8-K8-K8-K2024-09-272024-09-272024-09-270000922358000101249300009223590000922360falsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalsefalse0000922358fgp:FerrellgasPartnersFinanceCorp.Member2024-09-272024-09-270000922358fgp:FerrellgasL.p.Member2024-09-272024-09-270000922358fgp:FerrellgasFinanceCorp.Member2024-09-272024-09-2700009223582024-09-272024-09-27

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): September 27, 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 September 27, 2024, 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, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On Friday, September 27, 2024, the Company will conduct a live teleconference on the Internet at https://edge.media-server.com/mmc/p/ur62uncc to discuss the results of operations for the fourth fiscal quarter and fiscal year ended July 31, 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 September 27, 2024, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 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 September 27, 2024, reporting its financial results for the fourth fiscal quarter and fiscal year ended July 31, 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: September 27, 2024

By:

/s/ Michael E. Cole

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

FERRELLGAS PARTNERS FINANCE CORP.

Date: September 27, 2024

By:

/s/ Michael E. Cole

Chief Financial Officer, Treasurer, and Sole Director

(Principal Financial and Accounting Officer)

FERRELLGAS, L.P.

By:

Ferrellgas, Inc., its general partner

Date: September 27, 2024

By:

/s/ Michael E. Cole

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

FERRELLGAS FINANCE CORP.

Date: September 27, 2024

By:

/s/ Michael E. Cole

Chief Financial Officer, Treasurer, and Sole Director

(Principal Financial and Accounting Officer)

Exhibit 99.1

FERRELLGAS PARTNERS, L.P. REPORTS

FULL FISCAL YEAR AND FOURTH QUARTER

FISCAL 2024 RESULTS

Liberty, MO., September 27, 2024 (GLOBE NEWSWIRE) – Ferrellgas Partners, L.P. (OTC: FGPR) (“Ferrellgas” or the “Company”) today reported financial results for its fiscal year (“fiscal 2024”) and the fourth fiscal quarter ended July 31, 2024.

For the fourth fiscal quarter, Adjusted EBITDA, a non-GAAP financial measure, increased by $4.6 million, or 16%, to $33.6 million, compared to $29.0 million in the prior year quarter. Gross profit was flat with an increase of $0.4 million. A $7.7 million decrease in general and administrative expense, after adjusting for a $1.8 million decrease in EBITDA adjustments, and a $3.7 million increase in operating expense,  were the main drivers of the increase in Adjusted EBITDA for the fourth fiscal quarter as compared to the prior year period.

For fiscal 2024, Adjusted EBITDA decreased by $42.8 million, or 12%, to $317.4 million, compared to $360.2 million in fiscal 2023. Gross profit decreased $24.1 million, or 2%. A $24.1 million increase in operating expense and a $3.7 million decrease in general and administrative expense, after adjusting for a $16.7 million decrease in EBITDA adjustments, also contributed to the decrease in Adjusted EBITDA for fiscal 2024 as compared to fiscal 2023.

In sharing fiscal fourth quarter and fiscal 2024 year end results, Tamria Zertuche, President and Chief Executive Officer of Ferrellgas commented, “Last fall we added over 6,000 accounts to our Blue Rhino branded Tank Exchange business knowing the investment in the first half of the year would pay dividends in the high demand season of the fourth quarter. Blue Rhino EBITDA grew 26% over prior year. However, the real story is in this brand’s supply chain excellence. We are fortunate to have some of the best innovators in the industry helping to create opportunities in efficiencies that drive positive results. Removing multiple days of supply across the nationwide network resulted in material improvement in free cash flow and subsequent decreases in capital expenditures for this business over the prior year. The improvements will sustain continued cash flow advantages for the Company. Regarding our retail business, our focus has been on growing our customer base by targeting specific customer types and geographic locations. As with last quarter, we continued to see additional business closings from the effects of inflation, which contributed to a decrease in retail customers in some areas of our national footprint and these decreases were not fully offset by continued customer gains during the year. The modest increase in plant and other expenses are partially attributed to the opening of six locations in growing regions, which is the result of our focus on weather-agnostic opportunities in coastal regions. Our asset strategy is to re-deploy these reclaimed assets related to closed businesses for gallon growth occurring in future periods. Throughout the fourth quarter our highly experienced retail operations professionals have been supporting our strong commercial business while also focusing on seasonal preparedness. We are grateful to have thousands of drivers, service techs, and managers all making sure we are ready for the coming La Nina winter.”

