Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Units Representing Limited Partner Interests
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
|
|
|
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|
||
|
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||
•
|
the prices of crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;
|
•
|
energy prices generally;
|
•
|
the general level of crude oil, natural gas, and natural gas liquids production;
|
•
|
the general level of demand, and the availability of supply, for crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;
|
•
|
the level of crude oil and natural gas drilling and production in areas where we have water treatment and disposal facilities;
|
•
|
the prices of propane and distillates relative to the prices of alternative and competing fuels;
|
•
|
the price of gasoline relative to the price of corn, which affects the price of ethanol;
|
•
|
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;
|
•
|
the political and economic stability of foreign oil and gas producing nations;
|
•
|
the effect of weather conditions on supply and demand for crude oil, natural gas liquids, gasoline, diesel, 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 effect of energy conservation efforts on product demand;
|
•
|
energy efficiencies and technological trends;
|
•
|
governmental regulation and taxation;
|
•
|
the effect of legislative and regulatory actions on hydraulic fracturing, wastewater disposal, and the treatment of flowback and produced water;
|
•
|
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;
|
•
|
the ability to maintain or increase the margins we realize for our terminal, barging, trucking, wastewater disposal, recycling, and discharge services;
|
•
|
the ability to renew leases for our leased equipment and storage facilities;
|
•
|
the nonpayment or nonperformance by our counterparties;
|
•
|
the availability and cost of capital and our ability to access certain capital sources;
|
•
|
a deterioration of the credit and capital markets;
|
•
|
the ability to successfully identify and complete accretive acquisitions, and integrate acquired assets and businesses;
|
•
|
changes in the volume of hydrocarbons recovered during the wastewater treatment process;
|
•
|
changes in the financial condition and results of operations of entities in which we own noncontrolling equity interests;
|
•
|
changes in applicable laws and regulations, including tax, environmental, transportation, and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the effect of such laws and regulations (now existing or in the future) on our business operations;
|
•
|
the costs and effects of legal and administrative proceedings;
|
•
|
any reduction or the elimination of the federal Renewable Fuel Standard;
|
•
|
changes in the jurisdictional characteristics of, or the applicable regulatory policies with respect to, our pipeline assets; and
|
•
|
other risks and uncertainties, including those discussed under Part I, Item 1A–“Risk Factors.”
|
•
|
Our Crude Oil Logistics segment purchases crude oil from producers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling, trucking, marine and pipeline transportation services through its owned assets.
|
•
|
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, drilling fluids and drilling muds and performs truck and frac tank washouts. In addition, our Water Solutions segment sells the recovered hydrocarbons that result from performing these services.
|
•
|
Our Liquids segment supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada using its leased underground storage and fleet of leased railcars, markets regionally through its
21
owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah.
|
•
|
Our Retail Propane segment sells propane, distillates, equipment and supplies to end users consisting of residential, agricultural, commercial, and industrial customers and to certain resellers in
21
states and the District of Columbia.
|
•
|
Our Refined Products and Renewables segment
conducts gasoline, diesel, ethanol, and biodiesel marketing operations
,
purchase
s
refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and
schedule
s
them for delivery at various locations throughout the country.
In addition, in certain storage locations, our Refined Products and Renewables segment may also purchase unfinished gasoline blending components for subsequent blending into finished gasoline to supply our marketing business as well as third parties.
|
•
|
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, whereby we acquired a fleet of four towboats and seven crude oil barges operating in the intercoastal waterways of Texas.
|
•
|
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 required 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. This development agreement was terminated in June 2016.
|
•
|
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 included four water treatment and disposal facilities in the Eagle Ford shale play in Texas.
|
•
|
In September 2013, we completed a business combination with Coastal Plains Disposal #1, LLC, 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.
|
•
|
In December 2013, we acquired the ownership interests in Gavilon, LLC (“Gavilon Energy”). The assets of Gavilon Energy included 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 (see “
Dispositions
” below for a discussion of the sale of our
50%
interest in Glass Mountain), and an interest in E Energy Adams, LLC, an ethanol production facility in the Midwest (see “
Dispositions
” below for a discussion of the sale of our
20%
interest in E Energy Adams, LLC). The operations of Gavilon Energy included the marketing of crude oil, refined products, ethanol, biodiesel, and natural gas liquids, and also included crude oil storage in Cushing, Oklahoma.
|
•
|
In July 2014, we acquired TransMontaigne Inc. (“TransMontaigne”). The operations of TransMontaigne included the marketing of refined products. As part of this transaction, we also purchased inventory from the previous owner of TransMontaigne, the 2% general partner interest, the incentive distribution rights, a 19.7% limited partner interest in TransMontaigne Partners L.P. (“TLP”), and assumed certain terminaling service agreements with TLP from an affiliate of the previous owner of TransMontaigne. See “
Dispositions
” below for a discussion of the sale of the general and limited partner interests in TLP.
|
•
|
In November 2014, we acquired two saltwater disposal facilities in the Bakken shale play in North Dakota.
|
•
|
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 capacity of the facility. See “
Dispositions
” below for a discussion of the joint venture of our Sawtooth business.
|
•
|
During the year ended March 31, 2015, we acquired 16 water treatment and disposal facilities under the development agreement discussed above.
|
•
|
During the year ended March 31, 2015, we acquired eight retail propane businesses.
|
•
|
In August 2015, we acquired four saltwater disposal facilities and a 50% interest in an additional saltwater disposal facility in the Delaware Basin portion of the Permian Basin in West Texas.
|
•
|
In January 2016, we acquired a 57.125% interest in NGL Water Pipelines, LLC operating in the Delaware Basin portion of the Permian Basin in West Texas.
|
•
|
During the year ended March 31, 2016, we acquired 15 water treatment and disposal facilities under the development agreement discussed above.
|
•
|
During the year ended March 31, 2016, we acquired six retail propane businesses.
|
•
|
In June 2016, we acquired an additional 24.5% interest in NGL Water Pipelines, LLC operating in the Delaware Basin portion of the Permian Basin in West Texas.
|
•
|
In June 2016, we acquired the remaining 65% ownership interest in Grassland Water Solutions, LLC (“Grassland”), which we subsequently sold in November 2016 (see “
Dispositions
” below for a discussion of the sale).
|
•
|
In September 2016, we acquired the remaining
25%
ownership interest in three water solutions facilities in the Eagle Ford shale play in Texas.
|
•
|
In January 2017, we acquired a natural gas liquids terminal that supports refined products blending in Port Hudson, Louisiana, and a natural gas liquids and condensate facility in Kingfisher, Oklahoma.
|
•
|
During the year ended March 31, 2017, we acquired three water solutions facilities.
|
•
|
During the year ended March 31, 2017, we acquired four retail propane businesses.
|
•
|
During the year ended March 31, 2018, we acquired the remaining
50%
ownership interest in NGL Solids Solutions, LLC.
|
•
|
During the year ended March 31, 2018, we acquired
seven
retail propane businesses and certain assets from an equity method investee.
|
•
|
On April 24, 2018, we acquired the remaining
18.375%
interest in NGL Water Pipelines, LLC operating in the Delaware Basin portion of the Permian Basin in West Texas
.
|
•
|
Subsequent to
March 31, 2018
,
we acquired
one
saltwater disposal facility and
four
freshwater facilities
.
|
•
|
Subsequent to
March 31, 2018
,
we acquired
three
retail propane businesses
.
|
|
(1)
|
Includes (i) NGL Crude Logistics, LLC, which includes the operations of our Crude Oil Logistics business and a portion of our Refined Products and Renewables businesses, (ii) NGL Water Solutions, LLC, which includes the operations of our Water Solutions business, (iii) NGL Liquids, LLC, which includes the operations of our Liquids business, (iv) NGL Propane, LLC, which includes the operations of our Retail Propane business, and (v) TransMontaigne, LLC, which includes the remaining portion of our Refined Products and Renewables businesses.
|
•
|
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.
|
•
|
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 invested and expect to continue to invest within our existing businesses, particularly within our Crude Oil Logistics and Water Solutions businesses as we grow these businesses with highly accretive, fee-based organic growth opportunities.
|
•
|
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.
|
•
|
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.
|
•
|
Maintain a disciplined cash distribution policy that complements our leverage, acquisition and organic growth strategies
. We target leverage levels that are consistent with those of investment grade companies. We expect to maintain sufficient leverage, liquidity and other credit metrics to manage existing and future capital requirements and to take advantage of market opportunities.
|
•
|
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 business units are diversified by geography, customer-base and commodity sensitivities which we believe provides us with the ability to maintain cash flows throughout typical commodity cycles. For example, 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 business benefits from lower energy prices driving increased customer demand, which can offset the downward pressure on our Crude Oil Logistics and Water Solutions businesses in a low price environment.
|
•
|
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 contracted pipeline capacity, provide access to a wide range of customers and markets. We use this expansive network of transportation assets to deliver crude oil to the optimal markets.
|
•
|
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.
|
•
|
Our network of natural gas liquids transportation, terminal, and storage assets, which allows 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 proprietary access to refined products terminals give us the opportunity to serve customers over a large geographic area.
|
•
|
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.
|
•
|
163 owned trucks and 260 owned trailers operating primarily in the Mid-Continent, Permian Basin, Eagle Ford shale play, and Rocky Mountain regions;
|
•
|
400
owned railcars and
397
leased railcars (of which 291 railcars are subleased to third parties) operating primarily in Colorado, Illinois, Kansas, Montana, Oklahoma, Texas, and Washington; and
|
•
|
10 owned towboats and 19 owned barges operating primarily in the intercoastal waterways of the Gulf Coast and along the Mississippi and Arkansas river systems.
|
State
|
|
Number of Pipeline Injection Stations
|
|
Texas
|
|
14
|
|
Oklahoma
|
|
6
|
|
New Mexico
|
|
5
|
|
Kansas
|
|
2
|
|
Total
|
|
27
|
|
•
|
price;
|
•
|
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.
|
|
|
Number of
|
|
Permitted Processing Capacity (barrels per day)
|
||||||||
Location
|
|
Facilities
|
|
Own
|
|
Lease
|
|
Total
|
||||
Permian Basin (1)(2) - Texas and New Mexico
|
|
32
|
|
|
1,032,500
|
|
|
55,000
|
|
|
1,087,500
|
|
Eagle Ford (1)(3) - Texas
|
|
24
|
|
|
515,000
|
|
|
291,000
|
|
|
806,000
|
|
DJ Basin - Colorado
|
|
12
|
|
|
258,000
|
|
|
135,000
|
|
|
393,000
|
|
Bakken - North Dakota
|
|
3
|
|
|
50,000
|
|
|
20,000
|
|
|
70,000
|
|
Pinedale Anticline (4) - Wyoming
|
|
1
|
|
|
—
|
|
|
62,500
|
|
|
62,500
|
|
Granite Wash (1) - Texas
|
|
2
|
|
|
60,000
|
|
|
—
|
|
|
60,000
|
|
Eaglebine - Texas
|
|
1
|
|
|
20,000
|
|
|
—
|
|
|
20,000
|
|
Total-All Facilities
|
|
75
|
|
|
1,935,500
|
|
|
563,500
|
|
|
2,499,000
|
|
|
(1)
|
Certain facilities can dispose of both wastewater and solids such as tank bottoms, drilling fluids and drilling muds.
|
(2)
|
Includes one facility with a permitted processing capacity of 20,000 barrels per day in which we own a 50% interest.
|
(3)
|
Includes one facility with a permitted processing capacity of 40,000 barrels per day in which we own a 75% interest.
|
(4)
|
This facility has a permitted capacity of 2,500 barrels per day and a design capacity of 60,000 barrels per day to process water to a recycle standard.
|
•
|
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)
|
|
Terminal Interconnects
|
|
Arkansas
|
|
2,226,800
|
|
|
Connected to Enterprise Texas Eastern Products Pipeline; Rail Facility
|
Missouri
|
|
1,813,000
|
|
|
Connected to Phillips66 Blue Line Pipeline
|
Minnesota
|
|
1,441,000
|
|
|
Connected to Enterprise Mid-America Pipeline; Rail Facility
|
Indiana
|
|
1,058,000
|
|
|
Connected to Enterprise Texas Eastern Products Pipeline; Rail Facility
|
Illinois
|
|
883,000
|
|
|
Connected to Phillips66 Blue Line Pipeline
|
Wisconsin
|
|
863,000
|
|
|
Connected to Enterprise Mid-America Pipeline; Rail Facility
|
Washington
|
|
717,000
|
|
|
Rail Facility
|
Louisiana
|
|
600,000
|
|
|
Truck Facility
|
Oklahoma
|
|
600,000
|
|
|
Connected to Phillips66 Chisholm Pipeline; Rail Facility
|
Massachusetts
|
|
441,000
|
|
|
Rail Facility
|
New Mexico
|
|
408,000
|
|
|
Rail Facility
|
Montana
|
|
120,000
|
|
|
Rail Facility
|
United States Total
|
|
11,170,800
|
|
|
|
|
|
|
|
|
|
Ontario, Canada
|
|
700,000
|
|
|
Truck Facility
|
Canada Total
|
|
700,000
|
|
|
|
|
|
|
|
|
|
Total
|
|
11,870,800
|
|
|
|
|
|
Leased Storage Space
(gallons)
|
|
|
||||
Storage Facility
|
|
Beginning
April 1,
2018
|
|
At
March 31,
2018
|
|
Storage Interconnects
|
||
Kansas
|
|
67,200,000
|
|
|
75,390,000
|
|
|
Connected to Enterprise Mid-America, NuStar Pipelines and ONEOK North System Pipeline; Rail Facility; Truck Facility
|
Mississippi
|
|
9,660,000
|
|
|
7,560,000
|
|
|
Connected to Enterprise Dixie Pipeline; Rail Facility
|
Missouri
|
|
7,560,000
|
|
|
7,560,000
|
|
|
Truck Facility
|
Texas
|
|
6,510,000
|
|
|
50,400,000
|
|
|
Connected to Enterprise Texas Eastern Products Pipeline; Truck Facility
|
Louisiana
|
|
—
|
|
|
6,300,000
|
|
|
Connected to Enlink Pipe; Rail Facility
|
Indiana
|
|
—
|
|
|
210,000
|
|
|
Connected to Enterprise Texas Eastern Products Pipeline; Rail Facility
|
United States Total
|
|
90,930,000
|
|
|
147,420,000
|
|
|
|
|
|
|
|
|
|
|
||
Ontario, Canada
|
|
23,179,000
|
|
|
23,179,000
|
|
|
Rail Facility
|
Alberta, Canada
|
|
3,441,000
|
|
|
5,162,000
|
|
|
Connected to Cochin Pipeline; Rail Facility
|
Canada Total
|
|
26,620,000
|
|
|
28,341,000
|
|
|
|
|
|
|
|
|
|
|
||
Total
|
|
117,550,000
|
|
|
175,761,000
|
|
|
|
•
|
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 analysis 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
|
||
Georgia
|
|
27
|
|
|
11
|
|
Massachusetts
|
|
14
|
|
|
10
|
|
North Carolina
|
|
13
|
|
|
15
|
|
Maine
|
|
11
|
|
|
10
|
|
Pennsylvania
|
|
9
|
|
|
5
|
|
New Hampshire
|
|
6
|
|
|
7
|
|
Connecticut
|
|
3
|
|
|
3
|
|
South Carolina
|
|
2
|
|
|
2
|
|
Alabama
|
|
1
|
|
|
1
|
|
Florida
|
|
1
|
|
|
—
|
|
Maryland
|
|
1
|
|
|
1
|
|
New Jersey
|
|
1
|
|
|
2
|
|
Rhode Island
|
|
1
|
|
|
1
|
|
Tennessee
|
|
1
|
|
|
1
|
|
Vermont
|
|
—
|
|
|
3
|
|
Total
|
|
91
|
|
|
72
|
|
•
|
over 300 bulk storage tanks with capacities ranging from 18,000 to 90,000 gallons; and
|
•
|
over 350,000 stationary customer storage tanks with capacities ranging from 7 to 30,000 gallons.
|
•
|
68% residential customers;
|
•
|
31% 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
|
|
|
|
Virginia
|
|
2,791,000
|
|
Georgia
|
|
1,963,000
|
|
Mississippi
|
|
1,588,516
|
|
New Jersey
|
|
1,155,000
|
|
North Carolina
|
|
775,000
|
|
Alabama
|
|
178,000
|
|
South Carolina
|
|
166,000
|
|
Louisiana
|
|
100,000
|
|
Florida
|
|
62,000
|
|
Total Southeast Facilities Storage Capacity (1)
|
|
8,778,516
|
|
|
|
|
|
Mid-Continent Facilities
|
|
|
|
Magellan North system
|
|
830,000
|
|
NuStar East Products system
|
|
240,000
|
|
Total Mid-Continent Facilities Storage Capacity
|
|
1,070,000
|
|
|
|
|
|
West Facilities
|
|
|
|
Kinder Morgan (Phoenix, Arizona)
|
|
50,000
|
|
|
|
|
|
Total Facilities Storage Capacity
|
|
9,898,516
|
|
|
(1)
|
Includes
1,067,900
barrels of capacity that is subleased to third parties.
|
•
|
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, gasoline, diesel, 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 indentures governing our outstanding 5.125% senior notes due 2019, 6.875% senior notes due 2021, 7.50% senior notes due 2023, and 6.125% senior notes due 2025 (collectively, the “Indentures”) and other debt service requirements;
|
•
|
restrictions contained in our 10.75% Class A Convertible Preferred Units and 9.00% Class B Fixed-to-Floating Cumulative Redeemable Perpetual Preferred Unit agreements;
|
•
|
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 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, debt or synergies;
|
•
|
mistaken assumptions about sales volume, margin or operational expenses;
|
•
|
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.
|
•
|
66%
of the revenues of our Crude Oil Logistics segment were generated from our ten largest customers of the segment
;
|
•
|
16%
of the water treatment and disposal revenues of our Water Solutions segment were generated from our two largest customers of the segment
;
|
•
|
27%
of the revenues of our Liquids segment were generated from our ten largest customers of the segment (exclusive of sales to our Retail Propane segment
); and
|
•
|
35%
of the revenues of our Refined Products and Renewables segment were generated from our ten largest customers of the segment
.
|
•
|
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 totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us; and
|
•
|
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
|
||||||
2018 Fiscal Year
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
17.65
|
|
|
$
|
10.00
|
|
|
$
|
0.3900
|
|
Third Quarter
|
|
$
|
14.75
|
|
|
$
|
10.07
|
|
|
$
|
0.3900
|
|
Second Quarter
|
|
$
|
14.78
|
|
|
$
|
8.57
|
|
|
$
|
0.3900
|
|
First Quarter
|
|
$
|
23.19
|
|
|
$
|
11.53
|
|
|
$
|
0.3900
|
|
2017 Fiscal Year
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
25.80
|
|
|
$
|
20.56
|
|
|
$
|
0.3900
|
|
Third Quarter
|
|
$
|
21.50
|
|
|
$
|
14.65
|
|
|
$
|
0.3900
|
|
Second Quarter
|
|
$
|
20.00
|
|
|
$
|
16.75
|
|
|
$
|
0.3900
|
|
First Quarter
|
|
$
|
20.06
|
|
|
$
|
7.10
|
|
|
$
|
0.3900
|
|
|
|
|
|
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 Publicly Announced Program |
|
Approximate Dollar Value
of Common Units that May Yet Be Purchased Under the Program |
||||||
January 1-31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
February 1-28, 2018
|
|
15,848
|
|
|
$
|
13.18
|
|
|
—
|
|
|
$
|
—
|
|
March 1-31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
15,848
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended March 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands, except per unit data)
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
17,282,718
|
|
|
$
|
13,022,228
|
|
|
$
|
11,742,110
|
|
|
$
|
16,802,057
|
|
|
$
|
9,699,274
|
|
Total cost of sales
|
|
$
|
16,536,038
|
|
|
$
|
12,321,909
|
|
|
$
|
10,839,037
|
|
|
$
|
15,958,207
|
|
|
$
|
9,132,699
|
|
Operating income (loss)
|
|
$
|
138,257
|
|
|
$
|
255,083
|
|
|
$
|
(104,603
|
)
|
|
$
|
107,420
|
|
|
$
|
106,565
|
|
Interest expense
|
|
$
|
199,570
|
|
|
$
|
150,478
|
|
|
$
|
133,089
|
|
|
$
|
110,123
|
|
|
$
|
58,854
|
|
Loss (gain) on early extinguishment of liabilities, net
|
|
$
|
23,201
|
|
|
$
|
(24,727
|
)
|
|
$
|
(28,532
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (loss) income attributable to NGL Energy Partners LP
|
|
$
|
(70,875
|
)
|
|
$
|
137,042
|
|
|
$
|
(198,929
|
)
|
|
$
|
37,306
|
|
|
$
|
47,655
|
|
Basic (loss) income per common unit
|
|
$
|
(1.08
|
)
|
|
$
|
0.99
|
|
|
$
|
(2.35
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.51
|
|
Diluted (loss) income per common unit
|
|
$
|
(1.08
|
)
|
|
$
|
0.95
|
|
|
$
|
(2.35
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.51
|
|
Cash Flows Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
137,642
|
|
|
$
|
(24,240
|
)
|
|
$
|
351,495
|
|
|
$
|
262,391
|
|
|
$
|
85,236
|
|
Net cash provided by (used in) investing activities
|
|
$
|
270,582
|
|
|
$
|
(363,126
|
)
|
|
$
|
(445,327
|
)
|
|
$
|
(1,366,221
|
)
|
|
$
|
(1,455,373
|
)
|
Net cash (used in) provided by financing activities
|
|
$
|
(394,281
|
)
|
|
$
|
371,454
|
|
|
$
|
80,705
|
|
|
$
|
1,134,693
|
|
|
$
|
1,369,016
|
|
Cash distributions paid per common unit
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
2.54
|
|
|
$
|
2.37
|
|
|
$
|
2.01
|
|
Balance Sheet Data - Period End
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
|
$
|
5,560,155
|
|
|
$
|
6,655,792
|
|
|
$
|
4,134,910
|
|
Total long-term obligations, exclusive of debt issuance costs and current maturities
|
|
$
|
2,856,142
|
|
|
$
|
3,148,017
|
|
|
$
|
3,160,073
|
|
|
$
|
2,842,493
|
|
|
$
|
1,628,173
|
|
Total equity
|
|
$
|
2,086,095
|
|
|
$
|
2,166,802
|
|
|
$
|
1,694,065
|
|
|
$
|
2,693,432
|
|
|
$
|
1,531,853
|
|
•
|
Crude Oil Logistics
|
•
|
Water Solutions
|
•
|
Liquids
|
•
|
Retail Propane
|
•
|
Refined Products and Renewables
|
|
|
Crude Oil Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2018
|
|
$
|
42.53
|
|
|
$
|
66.14
|
|
|
$
|
64.94
|
|
2017
|
|
$
|
35.70
|
|
|
$
|
54.45
|
|
|
$
|
50.60
|
|
2016
|
|
$
|
26.21
|
|
|
$
|
61.43
|
|
|
$
|
38.34
|
|
|
|
Conway, Kansas
|
|
Mt. Belvieu, Texas
|
||||||||||||||||||||
|
|
Propane Spot Price Per Gallon
|
|
Propane Spot Price Per Gallon
|
||||||||||||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
|
Low
|
|
High
|
|
At Period End
|
||||||||||||
2018
|
|
$
|
0.53
|
|
|
$
|
0.98
|
|
|
$
|
0.66
|
|
|
$
|
0.57
|
|
|
$
|
1.02
|
|
|
$
|
0.80
|
|
2017
|
|
$
|
0.35
|
|
|
$
|
0.89
|
|
|
$
|
0.56
|
|
|
$
|
0.42
|
|
|
$
|
0.93
|
|
|
$
|
0.61
|
|
2016
|
|
$
|
0.27
|
|
|
$
|
0.51
|
|
|
$
|
0.39
|
|
|
$
|
0.30
|
|
|
$
|
0.57
|
|
|
$
|
0.44
|
|
|
|
Butane Spot Price Per Gallon
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2018
|
|
$
|
0.64
|
|
|
$
|
1.12
|
|
|
$
|
0.78
|
|
2017
|
|
$
|
0.52
|
|
|
$
|
1.42
|
|
|
$
|
0.75
|
|
2016
|
|
$
|
0.42
|
|
|
$
|
0.68
|
|
|
$
|
0.53
|
|
|
|
Gasoline Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2018
|
|
$
|
59.24
|
|
|
$
|
89.88
|
|
|
$
|
84.75
|
|
2017
|
|
$
|
53.44
|
|
|
$
|
71.40
|
|
|
$
|
71.40
|
|
2016
|
|
$
|
37.75
|
|
|
$
|
90.15
|
|
|
$
|
59.91
|
|
|
|
Diesel Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2018
|
|
$
|
57.32
|
|
|
$
|
89.71
|
|
|
$
|
85.19
|
|
2017
|
|
$
|
45.13
|
|
|
$
|
71.58
|
|
|
$
|
66.09
|
|
2016
|
|
$
|
36.36
|
|
|
$
|
84.68
|
|
|
$
|
49.76
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Total revenues
|
|
$
|
17,282,718
|
|
|
$
|
13,022,228
|
|
|
$
|
11,742,110
|
|
Total cost of sales
|
|
16,536,038
|
|
|
12,321,909
|
|
|
10,839,037
|
|
|||
Operating expenses
|
|
330,857
|
|
|
307,925
|
|
|
401,118
|
|
|||
General and administrative expense
|
|
109,451
|
|
|
116,566
|
|
|
139,541
|
|
|||
Depreciation and amortization
|
|
252,712
|
|
|
223,205
|
|
|
228,924
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(105,313
|
)
|
|
(209,177
|
)
|
|
320,766
|
|
|||
Revaluation of liabilities
|
|
20,716
|
|
|
6,717
|
|
|
(82,673
|
)
|
|||
Operating income (loss)
|
|
138,257
|
|
|
255,083
|
|
|
(104,603
|
)
|
|||
Equity in earnings of unconsolidated entities
|
|
7,964
|
|
|
3,084
|
|
|
16,121
|
|
|||
Revaluation of investments
|
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|||
Interest expense
|
|
(199,570
|
)
|
|
(150,478
|
)
|
|
(133,089
|
)
|
|||
(Loss) gain on early extinguishment of liabilities, net
|
|
(23,201
|
)
|
|
24,727
|
|
|
28,532
|
|
|||
Other income, net
|
|
8,403
|
|
|
27,762
|
|
|
5,575
|
|
|||
(Loss) income before income taxes
|
|
(68,147
|
)
|
|
145,813
|
|
|
(187,464
|
)
|
|||
Income tax (expense) benefit
|
|
(1,458
|
)
|
|
(1,939
|
)
|
|
367
|
|
|||
Net (loss) income
|
|
(69,605
|
)
|
|
143,874
|
|
|
(187,097
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|||
Less: Net income attributable to redeemable noncontrolling interests
|
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to NGL Energy Partners LP
|
|
(70,875
|
)
|
|
137,042
|
|
|
(198,929
|
)
|
|||
Less: Distributions to preferred unitholders
|
|
(59,697
|
)
|
|
(30,142
|
)
|
|
—
|
|
|||
Less: Net income allocated to general partner
|
|
(5
|
)
|
|
(232
|
)
|
|
(47,620
|
)
|
|||
Less: Repurchase of warrants
|
|
(349
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income allocated to common unitholders
|
|
$
|
(130,926
|
)
|
|
$
|
106,668
|
|
|
$
|
(246,549
|
)
|
•
|
three water solutions facilities;
|
•
|
the remaining 25% ownership interest in three water solutions facilities;
|
•
|
an additional 24.5% interest in NGL Water Pipelines, LLC;
|
•
|
the remaining 65% ownership interest in Grassland Water Solutions, LLC (“Grassland”), in which we subsequently sold 100% of our interest;
|
•
|
four retail propane businesses; and
|
•
|
certain natural gas liquids facilities.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
2,151,203
|
|
|
$
|
1,603,667
|
|
|
$
|
547,536
|
|
Crude oil transportation and other
|
|
122,786
|
|
|
70,027
|
|
|
52,759
|
|
|||
Total revenues (1)
|
|
2,273,989
|
|
|
1,673,694
|
|
|
600,295
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
2,120,640
|
|
|
1,573,246
|
|
|
547,394
|
|
|||
Cost of sales-derivative loss
|
|
7,021
|
|
|
5,579
|
|
|
1,442
|
|
|||
Operating expenses
|
|
47,846
|
|
|
41,535
|
|
|
6,311
|
|
|||
General and administrative expenses
|
|
6,584
|
|
|
5,961
|
|
|
623
|
|
|||
Depreciation and amortization expense
|
|
80,387
|
|
|
54,144
|
|
|
26,243
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(111,393
|
)
|
|
10,704
|
|
|
(122,097
|
)
|
|||
Total expenses
|
|
2,151,085
|
|
|
1,691,169
|
|
|
459,916
|
|
|||
Segment operating income (loss)
|
|
$
|
122,904
|
|
|
$
|
(17,475
|
)
|
|
$
|
140,379
|
|
|
|
|
|
|
|
|
||||||
Crude oil sold (barrels)
|
|
39,626
|
|
|
34,212
|
|
|
5,414
|
|
|||
Crude oil transported on owned pipelines (barrels)
|
|
33,454
|
|
|
6,365
|
|
|
27,089
|
|
|||
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
6,159
|
|
|
7,024
|
|
|
(865
|
)
|
|||
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
2,641
|
|
|
3,717
|
|
|
(1,076
|
)
|
|||
Crude oil inventory (barrels) (2)
|
|
1,219
|
|
|
2,844
|
|
|
(1,625
|
)
|
|||
Crude oil sold ($/barrel)
|
|
$
|
54.288
|
|
|
$
|
46.874
|
|
|
$
|
7.414
|
|
Cost per crude oil sold ($/barrel)
|
|
$
|
53.694
|
|
|
$
|
46.148
|
|
|
$
|
7.546
|
|
Crude oil product margin ($/barrel)
|
|
$
|
0.594
|
|
|
$
|
0.726
|
|
|
$
|
(0.132
|
)
|
|
(1)
|
Revenues include
$13.9 million
and
$6.8 million
of intersegment sales during the
years
ended
March 31, 2018
and
2017
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2018
and
March 31, 2017
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service fees
|
|
$
|
149,114
|
|
|
$
|
110,049
|
|
|
$
|
39,065
|
|
Recovered hydrocarbons
|
|
58,948
|
|
|
31,103
|
|
|
27,845
|
|
|||
Other revenues
|
|
21,077
|
|
|
18,449
|
|
|
2,628
|
|
|||
Total revenues
|
|
229,139
|
|
|
159,601
|
|
|
69,538
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Cost of sales-excluding impact of derivatives
|
|
2,150
|
|
|
2,071
|
|
|
79
|
|
|||
Cost of sales-derivative loss
|
|
17,195
|
|
|
1,997
|
|
|
15,198
|
|
|||
Operating expenses
|
|
105,200
|
|
|
85,562
|
|
|
19,638
|
|
|||
General and administrative expenses
|
|
2,623
|
|
|
2,469
|
|
|
154
|
|
|||
Depreciation and amortization expense
|
|
98,623
|
|
|
101,758
|
|
|
(3,135
|
)
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
6,863
|
|
|
(85,560
|
)
|
|
92,423
|
|
|||
Revaluation of liabilities
|
|
20,716
|
|
|
6,717
|
|
|
13,999
|
|
|||
Total expenses
|
|
253,370
|
|
|
115,014
|
|
|
138,356
|
|
|||
Segment operating (loss) income
|
|
$
|
(24,231
|
)
|
|
$
|
44,587
|
|
|
$
|
(68,818
|
)
|
|
|
|
|
|
|
|
||||||
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
Eagle Ford Basin
|
|
235,713
|
|
|
208,649
|
|
|
27,064
|
|
|||
Permian Basin
|
|
289,360
|
|
|
184,702
|
|
|
104,658
|
|
|||
DJ Basin
|
|
113,771
|
|
|
68,253
|
|
|
45,518
|
|
|||
Other Basins
|
|
68,466
|
|
|
40,185
|
|
|
28,281
|
|
|||
Total
|
|
707,310
|
|
|
501,789
|
|
|
205,521
|
|
|||
Solids processed (barrels per day)
|
|
5,662
|
|
|
3,056
|
|
|
2,606
|
|
|||
Skim oil sold (barrels per day)
|
|
3,210
|
|
|
1,989
|
|
|
1,221
|
|
|||
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.58
|
|
|
$
|
0.60
|
|
|
$
|
(0.02
|
)
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
|
$
|
0.06
|
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.41
|
|
|
$
|
0.47
|
|
|
$
|
(0.06
|
)
|
•
|
an adjustment of
$124.7 million
to the previously recorded
$380.2 million
estimated goodwill impairment charge recorded during the three months ended March 31, 2016 (see
Note 6
to our consolidated financial statements included in this Annual Report);
|
•
|
a write-off of
$5.2 million
related to the value of an indefinite-lived trade name intangible asset in conjunction with finalizing our goodwill impairment analysis (see
Note 7
to our consolidated financial statements included in this Annual Report);
|
•
|
a loss of
$22.7 million
related to the termination of the development agreement,
which included the carrying value of the development agreement asset that was written off (see
Note 15
to our consolidated financial statements included in this Annual Report);
|
•
|
an impairment charge of
$1.7 million
to write down a loan receivable in June 2016 (see
Note 13
to our consolidated financial statements included in this Annual Report); and
|
•
|
a loss of
$9.5 million
on the sales of certain assets, including the sale of Grassland (see
Note 13
to our consolidated financial statements included in this Annual Report for a discussion of the sale of Grassland).
