Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 132,512,766 | |
Entity Central Index Key | 0001504461 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2025 | |
Document Fiscal Period Focus | Q1 | |
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 | 3 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 5,269 | $ 38,909 |
Accounts receivable-trade, allowance for expected credit loss | 2,173 | 1,671 |
Inventories | 158,710 | 130,907 |
Prepaid expenses and other current assets | 72,385 | 126,933 |
Assets held for sale | 0 | 66,597 |
Total current assets | 990,257 | 1,178,934 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $1,049,187 and $1,011,274, respectively | 2,125,421 | 2,096,702 |
PROPERTY, PLANT AND EQUIPMENT, accumulated depreciation | (1,049,187) | (1,011,274) |
GOODWILL | 634,282 | 634,282 |
INTANGIBLE ASSETS, net of accumulated amortization of $347,932 and $332,560, respectively | 928,687 | 939,978 |
INTANGIBLE ASSETS, accumulated amortization | (347,932) | (332,560) |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 19,219 | 20,305 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 91,544 | 97,155 |
OTHER NONCURRENT ASSETS | 50,169 | 52,738 |
Total assets | 4,839,579 | 5,020,094 |
CURRENT LIABILITIES: | ||
Accrued expenses and other payables | 175,513 | 213,757 |
Advance payments received from customers | 25,439 | 17,313 |
Current maturities of long-term debt | 7,846 | 7,000 |
Operating lease obligations | 28,033 | 31,090 |
Liabilities held for sale | 0 | 614 |
Total current liabilities | 864,551 | 977,347 |
Long-term debt, net | 3,018,427 | 2,843,822 |
Debt issuance costs, noncurrent, net | (47,337) | (49,178) |
OPERATING LEASE OBLIGATIONS | 67,270 | 70,573 |
OTHER NONCURRENT LIABILITIES | 124,067 | 129,185 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
Redeemable noncontrolling interest | 174 | 0 |
EQUITY: | ||
General partner, representing a 0.1% interest, 132,645 and 132,645 notional units, respectively | (52,853) | (52,834) |
Limited partners, representing a 99.9% interest, 132,512,766 and 132,512,766 common units issued and outstanding, respectively | (101,095) | 134,807 |
Accumulated other comprehensive loss | (523) | (499) |
Noncontrolling interests | 20,105 | 18,237 |
Total equity | 213,993 | 448,070 |
Total liabilities and equity | 4,839,579 | 5,020,094 |
Nonrelated Party | ||
CURRENT ASSETS: | ||
Accounts receivable-trade, net of allowance for expected credit losses of $2,173 and $1,671, respectively | 752,392 | 814,087 |
CURRENT LIABILITIES: | ||
Accounts payable | 627,714 | 707,536 |
Related Party | ||
CURRENT ASSETS: | ||
Accounts receivable-affiliates | 1,501 | 1,501 |
CURRENT LIABILITIES: | ||
Accounts payable | $ 6 | $ 37 |
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% | |
General Partner | ||
EQUITY: | ||
General partner, notional units outstanding (in units) | 132,645 | 132,645 |
Limited Partner | ||
EQUITY: | ||
Limited partners, common units issued and outstanding (in units) | 132,512,766 | 132,512,766 |
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 | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Total Revenues | $ 1,387,259 | $ 1,616,104 |
Total Cost of Sales | 1,173,208 | 1,379,329 |
OPERATING COSTS AND EXPENSES: | ||
Operating | 72,533 | 76,681 |
General and administrative | 15,014 | 20,291 |
Depreciation and amortization | 62,219 | 68,979 |
Gain on disposal or impairment of assets, net | (10,666) | (1,196) |
Operating Income | 74,951 | 72,020 |
OTHER INCOME (EXPENSE): | ||
Equity in earnings of unconsolidated entities | 300 | 91 |
Interest expense | (69,739) | (59,522) |
Gain on early extinguishment of liabilities, net | 0 | 6,808 |
Other income, net | 167 | 306 |
Income Before Income Taxes | 5,679 | 19,703 |
INCOME TAX BENEFIT (EXPENSE) | 4,796 | (140) |
Net Income | 10,475 | 19,563 |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (792) | (262) |
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 9,683 | 19,301 |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (19,112) | $ (14,482) |
Limited Partner | ||
Basic loss per common unit | $ (0.14) | $ (0.11) |
Diluted loss per common unit | $ (0.14) | $ (0.11) |
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 132,512,766 | 131,927,343 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 132,512,766 | 131,927,343 |
Limited Partner | ||
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 132,512,766 | 131,927,343 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 132,512,766 | 131,927,343 |
Operating segment | Water Solutions | ||
Total Revenues | $ 181,410 | $ 181,302 |
Total Cost of Sales | 1,000 | 2,569 |
OPERATING COSTS AND EXPENSES: | ||
Operating Income | 84,358 | 69,331 |
Operating segment | Crude Oil Logistics | ||
Total Revenues | 280,103 | 464,390 |
Total Cost of Sales | 249,497 | 425,299 |
OPERATING COSTS AND EXPENSES: | ||
Operating Income | 14,089 | 17,007 |
Operating segment | Liquids Logistics | ||
Total Revenues | 925,746 | 970,412 |
Total Cost of Sales | 922,711 | 947,247 |
OPERATING COSTS AND EXPENSES: | ||
Operating Income | (11,550) | 7,831 |
Corporate and other | ||
Total Cost of Sales | 0 | 4,214 |
OPERATING COSTS AND EXPENSES: | ||
Operating Income | $ (11,946) | $ (22,149) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 10,475 | $ 19,563 |
Other comprehensive (loss) income | (24) | 16 |
Comprehensive income | $ 10,451 | $ 19,579 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | General Partner | Preferred Partner | Limited Partner | Accumulated other comprehensive (loss) income | Noncontrolling Interests |
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 | ||||||
Contributions from noncontrolling interest owners | 0 | |||||
Distributions to noncontrolling interest owners | (377) | (377) | ||||
Equity issued pursuant to incentive compensation plan | 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, 2024 | 14,385,642 | 132,512,766 | ||||
Beginning Balance at Mar. 31, 2024 | 448,070 | (52,834) | $ 348,359 | $ 134,807 | (499) | 18,237 |
Increase (Decrease) in Partnership Capital | ||||||
Contributions from noncontrolling interest owners | 1,793 | 1,619 | ||||
Distributions to preferred unitholders (Note 8) | (245,604) | (245,604) | ||||
Distributions to noncontrolling interest owners | (543) | (543) | ||||
Net (loss) income | 10,475 | (19) | $ 9,702 | 792 | ||
Other comprehensive loss | (24) | (24) | ||||
Ending Balance (in units) at Jun. 30, 2024 | 14,385,642 | 132,512,766 | ||||
Ending Balance at Jun. 30, 2024 | $ 213,993 | $ (52,853) | $ 348,359 | $ (101,095) | $ (523) | $ 20,105 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING ACTIVITIES: | ||
Net income | $ 10,475 | $ 19,563 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization, including amortization of debt issuance costs | 65,192 | 73,210 |
Gain on early extinguishment of liabilities, net | 0 | (6,808) |
Equity-based compensation expense | 0 | 474 |
Gain on disposal or impairment of assets, net | (10,666) | (1,196) |
Change in provision for expected credit losses | 636 | (9) |
Net adjustments to fair value of derivatives | 12,976 | (12,890) |
Equity in earnings of unconsolidated entities | (300) | (91) |
Distributions of earnings from unconsolidated entities | 475 | 333 |
Lower of cost or net realizable value adjustments | 4,234 | 5,991 |
Other | (97) | 739 |
Changes in operating assets and liabilities, exclusive of acquisitions: | ||
Accounts receivable-trade and affiliates | 60,991 | 141,016 |
Inventories | (36,817) | (49,022) |
Other current and noncurrent assets | 34,098 | 24,206 |
Accounts payable-trade and affiliates | (81,189) | (153,931) |
Other current and noncurrent liabilities | (78,067) | 13,526 |
Net cash (used in) provided by operating activities | (18,059) | 55,111 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (59,923) | (35,801) |
Net settlements of derivatives | 2,029 | 12,430 |
Proceeds from sales of assets | 15,879 | 21,131 |
Proceeds from divestitures of businesses and investments, net | 69,320 | 0 |
Investments in unconsolidated entities | 0 | (258) |
Distributions of capital from unconsolidated entities | 911 | 1,057 |
Net cash provided by (used in) investing activities | 28,216 | (1,441) |
FINANCING ACTIVITIES: | ||
Proceeds from borrowings under ABL Facility | 389,000 | 528,000 |
Payments on ABL Facility | (220,000) | (486,000) |
Payments on Term Loan B | (1,750) | 0 |
Proceeds from borrowings on other long-term debt | 6,360 | 0 |
Repayment and repurchase of senior unsecured notes | 0 | (91,982) |
Debt issuance costs | (328) | (472) |
Contributions from noncontrolling interest owners | 1,793 | 0 |
Distributions to preferred unitholders | (218,091) | 0 |
Distributions to noncontrolling interest owners | (543) | (377) |
Payments to settle contingent consideration liabilities | (233) | (480) |
Principal payments of finance lease | (5) | (4) |
Net cash used in financing activities | (43,797) | (51,315) |
Net (decrease) increase in cash and cash equivalents | (33,640) | 2,355 |
Cash and cash equivalents, beginning of period | 38,909 | 5,431 |
Cash and cash equivalents, end of period | 5,269 | 7,786 |
Supplemental cash flow information: | ||
Cash interest paid | 98,231 | 25,561 |
Income taxes paid (net of income tax refunds) | 1,523 | 1,352 |
Supplemental non-cash investing and financing activities: | ||
Distributions declared but not paid to preferred unitholders | 27,513 | 0 |
Accrued capital expenditures | $ 26,472 | $ 15,324 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Jun. 30, 2024 | |
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 master limited partnership. NGL Energy Holdings LLC serves as our general partner (“GP”). At June 30, 2024, 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 storage tanks and 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 | 3 Months Ended |
Jun. 30, 2024 | |
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 on Form 10-Q. The unaudited condensed consolidated balance sheet at March 31, 2024 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2024 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on June 6, 2024. 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, 2025. 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 $31.8 million and $38.0 million at June 30, 2024 and March 31, 2024, 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 decrease in the deferred tax liability during the three months ended June 30, 2024 was due to the sale of our ranches in April 2024, one ranch of which was treated as a corporation for federal income tax purposes (see Note 15). The deferred tax liability is the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation. For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis. The deferred tax benefit recorded during the three months ended June 30, 2024 was $5.7 million with an effective tax rate of 19.4%. The deferred tax benefit recorded during the three months ended June 30, 2023 was $0.1 million with an effective tax rate of 22.3%. We evaluate uncertain tax positions for recognition and measurement in the unaudited condensed consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the unaudited condensed consolidated financial statements. We had no uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at June 30, 2024 or March 31, 2024. Inventories Our inventories are valued at the lower of cost or net realizable value, with cost determined using either the weighted-average cost or the first in, first out (FIFO) methods, including the cost of transportation and storage, and with net realizable value defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In performing this analysis, we consider fixed-price forward commitments. Inventories consist of the following at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Butane $ 48,677 $ 20,400 Propane 45,876 34,225 Crude oil 40,573 44,056 Biodiesel 12,437 18,919 Diesel 4,709 5,361 Other 6,438 7,946 Total $ 158,710 $ 130,907 Investments in Unconsolidated Entities Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. Investments in partnerships and limited liability companies, unless our investment is considered to be minor, and investments in unincorporated joint ventures are also accounted for using the equity method of accounting. Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Interest June 30, 2024 March 31, 2024 (in thousands) Water services and land company Water Solutions 50% $ 14,277 $ 15,228 Water services and land company Water Solutions 10% 2,856 2,926 Water services and land company Water Solutions 50% 1,982 2,026 Natural gas liquids terminal company Liquids Logistics 50% 104 125 Total $ 19,219 $ 20,305 Other Noncurrent Assets Other noncurrent assets consist of the following at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Linefill (1) $ 37,715 $ 37,861 Loan receivable (2) 2,380 4,776 Minimum shipping fees - pipeline commitments (3) — 356 Other 10,074 9,745 Total $ 50,169 $ 52,738 (1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2024 and March 31, 2024, linefill consisted of 501,093 and 502,686 barrels of crude oil, respectively. 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. At June 30, 2024 and March 31, 2024, the loan receivable balance (which includes interest receivable) was $5.1 million and $7.5 million, respectively, of which $2.8 million and $2.7 million, respectively, are recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets. (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. At June 30, 2024 and March 31, 2024, the deficiency credit was $3.6 million and $4.6 million, respectively, of which $3.6 million and $4.3 million, respectively, are recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets. Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Accrued compensation and benefits $ 40,484 $ 34,708 Distributions payable 27,513 — Accrued interest (1) 25,673 58,335 Derivative liabilities 22,268 36,679 Excise and other tax liabilities 15,118 18,003 Product exchange liabilities 4,537 3,366 Other (1) 39,920 62,666 Total $ 175,513 $ 213,757 (1) Includes amounts accrued related to the LCT Capital, LLC (“LCT”) legal matter at March 31, 2024. On June 13, 2024, we paid LCT $63.3 million related to the legal judgment against us, of which $27.2 million represented interest and $0.1 million of costs awarded to LCT. Amounts in the table above do not include accrued expenses and other payables related to the sale of certain freshwater water solutions facilities, as these amounts have been classified as liabilities held for sale within our March 31, 2024 consolidated balance sheet (see Note 15). Variable Interest Entity We decide at the inception of each arrangement whether an entity in which an investment is made or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, an entity is a VIE if (1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity’s investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights. We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. During the three months ended June 30, 2024, we created a new aviation entity whereby we own a 90% interest and a member of our management owns a 10% interest as discussed in Note 15. We also executed a guarantee for the benefit of the lender that obligates us for the payment and performance of the aviation entity with respect to the repayment of the loan. At June 30, 2024, since we guaranteed the payment of the outstanding loan, we have concluded that the aviation entity is a VIE because the equity is not sufficient to fund the aviation entity’s activities without additional subordinated financial support. We have the power to make decisions that most significantly affect the economic performance of the aviation entity and have benefits through our ownership interest. Therefore, we have concluded that we are the primary beneficiary and will consolidate the aviation entity in our unaudited condensed consolidated financial statements and will include the noncontrolling interest as redeemable noncontrolling interest as discussed below. The following table summarizes the balances related to the VIE that are consolidated in our June 30, 2024 unaudited condensed consolidated balance sheet (excluding intercompany eliminations at the time of consolidation) as well as our equity in the VIE (in thousands): Prepaid expenses and other current assets $ 32 Property, plant and equipment, net 8,180 Accrued expenses and other payables (26) Current maturities of long-term debt (846) Long-term debt, net (5,498) Redeemable noncontrolling interest (174) Partnership's equity in VIE $ 1,668 Generally, the assets of the VIE can be used only to settle liabilities of the VIE and the liabilities of the VIE are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Partnership. In general, our maximum exposure to loss due to involvement with the VIE is limited to the amount of capital investment in the VIE, if any, or the potential obligation to perform on the guarantee of the outstanding loan. Noncontrolling Interests Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and any distributions that are paid. Noncontrolling interests are reported as a component of equity, unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in our consolidated balance sheet. The redeemable noncontrolling interest is adjusted at each balance sheet date to its maximum redemption value if the amount is greater than the carrying value. The following table summarizes changes in our redeemable noncontrolling interest in our unaudited condensed consolidated balance sheets (in thousands): Redeemable noncontrolling interest at March 31, 2024 $ — Contributions from noncontrolling interest owner (Note 15) 174 Redeemable noncontrolling interest at June 30, 2024 $ 174 Reclassifications We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. For the three months ended June 30, 2023, certain revenues are now included in Disposal Services Fees in Note 10. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. We are currently evaluating the ASU to determine its impact on our financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which includes amendments intended to improve the accounting for and disclosure of crypto assets. The ASU requires crypto assets to be measured at fair value each reporting period and for changes from remeasurement to be recognized in net income. The ASU also requires enhanced disclosures for both annual and interim reporting periods to provide investors with relevant information to analyze and assess the exposure and risk of significant individual crypto asset holdings. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, including interim periods during that fiscal year, with early adoption permitted and requires a cumulative-effect adjustment upon adoption. This ASU does not currently impact our financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which includes amendments intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2024, and interim periods within our fiscal year beginning April 1, 2025, with early adoption permitted and requires retrospective application. We are currently evaluating the ASU to determine its impact on our financial statement disclosures. In March 2020, the FASB issued ASU No. 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 No. 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 No. 2020-04 unchanged. On April 13, 2022, the ABL Facility (as defined herein) was amended to replace the LIBOR benchmark with SOFR (as defined herein) benchmark (as discussed further in Note 6). We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows. |
