NGL Energy Partners LP 10-Q for FY2026 Q1
NGL Energy Partners LP (NGL)
10-Q
2025-08-07
For: 2025-06-30
View Original
Added on
April 04, 2026
About this 10-Q
NGL Energy Partners LP filed this 10-Q on August 7, 2025, covering the quarter ended June 30, 2025 (FY2026 Q1).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $622.16M
- down 18.1% from $759.23M a year earlier
- Net income
- $68.92M
- up 611.8% from net income of $9.68M a year earlier
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, 2025
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
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
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 | o | x | ||||||||||||
| 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 ☒
At August 5, 2025, there were 127,847,423 common units issued and outstanding.
TABLE OF CONTENTS
Unaudited Condensed Consolidated Balance Sheets at June 30, 2025 and March 31, 2025 | ||||||||
Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024 | ||||||||
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2025 and 2024 | ||||||||
Unaudited Condensed Consolidated Statements of Changes in Equity for the three months ended June 30, 2025 and 2024 | ||||||||
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024 | ||||||||
i
Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains various forward-looking statements and information that are based on NGL Energy Partners LP’s (“we,” “us,” “our,” or the “Partnership”) beliefs and those of our general partner (“GP”), 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 GP believe such forward-looking statements are reasonable, neither we nor our GP 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 and energy prices generally;
•the general level of demand, and the availability of supply for crude oil, natural gas liquids and gasoline;
•the level of crude oil and natural gas drilling and production in areas where we have operations and facilities;
•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;
•the effect of weather conditions on supply and demand for crude oil, natural gas liquids and gasoline;
•the effect of natural disasters, earthquakes, hurricanes, tornados, lightning strikes, or other significant weather events;
•the availability of local, intrastate, and interstate transportation infrastructure with respect to our transportation services;
•the availability, price, and marketing of competing fuels;
•the effect of energy conservation efforts on product demand;
•energy efficiencies and technological trends;
•the issuance of executive orders, changes in applicable laws, regulations and policies, including tax, environmental, transportation, and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the effect of such laws, regulations and policies (now existing or in the future) on our business operations;
•the effect of executive orders and legislative and regulatory actions on hydraulic fracturing, water disposal and transportation, the treatment of flowback and produced water, seismic activity, and drilling and right-of-way access on federal and state lands;
•delays or restrictions in obtaining, utilizing or maintaining permits and/or rights-of-way by us or our customers;
•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 and natural gas liquids industries and competition from other markets;
•loss of key personnel;
•the impact of competition on our operations, including our ability to renew contracts with key customers;
•the ability to maintain or increase the margins we realize for our services;
•the ability to renew leases for our leased equipment and storage facilities;
•inflation, interest rates, tariffs and general economic conditions (including recessions and other future disruptions and volatility in the global credit markets, as well as the impact of these events on customers and suppliers);
•the nonpayment, nonperformance or bankruptcy 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;
1
•the ability to successfully identify and complete accretive organic growth projects;
•the costs and effects of legal and administrative proceedings;
•changes in general economic conditions, including market and macroeconomic disruptions resulting from global pandemics and related governmental responses, and international military conflicts (such as the war in Ukraine and conflicts in the Middle East);
•political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and sale of crude oil, natural gas and natural gas liquids; and
•information technology risks including the risk from cyberattacks, cybersecurity breaches, and other disruptions to our information systems.
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, 2025.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in Thousands, except unit amounts)
| June 30, 2025 | March 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for expected credit losses of $ | |||||||||||
| Accounts receivable-affiliates | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $ | |||||||||||
| GOODWILL | |||||||||||
INTANGIBLE ASSETS, net of accumulated amortization of $ | |||||||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS | |||||||||||
| OTHER NONCURRENT ASSETS | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accounts payable-affiliates | |||||||||||
| Accrued expenses and other payables | |||||||||||
| Advance payments received from customers | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Operating lease obligations | |||||||||||
| Liabilities held for sale | |||||||||||
| Liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
LONG-TERM DEBT, net of debt issuance costs of $ | |||||||||||
| OPERATING LEASE OBLIGATIONS | |||||||||||
| OTHER NONCURRENT LIABILITIES | |||||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 7) | |||||||||||
CLASS D | |||||||||||
| REDEEMABLE NONCONTROLLING INTERESTS | |||||||||||
| EQUITY: | |||||||||||
General partner, representing a | ( | ( | |||||||||
Limited partners, representing a | ( | ( | |||||||||
Class B preferred limited partners, | |||||||||||
Class C preferred limited partners, | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
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, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| REVENUES: | ||||||||||||||||||||||||||
| Product | $ | $ | ||||||||||||||||||||||||
| Service and other | ||||||||||||||||||||||||||
| Total Revenues | ||||||||||||||||||||||||||
| COST OF SALES: | ||||||||||||||||||||||||||
| Product | ||||||||||||||||||||||||||
| Service and other | ||||||||||||||||||||||||||
| Total Cost of Sales | ||||||||||||||||||||||||||
| OPERATING COSTS AND EXPENSES: | ||||||||||||||||||||||||||
| Operating | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Gain on disposal or impairment of assets, net | ( | ( | ||||||||||||||||||||||||
| Operating Income | ||||||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||||||||||||
| Equity in earnings of unconsolidated entities | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ||||||||||||||||||||||||
| Gain on early extinguishment of liabilities, net | ||||||||||||||||||||||||||
| Other (expense) income, net | ( | |||||||||||||||||||||||||
| Income From Continuing Operations Before Income Taxes | ||||||||||||||||||||||||||
| INCOME TAX BENEFIT | ||||||||||||||||||||||||||
| Income From Continuing Operations | ||||||||||||||||||||||||||
| Income (Loss) From Discontinued Operations, net of Tax | ( | |||||||||||||||||||||||||
| Net Income | ||||||||||||||||||||||||||
| LESS: NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONREDEEMABLE NONCONTROLLING INTERESTS | ( | ( | ||||||||||||||||||||||||
| LESS: NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS | ( | |||||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | $ | $ | ||||||||||||||||||||||||
| NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ | ( | $ | ( | ||||||||||||||||||||||
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | ( | |||||||||||||||||||||||||
| NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ | $ | ( | |||||||||||||||||||||||
| BASIC AND DILUTED INCOME (LOSS) PER COMMON UNIT | ||||||||||||||||||||||||||
| Loss From Continuing Operations | $ | ( | $ | ( | ||||||||||||||||||||||
| Income (Loss) From Discontinued Operations, net of Tax | $ | $ | ( | |||||||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | |||||||||||||||||||||||
| BASIC AND DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Comprehensive Income
(in Thousands)
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ||||||||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statement of Changes in Equity
Three Months Ended June 30, 2025
(in Thousands, except unit amounts)
| Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred | Common | |||||||||||||||||||||||||||||||||||||||||||||||||
| General Partner | Units | Amount | Units | Amount | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest owners | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions to preferred unitholders (Note 8) | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest owners | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Disposition of noncontrolling interest | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Common unit repurchases and cancellations (Note 8) | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Class D preferred units redemption - amount paid in excess of carrying value (Note 8) | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
6
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statement of Changes in Equity
Three Months Ended June 30, 2024
(in Thousands, except unit amounts)
| Limited Partners | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred | Common | |||||||||||||||||||||||||||||||||||||||||||||||||
| General Partner | Units | Amount | Units | Amount | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2024 | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Contributions to noncontrolling interest owners | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions to preferred unitholders | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest owners | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(in Thousands)
| Three Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||||
| (Income) loss from discontinued operations, net of tax | ( | |||||||||||||
| Depreciation and amortization, including amortization of debt issuance costs | ||||||||||||||
| Gain on early extinguishment or revaluation of liabilities, net | ( | |||||||||||||
| Gain on disposal or impairment of assets, net | ( | ( | ||||||||||||
| Change in provision for expected credit losses | ||||||||||||||
| Net adjustments to fair value of derivatives | ( | ( | ||||||||||||
| Equity in earnings of unconsolidated entities | ( | ( | ||||||||||||
| Distributions of earnings from unconsolidated entities | ||||||||||||||
| Lower of cost or net realizable value adjustments | ||||||||||||||
| Other | ( | |||||||||||||
| Changes in operating assets and liabilities, exclusive of acquisitions: | ||||||||||||||
| Accounts receivable and affiliates | ||||||||||||||
| Inventories | ( | ( | ||||||||||||
| Other current and noncurrent assets | ||||||||||||||
| Accounts payable and affiliates | ( | ( | ||||||||||||
| Other current and noncurrent liabilities | ( | ( | ||||||||||||
| Net cash provided by (used in) operating activities-continuing operations | ( | |||||||||||||
| Net cash provided by operating activities-discontinued operations | ||||||||||||||
| Net cash provided by (used in) operating activities | ( | |||||||||||||
| INVESTING ACTIVITIES: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Net settlements of derivatives | ||||||||||||||
| Proceeds from sales of assets | ||||||||||||||
| Proceeds from divestitures of businesses and investments, net | ||||||||||||||
| Distributions of capital from unconsolidated entities | ||||||||||||||
| Net cash provided by investing activities-continuing operations | ||||||||||||||
| Net cash provided by investing activities-discontinued operations | ||||||||||||||
| Net cash provided by investing activities | ||||||||||||||
| FINANCING ACTIVITIES: | ||||||||||||||
| Proceeds from borrowings under ABL Facility | ||||||||||||||
| Payments on ABL Facility | ( | ( | ||||||||||||
| Payments on Term Loan B | ( | ( | ||||||||||||
| Repayment and repurchase of senior secured notes | ( | |||||||||||||
| Proceeds from borrowings on other long-term debt | ||||||||||||||
| Payments on other long-term debt | ( | |||||||||||||
| Debt issuance costs | ( | ( | ||||||||||||
| Contributions from noncontrolling interest owners | ||||||||||||||
| Distributions to preferred unitholders | ( | ( | ||||||||||||
| Distributions to noncontrolling interest owners | ( | ( | ||||||||||||
| Class D preferred unit repurchases | ( | |||||||||||||
| Common unit repurchases and cancellations | ( | |||||||||||||
| Payments to settle contingent consideration liabilities | ( | ( | ||||||||||||
| Net settlements of derivatives | ||||||||||||||
| Principal payments of finance lease | ( | |||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net decrease in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Supplemental cash flow information: | ||||||||||||||
| Cash interest paid | $ | $ | ||||||||||||
| Income taxes paid (net of income tax refunds) | $ | $ | ||||||||||||
| Supplemental non-cash investing and financing activities: | ||||||||||||||
| Distributions declared but not paid to preferred unitholders | $ | $ | ||||||||||||
| Accrued capital expenditures | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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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 master limited partnership. NGL Energy Holdings LLC serves as our general partner (“GP”). At June 30, 2025, our operations included three segments:
•Our Water Solutions segment transports, treats, recycles and disposes of produced and flowback water generated from crude oil and natural gas production. We also sell produced water for reuse and recycle and brackish non-potable water to our producer customers to be used in their crude oil exploration and production activities. As part of processing water, we aggregate and sell recovered crude oil, also known as skim oil. We also dispose of solids such as tank bottoms, drilling fluids and drilling muds and perform other ancillary services such as truck and frac tank washouts. Our activities in this segment are underpinned by long-term, fixed fee contracts and acreage dedications, some of which contain minimum volume commitments with leading oil and gas companies including large, investment grade producer customers.
•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 and other trade hubs, and provides storage, terminaling, and transportation services through its owned assets. Our activities in this segment are supported by certain long-term, fixed rate contracts with acreage dedications and which include minimum volume commitments on our storage tanks and owned and leased pipelines.
•Our Liquids Logistics segment conducts supply operations for natural gas liquids to commercial, retail and industrial customers across the United States and Canada. These operations are conducted through our five owned terminals, third-party storage and terminal facilities, access to nine common carrier pipelines and a fleet of leased railcars. We also provide services for marine exports of butane through our facility located in Chesapeake, Virginia and we also own a propane pipeline in Michigan. We attempt to reduce our exposure to price fluctuations by using back-to-back physical contracts and pre-sale agreements that allow us to lock in a margin on a percentage of our winter volumes. We also enter into financially settled derivative contracts as economic hedges of our physical inventory, physical sales and physical purchase contracts.
Discontinued Operations
Sale of Refined Products Business and Exiting Biodiesel Business
As of March 31, 2025, we completed winding down our biodiesel business.
On April 30, 2025, we sold our refined products business, including certain working capital items, to a third-party (see Note 15 for a further discussion).
The sale of our refined products business and winding down of our biodiesel business represent 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 for our refined products and biodiesel businesses within our Liquids Logistics segment 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. In addition, the assets and liabilities related to our refined products and biodiesel businesses were classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16 for a further discussion).
Other Dispositions
Sale of Certain Investments in Unconsolidated Entities and Related Assets
On April 14, 2025, we sold certain investments in unconsolidated entities, property, plant and equipment and intangible assets to a third-party, which were classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 15 for a further discussion).
Sale of Certain Natural Gas Liquids Terminals and Most of Our Wholesale Propane Business
On April 30, 2025, we sold most of our wholesale propane business, 17 of our natural gas liquids terminals, our interest in an unconsolidated entity and working capital (“Wholesale Propane Disposition”) to a third-party (see Note 15 for a
9
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
further discussion). The assets and liabilities of this portion of our Liquids Logistics segment were classified as held for sale within our March 31, 2025 consolidated balance sheet (see Note 16 for a further discussion).
Sale of Certain Railcars
As of March 31, 2025, we entered into definitive agreements with third-parties to sell certain railcars, which have been classified as held for sale within our June 30, 2025 and March 31, 2025 unaudited condensed consolidated balance sheets (see Note 15 for a further discussion).
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 on Form 10-Q. The unaudited condensed consolidated balance sheet at March 31, 2025 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2025 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 29, 2025.
