UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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:
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:
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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 10, 2023, Ferrellgas Partners, L.P. (OTC Pink: “FGPR”) (“Ferrellgas”) issued a press release regarding its financial results for the second fiscal quarter ended January 31, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On Friday, March 10, 2023, the Company will conduct a teleconference on the Internet at https://edge.media-server.com/mmc/p/38jfbo7w to discuss the results of operations for the second fiscal quarter ended January 31, 2023. The webcast of the teleconference will begin at 8:30 a.m. Central Time (9:30 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 March 10, 2023, reporting its financial results for the second fiscal quarter ended January 31, 2023.
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 | ||
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: March 10, 2023 | By: | /s/ Michael E. Cole |
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
FERRELLGAS PARTNERS FINANCE CORP. | ||
Date: March 10, 2023 | By: | /s/ Michael E. Cole |
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
FERRELLGAS, L.P. | ||
By: | Ferrellgas, Inc., its general partner | |
Date: March 10, 2023 | By: | /s/ Michael E. Cole |
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
FERRELLGAS FINANCE CORP. | ||
Date: March 10, 2023 | By: | /s/ Michael E. Cole |
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
Exhibit 99.1
FERRELLGAS PARTNERS, L.P. REPORTS
SECOND QUARTER FISCAL 2023 RESULTS
| • | Financial Highlights |
| • | Revenues for the second fiscal quarter were flat with a slight decrease of $1.0 million compared to the prior year period. |
| • | Gross Profit for the second fiscal quarter increased $34.0 million, or 11%, compared to the prior year period. |
| • | Margin per gallon for the second fiscal quarter increased $0.13, or 12%, compared to the prior year period. |
| • | Net earnings attributable to Ferrellgas Partners, L.P. decreased $10.3 million, or 10%, compared to the prior year period. |
| • | Adjusted EBITDA increased by $4.5 million, or 3%, compared to the prior year period. |
| • | Company Highlights |
| • | Ferrellgas welcomed Rez-Bear Propane, located in Harris, New York, as its newest acquisition to the Ferrellgas Family during the second fiscal quarter. |
| • | Blue Rhino became the official propane sponsor of the Steak Cookoff Association for 2023. |
| • | In the second fiscal quarter, 113 employees received Ferrellgas Flame Awards for exemplary performance in the areas of Safety, Customer Service, Innovation, and Leadership. |
Liberty, MO., March 10, 2023 (GLOBE NEWSWIRE) – Ferrellgas Partners, L.P. (OTC: FGPR) (“Ferrellgas” or the “Company”) today reported financial results for its second fiscal quarter ended January 31, 2023.
“The people of Ferrellgas work together each day to build on more than 80-year-old history of innovation to grow via one of the best logistics infrastructures in the business,” said James E. Ferrell, Chief Executive Officer and President. “There is nothing better than the footsteps of an owner to grow a business, and our almost 4,500 employee-owners are unmatched at finding opportunities to grow demand for clean, portable, and affordable propane.”
Revenues were flat with a slight decrease of $1.0 million for the second fiscal quarter compared to the prior year period. Gallons sold decreased 1%, or 2.6 million gallons, compared to the prior year second fiscal quarter.
Gross profit increased $34.0 million, or 11%, for the second fiscal quarter. Cost of sales was favorable with a decrease of $35.0 million, or 9%, for the second fiscal quarter. Margin per gallon increased by $0.13, or 12%, compared to the prior year period. The Company continues to realize cost savings through its asset utilization management and redeployment of tanks to locations with higher usage statistics.
Operating income per gallon decreased $0.05, or 10%, compared to the prior year period. Operating income for the second fiscal quarter decreased $12.9 million, or 10%, compared to the prior year period. Results were impacted by higher fuel costs and fleet charges related to maintenance and repairs.
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For the second fiscal quarter 2023 and 2022, the Company reported net earnings attributable to Ferrellgas Partners, L.P. of $98.1 million and $108.4 million, respectively. Adjusted EBITDA, a non-GAAP financial measure, increased by $4.5 million, or 3%, to $155.9 million in the second fiscal quarter 2023 compared to $151.4 million in the prior year period. The change was primarily due to EBITDA adjustments related to a decrease of $9.6 million in gain on assets sales and disposals and a $6.3 million increase in legal fees related to non-core businesses in addition to a $1.9 million decrease in interest expense.
“Our Company shows its appreciation to its most valuable resource, our employee-owners, in many ways throughout the year. Our employees also choose to appreciate each other. They do this by way of our Ferrellgas Flame award in the categories of Safety, Customer Service, Innovation, and Leadership. Over 113 employees were celebrated this quarter,” Ferrell added. “Additionally, hundreds of our hard working, dedicated employees gathered to celebrate via a facilitated zoom event this holiday season. I could not be more proud of our company and our willingness to come together in work and in appreciation.”
