0001504461-18-000042.txt : 20180807 0001504461-18-000042.hdr.sgml : 20180807 20180807075632 ACCESSION NUMBER: 0001504461-18-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180807 DATE AS OF CHANGE: 20180807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NGL Energy Partners LP CENTRAL INDEX KEY: 0001504461 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 273427920 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35172 FILM NUMBER: 18996330 BUSINESS ADDRESS: STREET 1: 6120 S. YALE STREET 2: SUITE 805 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 918.481.1119 MAIL ADDRESS: STREET 1: 6120 S. YALE STREET 2: SUITE 805 CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: Silverthorne Energy Partners LP DATE OF NAME CHANGE: 20101028 8-K 1 form8-kq12019earningsrelea.htm 8-K Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2018

NGL ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)

Delaware
 
001-35172
 
27-3427920
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136
(Address of principal executive offices) (Zip Code)

(918) 481-1119
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o











Item 2.02. 
 Results of Operations and Financial Condition.

A press release issued by NGL Energy Partners LP (the “Partnership”) on August 7, 2018, regarding financial results for the quarter and fiscal year ended June 30, 2018, is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being “furnished” pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Partnership filing, whether made before or after the date hereof, regardless of any general incorporated language in such filing.

Item 9.01.  
  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
 
 
 
99.1
 





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
NGL ENERGY PARTNERS LP
 
By:
NGL Energy Holdings LLC,
 
 
its general partner
Date: August 7, 2018
 
By:
/s/ Robert W. Karlovich III
 
 
 
Robert W. Karlovich III
 
 
 
Chief Financial Officer




EX-99.1 2 exhibit991q12019earningsre.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1

NGL Energy Partners LP Announces First Quarter Fiscal 2019 Financial Results

TULSA, Okla.--(BUSINESS WIRE)--August 7, 2018--NGL Energy Partners LP (NYSE:NGL) (“NGL,” “our,” “we,” or the “Partnership”) today reported a net loss for the quarter ended June 30, 2018 of $169.3 million, compared to a net loss of $63.7 million for the quarter ended June 30, 2017. The net loss for the current quarter includes a loss on the disposal and impairment of assets of $101.3 million and expenses related to the accrual for the settlement of litigation of $35.0 million.

Highlights for the quarter include:

Adjusted EBITDA for the first quarter of Fiscal 2019 was $80.3 million, compared to $38.9 million for the first quarter of Fiscal 2018, an increase of over 106%
Completed the sale of virtually all of our remaining Retail Propane segment to Superior Plus Corp. (“Superior”) for $900 million in gross proceeds (adjusted for working capital) on July 10, 2018
Confirms Fiscal 2019 Adjusted EBITDA guidance with a target of $450 million remains unchanged
Growth capital expenditures, including $125.9 million in acquisitions of Water Solutions facilities and related assets, and other investments, totaled approximately $193.2 million during the first quarter (excluding Retail Propane segment)

“Our financial results for the quarter are right in line with our expectations and we anticipate increasingly stronger quarterly results for the remainder of this fiscal year,” stated CEO Mike Krimbill. “Our balance sheet and liquidity are much stronger following the closing of the retail propane sale in July and we are well positioned for the future. Each of our business units is performing well and with the acquisitions we have recently completed in the Water Solutions business, I am confident about our growth opportunities and the execution of our strategic direction.”

Quarterly Results of Operations

The following table summarizes operating income (loss) and Adjusted EBITDA by operating segment for the periods indicated:
 
 
Quarter Ended
 
 
June 30, 2018
 
June 30, 2017
 
 
Operating Income (Loss)
 
Adjusted EBITDA
 
Operating Income (Loss)
 
Adjusted EBITDA
 
 
(in thousands)
Crude Oil Logistics
 
$
(99,738
)
 
$
30,441

 
$
4,357

 
$
25,836

Refined Products and Renewables
 
29,022

 
3,763

 
14,496

 
(7,799
)
Liquids
 
2,623

 
10,841

 
(8,772
)
 
(1,240
)
Water Solutions
 
969

 
38,597

 
(1,154
)
 
22,145

Corporate and Other
 
(17,430
)
 
(8,880
)
 
(17,726
)
 
(6,751
)
Discontinued Operations (1)
 

 
5,552

 

 
6,738

Total
 
$
(84,554
)
 
$
80,314

 
$
(8,799
)
 
$
38,929

 
(1)
On July 10, 2018, we completed the sale of virtually all of our remaining Retail Propane segment to Superior for total consideration of $896.5 million in cash after adjusting for estimated working capital. As a result, we have classified the assets, liabilities and redeemable noncontrolling interest as held for sale and the results of operations have been classified as discontinued operations.
The tables included in this release reconcile operating income (loss) to Adjusted EBITDA, a non-GAAP financial measure, for each of our operating segments.

