NGL Energy Partners LP (NYSE:NGL) (“NGL,” “our,” “we,” or the
“Partnership”) today reported income from continuing operations for
the quarter ended September 30, 2019 of $0.7 million, compared to a
loss from continuing operations of $26.0 million for the quarter
ended September 30, 2018. For the six months ended September 30,
2019, the Partnership reported a loss from continuing operations of
$1.7 million, compared to a loss from continuing operations of
$284.8 million for the six months ended September 30, 2018.
“We have accomplished a significant shift in our business over
the past two years, culminating in the most recent quarter when we
sold the majority of our refined products business, closed on the
Mesquite acquisition and announced the acquisition of Hillstone,”
stated Mike Krimbill, NGL’s CEO. “We have removed a significant
amount of volatility and seasonality from our earnings, reduced
leverage and simplified our business model. We have grown our water
solutions infrastructure, increased our acreage dedications and
minimum volume commitments and lengthened our average customer
contract term as we have moved this segment to a true midstream
model. Our quarterly results demonstrate some of these
accomplishments, with others, including the continued ramp of
volumes on Mesquite and our organic pipeline developments, the
integration of Hillstone into our Delaware Basin gathering and
disposal franchise and the further wind down of refined products
with the corresponding reduction in working capital, expected to be
completed during the second half of our fiscal year.”
Highlights for the quarter include:
- Adjusted EBITDA from continuing operations for the second
quarter of Fiscal 2020 of $119.0 million, compared to $91.7 million
for the second quarter of Fiscal 2019
- Acquisition of the assets of Mesquite Disposals Unlimited,
LLC (“Mesquite”) on July 2, 2019 for a total purchase price of
$885.3 million on a cash-free, debt-free basis, $200.0 million of
which will be funded in deferred payments
- Issuance of 9.00% Class D Preferred Units for gross proceeds
of $400.0 million, 9.00% Class B Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Units valued at
approximately $100.0 million and entered into a $250 million Term
Credit Agreement to fund the acquisition of Mesquite
- Completion of the sale of a significant portion of the
Partnership’s Refined Products business (“TPSL”) on
September 30, 2019 for approximately $300.0 million,
including the monetization of certain related hedge positions after
the completion of the sale, with proceeds used to reduce
indebtedness and improve leverage
Subsequent to the end of the quarter, the Partnership:
- Completed the acquisition of Hillstone Environmental
Partners, LLC (“Hillstone”) on October 31, 2019;
- Issued 9.00% Class D Preferred Units for gross proceeds of
$200.0 million to fund a portion of Hillstone; and
- Amended the Partnership’s Credit Agreement to, among other
things, adjust certain financial covenants and provide for up to
$1.790 billion in aggregate commitments, consisting of (i) a $600
million Working Capital Facility for working capital requirements
and other general corporate purposes and (ii) a $1.190 billion
Expansion Capital Facility, for acquisitions, internal growth
projects, other capital expenditures and general corporate
purposes.
Quarterly Results of Operations
The following table summarizes operating income (loss) and
Adjusted EBITDA from continuing operations by operating segment for
the periods indicated:
Quarter Ended
September 30, 2019
September 30, 2018
Operating Income
(Loss)
Adjusted EBITDA
Operating Income
(Loss)
Adjusted EBITDA
(in thousands)
Crude Oil Logistics
$
38,520
$
54,632
$
31,022
$
48,477
Liquids
8,397
19,301
10,758
20,530
Water Solutions
21,274
56,879
9,770
38,813
Refined Products and Renewables
16,681
(517
)
(1,851
)
(6,095
)
Corporate and Other
(38,477
)
(11,318
)
(35,352
)
(10,063
)
Total
$
46,395
$
118,977
$
14,347
$
91,662
The tables included in this release reconcile operating income
(loss) to Adjusted EBITDA from continuing operations, a non-GAAP
financial measure, for each of our operating segments.
Crude Oil Logistics
The Partnership’s Crude Oil Logistics segment generated Adjusted
EBITDA of $54.6 million during the quarter ended September 30,
2019, compared to $48.5 million during the quarter ended September
30, 2018. Results for the second quarter of Fiscal 2020 improved
compared to the same quarter in Fiscal 2019 due to increased
volumes on our Grand Mesa Pipeline as a result of increased
production in the DJ Basin. During the three months ended September
30, 2019, financial volumes on the Grand Mesa Pipeline averaged
approximately 128,000 barrels per day.
Liquids
The Partnership’s Liquids segment generated Adjusted EBITDA of
$19.3 million during the quarter ended September 30, 2019, compared
to $20.5 million during the quarter ended September 30, 2018. This
decrease was largely driven by lower volumes and margins on propane
sales. The decrease was offset by strong butane sales, including
steady volumes at our Chesapeake, Virginia export terminal.
