NGL Energy Partners - Earnings Call - Q3 2025

Transcript

Operator (participant)

Welcome to the NGL Energy Partners 3Q25 earnings call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to your host, Brad Cooper, CFO. You may begin.

Brad Cooper (CFO)

Thank you. Good afternoon, and thank you to everyone for joining us on the call today. Our comments today will include plans, forecasts, and estimates that are forward-looking statements under the U.S. securities law. These comments are subject to assumptions, risks, and uncertainties that could cause actual results to differ from the forward-looking statements. Please take note of the cautionary language and risk factors provided in our presentation materials and our other public disclosure materials. Before we start discussing our third-quarter results, I would like to update everyone on some of the operational and corporate strategic initiatives that we completed during the Q3 and subsequent to quarter end.

First, a few quarters ago, we mentioned on an earnings call that we had line of sight to a few new customers that would put additional barrels on Grand Mesa, and these new volumes could build our volume up to 100,000 barrels per day of crude oil on the pipeline. In November, we entered into a deal with Prairie Operating for a long-term acreage dedication, where we will provide water disposal services as well as gather and ship crude oil on Grand Mesa. This transaction was press released by Prairie on November 18th. After the quarter ended, we entered into an additional contract with the producer. In addition to these two deals, the recent news regarding Prairie Operating's acquisition of Bayswater we believe provides some additional upside to our volume projections for Grand Mesa.

Second, on February 5th, we signed a purchase and sale agreement to sell 17 of our natural gas liquids terminals. In late January, we signed an additional agreement to sell one terminal in Green Bay, Wisconsin. Total proceeds for both transactions, inclusive of working capital, is approximately $95 million. We anticipate closing both transactions by March 31st. During the Q3, we also wound down the majority of our biodiesel marketing business. I will get into the impacts this decision had on our financials for the quarter, but the elimination of this business permanently reduces our working capital needs by $30 million-$40 million on average per year. With the additional sale of substantially all of the wholesale propane business, we have eliminated a total of $60 million-$70 million of working capital on average per year.

During the peak inventory builds throughout the year, the working capital requirements for these two have been historically as high as $100 million. These strategic actions are the next step in our strategy to simplify the asset base, reduce working capital, smooth out the seasonality of our EBITDA and free cash flow, and ultimately reduce debt by selling non-core assets at attractive deleveraging multiples. Third, the LEX II project commenced operations in October and is performing as expected. Fourth, as previously mentioned on November 22nd, we purchased $23,375,000 of the $25,500,000 outstanding warrants for $6.9 million. This transaction represented approximately 92% of the outstanding warrants and eliminates the potential future dilution to our LP unit holders.

Fifth, due to the structural changes in the biodiesel market and our desire to exit the business, we started the process of winding down our biodiesel marketing business by allowing our storage lease and certain railcar leases to expire and closing out the open purchase and sale contracts. Other than the railcar and storage leases, this business did not have any other long-lived assets. We expect to have all our inventory liquidated by the end of February and to sublease the remaining railcars by March 31st, 2025. Year to date, biodiesel has generated negative Adjusted EBITDA of $10.3 million, with negative $12.1 million in Adjusted EBITDA in the Q3. And lastly, in January and February, we sold 143 railcars for proceeds of $12.5 million and expect to close on additional railcars before March 31st. Total proceeds are expected to be approximately $20 million.

All of the sales proceeds I have mentioned will be deployed to the balance sheet, and we currently project an undrawn ABL balance at March 31st. Let's get into the quarterly results. Consolidated Adjusted EBITDA for the quarter came in at $147.7 million in the Q3 versus $151.7 million the prior year Q3. As I just mentioned, we are winding down our biodiesel business, which negatively impacted Adjusted EBITDA in the quarter by $12.1 million. So if you exclude the impact of biodiesel, Adjusted EBITDA was approximately $160 million for the quarter, or approximately 5% higher than the prior Q3. Water Solutions Adjusted EBITDA was $132.7 million in the Q3 versus $121.3 million in the prior Q3. Physical water disposal volumes were 2.62 million barrels per day in the Q3 versus 2.38 million barrels per day in the prior Q3.

Total volumes we were paid to dispose that includes deficiency volumes were 2.91 million barrels per day in the Q3 versus 2.6 million barrels per day in the prior Q3. So total volumes we were paid to dispose of were up 12% Q3 of fiscal 2025 over the Q3 of fiscal 2024. The team continues to maximize the expense side of the ledger. Operating expenses in the Water Solutions segment decreased for the quarter ended December 31st, 2024, compared to the quarter ended December 31st, 2023, primarily due to lower utility expenses, lower chemical expense, and lower repairs and maintenance expense. Operating expense per produced barrel processed was $0.21 for the quarter ended December 31st, 2024, compared to $0.25 in the comparative quarter last year.

