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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10–Q

 

(Mark One)

 

x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

or

 

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                              to                              

 

Commission File Number: 001-35172

 

NGL Energy Partners LP

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		27-3427920
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
6120 South Yale Avenue Suite 805 Tulsa, Oklahoma		74136
(Address of Principal Executive Offices)		(Zip code)

 

(918) 481–1119

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes  x   No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                     Yes  x   No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o   No  x

 

At November 2, 2015, there were 106,936,303 common units issued and outstanding.

 

 

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TABLE OF CONTENTS

 

PART I
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets at September 30, 2015 and March 31, 2015	3
	Condensed Consolidated Statements of Operations for the three months and six months ended September 30, 2015 and 2014	4
	Condensed Consolidated Statements of Comprehensive Loss for the three months and six months ended September 30, 2015 and 2014	5
	Condensed Consolidated Statement of Changes in Equity for the six months ended September 30, 2015	6
	Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2015 and 2014	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	100
Item 4.	Controls and Procedures	101
PART II
Item 1.	Legal Proceedings	102
Item 1A.	Risk Factors	102
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	102
Item 3.	Defaults Upon Senior Securities	102
Item 4.	Mine Safety Disclosures	102
Item 5.	Other Information	102
Item 6.	Exhibits	103
Signatures		104
Index to Exhibits		105

 

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Forward-Looking Statements

 

This Quarterly Report on Form 10—Q (“Quarterly Report”) contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Certain words in this Quarterly Report such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions and statements regarding our plans and objectives for future operations, identify forward-looking statements. Although we and our general partner believe such forward-looking statements are reasonable, neither we nor our general partner can assure they will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected. Among the key risk factors that may impact our consolidated financial position and results of operations are:

 

·                   the prices of crude oil, natural gas liquids, refined products, ethanol, and biodiesel;

 

·                   energy prices generally;

 

·                   the general level of crude oil, natural gas, and natural gas liquids production;

 

·                   the general level of demand for crude oil, natural gas liquids, refined products, ethanol, and biodiesel;

 

·                   the availability of supply of crude oil, natural gas liquids, refined products, ethanol, and biodiesel;

 

·                   the level of crude oil and natural gas drilling and production in producing areas in which we have water treatment and disposal facilities;

 

·                   the prices of propane and distillates relative to the prices of alternative and competing fuels;

 

·                   the price of gasoline relative to the price of corn, which impacts the price of ethanol;

 

·                   the ability to obtain adequate supplies of products in the event of an interruption in supply or transportation and the availability of capacity to transport products to market areas;

 

·                   actions taken by foreign oil and gas producing nations;

 

·                   the political and economic stability of foreign oil and gas producing nations;

 

·                   the effect of weather conditions on supply and demand for crude oil, natural gas liquids, refined products, ethanol, and biodiesel;

 

·                   the effect of natural disasters, lightning strikes, or other significant weather events;

 

·                   the availability of local, intrastate and interstate transportation infrastructure, including with respect to our truck, railcar, and barge transportation services;

 

·                   the availability, price, and marketing of competing fuels;

 

·                   the impact of energy conservation efforts on product demand;

 

·                   energy efficiencies and technological trends;

 

·                   governmental regulation and taxation;

 

·                   the impact of legislative and regulatory actions on hydraulic fracturing and on the treatment of flowback and produced water;

 

·                   hazards or operating risks incidental to the transporting and distributing of petroleum products that may not be fully covered by insurance;

 

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·                   the maturity of the crude oil, natural gas liquids, and refined products industries and competition from other marketers;

 

·                   loss of key personnel;

 

·                   the ability to hire drivers;

 

·                   the ability to renew contracts with key customers;

 

·                   the ability to maintain or increase the margins we realize for our terminal, barging, trucking, water disposal, recycling, and discharge services;

 

·                   the ability to renew leases for our leased equipment and storage facilities;

 

·                   the nonpayment or nonperformance by our counterparties;

 

·                   the availability and cost of capital and our ability to access certain capital sources;

 

·                   a deterioration of the credit and capital markets;

 

·                   the ability to successfully identify and consummate strategic acquisitions, and integrate acquired assets and businesses;