Total product margin per gallon was $0.045 for the quarter ended
September 30, 2019, compared to $0.048 for the quarter ended
September 30, 2018. This decrease was primarily the result of lower
propane and other product margins.
Propane volumes decreased by approximately 4.5 million gallons,
or 1.7%, during the quarter ended September 30, 2019 compared to
the quarter ended September 30, 2018. Butane volumes increased by
approximately 38.7 million gallons, or 29.5%, during the quarter
ended September 30, 2019 compared to the quarter ended September
30, 2018. Other Liquids volumes decreased by approximately 0.3
million gallons, or 0.3%, during the quarter ended September 30,
2019 compared to the same period in the prior year.
Water Solutions
The Partnership’s Water Solutions segment generated Adjusted
EBITDA of $56.9 million during the quarter ended September 30,
2019, compared to $38.8 million during the quarter ended September
30, 2018. The increase in Adjusted EBITDA is due to an increase in
the volume of wastewater processed as well as higher disposal fees
per barrel. The Partnership processed approximately 1,258,000
barrels of wastewater per day during the quarter ended September
30, 2019, a 24.9% increase when compared to approximately 1,008,000
barrels of wastewater per day during the quarter ended September
30, 2018. The increase in volumes is due to wastewater processed
from the acquisition of Mesquite and other acquired and newly
developed facilities, which was partially offset by wastewater
volume reductions as a result of the sale of our Bakken and South
Pecos water disposal businesses during the fiscal year ended March
31, 2019.
Revenues from recovered hydrocarbons, including the impact from
realized skim oil hedges, totaled $16.4 million for the quarter
ended September 30, 2019, an increase of $3.5 million from the
prior year period. The increase was primarily due to higher prices
from our skim oil sales net of hedges, which were partially offset
by lower skim oil volumes resulting from the sale of our Bakken and
South Pecos water disposal businesses.
Refined Products and Renewables
The Partnership’s Refined Products and Renewables segment
generated Adjusted EBITDA from continuing operations of $(0.5)
million during the quarter ended September 30, 2019, compared to
$(6.1) million during the quarter ended September 30, 2018. The
results for the quarter ended September 30, 2019 were positively
impacted by increased volumes due to continued demand for motor
fuels and higher margins in West Coast markets, partially offset by
lower inventory valuations resulting from lower Gulf Coast gasoline
and diesel prices.
Refined product barrels sold during the quarter ended September
30, 2019 totaled approximately 41.8 million barrels, an increase of
approximately 0.7 million barrels compared to the same period in
the prior year due to an increase in bulk sales volumes. Renewables
barrels sold during the quarter ended September 30, 2019 totaled
approximately 0.6 million, which was slightly lower than the same
period in the prior year.
The Partnership completed the sale of TPSL on September 30, 2019
for approximately $300.0 million, including the monetization of
certain related hedge positions after the completion of the sale.
The results from the business that was sold are included in
discontinued operations in the Partnership’s financial
statements.
Corporate and Other
Adjusted EBITDA for Corporate and Other was $(11.3) million
during the quarter ended September 30, 2019, compared to $(10.1)
million during the quarter ended September 30, 2018. The increase
in expenses is primarily due to increased costs related to
compensation, consulting services and insurance, partially offset
by lower legal costs.
Capitalization and Liquidity
On October 30, 2019, the Partnership amended its Credit
Agreement, to, among other things, adjust the allocation of the
commitments of the lenders to make revolving loans thereunder and,
effective with the fiscal quarter ending December 31, 2019,
eliminate the leverage ratio financial covenant (as defined in the
Credit Agreement) and adjust the senior secured leverage ratio (as
defined in the Credit Agreement), interest coverage ratio (as
defined in the Credit Agreement) and total leverage indebtedness
ratio financial covenants (as defined in the Credit Agreement). As
amended, the Credit Agreement provides for up to $1.790 billion in
aggregate commitments, consisting of (i) a $600 million Working
Capital Facility for working capital requirements and other general
corporate purposes and (ii) a $1.190 billion Expansion Capital
Facility for acquisitions, internal growth projects, other capital
expenditures and general corporate purposes.
Total debt outstanding, including working capital borrowings,
was $2.774 billion at September 30, 2019 compared to $2.161 billion
at March 31, 2019, an increase of $613 million due primarily to the
redemption of the Partnership’s Class A Preferred Units, the
Mesquite acquisition and other growth capital expenditures during
the period, which were partially offset by a reduction in working
capital borrowings using proceeds from the sale of TPSL. The
Partnership’s Leverage Ratio and Total Indebtedness Leverage Ratio
(as defined in our Credit Agreement) were approximately 3.73x and
4.85x, respectively, at September 30, 2019.
Working capital borrowings totaled $643.0 million at September
30, 2019 compared to $896.0 million at March 31, 2019, a decrease
of $253.0 million driven by the sale of TPSL and associated assets.
