EX-99.1 2 exhibit991123119earnin.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1

NGL Energy Partners LP Announces Record Third Quarter Fiscal 2020 Financial Results

TULSA, Okla.--(BUSINESS WIRE)--February 6, 2020--NGL Energy Partners LP (NYSE:NGL) (“NGL,” “our,” “we,” or the “Partnership”) today reported income from continuing operations for the quarter ended December 31, 2019 of $49.1 million, compared to income from continuing operations of $97.2 million for the quarter ended December 31, 2018. For the nine months ended December 31, 2019, the Partnership reported income from continuing operations of $42.5 million, compared to a loss from continuing operations of $137.3 million for the nine months ended December 31, 2018.

“Our transformation to a simpler business model with improved predictability of cash flows and reduced volatility in earnings is substantially complete,” stated Mike Krimbill, the Partnership’s CEO.  “During this quarter, our Water Solutions segment closed the Hillstone acquisition, which added important long-term acreage dedications and minimum volume commitments with some of the highest quality producers in the Delaware Basin. Additionally, we exited another portion of our Refined Products and Renewables segment, further streamlining our business and reducing working capital debt.  Overall, this was a tremendous quarter from an operating standpoint as we transported almost 1.6 million barrels per day of produced water on our systems and 134,000 barrels per day of crude oil on Grand Mesa Pipeline.  Our Liquids segment had a particularly strong quarter as we optimized our expanded asset position, which includes 27 terminals and approximately 5,000 rail cars. Our results for the quarter illustrate the benefit of asset diversification across our three primary business units and we look forward to continuing to build each of these businesses in the coming quarters.”

Highlights for the quarter include:

Acquisition of Hillstone Environmental Partners, LLC (“Hillstone”) completed on October 31, 2019 for a total purchase price of $642.5 million; acquired assets include the following:
Minimum volume commitments and long-term dedications covering over 110,000 contracted acres, including a 20-year Poker Lake acreage dedication with XTO Energy, a 10-year acreage dedication, including first call rights, with a leading independent exploration and production company, and multiple contracts with one of the largest crude oil and natural gas exploration and production companies in the United States;
19 saltwater disposal wells, representing approximately 580,000 barrels per day of permitted disposal capacity;
A network of produced water pipelines with approximately 680,000 barrels per day of transportation capacity; and
22 permits to develop another 660,000 barrels per day of disposal capacity
Income from continuing operations for the third quarter of Fiscal 2020 of $49.1 million, compared to $97.2 million for the third quarter of Fiscal 2019
Adjusted EBITDA from continuing operations for the third quarter of Fiscal 2020 of $200.5 million, compared to $131.3 million for the third quarter of Fiscal 2019
Issued 9.00% Class D Preferred Units for gross proceeds of $200.0 million to fund a portion of the Hillstone acquisition
 








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
 
 
December 31, 2019
 
December 31, 2018
 
 
Operating Income (Loss)
 
Adjusted EBITDA
 
Operating Income (Loss)
 
Adjusted EBITDA
 
 
(in thousands)
Crude Oil Logistics
 
$
28,696

 
$
55,575

 
$
32,022

 
$
50,693

Liquids
 
64,084

 
69,129

 
21,532

 
26,992

Water Solutions
 
(583
)
 
62,214

 
86,737

 
48,250

Refined Products and Renewables
 
24,954

 
24,082

 
20,552

 
9,118

Corporate and Other
 
(20,756
)
 
(10,489
)
 
(16,394
)
 
(3,728
)
Total
 
$
96,395

 
$
200,511

 
$
144,449

 
$
131,325


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

Results for the third quarter of Fiscal 2020 improved compared to the same quarter in Fiscal 2019 primarily due to increased volumes on our Grand Mesa Pipeline as a result of additional volumes purchased from third parties and increased production in the DJ Basin. During the three months ended December 31, 2019, financial volumes on the Grand Mesa Pipeline averaged approximately 134,000 barrels per day.

Liquids

Total product margin per gallon was $0.098 for the quarter ended December 31, 2019, compared to $0.049 for the quarter ended December 31, 2018. This increase was primarily the result of higher propane, butane, and other product margins, driven primarily by strong butane sales and increased propane product margins as our inventory values aligned with reduced commodity prices.

