Delaware
|
|
001-35172
|
|
27-3427920
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
|
Emerging growth company
o
|
|
|
Item 8.01.
|
Other Events.
|
|
Part II, Item 6. Selected Financial Data;
|
|
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations;
|
|
Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk; and
|
|
Part II, Item 8. Financial Statements and Supplementary Data.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
NGL ENERGY PARTNERS LP
|
||
|
By:
|
NGL Energy Holdings LLC,
|
|
|
|
its general partner
|
|
Date: April 3, 2019
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
|
|
Robert W. Karlovich III
|
|
|
|
Chief Financial Officer
|
/s/ GRANT THORNTON LLP
|
|
|
|
Tulsa, Oklahoma
|
|
April 3, 2019
|
|
|
|
Year Ended March 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands, except per unit data)
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
16,907,296
|
|
|
$
|
12,707,203
|
|
|
$
|
11,468,646
|
|
|
$
|
16,312,860
|
|
|
$
|
9,147,459
|
|
Total cost of sales
|
|
$
|
16,412,641
|
|
|
$
|
12,228,404
|
|
|
$
|
10,761,793
|
|
|
$
|
15,679,669
|
|
|
$
|
8,778,023
|
|
Operating (loss) income
|
|
$
|
(17,174
|
)
|
|
$
|
205,925
|
|
|
$
|
(148,699
|
)
|
|
$
|
43,345
|
|
|
$
|
46,257
|
|
Interest expense
|
|
$
|
199,148
|
|
|
$
|
149,994
|
|
|
$
|
132,749
|
|
|
$
|
109,873
|
|
|
$
|
59,518
|
|
Loss (gain) on early extinguishment of liabilities, net
|
|
$
|
23,201
|
|
|
$
|
(24,727
|
)
|
|
$
|
(28,532
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(Loss) income from continuing operations
|
|
$
|
(226,385
|
)
|
|
$
|
94,802
|
|
|
$
|
(231,318
|
)
|
|
$
|
(15,229
|
)
|
|
$
|
(13,440
|
)
|
Net (loss) income from continuing operations allocated to common unitholders
|
|
$
|
(286,521
|
)
|
|
$
|
57,645
|
|
|
$
|
(290,725
|
)
|
|
$
|
(69,836
|
)
|
|
$
|
(25,103
|
)
|
Basic (loss) income from continuing operations per common unit
|
|
$
|
(2.37
|
)
|
|
$
|
0.53
|
|
|
$
|
(2.77
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(0.41
|
)
|
Diluted (loss) income from continuing operations per common unit
|
|
$
|
(2.37
|
)
|
|
$
|
0.52
|
|
|
$
|
(2.77
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(0.41
|
)
|
Cash Flows Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
137,967
|
|
|
$
|
(25,038
|
)
|
|
$
|
354,264
|
|
|
$
|
262,831
|
|
|
$
|
83,085
|
|
Net cash provided by (used in) investing activities
|
|
$
|
270,582
|
|
|
$
|
(363,126
|
)
|
|
$
|
(445,327
|
)
|
|
$
|
(1,366,221
|
)
|
|
$
|
(1,455,373
|
)
|
Net cash (used in) provided by financing activities
|
|
$
|
(394,281
|
)
|
|
$
|
371,454
|
|
|
$
|
80,705
|
|
|
$
|
1,134,693
|
|
|
$
|
1,369,016
|
|
Cash distributions paid per common unit
|
|
$
|
1.56
|
|
|
$
|
1.56
|
|
|
$
|
2.54
|
|
|
$
|
2.37
|
|
|
$
|
2.01
|
|
Balance Sheet Data - Period End
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
|
$
|
5,560,155
|
|
|
$
|
6,655,792
|
|
|
$
|
4,134,910
|
|
Total long-term obligations, exclusive of debt issuance costs and current maturities
|
|
$
|
2,853,254
|
|
|
$
|
3,143,030
|
|
|
$
|
3,155,062
|
|
|
$
|
2,838,052
|
|
|
$
|
1,621,783
|
|
Total equity
|
|
$
|
2,086,095
|
|
|
$
|
2,166,802
|
|
|
$
|
1,694,065
|
|
|
$
|
2,693,432
|
|
|
$
|
1,531,853
|
|
•
|
Crude Oil Logistics
|
•
|
Water Solutions
|
•
|
Liquids
|
•
|
Retail Propane (see “Dispositions” below)
|
•
|
Refined Products and Renewables
|
|
|
Crude Oil Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2018
|
|
$
|
42.53
|
|
|
$
|
66.14
|
|
|
$
|
64.94
|
|
2017
|
|
$
|
35.70
|
|
|
$
|
54.45
|
|
|
$
|
50.60
|
|
2016
|
|
$
|
26.21
|
|
|
$
|
61.43
|
|
|
$
|
38.34
|
|
|
|
Conway, Kansas
|
|
Mt. Belvieu, Texas
|
||||||||||||||||||||
|
|
Propane Spot Price Per Gallon
|
|
Propane Spot Price Per Gallon
|
||||||||||||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
|
Low
|
|
High
|
|
At Period End
|
||||||||||||
2018
|
|
$
|
0.53
|
|
|
$
|
0.98
|
|
|
$
|
0.66
|
|
|
$
|
0.57
|
|
|
$
|
1.02
|
|
|
$
|
0.80
|
|
2017
|
|
$
|
0.35
|
|
|
$
|
0.89
|
|
|
$
|
0.56
|
|
|
$
|
0.42
|
|
|
$
|
0.93
|
|
|
$
|
0.61
|
|
2016
|
|
$
|
0.27
|
|
|
$
|
0.51
|
|
|
$
|
0.39
|
|
|
$
|
0.30
|
|
|
$
|
0.57
|
|
|
$
|
0.44
|
|
|
|
Butane Spot Price Per Gallon
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2018
|
|
$
|
0.64
|
|
|
$
|
1.12
|
|
|
$
|
0.78
|
|
2017
|
|
$
|
0.52
|
|
|
$
|
1.42
|
|
|
$
|
0.75
|
|
2016
|
|
$
|
0.42
|
|
|
$
|
0.68
|
|
|
$
|
0.53
|
|
|
|
Gasoline Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2018
|
|
$
|
59.24
|
|
|
$
|
89.88
|
|
|
$
|
84.75
|
|
2017
|
|
$
|
53.44
|
|
|
$
|
71.40
|
|
|
$
|
71.40
|
|
2016
|
|
$
|
37.75
|
|
|
$
|
90.15
|
|
|
$
|
59.91
|
|
|
|
Diesel Spot Price Per Barrel
|
||||||||||
Year Ended March 31,
|
|
Low
|
|
High
|
|
At Period End
|
||||||
2018
|
|
$
|
57.32
|
|
|
$
|
89.71
|
|
|
$
|
85.19
|
|
2017
|
|
$
|
45.13
|
|
|
$
|
71.58
|
|
|
$
|
66.09
|
|
2016
|
|
$
|
36.36
|
|
|
$
|
84.68
|
|
|
$
|
49.76
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Total revenues
|
|
$
|
16,907,296
|
|
|
$
|
12,707,203
|
|
|
$
|
11,468,646
|
|
Total cost of sales
|
|
16,412,641
|
|
|
12,228,404
|
|
|
10,761,793
|
|
|||
Operating expenses
|
|
201,068
|
|
|
189,003
|
|
|
296,831
|
|
|||
General and administrative expense
|
|
98,129
|
|
|
105,805
|
|
|
127,559
|
|
|||
Depreciation and amortization
|
|
209,020
|
|
|
180,239
|
|
|
192,932
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(17,104
|
)
|
|
(208,890
|
)
|
|
320,903
|
|
|||
Revaluation of liabilities
|
|
20,716
|
|
|
6,717
|
|
|
(82,673
|
)
|
|||
Operating (loss) income
|
|
(17,174
|
)
|
|
205,925
|
|
|
(148,699
|
)
|
|||
Equity in earnings of unconsolidated entities
|
|
7,539
|
|
|
3,830
|
|
|
16,649
|
|
|||
Revaluation of investments
|
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|||
Interest expense
|
|
(199,148
|
)
|
|
(149,994
|
)
|
|
(132,749
|
)
|
|||
(Loss) gain on early extinguishment of liabilities, net
|
|
(23,201
|
)
|
|
24,727
|
|
|
28,532
|
|
|||
Other income, net
|
|
6,953
|
|
|
26,612
|
|
|
4,521
|
|
|||
(Loss) income from continuing operations before income taxes
|
|
(225,031
|
)
|
|
96,735
|
|
|
(231,746
|
)
|
|||
Income tax (expense) benefit
|
|
(1,354
|
)
|
|
(1,933
|
)
|
|
428
|
|
|||
(Loss) income from continuing operations
|
|
(226,385
|
)
|
|
94,802
|
|
|
(231,318
|
)
|
|||
Income from discontinued operations, net of tax
|
|
156,780
|
|
|
49,072
|
|
|
44,221
|
|
|||
Net (loss) income
|
|
(69,605
|
)
|
|
143,874
|
|
|
(187,097
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|||
Less: Net income attributable to redeemable noncontrolling interests
|
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to NGL Energy Partners LP
|
|
$
|
(70,875
|
)
|
|
$
|
137,042
|
|
|
$
|
(198,929
|
)
|
•
|
three water solutions facilities;
|
•
|
the remaining 25% ownership interest in three water solutions facilities;
|
•
|
an additional 24.5% interest in NGL Water Pipelines, LLC;
|
•
|
the remaining 65% ownership interest in Grassland Water Solutions, LLC (“Grassland”), in which we subsequently sold 100% of our interest;
|
•
|
four retail propane businesses; and
|
•
|
certain natural gas liquids facilities.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
2,151,203
|
|
|
$
|
1,603,667
|
|
|
$
|
547,536
|
|
Crude oil transportation and other
|
|
122,786
|
|
|
70,027
|
|
|
52,759
|
|
|||
Total revenues (1)
|
|
2,273,989
|
|
|
1,673,694
|
|
|
600,295
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
2,120,640
|
|
|
1,573,246
|
|
|
547,394
|
|
|||
Cost of sales-derivative loss
|
|
7,021
|
|
|
5,579
|
|
|
1,442
|
|
|||
Operating expenses
|
|
47,846
|
|
|
41,535
|
|
|
6,311
|
|
|||
General and administrative expenses
|
|
6,584
|
|
|
5,961
|
|
|
623
|
|
|||
Depreciation and amortization expense
|
|
80,387
|
|
|
54,144
|
|
|
26,243
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(111,393
|
)
|
|
10,704
|
|
|
(122,097
|
)
|
|||
Total expenses
|
|
2,151,085
|
|
|
1,691,169
|
|
|
459,916
|
|
|||
Segment operating income (loss)
|
|
$
|
122,904
|
|
|
$
|
(17,475
|
)
|
|
$
|
140,379
|
|
|
|
|
|
|
|
|
||||||
Crude oil sold (barrels)
|
|
39,626
|
|
|
34,212
|
|
|
5,414
|
|
|||
Crude oil transported on owned pipelines (barrels)
|
|
33,454
|
|
|
6,365
|
|
|
27,089
|
|
|||
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
6,159
|
|
|
7,024
|
|
|
(865
|
)
|
|||
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
2,641
|
|
|
3,717
|
|
|
(1,076
|
)
|
|||
Crude oil inventory (barrels) (2)
|
|
1,219
|
|
|
2,844
|
|
|
(1,625
|
)
|
|||
Crude oil sold ($/barrel)
|
|
$
|
54.288
|
|
|
$
|
46.874
|
|
|
$
|
7.414
|
|
Cost per crude oil sold ($/barrel)
|
|
$
|
53.694
|
|
|
$
|
46.148
|
|
|
$
|
7.546
|
|
Crude oil product margin ($/barrel)
|
|
$
|
0.594
|
|
|
$
|
0.726
|
|
|
$
|
(0.132
|
)
|
|
(1)
|
Revenues include
$13.9 million
and
$6.8 million
of intersegment sales during the
years
ended
March 31, 2018
and
2017
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2018
and
March 31, 2017
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service fees
|
|
$
|
149,114
|
|
|
$
|
110,049
|
|
|
$
|
39,065
|
|
Recovered hydrocarbons
|
|
58,948
|
|
|
31,103
|
|
|
27,845
|
|
|||
Other revenues
|
|
21,077
|
|
|
18,449
|
|
|
2,628
|
|
|||
Total revenues
|
|
229,139
|
|
|
159,601
|
|
|
69,538
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Cost of sales-excluding impact of derivatives
|
|
2,150
|
|
|
2,071
|
|
|
79
|
|
|||
Cost of sales-derivative loss
|
|
17,195
|
|
|
1,997
|
|
|
15,198
|
|
|||
Operating expenses
|
|
105,200
|
|
|
85,562
|
|
|
19,638
|
|
|||
General and administrative expenses
|
|
2,623
|
|
|
2,469
|
|
|
154
|
|
|||
Depreciation and amortization expense
|
|
98,623
|
|
|
101,758
|
|
|
(3,135
|
)
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
6,863
|
|
|
(85,560
|
)
|
|
92,423
|
|
|||
Revaluation of liabilities
|
|
20,716
|
|
|
6,717
|
|
|
13,999
|
|
|||
Total expenses
|
|
253,370
|
|
|
115,014
|
|
|
138,356
|
|
|||
Segment operating (loss) income
|
|
$
|
(24,231
|
)
|
|
$
|
44,587
|
|
|
$
|
(68,818
|
)
|
|
|
|
|
|
|
|
||||||
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
Eagle Ford Basin
|
|
235,713
|
|
|
208,649
|
|
|
27,064
|
|
|||
Permian Basin
|
|
289,360
|
|
|
184,702
|
|
|
104,658
|
|
|||
DJ Basin
|
|
113,771
|
|
|
68,253
|
|
|
45,518
|
|
|||
Other Basins
|
|
68,466
|
|
|
40,185
|
|
|
28,281
|
|
|||
Total
|
|
707,310
|
|
|
501,789
|
|
|
205,521
|
|
|||
Solids processed (barrels per day)
|
|
5,662
|
|
|
3,056
|
|
|
2,606
|
|
|||
Skim oil sold (barrels per day)
|
|
3,210
|
|
|
1,989
|
|
|
1,221
|
|
|||
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.58
|
|
|
$
|
0.60
|
|
|
$
|
(0.02
|
)
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
|
$
|
0.06
|
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.41
|
|
|
$
|
0.47
|
|
|
$
|
(0.06
|
)
|
•
|
an adjustment of
$124.7 million
to the previously recorded
$380.2 million
estimated goodwill impairment charge recorded during the three months ended March 31, 2016 (see
Note 6
to our consolidated financial statements included in this Current Report);
|
•
|
a write-off of
$5.2 million
related to the value of an indefinite-lived trade name intangible asset in conjunction with finalizing our goodwill impairment analysis (see
Note 7
to our consolidated financial statements included in this Current Report);
|
•
|
a loss of
$22.7 million
related to the termination of the development agreement,
which included the carrying value of the development agreement asset that was written off (see
Note 15
to our consolidated financial statements included in this Current Report);
|
•
|
an impairment charge of
$1.7 million
to write down a loan receivable in June 2016 (see
Note 13
to our consolidated financial statements included in this Current Report); and
|
•
|
a loss of
$9.5 million
on the sales of certain assets, including the sale of Grassland (see
Note 13
to our consolidated financial statements included in this Current Report for a discussion of the sale of Grassland).
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
1,203,486
|
|
|
$
|
807,172
|
|
|
$
|
396,314
|
|
Cost of sales-excluding impact of derivatives
|
|
1,165,414
|
|
|
772,871
|
|
|
392,543
|
|
|||
Cost of sales-derivative gain
|
|
(5,577
|
)
|
|
(2,633
|
)
|
|
(2,944
|
)
|
|||
Product margin
|
|
43,649
|
|
|
36,934
|
|
|
6,715
|
|
|||
|
|
|
|
|
|
|
||||||
Butane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
562,066
|
|
|
391,265
|
|
|
170,801
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
535,017
|
|
|
354,132
|
|
|
180,885
|
|
|||
Cost of sales-derivative loss
|
|
19,616
|
|
|
7,863
|
|
|
11,753
|
|
|||
Product margin
|
|
7,433
|
|
|
29,270
|
|
|
(21,837
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
432,570
|
|
|
308,031
|
|
|
124,539
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
414,980
|
|
|
290,495
|
|
|
124,485
|
|
|||
Cost of sales-derivative gain
|
|
(173
|
)
|
|
(1,477
|
)
|
|
1,304
|
|
|||
Product margin
|
|
17,763
|
|
|
19,013
|
|
|
(1,250
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
22,548
|
|
|
32,648
|
|
|
(10,100
|
)
|
|||
Cost of sales
|
|
3,930
|
|
|
12,893
|
|
|
(8,963
|
)
|
|||
Product margin
|
|
18,618
|
|
|
19,755
|
|
|
(1,137
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|||||||
Operating expenses
|
|
32,792
|
|
|
37,634
|
|
|
(4,842
|
)
|
|||
General and administrative expenses
|
|
5,331
|
|
|
4,831
|
|
|
500
|
|
|||
Depreciation and amortization expense
|
|
24,937
|
|
|
19,163
|
|
|
5,774
|
|
|||
Loss on disposal or impairment of assets, net
|
|
117,516
|
|
|
92
|
|
|
117,424
|
|
|||
Total expenses
|
|
180,576
|
|
|
61,720
|
|
|
118,856
|
|
|||
Segment operating (loss) income
|
|
$
|
(93,113
|
)
|
|
$
|
43,252
|
|
|
$
|
(136,365
|
)
|
|
|
|
|
|
|
|
||||||
Liquids storage capacity - owned and leased (gallons) (2)
|
|
438,968
|
|
|
358,537
|
|
|
80,431
|
|
|||
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
1,361,173
|
|
|
1,267,076
|
|
|
94,097
|
|
|||
Propane sold ($/gallon)
|
|
$
|
0.884
|
|
|
$
|
0.637
|
|
|
$
|
0.247
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.852
|
|
|
$
|
0.608
|
|
|
$
|
0.244
|
|
Propane product margin ($/gallon)
|
|
$
|
0.032
|
|
|
$
|
0.029
|
|
|
$
|
0.003
|
|
Propane inventory (gallons) (2)
|
|
48,928
|
|
|
48,351
|
|
|
577
|
|
|||
Propane storage capacity leased to third parties (gallons) (2)
|
|
29,662
|
|
|
33,495
|
|
|
(3,833
|
)
|
|||
|
|
|
|
|
|
|
||||||
Butane sold (gallons)
|
|
544,750
|
|
|
456,586
|
|
|
88,164
|
|
|||
Butane sold ($/gallon)
|
|
$
|
1.032
|
|
|
$
|
0.857
|
|
|
$
|
0.175
|
|
Cost per butane sold ($/gallon)
|
|
$
|
1.018
|
|
|
$
|
0.793
|
|
|
$
|
0.225
|
|
Butane product margin ($/gallon)
|
|
$
|
0.014
|
|
|
$
|
0.064
|
|
|
$
|
(0.050
|
)
|
Butane inventory (gallons) (2)
|
|
15,385
|
|
|
9,438
|
|
|
5,947
|
|
|||
Butane storage capacity leased to third parties (gallons) (2)
|
|
51,660
|
|
|
80,346
|
|
|
(28,686
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other products sold (gallons)
|
|
400,405
|
|
|
343,365
|
|
|
57,040
|
|
|||
Other products sold ($/gallon)
|
|
$
|
1.080
|
|
|
$
|
0.897
|
|
|
$
|
0.183
|
|
Cost per other products sold ($/gallon)
|
|
$
|
1.036
|
|
|
$
|
0.842
|
|
|
$
|
0.194
|
|
Other products product margin ($/gallon)
|
|
$
|
0.044
|
|
|
$
|
0.055
|
|
|
$
|
(0.011
|
)
|
Other products inventory (gallons) (2)
|
|
5,822
|
|
|
6,426
|
|
|
(604
|
)
|
|
(1)
|
Revenues include
$4.7 million
and
$1.9 million
of intersegment sales during the
years
ended
March 31, 2018
and
2017
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2018
and
March 31, 2017
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Refined products sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
11,827,222
|
|
|
$
|
8,884,976
|
|
|
$
|
2,942,246
|
|
Cost of sales-excluding impact of derivatives
|
|
11,709,786
|
|
|
8,732,312
|
|
|
2,977,474
|
|
|||
Cost of sales-derivative loss
|
|
77,055
|
|
|
43,358
|
|
|
33,697
|
|
|||
Product margin
|
|
40,381
|
|
|
109,306
|
|
|
(68,925
|
)
|
|||
|
|
|
|
|
|
|
||||||
Renewables sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
373,669
|
|
|
447,232
|
|
|
(73,563
|
)
|
|||
Cost of sales-excluding impact of derivatives
|
|
362,457
|
|
|
443,229
|
|
|
(80,772
|
)
|
|||
Cost of sales-derivative loss
|
|
1,467
|
|
|
1,291
|
|
|
176
|
|
|||
Product margin
|
|
9,745
|
|
|
2,712
|
|
|
7,033
|
|
|||
|
|
|
|
|
|
|
||||||
Service fee revenues
|
|
300
|
|
|
10,963
|
|
|
(10,663
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|||||
Operating expenses
|
|
14,057
|
|
|
23,177
|
|
|
(9,120
|
)
|
|||
General and administrative expenses
|
|
8,433
|
|
|
9,821
|
|
|
(1,388
|
)
|
|||
Depreciation and amortization expense
|
|
1,294
|
|
|
1,562
|
|
|
(268
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(30,098
|
)
|
|
(134,125
|
)
|
|
104,027
|
|
|||
Total income, net
|
|
(6,314
|
)
|
|
(99,565
|
)
|
|
93,251
|
|
|||
Segment operating income
|
|
$
|
56,740
|
|
|
$
|
222,546
|
|
|
$
|
(165,806
|
)
|
|
|
|
|
|
|
|
||||||
Gasoline sold (barrels)
|
|
108,427
|
|
|
91,004
|
|
|
17,423
|
|
|||
Diesel sold (barrels)
|
|
56,020
|
|
|
49,817
|
|
|
6,203
|
|
|||
Ethanol sold (barrels)
|
|
3,438
|
|
|
4,605
|
|
|
(1,167
|
)
|
|||
Biodiesel sold (barrels)
|
|
2,079
|
|
|
2,413
|
|
|
(334
|
)
|
|||
Refined products and renewables storage capacity - leased (barrels) (2)
|
|
9,911
|
|
|
9,419
|
|
|
492
|
|
|||
Refined products and renewables storage capacity sub-leased to third parties (barrels) (2)
|
|
1,068
|
|
|
1,043
|
|
|
25
|
|
|||
Gasoline inventory (barrels) (2)
|
|
3,367
|
|
|
2,993
|
|
|
374
|
|
|||
Diesel inventory (barrels) (2)
|
|
1,419
|
|
|
1,464
|
|
|
(45
|
)
|
|||
Ethanol inventory (barrels) (2)
|
|
701
|
|
|
727
|
|
|
(26
|
)
|
|||
Biodiesel inventory (barrels) (2)
|
|
261
|
|
|
471
|
|
|
(210
|
)
|
|||
Refined products sold ($/barrel)
|
|
$
|
71.921
|
|
|
$
|
63.094
|
|
|
$
|
8.827
|
|
Cost per refined products sold ($/barrel)
|
|
$
|
71.676
|
|
|
$
|
62.318
|
|
|
$
|
9.358
|
|
Refined products product margin ($/barrel)
|
|
$
|
0.245
|
|
|
$
|
0.776
|
|
|
$
|
(0.531
|
)
|
Renewable products sold ($/barrel)
|
|
$
|
67.730
|
|
|
$
|
63.726
|
|
|
$
|
4.004
|
|
Cost per renewable products sold ($/barrel)
|
|
$
|
65.964
|
|
|
$
|
63.340
|
|
|
$
|
2.624
|
|
Renewable products product margin ($/barrel)
|
|
$
|
1.766
|
|
|
$
|
0.386
|
|
|
$
|
1.380
|
|
|
(1)
|
Revenues include
$0.3 million
and
$0.5 million
of intersegment sales during the
years
ended
March 31, 2018
and
2017
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2018
and
March 31, 2017
, respectively.
