|
Delaware
|
|
27-3427920
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
6120 South Yale Avenue, Suite 805
Tulsa, Oklahoma
|
|
74136
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
Large accelerated filer x
|
|
Accelerated filer ¨
|
|
Non-accelerated filer o
|
|
Smaller reporting company ¨
|
|
Emerging growth company o
|
|
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
•
|
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 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;
|
|
•
|
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;
|
|
•
|
the effect of natural disasters, lightning strikes, or other significant weather events;
|
|
•
|
the availability of local, intrastate, and interstate transportation infrastructure with respect to our truck, railcar, and barge transportation services;
|
|
•
|
the availability, price, and marketing of competing fuels;
|
|
•
|
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;
|
|
•
|
the maturity of the crude oil, natural gas liquids, and refined products industries and competition from other marketers;
|
|
•
|
loss of key personnel;
|
|
•
|
the ability to 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; and
|
|
•
|
changes in the jurisdictional characteristics of, or the applicable regulatory policies with respect to, our pipeline assets.
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
REVENUES:
|
|
|
|
|
|
|
|
|
||||||||
|
Crude Oil Logistics
|
|
$
|
751,180
|
|
|
$
|
585,007
|
|
|
$
|
2,395,064
|
|
|
$
|
1,526,944
|
|
|
Water Solutions
|
|
75,458
|
|
|
64,024
|
|
|
231,367
|
|
|
162,023
|
|
||||
|
Liquids
|
|
749,433
|
|
|
759,589
|
|
|
1,759,772
|
|
|
1,464,784
|
|
||||
|
Refined Products and Renewables
|
|
4,800,430
|
|
|
2,944,874
|
|
|
14,488,619
|
|
|
8,806,717
|
|
||||
|
Other
|
|
319
|
|
|
289
|
|
|
1,066
|
|
|
696
|
|
||||
|
Total Revenues
|
|
6,376,820
|
|
|
4,353,783
|
|
|
18,875,888
|
|
|
11,961,164
|
|
||||
|
COST OF SALES:
|
|
|
|
|
|
|
|
|
||||||||
|
Crude Oil Logistics
|
|
685,417
|
|
|
552,871
|
|
|
2,226,397
|
|
|
1,423,511
|
|
||||
|
Water Solutions
|
|
(39,470
|
)
|
|
10,192
|
|
|
(17,309
|
)
|
|
13,019
|
|
||||
|
Liquids
|
|
707,187
|
|
|
721,246
|
|
|
1,668,646
|
|
|
1,404,147
|
|
||||
|
Refined Products and Renewables
|
|
4,760,756
|
|
|
2,951,440
|
|
|
14,440,852
|
|
|
8,781,009
|
|
||||
|
Other
|
|
494
|
|
|
117
|
|
|
1,481
|
|
|
311
|
|
||||
|
Total Cost of Sales
|
|
6,114,384
|
|
|
4,235,866
|
|
|
18,320,067
|
|
|
11,621,997
|
|
||||
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
||||||||
|
Operating
|
|
62,892
|
|
|
51,140
|
|
|
179,463
|
|
|
146,768
|
|
||||
|
General and administrative
|
|
24,779
|
|
|
26,396
|
|
|
86,538
|
|
|
69,939
|
|
||||
|
Depreciation and amortization
|
|
53,434
|
|
|
52,210
|
|
|
158,229
|
|
|
158,222
|
|
||||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(36,246
|
)
|
|
(112,388
|
)
|
|
71,077
|
|
|
(13,246
|
)
|
||||
|
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
800
|
|
|
5,600
|
|
||||
|
Operating Income (Loss)
|
|
157,577
|
|
|
100,559
|
|
|
59,714
|
|
|
(28,116
|
)
|
||||
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Equity in earnings of unconsolidated entities
|
|
1,777
|
|
|
2,588
|
|
|
2,375
|
|
|
6,677
|
|
||||
|
Interest expense
|
|
(39,151
|
)
|
|
(51,696
|
)
|
|
(126,777
|
)
|
|
(150,918
|
)
|
||||
|
Loss on early extinguishment of liabilities, net
|
|
(10,083
|
)
|
|
(21,141
|
)
|
|
(10,220
|
)
|
|
(22,479
|
)
|
||||
|
Other income (expense), net
|
|
1,292
|
|
|
1,881
|
|
|
(31,006
|
)
|
|
5,251
|
|
||||
|
Income (Loss) From Continuing Operations Before Income Taxes
|
|
111,412
|
|
|
32,191
|
|
|
(105,914
|
)
|
|
(189,585
|
)
|
||||
|
INCOME TAX EXPENSE
|
|
(980
|
)
|
|
(364
|
)
|
|
(2,322
|
)
|
|
(869
|
)
|
||||
|
Income (Loss) From Continuing Operations
|
|
110,432
|
|
|
31,827
|
|
|
(108,236
|
)
|
|
(190,454
|
)
|
||||
|
Income From Discontinued Operations, net of Tax
|
|
96
|
|
|
24,942
|
|
|
404,414
|
|
|
9,937
|
|
||||
|
Net Income (Loss)
|
|
110,528
|
|
|
56,769
|
|
|
296,178
|
|
|
(180,517
|
)
|
||||
|
LESS: NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
307
|
|
|
(89
|
)
|
|
1,170
|
|
|
(221
|
)
|
||||
|
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
—
|
|
|
(424
|
)
|
|
446
|
|
|
261
|
|
||||
|
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
$
|
110,835
|
|
|
$
|
56,256
|
|
|
$
|
297,794
|
|
|
$
|
(180,477
|
)
|
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)
|
|
$
|
80,876
|
|
|
$
|
15,470
|
|
|
$
|
(180,870
|
)
|
|
$
|
(232,893
|
)
|
|
NET INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)
|
|
$
|
96
|
|
|
$
|
24,494
|
|
|
$
|
404,455
|
|
|
$
|
10,187
|
|
|
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS
|
|
$
|
80,972
|
|
|
$
|
39,964
|
|
|
$
|
223,585
|
|
|
$
|
(222,706
|
)
|
|
BASIC INCOME (LOSS) PER COMMON UNIT
|
|
|
|
|
|
|
|
|
||||||||
|
Income (Loss) From Continuing Operations
|
|
$
|
0.65
|
|
|
$
|
0.13
|
|
|
$
|
(1.48
|
)
|
|
$
|
(1.92
|
)
|
|
Income From Discontinued Operations, net of Tax
|
|
0.00
|
|
|
0.20
|
|
|
3.30
|
|
|
0.08
|
|
||||
|
Net Income (Loss)
|
|
$
|
0.65
|
|
|
$
|
0.33
|
|
|
$
|
1.82
|
|
|
$
|
(1.84
|
)
|
|
DILUTED INCOME (LOSS) PER COMMON UNIT
|
|
|
|
|
|
|
|
|
||||||||
|
Income (Loss) From Continuing Operations
|
|
$
|
0.64
|
|
|
$
|
0.12
|
|
|
$
|
(1.48
|
)
|
|
$
|
(1.92
|
)
|
|
Income From Discontinued Operations, net of Tax
|
|
0.00
|
|
|
0.20
|
|
|
3.30
|
|
|
0.08
|
|
||||
|
Net Income (Loss)
|
|
$
|
0.64
|
|
|
$
|
0.32
|
|
|
$
|
1.82
|
|
|
$
|
(1.84
|
)
|
|
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
|
123,892,680
|
|
|
120,844,008
|
|
|
122,609,625
|
|
|
120,899,502
|
|
||||
|
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
|
125,959,751
|
|
|
124,161,966
|
|
|
122,609,625
|
|
|
120,899,502
|
|
||||
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Net income (loss)
|
|
$
|
110,528
|
|
|
$
|
56,769
|
|
|
$
|
296,178
|
|
|
$
|
(180,517
|
)
|
|
Other comprehensive (loss) income
|
|
(3
|
)
|
|
784
|
|
|
(27
|
)
|
|
350
|
|
||||
|
Comprehensive income (loss)
|
|
$
|
110,525
|
|
|
$
|
57,553
|
|
|
$
|
296,151
|
|
|
$
|
(180,167
|
)
|
|
|
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
Class B Preferred
|
|
Common
|
|
Accumulated
Other |
|
|
|
|
||||||||||||||||||
|
|
|
General
Partner |
|
Units
|
|
Amount
|
|
Units |
|
Amount
|
|
Comprehensive
(Income) Loss |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||
|
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
|
|
|
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,756
|
)
|
|
—
|
|
|
—
|
|
|
(177,003
|
)
|
||||||
|
Contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
169
|
|
||||||
|
Sawtooth joint venture
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(791
|
)
|
|
(854
|
)
|
||||||
|
Purchase of noncontrolling interest (Note 4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(3,927
|
)
|
|
(3,960
|
)
|
||||||
|
Redeemable noncontrolling interest valuation adjustment (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,349
|
)
|
|
—
|
|
|
—
|
|
|
(3,349
|
)
|
||||||
|
Repurchase of warrants (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
||||||
|
Common unit repurchases and cancellations (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,550
|
)
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
||||||
|
Equity issued pursuant to incentive compensation plan (Note 10)
|
|
21
|
|
|
—
|
|
|
—
|
|
|
2,347,751
|
|
|
33,926
|
|
|
—
|
|
|
—
|
|
|
33,947
|
|
||||||
|
Warrants exercised (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228,797
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
|
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,359
|
)
|
|
—
|
|
|
—
|
|
|
(40,359
|
)
|
||||||
|
Net income (loss)
|
|
327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297,467
|
|
|
—
|
|
|
(1,170
|
)
|
|
296,624
|
|
||||||
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
||||||
|
Cumulative effect adjustment for adoption of ASC 606 (Note 15)
|
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,167
|
|
|
—
|
|
|
—
|
|
|
139,306
|
|
||||||
|
Cumulative effect adjustment for adoption of ASU 2016-01 (Note 2)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,567
|
)
|
|
1,569
|
|
|
—
|
|
|
—
|
|
||||||
|
BALANCES AT DECEMBER 31, 2018
|
|
$
|
(50,581
|
)
|
|
8,400,000
|
|
|
$
|
202,731
|
|
|
124,033,723
|
|
|
$
|
2,085,780
|
|
|
$
|
(273
|
)
|
|
$
|
77,784
|
|
|
$
|
2,315,441
|
|
|
|
|
Nine Months Ended December 31,
|
||||||
|
|
|
2018
|
|
2017
|
||||
|
OPERATING ACTIVITIES:
|
|
|
|
|
||||
|
Net income (loss)
|
|
$
|
296,178
|
|
|
$
|
(180,517
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
|
Income from discontinued operations, net of tax
|
|
(404,414
|
)
|
|
(9,937
|
)
|
||
|
Depreciation and amortization, including amortization of debt issuance costs
|
|
169,573
|
|
|
170,987
|
|
||
|
Loss on early extinguishment or revaluation of liabilities, net
|
|
11,020
|
|
|
28,079
|
|
||
|
Non-cash equity-based compensation expense
|
|
32,575
|
|
|
27,114
|
|
||
|
Loss (gain) on disposal or impairment of assets, net
|
|
71,077
|
|
|
(13,246
|
)
|
||
|
Provision for doubtful accounts
|
|
409
|
|
|
669
|
|
||
|
Net adjustments to fair value of commodity derivatives
|
|
(150,664
|
)
|
|
99,539
|
|
||
|
Equity in earnings of unconsolidated entities
|
|
(2,375
|
)
|
|
(6,677
|
)
|
||
|
Distributions of earnings from unconsolidated entities
|
|
1,500
|
|
|
4,891
|
|
||
|
Lower of cost or market value adjustment
|
|
47,785
|
|
|
297
|
|
||
|
Other
|
|
(225
|
)
|
|
241
|
|
||
|
Changes in operating assets and liabilities, exclusive of acquisitions:
|
|
|
|
|
||||
|
Accounts receivable-trade and affiliates
|
|
12,468
|
|
|
(266,304
|
)
|
||
|
Inventories
|
|
(69,413
|
)
|
|
(84,171
|
)
|
||
|
Other current and noncurrent assets
|
|
32,139
|
|
|
(5,753
|
)
|
||
|
Accounts payable-trade and affiliates
|
|
37,932
|
|
|
197,148
|
|
||
|
Other current and noncurrent liabilities
|
|
(918
|
)
|
|
4,723
|
|
||
|
Net cash provided by (used in) operating activities-continuing operations
|
|
84,647
|
|
|
(32,917
|
)
|
||
|
Net cash provided by operating activities-discontinued operations
|
|
31,011
|
|
|
37,204
|
|
||
|
Net cash provided by operating activities
|
|
115,658
|
|
|
4,287
|
|
||
|
INVESTING ACTIVITIES:
|
|
|
|
|
||||
|
Capital expenditures
|
|
(303,989
|
)
|
|
(82,306
|
)
|
||
|
Acquisitions, net of cash acquired
|
|
(197,971
|
)
|
|
(19,897
|
)
|
||
|
Settlements of commodity derivatives
|
|
95,978
|
|
|
(85,575
|
)
|
||
|
Proceeds from sales of assets
|
|
8,335
|
|
|
31,339
|
|
||
|
Proceeds from divestitures of businesses and investments, net
|
|
103,594
|
|
|
292,117
|
|
||
|
Investments in unconsolidated entities
|
|
(92
|
)
|
|
(21,461
|
)
|
||
|
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
11,710
|
|
||
|
Repayments on loan for natural gas liquids facility
|
|
8,371
|
|
|
7,425
|
|
||
|
Loan to affiliate
|
|
(1,515
|
)
|
|
(1,460
|
)
|
||
|
Repayments on loan to affiliate
|
|
—
|
|
|
4,160
|
|
||
|
Other
|
|
—
|
|
|
20,000
|
|
||
|
Net cash (used in) provided by investing activities-continuing operations
|
|
(287,289
|
)
|
|
156,052
|
|
||
|
Net cash provided by (used in) investing activities-discontinued operations
|
|
845,779
|
|
|
(51,000
|
)
|
||
|
Net cash provided by investing activities
|
|
558,490
|
|
|
105,052
|
|
||
|
FINANCING ACTIVITIES:
|
|
|
|
|
||||
|
Proceeds from borrowings under Revolving Credit Facility
|
|
2,956,500
|
|
|
1,674,500
|
|
||
|
Payments on Revolving Credit Facility
|
|
(3,037,000
|
)
|
|
(1,349,500
|
)
|
||
|
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(395,471
|
)
|
|
(415,568
|
)
|
||
|
Payments on other long-term debt
|
|
(488
|
)
|
|
(716
|
)
|
||
|
Debt issuance costs
|
|
(915
|
)
|
|
(2,497
|
)
|
||
|
Contributions from noncontrolling interest owners, net
|
|
169
|
|
|
23
|
|
||
|
Distributions to general and common unit partners and preferred unitholders
|
|
(177,003
|
)
|
|
(166,589
|
)
|
||
|
Distributions to noncontrolling interest owners
|
|
—
|
|
|
(3,082
|
)
|
||
|
Proceeds from sale of preferred units, net of offering costs
|
|
—
|
|
|
202,731
|
|
||
|
Repurchase of warrants
|
|
(14,988
|
)
|
|
(10,549
|
)
|
||
|
Common unit repurchases and cancellations
|
|
(162
|
)
|
|
(15,608
|
)
|
||
|
Payments for settlement and early extinguishment of liabilities
|
|
(3,534
|
)
|
|
(2,408
|
)
|
||
|
Net cash used in financing activities-continuing operations
|
|
(672,892
|
)
|
|
(89,263
|
)
|
||
|
Net cash used in financing activities-discontinued operations
|
|
(325
|
)
|
|
(3,645
|
)
|
||
|
Net cash used in financing activities
|
|
(673,217
|
)
|
|
(92,908
|
)
|
||
|
Net increase in cash and cash equivalents
|
|
931
|
|
|
16,431
|
|
||
|
Cash and cash equivalents, beginning of period
|
|
22,094
|
|
|
7,826
|
|
||
|
Cash and cash equivalents, end of period
|
|
$
|
23,025
|
|
|
$
|
24,257
|
|
|
Supplemental cash flow information:
|
|
|
|
|
||||
|
Cash interest paid
|
|
$
|
132,318
|
|
|
$
|
153,788
|
|
|
Income taxes paid (net of income tax refunds)
|
|
$
|
1,893
|
|
|
$
|
1,614
|
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
||||
|
Distributions declared but not paid to Class B preferred unitholders
|
|
$
|
4,725
|
|
|
$
|
4,725
|
|
|
Accrued capital expenditures
|
|
$
|
34,734
|
|
|
$
|
7,444
|
|
|
•
|
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 and it also sells freshwater to producers for exploration and production activities.
|
|
•
|
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 19 owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah.
|
|
•
|
Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations, purchases refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedules 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.
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Crude oil
|
|
$
|
53,312
|
|
|
$
|
77,351
|
|
|
Natural gas liquids:
|
|
|
|
|
||||
|
Propane
|
|
92,328
|
|
|
38,910
|
|
||
|
Butane
|
|
30,855
|
|
|
12,613
|
|
||
|
Other
|
|
8,262
|
|
|
6,515
|
|
||
|
Refined products:
|
|
|
|
|
||||
|
Gasoline
|
|
215,798
|
|
|
253,286
|
|
||
|
Diesel
|
|
125,565
|
|
|
113,939
|
|
||
|
Renewables:
|
|
|
|
|
||||
|
Ethanol
|
|
38,911
|
|
|
38,093
|
|
||
|
Biodiesel
|
|
7,900
|
|
|
10,596
|
|
||
|
Total
|
|
$
|
572,931
|
|
|
$
|
551,303
|
|
|
Entity
|
|
Segment
|
|
Ownership
Interest (1) |
|
Date Acquired
or Formed |
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
|
Water treatment and disposal facility (2)
|
|
Water Solutions
|
|
50%
|
|
August 2015
|
|
$
|
2,378
|
|
|
$
|
2,094
|
|
|
Water services company (3)
|
|
Water Solutions
|
|
50%
|
|
August 2018
|
|
2,419
|
|
|
—
|
|
||
|
E Energy Adams, LLC (4)
|
|
Refined Products and Renewables
|
|
—%
|
|
December 2013
|
|
—
|
|
|
15,142
|
|
||
|
Victory Propane, LLC (5)
|
|
Corporate and Other
|
|
—%
|
|
April 2015
|
|
—
|
|
|
—
|
|
||
|
Total
|
|
|
|
|
|
|
|
$
|
4,797
|
|
|
$
|
17,236
|
|
|
|
|
(1)
|
Ownership interest percentages are at December 31, 2018.
|
|
(2)
|
This is an investment in an unincorporated joint venture.
|
|
(3)
|
This is an investment in an unincorporated joint venture that we acquired as part of an acquisition in August 2018. See for a further discussion.
|
|
(4)
|
On May 3, 2018, we sold our previously held 20% interest in E Energy Adams, LLC for net proceeds of $18.6 million and recorded a gain on disposal of $3.0 million during the nine months ended December 31, 2018 within (gain) loss on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations.
|
|
(5)
|
On August 14, 2018, we sold our previously held 50% interest in Victory Propane. See for a further discussion.
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Loan receivable (1)
|
|
$
|
20,119
|
|
|
$
|
29,463
|
|
|
Line fill (2)
|
|
33,437
|
|
|
34,897
|
|
||
|
Tank bottoms (3)
|
|
44,148
|
|
|
42,044
|
|
||
|
Minimum shipping fees - pipeline commitments (4)
|
|
23,494
|
|
|
88,757
|
|
||
|
Other
|
|
48,899
|
|
|
49,878
|
|
||
|
Total
|
|
$
|
170,097
|
|
|
$
|
245,039
|
|
|
|
|
(1)
|
Represents the noncurrent portion of a loan receivable associated with our financing of the construction of a natural gas liquids facility that is 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 December 31, 2018, line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. At March 31, 2018, line fill consisted of 360,425 barrels of crude oil and 262,000 barrels of propane. 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 December 31, 2018 and March 31, 2018, tank bottoms held in third party terminals consisted of 389,737 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, or deficiency credits, for two contracts with crude oil pipeline operators. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see ). During the three months ended June 30, 2018, we entered into a definitive agreement, as described further in Note 13, in which we agreed to provide the benefit of our deficiency credit under one of these contracts. As a result of providing this benefit to the third party, we wrote off $67.7 million of these deficiency credits to (gain) loss on disposal or impairment of assets, net in our unaudited condensed consolidated statements of operation during the three months ended June 30, 2018. Under the remaining other contract for which we have the future benefit, we currently have 16 months in which to ship the excess volumes.