Loss Per Common Unit
Loss Per Common Unit | 3 Months Ended |
Jun. 30, 2024 | |
Earnings Per Unit [Abstract] | |
Loss Per Common Unit | Loss Per Common Unit The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Three Months Ended June 30, 2024 2023 Weighted average common units outstanding during the period: Common units - Basic 132,512,766 131,927,343 Common units - Diluted 132,512,766 131,927,343 For the three months ended June 30, 2024 and 2023, all potential common units or convertible securities were considered antidilutive. Our loss per common unit is as follows for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands, except per unit amounts) Net income $ 10,475 $ 19,563 Less: Net income attributable to noncontrolling interests (792) (262) Net income attributable to NGL Energy Partners LP 9,683 19,301 Less: Distributions to preferred unitholders (1) (28,814) (33,797) Less: Net loss allocated to GP (2) 19 14 Net loss allocated to common unitholders $ (19,112) $ (14,482) Basic and diluted loss per common unit $ (0.14) $ (0.11) (1) Includes distributions earned and declared for the three months ended June 30, 2024. Also includes cumulative distributions for the three months ended June 30, 2023 which were earned but not declared or paid (see Note 8 for a further discussion of the suspension of common unit and preferred unit distributions). (2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2024 March 31, 2024 (in years) (in thousands) Water treatment facilities and equipment 3 - 30 $ 2,069,380 $ 2,055,565 Pipeline and related facilities 30 - 40 266,158 266,129 Crude oil tanks and related equipment 2 - 30 226,365 226,048 Natural gas liquids terminal and storage assets 2 - 30 168,083 167,633 Buildings and leasehold improvements 3 - 40 122,827 122,878 Vehicles and railcars (1) 3 - 25 91,511 91,715 Land 70,270 70,270 Information technology equipment 3 - 7 33,970 33,907 Tank bottoms and linefill (2) 33,195 28,269 Other 3 - 20 2,552 2,552 Construction in progress 90,297 43,010 Gross property, plant and equipment 3,174,608 3,107,976 Accumulated depreciation (1,049,187) (1,011,274) Net property, plant and equipment $ 2,125,421 $ 2,096,702 (1) Includes a finance lease right-of-use asset of $0.1 million at June 30, 2024 and March 31, 2024. 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. Amounts in the table above do not include property, plant and equipment and accumulated depreciation related to the sale of certain freshwater water solutions facilities, certain saltwater disposal assets and certain real estate, as these amounts have been classified as assets held for sale within our March 31, 2024 consolidated balance sheet (see Note 15). The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands) Depreciation expense $ 47,919 $ 49,644 Capitalized interest expense $ 543 $ 302 We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the period indicated: Three Months Ended June 30, 2024 (in thousands) Water Solutions (1) $ 79 Crude Oil Logistics 22 Total $ 101 (1) Amounts do not include the gain recognized on the sale of certain freshwater water solutions facilities and certain saltwater disposal assets discussed in Note 15. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Our intangible assets consist of the following at the dates indicated: June 30, 2024 March 31, 2024 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Customer relationships 18.4 $ 905,113 $ (276,542) $ 628,571 $ 905,113 $ (265,621) $ 639,492 Customer commitments 20.0 192,000 (38,400) 153,600 192,000 (36,480) 155,520 Rights-of-way and easements 29.7 97,561 (19,000) 78,561 95,231 (18,187) 77,044 Water rights 25.3 36,068 (5,611) 30,457 36,068 (5,310) 30,758 Executory contracts and other agreements 24.1 19,332 (4,076) 15,256 17,854 (3,670) 14,184 Debt issuance costs (1) 4.7 18,746 (1,551) 17,195 18,473 (605) 17,868 Pipeline capacity rights 19.4 7,799 (2,752) 5,047 7,799 (2,687) 5,112 Total $ 1,276,619 $ (347,932) $ 928,687 $ 1,272,538 $ (332,560) $ 939,978 (1) Includes debt issuance costs related to the ABL Facility. Debt issuance costs related to the fixed-rate notes and Term Loan B (as defined herein) are reported as a reduction of the carrying amount of long-term debt. Amounts in the table above do not include intangible assets and accumulated amortization related to the sale of certain freshwater water solutions facilities and certain saltwater disposal assets, as these amounts have been classified as assets held for sale within our March 31, 2024 consolidated balance sheet (see Note 15). Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2024 2023 (in thousands) Depreciation and amortization $ 14,300 $ 19,335 Cost of sales 65 65 Interest expense 946 1,414 Operating expenses 62 62 Total $ 15,373 $ 20,876 The following table summarizes expected amortization of our intangible assets at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 44,530 2026 58,536 2027 57,772 2028 54,756 2029 52,170 2030 45,763 Thereafter 615,160 Total $ 928,687 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: June 30, 2024 March 31, 2024 Face Unamortized Book Face Unamortized Book (in thousands) Asset-based revolving credit facility (“ABL Facility”) $ 169,000 $ 169,000 $ — $ — Senior secured term loan "B" credit facility ("Term Loan B") 698,250 $ (16,933) 681,317 700,000 $ (17,549) 682,451 Senior secured notes: 8.125% Notes due 2029 (“2029 Senior Secured Notes”) 900,000 (12,191) 887,809 900,000 (12,845) 887,155 8.375% Notes due 2032 (“2032 Senior Secured Notes”) 1,300,000 (18,197) 1,281,803 1,300,000 (18,784) 1,281,216 Other long-term debt 6,360 (16) 6,344 — — — Total long-term debt 3,073,610 (47,337) 3,026,273 2,900,000 (49,178) 2,850,822 Less: Current maturities 7,846 — 7,846 7,000 — 7,000 Long-term debt $ 3,065,764 $ (47,337) $ 3,018,427 $ 2,893,000 $ (49,178) $ 2,843,822 (1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. The unamortized debt issuance costs for Term Loan B include a $4.9 million discount. 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 $200.0 million. At June 30, 2024, $169.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of $87.6 million. The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions. The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and a second priority lien on all of our other assets. All borrowings under the ABL Facility bear interest at a secured overnight financing rate (“SOFR”) or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio. The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for SOFR varies from 2.50% to 3.00%. In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility. Such commitment fee will be 0.50% per year, subject to a reduction to 0.375% in the event our fixed charge coverage ratio is greater than or equal to 1.75 to 1.00. At June 30, 2024, the borrowings under the ABL Facility had a weighted average interest rate of 8.42% calculated as weighted average SOFR rate of 5.34% plus a margin of 2.85% for SOFR borrowings and the prime rate of 8.50% plus a margin of 1.75% on the alternate base borrowings. On June 30, 2024, the interest rate in effect on letters of credit was 2.75%. The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The ABL Facility contains, as the only financial covenant, a fixed charge coverage ratio that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility). At June 30, 2024, no Cash Dominion Event had occurred. Compliance At June 30, 2024, we were in compliance with the covenants under the ABL Facility. Term Loan B The Term Loan B was issued at 99.25% of par for gross proceeds of $694.8 million. The Term Loan B was issued pursuant to a credit agreement dated February 2, 2024 (“Term Loan Credit Agreement”). The Term Loan B will mature on February 2, 2031 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ended June 30, 2024, with the balance payable on maturity. The Term Loan B is secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, 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 Term Loan B bears interest at a SOFR-based rate or an alternate base rate, in each case plus an applicable margin. The applicable margin for alternate base rate loans varies from 3.25% to 3.50% and the applicable margin for SOFR-based loans varies from 4.25% to 4.50%, in each case, depending on our consolidated first lien net leverage ratio (as defined in the Term Loan Credit Agreement). At June 30, 2024, the borrowings under the Term Loan B had an interest rate of SOFR of 5.34% plus a margin of 4.50%. The Term Loan Credit Agreement contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The Term Loan Credit Agreement requires that we maintain, on a quarterly basis, beginning with the quarter ended June 30, 2024, a debt service coverage rate (as defined in the Term Loan Credit Agreement) of no less than 1.1 to 1.0. At June 30, 2024, our debt service coverage rate was approximately 2.17 to 1.0. The Term Loan Credit Agreement contains other customary terms, events of default and covenants. Compliance At June 30, 2024, we were in compliance with the covenants under Term Loan B. Senior Secured Notes The 2029 Senior Secured Notes bear interest at 8.125% and the 2032 Senior Secured Notes bear interest at 8.375%. Interest on the 2029 Senior Secured Notes and 2032 Senior Secured Notes is payable on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2024. The 2029 Senior Secured Notes mature on February 15, 2029 and the 2032 Senior Secured Notes mature on February 15, 2032. The 2029 Senior Secured Notes and 2032 Senior Secured Notes were issued pursuant to an indenture dated February 2, 2024 (“Indenture”). The 2029 Senior Secured Notes and 2032 Senior Secured Notes are secured by first priority liens on substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, 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 consolidate, merge or transfer or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. The Indenture contains other customary terms, events of default and covenants. We have the option to redeem all or part of the 2029 Senior Secured Notes, at any time on or after February 15, 2026, at the redemption prices specified in the Indenture. We have the option to redeem all or part of the 2032 Senior Secured Notes, at any time on or after February 15, 2027, at the redemption prices specified in the Indenture. Compliance At June 30, 2024, we were in compliance with the covenants under the Indenture. Other Long-Term Debt On June 24, 2024, we entered into an equipment loan for $6.4 million with American Bank and Trust Company which bears interest at a rate of 8.5% and is secured by an airplane (see Note 15). We have an aggregate principal balance of $6.4 million at June 30, 2024. This loan matures on June 24, 2030. Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at June 30, 2024: Year Ending March 31, ABL Facility Term Loan B Senior Secured Notes Other Long-Term Debt Total (in thousands) 2025 (nine months) $ — $ 5,250 $ — $ 629 $ 5,879 2026 — 7,000 — 902 7,902 2027 — 7,000 — 983 7,983 2028 — 7,000 — 1,071 8,071 2029 169,000 7,000 900,000 1,167 1,077,167 2030 — 7,000 — 1,272 8,272 Thereafter — 658,000 1,300,000 336 1,958,336 Total $ 169,000 $ 698,250 $ 2,200,000 $ 6,360 $ 3,073,610 Amortization of Debt Issuance Costs Amortization expense for debt issuance costs related to long-term debt was $1.9 million and $2.7 million during the three months ended June 30, 2024 and 2023, respectively. The following table summarizes expected amortization of debt issuance costs at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 5,699 2026 7,598 2027 7,598 2028 7,598 2029 7,262 2030 4,961 Thereafter 6,621 Total $ 47,337 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies We are party to various claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop. Environmental Matters At June 30, 2024, we have an environmental liability, measured on an undiscounted basis, of $ 1.2 million 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 obligations, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands): Asset retirement obligations at March 31, 2024 $ 56,574 Liabilities incurred 303 Liabilities associated with disposed assets (1) (274) Liabilities settled (65) Accretion expense 1,003 Asset retirement obligations at June 30, 2024 $ 57,541 (1) Relates to the sale of certain saltwater disposal wells within our Water Solutions segment. 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. The future minimum throughput payments under this agreement at June 30, 2024 were $22.8 million, all of which will be recognized by March 31, 2025. Sales and Purchase Contracts We have entered into product sales and purchase contracts for which we expect the parties to physically settle and deliver the inventory in future periods. At June 30, 2024, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: Year ending March 31, 2025 (nine months) $ 79,160 1,108 $ 20,759 26,839 2026 — — 4,464 6,510 2027 — — 2,963 4,284 2028 — — 343 504 Total $ 79,160 1,108 $ 28,529 38,137 Index-Price Commodity Purchase Commitments: Year ending March 31, 2025 (nine months) $ 2,697,101 35,555 $ 832,640 852,709 2026 711,412 10,545 41,986 56,053 2027 — — 13,162 25,200 Total $ 3,408,513 46,100 $ 887,788 933,962 (1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive. At June 30, 2024, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: Year ending March 31, 2025 (nine months) $ 77,351 1,080 $ 69,815 72,187 2026 — — 5,642 6,837 2027 — — 3,300 4,366 2028 — — 298 400 Total $ 77,351 1,080 $ 79,055 83,790 Index-Price Commodity Sale Commitments: Year ending March 31, 2025 (nine months) $ 2,214,891 27,827 $ 769,895 662,740 2026 29,476 390 20,649 17,893 Total $ 2,244,367 28,217 $ 790,544 680,633 We account for the contracts shown in the tables above using the normal purchase and normal sale election. Under this accounting policy election, we do not record the physical contracts at fair value at each balance sheet date; instead, we record the purchase or sale at the contracted value once the delivery occurs. Contracts in the tables above may have offsetting derivative contracts (described in Note 9) or inventory positions (described in Note 2). Certain other forward purchase and sale contracts do not qualify for the normal purchase and normal sale election. These contracts are recorded at fair value in our unaudited condensed consolidated balance sheet and are not included in the tables above. These contracts are included in the derivative disclosures in Note 9 and represent $21.6 million of our prepaid expenses and other current assets and $20.2 million of our accrued expenses and other payables at June 30, 2024. Other Commitments We have noncancellable agreements for product storage, railcar spurs, capital projects and real estate. The following table summarizes future minimum payments under these agreements at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 26,421 2026 6,674 2027 6,395 2028 2,345 2029 2,128 2030 1,386 Thereafter 2,207 Total $ 47,556 |
Equity
