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
September 6, 2006
Date of Report (Date of earliest event reported)
INERGY, L.P.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-32453 | 43-1918951 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
Two Brush Creek Boulevard, Suite 200
Kansas City, MO 64112
(Address of principal executive offices)
(816) 842-8181
(Registrant’s telephone number, including area code)
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)) |
Item 7.01 Regulation FD Disclosure
Inergy, L.P. (the “Partnership”) provides guidance for fiscal year 2007 as furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Fiscal Year 2007 Guidance |
2
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INERGY, L.P. | ||||
| By: | INERGY GP, LLC, Its Managing General Partner | |||
| Date: September 6, 2006 | ||||
| /s/ Laura L. Ozenberger | ||||
| Laura L. Ozenberger Vice President - General Counsel and Secretary | ||||
3
Exhibit 99.1
2007 Earnings Guidance (d)
| Forecast Range Fiscal Year Ended September 30, 2007 | ||||||
| ($’s in millions) | Low | High | ||||
| Net Income (a) |
$ | 54 | $ | 59 | ||
| Interest Expense (a) (b) |
55 | 58 | ||||
| Depreciation and Amortization (a) |
78 | 82 | ||||
| Income Taxes (a) |
1 | 1 | ||||
| Adjusted EBITDA (a) |
$ | 188 | $ | 200 | ||
| Maintenance Capital Expenditures |
$ | 6 | $ | 6 | ||
| Net Income Allocable to Limited Partners (c) |
$ | 32 | $ | 37 | ||
| Limited Partner Units O/S |
45 | 45 | ||||
| (a) | Estimates exclude any one-time or non-recurring charges that may occur. Depreciation and amortization are based upon a preliminary purchase price allocation and may be subject to change. |
| (b) | Estimate includes approximately $2 million of non-cash interest expense. |
| (c) | Based upon current limited partnership units outstanding, general partner ownership, and current distribution of $0.545 per quarter. |
| (d) | The earnings guidance above is based on various forward-looking assumptions made by the management of Inergy. While Inergy believes that these assumptions are reasonable, it can give no assurance that such results will materialize. |