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): March 8, 2019

 

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 March 8, 2019, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the second fiscal quarter ended January 31, 2019. 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 March 8, 2019, reporting its financial results for the second fiscal quarter ended January 31, 2019.

 

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 March 8, 2019, reporting its financial results for the second fiscal quarter ended January 31, 2019.

 

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: March 8, 2019

By

/s/ William E. Ruisinger

 

 

Interim Chief Financial Officer

 

 

 

 

 

FERRELLGAS PARTNERS FINANCE CORP.

 

 

 

Date: March 8, 2019

By

/s/ William E. Ruisinger

 

 

Interim Chief Financial Officer and Sole Director

 

 

 

 

 

FERRELLGAS, L.P.

 

By Ferrellgas, Inc. (General Partner)

 

 

 

Date: March 8, 2019

By

/s/ William E. Ruisinger

 

 

Interim Chief Financial Officer

 

 

 

 

 

FERRELLGAS FINANCE CORP.

 

 

 

Date: March 8, 2019

By

/s/ William E. Ruisinger

 

 

Interim Chief Financial Officer and Sole Director

 

4


Exhibit 99.1

 

NOT FOR IMMEDIATE RELEASE

 

Ferrellgas Partners, L.P. Reports Fiscal Second Quarter 2019 Results

 

·                  Total Retail propane sales volume for the quarter increased approximately 2 percent leading to a 4 percent increase in gross margin dollars over the prior year on weather that was 0.7 percent colder than the prior year

·                  Retail customer growth of approximately 25,000, or 4 percent over prior year

·                  Tank Exchange sale locations now exceed 53,700, up 10 percent compared to prior year.

·                  5 accretive acquisitions of Blue Rhino independent distributors completed this fiscal year.

 

LIBERTY, Mo., March 8, 2019 (GLOBE NEWSWIRE) — Ferrellgas Partners, L.P. (NYSE:FGP) (“Ferrellgas” or the “Company”) today reported financial results for its fiscal second quarter ended January 31, 2019.

 

For the quarter, the Company reported a net earnings attributable to Ferrellgas Partners, L.P. of $43.3 million, or $.44 per common unit, compared to prior year period net loss of $1.8 million, or $(.02) per common unit.

 

Adjusted EBITDA, a non-GAAP measure, was $119.7 million compared to $120.6 million in the prior year. The following table represents the contribution to adjusted EBITDA from ongoing propane operations as well as from assets that were sold during 2018.

 

(in millions)

 

Q2 2019

 

Q2 2018

 

Propane Operations and Corporate Support

 

$

119.7

 

$

116.7

 

Results from Assets Sold in 2018

 

 

 

3.9

 

Consolidated Adjusted EBITDA

 

$

119.7

 

$

120.6

 

 

On a trailing twelve month basis, adjusted EBITDA from ongoing propane operations and corporate support as of January 31, 2019 is $229.5 million compared to $226.5 million as of October 31, 2018.

 

The Company’s propane operations reported that total gallons sold of 309.7 million were consistent with the prior year. Margins were 3.1¢, or 4.2 percent higher than the prior year despite increased competitive pressure in the tank exchange business. The Company continues its aggressive approach to gaining market share.  This strategic focus resulted in approximately 25,000 new customers, or approximately 4 percent more than prior year. Additionally, the Company’s current Blue Rhino tank exchange sales locations have increased over 10 percent from prior year to over 53,700 locations. Overall, the increase in sales volume growth and margins per gallon resulted in an increase in gross

 


 

margin dollars of $9.3 million.  The Company’s ongoing commitment to investing in the business led to higher operating expenses during the quarter which were largely associated with serving over 25,000 new customers, 5,000 new tank exchange locations and additional non-transport gallons sold. As a result of this investment and the growth in sales volumes, operating, general and administrative expenses in our Propane segment were $5.6 million higher than the prior year.

 

Liquidity of $236.8 million at January 31, 2019 resulted from $196.2 million of available borrowing capacity on the Company’s secured credit facility and $40.6 million of cash.