Equity | 3 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, we owned 8.69% of our GP. Common Unit Repurchase Program On June 5, 2024, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $50.0 million of our outstanding common units from time to time in the open market or in other privately negotiated transactions. This program does not have a fixed expiration date. We did not repurchase any units under this program by the end of the quarter ended June 30, 2024. Suspension of Common Unit and Preferred Unit Distributions On February 4, 2021, the board of directors of our GP temporarily suspended all distributions, including 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. On April 4, 2024 and April 9, 2024, the board of directors of our GP declared cash distributions of the remaining outstanding distribution arrearages through March 31, 2024 to the preferred unitholders. The distributions were paid on April 18, 2024 and April 25, 2024, respectively. See below for further discussion. As of April 25, 2024, all preferred unit distributions in arrears have been paid. Class B Preferred Units As of June 30, 2024, there were 12,585,642 of our Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) outstanding. On April 4, 2024, the board of directors of our GP declared a cash distribution of $3.0224 which was 55.4% of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class B Preferred Units. The distribution amount of $38.0 million was paid on April 18, 2024 to the holders of record at the close of trading on April 12, 2024. On April 9, 2024, the board of directors of our GP declared a cash distribution of $2.4750 which fully paid the remaining distribution arrearages and interest through the quarter ended March 31, 2024 to the holders of the Class B Preferred Units. The distribution amount of $31.1 million, which included a distribution of $9.9 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024 to the holders of record at the close of trading on April 19, 2024. The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.30% for the quarter ended June 30, 2024) 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 (“LIBOR Act”), and the rules implementing the LIBOR Act. On June 21, 2024, the board of directors of our GP declared a cash distribution of $0.8153 for the quarter ended June 30, 2024 to the holders of the Class B Preferred Units. The distribution amount of $10.3 million was paid on July 15, 2024 to the holders of record at the close of trading on July 1, 2024 and is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2024. Class C Preferred Units As of June 30, 2024, there were 1,800,000 of our Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) outstanding. On April 4, 2024, the board of directors of our GP declared a cash distribution of $2.6790 which was 55.4% of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class C Preferred Units. The distribution amount of $4.8 million was paid on April 18, 2024 to the holders of record at the close of trading on April 12, 2024. On April 9, 2024, the board of directors of our GP declared a cash distribution of $2.1860 which fully paid the remaining distribution arrearages and interest through the quarter ended March 31, 2024 to the holders of the Class C Preferred Units. The distribution amount of $3.9 million, which included a distribution of $1.1 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024 to the holders of record at the close of trading on April 19, 2024. The current distribution rate for the Class C Preferred Units is a floating rate of the three-month LIBOR interest rate (5.30% for the quarter ended June 30, 2024) plus a spread of 7.384%. 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. On June 21, 2024, the board of directors of our GP declared a cash distribution of $0.7926 for the quarter ended June 30, 2024 to the holders of the Class C Preferred Units. The distribution amount of $1.4 million was paid on July 15, 2024 to the holders of record at the close of trading on July 1, 2024 and is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2024. Class D Preferred Units As of June 30, 2024, 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 June 30, 2024: 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. On April 4, 2024, the board of directors of our GP declared a cash distribution of 55.4% of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class D Preferred Units. The distribution amount of $77.1 million was paid on April 18, 2024 to the holders of record at the close of trading on April 12, 2024. On April 9, 2024, the board of directors of our GP declared a cash distribution which fully paid the remaining distribution arrearages and interest through the quarter ended March 31, 2024 to the holders of the Class D Preferred Units. The distribution amount of $63.0 million, which included a distribution of $16.4 million earned during the quarter ended March 31, 2024, was paid on April 25, 2024 to the holders of record at the close of trading on April 19, 2024. 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). On June 21, 2024, the board of directors of our GP declared a cash distribution for the quarter ended June 30, 2024 to the holders of the Class D Preferred Units. The distribution amount of $15.8 million was paid on July 15, 2024 to the holders of record at the close of trading on July 1, 2024 and is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2024. As of 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 our amended and restated limited partnership agreement (“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. The holders of the Class D Preferred Units have informed us that they have elected the floating rate for the calculation of the distributions. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table. Derivatives The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our derivative assets and liabilities reported in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2024 March 31, 2024 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 6,195 $ (11,941) $ 4,798 $ (7,517) Level 2 measurements 24,459 (23,139) 54,040 (37,345) 30,654 (35,080) 58,838 (44,862) Netting of counterparty contracts (1) (6,195) 6,195 (4,798) 4,798 Net cash collateral provided 944 5,189 630 2,719 Derivatives $ 25,403 $ (23,696) $ 54,670 $ (37,345) (1) Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a master netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such master netting arrangements. The following table summarizes the accounts that include our derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Prepaid expenses and other current assets $ 25,397 $ 54,670 Other noncurrent assets 6 — Accrued expenses and other payables (22,268) (36,679) Other noncurrent liabilities (1,428) (666) Net derivative asset $ 1,707 $ 17,325 The following table summarizes our open derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long (Short) Fair Value of (in thousands) At June 30, 2024: Crude oil fixed-price (1) July 2024–March 2025 (330) $ (596) Propane fixed-price (1) July 2024–March 2026 14,704 (3,349) Refined products fixed-price (1) July 2024–January 2025 (341) 136 Butane fixed-price (1) July 2024–March 2025 (1,157) (4,052) Variable-to-fixed interest rate swaps (2) July 2024–April 2026 69 Other July 2024–March 2025 3,366 (4,426) Net cash collateral provided 6,133 Net derivative asset $ 1,707 At March 31, 2024: Crude oil fixed-price (1) April 2024–March 2025 (174) $ (3,000) Propane fixed-price (1) April 2024–April 2025 6,980 1,870 Refined products fixed-price (1) April 2024–December 2024 (244) 518 Butane fixed-price (1) April 2024–March 2025 (982) (2,222) Variable-to-fixed interest rate swap (2) April 2024–April 2026 515 Other April 2024–March 2025 16,295 13,976 Net cash collateral provided 3,349 Net derivative asset $ 17,325 (1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. (2) In March and April 2024, we entered into interest rate swaps totaling $400.0 million to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B. Under these arrangements, we pay fixed interest rates of 4.32% and 4.79%, respectively, in exchange for SOFR-based variable interest through April 2026. Changes in the fair value of the interest rate swaps are recorded as a net gain or loss within interest expense in our unaudited condensed consolidated statement of operations. During the three months ended June 30, 2024, there was $0.3 million of net gains on our interest rate swaps. During the three months ended June 30, 2024 and 2023, we recorded net losses of $13.3 million and net gains of $12.9 million, respectively, from our commodity derivatives to revenues and cost of sales in our unaudited condensed consolidated statements of operations. Credit Risk We have credit policies that we believe minimize our overall credit risk, including an evaluation of potential counterparties’ financial condition (including credit ratings), collateral requirements under certain circumstances, and the use of industry standard master netting agreements, which allow for offsetting counterparty receivable and payable balances for certain transactions. At June 30, 2024, 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. At June 30, 2024, we had $169.0 million of outstanding borrowings under the ABL Facility at a weighted average interest rate of 8.42%. The Term Loan B is variable-rate debt with interest rates that are generally indexed to SOFR. At June 30, 2024, there was $698.3 million of outstanding borrowings under the Term Loan B with an interest rate of SOFR of 5.34% plus a margin of 4.50%. In March and April 2024, we entered into interest rate swaps totaling $400.0 million to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B. The current distribution rate for the Class B Preferred Units is a floating rate of the three-month LIBOR interest rate (5.30% for the quarter ended June 30, 2024) plus a spread of 7.213% (see Note 8 for a further discussion). The current distribution rate for the Class C Preferred Units is a floating rate of the three-month LIBOR interest rate (5.30% for the quarter ended June 30, 2024) plus a spread of 7.384% (see Note 8 for a further discussion). As of 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 our Partnership Agreement) plus a spread of 7.00% (see Note 8 for a further discussion ) . Fair Value of Fixed-Rate Notes The following table provides fair value estimates of our fixed-rate notes at June 30, 2024 (in thousands): 2029 Senior Secured Notes $ 917,625 2032 Senior Secured Notes $ 1,322,750 For the 2029 Senior Secured Notes and 2032 Senior Secured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy. |
Segments
Segments | 3 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segments | Segments Our operations are organized into three reportable segments: (i) Water Solutions, (ii) Crude Oil Logistics and (iii) Liquids Logistics, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Our Liquids Logistics reportable segment includes operating segments that have been aggregated based on the nature of the products and services provided. Operating income of these segments is reviewed by the chief operating decision maker to evaluate performance and make business decisions. Intersegment transactions are recorded based on prices negotiated between the segments and are eliminated upon consolidation. See Note 1 for a discussion of the products and services of our reportable segments. The remainder of our business operations is presented as “Corporate and Other” and consists of certain corporate expenses that are not allocated to the reportable segments. The following table summarizes revenues related to our segments for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees (1) $ 147,973 $ 149,395 Sale of recovered crude oil 30,776 23,017 Sale of water 2,285 4,441 Other service revenues (1) 361 4,296 Non-Topic 606 revenues 15 153 Total Water Solutions revenues 181,410 181,302 Crude Oil Logistics: Topic 606 revenues Crude oil sales 262,609 450,128 Crude oil transportation and other sales 15,816 12,046 Non-Topic 606 revenues 1,790 2,378 Elimination of intersegment sales (112) (162) Total Crude Oil Logistics revenues 280,103 464,390 Liquids Logistics: Topic 606 revenues Refined products sales 511,082 578,039 Propane sales 97,358 111,686 Butane sales 98,030 70,158 Other products sales 97,197 79,841 Service sales 2,327 1,319 Non-Topic 606 revenues 119,752 129,369 Total Liquids Logistics revenues 925,746 970,412 Total revenues $ 1,387,259 $ 1,616,104 (1) For the three months ended June 30, 2023, $1.4 million of revenue, which was included in Other Service Revenues in our June 30, 2023 Quarterly Report on Form 10-Q, is now included in Disposal Service Fees. During the three months ended June 30, 2024 and 2023, our Liquids Logistics revenues included $24.1 million and $19.6 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 5 and Note 6) and operating income (loss) by segment for the periods indicated. Three Months Ended June 30, 2024 2023 (in thousands) Depreciation and Amortization: Water Solutions $ 52,774 $ 54,485 Crude Oil Logistics 6,441 9,746 Liquids Logistics 2,476 3,279 Corporate and Other 3,501 5,700 Total $ 65,192 $ 73,210 Operating Income (Loss): Water Solutions $ 84,358 $ 69,331 Crude Oil Logistics 14,089 17,007 Liquids Logistics (11,550) 7,831 Corporate and Other (11,946) (22,149) Total $ 74,951 $ 72,020 The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Three Months Ended June 30, 2024 2023 (in thousands) Water Solutions $ 64,684 $ 38,956 Crude Oil Logistics 1,096 974 Liquids Logistics 3,556 4,093 Corporate and Other 8,195 69 Total $ 77,531 $ 44,092 The following tables summarize long-lived assets, net (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Long-lived assets, net: Water Solutions $ 2,618,570 $ 2,608,007 Crude Oil Logistics 826,723 827,248 Liquids Logistics (1) 293,694 298,595 Corporate and Other 40,947 34,267 Total $ 3,779,934 $ 3,768,117 (1) Includes $8.8 million and $10.2 million of non-US long-lived assets at June 30, 2024 and March 31, 2024, respectively. June 30, 2024 March 31, 2024 (in thousands) Total assets: Water Solutions $ 2,812,964 $ 2,818,444 Crude Oil Logistics 1,354,972 1,368,461 Liquids Logistics (1) 620,148 686,885 Corporate and Other 51,495 79,707 Assets held for sale — 66,597 Total $ 4,839,579 $ 5,020,094 (1) Includes $23.1 million and $22.1 million of non-US total assets at June 30, 2024 and March 31, 2024, respectively. |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Transactions with Affiliates The following table summarizes our related party transactions for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands) Purchases from equity method investees $ 19 $ 486 Purchases from entities affiliated with management $ — $ 100 Affiliate balances consist of the following at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Accounts receivable-affiliates Equity method investees $ 1,501 $ 1,501 Accounts payable-affiliates Equity method investees $ 5 $ 36 Entities affiliated with management 1 1 Total $ 6 $ 37 Other Related Party Transactions During the three months ended June 30, 2024, we created a new aviation entity whereby we own a 90% interest and a member of our management owns a 10% interest. See Note 15 for a further discussion. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customer | Revenue from Contracts with Customers We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation and we do not receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of June 30, 2024. The majority of our revenue agreements are in 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 10 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes net losses of $32.8 million and net gains of $1.7 million, respectively, during the three months ended June 30, 2024 and 2023, related to changes in the mark-to-market value of these contracts recorded 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 June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 102,107 2026 78,128 2027 59,781 2028 47,179 2029 45,173 2030 32,537 Thereafter 22,509 Total $ 387,414 Contract Assets and Liabilities The following tables summarize the balances of our contract assets and liabilities at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Accounts receivable from contracts with customers $ 386,656 $ 415,961 Contract assets (current) $ 3,831 $ — Contract liabilities at March 31, 2024 $ 16,933 Payment received and deferred 20,589 Payment recognized in revenue (12,466) Contract liabilities at June 30, 2024 $ 25,056 |
Leases
Leases | 3 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 2023 (in thousands) Operating lease cost (1) $ 11,229 $ 12,112 Variable lease cost (1) 7,586 7,726 Short-term lease cost (1) 623 40 Finance lease cost Amortization of right-of-use asset (2) 1 1 Interest on lease obligation (3) 3 3 Total lease cost $ 19,442 $ 19,882 (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 June 30, 2024 (in thousands): Operating Finance Year Ending March 31, Leases Lease (1) 2025 (nine months) $ 27,816 $ 21 2026 26,477 28 2027 20,304 28 2028 16,868 9 2029 7,992 — 2030 3,236 — Thereafter 20,316 — Total lease payments 123,009 86 Less imputed interest (27,706) (16) Total lease obligations $ 95,303 $ 70 (1) At June 30, 2024, 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 in our unaudited condensed consolidated balance sheet. The following table summarizes supplemental cash flow information related to our leases for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 11,235 $ 12,135 Operating cash outflows from finance lease $ 3 $ 3 Financing cash outflows from finance lease $ 5 $ 4 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 3,371 $ 17,337 Lessor Accounting and Subleases Our lessor arrangements include storage and railcar contracts. We also, from time to time, sublease certain of our storage capacity and railcars to third-parties. Fixed rental revenue is recognized on a straight-line basis over the lease term. During the three months ended June 30, 2024 and 2023, fixed rental revenue was $ 4.0 million 4.4 million The following table summarizes future minimum lease payments to be received under various noncancelable operating lease agreements at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 9,229 2026 10,952 2027 9,727 2028 6,655 2029 1,813 2030 1,064 Thereafter 1,806 Total $ 41,246 |