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, 2026.
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 accounting estimates we make in the preparation of our unaudited condensed consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable, the valuation of contingent consideration liabilities and accruals for environmental matters. 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.
Income Taxes
We qualify as a partnership for income tax purposes. As such, we generally do not pay 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
10
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
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 a corporate subsidiary with a deferred tax liability of $29.4 million and $29.9 million at June 30, 2025 and March 31, 2025, respectively, in connection with certain of our acquisitions, which is included within other noncurrent liabilities in our unaudited condensed consolidated balance sheets. 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 during the three months ended June 30, 2025 for the corporate subsidiary was $0.5 million with an effective tax rate of 21.0 %. The deferred tax benefit recorded during the three months ended June 30, 2024 for the corporate subsidiaries was $5.7 million with an effective tax rate of 19.4 %.
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
Inventories
Inventories consist of the following at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Butane | $ | $ | ||||||||||||
| Crude oil | ||||||||||||||
| Propane | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).
Investments in Unconsolidated Entities
11
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, 2025 | March 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Linefill (1) | $ | $ | ||||||||||||
| Loan receivable (2) | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
(1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2025 and March 31, 2025, linefill consisted of 90,881
(2) Represents the noncurrent portion of loan receivables, net of allowances for expected credit losses, primarily related to the sale of certain saltwater disposal assets. At June 30, 2025 and March 31, 2025, the loan receivable balance (which includes interest receivable) was $4.0 million and $6.1 million, respectively, of which $4.0 million and $3.0 million, respectively, are recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets.
Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).
Accrued Expenses and Other Payables
Accrued expenses and other payables consist of the following at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Distributions payable | $ | $ | ||||||||||||
| Accrued compensation and benefits | ||||||||||||||
| Accrued interest | ||||||||||||||
| Excise and other tax liabilities | ||||||||||||||
| Derivative liabilities | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
Amounts in the table above do not include liabilities classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).
Variable Interest Entities
We decide at the inception of each arrangement whether an entity in which an investment is made or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, an entity is a VIE if: (1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity’s investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights.
We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.
We have two aviation entities whereby we own a 90 % interest and members of our management own a 10 % interest. We executed guarantees for the benefit of the lender that obligate us for the payment and performance of the aviation entities with respect to the repayment of the loans. Since we guaranteed the payment of the outstanding loans, we have concluded that the aviation entities are VIEs because the equity is not sufficient to fund the aviation entities’ activities without additional subordinated financial support. We have the power to make decisions that most significantly affect the economic performance of the aviation entities and have benefits through our ownership interest. Therefore, we have concluded that we are the primary
12
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
beneficiary and will consolidate the aviation entities in our unaudited condensed consolidated financial statements and will include the noncontrolling interests as redeemable noncontrolling interests as discussed below.
The following table summarizes the balances related to the VIEs that are consolidated in our unaudited condensed consolidated balance sheets at the dates indicated (excluding intercompany eliminations at the time of consolidation) as well as our equity in the VIEs:
| June 30, 2025 | March 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable-affiliates | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued expenses and other payables | ( | ( | ||||||||||||
| Current maturities of long-term debt | ( | ( | ||||||||||||
| Long-term debt, net | ( | ( | ||||||||||||
| Redeemable noncontrolling interests | ( | ( | ||||||||||||
| Partnership's equity in VIEs | $ | $ | ||||||||||||
Generally, the assets of the individual consolidated VIEs can be used only to settle liabilities of each respective individual consolidated VIE and the liabilities of the individual consolidated VIEs are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Partnership. In general, our maximum exposure to loss due to involvement with the VIEs is limited to the amount of capital investment in the VIEs, if any, or the potential obligation to perform on the guarantees of the outstanding loans.
Noncontrolling Interests
| Redeemable noncontrolling interests at March 31, 2025 | $ | |||||||
| Net income from continuing operations attributable to redeemable noncontrolling interests | ||||||||
| Redeemable noncontrolling interests at June 30, 2025 | $ | |||||||
Contingent Consideration Liabilities
The following table summarizes changes in our contingent consideration liabilities (in thousands):
| Contingent consideration liabilities at March 31, 2025 (1) | $ | |||||||
| Liabilities settled | ( | |||||||
| Contingent consideration liabilities at June 30, 2025 (2) | $ | |||||||
(1) Includes $2.0 million which is recorded within accrued expenses and other payables and $13.8 million which is recorded within other noncurrent liabilities in our March 31, 2025 consolidated balance sheet.
(2) Includes $2.0 million which is recorded within accrued expenses and other payables and $13.3 million which is recorded within other noncurrent liabilities in our June 30, 2025 unaudited condensed consolidated balance sheet.
Reclassifications
In addition to the reclassifications related to assets and liabilities held for sale and discontinued operations discussed in Note 1, we have reclassified certain prior period financial statement information to be consistent with the classification methods
13
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
used in the current fiscal year. For the three months ended June 30, 2024, the income statement was revised to present revenues and cost of sales by product and service and other, compared to presenting revenues and cost of sales by segment in the June 30, 2024 Quarterly Report on Form 10-Q (“June 30, 2024 Quarterly Report”). Also, for the three months ended June 30, 2024, the elimination of intersegment sales is included in “Corporate and Other” as discussed in Note 10. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows.
Recent Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326-20 to provide a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for fiscal years beginning after December 15, 2025 (which is the Partnership’s fiscal year beginning April 1, 2026), and for interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively. We are currently evaluating the ASU to determine its impact on our financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which includes amendments requiring, among other things, disclosure of disaggregated information about specific categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions on the income statement. Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026 (which is the Partnership’s fiscal year beginning April 1, 2027), and for interim periods within fiscal years beginning after December 15, 2027 (which is the Partnership’s fiscal year beginning April 1, 2028), with early adoption permitted. The ASU may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. We are currently evaluating the ASU to determine its impact on our financial statement disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. We are currently evaluating the ASU to determine its impact on our financial statement disclosures.
Note 3—Income (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, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Weighted average common units outstanding during the period: | ||||||||||||||||||||||||||
| Common units - Basic | ||||||||||||||||||||||||||
| Common units - Diluted | ||||||||||||||||||||||||||
For the three months ended June 30, 2025 and 2024, all potential common units or convertible units were considered antidilutive.
14
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Our income (loss) per common unit is as follows for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands, except per unit amounts) | ||||||||||||||||||||||||||
| Income from continuing operations | $ | $ | ||||||||||||||||||||||||
| Less: Net income from continuing operations attributable to nonredeemable noncontrolling interests | ( | ( | ||||||||||||||||||||||||
| Less: Net income from continuing operations attributable to redeemable noncontrolling interests | ( | |||||||||||||||||||||||||
| Net income from continuing operations attributable to NGL Energy Partners LP | ||||||||||||||||||||||||||
| Less: Distributions to preferred unitholders (1) | ( | ( | ||||||||||||||||||||||||
| Less: Net loss from continuing operations allocated to the GP (2) | ||||||||||||||||||||||||||
| Net loss from continuing operations allocated to common unitholders | $ | ( | $ | ( | ||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | $ | ( | |||||||||||||||||||||||
| Less: Net (income) loss from discontinued operations allocated to the GP (2) | ( | |||||||||||||||||||||||||
| Net income (loss) from discontinued operations allocated to common unitholders | $ | $ | ( | |||||||||||||||||||||||
| Net income (loss) allocated to common unitholders | $ | $ | ( | |||||||||||||||||||||||
| Basic and diluted income (loss) per common unit | ||||||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | ||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | $ | ( | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||||||||||||||
| Basic and diluted weighted average common units outstanding | ||||||||||||||||||||||||||
(1) Includes distributions earned and declared for the three months ended June 30, 2025 and 2024 and the excess of the Class D Preferred Units (as defined herein) repurchase price over the carrying value of the units, as discussed further in Note 8.
(2) Net (income) loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights.
Note 4—Property, Plant and Equipment
Our property, plant and equipment consists of the following at the dates indicated:
| Description | Estimated Useful Lives | June 30, 2025 | March 31, 2025 | |||||||||||||||||||||||
| (in years) | (in thousands) | |||||||||||||||||||||||||
| Water treatment facilities and equipment (1) | - | $ | $ | |||||||||||||||||||||||
| Pipeline and related facilities | - | |||||||||||||||||||||||||
| Crude oil tanks and related equipment | - | |||||||||||||||||||||||||
| Buildings and leasehold improvements | - | |||||||||||||||||||||||||
| Natural gas liquids terminal and storage assets | - | |||||||||||||||||||||||||
| Land | ||||||||||||||||||||||||||
| Information technology equipment | - | |||||||||||||||||||||||||
| Tank bottoms and linefill (2) | ||||||||||||||||||||||||||
| Vehicles and railcars | - | |||||||||||||||||||||||||
| Other | - | |||||||||||||||||||||||||
| Construction in progress | ||||||||||||||||||||||||||
| Gross property, plant and equipment | ||||||||||||||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||||||||||||||
| Net property, plant and equipment | $ | $ | ||||||||||||||||||||||||
(1) Includes finance lease right-of-use assets of $5.8 million and $0.1 million at June 30, 2025 and March 31, 2025, respectively. Accumulated amortization related to these finance leases is included within accumulated depreciation.
(2) 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. Linefill, 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.
15
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our June 30, 2025 and March 31, 2025 unaudited condensed consolidated balance sheets (see Note 16).
The following table summarizes depreciation expense and capitalized interest expense for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Depreciation expense | $ | $ | ||||||||||||||||||||||||
| Capitalized interest expense | $ | $ | ||||||||||||||||||||||||
We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within gain 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 period indicated:
| Three Months Ended June 30, 2025 | ||||||||||||||
| (in thousands) | ||||||||||||||
| Water Solutions (1) | $ | |||||||||||||
| Crude Oil Logistics (2) | ( | |||||||||||||
| Liquids Logistics (3) | ( | |||||||||||||
| Corporate and Other | ( | |||||||||||||
| Total | $ | |||||||||||||
(1) Amount does not include the loss recognized on the sale of certain investments in unconsolidated entities and related assets during the three months ended June 30, 2025 discussed in Note 15.
(2) Amount does not include the gain recognized on the sale of certain railcars during the three months ended June 30, 2025 discussed in Note 15.
(3) Amount does not include the gains recognized on the Wholesale Propane Disposition and the sale of our refined products business during the three months ended June 30, 2025 discussed in Note 15.
Note 5—Intangible Assets
Our intangible assets consist of the following at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Description | Weighted- Average Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||||||||||||||||||||
| (in years) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Customer commitments | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Rights-of-way and easements | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs (1) | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Executory contracts and other agreements | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
(1) Includes debt issuance costs related to the ABL Facility (as defined herein). Debt issuance costs related to the fixed-rate notes and Term Loan B (as defined herein) are reported as a reduction of the carrying amount of long-term debt.
Amounts in the table above do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).
16
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 | 2025 | 2024 | ||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | ||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
Amounts in the table above do not include amortization expense related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16).
The following table summarizes expected amortization of our intangible assets at June 30, 2025 (in thousands):
| Year Ending March 31, | |||||
| 2026 (nine months) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total | $ | ||||
Note 6—Long-Term Debt
Our long-term debt consists of the following at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Face Amount | Unamortized Debt Issuance Costs (1) | Book Value | Face Amount | Unamortized Debt Issuance Costs (1) | Book Value | |||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Asset-based revolving credit facility (“ABL Facility”) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Senior secured term loan "B" credit facility (“Term Loan B”) | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Senior secured notes: | ||||||||||||||||||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||||||||||||||
| Other long-term debt | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total long-term debt | ( | ( | ||||||||||||||||||||||||||||||||||||
| Less: Current maturities | ||||||||||||||||||||||||||||||||||||||
| Long-term debt | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
(1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. The unamortized debt issuance costs for the Term Loan B include a $4.2 million discount.
ABL Facility
Total commitments under the ABL Facility are $475.0 million, which we reduced from $550.0 million effective June 12, 2025. The ABL Facility includes a $200.0 million sub-limit for letters of credit. Availability under the ABL Facility is subject to a borrowing base that is determined by calculating the amount equal to the sum of our eligible cash, outstanding accounts receivable balances with investment and non-investment grade counterparties, certain inventory, including inventory on railcars and unsettled derivative contracts. These amounts are subject to certain percentage and dollar amount caps, as
17
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
described within the ABL Facility. The borrowing base is calculated monthly pursuant to a borrowing base certificate we deliver to the administrative agent. Availability under the ABL Facility is based on the lower of the current borrowing base and the total commitments, less borrowings and outstanding letters of credit. At June 30, 2025, $37.0 million was outstanding under the ABL Facility, letters of credit outstanding were $51.8 million, and we had a borrowing base of $313.6 million. The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions.
The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and a second priority lien on all of our other assets.
At June 30, 2025, the borrowings under the ABL Facility had a weighted average interest rate of 8.10 % calculated as a SOFR rate of 4.32 % plus a margin of 3.10 % for SOFR borrowings and the prime rate of 7.50 % plus a margin of 2.00 % on the alternate base borrowings. On June 30, 2025, the interest rate in effect on letters of credit was 2.75 %.
The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility). At June 30, 2025, no Cash Dominion Event had occurred.
Compliance
At June 30, 2025, we were in compliance with the covenants under the ABL Facility.
Term Loan B
The Term Loan B was issued at 99.25 % of par for gross proceeds of $694.8 million. The Term Loan B was issued pursuant to a credit agreement dated February 2, 2024 (“Term Loan Credit Agreement”). The Term Loan B matures on February 2, 2031 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ended June 30, 2024, with the balance payable on maturity.
The Term Loan B is secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.
At June 30, 2025, the borrowings under the Term Loan B had an interest rate of SOFR of 4.33 % plus a margin of 3.75 %.