|
•
|
a
$104.1 million
gain from the sale of all of the TLP units we owned (see
Note 2
to our consolidated financial statements included in this Current Report for a further discussion);
|
•
|
$30.1 million
of the deferred gain from the sale of the general partner in interest in TLP in February 2016 (see
Note 2
to our consolidated financial statements included in this Current Report for a further discussion); and
|
•
|
a loss of
$0.1 million
on the sales of certain assets.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Other revenues:
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
1,174
|
|
|
$
|
844
|
|
|
$
|
330
|
|
Cost of sales
|
|
530
|
|
|
400
|
|
|
130
|
|
|||
Margin
|
|
644
|
|
|
444
|
|
|
200
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|||||
Operating expenses
|
|
1,173
|
|
|
1,095
|
|
|
78
|
|
|||
General and administrative expenses
|
|
75,158
|
|
|
82,723
|
|
|
(7,565
|
)
|
|||
Depreciation and amortization expense
|
|
3,779
|
|
|
3,612
|
|
|
167
|
|
|||
Loss (gain) on disposal or impairment of assets, net
|
|
8
|
|
|
(1
|
)
|
|
9
|
|
|||
Total expenses
|
|
80,118
|
|
|
87,429
|
|
|
(7,311
|
)
|
|||
Operating loss
|
|
$
|
(79,474
|
)
|
|
$
|
(86,985
|
)
|
|
$
|
7,511
|
|
|
Year Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Early extinguishment of long-term debt (1)
|
$
|
(23,201
|
)
|
|
$
|
6,922
|
|
Release of contingent consideration liabilities (2)
|
—
|
|
|
22,278
|
|
||
Write-off deferred debt issuance costs (3)
|
—
|
|
|
(4,473
|
)
|
||
(Loss) gain on early extinguishment of liabilities, net
|
$
|
(23,201
|
)
|
|
$
|
24,727
|
|
|
(1)
|
During the year ended March 31, 2018, this relates to net losses (inclusive of debt issuance costs written off) on the early extinguishment of all of the senior secured notes and a portion of the 2019 Notes, 2023 Notes and 2025 Notes. During the year ended March 31, 2017, this relates
to net gains (inclusive of debt issuance costs written off) on the early extinguishment of a portion of the 2019 Notes and
2021 Notes (as defined herein)
and certain equipment loans
. See
Note 8
to our consolidated financial statements included in this Current Report for a further discussion
.
|
(2)
|
Relates to the release of certain contingent consideration liabilities in conjunction with the termination of the development agreement in June 2016 (see
Note 15
to our consolidated financial statements included in this Current Report for a further discussion).
Also, during the year ended March 31, 2017, we acquired certain parcels of land on which one of our water solutions facilities is located and recorded a gain on the release of certain contingent consideration liabilities as the royalty agreement was terminated.
|
(3)
|
Relates to the write off of certain deferred debt issuance costs in connection with the amendment and restatement of our Credit Agreement (as defined herein) (see
Note 7
to our consolidated financial statements included in this Current Report for a further discussion).
|
|
Year Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Interest income (1)
|
$
|
6,297
|
|
|
$
|
7,553
|
|
Crude oil marketing arrangement (2)
|
(76
|
)
|
|
(1,500
|
)
|
||
Termination of storage sublease agreement (3)
|
—
|
|
|
16,205
|
|
||
Other (4)
|
732
|
|
|
4,354
|
|
||
Other income, net
|
$
|
6,953
|
|
|
$
|
26,612
|
|
|
(1)
|
During the year ended March 31, 2018, this relates primarily to
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party
and to a loan receivable from Victory Propane (see
Note 13
to our consolidated financial statements included in this Current Report for a further discussion). During the year ended March 31, 2017, this relates primarily to
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party
and to loan receivables from Victory Propane and Grassland (see
Note 13
to our consolidated financial statements included in this Current Report for a further discussion).
On June 3, 2016, we acquired the remaining
65%
ownership interest in Grassland and all interest income on the receivable from Grassland has been eliminated in consolidation subsequent to that date.
|
(2)
|
Represents another party’s share of the profits and losses generated from a joint crude oil marketing arrangement.
|
(3)
|
Represents a gain from the termination of a storage sublease agreement (see
Note 15
to our consolidated financial statements included in this Current Report for a further discussion).
|
(4)
|
During the year ended March 31, 2018, this relates primarily to proceeds from a litigation settlement.
During the year ended March 31, 2017, this relates primarily to a distribution from TLP pursuant to the agreement to sell all of the TLP common units we owned in April 2016, a gain on insurance settlement related to business interruption insurance coverage on a facility in our Water Solutions segment and a payment received related to a contract termination.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
1,603,667
|
|
|
$
|
3,170,891
|
|
|
$
|
(1,567,224
|
)
|
Crude oil transportation and other
|
|
70,027
|
|
|
55,882
|
|
|
14,145
|
|
|||
Total revenues (1)
|
|
1,673,694
|
|
|
3,226,773
|
|
|
(1,553,079
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
1,573,246
|
|
|
3,133,097
|
|
|
(1,559,851
|
)
|
|||
Cost of sales-derivative loss (gain)
|
|
5,579
|
|
|
(11,686
|
)
|
|
17,265
|
|
|||
Operating expenses
|
|
41,535
|
|
|
43,458
|
|
|
(1,923
|
)
|
|||
General and administrative expenses
|
|
5,961
|
|
|
8,334
|
|
|
(2,373
|
)
|
|||
Depreciation and amortization expense
|
|
54,144
|
|
|
39,363
|
|
|
14,781
|
|
|||
Loss on disposal or impairment of assets, net
|
|
10,704
|
|
|
54,952
|
|
|
(44,248
|
)
|
|||
Total expenses
|
|
1,691,169
|
|
|
3,267,518
|
|
|
(1,576,349
|
)
|
|||
Segment operating loss
|
|
$
|
(17,475
|
)
|
|
$
|
(40,745
|
)
|
|
$
|
23,270
|
|
|
|
|
|
|
|
|
||||||
Crude oil sold (barrels)
|
|
34,212
|
|
|
67,211
|
|
|
(32,999
|
)
|
|||
Crude oil transported on owned pipelines (barrels)
|
|
6,365
|
|
|
—
|
|
|
6,365
|
|
|||
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
7,024
|
|
|
6,115
|
|
|
909
|
|
|||
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
3,717
|
|
|
3,127
|
|
|
590
|
|
|||
Crude oil inventory (barrels) (2)
|
|
2,844
|
|
|
2,123
|
|
|
721
|
|
|||
Crude oil sold ($/barrel)
|
|
$
|
46.874
|
|
|
$
|
47.178
|
|
|
$
|
(0.304
|
)
|
Cost per crude oil sold ($/barrel)
|
|
$
|
46.148
|
|
|
$
|
46.442
|
|
|
$
|
(0.294
|
)
|
Crude oil product margin ($/barrel)
|
|
$
|
0.726
|
|
|
$
|
0.736
|
|
|
$
|
(0.010
|
)
|
|
(1)
|
Revenues include
$6.8 million
and
$9.7 million
of intersegment sales during the
years
ended
March 31, 2017
and
2016
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2017
and
March 31, 2016
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Service fees
|
|
$
|
110,049
|
|
|
$
|
136,710
|
|
|
$
|
(26,661
|
)
|
Recovered hydrocarbons
|
|
31,103
|
|
|
41,090
|
|
|
(9,987
|
)
|
|||
Other revenues
|
|
18,449
|
|
|
7,201
|
|
|
11,248
|
|
|||
Total revenues
|
|
159,601
|
|
|
185,001
|
|
|
(25,400
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
2,071
|
|
|
(241
|
)
|
|
2,312
|
|
|||
Cost of sales-derivative loss (gain)
|
|
1,997
|
|
|
(7,095
|
)
|
|
9,092
|
|
|||
Operating expenses
|
|
85,562
|
|
|
112,538
|
|
|
(26,976
|
)
|
|||
General and administrative expenses
|
|
2,469
|
|
|
2,778
|
|
|
(309
|
)
|
|||
Depreciation and amortization expense
|
|
101,758
|
|
|
91,685
|
|
|
10,073
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(85,560
|
)
|
|
381,682
|
|
|
(467,242
|
)
|
|||
Revaluation of liabilities
|
|
6,717
|
|
|
(82,673
|
)
|
|
89,390
|
|
|||
Total expenses
|
|
115,014
|
|
|
498,674
|
|
|
(383,660
|
)
|
|||
Segment operating income (loss)
|
|
$
|
44,587
|
|
|
$
|
(313,673
|
)
|
|
$
|
358,260
|
|
|
|
|
|
|
|
|
||||||
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
Eagle Ford Basin
|
|
208,649
|
|
|
236,792
|
|
|
(28,143
|
)
|
|||
Permian Basin
|
|
184,702
|
|
|
179,413
|
|
|
5,289
|
|
|||
DJ Basin
|
|
68,253
|
|
|
107,353
|
|
|
(39,100
|
)
|
|||
Other Basins
|
|
40,185
|
|
|
45,949
|
|
|
(5,764
|
)
|
|||
Total
|
|
501,789
|
|
|
569,507
|
|
|
(67,718
|
)
|
|||
Solids processed (barrels per day)
|
|
3,056
|
|
|
3,149
|
|
|
(93
|
)
|
|||
Skim oil sold (barrels per day)
|
|
1,989
|
|
|
2,935
|
|
|
(946
|
)
|
|||
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.60
|
|
|
$
|
0.66
|
|
|
$
|
(0.06
|
)
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.17
|
|
|
$
|
0.20
|
|
|
$
|
(0.03
|
)
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.47
|
|
|
$
|
0.54
|
|
|
$
|
(0.07
|
)
|
•
|
an adjustment of
$124.7 million
to the previously recorded
$380.2 million
estimated goodwill impairment charge recorded during the three months ended March 31, 2016 (see
Note 6
to our consolidated financial statements included in this Current Report);
|
•
|
a write-off of
$5.2 million
related to the value of an indefinite-lived trade name intangible asset in conjunction with finalizing our goodwill impairment analysis (see
Note 7
to our consolidated financial statements included in this Current Report);
|
•
|
a loss of
$22.7 million
related to the termination of the development agreement,
which included the carrying value of the development agreement asset that was written off (see
Note 15
to our consolidated financial statements included in this Current Report);
|
•
|
an impairment charge of
$1.7 million
to write down a loan receivable in June 2016 (see
Note 13
to our consolidated financial statements included in this Current Report); and
|
•
|
a loss of
$9.5 million
on the sales of certain assets, including the sale of Grassland (see
Note 13
to our consolidated financial statements included in this Current Report for a discussion of the sale of Grassland).
|
•
|
an estimated goodwill impairment charge of
$380.2 million
as the decline in crude oil prices and crude oil production have had an unfavorable impact on our Water Solutions business (see
Note 6
to our consolidated financial statements included in this Current Report); and
|
•
|
a loss of
$1.5 million
on the sales of certain other assets.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per gallon amounts)
|
||||||||||
Propane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
807,172
|
|
|
$
|
618,919
|
|
|
$
|
188,253
|
|
Cost of sales-excluding impact of derivatives
|
|
772,871
|
|
|
570,495
|
|
|
202,376
|
|
|||
Cost of sales - derivative (gain) loss
|
|
(2,633
|
)
|
|
1,239
|
|
|
(3,872
|
)
|
|||
Product margin
|
|
36,934
|
|
|
47,185
|
|
|
(10,251
|
)
|
|||
|
|
|
|
|
|
|
||||||
Butane sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
391,265
|
|
|
317,994
|
|
|
73,271
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
354,132
|
|
|
269,310
|
|
|
84,822
|
|
|||
Cost of sales-derivative loss (gain)
|
|
7,863
|
|
|
(4,092
|
)
|
|
11,955
|
|
|||
Product margin
|
|
29,270
|
|
|
52,776
|
|
|
(23,506
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other product sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
308,031
|
|
|
302,181
|
|
|
5,850
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
290,495
|
|
|
266,492
|
|
|
24,003
|
|
|||
Cost of sales-derivative (gain) loss
|
|
(1,477
|
)
|
|
426
|
|
|
(1,903
|
)
|
|||
Product margin
|
|
19,013
|
|
|
35,263
|
|
|
(16,250
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
32,648
|
|
|
35,943
|
|
|
(3,295
|
)
|
|||
Cost of sales
|
|
12,893
|
|
|
13,806
|
|
|
(913
|
)
|
|||
Product margin
|
|
19,755
|
|
|
22,137
|
|
|
(2,382
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
37,634
|
|
|
45,140
|
|
|
(7,506
|
)
|
|||
General and administrative expenses
|
|
4,831
|
|
|
8,806
|
|
|
(3,975
|
)
|
|||
Depreciation and amortization expense
|
|
19,163
|
|
|
15,642
|
|
|
3,521
|
|
|||
Loss on disposal or impairment of assets, net
|
|
92
|
|
|
11,600
|
|
|
(11,508
|
)
|
|||
Total expenses
|
|
61,720
|
|
|
81,188
|
|
|
(19,468
|
)
|
|||
Segment operating income
|
|
$
|
43,252
|
|
|
$
|
76,173
|
|
|
$
|
(32,921
|
)
|
|
|
|
|
|
|
|
||||||
Liquids storage capacity - owned and leased (gallons) (2)
|
|
358,537
|
|
|
292,110
|
|
|
66,427
|
|
|||
|
|
|
|
|
|
|
||||||
Propane sold (gallons)
|
|
1,267,076
|
|
|
1,244,529
|
|
|
22,547
|
|
|||
Propane sold ($/gallon)
|
|
$
|
0.637
|
|
|
$
|
0.497
|
|
|
$
|
0.140
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.608
|
|
|
$
|
0.459
|
|
|
$
|
0.149
|
|
Propane product margin ($/gallon)
|
|
$
|
0.029
|
|
|
$
|
0.038
|
|
|
$
|
(0.009
|
)
|
Propane inventory (gallons) (2)
|
|
48,351
|
|
|
56,584
|
|
|
(8,233
|
)
|
|||
Propane storage capacity leased to third parties (gallons) (2)
|
|
33,495
|
|
|
33,264
|
|
|
231
|
|
|||
|
|
|
|
|
|
|
||||||
Butane sold (gallons)
|
|
456,586
|
|
|
483,206
|
|
|
(26,620
|
)
|
|||
Butane sold ($/gallon)
|
|
$
|
0.857
|
|
|
$
|
0.658
|
|
|
$
|
0.199
|
|
Cost per butane sold ($/gallon)
|
|
$
|
0.793
|
|
|
$
|
0.549
|
|
|
$
|
0.244
|
|
Butane product margin ($/gallon)
|
|
$
|
0.064
|
|
|
$
|
0.109
|
|
|
$
|
(0.045
|
)
|
Butane inventory (gallons) (2)
|
|
9,438
|
|
|
14,629
|
|
|
(5,191
|
)
|
|||
Butane storage capacity leased to third parties (gallons) (2)
|
|
80,346
|
|
|
72,450
|
|
|
7,896
|
|
|||
|
|
|
|
|
|
|
||||||
Other products sold (gallons)
|
|
343,365
|
|
|
360,716
|
|
|
(17,351
|
)
|
|||
Other products sold ($/gallon)
|
|
$
|
0.897
|
|
|
$
|
0.838
|
|
|
$
|
0.059
|
|
Cost per other products sold ($/gallon)
|
|
$
|
0.842
|
|
|
$
|
0.740
|
|
|
$
|
0.102
|
|
Other products product margin ($/gallon)
|
|
$
|
0.055
|
|
|
$
|
0.098
|
|
|
$
|
(0.043
|
)
|
Other products inventory (gallons) (2)
|
|
6,426
|
|
|
6,297
|
|
|
129
|
|
|
(1)
|
Revenues include
$1.9 million
and
$1.0 million
of intersegment sales during the
years
ended
March 31, 2017
and
2016
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2017
and
March 31, 2016
, respectively.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands, except per barrel amounts)
|
||||||||||
Refined products sales:
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
8,884,976
|
|
|
$
|
6,294,008
|
|
|
$
|
2,590,968
|
|
Cost of sales-excluding impact of derivatives
|
|
8,732,312
|
|
|
6,240,026
|
|
|
2,492,286
|
|
|||
Cost of sales-derivative loss (gain)
|
|
43,358
|
|
|
(78,783
|
)
|
|
122,141
|
|
|||
Product margin
|
|
109,306
|
|
|
132,765
|
|
|
(23,459
|
)
|
|||
|
|
|
|
|
|
|
||||||
Renewables sales:
|
|
|
|
|
|
|
||||||
Revenues
|
|
447,232
|
|
|
390,753
|
|
|
56,479
|
|
|||
Cost of sales-excluding impact of derivatives
|
|
443,229
|
|
|
382,663
|
|
|
60,566
|
|
|||
Cost of sales-derivative loss (gain)
|
|
1,291
|
|
|
(2,451
|
)
|
|
3,742
|
|
|||
Product margin
|
|
2,712
|
|
|
10,541
|
|
|
(7,829
|
)
|
|||
|
|
|
|
|
|
|
||||||
Service fee revenues
|
|
10,963
|
|
|
108,221
|
|
|
(97,258
|
)
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
23,177
|
|
|
95,371
|
|
|
(72,194
|
)
|
|||
General and administrative expenses
|
|
9,821
|
|
|
15,675
|
|
|
(5,854
|
)
|
|||
Depreciation and amortization expense
|
|
1,562
|
|
|
40,861
|
|
|
(39,299
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(134,125
|
)
|
|
(127,331
|
)
|
|
(6,794
|
)
|
|||
Total (income) expense, net
|
|
(99,565
|
)
|
|
24,576
|
|
|
(124,141
|
)
|
|||
Segment operating income
|
|
$
|
222,546
|
|
|
$
|
226,951
|
|
|
$
|
(4,405
|
)
|
|
|
|
|
|
|
|
||||||
Gasoline sold (barrels)
|
|
91,004
|
|
|
58,650
|
|
|
32,354
|
|
|||
Diesel sold (barrels)
|
|
49,817
|
|
|
40,338
|
|
|
9,479
|
|
|||
Ethanol sold (barrels)
|
|
4,605
|
|
|
4,199
|
|
|
406
|
|
|||
Biodiesel sold (barrels)
|
|
2,413
|
|
|
1,595
|
|
|
818
|
|
|||
Refined products and renewables storage capacity - leased (barrels) (2)
|
|
9,419
|
|
|
7,188
|
|
|
2,231
|
|
|||
Refined products and renewables storage capacity sub-leased to third parties (barrels) (2)
|
|
1,043
|
|
|
713
|
|
|
330
|
|
|||
Gasoline inventory (barrels) (2)
|
|
2,993
|
|
|
1,602
|
|
|
1,391
|
|
|||
Diesel inventory (barrels) (2)
|
|
1,464
|
|
|
2,059
|
|
|
(595
|
)
|
|||
Ethanol inventory (barrels) (2)
|
|
727
|
|
|
766
|
|
|
(39
|
)
|
|||
Biodiesel inventory (barrels) (2)
|
|
471
|
|
|
350
|
|
|
121
|
|
|||
Refined products sold ($/barrel)
|
|
$
|
63.094
|
|
|
$
|
63.584
|
|
|
$
|
(0.490
|
)
|
Cost per refined products sold ($/barrel)
|
|
$
|
62.318
|
|
|
$
|
62.242
|
|
|
$
|
0.076
|
|
Refined products product margin ($/barrel)
|
|
$
|
0.776
|
|
|
$
|
1.342
|
|
|
$
|
(0.566
|
)
|
Renewable products sold ($/barrel)
|
|
$
|
63.726
|
|
|
$
|
67.441
|
|
|
$
|
(3.715
|
)
|
Cost per renewable products sold ($/barrel)
|
|
$
|
63.340
|
|
|
$
|
65.622
|
|
|
$
|
(2.282
|
)
|
Renewable products product margin ($/barrel)
|
|
$
|
0.386
|
|
|
$
|
1.819
|
|
|
$
|
(1.433
|
)
|
|
(1)
|
Revenues include
$0.5 million
and
$0.9 million
of intersegment sales during the
years
ended
March 31, 2017
and
2016
,
respectively, that are eliminated in our consolidated statements of operations.
|
(2)
|
Information is presented as of
March 31, 2017
and
March 31, 2016
, respectively.
|
•
|
a
$104.1 million
gain from the sale of all of the TLP units we owned (see
Note 2
to our consolidated financial statements included in this Current Report for a further discussion);
|
•
|
$30.1 million
of the deferred gain from the sale of the general partner in interest in TLP in February 2016 (see
Note 2
to our consolidated financial statements included in this Current Report for a further discussion); and
|
•
|
a loss of
$0.1 million
on the sales of certain assets.
|
•
|
a gain on disposal of our general partner interest in TLP of
$329.9 million
, of which
$204.6 million
was deferred and
$5.0 million
of the deferred gain was recorded during the
year
ended
March 31, 2016
(see
Note 2
to our consolidated financial statements included in this Current Report for a further discussion);
|
•
|
a loss of
$1.8 million
related to certain property, plant and equipment that we have retired; and
|
•
|
a loss of
$1.3 million
related to the sale of certain tank bottoms.
|
|
|
Year Ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
|
(in thousands)
|
||||||||||
Other revenues:
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
844
|
|
|
$
|
462
|
|
|
$
|
382
|
|
Cost of sales
|
|
400
|
|
|
182
|
|
|
218
|
|
|||
Margin
|
|
444
|
|
|
280
|
|
|
164
|
|
|||
|
|
|
|
|
|
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
||||
Operating expenses
|
|
1,095
|
|
|
338
|
|
|
757
|
|
|||
General and administrative expenses
|
|
82,723
|
|
|
91,966
|
|
|
(9,243
|
)
|
|||
Depreciation and amortization expense
|
|
3,612
|
|
|
5,381
|
|
|
(1,769
|
)
|
|||
Gain on disposal or impairment of assets, net
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Total expenses
|
|
87,429
|
|
|
97,685
|
|
|
(10,256
|
)
|
|||
Operating loss
|
|
$
|
(86,985
|
)
|
|
$
|
(97,405
|
)
|
|
$
|
10,420
|
|
|
Year Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Release of contingent consideration liabilities (1)
|
$
|
22,278
|
|
|
$
|
—
|
|
Early extinguishment of long-term debt (2)
|
6,922
|
|
|
28,532
|
|
||
Write-off deferred debt issuance costs (3)
|
(4,473
|
)
|
|
—
|
|
||
Gain on early extinguishment of liabilities, net
|
$
|
24,727
|
|
|
$
|
28,532
|
|
|
(1)
|
Relates to the release of certain contingent consideration liabilities in conjunction with the termination of the development agreement in June 2016 (see
Note 15
to our consolidated financial statements included in this Current Report for a further discussion).