Allowance for Current Expected
Allowance for Current Expected Credit Loss | 3 Months Ended |
Jun. 30, 2024 | |
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 the sale of products and services and notes receivable from third-parties. A counterparty’s ability to pay is assessed through a credit process that considers the payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness and other risks. We can require prepayment or collateral to mitigate credit risks. We group our financial assets into pools of counterparties with similar risk characteristics for the purpose of determining the allowance for expected credit losses. Each reporting period, we assess whether a significant change in the risk of expected credit loss has occurred. Among the quantitative and qualitative factors considered in calculating our allowance for expected credit losses are historical financial data, including write-offs and allowances, current conditions, industry risk and current credit ratings. Financial assets will be written off in whole, or in part, when practical recovery efforts have been exhausted and no reasonable expectation of recovery exists. Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance for expected credit losses. We manage receivable pools using past due balances as a key credit quality indicator. The following table summarizes changes in our allowance for expected credit losses for the period indicated: Accounts Receivable - Trade Notes Receivable and Other (in thousands) Allowance for expected credit loss at March 31, 2024 $ 1,671 $ 152 Change in provision for expected credit losses 654 (18) Dispositions (see Note 15) (147) — Write-offs charged against the provision (5) — Allowance for expected credit loss at June 30, 2024 $ 2,173 $ 134 |
Other Matters
Other Matters | 3 Months Ended |
Jun. 30, 2024 | |
Other Matters [Abstract] | |
Other Matters | Other Matters Acquisition of Airplane As discussed in Note 11, during the three months ended June 30, 2024, we created a new aviation entity whereby we own a 90% interest and a member of our management owns a 10% interest. The aviation entity is considered a VIE (see Note 2). During the three months ended June 30, 2024, the aviation entity purchased an airplane for total consideration of $8.1 million, of which $1.7 million was paid in cash and $6.4 million was a note payable (see Note 6). We also executed a guarantee for the benefit of the lender for the outstanding loan. As part of this transaction, the noncontrolling interest holder has an option to require that we purchase its interest in the aviation entity. Due to this put option, activity for the noncontrolling interest holder has been recorded as redeemable noncontrolling interest in our June 30, 2024 unaudited condensed consolidated balance sheet (see Note 2). Dispositions Sale of Certain Freshwater Water Solutions Facilities On April 5, 2024, we sold approximately 122,250 acres of real estate on two ranches located in Eddy and Lea Counties, New Mexico and certain intangible assets to a third-party for total consideration of $69.3 million in cash , including working capital . Our two ranches include fee, state and federal agricultural leased property, certain water rights, freshwater wells, and related freshwater infrastructure. See below summary of assets and liabilities held for sale at March 31, 2024. We recorded a gain of $2.6 million on the sale within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the three months ended June 30, 2024. Sale of Certain Saltwater Disposal Assets On April 15, 2024, we sold certain saltwater disposal assets and intangible assets in the Delaware Basin to a third-party for total consideration of $4.2 million in cash . The buyer also assumed certain asset retirement obligations associated with the saltwater disposal assets. See below summary of assets and liabilities held for sale at March 31, 2024. As discussed below, we recorded a loss of $1.6 million to write down these assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024. We also recorded a gain of $0.1 million on the sale within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the three months ended June 30, 2024. Sale of Certain Real Estate On May 14, 2024, we sold approximately 1,400 acres of real estate located in Lea County, New Mexico to a third-party for total consideration of $8.0 million in cash. See below summary of assets and liabilities held for sale at March 31, 2024. We recorded a gain of $7.3 million on the sale within gain on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations for the three months ended June 30, 2024. Assets and Liabilities Held for Sale As previously reported, at March 31, 2024, we met the criteria for classifying the assets and liabilities of certain freshwater water solutions facilities, certain saltwater disposal assets and certain real estate as held for sale. Upon classification as held for sale, we recorded a loss of $1.6 million to write down certain saltwater disposal assets to fair value less cost to sell within loss on disposal or impairment of assets, net in our consolidated statement of operations for the year ended March 31, 2024, and a valuation allowance included in assets held for sale in our March 31, 2024 consolidated balance sheet. The following table summarizes the major classes of assets and liabilities classified as held for sale at March 31, 2024 (in thousands): Assets Held for Sale Accounts receivable-trade, net $ 565 Prepaid expenses and other current assets 13 Property, plant and equipment, net 14,354 Goodwill 4,108 Intangible assets, net 49,179 Valuation allowance on assets held for sale (1,622) Total assets held for sale $ 66,597 Liabilities Held for Sale Accounts payable-trade $ 63 Accrued expenses and other payables 31 Advance payments received from customers 164 Other noncurrent liabilities 356 Total liabilities held for sale $ 614 As these sale transactions did 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 5, 2024, we amended the Term Loan B agreement to reduce the SOFR margin from 4.50% to 3.75% (see Note 6 for a further discussion of the Term Loan B agreement). |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | $ 9,683 | $ 19,301 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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) | 3 Months Ended |
Jun. 30, 2024 | |
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 on Form 10-Q. The unaudited condensed consolidated balance sheet at March 31, 2024 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2024 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on June 6, 2024. 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, 2025. |
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 $31.8 million and $38.0 million at June 30, 2024 and March 31, 2024, 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 decrease in the deferred tax liability during the three months ended June 30, 2024 was due to the sale of our ranches in April 2024, one ranch of which was treated as a corporation for federal income tax purposes (see Note 15). The deferred tax liability is the tax effected cumulative temporary difference between the GAAP basis and tax basis of the acquired assets within the corporation. For GAAP purposes, certain of the acquired assets will be depreciated and amortized over time which will lower the GAAP basis. The deferred tax benefit recorded during the three months ended June 30, 2024 was $5.7 million with an effective tax rate of 19.4%. The deferred tax benefit recorded during the three months ended June 30, 2023 was $0.1 million with an effective tax rate of 22.3%. We evaluate uncertain tax positions for recognition and measurement in the unaudited condensed consolidated financial statements. To recognize a tax position, we determine whether it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the unaudited condensed consolidated financial statements. We had no uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at June 30, 2024 or March 31, 2024. |
Inventories | Inventories |
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. |
Variable Interest Entity | Variable Interest Entity We decide at the inception of each arrangement whether an entity in which an investment is made or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, an entity is a VIE if (1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity’s investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights. We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. |
Noncontrolling Interests | Noncontrolling Interests |
Reclassifications | Reclassifications We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. For the three months ended June 30, 2023, certain revenues are now included in Disposal Services Fees in Note 10. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. We are currently evaluating the ASU to determine its impact on our financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which includes amendments intended to improve the accounting for and disclosure of crypto assets. The ASU requires crypto assets to be measured at fair value each reporting period and for changes from remeasurement to be recognized in net income. The ASU also requires enhanced disclosures for both annual and interim reporting periods to provide investors with relevant information to analyze and assess the exposure and risk of significant individual crypto asset holdings. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2025, including interim periods during that fiscal year, with early adoption permitted and requires a cumulative-effect adjustment upon adoption. This ASU does not currently impact our financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which includes amendments intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU is effective for the Partnership’s fiscal year beginning April 1, 2024, and interim periods within our fiscal year beginning April 1, 2025, with early adoption permitted and requires retrospective application. We are currently evaluating the ASU to determine its impact on our financial statement disclosures. In March 2020, the FASB issued ASU No. 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 No. 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 No. 2020-04 unchanged. On April 13, 2022, the ABL Facility (as defined herein) was amended to replace the LIBOR benchmark with SOFR (as defined herein) benchmark (as discussed further in Note 6). We are continuing to evaluate the effect that this guidance will have on our financial position, results of operations and cash flows. |
Commitment and Contingencies (P
Commitment and Contingencies (Policies) | 3 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Asset Retirement Obligation | Asset Retirement Obligations |
Revenue from Contract with Cust
Revenue from Contract with Customer (Policies) | 3 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | We recognize revenue for services and products under revenue contracts as our obligations to either perform services or deliver or sell products under the contracts are satisfied. Our revenue contracts in scope under ASC 606 primarily have a single performance obligation and we do not receive material amounts of non-cash consideration. Our costs to obtain or fulfill our revenue contracts were not material as of June 30, 2024. The majority of our revenue agreements are in 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 10 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids Logistics segment includes net losses of $32.8 million and net gains of $1.7 million, respectively, during the three months ended June 30, 2024 and 2023, related to changes in the mark-to-market value of these contracts recorded Remaining Performance Obligations |
Allowance for Current Expecte_2
Allowance for Current Expected Credit Loss (Policies) | 3 Months Ended |
Jun. 30, 2024 | |
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 the sale of products and services and notes receivable from third-parties. A counterparty’s ability to pay is assessed through a credit process that considers the payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness and other risks. We can require prepayment or collateral to mitigate credit risks. We group our financial assets into pools of counterparties with similar risk characteristics for the purpose of determining the allowance for expected credit losses. Each reporting period, we assess whether a significant change in the risk of expected credit loss has occurred. Among the quantitative and qualitative factors considered in calculating our allowance for expected credit losses are historical financial data, including write-offs and allowances, current conditions, industry risk and current credit ratings. Financial assets will be written off in whole, or in part, when practical recovery efforts have been exhausted and no reasonable expectation of recovery exists. Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance for expected credit losses. We manage receivable pools using past due balances as a key credit quality indicator. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories consist of the following at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Butane $ 48,677 $ 20,400 Propane 45,876 34,225 Crude oil 40,573 44,056 Biodiesel 12,437 18,919 Diesel 4,709 5,361 Other 6,438 7,946 Total $ 158,710 $ 130,907 |
Schedule of investments in unconsolidated entities | Our investments in unconsolidated entities consist of the following at the dates indicated: Entity Segment Ownership Interest June 30, 2024 March 31, 2024 (in thousands) Water services and land company Water Solutions 50% $ 14,277 $ 15,228 Water services and land company Water Solutions 10% 2,856 2,926 Water services and land company Water Solutions 50% 1,982 2,026 Natural gas liquids terminal company Liquids Logistics 50% 104 125 Total $ 19,219 $ 20,305 |
Schedule of other noncurrent assets | Other noncurrent assets consist of the following at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Linefill (1) $ 37,715 $ 37,861 Loan receivable (2) 2,380 4,776 Minimum shipping fees - pipeline commitments (3) — 356 Other 10,074 9,745 Total $ 50,169 $ 52,738 (1) Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2024 and March 31, 2024, linefill consisted of 501,093 and 502,686 barrels of crude oil, respectively. 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. At June 30, 2024 and March 31, 2024, the loan receivable balance (which includes interest receivable) was $5.1 million and $7.5 million, respectively, of which $2.8 million and $2.7 million, respectively, are recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets. (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. At June 30, 2024 and March 31, 2024, the deficiency credit was $3.6 million and $4.6 million, respectively, of which $3.6 million and $4.3 million, respectively, are recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets. |
Schedule of accrued expenses and other payables | Accrued expenses and other payables consist of the following at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Accrued compensation and benefits $ 40,484 $ 34,708 Distributions payable 27,513 — Accrued interest (1) 25,673 58,335 Derivative liabilities 22,268 36,679 Excise and other tax liabilities 15,118 18,003 Product exchange liabilities 4,537 3,366 Other (1) 39,920 62,666 Total $ 175,513 $ 213,757 (1) Includes amounts accrued related to the LCT Capital, LLC (“LCT”) legal matter at March 31, 2024. On June 13, 2024, we paid LCT $63.3 million related to the legal judgment against us, of which $27.2 million represented interest and $0.1 million of costs awarded to LCT. Amounts in the table above do not include accrued expenses and other payables related to the sale of certain freshwater water solutions facilities, as these amounts have been classified as liabilities held for sale within our March 31, 2024 consolidated balance sheet (see Note 15). |
Schedule of variable interest entities | The following table summarizes the balances related to the VIE that are consolidated in our June 30, 2024 unaudited condensed consolidated balance sheet (excluding intercompany eliminations at the time of consolidation) as well as our equity in the VIE (in thousands): Prepaid expenses and other current assets $ 32 Property, plant and equipment, net 8,180 Accrued expenses and other payables (26) Current maturities of long-term debt (846) Long-term debt, net (5,498) Redeemable noncontrolling interest (174) Partnership's equity in VIE $ 1,668 |
Schedule of redeemable noncontrolling interest | The following table summarizes changes in our redeemable noncontrolling interest in our unaudited condensed consolidated balance sheets (in thousands): Redeemable noncontrolling interest at March 31, 2024 $ — Contributions from noncontrolling interest owner (Note 15) 174 Redeemable noncontrolling interest at June 30, 2024 $ 174 |
Loss Per Common Unit (Tables)
Loss Per Common Unit (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Earnings Per Unit [Abstract] | |
