Delaware
|
|
001-35172
|
|
27-3427920
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Trading Symbols
|
|
Name of Each Exchange on Which Registered
|
Common units representing Limited Partner Interests
|
|
NGL
|
|
New York Stock Exchange
|
Fixed-to-floating rate cumulative redeemable perpetual preferred units
|
|
NGL-PB
|
|
New York Stock Exchange
|
Fixed-to-floating rate cumulative redeemable perpetual preferred units
|
|
NGL-PC
|
|
New York Stock Exchange
|
Emerging growth company
|
|
☐
|
Item 8.01.
|
Other Events.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
|
99.2
|
|
|
101
|
|
Cover Page formatted as Inline XBRL.
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
NGL ENERGY PARTNERS LP
|
||
|
By:
|
NGL Energy Holdings LLC,
|
|
|
|
its general partner
|
|
Date: December 26, 2019
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
|
|
Robert W. Karlovich III
|
|
|
|
Chief Financial Officer
|
|
Page (s)
|
|
Unaudited Condensed Consolidated Financial Statements
|
|
|
|
|
|
Balance Sheets as of September 30, 2019 and June 30, 2019 (unaudited)
|
2
|
|
|
|
|
Statements of Operations for the three months ended September 30, 2019 and 2018 (unaudited)
|
3
|
|
|
|
|
Statements of Members’ Equity for the three months ended September 30, 2019 and 2018 (unaudited)
|
4-5
|
|
|
|
|
Statements of Cash Flows for the three months ended September 30, 2019 and 2018 (unaudited)
|
6
|
|
|
|
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
7-19
|
|
(in thousands)
|
|
|
|
||||
|
September 30, 2019
|
|
June 30, 2019
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
34,757
|
|
|
$
|
21,535
|
|
Accounts receivable, net
|
9,950
|
|
|
14,697
|
|
||
Inventory
|
330
|
|
|
349
|
|
||
Prepayments and other current assets
|
630
|
|
|
1,243
|
|
||
Due from affiliate - current
|
188
|
|
|
205
|
|
||
Total current assets
|
45,855
|
|
|
38,029
|
|
||
Property and equipment, net
|
155,128
|
|
|
151,460
|
|
||
Intangible assets
|
930
|
|
|
946
|
|
||
Other noncurrent assets
|
811
|
|
|
795
|
|
||
Investments in unconsolidated affiliates
|
786
|
|
|
808
|
|
||
Total assets
|
$
|
203,510
|
|
|
$
|
192,038
|
|
|
|
|
|
||||
Liabilities and Members’ Equity
|
|
|
|
||||
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
8,542
|
|
|
$
|
14,066
|
|
Accrued payroll expenses
|
1,233
|
|
|
1,585
|
|
||
Accrued expenses and other current liabilities
|
12,029
|
|
|
9,772
|
|
||
Accrued interest
|
2,309
|
|
|
2,164
|
|
||
Due to affiliate - current
|
115
|
|
|
113
|
|
||
Total current liabilities
|
24,228
|
|
|
27,700
|
|
||
Noncurrent liabilities
|
|
|
|
||||
Long-term debt, net
|
133,643
|
|
|
118,470
|
|
||
Other long-term liability
|
867
|
|
|
739
|
|
||
Total liabilities
|
158,738
|
|
|
146,909
|
|
||
Commitments and contingencies (note 10)
|
|
|
|
||||
|
|
|
|
||||
Equity
|
|
|
|
||||
Common stock: Class A 147,200,010 units; Class B 9,257,243 units; Class C 3,085,747 units as of September 30, 2019; Class A 146,982,150 units; Class B 9,257,243 units; Class C 3,085,747 units as of June 30, 2019
|
81,746
|
|
|
81,722
|
|
||
Members’ deficit
|
(38,960
|
)
|
|
(38,586
|
)
|
||
Total Hillstone Environmental members’ equity
|
42,786
|
|
|
43,136
|
|
||
Noncontrolling interest in consolidated subsidiary
|
1,986
|
|
|
1,993
|
|
||
Total members’ equity
|
44,772
|
|
|
45,129
|
|
||