Crude Oil Logistics

The Partnership’s Crude Oil Logistics segment generated Adjusted EBITDA of $30.4 million during the quarter ended June 30, 2018, compared to Adjusted EBITDA of $25.8 million during the quarter ended June 30, 2017. Results for the first quarter of





Fiscal 2019 improved compared to the same quarter in Fiscal 2018 primarily due to increased volumes on Grand Mesa Pipeline. The Partnership sold a portion of its rights and obligations to ship on certain third-party pipelines during the quarter and recognized a loss of $105.0 million on the transaction while eliminating its future commitments.

The Partnership’s Grand Mesa Pipeline contributed Adjusted EBITDA of approximately $44.7 million during the first quarter of Fiscal 2019, an increase of $14.7 million when compared to Adjusted EBITDA of approximately $30.0 million during the same quarter of last year, due to increased volumes related to production growth in the DJ Basin. Physical volumes averaged approximately 110,000 barrels per day and financial volumes averaged approximately 112,000 barrels per day during the quarter ended June 30, 2018.

Refined Products and Renewables

The Partnership’s Refined Products and Renewables segment generated Adjusted EBITDA of $3.8 million during the quarter ended June 30, 2018, compared to Adjusted EBITDA of $(7.8) million during the quarter ended June 30, 2017. The results for the quarter ended June 30, 2018 were positively impacted by an increase in prices, volumes and product margins of refined products due to stronger demand at our wholesale locations, especially in the Southeast and West Texas.

Refined product barrels sold during the quarter ended June 30, 2018 totaled approximately 52.5 million barrels, an increase of approximately 10.2 million barrels compared to the same period in the prior year due to an increase in bulk sales volumes. Renewable barrels sold during the quarter ended June 30, 2018 totaled approximately 0.9 million, a decrease of approximately 0.8 million barrels compared to the same period in the prior year.

Liquids

The Partnership’s Liquids segment generated Adjusted EBITDA of $10.8 million during the quarter ended June 30, 2018, compared to Adjusted EBITDA of $(1.2) million during the quarter ended June 30, 2017. Total product margin per gallon was $0.031 for the quarter ended June 30, 2018, compared to $0.004 for the quarter ended June 30, 2017, as a result of higher prices, increased demand, higher than anticipated production and increased railcar utilization.

Propane volumes increased by approximately 9.1 million gallons, or 4.0%, during the quarter ended June 30, 2018 compared to the quarter ended June 30, 2017. Butane volumes increased by approximately 21.5 million gallons, or 23.5%, during the quarter ended June 30, 2018 compared to the quarter ended June 30, 2017. Other Liquids volumes increased by approximately 26.4 million gallons, or 29.1%, during the quarter ended June 30, 2018 compared to the same period in the prior year. The increase in overall volumes is primarily attributable to an increase in volume moved by railcars due to third-party pipeline infrastructure issues.

Water Solutions

The Partnership’s Water Solutions segment generated Adjusted EBITDA of $38.6 million during the quarter ended June 30, 2018, compared to Adjusted EBITDA of $22.1 million during the quarter ended June 30, 2017. The Partnership processed approximately 920,000 barrels of wastewater per day during the quarter ended June 30, 2018, a 47.4% increase when compared to approximately 624,000 barrels of wastewater per day during the quarter ended June 30, 2017.

Processed water volumes have increased in each basin in which the Partnership operates as the segment continued to benefit from high crude oil prices, increased rig activity and crude oil production. Revenues from recovered hydrocarbons totaled $20.2 million for the quarter ended June 30, 2018, an increase of $10.3 million over the prior year period, related to an increase in the volume of wastewater processed and increased crude oil prices.

