8-K

NGL Energy Partners LP (NGL)

8-K 2020-02-06 For: 2020-02-06
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 6, 2020

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware 001-35172 27-3427920
(State or other jurisdiction of<br><br>incorporation or organization) (Commission File Number) (I.R.S. Employer<br><br>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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.   o



Item 2.02. Results of Operations and Financial Condition.

A press release issued by NGL Energy Partners LP (the “Partnership”) on February 6, 2020, regarding financial results for the quarter and fiscal year ended December 31, 2019, is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being “furnished” pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporated language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press release dated February 6, 2020.
101 Cover Page formatted as Inline XBRL.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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

NGL ENERGY PARTNERS LP
By: NGL Energy Holdings LLC,
its general partner
Date: February 6, 2020 By: /s/ Robert W. Karlovich III
Robert W. Karlovich III
Chief Financial Officer
		Exhibit

EXHIBIT 99.1

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

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

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

Highlights for the quarter include:

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

The following table summarizes operating income (loss) and Adjusted EBITDA from continuing operations by operating segment for the periods indicated:

Quarter Ended
December 31, 2019 December 31, 2018
Operating Income (Loss) Adjusted EBITDA Operating Income (Loss) Adjusted EBITDA
(in thousands)
Crude Oil Logistics $ 28,696 $ 55,575 $ 32,022 $ 50,693
Liquids 64,084 69,129 21,532 26,992
Water Solutions (583 ) 62,214 86,737 48,250
Refined Products and Renewables 24,954 24,082 20,552 9,118
Corporate and Other (20,756 ) (10,489 ) (16,394 ) (3,728 )
Total $ 96,395 $ 200,511 $ 144,449 $ 131,325

The tables included in this release reconcile operating income (loss) to Adjusted EBITDA from continuing operations, a non-GAAP financial measure, for each of our operating segments.

Crude Oil Logistics

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

Liquids

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

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

Water Solutions

The Partnership processed approximately 1,585,000 barrels of produced water per day during the quarter ended December 31, 2019, a 58.8% increase when compared to approximately 999,000 barrels of produced water per day during the quarter ended December 31, 2018. Water Solutions revenue increased to $121.6 million for the quarter ended December 31, 2019, a 61.3% increase over the comparable prior year quarter as a result of the increase in volume, which was primarily driven by our acquisition of Mesquite Disposals Unlimited, LLC (“Mesquite”) and Hillstone. These increases were partially offset by the sale of our Bakken and South Pecos water disposal businesses during the fiscal year ended March 31, 2019.

Revenues from recovered hydrocarbons, including the impact from realized skim oil hedges, totaled $17.8 million for the quarter ended December 31, 2019, a decrease of $5.5 million from the prior year period. The decrease was primarily due to realized gains on our derivatives of $1.3 million for the quarter ended December 31, 2019 compared to realized gains of $6.1 million for the quarter ended December 31, 2018, and lower skim oil volumes resulting from the sale of our Bakken and South Pecos water disposal businesses. Additionally, the percentage of recovered hydrocarbons per barrel of produced water processed decreased during the quarter ended December 31, 2019, when compared to the quarter ended December 31, 2018, due to an increase in produced water transported through pipelines (which contains less oil per barrel of produced water) and contract structures that allow producers to keep the skim oil recovered from produced water.


Refined Products and Renewables

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

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

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

Corporate and Other

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

Capitalization and Liquidity

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

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

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


Fiscal 2020 Guidance Update

For Fiscal 2020, the Partnership expects to generate Adjusted EBITDA from continuing operations in a range for each of its operating segments as follows:

FY 2020 Adjusted EBITDA Ranges
Low High
(in thousands)
Crude Oil Logistics $ 215,000 $ 220,000
Water Solutions 240,000 250,000
Liquids 115,000 120,000
Refined Products and Renewables 35,000 40,000
Corporate and Other (40,000 ) (35,000 )
Total Guidance Range $ 565,000 $ 595,000

Third Quarter Conference Call Information

A conference call to discuss NGL’s results of operations is scheduled for 10:00 am Central Time on Thursday, February 6, 2020. Analysts, investors, and other interested parties may access the conference call by dialing (800) 291-4083 and providing access code 2980107. An archived audio replay of the conference call will be available for 7 days beginning at 1:00 pm Central Time on February 6, 2020, which can be accessed by dialing (855) 859-2056 and providing access code 4747666.

