Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 | May 26, 2023 | Sep. 30, 2022 | |
Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2023 | ||
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 | $ 1.30 | ||
Entity Public Float | $ 133.9 | ||
Entity Common Stock, Shares Outstanding | 131,927,343 | ||
Entity Central Index Key | 0001504461 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Tulsa, Oklahoma | ||
Auditor Firm ID | 248 | ||
NEW YORK STOCK EXCHANGE, INC. | Limited Partner | |||
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. | Series B Preferred Stock | |||
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. | Series C Preferred Stock | |||
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, 2023 | Mar. 31, 2022 | |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 5,431 | $ 3,822 |
Accounts receivable-trade, net of allowance for expected credit losses of $1,964 and $2,626, respectively | 1,033,956 | 1,123,163 |
Accounts receivable-affiliates | 12,362 | 8,591 |
Inventories | 142,607 | 251,277 |
Prepaid expenses and other current assets | 98,089 | 159,486 |
Total current assets | 1,292,445 | 1,546,339 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $898,184 and $887,006, respectively | 2,223,380 | 2,462,390 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | (898,184) | (887,006) |
GOODWILL | 712,364 | 744,439 |
INTANGIBLE ASSETS, net of accumulated amortization of $580,860 and $507,285, respectively | 1,058,668 | 1,135,354 |
INTANGIBLE ASSETS, accumulated amortization | (580,860) | (507,285) |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 21,090 | 21,897 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 90,220 | 114,124 |
OTHER NONCURRENT ASSETS | 57,977 | 45,802 |
Total assets | 5,456,144 | 6,070,345 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 927,591 | 1,084,837 |
Accounts payable-affiliates | 65 | 73 |
Accrued expenses and other payables | 133,616 | 140,719 |
Advance payments received from customers | 14,699 | 7,934 |
Current maturities of long-term debt | 0 | 2,378 |
Operating lease obligations | 34,166 | 41,261 |
Total current liabilities | 1,110,137 | 1,277,202 |
LONG-TERM DEBT, net of debt issuance costs of $30,117 and $42,988, respectively, and current maturities | 2,857,805 | 3,350,463 |
Debt issuance costs, noncurrent, net | (30,117) | (42,988) |
OPERATING LEASE OBLIGATIONS | 58,450 | 72,784 |
OTHER NONCURRENT LIABILITIES | 111,226 | 104,346 |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||
EQUITY: | ||
General partner, representing a 0.1% interest, 132,059 and 130,827 notional units, respectively | (52,551) | (52,478) |
Limited partners, representing a 99.9% interest, 131,927,343 and 130,695,970 common units issued and outstanding, respectively | 455,564 | 401,486 |
Accumulated other comprehensive loss | (450) | (308) |
Noncontrolling interests | 16,507 | 17,394 |
Total equity | 767,429 | 714,453 |
Total liabilities and equity | $ 5,456,144 | $ 6,070,345 |
NGL Energy Holdings LLC | NGL Energy Partners LP | ||
EQUITY: | ||
General partner interest | 0.10% | |
NGL Limited Partners | NGL Energy Partners LP | ||
EQUITY: | ||
Limited partner interest | 99.90% | |
NGL Energy Holdings LLC | ||
EQUITY: | ||
General partner, notional units outstanding (in units) | 132,059 | 130,827 |
Limited Partner | ||
EQUITY: | ||
Limited partners, common units issued and outstanding (in units) | 131,927,343 | 130,695,970 |
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% | |
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 |
Trade Accounts Receivable | ||
CURRENT ASSETS: | ||
Accounts receivable - trade, allowance for expected credit loss | $ 1,964 | $ 2,626 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Total Revenues | $ 8,694,904 | $ 7,947,915 | $ 5,227,023 |
Total Cost of Sales | 7,650,024 | 7,139,312 | 4,493,822 |
OPERATING COSTS AND EXPENSES: | |||
Operating | 313,725 | 285,535 | 254,562 |
General and administrative | 71,818 | 63,546 | 70,468 |
Depreciation and amortization | 273,621 | 288,720 | 317,227 |
Loss on disposal or impairment of assets, net | 86,888 | 94,254 | 475,436 |
Revaluation of liabilities | 9,665 | (6,495) | 6,261 |
Operating Income (Loss) | 289,163 | 83,043 | (390,753) |
OTHER INCOME (EXPENSE): | |||
Equity in earnings of unconsolidated entities | 4,120 | 1,400 | 1,938 |
Interest expense | (275,445) | (271,640) | (198,799) |
Gain (loss) on early extinguishment of liabilities, net | 6,177 | 1,813 | (16,692) |
Other income (expense), net | 28,748 | 2,254 | (36,503) |
Income (Loss) From Continuing Operations Before Income Taxes | 52,763 | (183,130) | (640,809) |
INCOME TAX (EXPENSE) BENEFIT | (271) | (971) | 3,391 |
Income (Loss) From Continuing Operations | 52,492 | (184,101) | (637,418) |
Loss From Discontinued Operations, net of Tax | 0 | 0 | (1,769) |
Net Income (Loss) | 52,492 | (184,101) | (639,187) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (1,106) | (655) | (632) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 51,386 | (184,756) | (639,819) |
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (73,232) | (288,630) | (730,683) |
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | 0 | 0 | (1,767) |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (73,232) | $ (288,630) | $ (732,450) |
Limited Partner | |||
BASIC AND DILUTED LOSS PER COMMON UNIT | |||
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,007,171 | 129,840,234 | 128,980,823 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,007,171 | 129,840,234 | 128,980,823 |
Water solutions | |||
OPERATING COSTS AND EXPENSES: | |||
Loss on disposal or impairment of assets, net | $ (26,300) | $ 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 | 697,038 | 544,866 | 370,986 |
Total Cost of Sales | 14,100 | 33,980 | 9,622 |
OPERATING COSTS AND EXPENSES: | |||
Operating Income (Loss) | 198,924 | 94,851 | (92,720) |
Operating segment | Crude oil logistics | |||
Total Revenues | 2,464,822 | 2,505,496 | 1,721,636 |
Total Cost of Sales | 2,250,934 | 2,352,932 | 1,515,993 |
OPERATING COSTS AND EXPENSES: | |||
Operating Income (Loss) | 81,524 | 45,033 | (304,330) |
Operating segment | Liquids logistics | |||
Total Revenues | 5,533,044 | 4,897,553 | 3,133,146 |
Total Cost of Sales | 5,383,809 | 4,752,400 | 2,966,391 |
OPERATING COSTS AND EXPENSES: | |||
Operating Income (Loss) | 66,624 | (8,441) | 70,441 |
Operating segment | Corporate and other | |||
Total Revenues | 0 | 0 | 1,255 |
Total Cost of Sales | $ 1,181 | $ 0 | $ 1,816 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 52,492 | $ (184,101) | $ (639,187) |
Other comprehensive (loss) income | (142) | (42) | 119 |
Comprehensive income (loss) | $ 52,350 | $ (184,143) | $ (639,068) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | NGL Energy Holdings LLC | Preferred Partner | Limited Partner | Accumulated other comprehensive income (loss) | Noncontrolling interests |
Beginning Balance (in units) at Mar. 31, 2020 | 14,385,642 | 128,771,715 | ||||
Beginning Balance at Mar. 31, 2020 | $ 1,735,690 | $ (51,390) | $ 348,359 | $ 1,366,152 | $ (385) | $ 72,954 |
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) | ||||
Common unit repurchases and cancellations (in units) | (70,226) | |||||
Common unit repurchases and cancellations (Note 9) | (182) | $ (182) | ||||
Equity issued pursuant to incentive compensation plan (in units) | 892,450 | |||||
Equity issued pursuant to incentive compensation plan (Note 9) | 4,727 | $ 4,727 | ||||
Net (loss) income | (639,187) | (733) | $ (639,086) | 632 | ||
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 | (52,189) | $ 348,359 | $ 582,784 | (266) | 69,471 |
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) | ||||
Sawtooth joint venture disposition (Note 17) | (51,097) | (51,097) | ||||
Common unit repurchases and cancellations (in units) | (44,769) | |||||
Common unit repurchases and cancellations (Note 9) | (90) | $ (90) | ||||
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 | ||||
Net (loss) income | (184,101) | (289) | $ (184,467) | 655 | ||
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 | (52,478) | $ 348,359 | $ 401,486 | (308) | 17,394 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (1,993) | (1,993) | ||||
Common unit repurchases and cancellations (in units) | (55,702) | |||||
Common unit repurchases and cancellations (Note 9) | (99) | $ (99) | ||||
Equity issued pursuant to incentive compensation plan (in units) | 1,287,075 | |||||
Equity issued pursuant to incentive compensation plan (Note 9) | 2,718 | $ 2,718 | ||||
Net (loss) income | 52,492 | (73) | $ 51,459 | 1,106 | ||
Other comprehensive (loss) income | (142) | (142) | ||||
Ending Balance (in units) at Mar. 31, 2023 | 14,385,642 | 131,927,343 | ||||
Ending Balance at Mar. 31, 2023 | $ 767,429 | $ (52,551) | $ 348,359 | $ 455,564 | $ (450) | $ 16,507 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES: | |||
Net income (loss) | $ 52,492 | $ (184,101) | $ (639,187) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Loss from discontinued operations, net of tax | 0 | 0 | 1,769 |
Depreciation and amortization, including amortization of debt issuance costs | 290,879 | 306,208 | 331,200 |
Loss (gain) on early extinguishment or revaluation of liabilities, net | 3,488 | (8,308) | 22,953 |
Equity-based compensation expense | 2,718 | (1,052) | 6,727 |
Loss on disposal or impairment of assets, net | 86,888 | 94,254 | 475,436 |
Change in provision for expected credit losses | (385) | 929 | 5,988 |
Net adjustments to fair value of commodity derivatives | 5,383 | 116,556 | 83,578 |
Equity in earnings of unconsolidated entities | (4,120) | (1,400) | (1,938) |
Distributions of earnings from unconsolidated entities | 4,627 | 2,205 | 3,364 |
Lower of cost or net realizable value adjustments | 3,227 | 14,761 | 3,898 |
Other | 1,827 | 2,310 | 1,513 |
Changes in operating assets and liabilities, exclusive of acquisitions: | |||
Accounts receivable-trade and affiliates | 86,629 | (397,607) | (162,031) |
Inventories | 85,050 | (119,806) | (92,731) |
Other current and noncurrent assets | 20,848 | 40,158 | 92,555 |
Accounts payable-trade and affiliates | (155,883) | 405,420 | 207,505 |
Other current and noncurrent liabilities | (38,482) | (64,681) | (34,836) |
Net cash provided by operating activities-continuing operations | 445,186 | 205,846 | 305,763 |
Net cash used in operating activities-discontinued operations | 0 | 0 | (1,769) |
Net cash provided by operating activities | 445,186 | 205,846 | 303,994 |
INVESTING ACTIVITIES: | |||
Capital expenditures | (147,765) | (142,359) | (186,801) |
Acquisitions, net of cash acquired | 0 | 0 | 901 |
Net settlements of commodity derivatives | 54,430 | (152,055) | (80,372) |
Proceeds from sales of assets | 45,978 | 18,500 | 45,742 |
Proceeds from divestitures of businesses and investments, net | 111,633 | 63,489 | 0 |
Investments in unconsolidated entities | (88) | (350) | (963) |
Distributions of capital from unconsolidated entities | 0 | 367 | 0 |
Net cash provided by (used in) investing activities | 64,188 | (212,408) | (221,493) |
FINANCING ACTIVITIES: | |||
Proceeds from borrowings under revolving credit facility | 2,007,000 | 1,815,000 | 1,261,000 |
Payments on revolving credit facility | (1,985,000) | (1,703,000) | (2,727,000) |
Issuance of senior secured notes and term credit agreement | 0 | 0 | 2,300,000 |
Repayment of term credit agreements | 0 | 0 | (555,562) |
Repayment and repurchase of senior unsecured notes | (479,302) | (83,167) | (115,796) |
Proceeds from borrowings on other long-term debt | 0 | 0 | 50,000 |
Payments on other long-term debt | (43,278) | (7,390) | (5,590) |
Debt issuance costs | (3,294) | (12,932) | (65,566) |
Distributions to general and common unit partners and preferred unitholders | 0 | 0 | (142,128) |
Distributions to noncontrolling interest owners | (1,993) | (1,635) | (4,115) |
Common unit repurchases and cancellations | (99) | (90) | (182) |
Payments to settle contingent consideration liabilities | (1,789) | (1,231) | (95,437) |
Principal payments of finance lease | (10) | 0 | 0 |
Net cash (used in) provided by financing activities | (507,765) | 5,555 | (100,376) |
Net increase (decrease) in cash and cash equivalents | 1,609 | (1,007) | (17,875) |
Cash and cash equivalents, beginning of period | 3,822 | 4,829 | 22,704 |
Cash and cash equivalents, end of period | 5,431 | 3,822 | 4,829 |
Supplemental cash flow information: | |||
Cash interest paid | 265,420 | 254,814 | 168,642 |
Income taxes paid (net of income tax refunds) | 3,410 | 2,480 | 2,586 |
Supplemental non-cash investing and financing activities: | |||
Distributions declared but not paid to preferred unitholders | 0 | 0 | 13,814 |
Accrued capital expenditures | $ 7,533 | $ 14,558 | $ 21,824 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership formed in September 2010. NGL Energy Holdings LLC serves as our general partner (“GP”). At March 31, 2023, 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 25 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 we own a propane pipeline system in Michigan. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2023 | |
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 collectability 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, letters of credit, monitoring customer receivables relative to previously-approved credit limits, restrictions on product liftings, entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions, reviewing the receivable aging and suspending sales to customers that have not timely paid outstanding invoices. 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. 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 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 2019 to 2022 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 $40.7 million and $43.5 million at March 31, 2023 and 2022, 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, 2023 was $2.3 million with an effective tax rate of 27.5%. The deferred tax benefit recorded during the year ended March 31, 2022 was $1.2 million with an effective tax rate of 11.3%. 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, 2023 or 2022. 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 master netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a master netting agreement is in place and we intend to settle on a net basis. We did not have any customers that represented over 10% of our consolidated revenues for the years ended March 31, 2023 or 2021. 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. 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, 2023 2022 (in thousands) Crude oil $ 49,586 $ 135,485 Propane 46,910 43,971 Biodiesel 19,778 20,474 Butane 18,384 33,144 Diesel 2,536 3,504 Ethanol 3 3,503 Other 5,410 11,196 Total $ 142,607 $ 251,277 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, 2023, cumulative equity earnings and cumulative distributions of our unconsolidated entities since they were acquired were $10.6 million and $14.0 million, respectively. Our investments in unconsolidated entities consist of the following at the dates indicated: March 31, Entity Segment Ownership Interest 2023 2022 (in thousands) Water services and land company Water Solutions 50% $ 15,036 $ 15,714 Water services and land company Water Solutions 10% 3,511 2,863 Water services and land company Water Solutions 50% 2,071 2,210 Aircraft company (1) Corporate and Other 50% 308 538 Natural gas liquids terminal company Liquids Logistics 50% 164 163 Water services company (2) Water Solutions 50% — 409 Total $ 21,090 $ 21,897 (1) This is an investment with a related party. (2) This entity was dissolved on March 31, 2023. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) Linefill (1) $ 37,861 $ 28,065 Loan receivable (2) 8,592 3,147 Minimum shipping fees - pipeline commitments (3) 4,628 8,899 Other 6,896 5,691 Total $ 57,977 $ 45,802 (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, 2023 and 2022, linefill consisted of 502,686 and 423,978 barrels of crude oil, respectively. The increase was due primarily to capitalizing additional crude oil barrels as a result of increased requirements by third-party owned pipelines. This was partially offset by a decrease as we assigned our commitment with a pipeline operator to a third-party whereby the third-party purchased our linefill in the pipeline (see Note 8). Linefill held in pipelines we own is included within property, plant and equipment (see Note 4). (2) The March 31, 2023 balance represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, related to the sale of certain saltwater disposal assets in the Midland Basin in March 2023 (see Note 17). The March 31, 2022 balance represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party. During the year ended March 31, 2023, we received payments totaling $3.1 million to extinguish this loan receivable and we recorded a loss of $0.2 million within loss on disposal or impairment of assets, net to write off the remaining balance. (3) 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). At March 31, 2023, the deficiency credit was $8.9 million, of which $4.3 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) Accrued interest $ 49,362 $ 56,104 Accrued compensation and benefits 27,013 18,417 Derivative liabilities 14,752 27,108 Excise and other tax liabilities 11,777 10,451 Product exchange liabilities 4,047 853 Other 26,665 27,786 Total $ 133,616 $ 140,719 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). 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, 2023 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, an impairment loss is recognized to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value, limited to the total amount of goodwill for 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 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. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) interest rate or another reference rate expected to be discontinued because of reference rate reform. This guidance was to be effective prospectively upon issuance through December 31, 2022 and applied from the beginning of an interim period that included the issuance date of this ASU. However, in December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” which deferred the sunset date from December 31, 2022 to December 31, 2024. All other provisions of ASU 2020-04 were unchanged. On April 13, 2022, the ABL Facility was amended to replace the LIBOR benchmark with the SOFR (as defined herein) benchmark (as discussed further in Note 7). We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows. |