 

·                   changes in the volume of hydrocarbons recovered during the wastewater treatment process;

 

·                   changes in the financial condition and results of operations of entities in which we own noncontrolling equity interests;

 

·                   changes in applicable laws and regulations, including tax, environmental, transportation and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the impact of such laws and regulations (now existing or in the future) on our business operations;

 

·                   the costs and effects of legal and administrative proceedings;

 

·                   any reduction or the elimination of the federal Renewable Fuel Standard; and

 

·                   changes in the jurisdictional characteristics of, or the applicable regulatory policies with respect to, our pipeline assets.

 

You should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this Quarterly Report. Except as required by state and federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise. When considering forward-looking statements, please review the risks described under Part I, Item 1A—“Risk Factors” in our Annual Report on Form 10—K for the fiscal year ended March 31, 2015.

 

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PART I

 

Item 1.    Financial Statements (Unaudited)

 

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(U.S. Dollars in Thousands, except unit amounts)

 

		September 30,			March 31,
		2015			2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	30,053		$	41,303
Accounts receivable–trade, net of allowance for doubtful accounts of $5,995 and $4,367, respectively		712,025			1,024,226
Accounts receivable–affiliates		6,345			17,198
Inventories		408,374			441,762
Prepaid expenses and other current assets		120,122			120,855
Total current assets		1,276,919			1,645,344
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $270,332 and $202,959, respectively		1,845,112			1,617,389
GOODWILL		1,490,928			1,402,761
INTANGIBLE ASSETS, net of accumulated amortization of $274,823 and $220,517, respectively		1,231,192			1,288,343
INVESTMENTS IN UNCONSOLIDATED ENTITIES		473,239			472,673
LOAN RECEIVABLE–AFFILIATE		23,775			8,154
OTHER NONCURRENT ASSETS		108,672			112,837
Total assets		$	6,449,837		$	6,547,501
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable–trade		$	568,523		$	833,380
Accounts payable–affiliates		18,794			25,794
Accrued expenses and other payables		164,433			195,116
Advance payments received from customers		96,380			54,234
Current maturities of long-term debt		4,040			4,472
Total current liabilities		852,170			1,112,996
LONG-TERM DEBT, net of current maturities		3,093,694			2,745,299
OTHER NONCURRENT LIABILITIES		17,679			16,086
COMMITMENTS AND CONTINGENCIES (NOTE 10)
EQUITY:
General partner, representing a 0.1% interest, 105,269 and 103,899 notional units, respectively		(34,380		)	(37,021		)
Limited partners, representing a 99.9% interest, 105,164,071 and 103,794,870 common units issued and outstanding, respectively		1,976,663			2,162,924
Accumulated other comprehensive loss		(136		)	(109		)
Noncontrolling interests		544,147			547,326
Total equity		2,486,294			2,673,120
Total liabilities and equity		$	6,449,837		$	6,547,501

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(U.S. Dollars in Thousands, except unit and per unit amounts)

 

