Acquisitions (Tables)

12 Months Ended

Mar. 31, 2013

Pro Forma Results of Operations

Schedule of unaudited pro forma consolidated results of operations

The following unaudited pro forma consolidated data below are presented as if the High Sierra, Pecos, and Third Coast acquisitions had been completed on April 1, 2011 (in thousands, except per unit amounts). The pro forma earnings per unit are based on the common and subordinated units outstanding as of March 31, 2013.

	Years Ended March 31,
	2013		2012
Revenues	$	5,430,449	$	4,789,040
Income from continuing operations	56,366		15,720
Limited partners’ interest in income from continuing operations	53,442		15,704
Basic and diluted earnings from continuing operations per common unit	1.00		0.29
Basic and diluted earnings from continuing operations per subordinated unit	1.00		0.29

High Sierra

Pro Forma Results of Operations

Summary of the revenues and cost of sales included in consolidated statement of operations

The following table summarizes the revenues and cost of sales contributed by High Sierra’s operations and the operations of the subsequent acquisitions of crude oil logistics and water services businesses (in thousands):

	Revenues		Cost of Sales
Crude oil logistics	$	2,316,288	$	2,244,647
Natural gas liquids logistics	696,424		663,630
Water services	62,227		5,611
Other	4,233		—
Total	$	3,079,172	$	2,913,888

Schedule of the fair value of the assets acquired and liabilities assumed

The fair values of the assets acquired and liabilities assumed in our acquisition of High Sierra are summarized below (in thousands):

Accounts receivable	$	395,311
Inventory	43,575
Receivables from affiliates	7,724
Derivative assets	10,646
Forward purchase and sale contracts	34,717
Other current assets	11,131
Property, plant and equipment:
Land	5,910
Transportation vehicles and equipment (5 - 10 years)	20,968
Facilities and equipment (2 - 30 years)	103,574
Buildings and improvements (5 - 30 years)	9,691
Information technology equipment and software (3 - 5 years)	4,099
Construction in progress	11,213
Intangible assets:
Customer relationships (5 - 17 years)	245,000
Lease contracts (1 - 10 years)	12,400
Trade names (indefinite)	13,000
Goodwill	220,884
Assumed liabilities:
Accounts payable	(417,369		)
Accrued expenses and other current liabilities	(35,611		)
Payables to affiliates	(9,014		)
Advance payments received from customers	(1,237		)
Derivative liabilities	(5,726		)
Forward purchase and sale contracts	(18,680		)
Long-term debt	(2,537		)
Other noncurrent liabilities	(3,224		)
Noncontrolling interest in consolidated subsidiary	(2,400		)
Consideration paid, net of cash acquired	$	654,045

Schedule of consideration paid

Cash paid, net of cash acquired	$	239,251
Value of common units issued, net of issuance costs	414,794
Total consideration paid	$	654,045

Pecos

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

We have preliminarily estimated the fair value of the assets acquired and liabilities assumed as follows (in thousands):

Accounts receivable	$	73,704
Inventory	1,903
Other current assets	1,425
Property, plant and equipment:
Vehicles and related equipment (5 - 10 years)	19,193
Other	2,562
Customer relationships (5 years)	8,000
Trade names (indefinite life)	1,000
Goodwill	86,661
Accounts payable and accrued liabilities	(51,827		)
Long-term debt	(10,234		)
Total consideration paid	$	132,387

Schedule of consideration paid

The consideration paid consists of the following (in thousands):

Cash paid, net of cash acquired and cash received pursuant to Call Agreement	$	87,444
Value of common units issued pursuant to Call Agreement	44,943
Total consideration paid	$	132,387

Third Coast

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

We have preliminarily estimated the fair value of the assets acquired and liabilities assumed as follows (in thousands):

Accounts receivable	$	2,248
Other current assets	140
Property, plant and equipment:
Barges and tow boats (20 years)	12,883
Other (3 - 5 years)	30
Customer relationships (5 years)	4,000
Trade names (indefinite life)	500
Goodwill	22,551
Other noncurrent assets	2,733
Assumed liabilities	(2,202		)
Consideration paid	$	42,883