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Accrued compensation and benefits
|
|
$
|
15,174
|
|
|
$
|
18,033
|
|
|
Excise and other tax liabilities
|
|
42,478
|
|
|
40,829
|
|
||
|
Derivative liabilities
|
|
112,374
|
|
|
51,039
|
|
||
|
Accrued interest
|
|
27,360
|
|
|
39,947
|
|
||
|
Product exchange liabilities
|
|
27,220
|
|
|
11,842
|
|
||
|
Gavilon legal matter settlement (Note 9)
|
|
12,500
|
|
|
—
|
|
||
|
Deferred gain on sale of general partner interest in TLP (1)
|
|
—
|
|
|
30,113
|
|
||
|
Other
|
|
26,626
|
|
|
31,701
|
|
||
|
Total
|
|
$
|
263,732
|
|
|
$
|
223,504
|
|
|
|
|
(1)
|
See Note 15 for a discussion of the accounting for the deferred gain upon adoption of ASU No. 2014-09 and ASU No. 2017-05.
|
|
Balance at March 31, 2018
|
|
$
|
9,927
|
|
|
Net loss attributable to redeemable noncontrolling interest
|
|
(446
|
)
|
|
|
Redeemable noncontrolling interest valuation adjustment
|
|
3,349
|
|
|
|
Disposal of redeemable noncontrolling interest
|
|
(12,830
|
)
|
|
|
Balance at December 31, 2018
|
|
$
|
—
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
Weighted average common units outstanding during the period:
|
|
|
|
|
|
|
|
||||
|
Common units - Basic
|
123,892,680
|
|
|
120,844,008
|
|
|
122,609,625
|
|
|
120,899,502
|
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
||||
|
Warrants
|
1,456,947
|
|
|
2,914,383
|
|
|
—
|
|
|
—
|
|
|
Service awards
|
610,124
|
|
|
403,575
|
|
|
—
|
|
|
—
|
|
|
Common units - Diluted
|
125,959,751
|
|
|
124,161,966
|
|
|
122,609,625
|
|
|
120,899,502
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||
|
Income (loss) from continuing operations
|
$
|
110,432
|
|
|
$
|
31,827
|
|
|
$
|
(108,236
|
)
|
|
$
|
(190,454
|
)
|
|
Less: Continuing operations loss (income) attributable to noncontrolling interests
|
307
|
|
|
(89
|
)
|
|
1,170
|
|
|
(221
|
)
|
||||
|
Net income (loss) from continuing operations attributable to NGL Energy Partners LP
|
110,739
|
|
|
31,738
|
|
|
(107,066
|
)
|
|
(190,675
|
)
|
||||
|
Less: Distributions to preferred unitholders (1)
|
(29,748
|
)
|
|
(16,219
|
)
|
|
(73,882
|
)
|
|
(42,001
|
)
|
||||
|
Less: Continuing operations (income) loss allocated to general partner (2)
|
(115
|
)
|
|
(49
|
)
|
|
78
|
|
|
132
|
|
||||
|
Less: Repurchase of warrants (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
||||
|
Net income (loss) from continuing operations allocated to common unitholders
|
$
|
80,876
|
|
|
$
|
15,470
|
|
|
$
|
(180,870
|
)
|
|
$
|
(232,893
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Income from discontinued operations, net of tax
|
$
|
96
|
|
|
$
|
24,942
|
|
|
$
|
404,414
|
|
|
$
|
9,937
|
|
|
Less: Discontinued operations (income) loss attributable to redeemable noncontrolling interests
|
—
|
|
|
(424
|
)
|
|
446
|
|
|
261
|
|
||||
|
Less: Discontinued operations (income) allocated to general partner (2)
|
—
|
|
|
(24
|
)
|
|
(405
|
)
|
|
(11
|
)
|
||||
|
Net income from discontinued operations allocated to common unitholders
|
$
|
96
|
|
|
$
|
24,494
|
|
|
$
|
404,455
|
|
|
$
|
10,187
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss) allocated to common unitholders
|
$
|
80,972
|
|
|
$
|
39,964
|
|
|
$
|
223,585
|
|
|
$
|
(222,706
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic income (loss) per common unit
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) from continuing operations
|
$
|
0.65
|
|
|
$
|
0.13
|
|
|
$
|
(1.48
|
)
|
|
$
|
(1.92
|
)
|
|
Income from discontinued operations, net of tax
|
0.00
|
|
|
0.20
|
|
|
3.30
|
|
|
0.08
|
|
||||
|
Net income (loss)
|
$
|
0.65
|
|
|
$
|
0.33
|
|
|
$
|
1.82
|
|
|
$
|
(1.84
|
)
|
|
Diluted income (loss) per common unit
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) from continuing operations
|
$
|
0.64
|
|
|
$
|
0.12
|
|
|
$
|
(1.48
|
)
|
|
$
|
(1.92
|
)
|
|
Income from discontinued operations, net of tax
|
0.00
|
|
|
0.20
|
|
|
3.30
|
|
|
0.08
|
|
||||
|
Net income (loss)
|
$
|
0.64
|
|
|
$
|
0.32
|
|
|
$
|
1.82
|
|
|
$
|
(1.84
|
)
|
|
Basic weighted average common units outstanding
|
123,892,680
|
|
|
120,844,008
|
|
|
122,609,625
|
|
|
120,899,502
|
|
||||
|
Diluted weighted average common units outstanding
|
125,959,751
|
|
|
124,161,966
|
|
|
122,609,625
|
|
|
120,899,502
|
|
||||
|
|
|
(1)
|
This amount includes the distribution to preferred unitholders as well as the accretion for the beneficial conversion, as discussed further in Note 10.
|
|
(2)
|
Net (income) loss allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights.
|
|
(3)
|
This amount represents the excess of the repurchase price over the fair value of the warrants, as discussed further in Note 10.
|
|
Property, plant and equipment
|
$
|
33,202
|
|
|
Goodwill
|
58,751
|
|
|
|
Intangible assets
|
25,124
|
|
|
|
Other noncurrent liabilities
|
(1,127
|
)
|
|
|
Fair value of net assets acquired
|
$
|
115,950
|
|
|
Current assets
|
$
|
519
|
|
|
Property, plant and equipment
|
23,787
|
|
|
|
Goodwill
|
7,771
|
|
|
|
Intangible assets
|
68,624
|
|
|
|
Investments in unconsolidated entities
|
2,060
|
|
|
|
Current liabilities
|
(173
|
)
|
|
|
Other noncurrent liabilities
|
(24,527
|
)
|
|
|
Fair value of net assets acquired
|
$
|
78,061
|
|
|
Description
|
Estimated
Useful Lives |
|
December 31, 2018
|
|
March 31, 2018
|
||||||
|
|
(in years)
|
|
(in thousands)
|
||||||||
|
Natural gas liquids terminal and storage assets
|
2
|
-
|
30
|
|
$
|
236,145
|
|
|
$
|
238,487
|
|
|
Pipeline and related facilities
|
30
|
-
|
40
|
|
243,762
|
|
|
243,616
|
|
||
|
Refined products terminal assets and equipment
|
15
|
-
|
25
|
|
6,736
|
|
|
6,736
|
|
||
|
Vehicles and railcars
|
3
|
-
|
25
|
|
126,209
|
|
|
121,159
|
|
||
|
Water treatment facilities and equipment
|
3
|
-
|
30
|
|
685,675
|
|
|
601,139
|
|
||
|
Crude oil tanks and related equipment
|
2
|
-
|
30
|
|
211,056
|
|
|
218,588
|
|
||
|
Barges and towboats
|
5
|
-
|
30
|
|
107,999
|
|
|
92,712
|
|
||
|
Information technology equipment
|
3
|
-
|
7
|
|
32,622
|
|
|
30,749
|
|
||
|
Buildings and leasehold improvements
|
3
|
-
|
40
|
|
143,764
|
|
|
147,442
|
|
||
|
Land
|
|
|
|
|
97,047
|
|
|
51,816
|
|
||
|
Tank bottoms and line fill (1)
|
|
|
|
|
20,113
|
|
|
20,118
|
|
||
|
Other
|
3
|
-
|
20
|
|
14,729
|
|
|
11,794
|
|
||
|
Construction in progress
|
|
|
|
|
202,330
|
|
|
77,596
|
|
||
|
|
|
|
|
|
2,128,187
|
|
|
1,861,952
|
|
||
|
Accumulated depreciation
|
|
|
|
|
(402,025
|
)
|
|
(343,345
|
)
|
||
|
Net property, plant and equipment
|
|
|
|
|
$
|
1,726,162
|
|
|
$
|
1,518,607
|
|
|
|
|
(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.
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Depreciation expense
|
|
$
|
26,416
|
|
|
$
|
25,493
|
|
|
$
|
77,129
|
|
|
$
|
76,417
|
|
|
Capitalized interest expense
|
|
$
|
160
|
|
|
$
|
66
|
|
|
$
|
482
|
|
|
$
|
66
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Crude Oil Logistics
|
|
$
|
(75
|
)
|
|
$
|
1,036
|
|
|
$
|
1,251
|
|
|
$
|
(2,993
|
)
|
|
Water Solutions
|
|
(443
|
)
|
|
2,929
|
|
|
2,762
|
|
|
4,368
|
|
||||
|
Liquids
|
|
—
|
|
|
(214
|
)
|
|
994
|
|
|
638
|
|
||||
|
Total
|
|
$
|
(518
|
)
|
|
$
|
3,751
|
|
|
$
|
5,007
|
|
|
$
|
2,013
|
|
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Total
|
||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||
|
Balances at March 31, 2018
|
|
$
|
579,846
|
|
|
$
|
424,465
|
|
|
$
|
149,169
|
|
|
$
|
51,127
|
|
|
$
|
1,204,607
|
|
|
Acquisitions (Note 4)
|
|
—
|
|
|
66,522
|
|
|
—
|
|
|
—
|
|
|
66,522
|
|
|||||
|
Disposals (Note 16)
|
|
—
|
|
|
(24,241
|
)
|
|
—
|
|
|
—
|
|
|
(24,241
|
)
|
|||||
|
Goodwill moved to assets held for sale (1)
|
|
—
|
|
|
(64,274
|
)
|
|
—
|
|
|
—
|
|
|
(64,274
|
)
|
|||||
|
Balances at December 31, 2018
|
|
$
|
579,846
|
|
|
$
|
402,472
|
|
|
$
|
149,169
|
|
|
$
|
51,127
|
|
|
$
|
1,182,614
|
|
|
|
|
(1)
|
This amount relates to the potential sale of the South Pecos water disposal business (see Note 14).
|
|
|
|
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||||||||||||||||
|
Description
|
|
Amortizable Lives
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||||
|
|
|
(in years)
|
|
(in thousands)
|
||||||||||||||||||||||||
|
Amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
|
3
|
-
|
20
|
|
$
|
716,305
|
|
|
$
|
(353,102
|
)
|
|
$
|
363,203
|
|
|
$
|
718,763
|
|
|
$
|
(328,666
|
)
|
|
$
|
390,097
|
|
|
Customer commitments
|
|
10
|
|
|
|
310,000
|
|
|
(67,167
|
)
|
|
242,833
|
|
|
310,000
|
|
|
(43,917
|
)
|
|
266,083
|
|
||||||
|
Pipeline capacity rights
|
|
30
|
|
|
|
161,785
|
|
|
(21,090
|
)
|
|
140,695
|
|
|
161,785
|
|
|
(17,045
|
)
|
|
144,740
|
|
||||||
|
Rights-of-way and easements
|
|
1
|
-
|
40
|
|
66,086
|
|
|
(4,761
|
)
|
|
61,325
|
|
|
63,995
|
|
|
(3,214
|
)
|
|
60,781
|
|
||||||
|
Executory contracts and other agreements
|
|
3
|
-
|
30
|
|
45,730
|
|
|
(16,482
|
)
|
|
29,248
|
|
|
42,919
|
|
|
(15,424
|
)
|
|
27,495
|
|
||||||
|
Non-compete agreements
|
|
2
|
-
|
32
|
|
12,715
|
|
|
(2,029
|
)
|
|
10,686
|
|
|
5,465
|
|
|
(706
|
)
|
|
4,759
|
|
||||||
|
Debt issuance costs (1)
|
|
5
|
|
|
|
41,882
|
|
|
(28,261
|
)
|
|
13,621
|
|
|
40,992
|
|
|
(24,593
|
)
|
|
16,399
|
|
||||||
|
Total amortizable
|
|
|
|
|
|
1,354,503
|
|
|
(492,892
|
)
|
|
861,611
|
|
|
1,343,919
|
|
|
(433,565
|
)
|
|
910,354
|
|
||||||
|
Non-amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Water rights
|
|
|
|
|
|
58,352
|
|
|
—
|
|
|
58,352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Trade names
|
|
|
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
|
Total non-amortizable
|
|
|
|
|
|
61,152
|
|
|
—
|
|
|
61,152
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
|
Total
|
|
|
|
|
|
$
|
1,415,655
|
|
|
$
|
(492,892
|
)
|
|
$
|
922,763
|
|
|
$
|
1,346,719
|
|
|
$
|
(433,565
|
)
|
|
$
|
913,154
|
|
|
|
|
(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.
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
Recorded In
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
Depreciation and amortization
|
$
|
27,018
|
|
|
$
|
26,717
|
|
|
$
|
81,100
|
|
|
$
|
81,805
|
|
|
Cost of sales
|
1,385
|
|
|
1,505
|
|
|
4,234
|
|
|
4,596
|
|
||||
|
Interest expense
|
1,250
|
|
|
1,154
|
|
|
3,668
|
|
|
3,394
|
|
||||
|
Total
|
$
|
29,653
|
|
|
$
|
29,376
|
|
|
$
|
89,002
|
|
|
$
|
89,795
|
|
|
Fiscal Year Ending March 31,
|
|
||
|
2019 (three months)
|
$
|
28,410
|
|
|
2020
|
113,187
|
|
|
|
2021
|
101,000
|
|
|
|
2022
|
88,245
|
|
|
|
2023
|
80,316
|
|
|
|
Thereafter
|
450,453
|
|
|
|
Total
|
$
|
861,611
|
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||||||||||||||||
|
|
|
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
|
|
889,000
|
|
|
—
|
|
|
889,000
|
|
|
969,500
|
|
|
—
|
|
|
969,500
|
|
||||||
|
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
5.125% Notes due 2019 ("2019 Notes") (2)
|
|
339,886
|
|
|
(666
|
)
|
|
339,220
|
|
|
353,424
|
|
|
(1,653
|
)
|
|
351,771
|
|
||||||
|
6.875% Notes due 2021 ("2021 Notes")
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367,048
|
|
|
(4,499
|
)
|
|
362,549
|
|
||||||
|
7.500% Notes due 2023 ("2023 Notes")
|
|
607,323
|
|
|
(7,295
|
)
|
|
600,028
|
|
|
615,947
|
|
|
(8,542
|
)
|
|
607,405
|
|
||||||
|
6.125% Notes due 2025 ("2025 Notes")
|
|
389,135
|
|
|
(5,307
|
)
|
|
383,828
|
|
|
389,135
|
|
|
(5,951
|
)
|
|
383,184
|
|
||||||
|
Other long-term debt
|
|
5,492
|
|
|
—
|
|
|
5,492
|
|
|
5,977
|
|
|
—
|
|
|
5,977
|
|
||||||
|
|
|
2,230,836
|
|
|
(13,268
|
)
|
|
2,217,568
|
|
|
2,701,031
|
|
|
(20,645
|
)
|
|
2,680,386
|
|
||||||
|
Less: Current maturities
|
|
340,533
|
|
|
(666
|
)
|
|
339,867
|
|
|
646
|
|
|
—
|
|
|
646
|
|
||||||
|
Long-term debt
|
|
$
|
1,890,303
|
|
|
$
|
(12,602
|
)
|
|
$
|
1,877,701
|
|
|
$
|
2,700,385
|
|
|
$
|
(20,645
|
)
|
|
$
|
2,679,740
|
|
|
|
|
(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.
|
|
(2)
|
Amount is included in current maturities, as discussed further below.
|
|
Fiscal Year Ending March 31,
|
|
|
||
|
2019 (three months)
|
|
$
|
901
|
|
|
2020
|
|
2,730
|
|
|
|
2021
|
|
2,367
|
|
|
|
2022
|
|
2,367
|
|
|
|
2023
|
|
2,367
|
|
|
|
Thereafter
|
|
2,536
|
|
|
|
Total
|
|
$
|
13,268
|
|
|
|
|
|
|
Senior Secured
|
|
Interest
|
|
Total Leverage
|
||||
|
Period Beginning
|
|
Leverage Ratio (1)
|
|
Leverage Ratio (1)
|
|
Coverage Ratio (2)
|
|
Indebtedness Ratio (1)
|
||||
|
December 31, 2018
|
|
4.75
|
|
|
3.25
|
|
|
2.75
|
|
|
—
|
|
|
March 31, 2019
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.50
|
|
|
September 30, 2019
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.25
|
|
|
March 31, 2020
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.00
|
|
|
|
|
(1)
|
Represents the maximum ratio for the period presented.
|
|
(2)
|
Represents the minimum ratio for the period presented.
|
|
|
|
Three and Nine Months Ended
|
||
|
|
|
December 31,
|
||
|
|
|
2018
|
||
|
|
|
(in thousands)
|
||
|
2021 Notes
|
|
|
||
|
Notes redeemed
|
|
$
|
367,048
|
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
373,358
|
|
|
Loss on early extinguishment of debt (1)
|
|
$
|
(10,131
|
)
|
|
|
|
(1)
|
Loss on the early extinguishment of debt for the 2021 Notes during the three months and nine months ended December 31, 2018 is inclusive of the write off of debt issuance costs of $3.8 million. The loss is reported within loss on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
|
|
December 31,
|
|
December 31,
|
||||
|
|
|
2018
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
2019 Notes
|
|
|
|
|
||||
|
Notes repurchased
|
|
$
|
13,538
|
|
|
$
|
13,538
|
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
13,538
|
|
|
$
|
13,538
|
|
|
Loss on early extinguishment of debt (1)
|
|
$
|
(26
|
)
|
|
$
|
(26
|
)
|
|
|
|
|
|
|
||||
|
2023 Notes
|
|
|
|
|
||||
|
Notes repurchased
|
|
$
|
3,624
|
|
|
$
|
8,624
|
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
3,506
|
|
|
$
|
8,575
|
|
|
Gain (loss) on early extinguishment of debt (2)
|
|
$
|
74
|
|
|
$
|
(63
|
)
|
|
|
|
(1)
|
Loss on the early extinguishment of debt for the 2019 Notes during the three months and nine months ended December 31, 2018 is inclusive of the write off of debt issuance costs of less than $0.1 million. The loss is reported within loss on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.
|
|
(2)
|
Gain (loss) on the early extinguishment of debt for the 2023 Notes during the three months and nine months ended December 31, 2018 is inclusive of the write off of debt issuance costs of less than $0.1 million and $0.1 million, respectively. The gain (loss) is reported within loss on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.
|
|
Fiscal Year Ending March 31,
|
|
Revolving
Credit Facility |
|
Senior Unsecured Notes
|
|
Other
Long-Term Debt |
|
Total
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
2019 (three months)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
161
|
|
|
2020
|
|
—
|
|
|
339,886
|
|
|
648
|
|
|
340,534
|
|
||||
|
2021
|
|
—
|
|
|
—
|
|
|
4,683
|
|
|
4,683
|
|
||||
|
2022
|
|
889,000
|
|
|
—
|
|
|
—
|
|
|
889,000
|
|
||||
|
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Thereafter
|
|
—
|
|
|
996,458
|
|
|
—
|
|
|
996,458
|
|
||||
|
Total
|
|
$
|
889,000
|
|
|
$
|
1,336,344
|
|
|
$
|
5,492
|
|
|
$
|
2,230,836
|
|
|
Balance at March 31, 2018
|
$
|
9,133
|
|
|
Liabilities incurred
|
441
|
|
|
|
Liabilities assumed in acquisitions
|
28
|
|
|
|
Liabilities moved to liabilities held for sale (1)
|
(239
|
)
|
|
|
Liabilities settled
|
(867
|
)
|
|
|
Accretion expense
|
511
|
|
|
|
Balance at December 31, 2018
|
$
|
9,007
|
|
|
|
|
(1)
|
This amount relates to the potential sale of the South Pecos water disposal business (see Note 14).
