Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2022 | Feb. 06, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 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 | 131,321,742 | |
Entity Central Index Key | 0001504461 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,534 | $ 3,822 |
Accounts receivable-trade, net of allowance for expected credit losses of $2,455 and $2,626, respectively | 1,129,294 | 1,123,163 |
Accounts receivable-affiliates | 10,257 | 8,591 |
Inventories | 238,073 | 251,277 |
Prepaid expenses and other current assets | 135,980 | 159,486 |
Total current assets | 1,518,138 | 1,546,339 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $1,000,765 and $887,006, respectively | 2,400,508 | 2,462,390 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | (1,000,765) | (887,006) |
GOODWILL | 744,439 | 744,439 |
INTANGIBLE ASSETS, net of accumulated amortization of $563,075 and $507,285, respectively | 1,078,631 | 1,135,354 |
INTANGIBLE ASSETS, accumulated amortization | (563,075) | (507,285) |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 22,769 | 21,897 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 85,576 | 114,124 |
OTHER NONCURRENT ASSETS | 64,030 | 45,802 |
Total assets | 5,914,091 | 6,070,345 |
CURRENT LIABILITIES: | ||
Accounts payable-trade | 952,506 | 1,084,837 |
Accounts payable-affiliates | 65 | 73 |
Accrued expenses and other payables | 174,400 | 140,719 |
Advance payments received from customers | 20,957 | 7,934 |
Current maturities of long-term debt | 303,788 | 2,378 |
Operating lease obligations | 32,883 | 41,261 |
Total current liabilities | 1,484,599 | 1,277,202 |
LONG-TERM DEBT, net of debt issuance costs of $32,986 and $42,988, respectively, and current maturities | 2,921,174 | 3,350,463 |
Debt issuance costs, noncurrent, net | (32,986) | (42,988) |
OPERATING LEASE OBLIGATIONS | 53,518 | 72,784 |
OTHER NONCURRENT LIABILITIES | 103,378 | 104,346 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
EQUITY: | ||
General partner, representing a 0.1% interest, 131,453 and 130,827 notional units, respectively | (52,484) | (52,478) |
Limited partners, representing a 99.9% interest, 131,321,742 and 130,695,970 common units issued and outstanding, respectively | 488,221 | 401,486 |
Accumulated other comprehensive loss | (439) | (308) |
Noncontrolling interests | 16,668 | 17,394 |
Total equity | 800,325 | 714,453 |
Total liabilities and equity | $ 5,914,091 | $ 6,070,345 |
NGL Energy Holdings LLC | NGL Energy Partners LP | ||
EQUITY: | ||
General partner interest | 0.10% | |
NGL Limited Partners | NGL Energy Partners LP | ||
EQUITY: | ||
Limited partner interest | 99.90% | |
NGL Energy Holdings LLC | ||
EQUITY: | ||
General partner, notional units outstanding (in units) | 131,453 | 130,827 |
Limited Partner | ||
EQUITY: | ||
Limited partners, common units issued and outstanding (in units) | 131,321,742 | 130,695,970 |
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 |
Trade Accounts Receivable | ||
CURRENT ASSETS: | ||
Accounts receivable-trade, allowance for expected credit loss | $ 2,455 | $ 2,626 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total Revenues | $ 2,139,240 | $ 2,171,876 | $ 6,646,070 | $ 5,414,668 |
Total Cost of Sales | 1,860,368 | 1,950,321 | 5,879,499 | 4,800,707 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 81,353 | 72,807 | 237,371 | 207,610 |
General and administrative | 17,216 | 18,925 | 50,601 | 46,149 |
Depreciation and amortization | 69,327 | 68,480 | 204,105 | 222,145 |
Loss on disposal or impairment of assets, net | 8,306 | 12,233 | 15,791 | 93,463 |
Operating Income | 102,670 | 49,110 | 258,703 | 44,594 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 1,213 | 119 | 3,094 | 765 |
Interest expense | (75,920) | (68,379) | (211,528) | (204,004) |
Gain on early extinguishment of liabilities, net | 2,667 | 9 | 6,808 | 1,131 |
Other income, net | 28,100 | 24 | 28,731 | 2,003 |
Income (Loss) Before Income Taxes | 58,730 | (19,117) | 85,808 | (155,511) |
INCOME TAX BENEFIT (EXPENSE) | 252 | 135 | (113) | 820 |
Net Income (Loss) | 58,982 | (18,982) | 85,695 | (154,691) |
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (448) | 63 | (790) | (705) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 58,534 | (18,919) | 84,905 | (155,396) |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS - BASIC (NOTE 3) | 26,007 | (45,233) | (5,571) | (232,361) |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS - DILUTED (NOTE 3) | $ 26,123 | $ (45,233) | $ (5,571) | $ (232,361) |
Limited Partner | ||||
BASIC INCOME (LOSS) PER COMMON UNIT | $ 0.20 | $ (0.35) | $ (0.04) | $ (1.79) |
DILUTED INCOME (LOSS) PER COMMON UNIT | $ 0.19 | $ (0.35) | $ (0.04) | $ (1.79) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,015,658 | 129,810,245 | 130,802,920 | 129,666,303 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 134,485,325 | 129,810,245 | 130,802,920 | 129,666,303 |
Operating segment | Water solutions | ||||
Total Revenues | $ 180,242 | $ 130,653 | $ 511,231 | $ 397,089 |
Total Cost of Sales | 2,534 | 5,030 | 13,679 | 21,791 |
OPERATING COSTS AND EXPENSES: | ||||
Operating Income | 59,721 | 19,851 | 160,454 | 60,206 |
Operating segment | Crude oil logistics | ||||
Total Revenues | 531,613 | 607,203 | 1,971,767 | 1,715,657 |
Total Cost of Sales | 471,891 | 556,531 | 1,808,460 | 1,591,877 |
OPERATING COSTS AND EXPENSES: | ||||
Operating Income | 35,096 | 21,291 | 87,012 | 37,941 |
Operating segment | Liquids logistics | ||||
Total Revenues | 1,427,385 | 1,434,020 | 4,163,072 | 3,301,922 |
Total Cost of Sales | 1,385,943 | 1,388,760 | 4,057,360 | 3,187,039 |
OPERATING COSTS AND EXPENSES: | ||||
Operating Income | $ 20,513 | $ 23,158 | $ 48,806 | $ (18,790) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 58,982 | $ (18,982) | $ 85,695 | $ (154,691) |
Other comprehensive income (loss) | 1 | (4) | (131) | (48) |
Comprehensive income (loss) | $ 58,983 | $ (18,986) | $ 85,564 | $ (154,739) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Preferred Class B and Class C Preferred Units | Accumulated other comprehensive (loss) income | Noncontrolling Interests | NGL Energy Holdings LLC | Limited Partner |
Beginning Balance (in units) at Mar. 31, 2021 | 14,385,642 | 129,593,939 | ||||
Beginning Balance at Mar. 31, 2021 | $ 948,159 | $ 348,359 | $ (266) | $ 69,471 | $ (52,189) | $ 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 | 129,593,939 | ||||
Ending Balance at Jun. 30, 2021 | 763,084 | $ 348,359 | (258) | 18,368 | (52,348) | $ 448,963 |
Beginning Balance (in units) at Mar. 31, 2021 | 14,385,642 | 129,593,939 | ||||
Beginning Balance at Mar. 31, 2021 | 948,159 | $ 348,359 | (266) | 69,471 | (52,189) | $ 582,784 |
Increase (Decrease) in Partnership Capital | ||||||
Other comprehensive loss | (48) | |||||
Ending Balance (in units) at Dec. 31, 2021 | 14,385,642 | 129,984,138 | ||||
Ending Balance at Dec. 31, 2021 | 743,715 | $ 348,359 | (314) | 17,734 | (52,422) | $ 430,358 |
Beginning Balance (in units) at Jun. 30, 2021 | 14,385,642 | 129,593,939 | ||||
Beginning Balance at Jun. 30, 2021 | 763,084 | $ 348,359 | (258) | 18,368 | (52,348) | $ 448,963 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (513) | (513) | ||||
Equity issued pursuant to incentive compensation plan (Note 8) | 1,048 | 1,048 | ||||
Net (loss) income | (1,207) | 330 | (27) | $ (1,510) | ||
Other comprehensive loss | (52) | (52) | ||||
Ending Balance (in units) at Sep. 30, 2021 | 14,385,642 | 129,593,939 | ||||
Ending Balance at Sep. 30, 2021 | 762,360 | $ 348,359 | (310) | 18,185 | (52,375) | $ 448,501 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (388) | (388) | ||||
Common unit repurchases and cancellations (in units) | (8,901) | |||||
Common unit repurchases and cancellations | (20) | $ (20) | ||||
Equity issued pursuant to incentive compensation plan (in units) | 399,100 | |||||
Equity issued pursuant to incentive compensation plan (Note 8) | 749 | $ 749 | ||||
Net (loss) income | (18,982) | (63) | (47) | $ (18,872) | ||
Other comprehensive loss | (4) | (4) | ||||
Ending Balance (in units) at Dec. 31, 2021 | 14,385,642 | 129,984,138 | ||||
Ending Balance at Dec. 31, 2021 | 743,715 | $ 348,359 | (314) | 17,734 | (52,422) | $ 430,358 |
Beginning Balance (in units) at Mar. 31, 2022 | 14,385,642 | 130,695,970 | ||||
Beginning Balance at Mar. 31, 2022 | 714,453 | $ 348,359 | (308) | 17,394 | (52,478) | $ 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 | $ 348,359 | (358) | 16,664 | (52,483) | $ 424,849 |
Beginning Balance (in units) at Mar. 31, 2022 | 14,385,642 | 130,695,970 | ||||
Beginning Balance at Mar. 31, 2022 | 714,453 | $ 348,359 | (308) | 17,394 | (52,478) | $ 401,486 |
Increase (Decrease) in Partnership Capital | ||||||
Other comprehensive loss | (131) | |||||
Ending Balance (in units) at Dec. 31, 2022 | 14,385,642 | 131,321,742 | ||||
Ending Balance at Dec. 31, 2022 | 800,325 | $ 348,359 | (439) | 16,668 | (52,484) | $ 488,221 |
Beginning Balance (in units) at Jun. 30, 2022 | 14,385,642 | 130,695,970 | ||||
Beginning Balance at Jun. 30, 2022 | 737,031 | $ 348,359 | (358) | 16,664 | (52,483) | $ 424,849 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (274) | (274) | ||||
Equity issued pursuant to incentive compensation plan (Note 8) | 479 | 479 | ||||
Net (loss) income | 3,607 | 97 | (27) | $ 3,537 | ||
Other comprehensive loss | (82) | (82) | ||||
Ending Balance (in units) at Sep. 30, 2022 | 14,385,642 | 130,695,970 | ||||
Ending Balance at Sep. 30, 2022 | 740,761 | $ 348,359 | (440) | 16,487 | (52,510) | $ 428,865 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (267) | (267) | ||||
Common unit repurchases and cancellations (in units) | (31,828) | |||||
Common unit repurchases and cancellations | (42) | $ (42) | ||||
Equity issued pursuant to incentive compensation plan (in units) | 657,600 | |||||
Equity issued pursuant to incentive compensation plan (Note 8) | 890 | $ 890 | ||||
Net (loss) income | 58,982 | 448 | 26 | $ 58,508 | ||
Other comprehensive loss | 1 | 1 | ||||
Ending Balance (in units) at Dec. 31, 2022 | 14,385,642 | 131,321,742 | ||||
Ending Balance at Dec. 31, 2022 | $ 800,325 | $ 348,359 | $ (439) | $ 16,668 | $ (52,484) | $ 488,221 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 85,695 | $ (154,691) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization, including amortization of debt issuance costs | 217,028 | 235,357 |
Gain on early extinguishment of liabilities, net | (6,808) | (1,131) |
Equity-based compensation expense | 1,866 | (1,044) |
Loss on disposal or impairment of assets, net | 15,791 | 93,463 |
Change in provision for expected credit losses | (485) | 88 |
Net adjustments to fair value of commodity derivatives | 13,879 | 42,875 |
Equity in earnings of unconsolidated entities | (3,094) | (765) |
Distributions of earnings from unconsolidated entities | 2,568 | 2,178 |
Lower of cost or net realizable value adjustments | 3,050 | 6,534 |
Other | 701 | 1,593 |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable-trade and affiliates | (4,778) | (316,477) |
Inventories | (24,904) | (194,053) |
Other current and noncurrent assets | 6,285 | 33,792 |
Accounts payable-trade and affiliates | (131,086) | 294,230 |
Other current and noncurrent liabilities | 31,157 | (15,038) |
Net cash provided by operating activities | 206,865 | 26,911 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (122,362) | (107,480) |
Net settlements of commodity derivatives | 28,521 | (60,972) |
Proceeds from sales of assets | 22,120 | 8,419 |
Proceeds from divestitures of businesses and investments, net | 0 | 63,489 |
Investments in unconsolidated entities | (346) | (350) |
Distributions of capital from unconsolidated entities | 0 | 393 |
Net cash used in investing activities | (72,067) | (96,501) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facility | 1,432,000 | 1,342,000 |
Payments on revolving credit facility | (1,392,000) | (1,190,000) |
Repayment and repurchase of senior unsecured notes | (168,047) | (60,149) |
Payments on other long-term debt | (1,931) | (6,772) |
Debt issuance costs | (1,340) | (12,503) |
Distributions to noncontrolling interest owners | (1,516) | (1,345) |
Common unit repurchases and cancellations | (42) | (20) |
Payments to settle contingent consideration liabilities | (1,204) | (994) |
Principal payments of finance leases | (6) | 0 |
Net cash (used in) provided by financing activities | (134,086) | 70,217 |
Net increase in cash and cash equivalents | 712 | 627 |
Cash and cash equivalents, beginning of period | 3,822 | 4,829 |
Cash and cash equivalents, end of period | 4,534 | 5,456 |
Supplemental cash flow information: | ||
Cash interest paid | 163,203 | 162,053 |
Income taxes paid (net of income tax refunds) | 3,088 | 1,896 |
Supplemental non-cash investing and financing activities: | ||
Accrued capital expenditures | $ 7,398 | $ 9,949 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Dec. 31, 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 December 31, 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 | 9 Months Ended |