Schedule of consideration paid

The consideration paid consists of the following (in thousands):

Cash paid, net of cash received pursuant to call agreement	$	35,000
Value of common units issued pursuant to call agreement	7,883
Total consideration paid	$	42,883

Other Crude Oil Logistics and Water Services Business Combinations

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

We have preliminarily estimated the fair value of the assets acquired and liabilities assumed as follows (in thousands):

Accounts receivable	$	2,660
Inventory	191
Other current assets	738
Property, plant and equipment:
Disposal wells and related equipment (3 - 30 years)	13,322
Other (5 - 30 years)	5,671
Customer relationships (5 - 15 years)	6,800
Non-compete agreements (3 - 5 years)	510
Trade names (indefinite life)	500
Goodwill	43,822
Current liabilities	(5,400		)
Notes payable	(1,340		)
Other noncurrent liabilities	(156		)
Noncontrolling interest	(2,333		)
Consideration paid	$	64,985

Schedule of consideration paid

The consideration paid consists of the following (in thousands):

Cash paid, net of cash acquired	$	52,552
Value of common units issued	12,433
Total consideration paid	$	64,985

Retail combinations

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

Our estimates of the fair value of the assets acquired and liabilities assumed in these six combinations are as follows (in thousands):

Accounts receivable	$	8,715
Inventory	5,155
Other current assets	1,228
Property, plant and equipment:
Land	1,945
Tanks and other retail propane equipment (5-20 years)	28,763
Vehicles (5 years)	11,344
Buildings (30 years)	7,052
Other equipment	1,201
Intangible assets:
Customer relationships (10-15 years)	16,890
Tradenames (indefinite)	2,924
Non-compete agreements (5 years)	1,387
Goodwill	21,983
Other non-current assets	784
Long-term debt, including current portion	(6,594		)
Other assumed liabilities	(12,511		)
Fair value of net assets acquired	$	90,266

Schedule of consideration paid

Consideration paid consists of the following (in thousands):

Cash consideration paid	$	71,392
Value of common units issued	18,874
Total consideration	$	90,266

Osterman

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

The following table presents the final allocation of the acquisition cost to the assets acquired and liabilities assumed, based on their fair values (in thousands):

				Estimated
				Allocation
				as of
	Final			March 31,
	Allocation			2012			Revision
Accounts receivable	$	9,350		$	5,584		$	3,766
Inventory	3,869			3,898			(29		)
Other current assets	215			212			3
Property, plant and equipment:
Land	2,349			4,500			(2,151		)
Tanks and other retail propane equipment (15-20 years)	47,160			55,000			(7,840		)
Vehicles (5-20 years)	7,699			12,000			(4,301		)
Buildings (30 years)	3,829			6,500			(2,671		)
Other equipment (3-5 years)	732			1,520			(788		)
Intangible assets:
Customer relationships (20 years)	54,500			62,479			(7,979		)
Tradenames (indefinite life)	8,500			5,000			3,500
Non-compete agreements (7 years)	700			—			700
Goodwill	52,267			30,405			21,862
Assumed liabilities	(9,654		)	(5,431		)	(4,223		)
Consideration paid, net of cash acquired	$	181,516		$	181,667		$	(151	)

Schedule of consideration paid

Consideration paid consists of the following (in thousands):

			Estimated
			Allocation
			as of
	Final		March 31,
	Allocation		2012		Revision
Cash paid at closing, net of cash acquired	$	94,873	$	96,000	$	(1,127	)
Fair value of common units issued at closing	81,880		81,880		—
Working capital payment (paid in November 2012)	4,763		3,787		976
Consideration paid, net of cash acquired	$	181,516	$	181,667	$	(151	)

SemStream

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

The following table presents the fair values of the assets acquired and liabilities assumed in the SemStream combination (in thousands):

