Title of Each Class
|
|
Name of Each Exchange on Which Registered
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Common Units Representing Limited Partner Interests
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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•
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Part I, Item 1A - Risk Factors
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•
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Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
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•
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Part II, Item 8 - Financial Statements and Supplementary Data
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Part II, Item 9A - Controls and Procedures
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•
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Part IV, Item 15 - Exhibits, Financial Statement Schedules
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•
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the prices of crude oil, natural gas liquids, refined products, ethanol, and biodiesel;
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•
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energy prices generally;
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•
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the general level of crude oil, natural gas, and natural gas liquids production;
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•
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the general level of demand for crude oil, natural gas liquids, refined products, ethanol, and biodiesel;
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the availability of supply of crude oil, natural gas liquids, refined products, ethanol, and biodiesel;
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•
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the level of crude oil and natural gas drilling and production in producing areas where we have water treatment and disposal facilities;
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the prices of propane and distillates relative to the prices of alternative and competing fuels;
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the price of gasoline relative to the price of corn, which impacts the price of ethanol;
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the ability to obtain adequate supplies of products if an interruption in supply or transportation occurs and the availability of capacity to transport products to market areas;
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actions taken by foreign oil and gas producing nations;
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the political and economic stability of foreign oil and gas producing nations;
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the effect of weather conditions on supply and demand for crude oil, natural gas liquids, refined products, ethanol, and biodiesel;
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the effect of natural disasters, lightning strikes, or other significant weather events;
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the availability of local, intrastate and interstate transportation infrastructure with respect to our truck, railcar, and barge transportation services;
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the availability, price, and marketing of competing fuels;
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the impact of energy conservation efforts on product demand;
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energy efficiencies and technological trends;
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governmental regulation and taxation;
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the impact of legislative and regulatory actions on hydraulic fracturing, waste water disposal and on the treatment of flowback and produced water;
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hazards or operating risks related to transporting and distributing 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;
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loss of key personnel;
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the ability to renew contracts with key customers;
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the ability to maintain or increase the margins we realize for our terminal, barging, trucking, water disposal, recycling, and discharge services;
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•
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the ability to renew leases for our leased equipment and storage facilities;
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the nonpayment or nonperformance by our counterparties;
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the availability and cost of capital and our ability to access certain capital sources;
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a deterioration of the credit and capital markets;
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the ability to successfully identify and consummate strategic acquisitions, and integrate acquired assets and businesses;
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changes in the volume of hydrocarbons recovered during the wastewater treatment process;
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changes in the financial condition and results of operations of entities in which we own noncontrolling equity interests;
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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;
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the costs and effects of legal and administrative proceedings;
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any reduction or the elimination of the federal Renewable Fuel Standard; and
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changes in the jurisdictional characteristics of, or the applicable regulatory policies with respect to, our pipeline assets.
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Our crude oil logistics segment, the assets of which include
owned and leased crude oil storage terminals and pipeline injection stations, a fleet of owned trucks and trailers, a fleet of owned and leased railcars, a fleet of owned barges and towboats, and interests in
two
crude oil pipelines.
Our crude oil logistics segment purchases crude oil from producers and transports it to refineries or for resale at owned and leased pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs.
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•
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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 provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms and drilling fluids and performs truck washouts. In addition, our water solutions segment sells the recycled water and recovered hydrocarbons that result from performing these services.
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•
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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.
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•
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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.
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•
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Our refined products and renewables segment
, which
conducts gasoline, diesel, ethanol, and biodiesel marketing operations.
We purchase refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedule them for delivery
at various locations.
See “
Dispositions
” below
for a discussion of our interests in TransMontaigne Partners L.P. (“TLP”).
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•
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In October 2011, we completed a business combination with E. Osterman Propane, Inc., its affiliated companies, and members of the Osterman family (collectively, “Osterman”), whereby we acquired retail propane operations in the northeastern United States.
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•
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In November 2011, we completed a business combination with SemStream, L.P. (“SemStream”), whereby we acquired SemStream’s wholesale natural gas liquids supply and marketing operations and its 12 natural gas liquids terminals.
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•
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In January 2012, we completed a business combination with seven companies associated with Pacer Propane Holding, L.P. (collectively, “Pacer”), whereby we acquired retail propane operations, primarily in the western United States.
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•
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In February 2012, we completed a business combination with North American Propane, Inc., whereby we acquired retail propane and distillate operations in the northeastern United States.
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•
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In May 2012, we acquired the retail propane and distillate operations of Downeast Energy Corp. These operations are primarily in the northeastern United States.
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•
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In June 2012, we completed a business combination with High Sierra Energy, LP and High Sierra Energy GP, LLC (collectively, “High Sierra”), whereby we acquired all of the ownership interests in High Sierra. High Sierra’s businesses include crude oil gathering, transportation and marketing; water treatment, disposal, and transportation; and natural gas liquids transportation and marketing.
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•
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In November 2012, we completed a business combination whereby we acquired Pecos Gathering & Marketing, L.L.C. and certain of its affiliated companies (collectively, “Pecos”). The business of Pecos consists primarily of crude oil purchasing and logistics operations in Texas and New Mexico.
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•
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In December 2012, we completed a business combination whereby we acquired all of the membership interests in Third Coast Towing, LLC (“Third Coast”). The business of Third Coast consists primarily of transporting crude oil via barge.
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•
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In July 2013, we completed a business combination whereby we acquired the operating assets of Crescent Terminals, LLC, which operates a leased crude oil storage and dock facility in Port Aransas, Texas, and the ownership interests in Cierra Marine, LP and its affiliated companies (collectively, “Crescent”), whereby we acquired a fleet of four towboats and seven crude oil barges operating in the intercoastal waterways of Texas.
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•
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In July 2013, we completed a business combination with High Roller Wells Big Lake SWD No. 1, Ltd., whereby we acquired a water treatment and disposal facility in the Permian Basin in Texas. We also entered into a development agreement that requires us to purchase water solutions facilities developed by the other party to the agreement. During March 2014, we purchased one additional facility under this development agreement.
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In August 2013, we completed a business combination whereby we acquired seven entities affiliated with Oilfield Water Lines LP (collectively, “OWL”). The businesses of OWL include four water treatment and disposal facilities in the Eagle Ford shale play in Texas.
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In September 2013, we completed a business combination with Coastal Plains Disposal #1, LLC (“Coastal”), whereby we acquired the ownership interests in three water treatment and disposal facilities in the Eagle Ford shale play in Texas, and the option to acquire an additional facility, which we exercised in March 2014.
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•
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In December 2013, we acquired the ownership interests in Gavilon, LLC (“Gavilon Energy”). The assets of Gavilon Energy include crude oil terminals in Oklahoma, Texas and Louisiana, a 50% interest in Glass Mountain Pipeline, LLC (“Glass Mountain”), which owns a crude oil pipeline that originates in western Oklahoma and terminates in Cushing, Oklahoma and became operational in February 2014, and an interest in an ethanol production facility in the Midwest. The operations of Gavilon Energy include the marketing of crude oil, refined products, ethanol, biodiesel, and natural gas liquids, and also include crude oil storage in Cushing, Oklahoma.
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•
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In July 2014, we acquired TransMontaigne Inc. (“TransMontaigne”). As part of this transaction, we also purchased inventory from the previous owner of TransMontaigne. The operations of TransMontaigne include the marketing of refined products. As part of this transaction, we acquired the 2% general partner interest, the incentive distribution rights, a 19.7% limited partner interest in TLP, and assumed certain terminaling service
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In November 2014, we acquired two saltwater disposal facilities in the Bakken shale play in North Dakota.
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•
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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.
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•
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During the year ended March 31, 2015, we purchased 16 water treatment and disposal facilities under the development agreement discussed above.
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•
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During the
year
ended
March 31, 2015
,
we acquired
eight
retail propane businesses.
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•
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In August 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.
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In January 2016, we acquired a 57.125% interest in an existing produced water pipeline company operating in the Delaware Basin portion of West Texas.
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•
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During the
year
ended
March 31, 2016
, we purchased
15
water treatment and disposal facilities under the development agreement discussed above.
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•
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During the
year
ended
March 31, 2016
,
we acquired
six
retail propane businesses.
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•
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Focus on building a vertically integrated midstream master limited partnership providing multiple services to customers.
We continue to enhance our ability to transport crude oil from the wellhead to refiners, refined products from refiners to customers, wastewater from the wellhead to treatment for disposal, recycle, or discharge, and natural gas liquids from processing plants to end users, including retail propane customers.
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•
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Achieve organic growth by investing in new assets that increase volumes, enhance our operations, and generate attractive rates of return
. We believe that there are accretive organic growth opportunities that originate from assets we own and operate. We have and expect to continue to invest within our existing businesses, particularly within our crude oil logistics, water solutions, and refined products businesses as we grow these businesses with highly accretive, fee-based organic growth opportunities.
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Deliver accretive growth through strategic acquisitions that complement our existing business model and expand our operations
. We intend to continue to pursue acquisitions that build upon our vertically integrated business model, add scale to our current operating platforms, and enhance our geographic diversity in our businesses. We have established a successful track record of acquiring companies and assets at attractive prices and we continue to evaluate acquisition opportunities in order to capitalize on this strategy in the future.
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•
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Focus on consistent annual cash flows by adding operations that minimize commodity price risk and generate fee-based, cost-plus, or margin-based revenues under multi-year contracts
. We intend to focus on long-term fee-based contracts in addition to back-to-back contracts which minimize commodity price exposure. We continue to increase cash flows that are supported by certain fee-based, multi-year contracts, some of which include acreage dedications from producers or volume commitments. We also believe that expanding our retail propane business with an emphasis on a high level of residential customers with company-owned tanks will result in strong customer retention rates and consistent operating margins.
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•
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Maintain a disciplined capital structure characterized by low leverage
. We target leverage levels that are consistent with those of investment grade companies. Through our disciplined approach to leverage, we expect to maintain sufficient liquidity to manage existing and future capital requirements and to take advantage of market opportunities.
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•
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Maintain a disciplined cash distribution policy that complements our leverage, acquisition and organic growth strategies
. We intend to use cash flows from our operations to make distributions to our unitholders and to use excess cash flows to finance organic growth and opportunistically repay indebtedness, including amounts outstanding under our Revolving Credit Facility (as hereinafter defined). We believe this strategy positions us to pursue future acquisitions and to execute upon our organic growth initiatives.
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•
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Our vertically integrated and diversified operations, which help us generate more predictable and stable cash flows on a year-to-year basis.
Our ability to provide multiple services to customers in numerous geographic areas enhances our competitive position. Our five businesses units are diversified by geography, customer-base and commodity sensitivities which we believe proves us with the ability to maintain cash flows throughout typical commodity cycles. By examples, our retail propane business sources propane through our liquids business which allows us to leverage the expertise of our liquids business to help improve our margins and profitability and enhance our cash flows. Furthermore, we believe that our liquids business provides us with valuable market intelligence that helps us identify potential acquisition opportunities. Our refined products and retail propane businesses benefit from lower energy prices driving increased customer demand, which can offset the downward pressure on our crude logistics and water businesses in a low price environment.
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•
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Our network of crude oil transportation assets, which allows us to serve customers over a wide geographic area and optimize sales.
Our strategically deployed railcar fleet, towboats, barges, and trucks, and our owned and
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•
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Our water processing facilities, which are strategically located near areas of high crude oil and natural gas production
. Our water processing facilities are located among the most prolific crude oil and natural gas producing areas in the United States, including the Permian Basin, the DJ Basin, the Eagle Ford shale play, the Bakken shale play, and the Pinedale Anticline. In addition, we believe that the technological capabilities of our water solutions business can be quickly implemented at new facilities and locations.
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•
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Our network of natural gas liquids transportation, terminal, and storage assets, which allow us to provide multiple services over the continental United States.
Our strategically located terminals, large railcar fleet, shipper status on common carrier pipelines, and substantial leased and owned underground storage enable us to be a preferred purchaser and seller of natural gas liquids.
|
•
|
Our high percentage of retail sales to residential customers, who are generally more stable purchasers of propane
and distillates
and generate higher margins than other customers
. Our high percentage of propane tank ownership, payment billing systems, and automatic delivery program have resulted in a strong record of customer retention and help us better predict our cash flows in the retail propane business.
|
•
|
Our access to refined products pipeline and terminal infrastructure
. Our capacity allocations on third-party pipelines and our access to TLP’s refined products terminals give us the opportunity to serve customers over a large geographic area.
|
•
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Our seasoned management team with extensive midstream industry experience and a track record of acquiring, integrating, operating and growing successful businesses.
Our management team has significant experience managing companies in the energy industry, including master limited partnerships. In addition, through decades of experience, our management team has developed strong business relationships with key industry participants throughout the United States. We believe that our management’s knowledge of the industry, relationships within the industry, and experience in identifying, evaluating and completing acquisitions provides us with opportunities to grow through strategic and accretive acquisitions that complement or expand our existing operations.
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•
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200 owned trucks and 270 owned trailers operating primarily in the Mid-Continent, Permian Basin, Eagle Ford shale play, and Rocky Mountain regions;
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•
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400 owned railcars and 600 leased railcars operating primarily in Colorado, New Mexico, North Dakota, Oklahoma, Wyoming, and West Texas; and
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•
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11 owned towboats and 24 owned barges operating primarily in the intercoastal waterways of the Gulf Coast and along the Mississippi and Arkansas river systems.
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State
|
|
Number of Pipeline Injection Stations
|
|
Texas
|
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14
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|
Oklahoma
|
|
9
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|
New Mexico
|
|
5
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|
Kansas
|
|
3
|
|
North Dakota
|
|
3
|
|
Montana
|
|
1
|
|
Total
|
|
35
|
|
•
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price;
|
•
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availability of supply;
|
•
|
reliability of service;
|
•
|
logistics capabilities, including the availability of railcars, proprietary terminals, and owned pipelines, barges, railcars, trucks, and towboats;
|
•
|
long-term customer relationships; and
|
•
|
the acquisition of businesses.
|
•
|
we require certain customers to prepay or place deposits for our services;
|
•
|
we require certain customers to post letters of credit or other forms of surety on a portion of our receivables;
|
•
|
we review receivable aging analyses regularly to identify issues or trends that may develop; and
|
•
|
we require our marketing personnel to manage their customers’ receivable position and suspend sales to customers that have not timely paid invoices.
|
Location
|
|
Processing Capacity
(barrels per day)
|
|
Located on Land
We Own or Lease
|
|
Pinedale Anticline (1)
|
|
60,000
|
|
|
Lease
|
|
|
|
|
|
|
DJ Basin (2)
|
|
189,500
|
|
|
Own
|
DJ Basin
|
|
72,500
|
|
|
Lease
|
Total-DJ Basin
|
|
262,000
|
|
|
|
|
|
|
|
|
|
Permian Basin (3)
|
|
653,000
|
|
|
Own
|
|
|
|
|
|
|
Eagle Ford Shale Play (3)
|
|
304,000
|
|
|
Own
|
Eagle Ford Shale Play (3)
|
|
169,000
|
|
|
Lease
|
Total-Eagle Ford Shale Play
|
|
473,000
|
|
|
|
|
|
|
|
|
|
Eaglebine Shale Play
|
|
20,000
|
|
|
Own
|
|
|
|
|
|
|
Granite Wash Shale Play (3)
|
|
52,000
|
|
|
Own
|
|
|
|
|
|
|
Bakken Shale Play
|
|
30,000
|
|
|
Own
|
Bakken Shale Play
|
|
16,000
|
|
|
Lease
|
Total-Bakken Shale Play
|
|
46,000
|
|
|
|
|
|
|
|
|
|
Total-All Facilities
|
|
1,566,000
|
|
|
|
|
(1)
|
This facility has a design capacity of 60,000 barrels per day to process water to a recycle standard which also includes a design capacity of 15,000 barrels per day to process water to a discharge standard.
|
(2)
|
Reflects the total processing capacity of facilities located on land we own at this location, which includes two facilities that have a combined design capacity of 20,000 barrels per day to process water to a recycle standard.
|
(3)
|
Certain facilities can dispose of both wastewater and solids such as tank bottoms and drilling fluids. We own a 50% interest in the disposal of solids.
|
•
|
we require certain customers to prepay or place deposits for our services;
|
•
|
we require certain customers to post letters of credit or other forms of surety on a portion of our receivables;
|
•
|
we review receivable aging analyses regularly to identify issues or trends that may develop; and
|
•
|
we require our marketing personnel to manage their customers’ receivable position and suspend service to customers that have not timely paid invoices.
|
Facility
|
|
Throughput Capacity
(gallons per day)
|
|
Rosemount, Minnesota
|
|
1,441,000
|
|
Lebanon, Indiana
|
|
1,058,000
|
|
West Memphis, Arkansas
|
|
1,058,000
|
|
Dexter, Missouri
|
|
930,000
|
|
East St. Louis, Illinois
|
|
883,000
|
|
Jefferson City, Missouri
|
|
883,000
|
|
St. Catharines, Ontario, Canada
|
|
700,000
|
|
Janesville, Wisconsin
|
|
553,000
|
|
Light, Arkansas
|
|
524,400
|
|
Rixie, Arkansas
|
|
524,400
|
|
West Springfield, Massachusetts
|
|
441,000
|
|
Albuquerque, New Mexico
|
|
408,000
|
|
Portland, Maine
|
|
360,000
|
|
Vancouver, Washington
|
|
358,000
|
|
Green Bay, Wisconsin
|
|
310,000
|
|
Ritzville, Washington
|
|
198,000
|
|
Thackerville, Oklahoma
|
|
180,000
|
|
Shelton, Washington
|
|
161,000
|
|
Superior, Montana (1)
|
|
120,000
|
|
Total
|
|
11,090,800
|
|
|
(1)
|
We own a terminal in Superior, Montana with throughput of 120,000 gallons per day that we are currently subleasing through October 2017 with an option to extend or to purchase.
|
|
|
Leased Storage Space
(gallons)
|
|
|
||||
Storage Facility
|
|
Beginning
April 1,
2016
|
|
At
March 31,
2016
|
|
Storage Interconnects
|
||
Conway, Kansas
|
|
64,890,000
|
|
|
64,940,000
|
|
|
Connected to Enterprise Mid-America and NuStar Pipelines; Rail Facility
|
Borger, Texas
|
|
42,000,000
|
|
|
42,000,000
|
|
|
Connected to ConocoPhillips Blue Line Pipeline
|
Corunna, Ontario, Canada
|
|
15,800,000
|
|
|
2,100,000
|
|
|
Rail Facility
|
Bushton, Kansas
|
|
12,600,000
|
|
|
12,600,000
|
|
|
Connected to ONEOK North System Pipeline
|
Hattiesburg, Mississippi
|
|
9,660,000
|
|
|
6,300,000
|
|
|
Connected to Enterprise Dixie Pipeline; Rail Facility
|
Carthage, Missouri
|
|
7,560,000
|
|
|
7,560,000
|
|
|
Connected to Mid-America Pipeline
|
Redwater, Alberta, Canada
|
|
4,370,000
|
|
|
9,072,000
|
|
|
Connected to Cochin Pipeline; Rail Facility
|
Mont Belvieu, Texas
|
|
2,940,000
|
|
|
2,940,000
|
|
|
Connected to Enterprise Texas Eastern Products Pipeline
|
Napoleonville, LA
|
|
2,407,000
|
|
|
—
|
|
|
Connected to Enlink Pipeline; Rail Facility
|
Adamana, Arizona
|
|
1,680,000
|
|
|
1,680,000
|
|
|
Rail Facility
|
St. Clair, Michigan
|
|
—
|
|
|
6,300,000
|
|
|
Rail Facility
|
Marysville, Michigan
|
|
—
|
|
|
2,100,000
|
|
|
Connected to Cochin Pipeline
|
Total
|
|
163,907,000
|
|
|
157,592,000
|
|
|
|
•
|
price;
|
•
|
availability of supply;
|
•
|
reliability of service;
|
•
|
available space on common carrier pipelines;
|
•
|
storage availability;
|
•
|
logistics capabilities, including the availability of railcars, and proprietary terminals;
|
•
|
long-term customer relationships; and
|
•
|
the acquisition of businesses.
|
•
|
customer pre-buys, which typically require deposits based on market pricing conditions;
|
•
|
market based, which can either be a posted price or an index to spot price at time of delivery; and
|
•
|
load package, a firm price agreement for customers seeking to purchase specific volumes delivered during a specific time period.
|
•
|
we require certain customers to prepay or place deposits for their purchases;
|
•
|
we require certain customers to post letters of credit or other forms of surety on a portion of our receivables;
|
•
|
we require certain customers to take delivery of their contracted volume ratably to help control the account balance rather than allowing them to take delivery of propane at their discretion;
|
•
|
we review receivable aging analyses regularly to identify issues or trends that may develop; and
|
•
|
we require our marketing personnel to manage their customers’ receivable position and suspend sales to customers that have not timely paid invoices.
|
State
|
|
Number of Customer
Service Locations
|
|
Number of Satellite
Distribution Locations
|
||
Illinois
|
|
22
|
|
|
20
|
|
Maine
|
|
15
|
|
|
10
|
|
Georgia
|
|
14
|
|
|
5
|
|
Massachusetts
|
|
10
|
|
|
8
|
|
North Carolina
|
|
10
|
|
|
1
|
|
Pennsylvania
|
|
8
|
|
|
3
|
|
Kansas
|
|
8
|
|
|
28
|
|
Indiana
|
|
4
|
|
|
5
|
|
Connecticut
|
|
4
|
|
|
2
|
|
South Carolina
|
|
3
|
|
|
—
|
|
New Hampshire
|
|
3
|
|
|
4
|
|
Oregon
|
|
2
|
|
|
1
|
|
Washington
|
|
2
|
|
|
—
|
|
Mississippi
|
|
1
|
|
|
3
|
|
Maryland
|
|
1
|
|
|
1
|
|
Rhode Island
|
|
1
|
|
|
1
|
|
Tennessee
|
|
1
|
|
|
1
|
|
Utah
|
|
1
|
|
|
1
|
|
Wyoming
|
|
1
|
|
|
1
|
|
Colorado
|
|
1
|
|
|
—
|
|
Vermont
|
|
1
|
|
|
2
|
|
New Jersey
|
|
—
|
|
|
1
|
|
Total
|
|
113
|
|
|
98
|
|
•
|
400 bulk storage tanks with capacities ranging from 2,000 to 90,000 gallons; and
|
•
|
over 300,000 stationary customer storage tanks with capacities ranging from 7 to 30,000 gallons.
|
•
|
71% residential customers;
|
•
|
28% commercial and industrial customers; and
|
•
|
1% agricultural customers.
|
•
|
price;
|
•
|
availability of supply;
|
•
|
reliability of service;
|
•
|
long-term customer relationships; and
|
•
|
the acquisition of businesses.
|
•
|
customers are billed on a timely basis;
|
•
|
customers tend to keep accounts receivable balances current when paying a local business and people they know;
|
•
|
many customers prefer the convenience of paying in person; and
|
•
|
billing issues may be handled more quickly because local personnel have current account information and detailed customer history available to them at all times to answer customer inquiries.
|
Locations
|
|
Active Storage Capacity
(shell barrels)
|
|
Southeast Facilities
|
|
|
|
Albany, Georgia
|
|
203,000
|
|
Americus, Georgia
|
|
93,000
|
|
Athens, Georgia
|
|
193,000
|
|
Bainbridge, Georgia
|
|
372,000
|
|
Birmingham, Alabama
|
|
178,000
|
|
Charlotte, North Carolina
|
|
121,000
|
|
Collins, Mississippi
|
|
200,000
|
|
Collins/Purvis, Mississippi
|
|
94,000
|
|
Doraville, Georgia
|
|
438,000
|
|
Fairfax, Virginia
|
|
508,000
|
|
Greensboro, North Carolina
|
|
436,000
|
|
Griffin, Georgia
|
|
107,000
|
|
Linden, New Jersey
|
|
400,000
|
|
Lookout Mountain, Georgia
|
|
221,000
|
|
Macon, Georgia
|
|
174,000
|
|
Meridian, Mississippi
|
|
139,000
|
|
Montvale, Virginia
|
|
503,000
|
|
Nashville, Tennessee
|
|
11,000
|
|
Norfolk, Virginia
|
|
1,336,000
|
|
Port Everglades North, Florida
|
|
62,000
|
|
Richmond, Virginia
|
|
444,000
|
|
Rome, Georgia
|
|
152,000
|
|
Selma, North Carolina
|
|
218,000
|
|
Spartanburg, South Carolina
|
|
166,000
|
|
Total Southeast Facilities Storage Capacity
|
|
6,769,000
|
|
|
|
|
|
Mid-Continent Facilities
|
|
|
|
Magellan North system
|
|
202,000
|
|
NuStar East Products system
|
|
150,000
|
|
Total Mid-Continent Facilities Storage Capacity
|
|
352,000
|
|
Total Facilities Storage Capacity
|
|
7,121,000
|
|
•
|
price;
|
•
|
availability of supply;
|
•
|
reliability of service;
|
•
|
available space on common carrier pipelines;
|
•
|
storage availability;
|
•
|
logistics capabilities, including the availability of railcars, and proprietary terminals; and
|
•
|
long-term customer relationships.
|
•
|
we require certain customers to prepay or place deposits for our services;
|
•
|
we require certain customers to post letters of credit or other forms of surety on a portion of our receivables;
|
•
|
we monitor individual customer receivables relative to previously-approved credit limits, and our automated rack delivery system gives us the option to discontinue providing product to customers when they exceed their credit limits;
|
•
|
we review receivable aging analyses regularly to identify issues or trends that may develop; and
|
•
|
we require our marketing personnel to manage their customers’ receivable position and suspend sales to customers that have not timely paid invoices.
|
•
|
requiring the installation of pollution-control equipment or otherwise restricting the way we operate or imposing additional costs on our operations;
|
•
|
limiting or prohibiting construction activities in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered or threatened species;
|
•
|
delaying construction or system modification or upgrades during permit issuance or renewal;
|
•
|
requiring investigatory and remedial actions to mitigate pollution conditions caused by our operations or attributable to former operations; and
|
•
|
enjoining the operations of facilities deemed to be in non-compliance with permits or permit requirements issued pursuant to or imposed by such environmental laws and regulations.
|
•
|
weather conditions in our operating areas;
|
•
|
the cost of crude oil, natural gas liquids, refined products, ethanol, and biodiesel that we buy for resale and whether we are able to pass along cost increases to our customers;
|
•
|
the volume of wastewater delivered to our processing facilities;
|
•
|
disruptions in the availability of crude oil and/or natural gas liquids supply;
|
•
|
our ability to renew leases for storage and railcars;
|
•
|
the effectiveness of our commodity price hedging strategy;
|
•
|
the level of competition from other energy providers; and
|
•
|
prevailing economic conditions.
|
•
|
the level of capital expenditures we make;
|
•
|
the cost of acquisitions, if any;
|
•
|
restrictions contained in our credit agreement (the “Credit Agreement”), the purchase agreement governing our outstanding 6.65% senior secured notes due 2022 (the “Note Purchase Agreement”), the indentures governing our outstanding 6.875% senior notes due 2021 and 5.125% senior notes due 2019 (collectively, the “Indentures”) and other debt service requirements;
|
•
|
fluctuations in working capital needs;
|
•
|
our ability to borrow funds and access capital markets;
|
•
|
the amount, if any, of cash reserves established by our general partner; and
|
•
|
other business risks discussed in this Annual Report that may affect our cash levels.
|
•
|
increased competition for attractive acquisitions;
|
•
|
covenants in our Credit Agreement, Note Purchase Agreement and Indentures that limit the amount and types of indebtedness that we may incur to finance acquisitions and which may adversely affect our ability to make distributions to our unitholders;
|
•
|
lack of available cash or external capital or limitations on our ability to issue equity to pay for acquisitions; and
|
•
|
possible unwillingness of prospective sellers to accept our common units as consideration and the potential dilutive effect to our existing unitholders caused by an issuance of common units in an acquisition.
|
•
|
the inability to successfully integrate the operations of recently acquired businesses;
|
•
|
the assumption of known or unknown liabilities, including environmental liabilities;
|
•
|
limitations on rights to indemnity from the seller;
|
•
|
mistaken assumptions about the overall costs of equity or debt or synergies;
|
•
|
unforeseen difficulties operating in new geographic areas or in new business segments;
|
•
|
the diversion of management’s and employees’ attention from other business concerns;
|
•
|
customer or key employee loss from the acquired businesses; and
|
•
|
a potential significant increase in our indebtedness and related interest expense.
|
•
|
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
|
•
|
our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flow required to make principal and interest payments on our debt;
|
•
|
we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
|
•
|
our flexibility in responding to changing business and economic conditions may be limited.
|
•
|
incur additional debt or issue letters of credit;
|
•
|
redeem or repurchase units;
|
•
|
make certain loans, investments and acquisitions;
|
•
|
incur certain liens or permit them to exist;
|
•
|
engage in sale and leaseback transactions;
|
•
|
enter into certain types of transactions with affiliates;
|
•
|
enter into agreements limiting subsidiary distributions;
|
•
|
change the nature of our business or enter into a substantially different business;
|
•
|
merge or consolidate with another company; and
|
•
|
transfer or otherwise dispose of assets.
|
•
|
a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel, and travel;
|
•
|
higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;
|
•
|
an increase in automotive engine fuel economy, whether as a result of a shift by consumers to more fuel-efficient vehicles or technological advances by manufacturers;
|
•
|
an increase in the market price of crude oil that leads to higher refined product prices, which may reduce demand for refined products and drive demand for alternative products; and
|
•
|
the increased use of alternative fuel sources, such as battery-powered engines.
|
•
|
limits the liability and reduces the fiduciary duties of our general partner, while also restricting the remedies available to our unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty. As a result of purchasing common units, our unitholders consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law;
|
•
|
permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include the exercise of its limited call right, its voting rights with respect to the units it owns and its determination whether or not to consent to any merger or consolidation of the partnership;
|
•
|
provides that our general partner shall not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning our general partner subjectively believed that the decision was in, or not opposed to, the best interests of the partnership;
|
•
|
generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee and not involving a vote of our unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the
|
•
|
provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct.
|
•
|
our general partner is allowed to take into account the interests of parties other than us, such as members of the NGL Energy GP Investor Group, in resolving conflicts of interest;
|
•
|
neither our partnership agreement nor any other agreement requires owners of our general partner to pursue a business strategy that favors us;
|
•
|
except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval;
|
•
|
our general partner determines the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and the creation, reduction or increase of reserves, each of which can affect the amount of cash that is distributed to our unitholders;
|
•
|
our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and to our general partner;
|
•
|
our general partner determines which costs incurred by it are reimbursable by us;
|
•
|
our general partner may cause us to borrow funds to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions;
|
•
|
our partnership agreement permits us to classify up to $20.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions to our general partner in respect of the general partner interest or the incentive distribution rights (“IDRs”);
|
•
|
our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
|
•
|
our general partner intends to limit its liability regarding our contractual and other obligations;
|
•
|
our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if they own more than 80% of the common units;
|
•
|
our general partner controls the enforcement of the obligations that it and its affiliates owe to us;
|
•
|
our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and
|
•
|
our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s IDRs without the approval of the conflicts committee of the board of directors of our general partner or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.
|
•
|
our existing unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of available cash for distribution on each unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of the common units may decline.
|
•
|
we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
|
a unitholder’s right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities
|
|
|
Price Range
|
|
Cash
|
||||||||
|
|
High
|
|
Low
|
|
Distribution
|
||||||
2016 Fiscal Year
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
15.16
|
|
|
$
|
5.57
|
|
|
$
|
0.6400
|
|
Third Quarter
|
|
23.33
|
|
|
8.04
|
|
|
0.6400
|
|
|||
Second Quarter
|
|
31.31
|
|
|
19.55
|
|
|
0.6325
|
|
|||
First Quarter
|
|
33.64
|
|
|
26.11
|
|
|
0.6250
|
|
|||
2015 Fiscal Year
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
31.70
|
|
|
$
|
24.88
|
|
|
$
|
0.6175
|
|
Third Quarter
|
|
40.58
|
|
|
22.57
|
|
|
0.6088
|
|
|||
Second Quarter
|
|
44.86
|
|
|
39.13
|
|
|
0.5888
|
|
|||
First Quarter
|
|
46.25
|
|
|
37.08
|
|
|
0.5513
|
|
|
|
|
|
Marginal Percentage Interest In
Distributions |
||||||||||||||
|
|
Total Quarterly
Distribution Per Unit |
|
Unitholders
|
|
General
Partner
|
||||||||||||
Minimum quarterly distribution
|
|
|
|
|
|
|
|
$
|
0.337500
|
|
|
99.9
|
%
|
|
0.1
|
%
|
||
First target distribution
|
|
above
|
|
$
|
0.337500
|
|
|
up to
|
|
$
|
0.388125
|
|
|
99.9
|
%
|
|
0.1
|
%
|
Second target distribution
|
|
above
|
|
$
|
0.388125
|
|
|
up to
|
|
$
|
0.421875
|
|
|
86.9
|
%
|
|
13.1
|
%
|
Third target distribution
|
|
above
|
|
$
|
0.421875
|
|
|
up to
|
|
$
|
0.506250
|
|
|
76.9
|
%
|
|
23.1
|
%
|
Thereafter
|
|
above
|
|
$
|
0.506250
|
|
|
|
|
|
|
51.9
|
%
|
|
48.1
|
%
|
Period
|
|
Total Number of Common Units Purchased
|
|
Average Price Paid Per Common Unit
|
|
Total Number of Common Units Purchased as Part of a Publicly Announced Program
|
|
Approximate Dollar Value of Common Units that May Yet Be Purchased Under the Program
|
||||||
January 1-31, 2016
|
|
8,403
|
|
|
$
|
11.02
|
|
|
—
|
|
|
$
|
37,272,180
|
|
February 1-29, 2016
|
|
782,703
|
|
|
7.92
|
|
|
782,703
|
|
|
31,073,172
|
|
||
March 1-31, 2016
|
|
442,960
|
|
|
8.67
|
|
|
442,960
|
|
|
27,232,709
|
|
||
Total
|
|
1,234,066
|
|
|
$
|
8.19
|
|
|
1,225,663
|
|
|
$
|
—
|
|
|
|
Year Ended March 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands, except per unit data)
|
||||||||||||||||||
Income Statement Data (1)(2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
11,742,110
|
|
|
$
|
16,802,057
|
|
|
$
|
9,699,274
|
|
|
$
|
4,417,767
|
|
|
$
|
1,310,473
|
|
Total cost of sales
|
|
10,839,037
|
|
|
15,958,207
|
|
|
9,132,699
|
|
|
4,039,110
|
|
|
1,217,023
|
|
|||||
Operating (loss) income
|
|
(104,603
|
)
|
|
107,420
|
|
|
106,565
|
|
|
87,307
|
|
|
15,030
|
|
|||||
Interest expense
|
|
133,089
|
|
|
110,123
|
|
|
58,854
|
|
|
32,994
|
|
|
7,620
|
|
|||||
(Gain) loss on early extinguishment of debt
|
|
(28,532
|
)
|
|
—
|
|
|
—
|
|
|
5,769
|
|
|
—
|
|
|||||
Net (loss) income attributable to parent equity
|
|
(198,929
|
)
|
|
37,306
|
|
|
47,655
|
|
|
47,940
|
|
|
7,876
|
|
|||||
Basic and diluted (loss) income per common unit
|
|
(2.35
|
)
|
|
(0.05
|
)
|
|
0.51
|
|
|
0.96
|
|
|
0.32
|
|
|||||
Cash Flows Data (1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
351,495
|
|
|
$
|
262,391
|
|
|
$
|
85,236
|
|
|
$
|
132,634
|
|
|
$
|
90,329
|
|
Net cash used in investing activities
|
|
(445,327
|
)
|
|
(1,366,221
|
)
|
|
(1,455,373
|
)
|
|
(546,621
|
)
|
|
(296,897
|
)
|
|||||
Net cash provided by financing activities
|
|
80,705
|
|
|
1,134,693
|
|
|
1,369,016
|
|
|
417,716
|
|
|
198,063
|
|
|||||
Cash distributions paid per common unit (subsequent to IPO)
|
|
2.54
|
|
|
2.37
|
|
|
2.01
|
|
|
1.69
|
|
|
0.85
|
|
|||||
Cash distributions paid per common unit (prior to IPO)
|
|
|
|
|
|
|
|
|
|
0.35
|
|
|||||||||
Balance Sheet Data - Period End (1)(2)(3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (4)
|
|
$
|
5,560,155
|
|
|
$
|
6,655,792
|
|
|
$
|
4,134,910
|
|
|
$
|
2,290,901
|
|
|
$
|
749,519
|
|
Total long-term obligations, exclusive of debt issuance costs and current maturities (4)
|
|
3,160,073
|
|
|
2,842,493
|
|
|
1,628,173
|
|
|
741,924
|
|
|
199,389
|
|
|||||
Total equity
|
|
1,694,065
|
|
|
2,693,432
|
|
|
1,531,853
|
|
|
889,418
|
|
|
405,329
|
|
|||||
Volume Information (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Retail propane sold (gallons)
|
|
152,238
|
|
|
169,279
|
|
|
162,361
|
|
|
144,379
|
|
|
78,236
|
|
|||||
Distillates sold (gallons)
|
|
30,674
|
|
|
34,862
|
|
|
34,965
|
|
|
28,853
|
|
|
1,650
|
|
|||||
Wholesale propane sold (gallons) (5)
|
|
1,244,529
|
|
|
1,285,707
|
|
|
1,190,106
|
|
|
912,625
|
|
|
659,921
|
|
|||||
Wholesale other products sold (gallons)
|
|
843,922
|
|
|
825,514
|
|
|
786,671
|
|
|
505,529
|
|
|
134,999
|
|
|||||
Crude oil sold (barrels)
|
|
67,211
|
|
|
83,864
|
|
|
46,107
|
|
|
24,373
|
|
|
—
|
|
|||||
Water received (barrels)
|
|
208,440
|
|
|
161,664
|
|
|
75,451
|
|
|
25,009
|
|
|
—
|
|
|||||
Refined products sold (barrels)
|
|
98,988
|
|
|
68,043
|
|
|
9,833
|
|
|
—
|
|
|
—
|
|
|||||
Renewable products sold (barrels)
|
|
5,794
|
|
|
5,318
|
|
|
3,593
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The acquisitions of businesses affect the comparability of this information.
|
(2)
|
On
February 1, 2016, we sold our general partner interest in TLP.
As a result, on February 1, 2016, we deconsolidated TLP and began to account for our limited partner investment in TLP using the equity method of accounting.
|
(3)
|
Certain balance sheet data at March 31, 2015 was adjusted to reflect the final acquisition accounting for certain business combinations (see
Note 2
to our consolidated financial statements included in this Annual Report).
|
(4)
|
Revised to reclassify debt issuance costs for our senior notes from intangible assets to long-term debt obligations for all balance sheet dates presented (see
Note 2
to our consolidated financial statements included in this Annual Report).
|
(5)
|
Includes intercompany volumes sold to our retail propane segment.
|
•
|
Crude Oil Logistics
|
•
|
Water Solutions
|
•
|
Liquids
|
•
|
Retail Propane
|
•
|
Refined Products and Renewables
|
|
|
Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2016
|
|
$
|
26.21
|
|
|
$
|
61.43
|
|
|
$
|
38.34
|
|
2015
|
|
43.46
|
|
|
107.26
|
|
|
47.60
|
|
|||
2014
|
|
86.68
|
|
|
110.53
|
|
|
101.58
|
|
|
|
Conway, Kansas
|
|
Mt. Belvieu, Texas
|
||||||||||||||||||||
|
|
Spot Price Per Gallon
|
|
Spot Price Per Gallon
|
||||||||||||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
|
Low
|
|
High
|
|
At Period End
|
||||||||||||
2016
|
|
$
|
0.27
|
|
|
$
|
0.51
|
|
|
$
|
0.39
|
|
|
$
|
0.30
|
|
|
$
|
0.57
|
|
|
$
|
0.44
|
|
2015
|
|
0.38
|
|
|
1.13
|
|
|
0.45
|
|
|
0.45
|
|
|
1.13
|
|
|
0.51
|
|
||||||
2014
|
|
0.77
|
|
|
4.33
|
|
|
1.03
|
|
|
0.81
|
|
|
1.73
|
|
|
1.06
|
|
|
|
Spot Price Per Gallon
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2016
|
|
$
|
0.42
|
|
|
$
|
0.68
|
|
|
$
|
0.53
|
|
2015
|
|
0.60
|
|
|
1.30
|
|
|
0.63
|
|
|||
2014
|
|
1.08
|
|
|
1.64
|
|
|
1.26
|
|
|
|
Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2016
|
|
$
|
37.75
|
|
|
$
|
90.15
|
|
|
$
|
59.91
|
|
2015
|
|
53.34
|
|
|
131.46
|
|
|
74.76
|
|
|||
2014 (1)
|
|
109.20
|
|
|
126.84
|
|
|
122.22
|
|
|
(1)
|
Prices are for the four months ended March 31, 2014 as we acquired
Gavilon, LLC (“
Gavilon Energy
”)
on December 2, 2013.
|
|
|
Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2016
|
|
$
|
36.36
|
|
|
$
|
84.68
|
|
|
$
|
49.76
|
|
2015
|
|
68.04
|
|
|
128.10
|
|
|
72.24
|
|
|||
2014 (1)
|
|
121.80
|
|
|
137.76
|
|
|
123.06
|
|
|
(1)
|
Prices are for the four months ended March 31, 2014 as we acquired
Gavilon Energy
on December 2, 2013.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Total revenues
|
|
$
|
11,742,110
|
|
|
$
|
16,802,057
|
|
|
$
|
9,699,274
|
|
Total cost of sales
|
|
10,839,037
|
|
|
15,958,207
|
|
|
9,132,699
|
|
|||
Operating expenses
|
|
401,118
|
|
|
364,131
|
|
|
259,799
|
|
|||
General and administrative expense
|
|
139,541
|
|
|
149,430
|
|
|
75,860
|
|
|||
Depreciation and amortization
|
|
228,924
|
|
|
193,949
|
|
|
120,754
|
|
|||
Loss on disposal or impairment of assets, net
|
|
320,766
|
|
|
41,184
|
|
|
3,597
|
|
|||
Revaluation of liabilities
|
|
(82,673
|
)
|
|
(12,264
|
)
|
|
—
|
|
|||
Operating (loss) income
|
|
(104,603
|
)
|
|
107,420
|
|
|
106,565
|
|
|||
Equity in earnings of unconsolidated entities
|
|
16,121
|
|
|
12,103
|
|
|
1,898
|
|
|||
Interest expense
|
|
(133,089
|
)
|
|
(110,123
|
)
|
|
(58,854
|
)
|
|||
Gain on early extinguishment of debt
|
|
28,532
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
5,575
|
|
|
37,171
|
|
|
86
|
|
|||
(Loss) income before income taxes
|
|
(187,464
|
)
|
|
46,571
|
|
|
49,695
|
|
|||
Income tax benefit (expense)
|
|
367
|
|
|
3,622
|
|
|
(937
|
)
|
|||
Net (loss) income
|
|
(187,097
|
)
|
|
50,193
|
|
|
48,758
|
|
|||
Less: Net income allocated to general partner
|
|
(47,620
|
)
|
|
(45,700
|
)
|
|
(14,148
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(11,832
|
)
|
|
(12,887
|
)
|
|
(1,103
|
)
|
|||
Net (loss) income allocated to limited partners
|
|
$
|
(246,549
|
)
|
|
$
|
(8,394
|
)
|
|
$
|
33,507
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Net (loss) income
|
|
$
|
(187,097
|
)
|
|
$
|
50,193
|
|
|
$
|
48,758
|
|
Less: Net income attributable to noncontrolling interests
|
|
(11,832
|
)
|
|
(12,887
|
)
|
|
(1,103
|
)
|
|||
Net (loss) income attributable to parent equity
|
|
(198,929
|
)
|
|
37,306
|
|
|
47,655
|
|
|||
Interest expense
|
|
126,514
|
|
|
106,594
|
|
|
58,871
|
|
|||
Gain on early extinguishment of debt
|
|
(28,532
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax (benefit) expense
|
|
(420
|
)
|
|
(3,676
|
)
|
|
937
|
|
|||
Depreciation and amortization
|
|
217,893
|
|
|
191,998
|
|
|
127,821
|
|
|||
EBITDA
|
|
116,526
|
|
|
332,222
|
|
|
235,284
|
|
|||
Net unrealized losses (gains) on derivatives
|
|
1,255
|
|
|
7,559
|
|
|
(1,327
|
)
|
|||
Inventory valuation adjustment
|
|
24,390
|
|
|
—
|
|
|
—
|
|
|||
Lower of cost or market adjustments
|
|
(5,932
|
)
|
|
16,806
|
|
|
—
|
|
|||
Loss on disposal or impairment of assets, net
|
|
320,783
|
|
|
41,274
|
|
|
3,597
|
|
|||
Equity-based compensation expense (1)
|
|
58,816
|
|
|
42,890
|
|
|
17,804
|
|
|||
Acquisition expense (2)
|
|
2,002
|
|
|
23,198
|
|
|
15,109
|
|
|||
Revaluation of liabilities (3)
|
|
(93,725
|
)
|
|
(20,645
|
)
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
424,115
|
|
|
$
|
443,304
|
|
|
$
|
270,467
|
|
|
(1)
|
Equity-based compensation expense in the table above may differ from equity-based compensation expense reported in
Note 11
to our consolidated financial statements included in
this
Annual Report on Form 10-K
(“Annual Report”).