Also, during the year ended March 31, 2017, we acquired certain parcels of land on which one of our water solutions facilities is located and recorded a gain on the release of certain contingent consideration liabilities as the royalty agreement was terminated.
|
(2)
|
Relates
to net gains (inclusive of debt issuance costs written off) on the early extinguishment of a portion of the 2019 Notes and
2021 Notes
and certain equipment loans
(see
Note 8
to our consolidated financial statements included in this Current Report for a further discussion
).
|
(3)
|
Relates to the write off of certain deferred debt issuance costs in connection with the amendment and restatement of our Credit Agreement (as defined herein) (see
Note 7
to our consolidated financial statements included in this Current Report for a further discussion).
|
|
Year Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Interest income (1)
|
$
|
7,553
|
|
|
$
|
10,949
|
|
Crude oil marketing arrangement (2)
|
(1,500
|
)
|
|
(6,726
|
)
|
||
Termination of storage sublease agreement (3)
|
16,205
|
|
|
—
|
|
||
Other (4)
|
4,354
|
|
|
298
|
|
||
Other income, net
|
$
|
26,612
|
|
|
$
|
4,521
|
|
|
(1)
|
Relates primarily to
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party
and to loan receivables from Victory Propane and Grassland (see
Note 13
to our consolidated financial statements included in this Current Report for a further discussion).
On June 3, 2016, we acquired the remaining
65%
ownership interest in Grassland and all interest income on the receivable from Grassland has been eliminated in consolidation subsequent to that date.
|
(2)
|
Represents another party’s share of the profits and losses generated from a joint crude oil marketing arrangement.
|
(3)
|
Represents a gain from the termination of a storage sublease agreement (see
Note 15
to our consolidated financial statements included in this Current Report for a further discussion).
|
(4)
|
During the year ended March 31, 2017, this relates primarily to a distribution from TLP pursuant to the agreement to sell all of the TLP common units we owned in April 2016, a gain on insurance settlement related to business interruption insurance coverage on a facility in our Water Solutions segment and a payment received related to a contract termination.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Net (loss) income
|
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
|
$
|
(187,097
|
)
|
Less: Net income attributable to noncontrolling interests
|
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|||
Less: Net income attributable to redeemable noncontrolling interests
|
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income attributable to NGL Energy Partners LP
|
|
(70,875
|
)
|
|
137,042
|
|
|
(198,929
|
)
|
|||
Interest expense
|
|
199,747
|
|
|
150,504
|
|
|
126,514
|
|
|||
Income tax expense (benefit)
|
|
1,458
|
|
|
1,939
|
|
|
(420
|
)
|
|||
Depreciation and amortization
|
|
266,525
|
|
|
238,583
|
|
|
217,893
|
|
|||
EBITDA
|
|
396,855
|
|
|
528,068
|
|
|
145,058
|
|
|||
Net unrealized losses (gains) on derivatives
|
|
15,883
|
|
|
(3,338
|
)
|
|
1,255
|
|
|||
Inventory valuation adjustment (1)
|
|
11,033
|
|
|
7,368
|
|
|
24,390
|
|
|||
Lower of cost or market adjustments
|
|
399
|
|
|
(1,283
|
)
|
|
(5,932
|
)
|
|||
(Gain) loss on disposal or impairment of assets, net
|
|
(105,313
|
)
|
|
(209,213
|
)
|
|
320,783
|
|
|||
Loss (gain) on early extinguishment of liabilities, net
|
|
23,201
|
|
|
(24,727
|
)
|
|
(28,532
|
)
|
|||
Revaluation of investments
|
|
—
|
|
|
14,365
|
|
|
—
|
|
|||
Equity-based compensation expense (2)
|
|
35,241
|
|
|
53,102
|
|
|
58,816
|
|
|||
Acquisition expense (3)
|
|
263
|
|
|
1,771
|
|
|
2,002
|
|
|||
Revaluation of liabilities (4)
|
|
20,607
|
|
|
12,761
|
|
|
(90,700
|
)
|
|||
Other (5)
|
|
10,081
|
|
|
2,443
|
|
|
(2,645
|
)
|
|||
Adjusted EBITDA
|
|
$
|
408,250
|
|
|
$
|
381,317
|
|
|
$
|
424,495
|
|
|
(1)
|
Amount
reflects the difference between the market value of the inventory of
our
Refined Products and Renewables segment at the balance sheet date and its cost.
See “Non-GAAP Financial Measures” section above for a further discussion.
|
(2)
|
Equity-based compensation expense in the table above may differ from equity-based compensation expense reported in
Note 10
to our consolidated financial statements included in this Current Report.
Amounts reported in the table above include expense accruals for bonuses expected to be paid in common units, whereas the amounts reported in
Note 10
to our consolidated financial statements only include expenses associated with equity-based awards that have been formally granted.
|
(3)
|
Amounts represent expenses we incurred related to legal and advisory costs associated with acquisitions, partially offset by reimbursement for certain legal costs incurred in prior periods.
|
(4)
|
Amounts represent the non-cash valuation adjustment of contingent consideration liabilities, offset by the cash payments, related to royalty agreements acquired as part of acquisitions in our Water Solutions segment.
|
(5)
|
The amount for the year ended
March 31, 2018
represents
non-cash operating expenses related to our Grand Mesa Pipeline, an adjustment to inventory related to prior periods and accretion expense for asset retirement obligations.
The amount for the year ended March 31, 2017 represents non-cash operating expenses related to our Grand Mesa Pipeline and accretion expense for asset retirement obligations. The amount for the year ended
March 31, 2016
represents adjustments for noncontrolling interests and accretion expense for asset retirement obligations.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Reconciliation to consolidated statements of operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization per EBITDA table
|
|
$
|
266,525
|
|
|
$
|
238,583
|
|
|
$
|
217,893
|
|
Intangible asset amortization recorded to cost of sales
|
|
(6,099
|
)
|
|
(6,828
|
)
|
|
(6,700
|
)
|
|||
Depreciation and amortization of unconsolidated entities
|
|
(8,706
|
)
|
|
(11,869
|
)
|
|
(14,716
|
)
|
|||
Depreciation and amortization attributable to noncontrolling interests
|
|
497
|
|
|
2,913
|
|
|
32,122
|
|
|||
Depreciation and amortization attributable to discontinued operations
|
|
(43,197
|
)
|
|
(42,560
|
)
|
|
(35,667
|
)
|
|||
Depreciation and amortization per consolidated statements of operations
|
|
$
|
209,020
|
|
|
$
|
180,239
|
|
|
$
|
192,932
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to consolidated statements of cash flows:
|
|
|
|
|
|
|
||||||
Depreciation and amortization per EBITDA table
|
|
$
|
266,525
|
|
|
$
|
238,583
|
|
|
$
|
217,893
|
|
Amortization of debt issuance costs recorded to interest expense
|
|
10,619
|
|
|
7,762
|
|
|
13,587
|
|
|||
Depreciation and amortization of unconsolidated entities
|
|
(8,706
|
)
|
|
(11,869
|
)
|
|
(14,716
|
)
|
|||
Depreciation and amortization attributable to noncontrolling interests
|
|
497
|
|
|
2,913
|
|
|
32,122
|
|
|||
Depreciation and amortization attributable to discontinued operations
|
|
(43,197
|
)
|
|
(42,560
|
)
|
|
(35,667
|
)
|
|||
Depreciation and amortization per consolidated statements of cash flows
|
|
$
|
225,738
|
|
|
$
|
194,829
|
|
|
$
|
213,219
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Interest expense per EBITDA table
|
|
$
|
199,747
|
|
|
$
|
150,504
|
|
|
$
|
126,514
|
|
Interest expense attributable to noncontrolling interests (1)
|
|
—
|
|
|
—
|
|
|
5,304
|
|
|||
Interest expense attributable to unconsolidated entities (2)
|
|
(149
|
)
|
|
—
|
|
|
567
|
|
|||
Interest expense attributable to discontinued operations
|
|
(450
|
)
|
|
(510
|
)
|
|
(329
|
)
|
|||
Gain on extinguishment of debt of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
693
|
|
|||
Interest expense per consolidated statements of operations
|
|
$
|
199,148
|
|
|
$
|
149,994
|
|
|
$
|
132,749
|
|
|
(1)
|
Includes ten months of consolidated TLP interest expense during the year ended March 31, 2016.
|
(2)
|
Includes two months of TLP interest expense as an equity method investment during the year ended March 31, 2016.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Income tax expense
|
|
$
|
104
|
|
|
$
|
6
|
|
|
$
|
61
|
|
Net unrealized losses (gains) on derivatives
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
(56
|
)
|
Gain on disposal or impairment of assets, net
|
|
$
|
(89,290
|
)
|
|
$
|
(295
|
)
|
|
$
|
(137
|
)
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||||||
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating income (loss)
|
|
$
|
122,904
|
|
|
$
|
(24,231
|
)
|
|
$
|
(93,113
|
)
|
|
$
|
56,740
|
|
|
$
|
(79,474
|
)
|
|
$
|
—
|
|
|
$
|
(17,174
|
)
|
Depreciation and amortization
|
|
80,387
|
|
|
98,623
|
|
|
24,937
|
|
|
1,294
|
|
|
3,779
|
|
|
—
|
|
|
209,020
|
|
|||||||
Amortization recorded to cost of sales
|
|
338
|
|
|
—
|
|
|
282
|
|
|
5,479
|
|
|
—
|
|
|
—
|
|
|
6,099
|
|
|||||||
Net unrealized losses (gains) on derivatives
|
|
2,766
|
|
|
13,694
|
|
|
(577
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,883
|
|
|||||||
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,033
|
|
|
—
|
|
|
—
|
|
|
11,033
|
|
|||||||
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
504
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
399
|
|
|||||||
(Gain) loss on disposal or impairment of assets, net
|
|
(111,393
|
)
|
|
6,863
|
|
|
117,516
|
|
|
(30,098
|
)
|
|
8
|
|
|
—
|
|
|
(17,104
|
)
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,241
|
|
|
—
|
|
|
35,241
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
263
|
|
|||||||
Other income, net
|
|
535
|
|
|
211
|
|
|
105
|
|
|
604
|
|
|
5,498
|
|
|
—
|
|
|
6,953
|
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
11,507
|
|
|
579
|
|
|
—
|
|
|
4,308
|
|
|
—
|
|
|
—
|
|
|
16,394
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(737
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(737
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
20,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,607
|
|
|||||||
Other
|
|
10,617
|
|
|
461
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,163
|
|
|||||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,210
|
|
|
110,210
|
|
|||||||
Adjusted EBITDA
|
|
$
|
117,661
|
|
|
$
|
116,070
|
|
|
$
|
49,739
|
|
|
$
|
49,255
|
|
|
$
|
(34,685
|
)
|
|
$
|
110,210
|
|
|
$
|
408,250
|
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||||||
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating (loss) income
|
|
$
|
(17,475
|
)
|
|
$
|
44,587
|
|
|
$
|
43,252
|
|
|
$
|
222,546
|
|
|
$
|
(86,985
|
)
|
|
$
|
—
|
|
|
$
|
205,925
|
|
Depreciation and amortization
|
|
54,144
|
|
|
101,758
|
|
|
19,163
|
|
|
1,562
|
|
|
3,612
|
|
|
—
|
|
|
180,239
|
|
|||||||
Amortization recorded to cost of sales
|
|
384
|
|
|
—
|
|
|
781
|
|
|
5,663
|
|
|
—
|
|
|
—
|
|
|
6,828
|
|
|||||||
Net unrealized (gains) losses on derivatives
|
|
(1,513
|
)
|
|
(2,088
|
)
|
|
216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,385
|
)
|
|||||||
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,368
|
|
|
—
|
|
|
—
|
|
|
7,368
|
|
|||||||
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,283
|
)
|
|
—
|
|
|
—
|
|
|
(1,283
|
)
|
|||||||
Loss (gain) on disposal or impairment of assets, net
|
|
10,704
|
|
|
(85,560
|
)
|
|
92
|
|
|
(134,125
|
)
|
|
(1
|
)
|
|
—
|
|
|
(208,890
|
)
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,102
|
|
|
—
|
|
|
53,102
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,771
|
|
|
—
|
|
|
1,771
|
|
|||||||
Other (expense) income, net
|
|
(412
|
)
|
|
739
|
|
|
73
|
|
|
19,263
|
|
|
6,949
|
|
|
—
|
|
|
26,612
|
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
11,589
|
|
|
106
|
|
|
—
|
|
|
3,975
|
|
|
—
|
|
|
—
|
|
|
15,670
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(9,210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,210
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
12,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,761
|
|
|||||||
Other
|
|
1,996
|
|
|
368
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,443
|
|
|||||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,366
|
|
|
91,366
|
|
|||||||
Adjusted EBITDA
|
|
$
|
59,417
|
|
|
$
|
63,461
|
|
|
$
|
63,656
|
|
|
$
|
124,969
|
|
|
$
|
(21,552
|
)
|
|
$
|
91,366
|
|
|
$
|
381,317
|
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||||||||||
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Operating (loss) income
|
|
$
|
(40,745
|
)
|
|
$
|
(313,673
|
)
|
|
$
|
76,173
|
|
|
$
|
226,951
|
|
|
$
|
(97,405
|
)
|
|
$
|
—
|
|
|
$
|
(148,699
|
)
|
Depreciation and amortization
|
|
39,363
|
|
|
91,685
|
|
|
15,642
|
|
|
40,861
|
|
|
5,381
|
|
|
—
|
|
|
192,932
|
|
|||||||
Amortization recorded to cost of sales
|
|
250
|
|
|
—
|
|
|
1,044
|
|
|
5,406
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
|||||||
Net unrealized losses (gains) on derivatives
|
|
2,123
|
|
|
3,196
|
|
|
(4,008
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,311
|
|
|||||||
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,390
|
|
|
—
|
|
|
—
|
|
|
24,390
|
|
|||||||
Lower of cost or market adjustments
|
|
(1,211
|
)
|
|
—
|
|
|
—
|
|
|
(4,721
|
)
|
|
—
|
|
|
—
|
|
|
(5,932
|
)
|
|||||||
Loss (gain) on disposal or impairment of assets, net
|
|
54,952
|
|
|
381,682
|
|
|
11,600
|
|
|
(127,331
|
)
|
|
—
|
|
|
—
|
|
|
320,903
|
|
|||||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
877
|
|
|
58,315
|
|
|
—
|
|
|
59,192
|
|
|||||||
Acquisition expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,995
|
|
|
—
|
|
|
1,995
|
|
|||||||
Other (expense) income, net
|
|
(6,725
|
)
|
|
2,144
|
|
|
281
|
|
|
443
|
|
|
8,378
|
|
|
—
|
|
|
4,521
|
|
|||||||
Adjusted EBITDA attributable to unconsolidated entities
|
|
13,474
|
|
|
(701
|
)
|
|
—
|
|
|
17,960
|
|
|
—
|
|
|
—
|
|
|
30,733
|
|
|||||||
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(2,259
|
)
|
|
—
|
|
|
(50,438
|
)
|
|
—
|
|
|
—
|
|
|
(52,697
|
)
|
|||||||
Revaluation of liabilities
|
|
—
|
|
|
(90,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,700
|
)
|
|||||||
Other
|
|
11
|
|
|
329
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|||||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,466
|
|
|
79,466
|
|
|||||||
Adjusted EBITDA
|
|
$
|
61,492
|
|
|
$
|
71,703
|
|
|
$
|
100,772
|
|
|
$
|
134,398
|
|
|
$
|
(23,336
|
)
|
|
$
|
79,466
|
|
|
$
|
424,495
|
|
|
|
Average Balance
Outstanding
|
|
Lowest
Balance
|
|
Highest
Balance
|
||||||
|
|
(in thousands)
|
||||||||||
Year Ended March 31, 2018
|
|
|
|
|
|
|
||||||
Expansion capital borrowings
|
|
$
|
167,900
|
|
|
$
|
—
|
|
|
$
|
397,000
|
|
Working capital borrowings
|
|
$
|
837,651
|
|
|
$
|
719,500
|
|
|
$
|
1,014,500
|
|
Year Ended March 31, 2017
|
|
|
|
|
|
|
||||||
Expansion capital borrowings
|
|
$
|
970,678
|
|
|
$
|
—
|
|
|
$
|
1,359,000
|
|
Working capital borrowings
|
|
$
|
686,456
|
|
|
$
|
465,500
|
|
|
$
|
875,500
|
|
|
|
Capital Expenditures
|
|
|
|
Other
|
||||||||||
Year Ended March 31,
|
|
Expansion (1)
|
|
Maintenance (2)
|
|
Acquisitions (3)
|
|
Investments (4)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2018
|
|
$
|
155,213
|
|
|
$
|
37,713
|
|
|
$
|
50,417
|
|
|
$
|
27,889
|
|
2017
|
|
$
|
334,383
|
|
|
$
|
26,073
|
|
|
$
|
122,832
|
|
|
$
|
44,864
|
|
2016
|
|
$
|
613,792
|
|
|
$
|
42,001
|
|
|
$
|
234,652
|
|
|
$
|
11,431
|
|
|
(1)
|
Includes the intangible assets received as consideration as part of the Sawtooth joint venture transaction (see
Note 15
to our consolidated financial statements included in this Current Report) during the year ended
March 31, 2018
. Includes expansion capital expenditures for TLP of $13.6 million during the year ended March 31, 2016. Includes $8.5 million, $5.4 million and $7.3 million for the years ended March 31, 2018, 2017 and 2016, respectively, related to our Retail Propane segment.
|
(2)
|
Includes maintenance capital expenditures for TLP of $11.6 million during year ended March 31, 2016. Includes $14.0 million, $13.6 million and $15.6 million for the years ended March 31, 2018, 2017 and 2016, respectively, related to our Retail Propane segment.
|
(3)
|
Amounts for the years ended March 31, 2018, 2017 and 2016 include
$30.5 million
,
$80.9 million
and
$25.8 million
, respectively, related to our Retail Propane segment.
|
(4)
|
Amounts for the years ended
March 31, 2018
and
2016
primarily related to contributions made to unconsolidated entities. Amounts for the year ended
March 31, 2017
primarily related to payments made to terminate a development agreement and other liabilities. There were no amounts related to our Retail Propane segment for the years ended March 31, 2018, 2017 or 2016.
|
|
|
Year Ended March 31,
|
||||||||||
Cash Flows Provided by (Used in):
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Operating activities, before changes in operating assets and liabilities
|
|
$
|
175,653
|
|
|
$
|
160,896
|
|
|
$
|
140,936
|
|
Changes in operating assets and liabilities
|
|
(122,024
|
)
|
|
(258,696
|
)
|
|
99,169
|
|
|||
Operating activities-continuing operations
|
|
$
|
53,629
|
|
|
$
|
(97,800
|
)
|
|
$
|
240,105
|
|
Investing activities-continuing operations
|
|
$
|
105,343
|
|
|
$
|
(264,265
|
)
|
|
$
|
(398,505
|
)
|
Financing activities-continuing operations
|
|
$
|
(390,445
|
)
|
|
$
|
375,087
|
|
|
$
|
83,703
|
|
•
|
a
decrease
in capital expenditures from
$344.9 million
during the
year
ended
March 31, 2017
to
$133.8 million
during the
year
ended
March 31, 2018
due primarily to capital expenditures for the Grand Mesa Pipeline and the purchase of additional pipeline capacity allocations during the
year
ended
March 31, 2017
;
|
•
|
a
$201.0 million
increase
in proceeds from sales of assets due primarily to the sales of our previously held 50% interest in Glass Mountain and a portion of Sawtooth and an increase in proceeds from the sale of excess pipe in our Crude Oil Logistics segment during the
year
ended
March 31, 2018
and the sales of TLP common units we owned and Grassland during the
year
ended
March 31, 2017
; and
|
•
|
a
$16.9 million
payment to terminate a development agreement during the
year
ended
March 31, 2017
(see
Note 15
to our consolidated financial statements included in this Current Report).
|
•
|
a
decrease
in capital expenditures from
$513.9 million
during the
year
ended
March 31, 2016
to
$344.9 million
during the
year
ended
March 31, 2017
;
|
•
|
$125.0 million
related to the purchase of a 37.5% undivided interest in Grand Mesa Pipeline during the
year
ended
March 31, 2016
;
|
•
|
a
$176.3 million
decrease
in cash paid for acquisitions and investments in unconsolidated entities during the
year
ended
March 31, 2017
; and
|
•
|
a $15.6 million decrease for a loan to Grassland during the
year
ended
March 31, 2016
.
|
•
|
a
$187.8 million
decrease
in proceeds from the sale of the general partner interest in TLP during the
year
ended
March 31, 2016
and the sales of TLP common units we owned and Grassland and an increase in proceeds from the sale of excess pipe in our Crude Oil Logistics segment during the
year
ended
March 31, 2017
;
|
•
|
a
$142.0 million
increase in payments to settle derivatives; and
|
•
|
a
$16.9 million
payment to terminate a development agreement during the
year
ended
March 31, 2017
(see
Note 15
to our consolidated financial statements included in this Current Report).
