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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-35172

NGL Energy Partners LP
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
27-3427920
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
6120 South Yale Avenue, Suite 805
 
 
Tulsa,
Oklahoma
 
74136
(Address of Principal Executive Offices)
 
(Zip Code)
(918) 481-1119
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes    No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
Emerging growth company
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes    No

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbols
 
Name of Each Exchange on Which Registered
Common units representing Limited Partner Interests
 
NGL
 
New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units
 
NGL-PB
 
New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units
 
NGL-PC
 
New York Stock Exchange

At August 5, 2019, there were 126,198,168 common units issued and outstanding.



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TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 


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Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Certain words in this Quarterly Report such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions and statements regarding our plans and objectives for future operations, identify forward-looking statements. Although we and our general partner believe such forward-looking statements are reasonable, neither we nor our general partner can assure they will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected. Among the key risk factors that may affect our consolidated financial position and results of operations are:

the prices of crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;
energy prices generally;
the general level of crude oil, natural gas, and natural gas liquids production;
the general level of demand, and the availability of supply, for crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;
the level of crude oil and natural gas drilling and production in areas where we have water treatment and disposal facilities;
the price of gasoline relative to the price of corn, which affects the price of ethanol;
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;
actions taken by foreign oil and gas producing nations;
the political and economic stability of foreign oil and gas producing nations;
the effect of weather conditions on supply and demand for crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;
the effect of natural disasters, lightning strikes, or other significant weather events;
the availability of local, intrastate, and interstate transportation infrastructure with respect to our truck, railcar, and barge transportation services;
the availability, price, and marketing of competing fuels;
the effect of energy conservation efforts on product demand;
energy efficiencies and technological trends;
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;
the effect of legislative and regulatory actions on hydraulic fracturing, wastewater disposal, and the treatment of flowback and produced water;
hazards or operating risks related to transporting and distributing petroleum products that may not be fully covered by insurance;
the maturity of the crude oil, natural gas liquids, and refined products industries and competition from other marketers;
loss of key personnel;
the ability to renew contracts with key customers;
the ability to maintain or increase the margins we realize for our terminal, barging, trucking, wastewater disposal, recycling, and discharge services;
the ability to renew leases for our leased equipment and storage facilities;

1

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the nonpayment or nonperformance by our counterparties;
the availability and cost of capital and our ability to access certain capital sources;
a deterioration of the credit and capital markets;
the ability to successfully identify and complete accretive acquisitions, and integrate acquired assets and businesses;
changes in the volume of hydrocarbons recovered during the wastewater treatment process;
changes in the financial condition and results of operations of entities in which we own noncontrolling equity interests;
the costs and effects of legal and administrative proceedings;
any reduction or the elimination of the federal Renewable Fuel Standard; and
changes in the jurisdictional characteristics of, or the applicable regulatory policies with respect to, our pipeline assets.

You should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this Quarterly Report. Except as may be required by state and federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise. When considering forward-looking statements, please review the risks discussed under Part I, Item 1A–“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019.

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PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements


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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in Thousands, except unit amounts)
 
June 30, 2019
 
March 31, 2019
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
27,501

 
$
18,572

Accounts receivable-trade, net of allowance for doubtful accounts of $4,653 and $4,366, respectively
911,982

 
1,162,919

Accounts receivable-affiliates
11,507

 
12,867

Inventories
519,603

 
463,143

Prepaid expenses and other current assets
178,695

 
155,172

Total current assets
1,649,288

 
1,812,673

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $442,868 and $420,362, respectively
2,015,518

 
1,844,493

GOODWILL
1,153,029

 
1,145,861

INTANGIBLE ASSETS, net of accumulated amortization of $555,307 and $524,257, respectively
931,709

 
938,335

INVESTMENTS IN UNCONSOLIDATED ENTITIES
1,585

 
1,127

OPERATING LEASE RIGHT-OF-USE ASSETS
518,035

 

OTHER NONCURRENT ASSETS
125,741

 
160,004

Total assets
$
6,394,905

 
$
5,902,493

LIABILITIES AND EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable-trade
$
814,141

 
$
964,665

Accounts payable-affiliates
23,071

 
28,469

Accrued expenses and other payables
214,243

 
248,450

Advance payments received from customers
28,313

 
8,921

Current maturities of long-term debt
649

 
648

Operating lease obligations
77,021

 

Total current liabilities
1,157,438

 
1,251,153

LONG-TERM DEBT, net of debt issuance costs of $19,025 and $12,008, respectively, and current maturities
2,586,954

 
2,160,133

OPERATING LEASE OBLIGATIONS
439,083

 

OTHER NONCURRENT LIABILITIES
61,165

 
63,575

COMMITMENTS AND CONTINGENCIES (NOTE 9)


 


 
 
 
 
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 0 and 19,942,169 preferred units issued and outstanding, respectively

 
149,814

 
 
 
 
EQUITY:
 
 
 
General partner, representing a 0.1% interest, 126,093 and 124,633 notional units, respectively
(50,773
)
 
(50,603
)
Limited partners, representing a 99.9% interest, 125,966,868 and 124,508,497 common units issued and outstanding, respectively
1,897,407

 
2,067,197

Class B preferred limited partners, 8,400,000 and 8,400,000 preferred units issued and outstanding, respectively
202,731

 
202,731

Class C preferred limited partners, 1,800,000 and 0 preferred units issued and outstanding, respectively
42,638

 

Accumulated other comprehensive loss
(218
)
 
(255
)
Noncontrolling interests
58,480

 
58,748

Total equity
2,150,265

 
2,277,818

Total liabilities and equity
$
6,394,905

 
$
5,902,493


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(in Thousands, except unit and per unit amounts)
 
 
Three Months Ended June 30,
 
 
2019
 
2018
REVENUES:
 
 
 
 
Crude Oil Logistics
 
$
716,160

 
$
783,830

Water Solutions
 
71,783

 
76,145

Liquids
 
347,647

 
459,897

Refined Products and Renewables
 
5,502,046

 
4,524,407

Other
 
255

 
155

Total Revenues
 
6,637,891

 
5,844,434

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


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in Thousands)
 
 
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
)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statement of Changes in Equity
Three Months Ended June 30, 2019
(in Thousands, except unit amounts)
 
 
 
 
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


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statement of Changes in Equity
Three Months Ended June 30, 2018
(in Thousands, except unit amounts)
 
 
 
 
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


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.







8

Table of Contents


NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(in Thousands)
 
 
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


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

9

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


Note 1—Organization and Operations

NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership. NGL Energy Holdings LLC serves as our general partner. At June 30, 2019, our operations included:

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.

Recent Developments

As previously disclosed, on July 10, 2018, we completed the sale of virtually all of our remaining Retail Propane segment to Superior Plus Corp. (“Superior”) for total consideration of $889.8 million in cash. We retained our 50% ownership interest in Victory Propane, LLC (“Victory Propane”), which we subsequently sold on August 14, 2018. This transaction represented a strategic shift in our operations and will have a significant effect on our operations and financial results going forward. Accordingly, the results of operations and cash flows related to our former Retail Propane segment (including equity in earnings of Victory Propane) have been classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows.

Note 2—Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our unaudited condensed consolidated financial statements.

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited condensed consolidated financial statements exclude certain information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed in this Quarterly Report. The unaudited condensed

10

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


consolidated balance sheet at March 31, 2019 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2019 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 30, 2019.

These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report. Due to the seasonal nature of certain of our operations and other factors, the results of operations for interim periods are not necessarily indicative of the results of operations to be expected for future periods or for the full fiscal year ending March 31, 2020.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented.

Critical estimates we make in the preparation of our unaudited condensed consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in acquisitions, the fair value of derivative instruments, the collectibility of accounts receivable, the recoverability of inventories, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the impairment of long-lived assets and goodwill, the fair value of asset retirement obligations, the value of equity-based compensation, accruals for environmental matters and estimating certain revenues. Although we believe these estimates are reasonable, actual results could differ from those estimates.

Significant Accounting Policies

Our significant accounting policies are consistent with those disclosed in Note 2 of our audited consolidated financial statements included in our Annual Report.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

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.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.


11

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Derivative Financial Instruments

We record all derivative financial instrument contracts at fair value in our unaudited condensed consolidated balance sheets except for certain physical contracts that qualify for the normal purchase and normal sale election. Under this accounting policy election, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs.

We have not designated any financial instruments as hedges for accounting purposes. All changes in the fair value of our physical contracts that do not qualify as normal purchases and normal sales and settlements (whether cash transactions or non-cash mark-to-market adjustments) are reported either within revenue (for sales contracts) or cost of sales (for purchase contracts) in our unaudited condensed consolidated statements of operations, regardless of whether the contract is physically or financially settled.

We utilize various commodity derivative financial instrument contracts to attempt to reduce our exposure to price fluctuations. We do not enter into such contracts for trading purposes. Changes in assets and liabilities from commodity derivative financial instruments result primarily from changes in market prices, newly originated transactions, and the timing of settlements and are reported within cost of sales on the unaudited condensed consolidated statements of operations, along with related settlements. We attempt to balance our contractual portfolio in terms of notional amounts and timing of performance and delivery obligations. However, net unbalanced positions can exist or are established based on our assessment of anticipated market movements. Inherent in the resulting contractual portfolio are certain business risks, including commodity price risk and credit risk. Commodity price risk is the risk that the market value of crude oil, natural gas liquids, or refined and renewables products will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. Procedures and limits for managing commodity price risks and credit risks are specified in our market risk policy and credit policy, respectively. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel. Credit risk is monitored daily and exposure is minimized through customer deposits, restrictions on product liftings, letters of credit, and entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions.

Income Taxes

We qualify as a partnership for income tax purposes. As such, we generally do not pay United States federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership.

We have certain taxable corporate subsidiaries in the United States and Canada, and our operations in Texas are subject to a state franchise tax that is calculated based on revenues net of cost of sales.

We have a deferred tax liability of $13.4 million at June 30, 2019 as a result of acquiring a corporation in connection with one of our acquisitions, which is included within other noncurrent liabilities in our unaudited condensed consolidated balance sheet. The deferred tax liability is the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation. For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis. The deferred tax benefit recorded for the three months ended June 30, 2019 was $1.0 million with an effective tax rate of 24.6%.

We evaluate uncertain tax positions for recognition and measurement in the unaudited condensed consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the unaudited condensed consolidated financial statements. We had no material uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at June 30, 2019 or March 31, 2019.


12

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Inventories

Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments.

Inventories consist of the following at the dates indicated:
 
 
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



Investments in Unconsolidated Entities

Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. Under the equity method, we do not report the individual assets and liabilities of these entities on our unaudited condensed consolidated balance sheets; instead, our ownership interests are reported within investments in unconsolidated entities on our unaudited condensed consolidated balance sheets. Under the equity method, the investment is recorded at acquisition cost, increased by our proportionate share of any earnings and additional capital contributions and decreased by our proportionate share of any losses, distributions paid, and amortization of any excess investment. Excess investment is the amount by which our total investment exceeds our proportionate share of the net assets of the investee.

Our investments in unconsolidated entities consist of the following at the dates indicated:
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.


13

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Other Noncurrent Assets

Other noncurrent assets consist of the following at the dates indicated:
 
 
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.