|
|
Fiscal Year Ending March 31,
|
|
||
|
2019 (three months)
|
$
|
29,233
|
|
|
2020
|
120,861
|
|
|
|
2021
|
99,496
|
|
|
|
2022
|
72,693
|
|
|
|
2023
|
52,270
|
|
|
|
Thereafter
|
47,761
|
|
|
|
Total
|
$
|
422,314
|
|
|
|
|
Crude Oil (1)
|
|
Natural Gas Liquids
|
||||||||||
|
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
|
Fixed-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
|
2019 (three months)
|
|
$
|
64,647
|
|
|
1,236
|
|
|
$
|
13,228
|
|
|
17,472
|
|
|
2020
|
|
—
|
|
|
—
|
|
|
1,363
|
|
|
1,764
|
|
||
|
Total
|
|
$
|
64,647
|
|
|
1,236
|
|
|
$
|
14,591
|
|
|
19,236
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Index-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
|
2019 (three months)
|
|
$
|
520,372
|
|
|
12,564
|
|
|
$
|
223,915
|
|
|
341,020
|
|
|
2020
|
|
751,988
|
|
|
17,698
|
|
|
31,787
|
|
|
52,340
|
|
||
|
2021
|
|
401,873
|
|
|
9,314
|
|
|
—
|
|
|
—
|
|
||
|
2022
|
|
344,897
|
|
|
7,729
|
|
|
—
|
|
|
—
|
|
||
|
2023
|
|
255,400
|
|
|
5,482
|
|
|
—
|
|
|
—
|
|
||
|
Thereafter
|
|
194,673
|
|
|
4,111
|
|
|
—
|
|
|
—
|
|
||
|
Total
|
|
$
|
2,469,203
|
|
|
56,898
|
|
|
$
|
255,702
|
|
|
393,360
|
|
|
|
|
(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 (three months)
|
|
$
|
66,934
|
|
|
1,236
|
|
|
$
|
125,315
|
|
|
125,194
|
|
|
2020
|
|
—
|
|
|
—
|
|
|
22,034
|
|
|
26,322
|
|
||
|
2021
|
|
—
|
|
|
—
|
|
|
247
|
|
|
250
|
|
||
|
Total
|
|
$
|
66,934
|
|
|
1,236
|
|
|
$
|
147,596
|
|
|
151,766
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Index-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
|
2019 (three months)
|
|
$
|
631,014
|
|
|
14,417
|
|
|
$
|
289,954
|
|
|
357,514
|
|
|
2020
|
|
252,541
|
|
|
5,426
|
|
|
98,176
|
|
|
140,827
|
|
||
|
2021
|
|
—
|
|
|
—
|
|
|
76,800
|
|
|
117,180
|
|
||
|
Total
|
|
$
|
883,555
|
|
|
19,843
|
|
|
$
|
464,930
|
|
|
615,521
|
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount Per Unit
|
|
Amount Paid/Payable to Limited Partners
|
|
Amount Paid/Payable to General Partner
|
||||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
||||||
|
April 24, 2018
|
|
May 7, 2018
|
|
May 15, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,374
|
|
|
$
|
82
|
|
|
July 24, 2018
|
|
August 8, 2018
|
|
August 14, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,600
|
|
|
$
|
82
|
|
|
October 23, 2018
|
|
November 8, 2018
|
|
November 14, 2018
|
|
$
|
0.3900
|
|
|
$
|
48,260
|
|
|
$
|
83
|
|
|
January 22, 2019
|
|
February 6, 2019
|
|
February 14, 2019
|
|
$
|
0.3900
|
|
|
$
|
48,373
|
|
|
$
|
83
|
|
|
|
|
|
|
Amount Paid/Payable to Class A
|
||
|
Date Declared
|
|
Payment Date
|
|
Preferred Unitholders
|
||
|
|
|
|
|
(in thousands)
|
||
|
April 24, 2018
|
|
May 15, 2018
|
|
$
|
6,449
|
|
|
July 24, 2018
|
|
August 14, 2018
|
|
$
|
6,449
|
|
|
October 23, 2018
|
|
November 14, 2018
|
|
$
|
6,449
|
|
|
January 22, 2019
|
|
February 14, 2019
|
|
$
|
6,449
|
|
|
|
|
|
|
|
|
Amount Paid to Class B
|
||
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Preferred Unitholders
|
||
|
|
|
|
|
|
|
(in thousands)
|
||
|
March 19, 2018
|
|
April 2, 2018
|
|
April 16, 2018
|
|
$
|
4,725
|
|
|
June 19, 2018
|
|
July 2, 2018
|
|
July 16, 2018
|
|
$
|
4,725
|
|
|
September 12, 2018
|
|
October 1, 2018
|
|
October 15, 2018
|
|
$
|
4,725
|
|
|
December 17, 2018
|
|
December 31, 2018
|
|
January 15, 2019
|
|
$
|
4,725
|
|
|
Unvested Service Award units at March 31, 2018
|
|
2,278,875
|
|
|
Units granted
|
|
2,910,676
|
|
|
Units vested and issued
|
|
(2,347,751
|
)
|
|
Units forfeited
|
|
(232,500
|
)
|
|
Unvested Service Award units at December 31, 2018
|
|
2,609,300
|
|
|
Fiscal Year Ending March 31,
|
|
|
|
|
2019 (three months)
|
|
308,900
|
|
|
2020
|
|
1,002,725
|
|
|
2021
|
|
866,175
|
|
|
2022
|
|
431,500
|
|
|
Total
|
|
2,609,300
|
|
|
Fiscal Year Ending March 31,
|
|
|
||
|
2019 (three months)
|
|
$
|
3,570
|
|
|
2020
|
|
8,157
|
|
|
|
2021
|
|
4,076
|
|
|
|
2022
|
|
1,316
|
|
|
|
Total
|
|
$
|
17,119
|
|
|
Unvested Performance Award units at March 31, 2018
|
|
917,000
|
|
|
Units forfeited
|
|
(445,500
|
)
|
|
Units canceled
|
|
(471,500
|
)
|
|
Unvested Performance Award units at December 31, 2018
|
|
—
|
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||||||||
|
|
|
Derivative
Assets |
|
Derivative
Liabilities |
|
Derivative
Assets |
|
Derivative
Liabilities |
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Level 1 measurements
|
|
$
|
170,644
|
|
|
$
|
(5,793
|
)
|
|
$
|
5,093
|
|
|
$
|
(20,186
|
)
|
|
Level 2 measurements
|
|
130,513
|
|
|
(114,349
|
)
|
|
48,752
|
|
|
(54,410
|
)
|
||||
|
|
|
301,157
|
|
|
(120,142
|
)
|
|
53,845
|
|
|
(74,596
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Netting of counterparty contracts (1)
|
|
(7,157
|
)
|
|
7,157
|
|
|
(2,922
|
)
|
|
2,922
|
|
||||
|
Net cash collateral (held) provided
|
|
(131,960
|
)
|
|
382
|
|
|
(1,762
|
)
|
|
17,263
|
|
||||
|
Commodity derivatives
|
|
$
|
162,040
|
|
|
$
|
(112,603
|
)
|
|
$
|
49,161
|
|
|
$
|
(54,411
|
)
|
|
|
|
(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.
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Prepaid expenses and other current assets
|
|
$
|
161,823
|
|
|
$
|
49,161
|
|
|
Other noncurrent assets
|
|
217
|
|
|
—
|
|
||
|
Accrued expenses and other payables
|
|
(112,374
|
)
|
|
(51,039
|
)
|
||
|
Other noncurrent liabilities
|
|
(229
|
)
|
|
(3,372
|
)
|
||
|
Net commodity derivative asset (liability)
|
|
$
|
49,437
|
|
|
$
|
(5,250
|
)
|
|
Contracts
|
|
Settlement Period
|
|
Net Long
(Short) Notional Units (in barrels) |
|
Fair Value
of Net Assets (Liabilities) |
|||
|
|
|
|
|
(in thousands)
|
|||||
|
At December 31, 2018:
|
|
|
|
|
|
|
|||
|
Crude oil fixed-price (1)
|
|
January 2019–January 2020
|
|
(1,721
|
)
|
|
$
|
27,647
|
|
|
Propane fixed-price (1)
|
|
January 2019–March 2020
|
|
923
|
|
|
(3,110
|
)
|
|
|
Refined products fixed-price (1)
|
|
January 2019–December 2020
|
|
(6,506
|
)
|
|
148,035
|
|
|
|
Other
|
|
January 2019–March 2022
|
|
|
|
8,443
|
|
||
|
|
|
|
|
|
|
181,015
|
|
||
|
Net cash collateral held
|
|
|
|
|
|
(131,578
|
)
|
||
|
Net commodity derivative asset
|
|
|
|
|
|
$
|
49,437
|
|
|
|
|
|
|
|
|
|
|
|||
|
At March 31, 2018:
|
|
|
|
|
|
|
|||
|
Cross-commodity (2)
|
|
April 2018–March 2019
|
|
155
|
|
|
$
|
(430
|
)
|
|
Crude oil fixed-price (1)
|
|
April 2018–December 2019
|
|
(1,376
|
)
|
|
(8,960
|
)
|
|
|
Crude oil index (1)
|
|
April 2018–April 2018
|
|
(10
|
)
|
|
(6
|
)
|
|
|
Propane fixed-price (1)
|
|
April 2018–February 2019
|
|
14
|
|
|
1,849
|
|
|
|
Refined products fixed-price (1)
|
|
April 2018–January 2020
|
|
(5,419
|
)
|
|
(17,081
|
)
|
|
|
Refined products index (1)
|
|
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
|
)
|
|
|
|
|
(1)
|
We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.
|
|
(2)
|
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.
|
|
Senior Unsecured Notes:
|
|
||
|
2019 Notes
|
$
|
338,191
|
|
|
2023 Notes
|
$
|
588,602
|
|
|
2025 Notes
|
$
|
339,034
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017 (1)
|
|
2018
|
|
2017 (1)
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
|
Crude Oil Logistics:
|
|
|
|
|
|
|
|
|
||||||||
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
||||||||
|
Crude oil sales
|
|
$
|
718,621
|
|
|
$
|
556,001
|
|
|
$
|
2,300,703
|
|
|
$
|
1,446,560
|
|
|
Crude oil transportation and other
|
|
40,003
|
|
|
33,017
|
|
|
107,032
|
|
|
89,318
|
|
||||
|
Non-Topic 606 revenues
|
|
2,909
|
|
|
—
|
|
|
9,291
|
|
|
—
|
|
||||
|
Elimination of intersegment sales
|
|
(10,353
|
)
|
|
(4,011
|
)
|
|
(21,962
|
)
|
|
(8,934
|
)
|
||||
|
Total Crude Oil Logistics revenues
|
|
751,180
|
|
|
585,007
|
|
|
2,395,064
|
|
|
1,526,944
|
|
||||
|
Water Solutions:
|
|
|
|
|
|
|
|
|
||||||||
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
||||||||
|
Disposal service fees
|
|
55,470
|
|
|
41,045
|
|
|
167,573
|
|
|
109,648
|
|
||||
|
Sale of recovered hydrocarbons
|
|
17,337
|
|
|
17,021
|
|
|
56,063
|
|
|
37,427
|
|
||||
|
Freshwater revenues
|
|
651
|
|
|
—
|
|
|
1,939
|
|
|
—
|
|
||||
|
Other service revenues
|
|
1,986
|
|
|
5,958
|
|
|
5,753
|
|
|
14,948
|
|
||||
|
Non-Topic 606 revenues
|
|
14
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
|
Total Water Solutions revenues
|
|
75,458
|
|
|
64,024
|
|
|
231,367
|
|
|
162,023
|
|
||||
|
Liquids:
|
|
|
|
|
|
|
|
|
||||||||
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
||||||||
|
Propane sales
|
|
372,224
|
|
|
403,236
|
|
|
793,605
|
|
|
733,684
|
|
||||
|
Butane sales
|
|
222,412
|
|
|
228,535
|
|
|
481,459
|
|
|
408,312
|
|
||||
|
Other product sales
|
|
151,246
|
|
|
123,677
|
|
|
471,547
|
|
|
310,389
|
|
||||
|
Service revenues
|
|
7,616
|
|
|
6,166
|
|
|
17,509
|
|
|
16,106
|
|
||||
|
Non-Topic 606 revenues
|
|
6,314
|
|
|
—
|
|
|
16,506
|
|
|
—
|
|
||||
|
Elimination of intersegment sales
|
|
(10,379
|
)
|
|
(2,025
|
)
|
|
(20,854
|
)
|
|
(3,707
|
)
|
||||
|
Total Liquids revenues
|
|
749,433
|
|
|
759,589
|
|
|
1,759,772
|
|
|
1,464,784
|
|
||||
|
Refined Products and Renewables:
|
|
|
|
|
|
|
|
|
||||||||
|
Topic 606 revenues
|
|
|
|
|
|
|
|
|
||||||||
|
Refined products sales
|
|
1,372,214
|
|
|
2,845,482
|
|
|
4,260,920
|
|
|
8,493,357
|
|
||||
|
Renewables sales
|
|
—
|
|
|
99,436
|
|
|
—
|
|
|
313,366
|
|
||||
|
Service fees and other revenues
|
|
—
|
|
|
94
|
|
|
—
|
|
|
262
|
|
||||
|
Non-Topic 606 revenues
|
|
3,428,216
|
|
|
—
|
|
|
10,227,699
|
|
|
—
|
|
||||
|
Elimination of intersegment sales
|
|
—
|
|
|
(138
|
)
|
|
—
|
|
|
(268
|
)
|
||||
|
Total Refined Products and Renewables revenues
|
|
4,800,430
|
|
|
2,944,874
|
|
|
14,488,619
|
|
|
8,806,717
|
|
||||
|
Corporate and Other:
|
|
|
|
|
|
|
|
|
||||||||
|
Non-Topic 606 revenues
|
|
319
|
|
|
289
|
|
|
1,066
|
|
|
696
|
|
||||
|
Elimination of intersegment sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total Corporate and Other revenues
|
|
319
|
|
|
289
|
|
|
1,066
|
|
|
696
|
|
||||
|
Total revenues
|
|
$
|
6,376,820
|
|
|
$
|
4,353,783
|
|
|
$
|
18,875,888
|
|
|
$
|
11,961,164
|
|
|
|
|
(1)
|
We adopted ASC 606 as of April 1, 2018. Revenue reported in fiscal year 2018 is recorded under the ASC 605 guidance.
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
||||||||
|
Crude Oil Logistics
|
|
$
|
18,387
|
|
|
$
|
20,092
|
|
|
$
|
56,486
|
|
|
$
|
61,885
|
|
|
Water Solutions
|
|
27,561
|
|
|
24,586
|
|
|
79,212
|
|
|
73,847
|
|
||||
|
Liquids
|
|
6,412
|
|
|
6,247
|
|
|
19,339
|
|
|
18,718
|
|
||||
|
Refined Products and Renewables
|
|
321
|
|
|
323
|
|
|
962
|
|
|
971
|
|
||||
|
Corporate and Other
|
|
753
|
|
|
962
|
|
|
2,230
|
|
|
2,801
|
|
||||
|
Total depreciation and amortization
|
|
$
|
53,434
|
|
|
$
|
52,210
|
|
|
$
|
158,229
|
|
|
$
|
158,222
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Operating Income (Loss):
|
|
|
|
|
|
|
|
|
||||||||
|
Crude Oil Logistics
|
|
$
|
32,022
|
|
|
$
|
106,279
|
|
|
$
|
(36,694
|
)
|
|
$
|
111,832
|
|
|
Water Solutions
|
|
86,737
|
|
|
(1,373
|
)
|
|
97,476
|
|
|
(10,075
|
)
|
||||
|
Liquids
|
|
21,532
|
|
|
22,290
|
|
|
34,913
|
|
|
(104,589
|
)
|
||||
|
Refined Products and Renewables
|
|
33,680
|
|
|
(4,791
|
)
|
|
33,195
|
|
|
30,747
|
|
||||
|
Corporate and Other
|
|
(16,394
|
)
|
|
(21,846
|
)
|
|
(69,176
|
)
|
|
(56,031
|
)
|
||||
|
Total operating income (loss)
|
|
$
|
157,577
|
|
|
$
|
100,559
|
|
|
$
|
59,714
|
|
|
$
|
(28,116
|
)
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Crude Oil Logistics
|
|
$
|
6,169
|
|
|
$
|
14,788
|
|
|
$
|
21,701
|
|
|
$
|
26,509
|
|
|
Water Solutions
|
|
115,928
|
|
|
22,556
|
|
|
463,423
|
|
|
56,996
|
|
||||
|
Liquids
|
|
357
|
|
|
1,188
|
|
|
1,738
|
|
|
2,868
|
|
||||
|
Corporate and Other
|
|
248
|
|
|
625
|
|
|
846
|
|
|
1,334
|
|
||||
|
Total
|
|
$
|
122,702
|
|
|
$
|
39,157
|
|
|
$
|
487,708
|
|
|
$
|
87,707
|
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Long-lived assets, net:
|
|
|
|
|
||||
|
Crude Oil Logistics
|
|
$
|
1,596,396
|
|
|
$
|
1,638,558
|
|
|
Water Solutions
|
|
1,523,897
|
|
|
1,256,143
|
|
||
|
Liquids (1)
|
|
480,187
|
|
|
501,302
|
|
||
|
Refined Products and Renewables
|
|
203,842
|
|
|
208,849
|
|
||
|
Corporate and Other
|
|
27,217
|
|
|
31,516
|
|
||
|
Total
|
|
$
|
3,831,539
|
|
|
$
|
3,636,368
|
|
|
|
|
(1)
|
Includes $0.5 million and $0.6 million of non-US long-lived assets at December 31, 2018 and March 31, 2018, respectively.
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Total assets:
|
|
|
|
|
||||
|
Crude Oil Logistics
|
|
$
|
2,190,002
|
|
|
$
|
2,285,813
|
|
|
Water Solutions
|
|
1,607,308
|
|
|
1,323,171
|
|
||
|
Liquids (1)
|
|
827,920
|
|
|
717,690
|
|
||
|
Refined Products and Renewables
|
|
1,132,082
|
|
|
1,204,633
|
|
||
|
Corporate and Other
|
|
74,126
|
|
|
102,211
|
|
||
|
Assets held for sale
|
|
124,509
|
|
|
517,604
|
|
||
|
Total
|
|
$
|
5,955,947
|
|
|
$
|
6,151,122
|
|
|
|
|
(1)
|
Includes $30.3 million and $27.5 million of non-US total assets at December 31, 2018 and March 31, 2018, respectively.
