NGL Energy Partners LP (NYSE:NGL) (“NGL,” ““we,” “us,” “our,” or the “Partnership”) today reported its fourth quarter and full year fiscal 2024 results.

Highlights for the fiscal year and quarter ended March 31, 2024 include:

• A net loss for full year Fiscal 2024 of $143.1 million, compared to net income of $52.5 million for full year Fiscal 2023; a net loss for the fourth quarter of Fiscal 2024 of $236.7 million, compared to a net loss of $33.2 million for the fourth quarter of Fiscal 2023. The fourth quarter of Fiscal 2024 includes a loss from the impairment of goodwill, an adverse litigation judgment and call premiums and other costs related to our refinancing.

• Adjusted EBITDA⁽¹⁾ for full year Fiscal 2024 of $610.1 million, compared to $632.7 million for full year Fiscal 2023; Adjusted EBITDA⁽¹⁾ for the fourth quarter of Fiscal 2024 of $147.5 million, compared to $173.3 million for the fourth quarter of Fiscal 2023

• Record Water Solutions’ Adjusted EBITDA⁽¹⁾ of $508.3 million for full year Fiscal 2024, a 10% increase over the prior year

• Record Water Solutions’ annual water disposal volumes processed of 884.6 million for full year Fiscal 2024, a 4.1% increase over the prior year

• On January 22, 2024, we announced that our Water Solutions business is commencing expansion of its Lea County Express Pipeline System from a capacity of 140,000 barrels of water per day to 340,000 barrels per day in 2024, with the ability to expand the capacity to 500,000 barrels of water per day. This project is fully underwritten by a recently executed minimum volume commitment contract that includes an acreage dedication extension with an investment grade oil and gas producer. We expect the pipeline expansion to be completed during the second half of our 2025 fiscal year.

• On February 2, 2024, we closed a debt refinancing transaction of $2.9 billion consisting of a private offering of $2.2 billion of senior secured notes, which includes $900.0 million of 8.125% senior secured notes due 2029 and $1.3 billion of 8.375% senior secured notes due 2032. We also entered into a new seven-year $700.0 million senior secured term loan “B” credit facility. The net proceeds from these transactions were used to fund the redemption of the 2026 senior secured notes and the 2025 and 2026 senior unsecured notes.

• On February 6, 2024, the board of directors of our general partner declared a cash distribution of 50% of the outstanding arrearages through December 31, 2023 to the holders of the Class B preferred units, the Class C preferred units and the Class D preferred units. The total distribution of $178.3 million was made on February 27, 2024 to the holders of record at the close of trading on February 16, 2024.

Highlights for the period subsequent to March 31, 2024 included:

• On April 4, 2024, the board of directors of our general partner declared a cash distribution of 55.4% of the outstanding distribution arrearages through the quarter ended March 31, 2024 to the holders of the Class B preferred units, the Class C preferred units and the Class D preferred units. The total distribution of $120.0 million was made on April 18, 2024 to the holders of record at the close of trading on April 12, 2024.

• On April 5, 2024, we closed on the sale of two ranches located in Eddy and Lea Counties, New Mexico for total consideration of $69.3 million, including working capital.

• On April 9, 2024, the board of directors of our general partner declared a cash distribution to fully pay the remaining distribution arrearages to the holders of the Class B preferred units, the Class C preferred units and the Class D preferred units. The total distribution of $98.1 million was made on April 25, 2024 to the holders of record at the close of trading on April 19, 2024.

• During April and May 2024, we closed on the sale of certain saltwater disposal assets in the Delaware Basin and certain real estate located in Lea County, New Mexico for total consideration of approximately $12.2 million.

• On June 5, 2024, the board of directors of our GP authorized a common unit repurchase program, under which we may repurchase up to $50.0 million of our outstanding common units from time to time in the open market or in other privately negotiated transactions. This program does not have a fixed expiration date.

“The Partnership ended Fiscal 2024, with Adjusted EBITDA⁽¹⁾ exceeding $610 million. Water Solutions achieved record annual water disposal volumes processed and Adjusted EBITDA⁽¹⁾, the Partnership executed a global refinancing, and sold non-core assets at attractive multiples. Fiscal 2025 holds more opportunities for growth projects with attractive returns, and continued reduction of our total leverage at fiscal 2025 year-end. NGL made two arrearage catch-up payments in Fiscal 2025, and became current on all preferred classes B, C and D’s in April,” stated Mike Krimbill, NGL’s CEO. “We are guiding Fiscal 2025 Water Solutions Adjusted EBITDA⁽¹⁾ to a range of $550 - $560 million and full year consolidated Adjusted EBITDA⁽¹⁾ of $665 million. Also, we are guiding to $210 million in total maintenance and growth capital expenditures for Fiscal 2025,” Krimbill concluded.

