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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-3427920
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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6120 South Yale Avenue, Suite 805
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Tulsa,
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Oklahoma
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74136
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of Each Class
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Trading Symbols
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Name of Each Exchange on Which Registered
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Common units representing Limited Partner Interests
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NGL
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New York Stock Exchange
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Fixed-to-floating rate cumulative redeemable perpetual preferred units
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NGL-PB
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New York Stock Exchange
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Fixed-to-floating rate cumulative redeemable perpetual preferred units
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NGL-PC
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New York Stock Exchange
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•
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the prices of crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;
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•
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energy prices generally;
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•
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the general level of crude oil, natural gas, and natural gas liquids production;
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•
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the general level of demand, and the availability of supply, for crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;
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•
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the level of crude oil and natural gas drilling and production in areas where we have water treatment and disposal facilities;
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•
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the price of gasoline relative to the price of corn, which affects the price of ethanol;
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•
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the ability to obtain adequate supplies of products if an interruption in supply or transportation occurs and the availability of capacity to transport products to market areas;
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•
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actions taken by foreign oil and gas producing nations;
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•
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the political and economic stability of foreign oil and gas producing nations;
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•
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the effect of weather conditions on supply and demand for crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;
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•
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the effect of natural disasters, lightning strikes, or other significant weather events;
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•
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the availability of local, intrastate, and interstate transportation infrastructure with respect to our truck, railcar, and barge transportation services;
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•
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the availability, price, and marketing of competing fuels;
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•
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the effect of energy conservation efforts on product demand;
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•
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energy efficiencies and technological trends;
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•
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changes in applicable laws and regulations, including tax, environmental, transportation, and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the effect of such laws and regulations (now existing or in the future) on our business operations;
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•
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the effect of legislative and regulatory actions on hydraulic fracturing, wastewater disposal, and the treatment of flowback and produced water;
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•
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hazards or operating risks related to transporting and distributing petroleum products that may not be fully covered by insurance;
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•
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the maturity of the crude oil, natural gas liquids, and refined products industries and competition from other marketers;
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•
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loss of key personnel;
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•
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the ability to renew contracts with key customers;
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•
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the ability to maintain or increase the margins we realize for our terminal, barging, trucking, wastewater disposal, recycling, and discharge services;
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•
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the ability to renew leases for our leased equipment and storage facilities;
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•
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the nonpayment or nonperformance by our counterparties;
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•
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the availability and cost of capital and our ability to access certain capital sources;
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•
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a deterioration of the credit and capital markets;
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•
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the ability to successfully identify and complete accretive acquisitions, and integrate acquired assets and businesses;
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•
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changes in the volume of hydrocarbons recovered during the wastewater treatment process;
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•
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changes in the financial condition and results of operations of entities in which we own noncontrolling equity interests;
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•
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the costs and effects of legal and administrative proceedings;
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•
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any reduction or the elimination of the federal Renewable Fuel Standard; and
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•
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changes in the jurisdictional characteristics of, or the applicable regulatory policies with respect to, our pipeline assets.
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June 30, 2019
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March 31, 2019
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||||
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ASSETS
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CURRENT ASSETS:
|
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||||
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Cash and cash equivalents
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$
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27,501
|
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|
$
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18,572
|
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Accounts receivable-trade, net of allowance for doubtful accounts of $4,653 and $4,366, respectively
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911,982
|
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1,162,919
|
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||
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Accounts receivable-affiliates
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11,507
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12,867
|
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||
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Inventories
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519,603
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463,143
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||
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Prepaid expenses and other current assets
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178,695
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155,172
|
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Total current assets
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1,649,288
|
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1,812,673
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PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $442,868 and $420,362, respectively
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2,015,518
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1,844,493
|
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GOODWILL
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1,153,029
|
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1,145,861
|
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INTANGIBLE ASSETS, net of accumulated amortization of $555,307 and $524,257, respectively
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931,709
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938,335
|
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INVESTMENTS IN UNCONSOLIDATED ENTITIES
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1,585
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1,127
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OPERATING LEASE RIGHT-OF-USE ASSETS
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518,035
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—
|
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OTHER NONCURRENT ASSETS
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125,741
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|
160,004
|
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Total assets
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$
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6,394,905
|
|
|
$
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5,902,493
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LIABILITIES AND EQUITY
|
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||||
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CURRENT LIABILITIES:
|
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||||
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Accounts payable-trade
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$
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814,141
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$
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964,665
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Accounts payable-affiliates
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23,071
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28,469
|
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Accrued expenses and other payables
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214,243
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248,450
|
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Advance payments received from customers
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28,313
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8,921
|
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Current maturities of long-term debt
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649
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648
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Operating lease obligations
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77,021
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—
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Total current liabilities
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1,157,438
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1,251,153
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LONG-TERM DEBT, net of debt issuance costs of $19,025 and $12,008, respectively, and current maturities
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2,586,954
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2,160,133
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OPERATING LEASE OBLIGATIONS
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439,083
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—
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OTHER NONCURRENT LIABILITIES
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61,165
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63,575
|
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COMMITMENTS AND CONTINGENCIES (NOTE 9)
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CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 0 and 19,942,169 preferred units issued and outstanding, respectively
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—
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149,814
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EQUITY:
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||||
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General partner, representing a 0.1% interest, 126,093 and 124,633 notional units, respectively
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(50,773
|
)
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(50,603
|
)
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||
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Limited partners, representing a 99.9% interest, 125,966,868 and 124,508,497 common units issued and outstanding, respectively
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1,897,407
|
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2,067,197
|
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Class B preferred limited partners, 8,400,000 and 8,400,000 preferred units issued and outstanding, respectively
|
202,731
|
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|
202,731
|
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||
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Class C preferred limited partners, 1,800,000 and 0 preferred units issued and outstanding, respectively
|
42,638
|
|
|
—
|
|
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Accumulated other comprehensive loss
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(218
|
)
|
|
(255
|
)
|
||
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Noncontrolling interests
|
58,480
|
|
|
58,748
|
|
||
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Total equity
|
2,150,265
|
|
|
2,277,818
|
|
||
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Total liabilities and equity
|
$
|
6,394,905
|
|
|
$
|
5,902,493
|
|
|
|
|
Three Months Ended June 30,
|
||||||
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2019
|
|
2018
|
||||
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REVENUES:
|
|
|
|
|
||||
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Crude Oil Logistics
|
|
$
|
716,160
|
|
|
$
|
783,830
|
|
|
Water Solutions
|
|
71,783
|
|
|
76,145
|
|
||
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Liquids
|
|
347,647
|
|
|
459,897
|
|
||
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Refined Products and Renewables
|
|
5,502,046
|
|
|
4,524,407
|
|
||
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Other
|
|
255
|
|
|
155
|
|
||
|
Total Revenues
|
|
6,637,891
|
|
|
5,844,434
|
|
||
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COST OF SALES:
|
|
|
|
|
||||
|
Crude Oil Logistics
|
|
649,240
|
|
|
748,245
|
|
||
|
Water Solutions
|
|
(2,807
|
)
|
|
14,269
|
|
||
|
Liquids
|
|
317,352
|
|
|
440,515
|
|
||
|
Refined Products and Renewables
|
|
5,489,217
|
|
|
4,492,858
|
|
||
|
Other
|
|
465
|
|
|
269
|
|
||
|
Total Cost of Sales
|
|
6,453,467
|
|
|
5,696,156
|
|
||
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
||||
|
Operating
|
|
64,267
|
|
|
56,262
|
|
||
|
General and administrative
|
|
20,363
|
|
|
22,390
|
|
||
|
Depreciation and amortization
|
|
54,208
|
|
|
52,045
|
|
||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(967
|
)
|
|
101,335
|
|
||
|
Revaluation of liabilities
|
|
—
|
|
|
800
|
|
||
|
Operating Income (Loss)
|
|
46,553
|
|
|
(84,554
|
)
|
||
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
||||
|
Equity in earnings of unconsolidated entities
|
|
8
|
|
|
219
|
|
||
|
Interest expense
|
|
(39,908
|
)
|
|
(46,268
|
)
|
||
|
Loss on early extinguishment of liabilities, net
|
|
—
|
|
|
(137
|
)
|
||
|
Other income (expense), net
|
|
1,075
|
|
|
(33,742
|
)
|
||
|
Income (Loss) From Continuing Operations Before Income Taxes
|
|
7,728
|
|
|
(164,482
|
)
|
||
|
INCOME TAX BENEFIT (EXPENSE)
|
|
311
|
|
|
(651
|
)
|
||
|
Income (Loss) From Continuing Operations
|
|
8,039
|
|
|
(165,133
|
)
|
||
|
Loss From Discontinued Operations, net of Tax
|
|
—
|
|
|
(4,156
|
)
|
||
|
Net Income (Loss)
|
|
8,039
|
|
|
(169,289
|
)
|
||
|
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
268
|
|
|
345
|
|
||
|
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
—
|
|
|
398
|
|
||
|
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
$
|
8,307
|
|
|
$
|
(168,546
|
)
|
|
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)