The fourth fiscal quarter increase of $0.4 million in gross profit was driven by a decrease of $1.9 million, or 1%, in cost of product sold, which was partially offset by a decrease of $1.4 million, or 0.4%, in revenues. Gallons sold for the fourth fiscal quarter decreased 6.1 million, or 4%, as the Company continued to see some business closings and effects of inflation. We will be able to re-deploy assets related to these closed businesses for gallon growth occurring in future periods.    

Margin per gallon was favorable with a 4% increase compared to the prior year period. Segment mix, our fixed cost price program for residential customers, and national account pricing improvement continue to drive the trend in margin improvement. The $7.7 million decrease in general and administrative expense noted above was primarily due to a $6.0 million reduction in incentive accruals compared to the prior year period. The $3.7 million increase in operating expense was driven by increases of $5.3 million in plant and other costs and $1.0 million in personnel expense, partially offset by a decrease of $2.6 million in vehicle costs.

1


The fiscal 2024 decrease of $24.1 million, or 2%, in gross profit was driven by a decrease of $189.3 million, or 9%, in revenues, which was partially offset by a decrease of $165.3 million, or 16%, in cost of product sold. This was primarily due to warmer than normal weather, the 5% decrease in retail customers partially related to the business closings noted above, and lower wholesale propane prices at our two major supply points. The 44.3 million, or 5%, year to date decrease in gallons sold correlates with weather that was 10% warmer than normal and 4% warmer than fiscal 2023. Additionally, our two major supply points had wholesale propane prices that averaged 6% and 9% less in fiscal 2024 compared to fiscal 2023, which contributed to the revenues and cost of product decreases. Margin per gallon was also favorable with an increase of 3% in fiscal 2024 compared to the prior year period due to the positive factors noted above.

The fiscal 2024 $24.1 million increase in operating expense compared to fiscal 2023 was driven by increases of $13.1 million in personnel expense, $5.6 million in vehicle expense, and $5.4 million in plant and other costs. Increases of $11.3 million in medical insurance claims paid under our self-insured benefits plan and $6.6 million in payroll costs, partially offset by a $4.7 million decrease for incentive accruals, comprised the change in personnel expense. The increase in vehicle expense was primarily due to increases of $5.7 million for repairs and maintenance and $0.6 million in telematics technology, partially offset by a decrease in fuel costs. The increase in plant and other costs was primarily due to increases of $4.5 million in miscellaneous expense, $1.5 million for property repairs and network costs, and $1.2 million related to legal and general liability costs. These increases were partially offset by a decrease in credit card fees related to a new payment platform, which charges less in processing fees. The $3.7 million decrease in general and administrative expense noted above was primarily due to a $5.4 million reduction in incentive accruals.

We recognized a net loss attributable to Ferrellgas Partners, L.P. of $20.8 million and $29.1 million in the fourth fiscal quarter of fiscal 2024 and 2023, respectively. We recognized net earnings attributable to Ferrellgas Partners, L.P. of $110.2 million and $136.9 million in fiscal 2024 and 2023, respectively. The changes relate to the factors noted above. Operating income per gallon increased $0.06, or 150%, for the fourth fiscal quarter of fiscal 2024 and decreased $0.02, or 7%, for fiscal 2024 compared to the respective prior year periods.

As noted above, the weather can impact our results. The Company continues to progress in steps to be more weather-agnostic, such as our autogas business in which school districts are fueling buses with clean energy. In July 2024, we completed the installation of an 18,000-gallon tank and autogas pumps which will be used to transport nearly 200,000 students to school this year. The school district’s 38 new autogas-fueled buses will use more than 100,000 gallons of propane a year. We also continue to expand our business in other areas of the country outside of the Midwest, such as our fiscal 2024 acquisition of Eastern Sierra Propane in California. As we seek strategic acquisitions throughout the country, this helps to mitigate the impact of weather conditions in a specific region. We also benefit from our tank exchange brand, Blue Rhino, which thrives during warmer weather as customers seek to enjoy the outdoors. As we see power outages from storms and other events, the Company, with its national distribution network, readily steps up to provide easily accessible portable fuel. Both Blue Rhino and Ferrellgas were on hand to help storm victims and support Operation BBQ Relief by providing propane and tanks to fuel meals for those impacted by the storm and first responders in response to Hurricane Beryl, a category one storm which made landfall in Texas in July 2024, in addition to providing an energy source for those without power. Additionally, Blue Rhino realized savings in both the fourth fiscal quarter and fiscal 2024 in its strategy to refurbish displays for use by its retail partners as well as the implementation of supply chain improvements which reduced our capital expenditures in fiscal 2024.  

