Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35172 | |
Entity Registrant Name | NGL Energy Partners LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3427920 | |
Entity Address, Address Line One | 6120 South Yale Avenue, Suite 805 | |
Entity Address, City or Town | Tulsa, | |
Entity Address, State or Province | OK | |
Entity Address, Postal Zip Code | 74136 | |
City Area Code | (918) | |
Local Phone Number | 481-1119 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 130,695,970 | |
Entity Central Index Key | 0001504461 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
NEW YORK STOCK EXCHANGE, INC. | Common units | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common units representing Limited Partner Interests | |
Trading Symbol | NGL | |
Security Exchange Name | NYSE | |
NEW YORK STOCK EXCHANGE, INC. | Class B Perpetual Preferred Units | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Fixed-to-floating rate cumulative redeemable perpetual preferred units | |
Trading Symbol | NGL-PB | |
Security Exchange Name | NYSE | |
NEW YORK STOCK EXCHANGE, INC. | Class C Perpetual Preferred Units | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Fixed-to-floating rate cumulative redeemable perpetual preferred units | |
Trading Symbol | NGL-PC | |
Security Exchange Name | NYSE |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 816 | $ 3,822 |
Accounts receivable-trade, net of allowance for expected credit losses of $2,625 and $2,626, respectively | 1,304,831 | 1,123,163 |
Accounts receivable-affiliates | 9,238 | 8,591 |
Inventories | 301,298 | 251,277 |
Prepaid expenses and other current assets | 133,135 | 159,486 |
Total current assets | 1,749,318 | 1,546,339 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $918,150 and $887,006, respectively | 2,455,580 | 2,462,390 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | (918,150) | (887,006) |
GOODWILL | 744,439 | 744,439 |
INTANGIBLE ASSETS, net of accumulated amortization of $527,994 and $507,285, respectively | 1,116,122 | 1,135,354 |
INTANGIBLE ASSETS, accumulated amortization | (527,994) | (507,285) |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 22,571 | 21,897 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 107,176 | 114,124 |
OTHER NONCURRENT ASSETS | 42,352 | 45,802 |
Total assets | 6,237,558 | 6,070,345 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 1,150,270 | 1,084,837 |
Accounts payable-affiliates | 91 | 73 |
Accrued expenses and other payables | 179,101 | 140,719 |
Advance payments received from customers | 21,819 | 7,934 |
Current maturities of long-term debt | 2,430 | 2,378 |
Operating lease obligations | 38,667 | 41,261 |
Total current liabilities | 1,392,378 | 1,277,202 |
LONG-TERM DEBT, net of debt issuance costs of $39,938 and $42,988, respectively, and current maturities | 3,384,571 | 3,350,463 |
Debt issuance costs, noncurrent, net | (39,938) | (42,988) |
OPERATING LEASE OBLIGATIONS | 68,963 | 72,784 |
OTHER NONCURRENT LIABILITIES | 103,518 | 104,346 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
EQUITY: | ||
General partner, representing a 0.1% interest, 130,827 and 130,827 notional units, respectively | (52,483) | (52,478) |
Limited partners, representing a 99.9% interest, 130,695,970 and 130,695,970 common units issued and outstanding, respectively | 424,849 | 401,486 |
Accumulated other comprehensive loss | (358) | (308) |
Noncontrolling interests | 16,664 | 17,394 |
Total equity | 737,031 | 714,453 |
Total liabilities and equity | 6,237,558 | 6,070,345 |
Series D Preferred Stock | ||
CURRENT LIABILITIES: | ||
CLASS D 9.00% PREFERRED UNITS, 600,000 and 600,000 preferred units issued and outstanding, respectively | $ 551,097 | $ 551,097 |
Preferred units dividend rate | 9% | |
Temporary equity, issued and outstanding (in units) | 600,000 | 600,000 |
Series B Preferred Stock | ||
EQUITY: | ||
Preferred limited partners | $ 305,468 | $ 305,468 |
Preferred units, issued and outstanding (in units) | 12,585,642 | 12,585,642 |
Series C Preferred Stock | ||
EQUITY: | ||
Preferred limited partners | $ 42,891 | $ 42,891 |
Preferred units, issued and outstanding (in units) | 1,800,000 | 1,800,000 |
General Partner | ||
EQUITY: | ||
General partner interest | 0.10% | |
General partner, notional units outstanding (in units) | 130,827 | 130,827 |
Limited Partner | ||
EQUITY: | ||
Limited partner interest | 99.90% | |
Limited partners, common units issued and outstanding (in units) | 130,695,970 | 130,695,970 |
Trade Accounts Receivable | ||
CURRENT ASSETS: | ||
Accounts receivable-trade, allowance for expected credit loss | $ 2,625 | $ 2,626 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Total Revenues | $ 2,497,383 | $ 1,488,655 |
Total Cost of Sales | 2,255,011 | 1,324,793 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 71,860 | 65,784 |
General and administrative | 16,757 | 15,774 |
Depreciation and amortization | 66,660 | 84,102 |
(Gain) loss on disposal or impairment of assets, net | (168) | 67,536 |
Operating Income (Loss) | 87,263 | (69,334) |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 674 | 212 |
Interest expense | (67,311) | (67,130) |
Gain on early extinguishment of liabilities, net | 1,662 | 51 |
Other income, net | 646 | 1,249 |
Income (Loss) Before Income Taxes | 22,934 | (134,952) |
INCOME TAX BENEFIT | 172 | 450 |
Net Income (Loss) | 23,106 | (134,502) |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (245) | (438) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 22,861 | (134,940) |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (4,679) | $ (159,332) |
BASIC LOSS PER COMMON UNIT | $ (0.04) | $ (1.23) |
DILUTED LOSS PER COMMON UNIT | $ (0.04) | $ (1.23) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 130,695,970 | 129,593,939 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 130,695,970 | 129,593,939 |
Operating segment | Water solutions | ||
Total Revenues | $ 166,079 | $ 130,226 |
Total Cost of Sales | 10,225 | 10,338 |
OPERATING COSTS AND EXPENSES: | ||
Operating Income (Loss) | 53,605 | 7,583 |
Operating segment | Crude oil logistics | ||
Total Revenues | 865,371 | 553,624 |
Total Cost of Sales | 822,370 | 537,257 |
OPERATING COSTS AND EXPENSES: | ||
Operating Income (Loss) | 18,989 | (11,581) |
Operating segment | Liquids logistics | ||
Total Revenues | 1,465,933 | 804,805 |
Total Cost of Sales | 1,422,416 | 777,198 |
OPERATING COSTS AND EXPENSES: | ||
Operating Income (Loss) | $ 26,640 | $ (53,409) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 23,106 | $ (134,502) |
Other comprehensive (loss) income | (50) | 8 |
Comprehensive income (loss) | $ 23,056 | $ (134,494) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Accumulated other comprehensive (loss) income | Noncontrolling Interests | General Partner | Preferred Class B and Class C Preferred Units | Preferred Class B and Class C Preferred Units Preferred Class B and Class C Preferred Units | Limited Partner | Limited Partner Common units |
Beginning Balance (in units) at Mar. 31, 2021 | 14,385,642 | 129,593,999 | ||||||
Beginning Balance at Mar. 31, 2021 | $ 948,159 | $ (266) | $ 69,471 | $ (52,189) | $ 348,359 | $ 582,784 | ||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions to noncontrolling interest owners | (444) | (444) | ||||||
Sawtooth joint venture disposition | (51,097) | (51,097) | ||||||
Equity issued pursuant to incentive compensation plan (Note 8) | 960 | 960 | ||||||
Net (loss) income | (134,502) | 438 | (159) | (134,781) | ||||
Other comprehensive loss | 8 | 8 | ||||||
Ending Balance (in units) at Jun. 30, 2021 | 14,385,642 | 129,593,999 | ||||||
Ending Balance at Jun. 30, 2021 | 763,084 | (258) | 18,368 | (52,348) | 348,359 | 448,963 | ||
Beginning Balance (in units) at Mar. 31, 2022 | 14,385,642 | 130,695,970 | ||||||
Beginning Balance at Mar. 31, 2022 | 714,453 | (308) | 17,394 | (52,478) | 348,359 | 401,486 | ||
Increase (Decrease) in Partnership Capital | ||||||||
Distributions to noncontrolling interest owners | (975) | (975) | ||||||
Equity issued pursuant to incentive compensation plan (Note 8) | 497 | 497 | ||||||
Net (loss) income | 23,106 | 245 | (5) | 22,866 | ||||
Other comprehensive loss | (50) | (50) | ||||||
Ending Balance (in units) at Jun. 30, 2022 | 14,385,642 | 130,695,970 | ||||||
Ending Balance at Jun. 30, 2022 | $ 737,031 | $ (358) | $ 16,664 | $ (52,483) | $ 348,359 | $ 424,849 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 23,106 | $ (134,502) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization, including amortization of debt issuance costs | 70,968 | 87,981 |
Gain on early extinguishment of liabilities, net | (1,662) | (51) |
Non-cash equity-based compensation expense | 497 | 960 |
(Gain) loss on disposal or impairment of assets, net | (168) | 67,536 |
Change in provision for expected credit losses | (419) | (21) |
Net adjustments to fair value of commodity derivatives | 41,068 | 56,657 |
Equity in earnings of unconsolidated entities | (674) | (212) |
Distributions of earnings from unconsolidated entities | 0 | 1,379 |
Lower of cost or net realizable value adjustments | 5,475 | 92 |
Other | 1,395 | 469 |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable-trade and affiliates | (181,341) | (117,733) |
Inventories | (55,507) | (96,816) |
Other current and noncurrent assets | (4,613) | 31,687 |
Accounts payable-trade and affiliates | 66,927 | 83,753 |
Other current and noncurrent liabilities | 37,434 | 13,658 |
Net cash provided by (used in) operating activities | 2,486 | (5,163) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (41,006) | (46,760) |
Net settlements of commodity derivatives | (2,267) | (59,857) |
Proceeds from sales of assets | 6,851 | 126 |
Proceeds from divestitures of businesses and investments, net | 0 | 63,489 |
Investments in unconsolidated entities | 0 | (116) |
Distributions of capital from unconsolidated entities | 0 | 243 |
Net cash used in investing activities | (36,422) | (42,875) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facility | 552,000 | 304,000 |
Payments on revolving credit facility | (497,000) | (231,000) |
Repayment and repurchase of senior unsecured notes | (21,517) | (18,393) |
Payments on other long-term debt | (630) | (5,578) |
Debt issuance costs | (592) | (2,416) |
Distributions to noncontrolling interest owners | (975) | (444) |
Payments to settle contingent consideration liabilities | (356) | (489) |
Net cash provided by financing activities | 30,930 | 45,680 |
Net decrease in cash and cash equivalents | (3,006) | (2,358) |
Cash and cash equivalents, beginning of period | 3,822 | 4,829 |
Cash and cash equivalents, end of period | 816 | 2,471 |
Supplemental cash flow information: | ||
Cash interest paid | 34,166 | 35,522 |
Income taxes paid (net of income tax refunds) | 1,748 | 1,299 |
Supplemental non-cash investing and financing activities: | ||
Accrued capital expenditures | $ 20,273 | $ 6,944 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership. NGL Energy Holdings LLC serves as our general partner (“GP”). At June 30, 2022, 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, refineries, 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 which include minimum volume commitments on our owned and leased pipelines. • Our Liquids Logistics segment conducts supply operations for natural gas liquids, refined petroleum products and biodiesel to a broad range of commercial, retail and industrial customers across the United States and Canada. These operations are conducted through our 24 owned terminals, third-party storage and terminal facilities, 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. Our propane pipeline in Michigan was completed on August 8, 2022. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our unaudited condensed consolidated financial statements. Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited condensed consolidated financial statements exclude certain information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed in this Quarterly Report. The unaudited condensed consolidated balance sheet at March 31, 2022 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2022 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on June 6, 2022. 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, 2023. 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 collectibility of accounts and notes receivable 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 United States federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership. We have a deferred tax liability of $42.9 million and $43.5 million at June 30, 2022 and March 31, 2022, respectively, as a result of acquiring corporations 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, 2022 was $0.7 million with an effective tax rate of 24.1%. The deferred tax benefit recorded during the three months ended June 30, 2021 was $1.1 million with an effective tax rate of 23.1%. 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 uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at June 30, 2022 or March 31, 2022. Inventories Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments. Inventories consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Crude oil $ 91,345 $ 135,485 Propane 81,101 43,971 Butane 71,929 33,144 Biodiesel 37,550 20,474 Diesel 3,801 3,504 Ethanol 3,698 3,503 Other 11,874 11,196 Total $ 301,298 $ 251,277 Investments in Unconsolidated Entities Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Interest June 30, 2022 March 31, 2022 (in thousands) Water services and land company Water Solutions 50% $ 16,264 $ 15,714 Water services and land company Water Solutions 10% 2,898 2,863 Water services and land company Water Solutions 50% 2,381 2,210 Aircraft company (1) Corporate and Other 50% 473 538 Water services company Water Solutions 50% 409 409 Natural gas liquids terminal company Liquids Logistics 50% 146 163 Total $ 22,571 $ 21,897 (1) This is an investment with a related party. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Linefill (1) $ 28,065 $ 28,065 Minimum shipping fees - pipeline commitments (2) 7,831 8,899 Loan receivable (3) 1,039 3,147 Other 5,417 5,691 Total $ 42,352 $ 45,802 (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, 2022 and March 31, 2022, linefill consisted of 423,978 barrels of crude oil. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4). (2) Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for a contract with a crude oil pipeline operator. