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 Matters.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
|
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: January 9, 2020
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
|
|
Robert W. Karlovich III
|
|
|
|
Chief Financial Officer
|
|
|
Historical NGL Energy Partners LP (As Reported)
|
|
Hillstone Environmental Partners, LLC
|
|
Pro Forma Adjustments
|
|
Pro Forma As Adjusted
|
|
Sale of Mid-Con
|
|
Pro Forma As Further Adjusted
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
21,154
|
|
|
$
|
34,757
|
|
|
$
|
447,900
|
|
(A)
|
$
|
105,996
|
|
|
$
|
43,507
|
|
(I)
|
$
|
105,996
|
|
|
|
|
|
|
|
194,810
|
|
(B)
|
|
|
(6,300
|
)
|
(J)
|
|
||||||||||
|
|
|
|
|
|
(592,625
|
)
|
(C)
|
|
|
(37,207
|
)
|
(K)
|
|
||||||||||
Accounts receivable-trade, net
|
|
987,875
|
|
|
9,950
|
|
|
—
|
|
|
997,825
|
|
|
—
|
|
|
997,825
|
|
||||||
Accounts receivable-affiliates
|
|
14,374
|
|
|
188
|
|
|
(188
|
)
|
(D)
|
14,374
|
|
|
—
|
|
|
14,374
|
|
||||||
Inventories
|
|
308,793
|
|
|
330
|
|
|
(330
|
)
|
(D)
|
308,793
|
|
|
(41,135
|
)
|
(L)
|
267,658
|
|
||||||
Prepaid expenses and other current assets
|
|
199,002
|
|
|
630
|
|
|
(630
|
)
|
(D)
|
149,127
|
|
|
(5,883
|
)
|
(L)
|
143,244
|
|
||||||
|
|
|
|
|
|
(49,875
|
)
|
(E)
|
|
|
|
|
|
|||||||||||
Total current assets
|
|
1,531,198
|
|
|
45,855
|
|
|
(938
|
)
|
|
1,576,115
|
|
|
(47,018
|
)
|
|
1,529,097
|
|
||||||
PROPERTY, PLANT AND EQUIPMENT, net
|
|
2,485,880
|
|
|
155,128
|
|
|
(2,054
|
)
|
(F)
|
2,638,954
|
|
|
—
|
|
|
2,638,954
|
|
||||||
GOODWILL
|
|
1,176,042
|
|
|
—
|
|
|
107,066
|
|
(D)
|
1,283,108
|
|
|
—
|
|
|
1,283,108
|
|
||||||
INTANGIBLE ASSETS, net
|
|
1,194,581
|
|
|
930
|
|
|
401,240
|
|
(D)
|
1,596,751
|
|
|
—
|
|
|
1,596,751
|
|
||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
1,445
|
|
|
786
|
|
|
—
|
|
|
2,231
|
|
|
—
|
|
|
2,231
|
|
||||||
OPERATING LEASE RIGHT-OF-USE ASSETS
|
|
203,122
|
|
|
—
|
|
|
3,340
|
|
(D)
|
206,462
|
|
|
—
|
|
|
206,462
|
|
||||||
OTHER NONCURRENT ASSETS
|
|
71,755
|
|
|
811
|
|
|
—
|
|
|
72,566
|
|
|
(46
|
)
|
(L)
|
72,520
|
|
||||||
Total assets
|
|
$
|
6,664,023
|
|
|
$
|
203,510
|
|
|
$
|
508,654
|
|
|
$
|
7,376,187
|
|
|
$
|
(47,064
|
)
|
|
$
|
7,329,123
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable-trade
|
|
$
|
842,064
|
|
|
$
|
8,542
|
|
|
$
|
—
|
|
|
$
|
850,606
|
|
|
$
|
—
|
|
|
850,606
|
|
|
Accounts payable-affiliates
|
|
24,542
|
|
|
115
|
|
|
(115
|
)
|
(D)
|
24,542
|
|
|
—
|
|
|
24,542
|
|
||||||
Accrued expenses and other payables
|
|
336,126
|
|
|
15,571
|
|
|
(2,060
|
)
|
(D)
|
349,637
|
|
|
(3,557
|
)
|
(L)
|
346,080
|
|
||||||
Advance payments received from customers
|
|
27,045
|
|
|
—
|
|
|
—
|
|
|
27,045
|
|
|
—
|
|
|
27,045
|
|
||||||
Current maturities of long-term debt
|
|
649
|
|
|
—
|
|
|
—
|
|
|
649
|
|
|
—
|
|
|
649
|
|
||||||
Operating lease obligations
|
|
68,084
|
|
|
—
|
|
|
454
|
|
(D)
|
68,538
|
|
|
—
|
|
|
68,538
|
|
||||||
Total current liabilities
|
|
1,298,510
|
|
|
24,228
|
|
|
(1,721
|
)
|
|
1,321,017
|
|
|
(3,557
|
)
|
|
1,317,460
|
|
||||||