Total liquidity (cash plus available capacity on our revolving
credit facility) was approximately $503.5 million as of September
30, 2019.
Fiscal 2020 Guidance Update
For Fiscal 2020, the Partnership expects to generate adjusted
EBITDA from continuing operations in a range for each of its
operating segments as follows:
FY 2020 Adjusted EBITDA
Ranges
Low
High
(in thousands)
Crude Oil Logistics
$
200,000
$
220,000
Water Solutions
270,000
300,000
Liquids
85,000
95,000
Refined Products and Renewables
15,000
30,000
Corporate and Other
(30,000
)
(30,000
)
Second Quarter Conference Call Information
A conference call to discuss NGL’s results of operations is
scheduled for 10:00 am Central Time on Friday, November 8, 2019.
Analysts, investors, and other interested parties may access the
conference call by dialing (800) 291-4083 and providing access code
2980107. An archived audio replay of the conference call will be
available for 7 days beginning at 1:00 pm Central Time on November
8, 2019, which can be accessed by dialing (855) 859-2056 and
providing access code 2980107.
Non-GAAP Financial Measures
NGL defines EBITDA as net income (loss) attributable to NGL
Energy Partners LP, plus interest expense, income tax expense
(benefit), and depreciation and amortization expense. NGL defines
Adjusted EBITDA as EBITDA excluding net unrealized gains and losses
on derivatives, lower of cost or market adjustments, gains and
losses on disposal or impairment of assets, gains and losses on
early extinguishment of liabilities, equity-based compensation
expense, acquisition expense, revaluation of liabilities, certain
legal settlements and other. We also include in Adjusted EBITDA
certain inventory valuation adjustments related to our Refined
Products and Renewables segment, as discussed below. EBITDA and
Adjusted EBITDA should not be considered as alternatives to net
(loss) income, income (loss) from continuing operations before
income taxes, cash flows from operating activities, or any other
measure of financial performance calculated in accordance with
GAAP, as those items are used to measure operating performance,
liquidity or the ability to service debt obligations. NGL believes
that EBITDA provides additional information to investors for
evaluating NGL’s ability to make quarterly distributions to NGL’s
unitholders and is presented solely as a supplemental measure. NGL
believes that Adjusted EBITDA provides additional information to
investors for evaluating NGL’s financial performance without regard
to NGL’s financing methods, capital structure and historical cost
basis. Further, EBITDA and Adjusted EBITDA, as NGL defines them,
may not be comparable to EBITDA, Adjusted EBITDA, or similarly
titled measures used by other entities.
Other than for NGL’s Refined Products and Renewables segment,
for purposes of the Adjusted EBITDA calculation, NGL makes a
distinction between realized and unrealized gains and losses on
derivatives. During the period when a derivative contract is open,
NGL records changes in the fair value of the derivative as an
unrealized gain or loss. When a derivative contract matures or is
settled, NGL reverses the previously recorded unrealized gain or
loss and records a realized gain or loss. NGL does not draw such a
distinction between realized and unrealized gains and losses on
derivatives of NGL’s Refined Products and Renewables segment. The
primary hedging strategy of NGL’s Refined Products and Renewables
segment is to hedge against the risk of declines in the value of
inventory over the course of the contract cycle, and many of the
hedges are six months to one year in duration at inception. The
“inventory valuation adjustment” row in the reconciliation table
reflects the difference between the market value of the inventory
of NGL’s Refined Products and Renewables segment at the balance
sheet date and its cost, adjusted for the impact of seasonal market
movements related to our base inventory and the related hedge. NGL
includes this in Adjusted EBITDA because the unrealized gains and
losses associated with derivative contracts associated with the
inventory of this segment, which are intended primarily to hedge
inventory holding risk and are included in net income, also affect
Adjusted EBITDA.
Distributable Cash Flow is defined as Adjusted EBITDA minus
maintenance capital expenditures, income tax expense, cash interest
expense and other. Maintenance capital expenditures represent
capital expenditures necessary to maintain the Partnership’s
operating capacity. Distributable Cash Flow is a performance metric
used by senior management to compare cash flows generated by the
Partnership (excluding growth capital expenditures and prior to the
establishment of any retained cash reserves by the Board of
Directors) to the cash distributions expected to be paid to
unitholders. Using this metric, management can quickly compute the
coverage ratio of estimated cash flows to planned cash
distributions. This financial measure also is important to
investors as an indicator of whether the Partnership is generating
cash flow at a level that can sustain, or support an increase in,
quarterly distribution rates. Actual distribution amounts are set
by the Board of Directors.
Forward-Looking Statements
This press release includes “forward-looking statements.” All
statements other than statements of historical facts included or
incorporated herein may constitute forward-looking statements.
Actual results could vary significantly from those expressed or
implied in such statements and are subject to a number of risks and
uncertainties. While NGL believes such forward-looking statements
are reasonable, NGL cannot assure they will prove to be correct.