Accrued Expenses and Other Payables

Accrued expenses and other payables consist of the following at the dates indicated:
 
 
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




14

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Noncontrolling Interests

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity.

Acquisitions

To determine if a transaction should be accounted for as a business combination or an acquisition of assets, we first calculate the relative fair values of the assets acquired. If substantially all of the relative fair value is concentrated in a single asset or group of similar assets, or if not but the transaction does not include a significant process (does not meet the definition of a business), we record the transaction as an acquisition of assets. For acquisitions of assets, the purchase price is allocated based on the relative fair values. For an acquisition of assets, goodwill is not recorded. All other transactions are recorded as business combinations. We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values. For a business combination, the excess of the purchase price over the net fair value of acquired assets and assumed liabilities is recorded as goodwill, which is not amortized but instead is evaluated for impairment at least annually.

Pursuant to GAAP, an entity is allowed a reasonable period of time (not to exceed one year) to obtain the information necessary to identify and measure the fair value of the assets acquired and liabilities assumed in a business combination. As discussed in Note 4, certain of our acquisitions are still within this measurement period, and as a result, the acquisition date fair values we have recorded for the assets acquired and liabilities assumed are subject to change.

Also, as discussed in Note 4, we made certain adjustments during the three months ended June 30, 2019 to our estimates of the acquisition date fair values of the assets acquired and liabilities assumed in business combinations that occurred during the fiscal year ended March 31, 2019.

Reclassifications

We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income, or cash flows.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments-Credit Losses.” The ASU requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected, which would include accounts receivable. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The ASU is effective for the Partnership beginning April 1, 2020, and requires a modified retrospective method of adoption, although early adoption is permitted. We are currently in the process of assessing the impact of this ASU on our consolidated financial statements.

In February 2016, the FASB issued ASC 842, “Leases.” This ASU replaced previous lease accounting guidance in GAAP. The new guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. It also retains a distinction between finance leases and operating leases. For lessors, the new accounting model remains largely the same, although some changes have been made to align it with the new lessee model and the ASC 606 revenue recognition guidance. We adopted ASC 842 effective April 1, 2019 using the modified retrospective method, with no adjustment to comparative period information, which remains reported under ASC 840, and no cumulative effect adjustment to equity. See Note 15 for a further discussion of the impact of adoption of ASC 842 to our unaudited condensed consolidated financial statements.


15

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Note 3—Loss Per Common Unit

The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated:
 
 
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


For the three months ended June 30, 2019, the Service Awards (as defined herein) and warrants were considered antidilutive. For the three months ended June 30, 2018, the performance awards, warrants, Service Awards and the Class A Preferred Units (as defined herein) were considered antidilutive.

Our loss per common unit is as follows for the periods indicated:
 
 
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.


16

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Note 4—Acquisitions

The following summarizes our acquisitions during the three months ended June 30, 2019:

Saltwater Water Solutions Facilities

During the three months ended June 30, 2019, we acquired one saltwater disposal facility (including three saltwater disposal wells) for total consideration of approximately $53.0 million.

As part of this acquisition, we recorded customer relationship, favorable contract, non-compete agreement and right-of way intangible assets. We estimated the value of these intangible assets using the income approach, which uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts.

The agreement for this acquisition contemplates post-closing payments for certain working capital items. We are accounting for this transaction as a business combination. The following table summarizes the preliminary estimates of the fair values as of June 30, 2019 for the assets acquired and liabilities assumed (in thousands):
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



As of June 30, 2019, the allocation of the purchase price is considered preliminary as we are continuing to gather additional information to finalize the fair values of the property, plant and equipment and intangible assets.

Goodwill represents the excess of the consideration paid for the acquired business over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill represents a premium paid to expand the number of our disposal sites in an oilfield production basin currently serviced by us, thereby enhancing our competitive position as a provider of disposal services in this oilfield production basin. We expect that all of the goodwill will be deductible for federal income tax purposes.

The operations of these water solutions facilities have been included in our unaudited condensed consolidated statement of operations since their acquisition date. Our unaudited condensed consolidated statement of operations for the three months ended June 30, 2019 includes revenues of $1.9 million and operating income of $0.8 million that were generated by the operations of these water solutions facilities. We incurred less than $0.1 million of transaction costs related to this acquisition during the three months ended June 30, 2019, which is recorded within general and administrative expenses in our unaudited condensed consolidated statement of operations.

During the three months ended June 30, 2019, we also acquired land and two saltwater disposal wells for total consideration of $13.0 million, which we are accounting for as an acquisition of assets. The consideration paid for this transaction was allocated primarily to property, plant and equipment.

The following summarizes the status of the preliminary purchase price allocation of acquisitions prior to April 1, 2019:

Saltwater Water Solutions Facilities

During the three months ended June 30, 2019, we completed the acquisition accounting for all saltwater disposal facilities and saltwater disposal wells acquired during the fiscal year ended March 31, 2019. Due to the receipt of additional information, we recorded a decrease of $2.3 million to intangible assets with the offset recorded to goodwill. There were no other adjustments to the fair value of assets acquired and liabilities assumed during the three months ended June 30, 2019.

Freshwater Water Solutions Facilities

During the three months ended June 30, 2019, we completed the acquisition accounting for four freshwater facilities (including 16 freshwater wells). There were no adjustments to the fair value of assets acquired and liabilities assumed during the three months ended June 30, 2019 for this acquisition.


17

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


For a separate freshwater acquisition, we paid $2.5 million in cash to the sellers during the three months ended June 30, 2019 to complete the settlement of the acquisition. The offset of the cash payment was recorded to goodwill.

Natural Gas Liquids Terminal Business

During the three months ended June 30, 2019, we finalized the adjustments related to the working capital items received and recorded a decrease of $2.7 million to inventories, an increase of $0.3 million to other current assets, an increase of $0.1 million to property, plant and equipment, a decrease of $0.9 million to current liabilities and a decrease of $0.5 million to noncurrent liabilities.

Note 5—Property, Plant and Equipment

Our property, plant and equipment consists of the following at the dates indicated:
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.

The following table summarizes depreciation expense and capitalized interest expense for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2019
 
2018
 
 
(in thousands)
Depreciation expense
 
$
25,821

 
$
24,729

Capitalized interest expense
 
$

 
$
149



Amounts in the table above do not include depreciation expense and capitalized interest related to our former Retail Propane segment, as these amounts have been classified within discontinued operations in our unaudited condensed consolidated statements of operations (see Note 16).


18

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within (gain) loss on disposal or impairment of assets, net in our unaudited condensed consolidated statements of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated:
 
 
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



Note 6—Goodwill

The following table summarizes changes in goodwill by segment during the three months ended June 30, 2019:
 
 
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



Note 7—Intangible Assets

Our intangible assets consist of the following at the dates indicated:
 
 
 
 
 
 
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.

The weighted-average remaining amortization period for intangible assets is approximately 13.6 years.

19

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Amortization expense is as follows for the periods indicated:
 
 
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


Amounts in the table above do not include amortization expense related to our former Retail Propane segment, as these amounts have been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16).

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



Note 8—Long-Term Debt

Our long-term debt consists of the following at the dates indicated:
 
 
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.


20

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Amortization expense for debt issuance costs related to long-term debt in the table above was $0.8 million and $1.2 million during the three months ended June 30, 2019 and 2018, respectively.

Expected amortization of debt issuance costs is as follows (in thousands):
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



Credit Agreement

We are party to a $1.765 billion credit agreement (the “Credit Agreement”) with a syndicate of banks. As of June 30, 2019, the Credit Agreement includes a revolving credit facility to fund working capital needs, which had a capacity of $1.250 billion for cash borrowings and letters of credit (the “Working Capital Facility”), and a revolving credit facility to fund acquisitions and expansion projects, which had a capacity of $515.0 million (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). The Revolving Credit Facility allows us to reallocate amounts between the Expansion Capital Facility and Working Capital Facility. We had letters of credit of $141.8 million on the Working Capital Facility at June 30, 2019. The capacity under the Working Capital Facility may be limited by a “borrowing base” (as defined in the Credit Agreement) which is calculated based on the value of certain working capital items at any point in time.

At June 30, 2019, the borrowings under the Credit Agreement had a weighted average interest rate of 4.27%, calculated as the weighted average LIBOR rate of 2.41% plus a margin of 1.75% for LIBOR borrowings and the prime rate of 5.50% plus a margin of 0.75% on alternate base rate borrowings. At June 30, 2019, the interest rate in effect on letters of credit was 1.75%. Commitment fees are charged at a rate ranging from 0.375% to 0.50% on any unused capacity.

The following table summarizes the debt covenant levels specified in the Credit Agreement as of June 30, 2019:
 
 
 
 
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.

At June 30, 2019, our leverage ratio was approximately 3.47 to 1, our senior secured leverage ratio was approximately 0.59 to 1, our interest coverage ratio was approximately 3.18 to 1 and our total leverage indebtedness ratio was approximately 5.20 to 1.

We were in compliance with the covenants under the Credit Agreement at June 30, 2019.

Senior Unsecured Notes

On April 9, 2019, we issued $450.0 million of 7.50% Senior Unsecured Notes Due 2026 (the “2026 Notes”) in a private placement. The 2026 Notes bear interest, which is payable on April 15 and October 15 of each year, beginning on October 15, 2019 at 7.50% per annum. We received net proceeds of $442.1 million, after the initial purchasers’ discount of $6.8 million and offering costs of $1.1 million. The 2026 Notes mature on April 15, 2026.

21

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



At June 30, 2019, we were in compliance with the covenants under the indentures for all of the Senior Unsecured Notes.

Other Long-Term Debt

We have other notes payable related to equipment financing. The interest rates on these instruments range from 4.13% to 7.10% per year and have an aggregate principal balance of $5.2 million at June 30, 2019.

Term Credit Agreement

On July 2, 2019 (the “Closing Date”), we entered into a term credit agreement (the “Term Credit Agreement”) with Toronto Dominion (Texas) LLC for a $250.0 million term loan facility. Toronto Dominion (Texas) LLC and certain of its affiliates are also lenders under our Credit Agreement. Proceeds from the term loan facility were used to fund a portion of the purchase price for the Mesquite (as defined herein) acquisition (see Note 17).

The commitments under the Term Credit Agreement expire on July 2, 2024. We are subject to prepayments of principal if we enter into certain transactions to sell assets, issue equity or obtain new borrowings.

The obligations under the Term Credit Agreement are guaranteed by the Partnership and certain of the Borrower’s wholly owned subsidiaries, and are secured by substantially all of the assets of the Borrower, the Partnership and the other subsidiary guarantors subject to certain customary exclusions.

All borrowings under the Term Credit Agreement bear interest, at either (a) an alternate base rate plus (i) during the first three-month period after the Closing Date, margin equal to the applicable margin for alternate base rate loans calculated under our existing revolving credit facility, (ii) 2.00% per annum for the second three-month period after the Closing Date, (iii) 2.25% per annum for the third three-month period after the Closing Date, (iv) 2.50% per annum for the fourth three-month period after the Closing Date, and (v) thereafter, the rate per year such that the alternate base rate equals a rate of interest agreed to between us and the administrative agent, or (b) an adjusted LIBOR rate plus (i) during the first three-month period after the Closing Date, margin equal to the applicable margin for LIBOR rate loans calculated under our existing revolving credit facility, (ii) 3.00% per annum for the second three-month period after the Closing Date, (iii) 3.25% per annum for the third three-month period after the Closing Date, (iv) 3.50% per annum for the fourth three-month period after the Closing Date, and (v) thereafter, such rate per annum such that the adjusted LIBOR rate equals a rate of interest agreed to between us and the administrative agent.