Dec. 31, 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 $42.0 million and $43.5 million at December 31, 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 nine months ended December 31, 2022 was $1.6 million with an effective tax rate of 25.1%. The deferred tax benefit recorded during the nine months ended December 31, 2021 was $2.0 million with an effective tax rate of 22.9%. 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 December 31, 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: December 31, 2022 March 31, 2022 (in thousands) Propane $ 97,706 $ 43,971 Crude oil 69,905 135,485 Butane 39,294 33,144 Biodiesel 16,598 20,474 Diesel 5,192 3,504 Ethanol 798 3,503 Other 8,580 11,196 Total $ 238,073 $ 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 December 31, 2022 March 31, 2022 (in thousands) Water services and land company Water Solutions 50% $ 15,963 $ 15,714 Water services and land company Water Solutions 10% 3,615 2,863 Water services and land company Water Solutions 50% 2,281 2,210 Aircraft company (1) Corporate and Other 50% 362 538 Water services company Water Solutions 50% 409 409 Natural gas liquids terminal company Liquids Logistics 50% 139 163 Total $ 22,769 $ 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: December 31, 2022 March 31, 2022 (in thousands) Linefill (1) $ 53,772 $ 28,065 Minimum shipping fees - pipeline commitments (2) 5,696 8,899 Loan receivable (3) — 3,147 Other 4,562 5,691 Total $ 64,030 $ 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 December 31, 2022 and March 31, 2022, linefill consisted of 717,686 and 423,978 barrels of crude oil, respectively. The increase was due primarily to capitalizing additional crude oil barrels as a result of increased requirements by third-party owned pipelines. 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). At December 31, 2022, the deficiency credit was $10.0 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 nine months ended December 31, 2022, we received payments totaling $3.1 million to extinguish this loan receivable and we recorded a loss of $0.2 million within loss on disposal or impairment of assets, net to write off the remaining balance. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) Accrued interest $ 91,873 $ 56,104 Accrued compensation and benefits 20,543 18,417 Excise and other tax liabilities 13,753 10,451 Derivative liabilities 13,688 27,108 Product exchange liabilities 10,765 853 Other 23,778 27,786 Total $ 174,400 $ 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 the London Interbank Offered Rate (“LIBOR”) interest rate or another reference rate expected to be discontinued because of reference rate reform. This guidance was to be effective prospectively upon issuance through December 31, 2022 and applied from the beginning of an interim period that included the issuance date of this ASU. However, in December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” which deferred the sunset date from December 31, 2022 to December 31, 2024. All other provisions of ASU 2020-04 were unchanged. 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. |
Income (Loss) Per Common Unit
Income (Loss) Per Common Unit | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Unit [Abstract] | |
Income (Loss) Per Common Unit | Income (Loss) Per Common Unit The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Weighted average common units outstanding during the period: Common units - Basic 131,015,658 129,810,245 130,802,920 129,666,303 Effect of Dilutive Securities: Partial redemption of Class D Preferred Units (1) 3,469,667 — — — Common units - Diluted 134,485,325 129,810,245 130,802,920 129,666,303 (1) Under the if-converted method, amount represents the number of common units that would be issued to partially redeem outstanding Class D Preferred Units. Per the amended and restated limited partnership agreement (the “Partnership Agreement”), the Partnership can redeem up to 50% of the outstanding Class D Preferred Units, but is limited in the number of common units that can be used (the lower of 15% of the outstanding common units or 10 times the 30-day average daily trading volume) for the redemption. For the three months ended December 31, 2022, the service awards and warrants were considered antidilutive and for the three months ended December 31, 2021 all convertible securities were considered antidilutive. For the nine months ended December 31, 2022 and 2021, all potential common units or convertible securities were considered antidilutive. Our income (loss) per common unit is as follows for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands, except unit and per unit amounts) Net income (loss) $ 58,982 $ (18,982) $ 85,695 $ (154,691) Less: Net (income) loss attributable to noncontrolling interests (448) 63 (790) (705) Net income (loss) attributable to NGL Energy Partners LP 58,534 (18,919) 84,905 (155,396) Less: Distributions to preferred unitholders (1) (32,501) (26,361) (90,482) (77,198) Less: Net (income) loss allocated to GP (2) (26) 47 6 233 Net income (loss) allocated to common unitholders - basic 26,007 (45,233) (5,571) (232,361) Plus: Distributions to preferred unitholders (3) 116 — — — Net income (loss) allocated to common unitholders - diluted $ 26,123 $ (45,233) $ (5,571) $ (232,361) Basic income (loss) per common unit $ 0.20 $ (0.35) $ (0.04) $ (1.79) Diluted income (loss) per common unit $ 0.19 $ (0.35) $ (0.04) $ (1.79) Basic weighted average common units outstanding 131,015,658 129,810,245 130,802,920 129,666,303 Diluted weighted average common units outstanding 134,485,325 129,810,245 130,802,920 129,666,303 (1) Includes cumulative distributions for the three months and nine months ended December 31, 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 (income) loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. (3) Under the if-converted method, amount represents the Class D Preferred Unit distributions that would be eliminated due to the partial redemption of the Class D Preferred Units. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Dec. 31, 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 December 31, 2022 March 31, 2022 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 176,894 $ 173,199 Pipeline and related facilities 30 - 40 265,642 265,643 Vehicles and railcars (1) 3 - 25 92,851 93,126 Water treatment facilities and equipment 3 - 30 2,111,554 2,040,687 Crude oil tanks and related equipment 2 - 30 237,310 236,805 Barges and towboats 5 - 30 146,023 138,778 Information technology equipment 3 - 7 38,111 48,664 Buildings and leasehold improvements 3 - 40 149,342 151,071 Land 92,840 100,038 Tank bottoms and linefill (2) 39,794 30,443 Other 3 - 20 12,138 15,252 Construction in progress 38,774 55,690 3,401,273 3,349,396 Accumulated depreciation (1,000,765) (887,006) Net property, plant and equipment $ 2,400,508 $ 2,462,390 (1) Includes a finance lease right-of-use asset of $0.1 million. (2) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Linefill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost. The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Depreciation expense $ 50,005 $ 48,404 $ 145,862 $ 156,855 Capitalized interest expense $ 250 $ 149 $ 740 $ 805 We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within 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 periods indicated: Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 (in thousands) Water Solutions $ 9,467 $ 20,137 Crude Oil Logistics (213) (1,909) Liquids Logistics 54 51 Corporate and Other (694) (1,214) Total $ 8,614 $ 17,065 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: December 31, 2022 March 31, 2022 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.0 $ 1,200,919 $ (480,437) $ 720,482 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 21.5 192,000 (26,880) 165,120 192,000 (21,120) 170,880 Pipeline capacity rights 20.9 7,799 (2,362) 5,437 7,799 (2,167) 5,632 Rights-of-way and easements 31.0 94,854 (14,396) 80,458 91,664 (12,201) 79,463 Water rights 16.6 99,869 (24,940) 74,929 99,869 (20,404) 79,465 Executory contracts and other agreements 23.3 21,431 (4,414) 17,017 20,931 (3,014) 17,917 Non-compete agreements 0.3 1,100 (1,027) 73 7,000 (6,487) 513 Debt issuance costs (1) 3.2 23,479 (8,619) 14,860 22,202 (5,055) 17,147 Total amortizable 1,641,451 (563,075) 1,078,376 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,641,706 $ (563,075) $ 1,078,631 $ 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 December 31, Nine Months Ended December 31, Recorded In 2022 2021 2022 2021 (in thousands) Depreciation and amortization $ 19,322 $ 20,076 $ 58,243 $ 65,290 Cost of sales 68 69 205 213 Interest expense 1,203 1,283 3,564 3,658 Operating expenses 62 62 185 185 Total $ 20,655 $ 21,490 $ 62,197 $ 69,346 The following table summarizes expected amortization of our intangible assets at December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 20,647 2024 76,228 2025 68,007 2026 65,091 2027 60,388 2028 57,535 Thereafter 730,480 Total $ 1,078,376 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: December 31, 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 $ (28,314) $ 2,021,686 $ 2,050,000 $ (35,140) $ 2,014,860 Asset-based revolving credit facility (“ABL Facility”) 156,000 — 156,000 116,000 — 116,000 Senior unsecured notes: 7.500% Notes due 2023 (“2023 Notes”) 301,885 (633) 301,252 475,702 (1,873) 473,829 6.125% Notes due 2025 (“2025 Notes”) 380,020 (1,825) 378,195 380,020 (2,456) 377,564 7.500% Notes due 2026 (“2026 Notes”) 330,902 (2,796) 328,106 332,402 (3,460) 328,942 Other long-term debt 39,774 (51) 39,723 41,705 (59) 41,646 3,258,581 (33,619) 3,224,962 3,395,829 (42,988) 3,352,841 Less: Current maturities 304,421 (633) 303,788 2,378 — 2,378 Long-term debt $ 2,954,160 $ (32,986) $ 2,921,174 $ 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 December 31, 2022, we were in compliance with the covenants under the Indenture. ABL Facility The ABL Facility is subject to a borrowing base, which includes a sub-limit for letters of credit. The initial commitments under the ABL Facility were $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 December 31, 2022, $156.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $168.4 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 December 31, 2022, the borrowings under the ABL Facility had a weighted average interest rate of 7.37% calculated as the prime rate of 7.50% plus a margin of 1.75% on the alternate base borrowings and the weighted average SOFR of 4.33% plus a margin of 2.75% for the SOFR borrowings. On December 31, 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 December 31, 2022, no Cash Dominion Event had occurred. Compliance At December 31, 2022, we were in compliance with the covenants under the ABL Facility. Senior Unsecured Notes The senior unsecured notes include the 2023 Notes, which mature on November 1, 2023, the 2025 Notes, which mature on March 1, 2025 and the 2026 Notes, which mature on April 15, 2026 (collectively, the “Senior Unsecured Notes”). Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the periods indicated: Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 (in thousands) 2023 Notes Notes repurchased $ 97,457 $ 173,817 Cash paid (excluding payments of accrued interest) $ 94,575 $ 166,926 Gain on early extinguishment of debt (1) $ 2,667 $ 6,444 2026 Notes Notes repurchased $ — $ 1,500 Cash paid (excluding payments of accrued interest) $ — $ 1,121 Gain on early extinguishment of debt (2) $ — $ 364 (1) Gain on early extinguishment of debt for the three months and nine months ended December 31, 2022 is inclusive of the write-off of debt issuance costs of $0.2 million and $0.4 million, respectively. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statements of operations. (2) Gain on early extinguishment of debt for the nine months ended December 31, 2022 is inclusive of the write-off of debt issuance costs of less than $0.1 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statements of operations. Subsequent to December 31, 2022, we have repurchased $98.5 million of the 2023 Notes and as of February 8, 2023, the outstanding balance of the 2023 Notes is $203.4 million. We expect to pay off the remaining outstanding 2023 Notes no later than June 30, 2023, using cash flows from operations, and if needed, borrowings under our ABL Facility. Proceeds generated from other cash flow positive initiatives currently being pursued, such as sales of non-core assets, may also be used for additional debt reductions. Redemption We currently have the right to redeem all of the outstanding 2023 Notes at 100% of the principal amount plus accrued and unpaid interest. As of March 1, 2023, we will have the right to redeem all or a portion of the outstanding 2025 Notes at 100% of the principal amount plus accrued and unpaid interest. As of April 15, 2024, we will have the right to redeem all or a portion of the outstanding 2026 Notes at 100% of the principal amount plus accrued and unpaid interest. Compliance At December 31, 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 $39.8 million at December 31, 2022. The loan matures on November 1, 2027. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at December 31, 2022: Fiscal Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other Total (in thousands) 2023 (three months) $ — $ — $ — $ 446 $ 446 2024 — — 301,885 2,816 304,701 2025 — — 380,020 3,068 383,088 2026 2,050,000 156,000 — 3,343 2,209,343 2027 — — 330,902 3,642 334,544 2028 — — — 26,459 26,459 Total $ 2,050,000 $ 156,000 $ 1,012,807 $ 39,774 $ 3,258,581 Amortization of Debt Issuance Costs Amortization expense for debt issuance costs related to long-term debt was $3.0 million and $3.0 million during the three months ended December 31, 2022 and 2021, respectively, and $9.0 million and $9.2 million during the nine months ended December 31, 2022 and 2021, respectively. The following table summarizes expected amortization of debt issuance costs at December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 2,908 2024 11,319 2025 10,808 2026 8,531 2027 46 2028 7 Total $ 33,619 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 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 trial that is limited to the claim of quantum meruit damages, started on February 6, 2023. 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 December 31, 2022, we have accrued $2.5 million related to this matter. The Partnership is a party defendant to a purported class action complaint filed in the federal court in the Northern District of Oklahoma styled Gary R. Underwood, Successor Trustee for the James L. Price Revocable Living Trust, on behalf of the Trust and all others similarly situated v. NGL Energy Partners LP , Case No. 4:21-cv-00135-CVE-SH. This case seeks class certification on behalf of owners who allege the Partnership’s Crude Oil Logistics group violated Oklahoma’s Production Revenue Standards Act when it failed to include statutory interest on proceeds payments it made to certain mineral owners and to state unclaimed property divisions for oil purchased from certain Oklahoma wells. A substantial portion of the statutory interest claimed to be owed in the lawsuit related to suspended proceeds we inherited from our predecessors and remitted to various state unclaimed property divisions in 2016. With no admission of liability or wrongdoing, but only to avoid the expense and uncertainty of future litigation, the Partnership entered into a settlement agreement in this case to resolve all claims made against it by the plaintiff and the proposed class. We have agreed to pay the sum of approximately $8.4 million to the plaintiff and the proposed class, and we accrued the amount as of December 31, 2022. The settlement agreement is subject to court approval and a full fairness hearing will be held in the coming months. 