Form 8-K FERRELLGAS PARTNERS L P For: Sep 28 Filed by: FERRELLGAS PARTNERS FINANCE CORP

September 28, 2017 7:03 AM

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): September 28, 2017

 

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-11331

 

43-1698480

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7500 College Blvd., Suite 1000,
Overland Park, Kansas

 

66210

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  913-661-1500

 

n/a

Former name or former address, if changed since last report

 

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

 

333-06693

 

43-1742520

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7500 College Blvd., Suite 1000,
Overland Park, Kansas

 

66210

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  913-661-1500

 

n/a

Former name or former address, if changed since last report

 

Ferrellgas, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50182

 

43-1698481

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7500 College Blvd., Suite 1000,
Overland Park, Kansas

 

66210

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  913-661-1500

 

n/a

Former name or former address, if changed since last report

 

Ferrellgas Finance Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50183

 

14-1866671

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7500 College Blvd., Suite 1000,
Overland Park, Kansas

 

66210

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  913-661-1500

 

n/a

Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

The information included in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.

 

Item 7.01 Regulation FD Disclosure.

 

On September 28, 2017, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2017. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated September 28, 2017, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2017.

 

Limitation on Materiality and Incorporation by Reference

 

The information in this Current Report on Form 8-K related to Items 2.02 and 7.01, including Exhibit 99.1 furnished herewith, is being furnished to the SEC pursuant to Item 2.02 and Item 7.01 of Form 8-K and is not deemed to be “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.

 

The furnishing of particular information in this Current Report, including Exhibit 99.1 furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act.

 

2



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release of Ferrellgas Partners, L.P. dated September 28, 2017, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2017.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

FERRELLGAS PARTNERS, L.P.

 

By Ferrellgas, Inc. (General Partner)

 

 

 

 

 

 

Date:  September 28, 2017

By

/s/ Alan C. Heitmann

 

 

Alan C. Heitmann

 

 

Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

FERRELLGAS PARTNERS FINANCE CORP.

 

 

 

 

 

 

Date:  September 28, 2017

By

/s/ Alan C. Heitmann

 

 

Alan C. Heitmann

 

 

Chief Financial Officer and Sole Director

 

 

 

 

 

 

 

FERRELLGAS, L.P.

 

By Ferrellgas, Inc. (General Partner)

 

 

 

 

 

 

Date:  September 28, 2017

By

/s/ Alan C. Heitmann

 

 

Alan C. Heitmann

 

 

Executive Vice President and Chief Financial Officer;; Treasurer (Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

FERRELLGAS FINANCE CORP.

 

 

 

 

 

 

Date:  September 28, 2017

By

/s/ Alan C. Heitmann

 

 

Alan C. Heitmann

 

 

Chief Financial Officer and Sole Director

 

4


Exhibit 99.1

 

FERRELLGAS PARTNERS, L.P. REPORTS RESULTS FOR FISCAL 2017

 

OVERLAND PARK, Kan., September 28, 2017 — Ferrellgas Partners, L.P. (NYSE:FGP) (“Ferrellgas” or the “Company”) today announced financial results for its fiscal year ended July 31, 2017. The Company reported net loss attributable to Ferrellgas Partners, L.P. of $54.2 million, compared to net loss of $665.4 million for the same period in 2016.

 

Adjusted EBITDA was $230.1 million compared to $344.7 million in the prior year period primarily due to decreased contributions from the midstream operations segment.

 

“Weather for fiscal 2017 was a stunning 18% warmer than normal, and significantly affected our financial results” said James E. Ferrell, the Company’s interim President and Chief Executive Officer. “Our strategy is to increase market share as reflected in our 2% increase in retail gallons sold, exceeding those of prior year on an absolute and weather adjusted basis. Overall gross margin was lower than the prior year period due to customer mix  and an increase in the overall wholesale cost of propane.”

 

Propane gallons sold were 791.1 million gallons, compared to 778.9 million gallons in the prior year. Operating income generated by the propane operations and related equipment sales segment was $187.9 million, compared to $204.9 million in the prior year period.

 

Our midstream operations segment generated an operating loss of $26.3 million this year compared to $648.3 million in fiscal 2016 primarily due to the impairment charge of $658.1 million recorded last year.

 

About Ferrellgas

 

Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia, and Puerto Rico, and provides midstream services to major energy companies in the United States. Ferrellgas employees indirectly own 22.8 million common units of the partnership, through an employee stock ownership plan. Ferrellgas Partners, L.P. filed a Form 10-K with the Securities and Exchange Commission on September 28, 2017. Investors can request a hard copy of this filing free of charge and obtain more information about the partnership online at www.ferrellgas.com.

