[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 76-0669886 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Page Number | ||
KINDER MORGAN MANAGEMENT, LLC AND SUBSIDIARY | ||||||
Company Abbreviations | ||||||
Copano | = | Copano Energy, L.L.C. | KMI | = | Kinder Morgan, Inc. | |
EPNG | = | El Paso Natural Gas Company, L.L.C. | KMP | = | Kinder Morgan Energy Partners, L.P. and its majority-owned and controlled subsidiaries | |
KMGP | = | Kinder Morgan G.P., Inc. | TGP | = | Tennessee Gas Pipeline Company, L.L.C. | |
Unless the context otherwise requires, references to “we,” “us,” “our” or “KMR” are intended to mean Kinder Morgan Management, LLC, and its consolidated subsidiary, Kinder Morgan Services LLC. | ||||||
Common Industry and Other Terms | ||||||
ASU | = | Accounting Standard Update | GAAP | = | Generally Accepted Accounting Principles in the United States of America | |
FASB | = | Financial Accounting Standards Board | SEC | = | United States Securities and Exchange Commission | |
FTC | = | Federal Trade Commission | ||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Equity in earnings (loss) of Kinder Morgan Energy Partners, L.P. | $ | 69 | $ | (9 | ) | $ | 340 | $ | (94 | ) | ||||||
Income tax expense (benefit) | 22 | (6 | ) | 149 | (31 | ) | ||||||||||
Net income (loss) | $ | 47 | $ | (3 | ) | $ | 191 | $ | (63 | ) | ||||||
Earnings (loss) per share | ||||||||||||||||
Basic and diluted | $ | 0.39 | $ | (0.03 | ) | $ | 1.61 | $ | (0.61 | ) | ||||||
Number of shares used in computing earnings (loss) per share | ||||||||||||||||
Basic and diluted | 121 | 107 | 118 | 103 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income (loss) | $ | 47 | $ | (3 | ) | $ | 191 | $ | (63 | ) | ||||||
Other comprehensive (loss) income, net of tax | ||||||||||||||||
Change in fair value of derivatives utilized for hedging purposes (net of tax benefit (expense) of $7, $5, $5 and $(6), respectively) | (11 | ) | (9 | ) | (8 | ) | 11 | |||||||||
Reclassification of change in fair value of derivatives to net income (net of tax (expense) of $(2), $-, $(1) and $(1), respectively) | 3 | (1 | ) | 2 | 1 | |||||||||||
Foreign currency translation adjustments (net of tax (expense)benefit of $(3), $(4), $4 and $(4), respectively) | 5 | 7 | (8 | ) | 7 | |||||||||||
Adjustments to pension and other postretirement benefit plan liabilities (net of tax (expense) of $(2), $-, $(2) and $-, respectively) | $ | 3 | — | 3 | — | |||||||||||
Total other comprehensive (loss) income | — | (3 | ) | (11 | ) | 19 | ||||||||||
Comprehensive income (loss) | $ | 47 | $ | (6 | ) | $ | 180 | $ | (44 | ) |
September 30, 2013 | December 31, 2012 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current assets | |||||||
Accounts receivable - related party | $ | 15 | $ | 12 | |||
Other current assets | 1 | — | |||||
Total current assets | 16 | 12 | |||||
Investment in Kinder Morgan Energy Partners, L.P. | 3,922 | 3,454 | |||||
Deferred income taxes | — | 10 | |||||
Total Assets | $ | 3,938 | $ | 3,476 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities | |||||||
Accounts payable | $ | 4 | $ | 4 | |||
Accrued other current liabilities | 12 | 8 | |||||