The forward-looking statements involve risks and uncertainties that
affect operations, financial performance, and other factors as
discussed in filings with the Securities and Exchange Commission.
Other factors that could impact any forward-looking statements are
those risks described in NGL’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and other public filings. You are
urged to carefully review and consider the cautionary statements
and other disclosures made in those filings, specifically those
under the heading “Risk Factors.” NGL undertakes no obligation to
publicly update or revise any forward-looking statements except as
required by law.
NGL provides Adjusted EBITDA guidance that does not include
certain charges and costs, which in future periods are generally
expected to be similar to the kinds of charges and costs excluded
from Adjusted EBITDA in prior periods, such as income taxes,
interest and other non-operating items, depreciation and
amortization, net unrealized gains and losses on derivatives, lower
of cost or market adjustments, gains and losses on disposal or
impairment of assets, gains and losses on early extinguishment of
liabilities, equity-based compensation expense, acquisition
expense, revaluation of liabilities and items that are unusual in
nature or infrequently occurring. The exclusion of these charges
and costs in future periods will have a significant impact on the
Partnership’s Adjusted EBITDA, and the Partnership is not able to
provide a reconciliation of its Adjusted EBITDA guidance to net
income (loss) without unreasonable efforts due to the uncertainty
and variability of the nature and amount of these future charges
and costs and the Partnership believes that such reconciliation, if
possible, would imply a degree of precision that would be
potentially confusing or misleading to investors.
About NGL Energy Partners LP
NGL Energy Partners LP is a Delaware limited partnership. NGL
owns and operates a vertically integrated energy business with four
primary businesses: Crude Oil Logistics, Water Solutions, Liquids,
and Refined Products and Renewables. NGL completed its initial
public offering in May 2011. For further information, visit the
Partnership’s website at www.nglenergypartners.com.
NGL ENERGY PARTNERS LP AND
SUBSIDIARIES
Unaudited Condensed
Consolidated Balance Sheets
(in Thousands, except unit
amounts)
September 30, 2019
March 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
21,154
$
18,572
Accounts receivable-trade, net of
allowance for doubtful accounts of $4,773 and $4,016,
respectively
987,875
998,203
Accounts receivable-affiliates
14,374
12,867
Inventories
308,793
252,770
Prepaid expenses and other current
assets
199,002
142,811
Assets held for sale
—
387,450
Total current assets
1,531,198
1,812,673
PROPERTY, PLANT AND EQUIPMENT, net of
accumulated depreciation of $469,229 and $417,457, respectively
2,485,880
1,828,940
GOODWILL
1,176,042
1,113,149
INTANGIBLE ASSETS, net of accumulated
amortization of $566,054 and $503,117, respectively
1,194,581
800,889
INVESTMENTS IN UNCONSOLIDATED ENTITIES
1,445
1,127
OPERATING LEASE RIGHT-OF-USE ASSETS
203,122
—
OTHER NONCURRENT ASSETS
71,755
113,857
ASSETS HELD FOR SALE
—
231,858
Total assets
$
6,664,023
$
5,902,493
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable-trade
$
842,064
$
879,063
Accounts payable-affiliates
24,542
28,469
Accrued expenses and other payables
336,126
191,731
Advance payments received from
customers
27,045
8,461
Current maturities of long-term debt
649
648
Operating lease obligations
68,084
—
Liabilities held for sale
—
142,781
Total current liabilities
1,298,510
1,251,153
LONG-TERM DEBT, net of debt issuance costs
of $20,581 and $12,008, respectively, and current maturities
2,773,235
2,160,133
OPERATING LEASE OBLIGATIONS
132,132
—
OTHER NONCURRENT LIABILITIES
64,487
63,575
CLASS A 10.75% CONVERTIBLE PREFERRED
UNITS, 0 and 19,942,169 preferred units issued and outstanding,
respectively
—
149,814
CLASS D 9.00% PREFERRED UNITS, 400,000 and
0 preferred units issued and outstanding, respectively
343,748
—