Loss Per Common Unit
Loss Per Common Unit | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 2021 Weighted average common units outstanding during the period: Common units - Basic 131,007,171 129,840,234 128,980,823 Common units - Diluted 131,007,171 129,840,234 128,980,823 For the years ended March 31, 2023, 2022 and 2021, 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, 2023 2022 2021 (in thousands, except unit and per unit amounts) Income (loss) from continuing operations $ 52,492 $ (184,101) $ (637,418) Less: Continuing operations income attributable to noncontrolling interests (1,106) (655) (632) Net income (loss) from continuing operations attributable to NGL Energy Partners LP 51,386 (184,756) (638,050) Less: Distributions to preferred unitholders (1) (124,691) (104,163) (93,364) Less: Continuing operations net loss allocated to GP (2) 73 289 731 Net loss from continuing operations allocated to common unitholders $ (73,232) $ (288,630) $ (730,683) Loss from discontinued operations, net of tax $ — $ — $ (1,769) Less: Discontinued operations net loss allocated to GP (2) — — 2 Net loss from discontinued operations allocated to common unitholders $ — $ — $ (1,767) Net loss allocated to common unitholders $ (73,232) $ (288,630) $ (732,450) Basic and diluted loss per common unit Loss from continuing operations $ (0.56) $ (2.22) $ (5.67) Loss from discontinued operations, net of tax $ — $ — $ (0.01) Net loss $ (0.56) $ (2.22) $ (5.68) (1) Includes cumulative distributions for the years ended March 31, 2023, 2022 and 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). (2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 160,939 $ 173,199 Pipeline and related facilities 30 - 40 265,253 265,643 Vehicles and railcars (1) 3 - 25 92,640 93,126 Water treatment facilities and equipment 3 - 30 2,040,792 2,040,687 Crude oil tanks and related equipment 2 - 30 221,881 236,805 Barges and towboats (2) 5 - 30 — 138,778 Information technology equipment 3 - 7 35,884 48,664 Buildings and leasehold improvements 3 - 40 130,119 151,071 Land 89,474 100,038 Tank bottoms and linefill (3) 40,001 30,443 Other 3 - 20 10,908 15,252 Construction in progress 33,673 55,690 3,121,564 3,349,396 Accumulated depreciation (898,184) (887,006) Net property, plant and equipment $ 2,223,380 $ 2,462,390 (1) Includes a finance lease right-of-use asset of $0.1 million. The accumulated amortization related to this finance lease is included within accumulated depreciation. (2) On March 30, 2023, we sold our marine assets (see Note 17). (3) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. 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, 2023 2022 2021 (in thousands) Depreciation expense $ 196,129 $ 203,783 $ 190,204 Capitalized interest expense $ 945 $ 916 $ 2,778 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, 2023 2022 2021 (in thousands) Water Solutions $ 56,644 $ 28,068 $ 36,492 Crude Oil Logistics 18,944 (3,194) 1,766 Liquids Logistics 10,135 11,750 3,350 Corporate and Other (1,214) — 228 Total $ 84,509 $ 36,624 $ 41,836 During the year ended March 31, 2023, the following transactions were recorded: • A net loss of $26.3 million primarily related to the sale of certain assets in our Water Solutions segment. • A net loss of $21.8 million to write down the value of an inactive saltwater disposal facility and damaged equipment at another saltwater disposal facility, as well as the abandonment of certain capital projects and the retirement of certain assets in our Water Solutions segment. • A net loss of $20.0 million related to the impairment of an underperforming crude oil terminal in our Crude Oil Logistics segment. • A net loss of $10.0 million related to the impairment of several underperforming natural gas liquids terminals in our Liquids Logistics segment. • A gain of $2.1 million from an insurance recovery for a saltwater disposal facility damaged in a prior period in our Water Solutions segment. 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). |
Goodwill
Goodwill | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes changes in goodwill by segment for the periods indicated: Water Crude Oil Liquids Total (in thousands) Balance at March 31, 2021 $ 283,310 $ 342,046 $ 119,083 $ 744,439 Balance at March 31, 2022 $ 283,310 $ 342,046 $ 119,083 $ 744,439 Disposal (Note 17) — (32,075) — (32,075) Balance at March 31, 2023 $ 283,310 $ 309,971 $ 119,083 $ 712,364 Fiscal Year 2023 Goodwill Impairment Assessment We performed a qualitative assessment as of January 1, 2023 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, 2023, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units. 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, 2023. 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 18%. Due to lower than expected operating results, it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2023. We estimated the fair value of the Wholesale/Terminal 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 Wholesale/Terminal 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 margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs. The discounted cash flows for the Wholesale/Terminal 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 Wholesale/Terminal reporting unit exceeded its carrying value by approximately 5%. 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. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: March 31, 2023 March 31, 2022 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 18.9 $ 1,196,468 $ (492,002) $ 704,466 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 21.3 192,000 (28,800) 163,200 192,000 (21,120) 170,880 Pipeline capacity rights 20.7 7,799 (2,427) 5,372 7,799 (2,167) 5,632 Rights-of-way and easements 30.8 94,875 (15,138) 79,737 91,664 (12,201) 79,463 Water rights 16.4 99,869 (26,453) 73,416 99,869 (20,404) 79,465 Executory contracts and other agreements 23.7 21,570 (5,037) 16,533 20,931 (3,014) 17,917 Non-compete agreements 0.1 1,100 (1,082) 18 7,000 (6,487) 513 Debt issuance costs (1) 2.9 25,592 (9,921) 15,671 22,202 (5,055) 17,147 Total amortizable 1,639,273 (580,860) 1,058,413 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 255 255 255 Total $ 1,639,528 $ (580,860) $ 1,058,668 $ 1,642,639 $ (507,285) $ 1,135,354 (1) Includes debt issuance costs related to the ABL Facility. 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, 2023, we recorded an impairment charge of $1.6 million against certain intangible assets related to an underperforming crude oil terminal. 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 Caverns, LLC (“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. • 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 2023 2022 2021 (in thousands) Depreciation and amortization $ 77,492 $ 84,937 $ 127,023 Cost of sales 274 281 307 Interest expense 4,866 4,779 5,572 Operating expenses 247 247 247 Total $ 82,879 $ 90,244 $ 133,149 The following table summarizes expected amortization of our intangible assets at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 76,753 2025 68,509 2026 65,464 2027 60,158 2028 57,305 Thereafter 730,224 Total $ 1,058,413 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: March 31, 2023 March 31, 2022 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (“2026 Senior Secured Notes”) $ 2,050,000 $ (26,009) $ 2,023,991 $ 2,050,000 $ (35,140) $ 2,014,860 Asset-based revolving credit facility (“ABL Facility”) 138,000 138,000 116,000 116,000 Senior unsecured notes: 7.500% Notes due 2023 (“2023 Notes”) — — — 475,702 (1,873) 473,829 6.125% Notes due 2025 (“2025 Notes”) 380,020 (1,612) 378,408 380,020 (2,456) 377,564 7.500% Notes due 2026 (“2026 Notes”) 319,902 (2,496) 317,406 332,402 (3,460) 328,942 Other long-term debt — — — 41,705 (59) 41,646 2,887,922 (30,117) 2,857,805 3,395,829 (42,988) 3,352,841 Less: Current maturities — — — 2,378 — 2,378 Long-term debt $ 2,887,922 $ (30,117) $ 2,857,805 $ 3,393,451 $ (42,988) $ 3,350,463 (1) Debt issuance costs related to the ABL Facility 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 on 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. 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, 2023, 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 under the ABL Facility totaled $500.0 million and the sub-limit for letters of credit was $200.0 million. 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. On February 16, 2023, we amended the ABL Facility to extend the maturity date of the additional $100.0 million of commitments through the remaining term of the ABL Facility as discussed below. 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, 2023, $138.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $152.0 million. The ABL Facility is scheduled to mature at the earliest of (a) February 4, 2026 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, if such indebtedness is outstanding at such time, subject to certain exceptions. 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 the SOFR 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, 2023, the borrowings under the ABL Facility had a weighted average interest rate of 8.70% calculated as the prime rate of 8.00% plus a margin of 1.50% on the alternate base rate borrowings and the weighted average SOFR of 4.80% plus a margin of 2.50% for the SOFR borrowings. On March 31, 2023, the interest rate in effect on letters of credit was 2.50%. 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 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, 2023, no Cash Dominion Event had occurred. Compliance At March 31, 2023, 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 the 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. We redeemed all of the remaining outstanding 2023 Notes on March 31, 2023 (see “Redemptions” below). 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. As of March 1, 2023, we have the right to redeem all or a portion of the outstanding 2025 Notes at 100% of the principal amount plus accrued and unpaid interest. 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. As of April 15, 2024, we will have the right to redeem all or a portion of the outstanding 2026 Notes at 100% of the principal amount plus accrued and unpaid interest. Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2023 2022 2021 (in thousands) 2023 Notes Notes repurchased $ 272,316 $ 79,549 $ 52,072 Cash paid (excluding payments of accrued interest) $ 265,127 $ 77,847 $ 33,566 Gain on early extinguishment of debt (1) $ 6,555 $ 1,318 $ 18,096 2025 Notes Notes repurchased $ — $ — $ 7,300 Cash paid (excluding payments of accrued interest) $ — $ — $ 3,647 Gain on early extinguishment of debt (2) $ — $ — $ 3,575 2026 Notes Notes repurchased $ 12,500 $ 6,000 $ 111,598 Cash paid (excluding payments of accrued interest) $ 10,789 $ 5,320 $ 78,583 Gain on early extinguishment of debt (3) $ 1,611 $ 610 $ 31,463 (1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2023, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.6 million, $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 year ended March 31, 2021 is inclusive of the write off of debt issuance costs of $0.1 million. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations. (3) Gain on early extinguishment of debt for the 2026 Notes during the years ended March 31, 2023, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.1 million, $0.1 million and $1.6 million respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations. Subsequent to March 31, 2023, we have repurchased $99.3 million of the 2025 Notes. Redemptions The following table summarizes redemptions of Senior Unsecured Notes for the year ended March 31, 2023 (in thousands): 2023 Notes (1) Notes redeemed $ 203,386 Cash paid (excluding payments of accrued interest) $ 203,386 Loss on early extinguishment of debt $ 367 (1) On March 31, 2023, we redeemed all of the remaining outstanding 2023 Notes. Loss on the early extinguishment of debt for the 2023 Notes during the year ended March 31, 2023 is inclusive of the write off of debt issuance costs of $0.4 million. The loss is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations. Compliance At March 31, 2023, 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. On March 30, 2023, due to the sale of our marine assets (see Note 17), we paid off the outstanding balance of $39.3 million on our equipment loan. In addition, we paid a prepayment premium of $1.6 million and wrote off debt issuance costs of less than $0.1 million which are reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at March 31, 2023: Year Ending March 31, 2026 Senior ABL Facility Senior Total (in thousands) 2024 $ — $ — $ — $ — 2025 — — 380,020 380,020 2026 2,050,000 138,000 — 2,188,000 2027 — — 319,902 319,902 Total $ 2,050,000 $ 138,000 $ 699,922 $ 2,887,922 Amortization of Debt Issuance Costs Amortization expense for debt issuance costs related to long-term debt was $11.9 million, $12.2 million and $7.8 million during the years ended March 31, 2023, 2022 and 2021, respectively. The following table summarizes expected amortization of debt issuance costs at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 10,842 2025 10,772 2026 8,471 2027 32 Total $ 30,117 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against 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 re-trial of the quantum meruit claim was conducted in Delaware state court from February 6, 2023 through February 15, 2023 and resulted in the jury returning a verdict consisting of an award of $36.0 million, subject to statutory interest, as applicable. The GP and the Partnership contend that the jury verdict is not supportable by controlling law or the evidentiary record; and plan to file post-verdict motions as appropriate before the trial court, and, will file an appeal to the Delaware Supreme Court. Any allocation of the ultimate verdict award, if any, between the GP and the Partnership will be made by the board of directors of our GP once all information is available to it and after any post-trial and/or any appellate process has concluded and the verdict is final as a matter of law. As of March 31, 2023, we have accrued $2.5 million related to this matter. The Partnership is a party defendant to a purported class action complaint filed in the federal court in the Northern District of Oklahoma styled Gary R. Underwood, Successor Trustee for the James L. Price Revocable Living Trust, on behalf of the Trust and all others similarly situated v. NGL Energy Partners LP , Case No. 4:21-cv-00135-CVE-SH. This case seeks class certification on behalf of owners who allege the Partnership’s Crude Oil Logistics group violated Oklahoma’s Production Revenue Standards Act when it failed to include statutory interest on proceeds payments it made to certain mineral owners and to state unclaimed property divisions for oil purchased from certain Oklahoma wells. A substantial portion of the statutory interest claimed to be owed in the lawsuit related to suspended proceeds we inherited from our predecessors and remitted to various state unclaimed property divisions in 2016. With no admission of liability or wrongdoing, but only to avoid the expense and uncertainty of future litigation, the Partnership entered into a settlement agreement in this case to resolve all claims made against it by the plaintiff and the proposed class. We have agreed to pay the sum of approximately $8.4 million to the plaintiff and the proposed class, and we accrued the amount as of March 31, 2023. On April 3, 2023, we paid this money into escrow. The settlement agreement is subject to court approval and a full fairness hearing will be held in the coming months. 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, 2023, we have an environmental liability, measured on an undiscounted basis, of $1.5 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, 2021 $ 28,079 Liabilities incurred 1,865 Liabilities associated with disposed assets (1) (1,716) Accretion expense 1,713 Balance at March 31, 2022 29,941 Liabilities incurred 3,880 Liabilities associated with disposed assets (2) (1,493) Liabilities settled (391) Accretion expense 3,226 Balance at March 31, 2023 $ 35,163 (1) Relates primarily to the disposition of Sawtooth (see Note 17) as well as the sale of certain water disposal wells. (2) Relates to the sale of 17 saltwater disposal wells and other long-lived assets within our Water Solutions business. 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). On March 1, 2023, we assigned our commitment with one of the pipeline operators to a third-party. Along with the assignment, they purchased our linefill in the pipeline for $16.6 million. The following table summarizes future minimum throughput payments under these agreements at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 26,857 2025 26,784 Total $ 53,641 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, 2023, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: 2024 $ 74,933 1,085 $ 68,849 75,214 2025 — — 2,829 3,486 2026 — — 1,982 2,730 2027 — — 1,808 2,520 Total $ 74,933 1,085 $ 75,468 83,950 Index-Price Commodity Purchase Commitments: 2024 $ 4,306,093 60,542 $ 905,626 966,567 2025 1,711,827 25,557 10,897 11,600 2026 633,722 10,410 — — Total $ 6,651,642 96,509 $ 916,523 978,167 (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, 2023, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: 2024 $ 75,694 1,085 $ 91,903 89,900 2025 — — 5,071 5,841 2026 — — 3,183 4,058 2027 — — 2,064 2,805 Total $ 75,694 1,085 $ 102,221 102,604 Index-Price Commodity Sale Commitments: 2024 $ 2,263,615 41,737 $ 369,134 356,181 2025 523,647 13,002 822 826 2026 26,403 390 — — Total $ 2,813,665 55,129 $ 369,956 357,007 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 $22.4 million of our prepaid expenses and other current assets and $15.2 million of our accrued expenses and other payables at March 31, 2023. 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, 2023 (in thousands): Year Ending March 31, 2024 $ 10,286 2025 3,397 2026 1,349 2027 1,335 2028 1,288 Thereafter 4,437 Total $ 22,092 As part of the acquisition of Hillstone Environmental Partners, LLC, 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 (the “Subsidy Agreement”). During the years ended March 31, 2023, 2022 and 2021, we recorded $1.3 million, $2.1 million and $2.6 million, respectively, within operating expense in our consolidated statements of operations. The Subsidy Agreement expired on December 31, 2022. |
Equity