Total liabilities and members’ equity
|
$
|
203,510
|
|
|
$
|
192,038
|
|
(in thousands)
|
Three Months Ended September 30
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Operating revenues
|
|
|
|
||||
|
|
|
|
||||
Service
|
$
|
22,910
|
|
|
$
|
14,994
|
|
Product
|
(9
|
)
|
|
1,032
|
|
||
Management fees
|
175
|
|
|
213
|
|
||
Total operating revenues, net
|
23,076
|
|
|
16,239
|
|
||
|
|
|
|
||||
Operating expenses
|
|
|
|
||||
|
|
|
|
||||
Operating
|
|
|
|
||||
Service
|
10,044
|
|
|
9,952
|
|
||
Product
|
70
|
|
|
283
|
|
||
General and administrative
|
6,973
|
|
|
3,421
|
|
||
Depreciation and amortization
|
2,787
|
|
|
1,503
|
|
||
Loss on fire
|
—
|
|
|
12,105
|
|
||
Total operating expenses
|
19,874
|
|
|
27,264
|
|
||
Income (loss) from operations
|
3,202
|
|
|
(11,025
|
)
|
||
Interest expense
|
(3,583
|
)
|
|
(1,519
|
)
|
||
Loss before equity in net earnings of unconsolidated affiliates
|
(381
|
)
|
|
(12,544
|
)
|
||
Equity in net earnings of unconsolidated affiliates
|
(22
|
)
|
|
53
|
|
||
Net loss
|
(403
|
)
|
|
(12,491
|
)
|
||
Net income attributable to noncontrolling interests
|
7
|
|
|
4
|
|
||
Net loss attributable to members
|
$
|
(396
|
)
|
|
$
|
(12,487
|
)
|
(in thousands)
|
|
|
|
|
|
|
|
||||||||
|
Class A, B and C Units
|
|
Members’
|
|
Noncontrolling
|
|
|
||||||||
|
|
Equity (Deficit)
|
|
Interest
|
|
Total
|
|||||||||
|
|
|
|
|
|
|
|
||||||||
Balances at June 30, 2019
|
$
|
81,722
|
|
|
$
|
(38,586
|
)
|
|
$
|
1,993
|
|
|
$
|
45,129
|
|
Contributions
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
Equity-based compensation
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||
Net loss
|
—
|
|
|
(396
|
)
|
|
(7
|
)
|
|
(403
|
)
|
||||
Balances at September 30, 2019
|
$
|
81,746
|
|
|
$
|
(38,960
|
)
|
|
$
|
1,986
|
|
|
$
|
44,772
|
|
(in thousands)
|
|
|
|
|
|
|
|
||||||||
|
Class A, B and C Units
|
|
Members’
|
|
Noncontrolling
|
|
|
||||||||
|
|
Equity (Deficit)
|
|
Interest
|
|
Total
|
|||||||||
|
|
|
|
|
|
|
|
||||||||
Balances at June 30, 2018
|
$
|
67,755
|
|
|
$
|
(23,847
|
)
|
|
$
|
2,025
|
|
|
$
|
45,933
|
|
Net loss
|
—
|
|
|
(12,487
|
)
|
|
(4
|
)
|
|
(12,491
|
)
|
||||
Balances at September 30, 2018
|
$
|
67,755
|
|
|
$
|
(36,334
|
)
|
|
$
|
2,021
|
|
|
$
|
33,442
|
|
(in thousands)
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(403
|
)
|
|
$
|
(12,491
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization expense
|
2,787
|
|
|
1,503
|
|
||
Amortization of debt issuance costs
|
211
|
|
|
119
|
|
||
Equity-based compensation
|
22
|
|
|
—
|
|
||
Gain on disposal of property and equipment
|
129
|
|
|
—
|
|
||
Equity in net (income) loss of other unconsolidated affiliates
|
22
|
|
|
(53
|
)
|
||
Loss on fire
|
—
|
|
|
11,987
|
|
||
Other long-term liability
|
128
|
|
|
—
|
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable, net
|
4,746
|
|
|
(2,120
|
)
|
||
Inventory
|
18
|
|
|
(32
|
)
|
||
Prepayments and other current assets
|
613
|
|
|
(56
|
)
|
||
Due from affiliate
|
17
|
|
|
(110
|
)
|
||
Other noncurrent assets
|
(15
|
)
|
|
(11
|
)
|
||
Accounts payable
|
(504
|
)
|
|
(136
|
)
|
||
Accrued payroll
|
(352
|
)
|
|
493
|
|
||
Due to affiliate
|
1
|
|
|
49
|
|
||
Accrued interest
|
145
|
|
|
(11
|
)
|
||
Accrued expenses and other current liabilities
|
2,258
|
|
|
1,947
|
|
||
Net cash provided by operating activities