|
|
$
|
(121,068
|
)
|
|
$
|
(184,794
|
)
|
|
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)
|
|
$
|
—
|
|
|
$
|
(3,754
|
)
|
|
NET LOSS ALLOCATED TO COMMON UNITHOLDERS
|
|
$
|
(121,068
|
)
|
|
$
|
(188,548
|
)
|
|
BASIC LOSS PER COMMON UNIT
|
|
|
|
|
||||
|
Loss From Continuing Operations
|
|
$
|
(0.96
|
)
|
|
$
|
(1.52
|
)
|
|
Loss From Discontinued Operations, net of Tax
|
|
—
|
|
|
(0.03
|
)
|
||
|
Net Loss
|
|
$
|
(0.96
|
)
|
|
$
|
(1.55
|
)
|
|
DILUTED LOSS PER COMMON UNIT
|
|
|
|
|
||||
|
Loss From Continuing Operations
|
|
$
|
(0.96
|
)
|
|
$
|
(1.52
|
)
|
|
Loss From Discontinued Operations, net of Tax
|
|
—
|
|
|
(0.03
|
)
|
||
|
Net Loss
|
|
$
|
(0.96
|
)
|
|
$
|
(1.55
|
)
|
|
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
|
125,886,738
|
|
|
121,544,421
|
|
||
|
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
|
|
125,886,738
|
|
|
121,544,421
|
|
||
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
Net income (loss)
|
|
$
|
8,039
|
|
|
$
|
(169,289
|
)
|
|
Other comprehensive income (loss)
|
|
37
|
|
|
(11
|
)
|
||
|
Comprehensive income (loss)
|
|
$
|
8,076
|
|
|
$
|
(169,300
|
)
|
|
|
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
Preferred
|
|
Common
|
|
Accumulated
Other |
|
|
|
|
||||||||||||||||||
|
|
|
General
Partner |
|
Units
|
|
Amount
|
|
Units |
|
Amount
|
|
Comprehensive
Income (Loss) |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||
|
BALANCES AT MARCH 31, 2019
|
|
$
|
(50,603
|
)
|
|
8,400,000
|
|
|
$
|
202,731
|
|
|
124,508,497
|
|
|
$
|
2,067,197
|
|
|
$
|
(255
|
)
|
|
$
|
58,748
|
|
|
$
|
2,277,818
|
|
|
Distributions to general and common unit partners and preferred unitholders (Note 10)
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,274
|
)
|
|
—
|
|
|
—
|
|
|
(63,359
|
)
|
||||||
|
Issuance of Class C preferred units, net of offering costs (Note 10)
|
|
—
|
|
|
1,800,000
|
|
|
42,638
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,638
|
|
||||||
|
Equity issued pursuant to incentive compensation plan (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,752
|
|
|
—
|
|
|
—
|
|
|
2,752
|
|
||||||
|
Warrants exercised (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,458,371
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
|
Accretion of beneficial conversion feature of Class A convertible preferred units (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,517
|
)
|
|
—
|
|
|
—
|
|
|
(36,517
|
)
|
||||||
|
Class A convertible preferred units redemption - amount paid in excess of carrying value (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,797
|
)
|
|
—
|
|
|
—
|
|
|
(78,797
|
)
|
||||||
|
Investment in NGL Energy Holdings LLC (Note 13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,361
|
)
|
|
—
|
|
|
—
|
|
|
(2,361
|
)
|
||||||
|
Net (loss) income
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,392
|
|
|
—
|
|
|
(268
|
)
|
|
8,039
|
|
||||||
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||
|
BALANCES AT JUNE 30, 2019
|
|
$
|
(50,773
|
)
|
|
10,200,000
|
|
|
$
|
245,369
|
|
|
125,966,868
|
|
|
$
|
1,897,407
|
|
|
$
|
(218
|
)
|
|
$
|
58,480
|
|
|
$
|
2,150,265
|
|
|
|
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
Preferred
|
|
Common
|
|
Accumulated
Other |
|
|
|
|
||||||||||||||||||
|
|
|
General
Partner |
|
Units
|
|
Amount
|
|
Units |
|
Amount
|
|
Comprehensive
Income (Loss) |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||
|
BALANCES AT MARCH 31, 2018
|
|
$
|
(50,819
|
)
|
|
8,400,000
|
|
|
$
|
202,731
|
|
|
121,472,725
|
|
|
$
|
1,852,495
|
|
|
$
|
(1,815
|
)
|
|
$
|
83,503
|
|
|
2,086,095
|
|
|
|
Distributions to general and common unit partners and preferred unitholders
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,548
|
)
|
|
—
|
|
|
—
|
|
|
(58,630
|
)
|
||||||
|
Contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
169
|
|
||||||
|
Sawtooth joint venture
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
63
|
|
|
—
|
|
||||||
|
Purchase of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(3,927
|
)
|
|
(3,960
|
)
|
||||||
|
Redeemable noncontrolling interest valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,300
|
)
|
|
—
|
|
|
—
|
|
|
(3,300
|
)
|
||||||
|
Repurchase of warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
||||||
|
Equity issued pursuant to incentive compensation plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,992
|
|
|
4,619
|
|
|
—
|
|
|
—
|
|
|
4,619
|
|
||||||
|
Warrants exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228,797
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
|
Accretion of beneficial conversion feature of Class A convertible preferred units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,983
|
)
|
|
—
|
|
|
—
|
|
|
(8,983
|
)
|
||||||
|
Net loss
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,391
|
)
|
|
—
|
|
|
(345
|
)
|
|
(168,891
|
)
|
||||||
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
|
Cumulative effect adjustment for adoption of ASC 606
|
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,167
|
|
|
—
|
|
|
—
|
|
|
139,306
|
|
||||||
|
Cumulative effect adjustment for adoption of ASU 2016-01
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,567
|
)
|
|
1,569
|
|
|
—
|
|
|
—
|
|
||||||
|
BALANCES AT JUNE 30, 2018
|
|
$
|
(50,919
|
)
|
|
8,400,000
|
|
|
$
|
202,731
|
|
|
121,752,514
|
|
|
$
|
1,740,410
|
|
|
$
|
(257
|
)
|
|
$
|
79,463
|
|
|
$
|
1,971,428
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
OPERATING ACTIVITIES:
|
|
|
|
|
||||
|
Net income (loss)
|
|
$
|
8,039
|
|
|
$
|
(169,289
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
|
Loss from discontinued operations, net of tax
|
|
—
|
|
|
4,156
|
|
||
|
Depreciation and amortization, including amortization of debt issuance costs
|
|
57,855
|
|
|
55,939
|
|
||
|
Loss on early extinguishment or revaluation of liabilities, net
|
|
—
|
|
|
937
|
|
||
|
Non-cash equity-based compensation expense
|
|
3,701
|
|
|
5,511
|
|
||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(967
|
)
|
|
101,335
|
|
||
|
Provision for doubtful accounts
|
|
280
|
|
|
196
|
|
||
|
Net adjustments to fair value of commodity derivatives
|
|
(26,500
|
)
|
|
52,685
|
|
||
|
Equity in earnings of unconsolidated entities
|
|
(8
|
)
|
|
(219
|
)
|
||
|
Lower of cost or market value adjustment
|
|
2,284
|
|
|
94
|
|
||
|
Other
|
|
(1,061
|
)
|
|
(206
|
)
|
||
|
Changes in operating assets and liabilities, exclusive of acquisitions:
|
|
|
|
|
||||
|
Accounts receivable-trade and affiliates
|
|
251,745
|
|
|
(74,930
|
)
|
||
|
Inventories
|
|
(61,459
|
)
|
|
(48,864
|
)
|
||
|
Other current and noncurrent assets
|
|
(6,995
|
)
|
|
15,967
|
|
||
|
Accounts payable-trade and affiliates
|
|
(156,664
|
)
|
|
(30,328
|
)
|
||
|
Other current and noncurrent liabilities
|
|
(356
|
)
|
|
13,830
|
|
||
|
Net cash provided by (used in) operating activities-continuing operations
|
|
69,894
|
|
|
(73,186
|
)
|
||
|
Net cash provided by operating activities-discontinued operations
|
|
—
|
|
|
32,041
|
|
||
|
Net cash provided by (used in) operating activities
|
|
69,894
|
|
|
(41,145
|
)
|
||
|
INVESTING ACTIVITIES:
|
|
|
|
|
||||
|
Capital expenditures
|
|
(155,391
|
)
|
|
(72,710
|
)
|
||
|
Acquisitions, net of cash acquired
|
|
(54,548
|
)
|
|
(116,592
|
)
|
||
|
Net settlements of commodity derivatives
|
|
6,447
|
|
|
(60,861
|
)
|
||
|
Proceeds from sales of assets
|
|
1,673
|
|
|
5,406
|
|
||
|
Proceeds from divestitures of businesses and investments, net
|
|
—
|
|
|
18,594
|
|
||
|
Investments in unconsolidated entities
|
|
(889
|
)
|
|
(6
|
)
|
||
|
Distributions of capital from unconsolidated entities
|
|
439
|
|
|
—
|
|
||
|
Repayments on loan for natural gas liquids facility
|
|
3,022
|
|
|
2,707
|
|
||
|
Loan to affiliate
|
|
—
|
|
|
(1,050
|
)
|
||
|
Net cash used in investing activities-continuing operations
|
|
(199,247
|
)
|
|
(224,512
|
)
|
||
|
Net cash used in investing activities-discontinued operations
|
|
—
|
|
|
(23,008
|
)
|
||
|
Net cash used in investing activities
|
|
(199,247
|
)
|
|
(247,520
|
)
|
||
|
FINANCING ACTIVITIES:
|
|
|
|
|
||||
|
Proceeds from borrowings under Revolving Credit Facility
|
|
1,139,000
|
|
|
962,000
|
|
||
|
Payments on Revolving Credit Facility
|
|
(1,155,000
|
)
|
|
(605,500
|
)
|
||
|
Issuance of senior unsecured notes
|
|
450,000
|
|
|
—
|
|
||
|
Repayment and repurchase of senior unsecured notes
|
|
—
|
|
|
(5,069
|
)
|
||
|
Payments on other long-term debt
|
|
(163
|
)
|
|
(163
|
)
|
||
|
Debt issuance costs
|
|
(7,873
|
)
|
|
(771
|
)
|
||
|
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
169
|
|
||
|
Distributions to general and common unit partners and preferred unitholders
|
|
(62,288
|
)
|
|
(53,905
|
)
|
||
|
Proceeds from sale of preferred units, net of offering costs
|
|
42,638
|
|
|
—
|
|
||
|
Payments for redemption of preferred units
|
|
(265,128
|
)
|
|
—
|
|
||
|
Repurchase of warrants
|
|
—
|
|
|
(14,988
|
)
|
||
|
Payments for settlement and early extinguishment of liabilities
|
|
(543
|
)
|
|
(1,195
|
)
|
||
|
Investment in NGL Energy Holdings LLC
|
|
(2,361
|
)
|
|
—
|
|
||
|
Net cash provided by financing activities-continuing operations
|
|
138,282
|
|
|
280,578
|
|
||
|
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
(325
|
)
|
||
|
Net cash provided by financing activities
|
|
138,282
|
|
|
280,253
|
|
||
|
Net increase (decrease) in cash and cash equivalents
|
|
8,929
|
|
|
(8,412
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
|
18,572
|
|
|
22,094
|
|
||
|
Cash and cash equivalents, end of period
|
|
$
|
27,501
|
|
|
$
|
13,682
|
|
|
Supplemental cash flow information:
|
|
|
|
|
||||
|
Cash interest paid
|
|
$
|
36,538
|
|
|
$
|
51,106
|
|
|
Income taxes paid (net of income tax refunds)
|
|
$
|
2,537
|
|
|
$
|
908
|
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
||||
|
Distributions declared but not paid to Class B and Class C preferred unitholders
|
|
$
|
5,796
|
|
|
$
|
4,725
|
|
|
Accrued capital expenditures
|
|
$
|
32,926
|
|
|
$
|
12,657
|
|
|
•
|
Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling, trucking, marine and pipeline transportation services through its owned assets.
|
|
•
|
Our Water Solutions segment provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms, drilling fluids and drilling muds and performs truck and frac tank washouts. In addition, our Water Solutions segment sells the recovered hydrocarbons that result from performing these services and sells freshwater to producers for exploration and production activities.
|
|
•
|
Our Liquids segment supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada using its leased underground storage and fleet of leased railcars, markets regionally through its 27 owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah.
|
|
•
|
Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations, purchases refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedules them for delivery at various locations throughout the country. In addition, in certain storage locations, our Refined Products and Renewables segment may also purchase unfinished gasoline blending components for subsequent blending into finished gasoline to supply our marketing business as well as third parties.
|
|
•
|
Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
|
|
•
|
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 include non-exchange traded derivatives such as over-the-counter commodity price swap and option contracts and forward commodity contracts. We determine the fair value of all of our derivative financial instruments utilizing pricing models for similar instruments. Inputs to the pricing models include publicly available prices and forward curves generated from a compilation of data gathered from third parties.
|
|
•
|
Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Crude oil
|
|
$
|
65,618
|
|
|
$
|
51,359
|
|
|
Natural gas liquids:
|
|
|
|
|
||||
|
Propane
|
|
38,436
|
|
|
33,478
|
|
||
|
Butane
|
|
25,099
|
|
|
15,294
|
|
||
|
Other
|
|
5,604
|
|
|
7,482
|
|
||
|
Refined products:
|
|
|
|
|
||||
|
Gasoline
|
|
173,927
|
|
|
189,802
|
|
||
|
Diesel
|
|
148,581
|
|
|
103,935
|
|
||
|
Renewables:
|
|
|
|
|
||||
|
Ethanol
|
|
56,513
|
|
|
51,542
|
|
||
|
Biodiesel
|
|
5,825
|
|
|
10,251
|
|
||
|
Total
|
|
$
|
519,603
|
|
|
$
|
463,143
|
|
|
Entity
|
|
Segment
|
|
Ownership
Interest (1) |
|
Date Acquired
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
|
Aircraft rental company (2)
|
|
Corporate and Other
|
|
50%
|
|
June 2019
|
|
$
|
900
|
|
|
$
|
—
|
|
|
Water services company (3)
|
|
Water Solutions
|
|
50%
|
|
August 2018
|
|
480
|
|
|
920
|
|
||
|
Natural gas liquids terminal company (4)
|
|
Liquids
|
|
50%
|
|
March 2019
|
|
205
|
|
|
207
|
|
||
|
Total
|
|
|
|
|
|
|
|
$
|
1,585
|
|
|
$
|
1,127
|
|
|
|
|
(1)
|
Ownership interest percentages are at June 30, 2019.
|
|
(2)
|
This is an investment with a related party. See Note 13 for a further discussion.
|
|
(3)
|
This is an investment that we acquired as part of an acquisition in August 2018.
|
|
(4)
|
This is an investment that we acquired as part of an acquisition in March 2019.
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Loan receivable (1)
|
|
$
|
16,107
|
|
|
$
|
19,474
|
|
|
Line fill (2)
|
|
33,437
|
|
|
33,437
|
|
||
|
Tank bottoms (3)
|
|
44,148
|
|
|
44,148
|
|
||
|
Minimum shipping fees - pipeline commitments (4)
|
|
—
|
|
|
23,494
|
|
||
|
Other
|
|
32,049
|
|
|
39,451
|
|
||
|
Total
|
|
$
|
125,741
|
|
|
$
|
160,004
|
|
|
|
|
(1)
|
Represents the noncurrent portion of a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party who filed for Chapter11 bankruptcy subsequent to June 30, 2019. As of June 30, 2019, we are owed a total of $26.4 million under this loan receivable, of which $13.0 million is recorded within prepaid expenses and other current assets in our unaudited condensed unconsolidated balance sheet. Our loan receivable is secured by the natural gas liquids facility. The remaining amount represents the noncurrent portion of a loan receivable with Victory Propane.
|
|
(2)
|
Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2019, line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. At March 31, 2019, line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. Line fill held in pipelines we own is included within property, plant and equipment (see Note 5).
|
|
(3)
|
Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. At June 30, 2019 and March 31, 2019, tank bottoms held in third party terminals consisted of 389,737 barrels and 389,737 barrels of refined products, respectively. Tank bottoms held in terminals we own are included within property, plant and equipment (see Note 5).
|
|
(4)
|
Represents the minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for two contracts with crude oil pipeline operators. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9). During the three months ended June 30, 2018, we entered into a definitive agreement, in which we agreed to provide the benefit of our deficiency credit under one of these contracts. As a result of providing this benefit to the third party, we wrote off $67.7 million of these deficiency credits and recorded a loss within (gain) loss on disposal or impairment of assets, net. Under the remaining other contract for which we have the future benefit, we currently have ten months in which to ship the excess volumes. At June 30, 2019, the deficiency credit for the remaining other contract of $23.5 million was reclassified to prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet.
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Accrued compensation and benefits
|
|
$
|
18,721
|
|
|
$
|
19,558
|
|
|
Excise and other tax liabilities
|
|
40,985
|
|
|
40,339
|
|
||
|
Derivative liabilities
|
|
60,402
|
|
|
100,372
|
|
||
|
Accrued interest
|
|
26,120
|
|
|
24,882
|
|
||
|
Product exchange liabilities
|
|
27,116
|
|
|
21,081
|
|
||
|
Gavilon legal matter settlement (Note 9)
|
|
12,500
|
|
|
12,500
|
|
||
|
Other
|
|
28,399
|
|
|
29,718
|
|
||
|
Total
|
|
$
|
214,243
|
|
|
$
|
248,450
|
|
|
|
|
Three Months Ended June 30,
|
||||
|
|
|
2019
|
|
2018
|
||
|
Weighted average common units outstanding during the period:
|
|
|
|
|
||
|
Common units - Basic
|
|
125,886,738
|
|
|
121,544,421
|
|
|
Common units - Diluted
|
|
125,886,738
|
|
|
121,544,421
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands, except unit and per unit amounts)
|
||||||
|
Income (loss) from continuing operations
|
|
$
|
8,039
|
|
|
$
|
(165,133
|
)
|
|
Less: Continuing operations loss attributable to noncontrolling interests
|
|
268
|
|
|
345
|
|
||
|
Net income (loss) from continuing operations attributable to NGL Energy Partners LP
|
|
8,307
|
|
|
(164,788
|
)
|
||
|
Less: Distributions to preferred unitholders (1)
|
|
(129,460
|
)
|
|
(20,157
|
)
|
||
|
Less: Continuing operations net loss allocated to general partner (2)
|
|
85
|
|
|
151
|
|
||
|
Net loss from continuing operations allocated to common unitholders
|
|
$
|
(121,068
|
)
|
|
$
|
(184,794
|
)
|
|
|
|
|
|
|
||||
|
Loss from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
(4,156
|
)
|
|
Less: Discontinued operations loss attributable to redeemable noncontrolling interests
|
|
—
|
|
|
398
|
|
||
|
Less: Discontinued operations loss allocated to general partner (2)
|
|
—
|
|
|
4
|
|
||
|
Net loss from discontinued operations allocated to common unitholders
|
|
$
|
—
|
|
|
$
|
(3,754
|
)
|
|
|
|
|
|
|
||||
|
Net loss allocated to common unitholders
|
|
$
|
(121,068
|
)
|
|
$
|
(188,548
|
)
|
|
|
|
|
|
|
||||
|
Basic loss per common unit
|
|
|
|
|
||||
|
Loss from continuing operations
|
|
$
|
(0.96
|
)
|
|
$
|
(1.52
|
)
|
|
Loss from discontinued operations, net of tax
|
|
—
|
|
|
(0.03
|
)
|
||
|
Net loss
|
|
$
|
(0.96
|
)
|
|
$
|
(1.55
|
)
|
|
Diluted loss per common unit
|
|
|
|
|
||||
|
Loss from continuing operations
|
|
$
|
(0.96
|
)
|
|
$
|
(1.52
|
)
|
|
Loss from discontinued operations, net of tax
|
|
—
|
|
|
(0.03
|
)
|
||
|
Net loss
|
|
$
|
(0.96
|
)
|
|
$
|
(1.55
|
)
|
|
Basic weighted average common units outstanding
|
|
125,886,738
|
|
|
121,544,421
|
|
||
|
Diluted weighted average common units outstanding
|
|
125,886,738
|
|
|
121,544,421
|
|
||
|
|
|
(1)
|
This amount includes distributions to preferred unitholders, the final accretion for the beneficial conversion of the Class A Preferred Units and the excess of the Class A Preferred Units repurchase price over the carrying value of the units, as discussed further in Note 10.
|
|
(2)
|
Net loss allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights.