Retail Propane - Discontinued Operations

The Partnership’s Retail Propane segment generated Adjusted EBITDA of $5.6 million during the quarter ended June 30, 2018, compared to Adjusted EBITDA of $6.7 million during the quarter ended June 30, 2017. Propane sold during the quarter ended June 30, 2018 totaled 22.7 million gallons and decreased by approximately 4.5 million gallons, compared to the quarter ended June 30, 2017, primarily due to the sale of a portion of our Retail Propane segment on March 30, 2018. Distillates sold during the quarter ended June 30, 2018 were relatively flat compared to the quarter ended June 30, 2017. Total product margin per gallon was $1.013 for the quarter ended June 30, 2018, compared to $0.976 for the quarter ended June 30, 2017. On July 10, 2018, we completed the sale of virtually all of our remaining Retail Propane segment to Superior for total consideration of $896.5 million in cash after adjusting for estimated working capital. As a result, we have classified the assets, liabilities and redeemable noncontrolling interest as held for sale and the results of operations have been classified as discontinued operations.






Corporate and Other

Adjusted EBITDA for Corporate and Other was $(8.9) million during the quarter ended June 30, 2018, compared to Adjusted EBITDA of $(6.8) million during the quarter ended June 30, 2017. The decrease was due primarily to increased legal costs related to certain litigation matters.

Capitalization and Liquidity

Total long-term debt outstanding, excluding working capital borrowings, was $1.972 billion at June 30, 2018 compared to $1.710 billion at March 31, 2018, an increase of $261.6 million, primarily as a result of acquisitions and growth capital projects within our Water Solutions segment. Working capital borrowings totaled $1.061 billion at June 30, 2018 compared to $969.5 million at March 31, 2018, an increase of $91.0 million driven primarily by increases in inventory prices during the quarter. Total liquidity (cash plus available capacity on our revolving credit facility) was approximately $324.3 million as of June 30, 2018. The $896.5 million in cash proceeds from the sale of the Retail Propane segment were initially utilized to reduce the outstanding balance on the Partnership’s revolving credit facility on July 10, 2018.

First Quarter Conference Call Information

A conference call to discuss NGL’s results of operations is scheduled for 11:00 am Eastern Time (10:00 am Central Time) on Tuesday, August 7, 2018. Analysts, investors, and other interested parties may access the conference call by dialing (800) 291-4083 and providing access code 8886005. An archived audio replay of the conference call will be available for 7 days beginning at 11:00 am Eastern Time (10:00 am Central Time) on August 8, 2018, which can be accessed by dialing (855) 859-2056 and providing access code 8886005.

Non-GAAP Financial Measures

NGL defines EBITDA as net income (loss) attributable to NGL Energy Partners LP, plus interest expense, income tax expense (benefit), and depreciation and amortization expense. NGL defines Adjusted EBITDA as EBITDA excluding net unrealized gains and losses on derivatives, lower of cost or market adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities, certain legal settlements and other. We also include in Adjusted EBITDA certain inventory valuation adjustments related to our Refined Products and Renewables segment, as discussed below. EBITDA and Adjusted EBITDA should not be considered alternatives to net loss, (loss) income from continuing operations before income taxes, cash flows from operating activities, or any other measure of financial performance calculated in accordance with GAAP, as those items are used to measure operating performance, liquidity or the ability to service debt obligations. NGL believes that EBITDA provides additional information to investors for evaluating NGL’s ability to make quarterly distributions to NGL’s unitholders and is presented solely as a supplemental measure. NGL believes that Adjusted EBITDA provides additional information to investors for evaluating NGL’s financial performance without regard to NGL’s financing methods, capital structure and historical cost basis. Further, EBITDA and Adjusted EBITDA, as NGL defines them, may not be comparable to EBITDA, Adjusted EBITDA, or similarly titled measures used by other entities.

Other than for NGL’s Refined Products and Renewables segment, for purposes of the Adjusted EBITDA calculation, NGL makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is open, NGL records changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, NGL reverses the previously recorded unrealized gain or loss and record a realized gain or loss. NGL does not draw such a distinction between realized and unrealized gains and losses on derivatives of NGL’s Refined Products and Renewables segment. The primary hedging strategy of NGL’s Refined Products and Renewables segment is to hedge against the risk of declines in the value of inventory over the course of the contract cycle, and many of the hedges are six months to one year in duration at inception. The “inventory valuation adjustment” row in the reconciliation table reflects the difference between the market value of the inventory of NGL’s Refined Products and Renewables segment at the balance sheet date and its cost. We include this in Adjusted EBITDA because the unrealized gains and losses associated with derivative contracts associated with the inventory of this segment, which are intended primarily to hedge inventory holding risk and are included in net income, also affect Adjusted EBITDA.

