Goodwill and Intangible Assets

6 Months Ended

Sep. 30, 2014

Note 6 — Goodwill and Intangible Assets

The changes in the balance of goodwill during the six months ended September 30, 2014 were as follows (in thousands):

Beginning of period	$	1,107,006
Revisions to acquisition accounting (Note 4)	(21,614		)
Acquisitions (Note 4)	86,895
Disposal	(1,797		)
End of period	$	1,170,490

Goodwill by reportable segment is as follows:

	September 30,		March 31,
	2014		2014
	(in thousands)
Crude oil logistics	$	579,845	$	606,383
Water solutions	320,106		262,203
Liquids	91,135		90,135
Retail propane	114,285		114,285
Refined products and renewables	65,119		34,000
Total	$	1,170,490	$	1,107,006

Our intangible assets consist of the following:

		September 30, 2014				March 31, 2014
	Amortizable	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Lives	Amount		Amortization		Amount		Amortization
		(in thousands)
Amortizable —
Customer relationships (1)	3–20 years	$	761,992	$	119,439	$	697,405	$	83,261
Pipeline capacity rights	30 years	94,800		942		—		—
Water facility development agreement	5 years	14,000		3,500		14,000		2,100
Executory contracts and other agreements	5–10 years	23,920		16,367		23,920		13,190
Non-compete agreements	2–7 years	14,412		8,302		14,161		6,388
Trade names	2–10 years	14,539		5,197		15,489		3,081
Debt issuance costs	5–10 years	53,289		12,737		44,089		8,708
Total amortizable		976,952		166,484		809,064		116,728

Non-amortizable —
Trade names		27,620				22,620
Total		$	1,004,572	$	166,484	$	831,684	$	116,728

(1) The weighted-average remaining amortization period for customer relationship intangible assets is approximately 9 years.

Amortization expense is as follows:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
Recorded In	2014		2013		2014		2013
	(in thousands)
Depreciation and amortization	$	21,711	$	11,324	$	42,604	$	20,600
Cost of sales	1,984		949		4,121		1,574
Interest expense	2,117		1,065		4,029		2,462
Total	$	25,812	$	13,338	$	50,754	$	24,636

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

Year Ending March 31,
2015 (six months)	$	50,570
2016	97,432
2017	90,795
2018	86,818
2019	79,587
Thereafter	405,266
Total	$	810,468

- 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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