Quarterly Results of Operations

The following table summarizes operating income (loss) and Adjusted EBITDA⁽¹⁾ by reportable segment for the periods indicated:

Water Solutions

Operating income for the Water Solutions segment decreased by $9.9 million for the quarter ended March 31, 2024, compared to the quarter ended March 31, 2023. The Partnership processed approximately 2.39 million barrels of water per day during the quarter ended March 31, 2024, a 3.0% decrease when compared to approximately 2.46 million barrels of water per day processed during the quarter ended March 31, 2023. The decrease in produced water volumes processed was primarily due to certain producers in the Delaware Basin reusing their water in their operations. Service fees for produced water processed ($/barrel) were lower during the quarter due to rate changes for certain existing contracts and the expiration of certain higher fee per barrel contracts which were replaced with lower fee per barrel contracts with an extended term. In addition, there was a decrease in payments made by certain producers for committed volumes not delivered which also impacted service fees for produced water processed ($/barrel).

Revenues from recovered skim oil, including the impact from realized skim oil hedges, totaled $28.5 million for the quarter ended March 31, 2024, an increase of $4.0 million from the prior year period. The increase was due primarily to an increase in skim oil barrels sold as a result of 34,380 barrels of skim oil that were stored as of March 31, 2023 due to tighter pipeline specifications and higher realized crude oil prices received from the sale of skim oil barrels.

Operating expenses in the Water Solutions segment decreased $4.5 million for the quarter ended March 31, 2024, compared to the quarter ended March 31, 2023 due primarily to lower produced water volumes processed, which resulted in lower chemical and utility expense. Operating expense per produced barrel processed was $0.23 for the quarter ended March 31, 2024, compared to $0.24 in the comparative quarter last year.

Crude Oil Logistics

Operating income for the Crude Oil Logistics segment increased by $8.8 million for the quarter ended March 31, 2024, compared to the quarter ended March 31, 2023. Operating income for the fourth quarter of Fiscal 2024 includes a loss from the disposal or impairment of assets of $0.6 million, compared to a loss of $32.4 million in the same period of the prior year. Excluding these amounts, operating income decreased by $23.0 million for the fourth quarter of Fiscal 2024. Product margin for crude oil sales decreased approximately $14.3 million due to lower production on acreage dedicated to us in the DJ Basin, lower margins realized as the result of a contract expiration on December 31, 2023 and the sale of the Marine business in March 2023. Operating income also decreased due to net losses on derivative contracts of $14.2 million, which is comprised of net losses of $6.8 million in the current quarter, versus net gains of $7.4 million in the prior year quarter. These decreases were partially offset by $5.5 million from lower operating expenses and lower depreciation expense primarily due to the sale of the Marine business. During the three months ended March 31, 2024, physical volumes on the Grand Mesa Pipeline averaged approximately 67,000 barrels per day, compared to approximately 76,000 barrels per day for the three months ended March 31, 2023.

Liquids Logistics

Operating income for the Liquids Logistics segment decreased by $69.2 million for the quarter ended March 31, 2024, compared to the quarter ended March 31, 2023. Operating income for the fourth quarter of Fiscal 2024 includes an impairment loss of $69.2 million, compared to an impairment loss of $10.1 million in the same period of the prior year. Excluding these amounts, operating income decreased by $10.1 million for the fourth quarter of Fiscal 2024. This decrease is primarily due to lower propane margins due to a decrease in volumes as a result of the closure or sale of several terminals earlier in the fiscal year and warmer than average temperatures compared to the prior year quarter. Refined products decreased as the demand for gasoline was weak, relative to supply, which led to lower margins. These decreases were partially offset by higher butane margins (excluding the impact of derivatives), as we had a stronger blending market from January through mid-February during the quarter ended March 31, 2024. For the current quarter, we recognized $6.0 million of gains from net derivative activity, compared to $2.3 million in losses in the prior year quarter.