|
•
|
$1.2 billion
in proceeds from the issuance of the 2023 Notes and 2025 Notes during the
year
ended
March 31, 2017
;
|
•
|
an increase
of
$465.5 million
for repayments and repurchases of all of our remaining outstanding senior secured notes and a portion of our Senior Unsecured Notes during the
year
ended
March 31, 2018
;
|
•
|
a decrease
of
$319.4 million
in proceeds from the sale of our common units and preferred units during the
year
ended
March 31, 2018
;
|
•
|
an increase
of
$43.3 million
in distributions paid to our general partners and common unitholders, preferred unitholders and noncontrolling interest owners during the
year
ended
March 31, 2018
; and
|
•
|
$26.4 million
for the repurchase of a portion of our common units and warrants related to our Class A Preferred Units during the
year
ended
March 31, 2018
.
|
•
|
an increase
of
$1.2 billion
in borrowings on our revolving credit facilities (net of repayments) during the
year
ended
March 31, 2018
;
|
•
|
the repayment of equipment loans totaling $41.7 million during the
year
ended
March 31, 2017
;
|
•
|
$30.8 million in debt issuance costs for the issuance of the 2023 Notes and 2025 Notes and the amendment and restatement of our Credit Agreement during the
year
ended
March 31, 2017
; and
|
•
|
a $25.9 million release of contingent consideration liabilities related to the termination of a development agreement during the
year
ended
March 31, 2017
(see
Note 15
to our consolidated financial statements included in this Current Report).
|
•
|
an increase
in proceeds from long-term debt (excluding our revolving credit facility) of
$1.1 billion
due primarily to the issuance of the 2023 Notes and 2025 Notes during the
year
ended
March 31, 2017
;
|
•
|
$522.1 million
in proceeds from the sale of our common units and preferred units during the
year
ended
March 31, 2017
; and
|
•
|
a
decrease
of
$172.9 million
in distributions paid to our general partners and common unitholders, preferred unitholders and noncontrolling interest owners during the
year
ended
March 31, 2017
.
|
•
|
a
decrease
of
$1.5 billion
in borrowings on our revolving credit facilities (net of repayments) during the
year
ended
March 31, 2017
; and
|
•
|
a $25.9 million release of contingent consideration liabilities related to the termination of a development agreement during the
year
ended
March 31, 2017
(see
Note 15
to our consolidated financial statements included in this Current Report).
|
|
|
|
|
Years Ending March 31,
|
|
|
||||||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
|
||||||||||||||||||||||||||
Principal payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Expansion capital borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital borrowings
|
|
969,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
969,500
|
|
|
—
|
|
|
—
|
|
|||||||
Senior unsecured notes
|
|
1,725,554
|
|
|
—
|
|
|
353,424
|
|
|
—
|
|
|
367,048
|
|
|
—
|
|
|
1,005,082
|
|
|||||||
Other long-term debt (1)
|
|
5,977
|
|
|
646
|
|
|
648
|
|
|
4,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving Credit Facility (2)
|
|
198,565
|
|
|
55,157
|
|
|
55,157
|
|
|
55,157
|
|
|
33,094
|
|
|
—
|
|
|
—
|
|
|||||||
Senior unsecured notes
|
|
601,001
|
|
|
118,235
|
|
|
108,990
|
|
|
99,745
|
|
|
99,745
|
|
|
74,510
|
|
|
99,776
|
|
|||||||
Other long-term debt (1)
|
|
555
|
|
|
237
|
|
|
209
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Letters of credit
|
|
175,736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,736
|
|
|
—
|
|
|
—
|
|
|||||||
Future minimum lease payments under noncancelable operating leases (1)
|
|
511,407
|
|
|
131,044
|
|
|
114,685
|
|
|
98,364
|
|
|
70,242
|
|
|
52,571
|
|
|
44,501
|
|
|||||||
Future minimum throughput payments under noncancelable agreements (3)
|
|
91,580
|
|
|
50,201
|
|
|
41,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction commitments (4)
|
|
2,671
|
|
|
2,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Fixed-price commodity purchase commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Crude oil
|
|
77,015
|
|
|
77,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Natural gas liquids
|
|
5,616
|
|
|
5,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Index-price commodity purchase commitments (5):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
Crude oil (6)
|
|
3,235,777
|
|
|
1,403,823
|
|
|
567,987
|
|
|
453,328
|
|
|
363,302
|
|
|
256,327
|
|
|
191,010
|
|
|||||||
Natural gas liquids
|
|
502,428
|
|
|
502,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
8,103,382
|
|
|
$
|
2,347,073
|
|
|
$
|
1,242,479
|
|
|
$
|
711,386
|
|
|
$
|
2,078,667
|
|
|
$
|
383,408
|
|
|
$
|
1,340,369
|
|
|
(1)
|
Excludes amounts related to the Retail Propane segment, as discussed further in
Note 1
and
Note 17
to our consolidated financial statements included in this Current Report.
|
(2)
|
The estimated interest payments on our Revolving Credit Facility are based on principal and letters of credit outstanding at
March 31, 2018
. See
Note 8
to our consolidated financial statements included in this Current Report for additional information on our Credit Agreement.
|
(3)
|
We have executed noncancelable agreements with crude oil pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity. Under certain agreements we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement, with some contracts containing provisions that allow us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees.
See
Note 9
to our consolidated financial statements included in this Current Report for additional information.
|
(4)
|
At March 31, 2018, construction commitments relate to the expansion of the Lucerne, Colorado crude oil tank storage.
|
(5)
|
Index prices are based on a forward price curve at
March 31, 2018
. A theoretical change of $0.10 per gallon of natural gas liquids in the underlying commodity price at
March 31, 2018
would result in a change of
$58.2 million
in the value of our index-price natural gas liquids purchase commitments. A theoretical change of $1.00 per barrel of crude oil in the underlying commodity price at
March 31, 2018
would result in a change of
$61.2 million
in the value of our index-price crude oil purchase commitments. See
Note 9
to our consolidated financial statements included in this Current Report for further detail of the commitments.
|
(6)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (see
Note 9
to our consolidated financial statements included in this Current Report) due primarily to our long-term purchase commitments for crude oil that we
|
|
Increase
(Decrease)
To Fair Value
|
||
Crude oil (Crude Oil Logistics segment)
|
$
|
(9,943
|
)
|
Propane (Liquids segment)
|
$
|
(64
|
)
|
Other products (Liquids segment)
|
$
|
(238
|
)
|
Gasoline (Refined Products and Renewables segment)
|
$
|
(28,747
|
)
|
Diesel (Refined Products and Renewables segment)
|
$
|
(9,622
|
)
|
Ethanol (Refined Products and Renewables segment)
|
$
|
(3,207
|
)
|
Biodiesel (Refined Products and Renewables segment)
|
$
|
1,593
|
|
Canadian dollars (Liquids segment)
|
$
|
637
|
|
NGL ENERGY PARTNERS LP
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
F-
2
|
|
|
Consolidated Balance Sheets at March 31, 2018 and 2017
|
F-
3
|
|
|
Consolidated Statements of Operations for the years ended March 31, 2018, 2017, and 2016
|
F-
4
|
|
|
Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2018, 2017, and 2016
|
F-
5
|
|
|
Consolidated Statements of Changes in Equity for the years ended March 31, 2018, 2017, and 2016
|
F-
6
|
|
|
Consolidated Statements of Cash Flows for the years ended March 31, 2018, 2017, and 2016
|
F-
7
|
|
|
Notes to Consolidated Financial Statements
|
F-
9
|
/s/ GRANT THORNTON LLP
|
|
|
|
We have served as the Partnership’s auditor since 2010.
|
|
|
|
Tulsa, Oklahoma
|
|
May 30, 2018 (except for the effects of discontinued operations, as discussed in Note 17, as to which the date is April 3, 2019)
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
22,094
|
|
|
$
|
7,826
|
|
Accounts receivable-trade, net of allowance for doubtful accounts of $4,201 and $3,954, respectively
|
1,026,764
|
|
|
755,558
|
|
||
Accounts receivable-affiliates
|
4,772
|
|
|
6,709
|
|
||
Inventories
|
551,303
|
|
|
544,045
|
|
||
Prepaid expenses and other current assets
|
128,742
|
|
|
99,794
|
|
||
Assets held for sale
|
517,604
|
|
|
619,420
|
|
||
Total current assets
|
2,251,279
|
|
|
2,033,352
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $343,345 and $257,657, respectively
|
1,518,607
|
|
|
1,529,443
|
|
||
GOODWILL
|
1,204,607
|
|
|
1,321,289
|
|
||
INTANGIBLE ASSETS, net of accumulated amortization of $433,565 and $359,663, respectively
|
913,154
|
|
|
1,007,252
|
|
||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
17,236
|
|
|
187,423
|
|
||
LOAN RECEIVABLE-AFFILIATE
|
1,200
|
|
|
3,200
|
|
||
OTHER NONCURRENT ASSETS
|
245,039
|
|
|
238,420
|
|
||
Total assets
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST:
|
|
|
|
||||
Accounts payable-trade
|
$
|
852,839
|
|
|
$
|
650,469
|
|
Accounts payable-affiliates
|
1,254
|
|
|
7,918
|
|
||
Accrued expenses and other payables
|
223,504
|
|
|
198,456
|
|
||
Advance payments received from customers
|
8,374
|
|
|
10,592
|
|
||
Current maturities of long-term debt
|
646
|
|
|
25,859
|
|
||
Liabilities and redeemable noncontrolling interest held for sale
|
42,580
|
|
|
53,363
|
|
||
Total current liabilities and redeemable noncontrolling interest
|
1,129,197
|
|
|
946,657
|
|
||
LONG-TERM DEBT, net of debt issuance costs of $20,645 and $33,458, respectively, and current maturities
|
2,679,740
|
|
|
2,958,526
|
|
||
OTHER NONCURRENT LIABILITIES
|
173,514
|
|
|
184,504
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 9)
|
|
|
|
|
|
||
|
|
|
|
||||
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 19,942,169 and 19,942,169 preferred units issued and outstanding, respectively
|
82,576
|
|
|
63,890
|
|
||
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
General partner, representing a 0.1% interest, 121,594 and 120,300 notional units, respectively
|
(50,819
|
)
|
|
(50,529
|
)
|
||
Limited partners, representing a 99.9% interest, 121,472,725 and 120,179,407 common units issued and outstanding, respectively
|
1,852,495
|
|
|
2,192,413
|
|
||
Class B preferred limited partners, 8,400,000 and 0 preferred units issued and outstanding, respectively
|
202,731
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(1,815
|
)
|
|
(1,828
|
)
|
||
Noncontrolling interests
|
83,503
|
|
|
26,746
|
|
||
Total equity
|
2,086,095
|
|
|
2,166,802
|
|
||
Total liabilities and equity
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
$
|
2,260,075
|
|
|
$
|
1,666,884
|
|
|
$
|
3,217,079
|
|
Water Solutions
|
229,139
|
|
|
159,601
|
|
|
185,001
|
|
|||
Liquids
|
2,215,985
|
|
|
1,537,172
|
|
|
1,273,992
|
|
|||
Refined Products and Renewables
|
12,200,923
|
|
|
9,342,702
|
|
|
6,792,112
|
|
|||
Other
|
1,174
|
|
|
844
|
|
|
462
|
|
|||
Total Revenues
|
16,907,296
|
|
|
12,707,203
|
|
|
11,468,646
|
|
|||
COST OF SALES:
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
2,113,747
|
|
|
1,572,015
|
|
|
3,111,717
|
|
|||
Water Solutions
|
19,345
|
|
|
4,068
|
|
|
(7,336
|
)
|
|||
Liquids
|
2,128,522
|
|
|
1,432,200
|
|
|
1,116,631
|
|
|||
Refined Products and Renewables
|
12,150,497
|
|
|
9,219,721
|
|
|
6,540,599
|
|
|||
Other
|
530
|
|
|
400
|
|
|
182
|
|
|||
Total Cost of Sales
|
16,412,641
|
|
|
12,228,404
|
|
|
10,761,793
|
|
|||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Operating
|
201,068
|
|
|
189,003
|
|
|
296,831
|
|
|||
General and administrative
|
98,129
|
|
|
105,805
|
|
|
127,559
|
|
|||
Depreciation and amortization
|
209,020
|
|
|
180,239
|
|
|
192,932
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
(17,104
|
)
|
|
(208,890
|
)
|
|
320,903
|
|
|||
Revaluation of liabilities
|
20,716
|
|
|
6,717
|
|
|
(82,673
|
)
|
|||
Operating (Loss) Income
|
(17,174
|
)
|
|
205,925
|
|
|
(148,699
|
)
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated entities
|
7,539
|
|
|
3,830
|
|
|
16,649
|
|
|||
Revaluation of investments
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|||
Interest expense
|
(199,148
|
)
|
|
(149,994
|
)
|
|
(132,749
|
)
|
|||
(Loss) gain on early extinguishment of liabilities, net
|
(23,201
|
)
|
|
24,727
|
|
|
28,532
|
|
|||
Other income, net
|
6,953
|
|
|
26,612
|
|
|
4,521
|
|
|||
(Loss) Income From Continuing Operations Before Income Taxes
|
(225,031
|
)
|
|
96,735
|
|
|
(231,746
|
)
|
|||
INCOME TAX (EXPENSE) BENEFIT
|
(1,354
|
)
|
|
(1,933
|
)
|
|
428
|
|
|||
(Loss) Income From Continuing Operations
|
(226,385
|
)
|
|
94,802
|
|
|
(231,318
|
)
|
|||
Income From Discontinued Operations, net of Tax
|
156,780
|
|
|
49,072
|
|
|
44,221
|
|
|||
Net (Loss) Income
|
(69,605
|
)
|
|
143,874
|
|
|
(187,097
|
)
|
|||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|||
LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
$
|
(70,875
|
)
|
|
$
|
137,042
|
|
|
$
|
(198,929
|
)
|
|
|
|
|
|
|
||||||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (Note 3)
|
$
|
(286,521
|
)
|
|
$
|
57,645
|
|
|
$
|
(290,725
|
)
|
NET INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (Note 3)
|
$
|
155,595
|
|
|
$
|
49,023
|
|
|
$
|
44,176
|
|
NET (LOSS) INCOME ALLOCATED TO COMMON UNITHOLDERS
|
$
|
(130,926
|
)
|
|
$
|
106,668
|
|
|
$
|
(246,549
|
)
|
BASIC (LOSS) INCOME PER COMMON UNIT
|
|
|
|
|
|
||||||
(Loss) Income From Continuing Operations
|
$
|
(2.37
|
)
|
|
$
|
0.53
|
|
|
$
|
(2.77
|
)
|
Income From Discontinued Operations, net of Tax
|
$
|
1.29
|
|
|
$
|
0.45
|
|
|
$
|
0.42
|
|
Net (Loss) Income
|
$
|
(1.08
|
)
|
|
$
|
0.99
|
|
|
$
|
(2.35
|
)
|
DILUTED (LOSS) INCOME PER COMMON UNIT
|
|
|
|
|
|
||||||
(Loss) Income From Continuing Operations
|
$
|
(2.37
|
)
|
|
$
|
0.52
|
|
|
$
|
(2.77
|
)
|
Income From Discontinued Operations, net of Tax
|
$
|
1.29
|
|
|
$
|
0.44
|
|
|
$
|
0.42
|
|
Net (Loss) Income
|
$
|
(1.08
|
)
|
|
$
|
0.95
|
|
|
$
|
(2.35
|
)
|
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
120,991,340
|
|
|
108,091,486
|
|
|
104,838,886
|
|
|||
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
120,991,340
|
|
|
111,850,621
|
|
|
104,838,886
|
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net (loss) income
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
|
$
|
(187,097
|
)
|
Other comprehensive income (loss)
|
13
|
|
|
(1,671
|
)
|
|
(48
|
)
|
|||
Comprehensive (loss) income
|
$
|
(69,592
|
)
|
|
$
|
142,203
|
|
|
$
|
(187,145
|
)
|
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
Class B Preferred
|
|
Common
|
|
|
|
|
|
|
||||||||||||||||||
|
General
Partner
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||
BALANCES AT MARCH 31, 2015
|
$
|
(37,000
|
)
|
|
—
|
|
|
$
|
—
|
|
|
103,794,870
|
|
|
$
|
2,183,551
|
|
|
$
|
(109
|
)
|
|
$
|
546,990
|
|
|
$
|
2,693,432
|
|
Distributions to general and common unit partners (Note 10)
|
(61,485
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260,522
|
)
|
|
—
|
|
|
—
|
|
|
(322,007
|
)
|
||||||
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,720
|
)
|
|
(35,720
|
)
|
||||||
Contributions
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,829
|
)
|
|
—
|
|
|
15,376
|
|
|
11,601
|
|
||||||
Business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
833,454
|
|
|
19,108
|
|
|
—
|
|
|
9,248
|
|
|
28,356
|
|
||||||
Equity issued pursuant to incentive compensation plan (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,165,053
|
|
|
33,290
|
|
|
—
|
|
|
—
|
|
|
33,290
|
|
||||||
Common unit repurchases (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,623,804
|
)
|
|
(17,680
|
)
|
|
—
|
|
|
—
|
|
|
(17,680
|
)
|
||||||
Net income (loss)
|
47,620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(246,549
|
)
|
|
—
|
|
|
11,832
|
|
|
(187,097
|
)
|
||||||
Deconsolidation of TLP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(511,291
|
)
|
|
(511,291
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
||||||
TLP equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
|
1,301
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
(29
|
)
|
|
(72
|
)
|
||||||
BALANCES AT MARCH 31, 2016
|
(50,811
|
)
|
|
—
|
|
|
—
|
|
|
104,169,573
|
|
|
1,707,326
|
|
|
(157
|
)
|
|
37,707
|
|
|
1,694,065
|
|
||||||
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
(287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,294
|
)
|
|
—
|
|
|
—
|
|
|
(181,581
|
)
|
||||||
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,292
|
)
|
|
(3,292
|
)
|
||||||
Contributions
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
—
|
|
|
1,173
|
|
|
721
|
|
||||||
Business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
218,617
|
|
|
3,940
|
|
|
—
|
|
|
—
|
|
|
3,940
|
|
||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
(12,602
|
)
|
|
(12,817
|
)
|
||||||
Equity issued pursuant to incentive compensation plan (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,350,082
|
|
|
68,414
|
|
|
—
|
|
|
—
|
|
|
68,414
|
|
||||||
Common units issued, net of offering costs (Note 10)
|
288
|
|
|
—
|
|
|
—
|
|
|
13,441,135
|
|
|
286,848
|
|
|
—
|
|
|
—
|
|
|
287,136
|
|
||||||
Allocation of value to beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,534
|
|
|
—
|
|
|
—
|
|
|
131,534
|
|
||||||
Issuance of warrants, net of offering costs (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,550
|
|
|
—
|
|
|
—
|
|
|
48,550
|
|
||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,999
|
)
|
|
—
|
|
|
—
|
|
|
(8,999
|
)
|
||||||
Transfer of redeemable noncontrolling interest (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,072
|
)
|
|
(3,072
|
)
|
||||||
Net income
|
232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,810
|
|
|
—
|
|
|
6,832
|
|
|
143,874
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,671
|
)
|
|
—
|
|
|
(1,671
|
)
|
||||||
BALANCES AT MARCH 31, 2017
|
(50,529
|
)
|
|
—
|
|
|
—
|
|
|
120,179,407
|
|
|
2,192,413
|
|
|
(1,828
|
)
|
|
26,746
|
|
|
2,166,802
|
|
||||||
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229,469
|
)
|
|
—
|
|
|
—
|
|
|
(229,792
|
)
|
||||||
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,082
|
)
|
|
(3,082
|
)
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
||||||
Sawtooth joint venture (Note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,981
|
)
|
|
—
|
|
|
76,214
|
|
|
59,233
|
|
||||||
Purchase of noncontrolling interest (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,245
|
)
|
|
—
|
|
|
(16,638
|
)
|
|
(22,883
|
)
|
||||||
Redeemable noncontrolling interest valuation adjustment (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
|
—
|
|
|
—
|
|
|
(5,825
|
)
|
||||||
Repurchase of warrants (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
||||||
Equity issued pursuant to incentive compensation plan (Note 10)
|
28
|
|
|
—
|
|
|
—
|
|
|
2,260,011
|
|
|
34,623
|
|
|
—
|
|
|
—
|
|
|
34,651
|
|
||||||
Common unit repurchases and cancellations (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,574,346
|
)
|
|
(15,817
|
)
|
|
—
|
|
|
—
|
|
|
(15,817
|
)
|
||||||
Warrants exercised (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
607,653
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,781
|
)
|
|
—
|
|
|
—
|
|
|
(18,781
|
)
|
||||||
Issuance of Class B preferred units, net of offering costs (Note 10)
|
—
|
|
|
8,400,000
|
|
|
202,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,731
|
|
||||||
Net income (loss)
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,880
|
)
|
|
—
|
|
|
240
|
|
|
(70,635
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
BALANCES AT MARCH 31, 2018
|
$
|
(50,819
|
)
|
|
8,400,000
|
|
|
$
|
202,731
|
|
|
121,472,725
|
|
|
$
|
1,852,495
|
|
|
$
|
(1,815
|
)
|
|
$
|
83,503
|
|
|
$
|
2,086,095
|
|
|
Year Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(69,605
|
)
|
|
$
|
143,874
|
|
|
$
|
(187,097
|
)
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Income from discontinued operations, net of tax
|
(156,780
|
)
|
|
(49,072
|
)
|
|
(44,221
|
)
|
|||
Depreciation and amortization, including amortization of debt issuance costs
|
225,738
|
|
|
194,829
|
|
|
213,219
|
|
|||
Loss (gain) on early extinguishment or revaluation of liabilities, net
