83,578) 2020 $ 85,941 Amounts in the table above do not include net (losses) gains from our commodity derivatives related to Mid-Con, Gas Blending and TPSL as these amounts have been classified as discontinued operations within our consolidated statements of operations for the years ended March 31, 2021 and 2020 (see Note 18). |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair values estimates of our fixed-rate notes at March 31, 2022 (in thousands): Senior Secured Notes: 2026 Senior Secured Notes $ 2,016,688 Senior Unsecured Notes: 2023 Notes $ 455,485 2025 Notes $ 329,984 2026 Notes $ 290,298 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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: Year Ended March 31, 2022 2021 2020 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 409,548 $ 317,640 $ 330,877 Sale of recovered crude oil 77,203 28,599 59,445 Sale of water 39,518 13,569 12,381 Other service revenues 18,597 11,178 19,356 Total Water Solutions revenues 544,866 370,986 422,059 Crude Oil Logistics: Topic 606 revenues Crude oil sales 2,432,393 1,574,699 2,383,812 Crude oil transportation and other 75,484 142,233 170,138 Non-Topic 606 revenues 8,687 11,355 13,991 Elimination of intersegment sales (11,068) (6,651) (18,174) Total Crude Oil Logistics revenues 2,505,496 1,721,636 2,549,767 Liquids Logistics: Topic 606 revenues Refined products sales 1,899,761 1,123,963 2,399,642 Propane sales 1,322,210 1,023,479 842,400 Butane sales 861,998 516,358 562,053 Other product sales 551,841 373,707 484,373 Service revenues 8,781 22,270 37,938 Non-Topic 606 revenues 254,285 79,442 289,713 Elimination of intersegment sales (1,323) (6,073) (4,983) Total Liquids Logistics revenues 4,897,553 3,133,146 4,611,136 Corporate and Other: Non-Topic 606 revenues — 1,255 1,038 Total Corporate and Other revenues — 1,255 1,038 Total revenues $ 7,947,915 $ 5,227,023 $ 7,584,000 The following table summarizes depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 6 and Note 7) and operating income (loss) by segment for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands) Depreciation and Amortization: Water Solutions $ 214,805 $ 222,354 $ 163,874 Crude Oil Logistics 48,489 60,874 70,759 Liquids Logistics 19,000 29,503 28,279 Corporate and Other 23,914 18,469 13,936 Total $ 306,208 $ 331,200 $ 276,848 Operating Income (Loss): Water Solutions $ 94,851 $ (92,720) $ (173,064) Crude Oil Logistics 45,033 (304,330) 117,768 Liquids Logistics (8,441) 70,441 142,411 Corporate and Other (48,400) (64,144) (90,447) Total $ 83,043 $ (390,753) $ (3,332) |
Schedule of additions to property, plant and equipment and intangible assets by segment | The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Year Ended March 31, 2022 2021 2020 (in thousands) Water Solutions $ 115,267 $ 66,649 $ 2,076,866 Crude Oil Logistics 6,422 9,933 28,828 Liquids Logistics 11,185 31,172 19,753 Corporate and Other 2,148 11,953 7,968 Total $ 135,022 $ 119,707 $ 2,133,415 All of the tables above do not include amounts related to Mid-Con, Gas Blending and TPSL, as these amounts have been classified as discontinued operations within our consolidated statements of operations for the years ended March 31, 2021 and 2020 (see Note 18). |
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, 2022 2021 (in thousands) Long-lived assets, net: Water Solutions $ 2,970,911 $ 3,104,450 Crude Oil Logistics 1,050,546 1,090,578 Liquids Logistics (1) 385,783 626,221 Corporate and Other 49,067 44,802 Total $ 4,456,307 $ 4,866,051 (1) Includes $17.1 million and $20.9 million of non-US long-lived assets at March 31, 2022 and 2021, respectively. March 31, 2022 2021 (in thousands) Total assets: Water Solutions $ 3,130,659 $ 3,204,850 Crude Oil Logistics 1,952,048 1,665,005 Liquids Logistics (1) 888,927 1,003,370 Corporate and Other 98,711 74,116 Total $ 6,070,345 $ 5,947,341 (1) Includes $40.2 million and $37.9 million of non-US total assets at March 31, 2022 and 2021, respectively. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table summarizes our related party transactions for the periods indicated: Year Ended March 31, 2022 2021 2020 (in thousands) Sales to entities affiliated with management $ — $ 18,402 $ 8,367 Purchases from entities affiliated with management $ 1,489 $ 1,239 $ 3,799 Sales to equity method investees $ — $ — $ 203 Purchases from equity method investees $ 1,091 $ 3,249 $ 2,120 Sales to WPX (1) $ 39,129 $ 48,222 Purchases from WPX (1) $ 216,487 $ 313,578 Sales to SemGroup (2) $ 458 (1) As previously disclosed, a member of the board of directors of our general partner was an executive officer of WPX Energy, Inc. (“WPX”) and has subsequently retired. Therefore, we are no longer classifying transactions with WPX as a related party. The prior year amounts relate to purchases and sales of crude oil with WPX as well as the treatment and disposal of produced water and solids received from WPX. (2) As previously disclosed, SemGroup Corporation (“SemGroup”), who holds ownership interests in our general partner, was acquired by Energy Transfer LP (“ET”) in December 2019. 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. Therefore, information for the six months ended September 30, 2019 has been retained but we have not disclosed any information related to transactions subsequent to September 30, 2019. Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) NGL Energy Holdings LLC $ 8,483 $ 8,245 Equity method investees 107 462 Entities affiliated with management 1 728 Total $ 8,591 $ 9,435 Accounts payable to affiliates consist of the following at the dates indicated: March 31, 2022 2021 (in thousands) Equity method investees $ 27 $ 107 Entities affiliated with management 46 12 Total $ 73 $ 119 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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, 2022 (in thousands): Year Ending March 31, 2023 $ 117,792 2024 96,205 2025 73,224 2026 17,240 2027 3,727 Thereafter 2,071 Total $ 310,259 |
Schedule of contract assets and liabilities | The following tables summarize the balances of our contract assets and liabilities at the dates indicated: March 31, 2022 March 31, 2021 (in thousands) Accounts receivable from contracts with customers $ 605,384 $ 436,682 Contract liabilities balance at March 31, 2021 $ 10,896 Payment received and deferred 49,024 Payment recognized in revenue (44,019) Disposition of Sawtooth (see Note 17) (8,234) Contract liabilities balance at March 31, 2022 $ 7,667 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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, 2022 2021 2020 (in thousands) Operating lease expense $ 58,535 $ 69,031 $ 72,340 Variable lease expense 22,130 18,871 19,158 Short-term lease expense 351 1,217 799 Total $ 81,016 $ 89,119 $ 92,297 |
Schedule of maturities of operating lease obligations | The following table summarizes maturities of our operating lease obligations at March 31, 2022 (in thousands): Year Ending March 31, 2023 $ 46,599 2024 30,020 2025 17,490 2026 8,416 2027 4,593 Thereafter 38,821 Total lease payments 145,939 Less imputed interest (31,894) Total operating lease obligations $ 114,045 |
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, 2022 2021 2020 (1) (in thousands) Cash paid for amounts included in the measurement of operating lease obligations $ 57,449 $ 68,141 $ 101,678 Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 14,950 $ 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 18). |
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, 2022 (in thousands): Year Ending March 31, 2023 $ 8,947 2024 4,807 2025 692 2026 415 2027 415 Thereafter 423 Total $ 15,699 |
Allowance for Current Expecte_3