Crude Oil Logistics adjusted EBITDA was $17.4 million in the Q3 of fiscal 2025 versus $17 million in the prior year's Q3. Physical volumes on Grand Mesa averaged approximately 61,000 barrels per day compared to 70,000 barrels per day for the quarter ended December 31st, 2023. As I discussed earlier, Prairie Operating signed and press released a long-term dedication in the DJ Basin with the partnership, and we entered into another acreage dedication agreement with a second producer. These are the potential contracts on Grand Mesa we alluded to in prior earnings calls that would get us to 100,000 barrels per day. With very little maintenance capital needed for this business segment, the growth in the EBITDA will create a dollar-for-dollar increase in our free cash flow. Liquids Logistics adjusted EBITDA was $8.2 million in the Q3 versus $26.3 million in the prior Q3.

The winding down of biodiesel significantly impacted the quarter with negative Adjusted EBITDA of $12.1 million for the quarter, so excluding the impact of biodiesel, the remaining businesses within Liquids Logistics generated $20.3 million for the quarter. We are optimistic with the cold weather most of the country has experienced in January and that looks to continue through February that we will have strong results from the wholesale propane division to report for the fiscal fourth quarter. As for our full-year results, we are updating the guide to reflect additional weakness in our Liquids segment. For the full year, we are guiding to $620 million of EBITDA. With that, I would now like to turn the call over to our CEO, Mike Krimbill.

H. Michael Krimbill (CEO)

Thanks, Brad. Good afternoon, everyone. For several years now, we have experienced performance below expectations in certain of our liquids logistics businesses, as well as declining volumes on Grand Mesa crude oil pipeline. Our results have reflected this volatility, and in addition, our liquids businesses contained a seasonality that made it difficult to predict quarterly earnings and was further complicated by warm weather. That is changing going forward as we are now on our way to becoming a water solutions partnership with the crude oil logistics segment. Exiting the biodiesel business and selling substantially all of our wholesale propane business will improve the repeatability of our cash flows and reduce the seasonality and volatility of our Adjusted EBITDA.

With respect to crude oil logistics, we are bouncing off the bottom of our DJ Basin performance, adding new customers, which we expect to significantly enhance the volumes and profitability of Grand Mesa going forward. We continue to work on other non-core asset sales, which will further reduce indebtedness and leverage. If successful, we expect to announce these in the next few months. Once we have reduced our leverage further, we can begin redemption of our Class D preferred shares. So with that, Operator, please open up the line for Q&A.

Operator (participant)

Thank you. At this time, we will be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Once again, please press star one if you have a question or a comment. The first question comes from Derek Whitfield with Texas Capital. Please proceed.

Derrick Whitfield (Analyst)

Good afternoon, all, and congrats on your divestiture announcements.

Brad Cooper (CFO)

Thanks, Derek.

Derrick Whitfield (Analyst)

Perhaps starting there with your announced NGL terminal and railcar transactions, how should we think about the annual run rate EBITDA of your remaining assets in Liquids Logistics following these transactions?

Brad Cooper (CFO)

Historically, Derek, I mean, that segment's got really four legs of the stool: wholesale propane, biodiesel, rack marketing, our Centennial business. Between the wind down of bio and the wholesale transaction, it's probably 15%-20% of our EBITDA on that business unit historically.

Derrick Whitfield (Analyst)

I'll add to that, Brad. I think it's too early for us to give any numbers. We are still looking at some additional opportunities, so we don't want to mislead you by giving you a number that turns out to be not accurate.

H. Michael Krimbill (CEO)

Understood. Maybe shifting over to the crude oil logistics segment, how should we think about the growth trajectory associated with the announcements from this quarter to really achieve that 100,000-barrel mark you referenced in your prepared remarks?

Brad Cooper (CFO)

I'd say, again, we probably wait for our fiscal 2026 guidance to really quantify that. I think you can see that the volume increase will be 50%. So if nothing else, you could take 50% of EBITDA this year and add it to our number.

H. Michael Krimbill (CEO)

That's great. Thanks for taking my questions.

Operator (participant)

Once again, if you have a question or a comment, please press star one on your touchstone phone. The next question comes from James Spicer with TD Securities. Please proceed.

James Spicer (Analyst)

Yeah. Hi. Thanks for taking the question. Sounds like if you're projecting an undrawn revolver balance at the end of next quarter, that would imply that the majority of your asset sale proceeds and free cash flow are all going to pay down the ABL balance. Just wondering if that's the case. If so, what metrics are you looking for to hit before you start addressing the principal on the Series D preferreds?