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Sales to SemGroup
|
|
$
|
257
|
|
|
$
|
178
|
|
|
$
|
926
|
|
|
$
|
408
|
|
|
Purchases from SemGroup
|
|
$
|
—
|
|
|
$
|
1,050
|
|
|
$
|
1,337
|
|
|
$
|
3,978
|
|
|
Sales to equity method investees
|
|
$
|
—
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
294
|
|
|
Purchases from equity method investees
|
|
$
|
—
|
|
|
$
|
18,373
|
|
|
$
|
—
|
|
|
$
|
66,842
|
|
|
Sales to entities affiliated with management
|
|
$
|
13,470
|
|
|
$
|
64
|
|
|
$
|
28,886
|
|
|
$
|
204
|
|
|
Purchases from entities affiliated with management
|
|
$
|
92,066
|
|
|
$
|
193
|
|
|
$
|
251,199
|
|
|
$
|
1,540
|
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Receivables from SemGroup
|
|
$
|
86
|
|
|
$
|
49
|
|
|
Receivables from NGL Energy Holdings LLC
|
|
7,267
|
|
|
4,693
|
|
||
|
Receivables from equity method investees
|
|
—
|
|
|
6
|
|
||
|
Receivables from entities affiliated with management
|
|
5,211
|
|
|
24
|
|
||
|
Total
|
|
$
|
12,564
|
|
|
$
|
4,772
|
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Payables to equity method investees
|
|
$
|
—
|
|
|
$
|
8
|
|
|
Payables to entities affiliated with management
|
|
23,410
|
|
|
1,246
|
|
||
|
Total
|
|
$
|
23,410
|
|
|
$
|
1,254
|
|
|
|
|
December 31, 2018
|
|
March 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Assets Held for Sale
|
|
|
|
|
||||
|
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
4,113
|
|
|
Accounts receivable-trade, net
|
|
—
|
|
|
45,924
|
|
||
|
Inventories
|
|
—
|
|
|
13,250
|
|
||
|
Prepaid expenses and other current assets
|
|
—
|
|
|
2,796
|
|
||
|
Property, plant and equipment, net
|
|
55,976
|
|
|
201,340
|
|
||
|
Goodwill
|
|
64,274
|
|
|
107,951
|
|
||
|
Intangible assets, net
|
|
4,259
|
|
|
141,328
|
|
||
|
Other assets
|
|
—
|
|
|
902
|
|
||
|
Total assets held for sale
|
|
$
|
124,509
|
|
|
$
|
517,604
|
|
|
|
|
|
|
|
||||
|
Liabilities and Redeemable Noncontrolling Interest Held for Sale
|
|
|
|
|
||||
|
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
7,790
|
|
|
Accrued expenses and other payables
|
|
1,233
|
|
|
6,583
|
|
||
|
Advance payments received from customers
|
|
—
|
|
|
12,842
|
|
||
|
Current maturities of long-term debt
|
|
—
|
|
|
2,550
|
|
||
|
Long-term debt, net
|
|
—
|
|
|
2,888
|
|
||
|
Other noncurrent liabilities
|
|
9,331
|
|
|
—
|
|
||
|
Redeemable noncontrolling interest
|
|
—
|
|
|
9,927
|
|
||
|
Total liabilities and redeemable noncontrolling interest held for sale
|
|
$
|
10,564
|
|
|
$
|
42,580
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Revenues
|
|
$
|
—
|
|
|
$
|
160,069
|
|
|
$
|
70,859
|
|
|
$
|
291,872
|
|
|
Cost of sales
|
|
—
|
|
|
87,487
|
|
|
36,758
|
|
|
148,443
|
|
||||
|
Operating expenses
|
|
160
|
|
|
33,750
|
|
|
27,328
|
|
|
90,592
|
|
||||
|
General and administrative expense
|
|
—
|
|
|
2,822
|
|
|
2,589
|
|
|
7,750
|
|
||||
|
Depreciation and amortization
|
|
—
|
|
|
11,130
|
|
|
8,706
|
|
|
34,205
|
|
||||
|
(Gain) loss on disposal or impairment of assets, net (1)
|
|
(263
|
)
|
|
908
|
|
|
(407,646
|
)
|
|
2,004
|
|
||||
|
Operating income from discontinued operations
|
|
103
|
|
|
23,972
|
|
|
403,124
|
|
|
8,878
|
|
||||
|
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
838
|
|
|
1,183
|
|
|
593
|
|
||||
|
Interest expense
|
|
—
|
|
|
(94
|
)
|
|
(125
|
)
|
|
(331
|
)
|
||||
|
Other income, net
|
|
—
|
|
|
226
|
|
|
364
|
|
|
862
|
|
||||
|
Income from discontinued operations before taxes (2)
|
|
103
|
|
|
24,942
|
|
|
404,546
|
|
|
10,002
|
|
||||
|
Income tax expense
|
|
(7
|
)
|
|
—
|
|
|
(132
|
)
|
|
(65
|
)
|
||||
|
Income from discontinued operations, net of tax
|
|
$
|
96
|
|
|
$
|
24,942
|
|
|
$
|
404,414
|
|
|
$
|
9,937
|
|
|
|
|
(1)
|
Amount for the nine months ended December 31, 2018 includes a gain of $408.9 million on the sale of virtually all of our remaining Retail Propane segment to Superior on July 10, 2018, partially offset by a loss of $1.3 million on the sale of a portion of our Retail Propane segment to DCC on March 30, 2018 related to a working capital adjustment.
|
|
(2)
|
Amounts include income (loss) attributable to redeemable noncontrolling interests. Income attributable to redeemable noncontrolling interest was $0.4 million for the three months ended December 31, 2017, and the loss attributable to redeemable noncontrolling interest was $0.4 million and $0.3 million, respectively, for the nine months ended December 31, 2018 and 2017. There was no income attributable to redeemable noncontrolling interest for the three months ended December 31, 2018.
|
|
|
|
Unaudited Condensed Consolidated Balance Sheet
|
||||||||||
|
|
|
December 31, 2018
|
||||||||||
|
|
|
As Reported
|
|
Balances Without Adoption of ASU No. 2014-09
|
|
Effect of Change
Increase/(Decrease)
|
||||||
|
|
|
(in thousands)
|
||||||||||
|
Accrued expenses and other payables
|
|
$
|
263,732
|
|
|
$
|
293,845
|
|
|
$
|
(30,113
|
)
|
|
Other noncurrent liabilities
|
|
$
|
74,903
|
|
|
$
|
161,512
|
|
|
$
|
(86,609
|
)
|
|
Equity:
|
|
|
|
|
|
|
||||||
|
General partner
|
|
$
|
(50,581
|
)
|
|
$
|
(50,697
|
)
|
|
$
|
116
|
|
|
Limited partners
|
|
$
|
2,085,780
|
|
|
$
|
1,969,174
|
|
|
$
|
116,606
|
|
|
|
|
Unaudited Condensed Consolidated Statement of Operations
|
||||||||||
|
|
|
Three Months Ended December 31, 2018
|
||||||||||
|
|
|
As Reported
|
|
Balances Without Adoption of ASU No. 2014-09
|
|
Effect of Change
Increase/(Decrease)
|
||||||
|
|
|
(in thousands)
|
||||||||||
|
Gain on disposal or impairment of assets, net
|
|
$
|
(36,246
|
)
|
|
$
|
(43,774
|
)
|
|
$
|
7,528
|
|
|
Operating income
|
|
$
|
157,577
|
|
|
$
|
165,105
|
|
|
$
|
(7,528
|
)
|
|
Net income
|
|
$
|
110,528
|
|
|
$
|
118,056
|
|
|
$
|
(7,528
|
)
|
|
|
|
Unaudited Condensed Consolidated Statement of Operations
|
||||||||||
|
|
|
Nine Months Ended December 31, 2018
|
||||||||||
|
|
|
As Reported
|
|
Balances Without Adoption of ASU No. 2014-09
|
|
Effect of Change
Increase/(Decrease)
|
||||||
|
|
|
(in thousands)
|
||||||||||
|
Loss on disposal or impairment of assets, net
|
|
$
|
71,077
|
|
|
$
|
48,493
|
|
|
$
|
22,584
|
|
|
Operating income
|
|
$
|
59,714
|
|
|
$
|
82,298
|
|
|
$
|
(22,584
|
)
|
|
Net income
|
|
$
|
296,178
|
|
|
$
|
318,762
|
|
|
$
|
(22,584
|
)
|
|
•
|
Minimum volume commitments. We receive a shortfall fee if the customer does not deliver a certain amount of volume of wastewater over a specified period of time. At each reporting period, we make a determination as to the likelihood of earning this fee. We recognize revenue from these contracts when (i) actual volumes are received; and (ii) when the likelihood of a customer exercising its remaining rights to make up the deficient volumes under minimum volume commitments becomes remote (also known as the breakage model).
|
|
•
|
Tiered pricing. For contracts with tiered pricing provisions, the period in which the tiers are earned and settled (i.e. the “reset period”) may vary from monthly to over a period of multiple months. If the tiered pricing is based on a month, we allocate the fee to the distinct daily service to which it relates. If the tiered pricing spans across multiple reporting periods, we estimate the total transaction price at the beginning of each reset period, based on the expected volumes. We revise our estimates of variable consideration at each reporting date throughout each reset period.
|
|
•
|
Volume discount pricing. Volume discount pricing is a form of variable consideration whereby the customer pays for the volumes delivered on a cumulative basis. Similar to tiered pricing, the period in which the cumulative
|
|
Fiscal Year Ending March 31,
|
|
||
|
2019 (three months)
|
$
|
47,958
|
|
|
2020
|
143,368
|
|
|
|
2021
|
110,593
|
|
|
|
2022
|
106,566
|
|
|
|
2023
|
105,316
|
|
|
|
Thereafter
|
334,657
|
|
|
|
Total
|
$
|
848,458
|
|
|
•
|
Prepayments. Some revenue contracts contain prepayment provisions within our Liquids business segment. Revenue received related to our underground cavern storage services is received upfront at the beginning of the contract period and is deferred until services have been rendered. In some cases, we also receive prepayments from customers purchasing commodities, which allows the customer to secure the right to receive their requested volumes in a future period. Revenue from these contracts is initially deferred, thus creating a contract liability.
|
|
•
|
Multi-period contract in which fee escalates each subsequent year of the contract. Revenue from these contracts are recognized over time based on a weighted average of what is expected to be received over the life of the contract. As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded.
|
|
•
|
Tiered pricing and volume discount pricing. As described above, we revise our estimates of variable consideration at each reporting date throughout each reset period. As the actual amount billed and received from the customer differs from the amount of revenue recognized, a contract liability is recorded.
|
|
•
|
Capital reimbursements. Certain contracts in our Water Solutions segment require that our customers reimburse us for capital expenditures related to the construction of long-lived assets, such as water gathering pipelines and custody transfer points, utilized to provide services to them under the revenue contracts. Because we consider these amounts as consideration from customers associated with ongoing services to be provided to customers, we defer these upfront payments in deferred revenue and recognize the amounts in revenue over the life of the associated revenue contract as the performance obligations are satisfied under the contract.
|
|
|
|
Balance at
|
||||||
|
|
|
April 1, 2018
|
|
December 31, 2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Accounts receivable from contracts with customers
|
|
$
|
677,095
|
|
|
$
|
671,199
|
|
|
|
|
2018
|
||
|
|
|
(in thousands)
|
||
|
Contract liabilities balance at April 1
|
|
$
|
8,374
|
|
|
Payment received and deferred
|
|
66,030
|
|
|
|
Payment recognized in revenue
|
|
(52,967
|
)
|
|
|
Contract liabilities balance at December 31
|
|
$
|
21,437
|
|
|
|
|
Three Months Ended December 31, 2018
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,373,719
|
|
|
$
|
4,286
|
|
|
$
|
(1,185
|
)
|
|
$
|
6,376,820
|
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
6,115,051
|
|
|
518
|
|
|
(1,185
|
)
|
|
6,114,384
|
|
||||||
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating
|
|
—
|
|
|
—
|
|
|
60,816
|
|
|
2,076
|
|
|
—
|
|
|
62,892
|
|
||||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
24,619
|
|
|
160
|
|
|
—
|
|
|
24,779
|
|
||||||
|
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
50,877
|
|
|
2,557
|
|
|
—
|
|
|
53,434
|
|
||||||
|
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(36,246
|
)
|
|
—
|
|
|
—
|
|
|
(36,246
|
)
|
||||||
|
Operating Income (Loss)
|
|
—
|
|
|
—
|
|
|
158,602
|
|
|
(1,025
|
)
|
|
—
|
|
|
157,577
|
|
||||||
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
1,777
|
|
|
—
|
|
|
—
|
|
|
1,777
|
|
||||||
|
Interest expense
|
|
(24,026
|
)
|
|
—
|
|
|
(15,124
|
)
|
|
(12
|
)
|
|
11
|
|
|
(39,151
|
)
|
||||||
|
Loss on early extinguishment of liabilities, net
|
|
(10,083
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,083
|
)
|
||||||
|
Other income, net
|
|
—
|
|
|
—
|
|
|
1,303
|
|
|
—
|
|
|
(11
|
)
|
|
1,292
|
|
||||||
|
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(34,109
|
)
|
|
—
|
|
|
146,558
|
|
|
(1,037
|
)
|
|
—
|
|
|
111,412
|
|
||||||
|
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(980
|
)
|
|
—
|
|
|
—
|
|
|
(980
|
)
|
||||||
|
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
144,944
|
|
|
—
|
|
|
(730
|
)
|
|
—
|
|
|
(144,214
|
)
|
|
—
|
|
||||||
|
Income (Loss) From Continuing Operations
|
|
110,835
|
|
|
—
|
|
|
144,848
|
|
|
(1,037
|
)
|
|
(144,214
|
)
|
|
110,432
|
|
||||||
|
Income From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
||||||
|
Net Income (Loss)
|
|
110,835
|
|
|
—
|
|
|
144,944
|
|
|
(1,037
|
)
|
|
(144,214
|
)
|
|
110,528
|
|
||||||
|
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
307
|
|
|
307
|
|
||||||||||
|
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
$
|
110,835
|
|
|
$
|
—
|
|
|
$
|
144,944
|
|
|
$
|
(1,037
|
)
|
|
$
|
(143,907
|
)
|
|
$
|
110,835
|
|
|
|
|
Three Months Ended December 31, 2017
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,352,426
|
|
|
$
|
1,595
|
|
|
$
|
(238
|
)
|
|
$
|
4,353,783
|
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
4,235,965
|
|
|
139
|
|
|
(238
|
)
|
|
4,235,866
|
|
||||||
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating
|
|
—
|
|
|
—
|
|
|
50,734
|
|
|
406
|
|
|
—
|
|
|
51,140
|
|
||||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
26,326
|
|
|
70
|
|
|
—
|
|
|
26,396
|
|
||||||
|
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
51,707
|
|
|
503
|
|
|
—
|
|
|
52,210
|
|
||||||
|
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(112,388
|
)
|
|
—
|
|
|
—
|
|
|
(112,388
|
)
|
||||||
|
Operating Income
|
|
—
|
|
|
—
|
|
|
100,082
|
|
|
477
|
|
|
—
|
|
|
100,559
|
|
||||||
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
2,588
|
|
|
—
|
|
|
—
|
|
|
2,588
|
|
||||||
|
Interest expense
|
|
(36,019
|
)
|
|
—
|
|
|
(15,677
|
)
|
|
(11
|
)
|
|
11
|
|
|
(51,696
|
)
|
||||||
|
Loss on early extinguishment of liabilities, net
|
|
(21,141
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,141
|
)
|
||||||
|
Other income (expense), net
|
|
—
|
|
|
—
|
|
|
2,092
|
|
|
(2
|
)
|
|
(209
|
)
|
|
1,881
|
|
||||||
|
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(57,160
|
)
|
|
—
|
|
|
89,085
|
|
|
464
|
|
|
(198
|
)
|
|
32,191
|
|
||||||
|
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
||||||
|
EQUITY IN NET INCOME FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
113,416
|
|
|
—
|
|
|
1,012
|
|
|
—
|
|
|
(114,428
|
)
|
|
—
|
|
||||||
|
Income From Continuing Operations
|
|
56,256
|
|
|
—
|
|
|
89,733
|
|
|
464
|
|
|
(114,626
|
)
|
|
31,827
|
|
||||||
|
Income From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
23,683
|
|
|
1,061
|
|
|
198
|
|
|
24,942
|
|
||||||
|
Net Income
|
|
56,256
|
|
|
—
|
|
|
113,416
|
|
|
1,525
|
|
|
(114,428
|
)
|
|
56,769
|
|
||||||
|
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(89
|
)
|
|
(89
|
)
|
||||||||||
|
LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(424
|
)
|
|
(424
|
)
|
||||||||||
|
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
$
|
56,256
|
|
|
$
|
—
|
|
|
$
|
113,416
|
|
|
$
|
1,525
|
|
|
$
|
(114,941
|
)
|
|
$
|
56,256
|
|
|
|
|
Nine Months Ended December 31, 2018
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,867,974
|
|
|
$
|
10,768
|
|
|
$
|
(2,854
|
)
|
|
$
|
18,875,888
|
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
18,322,426
|
|
|
495
|
|
|
(2,854
|
)
|
|
18,320,067
|
|
||||||
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Operating
|
|
—
|
|
|
—
|
|
|
173,257
|
|
|
6,206
|
|
|
—
|
|
|
179,463
|
|
||||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
85,847
|
|
|
691
|
|
|
—
|
|
|
86,538
|
|
||||||
|
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
150,551
|
|
|
7,678
|
|
|
—
|
|
|
158,229
|
|
||||||
|
Loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
71,077
|
|
|
—
|
|
|
—
|
|
|
71,077
|
|
||||||
|
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
800
|
|
||||||
|
Operating Income (Loss)
|
|
—
|
|
|
—
|
|
|
64,016
|
|
|
(4,302
|
)
|
|
—
|
|
|
59,714
|
|
||||||
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
2,375
|
|
|
—
|
|
|
—
|
|
|
2,375
|
|
||||||
|
Interest expense
|
|
(83,011
|
)
|
|
—
|
|
|
(43,765
|
)
|
|
(35
|
)
|
|
34
|
|
|
(126,777
|
)
|
||||||
|
Loss on early extinguishment of liabilities, net
|
|
(10,220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,220
|
)
|
||||||
|
Other expense, net
|
|
—
|
|
|
—
|
|
|
(30,787
|
)
|
|
—
|
|
|
(219
|
)
|
|
(31,006
|
)
|
||||||
|
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(93,231
|
)
|
|
—
|
|
|
(8,161
|
)
|
|
(4,337
|
)
|
|
(185
|
)
|
|
(105,914
|
)
|
||||||
|
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(2,322
|
)
|
|
—
|
|
|
—
|
|
|
(2,322
|
)
|
||||||
|
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
391,025
|
|
|
—
|
|
|
(3,750
|
)
|
|
—
|
|
|
(387,275
|
)
|
|
—
|
|
||||||
|
Income (Loss) From Continuing Operations
|
|
297,794
|
|
|
—
|
|
|
(14,233
|
)
|
|
(4,337
|
)
|
|
(387,460
|
)
|
|
(108,236
|
)
|
||||||
|
Income (Loss) From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
405,258
|
|
|
(1,029
|
)
|
|
185
|
|
|
404,414
|
|
||||||
|
Net Income (Loss)
|
|
297,794
|
|
|
—
|
|
|
391,025
|
|
|
(5,366
|
)
|
|
(387,275
|
)
|
|
296,178
|
|
||||||
|
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,170
|
|
|
1,170
|
|
||||||
|
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
446
|
|
|
446
|
|
