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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): October 15, 2021

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

Not Applicable

Former name or former address, if changed since last report

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

Delaware

333-06693-02

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:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  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).

Ferrellgas Partners, L.P.

Emerging growth company

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. ☐

Ferrellgas Partners Finance Corp.

Emerging growth company

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. ☐

Ferrellgas, L.P.

Emerging growth company

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. ☐

Ferrellgas Finance Corp.

Emerging growth company

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

N/A

N/A

N/A

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 October 15, 2021, Ferrellgas Partners, L.P. (OTC Pink: “FGPR”) (“Ferrellgas”) issued a press release regarding its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2021. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On Wednesday October 22, 2021, James E. Ferrell, Chief Executive Officer and President, Tamria Zertuche, Chief Operating Officer, and Dhiraj Cherian, Chief Financial Officer and Treasurer, will conduct a live teleconference on the Internet at https://edge.media-server.com/mmc/p/mqbzp2wt to discuss the results of operations for the fiscal year ended July 31, 2021. The live webcast of the teleconference will begin at 10:00 a.m. Central Time (11:00 a.m. Eastern Time). Questions may be submitted via the investor relations e-mail box at InvestorRelations@ferrellgas.com.

Item 9.01             Financial Statements and Exhibits

Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated October 15, 2021, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2021.

 

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.

Exhibit No.

    

Description

99.1

Press release of Ferrellgas Partners, L.P. dated October 15, 2021, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2021.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FERRELLGAS PARTNERS, L.P.

By:

Ferrellgas, Inc., its general partner

Date: October 15, 2021

By:

/s/ Dhiraj Cherian

Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)

FERRELLGAS PARTNERS FINANCE CORP.

Date: October 15, 2021

By:

/s/ Dhiraj Cherian

Chief Financial Officer and Sole Director

FERRELLGAS, L.P.

By:

Ferrellgas, Inc., its general partner

Date: October 15, 2021

By:

/s/ Dhiraj Cherian

Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)

FERRELLGAS FINANCE CORP.

Date: October 15, 2021

By:

/s/ Dhiraj Cherian

Chief Financial Officer and Sole Director

Exhibits 99.1

FERRELLGAS PARTNERS, L.P. REPORTS FULL FISCAL YEAR AND FOURTH QUARTER 2021 RESULTS

Financial Highlights
Gross Profit for the year increased by $47.9 million as compared to the prior year.
Gross Profit increased by $3.9 million in the fourth fiscal quarter compared to the prior year fourth fiscal quarter. Approximately 5.5 million more gallons were sold in the fourth fiscal quarter than in the prior year fourth fiscal quarter.
Operating Income for the year increased by $67.6 million or 45% as compared to prior year.
Operating Income for the fourth fiscal quarter increased by 104%.
Company Highlights
Ferrellgas Corporate Internship Experience, a program offered to current undergraduates in the areas of Supply Chain, Finance, Marketing, and Technology, successfully fostered 5 interns through the 12-week program.
The Ferrellgas Management Development Program, a diverse leadership, management and mentorship program, welcomed 22 new operations management candidates to its program from across the country.
Home Delivery for Tank Exchange is now found in 12 markets across the United States.
Ferrellgas continues its partnership with Operation BBQ Relief to provide relief to disaster areas in the United States.
Ferrellgas welcomes its newest acquisition, Proflame, to the Ferrellgas Family.

Overland Park, KS., October 15, 2021 (GLOBE NEWSWIRE) – Ferrellgas Partners, L.P. (OTC: FGPR) (“Ferrellgas” or the “Company”) today reported financial results for its fiscal year (“fiscal 2021”) and fourth fiscal quarter ended July 31, 2021.

"At Ferrellgas, our employees are at the center of our growth strategy.  We invest in our employees and in turn they have delivered a strong financial performance.  Technology, which allows us to be easy to do business with, is the perfect complement to our dedicated, customer service focused employees”, said James E. Ferrell, Chief Executive Officer and President.  “We are very proud of our people and of the consistent results they produced all throughout the year.”

The Company’s strong performance continued during the fourth quarter of fiscal 2021, leading to a $67.6 million increase in operating income for the fiscal year. Also contributing to a strong performance are marketing initiatives, consumer centric buying programs, and improved use of consumer analytics. Additionally, the reseller segment grew 12% in fiscal 2021. Performance was also aided by growth of Blue Rhino tank exchange sales, which grew due to further market share penetration and consistent growth in backyard and outdoor appliance usage.