The Term Loan Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ended June 30, 2024, a debt service coverage rate (as defined in the Term Loan Credit Agreement) of no less than 1.1 to 1.0. At June 30, 2025, our debt service coverage rate was approximately 2.16 to 1.0.
18
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
The Term Loan Credit Agreement contains other customary terms, events of default and covenants.
Compliance
At June 30, 2025, we were in compliance with the covenants under Term Loan B.
Senior Secured Notes
The 2029 Senior Secured Notes bear interest at 8.125 % and the 2032 Senior Secured Notes bear interest at 8.375 %. Interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes is payable on February 15, May 15, August 15 and November 15 of each year, which started on May 15, 2024. The 2029 Senior Secured Notes mature on February 15, 2029 and the 2032 Senior Secured Notes mature on February 15, 2032. The 2029 Senior Secured Notes and 2032 Senior Secured Notes were issued pursuant to an indenture dated February 2, 2024 (“Indenture”).
The 2029 Senior Secured Notes and 2032 Senior Secured Notes are secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents and related assets.
The Indenture contains covenants that, among other things, limit our ability to: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.
The Indenture contains other customary terms, events of default and covenants.
We have the option to redeem all or part of the 2029 Senior Secured Notes, at any time on or after February 15, 2026, at the redemption prices specified in the Indenture. We have the option to redeem all or part of the 2032 Senior Secured Notes, at any time on or after February 15, 2027, at the redemption prices specified in the Indenture.
Senior Secured Notes Repurchases
The following table summarizes repurchases of Senior Secured Notes for the quarter ended June 30, 2025 (in thousands):
| 2032 Senior Secured Notes | ||||||||
| Notes repurchased | $ | |||||||
| Cash paid (excluding payments of accrued interest) | $ | |||||||
| Gain on early extinguishment of debt (1) | $ | |||||||
(1) Gain on early extinguishment of debt for the 2032 Senior Secured Notes during the quarter ended June 30, 2025 is inclusive of the write off of debt issuance costs of $0.2 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.
Compliance
At June 30, 2025, we were in compliance with the covenants under the Indenture.
Other Long-Term Debt
On June 24, 2024, we entered into an equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.50 % and is secured by an airplane. On September 24, 2024, we refinanced the loan and lowered the interest rate to 8.00 %. We have an aggregate principal balance of $5.5 million at June 30, 2025. This loan matures on June 24, 2030.
19
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
On October 1, 2024, we entered into a second equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.00 % and is secured by an airplane. We have an aggregate principal balance of $5.7 million at June 30, 2025. This loan matures on September 24, 2030.
Debt Maturity Schedule
The scheduled maturities of our long-term debt are as follows at June 30, 2025:
| Year Ending March 31, | ABL Facility | Term Loan B | Senior Secured Notes | Other Long-Term Debt | Total | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| 2026 (nine months) | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||||||||
| 2031 | ||||||||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Amortization of Debt Issuance Costs
Amortization expense for debt issuance costs related to long-term debt was $2.0 million and $1.9 million during the three months ended June 30, 2025 and 2024.
The following table summarizes expected amortization of debt issuance costs at June 30, 2025 (in thousands):
| Year Ending March 31, | ||||||||
| 2026 (nine months) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Note 7—Commitments and Contingencies
Legal Contingencies
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, 2025, we have an environmental liability, measured on an undiscounted basis, of $, 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 businesses, 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
20
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our businesses.
Asset Retirement Obligations
The following table summarizes changes in our asset retirement obligations, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands):
| Asset retirement obligations at March 31, 2025 | $ | ||||
| Liabilities incurred | |||||
| Liabilities settled | ( | ||||
| Accretion expense | |||||
| Asset retirement obligations at June 30, 2025 | $ | ||||
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.
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.
At June 30, 2025, we had the following commodity purchase commitments:
| Crude Oil (1) | Natural Gas Liquids | |||||||||||||||||||||||||
| Value | Volume (in barrels) | Value | Volume (in gallons) | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Fixed-Price Commodity Purchase Commitments: | ||||||||||||||||||||||||||
| Year ending March 31, | ||||||||||||||||||||||||||
| 2026 (nine months) | $ | $ | ||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Index-Price Commodity Purchase Commitments: | ||||||||||||||||||||||||||
| Year ending March 31, | ||||||||||||||||||||||||||
| 2026 (nine months) | $ | $ | ||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||
| 2031 | ||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
21
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
At June 30, 2025, we had the following commodity sale commitments:
| Crude Oil | Natural Gas Liquids | |||||||||||||||||||||||||
| Value | Volume (in barrels) | Value | Volume (in gallons) | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Fixed-Price Commodity Sale Commitments: | ||||||||||||||||||||||||||
| Year ending March 31, | ||||||||||||||||||||||||||
| 2026 (nine months) | $ | $ | ||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Index-Price Commodity Sale Commitments: | ||||||||||||||||||||||||||
| Year ending March 31, | ||||||||||||||||||||||||||
| 2026 (nine months) | $ | $ | ||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
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 9) or inventory positions (described in Note 2).
Other Commitments
We have noncancelable agreements for product storage, railcar spurs, capital projects and real estate. The following table summarizes future minimum payments under these agreements at June 30, 2025 (in thousands):
| Year Ending March 31, | |||||
| 2026 (nine months) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total | $ | ||||
Note 8—Equity
Partnership Equity
The Partnership’s equity consists of a 0.1 % GP interest and a 99.9 % limited partner interest, which consists of common units. Our GP has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its 0.1 % GP interest. Our GP is not required to guarantee or pay any of our debts and obligations. At June 30, 2025, we owned 8.69 % of our GP.
22
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
General Partner Equity
In connection with the repurchase of common units (see below for further discussion), we repurchased 1,876 notional units from our GP for less than $0.1 million.
Common Unit Repurchase Program
On June 5, 2024, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $50.0 million of our outstanding common units from time to time in the open market, including pursuant to a repurchase plan administrated in accordance with Rule 10b5-1 under the Exchange Act, or in other privately negotiated transactions. This program does not have a fixed expiration date. The common unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of our common units. During the quarter ended June 30, 2025, we repurchased 1,873,838 units for an aggregate price of $8.1 million, including commissions. From July 1, 2025 through July 24, 2025, we repurchased 2,291,505 units for an aggregate price of $10.0 million, including commissions.
Since the inception of the program, we have repurchased 4,665,343 units for an aggregate price of $20.1 million, including commissions.
Class B Preferred Units
As of June 30, 2025, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding.
The following table summarizes the distributions declared on our Class B Preferred Units during the last two quarters:
| Three-Month | Distribution | Amount Paid to Class B | ||||||||||||||||||||||||||||||
| Date Declared | Record Date | Payment Date | SOFR | Rate | Preferred Unitholders | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| March 19, 2025 | April 1, 2025 | April 15, 2025 | % | $ | $ | |||||||||||||||||||||||||||
| June 18, 2025 | July 1, 2025 | July 15, 2025 | % | $ | $ | |||||||||||||||||||||||||||
The distribution amount paid on July 15, 2025 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2025.
Class C Preferred Units
As of June 30, 2025, there were 1,800,000 of our Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding.
The following table summarizes the distributions declared on our Class C Preferred Units during the last two quarters:
| Three-Month | Distribution | Amount Paid to Class C | ||||||||||||||||||||||||||||||
| Date Declared | Record Date | Payment Date | SOFR | Rate | Preferred Unitholders | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| March 19, 2025 | April 1, 2025 | April 15, 2025 | % | $ | $ | |||||||||||||||||||||||||||
| June 18, 2025 | July 1 2025 | July 15, 2025 | % | $ | $ | |||||||||||||||||||||||||||
The distribution amount paid on July 15, 2025 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2025.
23
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Class D Preferred Units
On May 19, 2025, we redeemed 20,000 of the Class D Preferred Units. The applicable Class D Preferred Unit redemption premium on the date of redemption was $1,394.04 , calculated at 134.30 % of $1,037.98 (the Class D Preferred Unit price), and distributions of $15.96 . The amount per Class D Preferred Unit paid to each Class D preferred unitholder was $1,410.00 for a total payment of $28.2 million.
On June 23, 2025, we redeemed 50,000 of the Class D Preferred Units. The applicable Class D Preferred Unit redemption premium on the date of redemption was $1,442.57 , calculated at 138.98 % of $1,037.98 (the Class D Preferred Unit price), and distributions of $27.43 . The amount per Class D Preferred Unit paid to each Class D preferred unitholder was $1,470.00 for a total payment of $73.5 million.
As of June 30, 2025, there were 530,000 preferred units (“Class D Preferred Units”) and warrant exercisable to purchase an aggregate of 2,125,000 common units outstanding.
The following table summarizes the outstanding warrants at June 30, 2025:
| Issuance Date and Description | Number of Warrants | Exercise Price | ||||||||||||
| October 31, 2019 | ||||||||||||||
| Premium warrants | $ | |||||||||||||
| Par warrants | $ | |||||||||||||
All outstanding warrants are currently exercisable and any unexercised warrants will expire on the tenth anniversary of the date of issuance. The warrants will not participate in cash distributions.
The following table summarizes the distributions declared on our Class D Preferred Units during the last two quarters:
| Three-Month | Distribution | Amount Paid to Class D | ||||||||||||||||||||||||||||||
| Date Declared | Record Date | Payment Date | SOFR | Rate | Preferred Unitholders | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| March 19, 2025 | April 1, 2025 | April 15, 2025 | % | $ | $ | |||||||||||||||||||||||||||
| June 18, 2025 | July 1, 2025 | July 15, 2025 | % | $ | $ | |||||||||||||||||||||||||||
The distribution amount paid on July 15, 2025 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2025.
Note 9—Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.
24
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Derivatives
The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our derivative assets and liabilities reported in our unaudited condensed consolidated balance sheets at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||||||||||||||
| Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Level 1 measurements | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Level 2 measurements | ( | ( | ||||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||
| Netting of counterparty contracts (1) | ( | ( | ||||||||||||||||||||||||
| Net cash collateral (held) provided | ( | |||||||||||||||||||||||||
| Derivatives | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
(1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master netting arrangements.
The following table summarizes the accounts that include our derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||||||||
| Accrued expenses and other payables | ( | ( | ||||||||||||
| Other noncurrent liabilities | ( | ( | ||||||||||||
| Net derivative liability | $ | ( | $ | ( | ||||||||||
25
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
The following table summarizes our open 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, 2025: | ||||||||||||||||||||
| Crude oil fixed-price (1) | July 2025–March 2026 | ( | $ | ( | ||||||||||||||||
| Propane fixed-price (1) | July 2025–February 2026 | ( | ||||||||||||||||||
| Butane fixed-price (1) | July 2025–March 2026 | ( | ||||||||||||||||||
| Variable-to-fixed interest rate swaps (2) | July 2025–April 2028 | ( | ||||||||||||||||||
| Other | July 2025–March 2026 | |||||||||||||||||||
| ( | ||||||||||||||||||||
| Net cash collateral held | ( | |||||||||||||||||||
| Net derivative liability | $ | ( | ||||||||||||||||||
| At March 31, 2025: | ||||||||||||||||||||
| Crude oil fixed-price (1) | April 2025–March 2026 | $ | ( | |||||||||||||||||
| Butane fixed-price (1) | April 2025–March 2026 | ( | ( | |||||||||||||||||
| Variable-to-fixed interest rate swap (2) | April 2025–April 2028 | ( | ||||||||||||||||||
| Other | April 2025–March 2026 | ( | ||||||||||||||||||
| ( | ||||||||||||||||||||
| Net cash collateral provided | ||||||||||||||||||||
| Net derivative liability | $ | ( | ||||||||||||||||||
(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) See further discussion of these instruments in “Interest Rate Risk” below.
Amounts in the tables above do not include assets and liabilities classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).
During the three months ended June 30, 2025 and 2024, we recorded net gains of $9.4 million and net losses of $0.1 million, respectively, from our commodity derivatives to revenues and cost of sales in our unaudited condensed consolidated statements of operations. These amounts do not include net gains and losses from our commodity derivatives related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16).
During the three months ended June 30, 2025 and 2024, we recorded net losses of $0.6 million and net gains of $0.3 million, respectively, from our interest rate swaps to interest expense 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, 2025, 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.
26
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Interest Rate Risk
Long-Term Debt
The ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or SOFR plus an applicable margin (see Note 6 for the current rates on the ABL Facility).
The Term Loan B is variable-rate debt with interest rates that are generally indexed to SOFR plus an applicable margin (see Note 6 for the current rates on the Term Loan B).
Interest Rate Swaps
In March and April 2024, we entered into interest rate swaps totaling $400.0 million to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B. Under these arrangements, we pay fixed interest rates of 4.32 % and 4.79 %, respectively, in exchange for SOFR-based variable interest through April 2026. In September 2024, we entered into the following transaction:
•For the $200.0 million interest rate swap entered into in April 2024, we extended the original maturity date of April 20, 2026 to a new maturity date of April 19, 2028; and
•Blended the existing swap rate for this extended swap with the then prevailing interest rate swap rate, which lowered the rate from 4.79 % to 3.842 %.
Preferred Unit Distributions
The current distribution rate for the Class B, Class C and Class D Preferred Units is a floating rate of the three-month CME Term SOFR plus a fixed spread (see Note 8 for the current distribution rates).
Fair Value of Fixed-Rate Notes
The following table provides fair value estimates of our fixed-rate notes at June 30, 2025 (in thousands):
| 2029 Senior Secured Notes | $ | ||||
| 2032 Senior Secured Notes | $ | ||||
For the 2029 Senior Secured Notes and 2032 Senior Secured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy.