EQUITY:
General partner, representing a 0.1%
interest, 128,169 and 124,633 notional units, respectively
(51,014
)
(50,603
)
Limited partners, representing a 99.9%
interest, 128,040,420 and 124,508,497 common units issued and
outstanding, respectively
1,697,015
2,067,197
Class B preferred limited partners,
12,585,642 and 8,400,000 preferred units issued and outstanding,
respectively
305,488
202,731
Class C preferred limited partners,
1,800,000 and 0 preferred units issued and outstanding,
respectively
42,905
—
Accumulated other comprehensive loss
(264
)
(255
)
Noncontrolling interests
57,781
58,748
Total equity
2,051,911
2,277,818
Total liabilities and equity
$
6,664,023
$
5,902,493
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed
Consolidated Statements of Operations
(in Thousands, except unit and
per unit amounts)
Three Months Ended September
30,
Six Months Ended September
30,
2019
2018
2019
2018
REVENUES:
Crude Oil Logistics
$
641,152
$
860,054
$
1,357,312
$
1,643,884
Water Solutions
101,249
79,764
173,032
155,909
Liquids
328,509
550,442
676,156
1,010,339
Refined Products and Renewables
3,218,162
3,625,123
7,248,742
6,564,168
Other
264
592
519
747
Total Revenues
4,289,336
5,115,975
9,455,761
9,375,047
COST OF SALES:
Crude Oil Logistics
569,699
792,735
1,218,939
1,540,980
Water Solutions
(6,496
)
7,892
(9,303
)
22,161
Liquids
296,246
520,944
613,598
961,459
Refined Products and Renewables
3,197,492
3,622,915
7,228,208
6,625,845
Other
435
718
900
987
Total Cost of Sales
4,057,376
4,945,204
9,052,342
9,151,432
OPERATING COSTS AND EXPENSES:
Operating
75,433
58,510
137,529
112,977
General and administrative
43,908
39,328
64,250
61,669
Depreciation and amortization
63,113
52,598
116,867
104,490
Loss on disposal or impairment of assets,
net
3,111
5,988
2,144
107,323
Revaluation of liabilities
—
—
—
800
Operating Income (Loss)
46,395
14,347
82,629
(163,644
)
OTHER INCOME (EXPENSE):
(Loss) equity in earnings of
unconsolidated entities
(265
)
379
(257
)
598
Interest expense
(45,016
)
(41,358
)
(84,910
)
(87,625
)
Loss on early extinguishment of
liabilities, net
—
—
—
(137
)
Other income (expense), net
184
1,301
1,193
(32,602
)
Income (Loss) From Continuing Operations
Before Income Taxes
1,298
(25,331
)
(1,345
)
(283,410
)
INCOME TAX EXPENSE
(640
)
(691
)
(319
)
(1,342
)
Income (Loss) From Continuing
Operations
658
(26,022
)
(1,664
)
(284,752
)
(Loss) Income From Discontinued
Operations, net of Tax
(202,024
)
380,961
(191,663
)
470,402
Net (Loss) Income
(201,366
)
354,939
(193,327
)
185,650
LESS: NET LOSS ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
129
518
397
863
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE
NONCONTROLLING INTERESTS
—
48
—
446
NET (LOSS) INCOME ATTRIBUTABLE TO NGL
ENERGY PARTNERS LP
$
(201,237
)
$
355,505
$
(192,930
)
$
186,959
NET LOSS FROM CONTINUING OPERATIONS
ALLOCATED TO COMMON UNITHOLDERS
$
(16,295
)
$
(49,466
)
$
(147,714
)
$
(327,764
)
NET (LOSS) INCOME FROM DISCONTINUED
OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
$
(201,822
)
$
380,627
$
(191,471
)
$
470,377
NET (LOSS) INCOME ALLOCATED TO COMMON
UNITHOLDERS
$
(218,117
)
$
331,161
$
(339,185
)
$
142,613
BASIC (LOSS) INCOME PER COMMON UNIT
Loss From Continuing Operations
$
(0.13
)
$
(0.40
)
$
(1.17
)
$
(2.69
)
(Loss) Income From Discontinued
Operations, net of Tax
(1.59
)
3.10
(1.51
)
3.86
Net (Loss) Income
$
(1.72
)
$
2.70
$
(2.68
)
$
1.17
DILUTED (LOSS) INCOME PER COMMON UNIT
Loss From Continuing Operations
$
(0.13
)
$
(0.40
)
$
(1.17
)
$
(2.69
)
(Loss) Income From Discontinued
Operations, net of Tax
(1.59
)
3.10
(1.51
)
3.86
Net (Loss) Income
$
(1.72
)
$
2.70
$
(2.68
)
$
1.17
BASIC WEIGHTED AVERAGE COMMON UNITS
OUTSTANDING
126,979,034
122,380,197
126,435,870
121,964,593
DILUTED WEIGHTED AVERAGE COMMON UNITS
OUTSTANDING
126,979,034
122,380,197
126,435,870
121,964,593
EBITDA, ADJUSTED EBITDA AND
DISTRIBUTABLE CASH FLOW RECONCILIATION
(Unaudited)
The following table reconciles NGL’s net
(loss) income to NGL’s EBITDA, Adjusted EBITDA and Distributable
Cash Flow:
Three Months Ended September
30,
Six Months Ended September
30,