||||||||||
|
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
$
|
297,794
|
|
|
$
|
—
|
|
|
$
|
391,025
|
|
|
$
|
(5,366
|
)
|
|
$
|
(385,659
|
)
|
|
$
|
297,794
|
|
|
|
|
Nine Months Ended December 31, 2017
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,956,719
|
|
|
$
|
4,858
|
|
|
$
|
(413
|
)
|
|
$
|
11,961,164
|
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
11,622,270
|
|
|
140
|
|
|
(413
|
)
|
|
11,621,997
|
|
||||||
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Operating
|
|
—
|
|
|
—
|
|
|
145,377
|
|
|
1,391
|
|
|
—
|
|
|
146,768
|
|
||||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
69,726
|
|
|
213
|
|
|
—
|
|
|
69,939
|
|
||||||
|
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
156,239
|
|
|
1,983
|
|
|
—
|
|
|
158,222
|
|
||||||
|
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(13,246
|
)
|
|
—
|
|
|
—
|
|
|
(13,246
|
)
|
||||||
|
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
|
Operating (Loss) Income
|
|
—
|
|
|
—
|
|
|
(29,247
|
)
|
|
1,131
|
|
|
—
|
|
|
(28,116
|
)
|
||||||
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
6,677
|
|
|
—
|
|
|
—
|
|
|
6,677
|
|
||||||
|
Interest expense
|
|
(111,609
|
)
|
|
—
|
|
|
(39,309
|
)
|
|
(34
|
)
|
|
34
|
|
|
(150,918
|
)
|
||||||
|
Loss on early extinguishment of liabilities, net
|
|
(22,479
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,479
|
)
|
||||||
|
Other income, net
|
|
—
|
|
|
—
|
|
|
5,851
|
|
|
17
|
|
|
(617
|
)
|
|
5,251
|
|
||||||
|
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(134,088
|
)
|
|
—
|
|
|
(56,028
|
)
|
|
1,114
|
|
|
(583
|
)
|
|
(189,585
|
)
|
||||||
|
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(869
|
)
|
|
—
|
|
|
—
|
|
|
(869
|
)
|
||||||
|
EQUITY IN NET (LOSS) INCOME FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
(46,389
|
)
|
|
—
|
|
|
503
|
|
|
—
|
|
|
45,886
|
|
|
—
|
|
||||||
|
(Loss) Income From Continuing Operations
|
|
(180,477
|
)
|
|
—
|
|
|
(56,394
|
)
|
|
1,114
|
|
|
45,303
|
|
|
(190,454
|
)
|
||||||
|
Income (Loss) From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
10,005
|
|
|
(651
|
)
|
|
583
|
|
|
9,937
|
|
||||||
|
Net (Loss) Income
|
|
(180,477
|
)
|
|
—
|
|
|
(46,389
|
)
|
|
463
|
|
|
45,886
|
|
|
(180,517
|
)
|
||||||
|
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(221
|
)
|
|
(221
|
)
|
||||||||||
|
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
261
|
|
|
261
|
|
||||||||||
|
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
$
|
(180,477
|
)
|
|
$
|
—
|
|
|
$
|
(46,389
|
)
|
|
$
|
463
|
|
|
$
|
45,926
|
|
|
$
|
(180,477
|
)
|
|
|
|
Three Months Ended December 31, 2018
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
Net income (loss)
|
|
$
|
110,835
|
|
|
$
|
—
|
|
|
$
|
144,944
|
|
|
$
|
(1,037
|
)
|
|
$
|
(144,214
|
)
|
|
$
|
110,528
|
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
|
Comprehensive income (loss)
|
|
$
|
110,835
|
|
|
$
|
—
|
|
|
$
|
144,944
|
|
|
$
|
(1,040
|
)
|
|
$
|
(144,214
|
)
|
|
$
|
110,525
|
|
|
|
|
Three Months Ended December 31, 2017
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
Net income
|
|
$
|
56,256
|
|
|
$
|
—
|
|
|
$
|
113,416
|
|
|
$
|
1,525
|
|
|
$
|
(114,428
|
)
|
|
$
|
56,769
|
|
|
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
795
|
|
|
(11
|
)
|
|
—
|
|
|
784
|
|
||||||
|
Comprehensive income
|
|
$
|
56,256
|
|
|
$
|
—
|
|
|
$
|
114,211
|
|
|
$
|
1,514
|
|
|
$
|
(114,428
|
)
|
|
$
|
57,553
|
|
|
|
|
Nine Months Ended December 31, 2018
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
Net income (loss)
|
|
$
|
297,794
|
|
|
$
|
—
|
|
|
$
|
391,025
|
|
|
$
|
(5,366
|
)
|
|
$
|
(387,275
|
)
|
|
$
|
296,178
|
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(26
|
)
|
|
—
|
|
|
(27
|
)
|
||||||
|
Comprehensive income (loss)
|
|
$
|
297,794
|
|
|
$
|
—
|
|
|
$
|
391,024
|
|
|
$
|
(5,392
|
)
|
|
$
|
(387,275
|
)
|
|
$
|
296,151
|
|
|
|
|
Nine Months Ended December 31, 2017
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
Net (loss) income
|
|
$
|
(180,477
|
)
|
|
$
|
—
|
|
|
$
|
(46,389
|
)
|
|
$
|
463
|
|
|
$
|
45,886
|
|
|
$
|
(180,517
|
)
|
|
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
383
|
|
|
(33
|
)
|
|
—
|
|
|
350
|
|
||||||
|
Comprehensive (loss) income
|
|
$
|
(180,477
|
)
|
|
$
|
—
|
|
|
$
|
(46,006
|
)
|
|
$
|
430
|
|
|
$
|
45,886
|
|
|
$
|
(180,167
|
)
|
|
|
|
Nine Months Ended December 31, 2018
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net cash (used in) provided by operating activities-continuing operations
|
|
$
|
(92,619
|
)
|
|
$
|
—
|
|
|
$
|
173,692
|
|
|
$
|
3,759
|
|
|
$
|
(185
|
)
|
|
$
|
84,647
|
|
|
Net cash provided by operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
27,790
|
|
|
3,221
|
|
|
—
|
|
|
31,011
|
|
||||||
|
Net cash (used in) provided by operating activities
|
|
(92,619
|
)
|
|
—
|
|
|
201,482
|
|
|
6,980
|
|
|
(185
|
)
|
|
115,658
|
|
||||||
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(301,883
|
)
|
|
(2,106
|
)
|
|
—
|
|
|
(303,989
|
)
|
||||||
|
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(194,044
|
)
|
|
(3,927
|
)
|
|
—
|
|
|
(197,971
|
)
|
||||||
|
Settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
95,978
|
|
|
—
|
|
|
—
|
|
|
95,978
|
|
||||||
|
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
8,335
|
|
|
—
|
|
|
—
|
|
|
8,335
|
|
||||||
|
Proceeds from divestitures of businesses and investments, net
|
|
—
|
|
|
—
|
|
|
103,594
|
|
|
—
|
|
|
—
|
|
|
103,594
|
|
||||||
|
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
||||||
|
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
8,371
|
|
|
—
|
|
|
—
|
|
|
8,371
|
|
||||||
|
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(1,515
|
)
|
|
—
|
|
|
—
|
|
|
(1,515
|
)
|
||||||
|
Net cash used in investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
(281,256
|
)
|
|
(6,033
|
)
|
|
—
|
|
|
(287,289
|
)
|
||||||
|
Net cash provided by investing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
838,797
|
|
|
6,982
|
|
|
—
|
|
|
845,779
|
|
||||||
|
Net cash provided by investing activities
|
|
—
|
|
|
—
|
|
|
557,541
|
|
|
949
|
|
|
—
|
|
|
558,490
|
|
||||||
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Proceeds from borrowings under Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
2,956,500
|
|
|
—
|
|
|
—
|
|
|
2,956,500
|
|
||||||
|
Payments on Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
(3,037,000
|
)
|
|
—
|
|
|
—
|
|
|
(3,037,000
|
)
|
||||||
|
Repayment and repurchase of senior unsecured notes
|
|
(395,471
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395,471
|
)
|
||||||
|
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(488
|
)
|
|
—
|
|
|
—
|
|
|
(488
|
)
|
||||||
|
Debt issuance costs
|
|
(16
|
)
|
|
—
|
|
|
(899
|
)
|
|
—
|
|
|
—
|
|
|
(915
|
)
|
||||||
|
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
169
|
|
||||||
|
Distributions to general and common unit partners and preferred unitholders
|
|
(177,003
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177,003
|
)
|
||||||
|
Repurchase of warrants
|
|
(14,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
||||||
|
Common unit repurchases and cancellations
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
||||||
|
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(3,534
|
)
|
|
—
|
|
|
—
|
|
|
(3,534
|
)
|
||||||
|
Net changes in advances with consolidated entities
|
|
669,236
|
|
|
—
|
|
|
(661,753
|
)
|
|
(7,668
|
)
|
|
185
|
|
|
—
|
|
||||||
|
Net cash provided by (used in) financing activities-continuing operations
|
|
81,596
|
|
|
—
|
|
|
(747,174
|
)
|
|
(7,499
|
)
|
|
185
|
|
|
(672,892
|
)
|
||||||
|
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
(30
|
)
|
|
—
|
|
|
(325
|
)
|
||||||
|
Net cash provided by (used in) financing activities
|
|
81,596
|
|
|
—
|
|
|
(747,469
|
)
|
|
(7,529
|
)
|
|
185
|
|
|
(673,217
|
)
|
||||||
|
Net (decrease) increase in cash and cash equivalents
|
|
(11,023
|
)
|
|
—
|
|
|
11,554
|
|
|
400
|
|
|
—
|
|
|
931
|
|
||||||
|
Cash and cash equivalents, beginning of period
|
|
16,915
|
|
|
—
|
|
|
3,329
|
|
|
1,850
|
|
|
—
|
|
|
22,094
|
|
||||||
|
Cash and cash equivalents, end of period
|
|
$
|
5,892
|
|
|
$
|
—
|
|
|
$
|
14,883
|
|
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
23,025
|
|
|
|
|
Nine Months Ended December 31, 2017
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net cash provided by (used in) operating activities-continuing operations
|
|
$
|
415,012
|
|
|
$
|
—
|
|
|
$
|
(483,118
|
)
|
|
$
|
35,923
|
|
|
$
|
(734
|
)
|
|
$
|
(32,917
|
)
|
|
Net cash provided by operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
35,717
|
|
|
1,336
|
|
|
151
|
|
|
37,204
|
|
||||||
|
Net cash provided by (used in) operating activities
|
|
415,012
|
|
|
—
|
|
|
(447,401
|
)
|
|
37,259
|
|
|
(583
|
)
|
|
4,287
|
|
||||||
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(81,215
|
)
|
|
(1,091
|
)
|
|
—
|
|
|
(82,306
|
)
|
||||||
|
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(19,897
|
)
|
|
—
|
|
|
—
|
|
|
(19,897
|
)
|
||||||
|
Settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
(85,575
|
)
|
|
—
|
|
|
—
|
|
|
(85,575
|
)
|
||||||
|
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
31,339
|
|
|
—
|
|
|
—
|
|
|
31,339
|
|
||||||
|
Proceeds from divestitures of businesses and investments, net
|
|
—
|
|
|
—
|
|
|
292,117
|
|
|
—
|
|
|
—
|
|
|
292,117
|
|
||||||
|
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(21,461
|
)
|
|
—
|
|
|
—
|
|
|
(21,461
|
)
|
||||||
|
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
11,710
|
|
|
—
|
|
|
—
|
|
|
11,710
|
|
||||||
|
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
7,425
|
|
|
—
|
|
|
—
|
|
|
7,425
|
|
||||||
|
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(1,460
|
)
|
|
—
|
|
|
—
|
|
|
(1,460
|
)
|
||||||
|
Repayments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
4,160
|
|
|
—
|
|
|
—
|
|
|
4,160
|
|
||||||
|
Other
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
||||||
|
Net cash provided by (used in) investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
157,143
|
|
|
(1,091
|
)
|
|
—
|
|
|
156,052
|
|
||||||
|
Net cash used in investing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(50,278
|
)
|
|
(722
|
)
|
|
—
|
|
|
(51,000
|
)
|
||||||
|
Net cash provided by (used in) investing activities
|
|
—
|
|
|
—
|
|
|
106,865
|
|
|
(1,813
|
)
|
|
—
|
|
|
105,052
|
|
||||||
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Proceeds from borrowings under Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
1,674,500
|
|
|
—
|
|
|
—
|
|
|
1,674,500
|
|
||||||
|
Payments on Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
(1,349,500
|
)
|
|
—
|
|
|
—
|
|
|
(1,349,500
|
)
|
||||||
|
Repurchase of senior secured and senior unsecured notes
|
|
(415,568
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(415,568
|
)
|
||||||
|
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(716
|
)
|
|
—
|
|
|
—
|
|
|
(716
|
)
|
||||||
|
Debt issuance costs
|
|
(693
|
)
|
|
—
|
|
|
(1,804
|
)
|
|
—
|
|
|
—
|
|
|
(2,497
|
)
|
||||||
|
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
|
Distributions to general and common unit partners and preferred unitholders
|
|
(166,589
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(166,589
|
)
|
||||||
|
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
|
|
(15,608
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,608
|
)
|
||||||
|
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(2,408
|
)
|
|
—
|
|
|
—
|
|
|
(2,408
|
)
|
||||||
|
Net changes in advances with consolidated entities
|
|
1
|
|
|
—
|
|
|
31,327
|
|
|
(31,911
|
)
|
|
583
|
|
|
—
|
|
||||||
|
Net cash (used in) provided by financing activities-continuing operations
|
|
(406,275
|
)
|
|
—
|
|
|
351,399
|
|
|
(34,970
|
)
|
|
583
|
|
|
(89,263
|
)
|
||||||
|
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(3,255
|
)
|
|
(390
|
)
|
|
—
|
|
|
(3,645
|
)
|
||||||
|
Net cash (used in) provided by financing activities
|
|
(406,275
|
)
|
|
—
|
|
|
348,144
|
|
|
(35,360
|
)
|
|
583
|
|
|
(92,908
|
)
|
||||||
|
Net increase in cash and cash equivalents
|
|
8,737
|
|
|
—
|
|
|
7,608
|
|
|
86
|
|
|
—
|
|
|
16,431
|
|
||||||
|
Cash and cash equivalents, beginning of period
|
|
6,257
|
|
|
—
|
|
|
73
|
|
|
1,496
|
|
|
—
|
|
|
7,826
|
|
||||||
|
Cash and cash equivalents, end of period
|
|
$
|
14,994
|
|
|
$
|
—
|
|
|
$
|
7,681
|
|
|
$
|
1,582
|
|
|
$
|
—
|
|
|
$
|
24,257
|
|
|
•
|
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 and it also sells freshwater to producers for exploration and production activities.
|
|
•
|
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 19 owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah.
|
|
•
|
Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations, purchases refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedules 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.
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
Total revenues
|
$
|
6,376,820
|
|
|
$
|
4,353,783
|
|
|
$
|
18,875,888
|
|
|
$
|
11,961,164
|
|
|
Total cost of sales
|
6,114,384
|
|
|
4,235,866
|
|
|
18,320,067
|
|
|
11,621,997
|
|
||||
|
Operating expenses
|
62,892
|
|
|
51,140
|
|
|
179,463
|
|
|
146,768
|
|
||||
|
General and administrative expense
|
24,779
|
|
|
26,396
|
|
|
86,538
|
|
|
69,939
|
|
||||
|
Depreciation and amortization
|
53,434
|
|
|
52,210
|
|
|
158,229
|
|
|
158,222
|
|
||||
|
(Gain) loss on disposal or impairment of assets, net
|
(36,246
|
)
|
|
(112,388
|
)
|
|
71,077
|
|
|
(13,246
|
)
|
||||
|
Revaluation of liabilities
|
—
|
|
|
—
|
|
|
800
|
|
|
5,600
|
|
||||
|
Operating income (loss)
|
157,577
|
|
|
100,559
|
|
|
59,714
|
|
|
(28,116
|
)
|
||||
|
Equity in earnings of unconsolidated entities
|
1,777
|
|
|
2,588
|
|
|
2,375
|
|
|
6,677
|
|
||||
|
Interest expense
|
(39,151
|
)
|
|
(51,696
|
)
|
|
(126,777
|
)
|
|
(150,918
|
)
|
||||
|
Loss on early extinguishment of liabilities, net
|
(10,083
|
)
|
|
(21,141
|
)
|
|
(10,220
|
)
|
|
(22,479
|
)
|
||||
|
Other income (expense), net
|
1,292
|
|
|
1,881
|
|
|
(31,006
|
)
|
|
5,251
|
|
||||
|
Income (loss) from continuing operations before income taxes
|
111,412
|
|
|
32,191
|
|
|
(105,914
|
)
|
|
(189,585
|
)
|
||||
|
Income tax expense
|
(980
|
)
|
|
(364
|
)
|
|
(2,322
|
)
|
|
(869
|
)
|
||||
|
Income (loss) from continuing operations
|
110,432
|
|
|
31,827
|
|
|
(108,236
|
)
|
|
(190,454
|
)
|
||||
|
Income from discontinued operations, net of tax
|
96
|
|
|
24,942
|
|
|
404,414
|
|
|
9,937
|
|
||||
|
Net income (loss)
|
110,528
|
|
|
56,769
|
|
|
296,178
|
|
|
(180,517
|
)
|
||||
|
Less: Net loss (income) attributable to noncontrolling interests
|
307
|
|
|
(89
|
)
|
|
1,170
|
|
|
(221
|
)
|
||||
|
Less: Net (income) loss attributable to redeemable noncontrolling interests
|
—
|
|
|
(424
|
)
|
|
446
|
|
|
261
|
|
||||
|
Net income (loss) attributable to NGL Energy Partners LP
|
$
|
110,835
|
|
|
$
|
56,256
|
|
|
$
|
297,794
|
|
|
$
|
(180,477
|
)
|
|
|
|
Three Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel amounts)
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Crude oil sales
|
|
$
|
718,621
|
|
|
$
|
556,001
|
|
|
$
|
162,620
|
|
|
Crude oil transportation and other
|
|
42,912
|
|
|
33,017
|
|
|
9,895
|
|
|||
|
Total revenues (1)
|
|
761,533
|
|
|
589,018
|
|
|
172,515
|
|
|||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
722,653
|
|
|
551,212
|
|
|
171,441
|
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(26,894
|
)
|
|
5,670
|
|
|
(32,564
|
)
|
|||
|
Operating expenses
|
|
13,831
|
|
|
11,712
|
|
|
2,119
|
|
|||
|
General and administrative expenses
|
|
1,609
|
|
|
1,627
|
|
|
(18
|
)
|
|||
|
Depreciation and amortization expense
|
|
18,387
|
|
|
20,092
|
|
|
(1,705
|
)
|
|||
|
Gain on disposal or impairment of assets, net
|
|
(75
|
)
|
|
(107,574
|
)
|
|
107,499
|
|
|||
|
Total expenses
|
|
729,511
|
|
|
482,739
|
|
|
246,772
|
|
|||
|
Segment operating income
|
|
$
|
32,022
|
|
|
$
|
106,279
|
|
|
$
|
(74,257
|
)
|
|
|
|
|
|
|
|
|
||||||
|
Crude oil sold (barrels)
|
|
12,333
|
|
|
10,006
|
|
|
2,327
|
|
|||
|
Crude oil transported on owned pipelines (barrels)
|
|
11,820
|
|
|
9,228
|
|
|
2,592
|
|
|||
|
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
5,362
|
|
|
6,362
|
|
|
(1,000
|
)
|
|||
|
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
2,062
|
|
|
2,829
|
|
|
(767
|
)
|
|||
|
Crude oil inventory (barrels) (2)
|
|
1,204
|
|
|
1,356
|
|
|
(152
|
)
|
|||
|
Crude oil sold ($/barrel)
|
|
$
|
58.268
|
|
|
$
|
55.567
|
|
|
$
|
2.701
|
|
|
Cost per crude oil sold ($/barrel)
|
|
$
|
56.414
|
|
|
$
|
55.655
|
|
|
$
|
0.759
|
|
|
Crude oil product margin (loss) ($/barrel)
|
|
$
|
1.854
|
|
|
$
|
(0.088
|
)
|
|
$
|
1.942
|
|
|
|
|
(1)
|
$10.4 million $4.0 million three months ended December 31, 2018 2017,
|
|
(2)
|
December 31, 2018 December 31, 2017, respectively.