Total current liabilities | 16 | 12 | |||||
Deferred income taxes | 44 | — | |||||
Shareholders’ Equity | |||||||
Voting shares - unlimited authorized; 4 and 3 voting shares issued and outstanding, respectively | — | — | |||||
Listed shares - unlimited authorized; 122,287,354 and 115,118,335 listed shares issued and outstanding, respectively | 5,884 | 5,201 | |||||
Retained deficit | (2,013 | ) | (1,755 | ) | |||
Accumulated other comprehensive income | 7 | 18 | |||||
Total Shareholders’ Equity | 3,878 | 3,464 | |||||
Total Liabilities and Shareholders’ Equity | $ | 3,938 | $ | 3,476 |
Nine Months Ended September 30, | |||||||
2013 | 2012 | ||||||
Cash Flows From Operating Activities | |||||||
Net income (loss) | $ | 191 | $ | (63 | ) | ||
Adjustments to reconcile net income (loss) to net cash flows from operating activities | |||||||
Deferred income taxes | 149 | (31 | ) | ||||
Equity in (earnings) loss of Kinder Morgan Energy Partners, L.P. | (340 | ) | 94 | ||||
Changes in components of working capital | |||||||
Accounts receivable - related party | (3 | ) | (3 | ) | |||
Other current assets | (1 | ) | — | ||||
Accounts payable | — | 2 | |||||
Accrued other current liabilities | 4 | 1 | |||||
Net Cash Provided by Operating Activities | — | — | |||||
Cash Flows From Investing Activities | |||||||
Purchase of i-units of Kinder Morgan Energy Partners, L.P. | (145 | ) | (727 | ) | |||
Net Cash Used in Investing Activities | (145 | ) | (727 | ) | |||
Cash Flows From Financing Activities | |||||||
Shares issued | 145 | 727 | |||||
Net Cash Provided by Financing Activities | 145 | 727 | |||||
Net Increase in Cash and Cash Equivalents | — | — | |||||
Cash and Cash Equivalents, beginning of period | — | — | |||||
Cash and Cash Equivalents, end of period | $ | — | $ | — |
Nine Months Ended | Nine Months Ended | ||||||||||||
September 30, 2013 | September 30, 2012 | ||||||||||||
Shares | Amount | Shares | Amount | ||||||||||
Voting Shares | |||||||||||||
Beginning Balance | 3 | $ | — | 2 | $ | — | |||||||
Share distributions | 1 | — | — | — | |||||||||
Ending Balance | 4 | — | 2 | — | |||||||||
Listed Shares | |||||||||||||
Beginning Balance | 115,118,335 | 5,201 | 98,509,389 | 3,760 | |||||||||
Share distributions | 5,411,719 | 449 | 4,646,736 | 347 | |||||||||
Share issuance | 1,757,300 | 145 | 10,120,000 | 727 | |||||||||
Tax impact of KMI drop-down to KMP (Note 3) | — | 26 | — | 235 | |||||||||
Tax impact of KMP Acquisition of Copano (Note 3) | — | 63 | — | — | |||||||||
Ending Balance | 122,287,354 | 5,884 | 113,276,125 | 5,069 | |||||||||
Retained Deficit | |||||||||||||
Beginning Balance | (1,755 | ) | (1,256 | ) | |||||||||
Net income (loss) | 191 | (63 | ) | ||||||||||
Share distributions | (449 | ) | (347 | ) | |||||||||
Ending Balance | (2,013 | ) | (1,666 | ) | |||||||||
Accumulated other comprehensive income (net of tax expense) | |||||||||||||
Beginning Balance | 18 | — | |||||||||||
Change in fair value of derivatives utilized for hedging purposes | (8 | ) | 11 | ||||||||||
Reclassification of change in fair value of derivatives to net income | 2 | 1 | |||||||||||
Foreign currency translation adjustments | (8 | ) | 7 | ||||||||||