|
|
Property, plant and equipment
|
$
|
24,324
|
|
|
Goodwill
|
2,413
|
|
|
|
Intangible assets
|
26,688
|
|
|
|
Other noncurrent liabilities
|
(425
|
)
|
|
|
Fair value of net assets acquired
|
$
|
53,000
|
|
|
Description
|
Estimated
Useful Lives |
|
June 30, 2019
|
|
March 31, 2019
|
||||||
|
|
(in years)
|
|
(in thousands)
|
||||||||
|
Natural gas liquids terminal and storage assets
|
2
|
-
|
30
|
|
$
|
280,849
|
|
|
$
|
280,106
|
|
|
Pipeline and related facilities
|
30
|
-
|
40
|
|
243,762
|
|
|
243,799
|
|
||
|
Refined products terminal assets and equipment
|
15
|
-
|
25
|
|
15,187
|
|
|
15,187
|
|
||
|
Vehicles and railcars
|
3
|
-
|
25
|
|
122,363
|
|
|
124,948
|
|
||
|
Water treatment facilities and equipment
|
3
|
-
|
30
|
|
734,713
|
|
|
704,666
|
|
||
|
Crude oil tanks and related equipment
|
2
|
-
|
30
|
|
225,599
|
|
|
225,476
|
|
||
|
Barges and towboats
|
5
|
-
|
30
|
|
103,737
|
|
|
103,735
|
|
||
|
Information technology equipment
|
3
|
-
|
7
|
|
33,518
|
|
|
33,082
|
|
||
|
Buildings and leasehold improvements
|
3
|
-
|
40
|
|
145,114
|
|
|
144,567
|
|
||
|
Land
|
|
|
|
|
70,362
|
|
|
63,368
|
|
||
|
Tank bottoms and line fill (1)
|
|
|
|
|
20,267
|
|
|
20,071
|
|
||
|
Other
|
3
|
-
|
20
|
|
15,035
|
|
|
15,018
|
|
||
|
Construction in progress
|
|
|
|
|
447,880
|
|
|
290,832
|
|
||
|
|
|
|
|
|
2,458,386
|
|
|
2,264,855
|
|
||
|
Accumulated depreciation
|
|
|
|
|
(442,868
|
)
|
|
(420,362
|
)
|
||
|
Net property, plant and equipment
|
|
|
|
|
$
|
2,015,518
|
|
|
$
|
1,844,493
|
|
|
|
|
(1)
|
Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Depreciation expense
|
|
$
|
25,821
|
|
|
$
|
24,729
|
|
|
Capitalized interest expense
|
|
$
|
—
|
|
|
$
|
149
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Crude Oil Logistics
|
|
$
|
(533
|
)
|
|
$
|
(2,041
|
)
|
|
Water Solutions
|
|
48
|
|
|
2,475
|
|
||
|
Liquids
|
|
(3
|
)
|
|
(10
|
)
|
||
|
Total
|
|
$
|
(488
|
)
|
|
$
|
424
|
|
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Total
|
||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||
|
Balances at March 31, 2019
|
|
$
|
579,846
|
|
|
$
|
410,139
|
|
|
$
|
103,421
|
|
|
$
|
52,455
|
|
|
$
|
1,145,861
|
|
|
Revisions to acquisition accounting (Note 4)
|
|
—
|
|
|
4,755
|
|
|
—
|
|
|
—
|
|
|
4,755
|
|
|||||
|
Acquisitions (Note 4)
|
|
—
|
|
|
2,413
|
|
|
—
|
|
|
—
|
|
|
2,413
|
|
|||||
|
Balances at June 30, 2019
|
|
$
|
579,846
|
|
|
$
|
417,307
|
|
|
$
|
103,421
|
|
|
$
|
52,455
|
|
|
$
|
1,153,029
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||||||||||||||||||
|
Description
|
|
Amortizable Lives
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||||
|
|
|
(in years)
|
|
(in thousands)
|
||||||||||||||||||||||||
|
Amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
|
3
|
-
|
30
|
|
$
|
753,432
|
|
|
$
|
(387,400
|
)
|
|
$
|
366,032
|
|
|
$
|
747,432
|
|
|
$
|
(370,072
|
)
|
|
$
|
377,360
|
|
|
Customer commitments
|
|
10
|
|
|
|
310,000
|
|
|
(82,667
|
)
|
|
227,333
|
|
|
310,000
|
|
|
(74,917
|
)
|
|
235,083
|
|
||||||
|
Pipeline capacity rights
|
|
30
|
|
|
|
161,785
|
|
|
(23,786
|
)
|
|
137,999
|
|
|
161,785
|
|
|
(22,438
|
)
|
|
139,347
|
|
||||||
|
Rights-of-way and easements
|
|
1
|
-
|
45
|
|
76,925
|
|
|
(5,081
|
)
|
|
71,844
|
|
|
73,409
|
|
|
(4,509
|
)
|
|
68,900
|
|
||||||
|
Water rights
|
|
14
|
|
|
|
64,868
|
|
|
(4,247
|
)
|
|
60,621
|
|
|
64,868
|
|
|
(3,018
|
)
|
|
61,850
|
|
||||||
|
Executory contracts and other agreements
|
|
5
|
-
|
30
|
|
55,030
|
|
|
(17,860
|
)
|
|
37,170
|
|
|
47,230
|
|
|
(17,212
|
)
|
|
30,018
|
|
||||||
|
Non-compete agreements
|
|
2
|
-
|
24
|
|
19,823
|
|
|
(3,469
|
)
|
|
16,354
|
|
|
12,723
|
|
|
(2,570
|
)
|
|
10,153
|
|
||||||
|
Debt issuance costs (1)
|
|
5
|
|
|
|
42,353
|
|
|
(30,797
|
)
|
|
11,556
|
|
|
42,345
|
|
|
(29,521
|
)
|
|
12,824
|
|
||||||
|
Total amortizable
|
|
|
|
|
|
1,484,216
|
|
|
(555,307
|
)
|
|
928,909
|
|
|
1,459,792
|
|
|
(524,257
|
)
|
|
935,535
|
|
||||||
|
Non-amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
|
|
|
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
|
Total
|
|
|
|
|
|
$
|
1,487,016
|
|
|
$
|
(555,307
|
)
|
|
$
|
931,709
|
|
|
$
|
1,462,592
|
|
|
$
|
(524,257
|
)
|
|
$
|
938,335
|
|
|
|
|
(1)
|
Includes debt issuance costs related to the Revolving Credit Facility (as defined herein). Debt issuance costs related to fixed-rate notes are reported as a reduction of the carrying amount of long-term debt.
|
|
|
|
Three Months Ended June 30,
|
||||||
|
Recorded In
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Depreciation and amortization
|
|
$
|
28,387
|
|
|
$
|
27,316
|
|
|
Cost of sales
|
|
1,371
|
|
|
1,465
|
|
||
|
Interest expense
|
|
1,276
|
|
|
1,193
|
|
||
|
Operating expenses
|
|
151
|
|
|
—
|
|
||
|
Total
|
|
$
|
31,185
|
|
|
$
|
29,974
|
|
|
Fiscal Year Ending March 31,
|
|
||
|
2020 (nine months)
|
$
|
93,141
|
|
|
2021
|
112,212
|
|
|
|
2022
|
99,373
|
|
|
|
2023
|
91,351
|
|
|
|
2024
|
85,211
|
|
|
|
Thereafter
|
447,621
|
|
|
|
Total
|
$
|
928,909
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||||||||||||||||||
|
|
|
Face
Amount |
|
Unamortized
Debt Issuance Costs (1) |
|
Book
Value |
|
Face
Amount |
|
Unamortized
Debt Issuance Costs (1) |
|
Book
Value |
||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||
|
Revolving credit facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Expansion capital borrowings
|
|
$
|
260,000
|
|
|
$
|
—
|
|
|
$
|
260,000
|
|
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
275,000
|
|
|
Working capital borrowings
|
|
895,000
|
|
|
—
|
|
|
895,000
|
|
|
896,000
|
|
|
—
|
|
|
896,000
|
|
||||||
|
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
7.500% Notes due 2023 ("2023 Notes")
|
|
607,323
|
|
|
(6,538
|
)
|
|
600,785
|
|
|
607,323
|
|
|
(6,916
|
)
|
|
600,407
|
|
||||||
|
6.125% Notes due 2025 ("2025 Notes")
|
|
389,135
|
|
|
(4,877
|
)
|
|
384,258
|
|
|
389,135
|
|
|
(5,092
|
)
|
|
384,043
|
|
||||||
|
7.500% Notes due 2026 ("2026 Notes")
|
|
450,000
|
|
|
(7,610
|
)
|
|
442,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Other long-term debt
|
|
5,170
|
|
|
—
|
|
|
5,170
|
|
|
5,331
|
|
|
—
|
|
|
5,331
|
|
||||||
|
|
|
2,606,628
|
|
|
(19,025
|
)
|
|
2,587,603
|
|
|
2,172,789
|
|
|
(12,008
|
)
|
|
2,160,781
|
|
||||||
|
Less: Current maturities
|
|
649
|
|
|
—
|
|
|
649
|
|
|
648
|
|
|
—
|
|
|
648
|
|
||||||
|
Long-term debt
|
|
$
|
2,605,979
|
|
|
$
|
(19,025
|
)
|
|
$
|
2,586,954
|
|
|
$
|
2,172,141
|
|
|
$
|
(12,008
|
)
|
|
$
|
2,160,133
|
|
|
|
|
(1)
|
Debt issuance costs related to the Revolving Credit Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.
|
|
Fiscal Year Ending March 31,
|
|
|
||
|
2020 (nine months)
|
|
$
|
2,618
|
|
|
2021
|
|
3,488
|
|
|
|
2022
|
|
3,488
|
|
|
|
2023
|
|
3,488
|
|
|
|
2024
|
|
2,864
|
|
|
|
Thereafter
|
|
3,079
|
|
|
|
Total
|
|
$
|
19,025
|
|
|
|
|
|
|
Senior Secured
|
|
Interest
|
|
Total Leverage
|
||||
|
Period Beginning
|
|
Leverage Ratio (1)
|
|
Leverage Ratio (1)
|
|
Coverage Ratio (2)
|
|
Indebtedness Ratio (1)
|
||||
|
June 30, 2019
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.50
|
|
|
September 30, 2019
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.25
|
|
|
March 31, 2020 and thereafter
|
|
4.50
|
|
|
3.25
|
|
|
2.75
|
|
|
6.00
|
|
|
|
|
(1)
|
Represents the maximum ratio for the period presented.
|
|
(2)
|
Represents the minimum ratio for the period presented.
|
|
Fiscal Year Ending March 31,
|
|
Revolving
Credit Facility |
|
Senior Unsecured Notes
|
|
Other
Long-Term Debt |
|
Total
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
2020 (nine months)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
486
|
|
|
$
|
486
|
|
|
2021
|
|
—
|
|
|
—
|
|
|
4,684
|
|
|
4,684
|
|
||||
|
2022
|
|
1,155,000
|
|
|
—
|
|
|
—
|
|
|
1,155,000
|
|
||||
|
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
2024
|
|
—
|
|
|
607,323
|
|
|
—
|
|
|
607,323
|
|
||||
|
Thereafter
|
|
—
|
|
|
839,135
|
|
|
—
|
|
|
839,135
|
|
||||
|
Total
|
|
$
|
1,155,000
|
|
|
$
|
1,446,458
|
|
|
$
|
5,170
|
|
|
$
|
2,606,628
|
|
|
Balance at March 31, 2019
|
$
|
9,723
|
|
|
Liabilities incurred
|
294
|
|
|
|
Liabilities assumed in acquisitions
|
427
|
|
|
|
Accretion expense
|
195
|
|
|
|
Balance at June 30, 2019
|
$
|
10,639
|
|
|
Fiscal Year Ending March 31,
|
|
||
|
2020 (nine months)
|
$
|
10,031
|
|
|
2021
|
10,757
|
|
|
|
2022
|
7,992
|
|
|
|
2023
|
5,603
|
|
|
|
2024
|
4,476
|
|
|
|
Thereafter
|
679
|
|
|
|
Total
|
$
|
39,538
|
|
|
|
|
Crude Oil (1)
|
|
Natural Gas Liquids
|
||||||||||
|
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
|
Fixed-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
|
2020 (nine months)
|
|
$
|
77,233
|
|
|
1,456
|
|
|
$
|
13,811
|
|
|
21,714
|
|
|
2021
|
|
—
|
|
|
—
|
|
|
1,341
|
|
|
2,100
|
|
||
|
Total
|
|
$
|
77,233
|
|
|
1,456
|
|
|
$
|
15,152
|
|
|
23,814
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Index-Price Commodity Purchase Commitments:
|
|
|
|
|
|
|
|
|
||||||
|
2020 (nine months)
|
|
$
|
1,315,538
|
|
|
24,124
|
|
|
$
|
502,600
|
|
|
1,070,293
|
|
|
2021
|
|
503,942
|
|
|
10,227
|
|
|
2,076
|
|
|
3,914
|
|
||
|
2022
|
|
397,731
|
|
|
8,264
|
|
|
—
|
|
|
—
|
|
||
|
2023
|
|
266,157
|
|
|
5,482
|
|
|
—
|
|
|
—
|
|
||
|
2024
|
|
200,233
|
|
|
4,110
|
|
|
—
|
|
|
—
|
|
||
|
Total
|
|
$
|
2,683,601
|
|
|
52,207
|
|
|
$
|
504,676
|
|
|
1,074,207
|
|
|
|
|
(1)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive.
|
|
|
|
Crude Oil
|
|
Natural Gas Liquids
|
||||||||||
|
|
|
Value
|
|
Volume
(in barrels) |
|
Value
|
|
Volume
(in gallons) |
||||||
|
Fixed-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
|
2020 (nine months)
|
|
$
|
84,851
|
|
|
1,541
|
|
|
$
|
123,655
|
|
|
154,945
|
|
|
2021
|
|
—
|
|
|
—
|
|
|
4,926
|
|
|
6,375
|
|
||
|
2022
|
|
—
|
|
|
—
|
|
|
116
|
|
|
141
|
|
||
|
Total
|
|
$
|
84,851
|
|
|
1,541
|
|
|
$
|
128,697
|
|
|
161,461
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Index-Price Commodity Sale Commitments:
|
|
|
|
|
|
|
|
|
||||||
|
2020 (nine months)
|
|
$
|
1,059,581
|
|
|
17,955
|
|
|
$
|
763,429
|
|
|
1,112,979
|
|
|
2021
|
|
—
|
|
|
—
|
|
|
14,493
|
|
|
21,923
|
|
||
|
Total
|
|
$
|
1,059,581
|
|
|
17,955
|
|
|
$
|
777,922
|
|
|
1,134,902
|
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount Per Unit
|
|
Amount Paid/Payable to Limited Partners
|
|
Amount Paid/Payable to General Partner
|
||||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
||||||
|
April 24, 2019
|
|
May 7, 2019
|
|
May 15, 2019
|
|
$
|
0.3900
|
|
|
$
|
49,127
|
|
|
$
|
85
|
|
|
July 23, 2019
|
|
August 7, 2019
|
|
August 14, 2019
|
|
$
|
0.3900
|
|
|
$
|
49,127
|
|
|
$
|
85
|
|
|
|
|
|
|
|
|
|
|
Amount Paid to Class B
|
||||
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount Per Unit
|
|
Preferred Unitholders
|
||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
||||
|
March 15, 2019
|
|
April 1, 2019
|
|
April 15, 2019
|
|
$
|
0.5625
|
|
|
$
|
4,725
|
|
|
June 14, 2019
|
|
July 1, 2019
|
|
July 15, 2019
|
|
$
|
0.5625
|
|
|
$
|
4,725
|
|
|
Unvested Service Award units at March 31, 2019
|
|
2,308,400
|
|
|
Units granted
|
|
17,500
|
|
|
Units forfeited
|
|
(8,550
|
)
|
|
Unvested Service Award units at June 30, 2019
|
|
2,317,350
|
|
|
Fiscal Year Ending March 31,
|
|
|
||
|
2020 (nine months)
|
|
$
|
5,454
|
|
|
2021
|
|
4,216
|
|
|
|
2022
|
|
1,375
|
|
|
|
Total
|
|
$
|
11,045
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||||||||||
|
|
|
Derivative
Assets |
|
Derivative
Liabilities |
|
Derivative
Assets |
|
Derivative
Liabilities |
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Level 1 measurements
|
|
$
|
69,517
|
|
|
$
|
(26,139
|
)
|
|
$
|
49,509
|
|
|
$
|
(7,273
|
)
|
|
Level 2 measurements
|
|
63,137
|
|
|
(60,547
|
)
|
|
86,785
|
|
|
(100,564
|
)
|
||||
|
|
|
132,654
|
|
|
(86,686
|
)
|
|
136,294
|
|
|
(107,837
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Netting of counterparty contracts (1)
|
|
(26,326
|
)
|
|
26,326
|
|
|
(7,501
|
)
|
|
7,501
|
|
||||
|
Net cash collateral held
|
|
(15,782
|
)
|
|
(133
|
)
|
|
(18,271
|
)
|
|
(208
|
)
|
||||
|
Commodity derivatives
|
|
$
|
90,546
|
|
|
$
|
(60,493
|
)
|
|
$
|
110,522
|
|
|
$
|
(100,544
|
)
|
|
|
|
(1)
|
Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such netting arrangements.