		Three Months Ended September 30,						Six Months Ended September 30,
		2015			2014			2015			2014
REVENUES:
Crude oil logistics		$	1,007,578		$	2,111,143		$	2,335,362		$	4,040,426
Water solutions		47,494			52,719			101,787			100,033
Liquids		258,992			539,753			507,977			1,014,910
Retail propane		53,206			68,358			117,653			146,260
Refined products and renewables		1,825,925			2,607,220			3,668,885			3,724,717
Other		—			1,333			—			2,794
Total Revenues		3,193,195			5,380,526			6,731,664			9,029,140
COST OF SALES:
Crude oil logistics		982,719			2,083,712			2,274,711			3,981,351
Water solutions		(8,567		)	(9,439		)	(4,960		)	1,134
Liquids		221,115			514,064			453,391			976,080
Retail propane		20,879			39,894			50,443			87,418
Refined products and renewables		1,789,680			2,550,851			3,554,792			3,665,164
Other		—			383			—			2,371
Total Cost of Sales		3,005,826			5,179,465			6,328,377			8,713,518
OPERATING COSTS AND EXPENSES:
Operating		99,773			97,419			207,687			164,855
General and administrative		29,298			41,639			91,779			69,512
Depreciation and amortization		56,761			50,099			116,592			89,474
Loss on disposal or impairment of assets, net		1,291			4,134			1,712			4,566
Operating Income (Loss)		246			7,770			(14,483		)	(12,785		)
OTHER INCOME (EXPENSE):
Equity in earnings of unconsolidated entities		2,432			3,697			11,150			6,262
Interest expense		(31,571		)	(28,651		)	(62,373		)	(49,145		)
Other income (expense), net		1,955			(617		)	780			(1,008		)
Loss Before Income Taxes		(26,938		)	(17,801		)	(64,926		)	(56,676		)
INCOME TAX BENEFIT		2,786			1,922			2,248			887
Net Loss		(24,152		)	(15,879		)	(62,678		)	(55,789		)
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER		(16,166		)	(11,056		)	(31,525		)	(20,437		)
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(2,891		)	(3,345		)	(6,766		)	(3,410		)
NET LOSS ALLOCATED TO LIMITED PARTNERS		$	(43,209	)	$	(30,280	)	$	(100,969	)	$	(79,636	)
BASIC AND DILUTED LOSS PER COMMON UNIT		$	(0.41	)	$	(0.34	)	$	(0.97	)	$	(0.93	)
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING		105,189,463			88,331,653			104,542,427			81,267,742

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(U.S. Dollars in Thousands)

 

		Three Months Ended September 30,						Six Months Ended September 30,
		2015			2014			2015			2014
Net loss		$	(24,152	)	$	(15,879	)	$	(62,678	)	$	(55,789	)
Other comprehensive income (loss)		(19		)	(22		)	(27		)	163
Comprehensive loss		$	(24,171	)	$	(15,901	)	$	(62,705	)	$	(55,626	)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statement of Changes in Equity

Six Months Ended September 30, 2015

(U.S. Dollars in Thousands, except unit amounts)

 

										Accumulated
					Limited Partners					Other
		General			Common					Comprehensive			Noncontrolling			Total
		Partner			Units		Amount			Loss			Interests			Equity
BALANCES AT MARCH 31, 2015		$	(37,021	)	103,794,870		$	2,162,924		$	(109	)	$	547,326		$	2,673,120
Distributions		(28,929		)	—		(125,895		)	—			(17,780		)	(172,604		)
Contributions		45			—		—			—			6,613			6,658
Business combinations		—			386,383		11,367			—			—			11,367
Equity issued pursuant to incentive compensation plan		—			1,140,444		32,919			—			—			32,919
Common unit repurchases		—			(157,626	)	(3,650		)	—			—			(3,650		)
Net income (loss)		31,525			—		(100,969		)	—			6,766			(62,678		)
Other comprehensive loss		—			—		—			(27		)	—			(27		)
TLP equity-based compensation		—			—		—			—			1,301			1,301
Other		—			—		(33		)	—			(79		)	(112		)
BALANCES AT SEPTEMBER 30, 2015		$	(34,380	)	105,164,071		$	1,976,663		$	(136	)	$	544,147		$	2,486,294

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(U.S. Dollars in Thousands)

 

