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

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-35172

NGL Energy Partners LP
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
27-3427920
(State or Other Jurisdiction of Incorporation or Organization)
 
(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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes    No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
Emerging growth company
 
 
 

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.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes    No

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbols
 
Name of Each Exchange on Which Registered
Common units representing Limited Partner Interests
 
NGL
 
New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units
 
NGL-PB
 
New York Stock Exchange
Fixed-to-floating rate cumulative redeemable perpetual preferred units
 
NGL-PC
 
New York Stock Exchange

At August 5, 2020, there were 128,771,715 common units issued and outstanding.



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TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 


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Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Certain words in this Quarterly Report such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions and statements regarding our plans and objectives for future operations, identify forward-looking statements. Although we and our general partner believe such forward-looking statements are reasonable, neither we nor our general partner can assure they will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected. Among the key risk factors that may affect our consolidated financial position and results of operations are:

changes in general economic conditions, including market and macroeconomic disruptions resulting from the novel strain of coronavirus (“COVID-19”) pandemic and related governmental responses;
the prices of crude oil, natural gas liquids, gasoline, diesel, and biodiesel;
energy prices generally;
the general level of crude oil, natural gas, and natural gas liquids production;
the general level of demand, and the availability of supply, for crude oil, natural gas liquids, gasoline, diesel, and biodiesel;
the level of crude oil and natural gas drilling and production in areas where we have water treatment and disposal facilities;
the ability to obtain adequate supplies of products if an interruption in supply or transportation occurs and the availability of capacity to transport products to market areas;
actions taken by foreign oil and gas producing nations;
the political and economic stability of foreign oil and gas producing nations;
the effect of weather conditions on supply and demand for crude oil, natural gas liquids, gasoline, diesel, and biodiesel;
the effect of natural disasters, lightning strikes, or other significant weather events;
the availability of local, intrastate, and interstate transportation infrastructure with respect to our truck, railcar, and barge transportation services;
the availability, price, and marketing of competing fuels;
the effect of energy conservation efforts on product demand;
energy efficiencies and technological trends;
changes in applicable laws and regulations, including tax, environmental, transportation, and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the effect of such laws and regulations (now existing or in the future) on our business operations;
the effect of legislative and regulatory actions on hydraulic fracturing, water disposal and transportation, and the treatment of flowback and produced water;
hazards or operating risks related to transporting and distributing petroleum products that may not be fully covered by insurance;
the maturity of the crude oil, natural gas liquids, and refined products industries and competition from other markets;
loss of key personnel;
the ability to renew contracts with key customers;
the ability to maintain or increase the margins we realize for our terminal, barging, trucking, water disposal, recycling, and discharge services;
the ability to renew leases for our leased equipment and storage facilities;

1

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the nonpayment, nonperformance or bankruptcy by our counterparties;
the availability and cost of capital and our ability to access certain capital sources;
a deterioration of the credit and capital markets;
the ability to successfully identify and complete accretive acquisitions, and integrate acquired assets and businesses;
changes in the volume of crude oil recovered during the water treatment process;
changes in the financial condition and results of operations of entities in which we own noncontrolling equity interests;
the costs and effects of legal and administrative proceedings;
political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil, refined products, natural gas, natural gas liquids, gasoline, diesel or biodiesel; and
changes in the jurisdictional characteristics of, or the applicable regulatory policies with respect to, our pipeline assets.

You should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this Quarterly Report. Except as may be required by state and federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise. When considering forward-looking statements, please review the risks discussed under Part I, Item 1A–“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020.

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PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements
  
NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in Thousands, except unit amounts)
 
June 30, 2020
 
March 31, 2020
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
26,400

 
$
22,704

Accounts receivable-trade, net of allowance for expected credit losses of $3,674 and $4,540, respectively
424,814

 
566,834

Accounts receivable-affiliates
14,814

 
12,934

Inventories
135,918

 
69,634

Prepaid expenses and other current assets
75,433

 
101,981

Total current assets
677,379

 
774,087

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $570,806 and $529,068, respectively
2,833,002

 
2,851,555

GOODWILL
993,114

 
993,587

INTANGIBLE ASSETS, net of accumulated amortization of $670,382 and $631,449, respectively
1,574,216

 
1,612,480

INVESTMENTS IN UNCONSOLIDATED ENTITIES
22,626

 
23,182

OPERATING LEASE RIGHT-OF-USE ASSETS
177,010

 
180,708

OTHER NONCURRENT ASSETS
48,739

 
63,137

Total assets
$
6,326,086

 
$
6,498,736

LIABILITIES AND EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable-trade
$
367,463

 
$
515,049

Accounts payable-affiliates
22,864

 
17,717

Accrued expenses and other payables
142,836

 
232,062

Advance payments received from customers
25,326

 
19,536

Current maturities of long-term debt
4,521

 
4,683

Operating lease obligations
53,720

 
56,776

Total current liabilities
616,730

 
845,823

LONG-TERM DEBT, net of debt issuance costs of $24,022 and $19,795, respectively, and current maturities
3,281,402

 
3,144,848

OPERATING LEASE OBLIGATIONS
120,986

 
121,013

OTHER NONCURRENT LIABILITIES
112,034

 
114,079

COMMITMENTS AND CONTINGENCIES (NOTE 9)


 


 
 
 
 
CLASS D 9.00% PREFERRED UNITS, 600,000 and 600,000 preferred units issued and outstanding, respectively
544,151

 
537,283

 
 
 
 
EQUITY:
 
 
 
General partner, representing a 0.1% interest, 128,901 and 128,901 notional units, respectively
(51,474
)
 
(51,390
)
Limited partners, representing a 99.9% interest, 128,771,715 and 128,771,715 common units issued and outstanding, respectively
1,283,491

 
1,366,152

Class B preferred limited partners, 12,585,642 and 12,585,642 preferred units issued and outstanding, respectively
305,468

 
305,468

Class C preferred limited partners, 1,800,000 and 1,800,000 preferred units issued and outstanding, respectively
42,891

 
42,891

Accumulated other comprehensive loss
(341
)
 
(385
)
Noncontrolling interests
70,748

 
72,954

Total equity
1,650,783

 
1,735,690

Total liabilities and equity
$
6,326,086

 
$
6,498,736


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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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,
 
 
2020
 
2019
REVENUES:
 
 
 
 
Crude Oil Logistics
 
$
276,039

 
$
716,160

Water Solutions
 
88,065

 
71,783

Liquids and Refined Products
 
479,998

 
1,083,693

Other
 
313

 
255

Total Revenues
 
844,415

 
1,871,891

COST OF SALES:
 
 
 
 
Crude Oil Logistics
 
217,557

 
649,240

Water Solutions
 
4,700

 
(2,807
)
Liquids and Refined Products
 
454,336

 
1,043,032

Other
 
454

 
465

Total Cost of Sales
 
677,047

 
1,689,930

OPERATING COSTS AND EXPENSES:
 
 
 
 
Operating
 
64,987

 
61,312

General and administrative
 
17,158

 
20,342

Depreciation and amortization
 
83,986

 
53,754

Loss (gain) on disposal or impairment of assets, net
 
12,022

 
(967
)
Operating (Loss) Income
 
(10,785
)
 
47,520

OTHER INCOME (EXPENSE):
 
 
 
 
Equity in earnings of unconsolidated entities
 
289

 
8

Interest expense
 
(43,961
)
 
(39,877
)
Gain on early extinguishment of liabilities, net
 
19,355

 

Other income, net
 
1,035

 
1,010

(Loss) Income From Continuing Operations Before Income Taxes
 
(34,067
)
 
8,661

INCOME TAX BENEFIT
 
301

 
321

(Loss) Income From Continuing Operations
 
(33,766
)
 
8,982

Loss From Discontinued Operations, net of Tax
 
(1,486
)
 
(943
)
Net (Loss) Income
 
(35,252
)
 
8,039

LESS: NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
 
(51
)
 
268

NET (LOSS) INCOME ATTRIBUTABLE TO NGL ENERGY PARTNERS LP
 
$
(35,303
)
 
$
8,307

NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)
 
$
(55,815
)
 
$
(120,126
)
NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS (NOTE 3)
 
$
(1,485
)
 
$
(942
)
NET LOSS ALLOCATED TO COMMON UNITHOLDERS
 
$
(57,300
)
 
$
(121,068
)
BASIC LOSS PER COMMON UNIT
 
 
 
 
Loss From Continuing Operations
 
$
(0.43
)
 
$
(0.95
)
Loss From Discontinued Operations, net of Tax
 
$
(0.01
)
 
$
(0.01
)
Net Loss
 
$
(0.44
)
 
$
(0.96
)
DILUTED LOSS PER COMMON UNIT
 
 
 
 
Loss From Continuing Operations
 
$
(0.43
)
 
$
(0.95
)
Loss From Discontinued Operations, net of Tax
 
$
(0.01
)
 
$
(0.01
)
Net Loss
 
$
(0.44
)
 
$
(0.96
)
BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
 
128,771,715

 
125,886,738

DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING
 
128,771,715

 
125,886,738


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income
(in Thousands)
 
 
Three Months Ended June 30,
 
 
2020
 
2019
Net (loss) income
 
$
(35,252
)
 
$
8,039

Other comprehensive income
 
44

 
37

Comprehensive (loss) income
 
$
(35,208
)
 
$
8,076


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statement of Changes in Equity
Three Months Ended June 30, 2020
(in Thousands, except unit amounts)
 
 
 
 
Limited Partners
 
 
 
 
 
 
 
 
 
 
Preferred
 
Common
 
Accumulated
Other
 
 
 
 
 
 
General
Partner
 
Units
 
Amount
 

Units
 
Amount
 
Comprehensive
Income (Loss)
 
Noncontrolling
Interests
 
Total
Equity
BALANCES AT MARCH 31, 2020
 
$
(51,390
)
 
14,385,642

 
$
348,359

 
128,771,715

 
$
1,366,152

 
$
(385
)
 
$
72,954

 
$
1,735,690

Distributions to general and common unit partners and preferred unitholders (Note 10)
 
(26
)
 

 

 

 
(47,652
)
 

 

 
(47,678
)
Distributions to noncontrolling interest owners
 

 

 

 

 

 

 
(2,257
)
 
(2,257
)
Equity issued pursuant to incentive compensation plan (Note 10)
 

 

 

 

 
1,349

 

 

 
1,349

Net (loss) income
 
(57
)
 

 

 

 
(35,246
)
 

 
51

 
(35,252
)
Other comprehensive income
 

 

 

 

 

 
44

 

 
44

Cumulative effect adjustment for adoption of ASU 2016-13 (Note 16)
 
(1
)
 

 

 

 
(1,112
)
 

 

 
(1,113
)
BALANCES AT JUNE 30, 2020
 
$
(51,474
)
 
14,385,642

 
$
348,359

 
128,771,715

 
$
1,283,491

 
$
(341
)
 
$
70,748

 
$
1,650,783



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NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statement of Changes in Equity
Three Months Ended June 30, 2019
(in Thousands, except unit amounts)

 
 
 
 
Limited Partners
 
 
 
 
 
 
 
 
 
 
Preferred
 
Common
 
Accumulated
Other
 
 
 
 
 
 
General
Partner
 
Units
 
Amount
 

Units
 
Amount
 
Comprehensive
Income (Loss)
 
Noncontrolling
Interests
 
Total
Equity
BALANCES AT MARCH 31, 2019
 
$
(50,603
)
 
8,400,000

 
$
202,731

 
124,508,497

 
$
2,067,197

 
$
(255
)
 
$
58,748

 
$
2,277,818

Distributions to general and common unit partners and preferred unitholders
 
(85
)
 

 

 

 
(63,274
)
 

 

 
(63,359
)
Issuance of Class C preferred units, net of offering costs
 

 
1,800,000

 
42,638

 

 

 

 

 
42,638

Equity issued pursuant to incentive compensation plan
 

 

 

 

 
2,752

 

 

 
2,752

Warrants exercised
 

 

 

 
1,458,371

 
15

 

 

 
15

Accretion of beneficial conversion feature of 10.75% Class A convertible preferred units
 

 

 

 

 
(36,517
)
 

 

 
(36,517
)
10.75% Class A convertible preferred units redemption - amount paid in excess of carrying value
 

 

 

 

 
(78,797
)
 

 

 
(78,797
)
Investment in NGL Energy Holdings LLC
 

 

 

 

 
(2,361
)
 

 

 
(2,361
)
Net (loss) income
 
(85
)
 

 

 

 
8,392

 

 
(268
)
 
8,039

Other comprehensive income
 

 

 

 

 

 
37

 

 
37

BALANCES AT JUNE 30, 2019
 
$
(50,773
)
 
10,200,000

 
$
245,369

 
125,966,868

 
$
1,897,407

 
$
(218
)
 
$
58,480

 
$
2,150,265


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

Table of Contents


NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(in Thousands)
 
 
Three Months Ended June 30,
 
 
2020
 
2019
OPERATING ACTIVITIES:
 
 
 
 
Net (loss) income
 
$
(35,252
)
 
$
8,039

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
Loss from discontinued operations, net of tax
 
1,486

 
943

Depreciation and amortization, including amortization of debt issuance costs
 
87,680

 
56,117

Gain on early extinguishment of liabilities, net
 
(19,355
)
 

Non-cash equity-based compensation expense
 
2,302

 
3,701

Loss (gain) on disposal or impairment of assets, net
 
12,022

 
(967
)
Provision for expected credit losses
 
(27
)
 
280

Net adjustments to fair value of commodity derivatives
 
27,402

 
(5,559
)
Equity in earnings of unconsolidated entities
 
(289
)
 
(8
)
Distributions of earnings from unconsolidated entities
 
742

 

Lower of cost or net realizable value adjustments
 
1,950

 
155

Other
 
1,223

 
(1,061
)
Changes in operating assets and liabilities, exclusive of acquisitions:
 
 
 
 
Accounts receivable-trade and affiliates
 
139,734

 
208,572

Inventories
 
(68,281
)
 
(26,954
)
Other current and noncurrent assets
 
30,606

 
(34,761
)
Accounts payable-trade and affiliates
 
(142,439
)
 
(148,413
)
Other current and noncurrent liabilities
 
42,348

 
32,554

Net cash provided by operating activities-continuing operations
 
81,852

 
92,638

Net cash used in operating activities-discontinued operations
 
(1,439
)
 
(22,744
)
Net cash provided by operating activities
 
80,413

 
69,894

INVESTING ACTIVITIES:
 
 
 
 
Capital expenditures
 
(97,815
)
 
(155,391
)
Acquisitions, net of cash acquired
 

 
(54,548
)
Net settlements of commodity derivatives
 
(26,653
)
 
2,072

Proceeds from sales of assets
 
150

 
1,673

Investments in unconsolidated entities
 

 
(889
)
Distributions of capital from unconsolidated entities
 
103

 
439

Repayments on loan for natural gas liquids facility
 

 
3,022

Net cash used in investing activities-continuing operations
 
(124,215
)
 
(203,622
)
Net cash provided by investing activities-discontinued operations
 

 
4,375

Net cash used in investing activities
 
(124,215
)
 
(199,247
)
FINANCING ACTIVITIES:
 
 
 
 
Proceeds from borrowings under Revolving Credit Facility
 
442,500

 
1,139,000

Payments on Revolving Credit Facility
 
(254,500
)
 
(1,155,000
)
Issuance of senior unsecured notes and term credit agreement
 
250,000

 
450,000

Repayment of bridge term credit agreement
 
(250,000
)
 

Repurchase of senior unsecured notes
 
(25,040
)
 

Payments on other long-term debt
 
(163
)
 
(163
)
Debt issuance costs
 
(9,479
)
 
(7,873
)
Distributions to general and common unit partners and preferred unitholders
 
(40,810
)
 
(62,288
)
Distributions to noncontrolling interest owners
 
(2,257
)
 

Proceeds from sale of preferred units, net of offering costs
 

 
42,638

Payments for redemption of preferred units
 

 
(265,128
)
Payments for settlement and early extinguishment of liabilities
 
(62,753
)
 
(543
)
Investment in NGL Energy Holdings LLC
 

 
(2,361
)
Net cash provided by financing activities
 
47,498

 
138,282

Net increase in cash and cash equivalents
 
3,696

 
8,929

Cash and cash equivalents, beginning of period
 
22,704

 
18,572

Cash and cash equivalents, end of period
 
$
26,400

 
$
27,501

Supplemental cash flow information:
 
 
 
 
Cash interest paid
 
$
56,096

 
$
36,538

Income taxes paid (net of income tax refunds)
 
$
590

 
$
2,537

Supplemental non-cash investing and financing activities:
 
 
 
 
Distributions declared but not paid to Class B, Class C and Class D preferred unitholders
 
$
15,030

 
$
5,796

Accrued capital expenditures
 
$
21,042

 
$
32,926

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


Note 1Organization and Operations

NGL Energy Partners LP (“we,” “us,” “our,” or the “Partnership”) is a Delaware limited partnership. NGL Energy Holdings LLC serves as our general partner. At June 30, 2020, our operations included three segments:

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 pipelines.
Our Water Solutions segment transports, treats, recycles and disposes of produced and flowback water generated from crude oil and natural gas production. 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. As part of processing water, we are able to aggregate recovered crude oil, also known as skim oil, that was contained in the water and sell the crude oil. We also sell brackish non-potable water to our producer customers to be used in their crude oil exploration and production activities. 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 Liquids and Refined Products segment conducts marketing 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 company-owned terminals, other third party storage and terminal facilities, common carrier pipelines and our extensive fleet of leased railcars. We also provide natural gas liquids and refined product terminaling and storage services at our salt dome storage facility joint venture in Utah and marine exports through our facility located in Chesapeake, Virginia. We employ a number of contractual and hedging strategies to minimize commodity exposure and maximize earnings stability of this segment.