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
1,203,486
|
|
|
$
|
807,172
|
|
|
$
|
396,314
|
|
Cost of sales-excluding impact of derivatives
|
|
1,165,414
|
|
|
772,871
|
|
|
392,543
|
|
|||
Cost of sales-derivative gain
|
|
(5,577
|
)
|
|
(2,633
|
)
|
|
(2,944
|
)
|
|||
Product margin
|
|
43,649
|
|
|
36,934
|
|
|
6,715
|
|
|||
|
|
|
|
|
|
|
||||||
Butane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
562,066
|
|
|
391,265
|
|
|
170,801
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
535,017
|
|
|
354,132
|
|
|
180,885
|
|
|||
Cost of sales-derivative loss
|
|
19,616
|
|
|
7,863
|
|
|
11,753
|
|
|||
Product margin
|
|
7,433
|
|
|
29,270
|
|
|
(21,837
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
432,570
|
|
|
308,031
|
|
|
124,539
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
414,980
|
|
|
290,495
|
|
|
124,485
|
|
|||
Cost of sales-derivative gain
|
|
(173
|
)
|
|
(1,477
|
)
|
|
1,304
|
|
|||
Product margin
|
|
17,763
|
|
|
19,013
|
|
|
(1,250
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
22,548
|
|
|
32,648
|
|
|
(10,100
|
)
|
|||
Cost of sales
|
|
3,930
|
|
|
12,893
|
|
|
(8,963
|
)
|
|||
Product margin
|
|
18,618
|
|
|
19,755
|
|
|
(1,137
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|||||||
Operating expenses
|
|
32,792
|
|
|
37,634
|
|
|
(4,842
|
)
|
|||
General and administrative expenses
|
|
5,331
|
|
|
4,831
|
|
|
500
|
|
|||
Depreciation and amortization expense
|
|
24,937
|
|
|
19,163
|
|
|
5,774
|
|
|||
Loss on disposal or impairment of assets, net
|
|
117,516
|
|
|
92
|
|
|
117,424
|
|
|||
Total expenses
|
|
180,576
|
|
|
61,720
|
|
|
118,856
|
|
|||
Segment operating (loss) income
|
|
$
|
(93,113
|
)
|
|
$
|
43,252
|
|
|
$
|
(136,365
|
)
|
|
|
|
|
|
|
|
||||||
Liquids storage capacity - owned and leased (gallons) (2)
|
|
438,968
|
|
|
358,537
|
|
|
80,431
|
|
|||
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
1,361,173
|
|
|
1,267,076
|
|
|
94,097
|
|
|||
Propane sold ($/gallon)
|
|
$
|
0.884
|
|
|
$
|
0.637
|
|
|
$
|
0.247
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.852
|
|
|
$
|
0.608
|
|
|
$
|
0.244
|
|
Propane product margin ($/gallon)
|
|
$
|
0.032
|
|
|
$
|
0.029
|
|
|
$
|
0.003
|
|
Propane inventory (gallons) (2)
|
|
48,928
|
|
|
48,351
|
|
|
577
|
|
|||
Propane storage capacity leased to third parties (gallons) (2)
|
|
29,662
|
|
|
33,495
|
|
|
(3,833
|
)
|
|||
|
|
|
|
|
|
|
||||||
Butane sold (gallons)
|
|
544,750
|
|
|
456,586
|
|
|
88,164
|
|
|||
Butane sold ($/gallon)
|
|
$
|
1.032
|
|
|
$
|
0.857
|
|
|
$
|
0.175
|
|
Cost per butane sold ($/gallon)
|
|
$
|
1.018
|
|
|
$
|
0.793
|
|
|
$
|
0.225
|
|
Butane product margin ($/gallon)
|
|
$
|
0.014
|
|
|
$
|
0.064
|
|
|
$
|
(0.050
|
)
|
Butane inventory (gallons) (2)
|
|
15,385
|
|
|
9,438
|
|
|
5,947
|
|
|||
Butane storage capacity leased to third parties (gallons) (2)
|
|
51,660
|
|
|
80,346
|
|
|
(28,686
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other products sold (gallons)
|
|
400,405
|
|
|
343,365
|
|
|
57,040
|
|
|||
Other products sold ($/gallon)
|
|
$
|
1.080
|
|
|
$
|
0.897
|
|
|
$
|
0.183
|
|
Cost per other products sold ($/gallon)
|
|
$
|
1.036
|
|
|
$
|
0.842
|
|
|
$
|
0.194
|
|
Other products product margin ($/gallon)
|
|
$
|
0.044
|
|
|
$
|
0.055
|
|
|
$
|
(0.011
|
)
|
Other products inventory (gallons) (2)
|
|
5,822
|
|
|
6,426
|
|
|
(604
|
)
|
|
(1)
|
Revenues include
$150.7 million
and
$100.0 million
of intersegment sales during the
years
ended
March 31, 2018
and
2017
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2018
and
March 31, 2017
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
403,871
|
|
|
$
|
308,919
|
|
|
$
|
94,952
|
|
Cost of sales
|
|
199,227
|
|
|
132,818
|
|
|
66,409
|
|
|||
Product margin
|
|
204,644
|
|
|
176,101
|
|
|
28,543
|
|
|||
|
|
|
|
|
|
|
||||||
Distillate sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
75,183
|
|
|
64,249
|
|
|
10,934
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
56,568
|
|
|
46,125
|
|
|
10,443
|
|
|||
Cost of sales-derivative loss
|
|
276
|
|
|
378
|
|
|
(102
|
)
|
|||
Product margin
|
|
18,339
|
|
|
17,746
|
|
|
593
|
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
42,457
|
|
|
40,038
|
|
|
2,419
|
|
|||
Cost of sales
|
|
13,296
|
|
|
12,268
|
|
|
1,028
|
|
|||
Product margin
|
|
29,161
|
|
|
27,770
|
|
|
1,391
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
129,789
|
|
|
118,922
|
|
|
10,867
|
|
|||
General and administrative expenses
|
|
11,322
|
|
|
10,761
|
|
|
561
|
|
|||
Depreciation and amortization expense
|
|
43,692
|
|
|
42,966
|
|
|
726
|
|
|||
Gain on disposal or impairment of assets, net
|
|
(88,209
|
)
|
|
(287
|
)
|
|
(87,922
|
)
|
|||
Total expenses
|
|
96,594
|
|
|
172,362
|
|
|
(75,768
|
)
|
|||
Segment operating income
|
$
|
155,550
|
|
|
$
|
49,255
|
|
|
$
|
106,295
|
|
|
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
204,145
|
|
|
177,599
|
|
|
26,546
|
|
|||
Propane sold ($/gallon)
|
|
$
|
1.978
|
|
|
$
|
1.739
|
|
|
$
|
0.239
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.976
|
|
|
$
|
0.748
|
|
|
$
|
0.228
|
|
Propane product margin ($/gallon)
|
|
$
|
1.002
|
|
|
$
|
0.991
|
|
|
$
|
0.011
|
|
Propane inventory (gallons) (2)
|
|
7,526
|
|
|
8,180
|
|
|
(654
|
)
|
|||
|
|
|
|
|
|
|
||||||
Distillates sold (gallons)
|
|
30,491
|
|
|
30,001
|
|
|
490
|
|
|||
Distillates sold ($/gallon)
|
|
$
|
2.466
|
|
|
$
|
2.142
|
|
|
$
|
0.324
|
|
Cost per distillates sold ($/gallon)
|
|
$
|
1.864
|
|
|
$
|
1.550
|
|
|
$
|
0.314
|
|
Distillates product margin ($/gallon)
|
|
$
|
0.602
|
|
|
$
|
0.592
|
|
|
$
|
0.010
|
|
Distillates inventory (gallons) (2)
|
|
1,051
|
|
|
1,148
|
|
|
(97
|
)
|
|
(1)
|
Revenues include
$0.1 million
and
$0.1 million
of intersegment sales during the
years ended
March 31, 2018
and
2017
, respectively, that are eliminated in our consolidated statement of operations.
|
(2)
|
Information is presented as of
March 31, 2018
and
March 31, 2017
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Refined products sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
11,827,222
|
|
|
$
|
8,884,976
|
|
|
$
|
2,942,246
|
|
Cost of sales-excluding impact of derivatives
|
|
11,709,786
|
|
|
8,732,312
|
|
|
2,977,474
|
|
|||
Cost of sales-derivative loss
|
|
77,055
|
|
|
43,358
|
|
|
33,697
|
|
|||
Product margin
|
|
40,381
|
|
|
109,306
|
|
|
(68,925
|
)
|
|||
|
|
|
|
|
|
|
||||||
Renewables sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
373,669
|
|
|
447,232
|
|
|
(73,563
|
)
|
|||
Cost of sales-excluding impact of derivatives
|
|
362,457
|
|
|
443,229
|
|
|
(80,772
|
)
|
|||
Cost of sales-derivative loss
|
|
1,467
|
|
|
1,291
|
|
|
176
|
|
|||
Product margin
|
|
9,745
|
|
|
2,712
|
|
|
7,033
|
|
|||
|
|
|
|
|
|
|
||||||
Service fee revenues
|
|
300
|
|
|
10,963
|
|
|
(10,663
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|||||
Operating expenses
|
|
14,057
|
|
|
23,177
|
|
|
(9,120
|
)
|
|||
General and administrative expenses
|
|
8,433
|
|
|
9,821
|
|
|
(1,388
|
)
|
|||
Depreciation and amortization expense
|
|
1,294
|
|
|
1,562
|
|
|
(268
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(30,098
|
)
|
|
(134,125
|
)
|
|
104,027
|
|
|||
Total income, net
|
|
(6,314
|
)
|
|
(99,565
|
)
|
|
93,251
|
|
|||
Segment operating income
|
|
$
|
56,740
|
|
|
$
|
222,546
|
|
|
$
|
(165,806
|
)
|
|
|
|
|
|
|
|
||||||
Gasoline sold (barrels)
|
|
108,427
|
|
|
91,004
|
|
|
17,423
|
|
|||
Diesel sold (barrels)
|
|
56,020
|
|
|
49,817
|
|
|
6,203
|
|
|||
Ethanol sold (barrels)
|
|
3,438
|
|
|
4,605
|
|
|
(1,167
|
)
|
|||
Biodiesel sold (barrels)
|
|
2,079
|
|
|
2,413
|
|
|
(334
|
)
|
|||
Refined products and renewables storage capacity - leased (barrels) (2)
|
|
9,911
|
|
|
9,419
|
|
|
492
|
|
|||
Refined products and renewables storage capacity sub-leased to third parties (barrels) (2)
|
|
1,068
|
|
|
1,043
|
|
|
25
|
|
|||
Gasoline inventory (barrels) (2)
|
|
3,367
|
|
|
2,993
|
|
|
374
|
|
|||
Diesel inventory (barrels) (2)
|
|
1,419
|
|
|
1,464
|
|
|
(45
|
)
|
|||
Ethanol inventory (barrels) (2)
|
|
701
|
|
|
727
|
|
|
(26
|
)
|
|||
Biodiesel inventory (barrels) (2)
|
|
261
|
|
|
471
|
|
|
(210
|
)
|
|||
Refined products sold ($/barrel)
|
|
$
|
71.921
|
|
|
$
|
63.094
|
|
|
$
|
8.827
|
|
Cost per refined products sold ($/barrel)
|
|
$
|
71.676
|
|
|
$
|
62.318
|
|
|
$
|
9.358
|
|
Refined products product margin ($/barrel)
|
|
$
|
0.245
|
|
|
$
|
0.776
|
|
|
$
|
(0.531
|
)
|
Renewable products sold ($/barrel)
|
|
$
|
67.730
|
|
|
$
|
63.726
|
|
|
$
|
4.004
|
|
Cost per renewable products sold ($/barrel)
|
|
$
|
65.964
|
|
|
$
|
63.340
|
|
|
$
|
2.624
|
|
Renewable products product margin ($/barrel)
|
|
$
|
1.766
|
|
|
$
|
0.386
|
|
|
$
|
1.380
|
|
|
(1)
|
Revenues include
$0.3 million
and
$0.5 million
of intersegment sales during the
years
ended
March 31, 2018
,
and
2017
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2018
and
March 31, 2017
, respectively.
|
•
|
a
$104.1 million
gain from the sale of all of the TLP units we owned (see
Note 2
to our consolidated financial statements included in this Annual Report for a further discussion);
|
•
|
$30.1 million
of the deferred gain from the sale of the general partner in interest in TLP in February 2016 (see
Note 2
to our consolidated financial statements included in this Annual Report for a further discussion); and
|
•
|
a loss of
$0.1 million
on the sales of certain assets.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Other revenues:
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
1,174
|
|
|
$
|
844
|
|
|
$
|
330
|
|
Cost of sales
|
|
530
|
|
|
400
|
|
|
130
|
|
|||
Margin
|
|
644
|
|
|
444
|
|
|
200
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|||||
Operating expenses
|
|
1,292
|
|
|
1,192
|
|
|
100
|
|
|||
General and administrative expenses
|
|
75,158
|
|
|
82,723
|
|
|
(7,565
|
)
|
|||
Depreciation and amortization expense
|
|
3,779
|
|
|
3,612
|
|
|
167
|
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
8
|
|
|
(1
|
)
|
|
9
|
|
|||
Total expenses
|
|
80,237
|
|
|
87,526
|
|
|
(7,289
|
)
|
|||
Operating loss
|
|
$
|
(79,593
|
)
|
|
$
|
(87,082
|
)
|
|
$
|
7,489
|
|
|
Year Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Early extinguishment of long-term debt (1)
|
$
|
(23,201
|
)
|
|
$
|
6,922
|
|
Release of contingent consideration liabilities (2)
|
—
|
|
|
22,278
|
|
||
Write-off deferred debt issuance costs (3)
|
—
|
|
|
(4,473
|
)
|
||
(Loss) gain on early extinguishment of liabilities, net
|
$
|
(23,201
|
)
|
|
$
|
24,727
|
|
|
(1)
|
During the year ended March 31, 2018, this relates to net losses (inclusive of debt issuance costs written off) on the early extinguishment of all of the senior secured notes and a portion of the 2019 Notes, 2023 Notes and 2025 Notes. During the year ended March 31, 2017, this relates
to net gains (inclusive of debt issuance costs written off) on the early extinguishment of a portion of the 2019 Notes and
2021 Notes (as defined herein)
and certain equipment loans
. See
Note 8
to our consolidated financial statements included in this Annual Report for a further discussion
.
|
(2)
|
Relates to the release of certain contingent consideration liabilities in conjunction with the termination of the development agreement in June 2016 (see
Note 15
to our consolidated financial statements included in this Annual Report for a further discussion).
Also, during the year ended March 31, 2017, we acquired certain parcels of land on which one of our water solutions facilities is located and recorded a gain on the release of certain contingent consideration liabilities as the royalty agreement was terminated.
|
(3)
|
Relates to the write off of certain deferred debt issuance costs in connection with the amendment and restatement of our Credit Agreement (as defined herein) (see
Note 7
to our consolidated financial statements included in this Annual Report for a further discussion).
|
|
Year Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Interest income (1)
|
$
|
7,627
|
|
|
$
|
8,605
|
|
Crude oil marketing arrangement (2)
|
(76
|
)
|
|
(1,500
|
)
|
||
Termination of storage sublease agreement (3)
|
—
|
|
|
16,205
|
|
||
Other (4)
|
852
|
|
|
4,452
|
|
||
Other income, net
|
$
|
8,403
|
|
|
$
|
27,762
|
|
|
(1)
|
During the year ended March 31, 2018, this 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 Victory Propane, LLC (see
Note 13
to our consolidated financial statements included in this Annual Report for a further discussion). During the year ended March 31, 2017, this 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 loan receivables from Victory Propane, LLC and Grassland (see
Note 13
to our consolidated financial statements included in this Annual Report for a further discussion).
On June 3, 2016, we acquired the remaining
65%
ownership interest in Grassland and all interest income on the receivable from Grassland has been eliminated in consolidation subsequent to that date.
|
(2)
|
Represents another party’s share of the profits and losses generated from a joint crude oil marketing arrangement.
|
(3)
|
Represents a gain from the termination of a storage sublease agreement (see
Note 15
to our consolidated financial statements included in this Annual Report for a further discussion).
|
(4)
|
During the year ended March 31, 2018, this relates primarily to proceeds from a litigation settlement.
During the year ended March 31, 2017, this relates primarily to a distribution from TLP pursuant to the agreement to sell all of the TLP common units we owned in April 2016, a gain on insurance settlement related to business interruption insurance coverage on a facility in our Water Solutions segment and a payment received related to a contract termination.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
1,603,667
|
|
|
$
|
3,170,891
|
|
|
$
|
(1,567,224
|
)
|
Crude oil transportation and other
|
|
70,027
|
|
|
55,882
|
|
|
14,145
|
|
|||
Total revenues (1)
|
|
1,673,694
|
|
|
3,226,773
|
|
|
(1,553,079
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
1,573,246
|
|
|
3,133,097
|
|
|
(1,559,851
|
)
|
|||
Cost of sales-derivative loss (gain)
|
|
5,579
|
|
|
(11,686
|
)
|
|
17,265
|
|
|||
Operating expenses
|
|
41,535
|
|
|
43,458
|
|
|
(1,923
|
)
|
|||
General and administrative expenses
|
|
5,961
|
|
|
8,334
|
|
|
(2,373
|
)
|
|||
Depreciation and amortization expense
|
|
54,144
|
|
|
39,363
|
|
|
14,781
|
|
|||
Loss on disposal or impairment of assets, net
|
|
10,704
|
|
|
54,952
|
|
|
(44,248
|
)
|
|||
Total expenses
|
|
1,691,169
|
|
|
3,267,518
|
|
|
(1,576,349
|
)
|
|||
Segment operating loss
|
|
$
|
(17,475
|
)
|
|
$
|
(40,745
|
)
|
|
$
|
23,270
|
|
|
|
|
|
|
|
|
||||||
Crude oil sold (barrels)
|
|
34,212
|
|
|
67,211
|
|
|
(32,999
|
)
|
|||
Crude oil transported on owned pipelines (barrels)
|
|
6,365
|
|
|
—
|
|
|
6,365
|
|
|||
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
7,024
|
|
|
6,115
|
|
|
909
|
|
|||
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
3,717
|
|
|
3,127
|
|
|
590
|
|
|||
Crude oil inventory (barrels) (2)
|
|
2,844
|
|
|
2,123
|
|
|
721
|
|
|||
Crude oil sold ($/barrel)
|
|
$
|
46.874
|
|
|
$
|
47.178
|
|
|
$
|
(0.304
|
)
|
Cost per crude oil sold ($/barrel)
|
|
$
|
46.148
|
|
|
$
|
46.442
|
|
|
$
|
(0.294
|
)
|
Crude oil product margin ($/barrel)
|
|
$
|
0.726
|
|
|
$
|
0.736
|
|
|
$
|
(0.010
|
)
|
|
(1)
|
Revenues include
$6.8 million
and
$9.7 million
of intersegment sales during the
years
ended
March 31, 2017
and
2016
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2017
and
March 31, 2016
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Service fees
|
|
$
|
110,049
|
|
|
$
|
136,710
|
|
|
$
|
(26,661
|
)
|
Recovered hydrocarbons
|
|
31,103
|
|
|
41,090
|
|
|
(9,987
|
)
|
|||
Other revenues
|
|
18,449
|
|
|
7,201
|
|
|
11,248
|
|
|||
Total revenues
|
|
159,601
|
|
|
185,001
|
|
|
(25,400
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
2,071
|
|
|
(241
|
)
|
|
2,312
|
|
|||
Cost of sales-derivative loss (gain)
|
|
1,997
|
|
|
(7,095
|
)
|
|
9,092
|
|
|||
Operating expenses
|
|
85,562
|
|
|
112,538
|
|
|
(26,976
|
)
|
|||
General and administrative expenses
|
|
2,469
|
|
|
2,778
|
|
|
(309
|
)
|
|||
Depreciation and amortization expense
|
|
101,758
|
|
|
91,685
|
|
|
10,073
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(85,560
|
)
|
|
381,682
|
|
|
(467,242
|
)
|
|||
Revaluation of liabilities
|
|
6,717
|
|
|
(82,673
|
)
|
|
89,390
|
|
|||
Total expenses
|
|
115,014
|
|
|
498,674
|
|
|
(383,660
|
)
|
|||
Segment operating income (loss)
|
|
$
|
44,587
|
|
|
$
|
(313,673
|
)
|
|
$
|
358,260
|
|
|
|
|
|
|
|
|
||||||
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
Eagle Ford Basin
|
|
208,649
|
|
|
236,792
|
|
|
(28,143
|
)
|
|||
Permian Basin
|
|
184,702
|
|
|
179,413
|
|
|
5,289
|
|
|||
DJ Basin
|
|
68,253
|
|
|
107,353
|
|
|
(39,100
|
)
|
|||
Other Basins
|
|
40,185
|
|
|
45,949
|
|
|
(5,764
|
)
|
|||
Total
|
|
501,789
|
|
|
569,507
|
|
|
(67,718
|
)
|
|||
Solids processed (barrels per day)
|
|
3,056
|
|
|
3,149
|
|
|
(93
|
)
|
|||
Skim oil sold (barrels per day)
|
|
1,989
|
|
|
2,935
|
|
|
(946
|
)
|
|||
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.60
|
|
|
$
|
0.66
|
|
|
$
|
(0.06
|
)
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.17
|
|
|
$
|
0.20
|
|
|
$
|
(0.03
|
)
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.47
|
|
|
$
|
0.54
|
|
|
$
|
(0.07
|
)
|
•
|
an adjustment of
$124.7 million
to the previously recorded
$380.2 million
estimated goodwill impairment charge recorded during the three months ended March 31, 2016 (see
Note 6
to our consolidated financial statements included in this Annual Report);
|
•
|
a write-off of
$5.2 million
related to the value of an indefinite-lived trade name intangible asset in conjunction with finalizing our goodwill impairment analysis (see
Note 7
to our consolidated financial statements included in this Annual Report);
|
•
|
a loss of
$22.7 million
related to the termination of the development agreement,
which included the carrying value of the development agreement asset that was written off (see
Note 15
to our consolidated financial statements included in this Annual Report);
|
•
|
an impairment charge of
$1.7 million
to write down a loan receivable in June 2016 (see
Note 13
to our consolidated financial statements included in this Annual Report); and
|
•
|
a loss of
$9.5 million
on the sales of certain assets, including the sale of Grassland (see
Note 13
to our consolidated financial statements included in this Annual Report for a discussion of the sale of Grassland).