Propane volumes increased by approximately 39.4 million gallons, or 9.2%, during the quarter ended December 31, 2019 compared to the quarter ended December 31, 2018. Butane volumes increased by approximately 74.2 million gallons, or 36.7%, during the quarter ended December 31, 2019 compared to the quarter ended December 31, 2018. Butane volumes were augmented by steady volumes at our Chesapeake, Virginia export terminal. Other Liquids volumes increased by approximately 3.0 million gallons, or 2.3%, during the quarter ended December 31, 2019 compared to the same period in the prior year.

Water Solutions

The Partnership processed approximately 1,585,000 barrels of produced water per day during the quarter ended December 31, 2019, a 58.8% increase when compared to approximately 999,000 barrels of produced water per day during the quarter ended December 31, 2018. Water Solutions revenue increased to $121.6 million for the quarter ended December 31, 2019, a 61.3% increase over the comparable prior year quarter as a result of the increase in volume, which was primarily driven by our acquisition of Mesquite Disposals Unlimited, LLC (“Mesquite”) and Hillstone. These increases were partially offset by 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 $17.8 million for the quarter ended December 31, 2019, a decrease of $5.5 million from the prior year period. The decrease was primarily due to realized gains on our derivatives of $1.3 million for the quarter ended December 31, 2019 compared to realized gains of $6.1 million for the quarter ended December 31, 2018, and lower skim oil volumes resulting from the sale of our Bakken and South Pecos water disposal businesses. Additionally, the percentage of recovered hydrocarbons per barrel of produced water processed decreased during the quarter ended December 31, 2019, when compared to the quarter ended December 31, 2018, due to an increase in produced water transported through pipelines (which contains less oil per barrel of produced water) and contract structures that allow producers to keep the skim oil recovered from produced water.






Refined Products and Renewables

The Partnership has announced its intention to divest its refined products marketing business in the mid-continent region of the United States (“Mid-Con”) and its gas blending business in the southeastern and eastern regions of the United States (“Gas Blending”). The Partnership completed the sale of certain Mid-Con assets on January 3, 2020. The Partnership determined that these businesses were no longer core to the Partnership’s strategy. The operations of these businesses have been classified as discontinued operations as the exiting of these businesses, along with the sale of TransMontaigne Product Services, LLC (“TPSL”) on September 30, 2019, represent a strategic shift in the Partnership’s operations and will have a significant effect on its operations and financial results going forward. Certain assets and liabilities have also been classified as held for sale.

The results from the Refined Products and Renewables businesses being retained are included in continuing operations for the quarter ended December 31, 2019. These results were positively impacted by the biodiesel tax credit being reinstated in December 2019 for calendar years 2018 and 2019. The tax credit is now effective through December 31, 2022. The total amount of income recognized in earnings from continuing operations totaled $13.8 million during the quarter ended December 31, 2019. An additional amount of $17.3 million was recognized in discontinued operations.

Refined product barrels sold during the quarter ended December 31, 2019 totaled approximately 7.8 million barrels, which was slightly lower than the same period in the prior year. Renewables barrels sold during the quarter ended December 31, 2019 totaled approximately 0.9 million, which was slightly higher than the same period in the prior year.

Corporate and Other

Corporate and Other expenses primarily increased from the comparable prior year period due to costs related to compensation, consulting services and insurance costs as the Partnership has restructured its operations and completed certain acquisitions during this fiscal year.

Capitalization and Liquidity

On October 30, 2019, the Partnership amended its Credit Agreement to adjust the allocation of the commitments of the lenders to make revolving loans thereunder and amend the covenant package. During the quarter, the Partnership also utilized a portion of the accordion feature under its Credit Agreement, whereby two new lenders and one existing lender committed to provide an additional $150.0 million of commitments in total. The Credit Agreement now provides for up to $1.915 billion in aggregate commitments, consisting of (i) a $641.5 million Working Capital Facility for working capital requirements and other general corporate purposes and (ii) a $1.273 billion Expansion Capital Facility for acquisitions, internal growth projects, other capital expenditures and general corporate purposes. Working capital borrowings totaled $447.0 million at December 31, 2019 compared to $896.0 million at March 31, 2019, a decrease of $449.0 million. Expansion capital borrowings totaled $945.0 million, resulting in approximately $1.392 billion outstanding under the revolving credit facility at December 31, 2019.