Note 2Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include our accounts and those of our controlled subsidiaries. Intercompany transactions and account balances have been eliminated in consolidation. Investments we do not control, but can exercise significant influence over, are accounted for using the equity method of accounting. We also own an undivided interest in a crude oil pipeline, and include our proportionate share of assets, liabilities, and expenses related to this pipeline in our unaudited condensed consolidated financial statements.

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited condensed consolidated financial statements exclude certain information and notes required by GAAP for complete annual consolidated financial statements. However, we believe that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements include all adjustments that we consider necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed in this Quarterly Report. The unaudited condensed consolidated balance sheet at March 31, 2020 was derived from our audited consolidated financial statements for the fiscal year ended March 31, 2020 included in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on June 1, 2020.

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, 2021.


9

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


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 estimates we make in the preparation of our unaudited condensed consolidated financial statements include, among others, determining the fair value of assets and liabilities acquired in acquisitions, the fair value of derivative instruments, the collectibility of accounts and notes receivable, the recoverability of inventories, useful lives and recoverability of property, plant and equipment and amortizable intangible assets, the impairment of long-lived assets and goodwill, the fair value of asset retirement obligations, the value of equity-based compensation, accruals for environmental matters and estimating certain revenues. Although we believe these estimates are reasonable, actual results could differ from those estimates.

Significant Accounting Policies

Our significant accounting policies are consistent with those disclosed in Note 2 of our audited consolidated financial statements included in our Annual Report.

Income Taxes

We qualify as a partnership for income tax purposes. As such, we generally do not pay United States federal income tax. Rather, each owner reports his or her share of our income or loss on his or her individual tax return. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined, as we do not have access to information regarding each partner’s basis in the Partnership.

We have a deferred tax liability of $55.6 million and $56.4 million at June 30, 2020 and March 31, 2020, 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 sheet. 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, 2020 was $0.8 million with an effective tax rate of 23.5%. The deferred tax benefit recorded during the three months ended June 30, 2019 was $1.0 million with an effective tax rate of 24.6%.

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 material uncertain tax positions that required recognition in our unaudited condensed consolidated financial statements at June 30, 2020 or March 31, 2020.

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.


10

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Inventories consist of the following at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
Crude oil
 
$
44,246

 
$
18,201

Propane
 
39,329

 
25,163

Butane
 
32,714

 
9,619

Biodiesel
 
8,247

 
8,195

Ethanol
 
5,525

 
1,834

Diesel
 
2,239

 
2,414

Other
 
3,618

 
4,208

Total
 
$
135,918

 
$
69,634



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 (1)
 
Date Acquired
 
June 30, 2020
 
March 31, 2020
 
 
 
 
 
 
 
 
(in thousands)
Water services and land company (2)
 
Water Solutions
 
50%
 
November 2019
 
$
16,623

 
$
16,607

Water services and land company (3)
 
Water Solutions
 
50%
 
November 2019
 
1,976

 
2,092

Water services and land company (4)
 
Water Solutions
 
10%
 
November 2019
 
3,103

 
3,384

Aircraft company (5)
 
Corporate and Other
 
50%
 
June 2019
 
286

 
447

Water services company (6)
 
Water Solutions
 
50%
 
August 2018
 
443

 
449

Natural gas liquids terminal company (7)
 
Liquids and Refined Products
 
50%
 
March 2019
 
195

 
203

Total
 
 
 
 
 
 
 
$
22,626

 
$
23,182

 
(1)
Ownership interest percentages are at June 30, 2020.
(2)
This is an investment that we acquired as part of an acquisition in November 2019, and represents certain membership interests in a limited liability company and are related to specific land operations.
(3)
This is an investment that we acquired as part of an acquisition in November 2019, and represents certain membership interests in a limited liability company and are related to specific land operations.
(4)
This is an investment that we acquired as part of an acquisition in November 2019, and represents certain membership interests in a limited liability company and are related to specific water services operations.
(5)
This is an investment with a related party.
(6)
This is an investment that we acquired as part of an acquisition in August 2018.
(7)
This is an investment that we acquired as part of an acquisition in March 2019.


11

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Other Noncurrent Assets

Other noncurrent assets consist of the following at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
Loan receivable (1)
 
$
2,830

 
$
5,374

Line fill (2)
 
23,039

 
25,763

Minimum shipping fees - pipeline commitments (3)
 
16,374

 
17,443

Other
 
6,496

 
14,557

Total
 
$
48,739

 
$
63,137

 
(1)
Amounts at June 30, 2020 and March 31, 2020 represent the noncurrent portion of a loan receivable, net of an allowance for an expected credit loss, with Victory Propane, LLC. In addition, the amount at March 31, 2020 represents the noncurrent portion of a loan receivable associated with our interest in the construction of a natural gas liquids loading/unloading facility (the “Facility”) that is utilized by a third party. The third party filed for Chapter 11 bankruptcy in July 2019. For a further discussion, see Note 17.
(2)
Represents minimum volumes of product we are required to leave on certain third-party owned pipelines under long-term shipment commitments. At June 30, 2020, line fill consisted of 335,069 barrels of crude oil. At March 31, 2020, line fill consisted of 335,069 barrels of crude oil and 262,000 barrels of propane. Line fill held in pipelines we own is included within property, plant and equipment (see Note 5).
(3)
Represents the noncurrent portion of minimum shipping fees paid in excess of volumes shipped, or deficiency credits, for one contract with a crude oil pipeline operator. This amount can be recovered when volumes shipped exceed the minimum monthly volume commitment (see Note 9). As of June 30, 2020, the deficiency credit was $21.1 million, of which $4.7 million is recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet.

Accrued Expenses and Other Payables

Accrued expenses and other payables consist of the following at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
Accrued compensation and benefits
 
$
26,646

 
$
29,990

Excise and other tax liabilities
 
9,549

 
9,941

Derivative liabilities
 
3,469

 
17,777

Accrued interest
 
24,106

 
39,803

Product exchange liabilities
 
2,749

 
1,687

Contingent consideration liability (1)
 
36,169

 
102,419

Other
 
40,148

 
30,445

Total
 
$
142,836

 
$
232,062


 
(1)
Decrease is due to the monthly installment payments made during the three months ended June 30, 2020 related to our acquisition of certain assets of Mesquite Disposals Unlimited, LLC (“Mesquite”). We have made two monthly payments subsequent to June 30, 2020, and per the agreement, we currently have four remaining monthly payments.

Reclassifications

We have reclassified certain prior period financial statement information to be consistent with the classification methods used in the current fiscal year. These reclassifications did not impact previously reported amounts of assets, liabilities, equity, net income, or cash flows.

Recent Accounting Pronouncements

In March 2020, the SEC issued “Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities”, which amends the disclosure requirements for guarantors

12

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X. The amendment simplifies the disclosure requirements and permits the amended disclosures to be provided outside the footnotes in audited annual or unaudited interim consolidated financial statements in all filings. The guidance is effective for the Partnership for fiscal periods ending after January 4, 2021, although early adoption is permitted. We adopted this guidance effective April 1, 2020 and elected to include the required summarized financial information in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity, Sources of Capital and Capital Resource ActivitiesGuarantor Summarized Financial Information.”

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments-Credit Losses.” The ASU requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected, which would include trade accounts receivable. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. We adopted ASU No. 2016-13 on April 1, 2020, using the modified retrospective approach with a cumulative effect adjustment of $1.1 million to opening equity at the beginning of the period of adoption. See Note 16 for a further discussion of the impact of the adoption of this ASU on our unaudited condensed consolidated financial statements.

Note 3—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,
 
 
2020
 
2019
Weighted average common units outstanding during the period:
 
 
 
 
Common units - Basic
 
128,771,715

 
125,886,738

Common units - Diluted
 
128,771,715

 
125,886,738


For the three months ended June 30, 2020 and 2019, all potential common units or convertible securities were considered antidilutive.


13

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Our loss per common unit is as follows for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands, except unit and per unit amounts)
(Loss) income from continuing operations
 
$
(33,766
)
 
$
8,982

Less: Continuing operations (income) loss attributable to noncontrolling interests
 
(51
)
 
268

Net (loss) income from continuing operations attributable to NGL Energy Partners LP
 
(33,817
)
 
9,250

Less: Distributions to preferred unitholders (1)
 
(22,054
)
 
(129,460
)
Less: Continuing operations net loss allocated to general partner (2)
 
56

 
84

Net loss from continuing operations allocated to common unitholders
 
$
(55,815
)
 
$
(120,126
)
 
 
 
 
 
Loss from discontinued operations, net of tax
 
$
(1,486
)
 
$
(943
)
Less: Discontinued operations loss allocated to general partner (2)
 
1

 
1

Net loss from discontinued operations allocated to common unitholders
 
$
(1,485
)
 
$
(942
)
 
 
 
 
 
Net loss allocated to common unitholders
 
$
(57,300
)
 
$
(121,068
)
 
 
 
 
 
Basic loss per common unit
 
 
 
 
Loss from continuing operations
 
$
(0.43
)
 
$
(0.95
)
Loss from discontinued operations, net of tax
 
$
(0.01
)
 
$
(0.01
)
Net loss
 
$
(0.44
)
 
$
(0.96
)
Diluted loss per common unit
 
 
 
 
Loss from continuing operations
 
$
(0.43
)
 
$
(0.95
)
Loss from discontinued operations, net of tax
 
$
(0.01
)
 
$
(0.01
)
Net loss
 
$
(0.44
)
 
$
(0.96
)
Basic weighted average common units outstanding
 
128,771,715

 
125,886,738

Diluted weighted average common units outstanding
 
128,771,715

 
125,886,738

 
(1)
This amount includes distributions to preferred unitholders. The final accretion for the beneficial conversion of the 10.75% Class A Convertible Preferred Units and the excess of the 10.75% Class A Convertible Preferred Units repurchase price over the carrying value of the units are included in the three months ended June 30, 2019.
(2)
Net loss allocated to the general partner includes distributions to which it is entitled as the holder of incentive distribution rights.

Note 4Acquisitions

The following summarizes the status of the preliminary purchase price allocation of acquisitions completed prior to April 1, 2020:

Hillstone Environmental Partners, LLC (“Hillstone”) Acquisition

During the three months ended June 30, 2020, we received additional information and recorded an increase of less than $0.1 million to current assets and a decrease of $0.5 million to current liabilities with the offset to goodwill. There were no other adjustments to the fair value of assets acquired and liabilities assumed during the three months ended June 30, 2020. As of June 30, 2020, the allocation of the purchase price is considered preliminary as we are continuing to gather additional information to (i) finalize the calculation of the deferred tax liability and (ii) finalize working capital items.


14

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Note 5Property, Plant and Equipment

Our property, plant and equipment consists of the following at the dates indicated:
Description
 
Estimated
Useful Lives
 
June 30, 2020
 
March 31, 2020
 
 
(in years)
 
(in thousands)
Natural gas liquids terminal and storage assets
 
2
-
30
 
$
316,327

 
$
314,694

Pipeline and related facilities
 
30
-
40
 
244,937

 
244,751

Vehicles and railcars
 
3
-
25
 
126,199

 
123,937

Water treatment facilities and equipment
 
3
-
30
 
1,743,555

 
1,525,859

Crude oil tanks and related equipment
 
2
-
30
 
233,402

 
234,143

Barges and towboats
 
5
-
30
 
125,169

 
125,162

Information technology equipment
 
3
-
7
 
37,686

 
34,261

Buildings and leasehold improvements
 
3
-
40
 
154,054

 
151,690

Land
 
 
 
 
 
96,645

 
91,446

Tank bottoms and line fill (1)
 
 
 
 
 
20,346

 
20,346

Other
 
3
-
20
 
14,996

 
14,627

Construction in progress
 
 
 
 
 
290,492

 
499,707

 
 
 
 
 
 
3,403,808

 
3,380,623

Accumulated depreciation
 
 
 
 
 
(570,806
)
 
(529,068
)
Net property, plant and equipment
 
 
 
 
 
$
2,833,002

 
$
2,851,555

 
(1)
Tank bottoms, which are product volumes required for the operation of storage tanks, are recorded at historical cost. We recover tank bottoms when the storage tanks are removed from service. Line fill, which represents our portion of the product volume required for the operation of the proportionate share of a pipeline we own, is recorded at historical cost.

The following table summarizes depreciation expense and capitalized interest expense for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Depreciation expense
 
$
46,723

 
$
25,456

Capitalized interest expense
 
$
1,668

 
$



Amounts in the table above for the three months ended June 30, 2019 do not include depreciation expense and capitalized interest expense related to TPSL (as defined herein), as these amounts have been classified as discontinued operations within our unaudited condensed consolidated statement of operations (see Note 18).

We record (gains) losses from the sales of property, plant and equipment and any write-downs in value due to impairment within loss (gain) on disposal or impairment of assets, net in our unaudited condensed consolidated statements of operations. The following table summarizes (gains) losses on the disposal or impairment of property, plant and equipment by segment for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Crude Oil Logistics
 
$
1,844

 
$
(533
)
Water Solutions
 
326

 
48

Liquids and Refined Products
 
4

 
(3
)
Total
 
$
2,174

 
$
(488
)



15

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Note 6Goodwill

The following table summarizes changes in goodwill by segment during the three months ended June 30, 2020:
 
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids and
Refined Products
 
Total
 
 
(in thousands)
Balances at March 31, 2020
 
$
579,846

 
$
294,658

 
$
119,083

 
$
993,587

Revisions to acquisition accounting (Note 4)
 

 
(473
)
 

 
(473
)
Balances at June 30, 2020
 
$
579,846

 
$
294,185

 
$
119,083

 
$
993,114



Note 7Intangible Assets

Our intangible assets consist of the following at the dates indicated:
 
 
 
 
 
 
June 30, 2020
 
March 31, 2020
Description
 
Amortizable Lives
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net
 
 
(in years)
 
(in thousands)
Amortizable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
 
3
-
30
 
$
1,435,573

 
$
(469,398
)
 
$
966,175

 
$
1,435,573

 
$
(445,250
)
 
$
990,323

Customer commitments
 
10
-
25
 
502,000

 
(121,347
)
 
380,653

 
502,000

 
(111,677
)
 
390,323

Pipeline capacity rights
 
30
 
 
 
7,799

 
(1,712
)
 
6,087

 
7,799

 
(1,647
)
 
6,152

Rights-of-way and easements
 
1
-
45
 
89,709

 
(7,194
)
 
82,515

 
89,476

 
(6,506
)
 
82,970

Water rights
 
13
-
30
 
100,937

 
(9,972
)
 
90,965

 
100,937

 
(8,441
)
 
92,496

Executory contracts and other agreements
 
5
-
30
 
48,601

 
(18,990
)
 
29,611

 
48,570

 
(18,210
)
 
30,360

Non-compete agreements
 
2
-
24
 
12,723

 
(5,255
)
 
7,468

 
12,723

 
(4,735
)
 
7,988

Debt issuance costs (1)
 
3
-
5
 
44,457

 
(36,515
)
 
7,942

 
44,051

 
(34,983
)
 
9,068

Total amortizable
 
 
 
 
 
2,241,799

 
(670,383
)
 
1,571,416

 
2,241,129

 
(631,449
)
 
1,609,680

Non-amortizable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
 
 
 
 
2,800

 

 
2,800

 
2,800

 

 
2,800

Total
 
 
 
 
 
$
2,244,599

 
$
(670,383
)
 
$
1,574,216

 
$
2,243,929

 
$
(631,449
)
 
$
1,612,480

 
(1)
Includes debt issuance costs related to the Revolving Credit Facility (as defined herein) and the Sawtooth credit agreement. Debt issuance costs related to the fixed-rate notes, Bridge Term Credit Agreement (as defined herein) and Term Credit Agreement (as defined herein) are reported as a reduction of the carrying amount of long-term debt.

The weighted-average remaining amortization period for intangible assets is approximately 18.7 years.

Amortization expense is as follows for the periods indicated:
 
 
Three Months Ended June 30,
Recorded In
 
2020
 
2019
 
 
(in thousands)
Depreciation and amortization
 
$
37,263

 
$
28,298

Cost of sales
 
77

 
87

Interest expense
 
1,532

 
1,276

Operating expenses
 
62

 
151

Total
 
$
38,934

 
$
29,812



16

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Amounts in the table above for the three months ended June 30, 2019 do not include amortization expense related to TPSL, as these amounts have been classified as discontinued operations within our unaudited condensed consolidated statement of operations (see Note 18).