Schedule of weighted average number of units | The following table presents our calculation of basic and diluted weighted average common units outstanding for the periods indicated: Three Months Ended June 30, 2024 2023 Weighted average common units outstanding during the period: Common units - Basic 132,512,766 131,927,343 Common units - Diluted 132,512,766 131,927,343 For the three months ended June 30, 2024 and 2023, 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 June 30, 2024 2023 (in thousands, except per unit amounts) Net income $ 10,475 $ 19,563 Less: Net income attributable to noncontrolling interests (792) (262) Net income attributable to NGL Energy Partners LP 9,683 19,301 Less: Distributions to preferred unitholders (1) (28,814) (33,797) Less: Net loss allocated to GP (2) 19 14 Net loss allocated to common unitholders $ (19,112) $ (14,482) Basic and diluted loss per common unit $ (0.14) $ (0.11) (1) Includes distributions earned and declared for the three months ended June 30, 2024. Also includes cumulative distributions for the three months ended June 30, 2023 which were earned but not declared or paid (see Note 8 for a further discussion of the suspension of common unit and preferred unit distributions). (2) Net loss allocated to the GP includes distributions to which it is entitled as the holder of incentive distribution rights. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Our property, plant and equipment consists of the following at the dates indicated: Description Estimated June 30, 2024 March 31, 2024 (in years) (in thousands) Water treatment facilities and equipment 3 - 30 $ 2,069,380 $ 2,055,565 Pipeline and related facilities 30 - 40 266,158 266,129 Crude oil tanks and related equipment 2 - 30 226,365 226,048 Natural gas liquids terminal and storage assets 2 - 30 168,083 167,633 Buildings and leasehold improvements 3 - 40 122,827 122,878 Vehicles and railcars (1) 3 - 25 91,511 91,715 Land 70,270 70,270 Information technology equipment 3 - 7 33,970 33,907 Tank bottoms and linefill (2) 33,195 28,269 Other 3 - 20 2,552 2,552 Construction in progress 90,297 43,010 Gross property, plant and equipment 3,174,608 3,107,976 Accumulated depreciation (1,049,187) (1,011,274) Net property, plant and equipment $ 2,125,421 $ 2,096,702 (1) Includes a finance lease right-of-use asset of $0.1 million at June 30, 2024 and March 31, 2024. 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. Amounts in the table above do not include property, plant and equipment and accumulated depreciation related to the sale of certain freshwater water solutions facilities, certain saltwater disposal assets and certain real estate, as these amounts have been classified as assets held for sale within our March 31, 2024 consolidated balance sheet (see Note 15). |
Schedule of depreciation expense and capitalized interest expense | The following table summarizes depreciation expense and capitalized interest expense for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands) Depreciation expense $ 47,919 $ 49,644 Capitalized interest expense $ 543 $ 302 |
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 June 30, 2024 (in thousands) Water Solutions (1) $ 79 Crude Oil Logistics 22 Total $ 101 (1) Amounts do not include the gain recognized on the sale of certain freshwater water solutions facilities and certain saltwater disposal assets discussed in Note 15. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Our intangible assets consist of the following at the dates indicated: June 30, 2024 March 31, 2024 Description Weighted- Gross Carrying Accumulated Net Gross Carrying Accumulated Net (in years) (in thousands) Customer relationships 18.4 $ 905,113 $ (276,542) $ 628,571 $ 905,113 $ (265,621) $ 639,492 Customer commitments 20.0 192,000 (38,400) 153,600 192,000 (36,480) 155,520 Rights-of-way and easements 29.7 97,561 (19,000) 78,561 95,231 (18,187) 77,044 Water rights 25.3 36,068 (5,611) 30,457 36,068 (5,310) 30,758 Executory contracts and other agreements 24.1 19,332 (4,076) 15,256 17,854 (3,670) 14,184 Debt issuance costs (1) 4.7 18,746 (1,551) 17,195 18,473 (605) 17,868 Pipeline capacity rights 19.4 7,799 (2,752) 5,047 7,799 (2,687) 5,112 Total $ 1,276,619 $ (347,932) $ 928,687 $ 1,272,538 $ (332,560) $ 939,978 (1) Includes debt issuance costs related to the ABL Facility. Debt issuance costs related to the fixed-rate notes and Term Loan B (as defined herein) are reported as a reduction of the carrying amount of long-term debt. Amounts in the table above do not include intangible assets and accumulated amortization related to the sale of certain freshwater water solutions facilities and certain saltwater disposal assets, as these amounts have been classified as assets held for sale within our March 31, 2024 consolidated balance sheet (see Note 15). |
Schedule of amortization expense | Amortization expense is as follows for the periods indicated: Three Months Ended June 30, Recorded In 2024 2023 (in thousands) Depreciation and amortization $ 14,300 $ 19,335 Cost of sales 65 65 Interest expense 946 1,414 Operating expenses 62 62 Total $ 15,373 $ 20,876 |
Schedule of expected amortization of intangible assets | The following table summarizes expected amortization of our intangible assets at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 44,530 2026 58,536 2027 57,772 2028 54,756 2029 52,170 2030 45,763 Thereafter 615,160 Total $ 928,687 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Our long-term debt consists of the following at the dates indicated: June 30, 2024 March 31, 2024 Face Unamortized Book Face Unamortized Book (in thousands) Asset-based revolving credit facility (“ABL Facility”) $ 169,000 $ 169,000 $ — $ — Senior secured term loan "B" credit facility ("Term Loan B") 698,250 $ (16,933) 681,317 700,000 $ (17,549) 682,451 Senior secured notes: 8.125% Notes due 2029 (“2029 Senior Secured Notes”) 900,000 (12,191) 887,809 900,000 (12,845) 887,155 8.375% Notes due 2032 (“2032 Senior Secured Notes”) 1,300,000 (18,197) 1,281,803 1,300,000 (18,784) 1,281,216 Other long-term debt 6,360 (16) 6,344 — — — Total long-term debt 3,073,610 (47,337) 3,026,273 2,900,000 (49,178) 2,850,822 Less: Current maturities 7,846 — 7,846 7,000 — 7,000 Long-term debt $ 3,065,764 $ (47,337) $ 3,018,427 $ 2,893,000 $ (49,178) $ 2,843,822 (1) Debt issuance costs related to the ABL Facility are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. The unamortized debt issuance costs for Term Loan B include a $4.9 million discount. |
Schedule of maturities of long-term debt | The scheduled maturities of our long-term debt are as follows at June 30, 2024: Year Ending March 31, ABL Facility Term Loan B Senior Secured Notes Other Long-Term Debt Total (in thousands) 2025 (nine months) $ — $ 5,250 $ — $ 629 $ 5,879 2026 — 7,000 — 902 7,902 2027 — 7,000 — 983 7,983 2028 — 7,000 — 1,071 8,071 2029 169,000 7,000 900,000 1,167 1,077,167 2030 — 7,000 — 1,272 8,272 Thereafter — 658,000 1,300,000 336 1,958,336 Total $ 169,000 $ 698,250 $ 2,200,000 $ 6,360 $ 3,073,610 |
Schedule of future amortization expense of debt issuance costs | The following table summarizes expected amortization of debt issuance costs at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 5,699 2026 7,598 2027 7,598 2028 7,598 2029 7,262 2030 4,961 Thereafter 6,621 Total $ 47,337 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of change in asset retirement obligation | The following table summarizes changes in our asset retirement obligations, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands): Asset retirement obligations at March 31, 2024 $ 56,574 Liabilities incurred 303 Liabilities associated with disposed assets (1) (274) Liabilities settled (65) Accretion expense 1,003 Asset retirement obligations at June 30, 2024 $ 57,541 (1) Relates to the sale of certain saltwater disposal wells within our Water Solutions segment. |
Schedule of outstanding purchase commitments | At June 30, 2024, we had the following commodity purchase commitments: Crude Oil (1) Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Purchase Commitments: Year ending March 31, 2025 (nine months) $ 79,160 1,108 $ 20,759 26,839 2026 — — 4,464 6,510 2027 — — 2,963 4,284 2028 — — 343 504 Total $ 79,160 1,108 $ 28,529 38,137 Index-Price Commodity Purchase Commitments: Year ending March 31, 2025 (nine months) $ 2,697,101 35,555 $ 832,640 852,709 2026 711,412 10,545 41,986 56,053 2027 — — 13,162 25,200 Total $ 3,408,513 46,100 $ 887,788 933,962 (1) Our crude oil index-price purchase commitments exceed our crude oil index-price sales commitments (presented below) due primarily to our long-term purchase commitments for crude oil that we purchase and ship on the Grand Mesa Pipeline. As these purchase commitments are deliver-or-pay contracts, whereby our counterparty is required to pay us for any volumes not delivered, we have not entered into corresponding long-term sales contracts for volumes we may not receive. |
Schedule of outstanding sale commitments | At June 30, 2024, we had the following commodity sale commitments: Crude Oil Natural Gas Liquids Value Volume Value Volume (in thousands) Fixed-Price Commodity Sale Commitments: Year ending March 31, 2025 (nine months) $ 77,351 1,080 $ 69,815 72,187 2026 — — 5,642 6,837 2027 — — 3,300 4,366 2028 — — 298 400 Total $ 77,351 1,080 $ 79,055 83,790 Index-Price Commodity Sale Commitments: Year ending March 31, 2025 (nine months) $ 2,214,891 27,827 $ 769,895 662,740 2026 29,476 390 20,649 17,893 Total $ 2,244,367 28,217 $ 790,544 680,633 |
Schedule of future minimum payments under contractual commitments | The following table summarizes future minimum payments under these agreements at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 26,421 2026 6,674 2027 6,395 2028 2,345 2029 2,128 2030 1,386 Thereafter 2,207 Total $ 47,556 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of outstanding warrants | The following table summarizes the outstanding warrants at June 30, 2024: 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 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value measurements of assets and liabilities | The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our derivative assets and liabilities reported in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2024 March 31, 2024 Derivative Derivative Derivative Derivative (in thousands) Level 1 measurements $ 6,195 $ (11,941) $ 4,798 $ (7,517) Level 2 measurements 24,459 (23,139) 54,040 (37,345) 30,654 (35,080) 58,838 (44,862) Netting of counterparty contracts (1) (6,195) 6,195 (4,798) 4,798 Net cash collateral provided 944 5,189 630 2,719 Derivatives $ 25,403 $ (23,696) $ 54,670 $ (37,345) (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 derivative assets and liabilities reported in the unaudited condensed consolidated balance sheets | The following table summarizes the accounts that include our derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Prepaid expenses and other current assets $ 25,397 $ 54,670 Other noncurrent assets 6 — Accrued expenses and other payables (22,268) (36,679) Other noncurrent liabilities (1,428) (666) Net derivative asset $ 1,707 $ 17,325 |
Schedule of open derivative contract positions | The following table summarizes our open derivative contract positions at the dates indicated. We do not account for these derivatives as hedges. Contracts Settlement Period Net Long (Short) Fair Value of (in thousands) At June 30, 2024: Crude oil fixed-price (1) July 2024–March 2025 (330) $ (596) Propane fixed-price (1) July 2024–March 2026 14,704 (3,349) Refined products fixed-price (1) July 2024–January 2025 (341) 136 Butane fixed-price (1) July 2024–March 2025 (1,157) (4,052) Variable-to-fixed interest rate swaps (2) July 2024–April 2026 69 Other July 2024–March 2025 3,366 (4,426) Net cash collateral provided 6,133 Net derivative asset $ 1,707 At March 31, 2024: Crude oil fixed-price (1) April 2024–March 2025 (174) $ (3,000) Propane fixed-price (1) April 2024–April 2025 6,980 1,870 Refined products fixed-price (1) April 2024–December 2024 (244) 518 Butane fixed-price (1) April 2024–March 2025 (982) (2,222) Variable-to-fixed interest rate swap (2) April 2024–April 2026 515 Other April 2024–March 2025 16,295 13,976 Net cash collateral provided 3,349 Net derivative asset $ 17,325 (1) We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations. (2) In March and April 2024, we entered into interest rate swaps totaling $400.0 million to reduce the variability of cash outflows associated with our floating-rate, SOFR-based borrowings, including borrowings on the Term Loan B. Under these arrangements, we pay fixed interest rates of 4.32% and 4.79%, respectively, in exchange for SOFR-based variable interest through April 2026. Changes in the fair value of the interest rate swaps are recorded as a net gain or loss within interest expense in our unaudited condensed consolidated statement of operations. During the three months ended June 30, 2024, there was $0.3 million of net gains on our interest rate swaps. |
Schedule of fair value estimates of fixed-rate notes | The following table provides fair value estimates of our fixed-rate notes at June 30, 2024 (in thousands): 2029 Senior Secured Notes $ 917,625 2032 Senior Secured Notes $ 1,322,750 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of disaggregation of revenue by segment | The following table summarizes revenues related to our segments for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands) Revenues: Water Solutions: Topic 606 revenues Disposal service fees (1) $ 147,973 $ 149,395 Sale of recovered crude oil 30,776 23,017 Sale of water 2,285 4,441 Other service revenues (1) 361 4,296 Non-Topic 606 revenues 15 153 Total Water Solutions revenues 181,410 181,302 Crude Oil Logistics: Topic 606 revenues Crude oil sales 262,609 450,128 Crude oil transportation and other sales 15,816 12,046 Non-Topic 606 revenues 1,790 2,378 Elimination of intersegment sales (112) (162) Total Crude Oil Logistics revenues 280,103 464,390 Liquids Logistics: Topic 606 revenues Refined products sales 511,082 578,039 Propane sales 97,358 111,686 Butane sales 98,030 70,158 Other products sales 97,197 79,841 Service sales 2,327 1,319 Non-Topic 606 revenues 119,752 129,369 Total Liquids Logistics revenues 925,746 970,412 Total revenues $ 1,387,259 $ 1,616,104 (1) For the three months ended June 30, 2023, $1.4 million of revenue, which was included in Other Service Revenues in our June 30, 2023 Quarterly Report on Form 10-Q, is now included in Disposal Service Fees. During the three months ended June 30, 2024 and 2023, our Liquids Logistics revenues included $24.1 million and $19.6 million of non-US revenues, respectively. |
Schedule of certain information related to results of operations by segment | The following tables summarize depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 5 and Note 6) and operating income (loss) by segment for the periods indicated. Three Months Ended June 30, 2024 2023 (in thousands) Depreciation and Amortization: Water Solutions $ 52,774 $ 54,485 Crude Oil Logistics 6,441 9,746 Liquids Logistics 2,476 3,279 Corporate and Other 3,501 5,700 Total $ 65,192 $ 73,210 Operating Income (Loss): Water Solutions $ 84,358 $ 69,331 Crude Oil Logistics 14,089 17,007 Liquids Logistics (11,550) 7,831 Corporate and Other (11,946) (22,149) Total $ 74,951 $ 72,020 The following table summarizes additions to property, plant and equipment and intangible assets by segment for the periods indicated. This information has been prepared on the accrual basis, and includes property, plant and equipment and intangible assets acquired in acquisitions. Three Months Ended June 30, 2024 2023 (in thousands) Water Solutions $ 64,684 $ 38,956 Crude Oil Logistics 1,096 974 Liquids Logistics 3,556 4,093 Corporate and Other 8,195 69 Total $ 77,531 $ 44,092 The following tables summarize long-lived assets, net (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Long-lived assets, net: Water Solutions $ 2,618,570 $ 2,608,007 Crude Oil Logistics 826,723 827,248 Liquids Logistics (1) 293,694 298,595 Corporate and Other 40,947 34,267 Total $ 3,779,934 $ 3,768,117 (1) Includes $8.8 million and $10.2 million of non-US long-lived assets at June 30, 2024 and March 31, 2024, respectively. June 30, 2024 March 31, 2024 (in thousands) Total assets: Water Solutions $ 2,812,964 $ 2,818,444 Crude Oil Logistics 1,354,972 1,368,461 Liquids Logistics (1) 620,148 686,885 Corporate and Other 51,495 79,707 Assets held for sale — 66,597 Total $ 4,839,579 $ 5,020,094 (1) Includes $23.1 million and $22.1 million of non-US total assets at June 30, 2024 and March 31, 2024, respectively. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table summarizes our related party transactions for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands) Purchases from equity method investees $ 19 $ 486 Purchases from entities affiliated with management $ — $ 100 Affiliate balances consist of the following at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Accounts receivable-affiliates Equity method investees $ 1,501 $ 1,501 Accounts payable-affiliates Equity method investees $ 5 $ 36 Entities affiliated with management 1 1 Total $ 6 $ 37 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of amount and timing of remaining performance obligations | The following table summarizes the amount and timing of revenue recognition for such contracts at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 102,107 2026 78,128 2027 59,781 2028 47,179 2029 45,173 2030 32,537 Thereafter 22,509 Total $ 387,414 |