Overall gallon performance contributed to an increase in gross margin of $47.9 million, or 6% higher than prior year. Highlighting the Company’s delivery efficiency strategies, operating expenses decreased a nominal 5.5% while decreasing by 4.1% per unit. The Company demonstrated continued operational excellence on its strategic initiative of delivering gallons more efficiently, which led to significant containment of operating expenses during the quarter. These tighter controls by management demonstrated less fleet needed to deliver those gallons, fewer miles driven to deliver more gallons, and less fuel consumed by trucks. Also contributing to expense management was a 36% increase in gallons per stop, as measured in fiscal 2021.

1


The fourth fiscal quarter continues to demonstrate Ferrellgas’ strength as a technology enabled, logistics company providing a clean fuel to a tenured customer base. Following the debt restructuring, the Company’s performance was aided by a favorable credit position with suppliers. A sustained emphasis on leadership development, excellence in operational expense management, and implementation of logistics fundamentals continue to increase efficiency and profitability. Strong execution by safety-focused and dedicated delivery professionals, recognized as essential workers, is driving high performance throughout the Company.

For the fourth fiscal quarter, the Company reported net loss attributable to Ferrellgas Partners, L.P. of $18.8 million, or $7.13 per Class A Unit, compared to prior year period net loss of $70.0 million, or $14.26 per Class A Unit. Adjusted EBITDA, a non-GAAP measure, decreased by $2.6 million to $24.1 million in the fourth fiscal quarter compared to $26.7 million in the prior year quarter. However, Adjusted EBITDA increased by $52.6 million to $318.1 million in fiscal 2021 compared to $265.5 million in the prior year.

“Our performance is made possible through our focus on performance and dependability,” Ferrell added. “Performance is further strengthened by the incredibly dedicated employees of Ferrellgas, in particular the over 2,300 delivery professionals and their unwavering commitment to our customers and company. Our valuable employees, across our corporate operations and the field, continue to generate strong results while managing the balance of growth and expense management. I could not be more proud of our people and what they accomplished this year.”

As previously announced,  Ferrellgas Partners, L.P. and Ferrellgas Partners Finance Corp., entities with no operations or employees, emerged from bankruptcy on March 30, 2021 and we completed our financial restructuring, greatly improving the health of our balance sheet and paving the way for future prosperity.  Also as previously announced, on October 8, 2021, we paid a $49.9 million distribution to holders of record of the Class B Units as of September 24, 2021 – an activity made possible by the continued strong performance of the Company.

On Wednesday October 22, 2021, James E. Ferrell, Chief Executive Officer and President, Tamria Zertuche, Chief Operating Officer, and Dhiraj Cherian, Chief Financial Officer and Treasurer, will conduct a live teleconference on the Internet at https://edge.media-server.com/mmc/p/mqbzp2wt to discuss the results of operations for the fiscal year ended July 31, 2021. The live webcast of the teleconference will begin at 10:00 a.m. Central Time (11:00 a.m. Eastern Time). Questions may be submitted via the investor relations e-mail box at InvestorRelations@ferrellgas.com.

2


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 1.1 million Class A 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 October 15, 2021. 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, 2021, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.

Contacts

Investor Relations – InvestorRelations@ferrellgas.com

3


FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

ASSETS

    

July 31, 2021

July 31, 2020

Current Assets:

Cash and cash equivalents (including $11,500 and $95,759 of restricted cash at July 31, 2021 and July 31, 2020, respectively)

$

281,952

$

333,761

Accounts and notes receivable, net (including $103,703 of accounts receivable pledged as collateral at July 31, 2020)

131,574

101,438

Inventories

88,379

72,664

Price risk management asset

78,001

2,846

Prepaid expenses and other current assets

39,092

33,098

Total Current Assets

618,998

543,807

Property, plant and equipment, net

582,118

591,042

Goodwill, net

246,946

247,195

Intangible assets (net of accumulated amortization of $432,032 and $423,290 at July 31, 2021 and July 31, 2020, respectively)