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 December 31, 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 2,367 Liabilities associated with disposed assets (1) (878) Liabilities settled (171) Accretion expense 2,195 Balance at December 31, 2022 $ 33,454 (1) Relates to the sale of six saltwater disposal wells and other long-lived assets within our Water Solutions business. 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 December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 9,466 2024 38,495 2025 33,588 Total $ 81,549 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 December 31, 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 (three months) $ 74,358 1,086 $ 10,651 11,112 2024 — — 7,367 8,904 2025 — — 2,829 3,486 2026 — — 1,982 2,730 2027 — — 1,808 2,520 Total $ 74,358 1,086 $ 24,637 28,752 Index-Price Commodity Purchase Commitments: 2023 (three months) $ 1,465,229 18,666 $ 368,303 373,268 2024 2,592,153 34,575 224,896 247,447 2025 1,582,749 22,775 6,910 10,500 2026 659,019 10,410 — — Total $ 6,299,150 86,426 $ 600,109 631,215 (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 December 31, 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 (three months) $ 72,426 1,050 $ 153,699 119,489 2024 — — 26,197 26,608 2025 — — 4,035 4,548 2026 — — 2,304 3,056 2027 — — 2,065 2,805 Total $ 72,426 1,050 $ 188,300 156,506 Index-Price Commodity Sale Commitments: 2023 (three months) $ 1,332,521 17,188 $ 390,313 340,449 2024 1,310,390 16,672 31,860 33,009 2025 743,470 10,220 — — 2026 27,493 390 — — Total $ 3,413,874 44,470 $ 422,173 373,458 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 $35.0 million of our prepaid expenses and other current assets and $13.6 million of our accrued expenses and other payables at December 31, 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 December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 2,070 2024 10,004 2025 3,707 2026 1,342 2027 1,328 2028 1,269 Thereafter 4,222 Total $ 23,942 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 (the “Subsidy Agreement”). For the three months and nine months ended December 31, 2022, we recorded $0.5 million and $1.3 million, respectively, and for the three months and nine months ended December 31, 2021, we recorded $0.6 million and $1.7 million, respectively, within operating expense in our unaudited condensed consolidated statements of operations. The Subsidy Agreement expired on December 31, 2022. |
Equity
Equity | 9 Months Ended |
Dec. 31, 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 the Partnership to maintain its 0.1% GP interest. Our GP is not required to guarantee or pay any of our debts and obligations. At December 31, 2022, we owned 8.69% of our GP. General Partner Contributions In connection with the issuance of common units for the vesting of restricted units during the nine months ended December 31, 2022, we issued 626 notional units to our GP for less than $0.1 million in order to maintain its 0.1% interest in the Partnership. 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 December 31, 2022, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding. On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (3.75% for the quarter ended December 31, 2022) plus a spread of 7.21%. For the quarter ended December 31, 2022, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the quarterly distribution for December 31, 2022 is $0.6855 and the cumulative distribution since suspension for each Class B Preferred Unit is $4.6541. 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 December 31, 2022 is $63.1 million. Class C Preferred Units As of December 31, 2022, there were 1,800,000 of our 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 December 31, 2022, we did not declare or pay distributions to the holders of the Class C Preferred Units, thus the quarterly distribution for December 31, 2022 is $0.6016 and the cumulative distribution since suspension for each Class C Preferred Unit is $4.8125. 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 December 31, 2022 is $9.4 million. Class D Preferred Units As of December 31, 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 increased on July 1, 2022 from 9.00% to 10.00% per year per unit (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 1.50% 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 Partnership Agreement. For the quarter ended December 31, 2022, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the average quarterly distribution at December 31, 2022 is $29.92 and the average cumulative distribution since suspension for each Class D Preferred unit is $222.42. 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 December 31, 2022 is $145.9 million. 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 nine months ended December 31, 2022: Number of Units Weighted-Average Unvested Service Award units at March 31, 2022 2,188,800 $2.15 Units vested and issued (657,600) $2.15 Units forfeited (218,750) $2.15 Unvested Service Award units at December 31, 2022 1,312,450 $2.15 In connection with the vesting of certain Service Awards during the nine months ended December 31, 2022, 31,828 of the newly-vested common units were surrendered by employees in satisfaction of less than $0.1 million of employee withholding taxes paid by the Partnership. Pursuant to the expiration of the LTIP discussed below, those surrendered units are not available for future grants. As the LTIP expired on May 10, 2021, we had no common units available for grant for the nine months ended December 31, 2022. As of December 31, 2022, there are 656,225 unvested Service Award units which are expected to vest during the fiscal year ending March 31, 2023 and 656,225 unvested Service Award units which are expected to vest during the fiscal 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 December 31, 2022 and 2021, we recorded compensation expense related to Service Award units of $0.9 million and $0.7 million, respectively. During the nine months ended December 31, 2022 and 2021, we recorded compensation expense related to Service Award units of $1.9 million and $2.8 million, respectively. For the unvested Service Award units at December 31, 2022, we had estimated future expense of $0.9 million which we expect to record during the fiscal year ending March 31, 2023 and $1.2 million which we expect to record during the fiscal year ending March 31, 2024. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsOur 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: December 31, 2022 March 31, 2022 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 59,865 $ (9,175) $ 73,353 $ (47,585) Level 2 measurements 36,415 (14,166) 51,968 (27,372) 96,280 (23,341) 125,321 (74,957) Netting of counterparty contracts (1) (9,713) 9,713 (47,585) 47,585 Net cash collateral (held) provided (37,712) (98) 839 — Commodity derivatives $ 48,855 $ (13,726) $ 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: December 31, 2022 March 31, 2022 (in thousands) Prepaid expenses and other current assets $ 48,855 $ 78,575 Accrued expenses and other payables (13,688) (27,108) Other noncurrent liabilities (38) (264) Net commodity derivative asset $ 35,129 $ 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 December 31, 2022: Crude oil fixed-price (1) January 2023–December 2023 12 $ 53,476 Propane fixed-price (1) January 2023–December 2024 (71) (6,820) Refined products fixed-price (1) January 2023–December 2023 (436) 510 Butane fixed-price (1) January 2023–January 2024 (230) 3,855 Other January 2023–August 2024 21,918 72,939 Net cash collateral held (37,810) Net commodity derivative asset $ 35,129 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 December 31, 2022 and 2021, we recorded net losses of $0.8 million and $2.2 million, respectively, from our commodity derivatives to revenues and cost of sales in our unaudited condensed consolidated statements of operations. During the nine months ended December 31, 2022 and 2021, we recorded net losses of $13.9 million and $42.9 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 December 31, 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 prime rate or SOFR, an adjusted forward-looking term rate based on the secured overnight financing rate. At December 31, 2022, we had $156.0 million of outstanding borrowings under the ABL Facility at a weighted average interest rate of 7.37%. On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (3.75% for the quarter ended December 31, 2022) plus a spread of 7.21%. For our Class C Preferred Units, distributions on and after April 15, 2024 will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.384%. On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.00% (“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 December 31, 2022 (in thousands): Senior Secured Notes: 2026 Senior Secured Notes $ 1,823,830 Senior Unsecured Notes: 2023 Notes $ 292,577 2025 Notes $ 305,916 2026 Notes $ 253,692 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 | 9 Months Ended |
Dec. 31, 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 136,211 $ 102,917 $ 382,483 $ 303,106 Sale of recovered crude oil 30,284 17,865 96,205 48,848 Sale of water 6,127 6,842 15,300 31,694 Other service revenues 7,620 3,029 17,243 13,441 Total Water Solutions revenues 180,242 130,653 511,231 397,089 Crude Oil Logistics: Topic 606 revenues Crude oil sales 507,793 588,729 1,906,963 1,660,225 Crude oil transportation and other 23,676 18,826 67,083 56,088 Non-Topic 606 revenues 1,876 2,153 5,562 6,518 Elimination of intersegment sales (1,732) (2,505) (7,841) (7,174) Total Crude Oil Logistics revenues 531,613 607,203 1,971,767 1,715,657 Liquids Logistics: Topic 606 revenues Refined products sales 609,686 503,348 1,994,123 1,340,725 Propane sales 331,031 396,457 751,609 776,157 Butane sales 241,462 296,481 593,654 582,358 Other product sales 120,454 155,556 436,549 409,452 Service revenues 384 361 7,027 8,849 Non-Topic 606 revenues 124,368 81,817 380,110 185,705 Elimination of intersegment sales — — — (1,324) Total Liquids Logistics revenues 1,427,385 1,434,020 4,163,072 3,301,922 Total revenues $ 2,139,240 $ 2,171,876 $ 6,646,070 $ 5,414,668 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Depreciation and Amortization: Water Solutions $ 52,653 $ 50,877 $ 153,951 $ 164,651 Crude Oil Logistics 11,664 12,166 35,193 37,029 Liquids Logistics 3,485 3,824 10,399 15,627 Corporate and Other 5,816 6,066 17,485 18,050 Total $ 73,618 $ 72,933 $ 217,028 $ 235,357 Operating Income (Loss): Water Solutions $ 59,721 $ 19,851 $ 160,454 $ 60,206 Crude Oil Logistics 35,096 21,291 87,012 37,941 Liquids Logistics 20,513 23,158 48,806 (18,790) Corporate and Other (12,660) (15,190) (37,569) (34,763) Total $ 102,670 $ 49,110 $ 258,703 $ 44,594 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Water Solutions $ 19,292 $ 21,254 $ 100,989 $ 81,807 Crude Oil Logistics 1,516 515 7,793 1,986 Liquids Logistics 880 4,248 4,685 10,308 Corporate and Other 984 341 1,734 1,504 Total $ 22,672 $ 26,358 $ 115,201 $ 95,605 The following tables summarize long-lived assets, net (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: December 31, 2022 March 31, 2022 (in thousands) Long-lived assets, net: Water Solutions $ 2,884,147 $ 2,970,911 Crude Oil Logistics 1,017,379 1,050,546 Liquids Logistics (1) 367,460 385,783 Corporate and Other 40,168 49,067 Total $ 4,309,154 $ 4,456,307 (1) Includes $14.2 million and $17.1 million of non-US long-lived assets at December 31, 2022 and March 31, 2022, respectively. December 31, 2022 March 31, 2022 (in thousands) Total assets: Water Solutions $ 3,062,983 $ 3,130,659 Crude Oil Logistics 1,865,022 1,952,048 Liquids Logistics (1) 929,646 888,927 Corporate and Other 56,440 98,711 Total $ 5,914,091 $ 6,070,345 (1) Includes $58.0 million and $40.2 million of non-US total assets at December 31, 2022 and March 31, 2022, respectively. |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Dec. 31, 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Purchases from equity method investees $ 372 $ 243 $ 1,251 $ 784 Purchases from entities affiliated with management $ — $ 957 $ — $ 1,045 Accounts receivable from affiliates consist of the following at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) NGL Energy Holdings LLC $ 9,630 $ 8,483 Equity method investees 627 107 Entities affiliated with management — 1 Total $ 10,257 $ 8,591 Accounts payable to affiliates consist of the following at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) Equity method investees $ 64 $ 27 Entities affiliated with management 1 46 Total $ 65 $ 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 December 31, 2022, the outstanding balance of the loan is approximately $2.3 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 December 31, 2022, no accrual has been recorded related to this guarantee. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Dec. 31, 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 the scope of 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 December 31, 2022. The majority of our revenue agreements are in the scope of 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 in the scope of ASC 845 and ASC 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 $3.9 million of net losses related to changes in the mark-to-market value of these contracts recorded during the nine months ended December 31, 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 December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 37,188 2024 90,551 2025 81,206 2026 23,041 2027 8,130 2028 1,269 Thereafter 804 Total $ 242,189 Contract Assets and Liabilities The following tables summarize the balances of our contract assets and liabilities at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) Accounts receivable from contracts with customers $ 530,676 $ 605,384 Contract liabilities balance at March 31, 2022 $ 7,667 Payment received and deferred 47,424 Payment recognized in revenue (34,295) Contract liabilities balance at December 31, 2022 $ 20,796 |