Equity | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity | Equity Partnership Equity The Partnership’s equity consists of a 0.1% GP interest and a 99.9% limited partner interest, which consists of common units. Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 0.1% GP interest. Our GP is not required to guarantee or pay any of our debts or obligations. As of March 31, 2023, we owned 8.69% of our GP. General Partner Contributions In connection with the issuance of common units for the vesting of restricted units during the years ended March 31, 2023, 2022 and 2021, we issued 1,232, 1,103 and 823, respectively, notional units to our GP for less than $0.1 million in each of the years, in order to maintain its 0.1% interest in the Partnership. Common Unit Repurchase Program On August 30, 2019, the board of directors of our GP 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 GP 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 year ended March 31, 2021: Date Declared Record Date Payment Date Amount Amount Paid to Amount Paid to (in thousands) (in thousands) 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 B Preferred Units As of March 31, 2023, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding. The following table summarizes distributions declared on our Class B Preferred Units for the year ended March 31, 2021: Date Declared Record Date Payment Date Amount Per Unit Amount Paid to Class B (in thousands) 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 On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (4.77% for the quarter ended March 31, 2023) plus a spread of 7.213%. For the quarter ended March 31, 2023, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the quarterly distribution for March 31, 2023 is $0.7488 and the cumulative distributions since suspension for each Class B Preferred unit is $5.4029. 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, 2023 is $74.3 million. Class C Preferred Units As of March 31, 2023, there were 1,800,000 of our Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding. The following table summarizes distributions declared on our Class C Preferred Units for the year ended March 31, 2021: Amount Paid to Class C Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) 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, 2023, 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 $5.4141. 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, 2023 is $10.7 million. 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 amended and restated limited partnership agreement (the “Partnership Agreement”)) plus a spread of 7.384%. Class D Preferred Units As of March 31, 2023, there were 600,000 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 25,500,000 common units outstanding. The following table summarizes the outstanding warrants at March 31, 2023: Issuance Date and Description Number of Warrants Exercise Price July 2, 2019 Premium warrants 10,000,000 $ 17.45 Par warrants 7,000,000 $ 14.54 October 31, 2019 Premium warrants 5,000,000 $ 16.28 Par warrants 3,500,000 $ 13.56 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. The following table summarizes cash distributions declared on our Class D Preferred Units for the year ended March 31, 2021: Amount Paid to Class D Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) 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 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 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 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 current distribution rate for the Class D Preferred Units increased on July 1, 2022 from 9.00% to 10.00% per year per unit (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 1.50% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the Partnership Agreement. For the quarter ended March 31, 2023, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the average quarterly distribution at March 31, 2023 is $29.92 and the average cumulative distribution since suspension for each Class D Preferred unit is $252.34. 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, 2023 is $167.7 million. On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.00% (“Class D Variable Rate”, as defined in the Partnership Agreement). Each Class D Variable Rate election shall be effective for at least four quarters following such election. At any time after July 2, 2019 (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 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 Partnership Agreement. Upon a Class D Change of Control (as defined in the 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 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. 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. Equity-Based Incentive Compensation Our GP adopted a long-term incentive plan (“LTIP”), which allowed for the issuance of equity-based compensation. Our GP 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 GP. 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, 2023: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2022 2,188,800 $2.15 Units vested and issued (1,287,075) $2.15 Units forfeited (273,750) $2.15 Unvested Service Award units at March 31, 2023 627,975 $2.15 There were no units granted for the year ended March 31, 2023. The weighted-average grant prices for the years ended March 31, 2022 and 2021 were $2.15. In connection with the vesting of certain Service Awards during the year ended March 31, 2023, 55,702 of the newly-vested common units were surrendered by employees in satisfaction of $0.1 million of employee withholding taxes paid by the Partnership. Pursuant to the expiration of the LTIP discussed below, those surrendered units are not available for future grants. As the LTIP expired on May 10, 2021, we had no common units available for grant during the year ended March 31, 2023. As of March 31, 2023, there are 627,975 unvested Service Award units which are expected to vest during the fiscal year ending March 31, 2024. Also, any current unvested Service Awards that are forfeited or canceled will not be available for future grants. 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, 2023, 2022 and 2021, we recorded compensation expense related to Service Award units of $2.7 million, $3.3 million and $4.7 million, respectively. For the unvested Service Award units at March 31, 2023, we had estimated future expense of $1.1 million which we expect to record during the fiscal year ending March 31, 2024. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 March 31, 2022 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 63,553 $ (6,043) $ 73,353 $ (47,585) Level 2 measurements 25,128 (15,827) 51,968 (27,372) 88,681 (21,870) 125,321 (74,957) Netting of counterparty contracts (1) (6,670) 6,670 (47,585) 47,585 Net cash collateral (held) provided (47,686) (114) 839 — Commodity derivatives $ 34,325 $ (15,314) $ 78,575 $ (27,372) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master 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, 2023 2022 (in thousands) Prepaid expenses and other current assets $ 33,875 $ 78,575 Other noncurrent assets 450 — Accrued expenses and other payables (14,752) (27,108) Other noncurrent liabilities (562) (264) Net commodity derivative asset $ 19,011 $ 51,203 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, 2023: Crude oil fixed-price (1) April 2023–March 2024 1,069 $ 52,613 Propane fixed-price (1) April 2023–March 2025 (320) (4,047) Refined products fixed-price (1) April 2023–July 2024 (429) 4,468 Butane fixed-price (1) April 2023–March 2024 (830) 3,485 Other April 2023–September 2024 10,292 66,811 Net cash collateral held (47,800) Net commodity derivative asset $ 19,011 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 (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 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, 2023 $ (5,383) 2022 $ (116,556) 2021 $ (83,578) Amounts in the table above do not include net losses from our commodity derivatives related to Mid-Con (as defined herein) and Gas Blending (as defined herein), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2021 (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, 2023, 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 prime rate or SOFR, an adjusted forward-looking term rate based on the secured overnight financing rate. At March 31, 2023, we had $138.0 million of outstanding borrowings under the ABL Facility at a weighted average interest rate of 8.70%. On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (4.77% for the quarter ended March 31, 2023) plus a spread of 7.213%. For our Class C Preferred Units, distributions on and after April 15, 2024 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 the Partnership Agreement) plus a spread of 7.384%. On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus the Class D Variable Rate. Each Class D Variable Rate election shall be effective for at least four quarters following such election. Fair Value of Fixed-Rate Notes The following table provides fair values estimates of our fixed-rate notes at March 31, 2023 (in thousands): 2026 Senior Secured Notes $ 1,974,833 2025 Notes $ 340,118 2026 Notes $ 287,333 For the 2026 Senior Secured Notes, 2025 Notes and 2026 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, 2023 | |
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, 2023 2022 2021 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 545,008 $ 412,822 $ 321,460 Sale of recovered crude oil 120,705 77,203 28,599 Sale of water 17,509 39,518 13,569 Other service revenues 13,816 15,323 7,358 Total Water Solutions revenues 697,038 544,866 370,986 Crude Oil Logistics: Topic 606 revenues Crude oil sales 2,376,434 2,432,393 1,574,699 Crude oil transportation and other 89,502 75,484 142,233 Non-Topic 606 revenues 7,476 8,687 11,355 Elimination of intersegment sales (8,590) (11,068) (6,651) Total Crude Oil Logistics revenues 2,464,822 2,505,496 1,721,636 Liquids Logistics: Topic 606 revenues Refined products sales 2,554,084 1,899,898 1,124,087 Propane sales 1,156,821 1,322,210 1,023,479 Butane sales 772,085 861,998 516,358 Other product sales 565,706 551,841 373,707 Service revenues 7,944 8,781 22,270 Non-Topic 606 revenues 476,404 254,148 79,318 Elimination of intersegment sales — (1,323) (6,073) Total Liquids Logistics revenues 5,533,044 4,897,553 3,133,146 Corporate and Other: Non-Topic 606 revenues — — 1,255 Total Corporate and Other revenues — — 1,255 Total revenues $ 8,694,904 $ 7,947,915 $ 5,227,023 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, 2023 2022 2021 (in thousands) Depreciation and Amortization: Water Solutions $ 207,328 $ 214,805 $ 222,354 Crude Oil Logistics 46,577 48,489 60,874 Liquids Logistics 13,575 19,000 29,503 Corporate and Other 23,399 23,914 18,469 Total $ 290,879 $ 306,208 $ 331,200 Operating Income (Loss): Water Solutions $ 198,924 $ 94,851 $ (92,720) Crude Oil Logistics 81,524 45,033 (304,330) Liquids Logistics 66,624 (8,441) 70,441 Corporate and Other (57,909) (48,400) (64,144) Total $ 289,163 $ 83,043 $ (390,753) 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, 2023 2022 2021 (in thousands) Water Solutions $ 123,180 $ 115,267 $ 66,649 Crude Oil Logistics 9,649 6,422 9,933 Liquids Logistics 5,704 11,185 31,172 Corporate and Other 2,207 2,148 11,953 Total $ 140,740 $ 135,022 $ 119,707 All of the tables above do not include amounts related to Mid-Con, Gas Blending and TPSL (as defined herein), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2021 (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, 2023 2022 (in thousands) Long-lived assets, net: Water Solutions $ 2,810,534 $ 2,970,911 Crude Oil Logistics 870,999 1,050,546 Liquids Logistics (1) 363,736 385,783 Corporate and Other 39,363 49,067 Total $ 4,084,632 $ 4,456,307 (1) Includes $12.5 million and $17.1 million of non-US long-lived assets at March 31, 2023 and 2022, respectively. March 31, 2023 2022 (in thousands) Total assets: Water Solutions $ 3,009,869 $ 3,130,659 Crude Oil Logistics 1,616,953 1,952,048 Liquids Logistics (1) 774,221 888,927 Corporate and Other 55,101 98,711 Total $ 5,456,144 $ 6,070,345 (1) Includes $32.3 million and $40.2 million of non-US total assets at March 31, 2023 and 2022, respectively. |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 2021 (in thousands) Purchases from equity method investees $ 1,872 $ 1,091 $ 3,249 Purchases from entities affiliated with management $ — $ 1,489 $ 1,239 Sales to entities affiliated with management $ — $ — $ 18,402 Purchases from WPX (1) $ 216,487 Sales to WPX (1) $ 39,129 (1) As previously disclosed, a member of the board of directors of our GP 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. Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) NGL Energy Holdings LLC $ 11,688 $ 8,483 Equity method investees 673 107 Entities affiliated with management 1 1 Total $ 12,362 $ 8,591 Accounts payable to affiliates consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) Equity method investees $ 64 $ 27 Entities affiliated with management 1 46 Total $ 65 $ 73 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, 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, 2023, the outstanding balance of the loan is approximately $2.3 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, 2023, no accrual has been recorded related to this guarantee. 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 GP. For their consent, we paid to the holders of the Class D Preferred Units $40.0 million. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2023 | |
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 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). Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service. Expenses under the plan for the years ended March 31, 2023, 2022 and 2021 were $2.8 million, $2.9 million and $3.4 million, respectively, and do not include expenses for matching contributions related to Mid-Con and Gas Blending, as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2021 (see Note 18). |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023. The majority of our revenue agreements are in the 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 in the scope of ASC 845 and ASC 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 $4.2 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the year ended March 31, 2023. 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, 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, 2023 (in thousands): Year Ending March 31, 2024 $ 101,324 2025 85,069 2026 26,696 2027 10,846 2028 1,269 Thereafter 802 Total $ 226,006 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. 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, booster stations 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. The following tables summarize the balances of our contract assets and liabilities at the dates indicated: March 31, 2023 March 31, 2022 (in thousands) Accounts receivable from contracts with customers $ 425,760 $ 605,384 Contract assets (current) $ 10,050 $ — 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 Payment received and deferred 62,969 Payment recognized in revenue (56,116) Contract liabilities balance at March 31, 2023 $ 14,520 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lessee, Operating Leases | Leases 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. Our leases are classified as operating and finance 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, 2023, we had operating lease right-of-use assets of $90.2 million and current and noncurrent operating lease obligations of $34.2 million and $58.5 million, respectively, on our consolidated balance sheet. An impairment of the operating lease right-of-use asset of $1.6 million was recorded for the underperforming terminals in our Liquids Logistics and Crude Oil Logistics segments. Also we recorded an impairment of the operating lease right-of-use asset of $0.1 million related to an office lease and $0.3 million related to the termination of leases. 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, 2023, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 5.71 years and 9.61%, respectively. 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. The following table summarizes the components of our lease cost for the periods indicated: Year Ended March 31, 2023 2022 2021 (in thousands) Operating lease cost (1) $ 51,525 $ 58,535 $ 69,031 Variable lease cost (1) 29,742 22,130 18,871 Short-term lease cost (1) 341 351 1,217 Finance lease cost Amortization of right-of-use asset (2) 3 — — Interest on lease obligation (3) 9 — — Total lease cost $ 81,620 $ 81,016 $ 89,119 (1) Included in operating expenses in our consolidated statements of operations. (2) Included in depreciation and amortization expense in our consolidated statements of operations. (3) Included in interest expense in our consolidated statement of operations. The following table summarizes maturities of our lease obligations at March 31, 2023 (in thousands): Operating Finance Year Ending March 31, Leases Lease (1) 2024 $ 40,766 $ 28 2025 26,486 28 2026 13,726 28 2027 7,854 28 2028 5,789 9 Thereafter 26,763 — Total lease payments 121,384 121 Less imputed interest (28,768) (30) Total lease obligations $ 92,616 $ 91 (1) At March 31, 2023, the short-term finance lease obligation of less than $0.1 million is included in accrued expenses and other payables and the long-term finance lease obligation of $0.1 million is included in other noncurrent liabilities. The following table summarizes supplemental cash flow information related to our leases for the periods indicated: Year Ended March 31, 2023 2022 2021 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 51,147 $ 57,449 $ 68,141 Operating cash outflows from finance lease $ 9 $ — $ — Financing cash outflows from finance lease $ 10 $ — $ — Right-of-use assets obtained in exchange for lease obligations Operating leases $ 32,984 $ 14,950 $ 33,579 Finance lease $ 102 $ — $ — 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, 2023, 2022 and 2021, fixed rental revenue was $ 13.9 million 14.4 million 15.9 million The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 8,862 2025 4,693 2026 4,017 2027 4,017 2028 3,927 Thereafter 189 Total $ 25,705 |
Allowance for Current Expected
Allowance for Current Expected Credit Loss | 12 Months Ended |
Mar. 31, 2023 | |