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
|
2,773,235
|
|
|
133,643
|
|
|
(133,643
|
)
|
(G)
|
3,221,135
|
|
|
(37,207
|
)
|
(K)
|
3,183,928
|
|
||||||
|
|
|
|
|
|
447,900
|
|
(A)
|
|
|
|
|
|
|||||||||||
OPERATING LEASE OBLIGATIONS
|
|
132,132
|
|
|
—
|
|
|
2,886
|
|
(D)
|
135,018
|
|
|
—
|
|
|
135,018
|
|
||||||
OTHER NONCURRENT LIABILITIES
|
|
64,487
|
|
|
867
|
|
|
41,208
|
|
(D)
|
106,562
|
|
|
—
|
|
|
106,562
|
|
||||||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
.
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CLASS D PREFERRED UNITS
|
|
343,748
|
|
|
|
|
176,071
|
|
(B)
|
519,819
|
|
|
—
|
|
|
519,819
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
General partner, representing a 0.1% interest
|
|
(51,014
|
)
|
|
|
|
—
|
|
|
(51,014
|
)
|
|
(6
|
)
|
(M)
|
(51,020
|
)
|
|||||||
Limited partners, representing a 99.9% interest
|
|
1,697,015
|
|
|
—
|
|
|
18,739
|
|
(B)
|
1,715,754
|
|
|
(6,294
|
)
|
(M)
|
1,709,460
|
|
||||||
Members’ Equity - Hillstone Environmental Partners, LLC
|
|
|
|
42,786
|
|
|
(42,786
|
)
|
(H)
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Class B preferred limited partners
|
|
305,488
|
|
|
|
|
—
|
|
|
305,488
|
|
|
—
|
|
|
305,488
|
|
|||||||
Class C preferred limited partners
|
|
42,905
|
|
|
|
|
|
|
42,905
|
|
|
—
|
|
|
42,905
|
|
||||||||
Accumulated other comprehensive loss
|
|
(264
|
)
|
|
|
|
—
|
|
|
(264
|
)
|
|
—
|
|
|
(264
|
)
|
|||||||
Noncontrolling interests
|
|
57,781
|
|
|
1,986
|
|
|
—
|
|
|
59,767
|
|
|
—
|
|
|
59,767
|
|
||||||
Total equity
|
|
2,051,911
|
|
|
44,772
|
|
|
(24,047
|
)
|
|
2,072,636
|
|
|
(6,300
|
)
|
|
2,066,336
|
|
||||||
Total liabilities and equity
|
|
$
|
6,664,023
|
|
|
$
|
203,510
|
|
|
$
|
508,654
|
|
|
$
|
7,376,187
|
|
|
$
|
(47,064
|
)
|
|
$
|
7,329,123
|
|
|
|
Historical NGL Energy Partners LP (As Reported)
|
|
Hillstone Environmental Partners, LLC (N)
|
|
Pro Forma Adjustments
|
|
Pro Forma As Adjusted
|
|
Sale of Mid-Con
|
|
Pro Forma As Further Adjusted
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
9,455,761
|
|
|
$
|
42,421
|
|
|
$
|
—
|
|
|
$
|
9,498,182
|
|
|
$
|
(1,879,436
|
)
|
(U)
|
$
|
7,618,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COST OF SALES
|
|
9,052,342
|
|
|
—
|
|
|
—
|
|
|
9,052,342
|
|
|
(1,882,400
|
)
|
(U)
|
7,169,942
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
137,529
|
|
|
18,921
|
|
|
—
|
|
|
156,450
|
|
|
(366
|
)
|
(U)
|
156,084
|
|
||||||
General and administrative
|
|
64,250
|
|
|
13,394
|
|
|
(5,844
|
)
|
(P)
|
71,800
|
|
|
—
|
|
|
71,800
|
|
||||||
Depreciation and amortization
|
|
116,867
|
|
|
5,511
|
|
|
10,571
|
|
(Q)
|
132,949
|
|
|
—
|
|
|
132,949
|
|
||||||
Loss (gain) on disposal or impairment of assets, net
|
|
2,144
|
|
|
(85
|
)
|
|
—
|
|
|
2,059
|
|
|
—
|
|
|
2,059
|
|
||||||
Revaluation of liabilities
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||||
Operating Income
|
|
82,629
|
|
|
4,615
|
|
|
(4,727
|
)
|
|
82,517
|
|
|
3,330
|
|
|
85,847
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
(257
|
)
|
|
(87
|
)
|
|
—
|
|
|
(344
|
)
|
|
—
|
|
|
(344
|
)
|
||||||