Distributable Cash Flow is defined as Adjusted EBITDA minus maintenance capital expenditures, income tax expense, cash interest expense and other. Maintenance capital expenditures represent capital expenditures necessary to maintain the Partnership’s operating capacity. Distributable Cash Flow is a performance metric used by senior management to compare cash flows generated by the Partnership (excluding growth capital expenditures and prior to the establishment of any retained cash





reserves by the Board of Directors) to the cash distributions expected to be paid to unitholders. Using this metric, management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. This financial measure also is important to investors as an indicator of whether the Partnership is generating cash flow at a level that can sustain, or support an increase in, quarterly distribution rates. Actual distribution amounts are set by the Board of Directors.

Forward Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes such forward-looking statements are reasonable, NGL cannot assure they will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

NGL provides Adjusted EBITDA guidance that does not include certain charges and costs, which in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior periods, such as income taxes, interest and other non-operating items, depreciation and amortization, net unrealized gains and losses on derivatives, lower of cost or market adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities and items that are unusual in nature or infrequently occurring. The exclusion of these charges and costs in future periods will have a significant impact on the Partnership’s Adjusted EBITDA, and the Partnership is not able to provide a reconciliation of its Adjusted EBITDA guidance to net income (loss) without unreasonable efforts due to the uncertainty and variability of the nature and amount of these future charges and costs and the Partnership believes that such reconciliation, if possible, would imply a degree of precision that would be potentially confusing or misleading to investors.

About NGL Energy Partners LP

NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary businesses: Crude Oil Logistics, Water Solutions, Liquids, and Refined Products and Renewables. NGL completed its initial public offering in May 2011. For further information, visit the Partnership’s website at www.nglenergypartners.com.

NGL Energy Partners LP
Trey Karlovich, 918-481-1119
Chief Financial Officer and Executive Vice President
Trey.Karlovich@nglep.com

or

Linda Bridges, 918-481-1119
Senior Vice President - Finance and Treasurer
Linda.Bridges@nglep.com





NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in Thousands, except unit amounts)
 
June 30, 2018
 
March 31, 2018
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
13,682

 
$
22,094

Accounts receivable-trade, net of allowance for doubtful accounts of $4,385 and $4,201, respectively
1,096,596

 
1,026,764

Accounts receivable-affiliates
8,824

 
4,772

Inventories
600,486

 
551,303

Prepaid expenses and other current assets
135,097

 
128,742

Assets held for sale
515,012

 
517,604

Total current assets
2,369,697

 
2,251,279

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $365,782 and $343,345, respectively
1,604,498

 
1,518,607

GOODWILL
1,262,971

 
1,204,607

INTANGIBLE ASSETS, net of accumulated amortization of $452,314 and $433,565, respectively
907,540

 
913,154

INVESTMENTS IN UNCONSOLIDATED ENTITIES
1,995

 
17,236

LOAN RECEIVABLE-AFFILIATE
2,135

 
1,200

OTHER NONCURRENT ASSETS
175,138

 
245,039

Total assets
$
6,323,974

 
$
6,151,122

LIABILITIES AND EQUITY
 
 
 
CURRENT LIABILITIES AND REDEEMABLE NONCONTROLLING INTEREST:
 
 
 
Accounts payable-trade
$
836,233

 
$
852,839

Accounts payable-affiliates
24,874

 
1,254

Accrued expenses and other payables
225,617

 
223,504

Advance payments received from customers
21,871

 
8,374

Current maturities of long-term debt
646

 
646

Liabilities and redeemable noncontrolling interest held for sale
55,824

 
42,580

Total current liabilities and redeemable noncontrolling interest
1,165,065

 
1,129,197

LONG-TERM DEBT, net of debt issuance costs of $19,340 and $20,645, respectively, and current maturities
3,032,383

 
2,679,740

OTHER NONCURRENT LIABILITIES
63,539

 
173,514

 
 
 
 
CLASS A 10.75% CONVERTIBLE PREFERRED UNITS, 19,942,169 and 19,942,169 preferred units issued and outstanding, respectively
91,559

 
82,576

 
 
 
 
EQUITY:
 
 
 
General partner, representing a 0.1% interest, 121,874 and 121,594 notional units, respectively
(50,919
)
 
(50,819
)
Limited partners, representing a 99.9% interest, 121,752,514 and 121,472,725 common units issued and outstanding, respectively
1,740,410