Non-GAAP Financial Measures

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

Other than for NGL’s Refined Products and Renewables segment, for purposes of the Adjusted EBITDA calculation, NGL makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is open, NGL records changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, NGL reverses the previously recorded unrealized gain or loss and records a realized gain or loss. NGL does not draw such a distinction between realized and unrealized gains and losses on derivatives of NGL’s Refined Products and Renewables segment. The primary hedging strategy of NGL’s Refined Products and Renewables segment is to hedge against the risk of declines in the value of inventory over the course of the contract cycle, and many of the hedges are six months to one year in duration at inception. The “inventory valuation adjustment” row in the reconciliation table reflects the difference between the market value of the inventory of NGL’s Refined Products and Renewables segment at the balance sheet date and its cost, adjusted for the impact of seasonal market movements related to our base inventory and the related hedge. NGL includes this in Adjusted EBITDA because the unrealized gains and losses associated with derivative contracts associated with the inventory of this segment, which are intended primarily to hedge inventory holding risk and are included in net income, also affect Adjusted EBITDA.

Distributable Cash Flow is defined as Adjusted EBITDA minus maintenance capital expenditures, income tax expense, cash interest expense, preferred unit distributions and other. Maintenance capital expenditures represent capital expenditures necessary to maintain the Partnership’s operating capacity. Distributable Cash Flow is a performance metric used by senior management to compare cash flows generated by the Partnership (excluding growth capital expenditures and prior to the


establishment of any retained cash reserves by the Board of Directors) to the cash distributions expected to be paid to unitholders. Using this metric, management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. This financial measure also is important to investors as an indicator of whether the Partnership is generating cash flow at a level that can sustain, or support an increase in, quarterly distribution rates. Actual distribution amounts are set by the Board of Directors.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes such forward-looking statements are reasonable, NGL cannot assure they will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

NGL provides Adjusted EBITDA guidance that does not include certain charges and costs, which in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior periods, such as income taxes, interest and other non-operating items, depreciation and amortization, net unrealized gains and losses on derivatives, lower of cost or market adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities and items that are unusual in nature or infrequently occurring. The exclusion of these charges and costs in future periods will have a significant impact on the Partnership’s Adjusted EBITDA, and the Partnership is not able to provide a reconciliation of its Adjusted EBITDA guidance to net income (loss) without unreasonable efforts due to the uncertainty and variability of the nature and amount of these future charges and costs and the Partnership believes that such reconciliation, if possible, would imply a degree of precision that would be potentially confusing or misleading to investors.

About NGL Energy Partners LP

NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary businesses: Crude Oil Logistics, Water Solutions, Liquids, and Refined Products and Renewables. NGL completed its initial public offering in May 2011. For further information, visit the Partnership’s website at www.nglenergypartners.com.

NGL Energy Partners LP

Trey Karlovich, 918-481-1119

Chief Financial Officer and Executive Vice President

Trey.Karlovich@nglep.com

or

Linda Bridges, 918-481-1119

Senior Vice President - Finance and Treasurer

Linda.Bridges@nglep.com


NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(in Thousands, except unit amounts)