|
9,823
|
|
|
1,078
|
|
||
|
|
|
|
||||
Investing activities
|
|
|
|
||||
Purchase of property and equipment
|
(11,588
|
)
|
|
(15,476
|
)
|
||
Net cash used in investing activities
|
(11,588
|
)
|
|
(15,476
|
)
|
||
|
|
|
|
||||
Financing activities
|
|
|
|
||||
Proceeds from debt
|
15,000
|
|
|
—
|
|
||
Payment of debt issuance costs
|
(37
|
)
|
|
—
|
|
||
Contributions from members
|
24
|
|
|
—
|
|
||
Net cash provided by financing activities
|
14,987
|
|
|
—
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
||||
Beginning
|
21,535
|
|
|
18,339
|
|
||
Net increase (decrease) in cash and cash equivalents
|
13,222
|
|
|
(14,398
|
)
|
||
Ending
|
$
|
34,757
|
|
|
$
|
3,941
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information
|
|
|
|
||||
Cash paid for interest
|
$
|
(3,649
|
)
|
|
$
|
(1,411
|
)
|
Non cash purchase of property and equipment
|
(5,020
|
)
|
|
(2,280
|
)
|
||
Non cash proceeds from the sale of property and equipment
|
231
|
|
|
—
|
|
1.
|
Nature of Business Operations
|
•
|
Water pipeline and wastewater disposal facilities. This includes services for the transportation and disposal of wastewater generated from development and production of crude oil and natural gas.
|
•
|
Water treatment and waste services. The Company currently operates near-field and on-pad treatment facilities which manage, recycle, treat and dispose of wastewater and solid waste generated by oil and gas producers. In addition, the near-field facilities are used to manufacture heavy brine water for product sales.
|
2.
|
Summary of Significant Accounting Policies
|
Level 1
|
Quoted prices for identical assets or liabilities in active markets that management has the ability to access. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2
|
Inputs are other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable. These inputs are either directly observable in the marketplace or indirectly observable through corroboration with market data for substantially the full contractual term of the asset or liability being measured.
|
Level 3
|
Inputs that are not observable for which there is little, if any, market activity for the asset or liability being measured. These inputs reflect management’s best estimate of the assumptions market participants would use in determining fair value.
|
3.
|
Business Combinations and Acquisitions
|
4.
|
Contingent Consideration
|
5.
|
Inventory
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Materials and supplies
|
|
$
|
330
|
|
|
$
|
349
|
|
6.
|
Property and Equipment
|
Asset Category
|
Useful Lives
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
|
(years)
|
|
|
|
|
||||
Right of ways - unamortizable
|
|
|
$
|
1,671
|
|
|
$
|
1,671
|
|
Right of ways - amortizable
|
10
|
|
390
|
|
|
390
|
|
||
Pipelines, wells, and facilities
|
15-30
|
|
142,574
|
|
|
137,003
|
|
||
Field equipment
|
5-9
|
|
3,040
|
|
|
3,167
|
|
||
Vehicles
|
4
|
|
559
|
|
|
505
|
|
||
Computer and office equipment
|
5
|
|
235
|
|
|
229
|
|
||
Leasehold improvements
|
5
|
|
3,738
|
|
|
3,738
|
|
||
Construction in progress
|
|
|
17,692
|
|
|
16,780
|
|
||
Property and equipment, gross
|
|
|
169,899
|
|
|
163,483
|
|
||
Less: Accumulated depreciation & amortization
|
|
|
(14,771
|
)
|
|
(12,023
|
)
|
||
Property and equipment, net
|
|
|
$
|
155,128
|
|
|
$
|
151,460
|
|
7.
