Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 1300 | |
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 | 131,927,343 | |
Entity Central Index Key | 0001504461 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
NEW YORK STOCK EXCHANGE, INC. | Limited Partner | ||
Entity Information | ||
Title of 12(b) Security | Common units representing Limited Partner Interests | |
Trading Symbol | NGL | |
Security Exchange Name | NYSE | |
NEW YORK STOCK EXCHANGE, INC. | Series B Preferred Stock | ||
Entity Information | ||
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. | Series C Preferred Stock | ||
Entity Information | ||
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 | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,680 | $ 5,431 |
Accounts receivable-trade, allowance for expected credit loss | 1,840 | 1,964 |
Inventories | 250,572 | 142,607 |
Prepaid expenses and other current assets | 137,585 | 98,089 |
Total current assets | 1,563,582 | 1,292,445 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $908,595 and $898,184, respectively | 2,166,103 | 2,223,380 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | (908,595) | (898,184) |
GOODWILL | 707,583 | 712,364 |
INTANGIBLE ASSETS, net of accumulated amortization of $406,653 and $580,860, respectively | 1,016,820 | 1,058,668 |
INTANGIBLE ASSETS, accumulated amortization | (406,653) | (580,860) |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 20,900 | 21,090 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 95,231 | 90,220 |
OTHER NONCURRENT ASSETS | 57,696 | 57,977 |
Total assets | 5,627,915 | 5,456,144 |
CURRENT LIABILITIES: | ||
Accrued expenses and other payables | 164,115 | 133,616 |
Advance payments received from customers | 29,239 | 14,699 |
Operating lease obligations | 33,376 | 34,166 |
Total current liabilities | 1,307,447 | 1,110,137 |
LONG-TERM DEBT, net of debt issuance costs of $24,385 and $30,117, respectively | 2,782,262 | 2,857,805 |
Debt issuance costs, noncurrent, net | (24,385) | (30,117) |
OPERATING LEASE OBLIGATIONS | 63,975 | 58,450 |
OTHER NONCURRENT LIABILITIES | 107,945 | 111,226 |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||
EQUITY: | ||
General partner, representing a 0.1% interest, 132,059 and 132,059 notional units, respectively | (52,572) | (52,551) |
Limited partners, representing a 99.9% interest, 131,927,343 and 131,927,343 common units issued and outstanding, respectively | 503,798 | 455,564 |
Accumulated other comprehensive loss | (473) | (450) |
Noncontrolling interests | 16,077 | 16,507 |
Total equity | 815,189 | 767,429 |
Total liabilities and equity | 5,627,915 | 5,456,144 |
Nonrelated Party | ||
CURRENT ASSETS: | ||
Accounts receivable-trade, net of allowance for expected credit losses of $1,840 and $1,964, respectively | 1,157,710 | 1,033,956 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,080,673 | 927,591 |
Related Party | ||
CURRENT ASSETS: | ||
Accounts receivable-affiliates | 15,035 | 12,362 |
CURRENT LIABILITIES: | ||
Accounts payable | $ 44 | $ 65 |
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) | 132,059 | 132,059 |
Limited Partner | ||
EQUITY: | ||
Limited partners, common units issued and outstanding (in units) | 131,927,343 | 131,927,343 |
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 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total Revenues | $ 1,841,096 | $ 2,009,447 | $ 3,457,200 | $ 4,506,830 |
Total Cost of Sales | 1,578,448 | 1,764,120 | 2,957,777 | 4,019,131 |
OPERATING COSTS AND EXPENSES: | ||||
Operating | 77,389 | 84,158 | 154,070 | 156,018 |
General and administrative | 17,496 | 16,628 | 37,787 | 33,385 |
Depreciation and amortization | 65,526 | 68,118 | 134,505 | 134,778 |
Loss on disposal or impairment of assets, net | 16,207 | 7,653 | 15,011 | 7,485 |
Operating Income | 86,030 | 68,770 | 158,050 | 156,033 |
OTHER INCOME (EXPENSE): | ||||
Equity in earnings of unconsolidated entities | 851 | 1,207 | 942 | 1,881 |
Interest expense | (58,627) | (68,297) | (118,149) | (135,608) |
Gain on early extinguishment of liabilities, net | 63 | 2,479 | 6,871 | 4,141 |
Other income (expense), net | 310 | (15) | 616 | 631 |
Income Before Income Taxes | 28,627 | 4,144 | 48,330 | 27,078 |
INCOME TAX EXPENSE | (342) | (537) | (482) | (365) |
Net Income | 28,285 | 3,607 | 47,848 | 26,713 |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (257) | (97) | (519) | (342) |
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 28,028 | 3,510 | 47,329 | 26,371 |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (6,709) | $ (26,899) | $ (21,191) | $ (31,578) |
Limited Partner | ||||
BASIC AND DILUTED LOSS PER COMMON UNIT | $ (0.05) | $ (0.21) | $ (0.16) | $ (0.24) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,927,343 | 130,695,970 | 131,927,343 | 130,695,970 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,927,343 | 130,695,970 | 131,927,343 | 130,695,970 |
Limited Partner | ||||
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,927,343 | 130,695,970 | 131,927,343 | 130,695,970 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,927,343 | 130,695,970 | 131,927,343 | 130,695,970 |
Operating segment | Water solutions | ||||
Total Revenues | $ 197,244 | $ 164,910 | $ 378,546 | $ 330,989 |
Total Cost of Sales | 7,424 | 920 | 9,993 | 11,145 |
OPERATING COSTS AND EXPENSES: | ||||
Operating Income | 59,118 | 47,128 | 128,449 | 100,733 |
Operating segment | Crude oil logistics | ||||
Total Revenues | 489,713 | 574,783 | 954,103 | 1,440,154 |
Total Cost of Sales | 454,927 | 514,199 | 880,226 | 1,336,569 |
OPERATING COSTS AND EXPENSES: | ||||
Operating Income | 14,778 | 32,927 | 31,785 | 51,916 |
Operating segment | Liquids logistics | ||||
Total Revenues | 1,154,139 | 1,269,754 | 2,124,551 | 2,735,687 |
Total Cost of Sales | 1,119,478 | 1,249,001 | 2,066,725 | 2,671,417 |
OPERATING COSTS AND EXPENSES: | ||||
Operating Income | 23,577 | 1,653 | 31,408 | 28,293 |
Corporate and other | ||||
Total Cost of Sales | (3,381) | 0 | 833 | 0 |
OPERATING COSTS AND EXPENSES: | ||||
Operating Income | $ (11,443) | $ (12,938) | $ (33,592) | $ (24,909) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 28,285 | $ 3,607 | $ 47,848 | $ 26,713 |
Other comprehensive loss | (39) | (82) | (23) | (132) |
Comprehensive income | $ 28,246 | $ 3,525 | $ 47,825 | $ 26,581 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | NGL Energy Holdings LLC | Preferred Partner | Limited Partner | Accumulated other comprehensive (loss) income | Noncontrolling Interests |
Beginning Balance (in units) at Mar. 31, 2022 | 14,385,642 | 130,695,970 | ||||
Beginning Balance at Mar. 31, 2022 | $ 714,453 | $ (52,478) | $ 348,359 | $ 401,486 | $ (308) | $ 17,394 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (975) | (975) | ||||
Equity issued pursuant to incentive compensation plan (Note 9) | 497 | 497 | ||||
Net (loss) income | 23,106 | (5) | $ 22,866 | 245 | ||
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 | (52,483) | $ 348,359 | $ 424,849 | (358) | 16,664 |
Beginning Balance (in units) at Mar. 31, 2022 | 14,385,642 | 130,695,970 | ||||
Beginning Balance at Mar. 31, 2022 | 714,453 | (52,478) | $ 348,359 | $ 401,486 | (308) | 17,394 |
Increase (Decrease) in Partnership Capital | ||||||
Other comprehensive loss | (132) | |||||
Ending Balance (in units) at Sep. 30, 2022 | 14,385,642 | 130,695,970 | ||||
Ending Balance at Sep. 30, 2022 | 740,761 | (52,510) | $ 348,359 | $ 428,865 | (440) | 16,487 |
Beginning Balance (in units) at Jun. 30, 2022 | 14,385,642 | 130,695,970 | ||||
Beginning Balance at Jun. 30, 2022 | 737,031 | (52,483) | $ 348,359 | $ 424,849 | (358) | 16,664 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (274) | (274) | ||||
Equity issued pursuant to incentive compensation plan (Note 9) | 479 | 479 | ||||
Net (loss) income | 3,607 | (27) | $ 3,537 | 97 | ||
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 | (52,510) | $ 348,359 | $ 428,865 | (440) | 16,487 |
Beginning Balance (in units) at Mar. 31, 2023 | 14,385,642 | 131,927,343 | ||||
Beginning Balance at Mar. 31, 2023 | 767,429 | (52,551) | $ 348,359 | $ 455,564 | (450) | 16,507 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (377) | (377) | ||||
Equity issued pursuant to incentive compensation plan (Note 9) | 474 | 474 | ||||
Net (loss) income | 19,563 | (14) | $ 19,315 | 262 | ||
Other comprehensive loss | 16 | 16 | ||||
Ending Balance (in units) at Jun. 30, 2023 | 14,385,642 | 131,927,343 | ||||
Ending Balance at Jun. 30, 2023 | 787,105 | (52,565) | $ 348,359 | $ 475,353 | (434) | 16,392 |
Beginning Balance (in units) at Mar. 31, 2023 | 14,385,642 | 131,927,343 | ||||
Beginning Balance at Mar. 31, 2023 | 767,429 | (52,551) | $ 348,359 | $ 455,564 | (450) | 16,507 |
Increase (Decrease) in Partnership Capital | ||||||
Other comprehensive loss | (23) | |||||
Ending Balance (in units) at Sep. 30, 2023 | 14,385,642 | 131,927,343 | ||||
Ending Balance at Sep. 30, 2023 | 815,189 | (52,572) | $ 348,359 | $ 503,798 | (473) | 16,077 |
Beginning Balance (in units) at Jun. 30, 2023 | 14,385,642 | 131,927,343 | ||||
Beginning Balance at Jun. 30, 2023 | 787,105 | (52,565) | $ 348,359 | $ 475,353 | (434) | 16,392 |
Increase (Decrease) in Partnership Capital | ||||||
Distributions to noncontrolling interest owners | (572) | (572) | ||||
Equity issued pursuant to incentive compensation plan (Note 9) | 410 | 410 | ||||
Net (loss) income | 28,285 | (7) | $ 28,035 | 257 | ||
Other comprehensive loss | (39) | (39) | ||||
Ending Balance (in units) at Sep. 30, 2023 | 14,385,642 | 131,927,343 | ||||
Ending Balance at Sep. 30, 2023 | $ 815,189 | $ (52,572) | $ 348,359 | $ 503,798 | $ (473) | $ 16,077 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net income | $ 47,848 | $ 26,713 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization, including amortization of debt issuance costs | 142,998 | 143,410 |
Gain on early extinguishment of liabilities, net | (6,871) | (4,141) |
Equity-based compensation expense | 884 | 976 |
Loss on disposal or impairment of assets, net | 15,011 | 7,485 |
Change in provision for expected credit losses | 116 | (224) |
Net adjustments to fair value of commodity derivatives | 1,004 | 13,075 |
Equity in earnings of unconsolidated entities | (942) | (1,881) |
Distributions of earnings from unconsolidated entities | 904 | 2,567 |
Lower of cost or net realizable value adjustments | 7,071 | 15,618 |
Other | 2,855 | 63 |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable-trade and affiliates | (126,050) | (6,576) |
Inventories | (115,036) | (144,118) |
Other current and noncurrent assets | 24,950 | (807) |
Accounts payable-trade and affiliates | 153,001 | (90,380) |
Other current and noncurrent liabilities | (16,643) | 6,548 |
Net cash provided by (used in) operating activities | 131,100 | (31,672) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (80,443) | (93,963) |
Net settlements of commodity derivatives | (16,461) | 19,785 |
Proceeds from sales of assets | 23,908 | 14,054 |
Proceeds from divestitures of businesses and investments, net | 16,000 | 0 |
Investments in unconsolidated entities | (258) | (346) |
Distributions of capital from unconsolidated entities | 486 | 0 |
Net cash used in investing activities | (56,768) | (60,470) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under revolving credit facility | 965,000 | 1,037,000 |
Payments on revolving credit facility | (947,000) | (866,000) |
Repayment and repurchase of senior unsecured notes | (91,982) | (73,472) |
Payments on other long-term debt | 0 | (1,273) |
Debt issuance costs | (1,242) | (1,203) |
Distributions to noncontrolling interest owners | (949) | (1,249) |
Payments to settle contingent consideration liabilities | (902) | (941) |
Principal payments of finance lease | (8) | (2) |
Net cash (used in) provided by financing activities | (77,083) | 92,860 |
Net (decrease) increase in cash and cash equivalents | (2,751) | 718 |
Cash and cash equivalents, beginning of period | 5,431 | 3,822 |
Cash and cash equivalents, end of period | 2,680 | 4,540 |
Supplemental cash flow information: | ||
Cash interest paid | 118,516 | 129,000 |
Income taxes paid (net of income tax refunds) | 2,056 | 2,170 |
Supplemental non-cash investing and financing activities: | ||
Accrued capital expenditures | $ 10,583 | $ 13,124 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, 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 23 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 and we also own a propane pipeline in Michigan. We attempt to reduce our exposure to price fluctuations by using back-to-back physical contracts and pre-sale agreements that allow us to lock in a margin on a percentage of our winter volumes. We also enter into financially settled derivative contracts as economic hedges of our physical inventory, physical sales and physical purchase contracts. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2023 | |
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, 2023 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2023 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 31, 2023. 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, 2024. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amount of assets and liabilities reported at the date of the consolidated financial statements and the amount of revenues and expenses reported during the periods presented. Critical accounting estimates we make in the preparation of our unaudited condensed consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable and accruals for environmental matters. Although we believe these estimates are reasonable, actual results could differ from those estimates. Significant Accounting Policies Our significant accounting policies are consistent with those disclosed in Note 2 of our audited consolidated financial statements included in our Annual Report. Income Taxes We qualify as a partnership for income tax purposes. As such, we generally do not pay federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the 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 $40.5 million and $40.7 million at September 30, 2023 and March 31, 2023, 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 six months ended September 30, 2023 was $0.1 million with an effective tax rate of 22.1%. The deferred tax benefit recorded during the six months ended September 30, 2022 was $0.8 million with an effective tax rate of 27.4%. We evaluate uncertain tax positions for recognition and measurement in the unaudited condensed consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the unaudited condensed consolidated financial statements. We had no uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at September 30, 2023 or March 31, 2023. 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: September 30, 2023 March 31, 2023 (in thousands) Propane $ 86,077 $ 46,910 Butane 84,072 18,384 Crude oil 55,695 49,586 Biodiesel 15,288 19,778 Diesel 2,519 2,536 Other 6,921 5,413 Total $ 250,572 $ 142,607 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 September 30, 2023 March 31, 2023 (in thousands) Water services and land company Water Solutions 50% $ 15,388 $ 15,036 Water services and land company Water Solutions 10% 3,008 3,511 Water services and land company Water Solutions 50% 2,175 2,071 Aircraft company (1) Corporate and Other 50% 204 308 Natural gas liquids terminal company Liquids Logistics 50% 125 164 Total $ 20,900 $ 21,090 (1) This is an investment with a related party. Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Linefill (1) $ 37,861 $ 37,861 Loan receivable (2) 7,439 8,592 Minimum shipping fees - pipeline commitments (3) 2,492 4,628 Other 9,904 6,896 Total $ 57,696 $ 57,977 (1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At September 30, 2023 and March 31, 2023, linefill consisted of 502,686 barrels of crude oil. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4). (2) Represents the noncurrent portion of loan receivables, net of allowances for expected credit losses, primarily related to the sale of certain saltwater disposal assets. See Note 16 for a discussion of activity during the current fiscal year. (3) 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 8). At September 30, 2023, the deficiency credit was $6.8 million, of which $4.3 million is recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Derivative liabilities $ 49,371 $ 14,752 Accrued interest 40,741 49,362 Accrued compensation and benefits 20,138 27,013 Excise and other tax liabilities 16,844 11,777 Product exchange liabilities 9,037 4,047 Other 27,984 26,665 Total $ 164,115 $ 133,616 Reclassifications We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows. Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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 and left all other provisions of ASU 2020-04 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 7). We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows. |