Leases
Leases | 9 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Leases | Leases Lessee Accounting Our operating lease activity primarily consists of product storage, office space, real estate, railcars, and equipment. The following table summarizes the components of our lease cost for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Operating lease cost (1) $ 12,436 $ 14,180 $ 39,596 $ 44,474 Variable lease cost (1) 7,397 5,725 21,987 15,978 Short-term lease cost (1) 94 60 242 219 Finance lease cost Amortization of right-of-use asset (2) 1 — 2 — Interest on lease obligation (3) 4 — 6 — Total lease cost $ 19,932 $ 19,965 $ 61,833 $ 60,671 (1) Included in operating expenses in our unaudited condensed consolidated statements of operations. (2) Included in depreciation and amortization expense in our unaudited condensed consolidated statements of operations. (3) Included in interest expense in our unaudited condensed consolidated statements of operations. The following table summarizes maturities of our lease obligations at December 31, 2022 (in thousands): Operating Finance Fiscal Year Ending March 31, Leases Lease (1) 2023 (three months) $ 10,987 $ 7 2024 35,071 28 2025 22,041 28 2026 9,895 28 2027 4,593 28 2028 4,016 10 Thereafter 26,763 — Total lease payments 113,366 129 Less imputed interest (26,965) — Total lease obligations $ 86,401 $ 129 (1) At December 31, 2022, the short-term finance lease obligation of less than $0.1 million is included in accrued expenses and other payables and the long-term finance lease obligation of $0.1 million is included in other noncurrent liabilities. The following table summarizes supplemental cash flow information related to our leases for the periods indicated: Nine Months Ended December 31, 2022 2021 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 39,207 $ 43,919 Operating cash outflows from finance lease $ 6 $ — Financing cash outflows from finance lease $ 6 $ — Right-of-use assets obtained in exchange for lease obligations Operating leases $ 17,452 $ 11,738 Finance lease $ 102 $ — 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 December 31, 2022 and 2021, fixed rental revenue was $4.5 million, which includes $2.3 million of sublease revenue, and $3.7 million, which includes $0.5 million of sublease revenue, respectively. During the nine months ended December 31, 2022 and 2021, fixed rental revenue was $11.2 million, which includes $3.4 million of sublease revenue and $10.9 million, which includes $1.1 million of sublease revenue, respectively. The following table summarizes future minimum lease payments to be received under various noncancelable operating lease agreements at December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 3,143 2024 15,534 2025 4,698 2026 4,017 2027 4,017 2028 4,016 Total $ 35,425 |
Allowance for Current Expected
Allowance for Current Expected Credit Loss | 9 Months Ended |
Dec. 31, 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 for expected credit losses. We manage receivable pools using past due balances as a key credit quality indicator. The following table summarizes changes in our allowance for expected credit losses: Accounts Receivable - Trade Notes Receivable and Other (in thousands) Balance at March 31, 2022 $ 2,626 $ 458 Change in provision for expected credit losses (27) (458) Write-offs charged against the provision (144) — Balance at December 31, 2022 $ 2,455 $ — |
Other Matters
Other Matters | 9 Months Ended |
Dec. 31, 2022 | |
Other Matters [Abstract] | |
Other Matters | Other Matters Dispute Settlement During the three months ended December 31, 2022, we recorded other income of $29.5 million to settle a dispute associated with commercial activities not occurring in the current reporting periods. We received payment on December 29, 2022. This amount is recorded within other income, net in our unaudited condensed consolidated statements of operations for the three months and nine months ended December 31, 2022. 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. At 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 | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsSubsequent to December 31, 2022, we repurchased $98.5 million of the 2023 Notes. See Note 6 for a further discussion related to the repurchasing of the 2023 Notes. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 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 $42.0 million and $43.5 million at December 31, 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 nine months ended December 31, 2022 was $1.6 million with an effective tax rate of 25.1%. The deferred tax benefit recorded during the nine months ended December 31, 2021 was $2.0 million with an effective tax rate of 22.9%. 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 December 31, 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 the London Interbank Offered Rate (“LIBOR”) interest rate or another reference rate expected to be discontinued because of reference rate reform. This guidance was to be effective prospectively upon issuance through December 31, 2022 and applied from the beginning of an interim period that included the issuance date of this ASU. However, in December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” which deferred the sunset date from December 31, 2022 to December 31, 2024. All other provisions of ASU 2020-04 were unchanged. 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) | 9 Months Ended |
Dec. 31, 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) | 9 Months Ended |
Dec. 31, 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) | 9 Months Ended |
Dec. 31, 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 the scope of 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 December 31, 2022. |
Allowance for Current Expecte_2
Allowance for Current Expected Credit Loss (Policies) | 9 Months Ended |
Dec. 31, 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. 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 for expected credit losses. We manage receivable pools using past due balances as a key credit quality indicator. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) Propane $ 97,706 $ 43,971 Crude oil 69,905 135,485 Butane 39,294 33,144 Biodiesel 16,598 20,474 Diesel 5,192 3,504 Ethanol 798 3,503 Other 8,580 11,196 Total $ 238,073 $ 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 December 31, 2022 March 31, 2022 (in thousands) Water services and land company Water Solutions 50% $ 15,963 $ 15,714 Water services and land company Water Solutions 10% 3,615 2,863 Water services and land company Water Solutions 50% 2,281 2,210 Aircraft company (1) Corporate and Other 50% 362 538 Water services company Water Solutions 50% 409 409 Natural gas liquids terminal company Liquids Logistics 50% 139 163 Total $ 22,769 $ 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: December 31, 2022 March 31, 2022 (in thousands) Linefill (1) $ 53,772 $ 28,065 Minimum shipping fees - pipeline commitments (2) 5,696 8,899 Loan receivable (3) — 3,147 Other 4,562 5,691 Total $ 64,030 $ 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 December 31, 2022 and March 31, 2022, linefill consisted of 717,686 and 423,978 barrels of crude oil, respectively. The increase was due primarily to capitalizing additional crude oil barrels as a result of increased requirements by third-party owned pipelines. 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). At December 31, 2022, the deficiency credit was $10.0 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 nine months ended December 31, 2022, we received payments totaling $3.1 million to extinguish this loan receivable and we recorded a loss of $0.2 million within loss on disposal or impairment of assets, net to write off the remaining balance. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) Accrued interest $ 91,873 $ 56,104 Accrued compensation and benefits 20,543 18,417 Excise and other tax liabilities 13,753 10,451 Derivative liabilities 13,688 27,108 Product exchange liabilities 10,765 853 Other 23,778 27,786 Total $ 174,400 $ 140,719 |
Income (Loss) Per Common Unit (
Income (Loss) Per Common Unit (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Weighted average common units outstanding during the period: Common units - Basic 131,015,658 129,810,245 130,802,920 129,666,303 Effect of Dilutive Securities: Partial redemption of Class D Preferred Units (1) 3,469,667 — — — Common units - Diluted 134,485,325 129,810,245 130,802,920 129,666,303 (1) Under the if-converted method, amount represents the number of common units that would be issued to partially redeem outstanding Class D Preferred Units. Per the amended and restated limited partnership agreement (the “Partnership Agreement”), the Partnership can redeem up to 50% of the outstanding Class D Preferred Units, but is limited in the number of common units that can be used (the lower of 15% of the outstanding common units or 10 times the 30-day average daily trading volume) for the redemption. |
Schedule of income (loss) per common unit | Our income (loss) per common unit is as follows for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands, except unit and per unit amounts) Net income (loss) $ 58,982 $ (18,982) $ 85,695 $ (154,691) Less: Net (income) loss attributable to noncontrolling interests (448) 63 (790) (705) Net income (loss) attributable to NGL Energy Partners LP 58,534 (18,919) 84,905 (155,396) Less: Distributions to preferred unitholders (1) (32,501) (26,361) (90,482) (77,198) Less: Net (income) loss allocated to GP (2) (26) 47 6 233 Net income (loss) allocated to common unitholders - basic 26,007 (45,233) (5,571) (232,361) Plus: Distributions to preferred unitholders (3) 116 — — — Net income (loss) allocated to common unitholders - diluted $ 26,123 $ (45,233) $ (5,571) $ (232,361) Basic income (loss) per common unit $ 0.20 $ (0.35) $ (0.04) $ (1.79) Diluted income (loss) per common unit $ 0.19 $ (0.35) $ (0.04) $ (1.79) Basic weighted average common units outstanding 131,015,658 129,810,245 130,802,920 129,666,303 Diluted weighted average common units outstanding 134,485,325 129,810,245 130,802,920 129,666,303 (1) Includes cumulative distributions for the three months and nine months ended December 31, 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 (income) loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. (3) Under the if-converted method, amount represents the Class D Preferred Unit distributions that would be eliminated due to the partial redemption of the Class D Preferred Units. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, 2022 March 31, 2022 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 176,894 $ 173,199 Pipeline and related facilities 30 - 40 265,642 265,643 Vehicles and railcars (1) 3 - 25 92,851 93,126 Water treatment facilities and equipment 3 - 30 2,111,554 2,040,687 Crude oil tanks and related equipment 2 - 30 237,310 236,805 Barges and towboats 5 - 30 146,023 138,778 Information technology equipment 3 - 7 38,111 48,664 Buildings and leasehold improvements 3 - 40 149,342 151,071 Land 92,840 100,038 Tank bottoms and linefill (2) 39,794 30,443 Other 3 - 20 12,138 15,252 Construction in progress 38,774 55,690 3,401,273 3,349,396 Accumulated depreciation (1,000,765) (887,006) Net property, plant and equipment $ 2,400,508 $ 2,462,390 (1) Includes a finance lease right-of-use asset of $0.1 million. (2) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Linefill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost. |
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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Depreciation expense $ 50,005 $ 48,404 $ 145,862 $ 156,855 Capitalized interest expense $ 250 $ 149 $ 740 $ 805 |
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 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 periods indicated: Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 (in thousands) Water Solutions $ 9,467 $ 20,137 Crude Oil Logistics (213) (1,909) Liquids Logistics 54 51 Corporate and Other (694) (1,214) Total $ 8,614 $ 17,065 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: December 31, 2022 March 31, 2022 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.0 $ 1,200,919 $ (480,437) $ 720,482 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 21.5 192,000 (26,880) 165,120 192,000 (21,120) 170,880 Pipeline capacity rights 20.9 7,799 (2,362) 5,437 7,799 (2,167) 5,632 Rights-of-way and easements 31.0 94,854 (14,396) 80,458 91,664 (12,201) 79,463 Water rights 16.6 99,869 (24,940) 74,929 99,869 (20,404) 79,465 Executory contracts and other agreements 23.3 21,431 (4,414) 17,017 20,931 (3,014) 17,917 Non-compete agreements 0.3 1,100 (1,027) 73 7,000 (6,487) 513 Debt issuance costs (1) 3.2 23,479 (8,619) 14,860 22,202 (5,055) 17,147 Total amortizable 1,641,451 (563,075) 1,078,376 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,641,706 $ (563,075) $ 1,078,631 $ 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: December 31, 2022 March 31, 2022 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 19.0 $ 1,200,919 $ (480,437) $ 720,482 $ 1,200,919 $ (436,837) $ 764,082 Customer commitments 21.5 192,000 (26,880) 165,120 192,000 (21,120) 170,880 Pipeline capacity rights 20.9 7,799 (2,362) 5,437 7,799 (2,167) 5,632 Rights-of-way and easements 31.0 94,854 (14,396) 80,458 91,664 (12,201) 79,463 Water rights 16.6 99,869 (24,940) 74,929 99,869 (20,404) 79,465 Executory contracts and other agreements 23.3 21,431 (4,414) 17,017 20,931 (3,014) 17,917 Non-compete agreements 0.3 1,100 (1,027) 73 7,000 (6,487) 513 Debt issuance costs (1) 3.2 23,479 (8,619) 14,860 22,202 (5,055) 17,147 Total amortizable 1,641,451 (563,075) 1,078,376 1,642,384 (507,285) 1,135,099 Non-amortizable: Trade names 255 — 255 255 — 255 Total $ 1,641,706 $ (563,075) $ 1,078,631 $ 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 December 31, Nine Months Ended December 31, Recorded In 2022 2021 2022 2021 (in thousands) Depreciation and amortization $ 19,322 $ 20,076 $ 58,243 $ 65,290 Cost of sales 68 69 205 213 Interest expense 1,203 1,283 3,564 3,658 Operating expenses 62 62 185 185 Total $ 20,655 $ 21,490 $ 62,197 $ 69,346 |