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 allowance for expected credit losses for the periods indicated: Accounts Receivable - Trade Notes Receivable and Other (in thousands) Balance at March 31, 2020 $ 4,540 $ — Cumulative effect adjustment 433 680 Change in provision for expected credit losses 319 — Write-offs charged against the provision (3,100) (222) Balance at March 31, 2021 2,192 458 Change in provision for expected credit losses 929 — Write-offs charged against the provision (491) — Disposition of Sawtooth (See Note 17) (4) — Balance at March 31, 2022 2,626 458 Change in provision for expected credit losses 25 (410) Write-offs charged against the provision (687) — Balance at March 31, 2023 $ 1,964 $ 48 In addition to the provision for expected credit losses below, 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, 2023 | |
Other Matters | |
Other Matters | Other Matters Dispute Settlement During the three months ended December 31, 2022, we recorded other income of $29.5 million to settle a dispute associated with commercial activities not occurring in the current reporting periods. We received payment on December 29, 2022. This amount is recorded within other income (expense), net in our consolidated statement of operations for the year ended March 31, 2023. Third-party Loan Receivable As previously disclosed, we had an outstanding loan receivable, including accrued interest, associated with our interest in a facility that was utilized by a third-party. Due to the bankruptcy of the third-party, we wrote down the remaining outstanding balance to what we expected to collect as an unsecured claim. At March 31, 2022, the outstanding balance of our unsecured claim was $0.6 million, net of an allowance for an expected credit loss, which was recorded within prepaid expenses and other current assets in our consolidated balance sheet. During the three months ended June 30, 2022, we received $1.0 million to settle our unsecured claim and we reversed the allowance for the expected credit loss. 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 and had transportation contracts to ship crude oil on our pipeline, filed a petition for bankruptcy under Chapter 11 of the bankruptcy code and requested that the court authorize it to reject these transportation contracts, effective June 14, 2020. 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. As a result of the bankruptcy proceedings, we reached a global settlement agreement with Extraction on January 21, 2021. Among other consideration, the global settlement agreement included a new long-term supply agreement, a new rate structure under the supply agreement and 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 . Also, as a result of these transactions, we assessed the goodwill of our Crude Oil Logistics reporting unit for impairment, which resulted in an impairment charge of $237.8 million (s ee Note 5 for a further discussion). These impairment charges were recorded within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2021 . Extraction continued to utilize, during the bankruptcy period, the services under the transportation contracts and, as of September 30, 2020, owed us $5.7 million related to deficiency volumes, which following our global settlement, we deemed uncollectible and wrote off this balance to bad debt expense within our consolidated statement of operations during the year ended March 31, 2021. Dispositions Sale of Certain Saltwater Disposal Assets On March 31, 2023, we sold certain saltwater disposal assets in the Midland Basin to two third-parties for total consideration of $13.6 million, of which $5.0 million was in cash and $8.6 million was a loan receivable. Interest on the loan receivable is based on the prime rate and is due monthly beginning on September 1, 2023. The loan receivable matures on April 1, 2026. We recorded a loss of $18.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2023 . As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Water Solutions segment have not been classified as discontinued operations. Sale of Marine Assets On March 30, 2023, we sold our marine assets to two third-parties for total consideration of $111.7 million in cash less estimated expenses of approximately $7.5 million. We recorded a loss of $8.0 million within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2023 . As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Crude Oil Logistics segment have not been classified as discontinued operations. 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 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. 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 . |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations As previously disclosed, on September 30, 2019, we completed the sale of TransMontaigne Product Services, LLC (“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 period presented. The following table summarizes the results of operations from discontinued operations for the year ended March 31, 2021 (in thousands): Revenues $ 16,198 Cost of sales 16,556 Operating expenses 290 Loss on disposal or impairment of assets, net (1) 1,174 Operating loss from discontinued operations (1,822) Income tax benefit 53 Loss from discontinued operations, net of tax $ (1,769) (1) Includes a loss of $1.0 million on the sale of Gas Blending and $0.2 million on the sale of TPSL. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsSubsequent to March 31, 2023, we have repurchased $99.3 million of the 2025 Notes (see Note 7 for a further discussion). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
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 collectability 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, letters of credit, monitoring customer receivables relative to previously-approved credit limits, restrictions on product liftings, entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions, reviewing the receivable aging and suspending sales to customers that have not timely paid outstanding invoices. |
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. |
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 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 2019 to 2022 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 $40.7 million and $43.5 million at March 31, 2023 and 2022, 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, 2023 was $2.3 million with an effective tax rate of 27.5%. The deferred tax benefit recorded during the year ended March 31, 2022 was $1.2 million with an effective tax rate of 11.3%. 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, 2023 or 2022. |
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 master netting agreements with certain customers to mitigate our credit risk. Receivables and payables are reflected at a net balance to the extent a master netting agreement is in place and we intend to settle on a net basis. |
Inventories | Inventories Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. Under the equity method, we do not report the individual assets and liabilities of these entities on our consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the net assets of the investee. We consider distributions received from unconsolidated entities which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and are classified as operating activities in our consolidated statements of cash flows. We consider distributions received from unconsolidated entities in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and are classified as investing activities in our consolidated statements of cash flows. |
Property, Plant and Equipment | Property, Plant and Equipment We record property, plant and equipment at cost less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. We compute depreciation expense of our property, plant and equipment using the straight-line method over the estimated useful lives of the assets (see Note 4). |
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). 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, 2023 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, an impairment loss is recognized to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value, limited to the total amount of goodwill for 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 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. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) interest rate or another reference rate expected to be discontinued because of reference rate reform. This guidance was to be effective prospectively upon issuance through December 31, 2022 and applied from the beginning of an interim period that included the issuance date of this ASU. However, in December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” which deferred the sunset date from December 31, 2022 to December 31, 2024. All other provisions of ASU 2020-04 were unchanged. On April 13, 2022, the ABL Facility was amended to replace the LIBOR benchmark with the SOFR (as defined herein) benchmark (as discussed further in Note 7). We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows. |
Commitment and Contingencies (P
Commitment and Contingencies (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 | |
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, 2023 | |
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, 2023. The majority of our revenue agreements are in the 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 in the scope of ASC 845 and ASC 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 $4.2 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the year ended March 31, 2023. 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, 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, 2023 | |
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. Our leases are classified as operating and finance 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, 2023 | |
Credit Loss [Abstract] | |
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. 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) Crude oil $ 49,586 $ 135,485 Propane 46,910 43,971 Biodiesel 19,778 20,474 Butane 18,384 33,144 Diesel 2,536 3,504 Ethanol 3 3,503 Other 5,410 11,196 Total $ 142,607 $ 251,277 |
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 2023 2022 (in thousands) Water services and land company Water Solutions 50% $ 15,036 $ 15,714 Water services and land company Water Solutions 10% 3,511 2,863 Water services and land company Water Solutions 50% 2,071 2,210 Aircraft company (1) Corporate and Other 50% 308 538 Natural gas liquids terminal company Liquids Logistics 50% 164 163 Water services company (2) Water Solutions 50% — 409 Total $ 21,090 $ 21,897 (1) This is an investment with a related party. (2) This entity was dissolved on March 31, 2023. |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) Linefill (1) $ 37,861 $ 28,065 Loan receivable (2) 8,592 3,147 Minimum shipping fees - pipeline commitments (3) 4,628 8,899 Other 6,896 5,691 Total $ 57,977 $ 45,802 (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, 2023 and 2022, linefill consisted of 502,686 and 423,978 barrels of crude oil, respectively. The increase was due primarily to capitalizing additional crude oil barrels as a result of increased requirements by third-party owned pipelines. This was partially offset by a decrease as we assigned our commitment with a pipeline operator to a third-party whereby the third-party purchased our linefill in the pipeline (see Note 8). Linefill held in pipelines we own is included within property, plant and equipment (see Note 4). (2) The March 31, 2023 balance represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, related to the sale of certain saltwater disposal assets in the Midland Basin in March 2023 (see Note 17). The March 31, 2022 balance represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party. During the year ended March 31, 2023, we received payments totaling $3.1 million to extinguish this loan receivable and we recorded a loss of $0.2 million within loss on disposal or impairment of assets, net to write off the remaining balance. (3) 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). At March 31, 2023, the deficiency credit was $8.9 million, of which $4.3 million is recorded within prepaid expenses and other current assets in our consolidated balance sheet. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) Accrued interest $ 49,362 $ 56,104 Accrued compensation and benefits 27,013 18,417 Derivative liabilities 14,752 27,108 Excise and other tax liabilities 11,777 10,451 Product exchange liabilities 4,047 853 Other 26,665 27,786 Total $ 133,616 $ 140,719 |
Loss Per Common Unit (Tables)
Loss Per Common Unit (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 2021 Weighted average common units outstanding during the period: Common units - Basic 131,007,171 129,840,234 128,980,823 Common units - Diluted 131,007,171 129,840,234 128,980,823 For the years ended March 31, 2023, 2022 and 2021, 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, 2023 2022 2021 (in thousands, except unit and per unit amounts) Income (loss) from continuing operations $ 52,492 $ (184,101) $ (637,418) Less: Continuing operations income attributable to noncontrolling interests (1,106) (655) (632) Net income (loss) from continuing operations attributable to NGL Energy Partners LP 51,386 (184,756) (638,050) Less: Distributions to preferred unitholders (1) (124,691) (104,163) (93,364) Less: Continuing operations net loss allocated to GP (2) 73 289 731 Net loss from continuing operations allocated to common unitholders $ (73,232) $ (288,630) $ (730,683) Loss from discontinued operations, net of tax $ — $ — $ (1,769) Less: Discontinued operations net loss allocated to GP (2) — — 2 Net loss from discontinued operations allocated to common unitholders $ — $ — $ (1,767) Net loss allocated to common unitholders $ (73,232) $ (288,630) $ (732,450) Basic and diluted loss per common unit Loss from continuing operations $ (0.56) $ (2.22) $ (5.67) Loss from discontinued operations, net of tax $ — $ — $ (0.01) Net loss $ (0.56) $ (2.22) $ (5.68) (1) Includes cumulative distributions for the years ended March 31, 2023, 2022 and 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). (2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 160,939 $ 173,199 Pipeline and related facilities 30 - 40 265,253 265,643 Vehicles and railcars (1) 3 - 25 92,640 93,126 Water treatment facilities and equipment 3 - 30 2,040,792 2,040,687 Crude oil tanks and related equipment 2 - 30 221,881 236,805 Barges and towboats (2) 5 - 30 — 138,778 Information technology equipment 3 - 7 35,884 48,664 Buildings and leasehold improvements 3 - 40 130,119 151,071 Land 89,474 100,038 Tank bottoms and linefill (3) 40,001 30,443 Other 3 - 20 10,908 15,252 Construction in progress 33,673 55,690 3,121,564 3,349,396 Accumulated depreciation (898,184) (887,006) Net property, plant and equipment $ 2,223,380 $ 2,462,390 (1) Includes a finance lease right-of-use asset of $0.1 million. The accumulated amortization related to this finance lease is included within accumulated depreciation. (2) On March 30, 2023, we sold our marine assets (see Note 17). (3) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. 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, 2023 2022 2021 (in thousands) Depreciation expense $ 196,129 $ 203,783 $ 190,204 Capitalized interest expense $ 945 $ 916 $ 2,778 |
Schedule of (gains) losses from the sales of property plant and equipment and any write-downs in value due to impairment | 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, 2023 2022 2021 (in thousands) Water Solutions $ 56,644 $ 28,068 $ 36,492 Crude Oil Logistics 18,944 (3,194) 1,766 Liquids Logistics 10,135 11,750 3,350 Corporate and Other (1,214) — 228 Total $ 84,509 $ 36,624 $ 41,836 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill by segment | The following table summarizes changes in goodwill by segment for the periods indicated: Water Crude Oil Liquids Total (in thousands) Balance at March 31, 2021 $ 283,310 $ 342,046 $ 119,083 $ 744,439 Balance at March 31, 2022 $ 283,310 $ 342,046 $ 119,083 $ 744,439 Disposal (Note 17) — (32,075) — (32,075) Balance at March 31, 2023 $ 283,310 $ 309,971 $ 119,083 $ 712,364 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: March 31, 2023 March 31, 2022 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 18.9 $ 1,196,468 $ (492,002) $ 704,466 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 21.3 192,000 (28,800) 163,200 192,000 (21,120) 170,880 Pipeline capacity rights 20.7 7,799 (2,427) 5,372 7,799 (2,167) 5,632 Rights-of-way and easements 30.8 94,875 (15,138) 79,737 91,664 (12,201) 79,463 Water rights 16.4 99,869 (26,453) 73,416 99,869 (20,404) 79,465 Executory contracts and other agreements 23.7 21,570 (5,037) 16,533 20,931 (3,014) 17,917 Non-compete agreements 0.1 1,100 (1,082) 18 7,000 (6,487) 513 Debt issuance costs (1) 2.9 25,592 (9,921) 15,671 22,202 (5,055) 17,147 Total amortizable 1,639,273 (580,860) 1,058,413 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 255 255 255 Total $ 1,639,528 $ (580,860) $ 1,058,668 $ 1,642,639 $ (507,285) $ 1,135,354 (1) Includes debt issuance costs related to the ABL Facility. 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: March 31, 2023 March 31, 2022 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 18.9 $ 1,196,468 $ (492,002) $ 704,466 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 21.3 192,000 (28,800) 163,200 192,000 (21,120) 170,880 Pipeline capacity rights 20.7 7,799 (2,427) 5,372 7,799 (2,167) 5,632 Rights-of-way and easements 30.8 94,875 (15,138) 79,737 91,664 (12,201) 79,463 Water rights 16.4 99,869 (26,453) 73,416 99,869 (20,404) 79,465 Executory contracts and other agreements 23.7 21,570 (5,037) 16,533 20,931 (3,014) 17,917 Non-compete agreements 0.1 1,100 (1,082) 18 7,000 (6,487) 513 Debt issuance costs (1) 2.9 25,592 (9,921) 15,671 22,202 (5,055) 17,147 Total amortizable 1,639,273 (580,860) 1,058,413 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 255 255 255 Total $ 1,639,528 $ (580,860) $ 1,058,668 $ 1,642,639 $ (507,285) $ 1,135,354 (1) Includes debt issuance costs related to the ABL Facility. 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 2023 2022 2021 (in thousands) Depreciation and amortization $ 77,492 $ 84,937 $ 127,023 Cost of sales 274 281 307 Interest expense 4,866 4,779 5,572 Operating expenses 247 247 247 Total $ 82,879 $ 90,244 $ 133,149 |