Amounts reported in the table above include expense accruals for bonuses expected to be paid in common units, whereas the amounts reported in
Note 11
to our consolidated financial statements only include expenses associated with equity-based awards that have been formally granted.
|
(2)
|
During the years ended
March 31, 2016
,
2015
and
2014
,
we recorded $2.0 million, $7.4 million and $6.9 million, respectively, of expense related to legal and advisory costs associated with acquisitions.
During the year ended
March 31, 2015
,
we recorded $15.8 million of compensation expense associated with acquisitions (including certain bonuses that the previous owners of Gavilon Energy granted to employees, contingent upon the successful completion of the sale of the business, and compensation expense related to termination benefits for certain TransMontaigne Inc.
(“TransMontaigne”)
employees).
During the year ended
March 31, 2014
, we recorded $8.2 million of compensation expense associated with acquisitions (including certain bonuses that the previous owners of Gavilon Energy granted to employees, contingent upon the successful completion of the sale of the business).
|
(3)
|
Amount represents the non-cash valuation adjustment of contingent consideration liabilities, offset by the cash payments, related to royalty agreements acquired as part of acquisitions in our Water Solutions segment. Amount includes $3.0 million and $0.3 million for the years ended March 31, 2016 and 2015, respectively, related to the portion attributatble to noncontrolling interests.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Reconciliation to consolidated statements of operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization per EBITDA table
|
|
$
|
217,893
|
|
|
$
|
191,998
|
|
|
$
|
127,821
|
|
Intangible asset amortization recorded to cost of sales
|
|
(6,700
|
)
|
|
(7,767
|
)
|
|
(6,172
|
)
|
|||
Depreciation and amortization of unconsolidated entities
|
|
(20,058
|
)
|
|
(18,979
|
)
|
|
(1,500
|
)
|
|||
Depreciation and amortization attributable to noncontrolling interests
|
|
37,789
|
|
|
28,697
|
|
|
605
|
|
|||
Depreciation and amortization per consolidated statements of operations
|
|
$
|
228,924
|
|
|
$
|
193,949
|
|
|
$
|
120,754
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to consolidated statements of cash flows:
|
|
|
|
|
|
|
||||||
Depreciation and amortization per EBITDA table
|
|
$
|
217,893
|
|
|
$
|
191,998
|
|
|
$
|
127,821
|
|
Amortization of debt issuance costs recorded to interest expense
|
|
13,587
|
|
|
8,759
|
|
|
5,727
|
|
|||
Depreciation and amortization of unconsolidated entities
|
|
(20,058
|
)
|
|
(18,979
|
)
|
|
(1,500
|
)
|
|||
Depreciation and amortization attributable to noncontrolling interests
|
|
37,789
|
|
|
28,697
|
|
|
605
|
|
|||
Depreciation and amortization per consolidated statements of cash flows
|
|
$
|
249,211
|
|
|
$
|
210,475
|
|
|
$
|
132,653
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Interest expense per EBITDA table
|
|
$
|
126,514
|
|
|
$
|
106,594
|
|
|
$
|
58,871
|
|
Interest expense attributable to noncontrolling interests (1)
|
|
5,493
|
|
|
3,443
|
|
|
—
|
|
|||
Gain on extinguishment of debt of unconsolidated entities
|
|
693
|
|
|
—
|
|
|
—
|
|
|||
Other (2)
|
|
389
|
|
|
86
|
|
|
(17
|
)
|
|||
Interest expense per consolidated statements of operations
|
|
$
|
133,089
|
|
|
$
|
110,123
|
|
|
$
|
58,854
|
|
|
(1)
|
Includes ten months of consolidated TLP interest expense.
|
(2)
|
Includes two months of TLP interest expense as an equity method investment.
|
|
Year Ended March 31, 2016
|
||||||||||||||||||||||||||
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Retail
Propane |
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating (loss) income
|
$
|
(40,745
|
)
|
|
$
|
(313,673
|
)
|
|
$
|
76,173
|
|
|
$
|
44,096
|
|
|
$
|
226,951
|
|
|
$
|
(97,405
|
)
|
|
$
|
(104,603
|
)
|
Depreciation and amortization
|
39,363
|
|
|
91,685
|
|
|
15,642
|
|
|
35,992
|
|
|
40,861
|
|
|
5,381
|
|
|
228,924
|
|
|||||||
Amortization recorded to cost of sales
|
250
|
|
|
—
|
|
|
1,044
|
|
|
—
|
|
|
5,406
|
|
|
—
|
|
|
6,700
|
|
|||||||
Net unrealized losses (gains) on derivatives
|
2,123
|
|
|
3,196
|
|
|
(4,008
|
)
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
1,255
|
|
|||||||
Inventory valuation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,390
|
|
|
—
|
|
|
24,390
|
|
|||||||
Lower of cost or market adjustments
|
(1,211
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,721
|
)
|
|
—
|
|
|
(5,932
|
)
|
|||||||
Loss (gain) on disposal or impairment of assets, net
|
54,952
|
|
|
381,682
|
|
|
11,600
|
|
|
(137
|
)
|
|
(127,314
|
)
|
|
—
|
|
|
320,783
|
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501
|
|
|
58,315
|
|
|
58,816
|
|
|||||||
Acquisition expense
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
1,995
|
|
|
2,002
|
|
|||||||
Equity in earnings (losses) of unconsolidated entities
|
3,547
|
|
|
(552
|
)
|
|
—
|
|
|
(528
|
)
|
|
13,654
|
|
|
—
|
|
|
16,121
|
|
|||||||
Other (expense) income, net
|
(6,725
|
)
|
|
2,144
|
|
|
281
|
|
|
1,055
|
|
|
179
|
|
|
8,641
|
|
|
5,575
|
|
|||||||
Depreciation and amortization of unconsolidated entities
|
9,927
|
|
|
1,135
|
|
|
—
|
|
|
98
|
|
|
8,898
|
|
|
—
|
|
|
20,058
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
—
|
|
|
(518
|
)
|
|
—
|
|
|
(1,324
|
)
|
|
(54,407
|
)
|
|
—
|
|
|
(56,249
|
)
|
|||||||
Revaluation of liabilities
|
—
|
|
|
(93,725
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,725
|
)
|
|||||||
Adjusted EBITDA
|
$
|
61,481
|
|
|
$
|
71,374
|
|
|
$
|
100,732
|
|
|
$
|
79,203
|
|
|
$
|
134,398
|
|
|
$
|
(23,073
|
)
|
|
$
|
424,115
|
|
|
Year Ended March 31, 2015
|
||||||||||||||||||||||||||
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Retail
Propane |
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating (loss) income
|
$
|
(35,832
|
)
|
|
$
|
65,340
|
|
|
$
|
45,072
|
|
|
$
|
64,075
|
|
|
$
|
54,567
|
|
|
$
|
(85,802
|
)
|
|
$
|
107,420
|
|
Depreciation and amortization
|
38,626
|
|
|
73,618
|
|
|
13,513
|
|
|
31,827
|
|
|
32,948
|
|
|
3,417
|
|
|
193,949
|
|
|||||||
Amortization recorded to cost of sales
|
102
|
|
|
—
|
|
|
1,931
|
|
|
—
|
|
|
4,057
|
|
|
1,677
|
|
|
7,767
|
|
|||||||
Net unrealized losses (gains) on derivatives
|
7,421
|
|
|
(2,786
|
)
|
|
2,921
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
7,559
|
|
|||||||
Lower of cost or market adjustments
|
10,744
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
6,113
|
|
|
—
|
|
|
16,806
|
|
|||||||
Loss (gain) on disposal or impairment of assets, net
|
3,759
|
|
|
7,504
|
|
|
29,776
|
|
|
330
|
|
|
1
|
|
|
(96
|
)
|
|
41,274
|
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
42,767
|
|
|
42,890
|
|
|||||||
Acquisition expense
|
6,870
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
8,510
|
|
|
7,773
|
|
|
23,198
|
|
|||||||
Equity in earnings (losses) of unconsolidated entities
|
3,731
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
8,401
|
|
|
—
|
|
|
12,103
|
|
|||||||
Other income (expense), net
|
27,305
|
|
|
3,360
|
|
|
31
|
|
|
1,644
|
|
|
(120
|
)
|
|
4,951
|
|
|
37,171
|
|
|||||||
Depreciation and amortization of unconsolidated entities
|
10,213
|
|
|
1,123
|
|
|
—
|
|
|
—
|
|
|
7,643
|
|
|
—
|
|
|
18,979
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
—
|
|
|
(1,220
|
)
|
|
—
|
|
|
(1,110
|
)
|
|
(42,837
|
)
|
|
—
|
|
|
(45,167
|
)
|
|||||||
Revaluation of liabilities
|
—
|
|
|
(20,645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,645
|
)
|
|||||||
Adjusted EBITDA
|
$
|
72,939
|
|
|
$
|
126,265
|
|
|
$
|
93,193
|
|
|
$
|
96,814
|
|
|
$
|
79,406
|
|
|
$
|
(25,313
|
)
|
|
$
|
443,304
|
|
|
Year Ended March 31, 2014
|
||||||||||||||||||||||||||
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Retail
Propane |
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating income (loss)
|
$
|
678
|
|
|
$
|
10,317
|
|
|
$
|
71,888
|
|
|
$
|
61,285
|
|
|
$
|
6,514
|
|
|
$
|
(44,117
|
)
|
|
$
|
106,565
|
|
Depreciation and amortization
|
22,111
|
|
|
55,105
|
|
|
11,018
|
|
|
28,878
|
|
|
625
|
|
|
3,017
|
|
|
120,754
|
|
|||||||
Amortization recorded to cost of sales
|
990
|
|
|
—
|
|
|
2,882
|
|
|
—
|
|
|
1,600
|
|
|
700
|
|
|
6,172
|
|
|||||||
Net unrealized losses (gains) on derivatives
|
2,229
|
|
|
647
|
|
|
(4,217
|
)
|
|
14
|
|
|
—
|
|
|
—
|
|
|
(1,327
|
)
|
|||||||
(Gain) loss on disposal or impairment of assets, net
|
(169
|
)
|
|
2,994
|
|
|
5,305
|
|
|
1
|
|
|
—
|
|
|
(4,534
|
)
|
|
3,597
|
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,804
|
|
|
17,804
|
|
|||||||
Acquisition expense
|
3,500
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
11,586
|
|
|
15,109
|
|
|||||||
Equity in (losses) earnings of unconsolidated entities
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,924
|
|
|
1,898
|
|
|||||||
Other (expense) income, net
|
(2,939
|
)
|
|
(266
|
)
|
|
(212
|
)
|
|
1,308
|
|
|
51
|
|
|
2,144
|
|
|
86
|
|
|||||||
Depreciation and amortization of unconsolidated entities
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
—
|
|
|
(631
|
)
|
|
—
|
|
|
(163
|
)
|
|
(897
|
)
|
|
—
|
|
|
(1,691
|
)
|
|||||||
Adjusted EBITDA
|
$
|
27,874
|
|
|
$
|
68,166
|
|
|
$
|
86,664
|
|
|
$
|
91,346
|
|
|
$
|
7,893
|
|
|
$
|
(11,476
|
)
|
|
$
|
270,467
|
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015 (1)
|
|
Change
|
||||||
|
|
(in thousands, expect per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
3,170,891
|
|
|
$
|
6,621,871
|
|
|
$
|
(3,450,980
|
)
|
Crude oil transportation and other
|
|
55,882
|
|
|
43,349
|
|
|
12,533
|
|
|||
Total revenues (2)
|
|
3,226,773
|
|
|
6,665,220
|
|
|
(3,438,447
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales
|
|
3,121,411
|
|
|
6,590,313
|
|
|
(3,468,902
|
)
|
|||
Operating expenses
|
|
43,458
|
|
|
52,790
|
|
|
(9,332
|
)
|
|||
General and administrative expenses
|
|
8,334
|
|
|
15,564
|
|
|
(7,230
|
)
|
|||
Depreciation and amortization expense
|
|
39,363
|
|
|
38,626
|
|
|
737
|
|
|||
Loss on disposal or impairment of assets, net
|
|
54,952
|
|
|
3,759
|
|
|
51,193
|
|
|||
Total expenses
|
|
3,267,518
|
|
|
6,701,052
|
|
|
(3,433,534
|
)
|
|||
Segment operating loss (3)
|
|
$
|
(40,745
|
)
|
|
$
|
(35,832
|
)
|
|
$
|
(4,913
|
)
|
|
|
|
|
|
|
|
||||||
Crude oil sold (barrels)
|
|
67,211
|
|
|
83,864
|
|
|
(16,653
|
)
|
|||
Crude oil sold ($/barrel)
|
|
$
|
47.178
|
|
|
$
|
78.960
|
|
|
$
|
(31.782
|
)
|
Cost per crude oil sold ($/barrel)
|
|
$
|
46.442
|
|
|
$
|
78.583
|
|
|
$
|
(32.141
|
)
|
Crude oil product margin ($/barrel)
|
|
$
|
0.736
|
|
|
$
|
0.377
|
|
|
$
|
0.359
|
|
|
(1)
|
During the six months ended September 30, 2015, we made certain changes in the way we attribute revenues to the categories shown in the table above. These changes did not impact total revenues. We have retrospectively adjusted previously reported amounts to conform to the current presentation.
|
(2)
|
Revenues include
$9.7 million
and
$29.8 million
of intersegment sales during the
years
ended
March 31, 2016
and
2015
, respectively, that are eliminated in our consolidated statements of operations.
|
(3)
|
In October 2014, we announced plans to build a crude oil rail transloading facility, backed by executed producer commitments. Subsequent to executing these commitments, the producers
requested to be released from the commitments.
We agreed to release
the producers
from
their
commitments in return for a cash payment in March 2015 and additional cash payments over the next
five years
.
Upon execution of these agreements in March 2015, we recorded a gain of
$31.6 million
to other income
in our consolidated statement of operations,
net of certain project abandonment costs.
Since this gain was reported in other income, it is not reflected in the table above.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service fees
|
|
$
|
136,710
|
|
|
$
|
105,682
|
|
|
$
|
31,028
|
|
Recovered hydrocarbons
|
|
41,090
|
|
|
81,762
|
|
|
(40,672
|
)
|
|||
Water transportation
|
|
—
|
|
|
10,760
|
|
|
(10,760
|
)
|
|||
Other revenues
|
|
7,201
|
|
|
1,838
|
|
|
5,363
|
|
|||
Total revenues
|
|
185,001
|
|
|
200,042
|
|
|
(15,041
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Cost of sales-derivative gain (1)
|
|
(7,095
|
)
|
|
(36,763
|
)
|
|
29,668
|
|
|||
Cost of sales-other
|
|
(241
|
)
|
|
6,257
|
|
|
(6,498
|
)
|
|||
Operating expenses
|
|
112,538
|
|
|
93,268
|
|
|
19,270
|
|
|||
General and administrative expenses
|
|
2,778
|
|
|
3,082
|
|
|
(304
|
)
|
|||
Depreciation and amortization expense
|
|
91,685
|
|
|
73,618
|
|
|
18,067
|
|
|||
Loss on disposal or impairment of assets, net
|
|
381,682
|
|
|
7,504
|
|
|
374,178
|
|
|||
Revaluation of liabilities
|
|
(82,673
|
)
|
|
(12,264
|
)
|
|
(70,409
|
)
|
|||
Total expenses
|
|
498,674
|
|
|
134,702
|
|
|
363,972
|
|
|||
Segment operating (loss) income
|
|
$
|
(313,673
|
)
|
|
$
|
65,340
|
|
|
$
|
(379,013
|
)
|
|
|
|
|
|
|
|
||||||
Water received (barrels)
|
|
208,440
|
|
|
161,664
|
|
|
46,776
|
|
|||
Service fee for water processed ($/barrel)
|
|
$
|
0.66
|
|
|
$
|
0.65
|
|
|
$
|
0.01
|
|
Recovered hydrocarbons for water processed ($/barrel)
|
|
$
|
0.20
|
|
|
$
|
0.51
|
|
|
$
|
(0.31
|
)
|
|
(1)
|
Includes realized and unrealized (gains) losses.
|
•
|
facilities we owned before March 31, 2014, which we refer to below as “existing facilities”; and
|
•
|
facilities we acquired or developed after March 31, 2014, which we refer to below as “recently acquired or developed facilities”.
|
|
|
Year Ended March 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Service
Fees |
|
Water Barrels Processed
|
|
Fees Per
Water Barrel Processed |
|
Service
Fees |
|
Water Barrels Processed
|
|
Fees Per
Water Barrel Processed |
||||||||||
Existing facilities
|
|
$
|
74,195
|
|
|
90,377
|
|
|
$
|
0.82
|
|
|
$
|
81,273
|
|
|
122,454
|
|
|
$
|
0.66
|
|
Recently acquired or developed facilities
|
|
62,515
|
|
|
118,063
|
|
|
0.53
|
|
|
24,409
|
|
|
39,210
|
|
|
0.62
|
|
||||
Total
|
|
$
|
136,710
|
|
|
208,440
|
|
|
0.66
|
|
|
$
|
105,682
|
|
|
161,664
|
|
|
0.65
|
|
|
|
Year Ended March 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Recovered
Hydrocarbon Revenue |
|
Water Barrels Processed
|
|
Revenue Per
Water Barrel Processed |
|
Recovered
Hydrocarbon Revenue |
|
Water Barrels Processed
|
|
Revenue Per
Water Barrel Processed |
||||||||||
Existing facilities
|
|
$
|
22,791
|
|
|
90,377
|
|
|
$
|
0.25
|
|
|
$
|
71,301
|
|
|
122,454
|
|
|
$
|
0.58
|
|
Recently acquired or developed facilities
|
|
18,299
|
|
|
118,063
|
|
|
0.15
|
|
|
10,461
|
|
|
39,210
|
|
|
0.27
|
|
||||
Total
|
|
$
|
41,090
|
|
|
208,440
|
|
|
0.20
|
|
|
$
|
81,762
|
|
|
161,664
|
|
|
0.51
|
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Existing facilities
|
|
$
|
65,739
|
|
|
$
|
73,533
|
|
|
$
|
(7,794
|
)
|
Recently acquired or developed facilities
|
|
46,799
|
|
|
19,735
|
|
|
27,064
|
|
|||
Total
|
|
$
|
112,538
|
|
|
$
|
93,268
|
|
|
$
|
19,270
|
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015 (1)
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (2)
|
|
$
|
618,919
|
|
|
$
|
1,265,262
|
|
|
$
|
(646,343
|
)
|
Cost of sales
|
|
571,734
|
|
|
1,217,993
|
|
|
(646,259
|
)
|
|||
Product margin
|
|
47,185
|
|
|
47,269
|
|
|
(84
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (2)
|
|
620,175
|
|
|
1,111,834
|
|
|
(491,659
|
)
|
|||
Cost of sales
|
|
532,136
|
|
|
1,038,324
|
|
|
(506,188
|
)
|
|||
Product margin
|
|
88,039
|
|
|
73,510
|
|
|
14,529
|
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues (2)
|
|
35,943
|
|
|
28,745
|
|
|
7,198
|
|
|||
Cost of sales
|
|
13,806
|
|
|
17,313
|
|
|
(3,507
|
)
|
|||
Product margin
|
|
22,137
|
|
|
11,432
|
|
|
10,705
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|||||||
Operating expenses
|
|
45,140
|
|
|
35,580
|
|
|
9,560
|
|
|||
General and administrative expenses
|
|
8,806
|
|
|
8,271
|
|
|
535
|
|
|||
Depreciation and amortization expense
|
|
15,642
|
|
|
13,513
|
|
|
2,129
|
|
|||
Loss on disposal or impairment of assets, net
|
|
11,600
|
|
|
29,775
|
|
|
(18,175
|
)
|
|||
Total expenses
|
|
81,188
|
|
|
87,139
|
|
|
(5,951
|
)
|
|||
Segment operating income
|
|
$
|
76,173
|
|
|
$
|
45,072
|
|
|
$
|
31,101
|
|
|
|
|
|
|
|
|
||||||
Propane sold
|
|
1,244,529
|
|
|
1,285,707
|
|
|
(41,178
|
)
|
|||
Propane sold ($/gallon)
|
|
$
|
0.497
|
|
|
$
|
0.984
|
|
|
$
|
(0.487
|
)
|
Cost per propane sold ($/gallon)
|
|
$
|
0.459
|
|
|
$
|
0.947
|
|
|
$
|
(0.488
|
)
|
Propane product margin ($/gallon)
|
|
$
|
0.038
|
|
|
$
|
0.037
|
|
|
$
|
0.001
|
|
|
|
|
|
|
|
|
||||||
Other products sold (gallons)
|
|
843,922
|
|
|
825,514
|
|
|
18,408
|
|
|||
Other products sold ($/gallon)
|
|
$
|
0.735
|
|
|
$
|
1.347
|
|
|
$
|
(0.612
|
)
|
Cost per other products sold ($/gallon)
|
|
$
|
0.631
|
|
|
$
|
1.258
|
|
|
$
|
(0.627
|
)
|
Other products product margin ($/gallon)
|
|
$
|
0.104
|
|
|
$
|
0.089
|
|
|
$
|
0.015
|
|
|
(1)
|
During the six months ended September 30, 2015, we made certain changes in the way we attribute revenues to railcar cost of sales to the categories shown in the table above. These changes did not impact total revenues or total cost of sales. We have retrospectively adjusted previously reported amounts to conform to the current presentation.
|
(2)
|
Revenues include
$80.6 million
and
$162.0 million
of intersegment sales during the years ended March 31, 2016 and 2015, respectively, that are eliminated in our consolidated statements of operations.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
248,673
|
|
|
$
|
347,575
|
|
|
$
|
(98,902
|
)
|
Cost of sales
|
|
95,191
|
|
|
181,655
|
|
|
(86,464
|
)
|
|||
Product margin
|
|
153,482
|
|
|
165,920
|
|
|
(12,438
|
)
|
|||
|
|
|
|
|
|
|
||||||
Distillate sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
64,868
|
|
|
106,037
|
|
|
(41,169
|
)
|
|||
Cost of sales
|
|
48,191
|
|
|
85,329
|
|
|
(37,138
|
)
|
|||
Product margin
|
|
16,677
|
|
|
20,708
|
|
|
(4,031
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues
|
|
39,436
|
|
|
35,585
|
|
|
3,851
|
|
|||
Cost of sales
|
|
13,375
|
|
|
11,554
|
|
|
1,821
|
|
|||
Product margin
|
|
26,061
|
|
|
24,031
|
|
|
2,030
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
104,287
|
|
|
102,123
|
|
|
2,164
|
|
|||
General and administrative expenses
|
|
11,982
|
|
|
12,352
|
|
|
(370
|
)
|
|||
Depreciation and amortization expense
|
|
35,992
|
|
|
31,827
|
|
|
4,165
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(137
|
)
|
|
282
|
|
|
(419
|
)
|
|||
Total expenses
|
|
152,124
|
|
|
146,584
|
|
|
5,540
|
|
|||
Segment operating income
|
$
|
44,096
|
|
|
$
|
64,075
|
|
|
$
|
(19,979
|
)
|
|
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
152,238
|
|
|
169,279
|
|
|
(17,041
|
)
|
|||
Propane sold ($/gallon)
|
|
$
|
1.633
|
|
|
$
|
2.053
|
|
|
$
|
(0.420
|
)
|
Cost per propane sold ($/gallon)
|
|
$
|
0.625
|
|
|
$
|
1.073
|
|
|
$
|
(0.448
|
)
|
Propane product margin ($/gallon)
|
|
$
|
1.008
|
|
|
$
|
0.980
|
|
|
$
|
0.028
|
|
|
|
|
|
|
|
|
||||||
Distillates sold (gallons)
|
|
30,674
|
|
|
34,862
|
|
|
(4,188
|
)
|
|||
Distillates sold ($/gallon)
|
|
$
|
2.115
|
|
|
$
|
3.042
|
|
|
$
|
(0.927
|
)
|
Cost per distillates sold ($/gallon)
|
|
$
|
1.571
|
|
|
$
|
2.448
|
|
|
$
|
(0.877
|
)
|
Distillates product margin ($/gallon)
|
|
$
|
0.544
|
|
|
$
|
0.594
|
|
|
$
|
(0.050
|
)
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015 (1)
|
|
Change
|
||||||
|
|
(in thousands, except per barrel and gallon amounts)
|
||||||||||
Refined products sales:
|
|
|
|
|
|
|
||||||
Revenues (2)
|
|
$
|
6,294,008
|
|
|
$
|
6,682,040
|
|
|
$
|
(388,032
|
)
|
Cost of sales
|
|
6,161,243
|
|
|
6,574,545
|
|
|
(413,302
|
)
|
|||
Product margin
|
|
132,765
|
|
|
107,495
|
|
|
25,270
|
|
|||
|
|
|
|
|
|
|
||||||
Renewables sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
390,753
|
|
|
473,885
|
|
|
(83,132
|
)
|
|||
Cost of sales
|
|
380,212
|
|
|
461,996
|
|
|
(81,784
|
)
|
|||
Product margin
|
|
10,541
|
|
|
11,889
|
|
|
(1,348
|
)
|
|||
|
|
|
|
|
|
|
||||||
Service fee revenues
|
|
108,221
|
|
|
76,847
|
|
|
31,374
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|||||
Operating expenses
|
|
95,371
|
|
|
82,583
|
|
|
12,788
|
|
|||
General and administrative expenses
|
|
15,675
|
|
|
26,133
|
|
|
(10,458
|
)
|
|||
Depreciation and amortization expense
|
|
40,861
|
|
|
32,948
|
|
|
7,913
|
|
|||
Gain on disposal or impairment of assets, net
|
|
(127,331
|
)
|
|
—
|
|
|
(127,331
|
)
|
|||
Total expenses
|
|
24,576
|
|
|
141,664
|
|
|
(117,088
|
)
|
|||
Segment operating income
|
|
$
|
226,951
|
|
|
$
|
54,567
|
|
|
$
|
172,384
|
|
|
|
|
|
|
|
|
||||||
Refined products sold (barrels)
|
|
98,988
|
|
|
68,043
|
|
|
30,945
|
|
|||
Refined products sold ($/barrel)
|
|
$
|
63.584
|
|
|
$
|
98.203
|
|
|
$
|
(34.619
|
)
|
Cost per refined products sold ($/barrel)
|
|
$
|
62.242
|
|
|
$
|
96.623
|
|
|
$
|
(34.381
|
)
|
Refined products product margin ($/barrel)
|
|
$
|
1.342
|
|
|
$
|
1.580
|
|
|
$
|
(0.238
|
)
|
Refined products product margin ($/gallon)
|
|
$
|
0.032
|
|
|
$
|
0.038
|
|
|
$
|
(0.006
|
)
|
|
|
|
|
|
|
|
||||||
Renewable products sold (barrels)
|
|
5,794
|
|
|
5,318
|
|
|
476
|
|
|||
Renewable products sold ($/barrel)
|
|
$
|
67.441
|
|
|
$
|
89.110
|
|
|
$
|
(21.669
|
)
|
Cost per renewable products sold ($/barrel)
|
|
$
|
65.622
|
|
|
$
|
86.874
|
|
|
$
|
(21.252
|
)
|
Renewable products product margin ($/barrel)
|
|
$
|
1.819
|
|
|
$
|
2.236
|
|
|
$
|
(0.417
|
)
|
Renewable products product margin ($/gallon)
|
|
$
|
0.043
|
|
|
$
|
0.053
|
|
|
$
|
(0.010
|
)
|
|
(1)
|
During the six months ended September 30, 2015, we made certain changes in the way we attribute revenues and cost of sales to the categories shown in the table above. These changes did not impact total revenues or total cost of sales. We have retrospectively adjusted previously reported amounts to conform to the current presentation.
|
(2)
|
Revenues include
$0.9 million
and
$1.1 million
of intersegment sales during the
years
ended
March 31, 2016
, and
2015
, respectively, that are eliminated in our consolidated statement of operations.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Incentive compensation expense
|
|
$
|
(61,252
|
)
|
|
$
|
(48,339
|
)
|
|
$
|
(12,913
|
)
|
Acquisition expense
|
|
(2,002
|
)
|
|
(7,382
|
)
|
|
5,380
|
|
|||
Other corporate expenses
|
|
(34,151
|
)
|
|
(30,081
|
)
|
|
(4,070
|
)
|
|||
Total
|
|
$
|
(97,405
|
)
|
|
$
|
(85,802
|
)
|
|
$
|
(11,603
|
)
|
|
Year Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Interest income (1)
|
$
|
12,004
|
|
|
$
|
4,575
|
|
Crude oil marketing arrangement (2)
|
(6,726
|
)
|
|
(5,642
|
)
|
||
Crude oil rail transloading facility (3)
|
—
|
|
|
31,600
|
|
||
Other (4)
|
297
|
|
|
6,638
|
|
||
Other income, net
|
$
|
5,575
|
|
|
$
|
37,171
|
|
|
(1)
|
Relates primarily to
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party
and to
a loan receivable
from an equity method investee
.
|
(2)
|
Represents another party’s share of the profits generated from a joint crude oil marketing arrangement.
|
(3)
|
In October 2014, we announced plans to build a crude oil rail transloading facility, backed by executed producer commitments. Subsequent to executing these commitments, the producers
requested to be released from the commitments.
We agreed to release
the producers
from
their
commitments in return for a cash payment in March 2015 and additional cash payments over the next
five years
.
In addition,
one
of the producers committed to pay us a specified fee on each barrel
|
(4)
|
During the year ended
March 31, 2015
,
we settled
two
separate contractual disputes and recorded
$5.5 million
of proceeds to other income
.
Also during the year ended
March 31, 2015
,
we offered to settle another contractual dispute, and recorded
$1.2 million
to other expense as an estimate of the probable loss.
During the year ended
March 31, 2016
,
we finalized the settlement of this contractual dispute and paid approximately
$0.5 million
at the date of settlement and committed to pay approximately
$1.1 million
in equal annual installments
over a period of
11 years
beginning on October 15, 2016 and ending in October 2026.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
|
|
(in thousands, expect per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
6,621,871
|
|
|
$
|
4,559,923
|
|
|
$
|
2,061,948
|
|
Crude oil transportation and other
|
|
43,349
|
|
|
36,469
|
|
|
6,880
|
|
|||
Total revenues (1)
|
|
6,665,220
|
|
|
4,596,392
|
|
|
2,068,828
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales
|
|
6,590,313
|
|
|
4,515,244
|
|
|
2,075,069
|
|
|||
Operating expenses
|
|
52,790
|
|
|
54,043
|
|
|
(1,253
|
)
|
|||
General and administrative expenses
|
|
15,564
|
|
|
4,487
|
|
|
11,077
|
|
|||
Depreciation and amortization expense
|
|
38,626
|
|
|
22,111
|
|
|
16,515
|
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
3,759
|
|
|
(171
|
)
|
|
3,930
|
|
|||
Total expenses
|
|
6,701,052
|
|
|
4,595,714
|
|
|
2,105,338
|
|
|||
Segment operating (loss) income (2)
|
|
$
|
(35,832
|
)
|
|
$
|
678
|
|
|
$
|
(36,510
|
)
|
|
|
|
|
|
|
|
||||||
Crude oil sold (barrels)
|
|
83,864
|
|
|
46,107
|
|
|
37,757
|
|
|||
Crude oil sold ($/barrel)
|
|
$
|
78.960
|
|
|
$
|
98.899
|
|
|
$
|
(19.939
|
)
|
Cost per crude oil sold ($/barrel)
|
|
$
|
78.583
|
|
|
$
|
97.930
|
|
|
$
|
(19.347
|
)
|
Crude oil product margin ($/barrel)
|
|
$
|
0.377
|
|
|
$
|
0.969
|
|
|
$
|
(0.592
|
)
|
|
(1)
|
Revenues include $29.8 million and $37.8 million of intersegment sales during the years ended March 31, 2015 and 2014, respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
In October 2014, we announced plans to build a crude oil rail transloading facility, backed by executed producer commitments. Subsequent to executing these commitments, the producers
requested to be released from the commitments.
We agreed to release
the producers
from
their
commitments in return for a cash payment in March 2015 and additional cash payments over the next
five years
.
Upon execution of these agreements in March 2015, we recorded a gain of
$31.6 million
to other income
in our consolidated statement of operations,
net of certain project abandonment costs.
Since this gain was reported in other income, it is not reflected in the table above.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Service fees
|
|
$
|
105,682
|
|
|
$
|
58,161
|
|
|
$
|
47,521
|
|
Recovered hydrocarbons
|
|
81,762
|
|
|
67,627
|
|
|
14,135
|
|
|||
Water transportation
|
|
10,760
|
|
|
17,312
|
|
|
(6,552
|
)
|
|||
Other revenues
|
|
1,838
|
|
|
—
|
|
|
1,838
|
|
|||
Total revenues
|
|
200,042
|
|
|
143,100
|
|
|
56,942
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-derivative (gain) loss (1)
|
|
(36,763
|
)
|
|
1,969
|
|
|
(38,732
|
)
|
|||
Cost of sales-other
|
|
6,257
|
|
|
9,769
|
|
|
(3,512
|
)
|
|||
Operating expenses
|
|
93,268
|
|
|
59,184
|
|
|
34,084
|
|
|||
General and administrative expenses
|
|
3,082
|
|
|
3,762
|
|
|
(680
|
)
|
|||
Depreciation and amortization expense
|
|
73,618
|
|
|
55,105
|
|
|
18,513
|
|
|||
Loss on disposal or impairment of assets, net
|
|
7,504
|
|
|
2,994
|
|
|
4,510
|
|
|||
Revaluation of liabilities
|
|
(12,264
|
)
|
|
—
|
|
|
(12,264
|
)
|
|||
Total expenses
|
|
134,702
|
|
|
132,783
|
|
|
1,919
|
|
|||
Segment operating income
|
|
$
|
65,340
|
|
|
$
|
10,317
|
|
|
$
|
55,023
|
|
|
|
|
|
|
|
|
||||||
Water received (barrels)
|
|
161,664
|
|
|
75,451
|
|
|
86,213
|
|
|||
Service fee for water processed ($/barrel)
|
|
$
|
0.65
|
|
|
$
|
0.77
|
|
|
$
|
(0.12
|
)
|
Recovered hydrocarbons for water processed ($/barrel)
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
(0.39
|
)
|
|
(1)
|
Includes realized and unrealized (gains) losses.
|
•
|
facilities we owned before March 31, 2013, which we refer to below as “existing facilities”; and
|
•
|
facilities we acquired or developed after March 31, 2013, which we refer to below as “recently acquired or developed facilities”.