		Six Months Ended September 30,
		2015			2014
OPERATING ACTIVITIES:
Net loss		$	(62,678	)	$	(55,789	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization, including amortization of debt issuance costs		124,551			97,624
Non-cash equity-based compensation expense		51,482			11,758
Loss on disposal or impairment of assets, net		1,712			4,566
Provision for doubtful accounts		3,046			1,347
Net commodity derivative gain		(44,534		)	(38,496		)
Equity in earnings of unconsolidated entities		(11,150		)	(6,262		)
Distributions of earnings from unconsolidated entities		11,593			5,180
Other		(8		)	(837		)
Changes in operating assets and liabilities, exclusive of acquisitions:
Accounts receivable–trade		311,377			(358,497		)
Accounts receivable–affiliates		10,853			(33,733		)
Inventories		34,333			(203,965		)
Prepaid expenses and other assets		(7,322		)	(56,109		)
Accounts payable–trade		(265,322		)	463,767
Accounts payable–affiliates		(7,000		)	8,392
Accrued expenses and other liabilities		(17,083		)	25,719
Advance payments received from customers		40,245			73,700
Net cash provided by (used in) operating activities		174,095			(61,635		)
INVESTING ACTIVITIES:
Purchases of long-lived assets		(222,276		)	(82,851		)
Acquisitions of businesses, including acquired working capital, net of cash acquired		(150,546		)	(658,764		)
Cash flows from commodity derivatives		43,032			4,327
Proceeds from sales of assets		3,567			8,741
Investments in unconsolidated entities		(6,926		)	(26,390		)
Distributions of capital from unconsolidated entities		8,207			4,649
Loan for natural gas liquids facility		(3,913		)	—
Payments on loan for natural gas liquids facility		3,546			—
Loan to affiliate		(15,621		)	—
Net cash used in investing activities		(340,930		)	(750,288		)
FINANCING ACTIVITIES:
Proceeds from borrowings under revolving credit facilities		1,354,700			1,979,500
Payments on revolving credit facilities		(1,006,600		)	(1,804,000		)
Issuance of notes		—			400,000
Payments on other long-term debt		(2,344		)	(4,175		)
Debt issuance costs		(1,380		)	(9,198		)
Contributions from general partner		45			395
Contributions from noncontrolling interest owners		6,613			—
Distributions to partners		(154,824		)	(111,008		)
Distributions to noncontrolling interest owners		(17,780		)	(8,654		)
Taxes paid on behalf of equity incentive plan participants		(19,083		)	—
Common unit repurchases		(3,650		)	—
Proceeds from sale of common units, net of offering costs		—			370,446
Other		(112		)	—
Net cash provided by financing activities		155,585			813,306
Net increase (decrease) in cash and cash equivalents		(11,250		)	1,383
Cash and cash equivalents, beginning of period		41,303			10,440
Cash and cash equivalents, end of period		$	30,053		$	11,823

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

Note 1—Organization and Operations

 

NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership. NGL Energy Holdings LLC serves as our general partner. At September 30, 2015, our operations include:

 

·                   Our crude oil logistics segment, the assets of which include owned and leased crude oil storage terminals, owned and leased pipeline injection stations, a fleet of owned trucks and trailers, a fleet of owned and leased railcars, a fleet of owned and leased barges and towboats, and a 50% interest in a crude oil pipeline. Our crude oil logistics segment purchases crude oil from producers and transports it for resale at owned and leased pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs.

 

·                   Our water solutions segment, the assets of which include water pipelines, water treatment and disposal facilities, washout facilities, and solid waste disposal facilities. Our water solutions segment generates revenues from the treatment and disposal of wastewater generated from crude oil and natural gas production, from the sale of recycled water and recovered hydrocarbons, and from the disposal of solids such as tank bottoms and drilling fluids, as well as truck and frac tank washouts.

 

·                   Our liquids segment, which supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada, and which provides natural gas liquids terminaling and storage services through its 19 owned terminals throughout the United States, its salt dome storage facility in Utah, and its leased storage and railcar transportation services through its fleet of leased railcars.

 

·                   Our retail propane segment, which sells propane, distillates, and equipment and supplies to end users consisting of residential, agricultural, commercial, and industrial customers and to certain resellers in 25 states and the District of Columbia.

 

·                   Our refined products and renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations. We also own the 2.0% general partner interest and a 19.6% limited partner interest in TransMontaigne Partners L.P. (“TLP”), which conducts refined products terminaling, storage, and transportation operations.

 

Note 2—Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation. Investments we cannot exercise control of, but can exercise significant influence over, are accounted for using the equity method of accounting.

 

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, the unaudited condensed consolidated financial statements exclude certain information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position and results of operations for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed in this Quarterly Report. The unaudited condensed consolidated balance sheet at March 31, 2015 is derived from our audited consolidated financial statements for the fiscal year ended March 31, 2015 included in our Annual Report on Form 10–K (“Annual Report”).

 

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 equity, net income, or cash flows.