Loss Per Common Unit
Loss Per Common Unit | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Unit [Abstract] | |
Loss Per Common Unit | Loss Per Common Unit The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Weighted average common units outstanding during the period: Common units - Basic 131,927,343 130,695,970 131,927,343 130,695,970 Common units - Diluted 131,927,343 130,695,970 131,927,343 130,695,970 For the three months and six months ended September 30, 2023 and 2022, respectively, all potential common units or convertible securities were considered antidilutive. Our loss per common unit is as follows for the periods indicated: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands, except per unit amounts) Net income $ 28,285 $ 3,607 $ 47,848 $ 26,713 Less: Net income attributable to noncontrolling interests (257) (97) (519) (342) Net income attributable to NGL Energy Partners LP 28,028 3,510 47,329 26,371 Less: Distributions to preferred unitholders (1) (34,744) (30,436) (68,541) (57,981) Less: Net loss allocated to GP (2) 7 27 21 32 Net loss allocated to common unitholders $ (6,709) $ (26,899) $ (21,191) $ (31,578) Basic and diluted loss per common unit $ (0.05) $ (0.21) $ (0.16) $ (0.24) (1) Includes cumulative distributions for the three months and six months ended September 30, 2023 and 2022 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions). (2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 March 31, 2023 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 157,261 $ 160,939 Pipeline and related facilities 30 - 40 265,211 265,253 Vehicles and railcars (1) 3 - 25 92,357 92,640 Water treatment facilities and equipment 3 - 30 2,003,684 2,040,792 Crude oil tanks and related equipment 2 - 30 222,527 221,881 Information technology equipment 3 - 7 36,931 35,884 Buildings and leasehold improvements 3 - 40 121,891 130,119 Land 81,912 89,474 Tank bottoms and linefill (2) 35,072 40,001 Other 3 - 20 10,641 10,908 Construction in progress 47,211 33,673 Gross property, plant and equipment 3,074,698 3,121,564 Accumulated depreciation (908,595) (898,184) Net property, plant and equipment $ 2,166,103 $ 2,223,380 (1) Includes a finance lease right-of-use asset of $0.1 million. The accumulated amortization related to this finance lease is included within accumulated depreciation. (2) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Linefill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost. The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Depreciation expense $ 48,667 $ 48,806 $ 98,311 $ 95,857 Capitalized interest expense $ 347 $ 241 $ 649 $ 490 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 period indicated: Three Months Ended September 30, 2023 Six Months Ended September 30, 2023 (in thousands) Water Solutions (1) $ 2,080 $ 13,407 Crude Oil Logistics (465) 335 Liquids Logistics (2) 1 (810) Total $ 1,616 $ 12,932 (1) Amounts do not include the loss recognized on the sale of certain saltwater disposal assets in the Pinedale Anticline Basin discussed in Note 16 . (2) Amounts do not include the gain recognized on the sale of two natural gas liquids terminals discussed in Note 16. |
Goodwill
Goodwill | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes changes in goodwill by segment during the six months ended September 30, 2023: Water Crude Oil Liquids Total (in thousands) Balance at March 31, 2023 $ 283,310 $ 309,971 $ 119,083 $ 712,364 Disposal (1) — — (4,781) (4,781) Balance at September 30, 2023 $ 283,310 $ 309,971 $ 114,302 $ 707,583 (1) Relates to the sale of two natural gas liquids terminals within our Liquids Logistics segment during the six months ended September 30, 2023 (see Note 16). |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: September 30, 2023 March 31, 2023 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 18.8 $ 980,468 $ (306,439) $ 674,029 $ 1,196,468 $ (492,002) $ 704,466 Customer commitments 20.8 192,000 (32,640) 159,360 192,000 (28,800) 163,200 Pipeline capacity rights 20.2 7,799 (2,557) 5,242 7,799 (2,427) 5,372 Rights-of-way and easements 30.4 94,994 (16,648) 78,346 94,875 (15,138) 79,737 Water rights 16.1 99,869 (29,477) 70,392 99,869 (26,453) 73,416 Executory contracts and other agreements 24.5 21,640 (6,076) 15,564 21,570 (5,037) 16,533 Non-compete agreements — — — — 1,100 (1,082) 18 Debt issuance costs (1) 2.4 26,703 (12,816) 13,887 25,592 (9,921) 15,671 Total amortizable 1,423,473 (406,653) 1,016,820 1,639,273 (580,860) 1,058,413 Non-amortizable: Trade names (2) — — 255 255 Total $ 1,423,473 $ (406,653) $ 1,016,820 $ 1,639,528 $ (580,860) $ 1,058,668 (1) Includes debt issuance costs related to the ABL Facility. Debt issuance costs related to the fixed-rate notes are reported as a reduction of the carrying amount of long-term debt. (2) As this item was considered impaired due to the sale of the assets in the Pinedale Anticline Basin, as discussed further in Note 16, the amount was written off during the three months ended September 30, 2023. Amortization expense is as follows for the periods indicated: Three Months Ended September 30, Six Months Ended September 30, Recorded In 2023 2022 2023 2022 (in thousands) Depreciation and amortization $ 16,859 $ 19,312 $ 36,194 $ 38,921 Cost of sales 65 69 130 137 Interest expense 1,481 1,198 2,895 2,361 Operating expenses 61 61 123 123 Total $ 18,466 $ 20,640 $ 39,342 $ 41,542 The following table summarizes expected amortization of our intangible assets at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 34,953 2025 67,962 2026 65,807 2027 60,152 2028 57,300 2029 55,348 Thereafter 675,298 Total $ 1,016,820 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: September 30, 2023 March 31, 2023 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (“2026 Senior Secured Notes”) $ 2,050,000 $ (21,419) $ 2,028,581 $ 2,050,000 $ (26,009) $ 2,023,991 Asset-based revolving credit facility (“ABL Facility”) 156,000 156,000 138,000 138,000 Senior unsecured notes: 6.125% Notes due 2025 (“2025 Notes”) 280,745 (881) 279,864 380,020 (1,612) 378,408 7.500% Notes due 2026 (“2026 Notes”) 319,902 (2,085) 317,817 319,902 (2,496) 317,406 Long-term debt $ 2,806,647 $ (24,385) $ 2,782,262 $ 2,887,922 $ (30,117) $ 2,857,805 (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. 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, 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. We have the option to redeem all or a portion of the 2026 Senior Secured Notes at any time at fixed redemption prices contained within the Indenture. If we experience certain kinds of change of control triggering events, we will be required to offer to repurchase the 2026 Senior Secured Notes at 101% of the aggregate principal amount of the 2026 Senior Secured Notes repurchased plus accrued and unpaid interest on the 2026 Senior Secured Notes repurchased to, but not including, the date of purchase. Compliance At September 30, 2023, 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. Total commitments under the ABL Facility are $600.0 million and the sub-limit for letters of credit is $250.0 million. 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 September 30, 2023, $156.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $139.0 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 September 30, 2023, the borrowings under the ABL Facility had a weighted average interest rate of 8.27% calculated as the prime rate of 8.50% plus a margin of 1.50% on the alternate base borrowings and the weighted average secured overnight financing rate (“SOFR”) of 5.43% plus a margin of 2.50% on the SOFR borrowings. On September 30, 2023, the interest rate in effect on letters of credit was 2.50%. 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 September 30, 2023, no Cash Dominion Event had occurred. Compliance At September 30, 2023, we were in compliance with the covenants under the ABL Facility. Senior Unsecured Notes The senior unsecured notes include 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 period indicated: Six Months Ended September 30, 2023 (in thousands) 2025 Notes Notes repurchased (1) $ 99,275 Cash paid (excluding payments of accrued interest) $ 91,982 Gain on early extinguishment of debt (2) $ 6,906 (1) We did not repurchase any notes during the three months ended September 30, 2023. (2) Gain on early extinguishment of debt for the 2025 Notes during the six months ended September 30, 2023 is inclusive of the write-off of debt issuance costs of $0.4 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations. Redemption Rights We currently 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 September 30, 2023, we were in compliance with the covenants under all of the Senior Unsecured Notes indentures. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at September 30, 2023: Fiscal Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Total (in thousands) 2024 (six months) $ — $ — $ — $ — 2025 — — 280,745 280,745 2026 2,050,000 156,000 — 2,206,000 2027 — — 319,902 319,902 Total $ 2,050,000 $ 156,000 $ 600,647 $ 2,806,647 Amortization of Debt Issuance Costs Amortization expense for debt issuance costs related to long-term debt was $2.7 million and $3.0 million during the three months ended September 30, 2023 and 2022, respectively, and $5.3 million and $6.0 million during the six months ended September 30, 2023 and 2022, respectively. The following table summarizes expected amortization of debt issuance costs at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 5,312 2025 10,570 2026 8,471 2027 32 Total $ 24,385 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 re-trial of the quantum meruit claim was conducted in Delaware state court from February 6, 2023 through February 15, 2023 and resulted in the jury returning a verdict consisting of an award of $36.0 million subject to statutory interest and costs, as applicable, which through September 30, 2023, equals approximately $22.3 million. The GP and the Partnership contend that the jury verdict is not supportable by controlling law or the evidentiary record, and on July 28, 2023, filed their notice of appeal to the Delaware Supreme Court which raises various issues relating to the quantum meruit verdict, including but not limited to, certain written orders and oral evidentiary and other rulings made prior to and during the February 2023 remand trial. On October 12, 2023, LCT filed its answering brief on appeal and cross-appellant’s opening brief on cross-appeal. The GP and the Partnership have until November 13, 2023 to file their reply and answering brief on cross-appeal. 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 any post-trial and/or any appellate process has concluded and the verdict is final as a matter of law. As of September 30, 2023, we have accrued approximately $4.0 million related to this matter, of which approximately $1.5 million represents interest accrued through September 30, 2023. 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 and paid approximately $8.4 million to the plaintiff and the proposed class. During the final fairness hearing on June 15, 2023, the settlement agreement was approved by the court and an order granting final approval of the class action settlement was entered into record. 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 September 30, 2023, we have an environmental liability, measured on an undiscounted basis, of $1.4 million, which is recorded within accrued expenses and other payables in our unaudited condensed consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our businesses, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our businesses. Asset Retirement Obligations 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, 2023 $ 35,163 Liabilities incurred 917 Liabilities associated with disposed assets (1) (3,126) Liabilities settled (222) Accretion expense 1,489 Balance at September 30, 2023 $ 34,221 (1) Relates to the sale of seven saltwater disposal wells and other long-lived assets within our Water Solutions segment (see Note 16). 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 Agreement We have a noncancellable agreement with a crude oil pipeline operator, which guarantees us minimum monthly shipping capacity on the pipeline. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity. Under this agreement, 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, and this agreement allows 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 this agreement at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 15,217 2025 30,351 Total $ 45,568 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 September 30, 2023, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: 2024 (six months) $ 233,260 2,911 $ 41,449 46,184 2025 — — 4,225 5,502 2026 — — 4,464 6,510 2027 — — 2,964 4,284 Total $ 233,260 2,911 $ 53,102 62,480 Index-Price Commodity Purchase Commitments: 2024 (six months) $ 3,451,428 40,388 $ 603,600 630,339 2025 2,186,634 28,717 12,512 13,568 2026 709,067 10,469 — — Total $ 6,347,129 79,574 $ 616,112 643,907 (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 September 30, 2023, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: 2024 (six months) $ 234,838 2,911 $ 179,311 172,855 2025 — — 10,557 12,363 2026 — — 4,377 5,660 2027 — — 2,900 4,016 2028 — — 52 60 Total $ 234,838 2,911 $ 197,197 194,954 Index-Price Commodity Sale Commitments: 2024 (six months) $ 3,018,599 34,044 $ 586,028 535,236 2025 1,341,901 17,011 25,439 23,389 2026 29,500 390 — — Total $ 4,390,000 51,445 $ 611,467 558,625 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 10) 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 10 and represent $66.3 million of our prepaid expenses and other current assets and $49.3 million of our accrued expenses and other payables at September 30, 2023. Other Commitments We have noncancellable agreements for product storage, railcar spurs and real estate. The following table summarizes future minimum payments under these agreements at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 8,018 2025 3,867 2026 1,370 2027 1,362 2028 1,315 2029 1,248 Thereafter 3,205 Total $ 20,385 |