 

Forward Looking Statements

 

Statements in this release concerning expectations for the future are forward-looking statements. These statements often use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,”

 

1



 

“strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” or the negative of those terms or other variations of them or comparable terminology. Forward-looking statements, include, but are not limited to: Ferrellgas’ debt reduction plans, Ferrellgas’ leverage ratio reduction plans, statements regarding future unitholder returns, growth and improved results, plans to increase the utilization of certain assets, the anticipated impact of Ferrellgas’ actions on its balance sheet and liquidity position, and the anticipated impact of Ferrellgas’ leadership changes. While Ferrellgas believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: risks related to Ferrellgas’ ability to generate sufficient cash flow to pay distributions, to make payments on its debt obligations and to execute its business plan; Ferrellgas’ ability to access funds on acceptable terms, if at all, because of the terms and conditions governing its indebtedness or otherwise; local, regional and national economic conditions and the impact they may have on Ferrellgas and its customers; the effect of weather conditions on the demand for propane; the prices of wholesale propane, motor fuel and crude oil; disruptions to the supply of propane; the termination or non-renewal of certain arrangements or agreements; adverse changes in our relationships with our national propane customers; significant delays in the collection of, or uncollectibility of, accounts or notes receivable; the financial condition of Ferrellgas’ customers; and the failure of any customer to perform its contractual obligations. A variety of known and unknown risks, uncertainties and other factors could cause results, performance and expectations to differ materially from anticipated results, performance and expectations. These risks, uncertainties and other factors are discussed in the Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2017, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.

 

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, Ferrellgas undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

 

Contacts

 

Jack Herrold, Investor Relations — jackherrold@ferrellgas.com, 913-661-1851

Jim Saladin, Media Relations — jimsaladin@ferrellgas.com, 913-661-1833

 



 

FERRELLGAS PARTNERS, L.P.  AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

 

ASSETS

 

July 31, 2017

 

July 31, 2016

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

5,760

 

$

4,965

 

Accounts and notes receivable, net (including $109,407 and $106,464 of accounts receivable pledged as collateral at July 31, 2017 and July 31, 2016, respectively, and net of allowance for doubtful accounts of $1,976 and $5,067 at 2017 and 2016, respectively)

 

165,084

 

149,583

 

Inventories

 

92,552

 

90,594

 

Prepaid expenses and other current assets

 

33,388

 

39,973

 

Total Current Assets

 

296,784

 

285,115

 

 

 

 

 

 

 

Property, plant and equipment, net

 

731,923

 

774,680

 

Goodwill

 

256,103

 

256,103

 

Intangible assets, net

 

251,102

 

280,185

 

Other assets, net

 

74,057

 

87,223

 

Total Assets

 

$

1,609,969

 

$

1,683,306

 

 

LIABILITIES AND PARTNERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

85,561

 

$

67,928

 

Short-term borrowings

 

59,781

 

101,291

 

Collateralized note payable

 

69,000

 

64,000

 

Other current liabilities

 

126,224

 

128,958

 

Total Current Liabilities

 

340,566

 

362,177

 

 

 

 

 

 

 

Long-term debt (a)

 

1,995,795

 

1,941,335

 

Other liabilities

 

31,118

 

31,574

 

Contingencies and commitments

 

 

 

 

 

 

 

 

 

 

 

Partners Deficit:

 

 

 

 

 

Common unitholders (97,152,665 and 98,002,665 units outstanding at July 31, 2017 and July 31, 2016)

 

(701,188

)

(570,754

)

General partner unitholder (989,926 units outstanding at July 31, 2017 and July 31, 2016)

 

(66,991

)

(65,835

)

Accumulated other comprehensive income (loss)

 

14,601

 

(10,468

)

Total Ferrellgas Partners, L.P. Partners’ Deficit

 

(753,578

)

(647,057

)

Noncontrolling Interest

 

(3,932

)

(4,723

)

Total Partners’ Deficit

 

(757,510

)

(651,780

)

Total Liabilities and Partners’ Deficit

 

$

1,609,969

 

$

1,683,306

 

 


(a) The principal difference between the Ferrellgas Partners, L.P. balance sheet and that of Ferrellgas, L.P., is $357 million of 8.625% notes which are liabilities of Ferrellgas Partners, L.P. and not of Ferrellgas, L.P.