|
|
|
Year Ended March 31,
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Service
Fees |
|
Water Barrels Processed
|
|
Fees Per
Water Barrel Processed |
|
Service
Fees |
|
Water Barrels Processed
|
|
Fees Per
Water Barrel Processed |
||||||||||
Existing facilities
|
|
$
|
65,541
|
|
|
85,560
|
|
|
$
|
0.77
|
|
|
$
|
51,908
|
|
|
59,305
|
|
|
$
|
0.88
|
|
Recently acquired or developed facilities
|
|
40,141
|
|
|
76,104
|
|
|
0.53
|
|
|
6,253
|
|
|
16,146
|
|
|
0.39
|
|
||||
Total
|
|
$
|
105,682
|
|
|
161,664
|
|
|
0.65
|
|
|
$
|
58,161
|
|
|
75,451
|
|
|
0.77
|
|
|
|
Year Ended March 31,
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Recovered
Hydrocarbon Revenue |
|
Water Barrels Processed
|
|
Revenue Per
Water Barrel Processed |
|
Recovered
Hydrocarbon Revenue |
|
Water Barrels Processed
|
|
Revenue Per
Water Barrel Processed |
||||||||||
Existing facilities
|
|
$
|
36,361
|
|
|
85,560
|
|
|
$
|
0.42
|
|
|
$
|
40,393
|
|
|
59,305
|
|
|
$
|
0.68
|
|
Recently acquired or developed facilities
|
|
45,401
|
|
|
76,104
|
|
|
0.60
|
|
|
27,234
|
|
|
16,146
|
|
|
1.69
|
|
||||
Total
|
|
$
|
81,762
|
|
|
161,664
|
|
|
0.51
|
|
|
$
|
67,627
|
|
|
75,451
|
|
|
0.90
|
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Existing facilities
|
|
$
|
41,167
|
|
|
$
|
36,381
|
|
|
$
|
4,786
|
|
Recently acquired or developed facilities
|
|
52,101
|
|
|
22,803
|
|
|
29,298
|
|
|||
Total
|
|
$
|
93,268
|
|
|
$
|
59,184
|
|
|
$
|
34,084
|
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
1,265,262
|
|
|
$
|
1,632,948
|
|
|
$
|
(367,686
|
)
|
Cost of sales
|
|
1,217,993
|
|
|
1,559,266
|
|
|
(341,273
|
)
|
|||
Product margin
|
|
47,269
|
|
|
73,682
|
|
|
(26,413
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
1,111,834
|
|
|
1,231,965
|
|
|
(120,131
|
)
|
|||
Cost of sales
|
|
1,038,324
|
|
|
1,179,944
|
|
|
(141,620
|
)
|
|||
Product margin
|
|
73,510
|
|
|
52,021
|
|
|
21,489
|
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
28,745
|
|
|
31,062
|
|
|
(2,317
|
)
|
|||
Cost of sales
|
|
17,313
|
|
|
24,439
|
|
|
(7,126
|
)
|
|||
Product margin
|
|
11,432
|
|
|
6,623
|
|
|
4,809
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
35,580
|
|
|
37,672
|
|
|
(2,092
|
)
|
|||
General and administrative expenses
|
|
8,271
|
|
|
6,443
|
|
|
1,828
|
|
|||
Depreciation and amortization expense
|
|
13,513
|
|
|
11,018
|
|
|
2,495
|
|
|||
Loss on disposal or impairment of assets, net
|
|
29,775
|
|
|
5,305
|
|
|
24,470
|
|
|||
Total expenses
|
|
87,139
|
|
|
60,438
|
|
|
26,701
|
|
|||
Segment operating income
|
|
$
|
45,072
|
|
|
$
|
71,888
|
|
|
$
|
(26,816
|
)
|
|
|
|
|
|
|
|
||||||
Propane sold (gallon)
|
|
1,285,707
|
|
|
1,190,106
|
|
|
95,601
|
|
|||
Propane sold ($/gallon)
|
|
$
|
0.984
|
|
|
$
|
1.372
|
|
|
$
|
(0.388
|
)
|
Cost per propane sold ($/gallon)
|
|
$
|
0.947
|
|
|
$
|
1.310
|
|
|
$
|
(0.363
|
)
|
Propane product margin ($/gallon)
|
|
$
|
0.037
|
|
|
$
|
0.062
|
|
|
$
|
(0.025
|
)
|
|
|
|
|
|
|
|
||||||
Other products sold (gallon)
|
|
825,514
|
|
|
786,671
|
|
|
38,843
|
|
|||
Other products sold ($/gallon)
|
|
$
|
1.347
|
|
|
$
|
1.566
|
|
|
$
|
(0.219
|
)
|
Cost per other products sold ($/gallon)
|
|
$
|
1.258
|
|
|
$
|
1.500
|
|
|
$
|
(0.242
|
)
|
Other products product margin ($/gallon)
|
|
$
|
0.089
|
|
|
$
|
0.066
|
|
|
$
|
0.023
|
|
|
(1)
|
Revenues include $162.0 million and $245.6 million of intersegment sales during the years ended March 31, 2015 and 2014, respectively, that are eliminated in our consolidated statements of operations.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
347,575
|
|
|
$
|
388,225
|
|
|
$
|
(40,650
|
)
|
Cost of sales
|
|
181,655
|
|
|
233,110
|
|
|
(51,455
|
)
|
|||
Product margin
|
|
165,920
|
|
|
155,115
|
|
|
10,805
|
|
|||
|
|
|
|
|
|
|
||||||
Distillate sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
106,037
|
|
|
127,672
|
|
|
(21,635
|
)
|
|||
Cost of sales
|
|
85,329
|
|
|
109,058
|
|
|
(23,729
|
)
|
|||
Product margin
|
|
20,708
|
|
|
18,614
|
|
|
2,094
|
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
35,585
|
|
|
35,918
|
|
|
(333
|
)
|
|||
Cost of sales
|
|
11,554
|
|
|
11,531
|
|
|
23
|
|
|||
Product margin
|
|
24,031
|
|
|
24,387
|
|
|
(356
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
102,123
|
|
|
96,936
|
|
|
5,187
|
|
|||
General and administrative expenses
|
|
12,352
|
|
|
11,017
|
|
|
1,335
|
|
|||
Depreciation and amortization expense
|
|
31,827
|
|
|
28,878
|
|
|
2,949
|
|
|||
Loss on disposal or impairment of assets, net
|
|
282
|
|
|
—
|
|
|
282
|
|
|||
Total expenses
|
|
146,584
|
|
|
136,831
|
|
|
9,753
|
|
|||
Segment operating income
|
|
$
|
64,075
|
|
|
$
|
61,285
|
|
|
$
|
2,790
|
|
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
169,279
|
|
|
162,361
|
|
|
6,918
|
|
|||
Propane sold ($/gallon)
|
|
$
|
2.053
|
|
|
$
|
2.391
|
|
|
$
|
(0.338
|
)
|
Cost per propane sold ($/gallon)
|
|
$
|
1.073
|
|
|
$
|
1.436
|
|
|
$
|
(0.363
|
)
|
Propane product margin ($/gallon)
|
|
$
|
0.980
|
|
|
$
|
0.955
|
|
|
$
|
0.025
|
|
|
|
|
|
|
|
|
||||||
Distillates sold (gallons)
|
|
34,862
|
|
|
34,965
|
|
|
(103
|
)
|
|||
Distillates sold ($/gallon)
|
|
$
|
3.042
|
|
|
$
|
3.651
|
|
|
$
|
(0.609
|
)
|
Cost per distillates sold ($/gallon)
|
|
$
|
2.448
|
|
|
$
|
3.119
|
|
|
$
|
(0.671
|
)
|
Distillates product margin ($/gallon)
|
|
$
|
0.594
|
|
|
$
|
0.532
|
|
|
$
|
0.062
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
|
(in thousands, except per barrel and gallon amounts)
|
||||||||||
Refined products sales:
|
|
|
|
|
|
||||||
Revenues (1)
|
$
|
6,682,040
|
|
|
$
|
1,180,895
|
|
|
$
|
5,501,145
|
|
Cost of sales
|
6,574,545
|
|
|
1,172,754
|
|
|
5,401,791
|
|
|||
Product margin
|
107,495
|
|
|
8,141
|
|
|
99,354
|
|
|||
|
|
|
|
|
|
||||||
Renewables sales:
|
|
|
|
|
|
||||||
Revenues
|
473,885
|
|
|
176,781
|
|
|
297,104
|
|
|||
Cost of sales
|
461,996
|
|
|
171,422
|
|
|
290,574
|
|
|||
Product margin
|
11,889
|
|
|
5,359
|
|
|
6,530
|
|
|||
|
|
|
|
|
|
||||||
Service fee revenues
|
76,847
|
|
|
—
|
|
|
76,847
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Operating expenses
|
82,583
|
|
|
6,205
|
|
|
76,378
|
|
|||
General and administrative expenses
|
26,133
|
|
|
156
|
|
|
25,977
|
|
|||
Depreciation and amortization expense
|
32,948
|
|
|
625
|
|
|
32,323
|
|
|||
Total expenses
|
141,664
|
|
|
6,986
|
|
|
134,678
|
|
|||
Segment operating income
|
$
|
54,567
|
|
|
$
|
6,514
|
|
|
$
|
48,053
|
|
|
|
|
|
|
|
||||||
Refined products sold (barrels)
|
68,043
|
|
|
9,833
|
|
|
58,210
|
|
|||
Refined products sold ($/barrel)
|
$
|
98.203
|
|
|
$
|
120.095
|
|
|
$
|
(21.892
|
)
|
Cost per refined products sold ($/barrel)
|
$
|
96.623
|
|
|
$
|
119.267
|
|
|
$
|
(22.644
|
)
|
Refined products product margin ($/barrel)
|
$
|
1.580
|
|
|
$
|
0.828
|
|
|
$
|
0.752
|
|
Refined products product margin ($/gallon)
|
$
|
0.038
|
|
|
$
|
0.020
|
|
|
$
|
0.018
|
|
|
|
|
|
|
|
||||||
Renewable products sold (barrels)
|
5,318
|
|
|
3,593
|
|
|
1,725
|
|
|||
Renewable products sold ($/barrel)
|
$
|
89.110
|
|
|
$
|
49.202
|
|
|
$
|
39.908
|
|
Cost per renewable products sold ($/barrel)
|
$
|
86.874
|
|
|
$
|
47.710
|
|
|
$
|
39.164
|
|
Renewable products product margin ($/barrel)
|
$
|
2.236
|
|
|
$
|
1.492
|
|
|
$
|
0.744
|
|
Renewable products product margin ($/gallon)
|
$
|
0.053
|
|
|
$
|
0.036
|
|
|
$
|
0.017
|
|
|
(1)
|
Revenues include $1.1 million of intersegment sales during the year ended March 31, 2015 that are eliminated in our consolidated statement of operations.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Compressor leasing business (1)
|
|
$
|
133
|
|
|
$
|
2,336
|
|
|
$
|
(2,203
|
)
|
Natural gas business (2)
|
|
(262
|
)
|
|
1,363
|
|
|
(1,625
|
)
|
|||
Equity-based compensation expense
|
|
(32,767
|
)
|
|
(17,804
|
)
|
|
(14,963
|
)
|
|||
Acquisition expense
|
|
(7,382
|
)
|
|
(6,908
|
)
|
|
(474
|
)
|
|||
Other corporate expenses
|
|
(45,524
|
)
|
|
(23,104
|
)
|
|
(22,420
|
)
|
|||
Total
|
|
$
|
(85,802
|
)
|
|
$
|
(44,117
|
)
|
|
$
|
(41,685
|
)
|
|
(1)
|
Operating income of our compressor leasing business during the year ended March 31, 2014 includes a $4.4 million gain from the sale of the business in February 2014.
|
(2)
|
We acquired the natural gas business in our December 2013 acquisition of Gavilon Energy. We subsequently wound down the natural gas business and, as of March 31, 2014, this business has no revenue-generating activity.
|
|
Year Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Interest income (1)
|
$
|
4,575
|
|
|
$
|
1,365
|
|
Crude oil marketing arrangement (2)
|
(5,642
|
)
|
|
(1,064
|
)
|
||
Crude oil rail transloading facility (3)
|
31,600
|
|
|
—
|
|
||
Other (4)
|
6,638
|
|
|
(215
|
)
|
||
Other income, net
|
$
|
37,171
|
|
|
$
|
86
|
|
|
(1)
|
Relates primarily to
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party
and to
a loan receivable
from an equity method investee
.
|
(2)
|
Represents another party’s share of the profits generated from a joint crude oil marketing arrangement.
|
(3)
|
In October 2014, we announced plans to build a crude oil rail transloading facility, backed by executed producer commitments. Subsequent to executing these commitments, the producers
requested to be released from the commitments.
We agreed to release
the producers
from
their
commitments in return for a cash payment in March 2015 and additional cash payments over the next
five years
.
In addition,
one
of the producers committed to pay us a specified fee on each barrel of crude oil it produces in a specified basin over a period of
seven years
.
Upon execution of these agreements in March 2015, we recorded a gain of
$31.6 million
to other income
,
net of certain project abandonment costs.
|
(4)
|
During the year ended
March 31, 2015
,
we settled
two
separate contractual disputes and recorded
$5.5 million
of proceeds to other income
.
Also during the year ended
March 31, 2015
,
we offered to settle another contractual dispute, and recorded
$1.2 million
to other expense as an estimate of the probable loss.
|
|
|
Average Balance
Outstanding
|
|
Lowest
Balance
|
|
Highest
Balance
|
||||||
|
|
(in thousands)
|
||||||||||
Year Ended March 31, 2016:
|
|
|
|
|
|
|
||||||
Expansion capital borrowings
|
|
$
|
1,067,549
|
|
|
$
|
739,500
|
|
|
$
|
1,380,000
|
|
Working capital borrowings
|
|
640,928
|
|
|
469,000
|
|
|
756,000
|
|
|||
Year Ended March 31, 2015:
|
|
|
|
|
|
|
||||||
Expansion capital borrowings
|
|
$
|
435,752
|
|
|
$
|
114,000
|
|
|
$
|
830,000
|
|
Working capital borrowings
|
|
736,677
|
|
|
339,500
|
|
|
1,046,000
|
|
|||
TLP credit facility borrowings
(from July 1, 2014 through March 31, 2015)
|
|
250,346
|
|
|
228,000
|
|
|
259,700
|
|
|
|
Capital Expenditures
|
|||||||||
Year Ended March 31,
|
|
Expansion (1)
|
|
Maintenance (2)
|
|
Total
|
|||||
|
|
(in thousands)
|
|||||||||
2016
|
|
$
|
613,598
|
|
|
42,001
|
|
|
$
|
655,599
|
|
2015
|
|
169,207
|
|
|
40,746
|
|
|
209,953
|
|
||
2014
|
|
132,948
|
|
|
32,200
|
|
|
165,148
|
|
|
(1)
|
Includes expansion capital expenditures for TLP of
$13.6 million
and
$3.7 million
during the years ended
March 31, 2016
and
2015
, respectively.
|
(2)
|
Includes maintenance capital expenditures for TLP of
$11.6 million
and
$9.8 million
during the years ended
March 31, 2016
and
2015
, respectively.
|
|
|
Year Ended March 31,
|
||||||||||
Cash Flows Provided by (Used in):
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Operating activities, before changes in operating assets and liabilities
|
|
$
|
226,881
|
|
|
$
|
107,599
|
|
|
$
|
243,576
|
|
Changes in operating assets and liabilities
|
|
124,614
|
|
|
154,792
|
|
|
(158,340
|
)
|
|||
Operating activities
|
|
$
|
351,495
|
|
|
$
|
262,391
|
|
|
$
|
85,236
|
|
Investing activities
|
|
(445,327
|
)
|
|
(1,366,221
|
)
|
|
(1,455,373
|
)
|
|||
Financing activities
|
|
80,705
|
|
|
1,134,693
|
|
|
1,369,016
|
|
•
|
a
$726.3 million
decrease
in cash paid for acquisitions during the
year
ended
March 31, 2016
as cash paid for acquisitions during the
year
ended
March 31, 2015
included
$580.7 million
for the acquisition of TransMontaigne;
|
•
|
a
$343.1 million
increase due to proceeds received from the sale of the general partner interest in TLP during the
year
ended
March 31, 2016
;
|
•
|
a
$310.0 million
decrease for the purchase of the remaining equity interest in Grand Mesa during the
year
ended
March 31, 2015
;
|
•
|
a
$59.6 million
decrease related to
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party
; and
|
•
|
a
$24.2 million
decrease for the purchase of certain refined product pipeline capacity allocations from other shippers during the
year
ended
March 31, 2015
.
|
•
|
an
increase
in capital expenditures from
$203.8 million
during the
year
ended
March 31, 2015
,
$163.0 million
of which was expansion capital (of this expansion capital,
$3.7 million
related to TLP) and
$40.8 million
of which was maintenance capital (of this maintenance capital,
$9.8 million
related to TLP), to
$536.9 million
during the
year
ended
March 31, 2016
,
$494.9 million
of which was expansion capital (of this expansion capital,
$13.6 million
related to TLP) and
$42.0 million
of which was maintenance capital (of this maintenance capital,
$11.6 million
related to TLP);
|
•
|
a $125.0 million increase due to the purchase of a 37.5% undivided interest in a crude oil pipeline from Colorado to Oklahoma (see “
Recent Developments
” above) during the
year
ended
March 31, 2016
; and
|
•
|
a
$93.5 million
decrease
in cash flows from derivatives.
|
•
|
a $307.9 million decrease in cash paid for acquisitions during the year ended March 31, 2015; and
|
•
|
a $235.1 million increase in cash flows from derivatives.
|
•
|
a $310.0 million increase for the purchase of the remaining equity interest in Grand Mesa during the year ended March 31, 2015;
|
•
|
a $61.9 million increase related to
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party
;
|
•
|
an increase in capital expenditures from $165.1 million during the year ended March 31, 2014, $132.9 million of which was expansion capital and $32.2 million of which was maintenance capital, to $203.8 million during the year ended March 31, 2015, $163.0 million of which was expansion capital (of this expansion capital, $3.7 million related to TLP) and $40.8 million of which was maintenance capital (of this maintenance capital, $9.8 million related to TLP);
|
•
|
a $24.2 million increase for the purchase of certain refined product pipeline capacity allocations from other shippers during the year ended March 31, 2015; and
|
•
|
a $22.0 million increase in contributions to unconsolidated entities during the year ended March 31, 2015 due primarily to our investment in BOSTCO which we acquired as part of our July 2014 acquisition of TransMontaigne.
|
•
|
$541.1 million
in proceeds received from the sale of our common units during the
year
ended
March 31, 2015
;
|
•
|
$400.0 million
in proceeds received from the issuance of the 2019 Notes during the
year
ended
March 31, 2015
;
|
•
|
an
$88.0 million
increase
in distributions paid to our partners and noncontrolling interest owners during the
year
ended
March 31, 2016
; and
|
•
|
$43.4 million
in repurchases of a portion of our senior notes during the fourth quarter of fiscal year 2016.
|
•
|
a $123.8 million increase in distributions paid to our partners and noncontrolling interest owners during the year ended March 31, 2015;
|
•
|
a $109.0 million decrease in the proceeds received from the sale of our common units during the year ended March 31, 2015 as more of our common units were issued during the year ended March 31, 2014 to fund acquisitions; and
|
•
|
a $50.0 million decrease in the proceeds received from debt issuances during the years ended March 31, 2015 and 2014.
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount
Per Unit
|
|
Amount Paid To
Limited Partners
|
|
Amount Paid To
General Partner
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
||||||
April 25, 2013
|
|
May 6, 2013
|
|
May 15, 2013
|
|
$
|
0.4775
|
|
|
$
|
25,605
|
|
|
$
|
1,189
|
|
July 25, 2013
|
|
August 5, 2013
|
|
August 14, 2013
|
|
0.4938
|
|
|
31,725
|
|
|
1,739
|
|
|||
October 23, 2013
|
|
November 4, 2013
|
|
November 14, 2013
|
|
0.5113
|
|
|
35,908
|
|
|
2,491
|
|
|||
January 24, 2014
|
|
February 4, 2014
|
|
February 14, 2014
|
|
0.5313
|
|
|
42,150
|
|
|
4,283
|
|
|||
April 24, 2014
|
|
May 5, 2014
|
|
May 15, 2014
|
|
0.5513
|
|
|
43,737
|
|
|
5,754
|
|
|||
July 24, 2014
|
|
August 4, 2014
|
|
August 14, 2014
|
|
0.5888
|
|
|
52,036
|
|
|
9,481
|
|
|||
October 24, 2014
|
|
November 4, 2014
|
|
November 14, 2014
|
|
0.6088
|
|
|
53,902
|
|
|
11,141
|
|
|||
January 26, 2015
|
|
February 6, 2015
|
|
February 13, 2015
|
|
0.6175
|
|
|
54,684
|
|
|
11,860
|
|
|||
April 24, 2015
|
|
May 5, 2015
|
|
May 15, 2015
|
|
0.6250
|
|
|
59,651
|
|
|
13,446
|
|
|||
July 23, 2015
|
|
August 3, 2015
|
|
August 14, 2015
|
|
0.6325
|
|
|
66,248
|
|
|
15,483
|
|
|||
October 22, 2015
|
|
November 3, 2015
|
|
November 13, 2015
|
|
0.6400
|
|
|
67,313
|
|
|
16,277
|
|
|||
January 21, 2016
|
|
February 3, 2016
|
|
February 15, 2016
|
|
0.6400
|
|
|
67,310
|
|
|
16,279
|
|
|||
April 21, 2016
|
|
May 3, 2016
|
|
May 13, 2016
|
|
0.3900
|
|
|
40,626
|
|
|
70
|
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount
Per Unit
|
|
Amount Paid
To NGL
|
|
Amount Paid To
Noncontrolling
Interest Owners
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
||||||
October 13, 2014
|
|
October 31, 2014
|
|
November 7, 2014
|
|
$
|
0.6650
|
|
|
$
|
4,010
|
|
|
$
|
8,614
|
|
January 8, 2015
|
|
January 30, 2015
|
|
February 6, 2015
|
|
0.6650
|
|
|
4,010
|
|
|
8,614
|
|
|||
April 13, 2015
|
|
April 30, 2015
|
|
May 7, 2015
|
|
0.6650
|
|
|
4,007
|
|
|
8,617
|
|
|||
July 13, 2015
|
|
July 31, 2015
|
|
August 7, 2015
|
|
0.6650
|
|
|
4,007
|
|
|
8,617
|
|
|||
October 12, 2015
|
|
October 30, 2015
|
|
November 6, 2015
|
|
0.6650
|
|
|
4,007
|
|
|
8,617
|
|
|||
January 19, 2016
|
|
January 29, 2016
|
|
February 8, 2016
|
|
0.6700
|
|
|
4,104
|
|
|
8,681
|
|
|
|
|
|
Years Ending March 31,
|
|
|
||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Principal payments on long-term debt —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expansion capital borrowings
|
|
$
|
1,229,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,229,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital borrowings
|
|
618,500
|
|
|
—
|
|
|
—
|
|
|
618,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
2019 Notes
|
|
388,467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
388,467
|
|
|
—
|
|
|
—
|
|
|||||||
2021 Notes
|
|
388,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
388,289
|
|
|||||||
2022 Notes
|
|
250,000
|
|
|
—
|
|
|
25,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
75,000
|
|
|||||||
Other long-term debt
|
|
61,488
|
|
|
7,899
|
|
|
7,143
|
|
|
6,053
|
|
|
5,621
|
|
|
34,671
|
|
|
101
|
|
|||||||
Interest payments on long-term debt —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving Credit Facility (1)
|
|
149,937
|
|
|
57,668
|
|
|
57,668
|
|
|
34,601
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
2019 Notes
|
|
70,639
|
|
|
20,226
|
|
|
20,165
|
|
|
20,165
|
|
|
10,083
|
|
|
—
|
|
|
—
|
|
|||||||
2021 Notes
|
|
160,731
|
|
|
27,256
|
|
|
26,695
|
|
|
26,695
|
|
|
26,695
|
|
|
26,695
|
|
|
26,695
|
|
|||||||
2022 Notes
|
|
66,500
|
|
|
16,625
|
|
|
16,209
|
|
|
13,300
|
|
|
9,975
|
|
|
6,650
|
|
|
3,741
|
|
|||||||
Other long-term debt
|
|
14,257
|
|
|
3,739
|
|
|
3,323
|
|
|
2,908
|
|
|
2,521
|
|
|
1,762
|
|
|
4
|
|
|||||||
Letters of credit
|
|
45,418
|
|
|
—
|
|
|
—
|
|
|
45,418
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Future minimum lease payments under noncancelable operating leases
|
|
647,759
|
|
|
136,065
|
|
|
120,723
|
|
|
98,266
|
|
|
87,569
|
|
|
77,821
|
|
|
127,315
|
|
|||||||
Future minimum throughput payments under noncancelable agreements (2)
|
|
200,734
|
|
|
53,024
|
|
|
53,042
|
|
|
52,250
|
|
|
42,418
|
|
|
—
|
|
|
—
|
|
|||||||
Construction commitments (3)
|
|
126,800
|
|
|
126,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Fixed-price commodity purchase commitments (4)
|
|
50,249
|
|
|
50,047
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Index-price commodity purchase commitments (5)
|
|
883,908
|
|
|
685,092
|
|
|
92,891
|
|
|
73,928
|
|
|
31,997
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
5,353,176
|
|
|
$
|
1,184,441
|
|
|
$
|
423,061
|
|
|
$
|
2,271,584
|
|
|
$
|
655,346
|
|
|
$
|
197,599
|
|
|
$
|
621,145
|
|
|
(1)
|
The estimated interest payments on our Revolving Credit Facility are based on principal and letters of credit outstanding at
March 31, 2016
. See
Note 8
to our consolidated financial statements included in this Annual Report for additional information on our Credit Agreement.
|
(2)
|
We have executed noncancelable agreements with crude oil and refined products pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity.
|
(3)
|
At
March 31, 2016
, we had the following construction commitments:
|
•
|
As discussed above, in November 2015, we reached an agreement with Saddlehorn to jointly construct, own and operate the Joint Pipeline. At
March 31, 2016
, our share of the remaining total construction costs for the Joint Pipeline is approximately
$39 million
.
We expect the Joint Pipeline to be operational
beginning in the third quarter of fiscal year 2017.
|
•
|
As part of the Joint Pipeline project, we will have some assets connected to the Joint Pipeline. At
March 31, 2016
, the remaining costs for these assets are approximately
$80.6 million
. We expect these assets to be completed during the third quarter of fiscal year 2017.
|
•
|
In February 2015, we acquired 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
|
|
Crude Oil
|
|
Natural Gas Liquids
|
||||||||||
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
2017
|
$
|
41,756
|
|
|
1,077
|
|
|
$
|
8,291
|
|
|
21,574
|
|
2018
|
—
|
|
|
—
|
|
|
202
|
|
|
504
|
|
||
Total
|
$
|
41,756
|
|
|
1,077
|
|
|
$
|
8,493
|
|
|
22,078
|
|
|
Crude Oil
|
|
Natural Gas Liquids
|
||||||||||
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
2017
|
$
|
319,761
|
|
|
9,187
|
|
|
$
|
365,331
|
|
|
855,645
|
|
2018
|
92,745
|
|
|
2,640
|
|
|
146
|
|
|
300
|
|
||
2019
|
73,928
|
|
|
1,825
|
|
|
—
|
|
|
—
|
|
||
2020
|
31,997
|
|
|
1,070
|
|
|
—
|
|
|
—
|
|
||
Total
|
$
|
518,431
|
|
|
14,722
|
|
|
$
|
365,477
|
|
|
855,945
|
|
Natural gas liquids fixed-price (gallons)
|
|
85,162
|
|
Natural gas liquids index-price (gallons)
|
|
312,198
|
|
Crude oil fixed-price (barrels)
|
|
2,107
|
|
Crude oil index-price (barrels)
|
|
18,754
|
|
|
Increase
(Decrease)
To Fair Value
|
||
Crude oil (crude oil logistics segment)
|
$
|
(6,163
|
)
|
Crude oil (water solutions segment)
|
(2,656
|
)
|
|
Propane (liquids segment)
|
963
|
|
|
Other products (liquids segment)
|
(296
|
)
|
|
Refined products (refined products and renewables segment)
|
(24,736
|
)
|
|
Renewables (refined products and renewables segment)
|
(4,508
|
)
|
|
Canadian dollars (liquids segment)
|
945
|
|
•
|
experience in business, government, education, technology or public interests;
|
•
|
high-level managerial experience in large organizations;
|
•
|
breadth of knowledge regarding our business and industry;
|
•
|
specific skills, experience or expertise related to an area of importance to us, such as energy production, consumption, distribution or transportation, government, policy, finance or law;
|
•
|
moral character and integrity;
|
•
|
commitment to our unitholders’ interests;
|
•
|
ability to provide insights and practical wisdom based on experience and expertise;
|
•
|
ability to read and understand financial statements; and
|
•
|
ability to devote the time necessary to carry out the duties of a director, including attendance at meetings and consultation on partnership matters.
|
Name
|
|
Age
|
|
Position with NGL Energy Holdings LLC
|
H. Michael Krimbill
|
|
62
|
|
Chief Executive Officer and Director
|
Robert W. Karlovich III
|
|
39
|
|
Chief Financial Officer and Treasurer
|
James J. Burke
|
|
60
|
|
President and Director
|
Shawn W. Coady
|
|
54
|
|
President and Chief Operating Officer, Retail Division and Director
|
Vincent J. Osterman
|
|
59
|
|
President, Eastern Retail Propane Operations and Director
|
Christopher Beall
|
|
41
|
|
Director
|
James M. Collingsworth
|
|
61
|
|
Director
|
Stephen L. Cropper
|
|
66
|
|
Director
|
Bryan K. Guderian
|
|
56
|
|
Director
|
James C. Kneale
|
|
64
|
|
Director
|
John T. Raymond
|
|
45
|
|
Director
|
Patrick Wade
|
|
46
|
|
Director
|
•
|
retain and terminate our independent registered public accounting firm;
|
•
|
approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm; and
|
•
|
establish policies and procedures for the pre-approval of all non-audit services and tax services to be rendered by our independent registered public accounting firm.
|
•
|
establishing the general partner’s compensation philosophy and objectives;
|
•
|
approving the compensation of the Chief Executive Officer;
|
•
|
making recommendations to the board of directors with respect to the compensation of other officers and directors; and
|
•
|
reviewing and making recommendations to the board of directors with respect to incentive compensation and equity-based plans.
|
•
|
H. Michael Krimbill–Chief Executive Officer
|
•
|
Robert W. Karlovich III–Chief Financial Officer (effective February 22, 2016)
|
•
|
James J. Burke–President
|
•
|
Shawn W. Coady–President and Chief Operating Officer, Retail Division
|
•
|
Vincent J. Osterman–President, Eastern Retail Propane Operations
|
•
|
Atanas H. Atanasov–Chief Financial Officer and Treasurer (resigned effective February 5, 2016)
|
•
|
Attract and retain
individuals with the background and skills necessary to successfully execute our business strategies;
|
•
|
Motivate
those individuals to reach short-term and long-term goals in a way that aligns their interests with the interests of our unitholders; and
|
•
|
Reward
success in reaching those goals.
|
•
|
Entered into an agreement with Saddlehorn Pipeline Company, LLC to combine pipeline projects to transport crude oil from Weld County, Colorado to Cushing Oklahoma, of which we will own a 37.5% undivided interest in the pipeline; and
|
•
|
We sold our general partner interest in TLP for $350 million.
|
•
|
We paid no cash bonuses to our named executive officers during fiscal year 2016.
|
•
|
The salaries of most of our named executive officers remain below the median of our benchmark peer group. This enables us to grant more performance-based compensation to maintain competitive total compensation packages.
|
•
|
We introduced a new performance-based restricted unit program for which no payout will be made unless the return on our common units exceeds the median returns for a specified peer group over specified periods of time.
|
•
|
Majority of officer pay is at risk incentive compensation based on annual financial performance and growth in unitholder value;
|
•
|
Equity-based incentives are the largest single component of officer compensation;
|
•
|
Certain of the officers’ equity awards are subject to achievement of above-median total unitholder return relative to our performance peer group;
|
•
|
No excise tax gross-ups; and
|
•
|
Compensation committee engages an independent compensation adviser.
|
•
|
Role of Management:
Our Chief Executive Officer also provides periodic recommendations to the compensation committee and the board of directors regarding the compensation of our other named executive officers.
|
•
|
Role of the Compensation Committee’s Consultant:
In carrying out its responsibilities for establishing, implementing and monitoring the effectiveness of our executive compensation philosophy, plans and programs, our compensation committee has the authority to engage outside experts to assist in its deliberations. During fiscal year 2016, the compensation committee received compensation advice and data from Pearl Meyer & Partners (“PM&P”). PM&P conducted a competitive review of the principal components of compensation for our executives, including our named executive officers. PM&P also provided input on peer group selection (compensation and performance peers), and short and long-term incentive plan design. The compensation committee reviewed the services provided by PM&P and determined that they are independent in providing executive compensation consulting services. In making this determination, the compensation committee noted that during fiscal year 2016:
|
◦
|
PM&P did not provide any services to the Partnership or management other than compensation consulting services requested by or with the approval of the compensation committee;
|
◦
|
PM&P does not provide, directly or indirectly through affiliates, any non-compensation services such as pension consulting or human resource outsourcing;
|
◦
|
PM&P maintains a conflicts policy, which was provided to the compensation committee with specific policies and procedures designed to ensure independence;
|
◦
|
Fees paid to PM&P by the Partnership during fiscal year 2016 were less than 1% of PM&P’s total revenue;
|
◦
|
None of the PM&P consultants working on Partnership matters had any business or personal relationship with compensation committee members;
|
◦
|
None of the PM&P consultants working on Partnership matters (or any consultants at PM&P) had any business or personal relationship with any executive officer of the Partnership; and
|
◦
|
None of the PM&P consultants working on Partnership matters own Partnership interests.
|
|
|
|
|
|
|
Objective Supported
|
||||
Element
|
|
Primary Purpose
|
|
How Amount Determined
|
|
Attract &
Retain
|
|
Motivate &
Pay for
Performance
|
|
Unitholder
Alignment
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
Fixed income to compensate executive officers for their level of responsibility, expertise and experience
|
|
Based on competition in the marketplace for executive talent and abilities
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Bonus Awards
|
|
Rewards achievement of specific annual financial and operational performance goals
|
|
Based on the named executive officer’s relative contribution to achieving or exceeding annual goals
|
|
X
|
|
X
|
|
X
|
|
|
Recognizes individual contributions to our performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Equity Incentive Awards
|
|
Motivates and rewards the achievement of long-term performance goals, including increasing the market price of our common units and the quarterly distributions to our unitholders
|
|
Based on the named executive officer’s expected contribution to long-term performance goals
|
|
X
|
|
X
|
|
X
|
|
|
Provides a forfeitable long-term incentive to encourage executive retention
|
|
|
|
|
|
|
|
|
•
|
Mr. Krimbill’s initial base salary of $120,000 was originally determined as part of the negotiations for our formation transactions. In setting the base salaries, the parties considered various factors, including the compensation needed to attract or retain the officers, the historical compensation of the officers, and each officer’s expected individual contribution to our performance. At the request of Mr. Krimbill, the parties agreed that he should receive a lower base salary than our other executive officers at the time because, as our Chief Executive Officer, a significant portion of his compensation should be performance-based, to further align his interests with the interests of our unitholders. In February 2012, the base salary of Mr. Krimbill was reduced to $60,000, based on our operating and financial performance as a result of an unusually warm winter. The base salary of Mr. Krimbill was restored to $120,000 effective November 12, 2012. Effective July 1, 2014, the Board of
|
•
|
Mr. Karlovich’s base salary of $400,000 was negotiated prior to his joining our management team in February 2016.
|
•
|
Mr. Burke’s base salary of $353,000 became effective on June 19, 2012 when Mr. Burke joined our management team upon completion of our merger with High Sierra. Mr. Burke’s base salary was increased to $375,000 in July 2013 and to $384,000 in June 2014. Mr. Burke was given a lower salary increase than the other named executive officers, based on the fact that his salary is higher relative to the benchmark peer group than the other named executive officers (his current salary is close to the 50th percentile of the peer group).
|
•
|
Dr. Coady’s base salary of $300,000 was determined as part of the negotiations for our formation transactions. In February 2012, the base salary of Dr. Coady was reduced to $200,000 based on our operating and financial performance as a result of an unusually warm winter. The base salary of Dr. Coady was restored to $300,000 effective November 12, 2012. Dr. Coady’s base salary was increased to $315,000 in July 2014, in consideration of the fact that his salary was low relative to the benchmark peer group.
|
•
|
Mr. Osterman’s initial base salary of $125,000 was negotiated at the time Mr. Osterman joined our management team upon completion of our acquisition of Osterman Propane. Mr. Osterman’s salary was increased to $200,000 in January 2013 and to $250,000 in July 2013, in consideration of the fact that his salary was low relative to the benchmark peer group.
|
•
|
Mr. Atanasov’s base salary of $195,000 was negotiated prior to his joining our management team in November 2011. The base salary of Mr. Atanasov was increased to $250,000 in July 2013 and to $300,000 in July 2014, in consideration of the fact that his salary was low relative to the benchmark peer group.
|
|
|
Unvested Units
at March 31, 2015
|
|
Units Granted
|
|
Units Vested
|
|
Units Forfeited
|
|
Unvested Units
at March 31, 2016
|
|||||
H. Michael Krimbill (1)
|
|
—
|
|
|
213,573
|
|
|
(71,191
|
)
|
|
—
|
|
|
142,382
|
|
Robert W. Karlovich III (2)
|
|
—
|
|
|
75,000
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
James J. Burke (3)
|
|
45,000
|
|
|
25,000
|
|
|
(25,000
|
)
|
|
—
|
|
|
45,000
|
|
Shawn W. Coady (3)
|
|
45,000
|
|
|
25,000
|
|
|
(25,000
|
)
|
|
—
|
|
|
45,000
|
|
Vincent J. Osterman (3)
|
|
45,000
|
|
|
25,000
|
|
|
(25,000
|
)
|
|
—
|
|
|
45,000
|
|
Atanas H. Atanasov (4)
|
|
36,000
|
|
|
8,333
|
|
|
(20,333
|
)
|
|
(24,000
|
)
|
|
—
|
|
|
(1)
|
Mr. Krimbill was granted 213,573 Service Awards on April 23, 2015.
|
(2)
|
Mr. Karlovich was granted 75,000 Service Awards on February 22, 2016.
|
(3)
|
Mr. Burke, Dr. Coady and Mr. Osterman were each granted 10,000 Service Awards on July 1, 2015 and 15,000 Service Awards on February 18, 2016.
|
(4)
|
Mr. Atanasov was granted 8,333 Service Awards on July 1, 2015 and forfeited all outstanding Service Awards upon his resignation from employment.
|
|
|
Service Award Units by Vesting Date
|
|
Total
Unvested Units
|
||||||||
|
|
July 1, 2016
|
|
July 1, 2017
|
|
July 1, 2018
|
|
at March 31, 2016
|
||||
H. Michael Krimbill
|
|
71,191
|
|
|
71,191
|
|
|
—
|
|
|
142,382
|
|
Robert W. Karlovich III
|
|
25,000
|
|
|
25,000
|
|
|
25,000
|
|
|
75,000
|
|
James J. Burke
|
|
30,000
|
|
|
15,000
|
|
|
—
|
|
|
45,000
|
|
Shawn W. Coady
|
|
30,000
|
|
|
15,000
|
|
|
—
|
|
|
45,000
|
|
Vincent J. Osterman
|
|
30,000
|
|
|
15,000
|
|
|
—
|
|
|
45,000
|
|
|
|
Maximum Performance Award Units
by Vesting Date
|
|
|
||||||||
|
|
July 1, 2015
|
|
July 1, 2016
|
|
July 1, 2017
|
|
Total
|
||||
H. Michael Krimbill
|
|
142,382
|
|
|
142,382
|
|
|
142,382
|
|
|
427,146
|
|
Atanas H. Atanasov
|
|
24,000
|
|
|
24,000
|
|
|
24,000
|
|
|
72,000
|
|
James J. Burke
|
|
30,000
|
|
|
30,000
|
|
|
30,000
|
|
|
90,000
|
|
Shawn W. Coady
|
|
30,000
|
|
|
30,000
|
|
|
30,000
|
|
|
90,000
|
|
Vincent J. Osterman
|
|
30,000
|
|
|
30,000
|
|
|
30,000
|
|
|
90,000
|
|
Vesting Date of Tranche
|
|
Performance Period for Tranche
|
July 1, 2015
|
|
July 1, 2012 through June 30, 2015
|
July 1, 2016
|
|
July 1, 2013 through June 30, 2016
|
July 1, 2017
|
|
July 1, 2014 through June 30, 2017
|
Our Relative TUR Percentile Ranking
|
|
Payout (% of Target Units)
|
Less than 50th percentile
|
|
—%
|
Between the 50th and 75th percentile
|
|
50%–100%
|
Between the 75th and 90th percentile
|
|
100%–200%
|
Above the 90% percentile
|
|
200%
|
•
|
Compensation surveys including data from published compensation surveys representative of other energy industry and broader general industry companies with revenues of between $1 billion and $6 billion; and
|
•
|
Peer group data including pay data from 10-K and proxy filings for a group of 20 publicly traded midstream oil & gas partnerships of similar size and scope to us.
|
AmeriGas Partners LP
|
|
Enbridge Energy Partners, L.P.
|
|
Crosstex Energy LP
|
Ferrellgas Partners LP
|
|
NuStar Energy L.P.
|
|
DCP Midstream Partners LP
|
Star Gas Partners, L.P.
|
|
Targa Resources Partners LP
|
|
Martin Midstream Partners LP
|
Suburban Propane Partners, L.P.
|
|
Buckeye Partners, L.P.
|
|
Regency Energy Partners LP
|
ONEOK Partners, L.P.
|
|
Genesis Energy LP
|
|
Boardwalk Pipeline Partners, LP
|
Kinder Morgan Energy Partners, L.P.
|
|
Crestwood Midstream Partners LP
|
|
Western Gas Partners LP
|
Williams Partners L.P.
|
|
Magellan Midstream Partners LP
|
|
|
|
Members of the Compensation Committee:
|
|
|
|
Stephen L. Cropper (Chairman)
|
|
Bryan K. Guderian
|
|
James C. Kneale
|
Name and Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus (1)
($)
|
|
Restricted
Unit
Awards (Service and Performance Awards) (2)
($)
|
|
All Other
Compensation (3)
($)
|
|
Total
($)
|
|||||
H. Michael Krimbill
|
|
2016
|
|
350,000
|
|
|
—
|
|
|
8,319,437
|
|
|
7,539
|
|
|
8,676,976
|
|
Chief Executive Officer
|
|
2015
|
|
292,500
|
|
|
—
|
|
|
—
|
|
|
9,319
|
|
|
301,819
|
|
|
|
2014
|
|
117,693
|
|
|
475,000
|
|
|
—
|
|
|
6,493
|
|
|
599,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Robert W. Karlovich III
|
|
2016
|
|
30,769
|
|
|
—
|
|
|
419,250
|
|
|
—
|
|
|
450,019
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
James J. Burke (4)
|
|
2016
|
|
375,000
|
|
|
—
|
|
|
1,047,241
|
|
|
27,898
|
|
|
1,450,139
|
|
President
|
|
2015
|
|
381,750
|
|
|
—
|
|
|
602,270
|
|
|
26,467
|
|
|
1,010,487
|
|
|
|
2014
|
|
367,385
|
|
|
450,000
|
|
|
—
|
|
|
24,651
|
|
|
842,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Shawn W. Coady
|
|
2016
|
|
315,000
|
|
|
—
|
|
|
1,047,241
|
|
|
9,329
|
|
|
1,371,570
|
|
President and Chief Operating
|
|
2015
|
|
311,250
|
|
|
—
|
|
|
1,331,501
|
|
|
19,153
|
|
|
1,661,904
|
|
Officer, Retail Division
|
|
2014
|
|
300,000
|
|
|
200,000
|
|
|
—
|
|
|
19,630
|
|
|
519,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vincent J. Osterman (5)
|
|
2016
|
|
250,000
|
|
|
—
|
|
|
1,047,241
|
|
|
30,906
|
|
|
1,328,147
|
|
President, Eastern Retail
|
|
2015
|
|
250,000
|
|
|
—
|
|
|
1,331,501
|
|
|
31,763
|
|
|
1,613,264
|
|
Propane Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Atanas H. Atanasov (6)
|
|
2016
|
|
265,385
|
|
|
50,000
|
|
|
752,755
|
|
|
8,885
|
|
|
1,077,025
|
|
Former Chief Financial Officer
|
|
2015
|
|
287,500
|
|
|
—
|
|
|
864,664
|
|
|
9,346
|
|
|
1,161,510
|
|
|
|
2014
|
|
232,500
|
|
|
195,000
|
|
|
259,696
|
|
|
7,038
|
|
|
694,234
|
|
|
(1)
|
Amounts for fiscal year 2014 include discretionary bonuses paid in fiscal year 2014 based on contributions of the individuals since the time they joined the Partnership through the date of the bonus and based on expectations of future performance.
|
(2)
|
The fair values of the restricted units shown in the table above were calculated based on the closing market prices of our common units on the grant dates, with adjustments made to reflect the fact that the restricted units are not entitled to distributions during the vesting period. The impact of the lack of distribution rights during the vesting period was estimated using the value of the most recent distribution prior to the grant date and assumptions that a market participant might make about future distribution growth. This calculation of fair value is consistent with the provisions of Accounting Standards Codification 718 Stock Compensation. The following table summarizes these amounts:
|
Name
|
|
Service Award
Grant Date
Fair Value
|
|
Performance Award
Grant Date
Fair Value
|
|
Total
Grant Date
Fair Value
|
|
Performance Awards
at Maximum Value
|
||||||||
H. Michael Krimbill
|
|
$
|
4,624,567
|
|
|
$
|
3,694,870
|
|
|
$
|
8,319,437
|
|
|
$
|
7,389,740
|
|
Robert W. Karlovich III
|
|
419,250
|
|
|
—
|
|
|
419,250
|
|
|
—
|
|
||||
James J. Burke
|
|
413,050
|
|
|
650,591
|
|
|
1,063,641
|
|
|
1,301,181
|
|
||||
Shawn W. Coady
|
|
413,050
|
|
|
650,591
|
|
|
1,063,641
|
|
|
1,301,181
|
|
||||
Vincent J. Osterman
|
|
413,050
|
|
|
650,591
|
|
|
1,063,641
|
|
|
1,301,181
|
|
||||
Atanas H. Atanasov
|
|
245,949
|
|
|
520,472
|
|
|
766,421
|
|
|
1,040,945
|
|
(3)
|
The amounts in this column include matching contributions to our 401(k) plan. Amounts for Mr. Burke include a club membership and a car allowance. Amounts for Dr. Coady include the incremental cost of the use of a company car, including depreciation, maintenance, insurance, and fuel. Amounts for Mr. Osterman include propane provided to him and to members of his family (valued for this purpose at the cost of the propane to NGL). The following table summarizes these amounts:
|
Name
|
|
Fiscal
Year
|
|
401(k)
Match
|
|
Car
Allowance
|
|
Club
Membership
|
|
Propane
|
|
Total Other
Compensation
|
||||||||||
James J. Burke
|
|
2016
|
|
$
|
10,774
|
|
|
$
|
9,000
|
|
|
$
|
8,124
|
|
|
$
|
—
|
|
|
$
|
27,898
|
|
|
|
2015
|
|
9,343
|
|
|
9,000
|
|
|
8,124
|
|
|
—
|
|
|
26,467
|
|
|||||
|
|
2014
|
|
7,527
|
|
|
9,000
|
|
|
8,124
|
|
|
—
|
|
|
24,651
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shawn W. Coady
|
|
2016
|
|
9,329
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,329
|
|
|||||
|
|
2015
|
|
9,796
|
|
|
9,357
|
|
|
—
|
|
|
—
|
|
|
19,153
|
|
|||||
|
|
2014
|
|
8,750
|
|
|
10,880
|
|
|
—
|
|
|
—
|
|
|
19,630
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Vincent J. Osterman
|
|
2016
|
|
4,038
|
|
|
—
|
|
|
—
|
|
|
26,868
|
|
|
30,906
|
|
|||||
|
|
2015
|
|
18,468
|
|
|
—
|
|
|
—
|
|
|
13,295
|
|
|
31,763
|
|
(4)
|
Mr. Burke joined our management team upon completion of our merger with High Sierra on June 19, 2012.