 

“We continue to pursue our strategy to invest in the growth of the business and are achieving success faster than anticipated,” said James E. Ferrell, Interim Chief Executive Officer and President of Ferrellgas.  “We are committed to growing market share organically and through acquisitions.  We continue the successful integration of Blue Rhino independent distributors as we capture more EBITDA from this business.  We continue to invest in our best-in-class fleet.  Additionally, continued favorable weather led to extremely strong performance in February that we expect to continue through the midpoint of our third quarter.”

 

As previously announced, the Company indefinitely suspended its quarterly cash distribution as a result of not meeting the required fixed charge coverage ratio contained in the senior unsecured notes due 2020.

 

In addition to solidifying the Company’s liquidity with the fourth quarter 2018 closing of the $575 million secured credit facility and extension of its accounts receivable securitization facility and cash from 2018 announced asset sales, the Company continues to make progress in evaluating options to address its leverage.

 

“Our Company is focused on growth and operational excellence,” said Ferrell.  “We have the liquidity to be flexible and continue this focused effort and I expect to resolve our leverage situation to the benefit of our Company for continued success.”

 

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. 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

 


 

27, 2018. 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. 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 include those 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, 2018, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.

 

Contacts

 

William Ruisinger, Interim Chief Financial Officer — billruisinger@ferrellgas.com 816-792-7914

 


 

FERRELLGAS PARTNERS, L.P.  AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

 

 

 

January 31, 2019

 

July 31, 2018

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

40,647

 

$

119,311

 

Accounts and notes receivable, net (including $201,717 and $120,079 of accounts receivable pledged as collateral at January 31, 2019 and July 31, 2018, respectively)

 

203,164

 

126,054

 

Inventories

 

89,784

 

83,694

 

Prepaid expenses and other current assets

 

36,616

 

34,862

 

Total Current Assets

 

370,211

 

363,921

 

 

 

 

 

 

 

Property, plant and equipment, net

 

584,334

 

557,723

 

Goodwill, net

 

247,478

 

246,098

 

Intangible assets, net

 

113,558

 

120,951

 

Other assets, net

 

72,539

 

74,588

 

Total Assets

 

$

1,388,120

 

$

1,363,281

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

63,639

 

$

46,820

 

Short-term borrowings

 

 

32,800

 

Collateralized note payable

 

140,000

 

58,000

 

Other current liabilities

 

147,253

 

142,025

 

Total Current Liabilities

 

350,892

 

279,645

 

 

 

 

 

 

 

Long-term debt (a)

 

2,083,031

 

2,078,637

 

Other liabilities

 

37,547

 

39,476

 

Contingencies and commitments

 

 

 

 

 

 

 

 

 

 

 

Partners Deficit:

 

 

 

 

 

Common unitholders (97,152,665 units outstanding at January 31, 2019 and July 31, 2018)

 

(997,154

)

(978,503

)

General partner unitholder (989,926 units outstanding at January 31, 2019 and July 31, 2018)

 

(69,981

)

(69,792

)

Accumulated other comprehensive income (loss)

 

(9,049

)

20,510

 

Total Ferrellgas Partners, L.P. Partners’ Deficit

 

(1,076,184

)

(1,027,785

)

Noncontrolling interest

 

(7,166

)

(6,692

)

Total Partners’ Deficit

 

(1,083,350

)

(1,034,477

)

Total Liabilities and Partners’ Deficit

 

$

1,388,120

 

$

1,363,281

 

 


(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

 

Six months ended

 

Twelve months ended

 

 

 

January 31

 

January 31

 

January 31

 

 

 

2019

 

2018

 

2019

 

2018

 

2019

 

2018

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Propane and other gas liquids sales

 

$

550,112

 

$

592,239

 

$

885,078

 

$

894,997

 

$

1,633,057

 

$

1,533,635

 

Midstream operations

 

 

117,276

 

 