Note 10—Segments
Our operations are organized into three reportable segments: (i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Our Liquids Logistics reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided. Our chief operating decision maker (“CODM”) is our chief executive officer. Adjusted EBITDA is reviewed by the CODM to evaluate performance and make business decisions. We define Adjusted EBITDA for Water Solutions as revenue minus operating and general and administrative expense, which excludes, accretion expense for asset retirement obligations (“Accretion Expense”) and legal and advisory costs associated with acquisitions and dispositions (“Acquisition Expense”), and plus or minus other reconciling items. We define Adjusted EBITDA for Crude Oil Logistics and Liquid Logistics as revenue minus cost of sales, which excludes unrealized gains and losses on derivatives, lower of cost or realizable value adjustments and plus or minus other reconciling segment items. The calculation of Adjusted EBITDA for our three reportable segments is presented in the Reportable Segment Information tables below.
See Note 1 for a discussion of the products and services of our reportable segments. The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments and the amounts to eliminate intercompany or intersegment transactions. Intercompany or intersegment transactions are recorded based on prices negotiated between the segments. Intrasegment transaction eliminations are recorded within each reportable segment. All of the tables below do not include amounts related to our refined products and biodiesel businesses, as those amounts have been classified as discontinued operations within our unaudited condensed consolidated statements of operations for all periods presented (see Note 1).
27
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Disaggregation of Revenue
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Water Solutions: | ||||||||||||||||||||||||||
| Topic 606 revenues | ||||||||||||||||||||||||||
| Disposal service fees | $ | $ | ||||||||||||||||||||||||
| Sale of recovered crude oil | ||||||||||||||||||||||||||
| Sale of water | ||||||||||||||||||||||||||
| Other service revenues | ||||||||||||||||||||||||||
| Non-Topic 606 revenues | ||||||||||||||||||||||||||
| Total Water Solutions revenues | ||||||||||||||||||||||||||
| Crude Oil Logistics: | ||||||||||||||||||||||||||
| Topic 606 revenues | ||||||||||||||||||||||||||
| Crude oil sales | ||||||||||||||||||||||||||
| Crude oil transportation and other sales | ||||||||||||||||||||||||||
| Non-Topic 606 revenues | ||||||||||||||||||||||||||
| Total Crude Oil Logistics revenues | ||||||||||||||||||||||||||
| Liquids Logistics: | ||||||||||||||||||||||||||
| Topic 606 revenues | ||||||||||||||||||||||||||
| Butane sales | ||||||||||||||||||||||||||
| Propane sales | ||||||||||||||||||||||||||
| Other products sales | ||||||||||||||||||||||||||
| Service revenues | ||||||||||||||||||||||||||
| Non-Topic 606 revenues | ||||||||||||||||||||||||||
| Total Liquids Logistics revenues (1) | ||||||||||||||||||||||||||
| Corporate and Other: | ||||||||||||||||||||||||||
| Topic 606 revenues | ||||||||||||||||||||||||||
| Service revenues | ||||||||||||||||||||||||||
| Elimination of intersegment sales (2) | ( | ( | ||||||||||||||||||||||||
| Total Corporate and Other revenues | ( | |||||||||||||||||||||||||
| Total revenues | $ | $ | ||||||||||||||||||||||||
(1) During the three months ended June 30, 2025 and 2024, our Liquids Logistics revenues included $15.0 million and $24.1 million of non-US revenues, respectively.
(2) For the three months ended June 30, 2024, the elimination of intersegment sales, which was included in the Crude Oil Logistics segment in our June 30, 2024 Quarterly Report, is now included in “Corporate and Other.”
28
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Reportable Segment Information
The following tables set forth certain selected financial information for our segments for the periods indicated:
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Water | Crude Oil | Liquids | Total | Corporate | ||||||||||||||||||||||||||||||||||
| Solutions | Logistics | Logistics | Segments | and Other | Consolidated | |||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Cost of sales (1) | ( | |||||||||||||||||||||||||||||||||||||
| Operating, general and administrative expenses (2) | ||||||||||||||||||||||||||||||||||||||
| Other (3) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||||||||
| Gain on disposal or impairment of assets, net | ( | |||||||||||||||||||||||||||||||||||||
| Net unrealized gains on derivatives | ( | |||||||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value adjustments | ( | |||||||||||||||||||||||||||||||||||||
| Gain on early extinguishment of liabilities, net | ( | |||||||||||||||||||||||||||||||||||||
| Asset retirement obligation accretion | ||||||||||||||||||||||||||||||||||||||
| Adjustments related to unconsolidated entities (4) | ||||||||||||||||||||||||||||||||||||||
| Other (5) | ||||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||||||||||||||||||||||||||
| Capital expenditures (6) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total assets (7) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.
(2) Amount excludes Accretion Expense and Acquisition Expense.
(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.
(4) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense, and gains and losses on disposal or impairment of assets.
(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.
(6) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.
(7) Total assets includes $17.6 million of non-US total assets.
29
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Water | Crude Oil | Liquids | Total | Corporate | ||||||||||||||||||||||||||||||||||
| Solutions | Logistics | Logistics | Segments | and Other | Consolidated | |||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Cost of sales (1) | ( | |||||||||||||||||||||||||||||||||||||
| Operating, general and administrative expenses (2) | ||||||||||||||||||||||||||||||||||||||
| Other (3) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||||||||
| Gain on disposal or impairment of assets, net | ( | |||||||||||||||||||||||||||||||||||||
| Net unrealized losses on derivatives | ||||||||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value adjustments | ( | |||||||||||||||||||||||||||||||||||||
| Asset retirement obligation accretion | ||||||||||||||||||||||||||||||||||||||
| Adjustments related to unconsolidated entities (4) | ||||||||||||||||||||||||||||||||||||||
| Other (5) | ( | |||||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||||||||||||||||||||||||||
| Capital expenditures (6) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total assets (7) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Amount excludes net unrealized gains and losses on derivatives and lower of cost or net realizable value adjustments.
(2) Amount excludes Accretion Expense and Acquisition Expense.
(3) Amount includes Adjusted EBITDA related to our unconsolidated entities, interest income and certain other non-operating income and expense items less Adjusted EBITDA related to our noncontrolling interests.
(4) Amount represents the sum of the amount excluded from our equity in earnings of unconsolidated entities, including, depreciation and amortization, interest expense, and gains and losses on disposal or impairment of assets.
(5) Amount includes the net of Adjusted EBITDA related to our noncontrolling interests, unrealized gains and losses on investments and marketable securities and certain other non-operating income and expense items.
(6) Amount includes additions to property, plant and equipment and intangible assets, including the acquisition of assets.
(7) Total assets includes $23.1 million of non-US total assets.
Note 11—Transactions with Affiliates
The following table summarizes our related party transactions for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Sales to entities affiliated with management | $ | $ | ||||||||||||||||||||||||
| Purchases from equity method investees | $ | $ | ||||||||||||||||||||||||
Affiliate balances consist of the following at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Accounts receivable-affiliates | ||||||||||||||
| Entities affiliated with management | $ | $ | ||||||||||||
| Equity method investees | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Accounts payable-affiliates | ||||||||||||||
| Entities affiliated with management | $ | $ | ||||||||||||
| Equity method investees | ||||||||||||||
| Total | $ | $ | ||||||||||||
30
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Note 12—Revenue from Contracts with Customers
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. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation and we do not receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of June 30, 2025.
The majority of our revenue agreements are in scope under ASC 606 and the remainder of our revenue comes from contracts that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively. See Note 10 for a detail of disaggregated revenue.
Remaining Performance Obligations
| Year Ending March 31, | |||||
| 2026 (nine months) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total | $ | ||||
Contract Assets and Liabilities
The following tables summarize the balances of our contract assets and liabilities at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Accounts receivable from contracts with customers (1) | $ | $ | ||||||||||||
| Contract assets (current) | $ | $ | ||||||||||||
| Contract liabilities at March 31, 2025 | $ | |||||||
| Payment received and deferred | ||||||||
| Payment recognized in revenue | ( | |||||||
| Contract liabilities at June 30, 2025 | $ | |||||||
(1) Amounts do not include assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (See Note 16).
Note 13—Leases
Lessee Accounting
Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment.
31
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
The following table summarizes the components of our lease cost for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Operating lease cost (1) | $ | $ | ||||||||||||||||||||||||
| Variable lease cost (1) | ||||||||||||||||||||||||||
| Short-term lease cost (1) | ||||||||||||||||||||||||||
| Finance lease cost | ||||||||||||||||||||||||||
| Amortization of right-of-use asset (2) | ||||||||||||||||||||||||||
| Interest on lease obligation (3) | ||||||||||||||||||||||||||
| Total lease cost | $ | $ | ||||||||||||||||||||||||
(1) Included in operating expenses in our unaudited condensed consolidated statements of operations.
(2) Included in depreciation and amortization expense in our unaudited condensed consolidated statements of operations.
(3) Included in interest expense in our unaudited condensed consolidated statements of operations.
Amounts in the table above do not include lease costs related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our consolidated statements of operations (see Note 16).
The following table summarizes maturities of our lease obligations at June 30, 2025 (in thousands):
| Operating | Finance | ||||||||||
| Year Ending March 31, | Leases | Leases (1) | |||||||||
| 2026 (nine months) | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| 2031 | |||||||||||
| Thereafter | |||||||||||
| Total lease payments | |||||||||||
| Less imputed interest | ( | ( | |||||||||
| Total lease obligations | $ | $ | |||||||||
(1) At June 30, 2025, the short-term finance lease obligation of $1.7 million is included in accrued expenses and other payables and the long-term finance lease obligation of $4.2 million is included in other noncurrent liabilities in our unaudited condensed consolidated balance sheet.
The following table summarizes supplemental cash flow information related to our leases for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Supplemental Cash Flow Information | ||||||||||||||
| Cash paid for amounts included in the measurement of lease obligations | ||||||||||||||
| Operating cash outflows from operating leases | $ | $ | ||||||||||||
| Operating cash outflows from finance lease | $ | $ | ||||||||||||
| Financing cash outflows from finance lease | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | ||||||||||||||
| Operating leases | $ | $ | ||||||||||||
| Finance lease | $ | $ | ||||||||||||
Amounts in the table above do not include operating cash outflows from operating leases related to our refined products and biodiesel businesses, as these amounts have been classified within discontinued operations within our unaudited condensed consolidated statements of operations (see Note 16).
32
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Lessor Accounting and Subleases
Our lessor arrangements include storage and railcar contracts. 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, 2025 and 2024, fixed rental revenue was $, including $0.7 million of sublease revenue, and $, including $0.4 million of sublease revenue, respectively.
The following table summarizes future minimum lease payments to be received under various noncancelable operating lease agreements at June 30, 2025 (in thousands):
| Year Ending March 31, | |||||
| 2026 (nine months) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total | $ | ||||
Note 14—Allowance for Current Expected Credit Losses
ASU 2016-13 requires that an allowance for expected credit losses be recognized for certain financial assets that reflects the current expected credit loss over the financial asset’s contractual life. The valuation allowance considers the risk of loss, even if remote, and considers past events, current conditions and reasonable and supportable forecasts.
We are exposed to credit losses primarily through the sale of products and services and notes receivable from third-parties. A counterparty’s ability to pay is assessed through a credit process that considers the payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness and other risks. We can require prepayment or collateral to mitigate credit risks.
We group our financial assets into pools of counterparties with similar risk characteristics for the purpose of determining the allowance for expected credit losses. Each reporting period, we assess whether a significant change in the risk of expected credit loss has occurred. Among the quantitative and qualitative factors considered in calculating our allowance for expected credit losses are historical financial data, including write-offs and allowances, current conditions, industry risk and current credit ratings. Financial assets will be written off in whole, or in part, when practical recovery efforts have been exhausted and no reasonable expectation of recovery exists. Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance for expected credit losses. We manage receivable pools using past due balances as a key credit quality indicator.
The following table summarizes changes in our allowance for expected credit losses for the period indicated:
| Accounts Receivable | Notes Receivable and Other | |||||||||||||
| (in thousands) | ||||||||||||||
| Allowance for expected credit losses at March 31, 2025 | $ | $ | ||||||||||||
| Change in provision for expected credit losses | ||||||||||||||
Dispositions (see Note 15) | ||||||||||||||
| Write-offs charged against the provision | ( | |||||||||||||
| Allowance for expected credit losses at June 30, 2025 | $ | $ | ||||||||||||
Amounts in the table above do not include allowance for expected credit losses related to assets classified as either held for sale or discontinued operations within our March 31, 2025 consolidated balance sheet (see Note 16).
33
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Note 15—Other Matters
Sale of Marketable Equity Securities
As of March 31, 2025, we owned 1,468,337 shares of Prairie Operating Co. (“Prairie”), which were sold during the three months ended June 30, 2025 for $6.0 million. We recognized a loss on sale of $0.6 million within other (expense) income, net in our unaudited condensed consolidated statement of operations for the three months ended June 30, 2025. This loss, combined with the $0.8 million gain on sale recognized during the three months ended March 31, 2025, resulted in an overall gain of $0.2 million on the sale of all Prairie shares we owned.
Dispositions
Water Solutions
Sale of Certain Investments in Unconsolidated Entities and Related Assets
On April 14, 2025, we sold certain investments in unconsolidated entities, property, plant and equipment and intangible assets to a third-party for total consideration of $40.0 million in cash, plus working capital. As discussed below, we recorded a loss of $8.0 million to write down certain investments in unconsolidated entities and related assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025. We also recorded a loss of $1.2 million on the sale within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the three months ended June 30, 2025. We classified the assets and liabilities as held for sale as of March 31, 2025 (see Note 16).