The Term Credit Agreement contains various customary representations, warranties and covenants by the Partnership and its subsidiaries, including, without limitation, (i) commencing September 30, 2019, the Partnership and the subsidiary guarantors will be subject to financial covenants limiting leverage, including senior leverage, secured leverage and total leverage, and requiring a minimum interest coverage, (ii) negative covenants limiting indebtedness, liens, equity distributions and fundamental changes involving the Partnership or its subsidiaries and (iii) affirmative covenants requiring, among other things, reporting of financial information and material events and covenants to maintain existence and pay taxes, in each case substantially consistent with the Partnership’s existing Revolving Credit Facility, which is described above.


22

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Debt Maturity Schedule

The scheduled maturities of our long-term debt are as follows at June 30, 2019:
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



Note 9—Commitments and Contingencies

Legal Contingencies

In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against NGL Energy Holdings LLC (the “GP”) and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc. and related assets in July 2014. After pre-trial rulings, LCT was limited to pursuing claims of (i) quantum meruit (the value of the services rendered by LCT) and (ii) fraudulent misrepresentation against the defendants. Following a jury trial conducted in Delaware state court from July 23, 2018 through August 1, 2018, the jury returned a verdict consisting of an award of $4.0 million for quantum meruit and $29.0 million for fraudulent misrepresentation, subject to statutory interest. The GP and the Partnership contend that the jury verdict, at least in respect of fraudulent misrepresentation, is not supportable by either controlling law or the evidentiary record. Both defendants have a pending motion for judgment as a matter of law on the fraudulent misrepresentation claim and plan to file post-verdict motions as appropriate before the trial court, and, if need be, will file an appeal to the Delaware Supreme Court. It is our position that the awards, even if they each stand, are not cumulative. Any allocation of the ultimate verdict award between the GP and the Partnership will be made by the board of directors once all information is available to it and after the post-trial and any appellate process has run its course and the verdict is final as a matter of law. Because the Partnership is a named defendant in the lawsuit, and any judgment ultimately awarded would be joint and several with the GP, we have determined that it is probable that the Partnership could be liable for a portion of this judgment. At this time, we believe the amount that could be allocated to the Partnership would not be material as it is estimated to be less than $4.0 million. As of June 30, 2019, we have accrued $2.5 million related to this matter.

We are party to various claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop.

Environmental Matters

At June 30, 2019, we have an environmental liability, measured on an undiscounted basis, of $2.4 million, which is recorded within accrued expenses and other payables in our unaudited condensed consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business.

23

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



In 2015, as previously disclosed, the U.S. Environmental Protection Agency (“EPA”) informed NGL Crude Logistics, LLC, formerly known as Gavilon, LLC (“Gavilon Energy”), of alleged violations that occurred in 2011 by Gavilon Energy of the Clean Air Act’s renewable fuel standards regulations (prior to its acquisition by us in December 2013). On October 4, 2016, the U.S. Department of Justice, acting at the request of the EPA, filed a civil complaint in the Northern District of Iowa against Gavilon Energy and one of its then suppliers, Western Dubuque Biodiesel LLC (“Western Dubuque”). Consistent with the earlier allegations by the EPA, the civil complaint related to transactions between Gavilon Energy and Western Dubuque and the generation of biodiesel renewable identification numbers (“RINs”) sold by Western Dubuque to Gavilon Energy in 2011. On December 19, 2016, we filed a motion to dismiss the complaint. On January 9, 2017, the EPA filed an amended complaint. The amended complaint seeks an order declaring Western Dubuque’s RINs invalid and requiring the defendants to retire an equivalent number of valid RINs and that the defendants pay statutory civil penalties. On January 23, 2017, we filed a motion to dismiss the amended complaint. On May 24, 2017, the court denied our motion to dismiss. Subsequently, the EPA filed a second amended complaint seeking an order declaring Western Dubuque’s RINs invalid, an order requiring us to retire an equivalent number of valid RINs and an award against us of statutory civil penalties. In May 2018, the parties completed briefing on cross-motions for summary judgment concerning liability issues in the case. On July 3, 2018, the Court denied our summary judgment motion and largely granted the plaintiff’s two summary judgment motions on liability. On July 19, 2018, Gavilon Energy reached an agreement in principle with the EPA regarding the terms of a settlement of the case, which was memorialized in a consent decree lodged to the Court on September 27, 2018. Such terms will result in Gavilon Energy paying cash of $25.0 million and retiring 36 million RINs, over a twelve-month period. The consent decree was approved by the Court on November 8, 2018. The consent decree resolves all matters between Gavilon Energy and the EPA in connection with the above-described complaint. During the fiscal year ended March 31, 2019, we paid the EPA $12.5 million and retired all 36 million RINs. As of June 30, 2019, we have an accrual, which is included within accrued expenses and other payables in our unaudited condensed consolidated balance sheet, of $12.5 million.

Asset Retirement Obligations

We have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement, or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands):
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



In addition to the obligations described above, we may be obligated to remove facilities or perform other remediation upon retirement of certain other assets. However, the fair value of the asset retirement obligation cannot currently be reasonably estimated because the settlement dates are indeterminable. We will record an asset retirement obligation for these assets in the periods in which settlement dates are reasonably determinable.


24

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Other Commitments

We have various noncancelable agreements for product storage, railcar spurs and real estate. The following table summarizes future minimum payments under these agreements at June 30, 2019 (in thousands):
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



Pipeline Capacity Agreements

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. We currently have an asset recorded in prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet for minimum shipping fees paid in both the current and previous periods that are expected to be recovered in future periods by exceeding the minimum monthly volumes (see Note 2).

The future minimum throughput payments under these agreements at June 30, 2019 are $30.1 million. The payments for these agreements will be completed at the end of fiscal year 2020. Of the total future minimum throughput payments, 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 allotted 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 (see Note 13).

Construction Commitments

At June 30, 2019, we had construction commitments of $11.4 million.

Sales and Purchase Contracts

We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods.


25

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


At June 30, 2019, we had the following commodity purchase commitments (in thousands):
 
 
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.

At June 30, 2019, we had the following commodity sale commitments (in thousands):
 
 
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



We account for the contracts shown in the tables above using the normal purchase and normal sale election. Under this accounting policy election, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. Contracts in the tables above may have offsetting derivative contracts (described in Note 11) or inventory positions (described in Note 2).

Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our unaudited condensed consolidated balance sheet and are not included in the tables above. These contracts are included in the derivative disclosures in Note 11, and represent $61.7 million of our prepaid expenses and other current assets and $60.4 million of our accrued expenses and other payables at June 30, 2019.


26

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Note 10—Equity

Partnership Equity

The Partnership’s equity consists of a 0.1% general partner interest and a 99.9% limited partner interest, which consists of common units. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest. Our general partner is not required to guarantee or pay any of our debts and obligations.

General Partner Contributions

In connection with the warrants that were exercised for common units during the three months ended June 30, 2019, we issued 1,460 notional units to our general partner for less than $0.1 million in order to maintain its 0.1% interest in us.

Equity Issuances

On August 24, 2016, we entered into an equity distribution agreement in connection with an at-the-market program (the “ATM Program”) pursuant to which we may issue and sell up to $200.0 million of common units. We did not sell any common units under the ATM Program during the three months ended June 30, 2019, and approximately $134.7 million remained available for sale under the ATM Program at June 30, 2019. The registration statement applicable to this program expired in July 2019.

Our Distributions

The following table summarizes distributions declared on our common units during the last two quarters:
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



Class A Convertible Preferred Units

In 2016, we received net proceeds of $235.0 million (net of offering costs of $5.0 million) in connection with the issuance of 19,942,169 Class A Convertible Preferred Units (“Class A Preferred Units”) and 4,375,112 warrants.

We allocated the net proceeds on a relative fair value basis to the Class A Preferred Units, which includes the value of a beneficial conversion feature, and warrants. Accretion for the beneficial conversion feature, recorded as a deemed distribution, was $36.5 million and $9.0 million during the three months ended June 30, 2019 and 2018, respectively.

On April 5, 2019, we redeemed 7,468,978 of the Class A Preferred Units. The applicable Class A redemption price was $13.389 per Class A Preferred Unit, calculated at 111.25% of $12.035 (the Class A Preferred Unit price), plus accrued but unpaid and accumulated distributions of $0.338. The amount per Class A Preferred Unit paid to each Class A preferred unitholder was $13.727, for a total payment of $102.5 million. On April 5, 2019, all 1,458,371 outstanding warrants to purchase common units were exercised for proceeds of less than $0.1 million.

On May 11, 2019, we redeemed the remaining 12,473,191 outstanding Class A Preferred Units. The applicable Class A redemption price was $13.2385 per Class A Preferred Unit, calculated at 110% of $12.035, plus accrued but unpaid and accumulated distributions of $0.1437. The amount per Class A Preferred Unit paid to each Class A preferred unitholder was $13.3822, for a total payment of $166.9 million. In addition, we paid the Class A preferred unitholders the distribution declared on April 24, 2019 for the quarter ended March 31, 2019 of $4.0 million, or $0.3234 per unit, which was paid to the holders of the Class A Preferred Units on May 10, 2019.


27

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Class B Preferred Units

On June 13, 2017, we issued 8,400,000 of our 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $202.7 million (net of the underwriters’ discount of $6.6 million and offering costs of $0.7 million).

On July 2, 2019, we issued 4,185,642 Class B Preferred Units to fund a portion of the purchase price for the Mesquite acquisition (see Note 17).

The current distribution rate for the Class B Preferred Units is 9.0% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). The following table summarizes distributions declared on our Class B Preferred Units during the last two quarters:
 
 
 
 
 
 
 
 
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



The distribution amount paid on July 15, 2019 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2019.

Class C Preferred Units

On April 2, 2019, we issued 1,800,000 of our 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $42.6 million (net of the underwriters’ discount of $1.4 million and offering costs of $0.9 million).

The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year). On June 14, 2019, the board of directors of our general partner declared a distribution on the Class C Preferred Units for the three months ended June 30, 2019 of $1.1 million, or $0.5949 per unit, in the aggregate, which was paid to the holders of the Class C Preferred Units on July 15, 2019.

The distribution amount paid on July 15, 2019 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2019.

Class D Preferred Units

On the Closing Date, we entered into a Class D Preferred Unit and Warrant Purchase Agreement pursuant to which we agreed to issue, in a private placement, $400.0 million of our Class D preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 17,000,000 common units for net proceeds of $385.0 million (net of a closing fee of $8.0 million payable to affiliates of the purchasers and certain estimated expenses and expense reimbursements). Proceeds from this issuance were used to fund a portion of the purchase price for the Mesquite acquisition (see Note 17).