238,036

 

44,283

 

499,908

 

Other

 

23,265

 

45,641

 

40,608

 

76,778

 

111,677

 

147,753

 

Total revenues

 

573,377

 

755,156

 

925,686

 

1,209,811

 

1,789,017

 

2,181,296

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Propane and other gas liquids sales

 

311,531

 

362,918

 

515,667

 

542,433

 

946,648

 

882,347

 

Midstream operations

 

 

107,067

 

 

215,192

 

40,367

 

462,965

 

Other

 

3,422

 

20,787

 

6,469

 

34,489

 

40,634

 

69,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

258,424

 

264,384

 

403,550

 

417,697

 

761,368

 

766,631

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense

 

121,219

 

123,716

 

231,550

 

234,178

 

469,120

 

448,428

 

Depreciation and amortization expense

 

19,605

 

25,485

 

38,597

 

51,217

 

89,175

 

102,759

 

General and administrative expense

 

16,342

 

14,891

 

30,521

 

28,055

 

56,867

 

51,124

 

Equipment lease expense

 

8,415

 

6,954

 

16,278

 

13,695

 

30,855

 

28,054

 

Non-cash employee stock ownership plan compensation charge

 

1,944

 

4,031

 

4,692

 

7,993

 

10,558

 

16,382

 

Asset impairments

 

 

10,005

 

 

10,005

 

 

10,005

 

Loss on asset sales and disposals

 

2,216

 

39,249

 

6,720

 

40,144

 

153,975

 

48,133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

88,683

 

40,053

 

75,192

 

32,410

 

(49,182

)

61,746

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(44,891

)

(42,673

)

(88,769

)

(83,480

)

(173,756

)

(163,718

)

Other income, net

 

86

 

684

 

105

 

1,195

 

(162

)

1,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before income tax benefit

 

43,878

 

(1,936

)

(13,472

)

(49,875

)

(223,100

)

(100,574

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

3

 

(162

)

161

 

215

 

(2,732

)

(926

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

43,875

 

(1,774

)

(13,633

)

(50,090

)

(220,368

)

(99,648

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to noncontrolling interest (b)

 

531

 

69

 

38

 

(332

)

(1,874

)

(658

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to Ferrellgas Partners, L.P.

 

43,344

 

(1,843

)

(13,671

)

(49,758

)

(218,494

)

(98,990

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: General partner’s interest in net earnings (loss)

 

433

 

(19

)

(137

)

(498

)

(2,185

)

(990

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common unitholders’ interest in net earnings (loss)

 

$

42,911

 

$

(1,824

)

$

(13,534

)

$

(49,260

)

$

(216,309

)

$

(98,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) Per Common Unit

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net earnings (loss) per common unitholders’ interest

 

$

0.44

 

$

(0.02

)

$

(0.14

)

$

(0.51

)

$

(2.23

)

$

(1.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding - basic

 

97,152.7

 

97,152.7

 

97,152.7

 

97,152.7

 

97,152.7

 

97,152.7

 

 


 

Supplemental Data and Reconciliation of Non-GAAP Items:

 

 

 

Three months ended

 

Six months ended

 

Twelve months ended

 

 

 

January 31

 

January 31

 

January 31

 

 

 

2019

 

2018

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) attributable to Ferrellgas Partners, L.P.

 

$

43,344

 

$

(1,843

)

$

(13,671

)

$

(49,758

)

$

(218,494

)

$

(98,990

)

Income tax expense (benefit)

 

3

 

(162

)

161

 

215

 

(2,732

)

(926

)

Interest expense

 

44,891

 

42,673

 

88,769

 

83,480

 

173,756

 

163,718

 

Depreciation and amortization expense

 

19,605

 

25,485

 

38,597

 

51,217

 

89,175

 

102,759

 

EBITDA

 

107,843

 

66,153

 

113,856

 

85,154

 

41,705

 

166,561

 

Non-cash employee stock ownership plan compensation charge

 

1,944

 