2019
2018
2019
2018
(in thousands)
Net (loss) income
$
(201,366
)
$
354,939
$
(193,327
)
$
185,650
Less: Net loss attributable to
noncontrolling interests
129
518
397
863
Less: Net loss attributable to redeemable
noncontrolling interests
—
48
—
446
Net (loss) income attributable to NGL
Energy Partners LP
(201,237
)
355,505
(192,930
)
186,959
Interest expense
45,113
41,367
85,023
87,779
Income tax expense
650
815
339
1,466
Depreciation and amortization
63,266
53,507
118,110
115,082
EBITDA
(92,208
)
451,194
10,542
391,286
Net unrealized (gains) losses on
derivatives
(5,462
)
(1,893
)
(8,936
)
17,060
Inventory valuation adjustment (1)
(5,439
)
25,770
(25,185
)
1,168
Lower of cost or market adjustments
(901
)
—
(1,819
)
(413
)
Loss (gain) on disposal or impairment of
assets, net
177,561
(403,185
)
176,594
(301,418
)
Loss on early extinguishment of
liabilities, net
—
—
—
137
Equity-based compensation expense (2)
21,295
19,219
24,996
24,730
Acquisition expense (3)
5,085
2,863
7,176
4,115
Revaluation of liabilities (4)
—
—
—
800
Gavilon legal matter settlement (5)
—
—
—
35,000
Other (6)
3,332
1,402
6,655
3,219
Adjusted EBITDA
$
103,263
$
95,370
$
190,023
$
175,684
Adjusted EBITDA - Discontinued
Operations
$
(15,714
)
$
3,708
$
(22,782
)
$
12,505
Adjusted EBITDA - Continuing
Operations
$
118,977
$
91,662
$
212,805
$
163,179
Less: Cash interest expense (7)
42,742
38,891
80,503
82,722
Less: Income tax expense
640
689
319
1,340
Less: Maintenance capital expenditures
16,461
15,298
33,390
27,685
Less: Other (8)
127
309
127
309
Distributable Cash Flow - Continuing
Operations
$
59,007
$
36,475
$
98,466
$
51,123
_________
(1)
Amount reflects the difference between the
market value of the inventory of NGL’s Refined Products and
Renewables segment at the balance sheet date and its cost, adjusted
for the impact of seasonal market movements related to our base
inventory and the related hedge. See “Non-GAAP Financial Measures”
above for a further discussion.
(2)
Equity-based compensation expense in the
table above may differ from equity-based compensation expense
reported in the footnotes to our unaudited condensed consolidated
financial statements included in the Partnership’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2019. Amounts
reported in the table above include expense accruals for bonuses
expected to be paid in common units, whereas the amounts reported
in the footnotes to our unaudited condensed consolidated financial
statements only include expenses associated with equity-based
awards that have been formally granted.
(3)
Amounts represent expenses we incurred
related to legal and advisory costs associated with acquisitions,
including amounts accrued related to the LCT Capital, LLC legal
matter (as discussed in the footnotes to our unaudited condensed
consolidated financial statements included in the Partnership’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2019), partially offset by reimbursement for certain legal costs
incurred in prior periods.
(4)
Amounts represent the non-cash valuation
adjustment of contingent consideration liabilities, offset by the
cash payments, related to royalty agreements acquired as part of
acquisitions in our Water Solutions segment.
(5)
Represents the accrual for the estimated
cost of the settlement of the Gavilon legal matter (see the
footnotes to our unaudited condensed consolidated financial
statements included in the Partnership’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2019). We have excluded
this amount from Adjusted EBITDA as it relates to transactions that
occurred prior to our acquisition of Gavilon LLC in December
2013.
(6)
Amounts for the three months and six
months ended September 30, 2019 and 2018 represent non-cash
operating expenses related to our Grand Mesa Pipeline, unrealized
losses on marketable securities and accretion expense for asset
retirement obligations.
(7)
Amounts represent interest expense payable
in cash for the period presented, excluding changes in the accrued
interest balance.
(8)
Amounts represents cash paid to settle
asset retirement obligations.