|
•
|
an estimated goodwill impairment charge of
$380.2 million
as the decline in crude oil prices and crude oil production have had an unfavorable impact on our Water Solutions business (see
Note 6
to our consolidated financial statements included in this Annual Report); and
|
•
|
a loss of
$1.5 million
on the sales of certain other assets.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
807,172
|
|
|
$
|
618,919
|
|
|
$
|
188,253
|
|
Cost of sales-excluding impact of derivatives
|
|
772,871
|
|
|
570,495
|
|
|
202,376
|
|
|||
Cost of sales - derivative (gain) loss
|
|
(2,633
|
)
|
|
1,239
|
|
|
(3,872
|
)
|
|||
Product margin
|
|
36,934
|
|
|
47,185
|
|
|
(10,251
|
)
|
|||
|
|
|
|
|
|
|
||||||
Butane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
391,265
|
|
|
317,994
|
|
|
73,271
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
354,132
|
|
|
269,310
|
|
|
84,822
|
|
|||
Cost of sales-derivative loss (gain)
|
|
7,863
|
|
|
(4,092
|
)
|
|
11,955
|
|
|||
Product margin
|
|
29,270
|
|
|
52,776
|
|
|
(23,506
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
308,031
|
|
|
302,181
|
|
|
5,850
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
290,495
|
|
|
266,492
|
|
|
24,003
|
|
|||
Cost of sales-derivative (gain) loss
|
|
(1,477
|
)
|
|
426
|
|
|
(1,903
|
)
|
|||
Product margin
|
|
19,013
|
|
|
35,263
|
|
|
(16,250
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
32,648
|
|
|
35,943
|
|
|
(3,295
|
)
|
|||
Cost of sales
|
|
12,893
|
|
|
13,806
|
|
|
(913
|
)
|
|||
Product margin
|
|
19,755
|
|
|
22,137
|
|
|
(2,382
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
37,634
|
|
|
45,140
|
|
|
(7,506
|
)
|
|||
General and administrative expenses
|
|
4,831
|
|
|
8,806
|
|
|
(3,975
|
)
|
|||
Depreciation and amortization expense
|
|
19,163
|
|
|
15,642
|
|
|
3,521
|
|
|||
Loss on disposal or impairment of assets, net
|
|
92
|
|
|
11,600
|
|
|
(11,508
|
)
|
|||
Total expenses
|
|
61,720
|
|
|
81,188
|
|
|
(19,468
|
)
|
|||
Segment operating income
|
|
$
|
43,252
|
|
|
$
|
76,173
|
|
|
$
|
(32,921
|
)
|
|
|
|
|
|
|
|
||||||
Liquids storage capacity - owned and leased (gallons) (2)
|
|
358,537
|
|
|
292,110
|
|
|
66,427
|
|
|||
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
1,267,076
|
|
|
1,244,529
|
|
|
22,547
|
|
|||
Propane sold ($/gallon)
|
|
$
|
0.637
|
|
|
$
|
0.497
|
|
|
$
|
0.140
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.608
|
|
|
$
|
0.459
|
|
|
$
|
0.149
|
|
Propane product margin ($/gallon)
|
|
$
|
0.029
|
|
|
$
|
0.038
|
|
|
$
|
(0.009
|
)
|
Propane inventory (gallons) (2)
|
|
48,351
|
|
|
56,584
|
|
|
(8,233
|
)
|
|||
Propane storage capacity leased to third parties (gallons) (2)
|
|
33,495
|
|
|
33,264
|
|
|
231
|
|
|||
|
|
|
|
|
|
|
||||||
Butane sold (gallons)
|
|
456,586
|
|
|
483,206
|
|
|
(26,620
|
)
|
|||
Butane sold ($/gallon)
|
|
$
|
0.857
|
|
|
$
|
0.658
|
|
|
$
|
0.199
|
|
Cost per butane sold ($/gallon)
|
|
$
|
0.793
|
|
|
$
|
0.549
|
|
|
$
|
0.244
|
|
Butane product margin ($/gallon)
|
|
$
|
0.064
|
|
|
$
|
0.109
|
|
|
$
|
(0.045
|
)
|
Butane inventory (gallons) (2)
|
|
9,438
|
|
|
14,629
|
|
|
(5,191
|
)
|
|||
Butane storage capacity leased to third parties (gallons) (2)
|
|
80,346
|
|
|
72,450
|
|
|
7,896
|
|
|||
|
|
|
|
|
|
|
||||||
Other products sold (gallons)
|
|
343,365
|
|
|
360,716
|
|
|
(17,351
|
)
|
|||
Other products sold ($/gallon)
|
|
$
|
0.897
|
|
|
$
|
0.838
|
|
|
$
|
0.059
|
|
Cost per other products sold ($/gallon)
|
|
$
|
0.842
|
|
|
$
|
0.740
|
|
|
$
|
0.102
|
|
Other products product margin ($/gallon)
|
|
$
|
0.055
|
|
|
$
|
0.098
|
|
|
$
|
(0.043
|
)
|
Other products inventory (gallons) (2)
|
|
6,426
|
|
|
6,297
|
|
|
129
|
|
|
(1)
|
Revenues include
$100.0 million
and
$80.6 million
of intersegment sales during the
years
ended
March 31, 2017
and
2016
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2017
and
March 31, 2016
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
308,919
|
|
|
$
|
248,673
|
|
|
$
|
60,246
|
|
Cost of sales
|
|
132,818
|
|
|
95,191
|
|
|
37,627
|
|
|||
Product margin
|
|
176,101
|
|
|
153,482
|
|
|
22,619
|
|
|||
|
|
|
|
|
|
|
||||||
Distillate sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
64,249
|
|
|
64,868
|
|
|
(619
|
)
|
|||
Cost of sales-excluding impact of derivatives
|
|
46,125
|
|
|
48,972
|
|
|
(2,847
|
)
|
|||
Cost of sales-derivative loss (gain)
|
|
378
|
|
|
(781
|
)
|
|
1,159
|
|
|||
Product margin
|
|
17,746
|
|
|
16,677
|
|
|
1,069
|
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
40,038
|
|
|
39,436
|
|
|
602
|
|
|||
Cost of sales
|
|
12,268
|
|
|
13,375
|
|
|
(1,107
|
)
|
|||
Product margin
|
|
27,770
|
|
|
26,061
|
|
|
1,709
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
118,922
|
|
|
104,287
|
|
|
14,635
|
|
|||
General and administrative expenses
|
|
10,761
|
|
|
11,982
|
|
|
(1,221
|
)
|
|||
Depreciation and amortization expense
|
|
42,966
|
|
|
35,992
|
|
|
6,974
|
|
|||
Gain on disposal or impairment of assets, net
|
|
(287
|
)
|
|
(137
|
)
|
|
(150
|
)
|
|||
Total expenses
|
|
172,362
|
|
|
152,124
|
|
|
20,238
|
|
|||
Segment operating income
|
|
$
|
49,255
|
|
|
$
|
44,096
|
|
|
$
|
5,159
|
|
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
177,599
|
|
|
152,238
|
|
|
25,361
|
|
|||
Propane sold ($/gallon)
|
|
$
|
1.739
|
|
|
$
|
1.633
|
|
|
$
|
0.106
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.748
|
|
|
$
|
0.625
|
|
|
$
|
0.123
|
|
Propane product margin ($/gallon)
|
|
$
|
0.991
|
|
|
$
|
1.008
|
|
|
$
|
(0.017
|
)
|
Propane inventory (gallons) (2)
|
|
8,180
|
|
|
7,314
|
|
|
866
|
|
|||
|
|
|
|
|
|
|
||||||
Distillates sold (gallons)
|
|
30,001
|
|
|
30,674
|
|
|
(673
|
)
|
|||
Distillates sold ($/gallon)
|
|
$
|
2.142
|
|
|
$
|
2.115
|
|
|
$
|
0.027
|
|
Cost per distillates sold ($/gallon)
|
|
$
|
1.550
|
|
|
$
|
1.571
|
|
|
$
|
(0.021
|
)
|
Distillates product margin ($/gallon)
|
|
$
|
0.592
|
|
|
$
|
0.544
|
|
|
$
|
0.048
|
|
Distillates inventory (gallons) (2)
|
|
1,148
|
|
|
1,223
|
|
|
(75
|
)
|
|
(1)
|
Revenues include
$0.1 million
of intersegment sales during the
year ended
March 31, 2017
that are eliminated in our consolidated statement of operations.
|
(2)
|
Information is presented as of
March 31, 2017
and
March 31, 2016
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Refined products sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
8,884,976
|
|
|
$
|
6,294,008
|
|
|
$
|
2,590,968
|
|
Cost of sales-excluding impact of derivatives
|
|
8,732,312
|
|
|
6,240,026
|
|
|
2,492,286
|
|
|||
Cost of sales-derivative loss (gain)
|
|
43,358
|
|
|
(78,783
|
)
|
|
122,141
|
|
|||
Product margin
|
|
109,306
|
|
|
132,765
|
|
|
(23,459
|
)
|
|||
|
|
|
|
|
|
|
||||||
Renewables sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
447,232
|
|
|
390,753
|
|
|
56,479
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
443,229
|
|
|
382,663
|
|
|
60,566
|
|
|||
Cost of sales-derivative loss (gain)
|
|
1,291
|
|
|
(2,451
|
)
|
|
3,742
|
|
|||
Product margin
|
|
2,712
|
|
|
10,541
|
|
|
(7,829
|
)
|
|||
|
|
|
|
|
|
|
||||||
Service fee revenues
|
|
10,963
|
|
|
108,221
|
|
|
(97,258
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
23,177
|
|
|
95,371
|
|
|
(72,194
|
)
|
|||
General and administrative expenses
|
|
9,821
|
|
|
15,675
|
|
|
(5,854
|
)
|
|||
Depreciation and amortization expense
|
|
1,562
|
|
|
40,861
|
|
|
(39,299
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(134,125
|
)
|
|
(127,331
|
)
|
|
(6,794
|
)
|
|||
Total (income) expense, net
|
|
(99,565
|
)
|
|
24,576
|
|
|
(124,141
|
)
|
|||
Segment operating income
|
|
$
|
222,546
|
|
|
$
|
226,951
|
|
|
$
|
(4,405
|
)
|
|
|
|
|
|
|
|
||||||
Gasoline sold (barrels)
|
|
91,004
|
|
|
58,650
|
|
|
32,354
|
|
|||
Diesel sold (barrels)
|
|
49,817
|
|
|
40,338
|
|
|
9,479
|
|
|||
Ethanol sold (barrels)
|
|
4,605
|
|
|
4,199
|
|
|
406
|
|
|||
Biodiesel sold (barrels)
|
|
2,413
|
|
|
1,595
|
|
|
818
|
|
|||
Refined products and renewables storage capacity - leased (barrels) (2)
|
|
9,419
|
|
|
7,188
|
|
|
2,231
|
|
|||
Refined products and renewables storage capacity sub-leased to third parties (barrels) (2)
|
|
1,043
|
|
|
713
|
|
|
330
|
|
|||
Gasoline inventory (barrels) (2)
|
|
2,993
|
|
|
1,602
|
|
|
1,391
|
|
|||
Diesel inventory (barrels) (2)
|
|
1,464
|
|
|
2,059
|
|
|
(595
|
)
|
|||
Ethanol inventory (barrels) (2)
|
|
727
|
|
|
766
|
|
|
(39
|
)
|
|||
Biodiesel inventory (barrels) (2)
|
|
471
|
|
|
350
|
|
|
121
|
|
|||
Refined products sold ($/barrel)
|
|
$
|
63.094
|
|
|
$
|
63.584
|
|
|
$
|
(0.490
|
)
|
Cost per refined products sold ($/barrel)
|
|
$
|
62.318
|
|
|
$
|
62.242
|
|
|
$
|
0.076
|
|
Refined products product margin ($/barrel)
|
|
$
|
0.776
|
|
|
$
|
1.342
|
|
|
$
|
(0.566
|
)
|
Renewable products sold ($/barrel)
|
|
$
|
63.726
|
|
|
$
|
67.441
|
|
|
$
|
(3.715
|
)
|
Cost per renewable products sold ($/barrel)
|
|
$
|
63.340
|
|
|
$
|
65.622
|
|
|
$
|
(2.282
|
)
|
Renewable products product margin ($/barrel)
|
|
$
|
0.386
|
|
|
$
|
1.819
|
|
|
$
|
(1.433
|
)
|
|
(1)
|
Revenues include
$0.5 million
and
$0.9 million
of intersegment sales during the
years
ended
March 31, 2017
and
2016
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2017
and
March 31, 2016
, respectively.
|
•
|
a
$104.1 million
gain from the sale of all of the TLP units we owned (see
Note 2
to our consolidated financial statements included in this Annual Report for a further discussion);
|
•
|
$30.1 million
of the deferred gain from the sale of the general partner in interest in TLP in February 2016 (see
Note 2
to our consolidated financial statements included in this Annual Report for a further discussion); and
|
•
|
a loss of
$0.1 million
on the sales of certain assets.
|
•
|
a gain on disposal of our general partner interest in TLP of
$329.9 million
, of which
$204.6 million
was deferred and
$5.0 million
of the deferred gain was recorded during the
year
ended
March 31, 2016
(see
Note 2
to our consolidated financial statements included in this Annual Report for a further discussion);
|
•
|
a loss of
$1.8 million
related to certain property, plant and equipment that we have retired; and
|
•
|
a loss of
$1.3 million
related to the sale of certain tank bottoms.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Other revenues:
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
844
|
|
|
$
|
462
|
|
|
$
|
382
|
|
Cost of sales
|
|
400
|
|
|
182
|
|
|
218
|
|
|||
Margin
|
|
444
|
|
|
280
|
|
|
164
|
|
|||
|
|
|
|
|
|
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
||||
Operating expenses
|
|
1,192
|
|
|
338
|
|
|
854
|
|
|||
General and administrative expenses
|
|
82,723
|
|
|
91,966
|
|
|
(9,243
|
)
|
|||
Depreciation and amortization expense
|
|
3,612
|
|
|
5,381
|
|
|
(1,769
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Total expenses
|
|
87,526
|
|
|
97,685
|
|
|
(10,159
|
)
|
|||
Operating loss
|
|
$
|
(87,082
|
)
|
|
$
|
(97,405
|
)
|
|
$
|
10,323
|
|
|
Year Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Release of contingent consideration liabilities (1)
|
$
|
22,278
|
|
|
$
|
—
|
|
Early extinguishment of long-term debt (2)
|
6,922
|
|
|
28,532
|
|
||
Write-off deferred debt issuance costs (3)
|
(4,473
|
)
|
|
—
|
|
||
Gain on early extinguishment of liabilities, net
|
$
|
24,727
|
|
|
$
|
28,532
|
|
|
(1)
|
Relates to the release of certain contingent consideration liabilities in conjunction with the termination of the development agreement in June 2016 (see
Note 15
to our consolidated financial statements included in this Annual Report for a further discussion).
Also, during the year ended March 31, 2017, we acquired certain parcels of land on which one of our water solutions facilities is located and recorded a gain on the release of certain contingent consideration liabilities as the royalty agreement was terminated.
|
(2)
|
Relates
to net gains (inclusive of debt issuance costs written off) on the early extinguishment of a portion of the 2019 Notes and
2021 Notes
and certain equipment loans
(see
Note 8
to our consolidated financial statements included in this Annual Report for a further discussion
).
|
(3)
|
Relates to the write off of certain deferred debt issuance costs in connection with the amendment and restatement of our Credit Agreement (as defined herein) (see
Note 7
to our consolidated financial statements included in this Annual Report for a further discussion).
|
|
Year Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Interest income (1)
|
$
|
8,605
|
|
|
$
|
12,004
|
|
Crude oil marketing arrangement (2)
|
(1,500
|
)
|
|
(6,726
|
)
|
||
Termination of storage sublease agreement (3)
|
16,205
|
|
|
—
|
|
||
Other (4)
|
4,452
|
|
|
297
|
|
||
Other income, net
|
$
|
27,762
|
|
|
$
|
5,575
|
|
|
(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 loan receivables from Victory Propane, LLC and Grassland (see
Note 13
to our consolidated financial statements included in this Annual Report for a further discussion).
On June 3, 2016, we acquired the remaining
65%
ownership interest in Grassland and all interest income on the receivable from Grassland has been eliminated in consolidation subsequent to that date.
|
(2)
|
Represents another party’s share of the profits and losses generated from a joint crude oil marketing arrangement.
|
(3)
|
Represents a gain from the termination of a storage sublease agreement (see
Note 15
to our consolidated financial statements included in this Annual Report for a further discussion).
|
(4)
|
During the year ended March 31, 2017, this relates primarily to a distribution from TLP pursuant to the agreement to sell all of the TLP common units we owned in April 2016, a gain on insurance settlement related to business interruption insurance coverage on a facility in our Water Solutions segment and a payment received related to a contract termination.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Net (loss) income
|
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
|
$
|
(187,097
|
)
|
Less: Net income attributable to noncontrolling interests
|
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|||
Less: Net income attributable to redeemable noncontrolling interests
|
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to NGL Energy Partners LP
|
|
(70,875
|
)
|
|
137,042
|
|
|
(198,929
|
)
|
|||
Interest expense
|
|
199,747
|
|
|
150,504
|
|
|
126,514
|
|
|||
Income tax expense (benefit)
|
|
1,458
|
|
|
1,939
|
|
|
(420
|
)
|
|||
Depreciation and amortization
|
|
266,525
|
|
|
238,583
|
|
|
217,893
|
|
|||
EBITDA
|
|
396,855
|
|
|
528,068
|
|
|
145,058
|
|
|||
Net unrealized losses (gains) on derivatives
|
|
15,883
|
|
|
(3,338
|
)
|
|
1,255
|
|
|||
Inventory valuation adjustment (1)
|
|
11,033
|
|
|
7,368
|
|
|
24,390
|
|
|||
Lower of cost or market adjustments
|
|
399
|
|
|
(1,283
|
)
|
|
(5,932
|
)
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(105,313
|
)
|
|
(209,213
|
)
|
|
320,783
|
|
|||
Loss (gain) on early extinguishment of liabilities, net
|
|
23,201
|
|
|
(24,727
|
)
|
|
(28,532
|
)
|
|||
Revaluation of investments
|
|
—
|
|
|
14,365
|
|
|
—
|
|
|||
Equity-based compensation expense (2)
|
|
35,241
|
|
|
53,102
|
|
|
58,816
|
|
|||
Acquisition expense (3)
|
|
263
|
|
|
1,771
|
|
|
2,002
|
|
|||
Revaluation of liabilities (4)
|
|
20,607
|
|
|
12,761
|
|
|
(90,700
|
)
|
|||
Other (5)
|
|
10,081
|
|
|
2,443
|
|
|
(2,645
|
)
|
|||
Adjusted EBITDA
|
|
$
|
408,250
|
|
|
$
|
381,317
|
|
|
$
|
424,495
|
|
|
(1)
|
Amount
reflects the difference between the market value of the inventory of
our
Refined Products and Renewables segment at the balance sheet date and its cost.
See “Non-GAAP Financial Measures” section above for a further discussion.
|
(2)
|
Equity-based compensation expense in the table above may differ from equity-based compensation expense reported in
Note 10
to our consolidated financial statements included in this 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 10
to our consolidated financial statements only include expenses associated with equity-based awards that have been formally granted.
|
(3)
|
Amounts represent expenses we incurred related to legal and advisory costs associated with acquisitions, partially offset by reimbursement for certain legal costs incurred in prior periods.
|
(4)
|
Amounts represent 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.
|
(5)
|
The amount for the year ended
March 31, 2018
represents
non-cash operating expenses related to our Grand Mesa Pipeline, an adjustment to inventory related to prior periods and accretion expense for asset retirement obligations.
The amount for the year ended March 31, 2017 represents non-cash operating expenses related to our Grand Mesa Pipeline and accretion expense for asset retirement obligations. The amount for the year ended
March 31, 2016
represents adjustments for noncontrolling interests and accretion expense for asset retirement obligations.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Reconciliation to consolidated statements of operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization per EBITDA table
|
|
$
|
266,525
|
|
|
$
|
238,583
|
|
|
$
|
217,893
|
|
Intangible asset amortization recorded to cost of sales
|
|
(6,099
|
)
|
|
(6,828
|
)
|
|
(6,700
|
)
|
|||
Depreciation and amortization of unconsolidated entities
|
|
(9,044
|
)
|
|
(12,136
|
)
|
|
(14,814
|
)
|
|||
Depreciation and amortization attributable to noncontrolling interests
|
|
1,330
|
|
|
3,586
|
|
|
32,545
|
|
|||
Depreciation and amortization per consolidated statements of operations
|
|
$
|
252,712
|
|
|
$
|
223,205
|
|
|
$
|
228,924
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to consolidated statements of cash flows:
|
|
|
|
|
|
|
||||||
Depreciation and amortization per EBITDA table
|
|
$
|
266,525
|
|
|
$
|
238,583
|
|
|
$
|
217,893
|
|
Amortization of debt issuance costs recorded to interest expense
|
|
10,619
|
|
|
7,762
|
|
|
13,587
|
|
|||
Depreciation and amortization of unconsolidated entities
|
|
(9,044
|
)
|
|
(12,136
|
)
|
|
(14,814
|
)
|
|||
Depreciation and amortization attributable to noncontrolling interests
|
|
1,330
|
|
|
3,586
|
|
|
32,545
|
|
|||
Depreciation and amortization per consolidated statements of cash flows
|
|
$
|
269,430
|
|
|
$
|
237,795
|
|
|
$
|
249,211
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Interest expense per EBITDA table
|
|
$
|
199,747
|
|
|
$
|
150,504
|
|
|
$
|
126,514
|
|
Interest expense attributable to noncontrolling interests (1)
|
|
33
|
|
|
26
|
|
|
5,315
|
|
|||
Interest expense attributable to unconsolidated entities (2)
|
|
(210
|
)
|
|
(52
|
)
|
|
567
|
|
|||
Gain on extinguishment of debt of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
693
|
|
|||
Interest expense per consolidated statements of operations
|
|
$
|
199,570
|
|
|
$
|
150,478
|
|
|
$
|
133,089
|
|
|
(1)
|
Includes ten months of consolidated TLP interest expense during the year ended March 31, 2016.
|
(2)
|
Includes two months of TLP interest expense as an equity method investment during the year ended March 31, 2016.
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||||||
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Retail
Propane |
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating income (loss)
|
|
$
|
122,904
|
|
|
$
|
(24,231
|
)
|
|
$
|
(93,113
|
)
|
|
$
|
155,550
|
|
|
$
|
56,740
|
|
|
$
|
(79,593
|
)
|
|
$
|
138,257
|
|
Depreciation and amortization
|
|
80,387
|
|
|
98,623
|
|
|
24,937
|
|
|
43,692
|
|
|
1,294
|
|
|
3,779
|
|
|
252,712
|
|
|||||||
Amortization recorded to cost of sales
|
|
338
|
|
|
—
|
|
|
282
|
|
|
—
|
|
|
5,479
|
|
|
—
|
|
|
6,099
|
|
|||||||
Net unrealized losses (gains) on derivatives
|
|
2,766
|
|
|
13,694
|
|
|
(577
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,883
|
|
|||||||
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,033
|
|
|
—
|
|
|
11,033
|
|
|||||||
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
504
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
399
|
|
|||||||
(Gain) loss on disposal or impairment of assets, net
|
|
(111,393
|
)
|
|
6,863
|
|
|
117,516
|
|
|
(88,209
|
)
|
|
(30,098
|
)
|
|
8
|
|
|
(105,313
|
)
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,241
|
|
|
35,241
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
263
|
|
|||||||
Other income, net
|
|
535
|
|
|
211
|
|
|
105
|
|
|
555
|
|
|
604
|
|
|
6,393
|
|
|
8,403
|
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
11,507
|
|
|
579
|
|
|
—
|
|
|
822
|
|
|
4,308
|
|
|
—
|
|
|
17,216
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(737
|
)
|
|
—
|
|
|
(1,894
|
)
|
|
—
|
|
|
—
|
|
|
(2,631
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
20,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,607
|
|
|||||||
Other
|
|
10,617
|
|
|
461
|
|
|
85
|
|
|
(1,082
|
)
|
|
—
|
|
|
—
|
|
|
10,081
|
|
|||||||
Adjusted EBITDA
|
|
$
|
117,661
|
|
|
$
|
116,070
|
|
|
$
|
49,739
|
|
|
$
|
109,434
|
|
|
$
|
49,255
|
|
|
$
|
(33,909
|
)
|
|
$
|
408,250
|
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||||||
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Retail
Propane |
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Consolidated
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating (loss) income
|
|
$
|
(17,475
|
)
|
|
$
|
44,587
|
|
|
$
|
43,252
|
|
|
$
|
49,255
|
|
|
$
|
222,546
|
|
|
$
|
(87,082
|
)
|
|
$
|
255,083
|
|
Depreciation and amortization
|
|
54,144
|
|
|
101,758
|
|
|
19,163
|
|
|
42,966
|
|
|
1,562
|
|
|
3,612
|
|
|
223,205
|
|
|||||||
Amortization recorded to cost of sales
|
|
384
|
|
|
—
|
|
|
781
|
|
|
—
|
|
|
5,663
|
|
|
—
|
|
|
6,828
|
|
|||||||
Net unrealized (gains) losses on derivatives
|
|
(1,513
|
)
|
|
(2,088
|
)
|
|
216
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
(3,338
|
)
|
|||||||
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,368
|
|
|
—
|
|
|
7,368
|
|
|||||||
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,283
|
)
|
|
—
|
|
|
(1,283
|
)
|
|||||||
Loss (gain) on disposal or impairment of assets, net
|
|
10,704
|
|
|
(85,560
|
)
|
|
92
|
|
|
(287
|
)
|
|
(134,125
|
)
|
|
(1
|
)
|
|
(209,177
|
)
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,102
|
|
|
53,102
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,771
|
|
|
1,771
|
|
|||||||
Other (expense) income, net
|
|
(412
|
)
|
|
739
|
|
|
73
|
|
|
504
|
|
|
19,263
|
|
|
7,595
|
|
|
27,762
|
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
11,589
|
|
|
106
|
|
|
—
|
|
|
(427
|
)
|
|
3,975
|
|
|
—
|
|
|
15,243
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(9,210
|
)
|
|
—
|
|
|
(1,241
|
)
|
|
—
|
|
|
—
|
|
|
(10,451
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
12,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,761
|
|
|||||||
Other
|
|
1,996
|
|
|
368
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,443
|
|
|||||||
Adjusted EBITDA
|
|
$
|
59,417
|
|
|
$
|
63,461
|
|
|
$
|
63,656
|
|
|
$
|
90,817
|
|
|
$
|
124,969
|
|
|
$
|
(21,003
|
)
|
|
$
|
381,317
|
|
|
|
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
|
)
|
|
(127,331
|
)
|
|
—
|
|
|
320,766
|
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
877
|
|
|
58,315
|
|
|
59,192
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
1,995
|
|
|
2,002
|
|
|||||||
Other (expense) income, net
|
|
(6,725
|
)
|
|
2,144
|
|
|
281
|
|
|
791
|
|
|
443
|
|
|
8,641
|
|
|
5,575
|
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
13,474
|
|
|
(701
|
)
|
|
—
|
|
|
(425
|
)
|
|
17,960
|
|
|
—
|
|
|
30,308
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(2,259
|
)
|
|
—
|
|
|
(1,065
|
)
|
|
(50,438
|
)
|
|
—
|
|
|
(53,762
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
(90,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,700
|
)
|
|||||||
Other
|
|
11
|
|
|
329
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|||||||
Adjusted EBITDA
|
|
$
|
61,492
|
|
|
$
|
71,703
|
|
|
$
|
100,772
|
|
|
$
|
79,203
|
|
|
$
|
134,398
|
|
|
$
|
(23,073
|
)
|
|
$
|
424,495
|
|
|
|
Average Balance
Outstanding
|
|
Lowest
Balance
|
|
Highest
Balance
|
||||||
|
|
(in thousands)
|
||||||||||
Year Ended March 31, 2018
|
|
|
|
|
|
|
||||||
Expansion capital borrowings
|
|
$
|
167,900
|
|
|
$
|
—
|
|
|
$
|
397,000
|
|
Working capital borrowings
|
|
$
|
837,651
|
|
|
$
|
719,500
|
|
|
$
|
1,014,500
|
|
Year Ended March 31, 2017
|
|
|
|
|
|
|
||||||
Expansion capital borrowings
|
|
$
|
970,678
|
|
|
$
|
—
|
|
|
$
|
1,359,000
|
|
Working capital borrowings
|
|
$
|
686,456
|
|
|
$
|
465,500
|
|
|
$
|
875,500
|
|
|
|
Capital Expenditures
|
|
|
|
Other
|
||||||||||
Year Ended March 31,
|
|
Expansion (1)
|
|
Maintenance (2)
|
|
Acquisitions
|
|
Investments (3)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2018
|
|
$
|
155,213
|
|
|
$
|
37,713
|
|
|
$
|
50,417
|
|
|
$
|
27,889
|
|
2017
|
|
$
|
334,383
|
|
|
$
|
26,073
|
|
|
$
|
122,832
|
|
|
$
|
44,864
|
|
2016
|
|
$
|
613,792
|
|
|
$
|
42,001
|
|
|
$
|
234,652
|
|
|
$
|
11,431
|
|
|
(1)
|
Includes the intangible assets received as consideration as part of the Sawtooth joint venture transaction (see
Note 15
to our consolidated financial statements included in this Annual Report) during the year ended
March 31, 2018
. Includes expansion capital expenditures for TLP of $13.6 million during the year ended March 31, 2016.
|
(2)
|
Includes maintenance capital expenditures for TLP of $11.6 million during year ended March 31, 2016.
|
(3)
|
Amounts for the years ended
March 31, 2018
and
2016
primarily related to contributions made to unconsolidated entities. Amounts for the year ended
March 31, 2017
primarily related to payments made to terminate a development agreement and other liabilities.
|
|
|
Year Ended March 31,
|
||||||||||
Cash Flows Provided by (Used in):
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Operating activities, before changes in operating assets and liabilities
|
|
$
|
290,396
|
|
|
$
|
258,573
|
|
|
$
|
221,074
|
|
Changes in operating assets and liabilities
|
|
(152,754
|
)
|
|
(282,813
|
)
|
|
130,421
|
|
|||
Operating activities
|
|
$
|
137,642
|
|
|
$
|
(24,240
|
)
|
|
$
|
351,495
|
|
Investing activities
|
|
$
|
270,582
|
|
|
$
|
(363,126
|
)
|
|
$
|
(445,327
|
)
|
Financing activities
|
|
$
|
(394,281
|
)
|
|
$
|
371,454
|
|
|
$
|
80,705
|
|
•
|
a
$418.1 million
increase
in proceeds from sales of assets due primarily to the sales of our previously held 50% interest in Glass Mountain, a portion of our Retail Propane segment and a portion of Sawtooth and an increase in proceeds from the sale of excess pipe in our Crude Oil Logistics segment during the
year
ended
March 31, 2018
and the sales of TLP common units we owned and Grassland during the
year
ended
March 31, 2017
;
|
•
|
a
decrease
in capital expenditures from
$363.9 million
during the
year
ended
March 31, 2017
to
$156.2 million
during the
year
ended
March 31, 2018
due primarily to capital expenditures for the Grand Mesa Pipeline and the purchase of additional pipeline capacity allocations during the
year
ended
March 31, 2017
;
|
•
|
a
$46.6 million
decrease
in cash paid for acquisitions and investments in and transactions with unconsolidated entities during the
year
ended
March 31, 2018
; and
|
•
|
a
$16.9 million
payment to terminate a development agreement during the
year
ended
March 31, 2017
(see
Note 15
to our consolidated financial statements included in this Annual Report).