4,031

 

4,692

 

7,993

 

10,558

 

16,382

 

Asset impairments

 

 

10,005

 

 

10,005

 

 

10,005

 

Loss on asset sales and disposal

 

2,216

 

39,249

 

6,720

 

40,144

 

153,975

 

48,133

 

Other income, net

 

(86

)

(684

)

(105

)

(1,195

)

162

 

(1,398

)

Severance costs $690 included in operating costs for the three, six and twelve months ended period January 31, 2019 and $910 included in general and administrative costs for the three, six and twelve months ended January 31, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

Also includes $358 in operating costs for the six and twelve months ended period January 31, 2018 and $1,305 included in general and administrative costs for the six and twelve months ended January 31, 2018.

 

1,600

 

 

1,600

 

1,663

 

1,600

 

1,663

 

Legal fees and settlements

 

5,608

 

2,118

 

9,172

 

2,118

 

13,119

 

2,118

 

Multi-employer pension plan withdrawal settlement

 

 

 

1,524

 

 

1,524

 

 

Exit costs associated with contracts - Midstream dispositions

 

 

 

 

 

11,804

 

 

Unrealized (non-cash) losses (gains) on changes in fair value of derivatives $(986) included in operating expense for the twelve months ended January 31, 2018. Also includes $(314), $1,293 and $1,037 included in midstream operations cost of sales for the three, six and twelve months ended January 31, 2018, respectively.

 

 

(314

)

 

1,293

 

 

51

 

Net earnings (loss) attributable to noncontrolling interest (b)

 

531

 

69

 

38

 

(332

)

(1,874

)

(658

)

Adjusted EBITDA (c)

 

119,656

 

120,627

 

137,497

 

146,843

 

232,573

 

242,857

 

Net cash interest expense (d)

 

(41,679

)

(39,734

)

(82,578

)

(77,791

)

(165,679

)

(153,049

)

Maintenance capital expenditures (e)

 

(26,147

)

(4,640

)

(31,532

)

(13,344

)

(45,805

)

(23,203

)

Cash refund from (paid for) taxes

 

4

 

(6

)

2

 

(12

)

305

 

(296

)

Proceeds from certain asset sales

 

899

 

2,999

 

1,960

 

4,207

 

6,956

 

8,126

 

Distributable cash flow attributable to equity investors (f)

 

52,733

 

79,246

 

25,349

 

59,903

 

28,350

 

74,435

 

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

 

1,055

 

1,585

 

507

 

1,198

 

567

 

1,489

 

Distributable cash flow attributable to common unitholders (g)

 

51,678

 

77,661

 

24,842

 

58,705

 

27,783

 

72,946

 

Less: Distributions paid to common unitholders

 

 

9,716

 

9,715

 

19,431

 

29,145

 

38,861

 

Distributable cash flow excess/(shortage)

 

$

51,678

 

$

67,945

 

$

15,127

 

$

39,274

 

$

(1,362

)

$

34,085

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Propane gallons sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail - Sales to End Users

 

239,044

 

235,071

 

368,711

 

354,365

 

651,314

 

606,469

 

Wholesale - Sales to Resellers

 

70,655

 

74,942

 

119,615

 

128,371

 

231,454

 

236,480

 

Total propane gallons sales

 

309,699

 

310,013

 

488,326

 

482,736

 

882,768

 

842,949

 

 


(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 earnings (loss) attributable to Ferrellgas Partners, L.P., less the sum of the following: income tax expense (benefit), interest expense, depreciation and amortization expense, non-cash employee stock ownership plan compensation charge, asset impairments, loss on asset sales and disposal, other income, net, severance expense, legal fees and settlements, multi-employer pension plan withdrawal settlement, exit costs associated with contracts - Midstream dispositions, unrealized (non-cash) loss (gain) on changes in fair value of derivatives, and net earnings (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 expense, maintenance capital expenditures and cash paid for taxes plus proceeds from certain 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 interest. 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 .