Expected amortization of our intangible assets is as follows (in thousands):
Fiscal Year Ending March 31,
 
2021 (nine months)
$
105,660

2022
131,329

2023
122,766

2024
116,563

2025
100,334

Thereafter
994,764

Total
$
1,571,416



Note 8Long-Term Debt

Our long-term debt consists of the following at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
Face
Amount
 
Unamortized
Debt Issuance
Costs (1)
 
Book
Value
 
Face
Amount
 
Unamortized
Debt Issuance
Costs (1)
 
Book
Value
 
 
(in thousands)
Revolving credit facility:
 
 
 
 
 
 
 
 
 
 
 
 
Expansion capital borrowings
 
$
1,400,000

 
$

 
$
1,400,000

 
$
1,120,000

 
$

 
$
1,120,000

Working capital borrowings
 
258,000

 

 
258,000

 
350,000

 

 
350,000

Senior unsecured notes:
 
 
 
 
 
 
 
 
 
 
 
 
7.500% Notes due 2023 ("2023 Notes")
 
592,323

 
(4,904
)
 
587,419

 
607,323

 
(5,405
)
 
601,918

6.125% Notes due 2025 ("2025 Notes")
 
380,020

 
(3,927
)
 
376,093

 
387,320

 
(4,217
)
 
383,103

7.500% Notes due 2026 ("2026 Notes")
 
425,081

 
(6,316
)
 
418,765

 
450,000

 
(6,975
)
 
443,025

Bridge term credit agreement
 

 

 

 
250,000

 
(3,198
)
 
246,802

Term credit agreement
 
250,000

 
(8,875
)
 
241,125

 

 

 

Other long-term debt
 
4,521

 

 
4,521

 
4,683

 

 
4,683

 
 
3,309,945

 
(24,022
)
 
3,285,923

 
3,169,326

 
(19,795
)
 
3,149,531

Less: Current maturities
 
4,521

 

 
4,521

 
4,683

 

 
4,683

Long-term debt
 
$
3,305,424

 
$
(24,022
)
 
$
3,281,402

 
$
3,164,643

 
$
(19,795
)
 
$
3,144,848

 
(1)
Debt issuance costs related to the Revolving Credit Facility and the Sawtooth credit agreement are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.

Amortization expense for debt issuance costs related to long-term debt in the table above was $2.0 million and $0.8 million during the three months ended June 30, 2020 and 2019, respectively.


17

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Expected amortization of debt issuance costs is as follows (in thousands):
Fiscal Year Ending March 31,
 
 
2021 (nine months)
 
$
4,852

2022
 
6,429

2023
 
6,421

2024
 
3,322

2025
 
1,864

Thereafter
 
1,134

Total
 
$
24,022



Credit Agreement

We are party to a credit agreement (“Credit Agreement”) with a syndicate of banks. The Credit Agreement provides up to $1.915 billion in aggregate commitments and consists of a revolving credit facility to fund working capital needs (“Working Capital Facility”), and another to fund acquisitions and expansion projects (“Expansion Capital Facility”). On April 27, 2020, we amended our Credit Agreement to reallocate availability between the two revolving credit facilities. We reduced the capacity of the Working Capital Facility to $350.0 million and increased the Expansion Capital Facility to $1.565 billion (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). We had letters of credit of $85.2 million on the Working Capital Facility at June 30, 2020. The capacity under the Working Capital Facility may be limited by a “borrowing base” (as defined in the Credit Agreement) which is calculated based on the value of certain working capital items at any point in time. The commitments under the Credit Agreement expire on October 5, 2021.

At June 30, 2020, the borrowings under the Credit Agreement had a weighted average interest rate of 2.74%, calculated as the weighted average LIBOR rate of 0.19% plus a margin of 2.50% for LIBOR borrowings and the prime rate of 3.25% plus a margin of 1.50% on alternate base rate borrowings. At June 30, 2020, the interest rate in effect on letters of credit was 2.50%. Commitment fees are charged at a rate ranging from 0.375% to 0.50% on any unused capacity.

The Credit Agreement specifies that our senior secured leverage ratio cannot be more than 3.50 to 1, that our interest coverage ratio cannot be less than 2.50 to 1 and the total leverage indebtedness ratio cannot be more than 5.50 to 1 at any quarter end. At June 30, 2020, our senior secured leverage ratio was approximately 3.06 to 1, our interest coverage ratio was approximately 3.47 to 1, and our total leverage indebtedness ratio was approximately 5.36 to 1.

We were in compliance with the covenants under the Credit Agreement at June 30, 2020.

Senior Unsecured Notes

The senior unsecured notes include the 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Senior Unsecured Notes”).

18

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Repurchases

The following table summarizes repurchases of Senior Unsecured Notes for the period indicated:
 
 
Three Months Ended
 
 
June 30,
 
 
2020
 
 
(in thousands)
2023 Notes
 
 
Notes repurchased
 
$
15,000

Cash paid (excluding payments of accrued interest)
 
$
8,421

Gain on early extinguishment of debt (1)
 
$
6,449

 
 
 
2025 Notes
 
 
Notes repurchased
 
$
7,300

Cash paid (excluding payments of accrued interest)
 
$
3,647

Gain on early extinguishment of debt (2)
 
$
3,575

 
 
 
2026 Notes
 
 
Notes repurchased
 
$
24,919

Cash paid (excluding payments of accrued interest)
 
$
12,972

Gain on early extinguishment of debt (3)
 
$
11,567

 
(1)
Gain on early extinguishment of debt for the 2023 Notes is inclusive of the write-off of debt issuance costs of $0.1 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.
(2)
Gain on early extinguishment of debt for the 2025 Notes is inclusive of the write-off of debt issuance costs of $0.1 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.
(3)
Gain on early extinguishment of debt for the 2026 Notes is inclusive of the write-off of debt issuance costs of $0.4 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.

Compliance

At June 30, 2020, we were in compliance with the covenants under the indentures for all of the Senior Unsecured Notes.

Term Credit Agreement

On June 3, 2020, we entered into a new $250.0 million term credit agreement (the “Term Credit Agreement”) with certain funds and accounts managed by affiliates of Apollo Global Management, Inc. to refinance the existing Bridge Term Credit Agreement (as defined herein).

The commitments under the Term Credit Agreement expire on June 3, 2023 and are callable by us after two years at par. We are subject to prepayments of principal if we enter into certain transactions to sell assets, issue equity or obtain new borrowings.

The obligations under the Term Credit Agreement are guaranteed by the Partnership and certain of NGL Energy Operating LLC’s (“Borrower”) wholly-owned subsidiaries, and are secured by substantially all of the assets of the Borrower, the Partnership and the other subsidiary guarantors subject to certain customary exclusions.

All borrowings under the Term Credit Agreement bear interest at LIBOR (based on the higher of one-month or three-month LIBOR), subject to a 1.50% LIBOR floor, plus 8.00%. At June 30, 2020, the borrowings under the Term Credit Agreement had an interest rate of 9.50% (as of June 30, 2020 the reference LIBOR rate was below the LIBOR floor of 1.50%).


19

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The Term Credit Agreement contains various customary representations, warranties and covenants by the Partnership and its subsidiaries, including, without limitation, (i) financial covenants limiting leverage, including senior secured leverage and total leverage, and requiring a minimum interest coverage, (ii) negative covenants limiting indebtedness, liens, investments, equity distributions, dispositions and fundamental changes and involving the Partnership or its subsidiaries and (iii) affirmative covenants requiring, among other things, reporting of financial information and material events and covenants to maintain existence and pay taxes, in each case substantially consistent with the Borrower’s existing Revolving Credit Facility.

The Term Credit Agreement specifies that our senior secured leverage ratio cannot be more than 3.50 to 1, that our interest coverage ratio cannot be less than 2.50 to 1 and the total leverage indebtedness ratio cannot be more than 5.75 to 1 for the four fiscal quarters of the fiscal year ending March 31, 2021. As of June 30, 2021 and through June 3, 2023, the maximum total leverage indebtedness ratio will be 5.50 to 1. At June 30, 2020, our senior secured leverage ratio was approximately 3.06 to 1, our interest coverage ratio was approximately 3.47 to 1, and our total leverage indebtedness ratio was approximately 5.36 to 1.

At June 30, 2020, we were in compliance with the covenants under the Term Credit Agreement.

Bridge Term Credit Agreement

On July 2, 2019, we entered into a bridge term credit agreement (the “Bridge Term Credit Agreement”) with Toronto Dominion (Texas) LLC for a $250.0 million term loan facility. Toronto Dominion (Texas) LLC and certain of its affiliates are also lenders under our Credit Agreement. On June 3, 2020, we used the proceeds from the Term Credit Agreement to pay off the outstanding balance of the Bridge Term Credit Agreement. We wrote off $2.2 million of debt issuance costs to gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.

Sawtooth Credit Agreement

On November 27, 2019, Sawtooth Caverns LLC (“Sawtooth”), a joint venture in which we own approximately a 71.5% interest, entered into a credit agreement with Zions Bancorporation (doing business as “Amegy Bank”). The Sawtooth credit agreement has a capacity of $20.0 million. The commitments under the Sawtooth credit agreement expire on November 27, 2022. At June 30, 2020, no amounts had been borrowed under the Sawtooth credit agreement. Commitment fees are charged at a rate of 0.50% on any unused capacity.

Other Long-Term Debt

We have other notes payable related to equipment financing. The interest rates on these instruments range from 4.13% to 7.10% per year and have an aggregate principal balance of $4.5 million at June 30, 2020.

Debt Maturity Schedule

The scheduled maturities of our long-term debt are as follows at June 30, 2020:
Fiscal Year Ending March 31,
 
Revolving
Credit
Facility
 
Senior
Unsecured
Notes
 
Term Credit
Agreement
 
Other
Long-Term
Debt
 
Total
 
 
(in thousands)
2021 (nine months)
 
$

 
$

 
$

 
$
4,521

 
$
4,521

2022
 
1,658,000

 

 

 

 
1,658,000

2023
 

 

 

 

 

2024
 

 
592,323

 
250,000

 

 
842,323

2025
 

 
380,020

 

 

 
380,020

Thereafter
 

 
425,081

 

 

 
425,081

Total
 
$
1,658,000

 
$
1,397,424

 
$
250,000

 
$
4,521

 
$
3,309,945




20

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Note 9Commitments and Contingencies

Legal Contingencies

In August 2015, LCT Capital, LLC (“LCT”) filed a lawsuit against NGL Energy Holdings LLC (the “GP”) and the Partnership seeking payment for investment banking services relating to the purchase of TransMontaigne Inc. and related assets in July 2014. After pre-trial rulings, LCT was limited to pursuing claims of (i) quantum meruit (the value of the services rendered by LCT) and (ii) fraudulent misrepresentation against the defendants. Following a jury trial conducted in Delaware state court from July 23, 2018 through August 1, 2018, the jury returned a verdict consisting of an award of $4.0 million for quantum meruit and $29.0 million for fraudulent misrepresentation, subject to statutory interest. The GP and the Partnership contend that the jury verdict, at least in respect of fraudulent misrepresentation, is not supportable by either controlling law or the evidentiary record. On December 5, 2019, in response to the defendants’ post-trial motion, the Court issued an Order overturning the jury’s damages award and ordering the case to be set for a damages-only trial. Both parties filed applications with the trial court asking the trial court to certify the December 5th Order for interlocutory, immediate review by the Appellate Court. On December 23, 2019, the trial court issued an Order certifying for immediate review by the appellate court the issue of whether the types of damages awarded by the jury are legally supportable since it was also determined by the Court that there was no contract between the parties. On January 7, 2020, the Supreme Court of Delaware entered an Order expanding the issues to be reviewed on appeal to include the additional issues raised by the NGL parties’ application - namely, whether the December 5th Order correctly set aside the jury’s $4.0 million quantum meruit award, whether certain jury instructions were correct and whether the evidence presented at trial supported the claims asserted by LCT. The Supreme Court consolidated the appeal proceedings for judicial efficiency and set a briefing cycle for the parties whereby the appeal-related briefs and materials were fully submitted by both parties on August 10, 2020. It is our position that the awards, even if they each stand, are not cumulative. Any allocation of the ultimate verdict award between the GP and the Partnership will be made by the board of directors of our general partner once all information is available to it and after the post-trial and any appellate process has concluded and the verdict is final as a matter of law. Because the Partnership is a named defendant in the lawsuit, and any judgment ultimately awarded would be joint and several with the GP, we have determined that it is probable that the Partnership could be liable for a portion of this judgment. At this time, we believe the amount that could be allocated to the Partnership would not be material as it is estimated to be less than $4.0 million. As of June 30, 2020, we have accrued $2.5 million related to this matter.

We are party to various other claims, legal actions, and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions, and complaints, after consideration of amounts accrued, insurance coverage, and other arrangements, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our liabilities may change materially as circumstances develop.

Environmental Matters

At June 30, 2020, we have an environmental liability, measured on an undiscounted basis, of $1.9 million, which is recorded within accrued expenses and other payables in our unaudited condensed consolidated balance sheet. Our operations are subject to extensive federal, state, and local environmental laws and regulations. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in our business, and there can be no assurance that we will not incur significant costs. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from the operations, could result in substantial costs. Accordingly, we have adopted policies, practices, and procedures in the areas of pollution control, product safety, occupational health, and the handling, storage, use, and disposal of hazardous materials designed to prevent material environmental or other damage, and to limit the financial liability that could result from such events. However, some risk of environmental or other damage is inherent in our business.

Asset Retirement Obligations

We have contractual and regulatory obligations at certain facilities for which we have to perform remediation, dismantlement, or removal activities when the assets are retired. Our liability for asset retirement obligations is discounted to present value. To calculate the liability, we make estimates and assumptions about the retirement cost and the timing of retirement. Changes in our assumptions and estimates may occur as a result of the passage of time and the occurrence of future

21

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


events. The following table summarizes changes in our asset retirement obligation, which is reported within other noncurrent liabilities in our unaudited condensed consolidated balance sheets (in thousands):
Balance at March 31, 2020
$
18,416

Liabilities incurred
830

Accretion expense
354

Balance at June 30, 2020
$
19,600



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.

Other Commitments

We have noncancelable agreements for product storage, railcar spurs and real estate. The following table summarizes future minimum payments under these agreements at June 30, 2020 (in thousands):
Fiscal Year Ending March 31,
 
2021 (nine months)
$
12,455

2022
11,838

2023
4,497

2024
197

2025
172

Thereafter
526

Total
$
29,685



As part of the acquisition of Hillstone, discussed in Note 4, we assumed an obligation to pay a quarterly subsidy payment in the event that specified volumetric thresholds are not exceeded at a third-party facility. This agreement expires on December 31, 2022. For the three months ended June 30, 2020, we recorded $0.7 million within operating expense in our unaudited condensed consolidated statement of operations. At June 30, 2020, the range of potential payments we could be obligated to make pursuant to the subsidy agreement could be from $0.0 million to $8.1 million.

Pipeline Capacity Agreements

We have noncancelable agreements with crude oil pipeline operators, which guarantee us minimum monthly shipping capacity on the pipelines. As a result, we are required to pay the minimum shipping fees if actual shipments are less than our allotted capacity. Under certain agreements we have the ability to recover minimum shipping fees previously paid if our shipping volumes exceed the minimum monthly shipping commitment during each month remaining under the agreement, with some contracts containing provisions that allow us to continue shipping up to six months after the maturity date of the contract in order to recapture previously paid minimum shipping delinquency fees. We currently have an asset recorded in prepaid expenses and other current assets and in other noncurrent assets in our unaudited condensed consolidated balance sheet for minimum shipping fees paid in both the current and previous periods that are expected to be recovered in future periods by exceeding the minimum monthly volumes (see Note 2).


22

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes future minimum throughput payments under these agreements at June 30, 2020 (in thousands):
Fiscal Year Ending March 31,
 
2021 (nine months)
$
26,509

2022
35,314

2023
35,314

2024
35,410

2025
30,897

Total
$
163,444



Construction Commitments

At June 30, 2020, we had construction commitments of $2.5 million.

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, 2020, we had the following commodity purchase commitments (in thousands):
 
 
Crude Oil (1)
 
Natural Gas Liquids
 
 
Value
 
Volume
(in barrels)
 
Value
 
Volume
(in gallons)
Fixed-Price Commodity Purchase Commitments:
 
 
 
 
 
 
 
 
2021 (nine months)
 
$
48,972

 
1,347

 
$
11,545

 
25,416

2022
 

 

 
2,495

 
5,766

Total
 
$
48,972

 
1,347

 
$
14,040

 
31,182

 
 
 
 
 
 
 
 
 
Index-Price Commodity Purchase Commitments:
 
 
 
 
 
 
 
 
2021 (nine months)
 
$
787,180

 
22,005

 
$
456,844

 
937,433

2022
 
707,480

 
18,484

 
17,601

 
37,069

2023
 
643,062

 
15,702

 

 

2024
 
602,350

 
14,359

 

 

2025
 
436,785

 
10,220

 

 

Thereafter
 
17,426

 
390

 

 

Total
 
$
3,194,283

 
81,160

 
$
474,445

 
974,502


 
(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.

23

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



At June 30, 2020, we had the following commodity sale commitments (in thousands):
 
 
Crude Oil
 
Natural Gas Liquids
 
 
Value
 
Volume
(in barrels)
 
Value
 
Volume
(in gallons)
Fixed-Price Commodity Sale Commitments:
 
 
 
 
 
 
 
 
2021 (nine months)
 
$
49,667

 
1,347

 
$
89,105

 
142,845

2022
 

 

 
5,522

 
10,010

2023
 

 

 
28

 
35

Total
 
$
49,667

 
1,347

 
$
94,655

 
152,890

 
 
 
 
 
 
 
 
 
Index-Price Commodity Sale Commitments:
 
 
 
 
 
 
 
 
2021 (nine months)
 
$
545,789

 
13,865

 
$
582,198

 
871,580

2022
 
193,108

 
4,745

 
11,309

 
18,682

2023
 
198,301

 
4,745

 

 

2024
 
204,146

 
4,758

 

 

2025
 
208,894

 
4,745

 

 

Thereafter
 
17,426

 
390

 

 

Total
 
$
1,367,664

 
33,248

 
$
593,507

 
890,262



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 11) 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 11, and represent $3.5 million of our prepaid expenses and other current assets and $2.7 million of our accrued expenses and other payables at June 30, 2020.