 

These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report. Due to the seasonal nature of certain of our operations and other factors, the results of operations for interim periods are not necessarily indicative of the results of operations to be expected for future periods or for the full fiscal year ending March 31, 2016.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements—Continued

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented.

 

Critical estimates we make in the preparation of our condensed consolidated financial statements include determining the fair value of assets and liabilities acquired in business combinations, the collectability of accounts receivable, the recoverability of inventories, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the impairment of goodwill, the fair value of asset retirement obligations, the value of equity-based compensation, and accruals for various commitments and contingencies, among others. Although we believe these estimates are reasonable, actual results could differ from those estimates.

 

Significant Accounting Policies

 

Our significant accounting policies are consistent with those disclosed in Note 2 of our audited consolidated financial statements included in our Annual Report.

 

Fair Value Measurements

 

We record our commodity derivative instruments and assets and liabilities acquired in business combinations at fair value. 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. 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 data (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.

 

Revenue Recognition

 

We record product sales revenues when title to the product transfers to the purchaser, which typically occurs when the purchaser receives the product. We record terminaling, transportation, storage, and service revenues when the service is performed, and we record tank and other rental revenues over the lease term. Several of our terminaling service agreements with throughput customers allow us to receive the product volume gained resulting from differences between the measurement of product volumes received and distributed at our terminaling facilities. Such differences are due to the inherent variances in measurement devices and methodology. We record revenues for the net proceeds from the sale of the product gained. Revenues for our water solutions segment are recognized when we obtain the wastewater at our treatment and disposal facilities.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements—Continued

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

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 condensed consolidated statements of operations.

 

We enter into certain contracts whereby we agree to purchase product from a counterparty and sell the same volume of product to the same counterparty at a different location or time. When such agreements are entered into at the same time and are entered into in contemplation of each other, we record the revenues for these transactions net of cost of sales.

 

Revenues during the three months and six months ended September 30, 2015 include $1.5 million and $2.9 million, respectively, associated with the amortization of a liability recorded in the acquisition accounting for an acquired business related to certain out-of-market revenue contracts.

 

Supplemental Cash Flow Information

 

Supplemental cash flow information is as follows for the periods indicated:

 

		Three Months Ended September 30,						Six Months Ended September 30,
		2015			2014			2015			2014
		(in thousands)
Interest paid, exclusive of debt issuance costs and letter of credit fees		$	26,323		$	10,445		$	57,495		$	36,429
Income taxes paid		$	533		$	1,241		$	4,616		$	2,246

 

Cash flows from settlements of commodity derivative instruments are classified as cash flows from investing activities in our condensed consolidated statements of cash flows, and adjustments to the fair value of commodity derivative instruments are included in operating activities.

 

Inventories

 

We value our inventories at the lower of cost or market, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage. Market is determined based on estimated replacement cost using prices at the end of the reporting period. In performing this analysis, we consider fixed-price forward commitments and the opportunity to transfer propane inventory from our wholesale liquids business to our retail propane business to sell the inventory in retail markets.

 

Inventories consist of the following at the dates indicated:

 

		September 30,			March 31,
		2015			2015
		(in thousands)
Crude oil		$	84,672		$	145,412
Natural gas liquids–
Propane		65,124			44,535
Butane		22,715			8,668
Other		7,028			3,874
Refined products–
Gasoline		99,208			128,092
Diesel		97,016			59,097
Renewables		22,484			44,668
Other		10,127			7,416
Total		$	408,374		$	441,762

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements—Continued

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

Investments in Unconsolidated Entities

 

We own noncontrolling interests in certain entities. The largest of these investments are in Glass Mountain Pipeline, LLC (“Glass Mountain”), which owns a crude oil pipeline in Oklahoma, and Battleground Oil Specialty Terminal Company LLC (“BOSTCO”), which owns a refined products storage facility.

 

We account for these investments using the equity method of accounting. Under the equity method, we do not report the individual assets and liabilities of these entities on our condensed consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our condensed consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the historical net book value of the net assets of the investee.