|
•
|
a
decrease
in capital expenditures from
$536.9 million
during the
year
ended
March 31, 2016
to
$363.9 million
during the
year
ended
March 31, 2017
;
|
•
|
$125.0 million
related to the purchase of a 37.5% undivided interest in Grand Mesa Pipeline during the
year
ended
March 31, 2016
;
|
•
|
a
$121.1 million
decrease
in cash paid for acquisitions and investments in unconsolidated entities during the
year
ended
March 31, 2017
; and
|
•
|
a $15.6 million decrease for a loan to Grassland during the
year
ended
March 31, 2016
.
|
•
|
a
$187.7 million
decrease
in proceeds from the sale of the general partner interest in TLP during the
year
ended
March 31, 2016
and the sales of TLP common units we owned and Grassland and an increase in proceeds from the sale of excess pipe in our Crude Oil Logistics segment during the
year
ended
March 31, 2017
;
|
•
|
a
$143.1 million
decrease in cash flows from derivatives; and
|
•
|
a
$16.9 million
payment to terminate a development agreement during the
year
ended
March 31, 2017
(see
Note 15
to our consolidated financial statements included in this Annual Report).
|
•
|
$1.2 billion
in proceeds from the issuance of the 2023 Notes and 2025 Notes during the
year
ended
March 31, 2017
;
|
•
|
an increase
of
$465.5 million
for repayments and repurchases of all of our remaining outstanding senior secured notes and a portion of our Senior Unsecured Notes during the
year
ended
March 31, 2018
;
|
•
|
a decrease
of
$319.4 million
in proceeds from the sale of our common units and preferred units during the
year
ended
March 31, 2018
;
|
•
|
an increase
of
$43.3 million
in distributions paid to our general partners and common unitholders, preferred unitholders and noncontrolling interest owners during the
year
ended
March 31, 2018
; and
|
•
|
$26.4 million
for the repurchase of a portion of our common units and warrants related to our Class A Preferred Units during the
year
ended
March 31, 2018
.
|
•
|
an increase
of
$1.2 billion
in borrowings on our revolving credit facilities (net of repayments) during the
year
ended
March 31, 2018
;
|
•
|
the repayment of equipment loans totaling $41.7 million during the
year
ended
March 31, 2017
;
|
•
|
$30.8 million in debt issuance costs for the issuance of the 2023 Notes and 2025 Notes and the amendment and restatement of our Credit Agreement during the
year
ended
March 31, 2017
; and
|
•
|
a $25.9 million release of contingent consideration liabilities related to the termination of a development agreement during the
year
ended
March 31, 2017
(see
Note 15
to our consolidated financial statements included in this Annual Report).
|
•
|
an increase
in proceeds from long-term debt (excluding our revolving credit facility) of
$1.1 billion
due primarily to the issuance of the 2023 Notes and 2025 Notes during the
year
ended
March 31, 2017
;
|
•
|
$522.1 million
in proceeds from the sale of our common units and preferred units during the
year
ended
March 31, 2017
; and
|
•
|
a
decrease
of
$172.9 million
in distributions paid to our general partners and common unitholders, preferred unitholders and noncontrolling interest owners during the
year
ended
March 31, 2017
.
|
•
|
a
$1.5 billion
decrease
in borrowings on our revolving credit facilities (net of repayments) during the
year
ended
March 31, 2017
; and
|
•
|
a $25.9 million release of contingent consideration liabilities related to the termination of a development agreement during the
year
ended
March 31, 2017
(see
Note 15
to our consolidated financial statements included in this Annual Report).
|
|
|
|
|
Years Ending March 31,
|
|
|
||||||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
|
||||||||||||||||||||||||||
Principal payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expansion capital borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital borrowings
|
|
969,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
969,500
|
|
|
—
|
|
|
—
|
|
|||||||
Senior unsecured notes
|
|
1,725,554
|
|
|
—
|
|
|
353,424
|
|
|
—
|
|
|
367,048
|
|
|
—
|
|
|
1,005,082
|
|
|||||||
Other long-term debt
|
|
11,415
|
|
|
3,196
|
|
|
2,344
|
|
|
5,484
|
|
|
292
|
|
|
81
|
|
|
18
|
|
|||||||
Interest payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving Credit Facility (1)
|
|
198,565
|
|
|
55,157
|
|
|
55,157
|
|
|
55,157
|
|
|
33,094
|
|
|
—
|
|
|
—
|
|
|||||||
Senior unsecured notes
|
|
601,001
|
|
|
118,235
|
|
|
108,990
|
|
|
99,745
|
|
|
99,745
|
|
|
74,510
|
|
|
99,776
|
|
|||||||
Other long-term debt
|
|
1,013
|
|
|
498
|
|
|
341
|
|
|
157
|
|
|
14
|
|
|
2
|
|
|
1
|
|
|||||||
Letters of credit
|
|
175,736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,736
|
|
|
—
|
|
|
—
|
|
|||||||
Future minimum lease payments under noncancelable operating leases
|
|
522,507
|
|
|
132,861
|
|
|
115,962
|
|
|
99,312
|
|
|
71,038
|
|
|
53,273
|
|
|
50,061
|
|
|||||||
Future minimum throughput payments under noncancelable agreements (2)
|
|
91,580
|
|
|
50,201
|
|
|
41,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction commitments (3)
|
|
2,671
|
|
|
2,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Fixed-price commodity purchase commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Crude oil
|
|
77,015
|
|
|
77,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Natural gas liquids
|
|
5,616
|
|
|
5,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Index-price commodity purchase commitments (4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
Crude oil (5)
|
|
3,235,777
|
|
|
1,403,823
|
|
|
567,987
|
|
|
453,328
|
|
|
363,302
|
|
|
256,327
|
|
|
191,010
|
|
|||||||
Natural gas liquids
|
|
502,428
|
|
|
502,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
8,120,378
|
|
|
$
|
2,351,701
|
|
|
$
|
1,245,584
|
|
|
$
|
713,183
|
|
|
$
|
2,079,769
|
|
|
$
|
384,193
|
|
|
$
|
1,345,948
|
|
|
(1)
|
The estimated interest payments on our Revolving Credit Facility are based on principal and letters of credit outstanding at
March 31, 2018
. 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 pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity. Under certain agreements we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement, with some contracts containing provisions that allow us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees.
See
Note 9
to our consolidated financial statements included in this Annual Report for additional information.
|
(3)
|
At March 31, 2018, construction commitments relate to the expansion of the Lucerne, Colorado crude oil tank storage.
|
(4)
|
Index prices are based on a forward price curve at
March 31, 2018
. A theoretical change of $0.10 per gallon of natural gas liquids in the underlying commodity price at
March 31, 2018
would result in a change of
$58.2 million
in the value of our index-price natural gas liquids purchase commitments. A theoretical change of $1.00 per barrel of crude oil in the underlying commodity price at
March 31, 2018
would result in a change of
$61.2 million
in the value of our index-price crude oil purchase commitments. See
Note 9
to our consolidated financial statements included in this Annual Report for further detail of the commitments.
|
(5)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (see
Note 9
to our consolidated financial statements included in this Annual Report) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, we have not entered into corresponding long-term sales contracts for volumes we may not receive.
|
|
Increase
(Decrease)
To Fair Value
|
||
Crude oil (Crude Oil Logistics segment)
|
$
|
(9,943
|
)
|
Propane (Liquids segment)
|
$
|
(64
|
)
|
Other products (Liquids segment)
|
$
|
(238
|
)
|
Gasoline (Refined Products and Renewables segment)
|
$
|
(28,747
|
)
|
Diesel (Refined Products and Renewables segment)
|
$
|
(9,622
|
)
|
Ethanol (Refined Products and Renewables segment)
|
$
|
(3,207
|
)
|
Biodiesel (Refined Products and Renewables segment)
|
$
|
1,593
|
|
Canadian dollars (Liquids segment)
|
$
|
637
|
|
•
|
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
|
|
64
|
|
Chief Executive Officer and Director
|
Robert W. Karlovich III
|
|
41
|
|
Chief Financial Officer and Treasurer
|
Vincent J. Osterman
|
|
61
|
|
President, Retail Propane Operations and Director
|
Kurston P. McMurray
|
|
46
|
|
General Counsel and Corporate Secretary
|
Lawrence J. Thuillier
|
|
47
|
|
Chief Accounting Officer
|
Shawn W. Coady
|
|
56
|
|
Director
|
James M. Collingsworth
|
|
63
|
|
Director
|
Stephen L. Cropper
|
|
68
|
|
Director
|
Bryan K. Guderian
|
|
58
|
|
Director
|
James C. Kneale
|
|
66
|
|
Director
|
Jared Parker
|
|
36
|
|
Director
|
John T. Raymond
|
|
47
|
|
Director
|
L. John Schaufele IV
|
|
35
|
|
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–Executive Vice President and Chief Financial Officer
|
•
|
Vincent J. Osterman–President, Retail Propane Operations
|
•
|
Lawrence J. Thuillier–Chief Accounting Officer
|
•
|
Kurston P. McMurray–Executive Vice President and General Counsel and Secretary
|
•
|
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.
|
•
|
Issued 9.00% Class B Preferred Units for net proceeds of
$202.7 million
;
|
•
|
Sold our
50%
interest in Glass Mountain for net proceeds of
$292.1 million
;
|
•
|
Sold a portion of our Retail Propane segment for net proceeds of
$212.4 million
; and
|
•
|
Sold a portion of our Sawtooth salt dome cavern facility for cash of
$37.6 million
and the contribution of certain refined products rights.
|
•
|
We paid cash bonuses to Mr. Karlovich and Mr. McMurray during fiscal year 2018, primarily due to their work related to the sale of our 50% interest in Glass Mountain and the sale of a portion of our Retail Propane segment.
|
•
|
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.
|
•
|
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
2018
, 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
2018
:
|
◦
|
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
2018
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discretionary 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 directors increased Mr. Krimbill’s salary to $350,000, in consideration of the fact that his salary was low relative to the benchmark peer group (and remains below the 25th percentile of the peer group). Effective April 1, 2018, Mr. Krimbill’s base salary was increased to $625,000, in consideration of the fact that his salary was low relative to the benchmark peer group.
|
•
|
Mr. Karlovich’s base salary of $400,000 was negotiated prior to his joining our management team in February 2016. Mr. Karlovich’s base salary was increased to $430,000 in April 2017.
|
•
|
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, to $250,000 in July 2013 and increased to $315,000 effective April 2, 2017, in consideration of the fact that his salary was low relative to the benchmark peer group.
|
•
|
Mr. Thuillier’s base salary of $250,000 was negotiated prior to his joining our management team in January 2016. In April 2017, Mr. Thuillier’s base salary was increased to $260,000. Effective April 1, 2018, Mr. Thuillier’s base salary was increased to $267,800.
|
•
|
Mr. McMurray’s base salary of $250,000 was negotiated prior to his joining our management team in February 2015. Mr. McMurray’s base salary was increased to $300,000 in April 2017. Effective April 1, 2018, Mr. McMurray’s base salary was increased to $350,000.
|
|
|
Unvested Units at
|
|
|
|
|
|
Unvested Units at
|
||||
|
|
March 31, 2017
|
|
Units Granted
|
|
Units Vested
|
|
March 31, 2018
|
||||
H. Michael Krimbill (1)
|
|
300,000
|
|
|
—
|
|
|
(100,000
|
)
|
|
200,000
|
|
Robert W. Karlovich III (2)
|
|
75,000
|
|
|
25,000
|
|
|
(37,500
|
)
|
|
62,500
|
|
Vincent J. Osterman (3)
|
|
60,000
|
|
|
20,000
|
|
|
(30,000
|
)
|
|
50,000
|
|
Lawrence J. Thuillier (4)
|
|
30,000
|
|
|
20,149
|
|
|
(25,149
|
)
|
|
25,000
|
|
Kurston P. McMurray (5)
|
|
45,000
|
|
|
15,000
|
|
|
(22,500
|
)
|
|
37,500
|
|
|
(1)
|
Mr. Krimbill vested in
100,000
Service Awards on
July 10, 2017
.
|
(2)
|
Mr. Karlovich vested in
25,000
and
12,500
Service Awards on
July 10, 2017
and
February 13, 2018
,
respectively.
He was granted
25,000
Service Awards on
January 10, 2018
, of which
12,500
vests on each of
February 11, 2020
and
November 10, 2020
, respectively.
|
(3)
|
Mr. Osterman vested in
20,000
and
10,000
Service Awards on
July 10, 2017
and
February 13, 2018
,
respectively.
He was granted
20,000
Service Awards on
January 10, 2018
, of which
10,000
vests on each of
February 11, 2020
and
November 10, 2020
, respectively.
|
(4)
|
Mr. Thuillier vested in
Service Awards of
10,000
on
July 10, 2017
,
10,149
on
November 10, 2017
and
5,000
on
February 13, 2018
. He was granted
10,149
Service Awards on
November 10, 2017
and
10,000
Service Awards on
January 10, 2018
, of which
5,000
vests on each of
February 11, 2020
and
November 10, 2020
, respectively.
|
(5)
|
Mr. McMurray vested in
15,000
and
7,500
Service Awards on
July 10, 2017
and
February 13, 2018
,
respectively.
He was granted
15,000
Service Awards on
January 10, 2018
, of which
7,500
vests on each of
February 11, 2020
and
November 10, 2020
, respectively.
|
|
|
Service Award Units Vesting By Fiscal Year Ending
|
|
Unvested Units at
|
||||||||
|
|
March 31, 2019
|
|
March 31, 2020
|
|
March 31, 2021
|
|
March 31, 2018
|
||||
H. Michael Krimbill (1)
|
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|
200,000
|
|
Robert W. Karlovich III (2)
|
|
25,000
|
|
|
25,000
|
|
|
12,500
|
|
|
62,500
|
|
Vincent J. Osterman (2)
|
|
20,000
|
|
|
20,000
|
|
|
10,000
|
|
|
50,000
|
|
Lawrence J. Thuillier (2)
|
|
10,000
|
|
|
10,000
|
|
|
5,000
|
|
|
25,000
|
|
Kurston P. McMurray (2)
|
|
15,000
|
|
|
15,000
|
|
|
7,500
|
|
|
37,500
|
|
|
(1)
|
Mr. Krimbill’s Service Awards will vest
100,000
on each of
July 9, 2018
and
July 8, 2019
, respectively.
|
(2)
|
Mr. Karlovich, Mr. Osterman, Mr. Thuillier and Mr. McMurray all agreed to amend the vesting terms of their Service Awards that were originally scheduled to vest on
July 9, 2018
and
July 8, 2019
(see
Note 10
to our consolidated financial statements included in this Annual Report for a further discussion of the split vesting). For the year ending
March 31, 2019
, half of the units will vest on
November 13, 2018
and the other half on
February 12, 2019
. For the year ending
March 31, 2020
, half of the units will vest on
November 13, 2019
and
February 11, 2020
. For the year ending
March 31, 2021
, the units will vest on
November 10, 2020
.
|
|
|
Maximum Performance Award Units
by Vesting Date
|
|
|
|
July 1, 2020
|
|
Robert W. Karlovich III
|
|
50,000
|
|
Vincent J. Osterman
|
|
40,000
|
|
Lawrence J. Thuillier
|
|
20,000
|
|
Kurston P. McMurray
|
|
30,000
|
|
Vesting Date of Tranche
|
|
Performance Period for Tranche
|
July 1, 2018
|
|
July 1, 2015 through June 30, 2018
|
July 1, 2019
|
|
July 1, 2016 through June 30, 2019
|
July 1, 2020
|
|
July 1, 2017 through June 30, 2020
|
Our Relative Total Unitholder Return 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 90th 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 $6 billion; and
|
•
|
Peer group data including pay data from 10-K and proxy filings for a group of 20 publicly traded midstream oil & gas partnerships of similar size and scope to us.
|
AmeriGas Partners LP
|
|
NuStar Energy L.P.
|
|
Martin Midstream Partners LP
|
Ferrellgas Partners LP
|
|
Targa Resources Partners LP
|
|
Regency Energy Partners LP
|
Star Gas Partners, L.P.
|
|
Buckeye Partners, L.P.
|
|
Boardwalk Pipeline Partners, LP
|
Suburban Propane Partners, L.P.
|
|
Genesis Energy LP
|
|
Western Gas Partners LP
|
ONEOK Partners, L.P.
|
|
Crestwood Midstream Partners LP
|
|
|
Williams Partners L.P.
|
|
Magellan Midstream Partners LP
|
|
|
Enbridge Energy Partners, L.P.
|
|
DCP Midstream Partners LP
|
|
|
|
Members of the Compensation Committee:
|
|
|
|
Stephen L. Cropper (Chairman)
|
|
Bryan K. Guderian
|
|
James C. Kneale
|
Name and Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Restricted
Unit
Awards (Service and Performance Awards) (1)
($)
|
|
All Other
Compensation (2)
($)
|
|
Total
($)
|
|||||
H. Michael Krimbill
|
|
2018
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
10,891
|
|
|
360,891
|
|
Chief Executive Officer
|
|
2017
|
|
350,000
|
|
|
—
|
|
|
7,174,094
|
|
|
10,463
|
|
|
7,534,557
|
|
|
|
2016
|
|
350,000
|
|
|
—
|
|
|
8,319,437
|
|
|
7,539
|
|
|
8,676,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Robert W. Karlovich III (3)
|
|
2018
|
|
428,846
|
|
|
430,000
|
|
|
711,291
|
|
|
9,079
|
|
|
1,579,216
|
|
Executive Vice President and
|
|
2017
|
|
400,000
|
|
|
—
|
|
|
809,985
|
|
|
5,510
|
|
|
1,215,495
|
|
Chief Financial Officer
|
|
2016
|
|
30,769
|
|
|
—
|
|
|
419,250
|
|
|
—
|
|
|
450,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vincent J. Osterman
|
|
2018
|
|
312,500
|
|
|
—
|
|
|
569,032
|
|
|
44,926
|
|
|
926,458
|
|
President, Retail Propane Operations
|
|
2017
|
|
250,000
|
|
|
—
|
|
|
1,662,027
|
|
|
36,831
|
|
|
1,948,858
|
|
|
|
2016
|
|
250,000
|
|
|
—
|
|
|
1,047,241
|
|
|
30,906
|
|
|
1,328,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lawrence J. Thuillier (4)
|
|
2018
|
|
259,615
|
|
|
—
|
|
|
414,525
|
|
|
9,357
|
|
|
683,497
|
|
Chief Accounting Officer
|
|
2017
|
|
250,000
|
|
|
—
|
|
|
374,007
|
|
|
43,469
|
|
|
667,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kurston P. McMurray (5)
|
|
2018
|
|
298,077
|
|
|
300,000
|
|
|
426,774
|
|
|
8,182
|
|
|
1,033,033
|
|
Executive Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
General Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
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 (“ASC”) 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
|
||||||||
Robert W. Karlovich III
|
|
$
|
294,041
|
|
|
$
|
417,250
|
|
|
$
|
711,291
|
|
|
$
|
834,500
|
|
Vincent J. Osterman
|
|
$
|
235,232
|
|
|
$
|
333,800
|
|
|
$
|
569,032
|
|
|
$
|
667,600
|
|
Lawrence J. Thuillier
|
|
$
|
247,625
|
|
|
$
|
166,900
|
|
|
$
|
414,525
|
|
|
$
|
333,800
|
|
Kurston P. McMurray
|
|
$
|
176,424
|
|
|
$
|
250,350
|
|
|
$
|
426,774
|
|
|
$
|
500,700
|
|
(2)
|
The amounts in this column include matching contributions to our 401(k) plan. 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). Amounts for Mr. Thuillier for fiscal year 2017 include moving expenses. The following table summarizes these amounts:
|
Name
|
|
Fiscal
Year
|
|
401(k)
Match
|
|
Moving Expenses
|
|
Propane
|
|
Total Other
Compensation
|
||||||||
Vincent J. Osterman
|
|
2018
|
|
$
|
6,273
|
|
|
$
|
—
|
|
|
$
|
38,653
|
|
|
$
|
44,926
|
|
|
|
2017
|
|
$
|
5,721
|
|
|
$
|
—
|
|
|
$
|
31,110
|
|
|
$
|
36,831
|
|
|
|
2016
|
|
$
|
4,038
|
|
|
$
|
—
|
|
|
$
|
26,868
|
|
|
$
|
30,906
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lawrence J. Thuillier
|
|
2017
|
|
$
|
5,721
|
|
|
$
|
37,748
|
|
|
$
|
—
|
|
|
$
|
43,469
|
|
(3)
|
Mr. Karlovich was hired in February 2016.
|
(4)
|
Mr. Thuillier was not a named executive officer prior to fiscal year 2017.
|
(5)
|
Mr. McMurray was not a named executive officer prior to fiscal year 2018.
|
|
|
|
|
|
|
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
Unit Awards
($)(2)(3)
|
|||||
Robert W. Karlovich III
|
|
January 10, 2018
|
|
25,000
|
|
|
|
|
|
|
|
|
294,041
|
|
|||
|
|
January 10, 2018
|
|
|
|
12,500
|
|
|
25,000
|
|
|
50,000
|
|
|
417,250
|
|
|
Vincent J. Osterman
|
|
January 10, 2018
|
|
20,000
|
|
|
|
|
|
|
|
|
235,232
|
|
|||
|
|
January 10, 2018
|
|
|
|
10,000
|
|
|
20,000
|
|
|
40,000
|
|
|
333,800
|
|
|
Lawrence J. Thuillier
|
|
November 10, 2017
|
|
10,149
|
|
|
|
|
|
|
|
|
130,009
|
|
|||
|
|
January 10, 2018
|
|
10,000
|
|
|
|
|
|
|
|
|
117,616
|
|
|||
|
|
January 10, 2018
|
|
|
|
5,000
|
|
|
10,000
|
|
|
20,000
|
|
|
166,900
|
|
|
Kurston P. McMurray
|
|
January 10, 2018
|
|
15,000
|
|
|
|
|
|
|
|
|
176,424
|
|
|||
|
|
January 10, 2018
|
|
|
|
7,500
|
|
|
15,000
|
|
|
30,000
|
|
|
250,350
|
|
|
(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 TUR 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 probable 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 was 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
Yet Vested
|
|
Number of Units
that Have Not Yet Vested
|
|
Market Value of Units
that Have Not
Yet Vested
|
||||
Name
|
|
(#)(1)
|
|
($)(2)
|
|
(#)(3)
|
|
($)(2)
|
||||
H. Michael Krimbill
|
|
200,000
|
|
|
2,200,000
|
|
|
200,000
|
|
|
2,200,000
|
|
Robert W. Karlovich III
|
|
62,500
|
|
|
687,500
|
|
|
75,000
|
|
|
825,000
|
|
Vincent J. Osterman
|
|
50,000
|
|
|
550,000
|
|
|
60,000
|
|
|
660,000
|
|
Lawrence J. Thuillier
|
|
25,000
|
|
|
275,000
|
|
|
30,000
|
|
|
330,000
|
|
Kurston P. McMurray
|
|
37,500
|
|
|
412,500
|
|
|
45,000
|
|
|
495,000
|
|
|
(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, 2018
of
$11.00
. No adjustments were made to reflect the fact that the restricted units are not entitled to distributions during the vesting period.
|
(3)
|
Reflects the target number of Performance Awards granted to each named executive officer that have not vested. Vesting of the Performance Awards is contingent upon our relative TUR as measured against the performance peer group and satisfaction of a continued service requirement.
|
|
|
Service Awards
|
||||
Name
|
|
Number of Units
Acquired on Vesting
(#)
|
|
Value Realized on Vesting
($)
|
||
H. Michael Krimbill (1)
|
|
100,000
|
|
|
1,357,500
|
|
Robert W. Karlovich III (2)
|
|
37,500
|
|
|
504,094
|
|
Vincent J. Osterman (3)
|
|
30,000
|
|
|
403,275
|
|
Lawrence J. Thuillier (4)
|
|
25,149
|
|
|
331,646
|
|
Kurston P. McMurray (5)
|
|
22,500
|
|
|
302,456
|
|
|
(1)
|
Mr. Krimbill vested in
100,000
Service Awards on
July 10, 2017
.
|
(2)
|
Mr. Karlovich vested in
25,000
and
12,500
Service Awards on
July 10, 2017
and
February 13, 2018
,
respectively.
|
(3)
|
Mr. Osterman vested in
20,000
and
10,000
Service Awards on
July 10, 2017
and
February 13, 2018
,
respectively.
|
(4)
|
Mr. Thuillier vested in
10,000
,
10,149
and
5,000
Service Awards on
July 10, 2017
,
November 10, 2017
and
February 13, 2018
, respectively.
|
(5)
|
Mr. McMurray vested in
15,000
and
7,500
Service Awards on
July 10, 2017
and
February 13, 2018
,
respectively.
|
Name
|
|
Number of Units
Issued
|
|
Number of Units
Withheld
|
|
Total
|
|||
Robert W. Karlovich
|
|
21,343
|
|
|
16,157
|
|
|
37,500
|
|
Vincent J. Osterman
|
|
16,950
|
|
|
13,050
|
|
|
30,000
|
|
Lawrence J. Thuillier
|
|
14,779
|
|
|
10,370
|
|
|
25,149
|
|
Kurston P. McMurray
|
|
12,778
|
|
|
9,722
|
|
|
22,500
|
|
Cash Severance
|
|
Value of Guaranteed Unit Awards
|
|
Target Annual Bonus
|
|
Total
|
||||||||
$
|
300,000
|
|
|
$
|
495,000
|
|
|
$
|
300,000
|
|
|
$
|
1,095,000
|
|
•
|
The median of the annual total compensation of all employees (other than the Chief Executive Officer) was $38,798; and
|
•
|
The annual total compensation of Mr. Krimbill, as reported in the Summary Compensation Table above, was
$360,891
.
|
•
|
an annual retainer of $60,000;
|
•
|
an annual retainer of $10,000 for the chairmen of the audit and compensation committees; and
|
•
|
an annual retainer of $5,000 for each member of the audit and compensation committees other than the chairman.
|
Name
|
|
Fees Earned or
Paid in Cash
($)
|
|
Restricted Unit
Awards
($)
|
|
Total
($)
|
|||
James M. Collingsworth
|
|
80,000
|
|
|
94,093
|
|
|
174,093
|
|
Stephen L. Cropper
|
|
75,000
|
|
|
94,093
|
|
|
169,093
|
|
Bryan K. Guderian
|
|
80,000
|
|
|
94,093
|
|
|
174,093
|
|
James C. Kneale
|
|
90,000
|
|
|
94,093
|
|
|
184,093
|
|
•
|
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):
|
|
|
|
|
|
|
ALPS Advisors, Inc. (2)
|
|
17,894,258
|
|
|
14.72
|
%
|
OppenheimerFunds, Inc. (3)
|
|
15,526,215
|
|
|
12.77
|
%
|
Harvest Fund Advisors LLC (4)
|
|
9,289,135
|
|
|
7.64
|
%
|
|
|
|
|
|
||
Directors and named executive officers:
|
|
|
|
|
|
|
Shawn W. Coady (5)
|
|
2,558,195
|
|
|
2.10
|
%
|
James M. Collingsworth (6)
|
|
74,750
|
|
|
*
|
|
Stephen L. Cropper (7)
|
|
43,000
|
|
|
*
|
|
Bryan K. Guderian
|
|
40,500
|
|
|
*
|
|
Robert W. Karlovich III (8)
|
|
45,663
|
|
|
*
|
|
James C. Kneale (9)
|
|
44,000
|
|
|
*
|
|
H. Michael Krimbill (10)
|
|
2,232,820
|
|
|
1.83
|
%
|
Kurston P. McMurray (11)
|
|
20,575
|
|
|
*
|
|
Vincent J. Osterman (12)
|
|
3,983,730
|
|
|
3.28
|
%
|
Jared Parker
|
|
—
|
|
|
*
|
|
John T. Raymond (13)
|
|
176,634
|
|
|
*
|
|
L. John Schaufele IV
|
|
—
|
|
|
*
|
|
Lawrence J. Thuillier (14)
|
|
19,779
|
|
|
*
|
|
All directors and executive officers as a group (13 persons) (15)
|
|
9,239,646
|
|
|
7.60
|
%
|
|
(1)
|
Based on
121,568,058
common units outstanding at
May 25, 2018
.
|
(2)
|
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/A filed with the SEC on February 6, 2018.
|
(3)
|
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 February 5, 2018.
|
(4)
|
The mailing address for Harvest Fund Advisors LLC is 100 W. Lancaster, Suite 200, Wayne, PA 19087. Harvest Fund Advisors LLC reported shared voting and dispositive power with respect to all common units beneficially owned. This information related to Harvest Fund Advisors LLC is based upon its Schedule 13G filed with the SEC on April 3, 2018.