Adjustments to pension and other postretirement benefit plan liabilities | 3 | — | |||||||||||
Ending Balance | 7 | 19 | |||||||||||
Total Shareholders’ Equity | 122,287,358 | $ | 3,878 | 113,276,127 | $ | 3,422 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Equivalent distribution value per share declared for the period(a) | $ | 1.35 | $ | 1.26 | $ | 3.97 | $ | 3.69 | ||||||||
Total number of additional shares declared for the period(b) | 2,153,480 | 1,842,210 | 5,760,604 | 5,024,801 | ||||||||||||
Equivalent distribution value per share paid in the period(a) | $ | 1.32 | $ | 1.23 | $ | 3.91 | $ | 3.59 | ||||||||
Total number of additional share distributions made in the period(b) | 1,880,172 | 1,578,616 | 5,411,720 | 4,646,736 |
(a) | This is the cash distribution for each KMP common unit declared for the period or paid in the period, as applicable, indicated and is used to calculate our distribution of shares as discussed above. Because of this calculation, the market value of the shares distributed on the date of distribution may be less or more than the cash distribution per common unit of KMP. |
(b) | Three and nine months 2013 include a share distribution declared on October 16, 2013, payable on November 14, 2013 to shareholders of record as of October 31, 2013. This share distribution of 0.017610 shares per outstanding share (2,153,480 total shares) was determined by dividing $1.35, the cash amount to be distributed per KMP common unit by $76.659, the average of our shares’ closing market prices from October 15-28, 2013, the ten consecutive trading days preceding the date on which our shares began to trade ex-dividend under the rules of the New York Stock Exchange. |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012(a) | 2013 | 2012(a) | |||||||||||||
Revenues | $ | 3,381 | $ | 2,497 | $ | 9,059 | $ | 6,355 | ||||||||
Operating costs, expenses and other | 2,514 | 1,828 | 6,807 | 4,603 | ||||||||||||
Operating income | $ | 867 | $ | 669 | $ | 2,252 | $ | 1,752 | ||||||||
Loss from discontinued operations(b) | $ | — | $ | (131 | ) | $ | (2 | ) | $ | (682 | ) | |||||
Net income(c) | $ | 697 | $ | 408 | $ | 2,499 | $ | 754 | ||||||||
Net income attributable to KMP | $ | 689 | $ | 405 | $ | 2,472 | $ | 743 | ||||||||
General Partner’s interest in pre-acquisition income from operations and severance expense of drop-down asset groups | $ | (2 | ) | $ | 62 | $ | 11 | $ | 41 | |||||||
Remaining General Partner’s interest in income from continuing operations | $ | 436 | $ | 367 | $ | 1,260 | $ | 1,024 | ||||||||
General Partner’s interest in loss from discontinued operations | $ | — | $ | (2 | ) | $ | — | $ | (7 | ) | ||||||
Limited Partners’ interest in income from continuing operations | $ | 255 | $ | 106 | $ | 1,203 | $ | 353 | ||||||||
Limited Partners’ interest in loss from discontinued operations | $ | — | $ | (128 | ) | $ | (2 | ) | $ | (668 | ) |
(a) | Retrospectively adjusted as discussed in Note 1. |