Capitalization and Liquidity

Total liquidity (cash plus available capacity on our asset-based revolving credit facility (“ABL Facility”)) was approximately $539.4 million as of March 31, 2024. On March 31, 2024, there were no borrowings under the ABL Facility, compared to $138.0 million in outstanding borrowings at March 31, 2023. The ABL Facility was paid off with funds from the debt refinancing transaction in February 2024.

As of March 31, 2024, the Partnership is in compliance with all of its debt covenants and has no significant current debt maturities before February 2029.

Fourth Quarter Conference Call Information

A conference call to discuss NGL’s results of operations is scheduled for 4:00 pm Central Time on Thursday, June 6, 2024. Analysts, investors, and other interested parties may join the webcast via the event link: https://www.webcaster4.com/Webcast/Page/2808/50611 or by dialing (888) 506-0062 and providing access code: 410412. An archived audio replay of the call will be available for 14 days, which can be accessed by dialing (877) 481-4010 and providing replay passcode 50611.

NGL filed its Annual Report on Form 10-K for the year ended March 31, 2024 with the Securities and Exchange Commission after market on June 6, 2024. A copy of the Form 10-K can be found on the Partnership’s website at www.nglenergypartners.com. Unitholders may also request, free of charge, a hard copy of our Form 10-K and our complete audited financial statements.

Non-GAAP Financial 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, revaluation of liabilities and other. We also include in Adjusted EBITDA certain inventory valuation adjustments related to certain refined products businesses within our Liquids Logistics segment as discussed below. EBITDA and Adjusted EBITDA should not be considered as alternatives to net (loss) income, (loss) income 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 certain businesses within our Liquids Logistics 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 certain businesses within our Liquids Logistics 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. 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. In our Crude Oil Logistics segment, we purchase certain crude oil barrels using the West Texas Intermediate (“WTI”) calendar month average (“CMA”) price and sell the crude oil barrels using the WTI CMA price plus the Argus CMA Differential Roll Component (“CMA Differential Roll”) per our contracts. To eliminate the volatility of the CMA Differential Roll, we entered into derivative instrument positions in January 2021 to secure a margin of approximately $0.20 per barrel on 1.5 million barrels per month from May 2021 through December 2023. Due to the nature of these positions, the cash flow and earnings recognized on a GAAP basis differed from period to period depending on the current crude oil price and future estimated crude oil price which were valued utilizing third-party market quoted prices. We recognized in Adjusted EBITDA the gains and losses from the derivative instrument positions entered into in January 2021 to properly align with the physical margin we hedged each month through the term of this transaction. This representation aligns with management’s evaluation of the transaction. The derivative instrument positions we entered into related to the CMA Differential Roll expired as of December 31, 2023, and we have not entered into any new derivative instrument positions related to the CMA Differential Roll.

Distributable Cash Flow is defined as Adjusted EBITDA minus maintenance capital expenditures, income tax expense, cash interest expense, preferred unit distributions and other. Maintenance capital expenditures represent capital expenditures necessary to maintain the Partnership’s operating capacity. For the CMA Differential Roll transaction, as discussed above, we have included an adjustment to Distributable Cash Flow to reflect, in the period for which they relate, the actual cash flows for the positions that settled that are not being recognized in Adjusted EBITDA. Distributable Cash Flow is a performance metric used by senior management to compare cash flows generated by the Partnership (excluding growth capital expenditures and prior to the establishment of any retained cash reserves by the board of directors of our general partner) to the cash distributions expected to be paid to unitholders. Using this metric, management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. This financial measure also is important to investors as an indicator of whether the Partnership is generating cash flow at a level that can sustain, or support an increase in, quarterly distribution rates. Actual distribution amounts are set by the board of directors of our general partner.

We do not provide a reconciliation for non-GAAP estimates on a forward-looking basis where we are unable to provide a meaningful calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various items that would impact the most directly comparable forward-looking U.S. GAAP financial measure that have not yet occurred, are out of the Partnership’s control and/or cannot be reasonably predicted. Forward-looking non-GAAP financial measures provided without the most directly comparable U.S. GAAP financial measures may vary materially from the corresponding U.S. GAAP financial measures.

Forward-Looking Statements

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

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

About NGL Energy Partners LP

NGL Energy Partners LP, a Delaware master limited partnership, is a diversified midstream energy partnership that transports, treats, recycles and disposes of produced and flowback water generated as part of the energy production process as well as transports, stores, markets and provides other logistics services for crude oil and liquid hydrocarbons.

For further information, visit the Partnership’s website at www.nglenergypartners.com.

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