 

Our investments in unconsolidated entities consist of the following at the dates indicated:

 

				Ownership		Date Acquired		September 30,			March 31,
Entity		Segment		Interest		or Formed		2015			2015
								(in thousands)
Glass Mountain (1)		Crude oil logistics		50.0	%	December 2013		$	183,888		$	187,590
BOSTCO (2)		Refined products and renewables		42.5	%	July 2014		238,687			238,146
Frontera (2)		Refined products and renewables		50.0	%	July 2014		17,069			16,927
Water supply company		Water solutions		35.0	%	June 2014		16,483			16,471
Water treatment and disposal facility		Water solutions		50.0	%	August 2015		2,290			—
Ethanol production facility		Refined products and renewables		19.0	%	December 2013		14,231			13,539
Retail propane company		Retail propane		50.0	%	April 2015		591			—
Total								$	473,239		$	472,673

 

---

(1)   When we acquired Gavilon, LLC, we recorded the investment in Glass Mountain at fair value. Our investment in Glass Mountain exceeds our proportionate share of the historical net book value of Glass Mountain’s net assets by $75.7 million at September 30, 2015. This difference relates primarily to goodwill and customer relationships.

 

(2)   When we acquired TransMontaigne Inc. (“TransMontaigne”), we recorded the investments in BOSTCO and Frontera Brownsville LLC (“Frontera”) at fair value. On a combined basis, our investments in BOSTCO and Frontera exceed our proportionate share of the historical net book value of BOSTCO’s and Frontera’s net assets by $15.4 million at September 30, 2015. This difference relates primarily to goodwill.

 

Other Noncurrent Assets

 

Other noncurrent assets consist of the following at the dates indicated:

 

		September 30,			March 31,
		2015			2015
		(in thousands)
Loan receivable (1)		$	54,413		$	58,050
Linefill (2)		35,060			35,060
Other		19,199			19,727
Total		$	108,672		$	112,837

 

---

(1)          Represents a loan receivable associated with our financing of the construction of a natural gas liquids facility being used by a third party.

 

(2)          Represents minimum volumes of crude oil we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At September 30, 2015, linefill consisted of 487,104 barrels of crude oil.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements—Continued

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

Accrued Expenses and Other Payables

 

Accrued expenses and other payables consist of the following at the dates indicated:

 

		September 30,			March 31,
		2015			2015
		(in thousands)
Accrued compensation and benefits		$	40,339		$	52,078
Excise and other tax liabilities		39,941			43,847
Derivative liabilities		13,729			27,950
Accrued interest		22,369			23,065
Product exchange liabilities		25,441			15,480
Other		22,614			32,696
Total		$	164,433		$	195,116

 

Noncontrolling Interests

 

We have certain consolidated subsidiaries in which outside parties own interests. The noncontrolling interest shown in our condensed consolidated financial statements reflects the other owners’ interests in these entities.

 

As part of our acquisition of TransMontaigne on July 1, 2014, we acquired a 19.7% limited partner interest in TLP. We attribute net earnings allocable to TLP’s limited partners to the controlling and noncontrolling interests based on the relative ownership interests in TLP as well as including certain adjustments related to our acquisition accounting. Earnings allocable to TLP’s limited partners are net of the earnings allocable to TLP’s general partner interest. The earnings allocable to TLP’s general partner interest include the distributions of cash attributable to the period to TLP’s general partner interest and incentive distribution rights, net of adjustments for TLP’s general partner’s proportionate share of undistributed earnings. Undistributed earnings are allocated to TLP’s limited partners and TLP’s general partner interest based on their respective sharing of earnings or losses specified in TLP’s partnership agreement, which is based on their ownership percentages of 98% and 2%, respectively.

 

Business Combination Measurement Period

 

We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. Pursuant to GAAP, an entity is allowed no more than one year to obtain the information necessary to identify and measure the fair values of the assets acquired and liabilities assumed in a business combination. As described in Note 4, certain acquisitions are still within this measurement period, and as a result, the acquisition date fair values we have recorded for the assets acquired and liabilities assumed are subject to change.

 

Recent Accounting Pronouncements

 

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015–11, “Simplifying the Measurement of Inventory.” ASU No. 2015–11 requires that inventory within the scope of the guidance be measured at the lower of cost or net realizable value. The ASU is effective for the Partnership beginning April 1, 2017, although early adoption is permitted. We do not expect the adoption of this ASU to have a material impact on our current accounting policies.