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 7). As of June 30, 2022, the deficiency credit was $12.1 million, of which $4.3 million is recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet. (3) Represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party. During the three months ended June 30, 2022, we received a $2.0 million prepayment for this loan receivable and also reduced the final payment due July 31, 2023 to $1.1 million. We discounted the final payment to its net present value with the amount of the reduction in the value of the final payment recorded as a loss within (gain) loss on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Accrued interest $ 85,063 $ 56,104 Derivative liabilities 23,013 27,108 Accrued compensation and benefits 16,622 18,417 Excise and other tax liabilities 10,301 10,451 Product exchange liabilities 8,211 853 Other 35,891 27,786 Total $ 179,101 $ 140,719 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU (i) simplifies an issuer’s accounting for convertible instruments by eliminating two of the three models in Accounting Standards Codification (“ASC”) 470-20 that require separate accounting for embedded conversion features, (ii) amends diluted earnings per share calculations for convertible instruments by requiring the use of the if-converted method and (iii) simplifies the settlement assessment entities are required to perform on contracts that can potentially settle in an entity’s own equity by removing certain requirements. We adopted this guidance on April 1, 2022, using the modified retrospective method. Under our Class D Preferred Unit (as defined in Note 8) agreement, we are permitted to issue common units to redeem a portion of the outstanding Class D Preferred Units. Using the if-converted method, we expect our calculation of earnings per unit to be impacted by both an increase in the number of diluted weighted average common units outstanding and a decrease in the amount of Class D Preferred Unit distributions, when they are determined to be dilutive. Other than the potential impact to our future earnings per unit calculations, the adoption of this guidance did not impact our financial position, results of operations or cash flows related to any debt or preferred units issued prior to adoption. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance is effective prospectively upon issuance through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of this ASU. On April 13, 2022, the ABL Facility (as defined herein) was amended to replace the LIBOR benchmark with the SOFR (as defined herein) benchmark (as discussed further in Note 6). We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows. |
Loss Per Common Unit
Loss Per Common Unit | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Unit [Abstract] | |
Loss Per Common Unit | 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, 2022 2021 Weighted average common units outstanding during the period: Common units - Basic 130,695,970 129,593,939 Common units - Diluted 130,695,970 129,593,939 For the three months ended June 30, 2022 and 2021, all potential common units or convertible securities were considered antidilutive. Our loss per common unit is as follows for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands, except unit and per unit amounts) Net income (loss) $ 23,106 $ (134,502) Less: Net income attributable to noncontrolling interests (245) (438) Net income (loss) attributable to NGL Energy Partners LP 22,861 (134,940) Less: Distributions to preferred unitholders (1) (27,545) (24,551) Less: Net loss allocated to GP (2) 5 159 Net loss allocated to common unitholders $ (4,679) $ (159,332) Basic loss per common unit $ (0.04) $ (1.23) Diluted loss per common unit $ (0.04) $ (1.23) Basic weighted average common units outstanding 130,695,970 129,593,939 Diluted weighted average common units outstanding 130,695,970 129,593,939 (1) Includes cumulative distributions for the three months ended June 30, 2022 and 2021 which were earned but not declared or paid (see Note 8 for a further discussion of the suspension of common unit and preferred unit distributions). (2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2022 March 31, 2022 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 173,815 $ 173,199 Pipeline and related facilities 30 - 40 265,643 265,643 Vehicles and railcars 3 - 25 92,819 93,126 Water treatment facilities and equipment 3 - 30 2,048,478 2,040,687 Crude oil tanks and related equipment 2 - 30 236,845 236,805 Barges and towboats 5 - 30 145,123 138,778 Information technology equipment 3 - 7 48,309 48,664 Buildings and leasehold improvements 3 - 40 148,366 151,071 Land 99,567 100,038 Tank bottoms and linefill (1) 30,454 30,443 Other 3 - 20 15,225 15,252 Construction in progress 69,086 55,690 3,373,730 3,349,396 Accumulated depreciation (918,150) (887,006) Net property, plant and equipment $ 2,455,580 $ 2,462,390 (1) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. 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. The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Depreciation expense $ 47,051 $ 60,606 Capitalized interest expense $ 249 $ 332 We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within (gain) loss on disposal or impairment of assets, net in our unaudited condensed consolidated statement 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, 2022 (in thousands) Water Solutions $ 1,412 Crude Oil Logistics (1,370) Total $ 42 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: June 30, 2022 March 31, 2022 Description Weighted-Average Remaining Useful Life Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.3 $ 1,200,919 $ (451,372) $ 749,547 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 22.0 192,000 (23,040) 168,960 192,000 (21,120) 170,880 Pipeline capacity rights 21.4 7,799 (2,232) 5,567 7,799 (2,167) 5,632 Rights-of-way and easements 31.6 91,886 (12,908) 78,978 91,664 (12,201) 79,463 Water rights 16.9 99,869 (21,916) 77,953 99,869 (20,404) 79,465 Executory contracts and other agreements 22.9 21,346 (3,491) 17,855 20,931 (3,014) 17,917 Non-compete agreements 0.8 7,000 (6,817) 183 7,000 (6,487) 513 Debt issuance costs (1) 3.7 23,042 (6,218) 16,824 22,202 (5,055) 17,147 Total amortizable 1,643,861 (527,994) 1,115,867 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,644,116 $ (527,994) $ 1,116,122 $ 1,642,639 $ (507,285) $ 1,135,354 (1) Includes debt issuance costs related to the ABL Facility (as defined herein). Debt issuance costs related to the fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2022 2021 (in thousands) Depreciation and amortization $ 19,609 $ 23,496 Cost of sales 68 73 Interest expense 1,163 682 Operating expenses 62 62 Total $ 20,902 $ 24,313 The following table summarizes expected amortization of our intangible assets at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 61,751 2024 75,923 2025 67,706 2026 64,853 2027 60,259 2028 57,407 Thereafter 727,968 Total $ 1,115,867 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: June 30, 2022 March 31, 2022 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (“2026 Senior Secured Notes”) $ 2,050,000 $ (32,886) $ 2,017,114 $ 2,050,000 $ (35,140) $ 2,014,860 Asset-based revolving credit facility (“ABL Facility”) 171,000 — 171,000 116,000 — 116,000 Senior unsecured notes: 7.500% Notes due 2023 (“2023 Notes”) 452,442 (1,516) 450,926 475,702 (1,873) 473,829 6.125% Notes due 2025 (“2025 Notes”) 380,020 (2,245) 377,775 380,020 (2,456) 377,564 7.500% Notes due 2026 (“2026 Notes”) 332,402 (3,235) 329,167 332,402 (3,460) 328,942 Other long-term debt 41,075 (56) 41,019 41,705 (59) 41,646 3,426,939 (39,938) 3,387,001 3,395,829 (42,988) 3,352,841 Less: Current maturities 2,430 — 2,430 2,378 — 2,378 Long-term debt $ 3,424,509 $ (39,938) $ 3,384,571 $ 3,393,451 $ (42,988) $ 3,350,463 (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. 2026 Senior Secured Notes The 2026 Senior Secured Notes bear interest at 7.5%, which is payable on February 1 and August 1 of each year, beginning on August 1, 2021. The 2026 Senior Secured Notes mature on February 1, 2026. The 2026 Senior Secured Notes were issued pursuant to an indenture dated February 4, 2021 (the “Indenture”). The 2026 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, renewable energy tax credits and related assets and second priority liens on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits 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 merge, consolidate or transfer or sell all or substantially all of our assets. The Indenture specifically restricts our ability to pay distributions until our total leverage ratio (as defined in the Indenture) for the most recently ended four full fiscal quarters at the time of the distribution is not greater than 4.75 to 1.00. These covenants are subject to a number of important exceptions and qualifications. Compliance At June 30, 2022, we were in compliance with the covenants under the 2026 Senior Secured Notes Indenture. ABL Facility The $500.0 million ABL Facility is subject to a borrowing base, which includes a sub-limit for letters of credit. The initial borrowing base was $500.0 million. On April 13, 2022, we amended the ABL Facility to increase the commitments to $600.0 million under the accordion feature within the ABL Facility. As part of the amendment, we agreed to reduce the commitments back to $500.0 million on or before March 31, 2023. In addition, the sub-limit for letters of credit was increased to $250.0 million and the LIBOR benchmark was replaced with an adjusted forward-looking term rate based on the secured overnight financing rate (“SOFR”) as the interest rate benchmark. 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, renewable energy tax credits and related assets and a second priority lien on all of our other assets. At June 30, 2022, $171.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $143.6 million. The ABL Facility is scheduled to mature at the earliest of (a) February 4, 2026 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, if such indebtedness is outstanding at such time, subject to certain exceptions. At June 30, 2022, the borrowings under the ABL Facility had a weighted average interest rate of 4.84% calculated as the prime rate of 4.75% plus a margin of 1.75% on the alternate base borrowings and the weighted average SOFR of 1.28% plus a margin of 2.75% for the SOFR borrowings. On June 30, 2022, 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, 2022, no Cash Dominion Event had occurred. Compliance At June 30, 2022, we were in compliance with the covenants under the ABL Facility. Senior Unsecured Notes The senior unsecured notes include the 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Senior Unsecured Notes”). Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the period indicated: Three Months Ended June 30, 2022 (in thousands) 2023 Notes Notes repurchased $ 23,260 Cash paid (excluding payments of accrued interest) $ 21,517 Gain on early extinguishment of debt (1) $ 1,662 (1) Gain on early extinguishment of debt for the three months ended June 30, 2022 is inclusive of the write-off of debt issuance costs of $0.1 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, 2022, we were in compliance with the covenants under all of the Senior Unsecured Notes indentures. Other Long-term Debt On October 29, 2020, we entered into an equipment loan for $45.0 million which bears interest at a rate of 8.6% and is secured by certain of our barges and towboats. We have an aggregate principal balance of $41.1 million at June 30, 2022. The loan matures on November 1, 2027. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at June 30, 2022: Fiscal Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other Total (in thousands) 2023 (nine months) $ — $ — $ — $ 1,748 $ 1,748 2024 — — 452,442 2,816 455,258 2025 — — 380,020 3,068 383,088 2026 2,050,000 171,000 — 3,343 2,224,343 2027 — — 332,402 3,642 336,044 2028 — — — 26,458 26,458 Total $ 2,050,000 $ 171,000 $ 1,164,864 $ 41,075 $ 3,426,939 Amortization of Debt Issuance Costs Amortization expense for debt issuance costs related to long-term debt was $3.0 million and $3.1 million during the three months ended June 30, 2022 and 2021, respectively. The following table summarizes expected amortization of debt issuance costs at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 9,007 2024 11,540 2025 10,807 2026 8,532 2027 46 2028 6 Total $ 39,938 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | Commitments and Contingencies Legal Contingencies In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against the GP and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc. and related assets in July 2014. After pre-trial rulings, LCT was limited to pursuing claims of (i) quantum meruit (the value of the services rendered by LCT) and (ii) fraudulent misrepresentation against the defendants. Following a jury trial conducted in Delaware state court from July 23, 2018 through August 1, 2018, the jury returned a verdict consisting of an award of $4.0 million for quantum meruit and $29.0 million for fraudulent misrepresentation, subject to statutory interest. On December 5, 2019, in response to the defendants’ post-trial motion, the Court issued an Order overturning the jury’s damages award and ordering the case to be set for a damages-only trial (the “December 5th Order”). Both parties filed applications with the trial court asking the trial court to certify the December 5th Order for interlocutory, immediate review by the Appellate Court. On January 7, 2020, the Supreme Court of Delaware (“Supreme Court”) entered an Order accepting an interlocutory appeal of various issues relating to both the quantum meruit and fraudulent misrepresentation verdicts. The Supreme Court heard oral arguments of the parties on November 4, 2020, took the matters presented under advisement and on January 28, 2021, issued a ruling that (a) LCT is not entitled to “benefit-of-the-bargain” damages on its fraud claim; (b) LCT is not entitled to receive fraudulent misrepresentation damages separate from its quantum meruit damages; (c) the trial court abused its discretion when it ordered a new trial on damages relating to LCT’s claim of fraudulent misrepresentation; and (d) the trial court properly ordered a new trial on LCT’s claim of quantum meruit damages. The date for a new trial, to be limited to the quantum meruit claim, has been set by the trial court for November 7, 2022. Any allocation of the ultimate verdict award, if any, between the GP and the Partnership will be made by the board of directors of our GP once all information is available to it and after the new trial, any post-trial and/or any appellate process has concluded and the verdict is final as a matter of law. As of June 30, 2022, we have accrued $2.5 million related to this matter. We are party to various other 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, 2022, we have an environmental liability, measured on an undiscounted basis, of $1.7 million, which is recorded within accrued expenses and other payables in our unaudited condensed consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business. Asset Retirement Obligations We have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement, or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands): Balance at March 31, 2022 $ 29,941 Liabilities incurred 146 Liabilities associated with disposed assets (1) (85) Liabilities settled (93) Accretion expense 441 Balance at June 30, 2022 $ 30,350 (1) Relates to the sale of two saltwater disposal wells. 