Total debt outstanding was $3.073 billion at December 31, 2019 compared to $2.161 billion at March 31, 2019, an increase of $912 million due primarily to the redemption of the Partnership’s Class A Preferred Units, the Mesquite and Hillstone acquisitions and the funding of certain capital expenditures, which was partially offset by a reduction in working capital borrowings using proceeds from the sale of TPSL and decreased activity in the Gas Blending and Mid-Con businesses.

The Partnership’s Total Leverage Indebtedness Ratio (as defined in our Credit Agreement) was approximately 5.0x at December 31, 2019. Total liquidity (cash plus available capacity on our revolving credit facility) was approximately $417.9 million as of December 31, 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
 
$
215,000

 
$
220,000

Water Solutions
 
240,000

 
250,000

Liquids
 
115,000

 
120,000

Refined Products and Renewables
 
35,000

 
40,000

Corporate and Other
 
(40,000
)
 
(35,000
)
   Total Guidance Range
 
$
565,000

 
$
595,000


Third Quarter Conference Call Information

A conference call to discuss NGL’s results of operations is scheduled for 10:00 am Central Time on Thursday, February 6, 2020. 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 February 6, 2020, which can be accessed by dialing (855) 859-2056 and providing access code 4747666.

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. NGL also includes in Adjusted EBITDA certain inventory valuation adjustments related to its Refined Products and Renewables segment, as discussed below. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss), 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, preferred unit distributions 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
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





NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in Thousands, except unit amounts)
 
December 31, 2019
 
March 31, 2019
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
12,008

 
$
18,572

Accounts receivable-trade, net of allowance for doubtful accounts of $4,055 and $4,016, respectively
947,534

 
998,203

Accounts receivable-affiliates
12,445

 
12,867

Inventories
183,738

 
136,128

Prepaid expenses and other current assets
90,694

 
65,918

Assets held for sale
95,093

 
580,985

Total current assets
1,341,512

 
1,812,673

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $504,731 and $417,457, respectively
2,704,112

 
1,828,940

GOODWILL
1,307,055

 
1,110,456

INTANGIBLE ASSETS, net of accumulated amortization of $603,573 and $503,117, respectively
1,600,555

 
800,889

INVESTMENTS IN UNCONSOLIDATED ENTITIES
22,236

 
1,127

OPERATING LEASE RIGHT-OF-USE ASSETS
183,141

 

OTHER NONCURRENT ASSETS
83,944

 
113,857

ASSETS HELD FOR SALE

 
234,551

Total assets
$
7,242,555

 
$
5,902,493

LIABILITIES AND EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable-trade
$
846,767

 
$
879,063

Accounts payable-affiliates
29,374

 
28,469

Accrued expenses and other payables
352,848

 
107,759

Advance payments received from customers
29,993

 
8,461

Current maturities of long-term debt
4,835

 
648

Operating lease obligations
57,091

 

Liabilities held for sale
40,899

 
226,753

Total current liabilities
1,361,807

 
1,251,153

LONG-TERM DEBT, net of debt issuance costs of $20,263 and $12,008, respectively, and current maturities
3,068,205

 
2,160,133

OPERATING LEASE OBLIGATIONS
122,798

 

OTHER NONCURRENT LIABILITIES
104,060

 
63,542

NONCURRENT LIABILITIES HELD FOR SALE

 
33

 
 
 
 
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, 600,000 and 0 preferred units issued and outstanding, respectively
531,768

 

 
 
 
 
EQUITY:
 
 
 
General partner, representing a 0.1% interest, 128,477 and 124,633 notional units, respectively
(51,038
)
 
(50,603
)
Limited partners, representing a 99.9% interest, 128,348,906 and 124,508,497 common units issued and outstanding, respectively
1,682,071

 
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
(248
)
 
(255
)
Noncontrolling interests
74,739

 
58,748

Total equity
2,053,917

 
2,277,818

Total liabilities and equity
$
7,242,555

 
$
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 December 31,
 
Nine Months Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
REVENUES:
 