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Prepaid expenses and other current assets
|
|
$
|
90,522
|
|
|
$
|
110,521
|
|
|
Other noncurrent assets
|
|
24
|
|
|
1
|
|
||
|
Accrued expenses and other payables
|
|
(60,402
|
)
|
|
(100,372
|
)
|
||
|
Other noncurrent liabilities
|
|
(91
|
)
|
|
(172
|
)
|
||
|
Net commodity derivative asset
|
|
$
|
30,053
|
|
|
$
|
9,978
|
|
|
Contracts
|
|
Settlement Period
|
|
Net Long
(Short) Notional Units (in barrels) |
|
Fair Value
of Net Assets (Liabilities) |
|||
|
|
|
|
|
(in thousands)
|
|||||
|
At June 30, 2019:
|
|
|
|
|
|
|
|||
|
Crude oil fixed-price (1)
|
|
July 2019–December 2020
|
|
(2,200
|
)
|
|
$
|
2,580
|
|
|
Propane fixed-price (1)
|
|
July 2019–December 2020
|
|
947
|
|
|
(2,430
|
)
|
|
|
Refined products fixed-price (1)
|
|
July 2019–January 2021
|
|
(4,623
|
)
|
|
45,692
|
|
|
|
Other
|
|
July 2019–March 2022
|
|
|
|
126
|
|
||
|
|
|
|
|
|
|
45,968
|
|
||
|
Net cash collateral held
|
|
|
|
|
|
(15,915
|
)
|
||
|
Net commodity derivative asset
|
|
|
|
|
|
$
|
30,053
|
|
|
|
|
|
|
|
|
|
|
|||
|
At March 31, 2019:
|
|
|
|
|
|
|
|||
|
Crude oil fixed-price (1)
|
|
April 2019–December 2020
|
|
(1,961
|
)
|
|
1,014
|
|
|
|
Propane fixed-price (1)
|
|
April 2019–March 2020
|
|
198
|
|
|
608
|
|
|
|
Refined products fixed-price (1)
|
|
April 2019–January 2021
|
|
(2,296
|
)
|
|
22,079
|
|
|
|
Other
|
|
April 2019–March 2022
|
|
|
|
4,756
|
|
||
|
|
|
|
|
|
|
28,457
|
|
||
|
Net cash collateral held
|
|
|
|
|
|
(18,479
|
)
|
||
|
Net commodity derivative asset
|
|
|
|
|
|
$
|
9,978
|
|
|
|
|
|
(1)
|
We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.
|
|
(2)
|
We may purchase or sell a physical commodity where the underlying contract pricing mechanisms are tied to different commodity price indices. These contracts are derivatives we have entered into as an economic hedge against the risk of one commodity price moving relative to another commodity price.
|
|
Senior Unsecured Notes:
|
|
||
|
2023 Notes
|
$
|
634,243
|
|
|
2025 Notes
|
$
|
386,460
|
|
|
2026 Notes
|
$
|
469,125
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Revenues:
|
|
|
|
|
||||
|
Crude Oil Logistics:
|
|
|
|
|
||||
|
Topic 606 revenues
|
|
|
|
|
||||
|
Crude oil sales
|
|
$
|
682,069
|
|
|
$
|
756,511
|
|
|
Crude oil transportation and other
|
|
39,997
|
|
|
28,546
|
|
||
|
Non-Topic 606 revenues
|
|
3,621
|
|
|
3,298
|
|
||
|
Elimination of intersegment sales
|
|
(9,527
|
)
|
|
(4,525
|
)
|
||
|
Total Crude Oil Logistics revenues
|
|
716,160
|
|
|
783,830
|
|
||
|
Water Solutions:
|
|
|
|
|
||||
|
Topic 606 revenues
|
|
|
|
|
||||
|
Disposal service fees
|
|
51,140
|
|
|
54,004
|
|
||
|
Sale of recovered hydrocarbons
|
|
14,335
|
|
|
20,378
|
|
||
|
Freshwater revenues
|
|
2,096
|
|
|
500
|
|
||
|
Other service revenues
|
|
4,212
|
|
|
1,251
|
|
||
|
Non-Topic 606 revenues
|
|
—
|
|
|
12
|
|
||
|
Total Water Solutions revenues
|
|
71,783
|
|
|
76,145
|
|
||
|
Liquids:
|
|
|
|
|
||||
|
Topic 606 revenues
|
|
|
|
|
||||
|
Propane sales
|
|
139,374
|
|
|
186,489
|
|
||
|
Butane sales
|
|
82,225
|
|
|
113,200
|
|
||
|
Other product sales
|
|
114,605
|
|
|
151,805
|
|
||
|
Service revenues
|
|
8,787
|
|
|
5,671
|
|
||
|
Non-Topic 606 revenues
|
|
3,845
|
|
|
4,397
|
|
||
|
Elimination of intersegment sales
|
|
(1,189
|
)
|
|
(1,665
|
)
|
||
|
Total Liquids revenues
|
|
347,647
|
|
|
459,897
|
|
||
|
Refined Products and Renewables:
|
|
|
|
|
||||
|
Topic 606 revenues
|
|
|
|
|
||||
|
Refined products sales
|
|
1,412,158
|
|
|
1,428,212
|
|
||
|
Service fees and other revenues
|
|
511
|
|
|
4,750
|
|
||
|
Non-Topic 606 revenues
|
|
4,089,377
|
|
|
3,091,445
|
|
||
|
Total Refined Products and Renewables revenues
|
|
5,502,046
|
|
|
4,524,407
|
|
||
|
Corporate and Other:
|
|
|
|
|
||||
|
Non-Topic 606 revenues
|
|
255
|
|
|
376
|
|
||
|
Elimination of intersegment sales
|
|
—
|
|
|
(221
|
)
|
||
|
Total Corporate and Other revenues
|
|
255
|
|
|
155
|
|
||
|
Total revenues
|
|
$
|
6,637,891
|
|
|
$
|
5,844,434
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Depreciation and Amortization:
|
|
|
|
|
||||
|
Crude Oil Logistics
|
|
$
|
17,585
|
|
|
$
|
19,309
|
|
|
Water Solutions
|
|
28,223
|
|
|
25,309
|
|
||
|
Liquids
|
|
7,251
|
|
|
6,505
|
|
||
|
Refined Products and Renewables
|
|
1,928
|
|
|
1,669
|
|
||
|
Corporate and Other
|
|
2,868
|
|
|
3,147
|
|
||
|
Total depreciation and amortization
|
|
$
|
57,855
|
|
|
$
|
55,939
|
|
|
|
|
|
|
|
||||
|
Operating Income (Loss):
|
|
|
|
|
||||
|
Crude Oil Logistics
|
|
$
|
33,802
|
|
|
$
|
(99,738
|
)
|
|
Water Solutions
|
|
13,689
|
|
|
969
|
|
||
|
Liquids
|
|
8,484
|
|
|
2,623
|
|
||
|
Refined Products and Renewables
|
|
5,920
|
|
|
29,022
|
|
||
|
Corporate and Other
|
|
(15,342
|
)
|
|
(17,430
|
)
|
||
|
Total operating income (loss)
|
|
$
|
46,553
|
|
|
$
|
(84,554
|
)
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Crude Oil Logistics
|
|
$
|
14,805
|
|
|
$
|
8,382
|
|
|
Water Solutions
|
|
203,900
|
|
|
130,422
|
|
||
|
Liquids
|
|
5,549
|
|
|
992
|
|
||
|
Refined Products and Renewables
|
|
4
|
|
|
—
|
|
||
|
Corporate and Other
|
|
739
|
|
|
331
|
|
||
|
Total
|
|
$
|
224,997
|
|
|
$
|
140,127
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Long-lived assets, net:
|
|
|
|
|
||||
|
Crude Oil Logistics
|
|
$
|
1,610,899
|
|
|
$
|
1,584,636
|
|
|
Water Solutions
|
|
1,791,345
|
|
|
1,600,836
|
|
||
|
Liquids (1)
|
|
631,416
|
|
|
498,767
|
|
||
|
Refined Products and Renewables
|
|
554,915
|
|
|
217,881
|
|
||
|
Corporate and Other
|
|
29,716
|
|
|
26,569
|
|
||
|
Total
|
|
$
|
4,618,291
|
|
|
$
|
3,928,689
|
|
|
|
|
(1)
|
Includes $29.0 million and $0.5 million of non-US long-lived assets at June 30, 2019 and March 31, 2019, respectively.
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Total assets:
|
|
|
|
|
||||
|
Crude Oil Logistics
|
|
$
|
2,177,945
|
|
|
$
|
2,237,612
|
|
|
Water Solutions
|
|
1,862,624
|
|
|
1,668,292
|
|
||
|
Liquids (1)
|
|
837,184
|
|
|
721,008
|
|
||
|
Refined Products and Renewables
|
|
1,435,978
|
|
|
1,198,562
|
|
||
|
Corporate and Other
|
|
81,174
|
|
|
77,019
|
|
||
|
Total
|
|
$
|
6,394,905
|
|
|
$
|
5,902,493
|
|
|
|
|
(1)
|
Includes $41.8 million and $12.0 million of non-US total assets at June 30, 2019 and March 31, 2019, respectively.
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Sales to WPX
|
|
$
|
8,436
|
|
|
$
|
—
|
|
|
Purchases from WPX (1)
|
|
$
|
80,771
|
|
|
$
|
—
|
|
|
Sales to SemGroup
|
|
$
|
241
|
|
|
$
|
120
|
|
|
Purchases from SemGroup
|
|
$
|
—
|
|
|
$
|
1,020
|
|
|
Sales to entities affiliated with management
|
|
$
|
1,021
|
|
|
$
|
5,280
|
|
|
Purchases from entities affiliated with management
|
|
$
|
1,156
|
|
|
$
|
76,534
|
|
|
|
|
(1)
|
Amount primarily relates to purchases of crude oil under the definitive agreement we signed with WPX.
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Receivables from NGL Energy Holdings LLC
|
|
$
|
7,355
|
|
|
$
|
7,277
|
|
|
Receivables from WPX
|
|
4,043
|
|
|
5,185
|
|
||
|
Receivables from SemGroup
|
|
41
|
|
|
71
|
|
||
|
Receivables from entities affiliated with management
|
|
68
|
|
|
334
|
|
||
|
Total
|
|
$
|
11,507
|
|
|
$
|
12,867
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Payables to WPX
|
|
$
|
22,785
|
|
|
$
|
27,844
|
|
|
Payables to entities affiliated with management
|
|
267
|
|
|
625
|
|
||
|
Payables to equity method investees
|
|
19
|
|
|
—
|
|
||
|
Total
|
|
$
|
23,071
|
|
|
$
|
28,469
|
|
|
Fiscal Year Ending March 31,
|
|
||
|
2020 (nine months)
|
$
|
144,623
|
|
|
2021
|
128,778
|
|
|
|
2022
|
120,091
|
|
|
|
2023
|
113,915
|
|
|
|
2024
|
99,443
|
|
|
|
Thereafter
|
242,127
|
|
|
|
Total
|
$
|
848,977
|
|
|
|
|
Balance at
|
||||||
|
|
|
March 31, 2019
|
|
June 30, 2019
|
||||
|
|
|
(in thousands)
|
||||||
|
Accounts receivable from contracts with customers
|
|
$
|
740,878
|
|
|
$
|
533,216
|
|
|
Contract liabilities balance at March 31, 2019
|
|
$
|
8,921
|
|
|
Payment received and deferred
|
|
24,810
|
|
|
|
Payment recognized in revenue
|
|
(5,418
|
)
|
|
|
Contract liabilities balance at June 30, 2019
|
|
$
|
28,313
|
|
|
|
Three Months Ended June 30,
|
||
|
|
2019
|
||
|
|
(in thousands)
|
||
|
Operating lease cost
|
$
|
29,398
|
|
|
Variable lease cost
|
1,808
|
|
|
|
Short-term lease cost
|
126
|
|
|
|
Total lease cost
|
$
|
31,332
|
|
|
Fiscal Year Ending March 31,
|
|
||
|
2020 (nine months)
|
$
|
82,061
|
|
|
2021
|
91,400
|
|
|
|
2022
|
70,650
|
|
|
|
2023
|
50,556
|
|
|
|
2024
|
39,252
|
|
|
|
Thereafter
|
500,059
|
|
|
|
Total lease payments
|
833,978
|
|
|
|
Less imputed interest
|
(317,874
|
)
|
|
|
Total operating lease liabilities
|
$
|
516,104
|
|
|
Fiscal Year Ending March 31,
|
|
||
|
2020
|
$
|
127,718
|
|
|
2021
|
105,697
|
|
|
|
2022
|
83,595
|
|
|
|
2023
|
54,599
|
|
|
|
2024
|
18,841
|
|
|
|
Thereafter
|
41,845
|
|
|
|
Total
|
$
|
432,295
|
|
|
|
Three Months Ended June 30,
|
||
|
|
2019
|
||
|
|
(in thousands)
|
||
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
29,108
|
|
|
Operating lease right-of-use assets obtained in exchange for operating lease obligations
|
$
|
552,527
|
|
|
Fiscal Year Ending March 31,
|
|
||
|
2020 (nine months)
|
$
|
14,975
|
|
|
2021
|
13,444
|
|
|
|
2022
|
5,471
|
|
|
|
2023
|
1,550
|
|
|
|
2024
|
1,325
|
|
|
|
Thereafter
|
1,574
|
|
|
|
Total
|
$
|
38,339
|
|
|
|
|
Three Months Ended June 30,
|
||
|
|
|
2018
|
||
|
|
|
(in thousands)
|
||
|
Revenues
|
|
$
|
66,673
|
|
|
Cost of sales
|
|
34,496
|
|
|
|
Operating expenses
|
|
24,502
|
|
|
|
General and administrative expense
|
|
2,396
|
|
|
|
Depreciation and amortization
|
|
8,706
|
|
|
|
Gain on disposal or impairment of assets, net
|
|
(11
|
)
|
|
|
Operating loss from discontinued operations
|
|
(3,416
|
)
|
|
|
Loss in earnings of unconsolidated entities
|
|
(115
|
)
|
|
|
Interest expense
|
|
(125
|
)
|
|
|
Other expense, net
|
|
(500
|
)
|
|
|
Loss from discontinued operations, net of tax (1)
|
|
$
|
(4,156
|
)
|
|
|
|
(1)
|
Amount includes loss attributable to redeemable noncontrolling interests of $0.4 million for the three months ended June 30, 2018.