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. Pipeline Capacity Agreements We have noncancelable agreements with crude oil pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity. Under certain agreements we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement, with some contracts containing provisions that allow us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees. We currently have an asset recorded in prepaid expenses and other current assets and in other noncurrent assets in our unaudited condensed consolidated balance sheet for minimum shipping fees paid in both the current and previous periods that are expected to be recovered in future periods by exceeding the minimum monthly volumes (see Note 2). The following table summarizes future minimum throughput payments under these agreements at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 26,510 2024 35,410 2025 30,897 Total $ 92,817 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, 2022, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: 2023 (nine months) $ 163,726 1,486 $ 9,884 10,501 2024 — — 6,631 8,064 2025 — — 1,096 1,260 Total $ 163,726 1,486 $ 17,611 19,825 Index-Price Commodity Purchase Commitments: 2023 (nine months) $ 3,404,964 34,981 $ 1,208,867 881,618 2024 2,429,375 29,877 55,243 51,533 2025 1,688,355 22,775 6,623 10,500 2026 690,326 10,409 — — Total $ 8,213,020 98,042 $ 1,270,733 943,651 (1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive. At June 30, 2022, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: 2023 (nine months) $ 164,585 1,486 $ 180,624 132,794 2024 — — 13,418 14,078 2025 — — 979 916 Total $ 164,585 1,486 $ 195,021 147,788 Index-Price Commodity Sale Commitments: 2023 (nine months) $ 2,741,022 26,913 $ 1,001,257 669,878 2024 924,914 10,858 23,565 19,138 2025 791,056 10,220 — — 2026 28,963 390 — — Total $ 4,485,955 48,381 $ 1,024,822 689,016 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). Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our unaudited condensed consolidated balance sheet and are not included in the tables above. These contracts are included in the derivative disclosures in Note 9 and represent $37.9 million of our prepaid expenses and other current assets and $19.9 million of our accrued expenses and other payables at June 30, 2022. Other Commitments We have noncancelable agreements for product storage, railcar spurs and real estate. The following table summarizes future minimum payments under these agreements at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 8,199 2024 8,468 2025 3,236 2026 1,203 2027 1,189 2028 1,189 Thereafter 4,140 Total $ 27,624 As part of the acquisition of Hillstone Environmental Partners, LLC, we assumed an obligation to pay a quarterly subsidy payment in the event that specified volumetric thresholds are not exceeded at a third-party facility. This agreement expires on December 31, 2022. For the three months ended June 30, 2022 and 2021, we recorded $0.4 million and $0.6 million, respectively, within operating expense in our unaudited condensed consolidated statements of operations. At June 30, 2022, the range of potential payments we could be obligated to make pursuant to the subsidy agreement could be from $0.0 million to $1.6 million. |
Equity
Equity | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Equity | 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 us 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, 2022, we owned 8.69% of our GP. Suspension of Common Unit and Preferred Unit Distributions The board of directors of our GP temporarily suspended all distributions (common unit distributions which began with the quarter ended December 31, 2020 and preferred unit distributions which began with the quarter ended March 31, 2021) in order to deleverage our balance sheet and meet the financial performance ratios set within the Indenture of the 2026 Senior Secured Notes, as discussed further in Note 6. Class B Preferred Units As of June 30, 2022, there were 12,585,642 of our 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding. The current distribution rate for the Class B Preferred Units is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). For the quarter ended June 30, 2022, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the quarterly distribution for June 30, 2022 is $0.5625 and the cumulative distribution since suspension for each Class B Preferred Unit is $3.375. In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full. The total amount due as of June 30, 2022 is $44.7 million. On July 1, 2022, the Class B Preferred Units distributions on and after July 1, 2022 began accumulating at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread of 7.213%. Class C Preferred Units As of June 30, 2022, there were 1,800,000 of our 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding. The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year). For the quarter ended June 30, 2022, we did not declare or pay distributions to the holders of the Class C Preferred Units, thus the quarterly distribution for June 30, 2022 is $0.6016 and the cumulative distribution since suspension for each Class C Preferred Unit is $3.6094. In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full. The total amount due as of June 30, 2022 is $6.9 million. Class D Preferred Units As of June 30, 2022, there were 600,000 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 25,500,000 common units outstanding. The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per every $1,000 in unit value per year), plus an additional 1.5% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the amended and restated limited partnership agreement. For the quarter ended June 30, 2022, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the average quarterly distribution at June 30, 2022 is $27.32 and the average cumulative distribution since suspension for each Class D Preferred unit is $162.60. In addition, the amount of cumulative but unpaid distributions shall continue to accumulate at the then applicable rate until all unpaid distributions have been paid in full. The total amount due as of June 30, 2022 is $103.9 million. On July 1, 2022, the current distribution rate for the Class D Preferred Units increased to 10.00% per year per unit, plus an additional 1.5% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as described above. Equity-Based Incentive Compensation Our GP adopted a long-term incentive plan (“LTIP”), which allowed for the issuance of equity-based compensation. Our GP granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients through the vesting date (the “Service Awards”). The Service Awards may also vest upon a change of control, at the discretion of the board of directors of our GP. No distributions accrue to or are paid on the Service Awards during the vesting period. The LTIP expired on May 10, 2021. The following table summarizes the Service Award activity during the three months ended June 30, 2022: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2022 2,188,800 $2.15 Units forfeited (49,500) $2.15 Unvested Service Award units at June 30, 2022 2,139,300 $2.15 As the LTIP expired on May 10, 2021, we had no common units available for grant for the three months ended June 30, 2022. As of June 30, 2022, there are 1,426,075 unvested Service Award units which are expected to vest during the year ending March 31, 2023 and 713,225 unvested Service Award units which are expected to vest during the year ending March 31, 2024. Also, any current unvested Service Awards that are forfeited or canceled will not be available for future grants. Service Awards are valued at the average of the high/low sales price as of the grant date less the present value of the expected distribution stream over the vesting period using a risk-free interest rate. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant date value of the award that is vested at that date. During the three months ended June 30, 2022 and 2021, we recorded compensation expense related to Service Award units of $0.5 million and $1.0 million, respectively. For the unvested Service Award units, as of June 30, 2022, we had estimated future expense of $2.7 million which we expect to record during the year ending March 31, 2023 and $1.3 million which we expect to record during the year ending March 31, 2024. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature. Commodity Derivatives The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2022 March 31, 2022 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 84,318 $ (8,406) $ 73,353 $ (47,585) Level 2 measurements 40,398 (23,246) 51,968 (27,372) 124,716 (31,652) 125,321 (74,957) Netting of counterparty contracts (1) (8,659) 8,659 (47,585) 47,585 Net cash collateral (held) provided (58,787) (326) 839 — Commodity derivatives $ 57,270 $ (23,319) $ 78,575 $ (27,372) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such netting arrangements. The following table summarizes the accounts that include our commodity derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Prepaid expenses and other current assets $ 57,270 $ 78,575 Accrued expenses and other payables (23,013) (27,108) Other noncurrent liabilities (306) (264) Net commodity derivative asset $ 33,951 $ 51,203 The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At June 30, 2022: Crude oil fixed-price (1) July 2022–December 2023 (567) $ 76,370 Propane fixed-price (1) July 2022–March 2024 1,325 2,982 Refined products fixed-price (1) July 2022–January 2023 (147) (1,525) Butane fixed-price (1) July 2022–December 2023 (400) 630 Other July 2022–August 2024 14,607 93,064 Net cash collateral held (59,113) Net commodity derivative asset $ 33,951 At March 31, 2022: Crude oil fixed-price (1) April 2022–December 2023 (1,330) $ 35,662 Propane fixed-price (1) April 2022–December 2023 184 3,785 Refined products fixed-price (1) April 2022–December 2022 685 (6,063) Butane fixed-price (1) April 2022–December 2023 (268) (1,711) Other April 2022–March 2023 18,691 50,364 Net cash collateral provided 839 Net commodity derivative asset $ 51,203 (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. During the three months ended June 30, 2022 and 2021, we recorded net losses of $41.1 million and $56.7 million, respectively, from our commodity derivatives to revenues and cost of sales in our unaudited condensed consolidated statements of operations. Credit Risk We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At June 30, 2022, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers. This concentration of counterparties may impact our overall exposure to credit risk, either positively or negatively, as the counterparties may be similarly affected by changes in economic, regulatory or other conditions. If a counterparty does not perform on a contract, we may not realize amounts that have been recorded in our unaudited condensed consolidated balance sheets and recognized in our net income. Interest Rate Risk The ABL Facility is variable-rate debt with interest rates that are generally indexed to the Wall Street Journal prime rate or LIBOR interest rate (or successor rate, which has since been determined to be SOFR). At June 30, 2022, we had $171.0 million of outstanding borrowings under the ABL Facility at a weighted average interest rate of 4.84%. In addition, on and after certain dates, distributions for our Class B Preferred Units and Class C Preferred Units will be calculated using the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread (see Note 8 for a further discussion). On and after a certain date, the holders of the Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread (“Class D Variable Rate”, as defined in the partnership agreement). Each Class D Variable Rate election shall be effective for at least four quarters following such election. Fair Value of Fixed-Rate Notes The following table provides fair value estimates of our fixed-rate notes at June 30, 2022 (in thousands): Senior Secured Notes: 2026 Senior Secured Notes $ 1,843,292 Senior Unsecured Notes: 2023 Notes $ 409,837 2025 Notes $ 286,282 2026 Notes $ 241,130 For the 2026 Senior Secured Notes and Senior Unsecured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy. |
Segments