The holders of the Class D Preferred Units will be entitled to receive a cumulative, quarterly distribution in arrears on each Class D Preferred Unit then held at an annual rate of (i) 9.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on the Closing Date and ending on the date and including the last day of the eleventh full quarter following the Closing Date, (ii) 10.00% per annum for all periods during which the Class D Preferred Units are outstanding beginning on and including the first day of the twelfth full quarter following the Closing Date and ending on the last day of the nineteenth full quarter following the Closing Date, and (iii) thereafter, 10.00% per annum or, at the purchasers’ election from time to time, a floating rate equal to the applicable three-month LIBOR, plus 7.00% per annum.






28

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


At any time after the Closing Date, the Partnership shall have the right to redeem all of the outstanding Class D Preferred Units at a price per Class D Preferred Unit equal to the sum of the then-unpaid accumulations with respect to such Class D Preferred Unit and the greater of either the applicable multiple on invested capital or the applicable redemption price based on an applicable internal rate of return, as more fully described in the Amended and Restated Partnership Agreement. At any time on or after the eighth anniversary of the Closing Date, each Class D Preferred Unitholder will have the right to require the Partnership to redeem on a date not prior to the 180th day after such anniversary all or a portion of the Class D Preferred Units then held by such preferred unitholder for the then-applicable redemption price, which may be paid in cash or, at the Partnership’s election, a combination of cash and a number of Common Units not to exceed one-half of the aggregate then-applicable redemption price, as more fully described in the Amended and Restated Partnership Agreement. Upon a Class D Change of Control (as defined in the Amended and Restated Partnership Agreement), each Class D Preferred Unitholder will have the right to require the Partnership to redeem the Class D Preferred Units then held by such Preferred Unitholder at a price per Class D Preferred Unit equal to applicable redemption price. The Class D Preferred Units generally will not have any voting rights, except with respect to certain matters which require the vote of the Class D Preferred Units. The Class D Preferred Units generally do not have any voting rights, except that the Class D Preferred Units shall be entitled to vote as a separate class on any matter on which unitholders are entitled to vote that adversely affects the rights, powers, privileges or preferences of the Class D Preferred Units in relation to other classes of Partnership Interests (as defined in the Amended and Restated Partnership Agreement) or as required by law. The consent of a majority of the then-outstanding Class D Preferred Units, with one vote per Class D Preferred Unit, shall be required to approve any matter for which the preferred unitholders are entitled to vote as a separate class or the consent of the representative of the Class D Preferred Unitholders, as applicable.

The warrants issued in the private placement are exercisable for, in the aggregate, 17,000,000 common units. Warrants to purchase 10,000,000 common units were issued with an exercise price of $17.45 per common unit (the “Premium Warrants”), and the remaining warrants to purchase 7,000,000 common units were issued with an exercise price of $14.54 per common unit (the “Par Warrants”). The warrants may be exercised from and after the first anniversary of the Closing Date. Unexercised warrants will expire on the tenth anniversary of the Closing Date. The warrants will not participate in cash distributions.

Upon a change of control, all unvested warrants shall immediately vest and be exercisable in full. A change of control occurs when (a) the current general partner owners cease to own, directly or indirectly, at least 50% of the outstanding voting securities of the general partner, (b) the general partner withdraws or is removed by the limited partners, (c) the common units are no longer listed on a national exchange, or (d) the general partners and/or its affiliates become beneficial owner, directly or indirectly, of 80% or more of the outstanding common units or any transaction or event that occurs due to default on our credit agreement.

Registration Rights Agreement

In connection with the issuance of the Class D Preferred Units, we entered into a registrations rights agreements (“Registration Rights Agreement”) with the purchasers of the Class D Preferred Units (“Purchasers”), pursuant to which we are required to prepare and file a registration statement (the “Registration Statement”) within 180 days of the Closing Date, to permit the public resale of (i) the Class D Preferred Units, (ii) the common units issued or issuable upon the exercise of the warrants, (iii) the common units that are issuable pursuant to the terms of the Class D Preferred Units in connection with a redemption of the Class D Preferred Units and (iv) any common units issued in lieu of cash as liquidated damages under the Registration Rights Agreement. The Partnership is also required to use its commercially reasonable efforts to cause the Registration Statement to become effective no later than 360 days after the Closing Date. The Registration Rights Agreement provides that if the Registration Statement is not declared effective on or prior to the Registration Statement Deadline, the Partnership will be liable to the Purchasers for liquidated damages in accordance with a formula, subject to the limitations set forth in the Registration Rights Agreement. Such liquidated damages would be payable in cash, or if payment in cash would breach any covenant or a cause a default under a credit facility or any other debt instrument filed by the Partnership as an exhibit to a periodic report filed with the SEC, then such liquidated damages would be payable in the form of newly issued common units. In addition, the Registration Rights Agreement grants the Purchasers piggyback registration rights. These registration rights are transferable to affiliates of the Purchasers and, in certain circumstances, to third parties.






29

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Board Rights Agreement

In connection with the issuance of the Class D Preferred Units, we entered into a board rights agreement pursuant to which affiliates of the Purchasers will have the right to designate up to one director on the board of directors of our general partner, so long as the Purchasers and their respective affiliates, in the aggregate, own either at least (i) (A) 50% of the number of Preferred Units issued on the Closing Date or (B) 50% of the aggregate liquidation preference of any class or series of Class D Parity Securities (as defined in the Amended and Restated Partnership Agreement), or (ii) Warrants and/or common units that, in the aggregate, comprise 10% or more of the then-outstanding Common Units.
 
Amended and Restated Partnership Agreement

On July 2, 2019, NGL Energy Holdings LLC executed the Sixth Amended and Restated Agreement of Limited Partnership. The preferences, rights, powers and duties of holders of Class D Preferred Units are defined in the Amended and Restated Partnership Agreement. The Class D Preferred Units rank senior to the common units with respect to payment of distributions and distribution of assets upon liquidation, dissolution and winding up, and are in parity with the Class B Preferred Units and Class C Preferred Units. The Class D Preferred Units have no stated maturity, but we may redeem the Class D Preferred Units at any time after the Closing Date or upon the occurrence of a change in control.

Equity-Based Incentive Compensation

Our general partner has adopted a long-term incentive plan (“LTIP”), which allows for the issuance of equity-based compensation. Our general partner has granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients. The awards may also vest upon a change of control, at the discretion of the board of directors of our general partner. No distributions accrue to or are paid on the restricted units during the vesting period.

The restricted units vest contingent on the continued service of the recipients through the vesting date (the “Service Awards”).

The following table summarizes the Service Award activity during the three months ended June 30, 2019:
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



The following table summarizes the scheduled vesting of our unvested Service Award units at June 30, 2019:
Fiscal Year Ending March 31,
 
 
2020 (nine months)
 
1,009,175

2021
 
872,925

2022
 
435,250

Total
 
2,317,350



Service Awards are valued at the average of the high/low sales price as of the grant date less the present value of the expected distribution stream over the vesting period using a risk-free interest rate. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date value of the award that is vested at that date.

During the three months ended June 30, 2019 and 2018, we recorded compensation expense related to Service Award units of $2.8 million and $2.8 million, respectively.


30

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at June 30, 2019 (in thousands):
Fiscal Year Ending March 31,
 
 
2020 (nine months)
 
$
5,454

2021
 
4,216

2022
 
1,375

Total
 
$
11,045



As of June 30, 2019, there are approximately 3.4 million common units remaining available for issuance under the LTIP.

Note 11—Fair Value of Financial Instruments

Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature.

Commodity Derivatives

The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our unaudited condensed consolidated balance sheet at the dates indicated:
 
 
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.

The following table summarizes the accounts that include our commodity derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated:
 
 
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




31

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges.
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.

During the three months ended June 30, 2019 and 2018, we recorded a net gain of $26.5 million and a net loss of $52.7 million, respectively, from our commodity derivatives to revenues and cost of sales in our unaudited condensed consolidated statements of operations.

Credit Risk

We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At June 30, 2019, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our unaudited condensed consolidated balance sheets and recognized in our net income.

Interest Rate Risk

The Revolving Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At June 30, 2019, we had $1.2 billion of outstanding borrowings under the Revolving Credit Facility at a weighted average interest rate of 4.27%.


32

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Fair Value of Fixed-Rate Notes

The following table provides fair value estimates of our fixed-rate notes at June 30, 2019 (in thousands):
Senior Unsecured Notes:
 
2023 Notes
$
634,243

2025 Notes
$
386,460

2026 Notes
$
469,125



For the Senior Unsecured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 1 in the fair value hierarchy.


33

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Note 12—Segments

The following table summarizes revenues related to our segments. Transactions between segments are recorded based on prices negotiated between the segments. The “Corporate and Other” category in the table below includes certain corporate expenses that are not allocated to the reportable segments. The table below does not include amounts related to our former Retail Propane segment, as these amounts has been classified within discontinued operations in our unaudited condensed consolidated statements of operations (see Note 16).
 
 
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



34

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following tables summarize depreciation and amortization expense and operating income (loss) by segment for the periods indicated.
 
 
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
)


The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. The information below does not include goodwill by segment.
 
 
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


The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, and goodwill) and total assets by segment at the dates indicated:
 
 
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.


35

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


 
 
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.

Note 13—Transactions with Affiliates

A member of the board of directors of our general partner is an executive officer of WPX Energy, Inc. (“WPX”). We purchase crude oil from and sell crude oil to WPX (certain of the purchases and sales that were entered into in contemplation of each other are recorded on a net basis within revenues in our unaudited condensed consolidated statement of operations). We also treat and dispose of wastewater and solids received from WPX.

SemGroup Corporation (“SemGroup”) holds ownership interests in our general partner. We sell product to and purchase product from SemGroup, and these transactions are included within revenues and cost of sales, respectively, in our unaudited condensed consolidated statements of operations. We also lease crude oil storage from SemGroup.

The following table summarizes these related party transactions for the periods indicated:
 
 
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.

Accounts receivable from affiliates consist of the following at the dates indicated:
 
 
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




36

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Accounts payable to affiliates consist of the following at the dates indicated:
 
 
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



Other Related Party Transactions

Acquisition of Interest in KAIR2014 LLC

During the three months ended June 30, 2019, we purchased a 50% interest in an aircraft rental company, KAIR2014 LLC, for $0.9 million in cash and accounted for our interest using the equity method of accounting (see Note 2). The remaining interest in KAIR2014 LLC is owned by our Chief Executive Officer, H. Michael Krimbill.

Acquisition of Interest in NGL Energy Holdings LLC

During the three months ended June 30, 2019, we purchased, in two transactions, a 1.89% interest in our general partner, NGL Energy Holdings LLC, for $2.4 million in cash and accounted for this as a deduction within limited partners’ equity in our unaudited condensed consolidated balance sheet.

Note 14—Revenue from Contracts with Customers

Effective April 1, 2018, we recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation in the contract and is recognized as revenue when, or as, the performance obligation is satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation. The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires significant judgment and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our customers and the relative stand-alone selling price of goods and services provided to customers under contracts with multiple performance obligations. Actual results can vary from those judgments and assumptions. We do not have any material contracts with multiple performance obligations or under which we receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of June 30, 2019.

The majority of our revenue agreements are within scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases and are in scope under Topics 845 and 842, respectively. See Note 12 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Refined Products and Renewables segment includes $28.4 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the three months ended June 30, 2019.