|
(5)
|
Dr. Coady owns 78,304 of these common units, which includes 20,000 units that will vest on July 9, 2018, and does not include 20,000 unvested units which were reported on Dr. Coady’s Form 4 which will vest on July 8, 2019. 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 member. 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
|
(6)
|
Mr. Collingsworth owns 70,500 of these common units. 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.
|
(7)
|
Mr. Cropper owns 18,000 of these common units. The Donna L. Cropper Living Trust, of which Mr. Cropper and his spouse, Donna L. Cropper, are the trustees, owns 25,000 of these common units.
|
(8)
|
Does not include
12,500
unvested units that will vest on
November 13, 2018
,
12,500
unvested units that will vest on
February 12, 2019
,
12,500
unvested units that will vest on
November 13, 2019
,
12,500
unvested units that will vest on
February 11, 2020
and
12,500
unvested units that will vest on
November 10, 2020
.
|
(9)
|
Units are held in The Suzanne and Jim Kneale Living Trust, of whom Mr. Kneale and his wife are trustees.
|
(10)
|
Mr. Krimbill owns 724,417 of these common units, which includes 100,000 units that will vest on July 9, 2018, but does not include 100,000 unvested units that will vest on July 8, 2019. All of the unvested units noted above were reported on Mr. Krimbill’s Form 4. Krim2010, LLC owns 904,848 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 also owns 240,000 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, of which Mr. Krimbill is the trustee.
|
(11)
|
Does not include
7,500
unvested units that will vest on
November 13, 2018
,
7,500
unvested units that will vest on
February 12, 2019
,
7,500
unvested units that will vest on
November 13, 2019
,
7,500
unvested units that will vest on
February 11, 2020
and
7,500
unvested units that will vest on
November 10, 2020
.
|
(12)
|
Mr. Osterman owns 129,093 of these common units which does not include
10,000
unvested units that will vest on
November 13, 2018
,
10,000
unvested units that will vest on
February 12, 2019
,
10,000
unvested units that will vest on
November 13, 2019
,
10,000
unvested units that will vest on
February 11, 2020
and
10,000
unvested units that will vest on
November 10, 2020
that 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 798,393 common units and shared voting and investment power (with his father, Ernest Osterman) over 3,185,337 common units, but disclaims beneficial ownership except to the extent of his pecuniary interest therein. Vincent J. Osterman also owns a 1.65% interest in our general partner through VE Properties XI LLC.
|
(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)
|
Does not include
5,000
unvested units that will vest on
November 13, 2018
,
5,000
unvested units that will vest on
February 12, 2019
,
5,000
unvested units that will vest on
November 13, 2019
,
5,000
unvested units that will vest on
February 11, 2020
and
5,000
unvested units that will vest on
November 10, 2020
.
|
(15)
|
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)
|
|
2,278,875
|
|
|
—
|
|
|
1,277,668
|
|
Total
|
|
2,278,875
|
|
|
—
|
|
|
1,277,668
|
|
|
(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 51,839,254 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 2018 ($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 $80.9 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
|
$
|
24,865
|
|
Purchases from SemGroup
|
$
|
29,895
|
|
Sales to WPX
|
$
|
4,231
|
|
Purchases from WPX
|
$
|
162,773
|
|
Entity
|
|
Nature of Purchases
|
|
Amount
Purchased
|
|
Ownership Interest
in Entity
|
|||
|
|
|
|
(in thousands)
|
|
|
|||
Shawn W. Coady
|
|
|
|
|
|
|
|||
Hicks Motor Sales
|
|
Vehicle purchases
|
|
$
|
772
|
|
|
50
|
%
|
Vincent J. Osterman
|
|
|
|
|
|
|
|||
VE Properties III, LLC
|
|
Office space rental
|
|
$
|
153
|
|
|
100
|
%
|
H. Michael Krimbill
|
|
|
|
|
|
|
|||
Pinnacle Aviation 2007, LLC
|
|
Aircraft rental
|
|
$
|
102
|
|
|
50
|
%
|
H. Michael Krimbill
|
|
|
|
|
|
|
|||
KAIR2014 LLC
|
|
Aircraft rental
|
|
$
|
76
|
|
|
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
|
•
|
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,
|
||||||
|
|
2018
|
|
2017
|
||||
Audit fees (1)
|
|
$
|
2,507,000
|
|
|
$
|
2,646,096
|
|
Audit-related fees
|
|
—
|
|
|
—
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
2,507,000
|
|
|
$
|
2,646,096
|
|
|
(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.
|
(a)
|
The following documents are filed as part of this Annual Report:
|
1.
|
Financial Statements
. 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
|
|
|
2.2
|
|
|
2.3
|
|
|
2.4
|
|
|
2.5
|
|
|
2.6
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
3.7
|
|
|
3.8
|
|
|
3.9
|
|
|
4.1
|
|
|
4.2
|
|
Exhibit Number
|
Description
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
4.17
|
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
Exhibit Number
|
Description
|
|
4.21
|
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
|
4.25
|
|
|
4.26
|
|
|
4.27
|
|
|
4.28
|
|
|
4.29
|
|
|
4.30
|
|
|
4.31
|
|
|
4.32
|
|
|
4.33
|
|
|
4.34
|
|
|
4.35
|
|
|
4.36
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
Exhibit Number
|
Description
|
|
10.4
|
|
|
10.5
|
|
|
10.6*
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12+
|
|
|
10.13+
|
|
|
10.14+
|
|
|
10.15+
|
|
|
12.1*
|
|
|
21.1*
|
|
|
23.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
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, 2018
and
2017
, (ii) Consolidated Statements of Operations for the years ended
March 31, 2018
,
2017
, and
2016
, (iii) Consolidated Statements of Comprehensive
(Loss) Income
for the years ended
March 31, 2018
,
2017
, and
2016
, (iv) Consolidated Statements of Changes in Equity for the years ended
March 31, 2018
,
2017
, and
2016
, (v) Consolidated Statements of Cash Flows for the years ended
March 31, 2018
,
2017
, and
2016
, 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
|
NGL ENERGY PARTNERS LP
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
F-
2
|
|
|
Consolidated Balance Sheets at March 31, 2018 and 2017
|
F-
4
|
|
|
Consolidated Statements of Operations for the years ended March 31, 2018, 2017, and 2016
|
F-
5
|
|
|
Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2018, 2017, and 2016
|
F-
6
|
|
|
Consolidated Statements of Changes in Equity for the years ended March 31, 2018, 2017, and 2016
|
F-
7
|
|
|
Consolidated Statements of Cash Flows for the years ended March 31, 2018, 2017, and 2016
|
F-
8
|
|
|
Notes to Consolidated Financial Statements
|
F-
9
|
/s/ GRANT THORNTON LLP
|
|
|
|
We have served as the Partnership’s auditor since 2010.
|
|
|
|
Tulsa, Oklahoma
|
|
May 30, 2018
|
|
/s/ GRANT THORNTON LLP
|
|
|
|
Tulsa, Oklahoma
|
|
May 30, 2018
|
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
26,207
|
|
|
$
|
12,264
|
|
Accounts receivable-trade, net of allowance for doubtful accounts of $5,347 and $5,234, respectively
|
1,072,688
|
|
|
800,607
|
|
||
Accounts receivable-affiliates
|
4,772
|
|
|
6,711
|
|
||
Inventories
|
564,553
|
|
|
561,432
|
|
||
Prepaid expenses and other current assets
|
131,538
|
|
|
103,193
|
|
||
Total current assets
|
1,799,758
|
|
|
1,484,207
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $443,066 and $375,594, respectively
|
1,719,947
|
|
|
1,790,273
|
|
||
GOODWILL
|
1,312,558
|
|
|
1,451,716
|
|
||
INTANGIBLE ASSETS, net of accumulated amortization of $486,456 and $414,605, respectively
|
1,054,482
|
|
|
1,163,956
|
|
||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
17,236
|
|
|
187,423
|
|
||
LOAN RECEIVABLE-AFFILIATE
|
1,200
|
|
|
3,200
|
|
||
OTHER NONCURRENT ASSETS
|
245,941
|
|
|
239,604
|
|
||
Total assets
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable-trade
|
$
|
860,629
|
|
|
$
|
658,021
|
|
Accounts payable-affiliates
|
1,254
|
|
|
7,918
|
|
||
Accrued expenses and other payables
|
230,087
|
|
|
207,125
|
|
||
Advance payments received from customers
|
21,216
|
|
|
35,944
|
|
||
Current maturities of long-term debt
|
3,196
|
|
|
29,590
|
|
||
Total current liabilities
|
1,116,382
|
|
|
938,598
|
|
||
LONG-TERM DEBT, net of debt issuance costs of $20,645 and $33,458, respectively, and current maturities
|
2,682,628
|
|
|
2,963,483
|
|
||
OTHER NONCURRENT LIABILITIES
|
173,514
|
|
|
184,534
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 9)
|
|
|
|
|
|
||
|
|
|
|
||||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 19,942,169 and 19,942,169 preferred units issued and outstanding, respectively
|
82,576
|
|
|
63,890
|
|
||
REDEEMABLE NONCONTROLLING INTEREST
|
9,927
|
|
|
3,072
|
|
||
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
General partner, representing a 0.1% interest, 121,594 and 120,300 notional units, respectively
|
(50,819
|
)
|
|
(50,529
|
)
|
||
Limited partners, representing a 99.9% interest, 121,472,725 and 120,179,407 common units issued and outstanding, respectively
|
1,852,495
|
|
|
2,192,413
|
|
||
Class B preferred limited partners, 8,400,000 and 0 preferred units issued and outstanding, respectively
|
202,731
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(1,815
|
)
|
|
(1,828
|
)
|
||
Noncontrolling interests
|
83,503
|
|
|
26,746
|
|
||
Total equity
|
2,086,095
|
|
|
2,166,802
|
|
||
Total liabilities and equity
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
$
|
2,260,075
|
|
|
$
|
1,666,884
|
|
|
$
|
3,217,079
|
|
Water Solutions
|
229,139
|
|
|
159,601
|
|
|
185,001
|
|
|||
Liquids
|
2,070,015
|
|
|
1,439,088
|
|
|
1,194,479
|
|
|||
Retail Propane
|
521,392
|
|
|
413,109
|
|
|
352,977
|
|
|||
Refined Products and Renewables
|
12,200,923
|
|
|
9,342,702
|
|
|
6,792,112
|
|
|||
Other
|
1,174
|
|
|
844
|
|
|
462
|
|
|||
Total Revenues
|
17,282,718
|
|
|
13,022,228
|
|
|
11,742,110
|
|
|||
COST OF SALES:
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
2,113,747
|
|
|
1,572,015
|
|
|
3,111,717
|
|
|||
Water Solutions
|
19,345
|
|
|
4,068
|
|
|
(7,336
|
)
|
|||
Liquids
|
1,982,552
|
|
|
1,334,116
|
|
|
1,037,118
|
|
|||
Retail Propane
|
269,367
|
|
|
191,589
|
|
|
156,757
|
|
|||
Refined Products and Renewables
|
12,150,497
|
|
|
9,219,721
|
|
|
6,540,599
|
|
|||
Other
|
530
|
|
|
400
|
|
|
182
|
|
|||
Total Cost of Sales
|
16,536,038
|
|
|
12,321,909
|
|
|
10,839,037
|
|
|||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Operating
|
330,857
|
|
|
307,925
|
|
|
401,118
|
|
|||
General and administrative
|
109,451
|
|
|
116,566
|
|
|
139,541
|
|
|||
Depreciation and amortization
|
252,712
|
|
|
223,205
|
|
|
228,924
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
(105,313
|
)
|
|
(209,177
|
)
|
|
320,766
|
|
|||
Revaluation of liabilities
|
20,716
|
|
|
6,717
|
|
|
(82,673
|
)
|
|||
Operating Income (Loss)
|
138,257
|
|
|
255,083
|
|
|
(104,603
|
)
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated entities
|
7,964
|
|
|
3,084
|
|
|
16,121
|
|
|||
Revaluation of investments
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|||
Interest expense
|
(199,570
|
)
|
|
(150,478
|
)
|
|
(133,089
|
)
|
|||
(Loss) gain on early extinguishment of liabilities, net
|
(23,201
|
)
|
|
24,727
|
|
|
28,532
|
|
|||
Other income, net
|
8,403
|
|
|
27,762
|
|
|
5,575
|
|
|||
(Loss) Income Before Income Taxes
|
(68,147
|
)
|
|
145,813
|
|
|
(187,464
|
)
|
|||
INCOME TAX (EXPENSE) BENEFIT
|
(1,458
|
)
|
|
(1,939
|
)
|
|
367
|
|
|||
Net (Loss) Income
|
(69,605
|
)
|
|
143,874
|
|
|
(187,097
|
)
|
|||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|||
LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
(70,875
|
)
|
|
137,042
|
|
|
(198,929
|
)
|
|||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
(59,697
|
)
|
|
(30,142
|
)
|
|
—
|
|
|||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER
|
(5
|
)
|
|
(232
|
)
|
|
(47,620
|
)
|
|||
LESS: REPURCHASE OF WARRANTS
|
(349
|
)
|
|
—
|
|
|
—
|
|
|||
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS
|
$
|
(130,926
|
)
|
|
$
|
106,668
|
|
|
$
|
(246,549
|
)
|
BASIC (LOSS) INCOME PER COMMON UNIT
|
$
|
(1.08
|
)
|
|
$
|
0.99
|
|
|
$
|
(2.35
|
)
|
DILUTED (LOSS) INCOME PER COMMON UNIT
|
$
|
(1.08
|
)
|
|
$
|
0.95
|
|
|
$
|
(2.35
|
)
|
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
120,991,340
|
|
|
108,091,486
|
|
|
104,838,886
|
|
|||
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
120,991,340
|
|
|
111,850,621
|
|
|
104,838,886
|
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net (loss) income
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
|
$
|
(187,097
|
)
|
Other comprehensive income (loss)
|
13
|
|
|
(1,671
|
)
|
|
(48
|
)
|
|||
Comprehensive (loss) income
|
$
|
(69,592
|
)
|
|
$
|
142,203
|
|
|
$
|
(187,145
|
)
|
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
Class B Preferred
|
|
Common
|
|
|
|
|
|
|
||||||||||||||||||
|
General
Partner
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||
BALANCES AT MARCH 31, 2015
|
$
|
(37,000
|
)
|
|
—
|
|
|
$
|
—
|
|
|
103,794,870
|
|
|
$
|
2,183,551
|
|
|
$
|
(109
|
)
|
|
$
|
546,990
|
|
|
$
|
2,693,432
|
|
Distributions to general and common unit partners (Note 10)
|
(61,485
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260,522
|
)
|
|
—
|
|
|
—
|
|
|
(322,007
|
)
|
||||||
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,720
|
)
|
|
(35,720
|
)
|
||||||
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 (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,165,053
|
|
|
33,290
|
|
|
—
|
|
|
—
|
|
|
33,290
|
|
||||||
Common unit repurchases (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
||||||
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
(287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,294
|
)
|
|
—
|
|
|
—
|
|
|
(181,581
|
)
|
||||||
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,292
|
)
|
|
(3,292
|
)
|
||||||
Contributions
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
—
|
|
|
1,173
|
|
|
721
|
|
||||||
Business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
218,617
|
|
|
3,940
|
|
|
—
|
|
|
—
|
|
|
3,940
|
|
||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
(12,602
|
)
|
|
(12,817
|
)
|
||||||
Equity issued pursuant to incentive compensation plan (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,350,082
|
|
|
68,414
|
|
|
—
|
|
|
—
|
|
|
68,414
|
|
||||||
Common units issued, net of offering costs (Note 10)
|
288
|
|
|
—
|
|
|
—
|
|
|
13,441,135
|
|
|
286,848
|
|
|
—
|
|
|
—
|
|
|
287,136
|
|
||||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,534
|
|
|
—
|
|
|
—
|
|
|
131,534
|
|
||||||
Issuance of warrants, net of offering costs (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,550
|
|
|
—
|
|
|
—
|
|
|
48,550
|
|
||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,999
|
)
|
|
—
|
|
|
—
|
|
|
(8,999
|
)
|
||||||
Transfer of redeemable noncontrolling interest (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,072
|
)
|
|
(3,072
|
)
|
||||||
Net income
|
232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,810
|
|
|
—
|
|
|
6,832
|
|
|
143,874
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,671
|
)
|
|
—
|
|
|
(1,671
|
)
|
||||||
BALANCES AT MARCH 31, 2017
|
(50,529
|
)
|
|
—
|
|
|
—
|
|
|
120,179,407
|
|
|
2,192,413
|
|
|
(1,828
|
)
|
|
26,746
|
|
|
2,166,802
|
|
||||||
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229,469
|
)
|
|
—
|
|
|
—
|
|
|
(229,792
|
)
|
||||||
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,082
|
)
|
|
(3,082
|
)
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
||||||
Sawtooth joint venture (Note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,981
|
)
|
|
—
|
|
|
76,214
|
|
|
59,233
|
|
||||||
Purchase of noncontrolling interest (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,245
|
)
|
|
—
|
|
|
(16,638
|
)
|
|
(22,883
|
)
|
||||||
Redeemable noncontrolling interest valuation adjustment (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
||||||
Repurchase of warrants (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
||||||
Equity issued pursuant to incentive compensation plan (Note 10)
|
28
|
|
|
—
|
|
|
—
|
|
|
2,260,011
|
|
|
34,623
|
|
|
—
|
|
|
—
|
|
|
34,651
|
|
||||||
Common unit repurchases and cancellations (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,574,346
|
)
|
|
(15,817
|
)
|
|
—
|
|
|
—
|
|
|
(15,817
|
)
|
||||||
Warrants exercised (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
607,653
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,781
|
)
|
|
—
|
|
|
—
|
|
|
(18,781
|
)
|
||||||
Issuance of Class B preferred units, net of offering costs (Note 10)
|
—
|
|
|
8,400,000
|
|
|
202,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,731
|
|
||||||
Net income (loss)
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,880
|
)
|
|
—
|
|
|
240
|
|
|
(70,635
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
BALANCES AT MARCH 31, 2018
|
$
|
(50,819
|
)
|
|
8,400,000
|
|
|
$
|
202,731
|
|
|
121,472,725
|
|
|
$
|
1,852,495
|
|
|
$
|
(1,815
|
)
|
|
$
|
83,503
|
|
|
$
|
2,086,095
|
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
|
$
|
(187,097
|
)
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization, including amortization of debt issuance costs
|
269,430
|
|
|
237,795
|
|
|
249,211
|
|
|||
Loss (gain) on early extinguishment or revaluation of liabilities, net
|
43,917
|
|
|
(18,010
|
)
|
|
(111,205
|
)
|
|||
Gain on termination of a storage sublease agreement
|
—
|
|
|
(16,205
|
)
|
|
—
|
|
|||
Non-cash equity-based compensation expense
|
35,241
|
|
|
53,102
|
|
|
51,565
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
(105,313
|
)
|
|
(209,177
|
)
|
|
320,766
|
|
|||
Provision for doubtful accounts
|
2,415
|
|
|
1,029
|
|
|
5,628
|
|
|||
Net adjustments to fair value of commodity derivatives
|
116,878
|
|
|
56,356
|
|
|
(103,223
|
)
|
|||
Equity in earnings of unconsolidated entities
|
(7,964
|
)
|
|
(3,084
|
)
|
|
(16,121
|
)
|
|||
Distributions of earnings from unconsolidated entities
|
4,632
|
|
|
3,564
|
|
|
17,404
|
|
|||
Revaluation of investments
|
—
|
|
|
14,365
|
|
|
—
|
|
|||
Other
|
765
|
|
|
(5,036
|
)
|
|
(5,854
|
)
|
|||
Changes in operating assets and liabilities, exclusive of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable-trade and affiliates
|
(296,851
|
)
|
|
(269,425
|
)
|
|
505,540
|
|
|||
Inventories
|
(7,708
|
)
|
|
(192,190
|
)
|
|
74,686
|
|
|||
Other current and noncurrent assets
|
(19,738
|
)
|
|
(53,173
|
)
|
|
10,572
|
|
|||
Accounts payable-trade and affiliates
|
195,542
|
|
|
239,047
|
|
|
(439,709
|
)
|
|||
Other current and noncurrent liabilities
|
(23,999
|
)
|
|
(7,072
|
)
|
|
(20,668
|
)
|
|||
Net cash provided by (used in) operating activities
|
137,642
|
|
|
(24,240
|
)
|
|
351,495
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(156,214
|
)
|
|
(363,871
|
)
|
|
(661,885
|
)
|
|||
Acquisitions, net of cash acquired
|
(50,417
|
)
|
|
(122,832
|
)
|
|
(234,652
|
)
|
|||
Cash flows from settlements of commodity derivatives
|
(100,654
|
)
|
|
(37,442
|
)
|
|
105,662
|
|
|||
Proceeds from sales of assets
|
36,590
|
|
|
29,566
|
|
|
8,455
|
|
|||
Proceeds from divestitures of businesses and investments
|
545,495
|
|
|
134,370
|
|
|
343,135
|
|
|||
Transaction with an unconsolidated entity (Note 13)
|
(6,424
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in unconsolidated entities
|
(21,465
|
)
|
|
(2,105
|
)
|
|
(11,431
|
)
|
|||
Distributions of capital from unconsolidated entities
|
11,969
|
|
|
9,692
|
|
|
15,792
|
|
|||
Loan for natural gas liquids facility
|
—
|
|
|
—
|
|
|
(3,913
|
)
|
|||
Repayments on loan for natural gas liquids facility
|
10,052
|
|
|
8,916
|
|
|
7,618
|
|
|||
Loan to affiliate
|
(2,510
|
)
|
|
(3,200
|
)
|
|
(15,621
|
)
|
|||
Repayments on loan to affiliate
|
4,160
|
|
|
655
|
|
|
1,513
|
|
|||
Payment to terminate development agreement
|
—
|
|
|
(16,875
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
270,582
|
|
|
(363,126
|
)
|
|
(445,327
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facilities
|
2,434,500
|
|
|
1,700,000
|
|
|
2,602,500
|
|
|||
Payments on revolving credit facilities
|
(2,279,500
|
)
|
|
(2,733,500
|
)
|
|
(2,133,000
|
)
|
|||
Issuance of senior unsecured notes
|
—
|
|
|
1,200,000
|
|
|
—
|
|
|||
Repayment and repurchase of senior secured and senior unsecured notes
|
(486,699
|
)
|
|
(21,193
|
)
|
|
(43,421
|
)
|
|||
Proceeds from borrowings under other long-term debt
|
—
|
|
|
—
|
|
|
53,223
|
|
|||
Payments on other long-term debt
|
(4,713
|
)
|
|
(49,786
|
)
|
|
(5,087
|
)
|
|||
Debt issuance costs
|
(2,700
|
)
|
|
(33,558
|
)
|
|
(10,237
|
)
|
|||
Contributions from general partner
|
—
|
|
|
49
|
|
|
54
|
|
|||
Contributions from noncontrolling interest owners, net
|
23
|
|
|
672
|
|
|
11,547
|
|
|||
Distributions to general and common unit partners and preferred unitholders
|
(225,067
|
)
|
|
(181,581
|
)
|
|
(322,007
|
)
|
|||
Distributions to noncontrolling interest owners
|
(3,082
|
)
|
|
(3,292
|
)
|
|
(35,720
|
)
|
|||
Proceeds from sale of preferred units, net of offering costs
|
202,731
|
|
|
234,975
|
|
|
—
|
|
|||
Repurchase of warrants
|
(10,549
|
)
|
|
—
|
|
|
—
|
|
|||
Common unit repurchases and cancellations
|
(15,817
|
)
|
|
—
|
|
|
(17,680
|
)
|
|||
Proceeds from sale of common units, net of offering costs
|
—
|
|
|
287,136
|
|
|
—
|
|
|||
Payments for settlement and early extinguishment of liabilities
|
(3,408
|
)
|
|
(28,468
|
)
|
|
—
|
|
|||
Taxes paid on behalf of equity incentive plan participants
|
—
|
|
|
—
|
|
|
(19,395
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(72
|
)
|
|||
Net cash (used in) provided by financing activities
|
(394,281
|
)
|
|
371,454
|
|
|
80,705
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
13,943
|
|
|
(15,912
|
)
|
|
(13,127
|
)
|
|||
Cash and cash equivalents, beginning of period
|
12,264
|
|
|
28,176
|
|
|
41,303
|
|
|||
Cash and cash equivalents, end of period
|
$
|
26,207
|
|
|
$
|
12,264
|
|
|
$
|
28,176
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash interest paid
|
$
|
192,938
|
|
|
$
|
117,912
|
|
|
$
|
117,185
|
|
Income taxes paid (net of income tax refunds)
|
$
|
1,843
|
|
|
$
|
2,022
|
|
|
$
|
2,300
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Distributions declared but not paid to Class B preferred unitholders
|
$
|
4,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued capital expenditures
|
$
|
12,123
|
|
|
$
|
1,758
|
|
|
$
|
1,907
|
|
Value of common units issued in business combinations
|
$
|
—
|
|
|
$
|
3,940
|
|
|
$
|
19,108
|
|
•
|
Our Crude Oil Logistics segment purchases crude oil from producers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling, trucking, marine and pipeline transportation services through its owned assets.
|
•
|
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, drilling fluids and drilling muds and performs truck and frac tank washouts. In addition, our Water Solutions segment sells the recovered hydrocarbons that result from performing these services.
|
•
|
Our Liquids segment supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada using its leased underground storage and fleet of leased railcars, markets regionally through its
21
owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah.
See
Note 15
for a discussion of the joint venture of our Sawtooth NGL Caverns, LLC (“Sawtooth”) business.
|
•
|
Our Retail Propane segment sells propane, distillates, equipment and supplies to end users consisting of residential, agricultural, commercial, and industrial customers and to certain resellers in
21
states and the District of Columbia.
See
Note 15
for a discussion of the sale of a portion of our Retail Propane segment.
|
•
|
Our Refined Products and Renewables segment
conducts gasoline, diesel, ethanol, and biodiesel marketing operations
,
purchase
s
refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and
schedule
s
them for delivery at various locations throughout the country.
In addition, in certain storage locations, our Refined Products and Renewables segment may also purchase unfinished gasoline blending components for subsequent blending into finished gasoline to supply our marketing business as well as third parties.
|
•
|
Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
|
•
|
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties.
|
•
|
Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
Segment
|
|
Gross
Receivable |
|
Allowance for
Doubtful Accounts |
|
Net
|
|
Gross
Receivable |
|
Allowance for
Doubtful Accounts |
|
Net
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Crude Oil Logistics
|
|
$
|
404,865
|
|
|
$
|
—
|
|
|
$
|
404,865
|
|
|
$
|
345,049
|
|
|
$
|
(3
|
)
|
|
$
|
345,046
|
|
Water Solutions
|
|
59,958
|
|
|
(2,952
|
)
|
|
57,006
|
|
|
34,335
|
|
|
(2,789
|
)
|
|
31,546
|
|
||||||
Liquids
|
|
131,006
|
|
|
(20
|
)
|
|
130,986
|
|
|
94,390
|
|
|
(293
|
)
|
|
94,097
|
|
||||||
Retail Propane
|
|
47,070
|
|
|
(1,146
|
)
|
|
45,924
|
|
|
46,329
|
|
|
(1,280
|
)
|
|
45,049
|
|
||||||
Refined Products and Renewables
|
|
435,136
|
|
|
(1,229
|
)
|
|
433,907
|
|
|
285,664
|
|
|
(869
|
)
|
|
284,795
|
|
||||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
||||||
Total
|
|
$
|
1,078,035
|
|
|
$
|
(5,347
|
)
|
|
$
|
1,072,688
|
|
|
$
|
805,841
|
|
|
$
|
(5,234
|
)
|
|
$
|
800,607
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Allowance for doubtful accounts, beginning of period
|
|
$
|
(5,234
|
)
|
|
$
|
(6,928
|
)
|
|
$
|
(4,367
|
)
|
Provision for doubtful accounts
|
|
(2,415
|
)
|
|
(1,029
|
)
|
|
(5,628
|
)
|
|||
Write off of uncollectible accounts
|
|
2,302
|
|
|
2,723
|
|
|
3,067
|
|
|||
Allowance for doubtful accounts, end of period
|
|
$
|
(5,347
|
)
|
|
$
|
(5,234
|
)
|
|
$
|
(6,928
|
)
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Crude oil
|
|
$
|
77,351
|
|
|
$
|
146,857
|
|
Natural gas liquids:
|
|
|
|
|
||||
Propane
|
|
45,262
|
|
|
38,631
|
|
||
Butane
|
|
12,613
|
|
|
5,992
|
|
||
Other
|
|
6,515
|
|
|
6,035
|
|
||
Refined products:
|
|
|
|
|
||||
Gasoline
|
|
253,329
|
|
|
193,051
|
|
||
Diesel
|
|
115,983
|
|
|
98,237
|
|
||
Renewables:
|
|
|
|
|
||||
Ethanol
|
|
38,093
|
|
|
42,009
|
|
||
Biodiesel
|
|
10,596
|
|
|
21,410
|
|
||
Other
|
|
4,811
|
|
|
9,210
|
|
||
Total
|
|
$
|
564,553
|
|
|
$
|
561,432
|
|
|
|
|
|
Ownership
|
|
Date Acquired
|
|
March 31,
|
||||||
Entity
|
|
Segment
|
|
Interest (1)
|
|
or Formed
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Glass Mountain Pipeline, LLC (2)
|
|
Crude Oil Logistics
|
|
—%
|
|
December 2013
|
|
$
|
—
|
|
|
$
|
172,098
|
|
E Energy Adams, LLC (3)
|
|
Refined Products and Renewables
|
|
20%
|
|
December 2013
|
|
15,142
|
|
|
12,952
|
|
||
Water treatment and disposal facility (4)
|
|
Water Solutions
|
|
50%
|
|
August 2015
|
|
2,094
|
|
|
2,147
|
|
||
Victory Propane, LLC (5)
|
|
Retail Propane
|
|
50%
|
|
April 2015
|
|
—
|
|
|
226
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
17,236
|
|
|
$
|
187,423
|
|
|
(1)
|
Ownership interest percentages are at
March 31, 2018
.
|
(2)
|
On December 22, 2017, we sold our previously held
50%
interest in Glass Mountain
Pipeline, LLC
for net proceeds of
$292.1 million
and recorded a gain on disposal of
$108.6 million
during the three months ended December 31, 2017
within
(gain) loss on disposal or impairment of assets, net
in our consolidated statement of operations.