Segments | 3 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments Our operations are organized into three reportable segments: (i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources. 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. Operating income of these segments is reviewed by the chief operating decision maker to evaluate performance and make business decisions. Intersegment transactions are recorded based on prices negotiated between the segments and are eliminated upon consolidation. 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. The following table summarizes revenues related to our segments for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 117,226 $ 98,297 Sale of recovered crude oil 38,449 13,801 Sale of water 5,808 13,282 Other service revenues 4,596 4,846 Total Water Solutions revenues 166,079 130,226 Crude Oil Logistics: Topic 606 revenues Crude oil sales 847,776 535,429 Crude oil transportation and other 20,595 18,449 Non-Topic 606 revenues 1,859 2,245 Elimination of intersegment sales (4,859) (2,499) Total Crude Oil Logistics revenues 865,371 553,624 Liquids Logistics: Topic 606 revenues Refined products 748,631 393,109 Propane sales 221,795 160,403 Butane sales 200,476 118,540 Other product sales 154,342 114,330 Service revenues 2,982 5,423 Non-Topic 606 revenues 137,707 14,307 Elimination of intersegment sales — (1,307) Total Liquids Logistics revenues 1,465,933 804,805 Total revenues $ 2,497,383 $ 1,488,655 The following tables summarize depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 5 and Note 6) and operating income (loss) by segment for the periods indicated. Three Months Ended June 30, 2022 2021 (in thousands) Depreciation and Amortization: Water Solutions $ 49,910 $ 63,043 Crude Oil Logistics 11,754 12,409 Liquids Logistics 3,449 7,045 Corporate and Other 5,855 5,484 Total $ 70,968 $ 87,981 Operating Income (Loss): Water Solutions $ 53,605 $ 7,583 Crude Oil Logistics 18,989 (11,581) Liquids Logistics 26,640 (53,409) Corporate and Other (11,971) (11,927) Total $ 87,263 $ (69,334) The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Three Months Ended June 30, 2022 2021 (in thousands) Water Solutions $ 40,835 $ 26,962 Crude Oil Logistics 4,133 463 Liquids Logistics 1,386 3,544 Corporate and Other 367 911 Total $ 46,721 $ 31,880 The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Long-lived assets, net: Water Solutions $ 2,954,908 $ 2,970,911 Crude Oil Logistics 1,043,189 1,050,546 Liquids Logistics (1) 378,150 385,783 Corporate and Other 47,070 49,067 Total $ 4,423,317 $ 4,456,307 (1) Includes $17.5 million and $17.1 million of non-US long-lived assets at June 30, 2022 and March 31, 2022, respectively. June 30, 2022 March 31, 2022 (in thousands) Total assets: Water Solutions $ 3,127,295 $ 3,130,659 Crude Oil Logistics 2,083,458 1,952,048 Liquids Logistics (1) 977,418 888,927 Corporate and Other 49,387 98,711 Total $ 6,237,558 $ 6,070,345 (1) Includes $65.5 million and $40.2 million of non-US total assets at June 30, 2022 and March 31, 2022, respectively. |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Transactions with Affiliates The following table summarizes our related party transactions for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Purchases from entities affiliated with management $ — $ 70 Purchases from equity method investees $ 498 $ 191 Accounts receivable from affiliates consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) NGL Energy Holdings LLC $ 8,847 $ 8,483 Equity method investees 390 107 Entities affiliated with management 1 1 Total $ 9,238 $ 8,591 Accounts payable to affiliates consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Equity method investees $ 90 $ 27 Entities affiliated with management 1 46 Total $ 91 $ 73 Other Related Party Transactions Guarantee of Outstanding Loan for KAIR2014 LLC (“KAIR2014”) In connection with the purchase of our 50% interest in an aircraft company, KAIR2014, we executed a joint and several guarantee for the benefit of the lender for KAIR2014’s outstanding loan. The other owner of KAIR2014, our Chief Executive Officer, H. Michael Krimbill, is a party to a similar guarantee. This guarantee obligates us for the payment and performance of KAIR2014 with respect to the repayment of the loan. As of June 30, 2022, the outstanding balance of the loan is approximately $2.5 million. Payments are made monthly, reducing the outstanding balance, and the loan matures in September 2023. As the guarantee is joint and several, we could be liable for the entire outstanding balance of the loan. The loan is collateralized by the airplane owned by KAIR2014 and in the event of a default, the lender could seek payment in full from us. As of June 30, 2022, no accrual has been recorded related to this guarantee. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customer | 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, 2022. The majority of our revenue agreements are within scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases and are in scope under Topics 845 and 842, respectively. See Note 10 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes $5.1 million of net losses related to changes in the mark-to-market value of these arrangements recorded during the three months ended June 30, 2022. Remaining Performance Obligations Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we utilized the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these agreements. The following table summarizes the amount and timing of revenue recognition for such contracts at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 114,830 2024 105,297 2025 73,235 2026 17,240 2027 3,727 2028 1,269 Thereafter 803 Total $ 316,401 Contract Assets and Liabilities The following tables summarize the balances of our contract assets and liabilities at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Accounts receivable from contracts with customers $ 590,488 $ 605,384 Contract assets (current) $ 1,467 $ — Contract liabilities balance at March 31, 2022 $ 7,667 Payment received and deferred 27,799 Payment recognized in revenue (13,819) Contract liabilities balance at June 30, 2022 $ 21,647 |
Leases
Leases | 3 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases Lessee Accounting Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment. The following table summarizes the components of our lease expense for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Operating lease expense $ 13,678 $ 15,274 Variable lease expense 7,028 5,230 Short-term lease expense 94 70 Total $ 20,800 $ 20,574 The following table summarizes maturities of our operating lease obligations at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 35,135 2024 31,997 2025 19,206 2026 8,446 2027 4,596 2028 4,405 Thereafter 34,416 Total lease payments 138,201 Less imputed interest (30,571) Total operating lease obligations $ 107,630 The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of operating lease obligations $ 13,031 $ 14,554 Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 5,920 $ 7,312 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, 2022 and 2021, fixed rental revenue was $3.5 million, which includes $0.2 million of sublease revenue, and $3.3 million, which includes $0.4 million of sublease revenue, respectively. The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 8,089 2024 4,926 2025 692 2026 415 2027 415 2028 415 Thereafter 189 Total $ 15,141 |
Allowance for Current Expected
Allowance for Current Expected Credit Loss | 3 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Allowance for Current Expected Credit Loss | Allowance for Current Expected Credit Loss (CECL) 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 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. 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: Accounts Receivable - Trade Notes Receivable and Other (in thousands) Balance at March 31, 2022 $ 2,626 $ 458 Change in provision for expected credit losses (1) (418) Balance at June 30, 2022 $ 2,625 $ 40 |
Other Matters
Other Matters | 3 Months Ended |
Jun. 30, 2022 | |
Other Matters [Abstract] | |
Other Matters | Other Matters Third-party Loan Receivable As previously disclosed, we had an outstanding loan receivable, including accrued interest, associated with our interest in a facility that was utilized by a third party. Due to the bankruptcy of the third-party, we wrote down the remaining outstanding balance to what we expected to collect as an unsecured claim. As of March 31, 2022, the outstanding balance of our unsecured claim was $0.6 million, net of an allowance for an expected credit loss, which was recorded within prepaid expenses and other current assets in our consolidated balance sheet. During the three months ended June 30, 2022, we received $1.0 million to settle our unsecured claim and we reversed the allowance for the expected credit loss. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsDuring July 2022, we repurchased $14.2 million of the 2023 Notes and $1.5 million of the 2026 Notes. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our unaudited condensed consolidated financial statements. Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited condensed consolidated financial statements exclude certain information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed in this Quarterly Report. The unaudited condensed consolidated balance sheet at March 31, 2022 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2022 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on June 6, 2022. 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, 2023. |
Use of Estimates | 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. |
Income Taxes | Income Taxes We qualify as a partnership for income tax purposes. As such, we generally do not pay United States federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership. We have a deferred tax liability of $42.9 million and $43.5 million at June 30, 2022 and March 31, 2022, respectively, as a result of acquiring corporations 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, 2022 was $0.7 million with an effective tax rate of 24.1%. The deferred tax benefit recorded during the three months ended June 30, 2021 was $1.1 million with an effective tax rate of 23.1%. 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 uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at June 30, 2022 or March 31, 2022. |
Inventories | InventoriesOur inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU (i) simplifies an issuer’s accounting for convertible instruments by eliminating two of the three models in Accounting Standards Codification (“ASC”) 470-20 that require separate accounting for embedded conversion features, (ii) amends diluted earnings per share calculations for convertible instruments by requiring the use of the if-converted method and (iii) simplifies the settlement assessment entities are required to perform on contracts that can potentially settle in an entity’s own equity by removing certain requirements. We adopted this guidance on April 1, 2022, using the modified retrospective method. Under our Class D Preferred Unit (as defined in Note 8) agreement, we are permitted to issue common units to redeem a portion of the outstanding Class D Preferred Units. Using the if-converted method, we expect our calculation of earnings per unit to be impacted by both an increase in the number of diluted weighted average common units outstanding and a decrease in the amount of Class D Preferred Unit distributions, when they are determined to be dilutive. Other than the potential impact to our future earnings per unit calculations, the adoption of this guidance did not impact our financial position, results of operations or cash flows related to any debt or preferred units issued prior to adoption. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance is effective prospectively upon issuance through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of this ASU. On April 13, 2022, the ABL Facility (as defined herein) was amended to replace the LIBOR benchmark with the SOFR (as defined herein) benchmark (as discussed further in Note 6). We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows. |
Commitment and Contingencies (P
Commitment and Contingencies (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Asset Retirement Obligation | Asset Retirement ObligationsWe have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement, or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future events. |
Equity (Policies)
Equity (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Service Awards | Service Awards are valued at the average of the high/low sales price as of the grant date less the present value of the expected distribution stream over the vesting period using a risk-free interest rate. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant date value of the award that is vested at that date. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | 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, 2022. |
Allowance for Current Expecte_2
Allowance for Current Expected Credit Loss (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Expected credit loss | 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Crude oil $ 91,345 $ 135,485 Propane 81,101 43,971 Butane 71,929 33,144 Biodiesel 37,550 20,474 Diesel 3,801 3,504 Ethanol 3,698 3,503 Other 11,874 11,196 Total $ 301,298 $ 251,277 |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Interest June 30, 2022 March 31, 2022 (in thousands) Water services and land company Water Solutions 50% $ 16,264 $ 15,714 Water services and land company Water Solutions 10% 2,898 2,863 Water services and land company Water Solutions 50% 2,381 2,210 Aircraft company (1) Corporate and Other 50% 473 538 Water services company Water Solutions 50% 409 409 Natural gas liquids terminal company Liquids Logistics 50% 146 163 Total $ 22,571 $ 21,897 (1) This is an investment with a related party. |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Linefill (1) $ 28,065 $ 28,065 Minimum shipping fees - pipeline commitments (2) 7,831 8,899 Loan receivable (3) 1,039 3,147 Other 5,417 5,691 Total $ 42,352 $ 45,802 (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, 2022 and March 31, 2022, linefill consisted of 423,978 barrels of crude oil. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4). (2) Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for a contract with a crude oil pipeline operator. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 7). As of June 30, 2022, the deficiency credit was $12.1 million, of which $4.3 million is recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet. (3) Represents the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with a former related party. During the three months ended June 30, 2022, we received a $2.0 million prepayment for this loan receivable and also reduced the final payment due July 31, 2023 to $1.1 million. We discounted the final payment to its net present value with the amount of the reduction in the value of the final payment recorded as a loss within (gain) loss on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Accrued interest $ 85,063 $ 56,104 Derivative liabilities 23,013 27,108 Accrued compensation and benefits 16,622 18,417 Excise and other tax liabilities 10,301 10,451 Product exchange liabilities 8,211 853 Other 35,891 27,786 Total $ 179,101 $ 140,719 |
Loss Per Common Unit (Tables)
Loss Per Common Unit (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Unit [Abstract] | |
Schedule of weighted average number of units | The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Three Months Ended June 30, 2022 2021 Weighted average common units outstanding during the period: Common units - Basic 130,695,970 129,593,939 Common units - Diluted 130,695,970 129,593,939 |
