8-K8-K8-K2024-06-192024-06-192024-06-190000922358000101249300009223590000922360falsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalse0000922358fgp:FerrellgasPartnersFinanceCorp.Member2024-06-192024-06-190000922358fgp:FerrellgasL.p.Member2024-06-192024-06-190000922358fgp:FerrellgasFinanceCorp.Member2024-06-192024-06-1900009223582024-06-192024-06-19

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): June 19, 2024

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.)

One Liberty Plaza,

Liberty, Missouri

 

64068

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: 816-792-1600

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.)

One Liberty Plaza,

Liberty, Missouri

 

64068

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: 816-792-1600

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.)

One Liberty Plaza,

Liberty, Missouri

 

64068

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: 816-792-1600

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.)

One Liberty Plaza,

Liberty, Missouri

 

64068

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: 816-792-1600

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 June 19, 2024, Ferrellgas Partners, L.P. (OTC Pink: “FGPR”) (“Ferrellgas”) issued a press release regarding its financial results for the third fiscal quarter ended April 30, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On Wednesday, June 19, 2024, the Company will conduct a live teleconference on the Internet at https://edge.media-server.com/mmc/p/kmjvaheb to discuss the results of operations for the third fiscal quarter ended April 30, 2024. The live 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 or through the webcast portal to be answered during live Q&A.

Item 9.01             Financial Statements and Exhibits

Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated June 19, 2024, reporting its financial results for the third fiscal quarter ended April 30, 2024.

 

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 June 19, 2024, reporting its financial results for the third fiscal quarter ended April 30, 2024.

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: June 18, 2024

By:

/s/ Michael E. Cole

Chief Financial Officer

(Principal Financial and Accounting Officer)

FERRELLGAS PARTNERS FINANCE CORP.

Date: June 18, 2024

By:

/s/ Michael E. Cole

Chief Financial Officer and Sole Director

(Principal Financial and Accounting Officer)

FERRELLGAS, L.P.

By:

Ferrellgas, Inc., its general partner

Date: June 18, 2024

By:

/s/ Michael E. Cole

Chief Financial Officer

(Principal Financial and Accounting Officer)

FERRELLGAS FINANCE CORP.

Date: June 18, 2024

By:

/s/ Michael E. Cole

Chief Financial Officer and Sole Director

(Principal Financial and Accounting Officer)

Exhibit 99.1

FERRELLGAS PARTNERS, L.P. REPORTS

THIRD QUARTER FISCAL 2024 RESULTS

Liberty, MO., June 19, 2024 (GLOBE NEWSWIRE) – Ferrellgas Partners, L.P. (OTC: FGPR) (“Ferrellgas” or the “Company”) today reported financial results for its third fiscal quarter ended April 30, 2024.

Adjusted EBITDA, a non-GAAP financial measure, decreased by $21.6 million, or 17%, to $104.0 million in the third fiscal quarter compared to $125.6 million in the prior year quarter. The decreases in both Adjusted EBITDA and net earnings attributable to Ferrellgas Partners, L.P. were primarily driven by a $19.6 million decrease in gross profit noted below, which primarily related to warmer than normal weather and $5.0 million related to higher medical claims realized under the company’s self-insured medical plan.

In sharing fiscal third quarter results, Tamria Zertuche, President and Chief Executive Officer of Ferrellgas commented, “Regarding our retail business, we have taken positive steps over the last four years to create balance across the different customers segments in our business. Our focus has been on growing our weather agnostic customer base, by customer type and geographic location. We have made great progress in the areas of Autogas, Tank Exchange, and Industrial Customer segments. However, the extended, unseasonably warm heating season negatively impacted demand volumes attributed to the heating segments of our business. In the areas of the country where we have the most customer density, the weather patterns we experienced were 10% warmer than the prior year quarter. We did see some business closings and the effects of inflation, which contributed to a decrease in retail customers in some areas of our national footprint when compared to the prior year period. We will be able to re-deploy these assets related to closed businesses for gallon growth occurring in future periods. Our experienced operations professionals appropriately responded to the weather anomaly - they managed expenses in all areas of operations, including driving fleet expenses down by over 8% when compared to prior year.” 

The $71.6 million decrease in revenue was partially offset by a decrease of $52.0 million in cost of product as compared to the prior year period. Gross profit decreased by $19.6 million, or 7%, for the third fiscal quarter compared to the prior year period. Gallons sold for the third fiscal quarter of 2024 decreased 24.6 million, or 11%, as the trend of above average temperatures continued for much of the United States.