|
43,917
|
|
|
(18,010
|
)
|
|
(111,205
|
)
|
|||
Gain on termination of a storage sublease agreement
|
—
|
|
|
(16,205
|
)
|
|
—
|
|
|||
Non-cash equity-based compensation expense
|
35,241
|
|
|
53,102
|
|
|
51,565
|
|
|||
(Gain) loss on disposal or impairment of assets, net
|
(17,104
|
)
|
|
(208,890
|
)
|
|
320,903
|
|
|||
Provision for doubtful accounts
|
590
|
|
|
(1,000
|
)
|
|
4,781
|
|
|||
Net adjustments to fair value of commodity derivatives
|
116,604
|
|
|
55,978
|
|
|
(102,442
|
)
|
|||
Equity in earnings of unconsolidated entities
|
(7,539
|
)
|
|
(3,830
|
)
|
|
(16,649
|
)
|
|||
Distributions of earnings from unconsolidated entities
|
4,632
|
|
|
3,564
|
|
|
17,404
|
|
|||
Revaluation of investments
|
—
|
|
|
14,365
|
|
|
—
|
|
|||
Other
|
(41
|
)
|
|
(7,809
|
)
|
|
(5,322
|
)
|
|||
Changes in operating assets and liabilities, exclusive of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable-trade and affiliates
|
(272,990
|
)
|
|
(254,124
|
)
|
|
482,222
|
|
|||
Inventories
|
(7,649
|
)
|
|
(190,594
|
)
|
|
72,708
|
|
|||
Other current and noncurrent assets
|
(22,472
|
)
|
|
(54,184
|
)
|
|
9,976
|
|
|||
Accounts payable-trade and affiliates
|
195,339
|
|
|
236,633
|
|
|
(438,452
|
)
|
|||
Other current and noncurrent liabilities
|
(14,252
|
)
|
|
3,573
|
|
|
(27,285
|
)
|
|||
Net cash provided by (used in) operating activities-continuing operations
|
53,629
|
|
|
(97,800
|
)
|
|
240,105
|
|
|||
Net cash provided by operating activities-discontinued operations
|
84,338
|
|
|
72,762
|
|
|
114,159
|
|
|||
Net cash provided by (used in) operating activities
|
137,967
|
|
|
(25,038
|
)
|
|
354,264
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(133,761
|
)
|
|
(344,936
|
)
|
|
(638,942
|
)
|
|||
Acquisitions, net of cash acquired
|
(19,897
|
)
|
|
(41,928
|
)
|
|
(208,864
|
)
|
|||
Settlements of commodity derivatives
|
(100,405
|
)
|
|
(37,086
|
)
|
|
104,924
|
|
|||
Proceeds from sales of assets
|
33,844
|
|
|
28,232
|
|
|
7,284
|
|
|||
Proceeds from divestitures of businesses and investments
|
329,780
|
|
|
134,370
|
|
|
343,135
|
|
|||
Transaction with an unconsolidated entity (Note 13)
|
(6,424
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in unconsolidated entities
|
(21,465
|
)
|
|
(2,105
|
)
|
|
(11,431
|
)
|
|||
Distributions of capital from unconsolidated entities
|
11,969
|
|
|
9,692
|
|
|
15,792
|
|
|||
Loan for natural gas liquids facility
|
—
|
|
|
—
|
|
|
(3,913
|
)
|
|||
Repayments on loan for natural gas liquids facility
|
10,052
|
|
|
8,916
|
|
|
7,618
|
|
|||
Loan to affiliate
|
(2,510
|
)
|
|
(3,200
|
)
|
|
(15,621
|
)
|
|||
Repayments on loan to affiliate
|
4,160
|
|
|
655
|
|
|
1,513
|
|
|||
Payment to terminate development agreement
|
—
|
|
|
(16,875
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities-continuing operations
|
105,343
|
|
|
(264,265
|
)
|
|
(398,505
|
)
|
|||
Net cash provided by (used in) investing activities-discontinued operations
|
165,239
|
|
|
(98,861
|
)
|
|
(46,822
|
)
|
|||
Net cash provided by (used in) investing activities
|
270,582
|
|
|
(363,126
|
)
|
|
(445,327
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facilities
|
2,434,500
|
|
|
1,700,000
|
|
|
2,602,500
|
|
|||
Payments on revolving credit facilities
|
(2,279,500
|
)
|
|
(2,733,500
|
)
|
|
(2,133,000
|
)
|
|||
Issuance of senior unsecured notes
|
—
|
|
|
1,200,000
|
|
|
—
|
|
|||
Repayment and repurchase of senior secured and senior unsecured notes
|
(486,699
|
)
|
|
(21,193
|
)
|
|
(43,421
|
)
|
|||
Proceeds from borrowings under other long-term debt
|
—
|
|
|
—
|
|
|
53,223
|
|
|||
Payments on other long-term debt
|
(877
|
)
|
|
(46,153
|
)
|
|
(2,089
|
)
|
|||
Debt issuance costs
|
(2,700
|
)
|
|
(33,558
|
)
|
|
(10,237
|
)
|
|||
Contributions from general partner
|
—
|
|
|
49
|
|
|
54
|
|
|||
Contributions from noncontrolling interest owners, net
|
23
|
|
|
672
|
|
|
11,547
|
|
|||
Distributions to general and common unit partners and preferred unitholders
|
(225,067
|
)
|
|
(181,581
|
)
|
|
(322,007
|
)
|
|||
Distributions to noncontrolling interest owners
|
(3,082
|
)
|
|
(3,292
|
)
|
|
(35,720
|
)
|
|||
Proceeds from sale of preferred units, net of offering costs
|
202,731
|
|
|
234,975
|
|
|
—
|
|
|||
Repurchase of warrants
|
(10,549
|
)
|
|
—
|
|
|
—
|
|
|||
Common unit repurchases and cancellations
|
(15,817
|
)
|
|
—
|
|
|
(17,680
|
)
|
|||
Proceeds from sale of common units, net of offering costs
|
—
|
|
|
287,136
|
|
|
—
|
|
|||
Payments for settlement and early extinguishment of liabilities
|
(3,408
|
)
|
|
(28,468
|
)
|
|
—
|
|
|||
Taxes paid on behalf of equity incentive plan participants
|
—
|
|
|
—
|
|
|
(19,395
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(72
|
)
|
|||
Net cash (used in) provided by financing activities-continuing operations
|
(390,445
|
)
|
|
375,087
|
|
|
83,703
|
|
|||
Net cash used in financing activities-discontinued operations
|
(3,836
|
)
|
|
(3,633
|
)
|
|
(2,998
|
)
|
|||
Net cash (used in) provided by financing activities
|
(394,281
|
)
|
|
371,454
|
|
|
80,705
|
|
Net increase (decrease) in cash and cash equivalents
|
14,268
|
|
|
(16,710
|
)
|
|
(10,358
|
)
|
|||
Cash and cash equivalents, beginning of period
|
7,826
|
|
|
24,536
|
|
|
34,894
|
|
|||
Cash and cash equivalents, end of period
|
$
|
22,094
|
|
|
$
|
7,826
|
|
|
$
|
24,536
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash interest paid
|
$
|
192,938
|
|
|
$
|
117,912
|
|
|
$
|
117,185
|
|
Income taxes paid (net of income tax refunds)
|
$
|
1,843
|
|
|
$
|
2,022
|
|
|
$
|
2,300
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Distributions declared but not paid to Class B preferred unitholders
|
$
|
4,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued capital expenditures
|
$
|
12,123
|
|
|
$
|
1,758
|
|
|
$
|
1,907
|
|
Value of common units issued in business combinations
|
$
|
—
|
|
|
$
|
3,940
|
|
|
$
|
19,108
|
|
•
|
Our Crude Oil Logistics segment purchases crude oil from producers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling, trucking, marine and pipeline transportation services through its owned assets.
|
•
|
Our Water Solutions segment provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms, drilling fluids and drilling muds and performs truck and frac tank washouts. In addition, our Water Solutions segment sells the recovered hydrocarbons that result from performing these services.
|
•
|
Our Liquids segment supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada using its leased underground storage and fleet of leased railcars, markets regionally through its
21
owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah.
See
Note 15
for a discussion of the joint venture of our Sawtooth NGL Caverns, LLC (“Sawtooth”) business.
|
•
|
Our Retail Propane segment sells propane, distillates, equipment and supplies to end users consisting of residential, agricultural, commercial, and industrial customers and to certain resellers in
21
states and the District of Columbia. See
Note 17
for a discussion of the sale of our Retail Propane segment.
|
•
|
Our Refined Products and Renewables segment
conducts gasoline, diesel, ethanol, and biodiesel marketing operations
,
purchase
s
refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and
schedule
s
them for delivery at various locations throughout the country.
In addition, in certain storage locations, our Refined Products and Renewables segment may also purchase unfinished gasoline blending components for subsequent blending into finished gasoline to supply our marketing business as well as third parties.
|
•
|
Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
|
•
|
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties.
|
•
|
Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
Segment
|
|
Gross
Receivable |
|
Allowance for
Doubtful Accounts |
|
Net
|
|
Gross
Receivable |
|
Allowance for
Doubtful Accounts |
|
Net
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Crude Oil Logistics
|
|
$
|
404,865
|
|
|
$
|
—
|
|
|
$
|
404,865
|
|
|
$
|
345,049
|
|
|
$
|
(3
|
)
|
|
$
|
345,046
|
|
Water Solutions
|
|
59,958
|
|
|
(2,952
|
)
|
|
57,006
|
|
|
34,335
|
|
|
(2,789
|
)
|
|
31,546
|
|
||||||
Liquids
|
|
131,006
|
|
|
(20
|
)
|
|
130,986
|
|
|
94,390
|
|
|
(293
|
)
|
|
94,097
|
|
||||||
Refined Products and Renewables
|
|
435,136
|
|
|
(1,229
|
)
|
|
433,907
|
|
|
285,664
|
|
|
(869
|
)
|
|
284,795
|
|
||||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
||||||
Total
|
|
$
|
1,030,965
|
|
|
$
|
(4,201
|
)
|
|
$
|
1,026,764
|
|
|
$
|
759,512
|
|
|
$
|
(3,954
|
)
|
|
$
|
755,558
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Allowance for doubtful accounts, beginning of period
|
|
$
|
(3,954
|
)
|
|
$
|
(5,963
|
)
|
|
$
|
(2,748
|
)
|
Provision for doubtful accounts
|
|
(590
|
)
|
|
1,000
|
|
|
(4,781
|
)
|
|||
Write off of uncollectible accounts
|
|
343
|
|
|
1,009
|
|
|
1,566
|
|
|||
Allowance for doubtful accounts, end of period
|
|
$
|
(4,201
|
)
|
|
$
|
(3,954
|
)
|
|
$
|
(5,963
|
)
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Crude oil
|
|
$
|
77,351
|
|
|
$
|
146,857
|
|
Natural gas liquids:
|
|
|
|
|
||||
Propane
|
|
38,910
|
|
|
32,347
|
|
||
Butane
|
|
12,613
|
|
|
5,992
|
|
||
Other
|
|
6,515
|
|
|
6,035
|
|
||
Refined products:
|
|
|
|
|
||||
Gasoline
|
|
253,286
|
|
|
193,015
|
|
||
Diesel
|
|
113,939
|
|
|
96,380
|
|
||
Renewables:
|
|
|
|
|
||||
Ethanol
|
|
38,093
|
|
|
42,009
|
|
||
Biodiesel
|
|
10,596
|
|
|
21,410
|
|
||
Total
|
|
$
|
551,303
|
|
|
$
|
544,045
|
|
|
|
|
|
Ownership
|
|
Date Acquired
|
|
March 31,
|
||||||
Entity
|
|
Segment
|
|
Interest (1)
|
|
or Formed
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Glass Mountain Pipeline, LLC (2)
|
|
Crude Oil Logistics
|
|
—%
|
|
December 2013
|
|
$
|
—
|
|
|
$
|
172,098
|
|
E Energy Adams, LLC (3)
|
|
Refined Products and Renewables
|
|
20%
|
|
December 2013
|
|
15,142
|
|
|
12,952
|
|
||
Water treatment and disposal facility (4)
|
|
Water Solutions
|
|
50%
|
|
August 2015
|
|
2,094
|
|
|
2,147
|
|
||
Victory Propane (5)
|
|
Corporate and Other
|
|
50%
|
|
April 2015
|
|
—
|
|
|
226
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
17,236
|
|
|
$
|
187,423
|
|
|
(1)
|
Ownership interest percentages are at
March 31, 2018
.
|
(2)
|
On December 22, 2017, we sold our previously held
50%
interest in Glass Mountain
Pipeline, LLC
for net proceeds of
$292.1 million
and recorded a gain on disposal of
$108.6 million
during the three months ended December 31, 2017
within
(gain) loss on disposal or impairment of assets, net
in our consolidated statement of operations.
As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Crude Oil Logistics segment have not been classified as discontinued operations.
|
(3)
|
See
Note 18
related to the sale of our interest in E Energy Adams, LLC subsequent to
March 31, 2018
.
|
(4)
|
This is an investment in an unincorporated joint venture.
|
(5)
|
As our investment is
$0
at
March 31, 2018
, our proportionate share of Victory Propane’s losses have been recorded against the loan receivable we have with Victory Propane. On August 14, 2018, we sold our previously held
50%
interest in Victory Propane. See
Note 13
for a further discussion of the loan receivable and a description of other transactions between us and Victory Propane.
|
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Current assets
|
$
|
24,431
|
|
|
$
|
27,816
|
|
Noncurrent assets
|
$
|
99,164
|
|
|
$
|
291,100
|
|
Current liabilities
|
$
|
16,787
|
|
|
$
|
20,453
|
|
Noncurrent liabilities
|
$
|
10,620
|
|
|
$
|
13,542
|
|
|
March 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Revenues
|
$
|
182,820
|
|
|
$
|
180,632
|
|
|
$
|
273,857
|
|
Cost of sales
|
$
|
114,890
|
|
|
$
|
114,316
|
|
|
$
|
107,425
|
|
Net income
|
$
|
26,438
|
|
|
$
|
19,462
|
|
|
$
|
46,595
|
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Loan receivable (1)
|
|
$
|
29,463
|
|
|
$
|
40,684
|
|
Line fill (2)
|
|
34,897
|
|
|
30,628
|
|
||
Tank bottoms (3)
|
|
42,044
|
|
|
42,044
|
|
||
Minimum shipping fees - pipeline commitments (4)
|
|
88,757
|
|
|
67,996
|
|
||
Other
|
|
49,878
|
|
|
57,068
|
|
||
Total
|
|
$
|
245,039
|
|
|
$
|
238,420
|
|
|
(1)
|
Represents the noncurrent portion of
a loan receivable associated with our financing of the construction of a natural gas liquids facility to be utilized by a third party
.
|
(2)
|
Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At
March 31, 2018
, line fill consisted of
360,425
barrels of crude oil and
262,000
barrels of propane. At
March 31, 2017
, line fill consisted of
427,193
barrels of crude oil. Line fill held in pipelines we own is included within property, plant and equipment (see
Note 5
).
|
(3)
|
Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost
.
We recover tank bottoms when the storage tanks are removed from service.
At
March 31, 2018
and
2017
, tank bottoms held in third party terminals consisted of
366,212
barrels and
366,212
barrels of refined products, respectively. Tank bottoms held in terminals we own are included within property, plant and equipment (see
Note 5
).
|
(4)
|
Represents the minimum shipping fees paid in excess of volumes shipped for
two
contracts. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see
Note 9
). Under these contracts, we currently have
2.1 years
and
2.5 years
, respectively, in which to ship the excess volumes.
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Accrued compensation and benefits
|
|
$
|
18,033
|
|
|
$
|
16,559
|
|
Excise and other tax liabilities
|
|
40,829
|
|
|
62,201
|
|
||
Derivative liabilities
|
|
51,039
|
|
|
27,622
|
|
||
Accrued interest
|
|
39,947
|
|
|
44,327
|
|
||
Product exchange liabilities
|
|
11,842
|
|
|
1,693
|
|
||
Deferred gain on sale of general partner interest in TLP
|
|
30,113
|
|
|
30,113
|
|
||
Other
|
|
31,701
|
|
|
15,941
|
|
||
Total
|
|
$
|
223,504
|
|
|
$
|
198,456
|
|
Balance at March 31, 2016
|
|
$
|
—
|
|
Transfer of redeemable noncontrolling interest
|
|
3,072
|
|
|
Balance at March 31, 2017
|
|
3,072
|
|
|
Net income attributable to redeemable noncontrolling interest
|
|
1,030
|
|
|
Redeemable noncontrolling interest valuation adjustment
|
|
5,825
|
|
|
Balance at March 31, 2018
|
|
$
|
9,927
|
|
|
|
Year Ended March 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average common units outstanding during the period:
|
|
|
|
|
|
|
|||
Common units - Basic
|
|
120,991,340
|
|
|
108,091,486
|
|
|
104,838,886
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|||
Performance awards
|
|
—
|
|
|
173,087
|
|
|
—
|
|
Warrants
|
|
—
|
|
|
3,586,048
|
|
|
—
|
|
Common units - Diluted
|
|
120,991,340
|
|
|
111,850,621
|
|
|
104,838,886
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands, except unit and per unit amounts)
|
||||||||||
(Loss) income from continuing operations
|
|
$
|
(226,385
|
)
|
|
$
|
94,802
|
|
|
$
|
(231,318
|
)
|
Less: Continuing operations income attributable to noncontrolling interests
|
|
(240
|
)
|
|
(6,832
|
)
|
|
(11,832
|
)
|
|||
Net (loss) income from continuing operations attributable to NGL Energy Partners LP
|
|
(226,625
|
)
|
|
87,970
|
|
|
(243,150
|
)
|
|||
Less: Distributions to preferred unitholders (1)
|
|
(59,697
|
)
|
|
(30,142
|
)
|
|
—
|
|
|||
Less: Continuing operations net loss (income) allocated to general partner (2)
|
|
150
|
|
|
(183
|
)
|
|
(47,575
|
)
|
|||
Less: Repurchase of warrants (3)
|
|
(349
|
)
|
|
—
|
|
|
—
|
|
|||
Net (loss) income from continuing operations allocated to common unitholders
|
|
$
|
(286,521
|
)
|
|
$
|
57,645
|
|
|
$
|
(290,725
|
)
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations attributable to NGL Energy Partners, net of tax
|
|
$
|
156,780
|
|
|
$
|
49,072
|
|
|
$
|
44,221
|
|
Less: Discontinued operations income attributable to redeemable noncontrolling interests
|
|
(1,030
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Discontinued operations income allocated to general partner (2)
|
|
(155
|
)
|
|
(49
|
)
|
|
(45
|
)
|
|||
Net income from discontinued operations allocated to common unitholders
|
|
$
|
155,595
|
|
|
$
|
49,023
|
|
|
$
|
44,176
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income allocated to common unitholders
|
|
$
|
(130,926
|
)
|
|
$
|
106,668
|
|
|
$
|
(246,549
|
)
|
|
|
|
|
|
|
|
||||||
Basic (loss) income per common unit
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(2.37
|
)
|
|
$
|
0.53
|
|
|
$
|
(2.77
|
)
|
Income from discontinued operations, net of tax
|
|
$
|
1.29
|
|
|
$
|
0.45
|
|
|
$
|
0.42
|
|
Net (loss) income
|
|
$
|
(1.08
|
)
|
|
$
|
0.99
|
|
|
$
|
(2.35
|
)
|
Diluted (loss) income per common unit
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(2.37
|
)
|
|
$
|
0.52
|
|
|
$
|
(2.77
|
)
|
Income from discontinued operations, net of tax
|
|
$
|
1.29
|
|
|
$
|
0.44
|
|
|
$
|
0.42
|
|
Net (loss) income
|
|
$
|
(1.08
|
)
|
|
$
|
0.95
|
|
|
$
|
(2.35
|
)
|
Basic weighted average common units outstanding
|
|
120,991,340
|
|
|
108,091,486
|
|
|
104,838,886
|
|
|||
Diluted weighted average common units outstanding
|
|
120,991,340
|
|
|
111,850,621
|
|
|
104,838,886
|
|
|
(1)
|
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 loss (income) 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
.
|
•
|
The remaining
50%
interest in NGL Solids Solutions, LLC; and
|
•
|
Two
parcels of land to develop saltwater disposal wells.
|
Current assets
|
$
|
2,372
|
|
Property, plant and equipment
|
11,370
|
|
|
Goodwill
|
2,251
|
|
|
Intangible assets
|
16,765
|
|
|
Current liabilities
|
(1,588
|
)
|
|
Other noncurrent liabilities
|
(291
|
)
|
|
Fair value of net assets acquired
|
$
|
30,879
|
|
|
|
Estimated
|
|
March 31,
|
||||||
Description
|
|
Useful Lives
|
|
2018
|
|
2017
|
||||
|
|
|
|
(in thousands)
|
||||||
Natural gas liquids terminal and storage assets
|
|
2-30 years
|
|
$
|
238,487
|
|
|
$
|
207,825
|
|
Pipeline and related facilities
|
|
30-40 years
|
|
243,616
|
|
|
248,582
|
|
||
Refined products terminal assets and equipment
|
|
15-25 years
|
|
6,736
|
|
|
6,736
|
|
||
Vehicles and railcars
|
|
3-25 years
|
|
121,159
|
|
|
117,377
|
|
||
Water treatment facilities and equipment
|
|
3-30 years
|
|
601,139
|
|
|
557,100
|
|
||
Crude oil tanks and related equipment
|
|
2-30 years
|
|
218,588
|
|
|
203,003
|
|
||
Barges and towboats
|
|
5-30 years
|
|
92,712
|
|
|
91,037
|
|
||
Information technology equipment
|
|
3-7 years
|
|
30,749
|
|
|
34,662
|
|
||
Buildings and leasehold improvements
|
|
3-40 years
|
|
147,442
|
|
|
131,234
|
|
||
Land
|
|
|
|
51,816
|
|
|
40,125
|
|
||
Tank bottoms and line fill (1)
|
|
|
|
20,118
|
|
|
24,462
|
|
||
Other
|
|
3-20 years
|
|
11,794
|
|
|
37,481
|
|
||
Construction in progress
|
|
|
|
77,596
|
|
|
87,476
|
|
||
|
|
|
|
1,861,952
|
|
|
1,787,100
|
|
||
Accumulated depreciation
|
|
|
|
(343,345
|
)
|
|
(257,657
|
)
|
||
Net property, plant and equipment
|
|
|
|
$
|
1,518,607
|
|
|
$
|
1,529,443
|
|
|
(1)
|
Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost
.
We recover tank bottoms when the storage tanks are removed from service.
Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Depreciation expense
|
|
$
|
100,576
|
|
|
$
|
90,474
|
|
|
$
|
111,703
|
|
Capitalized interest expense
|
|
$
|
182
|
|
|
$
|
6,887
|
|
|
$
|
4,012
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Crude Oil Logistics (1)
|
|
$
|
(3,144
|
)
|
|
$
|
8,124
|
|
|
$
|
54,952
|
|
Water Solutions
|
|
8,117
|
|
|
7,169
|
|
|
1,485
|
|
|||
Liquids
|
|
639
|
|
|
92
|
|
|
(2,992
|
)
|
|||
Refined Products and Renewables
|
|
15
|
|
|
91
|
|
|
3,080
|
|
|||
Corporate
|
|
8
|
|
|
(1
|
)
|
|
—
|
|
|||
Total
|
|
$
|
5,635
|
|
|
$
|
15,475
|
|
|
$
|
56,525
|
|
|
(1)
|
Amounts for the
year ended March 31,
2018
primarily relate to losses from the disposal of certain assets and the write-down of other assets, offset by a gain related to the sale of excess pipe. Amounts for the year ended
March 31, 2017
primarily relate to losses from the sale of certain assets, including excess pipe. Amounts for the
year ended March 31,
2016
primarily relate to the write-down of pipe we no longer expected to use in our originally planned pipeline from Colorado to Oklahoma.