 
 
 
 
 
 
 
Crude Oil Logistics
 
$
690,989

 
$
751,180

 
$
2,048,301

 
$
2,395,064

Water Solutions
 
121,607

 
75,458

 
294,639

 
231,367

Liquids
 
685,625

 
749,433

 
1,361,781

 
1,759,772

Refined Products and Renewables
 
728,028

 
718,979

 
2,197,236

 
2,178,734

Other
 
280

 
319

 
799

 
1,066

Total Revenues
 
2,226,529

 
2,295,369

 
5,902,756

 
6,566,003

COST OF SALES:
 
 
 
 
 
 
 
 
Crude Oil Logistics
 
628,443

 
685,417

 
1,847,382

 
2,226,397

Water Solutions
 
14,004

 
(39,470
)
 
4,701

 
(17,309
)
Liquids
 
592,340

 
707,187

 
1,205,938

 
1,668,646

Refined Products and Renewables
 
700,248

 
695,033

 
2,155,247

 
2,167,458

Other
 
437

 
494

 
1,337

 
1,481

Total Cost of Sales
 
1,935,472

 
2,048,661

 
5,214,605

 
6,046,673

OPERATING COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
Operating
 
94,412

 
60,465

 
230,610

 
172,219

General and administrative
 
29,150

 
24,759

 
93,400

 
86,428

Depreciation and amortization
 
73,726

 
53,281

 
190,593

 
157,771

(Gain) loss on disposal or impairment of assets, net
 
(12,626
)
 
(36,246
)
 
(10,482
)
 
71,077

Revaluation of liabilities
 
10,000

 

 
10,000

 
800

Operating Income
 
96,395

 
144,449

 
174,030

 
31,035

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated entities
 
534

 
1,777

 
277

 
2,375

Interest expense
 
(46,920
)
 
(39,151
)
 
(131,814
)
 
(126,776
)
Loss on early extinguishment of liabilities, net
 

 
(10,083
)
 

 
(10,220
)
Other (expense) income, net
 
(226
)
 
1,187

 
967

 
(31,415
)
Income (Loss) From Continuing Operations Before Income Taxes
 
49,783

 
98,179

 
43,460

 
(135,001
)
INCOME TAX EXPENSE
 
(677
)
 
(980
)
 
(996
)
 
(2,322
)
Income (Loss) From Continuing Operations
 
49,106

 
97,199

 
42,464

 
(137,323
)
(Loss) Income From Discontinued Operations, net of Tax
 
(6,115
)
 
13,329

 
(192,800
)
 
433,501

Net Income (Loss)
 
42,991

 
110,528

 
(150,336
)
 
296,178

LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
 
166

 
307

 
563

 
1,170

LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
 

 

 

 
446

NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
 
$
43,157

 
$
110,835

 
$
(149,773
)
 
$
297,794

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
 
$
28,895

 
$
67,656

 
$
(123,792
)
 
$
(209,928
)
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
 
$
(6,109
)
 
$
13,316

 
$
(192,607
)
 
$
433,513

NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS
 
$
22,786

 
$
80,972

 
$
(316,399
)
 
$
223,585

BASIC INCOME (LOSS) PER COMMON UNIT
 
 
 
 
 
 
 
 
Income (Loss) From Continuing Operations
 
$
0.23

 
$
0.54

 
$
(0.97
)
 
$
(1.71
)
(Loss) Income From Discontinued Operations, net of Tax
 
$
(0.05
)
 
$
0.11

 
$
(1.52
)
 
$
3.53

Net Income (Loss)
 
$
0.18

 
$
0.65

 
$
(2.49
)
 
$
1.82

DILUTED INCOME (LOSS) PER COMMON UNIT
 
 
 
 
 
 
 
 
Income (Loss) From Continuing Operations
 
$
0.22

 
$
0.53

 
$
(0.97
)
 
$
(1.71
)
(Loss) Income From Discontinued Operations, net of Tax
 
$
(0.05
)
 
$
0.11

 
$
(1.52
)
 
$
3.53

Net Income (Loss)
 