Remaining Performance Obligations

Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we are utilizing the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these agreements. The following table summarizes the amount and timing of revenue recognition for such contracts at June 30, 2019 (in thousands):

37

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


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



Contract Assets and Liabilities

The following tables summarize the balances of our contract assets and liabilities at the dates indicated:
 
 
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



Note 15—Leases

We adopted ASC 842 effective April 1, 2019 using the modified retrospective method, with no adjustment to comparative period information, which remains reported under ASC 840, and no cumulative effect adjustment to equity. Upon adoption, we recorded operating lease right-of-use assets of $551.2 million and operating lease obligations of $549.0 million. The adoption of this standard did not impact our unaudited condensed consolidated statement of operations or unaudited condensed consolidated statement of cash flows for the three months ended June 30, 2019.

We also elected the following transitional practical expedients, which allowed us to (i) not evaluate land easements prior to April 1, 2019; (ii) use hindsight in determining the lease term; (iii) not reassess whether current or expired contracts contain leases; (iv) not reassess the lease classification for any expired or existing leases; and (v) not reassess initial costs.

Lessee Accounting

Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment. We determine if an agreement contains a lease at the inception of the arrangement. If an arrangement is determined to contain a lease, we classify the lease as an operating lease or a finance lease depending on the terms of the arrangement. All of our leases are classified as operating leases. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term when we control the use of the asset by obtaining substantially all of the economic benefits of the asset and direct the use of the asset. Operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities with an initial term of greater than one year are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate represents the interest rate which we would pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term in a similar economic environment. We do not have any leases that provide for guarantees of residual value.

Our lease agreements may include options to extend or terminate the lease which are included in the measurement of our operating lease liability when it is reasonably certain that we will exercise the option. Lease renewal terms vary from one year to 30 years. Operating lease expense is recognized on a straight-line basis over the lease term. We have variable lease payments, including adjustments to lease payments based on an index or rate, such as a consumer price index, fair value adjustments to lease payments, and common area maintenance, real estate taxes, and insurance payments in certain real estate leases. We also have certain land leases within our Water Solutions segment that require us to pay a royalty, which could be

38

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


based on a flat rate per barrel disposed or a percentage of revenue generated. Variable lease payments are excluded from operating lease right-of-use assets and operating lease liabilities and are expensed as incurred. Operating lease right-of-use assets also include any lease prepayments and exclude lease incentives. For leases acquired as a result of an acquisition, the right-of-use asset also includes adjustments for any favorable or unfavorable market terms present in the lease.

Short-term leases with an initial term of 12 months or less that do not include a purchase option, with the exception of railcar leases, are not recorded on the unaudited condensed consolidated balance sheet. Operating lease expense for short-term leases is recognized on a straight-line basis over the lease term and amounts related to short-term leases are disclosed within our condensed consolidated financial statements.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases of buildings and land, we account for the lease and non-lease components as a single lease component based on the election of the practical expedient to not separate lease components from non-lease components.

At June 30, 2019, we had operating lease right-of-use assets of $518.0 million and current and noncurrent operating lease obligations of $77.0 million and $439.1 million, respectively, on our unaudited condensed consolidated balance sheet. At June 30, 2019, the weighted-average remaining lease term and weighted-average discount rate for our operating leases was 14.95 years and 6.55%, respectively.

The following table summarizes the components of our lease expense for the period indicated:
 
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



Rental expense relating to operating leases was $27.9 million during the three months ended June 30, 2018. This amount does not include rental expense related to our former Retail Propane segment, as this amount has been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16).

The following table summarizes maturities of our operating lease liabilities at June 30, 2019 (in thousands):
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




39

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes future minimum lease payments under various noncancelable operating lease agreements at March 31, 2019 (in thousands):
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



The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the period indicated:
 
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

 

Lessor Accounting and Subleases

Our lessor arrangements include storage and railcar contracts, of which certain agreements contain renewal options for periods of between one year and five years. We determine if an agreement contains a lease at the inception of the arrangement. If an arrangement is determined to contain a lease, we classify the lease as operating, sales-type or direct financing. Lessor accounting under ASC 842 is substantially unchanged and all of our leases will continue to be classified as operating leases. We also, from time to time, sublease certain of our storage capacity and railcars to third parties. Fixed rental revenue is recognized on a straight-line basis over the lease term. During the three months ended June 30, 2019, fixed rental revenue was $5.4 million, which includes $1.4 million of sublease revenue.

The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at June 30, 2019 (in thousands):
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



Note 16—Discontinued Operations

As discussed in Note 1, as of June 30, 2018, the operations of our Retail Propane segment were classified as discontinued. On July 10, 2018, we completed the sale of virtually all of our remaining Retail Propane segment to Superior and on August 14, 2018, we sold our previously held interest in Victory Propane. See Note 1 for a further discussion.


40

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes the results of operations from discontinued operations related to our former Retail Propane segment for the period indicated:
 
 
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.

Continuing Involvement

As of June 30, 2019, we have commitments to sell up to 43.2 million gallons of propane, valued at $29.7 million (based on the contract price) to Superior and DCC LPG, the purchasers of our former Retail Propane segment, through April 2020. During the three months ended June 30, 2019, we received a combined $1.4 million from Superior and DCC LPG for propane sold to them during the period.

Note 17—Subsequent Events

Acquisitions

On July 2, 2019, we acquired all of the assets of Mesquite Disposals Unlimited, LLC (“Mesquite”) (including 35 saltwater disposal wells) for a total purchase price of $892.5 million. The purchase price was comprised of (i) $592.5 million in cash, (ii) the issuance of $100.0 million of our Class B Preferred Units and (iii) up to $200.0 million in cash to be paid in two deferred installments contingent on certain performance metrics of the assets being acquired. Mesquite SWD Inc. will remain the operator of the Mesquite assets led by Mesquite’s current management team. The assets consist of a fully interconnected produced water pipeline transportation and disposal system in Eddy and Lea Counties, New Mexico, and Loving County, Texas. As of the filing date of this Quarterly Report, we have not obtained all of the information to determine the preliminary purchase price allocation.

Term Credit Agreement

On July 2, 2019, we entered into the Term Credit Agreement with Toronto Dominion (Texas) LLC for a $250.0 million term loan facility. Toronto Dominion (Texas) LLC and certain of its affiliates are also lenders under our Credit Agreement. Proceeds from the term loan facility were used to fund a portion of the purchase price for the Mesquite acquisition discussed above (see Note 8).

Issuance of Class D Convertible Preferred Units

On the Closing Date, we entered into a Class D Preferred Unit and Warrant Purchase Agreement pursuant to which we agreed to issue, in a private placement, $400.0 million Class D Preferred Units and warrants exercisable to purchase an aggregate of 17,000,000 common units for net proceeds of $385.0 million (net of a closing fee of $8.0 million payable to affiliates of the purchasers and certain estimated expenses and expense reimbursements). Proceeds from this issuance were used to fund a portion of the purchase price for the Mesquite acquisition discussed above (see Note 10).


41

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Sale of TransMontaigne Product Services, LLC

On August 8, 2019, we announced that we signed a definitive agreement to sell TransMontaigne Product Services, LLC (“TPSL”) and associated assets to a strategic buyer with substantial assets for estimated proceeds of approximately $300 million, including equity consideration, inventory, net working capital and the monetization of certain derivative positions at closing, based on June 30, 2019 values and subject to actual values at closing. TPSL makes up a portion of our Refined Products and Renewables segment. The divested assets include (i) TPSL Terminaling Services Agreement with TransMontaigne Partners LP, including the exclusive rights to utilize 18 terminals; (ii) line space along Colonial and Plantation Pipelines; (iii) two wholly-owned refined products terminals in Georgia and multiple third-party throughput agreements; and (iv) all associated customer contracts, inventory and other working capital associated with the assets. Proceeds from this transaction will be used to reduce outstanding indebtedness under our Revolving Credit Facility. The transaction is subject to certain regulatory and other customary closing conditions and is expected to close during the second fiscal quarter.

The following table summarizes the major classes of assets and liabilities of this business at the dates indicated:
 
 
June 30, 2019
 
March 31, 2019
 
 
(in thousands)
ASSETS
 
 
 
 
CURRENT ASSETS:
 
 
 
 
Accounts receivable-trade, net
 
$
121,543

 
$
164,716

Inventories
 
212,111

 
210,373

Prepaid expenses and other current assets
 
15,704

 
12,361

Total current assets
 
349,358

 
387,450

Property, plant and equipment, net
 
15,185

 
15,553

Goodwill
 
32,712

 
32,712

Intangible assets, net
 
136,074

 
137,446

Operating lease right-of-use assets
 
308,117

 

Other noncurrent assets
 
46,871

 
46,147

Total assets
 
$
888,317

 
$
619,308

 
 
 
 
 
LIABILITIES
 
 
 
 
CURRENT LIABILITIES:
 
 
 
 
Accounts payable-trade
 
$
77,352

 
$
85,602

Accrued expenses and other payables
 
51,041

 
56,719

Advance payments received from customers
 
460

 
460

Operating lease obligations
 
7,526

 

Total current liabilities
 
136,379

 
142,781

Operating lease obligations (noncurrent)
 
300,591

 

 
 
 
 
 
Total liabilities
 
$
436,970

 
$
142,781



Note 18—Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information

Certain of our wholly owned subsidiaries have, jointly and severally, fully and unconditionally guaranteed the Senior Unsecured Notes (see Note 8). Pursuant to Rule 3-10 of Regulation S-X, we have presented in columnar format the unaudited condensed consolidating financial information for NGL Energy Partners LP (Parent), NGL Energy Finance Corp., the guarantor subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis in the tables below. NGL Energy Partners LP and NGL Energy Finance Corp. are co-issuers of the Senior Unsecured Notes. Since NGL Energy Partners LP received the proceeds from the issuance of the Senior Unsecured Notes, all activity has been reflected in the NGL Energy Partners LP (Parent) column in the tables below.

During the periods presented in the tables below, the status of certain subsidiaries changed, in that they either became guarantors of or ceased to be guarantors of the Senior Unsecured Notes. For purposes of the tables below, when the status of a subsidiary changes, all subsidiary activity is included in either the guarantor subsidiaries column or non-guarantor subsidiaries column based on the status of the subsidiary at the balance sheet date regardless of activity during the year.

There are no significant restrictions that prevent the parent or any of the guarantor subsidiaries from obtaining funds from their respective subsidiaries by dividend or loan. None of the assets of the guarantor subsidiaries (other than the investments in non-guarantor subsidiaries) are restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.


42

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


For purposes of the tables below, (i) the unaudited condensed consolidating financial information is presented on a legal entity basis, (ii) investments in consolidated subsidiaries are accounted for as equity method investments, and (iii) contributions, distributions, and advances to (from) consolidated entities are reported on a net basis within net changes in advances with consolidated entities in the unaudited condensed consolidating statement of cash flow tables below.

As discussed further in Note 1 and Note 16, the results of operations and cash flows related to our former Retail Propane segment (including equity in earnings of Victory Propane) have been classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows.