As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Crude Oil Logistics segment have not been classified as discontinued operations.
|
(3)
|
See
Note 17
related to the sale of our interest in E Energy Adams, LLC subsequent to
March 31, 2018
.
|
(4)
|
This is an investment in an unincorporated joint venture.
|
(5)
|
As our investment is
$0
at
March 31, 2018
, our proportionate share of Victory Propane, LLC’s (“Victory Propane”) losses have been recorded against the loan receivable we have with Victory Propane. See
Note 13
for a further discussion of the loan receivable and a description of other transactions between us and Victory Propane.
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Current assets
|
$
|
25,232
|
|
|
$
|
28,550
|
|
Noncurrent assets
|
$
|
102,780
|
|
|
$
|
294,705
|
|
Current liabilities
|
$
|
17,300
|
|
|
$
|
20,764
|
|
Noncurrent liabilities
|
$
|
12,486
|
|
|
$
|
17,119
|
|
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Revenues
|
$
|
187,368
|
|
|
$
|
183,702
|
|
|
$
|
273,857
|
|
Cost of sales
|
$
|
117,101
|
|
|
$
|
115,896
|
|
|
$
|
107,425
|
|
Net income
|
$
|
30,025
|
|
|
$
|
17,969
|
|
|
$
|
46,595
|
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Loan receivable (1)
|
|
$
|
29,463
|
|
|
$
|
40,684
|
|
Line fill (2)
|
|
34,897
|
|
|
30,628
|
|
||
Tank bottoms (3)
|
|
42,044
|
|
|
42,044
|
|
||
Minimum shipping fees - pipeline commitments (4)
|
|
88,757
|
|
|
67,996
|
|
||
Other
|
|
50,780
|
|
|
58,252
|
|
||
Total
|
|
$
|
245,941
|
|
|
$
|
239,604
|
|
|
(1)
|
Represents the noncurrent portion of
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 product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At
March 31, 2018
, line fill consisted of
360,425
barrels of crude oil and
262,000
barrels of propane. At
March 31, 2017
, line fill consisted of
427,193
barrels of crude oil. Line fill held in pipelines we own is included within property, plant and equipment (see
Note 5
).
|
(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, 2018
and
2017
, tank bottoms held in third party terminals consisted of
366,212
barrels and
366,212
barrels of refined products, respectively. Tank bottoms held in terminals we own are included within property, plant and equipment (see
Note 5
).
|
(4)
|
Represents the minimum shipping fees paid in excess of volumes shipped for
two
contracts. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see
Note 9
). Under these contracts, we currently have
2.1 years
and
2.5 years
, respectively, in which to ship the excess volumes.
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Accrued compensation and benefits
|
|
$
|
22,841
|
|
|
$
|
22,227
|
|
Excise and other tax liabilities
|
|
41,731
|
|
|
64,051
|
|
||
Derivative liabilities
|
|
51,039
|
|
|
27,622
|
|
||
Accrued interest
|
|
40,024
|
|
|
44,418
|
|
||
Product exchange liabilities
|
|
11,842
|
|
|
1,693
|
|
||
Deferred gain on sale of general partner interest in TLP
|
|
30,113
|
|
|
30,113
|
|
||
Other
|
|
32,497
|
|
|
17,001
|
|
||
Total
|
|
$
|
230,087
|
|
|
$
|
207,125
|
|
Balance at March 31, 2016
|
|
$
|
—
|
|
Transfer of redeemable noncontrolling interest
|
|
3,072
|
|
|
Balance at March 31, 2017
|
|
3,072
|
|
|
Net income attributable to redeemable noncontrolling interest
|
|
1,030
|
|
|
Redeemable noncontrolling interest valuation adjustment
|
|
5,825
|
|
|
Balance at March 31, 2018
|
|
$
|
9,927
|
|
|
|
Year Ended March 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average units outstanding during the period:
|
|
|
|
|
|
|
|||
Common units - Basic
|
|
120,991,340
|
|
|
108,091,486
|
|
|
104,838,886
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|||
Performance awards
|
|
—
|
|
|
173,087
|
|
|
—
|
|
Warrants
|
|
—
|
|
|
3,586,048
|
|
|
—
|
|
Common units - Diluted
|
|
120,991,340
|
|
|
111,850,621
|
|
|
104,838,886
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands, except unit and per unit amounts)
|
||||||||||
Net (loss) income
|
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
|
$
|
(187,097
|
)
|
Less: Net income attributable to noncontrolling interests
|
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|||
Less: Net income attributable to redeemable noncontrolling interests
|
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to NGL Energy Partners LP
|
|
(70,875
|
)
|
|
137,042
|
|
|
(198,929
|
)
|
|||
Less: Distributions to preferred unitholders
|
|
(59,697
|
)
|
|
(30,142
|
)
|
|
—
|
|
|||
Less: Net income allocated to general partner (1)
|
|
(5
|
)
|
|
(232
|
)
|
|
(47,620
|
)
|
|||
Less: Repurchase of warrants (2)
|
|
(349
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income allocated to common unitholders
|
|
$
|
(130,926
|
)
|
|
$
|
106,668
|
|
|
$
|
(246,549
|
)
|
Basic (loss) income per common unit
|
|
$
|
(1.08
|
)
|
|
$
|
0.99
|
|
|
$
|
(2.35
|
)
|
Diluted (loss) income per common unit
|
|
$
|
(1.08
|
)
|
|
$
|
0.95
|
|
|
$
|
(2.35
|
)
|
Basic weighted average common units outstanding
|
|
120,991,340
|
|
|
108,091,486
|
|
|
104,838,886
|
|
|||
Diluted weighted average common units outstanding
|
|
120,991,340
|
|
|
111,850,621
|
|
|
104,838,886
|
|
|
(1)
|
Net income allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights.
|
(2)
|
This amount represents the excess of the repurchase price over the fair value of the warrants, as discussed further in
Note 10
.
|
•
|
The remaining
50%
interest in NGL Solids Solutions, LLC; and
|
•
|
Two
parcels of land to develop saltwater disposal wells.
|
Current assets
|
$
|
2,372
|
|
Property, plant and equipment
|
11,370
|
|
|
Goodwill
|
2,251
|
|
|
Intangible assets
|
16,765
|
|
|
Current liabilities
|
(1,588
|
)
|
|
Other noncurrent liabilities
|
(291
|
)
|
|
Fair value of net assets acquired
|
$
|
30,879
|
|
|
|
Estimated
|
|
March 31,
|
||||||
Description
|
|
Useful Lives
|
|
2018
|
|
2017
|
||||
|
|
|
|
(in thousands)
|
||||||
Natural gas liquids terminal and storage assets
|
|
2-30 years
|
|
$
|
238,487
|
|
|
$
|
207,825
|
|
Pipeline and related facilities
|
|
30-40 years
|
|
243,616
|
|
|
248,582
|
|
||
Refined products terminal assets and equipment
|
|
15-25 years
|
|
6,736
|
|
|
6,736
|
|
||
Retail propane equipment
|
|
2-30 years
|
|
197,113
|
|
|
239,417
|
|
||
Vehicles and railcars
|
|
3-25 years
|
|
184,273
|
|
|
198,480
|
|
||
Water treatment facilities and equipment
|
|
3-30 years
|
|
601,139
|
|
|
557,100
|
|
||
Crude oil tanks and related equipment
|
|
2-30 years
|
|
218,588
|
|
|
203,003
|
|
||
Barges and towboats
|
|
5-30 years
|
|
92,712
|
|
|
91,037
|
|
||
Information technology equipment
|
|
3-7 years
|
|
38,564
|
|
|
43,880
|
|
||
Buildings and leasehold improvements
|
|
3-40 years
|
|
167,472
|
|
|
161,957
|
|
||
Land
|
|
|
|
63,600
|
|
|
56,545
|
|
||
Tank bottoms and line fill (1)
|
|
|
|
20,118
|
|
|
24,462
|
|
||
Other
|
|
3-20 years
|
|
13,145
|
|
|
39,132
|
|
||
Construction in progress
|
|
|
|
77,450
|
|
|
87,711
|
|
||
|
|
|
|
2,163,013
|
|
|
2,165,867
|
|
||
Accumulated depreciation
|
|
|
|
(443,066
|
)
|
|
(375,594
|
)
|
||
Net property, plant and equipment
|
|
|
|
$
|
1,719,947
|
|
|
$
|
1,790,273
|
|
|
(1)
|
Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost
.
We recover tank bottoms when the storage tanks are removed from service.
Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Depreciation expense
|
|
$
|
128,808
|
|
|
$
|
119,707
|
|
|
$
|
136,938
|
|
Capitalized interest expense
|
|
$
|
182
|
|
|
$
|
6,887
|
|
|
$
|
4,012
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Crude Oil Logistics (1)
|
|
$
|
(3,144
|
)
|
|
$
|
8,124
|
|
|
$
|
54,952
|
|
Water Solutions
|
|
8,117
|
|
|
7,169
|
|
|
1,485
|
|
|||
Liquids
|
|
639
|
|
|
92
|
|
|
(2,992
|
)
|
|||
Retail Propane
|
|
1,136
|
|
|
(287
|
)
|
|
(137
|
)
|
|||
Refined Products and Renewables
|
|
15
|
|
|
91
|
|
|
3,080
|
|
|||
Corporate
|
|
8
|
|
|
(1
|
)
|
|
—
|
|
|||
Total
|
|
$
|
6,771
|
|
|
$
|
15,188
|
|
|
$
|
56,388
|
|
|
(1)
|
Amounts for the
year ended March 31,
2018
primarily relate to losses from the disposal of certain assets and the write-down of other assets, offset by a gain related to the sale of excess pipe. Amounts for the year ended
March 31, 2017
primarily relate to losses from the sale of certain assets, including excess pipe. Amounts for the
year ended March 31,
2016
primarily relate to the write-down of pipe we no longer expected to use in our originally planned pipeline from Colorado to Oklahoma.
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Retail
Propane |
|
Refined
Products and Renewables |
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Balances at March 31, 2016
|
$
|
579,846
|
|
|
$
|
290,915
|
|
|
$
|
266,046
|
|
|
$
|
127,428
|
|
|
$
|
51,127
|
|
|
$
|
1,315,362
|
|
Revisions to acquisition accounting
|
—
|
|
|
(1,110
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(1,166
|
)
|
||||||
Acquisitions
|
—
|
|
|
9,803
|
|
|
—
|
|
|
3,055
|
|
|
—
|
|
|
12,858
|
|
||||||
Adjustment to initial impairment estimate
|
—
|
|
|
124,662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,662
|
|
||||||
Balances at March 31, 2017
|
579,846
|
|
|
424,270
|
|
|
266,046
|
|
|
130,427
|
|
|
51,127
|
|
|
1,451,716
|
|
||||||
Revisions to acquisition accounting (Note 4)
|
—
|
|
|
195
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
427
|
|
||||||
Acquisitions (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,251
|
|
|
—
|
|
|
2,251
|
|
||||||
Impairment
|
—
|
|
|
—
|
|
|
(116,877
|
)
|
|
—
|
|
|
—
|
|
|
(116,877
|
)
|
||||||
Disposals (Note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,959
|
)
|
|
—
|
|
|
(24,959
|
)
|
||||||
Balances at March 31, 2018
|
$
|
579,846
|
|
|
$
|
424,465
|
|
|
$
|
149,169
|
|
|
$
|
107,951
|
|
|
$
|
51,127
|
|
|
$
|
1,312,558
|
|
|
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
Description
|
|
Amortizable
Lives
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||
|
|
|
|
(in thousands)
|
||||||||||||||||||||||
Amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
3-20 years
|
|
$
|
882,382
|
|
|
$
|
(372,944
|
)
|
|
$
|
509,438
|
|
|
$
|
906,782
|
|
|
$
|
(316,242
|
)
|
|
$
|
590,540
|
|
Customer commitments
|
|
10 years
|
|
310,000
|
|
|
(43,917
|
)
|
|
266,083
|
|
|
310,000
|
|
|
(12,917
|
)
|
|
297,083
|
|
||||||
Pipeline capacity rights
|
|
30 years
|
|
161,785
|
|
|
(17,045
|
)
|
|
144,740
|
|
|
161,785
|
|
|
(11,652
|
)
|
|
150,133
|
|
||||||
Rights-of-way and easements
|
|
1-40 years
|
|
63,995
|
|
|
(3,214
|
)
|
|
60,781
|
|
|
63,402
|
|
|
(2,154
|
)
|
|
61,248
|
|
||||||
Executory contracts and other agreements
|
|
3-30 years
|
|
42,919
|
|
|
(15,424
|
)
|
|
27,495
|
|
|
29,036
|
|
|
(20,457
|
)
|
|
8,579
|
|
||||||
Non-compete agreements
|
|
2-32 years
|
|
17,779
|
|
|
(7,410
|
)
|
|
10,369
|
|
|
32,984
|
|
|
(17,762
|
)
|
|
15,222
|
|
||||||
Trade names
|
|
1-10 years
|
|
3,601
|
|
|
(1,909
|
)
|
|
1,692
|
|
|
15,439
|
|
|
(13,396
|
)
|
|
2,043
|
|
||||||
Debt issuance costs (1)
|
|
5 years
|
|
40,992
|
|
|
(24,593
|
)
|
|
16,399
|
|
|
38,983
|
|
|
(20,025
|
)
|
|
18,958
|
|
||||||
Total amortizable
|
|
|
|
1,523,453
|
|
|
(486,456
|
)
|
|
1,036,997
|
|
|
1,558,411
|
|
|
(414,605
|
)
|
|
1,143,806
|
|
||||||
Non-amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
|
|
17,485
|
|
|
—
|
|
|
17,485
|
|
|
20,150
|
|
|
—
|
|
|
20,150
|
|
||||||
Total non-amortizable
|
|
|
|
17,485
|
|
|
—
|
|
|
17,485
|
|
|
20,150
|
|
|
—
|
|
|
20,150
|
|
||||||
Total
|
|
|
|
$
|
1,540,938
|
|
|
$
|
(486,456
|
)
|
|
$
|
1,054,482
|
|
|
$
|
1,578,561
|
|
|
$
|
(414,605
|
)
|
|
$
|
1,163,956
|
|
|
(1)
|
Includes debt issuance costs related to the Revolving Credit Facility (as defined herein). Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. We incurred
$9.7 million
in debt issuance costs related to the February 2017 amendment and restatement of our Credit Agreement (as defined herein).
|
|
|
Year Ended March 31,
|
||||||||||
Recorded In
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Depreciation and amortization
|
|
$
|
123,904
|
|
|
$
|
103,498
|
|
|
$
|
91,986
|
|
Cost of sales
|
|
6,099
|
|
|
6,828
|
|
|
6,700
|
|
|||
Interest expense
|
|
4,568
|
|
|
4,471
|
|
|
8,942
|
|
|||
Total
|
|
$
|
134,571
|
|
|
$
|
114,797
|
|
|
$
|
107,628
|
|
Year Ending March 31,
|
|
|
|
2019
|
$
|
129,131
|
|
2020
|
125,745
|
|
|
2021
|
112,630
|
|
|
2022
|
97,517
|
|
|
2023
|
86,513
|
|
|
Thereafter
|
485,461
|
|
|
Total
|
$
|
1,036,997
|
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital borrowings
|
|
969,500
|
|
|
—
|
|
|
969,500
|
|
|
814,500
|
|
|
—
|
|
|
814,500
|
|
||||||
Senior secured notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
(4,559
|
)
|
|
245,441
|
|
||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
5.125% Notes due 2019
|
|
353,424
|
|
|
(1,653
|
)
|
|
351,771
|
|
|
379,458
|
|
|
(3,191
|
)
|
|
376,267
|
|
||||||
6.875% Notes due 2021
|
|
367,048
|
|
|
(4,499
|
)
|
|
362,549
|
|
|
367,048
|
|
|
(5,812
|
)
|
|
361,236
|
|
||||||
7.500% Notes due 2023
|
|
615,947
|
|
|
(8,542
|
)
|
|
607,405
|
|
|
700,000
|
|
|
(11,329
|
)
|
|
688,671
|
|
||||||
6.125% Notes due 2025
|
|
389,135
|
|
|
(5,951
|
)
|
|
383,184
|
|
|
500,000
|
|
|
(8,567
|
)
|
|
491,433
|
|
||||||
Other long-term debt
|
|
11,415
|
|
|
—
|
|
|
11,415
|
|
|
15,525
|
|
|
—
|
|
|
15,525
|
|
||||||
|
|
2,706,469
|
|
|
(20,645
|
)
|
|
2,685,824
|
|
|
3,026,531
|
|
|
(33,458
|
)
|
|
2,993,073
|
|
||||||
Less: Current maturities
|
|
3,196
|
|
|
—
|
|
|
3,196
|
|
|
29,590
|
|
|
—
|
|
|
29,590
|
|
||||||
Long-term debt
|
|
$
|
2,703,273
|
|
|
$
|
(20,645
|
)
|
|
$
|
2,682,628
|
|
|
$
|
2,996,941
|
|
|
$
|
(33,458
|
)
|
|
$
|
2,963,483
|
|
|
(1)
|
Debt issuance costs related to the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.
|
|
|
|
|
Senior Secured
|
|
Interest
|
|
Total Leverage
|
||||
Period Beginning
|
|
Leverage Ratio (1)
|
|
Leverage Ratio (1)
|
|
Coverage Ratio (2)
|
|
Indebtedness Ratio (1)
|
||||
March 31, 2018
|
|
4.75
|
|
|
3.25
|
|
|
2.50
|
|
|
—
|
|
December 31, 2018
|
|
4.75
|
|
|
3.25
|
|
|
2.75
|
|
|
—
|
|
March 31, 2019 and thereafter
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.50
|
|
|
(1)
|
Represents the maximum ratio for the period presented.
|
(2)
|
Represents the minimum ratio for the period presented.
|
|
|
Year Ended March 31,
|
||
|
|
2018
|
||
Senior Secured Notes
|
|
|
||
Notes repurchased
|
|
$
|
230,500
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
250,179
|
|
Loss on early extinguishment of debt (1)
|
|
$
|
(23,971
|
)
|
|
(1)
|
Loss on the early extinguishment of debt for the Senior Secured Notes during the year ended
March 31, 2018
is inclusive of the write-off of debt issuance costs of
$4.3 million
. The loss is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
2019 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
26,034
|
|
|
$
|
9,009
|
|
|
$
|
11,533
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
26,002
|
|
|
$
|
7,099
|
|
|
$
|
6,972
|
|
(Loss) gain on early extinguishment of debt (1)
|
|
$
|
(140
|
)
|
|
$
|
1,759
|
|
|
$
|
4,483
|
|
|
|
|
|
|
|
|
||||||
2021 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
—
|
|
|
$
|
21,241
|
|
|
$
|
61,711
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
—
|
|
|
$
|
14,094
|
|
|
$
|
36,449
|
|
Gain on early extinguishment of debt (2)
|
|
$
|
—
|
|
|
$
|
6,748
|
|
|
$
|
24,049
|
|
|
|
|
|
|
|
|
||||||
2023 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
84,053
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
83,967
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss on early extinguishment of debt (3)
|
|
$
|
(1,136
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
2025 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
110,865
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
107,050
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain on early extinguishment of debt (4)
|
|
$
|
2,046
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
(Loss) gain on the early extinguishment of debt
for the 2019 Notes during the
years ended March 31,
2018
,
2017
and
2016
is inclusive of the write off of debt issuance costs of
$0.2 million
,
$0.2 million
and
$0.1 million
, respectively. The (loss) gain is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
(2)
|
Gain on the early extinguishment of debt
for the 2021 Notes during the
years ended March 31,
2017
and
2016
is inclusive of the write off of debt issuance costs of
$0.4 million
and
$1.2 million
, respectively. The gain is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
(3)
|
Loss on the early extinguishment of debt
for the 2023 Notes during the year ended
March 31, 2018
is inclusive of the write off of debt issuance costs of
$1.2 million
. The loss is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
(4)
|
Gain on the early extinguishment of debt
for the 2025 Notes during the year ended
March 31, 2018
is inclusive of the write off of debt issuance costs of
$1.8 million
. The gain is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
Year Ending March 31,
|
|
Revolving
Credit Facility |
|
Senior Unsecured Notes
|
|
Other
Long-Term
Debt
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,196
|
|
|
$
|
3,196
|
|
2020
|
|
—
|
|
|
353,424
|
|
|
2,344
|
|
|
355,768
|
|
||||
2021
|
|
—
|
|
|
—
|
|
|
5,484
|
|
|
5,484
|
|
||||
2022
|
|
969,500
|
|
|
367,048
|
|
|
292
|
|
|
1,336,840
|
|
||||
2023
|
|
—
|
|
|
—
|
|
|
81
|
|
|
81
|
|
||||
Thereafter
|
|
—
|
|
|
1,005,082
|
|
|
18
|
|
|
1,005,100
|
|
||||
Total
|
|
$
|
969,500
|
|
|
$
|
1,725,554
|
|
|
$
|
11,415
|
|
|
$
|
2,706,469
|
|
Balance at March 31, 2016
|
|
$
|
5,574
|
|
Liabilities incurred
|
|
1,703
|
|
|
Liabilities assumed in acquisitions
|
|
406
|
|
|
Liabilities settled
|
|
(19
|
)
|
|
Accretion expense
|
|
517
|
|
|
Balance at March 31, 2017
|
|
8,181
|
|
|
Liabilities incurred
|
|
592
|
|
|
Liabilities assumed in acquisitions
|
|
21
|
|
|
Liabilities settled
|
|
(549
|
)
|
|
Accretion expense
|
|
888
|
|
|
Balance at March 31, 2018
|
|
$
|
9,133
|
|
Year Ending March 31,
|
|
||
2019
|
$
|
132,861
|
|
2020
|
115,962
|
|
|
2021
|
99,312
|
|
|
2022
|
71,038
|
|
|
2023
|
53,273
|
|
|
Thereafter
|
50,061
|
|
|
Total
|
$
|
522,507
|
|
Year Ending March 31,
|
|
|
|
2019
|
$
|
50,201
|
|
2020
|
41,379
|
|
|
Total
|
$
|
91,580
|
|
|
|
Crude Oil (1)
|
|
Natural Gas Liquids
|
||||||||||
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
Fixed-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
77,015
|
|
|
1,230
|
|
|
$
|
5,616
|
|
|
8,183
|
|
|
|
|
|
|
|
|
|
|
||||||
Index-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
1,403,823
|
|
|
23,559
|
|
|
$
|
502,428
|
|
|
582,456
|
|
2020
|
|
567,987
|
|
|
10,938
|
|
|
—
|
|
|
—
|
|
||
2021
|
|
453,328
|
|
|
9,330
|
|
|
—
|
|
|
—
|
|
||
2022
|
|
363,302
|
|
|
7,738
|
|
|
—
|
|
|
—
|
|
||
2023
|
|
256,327
|
|
|
5,482
|
|
|
—
|
|
|
—
|
|
||
Thereafter
|
|
191,010
|
|
|
4,112
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
3,235,777
|
|
|
61,159
|
|
|
$
|
502,428
|
|
|
582,456
|
|
|
(1)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, we have not entered into corresponding long-term sales contracts for volumes we may not receive.
|
|
|
Crude Oil
|
|
Natural Gas Liquids
|
||||||||||
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
Fixed-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
77,132
|
|
|
1,230
|
|
|
$
|
26,140
|
|
|
30,917
|
|
2020
|
|
—
|
|
|
—
|
|
|
356
|
|
|
415
|
|
||
2021
|
|
—
|
|
|
—
|
|
|
28
|
|
|
30
|
|
||
Total
|
|
$
|
77,132
|
|
|
1,230
|
|
|
$
|
26,524
|
|
|
31,362
|
|
|
|
|
|
|
|
|
|
|
||||||
Index-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
1,261,876
|
|
|
20,262
|
|
|
$
|
438,577
|
|
|
413,866
|
|
2020
|
|
94,660
|
|
|
1,599
|
|
|
2,022
|
|
|
2,253
|
|
||
Total
|
|
$
|
1,356,536
|
|
|
21,861
|
|
|
$
|
440,599
|
|
|
416,119
|
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount
Per Unit
|
|
Amount Paid to
Limited Partners
|
|
Amount Paid to
General Partner
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||
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
|
|
July 22, 2016
|
|
August 4, 2016
|
|
August 12, 2016
|
|
$
|
0.3900
|
|
|
$
|
41,146
|
|
|
$
|
71
|
|
October 20, 2016
|
|
November 4, 2016
|
|
November 14, 2016
|
|
$
|
0.3900
|
|
|
$
|
41,907
|
|
|
$
|
72
|
|
January 19, 2017
|
|
February 3, 2017
|
|
February 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
42,923
|
|
|
$
|
74
|
|
April 24, 2017
|
|
May 8, 2017
|
|
May 15, 2017
|
|
$
|
0.3900
|
|
|
$
|
46,870
|
|
|
$
|
80
|
|
July 20, 2017
|
|
August 4, 2017
|
|
August 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
47,460
|
|
|
$
|
81
|
|
October 19, 2017
|
|
November 6, 2017
|
|
November 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
47,000
|
|
|
$
|
81
|
|
January 23, 2018
|
|
February 6, 2018
|
|
February 14, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,223
|
|
|
$
|
81
|
|
April 24, 2018
|
|
May 7, 2018
|
|
May 15, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,374
|
|
|
$
|
82
|
|
Record Date
|
|
Equivalent Units
Not Eligible |
|
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)
|
||||||||
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
|
|
Date Declared
|
|
Date Paid
|
|
Amount Paid to Class A
Preferred Unitholders |
||
|
|
|
|
(in thousands)
|
||
July 22, 2016
|
|
August 12, 2016
|
|
$
|
1,795
|
|
October 20, 2016
|
|
November 14, 2016
|
|
$
|
6,449
|
|
January 19, 2017
|
|
February 14, 2017
|
|
$
|
6,449
|
|
April 24, 2017
|
|
May 15, 2017
|
|
$
|
6,449
|
|
July 20, 2017
|
|
August 14, 2017
|
|
$
|
6,449
|
|
October 19, 2017
|
|
November 14, 2017
|
|
$
|
6,449
|
|
January 23, 2018
|
|
February 14, 2018
|
|
$
|
6,449
|
|
April 24, 2018
|
|
May 15, 2018
|
|
$
|
6,449
|
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount Paid to Class B
Preferred Unitholders |
||
|
|
|
|
|
|
(in thousands)
|
||
September 18, 2017
|
|
September 29, 2017
|
|
October 16, 2017
|
|
$
|
5,670
|
|
December 19, 2017
|
|
December 29, 2017
|
|
January 15, 2018
|
|
$
|
4,725
|
|
March 19, 2018
|
|
April 2, 2018
|
|
April 16, 2018
|
|
$
|
4,725
|
|
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
|
|
Units granted
|
|
3,124,600
|
|
Units vested and issued
|
|
(2,350,082
|
)
|
Units forfeited
|
|
(363,150
|
)
|
Unvested Service Award units at March 31, 2017
|
|
2,708,500
|
|
Units granted
|
|
1,964,911
|
|
Units vested and issued
|
|
(2,260,011
|
)
|
Units forfeited
|
|
(134,525
|
)
|
Unvested Service Award units at March 31, 2018
|
|
2,278,875
|
|
Year Ending March 31,
|
|
Number of Units
|
|
2019
|
|
935,975
|
|
2020
|
|
969,475
|
|
2021
|
|
373,425
|
|
Total
|
|
2,278,875
|
|
Vesting Date of Tranche
|
|
Performance Period for Tranche
|
July 1, 2018
|
|
July 1, 2015 through June 30, 2018
|
July 1, 2019
|
|
July 1, 2016 through June 30, 2019
|
July 1, 2020
|
|
July 1, 2017 through June 30, 2020
|
Our Relative Total Unitholder Return 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 90th percentile
|
|
200%
|
Unvested Performance Award units at March 31, 2015
|
|
—
|
|
Units granted
|
|
1,041,073
|
|
Units vested and issued
|
|
(349,691
|
)
|
Units forfeited
|
|
(54,000
|
)
|
Unvested Performance Award units at March 31, 2016
|
|
637,382
|
|
Units granted
|
|
932,309
|
|
Units forfeited
|
|
(380,691
|
)
|
Unvested Performance Award units at March 31, 2017
|
|
1,189,000
|
|
Units granted
|
|
224,000
|
|
Units forfeited
|
|
(496,000
|
)
|
Unvested Performance Award units at March 31, 2018
|
|
917,000
|
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||
|
|
Derivative
Assets |
|
Derivative
Liabilities |
|
Derivative
Assets |
|
Derivative
Liabilities |
||||||||
|
|
(in thousands)
|
||||||||||||||
Level 1 measurements
|
|
$
|
5,093
|
|
|
$
|
(20,186
|
)
|
|
$
|
2,590
|
|
|
$
|
(21,113
|
)
|
Level 2 measurements
|
|
48,752
|
|
|
(54,410
|
)
|
|
38,729
|
|
|
(27,799
|
)
|
||||
|
|
53,845
|
|
|
(74,596
|
)
|
|
41,319
|
|
|
(48,912
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Netting of counterparty contracts (1)
|
|
(2,922
|
)
|
|
2,922
|
|
|
(1,508
|
)
|
|
1,508
|
|
||||
Net cash collateral (held) provided
|
|
(1,762
|
)
|
|
17,263
|
|
|
(1,035
|
)
|
|
19,604
|
|
||||
Commodity derivatives
|
|
$
|
49,161
|
|
|
$
|
(54,411
|
)
|
|
$
|
38,776
|
|
|
$
|
(27,800
|
)
|
|
(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,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Prepaid expenses and other current assets
|
|
$
|
49,161
|
|
|
$
|
38,711
|
|
Other noncurrent assets
|
|
—
|
|
|
65
|
|
||
Accrued expenses and other payables
|
|
(51,039
|
)
|
|
(27,622
|
)
|
||
Other noncurrent liabilities
|
|
(3,372
|
)
|
|
(178
|
)
|
||
Net commodity derivative (liability) asset
|
|
$
|
(5,250
|
)
|
|
$
|
10,976
|
|
Contracts
|
|
Settlement Period
|
|
Net Long
(Short) Notional Units (in barrels) |
|
Fair Value
of Net Assets (Liabilities) |
|||
|
|
|
|
(in thousands)
|
|||||
At March 31, 2018:
|
|
|
|
|
|
|
|||
Cross-commodity (1)
|
|
April 2018–March 2019
|
|
155
|
|
|
$
|
(430
|
)
|
Crude oil fixed-price (2)
|
|
April 2018–December 2019
|
|
(1,376
|
)
|
|
(8,960
|
)
|
|
Crude oil index (2)
|
|
April 2018–April 2018
|
|
(10
|
)
|
|
(6
|
)
|
|
Propane fixed-price (2)
|
|
April 2018–February 2019
|
|
14
|
|
|
1,849
|
|
|
Refined products fixed-price (2)
|
|
April 2018–January 2020
|
|
(5,419
|
)
|
|
(17,081
|
)
|
|
Refined products index (2)
|
|
April 2018–April 2018
|
|
(4
|
)
|
|
(17
|
)
|
|
Other
|
|
April 2018–March 2022
|
|
|
|
3,894
|
|
||
|
|
|
|
|
|
(20,751
|
)
|
||
Net cash collateral provided
|
|
|
|
|
|
15,501
|
|
||
Net commodity derivative liability
|
|
|
|
|
|
$
|
(5,250
|
)
|
|
|
|
|
|
|
|
|
|||
At March 31, 2017:
|
|
|
|
|
|
|
|||
Crude oil fixed-price (2)
|
|
April 2017–May 2017
|
|
(800
|
)
|
|
$
|
(55
|
)
|
Propane fixed-price (2)
|
|
April 2017–December 2018
|
|
220
|
|
|
1,082
|
|
|
Refined products fixed-price (2)
|
|
April 2017–January 2019
|
|
(4,682
|
)
|
|
(7,729
|
)
|
|
Refined products index (2)
|
|
April 2017–December 2017
|
|
(18
|
)
|
|
(103
|
)
|
|
Other
|
|
April 2017–March 2022
|
|
|
|
(788
|
)
|
||
|
|
|
|
|
|
(7,593
|
)
|
||
Net cash collateral provided
|
|
|
|
|
|
18,569
|
|
||
Net commodity derivative asset
|
|
|
|
|
|
$
|
10,976
|
|
|
(1)
|
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)
|
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.