$
0.18

 
$
0.64

 
$
(2.49
)
 
$
1.82

BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
 
128,201,369

 
123,892,680

 
127,026,510

 
122,609,625

DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
 
129,358,590

 
125,959,751

 
127,026,510

 
122,609,625






EBITDA, ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW RECONCILIATION
(Unaudited)
 
The following table reconciles NGL’s net income (loss) to NGL’s EBITDA, Adjusted EBITDA and Distributable Cash Flow:
 
 
Three Months Ended December 31,
 
Nine Months Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
 
 
(in thousands)
Net income (loss)
 
$
42,991

 
$
110,528

 
$
(150,336
)
 
$
296,178

Less: Net loss attributable to noncontrolling interests
 
166

 
307

 
563

 
1,170

Less: Net loss attributable to redeemable noncontrolling interests
 

 

 

 
446

Net income (loss) attributable to NGL Energy Partners LP
 
43,157

 
110,835

 
(149,773
)
 
297,794

Interest expense
 
46,946

 
39,151

 
131,969

 
126,930

Income tax expense
 
676

 
988

 
1,015

 
2,454

Depreciation and amortization
 
72,939

 
54,153

 
191,049

 
169,235

EBITDA
 
163,718

 
205,127

 
174,260

 
596,413

Net unrealized losses (gains) on derivatives
 
16,787

 
(47,909
)
 
7,851

 
(30,849
)
Inventory valuation adjustment (1)
 
(370
)
 
(61,665
)
 
(25,555
)
 
(60,497
)
Lower of cost or market adjustments
 
(646
)
 
48,198

 
(2,465
)
 
47,785

(Gain) loss on disposal or impairment of assets, net
 
(4,837
)
 
(36,507
)
 
171,757

 
(337,925
)
Loss on early extinguishment of liabilities, net
 

 
10,083

 

 
10,220

Equity-based compensation expense (2)
 
2,213

 
7,845

 
27,209

 
32,575

Acquisition expense (3)
 
11,419

 
5,155

 
18,595

 
9,270

Revaluation of liabilities (4)
 
10,000

 

 
10,000

 
800

Gavilon legal matter settlement (5)
 

 
(212
)
 

 
34,788

Other (6)
 
4,026

 
2,475

 
10,681

 
5,694

Adjusted EBITDA
 
$
202,310

 
$
132,590

 
$
392,333

 
$
308,274

Adjusted EBITDA - Discontinued Operations
 
$
1,799

 
$
1,265

 
$
(35,362
)
 
$
3,839

Adjusted EBITDA - Continuing Operations
 
$
200,511

 
$
131,325

 
$
427,695

 
$
304,435

Less: Cash interest expense (7)
 
43,919

 
36,922

 
124,406

 
119,644

Less: Income tax expense
 
676

 
982

 
995

 
2,322

Less: Maintenance capital expenditures
 
16,964

 
9,521

 
50,354

 
33,457

Less: Preferred unit distributions
 
12,612

 
11,174

 
31,484

 
33,522

Less: Other (8)
 
515

 
237

 
642

 
546

Distributable Cash Flow - Continuing Operations
 
$
125,825

 
$
72,489

 
$
219,814

 
$
114,944

 
(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 December 31, 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 Mesquite and Hillstone, along with 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 December 31, 2019), partially offset by reimbursement for certain legal costs incurred in prior periods.
(4)
Amounts for the three months and nine months ended December 31, 2019 represent the non-cash valuation adjustment of our contingent consideration liability issued by us as part of our acquisition of Mesquite (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 December 31, 2019). Amount for the nine months ended December 31, 2018 represents 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 (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 December 31, 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 nine months ended December 31, 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 December 31, 2019
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids
 
Refined
Products
and
Renewables
 
Corporate
and
Other
 
Continuing Operations
 
Discontinued Operations (TPSL, Mid-Con, Gas Blending)
 
Consolidated
 
(in thousands)
Operating income (loss)
$
28,696

 
$
(583
)
 
$
64,084

 
$
24,954

 
$
(20,756
)
 
$
96,395

 
$

 
$
96,395

Depreciation and amortization
17,950

 
48,074

 
6,811

 
132

 
759

 
73,726

 