|
|
|
|
June 30, 2019
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
|
$
|
20,256
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
7,186
|
|
|
$
|
—
|
|
|
$
|
27,501
|
|
|
Accounts receivable-trade, net of allowance for doubtful accounts
|
|
—
|
|
|
—
|
|
|
905,218
|
|
|
6,764
|
|
|
—
|
|
|
911,982
|
|
||||||
|
Accounts receivable-affiliates
|
|
—
|
|
|
—
|
|
|
11,503
|
|
|
4
|
|
|
—
|
|
|
11,507
|
|
||||||
|
Inventories
|
|
—
|
|
|
—
|
|
|
518,550
|
|
|
1,053
|
|
|
—
|
|
|
519,603
|
|
||||||
|
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
177,386
|
|
|
1,309
|
|
|
—
|
|
|
178,695
|
|
||||||
|
Total current assets
|
|
20,256
|
|
|
—
|
|
|
1,612,716
|
|
|
16,316
|
|
|
—
|
|
|
1,649,288
|
|
||||||
|
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
|
|
—
|
|
|
—
|
|
|
1,774,413
|
|
|
241,105
|
|
|
—
|
|
|
2,015,518
|
|
||||||
|
GOODWILL
|
|
—
|
|
|
—
|
|
|
1,147,854
|
|
|
5,175
|
|
|
—
|
|
|
1,153,029
|
|
||||||
|
INTANGIBLE ASSETS, net of accumulated amortization
|
|
—
|
|
|
—
|
|
|
857,711
|
|
|
73,998
|
|
|
—
|
|
|
931,709
|
|
||||||
|
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
—
|
|
|
—
|
|
|
1,585
|
|
|
—
|
|
|
—
|
|
|
1,585
|
|
||||||
|
NET INTERCOMPANY RECEIVABLES (PAYABLES)
|
|
988,222
|
|
|
—
|
|
|
(888,074
|
)
|
|
(100,148
|
)
|
|
—
|
|
|
—
|
|
||||||
|
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES
|
|
2,539,474
|
|
|
—
|
|
|
155,793
|
|
|
—
|
|
|
(2,695,267
|
)
|
|
—
|
|
||||||
|
OPERATING LEASE RIGHT-OF-USE ASSETS
|
|
—
|
|
|
—
|
|
|
514,512
|
|
|
3,523
|
|
|
—
|
|
|
518,035
|
|
||||||
|
OTHER NONCURRENT ASSETS
|
|
—
|
|
|
—
|
|
|
125,556
|
|
|
185
|
|
|
—
|
|
|
125,741
|
|
||||||
|
Total assets
|
|
$
|
3,547,952
|
|
|
$
|
—
|
|
|
$
|
5,302,066
|
|
|
$
|
240,154
|
|
|
$
|
(2,695,267
|
)
|
|
$
|
6,394,905
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
804,043
|
|
|
$
|
10,098
|
|
|
$
|
—
|
|
|
$
|
814,141
|
|
|
Accounts payable-affiliates
|
|
1
|
|
|
—
|
|
|
23,070
|
|
|
—
|
|
|
—
|
|
|
23,071
|
|
||||||
|
Accrued expenses and other payables
|
|
28,733
|
|
|
—
|
|
|
183,575
|
|
|
1,935
|
|
|
—
|
|
|
214,243
|
|
||||||
|
Advance payments received from customers
|
|
—
|
|
|
—
|
|
|
20,602
|
|
|
7,711
|
|
|
—
|
|
|
28,313
|
|
||||||
|
Current maturities of long-term debt
|
|
—
|
|
|
—
|
|
|
649
|
|
|
—
|
|
|
—
|
|
|
649
|
|
||||||
|
Operating lease obligations
|
|
—
|
|
|
—
|
|
|
76,759
|
|
|
262
|
|
|
—
|
|
|
77,021
|
|
||||||
|
Total current liabilities
|
|
28,734
|
|
|
—
|
|
|
1,108,698
|
|
|
20,006
|
|
|
—
|
|
|
1,157,438
|
|
||||||
|
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
|
1,427,433
|
|
|
—
|
|
|
1,159,521
|
|
|
—
|
|
|
—
|
|
|
2,586,954
|
|
||||||
|
OPERATING LEASE OBLIGATIONS
|
|
—
|
|
|
—
|
|
|
435,943
|
|
|
3,140
|
|
|
—
|
|
|
439,083
|
|
||||||
|
OTHER NONCURRENT LIABILITIES
|
|
—
|
|
|
—
|
|
|
58,430
|
|
|
2,735
|
|
|
—
|
|
|
61,165
|
|
||||||
|
EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Partners’ equity
|
|
2,091,785
|
|
|
—
|
|
|
2,539,474
|
|
|
214,491
|
|
|
(2,753,747
|
)
|
|
2,092,003
|
|
||||||
|
Accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(218
|
)
|
|
—
|
|
|
(218
|
)
|
||||||
|
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,480
|
|
|
58,480
|
|
||||||
|
Total equity
|
|
2,091,785
|
|
|
—
|
|
|
2,539,474
|
|
|
214,273
|
|
|
(2,695,267
|
)
|
|
2,150,265
|
|
||||||
|
Total liabilities and equity
|
|
$
|
3,547,952
|
|
|
$
|
—
|
|
|
$
|
5,302,066
|
|
|
$
|
240,154
|
|
|
$
|
(2,695,267
|
)
|
|
$
|
6,394,905
|
|
|
|
|
March 31, 2019
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
|
$
|
12,798
|
|
|
$
|
—
|
|
|
$
|
3,728
|
|
|
$
|
2,046
|
|
|
$
|
—
|
|
|
$
|
18,572
|
|
|
Accounts receivable-trade, net of allowance for doubtful accounts
|
|
—
|
|
|
—
|
|
|
1,160,908
|
|
|
2,011
|
|
|
—
|
|
|
1,162,919
|
|
||||||
|
Accounts receivable-affiliates
|
|
—
|
|
|
—
|
|
|
12,867
|
|
|
—
|
|
|
—
|
|
|
12,867
|
|
||||||
|
Inventories
|
|
—
|
|
|
—
|
|
|
462,109
|
|
|
1,034
|
|
|
—
|
|
|
463,143
|
|
||||||
|
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
154,697
|
|
|
475
|
|
|
—
|
|
|
155,172
|
|
||||||
|
Total current assets
|
|
12,798
|
|
|
—
|
|
|
1,794,309
|
|
|
5,566
|
|
|
—
|
|
|
1,812,673
|
|
||||||
|
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
|
|
—
|
|
|
—
|
|
|
1,635,637
|
|
|
208,856
|
|
|
—
|
|
|
1,844,493
|
|
||||||
|
GOODWILL
|
|
—
|
|
|
—
|
|
|
1,140,686
|
|
|
5,175
|
|
|
—
|
|
|
1,145,861
|
|
||||||
|
INTANGIBLE ASSETS, net of accumulated amortization
|
|
—
|
|
|
—
|
|
|
862,988
|
|
|
75,347
|
|
|
—
|
|
|
938,335
|
|
||||||
|
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
|
—
|
|
|
—
|
|
|
1,127
|
|
|
—
|
|
|
—
|
|
|
1,127
|
|
||||||
|
NET INTERCOMPANY RECEIVABLES (PAYABLES)
|
|
862,186
|
|
|
—
|
|
|
(808,610
|
)
|
|
(53,576
|
)
|
|
—
|
|
|
—
|
|
||||||
|
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES
|
|
2,503,848
|
|
|
—
|
|
|
170,690
|
|
|
—
|
|
|
(2,674,538
|
)
|
|
—
|
|
||||||
|
OTHER NONCURRENT ASSETS
|
|
—
|
|
|
—
|
|
|
160,004
|
|
|
—
|
|
|
—
|
|
|
160,004
|
|
||||||
|
Total assets
|
|
$
|
3,378,832
|
|
|
$
|
—
|
|
|
$
|
4,956,831
|
|
|
$
|
241,368
|
|
|
$
|
(2,674,538
|
)
|
|
$
|
5,902,493
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
957,724
|
|
|
$
|
6,941
|
|
|
$
|
—
|
|
|
$
|
964,665
|
|
|
Accounts payable-affiliates
|
|
1
|
|
|
—
|
|
|
28,468
|
|
|
—
|
|
|
—
|
|
|
28,469
|
|
||||||
|
Accrued expenses and other payables
|
|
25,497
|
|
|
—
|
|
|
221,456
|
|
|
1,497
|
|
|
—
|
|
|
248,450
|
|
||||||
|
Advance payments received from customers
|
|
—
|
|
|
—
|
|
|
8,010
|
|
|
911
|
|
|
—
|
|
|
8,921
|
|
||||||
|
Current maturities of long-term debt
|
|
—
|
|
|
—
|
|
|
648
|
|
|
—
|
|
|
—
|
|
|
648
|
|
||||||
|
Total current liabilities
|
|
25,498
|
|
|
—
|
|
|
1,216,306
|
|
|
9,349
|
|
|
—
|
|
|
1,251,153
|
|
||||||
|
LONG-TERM DEBT, net of debt issuance costs and current maturities
|
|
984,450
|
|
|
—
|
|
|
1,175,683
|
|
|
—
|
|
|
—
|
|
|
2,160,133
|
|
||||||
|
OTHER NONCURRENT LIABILITIES
|
|
—
|
|
|
—
|
|
|
60,994
|
|
|
2,581
|
|
|
—
|
|
|
63,575
|
|
||||||
|
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS
|
|
149,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,814
|
|
||||||
|
EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Partners’ equity
|
|
2,219,070
|
|
|
—
|
|
|
2,503,848
|
|
|
229,693
|
|
|
(2,733,286
|
)
|
|
2,219,325
|
|
||||||
|
Accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(255
|
)
|
|
—
|
|
|
(255
|
)
|
||||||
|
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,748
|
|
|
58,748
|
|
||||||
|
Total equity
|
|
2,219,070
|
|
|
—
|
|
|
2,503,848
|
|
|
229,438
|
|
|
(2,674,538
|
)
|
|
2,277,818
|
|
||||||
|
Total liabilities and equity
|
|
$
|
3,378,832
|
|
|
$
|
—
|
|
|
$
|
4,956,831
|
|
|
$
|
241,368
|
|
|
$
|
(2,674,538
|
)
|
|
$
|
5,902,493
|
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,624,362
|
|
|
$
|
15,005
|
|
|
$
|
(1,476
|
)
|
|
$
|
6,637,891
|
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
6,454,701
|
|
|
(8
|
)
|
|
(1,226
|
)
|
|
6,453,467
|
|
||||||
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating
|
|
—
|
|
|
—
|
|
|
59,932
|
|
|
4,585
|
|
|
(250
|
)
|
|
64,267
|
|
||||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
20,153
|
|
|
210
|
|
|
—
|
|
|
20,363
|
|
||||||
|
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
51,318
|
|
|
2,890
|
|
|
—
|
|
|
54,208
|
|
||||||
|
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
(967
|
)
|
|
—
|
|
|
—
|
|
|
(967
|
)
|
||||||
|
Operating Income
|
|
—
|
|
|
—
|
|
|
39,225
|
|
|
7,328
|
|
|
—
|
|
|
46,553
|
|
||||||
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
|
Interest expense
|
|
(25,789
|
)
|
|
—
|
|
|
(14,119
|
)
|
|
(11
|
)
|
|
11
|
|
|
(39,908
|
)
|
||||||
|
Other income, net
|
|
—
|
|
|
—
|
|
|
1,078
|
|
|
8
|
|
|
(11
|
)
|
|
1,075
|
|
||||||
|
(Loss) Income From Continuing Operations Before Income Taxes
|
|
(25,789
|
)
|
|
—
|
|
|
26,192
|
|
|
7,325
|
|
|
—
|
|
|
7,728
|
|
||||||
|
INCOME TAX BENEFIT
|
|
—
|
|
|
—
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
311
|
|
||||||
|
EQUITY IN NET INCOME FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
34,096
|
|
|
—
|
|
|
7,593
|
|
|
—
|
|
|
(41,689
|
)
|
|
—
|
|
||||||
|
Net Income
|
|
8,307
|
|
|
—
|
|
|
34,096
|
|
|
7,325
|
|
|
(41,689
|
)
|
|
8,039
|
|
||||||
|
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
268
|
|
|
268
|
|
||||||||||
|
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
$
|
8,307
|
|
|
$
|
—
|
|
|
$
|
34,096
|
|
|
$
|
7,325
|
|
|
$
|
(41,421
|
)
|
|
$
|
8,307
|
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,840,539
|
|
|
$
|
4,693
|
|
|
$
|
(798
|
)
|
|
$
|
5,844,434
|
|
|
COST OF SALES
|
|
—
|
|
|
—
|
|
|
5,696,990
|
|
|
(36
|
)
|
|
(798
|
)
|
|
5,696,156
|
|
||||||
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Operating
|
|
—
|
|
|
—
|
|
|
54,172
|
|
|
2,090
|
|
|
—
|
|
|
56,262
|
|
||||||
|
General and administrative
|
|
—
|
|
|
—
|
|
|
22,048
|
|
|
342
|
|
|
—
|
|
|
22,390
|
|
||||||
|
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
49,131
|
|
|
2,914
|
|
|
—
|
|
|
52,045
|
|
||||||
|
Loss on disposal or impairment of assets, net
|
|
—
|
|
|
—
|
|
|
101,335
|
|
|
—
|
|
|
—
|
|
|
101,335
|
|
||||||
|
Revaluation of liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
800
|
|
|
—
|
|
|
800
|
|
||||||
|
Operating Loss
|
|
—
|
|
|
—
|
|
|
(83,137
|
)
|
|
(1,417
|
)
|
|
—
|
|
|
(84,554
|
)
|
||||||
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity in earnings of unconsolidated entities
|
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|
219
|
|
||||||
|
Interest expense
|
|
(29,500
|
)
|
|
—
|
|
|
(16,767
|
)
|
|
(12
|
)
|
|
11
|
|
|
(46,268
|
)
|
||||||
|
Loss on early extinguishment of liabilities, net
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
||||||
|
Other expense, net
|
|
—
|
|
|
—
|
|
|
(33,546
|
)
|
|
—
|
|
|
(196
|
)
|
|
(33,742
|
)
|
||||||
|
Loss From Continuing Operations Before Income Taxes
|
|
(29,637
|
)
|
|
—
|
|
|
(133,231
|
)
|
|
(1,429
|
)
|
|
(185
|
)
|
|
(164,482
|
)
|
||||||
|
INCOME TAX EXPENSE
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
||||||
|
EQUITY IN NET LOSS FROM CONTINUING OPERATIONS OF CONSOLIDATED SUBSIDIARIES
|
|
(138,909
|
)
|
|
—
|
|
|
(1,647
|
)
|
|
—
|
|
|
140,556
|
|
|
—
|
|
||||||
|
Loss From Continuing Operations
|
|
(168,546
|
)
|
|
—
|
|
|
(135,529
|
)
|
|
(1,429
|
)
|
|
140,371
|
|
|
(165,133
|
)
|
||||||
|
Loss From Discontinued Operations, Net of Tax
|
|
—
|
|
|
—
|
|
|
(3,380
|
)
|
|
(961
|
)
|
|
185
|
|
|
(4,156
|
)
|
||||||
|
Net Loss
|
|
(168,546
|
)
|
|
—
|
|
|
(138,909
|
)
|
|
(2,390
|
)
|
|
140,556
|
|
|
(169,289
|
)
|
||||||
|
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
345
|
|
|
345
|
|
||||||||||
|
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
398
|
|
|
398
|
|
||||||||||
|
NET LOSS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
|
|
$
|
(168,546
|
)
|
|
$
|
—
|
|
|
$
|
(138,909
|
)
|
|
$
|
(2,390
|
)
|
|
$
|
141,299
|
|
|
$
|
(168,546
|
)
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
Net income
|
|
$
|
8,307
|
|
|
$
|
—
|
|
|
$
|
34,096
|
|
|
$
|
7,325
|
|
|
$
|
(41,689
|
)
|
|
$
|
8,039
|
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
17
|
|
|
20
|
|
|
—
|
|
|
37
|
|
||||||
|
Comprehensive income
|
|
$
|
8,307
|
|
|
$
|
—
|
|
|
$
|
34,113
|
|
|
$
|
7,345
|
|
|
$
|
(41,689
|
)
|
|
$
|
8,076
|
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
|
||||||||||||
|
Net loss
|
|
$
|
(168,546
|
)
|
|
$
|
—
|
|
|
$
|
(138,909
|
)
|
|
$
|
(2,390
|
)
|
|
$
|
140,556
|
|
|
$
|
(169,289
|
)
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(10
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
|
Comprehensive loss
|
|
$
|
(168,546
|
)
|
|
$
|
—
|