|
|
|
|
Three Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Disposal service fees
|
|
$
|
48,261
|
|
|
$
|
41,045
|
|
|
$
|
7,216
|
|
|
Recovered hydrocarbons
|
|
17,192
|
|
|
17,021
|
|
|
171
|
|
|||
|
Other service revenues
|
|
10,005
|
|
|
5,958
|
|
|
4,047
|
|
|||
|
Total revenues
|
|
75,458
|
|
|
64,024
|
|
|
11,434
|
|
|||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Cost of sales-excluding impact of derivatives
|
|
714
|
|
|
711
|
|
|
3
|
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(40,184
|
)
|
|
9,481
|
|
|
(49,665
|
)
|
|||
|
Operating expenses
|
|
32,571
|
|
|
27,041
|
|
|
5,530
|
|
|||
|
General and administrative expenses
|
|
4,230
|
|
|
649
|
|
|
3,581
|
|
|||
|
Depreciation and amortization expense
|
|
27,561
|
|
|
24,586
|
|
|
2,975
|
|
|||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(36,171
|
)
|
|
2,929
|
|
|
(39,100
|
)
|
|||
|
Total (income) expense, net
|
|
(11,279
|
)
|
|
65,397
|
|
|
(76,676
|
)
|
|||
|
Segment operating income (loss)
|
|
$
|
86,737
|
|
|
$
|
(1,373
|
)
|
|
$
|
88,110
|
|
|
|
|
|
|
|
|
|
||||||
|
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
|
Eagle Ford Basin
|
|
282,070
|
|
|
255,634
|
|
|
26,436
|
|
|||
|
Permian Basin
|
|
461,722
|
|
|
334,556
|
|
|
127,166
|
|
|||
|
DJ Basin
|
|
177,412
|
|
|
121,061
|
|
|
56,351
|
|
|||
|
Other Basins
|
|
77,320
|
|
|
78,144
|
|
|
(824
|
)
|
|||
|
Total
|
|
998,524
|
|
|
789,395
|
|
|
209,129
|
|
|||
|
Solids processed (barrels per day)
|
|
7,284
|
|
|
6,095
|
|
|
1,189
|
|
|||
|
Skim oil sold (barrels per day)
|
|
3,609
|
|
|
3,623
|
|
|
(14
|
)
|
|||
|
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.53
|
|
|
$
|
0.57
|
|
|
$
|
(0.04
|
)
|
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
(0.04
|
)
|
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.35
|
|
|
$
|
0.37
|
|
|
$
|
(0.02
|
)
|
|
|
|
Three Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands, except per gallon amounts)
|
||||||||||
|
Propane sales:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
$
|
375,415
|
|
|
$
|
403,236
|
|
|
$
|
(27,821
|
)
|
|
Cost of sales-excluding impact of derivatives
|
|
355,179
|
|
|
390,442
|
|
|
(35,263
|
)
|
|||
|
Cost of sales-derivative loss (gain)
|
|
8,245
|
|
|
(1,581
|
)
|
|
9,826
|
|
|||
|
Product margin
|
|
11,991
|
|
|
14,375
|
|
|
(2,384
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Butane sales:
|
|
|
|
|
|
|
|
|
||||
|
Revenues (1)
|
|
226,642
|
|
|
228,535
|
|
|
(1,893
|
)
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
212,117
|
|
|
211,293
|
|
|
824
|
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(7,239
|
)
|
|
4,295
|
|
|
(11,534
|
)
|
|||
|
Product margin
|
|
21,764
|
|
|
12,947
|
|
|
8,817
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
|
Other product sales:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
151,742
|
|
|
123,677
|
|
|
28,065
|
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
144,957
|
|
|
118,220
|
|
|
26,737
|
|
|||
|
Cost of sales-derivative loss (gain)
|
|
3,331
|
|
|
(170
|
)
|
|
3,501
|
|
|||
|
Product margin
|
|
3,454
|
|
|
5,627
|
|
|
(2,173
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Service revenues:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
6,013
|
|
|
6,166
|
|
|
(153
|
)
|
|||
|
Cost of sales
|
|
976
|
|
|
772
|
|
|
204
|
|
|||
|
Product margin
|
|
5,037
|
|
|
5,394
|
|
|
(357
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
12,763
|
|
|
8,659
|
|
|
4,104
|
|
|||
|
General and administrative expenses
|
|
1,539
|
|
|
1,361
|
|
|
178
|
|
|||
|
Depreciation and amortization expense
|
|
6,412
|
|
|
6,247
|
|
|
165
|
|
|||
|
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
(214
|
)
|
|
214
|
|
|||
|
Total expenses
|
|
20,714
|
|
|
16,053
|
|
|
4,661
|
|
|||
|
Segment operating income
|
|
$
|
21,532
|
|
|
$
|
22,290
|
|
|
$
|
(758
|
)
|
|
|
|
|
|
|
|
|
||||||
|
Liquids storage capacity - owned and leased (gallons) (2)
|
|
399,757
|
|
|
453,971
|
|
|
(54,214
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Propane sold (gallons)
|
|
428,961
|
|
|
399,211
|
|
|
29,750
|
|
|||
|
Propane sold ($/gallon)
|
|
$
|
0.875
|
|
|
$
|
1.010
|
|
|
$
|
(0.135
|
)
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.847
|
|
|
$
|
0.974
|
|
|
$
|
(0.127
|
)
|
|
Propane product margin ($/gallon)
|
|
$
|
0.028
|
|
|
$
|
0.036
|
|
|
$
|
(0.008
|
)
|
|
Propane inventory (gallons) (2)
|
|
120,239
|
|
|
130,940
|
|
|
(10,701
|
)
|
|||
|
Propane storage capacity leased to third parties (gallons) (2)
|
|
30,440
|
|
|
33,495
|
|
|
(3,055
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Butane sold (gallons)
|
|
201,891
|
|
|
191,504
|
|
|
10,387
|
|
|||
|
Butane sold ($/gallon)
|
|
$
|
1.123
|
|
|
$
|
1.193
|
|
|
$
|
(0.070
|
)
|
|
Cost per butane sold ($/gallon)
|
|
$
|
1.015
|
|
|
$
|
1.126
|
|
|
$
|
(0.111
|
)
|
|
Butane product margin ($/gallon)
|
|
$
|
0.108
|
|
|
$
|
0.067
|
|
|
$
|
0.041
|
|
|
Butane inventory (gallons) (2)
|
|
34,488
|
|
|
41,941
|
|
|
(7,453
|
)
|
|||
|
Butane storage capacity leased to third parties (gallons) (2)
|
|
59,220
|
|
|
80,346
|
|
|
(21,126
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Other products sold (gallons)
|
|
130,362
|
|
|
104,136
|
|
|
26,226
|
|
|||
|
Other products sold ($/gallon)
|
|
$
|
1.164
|
|
|
$
|
1.188
|
|
|
$
|
(0.024
|
)
|
|
Cost per other products sold ($/gallon)
|
|
$
|
1.138
|
|
|
$
|
1.134
|
|
|
$
|
0.004
|
|
|
Other products product margin ($/gallon)
|
|
$
|
0.026
|
|
|
$
|
0.054
|
|
|
$
|
(0.028
|
)
|
|
Other products inventory (gallons) (2)
|
|
8,367
|
|
|
9,616
|
|
|
(1,249
|
)
|
|||
|
|
|
(1)
|
Revenues include $10.4 million and $2.0 million of intersegment sales during the three months ended December 31, 2018 and 2017, respectively, that are eliminated in our unaudited condensed consolidated statements of operations.
|
|
(2)
|
Information is presented as of December 31, 2018 and December 31, 2017, respectively.
|
|
|
|
Three Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel amounts)
|
||||||||||
|
Refined products sales:
|
|
|
|
|
|
|
||||||
|
Revenues-excluding impact of derivatives (1)
|
|
$
|
4,580,137
|
|
|
$
|
2,845,482
|
|
|
$
|
1,734,655
|
|
|
Cost of sales-excluding impact of derivatives
|
|
4,719,781
|
|
|
2,822,518
|
|
|
1,897,263
|
|
|||
|
Derivative (gain) loss
|
|
(173,332
|
)
|
|
40,015
|
|
|
(213,347
|
)
|
|||
|
Product margin (loss)
|
|
33,688
|
|
|
(17,051
|
)
|
|
50,739
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Renewables sales:
|
|
|
|
|
|
|
||||||
|
Revenues-excluding impact of derivatives
|
|
65,847
|
|
|
99,436
|
|
|
(33,589
|
)
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
66,649
|
|
|
81,846
|
|
|
(15,197
|
)
|
|||
|
Derivative (gain) loss
|
|
(3,587
|
)
|
|
7,199
|
|
|
(10,786
|
)
|
|||
|
Product margin
|
|
2,785
|
|
|
10,391
|
|
|
(7,606
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Service fees and other revenues
|
|
3,201
|
|
|
94
|
|
|
3,107
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
3,407
|
|
|
3,343
|
|
|
64
|
|
|||
|
General and administrative expenses
|
|
2,266
|
|
|
2,088
|
|
|
178
|
|
|||
|
Depreciation and amortization expense
|
|
321
|
|
|
323
|
|
|
(2
|
)
|
|||
|
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
(7,529
|
)
|
|
7,529
|
|
|||
|
Total expense (income), net
|
|
5,994
|
|
|
(1,775
|
)
|
|
7,769
|
|
|||
|
Segment operating income (loss)
|
|
$
|
33,680
|
|
|
$
|
(4,791
|
)
|
|
$
|
38,471
|
|
|
|
|
|
|
|
|
|
||||||
|
Gasoline sold (barrels)
|
|
42,882
|
|
|
22,902
|
|
|
19,980
|
|
|||
|
Diesel sold (barrels)
|
|
15,931
|
|
|
15,004
|
|
|
927
|
|
|||
|
Ethanol sold (barrels)
|
|
592
|
|
|
900
|
|
|
(308
|
)
|
|||
|
Biodiesel sold (barrels)
|
|
237
|
|
|
477
|
|
|
(240
|
)
|
|||
|
Refined products and renewables storage capacity - leased (barrels) (2)
|
|
10,293
|
|
|
9,046
|
|
|
1,247
|
|
|||
|
Refined products and renewables storage capacity sub-leased to third parties (barrels) (2)
|
|
272
|
|
|
1,068
|
|
|
(796
|
)
|
|||
|
Gasoline inventory (barrels) (2)
|
|
3,942
|
|
|
3,007
|
|
|
935
|
|
|||
|
Diesel inventory (barrels) (2)
|
|
1,815
|
|
|
1,605
|
|
|
210
|
|
|||
|
Ethanol inventory (barrels) (2)
|
|
1,292
|
|
|
684
|
|
|
608
|
|
|||
|
Biodiesel inventory (barrels) (2)
|
|
162
|
|
|
153
|
|
|
9
|
|
|||
|
Refined products sold ($/barrel)
|
|
$
|
77.876
|
|
|
$
|
75.067
|
|
|
$
|
2.809
|
|
|
Cost per refined products sold ($/barrel)
|
|
$
|
77.303
|
|
|
$
|
75.517
|
|
|
$
|
1.786
|
|
|
Refined products product margin (loss) ($/barrel)
|
|
$
|
0.573
|
|
|
$
|
(0.450
|
)
|
|
$
|
1.023
|
|
|
Renewable products sold ($/barrel)
|
|
$
|
79.429
|
|
|
$
|
72.212
|
|
|
$
|
7.217
|
|
|
Cost per renewable products sold ($/barrel)
|
|
$
|
76.070
|
|
|
$
|
64.666
|
|
|
$
|
11.404
|
|
|
Renewable products product margin ($/barrel)
|
|
$
|
3.359
|
|
|
$
|
7.546
|
|
|
$
|
(4.187
|
)
|
|
|
|
(1)
|
$0.1 million three months ended December 31, 2017
|
|
(2)
|
December 31, 2018 December 31, 2017, respectively.
|
|
|
|
Three Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands)
|
||||||||||
|
Other revenues
|
|
|
|
|
|
|
||||||
|
Revenues
|
|
$
|
319
|
|
|
$
|
289
|
|
|
$
|
30
|
|
|
Cost of sales
|
|
494
|
|
|
117
|
|
|
377
|
|
|||
|
(Loss) margin
|
|
(175
|
)
|
|
172
|
|
|
(347
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
331
|
|
|
385
|
|
|
(54
|
)
|
|||
|
General and administrative expenses
|
|
15,135
|
|
|
20,671
|
|
|
(5,536
|
)
|
|||
|
Depreciation and amortization expense
|
|
753
|
|
|
962
|
|
|
(209
|
)
|
|||
|
Total expenses
|
|
16,219
|
|
|
22,018
|
|
|
(5,799
|
)
|
|||
|
Operating loss
|
|
$
|
(16,394
|
)
|
|
$
|
(21,846
|
)
|
|
$
|
5,452
|
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
|
Interest income (1)
|
$
|
1,301
|
|
|
$
|
1,561
|
|
|
Gavilon legal matter settlement (2)
|
212
|
|
|
—
|
|
||
|
Other (3)
|
(221
|
)
|
|
320
|
|
||
|
Other income, net
|
$
|
1,292
|
|
|
$
|
1,881
|
|
|
|
|
(1)
|
a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party.
|
|
(2)
|
Represents an adjustment to the accrual for the estimated cost of the settlement of the Gavilon legal matter (see
|
|
(3)
|
three months ended December 31, 2018, three months ended December 31, 2017,
|
|
|
|
Nine Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel amounts)
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Crude oil sales
|
|
$
|
2,300,703
|
|
|
$
|
1,446,560
|
|
|
$
|
854,143
|
|
|
Crude oil transportation and other
|
|
116,323
|
|
|
89,318
|
|
|
27,005
|
|
|||
|
Total revenues (1)
|
|
2,417,026
|
|
|
1,535,878
|
|
|
881,148
|
|
|||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
2,263,540
|
|
|
1,429,471
|
|
|
834,069
|
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(15,214
|
)
|
|
2,974
|
|
|
(18,188
|
)
|
|||
|
Operating expenses
|
|
38,870
|
|
|
36,079
|
|
|
2,791
|
|
|||
|
General and administrative expenses
|
|
4,852
|
|
|
4,927
|
|
|
(75
|
)
|
|||
|
Depreciation and amortization expense
|
|
56,486
|
|
|
61,885
|
|
|
(5,399
|
)
|
|||
|
Loss (gain) on disposal or impairment of assets, net
|
|
105,186
|
|
|
(111,290
|
)
|
|
216,476
|
|
|||
|
Total expenses
|
|
2,453,720
|
|
|
1,424,046
|
|
|
1,029,674
|
|
|||
|
Segment operating (loss) income
|
|
$
|
(36,694
|
)
|
|
$
|
111,832
|
|
|
$
|
(148,526
|
)
|
|
|
|
|
|
|
|
|
||||||
|
Crude oil sold (barrels)
|
|
35,449
|
|
|
28,588
|
|
|
6,861
|
|
|||
|
Crude oil transported on owned pipelines (barrels)
|
|
31,385
|
|
|
24,176
|
|
|
7,209
|
|
|||
|
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
5,362
|
|
|
6,362
|
|
|
(1,000
|
)
|
|||
|
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
2,062
|
|
|
2,829
|
|
|
(767
|
)
|
|||
|
Crude oil inventory (barrels) (2)
|
|
1,204
|
|
|
1,356
|
|
|
(152
|
)
|
|||
|
Crude oil sold ($/barrel)
|
|
$
|
64.902
|
|
|
$
|
50.600
|
|
|
$
|
14.302
|
|
|
Cost per crude oil sold ($/barrel)
|
|
$
|
63.424
|
|
|
$
|
50.107
|
|
|
$
|
13.317
|
|
|
Crude oil product margin ($/barrel)
|
|
$
|
1.478
|
|
|
$
|
0.493
|
|
|
$
|
0.985
|
|
|
|
|
(1)
|
$22.0 million $8.9 million nine months ended December 31, 2018 2017,
|
|
(2)
|
December 31, 2018 December 31, 2017, respectively.
|
|
|
|
Nine Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Disposal service fees
|
|
$
|
149,018
|
|
|
$
|
109,648
|
|
|
$
|
39,370
|
|
|
Recovered hydrocarbons
|
|
55,681
|
|
|
37,427
|
|
|
18,254
|
|
|||
|
Other service revenues
|
|
26,668
|
|
|
14,948
|
|
|
11,720
|
|
|||
|
Total revenues
|
|
231,367
|
|
|
162,023
|
|
|
69,344
|
|
|||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Cost of sales-excluding impact of derivatives
|
|
2,083
|
|
|
1,490
|
|
|
593
|
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(19,392
|
)
|
|
11,529
|
|
|
(30,921
|
)
|
|||
|
Operating expenses
|
|
98,324
|
|
|
74,570
|
|
|
23,754
|
|
|||
|
General and administrative expenses
|
|
5,830
|
|
|
1,948
|
|
|
3,882
|
|
|||
|
Depreciation and amortization expense
|
|
79,212
|
|
|
73,847
|
|
|
5,365
|
|
|||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(32,966
|
)
|
|
3,114
|
|
|
(36,080
|
)
|
|||
|
Revaluation of liabilities
|
|
800
|
|
|
5,600
|
|
|
(4,800
|
)
|
|||
|
Total expenses
|
|
133,891
|
|
|
172,098
|
|
|
(38,207
|
)
|
|||
|
Segment operating income (loss)
|
|
$
|
97,476
|
|
|
$
|
(10,075
|
)
|
|
$
|
107,551
|
|
|
|
|
|
|
|
|
|
||||||
|
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
|
Eagle Ford Basin
|
|
277,431
|
|
|
228,698
|
|
|
48,733
|
|
|||
|
Permian Basin
|
|
455,211
|
|
|
280,158
|
|
|
175,053
|
|
|||
|
DJ Basin
|
|
159,980
|
|
|
114,156
|
|
|
45,824
|
|
|||
|
Other Basins
|
|
82,928
|
|
|
66,884
|
|
|
16,044
|
|
|||
|
Total
|
|
975,550
|
|
|
689,896
|
|
|
285,654
|
|
|||
|
Solids processed (barrels per day)
|
|
6,728
|
|
|
5,357
|
|
|
1,371
|
|
|||
|
Skim oil sold (barrels per day)
|
|
3,516
|
|
|
2,923
|
|
|
593
|
|
|||
|
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.56
|
|
|
$
|
0.58
|
|
|
$
|
(0.02
|
)
|
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
$
|
0.01
|
|
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.37
|
|
|
$
|
0.39
|
|
|
$
|
(0.02
|
)
|
|
|
|
Nine Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands, except per gallon amounts)
|
||||||||||
|
Propane sales:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
$
|
800,125
|
|
|
$
|
733,684
|
|
|
$
|
66,441
|
|
|
Cost of sales-excluding impact of derivatives
|
|
758,079
|
|
|
710,216
|
|
|
47,863
|
|
|||
|
Cost of sales-derivative loss (gain)
|
|
7,023
|
|
|
(7,081
|
)
|
|
14,104
|
|
|||
|
Product margin
|
|
35,023
|
|
|
30,549
|
|
|
4,474
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Butane sales:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
487,816
|
|
|
408,312
|
|
|
79,504
|
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
466,522
|
|
|
386,850
|
|
|
79,672
|
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(581
|
)
|
|
19,985
|
|
|
(20,566
|
)
|
|||
|
Product margin
|
|
21,875
|
|
|
1,477
|
|
|
20,398
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Other product sales:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
476,159
|
|
|
310,389
|
|
|
165,770
|
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
454,606
|
|
|
295,645
|
|
|
158,961
|
|
|||
|
Cost of sales-derivative loss (gain)
|
|
1,596
|
|
|
(55
|
)
|
|
1,651
|
|
|||
|
Product margin
|
|
19,957
|
|
|
14,799
|
|
|
5,158
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Service revenues:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
16,526
|
|
|
16,106
|
|
|
420
|
|
|||
|
Cost of sales
|
|
2,255
|
|
|
2,294
|
|
|
(39
|
)
|
|||
|
Product margin
|
|
14,271
|
|
|
13,812
|
|
|
459
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
31,478
|
|
|
25,011
|
|
|
6,467
|
|
|||
|
General and administrative expenses
|
|
4,402
|
|
|
3,982
|
|
|
420
|
|
|||
|
Depreciation and amortization expense
|
|
19,339
|
|
|
18,718
|
|
|
621
|
|
|||
|
Loss on disposal or impairment of assets, net
|
|
994
|
|
|
117,515
|
|
|
(116,521
|
)
|
|||
|
Total expenses
|
|
56,213
|
|
|
165,226
|
|
|
(109,013
|
)
|
|||
|
Segment operating income (loss)
|
|
$
|
34,913
|
|
|
$
|
(104,589
|
)
|
|
$
|
139,502
|
|
|
|
|
|
|
|
|
|
||||||
|
Liquids storage capacity - owned and leased (gallons) (2)
|
|
399,757
|
|
|
453,971
|
|
|
(54,214
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Propane sold (gallons)
|
|
929,401
|
|
|
881,719
|
|
|
47,682
|
|
|||
|
Propane sold ($/gallon)
|
|
$
|
0.861
|
|
|
$
|
0.832
|
|
|
$
|
0.029
|
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.823
|
|
|
$
|
0.797
|
|
|
$
|
0.026
|
|
|
Propane product margin ($/gallon)
|
|
$
|
0.038
|
|
|
$
|
0.035
|
|
|
$
|
0.003
|
|
|
Propane inventory (gallons) (2)
|
|
120,239
|
|
|
130,940
|
|
|
(10,701
|
)
|
|||
|
Propane storage capacity leased to third parties (gallons) (2)
|
|
30,440
|
|
|
33,495
|
|
|
(3,055
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Butane sold (gallons)
|
|
446,340
|
|
|
408,440
|
|
|
37,900
|
|
|||
|
Butane sold ($/gallon)
|
|
$
|
1.093
|
|
|
$
|
1.000
|
|
|
$
|
0.093
|
|
|
Cost per butane sold ($/gallon)
|
|
$
|
1.044
|
|
|
$
|
0.996
|
|
|
$
|
0.048
|
|
|
Butane product margin ($/gallon)
|
|
$
|
0.049
|
|
|
$
|
0.004
|
|
|
$
|
0.045
|
|
|
Butane inventory (gallons) (2)
|
|
34,488
|
|
|
41,941
|
|
|
(7,453
|
)
|
|||
|
Butane storage capacity leased to third parties (gallons) (2)
|
|
59,220
|
|
|
80,346
|
|
|
(21,126
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Other products sold (gallons)
|
|
372,282
|
|
|
296,756
|
|
|
75,526
|
|
|||
|
Other products sold ($/gallon)
|
|
$
|
1.279
|
|
|
$
|
1.046
|
|
|
$
|
0.233
|
|
|
Cost per other products sold ($/gallon)
|
|
$
|
1.225
|
|
|
$
|
0.996
|
|
|
$
|
0.229
|
|
|
Other products product margin ($/gallon)
|
|
$
|
0.054
|
|
|
$
|
0.050
|
|
|
$
|
0.004
|
|
|
Other products inventory (gallons) (2)
|
|
8,367
|
|
|
9,616
|
|
|
(1,249
|
)
|
|||
|
|
|
(1)
|
Revenues include $20.9 million and $3.7 million of intersegment sales during the nine months ended December 31, 2018 and 2017, respectively, that are eliminated in our unaudited condensed consolidated statements of operations.