Schedule of contract assets and liabilities | The following tables summarize the balances of our contract assets and liabilities at the dates indicated: June 30, 2024 March 31, 2024 (in thousands) Accounts receivable from contracts with customers $ 386,656 $ 415,961 Contract assets (current) $ 3,831 $ — Contract liabilities at March 31, 2024 $ 16,933 Payment received and deferred 20,589 Payment recognized in revenue (12,466) Contract liabilities at June 30, 2024 $ 25,056 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 2023 (in thousands) Operating lease cost (1) $ 11,229 $ 12,112 Variable lease cost (1) 7,586 7,726 Short-term lease cost (1) 623 40 Finance lease cost Amortization of right-of-use asset (2) 1 1 Interest on lease obligation (3) 3 3 Total lease cost $ 19,442 $ 19,882 (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 June 30, 2024 (in thousands): Operating Finance Year Ending March 31, Leases Lease (1) 2025 (nine months) $ 27,816 $ 21 2026 26,477 28 2027 20,304 28 2028 16,868 9 2029 7,992 — 2030 3,236 — Thereafter 20,316 — Total lease payments 123,009 86 Less imputed interest (27,706) (16) Total lease obligations $ 95,303 $ 70 (1) At June 30, 2024, 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 in our unaudited condensed consolidated balance sheet. |
Schedule of supplemental cash flow information and non-cash information for leases | The following table summarizes supplemental cash flow information related to our leases for the periods indicated: Three Months Ended June 30, 2024 2023 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease obligations Operating cash outflows from operating leases $ 11,235 $ 12,135 Operating cash outflows from finance lease $ 3 $ 3 Financing cash outflows from finance lease $ 5 $ 4 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 3,371 $ 17,337 |
Schedule of future minimum lease payments to be received under contractual commitments | The following table summarizes future minimum lease payments to be received under various noncancelable operating lease agreements at June 30, 2024 (in thousands): Year Ending March 31, 2025 (nine months) $ 9,229 2026 10,952 2027 9,727 2028 6,655 2029 1,813 2030 1,064 Thereafter 1,806 Total $ 41,246 |
Allowance for Current Expecte_3
Allowance for Current Expected Credit Loss (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
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) Allowance for expected credit loss at March 31, 2024 $ 1,671 $ 152 Change in provision for expected credit losses 654 (18) Dispositions (see Note 15) (147) — Write-offs charged against the provision (5) — Allowance for expected credit loss at June 30, 2024 $ 2,173 $ 134 |
Other Matters (Tables)
Other Matters (Tables) | 3 Months Ended |
Jun. 30, 2024 | |
Other Matters [Abstract] | |
Schedule of assets and liabilities held for sale | The following table summarizes the major classes of assets and liabilities classified as held for sale at March 31, 2024 (in thousands): Assets Held for Sale Accounts receivable-trade, net $ 565 Prepaid expenses and other current assets 13 Property, plant and equipment, net 14,354 Goodwill 4,108 Intangible assets, net 49,179 Valuation allowance on assets held for sale (1,622) Total assets held for sale $ 66,597 Liabilities Held for Sale Accounts payable-trade $ 63 Accrued expenses and other payables 31 Advance payments received from customers 164 Other noncurrent liabilities 356 Total liabilities held for sale $ 614 |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended |
Jun. 30, 2024 | |
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 ($) | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax liability | $ 31,800,000 | $ 38,000,000 | |
Deferred tax benefit | $ 5,700,000 | $ 100,000 | |
Effective tax rate | 19.40% | 22.30% | |
Uncertain tax positions | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Inventory | ||
Propane | $ 45,876 | $ 34,225 |
Crude oil | 40,573 | 44,056 |
Total | 158,710 | 130,907 |
Butane Inventory | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | 48,677 | 20,400 |
Biodiesel Inventory | ||
Inventory | ||
Biodiesel | 12,437 | 18,919 |
Diesel Inventory | ||
Inventory | ||
Diesel | 4,709 | 5,361 |
Other natural gas liquids | ||
Inventory | ||
Energy Related Inventory, Natural Gas Liquids | $ 6,438 | $ 7,946 |
Significant Accounting Polici_6
Significant Accounting Policies - Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Investments in Unconsolidated Entities | ||
Carrying value | $ 19,219 | $ 20,305 |
Water Services and Land Company No. 1 | Water Solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 14,277 | 15,228 |
Water Services And Land Company No. 2 | Water Solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 10% | |
Carrying value | $ 2,856 | 2,926 |
Water Services and Land Company No. 3 | Water Solutions | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 1,982 | 2,026 |
Natural Gas Liquids Terminal Company | Liquids Logistics | ||
Investments in Unconsolidated Entities | ||
Ownership interest | 50% | |
Carrying value | $ 104 | $ 125 |
Significant Accounting Polici_7
Significant Accounting Policies - Other Noncurrent Assets (Details) $ in Thousands | Jun. 30, 2024 USD ($) bbl | Mar. 31, 2024 USD ($) bbl |
Other Assets, Noncurrent [Abstract] | ||
Linefill | $ 37,715 | $ 37,861 |
Loan receivable (2) | 2,380 | 4,776 |
Other | 10,074 | 9,745 |
Total | 50,169 | 52,738 |
Other Noncurrent Assets | ||
Loan receivable | 5,100 | 7,500 |
Loan receivable, current | 2,800 | 2,700 |
Minimum shipping fees - pipeline commitments | 3,600 | 4,600 |
Other noncurrent assets | ||
Other Noncurrent Assets | ||
Minimum shipping fees - pipeline commitments | 0 | 356 |
Prepaid expenses and other current assets | ||
Other Noncurrent Assets | ||
Minimum shipping fees - pipeline commitments | $ 3,600 | $ 4,300 |
Crude oil | ||
Other Noncurrent Assets | ||
Number of barrels of product | bbl | 501,093 | 502,686 |
Significant Accounting Polici_8
Significant Accounting Policies - Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | Jun. 13, 2024 | Jun. 30, 2024 | Mar. 31, 2024 |
Accounting Policies [Abstract] | |||
Accrued compensation and benefits | $ 40,484 | $ 34,708 | |
Distributions payable | 27,513 | 0 | |
Accrued interest (1) | 25,673 | 58,335 | |
Derivative liabilities | 22,268 | 36,679 | |
Excise and other tax liabilities | 15,118 | 18,003 | |
Product exchange liabilities | 4,537 | 3,366 | |
Other (1) | 39,920 | 62,666 | |
Total | $ 175,513 | $ 213,757 | |
Litigation settlement, amount awarded to other party | $ 63,300 | ||
Litigation settlement interest | 27,200 | ||
Litigation settlement expense | $ 100 |
Significant Accounting Polici_9
Significant Accounting Policies - Variable Interest Entity (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 |
Variable Interest Entity | ||||
Prepaid expenses and other current assets | $ 72,385 | $ 126,933 | ||
Property, plant and equipment, net | 2,125,421 | 2,096,702 | ||
Accrued expenses and other payables | (175,513) | (213,757) | ||
Current maturities of long-term debt | (7,846) | (7,000) | ||
Long-term debt, net | (3,018,427) | (2,843,822) | ||
Redeemable noncontrolling interest | (174) | 0 | ||
Partnership's equity in VIE | 213,993 | $ 448,070 | $ 787,105 | $ 767,429 |
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity | ||||
Prepaid expenses and other current assets | 32 | |||
Property, plant and equipment, net | 8,180 | |||
Accrued expenses and other payables | (26) | |||
Current maturities of long-term debt | (846) | |||
Long-term debt, net | (5,498) | |||
Redeemable noncontrolling interest | (174) | |||
Partnership's equity in VIE | $ 1,668 | |||
Parent Co | ||||
Variable Interest Entity | ||||
Parent ownership percentage in aviation entity | 90% | |||
Noncontrolling Interest | ||||
Variable Interest Entity | ||||
Noncontrolling interest ownership percentage in aviation entity | 10% |
Significant Accounting Polic_10
Significant Accounting Policies - Noncontrolling Interests (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Redeemable noncontrolling interest at March 31, 2024 | $ 0 |
Contributions from noncontrolling interest owner (Note 15) | 174 |
Redeemable noncontrolling interest at June 30, 2024 | $ 174 |
Loss Per Common Unit (Details)
Loss Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Loss Per Common Unit | ||
Net income | $ 10,475 | $ 19,563 |
Less: Net income attributable to noncontrolling interests | (792) | (262) |
NET INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP | 9,683 | 19,301 |
Less: Distributions to preferred unitholders (1) | (28,814) | (33,797) |
Less: Net loss allocated to GP (2) | 19 | 14 |
NET LOSS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3) | $ (19,112) | $ (14,482) |
Limited Partner | ||
Loss Per Common Unit | ||
Basic weighted average common units outstanding (in units) | 132,512,766 | 131,927,343 |
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (in units) | 132,512,766 | 131,927,343 |
Basic loss per common unit | $ (0.14) | $ (0.11) |
Diluted loss per common unit | $ (0.14) | $ (0.11) |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 3,174,608 | $ 3,107,976 | |
Accumulated depreciation | (1,049,187) | (1,011,274) | |
Net property, plant and equipment | 2,125,421 | 2,096,702 | |
Finance lease, right-of-use asset | 100 | 100 | |
Depreciation expense | 47,919 | $ 49,644 | |
Capitalized interest expense | 543 | $ 302 | |
Gain (loss) on sales and write-downs of certain assets | 101 | ||
Water Solutions | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | 79 | ||
Crude Oil Logistics | |||
Property, Plant and Equipment | |||
Gain (loss) on sales and write-downs of certain assets | 22 | ||
Water treatment facilities and equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 2,069,380 | 2,055,565 | |
Water treatment facilities and equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Water treatment facilities and equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Pipeline and related facilities | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 266,158 | 266,129 | |
Pipeline and related facilities | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Pipeline and related facilities | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 40 years | ||
Crude oil tanks and related equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 226,365 | 226,048 | |
Crude oil tanks and related equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 2 years | ||
Crude oil tanks and related equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Natural gas liquids terminal and storage assets | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 168,083 | 167,633 | |
Natural gas liquids terminal and storage assets | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 2 years | ||
Natural gas liquids terminal and storage assets | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Buildings and leasehold improvements | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 122,827 | 122,878 | |
Buildings and leasehold improvements | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Buildings and leasehold improvements | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 40 years | ||
Vehicles and railcars (1) | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 91,511 | 91,715 | |
Vehicles and railcars (1) | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Vehicles and railcars (1) | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 25 years | ||
Land | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 70,270 | 70,270 | |
Information technology equipment | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 33,970 | 33,907 | |
Information technology equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Information technology equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 7 years | ||
Tank bottoms and linefill (2) | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 33,195 | 28,269 | |
Other | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 2,552 | 2,552 | |
Other | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Other | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 20 years | ||
Construction in progress | |||
Property, Plant and Equipment | |||
Gross property, plant and equipment | $ 90,297 | $ 43,010 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Amortization related to intangible assets | ||
Finite-lived intangible assets, gross | $ 1,276,619 | $ 1,272,538 |
INTANGIBLE ASSETS, accumulated amortization | (347,932) | (332,560) |
Total | $ 928,687 | 939,978 |
Customer Relationships [Member] | ||
Amortization related to intangible assets | ||
Weighted-average remaining amortization period for intangible assets | 18 years 4 months 24 days | |
Finite-lived intangible assets, gross | $ 905,113 | 905,113 |
INTANGIBLE ASSETS, accumulated amortization | (276,542) | (265,621) |
Total | $ 628,571 | 639,492 |
Customer contracts | ||
Amortization related to intangible assets | ||
Weighted-average remaining amortization period for intangible assets | 20 years | |
Finite-lived intangible assets, gross | $ 192,000 | 192,000 |
INTANGIBLE ASSETS, accumulated amortization | (38,400) | (36,480) |
Total | $ 153,600 | 155,520 |
Right-of-way and easements | ||
Amortization related to intangible assets | ||
Weighted-average remaining amortization period for intangible assets | 29 years 8 months 12 days | |
Finite-lived intangible assets, gross | $ 97,561 | 95,231 |
INTANGIBLE ASSETS, accumulated amortization | (19,000) | (18,187) |
Total | $ 78,561 | 77,044 |
Water rights | ||
Amortization related to intangible assets | ||
Weighted-average remaining amortization period for intangible assets | 25 years 3 months 18 days | |
Finite-lived intangible assets, gross | $ 36,068 | 36,068 |
INTANGIBLE ASSETS, accumulated amortization | (5,611) | (5,310) |
Total | $ 30,457 | 30,758 |
Executory contracts and other agreements | ||
Amortization related to intangible assets | ||
Weighted-average remaining amortization period for intangible assets | 24 years 1 month 6 days | |
Finite-lived intangible assets, gross | $ 19,332 | 17,854 |
INTANGIBLE ASSETS, accumulated amortization | (4,076) | (3,670) |
Total | $ 15,256 | 14,184 |
Debt issuance costs | ||
Amortization related to intangible assets | ||
Weighted-average remaining amortization period for intangible assets | 4 years 8 months 12 days | |
Finite-lived intangible assets, gross | $ 18,746 | 18,473 |
INTANGIBLE ASSETS, accumulated amortization | (1,551) | (605) |
Total | $ 17,195 | 17,868 |
Pipeline capacity rights | ||
Amortization related to intangible assets | ||
Weighted-average remaining amortization period for intangible assets | 19 years 4 months 24 days | |
Finite-lived intangible assets, gross | $ 7,799 | 7,799 |
INTANGIBLE ASSETS, accumulated amortization | (2,752) | (2,687) |
Total | $ 5,047 | $ 5,112 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Amortization related to intangible assets | |||
Amortization expense | $ 15,373 | $ 20,876 | |
Future amortization expense of intangible assets | |||
2025 (nine months) | 44,530 | ||
2026 | 58,536 | ||
2027 | 57,772 | ||
2028 | 54,756 | ||
2029 | 52,170 | ||
2030 | 45,763 | ||
Thereafter | 615,160 | ||
Total | 928,687 | $ 939,978 | |
Depreciation and amortization | |||
Amortization related to intangible assets | |||
Amortization expense | 14,300 | 19,335 | |
Cost of sales | |||
Amortization related to intangible assets | |||
Amortization expense | 65 | 65 | |
Interest expense | |||
Amortization related to intangible assets | |||
Amortization expense | 946 | 1,414 | |
Operating expenses | |||
Amortization related to intangible assets | |||
Amortization expense | $ 62 | $ 62 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Feb. 02, 2024 |
Long-Term Debt | |||
Face amount | $ 3,073,610 | $ 2,900,000 | |
Unamortized debt issuance costs | (47,337) | (49,178) | |
Long-term debt | 3,026,273 | 2,850,822 | |
Debt issuance costs, current, net | 0 | 0 | |
Current maturities of long-term debt | 7,846 | 7,000 | |
Face amount, current maturities before debt issuance costs | 3,065,764 | 2,893,000 | |
Debt issuance costs, noncurrent, net | 47,337 | 49,178 | |
LONG-TERM DEBT, net of debt issuance costs of $47,337 and $49,178, respectively, and current maturities | 3,018,427 | 2,843,822 | |
ABL Facility | |||
Long-Term Debt | |||
Outstanding debt | 169,000 | 0 | |
Term Loan B Credit Facility | |||
Long-Term Debt | |||
Face amount | 698,250 | 700,000 | |
Unamortized debt issuance costs | (16,933) | (17,549) | |
Long-term debt | 681,317 | 682,451 | |
Unamortized Term Loan B discount | $ 4,900 | ||
8.125% Senior Secured Notes due 2029 | |||
Long-Term Debt | |||
Fixed interest rate | 8.125% | 8.125% | |
Face amount | $ 900,000 | 900,000 | |
Unamortized debt issuance costs | (12,191) | (12,845) | |
Long-term debt | $ 887,809 | 887,155 | |
8.375% Senior Secured Notes due 2032 | |||
Long-Term Debt | |||
Fixed interest rate | 8.375% | 8.375% | |
Face amount | $ 1,300,000 | 1,300,000 | |
Unamortized debt issuance costs | (18,197) | (18,784) | |
Long-term debt | $ 1,281,803 | 1,281,216 | |
Other Long-Term Debt | |||
Long-Term Debt | |||
Fixed interest rate | 8.50% | ||
Face amount | $ 6,360 | 0 | |
Unamortized debt issuance costs | (16) | 0 | |
Long-term debt | $ 6,344 | $ 0 |
Long-Term Debt - Asset-Based Cr
Long-Term Debt - Asset-Based Credit Facility (Details) - ABL Facility - USD ($) $ in Thousands | 3 Months Ended | ||
Feb. 02, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | |
Long-Term Debt | |||
Maximum borrowing capacity | $ 600,000 | ||