ADJUSTED EBITDA RECONCILIATION BY
SEGMENT
Three Months Ended September
30, 2019
Crude Oil Logistics
Water Solutions
Liquids
Refined Products and
Renewables
Corporate and Other
Continuing Operations
Discontinued Operations
(TPSL)
Consolidated
(in thousands)
Operating income (loss)
$
38,520
$
21,274
$
8,397
$
16,681
$
(38,477
)
$
46,395
$
—
$
46,395
Depreciation and amortization
17,693
37,921
6,611
125
763
63,113
—
63,113
Amortization recorded to cost of sales
—
—
23
65
—
88
—
88
Net unrealized (gains) losses on
derivatives
(4,126
)
(5,870
)
4,534
—
—
(5,462
)
—
(5,462
)
Inventory valuation adjustment
—
—
—
(4,100
)
—
(4,100
)
—
(4,100
)
Lower of cost or market adjustments
—
—
—
(921
)
—
(921
)
—
(921
)
(Gain) loss on disposal or impairment of
assets, net
(630
)
3,744
(4
)
—
1
3,111
—
3,111
Equity-based compensation expense
—
—
—
—
21,295
21,295
—
21,295
Acquisition expense
—
—
—
—
5,085
5,085
—
5,085
Other income (expense), net
43
(2
)
32
(51
)
162
184
—
184
Adjusted EBITDA attributable to
unconsolidated entities
—
—
(26
)
—
(147
)
(173
)
—
(173
)
Adjusted EBITDA attributable to
noncontrolling interest
—
(319
)
(283
)
—
—
(602
)
—
(602
)
Intersegment transactions (1)
—
—
—
(12,368
)
—
(12,368
)
—
(12,368
)
Other
3,132
131
17
52
—
3,332
—
3,332
Discontinued operations
—
—
—
—
—
—
(15,714
)
(15,714
)
Adjusted EBITDA
$
54,632
$
56,879
$
19,301
$
(517
)
$
(11,318
)
$
118,977
$
(15,714
)
$
103,263
Three Months Ended September
30, 2018
Discontinued
Operations
Crude Oil Logistics
Water Solutions
Liquids
Refined Products and
Renewables
Corporate and Other
Continuing Operations
TPSL
Retail Propane
Consolidated
(in thousands)
Operating income (loss)
$
31,022
$
9,770
$
10,758
$
(1,851
)
$
(35,352
)
$
14,347
$
—
$
—
$
14,347
Depreciation and amortization
18,870
26,342
6,459
168
759
52,598
—
—
52,598
Amortization recorded to cost of sales
—
—
36
65
—
101
—
—
101
Net unrealized (gains) losses on
derivatives
(6,142
)
1,788
2,476
—
—
(1,878
)
—
—
(1,878
)
Inventory valuation adjustment
—
—
—
10,181
—
10,181
—
—
10,181
Lower of cost or market adjustments
—
—
—
53
—
53
—
—
53
Loss on disposal or impairment of assets,
net
3,367
730
1,004
—
887
5,988
—
—
5,988
Equity-based compensation expense
—
—
—
—
19,219
19,219
—
—
19,219
Acquisition expense
—
—
1
—
2,864
2,865
—
—
2,865
Other income (expense), net
9
(370
)
9
93
1,560
1,301
—
—
1,301
Adjusted EBITDA attributable to
unconsolidated entities
—
423
—
—
—
423
—
—
423
Adjusted EBITDA attributable to
noncontrolling interest
—
26
(229
)
—
—
(203
)
—
—
(203
)
Intersegment transactions (1)
—
—
—
(14,734
)
—
(14,734
)
—
—
(14,734
)
Other
1,351
104
16
(70
)
—
1,401
—
—
1,401
Discontinued operations
—
—
—
—
—
—
4,219
(511
)
3,708
Adjusted EBITDA
$
48,477
$
38,813
$
20,530
$
(6,095
)
$
(10,063
)
$
91,662
$
4,219
$
(511
)
$
95,370
Six Months Ended September 30,
2019
Crude Oil Logistics
Water Solutions
Liquids
Refined Products and
Renewables
Corporate and Other
Continuing Operations
Discontinued Operations
(TPSL)
Consolidated
(in thousands)
Operating income (loss)
$
72,322
$
34,963
$
16,881
$
12,282
$
(53,819
)
$
82,629
$
—
$
82,629
Depreciation and amortization
35,278
65,992
13,840
251
1,506
116,867
—
116,867
Amortization recorded to cost of sales
—
—
46
130
—
176
—
176
Net unrealized (gains) losses on
derivatives
(5,984
)
(6,037
)
3,085
—
—
(8,936
)
—
(8,936
)
Inventory valuation adjustment
—
—
—
(15,650
)
—
(15,650
)
—
(15,650
)
Lower of cost or market adjustments
—
—
(1,508
)
419
—
(1,089
)
—
(1,089
)
(Gain) loss on disposal or impairment of
assets, net
(1,246
)
3,155
(7
)
—
242
2,144
—
2,144
Equity-based compensation expense
—
—
—
—
24,996
24,996
—
24,996
Acquisition expense
—
20
—
—
7,156
7,176
—
7,176
Other income (expense), net
39
(2
)
44
(44
)
1,156
1,193
—
1,193
Adjusted EBITDA attributable to
unconsolidated entities
—
—
(22
)
—
(136
)
(158
)
—
(158
)
Adjusted EBITDA attributable to
noncontrolling interest
—
(394
)
(680
)
—
—
(1,074
)
—
(1,074
)
Intersegment transactions (1)
—
—
—
(2,124
)
—
(2,124
)
—
(2,124
)
Other
6,297
271
35
52
—
6,655
—
6,655
Discontinued operations
—
—