 
73,726

Amortization recorded to cost of sales

 

 
21

 
65

 

 
86

 

 
86

Net unrealized losses (gains) on derivatives
6,060

 
11,924

 
(1,197
)
 

 

 
16,787

 

 
16,787

Inventory valuation adjustment

 

 

 
(2,099
)
 

 
(2,099
)
 

 
(2,099
)
Lower of cost or market adjustments

 

 

 
(18
)
 

 
(18
)
 

 
(18
)
Gain on disposal or impairment of assets, net
(182
)
 
(12,176
)
 
(26
)
 

 
(242
)
 
(12,626
)
 

 
(12,626
)
Equity-based compensation expense

 

 

 

 
2,213

 
2,213

 

 
2,213

Acquisition expense

 
3,967

 

 

 
7,452

 
11,419

 

 
11,419

Other income (expense), net
64

 
(450
)
 
17

 
24

 
119

 
(226
)
 

 
(226
)
Adjusted EBITDA attributable to unconsolidated entities

 
685

 
17

 

 
(34
)
 
668

 

 
668

Adjusted EBITDA attributable to noncontrolling interest

 
(203
)
 
(616
)
 

 

 
(819
)
 

 
(819
)
Revaluation of liabilities

 
10,000

 

 

 

 
10,000

 

 
10,000

Intersegment transactions (1)

 

 

 
979

 

 
979

 

 
979

Other
2,987

 
976

 
18

 
45

 

 
4,026

 

 
4,026

Discontinued operations

 

 

 

 

 

 
1,799

 
1,799

Adjusted EBITDA
$
55,575

 
$
62,214

 
$
69,129

 
$
24,082

 
$
(10,489
)
 
$
200,511

 
$
1,799

 
$
202,310








 
Three Months Ended December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued Operations
 
 
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids
 
Refined
Products
and
Renewables
 
Corporate
and
Other
 
Continuing Operations
 
TPSL, Mid-Con, Gas Blending
 
Retail Propane
 
Consolidated
 
(in thousands)
Operating income (loss)
$
32,022

 
$
86,737

 
$
21,532

 
$
20,552

 
$
(16,394
)
 
$
144,449

 
$

 
$

 
$
144,449

Depreciation and amortization
18,387

 
27,561

 
6,412

 
168

 
753

 
53,281

 

 

 
53,281

Amortization recorded to cost of sales

 

 
37

 
64

 

 
101

 

 

 
101

Net unrealized gains on derivatives
(13,165
)
 
(34,114
)
 
(630
)
 

 

 
(47,909
)
 

 

 
(47,909
)
Inventory valuation adjustment

 

 

 
(2,881
)
 

 
(2,881
)
 

 

 
(2,881
)
Lower of cost or market adjustments
11,446

 

 

 
1,572

 

 
13,018

 

 

 
13,018

Gain on disposal or impairment of assets, net
(75
)
 
(36,171
)
 

 

 

 
(36,246
)
 

 

 
(36,246
)
Equity-based compensation expense

 

 

 

 
7,845

 
7,845

 

 

 
7,845

Acquisition expense

 
3,459

 

 

 
1,696

 
5,155

 

 

 
5,155

Other income (expense), net
3

 
(1,134
)
 
19

 
(285
)
 
2,584

 
1,187

 

 

 
1,187

Adjusted EBITDA attributable to unconsolidated entities

 
1,845

 

 

 

 
1,845

 

 

 
1,845

Adjusted EBITDA attributable to noncontrolling interest

 
(33
)
 
(394
)
 

 

 
(427
)
 

 

 
(427
)
Gavilon legal matter settlement

 

 

 

 
(212
)
 
(212
)
 

 

 
(212
)
Intersegment transactions (1)

 

 

 
(10,359
)
 

 
(10,359
)
 

 

 
(10,359
)
Other
2,075

 
100

 
16

 
287

 

 
2,478

 

 

 
2,478

Discontinued operations

 

 

 

 

 

 
1,423

 
(158
)
 
1,265

Adjusted EBITDA
$
50,693

 
$
48,250

 
$
26,992

 
$
9,118

 
$
(3,728
)
 
$
131,325

 
$
1,423

 
$
(158
)
 