Schedule of loss per common unit | Our loss per common unit is as follows for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands, except unit and per unit amounts) Net income (loss) $ 23,106 $ (134,502) Less: Net income attributable to noncontrolling interests (245) (438) Net income (loss) attributable to NGL Energy Partners LP 22,861 (134,940) Less: Distributions to preferred unitholders (1) (27,545) (24,551) Less: Net loss allocated to GP (2) 5 159 Net loss allocated to common unitholders $ (4,679) $ (159,332) Basic loss per common unit $ (0.04) $ (1.23) Diluted loss per common unit $ (0.04) $ (1.23) Basic weighted average common units outstanding 130,695,970 129,593,939 Diluted weighted average common units outstanding 130,695,970 129,593,939 (1) Includes cumulative distributions for the three months ended June 30, 2022 and 2021 which were earned but not declared or paid (see Note 8 for a further discussion of the suspension of common unit and preferred unit distributions). (2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2022 March 31, 2022 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 173,815 $ 173,199 Pipeline and related facilities 30 - 40 265,643 265,643 Vehicles and railcars 3 - 25 92,819 93,126 Water treatment facilities and equipment 3 - 30 2,048,478 2,040,687 Crude oil tanks and related equipment 2 - 30 236,845 236,805 Barges and towboats 5 - 30 145,123 138,778 Information technology equipment 3 - 7 48,309 48,664 Buildings and leasehold improvements 3 - 40 148,366 151,071 Land 99,567 100,038 Tank bottoms and linefill (1) 30,454 30,443 Other 3 - 20 15,225 15,252 Construction in progress 69,086 55,690 3,373,730 3,349,396 Accumulated depreciation (918,150) (887,006) Net property, plant and equipment $ 2,455,580 $ 2,462,390 (1) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. 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. |
Schedule of depreciation expense and capitalized interest expense | The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Depreciation expense $ 47,051 $ 60,606 Capitalized interest expense $ 249 $ 332 |
Schedule of (gain) loss on disposal or impairment of assets | We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within (gain) loss on disposal or impairment of assets, net in our unaudited condensed consolidated statement 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, 2022 (in thousands) Water Solutions $ 1,412 Crude Oil Logistics (1,370) Total $ 42 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: June 30, 2022 March 31, 2022 Description Weighted-Average Remaining Useful Life Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.3 $ 1,200,919 $ (451,372) $ 749,547 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 22.0 192,000 (23,040) 168,960 192,000 (21,120) 170,880 Pipeline capacity rights 21.4 7,799 (2,232) 5,567 7,799 (2,167) 5,632 Rights-of-way and easements 31.6 91,886 (12,908) 78,978 91,664 (12,201) 79,463 Water rights 16.9 99,869 (21,916) 77,953 99,869 (20,404) 79,465 Executory contracts and other agreements 22.9 21,346 (3,491) 17,855 20,931 (3,014) 17,917 Non-compete agreements 0.8 7,000 (6,817) 183 7,000 (6,487) 513 Debt issuance costs (1) 3.7 23,042 (6,218) 16,824 22,202 (5,055) 17,147 Total amortizable 1,643,861 (527,994) 1,115,867 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,644,116 $ (527,994) $ 1,116,122 $ 1,642,639 $ (507,285) $ 1,135,354 (1) Includes debt issuance costs related to the ABL Facility (as defined herein). Debt issuance costs related to the fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. |
Schedule of indefinite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: June 30, 2022 March 31, 2022 Description Weighted-Average Remaining Useful Life Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.3 $ 1,200,919 $ (451,372) $ 749,547 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 22.0 192,000 (23,040) 168,960 192,000 (21,120) 170,880 Pipeline capacity rights 21.4 7,799 (2,232) 5,567 7,799 (2,167) 5,632 Rights-of-way and easements 31.6 91,886 (12,908) 78,978 91,664 (12,201) 79,463 Water rights 16.9 99,869 (21,916) 77,953 99,869 (20,404) 79,465 Executory contracts and other agreements 22.9 21,346 (3,491) 17,855 20,931 (3,014) 17,917 Non-compete agreements 0.8 7,000 (6,817) 183 7,000 (6,487) 513 Debt issuance costs (1) 3.7 23,042 (6,218) 16,824 22,202 (5,055) 17,147 Total amortizable 1,643,861 (527,994) 1,115,867 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,644,116 $ (527,994) $ 1,116,122 $ 1,642,639 $ (507,285) $ 1,135,354 (1) Includes debt issuance costs related to the ABL Facility (as defined herein). Debt issuance costs related to the fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. |
Schedule of amortization expense | Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2022 2021 (in thousands) Depreciation and amortization $ 19,609 $ 23,496 Cost of sales 68 73 Interest expense 1,163 682 Operating expenses 62 62 Total $ 20,902 $ 24,313 |
Schedule of expected amortization of intangible assets | The following table summarizes expected amortization of our intangible assets at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 61,751 2024 75,923 2025 67,706 2026 64,853 2027 60,259 2028 57,407 Thereafter 727,968 Total $ 1,115,867 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: June 30, 2022 March 31, 2022 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (“2026 Senior Secured Notes”) $ 2,050,000 $ (32,886) $ 2,017,114 $ 2,050,000 $ (35,140) $ 2,014,860 Asset-based revolving credit facility (“ABL Facility”) 171,000 — 171,000 116,000 — 116,000 Senior unsecured notes: 7.500% Notes due 2023 (“2023 Notes”) 452,442 (1,516) 450,926 475,702 (1,873) 473,829 6.125% Notes due 2025 (“2025 Notes”) 380,020 (2,245) 377,775 380,020 (2,456) 377,564 7.500% Notes due 2026 (“2026 Notes”) 332,402 (3,235) 329,167 332,402 (3,460) 328,942 Other long-term debt 41,075 (56) 41,019 41,705 (59) 41,646 3,426,939 (39,938) 3,387,001 3,395,829 (42,988) 3,352,841 Less: Current maturities 2,430 — 2,430 2,378 — 2,378 Long-term debt $ 3,424,509 $ (39,938) $ 3,384,571 $ 3,393,451 $ (42,988) $ 3,350,463 (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. |
Schedule of repurchases | The following table summarizes repurchases of Senior Unsecured Notes for the period indicated: Three Months Ended June 30, 2022 (in thousands) 2023 Notes Notes repurchased $ 23,260 Cash paid (excluding payments of accrued interest) $ 21,517 Gain on early extinguishment of debt (1) $ 1,662 (1) Gain on early extinguishment of debt for the three months ended June 30, 2022 is inclusive of the write-off of debt issuance costs of $0.1 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations. |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at June 30, 2022: Fiscal Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other Total (in thousands) 2023 (nine months) $ — $ — $ — $ 1,748 $ 1,748 2024 — — 452,442 2,816 455,258 2025 — — 380,020 3,068 383,088 2026 2,050,000 171,000 — 3,343 2,224,343 2027 — — 332,402 3,642 336,044 2028 — — — 26,458 26,458 Total $ 2,050,000 $ 171,000 $ 1,164,864 $ 41,075 $ 3,426,939 |
Schedule of future amortization expense of debt issuance costs | The following table summarizes expected amortization of debt issuance costs at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 9,007 2024 11,540 2025 10,807 2026 8,532 2027 46 2028 6 Total $ 39,938 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of change in asset retirement obligation | The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands): Balance at March 31, 2022 $ 29,941 Liabilities incurred 146 Liabilities associated with disposed assets (1) (85) Liabilities settled (93) Accretion expense 441 Balance at June 30, 2022 $ 30,350 (1) Relates to the sale of two saltwater disposal wells. |
Schedule of future minimum payments under pipeline capacity agreements | The following table summarizes future minimum throughput payments under these agreements at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 26,510 2024 35,410 2025 30,897 Total $ 92,817 |
Schedule of outstanding purchase commitments | At June 30, 2022, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: 2023 (nine months) $ 163,726 1,486 $ 9,884 10,501 2024 — — 6,631 8,064 2025 — — 1,096 1,260 Total $ 163,726 1,486 $ 17,611 19,825 Index-Price Commodity Purchase Commitments: 2023 (nine months) $ 3,404,964 34,981 $ 1,208,867 881,618 2024 2,429,375 29,877 55,243 51,533 2025 1,688,355 22,775 6,623 10,500 2026 690,326 10,409 — — Total $ 8,213,020 98,042 $ 1,270,733 943,651 (1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive. |
Schedule of outstanding sale commitments | At June 30, 2022, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: 2023 (nine months) $ 164,585 1,486 $ 180,624 132,794 2024 — — 13,418 14,078 2025 — — 979 916 Total $ 164,585 1,486 $ 195,021 147,788 Index-Price Commodity Sale Commitments: 2023 (nine months) $ 2,741,022 26,913 $ 1,001,257 669,878 2024 924,914 10,858 23,565 19,138 2025 791,056 10,220 — — 2026 28,963 390 — — Total $ 4,485,955 48,381 $ 1,024,822 689,016 |
Schedule of future minimum payments under contractual commitments | The following table summarizes future minimum payments under these agreements at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 8,199 2024 8,468 2025 3,236 2026 1,203 2027 1,189 2028 1,189 Thereafter 4,140 Total $ 27,624 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Service awards | |
Equity | |
Schedule of Service Awards activity | The following table summarizes the Service Award activity during the three months ended June 30, 2022: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2022 2,188,800 $2.15 Units forfeited (49,500) $2.15 Unvested Service Award units at June 30, 2022 2,139,300 $2.15 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value measurements of assets and liabilities | The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2022 March 31, 2022 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 84,318 $ (8,406) $ 73,353 $ (47,585) Level 2 measurements 40,398 (23,246) 51,968 (27,372) 124,716 (31,652) 125,321 (74,957) Netting of counterparty contracts (1) (8,659) 8,659 (47,585) 47,585 Net cash collateral (held) provided (58,787) (326) 839 — Commodity derivatives $ 57,270 $ (23,319) $ 78,575 $ (27,372) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such netting arrangements. |
Schedule of location of commodity derivative assets and liabilities reported in the unaudited condensed consolidated balance sheets | The following table summarizes the accounts that include our commodity derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Prepaid expenses and other current assets $ 57,270 $ 78,575 Accrued expenses and other payables (23,013) (27,108) Other noncurrent liabilities (306) (264) Net commodity derivative asset $ 33,951 $ 51,203 |
Schedule of open commodity derivative contract positions | The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long Fair Value (in thousands) At June 30, 2022: Crude oil fixed-price (1) July 2022–December 2023 (567) $ 76,370 Propane fixed-price (1) July 2022–March 2024 1,325 2,982 Refined products fixed-price (1) July 2022–January 2023 (147) (1,525) Butane fixed-price (1) July 2022–December 2023 (400) 630 Other July 2022–August 2024 14,607 93,064 Net cash collateral held (59,113) Net commodity derivative asset $ 33,951 At March 31, 2022: Crude oil fixed-price (1) April 2022–December 2023 (1,330) $ 35,662 Propane fixed-price (1) April 2022–December 2023 184 3,785 Refined products fixed-price (1) April 2022–December 2022 685 (6,063) Butane fixed-price (1) April 2022–December 2023 (268) (1,711) Other April 2022–March 2023 18,691 50,364 Net cash collateral provided 839 Net commodity derivative asset $ 51,203 (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. |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair value estimates of our fixed-rate notes at June 30, 2022 (in thousands): Senior Secured Notes: 2026 Senior Secured Notes $ 1,843,292 Senior Unsecured Notes: 2023 Notes $ 409,837 2025 Notes $ 286,282 2026 Notes $ 241,130 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of certain information related to results of operations by segment | The following table summarizes revenues related to our segments for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 117,226 $ 98,297 Sale of recovered crude oil 38,449 13,801 Sale of water 5,808 13,282 Other service revenues 4,596 4,846 Total Water Solutions revenues 166,079 130,226 Crude Oil Logistics: Topic 606 revenues Crude oil sales 847,776 535,429 Crude oil transportation and other 20,595 18,449 Non-Topic 606 revenues 1,859 2,245 Elimination of intersegment sales (4,859) (2,499) Total Crude Oil Logistics revenues 865,371 553,624 Liquids Logistics: Topic 606 revenues Refined products 748,631 393,109 Propane sales 221,795 160,403 Butane sales 200,476 118,540 Other product sales 154,342 114,330 Service revenues 2,982 5,423 Non-Topic 606 revenues 137,707 14,307 Elimination of intersegment sales — (1,307) Total Liquids Logistics revenues 1,465,933 804,805 Total revenues $ 2,497,383 $ 1,488,655 The following tables summarize depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 5 and Note 6) and operating income (loss) by segment for the periods indicated. Three Months Ended June 30, 2022 2021 (in thousands) Depreciation and Amortization: Water Solutions $ 49,910 $ 63,043 Crude Oil Logistics 11,754 12,409 Liquids Logistics 3,449 7,045 Corporate and Other 5,855 5,484 Total $ 70,968 $ 87,981 Operating Income (Loss): Water Solutions $ 53,605 $ 7,583 Crude Oil Logistics 18,989 (11,581) Liquids Logistics 26,640 (53,409) Corporate and Other (11,971) (11,927) Total $ 87,263 $ (69,334) |
Schedule of additions to property, plant and equipment and intangible assets by segment | The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Three Months Ended June 30, 2022 2021 (in thousands) Water Solutions $ 40,835 $ 26,962 Crude Oil Logistics 4,133 463 Liquids Logistics 1,386 3,544 Corporate and Other 367 911 Total $ 46,721 $ 31,880 |