Allowance for Current Expected Credit Loss (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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, 2022 2021 2020 (1) (in thousands) Balance at beginning of year $ 2,192 $ 4,540 $ 4,016 Cumulative effect adjustment — 433 — Change in provision for expected credit losses 929 319 1,202 Write-offs charged against the provision (491) (3,100) (678) Disposition of Sawtooth (See Note 17) (4) — — Balance at end of year $ 2,626 $ 2,192 $ 4,540 (1) We adopted ASU 2016-13 as of April 1, 2020. The allowance reported for the year ended March 31, 2020 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 periods indicated: Year Ended March 31, 2022 2021 (1) (in thousands) Balance at beginning of year $ 458 $ — Cumulative effect adjustment — 680 Write-offs charged against the provision — (222) Balance at end of year $ 458 $ 458 (1) We adopted ASU 2016-13 as of April 1, 2020. An allowance had not been established for notes receivable and other prior to the adoption of ASU 2016-13. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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 (in thousands) Revenues $ 16,198 $ 12,186,862 Cost of sales 16,556 12,193,307 Operating expenses 290 6,997 General and administrative expense — 56 Depreciation and amortization — 749 Loss on disposal or impairment of assets, net (1) 1,174 203,990 Operating loss from discontinued operations (1,822) (218,237) Interest expense — (111) Other income, net — 133 Loss from discontinued operations before taxes (1,822) (218,215) Income tax benefit (expense) 53 (20) Loss from discontinued operations, net of tax $ (1,769) $ (218,235) (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 $1.0 million on the sale of virtually all of our remaining Retail Propane segment to Superior Plus Corp. on July 10, 2018. |
Nature of Operations and Orga_2
Nature of Operations and Organization (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Business Acquisition | |
Number of segments | 3 |
Liquids logistics | |
Business Acquisition | |
Number of owned terminals | 24 |
Number of common carrier pipelines | 9 |
Significant Accounting Polici_4
Significant Accounting Policies - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Minimum percentage of qualifying income of non-taxable subsidiaries | 90.00% | |
Deferred tax liability | $ 43,500,000 | $ 45,800,000 |
Deferred tax benefit | $ 1,200,000 | $ 4,700,000 |
Effective tax rate | 11.30% | 39.70% |
Uncertain tax positions | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Net Sales Revenue | Customer Concentration Risk | CITGO Petroleum Corporation | |
Concentration risk, percentage | 12.80% |
Significant Accounting Polici_6
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Inventory [Line Items] | ||
Crude oil | $ 135,485 | $ 64,916 |
Propane | 43,971 | 45,521 |
Total | 251,277 | 158,467 |
Butane Inventory | ||
Inventory [Line Items] | ||
Energy Related Inventory, Natural Gas Liquids | 33,144 | 19,189 |
Biodiesel Inventory | ||
Inventory [Line Items] | ||
Renewable Energy Related Inventory | 20,474 | 16,169 |
Diesel Inventory | ||
Inventory [Line Items] | ||
Energy Related Inventory, Crude Oil, Products and Merchandise | 3,504 | 2,252 |
Ethanol Inventory | ||
Inventory [Line Items] | ||
Renewable Energy Related Inventory | 3,503 | 3,056 |
Other natural gas liquids | ||
Inventory [Line Items] | ||
Energy Related Inventory, Natural Gas Liquids | $ 11,196 | $ 7,364 |
Significant Accounting Polici_7
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Investments in Unconsolidated Entities | ||
Carrying value | $ 21,897 | $ 22,719 |
Cumulative earnings from unconsolidated entities | 6,500 | |
Cumulative distributions received from unconsolidated entities | $ 9,400 | |
Water Services and Land Company No. 1 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50.00% | |
Carrying value | $ 15,714 | 15,832 |
Water Services and Land Company No. 2 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 10.00% | |
Carrying value | $ 2,863 | 3,254 |
Water Services and Land Company No. 3 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50.00% | |
Carrying value | $ 2,210 | 2,284 |
Aircraft Company | Corporate and other | Operating segment | ||
Investments in Unconsolidated Entities | ||
Carrying value | $ 538 | 748 |
Water Services Company | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50.00% | |
Carrying value | $ 409 | 424 |
Natural Gas Liquids Terminal Company | Liquids logistics | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50.00% | |
Carrying value | $ 163 | $ 177 |
KAIR2014 LLC | Aircraft Company | Corporate and other | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50.00% |
Significant Accounting Polici_8
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2022USD ($)bbl | Mar. 31, 2021USD ($)bbl | |
Other Assets, Noncurrent [Abstract] | |||
Linefill | $ 28,065 | $ 28,110 | |
Loan receivable | 3,147 | 2,962 | |
Other | 5,691 | 6,490 | |
Total | 45,802 | 50,733 | |
Other Noncurrent Assets | |||
Minimum shipping fees - pipeline commitments | 13,200 | ||
Other noncurrent assets | |||
Other Noncurrent Assets | |||
Minimum shipping fees - pipeline commitments | 8,899 | $ 13,171 | |
Prepaid expenses and other current assets | |||
Other Noncurrent Assets | |||
Minimum shipping fees - pipeline commitments | $ 4,300 | ||
Crude oil | |||
Other Noncurrent Assets | |||
Number of barrels of product | bbl | 423,978 | 423,978 | |
Propane | |||
Other Noncurrent Assets | |||
Line fill impairment | $ 7,700 |
Significant Accounting Polici_9
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Accounting Policies [Abstract] | ||
Accrued interest | $ 56,104 | $ 56,299 |
Derivative liabilities | 27,108 | 21,562 |
Accrued compensation and benefits | 18,417 | 41,456 |
Excise and other tax liabilities | 10,451 | 10,970 |
Product exchange liabilities | 853 | 1,188 |
Other | 27,786 | 38,925 |
Total | $ 140,719 | $ 170,400 |
Loss Per Common Unit (Details)
Loss Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2016 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Loss Per Common Unit | ||||
Loss from continuing operations | $ (184,101) | $ (637,418) | $ (180,545) | |
Less: Continuing operations (income) loss attributable to noncontrolling interests | (655) | (632) | 1,773 | |
Net loss from continuing operations attributable to NGL Energy Partners LP | (184,756) | (638,050) | (178,772) | |
Less: Distributions to preferred unitholders (1)(2) | (104,163) | (93,364) | (188,734) | |
Less: Continuing operations net loss allocated to general partner (3) | 289 | 731 | 260 | |
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (288,630) | (730,683) | (367,246) | |
Loss from discontinued operations, net of tax | 0 | (1,769) | (218,235) | |
Less: Discontinued operations net loss allocated to general partner (3) | 0 | 2 | 218 | |
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | 0 | (1,767) | (218,017) | |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (288,630) | $ (732,450) | $ (585,263) | |
BASIC LOSS PER COMMON UNIT | ||||
Loss from continuing operations | $ (2.22) | $ (5.67) | $ (2.88) | |
Loss from discontinued operations, net of tax | 0 | (0.01) | (1.71) | |
Net Loss | (2.22) | (5.68) | (4.59) | |
DILUTED LOSS PER COMMON UNIT | ||||
Loss from continuing operations | (2.22) | (5.67) | (2.88) | |
Loss from discontinued operations, net of tax | 0 | (0.01) | (1.71) | |
Net Loss | $ (2.22) | $ (5.68) | $ (4.59) | |
Basic weighted average common units outstanding (in units) | 129,840,234 | 128,980,823 | 127,411,908 | |
Diluted weighted average common units outstanding (in units) | 129,840,234 | 128,980,823 | 127,411,908 | |
Oaktree Capital Management L.P. | Class A Convertible Preferred Units | ||||
DILUTED LOSS PER COMMON UNIT | ||||
Preferred units dividend rate | 10.75% | |||
Common units | ||||
BASIC LOSS PER COMMON UNIT | ||||
Loss from continuing operations | $ (2.22) | $ (5.67) | $ (2.88) | |
Loss from discontinued operations, net of tax | 0 | (0.01) | (1.71) | |
Net Loss | (2.22) | (5.68) | (4.59) | |
DILUTED LOSS PER COMMON UNIT | ||||
Loss from continuing operations | (2.22) | (5.67) | (2.88) | |
Loss from discontinued operations, net of tax | 0 | (0.01) | (1.71) | |
Net Loss | $ (2.22) | $ (5.68) | $ (4.59) | |
Basic weighted average common units outstanding (in units) | 129,840,234 | 128,980,823 | 127,411,908 | |