|
Goodwill and Intangible Assets
|
|
September 30, 2019
|
||||||||||
|
Gross Amount
|
|
Accumulated Amortization
|
|
Carrying Value
|
||||||
|
|
|
|
|
|
||||||
Customer contracts, net
|
$
|
1,195
|
|
|
$
|
(265
|
)
|
|
$
|
930
|
|
|
$
|
1,195
|
|
|
$
|
(265
|
)
|
|
$
|
930
|
|
|
June 30, 2019
|
||||||||||
|
Gross Amount
|
|
Accumulated Amortization
|
|
Carrying Value
|
||||||
|
|
|
|
|
|
||||||
Customer contracts, net
|
$
|
1,195
|
|
|
$
|
(249
|
)
|
|
$
|
946
|
|
|
$
|
1,195
|
|
|
$
|
(249
|
)
|
|
$
|
946
|
|
8.
|
Credit Agreement
|
|
June 30, 2019 Balance
|
|
Activity
|
|
September 30, 2019 Balance
|
||||||
|
|
|
|
|
|
||||||
Term loan
|
$
|
75,000
|
|
|
$
|
—
|
|
|
$
|
75,000
|
|
Delayed draw term loan
|
37,500
|
|
|
7,500
|
|
|
45,000
|
|
|||
Subordinated debt
|
—
|
|
|
7,500
|
|
|
7,500
|
|
|||
Revolver
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|||
Total borrowings
|
122,500
|
|
|
15,000
|
|
|
137,500
|
|
|||
Less: Short-term portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
122,500
|
|
|
15,000
|
|
|
137,500
|
|
|||
Less: Debt issuance costs
|
(4,030
|
)
|
|
173
|
|
|
(3,857
|
)
|
|||
Long-term debt
|
$
|
118,470
|
|
|
$
|
15,173
|
|
|
$
|
133,643
|
|
9.
|
Investments in Unconsolidated Affiliates
|
|
Amortization Period
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
|
|
|
|
|
|
||||
Basis difference in equipment
|
5-7 years
|
|
$
|
188
|
|
|
$
|
245
|
|
Less: amortization
|
|
|
(14
|
)
|
|
(57
|
)
|
||
Total basis difference
|
|
|
$
|
174
|
|
|
$
|
188
|
|
10.
|
Related-Party Transactions
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||
Revenue Category
|
HEP ShaleApps, LLC
|
|
Hillstone - Silcor Treatment, LLC
|
|
HEP ShaleApps, LLC
|
|
Hillstone - Silcor Treatment, LLC
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Management fees
|
$
|
22
|
|
|
$
|
153
|
|
|
$
|
34
|
|
|
$
|
179
|
|
|
$
|
22
|
|
|
$
|
153
|
|
|
$
|
34
|
|
|
$
|
179
|
|
|
Three Months Ended
|
||||||||||||||||||
|
September 30, 2019
|
||||||||||||||||||
Expenditure Category
|
Challenger Partners
|
|
David
Cowan
|
|
Diversified Field Services, Inc.
|
|
DACO Operating
|
|
Golden Gate Capital
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Management fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
214
|
|
Consulting fees
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Legal fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Subsidy fee
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
265
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
217
|
|
|
Three Months Ended
|
|||||||||||||||||||
|
September 30, 2018
|
|||||||||||||||||||
Expenditure Category
|
Challenger Partners
|
|
David
Cowan
|
|
Diversified Field Services, Inc.
|
|
DACO Operating
|
|
Golden Gate Capital
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Management fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
Consulting fees
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plant electricity
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|||||
Contracted oilfield services
|
—
|
|
|
—
|
|
|
377
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
377
|
|
|
$
|
110
|
|
|
$
|
70
|
|
Due From Affiliate - Current
|
September 30, 2019
|
|
June 30, 2019
|
||||
|
|
|
|
||||
HEP ShaleApps, LLC
|
$
|
53
|
|
|
$
|
28
|
|
Hillstone - Silcor Treatment, LLC
|
135
|
|
|
177
|
|
||
|
$
|
188
|
|
|
$
|
205
|
|
Accrued Expenses and Other Current Liabilities
|
September 30, 2019
|
|
June 30, 2019
|
||||
|
|
|
|
||||
HEP ShaleApps, LLC
|
$
|
90
|
|
|
$
|
85
|
|
Hillstone - Silcor Treatment, LLC
|
23
|
|
|
27
|
|
||
Golden Gate Capital
|
595
|
|
|
381
|
|
||
David Cowan
|
—
|
|
|
15
|
|
||
Diversified Field Services, Inc.