|
(5)
|
Mr. Osterman was not a named executive officer prior to fiscal year 2015.
|
(6)
|
Mr. Atanasov resigned as Chief Financial Officer effective February 5, 2016.
|
|
|
|
|
|
|
Estimated Future Payouts Under Performance Awards (1)
|
|
|
|||||||||
Name
|
|
Grant Date
|
|
Total Number of Service Award Units
|
|
Threshold
(#) 50%
|
|
Target
(#) 100%
|
|
Maximum
(#) 200%
|
|
Grant Date
Fair Value of
Service Award Units
($)(2)(3)
|
|||||
H. Michael Krimbill
|
|
April 23, 2015
|
|
213,573
|
|
|
|
|
|
|
|
|
4,624,567
|
|
|||
|
|
April 23, 2015
|
|
|
|
106,786
|
|
|
213,573
|
|
|
427,146
|
|
|
3,694,870
|
|
|
Robert W. Karlovich III
|
|
February 22, 2016
|
|
75,000
|
|
|
|
|
|
|
|
|
419,250
|
|
|||
James J. Burke
|
|
April 17, 2015
|
|
|
|
22,500
|
|
|
45,000
|
|
|
90,000
|
|
|
650,591
|
|
|
|
|
July 1, 2015
|
|
10,000
|
|
|
|
|
|
|
|
|
295,150
|
|
|||
|
|
February 18, 2016
|
|
15,000
|
|
|
|
|
|
|
|
|
117,900
|
|
|||
Shawn W. Coady
|
|
April 17, 2015
|
|
|
|
22,500
|
|
|
45,000
|
|
|
90,000
|
|
|
650,591
|
|
|
|
|
July 1, 2015
|
|
10,000
|
|
|
|
|
|
|
|
|
295,150
|
|
|||
|
|
February 18, 2016
|
|
15,000
|
|
|
|
|
|
|
|
|
117,900
|
|
|||
Vincent J. Osterman
|
|
April 17, 2015
|
|
|
|
22,500
|
|
|
45,000
|
|
|
90,000
|
|
|
650,591
|
|
|
|
|
July 1, 2015
|
|
10,000
|
|
|
|
|
|
|
|
|
295,150
|
|
|||
|
|
February 18, 2016
|
|
15,000
|
|
|
|
|
|
|
|
|
117,900
|
|
|||
Atanas H. Atanasov
|
|
April 17, 2015
|
|
|
|
18,000
|
|
|
36,000
|
|
|
72,000
|
|
|
520,472
|
|
|
|
|
July 1, 2015
|
|
8,333
|
|
|
|
|
|
|
|
|
245,949
|
|
|
(1)
|
Amounts reported in the (a) “Threshold” column reflect the threshold number of Performance Awards (at 50% of target) that may be earned (assuming a relative TUR at the 50th percentile), (b) “Target” column reflect the target number of performance awards, or 100%, that may be earned (assuming a relative TUR at the 75th percentile) and (c) “Maximum” column reflect 200% of the target performance awards that may be earned (assuming a relative TUR greater than the 90th percentile). The number of common units actually received by a named executive officer with respect to a Performance Award may vary based on the Partnership’s relative TUP as compared to the TUR of the performance peer group. The Performance Awards are described above under “Long-Term Equity Incentive Awards” in the Compensation Discussion and Analysis.
|
(2)
|
The disclosure reflects the aggregate grant date fair value of the Performance Awards, computed in accordance with FASB ASC Topic 718 based on probably achievement of the performance conditions, which is consistent with the estimate of aggregate compensation to be recognized over the service period, excluding the effect of estimated forfeitures.
|
(3)
|
The fair value of the restricted Service Award units shown in the table above were calculated based on the closing market price of our common units on the grant dates, with adjustments made to reflect the fact that restricted units are not entitled to distributions during the vesting period.
|
|
|
Service Awards
|
|
Performance Awards
|
||||||||
|
|
Number of Units
That Have Not Yet Vested
|
|
Market Value of Units that Have Not Vested
|
|
Number of Units
That Have Not Yet Vested
|
|
Market Value of Units that Have Not Vested
|
||||
Name
|
|
#(1)
|
|
($)(2)
|
|
#(3)
|
|
($)(2)
|
||||
H. Michael Krimbill
|
|
142,382
|
|
|
1,070,713
|
|
|
142,382
|
|
|
1,070,713
|
|
Robert W. Karlovich III
|
|
75,000
|
|
|
564,000
|
|
|
—
|
|
|
—
|
|
James J. Burke
|
|
45,000
|
|
|
338,400
|
|
|
30,000
|
|
|
225,600
|
|
Shawn W. Coady
|
|
45,000
|
|
|
338,400
|
|
|
30,000
|
|
|
225,600
|
|
Vincent J. Osterman
|
|
45,000
|
|
|
338,400
|
|
|
30,000
|
|
|
225,600
|
|
Atanas H. Atanasov (4)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
(1)
|
Reflects Service Awards that have not vested and are held by each named executive officer.
|
(2)
|
Calculated based on the closing market price of our common units at March 31, 2016 of $7.52. No adjustments were made to reflect the fact that the restricted units are not entitled to distributions during the vesting period.
|
(3)
|
Reflects the target number of Performance Awards granted to each named executive officer that have not vested. Vesting of the Performance Awards are contingent upon our relative TUR as measured against the performance peer group and satisfaction of a continued service requirement.
|
(4)
|
Mr. Atanasov resigned effective February 5, 2016 resulting in the forfeiture of his Service Awards and Performance Awards. As a result, Mr. Atanasov did not have any outstanding equity awards as of March 31, 2016.
|
|
|
Service Awards
|
|
Performance Awards
|
||||||||
Name
|
|
Number of Units
Acquired on Vesting
|
|
Value Realized on Vesting
($)
|
|
Number of Units
Acquired on Vesting
|
|
Value Realized on Vesting
($)
|
||||
H. Michael Krimbill
|
|
71,191
|
|
|
2,174,885
|
|
|
108,014
|
|
|
3,299,828
|
|
Robert W. Karlovich III
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
James J. Burke
|
|
25,000
|
|
|
717,100
|
|
|
22,759
|
|
|
695,287
|
|
Shawn W. Coady
|
|
25,000
|
|
|
717,100
|
|
|
22,759
|
|
|
695,287
|
|
Vincent J. Osterman
|
|
25,000
|
|
|
717,100
|
|
|
22,759
|
|
|
695,287
|
|
Atanas H. Atanasov
|
|
20,333
|
|
|
582,300
|
|
|
18,207
|
|
|
556,224
|
|
Name
|
|
Number of Units
Issued
|
|
Number of Units
Withheld
|
|
Total
|
|||
H. Michael Krimbill
|
|
128,226
|
|
|
50,979
|
|
|
179,205
|
|
James J. Burke
|
|
28,357
|
|
|
19,402
|
|
|
47,759
|
|
Shawn W. Coady
|
|
27,679
|
|
|
20,080
|
|
|
47,759
|
|
Vincent J. Osterman
|
|
26,805
|
|
|
20,954
|
|
|
47,759
|
|
Atanas H. Atanasov
|
|
24,468
|
|
|
14,072
|
|
|
38,540
|
|
Name
|
|
Distributions
|
||
H. Michael Krimbill
|
|
$
|
245,232
|
|
James J. Burke
|
|
50,854
|
|
|
Shawn W. Coady
|
|
49,502
|
|
|
Vincent J. Osterman
|
|
47,919
|
|
|
Atanas H. Atanasov
|
|
44,012
|
|
•
|
an annual retainer of $60,000;
|
•
|
an annual retainer of $10,000 for the chairman of the audit committee; and
|
•
|
an annual retainer of $5,000 for each member of the audit committee other than the chairman.
|
Name
|
|
Fees Earned or
Paid in Cash
($)
|
|
Restricted Unit
Awards
($)
|
|
Total
($)
|
|||
James M. Collingsworth
|
|
70,000
|
|
|
324,800
|
|
|
394,800
|
|
Stephen L. Cropper
|
|
75,000
|
|
|
324,800
|
|
|
399,800
|
|
Bryan K. Guderian
|
|
65,000
|
|
|
324,800
|
|
|
389,800
|
|
James C. Kneale
|
|
70,000
|
|
|
324,800
|
|
|
394,800
|
|
•
|
each person or group of persons known by us to be a beneficial owner of more than 5% of our outstanding common units;
|
•
|
each director of our general partner;
|
•
|
each named executive officer of our general partner; and
|
•
|
all directors and executive officers of our general partner as a group.
|
Beneficial Owners
|
|
Common Units
Beneficially
Owned
|
|
Percentage of
Common Units
Beneficially
Owned (1)
|
||
5% or greater unitholders (other than officers and directors):
|
|
|
|
|
|
|
Oppenheimer Funds, Inc. (2)
|
|
10,745,300
|
|
|
10.32
|
%
|
Magnum NGL HoldCo LLC (3)
|
|
7,396,973
|
|
|
7.10
|
%
|
ALPS Advisors, Inc. (4)
|
|
7,202,476
|
|
|
6.91
|
%
|
Salient Capital Advisors, LLC (5)
|
|
6,286,363
|
|
|
6.03
|
%
|
|
|
|
|
|
||
Directors and named executive officers:
|
|
|
|
|
|
|
Atanas H. Atanasov
|
|
54,189
|
|
|
*
|
|
James J. Burke (6)
|
|
324,642
|
|
|
*
|
|
Shawn W. Coady (7)
|
|
2,531,910
|
|
|
2.43
|
%
|
James M. Collingsworth (8)
|
|
46,750
|
|
|
*
|
|
Stephen L. Cropper (9)
|
|
35,000
|
|
|
*
|
|
Bryan K. Guderian
|
|
32,500
|
|
|
*
|
|
Robert W. Karlovich III
|
|
25,000
|
|
|
*
|
|
James C. Kneale (10)
|
|
32,000
|
|
|
*
|
|
H. Michael Krimbill (11)
|
|
1,877,820
|
|
|
1.87
|
%
|
Vincent J. Osterman (12)
|
|
3,972,900
|
|
|
3.81
|
%
|
John T. Raymond (13)
|
|
176,634
|
|
|
*
|
|
Patrick Wade
|
|
—
|
|
|
—
|
|
All directors and executive officers as a group (11 persons) (14)
|
|
9,109,345
|
|
|
8.74
|
%
|
|
(1)
|
Based on
104,169,573
common units outstanding at May 23, 2016.
|
(2)
|
The mailing address for OppenheimerFunds, Inc. is 225 Liberty Street, New York, NY 10281. OppenheimerFunds, Inc. reported shared voting and dispositive power with respect to all common units beneficially owned. This information related to OppenheimerFunds, Inc. is based upon its Schedule 13G/A filed with the SEC on April 8, 2016.
|
(3)
|
The mailing address for Magnum NGL HoldCo LLC is 2603 Augusta, Suite 900, Houston, TX 77057. Magnum NGL HoldCo LLC reported shared voting and dispositive power with respect to all common units beneficially owned. This information related to Magnum NGL HoldCo LLC is based upon its Schedule 13G filed with the SEC on February 27, 2015.
|
(4)
|
The mailing address for ALPS Advisors, Inc. is 1290 Broadway, Suite 1100, Denver, CO 80203. ALPS Advisors, Inc. reported shared voting and dispositive power with respect to all common units beneficially owned. This information related to ALPS Advisors, Inc. is based upon its Schedule 13G filed with the SEC on February 3, 2016.
|
(5)
|
The mailing address for Salient Capital Advisors, LLC is 4265 San Felipe, 8th Floor, Houston, TX 77027. Salient Capital Advisors, LLC reported shared voting and dispositive power with respect to all common units beneficially owned. This information related to Salient Capital Advisors, LLC is based upon its Schedule 13G filed with the SEC on January 12, 2016.
|
(6)
|
Mr. Burke owns 290,770 of these common units which includes 30,000 units that will vest on July 1, 2016, which were reported on Mr. Burke’s most recent Form 4, but does not include 15,000 unvested units which were reported on Mr. Burke’s most recent Form 4. Impact Development, LLC owns 33,872 of these common units. Impact Development, LLC is solely owned by James J. Burke, who may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Impact Development, LLC also owns a 2.87% interest in our general partner.
|
(7)
|
Dr. Shawn W. Coady owns 52,019 of these common units which includes 30,000 units that will vest on July 1, 2016, which were reported on Dr. Coady’s most recent Form 4. SWC Family Partnership LP owns 2,320,391 of these common units. SWC Family Partnership LP is solely owned by SWC General Partner, LLC, of which Dr. Coady is the sole partner. Dr. Coady may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The 2012 Shawn W. Coady Irrevocable Insurance Trust, which was established for the benefit of Shawn W. Coady’s children, owns 135,000 of these common units. Dr. Coady may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The Tara Nicole Coady Trust II, of which the reporting person is the trustee, owns 12,250 common units. The Colleen Blair Coady Trust, of which the reporting person is the trustee, owns 12,250 common units. Dr. Coady also owns a 12.27% interest in our general partner through Coady Enterprises, LLC, of which he owns 100% of the membership interests.
|
(8)
|
Mr. Collingsworth owns 44,500 of these common units which includes 5,000 units that will vest on July 1, 2016, which were reported on Mr. Collingsworth’s most recent Form 4, but does not include 5,000 unvested units which were reported on Mr. Collingworth’s most recent Form 4. Mr. Collingsworth holds 2,000 of these common units jointly with his spouse, Cindy Collingsworth. Cindy Collingsworth and her sister jointly own 2,250 of these common units.
|
(9)
|
Mr. Cropper owns 10,000 of these common units which includes 5,000 units that will vest on July 1, 2016, which were reported on Mr. Cropper’s most recent Form 4, but does not include 5,000 unvested units which were reported on Mr. Cropper’s most recent Form 4. The Donna L. Cropper Living Trust, of which Stephen L. Cropper and his spouse, Donna L. Cropper, are the trustees, owns 25,000 of these common units.
|
(10)
|
Mr. Kneale owns 5,000 of these common units which includes 5,000 units that will vest on July 1, 2016, which were reported on Mr. Kneale’s most recent Form 4, but does not include 5,000 unvested units which were reported on Mr. Kneale’s most recent Form 4. The Suzanne and Jim Kneale Living Trust, of whom Mr. Kneale and his wife are trustees, owns 27,000 of these common units.
|
(11)
|
Mr. H. Michael Krimbill owns 489,417 of these common units which includes 71,191 units that will vest on July 1, 2016, which were reported on Mr. Krimbill’s most recent Form 4, but does not include 71,191 unvested units which were reported on Mr. Krimbill’s most recent Form 4. Krim2010, LLC owns 904,484 of these common units. Krimbill Enterprises LP, H. Michael Krimbill and James E. Krimbill own 90.89%, 4.05%, and 5.06% of Krim2010, LLC, respectively. Krimbill Enterprises LP owns 120,000 of these common units. Krimbill Enterprises LP is controlled by H. Michael Krimbill via his ownership of its general partner, Krimbill Holding Company. H. Michael Krimbill may be deemed to have sole voting and investment power over these units, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. KrimGP2010 LLC owns 363,555 of these common units. KrimGP2010 LLC is solely owned by H. Michael Krimbill. H. Michael Krimbill may be deemed to have sole voting and investment power over these units. H. Michael Krimbill also owns a 14.81% interest in our general partner through KrimGP2010, LLC, of which he owns 100% of the membership interests and Krimbill Capital Group, LLC, which is owned 100% by the H. Michael Krimbill Revocable Trust.
|
(12)
|
Mr. Osterman owns 118,263 of these common units which includes 30,000 units that will vest on July 1, 2016, which were reported on Mr. Osterman’s most recent Form 4. The remaining common units are owned by AO Energy, Inc. (110,587 common units), E. Osterman, Inc. (394,350 common units), E. Osterman Gas Services, Inc. (301,700 common units), E. Osterman Propane, Inc. (669,300 common units), Milford Propane, Inc. (559,784 common units), Osterman Family Foundation (122,016 common units), Osterman Propane, Inc. (1,445,850 common units), Propane Gas, Inc. (36,450 common units) and Saveway Propane Gas Service, Inc. (214,600 common units). Each of these holding entities may be deemed to have sole voting and investment power over its own common units and Propane Gas, LLC, as sole shareholder of Propane Gas, Inc., may be deemed to have sole voting and investment power over those common units. Vincent J. Osterman is a director, executive officer and shareholder or member of each of these entities and may be deemed to have sole voting and investment power over 787,563 common units and shared voting and investment power
|
(13)
|
EMG NGL HC, LLC owns all of the 176,634 common units. John T. Raymond is the Chief Executive Officer and Managing Partner of NGP MR GP LLC, the general partner of NGP MR, LP, the general partner of NGP Midstream & Resources, LLC, a member holding a majority interest in EMG NGL HC LLC. John T. Raymond may be deemed to have shared voting and investment power over these units, but disclaims beneficial ownership except to the extent of his pecuniary interest therein. EMG I NGL GP Holdings, LLC, an affiliate of EMG NGL HC LLC, owns a 5.73% interest in our general partner. EMG II NGL GP Holdings, LLC, an affiliate of EMG NGL HC LLC, owns a 5.36% interest in our general partner.
|
(14)
|
The directors and executive officers of our general partner also collectively own a 48.11% interest in our general partner.
|
|
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available for
Future Issuances Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
|||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)(1)
|
|||
Equity Compensation Plans Approved by Security Holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity Compensation Plans Not Approved by Security Holders (2)
|
|
2,297,132
|
|
|
—
|
|
|
4,640,927
|
|
Total
|
|
2,297,132
|
|
|
—
|
|
|
4,640,927
|
|
|
(1)
|
The number of common units that may be delivered pursuant to awards under the LTIP is limited to 10% of our issued and outstanding common units. The maximum number of common units deliverable under the LTIP automatically increases to 10% of the issued and outstanding common units immediately after each issuance of common units, unless the plan administrator determines to increase the maximum number of units deliverable by a lesser amount.
|
(2)
|
Our general partner adopted the LTIP in connection with the completion of our initial public offering (“IPO”) in May 2011. The adoption of the LTIP did not require the approval of our unitholders.
|
Operation Stage
|
|
|
|
|
|
Distributions of available cash to our directors, officers, and greater than 5% owners and our general partner
|
|
We generally make cash distributions 99.9% to our unitholders pro rata, including our directors, officers, and greater than 5% owners as the holders of an aggregate 40,740,457 common units, and 0.1% to our general partner. In addition, when distributions exceed the minimum quarterly distribution and other higher target distribution levels, our general partner is entitled to increasing percentages of the distributions, up to 48.1% of the distributions above the highest target distribution level.
|
|
|
|
|
|
Assuming we have sufficient available cash to pay the same quarterly distribution on all of our outstanding units for four quarters that we paid in May 2016 ($0.39 per unit), our general partner would receive an annual distribution of $0.3 million on its general partner interest and incentive distribution rights, and our directors, officers, and greater than 5% owners would receive an aggregate annual distribution of $72.2 million on their common units.
|
|
|
|
|
|
If our general partner elects to reset the target distribution levels, it will be entitled to receive common units and to maintain its general partner interest.
|
|
|
|
Payments to our general partner and its affiliates
|
|
Our general partner and its affiliates do not receive any management fee or other compensation for the management of our business and affairs, but they are reimbursed for all expenses that they incur on our behalf, including general and administrative expenses. As the sole purpose of the general partner is to act as our general partner, substantially all of the expenses of our general partner are incurred on our behalf and reimbursed by us or our subsidiaries. Our general partner determines the amount of these expenses.
|
|
|
|
Withdrawal or removal of our general partner
|
|
If our general partner withdraws or is removed, its general partner interest and its IDRs will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.
|
|
|
|
Liquidation Stage
|
|
|
|
|
|
Liquidation
|
|
Upon our liquidation, our partners, including our general partner, will be entitled to receive liquidating distributions according to their respective capital account balances.
|
Sales to SemGroup
|
$
|
109,557
|
|
Purchases from SemGroup
|
117,538
|
|
Sales to WPX
|
$
|
101,052
|
|
Purchases from WPX
|
169,648
|
|
Entity
|
|
Nature of Purchases
|
|
Amount
Purchased
|
|
Ownership Interest
in Entity
|
|||
|
|
|
|
(in thousands)
|
|
|
|||
Shawn W. Coady
|
|
|
|
|
|
|
|||
Hicks Motor Sales
|
|
Vehicle purchases
|
|
$
|
640
|
|
|
50
|
%
|
Vincent J. Osterman
|
|
|
|
|
|
|
|||
VE Properties III, LLC
|
|
Office space rental
|
|
153
|
|
|
100
|
%
|
|
H. Michael Krimbill
|
|
|
|
|
|
|
|||
Pinnacle Aviation 2007, LLC
|
|
Aircraft rental
|
|
81
|
|
|
50
|
%
|
|
H. Michael Krimbill
|
|
|
|
|
|
|
|||
KAIR2014 LLC
|
|
Aircraft rental
|
|
47
|
|
|
50
|
%
|
Entity
|
|
Nature of Services
|
|
Revenues
Generated
|
|
Ownership Interest
in Entity
|
|||
|
|
|
|
(in thousands)
|
|
|
|||
James J. Burke
|
|
|
|
|
|
|
|||
Impact Energy Services, LLC
|
|
Truck transportation services
|
|
$
|
314
|
|
|
50
|
%
|
•
|
Demand Registration Rights. Certain registration rights parties deemed “Significant Holders” under the agreement may, to the extent that they continue to own more than 4% of our common units, require us to file a registration statement with the SEC registering the offer and sale of a specified number of common units, subject to limitations on the number of requests for registration that can be made in any twelve-month period as well as customary cutbacks at the discretion of the underwriters relating to a potential offering. All other registration rights parties are entitled to notice of a Significant Holder’s exercise of its demand registration rights and may include their common units in such registration. We can only be required to file a total of nine registration statements upon the Significant Holders’ exercise of these demand registration rights and are only required to effect demand registration if the aggregate proposed offering price to the public is at least $10.0 million.
|
•
|
Piggyback Registration Rights. If we propose to file a registration statement under the Securities Act to register our common units, the registration rights parties are entitled to notice of such registration and have the right to include their common units in the registration, subject to limitations that the underwriters relating to a potential offering may impose on the number of common units included in the registration. These counterparties also have the right to include their units in our future registrations, including secondary offerings of our common units.
|
•
|
Expenses of Registration. With specified exceptions, we are required to pay all expenses incidental to any registration of common units, excluding underwriting discounts and commissions.
|
•
|
whether there is an appropriate business justification for the transaction;
|
•
|
the benefits that accrue to the Partnership as a result of the transaction;
|
•
|
the terms available to unrelated third parties entering into similar transactions;
|
•
|
the impact of the transaction on a director’s independence (in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer);
|
•
|
the availability of other sources for comparable products or services;
|
•
|
whether it is a single transaction or a series of ongoing, related transactions; and
|
•
|
whether entering into the transaction would be consistent with the Code of Business Conduct and Ethics.
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Audit fees (1)
|
|
$
|
2,676,038
|
|
|
$
|
2,762,764
|
|
Audit-related fees
|
|
—
|
|
|
—
|
|
||
Tax fees (2)
|
|
—
|
|
|
30,000
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
2,676,038
|
|
|
$
|
2,792,764
|
|
|
(1)
|
Includes fees for audits of the Partnership’s financial statements, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC and the preparation of letters to underwriters and other requesting parties.
|
(2)
|
Includes fees for tax services in connection with tax compliance and consultation on tax matters.
|
(a)
|
The following documents are filed as part of this Annual Report:
|
1.
|
Financial Statements
. Please see the accompanying Index to Financial Statements.
|
2.
|
Financial Statement Schedules
. All schedules have been omitted because they are either not applicable, not required or the information required in such schedules appears in the financial statements or the related notes.
|
3.
|
Exhibits.
|
Exhibit Number
|
Description
|
|
2.1
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, as the Representative, OWL Pearsall SWD, LLC, OWL Pearsall Holdings, LLC, NGL Energy Partners, LP and High Sierra Water-Eagle Ford, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.2
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, as the Representative, OWL Karnes SWD, LLC, OWL Karnes Holdings, LLC, NGL Energy Partners, LP and High Sierra Water-Eagle Ford, LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.3
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, OWL Cotulla SWD, LLC, Terry Bailey, as trustee of the PJB Irrevocable Trust, NGL Energy Partners, LP and High Sierra Water-Eagle Ford, LLC (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.4
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, OWL Nixon SWD, LLC, Terry Bailey, as trustee of the PJB Irrevocable Trust, NGL Energy Partners, LP and High Sierra Water-Eagle Ford, LLC (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.5
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, HR OWL, LLC, OWL Operating, LLC, Lotus Oilfield Services, L.L.C., OWL Lotus, LLC, NGL Energy Partners, LP, High Sierra Water-Eagle Ford, LLC and High Sierra Transportation, LLC (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.6
|
|
Equity Interest Purchase Agreement, dated November 5, 2013, by and among NGL Energy Partners LP, High Sierra Energy, LP, Gavilon, LLC and Gavilon Energy Intermediate, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013)
|
|
|
|
3.1
|
|
Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
3.2
|
|
Certificate of Amendment to Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
3.3
|
|
Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on May 17, 2011)
|
|
|
|
3.4
|
|
First Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on October 26, 2011)
|
|
|
|
3.5
|
|
Second Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 9, 2012)
|
|
|
|
3.6
|
|
Third Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 26, 2012)
|
|
|
|
Exhibit Number
|
Description
|
|
3.7
|
|
Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 17, 2012)
|
|
|
|
3.8
|
|
Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
3.9
|
|
Certificate of Amendment to Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
3.10
|
|
Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on February 28, 2013)
|
|
|
|
3.11
|
|
Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of August 6, 2013 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
3.12
|
|
Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 27, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014)
|
|
|
|
4.1
|
|
First Amended and Restated Registration Rights Agreement, dated October 3, 2011, by and among the Partnership, Hicks Oils & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, E. Osterman Propane, Inc. and the other holders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on October 7, 2011)
|
|
|
|
4.2
|
|
Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated as of November 1, 2011 by and among the Partnership and SemStream (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on November 4, 2011)
|
|
|
|
4.3
|
|
Amendment No. 2 and Joinder to First Amended and Restated Registration Rights Agreement, dated January 3, 2012, by and among NGL Energy Holdings LLC, Liberty Propane, L.L.C., Pacer-Enviro Propane, L.L.C., Pacer-Pittman Propane, L.L.C., Pacer-Portland Propane, L.L.C., Pacer Propane (Washington), L.L.C., Pacer-Salida Propane, L.L.C. and Pacer-Utah Propane, L.L.C. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 9, 2012)
|
|
|
|
4.4
|
|
Amendment No. 3 and Joinder to First Amended and Restated Registration Rights Agreement, dated May 1, 2012, by and between NGL Energy Holdings LLC and Downeast Energy Corp. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on May 4, 2012)
|
|
|
|
4.5
|
|
Amendment No. 4 and Joinder to First Amended and Restated Registration Rights Agreement, dated June 19, 2012, by and between NGL Energy Holdings LLC and NGP M&R HS LP LLC (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012)
|
|
|
|
4.6
|
|
Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement, dated October 1, 2012, by and between NGL Energy Holdings LLC and Enstone, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2012)
|
|
|
|
4.7
|
|
Amendment No. 6 and Joinder to First Amended and Restated Registration Rights Agreement, dated November 13, 2012, by and between NGL Energy Holdings LLC and Gerald L. Jensen, Thrift Opportunity Holdings, LP, Jenco Petroleum Corporation, Caritas Trust, Animosus Trust and Nitor Trust (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 19, 2012)
|
|
|
|
4.8
|
|
Amendment No. 7 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of August 1, 2013, by and among NGL Energy Holdings LLC, Oilfield Water Lines, LP and Terry G. Bailey (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
4.9
|
|
Amendment No. 8 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 17, 2015, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
Exhibit Number
|
Description
|
|
4.10*
|
|
Amendment No. 9 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 25, 2016, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC
|
|
|
|
4.11
|
|
Note Purchase Agreement, dated June 19, 2012, by and among NGL and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012)
|
|
|
|
4.12
|
|
Amendment No. 1 to Note Purchase Agreement, dated as of January 15, 2013, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on January 18, 2013)
|
|
|
|
4.13
|
|
Amendment No. 2 to Note Purchase Agreement, dated as of May 8, 2013, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on May 9, 2013)
|
|
|
|
4.14
|
|
Amendment No. 3 to Note Purchase Agreement, dated September 30, 2013, among NGL Energy Partners LP and the holders of NGL’s 6.65% senior secured notes due 2022 signatory thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2013)
|
|
|
|
4.15
|
|
Amendment No. 4 to Note Purchase Agreement, dated as of November 5, 2013, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 8, 2013)
|
|
|
|
4.16
|
|
Amendment No. 5 to Note Purchase Agreement, dated as of December 23, 2013, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 30, 2013)
|
|
|
|
4.17
|
|
Amendment No. 6 to Note Purchase Agreement, dated as of June 30, 2014, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014)
|
|
|
|
4.18
|
|
Amendment No. 7 to Note Purchase Agreement, dated as of December 19, 2014 and effective as of December 26, 2014, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 2, 2015)
|
|
|
|
4.19
|
|
Amendment No. 8 to Note Purchase Agreement, dated as of May 1, 2015, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.18 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.20
|
|
Amendment No. 9 to Note Purchase Agreement, dated as of December 23, 2015, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended December 31, 2015 filed with the SEC on February 9, 2016)
|
|
|
|
4.21*
|
|
Amendment No. 10 to Note Purchase Agreement, dated as of February 9, 2016, among the Partnership and the purchasers named therein
|
|
|
|
4.22
|
|
Indenture, dated as of October 16, 2013, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 16, 2013)
|
|
|
|
4.23
|
|
Forms of 6.875% Senior Notes due 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 16, 2013)
|
|
|
|
4.24
|
|
First Supplemental Indenture, dated as of December 2, 2013, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.19 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2014 filed with the SEC on May 30, 2014)
|
|
|
|
4.25
|
|
Second Supplemental Indenture, dated as of April 22, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiary party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.20 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2014 filed with the SEC on May 30, 2014)
|
|
|
|
4.26
|
|
Third Supplemental Indenture, dated as of July 31, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiary party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2014 filed with the SEC on November 10, 2014)
|
|
|
|
Exhibit Number
|
Description
|
|
4.27
|
|
Fourth Supplemental Indenture, dated as of December 1, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.25 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.28
|
|
Fifth Supplemental Indenture, dated as of February 17, 2015, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.26 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.29
|
|
Sixth Supplemental Indenture, dated as of August 21, 2015, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2015 filed with the SEC on November 9, 2015)
|
|
|
|
4.30
|
|
Registration Rights Agreement, dated as of October 16, 2013, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors listed therein on Exhibit A and RBC Capital Markets, LLC as representative of the several initial purchasers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 16, 2013)
|
|
|
|
4.31
|
|
Registration Rights Agreement, dated December 2, 2013, by and among NGL Energy Partners LP and the purchasers set forth on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013)
|
|
|
|
4.32
|
|
Indenture, dated as of July 9, 2014, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 9, 2014)
|
|
|
|
4.33
|
|
Forms of 5.125% Senior Notes due 2019 (incorporated by reference and included as Exhibits A1 and A2 to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 9, 2014)
|
|
|
|
4.34
|
|
Registration Rights Agreement, dated July 9, 2014, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors listed therein on Exhibit A and RBS Securities Inc. as representative of the several initial purchasers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 9, 2014)
|
|
|
|
4.35
|
|
First Supplemental Indenture, dated as of July 31, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2014 filed with the SEC on November 10, 2014)
|
|
|
|
4.36
|
|
Second Supplemental Indenture, dated as of December 1, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.32 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.37
|
|
Third Supplemental Indenture, dated as of February 17, 2015, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.33 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.38
|
|
Fourth Supplemental Indenture, dated as of August 21, 2015, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2015 filed with the SEC on November 9, 2015)
|
|
|
|
10.1
|
|
Credit Agreement, dated as of June 19, 2012, among NGL Energy Partners LP, the NGL subsidiary borrowers, the lenders party thereto and Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012)
|
|
|
|
10.2
|
|
Facility Increase Agreement, dated as of November 1, 2012, among NGL Energy Operating LLC, NGL Energy Partners LP, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 7, 2012)
|
|
|
|
Exhibit Number
|
Description
|
|
10.3
|
|
Amendment No. 1 to Credit Agreement, dated as of January 15, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on January 18, 2013)
|
|
|
|
10.4
|
|
Amendment No. 2 to Credit Agreement, dated as of May 8, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No 001-35172) filed on May 9, 2013)
|
|
|
|
10.5
|
|
Amendment No. 3 to Credit Agreement, dated September 30, 2013, among NGL Energy Partners LP, NGL Energy Operating LLC, each subsidiary of NGL identified as a “Borrower” therein, Deutsche Bank AG, New York Branch, as technical agent, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent and each financial institution identified as a “Lender” or “Issuing Bank” therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2013)
|
|
|
|
10.6
|
|
Amendment No. 4 to Credit Agreement, dated as of November 5, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 8, 2013)
|
|
|
|
10.7
|
|
Amendment No. 5 to Credit Agreement, dated as of December 23, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank and Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 30, 2013)
|
|
|
|
10.8
|
|
Facility Increase Agreement, dated as of December 30, 2013, among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on January 3, 2014)
|
|
|
|
10.9
|
|
Amendment No. 6 to Credit Agreement, dated as of June 12, 2014, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 16, 2014)
|
|
|
|
10.10
|
|
Amendment No. 7 to Credit Agreement, dated as of June 27, 2014, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014)
|
|
|
|
10.11
|
|
Facility Increase Agreement, dated December 1, 2014, among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 1, 2014)
|
|
|
|
10.12
|
|
Amendment No. 8 to Credit Agreement, dated as of December 19, 2014 and effective as of December 26, 2014, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 2, 2015)
|
|
|
|
10.13
|
|
Amendment No. 9 to Credit Agreement, dated as of May 1, 2015, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
10.14
|
|
Amendment No. 10 to Credit Agreement, dated as of July 31, 2015, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 4, 2015)
|
|
|
|
10.15
|
|
Facility Increase Agreement, dated October 7, 2015, among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended December 31, 2015 filed with the SEC on February 9, 2016)
|
|
|
|
Exhibit Number
|
Description
|
|
10.16
|
|
Amendment No. 11 to Credit Agreement, dated as of December 23, 2015, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended December 31, 2015 filed with the SEC on February 9, 2016)
|
|
|
|
10.17*
|
|
Amendment No. 12 to Credit Agreement, dated as of February 9, 2016, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto
|
|
|
|
10.18
|
|
Common Unit Purchase Agreement, dated November 5, 2013, by and among NGL Energy Partners LP and the purchasers listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013)
|
|
|
|
10.19+
|
|
Letter Agreement among Silverthorne Energy Holdings LLC, Shawn W. Coady and Todd M. Coady dated October 14, 2010 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
10.20+
|
|
NGL Energy Partners LP 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed on May 17, 2011)
|
|
|
|
10.21+
|
|
Form of Restricted Unit Award Agreement under the NGL Energy Partners LP 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended June 30, 2012 filed with the SEC on August 14, 2012 )
|
|
|
|
10.22
|
|
NGL Performance Unit Program (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
12.1*
|
|
Computation of ratios of earnings to fixed charges
|
|
|
|
21.1*
|
|
List of Subsidiaries of NGL Energy Partners LP
|
|
|
|
23.1*
|
|
Consent of Grant Thornton LLP
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
101.SCH**
|
|
XBRL Schema Document
|
|
|
|
101.CAL**
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.DEF**
|
|
XBRL Definition Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL Presentation Linkbase Document
|
|
*
|
Exhibits filed with this report.
|
**
|
The following documents are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at
March 31, 2016
and
2015
,
(ii) Consolidated Statements of Operations for the years ended
March 31, 2016
,
2015
,
and
2014
,
(iii) Consolidated Statements of Comprehensive
Income (Loss)
for the years ended
March 31, 2016
,
2015
,
and
2014
,
(iv) Consolidated Statements of Changes in Equity for the years ended
March 31, 2016
,
2015
,
and
2014
,
(v) Consolidated Statements of Cash Flows for the years ended
March 31, 2016
,
2015
,
and
2014
,
and (vi) Notes to Consolidated Financial Statements.
|
+
|
Management contracts or compensatory plans or arrangements.