|
|
(2)
|
Information is presented as of December 31, 2018 and December 31, 2017, respectively.
|
|
|
|
Nine Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel amounts)
|
||||||||||
|
Refined products sales:
|
|
|
|
|
|
|
||||||
|
Revenues-excluding impact of derivatives (1)
|
|
$
|
14,127,750
|
|
|
$
|
8,493,357
|
|
|
$
|
5,634,393
|
|
|
Cost of sales-excluding impact of derivatives
|
|
14,213,306
|
|
|
8,408,658
|
|
|
5,804,648
|
|
|||
|
Derivative (gain) loss
|
|
(121,579
|
)
|
|
69,854
|
|
|
(191,433
|
)
|
|||
|
Product margin
|
|
36,023
|
|
|
14,845
|
|
|
21,178
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Renewables sales:
|
|
|
|
|
|
|
||||||
|
Revenues-excluding impact of derivatives
|
|
197,317
|
|
|
313,366
|
|
|
(116,049
|
)
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
200,398
|
|
|
300,433
|
|
|
(100,035
|
)
|
|||
|
Derivative (gain) loss
|
|
(2,518
|
)
|
|
2,332
|
|
|
(4,850
|
)
|
|||
|
Product (loss) margin
|
|
(563
|
)
|
|
10,601
|
|
|
(11,164
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Service fees and other revenues
|
|
12,307
|
|
|
262
|
|
|
12,045
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
9,790
|
|
|
10,232
|
|
|
(442
|
)
|
|||
|
General and administrative expenses
|
|
6,846
|
|
|
6,343
|
|
|
503
|
|
|||
|
Depreciation and amortization expense
|
|
962
|
|
|
971
|
|
|
(9
|
)
|
|||
|
Gain on disposal or impairment of assets, net
|
|
(3,026
|
)
|
|
(22,585
|
)
|
|
19,559
|
|
|||
|
Total expense (income), net
|
|
14,572
|
|
|
(5,039
|
)
|
|
19,611
|
|
|||
|
Segment operating income
|
|
$
|
33,195
|
|
|
$
|
30,747
|
|
|
$
|
2,448
|
|
|
|
|
|
|
|
|
|
||||||
|
Gasoline sold (barrels)
|
|
130,687
|
|
|
77,877
|
|
|
52,810
|
|
|||
|
Diesel sold (barrels)
|
|
39,765
|
|
|
43,792
|
|
|
(4,027
|
)
|
|||
|
Ethanol sold (barrels)
|
|
1,757
|
|
|
2,892
|
|
|
(1,135
|
)
|
|||
|
Biodiesel sold (barrels)
|
|
815
|
|
|
1,672
|
|
|
(857
|
)
|
|||
|
Refined products and renewables storage capacity - leased (barrels) (2)
|
|
10,293
|
|
|
9,046
|
|
|
1,247
|
|
|||
|
Refined products and renewables storage capacity sub-leased to third parties (barrels) (2)
|
|
272
|
|
|
1,068
|
|
|
(796
|
)
|
|||
|
Gasoline inventory (barrels) (2)
|
|
3,942
|
|
|
3,007
|
|
|
935
|
|
|||
|
Diesel inventory (barrels) (2)
|
|
1,815
|
|
|
1,605
|
|
|
210
|
|
|||
|
Ethanol inventory (barrels) (2)
|
|
1,292
|
|
|
684
|
|
|
608
|
|
|||
|
Biodiesel inventory (barrels) (2)
|
|
162
|
|
|
153
|
|
|
9
|
|
|||
|
Refined products sold ($/barrel)
|
|
$
|
82.884
|
|
|
$
|
69.807
|
|
|
$
|
13.077
|
|
|
Cost per refined products sold ($/barrel)
|
|
$
|
82.673
|
|
|
$
|
69.685
|
|
|
$
|
12.988
|
|
|
Refined products product margin ($/barrel)
|
|
$
|
0.211
|
|
|
$
|
0.122
|
|
|
$
|
0.089
|
|
|
Renewable products sold ($/barrel)
|
|
$
|
76.717
|
|
|
$
|
68.660
|
|
|
$
|
8.057
|
|
|
Cost per renewable products sold ($/barrel)
|
|
$
|
76.936
|
|
|
$
|
66.338
|
|
|
$
|
10.598
|
|
|
Renewable products product (loss) margin ($/barrel)
|
|
$
|
(0.219
|
)
|
|
$
|
2.322
|
|
|
$
|
(2.541
|
)
|
|
|
|
(1)
|
$0.3 million nine months ended December 31, 2017
|
|
(2)
|
December 31, 2018 December 31, 2017, respectively.
|
|
|
|
Nine Months Ended December 31,
|
|
|
||||||||
|
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
|
(in thousands)
|
||||||||||
|
Other revenues
|
|
|
|
|
|
|
||||||
|
Revenues
|
|
$
|
1,066
|
|
|
$
|
696
|
|
|
$
|
370
|
|
|
Cost of sales
|
|
1,481
|
|
|
311
|
|
|
1,170
|
|
|||
|
(Loss) margin
|
|
(415
|
)
|
|
385
|
|
|
(800
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
1,034
|
|
|
876
|
|
|
158
|
|
|||
|
General and administrative expenses
|
|
64,608
|
|
|
52,739
|
|
|
11,869
|
|
|||
|
Depreciation and amortization expense
|
|
2,230
|
|
|
2,801
|
|
|
(571
|
)
|
|||
|
Loss on disposal or impairment of assets, net
|
|
889
|
|
|
—
|
|
|
889
|
|
|||
|
Total expenses
|
|
68,761
|
|
|
56,416
|
|
|
12,345
|
|
|||
|
Operating loss
|
|
$
|
(69,176
|
)
|
|
$
|
(56,031
|
)
|
|
$
|
(13,145
|
)
|
|
|
Nine Months Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
|
Interest income (1)
|
$
|
4,073
|
|
|
$
|
4,883
|
|
|
Gavilon legal matter settlement (2)
|
(34,788
|
)
|
|
—
|
|
||
|
Other (3)
|
(291
|
)
|
|
368
|
|
||
|
Other (expense) income, net
|
$
|
(31,006
|
)
|
|
$
|
5,251
|
|
|
|
|
(1)
|
a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party.
|
|
(2)
|
|
|
(3)
|
nine months ended December 31, 2018, nine months ended December 31, 2017,
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
Net income (loss)
|
$
|
110,528
|
|
|
$
|
56,769
|
|
|
$
|
296,178
|
|
|
$
|
(180,517
|
)
|
|
Less: Net loss (income) attributable to noncontrolling interests
|
307
|
|
|
(89
|
)
|
|
1,170
|
|
|
(221
|
)
|
||||
|
Less: Net (income) loss attributable to redeemable noncontrolling interests
|
—
|
|
|
(424
|
)
|
|
446
|
|
|
261
|
|
||||
|
Net income (loss) attributable to NGL Energy Partners LP
|
110,835
|
|
|
56,256
|
|
|
297,794
|
|
|
(180,477
|
)
|
||||
|
Interest expense
|
39,151
|
|
|
51,825
|
|
|
126,930
|
|
|
151,391
|
|
||||
|
Income tax expense
|
988
|
|
|
364
|
|
|
2,454
|
|
|
934
|
|
||||
|
Depreciation and amortization
|
54,153
|
|
|
67,025
|
|
|
169,235
|
|
|
204,514
|
|
||||
|
EBITDA
|
205,127
|
|
|
175,470
|
|
|
596,413
|
|
|
176,362
|
|
||||
|
Net unrealized (gains) losses on derivatives
|
(47,909
|
)
|
|
775
|
|
|
(30,849
|
)
|
|
16,851
|
|
||||
|
Inventory valuation adjustment (1)
|
(61,665
|
)
|
|
27,786
|
|
|
(60,497
|
)
|
|
6,439
|
|
||||
|
Lower of cost or market adjustments
|
48,198
|
|
|
(3,907
|
)
|
|
47,785
|
|
|
5,504
|
|
||||
|
Gain on disposal or impairment of assets, net
|
(36,507
|
)
|
|
(112,520
|
)
|
|
(337,925
|
)
|
|
(12,282
|
)
|
||||
|
Loss on early extinguishment of liabilities, net
|
10,083
|
|
|
21,141
|
|
|
10,220
|
|
|
22,479
|
|
||||
|
Equity-based compensation expense (2)
|
7,845
|
|
|
12,228
|
|
|
32,575
|
|
|
27,114
|
|
||||
|
Acquisition expense (3)
|
5,155
|
|
|
186
|
|
|
9,270
|
|
|
132
|
|
||||
|
Revaluation of liabilities (4)
|
—
|
|
|
—
|
|
|
800
|
|
|
5,600
|
|
||||
|
Gavilon legal matter settlement (5)
|
(212
|
)
|
|
—
|
|
|
34,788
|
|
|
—
|
|
||||
|
Other (6)
|
2,475
|
|
|
1,489
|
|
|
5,694
|
|
|
4,130
|
|
||||
|
Adjusted EBITDA
|
$
|
132,590
|
|
|
$
|
122,648
|
|
|
$
|
308,274
|
|
|
$
|
252,329
|
|
|
|
|
(1)
|
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, adjusted for the impact of seasonal market movements related to our base inventory and the related hedge.
|
|
(2)
|
to our unaudited condensed consolidated financial statements included in this Quarterly Report.
|
|
(3)
|
(see to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion),
|
|
(4)
|
|
|
(5)
|
|
|
(6)
|
three months and nine months ended December 31, 2018 three months and nine months ended December 31, 2017
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Reconciliation to unaudited condensed consolidated statements of operations:
|
|
|
|
|
|
|
|
|
||||||||
|
Depreciation and amortization per EBITDA table
|
|
$
|
54,153
|
|
|
$
|
67,025
|
|
|
$
|
169,235
|
|
|
$
|
204,514
|
|
|
Intangible asset amortization recorded to cost of sales
|
|
(1,385
|
)
|
|
(1,505
|
)
|
|
(4,234
|
)
|
|
(4,596
|
)
|
||||
|
Depreciation and amortization of unconsolidated entities
|
|
(67
|
)
|
|
(2,422
|
)
|
|
(301
|
)
|
|
(8,265
|
)
|
||||
|
Depreciation and amortization attributable to noncontrolling interests
|
|
733
|
|
|
97
|
|
|
2,189
|
|
|
399
|
|
||||
|
Depreciation and amortization attributable to discontinued operations
|
|
—
|
|
|
(10,985
|
)
|
|
(8,660
|
)
|
|
(33,830
|
)
|
||||
|
Depreciation and amortization per unaudited condensed consolidated statements of operations
|
|
$
|
53,434
|
|
|
$
|
52,210
|
|
|
$
|
158,229
|
|
|
$
|
158,222
|
|
|
|
|
Nine Months Ended December 31,
|
||||||
|
|
|
2018
|
|
2017
|
||||
|
|
|
(in thousands)
|
||||||
|
Reconciliation to unaudited condensed consolidated statements of cash flows:
|
|
|
|
|
||||
|
Depreciation and amortization per EBITDA table
|
|
$
|
169,235
|
|
|
$
|
204,514
|
|
|
Amortization of debt issuance costs recorded to interest expense
|
|
7,110
|
|
|
8,169
|
|
||
|
Depreciation and amortization of unconsolidated entities
|
|
(301
|
)
|
|
(8,265
|
)
|
||
|
Depreciation and amortization attributable to noncontrolling interests
|
|
2,189
|
|
|
399
|
|
||
|
Depreciation and amortization attributable to discontinued operations
|
|
(8,660
|
)
|
|
(33,830
|
)
|
||
|
Depreciation and amortization per unaudited condensed consolidated statements of cash flows
|
|
$
|
169,573
|
|
|
$
|
170,987
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Interest expense per EBITDA table
|
|
$
|
39,151
|
|
|
$
|
51,825
|
|
|
$
|
126,930
|
|
|
$
|
151,391
|
|
|
Interest expense attributable to unconsolidated entities
|
|
—
|
|
|
(40
|
)
|
|
(14
|
)
|
|
(115
|
)
|
||||
|
Interest expense attributable to discontinued operations
|
|
—
|
|
|
(89
|
)
|
|
(139
|
)
|
|
(358
|
)
|
||||
|
Interest expense per unaudited condensed consolidated statements of operations
|
|
$
|
39,151
|
|
|
$
|
51,696
|
|
|
$
|
126,777
|
|
|
$
|
150,918
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Income tax expense
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
66
|
|
|
Net unrealized (gains) losses on derivatives
|
|
$
|
—
|
|
|
$
|
(141
|
)
|
|
$
|
78
|
|
|
$
|
89
|
|
|
(Gain) loss on disposal or impairment of assets, net
|
|
$
|
(262
|
)
|
|
$
|
(135
|
)
|
|
$
|
(409,002
|
)
|
|
$
|
962
|
|
|
|
|
Three Months Ended December 31, 2018
|
||||||||||||||||||||||||||
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||
|
Operating income (loss)
|
|
$
|
32,022
|
|
|
$
|
86,737
|
|
|
$
|
21,532
|
|
|
$
|
33,680
|
|
|
$
|
(16,394
|
)
|
|
$
|
—
|
|
|
$
|
157,577
|
|
|
Depreciation and amortization
|
|
18,387
|
|
|
27,561
|
|
|
6,412
|
|
|
321
|
|
|
753
|
|
|
—
|
|
|
53,434
|
|
|||||||
|
Amortization recorded to cost of sales
|
|
—
|
|
|
—
|
|
|
37
|
|
|
1,348
|
|
|
—
|
|
|
—
|
|
|
1,385
|
|
|||||||
|
Net unrealized gains on derivatives
|
|
(13,165
|
)
|
|
(34,114
|
)
|
|
(630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,909
|
)
|
|||||||
|
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,665
|
)
|
|
—
|
|
|
—
|
|
|
(61,665
|
)
|
|||||||
|
Lower of cost or market adjustments
|
|
11,446
|
|
|
—
|
|
|
—
|
|
|
36,752
|
|
|
—
|
|
|
—
|
|
|
48,198
|
|
|||||||
|
Gain on disposal or impairment of assets, net
|
|
(75
|
)
|
|
(36,171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,246
|
)
|
|||||||
|
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,845
|
|
|
—
|
|
|
7,845
|
|
|||||||
|
Acquisition expense
|
|
—
|
|
|
3,459
|
|
|
—
|
|
|
—
|
|
|
1,696
|
|
|
—
|
|
|
5,155
|
|
|||||||
|
Other income (expense), net
|
|
3
|
|
|
(1,134
|
)
|
|
19
|
|
|
(180
|
)
|
|
2,584
|
|
|
—
|
|
|
1,292
|
|
|||||||
|
Adjusted EBITDA attributable to unconsolidated entities
|
|
—
|
|
|
1,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,845
|
|
|||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(33
|
)
|
|
(394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(427
|
)
|
|||||||
|
Gavilon legal matter settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
—
|
|
|
(212
|
)
|
|||||||
|
Other
|
|
2,075
|
|
|
100
|
|
|
16
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
2,476
|
|
|||||||
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
(158
|
)
|
|||||||
|
Adjusted EBITDA
|
|
$
|
50,693
|
|
|
$
|
48,250
|
|
|
$
|
26,992
|
|
|
$
|
10,541
|
|
|
$
|
(3,728
|
)
|
|
$
|
(158
|
)
|
|
$
|
132,590
|
|
|
|
|
Three Months Ended December 31, 2017
|
||||||||||||||||||||||||||
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||
|
Operating income (loss)
|
|
$
|
106,279
|
|
|
$
|
(1,373
|
)
|
|
$
|
22,290
|
|
|
$
|
(4,791
|
)
|
|
$
|
(21,846
|
)
|
|
$
|
—
|
|
|
$
|
100,559
|
|
|
Depreciation and amortization
|
|
20,092
|
|
|
24,586
|
|
|
6,247
|
|
|
323
|
|
|
962
|
|
|
—
|
|
|
52,210
|
|
|||||||
|
Amortization recorded to cost of sales
|
|
85
|
|
|
—
|
|
|
70
|
|
|
1,350
|
|
|
—
|
|
|
—
|
|
|
1,505
|
|
|||||||
|
Net unrealized losses (gains) on derivatives
|
|
962
|
|
|
8,504
|
|
|
(8,550
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
916
|
|
|||||||
|
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,786
|
|
|
—
|
|
|
—
|
|
|
27,786
|
|
|||||||
|
Lower of cost or market adjustments
|
|
5,207
|
|
|
—
|
|
|
—
|
|
|
(9,114
|
)
|
|
—
|
|
|
—
|
|
|
(3,907
|
)
|
|||||||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(107,574
|
)
|
|
2,929
|
|
|
(214
|
)
|
|
(7,529
|
)
|
|
—
|
|
|
—
|
|
|
(112,388
|
)
|
|||||||
|
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,228
|
|
|
—
|
|
|
12,228
|
|
|||||||
|
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
186
|
|
|||||||
|
Other income, net
|
|
5
|
|
|
190
|
|
|
93
|
|
|
151
|
|
|
1,442
|
|
|
—
|
|
|
1,881
|
|
|||||||
|
Adjusted EBITDA attributable to unconsolidated entities
|
|
3,887
|
|
|
144
|
|
|
—
|
|
|
1,018
|
|
|
—
|
|
|
—
|
|
|
5,049
|
|
|||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|||||||
|
Other
|
|
1,377
|
|
|
91
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,489
|
|
|||||||
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,319
|
|
|
35,319
|
|
|||||||
|
Adjusted EBITDA
|
|
$
|
30,320
|
|
|
$
|
34,886
|
|
|
$
|
19,957
|
|
|
$
|
9,194
|
|
|
$
|
(7,028
|
)
|
|
$
|
35,319
|
|
|
$
|
122,648
|
|
|
|
|
Nine Months Ended December 31, 2018
|
||||||||||||||||||||||||||
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||
|
Operating (loss) income
|
|
$
|
(36,694
|
)
|
|
$
|
97,476
|
|
|
$
|
34,913
|
|
|
$
|
33,195
|
|
|
$
|
(69,176
|
)
|
|
$
|
—
|
|
|
$
|
59,714
|
|
|
Depreciation and amortization
|
|
56,486
|
|
|
79,212
|
|
|
19,339
|
|
|
962
|
|
|
2,230
|
|
|
—
|
|
|
158,229
|
|
|||||||
|
Amortization recorded to cost of sales
|
|
80
|
|
|
—
|
|
|
110
|
|
|
4,044
|
|
|
—
|
|
|
—
|
|
|
4,234
|
|
|||||||
|
Net unrealized (gains) losses on derivatives
|
|
(11,895
|
)
|
|
(23,216
|
)
|
|
4,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,928
|
)
|
|||||||
|
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,497
|
)
|
|
—
|
|
|
—
|
|
|
(60,497
|
)
|
|||||||
|
Lower of cost or market adjustments
|
|
11,446
|
|
|
—
|
|
|
(504
|
)
|
|
36,843
|
|
|
—
|
|
|
—
|
|
|
47,785
|
|
|||||||
|
Loss (gain) on disposal or impairment of assets, net
|
|
105,186
|
|
|
(32,966
|
)
|
|
994
|
|
|
(3,026
|
)
|
|
889
|
|
|
—
|
|
|
71,077
|
|
|||||||
|
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,575
|
|
|
—
|
|
|
32,575
|
|
|||||||
|
Acquisition expense
|
|
—
|
|
|
3,459
|
|
|
161
|
|
|
—
|
|
|
5,696
|
|
|
—
|
|
|
9,316
|
|
|||||||
|
Other income (expense), net
|
|
26
|
|
|
(1,504
|
)
|
|
63
|
|
|
66
|
|
|
(29,657
|
)
|
|
—
|
|
|
(31,006
|
)
|
|||||||
|
Adjusted EBITDA attributable to unconsolidated entities
|
|
—
|
|
|
2,214
|
|
|
—
|
|
|
476
|
|
|
—
|
|
|
—
|
|
|
2,690
|
|
|||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(119
|
)
|
|
(945
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,064
|
)
|
|||||||
|
Revaluation of liabilities
|
|
—
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
800
|
|
|||||||
|
Gavilon legal matter settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,788
|
|
|
—
|
|
|
34,788
|
|
|||||||
|
Other
|
|
4,976
|
|
|
304
|
|
|
49
|
|
|
365
|
|
|
—
|
|
|
—
|
|
|
5,694
|
|
|||||||
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,867
|
|
|
4,867
|
|
|||||||
|
Adjusted EBITDA
|
|
$
|
129,611
|
|
|
$
|
125,660
|
|
|
$
|
58,363
|
|
|
$
|
12,428
|
|
|
$
|
(22,655
|
)
|
|
$
|
4,867
|
|
|
$
|
308,274
|
|
|
|
|
Nine Months Ended December 31, 2017
|
||||||||||||||||||||||||||
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||
|
Operating income (loss)
|
|
$
|
111,832
|
|
|
$
|
(10,075
|
)
|
|
$
|
(104,589
|
)
|
|
$
|
30,747
|
|
|
$
|
(56,031
|
)
|
|
$
|
—
|
|
|
$
|
(28,116
|
)
|
|
Depreciation and amortization
|
|
61,885
|
|
|
73,847
|
|
|
18,718
|
|
|
971
|
|
|
2,801
|
|
|
—
|
|
|
158,222
|
|
|||||||
|
Amortization recorded to cost of sales
|
|
254
|
|
|
—
|
|
|
211
|
|
|
4,131
|
|
|
—
|
|
|
—
|
|
|
4,596
|
|
|||||||
|
Net unrealized losses on derivatives
|
|
2,473
|
|
|
11,526
|
|
|
2,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,762
|
|
|||||||
|
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,439
|
|
|
—
|
|
|
—
|
|
|
6,439
|
|
|||||||
|
Lower of cost or market adjustments
|
|
5,207
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
5,504
|
|
|||||||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(111,290
|
)
|
|
3,114
|
|
|
117,515
|
|
|
(22,585
|
)
|
|
—
|
|
|
—
|
|
|
(13,246
|
)
|
|||||||
|
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,114
|
|
|
—
|
|
|
27,114
|
|
|||||||
|
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
132
|
|
|||||||
|
Other income, net
|
|
99
|
|
|
210
|
|
|
100
|
|
|
486
|
|
|
4,356
|
|
|
—
|
|
|
5,251
|
|