 



 

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(in thousands, except per unit data)

(unaudited)

 

 

 

Three months ended

 

Twelve months ended

 

 

 

July 31

 

July 31

 

 

 

2017

 

2016

 

2017

 

2016

 

Revenues:

 

 

 

 

 

 

 

 

 

Propane and other gas liquids sales

 

$

269,201

 

$

241,282

 

$

1,318,412

 

$

1,202,368

 

Midstream operations

 

135,196

 

137,811

 

466,703

 

625,238

 

Other

 

28,979

 

30,418

 

145,162

 

211,761

 

Total revenues

 

433,376

 

409,511

 

1,930,277

 

2,039,367

 

 

 

 

 

 

 

 

 

 

 

Cost of sales:

 

 

 

 

 

 

 

 

 

Propane and other gas liquids sales

 

142,427

 

115,592

 

694,155

 

564,433

 

Midstream operations

 

129,006

 

97,335

 

429,439

 

471,234

 

Other

 

14,054

 

14,812

 

67,267

 

126,237

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

147,889

 

181,772

 

739,416

 

877,463

 

 

 

 

 

 

 

 

 

 

 

Operating expense

 

109,477

 

111,326

 

431,751

 

457,910

 

Depreciation and amortization expense

 

25,805

 

37,815

 

103,351

 

150,513

 

General and administrative expense

 

13,091

 

11,923

 

46,980

 

48,579

 

Equipment lease expense

 

7,089

 

7,279

 

29,124

 

28,833

 

Non-cash employee stock ownership plan compensation charge

 

3,692

 

9,220

 

15,088

 

27,595

 

Non-cash stock-based compensation charge (a)

 

 

2,567

 

3,298

 

9,324

 

Asset impairments

 

 

628,802

 

 

658,118

 

Loss on asset sales and disposal

 

5,596

 

7,615

 

14,457

 

30,835

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

(16,861

)

(634,775

)

95,367

 

(534,244

)

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(40,378

)

(35,048

)

(152,485

)

(137,937

)

Other income (expense), net

 

41

 

199

 

1,474

 

110

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(57,198

)

(669,624

)

(55,644

)

(672,071

)

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

(949

)

(1,482

)

(1,143

)

(36

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

(56,249

)

(668,142

)

(54,501

)

(672,035

)

 

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interest (b)

 

(481

)

(6,708

)

(294

)

(6,620

)

 

 

 

 

 

 

 

 

 

 

Net loss attributable to Ferrellgas Partners, L.P.

 

(55,768

)

(661,434

)

(54,207

)

(665,415

)

 

 

 

 

 

 

 

 

 

 

Less: General partner’s interest in net loss

 

(558

)

(6,614

)

(542

)

(6,654

)

 

 

 

 

 

 

 

 

 

 

Common unitholders’ interest in net loss

 

$

(55,210

)

$

(654,820

)

$

(53,665

)

$

(658,761

)

 

 

 

 

 

 

 

 

 

 

Loss Per Common Unit

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common unitholders’ interest

 

$

(0.57

)

$

(6.68

)

$

(0.55

)

$

(6.68

)

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding - basic

 

97,152.7

 

98,002.7

 

97,229.5

 

98,682.8

 

 



 

Supplemental Data and Reconciliation of Non-GAAP Items:

 

 

 

Three months ended

 

Twelve months ended

 

 

 

July 31

 

July 31

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to Ferrellgas Partners, L.P.

 

$

(55,768

)

$

(661,434

)

$

(54,207

)

$

(665,415

)

Income tax benefit

 

(949

)

(1,482

)

(1,143

)

(36

)

Interest expense

 

40,378

 

35,048

 

152,485

 

137,937

 

Depreciation and amortization expense

 

25,805

 

37,815

 

103,351

 

150,513

 

EBITDA

 

9,466

 

(590,053

)

200,486

 

(377,001

)

Non-cash employee stock ownership plan compensation charge

 

3,692

 

9,220

 

15,088

 

27,595

 

Non-cash stock based compensation charge (a)

 

 

2,567

 

3,298

 

9,324

 

Asset impairments

 

 

628,802

 

 

658,118

 

Loss on asset sales and disposal

 

5,596

 

7,615

 

14,457

 

30,835

 

Other (income) expense, net

 

(41

)

(199

)

(1,474

)

(110

)

Change in fair value of contingent consideration (included in operating expense)

 

 

 

 

(100

)

Severance expense $414 included in operating expense for the twelve months ended period July 31, 2017 and $1,545 included in general and administrative expense for the twelve months ended July 31, 2017. Also includes $128 and $1,329 in operating expense for the three and twelve months ended July 31, 2016 and $124 general and administrative expense for the twelve months ended July 31, 2016.

 

 

128

 

1,959

 

1,453

 

Unrealized (non-cash) losses (gains) on changes in fair value of derivatives $1,751, and $540 included in cost of sales for the three and twelve months ended July 31, 2017, respectively, and $(1,849) and $(448) for the three and twelve months ended July 31, 2016, respectively. Also includes $(759) and $(3,997) included in operating expense for the three and twelve months ended July 31, 2017, respectively, and $(7) and $1,585 for the three and twelve months ended July 31, 2016, respectively.