Diluted weighted average common units outstanding (in units) | 129,840,234 | 128,980,823 | 127,411,908 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 3,349,396 | $ 3,483,132 | |
Accumulated depreciation | (887,006) | (776,279) | |
Net property, plant and equipment | 2,462,390 | 2,706,853 | |
Depreciation expense | 203,783 | 190,204 | $ 132,791 |
Capitalized interest expense | 916 | 2,778 | 650 |
(Gain) loss on sales and write-downs of certain assets | 36,624 | 41,836 | 22,497 |
Gain on disposal or impairment of assets, net | (94,254) | (475,436) | (261,786) |
Water solutions | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 28,068 | 36,492 | 22,491 |
Asset impairment charges | 30,600 | ||
Gain on disposal or impairment of assets, net | (12,800) | ||
Water solutions | Write down of certain water assets | |||
Property, Plant and Equipment | |||
Asset impairment charges | 22,300 | 6,700 | 9,000 |
Water solutions | Inactive saltwater disposal facilities | |||
Property, Plant and Equipment | |||
Asset impairment charges | 5,800 | 11,900 | 13,500 |
Crude oil logistics | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | (3,194) | 1,766 | 36 |
Gain on disposal or impairment of assets, net | (5,500) | ||
Crude oil logistics | Write down of certain crude assets | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 2,200 | ||
Liquids logistics | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 11,750 | 3,350 | (30) |
Gain on disposal or impairment of assets, net | 11,800 | ||
Corporate and Other | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 0 | 228 | $ 0 |
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 173,199 | 319,554 | |
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 | $ 265,643 | 264,405 | |
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 | $ 93,126 | 126,088 | |
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 | $ 2,040,687 | 1,930,437 | |
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 | $ 236,805 | 238,924 | |
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 | $ 138,778 | 137,386 | |
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 | $ 48,664 | 50,220 | |
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 | $ 151,071 | 165,679 | |
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 | $ 100,038 | 100,352 | |
Tank bottoms and linefill | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | 30,443 | 20,237 | |
Other | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 15,252 | 15,054 | |
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 | $ 55,690 | $ 114,796 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2022 | |
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | $ 993,587 | ||
Revisions to acquisition accounting | (11,348) | ||
Impairment | (237,800) | ||
Goodwill at the end of the period | $ 993,587 | 744,439 | |
Goodwill at the end of the period | 993,587 | 744,439 | $ 744,439 |
Water solutions | |||
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | 294,658 | ||
Revisions to acquisition accounting | (11,348) | ||
Impairment | (250,000) | ||
Goodwill at the end of the period | 294,658 | 283,310 | |
Goodwill at the end of the period | 294,658 | 283,310 | 283,310 |
Crude oil logistics | |||
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | 579,846 | ||
Impairment | (237,800) | ||
Goodwill at the end of the period | 579,846 | 342,046 | |
Goodwill at the end of the period | 579,846 | 342,046 | 342,046 |
Liquids logistics | |||
Goodwill [Roll Forward] | |||
Goodwill at the beginning of the period | 119,083 | ||
Goodwill at the end of the period | 119,083 | 119,083 | |
Goodwill at the end of the period | $ 119,083 | $ 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, 2022 | Jan. 01, 2020 | |
Goodwill | ||||
Goodwill impairment | $ 237,800 | |||
Crude oil logistics | ||||
Goodwill | ||||
Reporting unit, percentage of fair value in excess of carrying amount | 12.00% | |||
Reporting unit, percentage of fair value below carrying amount | 17.00% | |||
Goodwill impairment | $ 237,800 | |||
Water solutions | ||||
Goodwill | ||||
Reporting unit, percentage of fair value in excess of carrying amount | 3.00% | |||
Reporting unit, percentage of fair value below carrying amount | 7.30% | |||
Goodwill impairment | $ 250,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Amortizable | |||
Finite-lived intangible assets, gross | $ 1,642,384 | $ 1,779,876 | |
Accumulated amortization | (507,285) | (517,518) | |
Total | 1,135,099 | 1,262,358 | |
Gross carrying amount of intangible assets | 1,642,639 | 1,780,131 | |
INTANGIBLE ASSETS, net of accumulated amortization | 1,135,354 | 1,262,613 | |
Non-Amortizable | |||
Gain on disposal or impairment of assets, net | (94,254) | (475,436) | $ (261,786) |
Water solutions | |||
Non-Amortizable | |||
Gain on disposal or impairment of assets, net | (12,800) | ||
Crude oil logistics | |||
Non-Amortizable | |||
Gain on disposal or impairment of assets, net | (5,500) | ||
Trade names | |||
Non-Amortizable | |||
Indefinite-lived intangible assets | $ 255 | 255 | |
Trade names | Water solutions | |||
Non-Amortizable | |||
Intangible asset impairment, indefinite-lived | 2,500 | ||
Customer relationships | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 19 years 4 months 24 days | ||
Finite-lived intangible assets, gross | $ 1,200,919 | 1,318,638 | |
Accumulated amortization | (436,837) | (450,639) | |
Total | $ 764,082 | 867,999 | |
Customer relationships | Water solutions | |||
Non-Amortizable | |||
Intangible asset impairment | 39,200 | ||
Customer commitments | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 22 years 3 months 18 days | ||
Finite-lived intangible assets, gross | $ 192,000 | 192,000 | |
Accumulated amortization | (21,120) | (13,440) | |
Total | $ 170,880 | 178,560 | |
Customer commitments | Crude oil logistics | |||
Non-Amortizable | |||
Intangible asset impairment | 145,800 | ||
Pipeline capacity rights | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 21 years 8 months 12 days | ||
Finite-lived intangible assets, gross | $ 7,799 | 7,799 | |
Accumulated amortization | (2,167) | (1,907) | |
Total | $ 5,632 | 5,892 | |
Rights-of-way and easements | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 31 years 9 months 18 days | ||
Finite-lived intangible assets, gross | $ 91,664 | 90,703 | |
Accumulated amortization | (12,201) | (9,270) | |
Total | $ 79,463 | 81,433 | |
Water rights | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 17 years 1 month 6 days | ||
Finite-lived intangible assets, gross | $ 99,869 | 100,369 | |
Accumulated amortization | (20,404) | (14,454) | |
Total | 79,465 | 85,915 | |
Water rights | Water solutions | |||
Non-Amortizable | |||
Gain on disposal or impairment of assets, net | $ (1,600) | ||
Executory contracts and other agreements | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 22 years 6 months | ||
Finite-lived intangible assets, gross | $ 20,931 | 48,709 | |
Accumulated amortization | (3,014) | (21,300) | |
Total | $ 17,917 | 27,409 | |
Non-compete agreements | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 7 months 6 days | ||
Finite-lived intangible assets, gross | $ 7,000 | 12,100 | |
Accumulated amortization | (6,487) | (6,102) | |
Total | $ 513 | 5,998 | |
Debt issuance costs | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 3 years 10 months 24 days | ||
Finite-lived intangible assets, gross | $ 22,202 | 9,558 | |
Accumulated amortization | (5,055) | (406) | |
Total | 17,147 | 9,152 | |
Debt issuance costs | Corporate and other | |||
Non-Amortizable | |||
Intangible asset impairment | $ 4,500 | ||
Debt issuance costs | Corporate and other | Sawtooth Credit Agreement | |||
Non-Amortizable | |||
Write off of debt issuance costs | $ 100 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Amortization related to intangible assets | |||
Amortization expense | $ 90,244 | $ 133,149 | $ 138,618 |
Future amortization expense of intangible assets | |||
2023 | 82,380 | ||
2024 | 75,663 | ||
2025 | 67,445 | ||
2026 | 64,639 | ||
2027 | 60,233 | ||
Thereafter | 784,739 | ||
Total | 1,135,099 | 1,262,358 | |
Depreciation and amortization | |||
