NGL - NYSE

Greetings. Welcome to the NGL Energy Partners 4Q '24 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Brad Cooper, CFO. You may begin.

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 US 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. Fiscal 2024 was a transformational year for NGL. These are some of the key highlights from the year. In the first quarter, we purchased approximately $100 million of notes with the proceeds from the Marine asset sale that closed on March 30, 2023. In the third quarter, we launched an open season on the Grand Mesa Pipeline, resulting in a 20,000 barrel per day MVC for five years. In the fourth quarter, the LEX II project was announced. Recall, this project is underwritten by an MVC with an investment grade counterparty and an extension of an existing acreage dedication with the same counterparty. During the third quarter, we internally kicked off our global refinancing that we officially launched to the market in fiscal fourth quarter. As part of the global refinancing, we amended and extended the ABL with the same commitment level of $600 million, adding a few more banks than we previously had, as well as negotiating with the bank group relief on key covenants that provide us more operational flexibility than we previously had. Our permanent refinancing included $2.2 billion of senior secured notes with $900 million of five-year non-call 2 notes at 8.125% interest due 2029 and $1.3 billion eight-year non-call three notes at 8.375% to 2032. In addition to the secured notes, we entered a seven-year, $700 million term loan B facility. The term loan facility is a floating rate debt instrument that gives us the ability to both repay and reprice the facility after the six-month soft call window expires, which is in early August. The net proceeds from the refinancing were used to fund the redemption of the 2025 and 2026 unsecured notes and the 2026 senior secured notes, including any applicable call premiums and accrued and unpaid interest. After completing the refinancing and retiring our previous notes, we quickly turned our focus to the preferred securities in our capital structure, specifically the class B, C, and D preferred arrearages. In February, we paid 50% of the outstanding arrearages as of December 31, 2023, which was paid to the holders of record as of February 16 and distributed to the holders on February 27. In April, we made two additional distributions to the class B, C, and D holders, which made NGL current on all preferred classes as of April 25. Being current on all three preferred classes opens the doors for us to further address the capital structure that Mike will speak to shortly. We executed on our plan to attack the capital structure and address our maturities during the fiscal year. And I believe being current on the preferred arrearages by the end of April exceeded all internal expectations and we believe exceeded most of the external expectations. We've been clear in our messaging to address our maturities and the preferred securities. Getting to this point hasn't been easy, it's involved everyone across the company executing on their respective job functions. I would like to thank all the employees for getting us to this spot. Our full-year adjusted EBITDA for fiscal 2024 was $610 million, which is lagging what we guided to for the year. The weakness was driven by Liquids Logistics and our Crude Logistics segment. Our Liquid Logistics full-year adjusted EBITDA was $70 million. This segment continues to be impacted by warmer than normal winters in our key operating areas, reducing demand for propane and reducing margins. Also, the closure and sale of several terminals earlier in the fiscal year impacted our full-year volumes. The Crude Oil Logistics full-year adjusted EBITDA was $86.9 million. The results for fiscal 2024 were primarily driven by lower volumes shipped and sold on the Grand Mesa Pipeline and wider than expected differentials, especially in the first half of fiscal 2024. Our Water Solutions segment continues to deliver strong year-over-year performance. Water Solutions achieved record full-year adjusted EBITDA of $508.3 million, a 10% increase over the prior year. Also, water solutions achieved record physical annual water disposal volumes of 884.6 million barrels, a 4.1% increase over the prior year. Our total capital incurred for fiscal 2024 was $152 million for both maintenance and growth. The fiscal 2024 guidance was $150 million, so our capital spend was in line with our guidance for fiscal 2024. We also closed on over $280 million of asset sales, inclusive of working capital for the fiscal year. When you include the Marine Assets that close on March 30, 2023 through the most recent ranch closing in the first week of April, 2024, much higher than the market expected. These dispositions were a critical achievement for the year, allowing us to attack the capital structure quickly. Let's now get into the fourth quarter results. Water Solutions adjusted EBITDA was $123.4 million in the fourth quarter versus $131.6 million in the prior fourth quarter. physical water disposal volumes were 2.39 million barrels per day in the fourth quarter versus 2.46 million barrels per day in the prior fourth quarter. For the full year, average physical produced water disposed was up by 4% fiscal 2024 versus 2023. Total volumes we were paid to dispose, which includes deficiency volumes were 2.59 million barrels per day in fiscal 2024 versus 2.43 million barrels per day in fiscal 2023. So total volumes we were paid to dispose were up 7% fiscal '24 over fiscal '23. On the revenue side of the ledger, revenue per barrel was lower during the quarter due to rate changes for certain existing contracts and the expiration of certain higher fee per barrel contracts. Water Solutions continues to do a great job controlling their industry leading operating expenses, achieving $0.23 per barrel in the fourth quarter and averaging $0.24 per barrel operating expense for fiscal 2024. In January, we announced the LEX II project as I mentioned earlier. This project is approximately 27 miles of 30-inch diameter water pipeline with initial capacity of 200,000 barrels per day. The Lea County Express Pipeline Systems are expandable to 500,000 barrels per day. The construction of this project is underway and the anticipated in-service date is October. Remember, this project is underwritten by a minimum volume commitment and includes an acreage dedication extension with an investment-grade oil and gas producer. Crude Oil logistics adjusted EBITDA was $15.3 million in the fourth quarter versus $29.7 million in the prior fourth quarter. Product margin for crude oil sales impacted the quarter and full-year results due to lower production on acreage dedicated to us, that has historically been higher margin barrels as well as lower margins realized as the result of a contract expiration on December 31, 2023, as well as the sale of our marine business in March of '23. 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 adjusted EBITDA was $21.8 million in the fourth quarter versus $28.5 million in the prior fourth quarter. This decrease is primarily due to lower propane margins and 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 priority year quarter. Refined products decreased as the demand for gasoline was weak relative to supply, which led to lower margins. Our Biodiesel business, while small in the grand scheme of the EBITDA generation, did have a weaker than -- weaker year than anticipated due to weaker RFS mandates finalized in late June that pressured biodiesel pricing through the back half of fiscal 2024. Our butane team had a strong year, has a stronger blending market from January through mid-February during the quarter ended March 31, 2024, drove higher margins than we anticipated. This trend is carried into the early months of fiscal 2025 and they are off to a strong start again. I would now like to turn the call over to Mike Krimbill, our CEO.