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balances at March 31, 2016
|
$
|
579,846
|
|
|
$
|
290,915
|
|
|
$
|
266,046
|
|
|
$
|
51,127
|
|
|
$
|
1,187,934
|
|
Revisions to acquisition accounting
|
—
|
|
|
(1,110
|
)
|
|
—
|
|
|
—
|
|
|
(1,110
|
)
|
|||||
Acquisitions
|
—
|
|
|
9,803
|
|
|
—
|
|
|
—
|
|
|
9,803
|
|
|||||
Adjustment to initial impairment estimate
|
—
|
|
|
124,662
|
|
|
—
|
|
|
—
|
|
|
124,662
|
|
|||||
Balances at March 31, 2017
|
579,846
|
|
|
424,270
|
|
|
266,046
|
|
|
51,127
|
|
|
1,321,289
|
|
|||||
Revisions to acquisition accounting (Note 4)
|
—
|
|
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
(116,877
|
)
|
|
—
|
|
|
(116,877
|
)
|
|||||
Balances at March 31, 2018
|
$
|
579,846
|
|
|
$
|
424,465
|
|
|
$
|
149,169
|
|
|
$
|
51,127
|
|
|
$
|
1,204,607
|
|
|
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
Description
|
|
Amortizable
Lives
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||
|
|
|
|
(in thousands)
|
||||||||||||||||||||||
Amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
3-20 years
|
|
$
|
718,763
|
|
|
$
|
(328,666
|
)
|
|
$
|
390,097
|
|
|
$
|
733,014
|
|
|
$
|
(271,457
|
)
|
|
$
|
461,557
|
|
Customer commitments
|
|
10 years
|
|
310,000
|
|
|
(43,917
|
)
|
|
266,083
|
|
|
310,000
|
|
|
(12,917
|
)
|
|
297,083
|
|
||||||
Pipeline capacity rights
|
|
30 years
|
|
161,785
|
|
|
(17,045
|
)
|
|
144,740
|
|
|
161,785
|
|
|
(11,652
|
)
|
|
150,133
|
|
||||||
Rights-of-way and easements
|
|
1-40 years
|
|
63,995
|
|
|
(3,214
|
)
|
|
60,781
|
|
|
63,402
|
|
|
(2,154
|
)
|
|
61,248
|
|
||||||
Executory contracts and other agreements
|
|
3-30 years
|
|
42,919
|
|
|
(15,424
|
)
|
|
27,495
|
|
|
29,036
|
|
|
(20,457
|
)
|
|
8,579
|
|
||||||
Non-compete agreements
|
|
2-32 years
|
|
5,465
|
|
|
(706
|
)
|
|
4,759
|
|
|
16,190
|
|
|
(9,296
|
)
|
|
6,894
|
|
||||||
Trade names
|
|
1-10 years
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,705
|
|
|
(11,705
|
)
|
|
—
|
|
||||||
Debt issuance costs (1)
|
|
5 years
|
|
40,992
|
|
|
(24,593
|
)
|
|
16,399
|
|
|
38,983
|
|
|
(20,025
|
)
|
|
18,958
|
|
||||||
Total amortizable
|
|
|
|
1,343,919
|
|
|
(433,565
|
)
|
|
910,354
|
|
|
1,364,115
|
|
|
(359,663
|
)
|
|
1,004,452
|
|
||||||
Non-amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
Total non-amortizable
|
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
Total
|
|
|
|
$
|
1,346,719
|
|
|
$
|
(433,565
|
)
|
|
$
|
913,154
|
|
|
$
|
1,366,915
|
|
|
$
|
(359,663
|
)
|
|
$
|
1,007,252
|
|
|
(1)
|
Includes debt issuance costs related to the Revolving Credit Facility (as defined herein). Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. We incurred
$9.7 million
in debt issuance costs related to the February 2017 amendment and restatement of our Credit Agreement (as defined herein).
|
|
|
Year Ended March 31,
|
||||||||||
Recorded In
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Depreciation and amortization
|
|
$
|
108,444
|
|
|
$
|
89,765
|
|
|
$
|
81,229
|
|
Cost of sales
|
|
6,099
|
|
|
6,828
|
|
|
6,700
|
|
|||
Interest expense
|
|
4,568
|
|
|
4,471
|
|
|
8,942
|
|
|||
Total
|
|
$
|
119,111
|
|
|
$
|
101,064
|
|
|
$
|
96,871
|
|
Year Ending March 31,
|
|
|
|
2019
|
$
|
114,832
|
|
2020
|
112,974
|
|
|
2021
|
100,966
|
|
|
2022
|
86,474
|
|
|
2023
|
77,033
|
|
|
Thereafter
|
418,075
|
|
|
Total
|
$
|
910,354
|
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
|
|
Face
Amount |
|
Unamortized
Debt Issuance Costs (1) |
|
Book
Value |
|
Face
Amount |
|
Unamortized
Debt Issuance Costs (1) |
|
Book
Value |
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Revolving credit facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Expansion capital borrowings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital borrowings
|
|
969,500
|
|
|
—
|
|
|
969,500
|
|
|
814,500
|
|
|
—
|
|
|
814,500
|
|
||||||
Senior secured notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
(4,559
|
)
|
|
245,441
|
|
||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
5.125% Notes due 2019
|
|
353,424
|
|
|
(1,653
|
)
|
|
351,771
|
|
|
379,458
|
|
|
(3,191
|
)
|
|
376,267
|
|
||||||
6.875% Notes due 2021
|
|
367,048
|
|
|
(4,499
|
)
|
|
362,549
|
|
|
367,048
|
|
|
(5,812
|
)
|
|
361,236
|
|
||||||
7.500% Notes due 2023
|
|
615,947
|
|
|
(8,542
|
)
|
|
607,405
|
|
|
700,000
|
|
|
(11,329
|
)
|
|
688,671
|
|
||||||
6.125% Notes due 2025
|
|
389,135
|
|
|
(5,951
|
)
|
|
383,184
|
|
|
500,000
|
|
|
(8,567
|
)
|
|
491,433
|
|
||||||
Other long-term debt
|
|
5,977
|
|
|
—
|
|
|
5,977
|
|
|
6,837
|
|
|
—
|
|
|
6,837
|
|
||||||
|
|
2,701,031
|
|
|
(20,645
|
)
|
|
2,680,386
|
|
|
3,017,843
|
|
|
(33,458
|
)
|
|
2,984,385
|
|
||||||
Less: Current maturities
|
|
646
|
|
|
—
|
|
|
646
|
|
|
25,859
|
|
|
—
|
|
|
25,859
|
|
||||||
Long-term debt
|
|
$
|
2,700,385
|
|
|
$
|
(20,645
|
)
|
|
$
|
2,679,740
|
|
|
$
|
2,991,984
|
|
|
$
|
(33,458
|
)
|
|
$
|
2,958,526
|
|
|
(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.
|
Year Ending March 31,
|
|
|
||
2019
|
|
$
|
4,945
|
|
2020
|
|
4,031
|
|
|
2021
|
|
3,658
|
|
|
2022
|
|
3,076
|
|
|
2023
|
|
2,388
|
|
|
Thereafter
|
|
2,547
|
|
|
Total
|
|
$
|
20,645
|
|
|
|
|
|
Senior Secured
|
|
Interest
|
|
Total Leverage
|
||||
Period Beginning
|
|
Leverage Ratio (1)
|
|
Leverage Ratio (1)
|
|
Coverage Ratio (2)
|
|
Indebtedness Ratio (1)
|
||||
March 31, 2018
|
|
4.75
|
|
|
3.25
|
|
|
2.50
|
|
|
—
|
|
December 31, 2018
|
|
4.75
|
|
|
3.25
|
|
|
2.75
|
|
|
—
|
|
March 31, 2019 and thereafter
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.50
|
|
|
(1)
|
Represents the maximum ratio for the period presented.
|
(2)
|
Represents the minimum ratio for the period presented.
|
|
|
Year Ended March 31,
|
||
|
|
2018
|
||
Senior Secured Notes
|
|
|
||
Notes repurchased
|
|
$
|
230,500
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
250,179
|
|
Loss on early extinguishment of debt (1)
|
|
$
|
(23,971
|
)
|
|
(1)
|
Loss on the early extinguishment of debt for the Senior Secured Notes during the year ended
March 31, 2018
is inclusive of the write-off of debt issuance costs of
$4.3 million
. The loss is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
2019 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
26,034
|
|
|
$
|
9,009
|
|
|
$
|
11,533
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
26,002
|
|
|
$
|
7,099
|
|
|
$
|
6,972
|
|
(Loss) gain on early extinguishment of debt (1)
|
|
$
|
(140
|
)
|
|
$
|
1,759
|
|
|
$
|
4,483
|
|
|
|
|
|
|
|
|
||||||
2021 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
—
|
|
|
$
|
21,241
|
|
|
$
|
61,711
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
—
|
|
|
$
|
14,094
|
|
|
$
|
36,449
|
|
Gain on early extinguishment of debt (2)
|
|
$
|
—
|
|
|
$
|
6,748
|
|
|
$
|
24,049
|
|
|
|
|
|
|
|
|
||||||
2023 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
84,053
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
83,967
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss on early extinguishment of debt (3)
|
|
$
|
(1,136
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
2025 Notes
|
|
|
|
|
|
|
||||||
Notes repurchased
|
|
$
|
110,865
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid (excluding payments of accrued interest)
|
|
$
|
107,050
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain on early extinguishment of debt (4)
|
|
$
|
2,046
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
(Loss) gain on the early extinguishment of debt
for the 2019 Notes during the
years ended March 31,
2018
,
2017
and
2016
is inclusive of the write off of debt issuance costs of
$0.2 million
,
$0.2 million
and
$0.1 million
, respectively. The (loss) gain is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
(2)
|
Gain on the early extinguishment of debt
for the 2021 Notes during the
years ended March 31,
2017
and
2016
is inclusive of the write off of debt issuance costs of
$0.4 million
and
$1.2 million
, respectively. The gain is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
(3)
|
Loss on the early extinguishment of debt
for the 2023 Notes during the year ended
March 31, 2018
is inclusive of the write off of debt issuance costs of
$1.2 million
. The loss is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
(4)
|
Gain on the early extinguishment of debt
for the 2025 Notes during the year ended
March 31, 2018
is inclusive of the write off of debt issuance costs of
$1.8 million
. The gain is reported within
(loss) gain on early extinguishment of liabilities, net
within our consolidated statement of operations.
|
Year Ending March 31,
|
|
Revolving
Credit Facility |
|
Senior Unsecured Notes
|
|
Other
Long-Term
Debt
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
646
|
|
|
$
|
646
|
|
2020
|
|
—
|
|
|
353,424
|
|
|
648
|
|
|
354,072
|
|
||||
2021
|
|
—
|
|
|
—
|
|
|
4,683
|
|
|
4,683
|
|
||||
2022
|
|
969,500
|
|
|
367,048
|
|
|
—
|
|
|
1,336,548
|
|
||||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Thereafter
|
|
—
|
|
|
1,005,082
|
|
|
—
|
|
|
1,005,082
|
|
||||
Total
|
|
$
|
969,500
|
|
|
$
|
1,725,554
|
|
|
$
|
5,977
|
|
|
$
|
2,701,031
|
|
Balance at March 31, 2016
|
|
$
|
5,574
|
|
Liabilities incurred
|
|
1,703
|
|
|
Liabilities assumed in acquisitions
|
|
406
|
|
|
Liabilities settled
|
|
(19
|
)
|
|
Accretion expense
|
|
517
|
|
|
Balance at March 31, 2017
|
|
8,181
|
|
|
Liabilities incurred
|
|
592
|
|
|
Liabilities assumed in acquisitions
|
|
21
|
|
|
Liabilities settled
|
|
(549
|
)
|
|
Accretion expense
|
|
888
|
|
|
Balance at March 31, 2018
|
|
$
|
9,133
|
|
Year Ending March 31,
|
|
||
2019
|
$
|
131,044
|
|
2020
|
114,685
|
|
|
2021
|
98,364
|
|
|
2022
|
70,242
|
|
|
2023
|
52,571
|
|
|
Thereafter
|
44,501
|
|
|
Total
|
$
|
511,407
|
|
|
|
Crude Oil (1)
|
|
Natural Gas Liquids
|
||||||||||
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
Fixed-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
77,015
|
|
|
1,230
|
|
|
$
|
5,616
|
|
|
8,183
|
|
|
|
|
|
|
|
|
|
|
||||||
Index-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
1,403,823
|
|
|
23,559
|
|
|
$
|
502,428
|
|
|
582,456
|
|
2020
|
|
567,987
|
|
|
10,938
|
|
|
—
|
|
|
—
|
|
||
2021
|
|
453,328
|
|
|
9,330
|
|
|
—
|
|
|
—
|
|
||
2022
|
|
363,302
|
|
|
7,738
|
|
|
—
|
|
|
—
|
|
||
2023
|
|
256,327
|
|
|
5,482
|
|
|
—
|
|
|
—
|
|
||
Thereafter
|
|
191,010
|
|
|
4,112
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
3,235,777
|
|
|
61,159
|
|
|
$
|
502,428
|
|
|
582,456
|
|
|
(1)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, we have not entered into corresponding long-term sales contracts for volumes we may not receive.
|
|
|
Crude Oil
|
|
Natural Gas Liquids
|
||||||||||
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
Fixed-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
77,132
|
|
|
1,230
|
|
|
$
|
26,140
|
|
|
30,917
|
|
2020
|
|
—
|
|
|
—
|
|
|
356
|
|
|
415
|
|
||
2021
|
|
—
|
|
|
—
|
|
|
28
|
|
|
30
|
|
||
Total
|
|
$
|
77,132
|
|
|
1,230
|
|
|
$
|
26,524
|
|
|
31,362
|
|
|
|
|
|
|
|
|
|
|
||||||
Index-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
1,261,876
|
|
|
20,262
|
|
|
$
|
438,577
|
|
|
413,866
|
|
2020
|
|
94,660
|
|
|
1,599
|
|
|
2,022
|
|
|
2,253
|
|
||
Total
|
|
$
|
1,356,536
|
|
|
21,861
|
|
|
$
|
440,599
|
|
|
416,119
|
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount
Per Unit
|
|
Amount Paid to
Limited Partners
|
|
Amount Paid to
General Partner
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||
April 24, 2015
|
|
May 5, 2015
|
|
May 15, 2015
|
|
$
|
0.6250
|
|
|
$
|
59,651
|
|
|
$
|
13,446
|
|
July 23, 2015
|
|
August 3, 2015
|
|
August 14, 2015
|
|
$
|
0.6325
|
|
|
$
|
66,248
|
|
|
$
|
15,483
|
|
October 22, 2015
|
|
November 3, 2015
|
|
November 13, 2015
|
|
$
|
0.6400
|
|
|
$
|
67,313
|
|
|
$
|
16,277
|
|
January 21, 2016
|
|
February 3, 2016
|
|
February 15, 2016
|
|
$
|
0.6400
|
|
|
$
|
67,310
|
|
|
$
|
16,279
|
|
April 21, 2016
|
|
May 3, 2016
|
|
May 13, 2016
|
|
$
|
0.3900
|
|
|
$
|
40,626
|
|
|
$
|
70
|
|
July 22, 2016
|
|
August 4, 2016
|
|
August 12, 2016
|
|
$
|
0.3900
|
|
|
$
|
41,146
|
|
|
$
|
71
|
|
October 20, 2016
|
|
November 4, 2016
|
|
November 14, 2016
|
|
$
|
0.3900
|
|
|
$
|
41,907
|
|
|
$
|
72
|
|
January 19, 2017
|
|
February 3, 2017
|
|
February 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
42,923
|
|
|
$
|
74
|
|
April 24, 2017
|
|
May 8, 2017
|
|
May 15, 2017
|
|
$
|
0.3900
|
|
|
$
|
46,870
|
|
|
$
|
80
|
|
July 20, 2017
|
|
August 4, 2017
|
|
August 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
47,460
|
|
|
$
|
81
|
|
October 19, 2017
|
|
November 6, 2017
|
|
November 14, 2017
|
|
$
|
0.3900
|
|
|
$
|
47,000
|
|
|
$
|
81
|
|
January 23, 2018
|
|
February 6, 2018
|
|
February 14, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,223
|
|
|
$
|
81
|
|
April 24, 2018
|
|
May 7, 2018
|
|
May 15, 2018
|
|
$
|
0.3900
|
|
|
$
|
47,374
|
|
|
$
|
82
|
|
Record Date
|
|
Equivalent Units
Not Eligible |
|
May 5, 2015
|
|
8,352,902
|
|
February 3, 2016
|
|
223,077
|
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount
Per Unit |
|
Amount Paid
To NGL |
|
Amount Paid To
Other Partners |
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||
April 13, 2015
|
|
April 30, 2015
|
|
May 7, 2015
|
|
$
|
0.6650
|
|
|
$
|
4,007
|
|
|
$
|
8,617
|
|
July 13, 2015
|
|
July 31, 2015
|
|
August 7, 2015
|
|
$
|
0.6650
|
|
|
$
|
4,007
|
|
|
$
|
8,617
|
|
October 12, 2015
|
|
October 30, 2015
|
|
November 6, 2015
|
|
$
|
0.6650
|
|
|
$
|
4,007
|
|
|
$
|
8,617
|
|
January 19, 2016
|
|
January 29, 2016
|
|
February 8, 2016
|
|
$
|
0.6700
|
|
|
$
|
4,104
|
|
|
$
|
8,681
|
|
Date Declared
|
|
Date Paid
|
|
Amount Paid to Class A
Preferred Unitholders |
||
|
|
|
|
(in thousands)
|
||
July 22, 2016
|
|
August 12, 2016
|
|
$
|
1,795
|
|
October 20, 2016
|
|
November 14, 2016
|
|
$
|
6,449
|
|
January 19, 2017
|
|
February 14, 2017
|
|
$
|
6,449
|
|
April 24, 2017
|
|
May 15, 2017
|
|
$
|
6,449
|
|
July 20, 2017
|
|
August 14, 2017
|
|
$
|
6,449
|
|
October 19, 2017
|
|
November 14, 2017
|
|
$
|
6,449
|
|
January 23, 2018
|
|
February 14, 2018
|
|
$
|
6,449
|
|
April 24, 2018
|
|
May 15, 2018
|
|
$
|
6,449
|
|
Date Declared
|
|
Record Date
|
|
Date Paid
|
|
Amount Paid to Class B
Preferred Unitholders |
||
|
|
|
|
|
|
(in thousands)
|
||
September 18, 2017
|
|
September 29, 2017
|
|
October 16, 2017
|
|
$
|
5,670
|
|
December 19, 2017
|
|
December 29, 2017
|
|
January 15, 2018
|
|
$
|
4,725
|
|
March 19, 2018
|
|
April 2, 2018
|
|
April 16, 2018
|
|
$
|
4,725
|
|
Unvested Service Award units at March 31, 2015
|
|
2,260,400
|
|
Units granted
|
|
1,484,412
|
|
Units vested and issued
|
|
(844,626
|
)
|
Units withheld for employee taxes
|
|
(464,054
|
)
|
Units forfeited
|
|
(139,000
|
)
|
Unvested Service Award units at March 31, 2016
|
|
2,297,132
|
|
Units granted
|
|
3,124,600
|
|
Units vested and issued
|
|
(2,350,082
|
)
|
Units forfeited
|
|
(363,150
|
)
|
Unvested Service Award units at March 31, 2017
|
|
2,708,500
|
|
Units granted
|
|
1,964,911
|
|
Units vested and issued
|
|
(2,260,011
|
)
|
Units forfeited
|
|
(134,525
|
)
|
Unvested Service Award units at March 31, 2018
|
|
2,278,875
|
|
Year Ending March 31,
|
|
Number of Units
|
|
2019
|
|
935,975
|
|
2020
|
|
969,475
|
|
2021
|
|
373,425
|
|
Total
|
|
2,278,875
|
|
Vesting Date of Tranche
|
|
Performance Period for Tranche
|
July 1, 2018
|
|
July 1, 2015 through June 30, 2018
|
July 1, 2019
|
|
July 1, 2016 through June 30, 2019
|
July 1, 2020
|
|
July 1, 2017 through June 30, 2020
|
Our Relative Total Unitholder Return Percentile Ranking
|
|
Payout (% of Target Units)
|
Less than 50th percentile
|
|
0%
|
Between the 50th and 75th percentile
|
|
50%–100%
|
Between the 75th and 90th percentile
|
|
100%–200%
|
Above the 90th percentile
|
|
200%
|
Unvested Performance Award units at March 31, 2015
|
|
—
|
|
Units granted
|
|
1,041,073
|
|
Units vested and issued
|
|
(349,691
|
)
|
Units forfeited
|
|
(54,000
|
)
|
Unvested Performance Award units at March 31, 2016
|
|
637,382
|
|
Units granted
|
|
932,309
|
|
Units forfeited
|
|
(380,691
|
)
|
Unvested Performance Award units at March 31, 2017
|
|
1,189,000
|
|
Units granted
|
|
224,000
|
|
Units forfeited
|
|
(496,000
|
)
|
Unvested Performance Award units at March 31, 2018
|
|
917,000
|
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||
|
|
Derivative
Assets |
|
Derivative
Liabilities |
|
Derivative
Assets |
|
Derivative
Liabilities |
||||||||
|
|
(in thousands)
|
||||||||||||||
Level 1 measurements
|
|
$
|
5,093
|
|
|
$
|
(20,186
|
)
|
|
$
|
2,590
|
|
|
$
|
(21,113
|
)
|
Level 2 measurements
|
|
48,752
|
|
|
(54,410
|
)
|
|
38,729
|
|
|
(27,799
|
)
|
||||
|
|
53,845
|
|
|
(74,596
|
)
|
|
41,319
|
|
|
(48,912
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Netting of counterparty contracts (1)
|
|
(2,922
|
)
|
|
2,922
|
|
|
(1,508
|
)
|
|
1,508
|
|
||||
Net cash collateral (held) provided
|
|
(1,762
|
)
|
|
17,263
|
|
|
(1,035
|
)
|
|
19,604
|
|
||||
Commodity derivatives
|
|
$
|
49,161
|
|
|
$
|
(54,411
|
)
|
|
$
|
38,776
|
|
|
$
|
(27,800
|
)
|
|
(1)
|
Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty.