|
—
|
|
|
(3
|
)
|
||
Challenger Partners
|
265
|
|
|
448
|
|
||
|
$
|
973
|
|
|
$
|
953
|
|
Subordinated Debt (Long Term Liabilities)
|
September 30, 2019
|
|
June 30, 2019
|
||||
|
|
|
|
||||
Golden Gate Capital
|
$
|
7,500
|
|
|
$
|
—
|
|
11.
|
Commitments and Contingencies
|
Year Ending June 30,
|
|
|
||
2020
|
|
$
|
591
|
|
2021
|
|
694
|
|
|
2022
|
|
519
|
|
|
2023
|
|
218
|
|
|
2024
|
|
19
|
|
|
|
|
$
|
2,041
|
|
Reporting Period
|
|
Target Project Financing
|
September 30, 2020
|
|
$100,000
|
September 30, 2021
|
|
145,000
|
September 30, 2022
|
|
$250,000 (or system completion)
|
12.
|
Equity-Based Compensation
|
13.
|
Roosevelt Fire
|
14.
|
Subsequent Events
|
|
|
Historical NGL Energy Partners LP (As Reported)
|
|
Hillstone Environmental Partners, LLC
|
|
Pro Forma Adjustments
|
|
Pro Forma As Further Adjusted
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
21,154
|
|
|
$
|
34,757
|
|
|
$
|
447,900
|
|
(A)
|
$
|
105,996
|
|
|
|
|
|
|
|
194,810
|
|
(B)
|
|
|||||||
|
|
|
|
|
|
(592,625
|
)
|
(C)
|
|
|||||||
Accounts receivable-trade, net
|
|
987,875
|
|
|
9,950
|
|
|
—
|
|
|
997,825
|
|
||||
Accounts receivable-affiliates
|
|
14,374
|
|
|
188
|
|
|
(188
|
)
|
(D)
|
14,374
|
|
||||
Inventories
|
|
308,793
|
|
|
330
|
|
|
(330
|
)
|
(D)
|
308,793
|
|
||||
Prepaid expenses and other current assets
|
|
199,002
|
|
|
630
|
|
|
(630
|
)
|
(D)
|
149,127
|
|
||||
|
|
|
|
|
|
(49,875
|
)
|
(E)
|
|
|||||||
Total current assets
|
|
1,531,198
|
|
|
45,855
|
|
|
(938
|
)
|
|
1,576,115
|
|
||||
PROPERTY, PLANT AND EQUIPMENT, net
|
|
2,485,880
|
|
|
155,128
|
|
|
(2,054
|
)
|
(F)
|
2,638,954
|
|
||||
GOODWILL
|
|
1,176,042
|
|
|
—
|
|
|
107,066
|
|
(D)
|
1,283,108
|
|
||||
INTANGIBLE ASSETS, net
|
|
1,194,581
|
|
|
930
|
|
|
401,240
|
|
(D)
|
1,596,751
|
|
||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
1,445
|
|
|
786
|
|
|
—
|
|
|
2,231
|
|
||||
OPERATING LEASE RIGHT-OF-USE ASSETS
|
|
203,122
|
|
|
—
|
|
|
3,340
|
|
(D)
|
206,462
|
|
||||
OTHER NONCURRENT ASSETS
|
|
71,755
|
|
|
811
|
|
|
—
|
|
|
72,566
|
|
||||
Total assets
|
|
$
|
6,664,023
|
|
|
$
|
203,510
|
|
|
$
|
508,654
|
|
|
$
|
7,376,187
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable-trade
|
|
$
|
842,064
|
|
|
$
|
8,542
|
|
|
$
|
—
|
|
|
$
|
850,606
|
|
Accounts payable-affiliates
|
|
24,542
|
|
|
115
|
|
|
(115
|
)
|
(D)
|
24,542
|
|
||||
Accrued expenses and other payables
|
|
336,126
|
|
|
15,571
|
|
|
(2,060
|
)
|
(D)
|
349,637
|
|
||||
Advance payments received from customers
|
|
27,045
|
|
|
—
|
|
|
—
|
|
|
27,045
|
|
||||
Current maturities of long-term debt
|
|
649
|
|
|
—
|
|
|
—
|
|
|
649
|
|
||||
Operating lease obligations
|
|
68,084
|
|
|
—
|
|
|
454
|
|
(D)
|
68,538
|
|
||||
Total current liabilities
|
|
1,298,510
|
|
|
24,228
|
|
|
(1,721
|
)
|
|
1,321,017
|
|
||||
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
|
2,773,235
|
|
|
133,643
|
|
|
(133,643
|
)
|
(G)
|
3,221,135
|
|
||||
|
|
|
|
|
|
447,900
|
|
(A)
|
|
|||||||
OPERATING LEASE OBLIGATIONS
|
|
132,132
|
|
|
—
|
|
|
2,886
|
|
(D)
|
135,018
|
|
||||
OTHER NONCURRENT LIABILITIES
|
|
64,487
|
|
|
867
|
|
|
41,208
|
|
(D)
|
106,562
|
|
||||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
.