100,743

104,049

Operating lease right-of-use asset

87,611

107,349

Other assets, net

93,228

74,748

Total Assets

$

1,729,644

$

1,668,190

LIABILITIES, MEZZANINE AND EQUITY

Current Liabilities:

Accounts payable

$

47,913

$

33,944

Current portion of long-term debt

1,670

859,095

Current operating lease liabilities

25,363

29,345

Other current liabilities

246,000

167,466

Total Current Liabilities

320,946

1,089,850

Long-term debt

1,444,890

1,646,396

Operating lease liabilities

74,349

89,022

Other liabilities

61,189

51,190

Contingencies and commitments

Mezzanine Equity:

Senior preferred units, net of issue discount and other offering costs (700,000 units outstanding at July 31, 2021)

651,349

Equity:

Limited partner Unitholders

Class A (4,857,605 Units outstanding at July 31, 2021 and July 31, 2020)

(1,214,813)

(1,126,452)

Class B (1,300,000 Units outstanding at July 31, 2021)

383,012

General partner Unitholder (49,496 Units outstanding at July 31, 2021 and July 31, 2020)

(72,178)

(71,287)

Accumulated other comprehensive income (loss)

88,866

(2,303)

Total Ferrellgas Partners, L.P. Equity

(815,113)

(1,200,042)

Noncontrolling interest

(7,966)

(8,226)

Total Equity

(823,079)

(1,208,268)

Total Liabilities, Mezzanine and Equity

$

1,729,644

$

1,668,190

4


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

  

2021

  

2020

  

2021

  

2020

Revenues:

Propane and other gas liquids sales

$

317,333

$

265,414

$

1,668,852

$

1,415,791

Other

17,793

16,235

85,458

82,035

Total revenues

335,126

281,649

1,754,310

1,497,826

Cost of sales:

Propane and other gas liquids sales

175,146

124,917

881,936

673,053

Other

2,572

3,229

12,728

13,003

Gross profit

157,408

153,503

859,646

811,770

Operating expense - personnel, vehicle, plant & other

116,918

128,721

465,816

493,055

Operating expense - equipment lease expense

6,600

8,293

27,062

33,017

Depreciation and amortization expense

21,462

21,101

85,382

80,481

General and administrative expense

11,305

9,305

60,065

45,752

Non-cash employee stock ownership plan compensation charge

934

689

3,215

2,871

Loss on asset sales and disposals

(407)

1,682

1,831

7,924

Operating income

596

(16,288)

216,275

148,670

Interest expense

(24,606)

(54,014)

(173,616)

(192,962)

Gain (loss) on extinguishment of debt

5,088

(104,834)

(37,399)

Other income (expense), net

77

(246)

4,246

(460)

Reorganization items, net

(236)

(10,443)

Loss before income tax expense

(19,081)

(70,548)

(68,372)

(82,151)

Income tax expense

135

57

741

851

Net loss

(19,216)

(70,605)

(69,113)

(83,002)

Net loss attributable to noncontrolling interest (a)

(394)

(636)

(702)

(503)

Net loss attributable to Ferrellgas Partners, L.P.

(18,822)

(69,969)

(68,411)

(82,499)

Distribution to preferred unitholders

16,013

24,024

Less: General partner's interest in net loss

(108)

(700)

(684)

(825)

Class A Unitholders' interest in net loss

$

(34,727)

$

(69,269)

$

(91,751)

$

(81,674)

Loss Per Class A Unit

Basic and diluted net loss per Class A Unit

$

(7.15)

$

(14.26)

$

(18.89)

$

(16.81)

Weighted average Class A Units outstanding - basic

4,858

4,858

4,858

4,858

5


Supplemental Data and Reconciliation of Non-GAAP Items:

Three months ended

Twelve months ended

July 31

July 31

  

2021

  

2020

  

2021

  

2020

Net loss attributable to Ferrellgas Partners, L.P.

$

(18,822)

$

(69,969)

$

(68,411)

$

(82,499)

Income tax expense

135

57

741

851

Interest expense

24,606

54,014

173,616

192,962

Depreciation and amortization expense

21,462

21,101

85,382

80,481

EBITDA

27,381

5,203

191,328

191,795

Non-cash employee stock ownership plan compensation charge

934

689

3,215

2,871

Loss on asset sales and disposal

(407)

1,682

1,831

7,924

Loss on extinguishment of debt

(5,088)

104,834

37,399

Other (income) expense, net

(77)

246

(4,246)

460

Reorganization expense - professional fees

236

10,443

Severance expense includes $0 and $927 in operating expense for the three and twelve months ended July 31, 2021. Also includes $0 and $834 in general and administrative expense for the three and twelve months ended July 31, 2021.