Schedule of expected amortization of intangible assets | The following table summarizes expected amortization of our intangible assets at December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 20,647 2024 76,228 2025 68,007 2026 65,091 2027 60,388 2028 57,535 Thereafter 730,480 Total $ 1,078,376 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: December 31, 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 $ (28,314) $ 2,021,686 $ 2,050,000 $ (35,140) $ 2,014,860 Asset-based revolving credit facility (“ABL Facility”) 156,000 — 156,000 116,000 — 116,000 Senior unsecured notes: 7.500% Notes due 2023 (“2023 Notes”) 301,885 (633) 301,252 475,702 (1,873) 473,829 6.125% Notes due 2025 (“2025 Notes”) 380,020 (1,825) 378,195 380,020 (2,456) 377,564 7.500% Notes due 2026 (“2026 Notes”) 330,902 (2,796) 328,106 332,402 (3,460) 328,942 Other long-term debt 39,774 (51) 39,723 41,705 (59) 41,646 3,258,581 (33,619) 3,224,962 3,395,829 (42,988) 3,352,841 Less: Current maturities 304,421 (633) 303,788 2,378 — 2,378 Long-term debt $ 2,954,160 $ (32,986) $ 2,921,174 $ 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 periods indicated: Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 (in thousands) 2023 Notes Notes repurchased $ 97,457 $ 173,817 Cash paid (excluding payments of accrued interest) $ 94,575 $ 166,926 Gain on early extinguishment of debt (1) $ 2,667 $ 6,444 2026 Notes Notes repurchased $ — $ 1,500 Cash paid (excluding payments of accrued interest) $ — $ 1,121 Gain on early extinguishment of debt (2) $ — $ 364 (1) Gain on early extinguishment of debt for the three months and nine months ended December 31, 2022 is inclusive of the write-off of debt issuance costs of $0.2 million and $0.4 million, respectively. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statements of operations. (2) Gain on early extinguishment of debt for the nine months ended December 31, 2022 is inclusive of the write-off of debt issuance costs of less than $0.1 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statements of operations. |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at December 31, 2022: Fiscal Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Other Total (in thousands) 2023 (three months) $ — $ — $ — $ 446 $ 446 2024 — — 301,885 2,816 304,701 2025 — — 380,020 3,068 383,088 2026 2,050,000 156,000 — 3,343 2,209,343 2027 — — 330,902 3,642 334,544 2028 — — — 26,459 26,459 Total $ 2,050,000 $ 156,000 $ 1,012,807 $ 39,774 $ 3,258,581 |
Schedule of future amortization expense of debt issuance costs | The following table summarizes expected amortization of debt issuance costs at December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 2,908 2024 11,319 2025 10,808 2026 8,531 2027 46 2028 7 Total $ 33,619 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Dec. 31, 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 2,367 Liabilities associated with disposed assets (1) (878) Liabilities settled (171) Accretion expense 2,195 Balance at December 31, 2022 $ 33,454 (1) Relates to the sale of six saltwater disposal wells and other long-lived assets within our Water Solutions business. |
Schedule of future minimum payments under pipeline capacity agreements | The following table summarizes future minimum throughput payments under these agreements at December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 9,466 2024 38,495 2025 33,588 Total $ 81,549 |
Schedule of outstanding purchase commitments | At December 31, 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 (three months) $ 74,358 1,086 $ 10,651 11,112 2024 — — 7,367 8,904 2025 — — 2,829 3,486 2026 — — 1,982 2,730 2027 — — 1,808 2,520 Total $ 74,358 1,086 $ 24,637 28,752 Index-Price Commodity Purchase Commitments: 2023 (three months) $ 1,465,229 18,666 $ 368,303 373,268 2024 2,592,153 34,575 224,896 247,447 2025 1,582,749 22,775 6,910 10,500 2026 659,019 10,410 — — Total $ 6,299,150 86,426 $ 600,109 631,215 (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 December 31, 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 (three months) $ 72,426 1,050 $ 153,699 119,489 2024 — — 26,197 26,608 2025 — — 4,035 4,548 2026 — — 2,304 3,056 2027 — — 2,065 2,805 Total $ 72,426 1,050 $ 188,300 156,506 Index-Price Commodity Sale Commitments: 2023 (three months) $ 1,332,521 17,188 $ 390,313 340,449 2024 1,310,390 16,672 31,860 33,009 2025 743,470 10,220 — — 2026 27,493 390 — — Total $ 3,413,874 44,470 $ 422,173 373,458 |
Schedule of future minimum payments under contractual commitments | The following table summarizes future minimum payments under these agreements at December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 2,070 2024 10,004 2025 3,707 2026 1,342 2027 1,328 2028 1,269 Thereafter 4,222 Total $ 23,942 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Service Awards activity | The following table summarizes the Service Award activity during the nine months ended December 31, 2022: Number of Units Weighted-Average Unvested Service Award units at March 31, 2022 2,188,800 $2.15 Units vested and issued (657,600) $2.15 Units forfeited (218,750) $2.15 Unvested Service Award units at December 31, 2022 1,312,450 $2.15 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Dec. 31, 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: December 31, 2022 March 31, 2022 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 59,865 $ (9,175) $ 73,353 $ (47,585) Level 2 measurements 36,415 (14,166) 51,968 (27,372) 96,280 (23,341) 125,321 (74,957) Netting of counterparty contracts (1) (9,713) 9,713 (47,585) 47,585 Net cash collateral (held) provided (37,712) (98) 839 — Commodity derivatives $ 48,855 $ (13,726) $ 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: December 31, 2022 March 31, 2022 (in thousands) Prepaid expenses and other current assets $ 48,855 $ 78,575 Accrued expenses and other payables (13,688) (27,108) Other noncurrent liabilities (38) (264) Net commodity derivative asset $ 35,129 $ 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 December 31, 2022: Crude oil fixed-price (1) January 2023–December 2023 12 $ 53,476 Propane fixed-price (1) January 2023–December 2024 (71) (6,820) Refined products fixed-price (1) January 2023–December 2023 (436) 510 Butane fixed-price (1) January 2023–January 2024 (230) 3,855 Other January 2023–August 2024 21,918 72,939 Net cash collateral held (37,810) Net commodity derivative asset $ 35,129 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 December 31, 2022 (in thousands): Senior Secured Notes: 2026 Senior Secured Notes $ 1,823,830 Senior Unsecured Notes: 2023 Notes $ 292,577 2025 Notes $ 305,916 2026 Notes $ 253,692 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 136,211 $ 102,917 $ 382,483 $ 303,106 Sale of recovered crude oil 30,284 17,865 96,205 48,848 Sale of water 6,127 6,842 15,300 31,694 Other service revenues 7,620 3,029 17,243 13,441 Total Water Solutions revenues 180,242 130,653 511,231 397,089 Crude Oil Logistics: Topic 606 revenues Crude oil sales 507,793 588,729 1,906,963 1,660,225 Crude oil transportation and other 23,676 18,826 67,083 56,088 Non-Topic 606 revenues 1,876 2,153 5,562 6,518 Elimination of intersegment sales (1,732) (2,505) (7,841) (7,174) Total Crude Oil Logistics revenues 531,613 607,203 1,971,767 1,715,657 Liquids Logistics: Topic 606 revenues Refined products sales 609,686 503,348 1,994,123 1,340,725 Propane sales 331,031 396,457 751,609 776,157 Butane sales 241,462 296,481 593,654 582,358 Other product sales 120,454 155,556 436,549 409,452 Service revenues 384 361 7,027 8,849 Non-Topic 606 revenues 124,368 81,817 380,110 185,705 Elimination of intersegment sales — — — (1,324) Total Liquids Logistics revenues 1,427,385 1,434,020 4,163,072 3,301,922 Total revenues $ 2,139,240 $ 2,171,876 $ 6,646,070 $ 5,414,668 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Depreciation and Amortization: Water Solutions $ 52,653 $ 50,877 $ 153,951 $ 164,651 Crude Oil Logistics 11,664 12,166 35,193 37,029 Liquids Logistics 3,485 3,824 10,399 15,627 Corporate and Other 5,816 6,066 17,485 18,050 Total $ 73,618 $ 72,933 $ 217,028 $ 235,357 Operating Income (Loss): Water Solutions $ 59,721 $ 19,851 $ 160,454 $ 60,206 Crude Oil Logistics 35,096 21,291 87,012 37,941 Liquids Logistics 20,513 23,158 48,806 (18,790) Corporate and Other (12,660) (15,190) (37,569) (34,763) Total $ 102,670 $ 49,110 $ 258,703 $ 44,594 |
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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Water Solutions $ 19,292 $ 21,254 $ 100,989 $ 81,807 Crude Oil Logistics 1,516 515 7,793 1,986 Liquids Logistics 880 4,248 4,685 10,308 Corporate and Other 984 341 1,734 1,504 Total $ 22,672 $ 26,358 $ 115,201 $ 95,605 |
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, net (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: December 31, 2022 March 31, 2022 (in thousands) Long-lived assets, net: Water Solutions $ 2,884,147 $ 2,970,911 Crude Oil Logistics 1,017,379 1,050,546 Liquids Logistics (1) 367,460 385,783 Corporate and Other 40,168 49,067 Total $ 4,309,154 $ 4,456,307 (1) Includes $14.2 million and $17.1 million of non-US long-lived assets at December 31, 2022 and March 31, 2022, respectively. December 31, 2022 March 31, 2022 (in thousands) Total assets: Water Solutions $ 3,062,983 $ 3,130,659 Crude Oil Logistics 1,865,022 1,952,048 Liquids Logistics (1) 929,646 888,927 Corporate and Other 56,440 98,711 Total $ 5,914,091 $ 6,070,345 (1) Includes $58.0 million and $40.2 million of non-US total assets at December 31, 2022 and March 31, 2022, respectively. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Purchases from equity method investees $ 372 $ 243 $ 1,251 $ 784 Purchases from entities affiliated with management $ — $ 957 $ — $ 1,045 Accounts receivable from affiliates consist of the following at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) NGL Energy Holdings LLC $ 9,630 $ 8,483 Equity method investees 627 107 Entities affiliated with management — 1 Total $ 10,257 $ 8,591 Accounts payable to affiliates consist of the following at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) Equity method investees $ 64 $ 27 Entities affiliated with management 1 46 Total $ 65 $ 73 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 37,188 2024 90,551 2025 81,206 2026 23,041 2027 8,130 2028 1,269 Thereafter 804 Total $ 242,189 |
Schedule of contract assets and liabilities | The following tables summarize the balances of our contract assets and liabilities at the dates indicated: December 31, 2022 March 31, 2022 (in thousands) Accounts receivable from contracts with customers $ 530,676 $ 605,384 Contract liabilities balance at March 31, 2022 $ 7,667 Payment received and deferred 47,424 Payment recognized in revenue (34,295) Contract liabilities balance at December 31, 2022 $ 20,796 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of components of lease cost | The following table summarizes the components of our lease cost for the periods indicated: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) Operating lease cost (1) $ 12,436 $ 14,180 $ 39,596 $ 44,474 Variable lease cost (1) 7,397 5,725 21,987 15,978 Short-term lease cost (1) 94 60 242 219 Finance lease cost Amortization of right-of-use asset (2) 1 — 2 — Interest on lease obligation (3) 4 — 6 — Total lease cost $ 19,932 $ 19,965 $ 61,833 $ 60,671 (1) Included in operating expenses in our unaudited condensed consolidated statements of operations. (2) Included in depreciation and amortization expense in our unaudited condensed consolidated statements of operations. (3) Included in interest expense in our unaudited condensed consolidated statements of operations. |
Schedule of maturities of lease obligations | The following table summarizes maturities of our lease obligations at December 31, 2022 (in thousands): Operating Finance Fiscal Year Ending March 31, Leases Lease (1) 2023 (three months) $ 10,987 $ 7 2024 35,071 28 2025 22,041 28 2026 9,895 28 2027 4,593 28 2028 4,016 10 Thereafter 26,763 — Total lease payments 113,366 129 Less imputed interest (26,965) — Total lease obligations $ 86,401 $ 129 (1) At December 31, 2022, the short-term finance lease obligation of less than $0.1 million is included in accrued expenses and other payables and the long-term finance lease obligation of $0.1 million is included in other noncurrent liabilities. |
Schedule of supplemental cash flow information for leases | The following table summarizes supplemental cash flow information related to our leases for the periods indicated: Nine Months Ended December 31, 2022 2021 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 39,207 $ 43,919 Operating cash outflows from finance lease $ 6 $ — Financing cash outflows from finance lease $ 6 $ — Right-of-use assets obtained in exchange for lease obligations Operating leases $ 17,452 $ 11,738 Finance lease $ 102 $ — |
Schedule of future minimum lease payments to be received under contractual commitments | The following table summarizes future minimum lease payments to be received under various noncancelable operating lease agreements at December 31, 2022 (in thousands): Fiscal Year Ending March 31, 2023 (three months) $ 3,143 2024 15,534 2025 4,698 2026 4,017 2027 4,017 2028 4,016 Total $ 35,425 |
Allowance for Current Expecte_3
Allowance for Current Expected Credit Loss (Tables) | 9 Months Ended |
Dec. 31, 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 (27) (458) Write-offs charged against the provision (144) — Balance at December 31, 2022 $ 2,455 $ — |
Organization and Operations (De
Organization and Operations (Details) | 9 Months Ended |