Schedule of expected amortization of intangible assets | The following table summarizes expected amortization of our intangible assets at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 76,753 2025 68,509 2026 65,464 2027 60,158 2028 57,305 Thereafter 730,224 Total $ 1,058,413 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Long-Term Debt | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: March 31, 2023 March 31, 2022 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (“2026 Senior Secured Notes”) $ 2,050,000 $ (26,009) $ 2,023,991 $ 2,050,000 $ (35,140) $ 2,014,860 Asset-based revolving credit facility (“ABL Facility”) 138,000 138,000 116,000 116,000 Senior unsecured notes: 7.500% Notes due 2023 (“2023 Notes”) — — — 475,702 (1,873) 473,829 6.125% Notes due 2025 (“2025 Notes”) 380,020 (1,612) 378,408 380,020 (2,456) 377,564 7.500% Notes due 2026 (“2026 Notes”) 319,902 (2,496) 317,406 332,402 (3,460) 328,942 Other long-term debt — — — 41,705 (59) 41,646 2,887,922 (30,117) 2,857,805 3,395,829 (42,988) 3,352,841 Less: Current maturities — — — 2,378 — 2,378 Long-term debt $ 2,887,922 $ (30,117) $ 2,857,805 $ 3,393,451 $ (42,988) $ 3,350,463 (1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at March 31, 2023: Year Ending March 31, 2026 Senior ABL Facility Senior Total (in thousands) 2024 $ — $ — $ — $ — 2025 — — 380,020 380,020 2026 2,050,000 138,000 — 2,188,000 2027 — — 319,902 319,902 Total $ 2,050,000 $ 138,000 $ 699,922 $ 2,887,922 |
Schedule of future amortization expense of debt issuance costs | The following table summarizes expected amortization of debt issuance costs at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 10,842 2025 10,772 2026 8,471 2027 32 Total $ 30,117 |
Repurchases | Senior unsecured notes | |
Long-Term Debt | |
Schedule of repurchases | The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Year Ended March 31, 2023 2022 2021 (in thousands) 2023 Notes Notes repurchased $ 272,316 $ 79,549 $ 52,072 Cash paid (excluding payments of accrued interest) $ 265,127 $ 77,847 $ 33,566 Gain on early extinguishment of debt (1) $ 6,555 $ 1,318 $ 18,096 2025 Notes Notes repurchased $ — $ — $ 7,300 Cash paid (excluding payments of accrued interest) $ — $ — $ 3,647 Gain on early extinguishment of debt (2) $ — $ — $ 3,575 2026 Notes Notes repurchased $ 12,500 $ 6,000 $ 111,598 Cash paid (excluding payments of accrued interest) $ 10,789 $ 5,320 $ 78,583 Gain on early extinguishment of debt (3) $ 1,611 $ 610 $ 31,463 (1) Gain on early extinguishment of debt for the 2023 Notes during the years ended March 31, 2023, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.6 million, $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 year ended March 31, 2021 is inclusive of the write off of debt issuance costs of $0.1 million. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statement of operations. (3) Gain on early extinguishment of debt for the 2026 Notes during the years ended March 31, 2023, 2022 and 2021 is inclusive of the write off of debt issuance costs of $0.1 million, $0.1 million and $1.6 million respectively. The gain is reported within gain (loss) on early extinguishment of liabilities, net within our consolidated statements of operations. |
Redemptions | Senior unsecured notes | |
Long-Term Debt | |
Schedule of repurchases | The following table summarizes redemptions of Senior Unsecured Notes for the year ended March 31, 2023 (in thousands): 2023 Notes (1) Notes redeemed $ 203,386 Cash paid (excluding payments of accrued interest) $ 203,386 Loss on early extinguishment of debt $ 367 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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, 2021 $ 28,079 Liabilities incurred 1,865 Liabilities associated with disposed assets (1) (1,716) Accretion expense 1,713 Balance at March 31, 2022 29,941 Liabilities incurred 3,880 Liabilities associated with disposed assets (2) (1,493) Liabilities settled (391) Accretion expense 3,226 Balance at March 31, 2023 $ 35,163 (1) Relates primarily to the disposition of Sawtooth (see Note 17) as well as the sale of certain water disposal wells. (2) Relates to the sale of 17 saltwater disposal wells and other long-lived assets within our Water Solutions business. |
Schedule of future minimum payments under pipeline capacity agreements | The following table summarizes future minimum throughput payments under these agreements at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 26,857 2025 26,784 Total $ 53,641 |
Schedule of outstanding purchase commitments | At March 31, 2023, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: 2024 $ 74,933 1,085 $ 68,849 75,214 2025 — — 2,829 3,486 2026 — — 1,982 2,730 2027 — — 1,808 2,520 Total $ 74,933 1,085 $ 75,468 83,950 Index-Price Commodity Purchase Commitments: 2024 $ 4,306,093 60,542 $ 905,626 966,567 2025 1,711,827 25,557 10,897 11,600 2026 633,722 10,410 — — Total $ 6,651,642 96,509 $ 916,523 978,167 (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, 2023, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: 2024 $ 75,694 1,085 $ 91,903 89,900 2025 — — 5,071 5,841 2026 — — 3,183 4,058 2027 — — 2,064 2,805 Total $ 75,694 1,085 $ 102,221 102,604 Index-Price Commodity Sale Commitments: 2024 $ 2,263,615 41,737 $ 369,134 356,181 2025 523,647 13,002 822 826 2026 26,403 390 — — Total $ 2,813,665 55,129 $ 369,956 357,007 |
Schedule of future minimum payments under contractual commitments | The following table summarizes future minimum payments under these agreements at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 10,286 2025 3,397 2026 1,349 2027 1,335 2028 1,288 Thereafter 4,437 Total $ 22,092 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Equity | |
Schedule of Service Awards activity | The following table summarizes the Service Award activity during the year ended March 31, 2023: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2022 2,188,800 $2.15 Units vested and issued (1,287,075) $2.15 Units forfeited (273,750) $2.15 Unvested Service Award units at March 31, 2023 627,975 $2.15 |
Limited Partner | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our common units during the year ended March 31, 2021: Date Declared Record Date Payment Date Amount Amount Paid to Amount Paid to (in thousands) (in thousands) 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 |
Series B Preferred Stock | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our Class B Preferred Units for the year ended March 31, 2021: Date Declared Record Date Payment Date Amount Per Unit Amount Paid to Class B (in thousands) 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 |
Series C Preferred Stock | |
Equity | |
Schedule of distributions declared | The following table summarizes distributions declared on our Class C Preferred Units for the year ended March 31, 2021: Amount Paid to Class C Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) 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 |
Series D Preferred Stock | |
Equity | |
Schedule of distributions declared | The following table summarizes cash distributions declared on our Class D Preferred Units for the year ended March 31, 2021: Amount Paid to Class D Date Declared Record Date Payment Date Amount Per Unit Preferred Unitholders (in thousands) 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 |
Schedule of outstanding warrants | The following table summarizes the outstanding warrants at March 31, 2023: Issuance Date and Description Number of Warrants Exercise Price July 2, 2019 Premium warrants 10,000,000 $ 17.45 Par warrants 7,000,000 $ 14.54 October 31, 2019 Premium warrants 5,000,000 $ 16.28 Par warrants 3,500,000 $ 13.56 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 March 31, 2022 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 63,553 $ (6,043) $ 73,353 $ (47,585) Level 2 measurements 25,128 (15,827) 51,968 (27,372) 88,681 (21,870) 125,321 (74,957) Netting of counterparty contracts (1) (6,670) 6,670 (47,585) 47,585 Net cash collateral (held) provided (47,686) (114) 839 — Commodity derivatives $ 34,325 $ (15,314) $ 78,575 $ (27,372) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master 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, 2023 2022 (in thousands) Prepaid expenses and other current assets $ 33,875 $ 78,575 Other noncurrent assets 450 — Accrued expenses and other payables (14,752) (27,108) Other noncurrent liabilities (562) (264) Net commodity derivative asset $ 19,011 $ 51,203 |
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, 2023: Crude oil fixed-price (1) April 2023–March 2024 1,069 $ 52,613 Propane fixed-price (1) April 2023–March 2025 (320) (4,047) Refined products fixed-price (1) April 2023–July 2024 (429) 4,468 Butane fixed-price (1) April 2023–March 2024 (830) 3,485 Other April 2023–September 2024 10,292 66,811 Net cash collateral held (47,800) Net commodity derivative asset $ 19,011 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 (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 from commodity derivatives | The following table summarizes the net losses 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, 2023 $ (5,383) 2022 $ (116,556) 2021 $ (83,578) Amounts in the table above do not include net losses from our commodity derivatives related to Mid-Con (as defined herein) and Gas Blending (as defined herein), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2021 (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, 2023 (in thousands): 2026 Senior Secured Notes $ 1,974,833 2025 Notes $ 340,118 2026 Notes $ 287,333 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 2021 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 545,008 $ 412,822 $ 321,460 Sale of recovered crude oil 120,705 77,203 28,599 Sale of water 17,509 39,518 13,569 Other service revenues 13,816 15,323 7,358 Total Water Solutions revenues 697,038 544,866 370,986 Crude Oil Logistics: Topic 606 revenues Crude oil sales 2,376,434 2,432,393 1,574,699 Crude oil transportation and other 89,502 75,484 142,233 Non-Topic 606 revenues 7,476 8,687 11,355 Elimination of intersegment sales (8,590) (11,068) (6,651) Total Crude Oil Logistics revenues 2,464,822 2,505,496 1,721,636 Liquids Logistics: Topic 606 revenues Refined products sales 2,554,084 1,899,898 1,124,087 Propane sales 1,156,821 1,322,210 1,023,479 Butane sales 772,085 861,998 516,358 Other product sales 565,706 551,841 373,707 Service revenues 7,944 8,781 22,270 Non-Topic 606 revenues 476,404 254,148 79,318 Elimination of intersegment sales — (1,323) (6,073) Total Liquids Logistics revenues 5,533,044 4,897,553 3,133,146 Corporate and Other: Non-Topic 606 revenues — — 1,255 Total Corporate and Other revenues — — 1,255 Total revenues $ 8,694,904 $ 7,947,915 $ 5,227,023 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, 2023 2022 2021 (in thousands) Depreciation and Amortization: Water Solutions $ 207,328 $ 214,805 $ 222,354 Crude Oil Logistics 46,577 48,489 60,874 Liquids Logistics 13,575 19,000 29,503 Corporate and Other 23,399 23,914 18,469 Total $ 290,879 $ 306,208 $ 331,200 Operating Income (Loss): Water Solutions $ 198,924 $ 94,851 $ (92,720) Crude Oil Logistics 81,524 45,033 (304,330) Liquids Logistics 66,624 (8,441) 70,441 Corporate and Other (57,909) (48,400) (64,144) Total $ 289,163 $ 83,043 $ (390,753) |
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, 2023 2022 2021 (in thousands) Water Solutions $ 123,180 $ 115,267 $ 66,649 Crude Oil Logistics 9,649 6,422 9,933 Liquids Logistics 5,704 11,185 31,172 Corporate and Other 2,207 2,148 11,953 Total $ 140,740 $ 135,022 $ 119,707 All of the tables above do not include amounts related to Mid-Con, Gas Blending and TPSL (as defined herein), as these amounts have been classified as discontinued operations within our consolidated statement of operations for the year ended March 31, 2021 (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, 2023 2022 (in thousands) Long-lived assets, net: Water Solutions $ 2,810,534 $ 2,970,911 Crude Oil Logistics 870,999 1,050,546 Liquids Logistics (1) 363,736 385,783 Corporate and Other 39,363 49,067 Total $ 4,084,632 $ 4,456,307 (1) Includes $12.5 million and $17.1 million of non-US long-lived assets at March 31, 2023 and 2022, respectively. March 31, 2023 2022 (in thousands) Total assets: Water Solutions $ 3,009,869 $ 3,130,659 Crude Oil Logistics 1,616,953 1,952,048 Liquids Logistics (1) 774,221 888,927 Corporate and Other 55,101 98,711 Total $ 5,456,144 $ 6,070,345 (1) Includes $32.3 million and $40.2 million of non-US total assets at March 31, 2023 and 2022, respectively. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 2021 (in thousands) Purchases from equity method investees $ 1,872 $ 1,091 $ 3,249 Purchases from entities affiliated with management $ — $ 1,489 $ 1,239 Sales to entities affiliated with management $ — $ — $ 18,402 Purchases from WPX (1) $ 216,487 Sales to WPX (1) $ 39,129 (1) As previously disclosed, a member of the board of directors of our GP 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. Accounts receivable from affiliates consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) NGL Energy Holdings LLC $ 11,688 $ 8,483 Equity method investees 673 107 Entities affiliated with management 1 1 Total $ 12,362 $ 8,591 Accounts payable to affiliates consist of the following at the dates indicated: March 31, 2023 2022 (in thousands) Equity method investees $ 64 $ 27 Entities affiliated with management 1 46 Total $ 65 $ 73 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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, 2023 (in thousands): Year Ending March 31, 2024 $ 101,324 2025 85,069 2026 26,696 2027 10,846 2028 1,269 Thereafter 802 Total $ 226,006 |
Schedule of contract assets and liabilities | The following tables summarize the balances of our contract assets and liabilities at the dates indicated: March 31, 2023 March 31, 2022 (in thousands) Accounts receivable from contracts with customers $ 425,760 $ 605,384 Contract assets (current) $ 10,050 $ — 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 Payment received and deferred 62,969 Payment recognized in revenue (56,116) Contract liabilities balance at March 31, 2023 $ 14,520 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of components for lease cost | The following table summarizes the components of our lease cost for the periods indicated: Year Ended March 31, 2023 2022 2021 (in thousands) Operating lease cost (1) $ 51,525 $ 58,535 $ 69,031 Variable lease cost (1) 29,742 22,130 18,871 Short-term lease cost (1) 341 351 1,217 Finance lease cost Amortization of right-of-use asset (2) 3 — — Interest on lease obligation (3) 9 — — Total lease cost $ 81,620 $ 81,016 $ 89,119 (1) Included in operating expenses in our consolidated statements of operations. (2) Included in depreciation and amortization expense in our consolidated statements of operations. (3) Included in interest expense in our consolidated statement of operations. |
Schedule of maturities of lease obligations | The following table summarizes maturities of our lease obligations at March 31, 2023 (in thousands): Operating Finance Year Ending March 31, Leases Lease (1) 2024 $ 40,766 $ 28 2025 26,486 28 2026 13,726 28 2027 7,854 28 2028 5,789 9 Thereafter 26,763 — Total lease payments 121,384 121 Less imputed interest (28,768) (30) Total lease obligations $ 92,616 $ 91 (1) At March 31, 2023, the short-term finance lease obligation of less than $0.1 million is included in accrued expenses and other payables and the long-term finance lease obligation of $0.1 million is included in other noncurrent liabilities. |
Schedule of supplemental cash flow information for leases | The following table summarizes supplemental cash flow information related to our leases for the periods indicated: Year Ended March 31, 2023 2022 2021 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 51,147 $ 57,449 $ 68,141 Operating cash outflows from finance lease $ 9 $ — $ — Financing cash outflows from finance lease $ 10 $ — $ — Right-of-use assets obtained in exchange for lease obligations Operating leases $ 32,984 $ 14,950 $ 33,579 Finance lease $ 102 $ — $ — |
Schedule of future minimum lease payments to be received under contractual commitments | The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at March 31, 2023 (in thousands): Year Ending March 31, 2024 $ 8,862 2025 4,693 2026 4,017 2027 4,017 2028 3,927 Thereafter 189 Total $ 25,705 |
Allowance for Current Expecte_3
Allowance for Current Expected Credit Loss (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of allowance for expected credit losses | The following table summarizes changes in our allowance for expected credit losses for the periods indicated: Accounts Receivable - Trade Notes Receivable and Other (in thousands) Balance at March 31, 2020 $ 4,540 $ — Cumulative effect adjustment 433 680 Change in provision for expected credit losses 319 — Write-offs charged against the provision (3,100) (222) Balance at March 31, 2021 2,192 458 Change in provision for expected credit losses 929 — Write-offs charged against the provision (491) — Disposition of Sawtooth (See Note 17) (4) — Balance at March 31, 2022 2,626 458 Change in provision for expected credit losses 25 (410) Write-offs charged against the provision (687) — Balance at March 31, 2023 $ 1,964 $ 48 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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 year ended March 31, 2021 (in thousands): Revenues $ 16,198 Cost of sales 16,556 Operating expenses 290 Loss on disposal or impairment of assets, net (1) 1,174 Operating loss from discontinued operations (1,822) Income tax benefit 53 Loss from discontinued operations, net of tax $ (1,769) (1) Includes a loss of $1.0 million on the sale of Gas Blending and $0.2 million on the sale of TPSL. |
Organization and Operations (De
Organization and Operations (Details) | 12 Months Ended |
Mar. 31, 2023 | |
Business Acquisition | |
Number of segments | 3 |
Liquids logistics | |
Business Acquisition | |
Number of owned terminals | 25 |
Number of common carrier pipelines | 9 |
Significant Accounting Polici_4
Significant Accounting Policies - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Minimum percentage of qualifying income of non-taxable subsidiaries | 90% | |
Deferred tax liability | $ 40,700,000 | $ 43,500,000 |
Deferred tax benefit | $ 2,300,000 | $ 1,200,000 |
Effective tax rate | 27.50% | 11.30% |
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, 2023 | Mar. 31, 2022 |
Inventory | ||
Crude oil | $ 49,586 | $ 135,485 |
Propane | 46,910 | 43,971 |
Total | 142,607 | 251,277 |
Biodiesel Inventory | ||
Inventory | ||
Renewable Energy Related Inventory | 19,778 | 20,474 |
Butane Inventory | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | 18,384 | 33,144 |
Diesel Inventory | ||
Inventory | ||
Energy Related Inventory, Crude Oil, Products and Merchandise | 2,536 | 3,504 |
Ethanol Inventory | ||
Inventory | ||