 
1,852,495

Class B preferred limited partners, 8,400,000 and 8,400,000 preferred units issued and outstanding, respectively
202,731

 
202,731

Accumulated other comprehensive loss
(257
)
 
(1,815
)
Noncontrolling interests
79,463

 
83,503

Total equity
1,971,428

 
2,086,095

Total liabilities and equity
$
6,323,974

 
$
6,151,122







NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(in Thousands, except unit and per unit amounts)
 
 
Three Months Ended June 30,
 
 
2018
 
2017
REVENUES:
 
 
 
 
Crude Oil Logistics
 
$
783,830

 
$
504,915

Water Solutions
 
76,145

 
46,967

Liquids
 
459,897

 
294,025

Refined Products and Renewables
 
4,524,407

 
2,884,637

Other
 
155

 
161

Total Revenues
 
5,844,434

 
3,730,705

COST OF SALES:
 
 
 
 
Crude Oil Logistics
 
748,245

 
469,470

Water Solutions
 
14,269

 
153

Liquids
 
440,515

 
287,285

Refined Products and Renewables
 
4,492,858

 
2,871,702

Other
 
269

 
73

Total Cost of Sales
 
5,696,156

 
3,628,683

OPERATING COSTS AND EXPENSES:
 
 
 
 
Operating
 
56,262

 
47,836

General and administrative
 
22,390

 
22,385

Depreciation and amortization
 
52,045

 
52,417

Loss (gain) on disposal or impairment of assets, net
 
101,335

 
(11,817
)
Revaluation of liabilities
 
800

 

Operating Loss
 
(84,554
)
 
(8,799
)
OTHER INCOME (EXPENSE):
 
 
 
 
Equity in earnings of unconsolidated entities
 
104

 
1,816

Interest expense
 
(46,268
)
 
(49,104
)
Loss on early extinguishment of liabilities, net
 
(137
)
 
(3,281
)
Other (expense) income, net
 
(33,742
)
 
1,775

Loss From Continuing Operations Before Income Taxes
 
(164,597
)
 
(57,593
)
INCOME TAX EXPENSE
 
(651
)
 
(456
)
Loss From Continuing Operations
 
(165,248
)
 
(58,049
)
Loss From Discontinued Operations, net of Tax
 
(4,041
)
 
(5,658
)
Net Loss
 
(169,289
)
 
(63,707
)
LESS: NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
 
345

 
(52
)
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NONCONTROLLING INTERESTS
 
398

 
397

NET LOSS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
 
$
(168,546
)
 
$
(63,362
)
 
 
 
 
 
NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
 
$
(184,909
)
 
$
(68,099
)
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS
 
$
(3,639
)
 
$
(5,256
)
NET LOSS ALLOCATED TO COMMON UNITHOLDERS
 
$
(188,548
)
 
$
(73,355
)
BASIC LOSS PER COMMON UNIT
 
 
 
 
Loss From Continuing Operations
 
$
(1.52
)
 
$
(0.56
)
Loss From Discontinued Operations, net of Tax
 
(0.03
)
 
(0.05
)
Net Loss
 
$
(1.55
)
 
$
(0.61
)
DILUTED LOSS PER COMMON UNIT
 
 
 
 
Loss From Continuing Operations
 
$
(1.52
)
 
$
(0.56
)
Loss From Discontinued Operations, net of Tax
 
(0.03
)
 
(0.05
)
Net Loss
 
$
(1.55
)
 
$
(0.61
)
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
 
121,544,421

 
120,535,909

DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
 
121,544,421

 
120,535,909






EBITDA, ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW RECONCILIATION
(Unaudited)
 
The following table reconciles NGL’s net loss to NGL’s EBITDA, Adjusted EBITDA and Distributable Cash Flow:
 
Three Months Ended June 30,
 
2018
 
2017
 
(in thousands)
Net loss
$
(169,289
)
 
$
(63,707
)
Less: Net loss (income) attributable to noncontrolling interests
345

 
(52
)
Less: Net loss attributable to redeemable noncontrolling interests
398

 
397

Net loss attributable to NGL Energy Partners LP
(168,546
)
 
(63,362
)
Interest expense
46,412

 
49,278

Income tax expense
651

 
459

Depreciation and amortization
61,575

 
68,063

EBITDA
(59,908
)
 