Liquids Logistics
Wholesale Propane Disposition and Sale of Refined Products Business
On April 30, 2025, we completed the Wholesale Propane Disposition and the sale of our refined products business for total consideration of approximately $154.9 million in cash, subject to changes from finalizing the working capital balances. We recorded a gain on each transaction totaling a combined $56.6 million, of which $18.2 million is recorded within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the three months ended June 30, 2025 and $38.4 million is recorded within discontinued operations (see Note 16).
Crude Oil Logistics
Sale of Certain Railcars
As of March 31, 2025, we entered into definitive agreements with third-parties to sell 135 railcars, which have been classified as held for sale (see Note 16). During the three months ended June 30, 2025, we sold 104 of these railcars for total consideration of $5.0 million in cash and recognized a gain of $1.6 million within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations. As of June 30, 2025, we own the remaining 31 railcars which have been classified as held for sale (see Note 16).
From July 1, 2025 to August 7, 2025, we sold 24 of the 31 railcars for total consideration of $1.1 million in cash and expect to record a gain of $0.4 million.
In a separate transaction, on May 16, 2025, we sold 68 railcars to a third-party for total consideration of $2.1 million in cash and we recorded a gain of $0.1 million within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the three months ended June 30, 2025.
Note 16—Assets and Liabilities Held for Sale and Discontinued Operations
As discussed in Note 1, at March 31, 2025, we met the criteria for classifying the assets and liabilities of our refined products business and biodiesel business as either held for sale or discontinued operations and the operations of these businesses as discontinued. Also, as discussed in Note 1 and Note 15, at March 31, 2025, we met the criteria for classifying a portion of our Liquids Logistics segment, certain railcars and certain investments in unconsolidated entities and related assets as held for sale. Upon classification as held for sale, we recorded a loss of $8.0 million to write down certain investments in
34
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
unconsolidated entities and related assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2025, and a valuation allowance included in assets held for sale in our March 31, 2025 consolidated balance sheet.
The following tables summarize the major classes of assets and liabilities classified as held for sale by segment at the dates indicated:
| June 30, 2025 | ||||||||
| Crude Oil Logistics | ||||||||
| (in thousands) | ||||||||
| Assets Held for Sale | ||||||||
| Property, plant and equipment, net | $ | |||||||
| Total assets held for sale | $ | |||||||
| March 31, 2025 | ||||||||||||||||||||||||||
| Water Solutions | Crude Oil Logistics | Liquids Logistics | Total | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Assets Held for Sale | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Accounts receivable, net | ||||||||||||||||||||||||||
| Inventories | ||||||||||||||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||||||||||||||
| Property, plant and equipment, net | ||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||
| Intangible assets, net | ||||||||||||||||||||||||||
| Investments in unconsolidated entities | ||||||||||||||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||||||||||||||
| Other noncurrent assets | ||||||||||||||||||||||||||
| Valuation allowance on assets held for sale | ( | ( | ||||||||||||||||||||||||
| Total assets held for sale | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities Held for Sale | ||||||||||||||||||||||||||
| Accounts payable | $ | $ | $ | $ | ||||||||||||||||||||||
| Accrued expenses and other payables | ||||||||||||||||||||||||||
| Advance payments received from customers | ||||||||||||||||||||||||||
| Operating lease obligations-current | ||||||||||||||||||||||||||
| Operating lease obligations-noncurrent | ||||||||||||||||||||||||||
| Other noncurrent liabilities | ||||||||||||||||||||||||||
| Total liabilities held for sale | $ | $ | $ | $ | ||||||||||||||||||||||
35
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
The following table summarizes the major classes of assets and liabilities classified as discontinued operations in our Liquids Logistics segment at the dates indicated:
| June 30, 2025 | March 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Assets of Discontinued Operations | ||||||||||||||
| Accounts receivable, net | $ | $ | ||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total assets of discontinued operations | $ | $ | ||||||||||||
| Liabilities of Discontinued Operations | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses and other payables | ||||||||||||||
| Total liabilities of discontinued operations | $ | $ | ||||||||||||
The following table summarizes the results of operations from discontinued operations related to our refined products and biodiesel businesses for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Revenues | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||
| Operating expenses | ||||||||||||||
| General and administrative expenses | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Gain on disposal or impairment of assets, net | ( | |||||||||||||
| Operating income (loss) from discontinued operations | ( | |||||||||||||
| Interest expense | ( | |||||||||||||
| Other income, net | ||||||||||||||
| Income (loss) from discontinued operations before taxes | ( | |||||||||||||
| Income tax expense | ( | |||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | $ | ( | |||||||||||
Note 17—Subsequent Events
New Tax Legislation
36
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, 2025. 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 Part II, Item 7–“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, 2025 (“Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on May 29, 2025.
Recent Developments
Discontinued Operations
Sale of Refined Products Business and Exiting Biodiesel Business
As of March 31, 2025, we completed winding down our biodiesel business (see Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
On April 30, 2025, we sold our refined products business, including certain working capital items, to a third-party (see Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
The sale of our refined products business and winding down of our biodiesel business represent 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 for our refined products and biodiesel businesses within our Liquids Logistics segment 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 16 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
Other Dispositions
Sale of Certain Investments in Unconsolidated Entities and Related Assets
On April 14, 2025, we sold certain investments in unconsolidated entities, property, plant and equipment and intangible assets to a third-party (see Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
Sale of Certain Natural Gas Liquids Terminals and Most of Our Wholesale Propane Business
On April 30, 2025, we sold most of our wholesale propane business, 17 of our natural gas liquids terminals, our interest in an unconsolidated entity and working capital (“Wholesale Propane Disposition”) to a third-party (see Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
Sale of Certain Railcars
As of March 31, 2025, we entered into definitive agreements with third-parties to sell certain railcars (see Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
In a separate transaction, on May 16, 2025, we sold certain railcars to a third-party (see Note 15 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion).
Consolidated Results of Operations
How We Evaluate Our Operations
We use a variety of financial and operating metrics to analyze our performance. Our consolidated financial metrics include operating income, income from continuing operations and Adjusted EBITDA. We evaluate segment operating results using operating income, Adjusted EBITDA and our operating metrics, which include various volume and rate statistics that are
37
relevant for the respective segment. These operating metrics allow investors to analyze the various components of segment financial results in terms of volumes and rate/price. We use these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. For additional information on our operating metrics, see the respective segment discussions below.
The following table summarizes our unaudited condensed consolidated statements of operations for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Revenues | $ | 622,156 | $ | 759,234 | ||||||||||||||||||||||
| Cost of sales | 382,812 | 539,305 | ||||||||||||||||||||||||
| Operating expenses | 70,768 | 71,388 | ||||||||||||||||||||||||
| General and administrative expense | 13,740 | 14,964 | ||||||||||||||||||||||||
| Depreciation and amortization | 66,585 | 62,164 | ||||||||||||||||||||||||
| Gain on disposal or impairment of assets, net | (9,199) | (10,666) | ||||||||||||||||||||||||
| Operating income | 97,450 | 82,079 | ||||||||||||||||||||||||
| Equity in earnings of unconsolidated entities | 201 | 300 | ||||||||||||||||||||||||
| Interest expense | (65,545) | (69,739) | ||||||||||||||||||||||||
| Gain on early extinguishment of liabilities, net | 1,492 | — | ||||||||||||||||||||||||
| Other (expense) income, net | (3,515) | 164 | ||||||||||||||||||||||||
| Income from continuing operations before income taxes | 30,083 | 12,804 | ||||||||||||||||||||||||
| Income tax benefit | 182 | 4,799 | ||||||||||||||||||||||||
| Income from continuing operations | 30,265 | 17,603 | ||||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | 39,379 | (7,128) | ||||||||||||||||||||||||
| Net income | 69,644 | 10,475 | ||||||||||||||||||||||||
| Less: Net income from continuing operations attributable to nonredeemable noncontrolling interests | (705) | (792) | ||||||||||||||||||||||||
| Less: Net income from continuing operations attributable to redeemable noncontrolling interests | (17) | — | ||||||||||||||||||||||||
| Net income attributable to NGL Energy Partners LP | $ | 68,922 | $ | 9,683 | ||||||||||||||||||||||
| Adjusted EBITDA - Continuing Operations (1) | $ | 143,972 | $ | 138,620 | ||||||||||||||||||||||
(1) See Adjusted EBITDA definition and reconciliation in “Non-GAAP Financial Measures” section below.
Changes in commodity prices and sales volumes affect both revenues and cost of sales our unaudited condensed consolidated statements of operations and, therefore, the impact is largely offset between these line items.
Operating income increased $15.4 million for the three months ended June 30, 2025, compared with the same period in 2024, primarily as a result of the following:
•Water Solutions – an increase of $0.6 million due primarily to higher water disposal revenues from increased produced water volumes processed, partially offset by increased expenses mainly due to losses on disposal or impairment of assets and higher depreciation and amortization expense;
•Crude Oil Logistics – a decrease of $13.4 million due primarily to lower sales volumes because of lower production on acreage dedicated to us and increased expenses due to a net loss on the sale of assets; and
•Liquids Logistics – an increase of $28.2 million due primarily to lower expenses related to the Wholesale Propane Disposition, including a gain on the sale, and increased margins from the sale of products.
In addition to the items discussed above, interest expense was lower (as discussed below) which was partially offset by a lower income tax benefit (see Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report), losses on marketable securities and a loss from a legal dispute.
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Other Items
Seismic Activity
The subsurface injection of produced water for disposal has been associated with induced seismic events in Texas and New Mexico. While these events have been of relatively low magnitude, industry and relevant state regulators are, nevertheless, taking proactive measures to attempt to prevent similar induced seismic events. More specifically, we are engaged in various collaborative industry efforts with other disposal operators and relevant state regulatory agencies, working to collect and review data, enhance understanding of regional fault systems, and ultimately develop and implement appropriate longer-term mitigation strategies. As part of this effort, we have implemented reductions in injected volumes at certain facilities, and where appropriate have temporarily shut-in facilities. To date, due to the capacity of our integrated system in the affected areas, the diverse locations of our disposal facilities, and the connectivity of our system, our ability to dispose of produced water has not been materially impacted by these actions, and with our unique positioning outside of the affected areas, we have the ability to grow our asset base.
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, 2025.
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Segment Operating Results for the Three Months Ended June 30, 2025 and 2024
Water Solutions
The following table summarizes the operating results of our Water Solutions segment for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| (in thousands, except per barrel and per day amounts) | ||||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Water disposal service fees (1) | $ | 162,075 | $ | 140,998 | $ | 21,077 | ||||||||||||||
| Sale of recovered crude oil | 24,808 | 30,776 | (5,968) | |||||||||||||||||
| Recycled water (2) | 1,376 | 2,260 | (884) | |||||||||||||||||
| Other revenues (1)(2) | 13,021 | 7,376 | 5,645 | |||||||||||||||||
| Total revenues | 201,280 | 181,410 | 19,870 | |||||||||||||||||
| Expenses: | ||||||||||||||||||||
| Cost of sales-excluding impact of derivatives | 1,657 | 1,825 | (168) | |||||||||||||||||
| Cost of sales-derivative gain-unrealized | (3,514) | (861) | (2,653) | |||||||||||||||||
| Cost of sales-derivative loss-realized | — | 36 | (36) | |||||||||||||||||
| Operating expenses | 55,333 | 52,825 | 2,508 | |||||||||||||||||
| General and administrative expenses | 1,245 | 1,211 | 34 | |||||||||||||||||
| Depreciation and amortization expense | 58,076 | 52,712 | 5,364 | |||||||||||||||||
| Loss (gain) on disposal or impairment of assets, net | 3,536 | (10,696) | 14,232 | |||||||||||||||||
| Total expenses | 116,333 | 97,052 | 19,281 | |||||||||||||||||
| Segment operating income | $ | 84,947 | $ | 84,358 | $ | 589 | ||||||||||||||
| Adjusted EBITDA - Continuing Operations (3) | $ | 142,869 | $ | 125,603 | $ | 17,266 | ||||||||||||||
| Produced water processed (barrels per day) | ||||||||||||||||||||
| Delaware Basin | 2,411,622 | 2,161,362 | 250,260 | |||||||||||||||||
| Eagle Ford Basin | 200,773 | 176,306 | 24,467 | |||||||||||||||||
| DJ Basin | 159,219 | 127,698 | 31,521 | |||||||||||||||||
| Total | 2,771,614 | 2,465,366 | 306,248 | |||||||||||||||||
| Recycled water (barrels per day) | 239,437 | 104,432 | 135,005 | |||||||||||||||||
| Total (barrels per day) | 3,011,051 | 2,569,798 | 441,253 | |||||||||||||||||
| Skim oil sold (barrels per day) | 4,603 | 4,425 | 178 | |||||||||||||||||
| Service fees for produced water processed ($/barrel) (4)(5) | $ | 0.64 | $ | 0.63 | $ | 0.01 | ||||||||||||||
| Recovered crude oil for produced water processed ($/barrel) (4) | $ | 0.10 | $ | 0.14 | $ | (0.04) | ||||||||||||||
| Operating expenses for produced water processed ($/barrel) (4) | $ | 0.22 | $ | 0.24 | $ | (0.02) | ||||||||||||||
(1) Water disposal service fees and Other revenues in the table above differ from the amounts reported in Note 10 to our unaudited consolidated financial statements, as the amounts in Note 10 are disaggregated by the performance obligations with type of contract and service provided and the timing of the transfer of goods and services, while the amount above is presented based on how management reviews performance. In the table above, revenues from reimbursements from construction projects, booster operating fees and generator rentals and pipeline revenue are included in Other revenues, while in Note 10 the amounts are included in Water disposal service fees.
(2) Recycled water in the table above differs from the amount of Sale of Water reported in Note 10 to our unaudited consolidated financial statements, as the amounts in Note 10 are disaggregated by the performance obligations with type of contract and service provided and the timing of the transfer of goods and services, while the amount above is presented based on how management reviews performance. In Note 10, Sale of Water includes the sale of produced water, recycled water and brackish non-potable water, which in the table above, brackish non-potable water is included in Other revenues.