Renewable Energy Related Inventory | 3 | 3,503 |
Other natural gas liquids | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | $ 5,410 | $ 11,196 |
Significant Accounting Polici_7
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Investments in Unconsolidated Entities | ||
Carrying value | $ 21,090 | $ 21,897 |
Cumulative earnings from unconsolidated entities | 10,600 | |
Cumulative distributions received from unconsolidated entities | $ 14,000 | |
Water Services and Land Company No. 1 | Water solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 15,036 | 15,714 |
Water Services and Land Company No. 2 | Water solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 10% | |
Carrying value | $ 3,511 | 2,863 |
Water Services and Land Company No. 3 | Water solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 2,071 | 2,210 |
Aircraft Company | Corporate and other | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 308 | 538 |
Natural Gas Liquids Terminal Company | Liquids logistics | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 164 | 163 |
Water Services Company | Water solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 0 | $ 409 |
Significant Accounting Polici_8
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) bbl | Mar. 31, 2022 USD ($) bbl | |
Other Assets, Noncurrent [Abstract] | |||
Linefill | $ 37,861 | $ 28,065 | |
Loan receivable (2) | 8,592 | 3,147 | |
Other | 6,896 | 5,691 | |
Total | 57,977 | 45,802 | |
Other Noncurrent Assets | |||
Proceeds from collection of loan receivable | $ 1,000 | ||
Minimum shipping fees - pipeline commitments | 8,900 | ||
Other noncurrent assets | |||
Other Noncurrent Assets | |||
Minimum shipping fees - pipeline commitments | 4,628 | $ 8,899 | |
Prepaid expenses and other current assets | |||
Other Noncurrent Assets | |||
Minimum shipping fees - pipeline commitments | 4,300 | ||
Former related party | |||
Other Noncurrent Assets | |||
Proceeds from collection of loan receivable | 3,100 | ||
Loss on write-off of loan receivable | $ 200 | ||
Crude oil | |||
Other Noncurrent Assets | |||
Number of barrels of product | bbl | 502,686 | 423,978 |
Significant Accounting Polici_9
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Accounting Policies [Abstract] | ||
Accrued interest | $ 49,362 | $ 56,104 |
Accrued compensation and benefits | 27,013 | 18,417 |
Derivative liabilities | 14,752 | 27,108 |
Excise and other tax liabilities | 11,777 | 10,451 |
Product exchange liabilities | 4,047 | 853 |
Other | 26,665 | 27,786 |
Total | $ 133,616 | $ 140,719 |
Loss Per Common Unit (Details)
Loss Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Loss Per Common Unit | |||
Income (loss) from continuing operations | $ 52,492 | $ (184,101) | $ (637,418) |
Less: Continuing operations income attributable to noncontrolling interests | (1,106) | (655) | (632) |
Net income (loss) from continuing operations attributable to NGL Energy Partners LP | 51,386 | (184,756) | (638,050) |
Less: Distributions to preferred unitholders (1) | (124,691) | (104,163) | (93,364) |
Less: Continuing operations net loss allocated to GP (2) | 73 | 289 | 731 |
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | (73,232) | (288,630) | (730,683) |
Loss from discontinued operations, net of tax | 0 | 0 | (1,769) |
Less: Discontinued operations net loss allocated to GP (2) | 0 | 0 | 2 |
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | 0 | 0 | (1,767) |
Net loss allocated to common unitholders | $ (73,232) | $ (288,630) | $ (732,450) |
Limited Partner | |||
Basic and diluted loss per common unit | |||
Loss From Continuing Operations | $ (0.56) | $ (2.22) | $ (5.67) |
Loss From Discontinued Operations, net of Tax | 0 | 0 | (0.01) |
Net Loss | $ (0.56) | $ (2.22) | $ (5.68) |
Limited Partner | |||
Loss Per Common Unit | |||
Basic weighted average common units outstanding (in units) | 131,007,171 | 129,840,234 | 128,980,823 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,007,171 | 129,840,234 | 128,980,823 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 3,121,564 | $ 3,349,396 | |
Accumulated depreciation | (898,184) | (887,006) | |
Net property, plant and equipment | 2,223,380 | 2,462,390 | |
Finance lease, right-of-use asset | 100 | ||
Depreciation expense | 196,129 | 203,783 | $ 190,204 |
Capitalized interest expense | 945 | 916 | 2,778 |
(Gain) loss on sales and write-downs of certain assets | 84,509 | 36,624 | 41,836 |
Gain on disposal or impairment of assets, net | (86,888) | (94,254) | (475,436) |
Water solutions | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 56,644 | 28,068 | 36,492 |
Gain on disposal or impairment of assets, net | 26,300 | (12,800) | |
Asset impairment charges | 21,800 | 22,300 | 30,600 |
Gain from insurance recovery | (2,100) | ||
Water solutions | Inactive saltwater disposal facilities | |||
Property, Plant and Equipment | |||
Asset impairment charges | 5,800 | 11,900 | |
Water solutions | Write down of certain water assets | |||
Property, Plant and Equipment | |||
Asset impairment charges | 6,700 | ||
Crude oil logistics | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | 18,944 | (3,194) | 1,766 |
Gain on disposal or impairment of assets, net | (5,500) | ||
Asset impairment charges | 20,000 | ||
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 | 10,135 | 11,750 | 3,350 |
Gain on disposal or impairment of assets, net | 11,800 | ||
Asset impairment charges | 10,000 | ||
Corporate and Other | |||
Property, Plant and Equipment | |||
(Gain) loss on sales and write-downs of certain assets | (1,214) | 0 | $ 228 |
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 160,939 | 173,199 | |
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 | $ 265,253 | 265,643 | |
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 (1) | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 92,640 | 93,126 | |
Vehicles and railcars (1) | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Vehicles and railcars (1) | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 25 years | ||
Water treatment facilities and equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 2,040,792 | 2,040,687 | |
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 | $ 221,881 | 236,805 | |
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 (2) | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 0 | 138,778 | |
Barges and towboats (2) | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 5 years | ||
Barges and towboats (2) | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Information technology equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 35,884 | 48,664 | |
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 | $ 130,119 | 151,071 | |
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 | $ 89,474 | 100,038 | |
Tank bottoms and linefill | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | 40,001 | 30,443 | |
Other | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 10,908 | 15,252 | |
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 | $ 33,673 | $ 55,690 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill | |||
Goodwill | $ 712,364 | $ 744,439 | $ 744,439 |
Disposal (Note 17) | (32,075) | ||
Water solutions | |||
Goodwill | |||
Goodwill | 283,310 | 283,310 | 283,310 |
Disposal (Note 17) | 0 | ||
Crude oil logistics | |||
Goodwill | |||
Goodwill | 309,971 | 342,046 | 342,046 |
Disposal (Note 17) | (32,075) | ||
Liquids logistics | |||
Goodwill | |||
Goodwill | 119,083 | $ 119,083 | $ 119,083 |
Disposal (Note 17) | $ 0 |
Goodwill Impairment (Details)
Goodwill Impairment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Crude oil logistics | |||
Goodwill | |||
Reporting unit, percentage of fair value in excess of carrying amount | 18% | 12% | |
Reporting unit, percentage of fair value below carrying amount | 17% | ||
Goodwill impairment | $ 237.8 | ||
Liquids logistics | |||
Goodwill | |||
Reporting unit, percentage of fair value in excess of carrying amount | 5% | ||
Water solutions | |||
Goodwill | |||
Reporting unit, percentage of fair value in excess of carrying amount | 3% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Amortizable | |||
Finite-lived intangible assets, gross | $ 1,639,273 | $ 1,642,384 | |
Accumulated amortization | (580,860) | (507,285) | |
Total | 1,058,413 | 1,135,099 | |
Gross carrying amount of intangible assets | 1,639,528 | 1,642,639 | |
INTANGIBLE ASSETS, net of accumulated amortization | 1,058,668 | 1,135,354 | |
Non-Amortizable | |||
Gain on disposal or impairment of assets, net | (86,888) | (94,254) | $ (475,436) |
Water solutions | |||
Non-Amortizable | |||
Gain on disposal or impairment of assets, net | 26,300 | (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 | 18 years 10 months 24 days | ||
Finite-lived intangible assets, gross | $ 1,196,468 | 1,200,919 | |
Accumulated amortization | (492,002) | (436,837) | |
Total | 704,466 | 764,082 | |
Customer relationships | Water solutions | |||
Non-Amortizable | |||
Intangible asset impairment | 39,200 | ||
Customer relationships | Crude oil logistics | |||
Non-Amortizable | |||
Intangible asset impairment | $ 1,600 | ||
Customer contracts | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 21 years 3 months 18 days | ||
Finite-lived intangible assets, gross | $ 192,000 | 192,000 | |
Accumulated amortization | (28,800) | (21,120) | |
Total | $ 163,200 | 170,880 | |
Customer contracts | Crude oil logistics | |||
Non-Amortizable | |||
Intangible asset impairment | 145,800 | ||
Service Agreements | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 20 years 8 months 12 days | ||
Finite-lived intangible assets, gross | $ 7,799 | 7,799 | |
Accumulated amortization | (2,427) | (2,167) | |
Total | $ 5,372 | 5,632 | |
Contract-Based Intangible Assets | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 30 years 9 months 18 days | ||
Finite-lived intangible assets, gross | $ 94,875 | 91,664 | |
Accumulated amortization | (15,138) | (12,201) | |
Total | $ 79,737 | 79,463 | |
Use Rights | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 16 years 4 months 24 days | ||
Finite-lived intangible assets, gross | $ 99,869 | 99,869 | |
Accumulated amortization | (26,453) | (20,404) | |
Total | $ 73,416 | 79,465 | |
Use 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 | 23 years 8 months 12 days | ||
Finite-lived intangible assets, gross | $ 21,570 | 20,931 | |
Accumulated amortization | (5,037) | (3,014) | |
Total | $ 16,533 | 17,917 | |
Non-compete agreements | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 1 month 6 days | ||
Finite-lived intangible assets, gross | $ 1,100 | 7,000 | |
Accumulated amortization | (1,082) | (6,487) | |
Total | $ 18 | 513 | |
Debt issuance costs | |||
Amortizable | |||
Weighted average remaining amortization period for intangible assets | 2 years 10 months 24 days | ||
Finite-lived intangible assets, gross | $ 25,592 | 22,202 | |
Accumulated amortization | (9,921) | (5,055) | |
Total | $ 15,671 | 17,147 | |
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, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Amortization related to intangible assets | |||
Amortization expense | $ 82,879 | $ 90,244 | $ 133,149 |
Future amortization expense of intangible assets | |||
2024 | 76,753 | ||
2025 | 68,509 | ||
2026 | 65,464 | ||
2027 | 60,158 | ||
2028 | 57,305 | ||
Thereafter | 730,224 | ||
Total | 1,058,413 | 1,135,099 | |
Water solutions | Trade names | |||
Amortization related to intangible assets | |||
Intangible asset impairment, indefinite-lived | 2,500 | ||
Debt issuance costs | |||
Future amortization expense of intangible assets | |||
Total | 15,671 | 17,147 | |
Debt issuance costs | Corporate and other | |||
Amortization related to intangible assets | |||
Intangible asset impairment | 4,500 | ||
Customer contracts | |||
Future amortization expense of intangible assets | |||
Total | 163,200 | 170,880 | |
Customer contracts | Crude oil logistics | |||
Amortization related to intangible assets | |||
Intangible asset impairment | 145,800 | ||
Customer relationships | |||
Future amortization expense of intangible assets | |||
Total | 704,466 | 764,082 | |
Customer relationships | Crude oil logistics | |||
Amortization related to intangible assets | |||
Intangible asset impairment | 1,600 | ||
Customer relationships | Water solutions | |||
Amortization related to intangible assets | |||
Intangible asset impairment | 39,200 | ||
Depreciation and amortization | |||
Amortization related to intangible assets | |||
Amortization expense | 77,492 | 84,937 | 127,023 |
Cost of sales | |||
Amortization related to intangible assets | |||
Amortization expense | 274 | 281 | 307 |
Interest expense | |||
Amortization related to intangible assets | |||
Amortization expense | 4,866 | 4,779 | 5,572 |
Operating expenses | |||
Amortization related to intangible assets | |||
Amortization expense | $ 247 | $ 247 | $ 247 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 04, 2021 | Apr. 09, 2019 | Feb. 22, 2017 | Oct. 24, 2016 |
Long-Term Debt | ||||||
Face amount | $ 2,887,922 | $ 3,395,829 | ||||
Current maturities of long-term debt | 0 | 2,378 | ||||
Long-term debt, current maturities before debt issuance costs | 2,887,922 | 3,393,451 | ||||
Unamortized debt issuance expense | (30,117) | (42,988) | ||||
Debt issuance costs, current, net | 0 | 0 | ||||
Debt issuance costs, noncurrent, net | (30,117) | (42,988) | ||||
Long-term debt | 2,857,805 | 3,352,841 | ||||
Long-term debt, excluding current maturities | $ 2,857,805 | 3,350,463 | ||||
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 | $ 2,050,000 | |||
Unamortized debt issuance expense | (26,009) | (35,140) | ||||
Long-term debt | 2,023,991 | 2,014,860 | ||||
ABL Facility | ||||||
Long-Term Debt | ||||||
Outstanding debt | $ 138,000 | 116,000 | ||||
7.5% Senior Notes due 2023 | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 7.50% | 7.50% | ||||
Face amount | $ 0 | 475,702 | ||||
Unamortized debt issuance expense | 0 | (1,873) | ||||
Long-term debt | $ 0 | 473,829 | ||||
6.125% Senior Notes due 2025 | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 6.125% | 6.125% | ||||
Face amount | $ 380,020 | 380,020 | ||||
Unamortized debt issuance expense | (1,612) | (2,456) | ||||
Long-term debt | $ 378,408 | 377,564 | ||||
7.5% Senior Notes due 2026 | ||||||
Long-Term Debt | ||||||
Fixed interest rate | 7.50% | 7.50% | ||||
Face amount | $ 319,902 | 332,402 | ||||
Unamortized debt issuance expense | (2,496) | (3,460) | ||||
Long-term debt | 317,406 | 328,942 | ||||
Other long-term debt | ||||||
Long-Term Debt | ||||||
Face amount | 0 | 41,705 | ||||
Unamortized debt issuance expense | 0 | (59) | ||||
Long-term debt | $ 0 | $ 41,646 |
Long Term Debt - 2026 Senior Se
Long Term Debt - 2026 Senior Secured Notes (Details) $ in Thousands | Feb. 04, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) |
Long-Term Debt | |||
Face amount | $ 2,887,922 | $ 3,395,829 | |
7.5% Senior Secured Notes due 2026 | |||
Long-Term Debt | |||
Face amount | $ 2,050,000 | $ 2,050,000 | $ 2,050,000 |
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. 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) - ABL Facility - USD ($) $ in Thousands | 12 Months Ended | ||||
Feb. 16, 2023 | Feb. 04, 2021 | Mar. 31, 2023 | Apr. 13, 2022 | Mar. 31, 2022 | |
Long-Term Debt | |||||
Maximum borrowing capacity | $ 500,000 | $ 600,000 | |||
ABL Facility increase | $ 100,000 | ||||
Outstanding debt | $ 138,000 | $ 116,000 | |||
Revolving credit, expiration 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. | ||||
Line of credit facility, interest rate description | 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 the SOFR 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. | ||||
Interest rate | 8.70% | ||||
Prime rate | |||||
Long-Term Debt | |||||
Reference rate | 8% | ||||
Interest rate margin added to variable rate base | 1.50% | ||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Long-Term Debt | |||||
Reference rate | 4.80% | ||||
Interest rate margin added to variable rate base | 2.50% | ||||
Letters of credit | |||||
Long-Term Debt | |||||
Maximum borrowing capacity | $ 200,000 | $ 250,000 | |||
Outstanding letters of credit | $ 152,000 | ||||
Fixed interest rate | 2.50% |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |||||||
Apr. 15, 2024 | Mar. 01, 2023 | May 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 09, 2019 | Feb. 22, 2017 | Oct. 24, 2016 | |
Long-Term Debt | |||||||||
Loss on early extinguishment of debt | $ 6,177 | $ 1,813 | $ (16,692) | ||||||
7.5% Senior Notes due 2023 | |||||||||
Long-Term Debt | |||||||||
Face amount | $ 700,000 | ||||||||
Fixed interest rate | 7.50% | 7.50% | |||||||
Notes repurchased | $ 272,316 | 79,549 | 52,072 | ||||||
Cash paid (excluding payments of accrued interest) | 265,127 | 77,847 | 33,566 | ||||||
Gain on early extinguishment of debt (1) | 6,555 | 1,318 | 18,096 | ||||||
Write off of debt issuance costs | 600 | 400 | 400 | ||||||
7.5% Senior Notes due 2023 | Redemptions | |||||||||
Long-Term Debt | |||||||||
Notes repurchased | 203,386 | ||||||||
Cash paid (excluding payments of accrued interest) | 203,386 | ||||||||
Write off of debt issuance costs | 400 | ||||||||
Loss on early extinguishment of debt | $ 367 | ||||||||
6.125% Senior Notes due 2025 | |||||||||
Long-Term Debt | |||||||||
Face amount | $ 500,000 | ||||||||
Fixed interest rate | 6.125% | 6.125% | |||||||
Senior unsecured notes redemption terms | As of March 1, 2023, we have the right to redeem all or a portion of the outstanding 2025 Notes at 100% of the principal amount plus accrued and unpaid interest. | ||||||||
Notes repurchased | $ 0 | 0 | 7,300 | ||||||
Cash paid (excluding payments of accrued interest) | 0 | 0 | 3,647 | ||||||
Gain on early extinguishment of debt (1) | $ 0 | 0 | 3,575 | ||||||
Write off of debt issuance costs | 100 | ||||||||
6.125% Senior Notes due 2025 | Subsequent Event | |||||||||
Long-Term Debt | |||||||||
Cash paid (excluding payments of accrued interest) | $ 99,300 | ||||||||
7.5% Senior Notes due 2026 | |||||||||
Long-Term Debt | |||||||||
Face amount | $ 450,000 | ||||||||
Fixed interest rate | 7.50% | 7.50% | |||||||
Notes repurchased | $ 12,500 | 6,000 | 111,598 | ||||||
Cash paid (excluding payments of accrued interest) | 10,789 | 5,320 | 78,583 | ||||||
Gain on early extinguishment of debt (1) | 1,611 | 610 | 31,463 | ||||||
Write off of debt issuance costs | $ 100 | $ 100 | $ 1,600 | ||||||
7.5% Senior Notes due 2026 | Subsequent Event | |||||||||
Long-Term Debt | |||||||||