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
CLASS D PREFERRED UNITS
|
|
343,748
|
|
|
|
|
176,071
|
|
(B)
|
519,819
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
EQUITY:
|
|
|
|
|
|
|
|
|
||||||||
General partner, representing a 0.1% interest
|
|
(51,014
|
)
|
|
|
|
—
|
|
|
(51,014
|
)
|
|||||
Limited partners, representing a 99.9% interest
|
|
1,697,015
|
|
|
—
|
|
|
18,739
|
|
(B)
|
1,715,754
|
|
||||
Members’ Equity - Hillstone Environmental Partners, LLC
|
|
|
|
42,786
|
|
|
(42,786
|
)
|
(H)
|
—
|
|
|||||
Class B preferred limited partners
|
|
305,488
|
|
|
|
|
—
|
|
|
305,488
|
|
|||||
Class C preferred limited partners
|
|
42,905
|
|
|
|
|
|
|
42,905
|
|
||||||
Accumulated other comprehensive loss
|
|
(264
|
)
|
|
|
|
—
|
|
|
(264
|
)
|
|||||
Noncontrolling interests
|
|
57,781
|
|
|
1,986
|
|
|
—
|
|
|
59,767
|
|
||||
Total equity
|
|
2,051,911
|
|
|
44,772
|
|
|
(24,047
|
)
|
|
2,072,636
|
|
||||
Total liabilities and equity
|
|
$
|
6,664,023
|
|
|
$
|
203,510
|
|
|
$
|
508,654
|
|
|
$
|
7,376,187
|
|
|
|
Historical NGL Energy Partners LP (As Reported)
|
|
Hillstone Environmental Partners, LLC (I)
|
|
Pro Forma Adjustments
|
|
Pro Forma As Adjusted
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
REVENUES
|
|
$
|
9,455,761
|
|
|
$
|
42,421
|
|
|
$
|
—
|
|
|
$
|
9,498,182
|
|
|
|
|
|
|
|
|
|
|
||||||||
COST OF SALES
|
|
9,052,342
|
|
|
—
|
|
|
—
|
|
|
9,052,342
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
||||||||
Operating
|
|
137,529
|
|
|
18,921
|
|
|
—
|
|
|
156,450
|
|
||||
General and administrative
|
|
64,250
|
|
|
13,394
|
|
|
(5,844
|
)
|
(K)
|
71,800
|
|
||||
Depreciation and amortization
|
|
116,867
|
|
|
5,511
|
|
|
10,571
|
|
(L)
|
132,949
|
|
||||
Loss (gain) on disposal or impairment of assets, net
|
|
2,144
|
|
|
(85
|
)
|
|
—
|
|
|
2,059
|
|
||||
Revaluation of liabilities
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||
Operating Income
|
|
82,629
|
|
|
4,615
|
|
|
(4,727
|
)
|
|
82,517
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated entities
|
|
(257
|
)
|
|
(87
|
)
|
|
—
|
|
|
(344
|
)
|
||||
Interest expense
|
|
(84,910
|
)
|
|
(6,339
|
)
|
|
6,339
|
|
(M)
|
(89,647
|
)
|
||||
|
|
|
|
|
|
(4,737
|
)
|
(M)
|
|
|||||||
Other income, net
|
|
1,193
|
|
|
—
|
|
|
—
|
|
|
1,193
|
|
||||
Loss From Continuing Operations Before Income Taxes
|
|
(1,345
|
)
|
|
(1,811
|
)
|
|
(3,125
|
)
|
|
(6,281
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
INCOME TAX EXPENSE
|
|
(319
|
)
|
|
—
|
|
|
—
|
|
|
(319
|
)
|
||||
Loss From Continuing Operations
|
|
(1,664
|
)
|
|
(1,811
|
)
|
|
(3,125
|
)
|
|
(6,600
|
)
|
||||
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
397
|
|
|
18
|
|
|
—
|
|
|
415
|
|
||||
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
(1,267
|
)
|
|
(1,793
|
)
|
|
(3,125
|
)
|
|
(6,185
|
)
|
||||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
|
(146,523
|
)
|
|
—
|
|
|
(9,000
|
)
|
(N)
|
(155,523
|
)
|
||||
LESS: CONTINUING OPERATIONS NET LOSS ALLOCATED TO GENERAL PARTNER
|
|
76
|
|
|
—
|
|
|
14
|