The Company announced Blue Rhino’s propane sponsorship of the Steak Cookoff Association (“SCA”) for 2023. The SCA is the world’s largest grilling competition for backyard chefs with 650 events scheduled this year in 46 states and 15 countries. Partnering with the SCA is a natural fit for Blue Rhino, the tank exchange brand of the Company.
On Friday, March 10, 2023, the Company will conduct a teleconference on the Internet at https://edge.media-server.com/mmc/p/38jfbo7w to discuss the results of operations for the second fiscal quarter ended January 31, 2023. The webcast of the teleconference will begin at 8:30 a.m. Central Time (9:30 a.m. Eastern Time). Questions may be submitted via the investor relations e-mail box at InvestorRelations@ferrellgas.com.
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. Its Blue Rhino propane exchange brand is sold at more than 60,000 locations nationwide. 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 September 30, 2022. 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, L.P., Ferrellgas Partners Finance Corp., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2022, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.
Contacts
Investor Relations – InvestorRelations@ferrellgas.com
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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)
ASSETS |
| January 31, 2023 | | July 31, 2022 | ||
| | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents (including $11,130 and $11,208 of restricted cash at January 31, 2023 and July 31, 2022, respectively) | | $ | 123,777 | | $ | 158,737 |
Accounts and notes receivable, net | | | 233,625 | | | 150,395 |
Inventories | | | 113,382 | | | 115,187 |
Price risk management asset | | | 18,276 | | | 43,015 |
Prepaid expenses and other current assets | | | 47,980 | | | 30,764 |
Total current assets | | | 537,040 | | | 498,098 |
| | | | | | |
Property, plant and equipment, net | | | 608,340 | | | 603,148 |
Goodwill, net | | | 257,006 | | | 257,099 |
Intangible assets (net of accumulated amortization of $345,261 and $440,121 at January 31, 2023 and July 31, 2022, respectively) | | | 108,407 | | | 97,638 |
Operating lease right-of-use assets | | | 63,438 | | | 72,888 |
Other assets, net | | | 66,762 | | | 79,244 |
Total assets | | $ | 1,640,993 | | $ | 1,608,115 |
| | | | | | |
| | | | | | |
LIABILITIES, MEZZANINE AND EQUITY (DEFICIT) | | | | | | |
| | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | 87,354 | | $ | 57,586 |
Broker margin deposit liability | | | 11,450 | | | 32,805 |
Current portion of long-term debt | | | 2,152 | | | 1,792 |
Current operating lease liabilities | | | 24,559 | | | 25,824 |
Other current liabilities | | | 210,397 | | | 185,805 |
Total current liabilities | | | 335,912 | | | 303,812 |
| | | | | | |
Long-term debt | | | 1,453,716 | | | 1,450,016 |
Operating lease liabilities | | | 39,567 | | | 47,231 |
Other liabilities | | | 33,605 | | | 43,518 |
| | | | | | |
Contingencies and commitments | | | | | | |
| | | | | | |
Mezzanine equity: | | | | | | |
Senior preferred units, net of issue discount and other offering costs (700,000 units outstanding at January 31, 2023 and July 31, 2022) | | | 651,349 | | | 651,349 |
| | | | | | |
Equity (Deficit): | | | | | | |
Limited partner unitholders | | | | | | |
Class A (4,857,605 units outstanding at January 31, 2023 and July 31, 2022) | | | (1,167,936) | | | (1,229,823) |
Class B (1,300,000 units outstanding at January 31, 2023 and July 31, 2022) | | | 383,012 | | | 383,012 |
General partner unitholder (49,496 units outstanding at January 31, 2023 and July 31, 2022) | | | (70,695) | | | (71,320) |
Accumulated other comprehensive (loss) income | | | (10,098) | | | 37,907 |
Total Ferrellgas Partners, L.P. deficit | | | (865,717) | | | (880,224) |
Noncontrolling interest | | | (7,439) | | | (7,587) |
Total deficit | | | (873,156) | | | (887,811) |
Total liabilities, mezzanine and deficit | | $ | 1,640,993 | | $ | 1,608,115 |
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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, | ||||||||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||||
Revenues: | | | | | | | | | | | | | | | | | | |
Propane and other gas liquids sales | | $ | 651,886 | | $ | 657,504 | | $ | 1,037,730 | | $ | 1,030,208 | | $ | 2,025,401 | | $ | 1,889,577 |