(b) | Represents amounts attributable to KMP’s FTC Natural Gas Pipelines disposal group. See Note 3 “Acquisitions and Divestitures” of the notes to the consolidated financial statements included in the KMP 2012 Form 10-K. The three and nine month 2012 amounts include $178 million and $827 million non-cash losses, respectively, from both costs to sell and the remeasurement of net assets to fair value. |
(c) | The nine month 2013 amount includes (i) a $558 million gain from the remeasurement of KMP’s previously held 50% equity interest in Eagle Ford Gathering LLC to fair value; and (ii) $177 million increase in expense associated with adjustments to legal liabilities related to both transportation rate case and environmental matters. The three and nine month 2013 amounts include a $1 million decrease and a $140 million increase, respectively, after-tax loss and gain amounts from the sale of KMP’s investments in the Express pipeline system. |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Income tax expense (benefit) | $ | 22 | $ | (6 | ) | $ | 149 | $ | (31 | ) | ||||||
Effective tax rate | 31.9 | % | 66.7 | % | 43.8 | % | 33.0 | % |
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012(a) | 2013 | 2012(a) | |||||||||||||
(In millions) | ||||||||||||||||
Segment earnings before depreciation, depletion, amortization expense and amortization of excess cost of equity investments(b) | ||||||||||||||||
Natural Gas Pipelines(c) | $ | 635 | $ | 490 | $ | 2,315 | $ | 1,001 | ||||||||
CO2 | 340 | 327 | 1,040 | 988 | ||||||||||||
Products Pipelines(d) | 202 | 150 | 399 | 492 | ||||||||||||
Terminals | 217 | 183 | 610 | 565 | ||||||||||||
Kinder Morgan Canada(e) | 43 | 56 | 286 | 158 | ||||||||||||
Total segment earnings before depreciation, depletion, amortization expense and amortization of excess cost of equity investments | 1,437 | 1,206 | 4,650 | 3,204 | ||||||||||||
Depreciation, depletion and amortization | (377 | ) | (319 | ) | (1,062 | ) | (834 | ) | ||||||||
Amortization of excess cost of investments | (3 | ) | (1 | ) | (7 | ) | (5 | ) | ||||||||
General and administrative expenses | (136 | ) | (146 | ) | (433 | ) | (424 | ) | ||||||||
Interest expense, net of unallocable interest income | (220 | ) | (199 | ) | (637 | ) | (498 | ) | ||||||||
Unallocable income tax expense | (4 | ) | (2 | ) | (10 | ) | (7 | ) | ||||||||
Income from continuing operations | 697 | 539 | 2,501 | 1,436 | ||||||||||||
Loss from discontinued operations(f) | — | (131 | ) | (2 | ) | (682 | ) | |||||||||
Net income | 697 | 408 | 2,499 | 754 | ||||||||||||
Net income attributable to noncontrolling interests | (8 | ) | (3 | ) | (27 | ) | (11 | ) | ||||||||
Net income attributable to KMP | $ | 689 | $ | 405 | $ | 2,472 | $ | 743 | ||||||||
General Partner’s interest in pre-acquisition income from operations and severance expense of drop down asset groups | $ | (2 | ) | $ | 62 | $ | 11 | $ | 41 | |||||||
Remaining General Partner’s interest in income from continuing operations | $ | 436 | $ | 367 | $ | 1,260 | $ | 1,024 | ||||||||
General Partner’s interest in loss from discontinued operations | $ | — | $ | (2 | ) | $ | — | $ | (7 | ) | ||||||
Limited Partners’ interest in income from continuing operations | $ | 255 | $ | 106 | $ | 1,203 | $ | 353 | ||||||||
Limited Partners’ interest in loss from discontinued operations | $ | — | $ | (128 | ) | $ | (2 | ) | $ | (668 | ) |