|
(O)
|
90
|
|
||||
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
|
|
$
|
(147,714
|
)
|
|
$
|
(1,793
|
)
|
|
$
|
(12,111
|
)
|
|
$
|
(161,618
|
)
|
BASIC AND DILUTED LOSS PER COMMON UNIT
|
|
$
|
(1.17
|
)
|
|
|
|
|
|
$
|
(1.28
|
)
|
||||
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
|
126,435,870
|
|
|
|
|
|
|
126,435,870
|
|
|
|
Historical NGL Energy Partners LP (As Reported)
|
|
Hillstone Environmental Partners, LLC (J)
|
|
Pro Forma Adjustments
|
|
Pro Forma As Adjusted
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
REVENUES
|
|
$
|
17,820,620
|
|
|
$
|
74,437
|
|
|
$
|
—
|
|
|
$
|
17,895,057
|
|
|
|
|
|
|
|
|
|
|
||||||||
COST OF SALES
|
|
17,162,275
|
|
|
—
|
|
|
—
|
|
|
17,162,275
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
||||||||
Operating
|
|
233,313
|
|
|
42,357
|
|
|
—
|
|
|
275,670
|
|
||||
General and administrative
|
|
107,407
|
|
|
18,537
|
|
|
(2,912
|
)
|
(K)
|
123,032
|
|
||||
Depreciation and amortization
|
|
211,973
|
|
|
7,590
|
|
|
24,574
|
|
(L)
|
244,137
|
|
||||
Loss on disposal or impairment of assets, net
|
|
34,296
|
|
|
11,137
|
|
|
—
|
|
|
45,433
|
|
||||
Revaluation of liabilities
|
|
(5,373
|
)
|
|
—
|
|
|
—
|
|
|
(5,373
|
)
|
||||
Operating Income (Loss)
|
|
76,729
|
|
|
(5,184
|
)
|
|
(21,662
|
)
|
|
49,883
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated entities
|
|
2,533
|
|
|
37
|
|
|
—
|
|
|
2,570
|
|
||||
Interest expense
|
|
(164,725
|
)
|
|
(9,741
|
)
|
|
9,741
|
|
(M)
|
(183,671
|
)
|
||||
|
|
|
|
|
|
(18,946
|
)
|
(M)
|
|
|||||||
Loss on early extinguishment of liabilities, net
|
|
(12,340
|
)
|
|
—
|
|
|
—
|
|
|
(12,340
|
)
|
||||
Other expense, net
|
|
(30,414
|
)
|
|
—
|
|
|
—
|
|
|
(30,414
|
)
|
||||
Loss From Continuing Operations Before Income Taxes
|
|
(128,217
|
)
|
|
(14,888
|
)
|
|
(30,867
|
)
|
|
(173,972
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
INCOME TAX EXPENSE
|
|
(1,233
|
)
|
|
—
|
|
|
—
|
|
|
(1,233
|
)
|
||||
Net Loss From Continuing Operations
|
|
(129,450
|
)
|
|
(14,888
|
)
|
|
(30,867
|
)
|
|
(175,205
|
)
|
||||
LESS: CONTINUING OPERATIONS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
20,206
|
|
|
32
|
|
|
—
|
|
|
20,238
|
|
||||
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
(109,244
|
)
|
|
(14,856
|
)
|
|
(30,867
|
)
|
|
(154,967
|
)
|
||||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
|
(111,936
|
)
|
|
—
|
|
|
(18,000
|
)
|
(N)
|
(129,936
|
)
|
||||
LESS: CONTINUING OPERATIONS NET LOSS ALLOCATED TO GENERAL PARTNER
|
|
82
|
|
|
—
|
|
|
64
|
|
(O)
|
146
|
|
||||
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
|
|
$
|
(221,098
|
)
|
|
$
|
(14,856
|
)
|
|
$
|
(48,803
|
)
|
|
$
|
(284,757
|
)
|
BASIC AND DILUTED LOSS FROM CONTINUING OPERATIONS PER COMMON UNIT
|
|
$
|
(1.80
|
)
|
|
|
|
|
|
$
|
(2.31
|
)
|
||||
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
|
123,017,064
|
|
|
|
|
|
|
123,017,064
|
|
Current assets
|
|
$
|
44,707
|
|
Property, plant and equipment
|
|
153,074
|
|
|
Intangible assets
|
|
402,170
|
|
|
Investments in unconsolidated entities