Equity
Equity | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, we owned 8.69% of our GP. Suspension of Common Unit and Preferred Unit Distributions The board of directors of our GP temporarily suspended all distributions (common unit distributions which began with the quarter ended December 31, 2020 and preferred unit distributions which began with the quarter ended March 31, 2021) in order to deleverage our balance sheet and meet the financial performance ratios set within the Indenture of the 2026 Senior Secured Notes, as discussed further in Note 7. Class B Preferred Units As of September 30, 2023, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding. The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.40% for the quarter ended September 30, 2023) plus a spread of 7.213%. Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161%, in accordance with the Adjustable Interest R ate (LIBOR) Act (the “LIBOR Act”), and the rules implementing the LIBOR Act. For the quarter ended September 30, 2023, we did not declare or pay distributions to the holders of the Class B Preferred Units, thus the quarterly distribution for September 30, 2023 is $0.8044 and the cumulative distribution since suspension for each Class B Preferred Unit is $7.0047. 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 September 30, 2023 is $99.0 million. Class C Preferred Units As of September 30, 2023, 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 September 30, 2023, we did not declare or pay distributions to the holders of the Class C Preferred Units, thus the quarterly distribution for September 30, 2023 is $0.6016 and the cumulative distribution since suspension for each Class C Preferred Unit is $6.6173. 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 September 30, 2023 is $13.3 million. On and after April 15, 2024, distributions on the Class C Preferred Units 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 accordance with the amended and restated limited partnership agreement (the “Partnership Agreement”)) plus a spread of 7.384%. Class D Preferred Units As of September 30, 2023, 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 following table summarizes the outstanding warrants at September 30, 2023: Issuance Date and Description Number of Warrants Exercise Price July 2, 2019 Premium warrants 10,000,000 $ 17.45 Par warrants 7,000,000 $ 14.54 October 31, 2019 Premium warrants 5,000,000 $ 16.28 Par warrants 3,500,000 $ 13.56 All outstanding warrants are currently exercisable and any unexercised warrants will expire on the tenth anniversary of the date of issuance. The warrants will not participate in cash distributions. The current distribution rate for the Class D Preferred Units is 10.00% (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 0.50% rate increase due to a Class D distribution payment default, as defined within the Partnership Agreement. For the quarter ended September 30, 2023, we did not declare or pay distributions to the holders of the Class D Preferred Units, thus the average quarterly distribution at September 30, 2023 is $27.31 and the average cumulative distribution since suspension for each Class D Preferred unit is $306.96. 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 September 30, 2023 is $208.9 million. 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 accordance with 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. Total Preferred Unit Distributions in Arrears The total preferred unit distributions in arrears for all classes of preferred units are $321.2 million as of September 30, 2023. 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 six months ended September 30, 2023: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2023 627,975 $2.15 Units forfeited (21,250) $2.15 Unvested Service Award units at September 30, 2023 606,725 $2.15 As the LTIP expired on May 10, 2021, we had no common units available for grant during the six months ended September 30, 2023. As of September 30, 2023, there are 606,725 unvested Service Awards which are expected to vest on November 15, 2023. 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 September 30, 2023 and 2022, we recorded compensation expense related to Service Awards of $0.4 million and $0.5 million, respectively. During the six months ended September 30, 2023 and 2022, we recorded compensation expense related to Service Award units of $0.9 million and $1.0 million, respectively. For the unvested Service Awards at September 30, 2023, we had estimated future expense of $0.2 million which we expect to record by November 15, 2023. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature. Commodity Derivatives The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our unaudited condensed consolidated balance sheets at the dates indicated: September 30, 2023 March 31, 2023 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 81,411 $ (19,185) $ 63,553 $ (6,043) Level 2 measurements 70,639 (50,159) 25,128 (15,827) 152,050 (69,344) 88,681 (21,870) Netting of counterparty contracts (1) (20,029) 20,029 (6,670) 6,670 Net cash collateral held (51,239) (73) (47,686) (114) Commodity derivatives $ 80,782 $ (49,388) $ 34,325 $ (15,314) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master netting arrangements. The following table summarizes the accounts that include our commodity derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Prepaid expenses and other current assets $ 79,943 $ 33,875 Other noncurrent assets 839 450 Accrued expenses and other payables (49,371) (14,752) Other noncurrent liabilities (17) (562) Net commodity derivative asset $ 31,394 $ 19,011 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 September 30, 2023: Crude oil fixed-price (1) October 2023–April 2024 (244) $ 57,216 Propane fixed-price (1) October 2023–March 2025 (649) 1,280 Refined products fixed-price (1) October 2023–December 2024 (111) (3,159) Butane fixed-price (1) October 2023–April 2024 (638) 2,384 Other October 2023–September 2024 24,985 82,706 Net cash collateral held (51,312) Net commodity derivative asset $ 31,394 At March 31, 2023: Crude oil fixed-price (1) April 2023–March 2024 1,069 $ 52,613 Propane fixed-price (1) April 2023–March 2025 (320) (4,047) Refined products fixed-price (1) April 2023–July 2024 (429) 4,468 Butane fixed-price (1) April 2023–March 2024 (830) 3,485 Other April 2023–September 2024 10,292 66,811 Net cash collateral held (47,800) Net commodity derivative asset $ 19,011 (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 September 30, 2023 and 2022, we recorded net losses of $13.9 million and net gains of $28.0 million, respectively, from our commodity derivatives to revenues and cost of sales in our unaudited condensed consolidated statements of operations. During the six months ended September 30, 2023 and 2022, we recorded net losses of $1.0 million and $13.1 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 September 30, 2023, 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 September 30, 2023, we had $156.0 million of outstanding borrowings under the ABL Facility at a weighted average interest rate of 8.27%. The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.40% for the quarter ended September 30, 2023) plus a spread of 7.213%. Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161% in accordance with the LIBOR Act and the rules implementing the LIBOR Act. On and after April 15, 2024, distributions on the Class C Preferred Units 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 accordance with 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 accordance with the Partnership Agreement) plus the Class D Variable Rate. 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 September 30, 2023 (in thousands): 2026 Senior Secured Notes $ 2,027,792 2025 Notes $ 274,545 2026 Notes $ 306,706 For the 2026 Senior Secured Notes, 2025 Notes and 2026 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 | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 159,389 $ 130,217 $ 307,413 $ 250,526 Sale of recovered crude oil 31,101 27,472 54,118 65,921 Sale of water 1,768 3,365 6,209 9,173 Other service revenues 4,720 3,856 10,387 5,369 Non-Topic 606 revenues 266 — 419 — Total Water Solutions revenues 197,244 164,910 378,546 330,989 Crude Oil Logistics: Topic 606 revenues Crude oil sales 475,103 551,394 925,231 1,399,170 Crude oil transportation and other 12,242 22,812 24,288 43,407 Non-Topic 606 revenues 2,505 1,827 4,883 3,686 Elimination of intersegment sales (137) (1,250) (299) (6,109) Total Crude Oil Logistics revenues 489,713 574,783 954,103 1,440,154 Liquids Logistics: Topic 606 revenues Refined products sales 620,323 635,758 1,198,362 1,384,437 Propane sales 102,266 198,783 213,952 420,578 Butane sales 105,920 151,716 176,078 352,192 Other product sales 102,954 161,091 182,795 315,733 Service revenues 5,519 3,661 6,838 6,643 Non-Topic 606 revenues 217,157 118,745 346,526 256,104 Total Liquids Logistics revenues 1,154,139 1,269,754 2,124,551 2,735,687 Total revenues $ 1,841,096 $ 2,009,447 $ 3,457,200 $ 4,506,830 During the three months ended September 30, 2023 and 2022, our Liquids Logistics revenues included $31.6 million and $60.3 million of non-US revenues, respectively, and during the six months ended September 30, 2023 and 2022, our Liquids Logistics revenues included $51.2 million and $102.0 million of non-US revenues, respectively. The following tables summarize depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 6 and Note 7) and operating income (loss) by segment for the periods indicated. Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Depreciation and Amortization: Water Solutions $ 52,114 $ 51,388 $ 106,599 $ 101,298 Crude Oil Logistics 9,573 11,775 19,319 23,529 Liquids Logistics 2,448 3,465 5,727 6,914 Corporate and Other 5,653 5,814 11,353 11,669 Total $ 69,788 $ 72,442 $ 142,998 $ 143,410 Operating Income (Loss): Water Solutions $ 59,118 $ 47,128 $ 128,449 $ 100,733 Crude Oil Logistics 14,778 32,927 31,785 51,916 Liquids Logistics 23,577 1,653 31,408 28,293 Corporate and Other (11,443) (12,938) (33,592) (24,909) Total $ 86,030 $ 68,770 $ 158,050 $ 156,033 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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Water Solutions $ 38,842 $ 40,862 $ 77,798 $ 81,697 Crude Oil Logistics 1,930 2,144 2,904 6,277 Liquids Logistics 4,597 2,419 8,690 3,805 Corporate and Other 465 383 534 750 Total $ 45,834 $ 45,808 $ 89,926 $ 92,529 The following tables summarize long-lived assets, net (consisting of property, plant and equipment, goodwill, intangible assets and operating lease right-of-use assets) and total assets by segment at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Long-lived assets, net: Water Solutions $ 2,742,444 $ 2,810,534 Crude Oil Logistics 848,992 870,999 Liquids Logistics (1) 357,407 363,736 Corporate and Other 36,894 39,363 Total $ 3,985,737 $ 4,084,632 (1) Includes $9.0 million and $12.5 million of non-US long-lived assets at September 30, 2023 and March 31, 2023, respectively. September 30, 2023 March 31, 2023 (in thousands) Total assets: Water Solutions $ 2,937,464 $ 3,009,869 Crude Oil Logistics 1,724,136 1,616,953 Liquids Logistics (1) 910,349 774,221 Corporate and Other 55,966 55,101 Total $ 5,627,915 $ 5,456,144 |
Transactions with Affiliates
Transactions with Affiliates | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Purchases from equity method investees $ 419 $ 381 $ 905 $ 879 Purchases from entities affiliated with management $ — $ — $ 100 $ — Accounts receivable from affiliates consist of the following at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) NGL Energy Holdings LLC $ 13,733 $ 11,688 Equity method investees 1,302 673 Entities affiliated with management — 1 Total $ 15,035 $ 12,362 Accounts payable to affiliates consist of the following at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Equity method investees $ 43 $ 64 Entities affiliated with management 1 1 Total $ 44 $ 65 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, which was set to mature in September 2023. On September 1, 2023, KAIR2014 entered into an agreement to extend the maturity date of the loan to September 1, 2028. Accordingly, we and H. Michael Krimbill executed new joint and several guarantees for the benefit of the lender for KAIR2014’s outstanding loan. As of September 30, 2023, the outstanding balance of the loan is approximately $2.1 million. Payments are made monthly, reducing the outstanding balance. As our 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 September 30, 2023, no accrual has been recorded related to our guarantee. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customer | Revenue from Contracts with Customers We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation and we do not receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of September 30, 2023. The majority of our revenue agreements are in the scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively. See Note 11 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes $57.1 million and $58.8 million, respectively, of net gains related to changes in the mark-to-market value of these contracts recorded during the three months and six months ended September 30, 2023. 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 contracts. The following table summarizes the amount and timing of revenue recognition for such contracts at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 66,931 2025 93,770 2026 25,234 2027 11,273 2028 1,848 2029 860 Thereafter 1,072 Total $ 200,988 Contract Assets and Liabilities The following tables summarize the balances of our contract assets and liabilities at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Accounts receivable from contracts with customers $ 421,754 $ 425,760 Contract assets (current) $ — $ 10,050 Contract liabilities balance at March 31, 2023 $ 14,520 Payment received and deferred 24,034 Payment recognized in revenue (9,674) Contract liabilities balance at September 30, 2023 $ 28,880 |
Leases