 

In April 2015, the FASB issued ASU No. 2015–03, “Simplifying the Presentation of Debt Issuance Costs.” ASU No. 2015–03 requires that debt issuance costs (excluding costs associated with revolving debt arrangements) be presented in the balance sheet as a reduction to the carrying amount of the debt. We plan to adopt this ASU effective March 31, 2016, when we will begin presenting

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements—Continued

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

debt issuance costs as a reduction to long-term debt, rather than as an intangible asset. At September 30, 2015, intangible assets on our condensed consolidated balance sheet include $16.1 million of debt issuance costs associated with our senior notes that, upon adoption of ASU No. 2015–03, would be reclassified as a reduction to long-term debt. The ASU requires retrospective application for all prior periods presented. At March 31, 2015, intangible assets on our condensed consolidated balance sheet include $17.8 million of debt issuance costs associated with our senior notes that, upon adoption of ASU No. 2015–03, will be reclassified as a reduction to long-term debt.

 

In May 2014, the FASB issued ASU No. 2014–09, “Revenue from Contracts with Customers.” ASU No. 2014–09 will replace most existing revenue recognition guidance in GAAP. The core principle of this ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU is effective for the Partnership beginning April 1, 2018, and allows for both full retrospective and modified retrospective (with cumulative effect) methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU on our consolidated financial statements.

 

Note 3—Loss Per Common Unit

 

Our loss per common unit is as follows for the periods indicated:

 

		Three Months Ended September 30,						Six Months Ended September 30,
		2015			2014			2015			2014
		(in thousands, except unit and per unit amounts)
Net loss attributable to parent equity		$	(27,043	)	$	(19,224	)	$	(69,444	)	$	(59,199	)
Less: Net income allocated to general partner (1)		(16,166		)	(11,056		)	(31,525		)	(20,437		)
Less: Net loss allocated to subordinated unitholders (2)		—			—			—			4,013
Net loss allocated to common unitholders		$	(43,209	)	$	(30,280	)	$	(100,969	)	$	(75,623	)
Basic and diluted weighted average common units outstanding		105,189,463			88,331,653			104,542,427			81,267,742
Basic and diluted loss per common unit		$	(0.41	)	$	(0.34	)	$	(0.97	)	$	(0.93	)

 

---

(1)          Net income allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights, which are described in Note 11.

 

(2)          All outstanding subordinated units converted to common units in August 2014. Since the subordinated units did not share in the distribution of cash generated after June 30, 2014, we did not allocate any income or loss after that date to the subordinated unitholders. During the three months ended June 30, 2014, 5,919,346 subordinated units were outstanding and the loss per subordinated unit was $(0.68).

 

The restricted units described in Note 11 were antidilutive during the three months and six months ended September 30, 2015 and 2014, but could have an impact on earnings per unit in future periods.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements—Continued

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

Note 4—Acquisitions

 

Year Ending March 31, 2016

 

Delaware Basin Water Solutions Facilities

 

On August 24, 2015, we acquired four saltwater disposal facilities and a 50% interest in an additional saltwater disposal facility in the Delaware Basin of the Permian Basin in Texas for $50.0 million of cash. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at September 30, 2015 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending June 30, 2016. The following table summarizes the preliminary estimates of the fair values of the assets acquired (and useful lives) and liabilities assumed (in thousands):

 

Property, plant and equipment:
Water treatment facilities and equipment (3–30 years)		$	18,650
Land		400
Goodwill		12,776
Intangible asset:
Customer relationships (6 years)		16,000
Investments in unconsolidated entities		2,290
Accrued expenses and other payables		(116		)
Fair value of net assets acquired		$	50,000

 

Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired business and the Partnership and the opportunity to use the acquired business as a platform for growth. We estimate that all of the goodwill will be deductible for federal income tax purposes.