Margin per gallon for the Company increased 4% for the third fiscal quarter of 2024 compared to the prior year period. The favorable increase was primarily due to segment mix, our Platinum Plus fixed cost program for residential customers and national account pricing improvement.

Operating income per gallon decreased 10% for the third fiscal quarter of fiscal 2024 compared to the prior year period. We recognized net earnings attributable to Ferrellgas Partners, L.P. of $52.8 million and $72.4 million in the third fiscal quarter of fiscal 2024 and 2023, respectively.

As previously announced, on April 9, 2024, the Company made a cash distribution in the aggregate amount of $99.9 million to holders of record of the Class B units as of March 25, 2024. The total distributions paid to date of approximately $250.0 million were discretionary and made possible by the Company’s continued strong performance.

The warmer than normal temperatures and continued focus on strategic initiatives drove a 19% increase during the third fiscal quarter in Blue Rhino’s EBITDA compared to the prior year period. Consumer demand surged as the warmer weather prompted an early kick-off to the grilling season. Additionally, Blue Rhino tank usage increased in areas where the electric grid failed due to the heat. We leveraged our national footprint, supply contacts, and our experienced labor force, executing well against higher-than-normal demand in our tank exchange business.

1


As grilling season arrives, consumers now have even more convenient options to get a Blue Rhino tank. To date, we have installed over 500 self-service kiosks which allow consumers to purchase a propane cylinder 24 hours a day. Home delivery service is also available in 19 markets with plans to expand. More than 50% of these home delivery purchases are from repeat customers. Additionally, Blue Rhino decreased capital expense by nearly $8.0 million in fiscal year 2024 due to supply chain improvements and inventory turn improvements. Blue Rhino recently onboarded two major accounts which added approximately 5,500 tank exchange selling locations to increase total selling locations to over 68,000, an increase of 12% compared to the prior year period.

Investing in technology is one of our key strategic initiatives. We’ve reduced costs over $1.2 million in fiscal 2024 installing tank monitors. Tank monitoring and telematics technology ensure our customers have a ready supply of propane in addition to improving the efficiency of our delivery efforts. The Company’s new credit processing platform, a seamless payment process for our customers, is on track to deliver annual, recurring savings to the company as our payment processor charges us a lower interchange fee on debit card payments. Work also continues on our previously announced enterprise resource planning system implementation.

As an active member of the National Propane Gas Association (“NPGA”), several key recent regulatory actions benefited us and others in the propane industry. The NPGA successfully led a coalition to oppose the Environmental Protection Agency (“EPA”) proposal to sunset Energy Star labels on all gas appliances. As a result, the EPA instead proposed to increase the efficiency level of the Energy Star certification for residential furnaces. On another front, the NPGA worked with Congress to preserve propane’s inclusion and eligibility for several programs in the Federal Aviation Administration Reauthorization Act, which provides financing to airports to purchase alternative fuel vehicles and propane-powered generators. Additional efforts continue as the NPGA seeks to promote the use of propane and favorable legislation at both the federal and state levels.

On Wednesday, June 19, 2024, the Company will conduct a live teleconference on the Internet at https://edge.media-server.com/mmc/p/kmjvaheb to discuss the results of operations for the third fiscal quarter ended April 30, 2024. The live 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 or through the webcast portal to be answered during live Q&A.

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 over 68,000 locations nationwide. Blue Rhino is proudly celebrating its 30th birthday this year with an exclusive sweepstakes, prizes, and more. Ferrellgas employees indirectly own 1.1 million Class A Units of the partnership, through an employee stock ownership plan. Ferrellgas Partners, L.P. filed an Annual Report on Form 10-K for the fiscal year ended July 31, 2023, with the Securities and Exchange Commission on September 29, 2023. Investors can request a hard copy of this filing free of charge and obtain more information about the partnership online at www.ferrellgas.com.

.