Leases | 6 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Lessee, Operating Leases | Leases Lessee Accounting Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment. The following table summarizes the components of our lease cost for the periods indicated: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Operating lease cost (1) $ 11,971 $ 13,482 $ 24,083 $ 27,160 Variable lease cost (1) 8,561 7,562 16,287 14,590 Short-term lease cost (1) 230 54 270 148 Finance lease cost Amortization of right-of-use asset (2) 1 1 2 1 Interest on lease obligation (3) 3 2 6 2 Total lease cost $ 20,766 $ 21,101 $ 40,648 $ 41,901 (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 September 30, 2023 (in thousands): Operating Finance Fiscal Year Ending March 31, Leases Lease (1) 2024 (six months) $ 21,842 $ 14 2025 32,461 28 2026 19,658 28 2027 13,529 28 2028 11,000 10 2029 4,908 — Thereafter 25,365 — Total lease payments 128,763 108 Less imputed interest (31,412) (24) Total lease obligations $ 97,351 $ 84 (1) At September 30, 2023, 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: Six Months Ended September 30, 2023 2022 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 24,266 $ 27,074 Operating cash outflows from finance lease $ 6 $ 2 Financing cash outflows from finance lease $ 8 $ 2 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 26,188 $ 7,846 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 September 30, 2023 and 2022, fixed rental revenue was $ 4.3 million 3.3 million 8.7 million 6.8 million The following table summarizes future minimum lease payments to be received under various noncancellable operating lease agreements at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 8,617 2025 10,244 2026 10,507 2027 9,244 2028 6,293 2029 1,795 Total $ 46,700 |
Allowance for Current Expected
Allowance for Current Expected Credit Loss | 6 Months Ended |
Sep. 30, 2023 | |
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 for the period indicated: Accounts Receivable - Trade Notes Receivable and Other (in thousands) Balance at March 31, 2023 $ 1,964 $ 48 Change in provision for expected credit losses (19) 135 Write-offs charged against the provision (105) — Balance at September 30, 2023 $ 1,840 $ 183 |
Other Matters
Other Matters | 6 Months Ended |
Sep. 30, 2023 | |
Other Matters [Abstract] | |
Other Matters | Other Matters Sale of Certain Water Disposal Assets On June 21, 2023, we sold certain saltwater disposal assets in the Eagle Ford Basin to a third-party for total consideration of $3.0 million, of which $0.05 million was in cash and $2.95 million was a loan receivable. Interest on the loan receivable is based on the prime rate and is due monthly beginning on August 1, 2023. The loan receivable matures on December 31, 2025. We recorded a loss of $5.4 million within loss on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the six months ended September 30, 2023 . On July 25, 2023, we entered into an agreement in which we terminated a minimum volume water disposal contract and sold certain saltwater disposal assets and intangible assets in the Pinedale Anticline Basin to a third-party for total consideration of $8.7 million in cash. The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. For this transaction, the consideration was allocated between the termination of the water disposal contract and the sale of assets based on their relative fair values. The terminated contract included a minimum volume commitment through December 31, 2025. Approximately $7.8 million of the total consideration was allocated to the termination of the water disposal contract and was recognized as revenue, and the remaining $0.9 million was allocated to the sale of assets. We recorded a loss of $21.1 million on the sale within loss on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the six months ended September 30, 2023 . As these sale transactions do not represent a strategic shift that will have a major effect on our operations or financial results, operations related to these portions of our Water Solutions segment have not been classified as discontinued operations. Sale of Certain Natural Gas Liquids Terminals On July 24, 2023, we sold two natural gas liquids terminals in the Pacific Northwest to a third-party for total consideration of $16.0 million in cash. Also, as part of this transaction, we wrote off goodwill allocated to this transaction and terminated an existing lease. We recorded a gain of $6.9 million within loss on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the six months ended September 30, 2023 . As this sale transaction did not represent a strategic shift that will have a major effect on our operations or financial results, operations related to this portion of our Liquids Logistics segment have not been classified as discontinued operations. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | $ 28,028 | $ 3,510 | $ 47,329 | $ 26,371 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
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, 2023 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2023 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on May 31, 2023. 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, 2024. |
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. Critical accounting estimates we make in the preparation of our unaudited condensed consolidated financial statements include, among others, determining the impairment of goodwill and long-lived assets, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the fair value of derivative instruments, estimating certain revenues, the fair value of asset retirement obligations, the fair value of assets and liabilities acquired in acquisitions, the recoverability of inventories, the collectability of accounts and notes receivable and accruals for environmental matters. Although we believe these estimates are reasonable, actual results could differ from those estimates. |
Income Taxes | Income Taxes We qualify as a partnership for income tax purposes. As such, we generally do not pay federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the 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 $40.5 million and $40.7 million at September 30, 2023 and March 31, 2023, 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 six months ended September 30, 2023 was $0.1 million with an effective tax rate of 22.1%. The deferred tax benefit recorded during the six months ended September 30, 2022 was $0.8 million with an effective tax rate of 27.4%. We evaluate uncertain tax positions for recognition and measurement in the unaudited condensed consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the unaudited condensed consolidated financial statements. We had no uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at September 30, 2023 or March 31, 2023. |
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. |
Reclassifications | Reclassifications We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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 and left all other provisions of ASU 2020-04 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 7). 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) | 6 Months Ended |
Sep. 30, 2023 | |
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) | 6 Months Ended |
Sep. 30, 2023 | |
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) | 6 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation and we do not receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of September 30, 2023. The majority of our revenue agreements are in the scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases in the scope of ASC 845 and ASC 842, respectively. See Note 11 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes $57.1 million and $58.8 million, respectively, of net gains related to changes in the mark-to-market value of these contracts recorded during the three months and six months ended September 30, 2023. |
Allowance for Current Expecte_2
Allowance for Current Expected Credit Loss (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
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) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Propane $ 86,077 $ 46,910 Butane 84,072 18,384 Crude oil 55,695 49,586 Biodiesel 15,288 19,778 Diesel 2,519 2,536 Other 6,921 5,413 Total $ 250,572 $ 142,607 |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Interest September 30, 2023 March 31, 2023 (in thousands) Water services and land company Water Solutions 50% $ 15,388 $ 15,036 Water services and land company Water Solutions 10% 3,008 3,511 Water services and land company Water Solutions 50% 2,175 2,071 Aircraft company (1) Corporate and Other 50% 204 308 Natural gas liquids terminal company Liquids Logistics 50% 125 164 Total $ 20,900 $ 21,090 (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: September 30, 2023 March 31, 2023 (in thousands) Linefill (1) $ 37,861 $ 37,861 Loan receivable (2) 7,439 8,592 Minimum shipping fees - pipeline commitments (3) 2,492 4,628 Other 9,904 6,896 Total $ 57,696 $ 57,977 (1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At September 30, 2023 and March 31, 2023, linefill consisted of 502,686 barrels of crude oil. Linefill held in pipelines we own is included within property, plant and equipment (see Note 4). (2) Represents the noncurrent portion of loan receivables, net of allowances for expected credit losses, primarily related to the sale of certain saltwater disposal assets. See Note 16 for a discussion of activity during the current fiscal year. (3) 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 8). At September 30, 2023, the deficiency credit was $6.8 million, of which $4.3 million is recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Derivative liabilities $ 49,371 $ 14,752 Accrued interest 40,741 49,362 Accrued compensation and benefits 20,138 27,013 Excise and other tax liabilities 16,844 11,777 Product exchange liabilities 9,037 4,047 Other 27,984 26,665 Total $ 164,115 $ 133,616 |
Loss Per Common Unit (Tables)
Loss Per Common Unit (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 Weighted average common units outstanding during the period: Common units - Basic 131,927,343 130,695,970 131,927,343 130,695,970 Common units - Diluted 131,927,343 130,695,970 131,927,343 130,695,970 For the three months and six months ended September 30, 2023 and 2022, respectively, all potential common units or convertible securities were considered antidilutive. |
Schedule of loss per common unit | Our loss per common unit is as follows for the periods indicated: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands, except per unit amounts) Net income $ 28,285 $ 3,607 $ 47,848 $ 26,713 Less: Net income attributable to noncontrolling interests (257) (97) (519) (342) Net income attributable to NGL Energy Partners LP 28,028 3,510 47,329 26,371 Less: Distributions to preferred unitholders (1) (34,744) (30,436) (68,541) (57,981) Less: Net loss allocated to GP (2) 7 27 21 32 Net loss allocated to common unitholders $ (6,709) $ (26,899) $ (21,191) $ (31,578) Basic and diluted loss per common unit $ (0.05) $ (0.21) $ (0.16) $ (0.24) (1) Includes cumulative distributions for the three months and six months ended September 30, 2023 and 2022 which were earned but not declared or paid (see Note 9 for a further discussion of the suspension of common unit and preferred unit distributions). (2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 March 31, 2023 (in years) (in thousands) Natural gas liquids terminal and storage assets 2 - 30 $ 157,261 $ 160,939 Pipeline and related facilities 30 - 40 265,211 265,253 Vehicles and railcars (1) 3 - 25 92,357 92,640 Water treatment facilities and equipment 3 - 30 2,003,684 2,040,792 Crude oil tanks and related equipment 2 - 30 222,527 221,881 Information technology equipment 3 - 7 36,931 35,884 Buildings and leasehold improvements 3 - 40 121,891 130,119 Land 81,912 89,474 Tank bottoms and linefill (2) 35,072 40,001 Other 3 - 20 10,641 10,908 Construction in progress 47,211 33,673 Gross property, plant and equipment 3,074,698 3,121,564 Accumulated depreciation (908,595) (898,184) Net property, plant and equipment $ 2,166,103 $ 2,223,380 (1) Includes a finance lease right-of-use asset of $0.1 million. The accumulated amortization related to this finance lease is included within accumulated depreciation. (2) Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Linefill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost. |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Depreciation expense $ 48,667 $ 48,806 $ 98,311 $ 95,857 Capitalized interest expense $ 347 $ 241 $ 649 $ 490 |
Schedule of (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment | The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the period indicated: Three Months Ended September 30, 2023 Six Months Ended September 30, 2023 (in thousands) Water Solutions (1) $ 2,080 $ 13,407 Crude Oil Logistics (465) 335 Liquids Logistics (2) 1 (810) Total $ 1,616 $ 12,932 (1) Amounts do not include the loss recognized on the sale of certain saltwater disposal assets in the Pinedale Anticline Basin discussed in Note 16 . (2) Amounts do not include the gain recognized on the sale of two natural gas liquids terminals discussed in Note 16. |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill by segment | The following table summarizes changes in goodwill by segment during the six months ended September 30, 2023: Water Crude Oil Liquids Total (in thousands) Balance at March 31, 2023 $ 283,310 $ 309,971 $ 119,083 $ 712,364 Disposal (1) — — (4,781) (4,781) Balance at September 30, 2023 $ 283,310 $ 309,971 $ 114,302 $ 707,583 (1) Relates to the sale of two natural gas liquids terminals within our Liquids Logistics segment during the six months ended September 30, 2023 (see Note 16). |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: September 30, 2023 March 31, 2023 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 18.8 $ 980,468 $ (306,439) $ 674,029 $ 1,196,468 $ (492,002) $ 704,466 Customer commitments 20.8 192,000 (32,640) 159,360 192,000 (28,800) 163,200 Pipeline capacity rights 20.2 7,799 (2,557) 5,242 7,799 (2,427) 5,372 Rights-of-way and easements 30.4 94,994 (16,648) 78,346 94,875 (15,138) 79,737 Water rights 16.1 99,869 (29,477) 70,392 99,869 (26,453) 73,416 Executory contracts and other agreements 24.5 21,640 (6,076) 15,564 21,570 (5,037) 16,533 Non-compete agreements — — — — 1,100 (1,082) 18 Debt issuance costs (1) 2.4 26,703 (12,816) 13,887 25,592 (9,921) 15,671 Total amortizable 1,423,473 (406,653) 1,016,820 1,639,273 (580,860) 1,058,413 Non-amortizable: Trade names (2) — — 255 255 Total $ 1,423,473 $ (406,653) $ 1,016,820 $ 1,639,528 $ (580,860) $ 1,058,668 (1) Includes debt issuance costs related to the ABL Facility. 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: September 30, 2023 March 31, 2023 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Amortizable: Customer relationships 18.8 $ 980,468 $ (306,439) $ 674,029 $ 1,196,468 $ (492,002) $ 704,466 Customer commitments 20.8 192,000 (32,640) 159,360 192,000 (28,800) 163,200 Pipeline capacity rights 20.2 7,799 (2,557) 5,242 7,799 (2,427) 5,372 Rights-of-way and easements 30.4 94,994 (16,648) 78,346 94,875 (15,138) 79,737 Water rights 16.1 99,869 (29,477) 70,392 99,869 (26,453) 73,416 Executory contracts and other agreements 24.5 21,640 (6,076) 15,564 21,570 (5,037) 16,533 Non-compete agreements — — — — 1,100 (1,082) 18 Debt issuance costs (1) 2.4 26,703 (12,816) 13,887 25,592 (9,921) 15,671 Total amortizable 1,423,473 (406,653) 1,016,820 1,639,273 (580,860) 1,058,413 Non-amortizable: Trade names (2) — — 255 255 Total $ 1,423,473 $ (406,653) $ 1,016,820 $ 1,639,528 $ (580,860) $ 1,058,668 (1) Includes debt issuance costs related to the ABL Facility. 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 September 30, Six Months Ended September 30, Recorded In 2023 2022 2023 2022 (in thousands) Depreciation and amortization $ 16,859 $ 19,312 $ 36,194 $ 38,921 Cost of sales 65 69 130 137 Interest expense 1,481 1,198 2,895 2,361 Operating expenses 61 61 123 123 Total $ 18,466 $ 20,640 $ 39,342 $ 41,542 |