December 31, 2019 March 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 12,008 $ 18,572
Accounts receivable-trade, net of allowance for doubtful accounts of $4,055 and $4,016, respectively 947,534 998,203
Accounts receivable-affiliates 12,445 12,867
Inventories 183,738 136,128
Prepaid expenses and other current assets 90,694 65,918
Assets held for sale 95,093 580,985
Total current assets 1,341,512 1,812,673
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $504,731 and $417,457, respectively 2,704,112 1,828,940
GOODWILL 1,307,055 1,110,456
INTANGIBLE ASSETS, net of accumulated amortization of $603,573 and $503,117, respectively 1,600,555 800,889
INVESTMENTS IN UNCONSOLIDATED ENTITIES 22,236 1,127
OPERATING LEASE RIGHT-OF-USE ASSETS 183,141
OTHER NONCURRENT ASSETS 83,944 113,857
ASSETS HELD FOR SALE 234,551
Total assets $ 7,242,555 $ 5,902,493
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable-trade $ 846,767 $ 879,063
Accounts payable-affiliates 29,374 28,469
Accrued expenses and other payables 352,848 107,759
Advance payments received from customers 29,993 8,461
Current maturities of long-term debt 4,835 648
Operating lease obligations 57,091
Liabilities held for sale 40,899 226,753
Total current liabilities 1,361,807 1,251,153
LONG-TERM DEBT, net of debt issuance costs of $20,263 and $12,008, respectively, and current maturities 3,068,205 2,160,133
OPERATING LEASE OBLIGATIONS 122,798
OTHER NONCURRENT LIABILITIES 104,060 63,542
NONCURRENT LIABILITIES HELD FOR SALE 33
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 0 and 19,942,169 preferred units issued and outstanding, respectively 149,814
CLASS D 9.00% PREFERRED UNITS, 600,000 and 0 preferred units issued and outstanding, respectively 531,768
EQUITY:
General partner, representing a 0.1% interest, 128,477 and 124,633 notional units, respectively (51,038 ) (50,603 )
Limited partners, representing a 99.9% interest, 128,348,906 and 124,508,497 common units issued and outstanding, respectively 1,682,071 2,067,197
Class B preferred limited partners, 12,585,642 and 8,400,000 preferred units issued and outstanding, respectively 305,488 202,731
Class C preferred limited partners, 1,800,000 and 0 preferred units issued and outstanding, respectively 42,905
Accumulated other comprehensive loss (248 ) (255 )
Noncontrolling interests 74,739 58,748
Total equity 2,053,917 2,277,818
Total liabilities and equity $ 7,242,555 $ 5,902,493

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(in Thousands, except unit and per unit amounts)

Three Months Ended December 31, Nine Months Ended December 31,
2019 2018 2019 2018
REVENUES:
Crude Oil Logistics $ 690,989 $ 751,180 $ 2,048,301 $ 2,395,064
Water Solutions 121,607 75,458 294,639 231,367
Liquids 685,625 749,433 1,361,781 1,759,772
Refined Products and Renewables 728,028 718,979 2,197,236 2,178,734
Other 280 319 799 1,066
Total Revenues 2,226,529 2,295,369 5,902,756 6,566,003
COST OF SALES:
Crude Oil Logistics 628,443 685,417 1,847,382 2,226,397
Water Solutions 14,004 (39,470 ) 4,701 (17,309 )
Liquids 592,340 707,187 1,205,938 1,668,646
Refined Products and Renewables 700,248 695,033 2,155,247 2,167,458
Other 437 494 1,337 1,481
Total Cost of Sales 1,935,472 2,048,661 5,214,605 6,046,673
OPERATING COSTS AND EXPENSES:
Operating 94,412 60,465 230,610 172,219
General and administrative 29,150 24,759 93,400 86,428
Depreciation and amortization 73,726 53,281 190,593 157,771
(Gain) loss on disposal or impairment of assets, net (12,626 ) (36,246 ) (10,482 ) 71,077
Revaluation of liabilities 10,000 10,000 800
Operating Income 96,395 144,449 174,030 31,035
OTHER INCOME (EXPENSE):
Equity in earnings of unconsolidated entities 534 1,777 277 2,375
Interest expense (46,920 ) (39,151 ) (131,814 ) (126,776 )
Loss on early extinguishment of liabilities, net (10,083 ) (10,220 )
Other (expense) income, net (226 ) 1,187 967 (31,415 )
Income (Loss) From Continuing Operations Before Income Taxes 49,783 98,179 43,460 (135,001 )
INCOME TAX EXPENSE (677 ) (980 ) (996 ) (2,322 )
Income (Loss) From Continuing Operations 49,106 97,199 42,464 (137,323 )
(Loss) Income From Discontinued Operations, net of Tax (6,115 ) 13,329 (192,800 ) 433,501
Net Income (Loss) 42,991 110,528 (150,336 ) 296,178
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 166 307 563 1,170
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS 446
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP $ 43,157 $ 110,835 $ (149,773 ) $ 297,794
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS $ 28,895 $ 67,656 $ (123,792 ) $ (209,928 )
NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS $ (6,109 ) $ 13,316 $ (192,607 ) $ 433,513
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS $ 22,786 $ 80,972 $ (316,399 ) $ 223,585
BASIC INCOME (LOSS) PER COMMON UNIT
Income (Loss) From Continuing Operations $ 0.23 $ 0.54 $ (0.97 ) $ (1.71 )
(Loss) Income From Discontinued Operations, net of Tax $ (0.05 ) $ 0.11 $ (1.52 ) $ 3.53
Net Income (Loss) $ 0.18 $ 0.65 $ (2.49 ) $ 1.82
DILUTED INCOME (LOSS) PER COMMON UNIT
Income (Loss) From Continuing Operations $ 0.22 $ 0.53 $ (0.97 ) $ (1.71 )
(Loss) Income From Discontinued Operations, net of Tax $ (0.05 ) $ 0.11 $ (1.52 ) $ 3.53
Net Income (Loss) $ 0.18 $ 0.64 $ (2.49 ) $ 1.82
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING 128,201,369 123,892,680 127,026,510 122,609,625
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING 129,358,590 125,959,751 127,026,510 122,609,625

