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NGL ENERGY PARTNERS LP

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NGL ENERGY PARTNERS LP : AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Form 8-K)

06/21/2021 | 07:23am EDT
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

Introduction

On June 18, 2021, NGL Energy Partners LP ('we,' 'us,' 'our' or 'the Partnership') sold its 71.5% interest in Sawtooth Caverns LLC ('Sawtooth') and associated assets to a group of buyers for total consideration of $70 million less estimated expenses of approximately $2.1 million. Sawtooth previously comprised a portion of the Partnership's Liquids Logistics segment.

The following sets forth the unaudited pro forma condensed consolidated balance sheet of the Partnership as of March 31, 2021 and the unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2021. The unaudited pro forma condensed consolidated balance sheet gives pro forma effect only for the sale of Sawtooth as if it had occurred on March 31, 2021. The unaudited pro forma condensed consolidated statement of operations gives pro forma effect for the sale of Sawtooth as if it had occurred on April 1, 2020.

These unaudited pro forma condensed consolidated financial statements have been derived from the Partnership's historical consolidated financial statements, which are included in its Annual Report on Form 10-K for the year ended March 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the Partnership's historical financial statements and related notes thereto.

The following unaudited pro forma condensed consolidated financial statements are based on certain assumptions and do not purport to be indicative of the results that actually would have been achieved if the transactions described above had occurred on the dates indicated. Moreover, the accompanying unaudited pro forma condensed consolidated financial statements do not project the Partnership's results of operations for any future date or period.


NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2021
(U.S. Dollars in Thousands)
Historical NGL Energy Partners LP (As Reported) Transaction Accounting Adjustments Pro Forma NGL Energy Partners LP
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,829 $ (1,697) (A) $ 71,032
70,000 (B)
(2,100) (B)
Accounts receivable-trade, net 725,943 (1,254) (A) 724,689
Accounts receivable-affiliates 9,435 - 9,435
Inventories 158,467 (1,658) (A) 156,809
Prepaid expenses and other current assets 109,164 (159) (A) 109,005
Total current assets 1,007,838 63,132 1,070,970
PROPERTY, PLANT AND EQUIPMENT, net 2,706,853 (120,629) (A) 2,586,224
GOODWILL 744,439 - 744,439
INTANGIBLE ASSETS, net 1,262,613 (64,958) (A) 1,197,655
INVESTMENTS IN UNCONSOLIDATED ENTITIES 22,719 - 22,719
OPERATING LEASE RIGHT-OF-USE ASSETS 152,146 (3,497) (A) 148,649
OTHER NONCURRENT ASSETS 50,733 - 50,733
Total assets $ 5,947,341 $ (125,952) $ 5,821,389
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable-trade $ 679,868 $ (79) (A) $ 679,789
Accounts payable-affiliates 119 - 119
Accrued expenses and other payables 170,400 (567) (A) 169,833
Advance payments received from customers 11,163 (2,787) (A) 8,376
Current maturities of long-term debt 2,183 - 2,183
Operating lease obligations 47,070 (293) (A) 46,777
Total current liabilities 910,803 (3,726) 907,077
LONG-TERM DEBT, net of debt issuance costs and current maturities 3,319,030 (5,000) (A) 3,314,030
OPERATING LEASE OBLIGATIONS 103,637 (3,027) (A) 100,610
OTHER NONCURRENT LIABILITIES 114,615 (1,582) (A) 113,033
COMMITMENTS AND CONTINGENCIES
CLASS D PREFERRED UNITS 551,097 - 551,097
EQUITY:
General partner, representing a 0.1% interest (52,189) (61) (C) (52,250)
Limited partners, representing a 99.9% interest 582,784 (61,244) (C) 521,540
Class B preferred limited partners 305,468 - 305,468
Class C preferred limited partners 42,891 - 42,891
Accumulated other comprehensive loss (266) - (266)
Noncontrolling interests 69,471 (51,312) (A) 18,159
Total equity 948,159 (112,617) 835,542
Total liabilities and equity $ 5,947,341 $ (125,952) $ 5,821,389

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.


NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended March 31, 2021
(U.S. dollars in thousands, except unit and per unit amounts)
Historical NGL Energy Partners LP (As Reported) Transaction Accounting Adjustments Pro Forma NGL Energy Partners LP
REVENUES $ 5,227,023 $ (12,523) (D) $ 5,214,500
COST OF SALES 4,493,822 (220) (D) 4,493,602
OPERATING COSTS AND EXPENSES:
Operating 254,562 (7,867) (D) 246,695
General and administrative 70,468 (114) (D) 70,354
Depreciation and amortization 317,227 (9,652) (D) 307,575
Loss on disposal or impairment of assets, net 475,436 (6) (D) 475,430
Revaluation of liabilities 6,261 - 6,261
Operating Loss (390,753) 5,336 (385,417)
OTHER INCOME (EXPENSE):
Equity in earnings of unconsolidated entities 1,938 - 1,938
Interest expense (198,799) 206 (D) (198,593)
Loss on early extinguishment of liabilities, net (16,692) - (16,692)
Other expense, net (36,503) (3) (D) (36,506)
Loss From Continuing Operations Before Income Taxes (640,809) 5,539 (635,270)
INCOME TAX BENEFIT 3,391 - 3,391
Net Loss From Continuing Operations (637,418) 5,539 (631,879)
LESS: CONTINUING OPERATIONS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (632) 56 (D) (576)
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP (638,050) 5,595 (632,455)
LESS: DISTRIBUTIONS TO PREFERRED UNITHOLDERS (93,364) - (93,364)
LESS: CONTINUING OPERATIONS NET LOSS ALLOCATED TO GENERAL PARTNER 731 (6) (E) 725
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS $ (730,683) $ 5,589 $ (725,094)
BASIC AND DILUTED LOSS FROM CONTINUING OPERATIONS PER COMMON UNIT $ (5.67) $ (5.62)
BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING 128,980,823 128,980,823

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.




NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1 - Basis of Presentation

See 'Introduction' for more information regarding the basis of presentation for these unaudited pro forma condensed consolidated financial statements.

Note 2 - Transaction Accounting Adjustments

The unaudited pro forma condensed consolidated financial statements reflect the impact of the following transaction accounting adjustments:

A.Represents the removal of the Sawtooth assets and liabilities from the balance sheet.
B.Represents the net cash proceeds received at closing from the sale of Sawtooth for total consideration of $70 million, less estimated expenses of approximately $2.1 million.
C.Represents the pro forma non-recurring loss on the sale that would have been recorded if the Partnership had completed the sale of Sawtooth on March 31, 2021.
D.Represents the pro forma effect of eliminating the results of operations of Sawtooth for the year ended March 31, 2021 from the presentation of continuing operations.
E.Represents our general partner's interest in the transaction accounting adjustments related to the sale of Sawtooth for the year ended March 31, 2021.

Note 3 - Earnings per Unit

Basic earnings per unit is computed by dividing the net income (loss) by the weighted average number of units outstanding during a period. To determine net income (loss) allocated to each class of ownership, the Partnership first allocates net income (loss) in accordance with the amount of distributions made for the quarter by each class of units, if any. The remaining net income is allocated to each class of units in proportion to the weighted average number of units of such class outstanding for a period, as compared to the weighted average number of units outstanding for all classes for the period, with the exception of net losses. Net losses are allocated only to the common units.


Disclaimer

NGL Energy Partners LP published this content on 21 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2021 11:22:02 UTC.


© Publicnow 2021
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