|
|
$
|
(138,910
|
)
|
|
$
|
(2,400
|
)
|
|
$
|
140,556
|
|
|
$
|
(169,300
|
)
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidated
|
||||||||||
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash (used in) provided by operating activities
|
|
$
|
(22,759
|
)
|
|
$
|
—
|
|
|
83,695
|
|
|
$
|
8,958
|
|
|
$
|
69,894
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(127,378
|
)
|
|
(28,013
|
)
|
|
(155,391
|
)
|
|||||
|
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(54,548
|
)
|
|
—
|
|
|
(54,548
|
)
|
|||||
|
Net settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
6,447
|
|
|
—
|
|
|
6,447
|
|
|||||
|
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
1,523
|
|
|
150
|
|
|
1,673
|
|
|||||
|
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(889
|
)
|
|
—
|
|
|
(889
|
)
|
|||||
|
Distributions of capital from unconsolidated entities
|
|
—
|
|
|
—
|
|
|
439
|
|
|
—
|
|
|
439
|
|
|||||
|
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
3,022
|
|
|
—
|
|
|
3,022
|
|
|||||
|
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(171,384
|
)
|
|
(27,863
|
)
|
|
(199,247
|
)
|
|||||
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Proceeds from borrowings under Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
1,139,000
|
|
|
—
|
|
|
1,139,000
|
|
|||||
|
Payments on Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
(1,155,000
|
)
|
|
—
|
|
|
(1,155,000
|
)
|
|||||
|
Issuance of senior unsecured notes
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|||||
|
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
—
|
|
|
(163
|
)
|
|||||
|
Debt issuance costs
|
|
(7,865
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(7,873
|
)
|
|||||
|
Distributions to general and common unit partners and preferred unitholders
|
|
(62,288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,288
|
)
|
|||||
|
Proceeds from sale of preferred units, net of offering costs
|
|
42,638
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,638
|
|
|||||
|
Payments for redemption of preferred units
|
|
(265,128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(265,128
|
)
|
|||||
|
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(543
|
)
|
|
—
|
|
|
(543
|
)
|
|||||
|
Investment in NGL Energy Holdings LLC
|
|
(2,361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,361
|
)
|
|||||
|
Net changes in advances with consolidated entities
|
|
(124,779
|
)
|
|
—
|
|
|
100,734
|
|
|
24,045
|
|
|
—
|
|
|||||
|
Net cash provided by financing activities
|
|
30,217
|
|
|
—
|
|
|
84,020
|
|
|
24,045
|
|
|
138,282
|
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
|
7,458
|
|
|
—
|
|
|
(3,669
|
)
|
|
5,140
|
|
|
8,929
|
|
|||||
|
Cash and cash equivalents, beginning of period
|
|
12,798
|
|
|
—
|
|
|
3,728
|
|
|
2,046
|
|
|
18,572
|
|
|||||
|
Cash and cash equivalents, end of period
|
|
$
|
20,256
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
7,186
|
|
|
$
|
27,501
|
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||
|
|
|
NGL Energy
Partners LP (Parent) |
|
NGL Energy
Finance Corp. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net cash used in operating activities-continuing operations
|
|
$
|
(50,211
|
)
|
|
$
|
—
|
|
|
$
|
(22,043
|
)
|
|
$
|
(747
|
)
|
|
$
|
(185
|
)
|
|
$
|
(73,186
|
)
|
|
Net cash provided by operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
26,220
|
|
|
5,821
|
|
|
—
|
|
|
32,041
|
|
||||||
|
Net cash (used in) provided by operating activities
|
|
(50,211
|
)
|
|
—
|
|
|
4,177
|
|
|
5,074
|
|
|
(185
|
)
|
|
(41,145
|
)
|
||||||
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(70,788
|
)
|
|
(1,922
|
)
|
|
—
|
|
|
(72,710
|
)
|
||||||
|
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(112,665
|
)
|
|
(3,927
|
)
|
|
—
|
|
|
(116,592
|
)
|
||||||
|
Net settlements of commodity derivatives
|
|
—
|
|
|
—
|
|
|
(60,861
|
)
|
|
—
|
|
|
—
|
|
|
(60,861
|
)
|
||||||
|
Proceeds from sales of assets
|
|
—
|
|
|
—
|
|
|
5,406
|
|
|
—
|
|
|
—
|
|
|
5,406
|
|
||||||
|
Proceeds from divestitures of businesses and investments, net
|
|
—
|
|
|
—
|
|
|
18,594
|
|
|
—
|
|
|
—
|
|
|
18,594
|
|
||||||
|
Investments in unconsolidated entities
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
|
Repayments on loan for natural gas liquids facility
|
|
—
|
|
|
—
|
|
|
2,707
|
|
|
—
|
|
|
—
|
|
|
2,707
|
|
||||||
|
Loan to affiliate
|
|
—
|
|
|
—
|
|
|
(1,050
|
)
|
|
—
|
|
|
—
|
|
|
(1,050
|
)
|
||||||
|
Net cash used in investing activities-continuing operations
|
|
—
|
|
|
—
|
|
|
(218,663
|
)
|
|
(5,849
|
)
|
|
—
|
|
|
(224,512
|
)
|
||||||
|
Net cash used in investing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(19,061
|
)
|
|
(3,947
|
)
|
|
—
|
|
|
(23,008
|
)
|
||||||
|
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(237,724
|
)
|
|
(9,796
|
)
|
|
—
|
|
|
(247,520
|
)
|
||||||
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Proceeds from borrowings under Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
962,000
|
|
|
—
|
|
|
—
|
|
|
962,000
|
|
||||||
|
Payments on Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
(605,500
|
)
|
|
—
|
|
|
—
|
|
|
(605,500
|
)
|
||||||
|
Repurchase of senior secured and senior unsecured notes
|
|
(5,069
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,069
|
)
|
||||||
|
Payments on other long-term debt
|
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
—
|
|
|
—
|
|
|
(163
|
)
|
||||||
|
Debt issuance costs
|
|
—
|
|
|
—
|
|
|
(771
|
)
|
|
—
|
|
|
—
|
|
|
(771
|
)
|
||||||
|
Contributions from noncontrolling interest owners, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
169
|
|
||||||
|
Distributions to general and common unit partners and preferred unitholders
|
|
(53,905
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,905
|
)
|
||||||
|
Repurchase of warrants
|
|
(14,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,988
|
)
|
||||||
|
Payments for settlement and early extinguishment of liabilities
|
|
—
|
|
|
—
|
|
|
(1,195
|
)
|
|
—
|
|
|
—
|
|
|
(1,195
|
)
|
||||||
|
Net changes in advances with consolidated entities
|
|
112,572
|
|
|
—
|
|
|
(122,539
|
)
|
|
9,782
|
|
|
185
|
|
|
—
|
|
||||||
|
Net cash provided by financing activities-continuing operations
|
|
38,610
|
|
|
—
|
|
|
231,832
|
|
|
9,951
|
|
|
185
|
|
|
280,578
|
|
||||||
|
Net cash used in financing activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
(30
|
)
|
|
—
|
|
|
(325
|
)
|
||||||
|
Net cash provided by financing activities
|
|
38,610
|
|
|
—
|
|
|
231,537
|
|
|
9,921
|
|
|
185
|
|
|
280,253
|
|
||||||
|
Net (decrease) increase in cash and cash equivalents
|
|
(11,601
|
)
|
|
—
|
|
|
(2,010
|
)
|
|
5,199
|
|
|
—
|
|
|
(8,412
|
)
|
||||||
|
Cash and cash equivalents, beginning of period
|
|
16,915
|
|
|
—
|
|
|
3,329
|
|
|
1,850
|
|
|
—
|
|
|
22,094
|
|
||||||
|
Cash and cash equivalents, end of period
|
|
$
|
5,314
|
|
|
$
|
—
|
|
|
$
|
1,319
|
|
|
$
|
7,049
|
|
|
$
|
—
|
|
|
$
|
13,682
|
|
|
•
|
Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling, trucking, marine and pipeline transportation services through its owned assets.
|
|
•
|
Our Water Solutions segment provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms, drilling fluids and drilling muds and performs truck and frac tank washouts. In addition, our Water Solutions segment sells the recovered hydrocarbons that result from performing these services and sells freshwater to producers for exploration and production activities.
|
|
•
|
Our Liquids segment supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada using its leased underground storage and fleet of leased railcars, markets regionally through its 27 owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah.
|
|
•
|
Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations, purchases refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedules them for delivery at various locations throughout the country. In addition, in certain storage locations, our Refined Products and Renewables segment may also purchase unfinished gasoline blending components for subsequent blending into finished gasoline to supply our marketing business as well as third parties.
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Total revenues
|
$
|
6,637,891
|
|
|
$
|
5,844,434
|
|
|
Total cost of sales
|
6,453,467
|
|
|
5,696,156
|
|
||
|
Operating expenses
|
64,267
|
|
|
56,262
|
|
||
|
General and administrative expense
|
20,363
|
|
|
22,390
|
|
||
|
Depreciation and amortization
|
54,208
|
|
|
52,045
|
|
||
|
(Gain) loss on disposal or impairment of assets, net
|
(967
|
)
|
|
101,335
|
|
||
|
Revaluation of liabilities
|
—
|
|
|
800
|
|
||
|
Operating income (loss)
|
46,553
|
|
|
(84,554
|
)
|
||
|
Equity in earnings of unconsolidated entities
|
8
|
|
|
219
|
|
||
|
Interest expense
|
(39,908
|
)
|
|
(46,268
|
)
|
||
|
Loss on early extinguishment of liabilities, net
|
—
|
|
|
(137
|
)
|
||
|
Other income (expense), net
|
1,075
|
|
|
(33,742
|
)
|
||
|
Income (loss) from continuing operations before income taxes
|
7,728
|
|
|
(164,482
|
)
|
||
|
Income tax benefit (expense)
|
311
|
|
|
(651
|
)
|
||
|
Income (loss) from continuing operations
|
8,039
|
|
|
(165,133
|
)
|
||
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(4,156
|
)
|
||
|
Net income (loss)
|
8,039
|
|
|
(169,289
|
)
|
||
|
Less: Net loss attributable to noncontrolling interests
|
268
|
|
|
345
|
|
||
|
Less: Net loss attributable to redeemable noncontrolling interests
|
—
|
|
|
398
|
|
||
|
Net income (loss) attributable to NGL Energy Partners LP
|
$
|
8,307
|
|
|
$
|
(168,546
|
)
|
|
|
|
Three Months Ended June 30,
|
|
|
||||||||
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel amounts)
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Crude oil sales
|
|
$
|
682,069
|
|
|
$
|
756,511
|
|
|
$
|
(74,442
|
)
|
|
Crude oil transportation and other
|
|
43,618
|
|
|
31,844
|
|
|
11,774
|
|
|||
|
Total revenues (1)
|
|
725,687
|
|
|
788,355
|
|
|
(62,668
|
)
|
|||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
662,038
|
|
|
741,510
|
|
|
(79,472
|
)
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(3,271
|
)
|
|
11,258
|
|
|
(14,529
|
)
|
|||
|
Operating expenses
|
|
14,378
|
|
|
12,595
|
|
|
1,783
|
|
|||
|
General and administrative expenses
|
|
1,771
|
|
|
1,607
|
|
|
164
|
|
|||
|
Depreciation and amortization expense
|
|
17,585
|
|
|
19,229
|
|
|
(1,644
|
)
|
|||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(616
|
)
|
|
101,894
|
|
|
(102,510
|
)
|
|||
|
Total expenses
|
|
691,885
|
|
|
888,093
|
|
|
(196,208
|
)
|
|||
|
Segment operating income (loss)
|
|
$
|
33,802
|
|
|
$
|
(99,738
|
)
|
|
$
|
133,540
|
|
|
|
|
|
|
|
|
|
||||||
|
Crude oil sold (barrels)
|
|
11,291
|
|
|
11,225
|
|
|
66
|
|
|||
|
Crude oil transported on owned pipelines (barrels)
|
|
11,789
|
|
|
9,987
|
|
|
1,802
|
|
|||
|
Crude oil storage capacity - owned and leased (barrels) (2)
|
|
5,232
|
|
|
6,371
|
|
|
(1,139
|
)
|
|||
|
Crude oil storage capacity leased to third parties (barrels) (2)
|
|
2,563
|
|
|
2,564
|
|
|
(1
|
)
|
|||
|
Crude oil inventory (barrels) (2)
|
|
1,125
|
|
|
1,164
|
|
|
(39
|
)
|
|||
|
Crude oil sold ($/barrel)
|
|
$
|
60.408
|
|
|
$
|
67.395
|
|
|
$
|
(6.987
|
)
|
|
Cost per crude oil sold ($/barrel)
|
|
$
|
58.344
|
|
|
$
|
67.062
|
|
|
$
|
(8.718
|
)
|
|
Crude oil product margin ($/barrel)
|
|
$
|
2.064
|
|
|
$
|
0.333
|
|
|
$
|
1.731
|
|
|
|
|
(1)
|
Revenues include $9.5 million and $4.5 million of intersegment sales during the three months ended June 30, 2019 and 2018, respectively, that are eliminated in our unaudited condensed consolidated statements of operations.
|
|
(2)
|
Information is presented as of June 30, 2019 and June 30, 2018, respectively.