Senior unsecured notes redemption terms | As of April 15, 2024, we will have the right to redeem all or a portion of the outstanding 2026 Notes at 100% of the principal amount plus accrued and unpaid interest. |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Long-Term Debt | |||
Repayments of other long-term debt | $ 43,278 | $ 7,390 | $ 5,590 |
Prepayment premium | 479,302 | $ 83,167 | $ 115,796 |
Equipment loan secured by certain barges and towboats | |||
Long-Term Debt | |||
Face amount | $ 45,000 | ||
Fixed interest rate | 8.60% | ||
Repayments of other long-term debt | $ 39,300 | ||
Prepayment premium | 1,600 | ||
Write off of debt issuance costs | $ 100 |
Long-Term Debt - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 04, 2021 |
Maturities | |||
2024 | $ 0 | ||
2025 | 380,020 | ||
2026 | 2,188,000 | ||
2027 | 319,902 | ||
Total | 2,887,922 | ||
Face amount | 2,887,922 | $ 3,395,829 | |
7.5% Senior Secured Notes due 2026 | |||
Maturities | |||
2024 | 0 | ||
2025 | 0 | ||
2026 | 2,050,000 | ||
2027 | 0 | ||
Face amount | 2,050,000 | 2,050,000 | $ 2,050,000 |
ABL Facility | |||
Maturities | |||
2024 | 0 | ||
2025 | 0 | ||
2026 | 138,000 | ||
2027 | 0 | ||
Outstanding debt | 138,000 | $ 116,000 | |
Senior unsecured notes | |||
Maturities | |||
2024 | 0 | ||
2025 | 380,020 | ||
2026 | 0 | ||
2027 | 319,902 | ||
Face amount | $ 699,922 |
Long-Term Debt - Amortization o
Long-Term Debt - Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Amortization of debt issuance costs | $ 11,900 | $ 12,200 | $ 7,800 |
Expected Future Amortization of Debt Issuance Costs | |||
2024 | 10,842 | ||
2025 | 10,772 | ||
2026 | 8,471 | ||
2027 | 32 | ||
Total | $ 30,117 | $ 42,988 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Contingencies (Details) - USD ($) $ in Millions | Feb. 15, 2023 | Aug. 01, 2018 | Mar. 31, 2023 |
Loss Contingencies | |||
Loss contingency accrual | $ 2.5 | ||
Loss contingency, estimate of possible loss | $ 8.4 | ||
Services Rendered | |||
Loss Contingencies | |||
Damages awarded | $ 36 | $ 4 | |
Fraudulent Misrepresentation | |||
Loss Contingencies | |||
Damages awarded | $ 29 |
Commitments and Contingencies_2
Commitments and Contingencies - Environmental Matters (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Environmental matter | |
Environmental matters liability | $ 1.5 |
Commitments and Contingencies_3
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 29,941 | $ 28,079 |
Liabilities incurred | 3,880 | 1,865 |
Liabilities associated with disposed assets | (1,493) | (1,716) |
Liabilities settled | (391) | |
Accretion expense | 3,226 | 1,713 |
Balance at end of period | $ 35,163 | $ 29,941 |
Number of saltwater disposal wells sold | 17 |
Commitments and Contingencies_4
Commitments and Contingencies - Pipeline Capacity Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 01, 2023 | Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Future minimum throughput payments | |||||
Proceeds from sales of assets | $ 43,200 | $ 45,978 | $ 18,500 | $ 45,742 | |
Crude oil sales | |||||
Future minimum throughput payments | |||||
Proceeds from sales of assets | $ 16,600 | ||||
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 | |||||
2024 | $ 26,857 | ||||
2025 | 26,784 | ||||
Total | $ 53,641 |
Commitments and Contingencies_5
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Mar. 31, 2023 USD ($) gal bbl |
Crude oil | Fixed-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, year one | $ 74,933 |
Purchase obligation, year two | 0 |
Purchase obligation, year three | 0 |
Purchase obligation, year four | 0 |
Purchase obligation | $ 74,933 |
Purchase obligation, volume, year one | bbl | 1,085 |
Purchase obligation, volume, year two | bbl | 0 |
Purchase obligation, volume, year three | bbl | 0 |
Purchase obligation, volume, year four | bbl | 0 |
Total purchase obligation, volume | bbl | 1,085 |
Crude oil | Index-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, year one | $ 4,306,093 |
Purchase obligation, year two | 1,711,827 |
Purchase obligation, year three | 633,722 |
Purchase obligation | $ 6,651,642 |
Purchase obligation, volume, year one | bbl | 60,542 |
Purchase obligation, volume, year two | bbl | 25,557 |
Purchase obligation, volume, year three | bbl | 10,410 |
Total purchase obligation, volume | bbl | 96,509 |
Natural Gas Liquids | Fixed-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, year one | $ 68,849 |
Purchase obligation, year two | 2,829 |
Purchase obligation, year three | 1,982 |
Purchase obligation, year four | 1,808 |
Purchase obligation | $ 75,468 |
Purchase obligation, volume, year one | gal | 75,214 |
Purchase obligation, volume, year two | gal | 3,486 |
Purchase obligation, volume, year three | gal | 2,730 |
Purchase obligation, volume, year four | gal | 2,520 |
Total purchase obligation, volume | gal | 83,950 |
Natural Gas Liquids | Index-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, year one | $ 905,626 |
Purchase obligation, year two | 10,897 |
Purchase obligation, year three | 0 |
Purchase obligation | $ 916,523 |
Purchase obligation, volume, year one | gal | 966,567 |
Purchase obligation, volume, year two | gal | 11,600 |
Purchase obligation, volume, year three | gal | 0 |
Total purchase obligation, volume | gal | 978,167 |
Commitments and Contingencies_6
Commitments and Contingencies - Sale Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Mar. 31, 2023 USD ($) bbl gal | Mar. 31, 2022 USD ($) |
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 19,011 | $ 51,203 |
Crude oil | Fixed-Price | ||
Sales commitments for crude oil and natural gas | ||
Sales commitments, year one | 75,694 | |
Sales commitments, year two | 0 | |
Sales commitments, year three | 0 | |
Sales commitments, year four | 0 | |
Sales commitments | $ 75,694 | |
Sales commitments, volume, year one | bbl | 1,085 | |
Sales commitments, volume, year two | bbl | 0 | |
Sales commitments, volume, year three | bbl | 0 | |
Sales commitments, volume, year four | bbl | 0 | |
Total sales commitments, volume | bbl | 1,085 | |
Crude oil | Index-Price | ||
Sales commitments for crude oil and natural gas | ||
Sales commitments, year one | $ 2,263,615 | |
Sales commitments, year two | 523,647 | |
Sales commitments, year three | 26,403 | |
Sales commitments | $ 2,813,665 | |
Sales commitments, volume, year one | bbl | 41,737 | |
Sales commitments, volume, year two | bbl | 13,002 | |
Sales commitments, volume, year three | bbl | 390 | |
Total sales commitments, volume | bbl | 55,129 | |
Natural Gas Liquids | Fixed-Price | ||
Sales commitments for crude oil and natural gas | ||
Sales commitments, year one | $ 91,903 | |
Sales commitments, year two | 5,071 | |
Sales commitments, year three | 3,183 | |
Sales commitments, year four | 2,064 | |
Sales commitments | $ 102,221 | |
Sales commitments, volume, year one | gal | 89,900 | |
Sales commitments, volume, year two | gal | 5,841 | |
Sales commitments, volume, year three | gal | 4,058 | |
Sales commitments, volume, year four | gal | 2,805 | |
Total sales commitments, volume | gal | 102,604 | |
Natural Gas Liquids | Index-Price | ||
Sales commitments for crude oil and natural gas | ||
Sales commitments, year one | $ 369,134 | |
Sales commitments, year two | 822 | |
Sales commitments, year three | 0 | |
Sales commitments | $ 369,956 | |
Sales commitments, volume, year one | gal | 356,181 | |
Sales commitments, volume, year two | gal | 826 | |
Sales commitments, volume, year three | gal | 0 | |
Total sales commitments, volume | gal | 357,007 | |
Prepaid expenses and other current assets | ||
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 22,400 | |
Accrued expenses and other payables | ||
Sales commitments for crude oil and natural gas | ||
Net commodity asset (liability) | $ 15,200 |
Commitment and Contingencies -
Commitment and Contingencies - Other Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Future minimum payments | |||
2024 | $ 10,286 | ||
2025 | 3,397 | ||
2026 | 1,349 | ||
2027 | 1,335 | ||
2028 | 1,288 | ||
Thereafter | 4,437 | ||
Total | 22,092 | ||
Hillstone Subsidy Payment | |||
Future minimum payments | |||
Subsidy payment | $ 1,300 | $ 2,100 | $ 2,600 |
Equity - Partnership Equity and
Equity - Partnership Equity and General Partner Contributions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
General Partner | |||
Equity | |||
General partners' capital account, notional units issued (in units) | 1,232 | 1,103 | 823 |
Notional units issued | $ 0.1 | $ 0.1 | $ 0.1 |
NGL Energy Partners LP | Limited Partner | |||
Equity | |||
Ownership interest in NGL Energy Holdings LLC | 8.69% | ||
NGL Energy Holdings LLC | NGL Energy Partners LP | |||
Equity | |||
General partner interest | 0.10% | ||
NGL Limited Partners | NGL Energy Partners LP | |||
Equity | |||
Limited partner interest | 99.90% |
Equity - Common Unit Repurchase
Equity - Common Unit Repurchase Program (Details) $ in Millions | Aug. 30, 2019 USD ($) |
Common Unit Repurchase Programs [Abstract] | |
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 |
Equity [Abstract] | ||||||
Amount Per Unit (in dollars per unit) | $ 0.1000 | $ 0.2000 | $ 0.2000 | |||
Amount Paid to Limited Partners | $ 12,877 | $ 25,754 | $ 25,754 | |||
Amount Paid to General Partner | $ 13 | $ 26 | $ 26 |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) - Series B Preferred Stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 27 Months Ended | ||||
Jan. 15, 2021 | Oct. 15, 2020 | Jul. 15, 2020 | Apr. 15, 2020 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2023 | |
Preferred Units | |||||||
Preferred units, issued and outstanding (in units) | 12,585,642 | 12,585,642 | 12,585,642 | ||||
Distributions made to preferred unitholders distributions declared per unit | $ 0.5625 | $ 0.5625 | $ 0.5625 | $ 0.5625 | |||
Amount paid to preferred unitholders | $ 7,079 | $ 7,079 | $ 7,079 | $ 7,079 | |||
Preferred units, dividend payment terms | On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (4.77% for the quarter ended March 31, 2023) plus a spread of 7.213%. | ||||||
Preferred stock, per share amounts of preferred dividends in arrears | $ 0.7488 | $ 5.4029 | |||||
Preferred stock, amount of preferred dividends in arrears | $ 74,300 |
Equity - Class C Preferred Unit
Equity - Class C Preferred Units (Details) - Series C Preferred Stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 27 Months Ended | |||||
Apr. 15, 2024 | Jan. 15, 2021 | Oct. 15, 2020 | Jul. 15, 2020 | Apr. 15, 2020 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2023 | |
Preferred Units | ||||||||
Preferred units, issued and outstanding (in units) | 1,800,000 | 1,800,000 | 1,800,000 | |||||
Distributions made to preferred unitholders distributions declared per unit | $ 0.6016 | $ 0.6016 | $ 0.6016 | $ 0.6016 | ||||
Amount paid to preferred unitholders | $ 1,083 | $ 1,083 | $ 1,083 | $ 1,083 | ||||
Preferred units, dividend payment terms | The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year). | |||||||
Preferred stock, per share amounts of preferred dividends in arrears | $ 0.6016 | $ 5.4141 | ||||||
Preferred stock, amount of preferred dividends in arrears | $ 10,700 | |||||||
Subsequent Event | ||||||||
Preferred Units | ||||||||
Preferred units, dividend payment terms | 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 amended and restated limited partnership agreement (the “Partnership Agreement”)) plus a spread of 7.384%. |
Equity - Class D Preferred Unit
Equity - Class D Preferred Units (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 12 Months Ended | 27 Months Ended | ||||||||
Apr. 15, 2024 | Feb. 12, 2021 USD ($) $ / shares | Nov. 13, 2020 USD ($) $ / shares | Aug. 14, 2020 USD ($) $ / shares | May 15, 2020 USD ($) $ / shares | Mar. 31, 2023 $ / shares shares | Feb. 12, 2021 $ / shares | Oct. 31, 2019 $ / shares shares | Mar. 31, 2023 shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 shares | Jul. 02, 2019 $ / shares shares | |
Series D Preferred Stock | ||||||||||||
Class of Stock | ||||||||||||
Preferred units, redemption terms | At any time after July 2, 2019 (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 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 Partnership Agreement. Upon a Class D Change of Control (as defined in the 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 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. | |||||||||||
Limited Partner | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 25,500,000 | 25,500,000 | 25,500,000 | |||||||||
Series D Preferred Stock | ||||||||||||
Class of Stock | ||||||||||||
Temporary equity, issued and outstanding (in units) | shares | 600,000 | 600,000 | 600,000 | 600,000 | ||||||||
Series D Preferred Stock | ||||||||||||
Class of Stock | ||||||||||||
Distributions made to preferred unitholders distributions declared per unit | $ / shares | $ 26.01 | $ 26.01 | $ 11.25 | $ 11.25 | $ 26.01 | |||||||
Amount paid to preferred unitholders | $ | $ 15,608 | $ 15,608 | $ 6,946 | $ 6,868 | ||||||||
Adjusted total leverage ratio default rate | 0.010 | |||||||||||
Dividends paid-in-kind | $ | $ 6,900 | |||||||||||
Percent of dividend not paid in cash | 50% | |||||||||||
Preferred units, dividend payment terms | The current distribution rate for the Class D Preferred Units increased on July 1, 2022 from 9.00% to 10.00% per year per unit (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 1.50% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the Partnership Agreement. | |||||||||||
Preferred stock, per share amounts of preferred dividends in arrears | $ / shares | $ 29.92 | $ 252.34 | ||||||||||
Preferred stock, amount of preferred dividends in arrears | $ | $ 167,700 | |||||||||||
Series D Preferred Stock | Subsequent Event | ||||||||||||
Class of Stock | ||||||||||||
Preferred units, dividend payment terms | On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.00% (“Class D Variable Rate”, as defined in the Partnership Agreement). Each Class D Variable Rate election shall be effective for at least four quarters following such election. | |||||||||||
Premium Warrants | Class D Preferred Units First Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 10,000,000 | |||||||||||
Warrants, exercise price | $ / shares | $ 17.45 | |||||||||||
Premium Warrants | Class D Preferred Units Second Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 5,000,000 | |||||||||||
Warrants, exercise price | $ / shares | $ 16.28 | |||||||||||
Par Warrants | Class D Preferred Units First Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 7,000,000 | |||||||||||
Warrants, exercise price | $ / shares | $ 14.54 | |||||||||||
Par Warrants | Class D Preferred Units Second Issuance | ||||||||||||
Class of Stock | ||||||||||||
Warrants outstanding (in units) | shares | 3,500,000 | |||||||||||
Warrants, exercise price | $ / shares | $ 13.56 |
Equity - Equity-Based Incentive
Equity - Equity-Based Incentive Compensation (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Equity-Based Incentive Compensation | |||
Common units canceled during period (in units) | 55,702 | ||
Value of common units canceled during period | $ 100,000 | ||
Restricted units | |||
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 | $ 2.15 | |
Vested Service Awards units weighted-average grant date fair value per unit | 2.15 | ||
Forfeited Service Award units weighted-average grant date fair value per unit | $ 2.15 | ||
Units granted (in units) | 0 | ||
Granted Service Award units weighted-average grant date fair value per unit | $ 2.15 | ||
Number of units available for grant | 0 | ||
Expense recorded | $ 2,700,000 | $ 3,300,000 | $ 4,700,000 |
Service Award Activity | |||
Unvested restricted units at the beginning of the period (in units) | 2,188,800 | ||
Units vested and issued (in units) | (1,287,075) | ||
Units forfeited (in units) | (273,750) | ||
Unvested restricted units at the end of the period (in units) | 627,975 | 2,188,800 | |
Restricted units | Expense to be recognized in fiscal year ending March 31, 2024 | |||
Equity-Based Incentive Compensation | |||
Estimated future expense to be recorded in fiscal year ending March 31, 2024 | $ 1,100,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 19,011 | $ 51,203 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 22,400 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 15,200 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 88,681 | 125,321 |
Netting of counterparty contracts, assets | (6,670) | (47,585) |
Net cash collateral (held) provided | (47,686) | 839 |
Commodity derivatives | 34,325 | 78,575 |
Liabilities: | ||
Derivative liabilities | (21,870) | (74,957) |
Netting of counterparty contracts, liabilities | 6,670 | 47,585 |
Net cash collateral (held) provided | (114) | 0 |
Commodity derivatives | (15,314) | (27,372) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 19,011 | 51,203 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 33,875 | 78,575 |
Commodity contracts | Other noncurrent assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 450 | 0 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (14,752) | (27,108) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (562) | (264) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 63,553 | 73,353 |
Liabilities: | ||
Derivative liabilities | (6,043) | (47,585) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 25,128 | 51,968 |
Liabilities: | ||
Derivative liabilities | $ (15,827) | $ (27,372) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Mar. 31, 2023 USD ($) bbl | Mar. 31, 2022 USD ($) bbl |
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 66,811 | $ 50,364 |
Net cash collateral provided (held) | (47,800) | 839 |
Net commodity derivative (liability) asset | 19,011 | 51,203 |
Fixed-price contract | Crude oil | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 52,613 | 35,662 |
Fixed-price contract | Propane | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | (4,047) | 3,785 |
Fixed-price contract | Refined products | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 4,468 | (6,063) |
Fixed-price contract | Butane | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 3,485 | $ (1,711) |
Fixed-price contract | Long | Crude oil | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | 1,069 | |
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 | |
Fixed-price contract | Short | Crude oil | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (1,330) | |
Fixed-price contract | Short | Propane | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (320) | |
Fixed-price contract | Short | Refined products | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (429) | |