Outstanding debt | $ 169,000 | $ 0 | |
Debt instrument, description | The ABL Facility is scheduled to mature at the earliest of (a) February 2, 2029 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, subject to certain exceptions. | ||
Line of credit facility, interest rate description | All borrowings under the ABL Facility bear interest at a secured overnight financing rate (“SOFR”) or the alternative base rate to provide for a 0.25% decrease based on our consolidated net leverage ratio. The applicable margin for alternate base rate loans varies from 1.50% to 2.00% and the applicable margin for SOFR varies from 2.50% to 3.00%. In addition, a commitment fee will be charged and payable quarterly in arrears based on the average daily unused portion of the revolving commitments under the ABL Facility. Such commitment fee will be 0.50% per year, subject to a reduction to 0.375% in the event our fixed charge coverage ratio is greater than or equal to 1.75 to 1.00. | ||
Interest rate | 8.42% | ||
Prime rate | |||
Long-Term Debt | |||
Reference rate | 8.50% | ||
Interest rate margin added to variable rate base | 1.75% | ||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Long-Term Debt | |||
Reference rate | 5.34% | ||
Interest rate margin added to variable rate base | 2.85% | ||
Letter of Credit | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 200,000 | ||
Outstanding letters of credit | $ 87,600 | ||
Fixed interest rate | 2.75% |
Long-Term Debt - Term Loan B (D
Long-Term Debt - Term Loan B (Details) - Term Loan B Credit Facility $ in Millions | 3 Months Ended | |
Feb. 02, 2024 USD ($) | Jun. 30, 2024 | |
Long-Term Debt | ||
Term loan, percentage of par value of issuance | 99.25% | |
Proceeds from issuance of Term Loan B | $ 694.8 | |
Debt instrument, description | The Term Loan B will mature on February 2, 2031 and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount beginning with the fiscal quarter ended June 30, 2024, with the balance payable on maturity. | |
Debt instrument, interest rate terms | The Term Loan B bears interest at a SOFR-based rate or an alternate base rate, in each case plus an applicable margin. The applicable margin for alternate base rate loans varies from 3.25% to 3.50% and the applicable margin for SOFR-based loans varies from 4.25% to 4.50%, in each case, depending on our consolidated first lien net leverage ratio (as defined in the Term Loan Credit Agreement). | |
Debt instrument covenant debt service coverage ratio | 2.17 | |
Minimum | ||
Long-Term Debt | ||
Debt instrument covenant debt service coverage ratio | 1.1 | |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Long-Term Debt | ||
Reference rate | 5.34% | |
Interest rate margin added to variable rate base | 4.50% |
Long-Term Debt - Senior Secured
Long-Term Debt - Senior Secured Notes (Details) | Feb. 02, 2024 | Jun. 30, 2024 |
8.125% Senior Secured Notes due 2029 | ||
Long-Term Debt | ||
Fixed interest rate | 8.125% | 8.125% |
8.375% Senior Secured Notes due 2032 | ||
Long-Term Debt | ||
Fixed interest rate | 8.375% | 8.375% |
Senior Secured Notes | ||
Long-Term Debt | ||
Debt instrument, description | The Indenture contains covenants that, among other things, limit our ability to: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.The Indenture contains other customary terms, events of default and covenants.We have the option to redeem all or part of the 2029 Senior Secured Notes, at any time on or after February 15, 2026, at the redemption prices specified in the Indenture. We have the option to redeem all or part of the 2032 Senior Secured Notes, at any time on or after February 15, 2027, at the redemption prices specified in the Indenture. |
Long-Term Debt - Other Long-Ter
Long-Term Debt - Other Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Long-Term Debt | ||
Face amount | $ 3,073,610 | $ 2,900,000 |
Equipment Loan Secured by Denver Plane | ||
Long-Term Debt | ||
Face amount | 6,400 | |
Other Long-Term Debt | ||
Long-Term Debt | ||
Face amount | $ 6,360 | $ 0 |
Fixed interest rate | 8.50% |
Long-Term Debt - Debt Maturity
Long-Term Debt - Debt Maturity Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Maturities | ||
2025 (nine months) | $ 5,879 | |
2026 | 7,902 | |
2027 | 7,983 | |
2028 | 8,071 | |
2029 | 1,077,167 | |
2030 | 8,272 | |
Thereafter | 1,958,336 | |
Face amount | 3,073,610 | $ 2,900,000 |
ABL Facility | ||
Maturities | ||
2025 (nine months) | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
2029 | 169,000 | |
2030 | 0 | |
Thereafter | 0 | |
Outstanding debt | 169,000 | 0 |
Term Loan B Credit Facility | ||
Maturities | ||
2025 (nine months) | 5,250 | |
2026 | 7,000 | |
2027 | 7,000 | |
2028 | 7,000 | |
2029 | 7,000 | |
2030 | 7,000 | |
Thereafter | 658,000 | |
Face amount | 698,250 | 700,000 |
Senior secured notes | ||
Maturities | ||
2025 (nine months) | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
2029 | 900,000 | |
2030 | 0 | |
Thereafter | 1,300,000 | |
Face amount | 2,200,000 | |
Other Long-Term Debt | ||
Maturities | ||
2025 (nine months) | 629 | |
2026 | 902 | |
2027 | 983 | |
2028 | 1,071 | |
2029 | 1,167 | |
2030 | 1,272 | |
Thereafter | 336 | |
Face amount | $ 6,360 | $ 0 |
Long-Term Debt - Amortization o
Long-Term Debt - Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |||
Amortization of debt issuance costs | $ 1,900 | $ 2,700 | |
Expected Future Amortization of Debt Issuance Costs | |||
2025 (nine months) | 5,699 | ||
2026 | 7,598 | ||
2027 | 7,598 | ||
2028 | 7,598 | ||
2029 | 7,262 | ||
2030 | 4,961 | ||
Thereafter | 6,621 | ||
Total | $ 47,337 | $ 49,178 |
Commitments and Contingencies -
Commitments and Contingencies - Environmental Matters (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Loss Contingencies | |
Environmental matters liability | $ 1.2 |
Accrued expenses and other payables | |
Loss Contingencies | |
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current |
Commitments and Contingencies_2
Commitments and Contingencies - Asset Retirement Obligations (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2024 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Balance at beginning of period | $ 56,574 |
Liabilities incurred | 303 |
Liabilities associated with disposed assets (1) | (274) |
Liabilities settled | (65) |
Accretion expense | 1,003 |
Balance at end of period | $ 57,541 |
Commitments and Contingencies_3
Commitments and Contingencies - Pipeline Capacity Agreement (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2024 USD ($) | |
Customer contracts | |
Future minimum throughput payments | |
Number of months to continue shipping after maturity date of contract | 6 months |
Pipeline Capacity Agreements | |
Future minimum throughput payments | |
Contractual obligation to be paid in 2025 | $ 22.8 |
Commitments and Contingencies_4
Commitments and Contingencies - Purchase Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2024 USD ($) gal bbl |
Crude oil | Fixed-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 79,160 |
Purchase obligation, year one | 0 |
Purchase obligation, year two | 0 |
Purchase obligation, year three | 0 |
Purchase obligation | $ 79,160 |
Purchase obligation, volume, remainder of fiscal year | bbl | 1,108 |
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 | 1,108 |
Crude oil | Index-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 2,697,101 |
Purchase obligation, year one | 711,412 |
Purchase obligation, year two | 0 |
Purchase obligation | $ 3,408,513 |
Purchase obligation, volume, remainder of fiscal year | bbl | 35,555 |
Purchase obligation, volume, year one | bbl | 10,545 |
Purchase obligation, volume, year two | bbl | 0 |
Purchase obligation, volume | bbl | 46,100 |
Natural Gas Liquids | Fixed-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 20,759 |
Purchase obligation, year one | 4,464 |
Purchase obligation, year two | 2,963 |
Purchase obligation, year three | 343 |
Purchase obligation | $ 28,529 |
Purchase obligation, volume, remainder of fiscal year | gal | 26,839 |
Purchase obligation, volume, year one | gal | 6,510 |
Purchase obligation, volume, year two | gal | 4,284 |
Purchase obligation, volume, year three | gal | 504 |
Purchase obligation, volume | gal | 38,137 |
Natural Gas Liquids | Index-Price | |
Purchase commitments for crude oil and natural gas | |
Purchase obligation, remainder of fiscal year | $ 832,640 |
Purchase obligation, year one | 41,986 |
Purchase obligation, year two | 13,162 |
Purchase obligation | $ 887,788 |
Purchase obligation, volume, remainder of fiscal year | gal | 852,709 |
Purchase obligation, volume, year one | gal | 56,053 |
Purchase obligation, volume, year two | gal | 25,200 |
Purchase obligation, volume | gal | 933,962 |
Commitments and Contingencies_5
Commitments and Contingencies - Sale Commitments (Details) gal in Thousands, bbl in Thousands, $ in Thousands | Jun. 30, 2024 USD ($) bbl gal | Mar. 31, 2024 USD ($) |
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 1,707 | $ 17,325 |
Crude oil | Fixed-Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | 77,351 | |
Sales commitments, year one | 0 | |
Sales commitments, year two | 0 | |
Sales commitments, year three | 0 | |
Sales commitments | $ 77,351 | |
Sales commitments, volume, remainder of fiscal year | bbl | 1,080 | |
Sales commitments, volume, year one | bbl | 0 | |
Sales commitments, volume, year two | bbl | 0 | |
Sales commitments, volume, year three | bbl | 0 | |
Sales commitments, volume | bbl | 1,080 | |
Crude oil | Index-Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 2,214,891 | |
Sales commitments, year one | 29,476 | |
Sales commitments | $ 2,244,367 | |
Sales commitments, volume, remainder of fiscal year | bbl | 27,827 | |
Sales commitments, volume, year one | bbl | 390 | |
Sales commitments, volume | bbl | 28,217 | |
Natural Gas Liquids | Fixed-Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 69,815 | |
Sales commitments, year one | 5,642 | |
Sales commitments, year two | 3,300 | |
Sales commitments, year three | 298 | |
Sales commitments | $ 79,055 | |
Sales commitments, volume, remainder of fiscal year | gal | 72,187 | |
Sales commitments, volume, year one | gal | 6,837 | |
Sales commitments, volume, year two | gal | 4,366 | |
Sales commitments, volume, year three | gal | 400 | |
Sales commitments, volume | gal | 83,790 | |
Natural Gas Liquids | Index-Price | ||
Sale commitments for crude oil and natural gas | ||
Sales commitments, remainder of fiscal year | $ 769,895 | |
Sales commitments, year one | 20,649 | |
Sales commitments | $ 790,544 | |
Sales commitments, volume, remainder of fiscal year | gal | 662,740 | |
Sales commitments, volume, year one | gal | 17,893 | |
Sales commitments, volume | gal | 680,633 | |
Prepaid expenses and other current assets | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 21,600 | |
Accrued expenses and other payables | ||
Sale commitments for crude oil and natural gas | ||
Net commodity derivative asset | $ 20,200 |
Commitments and Contingencies_6
Commitments and Contingencies - Other Commitments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2025 (nine months) | $ 26,421 |
2026 | 6,674 |
2027 | 6,395 |
2028 | 2,345 |
2029 | 2,128 |
2030 | 1,386 |
Thereafter | 2,207 |
Total | $ 47,556 |
Equity - Partnership Equity (De
Equity - Partnership Equity (Details) - NGL Energy Partners LP | 3 Months Ended |
Jun. 30, 2024 | |
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 - Common Unit Repurchase
Equity - Common Unit Repurchase Program (Details) $ in Millions | Jun. 05, 2024 USD ($) |
Equity [Abstract] | |
Common unit repurchase program, authorized amount | $ 50 |
Equity - Class B Preferred Unit
Equity - Class B Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||||
Jul. 15, 2024 | Apr. 25, 2024 | Apr. 18, 2024 | Apr. 09, 2024 | Apr. 04, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | |
Series B Preferred Stock | |||||||
Preferred Units | |||||||
Preferred units, issued and outstanding (in units) | 12,585,642 | ||||||
Preferred unit distributions declared | $ 2.4750 | $ 3.0224 | $ 0.8153 | ||||
Preferred unit distributions paid | $ 31.1 | $ 38 | $ 9.9 | ||||
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 (5.30% for the quarter ended June 30, 2024) 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 (“LIBOR Act”), and the rules implementing the LIBOR Act. | ||||||
Series B Preferred Stock | Subsequent Event | |||||||
Preferred Units | |||||||
Preferred unit distributions paid | $ 10.3 | ||||||
Preferred Stock | |||||||
Preferred Units | |||||||
Preferred unit distributions declared, percentage of distributions in arrears | 55.40% |
Equity - Class C Preferred Unit
Equity - Class C Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||||
Jul. 15, 2024 | Apr. 25, 2024 | Apr. 18, 2024 | Apr. 09, 2024 | Apr. 04, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | |
Series C Preferred Stock | |||||||
Preferred Units | |||||||
Preferred units, issued and outstanding (in units) | 1,800,000 | ||||||
Preferred unit distributions declared | $ 2.1860 | $ 2.6790 | $ 0.7926 | ||||
Preferred unit distributions paid | $ 3.9 | $ 4.8 | $ 1.1 | ||||
Preferred units, dividend payment terms | The current distribution rate for the Class C Preferred Units is a floating rate of the three-month LIBOR interest rate (5.30% for the quarter ended June 30, 2024) plus a spread of 7.384%. 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. | ||||||
Series C Preferred Stock | Subsequent Event | |||||||
Preferred Units | |||||||
Preferred unit distributions paid | $ 1.4 | ||||||
Preferred Stock | |||||||
Preferred Units | |||||||
Preferred unit distributions declared, percentage of distributions in arrears | 55.40% |
Equity - Class D Preferred Unit
Equity - Class D Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||||||
Jul. 15, 2024 | Jul. 01, 2024 | Apr. 25, 2024 | Apr. 18, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Apr. 04, 2024 | Oct. 31, 2019 | Jul. 02, 2019 | |
Series D Preferred Stock | |||||||||
Class of Stock | |||||||||
Temporary equity, issued and outstanding (in units) | 600,000 | ||||||||
Preferred unit distributions paid | $ 63 | $ 77.1 | $ 16.4 | ||||||
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). | ||||||||
Series D Preferred Stock | Subsequent Event | |||||||||
Class of Stock | |||||||||
Preferred unit distributions paid | $ 15.8 | ||||||||
Preferred units, dividend payment terms | As of 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 our amended and restated limited partnership agreement (“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. The holders of the Class D Preferred Units have informed us that they have elected the floating rate for the calculation of the distributions. | ||||||||
Limited Partner | |||||||||
Class of Stock | |||||||||
Warrants outstanding (in units) | 25,500,000 | ||||||||
Preferred Stock | |||||||||
Class of Stock | |||||||||
Preferred unit distributions declared, percentage of distributions in arrears | 55.40% | ||||||||
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 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 |
Assets: | ||
Derivative assets | $ 30,654 | $ 58,838 |
Netting of counterparty contracts, assets | (6,195) | (4,798) |
Net cash collateral provided | 944 | 630 |
Derivatives | 25,403 | 54,670 |
Liabilities: | ||
Derivative liabilities | (35,080) | (44,862) |
Netting of counterparty contracts, liabilities | 6,195 | 4,798 |
Net cash collateral provided | 5,189 | 2,719 |
Derivatives | (23,696) | (37,345) |
Derivative assets (liabilities) | ||
Net derivative asset | 1,707 | 17,325 |
Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net derivative asset | 21,600 | |
Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net derivative asset | 20,200 | |
Commodity contracts | ||
Derivative assets (liabilities) | ||
Net derivative asset | 1,707 | 17,325 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivative assets (liabilities) | ||
Net derivative asset | 25,397 | 54,670 |
Commodity contracts | Other noncurrent assets | ||
Derivative assets (liabilities) | ||
Net derivative asset | 6 | 0 |
Commodity contracts | Accrued expenses and other payables | ||
Derivative assets (liabilities) | ||
Net derivative asset | (22,268) | (36,679) |
Commodity contracts | Other noncurrent liabilities | ||
Derivative assets (liabilities) | ||
Net derivative asset | (1,428) | (666) |
Level 1 | ||
Assets: | ||
Derivative assets | 6,195 | 4,798 |
Liabilities: | ||
Derivative liabilities | (11,941) | (7,517) |
Level 2 | ||
Assets: | ||
Derivative assets | 24,459 | 54,040 |
Liabilities: | ||
Derivative liabilities | $ (23,139) | $ (37,345) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Derivative Contract Positions (Details) bbl in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 USD ($) bbl | Jun. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) bbl | |
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | $ (4,426) | $ 13,976 | |
Net cash collateral provided | 6,133 | 3,349 | |
Net derivative asset | 1,707 | 17,325 | |
Interest rate swap realized and unrealized gains | (12,976) | $ 12,890 | |
Fixed-price contract | Crude oil | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | (596) | (3,000) | |
Fixed-price contract | Propane | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | (3,349) | 1,870 | |
Fixed-price contract | Refined products | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | 136 | 518 | |
Fixed-price contract | Butane | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | $ (4,052) | $ (2,222) | |