Schedule of long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment | The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Long-lived assets, net: Water Solutions $ 2,954,908 $ 2,970,911 Crude Oil Logistics 1,043,189 1,050,546 Liquids Logistics (1) 378,150 385,783 Corporate and Other 47,070 49,067 Total $ 4,423,317 $ 4,456,307 (1) Includes $17.5 million and $17.1 million of non-US long-lived assets at June 30, 2022 and March 31, 2022, respectively. June 30, 2022 March 31, 2022 (in thousands) Total assets: Water Solutions $ 3,127,295 $ 3,130,659 Crude Oil Logistics 2,083,458 1,952,048 Liquids Logistics (1) 977,418 888,927 Corporate and Other 49,387 98,711 Total $ 6,237,558 $ 6,070,345 (1) Includes $65.5 million and $40.2 million of non-US total assets at June 30, 2022 and March 31, 2022, respectively. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table summarizes our related party transactions for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Purchases from entities affiliated with management $ — $ 70 Purchases from equity method investees $ 498 $ 191 Accounts receivable from affiliates consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) NGL Energy Holdings LLC $ 8,847 $ 8,483 Equity method investees 390 107 Entities affiliated with management 1 1 Total $ 9,238 $ 8,591 Accounts payable to affiliates consist of the following at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Equity method investees $ 90 $ 27 Entities affiliated with management 1 46 Total $ 91 $ 73 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of amount and timing of remaining performance obligations | The following table summarizes the amount and timing of revenue recognition for such contracts at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 114,830 2024 105,297 2025 73,235 2026 17,240 2027 3,727 2028 1,269 Thereafter 803 Total $ 316,401 |
Schedule of contract assets and liabilities | The following tables summarize the balances of our contract assets and liabilities at the dates indicated: June 30, 2022 March 31, 2022 (in thousands) Accounts receivable from contracts with customers $ 590,488 $ 605,384 Contract assets (current) $ 1,467 $ — Contract liabilities balance at March 31, 2022 $ 7,667 Payment received and deferred 27,799 Payment recognized in revenue (13,819) Contract liabilities balance at June 30, 2022 $ 21,647 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of components of lease expense | The following table summarizes the components of our lease expense for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Operating lease expense $ 13,678 $ 15,274 Variable lease expense 7,028 5,230 Short-term lease expense 94 70 Total $ 20,800 $ 20,574 |
Schedule of maturities of operating lease obligations | The following table summarizes maturities of our operating lease obligations at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 35,135 2024 31,997 2025 19,206 2026 8,446 2027 4,596 2028 4,405 Thereafter 34,416 Total lease payments 138,201 Less imputed interest (30,571) Total operating lease obligations $ 107,630 |
Schedule of supplemental cash flow and non-cash information for operating leases | The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the periods indicated: Three Months Ended June 30, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of operating lease obligations $ 13,031 $ 14,554 Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 5,920 $ 7,312 |
Schedule of future minimum lease payments receivable under contractual commitments | The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at June 30, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (nine months) $ 8,089 2024 4,926 2025 692 2026 415 2027 415 2028 415 Thereafter 189 Total $ 15,141 |
Allowance for Current Expecte_3
Allowance for Current Expected Credit Loss (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Schedule of allowance for expected credit losses | The following table summarizes changes in our allowance for expected credit losses: Accounts Receivable - Trade Notes Receivable and Other (in thousands) Balance at March 31, 2022 $ 2,626 $ 458 Change in provision for expected credit losses (1) (418) Balance at June 30, 2022 $ 2,625 $ 40 |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended |
Jun. 30, 2022 | |
Business Acquisition | |
Number of segments | 3 |
Liquids logistics | |
Business Acquisition | |
Number of owned terminals | 24 |
Number of common carrier pipelines | 9 |
Significant Accounting Polici_4
Significant Accounting Policies - Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | |||
Deferred tax liability | $ 42,900,000 | $ 43,500,000 | |
Deferred tax benefit | $ 700,000 | $ 1,100,000 | |
Effective tax rate | 24.10% | 23.10% | |
Uncertain tax positions | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Inventory | ||
Crude oil | $ 91,345 | $ 135,485 |
Propane | 81,101 | 43,971 |
Total | 301,298 | 251,277 |
Butane Inventory | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | 71,929 | 33,144 |
Biodiesel Inventory | ||
Inventory | ||
Renewable Energy Related Inventory | 37,550 | 20,474 |
Diesel Inventory | ||
Inventory | ||
Energy Related Inventory, Crude Oil, Products and Merchandise | 3,801 | 3,504 |
Ethanol Inventory | ||
Inventory | ||
Renewable Energy Related Inventory | 3,698 | 3,503 |
Other natural gas liquids | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | $ 11,874 | $ 11,196 |
Significant Accounting Polici_6
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Investments in Unconsolidated Entities | ||
Carrying value | $ 22,571 | $ 21,897 |
Water Services and Land Company No. 1 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 16,264 | 15,714 |
Water Services and Land Company No. 2 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 10% | |
Carrying value | $ 2,898 | 2,863 |
Water Services and Land Company No. 3 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 2,381 | 2,210 |
Aircraft Company | Corporate and other | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 473 | 538 |
Water Services Company | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 409 | 409 |
Natural Gas Liquids Terminal Company | Liquids logistics | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 146 | $ 163 |
Significant Accounting Polici_7
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 USD ($) bbl | Mar. 31, 2022 USD ($) bbl | |
Other Assets, Noncurrent [Abstract] | ||
Linefill | $ 28,065 | $ 28,065 |
Loan receivable | 1,039 | 3,147 |
Other | 5,417 | 5,691 |
Total | 42,352 | 45,802 |
Other Noncurrent Assets | ||
Minimum shipping fees - pipeline commitments | 12,100 | |
Proceeds from collection of loan receivable | 1,000 | |
Former related party | ||
Other Noncurrent Assets | ||
Proceeds from collection of loan receivable | 2,000 | |
Final loan payment | 1,100 | |
Other noncurrent assets | ||
Other Noncurrent Assets | ||
Minimum shipping fees - pipeline commitments | 7,831 | $ 8,899 |
Prepaid expenses and other current assets | ||
Other Noncurrent Assets | ||
Minimum shipping fees - pipeline commitments | $ 4,300 | |
Crude oil | ||
Other Noncurrent Assets | ||
Number of barrels of product | bbl | 423,978 | 423,978 |
Significant Accounting Polici_8
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Accounting Policies [Abstract] | ||
Accrued interest | $ 85,063 | $ 56,104 |
Derivative liabilities | 23,013 | 27,108 |
Accrued compensation and benefits | 16,622 | 18,417 |
Excise and other tax liabilities | 10,301 | 10,451 |
Product exchange liabilities | 8,211 | 853 |
Other | 35,891 | 27,786 |
Total | $ 179,101 | $ 140,719 |
Loss Per Common Unit (Details)
Loss Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Loss Per Common Unit | ||
Net income (loss) | $ 23,106 | $ (134,502) |
Less: Net income attributable to noncontrolling interests | (245) | (438) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 22,861 | (134,940) |
Less: Distributions to preferred unitholders (1) | (27,545) | (24,551) |
Less: Net loss allocated to GP (2) | 5 | 159 |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (4,679) | $ (159,332) |
BASIC LOSS PER COMMON UNIT | $ (0.04) | $ (1.23) |
DILUTED LOSS PER COMMON UNIT | $ (0.04) | $ (1.23) |
Basic weighted average common units outstanding (in units) | 130,695,970 | 129,593,939 |
Diluted weighted average common units outstanding (in units) | 130,695,970 | 129,593,939 |
Common units | ||
Loss Per Common Unit | ||
BASIC LOSS PER COMMON UNIT | $ (0.04) | $ (1.23) |
DILUTED LOSS PER COMMON UNIT | $ (0.04) | $ (1.23) |
Basic weighted average common units outstanding (in units) | 130,695,970 | 129,593,939 |
Diluted weighted average common units outstanding (in units) | 130,695,970 | 129,593,939 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 3,373,730 | $ 3,349,396 | |
Accumulated depreciation | (918,150) | (887,006) | |
Net property, plant and equipment | 2,455,580 | 2,462,390 | |
Depreciation expense | 47,051 | $ 60,606 | |
Capitalized interest expense | 249 | $ 332 | |
Gain (loss) on sales and write-downs of certain assets | 42 | ||
Water solutions | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | 1,412 | ||
Crude oil logistics | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | (1,370) | ||
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 173,815 | 173,199 | |
Natural gas liquids terminal and storage assets | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 2 years | ||
Natural gas liquids terminal and storage assets | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Pipeline and related facilities | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 265,643 | 265,643 | |
Pipeline and related facilities | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Pipeline and related facilities | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 40 years | ||
Vehicles and railcars | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 92,819 | 93,126 | |
Vehicles and railcars | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Vehicles and railcars | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 25 years | ||
Water treatment facilities and equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 2,048,478 | 2,040,687 | |
Water treatment facilities and equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Water treatment facilities and equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Crude oil tanks and related equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 236,845 | 236,805 | |
Crude oil tanks and related equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 2 years | ||
Crude oil tanks and related equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Barges and towboats | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 145,123 | 138,778 | |
Barges and towboats | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 5 years | ||
Barges and towboats | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Information technology equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 48,309 | 48,664 | |
Information technology equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Information technology equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 7 years | ||
Buildings and leasehold improvements | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 148,366 | 151,071 | |
Buildings and leasehold improvements | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Buildings and leasehold improvements | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 40 years | ||
Land | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 99,567 | 100,038 | |
Tank bottoms and line fill | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | 30,454 | 30,443 | |
Other | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 15,225 | 15,252 | |
Other | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Other | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 20 years | ||
Construction in progress | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 69,086 | $ 55,690 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Amortizable | ||
Finite-lived intangible assets, gross | $ 1,643,861 | $ 1,642,384 |
Accumulated amortization | (527,994) | (507,285) |
Total | 1,115,867 | 1,135,099 |
Gross carrying amount of intangible assets | 1,644,116 | 1,642,639 |
Intangible assets, net of accumulated amortization | 1,116,122 | 1,135,354 |
Trade names | ||
Non-Amortizable | ||
Indefinite-lived intangible assets | $ 255 | 255 |
Customer relationships | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 19 years 3 months 18 days | |
Finite-lived intangible assets, gross | $ 1,200,919 | 1,200,919 |
Accumulated amortization | (451,372) | (436,837) |
Total | $ 749,547 | 764,082 |
Customer commitments | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 22 years | |
Finite-lived intangible assets, gross | $ 192,000 | 192,000 |
Accumulated amortization | (23,040) | (21,120) |
Total | $ 168,960 | 170,880 |
Pipeline capacity rights | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 21 years 4 months 24 days | |
Finite-lived intangible assets, gross | $ 7,799 | 7,799 |
Accumulated amortization | (2,232) | (2,167) |
Total | $ 5,567 | 5,632 |
Rights-of-way and easements | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 31 years 7 months 6 days | |
Finite-lived intangible assets, gross | $ 91,886 | 91,664 |
Accumulated amortization | (12,908) | (12,201) |
Total | $ 78,978 | 79,463 |
Water rights | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 16 years 10 months 24 days | |
Finite-lived intangible assets, gross | $ 99,869 | 99,869 |
Accumulated amortization | (21,916) | (20,404) |
Total | $ 77,953 | 79,465 |
Executory contracts and other agreements | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 22 years 10 months 24 days | |
Finite-lived intangible assets, gross | $ 21,346 | 20,931 |
Accumulated amortization | (3,491) | (3,014) |
Total | $ 17,855 | 17,917 |
Non-compete agreements | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 9 months 18 days | |
Finite-lived intangible assets, gross | $ 7,000 | 7,000 |
Accumulated amortization | (6,817) | (6,487) |
Total | $ 183 | 513 |
Debt issuance costs | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 3 years 8 months 12 days | |
Finite-lived intangible assets, gross | $ 23,042 | 22,202 |
Accumulated amortization | (6,218) | (5,055) |
Total | $ 16,824 | $ 17,147 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Amortization related to intangible assets | |||
Amortization expense | $ 20,902 | $ 24,313 | |
Future amortization expense of intangible assets | |||
2023 (nine months) | 61,751 | ||
2024 | 75,923 | ||
2025 | 67,706 | ||
2026 | 64,853 | ||
2027 | 60,259 | ||
2028 | 57,407 | ||
Thereafter | 727,968 | ||
Total | 1,115,867 | $ 1,135,099 | |
Depreciation and amortization | |||
Amortization related to intangible assets | |||
Amortization expense | 19,609 | 23,496 | |
Cost of sales | |||
Amortization related to intangible assets | |||
Amortization expense | 68 | 73 | |
Interest expense | |||
Amortization related to intangible assets | |||
Amortization expense | 1,163 | 682 | |
Operating expenses | |||