Schedule of expected amortization of intangible assets | The following table summarizes expected amortization of our intangible assets at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 34,953 2025 67,962 2026 65,807 2027 60,152 2028 57,300 2029 55,348 Thereafter 675,298 Total $ 1,016,820 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: September 30, 2023 March 31, 2023 Face Unamortized Book Face Unamortized Book (in thousands) Senior secured notes: 7.500% Notes due 2026 (“2026 Senior Secured Notes”) $ 2,050,000 $ (21,419) $ 2,028,581 $ 2,050,000 $ (26,009) $ 2,023,991 Asset-based revolving credit facility (“ABL Facility”) 156,000 156,000 138,000 138,000 Senior unsecured notes: 6.125% Notes due 2025 (“2025 Notes”) 280,745 (881) 279,864 380,020 (1,612) 378,408 7.500% Notes due 2026 (“2026 Notes”) 319,902 (2,085) 317,817 319,902 (2,496) 317,406 Long-term debt $ 2,806,647 $ (24,385) $ 2,782,262 $ 2,887,922 $ (30,117) $ 2,857,805 (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 | Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the period indicated: Six Months Ended September 30, 2023 (in thousands) 2025 Notes Notes repurchased (1) $ 99,275 Cash paid (excluding payments of accrued interest) $ 91,982 Gain on early extinguishment of debt (2) $ 6,906 (1) We did not repurchase any notes during the three months ended September 30, 2023. (2) Gain on early extinguishment of debt for the 2025 Notes during the six months ended September 30, 2023 is inclusive of the write-off of debt issuance costs of $0.4 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations. |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at September 30, 2023: Fiscal Year Ending March 31, 2026 Senior Secured Notes ABL Facility Senior Unsecured Notes Total (in thousands) 2024 (six months) $ — $ — $ — $ — 2025 — — 280,745 280,745 2026 2,050,000 156,000 — 2,206,000 2027 — — 319,902 319,902 Total $ 2,050,000 $ 156,000 $ 600,647 $ 2,806,647 |
Schedule of future amortization expense of debt issuance costs | The following table summarizes expected amortization of debt issuance costs at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 5,312 2025 10,570 2026 8,471 2027 32 Total $ 24,385 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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, 2023 $ 35,163 Liabilities incurred 917 Liabilities associated with disposed assets (1) (3,126) Liabilities settled (222) Accretion expense 1,489 Balance at September 30, 2023 $ 34,221 (1) Relates to the sale of seven saltwater disposal wells and other long-lived assets within our Water Solutions segment (see Note 16). |
Schedule of future minimum payments under pipeline capacity agreement | The following table summarizes future minimum throughput payments under this agreement at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 15,217 2025 30,351 Total $ 45,568 |
Schedule of outstanding purchase commitments | At September 30, 2023, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: 2024 (six months) $ 233,260 2,911 $ 41,449 46,184 2025 — — 4,225 5,502 2026 — — 4,464 6,510 2027 — — 2,964 4,284 Total $ 233,260 2,911 $ 53,102 62,480 Index-Price Commodity Purchase Commitments: 2024 (six months) $ 3,451,428 40,388 $ 603,600 630,339 2025 2,186,634 28,717 12,512 13,568 2026 709,067 10,469 — — Total $ 6,347,129 79,574 $ 616,112 643,907 (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 September 30, 2023, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: 2024 (six months) $ 234,838 2,911 $ 179,311 172,855 2025 — — 10,557 12,363 2026 — — 4,377 5,660 2027 — — 2,900 4,016 2028 — — 52 60 Total $ 234,838 2,911 $ 197,197 194,954 Index-Price Commodity Sale Commitments: 2024 (six months) $ 3,018,599 34,044 $ 586,028 535,236 2025 1,341,901 17,011 25,439 23,389 2026 29,500 390 — — Total $ 4,390,000 51,445 $ 611,467 558,625 |
Schedule of future minimum payments under contractual commitments | The following table summarizes future minimum payments under these agreements at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 8,018 2025 3,867 2026 1,370 2027 1,362 2028 1,315 2029 1,248 Thereafter 3,205 Total $ 20,385 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of outstanding warrants | The following table summarizes the outstanding warrants at September 30, 2023: Issuance Date and Description Number of Warrants Exercise Price July 2, 2019 Premium warrants 10,000,000 $ 17.45 Par warrants 7,000,000 $ 14.54 October 31, 2019 Premium warrants 5,000,000 $ 16.28 Par warrants 3,500,000 $ 13.56 |
Schedule of Service Awards activity | The following table summarizes the Service Award activity during the six months ended September 30, 2023: Weighted-Average Grant Date Number of Fair Value Units Per Unit Unvested Service Award units at March 31, 2023 627,975 $2.15 Units forfeited (21,250) $2.15 Unvested Service Award units at September 30, 2023 606,725 $2.15 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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: September 30, 2023 March 31, 2023 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 81,411 $ (19,185) $ 63,553 $ (6,043) Level 2 measurements 70,639 (50,159) 25,128 (15,827) 152,050 (69,344) 88,681 (21,870) Netting of counterparty contracts (1) (20,029) 20,029 (6,670) 6,670 Net cash collateral held (51,239) (73) (47,686) (114) Commodity derivatives $ 80,782 $ (49,388) $ 34,325 $ (15,314) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master netting arrangements. |
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: September 30, 2023 March 31, 2023 (in thousands) Prepaid expenses and other current assets $ 79,943 $ 33,875 Other noncurrent assets 839 450 Accrued expenses and other payables (49,371) (14,752) Other noncurrent liabilities (17) (562) Net commodity derivative asset $ 31,394 $ 19,011 |
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 September 30, 2023: Crude oil fixed-price (1) October 2023–April 2024 (244) $ 57,216 Propane fixed-price (1) October 2023–March 2025 (649) 1,280 Refined products fixed-price (1) October 2023–December 2024 (111) (3,159) Butane fixed-price (1) October 2023–April 2024 (638) 2,384 Other October 2023–September 2024 24,985 82,706 Net cash collateral held (51,312) Net commodity derivative asset $ 31,394 At March 31, 2023: Crude oil fixed-price (1) April 2023–March 2024 1,069 $ 52,613 Propane fixed-price (1) April 2023–March 2025 (320) (4,047) Refined products fixed-price (1) April 2023–July 2024 (429) 4,468 Butane fixed-price (1) April 2023–March 2024 (830) 3,485 Other April 2023–September 2024 10,292 66,811 Net cash collateral held (47,800) Net commodity derivative asset $ 19,011 (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 September 30, 2023 (in thousands): 2026 Senior Secured Notes $ 2,027,792 2025 Notes $ 274,545 2026 Notes $ 306,706 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table summarizes revenues related to our segments for the periods indicated: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees $ 159,389 $ 130,217 $ 307,413 $ 250,526 Sale of recovered crude oil 31,101 27,472 54,118 65,921 Sale of water 1,768 3,365 6,209 9,173 Other service revenues 4,720 3,856 10,387 5,369 Non-Topic 606 revenues 266 — 419 — Total Water Solutions revenues 197,244 164,910 378,546 330,989 Crude Oil Logistics: Topic 606 revenues Crude oil sales 475,103 551,394 925,231 1,399,170 Crude oil transportation and other 12,242 22,812 24,288 43,407 Non-Topic 606 revenues 2,505 1,827 4,883 3,686 Elimination of intersegment sales (137) (1,250) (299) (6,109) Total Crude Oil Logistics revenues 489,713 574,783 954,103 1,440,154 Liquids Logistics: Topic 606 revenues Refined products sales 620,323 635,758 1,198,362 1,384,437 Propane sales 102,266 198,783 213,952 420,578 Butane sales 105,920 151,716 176,078 352,192 Other product sales 102,954 161,091 182,795 315,733 Service revenues 5,519 3,661 6,838 6,643 Non-Topic 606 revenues 217,157 118,745 346,526 256,104 Total Liquids Logistics revenues 1,154,139 1,269,754 2,124,551 2,735,687 Total revenues $ 1,841,096 $ 2,009,447 $ 3,457,200 $ 4,506,830 During the three months ended September 30, 2023 and 2022, our Liquids Logistics revenues included $31.6 million and $60.3 million of non-US revenues, respectively, and during the six months ended September 30, 2023 and 2022, our Liquids Logistics revenues included $51.2 million and $102.0 million of non-US revenues, respectively. The following tables summarize depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 6 and Note 7) and operating income (loss) by segment for the periods indicated. Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Depreciation and Amortization: Water Solutions $ 52,114 $ 51,388 $ 106,599 $ 101,298 Crude Oil Logistics 9,573 11,775 19,319 23,529 Liquids Logistics 2,448 3,465 5,727 6,914 Corporate and Other 5,653 5,814 11,353 11,669 Total $ 69,788 $ 72,442 $ 142,998 $ 143,410 Operating Income (Loss): Water Solutions $ 59,118 $ 47,128 $ 128,449 $ 100,733 Crude Oil Logistics 14,778 32,927 31,785 51,916 Liquids Logistics 23,577 1,653 31,408 28,293 Corporate and Other (11,443) (12,938) (33,592) (24,909) Total $ 86,030 $ 68,770 $ 158,050 $ 156,033 |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Water Solutions $ 38,842 $ 40,862 $ 77,798 $ 81,697 Crude Oil Logistics 1,930 2,144 2,904 6,277 Liquids Logistics 4,597 2,419 8,690 3,805 Corporate and Other 465 383 534 750 Total $ 45,834 $ 45,808 $ 89,926 $ 92,529 |
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, goodwill, intangible assets and operating lease right-of-use assets) and total assets by segment at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Long-lived assets, net: Water Solutions $ 2,742,444 $ 2,810,534 Crude Oil Logistics 848,992 870,999 Liquids Logistics (1) 357,407 363,736 Corporate and Other 36,894 39,363 Total $ 3,985,737 $ 4,084,632 (1) Includes $9.0 million and $12.5 million of non-US long-lived assets at September 30, 2023 and March 31, 2023, respectively. September 30, 2023 March 31, 2023 (in thousands) Total assets: Water Solutions $ 2,937,464 $ 3,009,869 Crude Oil Logistics 1,724,136 1,616,953 Liquids Logistics (1) 910,349 774,221 Corporate and Other 55,966 55,101 Total $ 5,627,915 $ 5,456,144 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table summarizes our related party transactions for the periods indicated: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Purchases from equity method investees $ 419 $ 381 $ 905 $ 879 Purchases from entities affiliated with management $ — $ — $ 100 $ — Accounts receivable from affiliates consist of the following at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) NGL Energy Holdings LLC $ 13,733 $ 11,688 Equity method investees 1,302 673 Entities affiliated with management — 1 Total $ 15,035 $ 12,362 Accounts payable to affiliates consist of the following at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Equity method investees $ 43 $ 64 Entities affiliated with management 1 1 Total $ 44 $ 65 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 66,931 2025 93,770 2026 25,234 2027 11,273 2028 1,848 2029 860 Thereafter 1,072 Total $ 200,988 |
Schedule of contract assets and liabilities | The following tables summarize the balances of our contract assets and liabilities at the dates indicated: September 30, 2023 March 31, 2023 (in thousands) Accounts receivable from contracts with customers $ 421,754 $ 425,760 Contract assets (current) $ — $ 10,050 Contract liabilities balance at March 31, 2023 $ 14,520 Payment received and deferred 24,034 Payment recognized in revenue (9,674) Contract liabilities balance at September 30, 2023 $ 28,880 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) Operating lease cost (1) $ 11,971 $ 13,482 $ 24,083 $ 27,160 Variable lease cost (1) 8,561 7,562 16,287 14,590 Short-term lease cost (1) 230 54 270 148 Finance lease cost Amortization of right-of-use asset (2) 1 1 2 1 Interest on lease obligation (3) 3 2 6 2 Total lease cost $ 20,766 $ 21,101 $ 40,648 $ 41,901 (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 September 30, 2023 (in thousands): Operating Finance Fiscal Year Ending March 31, Leases Lease (1) 2024 (six months) $ 21,842 $ 14 2025 32,461 28 2026 19,658 28 2027 13,529 28 2028 11,000 10 2029 4,908 — Thereafter 25,365 — Total lease payments 128,763 108 Less imputed interest (31,412) (24) Total lease obligations $ 97,351 $ 84 (1) At September 30, 2023, 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: Six Months Ended September 30, 2023 2022 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 24,266 $ 27,074 Operating cash outflows from finance lease $ 6 $ 2 Financing cash outflows from finance lease $ 8 $ 2 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 26,188 $ 7,846 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 noncancellable operating lease agreements at September 30, 2023 (in thousands): Fiscal Year Ending March 31, 2024 (six months) $ 8,617 2025 10,244 2026 10,507 2027 9,244 2028 6,293 2029 1,795 Total $ 46,700 |
Allowance for Current Expecte_3
Allowance for Current Expected Credit Loss (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Credit Loss [Abstract] | |
Schedule of allowance for expected credit losses | The following table summarizes changes in our allowance for expected credit losses for the period indicated: Accounts Receivable - Trade Notes Receivable and Other (in thousands) Balance at March 31, 2023 $ 1,964 $ 48 Change in provision for expected credit losses (19) 135 Write-offs charged against the provision (105) — Balance at September 30, 2023 $ 1,840 $ 183 |
Organization and Operations (De
Organization and Operations (Details) | 6 Months Ended |
Sep. 30, 2023 | |
Business Acquisition | |
Number of segments | 3 |
Liquids logistics | |
Business Acquisition | |
Number of owned terminals | 23 |
Number of common carrier pipelines | 9 |
Significant Accounting Polici_4
Significant Accounting Policies - Income Taxes (Details) - USD ($) | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax liability | $ 40,500,000 | $ 40,700,000 | |
Deferred tax benefit | $ 100,000 | $ 800,000 | |
Effective tax rate | 22.10% | 27.40% | |
Uncertain tax positions | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Inventory | ||
Propane | $ 86,077 | $ 46,910 |
Crude oil | 55,695 | 49,586 |
Total | 250,572 | 142,607 |
Butane Inventory | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | 84,072 | 18,384 |
Biodiesel Inventory | ||