Amortization related to intangible assets | |||
Amortization expense | 84,937 | 127,023 | 132,521 |
Cost of sales | |||
Amortization related to intangible assets | |||
Amortization expense | 281 | 307 | 349 |
Interest expense | |||
Amortization related to intangible assets | |||
Amortization expense | 4,779 | 5,572 | 5,462 |
Operating expenses | |||
Amortization related to intangible assets | |||
Amortization expense | $ 247 | $ 247 | $ 286 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 04, 2021 | Apr. 09, 2019 | Feb. 22, 2017 | Oct. 24, 2016 |
Long-Term Debt | ||||||
Face amount | $ 3,395,829 | $ 3,376,768 | ||||
Face amount, long-term | 3,393,451 | 3,374,585 | ||||
LONG-TERM DEBT, debt issuance costs | (42,988) | (55,555) | ||||
Debt issuance costs, current, net | 0 | 0 | ||||
Debt issuance costs, noncurrent, net | (42,988) | (55,555) | ||||
Book value | 3,352,841 | 3,321,213 | ||||
Current maturities of long-term debt | 2,378 | 2,183 | ||||
LONG-TERM DEBT, net of debt issuance costs and current maturities | $ 3,350,463 | 3,319,030 | ||||
7.5% Senior Secured Notes due 2026 | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 7.50% | 7.50% | ||||
Face amount | $ 2,050,000 | 2,050,000 | ||||
LONG-TERM DEBT, debt issuance costs | (35,140) | (44,246) | ||||
Book value | 2,014,860 | 2,005,754 | ||||
Asset Based Credit Facility | ||||||
Long-Term Debt | ||||||
Face amount | 116,000 | 4,000 | ||||
LONG-TERM DEBT, debt issuance costs | 0 | 0 | ||||
Book value | $ 116,000 | 4,000 | ||||
7.5% Senior Notes due 2023 | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 7.50% | 7.50% | ||||
Face amount | $ 475,702 | 555,251 | ||||
LONG-TERM DEBT, debt issuance costs | (1,873) | (3,564) | ||||
Book value | $ 473,829 | 551,687 | ||||
6.125% Senior Notes due 2025 | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 6.125% | 6.125% | ||||
Face amount | $ 380,020 | 380,020 | ||||
LONG-TERM DEBT, debt issuance costs | (2,456) | (3,297) | ||||
Book value | $ 377,564 | 376,723 | ||||
7.5% Senior Notes due 2026 | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 7.50% | 7.50% | ||||
Face amount | $ 332,402 | 338,402 | ||||
LONG-TERM DEBT, debt issuance costs | (3,460) | (4,378) | ||||
Book value | 328,942 | 334,024 | ||||
Other long-term debt | ||||||
Long-Term Debt | ||||||
Face amount | 41,705 | 49,095 | ||||
LONG-TERM DEBT, debt issuance costs | (59) | (70) | ||||
Book value | $ 41,646 | $ 49,025 |
Long Term Debt - 2026 Senior Se
Long Term Debt - 2026 Senior Secured Notes (Details) - 7.5% Senior Secured Notes due 2026 $ in Millions | Feb. 04, 2021USD ($) | Mar. 31, 2022 |
Long-Term Debt | ||
Face amount | $ 2,050 | |
Fixed interest rate | 7.50% | 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. |
Long-Term Debt - Asset Based Cr
Long-Term Debt - Asset Based Credit Facility (Details) - USD ($) $ in Thousands | Feb. 04, 2021 | Mar. 31, 2022 | Apr. 13, 2022 | Mar. 31, 2021 |
Long-Term Debt | ||||
Face amount | $ 3,395,829 | $ 3,376,768 | ||
Asset Based Credit Facility | ||||
Long-Term Debt | ||||
Interest rate | 4.64% | |||
Asset Based Credit Facility | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 500,000 | |||
Face amount | $ 116,000 | $ 4,000 | ||
ABL Facility, 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. All borrowings under the ABL Facility bear interest at our option, at either (i) a LIBOR-based rate (with such customary provisions under the ABL Facility providing for the replacement of LIBOR with any successor rate such rate having been determined to be a SOFR-base rate (as defined herein) or (ii) an alternate base rate, in each case plus an applicable borrowing margin based on our fixed charge coverage ratio (as defined in the ABL Facility). The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for LIBOR/SOFR-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 | Subsequent Event | ||||
Long-Term Debt | ||||
Line of credit facility contingent increase to maximum borrowing capacity | $ 600,000 | |||
Asset Based Credit Facility | Prime rate | ||||
Long-Term Debt | ||||
Reference rate | 3.50% | |||
Interest rate margin added to variable rate base | 2.00% | |||
Asset Based Credit Facility | LIBOR option | ||||
Long-Term Debt | ||||
Reference rate | 0.50% | |||
Interest rate margin added to variable rate base | 3.00% | |||
Asset Based Credit Facility | Letters of credit | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 200,000 | |||
Fixed interest rate | 3.00% | |||
Asset Based Credit Facility | Letters of credit | Subsequent Event | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 250,000 | |||
Letters of credit | Asset Based Credit Facility | ||||
Long-Term Debt | ||||
Outstanding letters of credit | $ 155,100 |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 09, 2019 | Feb. 22, 2017 | Oct. 24, 2016 | |
Long-Term Debt | ||||||
Cash paid (excluding payments of accrued interest) | $ 83,167 | $ 115,796 | $ 454 | |||
Gain (loss) on early extinguishment of liabilities, net | $ 1,813 | (16,692) | 1,341 | |||
7.5% Senior Notes due 2023 | ||||||
Long-Term Debt | ||||||
Face amount | $ 700,000 | |||||
Fixed interest rate | 7.50% | 7.50% | ||||
Notes repurchased | $ 79,549 | 52,072 | 0 | |||
Cash paid (excluding payments of accrued interest) | 77,847 | 33,566 | 0 | |||
Gain (loss) on early extinguishment of liabilities, net | 1,318 | 18,096 | 0 | |||
Write off of debt issuance costs | $ 400 | 400 | ||||
6.125% Senior Notes due 2025 | ||||||
Long-Term Debt | ||||||
Face amount | $ 500,000 | |||||
Fixed interest rate | 6.125% | 6.125% | ||||
Notes repurchased | $ 0 | 7,300 | 1,815 | |||
Cash paid (excluding payments of accrued interest) | 0 | 3,647 | 454 | |||
Gain (loss) on early extinguishment of liabilities, net | $ 0 | 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% | 7.50% | ||||
Notes repurchased | $ 6,000 | 111,598 | 0 | |||
Cash paid (excluding payments of accrued interest) | 5,320 | 78,583 | 0 | |||
Gain (loss) on early extinguishment of liabilities, net | 610 | 31,463 | $ 0 | |||
Write off of debt issuance costs | $ 100 | $ 1,600 |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 29, 2020 |
Long-Term Debt | |||
Face amount | $ 3,395,829 | $ 3,376,768 | |
Equipment loan secured by certain barges and towboats | |||
Long-Term Debt | |||
Face amount | $ 41,700 | $ 45,000 | |
Fixed interest rate | 8.60% |
Long-Term Debt - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Maturities | |
2023 | $ 2,378 |
2024 | 478,518 |
2025 | 383,088 |
2026 | 2,169,343 |
2027 | 336,044 |
Thereafter | 26,458 |
Total | 3,395,829 |
7.5% Senior Secured Notes due 2026 | |
Maturities | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 2,050,000 |
2027 | 0 |
Thereafter | 0 |
Total | 2,050,000 |
Asset Based Credit Facility | |
Maturities | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 116,000 |
2027 | 0 |
Thereafter | 0 |
Total | 116,000 |
Senior Unsecured Notes | |
Maturities | |
2023 | 0 |
2024 | 475,702 |
2025 | 380,020 |
2026 | 0 |
2027 | 332,402 |
Thereafter | 0 |
Total | 1,188,124 |
Other long-term debt | |
Maturities | |
2023 | 2,378 |
2024 | 2,816 |
2025 | 3,068 |
2026 | 3,343 |
2027 | 3,642 |
Thereafter | 26,458 |
Total | $ 41,705 |
Long-Term Debt - Amortization o
Long-Term Debt - Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Amortization of debt issuance costs | $ 12,200 | $ 7,800 | $ 5,400 |
Expected Future Amortization of Debt Issuance Costs | |||
2023 | 12,049 | ||
2024 | 11,560 | ||
2025 | 10,801 | ||
2026 | 8,526 | ||
2027 | 46 | ||
Thereafter | 6 | ||
Total | $ 42,988 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Contingencies (Details) $ in Millions | 12 Months Ended |
Mar. 31, 2022USD ($) | |
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) $ in Millions | Mar. 31, 2022USD ($) |
Environmental matter | |
Environmental matters liability | $ 1.8 |
Commitments and Contingencies_3
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 28,079 | $ 18,416 |
Liabilities incurred | 1,865 | 7,952 |
Liabilities associated with disposed assets | (1,716) | (22) |
Accretion expense | 1,713 | 1,733 |