Dec. 31, 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 ($) | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | |||
Deferred tax liability | $ 42,000,000 | $ 43,500,000 | |
Deferred tax benefit | $ 1,600,000 | $ 2,000,000 | |
Effective tax rate | 25.10% | 22.90% | |
Uncertain tax positions | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Inventory | ||
Propane | $ 97,706 | $ 43,971 |
Crude oil | 69,905 | 135,485 |
Total | 238,073 | 251,277 |
Butane Inventory | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | 39,294 | 33,144 |
Biodiesel Inventory | ||
Inventory | ||
Renewable Energy Related Inventory | 16,598 | 20,474 |
Diesel Inventory | ||
Inventory | ||
Energy Related Inventory, Crude Oil, Products and Merchandise | 5,192 | 3,504 |
Ethanol Inventory | ||
Inventory | ||
Renewable Energy Related Inventory | 798 | 3,503 |
Other natural gas liquids | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | $ 8,580 | $ 11,196 |
Significant Accounting Polici_6
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Investments in Unconsolidated Entities | ||
Carrying value | $ 22,769 | $ 21,897 |
Water Services and Land Company No. 1 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 15,963 | 15,714 |
Water Services and Land Company No. 2 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 10% | |
Carrying value | $ 3,615 | 2,863 |
Water Services and Land Company No. 3 | Water solutions | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 2,281 | 2,210 |
Aircraft Company | Corporate and other | Operating segment | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 362 | 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 | $ 139 | $ 163 |
Significant Accounting Polici_7
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) bbl | Mar. 31, 2022 USD ($) bbl | |
Other Assets, Noncurrent [Abstract] | |||
Linefill | $ 53,772 | $ 28,065 | |
Loan receivable | 0 | 3,147 | |
Other | 4,562 | 5,691 | |
Total | 64,030 | 45,802 | |
Other Noncurrent Assets | |||
Minimum shipping fees - pipeline commitments | 10,000 | ||
Proceeds from collection of loan receivable | $ 1,000 | ||
Former related party | |||
Other Noncurrent Assets | |||
Proceeds from collection of loan receivable | 3,100 | ||
Loss on write-off of loan receivable | 200 | ||
Other noncurrent assets | |||
Other Noncurrent Assets | |||
Minimum shipping fees - pipeline commitments | 5,696 | $ 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 | 717,686 | 423,978 |
Significant Accounting Polici_8
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Accounting Policies [Abstract] | ||
Accrued interest | $ 91,873 | $ 56,104 |
Accrued compensation and benefits | 20,543 | 18,417 |
Excise and other tax liabilities | 13,753 | 10,451 |
Derivative liabilities | 13,688 | 27,108 |
Product exchange liabilities | 10,765 | 853 |
Other | 23,778 | 27,786 |
Total | $ 174,400 | $ 140,719 |
Income (Loss) Per Common Unit_2
Income (Loss) Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income (Loss) Per Common Unit | ||||
Net income (loss) | $ 58,982 | $ (18,982) | $ 85,695 | $ (154,691) |
Less: Net (income) loss attributable to noncontrolling interests | (448) | 63 | (790) | (705) |
NET INCOME (LOSS) ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 58,534 | (18,919) | 84,905 | (155,396) |
Less: Distributions to preferred unitholders (1) | (32,501) | (26,361) | (90,482) | (77,198) |
Less: Net (income) loss allocated to GP (2) | (26) | 47 | 6 | 233 |
Net Income (Loss) Available to Common Stockholders, Basic, Total | 26,007 | (45,233) | (5,571) | (232,361) |
Plus: Distributions to preferred unitholders (3) | 116 | 0 | 0 | 0 |
NET INCOME (LOSS) ALLOCATED TO COMMON UNITHOLDERS - DILUTED (NOTE 3) | $ 26,123 | $ (45,233) | $ (5,571) | $ (232,361) |
Class D Preferred Units | ||||
Income (Loss) Per Common Unit | ||||
Preferred units, redemption terms | Per the amended and restated limited partnership agreement (the “Partnership Agreement”), the Partnership can redeem up to 50% of the outstanding Class D Preferred Units, but is limited in the number of common units that can be used (the lower of 15% of the outstanding common units or 10 times the 30-day average daily trading volume) for the redemption | |||
Limited Partner | ||||
Income (Loss) Per Common Unit | ||||
BASIC INCOME (LOSS) PER COMMON UNIT | $ 0.20 | $ (0.35) | $ (0.04) | $ (1.79) |
DILUTED INCOME (LOSS) PER COMMON UNIT | $ 0.19 | $ (0.35) | $ (0.04) | $ (1.79) |
Basic weighted average common units outstanding (in units) | 131,015,658 | 129,810,245 | 130,802,920 | 129,666,303 |
Partial redemption of Class D Preferred Units (1) | 3,469,667 | 0 | 0 | 0 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 134,485,325 | 129,810,245 | 130,802,920 | 129,666,303 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Property, Plant and Equipment | |||||
Gross property, plant and equipment | $ 3,401,273 | $ 3,401,273 | $ 3,349,396 | ||
Accumulated depreciation | (1,000,765) | (1,000,765) | (887,006) | ||
Net property, plant and equipment | 2,400,508 | 2,400,508 | 2,462,390 | ||
Finance lease, right-of-use asset | 100 | 100 | |||
Depreciation expense | 50,005 | $ 48,404 | 145,862 | $ 156,855 | |
Capitalized interest expense | 250 | $ 149 | 740 | $ 805 | |
Gain (loss) on sales and write-downs of certain assets | 8,614 | 17,065 | |||
Water solutions | |||||
Property, Plant and Equipment | |||||
Gain (loss) on sales and write-downs of certain assets | 9,467 | 20,137 | |||
Crude oil logistics | |||||
Property, Plant and Equipment | |||||
Gain (loss) on sales and write-downs of certain assets | (213) | (1,909) | |||
Liquids logistics | |||||
Property, Plant and Equipment | |||||
Gain (loss) on sales and write-downs of certain assets | 54 | 51 | |||
Corporate and Other | |||||
Property, Plant and Equipment | |||||
Gain (loss) on sales and write-downs of certain assets | (694) | (1,214) | |||
Natural gas liquids terminal and storage assets | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | 176,894 | $ 176,894 | 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 | 265,642 | $ 265,642 | 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 | 92,851 | $ 92,851 | 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 | 2,111,554 | $ 2,111,554 | 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 | 237,310 | $ 237,310 | 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 | 146,023 | $ 146,023 | 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 | 38,111 | $ 38,111 | 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 | 149,342 | $ 149,342 | 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 | 92,840 | $ 92,840 | 100,038 | ||
Tank bottoms and line fill | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | 39,794 | 39,794 | 30,443 | ||
Other | |||||
Property, Plant and Equipment | |||||
Gross property, plant and equipment | 12,138 | $ 12,138 | 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 | $ 38,774 | $ 38,774 | $ 55,690 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Amortizable | ||
Finite-lived intangible assets, gross | $ 1,641,451 | $ 1,642,384 |
Accumulated amortization | (563,075) | (507,285) |
Total | 1,078,376 | 1,135,099 |
Gross carrying amount of intangible assets | 1,641,706 | 1,642,639 |
Intangible assets, net of accumulated amortization | 1,078,631 | 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 | |
Finite-lived intangible assets, gross | $ 1,200,919 | 1,200,919 |
Accumulated amortization | (480,437) | (436,837) |
Total | $ 720,482 | 764,082 |
Customer contracts | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 21 years 6 months | |
Finite-lived intangible assets, gross | $ 192,000 | 192,000 |
Accumulated amortization | (26,880) | (21,120) |
Total | $ 165,120 | 170,880 |
Service Agreements | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 20 years 10 months 24 days | |
Finite-lived intangible assets, gross | $ 7,799 | 7,799 |
Accumulated amortization | (2,362) | (2,167) |
Total | $ 5,437 | 5,632 |
Contract-Based Intangible Assets | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 31 years | |
Finite-lived intangible assets, gross | $ 94,854 | 91,664 |
Accumulated amortization | (14,396) | (12,201) |
Total | $ 80,458 | 79,463 |
Use Rights | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 16 years 7 months 6 days | |
Finite-lived intangible assets, gross | $ 99,869 | 99,869 |
Accumulated amortization | (24,940) | (20,404) |
Total | $ 74,929 | 79,465 |
Executory contracts and other agreements | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 23 years 3 months 18 days | |
Finite-lived intangible assets, gross | $ 21,431 | 20,931 |
Accumulated amortization | (4,414) | (3,014) |
Total | $ 17,017 | 17,917 |
Non-compete agreements | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 3 months 18 days | |
Finite-lived intangible assets, gross | $ 1,100 | 7,000 |
Accumulated amortization | (1,027) | (6,487) |
Total | $ 73 | 513 |
Debt issuance costs | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 3 years 2 months 12 days | |
Finite-lived intangible assets, gross | $ 23,479 | 22,202 |
Accumulated amortization | (8,619) | (5,055) |
Total | $ 14,860 | $ 17,147 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Amortization related to intangible assets | |||||
Amortization expense | $ 20,655 | $ 21,490 | $ 62,197 | $ 69,346 | |
Future amortization expense of intangible assets | |||||
2023 (three months) | 20,647 | 20,647 | |||
2024 | 76,228 | 76,228 | |||
2025 | 68,007 | 68,007 | |||
2026 | 65,091 | 65,091 | |||
2027 | 60,388 | 60,388 | |||
2028 | 57,535 | 57,535 | |||
Thereafter | 730,480 | 730,480 | |||
Total | 1,078,376 | 1,078,376 | $ 1,135,099 | ||
Depreciation and amortization | |||||
Amortization related to intangible assets | |||||
Amortization expense | 19,322 | 20,076 | 58,243 | 65,290 | |
Cost of sales | |||||
Amortization related to intangible assets | |||||
Amortization expense | 68 | 69 | 205 | 213 | |
Interest expense | |||||
Amortization related to intangible assets | |||||
Amortization expense | 1,203 | 1,283 | 3,564 | 3,658 | |
Operating expenses | |||||
Amortization related to intangible assets | |||||
Amortization expense | $ 62 | $ 62 | $ 185 | $ 185 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 04, 2021 |
Long-Term Debt | |||
Face amount | $ 3,258,581 | $ 3,395,829 | |
Long-term debt, current maturities before debt issuance costs | 304,421 | 2,378 | |
Face amount, long-term | 2,954,160 | 3,393,451 | |
LONG-TERM DEBT, debt issuance costs | (33,619) | (42,988) | |
Debt issuance costs, current, net | (633) | 0 | |
Debt issuance costs, noncurrent, net | (32,986) | (42,988) | |
Book value | 3,224,962 | 3,352,841 | |
Current maturities of long-term debt | 303,788 | 2,378 | |
LONG-TERM DEBT, net of debt issuance costs of $32,986 and $42,988, respectively, and current maturities | $ 2,921,174 | 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 | (28,314) | (35,140) | |
Book value | 2,021,686 | 2,014,860 | |
Revolving Credit Facility | |||
Long-Term Debt | |||
Face amount | 156,000 | 116,000 | |
LONG-TERM DEBT, debt issuance costs | 0 | 0 | |
Book value | $ 156,000 | 116,000 | |
7.5% Senior Notes due 2023 | |||
Long-Term Debt | |||
Fixed interest rate | 7.50% | ||
Face amount | $ 301,885 | 475,702 | |
LONG-TERM DEBT, debt issuance costs | (633) | (1,873) | |
Book value | $ 301,252 | 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 | (1,825) | (2,456) | |
Book value | $ 378,195 | 377,564 | |
7.5% Senior Notes due 2026 | |||
Long-Term Debt | |||
Fixed interest rate | 7.50% | ||
Face amount | $ 330,902 | 332,402 | |
LONG-TERM DEBT, debt issuance costs | (2,796) | (3,460) | |
Book value | 328,106 | 328,942 | |
Other long-term debt | |||
Long-Term Debt | |||
Face amount | 39,774 | 41,705 | |
LONG-TERM DEBT, debt issuance costs | (51) | (59) | |
Book value | $ 39,723 | $ 41,646 |
Long-Term Debt - 2026 Senior Se
Long-Term Debt - 2026 Senior Secured Notes (Details) | Feb. 04, 2021 | Dec. 31, 2022 |
Long-Term Debt | ||
Debt instrument, total leverage ratio | 4.75 | |
7.5% Senior Secured Notes due 2026 | ||
Long-Term Debt | ||
Fixed interest rate | 7.50% | 7.50% |
Long-Term Debt - Asset-Based Cr
Long-Term Debt - Asset-Based Credit Facility (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Feb. 04, 2021 | Dec. 31, 2022 | Apr. 13, 2022 | Mar. 31, 2022 | |
Long-Term Debt | ||||
Face amount | $ 3,258,581 | $ 3,395,829 | ||
Revolving Credit Facility | ||||
Long-Term Debt | ||||
Interest rate | 7.37% | |||
Revolving Credit Facility | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 500,000 | |||
Line of credit, temporary maximum borrowing capacity | $ 600,000 | |||
Face amount | $ 156,000 | $ 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. | |||
Revolving Credit Facility | Prime rate | ||||
Long-Term Debt | ||||
Reference rate | 7.50% | |||
Interest rate margin added to variable rate base | 1.75% | |||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Long-Term Debt | ||||
Reference rate | 4.33% | |||
Interest rate margin added to variable rate base | 2.75% | |||
Revolving Credit Facility | Letter of Credit | ||||
Long-Term Debt | ||||
Maximum borrowing capacity | $ 250,000 | |||
Outstanding letters of credit | $ 168,400 | |||
Fixed interest rate | 2.75% |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 08, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Long-Term Debt | ||||||
Cash paid (excluding payments of accrued interest) | $ 168,047 | $ 60,149 | ||||
Gain on early extinguishment of liabilities, net | $ 2,667 | $ 9 | 6,808 | $ 1,131 | ||
Face amount | 3,258,581 | 3,258,581 | $ 3,395,829 | |||
7.5% Senior Notes due 2023 | ||||||
Long-Term Debt | ||||||
Notes repurchased | 97,457 | 173,817 | ||||
Cash paid (excluding payments of accrued interest) | 94,575 | 166,926 | ||||
Gain on early extinguishment of liabilities, net | 2,667 | 6,444 | ||||
Write off of debt issuance costs | 200 | 400 | ||||
Face amount | 301,885 | 301,885 | 475,702 | |||
7.5% Senior Notes due 2023 | Subsequent Event | ||||||
Long-Term Debt | ||||||
Notes repurchased | $ 98,500 | |||||
Face amount | $ 203,400 | |||||
7.5% Senior Notes due 2026 | ||||||
Long-Term Debt | ||||||
Notes repurchased | 0 | 1,500 | ||||