$
132,590







 
Nine Months Ended December 31, 2019
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids
 
Refined
Products
and
Renewables
 
Corporate
and
Other
 
Continuing Operations
 
Discontinued Operations (TPSL, Mid-Con, Gas Blending)
 
Consolidated
 
(in thousands)
Operating income (loss)
$
101,018

 
$
34,380

 
$
80,965

 
$
32,242

 
$
(74,575
)
 
$
174,030

 
$

 
$
174,030

Depreciation and amortization
53,228

 
114,066

 
20,651

 
383

 
2,265

 
190,593

 

 
190,593

Amortization recorded to cost of sales

 

 
67

 
195

 

 
262

 

 
262

Net unrealized losses on derivatives
76

 
5,887

 
1,888

 

 

 
7,851

 

 
7,851

Inventory valuation adjustment

 

 

 
(264
)
 

 
(264
)
 

 
(264
)
Lower of cost or market adjustments

 

 
(1,508
)
 
19

 

 
(1,489
)
 

 
(1,489
)
Gain on disposal or impairment of assets, net
(1,428
)
 
(9,021
)
 
(33
)
 

 

 
(10,482
)
 

 
(10,482
)
Equity-based compensation expense

 

 

 

 
27,209

 
27,209

 

 
27,209

Acquisition expense

 
3,987

 

 

 
14,608

 
18,595

 

 
18,595

Other income (expense), net
103

 
(452
)
 
61

 
(20
)
 
1,275

 
967

 

 
967

Adjusted EBITDA attributable to unconsolidated entities

 
685

 
(5
)
 

 
(170
)
 
510

 

 
510

Adjusted EBITDA attributable to noncontrolling interest

 
(597
)
 
(1,296
)
 

 

 
(1,893
)
 

 
(1,893
)
Revaluation of liabilities

 
10,000

 

 

 

 
10,000

 

 
10,000

Intersegment transactions (1)

 

 

 
1,125

 

 
1,125

 

 
1,125

Other
9,284

 
1,247

 
53

 
97

 

 
10,681

 

 
10,681

Discontinued operations

 

 

 

 

 

 
(35,362
)
 
(35,362
)
Adjusted EBITDA
$
162,281

 
$
160,182

 
$
100,843

 
$
33,777

 
$
(29,388
)
 
$
427,695

 
$
(35,362
)
 
$
392,333









 
Nine Months Ended December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued Operations
 
 
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids
 
Refined
Products
and
Renewables
 
Corporate
and
Other
 
Continuing Operations
 
TPSL, Mid-Con, Gas Blending
 
Retail Propane
 
Consolidated
 
(in thousands)
Operating (loss) income
$
(36,694
)
 
$
97,476

 
$
34,913

 
$
4,516

 
$
(69,176
)
 
$
31,035

 
$

 
$

 
$
31,035

Depreciation and amortization
56,486

 
79,212

 
19,339

 
504

 
2,230

 
157,771

 

 

 
157,771

Amortization recorded to cost of sales
80

 

 
110

 
195

 

 
385

 

 

 
385

Net unrealized (gains) losses on derivatives
(11,895
)
 
(23,216
)
 
4,183

 

 

 
(30,928
)
 

 

 
(30,928
)
Inventory valuation adjustment

 

 

 
(2,592
)
 

 
(2,592
)
 

 

 
(2,592
)
Lower of cost or market adjustments
11,446

 

 
(504
)
 
1,583

 

 
12,525

 

 

 
12,525

Loss (gain) on disposal or impairment of assets, net
105,186

 
(32,966
)
 
994

 
(3,026
)
 
889

 
71,077

 

 

 
71,077

Equity-based compensation expense

 

 

 

 
32,575

 
32,575

 

 

 
32,575

Acquisition expense

 
3,459

 
161

 

 
5,696

 
9,316

 

 

 
9,316

Other income (expense), net
26

 
(1,504
)
 
63

 
(343
)
 
(29,657
)
 
(31,415
)
 

 

 
(31,415
)
Adjusted EBITDA attributable to unconsolidated entities

 
2,214

 

 
476

 

 
2,690

 

 