Note 10Equity

Partnership Equity

The Partnership’s equity consists of a 0.1% general partner interest and a 99.9% limited partner interest, which consists of common units. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 0.1% general partner interest. Our general partner is not required to guarantee or pay any of our debts and obligations. As of June 30, 2020, we owned 8.69% of our general partner.

Common Unit Repurchase Program

On August 30, 2019, the board of directors of our general partner authorized a common unit repurchase program, under which we may repurchase up to $150.0 million of our outstanding common units through September 30, 2021 from time to time in the open market or in other privately negotiated transactions. We did not repurchase any units under this plan during the three months ended June 30, 2020.


24

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Our Distributions

The following table summarizes distributions declared on our common units during the last two quarters:
Date Declared
 
Record Date
 
Payment Date
 
Amount Per Unit
 
Amount Paid/Payable
to Limited Partners
 
Amount Paid/Payable
to General Partner
 
 
 
 
 
 
 
 
(in thousands)
 
(in thousands)
April 27, 2020
 
May 7, 2020
 
May 15, 2020
 
$
0.2000

 
$
25,754

 
$
26

July 23, 2020
 
August 6, 2020
 
August 14, 2020
 
$
0.2000

 
$
25,754

 
$
26



Class B Preferred Units

On June 13, 2017, we issued 8,400,000 of our 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $202.7 million (net of the underwriters’ discount of $6.6 million and offering costs of $0.7 million).

On July 2, 2019, we issued 4,185,642 Class B Preferred Units to fund a portion of the purchase price for the Mesquite acquisition.

The current distribution rate for the Class B Preferred Units is 9.00% per year of the $25.00 liquidation preference per unit (equal to $2.25 per unit per year). The following table summarizes distributions declared on our Class B Preferred Units during the last two quarters:
 
 
 
 
 
 
 
 
Amount Paid to Class B
Date Declared
 
Record Date
 
Payment Date
 
Amount Per Unit
 
Preferred Unitholders
 
 
 
 
 
 
 
 
(in thousands)
March 16, 2020
 
March 31, 2020
 
April 15, 2020
 
$
0.5625

 
$
7,079

June 15, 2020
 
June 30, 2020
 
July 15, 2020
 
$
0.5625

 
$
7,079



The distribution amount paid on July 15, 2020 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2020.

Class C Preferred Units

On April 2, 2019, we issued 1,800,000 of our 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) representing limited partner interests at a price of $25.00 per unit for net proceeds of $42.9 million (net of the underwriters’ discount of $1.4 million and offering costs of $0.7 million).

The current distribution rate for the Class C Preferred Units is 9.625% per year of the $25.00 liquidation preference per unit (equal to $2.41 per unit per year). The following table summarizes distributions declared on our Class C Preferred Units during the last two quarters:
 
 
 
 
 
 
 
 
Amount Paid to Class C
Date Declared
 
Record Date
 
Payment Date
 
Amount Per Unit
 
Preferred Unitholders
 
 
 
 
 
 
 
 
(in thousands)
March 16, 2020
 
March 31, 2020
 
April 15, 2020
 
$
0.6016

 
$
1,083

June 15, 2020
 
June 30, 2020
 
July 15, 2020
 
$
0.6016

 
$
1,083



The distribution amount paid on July 15, 2020 is included in accrued expenses and other payables in our unaudited condensed consolidated balance sheet at June 30, 2020.


25

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Class D Preferred Units

On July 2, 2019, we completed a private placement of an aggregate of 400,000 preferred units (“Class D Preferred Units”) and warrants exercisable to purchase an aggregate of 17,000,000 common units for net proceeds of $385.4 million. On October 31, 2019, we completed a private placement of an aggregate of 200,000 Class D Preferred Units and warrants exercisable to purchase an aggregate of 8,500,000 common units for net proceeds of $194.7 million. As of June 30, 2020, all warrants are still outstanding.

The current distribution rate for the Class D Preferred Units is 9.00% per year per unit (equal to $90.00 per every $1,000 in unit value per year). The following table summarizes distributions declared on our Class D Preferred Units during the last two quarters:
 
 
 
 
 
 
 
 
Amount Paid to Class D
Date Declared
 
Record Date
 
Payment Date
 
Amount Per Unit
 
Preferred Unitholders
 
 
 
 
 
 
 
 
(in thousands)
April 27, 2020
 
May 7, 2020
 
May 15, 2020
 
$
11.25

 
$
6,868

July 23, 2020
 
August 6, 2020
 
August 14, 2020
 
$
11.25

 
$
6,946



The distributions paid in cash for the three months ended June 30, 2020 of $6.9 million represented 50% of the Class D Preferred Units distribution amount. In accordance with the terms of our Partnership Agreement, the value of each Class D Preferred Unit shall automatically increase by the non-cash accretion, which is approximately $6.9 million in the aggregate with respect to the distributions for the three months ended June 30, 2020.

Equity-Based Incentive Compensation

Our general partner has adopted a long-term incentive plan (“LTIP”), which allows for the issuance of equity-based compensation. Our general partner has granted certain restricted units to employees and directors, which vest in tranches, subject to the continued service of the recipients through the vesting date (the “Service Awards”). The awards may also vest upon a change of control, at the discretion of the board of directors of our general partner. No distributions accrue to or are paid on the Service Awards during the vesting period.

The following table summarizes the Service Award activity during the three months ended June 30, 2020:
Unvested Service Award units at March 31, 2020
 
1,371,425

Units granted
 
3,000

Units forfeited
 
(10,500
)
Unvested Service Award units at June 30, 2020
 
1,363,925



The following table summarizes the scheduled vesting of our unvested Service Award units at June 30, 2020:
Fiscal Year Ending March 31,
 
 
2021 (nine months)
 
907,700

2022
 
456,225

Total
 
1,363,925



Service Awards are valued at the average of the high/low sales price as of the grant date less the present value of the expected distribution stream over the vesting period using a risk-free interest rate. The weighted-average grant price for June 30, 2020 was $4.54. We record the expense for each Service Award on a straight-line basis over the requisite period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date value of the award that is vested at that date.

During the three months ended June 30, 2020 and 2019, we recorded compensation expense related to Service Award units of $1.3 million and $2.8 million, respectively.

26

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The following table summarizes the estimated future expense we expect to record on the unvested Service Award units at June 30, 2020 (in thousands):
Fiscal Year Ending March 31,
 
 
2021 (nine months)
 
$
3,602

2022
 
1,706

Total
 
$
5,308



As of June 30, 2020, there are approximately 2.9 million common units remaining available for issuance under the LTIP.

Note 11Fair Value of Financial Instruments

Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature.

Commodity Derivatives

The following table summarizes the estimated fair values of our commodity derivative assets and liabilities reported in our unaudited condensed consolidated balance sheet at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
Derivative
Assets
 
Derivative
Liabilities
 
Derivative
Assets
 
Derivative
Liabilities

 
(in thousands)
Level 1 measurements
 
$
23,080

 
$
(8,509
)
 
$
64,037

 
$
(2,235
)
Level 2 measurements
 
3,486

 
(3,584
)
 
25,217

 
(17,635
)

 
26,566

 
(12,093
)
 
89,254

 
(19,870
)
 
 
 
 
 
 
 
 
 
Netting of counterparty contracts (1)
 
(8,530
)
 
8,530

 
(2,282
)
 
2,282

Net cash collateral provided (held)
 
3,688

 

 
(50,104
)
 
(370
)
Commodity derivatives
 
$
21,724

 
$
(3,563
)
 
$
36,868

 
$
(17,958
)
 
(1)
Relates to commodity derivative assets and liabilities that are expected to be net settled on an exchange or through a netting arrangement with the counterparty. Our physical contracts that do not qualify as normal purchase normal sale transactions are not subject to such netting arrangements.

The following table summarizes the accounts that include our commodity derivative assets and liabilities in our unaudited condensed consolidated balance sheets at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
Prepaid expenses and other current assets
 
$
21,724

 
$
36,868

Accrued expenses and other payables
 
(3,469
)
 
(17,777
)
Other noncurrent liabilities
 
(94
)
 
(181
)
Net commodity derivative asset
 
$
18,161

 
$
18,910




27

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes our open commodity derivative contract positions at the dates indicated. We do not account for these derivatives as hedges.
Contracts
 
Settlement Period
 
Net Long
(Short)
Notional Units
(in barrels)
 
Fair Value
of
Net Assets
(Liabilities)
 
 
 
 
(in thousands)
At June 30, 2020:
 
 
 
 
 
 
Crude oil fixed-price (1)
 
July 2020–December 2021
 
(2,565
)
 
$
13,408

Propane fixed-price (1)
 
July 2020–December 2021
 
1,209

 
3,024

Refined products fixed-price (1)
 
July 2020–March 2021
 
(193
)
 
(727
)
Other
 
July 2020–March 2022
 
 
 
(1,232
)
 
 
 
 
 
 
14,473

Net cash collateral provided
 
 
 
 
 
3,688

Net commodity derivative asset
 
 
 
 
 
$
18,161

 
 
 
 
 
 
 
At March 31, 2020:
 
 
 
 
 
 
Crude oil fixed-price (1)
 
April 2020–December 2021
 
(2,252
)
 
$
41,721

Propane fixed-price (1)
 
April 2020–December 2021
 
415

 
(738
)
Refined products fixed-price (1)
 
April 2020–January 2021
 
(26
)
 
27,401

Other
 
April 2020–March 2022
 
 
 
1,000

 
 
 
 
 
 
69,384

Net cash collateral held
 
 
 
 
 
(50,474
)
Net commodity derivative asset
 
 
 
 
 
$
18,910

 
(1)
We may have fixed price physical purchases, including inventory, offset by floating price physical sales or floating price physical purchases offset by fixed price physical sales. These contracts are derivatives we have entered into as an economic hedge against the risk of mismatches between fixed and floating price physical obligations.

During the three months ended June 30, 2020 and 2019, we recorded a net loss of $27.4 million and a net gain of $5.6 million, respectively, from our commodity derivatives to revenues and cost of sales in our unaudited condensed consolidated statements of operations. The amounts for the three months ended June 30, 2020 and 2019 do not include net gains and losses related to Mid-Con (as defined herein), Gas Blending (as defined herein) and TPSL, as these amounts have been classified as discontinued operations within our unaudited condensed consolidated statement of operations (see Note 18).

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, 2020, 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 Revolving Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At June 30, 2020, we had $1.7 billion of outstanding borrowings under the Revolving Credit Facility at a weighted average interest rate of 2.74%.


28

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The Term Credit Agreement is variable-rate debt with interest rates that are generally indexed to LIBOR interest rates. At June 30, 2020, we had $250.0 million of outstanding borrowings under the Term Credit Agreement at an interest rate of 9.50%.

Fair Value of Fixed-Rate Notes

The following table provides fair value estimates of our fixed-rate notes at June 30, 2020 (in thousands):
Senior Unsecured Notes:
 
2023 Notes
$
497,551

2025 Notes
$
292,972

2026 Notes
$
324,788



For the Senior Unsecured Notes, the fair value estimates were developed based on publicly traded quotes and would be classified as Level 2 in the fair value hierarchy.

Note 12Segments

As a result of the sale of a large part of the assets that constituted the former Refined Products and Renewables reportable segment, the Chief Operating Decision Maker (CODM) decided during the fourth quarter of fiscal year 2020 that the remaining business within the former Refined Products and Renewables reportable segment would be aggregated with the former Liquids reportable segment and form the current Liquids and Refined Products reportable segment. Operating results for the reportable segments have been recast for the three months ended June 30, 2019 to reflect these changes. Our Crude Oil Logistics and Water Solutions reportable segments remain unchanged from what has been previously reported.

The following table summarizes revenues related to our segments. Transactions between segments are recorded based on prices negotiated between the segments. The “Corporate and Other” category in the table below includes certain corporate expenses that are not allocated to the reportable segments.

29

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Revenues:
 
 
 
 
Crude Oil Logistics:
 
 
 
 
Topic 606 revenues
 
 
 
 
Crude oil sales
 
$
230,728

 
$
682,069

Crude oil transportation and other
 
42,641

 
39,997

Non-Topic 606 revenues
 
3,169

 
3,621

Elimination of intersegment sales
 
(499
)
 
(9,527
)
Total Crude Oil Logistics revenues
 
276,039

 
716,160

Water Solutions:
 
 
 
 
Topic 606 revenues
 
 
 
 
Disposal service fees
 
81,378

 
51,140

Sale of recovered crude oil
 
1,368

 
14,335

Sale of brackish non-potable water
 
1,833

 
2,096

Other service revenues
 
3,486

 
4,212

Total Water Solutions revenues
 
88,065

 
71,783

Liquids and Refined Products:
 
 
 
 
Topic 606 revenues
 
 
 
 
Refined products sales
 
210,547

 
674,713

Propane sales
 
121,528

 
139,374

Butane sales
 
55,197

 
82,225

Other product sales
 
48,335

 
114,605

Service revenues
 
6,342

 
8,787

Non-Topic 606 revenues
 
38,717

 
65,178

Elimination of intersegment sales
 
(668
)
 
(1,189
)
Total Liquids and Refined Products revenues
 
479,998

 
1,083,693

Corporate and Other:
 
 
 
 
Non-Topic 606 revenues
 
313

 
255

Total Corporate and Other revenues
 
313

 
255

Total revenues
 
$
844,415

 
$
1,871,891



30

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following tables summarize depreciation and amortization expense (including amortization expense recorded within interest expense, cost of sales and operating expenses in Note 7 and Note 8) and operating income (loss) by segment for the periods indicated.
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Depreciation and Amortization:
 
 
 
 
Crude Oil Logistics
 
$
16,795

 
$
17,585

Water Solutions
 
58,195

 
28,223

Liquids and Refined Products
 
8,233

 
7,441

Corporate and Other
 
4,457

 
2,868

Total depreciation and amortization
 
$
87,680

 
$
56,117

 
 
 
 
 
Operating Income (Loss):
 
 
 
 
Crude Oil Logistics
 
$
23,320

 
$
33,802

Water Solutions
 
(16,047
)
 
13,689

Liquids and Refined Products
 
4,562

 
15,371

Corporate and Other
 
(22,620
)
 
(15,342
)
Total operating (loss) income
 
$
(10,785
)
 
$
47,520



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. The information below does not include goodwill by segment.
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Crude Oil Logistics
 
$
5,672

 
$
14,805

Water Solutions
 
20,702

 
203,900

Liquids and Refined Products
 
1,532

 
5,553

Corporate and Other
 
2,032

 
739

Total
 
$
29,938

 
$
224,997


All of the tables above do not include amounts for the three months ended June 30, 2019 related to Mid-Con, Gas Blending and TPSL, as these amounts have been classified as discontinued operations within our unaudited condensed consolidated statement of operations (see Note 18).

The following tables summarize long-lived assets (consisting of property, plant and equipment, intangible assets, operating lease right-of-use assets and goodwill) and total assets by segment at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
Long-lived assets, net:
 
 
 
 
Crude Oil Logistics
 
$
1,553,137

 
$
1,567,503

Water Solutions
 
3,344,740

 
3,382,727

Liquids and Refined Products (1)
 
639,063

 
654,530

Corporate and Other
 
40,402

 
33,570

Total
 
$
5,577,342

 
$
5,638,330


 
(1)
Includes $23.9 million and $25.9 million of non-US long-lived assets at June 30, 2020 and March 31, 2020, respectively.


31

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
Total assets:
 
 
 
 
Crude Oil Logistics
 
$
1,896,491

 
$
1,886,211

Water Solutions
 
3,472,566

 
3,539,328

Liquids and Refined Products (1)
 
896,997

 
972,684

Corporate and Other
 
60,032

 
100,513

Total
 
$
6,326,086

 
$
6,498,736

 
(1)
Includes $44.9 million and $37.8 million of non-US total assets at June 30, 2020 and March 31, 2020, respectively.

Note 13Transactions with Affiliates

A member of the board of directors of our general partner is an executive officer of WPX Energy, Inc. (“WPX”). We purchase crude oil from and sell crude oil to WPX (certain of the purchases and sales that were entered into in contemplation of each other are recorded on a net basis within revenues in our unaudited condensed consolidated statement of operations). We also treat and dispose of produced water and solids received from WPX.

The following table summarizes these related party transactions for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Sales to WPX
 
$
9,756

 
$
8,436

Purchases from WPX (1)
 
$
33,773

 
$
80,771

Sales to entities affiliated with management
 
$
880

 
$
1,021

Purchases from entities affiliated with management
 
$
67

 
$
1,156

Purchases from equity method investees
 
$
453

 
$


 
(1)
Amount primarily relates to purchases of crude oil under the definitive agreement we signed with WPX.

Accounts receivable from affiliates consist of the following at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
Receivables from NGL Energy Holdings LLC
 
$
7,940

 
$
7,781

Receivables from WPX
 
4,784

 
3,563

Receivables from entities affiliated with management
 
104

 
151

Receivables from equity method investees
 
1,986

 
1,439

Total
 
$
14,814

 
$
12,934



Accounts payable to affiliates consist of the following at the dates indicated:
 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
Payables to WPX
 
$
22,365

 
$
17,039

Payables to entities affiliated with management
 
1

 
149

Payables to equity method investees
 
498

 
529

Total
 
$
22,864

 
$
17,717




32

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


Note 14Revenue from Contracts with Customers

Effective April 1, 2018, 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, 2020.

