Participants

Bradley Cooper; Chief Financial Officer, Executive Vice President; NGL Energy Partners LP

H. Michael Krimbill; Chief Executive Officer, Director of the General Partner; NGL Energy Partners LP

Douglar White; Executive VP of NGL Water Solutions; NGL Energy Partners LP

Derrick Whitfield; Analyst; Texas Capital

James Spicer; Analyst; TD Securities

Nevin Mathew; Analyst; JPMorgan Chase & Co

Presentation

Operator

Greetings. Welcome to the NGL Energy Partners 3Q '25 earnings call. (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.

Bradley Cooper

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 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.
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 third quarter and subsequent to quarter end.
First, a few quarters ago, we mentioned on an earnings call that we had a 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 18. 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 5, 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 31.
During the third quarter, 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 to $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 to $70 million of working capital on average per year. During the peak inventory bills throughout the year, the working capital requirements for these two has 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 biom free cash flow, and ultimately reduce debt by selling non-core assets at attractive deleveraging multiples.
Third, the Lex 2 project commenced operations in October and is performing as expected. Fourth, as previously mentioned on November 22, 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 rail car 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 rail cars by March 31, 2025. Year-to-date, biodiesel has generated negative adjusted EBITDA of $10.3 million with negative $12.1 million in adjusted EBITDA in the third quarter.
And lastly, in January and February, we sold 143 railcars for proceeds of $12.5 million and expect to close on additional rail cars before March 31. 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 31.
Let's get into the quarterly results. Consolidated adjusted EBITDA for the quarter came in at $147.7 million in the third quarter versus $151.7 million the prior year third quarter. As I just mentioned, we are winding down our biodiesel business which negatively impacted the Chested even on the quarter by $12.1 million.
So if you exclude the impact of biodiesel, adjusted Ebiile was approximately $160 million for the quarter, or approximately 5% higher than the prior third quarter. Water solutions adjusted EBITDA was $132.7 million in the third quarter versus $121.3 million in the prior third quarter.
Physical water disposal volumes were 2.62 million barrels per day in the third quarter versus 2.38 million barrels per day in the prior third quarter. Total volumes we were paid to dispose that includes deficiency volumes for 2.91 million barrels per day in the third quarter versus 2.6 million barrels per day in the prior third quarter. So total volumes we were paid to dispose of we're up 12% third quarter of fiscal 25% over the third quarter of fiscal '24.
The team continues to maximize the expense side of the ledger. Operating expenses in the water solution segment decrease for the quarter end of December 31, 2024, compared to the quarter end of December 31, 2023. Due to primary, primarily due to lower utility expenses, lower chemical expense, and lower repairs and maintenance expense.
Operating expense per produced barrel process was $0.21 for the quarter end of December 31, 2024 compared to $0.25 in the comparative quarter last year.
Crude oil logistics suggest EBITDA was $17.4 million in the third quarter of fiscal '25 versus $17 million in the prior year's third quarter. Physical volumes on Grand Mesa averaged at approximately 61,000 barrels per day compared to 70,000 barrels per day for the quarter end of December 31, 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 $1 for dollar increase in our free cash flow.
Liquid's logistics adjusted EBITDA was $8.2 million in the third quarter versus $26.3 million in the prior third quarter. 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 liquid 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 liquid segment. For the full year, we are guiding the $620 million of EBITDA.
With that, I would like to turn the call over to our CEO, Mike Krimbill..

H. Michael Krimbill

Thanks, Brad. Good afternoon, everyone. For several years now, we've 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 just.
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-poor asset sales, which will further reduce the indebtedness and leverage. If successful, we will, 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 that operator, please open up the line for Q&A.

Question and Answer Session

Operator

(Operator Instructions) Derrick Whitfield, Texas Capital.

Derrick Whitfield

Congrats on your divestiture announcements.

H. Michael Krimbill

Thanks, Derrick.

Derrick Whitfield

Perhaps starting there with your announced NGL terminal and rail car transactions, how should we think about the annual run rate even of your remaining assets and liquid logistics following these transactions?

Bradley Cooper

So historically, Derrick, I mean that's that segment's got 4 really 4 legs of the stool, wholesale propane, biodiesel, marketing, or Centennial business. Between bio, the wind down of bio and the wholesale transaction, it's probably 15% to 20% of our EBITDA on that business unit historically.

H. Michael Krimbill

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.

Derrick Whitfield

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?

H. Michael Krimbill

I'd say again probably wait for our fiscal '26. Guidance to 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 and added added to our number.

Operator

(Operator Instructions) James Spicer, TD Securities.

James Spicer

It 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? And if so, what metrics are you looking for to hit before you start addressing the principal on the Series D preferreds?

Bradley Cooper

Yeah, that's correct. Assuming that all the assets 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 and we want have anything lined up for next year. But if you take this year as an example, the next two spend 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 '26 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

And then, on the logistics, liquid logistics business, just a point of clarification, what assets are left in the liquid logistics business now post these divestitures, and which are the primary sources of cash flow at this point?

Bradley Cooper

Yeah. We 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

Okay, thanks, and then just one more, I think you've been guiding to, water solutions EBITDA of -- I can't remember the number now like $540 million to $550 million or something in that range just wondering with your updated total guidance what that implies in terms of water.

H. Michael Krimbill

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 another. Any more guidance on water.

Operator

Tarek Hamid, JP Morgan.

Nevin Mathew

This is Nevin on for Tarek. I was just wondering if you could comment on the relative profitability on the volumes related to Lex 2 compared to the previously existing assets.

Bradley Cooper

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

Nevin Mathew

But in terms of, additional volumes coming online compared to original or that one, is there any difference in terms of the contract that was struck?

Bradley Cooper

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

Nevin Mathew

Sorry, was just looking for whether or not you could provide any commentary on the contracts that were struck for Lex 2 in terms of of pricing and profitability.

Bradley Cooper

At this time there's no additional contracts we've signed up as a result of Lex 2 Python if that's what you're asking.

Operator

Derrick Whitfield, Texas Capital.

Derrick Whitfield

Just to clarify, the comment on water logistics volumes, should we be thinking about that more from a seasonal perspective, and 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 that's, I mean, it's just a seasonal factor. Is that the right way to think about it?

Bradley Cooper

So my comments on the growth capital, Derrick around likes to.

Derrick Whitfield

No, more around the volume. So you had a slight decline in in logistics so why logistics volumes in Delaware in Q3 versus Q2.
And I thought the previous question, yeah, go ahead, sorry.

Bradley Cooper

I think the third quarter we've seen, 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? I don't, maybe you've got some thoughts on the seasonality of Of recycling versus the rest of the year and how it lays out in the calendar year.

Douglar White

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. We saw the, 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 the Delaware staying very steady, but there was a ramp of recycling this year in that 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.

Operator

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.

Bradley Cooper

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

Operator

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