Fixed-price contract | Long | Propane | |||
Derivative contract information | |||
Net Long (Short) Notional Units (in barrels) | bbl | 14,704 | 6,980 | |
Fixed-price contract | Short | Crude oil | |||
Derivative contract information | |||
Net Long (Short) Notional Units (in barrels) | bbl | (330) | (174) | |
Fixed-price contract | Short | Refined products | |||
Derivative contract information | |||
Net Long (Short) Notional Units (in barrels) | bbl | (341) | (244) | |
Fixed-price contract | Short | Butane | |||
Derivative contract information | |||
Net Long (Short) Notional Units (in barrels) | bbl | (1,157) | (982) | |
Interest Rate swap | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | $ 69 | $ 515 | |
Interest rate swap notional amount | 400,000 | ||
Interest rate swap realized and unrealized gains | $ (300) | ||
Interest Rate swap | March Interest Rate Swap | |||
Derivative contract information | |||
Interest rate swap fixed interest rate | 4.32% | ||
Interest Rate swap | April Interest Rate Swap | |||
Derivative contract information | |||
Interest rate swap fixed interest rate | 4.79% | ||
Other | |||
Derivative contract information | |||
Fair Value of Net Assets (Liabilities) | $ 3,366 | $ 16,295 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Gains (Losses) from Commodity Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||
Net adjustments to fair value of commodity derivatives | $ (12,976) | $ 12,890 |
Derivative contract information | ||
Net adjustments to fair value of commodity derivatives | (12,976) | 12,890 |
Commodity contracts | ||
Fair Value Disclosures [Abstract] | ||
Net adjustments to fair value of commodity derivatives | (13,300) | 12,900 |
Derivative contract information | ||
Net adjustments to fair value of commodity derivatives | $ (13,300) | $ 12,900 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Interest Rate Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Aug. 05, 2024 | Jul. 01, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | |
Interest Rate Risk | ||||
Face amount | $ 3,073,610 | $ 2,900,000 | ||
Interest Rate swap | ||||
Interest Rate Risk | ||||
Interest rate swap notional amount | $ 400,000 | |||
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 (5.30% for the quarter ended June 30, 2024) 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 (“LIBOR Act”), and the rules implementing the LIBOR Act. | |||
Series B Preferred Stock | Secured Overnight Financing Rate (SOFR) Overnight Index Swap 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 (5.30% for the quarter ended June 30, 2024) plus a spread of 7.213% (see Note 8 for a further discussion). | |||
Series C Preferred Stock | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | The current distribution rate for the Class C Preferred Units is a floating rate of the three-month LIBOR interest rate (5.30% for the quarter ended June 30, 2024) plus a spread of 7.384%. 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. | |||
Series C Preferred Stock | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | The current distribution rate for the Class C Preferred Units is a floating rate of the three-month LIBOR interest rate (5.30% for the quarter ended June 30, 2024) plus a spread of 7.384% (see Note 8 for a further discussion). | |||
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). | |||
Series D Preferred Stock | Subsequent Event | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | As of 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 our amended and restated limited partnership agreement (“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. The holders of the Class D Preferred Units have informed us that they have elected the floating rate for the calculation of the distributions. | |||
Series D Preferred Stock | Subsequent Event | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Interest Rate Risk | ||||
Preferred units, dividend payment terms | As of 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 our Partnership Agreement) plus a spread of 7.00% (see Note 8 for a further discussion). | |||
ABL Facility | ||||
Interest Rate Risk | ||||
Outstanding debt | $ 169,000 | 0 | ||
Interest rate | 8.42% | |||
ABL Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Interest Rate Risk | ||||
Reference rate | 5.34% | |||
Interest rate margin added to variable rate base | 2.85% | |||
Term Loan B Credit Facility | ||||
Interest Rate Risk | ||||
Face amount | $ 698,250 | $ 700,000 | ||
Term Loan B Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Interest Rate Risk | ||||
Reference rate | 5.34% | |||
Interest rate margin added to variable rate base | 4.50% | |||
Term Loan B Credit Facility | Subsequent Event | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Interest Rate Risk | ||||
Interest rate margin added to variable rate base | 3.75% |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Fair Value of Fixed-Rate Notes (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
8.125% Senior Secured Notes due 2029 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | $ 917,625 |
8.375% Senior Secured Notes due 2032 | |
Fair Value of Fixed-Rate Notes | |
Fair value of fixed-rate notes | $ 1,322,750 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | |
Segment Reporting [Abstract] | |||
Number of segments | 3 | ||
Segment information | |||
Total Revenues | $ 1,387,259 | $ 1,616,104 | |
Depreciation and amortization, including amortization of debt issuance costs | 65,192 | 73,210 | |
Operating Income | 74,951 | 72,020 | |
Acquisition of property, plant and equipment and intangible assets | 77,531 | 44,092 | |
Long-lived assets, net | 3,779,934 | $ 3,768,117 | |
Total assets | 4,839,579 | 5,020,094 | |
Assets held for sale | 0 | 66,597 | |
Water Solutions | |||
Segment information | |||
Prior period reclassification adjustment | 1,400 | ||
Liquids Logistics | Non-US | |||
Segment information | |||
Total Revenues | 24,100 | 19,600 | |
Long-lived assets, net | 8,800 | 10,200 | |
Total assets | 23,100 | 22,100 | |
Operating segment | Water Solutions | |||
Segment information | |||
Non-Topic 606 revenues | 15 | 153 | |
Total Revenues | 181,410 | 181,302 | |
Depreciation and amortization, including amortization of debt issuance costs | 52,774 | 54,485 | |
Operating Income | 84,358 | 69,331 | |
Acquisition of property, plant and equipment and intangible assets | 64,684 | 38,956 | |
Long-lived assets, net | 2,618,570 | 2,608,007 | |
Total assets | 2,812,964 | 2,818,444 | |
Operating segment | Crude Oil Logistics | |||
Segment information | |||
Non-Topic 606 revenues | 1,790 | 2,378 | |
Total Revenues | 280,103 | 464,390 | |
Depreciation and amortization, including amortization of debt issuance costs | 6,441 | 9,746 | |
Operating Income | 14,089 | 17,007 | |
Acquisition of property, plant and equipment and intangible assets | 1,096 | 974 | |
Long-lived assets, net | 826,723 | 827,248 | |
Total assets | 1,354,972 | 1,368,461 | |
Operating segment | Liquids Logistics | |||
Segment information | |||
Non-Topic 606 revenues | 119,752 | 129,369 | |
Total Revenues | 925,746 | 970,412 | |
Depreciation and amortization, including amortization of debt issuance costs | 2,476 | 3,279 | |
Operating Income | (11,550) | 7,831 | |
Acquisition of property, plant and equipment and intangible assets | 3,556 | 4,093 | |
Long-lived assets, net | 293,694 | 298,595 | |
Total assets | 620,148 | 686,885 | |
Operating segment | Disposal service fees | Water Solutions | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 147,973 | 149,395 | |
Operating segment | Crude oil sales | Water Solutions | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 30,776 | 23,017 | |
Operating segment | Crude oil sales | Crude Oil Logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 262,609 | 450,128 | |
Operating segment | Sale of water | Water Solutions | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 2,285 | 4,441 | |
Operating segment | Other revenues | Water Solutions | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 361 | 4,296 | |
Operating segment | Other revenues | Liquids Logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 2,327 | 1,319 | |
Operating segment | Crude oil transportation and other | Crude Oil Logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 15,816 | 12,046 | |
Operating segment | Refined products sales | Liquids Logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 511,082 | 578,039 | |
Operating segment | Propane sales | Liquids Logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 97,358 | 111,686 | |
Operating segment | Butane sales | Liquids Logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 98,030 | 70,158 | |
Operating segment | Other product sales | Liquids Logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | 97,197 | 79,841 | |
Elimination of intersegment sales | Crude Oil Logistics | |||
Segment information | |||
Topic 606 revenues, excluding assessed tax | (112) | (162) | |
Corporate and other | |||
Segment information | |||
Depreciation and amortization, including amortization of debt issuance costs | 3,501 | 5,700 | |
Operating Income | (11,946) | (22,149) | |
Acquisition of property, plant and equipment and intangible assets | 8,195 | $ 69 | |
Long-lived assets, net | 40,947 | 34,267 | |
Total assets | $ 51,495 | $ 79,707 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - Related Party - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Transactions with Affiliates | |||
Accounts receivable-affiliates | $ 1,501 | $ 1,501 | |
Accounts payable-affiliates | 6 | 37 | |
Equity method investees | |||
Transactions with Affiliates | |||
Purchases from related party | 19 | $ 486 | |
Accounts receivable-affiliates | 1,501 | 1,501 | |
Accounts payable-affiliates | 5 | 36 | |
Affiliated Entity [Member] | |||
Transactions with Affiliates | |||
Purchases from related party | 0 | $ 100 | |
Accounts payable-affiliates | $ 1 | $ 1 |
Transactions with Affiliates -O
Transactions with Affiliates -Other Related Party Transactions (Details) | Jun. 30, 2024 |
Parent Co | |
Transactions with Affiliates | |
Parent ownership percentage in aviation entity | 90% |
Noncontrolling Interest | |
Transactions with Affiliates | |
Noncontrolling interest ownership percentage in aviation entity | 10% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Revenue Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Net adjustments to fair value of commodity derivatives | $ (12,976) | $ 12,890 |
Liquids Logistics | ||
Net adjustments to fair value of commodity derivatives | $ (32,800) | $ 1,700 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Performance Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Revenue expected to be recognized as of June 30, 2024 | $ 387,414 | |
Net adjustments to fair value of commodity derivatives | (12,976) | $ 12,890 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Revenue expected to be recognized as of June 30, 2024 | $ 102,107 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months | |
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 June 30, 2024 | $ 78,128 | |
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 June 30, 2024 | $ 59,781 | |
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 June 30, 2024 | $ 47,179 | |
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 June 30, 2024 | $ 45,173 | |
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 June 30, 2024 | $ 32,537 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2030-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Revenue expected to be recognized as of June 30, 2024 | $ 22,509 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years 9 months |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Accounts receivable from contracts with customers | $ 386,656 | $ 415,961 |
Contract assets (current) | 3,831 | 0 |
Contract liabilities | 25,056 | $ 16,933 |
Payment received and deferred | 20,589 | |
Payment recognized in revenue | $ (12,466) |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Lease, Cost [Abstract] | ||
Operating lease cost (1) | $ 11,229 | $ 12,112 |
Variable lease cost (1) | 7,586 | 7,726 |
Short-term lease cost (1) | 623 | 40 |
Amortization of right-of-use asset (2) | 1 | 1 |
Interest on lease obligation (3) | 3 | 3 |
Total lease cost | $ 19,442 | $ 19,882 |
Leases - Lessee Maturities of L
Leases - Lessee Maturities of Lease Obligations (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases, Operating [Abstract] | |
2025 (nine months) | $ 27,816 |
2026 | 26,477 |
2027 | 20,304 |
2028 | 16,868 |
2029 | 7,992 |
2030 | 3,236 |
Thereafter | 20,316 |
Total lease payments | 123,009 |
Less imputed interest | (27,706) |
Total lease obligations | 95,303 |
Finance Lease, Liability [Abstract] | |
2025 (nine months) | 21 |
2026 | 28 |
2027 | 28 |
2028 | 9 |
2029 | 0 |
2030 | 0 |
Thereafter | 0 |
Total lease payments | 86 |
Less imputed interest | (16) |
Total lease obligations | $ 70 |
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 | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 11,235 | $ 12,135 |
Operating cash outflows from finance lease | 3 | 3 |
Financing cash outflows from finance lease | 5 | 4 |
Operating leases right-of-use assets obtained in exchange for lease obligations | $ 3,371 | $ 17,337 |
Leases - Lessor Income Statemen
Leases - Lessor Income Statement Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating lease income | $ 4 | $ 4.4 |
Operating lease, lease income, statement of income or comprehensive income [extensible enumeration] | Total Revenues | Total Revenues |
Sublease revenue | $ 0.4 | $ 1.1 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Lease Payments Receivable (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
2025 (nine months) | $ 9,229 |
2026 | 10,952 |
2027 | 9,727 |
2028 | 6,655 |
2029 | 1,813 |
2030 | 1,064 |
Thereafter | 1,806 |
Total | $ 41,246 |
Allowance for Current Expecte_4
Allowance for Current Expected Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | |
Accounts Receivable-Trade, Allowance for Expected Credit Loss | ||
Accounts receivable-trade, allowance for expected credit loss | $ 2,173 | $ 1,671 |
Change in provision for expected credit losses | 654 | |
Dispositions (see Note 15) | (147) | |
Write-offs charged against the provision | (5) | |
Notes Receivable and Other, Allowance for Expected Credit Loss | ||
Notes receivable and other, allowance for expected credit loss | 134 | $ 152 |
Change in provision for expected credit losses | (18) | |
Dispositions (see Note 15) | 0 | |
Write-offs charged against the provision | $ 0 |
Other Matters - Acquisition of
Other Matters - Acquisition of Airplane (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | |
Business Acquisition | |||
Total consideration | $ 8,100 | ||
Consideration paid in cash | 59,923 | $ 35,801 | |
Consideration as note payable | 3,073,610 | $ 2,900,000 | |
Equipment Loan Secured by Denver Plane | |||
Business Acquisition | |||
Consideration as note payable | 6,400 | ||
Aviation Entity | |||
Business Acquisition | |||
Consideration paid in cash | $ 1,700 | ||
Parent Co | |||
Business Acquisition | |||
Parent ownership percentage in aviation entity | 90% | ||
Noncontrolling Interest | |||
Business Acquisition | |||
Noncontrolling interest ownership percentage in aviation entity | 10% |
Other Matters - Sale of Certain
Other Matters - Sale of Certain Freshwater Water Solutions Facilities (Details) $ in Thousands | 3 Months Ended | |||
May 14, 2024 USD ($) | Apr. 05, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | ||||
Number of acres sold | 1,400 | 122,250 | ||
Number of ranches sold | 2 | |||
Total consideration | $ 69,300 | $ 69,320 | $ 0 | |
Gain on disposal | $ 7,300 | $ 2,600 |
Other Matters - Sale of Certa_2
Other Matters - Sale of Certain Saltwater Disposal Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Apr. 15, 2024 | Mar. 31, 2024 | May 14, 2024 | |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |||
Total consideration | $ 4.2 | $ 8 | |
Loss on write-down to fair value less cost to sell | $ 0.1 | $ (1.6) |
Other Matters - Sale of Certa_3
Other Matters - Sale of Certain Real Estate (Details) $ in Millions | May 14, 2024 USD ($) | Apr. 05, 2024 USD ($) | Apr. 15, 2024 USD ($) |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |||
Number of acres sold | 1,400 | 122,250 | |
Total consideration | $ 8 | $ 4.2 | |
Gain on disposal | $ 7.3 | $ 2.6 |
Other Matters - Assets and Liab
Other Matters - Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 15, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |||
Loss on write-down to fair value less cost to sell | $ 100 | $ (1,600) | |
Accounts receivable-trade, net | 565 | ||
Prepaid expenses and other current assets | 13 | ||
Property, plant and equipment, net | 14,354 | ||
Goodwill | 4,108 | ||
Intangible assets, net | 49,179 | ||
Valuation allowance on assets held for sale | (1,622) | ||
Total assets held for sale | 66,597 | $ 0 | |
Accounts payable-trade | 63 | ||
Accrued expenses and other payables | 31 | ||
Advance payments received from customers | 164 | ||
Other noncurrent liabilities | 356 | ||
Total liabilities held for sale | $ 614 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Term Loan B Credit Facility - Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | 3 Months Ended | |
Aug. 05, 2024 | Jun. 30, 2024 | |
Subsequent Event | ||
Interest rate margin added to variable rate base | 4.50% | |
Subsequent Event | ||
Subsequent Event | ||
Interest rate margin added to variable rate base | 3.75% |