 

992

 

(1,856

)

(3,457

)

1,137

 

Acquisition and transition expenses (included in general and administrative expense)

 

 

 

 

99

 

Net loss attributable to noncontrolling interest (b)

 

(481

)

(6,708

)

(294

)

(6,620

)

Adjusted EBITDA (c)

 

19,224

 

49,516

 

230,063

 

344,730

 

Net cash interest expense (d)

 

(38,118

)

(33,604

)

(143,588

)

(132,860

)

Maintenance capital expenditures (e)

 

(6,417

)

(3,549

)

(16,935

)

(17,137

)

Cash paid for taxes

 

(282

)

(345

)

(310

)

(777

)

Proceeds from asset sales

 

3,789

 

51

 

7,952

 

6,023

 

Distributable cash flow attributable to equity investors (f)

 

(21,804

)

12,069

 

77,182

 

199,979

 

Distributable cash flow attributable to general partner and non-controlling interest

 

(436

)

241

 

1,544

 

4,000

 

Distributable cash flow attributable to common unitholders (g)

 

(21,368

)

11,828

 

75,638

 

195,979

 

Less: Distributions paid to common unitholders

 

9,715

 

50,226

 

78,936

 

202,119

 

Distributable cash flow shortage

 

$

(31,083

)

$

(38,398

)

$

(3,298

)

$

(6,140

)

 

 

 

 

 

 

 

 

 

 

Propane gallons sales

 

 

 

 

 

 

 

 

 

Retail - Sales to End Users

 

91,778

 

87,625

 

564,872

 

552,771

 

Wholesale - Sales to Resellers

 

56,218

 

56,129

 

226,251

 

226,121

 

Total propane gallons sales

 

147,996

 

143,754

 

791,123

 

778,892

 

 

 

 

 

 

 

 

 

 

 

Midstream operations barrels

 

 

 

 

 

 

 

 

 

Crude oil hauled

 

12,700

 

14,587

 

49,249

 

79,411

 

Crude oil sold

 

2,242

 

1,891

 

7,470

 

6,860

 

 


(a)  Non-cash stock-based compensation charges consist of the following:

 

 

 

Three months ended

 

Twelve months ended

 

 

 

July 31

 

July 31

 

 

 

2017

 

2016

 

2017

 

2016

 

Operating expense

 

$

 

$

385

 

$

661

 

$

1,268

 

General and administrative expense

 

 

2,182

 

2,637

 

8,056

 

Total

 

$

 

$

2,567

 

$

3,298

 

$

9,324

 

 

(b)  Amounts allocated to the general partner for its 1.0101% interest in the operating partnership, Ferrellgas, L.P.

(c)  Adjusted EBITDA is calculated as net loss attributable to Ferrellgas Partners, L.P., less the sum of the following: income tax benefit, interest expense, depreciation and amortization expense, non-cash employee stock ownership plan compensation charge, non-cash stock-based compensation charge, asset impairments, loss on asset sales and disposal, other (income) expense, net, change in fair value of contingent consideration, severance expense, unrealized (non-cash) losses (gains) on changes in fair value of derivatives, acquisition and transition expenses and net loss attributable to noncontrolling interest.  Management believes the presentation of this measure is relevant and useful, because it allows investors to view the partnership’s performance in a manner similar to the method management uses, adjusted for items management believes makes it easier to compare its results with other companies that have different financing and capital structures. This method of calculating Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.

(d)  Net cash interest expense is the sum of interest expense less non-cash interest expense and other expense, net. This amount includes interest expense related to the accounts receivable securitization facility.

(e)  Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment.

(f)   Distributable cash flow attributable to equity investors is calculated as Adjusted EBITDA minus net cash interest, maintenance capital expenditures, cash paid for taxes, and proceeds from asset sales. Management considers distributable cash flow attributable to equity investors a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to equity investors. Distributable cash flow attributable to equity investors, as management defines it, may not be comparable to distributable cash flow attributable to equity investors or similarly titled measurements used by other corporations and partnerships. Items added into our calculation of distributable cash flow attributable to equity investors that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to equity investors may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.

(g)  Distributable cash flow attributable to common unitholders is calculated as Distributable cash flow attributable to equity investors minus distributable cash flow attributable to general partner and noncontrolling interests. Management considers distributable cash flow attributable to common unitholders a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to common unitholders. Distributable cash flow attributable to common unitholders, as management defines it, may not be comparable to distributable cash flow attributable to common unitholders or similarly titled measurements used by other corporations and partnerships. Items added to our calculation of distributable cash flow attributable to common unit holders that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to common unitholders may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP .

 


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