43

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Unaudited Condensed Consolidating Balance Sheet
(in Thousands)
 
 
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


44

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Unaudited Condensed Consolidating Balance Sheet
(in Thousands)
 
 
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



45

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Unaudited Condensed Consolidating Statement of Operations
(in Thousands)
 
 
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


46

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Unaudited Condensed Consolidating Statement of Operations
(in Thousands)
 
 
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
)


47

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Unaudited Condensed Consolidating Statements of Comprehensive Income (Loss)
(in Thousands)
 
 
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
)




48

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Unaudited Condensed Consolidating Statement of Cash Flows
(in Thousands)
 
 
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


49

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Unaudited Condensed Consolidating Statement of Cash Flows
(in Thousands)
 
 
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



50



Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of NGL Energy Partners LP’s (“we,” “us,” “our,” or the “Partnership”) financial condition and results of operations as of and for the three months ended June 30, 2019. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q (“Quarterly Report”), as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019 (“Annual Report”) filed with the Securities and Exchange Commission on May 30, 2019.

Overview

We are a Delaware limited partnership. NGL Energy Holdings LLC serves as our general partner. At June 30, 2019, our operations included:

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.

As previously disclosed, on July 10, 2018, we completed the sale of virtually all of our remaining Retail Propane segment to Superior Plus Corp. (“Superior”) for total consideration of $889.8 million in cash. We retained our 50% ownership interest in Victory Propane, LLC (“Victory Propane”), which we subsequently sold on August 14, 2018. This transaction represented a strategic shift in our operations and will have a significant effect on our operations and financial results going forward. Accordingly, the results of operations and cash flows related to our former Retail Propane segment (including equity in earnings of Victory Propane) have been classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows. See Note 1 and Note 16 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion of the transaction.


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Consolidated Results of Operations

The following table summarizes our unaudited condensed consolidated statements of operations for the periods indicated:
 
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
)

Items Impacting the Comparability of Our Financial Results

Our current and future results of operations may not be comparable to our historical results of operations for the periods presented due to business combinations, disposals and other transactions. Our results of operations for the three months ended June 30, 2019 are not necessarily indicative of the results of operations to be expected for future periods or for the full fiscal year ending March 31, 2020.

Recent Developments
    
Acquisitions

As discussed below, we completed numerous acquisitions during the fiscal year ended March 31, 2019 and the three months ended June 30, 2019. These acquisitions impact the comparability of our results of operations between our current and prior fiscal years.

During the three months ended June 30, 2019, in our Water Solutions segment, we acquired land and one saltwater disposal facility (including five saltwater disposal wells). See Note 4 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion.

During the fiscal year ended March 31, 2019, in our Water Solutions segment, we acquired the remaining 18.375% interest in NGL Water Pipelines, LLC, six saltwater disposal facilities (including 22 saltwater disposal wells), two ranches and four freshwater facilities (including 45 freshwater wells). In our Liquids segment, we acquired the natural gas liquids terminal business of DCP Midstream, LP and in our Refined Products and Renewables segment, we acquired two refined products terminals.


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Dispositions

Sale of South Pecos Water Disposal Business

On February 28, 2019, we completed the sale of our South Pecos water disposal business to a subsidiary of WaterBridge Resources LLC for $232.2 million in net cash proceeds and recorded a gain on disposal of $107.9 million during the fiscal year ended March 31, 2019.

Sale of Bakken Saltwater Disposal Business

On November 30, 2018, we completed the sale of NGL Water Solutions Bakken, LLC to an affiliate of Tallgrass Energy, LP for $85.0 million in net cash proceeds and recorded a gain on disposal of $33.4 million during the fiscal year ended March 31, 2019.

Sale of Interest in E Energy Adams, LLC

On May 3, 2018, we completed the sale of our previously held 20% interest in E Energy Adams, LLC for $18.6 million in net cash proceeds and recorded a gain on disposal of $3.0 million during the fiscal year ended March 31, 2019.

Issuance of Senior Unsecured Notes

During the three months ended June 30, 2019, we entered into the Note Purchase Agreement whereby we issued $450.0 million of the 7.50% Senior Unsecured Notes Due 2026 (the “2026 Notes”) in a private placement. See Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further description of these notes.

Issuance of Class C Preferred Units

During the three months ended June 30, 2019, we issued 1,800,000 of our 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $42.6 million. See Note 10 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further description of the Class C Preferred Units.

Redemption of Class A Preferred Units

On April 5, 2019, we redeemed 7,468,978 of the 10.75% Class A Convertible Preferred Units (“Class A Preferred Units”) for a total payment of $102.5 million. On April 5, 2019, all 1,458,371 outstanding warrants to purchase common units were exercised for proceeds of less than $0.1 million.

On May 11, 2019, we redeemed the remaining 12,473,191 outstanding Class A Preferred Units for a total payment of $166.9 million. See Note 10 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further description of the redemption of the Class A Preferred Units.

Subsequent Events

See Note 17 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a discussion of transactions that occurred subsequent to June 30, 2019.

 
Segment Operating Results for the Three Months Ended June 30, 2019 and 2018

Crude Oil Logistics

The following table summarizes the operating results of our Crude Oil Logistics segment for the periods indicated:
 
 
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.

Crude Oil Sales Revenues. The decrease was due primarily to a decrease in crude oil prices during the three months ended June 30, 2019, compared to the three months ended June 30, 2018. The increase in production volumes for us to market has not slowed down even though crude oil prices are declining. We continue to market crude oil volumes in the majority of the basins across the United States to support our various pipeline, terminal and transportation assets.

Crude Oil Transportation and Other Revenues. The increase was primarily due to a new crude marketing agreement that was effective as of July 2018. The revenue generated by this agreement was $7.6 million for the three months ended June 30, 2019. The increase was also due to our Grand Mesa Pipeline, which increased revenues by $3.0 million during the three months ended June 30, 2019, compared to the three months ended June 30, 2018, primarily due to increased production growth in the DJ Basin. During the three months ended June 30, 2019, financial volumes on the Grand Mesa Pipeline averaged approximately 133,000 barrels per day (volume amounts are from both internal and external parties).

Cost of Sales-Excluding Impact of Derivatives. The decrease was due primarily to a decrease in crude oil prices during the three months ended June 30, 2019, compared to the three months ended June 30, 2018.

Cost of Sales-Derivatives. Our cost of sales during the three months ended June 30, 2019 included $1.4 million of net realized gains on derivatives and $1.9 million of net unrealized gains on derivatives. The gains were due to the significant

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decline in crude oil prices during the quarter. Our cost of sales during the three months ended June 30, 2018 included $3.8 million of net realized losses on derivatives and $7.4 million of net unrealized losses on derivatives.

Operating and General and Administrative Expenses. The increase was due to utilities related to the higher volumes on Grand Mesa.

Depreciation and Amortization Expense. The decrease was due primarily to downsizing our fleet of crude transportation and marine assets, which decreased depreciation and amortization expense by $1.1 million during the three months ended June 30, 2019, compared to the three months ended June 30, 2018. The decrease was also due to certain intangible assets being fully amortized in prior periods.

(Gain) Loss on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2019, we recorded a net gain of $0.6 million related to the disposal of certain assets. During the three months ended June 30, 2018, we recorded a loss of $105.0 million on our transaction with a third party in which they agreed to be fully responsible for our future minimum volume commitment in exchange for $67.7 million of deficiency credits on a contract with a crude oil pipeline operator and $35.3 million in cash. The loss also includes additional costs of $2.0 million related to this transaction. The loss was offset by a gain of $3.1 million due primarily to the sale of a crude oil terminal and the receipt of additional proceeds from the sale of our 50% interest in Glass Mountain Pipeline, LLC.

Water Solutions

The following table summarizes the operating results of our Water Solutions segment for the periods indicated:
 
 
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



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Wastewater Disposal Service Fee Revenues. The decrease was due primarily to a decrease in the volume of wastewater processed as a result of the sale of our Bakken and South Pecos water disposal businesses during the fiscal year ended March 31, 2019, partially offset by wastewater processed at facilities acquired from acquisitions and newly developed facilities.

Recovered Hydrocarbon Revenues. The decrease was due primarily to a decrease in the volume of wastewater processed as a result of the sale of our Bakken and South Pecos water disposal businesses during the fiscal year ended March 31, 2019 and lower crude oil prices, partially offset by wastewater processed at facilities acquired from acquisitions and newly developed facilities. These revenues were negatively impacted by a lower percentage of skim oil volumes recovered per wastewater barrel processed. This lower percentage was due primarily to an increase in wastewater transported through pipelines (which contains less oil per barrel of wastewater), as well as operational changes in the DJ Basin.

Other Service Revenues. Other service revenues primarily include solids disposal revenues, water pipeline revenues, land surface use revenues and freshwater revenues. The increase was due primarily to an increase in land surface use revenues in our New Mexico operations which began during the three months ended September 30, 2018 as well as freshwater revenues due to increased volumes and acquisitions.

Cost of Sales-Excluding Impact of Derivatives. The decrease was due primarily to operational changes in the DJ basin during the three months ended June 30, 2019.

Cost of Sales-Derivatives. We enter into derivatives in our Water Solutions segment to protect against the risk of a decline in the market price of the hydrocarbons we expect to recover when processing the wastewater and selling the skim oil. Our cost of sales during the three months ended June 30, 2019 included $0.2 million of net unrealized gains on derivatives and $2.9 million of net realized gains on derivatives. In June 2019, we settled derivative contracts that had scheduled settlement dates from April through December 2020 and recorded a gain of $1.9 million on those derivatives. Our cost of sales during the three months ended June 30, 2018 included $4.6 million of net realized losses on derivatives and $9.1 million of net unrealized losses on derivatives.

Operating and General and Administrative Expenses. The increase was due primarily to the increase in the number of water disposal facilities and wells that we own and operate, both through acquisitions and development of new facilities, partially offset by the sale of our Bakken and South Pecos water disposal businesses during the fiscal year ended March 31, 2019.

Depreciation and Amortization Expense. The increase was due primarily to acquisitions and newly developed facilities, partially offset by the sale of our Bakken and South Pecos water disposal businesses during the fiscal year ended March 31, 2019.

(Gain) Loss on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2019, we recorded a gain of $1.0 million for cash received related to a previous loan receivable. In addition, during the three months ended June 30, 2019, we recorded a net loss of $0.4 million on the disposals of certain assets. During the three months ended June 30, 2018, we recorded a net loss of $2.5 million on the disposals of certain assets.


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Liquids

The following table summarizes the operating results of our Liquids segment for the periods indicated:
 
 
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


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(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.

Propane Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in revenues and cost of sales excluding the impact of derivatives, were due primarily to lower commodity prices, partially offset by increased volumes.

Cost of Sales-Derivatives. Our cost of wholesale propane sales included $3.2 million of net unrealized losses on derivatives and $0.4 million of net realized gains on derivatives during the three months ended June 30, 2019. During the three months ended June 30, 2018, our cost of wholesale propane sales included $0.3 million of net unrealized losses on derivatives and less than $0.1 million of net realized losses on derivatives.

Propane product margins, excluding the impact of derivatives, decreased due to decreasing commodity prices over the quarter.

Butane Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in revenues and cost of sales, excluding the impact of derivatives, were due to lower commodity prices, partially offset by increased volumes.