EBITDA, ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW RECONCILIATION

(Unaudited)

The following table reconciles NGL’s net income (loss) to NGL’s EBITDA, Adjusted EBITDA and Distributable Cash Flow:

Three Months Ended December 31, Nine Months Ended December 31,
2019 2018 2019 2018
(in thousands)
Net income (loss) $ 42,991 $ 110,528 $ (150,336 ) $ 296,178
Less: Net loss attributable to noncontrolling interests 166 307 563 1,170
Less: Net loss attributable to redeemable noncontrolling interests 446
Net income (loss) attributable to NGL Energy Partners LP 43,157 110,835 (149,773 ) 297,794
Interest expense 46,946 39,151 131,969 126,930
Income tax expense 676 988 1,015 2,454
Depreciation and amortization 72,939 54,153 191,049 169,235
EBITDA 163,718 205,127 174,260 596,413
Net unrealized losses (gains) on derivatives 16,787 (47,909 ) 7,851 (30,849 )
Inventory valuation adjustment (1) (370 ) (61,665 ) (25,555 ) (60,497 )
Lower of cost or market adjustments (646 ) 48,198 (2,465 ) 47,785
(Gain) loss on disposal or impairment of assets, net (4,837 ) (36,507 ) 171,757 (337,925 )
Loss on early extinguishment of liabilities, net 10,083 10,220
Equity-based compensation expense (2) 2,213 7,845 27,209 32,575
Acquisition expense (3) 11,419 5,155 18,595 9,270
Revaluation of liabilities (4) 10,000 10,000 800
Gavilon legal matter settlement (5) (212 ) 34,788
Other (6) 4,026 2,475 10,681 5,694
Adjusted EBITDA $ 202,310 $ 132,590 $ 392,333 $ 308,274
Adjusted EBITDA - Discontinued Operations $ 1,799 $ 1,265 $ (35,362 ) $ 3,839
Adjusted EBITDA - Continuing Operations $ 200,511 $ 131,325 $ 427,695 $ 304,435
Less: Cash interest expense (7) 43,919 36,922 124,406 119,644
Less: Income tax expense 676 982 995 2,322
Less: Maintenance capital expenditures 16,964 9,521 50,354 33,457
Less: Preferred unit distributions 12,612 11,174 31,484 33,522
Less: Other (8) 515 237 642 546
Distributable Cash Flow - Continuing Operations $ 125,825 $ 72,489 $ 219,814 $ 114,944
(1) Amount reflects the difference between the market value of the inventory of NGL’s Refined Products and Renewables segment at the balance sheet date and its cost, adjusted for the impact of seasonal market movements related to our base inventory and the related hedge. See “Non-GAAP Financial Measures” above for a further discussion.
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(2) Equity-based compensation expense in the table above may differ from equity-based compensation expense reported in the footnotes to our unaudited condensed consolidated financial statements included in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019. Amounts reported in the table above include expense accruals for bonuses expected to be paid in common units, whereas the amounts reported in the footnotes to our unaudited condensed consolidated financial statements only include expenses associated with equity-based awards that have been formally granted.
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(3) Amounts represent expenses we incurred related to legal and advisory costs associated with acquisitions, including Mesquite and Hillstone, along with amounts accrued related to the LCT Capital, LLC legal matter (as discussed in the footnotes to our unaudited condensed consolidated financial statements included in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019), partially offset by reimbursement for certain legal costs incurred in prior periods.
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(4) Amounts for the three months and nine months ended December 31, 2019 represent the non-cash valuation adjustment of our contingent consideration liability issued by us as part of our acquisition of Mesquite (as discussed in the footnotes to our unaudited condensed consolidated financial statements included in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019). Amount for the nine months ended December 31, 2018 represents the non-cash valuation adjustment of contingent consideration liabilities, offset by the cash payments, related to royalty agreements acquired as part of acquisitions in our Water Solutions segment.
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(5) Represents the accrual for the estimated cost of the settlement of the Gavilon legal matter (as discussed in the footnotes to our unaudited condensed consolidated financial statements included in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019). We have excluded this amount from Adjusted EBITDA as it relates to transactions that occurred prior to our acquisition of Gavilon LLC in December 2013.
(6) Amounts for the three months and nine months ended December 31, 2019 and 2018 represent non-cash operating expenses related to our Grand Mesa Pipeline, unrealized losses on marketable securities and accretion expense for asset retirement obligations.
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(7) Amounts represent interest expense payable in cash for the period presented, excluding changes in the accrued interest balance.
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(8) Amounts represents cash paid to settle asset retirement obligations.
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ADJUSTED EBITDA RECONCILIATION BY SEGMENT