|
|
|
|
Three Months Ended June 30,
|
|
|
||||||||
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel and per day amounts)
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Wastewater disposal service fees
|
|
$
|
45,927
|
|
|
$
|
48,003
|
|
|
$
|
(2,076
|
)
|
|
Sale of recovered hydrocarbons
|
|
14,335
|
|
|
20,227
|
|
|
(5,892
|
)
|
|||
|
Other service revenues
|
|
11,521
|
|
|
7,915
|
|
|
3,606
|
|
|||
|
Total revenues
|
|
71,783
|
|
|
76,145
|
|
|
(4,362
|
)
|
|||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Cost of sales-excluding impact of derivatives
|
|
248
|
|
|
589
|
|
|
(341
|
)
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(3,055
|
)
|
|
13,680
|
|
|
(16,735
|
)
|
|||
|
Operating expenses
|
|
32,456
|
|
|
31,524
|
|
|
932
|
|
|||
|
General and administrative expenses
|
|
963
|
|
|
799
|
|
|
164
|
|
|||
|
Depreciation and amortization expense
|
|
28,071
|
|
|
25,309
|
|
|
2,762
|
|
|||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(589
|
)
|
|
2,475
|
|
|
(3,064
|
)
|
|||
|
Revaluation of liabilities
|
|
—
|
|
|
800
|
|
|
(800
|
)
|
|||
|
Total expenses
|
|
58,094
|
|
|
75,176
|
|
|
(17,082
|
)
|
|||
|
Segment operating income
|
|
$
|
13,689
|
|
|
$
|
969
|
|
|
$
|
12,720
|
|
|
|
|
|
|
|
|
|
||||||
|
Wastewater processed (barrels per day)
|
|
|
|
|
|
|
||||||
|
Permian Basin
|
|
399,629
|
|
|
421,535
|
|
|
(21,906
|
)
|
|||
|
Eagle Ford Basin
|
|
267,244
|
|
|
279,184
|
|
|
(11,940
|
)
|
|||
|
DJ Basin
|
|
169,620
|
|
|
136,115
|
|
|
33,505
|
|
|||
|
Other Basins
|
|
12,394
|
|
|
83,038
|
|
|
(70,644
|
)
|
|||
|
Total
|
|
848,887
|
|
|
919,872
|
|
|
(70,985
|
)
|
|||
|
Solids processed (barrels per day)
|
|
5,442
|
|
|
5,899
|
|
|
(457
|
)
|
|||
|
Skim oil sold (barrels per day)
|
|
2,860
|
|
|
3,615
|
|
|
(755
|
)
|
|||
|
Service fees for wastewater processed ($/barrel)
|
|
$
|
0.59
|
|
|
$
|
0.57
|
|
|
$
|
0.02
|
|
|
Recovered hydrocarbons for wastewater processed ($/barrel)
|
|
$
|
0.19
|
|
|
$
|
0.24
|
|
|
$
|
(0.05
|
)
|
|
Operating expenses for wastewater processed ($/barrel)
|
|
$
|
0.42
|
|
|
$
|
0.38
|
|
|
$
|
0.04
|
|
|
|
|
Three Months Ended June 30,
|
|
|
||||||||
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
|
(in thousands, except per gallon amounts)
|
||||||||||
|
Propane sales:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
$
|
140,159
|
|
|
$
|
188,391
|
|
|
$
|
(48,232
|
)
|
|
Cost of sales-excluding impact of derivatives
|
|
135,199
|
|
|
180,545
|
|
|
(45,346
|
)
|
|||
|
Cost of sales-derivative loss
|
|
2,810
|
|
|
352
|
|
|
2,458
|
|
|||
|
Product margin
|
|
2,150
|
|
|
7,494
|
|
|
(5,344
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Butane sales:
|
|
|
|
|
|
|
|
|
||||
|
Revenues (1)
|
|
82,312
|
|
|
114,223
|
|
|
(31,911
|
)
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
75,541
|
|
|
111,443
|
|
|
(35,902
|
)
|
|||
|
Cost of sales-derivative (gain) loss
|
|
(6,105
|
)
|
|
2,566
|
|
|
(8,671
|
)
|
|||
|
Product margin
|
|
12,876
|
|
|
214
|
|
|
12,662
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
|
Other product sales:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
115,816
|
|
|
153,318
|
|
|
(37,502
|
)
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
106,956
|
|
|
147,679
|
|
|
(40,723
|
)
|
|||
|
Cost of sales-derivative loss (gain)
|
|
157
|
|
|
(1,070
|
)
|
|
1,227
|
|
|||
|
Product margin
|
|
8,703
|
|
|
6,709
|
|
|
1,994
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Service revenues:
|
|
|
|
|
|
|
||||||
|
Revenues (1)
|
|
10,549
|
|
|
5,630
|
|
|
4,919
|
|
|||
|
Cost of sales
|
|
3,983
|
|
|
665
|
|
|
3,318
|
|
|||
|
Product margin
|
|
6,566
|
|
|
4,965
|
|
|
1,601
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
13,098
|
|
|
8,827
|
|
|
4,271
|
|
|||
|
General and administrative expenses
|
|
1,487
|
|
|
1,474
|
|
|
13
|
|
|||
|
Depreciation and amortization expense
|
|
7,229
|
|
|
6,468
|
|
|
761
|
|
|||
|
Gain on disposal or impairment of assets, net
|
|
(3
|
)
|
|
(10
|
)
|
|
7
|
|
|||
|
Total expenses
|
|
21,811
|
|
|
16,759
|
|
|
5,052
|
|
|||
|
Segment operating income
|
|
$
|
8,484
|
|
|
$
|
2,623
|
|
|
$
|
5,861
|
|
|
|
|
|
|
|
|
|
||||||
|
Liquids storage capacity - owned and leased (gallons) (2)
|
|
397,343
|
|
|
438,968
|
|
|
(41,625
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Propane sold (gallons)
|
|
245,267
|
|
|
233,786
|
|
|
11,481
|
|
|||
|
Propane sold ($/gallon)
|
|
$
|
0.571
|
|
|
$
|
0.806
|
|
|
$
|
(0.235
|
)
|
|
Cost per propane sold ($/gallon)
|
|
$
|
0.563
|
|
|
$
|
0.774
|
|
|
$
|
(0.211
|
)
|
|
Propane product margin ($/gallon)
|
|
$
|
0.008
|
|
|
$
|
0.032
|
|
|
$
|
(0.024
|
)
|
|
Propane inventory (gallons) (2)
|
|
76,012
|
|
|
62,816
|
|
|
13,196
|
|
|||
|
Propane storage capacity leased to third parties (gallons) (2)
|
|
45,436
|
|
|
29,662
|
|
|
15,774
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Butane sold (gallons)
|
|
142,479
|
|
|
113,025
|
|
|
29,454
|
|
|||
|
Butane sold ($/gallon)
|
|
$
|
0.578
|
|
|
$
|
1.011
|
|
|
$
|
(0.433
|
)
|
|
Cost per butane sold ($/gallon)
|
|
$
|
0.487
|
|
|
$
|
1.009
|
|
|
$
|
(0.522
|
)
|
|
Butane product margin ($/gallon)
|
|
$
|
0.091
|
|
|
$
|
0.002
|
|
|
$
|
0.089
|
|
|
Butane inventory (gallons) (2)
|
|
53,219
|
|
|
54,577
|
|
|
(1,358
|
)
|
|||
|
Butane storage capacity leased to third parties (gallons) (2)
|
|
33,894
|
|
|
51,660
|
|
|
(17,766
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Other products sold (gallons)
|
|
119,258
|
|
|
116,985
|
|
|
2,273
|
|
|||
|
Other products sold ($/gallon)
|
|
$
|
0.971
|
|
|
$
|
1.311
|
|
|
$
|
(0.340
|
)
|
|
Cost per other products sold ($/gallon)
|
|
$
|
0.898
|
|
|
$
|
1.253
|
|
|
$
|
(0.355
|
)
|
|
Other products product margin ($/gallon)
|
|
$
|
0.073
|
|
|
$
|
0.058
|
|
|
$
|
0.015
|
|
|
Other products inventory (gallons) (2)
|
|
8,363
|
|
|
6,357
|
|
|
2,006
|
|
|||
|
|
|
(1)
|
Revenues include $1.2 million and $1.7 million of intersegment sales during the three months ended June 30, 2019 and 2018, respectively, that are eliminated in our unaudited condensed consolidated statements of operations.
|
|
(2)
|
Information is presented as of June 30, 2019 and June 30, 2018, respectively.
|
|
|
|
Three Months Ended June 30,
|
|
|
||||||||
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
|
(in thousands, except per barrel amounts)
|
||||||||||
|
Refined products sales:
|
|
|
|
|
|
|
||||||
|
Revenues-excluding impact of derivatives
|
|
$
|
5,390,643
|
|
|
$
|
4,453,924
|
|
|
$
|
936,719
|
|
|
Cost of sales-excluding impact of derivatives
|
|
5,402,547
|
|
|
4,401,681
|
|
|
1,000,866
|
|
|||
|
Derivative (gain) loss
|
|
(21,369
|
)
|
|
25,109
|
|
|
(46,478
|
)
|
|||
|
Product margin
|
|
9,465
|
|
|
27,134
|
|
|
(17,669
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Renewables sales:
|
|
|
|
|
|
|
||||||
|
Revenues-excluding impact of derivatives
|
|
80,140
|
|
|
65,084
|
|
|
15,056
|
|
|||
|
Cost of sales-excluding impact of derivatives
|
|
75,313
|
|
|
65,278
|
|
|
10,035
|
|
|||
|
Derivative loss
|
|
4,333
|
|
|
790
|
|
|
3,543
|
|
|||
|
Product margin (loss)
|
|
494
|
|
|
(984
|
)
|
|
1,478
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
Service fees and other revenues
|
|
2,870
|
|
|
5,399
|
|
|
(2,529
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
4,030
|
|
|
2,937
|
|
|
1,093
|
|
|||
|
General and administrative expenses
|
|
2,299
|
|
|
2,295
|
|
|
4
|
|
|||
|
Depreciation and amortization expense
|
|
580
|
|
|
321
|
|
|
259
|
|
|||
|
Gain on disposal or impairment of assets, net
|
|
—
|
|
|
(3,026
|
)
|
|
3,026
|
|
|||
|
Total expenses
|
|
6,909
|
|
|
2,527
|
|
|
4,382
|
|
|||
|
Segment operating income
|
|
$
|
5,920
|
|
|
$
|
29,022
|
|
|
$
|
(23,102
|
)
|
|
|
|
|
|
|
|
|
||||||
|
Gasoline sold (barrels)
|
|
54,400
|
|
|
40,738
|
|
|
13,662
|
|
|||
|
Diesel sold (barrels)
|
|
13,837
|
|
|
11,777
|
|
|
2,060
|
|
|||
|
Ethanol sold (barrels)
|
|
679
|
|
|
544
|
|
|
135
|
|
|||
|
Biodiesel sold (barrels)
|
|
163
|
|
|
328
|
|
|
(165
|
)
|
|||
|
Refined products and renewables storage capacity - leased (barrels) (1)
|
|
9,845
|
|
|
9,523
|
|
|
322
|
|
|||
|
Refined products and renewables storage capacity sub-leased to third parties (barrels) (1)
|
|
270
|
|
|
293
|
|
|
(23
|
)
|
|||
|
Gasoline inventory (barrels) (1)
|
|
2,383
|
|
|
3,323
|
|
|
(940
|
)
|
|||
|
Diesel inventory (barrels) (1)
|
|
1,857
|
|
|
965
|
|
|
892
|
|
|||
|
Ethanol inventory (barrels) (1)
|
|
1,796
|
|
|
714
|
|
|
1,082
|
|
|||
|
Biodiesel inventory (barrels) (1)
|
|
224
|
|
|
165
|
|
|
59
|
|
|||
|
Refined products sold ($/barrel)
|
|
$
|
78.999
|
|
|
$
|
84.812
|
|
|
$
|
(5.813
|
)
|
|
Cost per refined products sold ($/barrel)
|
|
$
|
78.860
|
|
|
$
|
84.296
|
|
|
$
|
(5.436
|
)
|
|
Refined products product margin ($/barrel)
|
|
$
|
0.139
|
|
|
$
|
0.516
|
|
|
$
|
(0.377
|
)
|
|
Renewable products sold ($/barrel)
|
|
$
|
95.178
|
|
|
$
|
74.638
|
|
|
$
|
20.540
|
|
|
Cost per renewable products sold ($/barrel)
|
|
$
|
94.591
|
|
|
$
|
75.766
|
|
|
$
|
18.825
|
|
|
Renewable products product margin (loss) ($/barrel)
|
|
$
|
0.587
|
|
|
$
|
(1.128
|
)
|
|
$
|
1.715
|
|
|
|
|
(1)
|
Information is presented as of June 30, 2019 and June 30, 2018, respectively.
|
|
|
|
Three Months Ended June 30,
|
|
|
||||||||
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
|
(in thousands)
|
||||||||||
|
Other revenues
|
|
|
|
|
|
|
||||||
|
Revenues
|
|
$
|
255
|
|
|
$
|
376
|
|
|
$
|
(121
|
)
|
|
Cost of sales (1)
|
|
465
|
|
|
490
|
|
|
(25
|
)
|
|||
|
Loss
|
|
(210
|
)
|
|
(114
|
)
|
|
(96
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
|
Expenses:
|
|
|
|
|
|
|
||||||
|
Operating expenses
|
|
305
|
|
|
381
|
|
|
(76
|
)
|
|||
|
General and administrative expenses
|
|
13,843
|
|
|
16,215
|
|
|
(2,372
|
)
|
|||
|
Depreciation and amortization expense
|
|
743
|
|
|
718
|
|
|
25
|
|
|||
|
Loss on disposal or impairment of assets, net
|
|
241
|
|
|
2
|
|
|
239
|
|
|||
|
Total expenses
|
|
15,132
|
|
|
17,316
|
|
|
(2,184
|
)
|
|||
|
Operating loss
|
|
$
|
(15,342
|
)
|
|
$
|
(17,430
|
)
|
|
$
|
2,088
|
|
|
|
|
(1)
|
Cost of sales include $0.2 million of intersegment cost of sales during the three months ended June 30, 2018 that are eliminated in our unaudited condensed consolidated statements of operations.
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Interest income (1)
|
$
|
1,078
|
|
|
$
|
1,416
|
|
|
Gavilon legal matter settlement (2)
|
—
|
|
|
(35,000
|
)
|
||
|
Other
|
(3
|
)
|
|
(158
|
)
|
||
|
Other income (expense), net
|
$
|
1,075
|
|
|
$
|
(33,742
|
)
|
|
|
|
(1)
|
Relates primarily to a loan receivable associated with our financing of the construction of a natural gas liquids facility that is utilized by a third party and a loan receivable with Victory Propane (see Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
|
|
(2)
|
Represents the accrual for the estimated cost of the settlement of the Gavilon legal matter (see Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Net income (loss)
|
$
|
8,039
|
|
|
$
|
(169,289
|
)
|
|
Less: Net loss attributable to noncontrolling interests
|
268
|
|
|
345
|
|
||
|
Less: Net loss attributable to redeemable noncontrolling interests
|
—
|
|
|
398
|
|
||
|
Net income (loss) attributable to NGL Energy Partners LP
|
8,307
|
|
|
(168,546
|
)
|
||
|
Interest expense
|
39,910
|
|
|
46,412
|
|
||
|
Income tax (benefit) expense
|
(311
|
)
|
|
651
|
|
||
|
Depreciation and amortization
|
54,844
|
|
|
61,575
|
|
||
|
EBITDA
|
102,750
|
|
|
(59,908
|
)
|
||
|
Net unrealized (gains) losses on derivatives
|
(3,474
|
)
|
|
18,953
|
|
||
|
Inventory valuation adjustment (1)
|
(19,746
|
)
|
|
(24,602
|
)
|
||
|
Lower of cost or market adjustments
|
(918
|
)
|
|
(413
|
)
|
||
|
(Gain) loss on disposal or impairment of assets, net
|
(967
|
)
|
|
101,343
|
|
||
|
Loss on early extinguishment of liabilities, net
|
—
|
|
|
137
|
|
||
|
Equity-based compensation expense (2)
|
3,701
|
|
|
5,511
|
|
||
|
Acquisition expense (3)
|
2,091
|
|
|
1,252
|
|
||
|
Revaluation of liabilities (4)
|
—
|
|
|
800
|
|
||
|
Gavilon legal matter settlement (5)
|
—
|
|
|
35,000
|
|
||
|
Other (6)
|
3,323
|
|
|
2,241
|
|
||
|
Adjusted EBITDA
|
$
|
86,760
|
|
|
$
|
80,314
|
|
|
|
|
(1)
|
Amount reflects the difference between the market value of the inventory of our 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” section above for a further discussion.
|
|
(2)
|
Equity-based compensation expense in the table above may differ from equity-based compensation expense reported in Note 10 to our unaudited condensed consolidated financial statements included in this Quarterly Report. Amounts reported in the table above include expense accruals for bonuses expected to be paid in common units, whereas the amounts reported in Note 10 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 (see Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion), 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 Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion). 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)
|
Amount for the three months ended June 30, 2019 represents non-cash operating expenses related to our Grand Mesa Pipeline, unrealized losses on marketable securities and accretion expense for asset retirement obligations. Amount for the three months ended June 30, 2018 represents non-cash operating expenses related to our Grand Mesa Pipeline, certain expenses related to discontinued operations, unrealized loss on marketable securities and accretion expense for asset retirement obligations.