Interest expense
|
|
(84,910
|
)
|
|
(6,339
|
)
|
|
6,339
|
|
(R)
|
(89,647
|
)
|
|
787
|
|
(V)
|
(88,860
|
)
|
||||||
|
|
|
|
|
|
(4,737
|
)
|
(R)
|
|
|
|
|
|
|||||||||||
Other income, net
|
|
1,193
|
|
|
—
|
|
|
—
|
|
|
1,193
|
|
|
—
|
|
|
1,193
|
|
||||||
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(1,345
|
)
|
|
(1,811
|
)
|
|
(3,125
|
)
|
|
(6,281
|
)
|
|
4,117
|
|
|
(2,164
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INCOME TAX EXPENSE
|
|
(319
|
)
|
|
—
|
|
|
—
|
|
|
(319
|
)
|
|
—
|
|
|
(319
|
)
|
||||||
(Loss) Income From Continuing Operations
|
|
(1,664
|
)
|
|
(1,811
|
)
|
|
(3,125
|
)
|
|
(6,600
|
)
|
|
4,117
|
|
|
(2,483
|
)
|
||||||
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
397
|
|
|
18
|
|
|
—
|
|
|
415
|
|
|
—
|
|
|
415
|
|
||||||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
(1,267
|
)
|
|
(1,793
|
)
|
|
(3,125
|
)
|
|
(6,185
|
)
|
|
4,117
|
|
|
(2,068
|
)
|
||||||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
|
(146,523
|
)
|
|
—
|
|
|
(9,000
|
)
|
(S)
|
(155,523
|
)
|
|
—
|
|
|
(155,523
|
)
|
||||||
LESS: CONTINUING OPERATIONS NET LOSS (INCOME) ALLOCATED TO GENERAL PARTNER
|
|
76
|
|
|
—
|
|
|
14
|
|
(T)
|
90
|
|
|
(4
|
)
|
(W)
|
86
|
|
||||||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
|
|
$
|
(147,714
|
)
|
|
$
|
(1,793
|
)
|
|
$
|
(12,111
|
)
|
|
$
|
(161,618
|
)
|
|
$
|
4,113
|
|
|
$
|
(157,505
|
)
|
BASIC AND DILUTED LOSS FROM CONTINUING OPERATIONS PER COMMON UNIT
|
|
$
|
(1.17
|
)
|
|
|
|
|
|
$
|
(1.28
|
)
|
|
|
|
$
|
(1.25
|
)
|
||||||
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
|
126,435,870
|
|
|
|
|
|
|
126,435,870
|
|
|
|
|
126,435,870
|
|
|
|
Historical NGL Energy Partners LP (As Reported)
|
|
Hillstone Environmental Partners, LLC (O)
|
|
Pro Forma Adjustments
|
|
Pro Forma As Adjusted
|
|
Sale of Mid-Con
|
|
Pro Forma As Further Adjusted
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
|
$
|
17,820,620
|
|
|
$
|
74,437
|
|
|
$
|
—
|
|
|
$
|
17,895,057
|
|
|
$
|
(3,151,744
|
)
|
(U)
|
$
|
14,743,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COST OF SALES
|
|
17,162,275
|
|
|
—
|
|
|
—
|
|
|
17,162,275
|
|
|
(3,147,371
|
)
|
(U)
|
14,014,904
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
233,313
|
|
|
42,357
|
|
|
—
|
|
|
275,670
|
|
|
(635
|
)
|
(U)
|
275,035
|
|
||||||
General and administrative
|
|
107,407
|
|
|
18,537
|
|
|
(2,912
|
)
|
(P)
|
123,032
|
|
|
—
|
|
|
123,032
|
|
||||||
Depreciation and amortization
|
|
211,973
|
|
|
7,590
|
|
|
24,574
|
|
(Q)
|
244,137
|
|
|
—
|
|
|
244,137
|
|
||||||
Loss on disposal or impairment of assets, net
|
|
34,296
|
|
|
11,137
|
|
|
—
|
|
|
45,433
|
|
|
—
|
|
|
45,433
|
|
||||||
Revaluation of liabilities
|
|
(5,373
|
)
|
|
—
|
|
|
—
|
|
|
(5,373
|
)
|
|
—
|
|
|
(5,373
|
)
|
||||||
Operating Income (Loss)
|
|
76,729
|
|
|
(5,184
|
)
|
|
(21,662
|
)
|
|
49,883
|
|
|
(3,738
|
)
|
|
46,145
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated entities
|
|
2,533
|
|
|
37
|
|
|
—
|
|
|
2,570
|
|
|
—
|
|
|
2,570
|
|
||||||
Interest expense
|
|
(164,725
|
)
|
|
(9,741
|
)
|
|
9,741
|
|
(R)
|
(183,671
|
)
|
|
1,574
|
|