Cost of Sales-Derivatives. Our cost of butane sales during the three months ended June 30, 2019 included $4.8 million of net unrealized gains on derivatives and $1.3 million of net realized gains on derivatives. Our cost of butane sales included $2.5 million of net unrealized losses on derivatives and $0.1 million of net realized losses on derivatives during the three months ended June 30, 2018.

Butane product margins, excluding the impact of derivatives, increased versus the prior year quarter in large part due to increased volumes and margins on volumes sold into the export market.

Other Products Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in revenues and cost of sales, excluding the impact of derivatives, were due to lower commodity prices, partially offset by increased volumes in our Y-grade business streams.

Cost of Sales-Derivatives. Our cost of sales of other products included $0.2 million of net realized losses on derivatives and less than $0.1 million of net unrealized gains on derivatives during the three months ended June 30, 2019. Our cost of sales of other products during the three months ended June 30, 2018 included $0.6 million of net unrealized gains on derivatives and $0.5 million of net realized gains on derivatives.

Other product sales product margins during the three months ended June 30, 2019 were impacted by decreasing commodity prices.

Service Revenues. This revenue includes storage, terminaling and transportation services income. Revenue for the current quarter increased due to transportation costs associated with increased transloading and Y-grade volumes, as well as the addition of the new terminals in the northeast from the March 2019 acquisition.

Operating and General and Administrative Expenses. Expenses for the current quarter were higher primarily due to the addition of the new terminals in the northeast from the March 2019 acquisition.

Depreciation and Amortization Expense. Expense for the current quarter was higher due to the addition of the new terminals in the northeast from the March 2019 acquisition.

Gain on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2019 and June 30, 2018, we recorded a gain of less than $0.1 million related to the sale of assets.


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Refined Products and Renewables

The following table summarizes the operating results of our Refined Products and Renewables segment for the periods indicated:
 
 
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.

Refined Products Revenues-Excluding Impact of Derivatives and Cost of Sales-Excluding Impact of Derivatives. The increases in revenues-excluding impact of derivatives and cost of sales-excluding impact of derivatives were due to increased

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volumes, partially offset by a decrease in refined products prices. The increased volumes were due primarily to the continued demand for motor fuels. The decrease in prices was due primarily to supply and demand for refined fuels at our wholesale locations. During the three months ended June 30, 2019, Gulf Coast prices decreased compared to such prices during the three months ended June 30, 2018, which negatively affected our margins-excluding impact of derivatives.

Refined Products-Derivative (Gain) Loss. Our margin during the three months ended June 30, 2019 included a gain of $21.4 million from our risk management activities due primarily to unrealized gains on our open forward physical positions. Our margin during the three months ended June 30, 2018 included a loss of $25.1 million from our risk management activities due primarily to NYMEX futures prices increasing on our short future positions.

Renewables Revenues-Excluding Impact of Derivatives and Cost of Sales-Excluding Impact of Derivatives. The increases in revenues-excluding impact of derivatives and cost of sales-excluding impact of derivatives were due primarily to an increase in renewables prices, partially offset by decreased volumes. The increase in prices was due primarily to more sales of biodiesel and ethanol during the three months ended June 30, 2019, compared to more sales of biodiesel renewable identification numbers during the three months ended June 30, 2018.

Renewables-Derivative Loss. Our margin during the three months ended June 30, 2019 included a loss of $4.3 million from our risk management activities due primarily to unrealized losses on our open forward physical positions and NYMEX futures prices increasing on our short future positions. Our margin during the three months ended June 30, 2018 included a loss of $0.8 million from our risk management activities due primarily to NYMEX futures prices increasing on our short future positions.

Service Fees and Other Revenues. The decrease was due primarily to an early termination settlement for one of our sublease agreements during the three months ended June 30, 2018.

Operating and General and Administrative Expenses. The increase was due primarily to acquisitions during the fiscal year ended March 31, 2019 and environmental expenses. During the three months ended June 30, 2018, our environmental expense was lower as a result of an insurance recovery we received related to a historical environmental indemnification agreement.

Depreciation and Amortization Expense. The increase was due primarily to acquisitions during the fiscal year ended March 31, 2019.

Gain on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2018, we recorded a gain of $3.0 million on the sale of our previously held 20% interest in E Energy Adams, LLC.

Corporate and Other

The operating loss within “Corporate and Other” includes the following components for the periods indicated:
 
 
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


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(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.

General and Administrative Expenses. The decrease during the three months ended June 30, 2019 was due primarily to lower equity-based compensation expense as well as lower legal expenses. During the three months ended June 30, 2019, equity-based compensation expense was $3.7 million, compared to $5.5 million during the three months ended June 30, 2018. The decrease is primarily due to the cancellation of our performance awards during the year ended March 31, 2019, which resulted in an approximately $1.3 million decrease, as well as a decrease in bonuses paid in common units of approximately $0.5 million. In addition, legal expenses decreased from approximately $2.8 million during the three months ended June 30, 2018 to $1.2 million during the three months ended June 30, 2019. These decreases were partially offset by an increase in acquisition expenses of approximately $1.0 million.

 
Equity in Earnings of Unconsolidated Entities

The decrease of $0.2 million during the three months ended June 30, 2019 was due primarily to the sale of our investment in E Energy Adams, LLC on May 3, 2018 and the sale of our investment in an unincorporated joint venture as part of the South Pecos water disposal business transaction on February 28, 2019.

Interest Expense

Interest expense includes interest charged on the Revolving Credit Facility (as defined herein) and senior notes, as well as, amortization of debt issuance costs, letter of credit fees, interest on equipment financing notes, and accretion of interest on non-interest bearing debt obligations. The decrease of $6.4 million during the three months ended June 30, 2019 was primarily due to lower average outstanding balances on our revolving credit facility as well as the redemption of our senior unsecured notes that were to mature in 2019 and 2021. This decline was offset by interest expense as a result of the issuance of the 2026 Notes.

Loss on Early Extinguishment of Liabilities, Net

During the three months ended June 30, 2018, the net loss (inclusive of debt issuance costs written off) relates to the early extinguishment of a portion of the outstanding senior unsecured notes.

Other Income (Expense), Net

The following table summarizes the components of other income (expense), net for the periods indicated:
 
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).

Income Tax (Benefit) Expense

Income tax benefit was $0.3 million during the three months ended June 30, 2019, compared to income tax expense of $0.7 million during the three months ended June 30, 2018. See Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion.


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Noncontrolling Interests - Redeemable and Non-redeemable

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third parties. The decrease in the noncontrolling interest loss of $0.5 million during the three months ended June 30, 2019 was due primarily to a loss from operations of Atlantic Propane, LLC in the prior year quarter, which we sold in July 2018, and a loss from operations of the Sawtooth joint venture.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with accounting principles generally accepted in the United States (“GAAP”), we have provided the non-GAAP financial measures of EBITDA and Adjusted EBITDA. These non-GAAP financial measures are not intended to be a substitute for those reported in accordance with GAAP. These measures may be different from non-GAAP financial measures used by other entities, even when similar terms are used to identify such measures.

We define EBITDA as net income (loss) attributable to NGL Energy Partners LP, plus interest expense, income tax expense (benefit), and depreciation and amortization expense. We define Adjusted EBITDA as EBITDA excluding net unrealized gains and losses on derivatives, lower of cost or market adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities, certain legal settlements and other. We also include in Adjusted EBITDA certain inventory valuation adjustments related to our Refined Products and Renewables segment, as discussed below. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss), income (loss) from continuing operations before income taxes, cash flows from operating activities, or any other measure of financial performance calculated in accordance with GAAP, as those items are used to measure operating performance, liquidity or the ability to service debt obligations. We believe that EBITDA provides additional information to investors for evaluating our ability to make quarterly distributions to our unitholders and is presented solely as a supplemental measure. We believe that Adjusted EBITDA provides additional information to investors for evaluating our financial performance without regard to our financing methods, capital structure and historical cost basis. Further, EBITDA and Adjusted EBITDA, as we define them, may not be comparable to EBITDA, Adjusted EBITDA, or similarly titled measures used by other entities.

Other than for our Refined Products and Renewables segment, for purposes of our Adjusted EBITDA calculation, we make a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is open, we record changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, we reverse the previously recorded unrealized gain or loss and record a realized gain or loss. We do not draw such a distinction between realized and unrealized gains and losses on derivatives of our Refined Products and Renewables segment. The primary hedging strategy of our Refined Products and Renewables segment is to hedge against the risk of declines in the value of inventory over the course of the contract cycle, and many of the hedges are six months to one year in duration at inception. The “inventory valuation adjustment” row in the reconciliation table reflects the difference between the market value of the inventory of 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. We include this in Adjusted EBITDA because the unrealized gains and losses associated with derivative contracts associated with the inventory of this segment, which are intended primarily to hedge inventory holding risk and are included in net income, also affect Adjusted EBITDA.


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The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA:
 
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.


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The following tables reconcile depreciation and amortization amounts per the EBITDA table above to depreciation and amortization amounts reported in our unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows for the periods indicated:
 
 
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


The following table reconciles interest expense per the EBITDA table above to interest expense reported in our unaudited condensed consolidated statements of operations for the periods indicated:
 
 
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


The following table summarizes additional amounts attributable to discontinued operations in the EBITDA table above for the period indicated:
 
 
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



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The following tables reconcile operating income (loss) to Adjusted EBITDA by segment for the periods indicated.
 
 
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



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Liquidity, Sources of Capital and Capital Resource Activities

Our principal sources of liquidity and capital are the cash flows from our operations, borrowings under the Revolving Credit Facility and accessing capital markets. See Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a detailed description of our long-term debt. Our cash flows from operations are discussed below.

Our borrowing needs vary during the year due in part to the seasonal nature of our Liquids and Refined Products and Renewables businesses. Our greatest working capital borrowing needs generally occur during the period of June through December, when we are building our natural gas liquids inventories in anticipation of the heating season as well as building our gasoline inventory in anticipation of the winter gasoline contango and blending season. Our working capital borrowing needs generally decline during the period of January through March, when the cash flows from our Liquids segment are the greatest and gasoline inventories need to be minimized due to certain inventory requirements.

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement) to unitholders as of the record date. Available cash for any quarter generally consists of all cash on hand at the end of that quarter, less the amount of cash reserves established by our general partner, to (i) provide for the proper conduct of our business, (ii) comply with applicable law, any of our debt instruments or other agreements, and (iii) provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters.

We believe that our anticipated cash flows from operations and the borrowing capacity under the Revolving Credit Facility are sufficient to meet our liquidity needs. If our plans or assumptions change or are inaccurate, or if we make acquisitions, we may need to raise additional capital or sell assets. Our ability to raise additional capital, if necessary, depends on various factors and conditions, including market conditions. We cannot give any assurances that we can raise additional capital to meet these needs. Commitments or expenditures, if any, we may make toward any acquisition projects are at our discretion.

We believe our Water Solutions and Crude Oil Logistics businesses have organic growth opportunities with the activity in our core basins, including the Delaware Basin and DJ Basin in particular. We plan to pursue a strategy of growth through acquisitions as well as undertaking certain capital expansion projects. We expect to consider financing future acquisitions and capital expansion projects through available capacity on the Revolving Credit Facility or other forms of financing.