(a) | Retrospectively adjusted as discussed in Note 1, “General - Significant KMP Transactions” to our consolidated financial statements included elsewhere in this report. |
(b) | Includes revenues, earnings from equity investments, allocable interest income and other, net, less operating expenses, |
(c) | Nine month 2013 amount includes a $558 million gain from the remeasurement of KMP’s previously held 50% equity interest in Eagle Ford Gathering LLC to fair value. |
(d) | Nine month 2013 amount includes a $177 million increase in expense associated with adjustments to legal liabilities related to both transportation rate case and environmental matters. |
(e) | Three and nine month 2013 amounts include a $1 million decrease and a $140 million increase, respectively, after-tax loss and gain amounts from the sale of KMP’s investments in the Express pipeline system. |
(f) | Represents amounts attributable to KMP’s FTC Natural Gas Pipelines disposal group. See Note 3 “Acquisitions and Divestitures” of the notes to the consolidated financial statements included in the KMP 2012 Form 10-K. Nine month 2013 amount represents a $2 million |
31.1 — | Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 — | Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 — | Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 — | Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 — | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012; (ii) our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012; (iii) our Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012; (iv) our Consolidated Statements of Cash Flows for the nine months months ended September 30, 2013 and 2012; (v) our Consolidated Statements of Shareholders Equity for the nine months ended September 30, 2013 and 2012; and (vi) the notes to our Consolidated Financial Statements. |
By: | KINDER MORGAN MANAGEMENT, LLC, | |||
(registrant) |
October 29, 2013 | By: | /s/ Kimberly A. Dang | ||||
Kimberly A. Dang Vice President and Chief Financial Officer (principal financial and accounting officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Kinder Morgan Management, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Richard D. Kinder |
Richard D. Kinder |
Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Kinder Morgan Management, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Kimberly A. Dang |
Kimberly A. Dang |
Vice President and Chief Financial Officer |
Dated: | October 29, 2013 | /s/ Richard D. Kinder |
Richard D. Kinder | ||
Chairman and Chief Executive Officer |
Dated: | October 29, 2013 | /s/ Kimberly A. Dang |
Kimberly A. Dang | ||
Vice President and Chief Financial Officer |
J\I+$`&K&B'0&F.LFL&H_R!LJL("-=)K
MD`/=H">D%PPTP+M\ND&Q0,D\`'*?>/WS\ RVC+_`"G%`0,2,P9IVL`6D0+=4`<)8`P'2Q194`!%
M8``%``)[0`1<\'194`$.L`!&I@`LP`%8\(99\'1(``$58#YPP`)NS`*0AP10
M``,LX`"3]P]T_,;.<0-C_`]KP`+F T(H"L0!OS`*?J8,$;XQ!S&`(
M=:S$&I$`Q.`$+>"ZDBP11?`!`YC),`$-<9`_R^+)I*P5PH"DL^`&:EG*K-P4
MO(`*,T`#<=G*M%P4?;`!?9`&)EO+O+P3@1`"VT`#0]K+Q/P2I&`!%'`$#EC,
MS.P2`9``0J`(^-G,U'P2%,`&*>`-CE3-W"P2IJ`.0M`!`-;-Y+P17=``>(`/
MUUK#$Q`:Q[/6\"`$^&P8$+QDN>7/Q1]Y_5Q>F\FY.,(4S>D"#NI:O(\1_[35