54,438

Net unrealized losses (gains) on derivatives
18,953

 
(2,001
)
Inventory valuation adjustment (1)
(24,602
)
 
(19,182
)
Lower of cost or market adjustments
(413
)
 
4,078

Loss (gain) on disposal or impairment of assets, net
101,343

 
(11,213
)
Loss on early extinguishment of liabilities, net
137

 
3,281

Equity-based compensation expense (2)
5,511

 
8,821

Acquisition expense (3)
1,252

 
(318
)
Revaluation of liabilities (4)
800

 

Gavilon legal matter settlement (5)
35,000

 

Other (6)
2,241

 
1,025

Adjusted EBITDA
80,314

 
38,929

Less: Cash interest expense (7)
43,840

 
46,371

Less: Income tax expense
651

 
459

Less: Maintenance capital expenditures
12,390

 
6,527

Distributable Cash Flow
$
23,433

 
$
(14,428
)
 
(1)
Amount reflects the difference between the market value of the inventory of NGL’s Refined Products and Renewables segment at the balance sheet date and its cost. See “Non-GAAP Financial Measures” section above for a further discussion.
(2)
Equity-based compensation expense in the table above may differ from equity-based compensation expense reported in the footnotes to our unaudited condensed consolidated financial statements included in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. Amounts reported in the table above include expense accruals for bonuses expected to be paid in common units, whereas the amounts reported in the footnotes to our unaudited condensed consolidated financial statements only include expenses associated with equity-based awards that have been formally granted.
(3)
Amounts represent expenses we incurred related to legal and advisory costs associated with acquisitions, partially offset by reimbursement for certain legal costs incurred in prior periods.
(4)
Amounts represent the non-cash valuation adjustment of contingent consideration liabilities, offset by the cash payments, related to royalty agreements acquired as part of acquisitions in our Water Solutions segment.
(5)
Represents the accrual for the estimated cost of the settlement of the Gavilon legal matter (see the footnotes to our unaudited condensed consolidated financial statements included in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018). We have excluded this amount from Adjusted EBITDA as it relates to transactions that occurred prior to our acquisition of Gavilon LLC in December 2013.
(6)
Amount for the three months ended June 30, 2018 represents non-cash operating expenses related to our Grand Mesa Pipeline, certain expenses related to discontinued operations, unrealized loss on marketable securities and accretion expense for asset retirement obligations. Amount for the three months ended June 30, 2017 represents non-cash operating expenses related to our Grand Mesa Pipeline and accretion expense for asset retirement obligations.
(7)
Amounts represent interest expense payable in cash for the period presented, excluding changes in the accrued interest balance.





ADJUSTED EBITDA RECONCILIATION BY SEGMENT
 
 
Three Months Ended June 30, 2018
 
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids
 
Refined
Products
and
Renewables
 
Corporate
and
Other
 
Discontinued Operations
 
Consolidated
 
 
(in thousands)
Operating (loss) income
 
$
(99,738
)
 
$
969

 
$
2,623

 
$
29,022

 
$
(17,430
)
 
$

 
$
(84,554
)
Depreciation and amortization
 
19,229

 
25,309

 
6,468

 
321

 
718

 

 
52,045

Amortization recorded to cost of sales
 
80

 

 
37

 
1,348

 

 

 
1,465

Net unrealized losses on derivatives
 
7,412

 
9,110

 
2,337

 

 

 

 
18,859

Inventory valuation adjustment
 

 

 

 
(24,602
)
 

 

 
(24,602
)
Lower of cost or market adjustments
 

 

 
(504
)
 
91

 

 

 
(413
)
Loss (gain) on disposal or impairment of assets, net
 
101,894

 
2,475

 
(10
)
 
(3,026
)
 
2

 

 
101,335

Equity-based compensation expense
 

 

 

 

 
5,511

 

 
5,511

Acquisition expense
 

 

 
160

 

 
1,136

 

 
1,296

Other income (expense), net
 
14

 

 
35

 
(17
)
 
(33,774
)
 

 
(33,742
)
Adjusted EBITDA attributable to unconsolidated entities
 

 
(54
)
 

 
476

 
(43
)
 

 
379

Adjusted EBITDA attributable to noncontrolling interest
 

 
(112
)
 
(322
)
 

 

 

 
(434
)
Revaluation of liabilities
 

 
800

 

 

 

 

 
800

Gavilon legal matter settlement
 

 

 

 