—
—
—
—
(22,782
)
(22,782
)
Adjusted EBITDA
$
106,706
$
97,968
$
31,714
$
(4,684
)
$
(18,899
)
$
212,805
$
(22,782
)
$
190,023
Six Months Ended September 30,
2018
Discontinued
Operations
Crude Oil Logistics
Water Solutions
Liquids
Refined Products and
Renewables
Corporate and Other
Continuing Operations
TPSL
Retail Propane
Consolidated
(in thousands)
Operating (loss) income
$
(68,716
)
$
10,739
$
13,381
$
(66,266
)
$
(52,782
)
$
(163,644
)
$
—
$
—
$
(163,644
)
Depreciation and amortization
38,099
51,651
12,927
336
1,477
104,490
—
—
104,490
Amortization recorded to cost of sales
80
—
73
130
—
283
—
—
283
Net unrealized losses on derivatives
1,270
10,898
4,813
—
—
16,981
—
—
16,981
Inventory valuation adjustment
—
—
—
1,555
—
1,555
—
—
1,555
Lower of cost or market adjustments
—
—
(504
)
89
—
(415
)
—
—
(415
)
Loss (gain) on disposal or impairment of
assets, net
105,261
3,205
994
(3,026
)
889
107,323
—
—
107,323
Equity-based compensation expense
—
—
—
—
24,730
24,730
—
—
24,730
Acquisition expense
—
—
161
—
4,000
4,161
—
—
4,161
Other income (expense), net
23
(370
)
44
(58
)
(32,241
)
(32,602
)
—
—
(32,602
)
Adjusted EBITDA attributable to
unconsolidated entities
—
369
—
476
—
845
—
—
845
Adjusted EBITDA attributable to
noncontrolling interest
—
(86
)
(551
)
—
—
(637
)
—
—
(637
)
Revaluation of liabilities
—
800
—
—
—
800
—
—
800
Gavilon legal matter settlement
—
—
—
—
35,000
35,000
—
—
35,000
Intersegment transactions (1)
—
—
—
61,091
—
61,091
—
—
61,091
Other
2,901
204
33
80
—
3,218
—
—
3,218
Discontinued operations
—
—
—
—
—
—
7,480
5,025
12,505
Adjusted EBITDA
$
78,918
$
77,410
$
31,371
$
(5,593
)
$
(18,927
)
$
163,179
$
7,480
$
5,025
$
175,684
_________
(1)
Amount reflects the intersegment
transactions between the continuing businesses within the Refined
Products and Renewables segment and TPSL that are eliminated in
consolidation.
OPERATIONAL DATA
(Unaudited)
Three Months Ended
Six Months Ended
September 30,
September 30,
2019
2018
2019
2018
(in thousands, except per day
amounts)
Crude Oil Logistics:
Crude oil sold (barrels)
10,421
11,891
21,712
23,116
Crude oil transported on owned pipelines
(barrels)
10,922
9,578
22,711
19,565
Crude oil storage capacity - owned and
leased (barrels) (1)
5,232
7,287
Crude oil inventory (barrels) (1)
1,425
681
Water Solutions:
Wastewater processed (barrels per day)
Northern Delaware Basin
465,453
7,850
277,802
3,946
Permian Basin
332,925
482,011
322,291
451,939
Eagle Ford Basin
279,754
271,059
273,533
275,099
DJ Basin
169,485
166,152
169,552
151,216
Other Basins
10,736
80,577
11,561
81,801
Total
1,258,353
1,007,649
1,054,739
964,001
Solids processed (barrels per day)
5,759
6,995
5,601
6,450
Skim oil sold (barrels per day)
3,079
3,326
2,970
3,470
Liquids:
Propane sold (gallons)
262,183
266,654
507,450
500,440
Butane sold (gallons)
170,169
131,424
312,648
244,449
Other products sold (gallons)
124,614
124,935
243,872
241,920
Liquids storage capacity - owned and
leased (gallons) (1)
397,343
399,967
Propane inventory (gallons) (1)
104,048
117,206
Butane inventory (gallons) (1)
80,839
67,448
Other products inventory (gallons) (1)
9,705
7,658
Refined Products and Renewables
(continuing operations):
Gasoline sold (barrels)
33,182
33,719
72,992
60,334
Diesel sold (barrels)
8,611
7,388
18,357
14,580
Ethanol sold (barrels)
454
621
1,133
1,165
Biodiesel sold (barrels)
195
250
358
578
Refined Products and Renewables storage
capacity - leased (barrels) (1)
4,474
3,773
Gasoline inventory (barrels) (1)
1,548
1,711
Diesel inventory (barrels) (1)
288
527
Ethanol inventory (barrels) (1)
1,087
1,072
Biodiesel inventory (barrels) (1)
406
942
_________
(1)
Information is presented as of September
30, 2019 and September 30, 2018, respectively.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191108005147/en/
NGL Energy Partners LP Trey Karlovich, 918-481-1119 Chief
Financial Officer and Executive Vice President
Trey.Karlovich@nglep.com
or
Linda Bridges, 918-481-1119 Senior Vice President - Finance and
Treasurer Linda.Bridges@nglep.com
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