Three Months Ended December 31, 2019
Crude Oil<br>Logistics Water<br>Solutions Liquids Refined<br>Products<br>and<br>Renewables Corporate<br>and<br>Other Continuing Operations Discontinued Operations (TPSL, Mid-Con, Gas Blending) Consolidated
(in thousands)
Operating income (loss) $ 28,696 $ (583 ) $ 64,084 $ 24,954 $ (20,756 ) $ 96,395 $ $ 96,395
Depreciation and amortization 17,950 48,074 6,811 132 759 73,726 73,726
Amortization recorded to cost of sales 21 65 86 86
Net unrealized losses (gains) on derivatives 6,060 11,924 (1,197 ) 16,787 16,787
Inventory valuation adjustment (2,099 ) (2,099 ) (2,099 )
Lower of cost or market adjustments (18 ) (18 ) (18 )
Gain on disposal or impairment of assets, net (182 ) (12,176 ) (26 ) (242 ) (12,626 ) (12,626 )
Equity-based compensation expense 2,213 2,213 2,213
Acquisition expense 3,967 7,452 11,419 11,419
Other income (expense), net 64 (450 ) 17 24 119 (226 ) (226 )
Adjusted EBITDA attributable to unconsolidated entities 685 17 (34 ) 668 668
Adjusted EBITDA attributable to noncontrolling interest (203 ) (616 ) (819 ) (819 )
Revaluation of liabilities 10,000 10,000 10,000
Intersegment transactions (1) 979 979 979
Other 2,987 976 18 45 4,026 4,026
Discontinued operations 1,799 1,799
Adjusted EBITDA $ 55,575 $ 62,214 $ 69,129 $ 24,082 $ (10,489 ) $ 200,511 $ 1,799 $ 202,310