The majority of our revenue agreements are within scope under ASC 606 and the remainder of our revenue comes from contracts that are accounted for as derivatives under ASC 815 or that contain nonmonetary exchanges or leases and are in scope under Topics 845 and 842, respectively. See Note 12 for a detail of disaggregated revenue. Revenue from contracts accounted for as derivatives under ASC 815 within our Liquids and Refined Products segment includes $1.0 million of net gains related to changes in the mark-to-market value of these arrangements recorded during the three months ended June 30, 2020.

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 are utilizing the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these agreements. The following table summarizes the amount and timing of revenue recognition for such contracts at June 30, 2020 (in thousands):
Fiscal Year Ending March 31,
 
2021 (nine months)
$
181,644

2022
210,387

2023
204,131

2024
173,712

2025
147,638

Thereafter
164,437

Total (1)
$
1,081,949


 
(1)
Amount includes revenue from a counterparty that filed for Chapter 11 bankruptcy in June 2020. See Note 17 for a further discussion.

Contract Assets and Liabilities

The following tables summarize the balances of our contract assets and liabilities at the dates indicated:
 
 
Balance at
 
 
March 31, 2020
 
June 30, 2020
 
 
(in thousands)
Accounts receivable from contracts with customers
 
$
372,930

 
$
324,290

Contract liabilities balance at March 31, 2020
 
$
19,536

Payment received and deferred
 
12,711

Payment recognized in revenue
 
(6,921
)
Contract liabilities balance at June 30, 2020
 
$
25,326



Note 15Leases

Lessee Accounting

Our leasing activity primarily consists of product storage, office space, real estate, railcars, and equipment.


33

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes the components of our lease expense for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Operating lease expense
 
$
18,277

 
$
29,398

Variable lease expense
 
4,879

 
1,808

Short-term lease expense
 
396

 
126

Total lease expense
 
$
23,552

 
$
31,332


Amounts in the table above for the three months ended June 30, 2019 do not include lease expense related to TPSL and Gas Blending, as these amounts have been classified as discontinued operations within our unaudited condensed consolidated statement of operations (see Note 18).

The following table summarizes maturities of our operating lease obligations at June 30, 2020 (in thousands):
Fiscal Year Ending March 31,
 
2021 (nine months)
$
61,077

2022
44,199

2023
30,703

2024
19,332

2025
10,252

Thereafter
59,762

Total lease payments
225,325

Less imputed interest
(50,619
)
Total operating lease obligations
$
174,706



The following table summarizes supplemental cash flow and non-cash information related to our operating leases for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019 (1)
 
 
(in thousands)
Cash paid for amounts included in the measurement of operating lease obligations
 
$
17,678

 
$
29,108

Operating lease right-of-use assets obtained in exchange for operating lease obligations
 
$
12,642

 
$
552,527

 
(1)
Amounts in the table for the three months ended June 30, 2019 include the leases and activity for the TPSL and Gas Blending businesses which were sold during the fiscal year ended March 31, 2020 (see Note 18).

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, 2020, fixed rental revenue was $4.3 million, which includes $0.7 million of sublease revenue. During the three months ended June 30, 2019, fixed rental revenue was $5.4 million, which includes $1.4 million of sublease revenue.


34

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes future minimum lease payments receivable under various noncancelable operating lease agreements at June 30, 2020 (in thousands):
Fiscal Year Ending March 31,
 
2021 (nine months)
$
12,666

2022
8,112

2023
5,605

2024
3,001

2025
2,165

Thereafter
11,275

Total
$
42,824



Note 16Allowance for Current Expected Credit Loss (CECL)

ASU 2016-13 requires that an allowance for expected credit losses be recognized for certain financial assets that reflects the current expected credit loss over the financial asset’s contractual life. The valuation allowance considers the risk of loss, even if remote, and considers past events, current conditions and reasonable and supportable forecasts.

We are exposed to credit losses primarily through sale of products and services and notes receivable from third-parties. A counterparty’s ability to pay is assessed through a credit process that considers the payment terms, the counterparty’s established credit rating or our assessment of the counterparty’s credit worthiness and other risks. We can require prepayment or collateral to mitigate credit risks.

We group our financial assets into pools of counterparties with similar risk characteristics for the purpose of determining the allowance for expected credit losses. Each reporting period, we assess whether a significant change in the risk of expected credit loss has occurred. Among the quantitative and qualitative factors considered in calculating our allowance for expected credit losses are historical financial data, including write-offs and allowances, current conditions, industry risk and current credit ratings. Financial assets will be written off in whole, or in part, when practical recovery efforts have been exhausted and no reasonable expectation of recovery exists. Subsequent recoveries of amounts previously written off are recorded as an increase to the allowance. We manage receivable pools using past due balances as a key credit quality indicator.

The following table summarizes changes in our allowance for expected credit losses:
 
 
Accounts Receivable - Trade
 
Notes Receivable and Other
 
 
(in thousands)
Balance at March 31, 2020
 
$
4,540

 
$

Cumulative effect adjustment
 
433

 
680

Current period provision for expected credit losses
 
(27
)
 

Write-offs charged against the allowance
 
(1,272
)
 
(222
)
Balance at June 30, 2020
 
$
3,674

 
$
458



Note 17Other Matters

Third-party Loan Receivable
As discussed previously in Note 2, we had an outstanding loan receivable of $26.7 million, including accrued interest, associated with our interest in the Facility that is utilized by a third party. Our loan receivable was secured by title to and a lien interest on the Facility. The third party filed a petition for bankruptcy under Chapter 11 of the bankruptcy code in July 2019, at which time we filed our Proof of Claim within the bankruptcy case. The Chapter 11 plan, as supplemented, was approved by the bankruptcy court in February 2020, pursuant to which we were expected to be paid a $26.7 million secured claim as an unimpaired creditor. After the approval of the supplemental plan, the third party attempted to negotiate with us to accept an amount less than the full amount of our claim or to take back the Facility in kind. In May 2020, we filed a motion with the bankruptcy court to compel the third party to pay us the full amount of the claim in accordance with the approved plan. The bankruptcy court ruled in May 2020 that the third party would need to either pay us the full amount of the claim or deliver the Facility to us at a destination of our reasonable choosing. On June 26, 2020, we settled our claim with the third party and

35

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


agreed to receive $16.3 million, for which we released any and all claims and/or liens with respect to the Facility and transferred title of the Facility to the third party. For the remaining $10.4 million of the loan receivable, we have filed an unsecured claim within the bankruptcy. As of June 30, 2020, we wrote-off approximately $9.4 million, the portion of the unsecured claimed we have deemed uncollectible, and this amount was recorded as a loss within loss (gain) on disposal or impairment of assets, net in our unaudited condensed consolidated statement of operations. As of June 30, 2020, the remaining balance of $0.6 million, net of an allowance for an expected credit loss, is recorded within prepaid expenses and other current assets in our unaudited condensed consolidated balance sheet.

Third-party Bankruptcy

During the three months ended June 30, 2020, a third-party, who is a significant shipper on our crude oil pipeline, filed a petition for bankruptcy under Chapter 11 of the bankruptcy code. This third-party has transportation contracts pursuant to which it has committed to ship crude oil on our pipeline through October 2026. As part of the bankruptcy filing, the third-party has requested that the court authorize it to reject these transportation contracts, effective June 14, 2020. We dispute the third party’s ability to reject the transportation contracts and have, among other things, filed an objection within the bankruptcy and, currently, a hearing on this matter is set to take place on September 3, 2020. The third-party also has a water disposal contract with our Water Solutions segment whereby we dispose of its produced water for a fee. For this contract, because we are secured by statutory liens, we have requested that they pay us for those prepetition services under authority granted to them by the bankruptcy court. Pending receipt of that payment, we will be filing a secured claim in the bankruptcy case. On August 10, 2020, the third-party filed a motion with the bankruptcy court to also reject our water disposal contract and we have 14 days from the date of their filing in which to respond with our objection. Since the filing of the bankruptcy petition, the third-party has continued to utilize the services under both the transportation contracts and the water disposal contract and the third-party is current on all of its post filing date receivables.

Note 18Discontinued Operations

As previously disclosed, on September 30, 2019, we completed the sale of TransMontaigne Product Services, LLC (“TPSL”) to Trajectory Acquisition Company, LLC. On January 3, 2020, we completed the sale of our refined products business in the mid-continent region of the United States (“Mid-Con”) to a third-party. On March 30, 2020, we completed the sale of our gas blending business in the southeastern and eastern regions of the United States (“Gas Blending”) to another third-party. As the sale of each of these businesses represented strategic shifts, the results of operations and cash flows related to these businesses are classified as discontinued operations for all periods presented, and prior periods have been retrospectively adjusted in the unaudited condensed consolidated statement of operations and unaudited condensed consolidated statement of cash flows.


36

NGL ENERGY PARTNERS LP AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)


The following table summarizes the results of operations from discontinued operations for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Revenues
 
$
16,198

 
$
4,766,000

Cost of sales
 
16,311

 
4,763,537

Operating expenses
 
208

 
2,955

General and administrative expense
 

 
21

Depreciation and amortization
 

 
454

Loss on disposal or impairment of assets, net (1)
 
1,065

 

Operating loss from discontinued operations
 
(1,386
)
 
(967
)
Interest expense
 
(100
)
 
(31
)
Other income, net
 

 
65

Loss from discontinued operations before taxes
 
(1,486
)
 
(933
)
Income tax expense
 

 
(10
)
Loss from discontinued operations, net of tax
 
$
(1,486
)
 
$
(943
)
 
(1)
Amount for the three months ended June 30, 2020 includes a loss of $1.0 million on the sale of Gas Blending and $0.1 million on the sale of TPSL.

Continuing Involvement

As of June 30, 2020, we have commitments to sell up to 56.8 million gallons of propane, valued at $37.4 million (based on the contract price), to Superior Plus Corp. and DCC LPG, the purchasers of our former Retail Propane segment, through May 2021. During the three months ended June 30, 2020, we received $0.6 million from DCC LPG for propane sold to them during the period.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of NGL Energy Partners LP’s (“we,” “us,” “our,” or the “Partnership”) financial condition and results of operations as of and for the three months ended June 30, 2020. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q (“Quarterly Report”), as well as Part II, Item 7–“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (“Annual Report”) filed with the Securities and Exchange Commission on June 1, 2020.

Overview

We are a Delaware limited partnership. NGL Energy Holdings LLC serves as our general partner. At June 30, 2020, our operations included three segments: Crude Oil Logistics, Water Solutions and Liquids and Refined Products. See Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion of these businesses.

As a result of the sale of a large part of the assets that constituted the former Refined Products and Renewables reportable segment (see “Acquisitions and Dispositions” below and Note 18 to our unaudited condensed consolidated financial statements included in this Quarterly Report), the Chief Operating Decision Maker (CODM) decided during the fourth quarter of fiscal year 2020 that the remaining business within the former Refined Products and Renewables reportable segment would be aggregated with the former Liquids reportable segment and form the current Liquids and Refined Products reportable segment. Operating results for the reportable segments have been recast for the three months ended June 30, 2019 to reflect these changes. Our Crude Oil Logistics and Water Solutions reportable segments remain unchanged from what has been previously reported.


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Table of Contents


Consolidated Results of Operations

The following table summarizes our unaudited condensed consolidated statements of operations for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Total revenues
 
$
844,415

 
$
1,871,891

Total cost of sales
 
677,047

 
1,689,930

Operating expenses
 
64,987

 
61,312

General and administrative expense
 
17,158

 
20,342

Depreciation and amortization
 
83,986

 
53,754

Loss (gain) on disposal or impairment of assets, net
 
12,022

 
(967
)
Operating (loss) income
 
(10,785
)
 
47,520

Equity in earnings of unconsolidated entities
 
289

 
8

Interest expense
 
(43,961
)
 
(39,877
)
Gain on early extinguishment of liabilities, net
 
19,355

 

Other income, net
 
1,035

 
1,010

(Loss) income from continuing operations before income taxes
 
(34,067
)
 
8,661

Income tax benefit
 
301

 
321

(Loss) income from continuing operations
 
(33,766
)
 
8,982

Loss from discontinued operations, net of tax
 
(1,486
)
 
(943
)
Net (loss) income
 
(35,252
)
 
8,039

Less: Net (income) loss attributable to noncontrolling interests
 
(51
)
 
268

Net (loss) income attributable to NGL Energy Partners LP
 
$
(35,303
)
 
$
8,307


Items Impacting the Comparability of Our Financial Results

Our current and future results of operations may not be comparable to our historical results of operations for the periods presented due to business combinations, disposals and other transactions. Our results of operations for the three months ended June 30, 2020 are not necessarily indicative of the results of operations to be expected for future periods or for the full fiscal year ending March 31, 2021.

Recent Developments

Late in the fourth quarter of our 2020 fiscal year, the energy industry experienced historic events that led to a simultaneous demand and supply shock. Saudi Arabia and Russia increased production of crude oil as the two countries competed for market share. As a result, the global supply of crude oil significantly exceeded demand and led to a collapse in global crude oil prices.

In addition, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide, which contributed to a massive economic slowdown and decreased demand for crude oil. This period of unprecedented restrictions on travel and economic activity significantly reduced demand for refined products. The reduction in refined products demand, lower crude oil prices and limited storage capacity combined to put significant downward pressure on domestic crude oil and natural gas producers as they assess their future drilling and production plans. All three of our segments were negatively impacted by the lower commodity price environment and reduced demand.

Also, commodity price declines have had an adverse impact on many participants in the energy markets, and the inherent risk of customer or counterparty nonperformance is higher when commodity prices are low or decline. In June 2020, a significant shipper on our crude oil pipeline filed a petition under Chapter 11 bankruptcy and in their filing requested that the court authorize it to reject this transportation contract. We have filed an objection and are currently awaiting a hearing on this matter. Approval of the rejection of this contract by the court could have a significant impact on our results of operations. The same third-party also has a water disposal contract with our Water Solutions segment in which we dispose of their produced

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water for a fee. See Note 17 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion.

While some global and regional economies are beginning to reopen, the potential future limitations and impact of COVID-19 on our business are still unknown at this time. Crude oil prices have increased but are still relatively low, and future drilling and production plans are continually being assessed. Given the uncertain timing of a return of refined product demand to historical levels and of a recovery in commodity prices, the extent of the impact these events will continue to have on our results of operations is unclear but could be material.

Acquisitions and Dispositions

We completed numerous acquisitions and dispositions during the fiscal year ended March 31, 2020. These transactions impact the comparability of our results of operations between our current and prior fiscal years. We have not completed any acquisitions or dispositions during the three months ended June 30, 2020.

During the fiscal year ended March 31, 2020, we completed the following acquisitions:

On July 2, 2019, we acquired all of the assets of Mesquite Disposals Unlimited, LLC (“Mesquite”) (including 34 saltwater disposal wells and approximately 175 miles of pipelines);
On October 31, 2019, we acquired all of the equity interests of Hillstone Environmental Partners, LLC (“Hillstone”) (including 19 saltwater disposal wells);
On November 7, 2019, we acquired the exclusive rights to use certain land in Lea County, New Mexico for produced and treated water operations from one entity, certain membership interests in another entity and other assets;
During the fiscal year ended March 31, 2020, we acquired one saltwater disposal facility (including three saltwater disposal wells) in Eddy County, New Mexico; and
During the fiscal year ended March 31, 2020, we acquired land and two saltwater disposal wells in Pecos County, Texas.

During the fiscal year ended March 31, 2020, we completed the following dispositions:

On September 30, 2019, we completed the sale of TransMontaigne Product Services, LLC (“TPSL”) to Trajectory Acquisition Company, LLC;
On January 3, 2020, we completed the sale of our refined products business in the mid-continent region of the United States (“Mid-Con”) to a third-party; and
On March 30, 2020, we completed the sale of our gas blending business in the southeastern and eastern regions of the United States (“Gas Blending”) to another third-party.

As the sale of each of these businesses represented strategic shifts, the results of operations and cash flows related to these businesses are classified as discontinued operations for all periods presented and prior periods have been retrospectively adjusted in the unaudited condensed consolidated statement of operations and unaudited condensed consolidated statement of cash flows. See Note 18 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion of these transactions.

Term Credit Agreement

On June 3, 2020, we entered into a new $250.0 million term credit agreement (the “Term Credit Agreement”) with certain funds and accounts managed by affiliates of Apollo Global Management, Inc. to refinance the existing bridge term credit agreement (the “Bridge Term Credit Agreement”). The commitments under the Term Credit Agreement expire on June 3, 2023 and are callable by us after two years at par. See Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion.

Repurchases of Senior Unsecured Notes


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During the three months ended June 30, 2020, we repurchased $15.0 million of the 7.50% senior unsecured notes due 2023 (“2023 Notes”), $7.3 million of the 6.125% senior unsecured notes due 2025 (“2025 Notes”) and $24.9 million of the 7.50% senior unsecured notes due 2026 (“2026 Notes”).