(V)
|
(182,097
|
)
|
||||||
|
|
|
|
|
|
(18,946
|
)
|
(R)
|
|
|
|
|
|
|
||||||||||
Loss on early extinguishment of liabilities, net
|
|
(12,340
|
)
|
|
—
|
|
|
—
|
|
|
(12,340
|
)
|
|
—
|
|
|
(12,340
|
)
|
||||||
Other expense, net
|
|
(30,414
|
)
|
|
—
|
|
|
—
|
|
|
(30,414
|
)
|
|
(6
|
)
|
(U)
|
(30,420
|
)
|
||||||
Loss From Continuing Operations Before Income Taxes
|
|
(128,217
|
)
|
|
(14,888
|
)
|
|
(30,867
|
)
|
|
(173,972
|
)
|
|
(2,170
|
)
|
|
(176,142
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INCOME TAX EXPENSE
|
|
(1,233
|
)
|
|
—
|
|
|
—
|
|
|
(1,233
|
)
|
|
—
|
|
|
(1,233
|
)
|
||||||
Net Loss From Continuing Operations
|
|
(129,450
|
)
|
|
(14,888
|
)
|
|
(30,867
|
)
|
|
(175,205
|
)
|
|
(2,170
|
)
|
|
(177,375
|
)
|
||||||
LESS: CONTINUING OPERATIONS NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
20,206
|
|
|
32
|
|
|
—
|
|
|
20,238
|
|
|
—
|
|
|
20,238
|
|
||||||
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
(109,244
|
)
|
|
(14,856
|
)
|
|
(30,867
|
)
|
|
(154,967
|
)
|
|
(2,170
|
)
|
|
(157,137
|
)
|
||||||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
|
(111,936
|
)
|
|
—
|
|
|
(18,000
|
)
|
(S)
|
(129,936
|
)
|
|
—
|
|
|
(129,936
|
)
|
||||||
LESS: CONTINUING OPERATIONS NET LOSS ALLOCATED TO GENERAL PARTNER
|
|
82
|
|
|
—
|
|
|
64
|
|
(T)
|
146
|
|
|
2
|
|
(W)
|
148
|
|
||||||
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
|
|
$
|
(221,098
|
)
|
|
$
|
(14,856
|
)
|
|
$
|
(48,803
|
)
|
|
$
|
(284,757
|
)
|
|
$
|
(2,168
|
)
|
|
$
|
(286,925
|
)
|
BASIC AND DILUTED LOSS FROM CONTINUING OPERATIONS PER COMMON UNIT
|
|
$
|
(1.80
|
)
|
|
|
|
|
|
$
|
(2.31
|
)
|
|
|
|
$
|
(2.33
|
)
|
||||||
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
|
123,017,064
|
|
|
|
|
|
|
123,017,064
|
|
|
|
|
123,017,064
|
|
|
Historical NGL Energy Partners LP (As Reported)
|
|
Sale of Mid-Con
|
|
Pro Forma As Adjusted
|
||||||
|
|
|
|
|
|
||||||
REVENUES
|
$
|
10,370,772
|
|
|
$
|
(2,918,191
|
)
|
(U)
|
$
|
7,452,581
|
|
|
|
|
|
|
|
||||||
COST OF SALES
|
9,702,869
|
|
|
(2,930,282
|
)
|
(U)
|
6,772,587
|
|
|||
|
|
|
|
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Operating
|
194,096
|
|
|
(884
|
)
|
(U)
|
193,212
|
|
|||
General and administrative
|
97,979
|
|
|
—
|
|
|
97,979
|
|
|||
Depreciation and amortization
|
208,398
|
|
|
—
|
|
|
208,398
|
|
|||
Gain on disposal or impairment of assets, net
|
(17,118
|
)
|
|
—
|
|
|
(17,118
|
)
|
|||
Revaluation of liabilities
|
20,716
|
|
|
—
|
|
|
20,716
|
|
|||
Operating Income
|
163,832
|
|
|
12,975
|
|
|
176,807
|
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated entities
|
7,539
|
|
|
—
|
|
|
7,539
|
|
|||
Interest expense
|
(199,150
|
)
|
|
1
|
|
(U)
|
(199,149
|
)
|
|||
Loss on early extinguishment of liabilities, net
|
(23,201
|
)
|
|
—
|
|
|
(23,201
|
)
|
|||
Other income, net
|
6,352
|
|
|
—
|
|
|
6,352
|
|
|||
(Loss) Income From Continuing Operations Before Income Taxes
|
(44,628
|
)
|
|
12,976
|
|
|
(31,652
|
)
|
|||
|
|
|
|
|
|
||||||
INCOME TAX EXPENSE
|
(1,353
|
)
|
|
—
|
|
|
(1,353
|
)
|
|||
Net (Loss) Income From Continuing Operations
|
(45,981
|
)
|
|