Brad Cooper (CFO)

Yeah, that's correct. Assuming that all the asset sales flows, they go straight to the ABL. I think it's probably just continued deleveraging. I don't know if we have a hard, fast line in the sand in terms of where we want to be, but the way that our growth capital projects typically occur, we want everything lined up for next year. But if you take this year as an example, the LEX II spin was in the first half of the year. So assuming there's a repeatable transaction like that, James, I would assume kind of a back half of fiscal 2026 in terms of Class D redemption. That's not signaling that we've got another deal lined up. It's really just trying to illustrate if we have a repeat of this year, how our free cash flow really flows through the partnership.

James Spicer (Analyst)

Okay. Got it. And then on the liquids logistics business, just a point of clarification. What assets are left in the liquids logistics business now post these divestitures, and which are the primary sources of cash flow at this point?

Brad Cooper (CFO)

Yeah. Recall that wholesale propane is really the only business unit within the four legs of the stool that had hard assets. What's remaining is Ambassador. So that's the propane pipeline there in Michigan. Chesapeake, which is a butane export facility, and then Port Hudson and West Point. We have a terminal in West Point, Virginia. So those four residual assets.

James Spicer (Analyst)

Okay. Thanks. And then just one more. I think you had been guiding to Water Solutions EBITDA of, I can't remember the number now, like 540-550 or something in that range. Just wondering with your updated total guidance, what that implies in terms of water.

Brad Cooper (CFO)

Yeah. It implies water will be below that range, but it's not clear to us where we're going to end up, so we decided not to provide any more guidance on water.

James Spicer (Analyst)

Okay. That's it for me. Thanks, guys.

Operator (participant)

Okay. The next question comes from Tarik Hamid with J.P. Morgan. Please proceed.

Nevin Mathew (Analyst)

Hi. Good afternoon. This is Nevin on for Tarik. I was just wondering if you could comment on the relative profitability on the volumes related to LEX II compared to the previously existing assets.

Brad Cooper (CFO)

No. I mean, in my prepared comments, it's performing as expected. That's really all we've got at this point.

Nevin Mathew (Analyst)

Got it. But in terms of additional volumes coming online compared to original, our LEX I, is there any difference in terms of the contracts that were struck?

Brad Cooper (CFO)

Could you repeat the question? It's a little fuzzy here on this side, breaking up.

Nevin Mathew (Analyst)

Sorry. Just looking for whether or not you could provide any commentary on the contracts that were struck for LEX II in terms of pricing and profitability.

Brad Cooper (CFO)

At this time, there's no additional contracts that we've signed up as a result of LEX II pipeline, if that's what you're asking.

Nevin Mathew (Analyst)

Got it. Thank you.

Operator (participant)

Okay. We have a follow-up coming from Derek Whitfield with Texas Capital. Please proceed.

Derrick Whitfield (Analyst)

Good afternoon, guys. Just to clarify the comment on water logistics volumes, should we be thinking about that more from a seasonal perspective? I mean, it's certainly not surprising to see seasonal CapEx down across upstream industry. I mean, I would think that you would start to see that front loaded in the first half of the year. So I mean, it's just a seasonal factor. Is that the right way to think about it?

Brad Cooper (CFO)

Talking about my comments on the growth capital, Derek, around LEX II?

Derrick Whitfield (Analyst)

No. More around the volumes. So you had a slight decline in Water Solutions volumes in the Delaware Basin in Q3 versus Q2. And I thought the previous question.

Brad Cooper (CFO)

Yeah. I think so.

Derrick Whitfield (Analyst)

Yeah. Go ahead. Sorry.

Brad Cooper (CFO)

I think the Q3, we saw quite a bit of recycling from some of our larger customers. I don't know if that's seasonal. Doug, are you there? Maybe you've got some thoughts on the seasonality of recycling versus the rest of the year and how it lays out in the calendar year.

This is Doug. Typically, we see the slowdown over the holidays. That began to change in 2023, where we saw the producers stay very busy through the holiday season. But once again, it's flipped back in 2024. And I don't know if it's the calendar situation where there was a Thanksgiving and Christmas certainly had a lot more leaned a lot more towards time off just in general. But we did see a slowdown compared to prior year because of that. And can we call it seasonal? Maybe it's more operational. Things are going certainly in Delaware, staying very steady. But there was a ramp of recycling this year in that last quarter of the calendar year, and we're already seeing those numbers quickly turn back around in this first calendar quarter of the year with a lot of wells being brought online.

Derrick Whitfield (Analyst)

Terrific. That's what I was expecting.

Operator (participant)

We've reached the end of the question-and-answer session, and I will now turn the call over to Brad Cooper for closing remarks.

Brad Cooper (CFO)

Thanks, everyone, for your interest in NGL, and we look forward to catching up with everyone in a couple of months on the year-end earnings call. Thanks, and have a nice week.

Operator (participant)

This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.