 
35,000

 

 
35,000

Other
 
1,550

 
100

 
17

 
150

 

 

 
1,817

Discontinued operations
 

 

 

 

 

 
5,552

 
5,552

Adjusted EBITDA
 
$
30,441

 
$
38,597

 
$
10,841

 
$
3,763

 
$
(8,880
)
 
$
5,552

 
$
80,314







 
 
Three Months Ended June 30, 2017
 
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids
 
Refined
Products
and
Renewables
 
Corporate
and
Other
 
Discontinued Operations
 
Consolidated
 
 
(in thousands)
Operating income (loss)
 
$
4,357

 
$
(1,154
)
 
$
(8,772
)
 
$
14,496

 
$
(17,726
)
 
$

 
$
(8,799
)
Depreciation and amortization
 
20,835

 
24,008

 
6,330

 
324

 
920

 

 
52,417

Amortization recorded to cost of sales
 
85

 

 
70

 
1,430

 

 

 
1,585

Net unrealized gains on derivatives
 
(659
)
 

 
(1,369
)
 

 

 

 
(2,028
)
Inventory valuation adjustment
 

 

 

 
(19,182
)
 

 

 
(19,182
)
Lower of cost or market adjustments
 

 

 
2,476

 
1,602

 

 

 
4,078

Gain on disposal or impairment of assets, net
 
(3,559
)
 
(730
)
 

 
(7,528
)
 

 

 
(11,817
)
Equity-based compensation expense
 

 

 

 

 
8,821

 

 
8,821

Acquisition expense
 

 

 

 

 
(318
)
 

 
(318
)
Other income, net
 
44

 
18

 
4

 
168

 
1,541

 

 
1,775

Adjusted EBITDA attributable to unconsolidated entities
 
3,822

 
154

 

 
891

 
11

 

 
4,878

Adjusted EBITDA attributable to noncontrolling interest
 

 
(244
)
 

 

 

 

 
(244
)
Other
 
911

 
93

 
21

 

 

 

 
1,025

Discontinued operations
 

 

 

 

 

 
6,738

 
6,738

Adjusted EBITDA
 
$
25,836

 
$
22,145

 
$
(1,240
)
 
$
(7,799
)
 
$
(6,751
)
 
$
6,738

 
$
38,929






OPERATIONAL DATA
(Unaudited)
 
Three Months Ended
 
June 30,
 
2018
 
2017
 
(in thousands, except per day amounts)
Crude Oil Logistics:
 
 
 
Crude oil sold (barrels)
11,225

 
10,020

Crude oil transported on owned pipelines (barrels)
9,987

 
6,766

Crude oil storage capacity - owned and leased (barrels) (1)
6,371

 
6,454

Crude oil inventory (barrels) (1)
1,164

 
1,778

 
 
 
 
Water Solutions:
 
 
 
Wastewater processed (barrels per day)
 
 
 
Eagle Ford Basin
279,184

 
220,579

Permian Basin
421,535

 
232,105

DJ Basin
136,115

 
112,437

Other Basins
83,038

 
58,979

Total
919,872

 
624,100

Solids processed (barrels per day)
5,899

 
4,168

Skim oil sold (barrels per day)
3,615

 
2,525

 
 
 
 
Liquids:
 
 
 
Propane sold (gallons)
233,786

 
224,733

Butane sold (gallons)
113,025

 
91,517

Other products sold (gallons)
116,985

 
90,611

Liquids storage capacity - owned and leased (gallons) (1)
438,968

 
453,971

Propane inventory (gallons) (1)
62,816

 
94,488

Butane inventory (gallons) (1)
54,577

 
76,047

Other products inventory (gallons) (1)
6,357

 
6,977

 
 
 
 
Refined Products and Renewables:
 
 
 
Gasoline sold (barrels)
40,738

 
28,516

Diesel sold (barrels)
11,777

 
13,798

Ethanol sold (barrels)
544

 
1,014

Biodiesel sold (barrels)
328

 
627

Refined Products and Renewables storage capacity - leased (barrels) (1)
9,523

 
9,225

Gasoline inventory (barrels) (1)
3,323

 
2,748

Diesel inventory (barrels) (1)
965

 
1,973

Ethanol inventory (barrels) (1)
714

 
586

Biodiesel inventory (barrels) (1)
165

 
255

 
(1)
Information is presented as of June 30, 2018 and June 30, 2017, respectively.