12,976
|
|
|
(33,005
|
)
|
|||
LESS: CONTINUING OPERATIONS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(240
|
)
|
|
—
|
|
|
(240
|
)
|
|||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
(46,221
|
)
|
|
12,976
|
|
|
(33,245
|
)
|
|||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
(59,697
|
)
|
|
—
|
|
|
(59,697
|
)
|
|||
LESS: CONTINUING OPERATIONS NET INCOME ALLOCATED TO GENERAL PARTNER
|
(30
|
)
|
|
(13
|
)
|
(W)
|
(43
|
)
|
|||
LESS: REPURCHASE OF WARRANTS
|
(349
|
)
|
|
—
|
|
|
(349
|
)
|
|||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
|
$
|
(106,297
|
)
|
|
$
|
12,963
|
|
|
$
|
(93,334
|
)
|
BASIC AND DILUTED LOSS FROM CONTINUING OPERATIONS PER COMMON UNIT
|
$
|
(0.88
|
)
|
|
|
|
$
|
(0.77
|
)
|
||
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
120,991,340
|
|
|
|
|
120,991,340
|
|
|
Historical NGL Energy Partners LP (As Reported)
|
|
Sale of Mid-Con
|
|
Pro Forma As Adjusted
|
||||||
|
|
|
|
|
|
||||||
REVENUES
|
$
|
7,477,522
|
|
|
$
|
(2,261,256
|
)
|
(U)
|
$
|
5,216,266
|
|
|
|
|
|
|
|
||||||
COST OF SALES
|
6,997,177
|
|
|
(2,255,148
|
)
|
(U)
|
4,742,029
|
|
|||
|
|
|
|
|
|
||||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Operating
|
173,623
|
|
|
(577
|
)
|
(U)
|
173,046
|
|
|||
General and administrative
|
100,839
|
|
|
—
|
|
|
100,839
|
|
|||
Depreciation and amortization
|
179,613
|
|
|
—
|
|
|
179,613
|
|
|||
Gain on disposal or impairment of assets, net
|
(208,982
|
)
|
|
—
|
|
|
(208,982
|
)
|
|||
Revaluation of liabilities
|
6,717
|
|
|
—
|
|
|
6,717
|
|
|||
Operating Income (Loss)
|
228,535
|
|
|
(5,531
|
)
|
|
223,004
|
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated entities
|
3,830
|
|
|
—
|
|
|
3,830
|
|
|||
Revaluation of investments
|
(14,365
|
)
|
|
—
|
|
|
(14,365
|
)
|
|||
Interest expense
|
(149,601
|
)
|
|
—
|
|
|
(149,601
|
)
|
|||
Gain on early extinguishment of liabilities, net
|
24,727
|
|
|
—
|
|
|
24,727
|
|
|||
Other income, net
|
26,420
|
|
|
—
|
|
|
26,420
|
|
|||
Income (Loss) From Continuing Operations Before Income Taxes
|
119,546
|
|
|
(5,531
|
)
|
|
114,015
|
|
|||
|
|
|
|
|
|
||||||
INCOME TAX EXPENSE
|
(1,933
|
)
|
|
—
|
|
|
(1,933
|
)
|
|||
Net Income (Loss) From Continuing Operations
|
117,613
|
|
|
(5,531
|
)
|
|
112,082
|
|
|||
LESS: CONTINUING OPERATIONS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(6,832
|
)
|
|
—
|
|
|
(6,832
|
)
|
|||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
110,781
|
|
|
(5,531
|
)
|
|
105,250
|
|
|||
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS
|
(30,142
|
)
|
|
—
|
|
|
(30,142
|
)
|
|||
LESS: CONTINUING OPERATIONS NET (INCOME) LOSS ALLOCATED TO GENERAL PARTNER
|
(205
|
)
|
|
5
|
|
(W)
|
(200
|
)
|
|||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
|
$
|
80,434
|
|
|
$
|
(5,526
|
)
|
|
$
|
74,908
|
|
BASIC INCOME FROM CONTINUING OPERATIONS PER COMMON UNIT
|
$
|
0.74
|
|
|
|
|
$
|
0.69
|
|
||
DILUTED INCOME FROM CONTINUING OPERATIONS PER COMMON UNIT
|
$
|
0.72
|
|
|
|
|
$
|
0.67
|
|
||
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
108,091,486
|
|
|
|
|
108,091,486
|
|
||||