2


Cautionary Note Regarding Forward-Looking Statements

Statements included in this release concerning current estimates, expectations, projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are forward-looking statements as defined under federal securities laws. These statements often use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” or the negative of those terms or other variations of them or comparable terminology. 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, including 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; competition from other industry participants and other energy sources; energy efficiency and technology advances; significant delays in the collection of accounts or notes receivable; customer, counterparty, supplier or vendor defaults; changes in demand for, and production of, hydrocarbon products; inherent operating and litigation risks in gathering, transporting, handling and storing propane; costs of complying with, or liabilities imposed under, environmental, health and safety laws; the impact of pending and future legal proceedings; the interruption, disruption, failure or malfunction of our information technology systems including due to cyber-attack; economic and political instability, particularly in areas of the world tied to the energy industry, including the ongoing conflict between Russia and Ukraine; disruptions in the capital and credit markets; and access to available capital to meet our operating and debt-service requirements. These risks, uncertainties, and other factors also include those discussed in the Annual Report on 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, 2023, and in other documents filed from time to time by these entities with the Securities and Exchange Commission. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof. Ferrellgas disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Contacts

Investor Relations – InvestorRelations@ferrellgas.com

3


FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

(unaudited)

ASSETS

    

April 30, 2024

July 31, 2023

Current assets:

Cash and cash equivalents (including $10,783 and $11,126 of restricted cash at April 30, 2024 and July 31, 2023, respectively)

$

73,645

$

137,347

Accounts and notes receivable, net

178,163

159,379

Inventories

91,275

98,104

Price risk management asset

5,398

11,966

Prepaid expenses and other current assets

28,270

29,135

Total current assets

376,751

435,931

Property, plant and equipment, net

622,524

615,174

Goodwill, net

257,006

257,006

Intangible assets (net of accumulated amortization of $356,519 and $349,614 at April 30, 2024 and July 31, 2023, respectively)

114,531

106,615

Operating lease right-of-use assets

56,040

57,839

Other assets, net

60,840

58,838

Total assets

$

1,487,692

$

1,531,403

LIABILITIES, MEZZANINE AND EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$

47,742

$

35,115

Current portion of long-term debt

2,620

2,597

Current operating lease liabilities

24,098

24,600

Other current liabilities

153,945

197,030

Total current liabilities

228,405

259,342

Long-term debt

1,459,856

1,456,184

Operating lease liabilities

33,387

34,235

Other liabilities

28,741

29,084

Contingencies and commitments

Mezzanine equity:

Senior preferred units, net of issue discount and offering costs (700,000 units outstanding at April 30, 2024 and July 31, 2023)

651,349

651,349

Equity (Deficit):

Limited partner unitholders

Class A (4,857,605 Units outstanding at April 30, 2024 and July 31, 2023)

(1,221,021)

(1,205,103)

Class B (1,300,000 Units outstanding at April 30, 2024 and July 31,2023)

383,012

383,012

General partner Unitholder (49,496 Units outstanding at April 30, 2024 and July 31, 2023)

(69,716)

(70,566)

Accumulated other comprehensive income

1,018

1,059

Total Ferrellgas Partners, L.P. deficit

(906,707)

(891,598)

Noncontrolling interest

(7,339)

(7,193)

Total deficit

(914,046)

(898,791)

Total liabilities, mezzanine and deficit

$

1,487,692

$

1,531,403

4


FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

(unaudited)

Three months ended

Nine months ended

Twelve months ended

April 30, 

April 30, 

April 30, 

  

2024

  

2023

  

2024

  

2023

2024

2023

Revenues:

Propane and other gas liquids sales

$

490,057

$

559,047

$

1,413,200

$

1,596,777

$

1,733,315

$

1,962,237

Other

25,717

28,300

83,464

87,802

105,235

109,895

Total revenues

515,774

587,347

1,496,664

1,684,579

1,838,550

2,072,132

Cost of sales:

Propane and other gas liquids sales

240,281

291,826

690,299

852,399

841,257

1,059,694

Other

3,195

3,673

11,366

12,692

14,587

14,858

Gross profit

272,298

291,848

794,999

819,488

982,706

997,580

Operating expense - personnel, vehicle, plant & other

150,629

147,477

454,913

434,572

597,861

562,757

Operating expense - equipment lease expense

5,275

5,861

15,994

17,471

21,775

23,078

Depreciation and amortization expense

25,340

23,753

74,179

69,453

98,096

94,044

General and administrative expense

13,305

16,213

43,321

54,161

59,898

67,620

Non-cash employee stock ownership plan compensation charge

880

767

2,500

2,212

3,223

2,946

Loss on asset sales and disposals

130

958

1,847

2,928

4,610

2,876

Operating income

76,739

96,819

202,245

238,691

197,243

244,259

Interest expense

(24,685)

(24,297)

(73,205)

(72,483)

(98,434)

(98,077)

Other income, net

1,324

852

3,509

1,865

4,269

2,292

Earnings before income tax expense

53,378

73,374

132,549

168,073

103,078

148,474

Income tax expense

240

367

711

888

804

1,044

Net earnings

53,138

73,007

131,838

167,185

102,274

147,430

Net earnings attributable to noncontrolling interest (1)

372

580

839

1,203

376

840

Net earnings attributable to Ferrellgas Partners, L.P.