|
Year Ended March 31,
|
|
|
||
2018
|
|
$
|
(116,878
|
)
|
2017
|
|
$
|
(56,356
|
)
|
2016
|
|
$
|
103,223
|
|
Senior Unsecured Notes:
|
|
||
2019 Notes
|
$
|
353,208
|
|
2021 Notes
|
$
|
366,819
|
|
2023 Notes
|
$
|
618,072
|
|
2025 Notes
|
$
|
370,651
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude Oil Logistics:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
2,151,203
|
|
|
$
|
1,603,667
|
|
|
$
|
3,170,891
|
|
Crude oil transportation and other
|
|
122,786
|
|
|
70,027
|
|
|
55,882
|
|
|||
Elimination of intersegment sales
|
|
(13,914
|
)
|
|
(6,810
|
)
|
|
(9,694
|
)
|
|||
Total Crude Oil Logistics revenues
|
|
2,260,075
|
|
|
1,666,884
|
|
|
3,217,079
|
|
|||
Water Solutions:
|
|
|
|
|
|
|
||||||
Service fees
|
|
149,114
|
|
|
110,049
|
|
|
136,710
|
|
|||
Recovered hydrocarbons
|
|
58,948
|
|
|
31,103
|
|
|
41,090
|
|
|||
Other revenues
|
|
21,077
|
|
|
18,449
|
|
|
7,201
|
|
|||
Total Water Solutions revenues
|
|
229,139
|
|
|
159,601
|
|
|
185,001
|
|
|||
Liquids:
|
|
|
|
|
|
|
||||||
Propane sales
|
|
1,203,486
|
|
|
807,172
|
|
|
618,919
|
|
|||
Butane sales
|
|
562,066
|
|
|
391,265
|
|
|
317,994
|
|
|||
Other product sales
|
|
432,570
|
|
|
308,031
|
|
|
302,181
|
|
|||
Other revenues
|
|
22,548
|
|
|
32,648
|
|
|
35,943
|
|
|||
Elimination of intersegment sales
|
|
(150,655
|
)
|
|
(100,028
|
)
|
|
(80,558
|
)
|
|||
Total Liquids revenues
|
|
2,070,015
|
|
|
1,439,088
|
|
|
1,194,479
|
|
|||
Retail Propane:
|
|
|
|
|
|
|
||||||
Propane sales
|
|
403,871
|
|
|
308,919
|
|
|
248,673
|
|
|||
Distillate sales
|
|
75,183
|
|
|
64,249
|
|
|
64,868
|
|
|||
Other revenues
|
|
42,457
|
|
|
40,038
|
|
|
39,436
|
|
|||
Elimination of intersegment sales
|
|
(119
|
)
|
|
(97
|
)
|
|
—
|
|
|||
Total Retail Propane revenues
|
|
521,392
|
|
|
413,109
|
|
|
352,977
|
|
|||
Refined Products and Renewables:
|
|
|
|
|
|
|
||||||
Refined products sales
|
|
11,827,222
|
|
|
8,884,976
|
|
|
6,294,008
|
|
|||
Renewables sales
|
|
373,669
|
|
|
447,232
|
|
|
390,753
|
|
|||
Service fees
|
|
300
|
|
|
10,963
|
|
|
108,221
|
|
|||
Elimination of intersegment sales
|
|
(268
|
)
|
|
(469
|
)
|
|
(870
|
)
|
|||
Total Refined Products and Renewables revenues
|
|
12,200,923
|
|
|
9,342,702
|
|
|
6,792,112
|
|
|||
Corporate and Other
|
|
1,174
|
|
|
844
|
|
|
462
|
|
|||
Total revenues
|
|
$
|
17,282,718
|
|
|
$
|
13,022,228
|
|
|
$
|
11,742,110
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
|
$
|
80,387
|
|
|
$
|
54,144
|
|
|
$
|
39,363
|
|
Water Solutions
|
|
98,623
|
|
|
101,758
|
|
|
91,685
|
|
|||
Liquids
|
|
24,937
|
|
|
19,163
|
|
|
15,642
|
|
|||
Retail Propane
|
|
43,692
|
|
|
42,966
|
|
|
35,992
|
|
|||
Refined Products and Renewables
|
|
1,294
|
|
|
1,562
|
|
|
40,861
|
|
|||
Corporate and Other
|
|
3,779
|
|
|
3,612
|
|
|
5,381
|
|
|||
Total depreciation and amortization
|
|
$
|
252,712
|
|
|
$
|
223,205
|
|
|
$
|
228,924
|
|
Operating Income (Loss):
|
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
|
$
|
122,904
|
|
|
$
|
(17,475
|
)
|
|
$
|
(40,745
|
)
|
Water Solutions
|
|
(24,231
|
)
|
|
44,587
|
|
|
(313,673
|
)
|
|||
Liquids
|
|
(93,113
|
)
|
|
43,252
|
|
|
76,173
|
|
|||
Retail Propane
|
|
155,550
|
|
|
49,255
|
|
|
44,096
|
|
|||
Refined Products and Renewables
|
|
56,740
|
|
|
222,546
|
|
|
226,951
|
|
|||
Corporate and Other
|
|
(79,593
|
)
|
|
(87,082
|
)
|
|
(97,405
|
)
|
|||
Total operating income (loss)
|
|
$
|
138,257
|
|
|
$
|
255,083
|
|
|
$
|
(104,603
|
)
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Crude Oil Logistics
|
|
$
|
36,762
|
|
|
$
|
168,053
|
|
|
$
|
447,952
|
|
Water Solutions
|
|
102,261
|
|
|
109,008
|
|
|
243,308
|
|
|||
Liquids
|
|
25,023
|
|
|
66,864
|
|
|
50,533
|
|
|||
Retail Propane
|
|
55,329
|
|
|
105,476
|
|
|
48,026
|
|
|||
Refined Products and Renewables
|
|
—
|
|
|
42,175
|
|
|
25,147
|
|
|||
Corporate and Other
|
|
1,472
|
|
|
2,825
|
|
|
15,172
|
|
|||
Total
|
|
$
|
220,847
|
|
|
$
|
494,401
|
|
|
$
|
830,138
|
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Long-lived assets, net:
|
|
|
|
|
||||
Crude Oil Logistics
|
|
$
|
1,638,558
|
|
|
$
|
1,724,805
|
|
Water Solutions
|
|
1,256,143
|
|
|
1,261,944
|
|
||
Liquids (1)
|
|
501,302
|
|
|
619,204
|
|
||
Retail Propane
|
|
450,618
|
|
|
547,960
|
|
||
Refined Products and Renewables
|
|
208,849
|
|
|
215,637
|
|
||
Corporate and Other
|
|
31,517
|
|
|
36,395
|
|
||
Total
|
|
$
|
4,086,987
|
|
|
$
|
4,405,945
|
|
|
(1)
|
Includes
$0.6 million
and
$0.7 million
of non-US long-lived assets at
March 31, 2018
and
2017
, respectively.
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Total assets:
|
|
|
|
|
||||
Crude Oil Logistics
|
|
$
|
2,285,813
|
|
|
$
|
2,538,768
|
|
Water Solutions
|
|
1,323,171
|
|
|
1,301,415
|
|
||
Liquids (1)
|
|
717,690
|
|
|
767,597
|
|
||
Retail Propane
|
|
518,809
|
|
|
622,859
|
|
||
Refined Products and Renewables
|
|
1,204,633
|
|
|
988,073
|
|
||
Corporate and Other
|
|
101,006
|
|
|
101,667
|
|
||
Total
|
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
|
(1)
|
Includes
$27.5 million
and
$7.9 million
of non-US total assets at
March 31, 2018
and
2017
, respectively.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Sales to SemGroup
|
|
$
|
606
|
|
|
$
|
3,866
|
|
|
$
|
43,825
|
|
Purchases from SemGroup
|
|
$
|
5,034
|
|
|
$
|
12,254
|
|
|
$
|
53,209
|
|
Sales to equity method investees
|
|
$
|
294
|
|
|
$
|
692
|
|
|
$
|
14,836
|
|
Purchases from equity method investees
|
|
$
|
66,820
|
|
|
$
|
121,336
|
|
|
$
|
113,780
|
|
Sales to entities affiliated with management
|
|
$
|
268
|
|
|
$
|
290
|
|
|
$
|
318
|
|
Purchases from entities affiliated with management
|
|
$
|
3,870
|
|
|
$
|
15,209
|
|
|
$
|
45,197
|
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Receivables from SemGroup
|
|
$
|
49
|
|
|
$
|
6,668
|
|
Receivables from NGL Energy Holdings LLC
|
|
4,693
|
|
|
—
|
|
||
Receivables from equity method investees
|
|
6
|
|
|
15
|
|
||
Receivables from entities affiliated with management
|
|
24
|
|
|
28
|
|
||
Total
|
|
$
|
4,772
|
|
|
$
|
6,711
|
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Payables to SemGroup
|
|
$
|
—
|
|
|
$
|
6,571
|
|
Payables to equity method investees
|
|
8
|
|
|
1,306
|
|
||
Payables to entities affiliated with management
|
|
1,246
|
|
|
41
|
|
||
Total
|
|
$
|
1,254
|
|
|
$
|
7,918
|
|
Current assets
|
$
|
276
|
|
Property, plant and equipment
|
1,366
|
|
|
Intangible assets (customer relationships)
|
4,782
|
|
|
Fair value of net assets acquired
|
$
|
6,424
|
|
•
|
Termination of the development agreement (see
Note 7
);
|
•
|
Additional interest in the water pipeline company we acquired in January 2016;
|
•
|
Release of contingent consideration liabilities attributed to certain of our water treatment and disposal facilities;
|
•
|
Certain parcels of land and permits to develop saltwater disposal wells and other parcels of land containing water wells and equipment; and
|
•
|
A
two
-year non-compete agreement with the counterparty.
|
|
Quarter Ended
|
|
Year Ended
|
||||||||||||||||
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
|
March 31, 2018
|
|
March 31, 2018
|
||||||||||
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||||||
Total revenues
|
$
|
3,781,566
|
|
|
$
|
3,923,329
|
|
|
$
|
4,463,263
|
|
|
$
|
5,114,560
|
|
|
$
|
17,282,718
|
|
Total cost of sales
|
$
|
3,642,108
|
|
|
$
|
3,770,721
|
|
|
$
|
4,272,808
|
|
|
$
|
4,850,401
|
|
|
$
|
16,536,038
|
|
Net (loss) income
|
$
|
(63,707
|
)
|
|
$
|
(173,579
|
)
|
|
$
|
56,769
|
|
|
$
|
110,912
|
|
|
$
|
(69,605
|
)
|
Net (loss) income attributable to NGL Energy Partners LP
|
$
|
(63,362
|
)
|
|
$
|
(173,371
|
)
|
|
$
|
56,256
|
|
|
$
|
109,602
|
|
|
$
|
(70,875
|
)
|
Basic (loss) income per common unit
|
$
|
(0.61
|
)
|
|
$
|
(1.56
|
)
|
|
$
|
0.33
|
|
|
$
|
0.76
|
|
|
$
|
(1.08
|
)
|
Diluted (loss) income per common unit
|
$
|
(0.61
|
)
|
|
$
|
(1.56
|
)
|
|
$
|
0.32
|
|
|
$
|
0.71
|
|
|
$
|
(1.08
|
)
|
Basic weighted average common units outstanding
|
120,535,909
|
|
|
121,314,636
|
|
|
120,844,008
|
|
|
121,271,959
|
|
|
120,991,340
|
|
|||||
Diluted weighted average common units outstanding
|
120,535,909
|
|
|
121,314,636
|
|
|
124,161,966
|
|
|
146,868,349
|
|
|
120,991,340
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Quarter Ended
|
|
Year Ended
|
||||||||||||||||
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
|
March 31, 2017
|
|
March 31, 2017
|
||||||||||
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||||||
Total revenues
|
$
|
2,721,970
|
|
|
$
|
3,045,538
|
|
|
$
|
3,406,641
|
|
|
$
|
3,848,079
|
|
|
$
|
13,022,228
|
|
Total cost of sales
|
$
|
2,566,440
|
|
|
$
|
2,928,730
|
|
|
$
|
3,228,022
|
|
|
$
|
3,598,717
|
|
|
$
|
12,321,909
|
|
Net income (loss)
|
$
|
182,753
|
|
|
$
|
(66,658
|
)
|
|
$
|
1,293
|
|
|
$
|
26,486
|
|
|
$
|
143,874
|
|
Net income (loss) attributable to NGL Energy Partners LP
|
$
|
176,920
|
|
|
$
|
(66,599
|
)
|
|
$
|
976
|
|
|
$
|
25,745
|
|
|
$
|
137,042
|
|
Basic income (loss) per common unit
|
$
|
1.66
|
|
|
$
|
(0.71
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.14
|
|
|
$
|
0.99
|
|
Diluted income (loss) per common unit
|
$
|
1.38
|
|
|
$
|
(0.71
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.14
|
|
|
$
|
0.95
|
|
Basic weighted average common units outstanding
|
104,169,573
|
|
|
106,186,389
|
|
|
107,966,901
|
|
|
114,131,764
|
|
|
108,091,486
|
|
|||||
Diluted weighted average common units outstanding
|
128,453,733
|
|
|
106,186,389
|
|
|
107,966,901
|
|
|
120,198,802
|
|
|
111,850,621
|
|
•
|
On March 30, 2018, we sold a portion of our Retail Propane segment to DCC LPG
and recorded
a gain
(see
Note 15
);
|
•
|
On March 30, 2018, we closed the joint venture related to Sawtooth and sold a portion of our interest in Sawtooth (see
Note 15
);
|
•
|
On December 22, 2017, we sold our previously held
interest in Glass Mountain
(see
Note 2
);
|
•
|
During the second quarter of fiscal year 2018, we recorded a goodwill impairment charge related to Sawtooth (see
Note 6
);
|
•
|
During fiscal year 2018, we repurchased a portion of our 2019 Notes, 2023 Notes and 2025 Notes and recorded
a net gain
on the early extinguishment of these notes (see
Note 8
); and
|
•
|
During the first and third quarters of fiscal year 2018, we repurchased a portion of and then all of the remaining outstanding Senior Secured Notes and recorded a loss on the early extinguishment of these notes (see
Note 8
).
|
•
|
On April 1, 2016, we sold all of the TLP common units we owned and recorded a gain (see
Note 2
);
|
•
|
On June 3, 2016, we recorded a gain on the release of contingent consideration liabilities and a loss for the termination of the development agreement (see
Note 15
);
|
•
|
On June 3, 2016, we acquired the remaining ownership interest in Grassland and revalued our previously held ownership interest to fair value and recorded a loss (see
Note 13
);
|
•
|
During the first quarter of fiscal year 2017, we recorded an adjustment of the previously recorded goodwill impairment charge estimate recognized during the three months ended March 31, 2016 (see
Note 6
);
|
•
|
During the third quarter of fiscal year 2017, we agreed to terminate a storage sublease agreement that was scheduled to commence in January 2017 and recorded a gain (see
Note 15
);
|
•
|
On October 24, 2016 and February 22, 2017, we issued the 2023 Notes and 2025 Notes, respectively (see
Note 8
); and
|
•
|
During fiscal year 2017, we repurchased a portion of our 2019 Notes and 2021 Notes and recorded a net gain on the early extinguishment of these notes (see
Note 8
).
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
4,113
|
|
|
$
|
3,410
|
|
Accounts receivable-trade, net
|
|
45,924
|
|
|
35,088
|
|
||
Accounts receivable-affiliates
|
|
6
|
|
|
15
|
|
||
Inventories
|
|
13,250
|
|
|
12,491
|
|
||
Prepaid expenses and other current assets
|
|
2,796
|
|
|
2,413
|
|
||
Total current assets
|
|
66,089
|
|
|
53,417
|
|
||
Property, plant and equipment, net
|
|
201,340
|
|
|
200,869
|
|
||
Goodwill
|
|
107,949
|
|
|
105,877
|
|
||
Intangible assets, net
|
|
141,328
|
|
|
135,938
|
|
||
Investments in unconsolidated entities
|
|
—
|
|
|
226
|
|
||
Loan receivable-affiliate
|
|
1,200
|
|
|
3,200
|
|
||
Other noncurrent assets
|
|
904
|
|
|
1,183
|
|
||
Total assets
|
|
$
|
518,810
|
|
|
$
|
500,710
|
|
|
|
|
|
|
||||
LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable-trade
|
|
$
|
7,790
|
|
|
$
|
6,864
|
|
Accrued expenses and other payables
|
|
6,583
|
|
|
5,639
|
|
||
Advance payments received from customers
|
|
12,842
|
|
|
16,585
|
|
||
Current maturities of long-term debt
|
|
2,550
|
|
|
3,681
|
|
||
Total current liabilities
|
|
29,765
|
|
|
32,769
|
|
||
Long-term debt, net
|
|
2,888
|
|
|
4,957
|
|
||
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
|
9,927
|
|
|
3,072
|
|
||
|
|
|
|
|
||||
Total liabilities and redeemable noncontrolling interest
|
|
$
|
42,580
|
|
|
$
|
40,798
|
|
|
|
March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
16,915
|
|
|
$
|
—
|
|
|
$
|
6,083
|
|
|
$
|
3,209
|
|
|
$
|
—
|
|
|
$
|
26,207
|
|
Accounts receivable-trade, net of allowance for doubtful accounts
|
|
—
|
|
|
—
|
|
|
1,064,266
|
|
|
8,422
|
|
|
—
|
|
|
1,072,688
|
|
||||||
Accounts receivable-affiliates
|
|
—
|
|
|
—
|
|
|
4,772
|
|
|
—
|
|
|
—
|
|
|
4,772
|
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
563,475
|
|
|
1,078
|
|
|
—
|
|
|
564,553
|
|
||||||
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
130,968
|
|
|
570
|
|
|
—
|
|
|
131,538
|
|
||||||
Total current assets
|
|
16,915
|
|
|
—
|
|
|
1,769,564
|
|
|
13,279
|
|
|
—
|
|
|
1,799,758
|
|
||||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
|
|
—
|
|
|
—
|
|
|
1,560,245
|
|
|
159,702
|
|
|
—
|
|
|
1,719,947
|
|
||||||
GOODWILL
|
|
—
|
|
|
—
|
|
|
1,233,581
|
|
|
78,977
|
|
|
—
|
|
|
1,312,558
|
|
||||||
INTANGIBLE ASSETS, net of accumulated amortization
|
|
—
|
|
|
—
|
|
|
963,806
|
|
|
90,676
|
|
|
—
|
|
|
1,054,482
|
|
||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
—
|
|
|
—
|
|
|
17,236
|
|
|
—
|
|
|
—
|
|
|
17,236
|
|
||||||
NET INTERCOMPANY RECEIVABLES (PAYABLES)
|
|
2,110,940
|
|
|
—
|
|
|
(2,121,742
|
)
|
|
10,802
|
|
|
—
|
|
|
—
|
|
||||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES
|
|
1,703,327
|
|
|
—
|
|
|
244,109
|
|
|
—
|
|
|
(1,947,436
|
)
|
|
—
|
|
||||||
LOAN RECEIVABLE-AFFILIATE
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
||||||
OTHER NONCURRENT ASSETS
|
|
—
|
|
|
—
|
|
|
245,941
|
|
|
—
|
|
|
—
|
|
|
245,941
|
|
||||||
Total assets
|
|
$
|
3,831,182
|
|
|
$
|
—
|
|
|
$
|
3,913,940
|
|
|
$
|
353,436
|
|
|
$
|
(1,947,436
|
)
|
|
$
|
6,151,122
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
858,000
|
|
|
$
|
2,629
|
|
|
$
|
—
|
|
|
$
|
860,629
|
|
Accounts payable-affiliates
|
|
1
|
|
|
—
|
|
|
1,253
|
|
|
—
|
|
|
—
|
|
|
1,254
|
|
||||||
Accrued expenses and other payables
|
|
41,104
|
|
|
—
|
|
|
187,327
|
|
|
1,656
|
|
|
—
|
|
|
230,087
|
|
||||||
Advance payments received from customers
|
|
—
|
|
|
—
|
|
|
16,664
|
|
|
4,552
|
|
|
—
|
|
|
21,216
|
|
||||||
Current maturities of long-term debt
|
|
—
|
|
|
—
|
|
|
2,819
|
|
|
377
|
|
|
—
|
|
|
3,196
|
|
||||||
Total current liabilities
|
|
41,105
|
|
|
—
|
|
|
1,066,063
|
|
|
9,214
|
|
|
—
|
|
|
1,116,382
|
|
||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
|
1,704,909
|
|
|
—
|
|
|
976,962
|
|
|
757
|
|
|
—
|
|
|
2,682,628
|
|
||||||
OTHER NONCURRENT LIABILITIES
|
|
—
|
|
|
—
|
|
|
167,588
|
|
|
5,926
|
|
|
—
|
|
|
173,514
|
|
||||||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS
|
|
82,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,576
|
|
||||||
REDEEMABLE NONCONTROLLING INTEREST
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,927
|
|
|
—
|
|
|
9,927
|
|
||||||
EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partners’ equity
|
|
2,002,592
|
|
|
—
|
|
|
1,704,896
|
|
|
327,858
|
|
|
(2,030,939
|
)
|
|
2,004,407
|
|
||||||
Accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,569
|
)
|
|
(246
|
)
|
|
—
|
|
|
(1,815
|
)
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,503
|
|
|
83,503
|
|
||||||
Total equity
|
|
2,002,592
|
|
|
—
|
|
|
1,703,327
|
|
|
327,612
|
|
|
(1,947,436
|
)
|
|
2,086,095
|
|
||||||
Total liabilities and equity
|
|
$
|
3,831,182
|
|
|
$
|
—
|
|
|
$
|
3,913,940
|
|
|
$
|
353,436
|
|
|
$
|
(1,947,436
|
)
|
|
$
|
6,151,122
|
|
|
|
March 31, 2017
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
6,257
|
|
|
$
|
—
|
|
|
$
|
2,903
|
|
|
$
|
3,104
|
|
|
$
|
—
|
|
|
$
|
12,264
|
|
Accounts receivable-trade, net of allowance for doubtful accounts
|
|
—
|
|
|
—
|
|
|
795,479
|
|
|
5,128
|
|
|
—
|
|
|
800,607
|
|
||||||
Accounts receivable-affiliates
|
|
—
|
|
|
—
|
|
|
6,711
|
|
|
—
|
|
|
—
|
|
|
6,711
|
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
560,769
|
|
|
663
|
|
|
—
|
|
|
561,432
|
|
||||||
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
102,703
|
|
|
490
|
|
|
—
|
|
|
103,193
|
|
||||||
Total current assets
|
|
6,257
|
|
|
—
|
|
|
1,468,565
|
|
|
9,385
|
|
|
—
|
|
|
1,484,207
|
|
||||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
|
|
—
|
|
|
—
|
|
|
1,725,383
|
|
|
64,890
|
|
|
—
|
|
|
1,790,273
|
|
||||||
GOODWILL
|
|
—
|
|
|
—
|
|
|
1,437,759
|
|
|
13,957
|
|
|
—
|
|
|
1,451,716
|
|
||||||
INTANGIBLE ASSETS, net of accumulated amortization
|
|
—
|
|
|
—
|
|
|
1,149,524
|
|
|
14,432
|
|
|
—
|
|
|
1,163,956
|
|
||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
—
|
|
|
—
|
|
|
187,423
|
|
|
—
|
|
|
—
|
|
|
187,423
|
|
||||||
NET INTERCOMPANY RECEIVABLES (PAYABLES)
|
|
2,424,730
|
|
|
—
|
|
|
(2,408,189
|
)
|
|
(16,541
|
)
|
|
—
|
|
|
—
|
|
||||||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES
|
|
1,978,158
|
|
|
—
|
|
|
47,598
|
|
|
—
|
|
|
(2,025,756
|
)
|
|
—
|
|
||||||
LOAN RECEIVABLE-AFFILIATE
|
|
—
|
|
|
—
|
|
|
3,200
|
|
|
—
|
|
|
—
|
|
|
3,200
|
|
||||||
OTHER NONCURRENT ASSETS
|
|
—
|
|
|
—
|
|
|
239,436
|
|
|
168
|
|
|
—
|
|
|
239,604
|
|
||||||
Total assets
|
|
$
|
4,409,145
|
|
|
$
|
—
|
|
|
$
|
3,850,699
|
|
|
$
|
86,291
|
|
|
$
|
(2,025,756
|
)
|
|
$
|
6,320,379
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
657,077
|
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
658,021
|
|
Accounts payable-affiliates
|
|
1
|
|
|
—
|
|
|
7,907
|
|
|
10
|
|
|
—
|
|
|
7,918
|
|
||||||
Accrued expenses and other payables
|
|
42,150
|
|
|
—
|
|
|
164,012
|
|
|
963
|
|
|
—
|
|
|
207,125
|
|
||||||
Advance payments received from customers
|
|
—
|
|
|
—
|
|
|
35,107
|
|
|
837
|
|
|
—
|
|
|
35,944
|
|
||||||
Current maturities of long-term debt
|
|
25,000
|
|
|
—
|
|
|
4,211
|
|
|
379
|
|
|
—
|
|
|
29,590
|
|
||||||
Total current liabilities
|
|
67,151
|
|
|
—
|
|
|
868,314
|
|
|
3,133
|
|
|
—
|
|
|
938,598
|
|
||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
|
2,138,048
|
|
|
—
|
|
|
824,370
|
|
|
1,065
|
|
|
—
|
|
|
2,963,483
|
|
||||||
OTHER NONCURRENT LIABILITIES
|
|
—
|
|
|
—
|
|
|
179,857
|
|
|
4,677
|
|
|
—
|
|
|
184,534
|
|
||||||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS
|
|
63,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,890
|
|
||||||
REDEEMABLE NONCONTROLLING INTEREST
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,072
|
|
|
—
|
|
|
3,072
|
|
||||||
EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partners’ equity
|
|
2,140,056
|
|
|
—
|
|
|
1,979,785
|
|
|
74,545
|
|
|
(2,052,502
|
)
|
|
2,141,884
|
|
||||||
Accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,627
|
)
|
|
(201
|
)
|
|
—
|
|
|
(1,828
|
)
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,746
|
|
|
26,746
|
|
||||||
Total equity
|
|
2,140,056
|
|
|
—
|
|
|
1,978,158
|
|
|
74,344
|
|
|
(2,025,756
|
)
|
|
2,166,802
|
|
||||||
Total liabilities and equity
|
|
$
|
4,409,145
|
|
|
$
|
—
|
|
|
$
|
3,850,699
|
|
|
$
|
86,291
|
|
|
$
|
(2,025,756
|
)
|
|
$
|
6,320,379
|
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,241,426
|
|
|
$
|
46,781
|
|
|
$
|
(5,489
|
)
|
|
$
|
17,282,718
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
16,525,144
|
|
|
16,383
|
|
|
(5,489
|
)
|
|
16,536,038
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
317,720
|
|
|
13,137
|
|
|
—
|
|
|
330,857
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
108,466
|
|
|
985
|
|
|
—
|
|
|
109,451
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
239,731
|
|
|
12,981
|
|
|
—
|
|
|
252,712
|
|
||||||
(Gain) loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(222,188
|
)
|
|
116,875
|
|
|
—
|
|
|
(105,313
|
)
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
20,124
|
|
|
592
|
|
|
—
|
|
|
20,716
|
|
||||||
Operating Income (Loss)
|
|
—
|
|
|
—
|
|
|
252,429
|
|
|
(114,172
|
)
|
|
—
|
|
|
138,257
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
7,964
|
|
|
—
|
|
|
—
|
|
|
7,964
|
|
||||||
Interest expense
|
|
(142,159
|
)
|
|
—
|
|
|
(57,328
|
)
|
|
(902
|
)
|
|
819
|
|
|
(199,570
|
)
|
||||||
Loss on early extinguishment of liabilities, net
|
|
(23,201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,201
|
)
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
9,102
|
|
|
120
|
|
|
(819
|
)
|
|
8,403
|
|
||||||
(Loss) Income Before Income Taxes
|
|
(165,360
|
)
|
|
—
|
|
|
212,167
|
|
|
(114,954
|
)
|
|
—
|
|
|
(68,147
|
)
|
||||||
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(1,458
|
)
|
|
—
|
|
|
—
|
|
|
(1,458
|
)
|
||||||
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES
|
|
94,485
|
|
|
—
|
|
|
(116,224
|
)
|
|
—
|
|
|
21,739
|
|
|
—
|
|
||||||
Net (Loss) Income
|
|
(70,875
|
)
|
|
—
|
|
|
94,485
|
|
|
(114,954
|
)
|
|
21,739
|
|
|
(69,605
|
)
|
||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(240
|
)
|
|
(240
|
)
|
||||||||||
LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(1,030
|
)
|
|
(1,030
|
)
|
||||||||||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
|
|
|
|
|
|
|
|
|
(59,697
|
)
|
|
(59,697
|
)
|
||||||||||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||||||
LESS: REPURCHASE OF WARANTS
|
|
|
|
|
|
|
|
|
|
(349
|
)
|
|
(349
|
)
|
||||||||||
NET (LOSS) INCOME ALLOCATED TO LIMITED PARTNERS
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,485
|
|
|
$
|
(114,954
|
)
|
|
$
|
(39,582
|
)
|
|
$
|
(130,926
|
)
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,988,467
|
|
|
$
|
37,155
|
|
|
$
|
(3,394
|
)
|
|
$
|
13,022,228
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
12,316,563
|
|
|
8,740
|
|
|
(3,394
|
)
|
|
12,321,909
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
296,002
|
|
|
11,923
|
|
|
—
|
|
|
307,925
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
115,753
|
|
|
813
|
|
|
—
|
|
|
116,566
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