Amortization related to intangible assets | |||
Amortization expense | $ 62 | $ 62 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Feb. 04, 2021 |
Long-Term Debt | |||
Face amount | $ 3,426,939 | $ 3,395,829 | |
Face amount, long-term | 3,424,509 | 3,393,451 | |
LONG-TERM DEBT, debt issuance costs | (39,938) | (42,988) | |
Debt issuance costs, current, net | 0 | 0 | |
Debt issuance costs, noncurrent, net | (39,938) | (42,988) | |
Book value | 3,387,001 | 3,352,841 | |
Current maturities of long-term debt | 2,430 | 2,378 | |
LONG-TERM DEBT, net of debt issuance costs and current maturities | $ 3,384,571 | 3,350,463 | |
7.5% Senior Secured Notes due 2026 | |||
Long-Term Debt | |||
Fixed interest rate | 7.50% | 7.50% | |
Face amount | $ 2,050,000 | 2,050,000 | |
LONG-TERM DEBT, debt issuance costs | (32,886) | (35,140) | |
Book value | 2,017,114 | 2,014,860 | |
Asset Based Credit Facility | |||
Long-Term Debt | |||
Face amount | 171,000 | 116,000 | |
LONG-TERM DEBT, debt issuance costs | 0 | 0 | |
Book value | $ 171,000 | 116,000 | |
7.5% Senior Notes due 2023 | |||
Long-Term Debt | |||
Fixed interest rate | 7.50% | ||
Face amount | $ 452,442 | 475,702 | |
LONG-TERM DEBT, debt issuance costs | (1,516) | (1,873) | |
Book value | $ 450,926 | 473,829 | |
6.125% Senior Notes due 2025 | |||
Long-Term Debt | |||
Fixed interest rate | 6.125% | ||
Face amount | $ 380,020 | 380,020 | |
LONG-TERM DEBT, debt issuance costs | (2,245) | (2,456) | |
Book value | $ 377,775 | 377,564 | |
7.5% Senior Notes due 2026 | |||
Long-Term Debt | |||
Fixed interest rate | 7.50% | ||
Face amount | $ 332,402 | 332,402 | |
LONG-TERM DEBT, debt issuance costs | (3,235) | (3,460) | |
Book value | 329,167 | 328,942 | |
Other long-term debt | |||
Long-Term Debt | |||
Face amount | 41,075 | 41,705 | |
LONG-TERM DEBT, debt issuance costs | (56) | (59) | |
Book value | $ 41,019 | $ 41,646 |
Long-Term Debt - 2026 Senior Se
Long-Term Debt - 2026 Senior Secured Notes (Details) - 7.5% Senior Secured Notes due 2026 | Feb. 04, 2021 | Jun. 30, 2022 |
Long-Term Debt | ||
Fixed interest rate | 7.50% | 7.50% |
Debt instrument, total leverage ratio | 4.75 |
Long-Term Debt - Asset Based Cr
Long-Term Debt - Asset Based Credit Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 04, 2021 | Jun. 30, 2022 | Apr. 13, 2022 | Mar. 31, 2022 | |
Long-Term Debt | ||||
Face amount | $ 3,426,939 | $ 3,395,829 | ||
Asset Based Credit Facility | ||||
Long-Term Debt | ||||
Interest rate | 4.84% | |||
Asset Based Credit Facility | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 500,000 | |||
Line of credit, temporary maximum borrowing capacity | $ 600,000 | |||
Face amount | $ 171,000 | $ 116,000 | ||
ABL Facility, expiration description | The ABL Facility is scheduled to mature at the earliest of (a) February 4, 2026 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, if such indebtedness is outstanding at such time, subject to certain exceptions. | |||
Asset Based Credit Facility | Prime rate | ||||
Long-Term Debt | ||||
Reference rate | 4.75% | |||
Interest rate margin added to variable rate base | 1.75% | |||
Asset Based Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Long-Term Debt | ||||
Reference rate | 1.28% | |||
Interest rate margin added to variable rate base | 2.75% | |||
Asset Based Credit Facility | Letter of Credit | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 250,000 | |||
Outstanding letters of credit | $ 143,600 | |||
Fixed interest rate | 2.75% |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Long-Term Debt | ||
Cash paid (excluding payments of accrued interest) | $ 21,517 | $ 18,393 |
Gain on early extinguishment of liabilities, net | 1,662 | $ 51 |
7.5% Senior Notes due 2023 | ||
Long-Term Debt | ||
Notes repurchased | 23,260 | |
Cash paid (excluding payments of accrued interest) | 21,517 | |
Gain on early extinguishment of liabilities, net | 1,662 | |
Write off of debt issuance costs | $ 100 |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Oct. 29, 2020 |
Long-Term Debt | |||
Face amount | $ 3,426,939 | $ 3,395,829 | |
Equipment loan secured by certain barges and towboats | |||
Long-Term Debt | |||
Face amount | $ 41,100 | $ 45,000 | |
Fixed interest rate | 8.60% |
Long-Term Debt - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Maturities | |
2023 (nine months) | $ 1,748 |
2024 | 455,258 |
2025 | 383,088 |
2026 | 2,224,343 |
2027 | 336,044 |
2028 | 26,458 |
Total | 3,426,939 |
7.5% Senior Secured Notes due 2026 | |
Maturities | |
2023 (nine months) | 0 |
2024 | 0 |
2025 | 0 |
2026 | 2,050,000 |
2027 | 0 |
2028 | 0 |
Total | 2,050,000 |
Asset Based Credit Facility | |
Maturities | |
2023 (nine months) | 0 |
2024 | 0 |
2025 | 0 |
2026 | 171,000 |
2027 | 0 |
2028 | 0 |
Total | 171,000 |
Senior Unsecured Notes | |
Maturities | |
2023 (nine months) | 0 |
2024 | 452,442 |
2025 | 380,020 |
2026 | 0 |
2027 | 332,402 |
2028 | 0 |
Total | 1,164,864 |
Other long-term debt | |
Maturities | |
2023 (nine months) | 1,748 |
2024 | 2,816 |
2025 | 3,068 |
2026 | 3,343 |
2027 | 3,642 |
2028 | 26,458 |
Total | $ 41,075 |
Long-Term Debt - Amortization o
Long-Term Debt - Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Amortization of debt issuance costs | $ 3,000 | $ 3,100 |
Expected Future Amortization of Debt Issuance Costs | ||
2023 (nine months) | 9,007 | |
2024 | 11,540 | |
2025 | 10,807 | |
2026 | 8,532 | |
2027 | 46 | |
2028 | 6 | |
Total | $ 39,938 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Contingencies (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Loss Contingencies | |
Loss contingency accrual | $ 2.5 |
Services Rendered | |
Loss Contingencies | |
Damages awarded | 4 |
Fraudulent Misrepresentation | |
Loss Contingencies | |
Damages awarded | $ 29 |
Commitments and Contingencies_2
Commitments and Contingencies - Environmental Matters (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Environmental matters liability | $ 1.7 |
Commitments and Contingencies_3
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at beginning of period | $ 29,941 |
Liabilities incurred | 146 |
Liabilities associated with disposed assets (1) | (85) |
Liabilities settled | 93 |
Accretion expense | 441 |
Balance at end of period | $ 30,350 |
Number of saltwater disposal wells sold | 2 |
Commitments and Contingencies_4
Commitments and Contingencies - Pipeline Capacity Agreements (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Customer contracts | |
Future minimum throughput payments | |
Number of months to continue shipping after maturity date of contract | 6 months |
Pipeline capacity agreements | |
Future minimum throughput payments | |
2023 (nine months) | $ 26,510 |
2024 | 35,410 |
2025 | 30,897 |
Total | $ 92,817 |
Commitments and Contingencies_5
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2022 USD ($) bbl gal |
Crude oil | Fixed Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 163,726 |
Purchase obligation, year one | 0 |
Purchase obligation, year two | 0 |
Purchase obligation | $ 163,726 |
Purchase obligation, volume, remainder of the fiscal year | bbl | 1,486 |
Purchase obligation, volume, year one | bbl | 0 |
Purchase obligation, volume, year two | bbl | 0 |
Purchase obligation, volume | bbl | 1,486 |
Crude oil | Index Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 3,404,964 |
Purchase obligation, year one | 2,429,375 |
Purchase obligation, year two | 1,688,355 |
Purchase obligation, year three | 690,326 |
Purchase obligation | $ 8,213,020 |
Purchase obligation, volume, remainder of the fiscal year | bbl | 34,981 |
Purchase obligation, volume, year one | bbl | 29,877 |
Purchase obligation, volume, year two | bbl | 22,775 |
Purchase obligation, volume, year three | bbl | 10,409 |
Purchase obligation, volume | bbl | 98,042 |
Natural Gas Liquids | Fixed Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 9,884 |
Purchase obligation, year one | 6,631 |
Purchase obligation, year two | 1,096 |
Purchase obligation | $ 17,611 |
Purchase obligation, volume, remainder of the fiscal year | gal | 10,501 |
Purchase obligation, volume, year one | gal | 8,064 |
Purchase obligation, volume, year two | gal | 1,260 |
Purchase obligation, volume | gal | 19,825 |
Natural Gas Liquids | Index Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 1,208,867 |
Purchase obligation, year one | 55,243 |
Purchase obligation, year two | 6,623 |
Purchase obligation, year three | 0 |
Purchase obligation | $ 1,270,733 |
Purchase obligation, volume, remainder of the fiscal year | gal | 881,618 |
Purchase obligation, volume, year one | gal | 51,533 |
Purchase obligation, volume, year two | gal | 10,500 |
Purchase obligation, volume, year three | gal | 0 |
Purchase obligation, volume | gal | 943,651 |
Commitments and Contingencies_6
Commitments and Contingencies - Sale Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2022 USD ($) bbl gal | Mar. 31, 2022 USD ($) |
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 33,951 | $ 51,203 |
Crude oil | Fixed Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | 164,585 | |
Sales commitments, year one | 0 | |
Sales commitments, year two | 0 | |
Sales commitments | $ 164,585 | |
Sale commitments, volume, remainder of fiscal year | bbl | 1,486 | |
Sale commitments, volume, year one | bbl | 0 | |
Sale commitments, volume, year two | bbl | 0 | |
Sale commitments, volume | bbl | 1,486 | |
Crude oil | Index Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 2,741,022 | |
Sales commitments, year one | 924,914 | |
Sales commitments, year two | 791,056 | |
Sales commitments, year three | 28,963 | |
Sales commitments | $ 4,485,955 | |
Sale commitments, volume, remainder of fiscal year | bbl | 26,913 | |
Sale commitments, volume, year one | bbl | 10,858 | |
Sale commitments, volume, year two | bbl | 10,220 | |
Sale commitments, volume, year three | bbl | 390 | |
Sale commitments, volume | bbl | 48,381 | |
Natural Gas Liquids | Fixed Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 180,624 | |
Sales commitments, year one | 13,418 | |
Sales commitments, year two | 979 | |
Sales commitments | $ 195,021 | |
Sale commitments, volume, remainder of fiscal year | gal | 132,794 | |
Sale commitments, volume, year one | gal | 14,078 | |
Sale commitments, volume, year two | gal | 916 | |
Sale commitments, volume | gal | 147,788 | |
Natural Gas Liquids | Index Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 1,001,257 | |
Sales commitments, year one | 23,565 | |
Sales commitments, year two | 0 | |
Sales commitments, year three | 0 | |
Sales commitments | $ 1,024,822 | |
Sale commitments, volume, remainder of fiscal year | gal | 669,878 | |
Sale commitments, volume, year one | gal | 19,138 | |
Sale commitments, volume, year two | gal | 0 | |
Sale commitments, volume, year three | gal | 0 | |
Sale commitments, volume | gal | 689,016 | |
Prepaid expenses and other current assets | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 37,900 | |
Accrued expenses and other payables | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 19,900 |
Commitments and Contingencies_7
Commitments and Contingencies - Other Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Future minimum payments | ||
2023 (nine months) | $ 8,199 | |
2024 | 8,468 | |
2025 | 3,236 | |
2026 | 1,203 | |
2027 | 1,189 | |
2028 | 1,189 | |
Thereafter | 4,140 | |
Total | 27,624 | |
Hillstone Subsidy Payment | ||
Future minimum payments | ||
Subsidy payment | 400 | $ 600 |
Minimum | Hillstone Subsidy Payment | ||
Future minimum payments | ||
Contractual obligation | 0 | |
Maximum | Hillstone Subsidy Payment | ||
Future minimum payments | ||
Contractual obligation | $ 1,600 |
Equity - Partnership Equity (De
Equity - Partnership Equity (Details) | 3 Months Ended |
Jun. 30, 2022 | |
Common units | |
Equity | |
Ownership interest in NGL Energy Holdings LLC | 8.69% |
General Partner | |
Equity | |
General partner interest | 0.10% |
General Partner | Common units | |
Equity | |
General partner interest | 0.10% |
Limited Partner | |
Equity | |
Limited partner interest | 99.90% |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 18 Months Ended | |
Jul. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | |
Class B Perpetual Preferred Units | |||
Preferred Units | |||
Preferred units, dividend payment terms | The current distribution rate for the Class B Preferred Units is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). | ||
Class B Perpetual Preferred Units | Subsequent Event | |||
Preferred Units | |||
Preferred units, dividend payment terms | On July 1, 2022, the Class B Preferred Units distributions on and after July 1, 2022 began accumulating at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the partnership agreement) plus a spread of 7.213%. | ||
Class B Perpetual Preferred Units | |||
Preferred Units | |||
Preferred units, issued and outstanding (in units) | 12,585,642 | 12,585,642 | |
Preferred units dividend rate | 9% | ||
Distributions earned during the quarter but not declared | $ 0.5625 | ||
Class B Perpetual Preferred Units | Cumulative distributions | |||
Preferred Units | |||
Cumulative distributions earned but not declared | $ 3.375 | ||
Cumulative distributions earned but not paid including accumulated interest | $ 44.7 |
Equity - Class C Preferred Unit
Equity - Class C Preferred Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 18 Months Ended |
Jun. 30, 2022 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Class C Perpetual Preferred Units | ||
Preferred Units | ||
Preferred units, dividend payment terms | The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year). | |
Class C Perpetual Preferred Units | ||
Preferred Units | ||
Preferred units, issued and outstanding (in units) | shares | 1,800,000 | 1,800,000 |
Preferred units dividend rate | 9.625% | |
Distributions earned during the quarter but not declared | $ 0.6016 | |
Class C Perpetual Preferred Units | Cumulative distributions | ||
Preferred Units | ||
Cumulative distributions earned but not declared | $ 3.6094 | |
Cumulative distributions earned but not paid including accumulated interest | $ | $ 6.9 |
Equity - Class D Preferred Unit
Equity - Class D Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 18 Months Ended | |
Jul. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | |
Class D Preferred Units | |||
Preferred Units | |||
Warrants outstanding (in units) | 25,500,000 | 25,500,000 | |
Class D Preferred Units | |||
Preferred Units | |||
Preferred units, dividend payment terms | The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per every $1,000 in unit value per year), plus an additional 1.5% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as defined within the amended and restated limited partnership agreement | ||