MK7N._E2U\'JE^WB"]V8%/#8RIR`^5E7;_\,O,+R)>_P?``#__P,`4$L#!!0`
M!@`(````(0`<3]ZA1@(``-<$```9````>&PO=V]R:W-H965T $E."4FW1;.YB/G"S!V!K<9";8O<,BZW_F+EU<-$(H7VCNL!4Q.!U4*4&I\`
M'5$%"3GE[`ZN5;A)LHWMG`*U=QEL>UC0BZLS^+Z6`7;=-UL\S7\E"?
M%J7'>3UP(2,TH>,P4@N0ZI04@S]\47*Z2PI7+_CI,AEJ$W)+*V3OZ;D*J/[4
MTH4LGNFX&VS7JF5$CA"^6RX=4R'F4@Y/1/^!UK\/!!KY-@>R7*\Q7N^*^VE$
M*I%SY%2A83EA0Q2)4XO3`4"!U[1U0!%]BB8]ZN@K@&G')V]*^?SB.BZ9!*H5
MBSFUJ@NENA%FT]+IZ8Z@79DC5YQW7PXFU&>9*D*2,I>C50^N^+R\6U*ZET,,
M`(U=,B%8F^?;0'CFZI:N4QD$1,GYJX]R9DAAA[J(N;R58)%7U;O]YI;#K+",
M+L'9H4;'.I(TO=SC8R+06?&YX:R3+T@`Y0Y7I^V697KZ9DH-ATXA>>^W5#N%
MV'55[^,C'_27?'-)$"*2A\R&.(F':,729XX2LO>49'06#I7CYO*=JAE,_Z)I
M$C*VL&>-M$QW=VJ6E(@947AW#G,;8#U>6UE[T.@6V#12GFQ_BFHEE?`\2?J7
M9#0)&P]0K1QRYG9EH9:/J;ZB)0&:IU3_\9BK%YD.DN2'Y5SS*%7M$K84OKJ2
M8:L5SC5C\3_R$?!I)#^X.GCDC]A*X8T"UZ5=EPIZ:FR"#[G(<_*$M8_NDXC4
M*]XO#9;>6-U-D2N%^3;K[Y"/4X=K$K[/.ZIXX32N8FM6V4/[[K052+ST0.5K
ME;5XN7+1,<&,D1GES*'",I"F2$KOU7=L+#D[LQBSAX,)6"\.T&.D+&,K"05@
M[E77#\>3(G^)W5!)]+/@I66CNXO6&L#6GP`4NP\I_?CE*SS4#Y9Z=Q/*R)^B
M;&;!U4R1TNQQN-8.8XE*X0SV-PYW'):TUW+YLO@6KG]1T`ZC!QQ@8M2V& X&J/-S\/5/(!V].K!M:/B]G7-:A1095`/X;NY
MB\'V].F+AR3L+\8-,;)?ALHPRX/O38%X_&KM01'PWB3DT]6'Y3Q?W`2?@9(^
MLPF#T[;J$6CUEQZ7#?5W74\!.L7[AOJ[E:;N\B4B>9UT*9VE2D#`G[I7?QR*
MIUK*B7>*)AC5&;LJX[*-G2*#1'&T Q&
M`L58S!"L2P]N#+>TRY*8QP&P1'`\A'`942YBKZ((ROB''068+5SJ[L5HA47%
M15DP^E\]%_>S8KS'^+PV=J>K?#X`]*Z4%VH#D0")Y06B0`B+L`AHT`-GX`4!8`RT)F-N<&FE8BJZ@DZ,
M=BX@0'8/H`1PQ2=!P#K*PG\"054<)A!@EV1#<`6MMBY.YD\@,UVVYX`%$'
M%H'^,#)6Z`]#`VL4EG#Q]P_V@'0=V%S)<@A9)8(G0X*A)!#EU(`#T063(`HP
MF$QG<`9+<`MH@`NLX`]9=6W.=38$YW3_X(/$]P\O_S`U)82$"*2$_Z`'#S40
MYS"%R2)O_F9![O2)JS)N#(B"`K$"U;1[&+AZ3[@G?H1<"*=P2?,/K61F'N@K
M-.!(Y^8K<@AXIF0J\200`4`"?>B'MX`#QN@#;#`/R!`$2F*(9O,/\`
9 Months Ended
Distributions Made to Members or Limited Partners [Abstract]
Schedule of share distributions
J'-O^'NP^0,``/__`P!02P,$%``&``@````A`#??1H7"
M`P``Z@L``!D```!X;"]W;W)K
M"QF!4Q-F*V^%0\],.%JY)+;2DIYDZ0FH`.\(]K,J8D&+NT60(>4!VM2D=PTCL.Y
M$Q%S)L?H@Y1K,>;.XKG?H%T&I8'\BJR?(CAP2;-E`SS2C^?4:N\Y,H^#>7',
M7PV:N67TH1?-AQZ#.83/8Y+'9%"".!:$1XK0B*`90ADYJW*$!C.*0U`SAX1@
MG-L,1A(.@>0Z&90@A,`GNR-%L$]W=C;`4`KF160#Y1AWO8]Z20VF3P*!N84"
MBOS:,\W:"QL/CB)%.^BF
Y&O!5J1&"S1Y(Q9=D<*$.O<
M!Y(\?K:Z^I"4M9(73;;308&S17,Y@[LY"OKW`H"UI1?/7BP]75V="[KL^DXF
M,'=9N7TB+451FGY\+0*VX/^*]Q@Y7X9",2"U*SZ_+SZ\]M6SAT073V@0IU`@
M+Z3G%B!^;UQ*9\&Q@>;]DK_W>G*V&53I#G4:<&5Y)0D.?^'#B!^
M.DR+_!D
M7KJ#UL#HV.8`G#PP-)DA/+GA4W86LX,GL[-:W6'/Z/7IK!\,"-)BO?!DAN93
M`_:9'3R9G0%S?C#0@!G`\[=6!CNPF"`\Q01E/AX,:#-#>`K#9U)@0'&5)4"K
MC&47/CX8"BJ7F<`'L;JG9FGP4J$?F*G5&O9Z5G_X/[5"`UY.5%:+^5S6#5XO
M]`-?H]'J#3IF4>:/ULHK!K8/-^U6=L@C4UXTAJP:ZTE37CZ&K)]GU\HKR)`E
M1'.,)]HN>T'10Z9^[K^^I,F7!HT9LIK=?=KF#4*]L.[!7(A^`FTMH.IO5'^D
M@R(TB@SHC]>N8;VT?T"#"IC.&.L8=8T)UZ!-BKJ=JF"F`D<%K@KF*EBH8*D"
M3P4K%:Q5L%'!5@4[%>Q5<*B`-N1!)`/VR6\E@^K39/`PCCFH9$>)/-?@)E,5
MS%3@J,!5P5P%"Q4L5>"I8*6"M0HV*MBJ8*>"O0H.%5"+/+29:N1YM5,,7Y.5
M:C>&=CVB8Z93?N/28IX@,D5DAHB#B(O(')$%(DM$/$16B*P1V2"R162'R!Z1
M0Y748@[]N2GF%$,W@A9<:3$])>BED@D=4R@9=K>N-!%*HM@1F2'B(.(B,D=D
M@<@2$0^1%2)K1#:(;!'9(;)'Y%`EM3Q`I)OR0'&1!QZ]<4FL\CQ85#HB4T1F
MB#B(N(C,$5D@LD3$0V2%R!J1#2);1':([!$Y5$DMPG`F:(HPQ?4(,](7'7V"
MR!21&2(.(BXB