Cash paid (excluding payments of accrued interest) | 0 | 1,121 | ||||
Gain on early extinguishment of liabilities, net | 0 | 364 | ||||
Write off of debt issuance costs | 100 | |||||
Face amount | $ 330,902 | $ 330,902 | $ 332,402 | |||
Senior Unsecured Notes | ||||||
Long-Term Debt | ||||||
Debt Instrument, redemption description | We currently have the right to redeem all of the outstanding 2023 Notes at 100% of the principal amount plus accrued and unpaid interest. As of March 1, 2023, we will have the right to redeem all or a portion of the outstanding 2025 Notes at 100% of the principal amount plus accrued and unpaid interest. As of April 15, 2024, we will have the right to redeem all or a portion of the outstanding 2026 Notes at 100% of the principal amount plus accrued and unpaid interest. |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Oct. 29, 2020 |
Long-Term Debt | |||
Face amount | $ 3,258,581 | $ 3,395,829 | |
Equipment loan secured by certain barges and towboats | |||
Long-Term Debt | |||
Face amount | $ 39,800 | $ 45,000 | |
Fixed interest rate | 8.60% |
Long-Term Debt - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Maturities | |
2023 (three months) | $ 446 |
2024 | 304,701 |
2025 | 383,088 |
2026 | 2,209,343 |
2027 | 334,544 |
2028 | 26,459 |
Total | 3,258,581 |
7.5% Senior Secured Notes due 2026 | |
Maturities | |
2023 (three months) | 0 |
2024 | 0 |
2025 | 0 |
2026 | 2,050,000 |
2027 | 0 |
2028 | 0 |
Total | 2,050,000 |
Revolving Credit Facility | |
Maturities | |
2023 (three months) | 0 |
2024 | 0 |
2025 | 0 |
2026 | 156,000 |
2027 | 0 |
2028 | 0 |
Total | 156,000 |
Senior Unsecured Notes | |
Maturities | |
2023 (three months) | 0 |
2024 | 301,885 |
2025 | 380,020 |
2026 | 0 |
2027 | 330,902 |
2028 | 0 |
Total | 1,012,807 |
Other long-term debt | |
Maturities | |
2023 (three months) | 446 |
2024 | 2,816 |
2025 | 3,068 |
2026 | 3,343 |
2027 | 3,642 |
2028 | 26,459 |
Total | $ 39,774 |
Long-Term Debt - Amortization o
Long-Term Debt - Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||||
Amortization of debt issuance costs | $ 3,000 | $ 3,000 | $ 9,000 | $ 9,200 |
Expected Future Amortization of Debt Issuance Costs | ||||
2023 (three months) | 2,908 | 2,908 | ||
2024 | 11,319 | 11,319 | ||
2025 | 10,808 | 10,808 | ||
2026 | 8,531 | 8,531 | ||
2027 | 46 | 46 | ||
2028 | 7 | 7 | ||
Total | $ 33,619 | $ 33,619 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Contingencies (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Loss Contingencies | |
Loss contingency accrual | $ 2.5 |
Loss contingency, estimate of possible loss | 8.4 |
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 | Dec. 31, 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 | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at beginning of period | $ 29,941 |
Liabilities incurred | 2,367 |
Liabilities associated with disposed assets (1) | (878) |
Liabilities settled | (171) |
Accretion expense | 2,195 |
Balance at end of period | $ 33,454 |
Number of saltwater disposal wells sold | 6 |
Commitments and Contingencies_4
Commitments and Contingencies - Pipeline Capacity Agreements (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 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 (three months) | $ 9,466 |
2024 | 38,495 |
2025 | 33,588 |
Total | $ 81,549 |
Commitments and Contingencies_5
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) bbl gal |
Crude oil | Fixed Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 74,358 |
Purchase obligation, year one | 0 |
Purchase obligation, year two | 0 |
Purchase obligation, year three | 0 |
Purchase obligation, year four | 0 |
Purchase obligation | $ 74,358 |
Purchase obligation, volume, remainder of the fiscal year | bbl | 1,086 |
Purchase obligation, volume, year one | bbl | 0 |
Purchase obligation, volume, year two | bbl | 0 |
Purchase obligation, volume, year three | bbl | 0 |
Purchase obligation, volume, year four | bbl | 0 |
Purchase obligation, volume | bbl | 1,086 |
Crude oil | Index Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 1,465,229 |
Purchase obligation, year one | 2,592,153 |
Purchase obligation, year two | 1,582,749 |
Purchase obligation, year three | 659,019 |
Purchase obligation | $ 6,299,150 |
Purchase obligation, volume, remainder of the fiscal year | bbl | 18,666 |
Purchase obligation, volume, year one | bbl | 34,575 |
Purchase obligation, volume, year two | bbl | 22,775 |
Purchase obligation, volume, year three | bbl | 10,410 |
Purchase obligation, volume | bbl | 86,426 |
Natural Gas Liquids | Fixed Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 10,651 |
Purchase obligation, year one | 7,367 |
Purchase obligation, year two | 2,829 |
Purchase obligation, year three | 1,982 |
Purchase obligation, year four | 1,808 |
Purchase obligation | $ 24,637 |
Purchase obligation, volume, remainder of the fiscal year | gal | 11,112 |
Purchase obligation, volume, year one | gal | 8,904 |
Purchase obligation, volume, year two | gal | 3,486 |
Purchase obligation, volume, year three | gal | 2,730 |
Purchase obligation, volume, year four | gal | 2,520 |
Purchase obligation, volume | gal | 28,752 |
Natural Gas Liquids | Index Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 368,303 |
Purchase obligation, year one | 224,896 |
Purchase obligation, year two | 6,910 |
Purchase obligation, year three | 0 |
Purchase obligation | $ 600,109 |
Purchase obligation, volume, remainder of the fiscal year | gal | 373,268 |
Purchase obligation, volume, year one | gal | 247,447 |
Purchase obligation, volume, year two | gal | 10,500 |
Purchase obligation, volume, year three | gal | 0 |
Purchase obligation, volume | gal | 631,215 |
Commitments and Contingencies_6
Commitments and Contingencies - Sale Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) gal bbl | Mar. 31, 2022 USD ($) |
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 35,129 | $ 51,203 |
Crude oil | Fixed Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | 72,426 | |
Sales commitments, year one | 0 | |
Sales commitments, year two | 0 | |
Sales commitments, year three | 0 | |
Sales commitments, year four | 0 | |
Sales commitments | $ 72,426 | |
Sales commitments, volume, remainder of fiscal year | bbl | 1,050 | |
Sales commitments, volume, year one | bbl | 0 | |
Sales commitments, volume, year two | bbl | 0 | |
Sales commitments, volume, year three | bbl | 0 | |
Sales commitments, volume, year four | bbl | 0 | |
Sales commitments, volume | bbl | 1,050 | |
Crude oil | Index Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 1,332,521 | |
Sales commitments, year one | 1,310,390 | |
Sales commitments, year two | 743,470 | |
Sales commitments, year three | 27,493 | |
Sales commitments | $ 3,413,874 | |
Sales commitments, volume, remainder of fiscal year | bbl | 17,188 | |
Sales commitments, volume, year one | bbl | 16,672 | |
Sales commitments, volume, year two | bbl | 10,220 | |
Sales commitments, volume, year three | bbl | 390 | |
Sales commitments, volume | bbl | 44,470 | |
Natural Gas Liquids | Fixed Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 153,699 | |
Sales commitments, year one | 26,197 | |
Sales commitments, year two | 4,035 | |
Sales commitments, year three | 2,304 | |
Sales commitments, year four | 2,065 | |
Sales commitments | $ 188,300 | |
Sales commitments, volume, remainder of fiscal year | gal | 119,489 | |
Sales commitments, volume, year one | gal | 26,608 | |
Sales commitments, volume, year two | gal | 4,548 | |
Sales commitments, volume, year three | gal | 3,056 | |
Sales commitments, volume, year four | gal | 2,805 | |
Sales commitments, volume | gal | 156,506 | |
Natural Gas Liquids | Index Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 390,313 | |
Sales commitments, year one | 31,860 | |
Sales commitments, year two | 0 | |
Sales commitments, year three | 0 | |
Sales commitments | $ 422,173 | |
Sales commitments, volume, remainder of fiscal year | gal | 340,449 | |
Sales commitments, volume, year one | gal | 33,009 | |
Sales commitments, volume, year two | gal | 0 | |
Sales commitments, volume, year three | gal | 0 | |
Sales commitments, volume | gal | 373,458 | |
Prepaid expenses and other current assets | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 35,000 | |
Accrued expenses and other payables | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 13,600 |
Commitments and Contingencies_7
Commitments and Contingencies - Other Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Future minimum payments | ||||
2023 (three months) | $ 2,070 | $ 2,070 | ||
2024 | 10,004 | 10,004 | ||
2025 | 3,707 | 3,707 | ||
2026 | 1,342 | 1,342 | ||
2027 | 1,328 | 1,328 | ||
2028 | 1,269 | 1,269 | ||
Thereafter | 4,222 | 4,222 | ||
Total | 23,942 | 23,942 | ||
Hillstone Subsidy Payment | ||||
Future minimum payments | ||||
Subsidy payment | $ 500 | $ 600 | $ 1,300 | $ 1,700 |
Equity - Partnership Equity and
Equity - Partnership Equity and General Partner Contributions (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Equity | |
General partners' capital account, notional units issued (in units) | shares | 626 |
NGL Energy Holdings LLC | NGL Energy Partners LP | |
Equity | |
General partner interest | 0.10% |
NGL Limited Partners | NGL Energy Partners LP | |
Equity | |
Limited partner interest | 99.90% |
NGL Energy Holdings LLC | |
Equity | |
Notional units issued | $ | $ 0.1 |
Common units | NGL Energy Partners LP | |
Equity | |
Ownership interest in NGL Energy Holdings LLC | 8.69% |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Series B Preferred Stock | |||
Preferred Units | |||
Preferred units, dividend payment terms | On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (3.75% for the quarter ended December 31, 2022) plus a spread of 7.21%. | ||
Series B Preferred Stock | |||
Preferred Units | |||
Preferred units, issued and outstanding (in units) | shares | 12,585,642 | 12,585,642 | 12,585,642 |
Preferred stock, per share amounts of preferred dividends in arrears | $ / shares | $ 0.6855 | $ 4.6541 | |
Preferred stock, amount of preferred dividends in arrears | $ | $ 63.1 |
Equity - Class C Preferred Unit
Equity - Class C Preferred Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Series C Preferred Stock | |||
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). | ||
Series C Preferred Stock | |||
Preferred Units | |||
Preferred units, issued and outstanding (in units) | shares | 1,800,000 | 1,800,000 | 1,800,000 |
Preferred stock, per share amounts of preferred dividends in arrears | $ / shares | $ 0.6016 | $ 4.8125 | |
Preferred stock, amount of preferred dividends in arrears | $ | $ 9.4 |
Equity - Class D Preferred Unit
Equity - Class D Preferred Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Series D Preferred Stock | |||
Preferred Units | |||
Temporary equity, issued and outstanding (in units) | 600,000 | 600,000 | 600,000 |
Preferred units, dividend payment terms | The current distribution rate for the Class D Preferred Units increased on July 1, 2022 from 9.00% to 10.00% per year per unit (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 1.50% 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 Partnership Agreement | ||
Preferred stock, per share amounts of preferred dividends in arrears | $ / shares | $ 29.92 | $ 222.42 | |
Preferred stock, amount of preferred dividends in arrears | $ | $ 145.9 | ||
NGL Limited Partners | |||
Preferred Units | |||
Warrants outstanding (in units) | 25,500,000 | 25,500,000 | 25,500,000 |
Equity - Equity-Based Incentive
Equity - Equity-Based Incentive Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Service Award Activity | |||||
Common units canceled during period | 31,828 | ||||
Value of common units canceled during period | $ 100,000 | ||||
Restricted units | |||||
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 | $ 2.15 | ||
Vested Service Award units weighted-average grant date fair value per unit | 2.15 | ||||
Forfeited Service Award units weighted-average grant date fair value per unit | $ 2.15 | ||||
Number of units available for grant | 0 | 0 | |||
Expense recorded | $ 900,000 | $ 700,000 | $ 1,900,000 | $ 2,800,000 | |
Service Award Activity | |||||
Unvested restricted units at the beginning of the period (in units) | 2,188,800 | ||||
Units vested and issued (in units) | (657,600) | ||||
Units forfeited (in units) | (218,750) | ||||
Unvested restricted units at the end of the period (in units) | 1,312,450 | 1,312,450 | |||
Restricted units | Expense to be recognized in fiscal year 2023 | |||||
Equity-Based Incentive Compensation | |||||
Estimated future expense for Service Awards | $ 900,000 | $ 900,000 | |||
Restricted units | Expense to be recognized in fiscal year 2024 | |||||
Equity-Based Incentive Compensation | |||||
Estimated future expense for Service Awards | $ 1,200,000 | $ 1,200,000 | |||
Vesting in fiscal year 2023 | Restricted units | |||||
Equity-Based Incentive Compensation | |||||
Unvested Service Awards | 656,225 | ||||
Vesting in fiscal year 2024 | Restricted units | |||||
Equity-Based Incentive Compensation | |||||
Unvested Service Awards | 656,225 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 35,129 | $ 51,203 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 35,000 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 96,280 | 125,321 |
Netting of counterparty contracts, assets | (9,713) | (47,585) |
Net cash collateral (held) provided | (37,712) | 839 |
Commodity derivatives | 48,855 | 78,575 |
Liabilities: | ||
Derivative liabilities | (23,341) | (74,957) |
Netting of counterparty contracts, liabilities | 9,713 | 47,585 |
Net cash collateral (held) provided | (98) | 0 |
Commodity derivatives | (13,726) | (27,372) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 35,129 | 51,203 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 48,855 | 78,575 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (13,688) | (27,108) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (38) | (264) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 59,865 | 73,353 |
Liabilities: | ||
Derivative liabilities | (9,175) | (47,585) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 36,415 | 51,968 |