 
2,690

Adjusted EBITDA attributable to noncontrolling interest

 
(119
)
 
(945
)
 

 

 
(1,064
)
 

 

 
(1,064
)
Revaluation of liabilities

 
800

 

 

 

 
800

 

 

 
800

Gavilon legal matter settlement

 

 

 

 
34,788

 
34,788

 

 

 
34,788

Intersegment transactions (1)

 

 

 
11,778

 

 
11,778

 

 

 
11,778

Other
4,976

 
304

 
49

 
365

 

 
5,694

 

 

 
5,694

Discontinued operations

 

 

 

 

 

 
(1,028
)
 
4,867

 
3,839

Adjusted EBITDA
$
129,611

 
$
125,660

 
$
58,363

 
$
13,456

 
$
(22,655
)
 
$
304,435

 
$
(1,028
)
 
$
4,867

 
$
308,274

 
(1)
Amount reflects the intersegment transactions between the continuing businesses within the Refined Products and Renewables segment and TPSL, Mid-Con and Gas Blending that are eliminated in consolidation.







OPERATIONAL DATA
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
December 31,
 
December 31,
 
2019
 
2018
 
2019
 
2018
 
(in thousands, except per day amounts)
Crude Oil Logistics:
 
 
 
 
 

 
 

Crude oil sold (barrels)
11,217

 
12,333

 
32,929

 
35,449

Crude oil transported on owned pipelines (barrels)
12,202

 
11,820

 
34,913

 
31,385

Crude oil storage capacity - owned and leased (barrels) (1)
 
 
 
 
5,362

 
5,362

Crude oil inventory (barrels) (1)
 
 
 
 
866

 
1,204

 
 
 
 
 
 
 
 
Water Solutions:
 
 
 
 
 
 
 
Produced water processed (barrels per day)
 
 
 
 
 
 
 
Northern Delaware Basin (2)
845,817

 
36,147

 
788,630

 
14,719

Permian Basin
325,061

 
461,722

 
323,217

 
455,211

Eagle Ford Basin
242,238

 
282,070

 
263,064

 
277,431

DJ Basin
162,456

 
177,412

 
167,178

 
159,980

Other Basins
9,813

 
41,173

 
10,976

 
68,209

Total
1,585,385

 
998,524

 
1,553,065

 
975,550

Solids processed (barrels per day)
6,132

 
7,284

 
5,779

 
6,728

Skim oil sold (barrels per day)
3,429

 
3,609

 
3,124

 
3,516

 
 
 
 
 
 
 
 
Liquids:
 
 
 
 
 
 
 
Propane sold (gallons)
468,332

 
428,961

 
975,782

 
929,401

Butane sold (gallons)
276,046

 
201,891

 
588,694

 
446,340

Other products sold (gallons)
133,392

 
130,362

 
377,264

 
372,282

Liquids storage capacity - owned and leased (gallons) (1)
 
 
 
 
397,343

 
399,757

Propane inventory (gallons) (1)
 
 
 
 
123,265

 
120,239

Butane inventory (gallons) (1)
 
 
 
 
50,867

 
34,488

Other products inventory (gallons) (1)
 
 
 
 
15,858

 
8,367

 
 
 
 
 
 
 
 
Refined Products and Renewables (continuing operations):
 
 
 
 
 
 
 
Gasoline sold (barrels)
2,994

 
3,031

 
8,978

 
8,129

Diesel sold (barrels)
4,790

 
4,818

 
14,365

 
14,045

Ethanol sold (barrels)
640

 
592

 
1,773

 
1,757

Biodiesel sold (barrels)
210

 
237

 
568

 
815

Refined Products and Renewables storage capacity - leased (barrels) (1)
 
 
 
 
189

 
73

Diesel inventory (barrels) (1)
 
 
 
 
124

 
162

Ethanol inventory (barrels) (1)
 
 
 
 
40

 
592

Biodiesel inventory (barrels) (1)
 
 
 
 
134

 
100

 
(1)
Information is presented as of December 31, 2019 and December 31, 2018, respectively.
(2)
Barrels per day of wastewater processed by the assets acquired in the Mesquite and Hillstone transaction are calculated by the number of days in which we owned the assets for the periods presented.