$

52,766

$

72,427

$

130,999

$

165,982

$

101,898

$

146,590

Class A unitholders' interest in net (loss) earnings

$

(63,802)

$

6,115

$

(18,853)

$

16,608

$

(25,290)

$

(18,830)

Net (loss) earnings per unitholders' interest

Basic and diluted net (loss) earnings per Class A Unit

$

(13.13)

$

1.26

$

(3.88)

$

3.42

$

(5.21)

$

(3.88)

Weighted average Class A Units outstanding - basic and diluted

4,858

4,858

4,858

4,858

4,858

4,858

(1)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.

5


Supplemental Data and Reconciliation of Non-GAAP Items:

Three months ended

Nine months ended

Twelve months ended

April 30, 

April 30, 

April 30, 

  

2024

  

2023

  

2024

  

2023

2024

2023

Net earnings attributable to Ferrellgas Partners, L.P.

$

52,766

$

72,427

$

130,999

$

165,982

$

101,898

$

146,590

Income tax expense

240

367

711

888

804

1,044

Interest expense

24,685

24,297

73,205

72,483

98,434

98,077

Depreciation and amortization expense

25,340

23,753

74,179

69,453

98,096

94,044

EBITDA

103,031

120,844

279,094

308,806

299,232

339,755

Non-cash employee stock ownership plan compensation charge

880

767

2,500

2,212

3,223

2,946

Loss on asset sales and disposal

130

958

1,847

2,928

4,610

2,876

Other income, net

(1,324)

(852)

(3,509)

(1,865)

(4,269)

(2,292)

Severance costs

644

-

676

Legal fees and settlements related to non-core businesses

323

3,295

1,480

17,274

5,957

20,577

Business transformation costs (1)

591

1,556

3,644

Net earnings attributable to noncontrolling interest (2)

372

580

839

1,203

376

840

Adjusted EBITDA (3)

104,003

125,592

283,807

331,202

312,773

365,378

Net cash interest expense (4)

(21,240)

(21,426)

(63,411)

(64,297)

(85,809)

(91,270)

Maintenance capital expenditures (5)

(5,383)

(5,208)

(13,952)

(15,415)

(18,706)

(19,318)

Cash paid for income taxes

(136)

(217)

(495)

(713)

(874)

(1,081)

Proceeds from certain asset sales

589

591

1,969

2,079

2,042

2,824

Distributable cash flow attributable to equity investors (6)

77,833

99,332

207,918

252,856

209,426

256,533

Less: Distributions accrued or paid to preferred unitholders

16,045

15,590

48,546

48,063

64,797

64,313

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

(1,557)

(1,986)

(4,159)

(5,056)

(4,190)

(5,130)

Distributable cash flow attributable to Class A and B Unitholders (7)

60,231

81,756

155,213

199,737

140,439

187,090

Less: Distributions paid to Class A and B Unitholders (8)

99,996

49,998

99,996

49,998

99,996

99,996

Distributable cash flow (shortage) excess (9)

$

(39,765)

$

31,758

$

55,217

$

149,739

$

40,443

$

87,094

Propane gallons sales

Retail - Sales to End Users

162,282

182,937

479,776

514,995

566,924

609,427

Wholesale - Sales to Resellers

47,102

51,015

152,845

155,829

202,906

203,390

Total propane gallons sales

209,384

233,952

632,621

670,824

769,830

812,817

(1)Non-recurring costs included in “Operating, general and administrative expense” primarily related to the implementation of an ERP system as part of our business transformation initiatives.
(2)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.
(3)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 on asset sales and disposals, other income, net, severance costs, legal fees and settlements related to non-core businesses, business transformation costs, and net earnings 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.
(4)Net cash interest expense is the sum of interest expense less non-cash interest expense and other income, net.
(5)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.
(6)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.
(7)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.
(8)The Company did not pay any distributions to Class A Unitholders during any of the periods in fiscal 2024 or fiscal 2023.

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(9)Distributable cash flow (shortage) 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. Management considers Distributable cash flow (shortage) excess a meaningful measure of the partnership’s ability to effectuate those purposes. Distributable cash flow (shortage) 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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