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Prepaid expenses and other current assets
|
|
$
|
49,161
|
|
|
$
|
38,711
|
|
Other noncurrent assets
|
|
—
|
|
|
65
|
|
||
Accrued expenses and other payables
|
|
(51,039
|
)
|
|
(27,622
|
)
|
||
Other noncurrent liabilities
|
|
(3,372
|
)
|
|
(178
|
)
|
||
Net commodity derivative (liability) asset
|
|
$
|
(5,250
|
)
|
|
$
|
10,976
|
|
Contracts
|
|
Settlement Period
|
|
Net Long
(Short) Notional Units (in barrels) |
|
Fair Value
of Net Assets (Liabilities) |
|||
|
|
|
|
(in thousands)
|
|||||
At March 31, 2018:
|
|
|
|
|
|
|
|||
Cross-commodity (1)
|
|
April 2018–March 2019
|
|
155
|
|
|
$
|
(430
|
)
|
Crude oil fixed-price (2)
|
|
April 2018–December 2019
|
|
(1,376
|
)
|
|
(8,960
|
)
|
|
Crude oil index (2)
|
|
April 2018–April 2018
|
|
(10
|
)
|
|
(6
|
)
|
|
Propane fixed-price (2)
|
|
April 2018–February 2019
|
|
14
|
|
|
1,849
|
|
|
Refined products fixed-price (2)
|
|
April 2018–January 2020
|
|
(5,419
|
)
|
|
(17,081
|
)
|
|
Refined products index (2)
|
|
April 2018–April 2018
|
|
(4
|
)
|
|
(17
|
)
|
|
Other
|
|
April 2018–March 2022
|
|
|
|
3,894
|
|
||
|
|
|
|
|
|
(20,751
|
)
|
||
Net cash collateral provided
|
|
|
|
|
|
15,501
|
|
||
Net commodity derivative liability
|
|
|
|
|
|
$
|
(5,250
|
)
|
|
|
|
|
|
|
|
|
|||
At March 31, 2017:
|
|
|
|
|
|
|
|||
Crude oil fixed-price (2)
|
|
April 2017–May 2017
|
|
(800
|
)
|
|
$
|
(55
|
)
|
Propane fixed-price (2)
|
|
October 2018–December 2018
|
|
220
|
|
|
1,082
|
|
|
Refined products fixed-price (2)
|
|
April 2017–January 2019
|
|
(4,682
|
)
|
|
(7,729
|
)
|
|
Refined products index (2)
|
|
April 2017–December 2017
|
|
(18
|
)
|
|
(103
|
)
|
|
Other
|
|
April 2017–March 2022
|
|
|
|
(788
|
)
|
||
|
|
|
|
|
|
(7,593
|
)
|
||
Net cash collateral provided
|
|
|
|
|
|
18,569
|
|
||
Net commodity derivative asset
|
|
|
|
|
|
$
|
10,976
|
|
|
(1)
|
We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different commodity price indices. These contracts are derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price.
|
(2)
|
We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.
|
Senior Unsecured Notes:
|
|
||
2019 Notes
|
$
|
353,208
|
|
2021 Notes
|
$
|
366,819
|
|
2023 Notes
|
$
|
618,072
|
|
2025 Notes
|
$
|
370,651
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude Oil Logistics:
|
|
|
|
|
|
|
||||||
Crude oil sales
|
|
$
|
2,151,203
|
|
|
$
|
1,603,667
|
|
|
$
|
3,170,891
|
|
Crude oil transportation and other
|
|
122,786
|
|
|
70,027
|
|
|
55,882
|
|
|||
Elimination of intersegment sales
|
|
(13,914
|
)
|
|
(6,810
|
)
|
|
(9,694
|
)
|
|||
Total Crude Oil Logistics revenues
|
|
2,260,075
|
|
|
1,666,884
|
|
|
3,217,079
|
|
|||
Water Solutions:
|
|
|
|
|
|
|
||||||
Service fees
|
|
149,114
|
|
|
110,049
|
|
|
136,710
|
|
|||
Recovered hydrocarbons
|
|
58,948
|
|
|
31,103
|
|
|
41,090
|
|
|||
Other revenues
|
|
21,077
|
|
|
18,449
|
|
|
7,201
|
|
|||
Total Water Solutions revenues
|
|
229,139
|
|
|
159,601
|
|
|
185,001
|
|
|||
Liquids:
|
|
|
|
|
|
|
||||||
Propane sales
|
|
1,203,486
|
|
|
807,172
|
|
|
618,919
|
|
|||
Butane sales
|
|
562,066
|
|
|
391,265
|
|
|
317,994
|
|
|||
Other product sales
|
|
432,570
|
|
|
308,031
|
|
|
302,181
|
|
|||
Other revenues
|
|
22,548
|
|
|
32,648
|
|
|
35,943
|
|
|||
Elimination of intersegment sales
|
|
(4,685
|
)
|
|
(1,944
|
)
|
|
(1,045
|
)
|
|||
Total Liquids revenues
|
|
2,215,985
|
|
|
1,537,172
|
|
|
1,273,992
|
|
|||
Refined Products and Renewables:
|
|
|
|
|
|
|
||||||
Refined products sales
|
|
11,827,222
|
|
|
8,884,976
|
|
|
6,294,008
|
|
|||
Renewables sales
|
|
373,669
|
|
|
447,232
|
|
|
390,753
|
|
|||
Service fees
|
|
300
|
|
|
10,963
|
|
|
108,221
|
|
|||
Elimination of intersegment sales
|
|
(268
|
)
|
|
(469
|
)
|
|
(870
|
)
|
|||
Total Refined Products and Renewables revenues
|
|
12,200,923
|
|
|
9,342,702
|
|
|
6,792,112
|
|
|||
Corporate and Other
|
|
1,174
|
|
|
844
|
|
|
462
|
|
|||
Total revenues
|
|
$
|
16,907,296
|
|
|
$
|
12,707,203
|
|
|
$
|
11,468,646
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
|
$
|
80,387
|
|
|
$
|
54,144
|
|
|
$
|
39,363
|
|
Water Solutions
|
|
98,623
|
|
|
101,758
|
|
|
91,685
|
|
|||
Liquids
|
|
24,937
|
|
|
19,163
|
|
|
15,642
|
|
|||
Refined Products and Renewables
|
|
1,294
|
|
|
1,562
|
|
|
40,861
|
|
|||
Corporate and Other
|
|
3,779
|
|
|
3,612
|
|
|
5,381
|
|
|||
Total depreciation and amortization
|
|
$
|
209,020
|
|
|
$
|
180,239
|
|
|
$
|
192,932
|
|
Operating Income (Loss):
|
|
|
|
|
|
|
||||||
Crude Oil Logistics
|
|
$
|
122,904
|
|
|
$
|
(17,475
|
)
|
|
$
|
(40,745
|
)
|
Water Solutions
|
|
(24,231
|
)
|
|
44,587
|
|
|
(313,673
|
)
|
|||
Liquids
|
|
(93,113
|
)
|
|
43,252
|
|
|
76,173
|
|
|||
Refined Products and Renewables
|
|
56,740
|
|
|
222,546
|
|
|
226,951
|
|
|||
Corporate and Other
|
|
(79,474
|
)
|
|
(86,985
|
)
|
|
(97,405
|
)
|
|||
Total operating (loss) income
|
|
$
|
(17,174
|
)
|
|
$
|
205,925
|
|
|
$
|
(148,699
|
)
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Crude Oil Logistics
|
|
$
|
36,762
|
|
|
$
|
168,053
|
|
|
$
|
447,952
|
|
Water Solutions
|
|
102,261
|
|
|
109,008
|
|
|
243,308
|
|
|||
Liquids
|
|
25,023
|
|
|
66,864
|
|
|
50,533
|
|
|||
Refined Products and Renewables
|
|
—
|
|
|
42,175
|
|
|
25,147
|
|
|||
Corporate and Other
|
|
1,472
|
|
|
2,825
|
|
|
15,172
|
|
|||
Total
|
|
$
|
165,518
|
|
|
$
|
388,925
|
|
|
$
|
782,112
|
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Long-lived assets, net:
|
|
|
|
|
||||
Crude Oil Logistics
|
|
$
|
1,638,558
|
|
|
$
|
1,724,805
|
|
Water Solutions
|
|
1,256,143
|
|
|
1,261,944
|
|
||
Liquids (1)
|
|
501,302
|
|
|
619,204
|
|
||
Refined Products and Renewables
|
|
208,849
|
|
|
215,637
|
|
||
Corporate and Other
|
|
31,516
|
|
|
36,394
|
|
||
Total
|
|
$
|
3,636,368
|
|
|
$
|
3,857,984
|
|
|
(1)
|
Includes
$0.6 million
and
$0.7 million
of non-US long-lived assets at
March 31, 2018
and
2017
, respectively.
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Total assets:
|
|
|
|
|
||||
Crude Oil Logistics
|
|
$
|
2,285,813
|
|
|
$
|
2,538,768
|
|
Water Solutions
|
|
1,323,171
|
|
|
1,301,415
|
|
||
Liquids (1)
|
|
717,690
|
|
|
767,597
|
|
||
Refined Products and Renewables
|
|
1,204,633
|
|
|
988,073
|
|
||
Corporate and Other
|
|
102,211
|
|
|
105,106
|
|
||
Assets Held for Sale
|
|
517,604
|
|
|
619,420
|
|
||
Total
|
|
$
|
6,151,122
|
|
|
$
|
6,320,379
|
|
|
(1)
|
Includes
$27.5 million
and
$7.9 million
of non-US total assets at
March 31, 2018
and
2017
, respectively.
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Sales to SemGroup
|
|
$
|
606
|
|
|
$
|
3,866
|
|
|
$
|
43,825
|
|
Purchases from SemGroup
|
|
$
|
5,034
|
|
|
$
|
12,254
|
|
|
$
|
53,209
|
|
Sales to equity method investees
|
|
$
|
294
|
|
|
$
|
692
|
|
|
$
|
14,836
|
|
Purchases from equity method investees
|
|
$
|
66,820
|
|
|
$
|
121,336
|
|
|
$
|
113,780
|
|
Sales to entities affiliated with management
|
|
$
|
268
|
|
|
$
|
290
|
|
|
$
|
318
|
|
Purchases from entities affiliated with management
|
|
$
|
3,870
|
|
|
$
|
15,209
|
|
|
$
|
45,197
|
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Receivables from SemGroup
|
|
$
|
49
|
|
|
$
|
6,668
|
|
Receivables from NGL Energy Holdings LLC
|
|
4,693
|
|
|
—
|
|
||
Receivables from equity method investees
|
|
6
|
|
|
15
|
|
||
Receivables from entities affiliated with management
|
|
24
|
|
|
26
|
|
||
Total
|
|
$
|
4,772
|
|
|
$
|
6,709
|
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Payables to SemGroup
|
|
$
|
—
|
|
|
$
|
6,571
|
|
Payables to equity method investees
|
|
8
|
|
|
1,306
|
|
||
Payables to entities affiliated with management
|
|
1,246
|
|
|
41
|
|
||
Total
|
|
$
|
1,254
|
|
|
$
|
7,918
|
|
Current assets
|
$
|
276
|
|
Property, plant and equipment
|
1,366
|
|
|
Intangible assets (customer relationships)
|
4,782
|
|
|
Fair value of net assets acquired
|
$
|
6,424
|
|
•
|
Termination of the development agreement (see
Note 7
);
|
•
|
Additional interest in the water pipeline company we acquired in January 2016;
|
•
|
Release of contingent consideration liabilities attributed to certain of our water treatment and disposal facilities;
|
•
|
Certain parcels of land and permits to develop saltwater disposal wells and other parcels of land containing water wells and equipment; and
|
•
|
A
two
-year non-compete agreement with the counterparty.
|
|
Quarter Ended
|
|
Year Ended
|
||||||||||||||||
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
|
March 31, 2018
|
|
March 31, 2018
|
||||||||||
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||||||
Total revenues
|
$
|
3,730,705
|
|
|
$
|
3,876,676
|
|
|
$
|
4,353,783
|
|
|
$
|
4,946,132
|
|
|
$
|
16,907,296
|
|
Total cost of sales
|
$
|
3,628,683
|
|
|
$
|
3,757,450
|
|
|
$
|
4,235,867
|
|
|
$
|
4,790,641
|
|
|
$
|
16,412,641
|
|
Net (loss) income
|
$
|
(63,707
|
)
|
|
$
|
(173,579
|
)
|
|
$
|
56,769
|
|
|
$
|
110,912
|
|
|
$
|
(69,605
|
)
|
Net (loss) income attributable to NGL Energy Partners LP
|
$
|
(63,362
|
)
|
|
$
|
(173,371
|
)
|
|
$
|
56,256
|
|
|
$
|
109,602
|
|
|
$
|
(70,875
|
)
|
Basic (loss) income per common unit
|
$
|
(0.61
|
)
|
|
$
|
(1.56
|
)
|
|
$
|
0.33
|
|
|
$
|
0.76
|
|
|
$
|
(1.08
|
)
|
Diluted (loss) income per common unit
|
$
|
(0.61
|
)
|
|
$
|
(1.56
|
)
|
|
$
|
0.32
|
|
|
$
|
0.71
|
|
|
$
|
(1.08
|
)
|
Basic weighted average common units outstanding
|
120,535,909
|
|
|
121,314,636
|
|
|
120,844,008
|
|
|
121,271,959
|
|
|
120,991,340
|
|
|||||
Diluted weighted average common units outstanding
|
120,535,909
|
|
|
121,314,636
|
|
|
124,161,966
|
|
|
146,868,349
|
|
|
120,991,340
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Quarter Ended
|
|
Year Ended
|
||||||||||||||||
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
|
March 31, 2017
|
|
March 31, 2017
|
||||||||||
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||||||
Total revenues
|
$
|
2,673,731
|
|
|
$
|
3,005,460
|
|
|
$
|
3,311,532
|
|
|
$
|
3,716,480
|
|
|
$
|
12,707,203
|
|
Total cost of sales
|
$
|
2,553,768
|
|
|
$
|
2,919,052
|
|
|
$
|
3,201,059
|
|
|
$
|
3,554,525
|
|
|
$
|
12,228,404
|
|
Net income (loss)
|
$
|
182,753
|
|
|
$
|
(66,658
|
)
|
|
$
|
1,293
|
|
|
$
|
26,486
|
|
|
$
|
143,874
|
|
Net income (loss) attributable to NGL Energy Partners LP
|
$
|
176,920
|
|
|
$
|
(66,599
|
)
|
|
$
|
976
|
|
|
$
|
25,745
|
|
|
$
|
137,042
|
|
Basic income (loss) per common unit
|
$
|
1.66
|
|
|
$
|
(0.71
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.14
|
|
|
$
|
0.99
|
|
Diluted income (loss) per common unit
|
$
|
1.38
|
|
|
$
|
(0.71
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.14
|
|
|
$
|
0.95
|
|
Basic weighted average common units outstanding
|
104,169,573
|
|
|
106,186,389
|
|
|
107,966,901
|
|
|
114,131,764
|
|
|
108,091,486
|
|
|||||
Diluted weighted average common units outstanding
|
128,453,733
|
|
|
106,186,389
|
|
|
107,966,901
|
|
|
120,198,802
|
|
|
111,850,621
|
|
•
|
On March 30, 2018, we sold a portion of our Retail Propane segment to DCC and recorded a gain (see
Note 17
);
|
•
|
On March 30, 2018, we closed the joint venture related to Sawtooth and sold a portion of our interest in Sawtooth (see
Note 15
);
|
•
|
On December 22, 2017, we sold our previously held
interest in Glass Mountain
(see
Note 2
);
|
•
|
During the second quarter of fiscal year 2018, we recorded a goodwill impairment charge related to Sawtooth (see
Note 6
);
|
•
|
During fiscal year 2018, we repurchased a portion of our 2019 Notes, 2023 Notes and 2025 Notes and recorded
a net gain
on the early extinguishment of these notes (see
Note 8
); and
|
•
|
During the first and third quarters of fiscal year 2018, we repurchased a portion of and then all of the remaining outstanding Senior Secured Notes and recorded a loss on the early extinguishment of these notes (see
Note 8
).
|
•
|
On April 1, 2016, we sold all of the TLP common units we owned and recorded a gain (see
Note 2
);
|
•
|
On June 3, 2016, we recorded a gain on the release of contingent consideration liabilities and a loss for the termination of the development agreement (see
Note 15
);
|
•
|
On June 3, 2016, we acquired the remaining ownership interest in Grassland and revalued our previously held ownership interest to fair value and recorded a loss (see
Note 13
);
|
•
|
During the first quarter of fiscal year 2017, we recorded an adjustment of the previously recorded goodwill impairment charge estimate recognized during the three months ended March 31, 2016 (see
Note 6
);
|
•
|
During the third quarter of fiscal year 2017, we agreed to terminate a storage sublease agreement that was scheduled to commence in January 2017 and recorded a gain (see
Note 15
);
|
•
|
On October 24, 2016 and February 22, 2017, we issued the 2023 Notes and 2025 Notes, respectively (see
Note 8
); and
|
•
|
During fiscal year 2017, we repurchased a portion of our 2019 Notes and 2021 Notes and recorded a net gain on the early extinguishment of these notes (see
Note 8
).
|
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Assets Held for Sale
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
4,113
|
|
|
$
|
4,438
|
|
Accounts receivable-trade, net
|
|
45,924
|
|
|
45,049
|
|
||
Accounts receivable-affiliates
|
|
—
|
|
|
2
|
|
||
Inventories
|
|
13,250
|
|
|
17,387
|
|
||
Prepaid expenses and other current assets
|
|
2,796
|
|
|
3,399
|
|
||
Property, plant and equipment, net
|
|
201,340
|
|
|
260,830
|
|
||
Goodwill
|
|
107,951
|
|
|
130,427
|
|
||
Intangible assets, net
|
|
141,328
|
|
|
156,704
|
|
||
Other assets
|
|
902
|
|
|
1,184
|
|
||
Total assets held for sale
|
|
$
|
517,604
|
|
|
$
|
619,420
|
|
|
|
|
|
|
||||
Liabilities and Redeemable Noncontrolling Interest Held for Sale
|
|
|
|
|
||||
Accounts payable-trade
|
|
$
|
7,790
|
|
|
$
|
7,552
|
|
Accrued expenses and other payables
|
|
6,583
|
|
|
8,669
|
|
||
Advance payments received from customers
|
|
12,842
|
|
|
25,352
|
|
||
Current maturities of long-term debt
|
|
2,550
|
|
|
3,731
|
|
||
Long-term debt, net
|
|
2,888
|
|
|
4,957
|
|
||
Other liabilities
|
|
—
|
|
|
30
|
|
||
Redeemable noncontrolling interest
|
|
9,927
|
|
|
3,072
|
|
||
Total liabilities and redeemable noncontrolling interest held for sale
|
|
$
|
42,580
|
|
|
$
|
53,363
|
|
|
|
Year Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Revenues
|
|
$
|
521,511
|
|
|
$
|
413,206
|
|
|
$
|
352,977
|
|
Cost of sales
|
|
269,367
|
|
|
191,589
|
|
|
156,757
|
|
|||
Operating expenses
|
|
129,789
|
|
|
118,922
|
|
|
104,287
|
|
|||
General and administrative expense
|
|
11,322
|
|
|
10,761
|
|
|
11,982
|
|
|||
Depreciation and amortization
|
|
43,692
|
|
|
42,966
|
|
|
35,992
|
|
|||
Gain on disposal or impairment of assets, net
|
|
(88,209
|
)
|
|
(287
|
)
|
|
(137
|
)
|
|||
Operating income from discontinued operations
|
|
155,550
|
|
|
49,255
|
|
|
44,096
|
|
|||
Equity in earnings (loss) of unconsolidated entities
|
|
425
|
|
|
(746
|
)
|
|
(528
|
)
|
|||
Interest expense
|
|
(422
|
)
|
|
(484
|
)
|
|
(340
|
)
|
|||
Other income, net
|
|
1,330
|
|
|
1,052
|
|
|
1,055
|
|
|||
Income from discontinued operations before taxes (1)
|
|
156,883
|
|
|
49,077
|
|
|
44,283
|
|
|||
Income tax expense
|
|
(103
|
)
|
|
(5
|
)
|
|
(62
|
)
|
|||
Income from discontinued operations, net of tax
|
|
$
|
156,780
|
|
|
$
|
49,072
|
|
|
$
|
44,221
|
|
|
(1)
|
Includes net income attributable to redeemable noncontrolling interest of
$1.0 million
for the year ended March 31, 2018.