Other sources of liquidity during the three months ended June 30, 2019 are discussed below.

Issuance of Class C Preferred Units

During the three months ended June 30, 2019, we issued 1,800,000 of our Class C Preferred Units representing limited partner interests at a price of $25.00 per unit for net proceeds of $42.6 million. See Note 10 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further description of the Class C Preferred Units.

2026 Notes

During the three months ended June 30, 2019, we entered into the 2026 note purchase agreement whereby we issued $450.0 million of the 2026 Notes in a private placement. The 2026 Notes bear interest at 7.50% which is payable on April 15 and October 15 of each year, beginning on October 15, 2019. See Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further description of these notes.

Subsequent Events

See Note 17 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a discussion of transactions that occurred subsequent to June 30, 2019.


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Long-Term Debt

Credit Agreement

We are party to a $1.765 billion credit agreement (the “Credit Agreement”) with a syndicate of banks. As of June 30, 2019, the Credit Agreement includes a revolving credit facility to fund working capital needs, which had a capacity of $1.250 billion for cash borrowings and letters of credit (the “Working Capital Facility”), and a revolving credit facility to fund acquisitions and expansion projects, which had a capacity of $515.0 million (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). The Revolving Credit Facility allows us to reallocate amounts between the Expansion Capital Facility and Working Capital Facility. We had letters of credit of $141.8 million on the Working Capital Facility at June 30, 2019. The commitments under the Credit Agreement expire on October 5, 2021.

We were in compliance with the covenants under the Credit Agreement at June 30, 2019.

Senior Unsecured Notes

The senior unsecured notes include the 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Senior Unsecured Notes”).

On April 9, 2019, we issued $450.0 million of the 2026 Notes in a private placement. Interest is payable on April 15 and October 15 of each year, beginning on October 15, 2019. We received net proceeds of $442.1 million, after the initial purchasers’ discount of $6.8 million and offering costs of $1.1 million. The 2026 Notes mature on April 15, 2026.

At June 30, 2019, we were in compliance with the covenants under the indentures for all of the Senior Unsecured Notes.

Term Credit Agreement

On July 2, 2019, we entered into a term credit agreement with Toronto Dominion (Texas) LLC for a $250.0 million term loan facility. Toronto Dominion (Texas) LLC and certain of its affiliates are also lenders under our Credit Agreement. The commitments under the Term Credit Agreement expire on July 2, 2024.

For a further discussion of the Revolving Credit Facility, Senior Unsecured Notes and the Term Credit Agreement, see Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Revolving Credit Facility Borrowings

The following table summarizes the Revolving Credit Facility borrowings for the periods indicated:
 
 
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



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Capital Expenditures, Acquisitions and Other Investments

The following table summarizes expansion and maintenance capital expenditures (which excludes additions for tank bottoms and line fill and has been prepared on the accrual basis), acquisitions and other investments for the periods indicated. Amounts in the table below include capital expenditures and acquisitions related to our former Retail Propane segment.
 
 
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.

Cash Flows

The following table summarizes the sources (uses) of our cash flows from continuing operations for the periods indicated:
 
 
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


Operating Activities-Continuing Operations. The seasonality of our Liquids business has a significant effect on our cash flows from operating activities. Increases in natural gas liquids prices typically reduce our operating cash flows due to higher cash requirements to fund increases in inventories, and decreases in natural gas liquids prices typically increase our operating cash flows due to lower cash requirements to fund increases in inventories. In our Liquids business, we typically experience operating losses or lower operating income during our first and second quarters, or the six months ending September 30, as a result of lower volumes of natural gas liquids sales and when we are building our inventory levels for the upcoming heating season. The heating season runs through the six months ending March 31. The seasonal motor fuel blend during the third quarter of our fiscal year impacts the value of our gasoline inventory in our Refined Products and Renewables business and also represents a period when we build inventory into our system. We borrow under the Revolving Credit Facility to supplement our operating cash flows during the periods in which we are building inventory. Our operations, and as a result our cash flows, are also impacted by positive and negative movements in commodity prices, which cause fluctuations in the value of inventory, accounts receivable and payables, due to increases and decreases in revenues and cost of sales. The decrease in net cash used in operating activities during the three months ended June 30, 2019 was due primarily to fluctuations in the value of accounts receivable and accounts payable during the three months ended June 30, 2019.

Investing Activities-Continuing Operations. Net cash used in investing activities was $199.2 million during the three months ended June 30, 2019, compared to net cash used in investing activities of $224.5 million during the three months ended June 30, 2018. The decrease in net cash used in investing activities was due primarily to:

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.

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These decreases in net cash used in investing activities were partially offset by:

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.

Financing Activities-Continuing Operations. Net cash provided by financing activities was $138.3 million during the three months ended June 30, 2019, compared to net cash provided by financing activities of $280.6 million during the three months ended June 30, 2018. The decrease in net cash provided by financing activities was due primarily to:

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.

These decreases in net cash provided by financing activities were partially offset by:

$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.

Distributions Declared

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement) to unitholders as of the record date. See further discussion of our cash distribution policy in Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities included in our Annual Report.

On June 14, 2019, the board of directors of our general partner declared a distribution on the 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) and the Class C Preferred Units for the three months ended June 30, 2019 of $4.7 million and $1.1 million, respectively. The distributions were paid to the holders of the Class B Preferred Units and the Class C Preferred Units on July 15, 2019.

On July 23, 2019, the board of directors of our general partner declared a distribution of $0.39 per common unit to the unitholders of record on August 7, 2019. The distribution is to be paid on August 14, 2019.

For a further discussion of our distributions, see Note 10 to our unaudited condensed consolidated financial statements included in this Quarterly Report.


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Contractual Obligations

The following table summarizes our contractual obligations at June 30, 2019 for our fiscal years ending thereafter:
 
 
 
 
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.


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Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements other than the letters of credit discussed in Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report and short-term leases discussed in Note 15 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Environmental Legislation

See our Annual Report for a discussion of proposed environmental legislation and regulations that, if enacted, could result in increased compliance and operating costs. However, at this time we cannot predict the structure or outcome of any future legislation or regulations or the eventual cost we could incur in compliance.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements that are applicable to us, see Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires the selection and application of appropriate accounting principles to the relevant facts and circumstances of our operations and the use of estimates made by management. We have identified certain accounting policies that are most important to the portrayal of our consolidated financial position and results of operations. The application of these accounting policies, which requires subjective or complex judgments regarding estimates and projected outcomes of future events, and changes in these accounting policies, could have a material effect on our consolidated financial statements. There have been no material changes in the critical accounting policies previously disclosed in our Annual Report.


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Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

A significant portion of our long-term debt is variable-rate debt. Changes in interest rates impact the interest payments of our variable-rate debt but generally do not impact the fair value of the liability. Conversely, changes in interest rates impact the fair value of our fixed-rate debt but do not impact its cash flows.

The Revolving Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At June 30, 2019, we had $1.2 billion of outstanding borrowings under the Revolving Credit Facility at a weighted average interest rate of 4.27%. A change in interest rates of 0.125% would result in an increase or decrease of our annual interest expense of $1.4 million, based on borrowings outstanding at June 30, 2019.

Commodity Price and Credit Risk

Our operations are subject to certain business risks, including commodity price risk and credit risk. Commodity price risk is the risk that the market value of crude oil, natural gas liquids, or refined and renewables products will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract.

Procedures and limits for managing commodity price risks and credit risks are specified in our market risk policy and credit policy, respectively. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel. Credit risk is monitored daily and exposure is minimized through customer deposits, restrictions on product liftings, letters of credit, and entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions. At June 30, 2019, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers.

The crude oil, natural gas liquids, and refined and renewables products industries are “margin-based” and “cost-plus” businesses in which gross profits depend on the differential of sales prices over supply costs. We have no control over market conditions. As a result, our profitability may be impacted by sudden and significant changes in the price of crude oil, natural gas liquids, and refined and renewables products.

We engage in various types of forward contracts and financial derivative transactions to reduce the effect of price volatility on our product costs, to protect the value of our inventory positions, and to help ensure the availability of product during periods of short supply. We attempt to balance our contractual portfolio by purchasing volumes when we have a matching purchase commitment from our wholesale and retail customers. We may experience net unbalanced positions from time to time. In addition to our ongoing policy to maintain a balanced position, for accounting purposes we are required, on an ongoing basis, to track and report the market value of our derivative portfolio.

Although we use financial derivative instruments to reduce the market price risk associated with forecasted transactions, we do not account for financial derivative transactions as hedges. All changes in the fair value of our physical contracts that do not qualify as normal purchases and normal sales and settlements (whether cash transactions or non-cash mark-to-market adjustments) are reported either within revenue (for sales contracts) or cost of sales (for purchase contracts) in our unaudited condensed consolidated statements of operations, regardless of whether the contract is physically or financially settled.


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The following table summarizes the hypothetical impact on the June 30, 2019 fair value of our commodity derivatives of an increase of 10% in the value of the underlying commodity (in thousands):
 
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


Fair Value

We use observable market values for determining the fair value of our derivative instruments. In cases where actively quoted prices are not available, other external sources are used which incorporate information about commodity prices in actively quoted markets, quoted prices in less active markets and other market fundamental analysis.

Item 4.
Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed in our filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our general partner, as appropriate, to allow timely decisions regarding required disclosure.

We completed an evaluation under the supervision and with participation of our management, including the principal executive officer and principal financial officer of our general partner, of the effectiveness of the design and operation of our disclosure controls and procedures at June 30, 2019. Based on this evaluation, the principal executive officer and principal financial officer of our general partner have concluded that as of June 30, 2019, such disclosure controls and procedures were effective to provide the reasonable assurance described above.

There have been no changes in our internal controls over financial reporting (as defined in Rule 13(a)-15(f) of the Exchange Act) during the three months ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


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PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

We are involved from time to time in various legal proceedings and claims arising in the ordinary course of business. For information related to legal proceedings, see the discussion under the captions “Legal Contingencies” and “Environmental Matters” in Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report, which is incorporated by reference into this Item 1.

Item 1A.    Risk Factors

There have been no material changes in the risk factors previously disclosed in Part I, Item 1A–“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

On April 9, 2019, we issued $450.0 million of 7.50% Senior Unsecured Notes Due 2026 (the “2026 Notes”) in a private placement. Interest is payable on April 15 and October 15 of each year, beginning on October 15, 2019. The 2026 Notes mature on April 15, 2026. See Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Item 3.    Defaults Upon Senior Securities

Not applicable.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.


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Item 6.    Exhibits
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.

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**
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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
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


76


Exhibit 31.1
CERTIFICATION

I, H. Michael Krimbill, certify that:

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





Exhibit 31.2
CERTIFICATION

I, Robert W. Karlovich III, certify that:

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
 





Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of NGL Energy Partners LP (the “Partnership”) on Form 10-Q for the fiscal quarter ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Michael Krimbill, Chief Executive Officer of NGL Energy Holdings LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

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

This certification is being furnished solely pursuant to Section 906 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 32.2

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of NGL Energy Partners LP (the “Partnership”) on Form 10-Q for the fiscal quarter ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert W. Karlovich III, Chief Financial Officer of NGL Energy Holdings LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

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

This certification is being furnished solely pursuant to Section 906 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.