Thanks, Brad. Good afternoon, everyone. Let's start out with EBITDA guidance. Our fiscal 2025 consolidated adjusted EBITDA adjusted guidance is $665 million. This guidance implies year-over-year adjusted EBITDA growth of 9%. Our Water Solutions segment is the primary driver of this year-over-year EBITDA growth and we expect 8% to 10% growth in fiscal 2025 from Water. When you consider the EBITDA impact of the recently announced North South Ranch transaction and the associated adjusted EBITDA recorded in fiscal 2024, which will not recur in fiscal 2025, the year-over-year growth is an additional 1% to 2% higher. With respect to Water Solutions. January 1 of 2024, our commitment of Poker Lake increased 100,000 barrels per day to a total of 450,000 barrels per day. As Brad mentioned earlier, the LEX II project will add 200,000 barrels per day that will go into service in October this year. So in other words, our adjusted EBITDA growth for Water Solutions is further de-risked with these known contract volume increases. And as a reminder, our combined capacity on Lea County Express Pipeline is 500,000 per day. Secondarily, just like our competitors, we are working on ways to derive additional value from our water, such as reuse, mineral extraction, desalinization. We just don't talk about it until the economic viability has been proven. Regarding Crude Logistics, we believe we're at the low point of volumes and tariff on the Grand Mesa Pipeline in fiscal 2024. There is upside to this segment in this fiscal year. We have been contacted by several producers who have interest in shipping on Grand Mesa beginning sometime in the next six to 12 months. Concerning Liquids Logistics, this segment has had some disappointing results historically, so we are exploring strategic alternatives on portions of that segment. With respect to asset sales, as for any further potential asset monetization in fiscal 2025, we're not guiding to a number like we did in previous years. We believe that we have identified and sold most of our idle and underutilized assets. That said, we are open to monetizing assets at attractive valuations if the opportunity presents itself. CapEx outlook, looking at our capital expenditure guidance, we're targeting $210 million for fiscal 2025 and that's total both growth and maintenance. Approximately 60% of the capital expenditure is related to the LEX II project. So excluding the LEX II project, we're guiding to about a 40% decrease in total capital spend versus last year. Cap structure, today we announced the Board approved a common unit of repurchase program of up to $50 million. We now have the ability to attack any part of our capital structure. We have a soft call at 101 on the term loan B through July, thereafter we can repay debt with no additional cost. The preferred dividend arrearages an occurrence.. We are allowed to purchase the class B, C, and D preferred. We have the ability to pay a common unit distribution and now we have authorization to buy up to $50 million of our common units. This gives us significant flexibility. Despite the common unit price increasing significantly in the past year, we still view the unit price as being undervalued based on our cash flow generation from our assets. As such, we believe that at the current common unit price, the repurchase program is the most attractive option to create value for our common unit holders. So with that operator, please open up the line for Q&A.