As a nationwide logistics company, we continue to invest in technology and initiatives to deliver propane to our customers efficiently. In fiscal 2024, we installed more than 10,000 tank monitors on existing residential tanks. We also reduced our skipped stops by 12.6%, which reduced our delivery costs. Our fleet team partnered with national vendors to realize savings in tires, maintenance and short-term rentals. Safety is key to the Company’s operations. Last year, we began the installation of back-up cameras in our vehicles. With over 2,400 cameras installed to date, we have realized a 28% reduction in backing incidents. These initiatives drove the decrease in vehicle costs noted above.

2


On Friday, September 27, 2024, the Company will conduct a live teleconference on the Internet at https://edge.media-server.com/mmc/p/ur62uncc to discuss the results of operations for the fiscal year ended July 31, 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. 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, 2024, with the Securities and Exchange Commission on September 27, 2024. Investors can request a hard copy of this filing free of charge and obtain more information about the partnership online at www.ferrellgas.com.

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 conflicts between Russia and Ukraine and in the Middle East; 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, 2024, 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

    

July 31, 2024

July 31, 2023

Current assets:

Cash and cash equivalents (including $10,678 and $11,126 of restricted cash at July 31, 2024 and 2023, respectively)

$

124,160

$

137,347

Accounts and notes receivable, net

120,627

159,379

Inventories

96,032

98,104

Price risk management asset

5,925

11,966

Prepaid expenses and other current assets

28,458

29,135

Total current assets

375,202

435,931

Property, plant and equipment, net

604,954

615,174

Goodwill, net

257,006

257,006

Intangible assets (net of accumulated amortization of $358,895 and $349,614 at July 31, 2024 and 2023, respectively)

112,155

106,615

Operating lease right-of-use assets

47,620

57,839

Other assets, net

61,813

58,838

Total assets

$

1,458,750

$

1,531,403

LIABILITIES, MEZZANINE AND EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$

33,829

$

35,115

Current portion of long-term debt

2,510

2,597

Current operating lease liabilities

22,448

24,600

Other current liabilities

184,021

197,030

Total current liabilities

242,808

259,342

Long-term debt

1,461,008

1,456,184

Operating lease liabilities

26,006

34,235

Other liabilities

27,267

29,084

Contingencies and commitments

Mezzanine equity:

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

651,349

651,349

Equity (Deficit):

Limited partner unitholders

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

(1,256,946)

(1,205,103)

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

383,012

383,012

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

(70,080)

(70,566)

Accumulated other comprehensive income

2,025

1,059

Total Ferrellgas Partners, L.P. deficit

(941,989)

(891,598)

Noncontrolling interest

(7,699)

(7,193)

Total deficit

(949,688)

(898,791)

Total liabilities, mezzanine and deficit

$

1,458,750

$

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

Year ended

July 31, 

July 31, 

  

2024

  

2023

2024

2023

Revenues:

Propane and other gas liquids sales

$

318,239

$

320,115

$

1,731,439

$

1,916,892

Other

22,213

21,771

105,677

109,573

Total revenues

340,452

341,886

1,837,116

2,026,465

Cost of sales:

Propane and other gas liquids sales

151,191

150,958

841,490

1,003,357

Other

1,115

3,221

12,481

15,913

Gross profit

188,146

187,707

983,145

1,007,195

Operating expense - personnel, vehicle, plant & other

146,689

142,948

601,602

577,520

Operating expense - equipment lease expense

5,591

5,781

21,585

23,252

Depreciation and amortization expense

24,292

23,917

98,471

93,370

General and administrative expense

7,018

16,577

50,339

70,738

Non-cash employee stock ownership plan compensation charge

734

723

3,234

2,935

Loss on asset sales and disposals

972

2,763

2,819

5,691

Operating income (loss)

2,850

(5,002)

205,095

233,689

Interest expense

(25,018)

(25,229)

(98,223)

(97,712)

Other income, net

982

760

4,491

2,625

(Loss) earnings before income tax expense

(21,186)

(29,471)

111,363

138,602

Income tax (benefit) expense

(25)

93

686

981

Net (loss) earnings

(21,161)

(29,564)

110,677

137,621

Net (loss) earnings attributable to noncontrolling interest (1)

(378)

(463)

461

740

Net (loss) earnings attributable to Ferrellgas Partners, L.P.

$

(20,783)

$

(29,101)

$

110,216

$

136,881

Class A unitholders' interest in net (loss) earnings

$

(36,807)

$

(45,060)

$

(55,660)

$

10,171

Net (loss) earnings per unitholders' interest

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

$

(7.58)

$

(9.28)

$

(11.46)

$

2.09

Weighted average Class A Units outstanding - basic and diluted

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

Year ended

July 31, 

July 31, 

  

2024

  

2023

2024

2023

Net (loss) earnings attributable to Ferrellgas Partners, L.P.