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Reconciliation to unaudited condensed consolidated statements of operations:
|
|
|
|
|
||||
|
Depreciation and amortization per EBITDA table
|
|
$
|
54,844
|
|
|
$
|
61,575
|
|
|
Intangible asset amortization recorded to cost of sales
|
|
(1,371
|
)
|
|
(1,465
|
)
|
||
|
Depreciation and amortization of unconsolidated entities
|
|
(6
|
)
|
|
(189
|
)
|
||
|
Depreciation and amortization attributable to noncontrolling interests
|
|
741
|
|
|
734
|
|
||
|
Depreciation and amortization attributable to discontinued operations
|
|
—
|
|
|
(8,610
|
)
|
||
|
Depreciation and amortization per unaudited condensed consolidated statements of operations
|
|
$
|
54,208
|
|
|
$
|
52,045
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Reconciliation to unaudited condensed consolidated statements of cash flows:
|
|
|
|
|
||||
|
Depreciation and amortization per EBITDA table
|
|
$
|
54,844
|
|
|
$
|
61,575
|
|
|
Amortization of debt issuance costs recorded to interest expense
|
|
2,125
|
|
|
2,429
|
|
||
|
Amortization of royalty expense recorded to operating expense
|
|
151
|
|
|
—
|
|
||
|
Depreciation and amortization of unconsolidated entities
|
|
(6
|
)
|
|
(189
|
)
|
||
|
Depreciation and amortization attributable to noncontrolling interests
|
|
741
|
|
|
734
|
|
||
|
Depreciation and amortization attributable to discontinued operations
|
|
—
|
|
|
(8,610
|
)
|
||
|
Depreciation and amortization per unaudited condensed consolidated statements of cash flows
|
|
$
|
57,855
|
|
|
$
|
55,939
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Interest expense per EBITDA table
|
|
$
|
39,910
|
|
|
$
|
46,412
|
|
|
Interest expense attributable to unconsolidated entities
|
|
(2
|
)
|
|
(14
|
)
|
||
|
Interest expense attributable to discontinued operations
|
|
—
|
|
|
(130
|
)
|
||
|
Interest expense per unaudited condensed consolidated statements of operations
|
|
$
|
39,908
|
|
|
$
|
46,268
|
|
|
|
|
Three Months Ended June 30,
|
||
|
|
|
2018
|
||
|
|
|
(in thousands)
|
||
|
Net unrealized losses on derivatives
|
|
$
|
94
|
|
|
Loss on disposal or impairment of assets, net
|
|
$
|
9
|
|
|
Other expense
|
|
$
|
424
|
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Consolidated
|
||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||
|
Operating income (loss)
|
|
$
|
33,802
|
|
|
$
|
13,689
|
|
|
$
|
8,484
|
|
|
$
|
5,920
|
|
|
$
|
(15,342
|
)
|
|
$
|
46,553
|
|
|
Depreciation and amortization
|
|
17,585
|
|
|
28,071
|
|
|
7,229
|
|
|
580
|
|
|
743
|
|
|
54,208
|
|
||||||
|
Amortization recorded to cost of sales
|
|
—
|
|
|
—
|
|
|
23
|
|
|
1,348
|
|
|
—
|
|
|
1,371
|
|
||||||
|
Net unrealized gains on derivatives
|
|
(1,858
|
)
|
|
(167
|
)
|
|
(1,449
|
)
|
|
—
|
|
|
—
|
|
|
(3,474
|
)
|
||||||
|
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,746
|
)
|
|
—
|
|
|
(19,746
|
)
|
||||||
|
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
(1,508
|
)
|
|
590
|
|
|
—
|
|
|
(918
|
)
|
||||||
|
(Gain) loss on disposal or impairment of assets, net
|
|
(616
|
)
|
|
(589
|
)
|
|
(3
|
)
|
|
—
|
|
|
241
|
|
|
(967
|
)
|
||||||
|
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,701
|
|
|
3,701
|
|
||||||
|
Acquisition expense
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
2,071
|
|
|
2,091
|
|
||||||
|
Other (expense) income, net
|
|
(4
|
)
|
|
—
|
|
|
12
|
|
|
73
|
|
|
994
|
|
|
1,075
|
|
||||||
|
Adjusted EBITDA attributable to unconsolidated entities
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
11
|
|
|
15
|
|
||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(75
|
)
|
|
(397
|
)
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
||||||
|
Other
|
|
3,165
|
|
|
140
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
3,323
|
|
||||||
|
Adjusted EBITDA
|
|
$
|
52,074
|
|
|
$
|
41,089
|
|
|
$
|
12,413
|
|
|
$
|
(11,235
|
)
|
|
$
|
(7,581
|
)
|
|
$
|
86,760
|
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||||||
|
|
|
Crude Oil
Logistics |
|
Water
Solutions |
|
Liquids
|
|
Refined
Products and Renewables |
|
Corporate
and Other |
|
Discontinued Operations
|
|
Consolidated
|
||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||
|
Operating (loss) income
|
|
$
|
(99,738
|
)
|
|
$
|
969
|
|
|
$
|
2,623
|
|
|
$
|
29,022
|
|
|
$
|
(17,430
|
)
|
|
$
|
—
|
|
|
$
|
(84,554
|
)
|
|
Depreciation and amortization
|
|
19,229
|
|
|
25,309
|
|
|
6,468
|
|
|
321
|
|
|
718
|
|
|
—
|
|
|
52,045
|
|
|||||||
|
Amortization recorded to cost of sales
|
|
80
|
|
|
—
|
|
|
37
|
|
|
1,348
|
|
|
—
|
|
|
—
|
|
|
1,465
|
|
|||||||
|
Net unrealized losses on derivatives
|
|
7,412
|
|
|
9,110
|
|
|
2,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,859
|
|
|||||||
|
Inventory valuation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,602
|
)
|
|
—
|
|
|
—
|
|
|
(24,602
|
)
|
|||||||
|
Lower of cost or market adjustments
|
|
—
|
|
|
—
|
|
|
(504
|
)
|
|
91
|
|
|
—
|
|
|
—
|
|
|
(413
|
)
|
|||||||
|
Loss (gain) on disposal or impairment of assets, net
|
|
101,894
|
|
|
2,475
|
|
|
(10
|
)
|
|
(3,026
|
)
|
|
2
|
|
|
—
|
|
|
101,335
|
|
|||||||
|
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,511
|
|
|
—
|
|
|
5,511
|
|
|||||||
|
Acquisition expense
|
|
—
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
|
1,296
|
|
|||||||
|
Other income (expense), net
|
|
14
|
|
|
—
|
|
|
35
|
|
|
(17
|
)
|
|
(33,774
|
)
|
|
—
|
|
|
(33,742
|
)
|
|||||||
|
Adjusted EBITDA attributable to unconsolidated entities
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
476
|
|
|
(43
|
)
|
|
—
|
|
|
379
|
|
|||||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
|
—
|
|
|
(112
|
)
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(434
|
)
|
|||||||
|
Revaluation of liabilities
|
|
—
|
|
|
800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
800
|
|
|||||||
|
Gavilon legal matter settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
35,000
|
|
|||||||
|
Other
|
|
1,550
|
|
|
100
|
|
|
17
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
1,817
|
|
|||||||
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,552
|
|
|
5,552
|
|
|||||||
|
Adjusted EBITDA
|
|
$
|
30,441
|
|
|
$
|
38,597
|
|
|
$
|
10,841
|
|
|
$
|
3,763
|
|
|
$
|
(8,880
|
)
|
|
$
|
5,552
|
|
|
$
|
80,314
|
|
|
|
|
Average Balance
Outstanding |
|
Lowest
Balance |
|
Highest
Balance |
||||||
|
|
|
(in thousands)
|
||||||||||
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
||||||
|
Expansion capital borrowings
|
|
$
|
154,604
|
|
|
$
|
—
|
|
|
$
|
335,000
|
|
|
Working capital borrowings
|
|
$
|
836,154
|
|
|
$
|
744,000
|
|
|
$
|
934,000
|
|
|
|
|
|
|
|
|
|
||||||
|
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
||||||
|
Expansion capital borrowings
|
|
$
|
88,121
|
|
|
$
|
—
|
|
|
$
|
265,500
|
|
|
Working capital borrowings
|
|
$
|
974,808
|
|
|
$
|
894,500
|
|
|
$
|
1,075,500
|
|
|
|
|
Capital Expenditures
|
|
|
|
Other
|
||||||||||
|
|
|
Expansion (1)
|
|
Maintenance (2)
|
|
Acquisitions (3)
|
|
Investments (4)
|
||||||||
|
|
|
(in thousands)
|
||||||||||||||
|
Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
||||||||
|
2019
|
|
$
|
159,265
|
|
|
$
|
16,929
|
|
|
$
|
54,548
|
|
|
$
|
889
|
|
|
2018
|
|
$
|
76,998
|
|
|
$
|
12,390
|
|
|
$
|
135,662
|
|
|
$
|
6
|
|
|
|
|
(1)
|
The amount for the three months ended June 30, 2018 includes $0.4 million related to our former Retail Propane segment.
|
|
(2)
|
The amount for the three months ended June 30, 2018 includes $3.3 million related to our former Retail Propane segment.
|
|
(3)
|
The amount for the three months ended June 30, 2018 includes $19.1 million related to our former Retail Propane segment.
|
|
(4)
|
Amounts for the three months ended June 30, 2019 and 2018 primarily related to contributions made to unconsolidated entities. There was no amount for the three months ended June 30, 2018 related to our former Retail Propane segment.
|
|
|
|
Three Months Ended June 30,
|
||||||
|
Cash Flows Provided by (Used in):
|
|
2019
|
|
2018
|
||||
|
|
|
(in thousands)
|
||||||
|
Operating activities, before changes in operating assets and liabilities
|
|
$
|
43,623
|
|
|
$
|
51,139
|
|
|
Changes in operating assets and liabilities
|
|
26,271
|
|
|
(124,325
|
)
|
||
|
Operating activities-continuing operations
|
|
$
|
69,894
|
|
|
$
|
(73,186
|
)
|
|
Investing activities-continuing operations
|
|
$
|
(199,247
|
)
|
|
$
|
(224,512
|
)
|
|
Financing activities-continuing operations
|
|
$
|
138,282
|
|
|
$
|
280,578
|
|
|
•
|
a $67.3 million decrease in payments to settle derivatives; and
|
|
•
|
a $61.2 million decrease in cash paid for acquisitions and investments in unconsolidated entities during the three months ended June 30, 2019.
|
|
•
|
an increase in capital expenditures from $72.7 million during the three months ended June 30, 2018 to $155.4 million during the three months ended June 30, 2019 due primarily to expansion projects in our Water Solutions segment; and
|
|
•
|
a $22.3 million decrease in proceeds primarily related to the sale of our previously held 20% interest in E Energy Adams, LLC during the three months ended June 30, 2018.
|
|
•
|
a decrease of $372.5 million in borrowings on the Revolving Credit Facility (net of repayments) during the three months ended June 30, 2019; and
|
|
•
|
$265.1 million in payments for the redemption of the Class A Preferred Units during the three months ended June 30, 2019.
|
|
•
|
$450.0 million in proceeds from the issuance of the 2026 Notes during the three months ended June 30, 2019; and
|
|
•
|
$42.6 million in net proceeds from the issuance of the Class C Preferred Units during the three months ended June 30, 2019.
|
|
|
|
|
|
Nine Months Ending March 31,
|
|
Fiscal Year Ending March 31,
|
|
|
||||||||||||||||||||
|
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||
|
Principal payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Expansion capital borrowings
|
|
$
|
260,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
260,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Working capital borrowings
|
|
895,000
|
|
|
—
|
|
|
—
|
|
|
895,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Senior unsecured notes
|
|
1,446,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
607,323
|
|
|
839,135
|
|
|||||||
|
Other long-term debt
|
|
5,170
|
|
|
486
|
|
|
4,684
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Interest payments on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Revolving Credit Facility (1)
|
|
127,538
|
|
|
40,754
|
|
|
54,240
|
|
|
32,544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Senior unsecured notes
|
|
584,791
|
|
|
64,047
|
|
|
103,134
|
|
|
103,134
|
|
|
103,134
|
|
|
103,134
|
|
|
108,208
|
|
|||||||
|
Other long-term debt
|
|
263
|
|
|
154
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Letters of credit
|
|
141,763
|
|
|
—
|
|
|
—
|
|
|
141,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Future minimum commitment payments under noncancelable agreements (2)
|
|
69,674
|
|
|
40,167
|
|
|
10,757
|
|
|
7,992
|
|
|
5,603
|
|
|
4,476
|
|
|
679
|
|
|||||||
|
Future minimum lease payments under noncancelable operating leases
|
|
833,978
|
|
|
82,061
|
|
|
91,400
|
|
|
70,650
|
|
|
50,556
|
|
|
39,252
|
|
|
500,059
|
|
|||||||
|
Construction commitments (3)
|
|
11,408
|
|
|
11,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Fixed-price commodity purchase commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Crude oil
|
|
77,233
|
|
|
77,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Natural gas liquids
|
|
15,152
|
|
|
13,811
|
|
|
1,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Index-price commodity purchase commitments (4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Crude oil (5)
|
|
2,683,601
|
|
|
1,315,538
|
|
|
503,942
|
|
|
397,731
|
|
|
266,157
|
|
|
200,233
|
|
|
—
|
|
|||||||
|
Natural gas liquids
|
|
504,676
|
|
|
502,600
|
|
|
2,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Total contractual obligations
|
|
$
|
7,656,705
|
|
|
$
|
2,148,259
|
|
|
$
|
771,683
|
|
|
$
|
1,908,814
|
|
|
$
|
425,450
|
|
|
$
|
954,418
|
|
|
$
|
1,448,081
|
|
|
|
|
(1)
|
The estimated interest payments on the Revolving Credit Facility are based on principal and letters of credit outstanding at June 30, 2019. See Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for additional information on the Credit Agreement.
|
|
(2)
|
We have executed noncancelable agreements with crude oil pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity. Under certain agreements we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement, with some contracts containing provisions that allow us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees. A third party has contractually agreed to assume all rights and privileges and to be fully responsible for any minimum shipping fees due for actual shipments that are less than our allocated capacity related to $22.6 million of the fiscal year 2020 amount under a definitive agreement we signed during the three months ended June 30, 2018. We also have executed noncancelable agreements for product storage, railcar spurs and real estate. See Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report for additional information.
|
|
(3)
|
At June 30, 2019, the construction commitments relate to three new barges currently being built.
|
|
(4)
|
Index prices are based on a forward price curve at June 30, 2019. A theoretical change of $0.10 per gallon of natural gas liquids in the underlying commodity price at June 30, 2019 would result in a change of $107.4 million in the value of our index-price natural gas liquids purchase commitments. A theoretical change of $1.00 per barrel of crude oil in the underlying commodity price at June 30, 2019 would result in a change of $52.2 million in the value of our index-price crude oil purchase commitments. See Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report for further detail of the commitments.
|
|
(5)
|
Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (see Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive.
|
|
|
Increase
(Decrease)
To Fair Value
|
||
|
Crude oil (Crude Oil Logistics segment)
|
$
|
(11,773
|
)
|
|
Propane (Liquids segment)
|
$
|
2,433
|
|
|
Other products (Liquids segment)
|
$
|
(664
|
)
|
|
Gasoline (Refined Products and Renewables segment)
|
$
|
(22,405
|
)
|
|
Diesel (Refined Products and Renewables segment)
|
$
|
(19,107
|
)
|
|
Ethanol (Refined Products and Renewables segment)
|
$
|
(4,908
|
)
|
|
Biodiesel (Refined Products and Renewables segment)
|
$
|
1,036
|
|
|
Canadian dollars (Liquids segment)
|
$
|
429
|
|
|
Item 4.
|
Controls and Procedures
|
|
Exhibit Number
|
|
Exhibit
|
|
2.1
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32.1*
|
|
|
|
32.2*
|
|
|
|
101.INS**
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
101.SCH**
|
|
XBRL Schema Document
|
|
101.CAL**
|
|
XBRL Calculation Linkbase Document
|
|
101.DEF**
|
|
XBRL Definition Linkbase Document
|
|
101.LAB**
|
|
XBRL Label Linkbase Document
|
|
101.PRE**
|
|
XBRL Presentation Linkbase Document
|
|
|
|
*
|
Exhibits filed with this report.
|
|
**
|
The following documents are formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets at June 30, 2019 and March 31, 2019, (ii) Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2019 and 2018, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2019 and 2018, (iv) Unaudited Condensed Consolidated Statements of Changes in Equity for the three months ended June 30, 2019 and 2018, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2019 and 2018, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.
|
|
|
NGL ENERGY PARTNERS LP
|
||
|
|
|
|
|
|
|
By:
|
NGL Energy Holdings LLC, its general partner
|
|
|
|
|
|
|
|
Date: August 8, 2019
|
|
By:
|
/s/ H. Michael Krimbill
|
|
|
|
|
H. Michael Krimbill
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date: August 8, 2019
|
|
By:
|
/s/ Robert W. Karlovich III
|
|
|
|
|
Robert W. Karlovich III
|
|
|
|
|
Chief Financial Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of NGL Energy Partners LP;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: August 8, 2019
|
/s/ H. Michael Krimbill
|
|
|
H. Michael Krimbill
|
|
|
Chief Executive Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of NGL Energy Partners LP;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: August 8, 2019
|
/s/ Robert W. Karlovich III
|
|
|
Robert W. Karlovich III
|
|
|
Chief Financial Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
|
Date: August 8, 2019
|
/s/ H. Michael Krimbill
|
|
|
H. Michael Krimbill
|
|
|
Chief Executive Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
|
Date: August 8, 2019
|
/s/ Robert W. Karlovich III
|
|
|
Robert W. Karlovich III
|
|
|
Chief Financial Officer of NGL Energy Holdings LLC, the general partner of NGL Energy Partners LP
|