(3) See Adjusted EBITDA definition and reconciliation in “Non-GAAP Financial Measures” section below.
(4) Total produced water barrels processed during the three months ended June 30, 2025 and 2024 were 252,216,853 and 224,348,310, respectively. These amounts do not include 16,367,740 barrels and 11,699,806 barrels for the three months ended June 30, 2025 and 2024, respectively, related to payments made by certain producers for committed volumes not delivered, as discussed further below. In addition, water pipeline revenue, which is included in Other Revenues, includes payments from a producer for 9,446,030 committed barrels not delivered during the three months ended June 30, 2025.
(5) Excluding payments made by certain producers for committed volumes not delivered, service fees for produced water processed ($/barrel) would have been $0.61/barrel and $0.61/barrel during the three months ended June 30, 2025 and 2024, respectively.
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Water Disposal Service Fee Revenues. The increase was due primarily to an increase in produced water volumes processed from contracted customers. There was also an increase in payments made by certain producers for committed volumes not delivered.
Recovered Crude Oil Revenues. The decrease was due primarily to lower realized crude oil prices received from the sale of skim oil barrels, partially offset by an increase in skim oil barrels sold due to more skim oil recovered from receiving more produced water.
Recycled Water Revenues. Revenue from recycled water includes the sale of produced water and recycled water for use in our customers’ completion activities. The decrease was due primarily to lower pricing for recycled water, partially offset by higher recycled water volumes related to timing of water to be used in completions.
Other Revenues. Other revenues primarily include reimbursements from construction projects, booster operating fees and generator rentals, water pipeline revenues, solids disposal revenues and brackish non-potable water revenues. The increase was due primarily to higher water pipeline revenue, including payments from a producer for committed volumes not delivered, due to our expanded Lea County Express Pipeline system (“LEX II”) commencing operations during the three months ended December 31, 2024. This increase was partially offset by lower reimbursements from construction projects, booster operating fees and generator rentals.
Cost of Sales-Excluding Impact of Derivatives. The decrease was due primarily to lower costs incurred that will be reimbursed by producers for generator and fuel costs at various booster stations.
Operating and General and Administrative Expenses. The increase was due primarily to higher royalty expense due to volumes related to the LEX II pipeline commencing operations and increased volumes at certain other saltwater disposal wells and higher utilities expense due to increased produced water volumes processed, partially offset by lower bad debt expense.
Depreciation and Amortization Expense. The increase was due primarily to depreciation of newly developed facilities and infrastructure, partially offset by certain long-term assets being fully amortized, impaired or sold during the fiscal year ended March 31, 2025 and three months ended June 30, 2025.
Loss (Gain) on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2025, we recorded a net loss of $3.1 million primarily related to the write down of the value of certain saltwater disposal wells as well as abandonment of certain capital projects and the retirement of certain other assets. We also recorded a net loss of $1.2 million primarily related to the sale of certain assets (see Note 15 to our unaudited condensed consolidated financial statements included in this Quarterly Report). In addition, we recorded a gain of $0.7 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period. During the three months ended June 30, 2024, we recorded a net gain of $10.4 million primarily related to the sale of certain assets and a gain of $0.3 million from insurance recoveries for certain saltwater disposal facilities and boosters damaged in a prior period. In addition, we recorded a net loss of $0.1 million primarily related to the write down of the value of certain saltwater disposal wells as well as abandonment of certain capital projects and the retirement of certain assets.
41
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, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| (in thousands, except per barrel amounts) | ||||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Crude oil sales | $ | 158,528 | $ | 262,609 | $ | (104,081) | ||||||||||||||
| Crude oil transportation and other sales | 9,103 | 17,606 | (8,503) | |||||||||||||||||
| Total revenues | 167,631 | 280,215 | (112,584) | |||||||||||||||||
| Expenses: | ||||||||||||||||||||
| Cost of sales-excluding impact of derivatives | 148,410 | 250,451 | (102,041) | |||||||||||||||||
| Cost of sales-derivative gain-unrealized | (1,131) | (1,980) | 849 | |||||||||||||||||
| Cost of sales-derivative (gain) loss-realized | (161) | 1,138 | (1,299) | |||||||||||||||||
| Operating expenses | 9,208 | 9,341 | (133) | |||||||||||||||||
| General and administrative expenses | 647 | 705 | (58) | |||||||||||||||||
| Depreciation and amortization expense | 6,065 | 6,441 | (376) | |||||||||||||||||
| Loss on disposal or impairment of assets, net | 3,921 | 30 | 3,891 | |||||||||||||||||
| Total expenses | 166,959 | 266,126 | (99,167) | |||||||||||||||||
| Segment operating income | $ | 672 | $ | 14,089 | $ | (13,417) | ||||||||||||||
| Adjusted EBITDA - Continuing Operations (1) | $ | 9,583 | $ | 18,635 | $ | (9,052) | ||||||||||||||
| Crude oil sold (barrels) | 2,424 | 3,174 | (750) | |||||||||||||||||
| Crude oil transported on owned pipelines (barrels) | 4,990 | 5,713 | (723) | |||||||||||||||||
| Crude oil storage capacity - owned and leased (barrels) (2) | 5,232 | 5,232 | — | |||||||||||||||||
| Crude oil storage capacity leased to third-parties (barrels) (2) | 1,650 | 1,500 | 150 | |||||||||||||||||
| Crude oil inventory (barrels) (2) | 391 | 524 | (133) | |||||||||||||||||
| Crude oil sold ($/barrel) | $ | 65.399 | $ | 82.738 | $ | (17.339) | ||||||||||||||
| Cost per crude oil sold ($/barrel) (3) | $ | 61.225 | $ | 78.907 | $ | (17.682) | ||||||||||||||
| Crude oil product margin ($/barrel) (3) | $ | 4.174 | $ | 3.831 | $ | 0.343 | ||||||||||||||
(1) See Adjusted EBITDA definition and reconciliation in “Non-GAAP Financial Measures” section below.
(2) Information is presented as of June 30, 2025 and June 30, 2024, respectively.
(3) Cost and product margin per barrel excludes the impact of derivatives.
Crude Oil Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in sales and cost of sales, excluding the impact of derivatives, were due primarily to lower sales volumes because of lower production on acreage dedicated to us in the DJ Basin during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Lower crude oil prices also significantly contributed to the decrease.
During the three months ended June 30, 2025, the crude oil product margin decreased primarily due to lower volumes and lower prices as discussed further above. The increase in the crude oil product margin per barrel for the three months ended June 30, 2025 was favorably impacted from the sale of lower-priced inventory into a market of rising prices, compared to the opposite occurring in the prior period when higher-priced inventory was sold into a market of declining prices. Crude oil product margin calculations do not include gains and losses from derivatives that may offset the movement in the physical margin.
Crude Oil Transportation and Other Sales. The decrease was primarily due to lower pipeline revenue because of the expiration of certain transportation services contracts on third-party pipelines and lower rental revenue due to the sale of our railcars.
During the three months ended June 30, 2025, physical volumes on the Grand Mesa Pipeline averaged approximately 55,000 barrels per day, compared to approximately 63,000 barrels per day during the three months ended June 30, 2024. Lower contracted volumes were shipped on the Grand Mesa Pipeline due to lower production on acreage dedicated to us in the DJ Basin.
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Operating and General and Administrative Expenses. The decrease was primarily due to lower incentive compensation expense accrued during the three months ended June 30, 2025, lower repairs and maintenance expense and lower utilities expense on the Grand Mesa Pipeline from lower volumes flowing through the system during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. These decreases were partially offset by higher ad valorem taxes.
Depreciation and Amortization Expense. The decrease was primarily due to the sale of railcars during the year ended March 31, 2025 and the three months ended June 30, 2025.
Loss on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2025, we recorded a net loss of $3.9 million on the sale of assets. This amount is comprised of a loss from the sale of linefill held on third-party pipelines of $5.6 million, which includes a loss from derivatives of $1.7 million from hedging transactions relating to the sale of the linefill barrels. The losses from the sale of linefill are partially offset by a gain of $1.7 million on the sale of railcars that were sold during the three months ended June 30, 2025.
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Liquids Logistics
The following table summarizes the operating results of our Liquids Logistics segment for the periods indicated. As discussed above, the operating results of our refined products and biodiesel businesses have been classified as discontinued operations and prior periods have been retrospectively adjusted.
| Three Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| (in thousands, except per gallon amounts) | ||||||||||||||||||||
| Butane: | ||||||||||||||||||||
| Sales | $ | 99,745 | $ | 98,056 | $ | 1,689 | ||||||||||||||
| Cost of sales-excluding impact of derivatives | 94,310 | 94,124 | 186 | |||||||||||||||||
| Cost of sales-derivative (gain) loss-unrealized | (1,486) | 2,506 | (3,992) | |||||||||||||||||
| Cost of sales-derivative gain-realized | (901) | (370) | (531) | |||||||||||||||||
| Product margin | 7,822 | 1,796 | 6,026 | |||||||||||||||||
| Propane: | ||||||||||||||||||||
| Sales | 61,693 | 98,058 | (36,365) | |||||||||||||||||
| Cost of sales-excluding impact of derivatives | 61,368 | 96,650 | (35,282) | |||||||||||||||||
| Cost of sales-derivative (gain) loss-unrealized | (1,369) | 5,207 | (6,576) | |||||||||||||||||
| Cost of sales-derivative gain-realized | (818) | (5,485) | 4,667 | |||||||||||||||||
| Product margin | 2,512 | 1,686 | 826 | |||||||||||||||||
| Other products: | ||||||||||||||||||||
| Sales | 90,230 | 98,200 | (7,970) | |||||||||||||||||
| Cost of sales-excluding impact of derivatives | 86,151 | 95,557 | (9,406) | |||||||||||||||||
| Cost of sales-derivative (gain) loss-unrealized | (23) | 41 | (64) | |||||||||||||||||
| Cost of sales-derivative gain-realized | (12) | (109) | 97 | |||||||||||||||||
| Product margin | 4,114 | 2,711 | 1,403 | |||||||||||||||||
| Service: | ||||||||||||||||||||
| Sales | 1,417 | 3,407 | (1,990) | |||||||||||||||||
| Cost of sales | 335 | 687 | (352) | |||||||||||||||||
| Product margin | 1,082 | 2,720 | (1,638) | |||||||||||||||||
| Expenses: | ||||||||||||||||||||
| Operating expenses | 6,227 | 9,222 | (2,995) | |||||||||||||||||
| General and administrative expenses | 659 | 1,757 | (1,098) | |||||||||||||||||
| Depreciation and amortization expense | 1,567 | 2,356 | (789) | |||||||||||||||||
| Gain on disposal or impairment of assets, net | (16,655) | — | (16,655) | |||||||||||||||||
| Total (income) expenses | (8,202) | 13,335 | (21,537) | |||||||||||||||||
| Segment operating income (loss) | $ | 23,732 | $ | (4,422) | $ | 28,154 | ||||||||||||||
| Adjusted EBITDA - Continuing Operations (1) | $ | 2,871 | $ | 5,736 | $ | (2,865) | ||||||||||||||
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| Three Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| (in thousands, except per gallon amounts) | ||||||||||||||||||||
| Natural gas liquids storage capacity - owned and leased (gallons) (2) | 52,721 | 122,831 | (70,110) | |||||||||||||||||
| Butane sold (gallons) | 96,938 | 95,189 | 1,749 | |||||||||||||||||
| Butane sold ($/gallon) | $ | 1.029 | $ | 1.030 | $ | (0.001) | ||||||||||||||
| Cost per butane sold ($/gallon) (3) | $ | 0.973 | $ | 0.989 | $ | (0.016) | ||||||||||||||
| Butane product margin ($/gallon) (3) | $ | 0.056 | $ | 0.041 | $ | 0.015 | ||||||||||||||
| Butane inventory (gallons) (2) | 40,177 | 52,667 | (12,490) | |||||||||||||||||
| Propane sold (gallons) | 66,775 | 112,504 | (45,729) | |||||||||||||||||
| Propane sold ($/gallon) | $ | 0.924 | $ | 0.872 | $ | 0.052 | ||||||||||||||
| Cost per propane sold ($/gallon) (3) | $ | 0.919 | $ | 0.859 | $ | 0.060 | ||||||||||||||
| Propane product margin ($/gallon) (3) | $ | 0.005 | $ | 0.013 | $ | (0.008) | ||||||||||||||
| Propane inventory (gallons) (2) | 13,283 | 55,676 | (42,393) | |||||||||||||||||
| Other products sold (gallons) | 71,616 | 62,171 | 9,445 | |||||||||||||||||
| Other products sold ($/gallon) | $ | 1.260 | $ | 1.580 | $ | (0.320) | ||||||||||||||
| Cost per other products sold ($/gallon) (3) | $ | 1.203 | $ | 1.537 | $ | (0.334) | ||||||||||||||
| Other products product margin ($/gallon) (3) | $ | 0.057 | $ | 0.043 | $ | 0.014 | ||||||||||||||
| Other products inventory (gallons) (2) | 6,017 | 4,576 | 1,441 | |||||||||||||||||
(1) See Adjusted EBITDA definition and reconciliation in “Non-GAAP Financial Measures” section below.
(2) Information is presented as of June 30, 2025 and June 30, 2024, respectively.
(3) Cost and product margin per gallon excludes the impact of derivatives.
Butane Sales and Cost of Sales-Excluding Impact of Derivatives. The increases in sales and cost of sales, excluding the impact of derivatives, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 were due primarily to a new contract to supply product to a third-party to export out of our Chesapeake terminal.
Butane product margins, excluding the impact of derivatives, increased during the three months ended June 30, 2025 due to the new contract discussed above and more favorable supply contracts.