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,888,834
|
|
|
$
|
19,954
|
|
|
$
|
(1,492
|
)
|
|
$
|
16,907,296
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
16,412,642
|
|
|
1,491
|
|
|
(1,492
|
)
|
|
16,412,641
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
194,048
|
|
|
7,020
|
|
|
—
|
|
|
201,068
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
97,552
|
|
|
577
|
|
|
—
|
|
|
98,129
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
198,119
|
|
|
10,901
|
|
|
—
|
|
|
209,020
|
|
||||||
(Gain) loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(133,979
|
)
|
|
116,875
|
|
|
—
|
|
|
(17,104
|
)
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
20,124
|
|
|
592
|
|
|
—
|
|
|
20,716
|
|
||||||
Operating Income (Loss)
|
|
—
|
|
|
—
|
|
|
100,328
|
|
|
(117,502
|
)
|
|
—
|
|
|
(17,174
|
)
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
7,539
|
|
|
—
|
|
|
—
|
|
|
7,539
|
|
||||||
Interest expense
|
|
(142,159
|
)
|
|
—
|
|
|
(56,988
|
)
|
|
(46
|
)
|
|
45
|
|
|
(199,148
|
)
|
||||||
Loss on early extinguishment of liabilities, net
|
|
(23,201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,201
|
)
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
7,753
|
|
|
19
|
|
|
(819
|
)
|
|
6,953
|
|
||||||
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(165,360
|
)
|
|
—
|
|
|
58,632
|
|
|
(117,529
|
)
|
|
(774
|
)
|
|
(225,031
|
)
|
||||||
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(1,354
|
)
|
|
—
|
|
|
—
|
|
|
(1,354
|
)
|
||||||
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
94,485
|
|
|
—
|
|
|
(116,224
|
)
|
|
—
|
|
|
21,739
|
|
|
—
|
|
||||||
Loss From Continuing Operations
|
|
(70,875
|
)
|
|
—
|
|
|
(58,946
|
)
|
|
(117,529
|
)
|
|
20,965
|
|
|
(226,385
|
)
|
||||||
Income From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
153,431
|
|
|
2,575
|
|
|
774
|
|
|
156,780
|
|
||||||
Net (Loss) Income
|
|
(70,875
|
)
|
|
—
|
|
|
94,485
|
|
|
(114,954
|
)
|
|
21,739
|
|
|
(69,605
|
)
|
||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(240
|
)
|
|
(240
|
)
|
||||||||||
LESS: NET INCOME ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(1,030
|
)
|
|
(1,030
|
)
|
||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,485
|
|
|
$
|
(114,954
|
)
|
|
$
|
20,469
|
|
|
$
|
(70,875
|
)
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,688,354
|
|
|
$
|
19,639
|
|
|
$
|
(790
|
)
|
|
$
|
12,707,203
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
12,228,661
|
|
|
533
|
|
|
(790
|
)
|
|
12,228,404
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
182,476
|
|
|
6,527
|
|
|
—
|
|
|
189,003
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
105,402
|
|
|
403
|
|
|
—
|
|
|
105,805
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
172,798
|
|
|
7,441
|
|
|
—
|
|
|
180,239
|
|
||||||
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(208,890
|
)
|
|
—
|
|
|
—
|
|
|
(208,890
|
)
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
6,305
|
|
|
412
|
|
|
—
|
|
|
6,717
|
|
||||||
Operating Income
|
|
—
|
|
|
—
|
|
|
201,602
|
|
|
4,323
|
|
|
—
|
|
|
205,925
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
3,830
|
|
|
—
|
|
|
—
|
|
|
3,830
|
|
||||||
Revaluation of investments
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
||||||
Interest expense
|
|
(91,259
|
)
|
|
—
|
|
|
(58,607
|
)
|
|
(174
|
)
|
|
46
|
|
|
(149,994
|
)
|
||||||
Gain on early extinguishment of liabilities, net
|
|
8,507
|
|
|
—
|
|
|
16,220
|
|
|
—
|
|
|
—
|
|
|
24,727
|
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
27,205
|
|
|
—
|
|
|
(593
|
)
|
|
26,612
|
|
||||||
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(82,752
|
)
|
|
—
|
|
|
175,885
|
|
|
4,149
|
|
|
(547
|
)
|
|
96,735
|
|
||||||
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(1,933
|
)
|
|
—
|
|
|
—
|
|
|
(1,933
|
)
|
||||||
EQUITY IN NET INCOME (LOSS) FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
219,794
|
|
|
—
|
|
|
(1,336
|
)
|
|
—
|
|
|
(218,458
|
)
|
|
—
|
|
||||||
Income From Continuing Operations
|
|
137,042
|
|
|
—
|
|
|
172,616
|
|
|
4,149
|
|
|
(219,005
|
)
|
|
94,802
|
|
||||||
Income From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
47,178
|
|
|
1,347
|
|
|
547
|
|
|
49,072
|
|
||||||
Net Income
|
|
137,042
|
|
|
—
|
|
|
219,794
|
|
|
5,496
|
|
|
(218,458
|
)
|
|
143,874
|
|
||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(6,832
|
)
|
|
(6,832
|
)
|
||||||||||
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
219,794
|
|
|
$
|
5,496
|
|
|
$
|
(225,290
|
)
|
|
$
|
137,042
|
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,329,210
|
|
|
$
|
169,987
|
|
|
$
|
(30,551
|
)
|
|
$
|
11,468,646
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
10,768,634
|
|
|
23,510
|
|
|
(30,351
|
)
|
|
10,761,793
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
—
|
|
|
—
|
|
|
227,260
|
|
|
69,771
|
|
|
(200
|
)
|
|
296,831
|
|
||||||
General and administrative
|
|
—
|
|
|
—
|
|
|
110,639
|
|
|
16,920
|
|
|
—
|
|
|
127,559
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
149,158
|
|
|
43,774
|
|
|
—
|
|
|
192,932
|
|
||||||
Loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
303,559
|
|
|
17,344
|
|
|
—
|
|
|
320,903
|
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
(82,673
|
)
|
|
—
|
|
|
—
|
|
|
(82,673
|
)
|
||||||
Operating Loss
|
|
—
|
|
|
—
|
|
|
(147,367
|
)
|
|
(1,332
|
)
|
|
—
|
|
|
(148,699
|
)
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
4,902
|
|
|
11,747
|
|
|
—
|
|
|
16,649
|
|
||||||
Interest expense
|
|
(43,493
|
)
|
|
—
|
|
|
(82,045
|
)
|
|
(7,257
|
)
|
|
46
|
|
|
(132,749
|
)
|
||||||
Gain on early extinguishment of liabilities, net
|
|
—
|
|
|
—
|
|
|
28,532
|
|
|
—
|
|
|
—
|
|
|
28,532
|
|
||||||
Other income, net
|
|
—
|
|
|
—
|
|
|
4,536
|
|
|
295
|
|
|
(310
|
)
|
|
4,521
|
|
||||||
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(43,493
|
)
|
|
—
|
|
|
(191,442
|
)
|
|
3,453
|
|
|
(264
|
)
|
|
(231,746
|
)
|
||||||
INCOME TAX BENEFIT (EXPENSE)
|
|
—
|
|
|
—
|
|
|
635
|
|
|
(207
|
)
|
|
—
|
|
|
428
|
|
||||||
EQUITY IN NET LOSS FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
(155,436
|
)
|
|
—
|
|
|
(7,011
|
)
|
|
—
|
|
|
162,447
|
|
|
—
|
|
||||||
(Loss) Income From Continuing Operations
|
|
(198,929
|
)
|
|
—
|
|
|
(197,818
|
)
|
|
3,246
|
|
|
162,183
|
|
|
(231,318
|
)
|
||||||
Income From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
42,382
|
|
|
1,575
|
|
|
264
|
|
|
44,221
|
|
||||||
Net (Loss) Income
|
|
(198,929
|
)
|
|
—
|
|
|
(155,436
|
)
|
|
4,821
|
|
|
162,447
|
|
|
(187,097
|
)
|
||||||
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
(11,832
|
)
|
|
(11,832
|
)
|
||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNER LP
|
|
$
|
(198,929
|
)
|
|
$
|
—
|
|
|
$
|
(155,436
|
)
|
|
$
|
4,821
|
|
|
$
|
150,615
|
|
|
$
|
(198,929
|
)
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) income
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,485
|
|
|
$
|
(114,954
|
)
|
|
$
|
21,739
|
|
|
$
|
(69,605
|
)
|
Other comprehensive inco
me (loss)
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(45
|
)
|
|
—
|
|
|
13
|
|
||||||
Comprehensive (loss) income
|
|
$
|
(70,875
|
)
|
|
$
|
—
|
|
|
$
|
94,543
|
|
|
$
|
(114,999
|
)
|
|
$
|
21,739
|
|
|
$
|
(69,592
|
)
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
219,794
|
|
|
$
|
5,496
|
|
|
$
|
(218,458
|
)
|
|
$
|
143,874
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,626
|
)
|
|
(45
|
)
|
|
—
|
|
|
(1,671
|
)
|
||||||
Comprehensive income
|
|
$
|
137,042
|
|
|
$
|
—
|
|
|
$
|
218,168
|
|
|
$
|
5,451
|
|
|
$
|
(218,458
|
)
|
|
$
|
142,203
|
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss)
income
|
|
$
|
(198,929
|
)
|
|
$
|
—
|
|
|
$
|
(155,436
|
)
|
|
$
|
4,821
|
|
|
$
|
162,447
|
|
|
$
|
(187,097
|
)
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
||||||
Comprehensive (loss)
income
|
|
$
|
(198,929
|
)
|
|
$
|
—
|
|
|
$
|
(155,436
|
)
|
|
$
|
4,773
|
|
|
$
|
162,447
|
|
|
$
|
(187,145
|
)
|
|
|
Year Ended March 31, 2018
|
||||||||||||||||||||||
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities-continuing operations
|
|
$
|
(141,967
|
)
|
|
$
|
—
|
|
|
$
|
186,959
|
|
|
$
|
9,411
|
|
|
$
|
(774
|
)
|
|
$
|
53,629
|
|
Net cash provided by operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
80,857
|
|
|
3,481
|
|
|
—
|
|
|
84,338
|
|
||||||
Net cash (used in) provided by operating activities
|
|
(141,967
|
)
|
|
—
|
|
|
267,816
|
|
|
12,892
|
|
|
(774
|
)
|
|
137,967
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(130,760
|
)
|
|
(3,001
|
)
|
|
—
|
|
|
(133,761
|
)
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
3,100
|
|
|
(22,997
|
)
|
|
—
|
|
|
(19,897
|
)
|
||||||
Settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
(100,405
|
)
|
|
—
|
|
|
—
|
|
|
(100,405
|
)
|
||||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
33,844
|
|
|
—
|
|
|
—
|
|
|
33,844
|
|
||||||
Proceeds from divestitures of businesses and investments
|
|
—
|
|
|
—
|
|
|
292,112
|
|
|
37,668
|
|
|
—
|
|
|
329,780
|
|
||||||
Transaction with an unconsolidated entity (Note 13)
|
|
—
|
|
|
—
|
|
|
(6,424
|
)
|
|
—
|
|
|
—
|
|
|
(6,424
|
)
|
||||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(21,465
|
)
|
|
—
|
|
|
—
|
|
|
(21,465
|
)
|
||||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
11,969
|
|
|
—
|
|
|
—
|
|
|
11,969
|
|
||||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
10,052
|
|
|
—
|
|
|
—
|
|
|
10,052
|
|
||||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(2,510
|
)
|
|
—
|
|
|
—
|
|
|
(2,510
|
)
|
||||||
Repayments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
4,160
|
|
|
—
|
|
|
—
|
|
|
4,160
|
|
||||||
Net cash provided by investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
93,673
|
|
|
11,670
|
|
|
—
|
|
|
105,343
|
|
||||||
Net cash provided by (used in) investing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
165,958
|
|
|
(719
|
)
|
|
—
|
|
|
165,239
|
|
||||||
Net cash provided by investing activities
|
|
—
|
|
|
—
|
|
|
259,631
|
|
|
10,951
|
|
|
—
|
|
|
270,582
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
2,434,500
|
|
|
—
|
|
|
—
|
|
|
2,434,500
|
|
||||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,279,500
|
)
|
|
—
|
|
|
—
|
|
|
(2,279,500
|
)
|
||||||
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(486,699
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(486,699
|
)
|
||||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(877
|
)
|
|
—
|
|
|
—
|
|
|
(877
|
)
|
||||||
Debt issuance costs
|
|
(692
|
)
|
|
—
|
|
|
(2,008
|
)
|
|
—
|
|
|
—
|
|
|
(2,700
|
)
|
||||||
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Distributions to general and common unit partners and preferred unitholders
|
|
(225,067
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225,067
|
)
|
||||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,082
|
)
|
|
—
|
|
|
(3,082
|
)
|
||||||
Proceeds from sale of preferred units, net of offering costs
|
|
202,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,731
|
|
||||||
Repurchase of warrants
|
|
(10,549
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,549
|
)
|
||||||
Common unit repurchases and cancellations
|
|
(15,817
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,817
|
)
|
||||||
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(3,408
|
)
|
|
—
|
|
|
—
|
|
|
(3,408
|
)
|
||||||
Net changes in advances with consolidated entities
|
|
688,718
|
|
|
—
|
|
|
(669,452
|
)
|
|
(20,040
|
)
|
|
774
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities-continuing operations
|
|
152,625
|
|
|
—
|
|
|
(520,745
|
)
|
|
(23,099
|
)
|
|
774
|
|
|
(390,445
|
)
|
||||||
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(3,446
|
)
|
|
(390
|
)
|
|
—
|
|
|
(3,836
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
152,625
|
|
|
—
|
|
|
(524,191
|
)
|
|
(23,489
|
)
|
|
774
|
|
|
(394,281
|
)
|
||||||
Net increase in cash and cash equivalents
|
|
10,658
|
|
|
—
|
|
|
3,256
|
|
|
354
|
|
|
—
|
|
|
14,268
|
|
||||||
Cash and cash equivalents, beginning of period
|
|
6,257
|
|
|
—
|
|
|
73
|
|
|
1,496
|
|
|
—
|
|
|
7,826
|
|
||||||
Cash and cash equivalents, end of period
|
|
$
|
16,915
|
|
|
$
|
—
|
|
|
$
|
3,329
|
|
|
$
|
1,850
|
|
|
$
|
—
|
|
|
$
|
22,094
|
|
|
|
Year Ended March 31, 2017
|
||||||||||||||||||||||
|
|
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
|
|
$
|
(749,250
|
)
|
|
$
|
—
|
|
|
$
|
635,322
|
|
|
$
|
16,675
|
|
|
$
|
(547
|
)
|
|
$
|
(97,800
|
)
|
Net cash provided by operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
67,733
|
|
|
5,029
|
|
|
—
|
|
|
72,762
|
|
||||||
Net cash (used in) provided by operating activities
|
|
(749,250
|
)
|
|
—
|
|
|
703,055
|
|
|
21,704
|
|
|
(547
|
)
|
|
(25,038
|
)
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(338,569
|
)
|
|
(6,367
|
)
|
|
—
|
|
|
(344,936
|
)
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(41,928
|
)
|
|
—
|
|
|
—
|
|
|
(41,928
|
)
|
||||||
Settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
(37,086
|
)
|
|
—
|
|
|
—
|
|
|
(37,086
|
)
|
||||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
28,232
|
|
|
—
|
|
|
—
|
|
|
28,232
|
|
||||||
Proceeds from divestitures of businesses and investments
|
|
—
|
|
|
—
|
|
|
112,370
|
|
|
22,000
|
|
|
—
|
|
|
134,370
|
|
||||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(2,105
|
)
|
|
—
|
|
|
—
|
|
|
(2,105
|
)
|
||||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
9,692
|
|
|
—
|
|
|
—
|
|
|
9,692
|
|
||||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
8,916
|
|
|
—
|
|
|
—
|
|
|
8,916
|
|
||||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(3,200
|
)
|
|
—
|
|
|
—
|
|
|
(3,200
|
)
|
||||||
Repayments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
655
|
|
|
—
|
|
|
—
|
|
|
655
|
|
||||||
Payment to terminate development agreement
|
|
—
|
|
|
—
|
|
|
(16,875
|
)
|
|
—
|
|
|
—
|
|
|
(16,875
|
)
|
||||||
Net cash (used in) provided by investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
(279,898
|
)
|
|
15,633
|
|
|
—
|
|
|
(264,265
|
)
|
||||||
Net cash used in investing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(86,463
|
)
|
|
(12,398
|
)
|
|
—
|
|
|
(98,861
|
)
|
||||||
Net cash (used in) provided by investing activities
|
|
—
|
|
|
—
|
|
|
(366,361
|
)
|
|
3,235
|
|
|
—
|
|
|
(363,126
|
)
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
1,700,000
|
|
|
—
|
|
|
—
|
|
|
1,700,000
|
|
||||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,733,500
|
)
|
|
—
|
|
|
—
|
|
|
(2,733,500
|
)
|
||||||
Issuance of senior unsecured notes
|
|
1,200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,200,000
|
|
||||||
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(21,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,193
|
)
|
||||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(46,153
|
)
|
|
—
|
|
|
—
|
|
|
(46,153
|
)
|
||||||
Debt issuance costs
|
|
(21,868
|
)
|
|
—
|
|
|
(11,690
|
)
|
|
—
|
|
|
—
|
|
|
(33,558
|
)
|
||||||
Contributions from general partner
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
672
|
|
|
—
|
|
|
672
|
|
||||||
Distributions to general and common unit partners and preferred unitholders
|
|
(181,581
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,581
|
)
|
||||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,292
|
)
|
|
—
|
|
|
(3,292
|
)
|
||||||
Proceeds from sale of preferred units, net of offering costs
|
|
234,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234,975
|
|
||||||
Proceeds from sale of common units, net of offering costs
|
|
287,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287,136
|
|
||||||
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(28,468
|
)
|
|
—
|
|
|
—
|
|
|
(28,468
|
)
|
||||||
Net changes in advances with consolidated entities
|
|
(767,760
|
)
|
|
—
|
|
|
788,334
|
|
|
(21,121
|
)
|
|
547
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities-continuing operations
|
|
729,758
|
|
|
—
|
|
|
(331,477
|
)
|
|
(23,741
|
)
|
|
547
|
|
|
375,087
|
|
||||||
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(3,443
|
)
|
|
(190
|
)
|
|
—
|
|
|
(3,633
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
729,758
|
|
|
—
|
|
|
(334,920
|
)
|
|
(23,931
|
)
|
|
547
|
|
|
371,454
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
|
(19,492
|
)
|
|
—
|
|
|
1,774
|
|
|
1,008
|
|
|
—
|
|
|
(16,710
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
|
25,749
|
|
|
—
|
|
|
(1,701
|
)
|
|
488
|
|
|
—
|
|
|
24,536
|
|
||||||
Cash and cash equivalents, end of period
|
|
$
|
6,257
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
|
$
|
7,826
|
|
|
|
Year Ended March 31, 2016
|
||||||||||||||||||||||
|
|
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
|
|
$
|
(75,446
|
)
|
|
$
|
—
|
|
|
$
|
253,385
|
|
|
$
|
62,430
|
|
|
$
|
(264
|
)
|
|
$
|
240,105
|
|
Net cash provided by operating activities-discontinued operations
|
|
624
|
|
|
—
|
|
|
110,022
|
|
|
3,513
|
|
|
—
|
|
|
114,159
|
|
||||||
Net cash (used in) provided by operating activities
|
|
(74,822
|
)
|
|
—
|
|
|
363,407
|
|
|
65,943
|
|
|
(264
|
)
|
|
354,264
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(581,813
|
)
|
|
(57,129
|
)
|
|
—
|
|
|
(638,942
|
)
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(208,864
|
)
|
|
—
|
|
|
—
|
|
|
(208,864
|
)
|
||||||
Settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
104,924
|
|
|
—
|
|
|
—
|
|
|
104,924
|
|
||||||
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
7,284
|
|
|
—
|
|
|
—
|
|
|
7,284
|
|
||||||
Proceeds from divestitures of businesses and investments
|
|
—
|
|
|
—
|
|
|
343,135
|
|
|
—
|
|
|
—
|
|
|
343,135
|
|
||||||
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(4,480
|
)
|
|
(6,951
|
)
|
|
—
|
|
|
(11,431
|
)
|
||||||
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
11,031
|
|
|
4,761
|
|
|
—
|
|
|
15,792
|
|
||||||
Loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
(3,913
|
)
|
|
—
|
|
|
—
|
|
|
(3,913
|
)
|
||||||
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
7,618
|
|
|
—
|
|
|
—
|
|
|
7,618
|
|
||||||
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(15,621
|
)
|
|
—
|
|
|
—
|
|
|
(15,621
|
)
|
||||||
Repayments on loan to affiliate
|
|
—
|
|
|
—
|
|
|
1,513
|
|
|
—
|
|
|
—
|
|
|
1,513
|
|
||||||
Net cash used in investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
(339,186
|
)
|
|
(59,319
|
)
|
|
—
|
|
|
(398,505
|
)
|
||||||
Net cash used in investing activities-discontinued operations
|
|
(624
|
)
|
|
—
|
|
|
(43,778
|
)
|
|
(2,420
|
)
|
|
—
|
|
|
(46,822
|
)
|
||||||
Net cash used in investing activities
|
|
(624
|
)
|
|
—
|
|
|
(382,964
|
)
|
|
(61,739
|
)
|
|
—
|
|
|
(445,327
|
)
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings under revolving credit facilities
|
|
—
|
|
|
—
|
|
|
2,499,000
|
|
|
103,500
|
|
|
—
|
|
|
2,602,500
|
|
||||||
Payments on revolving credit facilities
|
|
—
|
|
|
—
|
|
|
(2,041,500
|
)
|
|
(91,500
|
)
|
|
—
|
|
|
(2,133,000
|
)
|
||||||
Repayment and repurchase of senior secured and senior unsecured notes
|
|
(43,421
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,421
|
)
|
||||||
Proceeds from borrowings under other long-term debt
|
|
—
|
|
|
—
|
|
|
45,873
|
|
|
7,350
|
|
|
—
|
|
|
53,223
|
|
||||||
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(1,834
|
)
|
|
(255
|
)
|
|
—
|
|
|
(2,089
|
)
|
||||||
Debt issuance costs
|
|
(3,493
|
)
|
|
—
|
|
|
(6,744
|
)
|
|
—
|
|
|
—
|
|
|
(10,237
|
)
|
||||||
Contributions from general partner
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Contributions from noncontrolling interest owners, net
|
|
(3,829
|
)
|
|
—
|
|
|
—
|
|
|
15,376
|
|
|
—
|
|
|
11,547
|
|
||||||
Distributions to general and common unit partners and preferred unitholders
|
|
(322,007
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(322,007
|
)
|
||||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,720
|
)
|
|
—
|
|
|
(35,720
|
)
|
||||||
Common unit repurchases and cancellations
|
|
(17,680
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,680
|
)
|
||||||
Taxes paid on behalf of equity incentive plan participants
|
|
—
|
|
|
—
|
|
|
(19,395
|
)
|
|
—
|
|
|
—
|
|
|
(19,395
|
)
|
||||||
Net changes in advances with consolidated entities
|
|
462,456
|
|
|
—
|
|
|
(459,553
|
)
|
|
(3,167
|
)
|
|
264
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(29
|
)
|
|
—
|
|
|
(72
|
)
|
||||||
Net cash provided by (used in) financing activities-continuing operations
|
|
72,080
|
|
|
—
|
|
|
15,804
|
|
|
(4,445
|
)
|
|
264
|
|
|
83,703
|
|
||||||
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(2,928
|
)
|
|
(70
|
)
|
|
—
|
|
|
(2,998
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
72,080
|
|
|
—
|
|
|
12,876
|
|
|
(4,515
|
)
|
|
264
|
|
|
80,705
|
|
||||||
Net decrease in cash and cash equivalents
|
|
(3,366
|
)
|
|
—
|
|
|
(6,681
|
)
|
|
(311
|
)
|
|
—
|
|
|
(10,358
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
|
29,115
|
|
|
—
|
|
|
4,980
|
|
|
799
|
|
|
—
|
|
|
34,894
|
|
||||||
Cash and cash equivalents, end of period
|
|
$
|
25,749
|
|
|
$
|
—
|
|
|
$
|
(1,701
|
)
|
|
$
|
488
|
|
|
$
|
—
|
|
|
$
|
24,536
|
|