Balance at end of period | $ 29,941 | $ 28,079 |
Commitments and Contingencies_4
Commitments and Contingencies - Pipeline Capacity Agreements (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2022USD ($) | |
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 | |
2023 | $ 35,314 |
2024 | 35,410 |
2025 | 30,897 |
Total | $ 101,621 |
Commitments and Contingencies_5
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Mar. 31, 2022USD ($)galbbl |
Crude oil | Fixed-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, year one | $ 188,915 |
Purchase obligation, year two | 0 |
Purchase obligation | $ 188,915 |
Purchase obligation, volume, year one | bbl | 1,815 |
Purchase obligation, volume, year two | bbl | 0 |
Total purchase obligation, volume | bbl | 1,815 |
Crude oil | Index-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, year one | $ 3,875,415 |
Purchase obligation, year two | 2,269,526 |
Purchase obligation, year three | 1,654,300 |
Purchase obligation, year four | 687,824 |
Purchase obligation | $ 8,487,065 |
Purchase obligation, volume, year one | bbl | 42,808 |
Purchase obligation, volume, year two | bbl | 29,188 |
Purchase obligation, volume, year three | bbl | 22,775 |
Purchase obligation, volume, year four | bbl | 10,410 |
Total purchase obligation, volume | bbl | 105,181 |
Natural Gas Liquids | Fixed-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, year one | $ 15,619 |
Purchase obligation, year two | 4,588 |
Purchase obligation | $ 20,207 |
Purchase obligation, volume, year one | gal | 14,280 |
Purchase obligation, volume, year two | gal | 6,048 |
Total purchase obligation, volume | gal | 20,328 |
Natural Gas Liquids | Index-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, year one | $ 1,428,476 |
Purchase obligation, year two | 20,314 |
Purchase obligation, year three | 0 |
Purchase obligation, year four | 0 |
Purchase obligation | $ 1,448,790 |
Purchase obligation, volume, year one | gal | 999,240 |
Purchase obligation, volume, year two | gal | 26,327 |
Purchase obligation, volume, year three | gal | 0 |
Purchase obligation, volume, year four | gal | 0 |
Total purchase obligation, volume | gal | 1,025,567 |
Commitments and Contingencies_6
Commitments and Contingencies - Sale Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Mar. 31, 2022USD ($)galbbl | Mar. 31, 2021USD ($) |
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 51,203 | $ 15,704 |
Crude oil | Fixed-Price | ||
Sales commitments for crude oil and natural gas | ||
Sales commitments, year one | 187,058 | |
Sales commitments, year two | 0 | |
Sales commitments, year three | 0 | |
Sales commitments | $ 187,058 | |
Sales commitments, volume, year one | bbl | 1,839 | |
Sales commitments, volume, year two | bbl | 0 | |
Sales commitments, volume, year three | bbl | 0 | |
Total sales commitments, volume | bbl | 1,839 | |
Crude oil | Index-Price | ||
Sales commitments for crude oil and natural gas | ||
Sales commitments, year one | $ 3,093,185 | |
Sales commitments, year two | 837,815 | |
Sales commitments, year three | 777,060 | |
Sales commitments, year four | 28,698 | |
Sales commitments | $ 4,736,758 | |
Sales commitments, volume, year one | bbl | 32,502 | |
Sales commitments, volume, year two | bbl | 10,248 | |
Sales commitments, volume, year three | bbl | 10,220 | |
Sales commitments, volume, year four | bbl | 390 | |
Total sales commitments, volume | bbl | 53,360 | |
Natural Gas Liquids | Fixed-Price | ||
Sales commitments for crude oil and natural gas | ||
Sales commitments, year one | $ 53,795 | |
Sales commitments, year two | 7,844 | |
Sales commitments, year three | 46 | |
Sales commitments | $ 61,685 | |
Sales commitments, volume, year one | gal | 46,853 | |
Sales commitments, volume, year two | gal | 9,692 | |
Sales commitments, volume, year three | gal | 50 | |
Total sales commitments, volume | gal | 56,595 | |
Natural Gas Liquids | Index-Price | ||
Sales commitments for crude oil and natural gas | ||
Sales commitments, year one | $ 720,695 | |
Sales commitments, year two | 1,074 | |
Sales commitments, year three | 0 | |
Sales commitments, year four | 0 | |
Sales commitments | $ 721,769 | |
Sales commitments, volume, year one | gal | 420,793 | |
Sales commitments, volume, year two | gal | 842 | |
Sales commitments, volume, year three | gal | 0 | |
Sales commitments, volume, year four | gal | 0 | |
Total sales commitments, volume | gal | 421,635 | |
Prepaid expenses and other current assets | ||
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 52,000 | |
Accrued expenses and other payables | ||
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 23,000 |
Commitment and Contingencies -
Commitment and Contingencies - Other Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Other Commitments [Abstract] | |||
2023 | $ 12,092 | ||
2024 | 8,204 | ||
2025 | 3,257 | ||
2026 | 1,195 | ||
2027 | 1,182 | ||
Thereafter | 5,502 | ||
Total | 31,432 | ||
Hillstone Subsidy Payment | |||
Other Commitments [Abstract] | |||
Subsidy payment | 2,100 | $ 2,600 | $ 800 |
Minimum | Hillstone Subsidy Payment | |||
Other Commitments [Abstract] | |||
Contractual obligation | 0 | ||
Maximum | Hillstone Subsidy Payment | |||
Other Commitments [Abstract] | |||
Contractual obligation | $ 2,400 |
Equity - Partnership Equity and
Equity - Partnership Equity and General Partner Contributions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Equity | |||
General partners' capital account, notional units issued (in units) | 1,103 | 823 | 4,268 |
NGL Energy Holdings LLC | |||
Equity | |||
Notional units issued | $ 0.1 | $ 0.1 | $ 0.1 |
Common units | |||
Equity | |||
Ownership interest in NGL Energy Holdings LLC | 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 |
Equity [Abstract] | ||||||||||||||
Amount Per Unit (in dollars per unit) | $ 0.1000 | $ 0.2000 | $ 0.2000 | $ 0.3900 | $ 0.3900 | $ 0.3900 | $ 0.3900 | |||||||
Amount Paid to Limited Partners | $ 12,877 | $ 25,754 | $ 25,754 | $ 50,056 | $ 49,936 | $ 49,217 | $ 49,127 | |||||||
Amount Paid to General Partner | $ 13 | $ 26 | $ 26 | $ 86 | $ 86 | $ 85 | $ 85 |
Equity - Class A Convertible Pr
Equity - Class A Convertible Preferred Units (Details) - USD ($) | May 11, 2019 | May 10, 2019 | Apr. 05, 2019 | Apr. 21, 2016 | Mar. 31, 2020 | Jun. 30, 2017 | Jun. 24, 2016 | Jun. 23, 2016 |
Preferred Units | ||||||||
Accretion of beneficial conversion feature | $ 36,517,000 | |||||||
Oaktree Capital Management L.P. | ||||||||
Preferred Units | ||||||||
Preferred units, authorized amount | $ 200,000,000 | $ 240,000,000 | ||||||
Warrant | Oaktree Capital Management L.P. | ||||||||
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 | |||||||
Proceeds from warrant exercises | $ 100,000 | |||||||
Class A Convertible Preferred Units | ||||||||
Preferred Units | ||||||||
Temporary equity, issued (in units) | 19,942,169 | |||||||
Class A Convertible Preferred Units | Oaktree Capital Management L.P. | ||||||||
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 | |||||||
Preferred units redeemed | 12,473,191 | 7,468,978 | ||||||
Preferred 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 | $ 4,000,000 | |||||||
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 | Jun. 13, 2017 | Mar. 31, 2022 | Mar. 31, 2022 |
Class B Perpetual Preferred Units | ||||||||||||
Preferred Units | ||||||||||||
Units issued (in units) | 4,185,642 | |||||||||||
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 9) | $ 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 interest rate (or alternative rate as determined in accordance with the partnership agreement) 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 | ||||
Amount paid to preferred unitholders | $ 7,079 | $ 7,079 | $ 7,079 | $ 7,079 | $ 7,079 | $ 7,079 | $ 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). | |||||||||||
Distributions earned during the quarter but not paid | $ 0.5625 | |||||||||||
Class B Perpetual Preferred Units | Class B Perpetual Preferred Units | ||||||||||||
Preferred Units | ||||||||||||
Units issued (in units) | 8,400,000 | |||||||||||