Propane Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in sales and cost of sales, excluding the impact of derivatives, were due primarily to the Wholesale Propane Disposition.
Propane product margins, excluding the impact of derivatives, decreased during the three months ended June 30, 2025 primarily due to a negative margin from our wholesale propane business, prior to the close of the Wholesale Propane Disposition on April 30, 2025, as we sold higher-priced inventory purchased during the three months ended March 31, 2025 into a declining market.
Other Products Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in sales and cost of sales, excluding the impact of derivatives, were due to a decrease in commodity prices during the three months ended June 30, 2025 compared with the three months ended June 30, 2024. Volumes increased due to strong spot markets for natural gasoline and isobutane and consistent supply of asphalt during the three months ended June 30, 2025.
Other products sales product margins, excluding the impact of derivatives, increased during the three months ended June 30, 2025 due to the increase in volumes, as discussed above, and more favorable supply contracts compared to the prior year period. This was partially offset by lower asphalt margins due to uncertainly in the market with regards to tariffs.
Service Sales and Cost of Sales. The sales includes storage, terminaling and transportation services income. Sales and cost of sales during the three months ended June 30, 2025 decreased due to the Wholesale Propane Disposition and the expiration of a throughput contract during the prior fiscal year.
Operating and General and Administrative Expenses. The decrease during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is due to the Wholesale Propane Disposition.
45
Depreciation and Amortization Expense. Depreciation and amortization expense decreased during the three months ended June 30, 2025 due to the Wholesale Propane Disposition.
Gain on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2025, we recorded a net gain of $18.2 million due to the Wholesale Propane Disposition. We also recorded a net loss of $1.6 million related to the impairment of the certain right-of-use assets.
Corporate and Other
The operating loss within “Corporate and Other” includes the following components for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Other revenues: | ||||||||||||||||||||
| Service revenues | $ | 164 | $ | — | $ | 164 | ||||||||||||||
| Expenses: | ||||||||||||||||||||
| General and administrative expenses | 11,189 | 11,291 | (102) | |||||||||||||||||
| Depreciation and amortization expense | 877 | 655 | 222 | |||||||||||||||||
| Gain on disposal or impairment of assets, net | (1) | — | (1) | |||||||||||||||||
| Total expenses | 12,065 | 11,946 | 119 | |||||||||||||||||
| Operating loss | $ | (11,901) | $ | (11,946) | $ | 45 | ||||||||||||||
| Adjusted EBITDA - Continuing Operations (1) | $ | (11,351) | $ | (11,354) | $ | 3 | ||||||||||||||
(1) See Adjusted EBITDA definition and reconciliation in “Non-GAAP Financial Measures” section below.
Service Revenues. These revenues relate to billings to the noncontrolling interest holders for usage of the airplanes.
General and Administrative Expenses. The expenses during the three months ended June 30, 2025 were consistent with the prior year period.
Depreciation and Amortization Expense. The increase during the three months ended June 30, 2025 was due to depreciation of the two airplanes put into service during the year ended March 31, 2025.
Interest Expense
The following table summarizes the components of our consolidated interest expense for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Senior secured notes | $ | 45,261 | $ | 45,500 | $ | (239) | ||||||||||||||
| Senior secured term loan “B” credit facility (“Term Loan B”) | 14,144 | 17,384 | (3,240) | |||||||||||||||||
| Asset-based revolving credit facility (“ABL Facility”) | 1,886 | 3,144 | (1,258) | |||||||||||||||||
| Other indebtedness | 510 | 1,198 | (688) | |||||||||||||||||
| Total debt interest expense | 61,801 | 67,226 | (5,425) | |||||||||||||||||
| Amortization of debt issuance costs | 3,120 | 2,846 | 274 | |||||||||||||||||
| Unrealized loss on interest rate swaps | 868 | 446 | 422 | |||||||||||||||||
| Realized gain on interest rate swaps | (244) | (779) | 535 | |||||||||||||||||
| Total interest expense | $ | 65,545 | $ | 69,739 | $ | (4,194) | ||||||||||||||
The debt interest expense decreased $5.4 million during the three months ended June 30, 2025 primarily due to reduced interest rates for the Term Loan B during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The ABL Facility interest also decreased due to a decrease in the average balance outstanding during the three months ended June 30, 2025, compared to the prior year period.
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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 net realizable value adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, revaluation of liabilities and other. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income, income 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.
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.
The following table reconciles net income to EBITDA and Adjusted EBITDA for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Net income | $ | 69,644 | $ | 10,475 | ||||||||||||||||||||||
| Less: Net income from continuing operations attributable to nonredeemable noncontrolling interests | (705) | (792) | ||||||||||||||||||||||||
| Less: Net income from continuing operations attributable to redeemable noncontrolling interests | (17) | — | ||||||||||||||||||||||||
| Net income attributable to NGL Energy Partners LP | 68,922 | 9,683 | ||||||||||||||||||||||||
| Interest expense | 65,525 | 69,738 | ||||||||||||||||||||||||
| Income tax benefit | (182) | (4,796) | ||||||||||||||||||||||||
| Depreciation and amortization | 65,826 | 61,849 | ||||||||||||||||||||||||
| EBITDA | 200,091 | 136,474 | ||||||||||||||||||||||||
| Net unrealized (gains) losses on derivatives | (7,540) | 17,956 | ||||||||||||||||||||||||
| Lower of cost or net realizable value adjustments (1) | (2,944) | (330) | ||||||||||||||||||||||||
| Gain on disposal or impairment of assets, net (2) | (47,579) | (10,666) | ||||||||||||||||||||||||
| Gain on early extinguishment of liabilities, net | (1,492) | — | ||||||||||||||||||||||||
| Other (3) | 4,431 | 908 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 144,967 | $ | 144,342 | ||||||||||||||||||||||
| Adjusted EBITDA - Discontinued Operations (4) | $ | 995 | $ | 5,722 | ||||||||||||||||||||||
| Adjusted EBITDA - Continuing Operations | $ | 143,972 | $ | 138,620 | ||||||||||||||||||||||
(1) Lower of cost or net realizable value adjustments in the table above differ from lower of cost or net realizable value adjustments reported in our unaudited condensed consolidated statements of cash flows, as the amounts reported in the table above represent the change in lower of cost or net realizable value adjustments recorded in the unaudited condensed consolidated statements of operations, which includes reversals, whereas the amounts reported in our unaudited condensed consolidated statements of cash flows represent the lower of cost or net realizable value adjustments recorded at the balance sheet date.
(2) Excludes amounts related to unconsolidated entities and noncontrolling interests.
(3) Amounts represent accretion expense for asset retirement obligations, expenses incurred related to legal and advisory costs associated with acquisitions and dispositions, unrealized gains and losses on investments and marketable securities and a loss from a legal dispute.
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(4) Amounts include our refined products and biodiesel businesses.
The following tables reconcile depreciation and amortization amounts per the EBITDA table above to depreciation and amortization amounts 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, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Depreciation and amortization per EBITDA table | $ | 65,826 | $ | 61,849 | ||||||||||||||||||||||
| Depreciation and amortization attributable to unconsolidated entities | (24) | (71) | ||||||||||||||||||||||||
| Depreciation and amortization attributable to noncontrolling interests | 783 | 506 | ||||||||||||||||||||||||
| Depreciation and amortization attributable to discontinued operations | — | (120) | ||||||||||||||||||||||||
| Depreciation and amortization per unaudited condensed consolidated statements of operations | $ | 66,585 | $ | 62,164 | ||||||||||||||||||||||
| Three Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Depreciation and amortization per EBITDA table | $ | 65,826 | $ | 61,849 | ||||||||||
| Amortization of debt issuance costs recorded to interest expense | 3,120 | 2,846 | ||||||||||||
| Amortization of royalty expense recorded to operating expense | 62 | 62 | ||||||||||||
| Depreciation and amortization attributable to unconsolidated entities | (24) | (71) | ||||||||||||
| Depreciation and amortization attributable to noncontrolling interests | 783 | 506 | ||||||||||||
| Depreciation and amortization attributable to discontinued operations | — | (120) | ||||||||||||
| Depreciation and amortization per unaudited condensed consolidated statements of cash flows | $ | 69,767 | $ | 65,072 | ||||||||||
The following table summarizes additional amounts attributable to discontinued operations in the EBITDA and Adjusted EBITDA table above for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Income tax expense | $ | — | $ | 3 | ||||||||||
| Net unrealized (gains) losses on derivatives | $ | (15) | $ | 13,044 | ||||||||||
| Lower of cost or realizable value adjustments | $ | — | $ | (317) | ||||||||||
| Gain on disposal or impairment of assets, net | $ | (38,373) | $ | — | ||||||||||
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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, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Water Solutions | Crude Oil Logistics | Liquids Logistics | Corporate and Other | Continuing Operations | Discontinued Operations | Consolidated | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 84,947 | $ | 672 | $ | 23,732 | $ | (11,901) | $ | 97,450 | $ | — | $ | 97,450 | |||||||||||||||||||||||||||
| Depreciation and amortization | 58,076 | 6,065 | 1,567 | 877 | 66,585 | — | 66,585 | ||||||||||||||||||||||||||||||||||
| Net unrealized gains on derivatives | (3,514) | (1,132) | (2,879) | — | (7,525) | — | (7,525) | ||||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value adjustments | — | — | (2,944) | — | (2,944) | — | (2,944) | ||||||||||||||||||||||||||||||||||
| Loss (gain) on disposal or impairment of assets, net | 3,536 | 3,921 | (16,655) | (1) | (9,199) | — | (9,199) | ||||||||||||||||||||||||||||||||||
| Other (expense) income, net | (133) | 1 | (328) | (3,055) | (3,515) | — | (3,515) | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA attributable to unconsolidated entities | 221 | — | 4 | — | 225 | — | 225 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA attributable to noncontrolling interests | (1,485) | — | — | (68) | (1,553) | — | (1,553) | ||||||||||||||||||||||||||||||||||
| Other | 1,221 | 56 | 374 | 2,797 | 4,448 | — | 4,448 | ||||||||||||||||||||||||||||||||||
| Discontinued operations | — | — | — | — | — | 995 | 995 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 142,869 | $ | 9,583 | $ | 2,871 | $ | (11,351) | $ | 143,972 | $ | 995 | $ | 144,967 | |||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Water Solutions | Crude Oil Logistics | Liquids Logistics | Corporate and Other | Continuing Operations | Discontinued Operations | Consolidated | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 84,358 | $ | 14,089 | $ | (4,422) | $ | (11,946) | $ | 82,079 | $ | — | $ | 82,079 | |||||||||||||||||||||||||||
| Depreciation and amortization | 52,712 | 6,441 | 2,356 | 655 | 62,164 | — | 62,164 | ||||||||||||||||||||||||||||||||||
| Net unrealized (gains) losses on derivatives | (861) | (1,980) | 7,753 | — | 4,912 | — | 4,912 | ||||||||||||||||||||||||||||||||||
| Lower of cost or net realizable value adjustments | — | — | (13) | — | (13) | — | (13) | ||||||||||||||||||||||||||||||||||
| (Gain) loss on disposal or impairment of assets, net | (10,696) | 30 | — | — | (10,666) | — | (10,666) | ||||||||||||||||||||||||||||||||||
| Other income, net | 106 | 2 | 19 | 37 | 164 | — | 164 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA attributable to unconsolidated entities | 387 | — | (16) | — | 371 | — | 371 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA attributable to noncontrolling interests | (1,314) | — | — | — | (1,314) | — | (1,314) | ||||||||||||||||||||||||||||||||||
| Other | 911 | 53 | 59 | (100) | 923 | — | 923 | ||||||||||||||||||||||||||||||||||
| Discontinued operations | — | — | — | — | — | 5,722 | 5,722 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 125,603 | $ | 18,635 | $ | 5,736 | $ | (11,354) | $ | 138,620 | $ | 5,722 | $ | 144,342 | |||||||||||||||||||||||||||
Liquidity, Sources of Capital and Capital Resource Activities
General
Our principal sources of liquidity and capital resource requirements are cash flows from our operations, borrowings under our asset-based revolving credit facility (“ABL Facility”), issuing long-term notes, common and/or preferred units, loans from financial institutions, asset securitizations or asset sales. We expect our primary cash outflows to be related to capital expenditures, interest, repayment of debt maturities and distributions.
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We believe that our anticipated cash flows from operations and the borrowing capacity under the ABL Facility will be sufficient to meet our liquidity needs. Our borrowing needs vary during the year due in part to the seasonal nature of certain businesses within our Liquids Logistics segment. 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 butane blending and propane heating seasons. Our working capital borrowing needs generally decline during the period of January through March, when the cash inflows from our Liquids Logistics segment are the greatest. In addition, our working capital borrowing needs vary with changes in commodity prices. A significant increase in commodity prices could drive up our working capital demands and limit our ability to continue to delever our balance sheet and restrict our financial flexibility. To protect our liquidity and leverage, we have in the past and may in the future enter into economic hedges that mitigate this exposure when we are building inventory. There were no open hedge positions as of June 30, 2025.
Cash Management
We manage cash by utilizing a centralized cash management program that concentrates the cash assets of our operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees. Our centralized cash management program provides that funds in excess of the daily needs of our operating subsidiaries are concentrated, consolidated or otherwise made available for use within our consolidated group. All of our wholly-owned operating subsidiaries participate in this program. Under the cash management program, depending on whether a participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.
Short-Term Liquidity
Our principal sources of short-term liquidity consist of cash flows from our operations and borrowings under the ABL Facility, which we believe will provide liquidity to operate our business, manage our working capital requirements and repay current maturities.
Total commitments under the ABL Facility are $475.0 million, subject to a borrowing base, and includes a sub-limit for letters of credit of $200.0 million. At June 30, 2025, $37.0 million was outstanding under the ABL Facility, letters of credit outstanding were $51.8 million and we had a borrowing base of $313.6 million. The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions.