|
|
NGL ENERGY PARTNERS LP
|
||
|
|
||
|
By:
|
NGL Energy Holdings LLC, its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ H. Michael Krimbill
|
|
|
H. Michael Krimbill
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ H. Michael Krimbill
|
|
Chief Executive Officer and Director
|
|
May 31, 2016
|
H. Michael Krimbill
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Robert W. Karlovich III
|
|
Chief Financial Officer
|
|
May 31, 2016
|
Robert W. Karlovich III
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Lawrence W. Thuillier
|
|
Chief Accounting Officer
|
|
May 31, 2016
|
Lawrence W. Thuillier
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Christopher Beall
|
|
Director
|
|
May 31, 2016
|
Christopher Beall
|
|
|
|
|
|
|
|
|
|
/s/ James J. Burke
|
|
Director
|
|
May 31, 2016
|
James J. Burke
|
|
|
|
|
|
|
|
|
|
/s/ Shawn W. Coady
|
|
Director
|
|
May 31, 2016
|
Shawn W. Coady
|
|
|
|
|
|
|
|
|
|
/s/ James M. Collingsworth
|
|
Director
|
|
May 31, 2016
|
James M. Collingsworth
|
|
|
|
|
|
|
|
|
|
/s/ Stephen L. Cropper
|
|
Director
|
|
May 31, 2016
|
Stephen L. Cropper
|
|
|
|
|
|
|
|
|
|
/s/ Bryan K. Guderian
|
|
Director
|
|
May 31, 2016
|
Bryan K. Guderian
|
|
|
|
|
|
|
|
|
|
/s/ James C. Kneale
|
|
Director
|
|
May 31, 2016
|
James C. Kneale
|
|
|
|
|
|
|
|
|
|
/s/ Vincent J. Osterman
|
|
Director
|
|
May 31, 2016
|
Vincent J. Osterman
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
May 31, 2016
|
John T. Raymond
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
May 31, 2016
|
Patrick Wade
|
|
|
|
|
NGL ENERGY PARTNERS LP
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-
2
|
|
|
Consolidated Balance Sheets at March 31, 2016 and 2015
|
F-
4
|
|
|
Consolidated Statements of Operations for the years ended March 31, 2016, 2015, and 2014
|
F-
5
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2016, 2015, and 2014
|
F-
6
|
|
|
Consolidated Statements of Changes in Equity for the years ended March 31, 2016, 2015, and 2014
|
F-
7
|
|
|
Consolidated Statements of Cash Flows for the years ended March 31, 2016, 2015, and 2014
|
F-
8
|
|
|
Notes to Consolidated Financial Statements
|
F-
10
|
/s/ GRANT THORNTON LLP
|
|
|
|
Tulsa, Oklahoma
|
|
May 31, 2016
|
|
/s/ GRANT THORNTON LLP
|
|
|
|
Tulsa, Oklahoma
|
|
May 31, 2016
|
|
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28,176
|
|
|
$
|
41,303
|
|
Accounts receivable-trade, net of allowance for doubtful accounts of $6,928 and $4,367, respectively
|
521,014
|
|
|
1,025,763
|
|
||
Accounts receivable-affiliates
|
15,625
|
|
|
17,198
|
|
||
Inventories
|
367,806
|
|
|
442,025
|
|
||
Prepaid expenses and other current assets
|
95,859
|
|
|
121,207
|
|
||
Total current assets
|
1,028,480
|
|
|
1,647,496
|
|
||
|
|
|
|
||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $266,491 and $202,959, respectively
|
1,649,572
|
|
|
1,624,016
|
|
||
GOODWILL
|
1,315,362
|
|
|
1,558,233
|
|
||
INTANGIBLE ASSETS, net of accumulated amortization of $316,878 and $216,493, respectively
|
1,148,890
|
|
|
1,232,308
|
|
||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
219,550
|
|
|
472,673
|
|
||
LOAN RECEIVABLE-AFFILIATE
|
22,262
|
|
|
8,154
|
|
||
OTHER NONCURRENT ASSETS
|
176,039
|
|
|
112,912
|
|
||
Total assets
|
$
|
5,560,155
|
|
|
$
|
6,655,792
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable-trade
|
$
|
420,306
|
|
|
$
|
833,018
|
|
Accounts payable-affiliates
|
7,193
|
|
|
25,794
|
|
||
Accrued expenses and other payables
|
214,426
|
|
|
202,349
|
|
||
Advance payments received from customers
|
56,185
|
|
|
54,234
|
|
||
Current maturities of long-term debt
|
7,907
|
|
|
4,472
|
|
||
Total current liabilities
|
706,017
|
|
|
1,119,867
|
|
||
|
|
|
|
||||
LONG-TERM DEBT, net of debt issuance costs of $15,500 and $17,835, respectively, and current maturities
|
2,912,837
|
|
|
2,727,464
|
|
||
OTHER NONCURRENT LIABILITIES
|
247,236
|
|
|
115,029
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENCIES (NOTE 10)
|
0
|
|
|
0
|
|
||
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
General partner, representing a 0.1% interest, 104,274 and 103,899 notional units, respectively
|
(50,811
|
)
|
|
(37,000
|
)
|
||
Limited partners, representing a 99.9% interest, 104,169,573 and 103,794,870 common units issued and outstanding, respectively
|
1,707,326
|
|
|
2,183,551
|
|
||
Accumulated other comprehensive loss
|
(157
|
)
|
|
(109
|
)
|
||
Noncontrolling interests
|
37,707
|
|
|
546,990
|
|
||
Total equity
|
1,694,065
|
|
|
2,693,432
|
|
||
Total liabilities and equity
|
$
|
5,560,155
|
|
|
$
|
6,655,792
|
|
|
Year Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Crude oil logistics
|
$
|
3,217,079
|
|
|
$
|
6,635,384
|
|
|
$
|
4,558,545
|
|
Water solutions
|
185,001
|
|
|
200,042
|
|
|
143,100
|
|
|||
Liquids
|
1,194,479
|
|
|
2,243,825
|
|
|
2,650,425
|
|
|||
Retail propane
|
352,977
|
|
|
489,197
|
|
|
551,815
|
|
|||
Refined products and renewables
|
6,792,112
|
|
|
7,231,693
|
|
|
1,357,676
|
|
|||
Other
|
462
|
|
|
1,916
|
|
|
437,713
|
|
|||
Total Revenues
|
11,742,110
|
|
|
16,802,057
|
|
|
9,699,274
|
|
|||
|
|
|
|
|
|
||||||
COST OF SALES:
|
|
|
|
|
|
||||||
Crude oil logistics
|
3,111,717
|
|
|
6,560,506
|
|
|
4,477,397
|
|
|||
Water solutions
|
(7,336
|
)
|
|
(30,506
|
)
|
|
11,738
|
|
|||
Liquids
|
1,037,118
|
|
|
2,111,614
|
|
|
2,518,099
|
|
|||
Retail propane
|
156,757
|
|
|
278,538
|
|
|
354,676
|
|
|||
Refined products and renewables
|
6,540,599
|
|
|
7,035,472
|
|
|
1,344,176
|
|
|||
Other
|
182
|
|
|
2,583
|
|
|
426,613
|
|
|||
Total Cost of Sales
|
10,839,037
|
|
|
15,958,207
|
|
|
9,132,699
|
|
|||
|
|
|
|
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Operating
|
401,118
|
|
|
364,131
|
|
|
259,799
|
|
|||
General and administrative
|
139,541
|
|
|
149,430
|
|
|
75,860
|
|
|||
Depreciation and amortization
|
228,924
|
|
|
193,949
|
|
|
120,754
|
|
|||
Loss on disposal or impairment of assets, net
|
320,766
|
|
|
41,184
|
|
|
3,597
|
|
|||
Revaluation of liabilities
|
(82,673
|
)
|
|
(12,264
|
)
|
|
—
|
|
|||
Operating (Loss) Income
|
(104,603
|
)
|
|
107,420
|
|
|
106,565
|
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated entities
|
16,121
|
|
|
12,103
|
|
|
1,898
|
|
|||
Interest expense
|
(133,089
|
)
|
|
(110,123
|
)
|
|
(58,854
|
)
|
|||
Gain on early extinguishment of debt
|
28,532
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
5,575
|
|
|
37,171
|
|
|
86
|
|
|||
(Loss) Income Before Income Taxes
|
(187,464
|
)
|
|
46,571
|
|
|
49,695
|
|
|||
|
|
|
|
|
|
||||||
INCOME TAX BENEFIT (EXPENSE)
|
367
|
|
|
3,622
|
|
|
(937
|
)
|
|||
|
|
|
|
|
|
||||||
Net (Loss) Income
|
(187,097
|
)
|
|
50,193
|
|
|
48,758
|
|
|||
|
|
|
|
|
|
||||||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER
|
(47,620
|
)
|
|
(45,700
|
)
|
|
(14,148
|
)
|
|||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(11,832
|
)
|
|
(12,887
|
)
|
|
(1,103
|
)
|
|||
NET (LOSS) INCOME ALLOCATED TO LIMITED PARTNERS
|
$
|
(246,549
|
)
|
|
$
|
(8,394
|
)
|
|
$
|
33,507
|
|
|
|
|
|
|
|
||||||
BASIC AND DILUTED (LOSS) INCOME PER COMMON UNIT
|
$
|
(2.35
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.51
|
|
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
104,838,886
|
|
|
86,359,300
|
|
|
61,970,471
|
|
|
Year Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income
|
$
|
(187,097
|
)
|
|
$
|
50,193
|
|
|
$
|
48,758
|
|
Other comprehensive (loss) income
|
(48
|
)
|
|
127
|
|
|
(260
|
)
|
|||
Comprehensive (loss) income
|
$
|
(187,145
|
)
|
|
$
|
50,320
|
|
|
$
|
48,498
|
|
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||||
|
General
Partner
|
|
Common
Units
|
|
Amount
|
|
Subordinated
Units
|
|
Amount
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||
BALANCES AT MARCH 31, 2013
|
$
|
(50,497
|
)
|
|
47,703,313
|
|
|
$
|
920,998
|
|
|
5,919,346
|
|
|
$
|
13,153
|
|
|
$
|
24
|
|
|
$
|
5,740
|
|
|
$
|
889,418
|
|
Distributions
|
(9,703
|
)
|
|
—
|
|
|
(123,467
|
)
|
|
—
|
|
|
(11,920
|
)
|
|
—
|
|
|
(840
|
)
|
|
(145,930
|
)
|
||||||
Contributions
|
765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,060
|
|
|
2,825
|
|
||||||
Business combinations
|
—
|
|
|
2,860,879
|
|
|
80,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,591
|
|
||||||
Sales of units, net of offering costs
|
—
|
|
|
22,560,848
|
|
|
650,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650,155
|
|
||||||
Equity issued pursuant to incentive compensation plan
|
—
|
|
|
296,269
|
|
|
9,085
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,085
|
|
||||||
Disposal of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,789
|
)
|
|
(2,789
|
)
|
||||||
Net income
|
14,148
|
|
|
—
|
|
|
32,712
|
|
|
—
|
|
|
795
|
|
|
—
|
|
|
1,103
|
|
|
48,758
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
||||||
BALANCES AT MARCH 31, 2014
|
(45,287
|
)
|
|
73,421,309
|
|
|
1,570,074
|
|
|
5,919,346
|
|
|
2,028
|
|
|
(236
|
)
|
|
5,274
|
|
|
1,531,853
|
|
||||||
Distributions
|
(38,236
|
)
|
|
—
|
|
|
(197,611
|
)
|
|
—
|
|
|
(6,748
|
)
|
|
—
|
|
|
(27,147
|
)
|
|
(269,742
|
)
|
||||||
Contributions
|
823
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,433
|
|
|
10,256
|
|
||||||
Business combinations
|
—
|
|
|
8,851,105
|
|
|
259,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546,740
|
|
|
806,677
|
|
||||||
Sales of units, net of offering costs
|
—
|
|
|
15,017,100
|
|
|
541,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541,128
|
|
||||||
Equity issued pursuant to incentive compensation plan
|
—
|
|
|
586,010
|
|
|
23,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,134
|
|
||||||
Net income (loss)
|
45,700
|
|
|
—
|
|
|
(4,479
|
)
|
|
—
|
|
|
(3,915
|
)
|
|
—
|
|
|
12,887
|
|
|
50,193
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
127
|
|
||||||
Conversion of subordinated units to common units
|
—
|
|
|
5,919,346
|
|
|
(8,635
|
)
|
|
(5,919,346
|
)
|
|
8,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
(194
|
)
|
||||||
BALANCES AT MARCH 31, 2015
|
(37,000
|
)
|
|
103,794,870
|
|
|
2,183,551
|
|
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
546,990
|
|
|
2,693,432
|
|
||||||
Distributions
|
(61,485
|
)
|
|
—
|
|
|
(260,522
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,720
|
)
|
|
(357,727
|
)
|
||||||
Contributions
|
54
|
|
|
—
|
|
|
(3,829
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,376
|
|
|
11,601
|
|
||||||
Business combinations
|
—
|
|
|
833,454
|
|
|
19,108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,248
|
|
|
28,356
|
|
||||||
Equity issued pursuant to incentive compensation plan
|
—
|
|
|
1,165,053
|
|
|
33,290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,290
|
|
||||||
Common unit repurchases
|
—
|
|
|
(1,623,804
|
)
|
|
(17,680
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,680
|
)
|
||||||
Net income (loss)
|
47,620
|
|
|
—
|
|
|
(246,549
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,832
|
|
|
(187,097
|
)
|
||||||
Deconsolidation of TLP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(511,291
|
)
|
|
(511,291
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
||||||
TLP equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
|
1,301
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(72
|
)
|
||||||
BALANCES AT MARCH 31, 2016
|
$
|
(50,811
|
)
|
|
104,169,573
|
|
|
$
|
1,707,326
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(157
|
)
|
|
$
|
37,707
|
|
|
$
|
1,694,065
|
|
|
Year Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(187,097
|
)
|
|
$
|
50,193
|
|
|
$
|
48,758
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization, including amortization of debt issuance costs
|
249,211
|
|
|
210,475
|
|
|
132,653
|
|
|||
Gain on early extinguishment of debt
|
(28,532
|
)
|
|
—
|
|
|
—
|
|
|||
Non-cash equity-based compensation expense
|
51,565
|
|
|
32,767
|
|
|
14,054
|
|
|||
Loss on disposal or impairment of assets, net
|
320,766
|
|
|
41,184
|
|
|
3,597
|
|
|||
Revaluation of liabilities
|
(82,673
|
)
|
|
(12,264
|
)
|
|
—
|
|
|||
Provision for doubtful accounts
|
5,628
|
|
|
4,105
|
|
|
2,445
|
|
|||
Net commodity derivative (gain) loss
|
(103,223
|
)
|
|
(219,421
|
)
|
|
43,655
|
|
|||
Equity in earnings of unconsolidated entities
|
(16,121
|
)
|
|
(12,103
|
)
|
|
(1,898
|
)
|
|||
Distributions of earnings from unconsolidated entities
|
17,404
|
|
|
12,539
|
|
|
—
|
|
|||
Other
|
(47
|
)
|
|
124
|
|
|
312
|
|
|||
Changes in operating assets and liabilities, exclusive of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable-trade
|
497,560
|
|
|
50,620
|
|
|
21,115
|
|
|||
Accounts receivable-affiliates
|
7,980
|
|
|
(9,225
|
)
|
|
18,002
|
|
|||
Inventories
|
74,686
|
|
|
243,292
|
|
|
(73,321
|
)
|
|||
Prepaid expenses and other assets
|
10,572
|
|
|
(34,505
|
)
|
|
20,308
|
|
|||
Accounts payable-trade
|
(421,210
|
)
|
|
(1,965
|
)
|
|
(167,060
|
)
|
|||
Accounts payable-affiliates
|
(18,499
|
)
|
|
(51,121
|
)
|
|
67,361
|
|
|||
Accrued expenses and other liabilities
|
(26,665
|
)
|
|
(61,889
|
)
|
|
(41,671
|
)
|
|||
Advance payments received from customers
|
190
|
|
|
19,585
|
|
|
(3,074
|
)
|
|||
Net cash provided by operating activities
|
351,495
|
|
|
262,391
|
|
|
85,236
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of long-lived assets
|
(661,885
|
)
|
|
(203,760
|
)
|
|
(165,148
|
)
|
|||
Purchases of pipeline capacity allocations
|
—
|
|
|
(24,218
|
)
|
|
—
|
|
|||
Purchase of equity interest in Grand Mesa Pipeline
|
—
|
|
|
(310,000
|
)
|
|
—
|
|
|||
Acquisitions of businesses, including acquired working capital, net of cash acquired
|
(234,652
|
)
|
|
(960,922
|
)
|
|
(1,268,810
|
)
|
|||
Cash flows from commodity derivatives
|
105,662
|
|
|
199,165
|
|
|
(35,956
|
)
|
|||
Proceeds from sales of assets
|
8,455
|
|
|
26,262
|
|
|
24,660
|
|
|||
Proceeds from sale of general partner interest in TLP, net
|
343,135
|
|
|
—
|
|
|
—
|
|
|||
Investments in unconsolidated entities
|
(11,431
|
)
|
|
(33,528
|
)
|
|
(11,515
|
)
|
|||
Distributions of capital from unconsolidated entities
|
15,792
|
|
|
10,823
|
|
|
1,591
|
|
|||
Loan for natural gas liquids facility
|
(3,913
|
)
|
|
(63,518
|
)
|
|
—
|
|
|||
Payments on loan for natural gas liquids facility
|
7,618
|
|
|
1,625
|
|
|
—
|
|
|||
Loan to affiliate
|
(15,621
|
)
|
|
(8,154
|
)
|
|
—
|
|
|||
Payments on loan to affiliate
|
1,513
|
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
4
|
|
|
(195
|
)
|
|||
Net cash used in investing activities
|
(445,327
|
)
|
|
(1,366,221
|
)
|
|
(1,455,373
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facilities
|
2,602,500
|
|
|
3,764,500
|
|
|
2,545,500
|
|
|||
Payments on revolving credit facilities
|
(2,133,000
|
)
|
|
(3,280,000
|
)
|
|
(2,101,000
|
)
|
|||
Issuances of notes
|
—
|
|
|
400,000
|
|
|
450,000
|
|
|||
Repurchases of senior notes
|
(43,421
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from borrowings under other long-term debt
|
53,223
|
|
|
—
|
|
|
880
|
|
|||
Payments on other long-term debt
|
(5,087
|
)
|
|
(6,688
|
)
|
|
(8,819
|
)
|
|||
Debt issuance costs
|
(10,237
|
)
|
|
(11,076
|
)
|
|
(24,595
|
)
|
Contributions from general partner
|
54
|
|
|
823
|
|
|
765
|
|
|||
Contributions from limited partner
|
(3,829
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interest owners
|
15,376
|
|
|
9,433
|
|
|
2,060
|
|
|||
Distributions to partners
|
(322,007
|
)
|
|
(242,595
|
)
|
|
(145,090
|
)
|
|||
Distributions to noncontrolling interest owners
|
(35,720
|
)
|
|
(27,147
|
)
|
|
(840
|
)
|
|||
Taxes paid on behalf of equity incentive plan participants
|
(19,395
|
)
|
|
(13,491
|
)
|
|
—
|
|
|||
Common unit repurchases
|
(17,680
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of common units, net of offering costs
|
—
|
|
|
541,128
|
|
|
650,155
|
|
|||
Other
|
(72
|
)
|
|
(194
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
80,705
|
|
|
1,134,693
|
|
|
1,369,016
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(13,127
|
)
|
|
30,863
|
|
|
(1,121
|
)
|
|||
Cash and cash equivalents, beginning of period
|
41,303
|
|
|
10,440
|
|
|
11,561
|
|
|||
Cash and cash equivalents, end of period
|
$
|
28,176
|
|
|
$
|
41,303
|
|
|
$
|
10,440
|
|
•
|
Our crude oil logistics segment, the assets of which include
owned and leased crude oil storage terminals and pipeline injection stations, a fleet of owned trucks and trailers, a fleet of owned and leased railcars, a fleet of owned barges and towboats, and interests in
two
crude oil pipelines.
Our crude oil logistics segment purchases crude oil from producers and transports it to refineries or 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 provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms and drilling fluids and performs truck washouts. In addition, our water solutions segment sells the recycled water and recovered hydrocarbons that result from performing these services.
|
•
|
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
, which
conducts gasoline, diesel, ethanol, and biodiesel marketing operations.
We purchase refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedule them for delivery
at various locations.
See
Note 14
for a discussion of our interests in TransMontaigne Partners L.P. (“TLP”).
|
•
|
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.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Interest paid, exclusive of debt issuance costs and letter of credit fees
|
|
$
|
117,185
|
|
|
$
|
90,556
|
|
|
$
|
31,827
|
|
Income taxes paid (net of income tax refunds)
|
|
$
|
2,300
|
|
|
$
|
22,816
|
|
|
$
|
1,639
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||
Segment
|
|
Gross
Receivable |
|
Allowance for
Doubtful Accounts |
|
Gross
Receivable |
|
Allowance for
Doubtful Accounts |
||||||||
|
|
(in thousands)
|
||||||||||||||
Crude oil logistics
|
|
$
|
175,341
|
|
|
$
|
8
|
|
|
$
|
600,896
|
|
|
$
|
382
|
|
Water solutions
|
|
34,952
|
|
|
4,514
|
|
|
38,689
|
|
|
709
|
|
||||
Liquids
|
|
73,478
|
|
|
505
|
|
|
99,699
|
|
|
1,133
|
|
||||
Retail propane
|
|
31,583
|
|
|
965
|
|
|
55,147
|
|
|
1,619
|
|
||||
Refined products and renewables
|
|
211,259
|
|
|
936
|
|
|
234,802
|
|
|
524
|
|
||||
Other
|
|
1,329
|
|
|
—
|
|
|
897
|
|
|
—
|
|
||||
Total
|
|
$
|
527,942
|
|
|
$
|
6,928
|
|
|
$
|
1,030,130
|
|
|
$
|
4,367
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Allowance for doubtful accounts, beginning of period
|
|
$
|
4,367
|
|
|
$
|
2,822
|
|
|
$
|
1,760
|
|
Provision for doubtful accounts
|
|
5,628
|
|
|
4,105
|
|
|
2,445
|
|
|||
Write off of uncollectible accounts
|
|
(3,067
|
)
|
|
(2,560
|
)
|
|
(1,383
|
)
|
|||
Allowance for doubtful accounts, end of period
|
|
$
|
6,928
|
|
|
$
|
4,367
|
|
|
$
|
2,822
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Crude oil
|
|
$
|
84,030
|
|
|
$
|
145,412
|
|
Natural gas liquids—
|
|
|
|
|
||||
Propane
|
|
28,639
|
|
|
44,798
|
|
||
Butane
|
|
8,461
|
|
|
8,668
|
|
||
Other
|
|
6,011
|
|
|
3,874
|
|
||
Refined products—
|
|
|
|
|
||||
Gasoline
|
|
80,569
|
|
|
128,092
|
|
||
Diesel
|
|
99,398
|
|
|
59,097
|
|
||
Renewables
|
|
52,458
|
|
|
44,668
|
|
||
Other
|
|
8,240
|
|
|
7,416
|
|
||
Total
|
|
$
|
367,806
|
|
|
$
|
442,025
|
|
|
|
|
|
Ownership
|
|
Date Acquired
|
|
March 31,
|
||||||
Entity
|
|
Segment
|
|
Interest
|
|
or Formed
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Glass Mountain (1)
|
|
Crude oil logistics
|
|
50.0%
|
|
December 2013
|
|
$
|
179,594
|
|
|
$
|
187,590
|
|
TLP (2)
|
|
Refined products and renewables
|
|
19.6%
|
|
July 2014
|
|
8,301
|
|
|
—
|
|
||
BOSTCO (3)
|
|
Refined products and renewables
|
|
42.5%
|
|
July 2014
|
|
—
|
|
|
238,146
|
|
||
Frontera (3)
|
|
Refined products and renewables
|
|
50.0%
|
|
July 2014
|
|
—
|
|
|
16,927
|
|
||
Water supply company
|
|
Water solutions
|
|
35.0%
|
|
June 2014
|
|
15,875
|
|
|
16,471
|
|
||
Water treatment and disposal facility
|
|
Water solutions
|
|
50.0%
|
|
August 2015
|
|
2,238
|
|
|
—
|
|
||
Ethanol production facility
|
|
Refined products and renewables
|
|
19.0%
|
|
December 2013
|
|
12,570
|
|
|
13,539
|
|
||
Retail propane company
|
|
Retail propane
|
|
50.0%
|
|
April 2015
|
|
972
|
|
|
—
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
219,550
|
|
|
$
|
472,673
|
|
|
(1)
|
When we acquired Gavilon Energy, we recorded the investment in Glass Mountain, which owns a crude oil pipeline in Oklahoma, 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
$74.6 million
at
March 31, 2016
. This difference relates primarily to goodwill and customer relationships.
|
(2)
|
On February 1, 2016, we deconsolidated TLP (see
Note 1
and
Note 14
), and as a result, we recorded our equity method investment in TLP. On April 1, 2016, we sold all of the TLP common units that we held (see
Note 19
).
|
(3)
|
As part of the deconsolidation of TLP on February 1, 2016, our previous investments in BOSTCO and Frontera are no longer disclosed as investments in unconsolidated entities.
|
Entity
|
|
Cumulative Earnings (Loss) From Unconsolidated Entities
|
|
Cumulative Distributions Received From Unconsolidated Entities
|
||||
|
|
(in thousands)
|
||||||
Glass Mountain
|
|
$
|
7,251
|
|
|
$
|
23,260
|
|
TLP
|
|
807
|
|
|
—
|
|
||
BOSTCO
|
|
13,432
|
|
|
23,491
|
|
||
Frontera
|
|
3,779
|
|
|
4,274
|
|
||
Water supply company
|
|
(625
|
)
|
|
—
|
|
||
Water treatment and disposal facility
|
|
44
|
|
|
96
|
|
||
Ethanol production facility
|
|
5,961
|
|
|
7,028
|
|
||
Retail propane company
|
|
(528
|
)
|
|
—
|
|
|
Current Assets
|
|
Noncurrent Assets
|
|
Current Liabilities
|
|
Noncurrent Liabilities
|
||||||||||||||||||||||||
|
March 31,
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Glass Mountain
|
$
|
7,248
|
|
|
$
|
8,456
|
|
|
$
|
204,020
|
|
|
$
|
214,494
|
|
|
$
|
1,268
|
|
|
$
|
1,080
|
|
|
$
|
24
|
|
|
$
|
37
|
|
TLP
|
10,419
|
|
|
—
|
|
|
652,309
|
|
|
—
|
|
|
18,812
|
|
|
—
|
|
|
267,373
|
|
|
—
|
|
||||||||
BOSTCO
|
—
|
|
|
13,710
|
|
|
—
|
|
|
507,655
|
|
|
—
|
|
|
11,189
|
|
|
—
|
|
|
—
|
|
||||||||
Frontera
|
—
|
|
|
4,608
|
|
|
—
|
|
|
43,805
|
|
|
—
|
|
|
1,370
|
|
|
—
|
|
|
—
|
|
||||||||
Water supply company
|
2,589
|
|
|
3,160
|
|
|
28,150
|
|
|
32,447
|
|
|
2,923
|
|
|
644
|
|
|
20,746
|
|
|
26,251
|
|
||||||||
Water treatment and disposal facility
|
91
|
|
|
—
|
|
|
4,476
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Ethanol production facility
|
34,477
|
|
|
38,607
|
|
|
90,310
|
|
|
85,277
|
|
|
14,616
|
|
|
15,755
|
|
|
30,730
|
|
|
21,403
|
|
||||||||
Retail propane company
|
700
|
|
|
—
|
|
|
2,248
|
|
|
—
|
|
|
555
|
|
|
—
|
|
|
449
|
|
|
—
|
|
|
Revenues
|
|
Cost of Sales
|
|
Net Income (Loss)
|
|||||||||||||||||||||||||||||
|
March 31,
|
|||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||||||||||
Glass Mountain
|
$
|
35,978
|
|
|
$
|
37,539
|
|
|
$
|
3,979
|
|
|
$
|
1,943
|
|
|
2,771
|
|
|
$
|
—
|
|
|
$
|
11,227
|
|
|
$
|
12,345
|
|
|
$
|
445
|
|
TLP
|
28,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,083
|
|
|
—
|
|
|
—
|
|
||||||||
BOSTCO
|
60,420
|
|
|
45,067
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,987
|
|
|
11,074
|
|
|
—
|
|
||||||||
Frontera
|
14,114
|
|
|
10,643
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,091
|
|
|
1,352
|
|
|
—
|
|
||||||||
Water supply company
|
4,062
|
|
|
8,326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,618
|
)
|
|
(104
|
)
|
|
—
|
|
||||||||
Water treatment and disposal facility
|
777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
||||||||
Ethanol production facility
|
129,533
|
|
|
159,148
|
|
|
61,929
|
|
|
105,161
|
|
|
117,222
|
|
|
39,449
|
|
|
5,796
|
|
|
24,607
|
|
|
17,599
|
|
||||||||
Retail propane company
|
715
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
(1,056
|
)
|
|
—
|
|
|
—
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Loan receivable (1)
|
|
$
|
49,827
|
|
|
$
|
58,050
|
|
Linefill (2)
|
|
35,060
|
|
|
35,060
|
|
||
Tank bottoms (3)
|
|
42,044
|
|
|
—
|
|
||
Other
|
|
49,108
|
|
|
19,802
|
|
||
Total
|
|
$
|
176,039
|
|
|
$
|
112,912
|
|
|
(1)
|
Represents
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized 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
March 31, 2016
, linefill
consisted of
487,104
barrels of crude oil.
|
(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.
At
March 31, 2016
, tank bottoms held in third party terminals consisted of
366,212
barrels of refined products. Tank bottoms held in terminals we own are included within property, plant and equipment (see
Note 5
).
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Accrued compensation and benefits
|
|
$
|
40,517
|
|
|
$
|
52,078
|
|
Excise and other tax liabilities
|
|
59,455
|
|
|
43,847
|
|
||
Derivative liabilities
|
|
28,612
|
|
|
27,950
|
|
||
Accrued interest
|
|
20,543
|
|
|
23,065
|
|
||
Product exchange liabilities
|
|
5,843
|
|
|
15,480
|
|
||
Deferred gain on sale of general partner interest in TLP
|
|
30,113
|
|
|
—
|
|
||
Other
|
|
29,343
|
|
|
39,929
|
|
||
Total
|
|
$
|
214,426
|
|
|
$
|
202,349
|
|
|
|
At March 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Current Standard
|
|
Previous Standard
|
|
Current Standard
|
|
Previous Standard
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Intangible assets
|
|
$
|
1,148,890
|
|
|
$
|
1,164,390
|
|
|
$
|
1,232,308
|
|
|
$
|
1,250,143
|
|
Long-term debt
|
|
2,912,837
|
|
|
2,928,337
|
|
|
2,727,464
|
|
|
2,745,299
|
|
•
|
In the first step of the goodwill impairment test, we compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any.
|
•
|
In the second step of the goodwill impairment test, we compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands, except unit and per unit amounts)
|
||||||||||
Net (loss) income
|
|
$
|
(187,097
|
)
|
|
$
|
50,193
|
|
|
$
|
48,758
|
|
Less: Net income attributable to noncontrolling interests
|
|
(11,832
|
)
|
|
(12,887
|
)
|
|
(1,103
|
)
|
|||
Net (loss) income attributable to parent equity
|
|
(198,929
|
)
|
|
37,306
|
|
|
47,655
|
|
|||
Less: Net income allocated to general partner (1)
|
|
(47,620
|
)
|
|
(45,700
|
)
|
|
(14,148
|
)
|
|||
Less: Net loss (income) allocated to subordinated unitholders (2)
|
|
—
|
|
|
3,915
|
|
|
(1,893
|
)
|
|||
Net (loss) income allocated to common unitholders
|
|
$
|
(246,549
|
)
|
|
$
|
(4,479
|
)
|
|
$
|
31,614
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted (loss) income per common unit
|
|
$
|
(2.35
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.51
|
|
Basic and diluted weighted average common units outstanding
|
|
104,838,886
|
|
|
86,359,300
|
|
|
61,970,471
|
|
|
(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)
. During the year ended
March 31, 2014
,
5,919,346
subordinated units were outstanding and income per subordinated unit was
$0.32
.
|
Accounts receivable-affiliates
|
$
|
1,000
|
|
Prepaid expenses and other current assets
|
50
|
|
|
Property, plant and equipment:
|
|
||
Water treatment facilities and equipment (3-30 years)
|
12,154
|
|
|
Vehicles (5 years)
|
54
|
|
|
Goodwill
|
5,561
|
|
|
Intangible assets:
|
|
||
Customer relationships (9 years)
|
6,000
|
|
|
Non-compete agreements (32 years)
|
350
|
|
|
Accrued expenses and other payables
|
(1,000
|
)
|
|
Noncurrent liabilities
|
(2,600
|
)
|
|
Noncontrolling interest
|
(9,248
|
)
|
|
Fair value of net assets acquired
|
$
|
12,321
|
|
Property, plant and equipment:
|
|
||
Water treatment facilities and equipment (3-30 years)
|
$
|
27,065
|
|
Buildings and leasehold improvements (7-30 years)
|
6,879
|
|
|
Land
|
1,070
|
|
|
Other (5 years)
|
32
|
|
|
Goodwill
|
62,105
|
|
|
Accrued expenses and other payables
|
(2,512
|
)
|
|
Noncurrent liabilities
|
(21,462
|
)
|
|
Fair value of net assets acquired
|
$
|
73,177
|
|
|
Final
|
|
Estimated At
March 31, 2015 |
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Accounts receivable-trade
|
$
|
42
|
|
|
$
|
42
|
|
|
$
|
—
|
|
Inventories
|
263
|
|
|
—
|
|
|
263
|
|
|||
Prepaid expenses and other current assets
|
843
|
|
|
600
|
|
|
243
|
|
|||
Property, plant and equipment:
|
|
|
|
|
|
|
|||||
Natural gas liquids terminal and storage assets (2-30 years)
|
61,130
|
|
|
62,205
|
|
|
(1,075
|
)
|
|||
Vehicles and railcars (3-25 years)
|
78
|
|
|
75
|
|
|
3
|
|
|||
Land
|
69
|
|
|
68
|
|
|
1
|
|
|||
Other
|
17
|
|
|
32
|
|
|
(15
|
)
|
|||
Construction in progress
|
19,525
|
|
|
19,525
|
|
|
—
|
|
|||
Goodwill
|
183,096
|
|
|
151,853
|
|
|
31,243
|
|
|||
Intangible assets:
|
|
|
|
|
|
|
|||||
Customer relationships (20 years)
|
61,500
|
|
|
85,000
|
|
|
(23,500
|
)
|
|||
Non-compete agreements (24 years)
|
5,100
|
|
|
12,000
|
|
|
(6,900
|
)
|
|||
Accounts payable-trade
|
(931
|
)
|
|
(931
|
)
|
|
—
|
|
|||
Accrued expenses and other payables
|
(6,774
|
)
|
|
(6,511
|
)
|
|
(263
|
)
|
|||
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
|
|
|
$
|
—
|
|
|
Final
|
|
Estimated At
March 31, 2015 |
|
Change
|
||||||
Property, plant and equipment:
|
(in thousands)
|
||||||||||
Vehicles (10 years)
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
—
|
|
Water treatment facilities and equipment (3-30 years)
|
5,815
|
|
|
5,815
|
|
|
—
|
|
|||
Buildings and leasehold improvements (7-30 years)
|
130
|
|
|
130
|
|
|
—
|
|
|||
Land
|
100
|
|
|
100
|
|
|
—
|
|
|||
Goodwill
|
7,946
|
|
|
10,085
|
|
|
(2,139
|
)
|
|||
Intangible asset:
|
|
|
|
|
|
|
|||||
Customer relationships (7 years)
|
24,300
|
|
|
22,000
|
|
|
2,300
|
|
|||
Other noncurrent assets
|
75
|
|
|
—
|
|
|
75
|
|
|||
Accrued expenses and other payables
|
(395
|
)
|
|
(395
|
)
|
|
—
|
|
|||
Other noncurrent liabilities
|
(3,434
|
)
|
|
(3,198
|
)
|
|
(236
|
)
|
|||
Fair value of net assets acquired
|
$
|
34,600
|
|
|
$
|
34,600
|
|
|
$
|
—
|
|
|
Final
|
|
Estimated At
March 31, 2015 |
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
1,469
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
Accounts receivable-trade
|
199,366
|
|
|
197,829
|
|
|
1,537
|
|
|||
Accounts receivable-affiliates
|
528
|
|
|
528
|
|
|
—
|
|
|||
Inventories
|
373,870
|
|
|
373,870
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
15,110
|
|
|
15,001
|
|
|
109
|
|
|||
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
|||
Refined products terminal assets and equipment (20 years)
|
415,317
|
|
|
399,323
|
|
|
15,994
|
|
|||
Vehicles
|
1,696
|
|
|
1,698
|
|
|
(2
|
)
|
|||
Crude oil tanks and related equipment (20 years)
|
1,085
|
|
|
1,058
|
|
|
27
|
|
|||
Information technology equipment
|
7,253
|
|
|
7,253
|
|
|
—
|
|
|||
Buildings and leasehold improvements (20 years)
|
15,323
|
|
|
14,770
|
|
|
553
|
|
|||
Land
|
61,329
|
|
|
70,529
|
|
|
(9,200
|
)
|
|||
Tank bottoms (indefinite life)
|
46,900
|
|
|
46,900
|
|
|
—
|
|
|||
Other
|
15,536
|
|
|
15,534
|
|
|
2
|
|
|||
Construction in progress
|
4,487
|
|
|
4,487
|
|
|
—
|
|
|||
Goodwill
|
30,169
|
|
|
28,074
|
|
|
2,095
|
|
|||
Intangible assets:
|
|
|
|
|
|
|
|
||||
Customer relationships (15 years)
|
66,000
|
|
|
76,100
|
|
|
(10,100
|
)
|
|||
Pipeline capacity rights (30 years)
|
87,618
|
|
|
87,618
|
|
|
—
|
|
|||
Investments in unconsolidated entities
|
240,583
|
|
|
240,583
|
|
|
—
|
|
|||
Other noncurrent assets
|
3,911
|
|
|
3,911
|
|
|
—
|
|
|||
Accounts payable-trade
|
(113,103
|
)
|
|
(113,066
|
)
|
|
(37
|
)
|
|||
Accounts payable-affiliates
|
(69
|
)
|
|
(69
|
)
|
|
—
|
|
|||
Accrued expenses and other payables
|
(79,405
|
)
|
|
(78,427
|
)
|
|
(978
|
)
|
|||
Advance payments received from customers
|
(1,919
|
)
|
|
(1,919
|
)
|
|
—
|
|
|||
Long-term debt
|
(234,000
|
)
|
|
(234,000
|
)
|
|
—
|
|
|||
Other noncurrent liabilities
|
(33,227
|
)
|
|
(33,227
|
)
|
|
—
|
|
|||
Noncontrolling interests
|
(545,120
|
)
|
|
(545,120
|
)
|
|
—
|
|
|||
Fair value of net assets acquired
|
$
|
580,707
|
|
|
$
|
580,707
|
|
|
$
|
—
|
|
|
Final
|
|
Estimated At
March 31, 2015 |
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Accounts receivable-trade
|
$
|
939
|
|
|
$
|
939
|
|
|
$
|
—
|
|
Inventories
|
253
|
|
|
253
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
62
|
|
|
62
|
|
|
—
|
|
|||
Property, plant and equipment:
|
|
|
|
|
|
|
|||||
Water treatment facilities and equipment (3-30 years)
|
79,982
|
|
|
79,706
|
|
|
276
|
|
|||
Buildings and leasehold improvements (7-30 years)
|
10,690
|
|
|
10,250
|
|
|
440
|
|
|||
Land
|
3,127
|
|
|
3,109
|
|
|
18
|
|
|||
Other (5 years)
|
132
|
|
|
129
|
|
|
3
|
|
|||
Goodwill
|
253,517
|
|
|
254,255
|
|
|
(738
|
)
|
|||
Intangible asset:
|
|
|
|
|
|
|
|||||
Customer relationships (4 years)
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|||
Other noncurrent assets
|
50
|
|
|
50
|
|
|
—
|
|
|||
Accounts payable-trade
|
(58
|
)
|
|
(58
|
)
|
|
—
|
|
|||
Accrued expenses and other payables
|
(15,785
|
)
|
|
(15,786
|
)
|
|
1
|
|
|||
Other noncurrent liabilities
|
(109,373
|
)
|
|
(109,373
|
)
|
|
—
|
|
|||
Noncontrolling interest
|
(5,775
|
)
|
|
(5,775
|
)
|
|
—
|
|
|||
Fair value of net assets acquired
|
$
|
227,761
|
|
|
$
|
227,761
|
|
|
$
|
—
|
|
|
Final
|
|
Estimated At
March 31, 2015 |
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Accounts receivable-trade
|
$
|
2,237
|
|
|
$
|
2,237
|
|
|
$
|
—
|
|
Inventories
|
771
|
|
|
771
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
110
|
|
|
110
|
|
|
—
|
|
|||
Property, plant and equipment:
|
|
|
|
|
|
|
|
||||
Retail propane equipment (15-20 years)
|
13,177
|
|
|
13,177
|
|
|
—
|
|
|||
Vehicles and railcars (5-7 years)
|
2,332
|
|
|
2,332
|
|
|
—
|
|
|||
Buildings and leasehold improvements (30 years)
|
534
|
|
|
784
|
|
|
(250
|
)
|
|||
Land
|
505
|
|
|
655
|
|
|
(150
|
)
|
|||
Other (5-7 years)
|
118
|
|
|
116
|
|
|
2
|
|
|||
Goodwill
|
8,097
|
|
|
8,097
|
|
|
—
|
|
|||
Intangible assets:
|
|
|
|
|
|
|
|
||||
Customer relationships (10-15 years)
|
17,563
|
|
|
17,563
|
|
|
—
|
|
|||
Non-compete agreements (5-7 years)
|
500
|
|
|
500
|
|
|
—
|
|
|||
Trade names (3-12 years)
|
950
|
|
|
950
|
|
|
—
|
|
|||
Accounts payable-trade
|
(1,523
|
)
|
|
(1,921
|
)
|
|
398
|
|
|||
Advance payments received from customers
|
(1,750
|
)
|
|
(1,750
|
)
|
|
—
|
|
|||
Current maturities of long-term debt
|
(78
|
)
|
|
(78
|
)
|
|
—
|
|
|||
Long-term debt, net of current maturities
|
(760
|
)
|
|
(760
|
)
|
|
—
|
|
|||
Fair value of net assets acquired
|
$
|
42,783
|
|
|
$
|
42,783
|
|
|
$
|
—
|
|
|
|
Estimated
|
|
March 31,
|
||||||
Description
|
|
Useful Lives
|
|
2016
|
|
2015
|
||||
|
|
|
|
(in thousands)
|
||||||
Natural gas liquids terminal and storage assets
|
|
2-30 years
|
|
$
|
169,758
|
|
|
$
|
131,776
|
|
Refined products terminal assets and equipment
|
|
20 years
|
|
6,844
|
|
|
419,603
|
|
||
Retail propane equipment
|
|
2-30 years
|
|
201,312
|
|
|
181,140
|
|
||
Vehicles and railcars
|
|
3-25 years
|
|
185,547
|
|
|
180,680
|
|
||
Water treatment facilities and equipment
|
|
3-30 years
|
|
508,239
|
|
|
317,593
|
|
||
Crude oil tanks and related equipment
|
|
2-40 years
|
|
137,894
|
|
|
109,936
|
|
||
Barges and towboats
|
|
5-40 years
|
|
86,731
|
|
|
59,848
|
|
||
Information technology equipment
|
|
3-7 years
|
|
38,653
|
|
|
34,915
|
|
||
Buildings and leasehold improvements
|
|
3-40 years
|
|
118,885
|
|
|
99,732
|
|
||
Land
|
|
|
|
47,114
|
|
|
97,767
|
|
||
Tank bottoms (1)
|
|
|
|
20,355
|
|
|
62,656
|
|
||
Other
|
|
3-30 years
|
|
11,699
|
|
|
34,407
|
|
||
Construction in progress
|
|
|
|
383,032
|
|
|
96,922
|
|
||
|
|
|
|
1,916,063
|
|
|
1,826,975
|
|
||
Accumulated depreciation
|
|
|
|
(266,491
|
)
|
|
(202,959
|
)
|
||
Net property, plant and equipment
|
|
|
|
$
|
1,649,572
|
|
|
$
|
1,624,016
|
|
|
(1)
|
Due to the deconsolidation of TLP in February 2016 (see
Note 1
), the tank bottoms for the TLP terminals were reclassified to noncurrent assets.
|
|
Year Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Depreciation expense
|
$
|
136,938
|
|
|
$
|
105,687
|
|
|
$
|
59,899
|
|
Capitalized interest expense
|
4,012
|
|
|
113
|
|
|
774
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||
Product
|
|
Volume
(in barrels) (in thousands) |
|
Value
(in thousands) |
|
Volume
(in barrels) (in thousands) |
|
Value
(in thousands) |
||||||
Gasoline
|
|
—
|
|
|
$
|
—
|
|
|
219
|
|
|
$
|
25,710
|
|
Crude oil
|
|
231
|
|
|
19,348
|
|
|
184
|
|
|
16,835
|
|
||
Diesel
|
|
—
|
|
|
—
|
|
|
124
|
|
|
15,153
|
|
||
Renewables
|
|
—
|
|
|
—
|
|
|
41
|
|
|
4,220
|
|
||
Other
|
|
24
|
|
|
1,007
|
|
|
12
|
|
|
738
|
|
||
Total
|
|
|
|
|
$
|
20,355
|
|
|
|
|
$
|
62,656
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Retail
Propane |
|
Refined
Products and Renewables |
|
Total
|
||||||||||||
Balances at March 31, 2014, as retrospectively adjusted
|
$
|
579,846
|
|
|
$
|
264,127
|
|
|
$
|
91,135
|
|
|
$
|
114,285
|
|
|
$
|
36,000
|
|
|
$
|
1,085,393
|
|
Disposals (Note 14)
|
—
|
|
|
(1,797
|
)
|
|
(8,185
|
)
|
|
—
|
|
|
—
|
|
|
(9,982
|
)
|
||||||
Acquisitions (Note 4)
|
—
|
|
|
261,460
|
|
|
183,096
|
|
|
8,097
|
|
|
30,169
|
|
|
482,822
|
|
||||||
Balances at March 31, 2015, as retrospectively adjusted
|
579,846
|
|
|
523,790
|
|
|
266,046
|
|
|
122,382
|
|
|
66,169
|
|
|
1,558,233
|
|
||||||
Acquisitions (Note 4)
|
—
|
|
|
147,322
|
|
|
—
|
|
|
5,046
|
|
|
—
|
|
|
152,368
|
|
||||||
Disposals (Note 14)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,042
|
)
|
|
(15,042
|
)
|
||||||
Impairment (Note 14)
|
—
|
|
|
(380,197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(380,197
|
)
|
||||||
Balances at March 31, 2016
|
$
|
579,846
|
|
|
$
|
290,915
|
|
|
$
|
266,046
|
|
|
$
|
127,428
|
|
|
$
|
51,127
|
|
|
$
|
1,315,362
|
|
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||
|
|
Amortizable
Lives
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
||||||||
|
|
|
|
(in thousands)
|
||||||||||||||
Amortizable-
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
|
3-20 years
|
|
$
|
852,118
|
|
|
$
|
233,838
|
|
|
$
|
890,118
|
|
|
$
|
159,215
|
|
Pipeline capacity rights
|
|
30 years
|
|
119,636
|
|
|
6,559
|
|
|
119,636
|
|
|
2,571
|
|
||||
Water facility development agreement
|
|
5 years
|
|
14,000
|
|
|
7,700
|
|
|
14,000
|
|
|
4,900
|
|
||||
Executory contracts and other agreements
|
|
2-10 years
|
|
23,920
|
|
|
21,075
|
|
|
23,920
|
|
|
18,387
|
|
||||
Non-compete agreements
|
|
2-32 years
|
|
20,903
|
|
|
13,564
|
|
|
19,762
|
|
|
10,408
|
|
||||
Trade names
|
|
1-10 years
|
|
15,439
|
|
|
12,034
|
|
|
15,439
|
|
|
7,569
|
|
||||
Debt issuance costs (1)
|
|
3 years
|
|
39,942
|
|
|
22,108
|
|
|
33,306
|
|
|
13,443
|
|
||||
Total amortizable
|
|
|
|
1,085,958
|
|
|
316,878
|
|
|
1,116,181
|
|
|
216,493
|
|
||||
Non-amortizable-
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer commitments
|
|
|
|
310,000
|
|
|
—
|
|
|
310,000
|
|
|
—
|
|
||||
Rights-of-way and easements (2)
|
|
|
|
47,190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Trade names
|
|
|
|
22,620
|
|
|
—
|
|
|
22,620
|
|
|
—
|
|
||||
Total non-amortizable
|
|
|
|
379,810
|
|
|
—
|
|
|
332,620
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
1,465,768
|
|
|
$
|
316,878
|
|
|
$
|
1,448,801
|
|
|
$
|
216,493
|
|
|
(1)
|
Includes debt issuance costs related to revolving credit facilities. Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt.