|||||||
|
Adjusted EBITDA attributable to unconsolidated entities
|
|
11,507
|
|
|
425
|
|
|
—
|
|
|
3,125
|
|
|
—
|
|
|
—
|
|
|
15,057
|
|
|||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(619
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(619
|
)
|
|||||||
|
Revaluation of liabilities
|
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
|||||||
|
Other
|
|
3,790
|
|
|
276
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,130
|
|
|||||||
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,503
|
|
|
45,503
|
|
|||||||
|
Adjusted EBITDA
|
|
$
|
85,757
|
|
|
$
|
84,304
|
|
|
$
|
34,782
|
|
|
$
|
23,611
|
|
|
$
|
(21,628
|
)
|
|
$
|
45,503
|
|
|
$
|
252,329
|
|
|
|
|
Average Balance
Outstanding |
|
Lowest
Balance |
|
Highest
Balance |
||||||
|
|
|
(in thousands)
|
||||||||||
|
Nine Months Ended December 31, 2018
|
|
|
|
|
|
|
||||||
|
Expansion capital borrowings
|
|
$
|
69,711
|
|
|
$
|
—
|
|
|
$
|
296,500
|
|
|
Working capital borrowings
|
|
$
|
818,638
|
|
|
$
|
439,000
|
|
|
$
|
1,095,500
|
|
|
|
|
|
|
|
|
|
||||||
|
Nine Months Ended December 31, 2017
|
|
|
|
|
|
|
||||||
|
Expansion capital borrowings
|
|
$
|
139,704
|
|
|
$
|
—
|
|
|
$
|
397,000
|
|
|
Working capital borrowings
|
|
$
|
811,536
|
|
|
$
|
719,500
|
|
|
$
|
1,014,500
|
|
|
|
|
Capital Expenditures
|
|
|
|
Other
|
||||||||||
|
|
|
Expansion (1)
|
|
Maintenance (2)
|
|
Acquisitions (3)
|
|
Investments (4)
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Three Months Ended December 31,
|
|
|
|
|
|
|
|
|
||||||||
|
2018
|
|
$
|
113,182
|
|
|
$
|
9,521
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2017
|
|
$
|
39,143
|
|
|
$
|
12,156
|
|
|
$
|
1,047
|
|
|
$
|
13,724
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended December 31,
|
|
|
|
|
|
|
|
|
||||||||
|
2018
|
|
$
|
303,947
|
|
|
$
|
37,210
|
|
|
$
|
229,871
|
|
|
$
|
92
|
|
|
2017
|
|
$
|
83,175
|
|
|
$
|
26,677
|
|
|
$
|
49,481
|
|
|
$
|
27,874
|
|
|
|
|
(1)
|
There was no amount for the three months ended December 31, 2018 and the amount for the nine months ended December 31, 2018 includes $0.4 million related to our Retail Propane segment. Amounts for the three months and nine months ended December 31, 2017 include $8.0 million and $10.0 million, respectively, related to our Retail Propane segment.
|
|
(2)
|
There was no amount for the three months ended December 31, 2018 and the amount for the nine months ended December 31, 2018 includes $3.8 million related to our Retail Propane segment. Amounts for the three months and nine months ended December 31, 2017 include $4.1 million and $11.9 million, respectively, related to our Retail Propane segment.
|
|
(3)
|
There was no amount for the three months ended December 31, 2018 and the amount for the nine months ended December 31, 2018 includes $31.9 million related to our Retail Propane segment. Amounts for the three months and nine months ended December 31, 2017 include $1.1 million and $29.6 million, respectively, related to our Retail Propane segment.
|
|
(4)
|
Amounts for the three months and nine months ended December 31, 2018 and 2017 primarily related to contributions made to unconsolidated entities. There were no amounts related to our Retail Propane segment for the three months or nine months ended December 31, 2018. Amounts for the three months and nine months ended December 31, 2017 include $6.4 million and $6.4 million, respectively, related to our Retail Propane segment.
|
|
|
|
Nine Months Ended December 31,
|
||||||
|
Cash Flows Provided by (Used in)
|
|
2018
|
|
2017
|
||||
|
|
|
(in thousands)
|
||||||
|
Operating activities, before changes in operating assets and liabilities
|
|
$
|
72,439
|
|
|
$
|
121,440
|
|
|
Changes in operating assets and liabilities
|
|
12,208
|
|
|
(154,357
|
)
|
||
|
Operating activities-continuing operations
|
|
$
|
84,647
|
|
|
$
|
(32,917
|
)
|
|
Investing activities-continuing operations
|
|
$
|
(287,289
|
)
|
|
$
|
156,052
|
|
|
Financing activities-continuing operations
|
|
$
|
(672,892
|
)
|
|
$
|
(89,263
|
)
|
|
•
|
an increase in capital expenditures from $82.3 million during the nine months ended December 31, 2017 to $304.0 million during the nine months ended December 31, 2018 due primarily to capital expenditures for expansion projects in our Water Solutions segment;
|
|
•
|
a $211.5 million decrease in proceeds from sales of assets due primarily to the sales of our previously held 50% interest in Glass Mountain and an increase in proceeds from the sale of excess pipe in our Crude Oil Logistics segment during the nine months ended December 31, 2017 and the sale of our Bakken saltwater disposal business and our previously held 20% interest in E Energy Adams, LLC during the nine months ended December 31, 2018;
|
|
•
|
a $156.7 million increase in cash paid for acquisitions and investments in unconsolidated entities during the nine months ended December 31, 2018; and
|
|
•
|
a $20.0 million deposit received during the nine months ended December 31, 2017 related to the sale of a portion of our Retail Propane segment on March 30, 2018.
|
|
•
|
a decrease of $405.5 million in borrowings on our Revolving Credit Facility (net of repayments) during the nine months ended December 31, 2018; and
|
|
•
|
a decrease of $202.7 million due to proceeds received from the sale of our preferred units during the nine months ended December 31, 2017.
|
|
|
|
|
|
Three Months Ending March 31,
|
|
Fiscal Year Ending March 31,
|
|
|
||||||||||||||||||||
|
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||
|
Principal payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Expansion capital borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Working capital borrowings
|
|
889,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
889,000
|
|
|
—
|
|
|
—
|
|
|||||||
|
Senior unsecured notes
|
|
1,336,344
|
|
|
—
|
|
|
339,886
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
996,458
|
|
|||||||
|
Other long-term debt
|
|
5,492
|
|
|
161
|
|
|
648
|
|
|
4,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Interest payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revolving Credit Facility (1)
|
|
138,102
|
|
|
11,963
|
|
|
48,515
|
|
|
48,515
|
|
|
29,109
|
|
|
—
|
|
|
—
|
|
|||||||
|
Senior unsecured notes
|
|
400,090
|
|
|
20,626
|
|
|
78,094
|
|
|
69,384
|
|
|
69,384
|
|
|
69,384
|
|
|
93,218
|
|
|||||||
|
Other long-term debt
|
|
376
|
|
|
57
|
|
|
210
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Letters of credit
|
|
157,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,938
|
|
|
—
|
|
|
—
|
|
|||||||
|
Future minimum lease payments under noncancelable operating leases
|
|
422,314
|
|
|
29,233
|
|
|
120,861
|
|
|
99,496
|
|
|
72,693
|
|
|
52,270
|
|
|
47,761
|
|
|||||||
|
Future minimum throughput payments under noncancelable agreements (2)
|
|
56,127
|
|
|
12,924
|
|
|
43,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Construction commitments (3)
|
|
21,586
|
|
|
1,516
|
|
|
20,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Fixed-price commodity purchase commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Crude oil
|
|
64,647
|
|
|
64,647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Natural gas liquids
|
|
14,591
|
|
|
13,228
|
|
|
1,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Index-price commodity purchase commitments (4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Crude oil (5)
|
|
2,469,203
|
|
|
520,372
|
|
|
751,988
|
|
|
401,873
|
|
|
344,897
|
|
|
255,400
|
|
|
194,673
|
|
|||||||
|
Natural gas liquids
|
|
255,702
|
|
|
223,915
|
|
|
31,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Total contractual obligations
|
|
$
|
6,231,512
|
|
|
$
|
898,642
|
|
|
$
|
1,436,625
|
|
|
$
|
624,060
|
|
|
$
|
1,563,021
|
|
|
$
|
377,054
|
|
|
$
|
1,332,110
|
|
|
|
|
(1)
|
The estimated interest payments on our Revolving Credit Facility are based on principal and letters of credit outstanding at December 31, 2018. See to our unaudited condensed consolidated financial statements included in this Quarterly Report for additional information on our Credit Agreement.
|
|
(2)
|
We have executed noncancelable agreements with crude oil 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 to our unaudited condensed consolidated financial statements included in this Quarterly Report for additional information.
|
|
(3)
|
At December 31, 2018, the construction commitments relate to two new towboats and four new barges currently being built.
|
|
(4)
|
Index prices are based on a forward price curve at December 31, 2018. A theoretical change of $0.10 per gallon of natural gas liquids in the underlying commodity price at December 31, 2018 would result in a change of $39.3 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 December 31, 2018 would result in a change of $56.9 million in the value of our index-price crude oil purchase commitments. See to our unaudited condensed consolidated financial statements included in this Quarterly Report for further detail of the commitments.
|
|
(5)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (see to our unaudited condensed consolidated financial statements included in this Quarterly 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)
|
$
|
(7,312
|
)
|
|
Propane (Liquids segment)
|
$
|
2,460
|
|
|
Other products (Liquids segment)
|
$
|
(582
|
)
|
|
Gasoline (Refined Products and Renewables segment)
|
$
|
(18,168
|
)
|
|
Diesel (Refined Products and Renewables segment)
|
$
|
(15,317
|
)
|
|
Ethanol (Refined Products and Renewables segment)
|
$
|
(2,705
|
)
|
|
Biodiesel (Refined Products and Renewables segment)
|
$
|
2,522
|
|
|
Canadian dollars (Liquids segment)
|
$
|
489
|
|
|
Item 4.
|
Controls and Procedures
|
|
Exhibit Number
|
|
Exhibit
|
|
4.1*
|
|
|
|
4.2*
|
|
|
|
4.3*
|
|
|
|
4.4*
|
|
|
|
4.5*
|
|
|
|
4.6*
|
|
|
|
4.7*
|
|
|
|
4.8*
|
|
|
|
4.9*
|
|
|
|
4.10*
|
|
|
|
4.11*
|
|
|
|
4.12*
|
|
|
|
10.1*
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32.1*
|
|
|
|
32.2*
|
|
|
|
101.INS**
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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) Unaudited Condensed Consolidated Balance Sheets at December 31, 2018 and March 31, 2018, (ii) Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended December 31, 2018 and 2017, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months and nine months ended December 31, 2018 and 2017, (iv) Unaudited Condensed Consolidated Statement of Changes in Equity for the nine months ended December 31, 2018, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2018 and 2017, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.
|
|
|
NGL ENERGY PARTNERS LP
|
||
|
|
|
|
|
|
|
By:
|
NGL Energy Holdings LLC, its general partner
|
|
|
|
|
|
|
|
Date: February 11, 2019
|
|
By:
|
/s/ H. Michael Krimbill
|
|
|
|
|
H. Michael Krimbill
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date: February 11, 2019
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
|
|
|
Robert W. Karlovich III
|
|
|
|
|
Chief Financial Officer
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of the Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or the Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Israel Lugo
|
|
Name:
|
Israel Lugo
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of any Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or any Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Israel Lugo
|
|
Name:
|
Israel Lugo
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of the Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or the Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Michael K. Herberger
|
|
Name:
|
Michael K. Herberger
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of a Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or such Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Michael K. Herberger
|
|
Name:
|
Michael K. Herberger
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of the Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or the Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Chief Financial Officer
|
|
By:
|
/s/ Israel Lugo
|
|
Name:
|
Israel Lugo
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of any Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or any Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Israel Lugo
|
|
Name:
|
Israel Lugo
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of the Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or the Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Michael K. Herberger
|
|
Name:
|
Michael K. Herberger
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of any Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or any Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Israel Lugo
|
|
Name:
|
Israel Lugo
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of the Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or the Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Michael K. Herberger
|
|
Name:
|
Michael K. Herberger
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of a Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or such Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Michael K. Herberger
|
|
Name:
|
Michael K. Herberger
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of the Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or the Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Michael K. Herberger
|
|
Name:
|
Michael K. Herberger
|
|
Title:
|
Vice President
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
|
|
3.
|
EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
|
|
4.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of a Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or such Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
|
|
5.
|
NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
|
|
6.
|
COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
|
7.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
8.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Issuers.
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
Name:
|
Robert W. Karlovich III
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
By:
|
/s/ Michael K. Herberger
|
|
Name:
|
Michael K. Herberger
|
|
Title:
|
Vice President
|
|
Fiscal Quarter End Date
|
Maximum Total Leverage Indebtedness Ratio
|
|
3/31/2019
|
6.50 to 1.0
|
|
6/30/2019
|
6.50 to 1.0
|
|
9/30/2019
|
6.25 to 1.0
|
|
12/31/2019
|
6.25 to 1.0
|
|
3/31/2020 and the last day of each fiscal quarter thereafter
|
6.00 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/ Laureline DeLichana
|
|
Name:
|
Laureline DeLichana
|
|
Title:
|
Director
|
|
By:
|
/s/ Shai Bandner
|
|
Name:
|
Shai Bandner
|
|
Title:
|
Director
|
|
By:
|
/s/ Laureline DeLichana
|
|
Name:
|
Laureline DeLichana
|
|
Title:
|
Director
|
|
By:
|
/s/ Jason York
|
|
Name:
|
Jason York
|
|
Title:
|
Authorized Signatory
|
|
By:
|
/s/ Christine Dirringer
|
|
Name:
|
Christine Dirringer
|
|
Title:
|
Managing Director
|
|
By:
|
/s/ Redi Meshi
|
|
Name:
|
Redi Meshi
|
|
Title:
|
Vice President
|
|
By:
|
/s/ Jonathan Luchansky
|
|
Name:
|
Jonathan Luchansky
|
|
Title:
|
Director
|
|
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/ Peter Kuo
|
|
Name:
|
Peter Kuo
|
|
Title:
|
Authorized Signatory
|
|
By:
|
/s/ Jacob L. Osterman
|
|
Name:
|
Jacob L. Osterman
|
|
Title:
|
Director
|
|
By:
|
/s/ Donna DeMagistris
|
|
Name:
|
Donna DeMagistris
|
|
Title:
|
Authorized Signatory
|
|
By:
|
/s/ Darlene Arias
|
|
Name:
|
Darlene Arias
|
|
Title:
|
Director
|
|
By:
|
/s/ Houssem Daly
|
|
Name:
|
Houssem Daly
|
|
Title:
|
Associate Director
|
|
By:
|
/s/ Nupur Kumar
|
|
Name:
|
Nupur Kumar
|
|
Title:
|
Authorized Signatory
|
|
By:
|
/s/ Brady Bingham
|
|
Name:
|
Brady Bingham
|
|
Title:
|
Authorized Signatory
|
|
By:
|
/s/ Jamie Minieri
|
|
Name:
|
Jamie Minieri
|
|
Title:
|
Authorized Signatory
|
|
By:
|
/s/ Robert McRobbie
|
|
Name:
|
Robert McRobbie
|
|
Title:
|
Division Director
|
|
By:
|
/s/ Robert Trevena
|
|
Name:
|
Robert Trevena
|
|
Title:
|
Division Director
|
|
By:
|
/s/ John Harris
|
|
Name:
|
John Harris
|
|
Title:
|
Managing Director
|
|
By:
|
/s/ Scott Donaldson
|
|
Name:
|
Scott Donaldson
|
|
Title:
|
Senior Vice President
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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: February 11, 2019
|
/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 Quarterly Report on Form 10-Q 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: February 11, 2019
|
/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: February 11, 2019
|
/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: February 11, 2019
|
/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
|