 
Segment Operating Results for the Three Months Ended June 30, 2020 and 2019

Crude Oil Logistics

The following table summarizes the operating results of our Crude Oil Logistics segment for the periods indicated:
 
 
Three Months Ended June 30,
 
 
 
 
2020
 
2019
 
Change
 
 
(in thousands, except per barrel amounts)
Revenues:
 
 
 
 
 
 
Crude oil sales
 
$
230,728

 
$
682,069

 
$
(451,341
)
Crude oil transportation and other
 
45,810

 
43,618

 
2,192

Total revenues (1)
 
276,538

 
725,687

 
(449,149
)
Expenses:
 
 

 
 

 
 

Cost of sales-excluding impact of derivatives
 
193,592

 
662,038

 
(468,446
)
Derivative loss (gain)
 
24,464

 
(3,271
)
 
27,735

Operating expenses
 
14,826

 
14,378

 
448

General and administrative expenses
 
2,091

 
1,771

 
320

Depreciation and amortization expense
 
16,795

 
17,585

 
(790
)
Loss (gain) on disposal or impairment of assets, net
 
1,450

 
(616
)
 
2,066

Total expenses
 
253,218

 
691,885

 
(438,667
)
Segment operating income
 
$
23,320

 
$
33,802

 
$
(10,482
)
 
 
 
 
 
 
 
Crude oil sold (barrels)
 
9,292

 
11,291

 
(1,999
)
Crude oil transported on owned pipelines (barrels)
 
10,476

 
11,789

 
(1,313
)
Crude oil storage capacity - owned and leased (barrels) (2)
 
5,239

 
5,232

 
7

Crude oil storage capacity leased to third parties (barrels) (2)
 
2,062

 
2,563

 
(501
)
Crude oil inventory (barrels) (2)
 
1,622

 
1,125

 
497

Crude oil sold ($/barrel)
 
$
24.831

 
$
60.408

 
$
(35.577
)
Cost per crude oil sold ($/barrel)
 
$
23.467

 
$
58.344

 
$
(34.877
)
Crude oil product margin ($/barrel)
 
$
1.364

 
$
2.064

 
$
(0.700
)
 
(1)
Revenues include $0.5 million and $9.5 million of intersegment sales during the three months ended June 30, 2020 and 2019, respectively, that are eliminated in our unaudited condensed consolidated statements of operations.
(2)
Information is presented as of June 30, 2020 and June 30, 2019, respectively.

Crude Oil Sales Revenues. The decrease was due primarily to a decrease in crude oil prices and sales volumes during the three months ended June 30, 2020, compared to the three months ended June 30, 2019.

Crude Oil Transportation and Other Revenues. The increase was partially due to our Grand Mesa Pipeline, which increased revenues by $1.3 million during the three months ended June 30, 2020, compared to the three months ended June 30, 2019, primarily due to a tariff increase in July 2019. During the three months ended June 30, 2020, financial volumes on the Grand Mesa Pipeline averaged approximately 119,000 barrels per day (volume amounts are from both internal and external parties). Net realized margins on certain volumes purchased and shipped on the pipeline were negatively impacted by the extreme crude oil price volatility during the three months ended June 30, 2020. Also, there was an increase of $1.3 million due to the new barges and towing equipment we received during the fiscal year ended March 31, 2020.

Cost of Sales-Excluding Impact of Derivatives. The decrease was due primarily to a decrease in crude oil prices during the three months ended June 30, 2020, compared to the three months ended June 30, 2019.


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Derivative Loss (Gain). Our cost of sales during the three months ended June 30, 2020 included $9.8 million of net realized losses on derivatives and $14.6 million of net unrealized losses on derivatives. Our cost of sales during the three months ended June 30, 2019 included $1.4 million of net realized gains on derivatives and $1.9 million of net unrealized gains on derivatives.

Operating and General and Administrative Expenses. Operating and general and administrative expenses were consistent with the prior year.

Depreciation and Amortization Expense. The decrease was due to asset retirements.

Loss (Gain) on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2020, we recorded a net loss of $1.5 million related to the disposal of certain assets. During the three months ended June 30, 2019, we recorded a net gain of $0.6 million related to the disposal of certain assets.

Water Solutions

The following table summarizes the operating results of our Water Solutions segment for the periods indicated:
 
 
Three Months Ended June 30,
 
 
 
 
2020
 
2019
 
Change
 
 
(in thousands, except per barrel and per day amounts)
Revenues:
 
 
 
 
 
 
Water disposal service fees
 
$
78,317

 
$
45,927

 
$
32,390

Sale of recovered crude oil
 
1,368

 
14,335

 
(12,967
)
Other service revenues
 
8,380

 
11,521

 
(3,141
)
Total revenues
 
88,065

 
71,783

 
16,282

Expenses:
 
 
 
 
 
 
Cost of sales-excluding impact of derivatives
 
115

 
248

 
(133
)
Derivative loss (gain)
 
4,585

 
(3,055
)
 
7,640

Operating expenses
 
39,299

 
32,456

 
6,843

General and administrative expenses
 
1,651

 
963

 
688

Depreciation and amortization expense
 
58,133

 
28,071

 
30,062

Loss (gain) on disposal or impairment of assets, net
 
329

 
(589
)
 
918

Total expenses
 
104,112

 
58,094

 
46,018

Segment operating (loss) income
 
$
(16,047
)
 
$
13,689

 
$
(29,736
)
 
 
 
 
 
 
 
Produced water processed (barrels per day)
 
 
 
 
 
 
Northern Delaware Basin
 
915,188

 
88,089

 
827,099

Permian Basin
 
214,340

 
311,540

 
(97,200
)
Eagle Ford Basin
 
95,375

 
267,244

 
(171,869
)
DJ Basin
 
132,365

 
169,620

 
(37,255
)
Other Basins
 
9,151

 
12,394

 
(3,243
)
Total
 
1,366,419

 
848,887

 
517,532

Solids processed (barrels per day)
 
1,899

 
5,442

 
(3,543
)
Skim oil sold (barrels per day) (1)
 
687

 
2,860

 
(2,173
)
Service fees for produced water processed ($/barrel) (2)
 
$
0.63

 
$
0.59

 
$
0.04

Recovered crude oil for produced water processed ($/barrel) (2)
 
$
0.01

 
$
0.19

 
$
(0.18
)
Operating expenses for produced water processed ($/barrel) (2)
 
$
0.32

 
$
0.42

 
$
(0.10
)
 
(1)
During the three months ended June 30, 2020, approximately 1,054 barrels per day of skim oil were not sold due to crude oil prices but rather were stored for sale at a later date.
(2)
Total produced water barrels processed during the three months ended June 30, 2020 and 2019 were 124,344,088 and 77,248,629, respectively.


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Water Disposal Service Fee Revenues. The increase was due primarily to an increase in the price we receive to dispose of a barrel of water and an increase in the volume of produced water processed at acquired (primarily Mesquite and Hillstone) and newly developed facilities.

Recovered Crude Oil Revenues. The decrease was due primarily to approximately 1,054 barrels per day of skim oil that were stored rather than sold during the three months ended June 30, 2020 due to low crude oil prices. We expect to sell the stored crude oil during the three months ended September 30, 2020.

Other Service Revenues. Other service revenues primarily include solids disposal revenues, water pipeline revenues, land surface use revenues and brackish non-potable water revenues. The decrease was due primarily to lower solids disposal revenues, water pipeline revenues and land surface use revenues due to reduced customer drilling activity resulting from the decline in crude oil prices. These decreases were partially offset by the sale of water to customers for use in their operations.

Cost of Sales-Excluding Impact of Derivatives. The decrease was due primarily to lower disposal volumes as a result of the decline in customer drilling activity due to lower crude oil prices.

Derivative Loss (Gain). We enter into derivatives in our Water Solutions segment to protect against the risk of a decline in the market price of the crude oil we expect to recover when processing the produced water and selling the skim oil. Our cost of sales during the three months ended June 30, 2020 included $13.3 million of net unrealized losses on derivatives and $8.7 million of net realized gains on derivatives. Our cost of sales during the three months ended June 30, 2019 included $2.9 million of net realized gains on derivatives and $0.2 million of net unrealized gains on derivatives. In June 2019, we settled derivative contracts that had scheduled settlement dates from April 2020 through December 2020 and recorded a gain of $1.9 million on those derivatives.

Operating and General and Administrative Expenses. The increase was due primarily to the increase in the number of water disposal facilities and wells that we own and operate, both through acquisitions and development of new facilities.

Depreciation and Amortization Expense. The increase was due primarily to acquisitions and newly developed facilities.

Loss (Gain) on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2020, we recorded a net loss of $0.3 million on the disposals of certain assets. During the three months ended June 30, 2019, we recorded a gain of $1.0 million for cash received related to a loan receivable written off in a prior period. In addition, during the three months ended June 30, 2019, we recorded a net loss of $0.4 million on the disposals of certain assets.



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Liquids and Refined Products

The following table summarizes the operating results of our Liquids and Refined Products segment for the periods indicated:
 
 
Three Months Ended June 30,
 
 
 
 
2020
 
2019
 
Change
 
 
(in thousands, except per gallon amounts)
 
 
 
 
 
 
 
Refined products sales:
 
 
 
 
 
 
Revenues-excluding impact of derivatives (1)(2)
 
$
210,642

 
$
668,558

 
$
(457,916
)
Cost of sales-excluding impact of derivatives (3)
 
207,612

 
659,679

 
(452,067
)
Derivative loss (gain)
 
445

 
(427
)
 
872

Product margin
 
2,585

 
9,306

 
(6,721
)
 
 
 
 
 
 
 
Propane sales:
 
 
 
 
 
 
Revenues (1)
 
122,323

 
140,159

 
(17,836
)
Cost of sales-excluding impact of derivatives
 
114,622

 
135,199

 
(20,577
)
Derivative (gain) loss
 
(4,334
)
 
2,810

 
(7,144
)
Product margin
 
12,035

 
2,150

 
9,885

 
 
 
 
 
 
 
Butane sales:
 


 


 
 
Revenues (1)
 
55,429

 
82,312

 
(26,883
)
Cost of sales-excluding impact of derivatives
 
51,655

 
75,541

 
(23,886
)
Derivative loss (gain)
 
1,013

 
(6,105
)
 
7,118

Product margin
 
2,761

 
12,876

 
(10,115
)
 
 
 

 
 
 
 
Other product sales:
 
 
 
 
 
 
Revenues-excluding impact of derivatives (1)
 
84,166

 
195,956

 
(111,790
)
Cost of sales-excluding impact of derivatives
 
81,725

 
182,269

 
(100,544
)
Derivative loss
 
1,230

 
4,490

 
(3,260
)
Product margin
 
1,211

 
9,197

 
(7,986
)
 
 
 
 
 
 
 
Service revenues:
 
 
 
 
 
 
Revenues (1)
 
9,056

 
11,115

 
(2,059
)
Cost of sales
 
1,986

 
3,983

 
(1,997
)
Product margin
 
7,070

 
7,132

 
(62
)
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
Operating expenses
 
10,862

 
14,173

 
(3,311
)
General and administrative expenses
 
2,078

 
3,765

 
(1,687
)
Depreciation and amortization expense
 
8,156

 
7,355

 
801

Loss (gain) on disposal or impairment of assets, net
 
4

 
(3
)
 
7

Total expenses
 
21,100

 
25,290

 
(4,190
)
Segment operating income
 
$
4,562

 
$
15,371

 
$
(10,809
)

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Three Months Ended June 30,
 
 
 
 
2020
 
2019
 
Change
 
 
(in thousands, except per gallon amounts)
 
 
 
 
 
 
 
Liquids and Refined Products storage capacity - owned and leased (gallons) (4)
 
399,251

 
400,409

 
(1,158
)
 
 
 
 
 
 
 
Refined products sold (gallons)
 
211,974

 
321,634

 
(109,660
)
Refined products sold ($/gallon)
 
$
0.994

 
$
2.102

 
$
(1.108
)
Cost per refined products sold ($/gallon)
 
$
0.979

 
$
2.077

 
$
(1.098
)
Refined products product margin ($/gallon)
 
$
0.015

 
$
0.025

 
$
(0.010
)
Refined products inventory (gallons) (4)
 
2,656

 
4,420

 
(1,764
)
 
 
 
 
 
 
 
Propane sold (gallons)
 
252,289

 
245,267

 
7,022

Propane sold ($/gallon)
 
$
0.485

 
$
0.571

 
$
(0.086
)
Cost per propane sold ($/gallon)
 
$
0.437

 
$
0.563

 
$
(0.126
)
Propane product margin ($/gallon)
 
$
0.048

 
$
0.008

 
$
0.040

Propane inventory (gallons) (4)
 
77,968

 
76,012

 
1,956

Propane storage capacity leased to third parties (gallons) (4)
 
46,066

 
45,436

 
630

 
 
 
 
 
 
 
Butane sold (gallons)
 
119,566

 
142,479

 
(22,913
)
Butane sold ($/gallon)
 
$
0.464

 
$
0.578

 
$
(0.114
)
Cost per butane sold ($/gallon)
 
$
0.440

 
$
0.487

 
$
(0.047
)
Butane product margin ($/gallon)
 
$
0.024

 
$
0.091

 
$
(0.067
)
Butane inventory (gallons) (4)
 
73,291

 
53,219

 
20,072

Butane storage capacity leased to third parties (gallons) (4)
 
33,894

 
33,894

 

 
 
 
 
 
 
 
Other products sold (gallons)
 
114,222

 
154,592

 
(40,370
)
Other products sold ($/gallon)
 
$
0.737

 
$
1.268

 
$
(0.531
)
Cost per other products sold ($/gallon)
 
$
0.726

 
$
1.208

 
$
(0.482
)
Other products product margin ($/gallon)
 
$
0.011

 
$
0.060

 
$
(0.049
)
Other products inventory (gallons) (4)
 
31,583

 
52,071

 
(20,488
)
 
(1)
Revenues include $0.7 million and $1.2 million of intersegment sales during the three months ended June 30, 2020 and 2019, respectively, that are eliminated in our unaudited condensed consolidated statements of operations.
(2)
Revenues included $7.5 million of intersegment sales during the three months ended June 30, 2019 between certain businesses within the Liquids and Refined Products segment and TPSL, Mid-Con and Gas Blending that are eliminated in our unaudited condensed consolidated statement of operations.
(3)
Cost of sales included $8.8 million of intersegment cost of sales during the three months ended June 30, 2019 between certain businesses within the Liquids and Refined Products segment and TPSL, Mid-Con and Gas Blending that are eliminated in our unaudited condensed consolidated statement of operations.
(4)
Information is presented as of June 30, 2020 and June 30, 2019, respectively.

Refined Products Revenues and Cost of Sales-Excluding Impact of Derivatives. The decreases in revenues and cost of sales, excluding the impact of derivatives, were due to a decrease in refined products prices and volumes. The decrease in overall prices was due to the sizable reduction in demand for both gasoline and diesel products due to COVID-19. There was also a large decrease in volumes due to the elimination of our sales in the Northeast and Southeast due to our non-compete clause with the purchaser of our TPSL business.

Refined Products Derivative Loss (Gain). Our refined products margin during the three months ended June 30, 2020 included a loss of $0.4 million from our risk management activities due primarily to unrealized losses on our open forward physical positions. Our refined products margin during the three months ended June 30, 2019 included a gain of $0.4 million from our risk management activities due primarily to unrealized gains on our open forward physical positions.

Propane Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in revenues and cost of sales, excluding the impact of derivatives, were due primarily to lower commodity prices.

Propane Derivative (Gain) Loss. Our cost of wholesale propane sales included $3.9 million of net unrealized gains on derivatives and $0.4 million of net realized gains on derivatives during the three months ended June 30, 2020. During the three

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months ended June 30, 2019, our cost of wholesale propane sales included $3.2 million of net unrealized losses on derivatives and $0.4 million of net realized gains on derivatives.

Propane product margins, excluding the impact of derivatives, increased as inventory values aligned with reduced commodity prices.

Butane Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in revenues and cost of sales, excluding the impact of derivatives, were due to lower commodity prices and volumes as a result of lower demand.

Butane Derivative Loss (Gain). Our cost of butane sales during the three months ended June 30, 2020 included $2.9 million of net unrealized losses on derivatives and $1.9 million of net realized gains on derivatives. Our cost of butane sales included $4.8 million of net unrealized gains on derivatives and $1.3 million of net realized gains on derivatives during the three months ended June 30, 2019.

Butane product margins, excluding the impact of derivatives, decreased compared to the prior year quarter due to higher supply costs and weaker demand.

Other Products Sales and Cost of Sales-Excluding Impact of Derivatives. The decreases in revenues and cost of sales, excluding the impact of derivatives, were due to lower commodity prices.

Other Products Derivative Loss. Our cost of sales of other products included $0.3 million of net unrealized gains on derivatives and less than $1.5 million of net realized losses on derivatives during the three months ended June 30, 2020. Our cost of sales of other products during the three months ended June 30, 2019 included $4.5 million of net realized losses on derivatives and less than $0.1 million of net unrealized gains on derivatives.

Other product sales product margins during the three months ended June 30, 2020 were impacted by decreasing commodity prices.

Service Revenues. This revenue includes storage, terminaling and transportation services income. Revenue for the current quarter decreased due to lower commodity prices and lower volumes.

Operating and General and Administrative Expenses. Expenses for the current quarter were lower primarily due to lower incentive compensation and various other cost reductions and efficiency gains.

Depreciation and Amortization Expense. The increase was due to the write-down of an asset.

Loss (Gain) on Disposal or Impairment of Assets, Net. During the three months ended June 30, 2020 and 2019, we recorded a net loss of less than $0.1 million and a net gain of less than $0.1 million, respectively, related to the sale/retirement of assets.