Fixed-price contract | Short | Butane | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (830) | (268) |
Other | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 10,292 | $ 18,691 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Losses From Commodity Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Net adjustments to fair value of commodity derivatives | $ (5,383) | $ (116,556) | $ (83,578) |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 15, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Series B Preferred Stock | |||
Interest Rate Risk | |||
Preferred units, dividend payment terms | On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (4.77% for the quarter ended March 31, 2023) plus a spread of 7.213%. | ||
Series B Preferred Stock | LIBOR option | |||
Interest Rate Risk | |||
Preferred units, dividend payment terms | On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (4.77% for the quarter ended March 31, 2023) plus a spread of 7.213%. | ||
Series C Preferred Stock | |||
Interest Rate Risk | |||
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). | ||
Series C Preferred Stock | Subsequent Event | |||
Interest Rate Risk | |||
Preferred units, dividend payment terms | 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 amended and restated limited partnership agreement (the “Partnership Agreement”)) plus a spread of 7.384%. | ||
Series C Preferred Stock | Subsequent Event | LIBOR option | |||
Interest Rate Risk | |||
Preferred units, dividend payment terms | For our Class C Preferred Units, distributions on and after April 15, 2024 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 the Partnership Agreement) plus a spread of 7.384%. | ||
Series D Preferred Stock | |||
Interest Rate Risk | |||
Preferred units, dividend payment terms | The current distribution rate for the Class D Preferred Units increased on July 1, 2022 from 9.00% to 10.00% per year per unit (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 1.50% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the Partnership Agreement. | ||
Series D Preferred Stock | Subsequent Event | |||
Interest Rate Risk | |||
Preferred units, dividend payment terms | On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.00% (“Class D Variable Rate”, as defined in the Partnership Agreement). Each Class D Variable Rate election shall be effective for at least four quarters following such election. | ||
Series D Preferred Stock | Subsequent Event | LIBOR option | |||
Interest Rate Risk | |||
Preferred units, dividend payment terms | On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus the Class D Variable Rate. Each Class D Variable Rate election shall be effective for at least four quarters following such election. | ||
ABL Facility | |||
Interest Rate Risk | |||
Outstanding debt | $ 138,000 | $ 116,000 | |
Interest rate | 8.70% |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
7.5% Senior Secured Notes due 2026 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | $ 1,974,833 |
6.125% Senior Notes due 2025 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | 340,118 |
7.5% Senior Notes due 2026 | |
Fair Value of Fixed - Rate Notes | |
Fair value of fixed - rate notes | $ 287,333 |
Segments (Details)
Segments (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Segment information | |||
Number of segments | 3 | ||
Total Revenues | $ 8,694,904 | $ 7,947,915 | $ 5,227,023 |
Depreciation and amortization, including amortization of debt issuance costs | 290,879 | 306,208 | 331,200 |
Operating Income (Loss) | 289,163 | 83,043 | (390,753) |
Additions to property, plant and equipment and intangible assets | 140,740 | 135,022 | 119,707 |
Long-lived assets, net | 4,084,632 | 4,456,307 | |
Total assets | 5,456,144 | 6,070,345 | |
Operating segment | Water solutions | |||
Segment information | |||
Total Revenues | 697,038 | 544,866 | 370,986 |
Depreciation and amortization, including amortization of debt issuance costs | 207,328 | 214,805 | 222,354 |
Operating Income (Loss) | 198,924 | 94,851 | (92,720) |
Additions to property, plant and equipment and intangible assets | 123,180 | 115,267 | 66,649 |
Long-lived assets, net | 2,810,534 | 2,970,911 | |
Total assets | 3,009,869 | 3,130,659 | |
Operating segment | Water solutions | Disposal service fees | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 545,008 | 412,822 | 321,460 |
Operating segment | Water solutions | Crude oil sales | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 120,705 | 77,203 | 28,599 |
Operating segment | Water solutions | Sale of water | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 17,509 | 39,518 | 13,569 |
Operating segment | Water solutions | Other revenues | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 13,816 | 15,323 | 7,358 |
Operating segment | Crude oil logistics | |||
Segment information | |||
Non-Topic 606 revenues | 7,476 | 8,687 | 11,355 |
Total Revenues | 2,464,822 | 2,505,496 | 1,721,636 |
Depreciation and amortization, including amortization of debt issuance costs | 46,577 | 48,489 | 60,874 |
Operating Income (Loss) | 81,524 | 45,033 | (304,330) |
Additions to property, plant and equipment and intangible assets | 9,649 | 6,422 | 9,933 |
Long-lived assets, net | 870,999 | 1,050,546 | |
Total assets | 1,616,953 | 1,952,048 | |
Operating segment | Crude oil logistics | Crude oil sales | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 2,376,434 | 2,432,393 | 1,574,699 |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 89,502 | 75,484 | 142,233 |
Operating segment | Liquids logistics | |||
Segment information | |||
Non-Topic 606 revenues | 476,404 | 254,148 | 79,318 |
Total Revenues | 5,533,044 | 4,897,553 | 3,133,146 |
Depreciation and amortization, including amortization of debt issuance costs | 13,575 | 19,000 | 29,503 |
Operating Income (Loss) | 66,624 | (8,441) | 70,441 |
Additions to property, plant and equipment and intangible assets | 5,704 | 11,185 | 31,172 |
Long-lived assets, net | 363,736 | 385,783 | |
Total assets | 774,221 | 888,927 | |
Operating segment | Liquids logistics | Other revenues | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 7,944 | 8,781 | 22,270 |
Operating segment | Liquids logistics | Refined products sales | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 2,554,084 | 1,899,898 | 1,124,087 |
Operating segment | Liquids logistics | Propane sales | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 1,156,821 | 1,322,210 | 1,023,479 |
Operating segment | Liquids logistics | Butane sales | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 772,085 | 861,998 | 516,358 |
Operating segment | Liquids logistics | Other product sales | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 565,706 | 551,841 | 373,707 |
Operating segment | Corporate and other | |||
Segment information | |||
Non-Topic 606 revenues | 0 | 0 | 1,255 |
Total Revenues | 0 | 0 | 1,255 |
Elimination of intersegment sales | Crude oil logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | (8,590) | (11,068) | (6,651) |
Elimination of intersegment sales | Liquids logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 0 | (1,323) | (6,073) |
Corporate and other | |||
Segment information | |||
Depreciation and amortization, including amortization of debt issuance costs | 23,399 | 23,914 | 18,469 |
Operating Income (Loss) | (57,909) | (48,400) | (64,144) |
Additions to property, plant and equipment and intangible assets | 2,207 | 2,148 | $ 11,953 |
Long-lived assets, net | 39,363 | 49,067 | |
Total assets | 55,101 | 98,711 | |
Non-US | Liquids logistics | |||
Segment information | |||
Long-lived assets, net | 12,500 | 17,100 | |
Total assets | $ 32,300 | $ 40,200 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 12,362 | $ 8,591 | |
Accounts payable-affiliates | 65 | 73 | |
Equity method investees | |||
Transactions with Affiliates | |||
Purchases from related party | 1,872 | 1,091 | $ 3,249 |
Accounts receivable-affiliates | 673 | 107 | |
Accounts payable-affiliates | 64 | 27 | |
Affiliated Entity | |||
Transactions with Affiliates | |||
Purchases from related party | 0 | 1,489 | 1,239 |
Sales to related party | 0 | 0 | 18,402 |
Accounts receivable-affiliates | 1 | 1 | |
Accounts payable-affiliates | 1 | 46 | |
WPX Energy | |||
Transactions with Affiliates | |||
Purchases from related party | 216,487 | ||
Sales to related party | $ 39,129 | ||
NGL Energy Holdings LLC | |||
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 11,688 | $ 8,483 |
Transactions with Affiliates _2
Transactions with Affiliates - Other Related Party Transactions (Details) - USD ($) | Feb. 04, 2021 | Mar. 31, 2023 |
Transactions with Affiliates | ||
Outstanding loan balance | $ 2,300,000 | |
Guarantor obligation | $ 0 | |
7.5% Senior Secured Notes due 2026 | ||
Transactions with Affiliates | ||
2026 Senior Secured Notes consent cost | $ 40,000,000 | |
Aircraft Company | Corporate and other | ||
Transactions with Affiliates | ||
Ownership interest | 50% |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Description of employee benefit plan | 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). Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service. | ||
Defined contribution plan expense | $ 2.8 | $ 2.9 | $ 3.4 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Revenue Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Net adjustments to fair value of commodity derivatives | $ (5,383) | $ (116,556) | $ (83,578) |
Liquids logistics | |||
Net adjustments to fair value of commodity derivatives | $ 4,200 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2023 | $ 226,006 |
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, 2023 | $ 101,324 |
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, 2023 | $ 85,069 |
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, 2023 | $ 26,696 |
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, 2023 | $ 10,846 |
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, 2023 | $ 1,269 |
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]: 2028-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of March 31, 2023 | $ 802 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 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, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |||
Accounts receivable from contracts with customers | $ 425,760 | $ 605,384 | |
Contract assets (current) | 10,050 | 0 | |
Contract liabilities balance | 14,520 | 7,667 | $ 10,896 |
Payment received and deferred | 62,969 | 49,024 | |
Payment recognized in revenue | $ (56,116) | (44,019) | |
Disposition of Sawtooth (see Note 17) | $ (8,234) |
Leases - Lessee Balance Sheet a
Leases - Lessee Balance Sheet and Income Statement Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee Description | ||
Operating lease right-of-use asset | $ 90,220 | $ 114,124 |
Operating lease obligation-current | 34,166 | 41,261 |
Operating lease obligation-noncurrent | $ 58,450 | $ 72,784 |
Weighted-average remaining lease term | 5 years 8 months 15 days | 6 years 5 months 15 days |
Weighted-average discount rate | 9.61% | 7.49% |
Land | Crude oil logistics | ||
Lessee Description | ||
Operating lease, impairment loss | $ 1,600 | |
Loss on termination of leases | 300 | |
Building | Crude oil logistics | ||
Lessee Description | ||
Operating lease, impairment loss | $ 100 | |
Minimum | ||
Lessee Description | ||
Lessee, operating lease renewal term | 1 year | |
Maximum | ||
Lessee Description | ||
Lessee, operating lease renewal term | 30 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Lease, Cost [Abstract] | |||
Operating lease cost (1) | $ 51,525 | $ 58,535 | $ 69,031 |
Variable lease cost (1) | 29,742 | 22,130 | 18,871 |
Short-term lease cost (1) | 341 | 351 | 1,217 |
Amortization of right-of-use asset (2) | 3 | 0 | 0 |
Interest on lease obligation (3) | 9 | 0 | 0 |
Total lease cost | $ 81,620 | $ 81,016 | $ 89,119 |
Leases - Lessee Maturities of L
Leases - Lessee Maturities of Lease Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases, Operating [Abstract] | |
2024 | $ 40,766 |
2025 | 26,486 |
2026 | 13,726 |
2027 | 7,854 |
2028 | 5,789 |
Thereafter | 26,763 |
Total lease payments | 121,384 |
Less imputed interest | (28,768) |
Total lease obligations | 92,616 |
Finance Lease Liability [Abstract] | |
2024 | 28 |
2025 | 28 |
2026 | 28 |
2027 | 28 |
2028 | 9 |
Thereafter | 0 |
Total lease payments | 121 |
Less imputed interest | (30) |
Total lease obligations | $ 91 |
Finance lease, liability, statement of financial position [extensible enumeration] | Accounts Payable and Accrued Liabilities, Other Liabilities |
Finance lease, liability, current | $ 100 |
Finance lease, liability, noncurrent | $ 100 |
Leases - Lessee Supplemental Ca
Leases - Lessee Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | |||
Operating cash outflows from operating leases | $ 51,147 | $ 57,449 | $ 68,141 |
Operating cash outflows from finance lease | 9 | 0 | 0 |
Financing cash outflows from finance lease | 10 | 0 | 0 |
Right-of-use asset obtained in exchange for operating lease liability | 32,984 | 14,950 | 33,579 |
Right-of-use asset obtained in exchange for finance lease liability | $ 102 | $ 0 | $ 0 |
Leases - Lessor Income Statemen
Leases - Lessor Income Statement Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Lessor Description | |||
Operating lease income | $ 13.9 | $ 14.4 | $ 15.9 |
Operating lease, lease income, statement of income or comprehensive income [extensible enumeration] | Total Revenues | Total Revenues | Total Revenues |
Sublease revenue | $ 3.8 | $ 1.4 | $ 2.5 |
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, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 8,862 |
2025 | 4,693 |
2026 | 4,017 |
2027 | 4,017 |
2028 | 3,927 |
Thereafter | 189 |
Total | $ 25,705 |
Allowance for Current Expecte_4
Allowance for Current Expected Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Allowance for Expected Credit Loss | ||||
Change in provision for expected credit losses | $ (385) | $ 929 | $ 5,988 | |
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 | 1,964 | 2,626 | 2,192 | $ 4,540 |
Cumulative effect adjustment | 433 | |||
Change in provision for expected credit losses | 25 | 929 | 319 | |
Write-offs charged against the provision | (687) | (491) | (3,100) | |
Disposition of Sawtooth (See Note 17) | (4) | |||
Notes Receivable and Other | ||||
Allowance for Expected Credit Loss | ||||
Cumulative effect adjustment | 680 | |||
Change in provision for expected credit losses | (410) | 0 | 0 | |
Write-offs charged against the provision | 0 | (222) | ||
Disposition of Sawtooth (See Note 17) | 0 | |||
Notes receivable and other, allowance for expected credit loss | $ 48 | $ 458 | $ 458 | $ 0 |
Other Matters - Dispute Settlem
Other Matters - Dispute Settlement (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Receivables [Abstract] | |
Proceeds from settlement | $ 29.5 |
Other Matters - Third-party Loa
Other Matters - Third-party Loan Receivable (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Receivables [Abstract] | ||
Financing receivable, after allowance for credit loss | $ 0.6 | |
Proceeds from collection of loan receivable | $ 1 |
Other Matters - Third-party Ban
Other Matters - Third-party Bankruptcy (Details) - Crude oil logistics - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Jan. 21, 2021 | |
Accounts receivable | ||
Liquidated payment | $ 35,000 | |
Goodwill impairment | $ 237,800 | |
Amount owed for deficiency volumes | 5,700 | |
Customer contracts | ||
Accounts receivable | ||
Intangible asset impairment | $ 145,800 |
Other Matters - Sale of Certain
Other Matters - Sale of Certain Saltwater Disposal Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Cash received from sale of saltwater disposal wells | $ 43,200 | $ 45,978 | $ 18,500 | $ 45,742 | |
Loan receivable from sale of saltwater disposal wells | $ 8,592 | 8,592 | $ 3,147 | ||
Loss on disposal | $ 14,000 | ||||
Midland Assets | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Total consideration | 13,600 | 13,600 | |||
Cash received from sale of saltwater disposal wells | 5,000 | ||||
Loan receivable from sale of saltwater disposal wells | 8,600 | $ 8,600 | |||
Loss on disposal | $ 18,800 |
Other Matters - Sale of Marine
Other Matters - Sale of Marine Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Total consideration | $ 111,633 | $ 63,489 | $ 0 | |
Loss on disposal | $ 14,000 | |||
Marine Assets | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Total consideration | $ 111,700 | |||
Divestiture, transaction costs | 7,500 | |||
Loss on disposal | $ 8,000 |
Other Matters - Sale of Sawtoot
Other Matters - Sale of Sawtooth (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 18, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Total consideration | $ 111,633 | $ 63,489 | $ 0 | |
Loss on disposal | $ 14,000 | |||
Loss on disposal, statement of income or comprehensive income [extensible enumeration] | Operating | |||
Sawtooth | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Total consideration | $ 70,000 | |||
Divestiture, transaction costs | 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 - Sale of Certa_2
Other Matters - Sale of Certain Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||||
Proceeds from sales of assets | $ 43,200 | $ 45,978 | $ 18,500 | $ 45,742 |
Gain on disposal | $ 14,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Loss on disposal or impairment of assets, net (1) | $ 1,174 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Revenues | 16,198 | ||
Cost of sales | 16,556 | ||
Operating expenses | 290 | ||
Loss on disposal or impairment of assets, net (1) | 1,174 | ||
Operating loss from discontinued operations | (1,822) | ||
Income tax benefit | 53 | ||
Loss From Discontinued Operations, net of Tax | $ 0 | $ 0 | (1,769) |
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 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Loss on disposal or impairment of assets, net (1) | 1,000 | ||
TPSL | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Loss on disposal or impairment of assets, net (1) | 200 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Loss on disposal or impairment of assets, net (1) | $ 200 |
Subsequent Events (Details)
Subsequent Events (Details) - 6.125% Senior Notes due 2025 - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
May 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Subsequent Event | ||||
Cash paid (excluding payments of accrued interest) | $ 0 | $ 0 | $ 3,647 | |
Subsequent Event | ||||
Subsequent Event | ||||
Cash paid (excluding payments of accrued interest) | $ 99,300 |