 

Water Solutions Facilities

 

As described below, we are party to certain development agreements that provide us a right to purchase water solutions facilities developed by the other party to the agreements. During the six months ended September 30, 2015, we purchased eight water treatment and disposal facilities under these development agreements. On a combined basis, we paid $82.6 million of cash and issued 386,383 common units, valued at $11.4 million, in exchange for these facilities.

 

We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in these business combinations, and as a result, the estimates of fair value at September 30, 2015 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending June 30, 2016. The following table summarizes the preliminary estimates of the fair values of the assets acquired (and useful lives) and liabilities assumed (in thousands):

 

Property, plant and equipment:
Water treatment facilities and equipment (3–30 years)		$	32,449
Buildings and leasehold improvements (7–30 years)		7,281
Land		1,028
Other (5 years)		30
Goodwill		55,529
Accrued expenses and other payables		(2,102		)
Other noncurrent liabilities		(233		)
Fair value of net assets acquired		$	93,982

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements—Continued

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired business and the Partnership and the opportunity to use the acquired business as a platform for growth. We estimate that all of the goodwill will be deductible for federal income tax purposes.

 

Retail Propane Businesses

 

During the six months ended September 30, 2015, we acquired four retail propane businesses and paid $15.9 million of cash on a combined basis in exchange for these assets and operations. The agreements for these acquisitions contemplate post-closing payments for certain working capital items. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in these business combinations, and as a result, the estimates of fair value at September 30, 2015 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending June 30, 2016.

 

Year Ended March 31, 2015

 

As described in Note 2, pursuant to GAAP, an entity is allowed no more than one year to obtain the information necessary to identify and measure the fair values of the assets acquired and liabilities assumed in a business combination. The changes we made during the six months ended September 30, 2015 to the estimated acquisition date fair values of assets acquired and liabilities assumed in these business combinations are described below. We have not retrospectively adjusted previously issued financial statements for these changes, as we do not believe the changes are material.

 

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements—Continued

At September 30, 2015 and March 31, 2015, and for the

Three Months and Six Months Ended September 30, 2015 and 2014

 

Natural Gas Liquids Storage Facility

 

In February 2015, we acquired Sawtooth NGL Caverns, LLC (“Sawtooth”), which owns a natural gas liquids salt dome storage facility in Utah with rail and truck access to western United States markets and entered into a construction agreement to expand the storage capacity of the facility. We paid $97.6 million of cash, net of cash acquired, and issued 7,396,973 common units, valued at $218.5 million, in exchange for these assets and operations. The agreement for this acquisition contemplates post-closing payments for certain working capital items. We are in the process of identifying and determining the fair values of the assets acquired and liabilities assumed in this business combination, and as a result, the estimates of fair value at September 30, 2015 are subject to change. We expect to complete this process before we issue our financial statements for the three months ending December 31, 2015. The following table summarizes the preliminary estimates of the fair values of the assets acquired (and useful lives) and liabilities assumed:

 

		Estimated At
		September 30,			March 31,
		2015			2015			Change
		(in thousands)
Accounts receivable–trade		$	42		$	42		$	—
Prepaid expenses and other current assets		843			600			243
Property, plant and equipment:
Natural gas liquids terminal and storage assets (2–30 years)		62,205			62,205			—
Vehicles and railcars (3–25 years)		75			75			—
Land		68			68			—
Other		32			32			—
Construction in progress		19,525			19,525			—
Goodwill		168,310			151,853			16,457
Intangible assets:
Customer relationships (15 years)		76,000			85,000			(9,000		)
Non-compete agreements (10 years)		4,300			12,000			(7,700		)
Accounts payable–trade		(931		)	(931		)	—
Accrued expenses and other payables		(6,511		)	(6,511		)	—
Advance payments received from customers		(1,015		)	(1,015		)	—
Other noncurrent liabilities		(6,817		)	(6,817		)	—
Fair value of net assets acquired		$	316,126		$	316,126		$	—

 

Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill primarily represents the value of synergies between the acquired business and the Partnership, the opportunity to use the acquired business as a platform for growth, and the acquired assembled workforce. We estimate that all of the goodwill will be deductible for federal income tax purposes.

 

We estimated the value of the customer relationship intangible asset using the income approach, which uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts.

 

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