214,082
|
|
|
9,123
|
|
|
—
|
|
|
223,205
|
|
||||||
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(209,101
|
)
|
|
(76
|
)
|
|
—
|
|
|
(209,177
|
)
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
6,305
|
|
|
412
|
|
|
—
|
|
|
6,717
|
|
||||||
Operating Income
|
|
—
|
|
|
—
|
|
|
248,863
|
|
|
6,220
|
|
|
—
|
|
|
255,083
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
3,084
|
|
|
—
|
|
|
—
|
|
|
3,084
|
|
||||||
Revaluation of investments
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
||||||
Interest expense
|
|
(91,259
|
)
|
|
—
|
|
|
(59,025
|
)
|
|
(787
|
)
|
|
593
|
|
|
(150,478
|
)
|
||||||
Gain on early extinguishment of liabilities, net
|
|
8,507
|
|
|
—
|
|
|
16,220
|
|
|
—
|
|
|
—
|
|
|
24,727
|
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
28,292
|
|
|
63
|
|
|
(593
|
)
|
|
27,762
|
|
||||||
(Loss) Income Before Income Taxes
|
|
(82,752
|
)
|
|
—
|
|
|
223,069
|
|
|
5,496
|
|
|
—
|
|
|
145,813
|
|
||||||
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(1,939
|
)
|
|
—
|
|
|
—
|
|
|
(1,939
|
)
|
||||||
EQUITY IN NET INCOME (LOSS) OF CONSOLIDATED SUBSIDIARIES
|
|
219,794
|
|
|
—
|
|
|
(1,336
|
)
|
|
—
|
|
|
(218,458
|
)
|
|
—
|
|
||||||
Net Income
|
|
137,042
|
|
|
—
|
|
|
219,794
|
|
|
5,496
|
|
|
(218,458
|
)
|
|
143,874
|
|
||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(6,832
|
)
|
|
(6,832
|
)
|
||||||||||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
|
|
|
|
|
|
|
|
|
(30,142
|
)
|
|
(30,142
|
)
|
||||||||||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER
|
|
|
|
|
|
|
|
|
|
(232
|
)
|
|
(232
|
)
|
||||||||||
NET INCOME ALLOCATED TO LIMITED PARTNERS
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
219,794
|
|
|
$
|
5,496
|
|
|
$
|
(255,664
|
)
|
|
$
|
106,668
|
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,593,272
|
|
|
$
|
182,175
|
|
|
$
|
(33,337
|
)
|
|
$
|
11,742,110
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
10,843,937
|
|
|
28,237
|
|
|
(33,137
|
)
|
|
10,839,037
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
327,377
|
|
|
73,941
|
|
|
(200
|
)
|
|
401,118
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
122,196
|
|
|
17,345
|
|
|
—
|
|
|
139,541
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
184,091
|
|
|
44,833
|
|
|
—
|
|
|
228,924
|
|
||||||
Loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
303,422
|
|
|
17,344
|
|
|
—
|
|
|
320,766
|
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
(82,673
|
)
|
|
—
|
|
|
—
|
|
|
(82,673
|
)
|
||||||
Operating (Loss) Income
|
|
—
|
|
|
—
|
|
|
(105,078
|
)
|
|
475
|
|
|
—
|
|
|
(104,603
|
)
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
4,374
|
|
|
11,747
|
|
|
—
|
|
|
16,121
|
|
||||||
Interest expense
|
|
(43,493
|
)
|
|
—
|
|
|
(82,360
|
)
|
|
(7,546
|
)
|
|
310
|
|
|
(133,089
|
)
|
||||||
Gain on early extinguishment of liabilities, net
|
|
—
|
|
|
—
|
|
|
28,532
|
|
|
—
|
|
|
—
|
|
|
28,532
|
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
5,533
|
|
|
352
|
|
|
(310
|
)
|
|
5,575
|
|
||||||
(Loss) Income Before Income Taxes
|
|
(43,493
|
)
|
|
—
|
|
|
(148,999
|
)
|
|
5,028
|
|
|
—
|
|
|
(187,464
|
)
|
||||||
INCOME TAX BENEFIT (EXPENSE)
|
|
—
|
|
|
—
|
|
|
574
|
|
|
(207
|
)
|
|
—
|
|
|
367
|
|
||||||
EQUITY IN NET LOSS OF CONSOLIDATED SUBSIDIARIES
|
|
(155,436
|
)
|
|
—
|
|
|
(7,011
|
)
|
|
—
|
|
|
162,447
|
|
|
—
|
|
||||||
Net (Loss) Income
|
|
(198,929
|
)
|
|
—
|
|
|
(155,436
|
)
|
|
4,821
|
|
|
162,447
|
|
|
(187,097
|
)
|
||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(11,832
|
)
|
|
(11,832
|
)
|
||||||||||
LESS: NET INCOME ALLOCATED TO GENERAL PARTNER
|
|
|
|
|
|
|
|
|
|
(47,620
|
)
|
|
(47,620
|
)
|
||||||||||
NET (LOSS) INCOME ALLOCATED TO LIMITED PARTNERS
|
|
$
|
(198,929
|
)
|
|
$
|
—
|
|
|
$
|
(155,436
|
)
|
|
$
|
4,821
|
|
|
$
|
102,995
|
|
|
$
|
(246,549
|
)
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) income
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,485
|
|
|
$
|
(114,954
|
)
|
|
$
|
21,739
|
|
|
$
|
(69,605
|
)
|
Other comprehensive inco
me (loss)
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(45
|
)
|
|
—
|
|
|
13
|
|
||||||
Comprehensive (loss) income
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,543
|
|
|
$
|
(114,999
|
)
|
|
$
|
21,739
|
|
|
$
|
(69,592
|
)
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
219,794
|
|
|
$
|
5,496
|
|
|
$
|
(218,458
|
)
|
|
$
|
143,874
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,626
|
)
|
|
(45
|
)
|
|
—
|
|
|
(1,671
|
)
|
||||||
Comprehensive income
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
218,168
|
|
|
$
|
5,451
|
|
|
$
|
(218,458
|
)
|
|
$
|
142,203
|
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
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
|
)
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidated
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(141,967
|
)
|
|
$
|
—
|
|
|
$
|
266,966
|
|
|
$
|
12,643
|
|
|
$
|
137,642
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(152,891
|
)
|
|
(3,323
|
)
|
|
(156,214
|
)
|
|||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(27,020
|
)
|
|
(23,397
|
)
|
|
(50,417
|
)
|
|||||
Cash flows from settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
(100,654
|
)
|
|
—
|
|
|
(100,654
|
)
|
|||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
36,587
|
|
|
3
|
|
|
36,590
|
|
|||||
Proceeds from divestitures of businesses and investments
|
|
—
|
|
|
—
|
|
|
507,827
|
|
|
37,668
|
|
|
545,495
|
|
|||||
Transaction with an unconsolidated entity (Note 13)
|
|
—
|
|
|
—
|
|
|
(6,424
|
)
|
|
—
|
|
|
(6,424
|
)
|
|||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(21,465
|
)
|
|
—
|
|
|
(21,465
|
)
|
|||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
11,969
|
|
|
—
|
|
|
11,969
|
|
|||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
10,052
|
|
|
—
|
|
|
10,052
|
|
|||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(2,510
|
)
|
|
—
|
|
|
(2,510
|
)
|
|||||
Repayments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
4,160
|
|
|
—
|
|
|
4,160
|
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
—
|
|
|
259,631
|
|
|
10,951
|
|
|
270,582
|
|
|||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
2,434,500
|
|
|
—
|
|
|
2,434,500
|
|
|||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,279,500
|
)
|
|
—
|
|
|
(2,279,500
|
)
|
|||||
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(486,699
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(486,699
|
)
|
|||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(4,323
|
)
|
|
(390
|
)
|
|
(4,713
|
)
|
|||||
Debt issuance costs
|
|
(692
|
)
|
|
—
|
|
|
(2,008
|
)
|
|
—
|
|
|
(2,700
|
)
|
|||||
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|||||
Distributions to general and common unit partners and preferred unitholders
|
|
(225,067
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225,067
|
)
|
|||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,082
|
)
|
|
(3,082
|
)
|
|||||
Proceeds from sale of preferred units, net of offering costs
|
|
202,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,731
|
|
|||||
Repurchase of warrants
|
|
(10,549
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
|||||
Common unit repurchases and cancellations
|
|
(15,817
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,817
|
)
|
|||||
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(3,408
|
)
|
|
—
|
|
|
(3,408
|
)
|
|||||
Net changes in advances with consolidated entities
|
|
688,718
|
|
|
—
|
|
|
(668,678
|
)
|
|
(20,040
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
152,625
|
|
|
—
|
|
|
(523,417
|
)
|
|
(23,489
|
)
|
|
(394,281
|
)
|
|||||
Net increase in cash and cash equivalents
|
|
10,658
|
|
|
—
|
|
|
3,180
|
|
|
105
|
|
|
13,943
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
6,257
|
|
|
—
|
|
|
2,903
|
|
|
3,104
|
|
|
12,264
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
16,915
|
|
|
$
|
—
|
|
|
$
|
6,083
|
|
|
$
|
3,209
|
|
|
$
|
26,207
|
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidated
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(749,250
|
)
|
|
$
|
—
|
|
|
$
|
702,853
|
|
|
$
|
22,157
|
|
|
$
|
(24,240
|
)
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(356,473
|
)
|
|
(7,398
|
)
|
|
(363,871
|
)
|
|||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(111,426
|
)
|
|
(11,406
|
)
|
|
(122,832
|
)
|
|||||
Cash flows from settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
(37,442
|
)
|
|
—
|
|
|
(37,442
|
)
|
|||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
29,527
|
|
|
39
|
|
|
29,566
|
|
|||||
Proceeds from divestitures of businesses and investments
|
|
—
|
|
|
—
|
|
|
112,370
|
|
|
22,000
|
|
|
134,370
|
|
|||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(2,105
|
)
|
|
—
|
|
|
(2,105
|
)
|
|||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
9,692
|
|
|
—
|
|
|
9,692
|
|
|||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
8,916
|
|
|
—
|
|
|
8,916
|
|
|||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(3,200
|
)
|
|
—
|
|
|
(3,200
|
)
|
|||||
Repayments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
655
|
|
|
—
|
|
|
655
|
|
|||||
Payment to terminate development agreement
|
|
—
|
|
|
—
|
|
|
(16,875
|
)
|
|
—
|
|
|
(16,875
|
)
|
|||||
Net cash (used in) provided by investing activities
|
|
—
|
|
|
—
|
|
|
(366,361
|
)
|
|
3,235
|
|
|
(363,126
|
)
|
|||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
1,700,000
|
|
|
—
|
|
|
1,700,000
|
|
|||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,733,500
|
)
|
|
—
|
|
|
(2,733,500
|
)
|
|||||
Issuance of senior unsecured notes
|
|
1,200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,200,000
|
|
|||||
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(21,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,193
|
)
|
|||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(49,596
|
)
|
|
(190
|
)
|
|
(49,786
|
)
|
|||||
Debt issuance costs
|
|
(21,868
|
)
|
|
—
|
|
|
(11,690
|
)
|
|
—
|
|
|
(33,558
|
)
|
|||||
Contributions from general partner
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
672
|
|
|
672
|
|
|||||
Distributions to general and common unit partners and preferred unitholders
|
|
(181,581
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,581
|
)
|
|||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,292
|
)
|
|
(3,292
|
)
|
|||||
Proceeds from sale of preferred units, net of offering costs
|
|
234,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234,975
|
|
|||||
Proceeds from sale of common units, net of offering costs
|
|
287,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287,136
|
|
|||||
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(28,468
|
)
|
|
—
|
|
|
(28,468
|
)
|
|||||
Net changes in advances with consolidated entities
|
|
(767,760
|
)
|
|
—
|
|
|
788,881
|
|
|
(21,121
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
729,758
|
|
|
—
|
|
|
(334,373
|
)
|
|
(23,931
|
)
|
|
371,454
|
|
|||||
Net decrease (increase) in cash and cash equivalents
|
|
(19,492
|
)
|
|
—
|
|
|
2,119
|
|
|
1,461
|
|
|
(15,912
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
25,749
|
|
|
—
|
|
|
784
|
|
|
1,643
|
|
|
28,176
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
6,257
|
|
|
$
|
—
|
|
|
$
|
2,903
|
|
|
$
|
3,104
|
|
|
$
|
12,264
|
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
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:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(604,214
|
)
|
|
(57,671
|
)
|
|
(661,885
|
)
|
|||||
Acquisitions, net of cash acquired
|
|
(624
|
)
|
|
—
|
|
|
(232,148
|
)
|
|
(1,880
|
)
|
|
(234,652
|
)
|
|||||
Cash flows from settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
105,662
|
|
|
—
|
|
|
105,662
|
|
|||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
8,453
|
|
|
2
|
|
|
8,455
|
|
|||||
Proceeds from divestitures of businesses and investments
|
|
—
|
|
|
—
|
|
|
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
|
)
|
|||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
7,618
|
|
|
—
|
|
|
7,618
|
|
|||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(15,621
|
)
|
|
—
|
|
|
(15,621
|
)
|
|||||
Repayments 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
|
)
|
|||||
Repayment and repurchase of senior secured and senior unsecured 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 noncontrolling interest owners, net
|
|
(3,829
|
)
|
|
—
|
|
|
—
|
|
|
15,376
|
|
|
11,547
|
|
|||||
Distributions to general and common unit partners and preferred unitholders
|
|
(322,007
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(322,007
|
)
|
|||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,720
|
)
|
|
(35,720
|
)
|
|||||
Common unit repurchases and cancellations
|
|
(17,680
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,680
|
)
|
|||||
Taxes paid on behalf of equity incentive plan participants
|
|
—
|
|
|
—
|
|
|
(19,395
|
)
|
|
—
|
|
|
(19,395
|
)
|
|||||
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
|
|
Fiscal Quarter Ending
|
Minimum Interest Coverage Ratio
|
6/30/2017
|
2.25 to 1.0
|
9/30/2017
|
2.25 to 1.0
|
12/31/2017
|
2.25 to 1.0
|
3/31/2018
|
2.50 to 1.0
|
6/30/2018
|
2.50 to 1.0
|
9/30/2018
|
2.50 to 1.0
|
12/31/2018 and the last day of each fiscal quarter thereafter
|
2.75 to 1.0
|
By:
|
/s/ Robert W. Karlovich III
|
Name:
|
Robert W. Karlovich III
|
Title:
|
Chief Financial Officer and Executive Vice President
|
By:
|
/s/ Robert W. Karlovich III
|
Name:
|
Robert W. Karlovich III
|
Title:
|
Chief Financial Officer and Executive Vice President
|
By:
|
/s/ Robert W. Karlovich III
|
Name:
|
Robert W. Karlovich III
|
Title:
|
Chief Financial Officer and Executive Vice President
|
By:
|
/s/ Shai Bandner
|
Name:
|
Shai Bandner
|
Title:
|
Director
|
By:
|
/s/ Kai Fang
|
Name:
|
Kai Fang
|
Title:
|
Associate
|
By:
|
/s/ Shai Bandner
|
Name:
|
Shai Bandner
|
Title:
|
Director
|
By:
|
/s/ Kai Fang
|
Name:
|
Kai Fang
|
Title:
|
Associate
|
By:
|
/s/ Jason S. York
|
Name:
|
Jason S. York
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Stephen Monto
|
Name:
|
Stephen Monto
|
Title:
|
SVP
|
By:
|
/s/ Sydney G. Dennis
|
Name:
|
Sydney G. Dennis
|
Title:
|
Director
|
By:
|
/s/ Darrell Holley
|
Name:
|
Darrell Holley
|
Title:
|
Managing Director
|
By:
|
/s/ Anna C. Ferreira
|
Name:
|
Anna C. Ferreira
|
Title:
|
Vice President
|
By:
|
/s/ Annie Dorval
|
Name:
|
Annie Dorval
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Jacob L. Osterman
|
Name:
|
Jacob L. Osterman
|
Title:
|
Director
|
By:
|
/s/ Raymond Ventura Jr.
|
Name:
|
Raymond Ventura Jr.
|
Title:
|
Managing Director
|
By:
|
/s/ Darlene Arias
|
Name:
|
Darlene Arias
|
Title:
|
Director
|
By:
|
/s/ Craig Pearson
|
Name:
|
Craig Pearson
|
Title:
|
Associate Director
|
By:
|
/s/ Nupur Kumar
|
Name:
|
Nupur Kumar
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Christopher Zybrick
|
Name:
|
Christopher Zybrick
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Meghan Sullivan
|
Name:
|
Meghan Sullivan
|
Title:
|
Authorized Signatory
|
By:
|
/s/ Robert Trevona
|
Name:
|
Robert Trevona
|
Title:
|
Division Director
|
By:
|
/s/ Fiona Smith
|
Name:
|
Fiona Smith
|
Title:
|
Division Director
|
By:
|
/s/ Scott G. Axelrod
|
Name:
|
Scott G. Axelrod
|
Title:
|
Senior Vice President
|
By:
|
/s/ David Slye
|
Name:
|
David Slye
|
Title:
|
Managing Director
|
(i)
|
the institution of any lawsuit, administrative proceeding or investigation affecting any Credit Party or any of their Subsidiaries (other than the litigation described in Schedule 5.4 of the Credit Agreement), including without limitation any examination or audit by the IRS the adverse determination under which could reasonably be expected to cause, a Material Adverse Effect;
|
(ii)
|
any development or change in the business or affairs of any Credit Party or any of their Subsidiaries which has had or which is likely to have, in the reasonable judgment of any Responsible Officer of the applicable Credit Parties, a Material Adverse Effect;
|
(iii)
|
any Default or Event of Default, together with a reasonably detailed statement by a Responsible Officer on behalf of the Borrowers’ Agent of the steps being taken to cure the effect of such Default or Event of Default;
|
(iv)
|
the occurrence of a default or event of default by any Credit Party or any of their Subsidiaries under any agreement or series of related agreements to which it is a party, which default or event of default could reasonably be expected to have a Material Adverse Effect;
|
(v)
|
any written notice of any violation by, or investigation of any Credit Party or any of their Subsidiaries in connection with any actual or alleged violation of any Legal Requirement imposed by the Environmental Protection Agency, the Occupational Safety Hazard Administration or any other Governmental Authority which has or is likely to have, in the reasonable judgment of any Responsible Officer of the applicable Credit Parties, a Material Adverse Effect;
|
(l)
|
To the knowledge of any Responsible Officer, incurred any material loss or destruction of, or substantial damage to, any portion or component of the Collateral with Fair Market Value in excess of $5,000,000 and no other matters occurred that materially affected the value, enforceability or collectability of any of the Collateral with Fair Market Value in excess of $5,000,000, unless a notice of such loss, destruction or damage has previously been provided to the Collateral Agent; [and]
|
(m)
|
Acquired any additional Mortgaged Property, with a Fair Market Value exceeding $5,000,000, unless a notice of such acquisition has previously been provided to the Administrative Agent[; and][.]
|
(n)
|
[List exceptions, if any, to paragraphs (e) through (m) above.]
|
|
|
Year Ended March 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EARNINGS (LOSS):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income before income taxes
|
|
$
|
(68,147
|
)
|
|
$
|
145,813
|
|
|
$
|
(187,464
|
)
|
|
$
|
46,571
|
|
|
$
|
49,695
|
|
Income before income taxes attributable to noncontrolling interests
|
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|
(12,887
|
)
|
|
(1,103
|
)
|
|||||
Income before income taxes attributable to redeemable noncontrolling interests
|
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Fixed charges
|
|
264,473
|
|
|
189,465
|
|
|
146,401
|
|
|
151,956
|
|
|
91,622
|
|
|||||
Total earnings (loss)
|
|
$
|
195,056
|
|
|
$
|
328,446
|
|
|
$
|
(52,895
|
)
|
|
$
|
185,640
|
|
|
$
|
140,214
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FIXED CHARGES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
199,570
|
|
|
$
|
150,478
|
|
|
$
|
133,089
|
|
|
$
|
110,123
|
|
|
$
|
58,854
|
|
Loss (gain) on early extinguishment of debt
|
|
23,201
|
|
|
(2,449
|
)
|
|
(28,532
|
)
|
|
—
|
|
|
—
|
|
|||||
Portion of rental expense estimated to relate to interest (1)
|
|
41,702
|
|
|
41,436
|
|
|
41,844
|
|
|
41,833
|
|
|
32,768
|
|
|||||
Fixed charges
|
|
$
|
264,473
|
|
|
$
|
189,465
|
|
|
$
|
146,401
|
|
|
$
|
151,956
|
|
|
$
|
91,622
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PREFERRED UNIT DISTRIBUTIONS
|
|
40,916
|
|
|
14,693
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Combined fixed charges and preferred unit distributions
|
|
$
|
305,389
|
|
|
$
|
204,158
|
|
|
$
|
146,401
|
|
|
$
|
151,956
|
|
|
$
|
91,622
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges (2) (3)
|
|
—
|
|
|
1.73
|
|
|
—
|
|
|
1.22
|
|
|
1.53
|
|
|||||
Ratio of earnings to combined fixed charges and preferred unit distributions (2)
|
|
—
|
|
|
1.61
|
|
|
|
|
|
|
|
|
(1)
|
Represents one-third of the total operating lease rental expense, which is that portion estimated to represent interest.
|
(2)
|
The ratio of earnings to fixed charges was less than 1:1 for the year ended March 31, 2018. NGL Energy Partners LP would have needed to generate an additional
$69.4 million
of earnings to achieve a ratio of 1:1. The ratio of earnings to combined fixed charges and preferred unit distributions was less than 1:1 for the year ended March 31, 2018. NGL Energy Partners LP would have needed to generate an additional
$110.3 million
of earnings to achieve a ratio of 1:1.
|
(3)
|
The ratio of earnings to fixed charges 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
|
Matagorda Bay Costa Azul Terminal, LLC
|
|
Delaware
|
NGL Crude Cushing, LLC
|
|
Oklahoma
|
E Energy Adams, LLC (2)
|
|
Nebraska
|
NGL Crude Pipelines, LLC
|
|
Oklahoma
|
NGL Energy Logistics, LLC
|
|
Delaware
|
NGL Energy Holdings II, LLC
|
|
Delaware
|
NGL Propane, LLC
|
|
Delaware
|
Osterman Propane, LLC
|
|
Delaware
|
Victory Propane, LLC (3)
|
|
Oklahoma
|
OPR, 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
|
Sawtooth NGL Caverns, LLC (4)
|
|
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 DJ, LLC
|
|
Colorado
|
NGL Water Solutions Eagle Ford, LLC
|
|
Delaware
|
Choya Operating, LLC
|
|
Texas
|
Indigo Injection #3-1, LLC (5)
|
|
Delaware
|
AntiCline Disposal, LLC
|
|
Wyoming
|
NGL Water Solutions Permian, LLC
|
|
Colorado
|
NGL Water Pipelines, LLC (6)
|
|
Texas
|
TransMontaigne Product Services LLC
|
|
Delaware
|
TransMontaigne Services LLC
|
|
Delaware
|
High Sierra Energy GP, LLC
|
|
Colorado
|
High Sierra Energy, LP
|
|
Delaware
|
|
(1)
|
NGL Energy Partners LP owns a 60% member interest in Atlantic Propane, LLC.
|
(2)
|
NGL Energy Partners LP owns a
20%
member interest in E Energy Adams, LLC at March 31, 2018. On May 3, 2018, NGL Energy Partners LP sold its member interest in E Energy Adams, LLC.
|
(6)
|
NGL Energy Partners LP owns an 81.625% member interest in NGL Water Pipelines, LLC at March 31, 2018. On April 24, 2018, NGL Energy Partners LP acquired the remaining
18.375%
interest in NGL Water Pipelines, LLC.
|
/s/ GRANT THORNTON LLP
|
|
|
|
Tulsa, Oklahoma
|
|
May 30, 2018
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of NGL Energy Partners LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date : May 30, 2018
|
/s/ H. Michael Krimbill
|
|
H. Michael Krimbill
|
|
Chief Executive Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|
1.
|
I have reviewed this Annual Report on Form 10-K of NGL Energy Partners LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date : May 30, 2018
|
/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
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date : May 30, 2018
|
/s/ H. Michael Krimbill
|
|
H. Michael Krimbill
|
|
Chief Executive Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date : May 30, 2018
|
/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
|