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Corporate and Other

The operating loss within “Corporate and Other” includes the following components for the periods indicated:
 
 
Three Months Ended June 30,
 
 
 
 
2020
 
2019
 
Change
 
 
(in thousands)
Other revenues
 
 
 
 
 
 
Revenues
 
$
313

 
$
255

 
$
58

Cost of sales
 
454

 
465

 
(11
)
Loss
 
(141
)
 
(210
)
 
69

 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
Operating expenses
 

 
305

 
(305
)
General and administrative expenses
 
11,338

 
13,843

 
(2,505
)
Depreciation and amortization expense
 
902

 
743

 
159

Loss on disposal or impairment of assets, net
 
10,239

 
241

 
9,998

Total expenses
 
22,479

 
15,132

 
7,347

Operating loss
 
$
(22,620
)
 
$
(15,342
)
 
$
(7,278
)

General and Administrative Expenses. The decrease during the three months ended June 30, 2020 was due primarily to a decrease in acquisition expense. During the three months ended June 30, 2020 acquisition expense was approximately $0.1 million, as compared to $2.1 million for the three months ended June 30, 2019, which included approximately $1.5 million of expenses incurred in connection with our acquisition of Mesquite. Also, share-based compensation expense decreased by approximately $1.4 million during the three months ended June 30, 2020, compared to the three months ended June 30, 2019. These decreases were partially offset by an increase in legal expenses of approximately $0.9 million.

Loss on Disposal or Impairment of Assets, Net. The increase during the three months ended June 30, 2020 was due primarily to the write-off of a loan receivable related to the construction of a facility (See Note 17 to our unaudited condensed consolidated financial statements included in this Quarterly Report for further discussion). Also contributing to the loss was a write-off of installment payments made in connection with an option agreement to invest in a third-party. This option agreement was terminated during the three months ended June 30, 2020.

 
Equity in Earnings of Unconsolidated Entities

The increase of $0.3 million during the three months ended June 30, 2020 was due primarily to earnings from certain membership interests acquired in November 2019 related to specific land and water services operations, partially offset by a loss from our interest in an aircraft company during the three months ended June 30, 2020.

Interest Expense

Interest expense includes interest charged on the revolving credit facilities, term loan credit facility, bridge term loan facility and senior unsecured notes, as well as amortization of debt issuance costs, letter of credit fees, interest on equipment financing notes, and accretion of interest on non-interest bearing debt obligations. The increase of $4.1 million during the three months ended June 30, 2020 was due to our entering into the Bridge Term Credit Agreement, which was entered into in connection with the Mesquite acquisition on July 2, 2019, and was replaced by the Term Credit Agreement, higher average outstanding balances on our Revolving Credit Facility (as defined herein) and increased debt issuance costs amortization. See Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Gain on Early Extinguishment of Liabilities, Net

During the three months ended June 30, 2020, the net gain (inclusive of debt issuance costs written off) relates to the early extinguishment of a portion of the outstanding senior unsecured notes. See Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion.


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Other Income, Net

Other income, net for the three months ended June 30, 2020 was consistent with the three months ended June 30, 2019.

Income Tax Benefit

Income tax benefit was $0.3 million during the three months ended June 30, 2020, compared to an income tax benefit of $0.3 million during the three months ended June 30, 2019. See Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a further discussion.

Noncontrolling Interests

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third parties. The decrease in the noncontrolling interest loss of $0.3 million during the three months ended June 30, 2020 was due primarily to income from operations of Mesquite that we acquired in July 2019 and a smaller loss from operations of the Sawtooth joint venture.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with accounting principles generally accepted in the United States (“GAAP”), we have provided the non-GAAP financial measures of EBITDA and Adjusted EBITDA. These non-GAAP financial measures are not intended to be a substitute for those reported in accordance with GAAP. These measures may be different from non-GAAP financial measures used by other entities, even when similar terms are used to identify such measures.

We define EBITDA as net income (loss) attributable to NGL Energy Partners LP, plus interest expense, income tax expense (benefit), and depreciation and amortization expense. We define Adjusted EBITDA as EBITDA excluding net unrealized gains and losses on derivatives, lower of cost or net realizable value 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 the TPSL, Mid-Con, and Gas Blending businesses, which are included in discontinued operations, and certain refined products businesses within our Liquids and Refined Products segment, as discussed below. EBITDA and Adjusted EBITDA should not be considered as alternatives to net (loss) income, (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. We believe that EBITDA provides additional information to investors for evaluating our ability to make quarterly distributions to our unitholders and is presented solely as a supplemental measure. We believe that Adjusted EBITDA provides additional information to investors for evaluating our financial performance without regard to our financing methods, capital structure and historical cost basis. Further, EBITDA and Adjusted EBITDA, as we define them, may not be comparable to EBITDA, Adjusted EBITDA, or similarly titled measures used by other entities.

Other than for the TPSL, Mid-Con, and Gas Blending businesses, which are included in discontinued operations, and certain businesses within our Liquids and Refined Products segment, for purposes of our Adjusted EBITDA calculation, we make a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is open, we record changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, we reverse the previously recorded unrealized gain or loss and record a realized gain or loss. We do not draw such a distinction between realized and unrealized gains and losses on derivatives of the TPSL, Mid-Con, and Gas Blending businesses, which are included in discontinued operations, and certain businesses within our Liquids and Refined Products segment. The primary hedging strategy of these businesses 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 cover extended periods of time. The “inventory valuation adjustment” row in the reconciliation table reflects the difference between the market value of the inventory of these businesses at the balance sheet date and its cost, adjusted for the impact of seasonal market movements related to our base inventory and the related hedge. 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.


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The following table reconciles net (loss) income to EBITDA and Adjusted EBITDA:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Net (loss) income
 
$
(35,252
)
 
$
8,039

Less: Net (income) loss attributable to noncontrolling interests
 
(51
)
 
268

Net (loss) income attributable to NGL Energy Partners LP
 
(35,303
)
 
8,307

Interest expense
 
44,066

 
39,910

Income tax benefit
 
(301
)
 
(311
)
Depreciation and amortization
 
83,202

 
54,844

EBITDA
 
91,664

 
102,750

Net unrealized losses (gains) on derivatives
 
26,671

 
(3,474
)
Inventory valuation adjustment (1)
 
3,820

 
(19,746
)
Lower of cost or net realizable value adjustments
 
(32,003
)
 
(918
)
Loss (gain) on disposal or impairment of assets, net
 
13,084

 
(967
)
Gain on early extinguishment of liabilities, net
 
(19,355
)
 

Equity-based compensation expense (2)
 
2,302

 
3,701

Acquisition expense (3)
 
157

 
2,091

Other (4)
 
4,348

 
3,323

Adjusted EBITDA
 
$
90,688

 
$
86,760

Adjusted EBITDA - Discontinued Operations (5)
 
$
(294
)
 
$
(16,958
)
Adjusted EBITDA - Continuing Operations
 
$
90,982

 
$
103,718

 
(1)
Amount reflects the difference between the market value of the inventory at the balance sheet date and its cost, adjusted for the impact of seasonal market movements related to our base inventory and the related hedge position. 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 Note 10 to our unaudited condensed consolidated financial statements included in this Quarterly Report. Amounts reported in the table above include expense accruals for bonuses expected to be paid in common units, whereas the amounts reported in Note 10 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.
(4)
Amounts for the three months ended June 30, 2020 and 2019 represent non-cash operating expenses related to our Grand Mesa Pipeline, unrealized losses on marketable securities and accretion expense for asset retirement obligations.
(5)
Amounts include the operations of TPSL, Gas Blending and Mid-Con.


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The following tables reconcile depreciation and amortization amounts per the EBITDA table above to depreciation and amortization amounts reported in our unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Reconciliation to unaudited condensed consolidated statements of operations:
 
 
 
 
Depreciation and amortization per EBITDA table
 
$
83,202

 
$
54,844

Intangible asset amortization recorded to cost of sales
 
(77
)
 
(87
)
Depreciation and amortization of unconsolidated entities
 
(93
)
 
(6
)
Depreciation and amortization attributable to noncontrolling interests
 
954

 
741

Depreciation and amortization attributable to discontinued operations
 

 
(1,738
)
Depreciation and amortization per unaudited condensed consolidated statements of operations
 
$
83,986

 
$
53,754

 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Reconciliation to unaudited condensed consolidated statements of cash flows:
 
 
 
 
Depreciation and amortization per EBITDA table
 
$
83,202

 
$
54,844

Amortization of debt issuance costs recorded to interest expense
 
3,555

 
2,125

Amortization of royalty expense recorded to operating expense
 
62

 
151

Depreciation and amortization of unconsolidated entities
 
(93
)
 
(6
)
Depreciation and amortization attributable to noncontrolling interests
 
954

 
741

Depreciation and amortization attributable to discontinued operations
 

 
(1,738
)
Depreciation and amortization per unaudited condensed consolidated statements of cash flows
 
$
87,680

 
$
56,117


The following table reconciles interest expense per the EBITDA table above to interest expense reported in our unaudited condensed consolidated statements of operations for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Interest expense per EBITDA table
 
$
44,066

 
$
39,910

Interest expense attributable to noncontrolling interests
 
13

 

Interest expense attributable to unconsolidated entities
 
(18
)
 
(2
)
Interest expense attributable to discontinued operations
 
(100
)
 
(31
)
Interest expense per unaudited condensed consolidated statements of operations
 
$
43,961

 
$
39,877


The following table summarizes additional amounts attributable to discontinued operations in the EBITDA table above for the periods indicated:
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
 
(in thousands)
Income tax expense
 
$

 
$
10

Inventory valuation adjustment
 
$
(20
)
 
$
(19,780
)
Lower of cost or net realizable value adjustments
 
$
20

 
$
705

Loss on disposal or impairment of assets, net
 
$
1,065

 
$



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The following tables reconcile operating income (loss) to Adjusted EBITDA by segment for the periods indicated.
 
Three Months Ended June 30, 2020
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids and
Refined Products
 
Corporate
and Other
 
Continuing
Operations
 
Discontinued Operations
(TPSL, Mid-Con, Gas Blending)
 
Consolidated
 
(in thousands)
Operating income (loss)
$
23,320

 
$
(16,047
)
 
$
4,562

 
$
(22,620
)
 
$
(10,785
)
 
$

 
$
(10,785
)
Depreciation and amortization
16,795

 
58,133

 
8,156

 
902

 
83,986

 

 
83,986

Amortization recorded to cost of sales

 

 
77

 

 
77

 

 
77

Net unrealized losses (gains) on derivatives
14,638

 
13,312

 
(1,279
)
 

 
26,671

 

 
26,671

Inventory valuation adjustment

 

 
3,840

 

 
3,840

 

 
3,840

Lower of cost or net realizable value adjustments
(29,060
)
 

 
(2,963
)
 

 
(32,023
)
 

 
(32,023
)
Loss on disposal or impairment of assets, net
1,450

 
329

 
4

 
10,239

 
12,022

 

 
12,022

Equity-based compensation expense

 

 

 
2,302

 
2,302

 

 
2,302

Acquisition expense

 
12

 

 
145

 
157

 

 
157

Other income, net
338

 
256

 
377

 
64

 
1,035

 

 
1,035

Adjusted EBITDA attributable to unconsolidated entities

 
465

 
(1
)
 
(62
)
 
402

 

 
402

Adjusted EBITDA attributable to noncontrolling interest

 
(487
)
 
(536
)
 

 
(1,023
)
 

 
(1,023
)
Intersegment transactions (1)

 

 
(27
)
 

 
(27
)
 

 
(27
)
Other
3,373

 
953

 
22

 

 
4,348

 

 
4,348

Discontinued operations

 

 

 

 

 
(294
)
 
(294
)
Adjusted EBITDA
$
30,854

 
$
56,926

 
$
12,232

 
$
(9,030
)
 
$
90,982

 
$
(294
)
 
$
90,688


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Three Months Ended June 30, 2019
 
Crude Oil
Logistics
 
Water
Solutions
 
Liquids and
Refined Products
 
Corporate
and Other
 
Continuing
Operations
 
Discontinued Operations
(TPSL, Mid-Con, Gas Blending)
 
Consolidated
 
(in thousands)
Operating income (loss)
$
33,802

 
$
13,689

 
$
15,371

 
$
(15,342
)
 
$
47,520

 
$

 
$
47,520

Depreciation and amortization
17,585

 
28,071

 
7,355

 
743

 
53,754

 

 
53,754

Amortization recorded to cost of sales

 

 
87

 

 
87

 

 
87

Net unrealized gains on derivatives
(1,858
)
 
(167
)
 
(1,449
)
 

 
(3,474
)
 

 
(3,474
)
Inventory valuation adjustment

 

 
34

 

 
34

 

 
34

Lower of cost or net realizable value adjustments

 

 
(1,623
)
 

 
(1,623
)
 

 
(1,623
)
(Gain) loss on disposal or impairment of assets, net
(616
)
 
(589
)
 
(3
)
 
241

 
(967
)
 

 
(967
)
Equity-based compensation expense

 

 

 
3,701

 
3,701

 

 
3,701

Acquisition expense

 
20

 

 
2,071

 
2,091

 

 
2,091

Other (expense) income, net
(4
)
 

 
20

 
994

 
1,010

 

 
1,010

Adjusted EBITDA attributable to unconsolidated entities

 

 
4

 
11

 
15

 

 
15

Adjusted EBITDA attributable to noncontrolling interest

 
(75
)
 
(397
)
 

 
(472
)
 

 
(472
)
Intersegment transactions (1)

 

 
(1,281
)
 

 
(1,281
)
 

 
(1,281
)
Other
3,165

 
140

 
18

 

 
3,323

 

 
3,323

Discontinued operations

 

 

 

 

 
(16,958
)
 
(16,958
)
Adjusted EBITDA
$
52,074

 
$
41,089

 
$
18,136

 
$
(7,581
)
 
$
103,718

 
$
(16,958
)
 
$
86,760

 
(1)
Amount reflects the transactions with TPSL, Mid-Con and Gas Blending that are eliminated in consolidation.

Liquidity, Sources of Capital and Capital Resource Activities

General

Our principal sources of liquidity and capital resource requirements are the cash flows from our operations, borrowings under our Revolving Credit Facility, debt issuances and the issuance of common and preferred units. We expect our primary cash outflows to be related to capital expenditures, interest and repayment of debt maturities and distributions paid to both preferred and common unitholders. On April 27, 2020, we announced a decrease in our quarterly distributions paid to our common unitholders from $0.39 per common unit to $0.20 per common unit. This approximately $100 million reduction, on an annualized basis, is expected to increase liquidity and de-lever the balance sheet. We also announced a reduction in expected capital spending for growth and maintenance expenditures for the fiscal year 2021.

We believe that our anticipated cash flows from operations and the borrowing capacity under our Revolving Credit Facility will be sufficient to meet our liquidity needs. Our borrowing needs vary during the year due in part to the seasonal nature of certain businesses within our Liquids and Refined Products segment. Our greatest working capital borrowing needs generally occur during the period of June through December, when we are building our natural gas liquids inventories in anticipation of the butane blending and heating seasons. Our working capital borrowing needs generally decline during the period of January through March, when the cash inflows from our Liquids and Refined Products segment are the greatest.

Cash Management

We manage cash by utilizing a centralized cash management program that concentrates the cash assets of our operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees. Our centralized cash management program provides that funds in excess of the daily needs of our operating subsidiaries are concentrated, consolidated or otherwise made available for use by other entities within our

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consolidated group. All of our wholly-owned operating subsidiaries participate in this program. Under the cash management program, depending on whether a participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.

Short-Term Liquidity

Our principal sources of short-term liquidity consist of cash generated from operating activities and borrowings under our $1.915 billion credit agreement (“Credit Agreement”), which consists of a revolving credit facility to fund working capital needs (“Working Capital Facility”), and another to fund acquisitions and expansion projects (“Expansion Capital Facility”, and together with the Working Capital Facility, the “Revolving Credit Facility”). On April 27, 2020, we amended our Credit Agreement to reallocate availability between the two revolving credit facilities. We reduced the capacity of the Working Capital Facility to $350.0 million and increased the Expansion Capital Facility to $1.565 billion. This change was due to reduced working capital borrowing needs going forward due to the sale of the TPSL, Mid-Con and Gas Blending refined products businesses. The commitments under the Credit Agreement expire on October 5, 2021.

As of June 30, 2020, we were, and expect to remain in compliance with all covenants of our Credit Agreement.

As of June 30, 2020, our current assets exceeded our current liabilities by approximately $60.6 million.

For additional information related to our Credit Agreement, see Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Long-Term Financing

In addition to our principal sources of short-term liquidity discussed above, we expect to fund our longer-term financing requirements by issuing long-term notes, common units and/or preferred units, loans from financial institutions, asset securitizations or the sale of assets.

Senior Unsecured Notes

The senior unsecured notes include the 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Senior Unsecured Notes”).

Debt Repurchases

During the three months ended June 30, 2020, we repurchased $15.0 million of our 2023 Notes, $7.3 million of our 2025 Notes and $24.9 million of our 2026 Notes.

Term Credit Agreement

On June 3, 2020, we entered into a new $250.0 million Term Credit Agreement with certain funds and accounts managed by affiliates of Apollo Global Management, Inc. to refinance the existing Bridge Term Credit Agreement. The commitments under the Term Credit Agreement expire on June 3, 2023 and are callable by us after two years at par.