Class B Perpetual Preferred Units | Cumulative distributions | ||||||||||||
Preferred Units | ||||||||||||
Distributions earned but not declared | $ 2.8125 | |||||||||||
Cumulative distributions earned but not paid on including accumulated interest | $ 36,900 |
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, 2022 | Mar. 31, 2022 |
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 9) | $ 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 interest rate (or alternative rate as determined in accordance with the partnership agreement) 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 | |||
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 | ||||||||||
Preferred Units | ||||||||||
Distributions earned during the quarter but not paid | $ 0.6016 | |||||||||
Class C Perpetual Preferred Units | Cumulative distributions | ||||||||||
Preferred Units | ||||||||||
Distributions earned but not declared | $ 3.0078 | |||||||||
Cumulative distributions earned but not paid on including accumulated interest | $ 5,700 | |||||||||
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 | Mar. 31, 2022$ / shares | Feb. 12, 2021$ / shares | Oct. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2022USD ($)$ / shares |
Class of Stock | |||||||||||||
Issuance of warrants, net of offering costs (Note 9) | $ 52,742 | ||||||||||||
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 | |||||||||||||
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) 9.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on July 2, 2019 (the “Closing Date”) and ending on the date and including the last day of the eleventh full quarter following Closing Date, (ii) 10.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on and including the first day of the twelfth full quarter following the Closing Date and ending on the last day of the nineteenth full quarter following the Closing Date, and (iii) thereafter, 10.00% per annum or, at the purchasers’ election from time to time, a floating rate equal to the applicable three-month LIBOR (or alternative rate as determined in accordance with the partnership agreement), plus 7.00% per annum. | ||||||||||||
Distributions made to preferred unitholders distributions declared per unit | $ / shares | $ 26.01 | $ 26.01 | $ 11.25 | $ 11.25 | $ 11.25 | $ 11.25 | $ 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 | |||||||||||||
Class of Stock | |||||||||||||
Preferred units, dividend payment terms | The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per every $1,000 in unit value per year), plus an additional 1.5% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the Amended and Restated Partnership Agreement | ||||||||||||
Preferred units, redemption terms | At any time after the Closing Date, the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable redemption price based on an applicable internal rate of return, as more fully described in the Amended and Restated Partnership Agreement. At any time on or after the eighth anniversary of the Closing Date, each Class D Preferred Unitholder will have the right to require the Partnership to redeem on a date not prior to the 180th day after such anniversary all or a portion of the Class D Preferred Units then held by such preferred unitholder for the then-applicable redemption price, which may be paid in cash or, at the Partnership’s election, a combination of cash and a number of common units not to exceed one-half of the aggregate then-applicable redemption price, as more fully described in the Amended and Restated Partnership Agreement. Upon a Class D Change of Control (as defined in the Amended and Restated Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to 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 (“Purchasers”) 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. | ||||||||||||
Class D Preferred Units | |||||||||||||
Class of Stock | |||||||||||||
Distributions earned during the quarter but not paid | $ / shares | $ 27.32 | ||||||||||||
Class D Preferred Units | Cumulative distributions | |||||||||||||
Class of Stock | |||||||||||||
Distributions earned but not declared | $ / shares | $ 135.28 | ||||||||||||
Cumulative distributions earned but not paid on including accumulated interest | $ 85,400 | ||||||||||||
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 9) | $ 41,700 | ||||||||||||
Warrant | Class D Preferred Units Second Issuance | |||||||||||||
Class of Stock | |||||||||||||
Issuance of warrants, net of offering costs (Note 9) | $ 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, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Cancellation of Common Units for Tax Withholding | ||||
Common units canceled during period (in units) | 44,769 | |||
Value of common units canceled during period | $ 100,000 | |||
Deferred Compensation Arrangements | ||||
Accrued bonuses | $ 8,700,000 | |||
Service awards | ||||
Equity-Based Incentive Compensation | ||||
Distributions on Service Awards during the vesting period | $ 0 | |||
Unvested Service Award units weighted-average grant date fair value per unit | $ 2.15 | $ 6.61 | ||
Granted Service Award units weighted-average grant date fair value per unit | 2.15 | $ 3.76 | $ 12.84 | |
Vested Service Awards units weighted-average grant date fair value per unit | 3.72 | |||
Forfeited Service Award units weighted-average grant date fair value per unit | $ 2.63 | |||
Expense recorded | $ 3,300,000 | $ 4,700,000 | $ 8,500,000 | |
Estimated future expense in fiscal year 2023 | 3,100,000 | |||
Estimated future expense in fiscal year 2024 | $ 1,300,000 | |||
Service Award Activity | ||||
Unvested restricted units at the beginning of the period (in units) | 446,975 | |||
Units granted (in units) | 3,294,750 | |||
Units vested and issued (in units) | (1,146,800) | |||
Units forfeited (in units) | (406,125) | |||
Unvested restricted units at the end of the period (in units) | 2,188,800 | 446,975 | ||
Deferred Compensation Arrangements | ||||
Deferred compensation arrangement with individual, fair value of units issued | $ 24,500,000 | |||
Vesting In 2023 | Service awards | ||||
Equity-Based Incentive Compensation | ||||
Unvested Service Awards | 1,459,075 | |||
Vesting In 2024 | Service awards | ||||
Equity-Based Incentive Compensation | ||||
Unvested Service Awards | 729,725 | |||
Deferred Compensation, Share-based Payments | Deferred Bonus | ||||
Deferred Compensation Arrangements | ||||
Deferred compensation units granted (in units) | 0 | 0 | 1,886,131 |
Equity - Equity-Based Compensat
Equity - Equity-Based Compensation - LTIP (Details) | May 11, 2021shares |
Service awards | |
LTIP | |
Number of units available for grant | 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 51,203 | $ 15,704 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 52,000 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 23,000 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 125,321 | 49,832 |
Netting of counterparty contracts, assets | (47,585) | (12,648) |
Net cash collateral provided | 839 | 2,660 |
Commodity derivatives | 78,575 | 39,844 |
Liabilities: | ||
Derivative liabilities | (74,957) | (42,331) |
Netting of counterparty contracts, liabilities | 47,585 | 12,648 |
Net cash collateral provided | 0 | 5,543 |
Commodity derivatives | (27,372) | (24,140) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 51,203 | 15,704 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 78,575 | 39,844 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (27,108) | (21,562) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (264) | (2,578) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 73,353 | 12,312 |
Liabilities: | ||
Derivative liabilities | (47,585) | (17,857) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 51,968 | 37,520 |
Liabilities: | ||
Derivative liabilities | $ (27,372) | $ (24,474) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Mar. 31, 2022USD ($)bbl | Mar. 31, 2021USD ($)bbl |
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 50,364 | $ 7,501 |
Net cash collateral provided (held) | 839 | 8,203 |
Net commodity derivative (liability) asset | 51,203 | 15,704 |