740

1,761

740

Legal fees and settlements related to non-core businesses

1,557

1,421

10,129

7,308

Provision for doubtful accounts related to non-core businesses

17,325

(500)

17,325

Lease accounting standard adjustment and other

27

161

Net loss attributable to noncontrolling interest (a)

(394)

(636)

(702)

(503)

Adjusted EBITDA (b)

24,142

26,697

318,093

265,480

Net cash interest expense (c)

(22,437)

(52,905)

(160,153)

(182,246)

Maintenance capital expenditures (d)

(11,651)

(4,540)

(26,168)

(23,240)

Cash paid for income taxes

(268)

(239)

(706)

(289)

Proceeds from certain asset sales

881

1,487

4,588

3,997

Distributable cash flow attributable to equity investors (e)

(9,333)

(29,500)

135,654

63,702

Less: Distributions accrued or paid to preferred unitholders

16,013

24,024

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

(2,420)

(590)

(480)

(1,274)

Distributable cash flow attributable to Class A and B Unitholders (f)

(22,926)

(28,910)

111,150

62,428

Less: Distributions paid to Class A and B Unitholders

Distributable cash flow excess (g)

$

(22,926)

$

(28,910)

$

111,150

$

62,428

Propane gallons sales

Retail - Sales to End Users

95,933

85,677

632,057

638,017

Wholesale - Sales to Resellers

51,055

55,834

228,025

235,529

Total propane gallons sales

146,988

141,511

860,082

873,546

(a)Amounts allocated to the general partner for its 1.0101% interest (excluding the economic interest attributable to the preferred unitholders) in the operating partnership, Ferrellgas, L.P.
(b)Adjusted EBITDA is calculated as net loss attributable to Ferrellgas Partners, L.P., plus the sum of the following: income tax expense, interest expense, depreciation and amortization expense, non-cash employee stock ownership plan compensation charge, loss on asset sales and disposals, loss on extinguishment of debt, other (income) expense, net, reorganization expense – professional fees, severance expense, legal fees and settlements related to non-core businesses, provision for doubtful accounts related to non-core businesses, lease accounting standard adjustment and other 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 make 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.

(c)Net cash interest expense is the sum of interest expense less non-cash interest expense and other income (expense), net. This amount includes interest expense related to the terminated accounts receivable securitization facility.
(d)Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment.
(e)Distributable cash flow attributable to equity investors is calculated as Adjusted EBITDA minus net cash interest expense, maintenance capital expenditures and cash paid for income 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, including holders of the operating partnership’s Preferred Units. 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 companies. 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.
(f)Distributable cash flow attributable to Class A and B Unitholders is calculated as Distributable cash flow attributable to equity investors minus distributions accrued or paid on the Preferred Units and distributable cash flow attributable to general partner and noncontrolling interest. Management considers distributable cash flow attributable to Class A and B Unitholders a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to Class A and B Unitholders. Distributable cash flow attributable to Class A and B Unitholders, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added to our calculation of distributable cash flow attributable to Class A and B Unitholders that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to Class A and B Unitholders should be viewed in conjunction with measurements that are computed in accordance with GAAP.

6


(g)Distributable cash flow excess is calculated as Distributable cash flow attributable to Class A and B Unitholders minus Distributions paid to Class A and B Unitholders. Distributable cash flow excess, if any, is retained to establish reserves, to reduce debt, to fund capital expenditures and for other partnership purposes, and any shortage is funded from previously established reserves, cash on hand or borrowings under our Credit Facility or, previously, under our terminated accounts receivable securitization facility. Management considers Distributable cash flow excess a meaningful measure of the partnership’s ability to effectuate those purposes. Distributable cash flow excess, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of distributable cash flow excess that will not occur on a continuing basis may have associated cash payments. Distributable cash flow excess should be viewed in conjunction with measurements that are computed in accordance with GAAP.

7