$

(20,783)

$

(29,101)

$

110,216

$

136,881

Income tax (benefit) expense

(25)

93

686

981

Interest expense

25,018

25,229

98,223

97,712

Depreciation and amortization expense

24,292

23,917

98,471

93,370

EBITDA

28,502

20,138

307,596

328,944

Non-cash employee stock ownership plan compensation charge

734

723

3,234

2,935

Loss on asset sales and disposal

972

2,763

2,819

5,691

Other income, net

(982)

(760)

(4,491)

(2,625)

Severance costs

644

Legal fees and settlements related to non-core businesses

1,510

4,477

2,990

21,751

Acquisition and related costs (1)

2,169

2,169

Business transformation costs (2)

1,054

2,088

2,610

2,088

Net (loss) earnings attributable to noncontrolling interest (3)

(378)

(463)

461

740

Adjusted EBITDA (4)

33,581

28,966

317,388

360,168

Net cash interest expense (5)

(21,634)

(22,398)

(85,045)

(86,695)

Maintenance capital expenditures (6)

(7,737)

(4,754)

(21,689)

(20,169)

Cash paid for income taxes

(204)

(379)

(699)

(1,092)

Proceeds from certain asset sales

341

73

2,310

2,152

Distributable cash flow attributable to equity investors (7)

4,347

1,508

212,265

254,364

Less: Distributions accrued or paid to preferred unitholders

16,232

16,251

64,778

64,314

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

(86)

(31)

(4,245)

(5,087)

Distributable cash flow attributable to Class A and B Unitholders (8)

(11,971)

(14,774)

143,242

184,963

Less: Distributions paid to Class A and B Unitholders (9)

99,996

49,998

Distributable cash flow (shortage) excess (10)

$

(11,971)

$

(14,774)

$

43,246

$

134,965

Propane gallons sales

Retail - Sales to End Users

84,109

87,148

563,885

602,143

Wholesale - Sales to Resellers

47,025

50,061

199,870

205,890

Total propane gallons sales

131,134

137,209

763,755

808,033

(1)Non-recurring due diligence related to potential acquisition activities and restructuring costs.
(2)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.
(3)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.
(4)Adjusted EBITDA is calculated as net (loss) earnings attributable to Ferrellgas Partners, L.P., plus the sum of the following: income tax (benefit) 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, acquisition and related costs, business transformation costs, and net (loss) 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.
(5)Net cash interest expense is the sum of interest expense less non-cash interest expense and other income, net.
(6)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.
(7)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.
(8)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.
(9)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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(10)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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v3.24.3
Document and Entity Information
Sep. 27, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 27, 2024
Entity File Number 001-11331
Entity Registrant Name Ferrellgas Partners, L.P.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 43-1698480
Entity Address, Address Line One One Liberty Plaza
Entity Address, City or Town Liberty
Entity Address, State or Province MO
Entity Address, Postal Zip Code 64068
City Area Code 816
Local Phone Number 792-1600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security N/A
No Trading Symbol Flag true
Entity Emerging Growth Company false
Entity Central Index Key 0000922358
Amendment Flag false
Ferrellgas Partners Finance Corp. [Member]  
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 27, 2024
Entity File Number 333-06693-02
Entity Registrant Name Ferrellgas Partners Finance Corp.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 43-1742520
Entity Address, Address Line One One Liberty Plaza
Entity Address, City or Town Liberty
Entity Address, State or Province MO
Entity Address, Postal Zip Code 64068
City Area Code 816
Local Phone Number 792-1600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001012493
Amendment Flag false
Ferrellgas, L.P. [Member]  
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 27, 2024
Entity File Number 000-50182
Entity Registrant Name Ferrellgas, L.P.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 43-1698481
Entity Address, Address Line One One Liberty Plaza
Entity Address, City or Town Liberty
Entity Address, State or Province MO
Entity Address, Postal Zip Code 64068
City Area Code 816
Local Phone Number 792-1600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000922359
Amendment Flag false
Ferrellgas Finance Corp. [Member]  
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 27, 2024
Entity File Number 000-50183
Entity Registrant Name Ferrellgas Finance Corp.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 14-1866671
Entity Address, Address Line One One Liberty Plaza
Entity Address, City or Town Liberty
Entity Address, State or Province MO
Entity Address, Postal Zip Code 64068
City Area Code 816
Local Phone Number 792-1600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000922360
Amendment Flag false

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