Inventory | ||
Renewable Energy Related Inventory | 15,288 | 19,778 |
Diesel Inventory | ||
Inventory | ||
Energy Related Inventory, Crude Oil, Products and Merchandise | 2,519 | 2,536 |
Other natural gas liquids | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | $ 6,921 | $ 5,413 |
Significant Accounting Polici_6
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Investments in Unconsolidated Entities | ||
Carrying value | $ 20,900 | $ 21,090 |
Water Services and Land Company No. 1 | Water solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 15,388 | 15,036 |
Water Services And Land Company No. 2 | Water solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 10% | |
Carrying value | $ 3,008 | 3,511 |
Water Services and Land Company No. 3 | Water solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 2,175 | 2,071 |
Aircraft Company | Related Party | Corporate and other | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 204 | 308 |
Natural Gas Liquids Terminal Company | Liquids logistics | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 125 | $ 164 |
Significant Accounting Polici_7
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | Sep. 30, 2023 USD ($) bbl | Mar. 31, 2023 USD ($) bbl |
Other Assets, Noncurrent [Abstract] | ||
Linefill | $ 37,861 | $ 37,861 |
Loan receivable (2) | 7,439 | 8,592 |
Other | 9,904 | 6,896 |
Total | 57,696 | 57,977 |
Other Noncurrent Assets | ||
Minimum shipping fees - pipeline commitments | 6,800 | |
Other noncurrent assets | ||
Other Noncurrent Assets | ||
Minimum shipping fees - pipeline commitments | 2,492 | $ 4,628 |
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 | 502,686 | 502,686 |
Significant Accounting Polici_8
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Accounting Policies [Abstract] | ||
Derivative liabilities | $ 49,371 | $ 14,752 |
Accrued interest | 40,741 | 49,362 |
Accrued compensation and benefits | 20,138 | 27,013 |
Excise and other tax liabilities | 16,844 | 11,777 |
Product exchange liabilities | 9,037 | 4,047 |
Other | 27,984 | 26,665 |
Total | $ 164,115 | $ 133,616 |
Loss Per Common Unit (Details)
Loss Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss Per Common Unit | ||||
Net income | $ 28,285 | $ 3,607 | $ 47,848 | $ 26,713 |
Less: Net income attributable to noncontrolling interests | (257) | (97) | (519) | (342) |
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 28,028 | 3,510 | 47,329 | 26,371 |
Less: Distributions to preferred unitholders (1) | (34,744) | (30,436) | (68,541) | (57,981) |
Less: Net loss allocated to GP (2) | 7 | 27 | 21 | 32 |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (6,709) | $ (26,899) | $ (21,191) | $ (31,578) |
Limited Partner | ||||
Loss Per Common Unit | ||||
Basic weighted average common units outstanding (in units) | 131,927,343 | 130,695,970 | 131,927,343 | 130,695,970 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 131,927,343 | 130,695,970 | 131,927,343 | 130,695,970 |
BASIC AND DILUTED LOSS PER COMMON UNIT | $ (0.05) | $ (0.21) | $ (0.16) | $ (0.24) |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 24, 2023 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | |
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 3,074,698 | $ 3,074,698 | $ 3,121,564 | |||
Accumulated depreciation | (908,595) | (908,595) | (898,184) | |||
Net property, plant and equipment | 2,166,103 | 2,166,103 | 2,223,380 | |||
Finance lease, right-of-use asset | 100 | 100 | ||||
Depreciation expense | 48,667 | $ 48,806 | 98,311 | $ 95,857 | ||
Capitalized interest expense | 347 | $ 241 | 649 | $ 490 | ||
Gain (loss) on sales and write-downs of certain assets | 1,616 | 12,932 | ||||
Pacific Northwest Natural Gas Liquids Terminals | ||||||
Property, Plant and Equipment | ||||||
Number of terminals sold | 2 | |||||
Water solutions | ||||||
Property, Plant and Equipment | ||||||
Gain (loss) on sales and write-downs of certain assets | 2,080 | 13,407 | ||||
Crude oil logistics | ||||||
Property, Plant and Equipment | ||||||
Gain (loss) on sales and write-downs of certain assets | (465) | 335 | ||||
Liquids logistics | ||||||
Property, Plant and Equipment | ||||||
Gain (loss) on sales and write-downs of certain assets | 1 | (810) | ||||
Natural gas liquids terminal and storage assets | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 157,261 | $ 157,261 | 160,939 | |||
Natural gas liquids terminal and storage assets | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 2 years | 2 years | ||||
Natural gas liquids terminal and storage assets | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 30 years | 30 years | ||||
Pipeline and related facilities | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 265,211 | $ 265,211 | 265,253 | |||
Pipeline and related facilities | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 30 years | 30 years | ||||
Pipeline and related facilities | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 40 years | 40 years | ||||
Vehicles and railcars (1) | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 92,357 | $ 92,357 | 92,640 | |||
Vehicles and railcars (1) | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 3 years | 3 years | ||||
Vehicles and railcars (1) | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 25 years | 25 years | ||||
Water treatment facilities and equipment | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 2,003,684 | $ 2,003,684 | 2,040,792 | |||
Water treatment facilities and equipment | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 3 years | 3 years | ||||
Water treatment facilities and equipment | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 30 years | 30 years | ||||
Crude oil tanks and related equipment | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 222,527 | $ 222,527 | 221,881 | |||
Crude oil tanks and related equipment | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 2 years | 2 years | ||||
Crude oil tanks and related equipment | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 30 years | 30 years | ||||
Information technology equipment | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 36,931 | $ 36,931 | 35,884 | |||
Information technology equipment | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 3 years | 3 years | ||||
Information technology equipment | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 7 years | 7 years | ||||
Buildings and leasehold improvements | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 121,891 | $ 121,891 | 130,119 | |||
Buildings and leasehold improvements | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 3 years | 3 years | ||||
Buildings and leasehold improvements | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 40 years | 40 years | ||||
Land | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 81,912 | $ 81,912 | 89,474 | |||
Tank bottoms and linefill (2) | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | 35,072 | 35,072 | 40,001 | |||
Other | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 10,641 | $ 10,641 | 10,908 | |||
Other | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 3 years | 3 years | ||||
Other | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 20 years | 20 years | ||||
Construction in progress | ||||||
Property, Plant and Equipment | ||||||
Gross property, plant and equipment | $ 47,211 | $ 47,211 | $ 33,673 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 6 Months Ended | ||
Jul. 24, 2023 | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
Goodwill | |||
GOODWILL | $ 707,583 | $ 712,364 | |
Disposal (1) | (4,781) | ||
Pacific Northwest Natural Gas Liquids Terminals | |||
Goodwill | |||
Number of terminals sold | 2 | ||
Water solutions | |||
Goodwill | |||
GOODWILL | 283,310 | 283,310 | |
Disposal (1) | 0 | ||
Crude oil logistics | |||
Goodwill | |||
GOODWILL | 309,971 | 309,971 | |
Disposal (1) | 0 | ||
Liquids logistics | |||
Goodwill | |||
GOODWILL | 114,302 | $ 119,083 | |
Disposal (1) | $ (4,781) |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Amortizable | ||
Finite-lived intangible assets, gross | $ 1,423,473 | $ 1,639,273 |
Accumulated amortization | (406,653) | (580,860) |
Total | 1,016,820 | 1,058,413 |
Gross carrying amount of intangible assets | 1,423,473 | 1,639,528 |
Intangible assets, net of accumulated amortization | 1,016,820 | 1,058,668 |
Trade names | ||
Non-Amortizable | ||
Indefinite-lived intangible assets | $ 0 | 255 |
Customer relationships | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 18 years 9 months 18 days | |
Finite-lived intangible assets, gross | $ 980,468 | 1,196,468 |
Accumulated amortization | (306,439) | (492,002) |
Total | $ 674,029 | 704,466 |
Customer contracts | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 20 years 9 months 18 days | |
Finite-lived intangible assets, gross | $ 192,000 | 192,000 |
Accumulated amortization | (32,640) | (28,800) |
Total | $ 159,360 | 163,200 |
Service Agreements | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 20 years 2 months 12 days | |
Finite-lived intangible assets, gross | $ 7,799 | 7,799 |
Accumulated amortization | (2,557) | (2,427) |
Total | $ 5,242 | 5,372 |
Contract-Based Intangible Assets | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 30 years 4 months 24 days | |
Finite-lived intangible assets, gross | $ 94,994 | 94,875 |
Accumulated amortization | (16,648) | (15,138) |
Total | $ 78,346 | 79,737 |
Use Rights | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 16 years 1 month 6 days | |
Finite-lived intangible assets, gross | $ 99,869 | 99,869 |
Accumulated amortization | (29,477) | (26,453) |
Total | $ 70,392 | 73,416 |
Executory contracts and other agreements | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 24 years 6 months | |
Finite-lived intangible assets, gross | $ 21,640 | 21,570 |
Accumulated amortization | (6,076) | (5,037) |
Total | 15,564 | 16,533 |
Non-compete agreements | ||
Amortizable | ||
Finite-lived intangible assets, gross | 0 | 1,100 |
Accumulated amortization | 0 | (1,082) |
Total | $ 0 | 18 |
Debt issuance costs | ||
Amortizable | ||
Weighted-average remaining amortization period for intangible assets | 2 years 4 months 24 days | |
Finite-lived intangible assets, gross | $ 26,703 | 25,592 |
Accumulated amortization | (12,816) | (9,921) |
Total | $ 13,887 | $ 15,671 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Amortization related to intangible assets | |||||
Amortization expense | $ 18,466 | $ 20,640 | $ 39,342 | $ 41,542 | |
Future amortization expense of intangible assets | |||||
2024 (six months) | 34,953 | 34,953 | |||
2025 | 67,962 | 67,962 | |||
2026 | 65,807 | 65,807 | |||
2027 | 60,152 | 60,152 | |||
2028 | 57,300 | 57,300 | |||
2029 | 55,348 | 55,348 | |||
Thereafter | 675,298 | 675,298 | |||
Total | 1,016,820 | 1,016,820 | $ 1,058,413 | ||
Depreciation and amortization | |||||
Amortization related to intangible assets | |||||
Amortization expense | 16,859 | 19,312 | 36,194 | 38,921 | |
Cost of sales | |||||
Amortization related to intangible assets | |||||
Amortization expense | 65 | 69 | 130 | 137 | |
Interest expense | |||||
Amortization related to intangible assets | |||||
Amortization expense | 1,481 | 1,198 | 2,895 | 2,361 | |
Operating expenses | |||||
Amortization related to intangible assets | |||||
Amortization expense | $ 61 | $ 61 | $ 123 | $ 123 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 | Feb. 04, 2021 |
Long-Term Debt | |||
Face amount | $ 2,806,647 | $ 2,887,922 | |
Unamortized debt issuance costs | (24,385) | (30,117) | |
Long-term debt | $ 2,782,262 | 2,857,805 | |
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 | |
Unamortized debt issuance costs | (21,419) | (26,009) | |
Long-term debt | 2,028,581 | 2,023,991 | |
ABL Facility | |||
Long-Term Debt | |||
Outstanding debt | $ 156,000 | 138,000 | |
6.125% Senior Notes due 2025 | |||
Long-Term Debt | |||
Fixed interest rate | 6.125% | ||
Face amount | $ 280,745 | 380,020 | |
Unamortized debt issuance costs | (881) | (1,612) | |
Long-term debt | $ 279,864 | 378,408 | |
7.5% Senior Notes due 2026 | |||
Long-Term Debt | |||
Fixed interest rate | 7.50% | ||
Face amount | $ 319,902 | 319,902 | |
Unamortized debt issuance costs | (2,085) | (2,496) | |
Long-term debt | $ 317,817 | $ 317,406 |
Long-Term Debt - 2026 Senior Se
Long-Term Debt - 2026 Senior Secured Notes (Details) - 7.5% Senior Secured Notes due 2026 | Feb. 04, 2021 | Sep. 30, 2023 |
Long-Term Debt | ||
Fixed interest rate | 7.50% | 7.50% |
Debt instrument, total leverage ratio | 4.75 | |
Debt instrument, redemption description | We have the option to redeem all or a portion of the 2026 Senior Secured Notes at any time at fixed redemption prices contained within the Indenture. If we experience certain kinds of change of control triggering events, we will be required to offer to repurchase the 2026 Senior Secured Notes at 101% of the aggregate principal amount of the 2026 Senior Secured Notes repurchased plus accrued and unpaid interest on the 2026 Senior Secured Notes repurchased to, but not including, the date of purchase. |
Long-Term Debt - Asset-Based Cr
Long-Term Debt - Asset-Based Credit Facility (Details) - ABL Facility - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
Long-Term Debt | ||
Maximum borrowing capacity | $ 600,000 | |
Outstanding debt | $ 156,000 | $ 138,000 |
Revolving credit, 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. | |
Interest rate | 8.27% | |
Prime rate | ||
Long-Term Debt | ||
Reference rate | 8.50% | |
Interest rate margin added to variable rate base | 1.50% | |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Long-Term Debt | ||
Reference rate | 5.43% | |
Interest rate margin added to variable rate base | 2.50% | |
Letter of Credit | ||
Long-Term Debt | ||
Maximum borrowing capacity | $ 250,000 | |
Outstanding letters of credit | $ 139,000 | |
Fixed interest rate | 2.50% |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Apr. 15, 2024 | Sep. 30, 2023 | Sep. 30, 2023 | |
6.125% Senior Notes due 2025 | |||
Long-Term Debt | |||
Notes repurchased (1) | $ 99,275 | ||
Cash paid (excluding payments of accrued interest) | 91,982 | ||
Gain on early extinguishment of debt (2) | 6,906 | ||
Write off of debt issuance costs | $ 400 | ||
Debt instrument, redemption description | We currently 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. | ||
7.5% Senior Notes due 2026 | Subsequent Event | |||
Long-Term Debt | |||
Debt instrument, redemption description | 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 - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Maturities | ||
2024 (six months) | $ 0 | |
2025 | 280,745 | |
2026 | 2,206,000 | |
2027 | 319,902 | |
Face amount | 2,806,647 | $ 2,887,922 |
7.5% Senior Secured Notes due 2026 | ||
Maturities | ||
2024 (six months) | 0 | |
2025 | 0 | |
2026 | 2,050,000 | |
2027 | 0 | |
Face amount | 2,050,000 | 2,050,000 |
ABL Facility | ||
Maturities | ||
2024 (six months) | 0 | |
2025 | 0 | |
2026 | 156,000 | |
2027 | 0 | |
Outstanding debt | 156,000 | $ 138,000 |
Senior unsecured notes | ||
Maturities | ||
2024 (six months) | 0 | |
2025 | 280,745 | |
2026 | 0 | |
2027 | 319,902 | |
Face amount | $ 600,647 |