|
(2)
|
See
Note 16
for a discussion of acquired rights-of-way and easements along a planned pipeline route.
|
|
|
Year Ended March 31,
|
||||||||||
Recorded In
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Depreciation and amortization
|
|
$
|
91,986
|
|
|
$
|
88,262
|
|
|
$
|
60,855
|
|
Cost of sales
|
|
6,700
|
|
|
7,767
|
|
|
6,172
|
|
|||
Interest expense
|
|
8,942
|
|
|
5,722
|
|
|
4,800
|
|
|||
Total
|
|
$
|
107,628
|
|
|
$
|
101,751
|
|
|
$
|
71,827
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||||||||||
|
|
Face
Amount |
|
Unamortized
Debt Issuance Costs (1) |
|
Book
Value |
|
Face
Amount |
|
Unamortized
Debt Issuance Costs (1) |
|
Book
Value |
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Revolving credit facility —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Expansion capital borrowings
|
|
$
|
1,229,500
|
|
|
$
|
—
|
|
|
$
|
1,229,500
|
|
|
$
|
702,500
|
|
|
$
|
—
|
|
|
$
|
702,500
|
|
Working capital borrowings
|
|
618,500
|
|
|
—
|
|
|
618,500
|
|
|
688,000
|
|
|
—
|
|
|
688,000
|
|
||||||
5.125% Notes due 2019
|
|
388,467
|
|
|
(4,681
|
)
|
|
383,786
|
|
|
400,000
|
|
|
(6,242
|
)
|
|
393,758
|
|
||||||
6.875% Notes due 2021
|
|
388,289
|
|
|
(7,545
|
)
|
|
380,744
|
|
|
450,000
|
|
|
(10,280
|
)
|
|
439,720
|
|
||||||
6.650% Notes due 2022
|
|
250,000
|
|
|
(3,166
|
)
|
|
246,834
|
|
|
250,000
|
|
|
(1,313
|
)
|
|
248,687
|
|
||||||
TLP credit facility (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
||||||
Other long-term debt
|
|
61,488
|
|
|
(108
|
)
|
|
61,380
|
|
|
9,271
|
|
|
—
|
|
|
9,271
|
|
||||||
|
|
2,936,244
|
|
|
(15,500
|
)
|
|
2,920,744
|
|
|
2,749,771
|
|
|
(17,835
|
)
|
|
2,731,936
|
|
||||||
Less: Current maturities
|
|
7,907
|
|
|
—
|
|
|
7,907
|
|
|
4,472
|
|
|
—
|
|
|
4,472
|
|
||||||
Long-term debt
|
|
$
|
2,928,337
|
|
|
$
|
(15,500
|
)
|
|
$
|
2,912,837
|
|
|
$
|
2,745,299
|
|
|
$
|
(17,835
|
)
|
|
$
|
2,727,464
|
|
|
(1)
|
Debt issuance costs related to revolving credit facilities are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.
|
(2)
|
Due to the sale of the general partner interest in TLP, TLP was deconsolidated as of February 1, 2016 (see
Note 1
and
Note 14
).
|
Year Ended March 31,
|
||||
2016
|
|
2015
|
|
2014
|
(in thousands)
|
||||
$4,645
|
|
$3,037
|
|
$927
|
Year Ending March 31,
|
|
Revolving
Credit
Facility
|
|
2019
Notes
|
|
2021
Notes
|
|
2022
Notes
|
|
Other
Long-Term
Debt
|
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,899
|
|
|
$
|
7,899
|
|
2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
7,143
|
|
|
32,143
|
|
||||||
2019
|
|
1,848,000
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
6,053
|
|
|
1,904,053
|
|
||||||
2020
|
|
—
|
|
|
388,467
|
|
|
—
|
|
|
50,000
|
|
|
5,621
|
|
|
444,088
|
|
||||||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
34,671
|
|
|
84,671
|
|
||||||
Thereafter
|
|
—
|
|
|
—
|
|
|
388,289
|
|
|
75,000
|
|
|
101
|
|
|
463,390
|
|
||||||
Total
|
|
$
|
1,848,000
|
|
|
$
|
388,467
|
|
|
$
|
388,289
|
|
|
$
|
250,000
|
|
|
$
|
61,488
|
|
|
$
|
2,936,244
|
|
Balance at March 31, 2014
|
|
$
|
2,261
|
|
Liabilities incurred
|
|
1,695
|
|
|
Liabilities settled
|
|
(390
|
)
|
|
Accretion expense
|
|
333
|
|
|
Balance at March 31, 2015
|
|
3,899
|
|
|
Liabilities incurred
|
|
1,486
|
|
|
Liabilities settled
|
|
(191
|
)
|
|
Accretion expense
|
|
380
|
|
|
Balance at March 31, 2016
|
|
$
|
5,574
|
|
Year Ending March 31,
|
|
||
2017
|
$
|
136,065
|
|
2018
|
120,723
|
|
|
2019
|
98,266
|
|
|
2020
|
87,569
|
|
|
2021
|
77,821
|
|
|
Thereafter
|
127,315
|
|
|
Total
|
$
|
647,759
|
|
Year Ending March 31,
|
|
|
|
2017
|
$
|
53,024
|
|
2018
|
53,042
|
|
|
2019
|
52,250
|
|
|
2020
|
42,418
|
|
|
Total
|
$
|
200,734
|
|
|
|
Volume
|
|
Value
|
|||
|
|
(in thousands)
|
|||||
Purchase commitments:
|
|
|
|
|
|
|
|
Natural gas liquids fixed-price (gallons)
|
|
22,078
|
|
|
$
|
8,493
|
|
Natural gas liquids index-price (gallons)
|
|
855,945
|
|
|
365,477
|
|
|
Crude oil fixed-price (barrels)
|
|
1,077
|
|
|
41,756
|
|
|
Crude oil index-price (barrels)
|
|
14,722
|
|
|
518,431
|
|
|
Sale commitments:
|
|
|
|
|
|
|
|
Natural gas liquids fixed-price (gallons)
|
|
85,162
|
|
|
52,633
|
|
|
Natural gas liquids index-price (gallons)
|
|
312,198
|
|
|
197,861
|
|
|
Crude oil fixed-price (barrels)
|
|
2,107
|
|
|
92,469
|
|
|
Crude oil index-price (barrels)
|
|
18,754
|
|
|
730,583
|
|
Issuance Date
|
|
Type of
Offering |
|
Number of
Common Units Issued |
|
Gross
Proceeds |
|
Underwriting
Discounts and Commissions |
|
Offering
Costs |
|
Net
Proceeds |
|||||||||
March 11, 2015
|
|
Public Offering
|
|
6,250,000
|
|
|
$
|
172.3
|
|
|
$
|
1.4
|
|
|
$
|
0.2
|
|
|
$
|
170.7
|
|
June 23, 2014
|
|
Public Offering
|
|
8,767,100
|
|
|
383.2
|
|
|
12.3
|
|
|
0.5
|
|
|
370.4
|
|
||||
December 2, 2013
|
|
Private Placement
|
|
8,110,848
|
|
|
240.0
|
|
|
—
|
|
|
4.9
|
|
|
235.1
|
|
||||
September 25, 2013
|
|
Public Offering
|
|
4,100,000
|
|
|
132.8
|
|
|
5.0
|
|
|
0.2
|
|
|
127.6
|
|
||||
July 5, 2013
|
|
Public Offering
|
|
10,350,000
|
|
|
300.2
|
|
|
12.0
|
|
|
0.7
|
|
|
287.5
|
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount
Per Unit
|
|
Amount Paid to
Limited Partners
|
|
Amount Paid To
General Partner
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||
April 25, 2013
|
|
May 6, 2013
|
|
May 15, 2013
|
|
$
|
0.4775
|
|
|
$
|
25,605
|
|
|
$
|
1,189
|
|
July 25, 2013
|
|
August 5, 2013
|
|
August 14, 2013
|
|
0.4938
|
|
|
31,725
|
|
|
1,739
|
|
|||
October 23, 2013
|
|
November 4, 2013
|
|
November 14, 2013
|
|
0.5113
|
|
|
35,908
|
|
|
2,491
|
|
|||
January 24, 2014
|
|
February 4, 2014
|
|
February 14, 2014
|
|
0.5313
|
|
|
42,150
|
|
|
4,283
|
|
|||
April 24, 2014
|
|
May 5, 2014
|
|
May 15, 2014
|
|
0.5513
|
|
|
43,737
|
|
|
5,754
|
|
|||
July 24, 2014
|
|
August 4, 2014
|
|
August 14, 2014
|
|
0.5888
|
|
|
52,036
|
|
|
9,481
|
|
|||
October 24, 2014
|
|
November 4, 2014
|
|
November 14, 2014
|
|
0.6088
|
|
|
53,902
|
|
|
11,141
|
|
|||
January 26, 2015
|
|
February 6, 2015
|
|
February 13, 2015
|
|
0.6175
|
|
|
54,684
|
|
|
11,860
|
|
|||
April 24, 2015
|
|
May 5, 2015
|
|
May 15, 2015
|
|
0.6250
|
|
|
59,651
|
|
|
13,446
|
|
|||
July 23, 2015
|
|
August 3, 2015
|
|
August 14, 2015
|
|
0.6325
|
|
|
66,248
|
|
|
15,483
|
|
|||
October 22, 2015
|
|
November 3, 2015
|
|
November 13, 2015
|
|
0.6400
|
|
|
67,313
|
|
|
16,277
|
|
|||
January 21, 2016
|
|
February 3, 2016
|
|
February 15, 2016
|
|
0.6400
|
|
|
67,310
|
|
|
16,279
|
|
|||
April 21, 2016
|
|
May 3, 2016
|
|
May 13, 2016
|
|
0.3900
|
|
|
40,626
|
|
|
70
|
|
Record Date
|
|
Equivalent Units
Not Eligible |
|
November 4, 2013
|
|
979,886
|
|
February 6, 2015
|
|
132,100
|
|
May 5, 2015
|
|
8,352,902
|
|
February 3, 2016
|
|
223,077
|
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount
Per Unit
|
|
Amount Paid
To NGL
|
|
Amount Paid To
Other Partners
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||
October 13, 2014
|
|
October 31, 2014
|
|
November 7, 2014
|
|
$
|
0.6650
|
|
|
$
|
4,010
|
|
|
$
|
8,614
|
|
January 8, 2015
|
|
January 30, 2015
|
|
February 6, 2015
|
|
0.6650
|
|
|
4,010
|
|
|
8,614
|
|
|||
April 13, 2015
|
|
April 30, 2015
|
|
May 7, 2015
|
|
0.6650
|
|
|
4,007
|
|
|
8,617
|
|
|||
July 13, 2015
|
|
July 31, 2015
|
|
August 7, 2015
|
|
0.6650
|
|
|
4,007
|
|
|
8,617
|
|
|||
October 12, 2015
|
|
October 30, 2015
|
|
November 6, 2015
|
|
0.6650
|
|
|
4,007
|
|
|
8,617
|
|
|||
January 19, 2016
|
|
January 29, 2016
|
|
February 8, 2016
|
|
0.6700
|
|
|
4,104
|
|
|
8,681
|
|
Unvested Service Award units at March 31, 2013
|
|
1,444,900
|
|
Units granted
|
|
494,000
|
|
Units vested and issued
|
|
(296,269
|
)
|
Units withheld for employee taxes
|
|
(122,531
|
)
|
Units forfeited
|
|
(209,000
|
)
|
Unvested Service Award units at March 31, 2014
|
|
1,311,100
|
|
Units granted
|
|
2,093,139
|
|
Units vested and issued
|
|
(586,010
|
)
|
Units withheld for employee taxes
|
|
(354,829
|
)
|
Units forfeited
|
|
(203,000
|
)
|
Unvested Service Award units at March 31, 2015
|
|
2,260,400
|
|
Units granted
|
|
1,484,412
|
|
Units vested and issued
|
|
(844,626
|
)
|
Units withheld for employee taxes
|
|
(464,054
|
)
|
Units forfeited
|
|
(139,000
|
)
|
Unvested Service Award units at March 31, 2016
|
|
2,297,132
|
|
Year Ending March 31,
|
|
Number of Units
|
|
2017
|
|
1,369,491
|
|
2018
|
|
763,141
|
|
2019
|
|
142,500
|
|
2020
|
|
21,000
|
|
2021
|
|
1,000
|
|
Unvested Service Award units at March 31, 2016
|
|
2,297,132
|
|
March 31, 2013
|
|
$
|
5,043
|
|
Expense recorded
|
|
17,804
|
|
|
Value of units vested and issued
|
|
(9,085
|
)
|
|
Taxes paid on behalf of participants
|
|
(3,750
|
)
|
|
March 31, 2014
|
|
10,012
|
|
|
Expense recorded
|
|
32,767
|
|
|
Value of units vested and issued
|
|
(23,134
|
)
|
|
Taxes paid on behalf of participants
|
|
(13,491
|
)
|
|
March 31, 2015
|
|
6,154
|
|
|
Expense recorded
|
|
35,177
|
|
|
Value of units vested and issued
|
|
(23,631
|
)
|
|
Taxes paid on behalf of participants
|
|
(12,975
|
)
|
|
March 31, 2016
|
|
$
|
4,725
|
|
Performance Units Granted Per Tranche
|
|
Vesting Date of Tranche
|
|
Performance Period for Tranche
|
349,691
|
|
July 1, 2015
|
|
July 1, 2012 through June 30, 2015
|
347,691
|
|
July 1, 2016
|
|
July 1, 2013 through June 30, 2016
|
343,691
|
|
July 1, 2017
|
|
July 1, 2014 through June 30, 2017
|
Our Relative TUR Percentile Ranking
|
|
Payout (% of Target Units)
|
Less than 50th percentile
|
|
0%
|
Between the 50th and 75th percentile
|
|
50%–100%
|
Between the 75th and 90th percentile
|
|
100%–200%
|
Above the 90% percentile
|
|
200%
|
Vesting Date of Tranche
|
|
Maximum Performance
Award Units |
|
July 1, 2016
|
|
641,382
|
|
July 1, 2017
|
|
633,382
|
|
Total
|
|
1,274,764
|
|
Vesting Date of Tranche
|
|
Fair Value of
Unvested Awards |
||
|
|
(in thousands)
|
||
July 1, 2016
|
|
$
|
263
|
|
July 1, 2017
|
|
285
|
|
|
Total
|
|
$
|
548
|
|
Balance at March 31, 2015
|
|
$
|
—
|
|
Expense recorded
|
|
16,388
|
|
|
Value of units vested and issued
|
|
(9,659
|
)
|
|
Taxes paid on behalf of participants
|
|
(6,420
|
)
|
|
Balance at March 31, 2016
|
|
$
|
309
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||
|
|
Derivative
Assets |
|
Derivative
Liabilities |
|
Derivative
Assets |
|
Derivative
Liabilities |
||||||||
|
|
(in thousands)
|
||||||||||||||
Level 1 measurements
|
|
$
|
47,361
|
|
|
$
|
(3,983
|
)
|
|
$
|
83,779
|
|
|
$
|
(3,969
|
)
|
Level 2 measurements
|
|
32,700
|
|
|
(28,612
|
)
|
|
34,963
|
|
|
(28,764
|
)
|
||||
|
|
80,061
|
|
|
(32,595
|
)
|
|
118,742
|
|
|
(32,733
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Netting of counterparty contracts (1)
|
|
(3,384
|
)
|
|
3,384
|
|
|
(1,804
|
)
|
|
1,804
|
|
||||
Net cash collateral provided (held)
|
|
(18,176
|
)
|
|
599
|
|
|
(56,660
|
)
|
|
2,979
|
|
||||
Commodity derivatives in consolidated balance sheet
|
|
$
|
58,501
|
|
|
$
|
(28,612
|
)
|
|
$
|
60,278
|
|
|
$
|
(27,950
|
)
|
|
(1)
|
Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty.
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Prepaid expenses and other current assets
|
|
$
|
58,501
|
|
|
$
|
60,278
|
|
Accrued expenses and other payables
|
|
(28,612
|
)
|
|
(27,950
|
)
|
||
Net commodity derivative asset
|
|
$
|
29,889
|
|
|
$
|
32,328
|
|
Contracts
|
|
Settlement Period
|
|
Net Long
(Short) Notional (Barrels) |
|
Fair Value
of Net Assets (Liabilities) |
|||
|
|
|
|
(in thousands)
|
|||||
At March 31, 2016-
|
|
|
|
|
|
|
|||
Cross-commodity (1)
|
|
April 2016–March 2017
|
|
251
|
|
|
$
|
1,663
|
|
Crude oil fixed-price (2)
|
|
April 2016–December 2016
|
|
(1,583
|
)
|
|
(3,655
|
)
|
|
Propane fixed-price (2)
|
|
April 2016–December 2017
|
|
540
|
|
|
(592
|
)
|
|
Refined products fixed-price (2)
|
|
April 2016–June 2017
|
|
(5,355
|
)
|
|
48,557
|
|
|
Other
|
|
April 2016–March 2017
|
|
|
|
1,493
|
|
||
|
|
|
|
|
|
47,466
|
|
||
Net cash collateral held
|
|
|
|
|
|
(17,577
|
)
|
||
Net commodity derivatives in consolidated balance sheet
|
|
|
|
|
|
$
|
29,889
|
|
|
|
|
|
|
|
|
|
|||
At March 31, 2015-
|
|
|
|
|
|
|
|||
Cross-commodity (1)
|
|
April 2015–March 2016
|
|
98
|
|
|
$
|
(105
|
)
|
Crude oil fixed-price (2)
|
|
April 2015–June 2015
|
|
(1,113
|
)
|
|
(171
|
)
|
|
Crude oil index-price (3)
|
|
April 2015–July 2015
|
|
751
|
|
|
1,835
|
|
|
Propane fixed-price (2)
|
|
April 2015–December 2016
|
|
193
|
|
|
(2,842
|
)
|
|
Refined products fixed-price (2)
|
|
April 2015–December 2015
|
|
(3,005
|
)
|
|
84,996
|
|
|
Other
|
|
April 2015–December 2015
|
|
|
|
2,296
|
|
||
|
|
|
|
|
|
86,009
|
|
||
Net cash collateral held
|
|
|
|
|
|
(53,681
|
)
|
||
Net commodity derivatives in consolidated balance sheet
|
|
|
|
|
|
$
|
32,328
|
|
|
(1)
|
Cross-commodity - We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different commodity price indices. These contracts are derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price.
|
(2)
|
Commodity fixed-price - 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.
|
(3)
|
Commodity fixed-price - We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different indices. These indices may vary in the commodity grade or location, or in the timing of delivery within a given month. These contracts are derivatives we have entered into as an economic hedge against the risk of one index moving relative to another index.
|
5.125% Notes due 2019
|
|
$
|
235,023
|
|
6.875% Notes due 2021
|
|
233,621
|
|
|
6.650% Notes due 2022
|
|
156,638
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Revenues (1):
|
|
|
|
|
|
|
||||||
Crude oil logistics-
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
3,170,891
|
|
|
$
|
6,621,871
|
|
|
$
|
4,559,923
|
|
Crude oil transportation and other
|
|
55,882
|
|
|
43,349
|
|
|
36,469
|
|
|||
Elimination of intersegment sales
|
|
(9,694
|
)
|
|
(29,836
|
)
|
|
(37,847
|
)
|
|||
Total crude oil logistics revenues
|
|
3,217,079
|
|
|
6,635,384
|
|
|
4,558,545
|
|
|||
Water solutions-
|
|
|
|
|
|
|
||||||
Service fees
|
|
136,710
|
|
|
105,682
|
|
|
58,161
|
|
|||
Recovered hydrocarbons
|
|
41,090
|
|
|
81,762
|
|
|
67,627
|
|
|||
Water transportation
|
|
—
|
|
|
10,760
|
|
|
17,312
|
|
|||
Other revenues
|
|
7,201
|
|
|
1,838
|
|
|
—
|
|
|||
Total water solutions revenues
|
|
185,001
|
|
|
200,042
|
|
|
143,100
|
|
|||
Liquids-
|
|
|
|
|
|
|
||||||
Propane sales
|
|
618,919
|
|
|
1,265,262
|
|
|
1,632,948
|
|
|||
Other product sales
|
|
620,175
|
|
|
1,111,834
|
|
|
1,231,965
|
|
|||
Other revenues
|
|
35,943
|
|
|
28,745
|
|
|
31,062
|
|
|||
Elimination of intersegment sales
|
|
(80,558
|
)
|
|
(162,016
|
)
|
|
(245,550
|
)
|
|||
Total liquids revenues
|
|
1,194,479
|
|
|
2,243,825
|
|
|
2,650,425
|
|
|||
Retail propane-
|
|
|
|
|
|
|
||||||
Propane sales
|
|
248,673
|
|
|
347,575
|
|
|
388,225
|
|
|||
Distillate sales
|
|
64,868
|
|
|
106,037
|
|
|
127,672
|
|
|||
Other revenues
|
|
39,436
|
|
|
35,585
|
|
|
35,918
|
|
|||
Total retail propane revenues
|
|
352,977
|
|
|
489,197
|
|
|
551,815
|
|
|||
Refined products and renewables-
|
|
|
|
|
|
|
||||||
Refined products sales
|
|
6,294,008
|
|
|
6,682,040
|
|
|
1,180,895
|
|
|||
Renewables sales
|
|
390,753
|
|
|
473,885
|
|
|
176,781
|
|
|||
Service fees
|
|
108,221
|
|
|
76,847
|
|
|
—
|
|
|||
Elimination of intersegment sales
|
|
(870
|
)
|
|
(1,079
|
)
|
|
—
|
|
|||
Total refined products and renewables revenues
|
|
6,792,112
|
|
|
7,231,693
|
|
|
1,357,676
|
|
|||
Corporate and other
|
|
462
|
|
|
1,916
|
|
|
437,713
|
|
|||
Total revenues
|
|
$
|
11,742,110
|
|
|
$
|
16,802,057
|
|
|
$
|
9,699,274
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
||||||
Crude oil logistics
|
|
$
|
39,363
|
|
|
$
|
38,626
|
|
|
$
|
22,111
|
|
Water solutions
|
|
91,685
|
|
|
73,618
|
|
|
55,105
|
|
|||
Liquids
|
|
15,642
|
|
|
13,513
|
|
|
11,018
|
|
|||
Retail propane
|
|
35,992
|
|
|
31,827
|
|
|
28,878
|
|
|||
Refined products and renewables
|
|
40,861
|
|
|
32,948
|
|
|
625
|
|
|||
Corporate and other
|
|
5,381
|
|
|
3,417
|
|
|
3,017
|
|
|||
Total depreciation and amortization
|
|
$
|
228,924
|
|
|
$
|
193,949
|
|
|
$
|
120,754
|
|
Operating Income (Loss):
|
|
|
|
|
|
|
||||||
Crude oil logistics
|
|
$
|
(40,745
|
)
|
|
$
|
(35,832
|
)
|
|
$
|
678
|
|
Water solutions
|
|
(313,673
|
)
|
|
65,340
|
|
|
10,317
|
|
|||
Liquids
|
|
76,173
|
|
|
45,072
|
|
|
71,888
|
|
|||
Retail propane
|
|
44,096
|
|
|
64,075
|
|
|
61,285
|
|
|||
Refined products and renewables
|
|
226,951
|
|
|
54,567
|
|
|
6,514
|
|
|||
Corporate and other
|
|
(97,405
|
)
|
|
(85,802
|
)
|
|
(44,117
|
)
|
|||
Total operating (loss) income
|
|
$
|
(104,603
|
)
|
|
$
|
107,420
|
|
|
$
|
106,565
|
|
|
(1)
|
During the six months ended September 30, 2015, we made certain changes in the way we attribute revenues to the categories shown in the table above. These changes did not impact total revenues. We have retrospectively adjusted previously reported amounts to conform to the current presentation.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Additions to property, plant and equipment:
|
|
|
|
|
|
|
||||||
Crude oil logistics
|
|
$
|
447,952
|
|
|
$
|
58,747
|
|
|
$
|
204,642
|
|
Water solutions
|
|
211,080
|
|
|
186,007
|
|
|
100,877
|
|
|||
Liquids
|
|
50,533
|
|
|
114,180
|
|
|
52,560
|
|
|||
Retail propane
|
|
41,235
|
|
|
35,602
|
|
|
24,430
|
|
|||
Refined products and renewables
|
|
25,147
|
|
|
573,954
|
|
|
1,238
|
|
|||
Corporate and other
|
|
15,172
|
|
|
1,286
|
|
|
7,242
|
|
|||
Total
|
|
$
|
791,119
|
|
|
$
|
969,776
|
|
|
$
|
390,989
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Long-lived assets, net:
|
|
|
|
|
||||
Crude oil logistics
|
|
$
|
1,679,027
|
|
|
$
|
1,327,538
|
|
Water solutions
|
|
1,162,405
|
|
|
1,244,965
|
|
||
Liquids
|
|
572,081
|
|
|
534,317
|
|
||
Retail propane
|
|
483,330
|
|
|
467,254
|
|
||
Refined products and renewables
|
|
180,783
|
|
|
808,126
|
|
||
Corporate and other
|
|
36,198
|
|
|
32,357
|
|
||
Total
|
|
$
|
4,113,824
|
|
|
$
|
4,414,557
|
|
|
|
|
|
|
||||
Total assets:
|
|
|
|
|
||||
Crude oil logistics
|
|
$
|
2,197,113
|
|
|
$
|
2,337,188
|
|
Water solutions
|
|
1,236,875
|
|
|
1,311,175
|
|
||
Liquids
|
|
693,872
|
|
|
713,810
|
|
||
Retail propane
|
|
538,267
|
|
|
542,078
|
|
||
Refined products and renewables
|
|
765,806
|
|
|
1,669,851
|
|
||
Corporate and other
|
|
128,222
|
|
|
81,690
|
|
||
Total
|
|
$
|
5,560,155
|
|
|
$
|
6,655,792
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Sales to SemGroup
|
|
$
|
43,825
|
|
|
$
|
88,276
|
|
|
$
|
160,993
|
|
Purchases from SemGroup
|
|
53,209
|
|
|
130,134
|
|
|
300,164
|
|
|||
Sales to equity method investees
|
|
14,836
|
|
|
14,493
|
|
|
—
|
|
|||
Purchases from equity method investees
|
|
113,780
|
|
|
149,828
|
|
|
47,731
|
|
|||
Sales to entities affiliated with management
|
|
318
|
|
|
2,151
|
|
|
110,824
|
|
|||
Purchases from entities affiliated with management
|
|
45,197
|
|
|
29,419
|
|
|
120,038
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Receivables from SemGroup
|
|
$
|
1,166
|
|
|
$
|
13,443
|
|
Receivables from equity method investees
|
|
14,446
|
|
|
652
|
|
||
Receivables from entities affiliated with management
|
|
13
|
|
|
3,103
|
|
||
Total
|
|
$
|
15,625
|
|
|
$
|
17,198
|
|
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Payables to SemGroup
|
|
$
|
1,823
|
|
|
$
|
11,546
|
|
Payables to equity method investees
|
|
3,947
|
|
|
6,788
|
|
||
Payables to entities affiliated with management
|
|
1,423
|
|
|
7,460
|
|
||
Total
|
|
$
|
7,193
|
|
|
$
|
25,794
|
|
|
December 31, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Goodwill
|
$
|
1,522,644
|
|
|
$
|
177,509
|
|
|
$
|
1,700,153
|
|
Total assets
|
6,547,043
|
|
|
177,509
|
|
|
6,724,552
|
|
|||
Accrued expenses and other payables
|
193,295
|
|
|
4,563
|
|
|
197,858
|
|
|||
Total current liabilities
|
796,908
|
|
|
4,563
|
|
|
801,471
|
|
|||
Other noncurrent liabilities
|
13,232
|
|
|
99,692
|
|
|
112,924
|
|
|||
Equity - general partner interest
|
(34,431
|
)
|
|
77
|
|
|
(34,354
|
)
|
|||
Equity - limited partners interest
|
1,920,528
|
|
|
71,734
|
|
|
1,992,262
|
|
|||
Equity - noncontrolling interests
|
544,890
|
|
|
1,443
|
|
|
546,333
|
|
|||
Total equity
|
2,430,839
|
|
|
73,254
|
|
|
2,504,093
|
|
|||
Total liabilities and equity
|
6,547,043
|
|
|
177,509
|
|
|
6,724,552
|
|
|
September 30, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Goodwill
|
$
|
1,490,928
|
|
|
$
|
167,309
|
|
|
$
|
1,658,237
|
|
Total assets
|
6,433,747
|
|
|
167,309
|
|
|
6,601,056
|
|
|||
Accrued expenses and other payables
|
164,433
|
|
|
5,469
|
|
|
169,902
|
|
|||
Total current liabilities
|
852,170
|
|
|
5,469
|
|
|
857,639
|
|
|||
Other noncurrent liabilities
|
17,679
|
|
|
109,960
|
|
|
127,639
|
|
|||
Equity - general partner interest
|
(34,380
|
)
|
|
55
|
|
|
(34,325
|
)
|
|||
Equity - limited partners interest
|
1,976,663
|
|
|
51,080
|
|
|
2,027,743
|
|
|||
Equity - noncontrolling interests
|
544,147
|
|
|
745
|
|
|
544,892
|
|
|||
Total equity
|
2,486,294
|
|
|
51,880
|
|
|
2,538,174
|
|
|||
Total liabilities and equity
|
6,433,747
|
|
|
167,309
|
|
|
6,601,056
|
|
|
June 30, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Goodwill
|
$
|
1,451,654
|
|
|
$
|
148,809
|
|
|
$
|
1,600,463
|
|
Total assets
|
6,625,715
|
|
|
148,809
|
|
|
6,774,524
|
|
|||
Accrued expenses and other payables
|
237,407
|
|
|
5,898
|
|
|
243,305
|
|
|||
Total current liabilities
|
1,088,700
|
|
|
5,898
|
|
|
1,094,598
|
|
|||
Other noncurrent liabilities
|
17,082
|
|
|
109,083
|
|
|
126,165
|
|
|||
Equity - general partner interest
|
(35,097
|
)
|
|
36
|
|
|
(35,061
|
)
|
|||
Equity - limited partners interest
|
2,056,852
|
|
|
33,653
|
|
|
2,090,505
|
|
|||
Equity - noncontrolling interests
|
547,162
|
|
|
139
|
|
|
547,301
|
|
|||
Total equity
|
2,568,800
|
|
|
33,828
|
|
|
2,602,628
|
|
|||
Total liabilities and equity
|
6,625,715
|
|
|
148,809
|
|
|
6,774,524
|
|
|
March 31, 2015
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Goodwill
|
$
|
1,433,224
|
|
|
$
|
125,009
|
|
|
$
|
1,558,233
|
|
Total assets
|
6,530,783
|
|
|
125,009
|
|
|
6,655,792
|
|
|||
Accrued expenses and other payables
|
196,357
|
|
|
5,992
|
|
|
202,349
|
|
|||
Total current liabilities
|
1,113,875
|
|
|
5,992
|
|
|
1,119,867
|
|
|||
Other noncurrent liabilities
|
16,321
|
|
|
98,708
|
|
|
115,029
|
|
|||
Equity - general partner interest
|
(37,021
|
)
|
|
21
|
|
|
(37,000
|
)
|
|||
Equity - limited partners interest
|
2,162,924
|
|
|
20,624
|
|
|
2,183,551
|
|
|||
Equity - noncontrolling interests
|
547,326
|
|
|
(336
|
)
|
|
546,990
|
|
|||
Total equity
|
2,673,120
|
|
|
20,309
|
|
|
2,693,432
|
|
|||
Total liabilities and equity
|
6,530,783
|
|
|
125,009
|
|
|
6,655,792
|
|
|
December 31, 2014
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Goodwill
|
$
|
1,250,239
|
|
|
$
|
111,308
|
|
|
$
|
1,361,547
|
|
Total assets
|
6,905,902
|
|
|
111,308
|
|
|
7,017,210
|
|
|||
Accrued expenses and other payables
|
277,304
|
|
|
5,661
|
|
|
282,965
|
|
|||
Total current liabilities
|
1,901,168
|
|
|
5,661
|
|
|
1,906,829
|
|
|||
Other noncurrent liabilities
|
11,811
|
|
|
99,805
|
|
|
111,616
|
|
|||
Equity - general partner interest
|
(39,035
|
)
|
|
6
|
|
|
(39,029
|
)
|
|||
Equity - limited partners interest
|
1,709,150
|
|
|
5,638
|
|
|
1,714,788
|
|
|||
Equity - noncontrolling interests
|
569,575
|
|
|
198
|
|
|
569,773
|
|
|||
Total equity
|
2,239,601
|
|
|
5,842
|
|
|
2,245,443
|
|
|||
Total liabilities and equity
|
6,905,902
|
|
|
111,308
|
|
|
7,017,210
|
|
|
September 30, 2014
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Goodwill
|
$
|
1,170,490
|
|
|
$
|
83,783
|
|
|
$
|
1,254,273
|
|
Total assets
|
6,551,679
|
|
|
83,783
|
|
|
6,635,462
|
|
|||
Accrued expenses and other payables
|
218,482
|
|
|
4,922
|
|
|
223,404
|
|
|||
Total current liabilities
|
1,759,980
|
|
|
4,922
|
|
|
1,764,902
|
|
|||
Other noncurrent liabilities
|
39,518
|
|
|
75,211
|
|
|
114,729
|
|
|||
Equity - general partner interest
|
(39,690
|
)
|
|
4
|
|
|
(39,686
|
)
|
|||
Equity - limited partners interest
|
1,785,823
|
|
|
3,550
|
|
|
1,789,373
|
|
|||
Equity - noncontrolling interests
|
568,770
|
|
|
96
|
|
|
568,866
|
|
|||
Total equity
|
2,314,830
|
|
|
3,650
|
|
|
2,318,480
|
|
|||
Total liabilities and equity
|
6,551,679
|
|
|
83,783
|
|
|
6,635,462
|
|
|
June 30, 2014
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Goodwill
|
$
|
1,101,471
|
|
|
$
|
56,830
|
|
|
$
|
1,158,301
|
|
Total assets
|
4,265,502
|
|
|
56,830
|
|
|
4,322,332
|
|
|||
Accrued expenses and other payables
|
123,939
|
|
|
4,621
|
|
|
128,560
|
|
|||
Total current liabilities
|
1,034,335
|
|
|
4,621
|
|
|
1,038,956
|
|
|||
Other noncurrent liabilities
|
8,000
|
|
|
50,862
|
|
|
58,862
|
|
|||
Equity - general partner interest
|
(41,308
|
)
|
|
1
|
|
|
(41,307
|
)
|
|||
Equity - limited partners interest
|
1,822,572
|
|
|
1,223
|
|
|
1,823,795
|
|
|||
Equity - subordinated interest
|
(5,248
|
)
|
|
98
|
|
|
(5,150
|
)
|
|||
Equity - noncontrolling interests
|
5,327
|
|
|
25
|
|
|
5,352
|
|
|||
Total equity
|
1,781,292
|
|
|
1,347
|
|
|
1,782,639
|
|
|||
Total liabilities and equity
|
4,265,502
|
|
|
56,830
|
|
|
4,322,332
|
|
|
Three Months Ended
|
||||||||||
|
December 31, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Operating expenses
|
$
|
106,783
|
|
|
$
|
(2,062
|
)
|
|
$
|
104,721
|
|
Revaluation of liabilities
|
—
|
|
|
(19,312
|
)
|
|
(19,312
|
)
|
|||
Income before income taxes
|
30,023
|
|
|
21,374
|
|
|
51,397
|
|
|||
Net income
|
29,621
|
|
|
21,374
|
|
|
50,995
|
|
|||
Net income allocated to general partner
|
16,217
|
|
|
22
|
|
|
16,239
|
|
|||
Net income attributable to noncontrolling interests
|
6,140
|
|
|
698
|
|
|
6,838
|
|
|||
Net income allocated to limited partners
|
7,264
|
|
|
20,654
|
|
|
27,918
|
|
|||
Basic income per common unit
|
0.07
|
|
|
0.20
|
|
|
0.27
|
|
|||
Diluted income per common unit
|
0.03
|
|
|
0.19
|
|
|
0.22
|
|
|
Three Months Ended
|
||||||||||
|
September 30, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Operating expenses
|
$
|
99,773
|
|
|
$
|
(2,143
|
)
|
|
$
|
97,630
|
|
Revaluation of liabilities
|
—
|
|
|
(15,909
|
)
|
|
(15,909
|
)
|
|||
Loss before income taxes
|
(26,938
|
)
|
|
18,052
|
|
|
(8,886
|
)
|
|||
Net loss
|
(24,152
|
)
|
|
18,052
|
|
|
(6,100
|
)
|
|||
Net income allocated to general partner
|
16,166
|
|
|
19
|
|
|
16,185
|
|
|||
Net income attributable to noncontrolling interests
|
2,891
|
|
|
606
|
|
|
3,497
|
|
|||
Net loss allocated to limited partners
|
(43,209
|
)
|
|
17,427
|
|
|
(25,782
|
)
|
|||
Basic and diluted loss per common unit
|
(0.41
|
)
|
|
0.16
|
|
|
(0.25
|
)
|
|
Three Months Ended
|
||||||||||
|
June 30, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Operating expenses
|
$
|
107,914
|
|
|
$
|
(2,324
|
)
|
|
$
|
105,590
|
|
Revaluation of liabilities
|
—
|
|
|
(11,195
|
)
|
|
(11,195
|
)
|
|||
Loss before income taxes
|
(37,988
|
)
|
|
13,519
|
|
|
(24,469
|
)
|
|||
Net loss
|
(38,526
|
)
|
|
13,519
|
|
|
(25,007
|
)
|
|||
Net income allocated to general partner
|
15,359
|
|
|
15
|
|
|
15,374
|
|
|||
Net income attributable to noncontrolling interests
|
3,875
|
|
|
475
|
|
|
4,350
|
|
|||
Net loss allocated to limited partners
|
(57,760
|
)
|
|
13,029
|
|
|
(44,731
|
)
|
|||
Basic and diluted loss per common unit
|
(0.56
|
)
|
|
0.13
|
|
|
(0.43
|
)
|
|
Three Months Ended
|
||||||||||
|
March 31, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Operating expenses
|
$
|
109,560
|
|
|
$
|
(2,203
|
)
|
|
$
|
107,357
|
|
Revaluation of liabilities
|
—
|
|
|
(12,264
|
)
|
|
(12,264
|
)
|
|||
Income before income taxes
|
90,297
|
|
|
14,467
|
|
|
104,764
|
|
|||
Net income
|
90,942
|
|
|
14,467
|
|
|
105,409
|
|
|||
Net income allocated to general partner
|
13,459
|
|
|
15
|
|
|
13,474
|
|
|||
Net income attributable to noncontrolling interests
|
4,164
|
|
|
(534
|
)
|
|
3,630
|
|
|||
Net income allocated to limited partners
|
73,319
|
|
|
14,986
|
|
|
88,305
|
|
|||
Basic and diluted income per common unit
|
0.78
|
|
|
0.15
|
|
|
0.93
|
|
|
Three Months Ended
|
||||||||||
|
December 31, 2014
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Operating expenses
|
$
|
97,761
|
|
|
$
|
(2,192
|
)
|
|
$
|
95,569
|
|
Loss before income taxes
|
(7,359
|
)
|
|
2,192
|
|
|
(5,167
|
)
|
|||
Net loss
|
(5,269
|
)
|
|
2,192
|
|
|
(3,077
|
)
|
|||
Net income allocated to general partner
|
11,783
|
|
|
2
|
|
|
11,785
|
|
|||
Net income attributable to noncontrolling interests
|
5,649
|
|
|
102
|
|
|
5,751
|
|
|||
Net loss allocated to limited partners
|
(22,701
|
)
|
|
2,088
|
|
|
(20,613
|
)
|
|||
Basic and diluted loss per common unit
|
(0.26
|
)
|
|
0.03
|
|
|
(0.23
|
)
|
|
Three Months Ended
|
||||||||||
|
September 30, 2014
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Operating expenses
|
$
|
97,419
|
|
|
$
|
(2,303
|
)
|
|
$
|
95,116
|
|
Loss before income taxes
|
(17,801
|
)
|
|
2,303
|
|
|
(15,498
|
)
|
|||
Net loss
|
(15,879
|
)
|
|
2,303
|
|
|
(13,576
|
)
|
|||
Net income allocated to general partner
|
11,056
|
|
|
3
|
|
|
11,059
|
|
|||
Net income attributable to noncontrolling interests
|
3,345
|
|
|
71
|
|
|
3,416
|
|
|||
Net loss allocated to limited partners
|
(30,280
|
)
|
|
2,229
|
|
|
(28,051
|
)
|
|||
Basic and diluted loss per common unit
|
(0.34
|
)
|
|
0.02
|
|
|
(0.32
|
)
|
|
Three Months Ended
|
||||||||||
|
June 30, 2014
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Operating expenses
|
$
|
67,436
|
|
|
$
|
(1,347
|
)
|
|
$
|
66,089
|
|
Loss before income taxes
|
(38,875
|
)
|
|
1,347
|
|
|
(37,528
|
)
|
|||
Net loss
|
(39,910
|
)
|
|
1,347
|
|
|
(38,563
|
)
|
|||
Net income allocated to general partner
|
9,381
|
|
|
1
|
|
|
9,382
|
|
|||
Net income attributable to noncontrolling interests
|
65
|
|
|
25
|
|
|
90
|
|
|||
Net loss allocated to limited partners
|
(49,356
|
)
|
|
1,321
|
|
|
(48,035
|
)
|
|||
Basic and diluted loss per common unit
|
(0.61
|
)
|
|
0.01
|
|
|
(0.60
|
)
|
|
Six Months Ended
|
||||||||||
|
September 30, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Operating expenses
|
$
|
207,687
|
|
|
$
|
(4,467
|
)
|
|
$
|
203,220
|
|
Revaluation of liabilities
|
—
|
|
|
(27,104
|
)
|
|
(27,104
|
)
|
|||
Loss before income taxes
|
(64,926
|
)
|
|
31,571
|
|
|
(33,355
|
)
|
|||
Net loss
|
(62,678
|
)
|
|
31,571
|
|
|
(31,107
|
)
|
|||
Net income allocated to general partner
|
31,525
|
|
|
34
|
|
|
31,559
|
|
|||
Net income attributable to noncontrolling interests
|
6,766
|
|
|
1,081
|
|
|
7,847
|
|
|||
Net loss allocated to limited partners
|
(100,969
|
)
|
|
30,456
|
|
|
(70,513
|
)
|
|||
Basic and diluted loss per common unit
|
(0.97
|
)
|
|
0.30
|
|
|
(0.67
|
)
|
|
Six Months Ended
|
||||||||||
|
September 30, 2014
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Operating expenses
|
$
|
164,855
|
|
|
$
|
(3,650
|
)
|
|
$
|
161,205
|
|
Loss before income taxes
|
(56,676
|
)
|
|
3,650
|
|
|
(53,026
|
)
|
|||
Net loss
|
(55,789
|
)
|
|
3,650
|
|
|
(52,139
|
)
|
|||
Net income allocated to general partner
|
20,437
|
|
|
4
|
|
|
20,441
|
|
|||
Net income attributable to noncontrolling interests
|
3,410
|
|
|
96
|
|
|
3,506
|
|
|||
Net loss allocated to limited partners
|
(79,636
|
)
|
|
3,550
|
|
|
(76,086
|
)
|
|||
Basic and diluted loss per common unit
|
(0.93
|
)
|
|
0.04
|
|
|
(0.89
|
)
|
|
Nine Months Ended
|
||||||||||
|
December 31, 2015
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
Operating expenses
|
$
|
314,470
|
|
|
$
|
(6,529
|
)
|
|
$
|
307,941
|
|
Revaluation of liabilities
|
—
|
|
|
(46,416
|
)
|
|
(46,416
|
)
|
|||
(Loss) income before income taxes
|
(34,903
|
)
|
|
52,945
|
|
|
18,042
|
|
|||
Net (loss) income
|
(33,057
|
)
|
|
52,945
|
|
|
19,888
|
|
|||
Net income allocated to general partner
|
47,742
|
|
|
56
|
|
|
47,798
|
|
|||
Net income attributable to noncontrolling interests
|
12,906
|
|
|
1,779
|
|
|
14,685
|
|
|||
Net loss allocated to limited partners
|
(93,705
|
)
|
|
51,110
|
|
|
(42,595
|
)
|
|||
Basic and diluted loss per common unit
|
(0.90
|
)
|
|
0.49
|
|
|
(0.41
|
)
|
|
Nine Months Ended
|
||||||||||
|
December 31, 2014
|
||||||||||
|
(Unaudited)
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Operating expenses