Bridge Term Credit Agreement

On June 3, 2020, we used the proceeds from the Term Credit Agreement to pay off the outstanding balance of the Bridge Term Credit Agreement.

For a further discussion of the Revolving Credit Facility, Senior Unsecured Notes, Term Credit Agreement and Bridge Term Credit Agreement, see Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report.


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Capital Expenditures, Acquisitions and Other Investments

The following table summarizes expansion and maintenance capital expenditures (which excludes additions for tank bottoms and line fill and has been prepared on the accrual basis), acquisitions and other investments for the periods indicated. There are no capital expenditures, acquisitions and other investments related to TPSL, Mid-Con and Gas Blending included in the table below.
 
 
Capital Expenditures
 
 
 
Other
 
 
Expansion (1)
 
Maintenance
 
Acquisitions
 
Investments (2)
 
 
(in thousands)
Three Months Ended June 30,
 
 
 
 
 
 
 
 
2020
 
$
20,770

 
$
9,168

 
$

 
$

2019
 
$
159,265

 
$
16,929

 
$
54,548

 
$
889

 
(1)
Amount for the three months ended June 30, 2019 includes $13.0 million of transactions classified as acquisitions of assets. There were no acquisitions of assets during the three months ended June 30, 2020.
(2)
Amount for the three months ended June 30, 2019 related to contributions made to unconsolidated entities. There were no other investments for the three months ended June 30, 2020.

Capital expenditures are expected to continue to decrease throughout the remainder of the current fiscal year with full year expectations of $100 million for both growth and maintenance capital expenditures combined.

Distributions Declared

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement) to unitholders as of the record date. See further discussion of our cash distribution policy in Part II, Item 5–“Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities” included in our Annual Report.

On June 15, 2020, the board of directors of our general partner declared a distribution on the 9.00% Class B Fixed-to Floating Rate Cumulative Redeemable Perpetual Preferred Units and the 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class C Preferred Units”) for the three months ended June 30, 2020 of $7.1 million and $1.1 million, respectively. The distributions were paid July 15, 2020.

On July 23, 2020, the board of directors of our general partner declared a distribution on the common units and the Class D Preferred Units of $25.8 million and $6.9 million, respectively, for the holders of record on August 6, 2020. The distributions are to be paid on August 14, 2020.

For a further discussion of our distributions, see Note 10 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Cash Flows

The following table summarizes the sources (uses) of our cash flows from continuing operations for the periods indicated:
 
 
Three Months Ended June 30,
Cash Flows Provided by (Used in):
 
2020
 
2019
 
 
(in thousands)
Operating activities, before changes in operating assets and liabilities
 
$
79,884

 
$
61,640

Changes in operating assets and liabilities
 
1,968

 
30,998

Operating activities-continuing operations
 
$
81,852

 
$
92,638

Investing activities-continuing operations
 
$
(124,215
)
 
$
(203,622
)
Financing activities-continuing operations
 
$
47,498

 
$
138,282



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Operating Activities-Continuing Operations. The seasonality of our Liquids and Refined Products business has a significant effect on our cash flows from operating activities. Increases in natural gas liquids prices typically reduce our operating cash flows due to higher cash requirements to fund increases in inventories, and decreases in natural gas liquids prices typically increase our operating cash flows due to lower cash requirements to fund increases in inventories. In our Liquids and Refined Products business, we typically experience operating losses or lower operating income during our first and second quarters, or the six months ending September 30, as a result of lower volumes of natural gas liquids sales and when we are building our inventory levels for the upcoming butane blending and heating seasons, which generally begin in late fall, under normal demand conditions, and run through February or March. We borrow under the Revolving Credit Facility to supplement our operating cash flows during the periods in which we are building inventory. Our operations, and as a result our cash flows, are also impacted by positive and negative movements in commodity prices, which cause fluctuations in the value of inventory, accounts receivable and payables, due to increases and decreases in revenues and cost of sales. The decrease in net cash provided by operating activities during the three months ended June 30, 2020 was due primarily to fluctuations in the value of accounts receivable, inventory and other current and noncurrent assets during the three months ended June 30, 2020.

Investing Activities-Continuing Operations. Net cash used in investing activities was $124.2 million during the three months ended June 30, 2020, compared to net cash used in investing activities of $203.6 million during the three months ended June 30, 2019. The decrease in net cash used in investing activities was due primarily to:

a decrease in capital expenditures from $155.4 million (includes payment of amounts accrued as of March 31, 2019) during the three months ended June 30, 2019 to $97.8 million (includes payment of amounts accrued as of March 31, 2020) during the three months ended June 30, 2020 due primarily to expansion projects in our Water Solutions segment during the three months ended June 30, 2019; and
$55.4 million in cash paid for acquisitions and investments in unconsolidated entities during the three months ended June 30, 2019.

These decreases in net cash used in investing activities was partially offset by a $28.7 million increase in payments to settle derivatives.

Financing Activities-Continuing Operations. Net cash provided by financing activities was $47.5 million during the three months ended June 30, 2020, compared to net cash provided by financing activities of $138.3 million during the three months ended June 30, 2019. The decrease in net cash provided by financing activities was due primarily to:

$450.0 million in proceeds from the issuance of the 2026 Notes during the three months ended June 30, 2019;
$62.8 million in contingent consideration payments as part of the Mesquite acquisition during the three months ended June 30, 2020;
$42.6 million in net proceeds from the issuance of the Class C Preferred Units during the three months ended June 30, 2019; and
repurchases of $25.0 million of our senior unsecured notes during the three months ended June 30, 2020.

These decreases in net cash provided by financing activities were partially offset by:

$265.1 million in payments for the redemption of the 10.75% Class A Convertible Preferred Units during the three months ended June 30, 2019;
an increase of $204.0 million in borrowings on the Revolving Credit Facility (net of repayments) during the three months ended June 30, 2020; and
a decrease of $19.2 million in distributions paid to our general partners and common unitholders, preferred unitholders and noncontrolling interest owners during the three months ended June 30, 2020 due primarily to the reduction in the quarterly common unit distribution rate.

Guarantor Summarized Financial Information

NGL Energy Partners LP (parent) and NGL Energy Finance Corp. are co-issuers of the Senior Unsecured Notes (see Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report). Certain of our wholly owned subsidiaries (“Guarantor Subsidiaries”) have, jointly and severally, fully and unconditionally guaranteed the Senior Unsecured Notes.


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The guarantees are senior unsecured obligations of each Guarantor Subsidiary and rank equally in right of payment with other existing and future senior indebtedness of such Guarantor Subsidiary, and senior in right of payment to all existing and future subordinated indebtedness of such Guarantor Subsidiary. The guarantee of our Senior Unsecured Notes by each Guarantor Subsidiary is subject to certain automatic customary releases, including in connection with the sale, disposition or transfer of all of the capital stock, or of all or substantially all of the assets, of such Guarantor Subsidiary to one or more persons that are not us or a restricted subsidiary, the exercise of legal defeasance or covenant defeasance options, the satisfaction and discharge of the indentures governing our Senior Unsecured Notes, the designation of such Guarantor Subsidiary as a non-guarantor restricted subsidiary or as an unrestricted subsidiary in accordance with the indentures governing our Senior Unsecured Notes, the release of such Guarantor Subsidiary from its guarantee under our Revolving Credit Facility, the liquidation or dissolution of such Guarantor Subsidiary or upon the consolidation, merger or transfer of all assets of the Guarantor Subsidiary to us or another Guarantor Subsidiary in which the Guarantor Subsidiary dissolves or ceases to exist (collectively, the “Releases”). The obligations of each Guarantor Subsidiary under its note guarantee are limited as necessary to prevent such note guarantee from constituting a fraudulent conveyance under applicable law. We are not restricted from making investments in the Guarantor Subsidiaries and there are no significant restrictions on the ability of the Guarantor Subsidiaries to make distributions to NGL Energy Partners LP (parent). None of the assets of the Guarantor Subsidiaries (other than the investments in non-guarantor subsidiaries) are restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

The rights of holders of our Senior Unsecured Notes against the Guarantor Subsidiaries may be limited under the U.S. Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law.

The following is the summarized financial information for NGL Energy Partners LP (parent) and the Guarantor Subsidiaries on a combined basis after elimination of intercompany transactions, which includes related receivable and payable balances, and the investment in and equity earnings from the non-guarantor subsidiaries.

Balance sheet information:
 
 
NGL Energy Partners LP (Parent) and Guarantor Subsidiaries
 
 
June 30, 2020
 
March 31, 2020
 
 
(in thousands)
ASSETS:
 
 
 
 
Current assets
 
$
662,845

 
$
766,026

Noncurrent assets (1)(2)
 
$
5,437,214

 
$
5,454,609

LIABILITIES AND EQUITY (3):
 
 
 
 
Current liabilities
 
$
607,035

 
$
837,577

Noncurrent liabilities
 
$
3,501,072

 
$
3,374,143

Class D Preferred Units
 
$
544,151

 
$
537,283

 
(1)
Excludes $1.7 million of net intercompany payables and $70.0 million of net intercompany receivables due from/to NGL Energy Partners LP (parent) and the Guarantor Subsidiaries to/from the non-guarantor subsidiaries at June 30, 2020 and March 31, 2020, respectively.
(2)
Includes $2.5 billion and $2.5 billion of goodwill and intangible assets at June 30, 2020 and March 31, 2020, respectively.
(3)
There are no noncontrolling interests held at the co-issuers or Guarantor Subsidiaries for either period presented.


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Statement of operations information:
 
 
NGL Energy Partners LP (Parent) and Guarantor Subsidiaries
 
 
Three Months Ended
June 30, 2020
 
Twelve Months Ended
March 31, 2020
 
 
(in thousands)
Revenues
 
$
841,719

 
$
7,548,659

Operating loss
 
$
(9,765
)
 
$
(16,210
)
Loss from continuing operations
 
$
(32,690
)
 
$
(193,375
)
Net loss (1)
 
$
(34,176
)
 
$
(411,610
)
Loss from continuing operations allocated to common unitholders
 
$
(54,739
)
 
$
(380,076
)
 
(1)
There are no noncontrolling interests held at the co-issuers or Guarantor Subsidiaries for either period presented.

Contractual Obligations

For a discussion of contractual obligations, see Note 8, Note 9 and Note 15 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements other than the letters of credit discussed in Note 8 to our unaudited condensed consolidated financial statements included in this Quarterly Report and the short-term leases discussed in Note 15 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Environmental Legislation

See our Annual Report for a discussion of proposed environmental legislation and regulations that, if enacted, could result in increased compliance and operating costs. However, at this time we cannot predict the structure or outcome of any future legislation or regulations or the eventual cost we could incur in compliance.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements that are applicable to us, see Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires the selection and application of appropriate accounting principles to the relevant facts and circumstances of our operations and the use of estimates made by management. We have identified certain accounting policies that are most important to the portrayal of our consolidated financial position and results of operations. The application of these accounting policies, which requires subjective or complex judgments regarding estimates and projected outcomes of future events, and changes in these accounting policies, could have a material effect on our consolidated financial statements. There have been no material changes in the critical accounting policies previously disclosed in our Annual Report.

 
Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

A significant portion of our long-term debt is variable-rate debt. Changes in interest rates impact the interest payments of our variable-rate debt but generally do not impact the fair value of the liability. Conversely, changes in interest rates impact the fair value of our fixed-rate debt but do not impact its cash flows.

The Revolving Credit Facility is variable-rate debt with interest rates that are generally indexed to bank prime or LIBOR interest rates. At June 30, 2020, we had $1.7 billion of outstanding borrowings under the Revolving Credit Facility at a

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weighted average interest rate of 2.74%. A change in interest rates of 0.125% would result in an increase or decrease of our annual interest expense of $2.1 million, based on borrowings outstanding at June 30, 2020.

The Term Credit Agreement is variable-rate debt with interest rates that are generally indexed to LIBOR interest rates. At June 30, 2020, we had $250.0 million of outstanding borrowings under the Term Credit Agreement at an interest rate of 9.50%. As interest under this agreement bears interest at LIBOR, subject to a 1.50% floor, a change in LIBOR rates of 0.125% would not result in an increase or decrease of our annual interest expense, based on borrowings outstanding at June 30, 2020.

Commodity Price and Credit Risk

Our operations are subject to certain business risks, including commodity price risk and credit risk. Commodity price risk is the risk that the market value of crude oil, natural gas liquids, or refined and renewables products will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers or financial counterparties to a contract.

Procedures and limits for managing commodity price risks and credit risks are specified in our market risk policy and credit policy, respectively. Open commodity positions and market price changes are monitored daily and are reported to senior management and to marketing operations personnel. Credit risk is monitored daily and exposure is minimized through customer deposits, restrictions on product liftings, letters of credit, and entering into master netting agreements that allow for offsetting counterparty receivable and payable balances for certain transactions. At June 30, 2020, our primary counterparties were retailers, resellers, energy marketers, producers, refiners, and dealers.

The crude oil, natural gas liquids, and refined and renewables products industries are “margin-based” and “cost-plus” businesses in which gross profits depend on the differential of sales prices over supply costs. We have no control over market conditions. As a result, our profitability may be impacted by sudden and significant changes in the price of crude oil, natural gas liquids, and refined and renewables products.

We engage in various types of forward contracts and financial derivative transactions to reduce the effect of price volatility on our product costs, to protect the value of our inventory positions, and to help ensure the availability of product during periods of short supply. We attempt to balance our contractual portfolio by purchasing volumes when we have a matching purchase commitment from our wholesale and retail customers. We may experience net unbalanced positions from time to time. In addition to our ongoing policy to maintain a balanced position, for accounting purposes we are required, on an ongoing basis, to track and report the market value of our derivative portfolio.

Although we use financial derivative instruments to reduce the market price risk associated with forecasted transactions, we do not account for financial derivative transactions as hedges. All changes in the fair value of our physical contracts that do not qualify as normal purchases and normal sales and settlements (whether cash transactions or non-cash mark-to-market adjustments) are reported either within revenue (for sales contracts) or cost of sales (for purchase contracts) in our unaudited condensed consolidated statements of operations, regardless of whether the contract is physically or financially settled.

The following table summarizes the hypothetical impact on the June 30, 2020 fair value of our commodity derivatives of an increase of 10% in the value of the underlying commodity (in thousands):
 
Increase
(Decrease)
To Fair Value
Crude oil (Crude Oil Logistics segment)
$
(6,705
)
Crude oil (Water Solutions segment)
$
(2,492
)
Propane (Liquids and Refined Products segment)
$
2,359

Butane (Liquids and Refined Products segment)
$
(1,079
)
Refined Products (Liquids and Refined Products segment)
$
(613
)
Other Products (Liquids and Refined Products segment)
$
(179
)
Canadian dollars (Liquids and Refined Products segment)
$
287


Changes in commodity prices may also impact the volumes that we are able to transport, dispose, store and market, which also impact our cash flows.


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Fair Value

We use observable market values for determining the fair value of our derivative instruments. In cases where actively quoted prices are not available, other external sources are used which incorporate information about commodity prices in actively quoted markets, quoted prices in less active markets and other market fundamental analysis.

Item 4.
Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed in our filings and submissions under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our general partner, as appropriate, to allow timely decisions regarding required disclosure.

We completed an evaluation under the supervision and with participation of our management, including the principal executive officer and principal financial officer of our general partner, of the effectiveness of the design and operation of our disclosure controls and procedures at June 30, 2020. Based on this evaluation, the principal executive officer and principal financial officer of our general partner have concluded that as of June 30, 2020, such disclosure controls and procedures were effective to provide the reasonable assurance described above.

There have been no changes in our internal controls over financial reporting (as defined in Rule 13(a)-15(f) of the Exchange Act) during the three months ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

We are involved from time to time in various legal proceedings and claims arising in the ordinary course of business. For information related to legal proceedings, see the discussion under the captions “Legal Contingencies” in Note 9 to our unaudited condensed consolidated financial statements included in this Quarterly Report, which is incorporated by reference into this Item 1.

Item 1A.    Risk Factors

There have been no material changes in the risk factors previously disclosed in Part I, Item 1A–“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.    Defaults Upon Senior Securities

Not applicable.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.


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Item 6.    Exhibits
Exhibit Number
 
Exhibit
4.1*
 
4.2*
 
4.3*
 
10.1
 
10.2
 
22.1*
 
31.1*
 
31.2*
 
32.1*
 
32.2*
 
101.INS**
 
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**
 
Inline XBRL Schema Document
101.CAL**
 
Inline XBRL Calculation Linkbase Document
101.DEF**
 
Inline XBRL Definition Linkbase Document
101.LAB**
 
Inline XBRL Label Linkbase Document
101.PRE**
 
Inline XBRL Presentation Linkbase Document
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
Exhibits filed with this report.
**
The following documents are formatted in Inline XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets at June 30, 2020 and March 31, 2020, (ii) Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2020 and 2019, (iii) Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended June 30, 2020 and 2019, (iv) Unaudited Condensed Consolidated Statements of Changes in Equity for the three months ended June 30, 2020 and 2019, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2020 and 2019, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
NGL ENERGY PARTNERS LP
 
 
 
 
By:
NGL Energy Holdings LLC, its general partner
 
 
 
Date: August 10, 2020
 
By:
/s/ H. Michael Krimbill
 
 
 
H. Michael Krimbill
 
 
 
Chief Executive Officer
 
 
 
Date: August 10, 2020
 
By:
/s/ Robert W. Karlovich III
 
 
 
Robert W. Karlovich III
 
 
 
Chief Financial Officer


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