Trey Karlovich
Analyst · Bank of America. Your line is now open
All right. Thanks, Mike. So first off, here's how I think about the TPSL sales. This business has been significantly volatile over the past five years. However, the EBITDA over the past 12 months is essentially zero. The volatility now been removed. The proceeds we receive will be used to pay off all of the working capital associated with this business plus about 10%. So assume our total debt is reduced from $2.6 billion to $2.3 billion with no reduction in LTM EBITDA. This reduces leverage by about half a term. Additionally, the value assigned to this business based on guidance was generally a $100 million assuming a four times to five times EBITDA multiplied by the market. But the debt level was $300 million to $350 million depending on working capital values, resulting in a negative sum of the parts valuation of $200 million to $250 million. We didn't sell the business for just a $100 million. We eliminated all of the debt associated with it which should increase our overall valuation by almost $2 per unit using the sum of the parts. We also reduced our interest cost savings from the sale by $15 million per year, which is not factored in to the EBITDA valuation. Looking at some multiples, if you look at last year's multiples, this is over 35 times multiple on fiscal 2019 results. It was an infinite multiple based on the last 12 months. And based on our current year guidance as originally published, it would be about a 16 times to 17 times multiple. This was a great transaction for NGL in this market. Market on some of the other benefits of this transaction and also talked about Mesquite. One of the questions that we've been getting quite frequently is around our financing of Mesquite. So I'll dive into that first. Our stated objective with the Mesquite transaction was to fund it in a leverage neutral manner. The total purchase price was $892 million and our forecasted EBITDA for the acquisition was between $110 million and $120 million for year one, which allowed us to use approximately $400 million in debt to remain at our 3.25 times compliance leverage target. We funded the initial purchase with $400 million of newly issued Class C Preferred Units, $100 million of existing Class B Preferred Units and $250 million of debt through a senior secured loan. The remaining purchase price is expected to be funded through borrowings under our revolving credit facility once certain volume thresholds are met. We received several questions about the use of preferred equity and our belief is that this preferred issuance was at a lower cost than our common equity over the long run, especially considering the size and provided much more surety of execution. Following the closing of the refined products transaction, we will continue to have a portion of our credit facility allocated to working capital. However, with the elimination of this inventory and the expected reduction in letters of credit, the balance will be reduced by an estimated $300 million to $350 million going forward, which as I stated will reduce all leverage by over half a turn and interest costs by approximately $15 million per year. We will continue to target 3.25 compliance leverage as well as all-in leverage under five times. We will also continue to look at ways to reduce working capital borrowings and appropriately manage our balance sheet and cost to capital. We are slightly above those thresholds at 630. However, pro forma for refined products sale are all-in leverage would be approximately 4.6 times. I’ll now go through the results for each of the segments and overall for fiscal -- for the first quarter of fiscal 2019 -- fiscal 2020, I'm sorry. Adjusted EBITDA totaled $87 million for the quarter, which included an $11 million loss in refined products, which included the TPSL business that is being sold. Removing the TPSL business would have resulted in pro forma adjusted EBITDA of $97 million for the quarter, which would be right in line with our expectations for our core businesses and with Street consensus. Our full-year fiscal 2020 adjusted EBITDA guidance target remains $600 million, despite the sale of our refined products as we remain in forecast ranges for our core segments. I’ll now go through each segment. The Crude segment generated approximately $52 million of adjusted EBITDA this quarter, consistent with the prior several quarters and right in line with our guidance. Grand Mesa volumes average 133,000 barrels per day this quarter. We continue to see strong demand out of the DJ Basin and Grand Mesa and other areas of our crude business are operating on forecast. We've seen some commodity price fluctuations in crude oil over the past quarter. But this has had minimal impact on our Crude Logistics segment. We are not expecting any changes to our business at this time and maintain our adjusted EBITDA guidance range for fiscal 2020 of $190 million to $210 million. Moving to Water, Water adjusted EBITDA was $41 million for the quarter with approximately 849,000 barrels per day of disposal volumes and 2,900 barrels per day of skim oil. This is the first full quarter subsequent to sale of our South Pecos assets in the Permian and we did not close the Mesquite transaction until July 2nd after the end of the quarter. We are expecting Mesquite to contribute significantly to both disposal and skim volume for the remainder of this fiscal year. Disposal and skim oil revenues were better than budget for the quarter. Fresh water sales were slightly lower than expected as we worked on completing the joint marketing arrangement with Intrepid Potash that was announced last week. We expect fresh water sales to catch up to budget through the remainder of the year as we have a limited volume than we can sell. Skim oil production was approximately 2,900 barrels per data during the quarter with an average crude cut of about 34 basis point, which is in line with our expected recovery during the spring and summer. We have recently increased our forecasted skim oil production with the addition of Mesquite and added to our hedge position. We are hedging approximately 3,500 barrels per day for the remainder of fiscal 2020 at a weighted average price of just over $60 per barrel. We are expecting significant growth in our water business for the remainder of this year within our legacy assets as well as Mesquite. Our adjusted EBITDA expectation for water solutions for fiscal 2020 remains a range of $290 million to $320 million. Adjusted EBITDA for our Liquid segment totaled $12 million this quarter as we benefited from our recently acquired terminals including our Chesapeake export facility. Volumes and margins are stronger than prior year, especially for butane where we have strong performance due to favorable market conditions. This is typically a slow period for propane as we prepare for our upcoming supply season. We are capitalizing on opportunities to use our storage positions, quality asset base and favorable market conditions to better supply our customers and generate strong profits on forward sales. We have also grown our customer base through both acquisition and organic business development efforts. Our fiscal 2020 adjusted EBITDA guidance range for liquids remains $75 million to $90 million. Finally, refined products, adjusted EBITDA refined and renewables was a loss of $11 million for the quarter with the TPSL division being sold generating a $10 million loss. We're expecting to close the sale by the end of September. We would have own the TransMontaigne business for approximately five years once this transaction closes. Remember, we purchased that business for about $200 million plus the working capital in 2014. Since that time, we have sold the equity in that business for almost $500 million. Not to mention realizing over $300 million in EBITDA over the period and recovery in the working capital. It may have been a rollercoaster ride for earnings, but you cannot argue with the overall return generated by this business. We will continue to operate the business through closing. Additionally, we will continue to own our ride marketing gas blending and renewable businesses. These businesses are much smaller than TPSL and we will look at ways to optimize them going forward. We will also retain our biofuel tax credits earned through the closing of the sale should they be passed by Congress, which could total over $25 million benefit to NGL. Assuming a September 30 closing of the transaction, we are updating our FY 2020 guidance range for the refined products segment to $15 million to $30 million. Finally, we declared a $0.39 per unit $1.56 annualized distribution for the quarter. We continue to target 1.3 times coverage or better on a trailing 12 month basis at which point we will evaluate the best use of funds to benefit of our unitholders including reinvesting in the business, repurchasing equity or increasing our distribution rate. That decision will be made based on numerous factors, but keeping our balance sheet healthy will continue to be a priority. That concludes our prepared remarks. We will now open the line for questions. Friends do you have any questions?