|
$
|
262,616
|
|
|
$
|
(5,842
|
)
|
|
$
|
256,774
|
|
Loss before income taxes
|
(64,035
|
)
|
|
5,842
|
|
|
(58,193
|
)
|
|||
Net loss
|
(61,058
|
)
|
|
5,842
|
|
|
(55,216
|
)
|
|||
Net income allocated to general partner
|
32,220
|
|
|
6
|
|
|
32,226
|
|
|||
Net income attributable to noncontrolling interests
|
9,059
|
|
|
198
|
|
|
9,257
|
|
|||
Net loss allocated to limited partners
|
(102,337
|
)
|
|
5,638
|
|
|
(96,699
|
)
|
|||
Basic and diluted loss per common unit
|
(1.17
|
)
|
|
0.06
|
|
|
(1.11
|
)
|
|
Year Ended
|
||||||||||
|
March 31, 2015
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Operating expenses
|
$
|
372,176
|
|
|
$
|
(8,045
|
)
|
|
$
|
364,131
|
|
Revaluation of liabilities
|
—
|
|
|
(12,264
|
)
|
|
(12,264
|
)
|
|||
Income before income taxes
|
26,262
|
|
|
20,309
|
|
|
46,571
|
|
|||
Net income
|
29,884
|
|
|
20,309
|
|
|
50,193
|
|
|||
Net income allocated to general partner
|
45,679
|
|
|
21
|
|
|
45,700
|
|
|||
Net income attributable to noncontrolling interests
|
13,223
|
|
|
(336
|
)
|
|
12,887
|
|
|||
Net loss allocated to limited partners
|
(29,018
|
)
|
|
20,624
|
|
|
(8,394
|
)
|
|||
Basic and diluted loss per common unit
|
(0.29
|
)
|
|
0.24
|
|
|
(0.05
|
)
|
|
Year Ended
|
||||||||||
|
March 31, 2015
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Net income
|
$
|
29,884
|
|
|
$
|
20,309
|
|
|
$
|
50,193
|
|
Comprehensive income
|
30,011
|
|
|
20,309
|
|
|
50,320
|
|
|
Year Ended
|
||||||||||
|
March 31, 2015
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Net income allocated to general partner
|
$
|
45,679
|
|
|
$
|
21
|
|
|
$
|
45,700
|
|
Net income attributable to noncontrolling interests
|
13,223
|
|
|
(336
|
)
|
|
12,887
|
|
|||
Net loss allocated to limited partners
|
(29,018
|
)
|
|
20,624
|
|
|
(8,394
|
)
|
|||
Net income
|
29,884
|
|
|
20,309
|
|
|
50,193
|
|
|||
Equity - general partner interest
|
(37,021
|
)
|
|
21
|
|
|
(37,000
|
)
|
|||
Equity - limited partners interest
|
2,162,924
|
|
|
20,624
|
|
|
2,183,551
|
|
|||
Equity - noncontrolling interests
|
547,326
|
|
|
(336
|
)
|
|
546,990
|
|
|||
Total equity
|
2,673,120
|
|
|
20,309
|
|
|
2,693,432
|
|
|
Year Ended
|
||||||||||
|
March 31, 2015
|
||||||||||
|
|
|
|
|
|
||||||
|
As Reported
|
|
Adjustment
|
|
As Corrected
|
||||||
Net income
|
$
|
29,884
|
|
|
$
|
20,309
|
|
|
$
|
50,193
|
|
Revaluation of liabilities
|
—
|
|
|
(12,264
|
)
|
|
(12,264
|
)
|
|||
Accrued expenses and other liabilities
|
(53,844
|
)
|
|
(8,045
|
)
|
|
(61,889
|
)
|
|
|
|
As Restated
|
||||||||||||
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||
|
2016
|
|
2015
|
|
2015
|
|
2015
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
28,176
|
|
|
$
|
25,179
|
|
|
$
|
30,053
|
|
|
$
|
43,506
|
|
Accounts receivable-trade, net of allowance for doubtful accounts
|
521,014
|
|
|
581,621
|
|
|
712,025
|
|
|
905,196
|
|
||||
Accounts receivable-affiliates
|
15,625
|
|
|
3,812
|
|
|
6,345
|
|
|
18,740
|
|
||||
Inventories
|
367,806
|
|
|
414,088
|
|
|
408,374
|
|
|
489,064
|
|
||||
Prepaid expenses and other current assets
|
95,859
|
|
|
117,476
|
|
|
120,122
|
|
|
130,889
|
|
||||
Assets held for sale
|
—
|
|
|
87,383
|
|
|
—
|
|
|
—
|
|
||||
Total current assets
|
1,028,480
|
|
|
1,229,559
|
|
|
1,276,919
|
|
|
1,587,395
|
|
||||
|
|
|
|
|
|
|
|
||||||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
|
1,649,572
|
|
|
1,972,925
|
|
|
1,845,112
|
|
|
1,743,584
|
|
||||
GOODWILL
|
1,315,362
|
|
|
1,700,153
|
|
|
1,658,237
|
|
|
1,600,463
|
|
||||
INTANGIBLE ASSETS, net of accumulated amortization
|
1,148,890
|
|
|
1,225,012
|
|
|
1,215,102
|
|
|
1,234,542
|
|
||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
219,550
|
|
|
467,559
|
|
|
473,239
|
|
|
474,221
|
|
||||
LOAN RECEIVABLE-AFFILIATE
|
22,262
|
|
|
23,258
|
|
|
23,775
|
|
|
23,775
|
|
||||
OTHER NONCURRENT ASSETS
|
176,039
|
|
|
106,086
|
|
|
108,672
|
|
|
110,544
|
|
||||
Total assets
|
$
|
5,560,155
|
|
|
$
|
6,724,552
|
|
|
$
|
6,601,056
|
|
|
$
|
6,774,524
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
||||||||
Accounts payable-trade
|
$
|
420,306
|
|
|
$
|
511,309
|
|
|
$
|
568,523
|
|
|
$
|
755,062
|
|
Accounts payable-affiliates
|
7,193
|
|
|
11,042
|
|
|
18,794
|
|
|
25,592
|
|
||||
Accrued expenses and other payables
|
214,426
|
|
|
197,858
|
|
|
169,902
|
|
|
243,305
|
|
||||
Advance payments received from customers
|
56,185
|
|
|
73,662
|
|
|
96,380
|
|
|
66,706
|
|
||||
Current maturities of long-term debt
|
7,907
|
|
|
7,600
|
|
|
4,040
|
|
|
3,933
|
|
||||
Total current liabilities
|
706,017
|
|
|
801,471
|
|
|
857,639
|
|
|
1,094,598
|
|
||||
|
|
|
|
|
|
|
|
||||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
2,912,837
|
|
|
3,306,064
|
|
|
3,077,604
|
|
|
2,951,133
|
|
||||
OTHER NONCURRENT LIABILITIES
|
247,236
|
|
|
112,924
|
|
|
127,639
|
|
|
126,165
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COMMITMENTS AND CONTINGENCIES
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
EQUITY:
|
|
|
|
|
|
|
|
||||||||
General partner, representing a 0.1% interest
|
(50,811
|
)
|
|
(34,354
|
)
|
|
(34,325
|
)
|
|
(35,061
|
)
|
||||
Limited partners, representing a 99.9% interest
|
1,707,326
|
|
|
1,992,262
|
|
|
2,027,743
|
|
|
2,090,505
|
|
||||
Accumulated other comprehensive loss
|
(157
|
)
|
|
(148
|
)
|
|
(136
|
)
|
|
(117
|
)
|
||||
Noncontrolling interests
|
37,707
|
|
|
546,333
|
|
|
544,892
|
|
|
547,301
|
|
||||
Total equity
|
1,694,065
|
|
|
2,504,093
|
|
|
2,538,174
|
|
|
2,602,628
|
|
||||
Total liabilities and equity
|
$
|
5,560,155
|
|
|
$
|
6,724,552
|
|
|
$
|
6,601,056
|
|
|
$
|
6,774,524
|
|
|
As Corrected
|
||||||||||||||
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||
|
2015
|
|
2014
|
|
2014
|
|
2014
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
41,303
|
|
|
$
|
30,556
|
|
|
$
|
11,823
|
|
|
$
|
39,679
|
|
Accounts receivable-trade, net of allowance for doubtful accounts
|
1,025,763
|
|
|
1,664,039
|
|
|
1,433,117
|
|
|
903,011
|
|
||||
Accounts receivable-affiliates
|
17,198
|
|
|
42,549
|
|
|
41,706
|
|
|
1,110
|
|
||||
Inventories
|
442,025
|
|
|
535,928
|
|
|
941,589
|
|
|
373,633
|
|
||||
Prepaid expenses and other current assets
|
121,207
|
|
|
184,675
|
|
|
156,818
|
|
|
58,613
|
|
||||
Total current assets
|
1,647,496
|
|
|
2,457,747
|
|
|
2,585,053
|
|
|
1,376,046
|
|
||||
|
|
|
|
|
|
|
|
||||||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
|
1,624,016
|
|
|
1,472,295
|
|
|
1,433,313
|
|
|
863,457
|
|
||||
GOODWILL
|
1,558,233
|
|
|
1,361,547
|
|
|
1,254,273
|
|
|
1,158,301
|
|
||||
INTANGIBLE ASSETS, net of accumulated amortization
|
1,232,308
|
|
|
1,153,028
|
|
|
838,088
|
|
|
699,315
|
|
||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
472,673
|
|
|
478,444
|
|
|
482,644
|
|
|
211,480
|
|
||||
LOAN RECEIVABLE-AFFILIATE
|
8,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
OTHER NONCURRENT ASSETS
|
112,912
|
|
|
94,149
|
|
|
42,091
|
|
|
13,733
|
|
||||
Total assets
|
$
|
6,655,792
|
|
|
$
|
7,017,210
|
|
|
$
|
6,635,462
|
|
|
$
|
4,322,332
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
||||||||
Accounts payable-trade
|
$
|
833,018
|
|
|
$
|
1,534,568
|
|
|
$
|
1,345,024
|
|
|
$
|
810,149
|
|
Accounts payable-affiliates
|
25,794
|
|
|
12,766
|
|
|
85,307
|
|
|
37,706
|
|
||||
Accrued expenses and other payables
|
202,349
|
|
|
282,965
|
|
|
223,404
|
|
|
128,560
|
|
||||
Advance payments received from customers
|
54,234
|
|
|
72,075
|
|
|
106,105
|
|
|
56,373
|
|
||||
Current maturities of long-term debt
|
4,472
|
|
|
4,455
|
|
|
5,062
|
|
|
6,168
|
|
||||
Total current liabilities
|
1,119,867
|
|
|
1,906,829
|
|
|
1,764,902
|
|
|
1,038,956
|
|
||||
|
|
|
|
|
|
|
|
||||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
2,727,464
|
|
|
2,753,322
|
|
|
2,437,351
|
|
|
1,441,875
|
|
||||
OTHER NONCURRENT LIABILITIES
|
115,029
|
|
|
111,616
|
|
|
114,729
|
|
|
58,862
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COMMITMENTS AND CONTINGENCIES
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
EQUITY:
|
|
|
|
|
|
|
|
||||||||
General partner, representing a 0.1% interest
|
(37,000
|
)
|
|
(39,029
|
)
|
|
(39,686
|
)
|
|
(41,307
|
)
|
||||
Limited partners, representing a 99.9% interest
|
2,183,551
|
|
|
1,714,788
|
|
|
1,789,373
|
|
|
1,823,795
|
|
||||
Subordinated units
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,150
|
)
|
||||
Accumulated other comprehensive loss
|
(109
|
)
|
|
(89
|
)
|
|
(73
|
)
|
|
(51
|
)
|
||||
Noncontrolling interests
|
546,990
|
|
|
569,773
|
|
|
568,866
|
|
|
5,352
|
|
||||
Total equity
|
2,693,432
|
|
|
2,245,443
|
|
|
2,318,480
|
|
|
1,782,639
|
|
||||
Total liabilities and equity
|
$
|
6,655,792
|
|
|
$
|
7,017,210
|
|
|
$
|
6,635,462
|
|
|
$
|
4,322,332
|
|
|
|
|
As Restated
|
||||||||||||
|
Three Months Ended
|
||||||||||||||
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||
|
2016
|
|
2015
|
|
2015
|
|
2015
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Crude oil logistics
|
$
|
362,292
|
|
|
$
|
519,425
|
|
|
$
|
1,007,578
|
|
|
$
|
1,327,784
|
|
Water solutions
|
37,776
|
|
|
45,438
|
|
|
47,494
|
|
|
54,293
|
|
||||
Liquids
|
332,975
|
|
|
353,527
|
|
|
258,992
|
|
|
248,985
|
|
||||
Retail propane
|
135,179
|
|
|
100,145
|
|
|
53,206
|
|
|
64,447
|
|
||||
Refined products and renewables
|
1,456,756
|
|
|
1,666,471
|
|
|
1,825,925
|
|
|
1,842,960
|
|
||||
Other
|
462
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Revenues
|
2,325,440
|
|
|
2,685,006
|
|
|
3,193,195
|
|
|
3,538,469
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COST OF SALES:
|
|
|
|
|
|
|
|
||||||||
Crude oil logistics
|
341,477
|
|
|
495,529
|
|
|
982,719
|
|
|
1,291,992
|
|
||||
Water solutions
|
752
|
|
|
(3,128
|
)
|
|
(8,567
|
)
|
|
3,607
|
|
||||
Liquids
|
282,961
|
|
|
300,766
|
|
|
221,115
|
|
|
232,276
|
|
||||
Retail propane
|
60,340
|
|
|
45,974
|
|
|
20,879
|
|
|
29,564
|
|
||||
Refined products and renewables
|
1,391,448
|
|
|
1,594,359
|
|
|
1,789,680
|
|
|
1,765,112
|
|
||||
Other
|
182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Cost of Sales
|
2,077,160
|
|
|
2,433,500
|
|
|
3,005,826
|
|
|
3,322,551
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Operating
|
93,177
|
|
|
104,721
|
|
|
97,630
|
|
|
105,590
|
|
||||
General and administrative
|
24,727
|
|
|
23,035
|
|
|
29,298
|
|
|
62,481
|
|
||||
Depreciation and amortization
|
53,152
|
|
|
59,180
|
|
|
56,761
|
|
|
59,831
|
|
||||
Loss on disposal or impairment of assets, net
|
317,726
|
|
|
1,328
|
|
|
1,291
|
|
|
421
|
|
||||
Revaluation of liabilities
|
(36,257
|
)
|
|
(19,312
|
)
|
|
(15,909
|
)
|
|
(11,195
|
)
|
||||
Operating (Loss) Income
|
(204,245
|
)
|
|
82,554
|
|
|
18,298
|
|
|
(1,210
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated entities
|
2,113
|
|
|
2,858
|
|
|
2,432
|
|
|
8,718
|
|
||||
Interest expense
|
(34,540
|
)
|
|
(36,176
|
)
|
|
(31,571
|
)
|
|
(30,802
|
)
|
||||
Gain on early extinguishment of debt
|
28,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other income (expense), net
|
2,634
|
|
|
2,161
|
|
|
1,955
|
|
|
(1,175
|
)
|
||||
(Loss) Income Before Income Taxes
|
(205,506
|
)
|
|
51,397
|
|
|
(8,886
|
)
|
|
(24,469
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME TAX (EXPENSE) BENEFIT
|
(1,479
|
)
|
|
(402
|
)
|
|
2,786
|
|
|
(538
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (Loss) Income
|
(206,985
|
)
|
|
50,995
|
|
|
(6,100
|
)
|
|
(25,007
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
LESS: NET LOSS (INCOME) ALLOCATED TO GENERAL PARTNER
|
178
|
|
|
(16,239
|
)
|
|
(16,185
|
)
|
|
(15,374
|
)
|
||||
LESS: NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
2,853
|
|
|
(6,838
|
)
|
|
(3,497
|
)
|
|
(4,350
|
)
|
||||
NET (LOSS) INCOME ALLOCATED TO LIMITED PARTNERS
|
$
|
(203,954
|
)
|
|
$
|
27,918
|
|
|
$
|
(25,782
|
)
|
|
$
|
(44,731
|
)
|
BASIC (LOSS) INCOME PER COMMON UNIT
|
$
|
(1.94
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.25
|
)
|
|
$
|
(0.43
|
)
|
DILUTED (LOSS) INCOME PER COMMON UNIT
|
$
|
(1.94
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.25
|
)
|
|
$
|
(0.43
|
)
|
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
104,930,260
|
|
|
105,338,200
|
|
|
105,189,463
|
|
|
103,888,281
|
|
||||
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
104,930,260
|
|
|
106,194,547
|
|
|
105,189,463
|
|
|
103,888,281
|
|
|
As Corrected
|
||||||||||||||
|
Three Months Ended
|
||||||||||||||
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||
|
2015
|
|
2014
|
|
2014
|
|
2014
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Crude oil logistics
|
$
|
900,077
|
|
|
$
|
1,694,881
|
|
|
$
|
2,111,143
|
|
|
$
|
1,929,283
|
|
Water solutions
|
49,768
|
|
|
50,241
|
|
|
52,719
|
|
|
47,314
|
|
||||
Liquids
|
543,819
|
|
|
685,096
|
|
|
539,753
|
|
|
475,157
|
|
||||
Retail propane
|
203,172
|
|
|
139,765
|
|
|
68,358
|
|
|
77,902
|
|
||||
Refined products and renewables
|
1,523,532
|
|
|
1,983,444
|
|
|
2,607,220
|
|
|
1,117,497
|
|
||||
Other
|
403
|
|
|
(1,281
|
)
|
|
1,333
|
|
|
1,461
|
|
||||
Total Revenues
|
3,220,771
|
|
|
4,552,146
|
|
|
5,380,526
|
|
|
3,648,614
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COST OF SALES:
|
|
|
|
|
|
|
|
||||||||
Crude oil logistics
|
881,781
|
|
|
1,697,374
|
|
|
2,083,712
|
|
|
1,897,639
|
|
||||
Water solutions
|
(2,555
|
)
|
|
(29,085
|
)
|
|
(9,439
|
)
|
|
10,573
|
|
||||
Liquids
|
478,524
|
|
|
657,010
|
|
|
514,064
|
|
|
462,016
|
|
||||
Retail propane
|
109,948
|
|
|
81,172
|
|
|
39,894
|
|
|
47,524
|
|
||||
Refined products and renewables
|
1,465,287
|
|
|
1,905,021
|
|
|
2,550,851
|
|
|
1,114,313
|
|
||||
Other
|
36
|
|
|
176
|
|
|
383
|
|
|
1,988
|
|
||||
Total Cost of Sales
|
2,933,021
|
|
|
4,311,668
|
|
|
5,179,465
|
|
|
3,534,053
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Operating
|
107,357
|
|
|
95,569
|
|
|
95,116
|
|
|
66,089
|
|
||||
General and administrative
|
35,688
|
|
|
44,230
|
|
|
41,639
|
|
|
27,873
|
|
||||
Depreciation and amortization
|
54,140
|
|
|
50,335
|
|
|
50,099
|
|
|
39,375
|
|
||||
Loss on disposal or impairment of assets, net
|
6,545
|
|
|
30,073
|
|
|
4,134
|
|
|
432
|
|
||||
Revaluation of liabilities
|
(12,264
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Operating Income (Loss)
|
96,284
|
|
|
20,271
|
|
|
10,073
|
|
|
(19,208
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated entities
|
4,599
|
|
|
1,242
|
|
|
3,697
|
|
|
2,565
|
|
||||
Interest expense
|
(30,927
|
)
|
|
(30,051
|
)
|
|
(28,651
|
)
|
|
(20,494
|
)
|
||||
Other income (expense), net
|
34,808
|
|
|
3,371
|
|
|
(617
|
)
|
|
(391
|
)
|
||||
Income (Loss) Before Income Taxes
|
104,764
|
|
|
(5,167
|
)
|
|
(15,498
|
)
|
|
(37,528
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME TAX BENEFIT (EXPENSE)
|
645
|
|
|
2,090
|
|
|
1,922
|
|
|
(1,035
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss)
|
105,409
|
|
|
(3,077
|
)
|
|
(13,576
|
)
|
|
(38,563
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER
|
(13,474
|
)
|
|
(11,785
|
)
|
|
(11,059
|
)
|
|
(9,382
|
)
|
||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(3,630
|
)
|
|
(5,751
|
)
|
|
(3,416
|
)
|
|
(90
|
)
|
||||
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS
|
$
|
88,305
|
|
|
$
|
(20,613
|
)
|
|
$
|
(28,051
|
)
|
|
$
|
(48,035
|
)
|
BASIC INCOME (LOSS) PER COMMON UNIT
|
$
|
0.93
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.60
|
)
|
DILUTED INCOME (LOSS) PER COMMON UNIT
|
$
|
0.93
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.60
|
)
|
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
94,447,339
|
|
|
88,545,764
|
|
|
88,331,653
|
|
|
74,126,205
|
|
||||
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
94,447,339
|
|
|
88,545,764
|
|
|
88,331,653
|
|
|
74,126,205
|
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
Since the parent received the proceeds from the issuance of the 2019 Notes and 2021 Notes, all activity has been reflected in the parent column.
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
Since the parent received the proceeds from the issuance of the 2019 Notes and 2021 Notes, all activity has been reflected in the parent column.
|
(2)
|
The carrying value of long-term debt in the NGL Energy Partners LP (Parent) column has been reduced by
$17.8 million
of debt issuance costs.
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
|
|
Year Ended March 31, 2015
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) (1) |
|
NGL Energy
Finance Corp. (1) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,648,382
|
|
|
$
|
189,979
|
|
|
$
|
(36,304
|
)
|
|
$
|
16,802,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COST OF SALES
|
|
—
|
|
|
—
|
|
|
15,934,529
|
|
|
59,825
|
|
|
(36,147
|
)
|
|
15,958,207
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
306,576
|
|
|
57,555
|
|
|
—
|
|
|
364,131
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
131,898
|
|
|
17,532
|
|
|
—
|
|
|
149,430
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
161,906
|
|
|
32,043
|
|
|
—
|
|
|
193,949
|
|
||||||
Loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
11,619
|
|
|
29,565
|
|
|
—
|
|
|
41,184
|
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
(12,264
|
)
|
|
—
|
|
|
—
|
|
|
(12,264
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Income (Loss)
|
|
—
|
|
|
—
|
|
|
114,118
|
|
|
(6,541
|
)
|
|
(157
|
)
|
|
107,420
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
6,640
|
|
|
5,463
|
|
|
—
|
|
|
12,103
|
|
||||||
Interest expense
|
|
(65,723
|
)
|
|
—
|
|
|
(39,023
|
)
|
|
(5,423
|
)
|
|
46
|
|
|
(110,123
|
)
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
36,953
|
|
|
264
|
|
|
(46
|
)
|
|
37,171
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) Income Before Income Taxes
|
|
(65,723
|
)
|
|
—
|
|
|
118,688
|
|
|
(6,237
|
)
|
|
(157
|
)
|
|
46,571
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INCOME TAX BENEFIT (EXPENSE)
|
|
—
|
|
|
—
|
|
|
3,795
|
|
|
(173
|
)
|
|
—
|
|
|
3,622
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES
|
|
103,029
|
|
|
—
|
|
|
(19,297
|
)
|
|
—
|
|
|
(83,732
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (Loss)
|
|
37,306
|
|
|
—
|
|
|
103,186
|
|
|
(6,410
|
)
|
|
(83,889
|
)
|
|
50,193
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER
|
|
|
|
|
|
|
|
|
|
(45,700
|
)
|
|
(45,700
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(12,887
|
)
|
|
(12,887
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS
|
|
$
|
37,306
|
|
|
$
|
—
|
|
|
$
|
103,186
|
|
|
$
|
(6,410
|
)
|
|
$
|
(142,476
|
)
|
|
$
|
(8,394
|
)
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
|
|
Year Ended March 31, 2014
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) (1) |
|
NGL Energy
Finance Corp. (1) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,560,124
|
|
|
$
|
139,519
|
|
|
$
|
(369
|
)
|
|
$
|
9,699,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COST OF SALES
|
|
—
|
|
|
—
|
|
|
9,011,011
|
|
|
122,057
|
|
|
(369
|
)
|
|
9,132,699
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
250,841
|
|
|
8,958
|
|
|
—
|
|
|
259,799
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
73,756
|
|
|
2,104
|
|
|
—
|
|
|
75,860
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
117,573
|
|
|
3,181
|
|
|
—
|
|
|
120,754
|
|
||||||
Loss (gain) on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
6,373
|
|
|
(2,776
|
)
|
|
—
|
|
|
3,597
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Income
|
|
—
|
|
|
—
|
|
|
100,570
|
|
|
5,995
|
|
|
—
|
|
|
106,565
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
—
|
|
|
1,898
|
|
||||||
Interest expense
|
|
(31,818
|
)
|
|
—
|
|
|
(27,031
|
)
|
|
(51
|
)
|
|
46
|
|
|
(58,854
|
)
|
||||||
Other income (expense), net
|
|
—
|
|
|
—
|
|
|
202
|
|
|
(70
|
)
|
|
(46
|
)
|
|
86
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) Income Before Income Taxes
|
|
(31,818
|
)
|
|
—
|
|
|
75,639
|
|
|
5,874
|
|
|
—
|
|
|
49,695
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(937
|
)
|
|
—
|
|
|
—
|
|
|
(937
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EQUITY IN NET INCOME OF CONSOLIDATED SUBSIDIARIES
|
|
79,473
|
|
|
—
|
|
|
4,771
|
|
|
—
|
|
|
(84,244
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
47,655
|
|
|
—
|
|
|
79,473
|
|
|
5,874
|
|
|
(84,244
|
)
|
|
48,758
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER
|
|
|
|
|
|
|
|
|
|
(14,148
|
)
|
|
(14,148
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(1,103
|
)
|
|
(1,103
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET INCOME ALLOCATED TO LIMITED PARTNERS
|
|
$
|
47,655
|
|
|
$
|
—
|
|
|
$
|
79,473
|
|
|
$
|
5,874
|
|
|
$
|
(99,495
|
)
|
|
$
|
33,507
|
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) (1) |
|
NGL Energy
Finance Corp. (1) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) income
|
|
$
|
(198,929
|
)
|
|
$
|
—
|
|
|
$
|
(155,436
|
)
|
|
$
|
4,821
|
|
|
$
|
162,447
|
|
|
$
|
(187,097
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive (loss) income
|
|
$
|
(198,929
|
)
|
|
$
|
—
|
|
|
$
|
(155,436
|
)
|
|
$
|
4,773
|
|
|
$
|
162,447
|
|
|
$
|
(187,145
|
)
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
|
|
Year Ended March 31, 2015
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) (1) |
|
NGL Energy
Finance Corp. (1) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
37,306
|
|
|
$
|
—
|
|
|
$
|
103,186
|
|
|
$
|
(6,410
|
)
|
|
$
|
(83,889
|
)
|
|
$
|
50,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
189
|
|
|
(62
|
)
|
|
—
|
|
|
127
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
|
$
|
37,306
|
|
|
$
|
—
|
|
|
$
|
103,375
|
|
|
$
|
(6,472
|
)
|
|
$
|
(83,889
|
)
|
|
$
|
50,320
|
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
|
|
Year Ended March 31, 2014
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) (1) |
|
NGL Energy
Finance Corp. (1) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
$
|
47,655
|
|
|
$
|
—
|
|
|
$
|
79,473
|
|
|
$
|
5,874
|
|
|
$
|
(84,244
|
)
|
|
$
|
48,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
(71
|
)
|
|
—
|
|
|
(260
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
|
$
|
47,655
|
|
|
$
|
—
|
|
|
$
|
79,284
|
|
|
$
|
5,803
|
|
|
$
|
(84,244
|
)
|
|
$
|
48,498
|
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) (1) |
|
NGL Energy
Finance Corp. (1) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(74,822
|
)
|
|
$
|
—
|
|
|
$
|
360,851
|
|
|
$
|
65,466
|
|
|
$
|
351,495
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of long-lived assets
|
|
—
|
|
|
—
|
|
|
(604,214
|
)
|
|
(57,671
|
)
|
|
(661,885
|
)
|
|||||
Acquisitions of businesses, including acquired working capital, net of cash acquired
|
|
(624
|
)
|
|
—
|
|
|
(232,148
|
)
|
|
(1,880
|
)
|
|
(234,652
|
)
|
|||||
Cash flows from commodity derivatives
|
|
—
|
|
|
—
|
|
|
105,662
|
|
|
—
|
|
|
105,662
|
|
|||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
8,453
|
|
|
2
|
|
|
8,455
|
|
|||||
Proceeds from sale of general partner interest in TLP, net
|
|
—
|
|
|
—
|
|
|
343,135
|
|
|
—
|
|
|
343,135
|
|
|||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(4,480
|
)
|
|
(6,951
|
)
|
|
(11,431
|
)
|
|||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
11,031
|
|
|
4,761
|
|
|
15,792
|
|
|||||
Loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
(3,913
|
)
|
|
—
|
|
|
(3,913
|
)
|
|||||
Payments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
7,618
|
|
|
—
|
|
|
7,618
|
|
|||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(15,621
|
)
|
|
—
|
|
|
(15,621
|
)
|
|||||
Payments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
1,513
|
|
|
—
|
|
|
1,513
|
|
|||||
Net cash used in investing activities
|
|
(624
|
)
|
|
—
|
|
|
(382,964
|
)
|
|
(61,739
|
)
|
|
(445,327
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
2,499,000
|
|
|
103,500
|
|
|
2,602,500
|
|
|||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,041,500
|
)
|
|
(91,500
|
)
|
|
(2,133,000
|
)
|
|||||
Repurchases of senior notes
|
|
(43,421
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,421
|
)
|
|||||
Proceeds from borrowings under other long-term debt
|
|
—
|
|
|
—
|
|
|
45,873
|
|
|
7,350
|
|
|
53,223
|
|
|||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(4,762
|
)
|
|
(325
|
)
|
|
(5,087
|
)
|
|||||
Debt issuance costs
|
|
(3,493
|
)
|
|
—
|
|
|
(6,744
|
)
|
|
—
|
|
|
(10,237
|
)
|
|||||
Contributions from general partner
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Contributions from limited partner
|
|
(3,829
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,829
|
)
|
|||||
Contributions from noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,376
|
|
|
15,376
|
|
|||||
Distributions to partners
|
|
(322,007
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(322,007
|
)
|
|||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,720
|
)
|
|
(35,720
|
)
|
|||||
Taxes paid on behalf of equity incentive plan participants
|
|
—
|
|
|
—
|
|
|
(19,395
|
)
|
|
—
|
|
|
(19,395
|
)
|
|||||
Common unit repurchases
|
|
(17,680
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,680
|
)
|
|||||
Net changes in advances with consolidated entities
|
|
462,456
|
|
|
—
|
|
|
(459,289
|
)
|
|
(3,167
|
)
|
|
—
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(29
|
)
|
|
(72
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
72,080
|
|
|
—
|
|
|
13,140
|
|
|
(4,515
|
)
|
|
80,705
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net decrease in cash and cash equivalents
|
|
(3,366
|
)
|
|
—
|
|
|
(8,973
|
)
|
|
(788
|
)
|
|
(13,127
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
29,115
|
|
|
—
|
|
|
9,757
|
|
|
2,431
|
|
|
41,303
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
25,749
|
|
|
$
|
—
|
|
|
$
|
784
|
|
|
$
|
1,643
|
|
|
$
|
28,176
|
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
|
|
Year Ended March 31, 2015
|
||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) (1) |
|
NGL Energy
Finance Corp. (1) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(59,448
|
)
|
|
$
|
—
|
|
|
$
|
287,953
|
|
|
$
|
33,886
|
|
|
$
|
262,391
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of long-lived assets
|
|
—
|
|
|
—
|
|
|
(198,847
|
)
|
|
(4,913
|
)
|
|
(203,760
|
)
|
|||||
Purchases of pipeline capacity allocations
|
|
—
|
|
|
—
|
|
|
(24,218
|
)
|
|
—
|
|
|
(24,218
|
)
|
|||||
Purchase of equity interest in Grand Mesa Pipeline
|
|
—
|
|
|
—
|
|
|
(310,000
|
)
|
|
—
|
|
|
(310,000
|
)
|
|||||
Acquisitions of businesses, including acquired working capital, net of cash acquired
|
|
(124,281
|
)
|
|
—
|
|
|
(831,505
|
)
|
|
(5,136
|
)
|
|
(960,922
|
)
|
|||||
Cash flows from commodity derivatives
|
|
—
|
|
|
—
|
|
|
199,165
|
|
|
—
|
|
|
199,165
|
|
|||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
11,806
|
|
|
14,456
|
|
|
26,262
|
|
|||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(13,244
|
)
|
|
(20,284
|
)
|
|
(33,528
|
)
|
|||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
5,030
|
|
|
5,793
|
|
|
10,823
|
|
|||||
Loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
(63,518
|
)
|
|
—
|
|
|
(63,518
|
)
|
|||||
Payments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
1,625
|
|
|
—
|
|
|
1,625
|
|
|||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(8,154
|
)
|
|
—
|
|
|
(8,154
|
)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net cash used in investing activities
|
|
(124,281
|
)
|
|
—
|
|
|
(1,231,856
|
)
|
|
(10,084
|
)
|
|
(1,366,221
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
3,663,000
|
|
|
101,500
|
|
|
3,764,500
|
|
|||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(3,194,500
|
)
|
|
(85,500
|
)
|
|
(3,280,000
|
)
|
|||||
Issuances of notes
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(6,666
|
)
|
|
(22
|
)
|
|
(6,688
|
)
|
|||||
Debt issuance costs
|
|
(8,150
|
)
|
|
—
|
|
|
(2,926
|
)
|
|
—
|
|
|
(11,076
|
)
|
|||||
Contributions from general partner
|
|
823
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
823
|
|
|||||
Contributions from noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,433
|
|
|
9,433
|
|
|||||
Distributions to partners
|
|
(242,595
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242,595
|
)
|
|||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,147
|
)
|
|
(27,147
|
)
|
|||||
Proceeds from sale of common units, net of offering costs
|
|
541,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541,128
|
|
|||||
Taxes paid on behalf of equity incentive plan participants
|
|
—
|
|
|
—
|
|
|
(13,491
|
)
|
|
—
|
|
|
(13,491
|
)
|
|||||
Net changes in advances with consolidated entities
|
|
(479,543
|
)
|
|
—
|
|
|
499,709
|
|
|
(20,166
|
)
|
|
—
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
(194
|
)
|
|
—
|
|
|
(194
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
211,663
|
|
|
—
|
|
|
944,932
|
|
|
(21,902
|
)
|
|
1,134,693
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase in cash and cash equivalents
|
|
27,934
|
|
|
—
|
|
|
1,029
|
|
|
1,900
|
|
|
30,863
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
1,181
|
|
|
—
|
|
|
8,728
|
|
|
531
|
|
|
10,440
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
29,115
|
|
|
$
|
—
|
|
|
$
|
9,757
|
|
|
$
|
2,431
|
|
|
$
|
41,303
|
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
|
|
Year Ended March 31, 2014
|
||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) (1) |
|
NGL Energy
Finance Corp. (1) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(16,625
|
)
|
|
$
|
—
|
|
|
$
|
99,754
|
|
|
$
|
2,107
|
|
|
$
|
85,236
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of long-lived assets
|
|
—
|
|
|
—
|
|
|
(118,455
|
)
|
|
(46,693
|
)
|
|
(165,148
|
)
|
|||||
Acquisitions of businesses, including acquired working capital, net of cash acquired
|
|
(334,154
|
)
|
|
—
|
|
|
(932,373
|
)
|
|
(2,283
|
)
|
|
(1,268,810
|
)
|
|||||
Cash flows from commodity derivatives
|
|
—
|
|
|
—
|
|
|
(35,956
|
)
|
|
—
|
|
|
(35,956
|
)
|
|||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
12,884
|
|
|
11,776
|
|
|
24,660
|
|
|||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(11,515
|
)
|
|
—
|
|
|
(11,515
|
)
|
|||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
1,591
|
|
|
—
|
|
|
1,591
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
540
|
|
|
(735
|
)
|
|
(195
|
)
|
|||||
Net cash used in investing activities
|
|
(334,154
|
)
|
|
—
|
|
|
(1,083,284
|
)
|
|
(37,935
|
)
|
|
(1,455,373
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
2,545,500
|
|
|
—
|
|
|
2,545,500
|
|
|||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,101,000
|
)
|
|
—
|
|
|
(2,101,000
|
)
|
|||||
Issuances of notes
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|||||
Proceeds from borrowings under other long-term debt
|
|
—
|
|
|
—
|
|
|
780
|
|
|
100
|
|
|
880
|
|
|||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(8,802
|
)
|
|
(17
|
)
|
|
(8,819
|
)
|
|||||
Debt issuance costs
|
|
(12,931
|
)
|
|
—
|
|
|
(11,664
|
)
|
|
—
|
|
|
(24,595
|
)
|
|||||
Contributions from general partner
|
|
765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
765
|
|
|||||
Contributions from noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,060
|
|
|
2,060
|
|
|||||
Distributions to partners
|
|
(145,090
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,090
|
)
|
|||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(840
|
)
|
|
(840
|
)
|
|||||
Proceeds from sale of common units, net of offering costs
|
|
650,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650,155
|
|
|||||
Net changes in advances with consolidated entities
|
|
(590,939
|
)
|
|
—
|
|
|
556,238
|
|
|
34,701
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
|
351,960
|
|
|
—
|
|
|
981,052
|
|
|
36,004
|
|
|
1,369,016
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
|
1,181
|
|
|
—
|
|
|
(2,478
|
)
|
|
176
|
|
|
(1,121
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
—
|
|
|
—
|
|
|
11,206
|
|
|
355
|
|
|
11,561
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
1,181
|
|
|
$
|
—
|
|
|
$
|
8,728
|
|
|
$
|
531
|
|
|
$
|
10,440
|
|
|
(1)
|
The parent and NGL Energy Finance Corp. are co-issuers of the 2019 Notes and 2021 Notes.