|
|
786
|
|
|
Operating lease right-of-use assets
|
|
3,340
|
|
|
Other noncurrent assets
|
|
811
|
|
|
Goodwill
|
|
107,066
|
|
|
Current liabilities
|
|
(22,053
|
)
|
|
Operating lease obligations
|
|
(3,340
|
)
|
|
Asset retirement obligations
|
|
(446
|
)
|
|
Other long-term liabilities
|
|
(867
|
)
|
|
Deferred tax liability
|
|
(40,762
|
)
|
|
Noncontrolling interests
|
|
(1,986
|
)
|
|
|
|
$
|
642,500
|
|
A.
|
Represents the amount borrowed under our revolving credit facility and used to pay a portion of the consideration for the acquisition of Hillstone.
|
B.
|
Represents the net cash proceeds from the issuance of $194.8 million Class D Preferred Units and warrants to purchase common units. The net proceeds were allocated between Class D Preferred Units and the warrants based on the preliminary fair value of the instruments.
|
C.
|
Represents the payment of the preliminary purchase price for the purchase of Hillstone.
|
D.
|
Represents the step up in basis for the assets acquired and liabilities assumed as a result of the difference in valuation between the purchase price allocated to the assets and liabilities and their book value on September 30, 2019 in accordance with the acquisition method of accounting.
|
E.
|
Amount reflects the reversal of the deposit paid to Hillstone.
|
F.
|
Reflects the reclassification from property, plant and equipment to intangible assets the rights-of-way to conform to the Partnership’s presentation of these amounts.
|
G.
|
Represents the repayment of Hillstone’s outstanding debt as of September 30, 2019.
|
H.
|
Represents the reversal of Hillstone’s equity book value.
|
I.
|
Amounts in this column represent Hillstone’s unaudited consolidated statement of operations for the six months ended September 30, 2019.
|
J.
|
Amounts in this column represent Hillstone’s audited consolidated statement of operations for the year ended June 30, 2019.
|
K.
|
Represents the reversal of transaction expenses incurred by Hillstone related to this transaction for the respective periods.
|
L.
|
Represents the incremental increase in depreciation and amortization expense for the respective periods.
|
M.
|
Represents the incremental increase in interest expense due to the repayment of Hillstone’s outstanding debt and the elimination of the amortization of the related debt issuance costs and the interest expense incurred related to the borrowings under the Partnership’s revolving credit facility. The additional interest expense was calculated by using $447.9 million and an assumed rate of 4.23%, the interest rate on the Partnership's revolving credit facility as of September 30, 2019. A change of 0.125% in the assumed interest rate would result in an adjustment of interest expense, on an annual basis, of approximately $0.6 million.
|
N.
|
Represents the distributions paid on the Class D preferred units for the respective periods.
|
O.
|
Represents our general partner’s interest in Hillstone’s operations and the pro forma adjustments for the respective periods.
|