Absolutely. Thank you. At this time we will be conducting a question-and-answer session. [Operator Instructions] The first question comes from Tarek Hamid with J.P. Morgan. Please proceed.

Good afternoon.

Hey, thank you.

On the common unit repurchase program, we'd love to get a little bit more flavor on sort of how you're thinking about the timing of using it. Is that something that you're looking to sort of put to work now or is that something that you just want to have in place in case and even more attractive opportunity were to show up down the road?

We are -- depending on the unit price, we could use it right away, yes.

And then I guess, on Grand Mesa you talked about sort of a handful of potential opportunities to increase volumes over the next few months. I guess we'd just love to get kind of your sense on sort of the magnitude of that, sort of how do you think about kind of the exit volumes on Grand Mesa year-end versus kind of year-end '25 versus year-end '24?

Yes, I think with what Don and his team are working on right now, line of sight, we probably assume 70,000 barrel a day range today, call it 50% uptick from there. I think north of 100 with the potential to get to 110, 115 per day over the next six to 12 months.

So potentially very material growth there.

Yes.

And then just last one for me. You talked about looking at potential strategic alternatives for the Liquids business. Just love to get any kind of additional flavor you have there? Are you thinking kind of acquisitions, divestitures, joint ventures, sort of where is your head at on that?

Yes, I think it's more on the divestiture side. We've got a suite of assets in that Liquids business, hard assets that could fetch a nice multiple for the right buyer. We don't need to do anything. I think it's just a continued rationalization of each business unit and each segment and what assets we have at our disposal.

Got it. Thank you. I'll jump back in the queue.

Thank you.

[Operator Instructions] The next question comes from Gregg Brody with Bank of America. Please proceed.

Good afternoon, guys, and congrats for getting carted on those preferred, I know it's a lot of hard work. Great job there…

Thanks, Gregg.

Just on the preferred, I know you have some payments coming after the quarter. Just remind us what that is? And to get to complete, just to being current and then just -- also just as part of the repurchase program, is it still the same leverage guidance that's driving you when you think about that? When you were talking about, previous, you were talking about buying back preferreds with sort of leverage target, you just talk to us about how you're thinking about that?

Yes, on the preferreds, we are current as of April 25, we are caught up. We made the Q1 calendar payment on April 25. So we'll have -- we'll just -- now we get into the normal cycle of making quarterly payments to all three classes of the Bs, the Cs, and Ds a few weeks after the quarter ends, so we're current. In terms of the common unit buyback program, yes, I mean, the same leverage governors we've had in place, you know, we will manage to the leverage targets we've discussed publicly and with bond holders during the refinance. I think to Mike's opening comments, this is really just another tool in the toolbox that allows us to address the capital structure. If we see a pullback in the unit price and we have the capacity to step in and buy units and do something for the common unit holders here.

And then just remind me on the preferreds, does the coupon move back to, has it moved back to the lower fixed rate, is that right versus the floating rates on them?

Yes. We've got, the B's are floating today, the C's go to floating here pretty soon. The B's go to floating the summer. And recall that's on a quarterly basis, somewhere around $28 million per quarter across all three classes in terms of the distribution.

Got it. And then just, just going back to water. Could you talk about the underlying volume growth you're assuming excluding LEX II? And then how does LEX II layer in and how should we think about how volumes are going to ramp there?