Liabilities: | ||
Derivative liabilities | $ (14,166) | $ (27,372) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) bbl | Mar. 31, 2022 USD ($) bbl |
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 72,939 | $ 50,364 |
Net cash collateral held | (37,810) | 839 |
Net commodity derivative asset | 35,129 | 51,203 |
Fixed-price contract | Crude oil | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | 53,476 | 35,662 |
Fixed-price contract | Propane | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | (6,820) | 3,785 |
Fixed-price contract | Refined products | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | 510 | (6,063) |
Fixed-price contract | Butane | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 3,855 | $ (1,711) |
Fixed-price contract | Long | Crude oil | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | 12 | |
Fixed-price contract | Long | Propane | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | 184 | |
Fixed-price contract | Long | Refined products | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | 685 | |
Fixed-price contract | Short | Crude oil | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (1,330) | |
Fixed-price contract | Short | Propane | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (71) | |
Fixed-price contract | Short | Refined products | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (436) | |
Fixed-price contract | Short | Butane | ||
Fair value of financial instruments | ||
Net Long (Short) Notional Units (in barrels) | bbl | (230) | (268) |
Other | ||
Fair value of financial instruments | ||
Fair Value of Net Assets (Liabilities) | $ 21,918 | $ 18,691 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Losses from Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Net adjustments to fair value of commodity derivatives | $ (800) | $ (2,200) | $ (13,879) | $ (42,875) |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Interest Rate Risk | ||
Face amount | $ 3,258,581 | $ 3,395,829 |
Class C Perpetual Preferred Units | ||
Interest Rate Risk | ||
Preferred units, dividend payment terms | For our Class C Preferred Units, distributions on and after April 15, 2024 will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.384%. | |
Class D Preferred Units | ||
Interest Rate Risk | ||
Preferred units, dividend payment terms | On or after July 1, 2024, the holders of our Class D Preferred Units can elect, from time to time, for the distributions to be calculated based on a floating rate equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in the Partnership Agreement) plus a spread of 7.00% (“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. | |
Series B Preferred Stock | ||
Interest Rate Risk | ||
Preferred units, dividend payment terms | On July 1, 2022, the Class B Preferred Units distribution rate changed from a fixed rate of 9.00% to a floating rate of the three-month LIBOR interest rate (3.75% for the quarter ended December 31, 2022) plus a spread of 7.21%. | |
Revolving Credit Facility | ||
Interest Rate Risk | ||
Interest rate | 7.37% | |
Revolving Credit Facility | ||
Interest Rate Risk | ||
Face amount | $ 156,000 | $ 116,000 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
7.5% Senior Secured Notes due 2026 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | $ 1,823,830 |
7.5% Senior Notes due 2023 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | 292,577 |
6.125% Senior Notes due 2025 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | 305,916 |
7.5% Senior Notes due 2026 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | $ 253,692 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2022 USD ($) | |
Segment information | |||||
Number of segments | 3 | ||||
Total Revenues | $ 2,139,240 | $ 2,171,876 | $ 6,646,070 | $ 5,414,668 | |
Depreciation and amortization, including amortization of debt issuance costs | 73,618 | 72,933 | 217,028 | 235,357 | |
Operating Income | 102,670 | 49,110 | 258,703 | 44,594 | |
Additions to property, plant and equipment and intangible assets | 22,672 | 26,358 | 115,201 | 95,605 | |
Long-lived assets, net | 4,309,154 | 4,309,154 | $ 4,456,307 | ||
Total assets | 5,914,091 | 5,914,091 | 6,070,345 | ||
Operating segment | Water solutions | |||||
Segment information | |||||
Total Revenues | 180,242 | 130,653 | 511,231 | 397,089 | |
Depreciation and amortization, including amortization of debt issuance costs | 52,653 | 50,877 | 153,951 | 164,651 | |
Operating Income | 59,721 | 19,851 | 160,454 | 60,206 | |
Additions to property, plant and equipment and intangible assets | 19,292 | 21,254 | 100,989 | 81,807 | |
Long-lived assets, net | 2,884,147 | 2,884,147 | 2,970,911 | ||
Total assets | 3,062,983 | 3,062,983 | 3,130,659 | ||
Operating segment | Water solutions | Disposal service fees | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 136,211 | 102,917 | 382,483 | 303,106 | |
Operating segment | Water solutions | Crude oil sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 30,284 | 17,865 | 96,205 | 48,848 | |
Operating segment | Water solutions | Sale of water | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 6,127 | 6,842 | 15,300 | 31,694 | |
Operating segment | Water solutions | Other revenues | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 7,620 | 3,029 | 17,243 | 13,441 | |
Operating segment | Crude oil logistics | |||||
Segment information | |||||
Non-Topic 606 revenues | 1,876 | 2,153 | 5,562 | 6,518 | |
Total Revenues | 531,613 | 607,203 | 1,971,767 | 1,715,657 | |
Depreciation and amortization, including amortization of debt issuance costs | 11,664 | 12,166 | 35,193 | 37,029 | |
Operating Income | 35,096 | 21,291 | 87,012 | 37,941 | |
Additions to property, plant and equipment and intangible assets | 1,516 | 515 | 7,793 | 1,986 | |
Long-lived assets, net | 1,017,379 | 1,017,379 | 1,050,546 | ||
Total assets | 1,865,022 | 1,865,022 | 1,952,048 | ||
Operating segment | Crude oil logistics | Crude oil sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 507,793 | 588,729 | 1,906,963 | 1,660,225 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 23,676 | 18,826 | 67,083 | 56,088 | |
Operating segment | Liquids logistics | |||||
Segment information | |||||
Non-Topic 606 revenues | 124,368 | 81,817 | 380,110 | 185,705 | |
Total Revenues | 1,427,385 | 1,434,020 | 4,163,072 | 3,301,922 | |
Depreciation and amortization, including amortization of debt issuance costs | 3,485 | 3,824 | 10,399 | 15,627 | |
Operating Income | 20,513 | 23,158 | 48,806 | (18,790) | |
Additions to property, plant and equipment and intangible assets | 880 | 4,248 | 4,685 | 10,308 | |
Long-lived assets, net | 367,460 | 367,460 | 385,783 | ||
Total assets | 929,646 | 929,646 | 888,927 | ||
Operating segment | Liquids logistics | Other revenues | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 384 | 361 | 7,027 | 8,849 | |
Operating segment | Liquids logistics | Refined products sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 609,686 | 503,348 | 1,994,123 | 1,340,725 | |
Operating segment | Liquids logistics | Propane sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 331,031 | 396,457 | 751,609 | 776,157 | |
Operating segment | Liquids logistics | Butane sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 241,462 | 296,481 | 593,654 | 582,358 | |
Operating segment | Liquids logistics | Other product sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 120,454 | 155,556 | 436,549 | 409,452 | |
Elimination of intersegment sales | Crude oil logistics | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | (1,732) | (2,505) | (7,841) | (7,174) | |
Elimination of intersegment sales | Liquids logistics | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 0 | 0 | 0 | (1,324) | |
Corporate and other | |||||
Segment information | |||||
Depreciation and amortization, including amortization of debt issuance costs | 5,816 | 6,066 | 17,485 | 18,050 | |
Operating Income | (12,660) | (15,190) | (37,569) | (34,763) | |
Additions to property, plant and equipment and intangible assets | 984 | $ 341 | 1,734 | $ 1,504 | |
Long-lived assets, net | 40,168 | 40,168 | 49,067 | ||
Total assets | 56,440 | 56,440 | 98,711 | ||
Non-US | Liquids logistics | |||||
Segment information | |||||
Long-lived assets, net | 14,200 | 14,200 | 17,100 | ||
Total assets | $ 58,000 | $ 58,000 | $ 40,200 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Transactions with Affiliates | |||||
Accounts receivable-affiliates | $ 10,257 | $ 10,257 | $ 8,591 | ||
Accounts payable-affiliates | 65 | 65 | 73 | ||
Equity method investee | |||||
Transactions with Affiliates | |||||
Purchases from related party | 372 | $ 243 | 1,251 | $ 784 | |
Accounts receivable-affiliates | 627 | 627 | 107 | ||
Accounts payable-affiliates | 64 | 64 | 27 | ||
Affiliated Entity | |||||
Transactions with Affiliates | |||||
Purchases from related party | 0 | $ 957 | 0 | $ 1,045 | |
Accounts receivable-affiliates | 0 | 0 | 1 | ||
Accounts payable-affiliates | 1 | 1 | 46 | ||
NGL Energy Holdings LLC | |||||
Transactions with Affiliates | |||||
Accounts receivable-affiliates | $ 9,630 | $ 9,630 | $ 8,483 |
Transactions with Affiliates _2
Transactions with Affiliates - Other Related Party Transactions (Details) | Dec. 31, 2022 USD ($) |
Transactions with Affiliates | |
Outstanding loan balance | $ 2,300,000 |
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 | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net adjustments to fair value of commodity derivatives | $ (800) | $ (2,200) | $ (13,879) | $ (42,875) |
Liquids logistics | ||||
Net adjustments to fair value of commodity derivatives | $ (3,900) |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of December 31, 2022 | $ 242,189 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contracts with Customers - Performance Obligations [Abstract] | |
Revenue expected to be recognized as of December 31, 2022 | $ 37,188 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 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 December 31, 2022 | $ 90,551 |
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 December 31, 2022 | $ 81,206 |
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 December 31, 2022 | $ 23,041 |
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 December 31, 2022 | $ 8,130 |
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 December 31, 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 December 31, 2022 | $ 804 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 10 years |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Accounts receivable from contracts with customers | $ 530,676 | $ 605,384 |
Contract liabilities balance | 20,796 | $ 7,667 |
Payment received and deferred | 47,424 | |
Payment recognized in revenue | $ (34,295) |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | ||||
Operating lease cost (1) | $ 12,436 | $ 14,180 | $ 39,596 | $ 44,474 |
Variable lease cost (1) | 7,397 | 5,725 | 21,987 | 15,978 |
Short-term lease cost (1) | 94 | 60 | 242 | 219 |
Amortization of right-of-use asset (2) | 1 | 0 | 2 | 0 |
Interest on lease obligation (3) | 4 | 0 | 6 | 0 |
Total lease cost | $ 19,932 | $ 19,965 | $ 61,833 | $ 60,671 |
Leases - Lessee Maturities of L
Leases - Lessee Maturities of Lease Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 (three months) | $ 10,987 |
2024 | 35,071 |
2025 | 22,041 |
2026 | 9,895 |
2027 | 4,593 |
2028 | 4,016 |
Thereafter | 26,763 |
Total lease payments | 113,366 |
Less imputed interest | (26,965) |
Total lease obligations | 86,401 |
2023 (three months) | 7 |
2024 | 28 |
2025 | 28 |
2026 | 28 |
2027 | 28 |
2028 | 10 |
Thereafter | 0 |
Total lease payments | 129 |
Less imputed interest | 0 |
Total lease obligations | 129 |
Finance lease, liability, current | 100 |
Finance lease, liability, noncurrent | $ 100 |
Leases - Lessee Supplemental Ca
Leases - Lessee Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 39,207 | $ 43,919 |
Operating cash outflows from finance lease | 6 | 0 |
Financing cash outflows from finance lease | 6 | 0 |
Right-of-use asset obtained in exchange for operating lease liability | 17,452 | 11,738 |
Right-of-use asset obtained in exchange for finance lease liability | $ 102 | $ 0 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Lease Payments Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
2023 (three months) | $ 3,143 | $ 3,143 | ||
2024 | 15,534 | 15,534 | ||
2025 | 4,698 | 4,698 | ||
2026 | 4,017 | 4,017 | ||
2027 | 4,017 | 4,017 | ||
2028 | 4,016 | 4,016 | ||
Total | 35,425 | 35,425 | ||
Operating lease income | 4,500 | $ 3,700 | 11,200 | $ 10,900 |
Sublease revenue | $ 2,300 | $ 500 | $ 3,400 | $ 1,100 |
Allowance for Current Expecte_4
Allowance for Current Expected Credit Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Allowance for Expected Credit Loss | |||
Change in provision for expected credit losses | $ (485) | $ 88 | |
Trade Accounts Receivable | |||
Allowance for Expected Credit Loss | |||
Accounts receivable-trade, allowance for expected credit loss | 2,455 | $ 2,626 | |
Change in provision for expected credit losses | (27) | ||
Write-offs charged against the provision | (144) | ||
Notes Receivable and Other | |||
Allowance for Expected Credit Loss | |||
Change in provision for expected credit losses | (458) | ||
Notes receivable and other, allowance for expected credit loss | $ 0 | $ 458 |
Other Matters - Dispute Settlem
Other Matters - Dispute Settlement (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Receivables [Abstract] | |
Proceeds from settlement | $ 29.5 |
Other Matters - Third-party Loa
Other Matters - Third-party Loan Receivable (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Receivables [Abstract] | ||
Financing receivable, after allowance for credit loss | $ 0.6 | |
Proceeds from collection of loan receivable | $ 1 |
Subsequent Events (Details)
Subsequent Events (Details) - Senior Notes 7.50 Percent Due 2023 member - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Feb. 08, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Subsequent Event | |||
Notes repurchased | $ 97,457 | $ 173,817 | |
Subsequent Event | |||
Subsequent Event | |||
Notes repurchased | $ 98,500 |