Propane and other natural gas liquids inventory	$	104,226
Derivative financial instruments	3,578
Assets held for sale	3,000
Prepaids and other current assets	9,833
Property, plant and equipment:
Land	3,470
Tanks and terminals (20-30 years)	41,434
Vehicles and rail cars (5 years)	470
Other (5 years)	3,326
Investment in capital lease	3,112
Amortizable intangible assets:
Customer relationships (8-15 years)	31,950
Rail car leases (1-4 years)	1,008
Goodwill	74,924
Assumed current liabilities	(4,591		)
Consideration paid	$	275,740

Pacer

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

The following table presents the final allocation of the acquisition cost to the assets acquired and liabilities assumed, based on their fair values (in thousands):

				Estimated
				Allocation
				as of
	Final			March 31,
	Allocation			2012			Revision
Accounts receivable	$	4,389		$	4,389		$	—
Inventory	965			965			—
Other current assets	43			43			—
Property, plant and equipment:
Land	1,967			1,400			567
Tanks and other retail propane equipment (15 - 20 years)	12,793			11,200			1,593
Vehicles (5 years)	3,090			5,000			(1,910		)
Buildings (30 years)	409			2,300			(1,891		)
Other equipment (3-5 years)	59			200			(141		)
Intangible assets:
Customer relationships (15 years)	23,560			21,980			1,580
Tradenames (indefinite life)	2,410			1,000			1,410
Noncompete agreements	1,520			—			1,520
Goodwill	15,782			18,460			(2,678		)
Assumed Liabilities	(4,399		)	(4,349		)	(50		)
Consideration paid	$	62,588		$	62,588		$	—

Schedule of consideration paid

The consideration paid in the Pacer combination consisted of the following (in thousands):

Cash	$	32,213
Common units	30,375
	$	62,588

North American

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

The following table presents the final allocation of the acquisition costs to the assets acquired and liabilities assumed, based on their fair values (in thousands):

				Estimated
				Allocation
				as of
	Final			March 31,
	Allocation			2012			Revision
Accounts receivable	$	10,338		$	10,338		$	—
Inventory	3,437			3,437			—
Other current assets	282			282			—
Property, plant and equipment:
Land	2,251			2,600			(349		)
Tanks and other retail propane equipment (15-20 years)	24,790			27,100			(2,310		)
Terminal assets (15-20 years)	1,044			—			1,044
Vehicles (5-15 years)	5,819			9,000			(3,181		)
Buildings (30 years)	2,386			2,200			186
Other equipment (3-5 years)	634			500			134
Intangible assets:
Customer relationships (10 years)	12,600			9,800			2,800
Tradenames (10 years)	2,700			1,000			1,700
Noncompete agreements (3 years)	700			—			700
Goodwill	13,978			14,702			(724		)
Assumed liabilities	(11,129		)	(11,129		)	—
Consideration paid	$	69,830		$	69,830		$	—

Hicksgas LLC and Gifford

Pro Forma Results of Operations

Schedule of the fair value of the assets acquired and liabilities assumed

The following table presents the allocation of the acquisition cost to the assets acquired and liabilities assumed, based on their estimated fair values, in the acquisition of the retail propane businesses of Hicksgas LLC and Gifford described above (in thousands):

Accounts receivable	$	5,669
Inventory	6,182
Prepaid expenses and other current assets	2,600
	14,451
Property, plant, and equipment:
Land	2,666
Tanks and other retail propane equipment (15 year life)	23,016
Vehicles (5 year life)	6,599
Buildings (30 year life)	7,053
Office equipment (5 year life)	523
Amortizable intangible assets:
Customer relationships (15 year life)	2,170
Non-compete agreements (5 year life)	550
Tradenames (indefinite-life intangible asset)	830
Goodwill (retail propane segment)	3,716
Total assets acquired	61,574
Accounts payable	1,837
Customer advances and deposits	12,089
Accrued and other current liabilities	2,152
	16,078
Long-term debt	5,768
Other long-term liabilities	274
Total liabilities assumed	22,120
Net assets acquired	$	39,454