Three Months Ended December 31, 2018
Discontinued Operations
Crude Oil<br>Logistics Water<br>Solutions Liquids Refined<br>Products<br>and<br>Renewables Corporate<br>and<br>Other Continuing Operations TPSL, Mid-Con, Gas Blending Retail Propane Consolidated
(in thousands)
Operating income (loss) $ 32,022 $ 86,737 $ 21,532 $ 20,552 $ (16,394 ) $ 144,449 $ $ $ 144,449
Depreciation and amortization 18,387 27,561 6,412 168 753 53,281 53,281
Amortization recorded to cost of sales 37 64 101 101
Net unrealized gains on derivatives (13,165 ) (34,114 ) (630 ) (47,909 ) (47,909 )
Inventory valuation adjustment (2,881 ) (2,881 ) (2,881 )
Lower of cost or market adjustments 11,446 1,572 13,018 13,018
Gain on disposal or impairment of assets, net (75 ) (36,171 ) (36,246 ) (36,246 )
Equity-based compensation expense 7,845 7,845 7,845
Acquisition expense 3,459 1,696 5,155 5,155
Other income (expense), net 3 (1,134 ) 19 (285 ) 2,584 1,187 1,187
Adjusted EBITDA attributable to unconsolidated entities 1,845 1,845 1,845
Adjusted EBITDA attributable to noncontrolling interest (33 ) (394 ) (427 ) (427 )
Gavilon legal matter settlement (212 ) (212 ) (212 )
Intersegment transactions (1) (10,359 ) (10,359 ) (10,359 )
Other 2,075 100 16 287 2,478 2,478
Discontinued operations 1,423 (158 ) 1,265
Adjusted EBITDA $ 50,693 $ 48,250 $ 26,992 $ 9,118 $ (3,728 ) $ 131,325 $ 1,423 $ (158 ) $ 132,590

Nine Months Ended December 31, 2019
Crude Oil<br>Logistics Water<br>Solutions Liquids Refined<br>Products<br>and<br>Renewables Corporate<br>and<br>Other Continuing Operations Discontinued Operations (TPSL, Mid-Con, Gas Blending) Consolidated
(in thousands)
Operating income (loss) $ 101,018 $ 34,380 $ 80,965 $ 32,242 $ (74,575 ) $ 174,030 $ $ 174,030
Depreciation and amortization 53,228 114,066 20,651 383 2,265 190,593 190,593
Amortization recorded to cost of sales 67 195 262 262
Net unrealized losses on derivatives 76 5,887 1,888 7,851 7,851
Inventory valuation adjustment (264 ) (264 ) (264 )
Lower of cost or market adjustments (1,508 ) 19 (1,489 ) (1,489 )
Gain on disposal or impairment of assets, net (1,428 ) (9,021 ) (33 ) (10,482 ) (10,482 )
Equity-based compensation expense 27,209 27,209 27,209
Acquisition expense 3,987 14,608 18,595 18,595
Other income (expense), net 103 (452 ) 61 (20 ) 1,275 967 967
Adjusted EBITDA attributable to unconsolidated entities 685 (5 ) (170 ) 510 510
Adjusted EBITDA attributable to noncontrolling interest (597 ) (1,296 ) (1,893 ) (1,893 )
Revaluation of liabilities 10,000 10,000 10,000
Intersegment transactions (1) 1,125 1,125 1,125
Other 9,284 1,247 53 97 10,681 10,681
Discontinued operations (35,362 ) (35,362 )
Adjusted EBITDA $ 162,281 $ 160,182 $ 100,843 $ 33,777 $ (29,388 ) $ 427,695 $ (35,362 ) $ 392,333