Class D Preferred Units | Subsequent Event | |||
Preferred Units | |||
Preferred units, dividend payment terms | On July 1, 2022, the current distribution rate for the Class D Preferred Units increased to 10.00% per year per unit, plus an additional 1.5% rate increase due to us exceeding the adjusted total leverage ratio and due to a Class D distribution payment default, as described above. | ||
Class D Preferred Units | |||
Preferred Units | |||
Temporary equity, issued and outstanding (in units) | 600,000 | 600,000 | |
Distributions earned during the quarter but not declared | $ 27.32 | ||
Class D Preferred Units | Cumulative distributions | |||
Preferred Units | |||
Cumulative distributions earned but not declared | $ 162.60 | ||
Cumulative distributions earned but not paid including accumulated interest | $ 103,900 |
Equity - Equity-Based Incentive
Equity - Equity-Based Incentive Compensation - Service Awards (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Service awards | |||
Equity-Based Incentive Compensation | |||
Distributions on Service Awards during the vesting period | $ 0 | ||
Unvested Service Award units weighted-average grant date fair value per unit | $ 2.15 | $ 2.15 | |
Forfeited Service Award units weighted-average grant date fair value per unit | $ 2.15 | ||
Expense recorded | $ 500,000 | $ 1,000,000 | |
Estimated future expense in fiscal year 2023 | 2,700,000 | ||
Estimated future expense in fiscal year 2024 | $ 1,300,000 | ||
Service Award Activity | |||
Unvested restricted units at the beginning of the period (in units) | 2,188,800 | ||
Units forfeited (in units) | (49,500) | ||
Unvested restricted units at the end of the period (in units) | 2,139,300 | ||
Vesting in 2023 | Service awards | |||
Equity-Based Incentive Compensation | |||
Unvested Service Awards | 1,426,075 | ||
Vesting in 2024 | Service awards | |||
Equity-Based Incentive Compensation | |||
Unvested Service Awards | 713,225 | ||
Deferred Compensation, Share-based Payments | Deferred Bonus | |||
Equity-Based Incentive Compensation | |||
Number of units available for grant | 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 33,951 | $ 51,203 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 37,900 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 124,716 | 125,321 |
Netting of counterparty contracts, assets | (8,659) | (47,585) |
Net cash collateral (held) provided | (58,787) | 839 |
Commodity derivatives | 57,270 | 78,575 |
Liabilities: | ||
Derivative liabilities | (31,652) | (74,957) |
Netting of counterparty contracts, liabilities | 8,659 | 47,585 |
Net cash collateral (held) provided | (326) | 0 |
Commodity derivatives | (23,319) | (27,372) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 33,951 | 51,203 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 57,270 | 78,575 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (23,013) | (27,108) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (306) | (264) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 84,318 | 73,353 |
Liabilities: | ||
Derivative liabilities | (8,406) | (47,585) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 40,398 | 51,968 |
Liabilities: | ||
Derivative liabilities | $ (23,246) | $ (27,372) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Jun. 30, 2022 USD ($) bbl | Mar. 31, 2022 USD ($) bbl |
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 93,064 | $ 50,364 |
Net cash collateral held | (59,113) | 839 |
Net commodity derivative asset | 33,951 | 51,203 |
Fixed-price contract | Crude oil | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | 76,370 | 35,662 |
Fixed-price contract | Propane | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | 2,982 | 3,785 |
Fixed-price contract | Refined products | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | (1,525) | (6,063) |
Fixed-price contract | Butane | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 630 | $ (1,711) |
Fixed-price contract | Short | Crude oil | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (567) | (1,330) |
Fixed-price contract | Short | Refined products | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (147) | |
Fixed-price contract | Short | Butane | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (400) | (268) |
Fixed-price contract | Long | Propane | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | 1,325 | 184 |
Fixed-price contract | Long | Refined products | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | 685 | |
Other | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 14,607 | $ 18,691 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - (Losses) Gains From Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Net adjustments to fair value of commodity derivatives | $ (41,068) | $ (56,657) |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Interest Rate Risk | ||
Face amount | $ 3,426,939 | $ 3,395,829 |
Asset Based Credit Facility | ||
Interest Rate Risk | ||
Interest rate | 4.84% | |
Asset Based Credit Facility | ||
Interest Rate Risk | ||
Face amount | $ 171,000 | $ 116,000 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
7.5% Senior Secured Notes due 2026 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | $ 1,843,292 |
7.5% Senior Notes due 2023 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | 409,837 |
6.125% Senior Notes due 2025 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | 286,282 |
7.5% Senior Notes due 2026 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | $ 241,130 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | |
Segment information | |||
Number of segments | 3 | ||
Total Revenues | $ 2,497,383 | $ 1,488,655 | |
Depreciation and amortization, including amortization of debt issuance costs | 70,968 | 87,981 | |
Operating Income (Loss) | 87,263 | (69,334) | |
Additions to property, plant and equipment and intangible assets | 46,721 | 31,880 | |
Long-lived assets, net | 4,423,317 | $ 4,456,307 | |
Total assets | 6,237,558 | 6,070,345 | |
Operating segment | Water solutions | |||
Segment information | |||
Total Revenues | 166,079 | 130,226 | |
Depreciation and amortization, including amortization of debt issuance costs | 49,910 | 63,043 | |
Operating Income (Loss) | 53,605 | 7,583 | |
Additions to property, plant and equipment and intangible assets | 40,835 | 26,962 | |
Long-lived assets, net | 2,954,908 | 2,970,911 | |
Total assets | 3,127,295 | 3,130,659 | |
Operating segment | Water solutions | Disposal service fees | |||
Segment information | |||
Total Revenues | 117,226 | 98,297 | |
Operating segment | Water solutions | Sale of recovered crude oil | |||
Segment information | |||
Total Revenues | 38,449 | 13,801 | |
Operating segment | Water solutions | Sale of water | |||
Segment information | |||
Total Revenues | 5,808 | 13,282 | |
Operating segment | Water solutions | Other revenues | |||
Segment information | |||
Total Revenues | 4,596 | 4,846 | |
Operating segment | Crude oil logistics | |||
Segment information | |||
Total Revenues | 865,371 | 553,624 | |
Depreciation and amortization, including amortization of debt issuance costs | 11,754 | 12,409 | |
Operating Income (Loss) | 18,989 | (11,581) | |
Additions to property, plant and equipment and intangible assets | 4,133 | 463 | |
Long-lived assets, net | 1,043,189 | 1,050,546 | |
Total assets | 2,083,458 | 1,952,048 | |
Operating segment | Crude oil logistics | Crude oil sales | |||
Segment information | |||
Total Revenues | 847,776 | 535,429 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||
Segment information | |||
Total Revenues | 20,595 | 18,449 | |
Operating segment | Crude oil logistics | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 1,859 | 2,245 | |
Operating segment | Liquids logistics | |||
Segment information | |||
Total Revenues | 1,465,933 | 804,805 | |
Depreciation and amortization, including amortization of debt issuance costs | 3,449 | 7,045 | |
Operating Income (Loss) | 26,640 | (53,409) | |
Additions to property, plant and equipment and intangible assets | 1,386 | 3,544 | |
Long-lived assets, net | 378,150 | 385,783 | |
Total assets | 977,418 | 888,927 | |
Operating segment | Liquids logistics | Other revenues | |||
Segment information | |||
Total Revenues | 2,982 | 5,423 | |
Operating segment | Liquids logistics | Non-Topic 606 revenues | |||
Segment information | |||
Non-Topic 606 revenues | 137,707 | 14,307 | |
Operating segment | Liquids logistics | Refined products sales | |||
Segment information | |||
Total Revenues | 748,631 | 393,109 | |
Operating segment | Liquids logistics | Propane sales | |||
Segment information | |||
Total Revenues | 221,795 | 160,403 | |
Operating segment | Liquids logistics | Butane sales | |||
Segment information | |||
Total Revenues | 200,476 | 118,540 | |
Operating segment | Liquids logistics | Other product sales | |||
Segment information | |||
Total Revenues | 154,342 | 114,330 | |
Elimination of intersegment sales | Crude oil logistics | |||
Segment information | |||
Total Revenues | (4,859) | (2,499) | |
Elimination of intersegment sales | Liquids logistics | |||
Segment information | |||
Total Revenues | 0 | (1,307) | |
Corporate and other | |||
Segment information | |||
Depreciation and amortization, including amortization of debt issuance costs | 5,855 | 5,484 | |
Operating Income (Loss) | (11,971) | (11,927) | |
Additions to property, plant and equipment and intangible assets | 367 | $ 911 | |
Long-lived assets, net | 47,070 | 49,067 | |
Total assets | 49,387 | 98,711 | |
Non-US | Liquids logistics | |||
Segment information | |||
Long-lived assets, net | 17,500 | 17,100 | |
Total assets | $ 65,500 | $ 40,200 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 9,238 | $ 8,591 | |
Accounts payable-affiliates | 91 | 73 | |
Entities affiliated with management | |||
Transactions with Affiliates | |||
Purchases from related party | 0 | $ 70 | |
Accounts receivable-affiliates | 1 | 1 | |
Accounts payable-affiliates | 1 | 46 | |
Equity method investee | |||
Transactions with Affiliates | |||
Purchases from related party | 498 | $ 191 | |
Accounts receivable-affiliates | 390 | 107 | |
Accounts payable-affiliates | 90 | 27 | |
NGL Energy Holdings LLC | |||
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 8,847 | $ 8,483 |
Transactions with Affiliates _2
Transactions with Affiliates - Other Related Party Transactions (Details) | Jun. 30, 2022 USD ($) |
Transactions with Affiliates | |
Outstanding loan balance | $ 2,500,000 |
Guarantor obligation | $ 0 |
Operating segment | Aircraft Company | Corporate and other | |
Transactions with Affiliates | |
Ownership interest | 50% |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Revenue Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Net adjustments to fair value of commodity derivatives | $ (41,068) | $ (56,657) |
Liquids logistics | ||
Net adjustments to fair value of commodity derivatives | $ 5,100 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of June 30, 2022 | $ 316,401 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of June 30, 2022 | $ 114,830 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of June 30, 2022 | $ 105,297 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of June 30, 2022 | $ 73,235 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of June 30, 2022 | $ 17,240 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of June 30, 2022 | $ 3,727 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of June 30, 2022 | $ 1,269 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-04-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of June 30, 2022 | $ 803 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years 3 months |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Accounts receivable from contracts with customers | $ 590,488 | $ 605,384 |
Contract assets (current) | 1,467 | 0 |
Contract liabilities balance | 21,647 | $ 7,667 |
Payment received and deferred | 27,799 | |
Payment recognized in revenue | $ (13,819) |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 13,678 | $ 15,274 |
Variable lease expense | 7,028 | 5,230 |
Short-term lease expense | 94 | 70 |
Total | $ 20,800 | $ 20,574 |
Leases - Lessee Maturities of O
Leases - Lessee Maturities of Operating Lease Obligations (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2023 (nine months) | $ 35,135 |
2024 | 31,997 |
2025 | 19,206 |
2026 | 8,446 |
2027 | 4,596 |
2028 | 4,405 |
Thereafter | 34,416 |
Total lease payments | 138,201 |
Less imputed interest | (30,571) |
Total operating lease obligations | $ 107,630 |
Leases - Lessee Supplemental Ca
Leases - Lessee Supplemental Cash Flow and Non-Cash Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease obligations | $ 13,031 | $ 14,554 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 5,920 | $ 7,312 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Lease Payments Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
2023 (nine months) | $ 8,089 | |
2024 | 4,926 | |
2025 | 692 | |
2026 | 415 | |
2027 | 415 | |
2028 | 415 | |
Thereafter | 189 | |
Total | 15,141 | |
Operating lease revenues | 3,500 | $ 3,300 |
Sublease revenue | $ 200 | $ 400 |
Allowance for Current Expecte_4
Allowance for Current Expected Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Allowance for Expected Credit Loss | |||
Change in provision for expected credit losses | $ (419) | $ (21) | |
Trade Accounts Receivable | |||
Allowance for Expected Credit Loss | |||
Accounts receivable-trade, allowance for expected credit loss | 2,625 | $ 2,626 | |
Change in provision for expected credit losses | (1) | ||
Notes Receivable and Other | |||
Allowance for Expected Credit Loss | |||
Change in provision for expected credit losses | (418) | ||
Notes receivable and other, allowance for expected credit loss | $ 40 | $ 458 |
Other Matters - Third-party Loa
Other Matters - Third-party Loan Receivable (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Receivables [Abstract] | |
Financing receivable, after allowance for credit loss | $ 0.6 |
Proceeds from collection of loan receivable | $ 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Jul. 31, 2022 | Jun. 30, 2022 | |
Senior Notes 7.50 Percent Due 2023 member | ||
Subsequent Event | ||
Notes repurchased | $ 23,260 | |
Senior Notes 7.50 Percent Due 2023 member | Subsequent Event | ||
Subsequent Event | ||
Notes repurchased | $ 14,200 | |
7.5% Senior Notes due 2026 | Subsequent Event | ||
Subsequent Event | ||
Notes repurchased | $ 1,500 |