Other | | | 32,057 | | | 27,434 | | | 59,502 | | | 49,236 | | | 106,927 | | | 89,723 |
Total revenues | | | 683,943 | | | 684,938 | | | 1,097,232 | | | 1,079,444 | | | 2,132,328 | | | 1,979,300 |
| | | | | | | | | | | | | | | | | | |
Cost of sales: | | | | | | | | | | | | | | | | | | |
Propane and other gas liquids sales | | | 347,492 | | | 383,213 | | | 560,573 | | | 603,751 | | | 1,130,826 | | | 1,077,283 |
Other | | | 4,243 | | | 3,557 | | | 9,019 | | | 7,167 | | | 14,361 | | | 12,724 |
| | | | | | | | | | | | | | | | | | |
Gross profit | | | 332,208 | | | 298,168 | | | 527,640 | | | 468,526 | | | 987,141 | | | 889,293 |
| | | | | | | | | | | | | | | | | | |
Operating expense - personnel, vehicle, plant & other | | | 157,355 | | | 128,013 | | | 287,095 | | | 245,125 | | | 562,573 | | | 486,667 |
Operating expense - equipment lease expense | | | 5,586 | | | 6,022 | | | 11,610 | | | 11,712 | | | 22,992 | | | 25,082 |
Depreciation and amortization expense | | | 23,069 | | | 21,944 | | | 45,700 | | | 42,239 | | | 93,358 | | | 84,982 |
General and administrative expense | | | 23,115 | | | 15,784 | | | 37,948 | | | 28,359 | | | 62,369 | | | 54,869 |
Non-cash employee stock ownership plan compensation charge | | | 722 | | | 751 | | | 1,445 | | | 1,660 | | | 2,955 | | | 3,405 |
Loss (gain) on asset sales and disposals | | | 290 | | | (9,275) | | | 1,970 | | | (7,865) | | | 3,217 | | | (6,927) |
| | | | | | | | | | | | | | | | | | |
Operating income | | | 122,071 | | | 134,929 | | | 141,872 | | | 147,296 | | | 239,677 | | | 241,215 |
| | | | | | | | | | | | | | | | | | |
Interest expense | | | (23,177) | | | (25,139) | | | (48,186) | | | (50,534) | | | (97,745) | | | (117,329) |
Loss on extinguishment of debt | | | — | | | — | | | — | | | — | | | — | | | (104,834) |
Other income, net | | | 544 | | | 43 | | | 1,013 | | | 4,307 | | | 1,539 | | | 4,937 |
Reorganization expense - professional fees | | | — | | | — | | | — | | | — | | | — | | | (9,243) |
| | | | | | | | | | | | | | | | | | |
Earnings before income tax expense | | | 99,438 | | | 109,833 | | | 94,699 | | | 101,069 | | | 143,471 | | | 14,746 |
| | | | | | | | | | | | | | | | | | |
Income tax expense | | | 503 | | | 481 | | | 521 | | | 577 | | | 925 | | | 905 |
| | | | | | | | | | | | | | | | | | |
Net earnings | | | 98,935 | | | 109,352 | | | 94,178 | | | 100,492 | | | 142,546 | | | 13,841 |
| | | | | | | | | | | | | | | | | | |
Net earnings (loss) attributable to noncontrolling interest (a) | | | 835 | | | 947 | | | 623 | | | 693 | | | 797 | | | (342) |
| | | | | | | | | | | | | | | | | | |
Net earnings attributable to Ferrellgas Partners, L.P. | | $ | 98,100 | | $ | 108,405 | | $ | 93,555 | | $ | 99,799 | | $ | 141,749 | | $ | 14,183 |
| | | | | | | | | | | | | | | | | | |
Class A unitholders' interest in net earnings (loss) | | $ | 11,557 | | $ | 13,001 | | $ | 8,592 | | $ | 9,354 | | $ | (19,532) | | $ | (99,430) |
| | | | | | | | | | | | | | | | | | |
Net earnings (loss) per unitholders' interest | | | | | | | | | | | | | | | | | | |
Basic and diluted net earnings (loss) per Class A Unit | | $ | 2.38 | | $ | 2.68 | | $ | 1.77 | | $ | 1.93 | | $ | (4.02) | | $ | (20.47) |
Weighted average Class A Units outstanding - basic and diluted | | | 4,858 | | | 4,858 | | | 4,858 | | | 4,858 | | | 4,858 | | | 4,858 |
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Supplemental Data and Reconciliation of Non-GAAP Items:
| | Three months ended | | Six Months ended | | Twelve months ended | ||||||||||||
| | January 31, | | January 31, | | January 31, | ||||||||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||||
Net earnings attributable to Ferrellgas Partners, L.P. | | $ | 98,100 | | $ | 108,405 | | $ | 93,555 | | $ | 99,799 | | $ | 141,749 | | $ | 14,183 |
Income tax expense | | | 503 | | | 481 | | | 521 | | | 577 | | | 925 | | | 905 |
Interest expense | | | 23,177 | | | 25,139 | | | 48,186 | | | 50,534 | | | 97,745 | | | 117,329 |
Depreciation and amortization expense | | | 23,069 | | | 21,944 | | | 45,700 | | | 42,239 | | | 93,358 | | | 84,982 |
EBITDA | | | 144,849 | | | 155,969 | | | 187,962 | | | 193,149 | | | 333,777 | | | 217,399 |
Non-cash employee stock ownership plan compensation charge | | | 722 | | | 751 | | | 1,445 | | | 1,660 | | | 2,955 | | | 3,405 |
Loss (gain) loss on asset sales and disposal | | | 290 | | | (9,275) | | | 1,970 | | | (7,865) | | | 3,217 | | | (6,927) |
