Goodwill and Intangible Assets

9 Months Ended

Dec. 31, 2013

Note 6 — Goodwill and Intangible Assets

The changes in the balance of goodwill during the nine months ended December 31, 2013 were as follows (in thousands):

Balance at March 31, 2013	$	563,146
Revisions to acquisition accounting (Note 3)	(7,886		)
Acquisitions	481,977
Balance at December 31, 2013	$	1,037,237

Goodwill by reportable segment is as follows:

	December 31,		March 31,
	2013		2013
	(in thousands)
Crude oil logistics	$	571,675	$	244,073
Water solutions	264,203		119,668
Natural gas liquids logistics	87,136		87,136
Retail propane	114,223		112,269
	$	1,037,237	$	563,146

Our intangible assets consist of the following:

		December 31, 2013				March 31, 2013
		Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Useful Lives	Amount		Amortization		Amount		Amortization
		(in thousands)
Amortizable —
Customer relationships*	3-20 years	$	679,845	$	67,468	$	407,835	$	30,959
Water facility development agreement	5 years	14,000		1,400		—		—
Lease and other agreements	1-8 years	15,220		9,540		15,210		7,018
Non-compete agreements	2-7 years	12,391		5,135		11,855		2,871
Trade names	3-10 years	2,784		550		2,784		326
Debt issuance costs	5-10 years	43,555		7,028		19,494		2,981
Total amortizable		767,795		91,121		457,178		44,155

Non-amortizable —
Trade names		34,800		—		29,580		—
Water facility option agreement		2,500		—		—		—
Total		$	805,095	$	91,121	$	486,758	$	44,155

* The weighted-average remaining amortization period for customer relationship intangible assets is nine years.

Expected amortization of our amortizable intangible assets is as follows (in thousands):

Year Ending March 31,
2014 (three months)	$	21,680
2015	84,490
2016	82,391
2017	79,292
2018	76,669
Thereafter	332,152
	$	676,674

Amortization expense was as follows:

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2013		2012		2013		2012
	(in thousands)
Recorded in
Depreciation and amortization	$	19,888	$	9,474	$	40,488	$	18,294
Cost of sales	943		1,763		2,517		3,315
Interest expense	1,593		925		4,055		2,261
Loss on early extinguishment of debt	—		—		—		5,769
	$	22,424	$	12,162	$	47,060	$	29,639

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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