Fixed-price contract | Crude oil | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 35,662 | (5,414) |
Fixed-price contract | Propane | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 3,785 | 2,188 |
Fixed-price contract | Refined products | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | (6,063) | 1,928 |
Fixed-price contract | Butane | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ (1,711) | $ (3,764) |
Fixed-price contract | Short | Crude oil | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (1,330) | (1,850) |
Fixed-price contract | Short | Propane | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (195) | |
Fixed-price contract | Short | Refined products | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (503) | |
Fixed-price contract | Short | Butane | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (268) | (753) |
Fixed-price contract | Long | Propane | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | 184 | |
Fixed-price contract | Long | Refined products | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | 685 | |
Other | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 18,691 | $ 12,563 |
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, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Net adjustments to fair value of commodity derivatives | $ (116,556) | $ (83,578) | $ 85,941 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Interest Rate Risk | ||
Face amount | $ 3,395,829 | $ 3,376,768 |
Asset Based Credit Facility | ||
Interest Rate Risk | ||
Interest rate | 4.64% | |
Asset Based Credit Facility | ||
Interest Rate Risk | ||
Face amount | $ 116,000 | $ 4,000 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Mar. 31, 2022USD ($) |
7.5% Senior Secured Notes due 2026 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | $ 2,016,688 |
7.5% Senior Notes due 2023 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | 455,485 |
6.125% Senior Notes due 2025 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | 329,984 |
7.5% Senior Notes due 2026 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | $ 290,298 |
Segments (Details)
Segments (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Segment information | |||
Number of segments | 3 | ||
Total Revenues | $ 7,947,915 | $ 5,227,023 | $ 7,584,000 |
Depreciation and amortization, including amortization of debt issuance costs | 306,208 | 331,200 | 276,848 |
Operating Income (Loss) | 83,043 | (390,753) | (3,332) |
Additions to property, plant and equipment and intangible assets | 135,022 | 119,707 | 2,133,415 |
Long-lived assets, net | 4,456,307 | 4,866,051 | |
Total assets | 6,070,345 | 5,947,341 | |
Operating segment | Water solutions | |||
Segment information | |||
Total Revenues | 544,866 | 370,986 | 422,059 |
Depreciation and amortization, including amortization of debt issuance costs | 214,805 | 222,354 | 163,874 |
Operating Income (Loss) | 94,851 | (92,720) | (173,064) |
Additions to property, plant and equipment and intangible assets | 115,267 | 66,649 | 2,076,866 |
Long-lived assets, net | 2,970,911 | 3,104,450 | |
Total assets | 3,130,659 | 3,204,850 | |
Operating segment | Water solutions | Disposal service fees | |||
Segment information | |||
Total Revenues | 409,548 | 317,640 | 330,877 |
Operating segment | Water solutions | Sale of recovered crude oil | |||
Segment information | |||
Total Revenues | 77,203 | 28,599 | 59,445 |
Operating segment | Water solutions | Sale of water | |||
Segment information | |||
Total Revenues | 39,518 | 13,569 | 12,381 |
Operating segment | Water solutions | Other revenues | |||
Segment information | |||
Total Revenues | 18,597 | 11,178 | 19,356 |
Operating segment | Crude oil logistics | |||
Segment information | |||
Total Revenues | 2,505,496 | 1,721,636 | 2,549,767 |
Depreciation and amortization, including amortization of debt issuance costs | 48,489 | 60,874 | 70,759 |
Operating Income (Loss) | 45,033 | (304,330) | 117,768 |
Additions to property, plant and equipment and intangible assets | 6,422 | 9,933 | 28,828 |
Long-lived assets, net | 1,050,546 | 1,090,578 | |
Total assets | 1,952,048 | 1,665,005 | |
Operating segment | Crude oil logistics | Crude oil sales | |||
Segment information | |||
Total Revenues | 2,432,393 | 1,574,699 | 2,383,812 |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||
Segment information | |||
Total Revenues | 75,484 | 142,233 | 170,138 |
Operating segment | Crude oil logistics | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 8,687 | 11,355 | 13,991 |
Operating segment | Liquids logistics | |||
Segment information | |||
Total Revenues | 4,897,553 | 3,133,146 | 4,611,136 |
Depreciation and amortization, including amortization of debt issuance costs | 19,000 | 29,503 | 28,279 |
Operating Income (Loss) | (8,441) | 70,441 | 142,411 |
Additions to property, plant and equipment and intangible assets | 11,185 | 31,172 | 19,753 |
Long-lived assets, net | 385,783 | 626,221 | |
Total assets | 888,927 | 1,003,370 | |
Operating segment | Liquids logistics | Other revenues | |||
Segment information | |||
Total Revenues | 8,781 | 22,270 | 37,938 |
Operating segment | Liquids logistics | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 254,285 | 79,442 | 289,713 |
Operating segment | Liquids logistics | Refined products sales | |||
Segment information | |||
Total Revenues | 1,899,761 | 1,123,963 | 2,399,642 |
Operating segment | Liquids logistics | Propane sales | |||
Segment information | |||
Total Revenues | 1,322,210 | 1,023,479 | 842,400 |
Operating segment | Liquids logistics | Butane sales | |||
Segment information | |||
Total Revenues | 861,998 | 516,358 | 562,053 |
Operating segment | Liquids logistics | Other product sales | |||
Segment information | |||
Total Revenues | 551,841 | 373,707 | 484,373 |
Operating segment | Corporate and other | |||
Segment information | |||
Total Revenues | 0 | 1,255 | 1,038 |
Operating segment | Corporate and other | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 0 | 1,255 | 1,038 |
Elimination of intersegment sales | Crude oil logistics | |||
Segment information | |||
Total Revenues | (11,068) | (6,651) | (18,174) |
Elimination of intersegment sales | Liquids logistics | |||
Segment information | |||
Total Revenues | (1,323) | (6,073) | (4,983) |
Corporate and other | |||
Segment information | |||
Depreciation and amortization, including amortization of debt issuance costs | 23,914 | 18,469 | 13,936 |
Operating Income (Loss) | (48,400) | (64,144) | (90,447) |
Additions to property, plant and equipment and intangible assets | 2,148 | 11,953 | $ 7,968 |
Long-lived assets, net | 49,067 | 44,802 | |
Total assets | 98,711 | 74,116 | |
Non-US | Liquids logistics | |||
Segment information | |||
Long-lived assets, net | 17,100 | 20,900 | |
Total assets | $ 40,200 | $ 37,900 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 8,591 | $ 9,435 | |
Accounts payable-affiliates | 73 | 119 | |
Entities affiliated with management | |||
Transactions with Affiliates | |||
Sales to related party | 0 | 18,402 | $ 8,367 |
Purchases from related party | 1,489 | 1,239 | 3,799 |
Accounts receivable-affiliates | 1 | 728 | |
Accounts payable-affiliates | 46 | 12 | |
NGL Energy Holdings LLC | |||
Transactions with Affiliates | |||
Accounts receivable-affiliates | 8,483 | 8,245 | |
Equity method investees | |||
Transactions with Affiliates | |||
Sales to related party | 0 | 0 | 203 |
Purchases from related party | 1,091 | 3,249 | 2,120 |
Accounts receivable-affiliates | 107 | 462 | |
Accounts payable-affiliates | $ 27 | 107 | |
WPX Energy | |||
Transactions with Affiliates | |||
Sales to related party | 39,129 | 48,222 | |
Purchases from related party | $ 216,487 | 313,578 | |
SemGroup | |||
Transactions with Affiliates | |||
Sales to related party | $ 458 |
Transactions with Affiliates _2
Transactions with Affiliates - Other Related Party Transactions (Details) $ in Thousands | Feb. 04, 2021USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) |
Transactions with Affiliates | ||||||
Outstanding loan balance | $ 2,500 | |||||