|
Exhibit Number
|
Description
|
|
2.1
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, as the Representative, OWL Pearsall SWD, LLC, OWL Pearsall Holdings, LLC, NGL Energy Partners, LP and High Sierra Water-Eagle Ford, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.2
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, as the Representative, OWL Karnes SWD, LLC, OWL Karnes Holdings, LLC, NGL Energy Partners, LP and High Sierra Water-Eagle Ford, LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.3
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, OWL Cotulla SWD, LLC, Terry Bailey, as trustee of the PJB Irrevocable Trust, NGL Energy Partners, LP and High Sierra Water-Eagle Ford, LLC (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.4
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, OWL Nixon SWD, LLC, Terry Bailey, as trustee of the PJB Irrevocable Trust, NGL Energy Partners, LP and High Sierra Water-Eagle Ford, LLC (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.5
|
|
LLC Interest Transfer Agreement, dated as of August 1, 2013, by and among Oilfield Water Lines, LP, HR OWL, LLC, OWL Operating, LLC, Lotus Oilfield Services, L.L.C., OWL Lotus, LLC, NGL Energy Partners, LP, High Sierra Water-Eagle Ford, LLC and High Sierra Transportation, LLC (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
2.6
|
|
Equity Interest Purchase Agreement, dated November 5, 2013, by and among NGL Energy Partners LP, High Sierra Energy, LP, Gavilon, LLC and Gavilon Energy Intermediate, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013)
|
|
|
|
3.1
|
|
Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
3.2
|
|
Certificate of Amendment to Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
3.3
|
|
Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on May 17, 2011)
|
|
|
|
3.4
|
|
First Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on October 26, 2011)
|
|
|
|
3.5
|
|
Second Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 9, 2012)
|
|
|
|
3.6
|
|
Third Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 26, 2012)
|
|
|
|
3.7
|
|
Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 17, 2012)
|
|
|
|
3.8
|
|
Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
3.9
|
|
Certificate of Amendment to Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
3.10
|
|
Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on February 28, 2013)
|
Exhibit Number
|
Description
|
|
3.11
|
|
Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of August 6, 2013 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
3.12
|
|
Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 27, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014)
|
|
|
|
4.1
|
|
First Amended and Restated Registration Rights Agreement, dated October 3, 2011, by and among the Partnership, Hicks Oils & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, E. Osterman Propane, Inc. and the other holders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on October 7, 2011)
|
|
|
|
4.2
|
|
Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated as of November 1, 2011 by and among the Partnership and SemStream (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on November 4, 2011)
|
|
|
|
4.3
|
|
Amendment No. 2 and Joinder to First Amended and Restated Registration Rights Agreement, dated January 3, 2012, by and among NGL Energy Holdings LLC, Liberty Propane, L.L.C., Pacer-Enviro Propane, L.L.C., Pacer-Pittman Propane, L.L.C., Pacer-Portland Propane, L.L.C., Pacer Propane (Washington), L.L.C., Pacer-Salida Propane, L.L.C. and Pacer-Utah Propane, L.L.C. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 9, 2012)
|
|
|
|
4.4
|
|
Amendment No. 3 and Joinder to First Amended and Restated Registration Rights Agreement, dated May 1, 2012, by and between NGL Energy Holdings LLC and Downeast Energy Corp. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on May 4, 2012)
|
|
|
|
4.5
|
|
Amendment No. 4 and Joinder to First Amended and Restated Registration Rights Agreement, dated June 19, 2012, by and between NGL Energy Holdings LLC and NGP M&R HS LP LLC (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012)
|
|
|
|
4.6
|
|
Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement, dated October 1, 2012, by and between NGL Energy Holdings LLC and Enstone, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2012)
|
|
|
|
4.7
|
|
Amendment No. 6 and Joinder to First Amended and Restated Registration Rights Agreement, dated November 13, 2012, by and between NGL Energy Holdings LLC and Gerald L. Jensen, Thrift Opportunity Holdings, LP, Jenco Petroleum Corporation, Caritas Trust, Animosus Trust and Nitor Trust (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 19, 2012)
|
|
|
|
4.8
|
|
Amendment No. 7 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of August 1, 2013, by and among NGL Energy Holdings LLC, Oilfield Water Lines, LP and Terry G. Bailey (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013)
|
|
|
|
4.9
|
|
Amendment No. 8 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 17, 2015, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.10*
|
|
Amendment No. 9 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 25, 2016, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC
|
|
|
|
4.11
|
|
Note Purchase Agreement, dated June 19, 2012, by and among NGL and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012)
|
|
|
|
4.12
|
|
Amendment No. 1 to Note Purchase Agreement, dated as of January 15, 2013, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on January 18, 2013)
|
|
|
|
Exhibit Number
|
Description
|
|
4.13
|
|
Amendment No. 2 to Note Purchase Agreement, dated as of May 8, 2013, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on May 9, 2013)
|
|
|
|
4.14
|
|
Amendment No. 3 to Note Purchase Agreement, dated September 30, 2013, among NGL Energy Partners LP and the holders of NGL’s 6.65% senior secured notes due 2022 signatory thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2013)
|
|
|
|
4.15
|
|
Amendment No. 4 to Note Purchase Agreement, dated as of November 5, 2013, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 8, 2013)
|
|
|
|
4.16
|
|
Amendment No. 5 to Note Purchase Agreement, dated as of December 23, 2013, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 30, 2013)
|
|
|
|
4.17
|
|
Amendment No. 6 to Note Purchase Agreement, dated as of June 30, 2014, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014)
|
|
|
|
4.18
|
|
Amendment No. 7 to Note Purchase Agreement, dated as of December 19, 2014 and effective as of December 26, 2014, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 2, 2015)
|
|
|
|
4.19
|
|
Amendment No. 8 to Note Purchase Agreement, dated as of May 1, 2015, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.18 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.20
|
|
Amendment No. 9 to Note Purchase Agreement, dated as of December 23, 2015, among the Partnership and the purchasers named therein (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended December 31, 2015 filed with the SEC on February 9, 2016)
|
|
|
|
4.21*
|
|
Amendment No. 10 to Note Purchase Agreement, dated as of February 9, 2016, among the Partnership and the purchasers named therein
|
|
|
|
4.22
|
|
Indenture, dated as of October 16, 2013, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 16, 2013)
|
|
|
|
4.23
|
|
Forms of 6.875% Senior Notes due 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 16, 2013)
|
|
|
|
4.24
|
|
First Supplemental Indenture, dated as of December 2, 2013, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.19 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2014 filed with the SEC on May 30, 2014)
|
|
|
|
4.25
|
|
Second Supplemental Indenture, dated as of April 22, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiary party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.20 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2014 filed with the SEC on May 30, 2014)
|
|
|
|
4.26
|
|
Third Supplemental Indenture, dated as of July 31, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiary party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2014 filed with the SEC on November 10, 2014)
|
|
|
|
4.27
|
|
Fourth Supplemental Indenture, dated as of December 1, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.25 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.28
|
|
Fifth Supplemental Indenture, dated as of February 17, 2015, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.26 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
Exhibit Number
|
Description
|
|
4.29
|
|
Sixth Supplemental Indenture, dated as of August 21, 2015, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2015 filed with the SEC on November 9, 2015)
|
|
|
|
4.30
|
|
Registration Rights Agreement, dated as of October 16, 2013, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors listed therein on Exhibit A and RBC Capital Markets, LLC as representative of the several initial purchasers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 16, 2013)
|
|
|
|
4.31
|
|
Registration Rights Agreement, dated December 2, 2013, by and among NGL Energy Partners LP and the purchasers set forth on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013)
|
|
|
|
4.32
|
|
Indenture, dated as of July 9, 2014, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 9, 2014)
|
|
|
|
4.33
|
|
Forms of 5.125% Senior Notes due 2019 (incorporated by reference and included as Exhibits A1 and A2 to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 9, 2014)
|
|
|
|
4.34
|
|
Registration Rights Agreement, dated July 9, 2014, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors listed therein on Exhibit A and RBS Securities Inc. as representative of the several initial purchasers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 9, 2014)
|
|
|
|
4.35
|
|
First Supplemental Indenture, dated as of July 31, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2014 filed with the SEC on November 10, 2014)
|
|
|
|
4.36
|
|
Second Supplemental Indenture, dated as of December 1, 2014, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.32 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.37
|
|
Third Supplemental Indenture, dated as of February 17, 2015, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.33 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
4.38
|
|
Fourth Supplemental Indenture, dated as of August 21, 2015, among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended September 30, 2015 filed with the SEC on November 9, 2015)
|
|
|
|
10.1
|
|
Credit Agreement, dated as of June 19, 2012, among NGL Energy Partners LP, the NGL subsidiary borrowers, the lenders party thereto and Deutsche Bank Trust Company Americas, as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012)
|
|
|
|
10.2
|
|
Facility Increase Agreement, dated as of November 1, 2012, among NGL Energy Operating LLC, NGL Energy Partners LP, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 7, 2012)
|
|
|
|
10.3
|
|
Amendment No. 1 to Credit Agreement, dated as of January 15, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on January 18, 2013)
|
|
|
|
10.4
|
|
Amendment No. 2 to Credit Agreement, dated as of May 8, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No 001-35172) filed on May 9, 2013)
|
|
|
|
Exhibit Number
|
Description
|
|
10.5
|
|
Amendment No. 3 to Credit Agreement, dated September 30, 2013, among NGL Energy Partners LP, NGL Energy Operating LLC, each subsidiary of NGL identified as a “Borrower” therein, Deutsche Bank AG, New York Branch, as technical agent, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent and each financial institution identified as a “Lender” or “Issuing Bank” therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2013)
|
|
|
|
10.6
|
|
Amendment No. 4 to Credit Agreement, dated as of November 5, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 8, 2013)
|
|
|
|
10.7
|
|
Amendment No. 5 to Credit Agreement, dated as of December 23, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank and Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 30, 2013)
|
|
|
|
10.8
|
|
Facility Increase Agreement, dated as of December 30, 2013, among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on January 3, 2014)
|
|
|
|
10.9
|
|
Amendment No. 6 to Credit Agreement, dated as of June 12, 2014, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 16, 2014)
|
|
|
|
10.10
|
|
Amendment No. 7 to Credit Agreement, dated as of June 27, 2014, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014)
|
|
|
|
10.11
|
|
Facility Increase Agreement, dated December 1, 2014, among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 1, 2014)
|
|
|
|
10.12
|
|
Amendment No. 8 to Credit Agreement, dated as of December 19, 2014 and effective as of December 26, 2014, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 2, 2015)
|
|
|
|
10.13
|
|
Amendment No. 9 to Credit Agreement, dated as of May 1, 2015, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
10.14
|
|
Amendment No. 10 to Credit Agreement, dated as of July 31, 2015, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 4, 2015)
|
|
|
|
10.15
|
|
Facility Increase Agreement, dated October 7, 2015, among NGL Energy Operating LLC, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended December 31, 2015 filed with the SEC on February 9, 2016)
|
|
|
|
10.16
|
|
Amendment No. 11 to Credit Agreement, dated as of December 23, 2015, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended December 31, 2015 filed with the SEC on February 9, 2016)
|
|
|
|
10.17*
|
|
Amendment No. 12 to Credit Agreement, dated as of February 9, 2016, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto
|
|
|
|
Exhibit Number
|
Description
|
|
10.18
|
|
Common Unit Purchase Agreement, dated November 5, 2013, by and among NGL Energy Partners LP and the purchasers listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013)
|
|
|
|
10.19+
|
|
Letter Agreement among Silverthorne Energy Holdings LLC, Shawn W. Coady and Todd M. Coady dated October 14, 2010 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011)
|
|
|
|
10.20+
|
|
NGL Energy Partners LP 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed on May 17, 2011)
|
|
|
|
10.21+
|
|
Form of Restricted Unit Award Agreement under the NGL Energy Partners LP 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended June 30, 2012 filed with the SEC on August 14, 2012 )
|
|
|
|
10.22
|
|
NGL Performance Unit Program (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015)
|
|
|
|
12.1*
|
|
Computation of ratios of earnings to fixed charges
|
|
|
|
21.1*
|
|
List of Subsidiaries of NGL Energy Partners LP
|
|
|
|
23.1*
|
|
Consent of Grant Thornton LLP
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
101.SCH**
|
|
XBRL Schema Document
|
|
|
|
101.CAL**
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.DEF**
|
|
XBRL Definition Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL Presentation Linkbase Document
|
|
*
|
Exhibits filed with this report.
|
**
|
The following documents are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at
March 31, 2016
and
2015
,
(ii) Consolidated Statements of Operations for the years ended
March 31, 2016
,
2015
,
and
2014
,
(iii) Consolidated Statements of Comprehensive
Income (Loss)
for the years ended
March 31, 2016
,
2015
,
and
2014
,
(iv) Consolidated Statements of Changes in Equity for the years ended
March 31, 2016
,
2015
,
and
2014
,
(v) Consolidated Statements of Cash Flows for the years ended
March 31, 2016
,
2015
,
and
2014
,
and (vi) Notes to Consolidated Financial Statements.
|
+
|
Management contracts or compensatory plans or arrangements.
|
Corporate Name
|
Jurisdiction of Organization
|
Organizational ID Numbers
|
NGL Energy Partners LP†
|
Delaware
|
4864184
|
TransMontaigne LLC†
|
Delaware
|
2247557
|
NGL Energy Finance Corp.*
|
Delaware
|
5408790
|
NGL Energy Operating LLC†
|
Delaware
|
4864186
|
NGL Energy Equipment LLC*
|
Colorado
|
20151651011
|
Atlantic Propane LLC*
|
Oklahoma
|
3512344730
|
High Sierra Energy GP, LLC*
|
Colorado
|
20041398052
|
High Sierra Energy Shared Services, LLC*
|
Colorado
|
20071516948
|
NGL Crude Logistics, LLC†
|
Delaware
|
2577845
|
NGL Propane, LLC†
|
Delaware
|
4883225
|
NGL Liquids, LLC†
|
Delaware
|
4883449
|
NGL Water Solutions, LLC†
|
Colorado
|
20061397887
|
High Sierra Energy, LP†
|
Delaware
|
3882384
|
High Sierra Energy Operating, LLC†
|
Colorado
|
20041399037
|
High Sierra Energy Marketing, LLC†
|
Colorado
|
20051254557
|
NGL Solids Solutions, LLC*
|
Colorado
|
20141596966
|
TransMontaigne Product Services LLC†
|
Delaware
|
2956958
|
TransMontaigne Services LLC†
|
Delaware
|
4456325
|
TransMontaigne Partners LP
2
|
Delaware
|
3898774
|
NGL Crude Transportation, LLC†
|
Colorado
|
20141192981
|
NGL Crude Cushing, LLC†
|
Oklahoma
|
3512295163
|
E Energy Adams, LLC
3
|
Nebraska
|
10070006
|
High Sierra Crude Oil & Marketing, LLC†
|
Colorado
|
20061507661
|
NGL Crude Pipelines, LLC†
|
Oklahoma
|
3512273166
|
NGL Energy Logistics, LLC†
|
Delaware
|
5351758
|
NGL Energy Holdings II, LLC†
|
Delaware
|
4823380
|
NGL Shipping and Trading, LLC†
|
Delaware
|
3463063
|
|
Corporate Name
|
Jurisdiction of Organization
|
Organizational ID Numbers
|
NGL Milan Investments, LLC†
|
Colorado
|
20,141,558,772
|
NGL Crude Terminals, LLC†
|
Delaware
|
4,900,064
|
NGL Marine, LLC†
|
Texas
|
800,583,414
|
NGL Crude Canada Holdings, LLC†
|
Colorado
|
20,131,042,653
|
Glass Mountain Pipeline, LLC
4
|
Delaware
|
5,137,966
|
Grand Mesa Pipeline, LLC†
|
Delaware
|
5,566,971
|
NGL Crude Canada ULC
|
Alberta, Canada
|
2,017,241,023
|
Blue Grama Land Corporation†
|
Colorado
|
20,141,693,614
|
Osterman Propane, LLC†
|
Delaware
|
5,039,933
|
Hicksgas, LLC†
|
Delaware
|
4,878,365
|
NGL-NE Real Estate, LLC†
|
Delaware
|
5,098,953
|
NGL-MA Real Estate, LLC†
|
Delaware
|
5,098,942
|
NGL-MA, LLC†
|
Delaware
|
5,098,945
|
Victory Propane, LLC
5
|
Oklahoma
|
3,512,492,428
|
Centennial Energy, LLC†
|
Colorado
|
19,951,007,685
|
NGL Gateway Terminals, Inc.*
|
Canada
|
6,132,171
|
NGL Supply Terminal Company, LLC†
|
Delaware
|
4,883,227
|
NGL Supply Wholesale, LLC†
|
Delaware
|
4,883,230
|
Centennial Gas Liquids, ULC†
|
Alberta, Canada
|
2,012,308,413
|
Sawtooth NGL Caverns, LLC†
|
Delaware
|
5,037,140
|
NGL Supply Terminal Solution Mining, LLC†
|
Utah
|
8615504-0160
|
NGL Water Solutions Bakken, LLC†
|
Colorado
|
20,141,630,310
|
NGL Water Solutions Mid-Continent, LLC†
|
Colorado
|
20,141,598,926
|
Anticline Disposal, LLC†
|
Wyoming
|
2001-000419488
|
NGL Water Solutions DJ, LLC†
|
Colorado
|
201,111,160,724
|
NGL Water Solutions Eagle Ford, LLC†
|
Delaware
|
5,212,015
|
NGL Water Solutions Permian, LLC†
|
Colorado
|
20,131,347,695
|
Grassland Water Solutions LLC
6
|
Delaware
|
5,396,940
|
High Sierra Water Services Midcontinent, LLC*
|
Oklahoma
|
3,512,151,390
|
Indigo Injection #3-1, LLC*
|
Delaware
|
5,214,855
|
Choya Operating, LLC*
|
Texas
|
801,760,203
|
Andrews Oil Buyers, Inc.†
|
Texas
|
115,251,800
|
NGL Hutch, LLC*
|
Delaware
|
5,187,973
|
|
Note Party
|
Ownership Interest
|
Number of Shares Held
|
% of total Shares
|
NGL Energy Holdings LLC
|
NGL Energy Partners LP†
|
N/A
|
0.1% GP Interest
99.9% LP Interest
|
NGL Energy Partners LP
|
TransMontaigne LLC†
|
N/A
|
100%
|
NGL Energy Partners LP
|
NGL Energy Finance Corp.*
|
N/A
|
100%
|
NGL Energy Partners LP
|
NGL Energy Operating LLC†
|
N/A
|
100%
|
NGL Energy Partners LP
|
NGL Energy Equipment LLC*
|
N/A
|
100%
|
NGL Energy Partners LP
|
Atlantic Propane LLC*
|
N/A
|
60%
|
NGL Energy Partners, LP
|
High Sierra Energy GP, LLC*
|
N/A
|
100%
|
High Sierra Energy GP, LLC
|
High Sierra Shared Services, LLC*
|
N/A
|
98%
|
High Sierra Energy, LP
|
High Sierra Shared Services, LLC*
|
N/A
|
2%
|
NGL Energy Partners LP
|
TransMontaigne Partners LP
7
|
450,000 LP Units
|
2.7350%
|
NGL Energy Operating LLC
|
NGL Crude Logistics, LLC†
|
N/A
|
100%
|
NGL Energy Operating LLC
|
NGL Propane, LLC†
|
N/A
|
100%
|
NGL Energy Operating LLC
|
NGL Liquids, LLC†
|
N/A
|
100%
|
NGL Energy Operating LLC
|
NGL Water Solutions, LLC†
|
N/A
|
100%
|
NGL Energy Partners, LP
|
High Sierra Energy, LP†
|
N/A
|
98%
|
High Sierra Energy GP, LLC
|
High Sierra Energy, LP†
|
N/A
|
2%
|
High Sierra Energy, LP
|
High Sierra Energy Operating, LLC†
|
N/A
|
100%
|
High Sierra Energy Operating, LLC
|
High Sierra Energy Marketing, LLC†
|
N/A
|
100%
|
TransMontaigne LLC
|
TransMontaigne Product Services LLC†
|
N/A
|
100%
|
TransMontaigne Product Services LLC
|
TransMontaigne Services LLC†
|
N/A
|
100%
|
TransMontaigne Services LLC
|
TransMontaigne Partners LP
8
|
2,716,704 LP Units
|
16.5384% LP Interest
|
NGL Crude Logistics, LLC
|
NGL Crude Transportation, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Crude Cushing, LLC†
|
N/A
|
100%
|
|
Note Party
|
Ownership Interest
|
Number of Shares Held
|
% of total Shares
|
NGL Crude Logistics, LLC
|
E Energy Adams, LLC
9
|
N/A
|
17.9%
|
NGL Crude Logistics, LLC
|
High Sierra Crude Oil & Marketing, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Crude Pipelines, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Energy Logistics, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Energy Holdings II, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Shipping and Trading, LLC†
|
N/A
|
100%
|
NGL Crude Transportation, LLC
|
NGL Milan Investments, LLC†
|
N/A
|
100%
|
NGL Crude Transportation, LLC
|
NGL Crude Terminals, LLC†
|
N/A
|
100%
|
NGL Crude Transportation, LLC
|
NGL Marine, LLC†
|
N/A
|
100%
|
NGL Crude Terminals, LLC
|
Grand Mesa Pipeline, LLC†
|
N/A
|
100%
|
Grand Mesa Pipeline, LLC
|
Blue Grama Land Corporation†
|
N/A
|
100%
|
High Sierra Crude Oil & Marketing, LLC
|
NGL Crude Canada Holdings, LLC†
|
N/A
|
100%
|
NGL Crude Canada Holdings, LLC
|
NGL Crude Canada ULC
|
N/A
|
100%
|
NGL Energy Holdings II, LLC
|
Glass Mountain Pipeline, LLC
10
|
N/A
|
50%
|
NGL Propane, LLC
|
Osterman Propane, LLC†
|
N/A
|
100%
|
NGL Propane, LLC
|
Hicksgas, LLC†
|
N/A
|
100%
|
NGL Propane, LLC
|
NGL-NE Real Estate, LLC†
|
N/A
|
100%
|
NGL Propane, LLC
|
NGL-MA Real Estate, LLC†
|
N/A
|
100%
|
NGL Propane, LLC
|
NGL-MA, LLC†
|
N/A
|
100%
|
Osterman Propane, LLC
|
Victory Propane, LLC
11
|
N/A
|
50%
|
NGL Liquids, LLC
|
Centennial Energy, LLC†
|
N/A
|
100%
|
NGL Liquids, LLC
|
NGL Gateway Terminals, Inc.*
|
N/A
|
100%
|
NGL Liquids, LLC
|
NGL Supply Terminal Company, LLC†
|
N/A
|
100%
|
NGL Liquids, LLC
|
NGL Supply Wholesale, LLC†
|
N/A
|
100%
|
Centennial Energy, LLC
|
Centennial Gas Liquids, ULC†
|
N/A
|
100%
|
NGL Supply Terminal Company, LLC
|
Sawtooth NGL Caverns, LLC†
|
N/A
|
100%
|
NGL Supply Terminal Company, LLC
|
NGL Hutch, LLC*
|
N/A
|
100%
|
Sawtooth NGL Caverns, LLC
|
NGL Supply Terminal Solution Mining, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Solids Solutions, LLC*
|
N/A
|
50%
|
NGL Water Solutions, LLC
|
NGL Water Solutions Bakken, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Water Solutions Mid-Continent, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
Anticline Disposal, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Water Solutions DJ, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Water Solutions Eagle Ford, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Water Solutions Permian, LLC†
|
N/A
|
100%
|
|
Note Party
|
Ownership Interest
|
Number of Shares Held
|
% of total Shares
|
NGL Water Solutions DJ, LLC
|
Grassland Water Solutions LLC
12
|
N/A
|
27.78%
|
NGL Water Solutions, LLC
|
High Sierra Water Services Midcontinent, LLC*
|
N/A
|
100%
|
NGL Water Solutions Eagle Ford, LLC
|
Indigo Injection #3-1, LLC*
|
N/A
|
75%
|
NGL Water Solutions Eagle Ford, LLC
|
Choya Operating, LLC*
|
N/A
|
75%
|
High Sierra Crude Oil & Marketing, LLC
|
Andrews Oil Buyers, Inc.†
|
200
|
100%
|
•
|
H. Michael Krimbill
|
•
|
Stephen L. Cropper
|
•
|
James C. Kneale
|
•
|
Shawn W. Coady
|
•
|
Vincent J. Osterman
|
•
|
John Raymond
|
•
|
Bryan K. Guderian
|
•
|
Patrick Wade
|
•
|
James J. Burke
|
•
|
James M. Collingsworth
|
•
|
H. Michael Krimbill Chief Executive Officer and Interim Chief Financial Officer
|
•
|
Larry Thuillier Chief Accounting Officer, SVP Accounting
|
•
|
James J. Burke President
|
•
|
Vincent J. Osterman President, Eastern Retail Operations
|
•
|
Shawn W. Coady President, Retail Division
|
•
|
Jack Eberhart EVP, NGL Liquids
|
•
|
Don Robinson EVP, NGL Crude Logistics
|
•
|
Brian Cannon VP, Marketing
|
•
|
Christian Dobrauc SVP, Mergers & Acquisitions
|
•
|
Greg Blais SVP, Business Development
|
•
|
James F. Winter VP, NGL Water Solutions
|
•
|
Doug White SVP, NGL Water Solutions
|
•
|
Aaron Reece SVP, NGL Liquids
|
•
|
Jay Furman SVP, NGL Liquids
|
•
|
Todd Tanory SVP, NGL Asset Management
|
•
|
Grant Vangilder SVP, Bio Diesel
|
•
|
Don Jensen SVP, NGL Refined Products
|
•
|
Ben Borgen SVP, NGL Ethanol
|
•
|
Todd M. Coady SVP Administration
|
•
|
Sharra Straight SVP Accounting and Corporate Controller
|
•
|
Kurston P. McMurray Secretary & VP Legal
|
|
Corporate Name
|
Jurisdiction of Organization
|
Organizational ID Numbers
|
NGL Energy Partners LP†
|
Delaware
|
4864184
|
TransMontaigne LLC†
|
Delaware
|
2247557
|
NGL Energy Finance Corp.*
|
Delaware
|
5408790
|
NGL Energy Operating LLC†
|
Delaware
|
4864186
|
NGL Energy Equipment LLC*
|
Colorado
|
20151651011
|
Atlantic Propane LLC*
|
Oklahoma
|
3512344730
|
High Sierra Energy GP, LLC*
|
Colorado
|
20041398052
|
High Sierra Energy Shared Services, LLC*
|
Colorado
|
20071516948
|
NGL Crude Logistics, LLC†
|
Delaware
|
2577845
|
NGL Propane, LLC†
|
Delaware
|
4883225
|
NGL Liquids, LLC†
|
Delaware
|
4883449
|
NGL Water Solutions, LLC†
|
Colorado
|
20061397887
|
High Sierra Energy, LP†
|
Delaware
|
3882384
|
High Sierra Energy Operating, LLC†
|
Colorado
|
20041399037
|
High Sierra Energy Marketing, LLC†
|
Colorado
|
20051254557
|
NGL Solids Solutions, LLC*
|
Colorado
|
20141596966
|
TransMontaigne Product Services LLC†
|
Delaware
|
2956958
|
TransMontaigne Services LLC†
|
Delaware
|
4456325
|
TransMontaigne Partners LP
2
|
Delaware
|
3898774
|
NGL Crude Transportation, LLC†
|
Colorado
|
20141192981
|
NGL Crude Cushing, LLC†
|
Oklahoma
|
3512295163
|
E Energy Adams, LLC
3
|
Nebraska
|
10070006
|
High Sierra Crude Oil & Marketing, LLC†
|
Colorado
|
20061507661
|
NGL Crude Pipelines, LLC†
|
Oklahoma
|
3512273166
|
NGL Energy Logistics, LLC†
|
Delaware
|
5351758
|
NGL Energy Holdings II, LLC†
|
Delaware
|
4823380
|
NGL Shipping and Trading, LLC†
|
Delaware
|
3463063
|
NGL Milan Investments, LLC†
|
Colorado
|
20141558772
|
NGL Crude Terminals, LLC†
|
Delaware
|
4900064
|
NGL Marine, LLC†
|
Texas
|
800583414
|
|
Corporate Name
|
Jurisdiction of Organization
|
Organizational ID Numbers
|
NGL Crude Canada Holdings, LLC†
|
Colorado
|
20131042653
|
Glass Mountain Pipeline, LLC
4
|
Delaware
|
5137966
|
Grand Mesa Pipeline, LLC†
|
Delaware
|
5566971
|
NGL Crude Canada ULC
|
Alberta, Canada
|
2017241023
|
Blue Grama Land Corporation†
|
Colorado
|
20141693614
|
Osterman Propane, LLC†
|
Delaware
|
5039933
|
Hicksgas, LLC†
|
Delaware
|
4878365
|
NGL-NE Real Estate, LLC†
|
Delaware
|
5098953
|
NGL-MA Real Estate, LLC†
|
Delaware
|
5098942
|
NGL-MA, LLC†
|
Delaware
|
5098945
|
Victory Propane, LLC
5
|
Oklahoma
|
3512492428
|
Centennial Energy, LLC†
|
Colorado
|
19951007685
|
NGL Gateway Terminals, Inc.*
|
Canada
|
6132171
|
NGL Supply Terminal Company, LLC†
|
Delaware
|
4883227
|
NGL Supply Wholesale, LLC†
|
Delaware
|
4883230
|
Centennial Gas Liquids, ULC†
|
Alberta, Canada
|
2012308413
|
Sawtooth NGL Caverns, LLC†
|
Delaware
|
5037140
|
NGL Supply Terminal Solution Mining, LLC†
|
Utah
|
8615504-0160
|
NGL Water Solutions Bakken, LLC†
|
Colorado
|
20141630310
|
NGL Water Solutions Mid-Continent, LLC†
|
Colorado
|
20141598926
|
Anticline Disposal, LLC†
|
Wyoming
|
2001-000419488
|
NGL Water Solutions DJ, LLC†
|
Colorado
|
201111160724
|
NGL Water Solutions Eagle Ford, LLC†
|
Delaware
|
5212015
|
NGL Water Solutions Permian, LLC†
|
Colorado
|
20131347695
|
Grassland Water Solutions LLC
6
|
Delaware
|
5396940
|
High Sierra Water Services Midcontinent, LLC*
|
Oklahoma
|
3512151390
|
Indigo Injection #3-1, LLC*
|
Delaware
|
5214855
|
Choya Operating, LLC*
|
Texas
|
801760203
|
Andrews Oil Buyers, Inc.†
|
Texas
|
115251800
|
NGL Hutch, LLC*
|
Delaware
|
5187973
|
|
Credit Party
|
Ownership Interest
|
Number of Shares Held
|
% of total Shares
|
NGL Energy Holdings LLC
|
NGL Energy Partners LP†
|
N/A
|
0.1% GP Interest
99.9% LP Interest
|
NGL Energy Partners LP
|
TransMontaigne LLC†
|
N/A
|
100%
|
NGL Energy Partners LP
|
NGL Energy Finance Corp.*
|
N/A
|
100%
|
NGL Energy Partners LP
|
NGL Energy Operating LLC†
|
N/A
|
100%
|
NGL Energy Partners LP
|
NGL Energy Equipment LLC*
|
N/A
|
100%
|
NGL Energy Partners LP
|
Atlantic Propane LLC*
|
N/A
|
60%
|
NGL Energy Partners, LP
|
High Sierra Energy GP, LLC*
|
N/A
|
100%
|
High Sierra Energy GP, LLC
|
High Sierra Shared Services, LLC*
|
N/A
|
98%
|
High Sierra Energy, LP
|
High Sierra Shared Services, LLC*
|
N/A
|
2%
|
NGL Energy Partners LP
|
TransMontaigne Partners LP
8
|
450,000 LP Units
|
2.7350%
|
NGL Energy Operating LLC
|
NGL Crude Logistics, LLC†
|
N/A
|
100%
|
NGL Energy Operating LLC
|
NGL Propane, LLC†
|
N/A
|
100%
|
NGL Energy Operating LLC
|
NGL Liquids, LLC†
|
N/A
|
100%
|
NGL Energy Operating LLC
|
NGL Water Solutions, LLC†
|
N/A
|
100%
|
NGL Energy Partners, LP
|
High Sierra Energy, LP†
|
N/A
|
98%
|
High Sierra Energy GP, LLC
|
High Sierra Energy, LP†
|
N/A
|
2%
|
High Sierra Energy, LP
|
High Sierra Energy Operating, LLC†
|
N/A
|
100%
|
High Sierra Energy Operating, LLC
|
High Sierra Energy Marketing, LLC†
|
N/A
|
100%
|
TransMontaigne LLC
|
TransMontaigne Product Services LLC†
|
N/A
|
100%
|
|
Credit Party
|
Ownership Interest
|
Number of Shares Held
|
% of total Shares
|
TransMontaigne Product Services LLC
|
TransMontaigne Services LLC†
|
N/A
|
100%
|
TransMontaigne Services LLC
|
TransMontaigne Partners LP
9
|
2,716,704 LP Units
|
16.5384% LP Interest
|
NGL Crude Logistics, LLC
|
NGL Crude Transportation, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Crude Cushing, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
E Energy Adams, LLC
10
|
N/A
|
17.9%
|
NGL Crude Logistics, LLC
|
High Sierra Crude Oil & Marketing, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Crude Pipelines, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Energy Logistics, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Energy Holdings II, LLC†
|
N/A
|
100%
|
NGL Crude Logistics, LLC
|
NGL Shipping and Trading, LLC†
|
N/A
|
100%
|
NGL Crude Transportation, LLC
|
NGL Milan Investments, LLC†
|
N/A
|
100%
|
NGL Crude Transportation, LLC
|
NGL Crude Terminals, LLC†
|
N/A
|
100%
|
NGL Crude Transportation, LLC
|
NGL Marine, LLC†
|
N/A
|
100%
|
NGL Crude Terminals, LLC
|
Grand Mesa Pipeline, LLC†
|
N/A
|
100%
|
Grand Mesa Pipeline, LLC
|
Blue Grama Land Corporation†
|
N/A
|
100%
|
High Sierra Crude Oil & Marketing, LLC
|
NGL Crude Canada Holdings, LLC†
|
N/A
|
100%
|
NGL Crude Canada Holdings, LLC
|
NGL Crude Canada ULC
|
N/A
|
100%
|
NGL Energy Holdings II, LLC
|
Glass Mountain Pipeline, LLC
11
|
N/A
|
50%
|
NGL Propane, LLC
|
Osterman Propane, LLC†
|
N/A
|
100%
|
NGL Propane, LLC
|
Hicksgas, LLC†
|
N/A
|
100%
|
NGL Propane, LLC
|
NGL-NE Real Estate, LLC†
|
N/A
|
100%
|
NGL Propane, LLC
|
NGL-MA Real Estate, LLC†
|
N/A
|
100%
|
NGL Propane, LLC
|
NGL-MA, LLC†
|
N/A
|
100%
|
|
Credit Party
|
Ownership Interest
|
Number of Shares Held
|
% of total Shares
|
Osterman Propane, LLC
|
Victory Propane, LLC
12
|
N/A
|
50%
|
NGL Liquids, LLC
|
Centennial Energy, LLC†
|
N/A
|
100%
|
NGL Liquids, LLC
|
NGL Gateway Terminals, Inc.*
|
N/A
|
100%
|
NGL Liquids, LLC
|
NGL Supply Terminal Company, LLC†
|
N/A
|
100%
|
NGL Liquids, LLC
|
NGL Supply Wholesale, LLC†
|
N/A
|
100%
|
Centennial Energy, LLC
|
Centennial Gas Liquids, ULC†
|
N/A
|
100%
|
NGL Supply Terminal Company, LLC
|
Sawtooth NGL Caverns, LLC†
|
N/A
|
100%
|
NGL Supply Terminal Company, LLC
|
NGL Hutch, LLC*
|
N/A
|
100%
|
Sawtooth NGL Caverns, LLC
|
NGL Supply Terminal Solution Mining, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Solids Solutions, LLC*
|
N/A
|
50%
|
NGL Water Solutions, LLC
|
NGL Water Solutions Bakken, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Water Solutions Mid-Continent, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
Anticline Disposal, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Water Solutions DJ, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Water Solutions Eagle Ford, LLC†
|
N/A
|
100%
|
NGL Water Solutions, LLC
|
NGL Water Solutions Permian, LLC†
|
N/A
|
100%
|
NGL Water Solutions DJ, LLC
|
Grassland Water Solutions LLC
13
|
N/A
|
27.78%
|
NGL Water Solutions, LLC
|
High Sierra Water Services Midcontinent, LLC*
|
N/A
|
100%
|
NGL Water Solutions Eagle Ford, LLC
|
Indigo Injection #3-1, LLC*
|
N/A
|
75%
|
NGL Water Solutions Eagle Ford, LLC
|
Choya Operating, LLC*
|
N/A
|
75%
|
High Sierra Crude Oil & Marketing, LLC
|
Andrews Oil Buyers, Inc.†
|
200
|
100%
|
|
|
|
Year Ended March 31,
|
||||||||||||||||||
|
|
2016
|
|
2015 (1)
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) EARNINGS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income before income taxes
|
|
$
|
(187,464
|
)
|
|
$
|
46,571
|
|
|
$
|
49,695
|
|
|
$
|
50,065
|
|
|
$
|
8,465
|
|
(Income) loss before income taxes attributable to noncontrolling interests
|
|
(11,832
|
)
|
|
(12,887
|
)
|
|
(1,103
|
)
|
|
(250
|
)
|
|
12
|
|
|||||
Fixed charges
|
|
146,401
|
|
|
151,956
|
|
|
91,622
|
|
|
66,824
|
|
|
9,354
|
|
|||||
Total (loss) earnings
|
|
$
|
(52,895
|
)
|
|
$
|
185,640
|
|
|
$
|
140,214
|
|
|
$
|
116,639
|
|
|
$
|
17,831
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FIXED CHARGES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
133,089
|
|
|
$
|
110,123
|
|
|
$
|
58,854
|
|
|
$
|
32,994
|
|
|
$
|
7,620
|
|
(Gain) loss on early extinguishment of debt
|
|
(28,532
|
)
|
|
—
|
|
|
—
|
|
|
5,769
|
|
|
—
|
|
|||||
Portion of rental expense estimated to relate to interest (2)
|
|
41,844
|
|
|
41,833
|
|
|
32,768
|
|
|
28,061
|
|
|
1,734
|
|
|||||
Fixed charges
|
|
$
|
146,401
|
|
|
$
|
151,956
|
|
|
$
|
91,622
|
|
|
$
|
66,824
|
|
|
$
|
9,354
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges (3)
|
|
—
|
|
|
1.22
|
|
|
1.53
|
|
|
1.75
|
|
|
1.91
|
|
|
(2)
|
Represents one-third of the total operating lease rental expense, which is that portion estimated to represent interest.
|
(3)
|
The ratio was less than 1:1 for the year ended
March 31, 2016
. NGL Energy Partners LP would have needed to generate an additional
$199.3 million
of earnings to achieve a ratio of 1:1.
|
Subsidiary
|
|
Jurisdiction of Organization
|
NGL Energy Operating LLC
|
|
Delaware
|
NGL Energy Finance Corp.
|
|
Delaware
|
TransMontaigne LLC
|
|
Delaware
|
NGL Energy Equipment LLC
|
|
Colorado
|
Atlantic Propane, LLC (1)
|
|
Oklahoma
|
NGL Crude Logistics, LLC
|
|
Delaware
|
NGL Crude Transportation, LLC
|
|
Colorado
|
NGL Crude Terminals, LLC
|
|
Delaware
|
NGL Marine, LLC
|
|
Texas
|
NGL Milan Investments, LLC
|
|
Colorado
|
Grand Mesa Pipeline, LLC
|
|
Delaware
|
Blue Grama Land Corporation
|
|
Colorado
|
NGL Crude Cushing, LLC
|
|
Oklahoma
|
E Energy Adams, LLC (2)
|
|
Nebraska
|
High Sierra Crude Oil & Marketing, LLC
|
|
Colorado
|
NGL Crude Canada Holdings, LLC
|
|
Colorado
|
NGL Crude Canada ULC
|
|
Alberta
|
NGL Crude Pipelines, LLC
|
|
Oklahoma
|
NGL Energy Logistics, LLC
|
|
Delaware
|
NGL Energy Holdings II, LLC
|
|
Delaware
|
Glass Mountain Pipeline, LLC (3)
|
|
Delaware
|
NGL Shipping and Trading, LLC
|
|
Delaware
|
NGL Propane, LLC
|
|
Delaware
|
Osterman Propane, LLC
|
|
Delaware
|
Victory Propane, LLC (4)
|
|
Oklahoma
|
Hicksgas, LLC
|
|
Delaware
|
NGL-NE Real Estate, LLC
|
|
Delaware
|
NGL-MA Real Estate, LLC
|
|
Delaware
|
NGL-MA, LLC
|
|
Delaware
|
NGL Liquids, LLC
|
|
Delaware
|
Centennial Energy, LLC
|
|
Colorado
|
Centennial Gas Liquids, ULC
|
|
Alberta
|
NGL Gateway Terminals, Inc.
|
|
Ontario
|
NGL Supply Terminal Company, LLC
|
|
Delaware
|
NGL Hutch, LLC
|
|
Delaware
|
Sawtooth NGL Caverns, LLC
|
|
Delaware
|
NGL Supply Terminal Solution Mining, LLC
|
|
Utah
|
NGL Supply Wholesale, LLC
|
|
Delaware
|
NGL Water Solutions, LLC
|
|
Colorado
|
NGL Water Solutions Bakken, LLC
|
|
Colorado
|
NGL Water Solutions Mid-Continent, LLC
|
|
Colorado
|
NGL Water Pipelines, LLC
|
|
Texas
|
NGL Solids Solutions, LLC (5)
|
|
Colorado
|
AntiCline Disposal, LLC
|
|
Wyoming
|
Subsidiary
|
|
Jurisdiction of Organization
|
NGL Water Solutions DJ, LLC
|
|
Colorado
|
Grassland Water Solutions, LLC (6)
|
|
Delaware
|
NGL Water Solutions Eagle Ford, LLC
|
|
Delaware
|
Indigo Injection #3-1, LLC (7)
|
|
Delaware
|
Choya Operating, LLC (8)
|
|
Texas
|
NGL Water Solutions Permian, LLC
|
|
Colorado
|
TransMontaigne Product Services LLC
|
|
Delaware
|
TransMontaigne Services LLC
|
|
Delaware
|
High Sierra Energy GP, LLC
|
|
Colorado
|
High Sierra Energy, LP
|
|
Delaware
|
High Sierra Energy Shared Services, LLC
|
|
Colorado
|
High Sierra Energy Operating, LLC
|
|
Colorado
|
High Sierra Energy Marketing, LLC
|
|
Colorado
|
High Sierra Water Services Midcontinent, LLC
|
|
Oklahoma
|
|
/s/ GRANT THORNTON LLP
|
|
|
|
Tulsa, Oklahoma
|
|
May 31, 2016
|
|
Date : May 31, 2016
|
/s/ H. Michael Krimbill
|
|
H. Michael Krimbill
|
|
Chief Executive Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|
Date : May 31, 2016
|
/s/ Robert W. Karlovich III
|
|
Robert W. Karlovich III
|
|
Chief Financial Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|
Date : May 31, 2016
|
/s/ H. Michael Krimbill
|
|
H. Michael Krimbill
|
|
Chief Executive Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|
Date : May 31, 2016
|
/s/ Robert W. Karlovich III
|
|
Robert W. Karlovich III
|
|
Chief Financial Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|