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
111,850,621
|
|
|
|
|
111,850,621
|
|
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.
|
Represents the cash that would have been received for the sale of the inventory and open derivative positions as of September 30, 2019.
|
J.
|
Represents the payments made to facilitate the assignment of the system storage agreements.
|
K.
|
Represents the Partnership’s use of the net proceeds to repay a portion of the outstanding debt under its revolving credit facility as of September 30, 2019, which bears interest primarily based on a LIBOR rate plus the applicable margin.
|
L.
|
Represents the removal of the Mid-Con assets and liabilities sold from the balance sheet. The Partnership retained all of the outstanding accounts receivable and accounts payable balances associated with this business that related to transactions prior to the closing date. As of September 30, 2019, the outstanding accounts receivable and accounts payable balances were $98.3 million and $49.0 million, respectively.
|
M.
|
Represents the pro forma non-recurring loss on the sale that would have been recorded if the Partnership had completed the sale of Mid-Con on September 30, 2019.
|
N.
|
Amounts in this column represent Hillstone’s unaudited consolidated statement of operations for the six months ended September 30, 2019.
|
O.
|
Amounts in this column represent Hillstone’s audited consolidated statement of operations for the year ended June 30, 2019.
|
P.
|
Represents the reversal of transaction expenses incurred by Hillstone related to this transaction for the respective periods.
|
Q.
|
Represents the incremental increase in depreciation and amortization expense for the respective periods.
|
R.
|
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.
|
S.
|
Represents the distributions paid on the Class D preferred units for the respective periods.
|
T.
|
Represents our general partner’s interest in Hillstone’s operations and the pro forma adjustments for the respective periods.
|
U.
|
Represents the pro forma effect of eliminating the results of operations of Mid-Con for the six months ended September 30, 2019 and the years ended March 31, 2019, 2018 and 2017 from the presentation of continuing operations.
|
V.
|
Represents the reduction in interest expense from the net repayment of outstanding borrowings under the revolving credit facility as a result of the sale of Mid-Con. As the pro forma statements of operations assume the transaction closed on April 1, 2016, the Partnership calculated the reduction by using $37.2 million and an assumed interest 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 less than $0.1 million.
|
W.
|
Represents our general partner’s interest in the pro forma adjustments related to the sale of Mid-Con for the respective periods.
|
|
Six Months Ended September 30,
|
|
Years Ended March 31,
|
||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Intercompany Revenue
|
$
|
—
|
|
|
$
|
6,816
|
|
|
$
|
8,371
|
|
|
$
|
1,273
|
|
|
|
|
|
|
|
|
|
||||||||
Intercompany Cost of Sales
|
$
|
—
|
|
|
$
|
6,796
|
|
|
$
|
7,189
|
|
|
$
|
—
|
|