Nine Months Ended December 31, 2018
Discontinued Operations
Crude Oil<br>Logistics Water<br>Solutions Liquids Refined<br>Products<br>and<br>Renewables Corporate<br>and<br>Other Continuing Operations TPSL, Mid-Con, Gas Blending Retail Propane Consolidated
(in thousands)
Operating (loss) income $ (36,694 ) $ 97,476 $ 34,913 $ 4,516 $ (69,176 ) $ 31,035 $ $ $ 31,035
Depreciation and amortization 56,486 79,212 19,339 504 2,230 157,771 157,771
Amortization recorded to cost of sales 80 110 195 385 385
Net unrealized (gains) losses on derivatives (11,895 ) (23,216 ) 4,183 (30,928 ) (30,928 )
Inventory valuation adjustment (2,592 ) (2,592 ) (2,592 )
Lower of cost or market adjustments 11,446 (504 ) 1,583 12,525 12,525
Loss (gain) on disposal or impairment of assets, net 105,186 (32,966 ) 994 (3,026 ) 889 71,077 71,077
Equity-based compensation expense 32,575 32,575 32,575
Acquisition expense 3,459 161 5,696 9,316 9,316
Other income (expense), net 26 (1,504 ) 63 (343 ) (29,657 ) (31,415 ) (31,415 )
Adjusted EBITDA attributable to unconsolidated entities 2,214 476 2,690 2,690
Adjusted EBITDA attributable to noncontrolling interest (119 ) (945 ) (1,064 ) (1,064 )
Revaluation of liabilities 800 800 800
Gavilon legal matter settlement 34,788 34,788 34,788
Intersegment transactions (1) 11,778 11,778 11,778
Other 4,976 304 49 365 5,694 5,694
Discontinued operations (1,028 ) 4,867 3,839
Adjusted EBITDA $ 129,611 $ 125,660 $ 58,363 $ 13,456 $ (22,655 ) $ 304,435 $ (1,028 ) $ 4,867 $ 308,274
(1) Amount reflects the intersegment transactions between the continuing businesses within the Refined Products and Renewables segment and TPSL, Mid-Con and Gas Blending that are eliminated in consolidation.
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OPERATIONAL DATA

(Unaudited)

Three Months Ended Nine Months Ended
December 31, December 31,
2019 2018 2019 2018
(in thousands, except per day amounts)
Crude Oil Logistics:
Crude oil sold (barrels) 11,217 12,333 32,929 35,449
Crude oil transported on owned pipelines (barrels) 12,202 11,820 34,913 31,385
Crude oil storage capacity - owned and leased (barrels) (1) 5,362 5,362
Crude oil inventory (barrels) (1) 866 1,204
Water Solutions:
Produced water processed (barrels per day)
Northern Delaware Basin (2) 845,817 36,147 788,630 14,719
Permian Basin 325,061 461,722 323,217 455,211
Eagle Ford Basin 242,238 282,070 263,064 277,431
DJ Basin 162,456 177,412 167,178 159,980
Other Basins 9,813 41,173 10,976 68,209
Total 1,585,385 998,524 1,553,065 975,550
Solids processed (barrels per day) 6,132 7,284 5,779 6,728
Skim oil sold (barrels per day) 3,429 3,609 3,124 3,516
Liquids:
Propane sold (gallons) 468,332 428,961 975,782 929,401
Butane sold (gallons) 276,046 201,891 588,694 446,340
Other products sold (gallons) 133,392 130,362 377,264 372,282
Liquids storage capacity - owned and leased (gallons) (1) 397,343 399,757
Propane inventory (gallons) (1) 123,265 120,239
Butane inventory (gallons) (1) 50,867 34,488
Other products inventory (gallons) (1) 15,858 8,367
Refined Products and Renewables (continuing operations):
Gasoline sold (barrels) 2,994 3,031 8,978 8,129
Diesel sold (barrels) 4,790 4,818 14,365 14,045
Ethanol sold (barrels) 640 592 1,773 1,757
Biodiesel sold (barrels) 210 237 568 815
Refined Products and Renewables storage capacity - leased (barrels) (1) 189 73
Diesel inventory (barrels) (1) 124 162
Ethanol inventory (barrels) (1) 40 592
Biodiesel inventory (barrels) (1) 134 100
(1) Information is presented as of December 31, 2019 and December 31, 2018, respectively.
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(2) Barrels per day of wastewater processed by the assets acquired in the Mesquite and Hillstone transaction are calculated by the number of days in which we owned the assets for the periods presented.
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