Long-Term Debt - Amortization o
Long-Term Debt - Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Amortization of debt issuance costs | $ 2,700 | $ 3,000 | $ 5,300 | $ 6,000 |
Expected Future Amortization of Debt Issuance Costs | ||||
2024 (six months) | 5,312 | 5,312 | ||
2025 | 10,570 | 10,570 | ||
2026 | 8,471 | 8,471 | ||
2027 | 32 | 32 | ||
Total | $ 24,385 | $ 24,385 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 111 Months Ended | ||
Feb. 15, 2023 | Aug. 01, 2018 | Jun. 30, 2023 | Sep. 30, 2023 | |
Loss Contingencies | ||||
Damages awarded | $ 36 | |||
Loss contingency, statutory interest and costs awarded, value | $ 22.3 | |||
Loss contingency, estimate of possible loss | 4 | |||
Loss contingency, interest accrual | $ 1.5 | |||
Litigation settlement, amount awarded to other party | $ 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 | Sep. 30, 2023 USD ($) |
Environmental matter | |
Environmental matters liability | $ 1.4 |
Commitments and Contingencies_3
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2023 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at beginning of period | $ 35,163 |
Liabilities incurred | 917 |
Liabilities associated with disposed assets (1) | (3,126) |
Liabilities settled | (222) |
Accretion expense | 1,489 |
Balance at end of period | $ 34,221 |
Number of saltwater disposal wells sold | 7 |
Commitments and Contingencies_4
Commitments and Contingencies - Pipeline Capacity Agreement (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2023 USD ($) | |
Customer contracts | |
Future minimum throughput payments | |
Number of months to continue shipping after maturity date of contract | 6 months |
Pipeline capacity agreement | |
Future minimum throughput payments | |
2024 (six months) | $ 15,217 |
2025 | 30,351 |
Total | $ 45,568 |
Commitments and Contingencies_5
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Sep. 30, 2023 USD ($) gal bbl |
Crude oil | Fixed-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 233,260 |
Purchase obligation, year one | 0 |
Purchase obligation, year two | 0 |
Purchase obligation, year three | 0 |
Purchase obligation | $ 233,260 |
Purchase obligation, volume, remainder of fiscal year | bbl | 2,911 |
Purchase obligation, volume, year one | bbl | 0 |
Purchase obligation, volume, year two | bbl | 0 |
Purchase obligation, volume, year three | bbl | 0 |
Purchase obligation, volume | bbl | 2,911 |
Crude oil | Index-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 3,451,428 |
Purchase obligation, year one | 2,186,634 |
Purchase obligation, year two | 709,067 |
Purchase obligation | $ 6,347,129 |
Purchase obligation, volume, remainder of fiscal year | bbl | 40,388 |
Purchase obligation, volume, year one | bbl | 28,717 |
Purchase obligation, volume, year two | bbl | 10,469 |
Purchase obligation, volume | bbl | 79,574 |
Natural Gas Liquids | Fixed-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 41,449 |
Purchase obligation, year one | 4,225 |
Purchase obligation, year two | 4,464 |
Purchase obligation, year three | 2,964 |
Purchase obligation | $ 53,102 |
Purchase obligation, volume, remainder of fiscal year | gal | 46,184 |
Purchase obligation, volume, year one | gal | 5,502 |
Purchase obligation, volume, year two | gal | 6,510 |
Purchase obligation, volume, year three | gal | 4,284 |
Purchase obligation, volume | gal | 62,480 |
Natural Gas Liquids | Index-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 603,600 |
Purchase obligation, year one | 12,512 |
Purchase obligation, year two | 0 |
Purchase obligation | $ 616,112 |
Purchase obligation, volume, remainder of fiscal year | gal | 630,339 |
Purchase obligation, volume, year one | gal | 13,568 |
Purchase obligation, volume, year two | gal | 0 |
Purchase obligation, volume | gal | 643,907 |
Commitments and Contingencies_6
Commitments and Contingencies - Sale Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Sep. 30, 2023 USD ($) gal bbl | Mar. 31, 2023 USD ($) |
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 31,394 | $ 19,011 |
Crude oil | Fixed-Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | 234,838 | |
Sales commitments, year one | 0 | |
Sales commitments, year two | 0 | |
Sales commitments, year three | 0 | |
Sales commitments, year four | 0 | |
Sales commitments | $ 234,838 | |
Sales commitments, volume, remainder of fiscal year | bbl | 2,911 | |
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 | 2,911 | |
Crude oil | Index-Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 3,018,599 | |
Sales commitments, year one | 1,341,901 | |
Sales commitments, year two | 29,500 | |
Sales commitments | $ 4,390,000 | |
Sales commitments, volume, remainder of fiscal year | bbl | 34,044 | |
Sales commitments, volume, year one | bbl | 17,011 | |
Sales commitments, volume, year two | bbl | 390 | |
Sales commitments, volume | bbl | 51,445 | |
Natural Gas Liquids | Fixed-Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 179,311 | |
Sales commitments, year one | 10,557 | |
Sales commitments, year two | 4,377 | |
Sales commitments, year three | 2,900 | |
Sales commitments, year four | 52 | |
Sales commitments | $ 197,197 | |
Sales commitments, volume, remainder of fiscal year | gal | 172,855 | |
Sales commitments, volume, year one | gal | 12,363 | |
Sales commitments, volume, year two | gal | 5,660 | |
Sales commitments, volume, year three | gal | 4,016 | |
Sales commitments, volume, year four | gal | 60 | |
Sales commitments, volume | gal | 194,954 | |
Natural Gas Liquids | Index-Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 586,028 | |
Sales commitments, year one | 25,439 | |
Sales commitments, year two | 0 | |
Sales commitments | $ 611,467 | |
Sales commitments, volume, remainder of fiscal year | gal | 535,236 | |
Sales commitments, volume, year one | gal | 23,389 | |
Sales commitments, volume, year two | gal | 0 | |
Sales commitments, volume | gal | 558,625 | |
Prepaid expenses and other current assets | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 66,300 | |
Accrued expenses and other payables | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 49,300 |
Commitments and Contingencies_7
Commitments and Contingencies - Other Commitments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 (six months) | $ 8,018 |
2025 | 3,867 |
2026 | 1,370 |
2027 | 1,362 |
2028 | 1,315 |
2029 | 1,248 |
Thereafter | 3,205 |
Total | $ 20,385 |
Equity - Partnership Equity (De
Equity - Partnership Equity (Details) - NGL Energy Partners LP | 6 Months Ended |
Sep. 30, 2023 | |
Limited Partner | |
Equity | |
Ownership interest in NGL Energy Holdings LLC | 8.69% |
NGL Energy Holdings LLC | |
Equity | |
General partner interest | 0.10% |
NGL Limited Partners | |
Equity | |
Limited partner interest | 99.90% |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 33 Months Ended |
Sep. 30, 2023 $ / shares shares | Sep. 30, 2023 shares | Sep. 30, 2023 USD ($) $ / shares shares | |
Preferred Units | |||
Preferred stock, amount of preferred dividends in arrears | $ 321.2 | ||
Series B Preferred Stock | |||
Preferred Units | |||
Preferred units, issued and outstanding (in units) | shares | 12,585,642 | 12,585,642 | 12,585,642 |
Preferred units, dividend payment terms | The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.40% for the quarter ended September 30, 2023) plus a spread of 7.213%. Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161%, in accordance with the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), and the rules implementing the LIBOR Act. | ||
Preferred stock, per share amounts of preferred dividends in arrears | $ / shares | $ 0.8044 | $ 7.0047 | |
Preferred stock, amount of preferred dividends in arrears | $ 99 |
Equity - Class C Preferred Unit
Equity - Class C Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 33 Months Ended | |
Apr. 15, 2024 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Preferred Units | ||||
Preferred stock, amount of preferred dividends in arrears | $ 321.2 | |||
Series C Preferred Stock | ||||
Preferred Units | ||||
Preferred units, issued and outstanding (in units) | 1,800,000 | 1,800,000 | 1,800,000 | |
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). | |||
Preferred stock, per share amounts of preferred dividends in arrears | $ 0.6016 | $ 6.6173 | ||
Preferred stock, amount of preferred dividends in arrears | $ 13.3 | |||
Series C Preferred Stock | Subsequent Event | ||||
Preferred Units | ||||
Preferred units, dividend payment terms | On and after April 15, 2024, distributions on the Class C Preferred Units will accumulate at a percentage of the $25.00 liquidation preference equal to the applicable three-month LIBOR interest rate (or alternative rate as determined in accordance with the amended and restated limited partnership agreement (the “Partnership Agreement”)) plus a spread of 7.384%. |
Equity - Class D Preferred Unit
Equity - Class D Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 33 Months Ended | |||
Jul. 01, 2024 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Oct. 31, 2019 | Jul. 02, 2019 | |
Class of Stock | ||||||
Preferred stock, amount of preferred dividends in arrears | $ 321.2 | |||||
Series D Preferred Stock | ||||||
Class of Stock | ||||||
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 is 10.00% (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 0.50% rate increase due to a Class D distribution payment default, as defined within the Partnership Agreement | |||||
Preferred stock, per share amounts of preferred dividends in arrears | $ 27.31 | $ 306.96 | ||||
Preferred stock, amount of preferred dividends in arrears | $ 208.9 | |||||
Series D Preferred Stock | Subsequent Event | ||||||
Class of Stock | ||||||
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 accordance with 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. | |||||
Limited Partner | ||||||
Class of Stock | ||||||
Warrants outstanding (in units) | 25,500,000 | 25,500,000 | 25,500,000 | |||
Premium Warrants | Class D Preferred Units First Issuance | ||||||
Class of Stock | ||||||
Warrants outstanding (in units) | 10,000,000 | |||||
Warrants, exercise price | $ 17.45 | |||||
Premium Warrants | Class D Preferred Units Second Issuance | ||||||
Class of Stock | ||||||
Warrants outstanding (in units) | 5,000,000 | |||||
Warrants, exercise price | $ 16.28 | |||||
Par Warrants | Class D Preferred Units First Issuance | ||||||
Class of Stock | ||||||
Warrants outstanding (in units) | 7,000,000 | |||||
Warrants, exercise price | $ 14.54 | |||||
Par Warrants | Class D Preferred Units Second Issuance | ||||||
Class of Stock | ||||||
Warrants outstanding (in units) | 3,500,000 | |||||
Warrants, exercise price | $ 13.56 |
Equity - Equity-Based Incentive
Equity - Equity-Based Incentive Compensation (Details) - Restricted units - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
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 | ||
Forfeited Service Award units weighted-average grant date fair value per unit | $ 2.15 | ||||
Number of units available for grant | 0 | 0 | |||
Expense recorded | $ 400,000 | $ 500,000 | $ 900,000 | $ 1,000,000 | |
Service Award Activity | |||||
Unvested restricted units at the beginning of the period (in units) | 627,975 | ||||
Units forfeited (in units) | (21,250) | ||||
Unvested restricted units at the end of the period (in units) | 606,725 | 606,725 | |||
Expense to be recognized by November 15, 2023 | |||||
Equity-Based Incentive Compensation | |||||
Estimated future expense to be recorded by November 15, 2023 | $ 200,000 | $ 200,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Commodity Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Derivative assets (liabilities) | ||
Net commodity derivative asset | $ 31,394 | $ 19,011 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 66,300 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 49,300 | |
Commodity contracts | ||
Assets: | ||
Derivative assets | 152,050 | 88,681 |
Netting of counterparty contracts, assets | (20,029) | (6,670) |
Net cash collateral held | (51,239) | (47,686) |
Commodity derivatives | 80,782 | 34,325 |
Liabilities: | ||
Derivative liabilities | (69,344) | (21,870) |
Netting of counterparty contracts, liabilities | 20,029 | 6,670 |
Net cash collateral held | (73) | (114) |
Commodity derivatives | (49,388) | (15,314) |
Derivative assets (liabilities) | ||
Net commodity derivative asset | 31,394 | 19,011 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 79,943 | 33,875 |
Commodity contracts | Other noncurrent assets | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | 839 | 450 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (49,371) | (14,752) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net commodity derivative asset | (17) | (562) |
Level 1 | Commodity contracts | ||
Assets: | ||
Derivative assets | 81,411 | 63,553 |
Liabilities: | ||
Derivative liabilities | (19,185) | (6,043) |
Level 2 | Commodity contracts | ||
Assets: | ||
Derivative assets | 70,639 | 25,128 |
Liabilities: | ||
Derivative liabilities | $ (50,159) | $ (15,827) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | Sep. 30, 2023 USD ($) bbl | Mar. 31, 2023 USD ($) bbl |
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 82,706 | $ 66,811 |
Net cash collateral held | (51,312) | (47,800) |
Net commodity derivative asset | 31,394 | 19,011 |
Fixed-price contract | Crude oil | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 57,216 | 52,613 |
Fixed-price contract | Propane | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | 1,280 | (4,047) |
Fixed-price contract | Refined products | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | (3,159) | 4,468 |
Fixed-price contract | Butane | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 2,384 | $ 3,485 |
Fixed-price contract | Long | Crude oil | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | 1,069 | |
Fixed-price contract | Short | Crude oil | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (244) | |
Fixed-price contract | Short | Propane | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (649) | (320) |
Fixed-price contract | Short | Refined products | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (111) | (429) |
Fixed-price contract | Short | Butane | ||
Derivative contract information | ||
Net Long (Short) Notional Units (in barrels) | bbl | (638) | (830) |
Other | ||
Derivative contract information | ||
Fair Value of Net Assets (Liabilities) | $ 24,985 | $ 10,292 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Gains (Losses) from Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Net adjustments to fair value of commodity derivatives | $ (13,900) | $ 28,000 | $ (1,004) | $ (13,075) |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jul. 01, 2024 | Apr. 15, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | |
Series B Preferred Stock | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.40% for the quarter ended September 30, 2023) plus a spread of 7.213%. Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161%, in accordance with the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), and the rules implementing the LIBOR Act. | |||