Loss on extinguishment of debt | | | — | | | — | | | — | | | — | | | — | | | 104,834 |
Other income, net | | | (544) | | | (43) | | | (1,013) | | | (4,307) | | | (1,539) | | | (4,937) |
Reorganization expense - professional fees | | | — | | | — | | | — | | | — | | | — | | | 9,243 |
Severance costs include $49, $51 and $115 in operating expense for the three, six and twelve months ended January 31, 2023, respectively. Also includes $585, $593 and $610 in general and administrative expense for the three, six and twelve months ended January 31, 2023, respectively. | | | 634 | | | 281 | | | 644 | | | 497 | | | 725 | | | 497 |
Legal fees and settlements related to non-core businesses | | | 9,107 | | | 2,807 | | | 13,979 | | | 4,938 | | | 16,979 | | | 8,931 |
Net earnings (loss) attributable to noncontrolling interest (a) | | | 835 | | | 947 | | | 623 | | | 693 | | | 797 | | | (342) |
Adjusted EBITDA (b) | | | 155,893 | | | 151,437 | | | 205,610 | | | 188,765 | | | 356,911 | | | 332,103 |
Net cash interest expense (c) | | | (20,265) | | | (27,620) | | | (42,871) | | | (46,739) | | | (95,498) | | | (106,933) |
Maintenance capital expenditures (d) | | | (4,375) | | | (4,060) | | | (10,207) | | | (7,639) | | | (19,587) | | | (23,348) |
Cash paid for income taxes | | | (447) | | | (407) | | | (496) | | | (407) | | | (1,107) | | | (808) |
Proceeds from certain asset sales | | | 736 | | | 2,085 | | | 1,488 | | | 2,726 | | | 2,875 | | | 4,877 |
Distributable cash flow attributable to equity investors (e) | | | 131,542 | | | 121,435 | | | 153,524 | | | 136,706 | | | 243,594 | | | 205,891 |
Less: Distributions accrued or paid to preferred unitholders | | | 16,222 | | | 17,989 | | | 32,473 | | | 33,322 | | | 64,438 | | | 57,346 |
Distributable cash flow attributable to general partner and non-controlling interest | | | (2,631) | | | (2,437) | | | (3,070) | | | (2,742) | | | (4,872) | | | (4,126) |
Distributable cash flow attributable to Class A and B Unitholders (f) | | | 112,689 | | | 101,009 | | | 117,981 | | | 100,642 | | | 174,284 | | | 144,419 |
Less: Distributions paid to Class A and B Unitholders (g) | | | — | | | — | | | — | | | 49,998 | | | 49,998 | | | 49,998 |
Distributable cash flow excess (h) | | $ | 112,689 | | $ | 101,009 | | $ | 117,981 | | $ | 50,644 | | $ | 124,286 | | $ | 94,421 |
| | | | | | | | | | | | | | | | | | |
Propane gallons sales | | | | | | | | | | | | | | | | | | |
Retail - Sales to End Users | | | 213,662 | | | 215,276 | | | 332,058 | | | 331,101 | | | 625,273 | | | 627,062 |
Wholesale - Sales to Resellers | | | 60,945 | | | 61,957 | | | 104,814 | | | 106,012 | | | 205,318 | | | 217,195 |
Total propane gallons sales | | | 274,607 | | | 277,233 | | | 436,872 | | | 437,113 | | | 830,591 | | | 844,257 |
| | | | | | | | | | | | | | | | | | |
| (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 earnings 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 (gain) on asset sales and disposals, loss on extinguishment of debt, other income, net, reorganization expense – professional fees, severance costs, legal fees and settlements related to non-core businesses, 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 make it easier to compare its results with other companies that have different financing and capital structures. |
Adjusted EBITDA, as management defines it, may not be comparable to similarly titled measurements used by other companies. Items added into our calculation of Adjusted EBITDA that will not occur on a continuing basis may have associated cash payments. Adjusted EBITDA 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, 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, and may from time to time include the purchase of assets that are typically leased. |
| (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 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 should be viewed in conjunction with measurements that are computed in accordance with GAAP. |
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| (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. |
| (g) | The Company did not pay any distributions to Class A Unitholders during any of the periods in fiscal 2023 or fiscal 2022. |
| (h) | 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. |
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