Well, if LEX -- let's say LEX II is 200, if we're at 2.6-ish, I mean 10%, 260. So that's kind of LEX II plus what we -- the other contract we talked about that goes from [350 to 450] (ph). So it's really -- I mean, the good news is that, it's really what we've already got in our back pocket. So if there are additional deals, contracts, volumes, that'll -- it would be a higher rate of increase than the 9%, 10%.

Just remind me, so is all that minimum volume commence on that on LEX II and then I'm just wondering if there's opportunity for excess or beyond that?

I think we said they're both minimum volume commitments. That's correct.

And you'll be -- I guess you won't be above that or on any of that, it's just you'll be earning that initially, right? Just trying to figure out when you can maybe get above that or what if that's factored onto, yes?

Yes, you're right. That is just beginning. And we just have to see more frac crews and drilling in those areas to see if the volume is going to increase. But yes, I think that's just what we're anticipating. And what's in our guidance is that number for the full-year. Well, not the -- it's the full, it's from January 1 '24 to 3/31/25. And then for the other, it's November through March. So about a half a year.

Got it And just last question, those volume increases you're talking about at Grand Mesa are pretty significant. What's the dynamic -- what's the dynamic that's driving that type of volumes coming towards you?

I think we've been pretty clear and open that when the basin gets back to about 500,000 barrels a day, that's where we historically saw tightness within the basin on the pipeline. I think December production was north of 500,000 barrels, 509,000. I think that coupled with just the amount of calls and discussions Don Robinson is having with producers, gives us confidence that we can grow the volumes from where they are today out of this current trough.

I appreciate the time, guys, and perhaps you got on the preferred.

Thank you, Gregg.

Okay. The next question comes from Jason Mendel with RBC. Jason, please proceed.

Hi, good afternoon. Just wondering on the Water Solutions business, you guys gave some commentary for the decreases on a year-over-year basis. Just curious if on a sequential basis, from third quarter to fourth quarter the decline, if it's the same issues or if there's anything else to talk about on a more sequential basis?

No, I think it's the same sequential issues or -- not issue, but topic quarter-over-quarter. I think we look at total volumes that we get paid on. I mean, we're very diligent in how we contract and ensure that we've got MVCs behind big capital spends and or acreage dedication. And so we look at total disposed plus paid, and we're up year-over-year, 8%, 9%, I think is what we had in the press release.

Okay, got you. Great. Thank you. And then just one quick follow up on the Liquids business, to the extent that you have good success with exiting or with selling parts of that business, does that likely come with meaningful amounts of working capital release?

It does, yes.

Okay. Any way to put that in context or wait and see?

Yes, let's -- can we wait and see, maybe an update on the next call -- the next call is short, eight, nine weeks away.

Right. Thank you. Thanks for the time.

Up next, we have Ned Baramov with Wells Fargo. Please proceed.

Hey, thanks for taking the questions. On water, is M&A something you guys spend time on, or is growth in Water going to be primarily driven by continued organic investments? And then separately on the Water OpEx side, is the $0.23 to $0.24 per barrel sustainable going-forward?

I think on the M&A side, we've got organic growth opportunities like LEX II staring us in the face. Those will be, I think, the first projects we look at. I think we've been very clear over the years. We wanted to get the capital structure addressed. We still have the preferreds in front of us. I think there'll be a time for M&A here in the future. But as we -- Doug continues to bring the returns he's bringing, we're going to deploy capital to those to the extent we can ahead of M&A. And on the operating expenses, I think we've seen at the last couple of quarters and maybe over the last fiscal year, sub $0.25. So I believe it's a sustainable number. I don't think we've seen a lot of volatility in that number over the last handful of quarters. I think we've kind of fought off any inflation impacts along the way. And the team does a great job managing the cost side of the equation. Yes, Mike's got a good point. Probably not a lot of further move downward from where it is today. We've always kind of signaled this $0.23 to $0.25 as the landing zone for operating expenses.

Okay. Thanks for that color. And then maybe, can you talk about some of the growth projects that you've identified outside of LEX II or basically the remaining 40% of your CapEx budget?

We probably cannot until we get the deal signed up.

Okay. Thanks for that.

Okay. We have no further questions in queue. I'd like to turn the floor back to management for any closing remarks.

Thanks, everyone for your interest in NGL. We look forward to catching up in a couple of months on the fiscal 2025 first-quarter call. Thanks and have a nice weekend.