Series B Preferred Stock | London Interbank Offered Rate | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.40% for the quarter ended September 30, 2023) plus a spread of 7.213%. Effective July 3, 2023, the reference to LIBOR in the formulation for the distribution rate in these securities was replaced with three-month CME Term SOFR, as calculated and published by CME Group Benchmark Administration, Ltd., plus a tenor spread adjustment of 0.26161% in accordance with the LIBOR Act and the rules implementing the LIBOR Act. | |||
Series C Preferred Stock | ||||
Interest Rate Risk | ||||
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 | Subsequent Event | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | On and after April 15, 2024, distributions on the Class C Preferred Units 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 accordance with the amended and restated limited partnership agreement (the “Partnership Agreement”)) plus a spread of 7.384%. | |||
Series C Preferred Stock | Subsequent Event | London Interbank Offered Rate | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | On and after April 15, 2024, distributions on the Class C Preferred Units 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 accordance with the Partnership Agreement) plus a spread of 7.384%. | |||
Series D Preferred Stock | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | The current distribution rate for the Class D Preferred Units is 10.00% (equal to $100.00 per every $1,000 in unit value per year), and includes an additional 0.50% rate increase due to a Class D distribution payment default, as defined within the Partnership Agreement | |||
Series D Preferred Stock | Subsequent Event | ||||
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 accordance with 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 D Preferred Stock | Subsequent Event | London Interbank Offered Rate | ||||
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 accordance with the Partnership Agreement) plus the Class D Variable Rate. Each Class D Variable Rate election shall be effective for at least four quarters following such election. | |||
ABL Facility | ||||
Interest Rate Risk | ||||
Outstanding debt | $ 156,000 | $ 138,000 | ||
Interest rate | 8.27% |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
7.5% Senior Secured Notes due 2026 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | $ 2,027,792 |
6.125% Senior Notes due 2025 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | 274,545 |
7.5% Senior Notes due 2026 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | $ 306,706 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | |
Segment information | |||||
Number of segments | 3 | ||||
Total Revenues | $ 1,841,096 | $ 2,009,447 | $ 3,457,200 | $ 4,506,830 | |
Depreciation and amortization, including amortization of debt issuance costs | 69,788 | 72,442 | 142,998 | 143,410 | |
Operating Income | 86,030 | 68,770 | 158,050 | 156,033 | |
Acquisition of property, plant and equipment and intangible assets | 45,834 | 45,808 | 89,926 | 92,529 | |
Long-lived assets, net | 3,985,737 | 3,985,737 | $ 4,084,632 | ||
Total assets | 5,627,915 | 5,627,915 | 5,456,144 | ||
Total Cost of Sales | 1,578,448 | 1,764,120 | 2,957,777 | 4,019,131 | |
Operating segment | Water solutions | |||||
Segment information | |||||
Non-Topic 606 revenues | 266 | 0 | 419 | 0 | |
Total Revenues | 197,244 | 164,910 | 378,546 | 330,989 | |
Depreciation and amortization, including amortization of debt issuance costs | 52,114 | 51,388 | 106,599 | 101,298 | |
Operating Income | 59,118 | 47,128 | 128,449 | 100,733 | |
Acquisition of property, plant and equipment and intangible assets | 38,842 | 40,862 | 77,798 | 81,697 | |
Long-lived assets, net | 2,742,444 | 2,742,444 | 2,810,534 | ||
Total assets | 2,937,464 | 2,937,464 | 3,009,869 | ||
Total Cost of Sales | 7,424 | 920 | 9,993 | 11,145 | |
Operating segment | Water solutions | Disposal service fees | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 159,389 | 130,217 | 307,413 | 250,526 | |
Operating segment | Water solutions | Crude oil sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 31,101 | 27,472 | 54,118 | 65,921 | |
Operating segment | Water solutions | Sale of water | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 1,768 | 3,365 | 6,209 | 9,173 | |
Operating segment | Water solutions | Other revenues | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 4,720 | 3,856 | 10,387 | 5,369 | |
Operating segment | Crude oil logistics | |||||
Segment information | |||||
Non-Topic 606 revenues | 2,505 | 1,827 | 4,883 | 3,686 | |
Total Revenues | 489,713 | 574,783 | 954,103 | 1,440,154 | |
Depreciation and amortization, including amortization of debt issuance costs | 9,573 | 11,775 | 19,319 | 23,529 | |
Operating Income | 14,778 | 32,927 | 31,785 | 51,916 | |
Acquisition of property, plant and equipment and intangible assets | 1,930 | 2,144 | 2,904 | 6,277 | |
Long-lived assets, net | 848,992 | 848,992 | 870,999 | ||
Total assets | 1,724,136 | 1,724,136 | 1,616,953 | ||
Total Cost of Sales | 454,927 | 514,199 | 880,226 | 1,336,569 | |
Operating segment | Crude oil logistics | Crude oil sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 475,103 | 551,394 | 925,231 | 1,399,170 | |
Operating segment | Crude oil logistics | Crude oil transportation and other | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 12,242 | 22,812 | 24,288 | 43,407 | |
Operating segment | Liquids logistics | |||||
Segment information | |||||
Non-Topic 606 revenues | 217,157 | 118,745 | 346,526 | 256,104 | |
Total Revenues | 1,154,139 | 1,269,754 | 2,124,551 | 2,735,687 | |
Depreciation and amortization, including amortization of debt issuance costs | 2,448 | 3,465 | 5,727 | 6,914 | |
Operating Income | 23,577 | 1,653 | 31,408 | 28,293 | |
Acquisition of property, plant and equipment and intangible assets | 4,597 | 2,419 | 8,690 | 3,805 | |
Long-lived assets, net | 357,407 | 357,407 | 363,736 | ||
Total assets | 910,349 | 910,349 | 774,221 | ||
Total Cost of Sales | 1,119,478 | 1,249,001 | 2,066,725 | 2,671,417 | |
Operating segment | Liquids logistics | Other revenues | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 5,519 | 3,661 | 6,838 | 6,643 | |
Operating segment | Liquids logistics | Refined products sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 620,323 | 635,758 | 1,198,362 | 1,384,437 | |
Operating segment | Liquids logistics | Propane sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 102,266 | 198,783 | 213,952 | 420,578 | |
Operating segment | Liquids logistics | Butane sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 105,920 | 151,716 | 176,078 | 352,192 | |
Operating segment | Liquids logistics | Other product sales | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | 102,954 | 161,091 | 182,795 | 315,733 | |
Elimination of intersegment sales | Crude oil logistics | |||||
Segment information | |||||
Topic 606 revenues, excluding assessed tax | (137) | (1,250) | (299) | (6,109) | |
Corporate and other | |||||
Segment information | |||||
Depreciation and amortization, including amortization of debt issuance costs | 5,653 | 5,814 | 11,353 | 11,669 | |
Operating Income | (11,443) | (12,938) | (33,592) | (24,909) | |
Acquisition of property, plant and equipment and intangible assets | 465 | 383 | 534 | 750 | |
Long-lived assets, net | 36,894 | 36,894 | 39,363 | ||
Total assets | 55,966 | 55,966 | 55,101 | ||
Total Cost of Sales | (3,381) | 0 | 833 | 0 | |
Non-US | Liquids logistics | |||||
Segment information | |||||
Total Revenues | 31,600 | $ 60,300 | 51,200 | $ 102,000 | |
Long-lived assets, net | 9,000 | 9,000 | 12,500 | ||
Total assets | $ 37,100 | $ 37,100 | $ 32,300 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - Related Party - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Transactions with Affiliates | |||||
Accounts receivable-affiliates | $ 15,035 | $ 15,035 | $ 12,362 | ||
Accounts payable-affiliates | 44 | 44 | 65 | ||
Equity method investment | |||||
Transactions with Affiliates | |||||
Purchases from related party | 419 | $ 381 | 905 | $ 879 | |
Accounts receivable-affiliates | 1,302 | 1,302 | 673 | ||
Accounts payable-affiliates | 43 | 43 | 64 | ||
Affiliated Entity | |||||
Transactions with Affiliates | |||||
Purchases from related party | 0 | $ 0 | 100 | $ 0 | |
Accounts receivable-affiliates | 0 | 0 | 1 | ||
Accounts payable-affiliates | 1 | 1 | 1 | ||
NGL Energy Holdings LLC | |||||
Transactions with Affiliates | |||||
Accounts receivable-affiliates | $ 13,733 | $ 13,733 | $ 11,688 |
Transactions with Affiliates _2
Transactions with Affiliates - Other Related Party Transactions (Details) - Related Party | Sep. 30, 2023 USD ($) |
Transactions with Affiliates | |
Outstanding loan balance | $ 2,100,000 |
Guarantor obligation | $ 0 |
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 | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net adjustments to fair value of commodity derivatives | $ (13,900) | $ 28,000 | $ (1,004) | $ (13,075) |
Liquids logistics | ||||
Net adjustments to fair value of commodity derivatives | $ 57,100 | $ 58,800 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue expected to be recognized as of September 30, 2023 | $ 200,988 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue expected to be recognized as of September 30, 2023 | $ 66,931 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue expected to be recognized as of September 30, 2023 | $ 93,770 |
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, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue expected to be recognized as of September 30, 2023 | $ 25,234 |
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, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue expected to be recognized as of September 30, 2023 | $ 11,273 |
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, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue expected to be recognized as of September 30, 2023 | $ 1,848 |
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, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue expected to be recognized as of September 30, 2023 | $ 860 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue expected to be recognized as of September 30, 2023 | $ 1,072 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years 3 months |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Accounts receivable from contracts with customers | $ 421,754 | $ 425,760 |
Contract assets (current) | 0 | 10,050 |
Contract liabilities balance | 28,880 | $ 14,520 |
Payment received and deferred | 24,034 | |
Payment recognized in revenue | $ (9,674) |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease, Cost [Abstract] | ||||
Operating lease cost (1) | $ 11,971 | $ 13,482 | $ 24,083 | $ 27,160 |
Variable lease cost (1) | 8,561 | 7,562 | 16,287 | 14,590 |
Short-term lease cost (1) | 230 | 54 | 270 | 148 |
Amortization of right-of-use asset (2) | 1 | 1 | 2 | 1 |
Interest on lease obligation (3) | 3 | 2 | 6 | 2 |
Total lease cost | $ 20,766 | $ 21,101 | $ 40,648 | $ 41,901 |
Leases - Lessee Maturities of L
Leases - Lessee Maturities of Lease Obligations (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases, Operating [Abstract] | |
2024 (six months) | $ 21,842 |
2025 | 32,461 |
2026 | 19,658 |
2027 | 13,529 |
2028 | 11,000 |
2029 | 4,908 |
Thereafter | 25,365 |
Total lease payments | 128,763 |
Less imputed interest | (31,412) |
Total lease obligations | 97,351 |
Finance Lease, Liability [Abstract] | |
2024 (six months) | 14 |
2025 | 28 |
2026 | 28 |
2027 | 28 |
2028 | 10 |
2029 | 0 |
Thereafter | 0 |
Total lease payments | 108 |
Less imputed interest | (24) |
Total lease obligations | $ 84 |
Finance lease, liability, statement of financial position [extensible enumeration] | Accounts Payable and Accrued Liabilities, Other Liabilities |
Finance lease, liability, current | $ 100 |
Finance lease, liability, noncurrent | $ 100 |
Leases - Lessee Supplemental Ca
Leases - Lessee Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 24,266 | $ 27,074 |
Operating cash outflows from finance lease | 6 | 2 |
Financing cash outflows from finance lease | 8 | 2 |
Operating leases right-of-use assets obtained in exchange for lease obligations | 26,188 | 7,846 |
Finance lease right-of-use assets obtained in exchange for lease obligations | $ 0 | $ 102 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Lease Payments Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
2024 (six months) | $ 8,617 | $ 8,617 | ||
2025 | 10,244 | 10,244 | ||
2026 | 10,507 | 10,507 | ||
2027 | 9,244 | 9,244 | ||
2028 | 6,293 | 6,293 | ||
2029 | 1,795 | 1,795 | ||
Total | 46,700 | 46,700 | ||
Operating lease income | $ 4,300 | $ 3,300 | $ 8,700 | $ 6,800 |
Operating lease, lease income, statement of income or comprehensive income [extensible enumeration] | Total Revenues | Total Revenues | Total Revenues | Total Revenues |
Sublease revenue | $ 1,100 | $ 900 | $ 2,100 | $ 1,100 |
Acquisition of property, plant and equipment and intangible assets | $ 45,834 | $ 45,808 | $ 89,926 | $ 92,529 |
Allowance for Current Expecte_4
Allowance for Current Expected Credit Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
Accounts Receivable-Trade, Allowance for Expected Credit Loss | ||
Accounts receivable-trade, allowance for expected credit loss | $ 1,840 | $ 1,964 |
Change in provision for expected credit losses | (19) | |
Write-offs charged against the provision | (105) | |
Notes Receivable and Other, Allowance for Expected Credit Loss | ||
Notes receivable and other, allowance for expected credit loss | 183 | $ 48 |
Change in provision for expected credit losses | 135 | |
Write-offs charged against the provision | $ 0 |
Other Matters - Sale of Certain
Other Matters - Sale of Certain Water Disposal Assets in Eagle Ford Basin (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 21, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Cash received from sale of saltwater disposal wells | $ 23,908 | $ 14,054 | |
Eagle Ford Assets | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Total consideration | $ 3,000 | ||
Cash received from sale of saltwater disposal wells | 50 | ||
Loan receivable from sale of saltwater disposal wells | 2,950 | ||
Loss on disposal | $ 5,400 |
Other Matters - Sale of Certa_2
Other Matters - Sale of Certain Water Disposal Assets in Pinedale Anticline Basin (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 25, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Proceeds from sales of assets | $ 23,908 | $ 14,054 | |
Anticline Assets | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||
Total consideration | $ 8,700 | ||
Consideration allocated to termination of contract | 7,800 | ||
Proceeds from sales of assets | 900 | ||
Loss on disposal | $ 21,100 |
Other Matters -Sale of Certain
Other Matters -Sale of Certain Natural Gas Liquids Terminals (Details) - Pacific Northwest Natural Gas Liquids Terminals $ in Millions | Jul. 24, 2023 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |
Number of terminals sold | 2 |
Total consideration | $ 16 |
Gain on disposal | $ (6.9) |