Guarantor obligation | 0 | |||||
Number of transactions | 3 | |||||
Investment in NGL Energy Holdings LLC | $ 0 | $ 0 | $ (15,226) | |||
7.5% Senior Secured Notes due 2026 | ||||||
Transactions with Affiliates | ||||||
2026 Senior Secured Notes consent cost | $ 40,000 | |||||
NGL Energy Holdings LLC | ||||||
Transactions with Affiliates | ||||||
Ownership interest in NGL Energy Holdings LLC | 5.73% | 2.97% | ||||
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 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [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 an employee’s first two years of employment, subject to a participant’s continued service. 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 | $ 3.9 | $ 3.4 | $ 2.3 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Revenue Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Net adjustments to fair value of commodity derivatives | $ (116,556) | $ (83,578) | $ 85,941 |
Liquids logistics | |||
Net adjustments to fair value of commodity derivatives | $ 2,400 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2022 | $ 310,259 |
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, 2022 | $ 117,792 |
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, 2022 | $ 96,205 |
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, 2022 | $ 73,224 |
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, 2022 | $ 17,240 |
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, 2022 | $ 3,727 |
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]: 2027-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2022 | $ 2,071 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 4 years 3 months |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Accounts receivable from contracts with customers | $ 605,384 | $ 436,682 |
Payment received and deferred | 49,024 | |
Payment recognized in revenue | (44,019) | |
Disposition of Sawtooth (see Note 17) | (8,234) | |
Contract liabilities balance | $ 7,667 | $ 10,896 |
Leases - Lessee Impact of Adopt
Leases - Lessee Impact of Adoption (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 01, 2019 |
Leases [Abstract] | |||
Operating lease right-of-use asset | $ 114,124 | $ 152,146 | $ 551,200 |
Operating lease obligations | $ 114,045 | $ 549,000 |
Leases - Lessee Balance Sheet a
Leases - Lessee Balance Sheet and Income Statement Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 01, 2019 |
Lessee Description | |||
OPERATING LEASE RIGHT-OF-USE ASSETS | $ 114,124 | $ 152,146 | $ 551,200 |
Operating lease obligations | 41,261 | 47,070 | |
OPERATING LEASE OBLIGATIONS | 72,784 | 103,637 | |
Operating lease right-of-use asset | 114,124 | 152,146 | $ 551,200 |
Operating lease obligation-current | 41,261 | 47,070 | |
Operating lease obligation-noncurrent | $ 72,784 | $ 103,637 | |
Weighted-average remaining lease term | 6 years 5 months 15 days | 6 years 10 months 17 days | |
Weighted-average discount rate | 7.49% | 7.06% | |
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, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | |||
Operating lease expense | $ 58,535 | $ 69,031 | $ 72,340 |
Variable lease expense | 22,130 | 18,871 | 19,158 |
Short-term lease expense | 351 | 1,217 | 799 |
Total | $ 81,016 | $ 89,119 | $ 92,297 |
Leases - Lessee Maturities of O
Leases - Lessee Maturities of Operating Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Apr. 01, 2019 |
Leases [Abstract] | ||
2023 | $ 46,599 | |
2024 | 30,020 | |
2025 | 17,490 | |
2026 | 8,416 | |
2027 | 4,593 | |
Thereafter | 38,821 | |
Total lease payments | 145,939 | |
Less imputed interest | (31,894) | |
Total operating lease obligations | $ 114,045 | $ 549,000 |
Leases - Lessee Supplemental Ca
Leases - Lessee Supplemental Cash Flow and Non-Cash Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease obligations | $ 57,449 | $ 68,141 | $ 101,678 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 14,950 | $ 33,579 | $ 598,734 |
Leases - Lessor Income Statemen
Leases - Lessor Income Statement Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Lessor Description | |||
Operating lease revenues | $ 14.4 | $ 15.9 | $ 20.4 |
Sublease revenue | $ 1.4 | $ 2.5 | $ 4.6 |
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, 2022USD ($) |
Leases [Abstract] | |
2023 | $ 8,947 |
2024 | 4,807 |
2025 | 692 |
2026 | 415 |
2027 | 415 |
Thereafter | 423 |
Total | $ 15,699 |
Allowance for Current Expecte_4
Allowance for Current Expected Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Allowance for Expected Credit Loss | ||||
Change in provision for expected credit losses | $ 929 | $ 5,988 | $ 1,002 | |
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 | 2,626 | 2,192 | 4,540 | $ 4,016 |
Cumulative effect adjustment | 0 | 433 | 0 | |
Change in provision for expected credit losses | 929 | 319 | 1,202 | |
Write-offs charged against the provision | (491) | (3,100) | (678) | |
Disposition of Sawtooth (See Note 17) | (4) | |||
Notes Receivable and Other | ||||
Allowance for Expected Credit Loss | ||||
Cumulative effect adjustment | 680 | |||
Write-offs charged against the provision | (222) | |||
Notes receivable and other, allowance for expected credit loss | $ 458 | $ 458 | $ 0 |
Other Matters - Sale of Sawtoot
Other Matters - Sale of Sawtooth (Details) - USD ($) $ in Thousands | Jun. 18, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Total consideration | $ 63,489 | $ 0 | $ 0 | |
Sawtooth | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Total consideration | $ 70,000 | |||
Selling expenses | 2,000 | |||
Loss on disposal | $ 60,100 | |||
Sawtooth | Sawtooth | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Ownership percentage in Sawtooth | 71.50% |
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, 2022 | 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 | Dec. 21, 2020 | |
Accounts receivable | ||
Goodwill impairment | $ 237,800,000 | |
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 Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Receivables [Abstract] | |||
Proceeds from sale of assets | $ 43.2 | $ 15 | |
Gain on sale of certain assets | $ 14 | $ 14.5 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Loss on disposal or impairment of assets, net (1) | $ 1,174 | $ 203,990 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Revenues | 16,198 | 12,186,862 | |
Cost of sales | 16,556 | 12,193,307 | |
Operating expenses | 290 | 6,997 | |
General and administrative expense | 0 | 56 | |
Depreciation and amortization | 0 | 749 | |
Loss on disposal or impairment of assets, net (1) | 1,174 | 203,990 | |
Operating loss from discontinued operations | (1,822) | (218,237) | |
Interest expense | 0 | (111) | |
Other income, net | 0 | 133 | |
Loss from discontinued operations before taxes | (1,822) | (218,215) | |
Income tax benefit (expense) | 53 | (20) | |
Loss From Discontinued Operations, net of Tax | $ 0 | (1,769) | (218,235) |
Gas Blending | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Loss on disposal or impairment of assets, net (1) | 1,000 | 14,500 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Loss 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 on disposal or impairment of assets, net (1) | 200 | 182,100 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Loss on disposal or impairment of assets, net (1) | $ 200 | 182,100 | |
Mid-Con | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Loss on disposal or impairment of assets, net (1) | 6,300 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Loss 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 | |||
Loss on disposal or impairment of assets, net (1) | 1,000 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Loss on disposal or impairment of assets, net (1) | $ 1,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Asset Based Credit Facility - USD ($) $ in Millions | Apr. 13, 2022 | Feb. 04, 2021 |
Subsequent Event | ||
Maximum borrowing capacity | $ 500 | |
Subsequent Event | ||
Subsequent Event | ||
Line of credit facility contingent increase to maximum borrowing capacity | $ 600 |