For additional information related to the ABL Facility, see Note 6 to our unaudited condensed consolidated financial statements included in this Quarterly Report.
As of June 30, 2025, our current assets exceeded our current liabilities by approximately $116.8 million.
Long-Term Financing
We expect to fund our long-term financing requirements by issuing long-term notes, common units and/or preferred units, loans from financial institutions, asset securitizations or asset sales.
Senior Secured Notes
On February 2, 2024, we closed on our private offering of $900.0 million of 8.125% senior secured notes due 2029 (“2029 Senior Secured Notes”) that mature on February 15, 2029 and $1.3 billion of 8.375% senior secured notes due 2032 (“2032 Senior Secured Notes”) that mature on February 15, 2032. Interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes is payable on February 15, May 15, August 15 and November 15 of each year.
Repurchases
During the three months ended June 30, 2025, we repurchased $19.0 million of the 2032 Senior Secured Notes at a total cash cost of $17.3 million (excluding payments of accrued interest).
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Term Loan B
On February 2, 2024, we entered into a new seven-year $700.0 million Term Loan B. The Term Loan B matures on February 2, 2031 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount, with the balance payable on maturity. The amount outstanding at June 30, 2025 is $691.3 million.
For additional information related to our long-term debt, see Note 6 to our unaudited condensed consolidated financial statements included in this Quarterly Report.
Capital Expenditures, Acquisitions and Other Investments
The following table summarizes expansion, maintenance and other non-cash capital expenditures (which excludes additions for tank bottoms and linefill and has been prepared on the accrual basis), acquisitions and other investments for the periods indicated.
| Capital Expenditures | ||||||||||||||||||||||||||||||||
| Expansion | Maintenance | Other (1) | ||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||||||||||||||||||
| 2025 | $ | 9,953 | $ | 11,099 | $ | — | ||||||||||||||||||||||||||
| 2024 | $ | 54,677 | $ | 22,804 | $ | 50 | ||||||||||||||||||||||||||
(1) Amount for the three months ended June 30, 2024 is related to a transaction classified as an acquisition of assets in a prior period.
There were no acquisitions or other investments during the three months ended June 30, 2025 or 2024.
Capital expenditures for the fiscal year ending March 31, 2026 are expected to be approximately $105 million.
Distributions Declared
On June 18, 2025, the board of directors of our GP declared a cash distribution for the quarter ended June 30, 2025 to the holders of the Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”), the Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) and the 9.00% Class D Preferred Units (“Class D Preferred Units”). The total distribution of $26.2 million was made on July 15, 2025 to the holders of record at the close of trading on July 1, 2025.
The board of directors of our GP expects to evaluate the reinstatement of the common unit distributions in due course, taking into account a number of important factors, including our leverage, liquidity, the sustainability of cash flows, upcoming debt maturities, capital expenditures and the overall performance of our businesses.
For additional information related to the payment of distributions, see Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report.
Contractual Obligations
Our contractual obligations primarily consist of purchase commitments, outstanding debt principal and interest obligations, operating lease obligations, asset retirement obligations and other commitments.
For a discussion of contractual obligations, see Note 6, Note 7 and Note 13 to our unaudited condensed consolidated financial statements included in this Quarterly Report.
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Sources (Uses) of Cash
The following table summarizes the sources (uses) of cash and cash equivalents for the periods indicated related to continuing operations (see the footnotes to our unaudited condensed consolidated financial statements included in this Quarterly Report for the footnotes referenced in the table):
| Cash Flow | Three Months Ended June 30, | ||||||||||||||||
| Category | 2025 | 2024 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Sources of cash and cash equivalents: | |||||||||||||||||
| Net cash provided by operating activities-continuing operations | Operating | $ | 17,256 | $ | — | ||||||||||||
Proceeds from divestitures of businesses and investments, net (see Note 15) | Investing | 87,243 | 69,320 | ||||||||||||||
Proceeds from sales of assets (see Note 15) | Investing | 61,120 | 15,879 | ||||||||||||||
Net settlements of derivatives (see Note 9) | Investing | 5,116 | 228 | ||||||||||||||
Net proceeds from borrowings under ABL Facility (see Note 6) | Financing | — | 169,000 | ||||||||||||||
Proceeds from borrowings on other long-term debt (see Note 6) | Financing | — | 6,360 | ||||||||||||||
| Uses of cash and cash equivalents: | |||||||||||||||||
| Net cash used in operating activities-continuing operations | Operating | — | (48,355) | ||||||||||||||
Class D preferred unit repurchases (see Note 8) | Financing | (100,010) | — | ||||||||||||||
Net payments on borrowings under ABL Facility (see Note 6) | Financing | (72,000) | — | ||||||||||||||
Distributions to preferred unitholders (see Note 8) | Financing | (31,536) | (218,091) | ||||||||||||||
Capital expenditures (see Note 10) | Investing | (22,129) | (59,923) | ||||||||||||||
Repayment and repurchase of senior secured notes (see Note 6) | Financing | (17,274) | — | ||||||||||||||
Payments on Term Loan B (see Note 6) | Financing | (1,750) | (1,750) | ||||||||||||||
| Other sources / (uses) – net | Investing and Financing | (9,987) | 1,595 | ||||||||||||||
| Net decrease in cash and cash equivalents-continuing operations | $ | (83,951) | $ | (65,737) | |||||||||||||
Operating Activities-Continuing Operations. The increase in net cash provided by operating activities during the three months ended June 30, 2025 was due primarily to higher earnings from operations as well as fluctuations in working capital, particularly accounts receivable and accounts payable, due to lower crude oil volumes and lower crude oil prices, lower purchases and sales of natural gas liquids due to the Wholesale Propane Disposition and the timing of invoices and payments on construction projects as well as fluctuations in inventory due to building our natural gas liquids inventories in anticipation of the butane blending and heating seasons. Also, on June 13, 2024, we paid LCT Capital, LLC (“LCT”) $63.3 million related to the legal judgment against us, of which $27.2 million represented interest and $0.1 million of costs awarded to LCT.
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 Estimates
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 more critical judgment areas in the application of our 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 estimates previously disclosed in our Annual Report.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Long-Term Debt
A 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 ABL Facility is variable-rate debt with interest rates that are generally indexed to the prime rate or a secured overnight financing rate (“SOFR”) plus an applicable margin. At June 30, 2025, $37.0 million was outstanding under the ABL Facility at a weighted average interest rate of 8.10%. A change in interest rates of 0.125% would result in an increase or decrease of our annual interest expense of less than $0.1 million, based on borrowings outstanding at June 30, 2025.
The Term Loan B is variable-rate debt with interest rates that are generally indexed to SOFR plus an applicable margin. At June 30, 2025, $691.3 million was outstanding under the Term Loan B with an interest rate of SOFR of 4.33% plus a margin of 3.75%. A change in interest rates of 0.125% would result in an increase or decrease of our annual interest expense of $0.9 million, based on borrowings outstanding at June 30, 2025.
Interest Rate Swaps
In March and April 2024, we entered into interest rate swaps totaling $400.0 million to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B. In September 2024, for the $200.0 million interest rate swap entered into in April 2024, we entered into a transaction to extend the original maturity date and to blend the existing swap rate (see Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion). An increase of 10% in the value of the underlying interest rate swaps would result in a net change in the fair value of our interest rate swaps of $0.3 million at June 30, 2025.
Preferred Unit Distributions
The current distribution rate for the Class B Preferred Units is a floating rate of the three-month CME Term SOFR plus a tenor spread adjustment plus a spread of 7.213% (see Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion). A change in interest rates of 0.125% would result in an increase or decrease of our Class B Preferred Unit distribution of $0.1 million, based on the Class B Preferred Units outstanding at June 30, 2025.
The current distribution rate for the Class C Preferred Units is a floating rate of the three-month CME Term SOFR plus a spread of 7.384% (see Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion). A change in interest rates of 0.125% would result in an increase or decrease of our Class C Preferred Unit distribution of less than $0.1 million, based on the Class C Preferred Units outstanding at June 30, 2025.
The current distribution rate for the Class D Preferred Units is a floating rate of the three-month CME Term SOFR plus a spread of 7.00% (see Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion). A change in interest rates of 0.125% would result in an increase or decrease of our Class D Preferred Unit distribution of $0.2 million, based on the Class D Preferred Units outstanding at June 30, 2025.
Commodity Price Risk
Our operations are subject to certain business risks, including commodity price risk. Commodity price risk is the risk that the market value of crude oil or natural gas liquids will change, either favorably or unfavorably, in response to changing market conditions. Procedures and limits for managing commodity price risks are specified in our market risk policy. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel.
The crude oil and natural gas liquids industries are “margin-based” and “cost-plus” businesses in which our realized margins depend on the differential of sales prices over our 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 and natural gas liquids.
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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 commercial, retail and industrial 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, and within cash flows from operations in our unaudited condensed consolidated statements of cash flows.
The following table summarizes the hypothetical impact on the June 30, 2025 fair value of our commodity derivatives of an increase of 10% in the value of the underlying commodity.
| Increase (Decrease) To Fair Value | |||||
| (in thousands) | |||||
| Crude oil (Water Solutions segment) | $ | (182) | |||
| Crude oil (Crude Oil Logistics segment) | $ | (1,076) | |||
| Propane (Liquids Logistics segment) | $ | (102) | |||
| Butane (Liquids Logistics segment) | $ | (3,513) | |||
| Other (Liquids Logistics segment) | $ | (27) | |||
Changes in commodity prices may also impact the volumes that we are able to transport, dispose, store and market, which also impact our cash flows.
Credit Risk
Our operations are also subject to credit risk, which is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract. Procedures and limits for managing credit risk are specified in our credit policy. Credit risk is monitored daily and we believe we minimize exposure through the following:
•requiring certain customers to prepay or place deposits for our products and services;
•requiring certain customers to post letters of credit or other forms of surety;
•monitoring individual customer receivables relative to previously-approved credit limits;
•requiring certain customers to take delivery of their contracted volume ratably rather than allow them to take delivery at their discretion;
•entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions;
•reviewing the receivable aging regularly to identify issues or trends that may develop; and
•requiring marketing personnel to manage their customers’ receivable position and suspend sales to customers that have not timely paid outstanding invoices.
At June 30, 2025, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers.
Fair Value
We determine the fair value of our exchange traded derivative financial instruments utilizing publicly available prices, and for non-exchange traded derivative financial instruments, we utilize pricing models for similar instruments including publicly available prices and forward curves generated from a compilation of data gathered from third-parties.
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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 (“Exchange Act”), that are designed to ensure the 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 GP, 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 GP, of the effectiveness of the design and operation of our disclosure controls and procedures at June 30, 2025. Based on this evaluation, the principal executive officer and principal financial officer of our GP have concluded that as of June 30, 2025, such disclosure controls and procedures were effective.
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, 2025 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 caption “Legal Contingencies” in Note 7 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, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 5, 2024, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $50.0 million of our outstanding common units from time to time in the open market, including pursuant to a repurchase plan administrated in accordance with Rule 10b5-1 under the Exchange Act, or in other privately negotiated transactions. This program does not have a fixed expiration date. The common unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of our common units.
The following table summarizes the repurchase of common units during the three months ended June 30, 2025:
| Total Number of | ||||||||||||||||||||||||||
| Common Units | Approximate Dollar Value | |||||||||||||||||||||||||
| Total Number of | Average Price | Purchased as Part | of Common Units | |||||||||||||||||||||||
| Common Units | Paid Per | of Publicly Announced | that May Yet be Purchased | |||||||||||||||||||||||
| Period | Purchased | Common Unit | Program | under the Program | ||||||||||||||||||||||
| April 1-30, 2025 | — | $ | — | — | $ | 47,873,555 | ||||||||||||||||||||
| May 1-31, 2025 | — | $ | — | — | $ | 47,873,555 | ||||||||||||||||||||
| June 1-30, 2025 | 1,873,838 | $ | 4.2323 | 1,873,838 | $ | 39,805,988 | ||||||||||||||||||||
| Total | 1,873,838 | 1,873,838 | ||||||||||||||||||||||||
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2025, no director or officer of the Partnership adopted terminated
56
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 4.1 | ||||||||
| 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** | Inline XBRL Schema Document | |||||||
| 101.CAL** | Inline XBRL Calculation Linkbase Document | |||||||
| 101.DEF** | Inline XBRL Definition Linkbase Document | |||||||
| 101.LAB** | Inline XBRL Label Linkbase Document | |||||||
| 101.PRE** | Inline XBRL Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Exhibits filed with this report.
** The following documents are formatted in Inline XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets at June 30, 2025 and March 31, 2025, (ii) Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2025 and 2024, (iv) Unaudited Condensed Consolidated Statements of Changes in Equity for the three months ended June 30, 2025 and 2024, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.
57
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 thereunto duly authorized.
| NGL Energy Partners LP | |||||||||||
| By: | NGL Energy Holdings LLC, its general partner | ||||||||||
| Date: August 7, 2025 | By: | /s/ H. Michael Krimbill | |||||||||
| H. Michael Krimbill | |||||||||||
| Chief Executive Officer | |||||||||||
| Date: August 7, 2025 | By: | /s/ Bradley P. Cooper | |||||||||
Bradley P. Cooper | |||||||||||
| Chief Financial Officer | |||||||||||
58
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 7, 2025 | /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, Bradley P. Cooper, 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 7, 2025 | /s/ Bradley P. Cooper | ||||
Bradley P. Cooper | |||||
| 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
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, 2025 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 7, 2025 | /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
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, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley P. Cooper, 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 7, 2025 | /s/ Bradley P. Cooper | ||||
Bradley P. Cooper | |||||
| 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.